1043-00002 · Ironhaven Data Centers LLC · Engagement & Administration

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MEMORANDUM

PRIVILEGED AND CONFIDENTIAL — ATTORNEY WORK PRODUCT

TO: Douglas Fairchild, Responsible Partner, Real Estate Practice Group

FROM: Angela Fontaine, Billing Partner, Real Estate Practice Group

DATE: March 12, 2025

RE: Conflict Check Results — Stonebridge Data Center Campus Development (Matter No. 1043-00002)

CLIENT: Ironhaven Data Centers LLC

CLASSIFICATION: Internal — Not for Distribution Outside Calderwood & Harkness LLP

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1. Introduction and Purpose

This memorandum documents the results of the comprehensive conflict-of-interest check conducted by the Office of General Counsel and the Conflicts Department of Calderwood & Harkness LLP ("C&H" or the "Firm") in connection with the proposed engagement of the Firm by Ironhaven Data Centers LLC ("IHDC" or the "Client") for representation in the approximately $600,000,000 ground-up data center campus development project located in Loudoun County, Virginia, known as the Stonebridge Data Center Campus (the "Project" or the "Stonebridge Campus"). This memorandum is prepared in accordance with the Firm's internal conflict-of-interest policies and procedures, and is subject to the protections of the attorney work product doctrine and the attorney-client privilege, to the extent applicable.

The matter was opened on March 12, 2025, and has been assigned Matter No. 1043-00002 in the Firm's billing and matter management system. The proposed engagement represents a new client relationship for the Firm; neither IHDC nor any of its known affiliates have previously retained Calderwood & Harkness LLP for any matter.

The scope of the proposed engagement is multi-faceted and encompasses the following principal workstreams: (a) land assemblage from multiple sellers, including the negotiation, drafting, and closing of purchase and sale agreements for at least two parcels totaling approximately 81.4 acres; (b) entitlement and permitting work, including land use applications, special exception proceedings, and coordination with local zoning counsel; (c) negotiation and documentation of an Engineering, Procurement, and Construction ("EPC") contract with the selected general contractor under a guaranteed maximum price structure; (d) negotiation and documentation of power procurement agreements with the primary utility provider; and (e) structuring and documentation of project-level construction financing, including a syndicated loan facility of approximately $390,000,000. Additional workstreams, including formation of special-purpose entities, tax structuring, and related ancillary agreements, are also contemplated as part of the overall engagement.

The conflict check was run against all known parties, counterparties, key principals, affiliated entities, and anticipated third-party participants identified during the engagement intake process. The intake questionnaire was completed by IHDC's Chief Financial Officer, Priya Dasgupta, and supplemented by discussions between Angela Fontaine and Leonard Castellano, IHDC's Executive Vice President of Development, on March 8 and March 10, 2025.

The following individuals have been designated as the engagement team for this matter:

• Responsible Partner: Douglas Fairchild, Real Estate Practice Group

• Billing Partner: Angela Fontaine, Real Estate Practice Group

• Lead Associate: Cynthia Ho, Real Estate Practice Group

• Working Associate: Grace Nakamura, Real Estate Practice Group

• Specialist Partner (Tax): Sylvia Hartwell, Tax Practice Group

This memorandum sets forth the scope of the conflict search, identifies all parties and individuals against whom the search was conducted, presents the detailed results of the search, highlights certain informational notes for the engagement team's awareness, and provides our clearance determination.

2. Scope of Conflict Search

2.1 Conflict Check System and Procedures

The conflict check was conducted in accordance with the Firm's Conflict of Interest Policy (as most recently revised effective January 1, 2025) and the Virginia Rules of Professional Conduct, Rules 1.7 (Conflict of Interest: Current Clients), 1.8 (Conflict of Interest: Specific Rules), 1.9 (Duties to Former Clients), and 1.10 (Imputation of Conflicts of Interest: General Rule). The search was performed using the Firm's centralized conflicts database ("C&H ConflictCheck"), which is maintained by the Conflicts Department under the supervision of the Office of General Counsel.

The C&H ConflictCheck system encompasses the following categories of records:

• All currently active client matters across all Firm offices and practice groups;

• All closed client matters within the Firm's records retention period (currently ten years from date of matter closure);

• All prospective engagements currently under review or pending engagement letter execution;

• Lateral hire conflict disclosures submitted by attorneys who joined the Firm within the preceding five years;

• Known adverse parties and counterparties associated with active and closed matters; and

• Key individual contacts, including officers, directors, managing members, and principals associated with entity clients and counterparties.

The database is updated on a continuous basis as new matters are opened, existing matters are closed or modified, and new lateral attorneys are onboarded. The Conflicts Department verified that the database was current through March 11, 2025, prior to conducting the searches documented herein.

2.2 Search Parameters

For each entity and individual identified for search, the following search parameters were applied:

• Full legal names of all entities, including formal entity designations (LLC, LP, Inc., N.A., etc.);

• Short names and trade names (d/b/a designations), where known;

• Known aliases and former names, where applicable;

• Employer Identification Numbers ("EINs"), where available, to confirm identity matches and reduce false positives;

• State entity identification numbers (e.g., Virginia State Corporation Commission Entity IDs, Delaware Division of Corporations file numbers), where available; and

• Full legal names of key principals and officers, including first name, middle initial (where known), and last name.

Searches were conducted using both exact-match and fuzzy-match (partial/phonetic) algorithms to capture potential matches involving misspellings, abbreviations, variations in entity designations, and similar permutations. Where a potential match was returned by the system, it was manually reviewed by a Conflicts Analyst and, where necessary, escalated to the undersigned for further analysis.

2.3 Categories of Parties Searched

The conflict search was conducted for entities and individuals falling within the following categories, as identified during the engagement intake process:

1. Client and its affiliates — IHDC, its equity sponsors, intermediate holding companies, management incentive vehicles, and entities to be formed in connection with the Project;

2. Sellers — All sellers of real property to be acquired in connection with the land assemblage;

3. Lenders and financing parties — The administrative agent, co-lenders, and other participants in the proposed construction loan syndicate;

4. EPC Contractor — The general contractor engaged under the anticipated EPC/GMP contract;

5. Utility provider — The primary electric utility from which the Project will procure power;

6. Title, escrow, and insurance parties — Title companies, title underwriters, insurance carriers (including CGL, builder's risk, surety, D&O), and insurance brokers;

7. Opposing and co-counsel law firms — Law firms representing sellers, lenders, and other counterparties, as well as local counsel to be retained on IHDC's behalf;

8. Consultants and advisors — Land use consultants, environmental consultants, geotechnical engineers, owner's representatives, civil engineers, appraisers, and accountants; and

9. Key individuals — Officers, directors, managing members, and principals of all of the foregoing entities.

A complete log of all searches conducted, including search dates, methodologies, and result codes, is set forth in Appendix A to this memorandum.

3. Parties Searched

The following tables identify each entity and individual against whom the conflict check was conducted. The information set forth below was obtained from the Client's engagement intake questionnaire, publicly available corporate filings, and preliminary due diligence materials provided by IHDC and its advisors.

3.1 Client and Affiliated Entities

The ownership structure of IHDC, as reflected in the organizational chart provided by the Client, is summarized as follows: Ridgeline Capital Partners Fund IV, LP ("Fund IV") holds 100% of the membership interests in RCP Digital Holdings LLC ("RCP Digital"), which in turn holds 92% of the membership interests in IHDC. The remaining 8% is held by Ironhaven Management Incentive Pool LLC, a profits-interest vehicle established for the benefit of IHDC's management team. Fund IV's general partner is Ridgeline Capital Management LLC, which is managed by Julian Hargrove.

3.2 Sellers.

The Project contemplates the assemblage of two contiguous parcels in Loudoun County, Virginia. The primary parcel (the "Stonebridge Parcel"), consisting of approximately 62.0 acres, is currently owned by Blackthorn Realty Group, Inc. The adjacent parcel (the "Meridian Parcel"), consisting of approximately 19.4 acres, is currently owned by Meridian Acres LLC. Both parcels are necessary for the full campus buildout as designed by IHDC's development team. IHDC will be the buyer of both parcels, and the Firm will represent IHDC as buyer in both acquisition transactions.

3.3 Lenders and Financing Parties

The proposed construction financing for the Project is structured as a $390,000,000 syndicated construction loan facility, with Summit National Bank, N.A. serving as Administrative Agent and Lead Lender. The borrower under the facility will be the to-be-formed Stonebridge Campus Holdings LLC, with IHDC providing a completion guaranty and customary equity contribution requirements. Additional syndicate participants may be added prior to or following the initial closing; if so, supplemental conflict checks will be required at that time.

3.4 EPC Contractor

TMCG has been selected as the general contractor for the Project under an EPC contract structure with a guaranteed maximum price ("GMP") of $412,000,000. The Firm will represent IHDC as owner in the negotiation and documentation of the EPC contract and all related construction documents, including the owner-contractor agreement, general conditions, design-build subcontracts (to the extent the owner is a party), and performance and payment bond requirements.

3.5 Utility Provider

The Project requires a dedicated power allocation of 120 MVA from VPC under a long-term power purchase and service agreement. The Firm will represent IHDC in the negotiation of the power procurement agreement with VPC.

3.6 Title, Escrow, and Insurance Parties

The Firm does not represent any of the foregoing title, escrow, or insurance parties in this transaction. These entities are identified for conflict-check purposes as anticipated participants in the Project whose interests may intersect with those of the Client.

3.7 Opposing and Co-Counsel Law Firms

WPS and D&M represent the sellers of the two parcels being acquired by IHDC and are therefore adverse to the Client in the land acquisition workstream. R&C represents the lending syndicate and is therefore adverse to the Client in the construction financing workstream. A&W is being retained as local zoning counsel in Loudoun County, Virginia, to work under the direction and supervision of Calderwood & Harkness LLP on behalf of IHDC.

3.8 Consultants and Advisors

These consultants and advisors are retained by IHDC (or, in the case of Greystone Appraisal Partners, by the construction lender) in connection with the Project. The Firm does not represent any of these entities in this or any other matter; they are included in the conflict search because their roles in the Project may create relationships or interactions that warrant review.

4. Conflict Check Results

4.1 Summary of Findings

The conflict search encompassed a total of thirty-one (31) entities and twenty-seven (27) named individuals across all categories described in Section 3 above. Each entity and individual was searched using the parameters and methodologies described in Section 2.2. A complete search log, including search dates, exact search strings utilized, match algorithms applied, and individual result codes, is set forth in Appendix A.

Overall Conclusion: No disqualifying conflicts of interest have been identified. The Firm may proceed with the engagement of Ironhaven Data Centers LLC in connection with the Stonebridge Data Center Campus development (Matter No. 1043-00002), subject to the informational notes detailed in Section 5 below.

One informational item was identified during the conflict check process: the Firm's Banking & Finance Practice Group previously represented Summit National Bank, N.A. as lender's counsel on two unrelated, now-closed matters. This informational item is analyzed in detail in Section 4.2.3 and Section 5.1 below, and does not give rise to a disqualifying conflict of interest.

4.2 Detailed Results by Category

4.2.1 Client and Affiliated Entities — Ironhaven Data Centers LLC and Related Parties. Result: No prior representation of IHDC, Ridgeline Capital Partners Fund IV, LP, Ridgeline Capital Management LLC, RCP Digital Holdings LLC, or Ironhaven Management Incentive Pool LLC was identified in the Firm's database. The search returned no exact matches and no fuzzy matches requiring further analysis for any of these entities.

No representation of any of the following individuals in any individual capacity was identified: Marcus Thorne (CEO, IHDC), Priya Dasgupta (CFO, IHDC), Leonard Castellano (EVP, Development, IHDC), or Julian Hargrove (Managing Partner, Ridgeline Capital Management LLC). Individual name searches for these persons returned no matches against the Firm's client, counterparty, or lateral hire disclosure records.

IHDC is a new client to the Firm. Accordingly, new client intake procedures have been completed in accordance with the Firm's New Client Acceptance Policy, including anti-money laundering screening, OFAC/SDN list screening, and verification of the Client's legal existence and good standing in its jurisdiction of formation. An engagement letter has been prepared contemporaneously with this memorandum and is being submitted separately to Marcus Thorne and Priya Dasgupta for execution (see Engagement Letter dated March 12, 2025, a copy of which is maintained in the matter file).

Conclusion: No conflict. The engagement may proceed as a new client relationship.

4.2.2 Sellers — Blackthorn Realty Group, Inc. and Meridian Acres LLC. Blackthorn Realty Group, Inc.: No current or prior representation of Blackthorn Realty Group, Inc. was identified in the Firm's database. The search returned no matches — exact or fuzzy — for either the entity name or its Virginia SCC Entity ID (0412876-3). No representation of Donald R. Whitaker (President) or Patricia Whitaker-Connolly (General Counsel) in any individual or entity-related capacity was identified. Additionally, no prior adverse representation against Blackthorn on any matter was identified in the Firm's records. The Firm has not previously acted on behalf of any client in a matter adverse to Blackthorn.

Meridian Acres LLC: No current or prior representation of Meridian Acres LLC was identified in the Firm's database. The search returned no matches for either the entity name or its EIN (84-6120983). No representation of Theodore Ashford (Managing Member) in any individual or entity-related capacity was identified. No prior adverse representation against Meridian on any matter was identified.

Conclusion: No conflict. IHDC will be the buyer in the acquisition transactions, positioned adverse to both Blackthorn Realty Group, Inc. and Meridian Acres LLC as sellers. The Firm has no current or former attorney-client relationship with either seller, and no duties of loyalty or confidentiality are owed to either entity. The Firm is free to represent IHDC in the negotiation and closing of both purchase and sale agreements without restriction.

4.2.3 Lenders — Summit National Bank, N.A., Cascade Commercial Lending Corp., and Harborview Trust Company. Summit National Bank, N.A.: The conflict search returned two (2) prior matter references for Summit National Bank, N.A. in the Firm's database. Both matters are now closed. The details of these prior representations are summarized as follows:

(a) Matter No. 1043-00002 — In 2022, the Firm's Banking & Finance Practice Group represented Summit National Bank, N.A. as lender's counsel in connection with a syndicated revolving credit facility for a borrower in the healthcare sector. The matter was opened on February 14, 2022, and closed on August 30, 2022. The engagement was led by Nathan Greaves (Partner, Banking & Finance, New York) and Victoria Liang (Associate, Banking & Finance, New York). Neither Mr. Greaves nor Ms. Liang is assigned to the current engagement. The transaction involved a healthcare services company and bore no relationship, factual or substantive, to data center development, real estate acquisition, or any of the subject matter of the Stonebridge Campus Project.

(b) Matter No. 1043-00002 — In 2023, the Firm's Banking & Finance Practice Group represented Summit National Bank, N.A. as lender's counsel in connection with a project finance transaction for a manufacturing facility located in Ohio. The matter was opened on March 7, 2023, and closed on November 15, 2023. The engagement was led by Nathan Greaves (Partner, Banking & Finance, New York) and Derek Chandra (Associate, Banking & Finance, New York). Neither Mr. Greaves nor Mr. Chandra is assigned to the current engagement. The transaction involved a specialty manufacturing company and bore no relationship, factual or substantive, to data center development, real estate acquisition in Virginia, or any of the subject matter of the Stonebridge Campus Project.

In the proposed Stonebridge Campus engagement, the Firm will represent IHDC (through its to-be-formed single-purpose entity, Stonebridge Campus Holdings LLC) as borrower in the negotiation and documentation of the $390,000,000 construction loan facility in which Summit National Bank, N.A. serves as Administrative Agent and Lead Lender. The Firm will therefore be positioned adverse to Summit in this transaction.

Analysis under Virginia Rule of Professional Conduct 1.9: Rule 1.9(a) provides that a lawyer who has formerly represented a client in a matter shall not thereafter represent another person in the same or a substantially related matter in which that person's interests are materially adverse to the interests of the former client, unless the former client gives informed consent, confirmed in writing. The key question is whether the current Stonebridge Campus engagement is the "same or a substantially related matter" to either of the two prior Summit representations. It is not. The prior representations involved (i) a healthcare-sector syndicated credit facility and (ii) a manufacturing-sector project finance transaction, respectively. Neither matter involved data center development, Loudoun County real estate, any of the parties to the current transaction, or any common factual nucleus. There is no reasonable basis to conclude that confidential information obtained during either prior Summit engagement could be used to the disadvantage of Summit in the current transaction. Accordingly, Rule 1.9(a) is not implicated, and consent from Summit is not required as a matter of professional responsibility.

Assessment: No disqualifying conflict. The prior representations of Summit are closed; no ongoing attorney-client relationship or continuing duty of loyalty exists between the Firm and Summit beyond the general duty under Rule 1.9 not to use confidential information from the prior representations against Summit. No such confidential information is relevant to the Stonebridge Campus development. Nevertheless, as a matter of professional courtesy and best practices, we recommend that Douglas Fairchild, as Responsible Partner, inform Karen Ellsworth (Managing Director, Real Estate Finance, Summit National Bank) at an appropriate time that Calderwood & Harkness LLP represents the borrower in this transaction. This notification is not legally required but is consistent with the Firm's practice of maintaining transparent relationships with repeat market participants. The Firm will not represent Summit or any other lender in this transaction; lender's counsel is Redmond & Calloway LLP, led by Victor Redmond.

Cascade Commercial Lending Corp.: No current or prior representation of Cascade Commercial Lending Corp. was identified in the Firm's database. The search returned no matches for either the entity name or the name of David Rennick (Relationship Manager). No prior adverse representation against Cascade was identified.

Harborview Trust Company: No current or prior representation of Harborview Trust Company was identified in the Firm's database. The search returned no matches for either the entity name or the name of Susan Applegategate (Lending Officer). No prior adverse representation against Harborview was identified.

Conclusion: No disqualifying conflict with any lending party. The informational note regarding the prior Summit representations is addressed further in Section 5.1.

4.2.4 EPC Contractor — Titan-McAllister Construction Group, LLC. Result: No current or prior representation of Titan-McAllister Construction Group, LLC ("TMCG") was identified in the Firm's database. The search was conducted for the full entity name, as well as shortened variations including "Titan-McAllister," "Titan McAllister," "TMCG," and the individual components "Titan Construction" and "McAllister Construction" to account for possible predecessor entities or trade names. No matches were returned for any variation. No representation of Raymond Okafor (President) or Michelle Tran (SVP, Data Center Programs) in any individual or entity-related capacity was identified. No prior adverse representation against TMCG was identified.

Conclusion: No conflict. The Firm may represent IHDC in the negotiation and documentation of the EPC contract and related construction documents adverse to TMCG without restriction.

4.2.5 Utility Provider — Vantage Power Cooperative. Result: No current or prior representation of Vantage Power Cooperative ("VPC") was identified in the Firm's database. The search was conducted for the full entity name and the abbreviation "VPC." No matches were returned. VPC is a member-owned electric cooperative; no individual principals were identified for search beyond the entity-level query. No prior adverse representation against VPC was identified.

Conclusion: No conflict. The Firm may represent IHDC in the negotiation of the power procurement agreement with VPC without restriction.

4.2.6 Title, Escrow, and Insurance Parties. Fidelitas Title & Escrow, Inc.: No current or prior representation of Fidelitas Title & Escrow, Inc. was identified in the Firm's database. Fidelitas will serve as the title company and escrow agent in the land acquisition transactions. The Firm does not represent Fidelitas in this or any other matter, and Fidelitas is not a client of the Firm.

Sovereign Title Insurance Company: No current or prior representation of Sovereign Title Insurance Company was identified in the Firm's database. Sovereign will serve as the title underwriter issuing owner's and lender's title insurance policies for the Project. The Firm does not represent Sovereign in this or any other matter.

Pinnacle Indemnity Insurance Co.: No current or prior representation of Pinnacle Indemnity Insurance Co. was identified in the Firm's database. Pinnacle is the CGL carrier for TMCG and may issue certificates of insurance in connection with the EPC contract.

Great Basin Surety & Insurance Corp.: No current or prior representation of Great Basin Surety & Insurance Corp. was identified in the Firm's database. Great Basin is expected to issue the builder's risk insurance policy and the performance and payment bonds required under the EPC contract.

Clearwater Specialty Underwriters, Inc.: No current or prior representation of Clearwater Specialty Underwriters, Inc. was identified in the Firm's database. Clearwater is the D&O liability carrier for IHDC, providing $10,000,000 in aggregate limits.

Northgate Insurance Brokerage, LLC: No current or prior representation of Northgate Insurance Brokerage, LLC was identified in the Firm's database. Northgate serves as IHDC's insurance broker and will coordinate the placement of Project-related insurance policies.

Conclusion: No conflicts with any title, escrow, or insurance party. The Firm has no current or former attorney-client relationship with any of the foregoing entities.

4.2.7 Opposing and Co-Counsel Law Firms. Whitfield, Poole & Stratton LLP: No representation of or by Whitfield, Poole & Stratton LLP ("WPS") in any matter related to the Stonebridge Campus Project was identified. The Firm's database was searched for WPS as both a client and a counterparty/opposing counsel. No matches were returned. Harrison Poole, the lead partner at WPS representing Blackthorn Realty Group, is not a former Calderwood & Harkness attorney. A review of the Firm's lateral hire disclosures confirmed that no current C&H attorney has reported WPS as a prior firm at which a potential conflict might arise. No restrictions on the Firm's ability to negotiate adverse to WPS on behalf of IHDC have been identified.

Dunleavy & Dunmore Benefits Consulting, PLLC: No representation of or by Dunleavy & Dunmore Benefits Consulting, PLLC ("D&M") in any matter related to the Stonebridge Campus Project was identified. Fiona Dunleavy, the lead attorney at D&M representing Meridian Acres LLC, is not a former Calderwood & Harkness attorney. No lateral hire conflicts were identified. No restrictions on the Firm's ability to negotiate adverse to D&M on behalf of IHDC have been identified.

Ashcroft & Wynn, P.C.: Ashcroft & Wynn, P.C. ("A&W") is being retained as local zoning counsel in Loudoun County, Virginia, to work under the direction and supervision of Calderwood & Harkness LLP on behalf of IHDC. A&W will serve in a co-counsel/local counsel capacity and will not independently represent IHDC absent the Firm's coordination. Thomas Ashcroft, the lead partner at A&W, is not a former Calderwood & Harkness attorney. No prior representations involving A&W as opposing counsel or as a client of the Firm were identified. No conflicts have been identified with A&W serving in a co-counsel/local counsel capacity on this engagement.

Redmond & Calloway LLP: Redmond & Calloway LLP ("R&C") serves as lender's counsel in the construction financing workstream of this transaction. Calderwood & Harkness and R&C have been positioned on opposing sides in prior unrelated transactions in the ordinary course of practice. A review of the Firm's database confirmed that there are no ongoing matters in which C&H and R&C serve as co-counsel or in which R&C is a client of C&H. Victor Redmond, the lead partner at R&C for this engagement, is not a former Calderwood & Harkness attorney. No lateral hire conflicts were identified. No restrictions on the Firm's ability to represent IHDC adverse to R&C's client (Summit National Bank and the lending syndicate) have been identified.

Conclusion: No conflicts with any law firm involved in the Stonebridge Campus Project. The Firm may freely interact with, negotiate against, or coordinate with each of the foregoing law firms in the course of this engagement.

4.2.8 Consultants and Advisors. Cornerstone Land Use Consulting, LLC / Alan Mercer: No current or prior representation of Cornerstone Land Use Consulting, LLC was identified in the Firm's database. No representation of Alan Mercer (Principal Consultant) was identified. No conflict.

Pendleton Environmental Associates, Inc. / Dr. Renata Volkov: No current or prior representation of Pendleton Environmental Associates, Inc. was identified in the Firm's database. No representation of Dr. Renata Volkov (Lead Environmental Scientist) was identified. No conflict.

Brannigan Geotechnical Engineering, LLC / Neil Brannigan, PE: No current or prior representation of Brannigan Geotechnical Engineering, LLC was identified in the Firm's database. No representation of Neil Brannigan, PE (Project Engineer) was identified. No conflict.

Kestrel Infrastructure Advisors, LLC / Diane Prescott: No current or prior representation of Kestrel Infrastructure Advisors, LLC was identified in the Firm's database. No representation of Diane Prescott (Engagement Lead) was identified. No conflict.

Lumen Ridge Engineering, PLLC / Carlos Esteban, PE: No current or prior representation of Lumen Ridge Engineering, PLLC was identified in the Firm's database. No representation of Carlos Esteban, PE (Project Principal) was identified. No conflict.

Greystone Appraisal Partners, LLC / Janet Choi, MAI: No current or prior representation of Greystone Appraisal Partners, LLC was identified in the Firm's database. No representation of Janet Choi, MAI (Lead Appraiser) was identified. We note that Greystone has been retained by the construction lender (not by IHDC) to prepare the independent appraisal required under the loan documents; the Firm does not represent Greystone and has no attorney-client relationship with this entity. No conflict.

Fielding & Associates, CPAs / Robert Fielding, CPA: No current or prior representation of Fielding & Associates, CPAs was identified in the Firm's database. No representation of Robert Fielding, CPA (Engagement Partner) was identified. No conflict.

Conclusion: No conflicts with any consultant or advisor identified in connection with the Stonebridge Campus Project.

5. Informational Notes and Recommendations

While no disqualifying conflicts have been identified, the following informational notes and recommendations are provided to the engagement team for awareness and action, as appropriate.

5.1 Prior Summit National Bank, N.A. Representations

As described in Section 4.2.3 above, the Firm previously represented Summit National Bank, N.A. ("Summit") as lender's counsel on two unrelated, now-closed matters:

(a) Matter No. 1043-00002 — 2022 Syndicated Credit Facility (Healthcare Sector). The Firm represented Summit as lender's counsel in the structuring and documentation of a syndicated revolving credit facility for a healthcare services company. The matter was opened on February 14, 2022, and closed on August 30, 2022. The engagement was staffed by Nathan Greaves (Partner, Banking & Finance, New York) and Victoria Liang (Associate, Banking & Finance, New York). The borrower in that transaction was an entity in the healthcare services industry, and the credit facility related to healthcare operations and working capital needs. There is no factual, substantive, or transactional overlap between that matter and the Stonebridge Campus development. No confidential information obtained during that representation is relevant to data center development, Loudoun County real estate, or any aspect of the current engagement.

(b) Matter No. 1043-00002 — 2023 Project Finance Transaction (Manufacturing Sector). The Firm represented Summit as lender's counsel in a project finance transaction for a specialty manufacturing facility located in Ohio. The matter was opened on March 7, 2023, and closed on November 15, 2023. The engagement was staffed by Nathan Greaves (Partner, Banking & Finance, New York) and Derek Chandra (Associate, Banking & Finance, New York). The project involved the construction of a manufacturing plant for an industrial products company, and the project finance documentation related to manufacturing operations, equipment procurement, and industrial site development in Ohio. There is no factual, substantive, or transactional overlap between that matter and the Stonebridge Campus development. No confidential information obtained during that representation is relevant to the current engagement.

Both prior matters are fully closed, and the Firm has no ongoing attorney-client relationship with Summit. Review of the engagement letters executed for both prior matters confirms that the scope of each representation was limited to the specific transaction described, with no provision for ongoing or general representation. No retainer or standing engagement arrangement with Summit exists or has ever existed. The Firm owes no continuing duty of loyalty to Summit beyond the obligations imposed by Virginia Rule of Professional Conduct 1.9, which prohibits the use of confidential information obtained during a prior representation to the disadvantage of a former client in the same or a substantially related matter. As analyzed in Section 4.2.3, the current engagement is not the same as, nor substantially related to, either prior Summit matter, and no confidential information from those representations could be used or would be relevant in the current engagement.

Recommendations:

1. As a matter of professional courtesy, it is recommended that Douglas Fairchild, as Responsible Partner, inform Karen Ellsworth (Managing Director, Real Estate Finance, Summit National Bank) at an appropriate time that Calderwood & Harkness LLP represents the borrower/developer in the Stonebridge Campus construction financing. This communication should make clear that the Firm is representing IHDC (through the to-be-formed borrower entity) and is not representing Summit or any lender in this transaction. The timing of this communication is at Mr. Fairchild's discretion, but it should ideally occur prior to or at the commencement of substantive loan documentation negotiations.

2. It is confirmed that no Calderwood & Harkness attorney currently staffed on Matter No. 1043-00002 (Fairchild, Fontaine, Ho, Nakamura, Hartwell) worked on either of the prior Summit matters (Matter Nos. 1043-00002 and 1043-00002). The prior Summit matters were staffed exclusively by Nathan Greaves, Victoria Liang, and Derek Chandra, none of whom are assigned to or have been consulted in connection with the Stonebridge Campus engagement. No ethical screen is required, but the Firm's standard practice of maintaining matter-level confidentiality through access controls in the document management system will be observed as with all matters.

5.2 Stonebridge Campus Holdings LLC (To Be Formed)

Stonebridge Campus Holdings LLC is a single-purpose Virginia limited liability company to be formed by IHDC as the borrower entity under the construction loan facility. As of the date of this memorandum, the entity does not yet exist, has not been filed with the Virginia State Corporation Commission, and has not been assigned an EIN. Because the entity is not yet in existence, it could not be meaningfully searched in the Firm's conflicts database.

Recommendation: Upon formation of Stonebridge Campus Holdings LLC and assignment of its Virginia SCC Entity ID and EIN, a supplemental conflict check should be run to confirm that no conflicts are identified against the newly formed entity. Given that the entity will be a wholly owned, single-purpose subsidiary of IHDC, organized solely for the purpose of holding the Project assets and serving as borrower under the construction loan, no independent conflict is anticipated. The supplemental check is recommended as a procedural safeguard consistent with the Firm's policies.

5.3 Future Parties

The Stonebridge Campus development is a large-scale, multi-phase project that is expected to involve additional parties as the transaction progresses. Categories of potential future parties that may require supplemental conflict checks include, but are not limited to:

• Additional co-lenders joining the construction loan syndicate (either at initial closing or through subsequent syndication);

• Mezzanine or preferred equity financing sources, if applicable;

• Key subcontractors retained by TMCG for critical-path scopes of work (e.g., electrical, mechanical, data center fit-out);

• Tenants or colocation customers, if IHDC pursues any pre-leasing prior to Project completion;

• Additional governmental counterparties (e.g., Loudoun County agencies, Virginia Department of Transportation, U.S. Army Corps of Engineers, if wetlands or other federal jurisdictional issues arise);

• Additional insurance carriers or sureties;

• Permanent/take-out financing sources, when identified; and

• Any other parties that become material participants in the Project.

Recommendation: As additional parties are identified during the course of the engagement, supplemental conflict checks should be promptly requested through the Conflicts Department. Each supplemental check should be documented and the results appended to this memorandum or recorded in a supplemental conflict memorandum maintained in the matter file. The engagement team should remain attentive to the potential for new conflicts to arise as the party landscape evolves throughout the development process.

6. Conclusion and Clearance

Based on the comprehensive conflict-of-interest check described in this memorandum, no disqualifying conflicts of interest have been identified that would prevent Calderwood & Harkness LLP from representing Ironhaven Data Centers LLC in connection with the Stonebridge Data Center Campus development, Matter No. 1043-00002.

The engagement is cleared to proceed.

The informational note regarding the Firm's two prior closed representations of Summit National Bank, N.A. (Matter Nos. 1043-00002 and 1043-00002) has been reviewed and analyzed under applicable rules of professional conduct. The prior representations do not give rise to a conflict of interest requiring client consent, an ethical screen, or declination of the engagement. As a matter of professional courtesy, notification to Summit's representative is recommended as described in Section 5.1.

This memorandum should be retained in the matter file for Matter No. 1043-00002 and updated if and when supplemental conflict checks are required as additional parties are identified or as the to-be-formed borrower entity (Stonebridge Campus Holdings LLC) is organized. Any changes in the engagement team staffing should also prompt a review of this memorandum to confirm that no new conflicts are introduced by incoming personnel.

The undersigned is available to discuss any questions regarding the findings and recommendations set forth herein.

7. Sign-Off

Prepared by:

________________________________________

Angela Fontaine Billing Partner, Real Estate Practice Group Calderwood & Harkness LLP

Date: March 12, 2025

Reviewed by:

________________________________________

Margaret H. Colvin Deputy General Counsel Office of General Counsel Calderwood & Harkness LLP

Date: March 12, 2025

Approved by:

________________________________________

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

Date: March 12, 2025

APPENDIX A: Conflict Search Log

The following table sets forth a complete log of all conflict searches conducted in connection with the engagement of Ironhaven Data Centers LLC (Matter No. 1043-00002), including the entity or individual name searched, the date of the search, the search methodology applied, and the result code assigned.

Result Code Key:

• CLR = Clear — No matches identified; no conflict.

• HIT-A = Hit requiring analysis — Match identified; analysis performed and documented in Section 4.2 of this memorandum.

• INFO = Informational note — No conflict, but informational item noted in Section 5 of this memorandum.

• N/A = Not applicable — Entity not yet in existence or otherwise not searchable.

A.1 — Entities Searched

A.2 — Individuals Searched

All searches were conducted by the Conflicts Department of Calderwood & Harkness LLP using the C&H ConflictCheck system (database current through March 11, 2025). Fuzzy-match searches utilized the system's phonetic and partial-match algorithms with a similarity threshold of 75%. All potential matches were manually reviewed by Conflicts Analyst Jennifer Ng and escalated to Angela Fontaine, Billing Partner, for further analysis where required.

APPENDIX B: Prior Matter References — Summit National Bank, N.A.

This appendix provides a summary of the two prior closed matters in which Calderwood & Harkness LLP represented Summit National Bank, N.A. ("Summit"), as referenced in Sections 4.2.3 and 5.1 of this memorandum. These summaries are provided for the engagement team's reference and to document the basis for the Firm's determination that no disqualifying conflict of interest arises from the prior representations.

B.1 — Matter No. 1043-00002: Syndicated Credit Facility (Healthcare Sector)

B.2 — Matter No. 1043-00002: Project Finance Transaction (Manufacturing Sector)

B.3 — Confirmations

Based on the foregoing review, the following confirmations are made:

1. No confidential information obtained by the Firm during either of the prior Summit representations (Matter Nos. 1043-00002 and 1043-00002) is relevant to, or could be used in connection with, the Stonebridge Data Center Campus development (Matter No. 1043-00002).

2. No Calderwood & Harkness personnel currently assigned to the Stonebridge Campus engagement team — including Douglas Fairchild, Angela Fontaine, Cynthia Ho, Grace Nakamura, and Sylvia Hartwell — were staffed on, contributed to, or had access to the work product or confidential information associated with either of the prior Summit matters. The prior Summit matters were staffed exclusively by Nathan Greaves (Partner, Banking & Finance), Victoria Liang (Associate, Banking & Finance), and Derek Chandra (Associate, Banking & Finance), all of whom are based in the Firm's New York office and are not involved in the current engagement in any capacity.

3. No ongoing attorney-client relationship exists between Calderwood & Harkness LLP and Summit National Bank, N.A. Both prior matters are fully closed, and no retainer, standing engagement, or general representation arrangement is in effect.

4. The prior representations of Summit do not give rise to a disqualifying conflict of interest under Virginia Rules of Professional Conduct 1.7, 1.9, or 1.10, and do not require the informed consent of Summit or any other party for the Firm to proceed with the representation of IHDC in the Stonebridge Campus engagement.

END OF MEMORANDUM

This memorandum, including Appendices A and B, constitutes the complete conflict check documentation for Matter No. 1043-00002 as of March 12, 2025. This document is privileged and confidential attorney work product, prepared for internal use by Calderwood & Harkness LLP only, and is not to be distributed outside the Firm without the prior written approval of the Office of General Counsel.

Entity	Role	Jurisdiction / Address	EIN / Entity ID	Key Principals Searched
Ironhaven Data Centers LLC	Client — Buyer/Developer	Delaware (HQ: 44680 Prentice Drive, Suite 200, Ashburn, VA 20147)	EIN: 84-3291057; VA SCC Entity ID: S7491283	Marcus Thorne (CEO); Priya Dasgupta (CFO); Leonard Castellano (EVP, Development)
Ridgeline Capital Partners Fund IV, LP	Equity Sponsor (92% indirect owner of IHDC via RCP Digital Holdings LLC)	Delaware	Not yet obtained	Julian Hargrove (Managing Partner, Ridgeline Capital Management LLC)
Ridgeline Capital Management LLC	General Partner of Ridgeline Capital Partners Fund IV, LP	Delaware	Not yet obtained	Julian Hargrove
RCP Digital Holdings LLC	Intermediate Holding Company (holds 92% of the membership interests in IHDC)	Delaware	Not yet obtained	Not applicable (holding entity only)
Ironhaven Management Incentive Pool LLC	Profits-interest vehicle (holds 8% of the membership interests in IHDC)	Delaware	Not yet obtained	IHDC management participants (Thorne, Dasgupta, Castellano — searched individually above)
Stonebridge Campus Holdings LLC	To-be-formed single-purpose borrower entity for construction loan	Virginia (to be formed)	To be obtained upon formation	Not applicable (entity not yet in existence)
Entity	Role / Address	Jurisdiction	EIN / Entity ID	Key Principals Searched
Blackthorn Realty Group, Inc.	Seller — Primary Parcel (62.0 acres, "Stonebridge Parcel"); 112 East Market Street, Suite 400, Leesburg, VA 20176	Virginia	EIN: 54-1987234; VA SCC Entity ID: 0412876-3	Donald R. Whitaker (President); Patricia Whitaker-Connolly (General Counsel)
Meridian Acres LLC	Seller — Adjacent Parcel (19.4 acres, "Meridian Parcel"); 3401 Old Ox Road, Sterling, VA 20166	Virginia	EIN: 84-6120983	Theodore Ashford (Managing Member)
Entity	Role / Address	Jurisdiction	Key Principals Searched
Summit National Bank, N.A.	Administrative Agent / Lead Lender ($180M commitment within $390M syndicated facility); 1275 Avenue of Commerce, 12th Floor, McLean, VA 22102	OCC national charter	Karen Ellsworth (Managing Director, Real Estate Finance)
Cascade Commercial Lending Corp.	Co-Lender ($130M commitment); 500 Market Street, Suite 3200, Philadelphia, PA 19103	Delaware	David Rennick (Relationship Manager)
Harborview Trust Company	Co-Lender ($80M commitment); 200 Constitution Plaza, Suite 1400, Hartford, CT 06103	Connecticut state charter	Susan Applegategate (Lending Officer)
Entity	Role / Address	Jurisdiction	Key Principals Searched
Titan-McAllister Construction Group, LLC ("TMCG")	EPC General Contractor (Guaranteed Maximum Price: $412,000,000); 7900 Harkins Road, Suite 100, Lanham, MD 20706	Maryland	Raymond Okafor (President); Michelle Tran (SVP, Data Center Programs)
Entity	Role / Address	Jurisdiction	Key Principals Searched
Vantage Power Cooperative ("VPC")	Primary Utility Power Provider (120 MVA allocation, 10-year service term); 601 Sycolin Road SE, Leesburg, VA 20175	Virginia (member-owned cooperative)	Not applicable — cooperative entity; no individual principals identified for search
Entity	Role	Jurisdiction
Fidelitas Title & Escrow, Inc.	Title Company / Escrow Agent; 44121 Harry Byrd Highway, Suite 120, Ashburn, VA 20147	Virginia
Sovereign Title Insurance Company	Title Underwriter	Virginia
Pinnacle Indemnity Insurance Co.	Commercial General Liability ("CGL") Carrier for TMCG	Pennsylvania
Great Basin Surety & Insurance Corp.	Builder's Risk / Surety / Performance & Payment Bonds Provider	Wyoming
Clearwater Specialty Underwriters, Inc.	Directors & Officers ("D&O") Liability Carrier for IHDC ($10,000,000 limits)	New York
Northgate Insurance Brokerage, LLC	Insurance Broker for IHDC	Virginia

Firm	Role	Key Contact Searched
Whitfield, Poole & Stratton LLP ("WPS")	Seller's Counsel — Blackthorn Realty Group, Inc.; 305 Harrison Street SE, Suite 200, Leesburg, VA 20175	Harrison Poole (Lead Partner)
Dunleavy & Dunmore Benefits Consulting, PLLC ("D&M")	Seller's Counsel — Meridian Acres LLC; 118 North King Street, Leesburg, VA 20176	Fiona Dunleavy (Lead Attorney)
Ashcroft & Wynn, P.C. ("A&W")	Local Zoning Counsel — retained by C&H on behalf of IHDC; 25 West Market Street, Leesburg, VA 20176	Thomas Ashcroft (Lead Partner)
Redmond & Calloway LLP ("R&C")	Lender's Counsel — Summit National Bank, N.A.; 8300 Greensboro Drive, Suite 1100, McLean, VA 22102	Victor Redmond (Lead Partner)
Entity	Role	Key Contact Searched
Cornerstone Land Use Consulting, LLC	Land Use / Entitlements Consultant; 19 Cornwall Street NW, Suite 210, Leesburg, VA 20176	Alan Mercer (Principal Consultant)
Pendleton Environmental Associates, Inc.	Environmental Consultant (Phase I and Phase II Environmental Site Assessments)	Dr. Renata Volkov (Lead Environmental Scientist)
Brannigan Geotechnical Engineering, LLC	Geotechnical Consultant	Neil Brannigan, PE (Project Engineer)
Kestrel Infrastructure Advisors, LLC	Owner's Representative / Project Manager; 1750 Tysons Boulevard, Suite 600, Tysons, VA 22102	Diane Prescott (Engagement Lead)
Lumen Ridge Engineering, PLLC	Civil / Site Design Engineer	Carlos Esteban, PE (Project Principal)
Greystone Appraisal Partners, LLC	Independent MAI Appraiser (for Construction Lender)	Janet Choi, MAI (Lead Appraiser)
Fielding & Associates, CPAs	Accountants / Tax Advisors for IHDC	Robert Fielding, CPA (Engagement Partner)
No.	Entity Name	Category	Date Searched	Search Method	Result Code
1	Ironhaven Data Centers LLC	Client	03/11/2025	Exact + Fuzzy	CLR
2	Ridgeline Capital Partners Fund IV, LP	Client Affiliate	03/11/2025	Exact + Fuzzy	CLR
3	Ridgeline Capital Management LLC	Client Affiliate	03/11/2025	Exact + Fuzzy	CLR
4	RCP Digital Holdings LLC	Client Affiliate	03/11/2025	Exact + Fuzzy	CLR
5	Ironhaven Management Incentive Pool LLC	Client Affiliate	03/11/2025	Exact + Fuzzy	CLR
6	Stonebridge Campus Holdings LLC	Client Affiliate (to be formed)	03/11/2025	Exact + Fuzzy	N/A (not yet formed)
7	Blackthorn Realty Group, Inc.	Seller	03/11/2025	Exact + Fuzzy + EIN	CLR
8	Meridian Acres LLC	Seller	03/11/2025	Exact + Fuzzy + EIN	CLR
9	Summit National Bank, N.A.	Lender	03/11/2025	Exact + Fuzzy	HIT-A
10	Cascade Commercial Lending Corp.	Lender	03/11/2025	Exact + Fuzzy	CLR
11	Harborview Trust Company	Lender	03/11/2025	Exact + Fuzzy	CLR

12	Titan-McAllister Construction Group, LLC	EPC Contractor	03/11/2025	Exact + Fuzzy + Alias	CLR
13	Vantage Power Cooperative	Utility Provider	03/11/2025	Exact + Fuzzy	CLR
14	Fidelitas Title & Escrow, Inc.	Title/Escrow	03/11/2025	Exact + Fuzzy	CLR
15	Sovereign Title Insurance Company	Title Underwriter	03/11/2025	Exact + Fuzzy	CLR
16	Pinnacle Indemnity Insurance Co.	Insurance	03/11/2025	Exact + Fuzzy	CLR
17	Great Basin Surety & Insurance Corp.	Insurance/Surety	03/11/2025	Exact + Fuzzy	CLR
18	Clearwater Specialty Underwriters, Inc.	Insurance (D&O)	03/11/2025	Exact + Fuzzy	CLR
19	Northgate Insurance Brokerage, LLC	Insurance Broker	03/11/2025	Exact + Fuzzy	CLR
20	Whitfield, Poole & Stratton LLP	Opposing Counsel	03/11/2025	Exact + Fuzzy	CLR
21	Dunleavy & Dunmore Benefits Consulting, PLLC	Opposing Counsel	03/11/2025	Exact + Fuzzy	CLR
22	Ashcroft & Wynn, P.C.	Co-Counsel	03/11/2025	Exact + Fuzzy	CLR
23	Redmond & Calloway LLP	Opposing Counsel	03/11/2025	Exact + Fuzzy	CLR
24	Cornerstone Land Use Consulting, LLC	Consultant	03/11/2025	Exact + Fuzzy	CLR
25	Pendleton Environmental Associates, Inc.	Consultant	03/11/2025	Exact + Fuzzy	CLR
26	Brannigan Geotechnical Engineering, LLC	Consultant	03/11/2025	Exact + Fuzzy	CLR
27	Kestrel Infrastructure Advisors, LLC	Consultant	03/11/2025	Exact + Fuzzy	CLR
28	Lumen Ridge Engineering, PLLC	Consultant	03/11/2025	Exact + Fuzzy	CLR
29	Greystone Appraisal Partners, LLC	Consultant	03/11/2025	Exact + Fuzzy	CLR
30	Fielding & Associates, CPAs	Accountant/Advisor	03/11/2025	Exact + Fuzzy	CLR
No.	Individual Name	Associated Entity	Date Searched	Search Method	Result Code
1	Marcus Thorne	IHDC (CEO)	03/11/2025	Exact + Fuzzy	CLR
2	Priya Dasgupta	IHDC (CFO)	03/11/2025	Exact + Fuzzy	CLR
3	Leonard Castellano	IHDC (EVP, Development)	03/11/2025	Exact + Fuzzy	CLR
4	Julian Hargrove	Ridgeline Capital Mgmt. (Managing Partner)	03/11/2025	Exact + Fuzzy	CLR
5	Donald R. Whitaker	Blackthorn Realty (President)	03/11/2025	Exact + Fuzzy	CLR

6	Patricia Whitaker-Connolly	Blackthorn Realty (General Counsel)	03/11/2025	Exact + Fuzzy	CLR
7	Theodore Ashford	Meridian Acres (Managing Member)	03/11/2025	Exact + Fuzzy	CLR
8	Karen Ellsworth	Summit National Bank (Managing Director)	03/11/2025	Exact + Fuzzy	CLR
9	David Rennick	Cascade Commercial Lending (Relationship Mgr.)	03/11/2025	Exact + Fuzzy	CLR
10	Susan Applegategate	Harborview Trust (Lending Officer)	03/11/2025	Exact + Fuzzy	CLR
11	Raymond Okafor	TMCG (President)	03/11/2025	Exact + Fuzzy	CLR
12	Michelle Tran	TMCG (SVP, Data Center Programs)	03/11/2025	Exact + Fuzzy	CLR
13	Harrison Poole	WPS (Lead Partner)	03/11/2025	Exact + Fuzzy	CLR
14	Fiona Dunleavy	D&M (Lead Attorney)	03/11/2025	Exact + Fuzzy	CLR
15	Thomas Ashcroft	A&W (Lead Partner)	03/11/2025	Exact + Fuzzy	CLR
16	Victor Redmond	R&C (Lead Partner)	03/11/2025	Exact + Fuzzy	CLR
17	Alan Mercer	Cornerstone Land Use (Principal)	03/11/2025	Exact + Fuzzy	CLR
18	Dr. Renata Volkov	Pendleton Environmental (Lead Scientist)	03/11/2025	Exact + Fuzzy	CLR
19	Neil Brannigan	Brannigan Geotech. (Project Engineer)	03/11/2025	Exact + Fuzzy	CLR
20	Diane Prescott	Kestrel Infrastructure (Engagement Lead)	03/11/2025	Exact + Fuzzy	CLR
21	Carlos Esteban	Lumen Ridge Eng. (Project Principal)	03/11/2025	Exact + Fuzzy	CLR
22	Janet Choi	Greystone Appraisal (Lead Appraiser)	03/11/2025	Exact + Fuzzy	CLR
23	Robert Fielding	Fielding & Associates (Engagement Partner)	03/11/2025	Exact + Fuzzy	CLR
24	Nathan Greaves	C&H (Partner, Banking & Finance — staffed on prior Summit matters; confirmed not on current team)	03/11/2025	Internal Team Review	INFO
25	Victoria Liang	C&H (Associate, Banking & Finance — staffed on prior Summit matter 1043-00002; confirmed not on current team)	03/11/2025	Internal Team Review	INFO
26	Derek Chandra	C&H (Associate, Banking & Finance — staffed on prior Summit matter 1043-00002; confirmed not on current team)	03/11/2025	Internal Team Review	INFO
Field	Details
Matter Number	1043-00002
Matter Description	Syndicated Revolving Credit Facility — Apex Healthcare Services, Inc.
Client	Summit National Bank, N.A. (as Administrative Agent and Lead Lender)

Role of C&H	Lender's counsel — documentation of a $275,000,000 syndicated revolving credit facility
Industry Sector	Healthcare services
Borrower	Apex Healthcare Services, Inc. (not a party to or affiliate of any entity involved in the Stonebridge Campus development)
Date Opened	February 14, 2022
Date Closed	August 30, 2022
Engagement Team	Nathan Greaves (Partner, Banking & Finance, New York); Victoria Liang (Associate, Banking & Finance, New York)
Overlap with Current Engagement Team	None. Neither Mr. Greaves nor Ms. Liang is assigned to or has been consulted in connection with Matter No. 1043-00002 (Stonebridge Campus).
Subject Matter Relevance	None. The prior matter involved a revolving credit facility for a healthcare services company. There is no factual, substantive, or transactional connection to data center development, Loudoun County real estate, or any party involved in the Stonebridge Campus Project.
Confidential Information Relevance	None. Confidential information obtained during the prior representation pertained to the financial condition, operations, and credit profile of a healthcare services borrower, as well as Summit's internal credit approval processes for the healthcare transaction. None of this information is relevant to, or could be used in connection with, the Stonebridge Campus engagement.
Continuing Obligations	None. The engagement letter for Matter No. 1043-00002 limited the scope of representation to the specific syndicated credit facility transaction. No continuing representation, retainer, or standing engagement arrangement was established. The matter is fully closed with no outstanding deliverables, billing, or obligations.
Field	Details
Matter Number	1043-00002
Matter Description	Project Finance — Buckeye Precision Manufacturing, LLC — Ohio Manufacturing Facility
Client	Summit National Bank, N.A. (as Lead Lender)
Role of C&H	Lender's counsel — documentation of a $145,000,000 project finance facility for the construction of a specialty manufacturing plant
Industry Sector	Manufacturing (industrial products)
Borrower	Buckeye Precision Manufacturing, LLC (not a party to or affiliate of any entity involved in the Stonebridge Campus development)
Date Opened	March 7, 2023
Date Closed	November 15, 2023
Engagement Team	Nathan Greaves (Partner, Banking & Finance, New York); Derek Chandra (Associate, Banking & Finance, New York)
Overlap with Current Engagement Team	None. Neither Mr. Greaves nor Mr. Chandra is assigned to or has been consulted in connection with Matter No. 1043-00002 (Stonebridge Campus).
Subject Matter Relevance	None. The prior matter involved project finance for a specialty manufacturing facility in Ohio. There is no factual, substantive, or transactional connection to data center development, Loudoun County real estate, or any party involved in the Stonebridge Campus Project.
Confidential Information Relevance	None. Confidential information obtained during the prior representation pertained to the borrower's manufacturing operations, project costs and construction budgets for an Ohio industrial facility, and Summit's internal credit underwriting and approval processes for the manufacturing transaction. None of this information is relevant to, or could be used in connection with, the Stonebridge Campus engagement.
Continuing Obligations	None. The engagement letter for Matter No. 1043-00002 limited the scope of representation to the specific project finance transaction. No continuing representation, retainer, or standing engagement arrangement was established. The matter is fully closed with no outstanding deliverables, billing, or obligations.

MEMORANDUM
PRIVILEGED AND CONFIDENTIAL — ATTORNEY WORK PRODUCT
TO: Douglas Fairchild, Responsible Partner, Real Estate Practice Group
FROM: Angela Fontaine, Billing Partner, Real Estate Practice Group
DATE: March 12, 2025
RE: Conflict Check Results — Stonebridge Data Center Campus Development (Matter No. 1043-00002)
CLIENT: Ironhaven Data Centers LLC
CLASSIFICATION: Internal — Not for Distribution Outside Calderwood & Harkness LLP
Right-click to update Table of Contents
1. Introduction and Purpose
This memorandum documents the results of the comprehensive conflict-of-interest check conducted by the Office of General Counsel and the Conflicts Department of Calderwood & Harkness LLP ("C&H" or the "Firm") in connection with the proposed engagement of the Firm by Ironhaven Data Centers LLC ("IHDC" or the "Client") for representation in the approximately $600,000,000 ground-up data center campus development project located in Loudoun County, Virginia, known as the Stonebridge Data Center Campus (the "Project" or the "Stonebridge Campus"). This memorandum is prepared in accordance with the Firm's internal conflict-of-interest policies and procedures, and is subject to the protections of the attorney work product doctrine and the attorney-client privilege, to the extent applicable.
The matter was opened on March 12, 2025, and has been assigned Matter No. 1043-00002 in the Firm's billing and matter management system. The proposed engagement represents a new client relationship for the Firm; neither IHDC nor any of its known affiliates have previously retained Calderwood & Harkness LLP for any matter.
The scope of the proposed engagement is multi-faceted and encompasses the following principal workstreams: (a) land assemblage from multiple sellers, including the negotiation, drafting, and closing of purchase and sale agreements for at least two parcels totaling approximately 81.4 acres; (b) entitlement and permitting work, including land use applications, special exception proceedings, and coordination with local zoning counsel; (c) negotiation and documentation of an Engineering, Procurement, and Construction ("EPC") contract with the selected general contractor under a guaranteed maximum price structure; (d) negotiation and documentation of power procurement agreements with the primary utility provider; and (e) structuring and documentation of project-level construction financing, including a syndicated loan facility of approximately $390,000,000. Additional workstreams, including formation of special-purpose entities, tax structuring, and related ancillary agreements, are also contemplated as part of the overall engagement.
The conflict check was run against all known parties, counterparties, key principals, affiliated entities, and anticipated third-party participants identified during the engagement intake process. The intake questionnaire was completed by IHDC's Chief Financial Officer, Priya Dasgupta, and supplemented by discussions between Angela Fontaine and Leonard Castellano, IHDC's Executive Vice President of Development, on March 8 and March 10, 2025.
The following individuals have been designated as the engagement team for this matter:
•  Responsible Partner: Douglas Fairchild, Real Estate Practice Group
•  Billing Partner: Angela Fontaine, Real Estate Practice Group
•  Lead Associate: Cynthia Ho, Real Estate Practice Group
•  Working Associate: Grace Nakamura, Real Estate Practice Group
•  Specialist Partner (Tax): Sylvia Hartwell, Tax Practice Group
This memorandum sets forth the scope of the conflict search, identifies all parties and individuals against whom the search was conducted, presents the detailed results of the search, highlights certain informational notes for the engagement team's awareness, and provides our clearance determination.
2. Scope of Conflict Search
2.1 Conflict Check System and Procedures
The conflict check was conducted in accordance with the Firm's Conflict of Interest Policy (as most recently revised effective January 1, 2025) and the Virginia Rules of Professional Conduct, Rules 1.7 (Conflict of Interest: Current Clients), 1.8 (Conflict of Interest: Specific Rules), 1.9 (Duties to Former Clients), and 1.10 (Imputation of Conflicts of Interest: General Rule). The search was performed using the Firm's centralized conflicts database ("C&H ConflictCheck"), which is maintained by the Conflicts Department under the supervision of the Office of General Counsel.
The C&H ConflictCheck system encompasses the following categories of records:
•  All currently active client matters across all Firm offices and practice groups;
•  All closed client matters within the Firm's records retention period (currently ten years from date of matter closure);
•  All prospective engagements currently under review or pending engagement letter execution;
•  Lateral hire conflict disclosures submitted by attorneys who joined the Firm within the preceding five years;
•  Known adverse parties and counterparties associated with active and closed matters; and
•  Key individual contacts, including officers, directors, managing members, and principals associated with entity clients and counterparties.
The database is updated on a continuous basis as new matters are opened, existing matters are closed or modified, and new lateral attorneys are onboarded. The Conflicts Department verified that the database was current through March 11, 2025, prior to conducting the searches documented herein.
2.2 Search Parameters
For each entity and individual identified for search, the following search parameters were applied:
•  Full legal names of all entities, including formal entity designations (LLC, LP, Inc., N.A., etc.);
•  Short names and trade names (d/b/a designations), where known;
•  Known aliases and former names, where applicable;
•  Employer Identification Numbers ("EINs"), where available, to confirm identity matches and reduce false positives;
•  State entity identification numbers (e.g., Virginia State Corporation Commission Entity IDs, Delaware Division of Corporations file numbers), where available; and
•  Full legal names of key principals and officers, including first name, middle initial (where known), and last name.
Searches were conducted using both exact-match and fuzzy-match (partial/phonetic) algorithms to capture potential matches involving misspellings, abbreviations, variations in entity designations, and similar permutations. Where a potential match was returned by the system, it was manually reviewed by a Conflicts Analyst and, where necessary, escalated to the undersigned for further analysis.
2.3 Categories of Parties Searched
The conflict search was conducted for entities and individuals falling within the following categories, as identified during the engagement intake process:
1.  Client and its affiliates — IHDC, its equity sponsors, intermediate holding companies, management incentive vehicles, and entities to be formed in connection with the Project;
2.  Sellers — All sellers of real property to be acquired in connection with the land assemblage;
3.  Lenders and financing parties — The administrative agent, co-lenders, and other participants in the proposed construction loan syndicate;
4.  EPC Contractor — The general contractor engaged under the anticipated EPC/GMP contract;
5.  Utility provider — The primary electric utility from which the Project will procure power;
6.  Title, escrow, and insurance parties — Title companies, title underwriters, insurance carriers (including CGL, builder's risk, surety, D&O), and insurance brokers;
7.  Opposing and co-counsel law firms — Law firms representing sellers, lenders, and other counterparties, as well as local counsel to be retained on IHDC's behalf;
8.  Consultants and advisors — Land use consultants, environmental consultants, geotechnical engineers, owner's representatives, civil engineers, appraisers, and accountants; and
9.  Key individuals — Officers, directors, managing members, and principals of all of the foregoing entities.
A complete log of all searches conducted, including search dates, methodologies, and result codes, is set forth in Appendix A to this memorandum.
3. Parties Searched
The following tables identify each entity and individual against whom the conflict check was conducted. The information set forth below was obtained from the Client's engagement intake questionnaire, publicly available corporate filings, and preliminary due diligence materials provided by IHDC and its advisors.
3.1 Client and Affiliated Entities
The ownership structure of IHDC, as reflected in the organizational chart provided by the Client, is summarized as follows: Ridgeline Capital Partners Fund IV, LP ("Fund IV") holds 100% of the membership interests in RCP Digital Holdings LLC ("RCP Digital"), which in turn holds 92% of the membership interests in IHDC. The remaining 8% is held by Ironhaven Management Incentive Pool LLC, a profits-interest vehicle established for the benefit of IHDC's management team. Fund IV's general partner is Ridgeline Capital Management LLC, which is managed by Julian Hargrove.
3.2 Sellers.  
The Project contemplates the assemblage of two contiguous parcels in Loudoun County, Virginia. The primary parcel (the "Stonebridge Parcel"), consisting of approximately 62.0 acres, is currently owned by Blackthorn Realty Group, Inc. The adjacent parcel (the "Meridian Parcel"), consisting of approximately 19.4 acres, is currently owned by Meridian Acres LLC. Both parcels are necessary for the full campus buildout as designed by IHDC's development team. IHDC will be the buyer of both parcels, and the Firm will represent IHDC as buyer in both acquisition transactions.
3.3 Lenders and Financing Parties
The proposed construction financing for the Project is structured as a $390,000,000 syndicated construction loan facility, with Summit National Bank, N.A. serving as Administrative Agent and Lead Lender. The borrower under the facility will be the to-be-formed Stonebridge Campus Holdings LLC, with IHDC providing a completion guaranty and customary equity contribution requirements. Additional syndicate participants may be added prior to or following the initial closing; if so, supplemental conflict checks will be required at that time.
3.4 EPC Contractor
TMCG has been selected as the general contractor for the Project under an EPC contract structure with a guaranteed maximum price ("GMP") of $412,000,000. The Firm will represent IHDC as owner in the negotiation and documentation of the EPC contract and all related construction documents, including the owner-contractor agreement, general conditions, design-build subcontracts (to the extent the owner is a party), and performance and payment bond requirements.
3.5 Utility Provider
The Project requires a dedicated power allocation of 120 MVA from VPC under a long-term power purchase and service agreement. The Firm will represent IHDC in the negotiation of the power procurement agreement with VPC.
3.6 Title, Escrow, and Insurance Parties
The Firm does not represent any of the foregoing title, escrow, or insurance parties in this transaction. These entities are identified for conflict-check purposes as anticipated participants in the Project whose interests may intersect with those of the Client.
3.7 Opposing and Co-Counsel Law Firms
WPS and D&M represent the sellers of the two parcels being acquired by IHDC and are therefore adverse to the Client in the land acquisition workstream. R&C represents the lending syndicate and is therefore adverse to the Client in the construction financing workstream. A&W is being retained as local zoning counsel in Loudoun County, Virginia, to work under the direction and supervision of Calderwood & Harkness LLP on behalf of IHDC.
3.8 Consultants and Advisors
These consultants and advisors are retained by IHDC (or, in the case of Greystone Appraisal Partners, by the construction lender) in connection with the Project. The Firm does not represent any of these entities in this or any other matter; they are included in the conflict search because their roles in the Project may create relationships or interactions that warrant review.
4. Conflict Check Results
4.1 Summary of Findings
The conflict search encompassed a total of thirty-one (31) entities and twenty-seven (27) named individuals across all categories described in Section 3 above. Each entity and individual was searched using the parameters and methodologies described in Section 2.2. A complete search log, including search dates, exact search strings utilized, match algorithms applied, and individual result codes, is set forth in Appendix A.
Overall Conclusion: No disqualifying conflicts of interest have been identified. The Firm may proceed with the engagement of Ironhaven Data Centers LLC in connection with the Stonebridge Data Center Campus development (Matter No. 1043-00002), subject to the informational notes detailed in Section 5 below.
One informational item was identified during the conflict check process: the Firm's Banking & Finance Practice Group previously represented Summit National Bank, N.A. as lender's counsel on two unrelated, now-closed matters. This informational item is analyzed in detail in Section 4.2.3 and Section 5.1 below, and does not give rise to a disqualifying conflict of interest.
4.2 Detailed Results by Category
4.2.1 Client and Affiliated Entities — Ironhaven Data Centers LLC and Related Parties.  Result: No prior representation of IHDC, Ridgeline Capital Partners Fund IV, LP, Ridgeline Capital Management LLC, RCP Digital Holdings LLC, or Ironhaven Management Incentive Pool LLC was identified in the Firm's database. The search returned no exact matches and no fuzzy matches requiring further analysis for any of these entities.
No representation of any of the following individuals in any individual capacity was identified: Marcus Thorne (CEO, IHDC), Priya Dasgupta (CFO, IHDC), Leonard Castellano (EVP, Development, IHDC), or Julian Hargrove (Managing Partner, Ridgeline Capital Management LLC). Individual name searches for these persons returned no matches against the Firm's client, counterparty, or lateral hire disclosure records.
IHDC is a new client to the Firm. Accordingly, new client intake procedures have been completed in accordance with the Firm's New Client Acceptance Policy, including anti-money laundering screening, OFAC/SDN list screening, and verification of the Client's legal existence and good standing in its jurisdiction of formation. An engagement letter has been prepared contemporaneously with this memorandum and is being submitted separately to Marcus Thorne and Priya Dasgupta for execution (see Engagement Letter dated March 12, 2025, a copy of which is maintained in the matter file).
Conclusion: No conflict. The engagement may proceed as a new client relationship.
4.2.2 Sellers — Blackthorn Realty Group, Inc. and Meridian Acres LLC.  Blackthorn Realty Group, Inc.: No current or prior representation of Blackthorn Realty Group, Inc. was identified in the Firm's database. The search returned no matches — exact or fuzzy — for either the entity name or its Virginia SCC Entity ID (0412876-3). No representation of Donald R. Whitaker (President) or Patricia Whitaker-Connolly (General Counsel) in any individual or entity-related capacity was identified. Additionally, no prior adverse representation against Blackthorn on any matter was identified in the Firm's records. The Firm has not previously acted on behalf of any client in a matter adverse to Blackthorn.
Meridian Acres LLC: No current or prior representation of Meridian Acres LLC was identified in the Firm's database. The search returned no matches for either the entity name or its EIN (84-6120983). No representation of Theodore Ashford (Managing Member) in any individual or entity-related capacity was identified. No prior adverse representation against Meridian on any matter was identified.
Conclusion: No conflict. IHDC will be the buyer in the acquisition transactions, positioned adverse to both Blackthorn Realty Group, Inc. and Meridian Acres LLC as sellers. The Firm has no current or former attorney-client relationship with either seller, and no duties of loyalty or confidentiality are owed to either entity. The Firm is free to represent IHDC in the negotiation and closing of both purchase and sale agreements without restriction.
4.2.3 Lenders — Summit National Bank, N.A., Cascade Commercial Lending Corp., and Harborview Trust Company.  Summit National Bank, N.A.: The conflict search returned two (2) prior matter references for Summit National Bank, N.A. in the Firm's database. Both matters are now closed. The details of these prior representations are summarized as follows:
(a) Matter No. 1043-00002 — In 2022, the Firm's Banking & Finance Practice Group represented Summit National Bank, N.A. as lender's counsel in connection with a syndicated revolving credit facility for a borrower in the healthcare sector. The matter was opened on February 14, 2022, and closed on August 30, 2022. The engagement was led by Nathan Greaves (Partner, Banking & Finance, New York) and Victoria Liang (Associate, Banking & Finance, New York). Neither Mr. Greaves nor Ms. Liang is assigned to the current engagement. The transaction involved a healthcare services company and bore no relationship, factual or substantive, to data center development, real estate acquisition, or any of the subject matter of the Stonebridge Campus Project.
(b) Matter No. 1043-00002 — In 2023, the Firm's Banking & Finance Practice Group represented Summit National Bank, N.A. as lender's counsel in connection with a project finance transaction for a manufacturing facility located in Ohio. The matter was opened on March 7, 2023, and closed on November 15, 2023. The engagement was led by Nathan Greaves (Partner, Banking & Finance, New York) and Derek Chandra (Associate, Banking & Finance, New York). Neither Mr. Greaves nor Mr. Chandra is assigned to the current engagement. The transaction involved a specialty manufacturing company and bore no relationship, factual or substantive, to data center development, real estate acquisition in Virginia, or any of the subject matter of the Stonebridge Campus Project.
In the proposed Stonebridge Campus engagement, the Firm will represent IHDC (through its to-be-formed single-purpose entity, Stonebridge Campus Holdings LLC) as borrower in the negotiation and documentation of the $390,000,000 construction loan facility in which Summit National Bank, N.A. serves as Administrative Agent and Lead Lender. The Firm will therefore be positioned adverse to Summit in this transaction.
Analysis under Virginia Rule of Professional Conduct 1.9: Rule 1.9(a) provides that a lawyer who has formerly represented a client in a matter shall not thereafter represent another person in the same or a substantially related matter in which that person's interests are materially adverse to the interests of the former client, unless the former client gives informed consent, confirmed in writing. The key question is whether the current Stonebridge Campus engagement is the "same or a substantially related matter" to either of the two prior Summit representations. It is not. The prior representations involved (i) a healthcare-sector syndicated credit facility and (ii) a manufacturing-sector project finance transaction, respectively. Neither matter involved data center development, Loudoun County real estate, any of the parties to the current transaction, or any common factual nucleus. There is no reasonable basis to conclude that confidential information obtained during either prior Summit engagement could be used to the disadvantage of Summit in the current transaction. Accordingly, Rule 1.9(a) is not implicated, and consent from Summit is not required as a matter of professional responsibility.
Assessment: No disqualifying conflict. The prior representations of Summit are closed; no ongoing attorney-client relationship or continuing duty of loyalty exists between the Firm and Summit beyond the general duty under Rule 1.9 not to use confidential information from the prior representations against Summit. No such confidential information is relevant to the Stonebridge Campus development. Nevertheless, as a matter of professional courtesy and best practices, we recommend that Douglas Fairchild, as Responsible Partner, inform Karen Ellsworth (Managing Director, Real Estate Finance, Summit National Bank) at an appropriate time that Calderwood & Harkness LLP represents the borrower in this transaction. This notification is not legally required but is consistent with the Firm's practice of maintaining transparent relationships with repeat market participants. The Firm will not represent Summit or any other lender in this transaction; lender's counsel is Redmond & Calloway LLP, led by Victor Redmond.
Cascade Commercial Lending Corp.: No current or prior representation of Cascade Commercial Lending Corp. was identified in the Firm's database. The search returned no matches for either the entity name or the name of David Rennick (Relationship Manager). No prior adverse representation against Cascade was identified.
Harborview Trust Company: No current or prior representation of Harborview Trust Company was identified in the Firm's database. The search returned no matches for either the entity name or the name of Susan Applegategate (Lending Officer). No prior adverse representation against Harborview was identified.
Conclusion: No disqualifying conflict with any lending party. The informational note regarding the prior Summit representations is addressed further in Section 5.1.
4.2.4 EPC Contractor — Titan-McAllister Construction Group, LLC.  Result: No current or prior representation of Titan-McAllister Construction Group, LLC ("TMCG") was identified in the Firm's database. The search was conducted for the full entity name, as well as shortened variations including "Titan-McAllister," "Titan McAllister," "TMCG," and the individual components "Titan Construction" and "McAllister Construction" to account for possible predecessor entities or trade names. No matches were returned for any variation. No representation of Raymond Okafor (President) or Michelle Tran (SVP, Data Center Programs) in any individual or entity-related capacity was identified. No prior adverse representation against TMCG was identified.
Conclusion: No conflict. The Firm may represent IHDC in the negotiation and documentation of the EPC contract and related construction documents adverse to TMCG without restriction.
4.2.5 Utility Provider — Vantage Power Cooperative.  Result: No current or prior representation of Vantage Power Cooperative ("VPC") was identified in the Firm's database. The search was conducted for the full entity name and the abbreviation "VPC." No matches were returned. VPC is a member-owned electric cooperative; no individual principals were identified for search beyond the entity-level query. No prior adverse representation against VPC was identified.
Conclusion: No conflict. The Firm may represent IHDC in the negotiation of the power procurement agreement with VPC without restriction.
4.2.6 Title, Escrow, and Insurance Parties.  Fidelitas Title & Escrow, Inc.: No current or prior representation of Fidelitas Title & Escrow, Inc. was identified in the Firm's database. Fidelitas will serve as the title company and escrow agent in the land acquisition transactions. The Firm does not represent Fidelitas in this or any other matter, and Fidelitas is not a client of the Firm.
Sovereign Title Insurance Company: No current or prior representation of Sovereign Title Insurance Company was identified in the Firm's database. Sovereign will serve as the title underwriter issuing owner's and lender's title insurance policies for the Project. The Firm does not represent Sovereign in this or any other matter.
Pinnacle Indemnity Insurance Co.: No current or prior representation of Pinnacle Indemnity Insurance Co. was identified in the Firm's database. Pinnacle is the CGL carrier for TMCG and may issue certificates of insurance in connection with the EPC contract.
Great Basin Surety & Insurance Corp.: No current or prior representation of Great Basin Surety & Insurance Corp. was identified in the Firm's database. Great Basin is expected to issue the builder's risk insurance policy and the performance and payment bonds required under the EPC contract.
Clearwater Specialty Underwriters, Inc.: No current or prior representation of Clearwater Specialty Underwriters, Inc. was identified in the Firm's database. Clearwater is the D&O liability carrier for IHDC, providing $10,000,000 in aggregate limits.
Northgate Insurance Brokerage, LLC: No current or prior representation of Northgate Insurance Brokerage, LLC was identified in the Firm's database. Northgate serves as IHDC's insurance broker and will coordinate the placement of Project-related insurance policies.
Conclusion: No conflicts with any title, escrow, or insurance party. The Firm has no current or former attorney-client relationship with any of the foregoing entities.
4.2.7 Opposing and Co-Counsel Law Firms.  Whitfield, Poole & Stratton LLP: No representation of or by Whitfield, Poole & Stratton LLP ("WPS") in any matter related to the Stonebridge Campus Project was identified. The Firm's database was searched for WPS as both a client and a counterparty/opposing counsel. No matches were returned. Harrison Poole, the lead partner at WPS representing Blackthorn Realty Group, is not a former Calderwood & Harkness attorney. A review of the Firm's lateral hire disclosures confirmed that no current C&H attorney has reported WPS as a prior firm at which a potential conflict might arise. No restrictions on the Firm's ability to negotiate adverse to WPS on behalf of IHDC have been identified.
Dunleavy & Dunmore Benefits Consulting, PLLC: No representation of or by Dunleavy & Dunmore Benefits Consulting, PLLC ("D&M") in any matter related to the Stonebridge Campus Project was identified. Fiona Dunleavy, the lead attorney at D&M representing Meridian Acres LLC, is not a former Calderwood & Harkness attorney. No lateral hire conflicts were identified. No restrictions on the Firm's ability to negotiate adverse to D&M on behalf of IHDC have been identified.
Ashcroft & Wynn, P.C.: Ashcroft & Wynn, P.C. ("A&W") is being retained as local zoning counsel in Loudoun County, Virginia, to work under the direction and supervision of Calderwood & Harkness LLP on behalf of IHDC. A&W will serve in a co-counsel/local counsel capacity and will not independently represent IHDC absent the Firm's coordination. Thomas Ashcroft, the lead partner at A&W, is not a former Calderwood & Harkness attorney. No prior representations involving A&W as opposing counsel or as a client of the Firm were identified. No conflicts have been identified with A&W serving in a co-counsel/local counsel capacity on this engagement.
Redmond & Calloway LLP: Redmond & Calloway LLP ("R&C") serves as lender's counsel in the construction financing workstream of this transaction. Calderwood & Harkness and R&C have been positioned on opposing sides in prior unrelated transactions in the ordinary course of practice. A review of the Firm's database confirmed that there are no ongoing matters in which C&H and R&C serve as co-counsel or in which R&C is a client of C&H. Victor Redmond, the lead partner at R&C for this engagement, is not a former Calderwood & Harkness attorney. No lateral hire conflicts were identified. No restrictions on the Firm's ability to represent IHDC adverse to R&C's client (Summit National Bank and the lending syndicate) have been identified.
Conclusion: No conflicts with any law firm involved in the Stonebridge Campus Project. The Firm may freely interact with, negotiate against, or coordinate with each of the foregoing law firms in the course of this engagement.
4.2.8 Consultants and Advisors.  Cornerstone Land Use Consulting, LLC / Alan Mercer: No current or prior representation of Cornerstone Land Use Consulting, LLC was identified in the Firm's database. No representation of Alan Mercer (Principal Consultant) was identified. No conflict.
Pendleton Environmental Associates, Inc. / Dr. Renata Volkov: No current or prior representation of Pendleton Environmental Associates, Inc. was identified in the Firm's database. No representation of Dr. Renata Volkov (Lead Environmental Scientist) was identified. No conflict.
Brannigan Geotechnical Engineering, LLC / Neil Brannigan, PE: No current or prior representation of Brannigan Geotechnical Engineering, LLC was identified in the Firm's database. No representation of Neil Brannigan, PE (Project Engineer) was identified. No conflict.
Kestrel Infrastructure Advisors, LLC / Diane Prescott: No current or prior representation of Kestrel Infrastructure Advisors, LLC was identified in the Firm's database. No representation of Diane Prescott (Engagement Lead) was identified. No conflict.
Lumen Ridge Engineering, PLLC / Carlos Esteban, PE: No current or prior representation of Lumen Ridge Engineering, PLLC was identified in the Firm's database. No representation of Carlos Esteban, PE (Project Principal) was identified. No conflict.
Greystone Appraisal Partners, LLC / Janet Choi, MAI: No current or prior representation of Greystone Appraisal Partners, LLC was identified in the Firm's database. No representation of Janet Choi, MAI (Lead Appraiser) was identified. We note that Greystone has been retained by the construction lender (not by IHDC) to prepare the independent appraisal required under the loan documents; the Firm does not represent Greystone and has no attorney-client relationship with this entity. No conflict.
Fielding & Associates, CPAs / Robert Fielding, CPA: No current or prior representation of Fielding & Associates, CPAs was identified in the Firm's database. No representation of Robert Fielding, CPA (Engagement Partner) was identified. No conflict.
Conclusion: No conflicts with any consultant or advisor identified in connection with the Stonebridge Campus Project.
5. Informational Notes and Recommendations
While no disqualifying conflicts have been identified, the following informational notes and recommendations are provided to the engagement team for awareness and action, as appropriate.
5.1 Prior Summit National Bank, N.A. Representations
As described in Section 4.2.3 above, the Firm previously represented Summit National Bank, N.A. ("Summit") as lender's counsel on two unrelated, now-closed matters:
(a) Matter No. 1043-00002 — 2022 Syndicated Credit Facility (Healthcare Sector). The Firm represented Summit as lender's counsel in the structuring and documentation of a syndicated revolving credit facility for a healthcare services company. The matter was opened on February 14, 2022, and closed on August 30, 2022. The engagement was staffed by Nathan Greaves (Partner, Banking & Finance, New York) and Victoria Liang (Associate, Banking & Finance, New York). The borrower in that transaction was an entity in the healthcare services industry, and the credit facility related to healthcare operations and working capital needs. There is no factual, substantive, or transactional overlap between that matter and the Stonebridge Campus development. No confidential information obtained during that representation is relevant to data center development, Loudoun County real estate, or any aspect of the current engagement.
(b) Matter No. 1043-00002 — 2023 Project Finance Transaction (Manufacturing Sector). The Firm represented Summit as lender's counsel in a project finance transaction for a specialty manufacturing facility located in Ohio. The matter was opened on March 7, 2023, and closed on November 15, 2023. The engagement was staffed by Nathan Greaves (Partner, Banking & Finance, New York) and Derek Chandra (Associate, Banking & Finance, New York). The project involved the construction of a manufacturing plant for an industrial products company, and the project finance documentation related to manufacturing operations, equipment procurement, and industrial site development in Ohio. There is no factual, substantive, or transactional overlap between that matter and the Stonebridge Campus development. No confidential information obtained during that representation is relevant to the current engagement.
Both prior matters are fully closed, and the Firm has no ongoing attorney-client relationship with Summit. Review of the engagement letters executed for both prior matters confirms that the scope of each representation was limited to the specific transaction described, with no provision for ongoing or general representation. No retainer or standing engagement arrangement with Summit exists or has ever existed. The Firm owes no continuing duty of loyalty to Summit beyond the obligations imposed by Virginia Rule of Professional Conduct 1.9, which prohibits the use of confidential information obtained during a prior representation to the disadvantage of a former client in the same or a substantially related matter. As analyzed in Section 4.2.3, the current engagement is not the same as, nor substantially related to, either prior Summit matter, and no confidential information from those representations could be used or would be relevant in the current engagement.
Recommendations:
1.  As a matter of professional courtesy, it is recommended that Douglas Fairchild, as Responsible Partner, inform Karen Ellsworth (Managing Director, Real Estate Finance, Summit National Bank) at an appropriate time that Calderwood & Harkness LLP represents the borrower/developer in the Stonebridge Campus construction financing. This communication should make clear that the Firm is representing IHDC (through the to-be-formed borrower entity) and is not representing Summit or any lender in this transaction. The timing of this communication is at Mr. Fairchild's discretion, but it should ideally occur prior to or at the commencement of substantive loan documentation negotiations.
2.  It is confirmed that no Calderwood & Harkness attorney currently staffed on Matter No. 1043-00002 (Fairchild, Fontaine, Ho, Nakamura, Hartwell) worked on either of the prior Summit matters (Matter Nos. 1043-00002 and 1043-00002). The prior Summit matters were staffed exclusively by Nathan Greaves, Victoria Liang, and Derek Chandra, none of whom are assigned to or have been consulted in connection with the Stonebridge Campus engagement. No ethical screen is required, but the Firm's standard practice of maintaining matter-level confidentiality through access controls in the document management system will be observed as with all matters.
5.2 Stonebridge Campus Holdings LLC (To Be Formed)
Stonebridge Campus Holdings LLC is a single-purpose Virginia limited liability company to be formed by IHDC as the borrower entity under the construction loan facility. As of the date of this memorandum, the entity does not yet exist, has not been filed with the Virginia State Corporation Commission, and has not been assigned an EIN. Because the entity is not yet in existence, it could not be meaningfully searched in the Firm's conflicts database.
Recommendation: Upon formation of Stonebridge Campus Holdings LLC and assignment of its Virginia SCC Entity ID and EIN, a supplemental conflict check should be run to confirm that no conflicts are identified against the newly formed entity. Given that the entity will be a wholly owned, single-purpose subsidiary of IHDC, organized solely for the purpose of holding the Project assets and serving as borrower under the construction loan, no independent conflict is anticipated. The supplemental check is recommended as a procedural safeguard consistent with the Firm's policies.
5.3 Future Parties
The Stonebridge Campus development is a large-scale, multi-phase project that is expected to involve additional parties as the transaction progresses. Categories of potential future parties that may require supplemental conflict checks include, but are not limited to:
•  Additional co-lenders joining the construction loan syndicate (either at initial closing or through subsequent syndication);
•  Mezzanine or preferred equity financing sources, if applicable;
•  Key subcontractors retained by TMCG for critical-path scopes of work (e.g., electrical, mechanical, data center fit-out);
•  Tenants or colocation customers, if IHDC pursues any pre-leasing prior to Project completion;
•  Additional governmental counterparties (e.g., Loudoun County agencies, Virginia Department of Transportation, U.S. Army Corps of Engineers, if wetlands or other federal jurisdictional issues arise);
•  Additional insurance carriers or sureties;
•  Permanent/take-out financing sources, when identified; and
•  Any other parties that become material participants in the Project.
Recommendation: As additional parties are identified during the course of the engagement, supplemental conflict checks should be promptly requested through the Conflicts Department. Each supplemental check should be documented and the results appended to this memorandum or recorded in a supplemental conflict memorandum maintained in the matter file. The engagement team should remain attentive to the potential for new conflicts to arise as the party landscape evolves throughout the development process.
6. Conclusion and Clearance
Based on the comprehensive conflict-of-interest check described in this memorandum, no disqualifying conflicts of interest have been identified that would prevent Calderwood & Harkness LLP from representing Ironhaven Data Centers LLC in connection with the Stonebridge Data Center Campus development, Matter No. 1043-00002.
The engagement is cleared to proceed.
The informational note regarding the Firm's two prior closed representations of Summit National Bank, N.A. (Matter Nos. 1043-00002 and 1043-00002) has been reviewed and analyzed under applicable rules of professional conduct. The prior representations do not give rise to a conflict of interest requiring client consent, an ethical screen, or declination of the engagement. As a matter of professional courtesy, notification to Summit's representative is recommended as described in Section 5.1.
This memorandum should be retained in the matter file for Matter No. 1043-00002 and updated if and when supplemental conflict checks are required as additional parties are identified or as the to-be-formed borrower entity (Stonebridge Campus Holdings LLC) is organized. Any changes in the engagement team staffing should also prompt a review of this memorandum to confirm that no new conflicts are introduced by incoming personnel.
The undersigned is available to discuss any questions regarding the findings and recommendations set forth herein.
7. Sign-Off
Prepared by:
________________________________________
Angela Fontaine Billing Partner, Real Estate Practice Group Calderwood & Harkness LLP
Date: March 12, 2025
Reviewed by:
________________________________________
Margaret H. Colvin Deputy General Counsel Office of General Counsel Calderwood & Harkness LLP
Date: March 12, 2025
Approved by:
________________________________________
Douglas Fairchild Responsible Partner, Real Estate Practice Group Calderwood & Harkness LLP
Date: March 12, 2025
APPENDIX A: Conflict Search Log
The following table sets forth a complete log of all conflict searches conducted in connection with the engagement of Ironhaven Data Centers LLC (Matter No. 1043-00002), including the entity or individual name searched, the date of the search, the search methodology applied, and the result code assigned.
Result Code Key:
•  CLR = Clear — No matches identified; no conflict.
•  HIT-A = Hit requiring analysis — Match identified; analysis performed and documented in Section 4.2 of this memorandum.
•  INFO = Informational note — No conflict, but informational item noted in Section 5 of this memorandum.
•  N/A = Not applicable — Entity not yet in existence or otherwise not searchable.
A.1 — Entities Searched
A.2 — Individuals Searched
All searches were conducted by the Conflicts Department of Calderwood & Harkness LLP using the C&H ConflictCheck system (database current through March 11, 2025). Fuzzy-match searches utilized the system's phonetic and partial-match algorithms with a similarity threshold of 75%. All potential matches were manually reviewed by Conflicts Analyst Jennifer Ng and escalated to Angela Fontaine, Billing Partner, for further analysis where required.
APPENDIX B: Prior Matter References — Summit National Bank, N.A.
This appendix provides a summary of the two prior closed matters in which Calderwood & Harkness LLP represented Summit National Bank, N.A. ("Summit"), as referenced in Sections 4.2.3 and 5.1 of this memorandum. These summaries are provided for the engagement team's reference and to document the basis for the Firm's determination that no disqualifying conflict of interest arises from the prior representations.
B.1 — Matter No. 1043-00002: Syndicated Credit Facility (Healthcare Sector)
B.2 — Matter No. 1043-00002: Project Finance Transaction (Manufacturing Sector)
B.3 — Confirmations
Based on the foregoing review, the following confirmations are made:
1.  No confidential information obtained by the Firm during either of the prior Summit representations (Matter Nos. 1043-00002 and 1043-00002) is relevant to, or could be used in connection with, the Stonebridge Data Center Campus development (Matter No. 1043-00002).
2.  No Calderwood & Harkness personnel currently assigned to the Stonebridge Campus engagement team — including Douglas Fairchild, Angela Fontaine, Cynthia Ho, Grace Nakamura, and Sylvia Hartwell — were staffed on, contributed to, or had access to the work product or confidential information associated with either of the prior Summit matters. The prior Summit matters were staffed exclusively by Nathan Greaves (Partner, Banking & Finance), Victoria Liang (Associate, Banking & Finance), and Derek Chandra (Associate, Banking & Finance), all of whom are based in the Firm's New York office and are not involved in the current engagement in any capacity.
3.  No ongoing attorney-client relationship exists between Calderwood & Harkness LLP and Summit National Bank, N.A. Both prior matters are fully closed, and no retainer, standing engagement, or general representation arrangement is in effect.
4.  The prior representations of Summit do not give rise to a disqualifying conflict of interest under Virginia Rules of Professional Conduct 1.7, 1.9, or 1.10, and do not require the informed consent of Summit or any other party for the Firm to proceed with the representation of IHDC in the Stonebridge Campus engagement.
END OF MEMORANDUM
This memorandum, including Appendices A and B, constitutes the complete conflict check documentation for Matter No. 1043-00002 as of March 12, 2025. This document is privileged and confidential attorney work product, prepared for internal use by Calderwood & Harkness LLP only, and is not to be distributed outside the Firm without the prior written approval of the Office of General Counsel.
Entity | Role | Jurisdiction / Address | EIN / Entity ID | Key Principals Searched
Ironhaven Data Centers LLC | Client — Buyer/Developer | Delaware (HQ: 44680 Prentice Drive, Suite 200, Ashburn, VA 20147) | EIN: 84-3291057; VA SCC Entity ID: S7491283 | Marcus Thorne (CEO); Priya Dasgupta (CFO); Leonard Castellano (EVP, Development)
Ridgeline Capital Partners Fund IV, LP | Equity Sponsor (92% indirect owner of IHDC via RCP Digital Holdings LLC) | Delaware | Not yet obtained | Julian Hargrove (Managing Partner, Ridgeline Capital Management LLC)
Ridgeline Capital Management LLC | General Partner of Ridgeline Capital Partners Fund IV, LP | Delaware | Not yet obtained | Julian Hargrove
RCP Digital Holdings LLC | Intermediate Holding Company (holds 92% of the membership interests in IHDC) | Delaware | Not yet obtained | Not applicable (holding entity only)
Ironhaven Management Incentive Pool LLC | Profits-interest vehicle (holds 8% of the membership interests in IHDC) | Delaware | Not yet obtained | IHDC management participants (Thorne, Dasgupta, Castellano — searched individually above)
Stonebridge Campus Holdings LLC | To-be-formed single-purpose borrower entity for construction loan | Virginia (to be formed) | To be obtained upon formation | Not applicable (entity not yet in existence)
Entity | Role / Address | Jurisdiction | EIN / Entity ID | Key Principals Searched
Blackthorn Realty Group, Inc. | Seller — Primary Parcel (62.0 acres, "Stonebridge Parcel"); 112 East Market Street, Suite 400, Leesburg, VA 20176 | Virginia | EIN: 54-1987234; VA SCC Entity ID: 0412876-3 | Donald R. Whitaker (President); Patricia Whitaker-Connolly (General Counsel)
Meridian Acres LLC | Seller — Adjacent Parcel (19.4 acres, "Meridian Parcel"); 3401 Old Ox Road, Sterling, VA 20166 | Virginia | EIN: 84-6120983 | Theodore Ashford (Managing Member)
Entity | Role / Address | Jurisdiction | Key Principals Searched
Summit National Bank, N.A. | Administrative Agent / Lead Lender ($180M commitment within $390M syndicated facility); 1275 Avenue of Commerce, 12th Floor, McLean, VA 22102 | OCC national charter | Karen Ellsworth (Managing Director, Real Estate Finance)
Cascade Commercial Lending Corp. | Co-Lender ($130M commitment); 500 Market Street, Suite 3200, Philadelphia, PA 19103 | Delaware | David Rennick (Relationship Manager)
Harborview Trust Company | Co-Lender ($80M commitment); 200 Constitution Plaza, Suite 1400, Hartford, CT 06103 | Connecticut state charter | Susan Applegategate (Lending Officer)
Entity | Role / Address | Jurisdiction | Key Principals Searched
Titan-McAllister Construction Group, LLC ("TMCG") | EPC General Contractor (Guaranteed Maximum Price: $412,000,000); 7900 Harkins Road, Suite 100, Lanham, MD 20706 | Maryland | Raymond Okafor (President); Michelle Tran (SVP, Data Center Programs)
Entity | Role / Address | Jurisdiction | Key Principals Searched
Vantage Power Cooperative ("VPC") | Primary Utility Power Provider (120 MVA allocation, 10-year service term); 601 Sycolin Road SE, Leesburg, VA 20175 | Virginia (member-owned cooperative) | Not applicable — cooperative entity; no individual principals identified for search
Entity | Role | Jurisdiction
Fidelitas Title & Escrow, Inc. | Title Company / Escrow Agent; 44121 Harry Byrd Highway, Suite 120, Ashburn, VA 20147 | Virginia
Sovereign Title Insurance Company | Title Underwriter | Virginia
Pinnacle Indemnity Insurance Co. | Commercial General Liability ("CGL") Carrier for TMCG | Pennsylvania
Great Basin Surety & Insurance Corp. | Builder's Risk / Surety / Performance & Payment Bonds Provider | Wyoming
Clearwater Specialty Underwriters, Inc. | Directors & Officers ("D&O") Liability Carrier for IHDC ($10,000,000 limits) | New York
Northgate Insurance Brokerage, LLC | Insurance Broker for IHDC | Virginia
Firm | Role | Key Contact Searched
Whitfield, Poole & Stratton LLP ("WPS") | Seller's Counsel — Blackthorn Realty Group, Inc.; 305 Harrison Street SE, Suite 200, Leesburg, VA 20175 | Harrison Poole (Lead Partner)
Dunleavy & Dunmore Benefits Consulting, PLLC ("D&M") | Seller's Counsel — Meridian Acres LLC; 118 North King Street, Leesburg, VA 20176 | Fiona Dunleavy (Lead Attorney)
Ashcroft & Wynn, P.C. ("A&W") | Local Zoning Counsel — retained by C&H on behalf of IHDC; 25 West Market Street, Leesburg, VA 20176 | Thomas Ashcroft (Lead Partner)
Redmond & Calloway LLP ("R&C") | Lender's Counsel — Summit National Bank, N.A.; 8300 Greensboro Drive, Suite 1100, McLean, VA 22102 | Victor Redmond (Lead Partner)
Entity | Role | Key Contact Searched
Cornerstone Land Use Consulting, LLC | Land Use / Entitlements Consultant; 19 Cornwall Street NW, Suite 210, Leesburg, VA 20176 | Alan Mercer (Principal Consultant)
Pendleton Environmental Associates, Inc. | Environmental Consultant (Phase I and Phase II Environmental Site Assessments) | Dr. Renata Volkov (Lead Environmental Scientist)
Brannigan Geotechnical Engineering, LLC | Geotechnical Consultant | Neil Brannigan, PE (Project Engineer)
Kestrel Infrastructure Advisors, LLC | Owner's Representative / Project Manager; 1750 Tysons Boulevard, Suite 600, Tysons, VA 22102 | Diane Prescott (Engagement Lead)
Lumen Ridge Engineering, PLLC | Civil / Site Design Engineer | Carlos Esteban, PE (Project Principal)
Greystone Appraisal Partners, LLC | Independent MAI Appraiser (for Construction Lender) | Janet Choi, MAI (Lead Appraiser)
Fielding & Associates, CPAs | Accountants / Tax Advisors for IHDC | Robert Fielding, CPA (Engagement Partner)
No. | Entity Name | Category | Date Searched | Search Method | Result Code
1 | Ironhaven Data Centers LLC | Client | 03/11/2025 | Exact + Fuzzy | CLR
2 | Ridgeline Capital Partners Fund IV, LP | Client Affiliate | 03/11/2025 | Exact + Fuzzy | CLR
3 | Ridgeline Capital Management LLC | Client Affiliate | 03/11/2025 | Exact + Fuzzy | CLR
4 | RCP Digital Holdings LLC | Client Affiliate | 03/11/2025 | Exact + Fuzzy | CLR
5 | Ironhaven Management Incentive Pool LLC | Client Affiliate | 03/11/2025 | Exact + Fuzzy | CLR
6 | Stonebridge Campus Holdings LLC | Client Affiliate (to be formed) | 03/11/2025 | Exact + Fuzzy | N/A (not yet formed)
7 | Blackthorn Realty Group, Inc. | Seller | 03/11/2025 | Exact + Fuzzy + EIN | CLR
8 | Meridian Acres LLC | Seller | 03/11/2025 | Exact + Fuzzy + EIN | CLR
9 | Summit National Bank, N.A. | Lender | 03/11/2025 | Exact + Fuzzy | HIT-A
10 | Cascade Commercial Lending Corp. | Lender | 03/11/2025 | Exact + Fuzzy | CLR
11 | Harborview Trust Company | Lender | 03/11/2025 | Exact + Fuzzy | CLR
12 | Titan-McAllister Construction Group, LLC | EPC Contractor | 03/11/2025 | Exact + Fuzzy + Alias | CLR
13 | Vantage Power Cooperative | Utility Provider | 03/11/2025 | Exact + Fuzzy | CLR
14 | Fidelitas Title & Escrow, Inc. | Title/Escrow | 03/11/2025 | Exact + Fuzzy | CLR
15 | Sovereign Title Insurance Company | Title Underwriter | 03/11/2025 | Exact + Fuzzy | CLR
16 | Pinnacle Indemnity Insurance Co. | Insurance | 03/11/2025 | Exact + Fuzzy | CLR
17 | Great Basin Surety & Insurance Corp. | Insurance/Surety | 03/11/2025 | Exact + Fuzzy | CLR
18 | Clearwater Specialty Underwriters, Inc. | Insurance (D&O) | 03/11/2025 | Exact + Fuzzy | CLR
19 | Northgate Insurance Brokerage, LLC | Insurance Broker | 03/11/2025 | Exact + Fuzzy | CLR
20 | Whitfield, Poole & Stratton LLP | Opposing Counsel | 03/11/2025 | Exact + Fuzzy | CLR
21 | Dunleavy & Dunmore Benefits Consulting, PLLC | Opposing Counsel | 03/11/2025 | Exact + Fuzzy | CLR
22 | Ashcroft & Wynn, P.C. | Co-Counsel | 03/11/2025 | Exact + Fuzzy | CLR
23 | Redmond & Calloway LLP | Opposing Counsel | 03/11/2025 | Exact + Fuzzy | CLR
24 | Cornerstone Land Use Consulting, LLC | Consultant | 03/11/2025 | Exact + Fuzzy | CLR
25 | Pendleton Environmental Associates, Inc. | Consultant | 03/11/2025 | Exact + Fuzzy | CLR
26 | Brannigan Geotechnical Engineering, LLC | Consultant | 03/11/2025 | Exact + Fuzzy | CLR
27 | Kestrel Infrastructure Advisors, LLC | Consultant | 03/11/2025 | Exact + Fuzzy | CLR
28 | Lumen Ridge Engineering, PLLC | Consultant | 03/11/2025 | Exact + Fuzzy | CLR
29 | Greystone Appraisal Partners, LLC | Consultant | 03/11/2025 | Exact + Fuzzy | CLR
30 | Fielding & Associates, CPAs | Accountant/Advisor | 03/11/2025 | Exact + Fuzzy | CLR
No. | Individual Name | Associated Entity | Date Searched | Search Method | Result Code
1 | Marcus Thorne | IHDC (CEO) | 03/11/2025 | Exact + Fuzzy | CLR
2 | Priya Dasgupta | IHDC (CFO) | 03/11/2025 | Exact + Fuzzy | CLR
3 | Leonard Castellano | IHDC (EVP, Development) | 03/11/2025 | Exact + Fuzzy | CLR
4 | Julian Hargrove | Ridgeline Capital Mgmt. (Managing Partner) | 03/11/2025 | Exact + Fuzzy | CLR
5 | Donald R. Whitaker | Blackthorn Realty (President) | 03/11/2025 | Exact + Fuzzy | CLR
6 | Patricia Whitaker-Connolly | Blackthorn Realty (General Counsel) | 03/11/2025 | Exact + Fuzzy | CLR
7 | Theodore Ashford | Meridian Acres (Managing Member) | 03/11/2025 | Exact + Fuzzy | CLR
8 | Karen Ellsworth | Summit National Bank (Managing Director) | 03/11/2025 | Exact + Fuzzy | CLR
9 | David Rennick | Cascade Commercial Lending (Relationship Mgr.) | 03/11/2025 | Exact + Fuzzy | CLR
10 | Susan Applegategate | Harborview Trust (Lending Officer) | 03/11/2025 | Exact + Fuzzy | CLR
11 | Raymond Okafor | TMCG (President) | 03/11/2025 | Exact + Fuzzy | CLR
12 | Michelle Tran | TMCG (SVP, Data Center Programs) | 03/11/2025 | Exact + Fuzzy | CLR
13 | Harrison Poole | WPS (Lead Partner) | 03/11/2025 | Exact + Fuzzy | CLR
14 | Fiona Dunleavy | D&M (Lead Attorney) | 03/11/2025 | Exact + Fuzzy | CLR
15 | Thomas Ashcroft | A&W (Lead Partner) | 03/11/2025 | Exact + Fuzzy | CLR
16 | Victor Redmond | R&C (Lead Partner) | 03/11/2025 | Exact + Fuzzy | CLR
17 | Alan Mercer | Cornerstone Land Use (Principal) | 03/11/2025 | Exact + Fuzzy | CLR
18 | Dr. Renata Volkov | Pendleton Environmental (Lead Scientist) | 03/11/2025 | Exact + Fuzzy | CLR
19 | Neil Brannigan | Brannigan Geotech. (Project Engineer) | 03/11/2025 | Exact + Fuzzy | CLR
20 | Diane Prescott | Kestrel Infrastructure (Engagement Lead) | 03/11/2025 | Exact + Fuzzy | CLR
21 | Carlos Esteban | Lumen Ridge Eng. (Project Principal) | 03/11/2025 | Exact + Fuzzy | CLR
22 | Janet Choi | Greystone Appraisal (Lead Appraiser) | 03/11/2025 | Exact + Fuzzy | CLR
23 | Robert Fielding | Fielding & Associates (Engagement Partner) | 03/11/2025 | Exact + Fuzzy | CLR
24 | Nathan Greaves | C&H (Partner, Banking & Finance — staffed on prior Summit matters; confirmed not on current team) | 03/11/2025 | Internal Team Review | INFO
25 | Victoria Liang | C&H (Associate, Banking & Finance — staffed on prior Summit matter 1043-00002; confirmed not on current team) | 03/11/2025 | Internal Team Review | INFO
26 | Derek Chandra | C&H (Associate, Banking & Finance — staffed on prior Summit matter 1043-00002; confirmed not on current team) | 03/11/2025 | Internal Team Review | INFO
Field | Details
Matter Number | 1043-00002
Matter Description | Syndicated Revolving Credit Facility — Apex Healthcare Services, Inc.
Client | Summit National Bank, N.A. (as Administrative Agent and Lead Lender)
Role of C&H | Lender's counsel — documentation of a $275,000,000 syndicated revolving credit facility
Industry Sector | Healthcare services
Borrower | Apex Healthcare Services, Inc. (not a party to or affiliate of any entity involved in the Stonebridge Campus development)
Date Opened | February 14, 2022
Date Closed | August 30, 2022
Engagement Team | Nathan Greaves (Partner, Banking & Finance, New York); Victoria Liang (Associate, Banking & Finance, New York)
Overlap with Current Engagement Team | None. Neither Mr. Greaves nor Ms. Liang is assigned to or has been consulted in connection with Matter No. 1043-00002 (Stonebridge Campus).
Subject Matter Relevance | None. The prior matter involved a revolving credit facility for a healthcare services company. There is no factual, substantive, or transactional connection to data center development, Loudoun County real estate, or any party involved in the Stonebridge Campus Project.
Confidential Information Relevance | None. Confidential information obtained during the prior representation pertained to the financial condition, operations, and credit profile of a healthcare services borrower, as well as Summit's internal credit approval processes for the healthcare transaction. None of this information is relevant to, or could be used in connection with, the Stonebridge Campus engagement.
Continuing Obligations | None. The engagement letter for Matter No. 1043-00002 limited the scope of representation to the specific syndicated credit facility transaction. No continuing representation, retainer, or standing engagement arrangement was established. The matter is fully closed with no outstanding deliverables, billing, or obligations.
Field | Details
Matter Number | 1043-00002
Matter Description | Project Finance — Buckeye Precision Manufacturing, LLC — Ohio Manufacturing Facility
Client | Summit National Bank, N.A. (as Lead Lender)
Role of C&H | Lender's counsel — documentation of a $145,000,000 project finance facility for the construction of a specialty manufacturing plant
Industry Sector | Manufacturing (industrial products)
Borrower | Buckeye Precision Manufacturing, LLC (not a party to or affiliate of any entity involved in the Stonebridge Campus development)
Date Opened | March 7, 2023
Date Closed | November 15, 2023
Engagement Team | Nathan Greaves (Partner, Banking & Finance, New York); Derek Chandra (Associate, Banking & Finance, New York)
Overlap with Current Engagement Team | None. Neither Mr. Greaves nor Mr. Chandra is assigned to or has been consulted in connection with Matter No. 1043-00002 (Stonebridge Campus).
Subject Matter Relevance | None. The prior matter involved project finance for a specialty manufacturing facility in Ohio. There is no factual, substantive, or transactional connection to data center development, Loudoun County real estate, or any party involved in the Stonebridge Campus Project.
Confidential Information Relevance | None. Confidential information obtained during the prior representation pertained to the borrower's manufacturing operations, project costs and construction budgets for an Ohio industrial facility, and Summit's internal credit underwriting and approval processes for the manufacturing transaction. None of this information is relevant to, or could be used in connection with, the Stonebridge Campus engagement.
Continuing Obligations | None. The engagement letter for Matter No. 1043-00002 limited the scope of representation to the specific project finance transaction. No continuing representation, retainer, or standing engagement arrangement was established. The matter is fully closed with no outstanding deliverables, billing, or obligations.

MEMORANDUM

END OF MEMORANDUM

Record

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