Contract analysis

I. Executive Summary The purpose of this memorandum is to analyze the mechanics by which the $210,000,000 equity commitment from Ridgeline Capital Partners Fund IV, LP ("Ridgeline Fund IV" or the "Sponsor") will be funded into the Stonebridge Data Center Campus project (the "Project") alongside the $390,000,000 senior secured construction loan facility (the "Construction Loan"), ensuring compliance with lender condit

II. Project Capital Structure Overview A. Total Project Budget Recap The total Project budget for the Stonebridge Data Center Campus is $600,000,000. This budget has been developed by Ironhaven Data Centers LLC in coordination with Kestrel Infrastructure Advisors, LLC (Diane Prescott, Principal) serving as owner's representative, and reflects the Guaranteed Maximum Price ("GMP") established under the Engineering, Pro

III. Construction Loan — Key Conditions Relevant to Equity Funding A. Minimum Equity Contribution Before First Draw The term sheet for the Construction Loan Agreement provides that at least twenty-five percent (25%) of total committed equity must be contributed to the Borrower and evidenced in the Borrower's accounts before the first loan advance may be requested. This is a standard lender requirement designed to ens

IV. Equity Contribution Agreement — Key Provisions A. Commitment Amount and Source The total equity commitment for the Stonebridge Data Center Campus is $210,000,000, to be sourced from Ridgeline Capital Partners Fund IV, LP. As noted above, Ridgeline Fund IV has a total committed capital base of approximately $3.8 billion, and the $210,000,000 commitment to this Project represents approximately 5.5% of total fund co

V. Recommended Draw Sequencing Schedule A. Pre-Closing Equity Deployment (Land Acquisition Phase) The first significant equity deployment will occur during the land acquisition phase, which is currently targeted for completion on September 15, 2025 — approximately one month before the construction loan closing date of October 15, 2025. Because the Construction Loan facility will not yet be available at the time of la

VI. Change of Control Considerations Affecting Equity Funding The Construction Loan Agreement, as contemplated in the current term sheet, includes a mandatory prepayment trigger upon any change of control of the Borrower (Stonebridge Campus Holdings LLC) or the guarantor (Ironhaven Data Centers LLC). A "change of control" is defined as any transfer, assignment, or other disposition of equity interests in the Borrower

VII. Maturity, Extension, and Stabilization Considerations A. Loan Maturity and Extension The Construction Loan has an initial maturity date of 48 months from the construction loan closing date. Based on the target closing date of October 15, 2025, the initial maturity would be approximately October 15, 2029. The term sheet provides for one 12-month extension option, which would extend the maturity to approximately O

VIII. Tax and Accounting Coordination Equity contributions to Stonebridge Campus Holdings LLC will be structured as capital contributions under the Borrower's Operating Agreement, with corresponding adjustments to the capital accounts and tax basis of the contributing member (IHDC). It is essential to maintain accurate tax basis tracking for Ridgeline Fund IV's investment, including the allocation of pre-development

IX. Risk Factors and Mitigation Strategies A. Construction Cost Overrun Risk The GMP of $412,000,000 established under the EPC Agreement with Titan-McAllister Construction Group provides a contractual ceiling on hard construction costs, subject to certain carve-outs. However, several categories of cost increases are not covered by the GMP and could require additional capital beyond the approved Project budget: • Owne