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CALDERWOOD & HARKNESS LLP 125 Broad Street New York, NY 10004

MEMORANDUM — CONFIDENTIAL / ATTORNEY WORK PRODUCT

TO: Stephanie Okafor, Responsible Partner, Banking & Finance

FROM: Philip Hartmann, Billing Partner, Banking & Finance

DATE: February 5, 2024

RE: Matter Staffing Plan, Fee Budget, and Billing Protocols — Ironhaven Data Centers LLC $950,000,000 Senior Secured Term Loan B Financing

MATTER NO.: 1043-00001

BILLING CODE: IHDC-TLB-2024

CLIENT: Ironhaven Data Centers LLC

FIRM: Calderwood & Harkness LLP, 125 Broad Street, New York, NY 10004

1. Introduction and Matter Overview

This memorandum sets forth the proposed staffing plan, fee budget, and billing protocols for Calderwood & Harkness LLP's ("C&H" or the "Firm") representation of Ironhaven Data Centers LLC ("IHDC" or the "Borrower") in connection with the structuring, negotiation, and closing of a $950,000,000 Senior Secured Term Loan B facility (the "Term Loan" or the "Facility"). This memorandum is intended for internal use only and is protected by the attorney work-product doctrine.

Reference is made to the engagement letter executed on January 29, 2024 between Calderwood & Harkness LLP and Ironhaven Data Centers LLC, signed by Stephanie Okafor on behalf of C&H and by Jonathan Pryce-Williams, General Counsel & Secretary of IHDC, on behalf of the Borrower (the "Engagement Letter"). The Engagement Letter establishes the scope of our engagement, the applicable fee arrangement, and the terms governing our representation.

The scope of the engagement encompasses our representation of IHDC as borrower's counsel in all aspects of the Term Loan, including the structuring of the dual-currency credit facility, negotiation of the definitive credit agreement and related loan documentation, preparation and delivery of legal opinions, coordination of the cross-border security package, sanctions and KYC compliance for the multinational lending syndicate, and management of the closing process through funding and post-closing.

For purposes of budgeting and staffing, the following key deal parameters are noted:

• Borrower: Ironhaven Data Centers LLC, a Delaware limited liability company with its principal place of business at 4500 Dominion Ridge Boulevard, Suite 300, Ashburn, Virginia 20147.

• Co-Borrower: Ironhaven Frankfurt GmbH, a German limited liability company (Gesellschaft mit beschränkter Haftung) organized under the laws of the Federal Republic of Germany, with registered offices in Frankfurt am Main, Germany.

• Parent Guarantor: Ironhaven Holdings Inc., a Delaware corporation and the direct parent of the Borrower, providing an unconditional guaranty of all obligations under the Facility.

• Sponsor: Thornfield Capital Partners, LP, acting through Thornfield Infrastructure Fund III, LP, the indirect equity owner of the Borrower and the primary sponsor of the transaction.

• Administrative Agent / Lead Arranger: Crescent Harbor Bank, N.A., a national banking association headquartered in Charlotte, North Carolina, serving as administrative agent and sole lead arranger and bookrunner for the Facility.

• Collateral Agent: Pinnacle Trust Company, N.A., a national trust company, serving as collateral agent and security trustee for the benefit of the secured parties.

• Lenders' Counsel: Blackthorn & Sundial Software, acting through its New York and Frankfurt offices, representing the Administrative Agent and the Lenders in connection with the Facility.

• Facility Structure: The Term Loan features a dual-currency structure consisting of a $675,000,000 USD tranche and a €253,571,429 EUR sub-tranche (approximately $275,000,000 equivalent at the reference exchange rate of EUR/USD 1.0846), for an aggregate facility amount of $950,000,000. The USD tranche will bear interest at Term SOFR plus an applicable margin, and the EUR sub-tranche will bear interest at EURIBOR plus 425 basis points.

• Cross-Border Elements: The transaction involves significant cross-border complexity, including German-situs collateral securing the EUR sub-tranche, German-law security documents governed by German law, and a sanctions/KYC compliance workstream necessitated by a multinational syndicate of seven lenders drawn from the United States, Germany, and Bermuda. The Facility will be secured by first-priority liens on substantially all assets of the Borrower, the Co-Borrower, and the Parent Guarantor, including two hyperscale data-center campuses located in Loudoun County, Virginia and Frankfurt am Main, Germany.

• Data Center Campuses: The collateral package encompasses (i) the Borrower's approximately 42-acre hyperscale data-center campus in Loudoun County, Virginia (the "Virginia Campus"), and (ii) the Co-Borrower's approximately 18.7-hectare hyperscale data-center campus in Frankfurt am Main, Germany (the "Frankfurt Campus").

The matter involves a level of complexity that warrants the robust staffing plan described in Section 2 below. In particular, the cross-border syndicate structure, the dual-jurisdiction security package (requiring coordination of US and German counsel), the extensive sanctions/OFAC/EU/OFSI screening necessitated by the multinational composition of the lender group, and the parallel workstreams (US collateral, German collateral, tax, and regulatory) each contribute materially to the resource requirements for this engagement.

For coordination purposes, the Crescent Harbor Bank deal reference for this transaction is CHB-LF-2024-0287. The mandate letter between Crescent Harbor Bank and IHDC was anticipated to be executed on or about February 12, 2024 (at the time of preparation of this memorandum), with the commitment letter anticipated by the end of February 2024 and syndication launch targeted for mid-March 2024. The staffing plan and budget set forth herein are calibrated to these anticipated milestones.

2. Staffing Plan

The staffing plan for this matter has been designed to ensure appropriate coverage across all workstreams while maintaining cost discipline consistent with the client's expectations and the terms of the Engagement Letter. The core deal team will be drawn from C&H's Banking & Finance practice, supplemented by specialist support from the Tax practice and paralegal/administrative staff. German local counsel will be provided by Wendt Falkenberg Rechtsanwälte PartG mbB, as described in Section 3 below.

2.1 Core Deal Team

2.1.1 Stephanie Okafor — Responsible Partner, Banking & Finance

Stephanie Okafor will serve as the Responsible Partner on the matter, providing overall matter supervision and client relationship management throughout the engagement. In this capacity, Stephanie will serve as the primary point of contact for IHDC's senior management team, including Marcus Delaine (Chief Executive Officer), Rebecca Sung (Chief Financial Officer), and Jonathan Pryce-Williams (General Counsel & Secretary). Stephanie's role will encompass strategic advice on deal structure, negotiation strategy, and key business points, including the financial covenant package, the dual-currency mechanics, the intercreditor arrangement, and the allocation of risk among the transaction parties.

Stephanie will review all legal opinions and closing deliverables prior to their issuance, including the C&H New York/Delaware enforceability opinion, the Virginia law opinion, the US regulatory opinion, and the 10b-5 negative assurance letter. She will also be responsible for reviewing and approving any material correspondence with Blackthorn & Sundial Software on contested deal points.

Stephanie's estimated time commitment on the matter is approximately 15–20% of total partner hours. Her involvement will be heavier during the negotiation phase (March through May 2024), when her direct participation in negotiations with Blackthorn & Brightmoor Systems and in discussions with the client's senior management will be most critical, and at closing, when her review of final documentation, opinions, and closing deliverables will be required.

2.1.2 Daniel Obi — Lead Associate, Banking & Finance

Daniel Obi will serve as the Lead Associate on the matter and will be responsible for the day-to-day management of all workstreams. Daniel is a seventh-year associate with substantial experience in institutional term loan and syndicated lending transactions, including several cross-border facilities in the infrastructure and technology sectors.

Daniel's responsibilities will include:

• Serving as the primary drafter and negotiator of the Credit Agreement, the Guarantee Agreement, the Intercreditor Agreement, and all related loan documents, including the fee letter, the assignment and assumption agreement, the promissory notes, and the funds flow memorandum.

• Coordinating directly with Blackthorn & Sundial Software, and specifically with Catherine Ellsworth (lead partner, Banking & Finance, New York) and Derek Huang (lead associate, Banking & Finance, New York), on credit agreement drafts, mark-ups, issues lists, and negotiation rounds.

• Overseeing the conditions precedent checklist and managing the satisfaction of all closing deliverables, ensuring that all documentary and procedural requirements are met in advance of the targeted signing date.

• Coordinating with client personnel on a day-to-day basis, particularly Natasha Greenfeld (Vice President, Treasury & Capital Markets) and Jonathan Pryce-Williams (General Counsel & Secretary), to ensure that the client's commercial objectives are accurately reflected in the documentation and that the client is kept apprised of all material developments.

• Managing the sanctions/KYC compliance workstream, including the screening of all seven lenders and their beneficial owners against the OFAC Specially Designated Nationals and blocked Persons List (SDN List), the OFAC Sectoral Sanctions Identifications List (SSI List), the EU Consolidated List under Council Regulation (EU) No. 269/2014, and the UK Office of Financial Sanctions Implementation (OFSI) Consolidated List. This workstream will require particular attention with respect to Osprey Insurance Capital, Ltd. (a Bermuda exempted company with a UK-person nexus), as discussed further in Section 7 below.

• Coordinating with Wendt Falkenberg Rechtsanwälte PartG mbB, and specifically with Dr. Lukas Wendt, on the German security document workstream, including the sequencing of drafting, review, notarization, and registration steps.

Daniel's estimated time commitment will be the highest on the team. He is expected to be the primary time-biller on the matter, with his hours concentrated in the credit agreement drafting and negotiation workstream but extending across virtually all other workstreams in a supervisory and coordination capacity.

2.1.3 Lisa Morrow — Working Associate, Banking & Finance

Lisa Morrow will serve as the Working Associate on the matter, with primary responsibility for the US security and collateral workstream and coordination of the German security document workstream with Wendt Falkenberg. Lisa is a fourth-year associate with experience in secured lending transactions and real estate collateral.

Lisa's responsibilities will include:

• Drafting and review of all US security documents, including the Pledge and Security Agreement, the Equity Interest Pledge Agreement (pledging 100% of the membership interests in IHDC and 65% of the equity interests in IHDC Frankfurt), the Deposit Account Control Agreements (DACAs) for all Borrower accounts, and the intellectual Property Security Agreement covering the Borrower's registered trademarks, patents, and domain names.

• Drafting the Deed of Trust for the Virginia Campus parcels in Loudoun County, Virginia (Tax Parcel Nos. 087-27-1234 and 087-27-1235), to be recorded with the Loudoun County Circuit Court, together with the related environmental indemnity agreement and the assignment of leases and rents.

• Management of UCC-1 financing statement filings with the Delaware Secretary of State (as the jurisdiction of organization of IHDC and Ironhaven Holdings Inc.) and with the Loudoun County Circuit Court (as the jurisdiction where the Virginia Campus real property is located).

• Coordination with Wendt Falkenberg (Dr. Lukas Wendt and Julia Falkenberg) on the preparation, review, and execution of the German-law security documents, including: the Grundschuld (land charge over the Frankfurt Campus), the Globalzession (global assignment of receivables), the Kontoverpfändung (account pledge), the Sicherungsübereignungsvertrag (security transfer agreement for movable assets), the Anteilsverpfändungsvertrag (share pledge over the quotas in IHDC Frankfurt), and the Sicherungszweckerklärung (security purpose declaration). Lisa will coordinate the notarization schedule for those German documents requiring notarial authentication and will manage the timeline for Grundbuchamt (land registry) filings for the Frankfurt Campus.

• Conducting and analyzing lien search results, including UCC lien searches, federal tax lien searches, judgment lien searches, and litigation searches in Delaware, Virginia, and New York, and preparing a consolidated lien search summary memorandum for the deal team.

• Overseeing due diligence document collection and assembling the organizational documents package, including certificates of formation, operating agreements, certificates of good standing, incumbency certificates, and authorizing resolutions for IHDC, Ironhaven Holdings Inc., and IHDC Frankfurt.

• Coordinating with Keystone Title Guaranty Company (Raymond Hobbs, Senior Title Officer) on the title insurance commitment and policy for the Virginia Campus, including review of Schedule B exceptions and clearance of title objections.

• Coordinating with Calloway & Strand Insurance Brokers, Inc. (Patricia Calloway, Principal) on insurance compliance, including confirmation that the Borrower's property, casualty, and business interruption insurance policies satisfy the requirements of the Credit Agreement.

Lisa's estimated time commitment will be the second-highest on the team after Daniel Obi, with the most intensive period anticipated during the syndication/drafting phase and the closing phase.

2.2 Tax Specialist

2.2.1 Sylvia Hartwell — Specialist Partner, Tax

Sylvia Hartwell will serve as the Tax Specialist on the matter, providing advice on all US federal income tax, state tax, and international tax aspects of the Facility. Sylvia is a partner in C&H's Tax practice with extensive experience in cross-border financing transactions, including syndicated lending facilities with non-US lender participants.

Sylvia's responsibilities will include:

• Preparation of a comprehensive Tax Structure Memorandum addressing the US federal income tax, Delaware state tax, Virginia state tax, and German tax implications of the Facility, including the characterization of the Term Loan as indebtedness for US federal income tax purposes, the deductibility of interest payments, and the tax treatment of the dual-currency structure.

• Analysis of withholding obligations under Sections 871 and 881 of the Internal Revenue Code with respect to interest payments to non-US lenders in the syndicate. The two non-US lenders currently identified are NordBrücke AG, a German Aktiengesellschaft organized under the laws of the Federal Republic of Germany, and Osprey Insurance Capital, Ltd., a Bermuda exempted company organized under the laws of Bermuda. The withholding analysis will address the applicable statutory withholding rates and any available reductions or exemptions.

• Treaty benefits analysis for NordBrücke AG under the Convention Between the United States of America and the Federal Republic of Germany for the Avoidance of Double Taxation (the "US-Germany Treaty"), including the requirements for claiming reduced withholding rates on interest payments, the limitation-on-benefits article, and the requisite treaty documentation. Sylvia will also address the treaty position of Osprey Insurance Capital, Ltd., including the applicability (or non-applicability) of US-Bermuda and US-United Kingdom treaty considerations given Osprey's Bermuda incorporation and potential UK-person nexus.

• Analysis of German trade-tax (Gewerbesteuer) interest deduction limitations applicable to IHDC Frankfurt's deduction of interest payments under any intercompany on-lending arrangement, including the interest barrier rule (Zinsschranke) under Section 4h of the German Income Tax Act (EStG) and Section 8a of the German Corporate Income Tax Act (KStG).

• FATCA compliance review, including analysis of the Facility's compliance with the Foreign Account Tax Compliance Act (Sections 1471–1474 of the Internal Revenue Code) and review of the tax gross-up and indemnity provisions in the Credit Agreement to ensure proper allocation of FATCA withholding risk among the parties.

• Preparation of a transfer pricing and intercompany loan memorandum in the event that IHDC on-lends proceeds of the Term Loan to IHDC Frankfurt, addressing arm's-length pricing, documentation requirements, and potential thin-capitalization concerns under both US and German law.

• Review and collection of the IRS Form W-8BEN-E package from all non-US lenders, and coordination with Daniel Obi to ensure that completed and valid forms are received in advance of the first interest payment date.

• Preparation and delivery of a tax opinion letter addressed to the Borrower regarding the US federal income tax characterization of the Term Loan as indebtedness for US federal income tax purposes.

Sylvia's estimated time commitment is approximately 80–120 hours over the course of the engagement. Peak engagement is anticipated in March and April 2024, when the Tax Structure Memorandum and the transfer pricing memorandum will be prepared, and in May 2024, when the tax opinion letter will be finalized and delivered.

2.3 Support Staff

The matter will draw on Calderwood & Harkness's paralegal and legal administrative support staff on an as-needed basis throughout the engagement. Specific paralegal and administrative support functions will include:

• Document management and closing binder compilation, including organization and indexing of all transaction documents in the Firm's document management system and preparation of physical and electronic closing binders following the closing.

• Filing of UCC-1 financing statements with the Delaware Secretary of State and the Loudoun County Circuit Court, and retrieval of good standing certificates and certified copies of organizational documents from the Delaware Secretary of State, the Virginia State Corporation Commission, and the relevant German authorities.

• Coordination of signature pages and execution logistics for the anticipated signing date of May 15, 2024 and the anticipated closing date of June 3, 2024, including signature page circularization, verification, and assembly.

• Cite-checking and proofreading of all opinion letters prior to delivery.

Estimated paralegal hours for the engagement are 150–200 hours, with the majority of paralegal time concentrated in the closing and post-closing phases.

3. German Local Counsel — Wendt Falkenberg Rechtsanwälte PartG mbB

German local counsel has been engaged for borrower-side work on all German-law security documents and corporate matters relating to Ironhaven Frankfurt GmbH (Commercial Register No. HRB 129457, Amtsgericht Frankfurt am Main).

Firm: Wendt Falkenberg Rechtsanwälte PartG mbB, Mainzer Landstraße 46, 60325 Frankfurt am Main, Germany.

Key Personnel:

• Dr. Lukas Wendt, Partner, Banking & Finance — Dr. Wendt will serve as the lead partner on the German security document workstream and will be responsible for the German-law legal opinion. Dr. Wendt has extensive experience in German secured lending transactions, including syndicated facilities with parallel-debt structures and German-situs collateral.

• Julia Falkenberg, Partner, Real Estate & Security — Ms. Falkenberg will serve as lead counsel on the Grundschuld and all real property matters relating to the Frankfurt Campus. The Frankfurt Campus is located at Hanauer Landstraße 188, 60314 Frankfurt am Main, and is registered in the Grundbuch von Frankfurt am Main-Ost, Blatt 54321, Flur 12, Flurstück 789, comprising approximately 18.7 hectares of land together with all buildings, structures, and improvements thereon.

Scope of Work: Wendt Falkenberg's scope of engagement encompasses the following:

(a) Drafting and review of the German Parallel Debt and Security Trust Agreement (Parallelverbindlichkeit und Sicherheitentreuhandvertrag);

(b) Drafting and review of the Grundschuld (land charge) over the Frankfurt Campus, including coordination of notarization and Grundbuchamt registration;

(d) Drafting and review of the Kontoverpfändung (pledge of bank accounts of IHDC Frankfurt);

(e) Drafting and review of the Sicherungsübereignungsvertrag (security transfer agreement for movable assets of IHDC Frankfurt, including data-center equipment, servers, and related infrastructure);

(f) Drafting and review of the Anteilsverpfändungsvertrag (share pledge over the quotas in IHDC Frankfurt);

(g) Drafting and review of the Sicherungszweckerklärung (security purpose declaration);

(h) Preparation and delivery of a German-law legal opinion on the enforceability of the German security documents and the corporate capacity and authority of IHDC Frankfurt;

(i) IHDC Frankfurt corporate governance work, including preparation of shareholder resolutions (Gesellschafterbeschlüsse), procurement of a current Handelsregisterauszug (commercial register extract), and related corporate housekeeping;

(j) Transparenzregister (transparency register) filing for IHDC Frankfurt, reflecting the ultimate beneficial ownership through Thornfield Infrastructure Fund III, LP; and

(k) Coordination with the Borrower and C&H on BaFin/Geldwäschegesetz (GwG) KYC requirements applicable to IHDC Frankfurt.

Wendt Falkenberg Estimated Fees: €385,000 (equivalent to approximately $417,725 at the reference exchange rate of EUR/USD 1.0846). This estimate includes all professional fees for the scope of work described above. Notary public fees and Grundbuchamt filing costs are estimated at an additional €15,000–€25,000, as discussed in Section 4.2 below.

Billing Coordination: Wendt Falkenberg fees will be billed directly to IHDC but will be coordinated through Calderwood & Harkness. Lisa Morrow will review all Wendt Falkenberg monthly invoices for reasonableness and compliance with the agreed scope of work before the invoices are forwarded to IHDC for payment. Any questions regarding Wendt Falkenberg's fees or scope will be escalated to Stephanie Okafor.

Lender's German Counsel: It is noted for coordination purposes that Blackthorn & Sundial Software's Frankfurt office (lead partner: Maximilian Roth, Bockenheimer Landstraße 24, 60323 Frankfurt am Main) serves as German counsel for the Administrative Agent and the Lenders. Coordination with Maximilian Roth's team on German-law security document negotiations and related matters will be managed through Daniel Obi and Lisa Morrow.

4. Fee Budget

4.1 Calderwood & Harkness Estimated Fees

The total estimated Calderwood & Harkness professional fees for this engagement are $2,850,000, exclusive of disbursements and Wendt Falkenberg fees.

The fee arrangement, as set forth in the Engagement Letter dated January 29, 2024, provides for billing at blended hourly rates. The budget has been prepared on the basis of estimated hours by workstream, reflecting the anticipated scope and complexity of the transaction. The breakdown by workstream is as follows:

The blended effective rate across the deal team, based on the foregoing estimates, is approximately $640 per hour. This blended rate reflects the mix of partner, senior associate, mid-level associate, and paralegal time anticipated over the life of the engagement.

These estimates are predicated on the current transaction timeline, which assumes a signing date in mid-May 2024 and a closing date in early June 2024, as well as the current scope of the engagement as described in the Engagement Letter. Delays in the transaction timeline, material changes in scope (including, without limitation, the addition of lenders to the syndicate, changes in the collateral package, or the emergence of unanticipated legal issues), or protracted negotiations with Blackthorn & could result in actual fees exceeding the budgeted amounts.

Disbursements — including filing fees, title search charges, lien search fees, courier and delivery costs, travel expenses, notarization costs, and other out-of-pocket expenses — are estimated at $35,000–$50,000 in addition to the professional fees set forth above. These disbursement estimates are addressed further in Section 5.4 below.

4.2 Wendt Falkenberg Estimated Fees

Wendt Falkenberg's estimated professional fees are €385,000 (equivalent to approximately $417,725 at the reference exchange rate of EUR/USD 1.0846). This estimate covers all German-law security document drafting and review, notarization coordination, Grundbuchamt filings, corporate governance work for IHDC Frankfurt, the Transparenzregister filing, and the preparation and delivery of the German-law legal opinion.

In addition to professional fees, Wendt Falkenberg has estimated that notary public fees and Grundbuchamt filing costs for the transaction will be in the range of €15,000–€25,000. The principal drivers of these costs are the notarization of the Grundschuld and the Anteilsverpfändungsvertrag, and the registration fees payable to the Grundbuchamt for the entry of the land charge against the Frankfurt Campus.

4.3 Total Estimated Legal Costs (Borrower's Counsel — Both Jurisdictions)

The total estimated borrower's legal costs for both jurisdictions are summarized as follows:

For informational purposes, it is noted that lender's counsel fees (Blackthorn & Sundial Software, representing Crescent Harbor Bank, N.A. as Administrative Agent and the Lenders) are funded by the Borrower pursuant to the terms of the Credit Agreement but are outside the scope of C&H's budget and this memorandum. Blackthorn & Brightmoor Systems's fees for this transaction are currently estimated at approximately $1,975,000, based on preliminary discussions with the client and Crescent Harbor.

4.4 Budget Context Within Transaction Costs

Total transaction fees and expenses, as reflected in the current use-of-proceeds model provided by the Borrower's finance team, are estimated at $32,500,000. This figure includes, among other items, the arranger fees payable to Crescent Harbor Bank, the commitment fees, the private credit rating fee (Sentinel Ratings International, LLC), appraisal fees (Meridian Valuation Group, LLC), environmental report costs (Greenline Environmental Solutions, Inc.), title insurance premiums (Keystone Title Guaranty Company), insurance review costs, and legal fees for both borrower's and lender's counsel.

Within this context, total borrower's legal costs of approximately $3.33 million (including Wendt Falkenberg) represent approximately 10–11% of total transaction costs. This percentage is consistent with precedent transactions of comparable size, complexity, and cross-border scope that C&H has handled in recent years, and is within the range that the client and Thornfield Capital Partners would expect for a transaction of this nature.

5. Billing Protocols

5.1 Matter Number and Billing Code

All time and expenses incurred in connection with this matter are to be recorded using the following identifiers:

• Matter Number: 1043-00001

• Billing Code: IHDC-TLB-2024

All timekeepers assigned to the matter must use Matter Number 1043-00001 and Billing Code IHDC-TLB-2024 for all time entries without exception. The matter number has been established in the Firm's billing and time management system (Halcyon Data Systems), and all team members identified in Section 2 above have been added as authorized timekeepers on the matter. Any additional timekeepers who may be assigned to the matter in the future must be added to the authorized timekeeper list before recording time.

5.2 Billing Frequency and Invoice Format

Invoices for this matter will be generated on a monthly billing cycle. Invoices are to be prepared and transmitted within ten (10) business days following the end of each calendar month.

Invoices shall be addressed to:

Jonathan Pryce-Williams General Counsel & Secretary Ironhaven Data Centers LLC 4500 Dominion Ridge Boulevard, Suite 300 Ashburn, VA 20147

A copy of each invoice shall also be sent to:

Natasha Greenfeld Vice President, Treasury & Capital Markets Ironhaven Data Centers LLC 4500 Dominion Ridge Boulevard, Suite 300 Ashburn, VA 20147

The format of all invoices must comply with the requirements set forth in the Engagement Letter, specifically: invoices shall include itemized time entries organized by timekeeper, with narrative descriptions of the work performed for each entry, the applicable billing rate for each timekeeper, and the total hours and fees for each timekeeper. Disbursements shall be separately itemized with descriptions and supporting documentation where applicable.

Payment terms: Net 30 days from the date of invoice.

5.3 Time Entry Guidelines

The following guidelines apply to all time entries recorded against this matter:

• Minimum time entry increment: 0.10 hours (six minutes). No time entries of less than 0.10 hours shall be recorded.

• Narrative descriptions: All time entry narratives must identify the specific workstream to which the work relates. Examples of compliant narratives include: "Credit Agreement — review and mark-up of financial covenant definitions (leverage ratio, fixed charge coverage ratio, and debt service coverage ratio)"; "Sanctions/KYC — OFAC SDN list screening for Osprey Insurance Capital, Ltd. and preparation of enhanced due diligence memorandum"; "US Security Documents — draft Equity Interest Pledge Agreement and conforming amendments to Security Agreement." Generic or vague descriptions (e.g., "legal research," "document review," "telephone call") are insufficient and will be returned for revision during the pre-billing review process.

• Block billing: Dunmore Holdings billing is to be avoided. Each time entry should reflect a discrete task or a closely related set of tasks performed during a single work session. Where multiple discrete tasks are performed during a single time period, separate entries should be created for each task.

• Travel time: Travel time is billed at 50% of the applicable timekeeper's standard hourly rate, as provided in the Engagement Letter. Travel time entries must be clearly identified as such in the narrative description.

5.4 Disbursements and Expenses

All disbursements and out-of-pocket expenses in excess of $500 must be pre-approved by Stephanie Okafor or by the client (through Jonathan Pryce-Williams or Natasha Greenfeld) before they are incurred. Disbursements at or below the $500 threshold may be incurred without prior approval but must be documented and itemized on the monthly invoice.

It is anticipated that travel may be required during the course of the engagement, including travel to Charlotte, North Carolina (Crescent Harbor Bank headquarters) for in-person meetings with the Administrative Agent, travel to Ashburn, Virginia (IHDC headquarters) for client meetings and due diligence sessions, and potentially travel to Frankfurt am Main, Germany for coordination with Wendt Falkenberg and site visits to the Frankfurt Campus. All anticipated travel costs are included within the disbursement estimate of $35,000–$50,000 set forth in Section 4.1 above.

Third-party vendor costs, including lien search provider fees, filing agent fees, courier and delivery charges, and document reproduction costs, will be passed through to the client at cost without markup.

5.5 Wendt Falkenberg Invoice Coordination

Wendt Falkenberg's invoices will be denominated in euros (EUR). The client bears the foreign exchange risk associated with the EUR/USD conversion at the time of payment, consistent with the terms of Wendt Falkenberg's engagement.

Lisa Morrow will review all Wendt Falkenberg monthly invoices upon receipt for reasonableness, accuracy, and consistency with the agreed scope of work. Following her review, the invoices will be forwarded to IHDC for payment, accompanied by a brief summary memorandum from Lisa noting any items of significance.

In the event that Wendt Falkenberg's aggregate professional fees are projected to exceed the estimated budget of €385,000, the matter will be promptly flagged to Stephanie Okafor. No fees in excess of the €385,000 estimate shall be incurred by Wendt Falkenberg without prior discussion between Stephanie Okafor and the client.

5.6 Budget Monitoring and Reporting

Philip Hartmann will prepare and distribute monthly budget status reports to Stephanie Okafor. Each monthly report will compare actual fees incurred to date against the budgeted amounts for each workstream, as set forth in the table in Section 4.1 above, and will identify any variances and trends.

Significant variances — defined as variances exceeding 10% of any individual workstream estimate or 5% of the total budget — will be discussed with Stephanie Okafor promptly upon identification, along with an analysis of the cause of the variance and a recommendation for any corrective action.

In the event that total C&H fees are projected to exceed the estimated budget of $2,850,000, advance written notice will be provided to the client in accordance with the notification requirements set forth in the Engagement Letter. Such notice will include a revised estimate and an explanation of the factors contributing to the projected overrun.

6. Anticipated Timeline and Staffing Intensity

The following table sets forth the anticipated timeline for the transaction, the key activities in each phase, the primary timekeepers expected to be engaged during each phase, and the anticipated intensity of staffing effort:

The foregoing timeline is subject to change based on the progress of negotiations with Blackthorn & Sundial Software, the timing of syndication, the completion of due diligence, and other factors. Any material changes to the timeline will be communicated to the team promptly and reflected in updated staffing and budget projections.

7. Risk and Scope Considerations

The following matters have been identified as presenting particular risk, complexity, or scope considerations that may affect the staffing plan, budget, or timeline for this engagement:

Cross-Border Complexity. The German-law security package and the parallel-debt structure required to create effective security interests under German law represent a significant source of complexity for this transaction. The Grundschuld over the Frankfurt Campus, the share pledge over the quotas in IHDC Frankfurt, and the other German-law security documents each require careful drafting under German law, coordination of notarization schedules, and timely registration with the Grundbuchamt and the Handelsregister, as applicable. Registration of the Grundschuld with the Grundbuchamt von Frankfurt am Main-Ost is a process that may take several weeks or months following submission, and delays in the German registration process could impact the closing schedule or necessitate the use of priority notices (Vormerkungen) or post-closing registration arrangements. Close coordination between C&H, Wendt Falkenberg, and Blackthorn & Brightmoor Systems's Frankfurt office (Maximilian Roth) will be essential to managing these risks.

Sanctions/KYC Intensity. The seven-lender syndicate encompasses institutions organized in, or with significant nexus to, multiple jurisdictions (the United States, Germany, and Bermuda), requiring screening under multiple sanctions regimes: the US Office of Foreign Assets Control (OFAC) SDN and SSI Lists, the EU Council Regulation (EU) No. 269/2014 Consolidated List, and the UK OFSI Consolidated List. Of particular note, Osprey Insurance Capital, Ltd., a Bermuda exempted company, has been flagged for enhanced due diligence in light of its UK-person nexus through its director Fiona Abernathy, a UK national and resident. This enhanced diligence will likely require the preparation of a separate side letter between the Borrower and Osprey containing enhanced sanctions representations and covenants. Additionally, Geldwäschegesetz (GwG) KYC requirements applicable to IHDC Frankfurt through BaFin oversight will need to be addressed in coordination with Wendt Falkenberg. The sanctions/KYC workstream is budgeted at $215,000, but could increase if issues are identified during the screening process or if the syndicate composition changes.

Lender Count and Negotiation Dynamics. The syndicate currently comprises seven lenders (Crescent Harbor Bank, N.A.; Ridgeline National Bank; Marlowe Asset Management Meridian Capital, LLC; Atlas Peak Credit Partners, LP; NordBrücke AG; Pacific Rim Institutional Lending Corp.; and Osprey Insurance Capital, Ltd.) plus two agents (Crescent Harbor as Administrative Agent and Pinnacle Trust Company, N.A. as Collateral Agent). The multi-party nature of the syndicate increases the likelihood of protracted credit agreement negotiations, multiple rounds of mark-ups, and the need to address divergent lender concerns. The budget for the Credit Agreement and core loan documents workstream ($1,150,000) assumes multiple negotiation rounds with Blackthorn & Sundial Software, but particularly contentious negotiations could result in additional hours beyond the current estimates.

Dual-Currency Structure. The EUR sub-tranche (EURIBOR + 425 bps) introduces additional drafting complexity, including separate escrow mechanics for the EUR sub-tranche, EUR-denominated amortization schedules, currency conversion mechanics for financial covenant compliance testing, and hedging requirements. These elements will require careful attention during the credit agreement drafting and negotiation process and contribute to the overall hour estimates for the Credit Agreement workstream.

Scope Creep Risk. If additional lenders are added to the syndicate during the syndication process, each new lender will require sanctions/KYC screening, beneficial ownership certification, and potentially additional assignment and assumption documentation. The hourly-based fee arrangement in the Engagement Letter provides flexibility to accommodate incremental scope, but the budget projections in Section 4 do not account for a material increase in the number of syndicate participants. Any such increase would be addressed through the budget monitoring and reporting process described in Section 5.6.

External Dependencies. A number of third-party deliverables that are critical to closing are being managed by the client and/or Crescent Harbor Bank rather than by C&H, but may require C&H review and coordination. These include: (i) the title insurance commitment and policy from Keystone Title Guaranty Company; (ii) Phase I and Phase II environmental site assessment reports from Greenline Environmental Solutions, Inc.; (iii) appraisals from Meridian Valuation Group, LLC for both the Virginia Campus and the Frankfurt Campus; and (iv) the private credit rating from Sentinel Ratings International, LLC. Delays in the delivery of any of these third-party work products could impact the closing timeline and, consequently, C&H's staffing and budget.

8. Conflicts Check Confirmation

A comprehensive conflicts check was completed on January 26, 2024, in advance of the execution of the Engagement Letter. The conflicts check was conducted against all known parties to the transaction, including the Borrower, the Co-Borrower, the Parent Guarantor, the Sponsor, the Administrative Agent, the Collateral Agent, all seven lenders, and lender's counsel.

A conflict waiver, addressing C&H's representation of other clients in unrelated matters that may have adverse interests to certain transaction parties, was included in the Engagement Letter dated January 29, 2024. The conflict waiver was reviewed and approved by the Firm's General Counsel's office and was accepted by the client.

No conflicts were identified with respect to any of the following parties:

• Crescent Harbor Bank, N.A. (Administrative Agent / Lead Arranger)

• Ridgeline National Bank

• Marlowe Asset Management Meridian Capital, LLC

• Atlas Peak Credit Partners, LP

• NordBrücke AG

• Pacific Rim Institutional Lending Corp.

• Osprey Insurance Capital, Ltd.

• Pinnacle Trust Company, N.A. (Collateral Agent)

• Blackthorn & Sundial Software (Lender's Counsel)

Given the multi-party nature of the transaction and the possibility that additional lenders may join the syndicate during the syndication phase, ongoing conflict monitoring will be maintained throughout the duration of the engagement. Any new party introduced to the transaction will be screened through the Firm's conflicts system before C&H engages in substantive work relating to that party.

9. Conclusion

Stephanie, I respectfully request your confirmation that you are in agreement with the staffing plan, fee budget, and billing protocols set forth in this memorandum. If you have any comments or proposed modifications, I am happy to discuss them at your convenience.

Upon your confirmation, I will take the following administrative steps:

• Distribute the matter number (1043-00001) and billing code (IHDC-TLB-2024) to all team members identified in Section 2, together with a copy of the applicable time entry guidelines set forth in Section 5.3.

• Open the matter in the Firm's time and billing system (Halcyon Data Systems) and confirm that all authorized timekeepers have been granted access.

• Circulate this memorandum, on a confidential basis, to Daniel Obi, Lisa Morrow, and Sylvia Hartwell for their reference.

I would welcome the opportunity to discuss any adjustments to the staffing plan or budget at the team kick-off meeting, which is currently scheduled for the week of February 12, 2024. Please let me know if the timing of that meeting works with your schedule, or if you would prefer to meet in advance.

I am available to discuss this memorandum or any aspect of the matter at any time.

Philip Hartmann Billing Partner, Banking & Finance Calderwood & Harkness LLP 125 Broad Street New York, NY 10004

Telephone: (212) 555-4800

Email: phartmann@calderwoodharkness.com

This memorandum is confidential, is protected by the attorney work-product doctrine, and is intended solely for the internal use of Calderwood & Harkness LLP. It shall not be disclosed to any person outside the Firm without the prior written consent of the Responsible Partner. Distribution is limited to the individuals identified herein.

Workstream	Estimated Hours	Estimated Fees
Credit Agreement and core loan documents (drafting, negotiation, execution)	~1,800	$1,150,000
US security and collateral documents (Security Agreement, Pledge, Deed of Trust, DACAs, IP Security, UCC filings, environmental indemnity)	~800	$475,000
German security document coordination and review (oversight of Wendt Falkenberg)	~250	$150,000
Sanctions, OFAC, KYC compliance workstream (screening 7 lenders, EU/OFSI analysis, Osprey enhanced diligence, beneficial ownership certifications, Transparenzregister)	~350	$215,000
Tax workstream (Sylvia Hartwell — tax structure memo, gross-up analysis, transfer pricing memo, W-8BEN-E review, tax opinion)	~250	$225,000
Legal opinions (NY/DE enforceability, US regulatory, Virginia law, 10b-5 negative assurance)	~200	$175,000
Due diligence, conditions precedent, organizational documents, lien searches, title/survey review	~300	$175,000
Closing process (closing memo, funds flow, signature pages, escrow agreements, payoff/lien release, post-closing)	~350	$210,000
Client communications, market update memo, issues list, general project management	~150	$75,000
Total	~4,450	$2,850,000
Component	Estimated Amount
Calderwood & Harkness professional fees	$2,850,000
Wendt Falkenberg professional fees (€385,000 at EUR/USD 1.0846)	~$417,725
Calderwood & Harkness disbursements (midpoint estimate)	~$42,500
Wendt Falkenberg notary/filing costs (€20,000 midpoint at EUR/USD 1.0846)	~$21,700
Estimated Total Borrower's Legal Costs	~$3,331,925
Phase	Dates (Estimated)	Key Activities	Primary Timekeepers	Intensity
Structuring / Commitment Phase	Feb 5 – Feb 28, 2024	Commitment letter review and negotiation; term sheet negotiation; fee letter review; initial due diligence and document collection; client market update memorandum; engagement of Wendt Falkenberg	Okafor, Obi, Morrow	Moderate
Syndication / Drafting Phase	Mar 1 – Apr 4, 2024	CIM review and negative assurance letter (target: Mar 14); receipt and review of initial Blackthorn & Brightmoor Systems credit agreement draft; preparation of borrower's mark-up (target: Apr 5); launch of sanctions/KYC screening for all seven lenders; commencement of German security document drafting by Wendt Falkenberg; tax structure memorandum preparation	Obi, Morrow, Hartwell (tax memo)	High
Negotiation Phase	Apr 5 – May 1, 2024	Multiple credit agreement negotiation rounds with Blackthorn & Brightmoor Systems; financial covenant package negotiations; receipt and review of lender's counter-draft (Apr 18–22); preparation and maintenance of issues list and negotiation memoranda; compilation and analysis of lien search results; opinion letter drafting; German security document negotiation with Maximilian Roth (Blackthorn & Brightmoor Systems Frankfurt)	Okafor, Obi, Morrow, Hartwell	Very High
Signing and Pre-Closing	May 1 – May 15, 2024	Finalization of credit agreement (circulated May 1 target); closing agenda preparation and distribution; organizational documents and authorizing resolutions; execution logistics for May 15 signing; tax opinion letter finalization	Obi, Morrow	High
Closing	May 16 – Jun 3, 2024	Satisfaction of all conditions precedent; bring-down due diligence (Jun 2); funds flow memorandum preparation; payoff letter coordination with existing lender (Greystone National Lending Corp., payoff amount: $132,708,333.33); escrow agreements; UCC-1 financing statement filings; Grundbuchamt filings; closing memorandum; delivery of all legal opinions; funding	All team members	Very High
Post-Closing	Jun 4 – Jun 30, 2024	Post-closing letter (target: Jun 10); final document compilation and closing binder preparation; UCC continuation filing calendar establishment; German Grundbuch registration follow-up (registration expected Aug 2024); final billing and budget reconciliation	Obi, Morrow	Low–Moderate

CALDERWOOD & HARKNESS LLP 125 Broad Street New York, NY 10004
MEMORANDUM — CONFIDENTIAL / ATTORNEY WORK PRODUCT
TO: Stephanie Okafor, Responsible Partner, Banking & Finance
FROM: Philip Hartmann, Billing Partner, Banking & Finance
DATE: February 5, 2024
RE: Matter Staffing Plan, Fee Budget, and Billing Protocols — Ironhaven Data Centers LLC $950,000,000 Senior Secured Term Loan B Financing
MATTER NO.: 1043-00001
BILLING CODE: IHDC-TLB-2024
CLIENT: Ironhaven Data Centers LLC
FIRM: Calderwood & Harkness LLP, 125 Broad Street, New York, NY 10004
1. Introduction and Matter Overview
This memorandum sets forth the proposed staffing plan, fee budget, and billing protocols for Calderwood & Harkness LLP's ("C&H" or the "Firm") representation of Ironhaven Data Centers LLC ("IHDC" or the "Borrower") in connection with the structuring, negotiation, and closing of a $950,000,000 Senior Secured Term Loan B facility (the "Term Loan" or the "Facility"). This memorandum is intended for internal use only and is protected by the attorney work-product doctrine.
Reference is made to the engagement letter executed on January 29, 2024 between Calderwood & Harkness LLP and Ironhaven Data Centers LLC, signed by Stephanie Okafor on behalf of C&H and by Jonathan Pryce-Williams, General Counsel & Secretary of IHDC, on behalf of the Borrower (the "Engagement Letter"). The Engagement Letter establishes the scope of our engagement, the applicable fee arrangement, and the terms governing our representation.
The scope of the engagement encompasses our representation of IHDC as borrower's counsel in all aspects of the Term Loan, including the structuring of the dual-currency credit facility, negotiation of the definitive credit agreement and related loan documentation, preparation and delivery of legal opinions, coordination of the cross-border security package, sanctions and KYC compliance for the multinational lending syndicate, and management of the closing process through funding and post-closing.
For purposes of budgeting and staffing, the following key deal parameters are noted:
•  Borrower: Ironhaven Data Centers LLC, a Delaware limited liability company with its principal place of business at 4500 Dominion Ridge Boulevard, Suite 300, Ashburn, Virginia 20147.
•  Co-Borrower: Ironhaven Frankfurt GmbH, a German limited liability company (Gesellschaft mit beschränkter Haftung) organized under the laws of the Federal Republic of Germany, with registered offices in Frankfurt am Main, Germany.
•  Parent Guarantor: Ironhaven Holdings Inc., a Delaware corporation and the direct parent of the Borrower, providing an unconditional guaranty of all obligations under the Facility.
•  Sponsor: Thornfield Capital Partners, LP, acting through Thornfield Infrastructure Fund III, LP, the indirect equity owner of the Borrower and the primary sponsor of the transaction.
•  Administrative Agent / Lead Arranger: Crescent Harbor Bank, N.A., a national banking association headquartered in Charlotte, North Carolina, serving as administrative agent and sole lead arranger and bookrunner for the Facility.
•  Collateral Agent: Pinnacle Trust Company, N.A., a national trust company, serving as collateral agent and security trustee for the benefit of the secured parties.
•  Lenders' Counsel: Blackthorn & Sundial Software, acting through its New York and Frankfurt offices, representing the Administrative Agent and the Lenders in connection with the Facility.
•  Facility Structure: The Term Loan features a dual-currency structure consisting of a $675,000,000 USD tranche and a €253,571,429 EUR sub-tranche (approximately $275,000,000 equivalent at the reference exchange rate of EUR/USD 1.0846), for an aggregate facility amount of $950,000,000. The USD tranche will bear interest at Term SOFR plus an applicable margin, and the EUR sub-tranche will bear interest at EURIBOR plus 425 basis points.
•  Cross-Border Elements: The transaction involves significant cross-border complexity, including German-situs collateral securing the EUR sub-tranche, German-law security documents governed by German law, and a sanctions/KYC compliance workstream necessitated by a multinational syndicate of seven lenders drawn from the United States, Germany, and Bermuda. The Facility will be secured by first-priority liens on substantially all assets of the Borrower, the Co-Borrower, and the Parent Guarantor, including two hyperscale data-center campuses located in Loudoun County, Virginia and Frankfurt am Main, Germany.
•  Data Center Campuses: The collateral package encompasses (i) the Borrower's approximately 42-acre hyperscale data-center campus in Loudoun County, Virginia (the "Virginia Campus"), and (ii) the Co-Borrower's approximately 18.7-hectare hyperscale data-center campus in Frankfurt am Main, Germany (the "Frankfurt Campus").
The matter involves a level of complexity that warrants the robust staffing plan described in Section 2 below. In particular, the cross-border syndicate structure, the dual-jurisdiction security package (requiring coordination of US and German counsel), the extensive sanctions/OFAC/EU/OFSI screening necessitated by the multinational composition of the lender group, and the parallel workstreams (US collateral, German collateral, tax, and regulatory) each contribute materially to the resource requirements for this engagement.
For coordination purposes, the Crescent Harbor Bank deal reference for this transaction is CHB-LF-2024-0287. The mandate letter between Crescent Harbor Bank and IHDC was anticipated to be executed on or about February 12, 2024 (at the time of preparation of this memorandum), with the commitment letter anticipated by the end of February 2024 and syndication launch targeted for mid-March 2024. The staffing plan and budget set forth herein are calibrated to these anticipated milestones.
2. Staffing Plan
The staffing plan for this matter has been designed to ensure appropriate coverage across all workstreams while maintaining cost discipline consistent with the client's expectations and the terms of the Engagement Letter. The core deal team will be drawn from C&H's Banking & Finance practice, supplemented by specialist support from the Tax practice and paralegal/administrative staff. German local counsel will be provided by Wendt Falkenberg Rechtsanwälte PartG mbB, as described in Section 3 below.
2.1 Core Deal Team
2.1.1 Stephanie Okafor — Responsible Partner, Banking & Finance
Stephanie Okafor will serve as the Responsible Partner on the matter, providing overall matter supervision and client relationship management throughout the engagement. In this capacity, Stephanie will serve as the primary point of contact for IHDC's senior management team, including Marcus Delaine (Chief Executive Officer), Rebecca Sung (Chief Financial Officer), and Jonathan Pryce-Williams (General Counsel & Secretary). Stephanie's role will encompass strategic advice on deal structure, negotiation strategy, and key business points, including the financial covenant package, the dual-currency mechanics, the intercreditor arrangement, and the allocation of risk among the transaction parties.
Stephanie will review all legal opinions and closing deliverables prior to their issuance, including the C&H New York/Delaware enforceability opinion, the Virginia law opinion, the US regulatory opinion, and the 10b-5 negative assurance letter. She will also be responsible for reviewing and approving any material correspondence with Blackthorn & Sundial Software on contested deal points.
Stephanie's estimated time commitment on the matter is approximately 15–20% of total partner hours. Her involvement will be heavier during the negotiation phase (March through May 2024), when her direct participation in negotiations with Blackthorn & Brightmoor Systems and in discussions with the client's senior management will be most critical, and at closing, when her review of final documentation, opinions, and closing deliverables will be required.
2.1.2 Daniel Obi — Lead Associate, Banking & Finance
Daniel Obi will serve as the Lead Associate on the matter and will be responsible for the day-to-day management of all workstreams. Daniel is a seventh-year associate with substantial experience in institutional term loan and syndicated lending transactions, including several cross-border facilities in the infrastructure and technology sectors.
Daniel's responsibilities will include:
•  Serving as the primary drafter and negotiator of the Credit Agreement, the Guarantee Agreement, the Intercreditor Agreement, and all related loan documents, including the fee letter, the assignment and assumption agreement, the promissory notes, and the funds flow memorandum.
•  Coordinating directly with Blackthorn & Sundial Software, and specifically with Catherine Ellsworth (lead partner, Banking & Finance, New York) and Derek Huang (lead associate, Banking & Finance, New York), on credit agreement drafts, mark-ups, issues lists, and negotiation rounds.
•  Overseeing the conditions precedent checklist and managing the satisfaction of all closing deliverables, ensuring that all documentary and procedural requirements are met in advance of the targeted signing date.
•  Coordinating with client personnel on a day-to-day basis, particularly Natasha Greenfeld (Vice President, Treasury & Capital Markets) and Jonathan Pryce-Williams (General Counsel & Secretary), to ensure that the client's commercial objectives are accurately reflected in the documentation and that the client is kept apprised of all material developments.
•  Managing the sanctions/KYC compliance workstream, including the screening of all seven lenders and their beneficial owners against the OFAC Specially Designated Nationals and blocked Persons List (SDN List), the OFAC Sectoral Sanctions Identifications List (SSI List), the EU Consolidated List under Council Regulation (EU) No. 269/2014, and the UK Office of Financial Sanctions Implementation (OFSI) Consolidated List. This workstream will require particular attention with respect to Osprey Insurance Capital, Ltd. (a Bermuda exempted company with a UK-person nexus), as discussed further in Section 7 below.
•  Coordinating with Wendt Falkenberg Rechtsanwälte PartG mbB, and specifically with Dr. Lukas Wendt, on the German security document workstream, including the sequencing of drafting, review, notarization, and registration steps.
Daniel's estimated time commitment will be the highest on the team. He is expected to be the primary time-biller on the matter, with his hours concentrated in the credit agreement drafting and negotiation workstream but extending across virtually all other workstreams in a supervisory and coordination capacity.
2.1.3 Lisa Morrow — Working Associate, Banking & Finance
Lisa Morrow will serve as the Working Associate on the matter, with primary responsibility for the US security and collateral workstream and coordination of the German security document workstream with Wendt Falkenberg. Lisa is a fourth-year associate with experience in secured lending transactions and real estate collateral.
Lisa's responsibilities will include:
•  Drafting and review of all US security documents, including the Pledge and Security Agreement, the Equity Interest Pledge Agreement (pledging 100% of the membership interests in IHDC and 65% of the equity interests in IHDC Frankfurt), the Deposit Account Control Agreements (DACAs) for all Borrower accounts, and the intellectual Property Security Agreement covering the Borrower's registered trademarks, patents, and domain names.
•  Drafting the Deed of Trust for the Virginia Campus parcels in Loudoun County, Virginia (Tax Parcel Nos. 087-27-1234 and 087-27-1235), to be recorded with the Loudoun County Circuit Court, together with the related environmental indemnity agreement and the assignment of leases and rents.
•  Management of UCC-1 financing statement filings with the Delaware Secretary of State (as the jurisdiction of organization of IHDC and Ironhaven Holdings Inc.) and with the Loudoun County Circuit Court (as the jurisdiction where the Virginia Campus real property is located).
•  Coordination with Wendt Falkenberg (Dr. Lukas Wendt and Julia Falkenberg) on the preparation, review, and execution of the German-law security documents, including: the Grundschuld (land charge over the Frankfurt Campus), the Globalzession (global assignment of receivables), the Kontoverpfändung (account pledge), the Sicherungsübereignungsvertrag (security transfer agreement for movable assets), the Anteilsverpfändungsvertrag (share pledge over the quotas in IHDC Frankfurt), and the Sicherungszweckerklärung (security purpose declaration). Lisa will coordinate the notarization schedule for those German documents requiring notarial authentication and will manage the timeline for Grundbuchamt (land registry) filings for the Frankfurt Campus.
•  Conducting and analyzing lien search results, including UCC lien searches, federal tax lien searches, judgment lien searches, and litigation searches in Delaware, Virginia, and New York, and preparing a consolidated lien search summary memorandum for the deal team.
•  Overseeing due diligence document collection and assembling the organizational documents package, including certificates of formation, operating agreements, certificates of good standing, incumbency certificates, and authorizing resolutions for IHDC, Ironhaven Holdings Inc., and IHDC Frankfurt.
•  Coordinating with Keystone Title Guaranty Company (Raymond Hobbs, Senior Title Officer) on the title insurance commitment and policy for the Virginia Campus, including review of Schedule B exceptions and clearance of title objections.
•  Coordinating with Calloway & Strand Insurance Brokers, Inc. (Patricia Calloway, Principal) on insurance compliance, including confirmation that the Borrower's property, casualty, and business interruption insurance policies satisfy the requirements of the Credit Agreement.
Lisa's estimated time commitment will be the second-highest on the team after Daniel Obi, with the most intensive period anticipated during the syndication/drafting phase and the closing phase.
2.2 Tax Specialist
2.2.1 Sylvia Hartwell — Specialist Partner, Tax
Sylvia Hartwell will serve as the Tax Specialist on the matter, providing advice on all US federal income tax, state tax, and international tax aspects of the Facility. Sylvia is a partner in C&H's Tax practice with extensive experience in cross-border financing transactions, including syndicated lending facilities with non-US lender participants.
Sylvia's responsibilities will include:
•  Preparation of a comprehensive Tax Structure Memorandum addressing the US federal income tax, Delaware state tax, Virginia state tax, and German tax implications of the Facility, including the characterization of the Term Loan as indebtedness for US federal income tax purposes, the deductibility of interest payments, and the tax treatment of the dual-currency structure.
•  Analysis of withholding obligations under Sections 871 and 881 of the Internal Revenue Code with respect to interest payments to non-US lenders in the syndicate. The two non-US lenders currently identified are NordBrücke AG, a German Aktiengesellschaft organized under the laws of the Federal Republic of Germany, and Osprey Insurance Capital, Ltd., a Bermuda exempted company organized under the laws of Bermuda. The withholding analysis will address the applicable statutory withholding rates and any available reductions or exemptions.
•  Treaty benefits analysis for NordBrücke AG under the Convention Between the United States of America and the Federal Republic of Germany for the Avoidance of Double Taxation (the "US-Germany Treaty"), including the requirements for claiming reduced withholding rates on interest payments, the limitation-on-benefits article, and the requisite treaty documentation. Sylvia will also address the treaty position of Osprey Insurance Capital, Ltd., including the applicability (or non-applicability) of US-Bermuda and US-United Kingdom treaty considerations given Osprey's Bermuda incorporation and potential UK-person nexus.
•  Analysis of German trade-tax (Gewerbesteuer) interest deduction limitations applicable to IHDC Frankfurt's deduction of interest payments under any intercompany on-lending arrangement, including the interest barrier rule (Zinsschranke) under Section 4h of the German Income Tax Act (EStG) and Section 8a of the German Corporate Income Tax Act (KStG).
•  FATCA compliance review, including analysis of the Facility's compliance with the Foreign Account Tax Compliance Act (Sections 1471–1474 of the Internal Revenue Code) and review of the tax gross-up and indemnity provisions in the Credit Agreement to ensure proper allocation of FATCA withholding risk among the parties.
•  Preparation of a transfer pricing and intercompany loan memorandum in the event that IHDC on-lends proceeds of the Term Loan to IHDC Frankfurt, addressing arm's-length pricing, documentation requirements, and potential thin-capitalization concerns under both US and German law.
•  Review and collection of the IRS Form W-8BEN-E package from all non-US lenders, and coordination with Daniel Obi to ensure that completed and valid forms are received in advance of the first interest payment date.
•  Preparation and delivery of a tax opinion letter addressed to the Borrower regarding the US federal income tax characterization of the Term Loan as indebtedness for US federal income tax purposes.
Sylvia's estimated time commitment is approximately 80–120 hours over the course of the engagement. Peak engagement is anticipated in March and April 2024, when the Tax Structure Memorandum and the transfer pricing memorandum will be prepared, and in May 2024, when the tax opinion letter will be finalized and delivered.
2.3 Support Staff
The matter will draw on Calderwood & Harkness's paralegal and legal administrative support staff on an as-needed basis throughout the engagement. Specific paralegal and administrative support functions will include:
•  Document management and closing binder compilation, including organization and indexing of all transaction documents in the Firm's document management system and preparation of physical and electronic closing binders following the closing.
•  Filing of UCC-1 financing statements with the Delaware Secretary of State and the Loudoun County Circuit Court, and retrieval of good standing certificates and certified copies of organizational documents from the Delaware Secretary of State, the Virginia State Corporation Commission, and the relevant German authorities.
•  Coordination of signature pages and execution logistics for the anticipated signing date of May 15, 2024 and the anticipated closing date of June 3, 2024, including signature page circularization, verification, and assembly.
•  Cite-checking and proofreading of all opinion letters prior to delivery.
Estimated paralegal hours for the engagement are 150–200 hours, with the majority of paralegal time concentrated in the closing and post-closing phases.
3. German Local Counsel — Wendt Falkenberg Rechtsanwälte PartG mbB
German local counsel has been engaged for borrower-side work on all German-law security documents and corporate matters relating to Ironhaven Frankfurt GmbH (Commercial Register No. HRB 129457, Amtsgericht Frankfurt am Main).
Firm: Wendt Falkenberg Rechtsanwälte PartG mbB, Mainzer Landstraße 46, 60325 Frankfurt am Main, Germany.
Key Personnel:
•  Dr. Lukas Wendt, Partner, Banking & Finance — Dr. Wendt will serve as the lead partner on the German security document workstream and will be responsible for the German-law legal opinion. Dr. Wendt has extensive experience in German secured lending transactions, including syndicated facilities with parallel-debt structures and German-situs collateral.
•  Julia Falkenberg, Partner, Real Estate & Security — Ms. Falkenberg will serve as lead counsel on the Grundschuld and all real property matters relating to the Frankfurt Campus. The Frankfurt Campus is located at Hanauer Landstraße 188, 60314 Frankfurt am Main, and is registered in the Grundbuch von Frankfurt am Main-Ost, Blatt 54321, Flur 12, Flurstück 789, comprising approximately 18.7 hectares of land together with all buildings, structures, and improvements thereon.
Scope of Work: Wendt Falkenberg's scope of engagement encompasses the following:
(a) Drafting and review of the German Parallel Debt and Security Trust Agreement (Parallelverbindlichkeit und Sicherheitentreuhandvertrag);
(b) Drafting and review of the Grundschuld (land charge) over the Frankfurt Campus, including coordination of notarization and Grundbuchamt registration;
(c) Drafting and review of the Globalzession (global assignment of receivables of IHDC Frankfurt);
(d) Drafting and review of the Kontoverpfändung (pledge of bank accounts of IHDC Frankfurt);
(e) Drafting and review of the Sicherungsübereignungsvertrag (security transfer agreement for movable assets of IHDC Frankfurt, including data-center equipment, servers, and related infrastructure);
(f) Drafting and review of the Anteilsverpfändungsvertrag (share pledge over the quotas in IHDC Frankfurt);
(g) Drafting and review of the Sicherungszweckerklärung (security purpose declaration);
(h) Preparation and delivery of a German-law legal opinion on the enforceability of the German security documents and the corporate capacity and authority of IHDC Frankfurt;
(i) IHDC Frankfurt corporate governance work, including preparation of shareholder resolutions (Gesellschafterbeschlüsse), procurement of a current Handelsregisterauszug (commercial register extract), and related corporate housekeeping;
(j) Transparenzregister (transparency register) filing for IHDC Frankfurt, reflecting the ultimate beneficial ownership through Thornfield Infrastructure Fund III, LP; and
(k) Coordination with the Borrower and C&H on BaFin/Geldwäschegesetz (GwG) KYC requirements applicable to IHDC Frankfurt.
Wendt Falkenberg Estimated Fees: €385,000 (equivalent to approximately $417,725 at the reference exchange rate of EUR/USD 1.0846). This estimate includes all professional fees for the scope of work described above. Notary public fees and Grundbuchamt filing costs are estimated at an additional €15,000–€25,000, as discussed in Section 4.2 below.
Billing Coordination: Wendt Falkenberg fees will be billed directly to IHDC but will be coordinated through Calderwood & Harkness. Lisa Morrow will review all Wendt Falkenberg monthly invoices for reasonableness and compliance with the agreed scope of work before the invoices are forwarded to IHDC for payment. Any questions regarding Wendt Falkenberg's fees or scope will be escalated to Stephanie Okafor.
Lender's German Counsel: It is noted for coordination purposes that Blackthorn & Sundial Software's Frankfurt office (lead partner: Maximilian Roth, Bockenheimer Landstraße 24, 60323 Frankfurt am Main) serves as German counsel for the Administrative Agent and the Lenders. Coordination with Maximilian Roth's team on German-law security document negotiations and related matters will be managed through Daniel Obi and Lisa Morrow.
4. Fee Budget
4.1 Calderwood & Harkness Estimated Fees
The total estimated Calderwood & Harkness professional fees for this engagement are $2,850,000, exclusive of disbursements and Wendt Falkenberg fees.
The fee arrangement, as set forth in the Engagement Letter dated January 29, 2024, provides for billing at blended hourly rates. The budget has been prepared on the basis of estimated hours by workstream, reflecting the anticipated scope and complexity of the transaction. The breakdown by workstream is as follows:
The blended effective rate across the deal team, based on the foregoing estimates, is approximately $640 per hour. This blended rate reflects the mix of partner, senior associate, mid-level associate, and paralegal time anticipated over the life of the engagement.
These estimates are predicated on the current transaction timeline, which assumes a signing date in mid-May 2024 and a closing date in early June 2024, as well as the current scope of the engagement as described in the Engagement Letter. Delays in the transaction timeline, material changes in scope (including, without limitation, the addition of lenders to the syndicate, changes in the collateral package, or the emergence of unanticipated legal issues), or protracted negotiations with Blackthorn & could result in actual fees exceeding the budgeted amounts.
Disbursements — including filing fees, title search charges, lien search fees, courier and delivery costs, travel expenses, notarization costs, and other out-of-pocket expenses — are estimated at $35,000–$50,000 in addition to the professional fees set forth above. These disbursement estimates are addressed further in Section 5.4 below.
4.2 Wendt Falkenberg Estimated Fees
Wendt Falkenberg's estimated professional fees are €385,000 (equivalent to approximately $417,725 at the reference exchange rate of EUR/USD 1.0846). This estimate covers all German-law security document drafting and review, notarization coordination, Grundbuchamt filings, corporate governance work for IHDC Frankfurt, the Transparenzregister filing, and the preparation and delivery of the German-law legal opinion.
In addition to professional fees, Wendt Falkenberg has estimated that notary public fees and Grundbuchamt filing costs for the transaction will be in the range of €15,000–€25,000. The principal drivers of these costs are the notarization of the Grundschuld and the Anteilsverpfändungsvertrag, and the registration fees payable to the Grundbuchamt for the entry of the land charge against the Frankfurt Campus.
4.3 Total Estimated Legal Costs (Borrower's Counsel — Both Jurisdictions)
The total estimated borrower's legal costs for both jurisdictions are summarized as follows:
For informational purposes, it is noted that lender's counsel fees (Blackthorn & Sundial Software, representing Crescent Harbor Bank, N.A. as Administrative Agent and the Lenders) are funded by the Borrower pursuant to the terms of the Credit Agreement but are outside the scope of C&H's budget and this memorandum. Blackthorn & Brightmoor Systems's fees for this transaction are currently estimated at approximately $1,975,000, based on preliminary discussions with the client and Crescent Harbor.
4.4 Budget Context Within Transaction Costs
Total transaction fees and expenses, as reflected in the current use-of-proceeds model provided by the Borrower's finance team, are estimated at $32,500,000. This figure includes, among other items, the arranger fees payable to Crescent Harbor Bank, the commitment fees, the private credit rating fee (Sentinel Ratings International, LLC), appraisal fees (Meridian Valuation Group, LLC), environmental report costs (Greenline Environmental Solutions, Inc.), title insurance premiums (Keystone Title Guaranty Company), insurance review costs, and legal fees for both borrower's and lender's counsel.
Within this context, total borrower's legal costs of approximately $3.33 million (including Wendt Falkenberg) represent approximately 10–11% of total transaction costs. This percentage is consistent with precedent transactions of comparable size, complexity, and cross-border scope that C&H has handled in recent years, and is within the range that the client and Thornfield Capital Partners would expect for a transaction of this nature.
5. Billing Protocols
5.1 Matter Number and Billing Code
All time and expenses incurred in connection with this matter are to be recorded using the following identifiers:
•  Matter Number: 1043-00001
•  Billing Code: IHDC-TLB-2024
All timekeepers assigned to the matter must use Matter Number 1043-00001 and Billing Code IHDC-TLB-2024 for all time entries without exception. The matter number has been established in the Firm's billing and time management system (Halcyon Data Systems), and all team members identified in Section 2 above have been added as authorized timekeepers on the matter. Any additional timekeepers who may be assigned to the matter in the future must be added to the authorized timekeeper list before recording time.
5.2 Billing Frequency and Invoice Format
Invoices for this matter will be generated on a monthly billing cycle. Invoices are to be prepared and transmitted within ten (10) business days following the end of each calendar month.
Invoices shall be addressed to:
Jonathan Pryce-Williams General Counsel & Secretary Ironhaven Data Centers LLC 4500 Dominion Ridge Boulevard, Suite 300 Ashburn, VA 20147
A copy of each invoice shall also be sent to:
Natasha Greenfeld Vice President, Treasury & Capital Markets Ironhaven Data Centers LLC 4500 Dominion Ridge Boulevard, Suite 300 Ashburn, VA 20147
The format of all invoices must comply with the requirements set forth in the Engagement Letter, specifically: invoices shall include itemized time entries organized by timekeeper, with narrative descriptions of the work performed for each entry, the applicable billing rate for each timekeeper, and the total hours and fees for each timekeeper. Disbursements shall be separately itemized with descriptions and supporting documentation where applicable.
Payment terms: Net 30 days from the date of invoice.
5.3 Time Entry Guidelines
The following guidelines apply to all time entries recorded against this matter:
•  Minimum time entry increment: 0.10 hours (six minutes). No time entries of less than 0.10 hours shall be recorded.
•  Narrative descriptions: All time entry narratives must identify the specific workstream to which the work relates. Examples of compliant narratives include: "Credit Agreement — review and mark-up of financial covenant definitions (leverage ratio, fixed charge coverage ratio, and debt service coverage ratio)"; "Sanctions/KYC — OFAC SDN list screening for Osprey Insurance Capital, Ltd. and preparation of enhanced due diligence memorandum"; "US Security Documents — draft Equity Interest Pledge Agreement and conforming amendments to Security Agreement." Generic or vague descriptions (e.g., "legal research," "document review," "telephone call") are insufficient and will be returned for revision during the pre-billing review process.
•  Block billing: Dunmore Holdings billing is to be avoided. Each time entry should reflect a discrete task or a closely related set of tasks performed during a single work session. Where multiple discrete tasks are performed during a single time period, separate entries should be created for each task.
•  Travel time: Travel time is billed at 50% of the applicable timekeeper's standard hourly rate, as provided in the Engagement Letter. Travel time entries must be clearly identified as such in the narrative description.
5.4 Disbursements and Expenses
All disbursements and out-of-pocket expenses in excess of $500 must be pre-approved by Stephanie Okafor or by the client (through Jonathan Pryce-Williams or Natasha Greenfeld) before they are incurred. Disbursements at or below the $500 threshold may be incurred without prior approval but must be documented and itemized on the monthly invoice.
It is anticipated that travel may be required during the course of the engagement, including travel to Charlotte, North Carolina (Crescent Harbor Bank headquarters) for in-person meetings with the Administrative Agent, travel to Ashburn, Virginia (IHDC headquarters) for client meetings and due diligence sessions, and potentially travel to Frankfurt am Main, Germany for coordination with Wendt Falkenberg and site visits to the Frankfurt Campus. All anticipated travel costs are included within the disbursement estimate of $35,000–$50,000 set forth in Section 4.1 above.
Third-party vendor costs, including lien search provider fees, filing agent fees, courier and delivery charges, and document reproduction costs, will be passed through to the client at cost without markup.
5.5 Wendt Falkenberg Invoice Coordination
Wendt Falkenberg's invoices will be denominated in euros (EUR). The client bears the foreign exchange risk associated with the EUR/USD conversion at the time of payment, consistent with the terms of Wendt Falkenberg's engagement.
Lisa Morrow will review all Wendt Falkenberg monthly invoices upon receipt for reasonableness, accuracy, and consistency with the agreed scope of work. Following her review, the invoices will be forwarded to IHDC for payment, accompanied by a brief summary memorandum from Lisa noting any items of significance.
In the event that Wendt Falkenberg's aggregate professional fees are projected to exceed the estimated budget of €385,000, the matter will be promptly flagged to Stephanie Okafor. No fees in excess of the €385,000 estimate shall be incurred by Wendt Falkenberg without prior discussion between Stephanie Okafor and the client.
5.6 Budget Monitoring and Reporting
Philip Hartmann will prepare and distribute monthly budget status reports to Stephanie Okafor. Each monthly report will compare actual fees incurred to date against the budgeted amounts for each workstream, as set forth in the table in Section 4.1 above, and will identify any variances and trends.
Significant variances — defined as variances exceeding 10% of any individual workstream estimate or 5% of the total budget — will be discussed with Stephanie Okafor promptly upon identification, along with an analysis of the cause of the variance and a recommendation for any corrective action.
In the event that total C&H fees are projected to exceed the estimated budget of $2,850,000, advance written notice will be provided to the client in accordance with the notification requirements set forth in the Engagement Letter. Such notice will include a revised estimate and an explanation of the factors contributing to the projected overrun.
6. Anticipated Timeline and Staffing Intensity
The following table sets forth the anticipated timeline for the transaction, the key activities in each phase, the primary timekeepers expected to be engaged during each phase, and the anticipated intensity of staffing effort:
The foregoing timeline is subject to change based on the progress of negotiations with Blackthorn & Sundial Software, the timing of syndication, the completion of due diligence, and other factors. Any material changes to the timeline will be communicated to the team promptly and reflected in updated staffing and budget projections.
7. Risk and Scope Considerations
The following matters have been identified as presenting particular risk, complexity, or scope considerations that may affect the staffing plan, budget, or timeline for this engagement:
Cross-Border Complexity. The German-law security package and the parallel-debt structure required to create effective security interests under German law represent a significant source of complexity for this transaction. The Grundschuld over the Frankfurt Campus, the share pledge over the quotas in IHDC Frankfurt, and the other German-law security documents each require careful drafting under German law, coordination of notarization schedules, and timely registration with the Grundbuchamt and the Handelsregister, as applicable. Registration of the Grundschuld with the Grundbuchamt von Frankfurt am Main-Ost is a process that may take several weeks or months following submission, and delays in the German registration process could impact the closing schedule or necessitate the use of priority notices (Vormerkungen) or post-closing registration arrangements. Close coordination between C&H, Wendt Falkenberg, and Blackthorn & Brightmoor Systems's Frankfurt office (Maximilian Roth) will be essential to managing these risks.
Sanctions/KYC Intensity. The seven-lender syndicate encompasses institutions organized in, or with significant nexus to, multiple jurisdictions (the United States, Germany, and Bermuda), requiring screening under multiple sanctions regimes: the US Office of Foreign Assets Control (OFAC) SDN and SSI Lists, the EU Council Regulation (EU) No. 269/2014 Consolidated List, and the UK OFSI Consolidated List. Of particular note, Osprey Insurance Capital, Ltd., a Bermuda exempted company, has been flagged for enhanced due diligence in light of its UK-person nexus through its director Fiona Abernathy, a UK national and resident. This enhanced diligence will likely require the preparation of a separate side letter between the Borrower and Osprey containing enhanced sanctions representations and covenants. Additionally, Geldwäschegesetz (GwG) KYC requirements applicable to IHDC Frankfurt through BaFin oversight will need to be addressed in coordination with Wendt Falkenberg. The sanctions/KYC workstream is budgeted at $215,000, but could increase if issues are identified during the screening process or if the syndicate composition changes.
Lender Count and Negotiation Dynamics. The syndicate currently comprises seven lenders (Crescent Harbor Bank, N.A.; Ridgeline National Bank; Marlowe Asset Management Meridian Capital, LLC; Atlas Peak Credit Partners, LP; NordBrücke AG; Pacific Rim Institutional Lending Corp.; and Osprey Insurance Capital, Ltd.) plus two agents (Crescent Harbor as Administrative Agent and Pinnacle Trust Company, N.A. as Collateral Agent). The multi-party nature of the syndicate increases the likelihood of protracted credit agreement negotiations, multiple rounds of mark-ups, and the need to address divergent lender concerns. The budget for the Credit Agreement and core loan documents workstream ($1,150,000) assumes multiple negotiation rounds with Blackthorn & Sundial Software, but particularly contentious negotiations could result in additional hours beyond the current estimates.
Dual-Currency Structure. The EUR sub-tranche (EURIBOR + 425 bps) introduces additional drafting complexity, including separate escrow mechanics for the EUR sub-tranche, EUR-denominated amortization schedules, currency conversion mechanics for financial covenant compliance testing, and hedging requirements. These elements will require careful attention during the credit agreement drafting and negotiation process and contribute to the overall hour estimates for the Credit Agreement workstream.
Scope Creep Risk. If additional lenders are added to the syndicate during the syndication process, each new lender will require sanctions/KYC screening, beneficial ownership certification, and potentially additional assignment and assumption documentation. The hourly-based fee arrangement in the Engagement Letter provides flexibility to accommodate incremental scope, but the budget projections in Section 4 do not account for a material increase in the number of syndicate participants. Any such increase would be addressed through the budget monitoring and reporting process described in Section 5.6.
External Dependencies. A number of third-party deliverables that are critical to closing are being managed by the client and/or Crescent Harbor Bank rather than by C&H, but may require C&H review and coordination. These include: (i) the title insurance commitment and policy from Keystone Title Guaranty Company; (ii) Phase I and Phase II environmental site assessment reports from Greenline Environmental Solutions, Inc.; (iii) appraisals from Meridian Valuation Group, LLC for both the Virginia Campus and the Frankfurt Campus; and (iv) the private credit rating from Sentinel Ratings International, LLC. Delays in the delivery of any of these third-party work products could impact the closing timeline and, consequently, C&H's staffing and budget.
8. Conflicts Check Confirmation
A comprehensive conflicts check was completed on January 26, 2024, in advance of the execution of the Engagement Letter. The conflicts check was conducted against all known parties to the transaction, including the Borrower, the Co-Borrower, the Parent Guarantor, the Sponsor, the Administrative Agent, the Collateral Agent, all seven lenders, and lender's counsel.
A conflict waiver, addressing C&H's representation of other clients in unrelated matters that may have adverse interests to certain transaction parties, was included in the Engagement Letter dated January 29, 2024. The conflict waiver was reviewed and approved by the Firm's General Counsel's office and was accepted by the client.
No conflicts were identified with respect to any of the following parties:
•  Crescent Harbor Bank, N.A. (Administrative Agent / Lead Arranger)
•  Ridgeline National Bank
•  Marlowe Asset Management Meridian Capital, LLC
•  Atlas Peak Credit Partners, LP
•  NordBrücke AG
•  Pacific Rim Institutional Lending Corp.
•  Osprey Insurance Capital, Ltd.
•  Pinnacle Trust Company, N.A. (Collateral Agent)
•  Blackthorn & Sundial Software (Lender's Counsel)
Given the multi-party nature of the transaction and the possibility that additional lenders may join the syndicate during the syndication phase, ongoing conflict monitoring will be maintained throughout the duration of the engagement. Any new party introduced to the transaction will be screened through the Firm's conflicts system before C&H engages in substantive work relating to that party.
9. Conclusion
Stephanie, I respectfully request your confirmation that you are in agreement with the staffing plan, fee budget, and billing protocols set forth in this memorandum. If you have any comments or proposed modifications, I am happy to discuss them at your convenience.
Upon your confirmation, I will take the following administrative steps:
•  Distribute the matter number (1043-00001) and billing code (IHDC-TLB-2024) to all team members identified in Section 2, together with a copy of the applicable time entry guidelines set forth in Section 5.3.
•  Open the matter in the Firm's time and billing system (Halcyon Data Systems) and confirm that all authorized timekeepers have been granted access.
•  Circulate this memorandum, on a confidential basis, to Daniel Obi, Lisa Morrow, and Sylvia Hartwell for their reference.
I would welcome the opportunity to discuss any adjustments to the staffing plan or budget at the team kick-off meeting, which is currently scheduled for the week of February 12, 2024. Please let me know if the timing of that meeting works with your schedule, or if you would prefer to meet in advance.
I am available to discuss this memorandum or any aspect of the matter at any time.
Philip Hartmann Billing Partner, Banking & Finance Calderwood & Harkness LLP 125 Broad Street New York, NY 10004
Telephone: (212) 555-4800
Email: phartmann@calderwoodharkness.com
This memorandum is confidential, is protected by the attorney work-product doctrine, and is intended solely for the internal use of Calderwood & Harkness LLP. It shall not be disclosed to any person outside the Firm without the prior written consent of the Responsible Partner. Distribution is limited to the individuals identified herein.
Workstream | Estimated Hours | Estimated Fees
Credit Agreement and core loan documents (drafting, negotiation, execution) | ~1,800 | $1,150,000
US security and collateral documents (Security Agreement, Pledge, Deed of Trust, DACAs, IP Security, UCC filings, environmental indemnity) | ~800 | $475,000
German security document coordination and review (oversight of Wendt Falkenberg) | ~250 | $150,000
Sanctions, OFAC, KYC compliance workstream (screening 7 lenders, EU/OFSI analysis, Osprey enhanced diligence, beneficial ownership certifications, Transparenzregister) | ~350 | $215,000
Tax workstream (Sylvia Hartwell — tax structure memo, gross-up analysis, transfer pricing memo, W-8BEN-E review, tax opinion) | ~250 | $225,000
Legal opinions (NY/DE enforceability, US regulatory, Virginia law, 10b-5 negative assurance) | ~200 | $175,000
Due diligence, conditions precedent, organizational documents, lien searches, title/survey review | ~300 | $175,000
Closing process (closing memo, funds flow, signature pages, escrow agreements, payoff/lien release, post-closing) | ~350 | $210,000
Client communications, market update memo, issues list, general project management | ~150 | $75,000
Total | ~4,450 | $2,850,000
Component | Estimated Amount
Calderwood & Harkness professional fees | $2,850,000
Wendt Falkenberg professional fees (€385,000 at EUR/USD 1.0846) | ~$417,725
Calderwood & Harkness disbursements (midpoint estimate) | ~$42,500
Wendt Falkenberg notary/filing costs (€20,000 midpoint at EUR/USD 1.0846) | ~$21,700
Estimated Total Borrower's Legal Costs | ~$3,331,925
Phase | Dates (Estimated) | Key Activities | Primary Timekeepers | Intensity
Structuring / Commitment Phase | Feb 5 – Feb 28, 2024 | Commitment letter review and negotiation; term sheet negotiation; fee letter review; initial due diligence and document collection; client market update memorandum; engagement of Wendt Falkenberg | Okafor, Obi, Morrow | Moderate
Syndication / Drafting Phase | Mar 1 – Apr 4, 2024 | CIM review and negative assurance letter (target: Mar 14); receipt and review of initial Blackthorn & Brightmoor Systems credit agreement draft; preparation of borrower's mark-up (target: Apr 5); launch of sanctions/KYC screening for all seven lenders; commencement of German security document drafting by Wendt Falkenberg; tax structure memorandum preparation | Obi, Morrow, Hartwell (tax memo) | High
Negotiation Phase | Apr 5 – May 1, 2024 | Multiple credit agreement negotiation rounds with Blackthorn & Brightmoor Systems; financial covenant package negotiations; receipt and review of lender's counter-draft (Apr 18–22); preparation and maintenance of issues list and negotiation memoranda; compilation and analysis of lien search results; opinion letter drafting; German security document negotiation with Maximilian Roth (Blackthorn & Brightmoor Systems Frankfurt) | Okafor, Obi, Morrow, Hartwell | Very High
Signing and Pre-Closing | May 1 – May 15, 2024 | Finalization of credit agreement (circulated May 1 target); closing agenda preparation and distribution; organizational documents and authorizing resolutions; execution logistics for May 15 signing; tax opinion letter finalization | Obi, Morrow | High
Closing | May 16 – Jun 3, 2024 | Satisfaction of all conditions precedent; bring-down due diligence (Jun 2); funds flow memorandum preparation; payoff letter coordination with existing lender (Greystone National Lending Corp., payoff amount: $132,708,333.33); escrow agreements; UCC-1 financing statement filings; Grundbuchamt filings; closing memorandum; delivery of all legal opinions; funding | All team members | Very High
Post-Closing | Jun 4 – Jun 30, 2024 | Post-closing letter (target: Jun 10); final document compilation and closing binder preparation; UCC continuation filing calendar establishment; German Grundbuch registration follow-up (registration expected Aug 2024); final billing and budget reconciliation | Obi, Morrow | Low–Moderate

CALDERWOOD & HARKNESS LLP 125 Broad Street New York, NY 10004

MATTER NO.: 1043-00001

BILLING CODE: IHDC-TLB-2024

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