CLOSING BINDER INDEX AND TABLE OF CONTENTS

CLOSING BINDER INDEX AND TABLE OF CONTENTS
Stonebridge Data Center Campus — Loudoun County, Virginia
$600,000,000 Ground-Up Data Center Campus Development
DRAFT SHELL — For internal use; to be finalized upon completion of all closings
Note Regarding Scope of Closing Binder: This Closing Binder encompasses three interrelated closings in connection with the Stonebridge Data Center Campus development project:
(i) the acquisition of the Stonebridge Parcel (62.0 acres) from Blackthorn Realty Group, Inc. (targeted closing date: September 15, 2025);
(ii) the acquisition of the Meridian Parcel (19.4 acres) from Meridian Acres LLC (targeted closing date: September 15, 2025); and
(iii) the closing of the $390,000,000 Senior Secured Construction Loan Facility with Summit National Bank, N.A. as Administrative Agent, Cascade Commercial Lending Corp., and Harborview Trust Company as Co-Lenders (targeted closing date: October 15, 2025).
Documents are organized by subject matter rather than chronologically by closing date. Cross-references between tabs are provided where a single document is relevant to multiple closings. Unless otherwise indicated, all documents in this Closing Binder relate to the overall Stonebridge Data Center Campus development and are governed by the laws of the Commonwealth of Virginia.
KEY TRANSACTION PARTICIPANTS REFERENCE TABLE
The following table provides a reference guide to the principal parties, entities, and advisors involved in the transaction. This table is provided for convenience of reference only and does not purport to describe the complete role or legal status of any party.
Developer / Buyer Entities
Sellers.  
Contractor.  
Lenders.  
Title and Escrow
Utility Provider.  
Counsel.  
Consultants and Advisors
Insurance Carriers.  
BINDER ORGANIZATION
This Closing Binder is organized into eleven (11) tabbed sections, as set forth in the Table of Contents beginning on the following page. Each tabbed section contains documents listed sequentially by item number. For each document entry, the following information is provided (or to be provided upon finalization):
Multiple physical volumes may be required for the final assembled Closing Binder due to the size and complexity of the transaction. Electronic copies of all documents are maintained on the firm's document management system under Matter No. 1043-00002. All team members should reference the electronic repository for the most current versions of draft documents pending finalization.
Three (3) complete sets of the Closing Binder are anticipated to be delivered upon completion: one to the client (Ironhaven Data Centers LLC), one to lender's counsel (Redmond & Calloway LLP, attention: Victor Redmond), and one retained by Calderwood & Harkness LLP in the firm's files.
TAB 1 — ENTITY AND ORGANIZATIONAL DOCUMENTS
This tab contains the organizational and formation documents for each entity involved in the transaction, together with certificates of good standing, incumbency certificates, authorizing resolutions, and related documentation. These documents establish the legal existence, authority, and capacity of each entity to enter into the transaction documents.
1.1 Ironhaven Data Centers LLC
1.2 Stonebridge Campus Holdings LLC (Single-Purpose Borrower)
1.3 Ridgeline Capital Partners Fund IV, LP / RCP Digital Holdings LLC
1.4 Seller Entities — Organizational Documents
TAB 2 — LAND ACQUISITION: STONEBRIDGE PARCEL
2.1 Purchase and Sale Agreement
2.2 Escrow and Earnest Money
2.3 Deed and Conveyance Documents
2.4 Settlement and Closing
2.5 Title Objection Correspondence
TAB 3 — LAND ACQUISITION: MERIDIAN PARCEL
3.1 Purchase and Sale Agreement
3.2 Escrow and Earnest Money
3.3 Deed and Conveyance Documents
3.4 Settlement and Closing
3.5 Title Objection Correspondence
TAB 4 — FINANCING DOCUMENTS
4.1 Loan Agreement and Note
4.2 Security Documents
4.3 Guaranties
4.4 Environmental Indemnity
4.5 Borrower's Closing Deliverables
4.6 Lender's Closing Deliverables
4.7 Equity / Sponsor Documents
4.8 Construction Loan Administrative Items
TAB 5 — EPC AND CONSTRUCTION DOCUMENTS
5.1 EPC Agreement
5.2 Exhibits to EPC Agreement
5.3 Liquidated Damages and Retainage Provisions
The EPC Agreement includes the following liquidated damages and retainage provisions, which are summarized here for reference and will be reflected in the body of the EPC Agreement and the applicable exhibits:
Liquidated Damages for Delay: $125,000 per calendar day per building for each day of delay beyond the applicable Substantial Completion date, capped at 10% of the per-building GMP allocation ($103,000,000 × 10% = $10,300,000 per building). Aggregate liquidated damages cap for all four buildings: $41,200,000.
Retainage: 10% of each progress payment withheld until 50% completion of the work (as certified by the Owner's Representative); 5% of each progress payment withheld from 50% completion through Substantial Completion. Release of retainage upon Substantial Completion, subject to completion of punch list items and expiration of applicable mechanic's lien filing periods.
Note: Liquidated damages and retainage provisions are summarized above for reference. Detailed provisions are set forth in the EPC Agreement (Item 5.1.1) and the applicable exhibits.
5.4 Bonds
5.5 Notice to Proceed
5.6 Contractor Organizational and Insurance
TAB 6 — POWER AND UTILITY AGREEMENTS
6.1 Large Load Service Agreement
6.2 Substation Easement
6.3 Line Extension Funding
6.4 Backup Power
TAB 7 — EASEMENTS AND RECIPROCAL AGREEMENTS
This tab contains easement agreements, reciprocal access arrangements, and related instruments necessary to support the unified operation of the Stonebridge Data Center Campus across the two separately acquired parcels (the Stonebridge Parcel and the Meridian Parcel).
7.1 Cross-Access and Utility Easement
7.2 Stormwater Management
7.3 Substation Easement (Cross-Reference)
TAB 8 — TITLE AND SURVEY
This tab contains all title commitments, title insurance policies, ALTA/NSPS surveys, title review memoranda, endorsements, and appraisals relating to the Stonebridge Parcel and the Meridian Parcel.
8.1 Title — Stonebridge Parcel
8.2 Title — Meridian Parcel
8.3 Lender's Title Insurance
8.4 ALTA Surveys
8.5 Appraisals
TAB 9 — INSURANCE
This tab contains all insurance policies, certificates of insurance, program documentation, and compliance materials relating to the Stonebridge Data Center Campus development, including builder's risk coverage, contractor insurance, owner's D&O coverage, and operational property insurance planning.
9.1 Builder's Risk
9.2 OCIP (Owner-Controlled Insurance Program)
9.3 Contractor Insurance
9.4 D&O Insurance
9.5 Post-COO Property Insurance
9.6 Insurance Broker
9.7 Compliance Matrix
TAB 10 — ENTITLEMENTS, ENVIRONMENTAL, GEOTECHNICAL, AND TAX
This tab contains all documentation relating to entitlements and zoning approvals, environmental due diligence, geotechnical investigations, and tax analysis for the Stonebridge Data Center Campus development.
10.1 Entitlements and Zoning
10.2 Environmental
10.3 Geotechnical
10.4 Tax
TAB 11 — MISCELLANEOUS AND ADMINISTRATIVE
This tab contains engagement documentation, consultant agreements, internal coordination memoranda, post-closing obligations tracking materials, and the master closing checklist for the Stonebridge Data Center Campus development.
11.1 Engagement and Retention
| 11.1.1 | Engagement Letter — Calderwood & Harkness LLP to Ironhaven Data Centers LLC. Engagement letter defining the scope of Calderwood & Harkness LLP's representation of Ironhaven Data Centers LLC in connection with the $600,000,000 Stonebridge Data Center Campus development, including: (a) negotiation and documentation of the acquisition of the Stonebridge Parcel and the Meridian Parcel; (b) formation of Stonebridge Campus Holdings LLC; (c) negotiation and documentation of the $390,000,000 Senior Secured Construction Loan Facility; (d) review and negotiation of the EPC Agreement; (e) review and negotiation of the Large Load Service Agreement and related utility agreements; (f) title and survey review; (g) environmental due diligence coordination; (h) zoning and entitlements support (in coordination with local zoning counsel); (i) tax analysis and structuring advice; and (j) general transactional counsel throughout the development process. Responsible Partner: Douglas Fairchild. Billing Partner: Angela Fontaine. Matter No.: 1043-00002. Billing rates, staffing, and engagement terms as set forth therein. | March 12, 2025 | C&H LLP / IHDC | Executed | |
11.2 Consultant Agreements
11.3 Coordination Memoranda (Internal Reference Copies)
The following internal memoranda have been prepared by the Calderwood & Harkness LLP transaction team to analyze and coordinate key legal, structural, and transactional issues across the multiple workstreams of the Stonebridge Data Center Campus development. These memoranda are attorney work product and are maintained in this tab for internal reference only. Unless otherwise noted, these memoranda are not to be included in the final Closing Binder distributed to external parties.
11.4 Bring-Down and Post-Closing
11.5 Correspondence Log
APPENDIX A — KEY DATES AND MILESTONES REFERENCE
The following table sets forth the key dates and milestones for the Stonebridge Data Center Campus development. All dates are targets and are subject to change based on transaction progress, regulatory approvals, and other factors. This table is provided for convenience of reference only.
APPENDIX B — CAPITAL STACK SUMMARY
The following table summarizes the capital structure for the Stonebridge Data Center Campus development.
Equity Details:
•  Equity Sponsor: Ridgeline Capital Partners Fund IV, LP (through RCP Digital Holdings LLC)
•  Total Equity Commitment: $210,000,000
•  Minimum Equity Contribution Required Before First Loan Draw: $52,500,000 (25% of total equity)
•  Ridgeline Fund IV Investment ID: RCP-IV-2025-DC-07
Debt Details:
•  Facility Type: Senior Secured Construction Loan
•  Total Commitment: $390,000,000
•  Loan-to-Cost Ratio: 65.0%
•  Interest Rate: Term SOFR + 285 bps (SOFR floor 0.50%)
•  Maturity: 48 months from closing (one 12-month extension option)
•  Arrangement Fee: 1.00% ($3,900,000)
•  Loan Commitment Reference: CL-2025-VA-04418
Syndicate Allocation:
APPENDIX C — PROJECT BUDGET SUMMARY
The following table summarizes the approved project budget for the Stonebridge Data Center Campus development. The budget is subject to approval by the Administrative Agent under the Construction Loan Agreement and may be updated from time to time with lender consent.
Key Metrics:
•  Total Campus Area: 81.4 acres (62.0 acres Stonebridge + 19.4 acres Meridian)
•  Total Gross Floor Area: 480,000 sq ft (four buildings × 120,000 sq ft each)
•  Total Critical IT Load Capacity: 96 MW (24 MW per building)
•  Cost square Foot (Total Budget): $1,250.00/sq ft
•  Cost square Foot (EPC GMP): $858.33/sq ft
•  Cost per MW (Total Budget): $6,250,000/MW
•  Cost per MW (EPC GMP): $4,291,667/MW
•  Cost per Acre (Land): $957,002/acre (blended)
End of Closing Binder Index and Table of Contents
Calderwood & Harkness LLP — Matter No. 1043-00002
Prepared by: Cynthia Ho, Lead Associate, and Grace Nakamura, Working Associate
Supervised by: Douglas Fairchild, Responsible Partner
DRAFT — For internal use only; to be finalized upon completion of all closings
CONFIDENTIAL — This Closing Binder Index and Table of Contents has been prepared by Calderwood & Harkness LLP for the exclusive use of Ironhaven Data Centers LLC and its authorized representatives in connection with the Stonebridge Data Center Campus development (Matter No. 1043-00002). This document is protected by the attorney-client privilege and the attorney work product doctrine. Any unauthorized review, use, disclosure, or distribution is prohibited. If you have received this document in error, please contact Calderwood & Harkness LLP immediately.
Client: | Ironhaven Data Centers LLC
Law Firm: | Calderwood & Harkness LLP
Matter No.: | 1043-00002
Prepared by: | Cynthia Ho, Lead Associate
Grace Nakamura, Working Associate
Supervised by: | Douglas Fairchild, Responsible Partner
Date: | Draft — September/October 2025
Role | Entity / Individual | Details
Buyer / Developer | Ironhaven Data Centers LLC ("IHDC") | Delaware limited liability company; Headquarters: 44680 Prentice Drive, Suite 200, Ashburn, VA 20147; CEO: Marcus Thorne; CFO: Priya Dasgupta; EVP Development: Leonard Castellano
Single-Purpose Borrower Entity | Stonebridge Campus Holdings LLC | Virginia limited liability company (to be formed prior to closing); wholly owned by IHDC; to serve as borrower under the Construction Loan and grantee under the deeds for both parcels
Equity Sponsor | Ridgeline Capital Partners Fund IV, LP | Delaware limited partnership; approximately $3.8 billion committed capital; Managing Partner: Julian Hargrove; intermediate holding company: RCP Digital Holdings LLC (Delaware LLC), holding 92% membership interest in IHDC; remaining 8% held by Ironhaven Management Incentive Pool LLC (profits interest vehicle)
Role | Entity / Individual | Details
Seller (Primary / Stonebridge Parcel) | Blackthorn Realty Group, Inc. | Virginia corporation; President: Donald R. Whitaker; General Counsel: Patricia Whitaker-Connolly
Seller (Adjacent / Meridian Parcel) | Meridian Acres LLC | Virginia limited liability company; Managing Member: Theodore Ashford
Role | Entity / Individual | Details
EPC Contractor | Titan-McAllister Construction Group, LLC ("TMCG") | Maryland limited liability company; President: Raymond Okafor; SVP Data Center Programs: Michelle Tran
Role | Entity / Individual | Details
Administrative Agent / Lead Lender | Summit National Bank, N.A. | Managing Director, Real Estate Finance: Karen Ellsworth
Co-Lender | Cascade Commercial Lending Corp. | Delaware corporation; Relationship Manager: David Rennick
Co-Lender | Harborview Trust Company | Connecticut trust company; Lending Officer: Susan Applegategate
Role | Entity / Individual | Details
Title Company / Escrow Agent | Fidelitas Title & Escrow, Inc. | Virginia corporation
Title Underwriter | Sovereign Title Insurance Company
Role | Entity / Individual | Details
Utility Provider | Vantage Power Cooperative | Virginia electric cooperative; 601 Sycolin Road SE, Leesburg, VA 20175
Role | Entity / Individual | Details
Client's Counsel | Calderwood & Harkness LLP | Responsible Partner: Douglas Fairchild; Billing Partner: Angela Fontaine
Local Zoning Counsel | Ashcroft & Wynn, P.C. | Lead Partner: Thomas Ashcroft
Seller's Counsel (Blackthorn) | Whitfield, Poole & Stratton LLP | Lead Partner: Harrison Poole
Seller's Counsel (Meridian) | Dunleavy & Dunmore Benefits Consulting, PLLC | Lead Attorney: Fiona Dunleavy
Lender's Counsel | Redmond & Calloway LLP | Lead Partner: Victor Redmond
Role | Entity / Individual | Details
Owner's Representative | Kestrel Infrastructure Advisors, LLC | Engagement Lead: Diane Prescott
Environmental Consultant | Pendleton Environmental Associates, Inc. | Lead: Dr. Renata Volkov
Geotechnical Consultant | Brannigan Geotechnical Engineering, LLC | Project Engineer: Neil Brannigan, PE
Civil / Site Engineer | Lumen Ridge Engineering, PLLC | Project Principal: Carlos Esteban, PE
Land Use Consultant | Cornerstone Land Use Consulting, LLC | Principal: Alan Mercer
Appraiser | Greystone Appraisal Partners, LLC | Lead Appraiser: Janet Choi, MAI
Insurance Broker | Northgate Insurance Brokerage, LLC | Account Executive: William Keane
Accountants / Tax | Fielding & Associates, CPAs | Engagement Partner: Robert Fielding, CPA
Role | Entity / Individual | Details
Surety / Builder's Risk Carrier | Great Basin Surety & Insurance Corp. | Performance bond, payment bond, and builder's risk coverage for TMCG and project
CGL Carrier (TMCG) | Pinnacle Indemnity Insurance Co. | Commercial general liability coverage for Titan-McAllister Construction Group, LLC
D&O Carrier (IHDC) | Clearwater Specialty Underwriters, Inc. | Directors and officers liability coverage for Ironhaven Data Centers LLC
Column | Description
Item No. | Sequential document identifier within each tab section (e.g., 1.1.1, 2.3.4)
Document Description | Descriptive title and summary of the document, including identification of parties
Date | Execution date, filing date, or effective date of the document (or "Pending" / "TBD" if not yet finalized)
Parties | Principal parties to the document
Status | Current status of the document: Executed, Draft, Pending, Placeholder, or N/A
Notes | Cross-references to related documents in other tabs, filing instructions, recording references, and other annotations
Item No. | Document Description | Date | Parties | Status | Notes
1.1.1 | Certificate of Formation — Ironhaven Data Centers LLC, filed with the Delaware Secretary of State. Delaware limited liability company. EIN: 84-3291057. Virginia State Corporation Commission ("SCC") Entity ID: S7491283. | [Date of original filing] | IHDC | Executed / Filed | Certified copy obtained from Delaware Secretary of State. Original formation predates this transaction.
1.1.2 | Operating Agreement — Ironhaven Data Centers LLC, as amended to date. Sets forth governance structure, membership interests (92% held by RCP Digital Holdings LLC; 8% held by Ironhaven Management Incentive Pool LLC), management authority, distribution waterfall, and transfer restrictions. | [Date of original execution, as amended] | IHDC Members | Executed | Relevant excerpts or redacted copy may be provided to lender's counsel per Construction Loan Agreement requirements. Confirm with D. Fairchild.
1.1.3 | Certificate of Registration / Foreign Qualification — Ironhaven Data Centers LLC, filed with the Virginia State Corporation Commission, authorizing IHDC to transact business in the Commonwealth of Virginia as a foreign limited liability company. Virginia SCC Entity ID: S7491283. | [Date of filing] | IHDC / Virginia SCC | Executed / Filed | Confirm current status prior to each closing date.
1.1.4 | Secretary's (Authorized Officer's) Certificate — Ironhaven Data Centers LLC, certifying: (a) incumbency of officers (Marcus Thorne, CEO; Priya Dasgupta, CFO; Leonard Castellano, EVP Development); (b) true and complete copies of organizational documents attached thereto; and (c) adoption of resolutions authorizing IHDC's entry into the Purchase and Sale Agreements (Stonebridge and Meridian), the EPC Agreement, the Large Load Service Agreement, the Construction Loan Agreement, the Equity Contribution Agreement, and all related transaction documents. | [To be dated as of each closing date] | IHDC | Pending | Separate certificates may be required for land closing (September 15, 2025) and loan closing (October 15, 2025). Confirm lender requirements with V. Redmond (R&C).
1.1.5 | Board / Member Consent Resolution — Ironhaven Data Centers LLC, authorizing the Stonebridge Campus Development and Financing, including: (a) execution and delivery of the Purchase and Sale Agreement for the Stonebridge Parcel and the Purchase and Sale Agreement for the Meridian Parcel; (b) formation of Stonebridge Campus Holdings LLC as a single-purpose Virginia limited liability company and wholly owned subsidiary of IHDC; (c) execution and delivery of the EPC Agreement with Titan-McAllister Construction Group, LLC; (d) execution and delivery of the Large Load Service Agreement with Vantage Power Cooperative; (e) execution and delivery of the Construction Loan Agreement, Deed of Trust, Pledge Agreement, Completion Guaranty, Carry Guaranty, Environmental Indemnity Agreement, and all related loan documents; (f) execution and delivery of the Equity Contribution Agreement with Ridgeline Capital Partners Fund IV, LP; and (g) approval of the total project budget of $600,000,000 and authorization of all expenditures in connection therewith. | [Date of adoption] | IHDC Members | Pending | Must be adopted prior to execution of PSAs. Verify whether Ridgeline Fund IV / RCP Digital Holdings LLC consent is required under IHDC Operating Agreement for transactions of this magnitude.
1.1.6 | Good Standing Certificate — Ironhaven Data Centers LLC, issued by the Delaware Secretary of State, confirming that IHDC is in good standing in its state of formation. | [To be dated within 30 days of each closing] | Delaware Secretary of State | Pending | Bring-down certificates required for both September and October closings.
1.1.7 | Good Standing Certificate — Ironhaven Data Centers LLC, issued by the Virginia State Corporation Commission, confirming that IHDC is authorized and in good standing to transact business in the Commonwealth of Virginia. | [To be dated within 30 days of each closing] | Virginia SCC | Pending | Bring-down certificates required for both September and October closings.
Item No. | Document Description | Date | Parties | Status | Notes
1.2.1 | Articles of Organization — Stonebridge Campus Holdings LLC, to be filed with the Virginia State Corporation Commission. Virginia limited liability company. Organizer and sole member: Ironhaven Data Centers LLC. Registered agent and registered office to be designated in the Commonwealth of Virginia. | [To be filed prior to land closings] | IHDC (as organizer) / Virginia SCC | Pending | Must be formed and in good standing prior to September 15, 2025 land closings, as entity will serve as grantee under both Special Warranty Deeds.
1.2.2 | Certificate of Formation Filing Cover Letter from Calderwood & Harkness LLP to the Virginia State Corporation Commission, transmitting Articles of Organization for Stonebridge Campus Holdings LLC together with applicable filing fee. | [Date of submission] | C&H LLP / Virginia SCC | Pending | Track SCC processing time; expedited filing may be requested if timeline is compressed.
1.2.3 | Filed/Stamped Certificate of Organization, as returned from the Virginia State Corporation Commission, evidencing acceptance and filing of the Articles of Organization for Stonebridge Campus Holdings LLC, together with the assigned SCC Entity ID number. | [Date of SCC acceptance] | Virginia SCC | Pending | Original filed copy to be retained in Closing Binder; certified copies to be obtained as needed for lender and title company.
1.2.4 | Operating Agreement — Stonebridge Campus Holdings LLC, by Ironhaven Data Centers LLC as sole member. Includes single-purpose entity ("SPE") provisions and separateness covenants required by the lenders under the Construction Loan Agreement, including without limitation: (a) restrictions on incurring additional indebtedness without lender consent; (b) prohibition on commingling of funds with affiliates; (c) maintenance of separate books and records; (d) limitations on transfers of membership interests; (e) independent director/manager provisions (if required by lender); (f) prohibition on dissolution, merger, or consolidation without lender consent; and (g) compliance with all SPE covenants set forth in Section [__] of the Construction Loan Agreement. | [To be executed prior to land closings] | IHDC (as sole member) | Pending | Coordinate SPE provisions with lender's counsel (R&C). Confirm whether independent director/manager is required. Draft to be circulated to V. Redmond for review and approval.
1.2.5 | EIN Assignment Letter (IRS) — Stonebridge Campus Holdings LLC. Employer Identification Number to be obtained from the Internal Revenue Service upon formation of the entity via IRS Form SS-4 application. EIN: [To be obtained upon formation]. | [Date of IRS assignment] | IRS / Stonebridge Campus Holdings LLC | Pending | Required for bank account opening, title insurance, recording of deed, and loan closing. Apply for EIN immediately upon SCC acceptance of Articles of Organization.
1.2.6 | Good Standing Certificate — Stonebridge Campus Holdings LLC, issued by the Virginia State Corporation Commission, confirming that the entity is in good standing in the Commonwealth of Virginia. | [To be dated within 30 days of each closing] | Virginia SCC | Pending | Required for both September 15, 2025 land closings and October 15, 2025 construction loan closing.
Item No. | Document Description | Date | Parties | Status | Notes
1.3.1 | Certificate of Limited Partnership — Ridgeline Capital Partners Fund IV, LP, filed with the Delaware Secretary of State. Delaware limited partnership with approximately $3.8 billion in committed capital. General partner: Ridgeline Capital Management LLC. | [Date of original filing] | Ridgeline Fund IV / Delaware Secretary of State | Executed / Filed | Certified copy to be obtained.
1.3.2 | Limited Partnership Agreement — Ridgeline Capital Partners Fund IV, LP. Relevant excerpts or authorized officer's certificate confirming authority of the General Partner to authorize the equity investment in the Stonebridge Data Center Campus project and to cause RCP Digital Holdings LLC and IHDC to enter into the transaction documents. | [Date of execution] | Ridgeline Fund IV partners | Executed | Full LPA is confidential and proprietary. Provide excerpts or certificate only as required by lender. Coordinate with Julian Hargrove. Ridgeline Fund IV Investment ID: RCP-IV-2025-DC-07.
1.3.3 | Certificate of Formation — RCP Digital Holdings LLC, filed with the Delaware Secretary of State. Delaware limited liability company serving as intermediate holding company; holds 92% membership interest in Ironhaven Data Centers LLC. | [Date of filing] | RCP Digital Holdings LLC / Delaware Secretary of State | Executed / Filed
1.3.4 | Certificate of Formation — Ridgeline Capital Management LLC (General Partner of Ridgeline Capital Partners Fund IV, LP), filed with the Delaware Secretary of State. Delaware limited liability company. | [Date of filing] | Ridgeline Capital Management LLC / Delaware Secretary of State | Executed / Filed
1.3.5 | Certificate regarding Ironhaven Management Incentive Pool LLC, a Delaware limited liability company holding an 8% profits interest in Ironhaven Data Centers LLC. Certificate to confirm formation, purpose, and nature of the interest held. | [Date of certificate] | IHDC / Incentive Pool LLC | Pending | Confirm whether lender requires organizational documents for the Incentive Pool entity.
1.3.6 | Ridgeline Fund IV Investment Identification Documentation. Fund IV Investment ID: RCP-IV-2025-DC-07. Internal investment committee approval documentation and allocation confirmation (to the extent required by lender or made available by sponsor). | [Date of investment committee approval] | Ridgeline Fund IV | Pending | Coordinate with Julian Hargrove regarding scope of disclosure to lender.
Item No. | Document Description | Date | Parties | Status | Notes
1.4.1 | Articles of Incorporation — Blackthorn Realty Group, Inc., filed with the Virginia State Corporation Commission. Virginia corporation. Virginia SCC Entity ID: 0412876-3. EIN: 54-1987234. President: Donald R. Whitaker. General Counsel: Patricia Whitaker-Connolly. | [Date of original filing] | Blackthorn Realty Group, Inc. / Virginia SCC | Executed / Filed | Copies requested from Whitfield, Poole & Stratton LLP (Harrison Poole).
1.4.2 | Good Standing Certificate — Blackthorn Realty Group, Inc., issued by the Virginia State Corporation Commission. | [To be dated within 30 days of September 15, 2025 closing] | Virginia SCC | Pending | Bring-down required for closing date.
1.4.3 | Corporate Resolution / Secretary's Certificate — Blackthorn Realty Group, Inc., certifying: (a) incumbency of officers; (b) adoption of board resolutions authorizing the sale of the Stonebridge Parcel (62.0 acres, Loudoun County Tax Map Ref. /95-4A-1///) to Stonebridge Campus Holdings LLC (as assignee of Ironhaven Data Centers LLC) for a purchase price of $58,500,000; and (c) authority of Donald R. Whitaker, President, to execute the Special Warranty Deed and all related closing documents. | [To be dated as of closing] | Blackthorn Realty Group, Inc. | Pending | To be delivered by Whitfield, Poole & Stratton LLP at closing.
1.4.4 | Articles of Organization — Meridian Acres LLC, filed with the Virginia State Corporation Commission. Virginia limited liability company. EIN: 84-6120983. Managing Member: Theodore Ashford. | [Date of original filing] | Meridian Acres LLC / Virginia SCC | Executed / Filed | Copies requested from Dunleavy & Dunmore Benefits Consulting, PLLC (Fiona Dunleavy).
1.4.5 | Good Standing Certificate — Meridian Acres LLC, issued by the Virginia State Corporation Commission. | [To be dated within 30 days of September 15, 2025 closing] | Virginia SCC | Pending | Bring-down required for closing date.
1.4.6 | Manager's Certificate — Meridian Acres LLC, certifying: (a) incumbency; (b) adoption of member/manager resolutions authorizing the sale of the Meridian Parcel (19.4 acres, Loudoun County Tax Map Ref. /95-4A-2///) to Stonebridge Campus Holdings LLC (as assignee of Ironhaven Data Centers LLC) for a purchase price of $19,400,000; and (c) authority of Theodore Ashford, Managing Member, to execute the Special Warranty Deed and all related closing documents. | [To be dated as of closing] | Meridian Acres LLC | Pending | To be delivered by Dunleavy & Dunmore Benefits Consulting, PLLC at closing.
Property: | 62.0 acres; Loudoun County, Virginia
Tax Map Reference: | /95-4A-1///
Location: | Northeast corner of Belmont Ridge Road and Stonebridge Boulevard, Ashburn, VA 20148
Seller: | Blackthorn Realty Group, Inc.
Purchase Price: | $58,500,000 ($943,548 per acre)
Closing Target: | September 15, 2025
Item No. | Document Description | Date | Parties | Status | Notes
2.1.1 | Purchase and Sale Agreement — Stonebridge Parcel (the "Stonebridge PSA"). Execution version. Agreement for the purchase and sale of approximately 62.0 acres of unimproved land in Loudoun County, Virginia (Tax Map Ref. /95-4A-1///), located at the northeast corner of Belmont Ridge Road and Stonebridge Boulevard, Ashburn, Virginia 20148. Purchase price: $58,500,000. Earnest money deposit: $2,925,000 (5% of purchase price), payable in two tranches. Due diligence period: ninety (90) days from execution (expiring July 14, 2025). Closing date: on or before September 15, 2025, subject to satisfaction of conditions precedent. Governed by the laws of the Commonwealth of Virginia. | April 15, 2025 | Blackthorn Realty Group, Inc. (Seller) / Ironhaven Data Centers LLC (Buyer) | Executed | Seller's counsel: Whitfield, Poole & Stratton LLP (Harrison Poole). Buyer's counsel: Calderwood & Harkness LLP (Douglas Fairchild / Cynthia Ho).
2.1.2 | First Amendment to Stonebridge PSA (Due Diligence Extension). Contingency document prepared in the event that Phase II Environmental Site Assessment results for the Stonebridge Parcel require additional investigation time or remediation review, necessitating an extension of the due diligence period beyond July 14, 2025. Amendment would extend due diligence period by an additional thirty (30) days upon deposit of additional earnest money. | [Draft prepared; execution contingent on Phase II results] | Blackthorn Realty Group, Inc. (Seller) / IHDC (Buyer) | Draft / Contingency | Monitor Phase II ESA progress (Pendleton Environmental Associates). If Phase II results are clean, this document will not be executed and should be removed from the Closing Binder prior to finalization. See Tab 10, Items 10.2.1–10.2.2.
2.1.3 | Assignment and Assumption of Stonebridge PSA. Assignment by Ironhaven Data Centers LLC of all of its right, title, and interest in and obligations under the Stonebridge PSA to Stonebridge Campus Holdings LLC (the single-purpose borrower entity), to be executed prior to the closing of the Stonebridge Parcel acquisition. IHDC retains all guaranty obligations and indemnification obligations under the Stonebridge PSA that survive closing. | [To be executed prior to September 15, 2025 closing] | IHDC (Assignor) / Stonebridge Campus Holdings LLC (Assignee) / Blackthorn Realty Group, Inc. (consenting party, if required) | Pending | Confirm whether Stonebridge PSA requires Seller consent to assignment. Review assignment provisions in Section [__] of the Stonebridge PSA. If consent is required, obtain written consent from Blackthorn (through WPS).
Item No. | Document Description | Date | Parties | Status | Notes
2.2.1 | Escrow Agreement — Earnest Money Deposit (Stonebridge). Escrow agreement governing the deposit, investment, and disbursement of the earnest money deposit in connection with the Stonebridge PSA. Total earnest money deposit: $2,925,000 (5% of purchase price). First tranche of $1,462,500 deposited with escrow agent upon execution of the Stonebridge PSA. Second tranche of $1,462,500 deposited with escrow agent upon expiration of the due diligence period (July 14, 2025). Earnest money to be held in an interest-bearing account at the direction of the parties. Upon closing, the earnest money deposit (together with accrued interest) shall be credited against the purchase price. | April 15, 2025 | IHDC / Blackthorn Realty Group, Inc. / Fidelitas Title & Escrow, Inc. (Escrow Agent) | Executed | Confirm receipt of both tranches with Fidelitas Title & Escrow. Verify interest accrual prior to settlement statement preparation.
Item No. | Document Description | Date | Parties | Status | Notes
2.3.1 | Special Warranty Deed — Stonebridge Parcel. Deed conveying fee simple title to approximately 62.0 acres of unimproved land in Loudoun County, Virginia (Tax Map Ref. /95-4A-1///), from Blackthorn Realty Group, Inc. (Grantor) to Stonebridge Campus Holdings LLC (Grantee), for a stated consideration of $58,500,000. The deed warrants title against all persons claiming by, through, or under the Grantor, but not otherwise. Prepared for recording in the land records of Loudoun County, Virginia. | [To be dated September 15, 2025] | Blackthorn Realty Group, Inc. (Grantor) / Stonebridge Campus Holdings LLC (Grantee) | Pending | Deed to be prepared by Seller's counsel (WPS) or by Fidelitas Title & Escrow. Review legal description against ALTA survey (Tab 8, Item 8.4.1) for consistency. Confirm recording requirements with Loudoun County Clerk's Office.
2.3.2 | FIRPTA Certificate / Non-Foreign Affidavit — Blackthorn Realty Group, Inc. Certificate under Section 1445 of the Internal Revenue Code, as amended, and Treasury Regulations Section 1.1445-2(b), certifying that Blackthorn Realty Group, Inc. is not a "foreign person" within the meaning of Section 1445 of the Code, and that accordingly no withholding is required in connection with the transfer of the Stonebridge Parcel. | [To be dated as of closing] | Blackthorn Realty Group, Inc. | Pending | Standard form. Confirm Blackthorn's U.S. taxpayer identification number (EIN: 54-1987234) and principal place of business.
2.3.3 | Owner's Affidavit — Blackthorn Realty Group, Inc. Affidavit of Seller regarding title matters, including confirmation that: (a) no improvements have been made to the Property within the applicable mechanic's lien filing period for which payment has not been made; (b) Seller is in undisturbed possession of the Property; (c) there are no unrecorded easements, boundary disputes, or adverse claims known to Seller; and (d) such other representations as may be required by Sovereign Title Insurance Company to issue the Owner's Title Insurance Policy without standard exceptions. | [To be dated as of closing] | Blackthorn Realty Group, Inc. | Pending | Form to be provided by Fidelitas Title & Escrow, Inc. Review title commitment Schedule B-I requirements for specific affidavit content.
2.3.4 | Mechanic's Lien Affidavit — Blackthorn Realty Group, Inc. Separate affidavit (or incorporated within Owner's Affidavit) specifically addressing the absence of any unpaid claims for labor, materials, or services furnished to the Property that could give rise to a mechanic's lien under Virginia Code § 43-1 et seq. | [To be dated as of closing] | Blackthorn Realty Group, Inc. | Pending | Confirm with title company whether a separate mechanic's lien affidavit is required or whether the Owner's Affidavit (Item 2.3.3) is sufficient.
2.3.5 | Virginia State and Loudoun County Transfer Tax Forms / Declarations. Transfer tax declarations and payment documentation for the conveyance of the Stonebridge Parcel. Virginia grantor's tax (Va. Code § 58.1-801): $0.50 per $500 of consideration (or fraction thereof) on $58,500,000 = $58,500. Virginia additional grantor's tax (if applicable in Loudoun County, Va. Code § 58.1-801.1): $0.15 per $100 of consideration = $87,750. Loudoun County regional congestion relief fee (Va. Code § 58.1-802.2): $0.15 per $100 of consideration = $87,750. Recordation tax and any other applicable fees as required by the Loudoun County Clerk's Office. | [To be dated as of closing] | Blackthorn Realty Group, Inc. / Stonebridge Campus Holdings LLC | Pending | Verify current transfer tax rates and applicable exemptions with Loudoun County Clerk's Office. Confirm which party bears responsibility for each component of transfer taxes per terms of the Stonebridge PSA.
Item No. | Document Description | Date | Parties | Status | Notes
2.4.1 | Settlement Statement / HUD-1 (or equivalent) — Stonebridge Parcel. Detailed settlement statement reflecting the purchase price of $58,500,000, credits for earnest money deposit ($2,925,000 plus accrued interest), prorations of real estate taxes, adjustments for prepaid items, recording fees, transfer taxes, title insurance premiums (owner's policy: $58,500,000), escrow fees, and all other charges and disbursements in connection with the closing of the Stonebridge Parcel acquisition. Escrow agent: Fidelitas Title & Escrow, Inc. | [To be dated September 15, 2025] | Blackthorn Realty Group, Inc. / Stonebridge Campus Holdings LLC / Fidelitas Title & Escrow, Inc. | Pending | Coordinate with Fidelitas Title on preparation timeline. Review and approve on behalf of Buyer prior to closing. Confirm proration date and methodology with Seller's counsel.
2.4.2 | Closing Checklist — Stonebridge Parcel. Comprehensive deliverables tracker identifying all documents, certificates, consents, and other items required to be delivered by Seller, Buyer, title company, and their respective counsel at or prior to closing. Includes columns for responsible party assignments, document status (draft / final / executed), delivery deadlines, and notes. | [Working document; current as of closing date] | C&H LLP (internal) | Draft | To be updated continuously through closing. Circulate final version to client team, Seller's counsel, and title company at least five (5) business days prior to scheduled closing.
2.4.3 | Closing Escrow Instructions — Stonebridge Parcel. Instructions from the parties to Fidelitas Title & Escrow, Inc., as escrow agent, governing the conditions for release of the purchase price to Seller, recording of the Special Warranty Deed, and issuance of the Owner's Title Insurance Policy. Includes requirements for bring-down title search, satisfaction of title objection cure conditions, and confirmation of wire transfer of closing funds. | [To be dated prior to closing] | IHDC (or Stonebridge Campus Holdings LLC) / Blackthorn Realty Group, Inc. / Fidelitas Title & Escrow, Inc. | Pending | Coordinate with Fidelitas regarding form of escrow instructions.
2.4.4 | Bring-Down Certificate — Seller's Representations and Warranties (Blackthorn). Certificate delivered by Blackthorn Realty Group, Inc. at closing, confirming that all representations and warranties made by Seller in the Stonebridge PSA remain true and correct in all material respects as of the closing date, that Seller has complied with all covenants and obligations under the Stonebridge PSA, and that no event has occurred that would constitute a default or breach thereunder. | [To be dated September 15, 2025] | Blackthorn Realty Group, Inc. | Pending | Negotiate form with Harrison Poole (WPS). Confirm scope of representations being brought down.
Item No. | Document Description | Date | Parties | Status | Notes
2.5.1 | Title Objection Letter — Stonebridge Parcel. Letter from Calderwood & Harkness LLP (Cynthia Ho) to Whitfield, Poole & Stratton LLP (Harrison Poole), on behalf of Ironhaven Data Centers LLC, identifying specific title objections based on review of the title commitment (Tab 8, Item 8.1.1) and ALTA survey (Tab 8, Item 8.4.1), and requesting that Blackthorn Realty Group, Inc. undertake curative action to remove or resolve such objections prior to the closing of the Stonebridge Parcel acquisition on or before September 15, 2025. | [Date of delivery, within due diligence period] | C&H LLP (on behalf of IHDC) / WPS (on behalf of Blackthorn) | Pending | Title objections to be identified following receipt and analysis of title commitment and ALTA survey. See Tab 8, Item 8.1.2 (Title Review Memorandum). Coordinate objections with Fidelitas and Sovereign Title regarding insurability.
2.5.2 | Seller's Response / Title Cure Documentation. Response from Whitfield, Poole & Stratton LLP (on behalf of Blackthorn Realty Group, Inc.) to title objection letter, together with any curative instruments (releases, satisfactions, corrective deeds, affidavits, or other documents) delivered by Seller to resolve identified title objections. | [Date of response] | WPS (on behalf of Blackthorn) | Pending | Track cure status against each objection. Confirm with title company that curative actions are sufficient to remove Schedule B-II exceptions from title commitment.
Property: | 19.4 acres; Loudoun County, Virginia
Tax Map Reference: | /95-4A-2///
Location: | Adjacent to the Stonebridge Parcel on the east, Ashburn, VA 20148
Seller: | Meridian Acres LLC
Purchase Price: | $19,400,000 ($1,000,000 per acre)
Closing Target: | September 15, 2025
Item No. | Document Description | Date | Parties | Status | Notes
3.1.1 | Purchase and Sale Agreement — Meridian Parcel (the "Meridian PSA"). Execution version. Agreement for the purchase and sale of approximately 19.4 acres of unimproved land in Loudoun County, Virginia (Tax Map Ref. /95-4A-2///), adjacent to the Stonebridge Parcel on the east. Purchase price: $19,400,000. Earnest money deposit: $970,000 (5% of purchase price), deposited with escrow agent upon execution of the Meridian PSA. Due diligence period: seventy-five (75) days from execution (expiring July 7, 2025). Closing date: on or before September 15, 2025, subject to satisfaction of conditions precedent. Governed by the laws of the Commonwealth of Virginia. | April 22, 2025 | Meridian Acres LLC (Seller; Managing Member: Theodore Ashford) / Ironhaven Data Centers LLC (Buyer) | Executed | Seller's counsel: Dunleavy & Dunmore Benefits Consulting, PLLC (Fiona Dunleavy). Buyer's counsel: Calderwood & Harkness LLP (Douglas Fairchild / Grace Nakamura).
3.1.2 | Assignment and Assumption of Meridian PSA. Assignment by Ironhaven Data Centers LLC of all of its right, title, and interest in and obligations under the Meridian PSA to Stonebridge Campus Holdings LLC (the single-purpose borrower entity), to be executed prior to the closing of the Meridian Parcel acquisition, if applicable and permitted under the terms of the Meridian PSA. IHDC retains all guaranty obligations and indemnification obligations under the Meridian PSA that survive closing. | [To be executed prior to September 15, 2025 closing, if applicable] | IHDC (Assignor) / Stonebridge Campus Holdings LLC (Assignee) / Meridian Acres LLC (consenting party, if required) | Pending | Confirm whether Meridian PSA requires Seller consent to assignment. Review assignment provisions. If consent is required, obtain written consent from Meridian Acres LLC (through Dunleavy & Dunmore Benefits Consulting).
Item No. | Document Description | Date | Parties | Status | Notes
3.2.1 | Escrow Agreement — Earnest Money Deposit (Meridian). Escrow agreement governing the deposit, investment, and disbursement of the earnest money deposit in connection with the Meridian PSA. Total earnest money deposit: $970,000 (5% of purchase price), deposited with escrow agent upon execution of the Meridian PSA. Earnest money to be held in an interest-bearing account. Upon closing, the earnest money deposit (together with accrued interest) shall be credited against the purchase price. | April 22, 2025 | IHDC / Meridian Acres LLC / Fidelitas Title & Escrow, Inc. (Escrow Agent) | Executed | Confirm receipt of deposit with Fidelitas Title & Escrow.
Item No. | Document Description | Date | Parties | Status | Notes
3.3.1 | Special Warranty Deed — Meridian Parcel. Deed conveying fee simple title to approximately 19.4 acres of unimproved land in Loudoun County, Virginia (Tax Map Ref. /95-4A-2///), from Meridian Acres LLC (Grantor) to Stonebridge Campus Holdings LLC (Grantee), for a stated consideration of $19,400,000. The deed warrants title against all persons claiming by, through, or under the Grantor, but not otherwise. Prepared for recording in the land records of Loudoun County, Virginia. | [To be dated September 15, 2025] | Meridian Acres LLC (Grantor) / Stonebridge Campus Holdings LLC (Grantee) | Pending | Deed to be prepared by Seller's counsel (Dunleavy & Dunmore Benefits Consulting) or by Fidelitas Title & Escrow. Review legal description against ALTA survey (Tab 8, Item 8.4.2) for consistency.
3.3.2 | FIRPTA Certificate / Non-Foreign Affidavit — Meridian Acres LLC. Certificate under Section 1445 of the Internal Revenue Code, certifying that Meridian Acres LLC is not a "foreign person" within the meaning of Section 1445 of the Code. | [To be dated as of closing] | Meridian Acres LLC | Pending | Confirm taxpayer identification number (EIN: 84-6120983).
3.3.3 | Owner's Affidavit — Meridian Acres LLC. Affidavit of Seller regarding title matters, possession, absence of mechanic's liens, unrecorded easements, boundary disputes, and adverse claims, as required by Sovereign Title Insurance Company to issue the Owner's Title Insurance Policy. | [To be dated as of closing] | Meridian Acres LLC | Pending | Form to be provided by Fidelitas Title & Escrow, Inc.
3.3.4 | Mechanic's Lien Affidavit — Meridian Acres LLC. Affidavit addressing the absence of any unpaid claims for labor, materials, or services furnished to the Meridian Parcel that could give rise to a mechanic's lien under Virginia Code § 43-1 et seq. | [To be dated as of closing] | Meridian Acres LLC | Pending | Confirm whether separate affidavit is required or whether Owner's Affidavit is sufficient.
3.3.5 | Virginia State and Loudoun County Transfer Tax Forms / Declarations. Transfer tax declarations and payment documentation for the conveyance of the Meridian Parcel, including Virginia grantor's tax, additional grantor's tax (if applicable), regional congestion relief fee, recordation tax, and any other applicable fees. Consideration: $19,400,000. | [To be dated as of closing] | Meridian Acres LLC / Stonebridge Campus Holdings LLC | Pending | Verify current rates and applicable exemptions. Confirm allocation of transfer tax responsibility under Meridian PSA.
Item No. | Document Description | Date | Parties | Status | Notes
3.4.1 | Settlement Statement / HUD-1 (or equivalent) — Meridian Parcel. Detailed settlement statement reflecting the purchase price of $19,400,000, credits for earnest money deposit ($970,000 plus accrued interest), prorations, adjustments, recording fees, transfer taxes, title insurance premiums (owner's policy: $19,400,000), escrow fees, and all other charges and disbursements. Escrow agent: Fidelitas Title & Escrow, Inc. | [To be dated September 15, 2025] | Meridian Acres LLC / Stonebridge Campus Holdings LLC / Fidelitas Title & Escrow, Inc. | Pending | Coordinate with Fidelitas Title on preparation.
3.4.2 | Closing Checklist — Meridian Parcel. Comprehensive deliverables tracker identifying all documents, certificates, consents, and other items required to be delivered at or prior to closing. | [Working document; current as of closing date] | C&H LLP (internal) | Draft
3.4.3 | Closing Escrow Instructions — Meridian Parcel. Instructions to Fidelitas Title & Escrow, Inc. governing conditions for release of the purchase price to Seller, recording of the Special Warranty Deed, and issuance of the Owner's Title Insurance Policy. | [To be dated prior to closing] | IHDC (or Stonebridge Campus Holdings LLC) / Meridian Acres LLC / Fidelitas Title & Escrow, Inc. | Pending
3.4.4 | Bring-Down Certificate — Seller's Representations and Warranties (Meridian). Certificate delivered by Meridian Acres LLC at closing, confirming that all representations and warranties made by Seller in the Meridian PSA remain true and correct in all material respects as of the closing date and that no default or breach has occurred. | [To be dated September 15, 2025] | Meridian Acres LLC | Pending | Negotiate form with Fiona Dunleavy (D&M).
Item No. | Document Description | Date | Parties | Status | Notes
3.5.1 | Title Objection Letter — Meridian Parcel. Letter from Calderwood & Harkness LLP (Grace Nakamura) to Dunleavy & Dunmore Benefits Consulting, PLLC (Fiona Dunleavy), on behalf of Ironhaven Data Centers LLC, identifying specific title objections based on review of the title commitment (Tab 8, Item 8.2.1) and ALTA survey (Tab 8, Item 8.4.2), and requesting that Meridian Acres LLC undertake curative action to remove or resolve such objections prior to the closing of the Meridian Parcel acquisition on or before September 15, 2025. | [Date of delivery, within due diligence period] | C&H LLP (on behalf of IHDC) / D&M (on behalf of Meridian Acres LLC) | Pending | Title objections to be identified following receipt and analysis of title commitment and ALTA survey. See Tab 8, Item 8.2.2 (Title Review Memorandum).
3.5.2 | Seller's Response / Title Cure Documentation. Response from Dunleavy & Dunmore Benefits Consulting, PLLC (on behalf of Meridian Acres LLC) to title objection letter, together with any curative instruments delivered by Seller to resolve identified title objections. | [Date of response] | D&M (on behalf of Meridian Acres LLC) | Pending | Track cure status. Confirm with title company that curative actions are sufficient.
Facility: | $390,000,000 Senior Secured Construction Loan
Administrative Agent: | Summit National Bank, N.A.
Syndicate: | Summit National Bank, N.A. ($180,000,000 / 46.15%); Cascade Commercial Lending Corp. ($130,000,000 / 33.33%); Harborview Trust Company ($80,000,000 / 20.51%)
Borrower: | Stonebridge Campus Holdings LLC
Guarantor: | Ironhaven Data Centers LLC
Loan Commitment Reference: | CL-2025-VA-04418
Closing Target: | October 15, 2025
Item No. | Document Description | Date | Parties | Status | Notes
4.1.1 | Construction Loan Agreement. Agreement among Stonebridge Campus Holdings LLC (Borrower), Summit National Bank, N.A. (Administrative Agent), Cascade Commercial Lending Corp. (Co-Lender), and Harborview Trust Company (Co-Lender), providing for a senior secured construction loan facility in the aggregate principal amount of $390,000,000. Key terms include: interest rate of Term SOFR + 285 basis points (with a SOFR floor of 0.50%); unused commitment fee of 0.50% per annum on undrawn commitments; arrangement fee of 1.00% ($3,900,000); thirty-six (36) month draw period; forty-eight (48) month maturity from closing; one (1) twelve (12) month extension option (subject to satisfaction of extension conditions); loan-to-cost ("LTC") covenant not to exceed 65%; debt service coverage ratio ("DSCR") at stabilization of not less than 1.25x; minimum equity contribution of $52,500,000 (representing 25% of the total $210,000,000 equity commitment) to be funded prior to the first construction loan draw; mandatory prepayment trigger upon a change of control, defined to include Ridgeline Capital Partners Fund IV, LP ceasing to hold, directly or indirectly, at least 51% of the equity interests in Borrower. | [To be dated October 15, 2025] | Stonebridge Campus Holdings LLC (Borrower) / Summit National Bank, N.A. (Administrative Agent) / Cascade Commercial Lending Corp. (Co-Lender) / Harborview Trust Company (Co-Lender) | Pending | Negotiate with lender's counsel, Redmond & Calloway LLP (Victor Redmond). Key negotiation issues: change of control definition and thresholds, cure periods, draw conditions, completion milestones, and extension conditions. Cross-reference change of control memo (Tab 11, Item 11.3.1).
4.1.2 | Promissory Note. Promissory note executed by Stonebridge Campus Holdings LLC, payable to the order of Summit National Bank, N.A. as Administrative Agent for the ratable benefit of the Lenders. Principal amount: $390,000,000. Interest: Term SOFR + 285 basis points (SOFR floor of 0.50%). Maturity: forty-eight (48) months from closing (with one twelve-month extension option). | [To be dated October 15, 2025] | Stonebridge Campus Holdings LLC (Maker) / Summit National Bank, N.A. (Payee / Administrative Agent) | Pending | Note to conform to terms of the Construction Loan Agreement.
Item No. | Document Description | Date | Parties | Status | Notes
4.2.1 | Deed of Trust, Assignment of Leases and Rents, and Security Agreement. Deed of trust executed by Stonebridge Campus Holdings LLC (Grantor) for the benefit of Summit National Bank, N.A. as Administrative Agent (Beneficiary), encumbering the Stonebridge Parcel (62.0 acres, Tax Map Ref. /95-4A-1///) and the Meridian Parcel (19.4 acres, Tax Map Ref. /95-4A-2///) in Loudoun County, Virginia. Grants a first-priority lien on and security interest in the real property, together with all improvements, fixtures, personal property, rents, issues, profits, and proceeds related thereto. Includes assignment of all leases and rents, and a security agreement covering all personal property located on or used in connection with the Property. Prepared for recording in the land records of Loudoun County, Virginia. | [To be dated October 15, 2025] | Stonebridge Campus Holdings LLC (Grantor) / Summit National Bank, N.A. (Beneficiary / Administrative Agent) | Pending | Confirm legal descriptions against ALTA surveys and deeds. Coordinate with Fidelitas Title regarding recording and lender's title insurance. Virginia is a deed of trust state (Virginia Code § 55.1-300 et seq.). Must be recorded after the Special Warranty Deeds for both parcels.
4.2.2 | Pledge Agreement. Agreement by Ironhaven Data Centers LLC pledging 100% of its membership interests in Stonebridge Campus Holdings LLC to Summit National Bank, N.A. as Administrative Agent, as additional collateral for the obligations under the Construction Loan Agreement. Includes representations regarding the membership interests, covenants against transfer or encumbrance of pledged interests without lender consent, and voting and distribution rights. | [To be dated October 15, 2025] | IHDC (Pledgor) / Summit National Bank, N.A. (Secured Party / Administrative Agent) | Pending | Coordinate with UCC filings (Item 4.2.4). Confirm that Stonebridge Campus Holdings LLC Operating Agreement (Tab 1, Item 1.2.4) permits the pledge.
4.2.3 | Assignment of Contracts, Permits, and Approvals (Collateral Assignment). Assignment by Stonebridge Campus Holdings LLC to Summit National Bank, N.A. as Administrative Agent of all of Borrower's right, title, and interest in and to: (a) the EPC Agreement with Titan-McAllister Construction Group, LLC (Tab 5, Item 5.1.1); (b) the Large Load Service Agreement with Vantage Power Cooperative (Tab 6, Item 6.1.1); (c) all architect, engineer, and consultant agreements; (d) all governmental permits, approvals, and entitlements (including the ZMOD approval); and (e) all warranties and guaranties related to the construction of the Stonebridge Data Center Campus. Assignment is for collateral purposes only and does not impose any obligation on the Administrative Agent or Lenders to perform under the assigned contracts. | [To be dated October 15, 2025] | Stonebridge Campus Holdings LLC (Assignor) / Summit National Bank, N.A. (Assignee / Administrative Agent) | Pending | Confirm whether EPC Agreement and LLSA require consent to collateral assignment. Obtain contractor and utility provider consent if required. Cross-reference consent requirements in EPC Agreement and LLSA.
4.2.4 | UCC-1 Financing Statement(s). Uniform Commercial Code financing statements to be filed with the Virginia State Corporation Commission and/or other applicable jurisdictions to perfect the security interests granted under the Construction Loan Agreement, Deed of Trust, Pledge Agreement, and Assignment of Contracts. Debtor: Stonebridge Campus Holdings LLC. Secured Party: Summit National Bank, N.A. as Administrative Agent. Additional filing: UCC-1 for pledge of membership interests (Debtor: IHDC; Secured Party: Summit National Bank, N.A. as Administrative Agent), filed with the Delaware Secretary of State (IHDC's jurisdiction of organization). | [To be filed on or about October 15, 2025] | Stonebridge Campus Holdings LLC (Debtor) / IHDC (Debtor) / Summit National Bank, N.A. (Secured Party) | Pending | Coordinate filings with lender's counsel. Confirm filing jurisdictions: Virginia SCC (for Stonebridge Campus Holdings LLC, a Virginia LLC) and Delaware Secretary of State (for IHDC, a Delaware LLC). Confirm collateral descriptions.
Item No. | Document Description | Date | Parties | Status | Notes
4.3.1 | Completion Guaranty. Guaranty executed by Ironhaven Data Centers LLC in favor of Summit National Bank, N.A. as Administrative Agent for the ratable benefit of the Lenders, guaranteeing the lien-free completion of the Stonebridge Data Center Campus in accordance with the approved plans and specifications and the approved construction budget, on or before the dates required under the Construction Loan Agreement. Completion guaranty obligations terminate upon issuance of certificates of occupancy for all four data center buildings (Buildings A through D), satisfaction of all retainage obligations, and expiration of all applicable mechanic's lien filing periods without the filing of any liens. | [To be dated October 15, 2025] | IHDC (Guarantor) / Summit National Bank, N.A. (Beneficiary / Administrative Agent) | Pending | Key negotiation points: scope of completion obligation (cost overruns, force majeure), conditions for release of completion guaranty, treatment of change orders. Negotiate with lender's counsel.
4.3.2 | Carry Guaranty / Payment Guaranty. Guaranty executed by Ironhaven Data Centers LLC in favor of Summit National Bank, N.A. as Administrative Agent for the ratable benefit of the Lenders, guaranteeing payment of interest, fees, and carrying costs accruing under the Construction Loan Agreement during the draw and construction period, to the extent that loan proceeds are insufficient to cover such amounts. | [To be dated October 15, 2025] | IHDC (Guarantor) / Summit National Bank, N.A. (Beneficiary / Administrative Agent) | Pending | Confirm scope and duration of carry guaranty with lender.
Item No. | Document Description | Date | Parties | Status | Notes
4.4.1 | Environmental Indemnity Agreement. Agreement by Stonebridge Campus Holdings LLC and Ironhaven Data Centers LLC (jointly and severally) in favor of Summit National Bank, N.A. as Administrative Agent and the Lenders, indemnifying the Lenders against all losses, liabilities, costs, and expenses arising from or related to the presence, release, or threatened release of hazardous materials on, under, or from the Stonebridge Parcel and the Meridian Parcel, including remediation costs, fines, penalties, and third-party claims. Environmental indemnity is unsecured and survives repayment of the loan and release of the Deed of Trust. | [To be dated October 15, 2025] | Stonebridge Campus Holdings LLC / IHDC (Indemnitors) / Summit National Bank, N.A. (Indemnitee / Administrative Agent) | Pending | Cross-reference