[sheet: Cover & Instructions]
Field | Detail
Matter Name | Stonebridge Data Center Campus — Post-Closing Obligations Tracker
Matter No. | 1043-00002
Client | Ironhaven Data Centers LLC
Borrower Entity | Stonebridge Campus Holdings LLC
Equity Sponsor | Ridgeline Capital Partners Fund IV, LP
Lead Counsel | Douglas Fairchild, Calderwood & Harkness LLP
Lead Associate | Cynthia Ho, Calderwood & Harkness LLP
Working Associate | Grace Nakamura, Calderwood & Harkness LLP
Tax Specialist | Sylvia Hartwell, Calderwood & Harkness LLP
Billing Partner | Angela Fontaine, Calderwood & Harkness LLP
Client Contacts | Marcus Thorne (CEO), Priya Dasgupta (CFO), Leonard Castellano (EVP Development)
Sponsor Contact | Julian Hargrove, Managing Partner, Ridgeline Capital Management LLC
Administrative Agent | Summit National Bank, N.A. — Karen Ellsworth, Managing Director
Lender's Counsel | Redmond & Calloway LLP — Victor Redmond
Title / Escrow Agent | Fidelitas Title & Escrow, Inc.
Title Underwriter | Sovereign Title Insurance Company
Owner's Representative | Kestrel Infrastructure Advisors, LLC — Diane Prescott
Accountants / Tax | Fielding & Associates, CPAs — Robert Fielding, CPA
Insurance Broker | Northgate Insurance Brokerage, LLC — William Keane
Land Closing Date (Both Parcels) | September 15, 2025
Construction Loan Closing Date | October 15, 2025
EPC Contract Execution Date | October 20, 2025
NTP Target Date | November 1, 2025
Governing Law | Commonwealth of Virginia
Date Prepared | September 2025
Instructions | This tracker identifies all post-closing obligations arising from the land acquisition closings (Stonebridge and Meridian Parcels) and the construction loan closing. Each obligation is assigned a responsible party, deadline, and status. Tickler dates should be calendared by the responsible attorney. Update status weekly.
[sheet: Land Closing — Recording & Titl]
Item No. | Obligation Description | Parcel | Responsible Party | Counterparty / Recipient | Deadline / Tickler Date | Status | Date Completed | Notes / Reference
1 | Confirm recording of Special Warranty Deed — Stonebridge Parcel with Loudoun County Circuit Court Clerk | Stonebridge (62.0 acres, Tax Map /95-4A-1///) | Fidelitas Title & Escrow, Inc. | Loudoun County Clerk | September 22, 2025 | Pending | Grantor: Blackthorn Realty Group, Inc.; Grantee: Stonebridge Campus Holdings LLC; Consideration: $58,500,000
2 | Confirm recording of Special Warranty Deed — Meridian Parcel with Loudoun County Circuit Court Clerk | Meridian (19.4 acres, Tax Map /95-4A-2///) | Fidelitas Title & Escrow, Inc. | Loudoun County Clerk | September 22, 2025 | Pending | Grantor: Meridian Acres LLC; Grantee: Stonebridge Campus Holdings LLC; Consideration: $19,400,000
3 | Obtain and review recorded deed copies with Clerk's recording stamps — Stonebridge | Stonebridge | Grace Nakamura (C&H) | Fidelitas Title & Escrow, Inc. | September 30, 2025 | Pending | Distribute copies to IHDC, Summit National Bank, and closing binder
4 | Obtain and review recorded deed copies with Clerk's recording stamps — Meridian | Meridian | Grace Nakamura (C&H) | Fidelitas Title & Escrow, Inc. | September 30, 2025 | Pending | Distribute copies to IHDC, Summit National Bank, and closing binder
5 | Issuance of Owner's Title Insurance Policy — Stonebridge Parcel ($58,500,000) | Stonebridge | Fidelitas Title & Escrow, Inc. / Sovereign Title Insurance Company | Stonebridge Campus Holdings LLC | October 15, 2025 | Pending | Policy amount: $58,500,000; confirm all Schedule B-II exceptions cured per title objection letter to Whitfield, Poole & Stratton LLP
6 | Issuance of Owner's Title Insurance Policy — Meridian Parcel ($19,400,000) | Meridian | Fidelitas Title & Escrow, Inc. / Sovereign Title Insurance Company | Stonebridge Campus Holdings LLC | October 15, 2025 | Pending | Policy amount: $19,400,000; confirm all Schedule B-II exceptions cured per title objection letter to Dunleavy & Dunmore Benefits Consulting, PLLC
7 | Issuance of Lender's Title Insurance Policy ($390,000,000) | Both Parcels | Fidelitas Title & Escrow, Inc. / Sovereign Title Insurance Company | Summit National Bank, N.A. (Administrative Agent) | October 20, 2025 | Pending | Condition precedent to construction loan; policy amount: $390,000,000
8 | Confirm Virginia Grantor's Tax and State Recordation Tax payments — Stonebridge | Stonebridge | Fidelitas Title & Escrow, Inc. | Commonwealth of Virginia / Loudoun County | September 22, 2025 | Pending | Per settlement statement
9 | Confirm Virginia Grantor's Tax and State Recordation Tax payments — Meridian | Meridian | Fidelitas Title & Escrow, Inc. | Commonwealth of Virginia / Loudoun County | September 22, 2025 | Pending | Per settlement statement
10 | Confirm escrow disbursement and release of earnest money deposits — Stonebridge ($2,925,000) | Stonebridge | Fidelitas Title & Escrow, Inc. | Blackthorn Realty Group, Inc. | September 17, 2025 | Pending | Two tranches: $1,462,500 (at execution) + $1,462,500 (post-DD); credited against purchase price of $58,500,000
11 | Confirm escrow disbursement and release of earnest money deposit — Meridian ($970,000) | Meridian | Fidelitas Title & Escrow, Inc. | Meridian Acres LLC | September 17, 2025 | Pending | Full deposit at execution; credited against purchase price of $19,400,000
12 | File Assignment and Assumption of Stonebridge PSA (IHDC to Stonebridge Campus Holdings LLC) with closing binder | Stonebridge | Cynthia Ho (C&H) | Internal | September 20, 2025 | Pending | Confirm IHDC retained guaranty obligations
13 | Confirm real property tax proration adjustments — both parcels | Both | Fidelitas Title & Escrow, Inc. | Stonebridge Campus Holdings LLC / Sellers | September 30, 2025 | Pending | Per settlement statements; Loudoun County fiscal year basis
14 | Obtain and distribute final settlement statements (HUD-1/ALTA) — both parcels | Both | Fidelitas Title & Escrow, Inc. | Stonebridge Campus Holdings LLC / IHDC / Sellers | September 22, 2025 | Pending | Final executed copies for closing binder and lender files
15 | Confirm recording of Declaration of Covenants, Conditions and Restrictions (if applicable) — both parcels | Both | Cynthia Ho (C&H) / Fidelitas Title & Escrow, Inc. | Loudoun County Clerk | October 15, 2025 | Pending | As required for unified campus operations across both parcels
[sheet: Deed of Trust & Loan Recording]
Item No. | Obligation Description | Responsible Party | Counterparty / Recipient | Deadline / Tickler Date | Status | Date Completed | Notes / Reference
1 | Record Deed of Trust, Assignment of Leases and Rents, and Security Agreement — both Stonebridge and Meridian Parcels in Loudoun County | Fidelitas Title & Escrow, Inc. | Loudoun County Clerk / Summit National Bank, N.A. | October 20, 2025 | Pending | First-priority lien; Grantor: Stonebridge Campus Holdings LLC; Beneficiary: Summit National Bank, N.A. as Administrative Agent; secures $390,000,000 facility
2 | Confirm UCC-1 Financing Statement filing — Virginia SCC (membership interest pledge) | Cynthia Ho (C&H) | Virginia State Corporation Commission | October 20, 2025 | Pending | IHDC pledge of 100% membership interests in Stonebridge Campus Holdings LLC to Summit National Bank, N.A.
3 | Confirm UCC-1 Financing Statement filing — Virginia SCC (personal property / equipment collateral) | Cynthia Ho (C&H) | Virginia State Corporation Commission | October 20, 2025 | Pending | Secures assignment of contracts, permits, and approvals
4 | Deliver recorded Deed of Trust copies to Administrative Agent and co-lenders | Grace Nakamura (C&H) | Summit National Bank, N.A.; Cascade Commercial Lending Corp.; Harborview Trust Company | October 31, 2025 | Pending | Summit: $180M commitment; Cascade: $130M commitment; Harborview: $80M commitment
5 | File Collateral Assignment of EPC Agreement, LLSA, and permits with lender | Cynthia Ho (C&H) | Summit National Bank, N.A. (Administrative Agent) | October 20, 2025 | Pending | Collateral assignment of EPC Agreement (Titan-McAllister), LLSA (Vantage Power Cooperative), architect agreements, and governmental approvals
6 | Confirm recordation tax payment on Deed of Trust | Fidelitas Title & Escrow, Inc. | Loudoun County / Commonwealth of Virginia | October 22, 2025 | Pending | Virginia deed of trust recordation tax
7 | Confirm UCC-1 Financing Statement filing — Delaware SOS (membership interest pledge at IHDC level) | Cynthia Ho (C&H) | Delaware Secretary of State | October 20, 2025 | Pending | Backstop filing for IHDC as Delaware LLC; pledge of membership interests in Stonebridge Campus Holdings LLC
8 | Deliver copies of all recorded security instruments and UCC filings to Redmond & Calloway LLP (Lender's Counsel) | Grace Nakamura (C&H) | Redmond & Calloway LLP (Victor Redmond) | November 5, 2025 | Pending | Complete package for lender's counsel review and closing binder
[sheet: Construction Loan — Initial Dra]
Item No. | Condition Precedent Description | Required By | Responsible Party | Deadline / Tickler Date | Status | Date Completed | Notes / Reference
1 | Minimum equity contribution of $52,500,000 (25% of $210,000,000 total equity) deposited before first draw | Construction Loan Agreement, Section 4.01(a) | Ironhaven Data Centers LLC / Ridgeline Capital Partners Fund IV, LP | Prior to first draw (target: November 2025) | Pending | 25% × $210,000,000 = $52,500,000; per Equity Contribution Agreement
2 | Delivery of executed EPC Agreement (GMP: $412,000,000) with Titan-McAllister Construction Group, LLC | Construction Loan Agreement, Section 4.01(b) | Stonebridge Campus Holdings LLC | October 20, 2025 (execution target) | Pending | GMP: $412,000,000; must include performance and payment bonds ($412M each from Great Basin Surety & Insurance Corp.)
3 | Delivery of executed Notice to Proceed (NTP) to Titan-McAllister Construction Group, LLC | Construction Loan Agreement, Section 4.01(c) | Stonebridge Campus Holdings LLC | November 1, 2025 | Pending | Commences 24-month construction period
4 | Delivery of final ALTA/NSPS surveys for both parcels (Stonebridge 62.0 acres; Meridian 19.4 acres) | Construction Loan Agreement, Section 4.01(d) | Lumen Ridge Engineering, PLLC (Carlos Esteban, PE) | Prior to first draw | Pending | Surveys completed by June 15, 2025; final certified copies to lender
5 | Delivery of final Phase I ESA reports — both parcels (and Phase II for Stonebridge NW quadrant) | Construction Loan Agreement, Section 4.01(e) | Pendleton Environmental Associates, Inc. (Dr. Renata Volkov) | Prior to first draw | Pending | Phase I target: June 1, 2025; Phase II (Stonebridge, ~4.2 acres NW quadrant, former agricultural use / potential residual pesticide contamination) target: July 1, 2025
6 | Delivery of MAI appraisals for both parcels | Construction Loan Agreement, Section 4.01(f) | Greystone Appraisal Partners, LLC (Janet Choi, MAI) | Prior to first draw | Pending | Stonebridge: $58,500,000; Meridian: $19,400,000
7 | Delivery of geotechnical report | Construction Loan Agreement, Section 4.01(g) | Brannigan Geotechnical Engineering, LLC (Neil Brannigan, PE) | Prior to first draw | Pending | Foundation design recommendations for Buildings A–D and central utility plant
8 | Evidence of ZMOD approval (ZMOD-2025-0038) by Loudoun County Board of Supervisors | Construction Loan Agreement, Section 4.01(h) | Stonebridge Campus Holdings LLC / Ashcroft & Wynn, P.C. (Thomas Ashcroft) | October 2025 (Board hearing) | Pending | Rezoning from PD-IP to permit data center use on 81.4-acre campus
9 | Delivery of builder's risk insurance policy ($412,000,000; Great Basin Surety & Insurance Corp.; $250,000 deductible per occurrence) | Construction Loan Agreement / EPC Exhibit D | Northgate Insurance Brokerage, LLC (William Keane) | Prior to first draw | Pending | Named additional insured: Summit National Bank, N.A. as Administrative Agent and lenders
10 | Delivery of performance bond and payment bond (each 100% of GMP = $412,000,000; Great Basin Surety & Insurance Corp.) | Construction Loan Agreement, Section 4.01(j) | Titan-McAllister Construction Group, LLC | Prior to first draw | Pending | Confirm compliance with EPC Agreement requirements
11 | Delivery of certificates of insurance — TMCG CGL ($150M per occurrence, Pinnacle Indemnity Insurance Co.) | Construction Loan Agreement / EPC Exhibit D | Titan-McAllister Construction Group, LLC | Prior to first draw | Pending | Per COI review letter to TMCG (Raymond Okafor / Michelle Tran)
12 | Confirmation of Loan-to-Cost Ratio ≤ 65% based on final approved budget | Construction Loan Agreement, Section 4.01(l) | Cynthia Ho (C&H) / Priya Dasgupta (IHDC CFO) | Prior to first draw | Pending | $390,000,000 ÷ $600,000,000 = 65.0%
13 | Delivery of Borrower's Closing Certificate — Stonebridge Campus Holdings LLC | Construction Loan Agreement, Section 4.01(m) | Stonebridge Campus Holdings LLC | October 15, 2025 | Pending | Certifies organizational status, incumbency, satisfaction of conditions, representations and warranties accurate, no defaults
14 | Delivery of Legal Opinion Letter — Calderwood & Harkness LLP to Summit National Bank, N.A. | Construction Loan Agreement, Section 4.01(n) | Douglas Fairchild (C&H) | October 15, 2025 | Pending | Opines on due organization, authority, enforceability under Virginia law
15 | Delivery of executed Completion Guaranty — Ironhaven Data Centers LLC | Construction Loan Agreement, Section 4.01(o) | Ironhaven Data Centers LLC (Marcus Thorne / Priya Dasgupta) | October 15, 2025 | Pending | Guarantees completion per approved plans and budget
16 | Delivery of executed Carry Guaranty / Payment Guaranty — Ironhaven Data Centers LLC | Construction Loan Agreement, Section 4.01(p) | Ironhaven Data Centers LLC | October 15, 2025 | Pending | Guarantees interest, fees, and carrying costs during draw and construction period
17 | Confirmation of initial draw request package (draw request form, AIA certification, lien waivers, inspection report) | Construction Loan Agreement, Section 4.02 | Kestrel Infrastructure Advisors, LLC (Diane Prescott) / IHDC | First draw date | Pending | To be coordinated with owner's representative and EPC contractor
18 | Delivery of executed Environmental Indemnity Agreement — Stonebridge Campus Holdings LLC and Ironhaven Data Centers LLC | Construction Loan Agreement, Section 4.01(q) | Stonebridge Campus Holdings LLC / Ironhaven Data Centers LLC | October 15, 2025 | Pending | Indemnifies lender syndicate for environmental liabilities; covers Stonebridge NW quadrant Phase II findings
[sheet: Equity Contribution Deadlines]
Item No. | Obligation Description | Amount ($) | Responsible Party | Deadline / Tickler Date | Status | Date Completed | Notes / Reference
1 | Initial equity contribution — minimum 25% of total equity before first construction loan draw | $52,500,000 | Ridgeline Capital Partners Fund IV, LP → RCP Digital Holdings LLC → Ironhaven Data Centers LLC → Stonebridge Campus Holdings LLC | Prior to first draw (target: November 2025) | Pending | Per Equity Contribution Agreement and Construction Loan Agreement; Ridgeline Fund IV Investment ID: RCP-IV-2025-DC-07
2 | Land acquisition equity funding — Stonebridge Parcel net of earnest money credit | $55,575,000 | Ironhaven Data Centers LLC / Ridgeline Fund IV | September 15, 2025 (closing) | Pending | Balance after $2,925,000 earnest money credit ($58,500,000 - $2,925,000 = $55,575,000)
3 | Land acquisition equity funding — Meridian Parcel net of earnest money credit | $18,430,000 | Ironhaven Data Centers LLC / Ridgeline Fund IV | September 15, 2025 (closing) | Pending | Balance after $970,000 earnest money credit ($19,400,000 - $970,000 = $18,430,000)
4 | Ongoing equity contributions — pro rata with construction loan draws per draw sequencing requirements | Balance of $210,000,000 (less amounts previously funded) | Ridgeline Fund IV / IHDC | Per construction draw schedule (36-month draw period) | Pending | Equity funded first or pari passu with debt draws as required by loan agreement; coordinate with Priya Dasgupta and Karen Ellsworth (Summit)
5 | Confirmation of equity contribution evidence delivered to Administrative Agent with each draw request | Per draw | Priya Dasgupta (IHDC CFO) | With each draw request | Pending | Summit National Bank, N.A. requires evidence of equity funding with each construction draw
6 | Final equity true-up — confirm total equity contributions equal $210,000,000 upon final draw | $210,000,000 (cumulative) | Priya Dasgupta (IHDC CFO) / Cynthia Ho (C&H) | Final draw date (est. Q4 2027) | Pending | Total project: $210,000,000 equity (35%) + $390,000,000 debt (65%) = $600,000,000
[sheet: ZMOD & Entitlement Conditions]
Item No. | Obligation Description | Governing Document / Authority | Responsible Party | Deadline / Tickler Date | Status | Date Completed | Notes / Reference
1 | Obtain certified copy of ZMOD approval resolution from Loudoun County Board of Supervisors | ZMOD-2025-0038 | Ashcroft & Wynn, P.C. (Thomas Ashcroft) / Cornerstone Land Use Consulting, LLC (Alan Mercer) | Within 10 days of October 2025 Board hearing | Pending | Rezoning from PD-IP to data center use; 81.4 acres total campus
2 | Record proffer statement with Loudoun County Circuit Court Clerk | ZMOD Approval Conditions | Ashcroft & Wynn, P.C. / Fidelitas Title & Escrow, Inc. | Within 30 days of ZMOD approval | Pending | Estimated proffer amount: $2,400,000 ($5.00/sq ft × 480,000 sq ft GFA)
3 | Proffer payment — Phase 1 (due upon issuance of first building permit) | Proffer Statement | Stonebridge Campus Holdings LLC / Priya Dasgupta | Upon first building permit issuance (est. November 2025) | Pending | Payment amount and phasing per final proffer statement; total estimate: $2,400,000
4 | Submit site plan application to Loudoun County Department of Planning and Zoning | Loudoun County Zoning Ordinance | Lumen Ridge Engineering, PLLC (Carlos Esteban, PE) / Kestrel Infrastructure Advisors, LLC (Diane Prescott) | Post-ZMOD approval (est. November 2025) | Pending | Four buildings (A–D, each ~120,000 sq ft), central utility plant, structured parking
5 | Comply with transportation proffer conditions (road improvements, traffic mitigation) | Proffer Statement | Stonebridge Campus Holdings LLC / Titan-McAllister Construction Group, LLC | Per proffer schedule | Pending | Specific improvements TBD per final proffer negotiations
6 | Comply with noise mitigation and visual screening commitments | Proffer Statement | Stonebridge Campus Holdings LLC / Titan-McAllister Construction Group, LLC | Ongoing during construction and operations | Pending | Per proffer statement terms
7 | Deliver copy of ZMOD approval to Summit National Bank, N.A. as condition to construction loan draws | Construction Loan Agreement | Cynthia Ho (C&H) | Prior to first draw | Pending | Condition precedent; deliver to Karen Ellsworth / Victor Redmond (Redmond & Calloway LLP)
8 | Stormwater management facility easement — record with Loudoun County | Loudoun County site plan approval conditions | Lumen Ridge Engineering, PLLC / Fidelitas Title & Escrow, Inc. | Post-site plan approval | Pending | Per Stormwater Management Facility Easement and Maintenance Agreement
9 | Obtain grading permit from Loudoun County Department of Building and Development | Loudoun County Code | Lumen Ridge Engineering, PLLC / Stonebridge Campus Holdings LLC | Post-site plan approval (est. December 2025) | Pending | Required prior to site civil work commencement by Titan-McAllister
10 | Comply with tree conservation and landscaping proffer conditions | Proffer Statement / Loudoun County Zoning Ordinance | Stonebridge Campus Holdings LLC / Titan-McAllister Construction Group, LLC | Per site plan and proffer requirements | Pending | Tree conservation plan to be submitted with site plan application