1043-00003 · Ironhaven Loudoun Edge LLC · Administrative

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CALDERWOOD & HARKNESS LLP Attorneys at Law

2001 M Street NW, Suite 1200 Washington, DC 20036

Telephone: (202) 555-7400 Facsimile: (202) 555-7401 www.calderwoodharkness.com

January 22, 2024

VIA EMAIL AND Sundial Data Systems

Ironhaven Data Centers LLC 1900 Dominion Tower, Suite 400 Tysons Corner, VA 22182

Attention: Priya Ramanathan Partner, Head of Digital Infrastructure Cobalt Ridge Capital Partners, LP

cc: Marcus J. Kellner Managing Partner & Co-Founder Cobalt Ridge Capital Partners, LP

Re: Engagement of Calderwood & Harkness LLP as Borrower's Counsel — Construction-to-Permanent Financing of the Loudoun Edge Facility, Ashburn, Virginia

Dear Ms. Ramanathan:

1. Introduction and Confirmation of Engagement

Calderwood & Harkness LLP ("the Firm," "we," "our," or "C&H") is pleased to confirm its engagement by Ironhaven Data Centers LLC, a Virginia limited liability company ("IHDC," "you," or the "Client"), as borrower's counsel in connection with the proposed construction-to-permanent loan financing (the "Financing") for the development of a 4.5 MW edge data center facility located at 44350 Prentice Drive, Ashburn, Loudoun County, Virginia 20147 (the "Loudoun Edge Facility" or the "Project").

The Financing will involve a $45,000,000 construction-to-permanent loan facility (the "Loan") to be provided by Pinnacle Federal Savings Bank, a federally chartered savings bank ("Pinnacle" or the "Lender"), pursuant to the terms and conditions of a construction loan agreement and related loan documents to be negotiated and executed in connection therewith. The borrower under the Loan will be Ironhaven Loudoun Edge LLC, a Virginia limited liability company and single-purpose, bankruptcy-remote entity formed on January 8, 2024, and wholly owned by IHDC (the "Borrower" or "Loudoun Edge SPE"). We understand that the Borrower has been organized for the sole purpose of owning the Project and entering into the Loan, and that it has been structured to satisfy customary single-purpose entity and separateness covenants anticipated by the Lender.

We further understand that IHDC is a portfolio company of Cobalt Ridge Capital Partners, LP, a Delaware limited partnership (the "Equity Sponsor"), which holds an eighty-two percent (82%) membership interest in IHDC. In connection with the Financing, the Equity Sponsor will be providing a $12,000,000 equity contribution to fund a portion of the Project's total development costs and will be executing a completion guaranty in favor of the Lender to guarantee the lien-free completion of the construction of the Loudoun Edge Facility in accordance with the approved plans and specifications.

This letter (this "Engagement Letter") sets forth the terms and conditions upon which we have agreed to provide legal services to the Client in connection with the Financing. We ask that you review the terms set forth herein carefully, and that you indicate your agreement by executing and returning a copy of this Engagement Letter to us at your earliest convenience. Our engagement will be deemed effective as of the date of your countersignature below.

2. Scope of Representation

The following is a description of the legal services that the Firm will provide to the Client in connection with the Financing. Unless otherwise agreed in writing, our representation is limited to the matters described in this Section 2.

2.1 Loan Document Negotiation and Documentation

The Firm will review, negotiate, and comment upon all loan documents prepared or to be prepared by lender's counsel, Hargrove, Liddell & Pace LLP ("HLP"), on behalf of Pinnacle. We anticipate that the loan documents will include, but may not necessarily be limited to, the following:

(a) Construction Loan Agreement. The Construction Loan Agreement between the Borrower and Pinnacle (the "Loan Agreement"), which will contain the terms and conditions governing both the construction phase and the permanent phase of the Loan. Based on the term sheet provided to us, we understand that the construction-phase terms will include, among other things: (i) an interest rate of the Secured Overnight Financing Rate ("SOFR") plus 275 basis points per annum, subject to a SOFR floor of 3.00%; (ii) interest-only payments during the construction period; (iii) an eighteen (18)-month construction period; (iv) a draw procedure governing monthly requisitions, lien waiver requirements, and independent engineer inspections; and (v) an Outside Completion Date of September 30, 2025. The permanent-phase terms are anticipated to include: (i) conversion conditions, including achievement of substantial completion, satisfaction of debt service coverage and occupancy thresholds, and delivery of a final as-built survey and certificate of occupancy; (ii) a fixed interest rate based on the 5-Year U.S. Treasury rate plus 225 basis points, determined at the time of conversion; (iii) a twenty-five (25)-year amortization schedule; and (iv) a seven (7)-year final maturity date from the conversion date.

(b) Promissory Note. A Promissory Note in the principal amount of $45,000,000, evidencing the Borrower's obligation to repay the Loan in accordance with the terms and conditions set forth in the Loan Agreement.

(c) Deed of Trust. A Deed of Trust, Assignment of Leases and Rents, Security Agreement, and Fixture Filing (the "Deed of Trust") to be granted by the Borrower in favor of a trustee for the benefit of Pinnacle, encumbering the Project and all related real and personal property, leases, rents, and proceeds, and to be recorded in the land records of Loudoun County, Virginia.

(d) Completion Guaranty. A Completion Guaranty to be executed by Cobalt Ridge Capital Partners, LP, as guarantor, in favor of Pinnacle, guaranteeing the timely and lien-free completion of the construction of the Loudoun Edge Facility in accordance with the approved plans and specifications and the terms of the Loan Agreement.

(e) Environmental Indemnity Agreement. An Environmental Indemnity Agreement to be executed jointly by IHDC and Cobalt Ridge Capital Partners, LP, as indemnitors, in favor of Pinnacle, providing indemnification for environmental liabilities relating to the Project site.

(f) Collateral Assignment of Construction Contract, Plans, and Permits. A Collateral Assignment of Construction Contract, Plans, and Permits (the "Assignment of Contract"), pursuant to which the Borrower will collaterally assign to Pinnacle, as additional security for the Loan, all of the Borrower's right, title, and interest in and to the guaranteed maximum price ("GMP") construction contract entered into with Marlowe Asset Management-Pacific Construction, Inc., together with all plans, specifications, drawings, permits, licenses, and governmental approvals relating to the construction of the Project.

(g) Cash Management Agreement. A Cash Management Agreement establishing a lockbox account for the collection of rents and other revenues from the Project, and providing for springing cash sweep mechanics upon the occurrence of certain trigger events (such as a failure to satisfy debt service coverage ratio requirements or the occurrence of an event of default under the Loan Agreement).

(h) Pledge Agreement. A Pledge Agreement pursuant to which IHDC will pledge to Pinnacle one hundred percent (100%) of the membership interests in the Borrower as additional security for the Loan.

(i) Ancillary Loan Documents. Such other ancillary loan documents and instruments as may be required by Pinnacle or HLP in connection with the Financing, including but not limited to deposit account control agreements, subordination agreements, estoppel certificates, and any amendments or modifications to the foregoing.

We will coordinate the negotiation of the foregoing documents with HLP and will provide the Client with drafts, redlines, and written or oral summaries of material issues as appropriate throughout the negotiation process. We will also work to ensure that the loan documents are consistent with the terms reflected in the Lender's commitment letter and any applicable term sheet.

2.2 Title Review

The Firm will review the title commitment to be issued by Meridian Surety & Title Company ("Meridian") for the Project site, which is identified in the Loudoun County land records as Tax Map Parcel No. 087-23-5571. Our title review will include the following:

(a) Analysis of all Schedule B-1 requirements and Schedule B-2 exceptions set forth in the title commitment, with a particular focus on identifying any exceptions that may materially affect the Lender's first-priority lien position or the Borrower's use and enjoyment of the Project site.

(b) Recommendation of appropriate lender's title insurance endorsements, which may include, among others, ALTA 3.1 (zoning), ALTA 9 (comprehensive), ALTA 17 (access), ALTA 19 (contiguity), ALTA 25 (survey), ALTA 28 (easement), and such other endorsements as may be customarily required by Pinnacle or its counsel.

(c) Coordination with Karen Pavelka, Title Officer at Meridian Surety & Title Company, to clear title requirements, resolve objections, and confirm the insurability of Pinnacle's first-priority deed of trust lien on the Project.

We will provide the Client with a written summary of our title review findings and recommendations. We note that the Firm will not be serving as title agent or issuing any title insurance policies; Meridian will serve as the issuing agent for the Lender's and owner's title insurance policies.

2.3 Due Diligence and Third-Party Reports

The Firm will review third-party reports and deliverables to the extent relevant to the Financing and the representations, warranties, and covenants to be made by the Borrower in the loan documents. Such reports and deliverables are anticipated to include:

(a) The appraisal of the Project prepared by Graystone Appraisal Group LLC (David Huang, MAI), to be reviewed for consistency with the Loan amount and loan-to-value requirements.

(b) The Phase I Environmental Site Assessment for the Project site, to be reviewed for the identification of recognized environmental conditions, controlled recognized environmental conditions, or historical recognized environmental conditions that may affect the Borrower's environmental representations or require further investigation.

(c) The zoning compliance letter prepared by Fenwick, Gallo & Stein LLP (Patricia Gallo), to be reviewed for confirmation that the Project's intended use as a data center facility is a permitted use under applicable zoning regulations and that the Project complies with all applicable setback, height, parking, and other dimensional requirements.

(d) The ALTA/NSPS survey of the Project site, to be reviewed for consistency with the legal description in the Deed of Trust and the title commitment, and for the identification of any encroachments, boundary discrepancies, or other survey matters.

(e) Independent engineer reports from Whitmore & Associates, PC, to be reviewed for consistency with the construction budget, timeline, and specifications contemplated by the Loan Agreement.

In addition, the Firm will review and analyze existing tenant leases for the Project, including the leases with Sentinel Cloud Services, Inc. and Ridgeline Federal Solutions LLC, for the following purposes: (i) to ensure that lease-related representations and warranties in the loan documents (including rent rolls, lease summaries, and tenant estoppels) are accurate and complete; and (ii) to negotiate and prepare subordination, non-disturbance, and attornment agreements ("SNDAs") to be entered into between the Lender and each of the foregoing tenants, as may be required by the Lender.

2.4 Closing Deliverables

The Firm will prepare borrower-side closing deliverables, including the following:

(a) A Borrower's Closing Certificate certifying to the Lender the satisfaction of the conditions precedent to the initial advance under the Loan Agreement, including the truth and accuracy of representations and warranties, the absence of defaults, and the delivery of all required closing documents.

(b) A Secretary's Certificate for the Borrower and IHDC, attaching true and correct copies of organizational documents (including certificates of formation, operating agreements, and certificates of good standing), resolutions authorizing the Financing, and incumbency certificates identifying the officers or managers authorized to execute the loan documents on behalf of the Borrower and IHDC.

(c) Resolutions of the managers or members of the Borrower and IHDC authorizing the execution, delivery, and performance of the loan documents and the consummation of the transactions contemplated thereby.

(d) Preparation and maintenance of a Master Closing Checklist identifying all documents, deliverables, and conditions precedent required for the initial closing of the Loan, assigned to responsible parties with target delivery dates.

The Firm will coordinate with Calder & Baines, PLLC (Nina Ashford, CPA), IHDC's accountants, as needed regarding the delivery of financial statements and related financial deliverables required by the Lender as conditions precedent to closing.

The Firm will also coordinate with Meridian Surety & Title Company, in its capacity as escrow agent for the transaction, regarding the disbursement mechanics for the $12,000,000 equity contribution from the Equity Sponsor and the initial and subsequent advances of Loan proceeds.

2.5 Borrower's Counsel Legal Opinion

At closing, the Firm will render a legal opinion letter (the "Opinion") addressed to Pinnacle Federal Savings Bank covering the following matters:

(a) Due organization and good standing of the Borrower (Ironhaven Loudoun Edge LLC) and IHDC (Ironhaven Data Centers LLC) under the laws of the Commonwealth of Virginia, based on certificates of good standing obtained from the Virginia State Corporation Commission.

(b) Due authorization, execution, and delivery of the loan documents by the Borrower and IHDC (to the extent each is a party thereto).

(c) Enforceability of the loan documents against the Borrower and IHDC (to the extent each is a party thereto), in each case subject to customary enforceability exceptions, including bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium, and similar laws affecting creditors' rights generally and to general principles of equity.

(d) No conflicts between the execution, delivery, and performance of the loan documents and (i) the organizational documents of the Borrower and IHDC, (ii) applicable Virginia law, or (iii) any order, judgment, or decree of any court or governmental authority known to us and binding upon the Borrower or IHDC.

(e) No governmental consents, approvals, authorizations, or filings required in connection with the execution, delivery, and performance of the loan documents, other than (i) the recordation of the Deed of Trust in the land records of Loudoun County, Virginia, and (ii) the filing of UCC-1 financing statements with the Virginia State Corporation Commission.

(f) Perfection of security interests granted in favor of the Lender upon the recording of the Deed of Trust in the land records of Loudoun County, Virginia, and the filing of UCC-1 financing statements with the Virginia State Corporation Commission.

The Opinion will be subject to customary assumptions, qualifications, exceptions, and limitations, and will be rendered solely for the benefit of Pinnacle Federal Savings Bank and its successors and assigns. The form and substance of the Opinion will be subject to review and approval by the Firm's opinion committee.

2.6 Exclusions from Scope

Notwithstanding the foregoing, our representation in connection with the Financing does not include, and we will not be providing, the following services:

(a) Tax Advice. We will not provide tax advice of any kind, other than our review of tax-related representations and warranties contained in the loan documents for accuracy and consistency. The Client should consult with its own tax advisors regarding any tax implications of the Financing.

(b) Construction Contract. We will not prepare, negotiate, or advise the Client regarding the terms and conditions of the guaranteed maximum price construction contract with Marlowe Asset Management-Pacific Construction, Inc., except to the extent that we will review such contract in connection with the Collateral Assignment of Construction Contract, Plans, and Permits.

(c) Zoning and Land Use. We will not provide local zoning or land use advice or represent the Client before any zoning or land use authority. We understand that Fenwick, Gallo & Stein LLP (Patricia Gallo) serves as zoning counsel for the Project.

(d) Insurance Procurement. We will not procure, negotiate, or place any insurance policies on behalf of the Client, although we may review insurance requirements in the loan documents and coordinate with the Client's insurance broker to ensure compliance with the Lender's insurance requirements.

(e) Accounting and Auditing Services. We will not provide any accounting, auditing, or financial advisory services.

(f) Unrelated Matters. We will not provide advice on any matters unrelated to the Financing described in this Engagement Letter.

If, during the course of the engagement, additional matters arise that require legal services beyond the scope described above, we will discuss the scope, terms, and estimated costs of any such additional work with you prior to undertaking it. Any such additional work will be subject to a separate written agreement or an amendment to this Engagement Letter.

3. Engagement Team

The following attorneys have been assigned to the engagement and will be primarily responsible for the provision of legal services hereunder:

Angela Fontaine, Partner — Ms. Fontaine will serve as the Responsible Partner for the engagement. She will serve as the primary relationship partner, will oversee all aspects of the representation, and will be your principal point of contact for strategic and substantive matters relating to the Financing.

Douglas Fairchild, Partner — Mr. Fairchild will serve as the Billing Partner for the engagement. He will be responsible for all billing, fee arrangements, and financial matters related to the engagement, including the preparation and issuance of monthly invoices. Inquiries regarding invoices or fee matters should be directed to Mr. Fairchild.

Rafael Dominguez, Associate — Mr. Dominguez will serve as the Lead Associate on the engagement. He will handle day-to-day negotiation of the loan documents with HLP, oversee the drafting and revision of borrower-side deliverables, coordinate the preparation of closing deliverables, and maintain the Master Closing Checklist.

Cynthia Ho, Associate — Ms. Ho will serve as a Working Associate on the engagement. She will assist with title review, due diligence analysis of third-party reports, lease review, and document preparation.

From time to time, other attorneys, paralegals, or staff members of the Firm may be assigned to assist with the engagement as needed and appropriate. All such personnel will work under the supervision of Ms. Fontaine and the other members of the engagement team identified above. We will endeavor to staff the engagement efficiently and to avoid unnecessary duplication of effort.

4. Fees and Billing Arrangements

4.1 Billing Rates

Our fees for legal services rendered in connection with this engagement will be based on the time expended by the attorneys and paralegals working on the matter, at their then-current standard hourly billing rates. The current standard hourly rates for the members of the engagement team are as follows:

The foregoing rates are subject to annual adjustment, which typically takes effect on January 1 of each calendar year. In the event of any rate adjustment during the pendency of this engagement, we will communicate the adjusted rates to you in advance. Time will be recorded and billed in increments of one-tenth (0.1) of an hour.

4.2 Fee Estimate

Based on our current understanding of the transaction, including the structure, size, and anticipated complexity of the Financing, we estimate that total legal fees for the scope of services described in Section 2 of this Engagement Letter will be in the range of $225,000 to $300,000. This estimate assumes a transaction timeline of approximately twelve (12) to sixteen (16) weeks from the date of this Engagement Letter to closing, a single round of substantive negotiation with HLP on the principal loan documents, customary title exceptions and clearing requirements, and the rendering of the Borrower's counsel legal opinion in substantially the form described above.

This estimate is provided for budgeting purposes only and does not constitute a fee cap, a guaranteed maximum, or a fixed-fee quotation. Actual fees may be higher or lower than the estimated range depending on a number of factors, including, without limitation: the complexity and duration of loan document negotiations; the number of drafts, revisions, and negotiation sessions required; the nature and extent of title issues encountered; the scope and complexity of due diligence matters; changes in the transaction structure or timeline requested by the Lender; and any unforeseen issues or complications that may arise during the course of the engagement. We will endeavor to keep you informed on a timely basis if actual fees are trending materially above the estimated range.

4.3 Expenses. In addition to professional fees, the Client will be responsible for the reimbursement of reasonable out-of-pocket expenses incurred by the Firm in connection with the engagement. Such expenses may include, but are not limited to, the following:

(a) Recording fees, filing fees (including UCC-1 filing fees with the Virginia State Corporation Commission), and search costs (including UCC, judgment, tax lien, and litigation searches);

(b) Title search and title insurance premium contributions, to the extent any portion of the premium is allocated to the Borrower;

(d) Travel expenses, if any, incurred in connection with site visits to the Project, in-person closings, or meetings with the Client, the Lender, or other transaction parties;

(e) Charges for electronic research databases, including Westmark Data Systems, Sundial Solutions, and similar services, to the extent such charges are directly attributable to the engagement;

(f) Photocopying and document reproduction, charged at cost; and

(g) Other reasonable out-of-pocket disbursements directly related to the engagement.

4.4 Billing and Payment

Invoices for legal fees and expenses will be rendered on a monthly basis, typically within fifteen (15) days following the end of each calendar month. All invoices are payable within thirty (30) days of receipt. Invoices will reflect in reasonable detail the nature of the services performed, the attorney or paralegal performing such services, the time expended, and the applicable billing rate, as well as an itemization of out-of-pocket expenses incurred during the billing period.

All invoices will be directed to Douglas Fairchild, as Billing Partner, for review and processing. Inquiries regarding invoices, billing matters, or fee arrangements should be directed to Mr. Fairchild at (202) 555-7412 or douglas.fairchild@calderwoodharkness.com.

If the Client disputes any portion of an invoice, we ask that the Client notify us in writing within fifteen (15) days of receipt of the invoice, specifying the nature and basis of the dispute. The undisputed portion of any invoice shall remain due and payable in accordance with the terms set forth above.

5. Reimbursement of Lender's Counsel Fees

The Client acknowledges and agrees that, pursuant to the terms and conditions of the Loan and the Lender's commitment letter, the Borrower will be required to reimburse the Lender for the reasonable fees and expenses of lender's counsel, Hargrove, Liddell & Pace LLP ("HLP"), incurred in connection with the negotiation, documentation, and closing of the Financing. We understand that the reimbursement of lender's counsel fees has been capped at a maximum amount of $175,000, which amount is anticipated to be payable by the Borrower at or prior to the closing of the Loan.

The Firm has no responsibility for, and makes no representation regarding, the reasonableness, accuracy, or amount of the fees charged by HLP. The Firm is not a party to any fee arrangement between the Lender and HLP, and the Client should independently satisfy itself as to the terms of such arrangement. Notwithstanding the foregoing, as part of our negotiation and documentation of the Loan, we will endeavor to negotiate and confirm the $175,000 lender's counsel fee cap in the Loan Agreement or a side letter, as applicable, for the benefit of the Borrower.

6. Client Identification and Communications

Our client in this engagement is Ironhaven Data Centers LLC. We do not represent, and nothing in this Engagement Letter shall be construed to create an attorney-client relationship between the Firm and, any of the following: Cobalt Ridge Capital Partners, LP; Cobalt Ridge GP LLC (or any other general partner, affiliate, or fund vehicle of the Equity Sponsor); Ironhaven Loudoun Edge LLC (except to the limited extent necessary to render the legal opinion described in Section 2.5 above and to prepare closing deliverables on behalf of the Borrower entity); Pinnacle Federal Savings Bank; Marlowe Asset Management-Pacific Construction, Inc.; or any other party to the Financing or the transactions contemplated thereby.

We understand that the primary business contact for the engagement will be Priya Ramanathan, Partner, Head of Digital Infrastructure, Cobalt Ridge Capital Partners, LP, located at 300 Park Avenue South, 14th Floor, New York, NY 10010 (email: pramanathan@cobaltridgecap.com; telephone: (212) 555-8340). We further understand that Ms. Ramanathan is authorized to provide instructions, directions, and approvals on behalf of the Client in connection with the Financing, and we will be entitled to rely upon such instructions unless and until notified otherwise in writing by the Client.

We may, from time to time, communicate with other Cobalt Ridge personnel (including Mr. Kellner) or IHDC management regarding the progress and status of the engagement. However, our duties of loyalty, confidentiality, and professional responsibility run exclusively to IHDC as the Client, and our representation is undertaken solely for the benefit of IHDC.

All formal correspondence, notices, and deliverables will be directed to the Client at the address set forth above unless we are otherwise instructed in writing. The Client agrees to respond promptly to requests for information, documents, and instructions, and to keep us informed of material developments relating to the Project or the Financing that may affect the scope or conduct of our representation.

7. Conflicts of Interest

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

The Client acknowledges that Calderwood & Harkness LLP is a large, multi-office law firm with a diverse practice and a broad base of clients in the financial services, real estate, and technology sectors, among others. The Firm may currently represent, or may in the future undertake the representation of, other clients whose interests may be adverse to those of the Client in matters that are wholly unrelated to the Financing or the subject matter of this engagement. By executing this Engagement Letter, the Client consents to and waives any conflict of interest arising from or related to such unrelated representations, provided that such representations do not involve the same transaction or the same specific dispute as this engagement and do not involve the use of the Client's confidential information.

This waiver does not extend to any conflict that is directly related to the Financing or that involves the Firm's representation of any party to the Financing (including, without limitation, Pinnacle Federal Savings Bank, HLP, or the Equity Sponsor) in any matter that is directly adverse to the Client's interests in the Financing. In the event that an actual or potential conflict of interest arises during the course of the engagement that cannot be waived or that we determine, in our professional judgment, would materially impair our ability to represent the Client effectively, the Firm will promptly notify the Client and take appropriate steps, which may include seeking the Client's informed consent to continued representation, implementing appropriate ethical screens within the Firm, or, if necessary, withdrawal from the engagement in accordance with applicable professional responsibility rules.

8. Confidentiality

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

Confidential information will not be disclosed to third parties except: (a) as specifically authorized by the Client in writing or orally; (b) as required by applicable law, regulation, court order, or subpoena; (c) as necessary in connection with the rendering of the legal services contemplated by this engagement, including, without limitation, the delivery of the legal opinion described in Section 2.5, coordination with Meridian Surety & Title Company, Calder & Baines, PLLC, Fenwick, Gallo & Stein LLP, HLP, and other transaction parties and professionals; or (d) as required by the Firm's obligations under applicable professional responsibility rules.

The Client's obligation to maintain the confidentiality of attorney-client privileged communications and the Firm's legal advice is governed by applicable law. We encourage the Client to consult with us before disclosing any privileged communications to third parties to avoid any inadvertent waiver of the attorney-client privilege.

9. Document Retention

Upon the conclusion of the engagement, the Firm will retain client files and documents in accordance with the Firm's standard document retention policy, a copy of which is available upon request.

Original executed documents (including original loan documents, opinions, and certificates) will be returned to the Client promptly upon the Client's written request. In the absence of such a request, the Firm will retain such original documents in its files, together with copies of all other engagement files and correspondence, for the benefit of the Client.

The Firm reserves the right to destroy client files, including both paper and electronic records, after a retention period of ten (10) years following the conclusion of the engagement, without further notice or liability to the Client, except that the Firm will provide the Client with written notice at least sixty (60) days prior to the scheduled destruction of any files and will afford the Client a reasonable opportunity to request the return of any files or documents prior to destruction. The Client acknowledges and agrees that, following the expiration of the retention period and the provision of the notice described above, the Firm shall have no further obligation to retain or preserve any client files or documents.

10. Limitation of Liability

The Firm's aggregate liability to the Client arising out of or in connection with this engagement, whether based on contract, tort, negligence, strict liability, or any other legal theory, shall not exceed the total amount of professional fees actually paid to the Firm by the Client for services rendered under this Engagement Letter.

In no event shall the Firm be liable to the Client for any consequential, indirect, incidental, special, exemplary, or punitive damages of any kind, including, without limitation, lost profits, lost revenues, diminution in value, or loss of business opportunity, arising from or related to this engagement, even if the Firm has been advised of the possibility of such damages.

The limitations of liability set forth in this Section 10 shall not apply to any liability arising directly from the Firm's willful misconduct or gross negligence in connection with the performance of services under this Engagement Letter.

11. Termination

Either party may terminate this engagement at any time, with or without cause, upon written notice to the other party. In the event that the Client terminates the engagement, the termination shall be effective upon the Firm's receipt of written notice from the Client. In the event that the Firm terminates the engagement, the termination shall be effective upon the Client's receipt of written notice from the Firm, subject to the Firm's obligations under applicable professional responsibility rules regarding withdrawal from representation.

In the event of termination of this engagement by either party, for any reason:

(a) The Client will remain responsible for the payment of all fees and expenses incurred by the Firm through the effective date of termination, and the Firm shall render a final invoice for such fees and expenses, which shall be payable in accordance with Section 4.4 of this Engagement Letter.

(b) The Firm will take reasonable steps to protect the Client's interests and to facilitate an orderly transition of the matter to successor counsel or to the Client, as applicable, including the prompt transfer of client files, documents, and work product to the Client or its designee upon request.

(c) The Firm shall continue to be bound by its obligations of confidentiality with respect to all confidential information received in connection with the engagement, notwithstanding the termination of the engagement.

The Client's obligations under Sections 4, 5, 8, 9, 10, and 12 of this Engagement Letter shall survive the termination of the engagement.

12. Governing Law

This Engagement Letter and the terms and conditions set forth herein shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia, without giving effect to any choice of law or conflict of laws rules or provisions that would cause the application of the laws of any other jurisdiction. Any dispute arising out of or relating to this Engagement Letter or the engagement contemplated hereby shall be subject to the exclusive jurisdiction of the state and federal courts located in the Commonwealth of Virginia, and each party hereby consents to the personal jurisdiction of such courts.

13. Agreement and Acceptance

This Engagement Letter constitutes the entire agreement between the Firm and the Client with respect to the engagement described herein and supersedes all prior or contemporaneous oral or written communications, proposals, or agreements relating to the subject matter hereof. This Engagement Letter may not be amended or modified except by a written instrument signed by both parties. If any provision of this Engagement Letter is held to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect.

If the foregoing terms are acceptable to you, please indicate your agreement by signing and dating the enclosed copy of this Engagement Letter in the space provided below and returning it to the undersigned. We look forward to working with you and the Cobalt Ridge team on the Financing, and we appreciate your confidence in Calderwood & Harkness LLP.

Very truly yours,

CALDERWOOD & HARKNESS LLP

By: ________

Name: Angela Fontaine

Title: Partner

Date: January 22, 2024

ACCEPTED AND AGREED:

IRONHAVEN DATA CENTERS LLC

By: ________

Name: Priya Ramanathan (as authorized representative)

Title: Authorized Signatory

Date: ________

Enclosures: None.

cc: Marcus J. Kellner, Managing Partner & Co-Founder, Cobalt Ridge Capital Partners, LP Douglas Fairchild, Partner, Calderwood & Harkness LLP Rafael Dominguez, Associate, Calderwood & Harkness LLP

Professional	Title	Hourly Rate
Angela Fontaine	Partner	$895
Douglas Fairchild	Partner	$895
Rafael Dominguez	Associate	$495
Cynthia Ho	Associate	$495
Paralegals	—	$295

CALDERWOOD & HARKNESS LLP Attorneys at Law
2001 M Street NW, Suite 1200 Washington, DC 20036
Telephone: (202) 555-7400 Facsimile: (202) 555-7401 www.calderwoodharkness.com
January 22, 2024
VIA EMAIL AND Sundial Data Systems
Ironhaven Data Centers LLC 1900 Dominion Tower, Suite 400 Tysons Corner, VA 22182
Attention: Priya Ramanathan Partner, Head of Digital Infrastructure Cobalt Ridge Capital Partners, LP
cc: Marcus J. Kellner Managing Partner & Co-Founder Cobalt Ridge Capital Partners, LP
Re: Engagement of Calderwood & Harkness LLP as Borrower's Counsel — Construction-to-Permanent Financing of the Loudoun Edge Facility, Ashburn, Virginia
Dear Ms. Ramanathan:
1. Introduction and Confirmation of Engagement
Calderwood & Harkness LLP ("the Firm," "we," "our," or "C&H") is pleased to confirm its engagement by Ironhaven Data Centers LLC, a Virginia limited liability company ("IHDC," "you," or the "Client"), as borrower's counsel in connection with the proposed construction-to-permanent loan financing (the "Financing") for the development of a 4.5 MW edge data center facility located at 44350 Prentice Drive, Ashburn, Loudoun County, Virginia 20147 (the "Loudoun Edge Facility" or the "Project").
The Financing will involve a $45,000,000 construction-to-permanent loan facility (the "Loan") to be provided by Pinnacle Federal Savings Bank, a federally chartered savings bank ("Pinnacle" or the "Lender"), pursuant to the terms and conditions of a construction loan agreement and related loan documents to be negotiated and executed in connection therewith. The borrower under the Loan will be Ironhaven Loudoun Edge LLC, a Virginia limited liability company and single-purpose, bankruptcy-remote entity formed on January 8, 2024, and wholly owned by IHDC (the "Borrower" or "Loudoun Edge SPE"). We understand that the Borrower has been organized for the sole purpose of owning the Project and entering into the Loan, and that it has been structured to satisfy customary single-purpose entity and separateness covenants anticipated by the Lender.
We further understand that IHDC is a portfolio company of Cobalt Ridge Capital Partners, LP, a Delaware limited partnership (the "Equity Sponsor"), which holds an eighty-two percent (82%) membership interest in IHDC. In connection with the Financing, the Equity Sponsor will be providing a $12,000,000 equity contribution to fund a portion of the Project's total development costs and will be executing a completion guaranty in favor of the Lender to guarantee the lien-free completion of the construction of the Loudoun Edge Facility in accordance with the approved plans and specifications.
This letter (this "Engagement Letter") sets forth the terms and conditions upon which we have agreed to provide legal services to the Client in connection with the Financing. We ask that you review the terms set forth herein carefully, and that you indicate your agreement by executing and returning a copy of this Engagement Letter to us at your earliest convenience. Our engagement will be deemed effective as of the date of your countersignature below.
2. Scope of Representation
The following is a description of the legal services that the Firm will provide to the Client in connection with the Financing. Unless otherwise agreed in writing, our representation is limited to the matters described in this Section 2.
2.1 Loan Document Negotiation and Documentation
The Firm will review, negotiate, and comment upon all loan documents prepared or to be prepared by lender's counsel, Hargrove, Liddell & Pace LLP ("HLP"), on behalf of Pinnacle. We anticipate that the loan documents will include, but may not necessarily be limited to, the following:
(a) Construction Loan Agreement. The Construction Loan Agreement between the Borrower and Pinnacle (the "Loan Agreement"), which will contain the terms and conditions governing both the construction phase and the permanent phase of the Loan. Based on the term sheet provided to us, we understand that the construction-phase terms will include, among other things: (i) an interest rate of the Secured Overnight Financing Rate ("SOFR") plus 275 basis points per annum, subject to a SOFR floor of 3.00%; (ii) interest-only payments during the construction period; (iii) an eighteen (18)-month construction period; (iv) a draw procedure governing monthly requisitions, lien waiver requirements, and independent engineer inspections; and (v) an Outside Completion Date of September 30, 2025. The permanent-phase terms are anticipated to include: (i) conversion conditions, including achievement of substantial completion, satisfaction of debt service coverage and occupancy thresholds, and delivery of a final as-built survey and certificate of occupancy; (ii) a fixed interest rate based on the 5-Year U.S. Treasury rate plus 225 basis points, determined at the time of conversion; (iii) a twenty-five (25)-year amortization schedule; and (iv) a seven (7)-year final maturity date from the conversion date.
(b) Promissory Note. A Promissory Note in the principal amount of $45,000,000, evidencing the Borrower's obligation to repay the Loan in accordance with the terms and conditions set forth in the Loan Agreement.
(c) Deed of Trust. A Deed of Trust, Assignment of Leases and Rents, Security Agreement, and Fixture Filing (the "Deed of Trust") to be granted by the Borrower in favor of a trustee for the benefit of Pinnacle, encumbering the Project and all related real and personal property, leases, rents, and proceeds, and to be recorded in the land records of Loudoun County, Virginia.
(d) Completion Guaranty. A Completion Guaranty to be executed by Cobalt Ridge Capital Partners, LP, as guarantor, in favor of Pinnacle, guaranteeing the timely and lien-free completion of the construction of the Loudoun Edge Facility in accordance with the approved plans and specifications and the terms of the Loan Agreement.
(e) Environmental Indemnity Agreement. An Environmental Indemnity Agreement to be executed jointly by IHDC and Cobalt Ridge Capital Partners, LP, as indemnitors, in favor of Pinnacle, providing indemnification for environmental liabilities relating to the Project site.
(f) Collateral Assignment of Construction Contract, Plans, and Permits. A Collateral Assignment of Construction Contract, Plans, and Permits (the "Assignment of Contract"), pursuant to which the Borrower will collaterally assign to Pinnacle, as additional security for the Loan, all of the Borrower's right, title, and interest in and to the guaranteed maximum price ("GMP") construction contract entered into with Marlowe Asset Management-Pacific Construction, Inc., together with all plans, specifications, drawings, permits, licenses, and governmental approvals relating to the construction of the Project.
(g) Cash Management Agreement. A Cash Management Agreement establishing a lockbox account for the collection of rents and other revenues from the Project, and providing for springing cash sweep mechanics upon the occurrence of certain trigger events (such as a failure to satisfy debt service coverage ratio requirements or the occurrence of an event of default under the Loan Agreement).
(h) Pledge Agreement. A Pledge Agreement pursuant to which IHDC will pledge to Pinnacle one hundred percent (100%) of the membership interests in the Borrower as additional security for the Loan.
(i) Ancillary Loan Documents. Such other ancillary loan documents and instruments as may be required by Pinnacle or HLP in connection with the Financing, including but not limited to deposit account control agreements, subordination agreements, estoppel certificates, and any amendments or modifications to the foregoing.
We will coordinate the negotiation of the foregoing documents with HLP and will provide the Client with drafts, redlines, and written or oral summaries of material issues as appropriate throughout the negotiation process. We will also work to ensure that the loan documents are consistent with the terms reflected in the Lender's commitment letter and any applicable term sheet.
2.2 Title Review
The Firm will review the title commitment to be issued by Meridian Surety & Title Company ("Meridian") for the Project site, which is identified in the Loudoun County land records as Tax Map Parcel No. 087-23-5571. Our title review will include the following:
(a) Analysis of all Schedule B-1 requirements and Schedule B-2 exceptions set forth in the title commitment, with a particular focus on identifying any exceptions that may materially affect the Lender's first-priority lien position or the Borrower's use and enjoyment of the Project site.
(b) Recommendation of appropriate lender's title insurance endorsements, which may include, among others, ALTA 3.1 (zoning), ALTA 9 (comprehensive), ALTA 17 (access), ALTA 19 (contiguity), ALTA 25 (survey), ALTA 28 (easement), and such other endorsements as may be customarily required by Pinnacle or its counsel.
(c) Coordination with Karen Pavelka, Title Officer at Meridian Surety & Title Company, to clear title requirements, resolve objections, and confirm the insurability of Pinnacle's first-priority deed of trust lien on the Project.
We will provide the Client with a written summary of our title review findings and recommendations. We note that the Firm will not be serving as title agent or issuing any title insurance policies; Meridian will serve as the issuing agent for the Lender's and owner's title insurance policies.
2.3 Due Diligence and Third-Party Reports
The Firm will review third-party reports and deliverables to the extent relevant to the Financing and the representations, warranties, and covenants to be made by the Borrower in the loan documents. Such reports and deliverables are anticipated to include:
(a) The appraisal of the Project prepared by Graystone Appraisal Group LLC (David Huang, MAI), to be reviewed for consistency with the Loan amount and loan-to-value requirements.
(b) The Phase I Environmental Site Assessment for the Project site, to be reviewed for the identification of recognized environmental conditions, controlled recognized environmental conditions, or historical recognized environmental conditions that may affect the Borrower's environmental representations or require further investigation.
(c) The zoning compliance letter prepared by Fenwick, Gallo & Stein LLP (Patricia Gallo), to be reviewed for confirmation that the Project's intended use as a data center facility is a permitted use under applicable zoning regulations and that the Project complies with all applicable setback, height, parking, and other dimensional requirements.
(d) The ALTA/NSPS survey of the Project site, to be reviewed for consistency with the legal description in the Deed of Trust and the title commitment, and for the identification of any encroachments, boundary discrepancies, or other survey matters.
(e) Independent engineer reports from Whitmore & Associates, PC, to be reviewed for consistency with the construction budget, timeline, and specifications contemplated by the Loan Agreement.
In addition, the Firm will review and analyze existing tenant leases for the Project, including the leases with Sentinel Cloud Services, Inc. and Ridgeline Federal Solutions LLC, for the following purposes: (i) to ensure that lease-related representations and warranties in the loan documents (including rent rolls, lease summaries, and tenant estoppels) are accurate and complete; and (ii) to negotiate and prepare subordination, non-disturbance, and attornment agreements ("SNDAs") to be entered into between the Lender and each of the foregoing tenants, as may be required by the Lender.
2.4 Closing Deliverables
The Firm will prepare borrower-side closing deliverables, including the following:
(a) A Borrower's Closing Certificate certifying to the Lender the satisfaction of the conditions precedent to the initial advance under the Loan Agreement, including the truth and accuracy of representations and warranties, the absence of defaults, and the delivery of all required closing documents.
(b) A Secretary's Certificate for the Borrower and IHDC, attaching true and correct copies of organizational documents (including certificates of formation, operating agreements, and certificates of good standing), resolutions authorizing the Financing, and incumbency certificates identifying the officers or managers authorized to execute the loan documents on behalf of the Borrower and IHDC.
(c) Resolutions of the managers or members of the Borrower and IHDC authorizing the execution, delivery, and performance of the loan documents and the consummation of the transactions contemplated thereby.
(d) Preparation and maintenance of a Master Closing Checklist identifying all documents, deliverables, and conditions precedent required for the initial closing of the Loan, assigned to responsible parties with target delivery dates.
The Firm will coordinate with Calder & Baines, PLLC (Nina Ashford, CPA), IHDC's accountants, as needed regarding the delivery of financial statements and related financial deliverables required by the Lender as conditions precedent to closing.
The Firm will also coordinate with Meridian Surety & Title Company, in its capacity as escrow agent for the transaction, regarding the disbursement mechanics for the $12,000,000 equity contribution from the Equity Sponsor and the initial and subsequent advances of Loan proceeds.
2.5 Borrower's Counsel Legal Opinion
At closing, the Firm will render a legal opinion letter (the "Opinion") addressed to Pinnacle Federal Savings Bank covering the following matters:
(a) Due organization and good standing of the Borrower (Ironhaven Loudoun Edge LLC) and IHDC (Ironhaven Data Centers LLC) under the laws of the Commonwealth of Virginia, based on certificates of good standing obtained from the Virginia State Corporation Commission.
(b) Due authorization, execution, and delivery of the loan documents by the Borrower and IHDC (to the extent each is a party thereto).
(c) Enforceability of the loan documents against the Borrower and IHDC (to the extent each is a party thereto), in each case subject to customary enforceability exceptions, including bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium, and similar laws affecting creditors' rights generally and to general principles of equity.
(d) No conflicts between the execution, delivery, and performance of the loan documents and (i) the organizational documents of the Borrower and IHDC, (ii) applicable Virginia law, or (iii) any order, judgment, or decree of any court or governmental authority known to us and binding upon the Borrower or IHDC.
(e) No governmental consents, approvals, authorizations, or filings required in connection with the execution, delivery, and performance of the loan documents, other than (i) the recordation of the Deed of Trust in the land records of Loudoun County, Virginia, and (ii) the filing of UCC-1 financing statements with the Virginia State Corporation Commission.
(f) Perfection of security interests granted in favor of the Lender upon the recording of the Deed of Trust in the land records of Loudoun County, Virginia, and the filing of UCC-1 financing statements with the Virginia State Corporation Commission.
The Opinion will be subject to customary assumptions, qualifications, exceptions, and limitations, and will be rendered solely for the benefit of Pinnacle Federal Savings Bank and its successors and assigns. The form and substance of the Opinion will be subject to review and approval by the Firm's opinion committee.
2.6 Exclusions from Scope
Notwithstanding the foregoing, our representation in connection with the Financing does not include, and we will not be providing, the following services:
(a) Tax Advice. We will not provide tax advice of any kind, other than our review of tax-related representations and warranties contained in the loan documents for accuracy and consistency. The Client should consult with its own tax advisors regarding any tax implications of the Financing.
(b) Construction Contract. We will not prepare, negotiate, or advise the Client regarding the terms and conditions of the guaranteed maximum price construction contract with Marlowe Asset Management-Pacific Construction, Inc., except to the extent that we will review such contract in connection with the Collateral Assignment of Construction Contract, Plans, and Permits.
(c) Zoning and Land Use. We will not provide local zoning or land use advice or represent the Client before any zoning or land use authority. We understand that Fenwick, Gallo & Stein LLP (Patricia Gallo) serves as zoning counsel for the Project.
(d) Insurance Procurement. We will not procure, negotiate, or place any insurance policies on behalf of the Client, although we may review insurance requirements in the loan documents and coordinate with the Client's insurance broker to ensure compliance with the Lender's insurance requirements.
(e) Accounting and Auditing Services. We will not provide any accounting, auditing, or financial advisory services.
(f) Unrelated Matters. We will not provide advice on any matters unrelated to the Financing described in this Engagement Letter.
If, during the course of the engagement, additional matters arise that require legal services beyond the scope described above, we will discuss the scope, terms, and estimated costs of any such additional work with you prior to undertaking it. Any such additional work will be subject to a separate written agreement or an amendment to this Engagement Letter.
3. Engagement Team
The following attorneys have been assigned to the engagement and will be primarily responsible for the provision of legal services hereunder:
Angela Fontaine, Partner — Ms. Fontaine will serve as the Responsible Partner for the engagement. She will serve as the primary relationship partner, will oversee all aspects of the representation, and will be your principal point of contact for strategic and substantive matters relating to the Financing.
Douglas Fairchild, Partner — Mr. Fairchild will serve as the Billing Partner for the engagement. He will be responsible for all billing, fee arrangements, and financial matters related to the engagement, including the preparation and issuance of monthly invoices. Inquiries regarding invoices or fee matters should be directed to Mr. Fairchild.
Rafael Dominguez, Associate — Mr. Dominguez will serve as the Lead Associate on the engagement. He will handle day-to-day negotiation of the loan documents with HLP, oversee the drafting and revision of borrower-side deliverables, coordinate the preparation of closing deliverables, and maintain the Master Closing Checklist.
Cynthia Ho, Associate — Ms. Ho will serve as a Working Associate on the engagement. She will assist with title review, due diligence analysis of third-party reports, lease review, and document preparation.
From time to time, other attorneys, paralegals, or staff members of the Firm may be assigned to assist with the engagement as needed and appropriate. All such personnel will work under the supervision of Ms. Fontaine and the other members of the engagement team identified above. We will endeavor to staff the engagement efficiently and to avoid unnecessary duplication of effort.
4. Fees and Billing Arrangements
4.1 Billing Rates
Our fees for legal services rendered in connection with this engagement will be based on the time expended by the attorneys and paralegals working on the matter, at their then-current standard hourly billing rates. The current standard hourly rates for the members of the engagement team are as follows:
The foregoing rates are subject to annual adjustment, which typically takes effect on January 1 of each calendar year. In the event of any rate adjustment during the pendency of this engagement, we will communicate the adjusted rates to you in advance. Time will be recorded and billed in increments of one-tenth (0.1) of an hour.
4.2 Fee Estimate
Based on our current understanding of the transaction, including the structure, size, and anticipated complexity of the Financing, we estimate that total legal fees for the scope of services described in Section 2 of this Engagement Letter will be in the range of $225,000 to $300,000. This estimate assumes a transaction timeline of approximately twelve (12) to sixteen (16) weeks from the date of this Engagement Letter to closing, a single round of substantive negotiation with HLP on the principal loan documents, customary title exceptions and clearing requirements, and the rendering of the Borrower's counsel legal opinion in substantially the form described above.
This estimate is provided for budgeting purposes only and does not constitute a fee cap, a guaranteed maximum, or a fixed-fee quotation. Actual fees may be higher or lower than the estimated range depending on a number of factors, including, without limitation: the complexity and duration of loan document negotiations; the number of drafts, revisions, and negotiation sessions required; the nature and extent of title issues encountered; the scope and complexity of due diligence matters; changes in the transaction structure or timeline requested by the Lender; and any unforeseen issues or complications that may arise during the course of the engagement. We will endeavor to keep you informed on a timely basis if actual fees are trending materially above the estimated range.
4.3 Expenses.  In addition to professional fees, the Client will be responsible for the reimbursement of reasonable out-of-pocket expenses incurred by the Firm in connection with the engagement. Such expenses may include, but are not limited to, the following:
(a) Recording fees, filing fees (including UCC-1 filing fees with the Virginia State Corporation Commission), and search costs (including UCC, judgment, tax lien, and litigation searches);
(b) Title search and title insurance premium contributions, to the extent any portion of the premium is allocated to the Borrower;
(c) Overnight delivery, courier, and messenger charges;
(d) Travel expenses, if any, incurred in connection with site visits to the Project, in-person closings, or meetings with the Client, the Lender, or other transaction parties;
(e) Charges for electronic research databases, including Westmark Data Systems, Sundial Solutions, and similar services, to the extent such charges are directly attributable to the engagement;
(f) Photocopying and document reproduction, charged at cost; and
(g) Other reasonable out-of-pocket disbursements directly related to the engagement.
4.4 Billing and Payment
Invoices for legal fees and expenses will be rendered on a monthly basis, typically within fifteen (15) days following the end of each calendar month. All invoices are payable within thirty (30) days of receipt. Invoices will reflect in reasonable detail the nature of the services performed, the attorney or paralegal performing such services, the time expended, and the applicable billing rate, as well as an itemization of out-of-pocket expenses incurred during the billing period.
All invoices will be directed to Douglas Fairchild, as Billing Partner, for review and processing. Inquiries regarding invoices, billing matters, or fee arrangements should be directed to Mr. Fairchild at (202) 555-7412 or douglas.fairchild@calderwoodharkness.com.
If the Client disputes any portion of an invoice, we ask that the Client notify us in writing within fifteen (15) days of receipt of the invoice, specifying the nature and basis of the dispute. The undisputed portion of any invoice shall remain due and payable in accordance with the terms set forth above.
5. Reimbursement of Lender's Counsel Fees
The Client acknowledges and agrees that, pursuant to the terms and conditions of the Loan and the Lender's commitment letter, the Borrower will be required to reimburse the Lender for the reasonable fees and expenses of lender's counsel, Hargrove, Liddell & Pace LLP ("HLP"), incurred in connection with the negotiation, documentation, and closing of the Financing. We understand that the reimbursement of lender's counsel fees has been capped at a maximum amount of $175,000, which amount is anticipated to be payable by the Borrower at or prior to the closing of the Loan.
The Firm has no responsibility for, and makes no representation regarding, the reasonableness, accuracy, or amount of the fees charged by HLP. The Firm is not a party to any fee arrangement between the Lender and HLP, and the Client should independently satisfy itself as to the terms of such arrangement. Notwithstanding the foregoing, as part of our negotiation and documentation of the Loan, we will endeavor to negotiate and confirm the $175,000 lender's counsel fee cap in the Loan Agreement or a side letter, as applicable, for the benefit of the Borrower.
6. Client Identification and Communications
Our client in this engagement is Ironhaven Data Centers LLC. We do not represent, and nothing in this Engagement Letter shall be construed to create an attorney-client relationship between the Firm and, any of the following: Cobalt Ridge Capital Partners, LP; Cobalt Ridge GP LLC (or any other general partner, affiliate, or fund vehicle of the Equity Sponsor); Ironhaven Loudoun Edge LLC (except to the limited extent necessary to render the legal opinion described in Section 2.5 above and to prepare closing deliverables on behalf of the Borrower entity); Pinnacle Federal Savings Bank; Marlowe Asset Management-Pacific Construction, Inc.; or any other party to the Financing or the transactions contemplated thereby.
We understand that the primary business contact for the engagement will be Priya Ramanathan, Partner, Head of Digital Infrastructure, Cobalt Ridge Capital Partners, LP, located at 300 Park Avenue South, 14th Floor, New York, NY 10010 (email: pramanathan@cobaltridgecap.com; telephone: (212) 555-8340). We further understand that Ms. Ramanathan is authorized to provide instructions, directions, and approvals on behalf of the Client in connection with the Financing, and we will be entitled to rely upon such instructions unless and until notified otherwise in writing by the Client.
We may, from time to time, communicate with other Cobalt Ridge personnel (including Mr. Kellner) or IHDC management regarding the progress and status of the engagement. However, our duties of loyalty, confidentiality, and professional responsibility run exclusively to IHDC as the Client, and our representation is undertaken solely for the benefit of IHDC.
All formal correspondence, notices, and deliverables will be directed to the Client at the address set forth above unless we are otherwise instructed in writing. The Client agrees to respond promptly to requests for information, documents, and instructions, and to keep us informed of material developments relating to the Project or the Financing that may affect the scope or conduct of our representation.
7. Conflicts of Interest
Based on a comprehensive search of the Firm's conflicts database conducted as of the date of this Engagement Letter, we have identified no conflicts of interest that would prevent us from undertaking this engagement in accordance with the applicable Virginia Rules of Professional Conduct and the rules of any other jurisdiction in which attorneys assigned to this engagement may be licensed.
The Client acknowledges that Calderwood & Harkness LLP is a large, multi-office law firm with a diverse practice and a broad base of clients in the financial services, real estate, and technology sectors, among others. The Firm may currently represent, or may in the future undertake the representation of, other clients whose interests may be adverse to those of the Client in matters that are wholly unrelated to the Financing or the subject matter of this engagement. By executing this Engagement Letter, the Client consents to and waives any conflict of interest arising from or related to such unrelated representations, provided that such representations do not involve the same transaction or the same specific dispute as this engagement and do not involve the use of the Client's confidential information.
This waiver does not extend to any conflict that is directly related to the Financing or that involves the Firm's representation of any party to the Financing (including, without limitation, Pinnacle Federal Savings Bank, HLP, or the Equity Sponsor) in any matter that is directly adverse to the Client's interests in the Financing. In the event that an actual or potential conflict of interest arises during the course of the engagement that cannot be waived or that we determine, in our professional judgment, would materially impair our ability to represent the Client effectively, the Firm will promptly notify the Client and take appropriate steps, which may include seeking the Client's informed consent to continued representation, implementing appropriate ethical screens within the Firm, or, if necessary, withdrawal from the engagement in accordance with applicable professional responsibility rules.
8. Confidentiality
The Firm will maintain the confidentiality of all information received from or on behalf of the Client in connection with this engagement, in accordance with the applicable rules of professional conduct governing attorney-client relationships. All confidential information, documents, data, and communications relating to the Client's business, the Project, the Financing, and the terms and conditions of this engagement will be treated as privileged and confidential by all members of the Firm and its personnel.
Confidential information will not be disclosed to third parties except: (a) as specifically authorized by the Client in writing or orally; (b) as required by applicable law, regulation, court order, or subpoena; (c) as necessary in connection with the rendering of the legal services contemplated by this engagement, including, without limitation, the delivery of the legal opinion described in Section 2.5, coordination with Meridian Surety & Title Company, Calder & Baines, PLLC, Fenwick, Gallo & Stein LLP, HLP, and other transaction parties and professionals; or (d) as required by the Firm's obligations under applicable professional responsibility rules.
The Client's obligation to maintain the confidentiality of attorney-client privileged communications and the Firm's legal advice is governed by applicable law. We encourage the Client to consult with us before disclosing any privileged communications to third parties to avoid any inadvertent waiver of the attorney-client privilege.
9. Document Retention
Upon the conclusion of the engagement, the Firm will retain client files and documents in accordance with the Firm's standard document retention policy, a copy of which is available upon request.
Original executed documents (including original loan documents, opinions, and certificates) will be returned to the Client promptly upon the Client's written request. In the absence of such a request, the Firm will retain such original documents in its files, together with copies of all other engagement files and correspondence, for the benefit of the Client.
The Firm reserves the right to destroy client files, including both paper and electronic records, after a retention period of ten (10) years following the conclusion of the engagement, without further notice or liability to the Client, except that the Firm will provide the Client with written notice at least sixty (60) days prior to the scheduled destruction of any files and will afford the Client a reasonable opportunity to request the return of any files or documents prior to destruction. The Client acknowledges and agrees that, following the expiration of the retention period and the provision of the notice described above, the Firm shall have no further obligation to retain or preserve any client files or documents.
10. Limitation of Liability
The Firm's aggregate liability to the Client arising out of or in connection with this engagement, whether based on contract, tort, negligence, strict liability, or any other legal theory, shall not exceed the total amount of professional fees actually paid to the Firm by the Client for services rendered under this Engagement Letter.
In no event shall the Firm be liable to the Client for any consequential, indirect, incidental, special, exemplary, or punitive damages of any kind, including, without limitation, lost profits, lost revenues, diminution in value, or loss of business opportunity, arising from or related to this engagement, even if the Firm has been advised of the possibility of such damages.
The limitations of liability set forth in this Section 10 shall not apply to any liability arising directly from the Firm's willful misconduct or gross negligence in connection with the performance of services under this Engagement Letter.
11. Termination
Either party may terminate this engagement at any time, with or without cause, upon written notice to the other party. In the event that the Client terminates the engagement, the termination shall be effective upon the Firm's receipt of written notice from the Client. In the event that the Firm terminates the engagement, the termination shall be effective upon the Client's receipt of written notice from the Firm, subject to the Firm's obligations under applicable professional responsibility rules regarding withdrawal from representation.
In the event of termination of this engagement by either party, for any reason:
(a) The Client will remain responsible for the payment of all fees and expenses incurred by the Firm through the effective date of termination, and the Firm shall render a final invoice for such fees and expenses, which shall be payable in accordance with Section 4.4 of this Engagement Letter.
(b) The Firm will take reasonable steps to protect the Client's interests and to facilitate an orderly transition of the matter to successor counsel or to the Client, as applicable, including the prompt transfer of client files, documents, and work product to the Client or its designee upon request.
(c) The Firm shall continue to be bound by its obligations of confidentiality with respect to all confidential information received in connection with the engagement, notwithstanding the termination of the engagement.
The Client's obligations under Sections 4, 5, 8, 9, 10, and 12 of this Engagement Letter shall survive the termination of the engagement.
12. Governing Law
This Engagement Letter and the terms and conditions set forth herein shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia, without giving effect to any choice of law or conflict of laws rules or provisions that would cause the application of the laws of any other jurisdiction. Any dispute arising out of or relating to this Engagement Letter or the engagement contemplated hereby shall be subject to the exclusive jurisdiction of the state and federal courts located in the Commonwealth of Virginia, and each party hereby consents to the personal jurisdiction of such courts.
13. Agreement and Acceptance
This Engagement Letter constitutes the entire agreement between the Firm and the Client with respect to the engagement described herein and supersedes all prior or contemporaneous oral or written communications, proposals, or agreements relating to the subject matter hereof. This Engagement Letter may not be amended or modified except by a written instrument signed by both parties. If any provision of this Engagement Letter is held to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect.
If the foregoing terms are acceptable to you, please indicate your agreement by signing and dating the enclosed copy of this Engagement Letter in the space provided below and returning it to the undersigned. We look forward to working with you and the Cobalt Ridge team on the Financing, and we appreciate your confidence in Calderwood & Harkness LLP.
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Name: Angela Fontaine
Title: Partner
Date: January 22, 2024
ACCEPTED AND AGREED:
IRONHAVEN DATA CENTERS LLC
By: ________
Name: Priya Ramanathan (as authorized representative)
Title: Authorized Signatory
Date: ________
Enclosures: None.
cc: Marcus J. Kellner, Managing Partner & Co-Founder, Cobalt Ridge Capital Partners, LP Douglas Fairchild, Partner, Calderwood & Harkness LLP Rafael Dominguez, Associate, Calderwood & Harkness LLP
Professional | Title | Hourly Rate
Angela Fontaine | Partner | $895
Douglas Fairchild | Partner | $895
Rafael Dominguez | Associate | $495
Cynthia Ho | Associate | $495
Paralegals | — | $295

CALDERWOOD & HARKNESS LLP Attorneys at Law

CALDERWOOD & HARKNESS LLP

ACCEPTED AND AGREED:

IRONHAVEN DATA CENTERS LLC

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