Contract analysis

I. EXECUTIVE SUMMARY Calderwood & Harkness LLP ("C&H" or the "Firm") represented Ironhaven Data Centers LLC ("IHDC") and its wholly owned single-purpose subsidiary, Ironhaven Loudoun Edge LLC (the "Borrower" or "Loudoun Edge SPE"), in connection with a $45,000,000 construction-to-permanent loan facility (the "Loan") from Pinnacle Federal Savings Bank ("Pinnacle" or the "Lender") for the development of the Loudoun Edg

II. PARTIES TO THE TRANSACTION A. Borrower — Ironhaven Loudoun Edge LLC Ironhaven Loudoun Edge LLC is a Virginia limited liability company organized as a single-purpose, bankruptcy-remote entity for the sole purpose of owning, developing, and operating the Loudoun Edge Facility. The Borrower was formed on January 8, 2024, with the Virginia State Corporation Commission ("VA SCC") and is registered under Entity ID S910

III. PROJECT OVERVIEW A. The Loudoun Edge Facility The Loudoun Edge Facility is a purpose-built, single-story edge data center to be constructed at 44350 Prentice Drive, Ashburn, Loudoun County, Virginia 20147. The Project is situated on a 3.2-acre parcel identified in Loudoun County's tax records as Tax Map Parcel No. 087-23-5571. The parcel was acquired by the Borrower's predecessor-in-interest in Q4 2023, and fee

IV. SUMMARY OF LOAN TERMS A. Construction Phase (Phase 1) The construction phase of the Loan is structured as a revolving construction facility under which the Borrower may draw funds on a monthly basis to pay project costs as construction progresses. The key terms of the construction phase are as follows: Commitment Amount: $45,000,000. Interest Rate: The Secured Overnight Financing Rate ("SOFR") plus a spread of 27

1. Certificate of Occupancy. Issuance of a certificate of occupancy ("COO") by Loudoun County, confirming that the Facility has been constructed in accordance with applicable building codes and is fit for occupancy and use as a data center.

2. Pre-Leasing Threshold. Achievement and maintenance of the 70% pre-leasing threshold, meaning that not less than 36,400 square feet of the Facility's 52,000 rentable square feet must be subject to executed leases with tenants in occupancy or with lease commencement dates within ninety (90) days of the Conversion Date. As of closing, this threshold is satisfied at 73.1% (38,000 square feet).

3. Final Lien Waivers. Delivery of final, unconditional lien waivers from Marlowe Asset Management-Pacific Construction, Inc. (general contractor) and all subcontractors, material suppliers, and equipment vendors that performed work or supplied materials in connection with the construction of the Facility.

4. As-Built Survey. Delivery of an as-built ALTA/NSPS survey of the completed Facility, certified to the Lender and the title insurer, reflecting the Facility as constructed and confirming no encroachments or other survey defects.

5. Appraisal Confirmation. Delivery of an updated as-stabilized appraisal from Graystone Appraisal Group LLC (or another appraiser acceptable to the Lender) confirming that the Loan-to-Value ratio does not exceed 70% based on the outstanding construction loan balance at the time of conversion. The Borrower is required to provide written notice to the Lender of its intent to convert not less than thirty (30) days prio

V. FINANCIAL COVENANTS (POST-CONVERSION) The Loan Agreement imposes the following financial covenants during the permanent phase (Phase 2), each of which is designed to ensure the ongoing financial health of the Project and the Borrower's ability to service the Loan: Minimum Debt Service Coverage Ratio (DSCR). The Borrower is required to maintain a minimum DSCR of 1.30x, tested on a quarterly basis. For purposes of t

VI. PRE-LEASING STATUS One of the key Conversion Conditions under the Loan Agreement is the achievement and maintenance of a 70% pre-leasing threshold, meaning that not less than 36,400 square feet of the Facility's 52,000 rentable square feet must be subject to executed leases. As of the closing date, the Facility is 73.1% pre-leased, exceeding the required threshold by approximately 1,600 square feet. The pre-leasi

VII. SECURITY PACKAGE AND COLLATERAL The Loan is secured by a comprehensive collateral package, including real property security, assignments of leases and rents, pledges of personal property and equity interests, guaranties, insurance, and cash management arrangements. Each component of the security package is described below. A. Real Property Security The Borrower has granted to a trustee for the benefit of Pinnacl

VIII. KEY NEGOTIATION POINTS This section summarizes the principal issues that were the subject of negotiation between borrower's counsel (Calderwood & Harkness LLP) and Lender's counsel (Hargrove, Liddell & Pace LLP / Jonathan Breckinridge) during the documentation process. These summaries are provided for the engagement file and to assist the C&H team in future transactions involving similar structures or counterpa

IX. SUMMARY OF LOAN DOCUMENTS The following is a comprehensive list of the documents executed and delivered in connection with the closing of the Loan, organized by category. A. Primary Loan Documents

1. Construction Loan Agreement dated March 18, 2024, between Ironhaven Loudoun Edge LLC (Borrower) and Pinnacle Federal Savings Bank (Lender). The Loan Agreement sets forth the terms and conditions of the $45,000,000 construction-to-permanent loan facility, including the commitment amount, interest rate, draw procedures, conversion conditions, financial covenants, representations and warranties, events of default, an

2. Promissory Note ($45,000,000) dated March 18, 2024, executed by Ironhaven Loudoun Edge LLC (Borrower) in favor of Pinnacle Federal Savings Bank (Lender). The Note evidences the Borrower's obligation to repay the principal amount of the Loan, together with interest, fees, and other amounts due under the Loan Agreement.

3. Deed of Trust, Assignment of Leases and Rents, Security Agreement, and Fixture Filing dated March 18, 2024, granted by Ironhaven Loudoun Edge LLC (Borrower) to a trustee for the benefit of Pinnacle Federal Savings Bank (Lender), encumbering the Project site at 44350 Prentice Drive, Ashburn, Loudoun County, Virginia 20147 (Tax Map Parcel No. 087-23-5571). Prepared for recording in the Loudoun County Circuit Court C

4. Completion Guaranty dated March 18, 2024, executed by Cobalt Ridge Capital Partners, LP (Guarantor) in favor of Pinnacle Federal Savings Bank (Lender). Guarantees lien-free completion of construction by the Outside Completion Date (September 30, 2025), with limited recourse carve-outs as described in Section VIII.A.

5. Environmental Indemnity Agreement dated March 18, 2024, executed by Ironhaven Data Centers LLC and Cobalt Ridge Capital Partners, LP (Indemnitors) in favor of Pinnacle Federal Savings Bank (Lender). Provides unsecured, non-recourse carve-out indemnification for environmental liabilities relating to the Project site.

6. Collateral Assignment of Construction Contract, Plans, and Permits dated March 18, 2024, executed by Ironhaven Loudoun Edge LLC (Borrower) in favor of Pinnacle Federal Savings Bank (Lender), together with Consent and Acknowledgment of Marlowe Asset Management-Pacific Construction, Inc. (Robert Castellano, President). Assigns the GMP construction contract ($33,750,000), architectural and engineering plans and speci

7. Cash Management Agreement dated March 18, 2024, between Ironhaven Loudoun Edge LLC (Borrower) and Pinnacle Federal Savings Bank (Lender). Establishes lockbox account and springing cash sweep mechanics for post-conversion rental income collection and distribution.

8. Pledge Agreement dated March 18, 2024, executed by Ironhaven Data Centers LLC (Pledgor) in favor of Pinnacle Federal Savings Bank (Lender). Pledges 100% of the membership interests in Ironhaven Loudoun Edge LLC (Borrower) as security for the Loan. B. Borrower Deliverables at Closing

9. Borrower's Closing Certificate and Secretary's Certificate dated March 18, 2024, executed by an authorized officer of Ironhaven Loudoun Edge LLC, certifying the accuracy of representations and warranties, incumbency of signing officers, adoption of authorizing resolutions, and attaching certified copies of the Borrower's articles of organization, operating agreement, and VA SCC certificate of good standing (Entity

10. Certified copies of IHDC organizational documents, including articles of organization, operating agreement, and VA SCC certificate of good standing (Entity ID S7842196) for Ironhaven Data Centers LLC.

11. Certified copies of Cobalt Ridge organizational documents, including certificate of limited partnership, limited partnership agreement, and Delaware Secretary of State certificate of good standing for Cobalt Ridge Capital Partners, LP. C. Legal Opinions

12. Opinion Letter of Calderwood & Harkness LLP dated March 18, 2024, addressed to Pinnacle Federal Savings Bank. The opinion covers: (a) due organization and valid existence of the Borrower and IHDC under Virginia law; (b) authorization and due execution of the Loan documents by the Borrower; (c) enforceability of the Loan documents against the Borrower in accordance with their terms, subject to customary bankruptcy

13. Appraisal Report prepared by Graystone Appraisal Group LLC (David Huang, MAI), dated February 12, 2024. As-stabilized appraised value: $74,500,000.

14. Phase I Environmental Site Assessment dated February 16, 2024. No recognized environmental conditions identified.

15. Builder's Risk Insurance Certificate issued by Atlas Property & Casualty Insurance Company, Policy No. BRA-2024-00417, with builder's risk coverage of $48,000,000 (replacement cost basis). Pinnacle Federal Savings Bank named as additional insured and loss payee.

16. Independent Engineer's Initial Report prepared by Whitmore & Associates, PC (James A. Whitmore, PE), providing the independent engineer's initial assessment of the construction plans, budget, and schedule. E. Title and Survey

17. Title Insurance Commitment and Lender's Policy issued by Meridian Surety & Title Company (Karen Pavelka, Title Officer). Insured amount: $45,000,000. Effective date: March 18, 2024. Includes ALTA 3.1, ALTA 9, ALTA 17, ALTA 28, and construction loan/disbursement endorsements.

18. ALTA/NSPS Land Title Survey of the Project site, prepared by a licensed surveyor, certified to the Borrower, the Lender, and the title insurer.

19. Zoning Compliance Letter prepared by Fenwick, Gallo & Stein LLP (Patricia Gallo, Partner), confirming that the Project site's PD-IP zoning designation permits the intended data center use and that the proposed construction complies with all applicable zoning requirements. F. Leasing Documents

20. Copies of tenant leases: (a) Sentinel Cloud Services, Inc. NNN lease (10-year term, 22,000 SF, $225/SF, executed January 15, 2024); and (b) Ridgeline Federal Solutions LLC NNN lease (7-year term, 16,000 SF, $210/SF, executed February 5, 2024).

21. Tenant Estoppel Certificates and SNDAs for both Sentinel Cloud Services, Inc. and Ridgeline Federal Solutions LLC, confirming lease terms, rental rates, commencement dates, security deposits, and the absence of landlord defaults, and providing non-disturbance protections to the tenants. G. Governmental Approvals

22. Loudoun County Building Permit No. BLD-2024-001287, issued February 28, 2024, authorizing construction of the Loudoun Edge Facility at 44350 Prentice Drive, Ashburn, Virginia 20147.

X. POST-CLOSING OBLIGATIONS The following post-closing obligations must be completed and monitored by the Calderwood & Harkness engagement team and by the Borrower and its representatives. Tickler reminders have been set in the Firm's matter management system for all items with specific deadlines. A. Immediate Post-Closing Items (Within 30 Days of Closing — Due by April 28, 2024)

1. Recorded Deed of Trust. Obtain and deliver to the Lender recorded copies of the Deed of Trust, Assignment of Leases and Rents, Security Agreement, and Fixture Filing from the Loudoun County Circuit Court Clerk's Office, with recording stamps and document numbers. Responsibility: Cynthia Ho (C&H), in coordination with Meridian Surety & Title Company (Karen Pavelka).

2. UCC-1 Financing Statements. File UCC-1 financing statements with the Virginia State Corporation Commission covering the Lender's security interest in all of the Borrower's personal property, equipment, and fixtures located at or used in connection with the Project. Responsibility: Rafael Dominguez (C&H).

3. Filed UCC-1 Copies. Deliver file-stamped copies of all UCC-1 financing statements to the Lender promptly upon receipt from the VA SCC. Responsibility: Rafael Dominguez (C&H).

4. Final Form Lender's Title Insurance Policy. Obtain and deliver to the Lender the final form lender's title insurance policy from Meridian Surety & Title Company, with all required endorsements (ALTA 3.1, 9, 17, 28, and construction loan/disbursement), reflecting recording information for the Deed of Trust. Responsibility: Cynthia Ho (C&H), in coordination with Karen Pavelka (Meridian Surety). B. Construction-Perio

5. Monthly Draw Requests. The Borrower is required to submit monthly