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

engagement-letter-ashcroft-wynn.docx DOCUMENT Real Estate

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CALDERWOOD & HARKNESS LLP Attorneys at Law

1900 K Street NW, Suite 800 Washington, DC 20006 Telephone: (202) 555-7400 Facsimile: (202) 555-7401 www.calderwoodharkness.com

March 18, 2025

Thomas Ashcroft, Esq. Lead Partner Ashcroft & Wynn, P.C. 25 West Market Street Leesburg, VA 20176

Re: Retention of Ashcroft & Wynn, P.C. as Local Zoning Counsel — Stonebridge Data Center Campus, Loudoun County, Virginia Calderwood & Harkness LLP Matter No. 1043-00002

Dear Mr. Ashcroft:

1. Introduction and Purpose of Engagement

Calderwood & Harkness LLP ("C&H") writes on behalf of its client, Ironhaven Data Centers LLC ("IHDC"), a Delaware limited liability company headquartered at 44680 Prentice Drive, Suite 200, Ashburn, Virginia 20147. IHDC is a portfolio company of Ridgeline Capital Partners Fund IV, LP, a private equity fund focused on digital infrastructure and real estate investments. IHDC was formed for the purpose of developing, owning, and operating hyperscale and wholesale colocation data center facilities in strategic markets throughout the Mid-Atlantic region.

IHDC is currently in the process of developing the Stonebridge Data Center Campus (the "Project"), a ground-up data center campus to be located in unincorporated Loudoun County, Virginia, at the intersection of Belmont Ridge Road and Stonebridge Boulevard, Ashburn, Virginia 20148. The Project site comprises approximately 81.4 acres across two parcels, as more fully described in Section 3 below. The total project budget for the Stonebridge Data Center Campus is approximately $600,000,000, encompassing land acquisition, entitlements, design, construction, and commissioning of the full campus buildout.

Given the significance of the entitlement and permitting process to the overall Project timeline and investment thesis, C&H is engaging Ashcroft & Wynn, P.C. ("A&W") to serve as local zoning and land use counsel in connection with the Project's entitlement and permitting process before Loudoun County, Virginia. A&W's deep familiarity with Loudoun County's land use regulatory framework, its established relationships with county staff and elected officials, and its track record of successfully prosecuting zoning modification and special exception applications in the county make it an ideal local counsel partner for this engagement.

The purpose of this letter is to set forth the terms and conditions upon which A&W is being retained, including the scope of the engagement, the relationship between C&H and A&W, the fee arrangements, and other matters relevant to the representation.

Douglas Fairchild, Partner at C&H, serves as the Responsible Partner for this engagement and will be the primary point of contact for all strategic and substantive matters. Angela Fontaine, also a Partner at C&H, serves as the Billing Partner and will coordinate all billing and financial matters related to this engagement. The C&H working team further includes Cynthia Ho, Lead Associate, and Grace Nakamura, Working Associate, both of whom will serve as day-to-day contacts for coordination with A&W on the entitlement workstream. Ms. Ho and Ms. Nakamura are based in C&H's Washington, DC office and will be available for regular communication with A&W by telephone, email, and videoconference, and for in-person meetings in Leesburg or at the Loudoun County Government Center as needed.

2. Client Identification

For purposes of this engagement, A&W's client is Ironhaven Data Centers LLC. A&W is being retained by C&H on IHDC's behalf, and C&H will serve as lead counsel coordinating all legal workstreams for the Project, including but not limited to real estate acquisition, construction contracting, project finance, environmental compliance, utility procurement, and zoning and land use entitlements. A&W's engagement as local zoning counsel is one component of a broader, multi-disciplinary legal effort being directed by C&H on IHDC's behalf.

A&W will report to and coordinate with C&H on all matters arising under this engagement. While A&W owes professional duties of competence, diligence, and confidentiality directly to IHDC as the client, the day-to-day direction of A&W's work will be provided by C&H, and all material decisions regarding the course of the representation shall be made in consultation with and subject to the approval of C&H and IHDC.

IHDC's key business contacts for the Project are as follows:

• Marcus Thorne, Chief Executive Officer, Ironhaven Data Centers LLC

• Priya Dasgupta, Chief Financial Officer, Ironhaven Data Centers LLC

• Leonard Castellano, Executive Vice President, Development, Ironhaven Data Centers LLC

A&W may be asked to participate in calls and meetings directly with IHDC personnel from time to time. Unless otherwise directed by C&H, A&W should copy C&H (specifically, Cynthia Ho and Grace Nakamura) on all written communications with IHDC's business team.

3. Project Description

The Project involves the development of a 96 megawatt ("MW") critical IT load data center campus, consisting of four data center buildings (designated Buildings A through D, each designed for 24 MW of critical IT load), a central utility plant, emergency generator yards, an electrical switchyard, on-site substations, stormwater management facilities, internal roadways, surface and structured parking, perimeter fencing and security infrastructure, and related site improvements. The total estimated gross floor area of the campus is approximately 480,000 square feet, with each of the four buildings designed at approximately 120,000 square feet of gross floor area.

The Project site consists of two contiguous parcels totaling approximately 81.4 acres, as follows:

(a) Stonebridge Parcel. The Stonebridge Parcel consists of approximately 62.0 acres, identified by Loudoun County Tax Map Reference Number /95-4A-1///. The Stonebridge Parcel is currently owned by Blackthorn Realty Group, Inc., a Virginia corporation. IHDC and Blackthorn Realty Group, Inc. are negotiating a purchase and sale agreement for the Stonebridge Parcel at a purchase price of $58,500,000. Execution of the purchase and sale agreement for the Stonebridge Parcel is targeted for April 15, 2025.

(b) Meridian Parcel. The Meridian Parcel consists of approximately 19.4 acres, identified by Loudoun County Tax Map Reference Number /95-4A-2///. The Meridian Parcel is currently owned by Meridian Acres LLC, a Virginia limited liability company. IHDC and Meridian Acres LLC are negotiating a purchase and sale agreement for the Meridian Parcel at a purchase price of $19,400,000. Execution of the purchase and sale agreement for the Meridian Parcel is targeted for April 22, 2025.

Both parcels are currently zoned PD-IP (Planned Development – Industrial Park) under the Loudoun County Revised 1993 Zoning Ordinance, as amended and restated. While PD-IP zoning permits a range of industrial and office uses, data center use on the Project site will require a Zoning Modification Application ("ZMOD") to modify the existing PD-IP proffers and development conditions to expressly authorize data center use at the densities and configurations contemplated by the Project. The ZMOD process is a legislative rezoning action that requires review and recommendation by the Loudoun County Planning Commission and approval by the Loudoun County Board of Supervisors.

Construction mobilization for the first phase of the Project (Building A and the central utility plant) is targeted for the fourth quarter of 2025, with a Notice to Proceed ("NTP") target date of November 1, 2025. The Project's construction schedule and capital deployment milestones are closely linked to the ZMOD approval timeline, which underscores the critical importance of an efficient and well-coordinated entitlement process.

4. Scope of Engagement

A&W's scope of services as local zoning counsel shall include, but not be limited to, the following:

4.1 ZMOD Application

A&W will be responsible for the preparation, filing, and prosecution of the Zoning Modification Application (anticipated Docket No. ZMOD-2025-0038) before the Loudoun County Department of Planning and Zoning. This includes the preparation of all required application forms, supplemental narratives, statements of justification, legal descriptions, ownership and authorization certifications, and supporting documentation required for a complete ZMOD submission under the Loudoun County Zoning Ordinance and applicable administrative regulations.

The target date for filing the ZMOD application with Loudoun County is May 30, 2025. Based on Loudoun County's published processing schedule and historical review timelines, and assuming a complete application accepted for processing in June 2025, the anticipated public hearing before the Loudoun County Planning Commission is expected in September 2025, with final consideration and approval by the Loudoun County Board of Supervisors expected at its October 2025 public hearing. A&W will monitor the county's processing schedule and advise C&H promptly of any delays or scheduling changes.

In connection with the ZMOD application, A&W will coordinate with C&H and with Cornerstone Land Use Consulting, LLC ("Cornerstone"), IHDC's retained land use and entitlements consultant. The principal consultant at Cornerstone is Alan Mercer, who will be responsible for preparing the land use analysis, community impact assessment, and supporting planning materials for the ZMOD application. A&W will work with Mr. Mercer and C&H in preparing the ZMOD application narrative and statement of justification, ensuring that all legal arguments, policy justifications, and comprehensive plan consistency findings are accurately and persuasively presented.

4.2 Pre-Application Conference and Agency Coordination

A&W will attend and prepare for all pre-application conferences with the Loudoun County Department of Planning and Zoning, including any preliminary review or intake meetings that may be scheduled prior to formal application submission. A&W will prepare or assist in the preparation of any pre-application materials, summary descriptions, or concept plans required or recommended for such conferences.

A&W will serve as the primary legal point of contact for liaison with Loudoun County staff, including the Department of Planning and Zoning, the Department of Building and Development, the Department of Transportation and Capital Infrastructure, the County Attorney's Office, and any other reviewing agencies or departments involved in the ZMOD and site plan review processes. A&W will also coordinate with the Board of Supervisors or their designees, including the Broad Run District Supervisor's office, as appropriate and as directed by C&H.

In addition, A&W will coordinate with the civil engineer of record for the Project, Lumen Ridge Engineering, PLLC ("Lumen Ridge"), whose principal contact is Carlos Esteban, PE. Lumen Ridge is responsible for the civil engineering, stormwater management, and site plan design for the Project. A&W will coordinate with Mr. Esteban and his team on site plan-related submissions to Loudoun County, ensuring that engineering and land use elements of the application are consistent and mutually supportive.

4.3 Proffer Negotiation and Preparation

A&W will draft and negotiate the proffer statement to be submitted in connection with the ZMOD application before the Loudoun County Board of Supervisors. The proffer statement is a critical component of the ZMOD approval, as it represents IHDC's binding commitment to certain conditions and contributions in exchange for the zoning approval.

Based on preliminary discussions with Loudoun County staff and on prevailing proffer contribution levels for data center projects in the county, the estimated proffer amount for the Project is approximately $2,400,000. This figure is calculated at a rate of $5.00 per square foot of gross floor area, based on the estimated total gross floor area of 480,000 square feet. The final proffer amount and specific proffer terms will be subject to negotiation with the Board of Supervisors and county staff during the ZMOD review process.

The proffer statement is expected to address, among other things, the following categories of commitments:

(a) fiscal impact contributions to offset any net fiscal impacts to Loudoun County;

(b) transportation improvements, including potential contributions to intersection and road improvements in the vicinity of the Project site, particularly along Belmont Ridge Road and Stonebridge Boulevard;

(c) noise mitigation commitments, including operational noise limits, equipment specifications for rooftop and ground-mounted mechanical equipment, and perimeter sound attenuation measures; and

(d) visual screening commitments, including enhanced landscaping, perimeter buffer plantings, architectural treatment standards, and building height and setback commitments.

A&W will coordinate with C&H on proffer negotiation strategy and will not agree to or submit any proffer terms or revisions without the prior written approval of C&H (Douglas Fairchild or Cynthia Ho). The final proffer statement will be reviewed and approved by C&H and IHDC prior to formal submission to the Board of Supervisors.

4.4 Public Hearings and Board Presentations

A&W will represent IHDC at all public hearings before the Loudoun County Planning Commission and the Loudoun County Board of Supervisors related to the ZMOD application. This includes preparation of hearing materials, oral presentations, visual aids, and written and verbal responses to questions from commissioners, supervisors, county staff, and members of the public.

A&W will prepare for and participate in any community meetings, stakeholder sessions, or informal briefings with county officials that may be scheduled in advance of the formal public hearing process, as directed by C&H. A&W will also monitor and advise C&H regarding any public opposition, community group activity, or adjacent landowner concerns that may arise in connection with the ZMOD application.

In the event that any public comment raises legal, procedural, or factual issues requiring a formal response, A&W will coordinate with C&H in preparing such responses and will not submit any written response to the county record without C&H's prior review and approval.

4.5 Site Plan Review and Related Land Use Approvals

A&W will assist with site plan submissions and review processes before Loudoun County as needed in connection with the Project. This may include review of site plan applications, responses to county review comments, attendance at review meetings, and coordination with Lumen Ridge Engineering and other design professionals on site plan-related matters.

In addition, A&W will assist with the preparation and prosecution of any special exception, variance, sign permit, or other ancillary land use approvals that may be required for the Project. Such ancillary approvals may include, by way of example, special exceptions for building height, variances from setback or parking requirements, approvals for temporary construction access, or modifications to development standards under the PD-IP zoning regulations. A&W will advise C&H promptly if, during the course of the entitlement process, any such ancillary approvals are identified as necessary or advisable.

4.6 Coordination with Other Project Counsel and Consultants

A&W will coordinate with C&H on the interrelationship between the ZMOD approval timeline and other critical Project milestones, including:

(a) the land closing schedule, as both the Stonebridge Parcel and the Meridian Parcel are targeted for closing on September 15, 2025, subject to satisfaction of due diligence conditions, including satisfactory progress on the ZMOD application;

(b) the construction financing closing, which is targeted for October 15, 2025 and is expected to require evidence of ZMOD approval or substantial certainty of approval as a condition to funding; and

A&W will also coordinate with the following consultants and advisors to the extent that their work product or findings are relevant to the entitlement process:

(a) Pendleton Environmental Associates, Inc. (principal contact: Dr. Renata Volkov), IHDC's environmental consultant, which is conducting Phase I and Phase II environmental site assessments, wetlands delineation, and threatened and endangered species surveys. A&W will review and incorporate environmental findings into the ZMOD application as appropriate and will advise C&H of any environmental conditions that could affect the entitlement strategy.

(b) Brannigan Geotechnical Engineering, LLC (principal contact: Neil Brannigan, PE), IHDC's geotechnical engineering consultant, which is conducting subsurface investigations and geotechnical analyses for the Project site. A&W will coordinate with Mr. Brannigan regarding any geotechnical conditions that may be relevant to site plan submissions, grading plans, or stormwater management designs reviewed by Loudoun County.

5. Relationship Between C&H and A&W

The working relationship between C&H and A&W is fundamental to the success of this engagement, and both firms must operate with clear lines of authority, responsibility, and communication. To that end, the following principles will govern the relationship:

C&H serves as lead counsel for IHDC on all aspects of the Project, including real estate acquisition, construction, project finance, environmental, utility, and zoning and land use matters. A&W is retained as local counsel under C&H's direction and coordination and will operate within the scope of engagement defined in this letter and as may be supplemented from time to time by written direction from C&H.

A&W shall not take any material action on behalf of IHDC without prior written or email approval from C&H. For purposes of this engagement, "material action" includes, but is not limited to: (i) filing any application, amendment, or supplement with Loudoun County; (ii) submitting any proffer statement or revision thereto; (iii) making any representations, commitments, or concessions to county officials, reviewing agencies, or members of the Board of Supervisors or Planning Commission; (iv) agreeing to any conditions, modifications, or stipulations in connection with the ZMOD application or any related approval; and (v) entering into any substantive discussions with opposing counsel or adversarial parties regarding the Project. The C&H personnel authorized to provide such approvals are Douglas Fairchild and Cynthia Ho, each of whom may act individually.

All written communications with opposing counsel — including Whitfield, Poole & Stratton LLP, which represents the seller of the Stonebridge Parcel (Blackthorn Realty Group, Inc.), and Dunleavy & Dunmore Benefits Consulting, PLLC, which represents the seller of the Meridian Parcel (Meridian Acres LLC) — or with Loudoun County officials on substantive matters should be coordinated with C&H in advance. This includes emails, letters, memoranda, and any other written correspondence that addresses material terms, conditions, or commitments related to the Project.

A&W will provide periodic status updates to C&H, which shall include, at a minimum, a written summary report every two weeks addressing the status of the ZMOD application, any communications with county staff or officials, anticipated next steps, and any issues or risks requiring attention. A&W will also promptly notify C&H of any material developments in the entitlement process, including but not limited to: receipt of staff reports or review comments, scheduling of public hearings, community opposition activity, media inquiries, changes in county policy or personnel affecting the application, and any other developments that could affect the Project timeline or outcome.

6. Conflicts of Interest

A&W confirms that it has conducted a thorough conflicts check in accordance with the Virginia Rules of Professional Conduct, including Rules 1.7 and 1.9 thereof, and that the representation of IHDC in connection with the Project does not present any actual or potential conflicts of interest that would preclude or limit A&W's ability to provide zealous and undivided representation to IHDC.

A&W specifically confirms that it does not currently represent, and has not within the preceding twenty-four (24) months represented, any of the following persons or entities:

(a) Blackthorn Realty Group, Inc., or any affiliate, officer, director, or member thereof, including any member of the Whitaker family, specifically including Donald R. Whitaker and Patricia Whitaker-Connolly;

(b) Meridian Acres LLC, or any affiliate, member, or manager thereof, including Theodore Ashford;

(c) any party adverse to IHDC, Ridgeline Capital Partners Fund IV, LP, or any of their respective affiliates in connection with the Stonebridge Data Center Campus or any other matter; or

(d) any party involved in opposing or competing land use applications in the vicinity of the Project site, including any applicant, landowner, or community group that has filed or is reasonably expected to file a zoning, special exception, or land use application that could conflict with or adversely affect the ZMOD application for the Project.

If any conflict of interest arises during the course of this engagement, whether actual, potential, or apparent, A&W will promptly notify C&H in writing and will take such steps as are necessary to address the conflict in accordance with the Virginia Rules of Professional Conduct, including, if necessary, seeking informed consent from the affected parties or withdrawing from the engagement.

7. Fees and Billing

A&W will bill IHDC for legal services rendered in connection with this engagement at A&W's standard hourly rates for the applicable timekeepers, as set forth in the rate schedule attached hereto as Enclosure 1. A&W represents that the rates set forth in the attached rate schedule are consistent with A&W's standard hourly rates charged to clients for comparable engagements.

The anticipated primary timekeeper for this engagement is Thomas Ashcroft, Lead Partner. A&W may assign additional attorneys and paralegals to the engagement as reasonably necessary to provide effective and efficient representation, provided that A&W obtains C&H's prior approval before assigning any additional timekeeper to the engagement. A&W will notify C&H of the identity, billing rate, and qualifications of any proposed additional timekeeper before such timekeeper commences work on the engagement.

A&W will submit monthly invoices to C&H for review. Invoices should be submitted in reasonable detail, including a description of the services performed, the identity of the timekeeper performing each task, the time expended (in increments of one-tenth of an hour), and the applicable billing rate. Invoices should be submitted in electronic format (PDF) to C&H's attention at the address and email specified below, and each invoice should reference Calderwood & Harkness LLP Matter No. 1043-00002. C&H will review each invoice and forward it to IHDC for payment. IHDC's standard payment terms are net thirty (30) days from receipt of an approved invoice.

IHDC will be responsible for payment of A&W's fees and disbursements incurred in connection with this engagement. C&H does not guarantee or assume responsibility for payment of A&W's invoices. In the event of any dispute regarding fees or billing, A&W agrees to work in good faith with C&H and IHDC to resolve such dispute.

Reasonable out-of-pocket expenses incurred by A&W in connection with the engagement will be reimbursed at cost, without markup. Reimbursable expenses include, but are not limited to, filing fees, recording fees, Loudoun County application fees, photocopying and document production costs, courier and delivery charges, and travel expenses incurred for travel within Loudoun County in connection with county meetings, hearings, and site visits. A&W will itemize all out-of-pocket expenses on its monthly invoices and will provide supporting documentation upon request.

A&W will not incur any single out-of-pocket expense exceeding $2,500 without the prior written approval of C&H. For purposes of this limitation, related expenses incurred in connection with a single event, filing, or submission shall be aggregated. A&W will promptly notify C&H if any anticipated expense is expected to exceed this threshold, and C&H will respond promptly with approval or alternative direction.

8. Confidentiality

A&W acknowledges that, in connection with this engagement, A&W will receive and have access to confidential and proprietary information of IHDC, its affiliates, and its investors. A&W agrees to treat all such information as strictly confidential and to use it solely for the purpose of providing legal services under this engagement.

A&W shall not disclose any confidential information to any third party without the prior written consent of C&H or IHDC, except to the extent that disclosure is (i) required by applicable law, regulation, or court order, (ii) necessary in connection with the preparation and prosecution of the ZMOD application and related county proceedings (e.g., information included in public filings with Loudoun County), or (iii) made to A&W's employees, agents, or subcontractors who have a need to know such information in connection with the engagement and who are bound by confidentiality obligations no less restrictive than those set forth herein. In the event that disclosure is required by law or legal process, A&W will promptly notify C&H before making any such disclosure to allow IHDC to seek protective measures.

Confidential information includes, without limitation:

(a) project financial information, including the $600,000,000 total project budget, capital structure, debt and equity commitments, financing terms, pro forma projections, and return analyses;

(b) business plans, market studies, feasibility analyses, and strategic plans of IHDC and its affiliates;

(c) tenant, customer, and end-user information, including the identity of potential tenants or customers and the terms of any letters of intent, pre-lease agreements, or master service agreements;

(d) the terms of purchase and sale agreements with the sellers of the Stonebridge Parcel and the Meridian Parcel, including purchase prices, contingencies, and closing conditions;

(e) the terms of agreements with contractors, subcontractors, design professionals, and consultants engaged in connection with the Project;

(f) the terms of agreements or negotiations with electric utility providers, including Northgate Partners LLC, regarding power supply arrangements; and

(g) any other information that is designated as confidential by C&H or IHDC, or that a reasonable attorney would understand to be confidential given the nature of the engagement and the information.

A&W's confidentiality obligations under this Section 8 shall survive the termination or expiration of this engagement.

9. Term and Termination

This engagement shall commence as of the date of A&W's countersignature of this letter and shall continue until the earliest to occur of the following:

(a) completion of the ZMOD approval process and all related land use matters within the scope of this engagement, as mutually determined by C&H and A&W;

(b) written termination by C&H or IHDC, which may be effected at any time, with or without cause, upon written notice to A&W; or

(c) written termination by A&W upon not less than thirty (30) days' prior written notice to C&H, provided that A&W shall not withdraw from the engagement at a time or in a manner that would materially prejudice IHDC's interests, including during a critical phase of the ZMOD review process or within thirty (30) days prior to a scheduled public hearing.

Upon termination of this engagement for any reason, A&W will promptly deliver to C&H all files, work product, documents, and materials (in both physical and electronic form) relating to the engagement, including but not limited to application files, correspondence with county officials, proffer drafts, hearing materials, and research memoranda. A&W may retain copies of such materials for its own records, subject to the confidentiality obligations set forth in Section 8.

Upon termination, A&W will submit a final invoice for all fees earned and expenses incurred through the date of termination, and IHDC will be responsible for payment of such amounts in accordance with Section 7.

10. Insurance

A&W confirms that it currently maintains professional liability (errors and omissions) insurance coverage issued by a reputable insurance carrier, with minimum coverage limits of not less than $2,000,000 per claim. A&W represents that such coverage is adequate to cover the scope and nature of the services to be provided under this engagement.

A&W agrees to maintain professional liability insurance with limits of not less than $2,000,000 per claim throughout the duration of this engagement and for a period of not less than two (2) years following the termination or expiration of this engagement. A&W will provide C&H with a certificate of insurance evidencing such coverage upon request, and will promptly notify C&H of any material reduction in coverage limits, cancellation, or non-renewal of such insurance.

11. Governing Law

This engagement letter, and all rights and obligations of the parties hereunder, shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia, without regard to its conflicts of laws principles. Any dispute arising out of or relating to this engagement letter shall be resolved in the courts of competent jurisdiction located in the Commonwealth of Virginia.

12. Acceptance and Countersignature

If the foregoing terms and conditions accurately reflect A&W's understanding of the engagement and are acceptable to A&W, please indicate A&W's acceptance by executing this letter in the space provided below and returning a signed copy to the undersigned at Calderwood & Harkness LLP, 1900 K Street NW, Suite 800, Washington, DC 20006, or by email to dfairchild@calderwoodharkness.com, no later than April 1, 2025. This letter may be executed in counterparts, each of which shall be deemed an original, and may be delivered by electronic transmission (including PDF or Brightwater Software).

This engagement letter, together with the attached rate schedule, constitutes the entire agreement between C&H (on behalf of IHDC) and A&W with respect to the engagement described herein and supersedes all prior and contemporaneous discussions, negotiations, and agreements, whether oral or written, relating to the subject matter hereof. No amendment or modification of this engagement letter shall be effective unless made in writing and signed by both C&H and A&W.

We look forward to working with you and your team on this important project. The Stonebridge Data Center Campus represents a significant development opportunity for IHDC and a major investment in Loudoun County's continued growth as a premier data center market. We are confident that A&W's expertise in Loudoun County zoning and land use matters will be an invaluable asset to the Project team, and we anticipate a productive and collaborative working relationship throughout the entitlement process.

Please do not hesitate to contact me or Cynthia Ho with any questions regarding this engagement letter or the Project generally.

Sincerely,

CALDERWOOD & HARKNESS LLP

By: ________

Douglas Fairchild Partner 1900 K Street NW, Suite 800 Washington, DC 20006 Telephone: (202) 555-7412

Email: dfairchild@calderwoodharkness.com

ACCEPTANCE AND AGREEMENT

The undersigned, on behalf of Ashcroft & Wynn, P.C., hereby accepts and agrees to the terms and conditions of this engagement letter, including all obligations, representations, and confirmations set forth herein.

ACCEPTED AND AGREED:

ASHCROFT & WYNN, P.C.

By: ________

Name: Thomas Ashcroft

Title: Lead Partner

Date: ________

Enclosure:

Enclosure 1: Ashcroft & Wynn, P.C. Rate Schedule (to be attached)

cc:

Marcus Thorne, Chief Executive Officer, Ironhaven Data Centers LLC Leonard Castellano, Executive Vice President, Development, Ironhaven Data Centers LLC Angela Fontaine, Partner, Calderwood & Harkness LLP Cynthia Ho, Associate, Calderwood & Harkness LLP

CALDERWOOD & HARKNESS LLP Attorneys at Law
1900 K Street NW, Suite 800 Washington, DC 20006 Telephone: (202) 555-7400 Facsimile: (202) 555-7401 www.calderwoodharkness.com
March 18, 2025
Thomas Ashcroft, Esq. Lead Partner Ashcroft & Wynn, P.C. 25 West Market Street Leesburg, VA 20176
Re: Retention of Ashcroft & Wynn, P.C. as Local Zoning Counsel — Stonebridge Data Center Campus, Loudoun County, Virginia Calderwood & Harkness LLP Matter No. 1043-00002
Dear Mr. Ashcroft:
1. Introduction and Purpose of Engagement
Calderwood & Harkness LLP ("C&H") writes on behalf of its client, Ironhaven Data Centers LLC ("IHDC"), a Delaware limited liability company headquartered at 44680 Prentice Drive, Suite 200, Ashburn, Virginia 20147. IHDC is a portfolio company of Ridgeline Capital Partners Fund IV, LP, a private equity fund focused on digital infrastructure and real estate investments. IHDC was formed for the purpose of developing, owning, and operating hyperscale and wholesale colocation data center facilities in strategic markets throughout the Mid-Atlantic region.
IHDC is currently in the process of developing the Stonebridge Data Center Campus (the "Project"), a ground-up data center campus to be located in unincorporated Loudoun County, Virginia, at the intersection of Belmont Ridge Road and Stonebridge Boulevard, Ashburn, Virginia 20148. The Project site comprises approximately 81.4 acres across two parcels, as more fully described in Section 3 below. The total project budget for the Stonebridge Data Center Campus is approximately $600,000,000, encompassing land acquisition, entitlements, design, construction, and commissioning of the full campus buildout.
Given the significance of the entitlement and permitting process to the overall Project timeline and investment thesis, C&H is engaging Ashcroft & Wynn, P.C. ("A&W") to serve as local zoning and land use counsel in connection with the Project's entitlement and permitting process before Loudoun County, Virginia. A&W's deep familiarity with Loudoun County's land use regulatory framework, its established relationships with county staff and elected officials, and its track record of successfully prosecuting zoning modification and special exception applications in the county make it an ideal local counsel partner for this engagement.
The purpose of this letter is to set forth the terms and conditions upon which A&W is being retained, including the scope of the engagement, the relationship between C&H and A&W, the fee arrangements, and other matters relevant to the representation.
Douglas Fairchild, Partner at C&H, serves as the Responsible Partner for this engagement and will be the primary point of contact for all strategic and substantive matters. Angela Fontaine, also a Partner at C&H, serves as the Billing Partner and will coordinate all billing and financial matters related to this engagement. The C&H working team further includes Cynthia Ho, Lead Associate, and Grace Nakamura, Working Associate, both of whom will serve as day-to-day contacts for coordination with A&W on the entitlement workstream. Ms. Ho and Ms. Nakamura are based in C&H's Washington, DC office and will be available for regular communication with A&W by telephone, email, and videoconference, and for in-person meetings in Leesburg or at the Loudoun County Government Center as needed.
2. Client Identification
For purposes of this engagement, A&W's client is Ironhaven Data Centers LLC. A&W is being retained by C&H on IHDC's behalf, and C&H will serve as lead counsel coordinating all legal workstreams for the Project, including but not limited to real estate acquisition, construction contracting, project finance, environmental compliance, utility procurement, and zoning and land use entitlements. A&W's engagement as local zoning counsel is one component of a broader, multi-disciplinary legal effort being directed by C&H on IHDC's behalf.
A&W will report to and coordinate with C&H on all matters arising under this engagement. While A&W owes professional duties of competence, diligence, and confidentiality directly to IHDC as the client, the day-to-day direction of A&W's work will be provided by C&H, and all material decisions regarding the course of the representation shall be made in consultation with and subject to the approval of C&H and IHDC.
IHDC's key business contacts for the Project are as follows:
•  Marcus Thorne, Chief Executive Officer, Ironhaven Data Centers LLC
•  Priya Dasgupta, Chief Financial Officer, Ironhaven Data Centers LLC
•  Leonard Castellano, Executive Vice President, Development, Ironhaven Data Centers LLC
A&W may be asked to participate in calls and meetings directly with IHDC personnel from time to time. Unless otherwise directed by C&H, A&W should copy C&H (specifically, Cynthia Ho and Grace Nakamura) on all written communications with IHDC's business team.
3. Project Description
The Project involves the development of a 96 megawatt ("MW") critical IT load data center campus, consisting of four data center buildings (designated Buildings A through D, each designed for 24 MW of critical IT load), a central utility plant, emergency generator yards, an electrical switchyard, on-site substations, stormwater management facilities, internal roadways, surface and structured parking, perimeter fencing and security infrastructure, and related site improvements. The total estimated gross floor area of the campus is approximately 480,000 square feet, with each of the four buildings designed at approximately 120,000 square feet of gross floor area.
The Project site consists of two contiguous parcels totaling approximately 81.4 acres, as follows:
(a) Stonebridge Parcel. The Stonebridge Parcel consists of approximately 62.0 acres, identified by Loudoun County Tax Map Reference Number /95-4A-1///. The Stonebridge Parcel is currently owned by Blackthorn Realty Group, Inc., a Virginia corporation. IHDC and Blackthorn Realty Group, Inc. are negotiating a purchase and sale agreement for the Stonebridge Parcel at a purchase price of $58,500,000. Execution of the purchase and sale agreement for the Stonebridge Parcel is targeted for April 15, 2025.
(b) Meridian Parcel. The Meridian Parcel consists of approximately 19.4 acres, identified by Loudoun County Tax Map Reference Number /95-4A-2///. The Meridian Parcel is currently owned by Meridian Acres LLC, a Virginia limited liability company. IHDC and Meridian Acres LLC are negotiating a purchase and sale agreement for the Meridian Parcel at a purchase price of $19,400,000. Execution of the purchase and sale agreement for the Meridian Parcel is targeted for April 22, 2025.
Both parcels are currently zoned PD-IP (Planned Development – Industrial Park) under the Loudoun County Revised 1993 Zoning Ordinance, as amended and restated. While PD-IP zoning permits a range of industrial and office uses, data center use on the Project site will require a Zoning Modification Application ("ZMOD") to modify the existing PD-IP proffers and development conditions to expressly authorize data center use at the densities and configurations contemplated by the Project. The ZMOD process is a legislative rezoning action that requires review and recommendation by the Loudoun County Planning Commission and approval by the Loudoun County Board of Supervisors.
Construction mobilization for the first phase of the Project (Building A and the central utility plant) is targeted for the fourth quarter of 2025, with a Notice to Proceed ("NTP") target date of November 1, 2025. The Project's construction schedule and capital deployment milestones are closely linked to the ZMOD approval timeline, which underscores the critical importance of an efficient and well-coordinated entitlement process.
4. Scope of Engagement
A&W's scope of services as local zoning counsel shall include, but not be limited to, the following:
4.1 ZMOD Application
A&W will be responsible for the preparation, filing, and prosecution of the Zoning Modification Application (anticipated Docket No. ZMOD-2025-0038) before the Loudoun County Department of Planning and Zoning. This includes the preparation of all required application forms, supplemental narratives, statements of justification, legal descriptions, ownership and authorization certifications, and supporting documentation required for a complete ZMOD submission under the Loudoun County Zoning Ordinance and applicable administrative regulations.
The target date for filing the ZMOD application with Loudoun County is May 30, 2025. Based on Loudoun County's published processing schedule and historical review timelines, and assuming a complete application accepted for processing in June 2025, the anticipated public hearing before the Loudoun County Planning Commission is expected in September 2025, with final consideration and approval by the Loudoun County Board of Supervisors expected at its October 2025 public hearing. A&W will monitor the county's processing schedule and advise C&H promptly of any delays or scheduling changes.
In connection with the ZMOD application, A&W will coordinate with C&H and with Cornerstone Land Use Consulting, LLC ("Cornerstone"), IHDC's retained land use and entitlements consultant. The principal consultant at Cornerstone is Alan Mercer, who will be responsible for preparing the land use analysis, community impact assessment, and supporting planning materials for the ZMOD application. A&W will work with Mr. Mercer and C&H in preparing the ZMOD application narrative and statement of justification, ensuring that all legal arguments, policy justifications, and comprehensive plan consistency findings are accurately and persuasively presented.
4.2 Pre-Application Conference and Agency Coordination
A&W will attend and prepare for all pre-application conferences with the Loudoun County Department of Planning and Zoning, including any preliminary review or intake meetings that may be scheduled prior to formal application submission. A&W will prepare or assist in the preparation of any pre-application materials, summary descriptions, or concept plans required or recommended for such conferences.
A&W will serve as the primary legal point of contact for liaison with Loudoun County staff, including the Department of Planning and Zoning, the Department of Building and Development, the Department of Transportation and Capital Infrastructure, the County Attorney's Office, and any other reviewing agencies or departments involved in the ZMOD and site plan review processes. A&W will also coordinate with the Board of Supervisors or their designees, including the Broad Run District Supervisor's office, as appropriate and as directed by C&H.
In addition, A&W will coordinate with the civil engineer of record for the Project, Lumen Ridge Engineering, PLLC ("Lumen Ridge"), whose principal contact is Carlos Esteban, PE. Lumen Ridge is responsible for the civil engineering, stormwater management, and site plan design for the Project. A&W will coordinate with Mr. Esteban and his team on site plan-related submissions to Loudoun County, ensuring that engineering and land use elements of the application are consistent and mutually supportive.
4.3 Proffer Negotiation and Preparation
A&W will draft and negotiate the proffer statement to be submitted in connection with the ZMOD application before the Loudoun County Board of Supervisors. The proffer statement is a critical component of the ZMOD approval, as it represents IHDC's binding commitment to certain conditions and contributions in exchange for the zoning approval.
Based on preliminary discussions with Loudoun County staff and on prevailing proffer contribution levels for data center projects in the county, the estimated proffer amount for the Project is approximately $2,400,000. This figure is calculated at a rate of $5.00 per square foot of gross floor area, based on the estimated total gross floor area of 480,000 square feet. The final proffer amount and specific proffer terms will be subject to negotiation with the Board of Supervisors and county staff during the ZMOD review process.
The proffer statement is expected to address, among other things, the following categories of commitments:
(a) fiscal impact contributions to offset any net fiscal impacts to Loudoun County;
(b) transportation improvements, including potential contributions to intersection and road improvements in the vicinity of the Project site, particularly along Belmont Ridge Road and Stonebridge Boulevard;
(c) noise mitigation commitments, including operational noise limits, equipment specifications for rooftop and ground-mounted mechanical equipment, and perimeter sound attenuation measures; and
(d) visual screening commitments, including enhanced landscaping, perimeter buffer plantings, architectural treatment standards, and building height and setback commitments.
A&W will coordinate with C&H on proffer negotiation strategy and will not agree to or submit any proffer terms or revisions without the prior written approval of C&H (Douglas Fairchild or Cynthia Ho). The final proffer statement will be reviewed and approved by C&H and IHDC prior to formal submission to the Board of Supervisors.
4.4 Public Hearings and Board Presentations
A&W will represent IHDC at all public hearings before the Loudoun County Planning Commission and the Loudoun County Board of Supervisors related to the ZMOD application. This includes preparation of hearing materials, oral presentations, visual aids, and written and verbal responses to questions from commissioners, supervisors, county staff, and members of the public.
A&W will prepare for and participate in any community meetings, stakeholder sessions, or informal briefings with county officials that may be scheduled in advance of the formal public hearing process, as directed by C&H. A&W will also monitor and advise C&H regarding any public opposition, community group activity, or adjacent landowner concerns that may arise in connection with the ZMOD application.
In the event that any public comment raises legal, procedural, or factual issues requiring a formal response, A&W will coordinate with C&H in preparing such responses and will not submit any written response to the county record without C&H's prior review and approval.
4.5 Site Plan Review and Related Land Use Approvals
A&W will assist with site plan submissions and review processes before Loudoun County as needed in connection with the Project. This may include review of site plan applications, responses to county review comments, attendance at review meetings, and coordination with Lumen Ridge Engineering and other design professionals on site plan-related matters.
In addition, A&W will assist with the preparation and prosecution of any special exception, variance, sign permit, or other ancillary land use approvals that may be required for the Project. Such ancillary approvals may include, by way of example, special exceptions for building height, variances from setback or parking requirements, approvals for temporary construction access, or modifications to development standards under the PD-IP zoning regulations. A&W will advise C&H promptly if, during the course of the entitlement process, any such ancillary approvals are identified as necessary or advisable.
4.6 Coordination with Other Project Counsel and Consultants
A&W will coordinate with C&H on the interrelationship between the ZMOD approval timeline and other critical Project milestones, including:
(a) the land closing schedule, as both the Stonebridge Parcel and the Meridian Parcel are targeted for closing on September 15, 2025, subject to satisfaction of due diligence conditions, including satisfactory progress on the ZMOD application;
(b) the construction financing closing, which is targeted for October 15, 2025 and is expected to require evidence of ZMOD approval or substantial certainty of approval as a condition to funding; and
(c) the NTP target date of November 1, 2025, which is dependent on both land closing and ZMOD approval.
A&W will also coordinate with the following consultants and advisors to the extent that their work product or findings are relevant to the entitlement process:
(a) Pendleton Environmental Associates, Inc. (principal contact: Dr. Renata Volkov), IHDC's environmental consultant, which is conducting Phase I and Phase II environmental site assessments, wetlands delineation, and threatened and endangered species surveys. A&W will review and incorporate environmental findings into the ZMOD application as appropriate and will advise C&H of any environmental conditions that could affect the entitlement strategy.
(b) Brannigan Geotechnical Engineering, LLC (principal contact: Neil Brannigan, PE), IHDC's geotechnical engineering consultant, which is conducting subsurface investigations and geotechnical analyses for the Project site. A&W will coordinate with Mr. Brannigan regarding any geotechnical conditions that may be relevant to site plan submissions, grading plans, or stormwater management designs reviewed by Loudoun County.
5. Relationship Between C&H and A&W
The working relationship between C&H and A&W is fundamental to the success of this engagement, and both firms must operate with clear lines of authority, responsibility, and communication. To that end, the following principles will govern the relationship:
C&H serves as lead counsel for IHDC on all aspects of the Project, including real estate acquisition, construction, project finance, environmental, utility, and zoning and land use matters. A&W is retained as local counsel under C&H's direction and coordination and will operate within the scope of engagement defined in this letter and as may be supplemented from time to time by written direction from C&H.
A&W shall not take any material action on behalf of IHDC without prior written or email approval from C&H. For purposes of this engagement, "material action" includes, but is not limited to: (i) filing any application, amendment, or supplement with Loudoun County; (ii) submitting any proffer statement or revision thereto; (iii) making any representations, commitments, or concessions to county officials, reviewing agencies, or members of the Board of Supervisors or Planning Commission; (iv) agreeing to any conditions, modifications, or stipulations in connection with the ZMOD application or any related approval; and (v) entering into any substantive discussions with opposing counsel or adversarial parties regarding the Project. The C&H personnel authorized to provide such approvals are Douglas Fairchild and Cynthia Ho, each of whom may act individually.
All written communications with opposing counsel — including Whitfield, Poole & Stratton LLP, which represents the seller of the Stonebridge Parcel (Blackthorn Realty Group, Inc.), and Dunleavy & Dunmore Benefits Consulting, PLLC, which represents the seller of the Meridian Parcel (Meridian Acres LLC) — or with Loudoun County officials on substantive matters should be coordinated with C&H in advance. This includes emails, letters, memoranda, and any other written correspondence that addresses material terms, conditions, or commitments related to the Project.
A&W will provide periodic status updates to C&H, which shall include, at a minimum, a written summary report every two weeks addressing the status of the ZMOD application, any communications with county staff or officials, anticipated next steps, and any issues or risks requiring attention. A&W will also promptly notify C&H of any material developments in the entitlement process, including but not limited to: receipt of staff reports or review comments, scheduling of public hearings, community opposition activity, media inquiries, changes in county policy or personnel affecting the application, and any other developments that could affect the Project timeline or outcome.
6. Conflicts of Interest
A&W confirms that it has conducted a thorough conflicts check in accordance with the Virginia Rules of Professional Conduct, including Rules 1.7 and 1.9 thereof, and that the representation of IHDC in connection with the Project does not present any actual or potential conflicts of interest that would preclude or limit A&W's ability to provide zealous and undivided representation to IHDC.
A&W specifically confirms that it does not currently represent, and has not within the preceding twenty-four (24) months represented, any of the following persons or entities:
(a) Blackthorn Realty Group, Inc., or any affiliate, officer, director, or member thereof, including any member of the Whitaker family, specifically including Donald R. Whitaker and Patricia Whitaker-Connolly;
(b) Meridian Acres LLC, or any affiliate, member, or manager thereof, including Theodore Ashford;
(c) any party adverse to IHDC, Ridgeline Capital Partners Fund IV, LP, or any of their respective affiliates in connection with the Stonebridge Data Center Campus or any other matter; or
(d) any party involved in opposing or competing land use applications in the vicinity of the Project site, including any applicant, landowner, or community group that has filed or is reasonably expected to file a zoning, special exception, or land use application that could conflict with or adversely affect the ZMOD application for the Project.
If any conflict of interest arises during the course of this engagement, whether actual, potential, or apparent, A&W will promptly notify C&H in writing and will take such steps as are necessary to address the conflict in accordance with the Virginia Rules of Professional Conduct, including, if necessary, seeking informed consent from the affected parties or withdrawing from the engagement.
7. Fees and Billing
A&W will bill IHDC for legal services rendered in connection with this engagement at A&W's standard hourly rates for the applicable timekeepers, as set forth in the rate schedule attached hereto as Enclosure 1. A&W represents that the rates set forth in the attached rate schedule are consistent with A&W's standard hourly rates charged to clients for comparable engagements.
The anticipated primary timekeeper for this engagement is Thomas Ashcroft, Lead Partner. A&W may assign additional attorneys and paralegals to the engagement as reasonably necessary to provide effective and efficient representation, provided that A&W obtains C&H's prior approval before assigning any additional timekeeper to the engagement. A&W will notify C&H of the identity, billing rate, and qualifications of any proposed additional timekeeper before such timekeeper commences work on the engagement.
A&W will submit monthly invoices to C&H for review. Invoices should be submitted in reasonable detail, including a description of the services performed, the identity of the timekeeper performing each task, the time expended (in increments of one-tenth of an hour), and the applicable billing rate. Invoices should be submitted in electronic format (PDF) to C&H's attention at the address and email specified below, and each invoice should reference Calderwood & Harkness LLP Matter No. 1043-00002. C&H will review each invoice and forward it to IHDC for payment. IHDC's standard payment terms are net thirty (30) days from receipt of an approved invoice.
IHDC will be responsible for payment of A&W's fees and disbursements incurred in connection with this engagement. C&H does not guarantee or assume responsibility for payment of A&W's invoices. In the event of any dispute regarding fees or billing, A&W agrees to work in good faith with C&H and IHDC to resolve such dispute.
Reasonable out-of-pocket expenses incurred by A&W in connection with the engagement will be reimbursed at cost, without markup. Reimbursable expenses include, but are not limited to, filing fees, recording fees, Loudoun County application fees, photocopying and document production costs, courier and delivery charges, and travel expenses incurred for travel within Loudoun County in connection with county meetings, hearings, and site visits. A&W will itemize all out-of-pocket expenses on its monthly invoices and will provide supporting documentation upon request.
A&W will not incur any single out-of-pocket expense exceeding $2,500 without the prior written approval of C&H. For purposes of this limitation, related expenses incurred in connection with a single event, filing, or submission shall be aggregated. A&W will promptly notify C&H if any anticipated expense is expected to exceed this threshold, and C&H will respond promptly with approval or alternative direction.
8. Confidentiality
A&W acknowledges that, in connection with this engagement, A&W will receive and have access to confidential and proprietary information of IHDC, its affiliates, and its investors. A&W agrees to treat all such information as strictly confidential and to use it solely for the purpose of providing legal services under this engagement.
A&W shall not disclose any confidential information to any third party without the prior written consent of C&H or IHDC, except to the extent that disclosure is (i) required by applicable law, regulation, or court order, (ii) necessary in connection with the preparation and prosecution of the ZMOD application and related county proceedings (e.g., information included in public filings with Loudoun County), or (iii) made to A&W's employees, agents, or subcontractors who have a need to know such information in connection with the engagement and who are bound by confidentiality obligations no less restrictive than those set forth herein. In the event that disclosure is required by law or legal process, A&W will promptly notify C&H before making any such disclosure to allow IHDC to seek protective measures.
Confidential information includes, without limitation:
(a) project financial information, including the $600,000,000 total project budget, capital structure, debt and equity commitments, financing terms, pro forma projections, and return analyses;
(b) business plans, market studies, feasibility analyses, and strategic plans of IHDC and its affiliates;
(c) tenant, customer, and end-user information, including the identity of potential tenants or customers and the terms of any letters of intent, pre-lease agreements, or master service agreements;
(d) the terms of purchase and sale agreements with the sellers of the Stonebridge Parcel and the Meridian Parcel, including purchase prices, contingencies, and closing conditions;
(e) the terms of agreements with contractors, subcontractors, design professionals, and consultants engaged in connection with the Project;
(f) the terms of agreements or negotiations with electric utility providers, including Northgate Partners LLC, regarding power supply arrangements; and
(g) any other information that is designated as confidential by C&H or IHDC, or that a reasonable attorney would understand to be confidential given the nature of the engagement and the information.
A&W's confidentiality obligations under this Section 8 shall survive the termination or expiration of this engagement.
9. Term and Termination
This engagement shall commence as of the date of A&W's countersignature of this letter and shall continue until the earliest to occur of the following:
(a) completion of the ZMOD approval process and all related land use matters within the scope of this engagement, as mutually determined by C&H and A&W;
(b) written termination by C&H or IHDC, which may be effected at any time, with or without cause, upon written notice to A&W; or
(c) written termination by A&W upon not less than thirty (30) days' prior written notice to C&H, provided that A&W shall not withdraw from the engagement at a time or in a manner that would materially prejudice IHDC's interests, including during a critical phase of the ZMOD review process or within thirty (30) days prior to a scheduled public hearing.
Upon termination of this engagement for any reason, A&W will promptly deliver to C&H all files, work product, documents, and materials (in both physical and electronic form) relating to the engagement, including but not limited to application files, correspondence with county officials, proffer drafts, hearing materials, and research memoranda. A&W may retain copies of such materials for its own records, subject to the confidentiality obligations set forth in Section 8.
Upon termination, A&W will submit a final invoice for all fees earned and expenses incurred through the date of termination, and IHDC will be responsible for payment of such amounts in accordance with Section 7.
10. Insurance
A&W confirms that it currently maintains professional liability (errors and omissions) insurance coverage issued by a reputable insurance carrier, with minimum coverage limits of not less than $2,000,000 per claim. A&W represents that such coverage is adequate to cover the scope and nature of the services to be provided under this engagement.
A&W agrees to maintain professional liability insurance with limits of not less than $2,000,000 per claim throughout the duration of this engagement and for a period of not less than two (2) years following the termination or expiration of this engagement. A&W will provide C&H with a certificate of insurance evidencing such coverage upon request, and will promptly notify C&H of any material reduction in coverage limits, cancellation, or non-renewal of such insurance.
11. Governing Law
This engagement letter, and all rights and obligations of the parties hereunder, shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia, without regard to its conflicts of laws principles. Any dispute arising out of or relating to this engagement letter shall be resolved in the courts of competent jurisdiction located in the Commonwealth of Virginia.
12. Acceptance and Countersignature
If the foregoing terms and conditions accurately reflect A&W's understanding of the engagement and are acceptable to A&W, please indicate A&W's acceptance by executing this letter in the space provided below and returning a signed copy to the undersigned at Calderwood & Harkness LLP, 1900 K Street NW, Suite 800, Washington, DC 20006, or by email to dfairchild@calderwoodharkness.com, no later than April 1, 2025. This letter may be executed in counterparts, each of which shall be deemed an original, and may be delivered by electronic transmission (including PDF or Brightwater Software).
This engagement letter, together with the attached rate schedule, constitutes the entire agreement between C&H (on behalf of IHDC) and A&W with respect to the engagement described herein and supersedes all prior and contemporaneous discussions, negotiations, and agreements, whether oral or written, relating to the subject matter hereof. No amendment or modification of this engagement letter shall be effective unless made in writing and signed by both C&H and A&W.
We look forward to working with you and your team on this important project. The Stonebridge Data Center Campus represents a significant development opportunity for IHDC and a major investment in Loudoun County's continued growth as a premier data center market. We are confident that A&W's expertise in Loudoun County zoning and land use matters will be an invaluable asset to the Project team, and we anticipate a productive and collaborative working relationship throughout the entitlement process.
Please do not hesitate to contact me or Cynthia Ho with any questions regarding this engagement letter or the Project generally.
Sincerely,
CALDERWOOD & HARKNESS LLP
By: ________
Douglas Fairchild Partner 1900 K Street NW, Suite 800 Washington, DC 20006 Telephone: (202) 555-7412
Email: dfairchild@calderwoodharkness.com
ACCEPTANCE AND AGREEMENT
The undersigned, on behalf of Ashcroft & Wynn, P.C., hereby accepts and agrees to the terms and conditions of this engagement letter, including all obligations, representations, and confirmations set forth herein.
ACCEPTED AND AGREED:
ASHCROFT & WYNN, P.C.
By: ________
Name: Thomas Ashcroft
Title: Lead Partner
Date: ________
Enclosure:
Enclosure 1: Ashcroft & Wynn, P.C. Rate Schedule (to be attached)
cc:
Marcus Thorne, Chief Executive Officer, Ironhaven Data Centers LLC Leonard Castellano, Executive Vice President, Development, Ironhaven Data Centers LLC Angela Fontaine, Partner, Calderwood & Harkness LLP Cynthia Ho, Associate, Calderwood & Harkness LLP

CALDERWOOD & HARKNESS LLP Attorneys at Law

CALDERWOOD & HARKNESS LLP

ACCEPTANCE AND AGREEMENT

ACCEPTED AND AGREED:

ASHCROFT & WYNN, P.C.

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