Contract analysis

I. Introduction and Purpose of This Letter Calderwood & Harkness LLP and Ashcroft & Wynn, P.C. serve as counsel and local zoning counsel, respectively, to Ironhaven Data Centers LLC ("IHDC" or the "Applicant"), a Delaware limited liability company with its principal offices located at 44680 Prentice Drive, Suite 200, Ashburn, Virginia 20147. IHDC is the prospective developer of the Stonebridge Data Center Campus (the

II. Description of the Applicant Ironhaven Data Centers LLC is a Delaware limited liability company registered to transact business in the Commonwealth of Virginia (Virginia State Corporation Commission Entity ID: S7491283; Federal Employer Identification Number: 84-3291057). IHDC operates in the digital infrastructure sector and currently owns and operates three existing data center facilities in Northern Virginia,

III. Description of the Subject Property The Project will be developed on two adjacent parcels of land located in unincorporated Loudoun County, Virginia, as described in detail below. Together, these parcels comprise a contiguous campus site of approximately 81.4 acres. A. Stonebridge Parcel The first parcel (the "Stonebridge Parcel") consists of approximately 62.0 acres of land located at the northeast corner of Be

IV. Description of the Proposed Project A. Project Overview The Stonebridge Data Center Campus will be a purpose-built data center campus designed for colocation and enterprise data center operations. The Project represents a total capital investment of approximately Six Hundred Million Dollars ($600,000,000.00), inclusive of land acquisition costs, hard construction costs, soft costs, and infrastructure improvements

V. Existing Zoning and Requested Zoning Modification A. Current Zoning As noted above, both the Stonebridge Parcel (Tax Map Ref. /95-4A-1///) and the Meridian Parcel (Tax Map Ref. /95-4A-2///) are currently zoned PD-IP (Planned Development – Industrial Park) under the Loudoun County Zoning Ordinance. The PD-IP district was established to accommodate a range of industrial, office, and technology-related uses, subject

VI. Concurrent Due Diligence Activities In parallel with the ZMOD application process, IHDC is conducting comprehensive due diligence on both parcels comprising the Project site. The following is a summary of the principal due diligence activities currently underway: A. Environmental Assessments Phase I Environmental Site Assessments ("Phase I ESAs") are being conducted on both the Stonebridge Parcel and the Meridian

VII. Topics for Discussion at Pre-Application Conference The Applicant respectfully requests that the pre-application conference address the following topics, which are central to the preparation and filing of a complete and responsive ZMOD application:

1. Procedural Requirements and Submission Checklist. The Applicant requests confirmation of the current procedural requirements and submission checklist applicable to ZMOD applications under the Loudoun County Zoning Ordinance, including any recent amendments or updates to the Department's administrative guidelines.

2. Required Application Materials. The Applicant wishes to discuss the specific application materials and supporting documentation required for the ZMOD filing, including but not limited to site plans, transportation impact analyses, noise studies, fiscal impact analyses, and architectural renderings. The Applicant seeks guidance on the scope, format, and level of detail expected for each submission component.

3. Comprehensive Plan Compatibility. The Applicant requests preliminary feedback from staff regarding the compatibility of the proposed data center use with the surrounding PD-IP district and the goals, policies, and land use designations of the Loudoun County Comprehensive Plan, including the Suburban Policy Area policies applicable to the subject parcels.

4. Proffer Framework. The Applicant wishes to discuss the appropriate categories and amounts for proffers to be submitted in connection with the ZMOD application, including the phasing of proffer payments tied to the issuance of building certificates of occupancy for each of Buildings A through D. The Applicant welcomes staff's guidance on the Board of Supervisors' current proffer expectations and any applicable prof

5. Environmental Considerations. The Applicant requests an opportunity to discuss stormwater management requirements applicable to the Project, as well as any environmental review considerations arising from the ongoing Phase II ESA for the northwest quadrant of the Stonebridge Parcel (approximately 4.2 acres of former agricultural land with potential residual pesticide contamination).

6. Utility Infrastructure. The Applicant seeks to discuss the placement and permitting of the dedicated 230kV/34.5kV electrical substation on the Meridian Parcel, including the proposed easement in favor of Vantage Power Cooperative, and any coordination required with county utility requirements, public utility easements, or franchise agreements.

7. Review Timeline and Scheduling. The Applicant requests information regarding the anticipated review timeline following submission of the ZMOD application, including the scheduling of Planning Commission referral and the Board of Supervisors public hearing. The Applicant's target for the Board of Supervisors hearing is October 2025, and the Applicant seeks to understand the milestones and deadlines necessary to ach

8. Public Notification and Community Engagement. The Applicant requests guidance on the public notification requirements applicable to the ZMOD application, including notice to adjacent property owners, signage requirements, and any opportunities or obligations for community engagement, such as community meetings or informational sessions in advance of the Planning Commission and Board of Supervisors hearings.

9. Transportation Access. The Applicant wishes to discuss the proposed points of ingress and egress for the campus from Belmont Ridge Road and Stonebridge Boulevard, including any requirements for turn lanes, traffic signal modifications, or transportation demand management measures.

10. Noise Mitigation and Visual Screening. The Applicant seeks to discuss proposed commitments for noise mitigation and visual screening of mechanical equipment, including backup diesel generators and cooling towers. The Applicant is prepared to incorporate sound attenuation enclosures, landscaped berms, and enhanced perimeter screening into the campus design, and welcomes staff's input on the appropriate standards a

11. Preliminary Staff Concerns. The Applicant requests any preliminary feedback or concerns from Department staff regarding the proposed use, intensity, site design, or any other aspect of the Project that would be beneficial for the Applicant to address in the ZMOD application.

VIII. Proposed Meeting Availability The Applicant, its counsel, local zoning counsel, and land use consultant are available for a pre-application conference at the Department's earliest convenience. To allow sufficient time for the conference to occur and for the Applicant to incorporate any staff feedback into the ZMOD application prior to the May 30, 2025 filing target, the Applicant respectfully suggests that the

IX. Preliminary Submissions Enclosed To facilitate the Department's preparation for the pre-application conference, the following preliminary materials are enclosed with this letter for staff review: Enclosure 1: Conceptual Site Plan — An illustrative conceptual site plan showing the 81.4-acre campus layout, the footprints and approximate locations of Buildings A through D, the central utility plant, the dedicated el