Contract analysis

1. Introduction and Purpose of Engagement Calderwood & Harkness LLP ("C&H") writes on behalf of its client, Ironhaven Data Centers LLC ("IHDC"), a Delaware limited liability company headquartered at 44680 Prentice Drive, Suite 200, Ashburn, Virginia 20147. IHDC is a portfolio company of Ridgeline Capital Partners Fund IV, LP, a private equity fund focused on digital infrastructure and real estate investments. IHDC wa

2. Client Identification For purposes of this engagement, A&W's client is Ironhaven Data Centers LLC. A&W is being retained by C&H on IHDC's behalf, and C&H will serve as lead counsel coordinating all legal workstreams for the Project, including but not limited to real estate acquisition, construction contracting, project finance, environmental compliance, utility procurement, and zoning and land use entitlements. A&

3. Project Description The Project involves the development of a 96 megawatt ("MW") critical IT load data center campus, consisting of four data center buildings (designated Buildings A through D, each designed for 24 MW of critical IT load), a central utility plant, emergency generator yards, an electrical switchyard, on-site substations, stormwater management facilities, internal roadways, surface and structured pa

4. Scope of Engagement A&W's scope of services as local zoning counsel shall include, but not be limited to, the following: 4.1 ZMOD Application A&W will be responsible for the preparation, filing, and prosecution of the Zoning Modification Application (anticipated Docket No. ZMOD-2025-0038) before the Loudoun County Department of Planning and Zoning. This includes the preparation of all required application forms, s

5. Relationship Between C&H and A&W The working relationship between C&H and A&W is fundamental to the success of this engagement, and both firms must operate with clear lines of authority, responsibility, and communication. To that end, the following principles will govern the relationship: C&H serves as lead counsel for IHDC on all aspects of the Project, including real estate acquisition, construction, project fin

6. Conflicts of Interest A&W confirms that it has conducted a thorough conflicts check in accordance with the Virginia Rules of Professional Conduct, including Rules 1.7 and 1.9 thereof, and that the representation of IHDC in connection with the Project does not present any actual or potential conflicts of interest that would preclude or limit A&W's ability to provide zealous and undivided representation to IHDC. A&W

7. Fees and Billing A&W will bill IHDC for legal services rendered in connection with this engagement at A&W's standard hourly rates for the applicable timekeepers, as set forth in the rate schedule attached hereto as Enclosure 1. A&W represents that the rates set forth in the attached rate schedule are consistent with A&W's standard hourly rates charged to clients for comparable engagements. The anticipated primary

8. Confidentiality A&W acknowledges that, in connection with this engagement, A&W will receive and have access to confidential and proprietary information of IHDC, its affiliates, and its investors. A&W agrees to treat all such information as strictly confidential and to use it solely for the purpose of providing legal services under this engagement. A&W shall not disclose any confidential information to any third pa

9. Term and Termination This engagement shall commence as of the date of A&W's countersignature of this letter and shall continue until the earliest to occur of the following: (a) completion of the ZMOD approval process and all related land use matters within the scope of this engagement, as mutually determined by C&H and A&W; (b) written termination by C&H or IHDC, which may be effected at any time, with or without

10. Insurance A&W confirms that it currently maintains professional liability (errors and omissions) insurance coverage issued by a reputable insurance carrier, with minimum coverage limits of not less than $2,000,000 per claim. A&W represents that such coverage is adequate to cover the scope and nature of the services to be provided under this engagement. A&W agrees to maintain professional liability insurance with

11. Governing Law This engagement letter, and all rights and obligations of the parties hereunder, shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia, without regard to its conflicts of laws principles. Any dispute arising out of or relating to this engagement letter shall be resolved in the courts of competent jurisdiction located in the Commonwealth of Virginia.

12. Acceptance and Countersignature If the foregoing terms and conditions accurately reflect A&W's understanding of the engagement and are acceptable to A&W, please indicate A&W's acceptance by executing this letter in the space provided below and returning a signed copy to the undersigned at Calderwood & Harkness LLP, 1900 K Street NW, Suite 800, Washington, DC 20006, or by email to dfairchild@calderwoodharkness.com