Contract analysis

From: "Cynthia Ho" To: "Michelle Tran" Cc: "Douglas Fairchild" Subject: Stonebridge Data Center Campus — Calderwood & Harkness Initial Markup of EPC Agreement

I hope this message finds you well. On behalf of Calderwood & Harkness LLP, in our capacity as outside counsel to Ironhaven Data Centers LLC ("IHDC") in connection with the Stonebridge Data Center Campus development (C&H Matter No. 1043-00002), I am writing to transmit our initial markup of the Engineering, Procurement, and Construction Agreement (the "EPC Agreement") between Stonebridge Campus Holdings LLC, a to-be-

Please find attached a redline Word document reflecting our initial markup against TMCG's form of EPC Agreement. This markup incorporates substantive input from IHDC's development team, including Leonard Castellano (EVP Development), as well as Kestrel Infrastructure Advisors, LLC (Diane Prescott, Engagement Lead), serving as Owner's representative on this project. We appreciate the constructive dialogue to date and

Our markup addresses the GMP of $412,000,000 for the full scope of work, which encompasses four data center buildings (Buildings A–D, each approximately 120,000 square feet of shell with 24 MW of critical IT load per building), the central utility plant, site civil work, and structured parking — totaling approximately 480,000 gross square feet and 96 MW of critical IT load across the campus. We have proposed language

We have also added language governing the sharing of any savings realized below the GMP. We would appreciate TMCG's position on the proposed savings split ratio so that we can finalize this provision.

Our markup confirms that the scope of work includes the 2N diesel generator configuration for backup power in each building, with generators procured under the EPC contract and included within the GMP. We have requested additional specificity in the technical specifications with respect to MEP systems and commissioning protocols. In addition, we have incorporated provisions addressing design coordination between TMCG

**3. Construction Schedule and Milestone Dates (Exhibit C)**

The EPC Agreement contemplates a 24-month construction duration from Notice to Proceed ("NTP") to Substantial Completion of the final building. Based on a targeted NTP date of November 1, 2025, the milestone dates are as follows:

- Substantial Completion — Building A: August 1, 2027 - Substantial Completion — Buildings B–D (phased): November 1, 2027

Our markup adds interim milestone dates to provide greater visibility into project progress. We request that TMCG confirm the critical path schedule and identify any long-lead procurement items that may affect the timeline. We have also flagged the need to coordinate the construction schedule with the substation energization by Vantage Power Cooperative, currently targeted for June 1, 2027, to ensure the schedule ali

We have proposed a liquidated damages rate of $125,000 per calendar day per building for each day of delay beyond the applicable Substantial Completion date, with a per-building LD cap of 10% of the per-building GMP allocation ($103,000,000 × 10% = $10,300,000 per building). Our markup provides that LDs accrue independently for each building and that the cap applies on a per-building basis rather than in the aggregat

Our proposed retainage structure provides for retention of 10% of each progress payment until 50% completion of the work, reduced to 5% thereafter. All retainage would be held in an interest-bearing escrow account. We have included a provision that retainage is not released on a building-by-building basis but rather upon Substantial Completion of the entire campus. We recognize, however, that TMCG may prefer a partia

We have tightened the change order provisions in several respects:

- All change order work requires written pre-authorization from the Owner before any work is performed on a change order basis. - We have proposed a cap on contractor's overhead and profit markup percentages for change order work. - The markup distinguishes among owner-directed changes, contractor-requested changes, and changes required by governmental authority or unforeseen conditions. - Any change order exceeding

The markup addresses the change of control clause in two respects:

- *Contractor Change of Control:* The Owner retains a termination right upon a change of control of TMCG, with "change of control" defined broadly to include any merger, consolidation, sale of substantially all assets, or transfer of a controlling equity interest in TMCG. - *Owner Change of Control:* We acknowledge TMCG's right to consent (not to be unreasonably withheld, conditioned, or delayed) to any change of con

This is a key coordination point. The Construction Loan Agreement includes a mandatory prepayment trigger if Ridgeline Fund IV ceases to hold at least 51% of the equity interests in the borrower or guarantor, and we need to ensure the EPC change of control definition does not create inconsistencies or additional consent requirements that could impede lender-required transfers. We are addressing this in a separate int

**8. Insurance Requirements (Exhibit D)**

Our markup confirms the following insurance and bonding requirements:

- Commercial general liability coverage: $150,000,000 per occurrence (Pinnacle Indemnity Insurance Co.) - Builder's risk policy: $412,000,000 (Great Basin Surety & Insurance Corp.), with a $250,000 per-occurrence deductible - Performance bond: 100% of GMP = $412,000,000 (Great Basin Surety & Insurance Corp.) - Payment bond: 100% of GMP = $412,000,000 (Great Basin Surety & Insurance Corp.)

We have added a requirement that certificates of insurance be provided within 10 business days of EPC execution and updated annually or upon policy renewal. All policies must name Stonebridge Campus Holdings LLC, Ironhaven Data Centers LLC, and Summit National Bank, N.A. (as Administrative Agent) as additional insureds.

Please also note that the Owner is currently evaluating the implementation of an Owner-Controlled Insurance Program ("OCIP") through Northgate Insurance Brokerage, LLC (William Keane). If an OCIP is implemented, corresponding adjustments to TMCG's insurance obligations and GMP credits would be required, and we would anticipate addressing those changes through a future amendment to the EPC Agreement.

- *Indemnification:* We have proposed mutual indemnification provisions with carve-outs for willful misconduct and gross negligence. TMCG's indemnification obligations would survive for 24 months following final completion. - *Dispute Resolution:* The markup proposes binding arbitration administered under Virginia law, seated in Loudoun County, Virginia, with an interim step requiring senior executive negotiation bef

Given the target execution date of October 20, 2025, and the NTP target of November 1, 2025, we would like to maintain an efficient negotiation timeline. We propose scheduling a working session within the next two weeks — either in person at TMCG's offices in Lanham, Maryland, or by video conference — to walk through the markup in detail. We would ask that TMCG's counsel review the attached markup and provide a conso

We appreciate the collaborative and professional approach that you and the TMCG team have brought to this process, and we look forward to continuing to work together toward execution. Please do not hesitate to reach out if you have any questions in the interim.

**Cynthia Ho** Senior Associate Calderwood & Harkness LLP 1900 K Street NW, Suite 800 Washington, DC 20006 T: (202) 555-4718 E: cho@calderwoodharkness.com

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