Contract analysis

I. Executive Summary The purpose of this memorandum is to review and analyze the forms of performance bond and payment bond to be issued by Great Basin Surety & Insurance Corp. ("Great Basin" or the "Surety"), a Wyoming corporation, on behalf of Titan-McAllister Construction Group, LLC ("TMCG" or the "Contractor") as principal, for the benefit of Stonebridge Campus Holdings LLC (the "Owner" or the "Obligee"), in conn

1. EPC Agreement Compliance. Whether the bond forms comply with the requirements set forth in the EPC Agreement, including Exhibit D thereto (Insurance Requirements), which specifies the bond amounts, surety qualifications, and form requirements that the Contractor must satisfy as a condition to the issuance of the Notice to Proceed.

2. Construction Loan Agreement Compliance. Whether the bond forms satisfy the construction loan covenants and collateral requirements under the Construction Loan Agreement dated as of October 15, 2025 (the "Construction Loan Agreement"), by and among Stonebridge Campus Holdings LLC, as Borrower, and Summit National Bank, N.A., as Administrative Agent, together with the syndicate lenders party thereto, including requi

3. Virginia Statutory Compliance. Whether the bond forms satisfy applicable requirements under Virginia law, including surety authorization to transact business in the Commonwealth of Virginia and the interplay between the payment bond and Virginia mechanics' lien statutes. Based on the review described herein, the forms of performance bond and payment bond are substantially compliant with the requirements of the EPC

II. Background A. The Project The Stonebridge Data Center Campus (the "Project") is a ground-up development of a 96 megawatt ("MW") critical IT load data center campus situated across approximately 81.4 acres at the intersection of Belmont Ridge Road and Stonebridge Boulevard in unincorporated Loudoun County, Virginia 20148. The Project site consists of two contiguous parcels: the 62.0-acre Stonebridge Parcel and the

III. Bond Requirements Under the EPC Agreement A. Exhibit D — Insurance Requirements Exhibit D to the EPC Agreement sets forth the insurance and bonding requirements applicable to the Contractor. As relevant to this review, Exhibit D specifies the following bond requirements: Performance Bond: The Contractor shall furnish, at its sole cost and expense, a performance bond in an amount equal to one hundred percent (100

1. Maintenance of Bonds. The EPC Agreement requires the Contractor to maintain both bonds in full force and effect throughout the construction period and continuing through the expiration of all warranty periods applicable to the work, which under the EPC Agreement range from twelve (12) to twenty-four (24) months following the date of Substantial Completion, depending on the category of work. The bond forms must ref

2. Right to Claim Under Performance Bond. The EPC Agreement grants the Owner the right to make claims under the performance bond in the event the Contractor fails to perform its obligations, abandons the work, or is terminated for cause pursuant to the termination provisions of the EPC Agreement. The triggering events for a performance bond claim must be consistent with, and cross-referenced to, the default and termi

3. Right to Claim Under Payment Bond. The EPC Agreement contemplates that subcontractors, material suppliers, and laborers performing work on or furnishing materials to the Project shall have the right to make claims under the payment bond in accordance with the terms thereof. This is consistent with the standard AIA A312 payment bond structure and with Virginia construction industry practice.

4. Surety Rating Notification. The EPC Agreement requires the Contractor to notify the Owner promptly in the event that the Surety's A.M. Best rating falls below the minimum threshold of "A-" / Financial Size Category VIII. This notification obligation is important because a rating downgrade could trigger replacement surety requirements and could also constitute an event of default under the Construction Loan Agreeme

5. Replacement Surety Provisions. In the event that Great Basin's rating is downgraded below the required threshold, or in the event that Great Basin becomes insolvent or is placed in receivership or liquidation, the EPC Agreement requires the Contractor to obtain replacement bonds from a qualified substitute surety within a specified cure period (thirty (30) days from written notice by the Owner). The bond forms sho

IV. Bond Requirements Under the Construction Loan Agreement A. Conditions Precedent to Closing / First Advance The Construction Loan Agreement (Summit National Bank, N.A. as Administrative Agent, Reference No. CL-2025-VA-04418) establishes the delivery of executed performance and payment bonds as a condition precedent to the first construction loan advance. This is a critical path item because the construction loan c

1. Maintenance Covenant. The Borrower covenants to maintain the performance bond and payment bond in full force and effect throughout the draw period and the construction period, including any extensions thereof. This covenant is consistent with the corresponding obligation in the EPC Agreement.

2. Reporting Obligation. The Borrower is required to deliver evidence of bond renewal or continuation with each draw request, or on an annual basis (as specified in the Construction Loan Agreement), together with a certification that the surety continues to meet the applicable rating requirements. Compliance with this reporting obligation should be coordinated with the draw request procedures being administered by Ke

3. Event of Default. A lapse of the bonds, or the insolvency, receivership, or liquidation of the surety, constitutes an event of default under the Construction Loan Agreement unless the Borrower obtains replacement bonds from a qualified substitute surety within the applicable cure period. This event of default trigger underscores the importance of the surety qualification and financial capacity analysis discussed i

V. Virginia Statutory Considerations This section addresses the applicability of Virginia statutory requirements to the performance bond and payment bond for the Project. Virginia Public Procurement Act and the Virginia Little Miller Act. The Virginia Public Procurement Act, codified at Virginia Code §§ 2.2-4300 et seq., and the performance and payment bond requirements thereunder (Virginia Code §§ 2.2-4336 et seq.),

VI. Review of Form of Performance Bond A. General Format and Conformance The form of performance bond received from Great Basin is a proprietary Great Basin form, rather than the AIA Document A312-2010 Performance Bond. While proprietary forms are not uncommon among large national sureties, we recommend that the Owner request that the bond be issued on the AIA A312-2010 form, which is the prevailing industry standard

1. Surety Investigation and Election Period. The bond form provides the Surety with sixty (60) calendar days to investigate a claim and elect among its remedial options. We recommend that this period be reduced to thirty (30) calendar days from receipt of the Owner's notice of claim, consistent with the accelerated timelines typical of data center development and with the cure and termination periods under the EPC Ag

2. Definition of Triggering Events. The bond form uses the phrase "material breach" to describe certain triggering events, whereas the EPC Agreement uses the defined term "Contractor Event of Default." We recommend that the bond form be revised to incorporate or cross-reference the EPC Agreement's definitions to avoid ambiguity.

3. Change Order Coverage Threshold. The bond form automatically covers GMP increases up to twenty percent (20%) of the original GMP. We recommend negotiating for removal of this cap or, at minimum, an increase to twenty-five percent (25%).

4. Duration / Warranty Period Coverage. The bond form should be revised to provide that coverage extends through the later of (a) Final Completion and acceptance and (b) expiration of all warranty periods under the EPC Agreement (up to twenty-four (24) months after Substantial Completion).

5. Surety Consent to Collateral Assignment. The bond form does not include a consent to the collateral assignment of the Owner's rights under the bond to Summit National Bank, N.A. as Administrative Agent. A separate surety consent letter or endorsement is required.

6. Dual Obligee Rider. If required by the Construction Loan Agreement, a dual obligee rider naming Summit National Bank, N.A. as Administrative Agent as an additional obligee should be obtained from Great Basin.

7. Electronic Notice. The bond form should be updated to permit notice by electronic mail as a supplementary delivery method, consistent with the EPC Agreement.

VII. Review of Form of Payment Bond A. General Format and Conformance As with the performance bond, the form of payment bond received from Great Basin is a proprietary Great Basin form rather than the AIA Document A312-2010 Payment Bond. We recommend, consistent with the recommendation made above for the performance bond, that the Owner request issuance on the AIA A312-2010 form. If Great Basin insists on using its p

1. Claim Filing Deadlines. Confirm that the 120-day claim filing deadline and the one-year limitation period for bringing suit are consistent with Virginia norms and with the expectations of the Owner and the lending syndicate. While these periods are within standard industry ranges, the Owner may wish to extend the claim filing deadline to 150 days to provide additional protection to lower-tier claimants.

2. Exclusions. Review the payment bond form for any exclusions of specific classes of claimants (e.g., professional service providers, testing laboratories, or equipment lessors) that could leave certain Project participants without bond coverage. Any such exclusions should be identified and evaluated in the context of the Project's subcontracting structure.

3. Aggregate Exposure. The payment bond penal sum of $412,000,000 represents the aggregate limit of the Surety's liability under the payment bond. Confirm that this amount is sufficient to cover the anticipated subcontracting and supplier obligations under the EPC Agreement. Given that TMCG self-performs a limited portion of the work and subcontracts the substantial majority, the $412,000,000 penal sum (equal to 100%

4. Surety Financial Capacity. As noted in Section VIII below, Great Basin is providing both the performance bond and the payment bond, as well as the builder's risk policy, for the Project. The aggregate exposure to a single surety/insurer is significant, and the Surety's financial capacity to honor obligations under all three instruments simultaneously should be evaluated.

5. Change Order Coverage Threshold. Consistent with the recommendation for the performance bond, negotiate for removal or increase of the twenty percent automatic adjustment cap.

6. Surety Consent and Dual Obligee Rider. The same requirements applicable to the performance bond regarding surety consent to collateral assignment and the potential need for a dual obligee rider apply to the payment bond.

VIII. Surety Qualification and Financial Capacity A. A.M. Best Rating Both the EPC Agreement (Exhibit D) and the Construction Loan Agreement require that the surety issuing the performance bond and payment bond be rated at least "A-" with a Financial Size Category of at least "VIII" by A.M. Best Company. A Financial Size Category of VIII corresponds to a surplus of between $100 million and $250 million, which represe

1. Reinsurance Confirmation. Request confirmation from Great Basin (through Northgate Insurance Brokerage or directly) regarding the existence and adequacy of reinsurance arrangements supporting Great Basin's obligations under the bonds and the builder's risk policy. A reinsurance treaty or facultative placement that covers a substantial portion of Great Basin's exposure on this Project would provide additional comfo

2. Lender Input. Discuss the concentration issue with the lending syndicate and Redmond & Calloway LLP to determine whether the lenders have specific requirements or concerns regarding the single-surety/insurer structure. The lenders may require a diversification of surety or insurer exposure as a condition to the first advance or as an ongoing covenant.

3. Market Practice. Consult with William Keane at Northgate Insurance Brokerage regarding market practice for data center construction projects of this size. In our experience, it is not uncommon for a single surety to provide both the performance bond and payment bond, but the combination of bond exposure with builder's risk exposure through the same entity is less typical and warrants additional scrutiny. C. Virgin

IX. Cross-Reference and Coordination Items A. EPC Agreement Alignment The bond forms must be fully coordinated with the EPC Agreement to avoid inconsistencies that could create ambiguity in claims administration or impair the Owner's rights under the bonds. The following alignment items have been identified:

1. Defined Terms. The bond forms should use defined terms that are consistent with, or incorporate by reference, the defined terms in the EPC Agreement. Key terms that must be aligned include "Substantial Completion," "Final Completion," "Contractor Event of Default," "Termination for Cause," "Change Order," "Guaranteed Maximum Price," and "Warranty Period." Any discrepancy between the bond form definitions and the E

2. Contract Reference. The bond forms should reference the correct EPC Agreement date (October 20, 2025, subject to confirmation upon execution) and the correct GMP amount ($412,000,000). These references should be verified prior to execution of the bonds.

3. Change of Control Provisions. The EPC Agreement contains change of control provisions that are relevant to the bond analysis. Specifically, the EPC Agreement provides that (a) TMCG has a consent right with respect to any change of control of the Owner entity, and (b) the Owner has a termination right in the event of a change of control of TMCG. It is important to confirm that the bond forms do not contain provisio

1. Conditions Precedent. The bond forms, once finalized, must satisfy the conditions precedent set forth in the Construction Loan Agreement for the delivery of executed bonds. Lender's counsel (Redmond & Calloway LLP, Victor Redmond) should review and approve the final bond forms as part of the condition-precedent satisfaction process.

2. Surety Consent to Collateral Assignment. As discussed in Section IV.B above, the Collateral Assignment includes an assignment of the Owner's rights under the bonds. The bond forms must include, or be accompanied by, a surety consent to this assignment. This consent should be in a form satisfactory to the Administrative Agent and lender's counsel.

3. Dual Obligee Rider. If the Construction Loan Agreement requires a dual obligee rider naming Summit National Bank, N.A. as Administrative Agent, the rider should be obtained from Great Basin and attached to both bonds.

4. Change of Control / Mandatory Prepayment. The Construction Loan Agreement includes a mandatory prepayment trigger in the event that Ridgeline Capital Partners Fund IV, LP ceases to hold at least fifty-one percent (51%) of the equity interests in the Borrower or the Guarantor. This change of control provision operates at the equity sponsor level and is distinct from the EPC Agreement's change of control provisions,

1. Insurance Requirements Compliance Matrix. An Insurance Requirements Compliance Matrix comparing the insurance and bonding requirements of the EPC Agreement (Exhibit D) and the Construction Loan Agreement is being prepared separately. The bond review in this memorandum should be cross-referenced with that matrix to ensure consistency and to identify any gaps.

2. Bond / Builder's Risk Coordination. Both the performance bond and the builder's risk insurance policy are issued by Great Basin with coverage limits of $412,000,000. The performance bond does not include a deductible (the Surety's obligation under the performance bond is subject only to the penal sum cap), whereas the builder's risk policy has a $250,000 per-occurrence deductible. These instruments serve different

3. Certificate of Insurance Review. A separate Certificate of Insurance Review Letter is being prepared for delivery to TMCG requesting evidence of all required coverages under the EPC Agreement, including the bonds, CGL coverage (Pinnacle Indemnity Insurance Co., $150,000,000 per occurrence), and other required policies. The bond review in this memorandum should be coordinated with that letter to ensure that all bon

X. Open Items and Action Items The following open items and action items have been identified and should be resolved prior to the execution of the EPC Agreement (target: October 20, 2025) and the issuance of the Notice to Proceed (target: November 1, 2025):

XI. Conclusion and Recommendation Subject to the resolution of the open items identified in Section X above, the forms of performance bond and payment bond to be issued by Great Basin Surety & Insurance Corp. on behalf of Titan-McAllister Construction Group, LLC are substantially compliant with the requirements of (a) the EPC Agreement, including Exhibit D — Insurance Requirements, (b) the Construction Loan Agreement

1. Circulation to Owner's Representative. The final bond forms, together with Calderwood & Harkness's recommended modifications, should be circulated to Kestrel Infrastructure Advisors, LLC (Diane Prescott, Owner's Representative) for project-level review and concurrence.

2. Circulation to Lender's Counsel. The bond forms should be circulated to Redmond & Calloway LLP (Victor Redmond) for lender's counsel review and sign-off, which is required as a condition precedent to the first construction loan advance.

3. Coordination with EPC Agreement Mark-Up. Cynthia Ho of Calderwood & Harkness is leading the negotiation and mark-up of the EPC Agreement. The bond review comments should be coordinated with her team to ensure that any modifications to the bond forms are reflected in conforming changes to the EPC Agreement (including Exhibit D) and vice versa.

4. Transmission of Comments. We request authority to transmit our comments and requested modifications to TMCG's counsel and to Great Basin (through Northgate Insurance Brokerage) as necessary to resolve the open items identified in this memorandum in advance of the October 20, 2025 EPC execution date. We are available to discuss this memorandum and the recommended next steps at your convenience. Given the compressed