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

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MEMORANDUM

ATTORNEY-CLIENT PRIVILEGED / ATTORNEY WORK PRODUCT NOT FOR DISTRIBUTION OUTSIDE OF CLIENT TEAM

PRIVILEGED AND CONFIDENTIAL — This memorandum is protected by the attorney-client privilege and the work product doctrine. It is intended solely for the use of the addressees identified below and authorized members of the client team. Any unauthorized disclosure, distribution, or copying of this memorandum is strictly prohibited.

DATE: May 19, 2025

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

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

CC: Grace Nakamura, Working Associate, Real Estate Practice Group, Calderwood & Harkness LLP; Leonard Castellano, Executive Vice President — Development, Ironhaven Data Centers LLC

RE: Easement and Declaration Structure for Multi-Parcel Stonebridge Data Center Campus — Loudoun County, Virginia

MATTER NO.: 1043-00002

CLIENT: Ironhaven Data Centers LLC

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I. EXECUTIVE SUMMARY

The purpose of this memorandum is to analyze and recommend the easement and declaration framework necessary to develop and operate the Stonebridge Data Center Campus (the "Campus" or the "Project") as a unified, integrated data center campus across two separately acquired land parcels in the Ashburn area of Loudoun County, Virginia. This memorandum is intended to provide our client, Ironhaven Data Centers LLC ("IHDC"), and the deal team with a comprehensive roadmap for structuring, drafting, and recording the easement instruments required to support the Campus development, the associated $390,000,000 senior secured construction financing, and the regulatory approval process before Loudoun County.

Campus Configuration. The Stonebridge Campus comprises two contiguous parcels totaling approximately 81.4 acres:

• Stonebridge Parcel: Approximately 62.0 acres, identified on the Loudoun County Tax Map as Reference /95-4A-1///, located at the northeast corner of Belmont Ridge Road and Stonebridge Boulevard, Ashburn, Virginia 20148. This parcel is being acquired from Blackthorn Realty Group, Inc. for a purchase price of $58,500,000 under a Purchase and Sale Agreement dated April 15, 2025.

• Meridian Parcel: Approximately 19.4 acres, identified on the Loudoun County Tax Map as Reference /95-4A-2///, adjacent to and east of the Stonebridge Parcel, Ashburn, Virginia 20148. This parcel is being acquired from Meridian Acres LLC for a purchase price of $19,400,000 under a Purchase and Sale Agreement dated April 22, 2025.

Ownership Structure. Following the targeted September 15, 2025 closings on both parcels, fee simple title to both parcels will vest in Stonebridge Campus Holdings LLC ("SCH"), a to-be-formed single-purpose Virginia limited liability company that will be wholly owned by IHDC. SCH will serve as the borrower entity under the construction loan facility.

Rationale for Easement and Declaration Structure. Although both parcels will be held under common ownership upon closing, a comprehensive easement and declaration structure is necessary for several independent and overlapping reasons:

(a) Lender Requirements. The $390,000,000 senior secured construction loan from the lending syndicate led by Summit National Bank, N.A. (as Administrative Agent), together with Cascade Commercial Lending Corp. and Harborview Trust Company, requires that the Campus parcels be encumbered by a first-priority deed of trust covering both parcels. The lenders and their counsel at Redmond & Calloway LLP will require that all cross-parcel operational arrangements be documented in recordable instruments with appropriate lender protection provisions, including non-disturbance, consent requirements, and cure rights. The lenders' title policy, in the amount of $390,000,000, must reflect these easements as permitted encumbrances that do not impair the lien of the deed of trust.

(b) Future Operational Flexibility. Even under the current common-ownership structure, IHDC may in the future pursue separate financing on individual parcels or buildings, phased disposition of Campus components, tenant subdivision of building pads, or a condominium or air-rights structure. A well-documented easement and declaration framework established at the outset ensures that such future transactions can be accomplished without the need to renegotiate fundamental operational arrangements.

(c) Loudoun County Regulatory Requirements. The site plan approval process, the ZMOD application (expected Docket No. ZMOD-2025-0038), and applicable provisions of the Loudoun County Zoning Ordinance and Facilities Standards Manual require specific easement instruments for stormwater management facilities, utility infrastructure, and public rights-of-way. Certain of these instruments must be in county-approved forms and recorded as conditions precedent to site plan approval.

(d) Substation Easement — Vantage Power Cooperative. The dedicated 230kV/34.5kV utility substation to be constructed by Vantage Power Cooperative ("VPC") on a portion of the Meridian Parcel requires a separate, purpose-built easement agreement that accommodates VPC's operational requirements while preserving SCH's rights as fee owner and the lenders' security interests.

Recommendation. Based on our analysis of the project requirements, lender expectations, regulatory framework, and industry practice for multi-parcel data center campuses in Loudoun County, we recommend a three-tiered easement and declaration structure consisting of:

1. A Reciprocal Easement and Operation Agreement ("REA") / Declaration of Covenants, Conditions, and Restrictions — serving as the master document governing the relationship between the two parcels as a unified campus;

2. Specific-Purpose Easement Agreements — standalone agreements for the VPC substation easement, the stormwater management facility easement and maintenance agreement, and any dedicated utility corridor easements required by third-party service providers; and

3. A Cross-Access and Utility Easement Agreement — a comprehensive cross-access and shared infrastructure easement between the Stonebridge Parcel and the Meridian Parcel, supplementing the REA with detailed provisions for vehicular and pedestrian access, utility routing, construction staging, and emergency access.

The remainder of this memorandum analyzes each component of this recommended structure in detail, identifies key negotiation issues and drafting considerations, and sets forth a timeline of action items coordinated with the overall project schedule.

II. BACKGROUND — PROJECT AND PARCEL CONFIGURATION

A. Project Overview

The Stonebridge Data Center Campus is a planned $600,000,000 ground-up development of a 96 MW critical IT load data center campus spanning two contiguous parcels in the Ashburn submarket of Loudoun County, Virginia — the nation's most concentrated data center market and the eastern terminus of major subsea and terrestrial fiber routes. The Campus is designed to accommodate the full spectrum of enterprise, hyperscale, and colocation data center deployments.

Building Program. The Campus will consist of four data center buildings — designated Buildings A, B, C, and D — each designed to deliver 24 MW of critical IT load capacity and encompassing approximately 120,000 square feet of shell space per building, for a total gross floor area of approximately 480,000 square feet across the four buildings. In addition to the data center buildings, the Campus will include a central utility plant housing shared mechanical and electrical infrastructure, a structured parking facility, and comprehensive site civil infrastructure including internal campus roadways, perimeter fencing and security systems, landscaping and screening buffers, and stormwater management facilities.

Development Entity. The developer of the Campus is IHDC, a Delaware limited liability company headquartered at 44680 Prentice Drive, Suite 200, Ashburn, Virginia 20147. IHDC is a portfolio company of Ridgeline Capital Partners Fund IV, LP, which holds a 92% equity interest in the Project through RCP Digital Holdings LLC. The remaining equity is held by IHDC management. Title to both Campus parcels will vest in SCH, the single-purpose borrower entity formed to own and develop the Campus.

Project Team. The following key consultants and advisors are engaged on the Project:

• Civil/Site Design Engineer: Lumen Ridge Engineering, PLLC, under the direction of Carlos Esteban, PE, who is preparing the Campus site plan, grading plans, utility plans, and stormwater management plans.

• Owner's Representative: Kestrel Infrastructure Advisors, LLC, under the direction of Diane Prescott, who is managing the development process on behalf of IHDC, including coordination of design, permitting, and construction activities.

• General Contractor: Titan-McAllister Construction Group, LLC, under a guaranteed maximum price EPC Agreement with a GMP of $412,000,000.

• Zoning/Land Use Counsel: Ashcroft & Wynn, P.C., under the direction of Thomas Ashcroft, who is handling the ZMOD application and proffer negotiations before the Loudoun County Board of Supervisors.

• Land Use Consultant: Cornerstone Land Use Consulting, LLC, under the direction of Alan Mercer, who is coordinating the site plan review process and agency submissions.

• Environmental Consultant: Pendleton Environmental Associates, Inc., under the direction of Dr. Renata Volkov, who is conducting the Phase I and Phase II Environmental Site Assessments.

• Insurance Broker: Northgate Insurance Brokerage, LLC, under the direction of William Keane, who is structuring the Project's property and liability insurance program.

B. Parcel Descriptions and Planned Uses

Stonebridge Parcel (62.0 Acres). The Stonebridge Parcel is the primary development parcel for the Campus. It encompasses approximately 62.0 acres and is identified on the Loudoun County Tax Map as Reference /95-4A-1///. The parcel is situated at the northeast corner of Belmont Ridge Road and Stonebridge Boulevard in Ashburn, Virginia, and enjoys direct frontage on both public roads. The Stonebridge Parcel is the planned location for all four data center buildings (Buildings A through D), the central utility plant, the structured parking facility, primary vehicular access points from Belmont Ridge Road and Stonebridge Boulevard, the network of internal campus roadways, and portions of the Campus stormwater management facilities.

The Stonebridge Parcel is currently zoned PD-IP (Planned Development — Industrial Park) under the Loudoun County Zoning Ordinance. Data center use is not permitted by right under the existing PD-IP zoning designation and requires a Zoning Modification (ZMOD) approval. IHDC, through its zoning counsel at Ashcroft & Wynn, P.C., intends to file the ZMOD application (expected to receive Docket No. ZMOD-2025-0038) by May 30, 2025. The application will seek approval for data center use at the specified density and building footprint. Board of Supervisors approval is targeted for October 2025, following planning commission review and the required public hearing process.

The seller of the Stonebridge Parcel is Blackthorn Realty Group, Inc., a Virginia corporation. The principal contact is Donald R. Whitaker, President, with Patricia Whitaker-Connolly serving as General Counsel. Blackthorn is represented by the law firm of Whitfield, Poole & Stratton LLP, with Harrison Poole as lead counsel. The Purchase and Sale Agreement was executed on April 15, 2025, with a purchase price of $58,500,000, subject to customary due diligence and closing conditions.

Meridian Parcel (19.4 Acres). The Meridian Parcel encompasses approximately 19.4 acres and is identified on the Loudoun County Tax Map as Reference /95-4A-2///. It is situated immediately adjacent to and east of the Stonebridge Parcel in Ashburn, Virginia. The Meridian Parcel will serve several critical functions for the Campus:

• Utility Substation: The Meridian Parcel is the planned location for a dedicated 230kV/34.5kV utility substation to be constructed, owned, and operated by VPC. The substation will provide the primary electrical supply for the entire Campus, delivering 120 MVA of contracted demand.

• Utility Routing Corridors: The Meridian Parcel will accommodate utility routing corridors for the 34.5kV power transmission lines from the VPC substation to the data center buildings and central utility plant on the Stonebridge Parcel.

• Future Expansion: The Meridian Parcel includes additional building pads that may support future Campus expansion beyond the initial four-building program, subject to zoning approval and market conditions.

• Stormwater Management: Portions of the Campus stormwater management infrastructure — including detention/retention facilities and bio-retention areas — are planned to be located on the Meridian Parcel, as dictated by site grading and drainage patterns.

The seller of the Meridian Parcel is Meridian Acres LLC, a Virginia limited liability company. The managing member is Theodore Ashford. Meridian Acres is represented by the law firm of Dunleavy & Dunmore Benefits Consulting, PLLC, with Fiona Dunleavy as lead counsel. The Purchase and Sale Agreement was executed on April 22, 2025, with a purchase price of $19,400,000.

Closing Timeline. Both parcel acquisitions are targeted to close simultaneously on September 15, 2025. Simultaneous closing is strongly preferred to facilitate the recording of the easement instruments in the proper sequence and to ensure that both parcels are encumbered by the easement and declaration structure before the construction loan closing on October 15, 2025.

C. Lender Requirements

The Campus development is being financed through a $390,000,000 senior secured construction loan facility provided by a syndicate of three lenders:

• Summit National Bank, N.A. — serving as Administrative Agent and lead lender;

• Cascade Commercial Lending Corp. — participating lender; and

• Harborview Trust Company — participating lender.

The lenders are represented by the law firm of Redmond & Calloway LLP, with Victor Redmond serving as lead counsel. The construction loan is expected to close on October 15, 2025, approximately thirty days after the land closings, allowing time for the recording of the easement instruments and confirmation of title.

The Construction Loan Agreement, as currently in draft form, imposes several requirements directly relevant to the easement and declaration structure:

• The Campus parcels must be encumbered by a first-priority Deed of Trust, Assignment of Leases and Rents, and Security Agreement (the "Deed of Trust") covering both the Stonebridge Parcel and the Meridian Parcel.

• All easement agreements must be in recordable form, executed, and recorded prior to or simultaneously with the Deed of Trust.

• All easements must either be subordinate to the Deed of Trust or be listed as permitted encumbrances that are excepted from the lien of the Deed of Trust and confirmed by the title insurer as not impairing the insured estate.

• Lender consent provisions must be included in all easement instruments, requiring the prior written consent of the Administrative Agent for any amendment, termination, or release of any easement affecting the Campus.

• The collateral package under the Construction Loan Agreement includes not only the real property interests but also an assignment of all permits, contracts (including the EPC Agreement with Titan-McAllister Construction Group, LLC, and the Large Load Service Agreement with VPC), and governmental approvals related to the Campus.

The lender requirements are a critical driver of the easement structure. Each easement instrument must be drafted with lender protections in mind, and all drafts must be submitted to Redmond & Calloway LLP for review and approval in advance of closing. We anticipate that lender's counsel will have detailed comments, particularly regarding subordination and non-disturbance provisions, and we should plan for at least two rounds of comments on the principal easement instruments.

III. RECOMMENDED EASEMENT AND DECLARATION STRUCTURE

A. Overview of Three-Tiered Framework

Based on our analysis of the project requirements, the applicable regulatory framework, lender expectations, and prevailing market practice for multi-parcel data center campuses in Loudoun County, we recommend the following three-tiered easement and declaration framework:

Tier 1: Reciprocal Easement and Operation Agreement (REA) / Declaration of Covenants, Conditions, and Restrictions. This master document will serve as the foundational instrument governing the relationship between the Stonebridge Parcel and the Meridian Parcel as a unified, integrated campus. The REA will establish the reciprocal easement rights, common area maintenance obligations, use restrictions, insurance requirements, casualty and condemnation provisions, default remedies, and lender protections that define the ongoing operational framework for the Campus. The REA will be recorded against both parcels and will run with the land, binding all successors and assigns in perpetuity.

Tier 2: Specific-Purpose Easement Agreements. These standalone instruments will address specific third-party easement requirements and county-mandated easement obligations that, by their nature, involve parties or forms distinct from the inter-parcel REA. The principal instruments in this tier include:

(a) The Substation Easement Agreement, granting VPC an easement over a designated portion of the Meridian Parcel for the construction, operation, and maintenance of the 230kV/34.5kV substation;

(b) The Stormwater Management Facility Easement and Maintenance Agreement, in a form acceptable to Loudoun County, establishing maintenance obligations and county access rights with respect to the Campus stormwater management facilities; and

(c) Any additional utility corridor easements required by third-party service providers (e.g., fiber carriers, water and sewer authorities) as identified during the site plan review process.

Tier 3: Cross-Access and Utility Easement Agreement. This instrument will provide detailed, survey-based reciprocal easements for vehicular and pedestrian access and for the routing of all utility services between the two parcels. While the REA will establish the general framework for reciprocal access and utility rights, the Cross-Access and Utility Easement Agreement will contain the specific metes-and-bounds descriptions, easement widths, designated access routes, and utility corridor locations based on the Campus site plan and ALTA surveys. This agreement supplements and is cross-referenced in the REA.

B. Rationale for Multi-Document Approach

The multi-document approach offers several significant advantages over a single, omnibus instrument:

Recording Clarity. Loudoun County land records are organized by instrument, and the Clerk's Office indexes each recorded document separately. A multi-document approach allows each instrument to be clearly identified by its purpose, parties, and affected real property, facilitating title searches and reducing the risk of ambiguity in the chain of title.

Third-Party Grantee Separation. The VPC substation easement involves a third-party grantee — VPC — with rights and obligations distinct from those arising between the inter-parcel owners. Separating the VPC easement from the REA avoids encumbering the master declaration with third-party rights and eliminates the need for VPC to be a party to (or to consent to amendments of) the REA. Similarly, the stormwater management facility easement must grant rights to Loudoun County (or its designee) and should be in a county-approved form that is separate from the private inter-parcel agreements.

Phased Construction Flexibility. The Campus will be developed in phases, with Building A targeted for substantial completion in August 2027 and subsequent buildings following on a staggered schedule. A multi-document approach allows specific-purpose easements (e.g., stormwater, utility corridors) to be finalized and recorded on a timeline that aligns with the phased construction schedule and the evolving site plan.

Future Financing Structures. If IHDC elects to pursue separate financing for individual buildings or parcels in the future — for example, through a building-level mezzanine facility or a condominium structure — the multi-document approach provides cleaner separation of the underlying easement obligations and facilitates the issuance of parcel-specific or building-specific title policies.

County Form Requirements. Loudoun County's Facilities Standards Manual and the Department of Building and Development require that certain easements — particularly stormwater management easements — be submitted in county-specified forms. A standalone instrument for the stormwater easement ensures compliance with county form requirements without imposing county-mandated formatting on the REA or other private instruments.

IV. RECIPROCAL EASEMENT AND OPERATION AGREEMENT (REA) / DECLARATION

The REA is the cornerstone of the easement and declaration framework. It establishes the rights, obligations, and restrictions that bind both parcels as components of a unified campus. This section outlines the key provisions to be included in the REA.

A. Parties. The initial parties to the REA will be Stonebridge Campus Holdings LLC, in its capacity as fee owner of both the Stonebridge Parcel and the Meridian Parcel. Although SCH will be the sole owner of both parcels at the time of execution, the REA must be structured to operate effectively in the event that the parcels are at any future time held by separate entities — whether as a result of phased disposition, refinancing, foreclosure, condominium conversion, or any other transfer. Accordingly, the REA should be drafted to:

(a) Define each parcel as a separate "Parcel" under the REA, with the owner of each Parcel (whether SCH or any successor) designated as a "Parcel Owner";

(b) Provide that all covenants, conditions, restrictions, and easements created by the REA run with the land and are binding upon and inure to the benefit of each Parcel Owner and their respective successors, assigns, tenants, subtenants, licensees, and invitees;

(c) Include joinder provisions requiring any successor Parcel Owner to execute and deliver a joinder agreement assuming all obligations under the REA; and

(d) Include provisions addressing the governance of the Campus (e.g., common area decisions, budget approvals, dispute resolution) in the event of split ownership.

For purposes of the initial drafting, the REA should be structured as a declaration executed by SCH as the declarant and owner of both parcels, with the covenants and easements imposed on and benefiting both parcels as set forth in the declaration.

B. Key Provisions

1. Grant of Reciprocal Easements. The REA will establish the following reciprocal easements benefiting and burdening both parcels:

Vehicular and Pedestrian Access Easements. Non-exclusive, perpetual easements for vehicular and pedestrian ingress and egress across the internal campus roadways, driveways, parking areas, sidewalks, and pathways that connect the Stonebridge Parcel and the Meridian Parcel. These easements will ensure that vehicles, equipment, and personnel associated with either parcel may traverse the other parcel to access buildings, utility infrastructure, and common areas. The specific locations and dimensions of the access easements will be depicted on an exhibit to the REA based on the Campus site plan.

Utility Easements. Non-exclusive, perpetual easements for the installation, operation, maintenance, repair, replacement, and removal of utility lines, conduits, pipes, cables, and related infrastructure across both parcels. The utility easements will cover all utility systems serving the Campus, including:

• Electric power distribution (34.5kV feeders from the VPC substation to campus switchgear and from campus switchgear to individual buildings);

• Telecommunications and fiber optic infrastructure;

• Domestic water supply and fire protection water lines;

• Sanitary sewer lines;

• Natural gas service lines (if applicable); and

• Stormwater drainage infrastructure.

The utility easement provisions will be drafted broadly to accommodate future utility needs that may arise as the Campus is developed and expanded.

Construction Easements. Temporary, non-exclusive easements for construction activities during the Campus buildout period, including the right to stage construction materials, operate heavy equipment, install temporary construction fencing and signage, and route construction traffic across both parcels. The construction easements will be limited in duration to the 24-month construction period commencing upon issuance of the Notice to Proceed ("NTP") under the EPC Agreement with Titan-McAllister Construction Group, LLC (targeted for November 1, 2025) and extending through substantial completion of the final buildings (targeted for November 1, 2027). The construction easement provisions should include obligations to minimize interference with ongoing operations on the other parcel (relevant in the event of phased construction), to restore disturbed areas upon completion, and to maintain adequate insurance coverage during the construction period.

Emergency Access and Fire Lane Easements. Non-exclusive, perpetual easements for emergency vehicle access across both parcels, including fire lane access, ambulance routes, and emergency egress pathways. These easements must comply with the fire lane width, turning radius, and access requirements of the Loudoun County Department of Fire and Rescue and the applicable provisions of the Virginia Statewide Fire Prevention Code. The emergency access routes will be depicted on an exhibit to the REA and coordinated with the site plan approved by Loudoun County.

2. Common Area Maintenance and Cost Sharing. The REA will establish a comprehensive framework for the maintenance and cost sharing of Campus common areas.

Definition of Common Areas. The REA will define "Common Areas" to include all areas and facilities that serve the Campus as a whole and are not exclusively dedicated to a single parcel's use. Common Areas will include, at a minimum:

• Internal campus roadways, driveways, and parking areas serving both parcels;

• Shared landscaping, screening buffers, and perimeter fencing;

• Campus security infrastructure, including perimeter gates, guardhouses, CCTV systems, and access control systems serving both parcels;

• Shared stormwater management facilities (including detention/retention ponds, bio-retention areas, and underground storage systems) that serve drainage areas on both parcels;

• Shared utility corridors and utility infrastructure serving both parcels; and

• Any other areas or facilities designated as Common Areas by the declarant or, in the event of split ownership, by agreement of the Parcel Owners.

Cost Allocation Methodology. The REA will establish a methodology for allocating the costs of maintaining, repairing, and replacing Common Areas among the Parcel Owners. We recommend that costs be allocated proportionally based on parcel acreage, which provides a simple, objective, and verifiable basis for allocation:

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

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

Alternative allocation methodologies — such as allocation based on building square footage or MW capacity — could be considered, but these metrics may not be fixed at the time of REA execution (particularly if future buildings are contemplated on the Meridian Parcel) and would require periodic recalculation as the Campus is developed. The acreage-based allocation has the advantage of being fixed and determinable from the outset. We should discuss the preferred methodology with Leonard Castellano and the Kestrel team before finalizing the REA draft.

Annual Budget and Reconciliation. The REA will require the preparation of an annual budget for Common Area maintenance and operations, with a reconciliation of actual costs against budgeted amounts at the end of each fiscal year. In the event of split ownership, the REA will include provisions governing the budget approval process, including a dispute resolution mechanism in the event of disagreement among Parcel Owners.

Current Common Ownership. We recognize that these cost-sharing provisions are largely academic while both parcels remain under common ownership. However, their inclusion is essential for two reasons. First, the lenders will require these provisions as a condition of the construction loan — lender's counsel at Redmond & Calloway LLP will want assurance that, in the event of a foreclosure or other transfer resulting in split ownership, the Campus can continue to operate as a unified facility with enforceable cost-sharing obligations. Second, the provisions provide the structural foundation for any future transaction involving separate ownership, financing, or disposition of individual parcels or buildings.

3. Use Restrictions and Covenants. The REA will impose the following use restrictions and covenants on both parcels:

Permitted Uses. Uses of both parcels will be limited to data center operations, utility infrastructure (including the VPC substation), telecommunications facilities, and ancillary uses that are consistent with (a) the ZMOD approval to be obtained for the Campus (ZMOD-2025-0038), (b) the Loudoun County Zoning Ordinance as applicable to the PD-IP zoning district as modified by the ZMOD, and (c) the intended character and operation of a first-class data center campus. Ancillary uses would include, for example, administrative offices, network operations centers, security facilities, equipment storage, and parking.

Prohibited Uses. The REA will prohibit any use of either parcel that would (a) constitute a nuisance (whether public or private) to the other parcel or to adjacent properties, (b) create environmental liability or involve the generation, storage, treatment, or disposal of hazardous materials (other than those customarily used in data center operations, such as diesel fuel for backup generators and battery electrolyte, in compliance with applicable environmental laws), (c) violate any applicable law, regulation, ordinance, or governmental requirement, or (d) materially interfere with the operations of the other parcel.

Noise Limitations. Data center operations — particularly cooling systems and backup generators — can generate significant noise. The REA will include noise limitation provisions consistent with the proffer commitments being negotiated as part of the ZMOD application. The draft proffer statement currently under preparation by Ashcroft & Wynn, P.C. addresses noise mitigation measures, including specifications for sound-attenuating enclosures on generators and mechanical equipment, and noise level limits at property boundaries. The REA noise provisions should mirror these proffer commitments to ensure consistency between the contractual and regulatory frameworks.

Visual Screening and Landscaping. The REA will require the maintenance of visual screening buffers and landscaping along the Campus perimeter, consistent with the proffer commitments and site plan conditions. These obligations are particularly important along the boundaries adjacent to residential or mixed-use properties, where the visual impact of data center facilities is a recurring concern in the Loudoun County zoning process.

4. Insurance and Indemnification. Property Insurance. Each Parcel Owner will be required to maintain property insurance covering the improvements on its parcel in an amount not less than the full replacement cost of such improvements. For the initial Campus program, the target replacement cost is $600,000,000 across all buildings and infrastructure, with the property insurance program to be placed through Northgate Insurance Brokerage, LLC (William Keane, lead broker). The REA will cross-reference the insurance requirements of the Construction Loan Agreement, which will specify minimum coverage amounts, approved carriers, and endorsement requirements.

Liability Insurance. Each Parcel Owner will maintain commercial general liability insurance with limits reasonably acceptable to the other Parcel Owner and the lenders, covering bodily injury, property damage, and personal injury arising from the ownership, operation, and maintenance of its parcel and the Common Areas.

Mutual Indemnification. The REA will include mutual indemnification provisions under which each Parcel Owner indemnifies the other (and the other's officers, directors, members, managers, employees, agents, and lenders) against all claims, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising from (a) such Parcel Owner's negligence or willful misconduct in the maintenance or operation of the Common Areas, or (b) such Parcel Owner's breach of any covenant, condition, or restriction under the REA.

Waiver of Subrogation. Each Parcel Owner will waive its rights of subrogation against the other Parcel Owner with respect to losses covered by the waiving party's property insurance. This provision prevents an insurance carrier from pursuing contribution claims against the other Parcel Owner for covered losses and is standard in multi-parcel REAs.

5. Casualty and Condemnation. Casualty Restoration. In the event of a casualty (fire, storm, or other insured peril) affecting any shared infrastructure or Common Areas, the REA will require the Parcel Owner responsible for maintenance of the affected infrastructure to promptly undertake restoration using available insurance proceeds. The restoration must return the affected facilities to their pre-casualty condition, unless the Parcel Owners agree to an alternative scope of restoration.

Condemnation. The REA will address the allocation of condemnation awards in the event that any portion of either parcel — or any Common Area — is taken by eminent domain or inverse condemnation. Condemnation award proceeds attributable to the taken area will be allocated to the Parcel Owner(s) whose parcel is affected, with any portion attributable to shared infrastructure allocated in accordance with the cost-sharing methodology established by the REA.

Coordination with Construction Loan Agreement. The casualty and condemnation provisions of the REA must be coordinated with — and must not conflict with — the corresponding provisions of the Construction Loan Agreement. The Construction Loan Agreement will likely grant the Administrative Agent the right to apply casualty insurance proceeds and condemnation awards to the outstanding loan balance under specified circumstances (e.g., if the casualty occurs during the final 12 months of the loan term or if the borrower is in default). The REA should acknowledge the lenders' priority and include carve-outs ensuring that the REA's restoration obligations are subject to the lenders' rights under the Construction Loan Agreement.

6. Default and Remedies. Notice and Cure. The REA will include a notice-and-cure mechanism under which a defaulting Parcel Owner receives written notice specifying the nature of the default and a reasonable cure period — typically thirty (30) days for monetary defaults and sixty (60) days for non-monetary defaults (with an extension of the cure period for non-monetary defaults that cannot reasonably be cured within sixty days, provided the defaulting Parcel Owner commences cure within the initial period and diligently prosecutes the cure to completion).

Self-Help. If a Parcel Owner fails to perform its maintenance or repair obligations under the REA within the applicable cure period, the non-defaulting Parcel Owner will have the right (but not the obligation) to perform the required work and to recover its reasonable costs from the defaulting Parcel Owner, together with interest at a rate specified in the REA (typically the lesser of 1.5% per month or the maximum rate permitted by law). The non-defaulting Parcel Owner's right to recover costs will be secured by a lien on the defaulting Parcel Owner's parcel, subordinate to the lien of any first-priority deed of trust.

No Termination Right. The REA should not be terminable by any Parcel Owner as a remedy for default. The covenants, conditions, restrictions, and easements established by the REA are intended to run with the land in perpetuity (or for a term certain with automatic renewal), and the severance of either parcel from the REA framework would undermine the integrated operation of the Campus and jeopardize the lenders' security. Remedies for default should be limited to self-help, monetary recovery, specific performance, and injunctive relief.

7. Lender Protections. The REA must include robust lender protection provisions to satisfy the requirements of the Construction Loan Agreement and to obtain lender's counsel's approval. The key lender protection provisions include:

Subordination / Non-Disturbance. The REA will provide that it survives any foreclosure of the Deed of Trust or any transfer in lieu of foreclosure. This is typically accomplished through a provision stating that the REA is not extinguished by foreclosure and that any purchaser at a foreclosure sale takes title subject to the REA. This provision protects the integrated campus structure in the event of a loan default and is essential for the lenders, who need assurance that the Campus will continue to function as a unified facility regardless of ownership changes resulting from a foreclosure.

Lender Consent. The REA will require the prior written consent of the Administrative Agent (on behalf of the lending syndicate) for any amendment, modification, supplement, termination, or release of the REA. This consent right ensures that the lenders retain control over changes to the fundamental operating framework for the Campus during the term of the construction loan (and any subsequent permanent financing secured by the Deed of Trust).

Lender Cure Rights. The REA will grant the lenders the right (but not the obligation) to cure any default by a Parcel Owner under the REA. The lender's cure period will run in addition to — and will commence upon the expiration of — the Parcel Owner's cure period, providing the lenders with an additional window of time to preserve the REA in the event that a Parcel Owner fails to cure its own default.

Deed of Trust Reference. The REA will specifically reference the Deed of Trust in favor of Summit National Bank, N.A. as Administrative Agent, securing the $390,000,000 construction loan facility, and will provide that the lender protection provisions of the REA inure to the benefit of the Administrative Agent and the lenders identified in the Deed of Trust, as well as any successor lenders or replacement administrative agents.

8. Recording and Priority. The REA will be recorded in the land records of Loudoun County, Virginia, promptly after the recording of the Special Warranty Deeds conveying the Stonebridge Parcel and the Meridian Parcel to SCH. Recording of the REA prior to or simultaneously with the Deed of Trust is essential to establish the REA as a prior encumbrance that survives foreclosure. This recording sequence ensures that the REA constitutes a permitted encumbrance under the Deed of Trust and is reflected as such in the lender's title insurance policy.

The title insurance implications of the REA recording must be coordinated with the title company and title insurer. Sovereign Title Insurance Company (as underwriter, through its issuing agent, Fidelitas Title & Escrow, Inc.) will be asked to issue endorsements to the lender's title policy ($390,000,000 policy amount) confirming that the REA does not impair the insured estate and that the easements created by the REA are reflected as permitted encumbrances. We anticipate that Sovereign Title will require review of the final REA prior to issuing these endorsements, and we should plan for a title review period of at least two weeks following delivery of the final executed REA.

V. SUBSTATION EASEMENT — VANTAGE POWER COOPERATIVE

A. Overview. The electrical power supply for the Campus will be provided by VPC through a dedicated 230kV/34.5kV utility substation to be constructed on a designated portion of the Meridian Parcel. The substation is the critical path item for Campus energization and represents the single largest piece of third-party infrastructure on the Campus site.

Substation Infrastructure. VPC will construct, and following construction will own and operate, the substation. The substation will step down the incoming 230kV transmission voltage to 34.5kV distribution voltage for delivery to the Campus switchgear and, ultimately, to the individual data center buildings and the central utility plant. The substation will be designed to deliver 120 MVA of contracted demand — sufficient to serve the full 96 MW critical IT load program plus mechanical and electrical overhead.

Financial Arrangements. IHDC, through SCH, will fund a $18,500,000 line extension contribution to VPC under a Line Extension Funding Agreement ("LEFA") to be executed concurrently with the substation easement. The line extension contribution covers VPC's costs of designing, engineering, procuring, and constructing the substation and associated transmission infrastructure. The LEFA will provide for milestone-based disbursement of the contribution, with final payment tied to successful energization of the substation.

Service Agreement. The electrical service relationship between VPC and SCH is governed by a Large Load Service Agreement ("LLSA"), filed under VPC Service Application No. LSA-2025-0091. The LLSA establishes a 10-year service term commencing upon energization of the substation, with provisions for demand ramps, rate schedules, and service guarantees. The substation easement must be coordinated with and consistent with the terms of the LLSA.

Target Timeline. Substation energization is targeted for June 1, 2027, which is approximately two months ahead of the substantial completion target for Building A (August 1, 2027). This sequencing allows for commissioning and testing of the electrical distribution systems within the data center buildings prior to the commencement of tenant fit-out and IT load deployment.

B. Easement Terms

The Substation Easement Agreement will contain the following principal terms:

Grantee. Vantage Power Cooperative, a Virginia electric cooperative organized under the Virginia Electric Cooperative Act, with principal offices at 601 Sycolin Road SE, Leesburg, Virginia 20175.

Grantor. Stonebridge Campus Holdings LLC, as fee owner of the Meridian Parcel.

Easement Area. The easement area will be a designated portion of the Meridian Parcel, to be defined by a metes-and-bounds description and depicted on a recorded plat prepared by Lumen Ridge Engineering, PLLC. The precise size and configuration of the easement area will be determined based on VPC's substation design specifications, which have not yet been finalized. Based on our experience with similar substation installations in Loudoun County, we anticipate that the easement area will encompass between 1.5 and 3.0 acres. The easement area must accommodate the substation pad, transformers, switchyard, control building, perimeter fencing, and an access road connecting the substation to the Campus internal roadway network.

Purpose. The easement will grant VPC the right to construct, install, operate, maintain, repair, replace, upgrade, and ultimately remove the substation and all associated equipment, structures, transmission lines, distribution lines, poles, conductors, anchors, guy wires, access roads, fencing, security systems, and related infrastructure within the easement area.

Duration. The easement will be perpetual in duration, or alternatively, will be granted for the useful life of the substation plus a reasonable removal period (typically 24 months following decommissioning). At a minimum, the easement term must be coterminous with the term of the LLSA (10 years from energization), with provisions for extension or renewal corresponding to any renewal of the LLSA. We recommend a perpetual easement to avoid the uncertainty and administrative burden of term renewals, recognizing that the substation is essential Campus infrastructure that will be required for as long as the Campus is operational.

Exclusivity. The easement will be non-exclusive. SCH will retain underlying fee ownership of the easement area, subject to VPC's easement rights. SCH's retained rights should be limited, however, to uses that do not interfere with VPC's construction, operation, or maintenance of the substation. As a practical matter, the easement area will be fenced and access-controlled by VPC, and SCH's retained rights will be largely theoretical during the period of active substation operations.

Access. VPC will have unrestricted 24-hour, 7-day-a-week access to the easement area for operations, maintenance, inspection, emergency response, and all other activities reasonably necessary for VPC to perform its obligations under the LLSA and applicable regulatory requirements. The access route from the public right-of-way (or from the Campus internal roadway network) to the easement area will be designated on the recorded plat and subject to a separate access easement appurtenant to the substation easement.

Construction Period. VPC's construction contractor will be responsible for constructing the substation within the easement area. The construction timeline must be coordinated with the overall Campus construction schedule managed by Kestrel Infrastructure Advisors, LLC (Diane Prescott). We anticipate that substation construction will commence in the first quarter of 2026, with energization targeted for June 1, 2027. During the construction period, VPC's contractor will require temporary construction staging areas and access routes, which should be addressed through temporary construction easements within the substation easement agreement or by cross-reference to the temporary construction easements in the REA.

C. Key Negotiation Issues

The substation easement raises several negotiation issues that require careful attention:

Scope Limitations. The easement should be limited in scope to the substation and directly related infrastructure serving the Campus. VPC should not have the right to expand the substation or to use the substation to serve third-party customers or loads outside the Campus without the prior written consent of SCH (which consent may be withheld in SCH's reasonable discretion). This is a critical point for IHDC, which is making an $18,500,000 line extension contribution to fund the substation specifically for Campus use. If VPC seeks to serve additional load from the substation in the future, IHDC should have the ability to negotiate appropriate compensation or conditions.

Relocation Rights. SCH should retain the right, under limited circumstances, to require relocation of the easement area to an alternative location on the Meridian Parcel. This right would be exercisable only at SCH's expense and only upon reasonable advance notice (e.g., 18 to 24 months) to VPC, and would be subject to VPC's reasonable operational constraints and applicable regulatory requirements. The relocation right provides flexibility for future Campus reconfiguration or expansion, but VPC is likely to resist broad relocation rights given the substantial cost and operational disruption of relocating a 230kV substation. We recommend drafting the relocation provision narrowly, limiting it to circumstances where the relocation is reasonably necessary for Campus development or expansion and where the alternative location is operationally equivalent for VPC's purposes.

Environmental Compliance and Indemnification. VPC will be solely responsible for all environmental compliance within the easement area, including compliance with all federal, state, and local environmental laws applicable to the construction and operation of the substation. VPC will indemnify SCH (and the lenders, as additional indemnified parties) against all losses, claims, damages, costs, and liabilities arising from any release, discharge, or disposal of hazardous materials by VPC or its contractors within the easement area, including transformer oil (which may contain PCBs in older equipment), SF6 gas used in circuit breakers, and any other substances used in substation operations. The environmental indemnification should survive the termination or expiration of the easement.

Insurance. VPC will be required to maintain commercial general liability insurance covering its operations within the easement area, with minimum limits to be negotiated (we recommend at least $5,000,000 per occurrence and $10,000,000 in the aggregate, or such higher limits as lender's counsel may require). SCH, the Administrative Agent, and the lenders must be named as additional insureds on VPC's liability policy. VPC will also maintain property insurance covering its substation equipment and improvements within the easement area.

Subordination to Deed of Trust. This is perhaps the most significant negotiation issue from the lender's perspective. The lenders will prefer that the substation easement be subordinate to the Deed of Trust, so that a foreclosure would extinguish VPC's easement rights and allow the lenders (or a foreclosure purchaser) to take title free of the easement. However, VPC will not agree to subordination. From VPC's perspective, the substation is essential utility infrastructure serving its service territory, and VPC has invested substantial capital (funded in part by IHDC's line extension contribution) in designing and constructing the substation. VPC will insist that its easement rights survive foreclosure.

We recommend treating the substation easement as a permitted encumbrance in the Deed of Trust and the lender's title policy, rather than attempting to negotiate subordination. This approach is consistent with market practice for utility easements in data center transactions. The substation is essential to the operation and value of the Campus as collateral — without it, the Campus cannot receive electrical power — and a foreclosure purchaser would need the substation to continue operating. Extinguishing VPC's easement rights upon foreclosure would be counterproductive from the lenders' perspective. We should coordinate with Victor Redmond at Redmond & Calloway LLP on this point early in the negotiation process to confirm lender's counsel's comfort with this approach.

Coordination with LLSA. The easement terms must be consistent with the LLSA, particularly regarding the following provisions: (a) the service term and any renewal or termination provisions, (b) default and remedies, including VPC's right to disconnect service in the event of borrower default under the LLSA, (c) access requirements for VPC's operations and maintenance activities, and (d) any provisions of the LLSA that reference or are conditioned upon the existence of the easement. We should conduct a detailed cross-reference analysis of the easement and the LLSA prior to finalizing either document.

Recording. The substation easement will be recorded in the Loudoun County land records, together with a metes-and-bounds description of the easement area and a recorded plat prepared by Lumen Ridge Engineering, PLLC (Carlos Esteban, PE). Recording should occur simultaneously with the other Campus easement instruments at the land closings on September 15, 2025, or as soon thereafter as the VPC easement area survey is finalized.

VI. CROSS-ACCESS AND UTILITY EASEMENT AGREEMENT

A. Overview. The Cross-Access and Utility Easement Agreement (the "Cross-Access Agreement") is a standalone instrument that establishes specific, survey-defined reciprocal easements for vehicular and pedestrian access and for the routing of all utility services between the Stonebridge Parcel and the Meridian Parcel. While the REA establishes the general framework for reciprocal access and utility rights, the Cross-Access Agreement provides the detailed, parcel-specific easement descriptions, dimensions, and locations that implement the framework.

The Cross-Access Agreement supplements the REA and will be cross-referenced in the REA. In the event of any conflict between the general provisions of the REA and the specific provisions of the Cross-Access Agreement regarding access or utility easements, the Cross-Access Agreement will control.

B. Vehicular and Pedestrian Access

Reciprocal Access Easements. The Cross-Access Agreement will grant non-exclusive, perpetual, reciprocal easements for vehicular and pedestrian ingress and egress across designated access roads, driveways, and pathways connecting the Stonebridge Parcel and the Meridian Parcel. These easements will enable vehicles, equipment, and personnel associated with either parcel to travel freely between the two parcels via the internal campus roadway network.

Primary and Secondary Access Points. The Cross-Access Agreement will identify and depict on a recorded plat the primary and secondary access points serving the Campus:

• Primary Access: The primary vehicular access to the Campus will be from Belmont Ridge Road and Stonebridge Boulevard, both of which front the Stonebridge Parcel. The primary access points will include gated entrances with security checkpoints, consistent with the security requirements of a Tier III+ data center facility.

• Secondary/Internal Access: Internal campus roadways will connect the Stonebridge Parcel to the Meridian Parcel, providing vehicular and pedestrian access from the primary access points on the Stonebridge Parcel to the VPC substation, utility corridors, future building pads, and stormwater facilities on the Meridian Parcel. The alignment and width of the internal roadway connections will be determined by the Campus site plan.

Emergency Vehicle Access. Dedicated emergency vehicle access routes will be established to comply with the access, turning radius, and fire lane requirements of the Loudoun County Department of Fire and Rescue. The emergency access routes must accommodate ladder trucks and other large emergency vehicles and must be maintained clear of obstructions at all times. The Cross-Access Agreement will include provisions requiring both parcels to maintain emergency access routes in accordance with applicable fire code requirements.

Construction Traffic. During the 24-month construction period (targeted November 1, 2025 through November 1, 2027), the Cross-Access Agreement will provide temporary construction easements for construction traffic routing, including staging areas, material delivery routes, and heavy equipment access paths. The temporary construction easements will terminate upon substantial completion of the Campus construction. Construction traffic management will be coordinated with the overall construction schedule managed by Kestrel Infrastructure Advisors and the traffic management plan required by Loudoun County as a condition of site plan approval.

C. Utility Easements

The Cross-Access Agreement will establish specific utility easements for each category of utility service traversing both parcels:

Electric. A dedicated easement corridor for power transmission from the VPC substation on the Meridian Parcel to each of the four data center buildings and the central utility plant on the Stonebridge Parcel. The electric easement corridor will accommodate the 34.5kV feeders running from the substation to the Campus switchgear locations. Given the voltage level and the number of feeders required (multiple redundant feeders to each building for 2N power distribution), the electric easement corridor will be wider than standard utility easements — we anticipate a corridor width of 50 to 100 feet, depending on whether the feeders are routed underground in duct banks or overhead on poles. Underground routing is preferred from an aesthetic and operational standpoint but is more expensive and may require wider corridors for duct bank access and maintenance. The routing decision should be coordinated with VPC and Lumen Ridge Engineering.

Telecommunications and Fiber Optic. Easements for fiber optic conduit runs between the parcels and from off-site carrier points of presence. The telecommunications easements will accommodate conduit pathways for multiple fiber carriers, consistent with the Campus's role as a carrier-neutral facility offering diverse fiber connectivity. The conduit runs will typically be routed alongside the electric duct banks within a shared utility corridor, though separation requirements between power and telecommunications infrastructure may necessitate offset distances.

Water and Sanitary Sewer. Easements for domestic water supply lines and sanitary sewer connections serving the Campus. The water and sewer infrastructure will connect to Loudoun Water's (the regional water and sewer authority) distribution and collection systems, with lateral connections serving both parcels. The easement corridor must accommodate both the water main and the sewer main, as well as fire protection water lines serving the building sprinkler systems and exterior fire hydrants.

Natural Gas. If applicable, easements for natural gas service lines serving the Campus. The current building program does not include natural gas-fired equipment, but the easement framework should accommodate gas service lines as a contingency in the event that future building designs or tenant requirements call for natural gas service.

Stormwater. Cross-parcel stormwater drainage easements allowing stormwater runoff to flow across parcel boundaries to the Campus stormwater management facilities. These easements will be coordinated with the standalone Stormwater Management Facility Easement and Maintenance Agreement discussed in Section VII below. The stormwater easements in the Cross-Access Agreement will address the cross-parcel conveyance infrastructure (pipes, channels, and swales), while the stormwater management facility easement will address the end-of-line treatment and detention/retention facilities.

D. Easement Widths and Locations

The specific widths and locations of all access and utility easements established by the Cross-Access Agreement will be determined based on the Campus site plan prepared by Lumen Ridge Engineering, PLLC (Carlos Esteban, PE). The easement locations must be coordinated with the ALTA/NSPS surveys of both parcels, which are currently in progress with a completion target of June 15, 2025.

Standard utility easement widths for underground utilities in Loudoun County typically range from 20 to 30 feet, providing sufficient width for the utility installation, maintenance access, and any required separation from other infrastructure. For overhead or high-voltage transmission corridors (34.5kV and above), easement widths of 50 to 100 feet are typical, depending on the specific utility requirements, applicable NESC clearance distances, and Loudoun County requirements.

Each easement will be described by metes-and-bounds descriptions and depicted on recorded plats, all prepared by Lumen Ridge Engineering, PLLC. The plats will be recorded as exhibits to the Cross-Access Agreement.

E. Maintenance and Repair

The Cross-Access Agreement will allocate maintenance responsibilities for each utility and access easement area as follows:

Infrastructure Maintenance. The owner of the dominant estate (i.e., the Parcel Owner whose infrastructure is installed within the easement area) will be responsible for maintain

MEMORANDUM
ATTORNEY-CLIENT PRIVILEGED / ATTORNEY WORK PRODUCT NOT FOR DISTRIBUTION OUTSIDE OF CLIENT TEAM
PRIVILEGED AND CONFIDENTIAL — This memorandum is protected by the attorney-client privilege and the work product doctrine. It is intended solely for the use of the addressees identified below and authorized members of the client team. Any unauthorized disclosure, distribution, or copying of this memorandum is strictly prohibited.
DATE: May 19, 2025
TO: Douglas Fairchild, Responsible Partner, Real Estate Practice Group, Calderwood & Harkness LLP
FROM: Cynthia Ho, Lead Associate, Real Estate Practice Group, Calderwood & Harkness LLP
CC: Grace Nakamura, Working Associate, Real Estate Practice Group, Calderwood & Harkness LLP; Leonard Castellano, Executive Vice President — Development, Ironhaven Data Centers LLC
RE: Easement and Declaration Structure for Multi-Parcel Stonebridge Data Center Campus — Loudoun County, Virginia
MATTER NO.: 1043-00002
CLIENT: Ironhaven Data Centers LLC
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I. EXECUTIVE SUMMARY
The purpose of this memorandum is to analyze and recommend the easement and declaration framework necessary to develop and operate the Stonebridge Data Center Campus (the "Campus" or the "Project") as a unified, integrated data center campus across two separately acquired land parcels in the Ashburn area of Loudoun County, Virginia. This memorandum is intended to provide our client, Ironhaven Data Centers LLC ("IHDC"), and the deal team with a comprehensive roadmap for structuring, drafting, and recording the easement instruments required to support the Campus development, the associated $390,000,000 senior secured construction financing, and the regulatory approval process before Loudoun County.
Campus Configuration. The Stonebridge Campus comprises two contiguous parcels totaling approximately 81.4 acres:
• Stonebridge Parcel: Approximately 62.0 acres, identified on the Loudoun County Tax Map as Reference /95-4A-1///, located at the northeast corner of Belmont Ridge Road and Stonebridge Boulevard, Ashburn, Virginia 20148. This parcel is being acquired from Blackthorn Realty Group, Inc. for a purchase price of $58,500,000 under a Purchase and Sale Agreement dated April 15, 2025.
• Meridian Parcel: Approximately 19.4 acres, identified on the Loudoun County Tax Map as Reference /95-4A-2///, adjacent to and east of the Stonebridge Parcel, Ashburn, Virginia 20148. This parcel is being acquired from Meridian Acres LLC for a purchase price of $19,400,000 under a Purchase and Sale Agreement dated April 22, 2025.
Ownership Structure. Following the targeted September 15, 2025 closings on both parcels, fee simple title to both parcels will vest in Stonebridge Campus Holdings LLC ("SCH"), a to-be-formed single-purpose Virginia limited liability company that will be wholly owned by IHDC. SCH will serve as the borrower entity under the construction loan facility.
Rationale for Easement and Declaration Structure. Although both parcels will be held under common ownership upon closing, a comprehensive easement and declaration structure is necessary for several independent and overlapping reasons:
(a) Lender Requirements. The $390,000,000 senior secured construction loan from the lending syndicate led by Summit National Bank, N.A. (as Administrative Agent), together with Cascade Commercial Lending Corp. and Harborview Trust Company, requires that the Campus parcels be encumbered by a first-priority deed of trust covering both parcels. The lenders and their counsel at Redmond & Calloway LLP will require that all cross-parcel operational arrangements be documented in recordable instruments with appropriate lender protection provisions, including non-disturbance, consent requirements, and cure rights. The lenders' title policy, in the amount of $390,000,000, must reflect these easements as permitted encumbrances that do not impair the lien of the deed of trust.
(b) Future Operational Flexibility. Even under the current common-ownership structure, IHDC may in the future pursue separate financing on individual parcels or buildings, phased disposition of Campus components, tenant subdivision of building pads, or a condominium or air-rights structure. A well-documented easement and declaration framework established at the outset ensures that such future transactions can be accomplished without the need to renegotiate fundamental operational arrangements.
(c) Loudoun County Regulatory Requirements. The site plan approval process, the ZMOD application (expected Docket No. ZMOD-2025-0038), and applicable provisions of the Loudoun County Zoning Ordinance and Facilities Standards Manual require specific easement instruments for stormwater management facilities, utility infrastructure, and public rights-of-way. Certain of these instruments must be in county-approved forms and recorded as conditions precedent to site plan approval.
(d) Substation Easement — Vantage Power Cooperative. The dedicated 230kV/34.5kV utility substation to be constructed by Vantage Power Cooperative ("VPC") on a portion of the Meridian Parcel requires a separate, purpose-built easement agreement that accommodates VPC's operational requirements while preserving SCH's rights as fee owner and the lenders' security interests.
Recommendation. Based on our analysis of the project requirements, lender expectations, regulatory framework, and industry practice for multi-parcel data center campuses in Loudoun County, we recommend a three-tiered easement and declaration structure consisting of:
1. A Reciprocal Easement and Operation Agreement ("REA") / Declaration of Covenants, Conditions, and Restrictions — serving as the master document governing the relationship between the two parcels as a unified campus;
2. Specific-Purpose Easement Agreements — standalone agreements for the VPC substation easement, the stormwater management facility easement and maintenance agreement, and any dedicated utility corridor easements required by third-party service providers; and
3. A Cross-Access and Utility Easement Agreement — a comprehensive cross-access and shared infrastructure easement between the Stonebridge Parcel and the Meridian Parcel, supplementing the REA with detailed provisions for vehicular and pedestrian access, utility routing, construction staging, and emergency access.
The remainder of this memorandum analyzes each component of this recommended structure in detail, identifies key negotiation issues and drafting considerations, and sets forth a timeline of action items coordinated with the overall project schedule.
II. BACKGROUND — PROJECT AND PARCEL CONFIGURATION
A. Project Overview
The Stonebridge Data Center Campus is a planned $600,000,000 ground-up development of a 96 MW critical IT load data center campus spanning two contiguous parcels in the Ashburn submarket of Loudoun County, Virginia — the nation's most concentrated data center market and the eastern terminus of major subsea and terrestrial fiber routes. The Campus is designed to accommodate the full spectrum of enterprise, hyperscale, and colocation data center deployments.
Building Program. The Campus will consist of four data center buildings — designated Buildings A, B, C, and D — each designed to deliver 24 MW of critical IT load capacity and encompassing approximately 120,000 square feet of shell space per building, for a total gross floor area of approximately 480,000 square feet across the four buildings. In addition to the data center buildings, the Campus will include a central utility plant housing shared mechanical and electrical infrastructure, a structured parking facility, and comprehensive site civil infrastructure including internal campus roadways, perimeter fencing and security systems, landscaping and screening buffers, and stormwater management facilities.
Development Entity. The developer of the Campus is IHDC, a Delaware limited liability company headquartered at 44680 Prentice Drive, Suite 200, Ashburn, Virginia 20147. IHDC is a portfolio company of Ridgeline Capital Partners Fund IV, LP, which holds a 92% equity interest in the Project through RCP Digital Holdings LLC. The remaining equity is held by IHDC management. Title to both Campus parcels will vest in SCH, the single-purpose borrower entity formed to own and develop the Campus.
Project Team. The following key consultants and advisors are engaged on the Project:
• Civil/Site Design Engineer: Lumen Ridge Engineering, PLLC, under the direction of Carlos Esteban, PE, who is preparing the Campus site plan, grading plans, utility plans, and stormwater management plans.
• Owner's Representative: Kestrel Infrastructure Advisors, LLC, under the direction of Diane Prescott, who is managing the development process on behalf of IHDC, including coordination of design, permitting, and construction activities.
• General Contractor: Titan-McAllister Construction Group, LLC, under a guaranteed maximum price EPC Agreement with a GMP of $412,000,000.
• Zoning/Land Use Counsel: Ashcroft & Wynn, P.C., under the direction of Thomas Ashcroft, who is handling the ZMOD application and proffer negotiations before the Loudoun County Board of Supervisors.
• Land Use Consultant: Cornerstone Land Use Consulting, LLC, under the direction of Alan Mercer, who is coordinating the site plan review process and agency submissions.
• Environmental Consultant: Pendleton Environmental Associates, Inc., under the direction of Dr. Renata Volkov, who is conducting the Phase I and Phase II Environmental Site Assessments.
• Insurance Broker: Northgate Insurance Brokerage, LLC, under the direction of William Keane, who is structuring the Project's property and liability insurance program.
B. Parcel Descriptions and Planned Uses
Stonebridge Parcel (62.0 Acres). The Stonebridge Parcel is the primary development parcel for the Campus. It encompasses approximately 62.0 acres and is identified on the Loudoun County Tax Map as Reference /95-4A-1///. The parcel is situated at the northeast corner of Belmont Ridge Road and Stonebridge Boulevard in Ashburn, Virginia, and enjoys direct frontage on both public roads. The Stonebridge Parcel is the planned location for all four data center buildings (Buildings A through D), the central utility plant, the structured parking facility, primary vehicular access points from Belmont Ridge Road and Stonebridge Boulevard, the network of internal campus roadways, and portions of the Campus stormwater management facilities.
The Stonebridge Parcel is currently zoned PD-IP (Planned Development — Industrial Park) under the Loudoun County Zoning Ordinance. Data center use is not permitted by right under the existing PD-IP zoning designation and requires a Zoning Modification (ZMOD) approval. IHDC, through its zoning counsel at Ashcroft & Wynn, P.C., intends to file the ZMOD application (expected to receive Docket No. ZMOD-2025-0038) by May 30, 2025. The application will seek approval for data center use at the specified density and building footprint. Board of Supervisors approval is targeted for October 2025, following planning commission review and the required public hearing process.
The seller of the Stonebridge Parcel is Blackthorn Realty Group, Inc., a Virginia corporation. The principal contact is Donald R. Whitaker, President, with Patricia Whitaker-Connolly serving as General Counsel. Blackthorn is represented by the law firm of Whitfield, Poole & Stratton LLP, with Harrison Poole as lead counsel. The Purchase and Sale Agreement was executed on April 15, 2025, with a purchase price of $58,500,000, subject to customary due diligence and closing conditions.
Meridian Parcel (19.4 Acres). The Meridian Parcel encompasses approximately 19.4 acres and is identified on the Loudoun County Tax Map as Reference /95-4A-2///. It is situated immediately adjacent to and east of the Stonebridge Parcel in Ashburn, Virginia. The Meridian Parcel will serve several critical functions for the Campus:
• Utility Substation: The Meridian Parcel is the planned location for a dedicated 230kV/34.5kV utility substation to be constructed, owned, and operated by VPC. The substation will provide the primary electrical supply for the entire Campus, delivering 120 MVA of contracted demand.
• Utility Routing Corridors: The Meridian Parcel will accommodate utility routing corridors for the 34.5kV power transmission lines from the VPC substation to the data center buildings and central utility plant on the Stonebridge Parcel.
• Future Expansion: The Meridian Parcel includes additional building pads that may support future Campus expansion beyond the initial four-building program, subject to zoning approval and market conditions.
• Stormwater Management: Portions of the Campus stormwater management infrastructure — including detention/retention facilities and bio-retention areas — are planned to be located on the Meridian Parcel, as dictated by site grading and drainage patterns.
The seller of the Meridian Parcel is Meridian Acres LLC, a Virginia limited liability company. The managing member is Theodore Ashford. Meridian Acres is represented by the law firm of Dunleavy & Dunmore Benefits Consulting, PLLC, with Fiona Dunleavy as lead counsel. The Purchase and Sale Agreement was executed on April 22, 2025, with a purchase price of $19,400,000.
Closing Timeline. Both parcel acquisitions are targeted to close simultaneously on September 15, 2025. Simultaneous closing is strongly preferred to facilitate the recording of the easement instruments in the proper sequence and to ensure that both parcels are encumbered by the easement and declaration structure before the construction loan closing on October 15, 2025.
C. Lender Requirements
The Campus development is being financed through a $390,000,000 senior secured construction loan facility provided by a syndicate of three lenders:
• Summit National Bank, N.A. — serving as Administrative Agent and lead lender;
• Cascade Commercial Lending Corp. — participating lender; and
• Harborview Trust Company — participating lender.
The lenders are represented by the law firm of Redmond & Calloway LLP, with Victor Redmond serving as lead counsel. The construction loan is expected to close on October 15, 2025, approximately thirty days after the land closings, allowing time for the recording of the easement instruments and confirmation of title.
The Construction Loan Agreement, as currently in draft form, imposes several requirements directly relevant to the easement and declaration structure:
• The Campus parcels must be encumbered by a first-priority Deed of Trust, Assignment of Leases and Rents, and Security Agreement (the "Deed of Trust") covering both the Stonebridge Parcel and the Meridian Parcel.
• All easement agreements must be in recordable form, executed, and recorded prior to or simultaneously with the Deed of Trust.
• All easements must either be subordinate to the Deed of Trust or be listed as permitted encumbrances that are excepted from the lien of the Deed of Trust and confirmed by the title insurer as not impairing the insured estate.
• Lender consent provisions must be included in all easement instruments, requiring the prior written consent of the Administrative Agent for any amendment, termination, or release of any easement affecting the Campus.
• The collateral package under the Construction Loan Agreement includes not only the real property interests but also an assignment of all permits, contracts (including the EPC Agreement with Titan-McAllister Construction Group, LLC, and the Large Load Service Agreement with VPC), and governmental approvals related to the Campus.
The lender requirements are a critical driver of the easement structure. Each easement instrument must be drafted with lender protections in mind, and all drafts must be submitted to Redmond & Calloway LLP for review and approval in advance of closing. We anticipate that lender's counsel will have detailed comments, particularly regarding subordination and non-disturbance provisions, and we should plan for at least two rounds of comments on the principal easement instruments.
III. RECOMMENDED EASEMENT AND DECLARATION STRUCTURE
A. Overview of Three-Tiered Framework
Based on our analysis of the project requirements, the applicable regulatory framework, lender expectations, and prevailing market practice for multi-parcel data center campuses in Loudoun County, we recommend the following three-tiered easement and declaration framework:
Tier 1: Reciprocal Easement and Operation Agreement (REA) / Declaration of Covenants, Conditions, and Restrictions. This master document will serve as the foundational instrument governing the relationship between the Stonebridge Parcel and the Meridian Parcel as a unified, integrated campus. The REA will establish the reciprocal easement rights, common area maintenance obligations, use restrictions, insurance requirements, casualty and condemnation provisions, default remedies, and lender protections that define the ongoing operational framework for the Campus. The REA will be recorded against both parcels and will run with the land, binding all successors and assigns in perpetuity.
Tier 2: Specific-Purpose Easement Agreements. These standalone instruments will address specific third-party easement requirements and county-mandated easement obligations that, by their nature, involve parties or forms distinct from the inter-parcel REA. The principal instruments in this tier include:
(a) The Substation Easement Agreement, granting VPC an easement over a designated portion of the Meridian Parcel for the construction, operation, and maintenance of the 230kV/34.5kV substation;
(b) The Stormwater Management Facility Easement and Maintenance Agreement, in a form acceptable to Loudoun County, establishing maintenance obligations and county access rights with respect to the Campus stormwater management facilities; and
(c) Any additional utility corridor easements required by third-party service providers (e.g., fiber carriers, water and sewer authorities) as identified during the site plan review process.
Tier 3: Cross-Access and Utility Easement Agreement. This instrument will provide detailed, survey-based reciprocal easements for vehicular and pedestrian access and for the routing of all utility services between the two parcels. While the REA will establish the general framework for reciprocal access and utility rights, the Cross-Access and Utility Easement Agreement will contain the specific metes-and-bounds descriptions, easement widths, designated access routes, and utility corridor locations based on the Campus site plan and ALTA surveys. This agreement supplements and is cross-referenced in the REA.
B. Rationale for Multi-Document Approach
The multi-document approach offers several significant advantages over a single, omnibus instrument:
Recording Clarity. Loudoun County land records are organized by instrument, and the Clerk's Office indexes each recorded document separately. A multi-document approach allows each instrument to be clearly identified by its purpose, parties, and affected real property, facilitating title searches and reducing the risk of ambiguity in the chain of title.
Third-Party Grantee Separation. The VPC substation easement involves a third-party grantee — VPC — with rights and obligations distinct from those arising between the inter-parcel owners. Separating the VPC easement from the REA avoids encumbering the master declaration with third-party rights and eliminates the need for VPC to be a party to (or to consent to amendments of) the REA. Similarly, the stormwater management facility easement must grant rights to Loudoun County (or its designee) and should be in a county-approved form that is separate from the private inter-parcel agreements.
Phased Construction Flexibility. The Campus will be developed in phases, with Building A targeted for substantial completion in August 2027 and subsequent buildings following on a staggered schedule. A multi-document approach allows specific-purpose easements (e.g., stormwater, utility corridors) to be finalized and recorded on a timeline that aligns with the phased construction schedule and the evolving site plan.
Future Financing Structures. If IHDC elects to pursue separate financing for individual buildings or parcels in the future — for example, through a building-level mezzanine facility or a condominium structure — the multi-document approach provides cleaner separation of the underlying easement obligations and facilitates the issuance of parcel-specific or building-specific title policies.
County Form Requirements. Loudoun County's Facilities Standards Manual and the Department of Building and Development require that certain easements — particularly stormwater management easements — be submitted in county-specified forms. A standalone instrument for the stormwater easement ensures compliance with county form requirements without imposing county-mandated formatting on the REA or other private instruments.
IV. RECIPROCAL EASEMENT AND OPERATION AGREEMENT (REA) / DECLARATION
The REA is the cornerstone of the easement and declaration framework. It establishes the rights, obligations, and restrictions that bind both parcels as components of a unified campus. This section outlines the key provisions to be included in the REA.
A. Parties. The initial parties to the REA will be Stonebridge Campus Holdings LLC, in its capacity as fee owner of both the Stonebridge Parcel and the Meridian Parcel. Although SCH will be the sole owner of both parcels at the time of execution, the REA must be structured to operate effectively in the event that the parcels are at any future time held by separate entities — whether as a result of phased disposition, refinancing, foreclosure, condominium conversion, or any other transfer. Accordingly, the REA should be drafted to:
(a) Define each parcel as a separate "Parcel" under the REA, with the owner of each Parcel (whether SCH or any successor) designated as a "Parcel Owner";
(b) Provide that all covenants, conditions, restrictions, and easements created by the REA run with the land and are binding upon and inure to the benefit of each Parcel Owner and their respective successors, assigns, tenants, subtenants, licensees, and invitees;
(c) Include joinder provisions requiring any successor Parcel Owner to execute and deliver a joinder agreement assuming all obligations under the REA; and
(d) Include provisions addressing the governance of the Campus (e.g., common area decisions, budget approvals, dispute resolution) in the event of split ownership.
For purposes of the initial drafting, the REA should be structured as a declaration executed by SCH as the declarant and owner of both parcels, with the covenants and easements imposed on and benefiting both parcels as set forth in the declaration.
B. Key Provisions
1. Grant of Reciprocal Easements. The REA will establish the following reciprocal easements benefiting and burdening both parcels:
Vehicular and Pedestrian Access Easements. Non-exclusive, perpetual easements for vehicular and pedestrian ingress and egress across the internal campus roadways, driveways, parking areas, sidewalks, and pathways that connect the Stonebridge Parcel and the Meridian Parcel. These easements will ensure that vehicles, equipment, and personnel associated with either parcel may traverse the other parcel to access buildings, utility infrastructure, and common areas. The specific locations and dimensions of the access easements will be depicted on an exhibit to the REA based on the Campus site plan.
Utility Easements. Non-exclusive, perpetual easements for the installation, operation, maintenance, repair, replacement, and removal of utility lines, conduits, pipes, cables, and related infrastructure across both parcels. The utility easements will cover all utility systems serving the Campus, including:
• Electric power distribution (34.5kV feeders from the VPC substation to campus switchgear and from campus switchgear to individual buildings);
• Telecommunications and fiber optic infrastructure;
• Domestic water supply and fire protection water lines;
• Sanitary sewer lines;
• Natural gas service lines (if applicable); and
• Stormwater drainage infrastructure.
The utility easement provisions will be drafted broadly to accommodate future utility needs that may arise as the Campus is developed and expanded.
Construction Easements. Temporary, non-exclusive easements for construction activities during the Campus buildout period, including the right to stage construction materials, operate heavy equipment, install temporary construction fencing and signage, and route construction traffic across both parcels. The construction easements will be limited in duration to the 24-month construction period commencing upon issuance of the Notice to Proceed ("NTP") under the EPC Agreement with Titan-McAllister Construction Group, LLC (targeted for November 1, 2025) and extending through substantial completion of the final buildings (targeted for November 1, 2027). The construction easement provisions should include obligations to minimize interference with ongoing operations on the other parcel (relevant in the event of phased construction), to restore disturbed areas upon completion, and to maintain adequate insurance coverage during the construction period.
Emergency Access and Fire Lane Easements. Non-exclusive, perpetual easements for emergency vehicle access across both parcels, including fire lane access, ambulance routes, and emergency egress pathways. These easements must comply with the fire lane width, turning radius, and access requirements of the Loudoun County Department of Fire and Rescue and the applicable provisions of the Virginia Statewide Fire Prevention Code. The emergency access routes will be depicted on an exhibit to the REA and coordinated with the site plan approved by Loudoun County.
2. Common Area Maintenance and Cost Sharing. The REA will establish a comprehensive framework for the maintenance and cost sharing of Campus common areas.
Definition of Common Areas. The REA will define "Common Areas" to include all areas and facilities that serve the Campus as a whole and are not exclusively dedicated to a single parcel's use. Common Areas will include, at a minimum:
• Internal campus roadways, driveways, and parking areas serving both parcels;
• Shared landscaping, screening buffers, and perimeter fencing;
• Campus security infrastructure, including perimeter gates, guardhouses, CCTV systems, and access control systems serving both parcels;
• Shared stormwater management facilities (including detention/retention ponds, bio-retention areas, and underground storage systems) that serve drainage areas on both parcels;
• Shared utility corridors and utility infrastructure serving both parcels; and
• Any other areas or facilities designated as Common Areas by the declarant or, in the event of split ownership, by agreement of the Parcel Owners.
Cost Allocation Methodology. The REA will establish a methodology for allocating the costs of maintaining, repairing, and replacing Common Areas among the Parcel Owners. We recommend that costs be allocated proportionally based on parcel acreage, which provides a simple, objective, and verifiable basis for allocation:
• Stonebridge Parcel: 76.2% (62.0 acres ÷ 81.4 total acres)
• Meridian Parcel: 23.8% (19.4 acres ÷ 81.4 total acres)
Alternative allocation methodologies — such as allocation based on building square footage or MW capacity — could be considered, but these metrics may not be fixed at the time of REA execution (particularly if future buildings are contemplated on the Meridian Parcel) and would require periodic recalculation as the Campus is developed. The acreage-based allocation has the advantage of being fixed and determinable from the outset. We should discuss the preferred methodology with Leonard Castellano and the Kestrel team before finalizing the REA draft.
Annual Budget and Reconciliation. The REA will require the preparation of an annual budget for Common Area maintenance and operations, with a reconciliation of actual costs against budgeted amounts at the end of each fiscal year. In the event of split ownership, the REA will include provisions governing the budget approval process, including a dispute resolution mechanism in the event of disagreement among Parcel Owners.
Current Common Ownership. We recognize that these cost-sharing provisions are largely academic while both parcels remain under common ownership. However, their inclusion is essential for two reasons. First, the lenders will require these provisions as a condition of the construction loan — lender's counsel at Redmond & Calloway LLP will want assurance that, in the event of a foreclosure or other transfer resulting in split ownership, the Campus can continue to operate as a unified facility with enforceable cost-sharing obligations. Second, the provisions provide the structural foundation for any future transaction involving separate ownership, financing, or disposition of individual parcels or buildings.
3. Use Restrictions and Covenants. The REA will impose the following use restrictions and covenants on both parcels:
Permitted Uses. Uses of both parcels will be limited to data center operations, utility infrastructure (including the VPC substation), telecommunications facilities, and ancillary uses that are consistent with (a) the ZMOD approval to be obtained for the Campus (ZMOD-2025-0038), (b) the Loudoun County Zoning Ordinance as applicable to the PD-IP zoning district as modified by the ZMOD, and (c) the intended character and operation of a first-class data center campus. Ancillary uses would include, for example, administrative offices, network operations centers, security facilities, equipment storage, and parking.
Prohibited Uses. The REA will prohibit any use of either parcel that would (a) constitute a nuisance (whether public or private) to the other parcel or to adjacent properties, (b) create environmental liability or involve the generation, storage, treatment, or disposal of hazardous materials (other than those customarily used in data center operations, such as diesel fuel for backup generators and battery electrolyte, in compliance with applicable environmental laws), (c) violate any applicable law, regulation, ordinance, or governmental requirement, or (d) materially interfere with the operations of the other parcel.
Noise Limitations. Data center operations — particularly cooling systems and backup generators — can generate significant noise. The REA will include noise limitation provisions consistent with the proffer commitments being negotiated as part of the ZMOD application. The draft proffer statement currently under preparation by Ashcroft & Wynn, P.C. addresses noise mitigation measures, including specifications for sound-attenuating enclosures on generators and mechanical equipment, and noise level limits at property boundaries. The REA noise provisions should mirror these proffer commitments to ensure consistency between the contractual and regulatory frameworks.
Visual Screening and Landscaping. The REA will require the maintenance of visual screening buffers and landscaping along the Campus perimeter, consistent with the proffer commitments and site plan conditions. These obligations are particularly important along the boundaries adjacent to residential or mixed-use properties, where the visual impact of data center facilities is a recurring concern in the Loudoun County zoning process.
4. Insurance and Indemnification. Property Insurance. Each Parcel Owner will be required to maintain property insurance covering the improvements on its parcel in an amount not less than the full replacement cost of such improvements. For the initial Campus program, the target replacement cost is $600,000,000 across all buildings and infrastructure, with the property insurance program to be placed through Northgate Insurance Brokerage, LLC (William Keane, lead broker). The REA will cross-reference the insurance requirements of the Construction Loan Agreement, which will specify minimum coverage amounts, approved carriers, and endorsement requirements.
Liability Insurance. Each Parcel Owner will maintain commercial general liability insurance with limits reasonably acceptable to the other Parcel Owner and the lenders, covering bodily injury, property damage, and personal injury arising from the ownership, operation, and maintenance of its parcel and the Common Areas.
Mutual Indemnification. The REA will include mutual indemnification provisions under which each Parcel Owner indemnifies the other (and the other's officers, directors, members, managers, employees, agents, and lenders) against all claims, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising from (a) such Parcel Owner's negligence or willful misconduct in the maintenance or operation of the Common Areas, or (b) such Parcel Owner's breach of any covenant, condition, or restriction under the REA.
Waiver of Subrogation. Each Parcel Owner will waive its rights of subrogation against the other Parcel Owner with respect to losses covered by the waiving party's property insurance. This provision prevents an insurance carrier from pursuing contribution claims against the other Parcel Owner for covered losses and is standard in multi-parcel REAs.
5. Casualty and Condemnation. Casualty Restoration. In the event of a casualty (fire, storm, or other insured peril) affecting any shared infrastructure or Common Areas, the REA will require the Parcel Owner responsible for maintenance of the affected infrastructure to promptly undertake restoration using available insurance proceeds. The restoration must return the affected facilities to their pre-casualty condition, unless the Parcel Owners agree to an alternative scope of restoration.
Condemnation. The REA will address the allocation of condemnation awards in the event that any portion of either parcel — or any Common Area — is taken by eminent domain or inverse condemnation. Condemnation award proceeds attributable to the taken area will be allocated to the Parcel Owner(s) whose parcel is affected, with any portion attributable to shared infrastructure allocated in accordance with the cost-sharing methodology established by the REA.
Coordination with Construction Loan Agreement. The casualty and condemnation provisions of the REA must be coordinated with — and must not conflict with — the corresponding provisions of the Construction Loan Agreement. The Construction Loan Agreement will likely grant the Administrative Agent the right to apply casualty insurance proceeds and condemnation awards to the outstanding loan balance under specified circumstances (e.g., if the casualty occurs during the final 12 months of the loan term or if the borrower is in default). The REA should acknowledge the lenders' priority and include carve-outs ensuring that the REA's restoration obligations are subject to the lenders' rights under the Construction Loan Agreement.
6. Default and Remedies. Notice and Cure. The REA will include a notice-and-cure mechanism under which a defaulting Parcel Owner receives written notice specifying the nature of the default and a reasonable cure period — typically thirty (30) days for monetary defaults and sixty (60) days for non-monetary defaults (with an extension of the cure period for non-monetary defaults that cannot reasonably be cured within sixty days, provided the defaulting Parcel Owner commences cure within the initial period and diligently prosecutes the cure to completion).
Self-Help. If a Parcel Owner fails to perform its maintenance or repair obligations under the REA within the applicable cure period, the non-defaulting Parcel Owner will have the right (but not the obligation) to perform the required work and to recover its reasonable costs from the defaulting Parcel Owner, together with interest at a rate specified in the REA (typically the lesser of 1.5% per month or the maximum rate permitted by law). The non-defaulting Parcel Owner's right to recover costs will be secured by a lien on the defaulting Parcel Owner's parcel, subordinate to the lien of any first-priority deed of trust.
No Termination Right. The REA should not be terminable by any Parcel Owner as a remedy for default. The covenants, conditions, restrictions, and easements established by the REA are intended to run with the land in perpetuity (or for a term certain with automatic renewal), and the severance of either parcel from the REA framework would undermine the integrated operation of the Campus and jeopardize the lenders' security. Remedies for default should be limited to self-help, monetary recovery, specific performance, and injunctive relief.
7. Lender Protections. The REA must include robust lender protection provisions to satisfy the requirements of the Construction Loan Agreement and to obtain lender's counsel's approval. The key lender protection provisions include:
Subordination / Non-Disturbance. The REA will provide that it survives any foreclosure of the Deed of Trust or any transfer in lieu of foreclosure. This is typically accomplished through a provision stating that the REA is not extinguished by foreclosure and that any purchaser at a foreclosure sale takes title subject to the REA. This provision protects the integrated campus structure in the event of a loan default and is essential for the lenders, who need assurance that the Campus will continue to function as a unified facility regardless of ownership changes resulting from a foreclosure.
Lender Consent. The REA will require the prior written consent of the Administrative Agent (on behalf of the lending syndicate) for any amendment, modification, supplement, termination, or release of the REA. This consent right ensures that the lenders retain control over changes to the fundamental operating framework for the Campus during the term of the construction loan (and any subsequent permanent financing secured by the Deed of Trust).
Lender Cure Rights. The REA will grant the lenders the right (but not the obligation) to cure any default by a Parcel Owner under the REA. The lender's cure period will run in addition to — and will commence upon the expiration of — the Parcel Owner's cure period, providing the lenders with an additional window of time to preserve the REA in the event that a Parcel Owner fails to cure its own default.
Deed of Trust Reference. The REA will specifically reference the Deed of Trust in favor of Summit National Bank, N.A. as Administrative Agent, securing the $390,000,000 construction loan facility, and will provide that the lender protection provisions of the REA inure to the benefit of the Administrative Agent and the lenders identified in the Deed of Trust, as well as any successor lenders or replacement administrative agents.
8. Recording and Priority. The REA will be recorded in the land records of Loudoun County, Virginia, promptly after the recording of the Special Warranty Deeds conveying the Stonebridge Parcel and the Meridian Parcel to SCH. Recording of the REA prior to or simultaneously with the Deed of Trust is essential to establish the REA as a prior encumbrance that survives foreclosure. This recording sequence ensures that the REA constitutes a permitted encumbrance under the Deed of Trust and is reflected as such in the lender's title insurance policy.
The title insurance implications of the REA recording must be coordinated with the title company and title insurer. Sovereign Title Insurance Company (as underwriter, through its issuing agent, Fidelitas Title & Escrow, Inc.) will be asked to issue endorsements to the lender's title policy ($390,000,000 policy amount) confirming that the REA does not impair the insured estate and that the easements created by the REA are reflected as permitted encumbrances. We anticipate that Sovereign Title will require review of the final REA prior to issuing these endorsements, and we should plan for a title review period of at least two weeks following delivery of the final executed REA.
V. SUBSTATION EASEMENT — VANTAGE POWER COOPERATIVE
A. Overview. The electrical power supply for the Campus will be provided by VPC through a dedicated 230kV/34.5kV utility substation to be constructed on a designated portion of the Meridian Parcel. The substation is the critical path item for Campus energization and represents the single largest piece of third-party infrastructure on the Campus site.
Substation Infrastructure. VPC will construct, and following construction will own and operate, the substation. The substation will step down the incoming 230kV transmission voltage to 34.5kV distribution voltage for delivery to the Campus switchgear and, ultimately, to the individual data center buildings and the central utility plant. The substation will be designed to deliver 120 MVA of contracted demand — sufficient to serve the full 96 MW critical IT load program plus mechanical and electrical overhead.
Financial Arrangements. IHDC, through SCH, will fund a $18,500,000 line extension contribution to VPC under a Line Extension Funding Agreement ("LEFA") to be executed concurrently with the substation easement. The line extension contribution covers VPC's costs of designing, engineering, procuring, and constructing the substation and associated transmission infrastructure. The LEFA will provide for milestone-based disbursement of the contribution, with final payment tied to successful energization of the substation.
Service Agreement. The electrical service relationship between VPC and SCH is governed by a Large Load Service Agreement ("LLSA"), filed under VPC Service Application No. LSA-2025-0091. The LLSA establishes a 10-year service term commencing upon energization of the substation, with provisions for demand ramps, rate schedules, and service guarantees. The substation easement must be coordinated with and consistent with the terms of the LLSA.
Target Timeline. Substation energization is targeted for June 1, 2027, which is approximately two months ahead of the substantial completion target for Building A (August 1, 2027). This sequencing allows for commissioning and testing of the electrical distribution systems within the data center buildings prior to the commencement of tenant fit-out and IT load deployment.
B. Easement Terms
The Substation Easement Agreement will contain the following principal terms:
Grantee. Vantage Power Cooperative, a Virginia electric cooperative organized under the Virginia Electric Cooperative Act, with principal offices at 601 Sycolin Road SE, Leesburg, Virginia 20175.
Grantor. Stonebridge Campus Holdings LLC, as fee owner of the Meridian Parcel.
Easement Area. The easement area will be a designated portion of the Meridian Parcel, to be defined by a metes-and-bounds description and depicted on a recorded plat prepared by Lumen Ridge Engineering, PLLC. The precise size and configuration of the easement area will be determined based on VPC's substation design specifications, which have not yet been finalized. Based on our experience with similar substation installations in Loudoun County, we anticipate that the easement area will encompass between 1.5 and 3.0 acres. The easement area must accommodate the substation pad, transformers, switchyard, control building, perimeter fencing, and an access road connecting the substation to the Campus internal roadway network.
Purpose. The easement will grant VPC the right to construct, install, operate, maintain, repair, replace, upgrade, and ultimately remove the substation and all associated equipment, structures, transmission lines, distribution lines, poles, conductors, anchors, guy wires, access roads, fencing, security systems, and related infrastructure within the easement area.
Duration. The easement will be perpetual in duration, or alternatively, will be granted for the useful life of the substation plus a reasonable removal period (typically 24 months following decommissioning). At a minimum, the easement term must be coterminous with the term of the LLSA (10 years from energization), with provisions for extension or renewal corresponding to any renewal of the LLSA. We recommend a perpetual easement to avoid the uncertainty and administrative burden of term renewals, recognizing that the substation is essential Campus infrastructure that will be required for as long as the Campus is operational.
Exclusivity. The easement will be non-exclusive. SCH will retain underlying fee ownership of the easement area, subject to VPC's easement rights. SCH's retained rights should be limited, however, to uses that do not interfere with VPC's construction, operation, or maintenance of the substation. As a practical matter, the easement area will be fenced and access-controlled by VPC, and SCH's retained rights will be largely theoretical during the period of active substation operations.
Access. VPC will have unrestricted 24-hour, 7-day-a-week access to the easement area for operations, maintenance, inspection, emergency response, and all other activities reasonably necessary for VPC to perform its obligations under the LLSA and applicable regulatory requirements. The access route from the public right-of-way (or from the Campus internal roadway network) to the easement area will be designated on the recorded plat and subject to a separate access easement appurtenant to the substation easement.
Construction Period. VPC's construction contractor will be responsible for constructing the substation within the easement area. The construction timeline must be coordinated with the overall Campus construction schedule managed by Kestrel Infrastructure Advisors, LLC (Diane Prescott). We anticipate that substation construction will commence in the first quarter of 2026, with energization targeted for June 1, 2027. During the construction period, VPC's contractor will require temporary construction staging areas and access routes, which should be addressed through temporary construction easements within the substation easement agreement or by cross-reference to the temporary construction easements in the REA.
C. Key Negotiation Issues
The substation easement raises several negotiation issues that require careful attention:
Scope Limitations. The easement should be limited in scope to the substation and directly related infrastructure serving the Campus. VPC should not have the right to expand the substation or to use the substation to serve third-party customers or loads outside the Campus without the prior written consent of SCH (which consent may be withheld in SCH's reasonable discretion). This is a critical point for IHDC, which is making an $18,500,000 line extension contribution to fund the substation specifically for Campus use. If VPC seeks to serve additional load from the substation in the future, IHDC should have the ability to negotiate appropriate compensation or conditions.
Relocation Rights. SCH should retain the right, under limited circumstances, to require relocation of the easement area to an alternative location on the Meridian Parcel. This right would be exercisable only at SCH's expense and only upon reasonable advance notice (e.g., 18 to 24 months) to VPC, and would be subject to VPC's reasonable operational constraints and applicable regulatory requirements. The relocation right provides flexibility for future Campus reconfiguration or expansion, but VPC is likely to resist broad relocation rights given the substantial cost and operational disruption of relocating a 230kV substation. We recommend drafting the relocation provision narrowly, limiting it to circumstances where the relocation is reasonably necessary for Campus development or expansion and where the alternative location is operationally equivalent for VPC's purposes.
Environmental Compliance and Indemnification. VPC will be solely responsible for all environmental compliance within the easement area, including compliance with all federal, state, and local environmental laws applicable to the construction and operation of the substation. VPC will indemnify SCH (and the lenders, as additional indemnified parties) against all losses, claims, damages, costs, and liabilities arising from any release, discharge, or disposal of hazardous materials by VPC or its contractors within the easement area, including transformer oil (which may contain PCBs in older equipment), SF6 gas used in circuit breakers, and any other substances used in substation operations. The environmental indemnification should survive the termination or expiration of the easement.
Insurance. VPC will be required to maintain commercial general liability insurance covering its operations within the easement area, with minimum limits to be negotiated (we recommend at least $5,000,000 per occurrence and $10,000,000 in the aggregate, or such higher limits as lender's counsel may require). SCH, the Administrative Agent, and the lenders must be named as additional insureds on VPC's liability policy. VPC will also maintain property insurance covering its substation equipment and improvements within the easement area.
Subordination to Deed of Trust. This is perhaps the most significant negotiation issue from the lender's perspective. The lenders will prefer that the substation easement be subordinate to the Deed of Trust, so that a foreclosure would extinguish VPC's easement rights and allow the lenders (or a foreclosure purchaser) to take title free of the easement. However, VPC will not agree to subordination. From VPC's perspective, the substation is essential utility infrastructure serving its service territory, and VPC has invested substantial capital (funded in part by IHDC's line extension contribution) in designing and constructing the substation. VPC will insist that its easement rights survive foreclosure.
We recommend treating the substation easement as a permitted encumbrance in the Deed of Trust and the lender's title policy, rather than attempting to negotiate subordination. This approach is consistent with market practice for utility easements in data center transactions. The substation is essential to the operation and value of the Campus as collateral — without it, the Campus cannot receive electrical power — and a foreclosure purchaser would need the substation to continue operating. Extinguishing VPC's easement rights upon foreclosure would be counterproductive from the lenders' perspective. We should coordinate with Victor Redmond at Redmond & Calloway LLP on this point early in the negotiation process to confirm lender's counsel's comfort with this approach.
Coordination with LLSA. The easement terms must be consistent with the LLSA, particularly regarding the following provisions: (a) the service term and any renewal or termination provisions, (b) default and remedies, including VPC's right to disconnect service in the event of borrower default under the LLSA, (c) access requirements for VPC's operations and maintenance activities, and (d) any provisions of the LLSA that reference or are conditioned upon the existence of the easement. We should conduct a detailed cross-reference analysis of the easement and the LLSA prior to finalizing either document.
Recording. The substation easement will be recorded in the Loudoun County land records, together with a metes-and-bounds description of the easement area and a recorded plat prepared by Lumen Ridge Engineering, PLLC (Carlos Esteban, PE). Recording should occur simultaneously with the other Campus easement instruments at the land closings on September 15, 2025, or as soon thereafter as the VPC easement area survey is finalized.
VI. CROSS-ACCESS AND UTILITY EASEMENT AGREEMENT
A. Overview. The Cross-Access and Utility Easement Agreement (the "Cross-Access Agreement") is a standalone instrument that establishes specific, survey-defined reciprocal easements for vehicular and pedestrian access and for the routing of all utility services between the Stonebridge Parcel and the Meridian Parcel. While the REA establishes the general framework for reciprocal access and utility rights, the Cross-Access Agreement provides the detailed, parcel-specific easement descriptions, dimensions, and locations that implement the framework.
The Cross-Access Agreement supplements the REA and will be cross-referenced in the REA. In the event of any conflict between the general provisions of the REA and the specific provisions of the Cross-Access Agreement regarding access or utility easements, the Cross-Access Agreement will control.
B. Vehicular and Pedestrian Access
Reciprocal Access Easements. The Cross-Access Agreement will grant non-exclusive, perpetual, reciprocal easements for vehicular and pedestrian ingress and egress across designated access roads, driveways, and pathways connecting the Stonebridge Parcel and the Meridian Parcel. These easements will enable vehicles, equipment, and personnel associated with either parcel to travel freely between the two parcels via the internal campus roadway network.
Primary and Secondary Access Points. The Cross-Access Agreement will identify and depict on a recorded plat the primary and secondary access points serving the Campus:
• Primary Access: The primary vehicular access to the Campus will be from Belmont Ridge Road and Stonebridge Boulevard, both of which front the Stonebridge Parcel. The primary access points will include gated entrances with security checkpoints, consistent with the security requirements of a Tier III+ data center facility.
• Secondary/Internal Access: Internal campus roadways will connect the Stonebridge Parcel to the Meridian Parcel, providing vehicular and pedestrian access from the primary access points on the Stonebridge Parcel to the VPC substation, utility corridors, future building pads, and stormwater facilities on the Meridian Parcel. The alignment and width of the internal roadway connections will be determined by the Campus site plan.
Emergency Vehicle Access. Dedicated emergency vehicle access routes will be established to comply with the access, turning radius, and fire lane requirements of the Loudoun County Department of Fire and Rescue. The emergency access routes must accommodate ladder trucks and other large emergency vehicles and must be maintained clear of obstructions at all times. The Cross-Access Agreement will include provisions requiring both parcels to maintain emergency access routes in accordance with applicable fire code requirements.
Construction Traffic. During the 24-month construction period (targeted November 1, 2025 through November 1, 2027), the Cross-Access Agreement will provide temporary construction easements for construction traffic routing, including staging areas, material delivery routes, and heavy equipment access paths. The temporary construction easements will terminate upon substantial completion of the Campus construction. Construction traffic management will be coordinated with the overall construction schedule managed by Kestrel Infrastructure Advisors and the traffic management plan required by Loudoun County as a condition of site plan approval.
C. Utility Easements
The Cross-Access Agreement will establish specific utility easements for each category of utility service traversing both parcels:
Electric. A dedicated easement corridor for power transmission from the VPC substation on the Meridian Parcel to each of the four data center buildings and the central utility plant on the Stonebridge Parcel. The electric easement corridor will accommodate the 34.5kV feeders running from the substation to the Campus switchgear locations. Given the voltage level and the number of feeders required (multiple redundant feeders to each building for 2N power distribution), the electric easement corridor will be wider than standard utility easements — we anticipate a corridor width of 50 to 100 feet, depending on whether the feeders are routed underground in duct banks or overhead on poles. Underground routing is preferred from an aesthetic and operational standpoint but is more expensive and may require wider corridors for duct bank access and maintenance. The routing decision should be coordinated with VPC and Lumen Ridge Engineering.
Telecommunications and Fiber Optic. Easements for fiber optic conduit runs between the parcels and from off-site carrier points of presence. The telecommunications easements will accommodate conduit pathways for multiple fiber carriers, consistent with the Campus's role as a carrier-neutral facility offering diverse fiber connectivity. The conduit runs will typically be routed alongside the electric duct banks within a shared utility corridor, though separation requirements between power and telecommunications infrastructure may necessitate offset distances.
Water and Sanitary Sewer. Easements for domestic water supply lines and sanitary sewer connections serving the Campus. The water and sewer infrastructure will connect to Loudoun Water's (the regional water and sewer authority) distribution and collection systems, with lateral connections serving both parcels. The easement corridor must accommodate both the water main and the sewer main, as well as fire protection water lines serving the building sprinkler systems and exterior fire hydrants.
Natural Gas. If applicable, easements for natural gas service lines serving the Campus. The current building program does not include natural gas-fired equipment, but the easement framework should accommodate gas service lines as a contingency in the event that future building designs or tenant requirements call for natural gas service.
Stormwater. Cross-parcel stormwater drainage easements allowing stormwater runoff to flow across parcel boundaries to the Campus stormwater management facilities. These easements will be coordinated with the standalone Stormwater Management Facility Easement and Maintenance Agreement discussed in Section VII below. The stormwater easements in the Cross-Access Agreement will address the cross-parcel conveyance infrastructure (pipes, channels, and swales), while the stormwater management facility easement will address the end-of-line treatment and detention/retention facilities.
D. Easement Widths and Locations
The specific widths and locations of all access and utility easements established by the Cross-Access Agreement will be determined based on the Campus site plan prepared by Lumen Ridge Engineering, PLLC (Carlos Esteban, PE). The easement locations must be coordinated with the ALTA/NSPS surveys of both parcels, which are currently in progress with a completion target of June 15, 2025.
Standard utility easement widths for underground utilities in Loudoun County typically range from 20 to 30 feet, providing sufficient width for the utility installation, maintenance access, and any required separation from other infrastructure. For overhead or high-voltage transmission corridors (34.5kV and above), easement widths of 50 to 100 feet are typical, depending on the specific utility requirements, applicable NESC clearance distances, and Loudoun County requirements.
Each easement will be described by metes-and-bounds descriptions and depicted on recorded plats, all prepared by Lumen Ridge Engineering, PLLC. The plats will be recorded as exhibits to the Cross-Access Agreement.
E. Maintenance and Repair
The Cross-Access Agreement will allocate maintenance responsibilities for each utility and access easement area as follows:
Infrastructure Maintenance. The owner of the dominant estate (i.e., the Parcel Owner whose infrastructure is installed within the easement area) will be responsible for maintain

MEMORANDUM

MATTER NO.: 1043-00002

I. EXECUTIVE SUMMARY

III. RECOMMENDED EASEMENT AND DECLARATION STRUCTURE

IV. RECIPROCAL EASEMENT AND OPERATION AGREEMENT (REA) / DECLARATION

VI. CROSS-ACCESS AND UTILITY EASEMENT AGREEMENT

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