Contract analysis

1. Introduction and Engagement Confirmation Calderwood & Harkness LLP ("C&H" or the "Firm") is pleased to confirm its engagement by Ironhaven Data Centers LLC ("IHDC," "Ironhaven," or the "Client"), a Delaware limited liability company headquartered in Ashburn, Virginia, to represent the Client in connection with the development of a ground-up data center campus known as the Stonebridge Data Center Campus (the "Stone

2. Identification of the Client The client in this engagement is Ironhaven Data Centers LLC, a Delaware limited liability company (EIN: 84-3291057; Virginia State Corporation Commission Entity ID: S7491283). We understand that IHDC is a portfolio company of Ridgeline Capital Partners Fund IV, LP ("Ridgeline Fund IV"), a Delaware limited partnership. Ridgeline Fund IV holds a ninety-two percent (92%) equity interest i

3. Scope of Engagement 3.1 Overview. This engagement encompasses all legal workstreams reasonably necessary to effectuate the development, financing, and construction of the Stonebridge Campus. The Stonebridge Campus is to be located at the intersection of Belmont Ridge Road and Stonebridge Boulevard, in unincorporated Loudoun County, Virginia 20148. The Campus will comprise approximately 81.4 acres across two contig

4. Responsible Attorneys The following attorneys will be primarily responsible for the Firm's work on this engagement: Responsible Partner: Douglas Fairchild, Partner, Real Estate Practice Group, Calderwood & Harkness LLP. Mr. Fairchild will serve as the primary relationship partner for this engagement and as the primary point of contact for the Client on all significant matters relating to the Project. Billing Partn

5. Client Contacts The following individuals are designated as the Client's primary contacts for this engagement: Marcus Thorne, Chief Executive Officer, Ironhaven Data Centers LLC — overall project authority and strategic decisions. Priya Dasgupta, Chief Financial Officer, Ironhaven Data Centers LLC — financial matters, construction loan negotiations, project budget, and tax coordination. Leonard Castellano, Executi

6. Fees and Billing Arrangements 6.1 Hourly Rates Fees for the Firm's legal services in connection with this engagement will be based on the Firm's standard hourly rates for the attorneys and paralegals working on the matter. Rates vary by the seniority, experience, and practice area of the individual timekeepers. A schedule of the Firm's current hourly rates for the timekeepers anticipated to work on this engagement

7. Retention of Local Counsel and Other Professionals The Firm intends to retain Ashcroft & Wynn, P.C. ("A&W"), located at 25 West Market Street, Leesburg, Virginia 20176 (Thomas Ashcroft, Lead Partner), as local zoning counsel in connection with the ZMOD application, proffer negotiations, appearances before the Loudoun County Planning Commission and Board of Supervisors, and related Loudoun County land use matters.

8. Conflicts of Interest The Firm has conducted a conflict of interest check as of March 12, 2025, in accordance with the Firm's standard procedures and the requirements of the applicable rules of professional conduct. Based on that conflict check, the Firm has not identified any conflicts of interest that would prevent the Firm from undertaking this engagement. The conflict check encompassed all known parties to the

9. Confidentiality The Firm will maintain the confidentiality of all information provided by the Client, or obtained by the Firm on behalf of the Client, in connection with this engagement, in accordance with the Firm's professional obligations and the applicable rules of professional conduct. The Firm will not disclose such confidential information to any third party without the Client's prior consent, except as req

10. Document Retention Upon the conclusion of this engagement, the Firm will retain the Client's files and documents in accordance with the Firm's standard document retention policy, a copy of which will be provided to the Client upon request. The Firm's current policy provides for the retention of closed matter files for a period of ten (10) years following the conclusion of the engagement, after which the files may

11. Termination Either party may terminate this engagement at any time upon written notice to the other party. Upon termination by either party, the Client will remain responsible for the payment of all fees, disbursements, and expenses incurred through the date of termination, including any fees for time spent by the Firm in connection with the orderly transition of the matter to successor counsel. Upon termination,

12. Governing Law This engagement letter and the terms and conditions set forth herein shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia, without regard to its conflict of laws principles.

13. Limitations on Scope The scope of this engagement is as described in Section 3 of this Letter. For the avoidance of doubt, the following matters are expressly excluded from the scope of this engagement and will not be performed by the Firm unless separately agreed to in a written amendment to this Letter or in a separate engagement letter: (a) Representation of IHDC or any of its affiliates in tenant leasing nego

14. Agreement and Acceptance We are delighted to have the opportunity to represent Ironhaven Data Centers LLC in connection with the Stonebridge Data Center Campus development, and we look forward to working closely with you and your team throughout the Project. Please indicate your acceptance of the terms and conditions set forth in this Letter by countersigning where indicated below and returning one signed copy to