bring-down-dd-memo.docx

1043-00002 · Ironhaven Data Centers LLC · Closing

bring-down-dd-memo.docx DOCUMENT Real Estate

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PRIVILEGED AND CONFIDENTIAL ATTORNEY WORK PRODUCT PREPARED IN ANTICIPATION OF LITIGATION AND FOR THE PURPOSE OF RENDERING LEGAL ADVICE

CALDERWOOD & HARKNESS LLP REAL ESTATE GROUP

INTERNAL MEMORANDUM

September 10, 2025

TO: Douglas Fairchild, Responsible Partner, Real Estate, Calderwood & Harkness LLP

CC: Angela Fontaine, Billing Partner, Calderwood & Harkness LLP Grace Nakamura, Working Associate, Calderwood & Harkness LLP Leonard Castellano, EVP Development, Ironhaven Data Centers LLC Priya Dasgupta, CFO, Ironhaven Data Centers LLC

FROM: Cynthia Ho, Lead Associate, Real Estate, Calderwood & Harkness LLP

RE: Bring-Down Due Diligence Status — Pre-Closing Confirmation for Stonebridge Data Center Campus Land Acquisitions

MATTER NO.: 1043-00002

CLIENT: Ironhaven Data Centers LLC ("IHDC")

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I. PURPOSE AND EXECUTIVE SUMMARY

This memorandum provides a comprehensive bring-down status report on all due diligence items for the Stonebridge Data Center Campus (the "Project" or the "Campus") in advance of the anticipated September 15, 2025 closings (collectively, the "Land Closings") of the two land acquisitions comprising the Campus: (i) that certain approximately 62.0-acre parcel commonly known as the "Stonebridge Parcel" and (ii) that certain approximately 19.4-acre adjacent parcel commonly known as the "Meridian Parcel," both located in unincorporated Loudoun County, Virginia (collectively, the "Parcels"). This memorandum has been prepared in anticipation of the simultaneous closings for both Parcels, with conveyance of each to Stonebridge Campus Holdings LLC (the "Borrower Entity" or "SCH"), a single-purpose Virginia limited liability company to be wholly owned by Ironhaven Data Centers LLC.

This memorandum summarizes the current status of the following categories of due diligence as of the date hereof:

1. Title Commitments and Curative Items — for both the Stonebridge Parcel and the Meridian Parcel, including bring-down title search status and outstanding endorsement requests;

2. ALTA/NSPS Surveys — for both Parcels, including survey certification, boundary confirmation, encroachment analysis, and Table A compliance;

3. Phase I and Phase II Environmental Site Assessments — for both Parcels, including the status of the Phase II investigation prompted by the recognized environmental condition identified on the Stonebridge Parcel;

4. ZMOD Entitlement Status — the pending Zoning Modification Application necessary for data center use on the Campus, and the implications of the approval timeline relative to the Land Closings and the subsequent construction loan closing; and

5. Other Diligence Matters — including geotechnical investigations, appraisals, utility and power procurement, insurance, EPC contract status, and entity formation.

This memorandum identifies all outstanding items requiring resolution prior to the Land Closings, any changed conditions since the original due diligence was completed during the contractual due diligence periods, and recommended action items for the deal team.

It is important to note that the construction loan closing with Summit National Bank, N.A. ("Summit"), as Administrative Agent for the lending syndicate comprised of Summit, Cascade Commercial Lending Corp., and Harborview Trust Company (collectively, the "Lenders"), is targeted for October 15, 2025 (the "Loan Closing"). The Lenders will require satisfactory completion and delivery of all due diligence materials as a condition precedent to the Loan Closing. Accordingly, this memorandum also identifies items that, while not necessarily required for the September 15 Land Closings, must be addressed in the period between the Land Closings and the Loan Closing.

Overall Conclusion: Based on the review set forth below, substantially all due diligence items are in satisfactory condition for the Land Closings. Specific items requiring final confirmation or curative action prior to closing have been identified and are catalogued in Section XI of this memorandum. The ZMOD approval timeline, which is anticipated for October 2025 and therefore falls after the Land Closings but before the Loan Closing, represents the most significant sequencing consideration but has been assessed as within acceptable risk parameters, as discussed in detail in Section VII.

II. TRANSACTION OVERVIEW

A. Land Acquisitions

The Campus will be assembled through the acquisition of two contiguous parcels pursuant to separate purchase and sale agreements, as summarized below:

1. Stonebridge Parcel

2. Meridian Parcel

3. Aggregate Transaction Summary

4. PSA Assignments

Pursuant to Article 14 of each PSA, Ironhaven Data Centers LLC has the right, without the consent of the respective Seller, to assign its rights under each PSA to a wholly owned affiliate. Accordingly, IHDC will assign both PSAs to Stonebridge Campus Holdings LLC via Assignment and Assumption Agreements to be executed prior to the Land Closings. Under the terms of each PSA, IHDC will retain all guaranty obligations, including the obligation to fund the purchase price, the obligation to indemnify each Seller with respect to post-closing claims arising from Buyer's activities during the due diligence period, and any other obligations expressly designated as surviving closing. Drafts of the Assignment and Assumption Agreements have been circulated to each Seller's counsel for review and comment. As of the date hereof, we have received comments from Harrison Poole on the Stonebridge PSA Assignment and are awaiting comments from Fiona Dunleavy on the Meridian PSA Assignment. We do not anticipate any material issues with either assignment.

B. Project Context

The Stonebridge Data Center Campus represents a significant greenfield development for IHDC. The total project budget is approximately $600,000,000, which encompasses land acquisition, entitlements, soft costs, and the construction of a four-building data center campus with a total critical IT load capacity of 96 megawatts.

The capital stack for the Project is structured as follows:

Equity will be provided by Ridgeline Capital Partners Fund IV, LP ("RCP Fund IV") through its investment vehicle, RCP Digital Holdings LLC. The senior secured construction loan will be provided by the lending syndicate led by Summit National Bank, N.A. as Administrative Agent, with Cascade Commercial Lending Corp. and Harborview Trust Company as co-lenders. The construction loan term sheet (Ref. CL-2025-VA-04418) was executed on June 20, 2025, and the definitive loan documents are currently in advanced negotiation with Redmond & Calloway LLP (Victor Redmond), counsel to the lending syndicate.

Satisfactory completion of land due diligence is a condition precedent to both the Land Closings and to the subsequent Loan Closing. The Lenders have confirmed that they will require delivery of all title, survey, environmental, zoning, geotechnical, and appraisal materials in a form satisfactory to the Lenders and their counsel as part of the lender closing deliverables package.

III. TITLE STATUS — STONEBRIDGE PARCEL

A. Title Commitment Summary

A commitment for title insurance (the "Stonebridge Title Commitment") was issued by Fidelitas Title & Escrow, Inc. as agent for Sovereign Title Insurance Company ("Sovereign") with an effective date of April 3, 2025. The Stonebridge Title Commitment was reviewed in detail in our Title Review Memorandum dated May 12, 2025 (the "Original Title Memo — Stonebridge"), which was circulated to the deal team and the client. The key parameters of the Stonebridge Title Commitment are as follows:

• Commitment No.: FTE-2025-08831

• Effective Date: April 3, 2025

• Proposed Insured (Owner's Policy): Stonebridge Campus Holdings LLC, as assignee of Ironhaven Data Centers LLC

• Owner's Policy Amount: $58,500,000

• Proposed Insured (Lender's Policy): Summit National Bank, N.A., as Administrative Agent for itself, Cascade Commercial Lending Corp., and Harborview Trust Company

• Lender's Policy Amount: $390,000,000 (to cover both the Stonebridge Parcel and the Meridian Parcel as collateral for the construction loan; to be issued at the Loan Closing)

• Proposed Form: 2021 ALTA Owner's Policy; 2021 ALTA Loan Policy

The Schedule A requirements (Schedule B-I) were reviewed in the Original Title Memo — Stonebridge and have been substantially addressed. Remaining Schedule B-I requirements to be satisfied at closing include delivery of the special warranty deed from Blackthorn Realty Group, Inc. to Stonebridge Campus Holdings LLC, payment of the premium, and satisfaction of certain standard conditions. Fidelitas has confirmed that it has received and approved the form of special warranty deed to be used at closing, subject to insertion of final legal descriptions.

B. Schedule B-II Exceptions — Status Update

The Schedule B-II exceptions to the Stonebridge Title Commitment were reviewed in the Original Title Memo — Stonebridge, and a formal title objection letter (the "Stonebridge Title Objection Letter") was transmitted to Harrison Poole at Whitfield, Poole & Stratton LLP on May 20, 2025. The following is a summary of each Schedule B-II exception and its current status as of the date of this memorandum:

Exception 1 — General Real Estate Taxes. Real estate taxes and assessments for the fiscal year 2025, not yet due and payable. This is a standard exception. We have confirmed with the Loudoun County Commissioner of the Revenue that all real estate taxes for the Stonebridge Parcel are current through the first half of 2025. The second half installment for 2025, due December 5, 2025, will be prorated on the settlement statement as of the date of closing. We have requested that Fidelitas include the customary proration language in the settlement statement and anticipate no issues. Status: Satisfactory — standard proration at closing.

Exception 2 — Standard Survey Exception. Rights of parties in possession and matters that would be disclosed by an accurate survey and inspection of the property. This standard exception will be removed or modified by the issuance of the ALTA survey endorsement (ALTA Endorsement 25-06) upon delivery of the certified ALTA/NSPS survey, as discussed in Section V below. Status: To be removed upon delivery of compliant survey — pending final recertification.

Exception 3 — Easement in favor of Northern Virginia Electric Cooperative (predecessor to Vantage Power Cooperative). Overhead electric transmission easement recorded in the Loudoun County Circuit Court Clerk's Office as Instrument No. 20080034219, affecting a 60-foot-wide corridor along the northern boundary of the parcel. This easement was identified in the Original Title Memo — Stonebridge and reviewed against the proposed site plan. The 60-foot corridor runs along the northern boundary and does not conflict with any planned building pad locations. The planned campus road network has been designed to accommodate the easement corridor. We confirmed with IHDC's design team (Steelpoint Architecture & Engineering, PC) that the overhead lines within this easement will not interfere with the planned data center structures and that appropriate clearances have been maintained in the site design. This easement was not objected to in the Stonebridge Title Objection Letter as it was deemed compatible with the intended use. Status: Satisfactory — no curative action required.

Exception 4 — Stormwater Drainage Easement. Easement for stormwater drainage and maintenance recorded as Instrument No. 20120018447, benefiting the Loudoun County Department of Building and Development, affecting a 30-foot-wide corridor in the southeastern portion of the parcel. This easement encompasses a drainage swale and outfall area. The easement was identified in the Original Title Memo — Stonebridge. We have confirmed with the project civil engineer (Lumen Ridge Engineering, PLLC) that the stormwater management plan for the Campus incorporates and utilizes this existing drainage easement and that no building pads or critical infrastructure are planned within the easement corridor. This easement was not objected to. Status: Satisfactory — no curative action required.

Exception 5 — Deed of Trust in favor of Shenandoah Valley National Bank. Deed of Trust recorded as Instrument No. 20190042881, securing indebtedness of Blackthorn Realty Group, Inc. to Shenandoah Valley National Bank in the original principal amount of $28,000,000. This encumbrance was identified in the Original Title Memo — Stonebridge and was the subject of a specific objection in the Stonebridge Title Objection Letter. Harrison Poole responded on behalf of Blackthorn on June 3, 2025, confirming that the deed of trust will be released at or prior to closing from the proceeds of the sale, and that a payoff letter and form of release from Shenandoah Valley National Bank would be delivered to Fidelitas not less than five business days prior to closing. As of the date hereof, we have not yet received the payoff letter or form of release. This is an outstanding action item. We have followed up with Mr. Poole and he has indicated that the payoff letter is expected by September 11, 2025. Status: Outstanding — payoff letter and release pending; expected September 11, 2025.

Exception 6 — Judgment Lien — Whitaker Construction, LLC. Abstract of judgment filed by Whitaker Construction, LLC against Blackthorn Realty Group, Inc., recorded as Instrument No. 20240056312, in the amount of $312,480. This lien was identified in the Original Title Memo — Stonebridge and was objected to in the Stonebridge Title Objection Letter. Mr. Poole responded on June 3, 2025, explaining that this was a dispute between Blackthorn and a former contractor that has been settled, and that a satisfaction of judgment would be recorded prior to closing. A satisfaction of judgment was recorded on August 15, 2025 as Instrument No. 20250061478. We have confirmed this recording with the Loudoun County Circuit Court Clerk's Office and have received a certified copy for the file. Status: Cured — satisfaction of judgment recorded August 15, 2025.

Exception 7 — Restrictive Covenants — Stonebridge Boulevard Business Park. Declaration of Covenants, Conditions, and Restrictions for the Stonebridge Boulevard Business Park recorded as Instrument No. 20050022314, as amended by First Amendment thereto recorded as Instrument No. 20100031092. These covenants impose certain use restrictions, architectural review requirements, and landscaping standards applicable to parcels within the Stonebridge Boulevard Business Park. The covenants were reviewed in detail in the Original Title Memo — Stonebridge. We identified a concern regarding Section 4.3(b) of the Declaration, which restricts building heights to 45 feet. Data center buildings in the current Campus design contemplate building heights of up to 52 feet (inclusive of rooftop mechanical equipment screening). The Stonebridge Title Objection Letter requested that Blackthorn obtain a modification or waiver of the height restriction from the Stonebridge Boulevard Business Park Owners Association (the "Association"). Mr. Poole responded that Blackthorn is not a member of the Association's architectural review committee and does not have the authority to unilaterally modify the covenants. However, Blackthorn subsequently obtained a written waiver from the Association (approved by a two-thirds vote of the Association's Board of Directors on July 28, 2025) permitting building heights of up to 55 feet on the Stonebridge Parcel, which is sufficient for the planned campus design. The waiver letter, executed by Patricia Hollander, President of the Association, has been recorded as Instrument No. 20250058923. Status: Cured — height restriction waiver recorded July 28, 2025.

Exception 8 — Access Easement — Belmont Ridge Road. Easement for ingress and egress from Belmont Ridge Road (Virginia Route 659) recorded as Instrument No. 20050022316, granting the Stonebridge Parcel a perpetual, non-exclusive easement for vehicular and pedestrian access over a 60-foot-wide corridor connecting the parcel to Belmont Ridge Road. This easement is critical to the Campus and was reviewed in the Original Title Memo — Stonebridge. No issues were identified with the easement, and it was confirmed to be in full force and effect with no conditions or restrictions that would impair its use. The ALTA/NSPS survey confirms that the access corridor is located as described in the recorded easement. Status: Satisfactory — no curative action required.

No additional exceptions were listed on the Stonebridge Title Commitment's Schedule B-II beyond those enumerated above.

C. Bring-Down Title Search

A bring-down title search (also known as a gap search or date-down search) has been ordered from Fidelitas Title & Escrow, Inc. to cover the period from the April 3, 2025 effective date of the Stonebridge Title Commitment through a date proximate to the September 15, 2025 closing. Fidelitas has confirmed that the bring-down search for the Stonebridge Parcel was ordered on September 3, 2025 (Order Confirmation No. FTE-BD-2025-04412), with a target delivery date of September 12, 2025. As of the date of this memorandum, the bring-down search results have not yet been received. This is an outstanding item. Based on discussions with our title officer at Fidelitas, Margaret Chen, we do not anticipate any issues with the bring-down search, but we will promptly review the results upon receipt and advise the deal team of any new exceptions, judgments, or liens that may have appeared against the Stonebridge Parcel or Blackthorn Realty Group, Inc. during the gap period.

With respect to real estate taxes and assessments, as noted above, all taxes are current through the first half of 2025, and the second half installment will be prorated as of the closing date on the settlement statement.

We have confirmed with Fidelitas that no mechanic's liens or lis pendens have been filed against the Stonebridge Parcel as of September 8, 2025. We will request that the bring-down search include a final confirmation of this status as of the search date.

D. Title Insurance — Open Items

The following endorsement requests remain outstanding as of the date of this memorandum and are being coordinated with Sovereign Title Insurance Company and Fidelitas:

1. Zoning Endorsement (ALTA 3.1-06 or equivalent). This endorsement provides affirmative insurance that the use of the property as a data center is permitted under applicable zoning ordinances. Because the ZMOD approval is not expected until October 2025 (after the Land Closings), issuance of this endorsement will likely be deferred until the Loan Closing or conditioned upon ZMOD approval. We have discussed this timing with Sovereign's underwriting counsel, and Sovereign has indicated that it can issue the zoning endorsement at the Loan Closing upon receipt of evidence of ZMOD approval. For the Owner's Policy to be issued at the Land Closings, Sovereign can issue a limited zoning endorsement confirming that the current PD-IP zoning permits industrial park use, with an amended endorsement to follow upon ZMOD approval. This approach has been preliminarily agreed upon with the title underwriter and is noted as an open coordination item.

2. Access Endorsement (ALTA 17-06 or equivalent). This endorsement provides affirmative insurance regarding legal access to the property. We have requested this endorsement based on the recorded access easement from Belmont Ridge Road (Exception 8) and the frontage on Stonebridge Boulevard. Sovereign has indicated that it can issue this endorsement upon delivery of the certified ALTA/NSPS survey confirming the access points.

3. Survey Endorsement (ALTA 25-06 or equivalent). This endorsement removes the standard survey exception (Exception 2) based on the certified ALTA/NSPS survey. Issuance is pending delivery of the final, recertified survey, as discussed in Section V below.

4. Contiguity Endorsement (ALTA 19-06 or equivalent). Because the construction loan will be secured by both the Stonebridge Parcel and the Meridian Parcel, a contiguity endorsement will be required for the Lender's Policy confirming that the two parcels share a common boundary with no gaps or gores. This endorsement will be issued at the Loan Closing based on the combined ALTA/NSPS survey showing both parcels. For the Owner's Policy on the Stonebridge Parcel issued at the Land Closings, the contiguity endorsement is not required but may be obtained upon client request.

We have confirmed that Sovereign Title Insurance Company's underwriting requirements have been substantially satisfied, subject to receipt of the bring-down title search and satisfaction or release of the Shenandoah Valley National Bank deed of trust (Exception 5), both of which are expected prior to closing.

IV. TITLE STATUS — MERIDIAN PARCEL

A. Title Commitment Summary

A commitment for title insurance (the "Meridian Title Commitment") was issued by Fidelitas Title & Escrow, Inc. as agent for Sovereign Title Insurance Company with an effective date of April 10, 2025. The Meridian Title Commitment was reviewed in detail in our Title Review Memorandum dated May 16, 2025 (the "Original Title Memo — Meridian"). The key parameters of the Meridian Title Commitment are as follows:

• Commitment No.: FTE-2025-09014

• Effective Date: April 10, 2025

• Proposed Insured (Owner's Policy): Stonebridge Campus Holdings LLC, as assignee of Ironhaven Data Centers LLC

• Owner's Policy Amount: $19,400,000

• Proposed Insured (Lender's Policy): Summit National Bank, N.A., as Administrative Agent — this parcel will be covered as part of the $390,000,000 combined Lender's Policy to be issued at the Loan Closing

• Proposed Form: 2021 ALTA Owner's Policy; 2021 ALTA Loan Policy

Schedule A requirements (Schedule B-I) have been substantially addressed. The form of special warranty deed from Meridian Acres LLC to Stonebridge Campus Holdings LLC has been approved by Fidelitas, subject to insertion of final legal descriptions.

B. Schedule B-II Exceptions — Status Update

The Schedule B-II exceptions to the Meridian Title Commitment were reviewed in the Original Title Memo — Meridian, and a formal title objection letter (the "Meridian Title Objection Letter") was transmitted to Fiona Dunleavy at Dunleavy & Dunmore Benefits Consulting, PLLC on May 22, 2025. The following is a summary of each Schedule B-II exception and its current status:

Exception 1 — General Real Estate Taxes. Real estate taxes and assessments for the fiscal year 2025, not yet due and payable. As with the Stonebridge Parcel, taxes for the Meridian Parcel are current through the first half of 2025. The second half installment will be prorated on the settlement statement as of the date of closing. Status: Satisfactory — standard proration at closing.

Exception 2 — Standard Survey Exception. This standard exception will be removed or modified by the issuance of the survey endorsement upon delivery of the certified ALTA/NSPS survey for the Meridian Parcel. Status: To be removed upon delivery of compliant survey — pending final recertification.

Exception 3 — Sanitary Sewer Easement in favor of Loudoun Water. Easement recorded as Instrument No. 20060028714, granting a 20-foot-wide sanitary sewer easement along the western boundary of the parcel in favor of the Loudoun County Sanitation Authority (d/b/a Loudoun Water). This easement was identified in the Original Title Memo — Meridian and was confirmed to be compatible with the intended use of the Meridian Parcel. The easement corridor does not conflict with any planned building pad locations or with the anticipated substation area. No objection was raised. Status: Satisfactory — no curative action required.

Exception 4 — Stormwater Management Easement. Easement for stormwater management and drainage recorded as Instrument No. 20060028716, benefiting the Loudoun County Department of Building and Development, affecting a 25-foot-wide corridor along the southern boundary of the parcel. As with the similar easement on the Stonebridge Parcel, this easement has been reviewed by Lumen Ridge Engineering, PLLC and confirmed to be compatible with the campus stormwater management plan. No objection was raised. Status: Satisfactory — no curative action required.

Exception 5 — Telecommunications Easement in favor of Sievert Communications, Inc. Non-exclusive easement for the installation, maintenance, and operation of underground telecommunications conduit, recorded as Instrument No. 20140043818, affecting a 10-foot-wide corridor along the eastern boundary of the parcel. This easement was identified in the Original Title Memo — Meridian. We reviewed the easement terms and confirmed that the easement does not restrict the use of the parcel for data center purposes and does not conflict with any planned building pads or infrastructure. The telecommunications conduit may actually be advantageous for the Project's fiber connectivity requirements. No objection was raised. Status: Satisfactory — no curative action required.

Exception 6 — Deed of Trust in favor of First Piedmont Federal Savings Bank. Deed of Trust recorded as Instrument No. 20210048392, securing indebtedness of Meridian Acres LLC to First Piedmont Federal Savings Bank in the original principal amount of $9,500,000. This encumbrance was identified in the Original Title Memo — Meridian and was the subject of a specific objection in the Meridian Title Objection Letter. Fiona Dunleavy responded on behalf of Meridian Acres LLC on June 10, 2025, confirming that the deed of trust will be released at closing from the proceeds of the sale. Ms. Dunleavy has provided a copy of the payoff letter from First Piedmont Federal Savings Bank dated August 28, 2025, reflecting a payoff amount of $7,238,419.62 (good through September 30, 2025), together with a form of release deed of trust. We have reviewed the payoff letter and the form of release and found them to be satisfactory. Fidelitas has confirmed that it will coordinate the payoff and recording of the release at closing. Status: Substantially cured — payoff letter and release form received; release to be recorded at closing.

Exception 7 — Utility Easement — Open Area in Northeast Corner. The Meridian Title Commitment references a general utility easement in the northeast corner of the parcel, described by metes and bounds, recorded as Instrument No. 20060028718, in favor of "the owner or owners of adjacent parcels and their respective successors and assigns" for the purpose of utility connections and service. This easement was identified in the Original Title Memo — Meridian. This easement is particularly relevant given the planned substation easement to be granted on the Meridian Parcel in favor of Vantage Power Cooperative ("VPC") for the dedicated 230kV/34.5kV substation. We raised this easement in the Meridian Title Objection Letter to confirm that it does not conflict with the planned VPC substation easement area. Ms. Dunleavy confirmed that the Exception 7 easement covers a different area of the parcel (northeast corner) than the planned substation location (northwest portion of the parcel, adjacent to the Stonebridge Parcel boundary). We have independently verified this by cross-referencing the metes and bounds descriptions with the ALTA/NSPS survey and confirmed that there is no overlap or conflict between the two easement areas. Status: Satisfactory — no conflict with planned substation easement.

No additional exceptions were listed on the Meridian Title Commitment's Schedule B-II beyond those enumerated above.

C. Bring-Down Title Search

A bring-down title search has been ordered from Fidelitas Title & Escrow, Inc. to cover the period from the April 10, 2025 effective date of the Meridian Title Commitment through a date proximate to the September 15, 2025 closing. Fidelitas has confirmed that the bring-down search for the Meridian Parcel was ordered on September 3, 2025 (Order Confirmation No. FTE-BD-2025-04413), with a target delivery date of September 12, 2025. As of the date of this memorandum, the bring-down search results have not yet been received. As with the Stonebridge Parcel bring-down, we will promptly review the results upon receipt and advise the deal team of any new exceptions.

Real estate taxes are current through the first half of 2025. Prorations for the second half installment will be reflected on the settlement statement. We have confirmed with Fidelitas that no mechanic's liens or lis pendens have been filed against the Meridian Parcel as of September 8, 2025.

D. Title Insurance — Open Items

The following endorsement requests are being coordinated for the Meridian Parcel:

1. Access Endorsement (ALTA 17-06 or equivalent). The Meridian Parcel does not have direct frontage on a public road; access is obtained through a cross-access easement over the Stonebridge Parcel connecting to Stonebridge Boulevard and, indirectly, to Belmont Ridge Road. Accordingly, the access endorsement for the Meridian Parcel is dependent upon confirmation of the cross-access rights. We have confirmed that the cross-access easement will be established pursuant to a Reciprocal Access and Utility Easement Agreement (the "REA") to be recorded concurrently with the deeds at the Land Closings. The draft REA has been prepared by our office and is in final form, pending execution. Sovereign has reviewed the draft REA and has confirmed that it will issue the access endorsement for the Meridian Parcel upon recording of the REA.

2. Survey Endorsement (ALTA 25-06 or equivalent). Issuance pending delivery of the final, recertified survey for the Meridian Parcel.

3. Contiguity Endorsement (ALTA 19-06 or equivalent). For the Lender's Policy at the Loan Closing, confirming that the Meridian Parcel and the Stonebridge Parcel share a common boundary line. This endorsement is essential for the campus-wide Lender's Policy and will require the combined ALTA/NSPS survey showing both parcels. The ALTA/NSPS surveys for both Parcels are being prepared by the same surveyor (Lumen Ridge Engineering, PLLC), which will facilitate the contiguity analysis.

We note that the planned substation easement to be granted on the Meridian Parcel in favor of VPC will constitute a new encumbrance on the Meridian Parcel following closing. This easement will be reflected as an exception on both the Owner's Policy and the Lender's Policy. We have confirmed with Sovereign that, because the substation easement will be a voluntary encumbrance granted by the insured (Stonebridge Campus Holdings LLC) after closing, it will be addressed as a post-policy endorsement matter and will not affect the issuance of the Owner's Policy at the Land Closings. The Lender's Policy at the Loan Closing will include the substation easement as an approved encumbrance, subject to review and approval by the Lenders.

V. ALTA/NSPS SURVEY STATUS

A. Stonebridge Parcel Survey

An ALTA/NSPS Land Title Survey of the Stonebridge Parcel was performed by Lumen Ridge Engineering, PLLC (project principal: Carlos Esteban, PE, LS), pursuant to the 2021 Minimum Standard Detail Requirements for ALTA/NSPS Land Title Surveys as jointly established and adopted by the American Land Title Association and the National Society of Professional Surveyors. The survey was ordered on April 20, 2025, with a target completion date of June 15, 2025. The survey was substantially completed and the initial plat was delivered on June 12, 2025. Following our review and delivery of comments (survey review memorandum dated June 20, 2025), certain revisions were requested and the revised survey plat was delivered on July 8, 2025.

The survey has been certified to the following parties:

• Ironhaven Data Centers LLC (to be recertified to Stonebridge Campus Holdings LLC upon formation)

• Calderwood & Harkness LLP

• Fidelitas Title & Escrow, Inc.

• Sovereign Title Insurance Company

• Summit National Bank, N.A., as Administrative Agent for itself, Cascade Commercial Lending Corp., and Harborview Trust Company

Key survey findings for the Stonebridge Parcel include:

• Boundary Confirmation: The survey confirms the gross area of the Stonebridge Parcel at 62.003 acres, consistent with the PSA description of "approximately 62.0 acres." The boundary lines correspond to the legal description in the title commitment.

• Access Points: The survey identifies two access points — one from Belmont Ridge Road (Virginia Route 659) via the recorded 60-foot access easement (Exception 8), and one from Stonebridge Boulevard, a 48-foot-wide public road maintained by the Virginia Department of Transportation (VDOT). Both access points are confirmed to be adequate for the intended use and provide for full vehicular and pedestrian ingress and egress.

• Existing Easements: The survey depicts the locations of all recorded easements identified in the title commitment, including the Northern Virginia Electric Cooperative overhead transmission easement (Exception 3), the stormwater drainage easement (Exception 4), and the access easement from Belmont Ridge Road (Exception 8). The plotted locations of these easements have been verified against the recorded instruments, and the easement corridors are consistent with the recorded descriptions.

• Setback Compliance: The survey depicts the applicable setback lines under the PD-IP zoning district (front: 35 feet, side: 25 feet, rear: 35 feet). All planned building pad locations are within the buildable area and comply with applicable setbacks. This analysis was confirmed by cross-referencing the survey with the preliminary site plan prepared by Steelpoint Architecture & Engineering, PC.

• Encroachments: No encroachments were identified by the survey — neither encroachments of improvements from adjacent parcels onto the Stonebridge Parcel, nor encroachments of any existing structures on the Stonebridge Parcel onto adjacent parcels or easement areas.

• Topography and Flood Zone: The survey includes topographic contours at two-foot intervals. The entire parcel is located in FEMA Flood Zone X (areas of minimal flood hazard), per the effective FIRM panel 51107C0355F, dated September 19, 2014. No portions of the parcel are within the 100-year or 500-year floodplain.

• Tax Map Reference: The survey confirms the Loudoun County Tax Map Reference as /95-4A-1///, consistent with the title commitment and PSA.

The survey review memorandum dated June 20, 2025 identified two minor issues: (i) a request to add the Table A Item 11(a) notation regarding the location of utilities serving the property, which was added in the July 8 revision; and (ii) a request to clarify the plotted location of the stormwater drainage easement (Exception 4) in the southeastern corner of the parcel, which was also addressed in the July 8 revision. Both issues have been resolved.

The survey is Table A compliant and includes all optional Table A items required by the Lenders, as specified in the construction loan term sheet, including Items 1 through 4, 6(a), 6(b), 7(a), 7(b)(1), 7(c), 8, 9, 10, 11(a), 11(b), 13, 14, 16, 17, 18, 19, and 20.

Outstanding Item: The survey must be recertified to Stonebridge Campus Holdings LLC (in addition to the existing certifications) upon formation of the entity. Carlos Esteban at Lumen Ridge has confirmed that the recertification can be completed within two business days of receipt of the entity's formation documents.

B. Meridian Parcel Survey

An ALTA/NSPS Land Title Survey of the Meridian Parcel was also performed by Lumen Ridge Engineering, PLLC (project principal: Carlos Esteban, PE, LS). The survey was ordered on April 25, 2025, with a target completion date of June 15, 2025. The survey was substantially completed and the initial plat was delivered on June 14, 2025. Following our review and delivery of comments, the revised survey plat was delivered on July 10, 2025.

The survey has been certified to the same parties as the Stonebridge Parcel survey, with the same recertification requirement for Stonebridge Campus Holdings LLC noted below.

Key survey findings for the Meridian Parcel include:

• Boundary Confirmation: The survey confirms the gross area of the Meridian Parcel at 19.412 acres, consistent with the PSA description of "approximately 19.4 acres."

• Access and Utility Routing Corridors: The Meridian Parcel does not have direct frontage on a public road. Access will be obtained via the cross-access easement over the Stonebridge Parcel, to be established by the REA. The survey depicts a proposed 40-foot-wide cross-access and utility routing corridor along the western boundary of the Meridian Parcel, which aligns with the corresponding corridor on the eastern boundary of the Stonebridge Parcel. The survey also identifies existing utility routing corridors associated with the recorded sanitary sewer easement (Exception 3 — Loudoun Water) and the telecommunications easement (Exception 5 — Sievert Communications, Inc.).

• Planned Substation Area: The survey depicts the location of the planned substation area for the Vantage Power Cooperative easement in the northwest portion of the Meridian Parcel. This area encompasses approximately 2.8 acres and is situated adjacent to the common boundary with the Stonebridge Parcel, which facilitates power distribution across the campus. The survey confirms that the planned substation area does not overlap with any existing recorded easements.

• Encroachments: No encroachments were identified on the Meridian Parcel.

• Flood Zone: The entire parcel is located in FEMA Flood Zone X, per the same FIRM panel as the Stonebridge Parcel. No floodplain areas are present.

• Tax Map Reference: The survey confirms the Loudoun County Tax Map Reference as /95-4A-2///.

The survey confirms the adjacency and contiguity of the Meridian Parcel to the Stonebridge Parcel. The two parcels share a common boundary along their respective west (Meridian) and east (Stonebridge) boundaries, extending approximately 2,847 linear feet. No gaps, gores, or overlaps were identified along this common boundary, which will support the contiguity endorsement for the combined Lender's Policy.

C. Outstanding Survey Matters

The following survey-related matters remain outstanding as of the date of this memorandum:

1. Recertification to Stonebridge Campus Holdings LLC. Both surveys must be recertified to include Stonebridge Campus Holdings LLC as a certified party. This recertification is dependent upon formation of the entity, which is addressed in Section X.D below. Lumen Ridge Engineering has confirmed that it can prepare the recertification within two business days of receipt of the formation documents and entity name confirmation.

2. Combined Survey Plat. For purposes of the Lender's Policy and the contiguity endorsement, the Lenders may require a combined survey plat showing both the Stonebridge Parcel and the Meridian Parcel on a single sheet with contiguity notation. We have discussed this with Carlos Esteban, and Lumen Ridge can prepare the combined plat upon instruction from the deal team. We recommend that this be prepared in advance of the Loan Closing.

3. Final Update/Recertification Date. Sovereign Title Insurance Company and the Lenders may require that the survey certifications be dated within 90 days of the respective closing dates. The current survey certifications are dated July 8, 2025 (Stonebridge) and July 10, 2025 (Meridian), which are within 90 days of the September 15 Land Closings. However, for the October 15 Loan Closing, the certifications would be slightly beyond the 90-day window. We have inquired with Sovereign and are awaiting confirmation of whether a recertification date is required. If so, Lumen Ridge has indicated it can provide an updated certification in the form of a recertification letter without the need for a full re-survey, provided no changes to the property have occurred.

VI. ENVIRONMENTAL DUE DILIGENCE STATUS

A. Phase I ESA — Stonebridge Parcel

A Phase I Environmental Site Assessment (the "Stonebridge Phase I ESA") was performed by Pendleton Environmental Associates, Inc. ("Pendleton") for the Stonebridge Parcel, with Dr. Renata Volkov serving as lead environmental scientist. The Phase I ESA was conducted in accordance with ASTM Standard Practice E1527-21 and the EPA's All Appropriate Inquiries Rule (40 C.F.R. Part 312). The assessment was authorized by IHDC on April 18, 2025, fieldwork was conducted between May 5 and May 9, 2025, and the final Phase I ESA report was delivered on May 28, 2025 (Pendleton Report No. PEA-2025-1847).

Summary of Phase I Findings:

The Stonebridge Parcel has been used primarily for agricultural purposes (row crops and hay production) since at least the 1930s, based on historical aerial photograph review, USDA records, and Loudoun County land records. The Phase I ESA did not identify any underground storage tanks, above-ground storage tanks, or significant chemical storage on the parcel. No evidence of prior industrial use, landfilling, or waste disposal was identified.

However, the Phase I ESA identified one recognized environmental condition (REC) related to the potential for residual pesticide contamination in the northwest quadrant of the Stonebridge Parcel, encompassing approximately 4.2 acres. The basis for this REC was a combination of factors: (i) historical records indicating that the northwest quadrant was used for intensive Tidewater Industries and peach orchard cultivation from approximately 1945 through 1985, a period during which organochlorine pesticides (including DDT and its metabolites, chlordane, and dieldrin) and lead arsenate-based pesticides were commonly applied to fruit orchards in Virginia; (ii) observations during fieldwork of residual orchard row patterns visible in the topography; and (iii) the absence of any prior environmental testing or remediation of the northwest quadrant following the cessation of orchard operations.

Based on this REC, Pendleton recommended a Phase II Environmental Site Assessment for the 4.2-acre area to characterize potential soil and groundwater contamination from historical pesticide application.

No other RECs, controlled recognized environmental conditions (CRECs), or historical recognized environmental conditions (HRECs) were identified for the remainder of the Stonebridge Parcel. No de minimis conditions of concern were identified.

B. Phase II ESA — Stonebridge Parcel

Following the Phase I ESA recommendation, IHDC authorized Pendleton Environmental Associates, Inc. to conduct a Phase II Environmental Site Assessment (the "Stonebridge Phase II ESA") of the 4.2-acre northwest quadrant of the Stonebridge Parcel. The Phase II ESA was conducted in accordance with ASTM Standard Practice E1903-19.

The Phase II ESA was authorized on June 5, 2025, and fieldwork, including soil sampling and groundwater monitoring well installation and sampling, was conducted between June 16 and June 27, 2025. The Phase II ESA work plan included the following activities:

• Collection of 32 soil samples from 16 borings at varying depths (0-6 inches, 6-24 inches, and 24-48 inches) across the 4.2-acre investigation area, analyzed for organochlorine pesticides, total lead, and total arsenic.

• Installation of three temporary groundwater monitoring wells (MW-1, MW-2, and MW-3) and collection of groundwater samples, analyzed for organochlorine pesticides, dissolved lead, and dissolved arsenic.

• Laboratory analysis performed by Dominion Analytical Laboratories, LLC, a Virginia-certified environmental testing laboratory.

The target completion date for the Phase II ESA final report was July 1, 2025. The draft report was delivered on July 11, 2025 (Pendleton Report No. PEA-2025-2103-DRAFT), and the final report was delivered on August 2, 2025 (Pendleton Report No. PEA-2025-2103-FINAL). The final report has been received and reviewed.

Summary of Phase II Findings:

The Phase II ESA soil sampling results identified the following:

• Organochlorine Pesticides: DDT and its metabolites (DDE and DDD) were detected in shallow soils (0-6 inches) at concentrations ranging from 0.42 mg/kg to 3.18 mg/kg across the 4.2-acre investigation area. Dieldrin was detected at concentrations ranging from 0.008 mg/kg to 0.037 mg/kg. Chlordane was detected at concentrations ranging from 0.15 mg/kg to 0.89 mg/kg. All detected concentrations of organochlorine pesticides in soil were below the Virginia Department of Environmental Quality (DEQ) Voluntary Remediation Program (VRP) Tier II screening levels for industrial/commercial land use and below the EPA Regional Screening Levels (RSLs) for industrial/commercial soil.

• Total Lead: Total lead was detected in shallow soils (0-6 inches) at concentrations ranging from 48 mg/kg to 187 mg/kg. All detected concentrations were below the Virginia DEQ VRP Tier II screening level for industrial/commercial land use of 800 mg/kg and below the EPA RSL for industrial/commercial soil of 800 mg/kg.

• Total Arsenic: Total arsenic was detected in shallow soils (0-6 inches) at concentrations ranging from 5.2 mg/kg to 18.7 mg/kg. The maximum detected concentration of 18.7 mg/kg was slightly above the regional background concentration for Loudoun County soils (estimated at approximately 10-15 mg/kg based on USGS data) but was below the Virginia DEQ VRP Tier II screening level for industrial/commercial land use of 30 mg/kg and below the EPA RSL for industrial/commercial soil of 30 mg/kg.

• Deeper Soils (6-48 inches): Concentrations of all analytes in deeper soil samples (6-24 inches and 24-48 inches) were significantly lower than shallow soil concentrations, indicating that pesticide impacts are limited to the near-surface soils and have not migrated significantly downward through the soil column.

• Groundwater: All groundwater samples from the three monitoring wells were non-detect for organochlorine pesticides at the laboratory reporting limits. Dissolved lead and dissolved arsenic were detected at concentrations well below applicable Virginia DEQ groundwater standards and EPA Maximum Contaminant Levels (MCLs).

Phase II ESA Conclusion:

Based on the Phase II ESA results, all detected contaminant concentrations in both soil and groundwater are below applicable Virginia DEQ VRP Tier II screening levels and EPA RSLs for industrial/commercial land use. Pendleton has concluded that no further investigation or remediation is required for the 4.2-acre northwest quadrant and that the Stonebridge Parcel is suitable for the intended data center use without restriction. The Phase II ESA report notes that the planned construction activities (including grading, excavation, and foundation installation) will involve disturbance of the shallow soils in this area, and Pendleton recommends that standard construction health and safety protocols be followed for worker protection during earthwork in this area, including dust suppression measures. These protocols have been communicated to Titan-McAllister Construction Group, LLC for incorporation into the project-specific health and safety plan.

Lender Considerations:

The construction lender (Summit National Bank, N.A.) will require a "clean" or satisfactory environmental report as a condition precedent to the Loan Closing on October 15, 2025. Based on the Phase II ESA results showing all contaminant levels below applicable action levels, we expect that the environmental reports will satisfy the Lender's requirements. The Environmental Indemnity Agreement (to be executed at the Loan Closing by Stonebridge Campus Holdings LLC and IHDC, jointly and severally) will address the Lender's ongoing environmental risk concerns by providing the Lender with contractual recourse against the Borrower Entity and its parent for any environmental liabilities arising from the property. We have circulated a draft Environmental Indemnity Agreement to Redmond & Calloway LLP and are awaiting comments.

We have confirmed with Sovereign Title Insurance Company that the Phase II ESA results do not give rise to any environmental-related title exclusions beyond the standard environmental exclusion in the ALTA policy form.

PSA Environmental Provisions:

Under the Stonebridge PSA, Blackthorn Realty Group, Inc. made certain environmental representations and warranties, including a representation that, to Blackthorn's knowledge, no hazardous substances are present on the property in violation of applicable environmental laws. The PSA also includes an environmental indemnity from Blackthorn for pre-closing environmental conditions. Because the Phase II ESA indicates that contaminant levels are below regulatory action levels and no remediation is required, we do not anticipate the need to invoke the PSA environmental indemnity provisions at this time. However, the representations and warranties survive closing for a period of 18 months, which provides adequate protection in the event that additional environmental conditions are subsequently discovered.

C. Phase I ESA — Meridian Parcel

A Phase I Environmental Site Assessment (the "Meridian Phase I ESA") was performed by Pendleton Environmental Associates, Inc. for the Meridian Parcel, with Dr. Renata Volkov again serving as lead environmental scientist. The Phase I ESA was conducted in accordance with ASTM Standard Practice E1527-21 and the EPA's All Appropriate Inquiries Rule. The assessment was authorized on April 22, 2025, fieldwork was conducted on May 12 and May 13, 2025, and the final Phase I ESA report was delivered on May 30, 2025 (Pendleton Report No. PEA-2025-1852).

Summary of Phase I Findings:

The Meridian Parcel has been used for agricultural purposes (primarily hay production and grazing pasture) since at least the 1940s based on historical records. No orchard use was identified on the Meridian Parcel. The Phase I ESA did not identify any underground storage tanks, above-ground storage tanks, or significant chemical storage on the parcel. No evidence of prior industrial use, landfilling, or waste disposal was identified. A review of government records databases (including federal and state databases maintained by Penrose Solutions) did not identify any listed sites on or within the standard search radii of the Meridian Parcel that would constitute a REC.

The Phase I ESA concluded that no recognized environmental conditions (RECs), controlled recognized environmental conditions (CRECs), or historical recognized environmental conditions (HRECs) were identified for the Meridian Parcel. No Phase II investigation was recommended.

The Meridian Parcel is in clean environmental status and is suitable for the planned use, which will include utility routing, the VPC substation easement, and additional building pads for future phases of the Campus development.

D. Environmental Matters — Closing Readiness

Overall Assessment: Based on the Phase I and Phase II ESA reports for both Parcels, the environmental due diligence program is in satisfactory condition for the Land Closings. The Stonebridge Parcel Phase II ESA confirmed that the sole identified REC (potential residual pesticide contamination in the northwest quadrant) has been investigated and determined to be below regulatory action levels, with no further investigation or remediation required. The Meridian Parcel Phase I ESA identified no RECs.

Lender's Independent Environmental Review: We have confirmed that Summit National Bank's environmental consultant, Verdant Risk Advisors, Inc. ("VRA"), has been provided copies of all four ESA reports (Stonebridge Phase I, Stonebridge Phase II, Meridian Phase I, and the Stonebridge Phase II supplemental data package). VRA conducted an independent desktop review and has provided preliminary feedback to Summit indicating that the reports are consistent with VRA's expectations and satisfy the Lender's environmental due diligence requirements. VRA's formal reliance letter is expected prior to the Loan Closing.

Ongoing Monitoring Obligations: No ongoing environmental monitoring or reporting obligations are required based on the Phase II ESA results. Pendleton recommended that the three temporary groundwater monitoring wells be properly decommissioned in accordance with Virginia DEQ regulations prior to commencement of construction activities. This decommissioning will be coordinated by Pendleton and is estimated to cost approximately $4,500.

VII. ZONING AND ENTITLEMENT STATUS — ZMOD APPLICATION

A. Current Zoning

Both the Stonebridge Parcel and the Meridian Parcel are currently zoned PD-IP (Planned Development – Industrial Park) under the Loudoun County Revised 1993 Zoning Ordinance (as amended). The PD-IP zoning district permits a range of industrial, manufacturing, warehouse, and office uses by right, and other uses by special exception or zoning modification. Data center use, while broadly categorized under "technology and communications" in the Loudoun County zoning framework, requires a Zoning Modification Application ("ZMOD") to specifically authorize the use and to establish conditions related to the unique operational characteristics of data center facilities, including noise generation, utility infrastructure, emergency generator operations, and visual screening requirements.

It is important to note that the existing PD-IP zoning renders the Parcels developable for a range of industrial park uses — the Parcels are not undevelopable without the ZMOD. However, the specific intended use of the Campus as a data center facility cannot proceed without ZMOD approval.

B. ZMOD Application Status

The ZMOD application for the Stonebridge Data Center Campus (expected Loudoun County Docket No. ZMOD-2025-0038) was filed with the Loudoun County Department of Planning and Zoning ("DPZ") on or about May 30, 2025. The application is being managed by Ashcroft & Wynn, P.C. (Thomas Ashcroft, lead partner), the Project's land use counsel in Loudoun County, in coordination with Cornerstone Land Use Consulting, LLC (Alan Mercer, principal consultant), the Project's zoning consultant.

The current status of the ZMOD application is as follows:

• Completeness Review: DPZ completed its initial completeness review and accepted the application as complete on June 18, 2025. A completeness acceptance letter was received from DPZ staff planner Rachel Whitfield on June 20, 2025.

• Staff Referral and Agency Comments: The application was referred to various County agencies and external referral agencies (including VDOT, Loudoun Water, the Fire marshal's Office, the County Environmental Health Division, and the Loudoun County School Board) for review and comment. Referral comments were received from all agencies by August 15, 2025. The comments were generally supportive of the application, with the following notable items requiring response:

• VDOT requested a traffic impact analysis for the Stonebridge Boulevard / Belmont Ridge Road intersection, which has been prepared by Crossroads Traffic Engineering, Inc. and submitted to VDOT on August 22, 2025. VDOT review is pending.

• The Fire marshal's Office requested additional detail regarding emergency generator fuel storage and containment. This information has been provided.

• Loudoun Water confirmed capacity for water and sewer service and issued a will-serve letter dated August 1, 2025.

• Planning Commission Hearing: The Loudoun County Planning Commission public hearing is scheduled for October 7, 2025. Ashcroft & Wynn is preparing the applicant's presentation and has been coordinating with DPZ staff on the staff report.

• Board of Supervisors Hearing: The Board of Supervisors public hearing is anticipated for the regularly scheduled meeting on October 21, 2025, assuming a favorable recommendation from the Planning Commission. If the Board of Supervisors approves the ZMOD at the October 21 meeting, the approval would be effective upon adoption of the resolution.

• DPZ Staff Recommendation: Based on discussions with DPZ staff, Ashcroft & Wynn reports that staff is expected to recommend approval of the ZMOD application, subject to acceptance of the proffer statement (discussed in Section VII.E below) and certain conditions.

ZMOD approval is therefore targeted for October 2025, which is after the anticipated September 15, 2025 Land Closings but before the October 15, 2025 Loan Closing. The precise sequencing depends on the Planning Commission and Board of Supervisors hearing outcomes.

C. Impact on Land Closings

We have analyzed whether the Land Closings on September 15, 2025 can proceed without ZMOD approval in hand. Based on our review of the operative PSA provisions, we confirm the following:

• Stonebridge PSA (Section 7.2(c)): The Stonebridge PSA does not include ZMOD approval as a condition precedent to the Buyer's obligation to close. The Buyer's closing conditions are limited to (i) accuracy of Seller's representations and warranties, (ii) Seller's performance of closing deliverables, and (iii) the absence of any material adverse change to the condition of the property. The zoning risk associated with the ZMOD application is expressly assumed by the Buyer under Section 7.2(d) of the PSA, which states that "Buyer acknowledges that Buyer has investigated the zoning status of the Property and is acquiring the Property in its 'as-zoned' condition."

• Meridian PSA (Section 6.3): Similarly, the Meridian PSA does not include ZMOD approval as a condition precedent to closing. The Buyer is acquiring the Meridian Parcel in its as-zoned condition and is assuming the zoning risk associated with the ZMOD application.

Accordingly, the Land Closings can proceed on September 15, 2025 without ZMOD approval. The Buyer (IHDC, through its assignee Stonebridge Campus Holdings LLC) is assuming zoning risk as part of the acquisition. As noted above, the existing PD-IP zoning permits industrial park use, and the Parcels are not rendered undevelopable without the ZMOD; however, the specific data center use cannot commence without ZMOD approval.

D. Impact on Construction Loan Closing

Summit National Bank's construction loan term sheet (Ref. CL-2025-VA-04418) includes ZMOD approval (or satisfactory progress toward approval, as determined by the Administrative Agent in its reasonable discretion) as a condition precedent to the Loan Closing on October 15, 2025. Specifically, Section 4(j) of the term sheet provides:

> "The Borrower shall have obtained all zoning approvals, special use permits, proffers, and other land use entitlements necessary for the construction and operation of the Project as contemplated by the Plans and Specifications, or the Administrative Agent shall be satisfied, in its reasonable discretion, that such approvals are in the process of being obtained and that there is no material risk of denial or material adverse modification."

Based on the current ZMOD application timeline:

• If the Board of Supervisors approves the ZMOD at its October 21, 2025 meeting, the approval would occur six days after the targeted October 15 Loan Closing date. In this scenario, the Loan Closing may need to be deferred by approximately one week (to on or about October 24, 2025) to allow for the ZMOD approval to be finalized. We have discussed this possibility with Victor Redmond at Redmond & Calloway LLP, and the Lenders' counsel has indicated that a brief deferral of the Loan Closing to accommodate the ZMOD approval timeline would be acceptable, provided the approval is obtained at the October 21 Board of Supervisors meeting.

• Alternatively, if the Administrative Agent is satisfied (in its reasonable discretion) that the ZMOD application is in the process of being obtained and that there is no material risk of denial, the Loan Closing could proceed on October 15 with a post-closing

PRIVILEGED AND CONFIDENTIAL ATTORNEY WORK PRODUCT PREPARED IN ANTICIPATION OF LITIGATION AND FOR THE PURPOSE OF RENDERING LEGAL ADVICE
CALDERWOOD & HARKNESS LLP REAL ESTATE GROUP
INTERNAL MEMORANDUM
September 10, 2025
TO: Douglas Fairchild, Responsible Partner, Real Estate, Calderwood & Harkness LLP
CC: Angela Fontaine, Billing Partner, Calderwood & Harkness LLP Grace Nakamura, Working Associate, Calderwood & Harkness LLP Leonard Castellano, EVP Development, Ironhaven Data Centers LLC Priya Dasgupta, CFO, Ironhaven Data Centers LLC
FROM: Cynthia Ho, Lead Associate, Real Estate, Calderwood & Harkness LLP
RE: Bring-Down Due Diligence Status — Pre-Closing Confirmation for Stonebridge Data Center Campus Land Acquisitions
MATTER NO.: 1043-00002
CLIENT: Ironhaven Data Centers LLC ("IHDC")
Right-click to update Table of Contents
I. PURPOSE AND EXECUTIVE SUMMARY
This memorandum provides a comprehensive bring-down status report on all due diligence items for the Stonebridge Data Center Campus (the "Project" or the "Campus") in advance of the anticipated September 15, 2025 closings (collectively, the "Land Closings") of the two land acquisitions comprising the Campus: (i) that certain approximately 62.0-acre parcel commonly known as the "Stonebridge Parcel" and (ii) that certain approximately 19.4-acre adjacent parcel commonly known as the "Meridian Parcel," both located in unincorporated Loudoun County, Virginia (collectively, the "Parcels"). This memorandum has been prepared in anticipation of the simultaneous closings for both Parcels, with conveyance of each to Stonebridge Campus Holdings LLC (the "Borrower Entity" or "SCH"), a single-purpose Virginia limited liability company to be wholly owned by Ironhaven Data Centers LLC.
This memorandum summarizes the current status of the following categories of due diligence as of the date hereof:
1. Title Commitments and Curative Items — for both the Stonebridge Parcel and the Meridian Parcel, including bring-down title search status and outstanding endorsement requests;
2. ALTA/NSPS Surveys — for both Parcels, including survey certification, boundary confirmation, encroachment analysis, and Table A compliance;
3. Phase I and Phase II Environmental Site Assessments — for both Parcels, including the status of the Phase II investigation prompted by the recognized environmental condition identified on the Stonebridge Parcel;
4. ZMOD Entitlement Status — the pending Zoning Modification Application necessary for data center use on the Campus, and the implications of the approval timeline relative to the Land Closings and the subsequent construction loan closing; and
5. Other Diligence Matters — including geotechnical investigations, appraisals, utility and power procurement, insurance, EPC contract status, and entity formation.
This memorandum identifies all outstanding items requiring resolution prior to the Land Closings, any changed conditions since the original due diligence was completed during the contractual due diligence periods, and recommended action items for the deal team.
It is important to note that the construction loan closing with Summit National Bank, N.A. ("Summit"), as Administrative Agent for the lending syndicate comprised of Summit, Cascade Commercial Lending Corp., and Harborview Trust Company (collectively, the "Lenders"), is targeted for October 15, 2025 (the "Loan Closing"). The Lenders will require satisfactory completion and delivery of all due diligence materials as a condition precedent to the Loan Closing. Accordingly, this memorandum also identifies items that, while not necessarily required for the September 15 Land Closings, must be addressed in the period between the Land Closings and the Loan Closing.
Overall Conclusion: Based on the review set forth below, substantially all due diligence items are in satisfactory condition for the Land Closings. Specific items requiring final confirmation or curative action prior to closing have been identified and are catalogued in Section XI of this memorandum. The ZMOD approval timeline, which is anticipated for October 2025 and therefore falls after the Land Closings but before the Loan Closing, represents the most significant sequencing consideration but has been assessed as within acceptable risk parameters, as discussed in detail in Section VII.
II. TRANSACTION OVERVIEW
A. Land Acquisitions
The Campus will be assembled through the acquisition of two contiguous parcels pursuant to separate purchase and sale agreements, as summarized below:
1. Stonebridge Parcel
2. Meridian Parcel
3. Aggregate Transaction Summary
4. PSA Assignments
Pursuant to Article 14 of each PSA, Ironhaven Data Centers LLC has the right, without the consent of the respective Seller, to assign its rights under each PSA to a wholly owned affiliate. Accordingly, IHDC will assign both PSAs to Stonebridge Campus Holdings LLC via Assignment and Assumption Agreements to be executed prior to the Land Closings. Under the terms of each PSA, IHDC will retain all guaranty obligations, including the obligation to fund the purchase price, the obligation to indemnify each Seller with respect to post-closing claims arising from Buyer's activities during the due diligence period, and any other obligations expressly designated as surviving closing. Drafts of the Assignment and Assumption Agreements have been circulated to each Seller's counsel for review and comment. As of the date hereof, we have received comments from Harrison Poole on the Stonebridge PSA Assignment and are awaiting comments from Fiona Dunleavy on the Meridian PSA Assignment. We do not anticipate any material issues with either assignment.
B. Project Context
The Stonebridge Data Center Campus represents a significant greenfield development for IHDC. The total project budget is approximately $600,000,000, which encompasses land acquisition, entitlements, soft costs, and the construction of a four-building data center campus with a total critical IT load capacity of 96 megawatts.
The capital stack for the Project is structured as follows:
Equity will be provided by Ridgeline Capital Partners Fund IV, LP ("RCP Fund IV") through its investment vehicle, RCP Digital Holdings LLC. The senior secured construction loan will be provided by the lending syndicate led by Summit National Bank, N.A. as Administrative Agent, with Cascade Commercial Lending Corp. and Harborview Trust Company as co-lenders. The construction loan term sheet (Ref. CL-2025-VA-04418) was executed on June 20, 2025, and the definitive loan documents are currently in advanced negotiation with Redmond & Calloway LLP (Victor Redmond), counsel to the lending syndicate.
Satisfactory completion of land due diligence is a condition precedent to both the Land Closings and to the subsequent Loan Closing. The Lenders have confirmed that they will require delivery of all title, survey, environmental, zoning, geotechnical, and appraisal materials in a form satisfactory to the Lenders and their counsel as part of the lender closing deliverables package.
III. TITLE STATUS — STONEBRIDGE PARCEL
A. Title Commitment Summary
A commitment for title insurance (the "Stonebridge Title Commitment") was issued by Fidelitas Title & Escrow, Inc. as agent for Sovereign Title Insurance Company ("Sovereign") with an effective date of April 3, 2025. The Stonebridge Title Commitment was reviewed in detail in our Title Review Memorandum dated May 12, 2025 (the "Original Title Memo — Stonebridge"), which was circulated to the deal team and the client. The key parameters of the Stonebridge Title Commitment are as follows:
• Commitment No.: FTE-2025-08831
• Effective Date: April 3, 2025
• Proposed Insured (Owner's Policy): Stonebridge Campus Holdings LLC, as assignee of Ironhaven Data Centers LLC
• Owner's Policy Amount: $58,500,000
• Proposed Insured (Lender's Policy): Summit National Bank, N.A., as Administrative Agent for itself, Cascade Commercial Lending Corp., and Harborview Trust Company
• Lender's Policy Amount: $390,000,000 (to cover both the Stonebridge Parcel and the Meridian Parcel as collateral for the construction loan; to be issued at the Loan Closing)
• Proposed Form: 2021 ALTA Owner's Policy; 2021 ALTA Loan Policy
The Schedule A requirements (Schedule B-I) were reviewed in the Original Title Memo — Stonebridge and have been substantially addressed. Remaining Schedule B-I requirements to be satisfied at closing include delivery of the special warranty deed from Blackthorn Realty Group, Inc. to Stonebridge Campus Holdings LLC, payment of the premium, and satisfaction of certain standard conditions. Fidelitas has confirmed that it has received and approved the form of special warranty deed to be used at closing, subject to insertion of final legal descriptions.
B. Schedule B-II Exceptions — Status Update
The Schedule B-II exceptions to the Stonebridge Title Commitment were reviewed in the Original Title Memo — Stonebridge, and a formal title objection letter (the "Stonebridge Title Objection Letter") was transmitted to Harrison Poole at Whitfield, Poole & Stratton LLP on May 20, 2025. The following is a summary of each Schedule B-II exception and its current status as of the date of this memorandum:
Exception 1 — General Real Estate Taxes. Real estate taxes and assessments for the fiscal year 2025, not yet due and payable. This is a standard exception. We have confirmed with the Loudoun County Commissioner of the Revenue that all real estate taxes for the Stonebridge Parcel are current through the first half of 2025. The second half installment for 2025, due December 5, 2025, will be prorated on the settlement statement as of the date of closing. We have requested that Fidelitas include the customary proration language in the settlement statement and anticipate no issues. Status: Satisfactory — standard proration at closing.
Exception 2 — Standard Survey Exception. Rights of parties in possession and matters that would be disclosed by an accurate survey and inspection of the property. This standard exception will be removed or modified by the issuance of the ALTA survey endorsement (ALTA Endorsement 25-06) upon delivery of the certified ALTA/NSPS survey, as discussed in Section V below. Status: To be removed upon delivery of compliant survey — pending final recertification.
Exception 3 — Easement in favor of Northern Virginia Electric Cooperative (predecessor to Vantage Power Cooperative). Overhead electric transmission easement recorded in the Loudoun County Circuit Court Clerk's Office as Instrument No. 20080034219, affecting a 60-foot-wide corridor along the northern boundary of the parcel. This easement was identified in the Original Title Memo — Stonebridge and reviewed against the proposed site plan. The 60-foot corridor runs along the northern boundary and does not conflict with any planned building pad locations. The planned campus road network has been designed to accommodate the easement corridor. We confirmed with IHDC's design team (Steelpoint Architecture & Engineering, PC) that the overhead lines within this easement will not interfere with the planned data center structures and that appropriate clearances have been maintained in the site design. This easement was not objected to in the Stonebridge Title Objection Letter as it was deemed compatible with the intended use. Status: Satisfactory — no curative action required.
Exception 4 — Stormwater Drainage Easement. Easement for stormwater drainage and maintenance recorded as Instrument No. 20120018447, benefiting the Loudoun County Department of Building and Development, affecting a 30-foot-wide corridor in the southeastern portion of the parcel. This easement encompasses a drainage swale and outfall area. The easement was identified in the Original Title Memo — Stonebridge. We have confirmed with the project civil engineer (Lumen Ridge Engineering, PLLC) that the stormwater management plan for the Campus incorporates and utilizes this existing drainage easement and that no building pads or critical infrastructure are planned within the easement corridor. This easement was not objected to. Status: Satisfactory — no curative action required.
Exception 5 — Deed of Trust in favor of Shenandoah Valley National Bank. Deed of Trust recorded as Instrument No. 20190042881, securing indebtedness of Blackthorn Realty Group, Inc. to Shenandoah Valley National Bank in the original principal amount of $28,000,000. This encumbrance was identified in the Original Title Memo — Stonebridge and was the subject of a specific objection in the Stonebridge Title Objection Letter. Harrison Poole responded on behalf of Blackthorn on June 3, 2025, confirming that the deed of trust will be released at or prior to closing from the proceeds of the sale, and that a payoff letter and form of release from Shenandoah Valley National Bank would be delivered to Fidelitas not less than five business days prior to closing. As of the date hereof, we have not yet received the payoff letter or form of release. This is an outstanding action item. We have followed up with Mr. Poole and he has indicated that the payoff letter is expected by September 11, 2025. Status: Outstanding — payoff letter and release pending; expected September 11, 2025.
Exception 6 — Judgment Lien — Whitaker Construction, LLC. Abstract of judgment filed by Whitaker Construction, LLC against Blackthorn Realty Group, Inc., recorded as Instrument No. 20240056312, in the amount of $312,480. This lien was identified in the Original Title Memo — Stonebridge and was objected to in the Stonebridge Title Objection Letter. Mr. Poole responded on June 3, 2025, explaining that this was a dispute between Blackthorn and a former contractor that has been settled, and that a satisfaction of judgment would be recorded prior to closing. A satisfaction of judgment was recorded on August 15, 2025 as Instrument No. 20250061478. We have confirmed this recording with the Loudoun County Circuit Court Clerk's Office and have received a certified copy for the file. Status: Cured — satisfaction of judgment recorded August 15, 2025.
Exception 7 — Restrictive Covenants — Stonebridge Boulevard Business Park. Declaration of Covenants, Conditions, and Restrictions for the Stonebridge Boulevard Business Park recorded as Instrument No. 20050022314, as amended by First Amendment thereto recorded as Instrument No. 20100031092. These covenants impose certain use restrictions, architectural review requirements, and landscaping standards applicable to parcels within the Stonebridge Boulevard Business Park. The covenants were reviewed in detail in the Original Title Memo — Stonebridge. We identified a concern regarding Section 4.3(b) of the Declaration, which restricts building heights to 45 feet. Data center buildings in the current Campus design contemplate building heights of up to 52 feet (inclusive of rooftop mechanical equipment screening). The Stonebridge Title Objection Letter requested that Blackthorn obtain a modification or waiver of the height restriction from the Stonebridge Boulevard Business Park Owners Association (the "Association"). Mr. Poole responded that Blackthorn is not a member of the Association's architectural review committee and does not have the authority to unilaterally modify the covenants. However, Blackthorn subsequently obtained a written waiver from the Association (approved by a two-thirds vote of the Association's Board of Directors on July 28, 2025) permitting building heights of up to 55 feet on the Stonebridge Parcel, which is sufficient for the planned campus design. The waiver letter, executed by Patricia Hollander, President of the Association, has been recorded as Instrument No. 20250058923. Status: Cured — height restriction waiver recorded July 28, 2025.
Exception 8 — Access Easement — Belmont Ridge Road. Easement for ingress and egress from Belmont Ridge Road (Virginia Route 659) recorded as Instrument No. 20050022316, granting the Stonebridge Parcel a perpetual, non-exclusive easement for vehicular and pedestrian access over a 60-foot-wide corridor connecting the parcel to Belmont Ridge Road. This easement is critical to the Campus and was reviewed in the Original Title Memo — Stonebridge. No issues were identified with the easement, and it was confirmed to be in full force and effect with no conditions or restrictions that would impair its use. The ALTA/NSPS survey confirms that the access corridor is located as described in the recorded easement. Status: Satisfactory — no curative action required.
No additional exceptions were listed on the Stonebridge Title Commitment's Schedule B-II beyond those enumerated above.
C. Bring-Down Title Search
A bring-down title search (also known as a gap search or date-down search) has been ordered from Fidelitas Title & Escrow, Inc. to cover the period from the April 3, 2025 effective date of the Stonebridge Title Commitment through a date proximate to the September 15, 2025 closing. Fidelitas has confirmed that the bring-down search for the Stonebridge Parcel was ordered on September 3, 2025 (Order Confirmation No. FTE-BD-2025-04412), with a target delivery date of September 12, 2025. As of the date of this memorandum, the bring-down search results have not yet been received. This is an outstanding item. Based on discussions with our title officer at Fidelitas, Margaret Chen, we do not anticipate any issues with the bring-down search, but we will promptly review the results upon receipt and advise the deal team of any new exceptions, judgments, or liens that may have appeared against the Stonebridge Parcel or Blackthorn Realty Group, Inc. during the gap period.
With respect to real estate taxes and assessments, as noted above, all taxes are current through the first half of 2025, and the second half installment will be prorated as of the closing date on the settlement statement.
We have confirmed with Fidelitas that no mechanic's liens or lis pendens have been filed against the Stonebridge Parcel as of September 8, 2025. We will request that the bring-down search include a final confirmation of this status as of the search date.
D. Title Insurance — Open Items
The following endorsement requests remain outstanding as of the date of this memorandum and are being coordinated with Sovereign Title Insurance Company and Fidelitas:
1. Zoning Endorsement (ALTA 3.1-06 or equivalent). This endorsement provides affirmative insurance that the use of the property as a data center is permitted under applicable zoning ordinances. Because the ZMOD approval is not expected until October 2025 (after the Land Closings), issuance of this endorsement will likely be deferred until the Loan Closing or conditioned upon ZMOD approval. We have discussed this timing with Sovereign's underwriting counsel, and Sovereign has indicated that it can issue the zoning endorsement at the Loan Closing upon receipt of evidence of ZMOD approval. For the Owner's Policy to be issued at the Land Closings, Sovereign can issue a limited zoning endorsement confirming that the current PD-IP zoning permits industrial park use, with an amended endorsement to follow upon ZMOD approval. This approach has been preliminarily agreed upon with the title underwriter and is noted as an open coordination item.
2. Access Endorsement (ALTA 17-06 or equivalent). This endorsement provides affirmative insurance regarding legal access to the property. We have requested this endorsement based on the recorded access easement from Belmont Ridge Road (Exception 8) and the frontage on Stonebridge Boulevard. Sovereign has indicated that it can issue this endorsement upon delivery of the certified ALTA/NSPS survey confirming the access points.
3. Survey Endorsement (ALTA 25-06 or equivalent). This endorsement removes the standard survey exception (Exception 2) based on the certified ALTA/NSPS survey. Issuance is pending delivery of the final, recertified survey, as discussed in Section V below.
4. Contiguity Endorsement (ALTA 19-06 or equivalent). Because the construction loan will be secured by both the Stonebridge Parcel and the Meridian Parcel, a contiguity endorsement will be required for the Lender's Policy confirming that the two parcels share a common boundary with no gaps or gores. This endorsement will be issued at the Loan Closing based on the combined ALTA/NSPS survey showing both parcels. For the Owner's Policy on the Stonebridge Parcel issued at the Land Closings, the contiguity endorsement is not required but may be obtained upon client request.
We have confirmed that Sovereign Title Insurance Company's underwriting requirements have been substantially satisfied, subject to receipt of the bring-down title search and satisfaction or release of the Shenandoah Valley National Bank deed of trust (Exception 5), both of which are expected prior to closing.
IV. TITLE STATUS — MERIDIAN PARCEL
A. Title Commitment Summary
A commitment for title insurance (the "Meridian Title Commitment") was issued by Fidelitas Title & Escrow, Inc. as agent for Sovereign Title Insurance Company with an effective date of April 10, 2025. The Meridian Title Commitment was reviewed in detail in our Title Review Memorandum dated May 16, 2025 (the "Original Title Memo — Meridian"). The key parameters of the Meridian Title Commitment are as follows:
• Commitment No.: FTE-2025-09014
• Effective Date: April 10, 2025
• Proposed Insured (Owner's Policy): Stonebridge Campus Holdings LLC, as assignee of Ironhaven Data Centers LLC
• Owner's Policy Amount: $19,400,000
• Proposed Insured (Lender's Policy): Summit National Bank, N.A., as Administrative Agent — this parcel will be covered as part of the $390,000,000 combined Lender's Policy to be issued at the Loan Closing
• Proposed Form: 2021 ALTA Owner's Policy; 2021 ALTA Loan Policy
Schedule A requirements (Schedule B-I) have been substantially addressed. The form of special warranty deed from Meridian Acres LLC to Stonebridge Campus Holdings LLC has been approved by Fidelitas, subject to insertion of final legal descriptions.
B. Schedule B-II Exceptions — Status Update
The Schedule B-II exceptions to the Meridian Title Commitment were reviewed in the Original Title Memo — Meridian, and a formal title objection letter (the "Meridian Title Objection Letter") was transmitted to Fiona Dunleavy at Dunleavy & Dunmore Benefits Consulting, PLLC on May 22, 2025. The following is a summary of each Schedule B-II exception and its current status:
Exception 1 — General Real Estate Taxes. Real estate taxes and assessments for the fiscal year 2025, not yet due and payable. As with the Stonebridge Parcel, taxes for the Meridian Parcel are current through the first half of 2025. The second half installment will be prorated on the settlement statement as of the date of closing. Status: Satisfactory — standard proration at closing.
Exception 2 — Standard Survey Exception. This standard exception will be removed or modified by the issuance of the survey endorsement upon delivery of the certified ALTA/NSPS survey for the Meridian Parcel. Status: To be removed upon delivery of compliant survey — pending final recertification.
Exception 3 — Sanitary Sewer Easement in favor of Loudoun Water. Easement recorded as Instrument No. 20060028714, granting a 20-foot-wide sanitary sewer easement along the western boundary of the parcel in favor of the Loudoun County Sanitation Authority (d/b/a Loudoun Water). This easement was identified in the Original Title Memo — Meridian and was confirmed to be compatible with the intended use of the Meridian Parcel. The easement corridor does not conflict with any planned building pad locations or with the anticipated substation area. No objection was raised. Status: Satisfactory — no curative action required.
Exception 4 — Stormwater Management Easement. Easement for stormwater management and drainage recorded as Instrument No. 20060028716, benefiting the Loudoun County Department of Building and Development, affecting a 25-foot-wide corridor along the southern boundary of the parcel. As with the similar easement on the Stonebridge Parcel, this easement has been reviewed by Lumen Ridge Engineering, PLLC and confirmed to be compatible with the campus stormwater management plan. No objection was raised. Status: Satisfactory — no curative action required.
Exception 5 — Telecommunications Easement in favor of Sievert Communications, Inc. Non-exclusive easement for the installation, maintenance, and operation of underground telecommunications conduit, recorded as Instrument No. 20140043818, affecting a 10-foot-wide corridor along the eastern boundary of the parcel. This easement was identified in the Original Title Memo — Meridian. We reviewed the easement terms and confirmed that the easement does not restrict the use of the parcel for data center purposes and does not conflict with any planned building pads or infrastructure. The telecommunications conduit may actually be advantageous for the Project's fiber connectivity requirements. No objection was raised. Status: Satisfactory — no curative action required.
Exception 6 — Deed of Trust in favor of First Piedmont Federal Savings Bank. Deed of Trust recorded as Instrument No. 20210048392, securing indebtedness of Meridian Acres LLC to First Piedmont Federal Savings Bank in the original principal amount of $9,500,000. This encumbrance was identified in the Original Title Memo — Meridian and was the subject of a specific objection in the Meridian Title Objection Letter. Fiona Dunleavy responded on behalf of Meridian Acres LLC on June 10, 2025, confirming that the deed of trust will be released at closing from the proceeds of the sale. Ms. Dunleavy has provided a copy of the payoff letter from First Piedmont Federal Savings Bank dated August 28, 2025, reflecting a payoff amount of $7,238,419.62 (good through September 30, 2025), together with a form of release deed of trust. We have reviewed the payoff letter and the form of release and found them to be satisfactory. Fidelitas has confirmed that it will coordinate the payoff and recording of the release at closing. Status: Substantially cured — payoff letter and release form received; release to be recorded at closing.
Exception 7 — Utility Easement — Open Area in Northeast Corner. The Meridian Title Commitment references a general utility easement in the northeast corner of the parcel, described by metes and bounds, recorded as Instrument No. 20060028718, in favor of "the owner or owners of adjacent parcels and their respective successors and assigns" for the purpose of utility connections and service. This easement was identified in the Original Title Memo — Meridian. This easement is particularly relevant given the planned substation easement to be granted on the Meridian Parcel in favor of Vantage Power Cooperative ("VPC") for the dedicated 230kV/34.5kV substation. We raised this easement in the Meridian Title Objection Letter to confirm that it does not conflict with the planned VPC substation easement area. Ms. Dunleavy confirmed that the Exception 7 easement covers a different area of the parcel (northeast corner) than the planned substation location (northwest portion of the parcel, adjacent to the Stonebridge Parcel boundary). We have independently verified this by cross-referencing the metes and bounds descriptions with the ALTA/NSPS survey and confirmed that there is no overlap or conflict between the two easement areas. Status: Satisfactory — no conflict with planned substation easement.
No additional exceptions were listed on the Meridian Title Commitment's Schedule B-II beyond those enumerated above.
C. Bring-Down Title Search
A bring-down title search has been ordered from Fidelitas Title & Escrow, Inc. to cover the period from the April 10, 2025 effective date of the Meridian Title Commitment through a date proximate to the September 15, 2025 closing. Fidelitas has confirmed that the bring-down search for the Meridian Parcel was ordered on September 3, 2025 (Order Confirmation No. FTE-BD-2025-04413), with a target delivery date of September 12, 2025. As of the date of this memorandum, the bring-down search results have not yet been received. As with the Stonebridge Parcel bring-down, we will promptly review the results upon receipt and advise the deal team of any new exceptions.
Real estate taxes are current through the first half of 2025. Prorations for the second half installment will be reflected on the settlement statement. We have confirmed with Fidelitas that no mechanic's liens or lis pendens have been filed against the Meridian Parcel as of September 8, 2025.
D. Title Insurance — Open Items
The following endorsement requests are being coordinated for the Meridian Parcel:
1. Access Endorsement (ALTA 17-06 or equivalent). The Meridian Parcel does not have direct frontage on a public road; access is obtained through a cross-access easement over the Stonebridge Parcel connecting to Stonebridge Boulevard and, indirectly, to Belmont Ridge Road. Accordingly, the access endorsement for the Meridian Parcel is dependent upon confirmation of the cross-access rights. We have confirmed that the cross-access easement will be established pursuant to a Reciprocal Access and Utility Easement Agreement (the "REA") to be recorded concurrently with the deeds at the Land Closings. The draft REA has been prepared by our office and is in final form, pending execution. Sovereign has reviewed the draft REA and has confirmed that it will issue the access endorsement for the Meridian Parcel upon recording of the REA.
2. Survey Endorsement (ALTA 25-06 or equivalent). Issuance pending delivery of the final, recertified survey for the Meridian Parcel.
3. Contiguity Endorsement (ALTA 19-06 or equivalent). For the Lender's Policy at the Loan Closing, confirming that the Meridian Parcel and the Stonebridge Parcel share a common boundary line. This endorsement is essential for the campus-wide Lender's Policy and will require the combined ALTA/NSPS survey showing both parcels. The ALTA/NSPS surveys for both Parcels are being prepared by the same surveyor (Lumen Ridge Engineering, PLLC), which will facilitate the contiguity analysis.
We note that the planned substation easement to be granted on the Meridian Parcel in favor of VPC will constitute a new encumbrance on the Meridian Parcel following closing. This easement will be reflected as an exception on both the Owner's Policy and the Lender's Policy. We have confirmed with Sovereign that, because the substation easement will be a voluntary encumbrance granted by the insured (Stonebridge Campus Holdings LLC) after closing, it will be addressed as a post-policy endorsement matter and will not affect the issuance of the Owner's Policy at the Land Closings. The Lender's Policy at the Loan Closing will include the substation easement as an approved encumbrance, subject to review and approval by the Lenders.
V. ALTA/NSPS SURVEY STATUS
A. Stonebridge Parcel Survey
An ALTA/NSPS Land Title Survey of the Stonebridge Parcel was performed by Lumen Ridge Engineering, PLLC (project principal: Carlos Esteban, PE, LS), pursuant to the 2021 Minimum Standard Detail Requirements for ALTA/NSPS Land Title Surveys as jointly established and adopted by the American Land Title Association and the National Society of Professional Surveyors. The survey was ordered on April 20, 2025, with a target completion date of June 15, 2025. The survey was substantially completed and the initial plat was delivered on June 12, 2025. Following our review and delivery of comments (survey review memorandum dated June 20, 2025), certain revisions were requested and the revised survey plat was delivered on July 8, 2025.
The survey has been certified to the following parties:
• Ironhaven Data Centers LLC (to be recertified to Stonebridge Campus Holdings LLC upon formation)
• Calderwood & Harkness LLP
• Fidelitas Title & Escrow, Inc.
• Sovereign Title Insurance Company
• Summit National Bank, N.A., as Administrative Agent for itself, Cascade Commercial Lending Corp., and Harborview Trust Company
Key survey findings for the Stonebridge Parcel include:
• Boundary Confirmation: The survey confirms the gross area of the Stonebridge Parcel at 62.003 acres, consistent with the PSA description of "approximately 62.0 acres." The boundary lines correspond to the legal description in the title commitment.
• Access Points: The survey identifies two access points — one from Belmont Ridge Road (Virginia Route 659) via the recorded 60-foot access easement (Exception 8), and one from Stonebridge Boulevard, a 48-foot-wide public road maintained by the Virginia Department of Transportation (VDOT). Both access points are confirmed to be adequate for the intended use and provide for full vehicular and pedestrian ingress and egress.
• Existing Easements: The survey depicts the locations of all recorded easements identified in the title commitment, including the Northern Virginia Electric Cooperative overhead transmission easement (Exception 3), the stormwater drainage easement (Exception 4), and the access easement from Belmont Ridge Road (Exception 8). The plotted locations of these easements have been verified against the recorded instruments, and the easement corridors are consistent with the recorded descriptions.
• Setback Compliance: The survey depicts the applicable setback lines under the PD-IP zoning district (front: 35 feet, side: 25 feet, rear: 35 feet). All planned building pad locations are within the buildable area and comply with applicable setbacks. This analysis was confirmed by cross-referencing the survey with the preliminary site plan prepared by Steelpoint Architecture & Engineering, PC.
• Encroachments: No encroachments were identified by the survey — neither encroachments of improvements from adjacent parcels onto the Stonebridge Parcel, nor encroachments of any existing structures on the Stonebridge Parcel onto adjacent parcels or easement areas.
• Topography and Flood Zone: The survey includes topographic contours at two-foot intervals. The entire parcel is located in FEMA Flood Zone X (areas of minimal flood hazard), per the effective FIRM panel 51107C0355F, dated September 19, 2014. No portions of the parcel are within the 100-year or 500-year floodplain.
• Tax Map Reference: The survey confirms the Loudoun County Tax Map Reference as /95-4A-1///, consistent with the title commitment and PSA.
The survey review memorandum dated June 20, 2025 identified two minor issues: (i) a request to add the Table A Item 11(a) notation regarding the location of utilities serving the property, which was added in the July 8 revision; and (ii) a request to clarify the plotted location of the stormwater drainage easement (Exception 4) in the southeastern corner of the parcel, which was also addressed in the July 8 revision. Both issues have been resolved.
The survey is Table A compliant and includes all optional Table A items required by the Lenders, as specified in the construction loan term sheet, including Items 1 through 4, 6(a), 6(b), 7(a), 7(b)(1), 7(c), 8, 9, 10, 11(a), 11(b), 13, 14, 16, 17, 18, 19, and 20.
Outstanding Item: The survey must be recertified to Stonebridge Campus Holdings LLC (in addition to the existing certifications) upon formation of the entity. Carlos Esteban at Lumen Ridge has confirmed that the recertification can be completed within two business days of receipt of the entity's formation documents.
B. Meridian Parcel Survey
An ALTA/NSPS Land Title Survey of the Meridian Parcel was also performed by Lumen Ridge Engineering, PLLC (project principal: Carlos Esteban, PE, LS). The survey was ordered on April 25, 2025, with a target completion date of June 15, 2025. The survey was substantially completed and the initial plat was delivered on June 14, 2025. Following our review and delivery of comments, the revised survey plat was delivered on July 10, 2025.
The survey has been certified to the same parties as the Stonebridge Parcel survey, with the same recertification requirement for Stonebridge Campus Holdings LLC noted below.
Key survey findings for the Meridian Parcel include:
• Boundary Confirmation: The survey confirms the gross area of the Meridian Parcel at 19.412 acres, consistent with the PSA description of "approximately 19.4 acres."
• Access and Utility Routing Corridors: The Meridian Parcel does not have direct frontage on a public road. Access will be obtained via the cross-access easement over the Stonebridge Parcel, to be established by the REA. The survey depicts a proposed 40-foot-wide cross-access and utility routing corridor along the western boundary of the Meridian Parcel, which aligns with the corresponding corridor on the eastern boundary of the Stonebridge Parcel. The survey also identifies existing utility routing corridors associated with the recorded sanitary sewer easement (Exception 3 — Loudoun Water) and the telecommunications easement (Exception 5 — Sievert Communications, Inc.).
• Planned Substation Area: The survey depicts the location of the planned substation area for the Vantage Power Cooperative easement in the northwest portion of the Meridian Parcel. This area encompasses approximately 2.8 acres and is situated adjacent to the common boundary with the Stonebridge Parcel, which facilitates power distribution across the campus. The survey confirms that the planned substation area does not overlap with any existing recorded easements.
• Encroachments: No encroachments were identified on the Meridian Parcel.
• Flood Zone: The entire parcel is located in FEMA Flood Zone X, per the same FIRM panel as the Stonebridge Parcel. No floodplain areas are present.
• Tax Map Reference: The survey confirms the Loudoun County Tax Map Reference as /95-4A-2///.
The survey confirms the adjacency and contiguity of the Meridian Parcel to the Stonebridge Parcel. The two parcels share a common boundary along their respective west (Meridian) and east (Stonebridge) boundaries, extending approximately 2,847 linear feet. No gaps, gores, or overlaps were identified along this common boundary, which will support the contiguity endorsement for the combined Lender's Policy.
C. Outstanding Survey Matters
The following survey-related matters remain outstanding as of the date of this memorandum:
1. Recertification to Stonebridge Campus Holdings LLC. Both surveys must be recertified to include Stonebridge Campus Holdings LLC as a certified party. This recertification is dependent upon formation of the entity, which is addressed in Section X.D below. Lumen Ridge Engineering has confirmed that it can prepare the recertification within two business days of receipt of the formation documents and entity name confirmation.
2. Combined Survey Plat. For purposes of the Lender's Policy and the contiguity endorsement, the Lenders may require a combined survey plat showing both the Stonebridge Parcel and the Meridian Parcel on a single sheet with contiguity notation. We have discussed this with Carlos Esteban, and Lumen Ridge can prepare the combined plat upon instruction from the deal team. We recommend that this be prepared in advance of the Loan Closing.
3. Final Update/Recertification Date. Sovereign Title Insurance Company and the Lenders may require that the survey certifications be dated within 90 days of the respective closing dates. The current survey certifications are dated July 8, 2025 (Stonebridge) and July 10, 2025 (Meridian), which are within 90 days of the September 15 Land Closings. However, for the October 15 Loan Closing, the certifications would be slightly beyond the 90-day window. We have inquired with Sovereign and are awaiting confirmation of whether a recertification date is required. If so, Lumen Ridge has indicated it can provide an updated certification in the form of a recertification letter without the need for a full re-survey, provided no changes to the property have occurred.
VI. ENVIRONMENTAL DUE DILIGENCE STATUS
A. Phase I ESA — Stonebridge Parcel
A Phase I Environmental Site Assessment (the "Stonebridge Phase I ESA") was performed by Pendleton Environmental Associates, Inc. ("Pendleton") for the Stonebridge Parcel, with Dr. Renata Volkov serving as lead environmental scientist. The Phase I ESA was conducted in accordance with ASTM Standard Practice E1527-21 and the EPA's All Appropriate Inquiries Rule (40 C.F.R. Part 312). The assessment was authorized by IHDC on April 18, 2025, fieldwork was conducted between May 5 and May 9, 2025, and the final Phase I ESA report was delivered on May 28, 2025 (Pendleton Report No. PEA-2025-1847).
Summary of Phase I Findings:
The Stonebridge Parcel has been used primarily for agricultural purposes (row crops and hay production) since at least the 1930s, based on historical aerial photograph review, USDA records, and Loudoun County land records. The Phase I ESA did not identify any underground storage tanks, above-ground storage tanks, or significant chemical storage on the parcel. No evidence of prior industrial use, landfilling, or waste disposal was identified.
However, the Phase I ESA identified one recognized environmental condition (REC) related to the potential for residual pesticide contamination in the northwest quadrant of the Stonebridge Parcel, encompassing approximately 4.2 acres. The basis for this REC was a combination of factors: (i) historical records indicating that the northwest quadrant was used for intensive Tidewater Industries and peach orchard cultivation from approximately 1945 through 1985, a period during which organochlorine pesticides (including DDT and its metabolites, chlordane, and dieldrin) and lead arsenate-based pesticides were commonly applied to fruit orchards in Virginia; (ii) observations during fieldwork of residual orchard row patterns visible in the topography; and (iii) the absence of any prior environmental testing or remediation of the northwest quadrant following the cessation of orchard operations.
Based on this REC, Pendleton recommended a Phase II Environmental Site Assessment for the 4.2-acre area to characterize potential soil and groundwater contamination from historical pesticide application.
No other RECs, controlled recognized environmental conditions (CRECs), or historical recognized environmental conditions (HRECs) were identified for the remainder of the Stonebridge Parcel. No de minimis conditions of concern were identified.
B. Phase II ESA — Stonebridge Parcel
Following the Phase I ESA recommendation, IHDC authorized Pendleton Environmental Associates, Inc. to conduct a Phase II Environmental Site Assessment (the "Stonebridge Phase II ESA") of the 4.2-acre northwest quadrant of the Stonebridge Parcel. The Phase II ESA was conducted in accordance with ASTM Standard Practice E1903-19.
The Phase II ESA was authorized on June 5, 2025, and fieldwork, including soil sampling and groundwater monitoring well installation and sampling, was conducted between June 16 and June 27, 2025. The Phase II ESA work plan included the following activities:
• Collection of 32 soil samples from 16 borings at varying depths (0-6 inches, 6-24 inches, and 24-48 inches) across the 4.2-acre investigation area, analyzed for organochlorine pesticides, total lead, and total arsenic.
• Installation of three temporary groundwater monitoring wells (MW-1, MW-2, and MW-3) and collection of groundwater samples, analyzed for organochlorine pesticides, dissolved lead, and dissolved arsenic.
• Laboratory analysis performed by Dominion Analytical Laboratories, LLC, a Virginia-certified environmental testing laboratory.
The target completion date for the Phase II ESA final report was July 1, 2025. The draft report was delivered on July 11, 2025 (Pendleton Report No. PEA-2025-2103-DRAFT), and the final report was delivered on August 2, 2025 (Pendleton Report No. PEA-2025-2103-FINAL). The final report has been received and reviewed.
Summary of Phase II Findings:
The Phase II ESA soil sampling results identified the following:
• Organochlorine Pesticides: DDT and its metabolites (DDE and DDD) were detected in shallow soils (0-6 inches) at concentrations ranging from 0.42 mg/kg to 3.18 mg/kg across the 4.2-acre investigation area. Dieldrin was detected at concentrations ranging from 0.008 mg/kg to 0.037 mg/kg. Chlordane was detected at concentrations ranging from 0.15 mg/kg to 0.89 mg/kg. All detected concentrations of organochlorine pesticides in soil were below the Virginia Department of Environmental Quality (DEQ) Voluntary Remediation Program (VRP) Tier II screening levels for industrial/commercial land use and below the EPA Regional Screening Levels (RSLs) for industrial/commercial soil.
• Total Lead: Total lead was detected in shallow soils (0-6 inches) at concentrations ranging from 48 mg/kg to 187 mg/kg. All detected concentrations were below the Virginia DEQ VRP Tier II screening level for industrial/commercial land use of 800 mg/kg and below the EPA RSL for industrial/commercial soil of 800 mg/kg.
• Total Arsenic: Total arsenic was detected in shallow soils (0-6 inches) at concentrations ranging from 5.2 mg/kg to 18.7 mg/kg. The maximum detected concentration of 18.7 mg/kg was slightly above the regional background concentration for Loudoun County soils (estimated at approximately 10-15 mg/kg based on USGS data) but was below the Virginia DEQ VRP Tier II screening level for industrial/commercial land use of 30 mg/kg and below the EPA RSL for industrial/commercial soil of 30 mg/kg.
• Deeper Soils (6-48 inches): Concentrations of all analytes in deeper soil samples (6-24 inches and 24-48 inches) were significantly lower than shallow soil concentrations, indicating that pesticide impacts are limited to the near-surface soils and have not migrated significantly downward through the soil column.
• Groundwater: All groundwater samples from the three monitoring wells were non-detect for organochlorine pesticides at the laboratory reporting limits. Dissolved lead and dissolved arsenic were detected at concentrations well below applicable Virginia DEQ groundwater standards and EPA Maximum Contaminant Levels (MCLs).
Phase II ESA Conclusion:
Based on the Phase II ESA results, all detected contaminant concentrations in both soil and groundwater are below applicable Virginia DEQ VRP Tier II screening levels and EPA RSLs for industrial/commercial land use. Pendleton has concluded that no further investigation or remediation is required for the 4.2-acre northwest quadrant and that the Stonebridge Parcel is suitable for the intended data center use without restriction. The Phase II ESA report notes that the planned construction activities (including grading, excavation, and foundation installation) will involve disturbance of the shallow soils in this area, and Pendleton recommends that standard construction health and safety protocols be followed for worker protection during earthwork in this area, including dust suppression measures. These protocols have been communicated to Titan-McAllister Construction Group, LLC for incorporation into the project-specific health and safety plan.
Lender Considerations:
The construction lender (Summit National Bank, N.A.) will require a "clean" or satisfactory environmental report as a condition precedent to the Loan Closing on October 15, 2025. Based on the Phase II ESA results showing all contaminant levels below applicable action levels, we expect that the environmental reports will satisfy the Lender's requirements. The Environmental Indemnity Agreement (to be executed at the Loan Closing by Stonebridge Campus Holdings LLC and IHDC, jointly and severally) will address the Lender's ongoing environmental risk concerns by providing the Lender with contractual recourse against the Borrower Entity and its parent for any environmental liabilities arising from the property. We have circulated a draft Environmental Indemnity Agreement to Redmond & Calloway LLP and are awaiting comments.
We have confirmed with Sovereign Title Insurance Company that the Phase II ESA results do not give rise to any environmental-related title exclusions beyond the standard environmental exclusion in the ALTA policy form.
PSA Environmental Provisions:
Under the Stonebridge PSA, Blackthorn Realty Group, Inc. made certain environmental representations and warranties, including a representation that, to Blackthorn's knowledge, no hazardous substances are present on the property in violation of applicable environmental laws. The PSA also includes an environmental indemnity from Blackthorn for pre-closing environmental conditions. Because the Phase II ESA indicates that contaminant levels are below regulatory action levels and no remediation is required, we do not anticipate the need to invoke the PSA environmental indemnity provisions at this time. However, the representations and warranties survive closing for a period of 18 months, which provides adequate protection in the event that additional environmental conditions are subsequently discovered.
C. Phase I ESA — Meridian Parcel
A Phase I Environmental Site Assessment (the "Meridian Phase I ESA") was performed by Pendleton Environmental Associates, Inc. for the Meridian Parcel, with Dr. Renata Volkov again serving as lead environmental scientist. The Phase I ESA was conducted in accordance with ASTM Standard Practice E1527-21 and the EPA's All Appropriate Inquiries Rule. The assessment was authorized on April 22, 2025, fieldwork was conducted on May 12 and May 13, 2025, and the final Phase I ESA report was delivered on May 30, 2025 (Pendleton Report No. PEA-2025-1852).
Summary of Phase I Findings:
The Meridian Parcel has been used for agricultural purposes (primarily hay production and grazing pasture) since at least the 1940s based on historical records. No orchard use was identified on the Meridian Parcel. The Phase I ESA did not identify any underground storage tanks, above-ground storage tanks, or significant chemical storage on the parcel. No evidence of prior industrial use, landfilling, or waste disposal was identified. A review of government records databases (including federal and state databases maintained by Penrose Solutions) did not identify any listed sites on or within the standard search radii of the Meridian Parcel that would constitute a REC.
The Phase I ESA concluded that no recognized environmental conditions (RECs), controlled recognized environmental conditions (CRECs), or historical recognized environmental conditions (HRECs) were identified for the Meridian Parcel. No Phase II investigation was recommended.
The Meridian Parcel is in clean environmental status and is suitable for the planned use, which will include utility routing, the VPC substation easement, and additional building pads for future phases of the Campus development.
D. Environmental Matters — Closing Readiness
Overall Assessment: Based on the Phase I and Phase II ESA reports for both Parcels, the environmental due diligence program is in satisfactory condition for the Land Closings. The Stonebridge Parcel Phase II ESA confirmed that the sole identified REC (potential residual pesticide contamination in the northwest quadrant) has been investigated and determined to be below regulatory action levels, with no further investigation or remediation required. The Meridian Parcel Phase I ESA identified no RECs.
Lender's Independent Environmental Review: We have confirmed that Summit National Bank's environmental consultant, Verdant Risk Advisors, Inc. ("VRA"), has been provided copies of all four ESA reports (Stonebridge Phase I, Stonebridge Phase II, Meridian Phase I, and the Stonebridge Phase II supplemental data package). VRA conducted an independent desktop review and has provided preliminary feedback to Summit indicating that the reports are consistent with VRA's expectations and satisfy the Lender's environmental due diligence requirements. VRA's formal reliance letter is expected prior to the Loan Closing.
Ongoing Monitoring Obligations: No ongoing environmental monitoring or reporting obligations are required based on the Phase II ESA results. Pendleton recommended that the three temporary groundwater monitoring wells be properly decommissioned in accordance with Virginia DEQ regulations prior to commencement of construction activities. This decommissioning will be coordinated by Pendleton and is estimated to cost approximately $4,500.
VII. ZONING AND ENTITLEMENT STATUS — ZMOD APPLICATION
A. Current Zoning
Both the Stonebridge Parcel and the Meridian Parcel are currently zoned PD-IP (Planned Development – Industrial Park) under the Loudoun County Revised 1993 Zoning Ordinance (as amended). The PD-IP zoning district permits a range of industrial, manufacturing, warehouse, and office uses by right, and other uses by special exception or zoning modification. Data center use, while broadly categorized under "technology and communications" in the Loudoun County zoning framework, requires a Zoning Modification Application ("ZMOD") to specifically authorize the use and to establish conditions related to the unique operational characteristics of data center facilities, including noise generation, utility infrastructure, emergency generator operations, and visual screening requirements.
It is important to note that the existing PD-IP zoning renders the Parcels developable for a range of industrial park uses — the Parcels are not undevelopable without the ZMOD. However, the specific intended use of the Campus as a data center facility cannot proceed without ZMOD approval.
B. ZMOD Application Status
The ZMOD application for the Stonebridge Data Center Campus (expected Loudoun County Docket No. ZMOD-2025-0038) was filed with the Loudoun County Department of Planning and Zoning ("DPZ") on or about May 30, 2025. The application is being managed by Ashcroft & Wynn, P.C. (Thomas Ashcroft, lead partner), the Project's land use counsel in Loudoun County, in coordination with Cornerstone Land Use Consulting, LLC (Alan Mercer, principal consultant), the Project's zoning consultant.
The current status of the ZMOD application is as follows:
• Completeness Review: DPZ completed its initial completeness review and accepted the application as complete on June 18, 2025. A completeness acceptance letter was received from DPZ staff planner Rachel Whitfield on June 20, 2025.
• Staff Referral and Agency Comments: The application was referred to various County agencies and external referral agencies (including VDOT, Loudoun Water, the Fire marshal's Office, the County Environmental Health Division, and the Loudoun County School Board) for review and comment. Referral comments were received from all agencies by August 15, 2025. The comments were generally supportive of the application, with the following notable items requiring response:
• VDOT requested a traffic impact analysis for the Stonebridge Boulevard / Belmont Ridge Road intersection, which has been prepared by Crossroads Traffic Engineering, Inc. and submitted to VDOT on August 22, 2025. VDOT review is pending.
• The Fire marshal's Office requested additional detail regarding emergency generator fuel storage and containment. This information has been provided.
• Loudoun Water confirmed capacity for water and sewer service and issued a will-serve letter dated August 1, 2025.
• Planning Commission Hearing: The Loudoun County Planning Commission public hearing is scheduled for October 7, 2025. Ashcroft & Wynn is preparing the applicant's presentation and has been coordinating with DPZ staff on the staff report.
• Board of Supervisors Hearing: The Board of Supervisors public hearing is anticipated for the regularly scheduled meeting on October 21, 2025, assuming a favorable recommendation from the Planning Commission. If the Board of Supervisors approves the ZMOD at the October 21 meeting, the approval would be effective upon adoption of the resolution.
• DPZ Staff Recommendation: Based on discussions with DPZ staff, Ashcroft & Wynn reports that staff is expected to recommend approval of the ZMOD application, subject to acceptance of the proffer statement (discussed in Section VII.E below) and certain conditions.
ZMOD approval is therefore targeted for October 2025, which is after the anticipated September 15, 2025 Land Closings but before the October 15, 2025 Loan Closing. The precise sequencing depends on the Planning Commission and Board of Supervisors hearing outcomes.
C. Impact on Land Closings
We have analyzed whether the Land Closings on September 15, 2025 can proceed without ZMOD approval in hand. Based on our review of the operative PSA provisions, we confirm the following:
• Stonebridge PSA (Section 7.2(c)): The Stonebridge PSA does not include ZMOD approval as a condition precedent to the Buyer's obligation to close. The Buyer's closing conditions are limited to (i) accuracy of Seller's representations and warranties, (ii) Seller's performance of closing deliverables, and (iii) the absence of any material adverse change to the condition of the property. The zoning risk associated with the ZMOD application is expressly assumed by the Buyer under Section 7.2(d) of the PSA, which states that "Buyer acknowledges that Buyer has investigated the zoning status of the Property and is acquiring the Property in its 'as-zoned' condition."
• Meridian PSA (Section 6.3): Similarly, the Meridian PSA does not include ZMOD approval as a condition precedent to closing. The Buyer is acquiring the Meridian Parcel in its as-zoned condition and is assuming the zoning risk associated with the ZMOD application.
Accordingly, the Land Closings can proceed on September 15, 2025 without ZMOD approval. The Buyer (IHDC, through its assignee Stonebridge Campus Holdings LLC) is assuming zoning risk as part of the acquisition. As noted above, the existing PD-IP zoning permits industrial park use, and the Parcels are not rendered undevelopable without the ZMOD; however, the specific data center use cannot commence without ZMOD approval.
D. Impact on Construction Loan Closing
Summit National Bank's construction loan term sheet (Ref. CL-2025-VA-04418) includes ZMOD approval (or satisfactory progress toward approval, as determined by the Administrative Agent in its reasonable discretion) as a condition precedent to the Loan Closing on October 15, 2025. Specifically, Section 4(j) of the term sheet provides:
> "The Borrower shall have obtained all zoning approvals, special use permits, proffers, and other land use entitlements necessary for the construction and operation of the Project as contemplated by the Plans and Specifications, or the Administrative Agent shall be satisfied, in its reasonable discretion, that such approvals are in the process of being obtained and that there is no material risk of denial or material adverse modification."
Based on the current ZMOD application timeline:
• If the Board of Supervisors approves the ZMOD at its October 21, 2025 meeting, the approval would occur six days after the targeted October 15 Loan Closing date. In this scenario, the Loan Closing may need to be deferred by approximately one week (to on or about October 24, 2025) to allow for the ZMOD approval to be finalized. We have discussed this possibility with Victor Redmond at Redmond & Calloway LLP, and the Lenders' counsel has indicated that a brief deferral of the Loan Closing to accommodate the ZMOD approval timeline would be acceptable, provided the approval is obtained at the October 21 Board of Supervisors meeting.
• Alternatively, if the Administrative Agent is satisfied (in its reasonable discretion) that the ZMOD application is in the process of being obtained and that there is no material risk of denial, the Loan Closing could proceed on October 15 with a post-closing

CALDERWOOD & HARKNESS LLP REAL ESTATE GROUP

INTERNAL MEMORANDUM

MATTER NO.: 1043-00002

I. PURPOSE AND EXECUTIVE SUMMARY

II. TRANSACTION OVERVIEW

V. ALTA/NSPS SURVEY STATUS

VI. ENVIRONMENTAL DUE DILIGENCE STATUS

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