Contract analysis

1. Introduction and Confirmation of Engagement Calderwood & Harkness LLP ("the Firm," "we," "our," or "C&H") is pleased to confirm its engagement by Ironhaven Data Centers LLC, a Virginia limited liability company ("IHDC," "you," or the "Client"), as borrower's counsel in connection with the proposed construction-to-permanent loan financing (the "Financing") for the development of a 4.5 MW edge data center facility l

2. Scope of Representation The following is a description of the legal services that the Firm will provide to the Client in connection with the Financing. Unless otherwise agreed in writing, our representation is limited to the matters described in this Section 2. 2.1 Loan Document Negotiation and Documentation The Firm will review, negotiate, and comment upon all loan documents prepared or to be prepared by lender's

3. Engagement Team The following attorneys have been assigned to the engagement and will be primarily responsible for the provision of legal services hereunder: Angela Fontaine, Partner — Ms. Fontaine will serve as the Responsible Partner for the engagement. She will serve as the primary relationship partner, will oversee all aspects of the representation, and will be your principal point of contact for strategic and

4. Fees and Billing Arrangements 4.1 Billing Rates Our fees for legal services rendered in connection with this engagement will be based on the time expended by the attorneys and paralegals working on the matter, at their then-current standard hourly billing rates. The current standard hourly rates for the members of the engagement team are as follows: The foregoing rates are subject to annual adjustment, which typic

5. Reimbursement of Lender's Counsel Fees The Client acknowledges and agrees that, pursuant to the terms and conditions of the Loan and the Lender's commitment letter, the Borrower will be required to reimburse the Lender for the reasonable fees and expenses of lender's counsel, Hargrove, Liddell & Pace LLP ("HLP"), incurred in connection with the negotiation, documentation, and closing of the Financing. We understan

6. Client Identification and Communications Our client in this engagement is Ironhaven Data Centers LLC. We do not represent, and nothing in this Engagement Letter shall be construed to create an attorney-client relationship between the Firm and, any of the following: Cobalt Ridge Capital Partners, LP; Cobalt Ridge GP LLC (or any other general partner, affiliate, or fund vehicle of the Equity Sponsor); Ironhaven Loud

7. Conflicts of Interest Based on a comprehensive search of the Firm's conflicts database conducted as of the date of this Engagement Letter, we have identified no conflicts of interest that would prevent us from undertaking this engagement in accordance with the applicable Virginia Rules of Professional Conduct and the rules of any other jurisdiction in which attorneys assigned to this engagement may be licensed. Th

8. Confidentiality The Firm will maintain the confidentiality of all information received from or on behalf of the Client in connection with this engagement, in accordance with the applicable rules of professional conduct governing attorney-client relationships. All confidential information, documents, data, and communications relating to the Client's business, the Project, the Financing, and the terms and conditions

9. Document Retention Upon the conclusion of the engagement, the Firm will retain client files and documents in accordance with the Firm's standard document retention policy, a copy of which is available upon request. Original executed documents (including original loan documents, opinions, and certificates) will be returned to the Client promptly upon the Client's written request. In the absence of such a request, t

10. Limitation of Liability The Firm's aggregate liability to the Client arising out of or in connection with this engagement, whether based on contract, tort, negligence, strict liability, or any other legal theory, shall not exceed the total amount of professional fees actually paid to the Firm by the Client for services rendered under this Engagement Letter. In no event shall the Firm be liable to the Client for a

11. Termination Either party may terminate this engagement at any time, with or without cause, upon written notice to the other party. In the event that the Client terminates the engagement, the termination shall be effective upon the Firm's receipt of written notice from the Client. In the event that the Firm terminates the engagement, the termination shall be effective upon the Client's receipt of written notice fr

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 giving effect to any choice of law or conflict of laws rules or provisions that would cause the application of the laws of any other jurisdiction. Any dispute arising out of or relating to this Engagement Letter or the engagement

13. Agreement and Acceptance This Engagement Letter constitutes the entire agreement between the Firm and the Client with respect to the engagement described herein and supersedes all prior or contemporaneous oral or written communications, proposals, or agreements relating to the subject matter hereof. This Engagement Letter may not be amended or modified except by a written instrument signed by both parties. If any