Contract analysis

I. Introduction and Purpose The purpose of this memorandum is to analyze and summarize the principal open negotiation issues in the draft Engineer-Procure-Construct Agreement (the "EPC Agreement") between Stonebridge Campus Holdings LLC ("Owner" or "SCH"), a single-purpose Virginia limited liability company and wholly owned subsidiary of Ironhaven Data Centers LLC ("IHDC"), and Titan-McAllister Construction Group, LL

1. GMP Structure and Risk Allocation (Section II);

2. Liquidated Damages for Delay (Section III);

3. Change Order Procedures (Section IV);

5. Change of Control Provisions (Section VI);

6. Insurance and Bonding Requirements (Section VII). In addition, Section VIII addresses several additional negotiation issues on a summary basis, including dispute resolution, indemnification, termination rights, warranty provisions, and governing law. Section IX sets forth our recommendations and proposed next steps for finalizing the EPC Agreement in advance of the October 20, 2025 execution target.

II. GMP Structure and Risk Allocation A. GMP Amount and Scope The GMP under negotiation is $412,000,000, which covers the full scope of work as described in Exhibit A to the EPC Agreement (Scope of Work and Technical Specifications). The scope encompasses: • Four data center buildings (Buildings A, B, C, and D), each approximately 120,000 square feet of shell area and designed to support 24 MW of critical IT load wit

III. Liquidated Damages for Delay A. Proposed LD Structure The draft EPC Agreement provides for liquidated damages for delay to Substantial Completion at a rate of $125,000 per calendar day per building. Liquidated damages accrue for each calendar day that Substantial Completion of a building is delayed beyond the applicable milestone date specified in Exhibit C to the EPC Agreement (Construction Schedule and Milesto

IV. Change Order Procedures A. Categories of Change Orders The EPC Agreement should establish clear procedures for three categories of change orders: Owner-Directed Changes. These are changes initiated by Owner (acting through Kestrel as Owner's Representative) that modify the scope of work, including additions, deletions, or modifications to the design, specifications, or construction requirements. Owner-directed ch

V. Retainage A. Proposed Retainage Structure The draft EPC Agreement provides for the following retainage structure: • 0% to 50% completion: Owner retains 10% of each progress payment. • 50% to Substantial Completion: Owner retains 5% of each progress payment. • Release: Retainage is held by Owner (or, if required, in an interest-bearing escrow account) and released upon final completion of the Project and satisfacti

VI. Change of Control Provisions A. Change of Control of Owner The draft EPC Agreement grants TMCG a consent right with respect to any change of control of the project Owner entity (Stonebridge Campus Holdings LLC). This consent right is qualified by a "not to be unreasonably withheld, conditioned, or delayed" standard, which is appropriate and should be retained. Definition of "Change of Control." The EPC Agreement

VII. Insurance and Bonding Requirements A. TMCG Insurance Requirements Exhibit D to the EPC Agreement will set forth the detailed insurance requirements applicable to TMCG. The following minimum insurance coverages are required: Commercial General Liability ("CGL"). TMCG shall maintain commercial general liability insurance with a per-occurrence limit of not less than $150,000,000. TMCG has indicated that its CGL cov

VIII. Additional Negotiation Issues — Summary In addition to the six principal negotiation areas discussed in Sections II through VII, the following issues require resolution prior to execution of the EPC Agreement. These issues are addressed on a summary basis; if the deal team requires a more detailed analysis of any of these topics, we can prepare a supplemental memorandum. A. Dispute Resolution TMCG has proposed