1043-00003 · Ironhaven Loudoun Edge LLC · Closing

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CALDERWOOD & HARKNESS LLP Attorneys at Law

2001 M Street NW, Suite 1200 Washington, DC 20036

Telephone: (202) 555-8400 Facsimile: (202) 555-8401 www.calderwoodharkness.com

March 18, 2024

Pinnacle Federal Savings Bank 800 Constitution Avenue NW, Suite 550 Washington, DC 20001

Attention: Thomas R. Whitfield, Senior Vice President, Technology & Data Center Lending

Copy to: Sandra Ng, Executive Vice President, Credit Administration

Re: $45,000,000 Construction-to-Permanent Loan from Pinnacle Federal Savings Bank to Ironhaven Loudoun Edge LLC — Loudoun Edge Facility, 44350 Prentice Drive, Ashburn, Loudoun County, Virginia 20147

Ladies and Gentlemen:

We have acted as counsel to Ironhaven Loudoun Edge LLC, a Virginia limited liability company (the "Borrower"), and Ironhaven Data Centers LLC, a Virginia limited liability company ("IHDC" or the "Parent"), the sole member of Borrower, in connection with the $45,000,000 construction-to-permanent loan facility (the "Loan") from Pinnacle Federal Savings Bank, a federally chartered savings bank (the "Lender"). This opinion letter (this "Opinion") is delivered to you pursuant to Section 4.01(h) of the Construction Loan Agreement dated as of March 18, 2024 (the "Loan Agreement"), between Borrower and Lender. This Opinion is also delivered for the benefit of Lender's counsel, Hargrove, Liddell & Pace LLP, in connection with the closing of the Loan.

We note that Cobalt Ridge Capital Partners, LP, a Delaware limited partnership ("Guarantor"), is the equity sponsor of the project and the completion guarantor under the Completion Guaranty (as defined below). However, we do not opine on the laws of the State of Delaware, nor do we opine on the organization, good standing, power, or authority of the Guarantor or Cobalt Ridge GP LLC, its general partner. We understand that separate opinions addressing such matters under Delaware law will be delivered to Lender by Guarantor's Delaware counsel concurrently herewith.

In rendering the opinions set forth herein, we have examined the documents, instruments, certificates, and records described in Section 1 below, and we have made the assumptions set forth in Section 2 below. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Loan Agreement.

1. Documents Examined

In connection with the rendering of the opinions set forth herein, we have examined originals, or copies certified or otherwise identified to our satisfaction, of the following:

A. Loan Documents

The following documents are referred to collectively herein as the "Loan Documents":

(a) Construction Loan Agreement dated as of March 18, 2024, between Borrower and Lender (the "Loan Agreement");

(b) Promissory Note dated March 18, 2024, in the original principal amount of Forty-Five Million and No/100 Dollars ($45,000,000.00), executed by Borrower and payable to the order of Lender (the "Note");

(c) Deed of Trust, Assignment of Leases and Rents, Security Agreement, and Fixture Filing dated March 18, 2024, from Borrower, as Grantor, for the benefit of Lender, as Beneficiary, encumbering that certain real property located at 44350 Prentice Drive, Ashburn, Loudoun County, Virginia 20147, and more particularly described therein (Tax Map Parcel No. 087-23-5571) (the "Deed of Trust");

(d) Collateral Assignment of Construction Contract, Plans, and Permits dated March 18, 2024, from Borrower to Lender (the "Assignment of Construction Contract"), pursuant to which Borrower has assigned to Lender its rights, title, and interest under that certain Guaranteed Maximum Price Construction Contract dated January 22, 2024, between Borrower and Marlowe Asset Management-Pacific Construction, Inc. (Rob Castellano, President), with a guaranteed maximum price of Thirty-Three Million Seven Hundred Fifty Thousand and No/100 Dollars ($33,750,000.00);

(e) Cash Management Agreement dated March 18, 2024, among Borrower and Lender (the "Cash Management Agreement"), establishing the lockbox, operating, and reserve account structure for the project;

(f) Environmental Indemnity Agreement dated March 18, 2024, from IHDC and Cobalt Ridge Capital Partners, LP in favor of Lender (the "Environmental Indemnity"), jointly and severally indemnifying Lender with respect to environmental liabilities affecting the project site;

(g) Completion Guaranty dated March 18, 2024, from Cobalt Ridge Capital Partners, LP in favor of Lender (the "Completion Guaranty"), guaranteeing lien-free completion of the improvements in accordance with the plans and specifications — noted but not opined upon with respect to Guarantor's organization, good standing, or authority under the laws of the State of Delaware;

(h) Pledge Agreement dated March 18, 2024, from IHDC in favor of Lender (the "Pledge Agreement"), pledging one hundred percent (100%) of the limited liability company membership interests in Borrower as additional collateral for the Loan; and

(i) Borrower's Closing Certificate and Secretary's Certificate dated March 18, 2024, executed by the authorized representative of Borrower, certifying attached copies of organizational documents, resolutions, and incumbency of authorized signatories.

B. Organizational Documents

We have also examined the following organizational and formation documents:

(a) Articles of Organization of Ironhaven Loudoun Edge LLC filed with the Virginia State Corporation Commission (the "VA SCC") on January 8, 2024 (Entity ID: S9103284);

(b) Operating Agreement of Ironhaven Loudoun Edge LLC dated January 8, 2024, as amended through the date hereof (collectively, the "Borrower Operating Agreement");

(d) Operating Agreement of Ironhaven Data Centers LLC, as amended through the date hereof (collectively, the "IHDC Operating Agreement");

(e) Certificate of Good Standing for Ironhaven Loudoun Edge LLC issued by the VA SCC, dated within ten (10) days of the date hereof;

(f) Certificate of Good Standing for Ironhaven Data Centers LLC issued by the VA SCC, dated within ten (10) days of the date hereof; and

(g) Resolutions of IHDC, as sole member of Borrower, authorizing the Loan transaction, including the execution, delivery, and performance by Borrower of the Loan Documents, adopted by written consent effective as of March 15, 2024.

C. Other Documents and Records

In addition to the foregoing, we have examined the following documents, instruments, and records:

(a) Commitment for Title Insurance issued by Meridian Surety & Title Company (Commitment No. LDN-2024-03782, Title Officer: Karen Pavelka), dated March 4, 2024, with respect to the project site, together with copies of all underlying exception documents referenced therein;

(b) The following leases relating to the project site:

(i) Lease Agreement dated January 15, 2024, between Borrower, as landlord, and Sentinel Cloud Services, Inc., as tenant, covering approximately 22,000 rentable square feet at an annual base rent of $225.00 per square foot (the "Sentinel Lease"); and

(ii) Lease Agreement dated February 5, 2024, between Borrower, as landlord, and Ridgeline Federal Solutions LLC, as tenant, covering approximately 16,000 rentable square feet at an annual base rent of $210.00 per square foot (the "Ridgeline Lease," and together with the Sentinel Lease, the "Leases");

(c) Guaranteed Maximum Price Construction Contract dated January 22, 2024, between Borrower and Marlowe Asset Management-Pacific Construction, Inc. (Rob Castellano, President), with a guaranteed maximum price of $33,750,000.00 (the "GMP Contract");

(d) Loudoun County Building Permit No. BLD-2024-001287, issued February 28, 2024, by the Loudoun County Department of Building and Development, authorizing construction of the data center facility on the project site;

(e) Zoning compliance letter dated March 1, 2024, from Fenwick, Gallo & Stein LLP (Patricia Gallo, Esq.), as local zoning counsel, confirming that the project site is classified under the PD-IP (Planned Development — Industrial Park) zoning district and that the proposed data center use is a permitted use thereunder;

(f) UCC-1 financing statements prepared for filing with the VA SCC and the Clerk's Office of the Circuit Court of Loudoun County, Virginia, naming Borrower and IHDC, respectively, as debtors and Lender as secured party; and

(g) Such other documents, instruments, certificates, records, and matters of law as we deemed necessary or appropriate for the purposes of rendering the opinions set forth herein.

2. Assumptions

In rendering the opinions set forth in Section 3 below, we have, with your permission, made the following assumptions, without independent investigation or verification:

(a) All signatures on the documents examined by us (other than the signatures of authorized representatives of Borrower and IHDC) are genuine, and all natural persons executing such documents had the legal capacity to do so.

(b) All documents submitted to us as originals are authentic, complete, and accurate, and all documents submitted to us as copies (including facsimile, electronic, or photostatic copies) conform in all material respects to the originals thereof.

(c) Each party to the Loan Documents (other than Borrower and IHDC) has the requisite legal capacity, power, and authority to enter into, execute, deliver, and perform its respective obligations under the Loan Documents to which it is a party, and each such party has duly authorized, executed, and delivered such Loan Documents.

(d) The Loan Documents have been duly authorized, executed, and delivered by each party thereto other than Borrower and IHDC, and constitute the legal, valid, and binding obligations of each such party, enforceable against such party in accordance with their respective terms.

(e) Lender has acted in good faith and without notice of any defenses, claims, or counterclaims with respect to the transactions contemplated by the Loan Documents.

(f) The Loan Documents accurately describe and reflect the actual agreement and intent of the parties thereto with respect to the matters set forth therein, and there are no oral or written agreements, understandings, or courses of dealing among the parties that would modify, supplement, or contradict the terms of the Loan Documents.

(g) No fraud, duress, mistake, or undue influence has been practiced by or upon any party to the Loan Documents in connection with the negotiation, execution, delivery, or performance thereof.

(h) Federal law, including without limitation the regulations of the Office of the Comptroller of the Currency and such other banking regulations as may be applicable to Pinnacle Federal Savings Bank as a federally chartered savings bank, does not prohibit, restrict, or otherwise adversely affect the transactions contemplated by the Loan Documents or the ability of any party to perform its obligations thereunder.

(i) The Deed of Trust will be duly recorded in the land records maintained by the Clerk's Office of the Circuit Court of Loudoun County, Virginia, and the UCC-1 financing statements referenced herein will be duly filed with the VA SCC and, to the extent applicable, with the Clerk's Office of the Circuit Court of Loudoun County, Virginia, and all applicable recording and filing fees and documentary taxes (including the Virginia grantor's tax and recordation tax under Virginia Code §§ 58.1-801 and 58.1-802, to the extent applicable) will be duly paid at the time of such recording and filing.

(j) The consideration stated in the Loan Documents is adequate and has been or will be duly exchanged in accordance with the terms thereof.

3. Opinions

Based upon and subject to the foregoing, and subject to the limitations and qualifications set forth in Section 4 below, we are of the opinion that:

3.1 Due Organization and Good Standing — Borrower (Ironhaven Loudoun Edge LLC)

Ironhaven Loudoun Edge LLC is a limited liability company duly organized, validly existing, and in good standing under the laws of the Commonwealth of Virginia. Borrower was formed by the filing of its Articles of Organization with the VA SCC on January 8, 2024, and has been assigned Entity ID S9103284 by the VA SCC. Borrower's federal employer identification number is 93-4178226. Borrower is a single-purpose, bankruptcy-remote entity, as required by the Loan Agreement, and IHDC is its sole member. As reflected in the Borrower Operating Agreement and the organizational restrictions contained therein, Borrower was formed for the limited purpose of acquiring, developing, constructing, owning, and operating the data center facility located at 44350 Prentice Drive, Ashburn, Loudoun County, Virginia 20147, and entering into the Loan Documents in connection therewith.

Borrower has the limited liability company power and authority to own, lease, and operate its properties, including the project site at 44350 Prentice Drive, Ashburn, Virginia 20147, to carry on its business as currently conducted and as contemplated by the Loan Documents, and to execute, deliver, and perform its obligations under each of the Loan Documents to which it is a party.

3.2 Due Organization and Good Standing — Parent (Ironhaven Data Centers LLC)

Ironhaven Data Centers LLC is a limited liability company duly organized, validly existing, and in good standing under the laws of the Commonwealth of Virginia. IHDC has been assigned Entity ID S7842196 by the VA SCC. IHDC's federal employer identification number is 84-3291057. IHDC maintains its principal office at 1900 Dominion Tower, Suite 400, Tysons Corner, Virginia 22182.

IHDC has the limited liability company power and authority to act as sole member of Borrower, to authorize the execution, delivery, and performance by Borrower of the Loan Documents to which Borrower is a party, and to execute and deliver the Environmental Indemnity Agreement and the Pledge Agreement to which IHDC is a party and to perform its obligations thereunder.

We note for your information that Cobalt Ridge Capital Partners, LP, a Delaware limited partnership (EIN: 82-6504391), holds an eighty-two percent (82%) membership interest in IHDC. We do not opine on the organization, good standing, power, or authority of Cobalt Ridge Capital Partners, LP or Cobalt Ridge GP LLC, its general partner, as such entities are organized and existing under the laws of the State of Delaware. We understand that opinions addressing such Delaware law matters are being delivered separately to Lender by Guarantor's Delaware counsel.

3.3 Due Authorization, Execution, and Delivery

The execution, delivery, and performance by Borrower of the Loan Agreement, the Note, the Deed of Trust, the Assignment of Construction Contract, the Cash Management Agreement, and all other Loan Documents to which Borrower is a party have been duly authorized by all necessary limited liability company action on the part of Borrower, including the written consent and resolutions of IHDC, as sole member of Borrower, adopted effective as of March 15, 2024. No further limited liability company action or approval on the part of Borrower or its member is required in connection with the execution, delivery, or performance by Borrower of the Loan Documents to which it is a party.

The execution, delivery, and performance by IHDC of the Environmental Indemnity Agreement and the Pledge Agreement have been duly authorized by all necessary limited liability company action on the part of IHDC. No further limited liability company action or approval on the part of IHDC is required in connection with the execution, delivery, or performance by IHDC of such documents.

Each of the Loan Documents to which Borrower is a party has been duly executed and delivered by Borrower, and each of the Loan Documents to which IHDC is a party has been duly executed and delivered by IHDC. In rendering this opinion, we have relied upon the Borrower's Closing Certificate and Secretary's Certificate dated March 18, 2024, which certifies the incumbency and specimen signatures of all persons authorized to execute the Loan Documents on behalf of Borrower and IHDC, and which attaches true and correct copies of the resolutions adopted by IHDC as sole member of Borrower authorizing the transactions contemplated by the Loan Documents.

3.4 Enforceability. Each of the Loan Documents to which Borrower is a party constitutes the legal, valid, and binding obligation of Borrower, enforceable against Borrower in accordance with its respective terms. Each of the Loan Documents to which IHDC is a party constitutes the legal, valid, and binding obligation of IHDC, enforceable against IHDC in accordance with its respective terms.

The foregoing enforceability opinions are subject to the following customary qualifications and exceptions (collectively, the "Enforceability Qualifications"):

(a) The effect of applicable bankruptcy, insolvency, reorganization, receivership, moratorium, fraudulent conveyance, fraudulent transfer, preferential transfer, and other similar laws of general applicability now or hereafter in effect relating to or affecting the enforcement of creditors' rights generally.

(b) The effect of general principles of equity, including, without limitation, concepts of materiality, reasonableness, good faith, and fair dealing, and the possible unavailability of specific performance, injunctive relief, or other equitable remedies, regardless of whether enforcement is sought in a proceeding in equity or at law.

(c) The enforceability of provisions contained in the Loan Documents relating to indemnification, contribution, or exculpation to the extent such provisions may be limited by applicable law or considerations of public policy underlying such law, including, without limitation, public policy limiting the enforceability of provisions that purport to indemnify a party against liability for its own negligence or willful misconduct.

(d) The enforceability of provisions contained in the Loan Documents purporting to waive rights under Virginia law, to the extent such waivers are not permitted under applicable law, including, without limitation, certain waivers of statutory or constitutional rights of redemption, marshaling of assets or liens, homestead exemptions, or other rights that may not be waived under the laws of the Commonwealth of Virginia.

(e) The unenforceability of provisions contained in the Loan Documents that impose penalties, forfeitures, or liquidated damages that a court of competent jurisdiction may determine to be unreasonable, punitive, or disproportionate to the actual damages sustained by the non-breaching party.

(f) The power of a court of competent jurisdiction to refuse to enforce or to limit the application of provisions contained in the Loan Documents requiring payment of attorneys' fees, collection costs, or expenses to the extent such amounts are deemed by the court to be unreasonable in light of the circumstances.

(g) The effect of Virginia Code § 55.1-339 et seq. and other applicable provisions of the laws of the Commonwealth of Virginia governing deeds of trust, foreclosure sales, the exercise of powers of sale, the appointment of substitute trustees, and the rights of borrowers, guarantors, and other obligors in connection with the enforcement of security instruments encumbering real property located in Virginia.

3.5 No Conflicts

The execution, delivery, and performance by Borrower and IHDC of the Loan Documents to which each is a party, and compliance by Borrower and IHDC with the terms and provisions thereof, do not and will not:

(a) Violate or conflict with the Articles of Organization, Operating Agreement, or any other organizational document of Borrower or IHDC, in each case as in effect on the date hereof;

(b) Violate or conflict with any applicable law, statute, rule, regulation, order, judgment, writ, injunction, or decree of the Commonwealth of Virginia or any political subdivision thereof that is applicable to Borrower, IHDC, or any of their respective properties or assets, in each case to the extent known to us after the examination described in Section 1 hereof (provided that we express no opinion as to federal laws other than as described in our assumptions in Section 2(h), or as to the laws of any jurisdiction other than the Commonwealth of Virginia); or

(c) Result in a breach of, or constitute a default (or an event that, with notice or lapse of time, or both, would constitute a default) under, any material agreement, contract, indenture, mortgage, deed of trust, instrument, or obligation known to us to which Borrower or IHDC is a party or by which any of its properties or assets may be bound, or result in the creation or imposition of any lien, charge, security interest, or encumbrance upon any of the properties or assets of Borrower or IHDC, other than the liens and security interests expressly created by the Loan Documents in favor of Lender.

3.6 No Governmental Consents Required

No consent, approval, authorization, order, license, permit, registration, declaration, or filing with or by any governmental authority, agency, commission, board, bureau, or instrumentality of the Commonwealth of Virginia or any political subdivision thereof is required to have been obtained or made by Borrower or IHDC in connection with the execution, delivery, or performance of the Loan Documents, except for the following:

(a) The recording of the Deed of Trust in the land records maintained by the Clerk's Office of the Circuit Court of Loudoun County, Virginia, and the payment of all applicable recording fees and documentary taxes in connection therewith;

(b) The filing of UCC-1 financing statements with the VA SCC and, to the extent required for perfection of security interests in fixtures, with the Clerk's Office of the Circuit Court of Loudoun County, Virginia, and the payment of all applicable filing fees in connection therewith; and

(c) Such other consents, approvals, authorizations, permits, or filings as have been obtained or made on or prior to the date hereof, including, without limitation, Loudoun County Building Permit No. BLD-2024-001287, issued February 28, 2024, by the Loudoun County Department of Building and Development.

3.7 Security Interest — Deed of Trust (Real Property)

The Deed of Trust is in proper form for recording in the Clerk's Office of the Circuit Court of Loudoun County, Virginia, and complies with the requirements of applicable Virginia law for the creation of a deed of trust lien on real property located in the Commonwealth of Virginia. Upon due recordation of the Deed of Trust in the Clerk's Office of the Circuit Court of Loudoun County, Virginia, and the payment of all applicable recording fees and documentary taxes, the Deed of Trust will create a valid lien on and security interest in Borrower's fee simple interest in the real property described therein (Tax Map Parcel No. 087-23-5571, 44350 Prentice Drive, Ashburn, Loudoun County, Virginia 20147), together with all improvements now or hereafter erected thereon and all appurtenances, easements, and rights pertaining thereto, for the benefit of Lender, subject only to: (a) Permitted Exceptions as defined and set forth in the Loan Agreement and the Deed of Trust; and (b) such matters as would be disclosed by an accurate survey or physical inspection of the property, including encroachments, overlaps, boundary line disputes, and any matters not of record.

We express no opinion as to the priority of the lien of the Deed of Trust relative to other liens, claims, encumbrances, or interests of record or otherwise affecting the project site. The priority of the lien of the Deed of Trust is addressed by the lender's title insurance policy in the amount of $45,000,000.00 to be issued by Meridian Surety & Title Company, and Lender should rely upon such title insurance policy with respect to matters of lien priority and title.

3.8 Security Interest — Assignment of Leases and Rents

The assignment of leases and rents contained in the Deed of Trust constitutes a valid assignment by Borrower to Lender of Borrower's right, title, and interest as landlord in and to the leases of the project site, including, without limitation: (i) the Lease Agreement dated January 15, 2024, with Sentinel Cloud Services, Inc. (covering approximately 22,000 rentable square feet at an annual base rent of $225.00 per square foot); and (ii) the Lease Agreement dated February 5, 2024, with Ridgeline Federal Solutions LLC (covering approximately 16,000 rentable square feet at an annual base rent of $210.00 per square foot), together with all rents, issues, profits, revenues, and other income arising therefrom, whether now existing or hereafter arising, subject in each case to the Enforceability Qualifications set forth in Section 3.4 above.

Upon due recordation of the Deed of Trust in the land records maintained by the Clerk's Office of the Circuit Court of Loudoun County, Virginia, such assignment of leases and rents will be enforceable against Borrower in accordance with its terms. Subject to applicable provisions of Virginia law, including, without limitation, Virginia Code § 55.1-321 et seq. (governing the assignment of rents), the assignment of leases and rents will be enforceable against tenants under the Leases upon delivery of appropriate written notice to such tenants directing payment of rents to Lender or its designee, in accordance with the terms of the Deed of Trust and applicable law.

3.9 Security Interest — Personal Property (UCC)

The Loan Agreement, the Deed of Trust (to the extent it constitutes a security agreement with respect to personal property and fixtures), and the Pledge Agreement, taken together, create valid security interests under the Virginia Uniform Commercial Code (the "UCC"), Title 8.9A of the Code of Virginia, as amended, in the personal property collateral described therein, including, without limitation:

(a) All tangible and intangible personal property, equipment, fixtures, inventory, accounts, deposit accounts, general intangibles, permits, licenses, contract rights, chattel paper, instruments, and other personal property of Borrower related to or used in connection with the project site and the construction, development, operation, and maintenance of the data center improvements thereon; and

(b) One hundred percent (100%) of the limited liability company membership interests in Borrower, as pledged by IHDC to Lender pursuant to the Pledge Agreement.

Upon the proper filing of UCC-1 financing statements with the VA SCC (with respect to general intangibles, membership interests, and other personal property for which the VA SCC is the appropriate filing office under Virginia Code § 8.9A-501) and, to the extent required under the UCC for perfection of security interests in fixtures, with the Clerk's Office of the Circuit Court of Loudoun County, Virginia, and the payment of all applicable filing fees, Lender will have a perfected security interest in such collateral. Such perfected security interest will be subject to: (i) the rights of any prior perfected secured party holding a security interest in the same collateral; (ii) applicable exceptions, limitations, and priority rules set forth in the UCC, including, without limitation, the rights of buyers in ordinary course of business under Virginia Code § 8.9A-320; and (iii) applicable federal and state laws that may limit or affect the attachment, perfection, or priority of security interests in certain categories of collateral (including, without limitation, governmental permits, licenses, and contract rights that by their terms or by operation of law are not assignable without the consent of the issuing authority).

4. Limitations and Qualifications

The opinions set forth in Section 3 above are subject to the following limitations, qualifications, and exceptions:

(a) Scope of Law Covered. We are members of the Bar of the Commonwealth of Virginia, and we express no opinion as to the laws of any jurisdiction other than the Commonwealth of Virginia and, to the limited extent set forth in our assumptions, applicable federal law of the United States of general applicability. Without limiting the generality of the foregoing, we express no opinion as to federal banking law or regulations (including regulations of the Office of the Comptroller of the Currency, the Federal Deposit Insurance Corporation, or any other federal banking regulator), federal or state tax law, federal or state securities law, federal or state environmental law (including, without limitation, the Comprehensive Environmental Response, Compensation, and Liability Act, the Resource Conservation and Recovery Act, or corresponding Virginia statutes), the Employee Retirement Income Security Act of 1974 (as amended), federal or state antitrust law, or federal or state intellectual property law.

(b) Matters Not Opined Upon. We have not been engaged to opine on, and we expressly disclaim any opinion concerning, the following matters:

(i) the financial condition, creditworthiness, or solvency of Borrower, IHDC, Cobalt Ridge Capital Partners, LP, or any other party to the Loan Documents or any related transaction;

(ii) the value, physical condition, environmental condition, or adequacy of the project site, the improvements thereon, or any personal property associated therewith;

(iii) the sufficiency, accuracy, or completeness of the appraisal of the project site prepared by Graystone Appraisal Group LLC, dated February 12, 2024, or the Phase I Environmental Site Assessment prepared by EnviroTech Consulting, dated February 16, 2024, copies of which we understand have been delivered to Lender separately;

(iv) the compliance of the project, the project site, or the improvements with applicable building codes, fire codes, life safety codes, accessibility requirements (including the Americans with Disabilities Act), zoning ordinances, land use regulations, or environmental laws or regulations — Lender should rely upon the zoning compliance letter dated March 1, 2024, from Fenwick, Gallo & Stein LLP (Patricia Gallo, Esq.), as local zoning counsel, with respect to zoning compliance matters;

(v) any tax consequences arising from or related to the transactions contemplated by the Loan Documents, including, without limitation, any Virginia or federal income, transfer, documentary, or recording tax consequences;

(vi) title to, or the priority of any lien, encumbrance, or security interest upon, the real property constituting the project site — Lender should place reliance upon the lender's title insurance policy in the amount of $45,000,000.00 to be issued by Meridian Surety & Title Company (Commitment No. LDN-2024-03782, Title Officer: Karen Pavelka) with respect to all matters of title and lien priority; and

(vii) the adequacy, sufficiency, or terms of any insurance coverage maintained by or on behalf of Borrower with respect to the project, including, without limitation, the builder's risk insurance policy issued by Atlas Property & Casualty Insurance Company (Policy No. BRA-2024-00417) or any other property, casualty, liability, or professional insurance policies.

(c) Third-Party Entities. We express no opinion as to the organization, good standing, power, authority, or due authorization of Cobalt Ridge Capital Partners, LP, Cobalt Ridge GP LLC, Marlowe Asset Management-Pacific Construction, Inc., Sentinel Cloud Services, Inc., Ridgeline Federal Solutions LLC, Meridian Surety & Title Company, or any other third party.

(d) Reliance on Certificates. We have relied, without independent investigation or verification, upon certificates, representations, and statements of officers and authorized representatives of Borrower and IHDC as to certain factual matters material to our opinions, including, without limitation, the Borrower's Closing Certificate dated March 18, 2024. We have assumed the accuracy, completeness, and truthfulness of all such certificates, representations, and statements.

(e) Reliance on Good Standing Certificates. We have relied upon Certificates of Good Standing issued by the VA SCC for Borrower (Entity ID: S9103284) and IHDC (Entity ID: S7842196), each dated within ten (10) days of the date hereof, and we have made no independent verification of the facts stated therein. Such certificates speak only as of the date of their issuance and are subject to any actions by or filings with the VA SCC after such date.

(f) No Obligation to Update. Our opinions are rendered solely as of the date hereof, and we assume no obligation to update, revise, or supplement this Opinion for any events occurring after the date hereof, any information that comes to our attention after the date hereof, or any changes in law, regulation, or interpretation that take effect after the date hereof.

5. Reliance

This Opinion is furnished solely for the benefit of Pinnacle Federal Savings Bank and its successors and assigns as Lender under the Loan Agreement, solely in connection with the Loan and the transactions contemplated by the Loan Documents. This Opinion may also be relied upon by the following parties, solely in the capacities and for the purposes indicated:

(a) Hargrove, Liddell & Pace LLP, solely in its capacity as Lender's counsel in connection with the closing of the Loan;

(b) Meridian Surety & Title Company, solely in connection with the issuance of the lender's title insurance policy for the project site in the amount of $45,000,000.00.

This Opinion may not be relied upon by any other person or entity, or for any other purpose, without our prior written consent. This Opinion may not be quoted in whole or in part, summarized, paraphrased, or excerpted in any document, or filed with or furnished to any governmental authority, regulatory body, rating agency, or other third party, or included or referenced in any public document, filing, offering memorandum, prospectus, or other disclosure document, without our prior written consent in each instance.

No person or entity other than those expressly identified above is entitled to rely on this Opinion, and any such reliance by any other person or entity is expressly disclaimed.

[Remainder of Page Intentionally Left Blank — Signature Page Follows]

Very truly yours,

CALDERWOOD & HARKNESS LLP

By: ________

Name: Angela Fontaine

Title: Partner

Calderwood & Harkness LLP 2001 M Street NW, Suite 1200 Washington, DC 20036 Telephone: (202) 555-8400 Facsimile: (202) 555-8401

Enclosures: None. The opinions set forth herein are self-contained. All underlying Loan Documents, organizational documents, and other instruments referenced in Section 1 above were separately delivered to Lender and Lender's counsel at the closing of the Loan.

CALDERWOOD & HARKNESS LLP Attorneys at Law
2001 M Street NW, Suite 1200 Washington, DC 20036
Telephone: (202) 555-8400 Facsimile: (202) 555-8401 www.calderwoodharkness.com
March 18, 2024
Pinnacle Federal Savings Bank 800 Constitution Avenue NW, Suite 550 Washington, DC 20001
Attention: Thomas R. Whitfield, Senior Vice President, Technology & Data Center Lending
Copy to: Sandra Ng, Executive Vice President, Credit Administration
Re: $45,000,000 Construction-to-Permanent Loan from Pinnacle Federal Savings Bank to Ironhaven Loudoun Edge LLC — Loudoun Edge Facility, 44350 Prentice Drive, Ashburn, Loudoun County, Virginia 20147
Ladies and Gentlemen:
We have acted as counsel to Ironhaven Loudoun Edge LLC, a Virginia limited liability company (the "Borrower"), and Ironhaven Data Centers LLC, a Virginia limited liability company ("IHDC" or the "Parent"), the sole member of Borrower, in connection with the $45,000,000 construction-to-permanent loan facility (the "Loan") from Pinnacle Federal Savings Bank, a federally chartered savings bank (the "Lender"). This opinion letter (this "Opinion") is delivered to you pursuant to Section 4.01(h) of the Construction Loan Agreement dated as of March 18, 2024 (the "Loan Agreement"), between Borrower and Lender. This Opinion is also delivered for the benefit of Lender's counsel, Hargrove, Liddell & Pace LLP, in connection with the closing of the Loan.
We note that Cobalt Ridge Capital Partners, LP, a Delaware limited partnership ("Guarantor"), is the equity sponsor of the project and the completion guarantor under the Completion Guaranty (as defined below). However, we do not opine on the laws of the State of Delaware, nor do we opine on the organization, good standing, power, or authority of the Guarantor or Cobalt Ridge GP LLC, its general partner. We understand that separate opinions addressing such matters under Delaware law will be delivered to Lender by Guarantor's Delaware counsel concurrently herewith.
In rendering the opinions set forth herein, we have examined the documents, instruments, certificates, and records described in Section 1 below, and we have made the assumptions set forth in Section 2 below. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Loan Agreement.
1. Documents Examined
In connection with the rendering of the opinions set forth herein, we have examined originals, or copies certified or otherwise identified to our satisfaction, of the following:
A. Loan Documents
The following documents are referred to collectively herein as the "Loan Documents":
(a) Construction Loan Agreement dated as of March 18, 2024, between Borrower and Lender (the "Loan Agreement");
(b) Promissory Note dated March 18, 2024, in the original principal amount of Forty-Five Million and No/100 Dollars ($45,000,000.00), executed by Borrower and payable to the order of Lender (the "Note");
(c) Deed of Trust, Assignment of Leases and Rents, Security Agreement, and Fixture Filing dated March 18, 2024, from Borrower, as Grantor, for the benefit of Lender, as Beneficiary, encumbering that certain real property located at 44350 Prentice Drive, Ashburn, Loudoun County, Virginia 20147, and more particularly described therein (Tax Map Parcel No. 087-23-5571) (the "Deed of Trust");
(d) Collateral Assignment of Construction Contract, Plans, and Permits dated March 18, 2024, from Borrower to Lender (the "Assignment of Construction Contract"), pursuant to which Borrower has assigned to Lender its rights, title, and interest under that certain Guaranteed Maximum Price Construction Contract dated January 22, 2024, between Borrower and Marlowe Asset Management-Pacific Construction, Inc. (Rob Castellano, President), with a guaranteed maximum price of Thirty-Three Million Seven Hundred Fifty Thousand and No/100 Dollars ($33,750,000.00);
(e) Cash Management Agreement dated March 18, 2024, among Borrower and Lender (the "Cash Management Agreement"), establishing the lockbox, operating, and reserve account structure for the project;
(f) Environmental Indemnity Agreement dated March 18, 2024, from IHDC and Cobalt Ridge Capital Partners, LP in favor of Lender (the "Environmental Indemnity"), jointly and severally indemnifying Lender with respect to environmental liabilities affecting the project site;
(g) Completion Guaranty dated March 18, 2024, from Cobalt Ridge Capital Partners, LP in favor of Lender (the "Completion Guaranty"), guaranteeing lien-free completion of the improvements in accordance with the plans and specifications — noted but not opined upon with respect to Guarantor's organization, good standing, or authority under the laws of the State of Delaware;
(h) Pledge Agreement dated March 18, 2024, from IHDC in favor of Lender (the "Pledge Agreement"), pledging one hundred percent (100%) of the limited liability company membership interests in Borrower as additional collateral for the Loan; and
(i) Borrower's Closing Certificate and Secretary's Certificate dated March 18, 2024, executed by the authorized representative of Borrower, certifying attached copies of organizational documents, resolutions, and incumbency of authorized signatories.
B. Organizational Documents
We have also examined the following organizational and formation documents:
(a) Articles of Organization of Ironhaven Loudoun Edge LLC filed with the Virginia State Corporation Commission (the "VA SCC") on January 8, 2024 (Entity ID: S9103284);
(b) Operating Agreement of Ironhaven Loudoun Edge LLC dated January 8, 2024, as amended through the date hereof (collectively, the "Borrower Operating Agreement");
(c) Articles of Organization of Ironhaven Data Centers LLC on file with the VA SCC (Entity ID: S7842196);
(d) Operating Agreement of Ironhaven Data Centers LLC, as amended through the date hereof (collectively, the "IHDC Operating Agreement");
(e) Certificate of Good Standing for Ironhaven Loudoun Edge LLC issued by the VA SCC, dated within ten (10) days of the date hereof;
(f) Certificate of Good Standing for Ironhaven Data Centers LLC issued by the VA SCC, dated within ten (10) days of the date hereof; and
(g) Resolutions of IHDC, as sole member of Borrower, authorizing the Loan transaction, including the execution, delivery, and performance by Borrower of the Loan Documents, adopted by written consent effective as of March 15, 2024.
C. Other Documents and Records
In addition to the foregoing, we have examined the following documents, instruments, and records:
(a) Commitment for Title Insurance issued by Meridian Surety & Title Company (Commitment No. LDN-2024-03782, Title Officer: Karen Pavelka), dated March 4, 2024, with respect to the project site, together with copies of all underlying exception documents referenced therein;
(b) The following leases relating to the project site:
(i) Lease Agreement dated January 15, 2024, between Borrower, as landlord, and Sentinel Cloud Services, Inc., as tenant, covering approximately 22,000 rentable square feet at an annual base rent of $225.00 per square foot (the "Sentinel Lease"); and
(ii) Lease Agreement dated February 5, 2024, between Borrower, as landlord, and Ridgeline Federal Solutions LLC, as tenant, covering approximately 16,000 rentable square feet at an annual base rent of $210.00 per square foot (the "Ridgeline Lease," and together with the Sentinel Lease, the "Leases");
(c) Guaranteed Maximum Price Construction Contract dated January 22, 2024, between Borrower and Marlowe Asset Management-Pacific Construction, Inc. (Rob Castellano, President), with a guaranteed maximum price of $33,750,000.00 (the "GMP Contract");
(d) Loudoun County Building Permit No. BLD-2024-001287, issued February 28, 2024, by the Loudoun County Department of Building and Development, authorizing construction of the data center facility on the project site;
(e) Zoning compliance letter dated March 1, 2024, from Fenwick, Gallo & Stein LLP (Patricia Gallo, Esq.), as local zoning counsel, confirming that the project site is classified under the PD-IP (Planned Development — Industrial Park) zoning district and that the proposed data center use is a permitted use thereunder;
(f) UCC-1 financing statements prepared for filing with the VA SCC and the Clerk's Office of the Circuit Court of Loudoun County, Virginia, naming Borrower and IHDC, respectively, as debtors and Lender as secured party; and
(g) Such other documents, instruments, certificates, records, and matters of law as we deemed necessary or appropriate for the purposes of rendering the opinions set forth herein.
2. Assumptions
In rendering the opinions set forth in Section 3 below, we have, with your permission, made the following assumptions, without independent investigation or verification:
(a) All signatures on the documents examined by us (other than the signatures of authorized representatives of Borrower and IHDC) are genuine, and all natural persons executing such documents had the legal capacity to do so.
(b) All documents submitted to us as originals are authentic, complete, and accurate, and all documents submitted to us as copies (including facsimile, electronic, or photostatic copies) conform in all material respects to the originals thereof.
(c) Each party to the Loan Documents (other than Borrower and IHDC) has the requisite legal capacity, power, and authority to enter into, execute, deliver, and perform its respective obligations under the Loan Documents to which it is a party, and each such party has duly authorized, executed, and delivered such Loan Documents.
(d) The Loan Documents have been duly authorized, executed, and delivered by each party thereto other than Borrower and IHDC, and constitute the legal, valid, and binding obligations of each such party, enforceable against such party in accordance with their respective terms.
(e) Lender has acted in good faith and without notice of any defenses, claims, or counterclaims with respect to the transactions contemplated by the Loan Documents.
(f) The Loan Documents accurately describe and reflect the actual agreement and intent of the parties thereto with respect to the matters set forth therein, and there are no oral or written agreements, understandings, or courses of dealing among the parties that would modify, supplement, or contradict the terms of the Loan Documents.
(g) No fraud, duress, mistake, or undue influence has been practiced by or upon any party to the Loan Documents in connection with the negotiation, execution, delivery, or performance thereof.
(h) Federal law, including without limitation the regulations of the Office of the Comptroller of the Currency and such other banking regulations as may be applicable to Pinnacle Federal Savings Bank as a federally chartered savings bank, does not prohibit, restrict, or otherwise adversely affect the transactions contemplated by the Loan Documents or the ability of any party to perform its obligations thereunder.
(i) The Deed of Trust will be duly recorded in the land records maintained by the Clerk's Office of the Circuit Court of Loudoun County, Virginia, and the UCC-1 financing statements referenced herein will be duly filed with the VA SCC and, to the extent applicable, with the Clerk's Office of the Circuit Court of Loudoun County, Virginia, and all applicable recording and filing fees and documentary taxes (including the Virginia grantor's tax and recordation tax under Virginia Code §§ 58.1-801 and 58.1-802, to the extent applicable) will be duly paid at the time of such recording and filing.
(j) The consideration stated in the Loan Documents is adequate and has been or will be duly exchanged in accordance with the terms thereof.
3. Opinions
Based upon and subject to the foregoing, and subject to the limitations and qualifications set forth in Section 4 below, we are of the opinion that:
3.1 Due Organization and Good Standing — Borrower (Ironhaven Loudoun Edge LLC)
Ironhaven Loudoun Edge LLC is a limited liability company duly organized, validly existing, and in good standing under the laws of the Commonwealth of Virginia. Borrower was formed by the filing of its Articles of Organization with the VA SCC on January 8, 2024, and has been assigned Entity ID S9103284 by the VA SCC. Borrower's federal employer identification number is 93-4178226. Borrower is a single-purpose, bankruptcy-remote entity, as required by the Loan Agreement, and IHDC is its sole member. As reflected in the Borrower Operating Agreement and the organizational restrictions contained therein, Borrower was formed for the limited purpose of acquiring, developing, constructing, owning, and operating the data center facility located at 44350 Prentice Drive, Ashburn, Loudoun County, Virginia 20147, and entering into the Loan Documents in connection therewith.
Borrower has the limited liability company power and authority to own, lease, and operate its properties, including the project site at 44350 Prentice Drive, Ashburn, Virginia 20147, to carry on its business as currently conducted and as contemplated by the Loan Documents, and to execute, deliver, and perform its obligations under each of the Loan Documents to which it is a party.
3.2 Due Organization and Good Standing — Parent (Ironhaven Data Centers LLC)
Ironhaven Data Centers LLC is a limited liability company duly organized, validly existing, and in good standing under the laws of the Commonwealth of Virginia. IHDC has been assigned Entity ID S7842196 by the VA SCC. IHDC's federal employer identification number is 84-3291057. IHDC maintains its principal office at 1900 Dominion Tower, Suite 400, Tysons Corner, Virginia 22182.
IHDC has the limited liability company power and authority to act as sole member of Borrower, to authorize the execution, delivery, and performance by Borrower of the Loan Documents to which Borrower is a party, and to execute and deliver the Environmental Indemnity Agreement and the Pledge Agreement to which IHDC is a party and to perform its obligations thereunder.
We note for your information that Cobalt Ridge Capital Partners, LP, a Delaware limited partnership (EIN: 82-6504391), holds an eighty-two percent (82%) membership interest in IHDC. We do not opine on the organization, good standing, power, or authority of Cobalt Ridge Capital Partners, LP or Cobalt Ridge GP LLC, its general partner, as such entities are organized and existing under the laws of the State of Delaware. We understand that opinions addressing such Delaware law matters are being delivered separately to Lender by Guarantor's Delaware counsel.
3.3 Due Authorization, Execution, and Delivery
The execution, delivery, and performance by Borrower of the Loan Agreement, the Note, the Deed of Trust, the Assignment of Construction Contract, the Cash Management Agreement, and all other Loan Documents to which Borrower is a party have been duly authorized by all necessary limited liability company action on the part of Borrower, including the written consent and resolutions of IHDC, as sole member of Borrower, adopted effective as of March 15, 2024. No further limited liability company action or approval on the part of Borrower or its member is required in connection with the execution, delivery, or performance by Borrower of the Loan Documents to which it is a party.
The execution, delivery, and performance by IHDC of the Environmental Indemnity Agreement and the Pledge Agreement have been duly authorized by all necessary limited liability company action on the part of IHDC. No further limited liability company action or approval on the part of IHDC is required in connection with the execution, delivery, or performance by IHDC of such documents.
Each of the Loan Documents to which Borrower is a party has been duly executed and delivered by Borrower, and each of the Loan Documents to which IHDC is a party has been duly executed and delivered by IHDC. In rendering this opinion, we have relied upon the Borrower's Closing Certificate and Secretary's Certificate dated March 18, 2024, which certifies the incumbency and specimen signatures of all persons authorized to execute the Loan Documents on behalf of Borrower and IHDC, and which attaches true and correct copies of the resolutions adopted by IHDC as sole member of Borrower authorizing the transactions contemplated by the Loan Documents.
3.4 Enforceability.  Each of the Loan Documents to which Borrower is a party constitutes the legal, valid, and binding obligation of Borrower, enforceable against Borrower in accordance with its respective terms. Each of the Loan Documents to which IHDC is a party constitutes the legal, valid, and binding obligation of IHDC, enforceable against IHDC in accordance with its respective terms.
The foregoing enforceability opinions are subject to the following customary qualifications and exceptions (collectively, the "Enforceability Qualifications"):
(a) The effect of applicable bankruptcy, insolvency, reorganization, receivership, moratorium, fraudulent conveyance, fraudulent transfer, preferential transfer, and other similar laws of general applicability now or hereafter in effect relating to or affecting the enforcement of creditors' rights generally.
(b) The effect of general principles of equity, including, without limitation, concepts of materiality, reasonableness, good faith, and fair dealing, and the possible unavailability of specific performance, injunctive relief, or other equitable remedies, regardless of whether enforcement is sought in a proceeding in equity or at law.
(c) The enforceability of provisions contained in the Loan Documents relating to indemnification, contribution, or exculpation to the extent such provisions may be limited by applicable law or considerations of public policy underlying such law, including, without limitation, public policy limiting the enforceability of provisions that purport to indemnify a party against liability for its own negligence or willful misconduct.
(d) The enforceability of provisions contained in the Loan Documents purporting to waive rights under Virginia law, to the extent such waivers are not permitted under applicable law, including, without limitation, certain waivers of statutory or constitutional rights of redemption, marshaling of assets or liens, homestead exemptions, or other rights that may not be waived under the laws of the Commonwealth of Virginia.
(e) The unenforceability of provisions contained in the Loan Documents that impose penalties, forfeitures, or liquidated damages that a court of competent jurisdiction may determine to be unreasonable, punitive, or disproportionate to the actual damages sustained by the non-breaching party.
(f) The power of a court of competent jurisdiction to refuse to enforce or to limit the application of provisions contained in the Loan Documents requiring payment of attorneys' fees, collection costs, or expenses to the extent such amounts are deemed by the court to be unreasonable in light of the circumstances.
(g) The effect of Virginia Code § 55.1-339 et seq. and other applicable provisions of the laws of the Commonwealth of Virginia governing deeds of trust, foreclosure sales, the exercise of powers of sale, the appointment of substitute trustees, and the rights of borrowers, guarantors, and other obligors in connection with the enforcement of security instruments encumbering real property located in Virginia.
3.5 No Conflicts
The execution, delivery, and performance by Borrower and IHDC of the Loan Documents to which each is a party, and compliance by Borrower and IHDC with the terms and provisions thereof, do not and will not:
(a) Violate or conflict with the Articles of Organization, Operating Agreement, or any other organizational document of Borrower or IHDC, in each case as in effect on the date hereof;
(b) Violate or conflict with any applicable law, statute, rule, regulation, order, judgment, writ, injunction, or decree of the Commonwealth of Virginia or any political subdivision thereof that is applicable to Borrower, IHDC, or any of their respective properties or assets, in each case to the extent known to us after the examination described in Section 1 hereof (provided that we express no opinion as to federal laws other than as described in our assumptions in Section 2(h), or as to the laws of any jurisdiction other than the Commonwealth of Virginia); or
(c) Result in a breach of, or constitute a default (or an event that, with notice or lapse of time, or both, would constitute a default) under, any material agreement, contract, indenture, mortgage, deed of trust, instrument, or obligation known to us to which Borrower or IHDC is a party or by which any of its properties or assets may be bound, or result in the creation or imposition of any lien, charge, security interest, or encumbrance upon any of the properties or assets of Borrower or IHDC, other than the liens and security interests expressly created by the Loan Documents in favor of Lender.
3.6 No Governmental Consents Required
No consent, approval, authorization, order, license, permit, registration, declaration, or filing with or by any governmental authority, agency, commission, board, bureau, or instrumentality of the Commonwealth of Virginia or any political subdivision thereof is required to have been obtained or made by Borrower or IHDC in connection with the execution, delivery, or performance of the Loan Documents, except for the following:
(a) The recording of the Deed of Trust in the land records maintained by the Clerk's Office of the Circuit Court of Loudoun County, Virginia, and the payment of all applicable recording fees and documentary taxes in connection therewith;
(b) The filing of UCC-1 financing statements with the VA SCC and, to the extent required for perfection of security interests in fixtures, with the Clerk's Office of the Circuit Court of Loudoun County, Virginia, and the payment of all applicable filing fees in connection therewith; and
(c) Such other consents, approvals, authorizations, permits, or filings as have been obtained or made on or prior to the date hereof, including, without limitation, Loudoun County Building Permit No. BLD-2024-001287, issued February 28, 2024, by the Loudoun County Department of Building and Development.
3.7 Security Interest — Deed of Trust (Real Property)
The Deed of Trust is in proper form for recording in the Clerk's Office of the Circuit Court of Loudoun County, Virginia, and complies with the requirements of applicable Virginia law for the creation of a deed of trust lien on real property located in the Commonwealth of Virginia. Upon due recordation of the Deed of Trust in the Clerk's Office of the Circuit Court of Loudoun County, Virginia, and the payment of all applicable recording fees and documentary taxes, the Deed of Trust will create a valid lien on and security interest in Borrower's fee simple interest in the real property described therein (Tax Map Parcel No. 087-23-5571, 44350 Prentice Drive, Ashburn, Loudoun County, Virginia 20147), together with all improvements now or hereafter erected thereon and all appurtenances, easements, and rights pertaining thereto, for the benefit of Lender, subject only to: (a) Permitted Exceptions as defined and set forth in the Loan Agreement and the Deed of Trust; and (b) such matters as would be disclosed by an accurate survey or physical inspection of the property, including encroachments, overlaps, boundary line disputes, and any matters not of record.
We express no opinion as to the priority of the lien of the Deed of Trust relative to other liens, claims, encumbrances, or interests of record or otherwise affecting the project site. The priority of the lien of the Deed of Trust is addressed by the lender's title insurance policy in the amount of $45,000,000.00 to be issued by Meridian Surety & Title Company, and Lender should rely upon such title insurance policy with respect to matters of lien priority and title.
3.8 Security Interest — Assignment of Leases and Rents
The assignment of leases and rents contained in the Deed of Trust constitutes a valid assignment by Borrower to Lender of Borrower's right, title, and interest as landlord in and to the leases of the project site, including, without limitation: (i) the Lease Agreement dated January 15, 2024, with Sentinel Cloud Services, Inc. (covering approximately 22,000 rentable square feet at an annual base rent of $225.00 per square foot); and (ii) the Lease Agreement dated February 5, 2024, with Ridgeline Federal Solutions LLC (covering approximately 16,000 rentable square feet at an annual base rent of $210.00 per square foot), together with all rents, issues, profits, revenues, and other income arising therefrom, whether now existing or hereafter arising, subject in each case to the Enforceability Qualifications set forth in Section 3.4 above.
Upon due recordation of the Deed of Trust in the land records maintained by the Clerk's Office of the Circuit Court of Loudoun County, Virginia, such assignment of leases and rents will be enforceable against Borrower in accordance with its terms. Subject to applicable provisions of Virginia law, including, without limitation, Virginia Code § 55.1-321 et seq. (governing the assignment of rents), the assignment of leases and rents will be enforceable against tenants under the Leases upon delivery of appropriate written notice to such tenants directing payment of rents to Lender or its designee, in accordance with the terms of the Deed of Trust and applicable law.
3.9 Security Interest — Personal Property (UCC)
The Loan Agreement, the Deed of Trust (to the extent it constitutes a security agreement with respect to personal property and fixtures), and the Pledge Agreement, taken together, create valid security interests under the Virginia Uniform Commercial Code (the "UCC"), Title 8.9A of the Code of Virginia, as amended, in the personal property collateral described therein, including, without limitation:
(a) All tangible and intangible personal property, equipment, fixtures, inventory, accounts, deposit accounts, general intangibles, permits, licenses, contract rights, chattel paper, instruments, and other personal property of Borrower related to or used in connection with the project site and the construction, development, operation, and maintenance of the data center improvements thereon; and
(b) One hundred percent (100%) of the limited liability company membership interests in Borrower, as pledged by IHDC to Lender pursuant to the Pledge Agreement.
Upon the proper filing of UCC-1 financing statements with the VA SCC (with respect to general intangibles, membership interests, and other personal property for which the VA SCC is the appropriate filing office under Virginia Code § 8.9A-501) and, to the extent required under the UCC for perfection of security interests in fixtures, with the Clerk's Office of the Circuit Court of Loudoun County, Virginia, and the payment of all applicable filing fees, Lender will have a perfected security interest in such collateral. Such perfected security interest will be subject to: (i) the rights of any prior perfected secured party holding a security interest in the same collateral; (ii) applicable exceptions, limitations, and priority rules set forth in the UCC, including, without limitation, the rights of buyers in ordinary course of business under Virginia Code § 8.9A-320; and (iii) applicable federal and state laws that may limit or affect the attachment, perfection, or priority of security interests in certain categories of collateral (including, without limitation, governmental permits, licenses, and contract rights that by their terms or by operation of law are not assignable without the consent of the issuing authority).
4. Limitations and Qualifications
The opinions set forth in Section 3 above are subject to the following limitations, qualifications, and exceptions:
(a) Scope of Law Covered. We are members of the Bar of the Commonwealth of Virginia, and we express no opinion as to the laws of any jurisdiction other than the Commonwealth of Virginia and, to the limited extent set forth in our assumptions, applicable federal law of the United States of general applicability. Without limiting the generality of the foregoing, we express no opinion as to federal banking law or regulations (including regulations of the Office of the Comptroller of the Currency, the Federal Deposit Insurance Corporation, or any other federal banking regulator), federal or state tax law, federal or state securities law, federal or state environmental law (including, without limitation, the Comprehensive Environmental Response, Compensation, and Liability Act, the Resource Conservation and Recovery Act, or corresponding Virginia statutes), the Employee Retirement Income Security Act of 1974 (as amended), federal or state antitrust law, or federal or state intellectual property law.
(b) Matters Not Opined Upon. We have not been engaged to opine on, and we expressly disclaim any opinion concerning, the following matters:
(i) the financial condition, creditworthiness, or solvency of Borrower, IHDC, Cobalt Ridge Capital Partners, LP, or any other party to the Loan Documents or any related transaction;
(ii) the value, physical condition, environmental condition, or adequacy of the project site, the improvements thereon, or any personal property associated therewith;
(iii) the sufficiency, accuracy, or completeness of the appraisal of the project site prepared by Graystone Appraisal Group LLC, dated February 12, 2024, or the Phase I Environmental Site Assessment prepared by EnviroTech Consulting, dated February 16, 2024, copies of which we understand have been delivered to Lender separately;
(iv) the compliance of the project, the project site, or the improvements with applicable building codes, fire codes, life safety codes, accessibility requirements (including the Americans with Disabilities Act), zoning ordinances, land use regulations, or environmental laws or regulations — Lender should rely upon the zoning compliance letter dated March 1, 2024, from Fenwick, Gallo & Stein LLP (Patricia Gallo, Esq.), as local zoning counsel, with respect to zoning compliance matters;
(v) any tax consequences arising from or related to the transactions contemplated by the Loan Documents, including, without limitation, any Virginia or federal income, transfer, documentary, or recording tax consequences;
(vi) title to, or the priority of any lien, encumbrance, or security interest upon, the real property constituting the project site — Lender should place reliance upon the lender's title insurance policy in the amount of $45,000,000.00 to be issued by Meridian Surety & Title Company (Commitment No. LDN-2024-03782, Title Officer: Karen Pavelka) with respect to all matters of title and lien priority; and
(vii) the adequacy, sufficiency, or terms of any insurance coverage maintained by or on behalf of Borrower with respect to the project, including, without limitation, the builder's risk insurance policy issued by Atlas Property & Casualty Insurance Company (Policy No. BRA-2024-00417) or any other property, casualty, liability, or professional insurance policies.
(c) Third-Party Entities. We express no opinion as to the organization, good standing, power, authority, or due authorization of Cobalt Ridge Capital Partners, LP, Cobalt Ridge GP LLC, Marlowe Asset Management-Pacific Construction, Inc., Sentinel Cloud Services, Inc., Ridgeline Federal Solutions LLC, Meridian Surety & Title Company, or any other third party.
(d) Reliance on Certificates. We have relied, without independent investigation or verification, upon certificates, representations, and statements of officers and authorized representatives of Borrower and IHDC as to certain factual matters material to our opinions, including, without limitation, the Borrower's Closing Certificate dated March 18, 2024. We have assumed the accuracy, completeness, and truthfulness of all such certificates, representations, and statements.
(e) Reliance on Good Standing Certificates. We have relied upon Certificates of Good Standing issued by the VA SCC for Borrower (Entity ID: S9103284) and IHDC (Entity ID: S7842196), each dated within ten (10) days of the date hereof, and we have made no independent verification of the facts stated therein. Such certificates speak only as of the date of their issuance and are subject to any actions by or filings with the VA SCC after such date.
(f) No Obligation to Update. Our opinions are rendered solely as of the date hereof, and we assume no obligation to update, revise, or supplement this Opinion for any events occurring after the date hereof, any information that comes to our attention after the date hereof, or any changes in law, regulation, or interpretation that take effect after the date hereof.
5. Reliance
This Opinion is furnished solely for the benefit of Pinnacle Federal Savings Bank and its successors and assigns as Lender under the Loan Agreement, solely in connection with the Loan and the transactions contemplated by the Loan Documents. This Opinion may also be relied upon by the following parties, solely in the capacities and for the purposes indicated:
(a) Hargrove, Liddell & Pace LLP, solely in its capacity as Lender's counsel in connection with the closing of the Loan;
(b) Meridian Surety & Title Company, solely in connection with the issuance of the lender's title insurance policy for the project site in the amount of $45,000,000.00.
This Opinion may not be relied upon by any other person or entity, or for any other purpose, without our prior written consent. This Opinion may not be quoted in whole or in part, summarized, paraphrased, or excerpted in any document, or filed with or furnished to any governmental authority, regulatory body, rating agency, or other third party, or included or referenced in any public document, filing, offering memorandum, prospectus, or other disclosure document, without our prior written consent in each instance.
No person or entity other than those expressly identified above is entitled to rely on this Opinion, and any such reliance by any other person or entity is expressly disclaimed.
[Remainder of Page Intentionally Left Blank — Signature Page Follows]
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Name: Angela Fontaine
Title: Partner
Calderwood & Harkness LLP 2001 M Street NW, Suite 1200 Washington, DC 20036 Telephone: (202) 555-8400 Facsimile: (202) 555-8401
Enclosures: None. The opinions set forth herein are self-contained. All underlying Loan Documents, organizational documents, and other instruments referenced in Section 1 above were separately delivered to Lender and Lender's counsel at the closing of the Loan.

CALDERWOOD & HARKNESS LLP Attorneys at Law

CALDERWOOD & HARKNESS LLP

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