1043-00002 · Ironhaven Data Centers LLC · Construction/EPC

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DRAFT — FOR DISCUSSION PURPOSES ONLY PRIVILEGED & CONFIDENTIAL ATTORNEY WORK PRODUCT

NOTICE TO PROCEED

Stonebridge Data Center Campus — EPC Agreement

Prepared by: Calderwood & Harkness LLP 1900 K Street NW, Suite 800 Washington, DC 20006 Matter No. 1043-00002

NOTICE TO PROCEED

Date: [__], 2025

From:

Stonebridge Campus Holdings LLC, a Virginia limited liability company ("Owner") c/o Ironhaven Data Centers LLC 44680 Prentice Drive, Suite 200 Ashburn, Virginia 20147

Attention: Leonard Castellano, Executive Vice President, Development

Telephone: (571) 555-4200

Email: lcastellano@ironhavendc.com

To:

Titan-McAllister Construction Group, LLC, a Maryland limited liability company ("Contractor") 7900 Harkins Road, Suite 100 Lanham, Maryland 20706

Attention: Raymond Okafor, President

Michelle Tran, Senior Vice President, Data Center Programs Telephone: (301) 555-7800

Email: rokafor@titanmcallister.com; mtran@titanmcallister.com

Re: Notice to Proceed Under the Engineering, Procurement, and Construction Agreement dated as of October 20, 2025 (the "EPC Agreement"), by and between Stonebridge Campus Holdings LLC, a Virginia limited liability company ("Owner"), and Titan-McAllister Construction Group, LLC, a Maryland limited liability company ("Contractor"), for the design and construction of the Stonebridge Data Center Campus, Loudoun County, Virginia (the "Project")

Delivery Method: This Notice to Proceed is delivered in accordance with the notice provisions set forth in Article 28 of the EPC Agreement by (i) hand delivery, (ii) nationally recognized overnight courier (Severin Partners LLC Priority Overnight, tracking confirmation requested), and (iii) electronic mail to the email addresses set forth above and in the EPC Agreement.

Section 1. Reference to EPC Agreement

1.1 This Notice to Proceed (this "Notice") is issued pursuant to and in accordance with that certain Engineering, Procurement, and Construction Agreement, dated as of October 20, 2025 (as amended, restated, supplemented, or otherwise modified from time to time, the "EPC Agreement"), entered into by and between Stonebridge Campus Holdings LLC, a Virginia limited liability company, as Owner, and Titan-McAllister Construction Group, LLC, a Maryland limited liability company, as Contractor.

1.2 The EPC Agreement governs the design, engineering, procurement, construction, commissioning, and delivery of the Stonebridge Data Center Campus (the "Project"), located at the northeast corner of Belmont Ridge Road (Route 659) and Stonebridge Boulevard, in unincorporated Loudoun County, Virginia 20148. The Project Site is more particularly described in the EPC Agreement and is identified on the Loudoun County land records as Tax Map Reference Nos. /95-4A-1/// (the "Stonebridge Parcel") and /95-4A-2/// (the "Meridian Parcel"), comprising a total campus area of approximately 81.4 acres.

1.3 The scope of the Work under the EPC Agreement encompasses the complete design and construction of the following facilities, improvements, and infrastructure, as more fully described in Exhibit A (Scope of Work and Technical Specifications) to the EPC Agreement:

(a) Data Center Buildings. Four (4) data center buildings, designated as Building A, Building B, Building C, and Building D, each comprising approximately 120,000 square feet of shell building area and designed to support 24 megawatts ("MW") of critical IT load per building, for a total campus capacity of 96 MW of critical IT load and a total gross floor area of approximately 480,000 square feet. Each building shall be designed and constructed to Tier III+ concurrently maintainable standards, as set forth in the Technical Specifications.

(b) Central Utility Plant. A central utility plant ("CUP") to serve all four data center buildings, including chilled water production and distribution systems, emergency backup power generation (diesel generators in N+1 configuration), medium-voltage electrical distribution switchgear, and associated mechanical, electrical, and plumbing ("MEP") infrastructure.

(c) Site Civil Work. All site civil improvements, including mass grading, stormwater management facilities (in compliance with Loudoun County and Virginia DEQ requirements), roadways, utility infrastructure (water, sanitary sewer, fiber, and electrical ductbank), security fencing, perimeter landscaping, and site lighting.

(d) Structured Parking. A structured parking facility to accommodate not fewer than 400 vehicles, located as shown on the approved site plan.

1.4 The Guaranteed Maximum Price for the Work under the EPC Agreement is Four Hundred Twelve Million Dollars ($412,000,000) (the "GMP"), as more fully set forth in Exhibit B (GMP Schedule and Budget) to the EPC Agreement.

1.5 All capitalized terms used but not otherwise defined in this Notice shall have the meanings ascribed to such terms in the EPC Agreement. In the event of any conflict or inconsistency between this Notice and the EPC Agreement, the terms and conditions of the EPC Agreement shall control and govern.

Section 2. Issuance of Notice to Proceed

2.1 Pursuant to Article 5 of the EPC Agreement, Owner hereby issues this Notice to Proceed to Contractor, authorizing Contractor to commence and prosecute the Work in accordance with the EPC Agreement, including all exhibits, schedules, and attachments thereto.

2.2 The Notice to Proceed Date (the "NTP Date") is hereby established as November 1, 2025.

2.3 As of the NTP Date, Contractor is directed to commence the Work under the EPC Agreement and to prosecute the Work diligently, continuously, and in good workmanlike manner in strict accordance with the terms and conditions of the EPC Agreement, including without limitation:

(a) Exhibit A — Scope of Work and Technical Specifications, which sets forth the detailed technical requirements, performance criteria, design standards, and deliverables for the Project;

(b) Exhibit B — GMP Schedule and Budget, which sets forth the Guaranteed Maximum Price, the detailed cost breakdown by trade and building, the Owner's Contingency, the Contractor's Fee, and the General Conditions budget; and

(c) Exhibit C — Construction Schedule and Milestone Dates, which sets forth the critical path schedule, the phased delivery sequence, interim milestone dates, and the date for Substantial Completion of each building and of the Project as a whole.

2.4 Contractor shall mobilize its forces, establish the construction site office and laydown areas, and commence on-site construction activities within ten (10) business days of the NTP Date, or such earlier date as Contractor may elect with written notice to Owner's Representative. Contractor shall submit its initial 90-day look-ahead schedule to Owner's Representative within five (5) business days of the NTP Date, as required by Section 6.3(b) of the EPC Agreement.

Section 3. Construction Period and Key Milestone Dates

3.1 Construction Duration. The overall construction period for the Project is twenty-four (24) months from the NTP Date through Substantial Completion of the final building (Building D), as established in the EPC Agreement and Exhibit C thereto.

3.2 Key Milestone Dates. The following key milestone dates are established as of the NTP Date, subject in all respects to the permitted extensions of time set forth in Article 10 of the EPC Agreement:

3.3 The milestone dates set forth in Section 3.2 above are derived from and consistent with the Construction Schedule and Milestone Dates set forth in Exhibit C to the EPC Agreement. In the event of any discrepancy between the milestone dates listed in this Notice and those set forth in Exhibit C, the dates in Exhibit C shall control. A copy of Exhibit C is attached hereto for Contractor's reference and convenience.

3.4 Contractor shall achieve each milestone date set forth in the EPC Agreement and Exhibit C thereto, subject to permitted extensions of time resulting from Force Majeure Events, Owner-Caused Delays, or Excusable Delays, in each case as defined in and governed by Article 10 of the EPC Agreement. Contractor acknowledges that time is of the essence with respect to the achievement of Substantial Completion of each building by the applicable milestone date, as set forth in Article 10 of the EPC Agreement.

3.5 Contractor shall prepare and submit monthly schedule updates to Owner's Representative in accordance with Section 6.3 of the EPC Agreement, utilizing Westvale Services Inc. (or such other scheduling software as the parties may agree in writing), and shall identify any actual or anticipated deviations from the critical path and the recovery measures Contractor intends to implement in response thereto.

Section 4. Guaranteed Maximum Price Confirmation

4.1 Owner confirms that, as of the NTP Date, the Guaranteed Maximum Price for the Work is Four Hundred Twelve Million Dollars ($412,000,000), as established in Article 7 of the EPC Agreement and more fully detailed in Exhibit B thereto.

4.2 The GMP is allocated among the four data center buildings and associated campus infrastructure as follows:

4.3 The per-building GMP allocations set forth in Section 4.2 above include Contractor's Fee, General Conditions costs, and Contractor's Contingency, each as allocated among the buildings in accordance with the detailed cost breakdown set forth in Exhibit B to the EPC Agreement. The Owner's Contingency is held separately by Owner and is not included within the GMP.

4.4 Retainage. In accordance with Article 9 of the EPC Agreement, Owner shall retain the following percentages from each progress payment made to Contractor:

(a) Ten percent (10%) of each progress payment, commencing with the first Application for Payment and continuing until fifty percent (50%) completion of the Work has been achieved (as certified by Owner's Representative based on Contractor's monthly progress reports and the Construction Schedule); and

(b) Five percent (5%) of each progress payment, commencing upon achievement of fifty percent (50%) completion of the Work and continuing through Substantial Completion.

4.5 Retainage shall be held by Owner (or, at Owner's election, deposited into an interest-bearing escrow account at Summit National Bank, N.A.) and released in accordance with Article 9 of the EPC Agreement, subject to satisfaction of the conditions precedent to release of retainage set forth therein, including Contractor's delivery of final lien waivers, as-built drawings, operation and maintenance manuals, warranties, and all other close-out deliverables.

Section 5. Liquidated Damages Reminder

5.1 Contractor is reminded that the EPC Agreement contains liquidated damages provisions applicable to Contractor's failure to achieve Substantial Completion of any building by the applicable milestone date, as set forth in Article 11 of the EPC Agreement.

5.2 The liquidated damages rate for delay in achieving Substantial Completion is One Hundred Twenty-Five Thousand Dollars ($125,000) per calendar day per building for each day that Substantial Completion of the applicable building extends beyond the applicable milestone date (as such date may be extended in accordance with Article 10 of the EPC Agreement).

5.3 The aggregate liability of Contractor for delay liquidated damages with respect to any individual building shall not exceed ten percent (10%) of the GMP allocable to such building, which amount equals Ten Million Three Hundred Thousand Dollars ($10,300,000) per building (the "LD Cap"), as set forth in Section 11.3 of the EPC Agreement.

5.4 The parties acknowledge and agree that the liquidated damages set forth in this Section 5 represent a genuine pre-estimate of Owner's damages resulting from delay in achieving Substantial Completion and are not intended as a penalty. Nothing in this Notice shall be construed to modify, expand, or limit the liquidated damages provisions of the EPC Agreement.

Section 6. Insurance and Bond Confirmation

6.1 Prior to or concurrently with the commencement of the Work on the NTP Date, Contractor shall provide (or shall have provided) to Owner evidence satisfactory to Owner and to Summit National Bank, N.A., as Administrative Agent under the Construction Loan Agreement dated as of October 28, 2025 (the "Construction Loan Agreement"), of the following insurance coverage and surety bonds, each in form and substance complying with the requirements set forth in Exhibit D (Insurance and Bond Requirements) to the EPC Agreement:

(a) Commercial General Liability Insurance. Commercial general liability insurance with a combined single limit of not less than One Hundred Fifty Million Dollars ($150,000,000) per occurrence and in the aggregate, including products/completed operations coverage, contractual liability coverage, and broad form property damage coverage. The required coverage shall be placed with Pinnacle Indemnity Insurance Company (A.M. Best Rating: A+ XV), or such other carrier(s) rated A- VIII or better by A.M. Best as Owner may approve in writing.

(b) Builder's Risk Insurance. Builder's risk insurance (all-risk, completed value form) in an amount not less than Four Hundred Twelve Million Dollars ($412,000,000), equal to the full insurable value of the completed Project, including coverage for materials in transit and materials stored off-site. The builder's risk policy shall be placed with Great Basin Surety & Insurance Corporation (A.M. Best Rating: A XV), with a deductible not to exceed Two Hundred Fifty Thousand Dollars ($250,000) per occurrence. Owner, Contractor, all subcontractors, and Summit National Bank, N.A. as Administrative Agent shall be named insureds or additional insureds, as applicable.

(c) Performance Bond. An unconditional, irrevocable performance bond in an amount equal to one hundred percent (100%) of the GMP, being Four Hundred Twelve Million Dollars ($412,000,000), issued by Great Basin Surety & Insurance Corporation (Treasury Listed; A.M. Best Rating: A XV). The performance bond shall be in the form prescribed by AIA Document A312-2010 or such other form as Owner may approve, and shall name Owner and Summit National Bank, N.A. as Administrative Agent as dual obligees.

(d) Payment Bond. An unconditional, irrevocable payment bond in an amount equal to one hundred percent (100%) of the GMP, being Four Hundred Twelve Million Dollars ($412,000,000), issued by Great Basin Surety & Insurance Corporation (Treasury Listed; A.M. Best Rating: A XV). The payment bond shall be in the form prescribed by AIA Document A312-2010 or such other form as Owner may approve, and shall name Owner and Summit National Bank, N.A. as Administrative Agent as dual obligees.

6.2 All insurance policies and surety bonds required hereunder must comply in all respects with the detailed requirements set forth in Exhibit D to the EPC Agreement, including without limitation the requirements regarding policy endorsements, additional insured status, waiver of subrogation, notice of cancellation or material modification, and evidence of coverage.

6.3 Contractor shall deliver certificates of insurance (on ACORD 25 and ACORD 28 forms, as applicable) and bond confirmations (including certified copies of the performance bond and payment bond) to each of the following parties no later than the NTP Date:

(a) Owner: Stonebridge Campus Holdings LLC, c/o Ironhaven Data Centers LLC, 44680 Prentice Drive, Suite 200, Ashburn, Virginia 20147, Attention: Leonard Castellano, EVP, Development; and

(b) Administrative Agent: Summit National Bank, N.A., 1401 H Street NW, 12th Floor, Washington, DC 20005, Attention: Karen Ellsworth, Managing Director, Real Estate & Infrastructure Finance Group.

6.4 Contractor shall maintain all required insurance coverage and surety bonds in full force and effect throughout the duration of the Work and for the applicable tail periods specified in the EPC Agreement and Exhibit D thereto. Any lapse, cancellation, or material reduction in coverage shall constitute an Event of Default under the EPC Agreement.

Section 7. Project Site Access

7.1 Owner hereby confirms that the Project Site, comprising the following parcels, is available for Contractor's access, ingress, and egress as of the NTP Date:

(a) Stonebridge Parcel: Approximately 62.0 acres, identified on the Loudoun County land records as Tax Map Reference No. /95-4A-1///, located at the northeast corner of Belmont Ridge Road and Stonebridge Boulevard, unincorporated Loudoun County, Virginia 20148; and

(b) Meridian Parcel: Approximately 19.4 acres, identified on the Loudoun County land records as Tax Map Reference No. /95-4A-2///, located immediately east of and contiguous to the Stonebridge Parcel.

7.2 The total campus area comprising both parcels is approximately 81.4 acres. The boundaries of the Project Site, construction staging areas, laydown areas, temporary construction access points, and haul routes are depicted on the Site Logistics Plan included as part of Exhibit A to the EPC Agreement.

7.3 Contractor shall coordinate all site access, mobilization, and construction logistics with Owner's Representative, Kestrel Infrastructure Advisors, LLC, as follows:

Kestrel Infrastructure Advisors, LLC

Attention: Diane Prescott, Engagement Lead

1750 Tysons Boulevard, Suite 600 Tysons, Virginia 22102 Telephone: (703) 555-9100

Email: dprescott@kestreladvisors.com

7.4 Contractor acknowledges that Owner's grant of site access is subject to the terms and conditions of the EPC Agreement, including Contractor's compliance with all applicable environmental, health, and safety requirements, Loudoun County construction activity regulations (including permitted hours of operation and noise restrictions), and the Project-specific safety plan approved by Owner's Representative.

Section 8. Owner's Representative and Project Contacts

8.1 Owner's Representative. For purposes of day-to-day project administration, communication, and oversight of the Work, Owner has designated Kestrel Infrastructure Advisors, LLC as Owner's Representative under the EPC Agreement. The primary point of contact for Owner's Representative is:

Diane Prescott, Engagement Lead Kestrel Infrastructure Advisors, LLC 1750 Tysons Boulevard, Suite 600 Tysons, Virginia 22102 Telephone: (703) 555-9100

Email: dprescott@kestreladvisors.com

8.2 Owner's Primary Contacts. The following individuals are designated as Owner's primary contacts for purposes of the EPC Agreement and this Notice:

Leonard Castellano Executive Vice President, Development Ironhaven Data Centers LLC 44680 Prentice Drive, Suite 200 Ashburn, Virginia 20147 Telephone: (571) 555-4200

Email: lcastellano@ironhavendc.com

Priya Dasgupta Chief Financial Officer Ironhaven Data Centers LLC 44680 Prentice Drive, Suite 200 Ashburn, Virginia 20147 Telephone: (571) 555-4205

Email: pdasgupta@ironhavendc.com

8.3 Owner's Counsel. Owner's legal counsel for the Project is:

Calderwood & Harkness LLP 1900 K Street NW, Suite 800 Washington, DC 20006

Attention: Douglas Fairchild, Partner (Responsible Partner)

Cynthia Ho, Associate (Lead Associate) Telephone: (202) 555-3600

Email: dfairchild@calderwoodharkness.com; cho@calderwoodharkness.com

8.4 Civil / Site Engineer. Owner's civil and site engineer for the Project is:

Lumen Ridge Engineering, PLLC

Attention: Carlos Esteban, PE, Project Principal

10400 Ridgetop Circle, Suite 300 Fairfax, Virginia 22030 Telephone: (703) 555-2250

Email: cesteban@lumenridge.com

8.5 Contractor shall direct all correspondence, submittals, requests for information, change order requests, and other Project-related communications to Owner's Representative in the first instance, with copies to such additional parties as may be required by the EPC Agreement. Nothing in this Section 8 shall limit or modify the formal notice requirements set forth in Article 28 of the EPC Agreement.

Section 9. Permits and Approvals

9.1 Owner represents that the Loudoun County Board of Supervisors has approved (or is anticipated to approve in October 2025) the zoning modification application for the Project under Docket No. ZMOD-2025-0038 (the "ZMOD Approval"), which ZMOD Approval authorizes the development and construction of the data center campus on the Project Site in accordance with the approved development plan and proffers submitted in connection therewith.

9.2 Owner confirms that, as of the NTP Date, Owner has obtained or is in the process of obtaining all permits, licenses, and governmental approvals required under applicable law for the commencement of the Work, including without limitation the following:

(a) ZMOD Approval (Loudoun County Docket No. ZMOD-2025-0038);

(b) Site plan approval from the Loudoun County Department of Building and Development;

(d) Virginia Stormwater Management Program (VSMP) general permit coverage;

(e) Loudoun County building permits (phased issuance anticipated for each building);

(f) Virginia Department of Transportation (VDOT) land use permit for Belmont Ridge Road improvements; and

(g) Such other permits and approvals as may be identified in Exhibit A to the EPC Agreement.

9.3 Owner has collaterally assigned, or intends to collaterally assign, all Project-related permits and governmental approvals to Summit National Bank, N.A., as Administrative Agent under the Construction Loan Agreement, as security for the obligations of Owner under the Construction Loan Agreement. Contractor acknowledges such collateral assignment and agrees to cooperate with Owner and the Administrative Agent as reasonably necessary to effectuate and maintain such assignment, as further described in Article 22 of the EPC Agreement.

9.4 Contractor shall be responsible for obtaining all permits required to be obtained by Contractor under the EPC Agreement, including trade-specific permits, Contractor's business licenses, and such other permits as are expressly allocated to Contractor in Exhibit A to the EPC Agreement.

Section 10. Conditions and Reservations

10.1 The issuance of this Notice to Proceed does not waive, modify, amend, or supplement any term, condition, covenant, representation, warranty, or obligation set forth in the EPC Agreement or in any exhibit, schedule, or attachment thereto. This Notice is issued subject to and in accordance with the EPC Agreement, and all rights, remedies, obligations, and conditions of the parties under the EPC Agreement remain in full force and effect without alteration.

10.2 Without limiting the generality of Section 10.1, Owner expressly reserves all rights and remedies available to Owner under the EPC Agreement, at law, and in equity, including without limitation Owner's rights with respect to the following:

(a) Enforcement of the Guaranteed Maximum Price, including the right to require Contractor to complete the Work within the GMP;

(b) Assessment and collection of liquidated damages for delay in achieving Substantial Completion;

(d) Audit rights with respect to Contractor's books, records, and accounts relating to the Work, as set forth in Article 16 of the EPC Agreement;

(e) Termination for cause or termination for convenience, as set forth in Articles 18 and 19 of the EPC Agreement, respectively; and

(f) All other rights and remedies set forth in the EPC Agreement.

10.3 The parties acknowledge the change of control provisions set forth in Article 23 of the EPC Agreement, including:

(a) Contractor's Consent Right. Any direct or indirect Change of Control (as defined in the EPC Agreement) of the Owner entity (Stonebridge Campus Holdings LLC) shall require the prior written consent of Contractor, which consent shall not be unreasonably withheld, conditioned, or delayed; and

(b) Owner's Termination Right. In the event of a direct or indirect Change of Control (as defined in the EPC Agreement) of Contractor (Titan-McAllister Construction Group, LLC) without Owner's prior written consent, Owner shall have the right to terminate the EPC Agreement in accordance with Article 18 thereof.

10.4 Nothing in this Notice shall create any rights in favor of, or impose any obligations upon, any third party, except to the extent expressly set forth in the EPC Agreement with respect to the Administrative Agent and other third-party beneficiaries identified therein.

Section 11. Acknowledgment and Confirmation by Contractor

11.1 Contractor is hereby requested to countersign this Notice to Proceed in the space provided below to acknowledge receipt of this Notice and to confirm Contractor's readiness to commence the Work as of the NTP Date in accordance with the EPC Agreement.

11.2 By executing this Notice in the space provided below, Contractor represents and confirms to Owner that:

(a) Contractor has received this Notice to Proceed and has reviewed the same;

(b) Contractor is prepared to commence the Work on the NTP Date in accordance with the EPC Agreement, Exhibit A (Scope of Work and Technical Specifications), Exhibit B (GMP Schedule and Budget), and Exhibit C (Construction Schedule and Milestone Dates);

(c) As of the NTP Date, Contractor has obtained or will obtain all insurance coverage and surety bonds required under the EPC Agreement and Exhibit D thereto, and will deliver certificates of insurance and bond confirmations as required by Section 6 of this Notice;

(d) Contractor has reviewed the Project Site and is familiar with the conditions thereof;

(e) Contractor has engaged or is in the process of engaging its key subcontractors and suppliers for early-phase Work activities, and anticipates no impediment to the timely commencement and prosecution of the Work; and

(f) No event or condition exists that would constitute, or with the giving of notice or lapse of time (or both) would constitute, a default by Contractor under the EPC Agreement.

Signature Page

IN WITNESS WHEREOF, Owner has caused this Notice to Proceed to be executed by its duly authorized representative as of the date first set forth above.

OWNER:

STONEBRIDGE CAMPUS HOLDINGS LLC a Virginia limited liability company

By: Ironhaven Data Centers LLC, its sole member

By: ________

Name: Leonard Castellano

Title: Executive Vice President, Development

Date: ________

Authorized Signatory per Secretary's Certificate of Ironhaven Data Centers LLC dated as of October 15, 2025. Alternative authorized signatory: Marcus Thorne, Chief Executive Officer, Ironhaven Data Centers LLC.

Contractor Acknowledgment

Contractor acknowledges receipt of this Notice to Proceed and confirms its readiness to commence the Work on the NTP Date in accordance with the EPC Agreement.

CONTRACTOR:

TITAN-McALLISTER CONSTRUCTION GROUP, LLC a Maryland limited liability company

By: ________

Name: Raymond Okafor

Title: President

Date: ________

Distribution

Copies of this Notice to Proceed have been delivered to the following persons:

Attachment

Exhibit C — Construction Schedule and Milestone Dates

A copy of Exhibit C (Construction Schedule and Milestone Dates) to the EPC Agreement is attached hereto for Contractor's reference and convenience, confirming the milestone dates operative from the NTP Date. In the event of any conflict or inconsistency between the attached copy of Exhibit C and the executed original of Exhibit C to the EPC Agreement, the executed original shall control.

[Exhibit C to be attached]

DRAFT — FOR DISCUSSION PURPOSES ONLY This form of Notice to Proceed is prepared by Calderwood & Harkness LLP for discussion purposes in connection with Matter No. 1043-00002. This document is subject to revision and does not constitute a final or executed document. Distribution is limited to authorized recipients. PRIVILEGED & CONFIDENTIAL — ATTORNEY WORK PRODUCT

Milestone	Target Date
Notice to Proceed Date	November 1, 2025
Completion of Mass Grading — Full Site	February 1, 2026
Foundation Complete — Building A	April 1, 2026
Structural Steel Topping Out — Building A	September 1, 2026
Substantial Completion — Building A	August 1, 2027
Substantial Completion — Building B	November 1, 2027
Substantial Completion — Building C	November 1, 2027
Substantial Completion — Building D	November 1, 2027
Final Completion — All Buildings	January 31, 2028
Component	GMP Allocation
Building A (including proportional site and CUP costs)	$103,000,000
Building B (including proportional site and CUP costs)	$103,000,000
Building C (including proportional site and CUP costs)	$103,000,000
Building D (including proportional site and CUP costs)	$103,000,000
Total GMP	$412,000,000
Recipient	Organization
Marcus Thorne, Chief Executive Officer	Ironhaven Data Centers LLC
Priya Dasgupta, Chief Financial Officer	Ironhaven Data Centers LLC
Julian Hargrove, Managing Partner	Ridgeline Capital Management LLC
Douglas Fairchild, Partner	Calderwood & Harkness LLP
Cynthia Ho, Associate	Calderwood & Harkness LLP
Karen Ellsworth, Managing Director	Summit National Bank, N.A.
Victor Redmond, Partner	Redmond & Calloway LLP (Lender's Counsel)
Diane Prescott, Engagement Lead	Kestrel Infrastructure Advisors, LLC

Michelle Tran, SVP, Data Center Programs

DRAFT — FOR DISCUSSION PURPOSES ONLY PRIVILEGED & CONFIDENTIAL ATTORNEY WORK PRODUCT
NOTICE TO PROCEED
Stonebridge Data Center Campus — EPC Agreement
Prepared by: Calderwood & Harkness LLP 1900 K Street NW, Suite 800 Washington, DC 20006 Matter No. 1043-00002
NOTICE TO PROCEED
Date: [__], 2025
From:
Stonebridge Campus Holdings LLC, a Virginia limited liability company ("Owner") c/o Ironhaven Data Centers LLC 44680 Prentice Drive, Suite 200 Ashburn, Virginia 20147
Attention: Leonard Castellano, Executive Vice President, Development
Telephone: (571) 555-4200
Email: lcastellano@ironhavendc.com
To:
Titan-McAllister Construction Group, LLC, a Maryland limited liability company ("Contractor") 7900 Harkins Road, Suite 100 Lanham, Maryland 20706
Attention: Raymond Okafor, President
Michelle Tran, Senior Vice President, Data Center Programs Telephone: (301) 555-7800
Email: rokafor@titanmcallister.com; mtran@titanmcallister.com
Re: Notice to Proceed Under the Engineering, Procurement, and Construction Agreement dated as of October 20, 2025 (the "EPC Agreement"), by and between Stonebridge Campus Holdings LLC, a Virginia limited liability company ("Owner"), and Titan-McAllister Construction Group, LLC, a Maryland limited liability company ("Contractor"), for the design and construction of the Stonebridge Data Center Campus, Loudoun County, Virginia (the "Project")
Delivery Method: This Notice to Proceed is delivered in accordance with the notice provisions set forth in Article 28 of the EPC Agreement by (i) hand delivery, (ii) nationally recognized overnight courier (Severin Partners LLC Priority Overnight, tracking confirmation requested), and (iii) electronic mail to the email addresses set forth above and in the EPC Agreement.
Section 1. Reference to EPC Agreement
1.1 This Notice to Proceed (this "Notice") is issued pursuant to and in accordance with that certain Engineering, Procurement, and Construction Agreement, dated as of October 20, 2025 (as amended, restated, supplemented, or otherwise modified from time to time, the "EPC Agreement"), entered into by and between Stonebridge Campus Holdings LLC, a Virginia limited liability company, as Owner, and Titan-McAllister Construction Group, LLC, a Maryland limited liability company, as Contractor.
1.2 The EPC Agreement governs the design, engineering, procurement, construction, commissioning, and delivery of the Stonebridge Data Center Campus (the "Project"), located at the northeast corner of Belmont Ridge Road (Route 659) and Stonebridge Boulevard, in unincorporated Loudoun County, Virginia 20148. The Project Site is more particularly described in the EPC Agreement and is identified on the Loudoun County land records as Tax Map Reference Nos. /95-4A-1/// (the "Stonebridge Parcel") and /95-4A-2/// (the "Meridian Parcel"), comprising a total campus area of approximately 81.4 acres.
1.3 The scope of the Work under the EPC Agreement encompasses the complete design and construction of the following facilities, improvements, and infrastructure, as more fully described in Exhibit A (Scope of Work and Technical Specifications) to the EPC Agreement:
(a) Data Center Buildings. Four (4) data center buildings, designated as Building A, Building B, Building C, and Building D, each comprising approximately 120,000 square feet of shell building area and designed to support 24 megawatts ("MW") of critical IT load per building, for a total campus capacity of 96 MW of critical IT load and a total gross floor area of approximately 480,000 square feet. Each building shall be designed and constructed to Tier III+ concurrently maintainable standards, as set forth in the Technical Specifications.
(b) Central Utility Plant. A central utility plant ("CUP") to serve all four data center buildings, including chilled water production and distribution systems, emergency backup power generation (diesel generators in N+1 configuration), medium-voltage electrical distribution switchgear, and associated mechanical, electrical, and plumbing ("MEP") infrastructure.
(c) Site Civil Work. All site civil improvements, including mass grading, stormwater management facilities (in compliance with Loudoun County and Virginia DEQ requirements), roadways, utility infrastructure (water, sanitary sewer, fiber, and electrical ductbank), security fencing, perimeter landscaping, and site lighting.
(d) Structured Parking. A structured parking facility to accommodate not fewer than 400 vehicles, located as shown on the approved site plan.
1.4 The Guaranteed Maximum Price for the Work under the EPC Agreement is Four Hundred Twelve Million Dollars ($412,000,000) (the "GMP"), as more fully set forth in Exhibit B (GMP Schedule and Budget) to the EPC Agreement.
1.5 All capitalized terms used but not otherwise defined in this Notice shall have the meanings ascribed to such terms in the EPC Agreement. In the event of any conflict or inconsistency between this Notice and the EPC Agreement, the terms and conditions of the EPC Agreement shall control and govern.
Section 2. Issuance of Notice to Proceed
2.1 Pursuant to Article 5 of the EPC Agreement, Owner hereby issues this Notice to Proceed to Contractor, authorizing Contractor to commence and prosecute the Work in accordance with the EPC Agreement, including all exhibits, schedules, and attachments thereto.
2.2 The Notice to Proceed Date (the "NTP Date") is hereby established as November 1, 2025.
2.3 As of the NTP Date, Contractor is directed to commence the Work under the EPC Agreement and to prosecute the Work diligently, continuously, and in good workmanlike manner in strict accordance with the terms and conditions of the EPC Agreement, including without limitation:
(a) Exhibit A — Scope of Work and Technical Specifications, which sets forth the detailed technical requirements, performance criteria, design standards, and deliverables for the Project;
(b) Exhibit B — GMP Schedule and Budget, which sets forth the Guaranteed Maximum Price, the detailed cost breakdown by trade and building, the Owner's Contingency, the Contractor's Fee, and the General Conditions budget; and
(c) Exhibit C — Construction Schedule and Milestone Dates, which sets forth the critical path schedule, the phased delivery sequence, interim milestone dates, and the date for Substantial Completion of each building and of the Project as a whole.
2.4 Contractor shall mobilize its forces, establish the construction site office and laydown areas, and commence on-site construction activities within ten (10) business days of the NTP Date, or such earlier date as Contractor may elect with written notice to Owner's Representative. Contractor shall submit its initial 90-day look-ahead schedule to Owner's Representative within five (5) business days of the NTP Date, as required by Section 6.3(b) of the EPC Agreement.
Section 3. Construction Period and Key Milestone Dates
3.1 Construction Duration. The overall construction period for the Project is twenty-four (24) months from the NTP Date through Substantial Completion of the final building (Building D), as established in the EPC Agreement and Exhibit C thereto.
3.2 Key Milestone Dates. The following key milestone dates are established as of the NTP Date, subject in all respects to the permitted extensions of time set forth in Article 10 of the EPC Agreement:
3.3 The milestone dates set forth in Section 3.2 above are derived from and consistent with the Construction Schedule and Milestone Dates set forth in Exhibit C to the EPC Agreement. In the event of any discrepancy between the milestone dates listed in this Notice and those set forth in Exhibit C, the dates in Exhibit C shall control. A copy of Exhibit C is attached hereto for Contractor's reference and convenience.
3.4 Contractor shall achieve each milestone date set forth in the EPC Agreement and Exhibit C thereto, subject to permitted extensions of time resulting from Force Majeure Events, Owner-Caused Delays, or Excusable Delays, in each case as defined in and governed by Article 10 of the EPC Agreement. Contractor acknowledges that time is of the essence with respect to the achievement of Substantial Completion of each building by the applicable milestone date, as set forth in Article 10 of the EPC Agreement.
3.5 Contractor shall prepare and submit monthly schedule updates to Owner's Representative in accordance with Section 6.3 of the EPC Agreement, utilizing Westvale Services Inc. (or such other scheduling software as the parties may agree in writing), and shall identify any actual or anticipated deviations from the critical path and the recovery measures Contractor intends to implement in response thereto.
Section 4. Guaranteed Maximum Price Confirmation
4.1 Owner confirms that, as of the NTP Date, the Guaranteed Maximum Price for the Work is Four Hundred Twelve Million Dollars ($412,000,000), as established in Article 7 of the EPC Agreement and more fully detailed in Exhibit B thereto.
4.2 The GMP is allocated among the four data center buildings and associated campus infrastructure as follows:
4.3 The per-building GMP allocations set forth in Section 4.2 above include Contractor's Fee, General Conditions costs, and Contractor's Contingency, each as allocated among the buildings in accordance with the detailed cost breakdown set forth in Exhibit B to the EPC Agreement. The Owner's Contingency is held separately by Owner and is not included within the GMP.
4.4 Retainage. In accordance with Article 9 of the EPC Agreement, Owner shall retain the following percentages from each progress payment made to Contractor:
(a) Ten percent (10%) of each progress payment, commencing with the first Application for Payment and continuing until fifty percent (50%) completion of the Work has been achieved (as certified by Owner's Representative based on Contractor's monthly progress reports and the Construction Schedule); and
(b) Five percent (5%) of each progress payment, commencing upon achievement of fifty percent (50%) completion of the Work and continuing through Substantial Completion.
4.5 Retainage shall be held by Owner (or, at Owner's election, deposited into an interest-bearing escrow account at Summit National Bank, N.A.) and released in accordance with Article 9 of the EPC Agreement, subject to satisfaction of the conditions precedent to release of retainage set forth therein, including Contractor's delivery of final lien waivers, as-built drawings, operation and maintenance manuals, warranties, and all other close-out deliverables.
Section 5. Liquidated Damages Reminder
5.1 Contractor is reminded that the EPC Agreement contains liquidated damages provisions applicable to Contractor's failure to achieve Substantial Completion of any building by the applicable milestone date, as set forth in Article 11 of the EPC Agreement.
5.2 The liquidated damages rate for delay in achieving Substantial Completion is One Hundred Twenty-Five Thousand Dollars ($125,000) per calendar day per building for each day that Substantial Completion of the applicable building extends beyond the applicable milestone date (as such date may be extended in accordance with Article 10 of the EPC Agreement).
5.3 The aggregate liability of Contractor for delay liquidated damages with respect to any individual building shall not exceed ten percent (10%) of the GMP allocable to such building, which amount equals Ten Million Three Hundred Thousand Dollars ($10,300,000) per building (the "LD Cap"), as set forth in Section 11.3 of the EPC Agreement.
5.4 The parties acknowledge and agree that the liquidated damages set forth in this Section 5 represent a genuine pre-estimate of Owner's damages resulting from delay in achieving Substantial Completion and are not intended as a penalty. Nothing in this Notice shall be construed to modify, expand, or limit the liquidated damages provisions of the EPC Agreement.
Section 6. Insurance and Bond Confirmation
6.1 Prior to or concurrently with the commencement of the Work on the NTP Date, Contractor shall provide (or shall have provided) to Owner evidence satisfactory to Owner and to Summit National Bank, N.A., as Administrative Agent under the Construction Loan Agreement dated as of October 28, 2025 (the "Construction Loan Agreement"), of the following insurance coverage and surety bonds, each in form and substance complying with the requirements set forth in Exhibit D (Insurance and Bond Requirements) to the EPC Agreement:
(a) Commercial General Liability Insurance. Commercial general liability insurance with a combined single limit of not less than One Hundred Fifty Million Dollars ($150,000,000) per occurrence and in the aggregate, including products/completed operations coverage, contractual liability coverage, and broad form property damage coverage. The required coverage shall be placed with Pinnacle Indemnity Insurance Company (A.M. Best Rating: A+ XV), or such other carrier(s) rated A- VIII or better by A.M. Best as Owner may approve in writing.
(b) Builder's Risk Insurance. Builder's risk insurance (all-risk, completed value form) in an amount not less than Four Hundred Twelve Million Dollars ($412,000,000), equal to the full insurable value of the completed Project, including coverage for materials in transit and materials stored off-site. The builder's risk policy shall be placed with Great Basin Surety & Insurance Corporation (A.M. Best Rating: A XV), with a deductible not to exceed Two Hundred Fifty Thousand Dollars ($250,000) per occurrence. Owner, Contractor, all subcontractors, and Summit National Bank, N.A. as Administrative Agent shall be named insureds or additional insureds, as applicable.
(c) Performance Bond. An unconditional, irrevocable performance bond in an amount equal to one hundred percent (100%) of the GMP, being Four Hundred Twelve Million Dollars ($412,000,000), issued by Great Basin Surety & Insurance Corporation (Treasury Listed; A.M. Best Rating: A XV). The performance bond shall be in the form prescribed by AIA Document A312-2010 or such other form as Owner may approve, and shall name Owner and Summit National Bank, N.A. as Administrative Agent as dual obligees.
(d) Payment Bond. An unconditional, irrevocable payment bond in an amount equal to one hundred percent (100%) of the GMP, being Four Hundred Twelve Million Dollars ($412,000,000), issued by Great Basin Surety & Insurance Corporation (Treasury Listed; A.M. Best Rating: A XV). The payment bond shall be in the form prescribed by AIA Document A312-2010 or such other form as Owner may approve, and shall name Owner and Summit National Bank, N.A. as Administrative Agent as dual obligees.
6.2 All insurance policies and surety bonds required hereunder must comply in all respects with the detailed requirements set forth in Exhibit D to the EPC Agreement, including without limitation the requirements regarding policy endorsements, additional insured status, waiver of subrogation, notice of cancellation or material modification, and evidence of coverage.
6.3 Contractor shall deliver certificates of insurance (on ACORD 25 and ACORD 28 forms, as applicable) and bond confirmations (including certified copies of the performance bond and payment bond) to each of the following parties no later than the NTP Date:
(a) Owner: Stonebridge Campus Holdings LLC, c/o Ironhaven Data Centers LLC, 44680 Prentice Drive, Suite 200, Ashburn, Virginia 20147, Attention: Leonard Castellano, EVP, Development; and
(b) Administrative Agent: Summit National Bank, N.A., 1401 H Street NW, 12th Floor, Washington, DC 20005, Attention: Karen Ellsworth, Managing Director, Real Estate & Infrastructure Finance Group.
6.4 Contractor shall maintain all required insurance coverage and surety bonds in full force and effect throughout the duration of the Work and for the applicable tail periods specified in the EPC Agreement and Exhibit D thereto. Any lapse, cancellation, or material reduction in coverage shall constitute an Event of Default under the EPC Agreement.
Section 7. Project Site Access
7.1 Owner hereby confirms that the Project Site, comprising the following parcels, is available for Contractor's access, ingress, and egress as of the NTP Date:
(a) Stonebridge Parcel: Approximately 62.0 acres, identified on the Loudoun County land records as Tax Map Reference No. /95-4A-1///, located at the northeast corner of Belmont Ridge Road and Stonebridge Boulevard, unincorporated Loudoun County, Virginia 20148; and
(b) Meridian Parcel: Approximately 19.4 acres, identified on the Loudoun County land records as Tax Map Reference No. /95-4A-2///, located immediately east of and contiguous to the Stonebridge Parcel.
7.2 The total campus area comprising both parcels is approximately 81.4 acres. The boundaries of the Project Site, construction staging areas, laydown areas, temporary construction access points, and haul routes are depicted on the Site Logistics Plan included as part of Exhibit A to the EPC Agreement.
7.3 Contractor shall coordinate all site access, mobilization, and construction logistics with Owner's Representative, Kestrel Infrastructure Advisors, LLC, as follows:
Kestrel Infrastructure Advisors, LLC
Attention: Diane Prescott, Engagement Lead
1750 Tysons Boulevard, Suite 600 Tysons, Virginia 22102 Telephone: (703) 555-9100
Email: dprescott@kestreladvisors.com
7.4 Contractor acknowledges that Owner's grant of site access is subject to the terms and conditions of the EPC Agreement, including Contractor's compliance with all applicable environmental, health, and safety requirements, Loudoun County construction activity regulations (including permitted hours of operation and noise restrictions), and the Project-specific safety plan approved by Owner's Representative.
Section 8. Owner's Representative and Project Contacts
8.1 Owner's Representative. For purposes of day-to-day project administration, communication, and oversight of the Work, Owner has designated Kestrel Infrastructure Advisors, LLC as Owner's Representative under the EPC Agreement. The primary point of contact for Owner's Representative is:
Diane Prescott, Engagement Lead Kestrel Infrastructure Advisors, LLC 1750 Tysons Boulevard, Suite 600 Tysons, Virginia 22102 Telephone: (703) 555-9100
Email: dprescott@kestreladvisors.com
8.2 Owner's Primary Contacts. The following individuals are designated as Owner's primary contacts for purposes of the EPC Agreement and this Notice:
Leonard Castellano Executive Vice President, Development Ironhaven Data Centers LLC 44680 Prentice Drive, Suite 200 Ashburn, Virginia 20147 Telephone: (571) 555-4200
Email: lcastellano@ironhavendc.com
Priya Dasgupta Chief Financial Officer Ironhaven Data Centers LLC 44680 Prentice Drive, Suite 200 Ashburn, Virginia 20147 Telephone: (571) 555-4205
Email: pdasgupta@ironhavendc.com
8.3 Owner's Counsel. Owner's legal counsel for the Project is:
Calderwood & Harkness LLP 1900 K Street NW, Suite 800 Washington, DC 20006
Attention: Douglas Fairchild, Partner (Responsible Partner)
Cynthia Ho, Associate (Lead Associate) Telephone: (202) 555-3600
Email: dfairchild@calderwoodharkness.com; cho@calderwoodharkness.com
8.4 Civil / Site Engineer. Owner's civil and site engineer for the Project is:
Lumen Ridge Engineering, PLLC
Attention: Carlos Esteban, PE, Project Principal
10400 Ridgetop Circle, Suite 300 Fairfax, Virginia 22030 Telephone: (703) 555-2250
Email: cesteban@lumenridge.com
8.5 Contractor shall direct all correspondence, submittals, requests for information, change order requests, and other Project-related communications to Owner's Representative in the first instance, with copies to such additional parties as may be required by the EPC Agreement. Nothing in this Section 8 shall limit or modify the formal notice requirements set forth in Article 28 of the EPC Agreement.
Section 9. Permits and Approvals
9.1 Owner represents that the Loudoun County Board of Supervisors has approved (or is anticipated to approve in October 2025) the zoning modification application for the Project under Docket No. ZMOD-2025-0038 (the "ZMOD Approval"), which ZMOD Approval authorizes the development and construction of the data center campus on the Project Site in accordance with the approved development plan and proffers submitted in connection therewith.
9.2 Owner confirms that, as of the NTP Date, Owner has obtained or is in the process of obtaining all permits, licenses, and governmental approvals required under applicable law for the commencement of the Work, including without limitation the following:
(a) ZMOD Approval (Loudoun County Docket No. ZMOD-2025-0038);
(b) Site plan approval from the Loudoun County Department of Building and Development;
(c) Erosion and sediment control plan approval and land disturbance permit;
(d) Virginia Stormwater Management Program (VSMP) general permit coverage;
(e) Loudoun County building permits (phased issuance anticipated for each building);
(f) Virginia Department of Transportation (VDOT) land use permit for Belmont Ridge Road improvements; and
(g) Such other permits and approvals as may be identified in Exhibit A to the EPC Agreement.
9.3 Owner has collaterally assigned, or intends to collaterally assign, all Project-related permits and governmental approvals to Summit National Bank, N.A., as Administrative Agent under the Construction Loan Agreement, as security for the obligations of Owner under the Construction Loan Agreement. Contractor acknowledges such collateral assignment and agrees to cooperate with Owner and the Administrative Agent as reasonably necessary to effectuate and maintain such assignment, as further described in Article 22 of the EPC Agreement.
9.4 Contractor shall be responsible for obtaining all permits required to be obtained by Contractor under the EPC Agreement, including trade-specific permits, Contractor's business licenses, and such other permits as are expressly allocated to Contractor in Exhibit A to the EPC Agreement.
Section 10. Conditions and Reservations
10.1 The issuance of this Notice to Proceed does not waive, modify, amend, or supplement any term, condition, covenant, representation, warranty, or obligation set forth in the EPC Agreement or in any exhibit, schedule, or attachment thereto. This Notice is issued subject to and in accordance with the EPC Agreement, and all rights, remedies, obligations, and conditions of the parties under the EPC Agreement remain in full force and effect without alteration.
10.2 Without limiting the generality of Section 10.1, Owner expressly reserves all rights and remedies available to Owner under the EPC Agreement, at law, and in equity, including without limitation Owner's rights with respect to the following:
(a) Enforcement of the Guaranteed Maximum Price, including the right to require Contractor to complete the Work within the GMP;
(b) Assessment and collection of liquidated damages for delay in achieving Substantial Completion;
(c) Approval of subcontractors and material suppliers in accordance with Article 14 of the EPC Agreement;
(d) Audit rights with respect to Contractor's books, records, and accounts relating to the Work, as set forth in Article 16 of the EPC Agreement;
(e) Termination for cause or termination for convenience, as set forth in Articles 18 and 19 of the EPC Agreement, respectively; and
(f) All other rights and remedies set forth in the EPC Agreement.
10.3 The parties acknowledge the change of control provisions set forth in Article 23 of the EPC Agreement, including:
(a) Contractor's Consent Right. Any direct or indirect Change of Control (as defined in the EPC Agreement) of the Owner entity (Stonebridge Campus Holdings LLC) shall require the prior written consent of Contractor, which consent shall not be unreasonably withheld, conditioned, or delayed; and
(b) Owner's Termination Right. In the event of a direct or indirect Change of Control (as defined in the EPC Agreement) of Contractor (Titan-McAllister Construction Group, LLC) without Owner's prior written consent, Owner shall have the right to terminate the EPC Agreement in accordance with Article 18 thereof.
10.4 Nothing in this Notice shall create any rights in favor of, or impose any obligations upon, any third party, except to the extent expressly set forth in the EPC Agreement with respect to the Administrative Agent and other third-party beneficiaries identified therein.
Section 11. Acknowledgment and Confirmation by Contractor
11.1 Contractor is hereby requested to countersign this Notice to Proceed in the space provided below to acknowledge receipt of this Notice and to confirm Contractor's readiness to commence the Work as of the NTP Date in accordance with the EPC Agreement.
11.2 By executing this Notice in the space provided below, Contractor represents and confirms to Owner that:
(a) Contractor has received this Notice to Proceed and has reviewed the same;
(b) Contractor is prepared to commence the Work on the NTP Date in accordance with the EPC Agreement, Exhibit A (Scope of Work and Technical Specifications), Exhibit B (GMP Schedule and Budget), and Exhibit C (Construction Schedule and Milestone Dates);
(c) As of the NTP Date, Contractor has obtained or will obtain all insurance coverage and surety bonds required under the EPC Agreement and Exhibit D thereto, and will deliver certificates of insurance and bond confirmations as required by Section 6 of this Notice;
(d) Contractor has reviewed the Project Site and is familiar with the conditions thereof;
(e) Contractor has engaged or is in the process of engaging its key subcontractors and suppliers for early-phase Work activities, and anticipates no impediment to the timely commencement and prosecution of the Work; and
(f) No event or condition exists that would constitute, or with the giving of notice or lapse of time (or both) would constitute, a default by Contractor under the EPC Agreement.
Signature Page
IN WITNESS WHEREOF, Owner has caused this Notice to Proceed to be executed by its duly authorized representative as of the date first set forth above.
OWNER:
STONEBRIDGE CAMPUS HOLDINGS LLC a Virginia limited liability company
By: Ironhaven Data Centers LLC, its sole member
By: ________
Name: Leonard Castellano
Title: Executive Vice President, Development
Date: ________
Authorized Signatory per Secretary's Certificate of Ironhaven Data Centers LLC dated as of October 15, 2025. Alternative authorized signatory: Marcus Thorne, Chief Executive Officer, Ironhaven Data Centers LLC.
Contractor Acknowledgment
Contractor acknowledges receipt of this Notice to Proceed and confirms its readiness to commence the Work on the NTP Date in accordance with the EPC Agreement.
CONTRACTOR:
TITAN-McALLISTER CONSTRUCTION GROUP, LLC a Maryland limited liability company
By: ________
Name: Raymond Okafor
Title: President
Date: ________
Distribution
Copies of this Notice to Proceed have been delivered to the following persons:
Attachment
Exhibit C — Construction Schedule and Milestone Dates
A copy of Exhibit C (Construction Schedule and Milestone Dates) to the EPC Agreement is attached hereto for Contractor's reference and convenience, confirming the milestone dates operative from the NTP Date. In the event of any conflict or inconsistency between the attached copy of Exhibit C and the executed original of Exhibit C to the EPC Agreement, the executed original shall control.
[Exhibit C to be attached]
DRAFT — FOR DISCUSSION PURPOSES ONLY This form of Notice to Proceed is prepared by Calderwood & Harkness LLP for discussion purposes in connection with Matter No. 1043-00002. This document is subject to revision and does not constitute a final or executed document. Distribution is limited to authorized recipients. PRIVILEGED & CONFIDENTIAL — ATTORNEY WORK PRODUCT
Milestone | Target Date
Notice to Proceed Date | November 1, 2025
Completion of Mass Grading — Full Site | February 1, 2026
Foundation Complete — Building A | April 1, 2026
Structural Steel Topping Out — Building A | September 1, 2026
Substantial Completion — Building A | August 1, 2027
Substantial Completion — Building B | November 1, 2027
Substantial Completion — Building C | November 1, 2027
Substantial Completion — Building D | November 1, 2027
Final Completion — All Buildings | January 31, 2028
Component | GMP Allocation
Building A (including proportional site and CUP costs) | $103,000,000
Building B (including proportional site and CUP costs) | $103,000,000
Building C (including proportional site and CUP costs) | $103,000,000
Building D (including proportional site and CUP costs) | $103,000,000
Total GMP | $412,000,000
Recipient | Organization
Marcus Thorne, Chief Executive Officer | Ironhaven Data Centers LLC
Priya Dasgupta, Chief Financial Officer | Ironhaven Data Centers LLC
Julian Hargrove, Managing Partner | Ridgeline Capital Management LLC
Douglas Fairchild, Partner | Calderwood & Harkness LLP
Cynthia Ho, Associate | Calderwood & Harkness LLP
Karen Ellsworth, Managing Director | Summit National Bank, N.A.
Victor Redmond, Partner | Redmond & Calloway LLP (Lender's Counsel)
Diane Prescott, Engagement Lead | Kestrel Infrastructure Advisors, LLC
Michelle Tran, SVP, Data Center Programs | Titan-McAllister Construction Group, LLC

DRAFT — FOR DISCUSSION PURPOSES ONLY PRIVILEGED & CONFIDENTIAL ATTORNEY WORK PRODUCT

NOTICE TO PROCEED

NOTICE TO PROCEED

CONTRACTOR:

Record

Parties

Dates

Amounts