Contract analysis

I. EXECUTIVE SUMMARY The purpose of this memorandum is to analyze and recommend the easement and declaration framework necessary to develop and operate the Stonebridge Data Center Campus (the "Campus" or the "Project") as a unified, integrated data center campus across two separately acquired land parcels in the Ashburn area of Loudoun County, Virginia. This memorandum is intended to provide our client, Ironhaven Dat

1. A Reciprocal Easement and Operation Agreement ("REA") / Declaration of Covenants, Conditions, and Restrictions — serving as the master document governing the relationship between the two parcels as a unified campus;

2. Specific-Purpose Easement Agreements — standalone agreements for the VPC substation easement, the stormwater management facility easement and maintenance agreement, and any dedicated utility corridor easements required by third-party service providers; and

3. A Cross-Access and Utility Easement Agreement — a comprehensive cross-access and shared infrastructure easement between the Stonebridge Parcel and the Meridian Parcel, supplementing the REA with detailed provisions for vehicular and pedestrian access, utility routing, construction staging, and emergency access. The remainder of this memorandum analyzes each component of this recommended structure in detail, identi

II. BACKGROUND — PROJECT AND PARCEL CONFIGURATION A. Project Overview The Stonebridge Data Center Campus is a planned $600,000,000 ground-up development of a 96 MW critical IT load data center campus spanning two contiguous parcels in the Ashburn submarket of Loudoun County, Virginia — the nation's most concentrated data center market and the eastern terminus of major subsea and terrestrial fiber routes. The Campus i

III. RECOMMENDED EASEMENT AND DECLARATION STRUCTURE A. Overview of Three-Tiered Framework Based on our analysis of the project requirements, the applicable regulatory framework, lender expectations, and prevailing market practice for multi-parcel data center campuses in Loudoun County, we recommend the following three-tiered easement and declaration framework: Tier 1: Reciprocal Easement and Operation Agreement (REA)

IV. RECIPROCAL EASEMENT AND OPERATION AGREEMENT (REA) / DECLARATION The REA is the cornerstone of the easement and declaration framework. It establishes the rights, obligations, and restrictions that bind both parcels as components of a unified campus. This section outlines the key provisions to be included in the REA. A. Parties. The initial parties to the REA will be Stonebridge Campus Holdings LLC, in its capacity

1. Grant of Reciprocal Easements. The REA will establish the following reciprocal easements benefiting and burdening both parcels: Vehicular and Pedestrian Access Easements. Non-exclusive, perpetual easements for vehicular and pedestrian ingress and egress across the internal campus roadways, driveways, parking areas, sidewalks, and pathways that connect the Stonebridge Parcel and the Meridian Parcel. These easements

2. Common Area Maintenance and Cost Sharing. The REA will establish a comprehensive framework for the maintenance and cost sharing of Campus common areas. Definition of Common Areas. The REA will define "Common Areas" to include all areas and facilities that serve the Campus as a whole and are not exclusively dedicated to a single parcel's use. Common Areas will include, at a minimum: • Internal campus roadways, driv

3. Use Restrictions and Covenants. The REA will impose the following use restrictions and covenants on both parcels: Permitted Uses. Uses of both parcels will be limited to data center operations, utility infrastructure (including the VPC substation), telecommunications facilities, and ancillary uses that are consistent with (a) the ZMOD approval to be obtained for the Campus (ZMOD-2025-0038), (b) the Loudoun County

4. Insurance and Indemnification. Property Insurance. Each Parcel Owner will be required to maintain property insurance covering the improvements on its parcel in an amount not less than the full replacement cost of such improvements. For the initial Campus program, the target replacement cost is $600,000,000 across all buildings and infrastructure, with the property insurance program to be placed through Northgate I

5. Casualty and Condemnation. Casualty Restoration. In the event of a casualty (fire, storm, or other insured peril) affecting any shared infrastructure or Common Areas, the REA will require the Parcel Owner responsible for maintenance of the affected infrastructure to promptly undertake restoration using available insurance proceeds. The restoration must return the affected facilities to their pre-casualty condition

6. Default and Remedies. Notice and Cure. The REA will include a notice-and-cure mechanism under which a defaulting Parcel Owner receives written notice specifying the nature of the default and a reasonable cure period — typically thirty (30) days for monetary defaults and sixty (60) days for non-monetary defaults (with an extension of the cure period for non-monetary defaults that cannot reasonably be cured within s

7. Lender Protections. The REA must include robust lender protection provisions to satisfy the requirements of the Construction Loan Agreement and to obtain lender's counsel's approval. The key lender protection provisions include: Subordination / Non-Disturbance. The REA will provide that it survives any foreclosure of the Deed of Trust or any transfer in lieu of foreclosure. This is typically accomplished through a

8. Recording and Priority. The REA will be recorded in the land records of Loudoun County, Virginia, promptly after the recording of the Special Warranty Deeds conveying the Stonebridge Parcel and the Meridian Parcel to SCH. Recording of the REA prior to or simultaneously with the Deed of Trust is essential to establish the REA as a prior encumbrance that survives foreclosure. This recording sequence ensures that the

V. SUBSTATION EASEMENT — VANTAGE POWER COOPERATIVE A. Overview. The electrical power supply for the Campus will be provided by VPC through a dedicated 230kV/34.5kV utility substation to be constructed on a designated portion of the Meridian Parcel. The substation is the critical path item for Campus energization and represents the single largest piece of third-party infrastructure on the Campus site. Substation Infra

VI. CROSS-ACCESS AND UTILITY EASEMENT AGREEMENT A. Overview. The Cross-Access and Utility Easement Agreement (the "Cross-Access Agreement") is a standalone instrument that establishes specific, survey-defined reciprocal easements for vehicular and pedestrian access and for the routing of all utility services between the Stonebridge Parcel and the Meridian Parcel. While the REA establishes the general framework for re