Contract analysis

I. Executive Summary The purpose of this memorandum is to recommend and analyze the entity structure for the Stonebridge Data Center Campus (the "Stonebridge Campus" or the "Project"), a $600,000,000 ground-up data center development located in Loudoun County, Virginia. The Project represents a significant capital deployment by our client, Ironhaven Data Centers LLC ("IHDC"), and its ultimate equity sponsor, Ridgelin

II. Background — Project Overview To provide context for the entity structure analysis, we summarize below the key parameters of the Stonebridge Data Center Campus development. Project Name: Stonebridge Data Center Campus Location: The Project is situated at the northeast corner of Belmont Ridge Road and Stonebridge Boulevard, in unincorporated Loudoun County, Virginia 20148. The campus will comprise two contiguous p

III. Current Ownership Structure of IHDC Understanding the full ownership chain above the project-level entity is essential for structuring the entity correctly, satisfying lender change-of-control requirements, and ensuring that the flow of equity capital from Ridgeline Fund IV to the Project is properly documented. Set forth below is a description of each entity in the ownership chain, from the fund level down to t

1. Sole Member: IHDC will be the sole member of the to-be-formed Stonebridge Campus Holdings LLC, with 100% of the membership interests in the project-level entity.

2. Guarantor: IHDC will provide a completion guaranty and a carry guaranty (also referred to as a payment guaranty for interest and carrying costs) to the construction lenders. These guaranties will be direct obligations of IHDC, not of Stonebridge Campus Holdings LLC, and will be secured in part by the pledge of IHDC's 100% membership interest in the project-level entity. E. Ownership Diagram The following text-form

IV. Recommended Structure — Formation of Stonebridge Campus Holdings LLC A. Overview and Rationale We recommend the formation of a new Virginia limited liability company to serve as the project-level entity for the Stonebridge Campus. The key attributes of the recommended entity are as follows: • Entity Name: Stonebridge Campus Holdings LLC • Entity Type: Virginia limited liability company, formed under the Virginia

1. Liability Isolation. The single-purpose entity structure shields IHDC's existing three data center facilities (totaling 42 MW of critical IT load) and other corporate assets from project-level construction risks, including construction defect claims, contractor liens, environmental liabilities, and general operational risks associated with the Stonebridge Campus. In the event of a casualty, default, or other adver

2. Lender Requirements. The structure satisfies expected SPE covenants from Summit National Bank, N.A. and the lending syndicate. As discussed in greater detail in Section V below, construction lenders in project finance transactions of this magnitude routinely require the borrower to be organized and operated as a single-purpose entity with specific organizational covenants designed to reduce bankruptcy risk and pre

3. Clean Collateral Package. The structure provides lenders with a first-priority lien on the campus parcels and associated personal property without competition from IHDC's other creditors or operations. Because Stonebridge Campus Holdings LLC will have no assets other than the campus real property and related project assets, and no liabilities other than those arising from the construction loan and project-level ob

4. Transactional Efficiency. The single-purpose entity structure facilitates potential future sale, refinancing, or securitization of the campus as a standalone asset. If Ridgeline Fund IV or IHDC determines at any future date that it wishes to sell the Stonebridge Campus, the transaction can be structured as a sale of the membership interests in Stonebridge Campus Holdings LLC (a "change of control" transaction) or

5. Tax Planning. The formation of a dedicated project-level entity enables the structuring of pass-through tax elections at the entity level and facilitates the qualification analysis for the Virginia data center sales tax exemption under Va. Code § 58.1-609.3(18). The exemption requires, among other things, a minimum capital investment of $150,000,000 over a five-year period and the creation of a minimum of 50 new j

6. Title Insurance. Owner's title insurance policies to be issued by Sovereign Title Insurance Company (through Fidelitas Title & Escrow, Inc. as issuing agent) will name Stonebridge Campus Holdings LLC as the insured owner of the campus parcels. The lender's title insurance policy, in an amount not less than $390,000,000, will name Summit National Bank, N.A. as Administrative Agent as the insured lender. Having a si

V. Single-Purpose Entity Covenants — Construction Lender Requirements A. General SPE Framework Construction lenders in project-finance transactions of this scale routinely require the borrower to be organized and operated as a "single-purpose entity" or "special purpose entity." The SPE framework is a cornerstone of real estate project finance and is designed to achieve two fundamental objectives. First, the SPE cove

1. Sole Purpose. The entity's sole purpose shall be to own, develop, construct, operate, lease, and manage the Stonebridge Data Center Campus and to engage in activities that are incidental, necessary, or appropriate thereto. The entity shall not engage in any other business or activity.

2. No Other Assets or Business. The entity shall not own any assets other than the campus real property (comprising the Stonebridge Parcel and the Meridian Parcel), related personal property (including data center equipment, fixtures, and tenant improvements), permits, governmental approvals, contracts related to the campus, and bank accounts and reserves held in connection with the construction loan and the operatio

3. No Other Indebtedness. The entity shall not incur any indebtedness other than (a) the construction loan (and any permitted refinancing thereof), (b) trade payables incurred in the ordinary course of business not exceeding a specified threshold and not outstanding for more than a specified period (to be negotiated, but typically in the range of 60 to 90 days past the invoice date), and (c) other permitted indebtedn

4. No Commingling. The entity shall maintain its own separate bank accounts, books of account, records, and financial statements, all of which shall be distinct from those of IHDC, RCP Digital Holdings LLC, Ridgeline Capital Partners Fund IV, LP, and any other affiliate. The entity's funds shall not be commingled with the funds of any other person or entity. This covenant is one of the most important separateness pro

5. No Guarantees of Third-Party Obligations. The entity shall not guarantee, become obligated for, or hold itself out as being responsible for the debts or obligations of any other person or entity. This covenant prevents the project-level entity from assuming contingent liabilities unrelated to the project.

6. Adequate Capitalization. The entity shall maintain adequate capital in light of its contemplated business operations and anticipated liabilities. The adequacy of capitalization will be assessed in the context of the equity contribution schedule and the construction draw timeline, with the expectation that the entity will be funded with sufficient equity to operate as an independent going concern.

7. Separate Identity. The entity shall hold itself out to the public and to all third parties as a legal entity separate and distinct from IHDC and all other affiliates. The entity shall maintain its own stationery, business cards (if applicable), and signage. The entity shall file separate tax returns (or be reported as a disregarded entity on IHDC's tax returns, as applicable). The entity shall not permit any affil

8. Compliance with Organizational Documents. The entity shall at all times conduct its affairs strictly in accordance with its Articles of Organization and Operating Agreement and shall observe all organizational formalities, including the holding of meetings (or adoption of written consents) as required by the Operating Agreement and applicable law.

9. No Dissolution or Winding Up. The entity shall not dissolve, liquidate, or wind up its affairs without the prior written consent of the construction lenders (acting through the Administrative Agent). This covenant ensures that the lenders' collateral position is not disrupted by a voluntary dissolution of the borrower entity during the term of the construction loan.

10. Independent Director/Manager. Depending on the final requirements of Summit National Bank, N.A. and the lending syndicate, the entity may be required to appoint at least one independent manager whose affirmative vote is required for certain material actions, including (a) the filing of a voluntary bankruptcy petition under any chapter of the United States Bankruptcy Code, (b) consenting to an involuntary bankrupt

11. Restriction on Transfers. No direct or indirect transfer, pledge, hypothecation, or encumbrance of the membership interests in the entity shall be permitted except as expressly authorized under the construction loan documents. This restriction will accommodate the pledge of IHDC's 100% membership interest in Stonebridge Campus Holdings LLC to Summit National Bank, N.A. as Administrative Agent, as described in Sec

12. No Merger or Consolidation. The entity shall not merge with, be consolidated with, or be converted into any other entity or form of organization. This covenant ensures the continued separate legal existence of the borrower entity throughout the term of the construction loan. C. Change of Control Provisions The construction loan agreement is expected to include a mandatory prepayment trigger upon any "change of co

VI. Formation Mechanics and Timeline A. Articles of Organization We will prepare and file Articles of Organization for Stonebridge Campus Holdings LLC with the Virginia State Corporation Commission (the "Virginia SCC") pursuant to Va. Code § 13.1-1003. The Articles of Organization will set forth the required statutory information, including the name of the limited liability company, the registered office address, the

VII. Collateral Structure — Interaction with Financing A. Lender Collateral Package Stonebridge Campus Holdings LLC, as borrower under the $390,000,000 construction loan, will be required to grant a comprehensive collateral package to Summit National Bank, N.A. as Administrative Agent for the benefit of the lending syndicate. The collateral package will include the following components:

1. Deed of Trust. Stonebridge Campus Holdings LLC will grant a first-priority deed of trust (with assignment of rents) on both the Stonebridge Parcel (62.0 acres; Loudoun County Tax Map Ref. /95-4A-1///) and the Meridian Parcel (19.4 acres; Loudoun County Tax Map Ref. /95-4A-2///), for a combined 81.4 acres in Loudoun County, Virginia. The deed of trust will be recorded in the Loudoun County Circuit Court Clerk's Off

2. Assignment of Leases and Rents. Stonebridge Campus Holdings LLC will execute an assignment of all tenant leases, rents, revenues, and income from the campus in favor of the Administrative Agent. While the Project is initially a development-stage asset without existing tenants, this assignment will cover all future leases and tenant revenues generated by the campus upon stabilization and will serve as additional co

3. Assignment of Contracts, Permits, and Approvals. Stonebridge Campus Holdings LLC will execute a collateral assignment of all material project contracts, including the EPC Agreement with Titan-McAllister Construction Group, LLC, the Large Load Service Agreement with Vantage Power Cooperative, all architect and engineering agreements, and all governmental permits, licenses, approvals, and entitlements relating to th

4. Security Interest in Personal Property. Stonebridge Campus Holdings LLC will grant a security interest in all personal property, equipment, fixtures, inventory, accounts, and other assets of the entity. This security interest will be perfected by the filing of a UCC-1 financing statement with the Virginia SCC (as the entity's state of organization) covering all assets of the borrower. The UCC-1 filing will be broa

VIII. Tax Considerations — Preliminary Notes While a comprehensive tax analysis is beyond the scope of this entity formation memorandum, the following preliminary tax considerations are relevant to the formation of Stonebridge Campus Holdings LLC and should be addressed in coordination with tax counsel. Detailed tax analysis will be provided by Sylvia Hartwell, of counsel in our tax practice group, in separate memora

IX. Organizational Chart — Summary The following organizational chart summarizes the complete ownership and entity structure from the fund level to the project-level borrower, incorporating the recommended formation of Stonebridge Campus Holdings LLC: RIDGELINE CAPITAL PARTNERS FUND IV, LP (Delaware LP) General Partner: Ridgeline Capital Management LLC (Delaware LLC) ~$3.8B committed capital ↓ 100% ownership RCP DIGI