Contract analysis

I. Executive Summary The purpose of this memorandum is to analyze and recommend the optimal tax classification, elections, and structural considerations for Stonebridge Campus Holdings LLC ("Stonebridge Holdings" or the "Borrower"), the to-be-formed Virginia single-purpose entity that will serve as the project-level borrower and property owner for the $600,000,000 Stonebridge Data Center Campus development located in

II. Ownership Structure Overview A. Full Organizational Chain A clear understanding of the complete ownership chain is essential to the tax classification analysis and to ensuring that the recommended structure achieves the intended pass-through treatment at every tier. The organizational chain, from the top-level fund vehicle down to the project-level entity, is as follows: Ridgeline Capital Partners Fund IV, LP is

III. Federal Tax Classification Analysis A. Default Classification Under Check-the-box Regulations The federal income tax classification of Stonebridge Holdings is governed by the entity classification regulations set forth in Treasury Regulation § 301.7701-1 through § 301.7701-3, commonly known as the "check-the-box" regulations. These regulations provide a framework under which an eligible entity — defined as a bus

IV. Virginia State Tax Implications A. Virginia Pass-Through Entity Tax (PTET) Virginia enacted a pass-through entity tax election effective for taxable years beginning on or after January 1, 2021, codified at Va. Code § 58.1-390.1 et seq. This provision permits eligible pass-through entities — including partnerships, S-corporations, and LLCs classified as partnerships for federal income tax purposes — to elect to pa

V. Coordination with Lender Requirements — Single-Purpose Entity Covenants A. Construction Loan SPE Requirements The $390,000,000 senior secured construction loan from Summit National Bank, N.A. (as Administrative Agent), Cascade Commercial Lending Corp., and Harborview Trust Company requires that the Borrower — Stonebridge Holdings — be organized and operated as a "single-purpose entity" at all times during the term

VI. Change of Control Considerations The construction loan agreement for the Stonebridge Campus is expected to include a mandatory prepayment trigger upon any "change of control" of the Borrower (Stonebridge Holdings) or the Guarantor (IHDC). The change of control definition in the loan commitment term sheet is defined as any transfer, conveyance, assignment, or other disposition (whether direct or indirect, voluntar

VII. Tax Elections and Filings A. Form 8832 — Entity Classification Election Recommendation: Do not file. As discussed in Section III.A above, Stonebridge Holdings will default to disregarded entity classification for federal income tax purposes as a domestic single-member LLC under Treasury Regulation § 301.7701-3(b)(1)(ii). The filing of Form 8832 (Entity Classification Election) is unnecessary and would be appropr

VIII. Coordination with Cost Segregation and Depreciation A cost segregation study is a critical tax planning tool for the Stonebridge Campus project, and we recommend that the study be commissioned upon construction commencement. The Notice to Proceed ("NTP") under the EPC Agreement with Titan-McAllister Construction Group, LLC is currently targeted for November 1, 2025. The cost segregation study should be engaged

IX. Management Incentive Pool Considerations As noted in Section II.A above, 8% of the membership interests in IHDC are held by Ironhaven Management Incentive Pool LLC, a Delaware limited liability company that serves as a profits-interest vehicle for key members of IHDC's management team. The individuals who participate in the management incentive pool include Marcus Thorne (CEO), Priya Dasgupta (CFO), Leonard Caste

X. Timing and Action Items A. Immediate Action Items The follow