Contract analysis

I. Executive Summary The purpose of this memorandum is to analyze the key commercial and legal terms of the draft Large Load Service Agreement (the "LLSA") between Stonebridge Campus Holdings LLC (a to-be-formed Virginia limited liability company and single-purpose borrower entity, to be wholly owned by Ironhaven Data Centers LLC ("IHDC")) and Vantage Power Cooperative ("VPC"), a Virginia electric cooperative, and to

II. Overview of the Parties A. Stonebridge Campus Holdings LLC (Customer) Stonebridge Campus Holdings LLC (the "Customer" or "Stonebridge Holdings") is a Virginia limited liability company to be formed as a single-purpose, bankruptcy-remote borrower entity. It will be wholly owned by Ironhaven Data Centers LLC ("IHDC"), a Delaware limited liability company (EIN: 84-3291057) with its principal offices located at 44680

III. Analysis of Key Commercial Terms A. Contracted Demand The LLSA establishes a contracted demand of 120 MVA. This capacity is designed to support the full build-out of the Stonebridge Campus, encompassing approximately 96 MW of critical IT load across Buildings A through D, together with the associated mechanical plant (primarily cooling systems), lighting, and general site infrastructure systems that constitute t

IV. Termination Provisions The termination provisions of the LLSA are among the most sensitive and consequential terms from both IHDC's commercial perspective and the construction lenders' collateral protection perspective. VPC's draft takes a relatively rigid approach to termination, affording the customer limited termination rights while preserving broad termination authority for VPC. We recommend significant revis

V. Service Reliability and Performance Guarantees Data center operations are uniquely sensitive to disruptions in utility power. Even brief interruptions or fluctuations in power supply can cause significant damage to IT equipment, loss of data, and service-level agreement breaches with IHDC's tenants. The LLSA must therefore include robust service reliability commitments and performance guarantees that reflect the c

VI. Regulatory and Tariff Considerations As a Virginia electric cooperative, VPC is regulated by the Virginia State Corporation Commission ("SCC") under the Virginia Electric Utility Regulation Act and related provisions of the Virginia Code. VPC's rate schedules and tariffs are filed with the SCC, and any non-standard rate terms or service conditions may require SCC approval or a formal waiver. The LLSA must be stru

VII. Tax and Accounting Implications The LLSA and the related Line Extension Funding Agreement present several tax and accounting issues that require careful analysis in coordination with the project's tax advisors. We summarize the key issues below and recommend that they be addressed in a separate detailed tax memorandum prepared by Sylvia Hartwell (C&H Tax Partner) in consultation with Fielding & Associates, CPAs

VIII. Insurance Considerations The LLSA should contain comprehensive insurance provisions addressing the respective obligations of VPC and IHDC/Stonebridge Holdings to maintain insurance coverage on the infrastructure and equipment within their respective ownership and control. (1) VPC Insurance Obligations. VPC, as the owner of the dedicated substation and line extension infrastructure following construction, should