Contract analysis

1. Matter Information Matter Number: 1043-00002 Client: Ironhaven Data Centers LLC ("IHDC") Client EIN: 84-3291057 Virginia SCC Entity ID: S7491283 Client Address: 44680 Prentice Drive, Suite 200, Ashburn, VA 20147 Client Entity Type: Delaware limited liability company, headquartered in Ashburn, Virginia. IHDC was organized under the Delaware Limited Liability Company Act and is registered to transact business in the

2. Client Background Ironhaven Data Centers LLC ("IHDC") is a portfolio company operating at the intersection of the technology infrastructure and commercial real estate sectors, with a primary focus on the development, construction, and operation of carrier-neutral data center facilities in the Northern Virginia market — widely recognized as the largest data center market in the world by installed capacity. IHDC's b

3. Project Overview 3.1 Project Description Project Name: Stonebridge Data Center Campus ("Stonebridge Campus") Location: The Stonebridge Campus will be situated at the intersection of Belmont Ridge Road and Stonebridge Boulevard, in unincorporated Loudoun County, Virginia 20148. The site is located within the established data center corridor in eastern Loudoun County, proximate to existing fiber routes, utility infr

4. Scope of Engagement The following sections describe the anticipated scope of Calderwood & Harkness LLP's engagement on behalf of IHDC in connection with the Stonebridge Campus development. The scope may be expanded or modified as the transaction progresses, subject to mutual agreement with the client and appropriate adjustments to staffing and budgets. 4.1 Land Acquisition Calderwood & Harkness will represent IHDC

5. Key Milestones and Timeline The following table sets forth the key milestones and target dates for the Stonebridge Campus development. These dates are based on current estimates and may be adjusted as the transaction progresses. The engagement team will maintain a detailed project schedule and will update these milestones as necessary. The overall project timeline contemplates approximately 24 months of constructi

6. Engagement Team The following attorneys have been assigned to Matter No. 1043-00002. The table below identifies each team member, their role, and their primary workstream responsibilities. Additional associates and support staff may be added to the engagement team as workstreams intensify, particularly during the construction loan documentation phase and the closing process. Any additions to the team will be appro

7. Identified Parties and Counterparties The following is a comprehensive listing of all parties and counterparties identified in connection with the Stonebridge Campus development as of the date of this memorandum. This listing is provided for reference purposes and to support the firm's conflict checking and matter management functions. Client and Affiliated Entities • Ironhaven Data Centers LLC ("IHDC") — Client •

8. Conflicts and Ethical Considerations A separate Conflict Check Memorandum has been prepared and is dated March 12, 2025. The Conflict Check Memorandum documents the results of the firm's conflict screening process with respect to all parties and counterparties identified in Section 7 above. The conflict check was conducted in accordance with Calderwood & Harkness LLP's standard conflict clearance procedures and th

9. Initial Action Items The following initial action items have been identified for the engagement team. These items should be commenced promptly and completed in accordance with the target dates specified:

1. Entity Formation. Commence preparation of articles of organization for Stonebridge Campus Holdings LLC for filing with the Virginia State Corporation Commission. Draft the operating agreement (including SPE covenants) and organizational resolutions. Target completion of formation filings: by March 28, 2025.

2. Stonebridge PSA Markup. Begin preparation of the firm's markup of the purchase and sale agreement for the Stonebridge Parcel. Seller's counsel, Whitfield, Poole & Stratton LLP, has circulated an initial draft. Cynthia Ho to prepare the initial markup for review by Douglas Fairchild. Target delivery of markup to seller's counsel: by March 24, 2025.

3. Local Zoning Counsel Engagement. Engage Ashcroft & Wynn, P.C. as local zoning counsel for the ZMOD application and proffer negotiations. An engagement letter is to follow by March 18, 2025. Cynthia Ho to coordinate the engagement and initial scope discussion with Thomas Ashcroft.

4. Title Commitments. Request title commitments from Fidelitas Title & Escrow, Inc. for both the Stonebridge Parcel and the Meridian Parcel. Grace Nakamura to coordinate with Fidelitas and provide the necessary ordering information, including legal descriptions, tax map references, and ownership information. Target receipt of title commitments: April 3–10, 2025.

5. Kick-Off Call. Schedule a project kick-off call with the IHDC development team (Marcus Thorne, Priya Dasgupta, Leonard Castellano) and the Ridgeline equity sponsor contact (Julian Hargrove). The kick-off call should be scheduled for the week of March 17, 2025, and should cover the project timeline, workstream priorities, key transaction issues, and communication protocols.

6. Environmental Due Diligence. Coordinate with Pendleton Environmental Associates, Inc. (Dr. Renata Volkov) regarding the scope and schedule for Phase I ESAs on both parcels and the Phase II ESA on the Stonebridge Parcel (focused on the northwest quadrant with potential residual pesticide contamination). Grace Nakamura to lead this coordination.

7. VPC Large Load Service Agreement. Commence review of the Vantage Power Cooperative Large Load Service Agreement standard form. Cynthia Ho to obtain the standard form from IHDC or directly from VPC and to begin identifying key issues and negotiation points.

8. Construction Loan Term Sheet. Begin preparation of an outline of the construction loan term sheet for discussion with Summit National Bank, N.A. Douglas Fairchild and Cynthia Ho to prepare the initial outline, incorporating the key terms described in Section 4.6 above, for review with IHDC management and subsequent discussion with Summit.

10. Document Management and Filing All documents generated or received in connection with this engagement are to be filed under Matter No. 1043-00002 in the firm's document management system. The following document management protocols shall apply: Folder Structure. Document management system folders shall be established for each workstream, as follows: • Entity / Organizational Documents • Land Acquisition — Stonebr