Contract analysis

I. PURPOSE AND EXECUTIVE SUMMARY This memorandum provides a comprehensive bring-down status report on all due diligence items for the Stonebridge Data Center Campus (the "Project" or the "Campus") in advance of the anticipated September 15, 2025 closings (collectively, the "Land Closings") of the two land acquisitions comprising the Campus: (i) that certain approximately 62.0-acre parcel commonly known as the "Stoneb

1. Title Commitments and Curative Items — for both the Stonebridge Parcel and the Meridian Parcel, including bring-down title search status and outstanding endorsement requests;

2. ALTA/NSPS Surveys — for both Parcels, including survey certification, boundary confirmation, encroachment analysis, and Table A compliance;

3. Phase I and Phase II Environmental Site Assessments — for both Parcels, including the status of the Phase II investigation prompted by the recognized environmental condition identified on the Stonebridge Parcel;

4. ZMOD Entitlement Status — the pending Zoning Modification Application necessary for data center use on the Campus, and the implications of the approval timeline relative to the Land Closings and the subsequent construction loan closing; and

5. Other Diligence Matters — including geotechnical investigations, appraisals, utility and power procurement, insurance, EPC contract status, and entity formation. This memorandum identifies all outstanding items requiring resolution prior to the Land Closings, any changed conditions since the original due diligence was completed during the contractual due diligence periods, and recommended action items for the deal

II. TRANSACTION OVERVIEW A. Land Acquisitions The Campus will be assembled through the acquisition of two contiguous parcels pursuant to separate purchase and sale agreements, as summarized below:

3. Aggregate Transaction Summary

4. PSA Assignments Pursuant to Article 14 of each PSA, Ironhaven Data Centers LLC has the right, without the consent of the respective Seller, to assign its rights under each PSA to a wholly owned affiliate. Accordingly, IHDC will assign both PSAs to Stonebridge Campus Holdings LLC via Assignment and Assumption Agreements to be executed prior to the Land Closings. Under the terms of each PSA, IHDC will retain all gua

III. TITLE STATUS — STONEBRIDGE PARCEL A. Title Commitment Summary A commitment for title insurance (the "Stonebridge Title Commitment") was issued by Fidelitas Title & Escrow, Inc. as agent for Sovereign Title Insurance Company ("Sovereign") with an effective date of April 3, 2025. The Stonebridge Title Commitment was reviewed in detail in our Title Review Memorandum dated May 12, 2025 (the "Original Title Memo — St

1. Zoning Endorsement (ALTA 3.1-06 or equivalent). This endorsement provides affirmative insurance that the use of the property as a data center is permitted under applicable zoning ordinances. Because the ZMOD approval is not expected until October 2025 (after the Land Closings), issuance of this endorsement will likely be deferred until the Loan Closing or conditioned upon ZMOD approval. We have discussed this timi

2. Access Endorsement (ALTA 17-06 or equivalent). This endorsement provides affirmative insurance regarding legal access to the property. We have requested this endorsement based on the recorded access easement from Belmont Ridge Road (Exception 8) and the frontage on Stonebridge Boulevard. Sovereign has indicated that it can issue this endorsement upon delivery of the certified ALTA/NSPS survey confirming the access

3. Survey Endorsement (ALTA 25-06 or equivalent). This endorsement removes the standard survey exception (Exception 2) based on the certified ALTA/NSPS survey. Issuance is pending delivery of the final, recertified survey, as discussed in Section V below.

4. Contiguity Endorsement (ALTA 19-06 or equivalent). Because the construction loan will be secured by both the Stonebridge Parcel and the Meridian Parcel, a contiguity endorsement will be required for the Lender's Policy confirming that the two parcels share a common boundary with no gaps or gores. This endorsement will be issued at the Loan Closing based on the combined ALTA/NSPS survey showing both parcels. For th

IV. TITLE STATUS — MERIDIAN PARCEL A. Title Commitment Summary A commitment for title insurance (the "Meridian Title Commitment") was issued by Fidelitas Title & Escrow, Inc. as agent for Sovereign Title Insurance Company with an effective date of April 10, 2025. The Meridian Title Commitment was reviewed in detail in our Title Review Memorandum dated May 16, 2025 (the "Original Title Memo — Meridian"). The key param

1. Access Endorsement (ALTA 17-06 or equivalent). The Meridian Parcel does not have direct frontage on a public road; access is obtained through a cross-access easement over the Stonebridge Parcel connecting to Stonebridge Boulevard and, indirectly, to Belmont Ridge Road. Accordingly, the access endorsement for the Meridian Parcel is dependent upon confirmation of the cross-access rights. We have confirmed that the c

2. Survey Endorsement (ALTA 25-06 or equivalent). Issuance pending delivery of the final, recertified survey for the Meridian Parcel.

3. Contiguity Endorsement (ALTA 19-06 or equivalent). For the Lender's Policy at the Loan Closing, confirming that the Meridian Parcel and the Stonebridge Parcel share a common boundary line. This endorsement is essential for the campus-wide Lender's Policy and will require the combined ALTA/NSPS survey showing both parcels. The ALTA/NSPS surveys for both Parcels are being prepared by the same surveyor (Lumen Ridge E

V. ALTA/NSPS SURVEY STATUS A. Stonebridge Parcel Survey An ALTA/NSPS Land Title Survey of the Stonebridge Parcel was performed by Lumen Ridge Engineering, PLLC (project principal: Carlos Esteban, PE, LS), pursuant to the 2021 Minimum Standard Detail Requirements for ALTA/NSPS Land Title Surveys as jointly established and adopted by the American Land Title Association and the National Society of Professional Surveyors

1. Recertification to Stonebridge Campus Holdings LLC. Both surveys must be recertified to include Stonebridge Campus Holdings LLC as a certified party. This recertification is dependent upon formation of the entity, which is addressed in Section X.D below. Lumen Ridge Engineering has confirmed that it can prepare the recertification within two business days of receipt of the formation documents and entity name confi

2. Combined Survey Plat. For purposes of the Lender's Policy and the contiguity endorsement, the Lenders may require a combined survey plat showing both the Stonebridge Parcel and the Meridian Parcel on a single sheet with contiguity notation. We have discussed this with Carlos Esteban, and Lumen Ridge can prepare the combined plat upon instruction from the deal team. We recommend that this be prepared in advance of

3. Final Update/Recertification Date. Sovereign Title Insurance Company and the Lenders may require that the survey certifications be dated within 90 days of the respective closing dates. The current survey certifications are dated July 8, 2025 (Stonebridge) and July 10, 2025 (Meridian), which are within 90 days of the September 15 Land Closings. However, for the October 15 Loan Closing, the certifications would be s

VI. ENVIRONMENTAL DUE DILIGENCE STATUS A. Phase I ESA — Stonebridge Parcel A Phase I Environmental Site Assessment (the "Stonebridge Phase I ESA") was performed by Pendleton Environmental Associates, Inc. ("Pendleton") for the Stonebridge Parcel, with Dr. Renata Volkov serving as lead environmental scientist. The Phase I ESA was conducted in accordance with ASTM Standard Practice E1527-21 and the EPA's All Appropriat

VII. ZONING AND ENTITLEMENT STATUS — ZMOD APPLICATION A. Current Zoning Both the Stonebridge Parcel and the Meridian Parcel are currently zoned PD-IP (Planned Development – Industrial Park) under the Loudoun County Revised 1993 Zoning Ordinance (as amended). The PD-IP zoning district permits a range of industrial, manufacturing, warehouse, and office uses by right, and other uses by special exception or zoning modifi