1043-00002 · Ironhaven Data Centers LLC · Easements & Reciprocal Agreements

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CONFIDENTIAL DRAFT — SUBJECT TO REVISION

CROSS-ACCESS AND UTILITY EASEMENT AGREEMENT

Stonebridge Data Center Campus — Loudoun County, Virginia

Parties:

STONEBRIDGE CAMPUS HOLDINGS LLC a Virginia limited liability company

Draft — For Execution on or About September 15, 2025 (Concurrent with Land Closings)

Prepared by:

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

RECORDING INFORMATION

After recording, return to:

Fidelitas Title & Escrow, Inc. 44121 Harry Byrd Highway, Suite 120 Ashburn, VA 20147

Attention: Recording Department

Tax Map References:

Stonebridge Parcel: Loudoun County Tax Map Ref. /95-4A-1///

Meridian Parcel: Loudoun County Tax Map Ref. /95-4A-2///

This instrument was prepared by and upon recordation should be returned to the address noted above. This document is exempt from the grantor's tax pursuant to Virginia Code § 58.1-811(A)(3) and is exempt from the recordation tax pursuant to Virginia Code § 58.1-803, as it conveys no interest in real property for consideration.

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CROSS-ACCESS AND UTILITY EASEMENT AGREEMENT

THIS CROSS-ACCESS AND UTILITY EASEMENT AGREEMENT (this "Agreement") is made and entered into as of the __ day of September, 2025 (the "Effective Date"), by STONEBRIDGE CAMPUS HOLDINGS LLC, a Virginia limited liability company, whose principal office is at 44680 Prentice Drive, Suite 200, Ashburn, Virginia 20147, care of Ironhaven Data Centers LLC (the "Declarant"), as the sole owner in fee simple of both the Stonebridge Parcel and the Meridian Parcel, each as defined and more particularly described herein.

The Declarant, being the sole owner of both the Stonebridge Parcel and the Meridian Parcel following the concurrent land closings occurring on or about the Effective Date, executes this Agreement to establish permanent, reciprocal easements for the unified development, construction, operation, and maintenance of the Stonebridge Data Center Campus, a ground-up data center campus with approximately 96 megawatts ("MW") of critical information technology load across four data center buildings (designated Buildings A, B, C, and D), a central utility plant, and related infrastructure on approximately 81.4 acres in unincorporated Loudoun County, Virginia. This Agreement is intended to be recorded in the land records of Loudoun County, Virginia, and to run with the land in perpetuity.

RECITALS

A. Ownership of Stonebridge Parcel. Stonebridge Campus Holdings LLC acquired the Stonebridge Parcel, consisting of approximately 62.0 acres, from Blackthorn Realty Group, Inc., a Virginia corporation, pursuant to a Special Warranty Deed dated September 15, 2025 (or such other date as the actual closing may occur), recorded in the land records of Loudoun County, Virginia, at Deed Book __, Page _, Instrument No. ___. The Stonebridge Parcel is identified on the Loudoun County tax maps as Tax Map Reference /95-4A-1/// and is located at the northeast corner of Belmont Ridge Road (Route 659) and Stonebridge Boulevard, Ashburn, Virginia 20148. The purchase price for the Stonebridge Parcel was Fifty-Eight Million Five Hundred Thousand Dollars ($58,500,000.00).

B. Ownership of Meridian Parcel. Stonebridge Campus Holdings LLC acquired the Meridian Parcel, consisting of approximately 19.4 acres, from Meridian Acres LLC, a Virginia limited liability company, pursuant to a Special Warranty Deed dated September 15, 2025 (or such other date as the actual closing may occur), recorded in the land records of Loudoun County, Virginia, at Deed Book __, Page _, Instrument No. ___. The Meridian Parcel is identified on the Loudoun County tax maps as Tax Map Reference /95-4A-2/// and is located adjacent to the Stonebridge Parcel on the east, in Ashburn, Virginia 20148. The purchase price for the Meridian Parcel was Nineteen Million Four Hundred Thousand Dollars ($19,400,000.00).

C. Project and Purpose. The Declarant intends to develop both the Stonebridge Parcel and the Meridian Parcel as a unified data center campus to be known as the "Stonebridge Data Center Campus" or "Stonebridge Campus." The total campus acreage is approximately 81.4 acres (62.0 acres comprising the Stonebridge Parcel plus 19.4 acres comprising the Meridian Parcel). The planned improvements include: (i) four data center buildings (Buildings A, B, C, and D), each approximately 120,000 square feet of shell area and designed for 24 MW of critical IT load per building; (ii) a central utility plant providing chilled water, condenser water, and related mechanical services to the data center buildings; (iii) structured parking; (iv) site civil work including internal campus roadways, fire lanes, landscaping, and stormwater management facilities; and (v) a dedicated 230kV/34.5kV electrical substation to be constructed on the Meridian Parcel. The total gross floor area of the data center buildings is approximately 480,000 square feet. The total critical IT capacity of the Campus at full build-out is 96 MW. The total project budget for the Campus is approximately Six Hundred Million Dollars ($600,000,000.00). In order to achieve the integrated campus design and to ensure efficient operations, the two parcels must function as a single, unified campus with shared vehicular and pedestrian access, shared utility infrastructure, integrated stormwater management, and interconnected telecommunications pathways.

D. Financing Requirements. The development, construction, and initial operation of the Stonebridge Data Center Campus is being financed in part by a Three Hundred Ninety Million Dollar ($390,000,000.00) senior secured construction loan facility (the "Construction Loan") provided by Summit National Bank, N.A. as Administrative Agent, together with Cascade Commercial Lending Corp. and Harborview Trust Company as co-lenders (collectively, the "Lender"), pursuant to a Construction Loan Agreement of even date herewith (the "Construction Loan Agreement"). The Construction Loan is secured by a first-priority Deed of Trust, Assignment of Leases and Rents, and Security Agreement of even date herewith (the "Deed of Trust") encumbering both the Stonebridge Parcel and the Meridian Parcel. As a condition of the Construction Loan closing, the Lender requires the recordation of reciprocal cross-access and utility easements across both parcels to ensure the unified operation of the Campus and to support the Lender's collateral package. Sovereign Title Insurance Company, through Fidelitas Title & Escrow, Inc., is issuing a lender's title insurance policy in the amount of Three Hundred Ninety Million Dollars ($390,000,000.00) in connection with the Construction Loan, and requires the recordation of this Agreement as a condition of issuance of such policy.

E. Zoning and Entitlements. Both the Stonebridge Parcel and the Meridian Parcel are subject to a Zoning Modification Application (ZMOD-2025-0038) filed with the Loudoun County Department of Planning and Zoning to permit data center use on the parcels under the Loudoun County Zoning Ordinance. The current zoning classification for both parcels is PD-IP (Planned Development – Industrial Park). Approval of ZMOD-2025-0038 is anticipated at the October 2025 meeting of the Loudoun County Board of Supervisors. The development of the Campus is conditioned upon receipt of such zoning approval, together with all other necessary governmental permits and approvals.

F. Utility Infrastructure. A dedicated 230kV/34.5kV electrical substation is to be constructed on the Meridian Parcel by Vantage Power Cooperative ("VPC"), a Virginia electric cooperative, to serve the Campus. Upon completion of construction, the substation and associated equipment will be owned and operated by VPC. The terms and conditions governing the substation are set forth in a separate Substation Easement Agreement between Stonebridge Campus Holdings LLC and VPC, and a separate Line Extension Funding Agreement between the same parties, each to be recorded in the land records of Loudoun County, Virginia. Utility power to the Campus will be supplied under a Large Load Service Agreement ("LLSA") between Stonebridge Campus Holdings LLC and VPC (Service Application No. LSA-2025-0091) for 120 megavolt-amperes ("MVA") of contracted demand, corresponding to 96 MW of critical IT load plus mechanical and site overhead loads. The line extension contribution from Ironhaven Data Centers LLC (through the Declarant) to VPC under the Line Extension Funding Agreement is Eighteen Million Five Hundred Thousand Dollars ($18,500,000.00), and the infrastructure improvements are to be constructed by VPC's designated contractor. The easements established in this Agreement are intended to complement, and shall not supersede or modify, the separate Substation Easement Agreement in favor of VPC.

G. Intent. The Declarant desires to establish permanent, reciprocal easements across and between the Stonebridge Parcel and the Meridian Parcel to ensure unified vehicular and pedestrian access, utility service (including electrical, water, sewer, telecommunications, and natural gas), stormwater conveyance, and infrastructure connectivity for the benefit of both parcels and the Campus as a whole. These easements are established to run with the land in perpetuity, binding upon and inuring to the benefit of the Declarant and all future owners, successors, and assigns of each Parcel.

NOW, THEREFORE, in consideration of the foregoing recitals, which are hereby incorporated as substantive terms of this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Declarant hereby declares, covenants, and agrees as follows:

ARTICLE 1 — DEFINITIONS

Section 1.1 — Defined Terms. As used in this Agreement, the following terms shall have the meanings set forth below. Capitalized terms used but not otherwise defined in this Agreement shall have the meanings ascribed to them in the Recitals above.

(a) "Agreement" means this Cross-Access and Utility Easement Agreement, including all exhibits attached hereto and incorporated herein by reference, as the same may be amended, supplemented, or modified from time to time in accordance with the terms hereof.

(b) "Benefited Parcel" means, with respect to any easement granted herein, the Parcel that is benefited by such easement, as the context may require.

(c) "Burdened Parcel" means, with respect to any easement granted herein, the Parcel upon which such easement is imposed and which is burdened thereby, as the context may require.

(d) "Campus" or "Stonebridge Campus" means the Stonebridge Data Center Campus, comprising the Stonebridge Parcel and the Meridian Parcel, together with all improvements now or hereafter constructed thereon, and all appurtenances thereto.

(e) "Campus Improvements" means all buildings, structures, utility systems (including the central utility plant, generators, switchgear, and transformers), roadways, parking areas and structures, stormwater management facilities, the electrical substation, fencing, gates, signage, landscaping, and all other improvements of every kind and nature now or hereafter constructed, installed, or located on either Parcel as part of the Campus.

(f) "Common Access Areas" means those portions of each Parcel designated on the Easement Plat attached hereto as Exhibit B for vehicular and pedestrian access, including without limitation internal campus roadways, fire lanes, loading areas, driveways, turnaround areas, and pedestrian walkways and sidewalks connecting the two Parcels.

(g) "Construction Loan Agreement" means the Construction Loan Agreement dated as of the Effective Date among the Declarant, as borrower, and Summit National Bank, N.A. as Administrative Agent, Cascade Commercial Lending Corp., and Harborview Trust Company, as lenders, providing for a senior secured construction loan in the original principal amount of Three Hundred Ninety Million Dollars ($390,000,000.00).

(h) "Declarant" means Stonebridge Campus Holdings LLC, a Virginia limited liability company, and its successors and assigns as the owner of both Parcels or, if the Parcels are subsequently held under separate ownership, the entity that executed this Agreement in its capacity as Declarant.

(i) "Deed of Trust" means the Deed of Trust, Assignment of Leases and Rents, and Security Agreement dated as of the Effective Date, executed by the Declarant for the benefit of Summit National Bank, N.A. as Administrative Agent, encumbering both the Stonebridge Parcel and the Meridian Parcel and securing the Construction Loan.

(j) "Effective Date" means the date first written above, which is intended to be September 15, 2025, concurrent with the settlement and closing of the acquisition of both Parcels.

(k) "EPC Agreement" means the Design-Build Engineering, Procurement, and Construction Agreement between the Declarant and the EPC Contractor, with a guaranteed maximum price of Four Hundred Twelve Million Dollars ($412,000,000.00), for the design and construction of the Campus Improvements.

(l) "EPC Contractor" means Titan-McAllister Construction Group, LLC, a Maryland limited liability company, the design-build contractor for the Campus, and its subcontractors, suppliers, and agents.

(m) "Lender" means Summit National Bank, N.A. in its capacity as Administrative Agent, and each co-lender (Cascade Commercial Lending Corp. and Harborview Trust Company) under the Construction Loan Agreement, and their respective successors and assigns, and any subsequent lender holding a first-priority lien on either Parcel.

(n) "LLSA" means the Large Load Service Agreement between Stonebridge Campus Holdings LLC and VPC (Service Application No. LSA-2025-0091) for 120 MVA of contracted demand.

(o) "Meridian Parcel" means the parcel of real property consisting of approximately 19.4 acres located in Loudoun County, Virginia, as more particularly described by metes and bounds in Exhibit A-2 attached hereto and incorporated herein by reference, identified on the Loudoun County tax maps as Tax Map Reference /95-4A-2///.

(p) "Owner" means, with respect to any Parcel, the then-current holder of fee simple title to such Parcel, including any successor or assign; initially, Stonebridge Campus Holdings LLC as to both the Stonebridge Parcel and the Meridian Parcel.

(q) "Parcels" means, collectively, the Stonebridge Parcel and the Meridian Parcel; individually, each is referred to as a "Parcel."

(r) "Permitted Exceptions" means the title exceptions approved or deemed approved by the Owner and Lender, as identified in the title commitments issued by Fidelitas Title & Escrow, Inc. (underwritten by Sovereign Title Insurance Company) with effective dates of April 3, 2025 (for the Stonebridge Parcel) and April 10, 2025 (for the Meridian Parcel), copies of which are on file with counsel to the Declarant.

(s) "Stonebridge Parcel" means the parcel of real property consisting of approximately 62.0 acres located in Loudoun County, Virginia, as more particularly described by metes and bounds in Exhibit A-1 attached hereto and incorporated herein by reference, identified on the Loudoun County tax maps as Tax Map Reference /95-4A-1///.

(t) "Substation Area" means the designated area on the Meridian Parcel that is subject to a separate Substation Easement Agreement in favor of VPC, as depicted on the Easement Plat (Exhibit B) by cross-hatching.

(u) "Substantial Completion" has the meaning ascribed thereto in the EPC Agreement.

(v) "Utility Systems" means all electric lines, cables, conduits, conduit banks, switchgear, transformers, and related electrical infrastructure; all water mains, pipes, valves, hydrants, and related water infrastructure; all sanitary sewer lines, force mains, manholes, and related sewer infrastructure; all stormwater conveyance pipes, culverts, channels, detention and retention facilities, and related stormwater infrastructure; all telecommunications lines, cables, conduits, fiber optic cables (both dark and lit), manholes, vaults, splice enclosures, and related telecommunications infrastructure; all natural gas lines, meters, regulators, and related gas infrastructure; and all other utility lines, conduits, pipes, cables, equipment, and related infrastructure of every kind and nature serving the Campus, whether now existing or hereafter installed.

(w) "VPC" means Vantage Power Cooperative, a Virginia electric cooperative organized under the Virginia Electric Cooperative Act (Virginia Code § 56-209 et seq.), the electric utility serving the Campus.

Section 1.2 — Rules of Construction. In this Agreement, except as otherwise expressly provided or unless the context otherwise requires:

(a) This Agreement shall be governed by, construed, and enforced in accordance with the laws of the Commonwealth of Virginia, without regard to its conflict of laws principles.

(b) References to any statute, law, ordinance, or regulation include all amendments, re-enactments, replacements, and successor provisions thereto.

(c) References to any exhibit, schedule, section, article, or other subdivision of this Agreement refer to the exhibits, schedules, sections, articles, and other subdivisions of this Agreement as originally executed, or as the same may be amended from time to time in accordance with the terms hereof. All exhibits attached hereto are incorporated herein by this reference and made a part of this Agreement.

(d) The headings, captions, and titles of the articles, sections, and subsections of this Agreement are inserted for convenience of reference only and shall not be deemed to be a part of this Agreement or to affect the meaning, construction, or interpretation of any provision hereof.

(e) Words importing the singular include the plural and vice versa. Words importing any gender include all genders. The terms "include," "including," and similar terms shall be construed as if followed by the phrase "without limitation."

(f) The terms "herein," "hereof," "hereunder," "hereby," and similar terms refer to this Agreement as a whole and not to any particular article, section, or other subdivision hereof.

(g) References to "days" mean calendar days unless expressly stated as "business days." A "business day" means any day other than a Saturday, Sunday, or a day on which commercial banks in Loudoun County, Virginia are authorized or required to be closed.

(h) The Recitals set forth above are incorporated herein by reference and shall be deemed substantive provisions of this Agreement.

ARTICLE 2 — GRANT OF ACCESS EASEMENTS

Section 2.1 — Reciprocal Vehicular and Pedestrian Access Easement. The Declarant, as the fee simple owner of both the Stonebridge Parcel and the Meridian Parcel, hereby grants, declares, and establishes a perpetual, non-exclusive, reciprocal easement for vehicular and pedestrian ingress and egress over, across, upon, and through the Common Access Areas of each Parcel for the benefit of the other Parcel (the "Access Easement"). The Access Easement shall constitute an easement appurtenant, shall run with the land, and shall benefit and burden the Stonebridge Parcel and the Meridian Parcel and their respective Owners, successors, and assigns in perpetuity.

The Access Easement shall include, without limitation, the right of vehicular and pedestrian ingress and egress by the following parties: (i) the Owner of the Benefited Parcel; (ii) the tenants, subtenants, licensees, and occupants of the Benefited Parcel and their respective employees, agents, customers, and invitees; (iii) contractors, subcontractors, and construction workers, including without limitation the EPC Contractor, Titan-McAllister Construction Group, LLC, and its subcontractors and agents during the construction of the Campus; (iv) service providers engaged in the maintenance, repair, and operation of the Campus or any portion thereof; (v) utility providers, including without limitation VPC, telecommunications carriers, water and sewer authorities, and natural gas providers; (vi) emergency vehicles, including fire apparatus, ambulances, and law enforcement vehicles; and (vii) delivery and shipping vehicles, including tractor-trailer combinations, serving the Campus.

Given the mission-critical nature of data center operations, the Access Easement shall be available for use twenty-four (24) hours per day, seven (7) days per week, three hundred sixty-five (365) days per year, without interruption, except as may be temporarily and reasonably required for maintenance, repair, or emergency conditions, in which case the Owner of the Burdened Parcel shall use commercially reasonable efforts to minimize any disruption and to provide reasonable alternative access during such periods.

Section 2.2 — Construction Access Easement. In addition to the perpetual Access Easement established in Section 2.1, the Declarant hereby grants, declares, and establishes a temporary, non-exclusive easement (the "Construction Access Easement") across both the Stonebridge Parcel and the Meridian Parcel for purposes of construction staging, material storage and laydown, heavy equipment routing, crane placement and operation, temporary construction office placement, construction worker parking, and construction vehicular traffic during the construction period for the Campus.

The construction period is anticipated to commence on or about November 1, 2025 (the projected date of Notice to Proceed under the EPC Agreement), and to continue through Substantial Completion of the final building phase (anticipated Substantial Completion of Buildings B, C, and D by November 1, 2027). The Construction Access Easement shall terminate upon the later of (i) Substantial Completion of all Campus Improvements under the EPC Agreement or (ii) the date on which all construction staging areas and temporary improvements have been removed and the affected portions of the Parcels have been restored. All construction activities conducted pursuant to this Construction Access Easement shall be coordinated with the EPC Agreement (with a guaranteed maximum price of $412,000,000.00) and with the Declarant's owner's representative, Kestrel Infrastructure Advisors, LLC (contact: Diane Prescott, Senior Project Director).

Upon completion of construction activities on any portion of the easement area utilized for construction staging or laydown, the party conducting such activities shall promptly restore the affected surface and any disturbed improvements to substantially their pre-construction condition, including without limitation re-grading, re-paving, re-seeding, re-landscaping, and removal of all debris, equipment, and temporary structures. All restoration work shall be completed within sixty (60) days following the cessation of construction activities in the applicable area, subject to extension for weather-related delays.

Section 2.3 — Emergency Access Easement. The Declarant hereby grants, declares, and establishes a perpetual, non-exclusive easement (the "Emergency Access Easement") across both the Stonebridge Parcel and the Meridian Parcel for emergency vehicle access, including without limitation access by fire apparatus, emergency medical services vehicles, law enforcement vehicles, and hazardous materials response vehicles.

The Emergency Access Easement shall encompass all designated fire lanes, emergency vehicle access routes, and turnaround areas on both Parcels, as depicted on the Easement Plat (Exhibit B). All fire lanes shall be designed, constructed, and maintained in accordance with the requirements of the Loudoun County Fire marshal, the Virginia Statewide Fire Prevention Code (Virginia Code § 27-94 et seq.), and all applicable building codes and fire codes, including without limitation the International Fire Code as adopted by Loudoun County. Fire lane dimensions shall comply with Loudoun County requirements for minimum width (not less than twenty (20) feet of unobstructed width for two-way traffic), minimum vertical clearance (not less than thirteen feet six inches (13'-6")), turning radii sufficient for aerial apparatus, and weight-bearing capacity sufficient for fire apparatus loads.

No Owner shall, at any time, permit any vehicle, structure, fence, gate, bollard, landscaping, debris, equipment, or other obstruction to be placed, parked, stored, or maintained within any designated fire lane or emergency access route, except for security gates or barriers that are equipped with emergency access provisions (such as Knox box key vaults or Opticom-compatible signal devices) approved by the Loudoun County Fire marshal.

Section 2.4 — Location and Depiction. The Common Access Areas, construction staging areas, and emergency access routes described in Sections 2.1 through 2.3 are depicted on the Easement Plat attached hereto as Exhibit B, which was prepared by Lumen Ridge Engineering, PLLC (Carlos Esteban, PE, Virginia Registration No. 0402-048712), the civil and site design engineer of record for the Campus.

The Declarant reserves the right to relocate the Common Access Areas and emergency access routes from time to time upon reasonable prior notice to the Owner of the Benefited Parcel (if the Parcels are then separately owned) and to the Lender, provided that:

(a) the relocated access areas provide substantially equivalent vehicular and pedestrian access to and from each Parcel and to and from public rights-of-way;

(b) the relocation does not materially impair the ability of either Parcel to function as part of the integrated Campus;

(d) the Lender has consented to the relocation in writing; and

(e) the relocating party bears all costs associated with the relocation, including without limitation re-construction of roadways, re-surveying, preparation and recordation of an amended easement plat, and any required governmental approvals.

Any relocation of access easement areas shall be documented by a written amendment to this Agreement and a revised easement plat, each of which shall be recorded in the land records of Loudoun County, Virginia.

ARTICLE 3 — GRANT OF UTILITY EASEMENTS

Section 3.1 — Reciprocal Utility Easement. The Declarant hereby grants, declares, and establishes a perpetual, non-exclusive, reciprocal easement (the "Utility Easement") across each Parcel for the installation, construction, operation, maintenance, repair, replacement, upgrade, and removal of Utility Systems serving the Campus. The Utility Easement shall constitute an easement appurtenant, shall run with the land, and shall benefit and burden the Stonebridge Parcel and the Meridian Parcel and their respective Owners, successors, and assigns in perpetuity.

The Utility Systems specifically included within the scope of the Utility Easement are as follows:

(a) Electrical. High-voltage and medium-voltage electrical distribution lines, cables, and conduit banks extending from the dedicated 230kV/34.5kV substation located on the Meridian Parcel to each of the four data center buildings (Buildings A, B, C, and D) and to the central utility plant, each located on the Stonebridge Parcel. This includes without limitation switchgear, pad-mounted transformers, unit substations, junction boxes, pull boxes, cable trays, ground grids, and all appurtenant electrical infrastructure. The electrical distribution system is designed to deliver power from the VPC-owned substation on the Meridian Parcel across the parcel boundary to the switchgear rooms and transformer yards on the Stonebridge Parcel.

(b) Telecommunications and Fiber Optic. Dark fiber, lit fiber, and telecommunications conduit connecting the data center buildings, the central utility plant, carrier meet-me rooms, and network points of presence across both Parcels, including without limitation multiple diverse-pathway routing for redundancy purposes. This includes all manholes, handholes, vaults, splice enclosures, patch panels, conduit (both innerduct and outerduct), and related telecommunications infrastructure. The telecommunications infrastructure is designed to support carrier-neutral connectivity with diverse physical paths between the two Parcels.

(c) Water and Fire Suppression. Domestic water supply lines, fire suppression water mains, fire hydrants, post-indicator valves, check valves, backflow preventers, and all related water infrastructure crossing the parcel boundary between the Stonebridge Parcel and the Meridian Parcel. The fire suppression system is designed to serve all buildings on both Parcels from a common water main connected to the Loudoun Water system.

(d) Sanitary Sewer. Sanitary sewer lines, force mains, manholes, cleanouts, grease interceptors (if applicable), and all related sanitary sewer infrastructure crossing the parcel boundary. Sanitary sewer service is provided by Loudoun Water, and all installations shall comply with Loudoun Water's standards and specifications.

(e) Stormwater. Stormwater conveyance pipes, culverts, channels, ditches, swales, detention and retention facilities, water quality treatment devices, and all related stormwater management infrastructure crossing the parcel boundary or serving drainage areas spanning both Parcels. The stormwater management system is designed as an integrated campus-wide system. This Utility Easement is cross-referenced with, and is supplementary to, the separate Stormwater Management Facility Easement and Maintenance Agreement to be recorded in the land records of Loudoun County, Virginia.

(f) Natural Gas. Natural gas lines, meters, regulators, valves, and all related gas infrastructure serving backup generator systems on each Parcel. Each data center building is designed with a 2N diesel generator configuration as included within the EPC guaranteed maximum price scope; natural gas lines may be installed for supplemental or alternative fuel supply as the Declarant may determine.

(g) Other. Any other utility lines, conduits, pipes, cables, equipment, and infrastructure of whatever kind or nature that may be required to serve the Campus now or in the future, including without limitation compressed air lines, chilled water and condenser water piping extending from the central utility plant, building management system communication cables, and security infrastructure cabling.

Section 3.2 — Utility Easement Corridors. The utility easement corridors within which the Utility Systems described in Section 3.1 are to be installed, or within which they are permitted to be installed, are depicted on the Easement Plat attached hereto as Exhibit B and on the Utility Plan attached hereto as Exhibit C, each prepared by Lumen Ridge Engineering, PLLC (Carlos Esteban, PE).

The minimum widths of the utility easement corridors shall be as follows:

(a) Underground utilities (including electrical conduit banks, telecommunications conduit, water mains, sewer lines, stormwater pipes, and gas lines): a minimum corridor width of twenty (20) feet, centered on the utility line or conduit bank, unless otherwise depicted on Exhibit B or Exhibit C.

(b) Overhead transmission lines (if any): a minimum corridor width of thirty (30) feet, centered on the transmission line, with vertical clearance as required by the National Electrical Safety Code (NESC) and VPC's specifications.

Depth requirements for underground utility installations shall comply with the applicable standards of Loudoun County, the Virginia Department of Transportation (to the extent applicable), Loudoun Water, VPC, and all other governing authorities. Minimum cover depths shall be no less than those specified in the applicable utility provider's standards and the Loudoun County Facilities Standards Manual.

Section 3.3 — Electrical Distribution from Substation. Without limiting the generality of the Utility Easement granted in Section 3.1, the Declarant hereby grants, declares, and establishes a specific perpetual, non-exclusive easement (the "Electrical Distribution Easement") for the installation, construction, operation, maintenance, repair, replacement, upgrade, and removal of electrical distribution lines, cables, conduit banks, switchgear, transformers, and all related electrical infrastructure extending from the VPC-owned 230kV/34.5kV substation on the Meridian Parcel, across the Meridian Parcel, across the boundary between the Meridian Parcel and the Stonebridge Parcel, and onto the Stonebridge Parcel, to serve Buildings A, B, C, and D and the central utility plant on the Stonebridge Parcel.

The contracted utility demand under the LLSA with VPC is 120 MVA (corresponding to 96 MW of critical IT load plus mechanical systems and site infrastructure overhead loads). The electrical distribution infrastructure is a critical component of the Campus and must remain continuously operational to support the mission-critical data center operations on both Parcels.

This Electrical Distribution Easement is in addition to, and does not supersede, limit, or modify, the separate Substation Easement Agreement between Stonebridge Campus Holdings LLC and VPC, which governs the Substation Area on the Meridian Parcel. In the event of any conflict or inconsistency between the terms of this Agreement and the terms of the Substation Easement Agreement with respect to the Substation Area, the terms of the Substation Easement Agreement shall control.

The line extension contribution of Eighteen Million Five Hundred Thousand Dollars ($18,500,000.00) from Ironhaven Data Centers LLC (through the Declarant) to VPC under the Line Extension Funding Agreement is acknowledged. All substation and line extension infrastructure is to be constructed by VPC's designated contractor in accordance with VPC's specifications and standards. Following completion of construction and energization, the substation and related equipment within the Substation Area shall be owned, operated, and maintained by VPC.

Section 3.4 — Telecommunications Pathway Easement. Without limiting the generality of the Utility Easement granted in Section 3.1, the Declarant hereby grants, declares, and establishes a specific perpetual, non-exclusive easement (the "Telecommunications Pathway Easement") for the installation, construction, operation, maintenance, repair, replacement, upgrade, and removal of diverse-path fiber optic and telecommunications conduit connecting both the Stonebridge Parcel and the Meridian Parcel.

The Telecommunications Pathway Easement shall include a minimum of two (2) physically separated conduit pathways between the Parcels, routed along different physical routes to ensure redundancy and to minimize the risk of a single point of failure affecting telecommunications connectivity to the Campus. The specific routing of the two diverse paths is depicted on the Utility Plan (Exhibit C).

Any telecommunications carrier, internet service provider, content delivery network, or other communications provider engaged by the Owner of either Parcel or by any tenant, licensee, or occupant of either Parcel shall have the right, subject to the prior written approval of the Owner of the Burdened Parcel (which approval shall not be unreasonably withheld, conditioned, or delayed), to install telecommunications facilities, including fiber optic cables, conduit, and related equipment, within the designated telecommunications easement corridors depicted on Exhibit B and Exhibit C. Such installations shall be performed at the expense of the installing carrier or provider, shall comply with all applicable laws and regulations, and shall not unreasonably interfere with the use of the easement corridors by other carriers or providers or by the Owner.

Section 3.5 — Right to Install, Maintain, and Repair. The Owner of the Benefited Parcel, and its designated agents, contractors, employees, and utility providers (including, without limitation, VPC, Loudoun Water, and any telecommunications carriers), shall have the right at all reasonable times to enter upon the Burdened Parcel within the designated utility easement corridors for the purpose of installing, constructing, inspecting, testing, maintaining, repairing, replacing, upgrading, relocating (to the extent permitted herein), and removing Utility Systems within such corridors.

Except in the case of an emergency (including, without limitation, a utility outage, water main break, gas leak, electrical fault, or any condition posing an imminent threat to life, safety, or the continued operation of data center systems), the party seeking to enter the Burdened Parcel shall provide reasonable advance written notice to the Owner of the Burdened Parcel. Such notice shall describe the nature and scope of the proposed work, the anticipated duration of the work, and the areas of the Burdened Parcel that will be affected. In the case of routine maintenance and inspection, a minimum of five (5) business days' advance notice shall be provided. In the case of non-emergency repair or replacement work, a minimum of ten (10) business days' advance notice shall be provided. In the case of an emergency, notice shall be provided as soon as practicable, but in no event later than twenty-four (24) hours after the commencement of emergency work.

Following the completion of any work performed pursuant to this Section 3.5, the party performing such work shall promptly restore the surface and any improvements on the Burdened Parcel that were disturbed during the work to substantially their pre-entry condition, including without limitation the restoration of pavement, curbing, sidewalks, landscaping, fencing, and any other improvements. Such restoration shall be completed within a reasonable time, not to exceed thirty (30) days following completion of the utility work, subject to extension for weather-related delays and delays caused by the availability of materials.

All work performed pursuant to this Section 3.5 shall be performed in compliance with all applicable federal, state, and local laws, regulations, and ordinances, including without limitation the Loudoun County Zoning Ordinance, the Loudoun County Facilities Standards Manual, the Virginia Uniform Statewide Building Code, and all applicable safety standards.

Section 3.6 — Reservation for Future Utility Needs. The Declarant hereby reserves the right, for itself and its successors and assigns as Owner of either Parcel, to designate additional utility easement corridors on either Parcel as may be reasonably necessary for future campus expansion, additional utility capacity, or additional utility services not contemplated as of the Effective Date. Such designation shall be made by written instrument recorded in the land records of Loudoun County, Virginia, and shall be subject to the following conditions:

(a) the additional utility easement corridor shall not materially interfere with existing Campus Improvements or with the existing operations of any data center building on either Parcel;

(b) the Owner of the other Parcel (if the Parcels are then separately owned) shall be given reasonable advance written notice and an opportunity to comment on the proposed location;

(d) the designating party shall bear all costs associated with the establishment of the additional corridor, including surveying, preparation of amended exhibits, and recordation fees.

ARTICLE 4 — GRANT OF INFRASTRUCTURE AND SHARED FACILITIES EASEMENTS

Section 4.1 — Central Utility Plant Easement. The central utility plant for the Campus is to be constructed on the Stonebridge Parcel. The central utility plant is designed to provide chilled water, condenser water, and other central mechanical plant services to all data center buildings on the Campus. The Declarant hereby grants, declares, and establishes a perpetual, non-exclusive easement (the "Central Utility Plant Easement") over and across the Stonebridge Parcel for the benefit of the Meridian Parcel, for the distribution of chilled water, condenser water, and other central plant services (via underground piping and appurtenant infrastructure) from the central utility plant on the Stonebridge Parcel to any current or future improvements on the Meridian Parcel beyond the electrical substation.

This Central Utility Plant Easement includes the right to install, operate, maintain, repair, replace, and remove chilled water supply and return piping, condenser water supply and return piping, and all related mechanical infrastructure within the designated easement corridors depicted on Exhibit B and Exhibit C. The corridor dimensions and routing for central plant piping shall be as shown on Exhibit C.

If the Meridian Parcel is subsequently developed to include improvements (beyond the VPC-owned substation) that require central plant services, the Owner of the Meridian Parcel shall be entitled to connect to the central utility plant on the Stonebridge Parcel pursuant to this easement, subject to capacity availability and such connection charges and operating cost allocations as may be agreed upon by the Owners at that time.

Section 4.2 — Stormwater Conveyance Easement. The Declarant hereby grants, declares, and establishes a perpetual, non-exclusive, reciprocal easement (the "Stormwater Conveyance Easement") across both the Stonebridge Parcel and the Meridian Parcel for the conveyance of stormwater runoff across the parcel boundary, including without limitation the passage of stormwater through detention and retention facilities, stormwater management ponds, bioretention areas, underground storage systems, water quality devices, and related stormwater infrastructure that may be located on either Parcel.

The stormwater management system for the Campus has been designed as an integrated system spanning both Parcels, with drainage areas that may cross the parcel boundary. This Stormwater Conveyance Easement is intended to ensure the unimpeded flow of stormwater across both Parcels in accordance with the approved stormwater management plan for the Campus.

This Stormwater Conveyance Easement is supplementary to, and is cross-referenced with, the separate Stormwater Management Facility Easement and Maintenance Agreement to be recorded in the land records of Loudoun County, Virginia (the "Stormwater FEMA"), which sets forth additional terms and conditions governing the maintenance, inspection, and operation of stormwater management facilities on the Campus. In the event of any conflict between this Section 4.2 and the Stormwater FEMA with respect to stormwater facilities, the terms of the Stormwater FEMA shall control.

All stormwater management facilities on both Parcels shall be designed, constructed, operated, and maintained in compliance with the Loudoun County stormwater management ordinance (Loudoun County Codified Ordinances, Chapter 1096), the Virginia Stormwater Management Program (VSMP) permit requirements (9VAC25-870 et seq.), and all conditions of any stormwater management permit issued for the Campus.

Section 4.3 — Signage and Wayfinding Easement. The Declarant hereby grants, declares, and establishes a perpetual, non-exclusive easement (the "Signage and Wayfinding Easement") across both the Stonebridge Parcel and the Meridian Parcel for the installation, maintenance, repair, replacement, illumination, and removal of campus identification signage, directional signage, wayfinding markers, address markers, and security signage on both Parcels.

The Signage and Wayfinding Easement is intended to ensure a unified, campus-wide signage and wayfinding system that facilitates efficient navigation for employees, visitors, contractors, delivery vehicles, and emergency responders across both Parcels. All signage installed pursuant to this easement shall comply with the Loudoun County sign ordinance (Loudoun County Zoning Ordinance, Article 5) and any conditions imposed by the ZMOD approval (ZMOD-2025-0038) or any other applicable governmental approval.

The design, size, illumination, and placement of all signage shall be subject to the approval of the Owner of the Parcel on which such signage is to be installed (which approval shall not be unreasonably withheld, conditioned, or delayed), and shall be consistent with the overall architectural and design standards established for the Campus.

Section 4.4 — Parking and Loading Easement. The Declarant hereby grants, declares, and establishes a perpetual, non-exclusive, reciprocal easement (the "Parking and Loading Easement") across both the Stonebridge Parcel and the Meridian Parcel for the use of structured parking areas, surface parking areas, and loading dock areas located on either Parcel by the users, occupants, employees, contractors, and invitees of the other Parcel.

The structured parking for the Campus is included within the scope of the EPC Agreement (with a guaranteed maximum price of $412,000,000.00). The Parking and Loading Easement is intended to ensure that the parking and loading facilities on the Campus function as integrated campus-wide facilities, regardless of their location on a particular Parcel, and to ensure that all data center buildings on both Parcels have adequate parking and loading access.

The use of parking and loading facilities pursuant to this easement shall be subject to such reasonable rules and regulations as the Owner may establish from time to time for the orderly management of parking and loading operations, including without limitation rules regarding designated parking areas, vehicle size restrictions, speed limits, and hours of loading dock operation.

ARTICLE 5 — TERMS AND CONDITIONS OF EASEMENTS

Section 5.1 — Easements Run with the Land. All easements granted in this Agreement are appurtenant easements and shall run with the land, binding upon and inuring to the benefit of the Stonebridge Parcel and the Meridian Parcel, and their respective Owners, heirs, successors, and assigns, in perpetuity. The Declarant hereby declares that the easements established herein are intended to constitute covenants running with the land under the laws of the Commonwealth of Virginia, including without limitation Virginia Code § 55.1-300 et seq., and that the requirements for the creation and enforcement of covenants running with the land, including privity of estate, intent, and touch and concern, are satisfied by this Agreement. Each easement granted herein touches and concerns both the Benefited Parcel and the Burdened Parcel, as the easements directly affect the physical use, enjoyment, and value of each Parcel.

Section 5.2 — Non-Exclusive Nature. All easements granted in this Agreement are non-exclusive. The Owner of the Burdened Parcel retains the right to use the easement areas located on its Parcel for any purpose that is not inconsistent with, and does not materially interfere with, the easement rights granted herein. Without limiting the foregoing, the Owner of the Burdened Parcel may construct, install, and maintain improvements within the easement areas (other than utility easement corridors and fire lanes), provided that such improvements do not obstruct, impair, or unreasonably interfere with the easement rights granted to the Benefited Parcel.

Section 5.3 — No Interference. Neither the Declarant nor any successor Owner of either Parcel shall construct improvements, install landscaping, park vehicles, store materials or equipment, erect fencing or barriers, or take any other action that would materially obstruct, interfere with, or impair the easement rights granted in this Agreement. Without limiting the generality of the foregoing:

(a) No Owner shall permit any encroachment, structure, equipment, vehicle, or obstruction of any kind to be placed, installed, or maintained within any designated fire lane or emergency access route.

(b) No Owner shall permit any encroachment, structure, permanent landscaping (other than grass or ground cover), equipment, or obstruction to be placed, installed, or maintained within any designated utility easement corridor, except for Utility Systems installed in accordance with this Agreement and pavement crossings over underground utilities.

(c) No Owner shall take any action that would impede or restrict the flow of stormwater through any designated stormwater conveyance easement area.

(d) No Owner shall restrict or limit access to the Common Access Areas during hours of operation or at any other time, except as may be temporarily necessary for maintenance, repair, or emergency conditions, and except for security measures (such as gates, barriers, and access control systems) that do not prevent or unreasonably delay authorized access.

Section 5.4 — Relocation of Easements. Subject to the terms and conditions set forth in this Section, the Owner of the Burdened Parcel may, from time to time, relocate any easement area established in this Agreement (other than the Substation Area, which is governed by the separate Substation Easement Agreement with VPC) to a different location on the Burdened Parcel, provided that all of the following conditions are satisfied:

(a) The relocated easement area provides substantially equivalent access, utility capacity, connectivity, or functionality, as applicable, to the Benefited Parcel as was provided by the original easement area.

(b) The Owner of the Benefited Parcel (if the Parcels are then separately owned) consents in writing to the relocation, which consent shall not be unreasonably withheld, conditioned, or delayed.

(d) The relocating Owner bears all costs and expenses of the relocation, including without limitation the costs of re-routing and re-installing utilities, re-constructing roadways or other improvements, re-surveying, preparation of amended easement plats and legal descriptions, re-recording, and obtaining any required governmental approvals, and the relocated easement area is fully functional before the original easement area is disturbed.

(e) In the case of any relocation affecting the Electrical Distribution Easement from the VPC-owned substation on the Meridian Parcel, VPC shall consent to the relocation in writing, and the relocation shall comply with VPC's engineering standards and specifications.

Any relocation of an easement area pursuant to this Section 5.4 shall be documented by a written amendment to this Agreement and a revised easement plat, each executed by all then-current Owners and consented to by the Lender, and recorded in the land records of Loudoun County, Virginia.

Section 5.5 — Duration. Each easement granted in this Agreement is perpetual and shall remain in full force and effect unless and until terminated by a written instrument executed by all then-current Owners of both the Stonebridge Parcel and the Meridian Parcel and consented to by all Lenders then holding a lien on either Parcel, which written instrument shall be recorded in the land records of Loudoun County, Virginia. No easement granted herein shall be terminated by non-use, abandonment, or merger of title, unless all then-current Owners and all such Lenders have executed a written termination instrument as described in this Section.

ARTICLE 6 — MAINTENANCE AND REPAIR OBLIGATIONS

Section 6.1 — Common Access Areas. So long as both the Stonebridge Parcel and the Meridian Parcel are owned by the same Owner (including the Declarant), the Owner shall be solely responsible for the maintenance, repair, and replacement of all Common Access Areas on both Parcels, including without limitation internal campus roadways, fire lanes, shared parking areas, sidewalks, lighting, curbing, and related improvements.

If the Stonebridge Parcel and the Meridian Parcel are at any time held by different Owners, the maintenance, repair, and replacement costs for the Common Access Areas shall be allocated between the Owners proportionally based on the acreage of each Parcel relative to the total campus acreage, as follows:

Stonebridge Parcel: 76.2% (62.0 acres ÷ 81.4 total acres)

Meridian Parcel: 23.8% (19.4 acres ÷ 81.4 total acres)

The foregoing allocation percentages shall be subject to adjustment in accordance with the Maintenance Cost Allocation Schedule set forth in Exhibit D. Maintenance obligations shall include, without limitation, paving and repaving, restriping, pothole repair, sealcoating, lighting maintenance and bulb or fixture replacement, snow and ice removal, salting and sanding, landscaping maintenance (mowing, trimming, irrigation, mulching, and plant replacement), sweeping, trash removal, and repair of curbing, sidewalks, bollards, and signage within the Common Access Areas.

Each Owner (or, if the Parcels are under common ownership, the Declarant) shall maintain the Common Access Areas in good condition and repair, consistent with the standards of a first-class data center campus in the Ashburn, Virginia area.

Section 6.2 — Utility Systems. Each Owner shall be responsible for the maintenance, repair, replacement, and operation of Utility Systems located within its own Parcel boundaries, except as follows:

(a) If a specific utility line, conduit, pipe, or system located on one Parcel exclusively serves the other Parcel (and does not serve the Parcel on which it is located), the Owner of the served (Benefited) Parcel shall be responsible for the maintenance, repair, and replacement of such utility line, conduit, pipe, or system.

(b) VPC-owned substation equipment, transformers, switchgear, and related electrical infrastructure located within the Substation Area on the Meridian Parcel shall be maintained by VPC pursuant to the terms of the Substation Easement Agreement and the LLSA. Neither Owner shall be responsible for the maintenance or repair of VPC-owned equipment.

(c) Utility lines, conduits, pipes, and systems that cross the boundary between the Stonebridge Parcel and the Meridian Parcel shall be maintained by the Owner of the Parcel primarily served by such infrastructure, or if both Parcels are equally served, the maintenance costs shall be shared in accordance with the proportional allocation set forth in Section 6.1.

All maintenance and repair of Utility Systems shall be performed by qualified contractors, in accordance with applicable industry standards, manufacturer's specifications, and governmental requirements.

Section 6.3 — Shared Cost Mechanism. If the Stonebridge Parcel and the Meridian Parcel are at any time held by different Owners, the shared maintenance costs described in this Article 6 shall be allocated and collected as follows:

(a) Budget. On or before December 1 of each calendar year, the Owner of the Stonebridge Parcel (or such other party as the Owners may designate as the "Managing Owner") shall prepare and deliver to the Owner of the Meridian Parcel a proposed annual budget for shared maintenance costs for the following calendar year. The proposed budget shall include line-item detail for each category of shared cost, together with a summary of actual costs incurred during the current calendar year to date.

(b) Payment. Each Owner shall pay its proportional share of the approved annual budget in equal monthly installments, due on the first day of each month, to the Managing Owner or to such account as the Managing Owner may designate.

(c) Reserve Fund. The Managing Owner shall establish and maintain a shared maintenance reserve fund in an amount not less than ten percent (10%) of the then-current annual shared maintenance budget, to fund unexpected repairs and emergency maintenance. Contributions to the reserve fund shall be included in each Owner's monthly payment.

(d) Reconciliation. On or before March 31 of each calendar year, the Managing Owner shall prepare and deliver to the other Owner an annual reconciliation statement setting forth the actual shared maintenance costs incurred during the preceding calendar year, the amounts paid by each Owner, and any adjustment (credit or additional payment) required. Any underpayment shall be due within thirty (30) days of delivery of the reconciliation statement. Any overpayment shall be credited against the next monthly installment(s) due from the overpaying Owner.

(e) Records. The Managing Owner shall maintain complete and accurate books and records of all shared maintenance costs and reserve fund balances, which shall be available for inspection and audit by the other Owner upon reasonable prior notice.

Section 6.4 — Failure to Maintain — Self-Help. If an Owner fails to perform its maintenance obligations under this Article 6 within thirty (30) days after receipt of written notice from the other Owner specifying the nature of the deficiency and requesting that it be cured (the "Maintenance Cure Period"), or immediately in the case of an emergency condition (defined for purposes of this Section as a condition posing an imminent threat to life, safety, property, or the continued operation of data center systems on either Parcel), the non-defaulting Owner shall have the right, but not the obligation, to enter upon the defaulting Owner's Parcel and perform the required maintenance, repair, or replacement work.

The defaulting Owner shall reimburse the non-defaulting Owner for all reasonable costs and expenses incurred in performing such maintenance, repair, or replacement work within thirty (30) days after receipt of an invoice therefor, together with reasonable supporting documentation. Any amounts not reimbursed within such thirty (30)-day period shall bear interest at the rate of one and one-half percent (1.5%) per month (or the maximum rate permitted by applicable Virginia law, whichever is less), from the date of the invoice until the date of full payment. The non-defaulting Owner's right to recover costs under this Section shall be in addition to, and not in limitation of, any other remedies available under this Agreement or at law or in equity.

ARTICLE 7 — INSURANCE

Section 7.1 — Insurance Requirements. Each Owner shall maintain, or shall cause to be maintained, the following insurance coverages with respect to the Common Access Areas and easement corridors located on its Parcel:

(a) Commercial General Liability Insurance. Comprehensive or commercial general liability insurance covering bodily injury, death, and property damage occurring in or about the Common Access Areas and easement corridors on such Owner's Parcel, with minimum limits of not less than Five Million Dollars ($5,000,000.00) per occurrence and Ten Million Dollars ($10,000,000.00) in the aggregate. Such insurance shall include coverage for contractual liability, products and completed operations liability, and personal and advertising injury liability.

(b) Property Insurance. All-risk property insurance (or its equivalent, such as "special form" coverage) covering Campus Improvements located within easement areas on such Owner's Parcel, in an amount not less than the full replacement cost of such improvements. During the construction period, the Declarant shall maintain (or cause the EPC Contractor to maintain) builder's risk insurance with a policy limit of not less than Four Hundred Twelve Million Dollars ($412,000,000.00), which coverage is currently placed through Great Basin Surety & Insurance Corp. Following issuance of certificates of occupancy for the Campus, the Declarant shall maintain operational property insurance with an aggregate replacement cost coverage target of not less than Six Hundred Million Dollars ($600,000,000.00).

(c) Automobile Liability Insurance. Commercial automobile liability insurance covering owned, non-owned, and hired vehicles used in connection with the maintenance and operation of the Common Access Areas and easement corridors, with minimum limits of not less than Two Million Dollars ($2,000,000.00) combined single limit per occurrence.

(d) Workers' Compensation Insur

CONFIDENTIAL DRAFT — SUBJECT TO REVISION
CROSS-ACCESS AND UTILITY EASEMENT AGREEMENT
Stonebridge Data Center Campus — Loudoun County, Virginia
Parties:
STONEBRIDGE CAMPUS HOLDINGS LLC a Virginia limited liability company
Draft — For Execution on or About September 15, 2025 (Concurrent with Land Closings)
Prepared by:
Calderwood & Harkness LLP 1900 K Street NW, Suite 800 Washington, DC 20006 Matter No. 1043-00002
RECORDING INFORMATION
After recording, return to:
Fidelitas Title & Escrow, Inc. 44121 Harry Byrd Highway, Suite 120 Ashburn, VA 20147
Attention: Recording Department
Tax Map References:
Stonebridge Parcel: Loudoun County Tax Map Ref. /95-4A-1///
Meridian Parcel: Loudoun County Tax Map Ref. /95-4A-2///
This instrument was prepared by and upon recordation should be returned to the address noted above. This document is exempt from the grantor's tax pursuant to Virginia Code § 58.1-811(A)(3) and is exempt from the recordation tax pursuant to Virginia Code § 58.1-803, as it conveys no interest in real property for consideration.
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CROSS-ACCESS AND UTILITY EASEMENT AGREEMENT
THIS CROSS-ACCESS AND UTILITY EASEMENT AGREEMENT (this "Agreement") is made and entered into as of the __ day of September, 2025 (the "Effective Date"), by STONEBRIDGE CAMPUS HOLDINGS LLC, a Virginia limited liability company, whose principal office is at 44680 Prentice Drive, Suite 200, Ashburn, Virginia 20147, care of Ironhaven Data Centers LLC (the "Declarant"), as the sole owner in fee simple of both the Stonebridge Parcel and the Meridian Parcel, each as defined and more particularly described herein.
The Declarant, being the sole owner of both the Stonebridge Parcel and the Meridian Parcel following the concurrent land closings occurring on or about the Effective Date, executes this Agreement to establish permanent, reciprocal easements for the unified development, construction, operation, and maintenance of the Stonebridge Data Center Campus, a ground-up data center campus with approximately 96 megawatts ("MW") of critical information technology load across four data center buildings (designated Buildings A, B, C, and D), a central utility plant, and related infrastructure on approximately 81.4 acres in unincorporated Loudoun County, Virginia. This Agreement is intended to be recorded in the land records of Loudoun County, Virginia, and to run with the land in perpetuity.
RECITALS
A. Ownership of Stonebridge Parcel. Stonebridge Campus Holdings LLC acquired the Stonebridge Parcel, consisting of approximately 62.0 acres, from Blackthorn Realty Group, Inc., a Virginia corporation, pursuant to a Special Warranty Deed dated September 15, 2025 (or such other date as the actual closing may occur), recorded in the land records of Loudoun County, Virginia, at Deed Book __, Page _, Instrument No. ___. The Stonebridge Parcel is identified on the Loudoun County tax maps as Tax Map Reference /95-4A-1/// and is located at the northeast corner of Belmont Ridge Road (Route 659) and Stonebridge Boulevard, Ashburn, Virginia 20148. The purchase price for the Stonebridge Parcel was Fifty-Eight Million Five Hundred Thousand Dollars ($58,500,000.00).
B. Ownership of Meridian Parcel. Stonebridge Campus Holdings LLC acquired the Meridian Parcel, consisting of approximately 19.4 acres, from Meridian Acres LLC, a Virginia limited liability company, pursuant to a Special Warranty Deed dated September 15, 2025 (or such other date as the actual closing may occur), recorded in the land records of Loudoun County, Virginia, at Deed Book __, Page _, Instrument No. ___. The Meridian Parcel is identified on the Loudoun County tax maps as Tax Map Reference /95-4A-2/// and is located adjacent to the Stonebridge Parcel on the east, in Ashburn, Virginia 20148. The purchase price for the Meridian Parcel was Nineteen Million Four Hundred Thousand Dollars ($19,400,000.00).
C. Project and Purpose. The Declarant intends to develop both the Stonebridge Parcel and the Meridian Parcel as a unified data center campus to be known as the "Stonebridge Data Center Campus" or "Stonebridge Campus." The total campus acreage is approximately 81.4 acres (62.0 acres comprising the Stonebridge Parcel plus 19.4 acres comprising the Meridian Parcel). The planned improvements include: (i) four data center buildings (Buildings A, B, C, and D), each approximately 120,000 square feet of shell area and designed for 24 MW of critical IT load per building; (ii) a central utility plant providing chilled water, condenser water, and related mechanical services to the data center buildings; (iii) structured parking; (iv) site civil work including internal campus roadways, fire lanes, landscaping, and stormwater management facilities; and (v) a dedicated 230kV/34.5kV electrical substation to be constructed on the Meridian Parcel. The total gross floor area of the data center buildings is approximately 480,000 square feet. The total critical IT capacity of the Campus at full build-out is 96 MW. The total project budget for the Campus is approximately Six Hundred Million Dollars ($600,000,000.00). In order to achieve the integrated campus design and to ensure efficient operations, the two parcels must function as a single, unified campus with shared vehicular and pedestrian access, shared utility infrastructure, integrated stormwater management, and interconnected telecommunications pathways.
D. Financing Requirements. The development, construction, and initial operation of the Stonebridge Data Center Campus is being financed in part by a Three Hundred Ninety Million Dollar ($390,000,000.00) senior secured construction loan facility (the "Construction Loan") provided by Summit National Bank, N.A. as Administrative Agent, together with Cascade Commercial Lending Corp. and Harborview Trust Company as co-lenders (collectively, the "Lender"), pursuant to a Construction Loan Agreement of even date herewith (the "Construction Loan Agreement"). The Construction Loan is secured by a first-priority Deed of Trust, Assignment of Leases and Rents, and Security Agreement of even date herewith (the "Deed of Trust") encumbering both the Stonebridge Parcel and the Meridian Parcel. As a condition of the Construction Loan closing, the Lender requires the recordation of reciprocal cross-access and utility easements across both parcels to ensure the unified operation of the Campus and to support the Lender's collateral package. Sovereign Title Insurance Company, through Fidelitas Title & Escrow, Inc., is issuing a lender's title insurance policy in the amount of Three Hundred Ninety Million Dollars ($390,000,000.00) in connection with the Construction Loan, and requires the recordation of this Agreement as a condition of issuance of such policy.
E. Zoning and Entitlements. Both the Stonebridge Parcel and the Meridian Parcel are subject to a Zoning Modification Application (ZMOD-2025-0038) filed with the Loudoun County Department of Planning and Zoning to permit data center use on the parcels under the Loudoun County Zoning Ordinance. The current zoning classification for both parcels is PD-IP (Planned Development – Industrial Park). Approval of ZMOD-2025-0038 is anticipated at the October 2025 meeting of the Loudoun County Board of Supervisors. The development of the Campus is conditioned upon receipt of such zoning approval, together with all other necessary governmental permits and approvals.
F. Utility Infrastructure. A dedicated 230kV/34.5kV electrical substation is to be constructed on the Meridian Parcel by Vantage Power Cooperative ("VPC"), a Virginia electric cooperative, to serve the Campus. Upon completion of construction, the substation and associated equipment will be owned and operated by VPC. The terms and conditions governing the substation are set forth in a separate Substation Easement Agreement between Stonebridge Campus Holdings LLC and VPC, and a separate Line Extension Funding Agreement between the same parties, each to be recorded in the land records of Loudoun County, Virginia. Utility power to the Campus will be supplied under a Large Load Service Agreement ("LLSA") between Stonebridge Campus Holdings LLC and VPC (Service Application No. LSA-2025-0091) for 120 megavolt-amperes ("MVA") of contracted demand, corresponding to 96 MW of critical IT load plus mechanical and site overhead loads. The line extension contribution from Ironhaven Data Centers LLC (through the Declarant) to VPC under the Line Extension Funding Agreement is Eighteen Million Five Hundred Thousand Dollars ($18,500,000.00), and the infrastructure improvements are to be constructed by VPC's designated contractor. The easements established in this Agreement are intended to complement, and shall not supersede or modify, the separate Substation Easement Agreement in favor of VPC.
G. Intent. The Declarant desires to establish permanent, reciprocal easements across and between the Stonebridge Parcel and the Meridian Parcel to ensure unified vehicular and pedestrian access, utility service (including electrical, water, sewer, telecommunications, and natural gas), stormwater conveyance, and infrastructure connectivity for the benefit of both parcels and the Campus as a whole. These easements are established to run with the land in perpetuity, binding upon and inuring to the benefit of the Declarant and all future owners, successors, and assigns of each Parcel.
NOW, THEREFORE, in consideration of the foregoing recitals, which are hereby incorporated as substantive terms of this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Declarant hereby declares, covenants, and agrees as follows:
ARTICLE 1 — DEFINITIONS
Section 1.1 — Defined Terms. As used in this Agreement, the following terms shall have the meanings set forth below. Capitalized terms used but not otherwise defined in this Agreement shall have the meanings ascribed to them in the Recitals above.
(a) "Agreement" means this Cross-Access and Utility Easement Agreement, including all exhibits attached hereto and incorporated herein by reference, as the same may be amended, supplemented, or modified from time to time in accordance with the terms hereof.
(b) "Benefited Parcel" means, with respect to any easement granted herein, the Parcel that is benefited by such easement, as the context may require.
(c) "Burdened Parcel" means, with respect to any easement granted herein, the Parcel upon which such easement is imposed and which is burdened thereby, as the context may require.
(d) "Campus" or "Stonebridge Campus" means the Stonebridge Data Center Campus, comprising the Stonebridge Parcel and the Meridian Parcel, together with all improvements now or hereafter constructed thereon, and all appurtenances thereto.
(e) "Campus Improvements" means all buildings, structures, utility systems (including the central utility plant, generators, switchgear, and transformers), roadways, parking areas and structures, stormwater management facilities, the electrical substation, fencing, gates, signage, landscaping, and all other improvements of every kind and nature now or hereafter constructed, installed, or located on either Parcel as part of the Campus.
(f) "Common Access Areas" means those portions of each Parcel designated on the Easement Plat attached hereto as Exhibit B for vehicular and pedestrian access, including without limitation internal campus roadways, fire lanes, loading areas, driveways, turnaround areas, and pedestrian walkways and sidewalks connecting the two Parcels.
(g) "Construction Loan Agreement" means the Construction Loan Agreement dated as of the Effective Date among the Declarant, as borrower, and Summit National Bank, N.A. as Administrative Agent, Cascade Commercial Lending Corp., and Harborview Trust Company, as lenders, providing for a senior secured construction loan in the original principal amount of Three Hundred Ninety Million Dollars ($390,000,000.00).
(h) "Declarant" means Stonebridge Campus Holdings LLC, a Virginia limited liability company, and its successors and assigns as the owner of both Parcels or, if the Parcels are subsequently held under separate ownership, the entity that executed this Agreement in its capacity as Declarant.
(i) "Deed of Trust" means the Deed of Trust, Assignment of Leases and Rents, and Security Agreement dated as of the Effective Date, executed by the Declarant for the benefit of Summit National Bank, N.A. as Administrative Agent, encumbering both the Stonebridge Parcel and the Meridian Parcel and securing the Construction Loan.
(j) "Effective Date" means the date first written above, which is intended to be September 15, 2025, concurrent with the settlement and closing of the acquisition of both Parcels.
(k) "EPC Agreement" means the Design-Build Engineering, Procurement, and Construction Agreement between the Declarant and the EPC Contractor, with a guaranteed maximum price of Four Hundred Twelve Million Dollars ($412,000,000.00), for the design and construction of the Campus Improvements.
(l) "EPC Contractor" means Titan-McAllister Construction Group, LLC, a Maryland limited liability company, the design-build contractor for the Campus, and its subcontractors, suppliers, and agents.
(m) "Lender" means Summit National Bank, N.A. in its capacity as Administrative Agent, and each co-lender (Cascade Commercial Lending Corp. and Harborview Trust Company) under the Construction Loan Agreement, and their respective successors and assigns, and any subsequent lender holding a first-priority lien on either Parcel.
(n) "LLSA" means the Large Load Service Agreement between Stonebridge Campus Holdings LLC and VPC (Service Application No. LSA-2025-0091) for 120 MVA of contracted demand.
(o) "Meridian Parcel" means the parcel of real property consisting of approximately 19.4 acres located in Loudoun County, Virginia, as more particularly described by metes and bounds in Exhibit A-2 attached hereto and incorporated herein by reference, identified on the Loudoun County tax maps as Tax Map Reference /95-4A-2///.
(p) "Owner" means, with respect to any Parcel, the then-current holder of fee simple title to such Parcel, including any successor or assign; initially, Stonebridge Campus Holdings LLC as to both the Stonebridge Parcel and the Meridian Parcel.
(q) "Parcels" means, collectively, the Stonebridge Parcel and the Meridian Parcel; individually, each is referred to as a "Parcel."
(r) "Permitted Exceptions" means the title exceptions approved or deemed approved by the Owner and Lender, as identified in the title commitments issued by Fidelitas Title & Escrow, Inc. (underwritten by Sovereign Title Insurance Company) with effective dates of April 3, 2025 (for the Stonebridge Parcel) and April 10, 2025 (for the Meridian Parcel), copies of which are on file with counsel to the Declarant.
(s) "Stonebridge Parcel" means the parcel of real property consisting of approximately 62.0 acres located in Loudoun County, Virginia, as more particularly described by metes and bounds in Exhibit A-1 attached hereto and incorporated herein by reference, identified on the Loudoun County tax maps as Tax Map Reference /95-4A-1///.
(t) "Substation Area" means the designated area on the Meridian Parcel that is subject to a separate Substation Easement Agreement in favor of VPC, as depicted on the Easement Plat (Exhibit B) by cross-hatching.
(u) "Substantial Completion" has the meaning ascribed thereto in the EPC Agreement.
(v) "Utility Systems" means all electric lines, cables, conduits, conduit banks, switchgear, transformers, and related electrical infrastructure; all water mains, pipes, valves, hydrants, and related water infrastructure; all sanitary sewer lines, force mains, manholes, and related sewer infrastructure; all stormwater conveyance pipes, culverts, channels, detention and retention facilities, and related stormwater infrastructure; all telecommunications lines, cables, conduits, fiber optic cables (both dark and lit), manholes, vaults, splice enclosures, and related telecommunications infrastructure; all natural gas lines, meters, regulators, and related gas infrastructure; and all other utility lines, conduits, pipes, cables, equipment, and related infrastructure of every kind and nature serving the Campus, whether now existing or hereafter installed.
(w) "VPC" means Vantage Power Cooperative, a Virginia electric cooperative organized under the Virginia Electric Cooperative Act (Virginia Code § 56-209 et seq.), the electric utility serving the Campus.
Section 1.2 — Rules of Construction. In this Agreement, except as otherwise expressly provided or unless the context otherwise requires:
(a) This Agreement shall be governed by, construed, and enforced in accordance with the laws of the Commonwealth of Virginia, without regard to its conflict of laws principles.
(b) References to any statute, law, ordinance, or regulation include all amendments, re-enactments, replacements, and successor provisions thereto.
(c) References to any exhibit, schedule, section, article, or other subdivision of this Agreement refer to the exhibits, schedules, sections, articles, and other subdivisions of this Agreement as originally executed, or as the same may be amended from time to time in accordance with the terms hereof. All exhibits attached hereto are incorporated herein by this reference and made a part of this Agreement.
(d) The headings, captions, and titles of the articles, sections, and subsections of this Agreement are inserted for convenience of reference only and shall not be deemed to be a part of this Agreement or to affect the meaning, construction, or interpretation of any provision hereof.
(e) Words importing the singular include the plural and vice versa. Words importing any gender include all genders. The terms "include," "including," and similar terms shall be construed as if followed by the phrase "without limitation."
(f) The terms "herein," "hereof," "hereunder," "hereby," and similar terms refer to this Agreement as a whole and not to any particular article, section, or other subdivision hereof.
(g) References to "days" mean calendar days unless expressly stated as "business days." A "business day" means any day other than a Saturday, Sunday, or a day on which commercial banks in Loudoun County, Virginia are authorized or required to be closed.
(h) The Recitals set forth above are incorporated herein by reference and shall be deemed substantive provisions of this Agreement.
ARTICLE 2 — GRANT OF ACCESS EASEMENTS
Section 2.1 — Reciprocal Vehicular and Pedestrian Access Easement. The Declarant, as the fee simple owner of both the Stonebridge Parcel and the Meridian Parcel, hereby grants, declares, and establishes a perpetual, non-exclusive, reciprocal easement for vehicular and pedestrian ingress and egress over, across, upon, and through the Common Access Areas of each Parcel for the benefit of the other Parcel (the "Access Easement"). The Access Easement shall constitute an easement appurtenant, shall run with the land, and shall benefit and burden the Stonebridge Parcel and the Meridian Parcel and their respective Owners, successors, and assigns in perpetuity.
The Access Easement shall include, without limitation, the right of vehicular and pedestrian ingress and egress by the following parties: (i) the Owner of the Benefited Parcel; (ii) the tenants, subtenants, licensees, and occupants of the Benefited Parcel and their respective employees, agents, customers, and invitees; (iii) contractors, subcontractors, and construction workers, including without limitation the EPC Contractor, Titan-McAllister Construction Group, LLC, and its subcontractors and agents during the construction of the Campus; (iv) service providers engaged in the maintenance, repair, and operation of the Campus or any portion thereof; (v) utility providers, including without limitation VPC, telecommunications carriers, water and sewer authorities, and natural gas providers; (vi) emergency vehicles, including fire apparatus, ambulances, and law enforcement vehicles; and (vii) delivery and shipping vehicles, including tractor-trailer combinations, serving the Campus.
Given the mission-critical nature of data center operations, the Access Easement shall be available for use twenty-four (24) hours per day, seven (7) days per week, three hundred sixty-five (365) days per year, without interruption, except as may be temporarily and reasonably required for maintenance, repair, or emergency conditions, in which case the Owner of the Burdened Parcel shall use commercially reasonable efforts to minimize any disruption and to provide reasonable alternative access during such periods.
Section 2.2 — Construction Access Easement. In addition to the perpetual Access Easement established in Section 2.1, the Declarant hereby grants, declares, and establishes a temporary, non-exclusive easement (the "Construction Access Easement") across both the Stonebridge Parcel and the Meridian Parcel for purposes of construction staging, material storage and laydown, heavy equipment routing, crane placement and operation, temporary construction office placement, construction worker parking, and construction vehicular traffic during the construction period for the Campus.
The construction period is anticipated to commence on or about November 1, 2025 (the projected date of Notice to Proceed under the EPC Agreement), and to continue through Substantial Completion of the final building phase (anticipated Substantial Completion of Buildings B, C, and D by November 1, 2027). The Construction Access Easement shall terminate upon the later of (i) Substantial Completion of all Campus Improvements under the EPC Agreement or (ii) the date on which all construction staging areas and temporary improvements have been removed and the affected portions of the Parcels have been restored. All construction activities conducted pursuant to this Construction Access Easement shall be coordinated with the EPC Agreement (with a guaranteed maximum price of $412,000,000.00) and with the Declarant's owner's representative, Kestrel Infrastructure Advisors, LLC (contact: Diane Prescott, Senior Project Director).
Upon completion of construction activities on any portion of the easement area utilized for construction staging or laydown, the party conducting such activities shall promptly restore the affected surface and any disturbed improvements to substantially their pre-construction condition, including without limitation re-grading, re-paving, re-seeding, re-landscaping, and removal of all debris, equipment, and temporary structures. All restoration work shall be completed within sixty (60) days following the cessation of construction activities in the applicable area, subject to extension for weather-related delays.
Section 2.3 — Emergency Access Easement. The Declarant hereby grants, declares, and establishes a perpetual, non-exclusive easement (the "Emergency Access Easement") across both the Stonebridge Parcel and the Meridian Parcel for emergency vehicle access, including without limitation access by fire apparatus, emergency medical services vehicles, law enforcement vehicles, and hazardous materials response vehicles.
The Emergency Access Easement shall encompass all designated fire lanes, emergency vehicle access routes, and turnaround areas on both Parcels, as depicted on the Easement Plat (Exhibit B). All fire lanes shall be designed, constructed, and maintained in accordance with the requirements of the Loudoun County Fire marshal, the Virginia Statewide Fire Prevention Code (Virginia Code § 27-94 et seq.), and all applicable building codes and fire codes, including without limitation the International Fire Code as adopted by Loudoun County. Fire lane dimensions shall comply with Loudoun County requirements for minimum width (not less than twenty (20) feet of unobstructed width for two-way traffic), minimum vertical clearance (not less than thirteen feet six inches (13'-6")), turning radii sufficient for aerial apparatus, and weight-bearing capacity sufficient for fire apparatus loads.
No Owner shall, at any time, permit any vehicle, structure, fence, gate, bollard, landscaping, debris, equipment, or other obstruction to be placed, parked, stored, or maintained within any designated fire lane or emergency access route, except for security gates or barriers that are equipped with emergency access provisions (such as Knox box key vaults or Opticom-compatible signal devices) approved by the Loudoun County Fire marshal.
Section 2.4 — Location and Depiction. The Common Access Areas, construction staging areas, and emergency access routes described in Sections 2.1 through 2.3 are depicted on the Easement Plat attached hereto as Exhibit B, which was prepared by Lumen Ridge Engineering, PLLC (Carlos Esteban, PE, Virginia Registration No. 0402-048712), the civil and site design engineer of record for the Campus.
The Declarant reserves the right to relocate the Common Access Areas and emergency access routes from time to time upon reasonable prior notice to the Owner of the Benefited Parcel (if the Parcels are then separately owned) and to the Lender, provided that:
(a) the relocated access areas provide substantially equivalent vehicular and pedestrian access to and from each Parcel and to and from public rights-of-way;
(b) the relocation does not materially impair the ability of either Parcel to function as part of the integrated Campus;
(c) the relocation does not violate any applicable fire code, building code, or zoning requirement;
(d) the Lender has consented to the relocation in writing; and
(e) the relocating party bears all costs associated with the relocation, including without limitation re-construction of roadways, re-surveying, preparation and recordation of an amended easement plat, and any required governmental approvals.
Any relocation of access easement areas shall be documented by a written amendment to this Agreement and a revised easement plat, each of which shall be recorded in the land records of Loudoun County, Virginia.
ARTICLE 3 — GRANT OF UTILITY EASEMENTS
Section 3.1 — Reciprocal Utility Easement. The Declarant hereby grants, declares, and establishes a perpetual, non-exclusive, reciprocal easement (the "Utility Easement") across each Parcel for the installation, construction, operation, maintenance, repair, replacement, upgrade, and removal of Utility Systems serving the Campus. The Utility Easement shall constitute an easement appurtenant, shall run with the land, and shall benefit and burden the Stonebridge Parcel and the Meridian Parcel and their respective Owners, successors, and assigns in perpetuity.
The Utility Systems specifically included within the scope of the Utility Easement are as follows:
(a) Electrical. High-voltage and medium-voltage electrical distribution lines, cables, and conduit banks extending from the dedicated 230kV/34.5kV substation located on the Meridian Parcel to each of the four data center buildings (Buildings A, B, C, and D) and to the central utility plant, each located on the Stonebridge Parcel. This includes without limitation switchgear, pad-mounted transformers, unit substations, junction boxes, pull boxes, cable trays, ground grids, and all appurtenant electrical infrastructure. The electrical distribution system is designed to deliver power from the VPC-owned substation on the Meridian Parcel across the parcel boundary to the switchgear rooms and transformer yards on the Stonebridge Parcel.
(b) Telecommunications and Fiber Optic. Dark fiber, lit fiber, and telecommunications conduit connecting the data center buildings, the central utility plant, carrier meet-me rooms, and network points of presence across both Parcels, including without limitation multiple diverse-pathway routing for redundancy purposes. This includes all manholes, handholes, vaults, splice enclosures, patch panels, conduit (both innerduct and outerduct), and related telecommunications infrastructure. The telecommunications infrastructure is designed to support carrier-neutral connectivity with diverse physical paths between the two Parcels.
(c) Water and Fire Suppression. Domestic water supply lines, fire suppression water mains, fire hydrants, post-indicator valves, check valves, backflow preventers, and all related water infrastructure crossing the parcel boundary between the Stonebridge Parcel and the Meridian Parcel. The fire suppression system is designed to serve all buildings on both Parcels from a common water main connected to the Loudoun Water system.
(d) Sanitary Sewer. Sanitary sewer lines, force mains, manholes, cleanouts, grease interceptors (if applicable), and all related sanitary sewer infrastructure crossing the parcel boundary. Sanitary sewer service is provided by Loudoun Water, and all installations shall comply with Loudoun Water's standards and specifications.
(e) Stormwater. Stormwater conveyance pipes, culverts, channels, ditches, swales, detention and retention facilities, water quality treatment devices, and all related stormwater management infrastructure crossing the parcel boundary or serving drainage areas spanning both Parcels. The stormwater management system is designed as an integrated campus-wide system. This Utility Easement is cross-referenced with, and is supplementary to, the separate Stormwater Management Facility Easement and Maintenance Agreement to be recorded in the land records of Loudoun County, Virginia.
(f) Natural Gas. Natural gas lines, meters, regulators, valves, and all related gas infrastructure serving backup generator systems on each Parcel. Each data center building is designed with a 2N diesel generator configuration as included within the EPC guaranteed maximum price scope; natural gas lines may be installed for supplemental or alternative fuel supply as the Declarant may determine.
(g) Other. Any other utility lines, conduits, pipes, cables, equipment, and infrastructure of whatever kind or nature that may be required to serve the Campus now or in the future, including without limitation compressed air lines, chilled water and condenser water piping extending from the central utility plant, building management system communication cables, and security infrastructure cabling.
Section 3.2 — Utility Easement Corridors. The utility easement corridors within which the Utility Systems described in Section 3.1 are to be installed, or within which they are permitted to be installed, are depicted on the Easement Plat attached hereto as Exhibit B and on the Utility Plan attached hereto as Exhibit C, each prepared by Lumen Ridge Engineering, PLLC (Carlos Esteban, PE).
The minimum widths of the utility easement corridors shall be as follows:
(a) Underground utilities (including electrical conduit banks, telecommunications conduit, water mains, sewer lines, stormwater pipes, and gas lines): a minimum corridor width of twenty (20) feet, centered on the utility line or conduit bank, unless otherwise depicted on Exhibit B or Exhibit C.
(b) Overhead transmission lines (if any): a minimum corridor width of thirty (30) feet, centered on the transmission line, with vertical clearance as required by the National Electrical Safety Code (NESC) and VPC's specifications.
Depth requirements for underground utility installations shall comply with the applicable standards of Loudoun County, the Virginia Department of Transportation (to the extent applicable), Loudoun Water, VPC, and all other governing authorities. Minimum cover depths shall be no less than those specified in the applicable utility provider's standards and the Loudoun County Facilities Standards Manual.
Section 3.3 — Electrical Distribution from Substation. Without limiting the generality of the Utility Easement granted in Section 3.1, the Declarant hereby grants, declares, and establishes a specific perpetual, non-exclusive easement (the "Electrical Distribution Easement") for the installation, construction, operation, maintenance, repair, replacement, upgrade, and removal of electrical distribution lines, cables, conduit banks, switchgear, transformers, and all related electrical infrastructure extending from the VPC-owned 230kV/34.5kV substation on the Meridian Parcel, across the Meridian Parcel, across the boundary between the Meridian Parcel and the Stonebridge Parcel, and onto the Stonebridge Parcel, to serve Buildings A, B, C, and D and the central utility plant on the Stonebridge Parcel.
The contracted utility demand under the LLSA with VPC is 120 MVA (corresponding to 96 MW of critical IT load plus mechanical systems and site infrastructure overhead loads). The electrical distribution infrastructure is a critical component of the Campus and must remain continuously operational to support the mission-critical data center operations on both Parcels.
This Electrical Distribution Easement is in addition to, and does not supersede, limit, or modify, the separate Substation Easement Agreement between Stonebridge Campus Holdings LLC and VPC, which governs the Substation Area on the Meridian Parcel. In the event of any conflict or inconsistency between the terms of this Agreement and the terms of the Substation Easement Agreement with respect to the Substation Area, the terms of the Substation Easement Agreement shall control.
The line extension contribution of Eighteen Million Five Hundred Thousand Dollars ($18,500,000.00) from Ironhaven Data Centers LLC (through the Declarant) to VPC under the Line Extension Funding Agreement is acknowledged. All substation and line extension infrastructure is to be constructed by VPC's designated contractor in accordance with VPC's specifications and standards. Following completion of construction and energization, the substation and related equipment within the Substation Area shall be owned, operated, and maintained by VPC.
Section 3.4 — Telecommunications Pathway Easement. Without limiting the generality of the Utility Easement granted in Section 3.1, the Declarant hereby grants, declares, and establishes a specific perpetual, non-exclusive easement (the "Telecommunications Pathway Easement") for the installation, construction, operation, maintenance, repair, replacement, upgrade, and removal of diverse-path fiber optic and telecommunications conduit connecting both the Stonebridge Parcel and the Meridian Parcel.
The Telecommunications Pathway Easement shall include a minimum of two (2) physically separated conduit pathways between the Parcels, routed along different physical routes to ensure redundancy and to minimize the risk of a single point of failure affecting telecommunications connectivity to the Campus. The specific routing of the two diverse paths is depicted on the Utility Plan (Exhibit C).
Any telecommunications carrier, internet service provider, content delivery network, or other communications provider engaged by the Owner of either Parcel or by any tenant, licensee, or occupant of either Parcel shall have the right, subject to the prior written approval of the Owner of the Burdened Parcel (which approval shall not be unreasonably withheld, conditioned, or delayed), to install telecommunications facilities, including fiber optic cables, conduit, and related equipment, within the designated telecommunications easement corridors depicted on Exhibit B and Exhibit C. Such installations shall be performed at the expense of the installing carrier or provider, shall comply with all applicable laws and regulations, and shall not unreasonably interfere with the use of the easement corridors by other carriers or providers or by the Owner.
Section 3.5 — Right to Install, Maintain, and Repair. The Owner of the Benefited Parcel, and its designated agents, contractors, employees, and utility providers (including, without limitation, VPC, Loudoun Water, and any telecommunications carriers), shall have the right at all reasonable times to enter upon the Burdened Parcel within the designated utility easement corridors for the purpose of installing, constructing, inspecting, testing, maintaining, repairing, replacing, upgrading, relocating (to the extent permitted herein), and removing Utility Systems within such corridors.
Except in the case of an emergency (including, without limitation, a utility outage, water main break, gas leak, electrical fault, or any condition posing an imminent threat to life, safety, or the continued operation of data center systems), the party seeking to enter the Burdened Parcel shall provide reasonable advance written notice to the Owner of the Burdened Parcel. Such notice shall describe the nature and scope of the proposed work, the anticipated duration of the work, and the areas of the Burdened Parcel that will be affected. In the case of routine maintenance and inspection, a minimum of five (5) business days' advance notice shall be provided. In the case of non-emergency repair or replacement work, a minimum of ten (10) business days' advance notice shall be provided. In the case of an emergency, notice shall be provided as soon as practicable, but in no event later than twenty-four (24) hours after the commencement of emergency work.
Following the completion of any work performed pursuant to this Section 3.5, the party performing such work shall promptly restore the surface and any improvements on the Burdened Parcel that were disturbed during the work to substantially their pre-entry condition, including without limitation the restoration of pavement, curbing, sidewalks, landscaping, fencing, and any other improvements. Such restoration shall be completed within a reasonable time, not to exceed thirty (30) days following completion of the utility work, subject to extension for weather-related delays and delays caused by the availability of materials.
All work performed pursuant to this Section 3.5 shall be performed in compliance with all applicable federal, state, and local laws, regulations, and ordinances, including without limitation the Loudoun County Zoning Ordinance, the Loudoun County Facilities Standards Manual, the Virginia Uniform Statewide Building Code, and all applicable safety standards.
Section 3.6 — Reservation for Future Utility Needs. The Declarant hereby reserves the right, for itself and its successors and assigns as Owner of either Parcel, to designate additional utility easement corridors on either Parcel as may be reasonably necessary for future campus expansion, additional utility capacity, or additional utility services not contemplated as of the Effective Date. Such designation shall be made by written instrument recorded in the land records of Loudoun County, Virginia, and shall be subject to the following conditions:
(a) the additional utility easement corridor shall not materially interfere with existing Campus Improvements or with the existing operations of any data center building on either Parcel;
(b) the Owner of the other Parcel (if the Parcels are then separately owned) shall be given reasonable advance written notice and an opportunity to comment on the proposed location;
(c) the Lender shall consent to the designation in writing; and
(d) the designating party shall bear all costs associated with the establishment of the additional corridor, including surveying, preparation of amended exhibits, and recordation fees.
ARTICLE 4 — GRANT OF INFRASTRUCTURE AND SHARED FACILITIES EASEMENTS
Section 4.1 — Central Utility Plant Easement. The central utility plant for the Campus is to be constructed on the Stonebridge Parcel. The central utility plant is designed to provide chilled water, condenser water, and other central mechanical plant services to all data center buildings on the Campus. The Declarant hereby grants, declares, and establishes a perpetual, non-exclusive easement (the "Central Utility Plant Easement") over and across the Stonebridge Parcel for the benefit of the Meridian Parcel, for the distribution of chilled water, condenser water, and other central plant services (via underground piping and appurtenant infrastructure) from the central utility plant on the Stonebridge Parcel to any current or future improvements on the Meridian Parcel beyond the electrical substation.
This Central Utility Plant Easement includes the right to install, operate, maintain, repair, replace, and remove chilled water supply and return piping, condenser water supply and return piping, and all related mechanical infrastructure within the designated easement corridors depicted on Exhibit B and Exhibit C. The corridor dimensions and routing for central plant piping shall be as shown on Exhibit C.
If the Meridian Parcel is subsequently developed to include improvements (beyond the VPC-owned substation) that require central plant services, the Owner of the Meridian Parcel shall be entitled to connect to the central utility plant on the Stonebridge Parcel pursuant to this easement, subject to capacity availability and such connection charges and operating cost allocations as may be agreed upon by the Owners at that time.
Section 4.2 — Stormwater Conveyance Easement. The Declarant hereby grants, declares, and establishes a perpetual, non-exclusive, reciprocal easement (the "Stormwater Conveyance Easement") across both the Stonebridge Parcel and the Meridian Parcel for the conveyance of stormwater runoff across the parcel boundary, including without limitation the passage of stormwater through detention and retention facilities, stormwater management ponds, bioretention areas, underground storage systems, water quality devices, and related stormwater infrastructure that may be located on either Parcel.
The stormwater management system for the Campus has been designed as an integrated system spanning both Parcels, with drainage areas that may cross the parcel boundary. This Stormwater Conveyance Easement is intended to ensure the unimpeded flow of stormwater across both Parcels in accordance with the approved stormwater management plan for the Campus.
This Stormwater Conveyance Easement is supplementary to, and is cross-referenced with, the separate Stormwater Management Facility Easement and Maintenance Agreement to be recorded in the land records of Loudoun County, Virginia (the "Stormwater FEMA"), which sets forth additional terms and conditions governing the maintenance, inspection, and operation of stormwater management facilities on the Campus. In the event of any conflict between this Section 4.2 and the Stormwater FEMA with respect to stormwater facilities, the terms of the Stormwater FEMA shall control.
All stormwater management facilities on both Parcels shall be designed, constructed, operated, and maintained in compliance with the Loudoun County stormwater management ordinance (Loudoun County Codified Ordinances, Chapter 1096), the Virginia Stormwater Management Program (VSMP) permit requirements (9VAC25-870 et seq.), and all conditions of any stormwater management permit issued for the Campus.
Section 4.3 — Signage and Wayfinding Easement. The Declarant hereby grants, declares, and establishes a perpetual, non-exclusive easement (the "Signage and Wayfinding Easement") across both the Stonebridge Parcel and the Meridian Parcel for the installation, maintenance, repair, replacement, illumination, and removal of campus identification signage, directional signage, wayfinding markers, address markers, and security signage on both Parcels.
The Signage and Wayfinding Easement is intended to ensure a unified, campus-wide signage and wayfinding system that facilitates efficient navigation for employees, visitors, contractors, delivery vehicles, and emergency responders across both Parcels. All signage installed pursuant to this easement shall comply with the Loudoun County sign ordinance (Loudoun County Zoning Ordinance, Article 5) and any conditions imposed by the ZMOD approval (ZMOD-2025-0038) or any other applicable governmental approval.
The design, size, illumination, and placement of all signage shall be subject to the approval of the Owner of the Parcel on which such signage is to be installed (which approval shall not be unreasonably withheld, conditioned, or delayed), and shall be consistent with the overall architectural and design standards established for the Campus.
Section 4.4 — Parking and Loading Easement. The Declarant hereby grants, declares, and establishes a perpetual, non-exclusive, reciprocal easement (the "Parking and Loading Easement") across both the Stonebridge Parcel and the Meridian Parcel for the use of structured parking areas, surface parking areas, and loading dock areas located on either Parcel by the users, occupants, employees, contractors, and invitees of the other Parcel.
The structured parking for the Campus is included within the scope of the EPC Agreement (with a guaranteed maximum price of $412,000,000.00). The Parking and Loading Easement is intended to ensure that the parking and loading facilities on the Campus function as integrated campus-wide facilities, regardless of their location on a particular Parcel, and to ensure that all data center buildings on both Parcels have adequate parking and loading access.
The use of parking and loading facilities pursuant to this easement shall be subject to such reasonable rules and regulations as the Owner may establish from time to time for the orderly management of parking and loading operations, including without limitation rules regarding designated parking areas, vehicle size restrictions, speed limits, and hours of loading dock operation.
ARTICLE 5 — TERMS AND CONDITIONS OF EASEMENTS
Section 5.1 — Easements Run with the Land. All easements granted in this Agreement are appurtenant easements and shall run with the land, binding upon and inuring to the benefit of the Stonebridge Parcel and the Meridian Parcel, and their respective Owners, heirs, successors, and assigns, in perpetuity. The Declarant hereby declares that the easements established herein are intended to constitute covenants running with the land under the laws of the Commonwealth of Virginia, including without limitation Virginia Code § 55.1-300 et seq., and that the requirements for the creation and enforcement of covenants running with the land, including privity of estate, intent, and touch and concern, are satisfied by this Agreement. Each easement granted herein touches and concerns both the Benefited Parcel and the Burdened Parcel, as the easements directly affect the physical use, enjoyment, and value of each Parcel.
Section 5.2 — Non-Exclusive Nature. All easements granted in this Agreement are non-exclusive. The Owner of the Burdened Parcel retains the right to use the easement areas located on its Parcel for any purpose that is not inconsistent with, and does not materially interfere with, the easement rights granted herein. Without limiting the foregoing, the Owner of the Burdened Parcel may construct, install, and maintain improvements within the easement areas (other than utility easement corridors and fire lanes), provided that such improvements do not obstruct, impair, or unreasonably interfere with the easement rights granted to the Benefited Parcel.
Section 5.3 — No Interference. Neither the Declarant nor any successor Owner of either Parcel shall construct improvements, install landscaping, park vehicles, store materials or equipment, erect fencing or barriers, or take any other action that would materially obstruct, interfere with, or impair the easement rights granted in this Agreement. Without limiting the generality of the foregoing:
(a) No Owner shall permit any encroachment, structure, equipment, vehicle, or obstruction of any kind to be placed, installed, or maintained within any designated fire lane or emergency access route.
(b) No Owner shall permit any encroachment, structure, permanent landscaping (other than grass or ground cover), equipment, or obstruction to be placed, installed, or maintained within any designated utility easement corridor, except for Utility Systems installed in accordance with this Agreement and pavement crossings over underground utilities.
(c) No Owner shall take any action that would impede or restrict the flow of stormwater through any designated stormwater conveyance easement area.
(d) No Owner shall restrict or limit access to the Common Access Areas during hours of operation or at any other time, except as may be temporarily necessary for maintenance, repair, or emergency conditions, and except for security measures (such as gates, barriers, and access control systems) that do not prevent or unreasonably delay authorized access.
Section 5.4 — Relocation of Easements. Subject to the terms and conditions set forth in this Section, the Owner of the Burdened Parcel may, from time to time, relocate any easement area established in this Agreement (other than the Substation Area, which is governed by the separate Substation Easement Agreement with VPC) to a different location on the Burdened Parcel, provided that all of the following conditions are satisfied:
(a) The relocated easement area provides substantially equivalent access, utility capacity, connectivity, or functionality, as applicable, to the Benefited Parcel as was provided by the original easement area.
(b) The Owner of the Benefited Parcel (if the Parcels are then separately owned) consents in writing to the relocation, which consent shall not be unreasonably withheld, conditioned, or delayed.
(c) The Lender consents in writing to the relocation.
(d) The relocating Owner bears all costs and expenses of the relocation, including without limitation the costs of re-routing and re-installing utilities, re-constructing roadways or other improvements, re-surveying, preparation of amended easement plats and legal descriptions, re-recording, and obtaining any required governmental approvals, and the relocated easement area is fully functional before the original easement area is disturbed.
(e) In the case of any relocation affecting the Electrical Distribution Easement from the VPC-owned substation on the Meridian Parcel, VPC shall consent to the relocation in writing, and the relocation shall comply with VPC's engineering standards and specifications.
Any relocation of an easement area pursuant to this Section 5.4 shall be documented by a written amendment to this Agreement and a revised easement plat, each executed by all then-current Owners and consented to by the Lender, and recorded in the land records of Loudoun County, Virginia.
Section 5.5 — Duration. Each easement granted in this Agreement is perpetual and shall remain in full force and effect unless and until terminated by a written instrument executed by all then-current Owners of both the Stonebridge Parcel and the Meridian Parcel and consented to by all Lenders then holding a lien on either Parcel, which written instrument shall be recorded in the land records of Loudoun County, Virginia. No easement granted herein shall be terminated by non-use, abandonment, or merger of title, unless all then-current Owners and all such Lenders have executed a written termination instrument as described in this Section.
ARTICLE 6 — MAINTENANCE AND REPAIR OBLIGATIONS
Section 6.1 — Common Access Areas. So long as both the Stonebridge Parcel and the Meridian Parcel are owned by the same Owner (including the Declarant), the Owner shall be solely responsible for the maintenance, repair, and replacement of all Common Access Areas on both Parcels, including without limitation internal campus roadways, fire lanes, shared parking areas, sidewalks, lighting, curbing, and related improvements.
If the Stonebridge Parcel and the Meridian Parcel are at any time held by different Owners, the maintenance, repair, and replacement costs for the Common Access Areas shall be allocated between the Owners proportionally based on the acreage of each Parcel relative to the total campus acreage, as follows:
Stonebridge Parcel: 76.2% (62.0 acres ÷ 81.4 total acres)
Meridian Parcel: 23.8% (19.4 acres ÷ 81.4 total acres)
The foregoing allocation percentages shall be subject to adjustment in accordance with the Maintenance Cost Allocation Schedule set forth in Exhibit D. Maintenance obligations shall include, without limitation, paving and repaving, restriping, pothole repair, sealcoating, lighting maintenance and bulb or fixture replacement, snow and ice removal, salting and sanding, landscaping maintenance (mowing, trimming, irrigation, mulching, and plant replacement), sweeping, trash removal, and repair of curbing, sidewalks, bollards, and signage within the Common Access Areas.
Each Owner (or, if the Parcels are under common ownership, the Declarant) shall maintain the Common Access Areas in good condition and repair, consistent with the standards of a first-class data center campus in the Ashburn, Virginia area.
Section 6.2 — Utility Systems. Each Owner shall be responsible for the maintenance, repair, replacement, and operation of Utility Systems located within its own Parcel boundaries, except as follows:
(a) If a specific utility line, conduit, pipe, or system located on one Parcel exclusively serves the other Parcel (and does not serve the Parcel on which it is located), the Owner of the served (Benefited) Parcel shall be responsible for the maintenance, repair, and replacement of such utility line, conduit, pipe, or system.
(b) VPC-owned substation equipment, transformers, switchgear, and related electrical infrastructure located within the Substation Area on the Meridian Parcel shall be maintained by VPC pursuant to the terms of the Substation Easement Agreement and the LLSA. Neither Owner shall be responsible for the maintenance or repair of VPC-owned equipment.
(c) Utility lines, conduits, pipes, and systems that cross the boundary between the Stonebridge Parcel and the Meridian Parcel shall be maintained by the Owner of the Parcel primarily served by such infrastructure, or if both Parcels are equally served, the maintenance costs shall be shared in accordance with the proportional allocation set forth in Section 6.1.
All maintenance and repair of Utility Systems shall be performed by qualified contractors, in accordance with applicable industry standards, manufacturer's specifications, and governmental requirements.
Section 6.3 — Shared Cost Mechanism. If the Stonebridge Parcel and the Meridian Parcel are at any time held by different Owners, the shared maintenance costs described in this Article 6 shall be allocated and collected as follows:
(a) Budget. On or before December 1 of each calendar year, the Owner of the Stonebridge Parcel (or such other party as the Owners may designate as the "Managing Owner") shall prepare and deliver to the Owner of the Meridian Parcel a proposed annual budget for shared maintenance costs for the following calendar year. The proposed budget shall include line-item detail for each category of shared cost, together with a summary of actual costs incurred during the current calendar year to date.
(b) Payment. Each Owner shall pay its proportional share of the approved annual budget in equal monthly installments, due on the first day of each month, to the Managing Owner or to such account as the Managing Owner may designate.
(c) Reserve Fund. The Managing Owner shall establish and maintain a shared maintenance reserve fund in an amount not less than ten percent (10%) of the then-current annual shared maintenance budget, to fund unexpected repairs and emergency maintenance. Contributions to the reserve fund shall be included in each Owner's monthly payment.
(d) Reconciliation. On or before March 31 of each calendar year, the Managing Owner shall prepare and deliver to the other Owner an annual reconciliation statement setting forth the actual shared maintenance costs incurred during the preceding calendar year, the amounts paid by each Owner, and any adjustment (credit or additional payment) required. Any underpayment shall be due within thirty (30) days of delivery of the reconciliation statement. Any overpayment shall be credited against the next monthly installment(s) due from the overpaying Owner.
(e) Records. The Managing Owner shall maintain complete and accurate books and records of all shared maintenance costs and reserve fund balances, which shall be available for inspection and audit by the other Owner upon reasonable prior notice.
Section 6.4 — Failure to Maintain — Self-Help. If an Owner fails to perform its maintenance obligations under this Article 6 within thirty (30) days after receipt of written notice from the other Owner specifying the nature of the deficiency and requesting that it be cured (the "Maintenance Cure Period"), or immediately in the case of an emergency condition (defined for purposes of this Section as a condition posing an imminent threat to life, safety, property, or the continued operation of data center systems on either Parcel), the non-defaulting Owner shall have the right, but not the obligation, to enter upon the defaulting Owner's Parcel and perform the required maintenance, repair, or replacement work.
The defaulting Owner shall reimburse the non-defaulting Owner for all reasonable costs and expenses incurred in performing such maintenance, repair, or replacement work within thirty (30) days after receipt of an invoice therefor, together with reasonable supporting documentation. Any amounts not reimbursed within such thirty (30)-day period shall bear interest at the rate of one and one-half percent (1.5%) per month (or the maximum rate permitted by applicable Virginia law, whichever is less), from the date of the invoice until the date of full payment. The non-defaulting Owner's right to recover costs under this Section shall be in addition to, and not in limitation of, any other remedies available under this Agreement or at law or in equity.
ARTICLE 7 — INSURANCE
Section 7.1 — Insurance Requirements. Each Owner shall maintain, or shall cause to be maintained, the following insurance coverages with respect to the Common Access Areas and easement corridors located on its Parcel:
(a) Commercial General Liability Insurance. Comprehensive or commercial general liability insurance covering bodily injury, death, and property damage occurring in or about the Common Access Areas and easement corridors on such Owner's Parcel, with minimum limits of not less than Five Million Dollars ($5,000,000.00) per occurrence and Ten Million Dollars ($10,000,000.00) in the aggregate. Such insurance shall include coverage for contractual liability, products and completed operations liability, and personal and advertising injury liability.
(b) Property Insurance. All-risk property insurance (or its equivalent, such as "special form" coverage) covering Campus Improvements located within easement areas on such Owner's Parcel, in an amount not less than the full replacement cost of such improvements. During the construction period, the Declarant shall maintain (or cause the EPC Contractor to maintain) builder's risk insurance with a policy limit of not less than Four Hundred Twelve Million Dollars ($412,000,000.00), which coverage is currently placed through Great Basin Surety & Insurance Corp. Following issuance of certificates of occupancy for the Campus, the Declarant shall maintain operational property insurance with an aggregate replacement cost coverage target of not less than Six Hundred Million Dollars ($600,000,000.00).
(c) Automobile Liability Insurance. Commercial automobile liability insurance covering owned, non-owned, and hired vehicles used in connection with the maintenance and operation of the Common Access Areas and easement corridors, with minimum limits of not less than Two Million Dollars ($2,000,000.00) combined single limit per occurrence.
(d) Workers' Compensation Insur

CONFIDENTIAL DRAFT — SUBJECT TO REVISION

CROSS-ACCESS AND UTILITY EASEMENT AGREEMENT

RECORDING INFORMATION

CROSS-ACCESS AND UTILITY EASEMENT AGREEMENT

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Record

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