Contract analysis

I. Purpose and Summary This memorandum outlines the procedural requirements, expected timeline, required submissions, and strategic considerations for obtaining a Zoning Modification Application ("ZMOD") approval from Loudoun County, Virginia, to permit data center use on the approximately 81.4-acre Stonebridge Data Center Campus site (the "Stonebridge Campus" or the "Site"). This memorandum is intended to provide a

II. Existing Zoning and Proposed Change A. Current Zoning Classification Both the Stonebridge Parcel and the Meridian Parcel are currently zoned PD-IP (Planned Development – Industrial Park) under the Loudoun County Revised 1993 Zoning Ordinance, as amended ("Zoning Ordinance"). The PD-IP zoning district is designed to accommodate a range of industrial, office, warehouse, distribution, and flex-use developments withi

III. ZMOD Application Process — Step-by-Step Overview The following sections describe each stage of the ZMOD application process as it applies to the Stonebridge Campus project, from the pre-application conference through post-approval steps. A. Pre-Application Conference The Loudoun County Department of Planning and Zoning requires, or at minimum strongly encourages, a pre-application conference ("PAC") before the f

1. Completed ZMOD Application Form. The standard application form prescribed by the Loudoun County DPZ, executed by the applicant and including contact information for the applicant, the record property owners, and the applicant's authorized agents and consultants.

2. ZMOD Application Narrative and Statement of Justification. A detailed written narrative describing the proposed data center campus use, the nature and scope of the requested zoning modification, the basis for the modification, consistency with the Loudoun County Comprehensive Plan, compatibility with surrounding land uses, and the community benefits associated with the project. This document will be the primary ad

3. Conceptual Development Plan / Generalized Development Plan ("GDP"). A graphic plan showing the proposed building locations, campus layout, vehicular and pedestrian access points, internal circulation, setbacks and buffer yards, utility infrastructure corridors, the location of the proposed electrical substation on the Meridian Parcel, emergency generator locations, cooling equipment areas, stormwater management fa

4. Traffic Impact Analysis ("TIA"). A traffic study evaluating the traffic generation, distribution, and impact of the proposed data center campus on the surrounding road network, including Belmont Ridge Road, Stonebridge Boulevard, and other affected intersections. The TIA will be prepared by a licensed traffic engineering firm and will include projected trip generation rates, level-of-service analyses for key inter

5. Fiscal Impact Analysis. An analysis of the projected fiscal impact of the proposed data center campus on Loudoun County, including estimated tax revenue generation (real property tax, business personal property tax, and other applicable taxes) and estimated demand on County services (schools, public safety, transportation, parks, and other services). Data center projects typically demonstrate a strongly positive f

6. Noise Study. An acoustical analysis evaluating the noise generated by the data center's mechanical systems (HVAC cooling equipment, air handling units) and emergency diesel generators during normal operations and emergency/testing conditions. The noise study will model sound levels at the property boundaries and at the nearest noise-sensitive receptors, and will identify noise mitigation measures necessary to comp

7. Visual/Landscape Screening Plan. A conceptual landscape and screening plan showing proposed vegetative buffers, berms, fencing, and architectural treatments designed to minimize the visual impact of the data center buildings and associated equipment (generators, cooling towers, transformers, switchgear) on surrounding properties and public roadways. The plan should address views from Belmont Ridge Road, Stonebridg

8. Environmental and Stormwater Management Overview. A summary of the environmental conditions on the Site (drawing on the Phase I and Phase II Environmental Site Assessments prepared by Pendleton Environmental Associates, Inc.) and a conceptual stormwater management plan addressing the management of stormwater runoff from the approximately 480,000 square feet of building footprint and associated impervious surfaces.

9. Draft Proffer Statement. A preliminary proffer statement setting forth the voluntary commitments being offered by the applicant to address community impacts associated with the proposed development. The proffer statement will be drafted by C&H in coordination with A&W and Cornerstone, and will be subject to revision during the staff review and negotiation process. The content and estimated amounts of the proffer s

10. Title Documentation and Owner Authorization. Because IHDC will not yet have closed on the acquisition of either the Stonebridge Parcel or the Meridian Parcel at the time the ZMOD application is filed, the application must be accompanied by authorization letters from the current record owners — Blackthorn Realty Group, Inc. (with respect to the Stonebridge Parcel) and Meridian Acres LLC (with respect to the Meridi

11. Application Fees. The ZMOD application fee prescribed by the current Loudoun County fee schedule must accompany the application submission. A&W will confirm the applicable fee amount prior to filing. The preparation of these materials requires coordination among multiple consultants and firms, and the May 30, 2025 filing deadline leaves limited margin for delay. The traffic impact analysis and noise study, in par

IV. Proffer Statement — Overview and Estimated Amounts Under Virginia Code § 15.2-2303 and Loudoun County practice, ZMOD applications for data center use are typically accompanied by voluntary proffers — both monetary and non-monetary — addressing the community impacts associated with the proposed development. While proffers are technically voluntary, as a practical matter, the submission of a proffer statement is a

V. Detailed Timeline The following table sets forth the anticipated milestone dates for the ZMOD process in the context of the broader Stonebridge Campus project development schedule: This timeline is aggressive but achievable, provided the application materials are complete and professionally prepared at the time of filing, the pre-application conference does not reveal unanticipated issues requiring significant add

VI. Interrelationship with Other Project Milestones The ZMOD process does not occur in isolation. It is one of several critical-path workstreams in the overall Stonebridge Campus development, and the timing of ZMOD approval has direct implications for land acquisition, construction financing, EPC contract execution, and power procurement. This section discusses the key interdependencies. A. Land Acquisition Closings

VII. Key Risks and Considerations A. Timing Risk The most significant risk to the Stonebridge Campus project presented by the ZMOD process is the risk of delay in ZMOD approval beyond October 2025. As discussed in Section VI, a delay in ZMOD approval would have cascading impacts on the construction loan closing (October 15, 2025 target), EPC NTP (November 1, 2025 target), and the overall project schedule and budget.

VIII. Consultant and Counsel Roles The following table summarizes the roles and responsibilities of the key firms and individuals involved in the ZMOD process for the Stonebridge Data Center Campus: In addition to the foregoing, traffic engineering and acoustical consulting firms will be engaged to prepare the traffic impact analysis and noise study, respectively. The identities of these firms will be confirmed in co