Contract analysis

ARTICLE I — NAME The name of the limited liability company is: Stonebridge Campus Holdings LLC The name of the limited liability company satisfies the requirements of Section 13.1-1012 of the Virginia Limited Liability Company Act, including, without limitation, the requirement that the name contain the words "limited company" or "limited liability company" or the abbreviation "L.C.", "LC", "L.L.C.", or "LLC" as a de

Section 2.1. The purposes for which the limited liability company is organized are as follows: (a) To acquire, own, hold, develop, construct, improve, equip, lease, manage, finance, refinance, operate, maintain, and ultimately dispose of a data center campus known as the "Stonebridge Data Center Campus" located in Loudoun County, Virginia, comprising approximately eighty-one and four-tenths (81.4) acres of land, and

Section 2.2. Notwithstanding the breadth of the purposes set forth in Section 2.1(c) above, the limited liability company is organized as a single-purpose entity, and the purpose clause set forth in this Article II is intentionally narrowly drawn to satisfy the requirements of the senior secured construction lenders under a construction loan facility in the aggregate principal amount of Three Hundred Ninety Million D

ARTICLE III — REGISTERED OFFICE AND REGISTERED AGENT

Section 3.1. Registered Office. The street address of the initial registered office of the limited liability company in the Commonwealth of Virginia is: [To be confirmed upon engagement of registered agent service. The registered office is expected to be located in Loudoun County or Fairfax County, Virginia, at the business office address of the registered agent identified in Section 3.2 below.] The registered office

Section 3.2. Registered Agent. The name of the initial registered agent of the limited liability company is: [Name of registered agent to be confirmed — individual or entity qualified to serve as a registered agent in the Commonwealth of Virginia.] The registered agent is (select one, as applicable): (a) a member or manager of the limited liability company who is a resident of the Commonwealth of Virginia; (b) a dome

Section 3.3. The registered office of the limited liability company is the business office of the registered agent, as required by Section 13.1-1015 of the Virginia Limited Liability Company Act.

Section 4.1. The principal office of the limited liability company shall be located at: 44680 Prentice Drive, Suite 200 Ashburn, Virginia 20147 The principal office address is the headquarters of Ironhaven Data Centers LLC, the sole member of the limited liability company, as further described in Article VII hereof.

Section 4.2. The mailing address of the limited liability company is the same as the principal office address set forth in Section 4.1 above. The limited liability company may change its principal office or mailing address from time to time by appropriate action of its member or members, without the necessity of amending these Articles, provided that notice of any such change is given to the Commission as required by

Section 5.1. The organizer of the limited liability company is: Ironhaven Data Centers LLC 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 (EIN): 84-3291057 Address: 44680 Prentice Drive, Suite 200, Ashburn, Virginia 20147

Section 5.2. The organizer is forming the limited liability company by executing and filing these Articles of Organization with the Commission. The organizer has the power and authority to execute and deliver these Articles and to take all actions necessary or appropriate to effect the formation of the limited liability company under the Virginia Limited Liability Company Act. The organizer is signing these Articles

Section 6.1. The limited liability company shall be member-managed within the meaning of Section 13.1-1001 of the Virginia Limited Liability Company Act. The limited liability company shall not be managed by a manager or managers.

Section 6.2. The sole initial member of the limited liability company is Ironhaven Data Centers LLC, a Delaware limited liability company, which shall manage the business and affairs of the limited liability company. In the capacity of managing member, Ironhaven Data Centers LLC shall have the authority to act on behalf of the limited liability company and to bind the limited liability company in the ordinary course

Section 6.3. The Operating Agreement of Stonebridge Campus Holdings LLC, to be entered into concurrently with or promptly following the formation of the limited liability company, will set forth detailed governance provisions governing the management and operation of the limited liability company, including, without limitation: (a) the scope and limitations of the authority of the member to act on behalf of the limit

Section 7.1. The name, address, jurisdiction of organization, and percentage membership interest of the sole initial member of the limited liability company are as follows:

Section 7.2. Ironhaven Data Centers LLC is a Delaware limited liability company duly organized and validly existing under the Delaware Limited Liability Company Act, 6 Del. C. § 18-101 et seq., and is registered to transact business in the Commonwealth of Virginia. As the sole initial member, Ironhaven Data Centers LLC holds a one hundred percent (100%) membership interest in the limited liability company.

Section 7.3. For informational purposes, and not as a term or condition of these Articles, the ownership structure of Ironhaven Data Centers LLC is as follows: (a) RCP Digital Holdings LLC, a Delaware limited liability company, holds a ninety-two percent (92%) equity interest in Ironhaven Data Centers LLC. RCP Digital Holdings LLC is, in turn, a wholly-owned subsidiary of Ridgeline Capital Partners Fund IV, LP, a Del

ARTICLE VIII — TERM AND DURATION The limited liability company shall have perpetual existence commencing on the date of issuance of the certificate of organization by the Commission, unless sooner dissolved in accordance with the provisions of the Virginia Limited Liability Company Act and the Operating Agreement. The limited liability company shall continue in existence until dissolved and its affairs wound up in ac

Section 9.1. These Articles of Organization shall become effective upon the issuance of the certificate of organization by the Virginia State Corporation Commission, unless a delayed effective date is specified in Section 9.2 below.

Section 9.2. At the election of the organizer, these Articles of Organization may be made effective on a delayed basis on the following date and time: [To be determined. If a delayed effective date is desired for coordination with the transaction closing, the organizer may specify a date not to exceed fifteen (15) days after the date of acceptance by the Commission, in accordance with Section 13.1-1004 of the Virgini

ARTICLE X — ADDITIONAL PROVISIONS

Section 10.1 — Single-Purpose Entity Covenants (Summary Reference) 10.1.1. The limited liability company is organized and shall be operated at all times as a "single-purpose entity" or "special purpose entity," as such terms are customarily used in commercial real estate financing transactions. The limited liability company shall at all times comply with the single-purpose entity and separateness covenants as set for

Section 10.2 — Restrictions on Transfer of Membership Interests 10.2.1. Transfers of membership interests in the limited liability company shall be subject to the restrictions and conditions set forth in the Operating Agreement, including any restrictions required under the Loan Documents in connection with the Construction Loan Facility in the aggregate principal amount of Three Hundred Ninety Million Dollars ($390,

Section 10.3 — Tax Treatment 10.3.1. The limited liability company, as a single-member limited liability company with one member for federal income tax purposes, is intended to be treated as a "disregarded entity" within the meaning of Treasury Regulation Section 301.7701-3 for federal income tax purposes, unless a contrary election is made on Internal Revenue Service Form 8832 (Entity Classification Election) by the