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

FROM: Angela Fontaine, Billing Partner, Real Estate

DATE: March 14, 2025

RE: Staffing Plan and Budget Estimate — Ironhaven Data Centers LLC / Stonebridge Data Center Campus Development

MATTER NO.: 1043-00002

CLIENT: Ironhaven Data Centers LLC

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I. Executive Summary

The purpose of this memorandum is to outline the projected staffing, workstream assignments, timeline, and estimated legal fees and disbursements for the full scope of Calderwood & Harkness LLP's representation of Ironhaven Data Centers LLC ("IHDC") in connection with the approximately $600,000,000 Stonebridge Data Center Campus ground-up development located in Loudoun County, Virginia (the "Project"). This memorandum is intended for internal planning purposes and, at the Responsible Partner's discretion, for informational distribution to the client to promote transparency around budgeting expectations and staffing commitments.

The matter was opened on March 12, 2025, and the engagement letter was executed on the same date. The engagement contemplates a comprehensive representation encompassing each of the principal transactional components necessary to bring the Project from initial land assemblage through construction commencement.

Specifically, the firm's scope of representation encompasses the following:

• Land Assemblage. Acquisition of two contiguous parcels totaling approximately 81.4 acres for an aggregate purchase price of $77,900,000, from two separate sellers: Blackthorn Realty Group, Inc. (the "Stonebridge Parcel," approximately 62.0 acres, $58,500,000) and Meridian Acres LLC (the "Meridian Parcel," approximately 19.4 acres, $19,400,000).

• Entitlements. Preparation and prosecution of a Zoning Modification Application ("ZMOD") before the Loudoun County Board of Supervisors for data center use under the existing PD-IP zoning designation, together with the negotiation of a proffer statement.

• EPC Contract. Negotiation and execution of a guaranteed maximum price ("GMP") Engineering, Procurement, and Construction ("EPC") contract with Titan-McAllister Construction Group, LLC ("TMCG") for the design and construction of the four-building campus totaling 480,000 square feet and 96 MW of critical IT capacity, at a GMP of $412,000,000.

• Power Procurement. Negotiation and execution of a Large Load Service Agreement ("LLSA") with Vantage Power Cooperative for 120 MVA of contracted demand on a ten-year term, together with an associated Line Extension Funding Agreement and Substation Easement Agreement.

• Construction Financing. Negotiation and closing of a $390,000,000 senior secured construction loan facility led by Summit National Bank, N.A. as Administrative Agent, with a syndicate including Cascade Commercial Lending Corp. and Harborview Trust Company.

• Entity Formation. Formation of Stonebridge Campus Holdings LLC as the single-purpose Virginia borrower entity, including preparation of all organizational documents and separateness covenants required by the construction lenders.

• Tax Advisory. Analysis of the Virginia data center sales and use tax exemption, entity structure and tax election recommendations, cost segregation study coordination, and Loudoun County equipment tax assessment analysis.

• Easements. Drafting and negotiation of cross-access, utility, stormwater, and substation easements required for unified campus operations and utility service.

• Insurance Program Coordination. Review and analysis of the builder's risk, OCIP, D&O, and post-COO property insurance programs, and coordination of insurance compliance across the EPC contract and construction loan agreement.

• Closings. Coordination and management of all closings, including land acquisition closings (both parcels) and the construction loan closing, together with post-closing compliance, recording, and reporting obligations.

• Equity and Sponsor Documents. Drafting of the Equity Contribution Agreement and related sponsor-level documentation for the capital commitment from Ridgeline Capital Partners Fund IV, LP.

The estimated project timeline contemplates active engagement commencing in March 2025 and continuing through the dual land acquisition closings (targeted for September 15, 2025), the construction loan closing (targeted for October 15, 2025), and the issuance of a Notice to Proceed ("NTP") under the EPC contract (targeted for November 1, 2025). The firm anticipates a reduced level of post-closing support through stabilization, projected for Q2 2028, encompassing lender compliance reporting, construction draw review assistance, and periodic advisory work as needed. The peak staffing period is anticipated to occur between May and October 2025, during which multiple workstreams will run in parallel and the team will be managing simultaneous negotiations with sellers, the EPC contractor, the utility cooperative, the lender syndicate, and local governmental authorities.

This memorandum sets forth the proposed engagement team, describes each workstream in detail, provides a staffing allocation table, estimates fees and disbursements on a workstream-by-workstream basis, and identifies key assumptions and caveats underlying the budget. A summary of recommended next steps is included at the conclusion.

II. Engagement Team — Core Staffing

The proposed engagement team has been assembled to provide the depth and breadth of experience required by a matter of this scale and complexity. The team is designed to deliver efficient, senior-level attention to each workstream while maintaining the continuity of personnel that facilitates seamless coordination across the multiple interdependent transaction components. The following describes the roles, responsibilities, and estimated involvement of each proposed team member.

A. Partners. Douglas Fairchild — Responsible Partner, Real Estate. Mr. Fairchild will serve as the Responsible Partner for the matter and will exercise overall supervision of all workstreams. He will be the primary senior relationship contact with IHDC's leadership team, including Marcus Thorne (Chief Executive Officer), Priya Dasgupta (Chief Financial Officer), Leonard Castellano (Executive Vice President, Development), and Julian Hargrove (Managing Partner, Ridgeline Capital Management LLC, IHDC's sponsor). Mr. Fairchild will take the lead on the construction financing negotiations with Summit National Bank, N.A., working directly with Karen Ellsworth (Managing Director, Summit) and with Victor Redmond, lead partner at Redmond & Calloway LLP, who serves as counsel to the lender syndicate. In addition, Mr. Fairchild will provide strategic oversight and senior-level review of all major transaction documents, including the EPC Agreement, the LLSA, the Purchase and Sale Agreements, and the Equity Contribution Agreement. He will also be responsible for managing escalated negotiation issues across workstreams and for ensuring that the firm's work product meets the high standard that IHDC and its sponsor expect. Mr. Fairchild's estimated involvement is approximately 15–20% of total partner hours dedicated to the matter.

Angela Fontaine — Billing Partner, Real Estate. Ms. Fontaine will serve as the Billing Partner for the matter and will be responsible for budget management, monthly billing and collections, staffing coordination, and periodic client reporting on fees and disbursements. In addition to her administrative role, Ms. Fontaine will provide periodic substantive involvement in the land acquisition and EPC workstreams, drawing on her significant experience in data center development transactions in the Northern Virginia market. She will monitor the budget-to-actual status of each workstream on a monthly basis and will prepare summary reports for distribution to the client. Ms. Fontaine's estimated involvement is approximately 5–10% of total partner hours dedicated to the matter.

Sylvia Hartwell — Specialist Partner, Tax. Ms. Hartwell will lead all tax-related workstreams for the matter. Her responsibilities include: (i) analysis of the Virginia data center sales and use tax exemption under Virginia Code § 58.1-609.3(18), including the determination of whether the Project meets the minimum capital investment threshold of $150,000,000 over five years and the minimum new job creation requirement of 50 positions; (ii) entity structure and tax election recommendations for Stonebridge Campus Holdings LLC, including analysis of pass-through treatment, Virginia state income tax implications, and coordination with the Ridgeline fund structure through RCP Digital Holdings LLC, the intermediate holding company that holds a 92% interest in IHDC; (iii) coordination of the cost segregation study to be performed by Fielding & Associates, CPAs (Robert Fielding, CPA), including defining the scope and timing of the study and reviewing its conclusions; and (iv) analysis of Loudoun County personal property tax on data center equipment, assessed at $1.25 per $100 of assessed value. Ms. Hartwell's estimated involvement is approximately 8–12% of total partner hours dedicated to the matter.

B. Associates. Cynthia Ho — Lead Associate, Real Estate. Ms. Ho will serve as the day-to-day lead associate on all transactional workstreams. She is a fifth-year associate with substantial experience in complex commercial real estate transactions, including data center development and financing matters. Ms. Ho will serve as the primary drafter and negotiator on the following key transaction documents:

• Both Purchase and Sale Agreements (Stonebridge Parcel and Meridian Parcel);

• EPC Agreement with Titan-McAllister Construction Group, LLC;

• Large Load Service Agreement with Vantage Power Cooperative;

• Construction Loan Agreement and related loan documents with the Summit National Bank syndicate;

• Equity Contribution Agreement and related sponsor-level documents;

• Entity formation documents, including the Operating Agreement for Stonebridge Campus Holdings LLC;

• Easement agreements (cross-access, utility, stormwater, and substation);

• Legal opinion letter to the lender syndicate; and

• Change of control coordination memoranda across the loan, EPC, and LLSA.

Ms. Ho will also serve as the firm's primary liaison with local zoning counsel, Ashcroft & Wynn, P.C. (Thomas Ashcroft, lead attorney), and with the land use consultant, Cornerstone Land Use Consulting, LLC (Alan Mercer, principal), in connection with the ZMOD application and entitlement workstream. She will be responsible for managing document flow, maintaining the master transaction timeline, and coordinating with counterparty counsel on scheduling and document exchange. Ms. Ho's estimated involvement is approximately 40–45% of total associate hours dedicated to the matter.

Grace Nakamura — Working Associate, Real Estate. Ms. Nakamura will support Ms. Ho across all workstreams and will take primary responsibility for the following matters:

• Title review and preparation of title objection letters for both parcels, working with Fidelitas Title & Escrow, Inc. as title agent and Sovereign Title Insurance Company as the title insurance underwriter;

• Review of ALTA/NSPS surveys for both parcels, to be prepared by Lumen Ridge Engineering, PLLC (Carlos Esteban, PE, lead surveyor);

• Coordination of environmental due diligence, including oversight of Phase I and Phase II Environmental Site Assessments to be performed by Pendleton Environmental Associates, Inc. (Dr. Renata Volkov, principal scientist);

• Insurance program analysis and coordination with Northgate Insurance Brokerage, LLC (William Keane, account executive), including preparation of the insurance program overview memorandum;

• Review of performance and payment bonds to be issued by Great Basin Surety & Insurance Corp.;

• Support for the ZMOD application, including drafting of supporting documentation and review of submission materials;

• Management of the master closing checklist for both land closings and the construction loan closing; and

• Maintenance of the post-closing obligations tracker and preparation of the post-closing tickler memorandum.

Ms. Nakamura is a third-year associate with growing experience in real estate transactional work and a strong aptitude for the detailed diligence and organizational demands of large-scale development matters. Her estimated involvement is approximately 55–60% of total associate hours dedicated to the matter.

C. Anticipated Additional Support

It is anticipated that the core team described above will be sufficient to manage the workload through most phases of the engagement. However, we note that if workstream demands intensify — particularly during the period of simultaneous land closing preparation and construction loan closing preparation in September and October 2025 — it may be necessary to bring in one additional mid-level associate from the firm's Real Estate group to provide supplementary drafting and diligence support. Any such addition would be discussed with the Responsible Partner and the client in advance, and the budget implications would be communicated promptly.

Paralegal Support. One dedicated real estate paralegal will be assigned to the matter for the duration of the active engagement period. The paralegal's responsibilities will include document management and version control, closing binder assembly and organization, recording coordination with the Loudoun County Circuit Court Clerk's Office, entity formation filings with the Virginia State Corporation Commission, UCC filing coordination (both initial filings and continuation filings), and general administrative support for the transaction team. We estimate that the paralegal will contribute approximately 250–350 hours over the life of the matter, with peak demand in the August–November 2025 period surrounding the closings.

III. Workstream Assignments and Descriptions

The following section describes each identified workstream in detail, including the assigned team members, scope of work, key parties and contacts, anticipated timeline, and estimated hours. The workstreams are presented in approximate order of commencement, though it should be noted that many of these workstreams will proceed in parallel throughout the active engagement period.

Workstream 1: Entity Formation and Organizational Documents

Lead: Cynthia Ho Support: Grace Nakamura; Paralegal Partner Oversight: Angela Fontaine

Scope of Work. This workstream encompasses the formation of Stonebridge Campus Holdings LLC (the "Borrower") as a Virginia limited liability company and single-purpose entity wholly owned by IHDC. The Borrower will serve as the acquiring entity for both the Stonebridge Parcel and the Meridian Parcel, as the borrower under the construction loan facility, and as the contracting party under the EPC Agreement and the LLSA. The principal deliverables under this workstream include the following:

(a) Preparation and filing of Articles of Organization with the Virginia State Corporation Commission, including selection and registration of the entity name, designation of the registered agent, and payment of applicable filing fees;

(b) Drafting of a comprehensive Operating Agreement for the Borrower, incorporating single-purpose entity covenants and separateness provisions as required by the construction lender syndicate (Summit National Bank, N.A., Cascade Commercial Lending Corp., and Harborview Trust Company), including restrictions on the Borrower's ability to incur additional indebtedness, engage in business activities beyond the Project, commingle assets, or undergo a change of control without lender consent;

(c) Preparation of a Secretary's Certificate for IHDC certifying the authority of Marcus Thorne (CEO) and Priya Dasgupta (CFO) to bind IHDC in connection with the Project, including certified copies of IHDC's organizational documents and incumbency;

(d) Preparation of a Member Consent Resolution of IHDC, as sole member of the Borrower, authorizing the full $600,000,000 Project, including authorization of the land acquisitions, the entry into the EPC Agreement and LLSA, the incurrence of construction financing indebtedness, and the execution and delivery of all related transaction documents; and

(e) Coordination with IHDC's internal counsel regarding any required approvals at the RCP Digital Holdings LLC level (intermediate holding company, 92% interest in IHDC) or the Ironhaven Management Incentive Pool LLC level (8% management interest in IHDC).

Key Parties. IHDC (client); RCP Digital Holdings LLC (intermediate holdco); Ironhaven Management Incentive Pool LLC (management interest holder); Ridgeline Capital Partners Fund IV, LP (ultimate sponsor, through Ridgeline Capital Management LLC).

Timeline. March–April 2025. The entity formation must be completed in advance of the land acquisition closings and, ideally, before execution of the Purchase and Sale Agreements so that the assignment from IHDC to the Borrower can be contemplated from the outset. Target completion of formation filings and organizational documents is April 15, 2025.

Estimated Hours. 60–80 hours (associate and paralegal combined).

Workstream 2: Land Acquisition — Stonebridge Parcel

Lead: Cynthia Ho Support: Grace Nakamura Partner Oversight: Angela Fontaine

Scope of Work. This workstream encompasses the negotiation, execution, and closing of the Purchase and Sale Agreement ("PSA") for the Stonebridge Parcel with Blackthorn Realty Group, Inc. ("Seller"). The Stonebridge Parcel consists of approximately 62.0 acres of vacant land and constitutes the principal building area for the data center campus. Key details of the transaction and deliverables are as follows:

Seller: Blackthorn Realty Group, Inc. President: Donald R. Whitaker. General Counsel: Patricia Whitaker-Connolly. Seller's outside counsel: Whitfield, Poole & Stratton LLP (Harrison Poole, lead attorney).

Purchase Price: $58,500,000 ($943,548 per acre).

Earnest Money: $2,925,000 (5% of purchase price), to be deposited in two tranches: $1,462,500 at execution and $1,462,500 at the expiration of the due diligence period. Escrow to be held by Fidelitas Title & Escrow, Inc.

Due Diligence Period: 90 days from execution. Assuming an execution date of April 15, 2025, the due diligence period expires on July 14, 2025.

Closing Target: September 15, 2025.

The specific deliverables under this workstream include:

(a) Drafting and negotiation of the PSA, including representations and warranties, closing conditions, casualty and condemnation provisions, default and remedies, and assignment provisions permitting assignment from IHDC to Stonebridge Campus Holdings LLC;

(b) Preparation of a first amendment to the PSA providing for a contingency extension of the due diligence period (in the event environmental or title issues require additional investigation);

(c) Negotiation and execution of an escrow agreement with Fidelitas Title & Escrow, Inc. governing the deposit, investment, and disbursement of earnest money;

(d) Title review and analysis of the title commitment to be issued by Fidelitas Title & Escrow, Inc. as agent for Sovereign Title Insurance Company (commitment effective date anticipated April 3, 2025; owner's policy amount $58,500,000), including identification and analysis of all Schedule B-II exceptions, preparation of a title objection letter, and negotiation of curative measures with Seller and Seller's counsel;

(e) Survey review of the ALTA/NSPS survey to be prepared by Lumen Ridge Engineering, PLLC (Carlos Esteban, PE), with target delivery date of June 15, 2025, including analysis of boundary, easement, encroachment, and setback issues;

(f) Coordination of environmental due diligence, including the Phase I Environmental Site Assessment (target delivery June 1, 2025) and Phase II Environmental Site Assessment (target delivery July 1, 2025), both to be prepared by Pendleton Environmental Associates, Inc. (Dr. Renata Volkov, principal scientist). A known environmental concern has been identified with respect to the Stonebridge Parcel: the property was historically used for agricultural purposes, and there is a potential for residual pesticide contamination in the northwest quadrant of the property, affecting approximately 4.2 acres. The Phase II ESA will include soil and groundwater sampling in this area to characterize the nature and extent of any contamination and inform the risk assessment;

(g) Preparation and negotiation of an assignment and assumption agreement to transfer IHDC's rights and obligations under the PSA to Stonebridge Campus Holdings LLC prior to or at closing;

(h) Drafting of the special warranty deed to be delivered by Seller at closing;

(i) Preparation of the settlement statement and master closing checklist for the Stonebridge Parcel closing; and

(j) Coordination with Fidelitas Title & Escrow, Inc. regarding the issuance of the owner's title insurance policy at closing.

Timeline. March–September 2025, with the most intensive activity occurring during the due diligence period (April–July 2025) and the pre-closing period (August–September 2025).

Estimated Hours. 200–260 hours.

Workstream 3: Land Acquisition — Meridian Parcel

Lead: Cynthia Ho Support: Grace Nakamura Partner Oversight: Angela Fontaine

Scope of Work. This workstream encompasses the negotiation, execution, and closing of the Purchase and Sale Agreement for the Meridian Parcel with Meridian Acres LLC ("Seller"). The Meridian Parcel is a critical component of the campus plan, as it is needed for utility routing, the dedicated 230kV/34.5kV substation easement (in favor of Vantage Power Cooperative), and additional building pads for future expansion. Key details of the transaction and deliverables are as follows:

Seller: Meridian Acres LLC. Managing Member: Theodore Ashford. Seller's outside counsel: Dunleavy & Marsh, PLLC (Fiona Dunleavy, lead attorney).

Purchase Price: $19,400,000 ($1,000,000 per acre).

Earnest Money: $970,000 (5% of purchase price), to be deposited in a single tranche at execution. Escrow to be held by Fidelitas Title & Escrow, Inc.

Due Diligence Period: 75 days from execution. Assuming an execution date of April 22, 2025, the due diligence period expires on July 7, 2025.

Closing Target: September 15, 2025 (concurrent with Stonebridge Parcel closing).

The specific deliverables under this workstream include:

(a) Drafting and negotiation of the PSA, including provisions addressing the critical role of the Meridian Parcel in the broader campus development and the utility routing requirements;

(b) Negotiation and execution of the escrow agreement with Fidelitas Title & Escrow, Inc.;

(c) Title review and analysis of the title commitment to be issued by Fidelitas (commitment effective date anticipated April 10, 2025; owner's policy amount $19,400,000), preparation of the title objection letter, and negotiation of curative measures;

(d) Survey review of the ALTA/NSPS survey for the Meridian Parcel;

(e) Coordination of environmental due diligence, specifically the Phase I ESA (target delivery June 1, 2025). Based on preliminary information, the Meridian Parcel does not present the same level of environmental concern as the Stonebridge Parcel, and a Phase II ESA is not anticipated unless the Phase I identifies recognized environmental conditions warranting further investigation;

(f) Drafting of the special warranty deed to be delivered by Seller at closing;

(g) Preparation of the settlement statement and closing checklist for the Meridian Parcel closing; and

(h) Assignment and assumption of the PSA from IHDC to Stonebridge Campus Holdings LLC, consistent with the approach taken for the Stonebridge Parcel.

Key Consideration. The Meridian Parcel is essential not only for campus expansion but for the substation easement that will be granted to Vantage Power Cooperative under the LLSA and Line Extension Funding Agreement (addressed in Workstream 6). The timing of the Meridian Parcel closing must be coordinated with the LLSA execution and the construction financing closing, as the lender syndicate will require evidence of the Borrower's ownership of the Meridian Parcel and the ability to grant the substation easement as a condition to the construction loan closing.

Timeline. March–September 2025, running largely in parallel with Workstream 2.

Estimated Hours. 140–180 hours.

Workstream 4: Entitlements and Land Use (ZMOD)

Lead: Cynthia Ho Support: Grace Nakamura External Counsel: Thomas Ashcroft (Ashcroft & Wynn, P.C., local zoning counsel) External Consultant: Alan Mercer (Cornerstone Land Use Consulting, LLC) Partner Oversight: Douglas Fairchild

Scope of Work. This workstream encompasses the preparation, filing, and prosecution of the Loudoun County Zoning Modification Application ("ZMOD") necessary to authorize data center use on the assembled campus under the existing PD-IP (Planned Development — Industrial Park) zoning designation. While the PD-IP designation permits a range of industrial and commercial uses, data center development at the scale contemplated by the Project requires a ZMOD to address density, height, setback, landscaping, and noise considerations specific to data center operations.

The principal deliverables and activities under this workstream include:

(a) Attendance at and coordination of the pre-application conference with the Loudoun County Department of Planning and Zoning to establish the scope of the application, identify any preliminary concerns or requirements, and confirm the anticipated review timeline;

(b) Drafting of the ZMOD application narrative and statement of justification, articulating the Project's consistency with the Loudoun County Comprehensive Plan, its economic development benefits (including tax revenue generation and job creation), and its compatibility with surrounding land uses;

(c) Drafting and negotiation of the proffer statement. Based on preliminary analysis of comparable data center ZMOD applications in Loudoun County, we estimate that the proffers will total approximately $2,400,000, calculated at $5.00 per square foot of gross floor area for the 480,000 square-foot campus. The proffer statement will address capital facility contributions, transportation improvements, environmental commitments, and community amenity contributions. Proffer negotiation strategy will be developed in close coordination with Ashcroft & Wynn and Cornerstone Land Use Consulting;

(d) ZMOD filing, targeted for May 30, 2025, with an expected docket number of ZMOD-2025-0038;

(e) Coordination with Ashcroft & Wynn and Cornerstone on community engagement, staff referral review, Planning Commission review, and Board of Supervisors hearing preparation;

(f) Anticipated Board of Supervisors hearing and approval in October 2025; and

(g) Analysis of the relationship between the conditional zoning approval timeline and the land closing and financing timelines. Specifically, the land closings are targeted for September 15, 2025, and the construction loan closing is targeted for October 15, 2025. If the ZMOD approval is delayed beyond October 2025, it could impact the ability to satisfy conditions precedent under the construction loan agreement. We will prepare a risk mitigation memorandum addressing alternative structures (such as a closing condition waiver, a post-closing ZMOD approval covenant, or a PSA closing extension) to manage this interdependency.

Note on Fee Treatment. The firm's hours on this workstream will be limited to oversight, coordination, and strategic advisory functions. The substantive entitlement work, including preparation of zoning exhibits, traffic impact analyses, and community outreach, will be performed by Ashcroft & Wynn, P.C. and Cornerstone Land Use Consulting, LLC, whose fees will be billed separately and passed through as disbursements (Ashcroft & Wynn) or billed directly to the client (Cornerstone).

Timeline. March–October 2025, with peak activity in May–June 2025 (application preparation and filing) and September–October 2025 (hearing preparation and attendance).

Estimated Hours. 80–120 hours (Calderwood & Harkness hours only; Ashcroft & Wynn and Cornerstone hours are billed separately).

Workstream 5: EPC Contract

Lead: Cynthia Ho Partner Oversight: Douglas Fairchild

Scope of Work. This workstream encompasses the negotiation, drafting, and execution of the EPC Agreement with Titan-McAllister Construction Group, LLC ("TMCG") for the design and construction of the Stonebridge Data Center Campus. The EPC Agreement is the single largest contract by dollar value in the Project and will require extensive negotiation of technical, commercial, and legal provisions. The key parameters and deliverables are as follows:

Contractor: Titan-McAllister Construction Group, LLC. President: Raymond Okafor. Senior Vice President, Data Center Programs: Michelle Tran.

GMP: $412,000,000.

Scope of Work (EPC): Four data center buildings (designated Buildings A through D), each approximately 120,000 square feet of shell space / 24 MW of critical IT capacity, together with a central utility plant, site civil work (including grading, paving, stormwater management, and utilities infrastructure), and a structured parking facility. Total campus scope: 480,000 square feet, 96 MW critical IT capacity. The implied cost metrics are approximately $858.33 per square foot and approximately $4,291,667 per MW of critical capacity.

Construction Duration: 24 months from NTP (November 1, 2025).

Substantial Completion Targets: Building A — August 1, 2027; Buildings B, C, and D — November 1, 2027.

The key negotiation issues and deliverables include:

(a) Liquidated Damages. Negotiation of delay liquidated damages at a rate of $125,000 per day per building, with a per-building cap of $10,300,000 (representing approximately 10% of the per-building GMP of $103,000,000). The liquidated damages structure must be carefully calibrated to balance the owner's need for meaningful schedule protection against TMCG's exposure limits, and must be coordinated with the lender's requirements under the construction loan agreement;

(b) Retainage. Negotiation of retainage at 10% of each progress payment until 50% completion is achieved, reducing to 5% thereafter. Release of retainage upon substantial completion of each building, subject to punch list holdback;

(c) Change Order Procedures. Establishment of a rigorous change order process, including required documentation, cost and schedule impact analysis, and owner approval thresholds. Delineation of owner-directed changes, contractor-requested changes, and force majeure/unforeseen condition changes;

(d) Change of Control Provisions. Negotiation of reciprocal change of control provisions: TMCG to have a consent right (not to be unreasonably withheld) in the event of an owner-level change of control, and the owner to have a termination right (with or without cause) in the event of a change of control at TMCG. These provisions must be coordinated with the analogous change of control provisions in the construction loan agreement and the LLSA;

(e) Insurance Requirements. Negotiation of the contractor's insurance obligations, to be detailed in Exhibit D to the EPC Agreement, including minimum coverage levels for commercial general liability ($150,000,000 per occurrence), workers' compensation, auto liability, professional liability, and pollution liability. Coordination of the insurance requirements matrix with the construction loan agreement's insurance provisions;

(f) Exhibits. Preparation of Exhibit A (Scope of Work), Exhibit B (GMP Schedule/Schedule of Values), Exhibit C (Construction Schedule/Critical Path), and Exhibit D (Insurance Requirements);

(g) Form of NTP. Drafting of the Notice to Proceed, to be issued upon satisfaction of all NTP conditions (land closing, loan closing, ZMOD approval, executed LLSA, delivery of bonds);

(h) Performance and Payment Bonds. Review of performance and payment bonds in the amount of $412,000,000 each, to be issued by Great Basin Surety & Insurance Corp. as surety for the benefit of the owner. Confirmation that bond forms comply with the requirements of the construction loan agreement and Virginia law;

(i) Owner's Representative. Coordination with Kestrel Infrastructure Advisors, LLC (Diane Prescott, principal), who will serve as the owner's representative during construction. Delineation of the owner's representative's authority and responsibilities in the EPC Agreement; and

(j) Lender Provisions. Inclusion of customary lender protection provisions, including a consent to assignment to the construction lenders, lender notice and cure rights, and a contractor estoppel certificate.

Timeline. June–October 2025. Initial drafting is anticipated to commence in June 2025, with the negotiation phase extending through August–September 2025. Execution is targeted for October 2025, concurrent with or immediately prior to the construction loan closing, as the executed EPC Agreement is expected to be a condition precedent to the loan closing.

Estimated Hours. 250–320 hours.

Workstream 6: Power / Utility Agreements

Lead: Cynthia Ho Support: Grace Nakamura Partner Oversight: Douglas Fairchild

Scope of Work. This workstream encompasses the negotiation and execution of the utility agreements necessary to secure electric power service for the campus. Power procurement is a critical-path item for data center development, and the availability, reliability, and pricing of power service are among the most significant determinants of the Project's long-term economic viability. The principal deliverables are as follows:

(a) Large Load Service Agreement (LLSA). Negotiation and execution of the LLSA with Vantage Power Cooperative ("VPC"), under VPC Service Application No. LSA-2025-0091. Key terms include:

• Contracted Demand: 120 MVA (sufficient to support 96 MW of critical IT load plus mechanical, electrical, and site overhead);

• Term: 10 years from substation energization (target energization date: June 1, 2027);

• Demand Charge: $8.42 per kW per month for years 1 through 5, with annual escalation of 2.5% commencing in year 6;

• Energy Charge: Pass-through of PJM Interconnection day-ahead locational marginal pricing (LMP);

• Estimated Annual Demand Charges at Full Load (120 MVA): $12,124,800;

• Early termination provisions, ramp-up schedule, and demand reduction flexibility;

• Change of control provisions (coordination with EPC and construction loan change of control triggers); and

• Assignment provisions permitting collateral assignment to the construction lender syndicate.

(b) Line Extension Funding Agreement ("LEFA"). Negotiation of the LEFA pursuant to which IHDC (or the Borrower) will fund $18,500,000 toward the construction of a dedicated 230kV/34.5kV substation to be located on the Meridian Parcel. The substation will be owned by VPC upon completion of construction. Key issues include draw scheduling, change order procedures for the substation construction, post-construction ownership transfer mechanics, and the interrelationship between the LEFA funding obligations and the construction loan draw schedule;

(c) Substation Easement Agreement. Drafting and negotiation of a perpetual easement on the Meridian Parcel in favor of VPC for the siting, construction, operation, and maintenance of the dedicated substation. The easement will be recorded in the land records of Loudoun County and will be an encumbrance on the Meridian Parcel, which will need to be addressed in the construction lender's title policy and the deed of trust; and

(d) Backup Power Strategy Memorandum. Preparation of an internal advisory memorandum analyzing the backup power strategy for the campus, including the 2N diesel generator configuration for each building (included in the EPC GMP scope), fuel storage requirements, permitting implications (air quality and Loudoun County noise ordinance compliance), and the contractual interface between the backup power systems and the LLSA.

Timeline. April–October 2025, with LLSA negotiations anticipated to intensify in July–September 2025.

Estimated Hours. 120–160 hours.

Workstream 7: Construction Financing

Lead: Douglas Fairchild (Partner) Associate Lead: Cynthia Ho Support: Grace Nakamura Partner Oversight: Douglas Fairchild (direct)

Scope of Work. This is the most complex and highest-intensity workstream in the engagement. It encompasses the negotiation and closing of a $390,000,000 senior secured construction loan facility. The loan will be the primary source of debt capital for the Project and will require extensive documentation, diligence, and coordination with all other workstreams. Key parameters and deliverables are as follows:

Lender Syndicate:

• Administrative Agent: Summit National Bank, N.A. Contact: Karen Ellsworth, Managing Director. Commitment: $180,000,000 (46.15% of total facility). Summit Loan Commitment Reference: CL-2025-VA-04418.

• Syndicate Member: Cascade Commercial Lending Corp. Contact: David Rennick. Commitment: $130,000,000 (33.33% of total facility).

• Syndicate Member: Harborview Trust Company. Contact: Susan Applegategate. Commitment: $80,000,000 (20.51% of total facility).

Lender's Counsel: Redmond & Calloway LLP (Victor Redmond, lead partner).

Borrower: Stonebridge Campus Holdings LLC.

Guarantor: Ironhaven Data Centers LLC (completion guaranty and carry guaranty).

Key Loan Terms:

• Interest Rate: SOFR + 285 basis points, with a 0.50% SOFR floor;

• Unused Commitment Fee: 0.50% per annum on undrawn commitments;

• Arrangement Fee: 1.00% ($3,900,000), payable at closing;

• Draw Period: 36 months from closing;

• Maturity: 48 months from closing, with one 12-month extension option (subject to satisfaction of extension conditions including achievement of specified lease-up milestones and DSCR testing);

• LTC Ratio: ≤ 65%;

• DSCR at Stabilization: ≥ 1.25x;

• Minimum Equity: $52,500,000 (representing 25% of the total equity commitment of $210,000,000) must be contributed and expended before the first draw under the construction loan;

• Change of Control: Mandatory prepayment triggered if Ridgeline Capital Partners Fund IV, LP ceases to hold, directly or indirectly, at least 51% of the equity interests in the Borrower.

Collateral Package:

• First-priority deed of trust on both the Stonebridge Parcel and the Meridian Parcel (81.4 acres combined);

• Assignment of leases and rents (including all future data center leases);

• Pledge of 100% of the membership interests in the Borrower;

• Assignment of the EPC Agreement, architect agreements, and permits and approvals;

• Assignment of the LLSA; and

• All personal property and fixtures located on the property.

The full document suite for the construction loan closing includes the following:

(a) Construction Loan Agreement (including representations, covenants, conditions precedent, events of default, and remedies); (b) Promissory Note in the principal amount of $390,000,000; (c) Deed of Trust, Assignment of Leases and Rents, Security Agreement, and Fixture Filing (Virginia form, to be recorded in Loudoun County); (d) Environmental Indemnity Agreement; (e) Completion Guaranty (IHDC as guarantor); (f) Carry/Payment Guaranty (IHDC as guarantor); (g) Pledge Agreement (pledge of Borrower membership interests); (h) Assignment of Contracts, Permits, and Approvals; (i) Borrower's Closing Certificate; (j) Legal Opinion Letter of Calderwood & Harkness LLP to the lender syndicate (covering due authorization, enforceability, no conflicts, and such other matters as the lenders may reasonably require); and (k) Change of Control Coordination Memorandum — an internal work product analyzing the interplay of change of control provisions across the construction loan agreement, the EPC Agreement, and the LLSA to ensure consistency and to identify any gaps or conflicts that could create unintended consequences.

Key Milestones:

• Term sheet analysis: commencing July 2025;

• Commitment letter target: August 1, 2025;

• Loan document negotiation: August–October 2025;

• Loan closing target: October 15, 2025.

Timeline. May–October 2025 (with preliminary discussions and information gathering commencing in May, term sheet analysis in July, and intensive document negotiation and closing preparation in August–October 2025).

Estimated Hours. 350–450 hours.

Workstream 8: Equity / Sponsor Documents

Lead: Cynthia Ho Partner Oversight: Douglas Fairchild

Scope of Work. This workstream encompasses the preparation of the equity-side documentation necessary to formalize the capital commitment from the Project's sponsor and to satisfy the equity-related conditions precedent under the construction loan agreement. The principal deliverables include:

MEMORANDUM
PRIVILEGED AND CONFIDENTIAL — ATTORNEY WORK PRODUCT
TO: Douglas Fairchild, Responsible Partner, Real Estate
FROM: Angela Fontaine, Billing Partner, Real Estate
DATE: March 14, 2025
RE: Staffing Plan and Budget Estimate — Ironhaven Data Centers LLC / Stonebridge Data Center Campus Development
MATTER NO.: 1043-00002
CLIENT: Ironhaven Data Centers LLC
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I. Executive Summary
The purpose of this memorandum is to outline the projected staffing, workstream assignments, timeline, and estimated legal fees and disbursements for the full scope of Calderwood & Harkness LLP's representation of Ironhaven Data Centers LLC ("IHDC") in connection with the approximately $600,000,000 Stonebridge Data Center Campus ground-up development located in Loudoun County, Virginia (the "Project"). This memorandum is intended for internal planning purposes and, at the Responsible Partner's discretion, for informational distribution to the client to promote transparency around budgeting expectations and staffing commitments.
The matter was opened on March 12, 2025, and the engagement letter was executed on the same date. The engagement contemplates a comprehensive representation encompassing each of the principal transactional components necessary to bring the Project from initial land assemblage through construction commencement.
Specifically, the firm's scope of representation encompasses the following:
• Land Assemblage. Acquisition of two contiguous parcels totaling approximately 81.4 acres for an aggregate purchase price of $77,900,000, from two separate sellers: Blackthorn Realty Group, Inc. (the "Stonebridge Parcel," approximately 62.0 acres, $58,500,000) and Meridian Acres LLC (the "Meridian Parcel," approximately 19.4 acres, $19,400,000).
• Entitlements. Preparation and prosecution of a Zoning Modification Application ("ZMOD") before the Loudoun County Board of Supervisors for data center use under the existing PD-IP zoning designation, together with the negotiation of a proffer statement.
• EPC Contract. Negotiation and execution of a guaranteed maximum price ("GMP") Engineering, Procurement, and Construction ("EPC") contract with Titan-McAllister Construction Group, LLC ("TMCG") for the design and construction of the four-building campus totaling 480,000 square feet and 96 MW of critical IT capacity, at a GMP of $412,000,000.
• Power Procurement. Negotiation and execution of a Large Load Service Agreement ("LLSA") with Vantage Power Cooperative for 120 MVA of contracted demand on a ten-year term, together with an associated Line Extension Funding Agreement and Substation Easement Agreement.
• Construction Financing. Negotiation and closing of a $390,000,000 senior secured construction loan facility led by Summit National Bank, N.A. as Administrative Agent, with a syndicate including Cascade Commercial Lending Corp. and Harborview Trust Company.
• Entity Formation. Formation of Stonebridge Campus Holdings LLC as the single-purpose Virginia borrower entity, including preparation of all organizational documents and separateness covenants required by the construction lenders.
• Tax Advisory. Analysis of the Virginia data center sales and use tax exemption, entity structure and tax election recommendations, cost segregation study coordination, and Loudoun County equipment tax assessment analysis.
• Easements. Drafting and negotiation of cross-access, utility, stormwater, and substation easements required for unified campus operations and utility service.
• Insurance Program Coordination. Review and analysis of the builder's risk, OCIP, D&O, and post-COO property insurance programs, and coordination of insurance compliance across the EPC contract and construction loan agreement.
• Closings. Coordination and management of all closings, including land acquisition closings (both parcels) and the construction loan closing, together with post-closing compliance, recording, and reporting obligations.
• Equity and Sponsor Documents. Drafting of the Equity Contribution Agreement and related sponsor-level documentation for the capital commitment from Ridgeline Capital Partners Fund IV, LP.
The estimated project timeline contemplates active engagement commencing in March 2025 and continuing through the dual land acquisition closings (targeted for September 15, 2025), the construction loan closing (targeted for October 15, 2025), and the issuance of a Notice to Proceed ("NTP") under the EPC contract (targeted for November 1, 2025). The firm anticipates a reduced level of post-closing support through stabilization, projected for Q2 2028, encompassing lender compliance reporting, construction draw review assistance, and periodic advisory work as needed. The peak staffing period is anticipated to occur between May and October 2025, during which multiple workstreams will run in parallel and the team will be managing simultaneous negotiations with sellers, the EPC contractor, the utility cooperative, the lender syndicate, and local governmental authorities.
This memorandum sets forth the proposed engagement team, describes each workstream in detail, provides a staffing allocation table, estimates fees and disbursements on a workstream-by-workstream basis, and identifies key assumptions and caveats underlying the budget. A summary of recommended next steps is included at the conclusion.
II. Engagement Team — Core Staffing
The proposed engagement team has been assembled to provide the depth and breadth of experience required by a matter of this scale and complexity. The team is designed to deliver efficient, senior-level attention to each workstream while maintaining the continuity of personnel that facilitates seamless coordination across the multiple interdependent transaction components. The following describes the roles, responsibilities, and estimated involvement of each proposed team member.
A. Partners. Douglas Fairchild — Responsible Partner, Real Estate. Mr. Fairchild will serve as the Responsible Partner for the matter and will exercise overall supervision of all workstreams. He will be the primary senior relationship contact with IHDC's leadership team, including Marcus Thorne (Chief Executive Officer), Priya Dasgupta (Chief Financial Officer), Leonard Castellano (Executive Vice President, Development), and Julian Hargrove (Managing Partner, Ridgeline Capital Management LLC, IHDC's sponsor). Mr. Fairchild will take the lead on the construction financing negotiations with Summit National Bank, N.A., working directly with Karen Ellsworth (Managing Director, Summit) and with Victor Redmond, lead partner at Redmond & Calloway LLP, who serves as counsel to the lender syndicate. In addition, Mr. Fairchild will provide strategic oversight and senior-level review of all major transaction documents, including the EPC Agreement, the LLSA, the Purchase and Sale Agreements, and the Equity Contribution Agreement. He will also be responsible for managing escalated negotiation issues across workstreams and for ensuring that the firm's work product meets the high standard that IHDC and its sponsor expect. Mr. Fairchild's estimated involvement is approximately 15–20% of total partner hours dedicated to the matter.
Angela Fontaine — Billing Partner, Real Estate. Ms. Fontaine will serve as the Billing Partner for the matter and will be responsible for budget management, monthly billing and collections, staffing coordination, and periodic client reporting on fees and disbursements. In addition to her administrative role, Ms. Fontaine will provide periodic substantive involvement in the land acquisition and EPC workstreams, drawing on her significant experience in data center development transactions in the Northern Virginia market. She will monitor the budget-to-actual status of each workstream on a monthly basis and will prepare summary reports for distribution to the client. Ms. Fontaine's estimated involvement is approximately 5–10% of total partner hours dedicated to the matter.
Sylvia Hartwell — Specialist Partner, Tax. Ms. Hartwell will lead all tax-related workstreams for the matter. Her responsibilities include: (i) analysis of the Virginia data center sales and use tax exemption under Virginia Code § 58.1-609.3(18), including the determination of whether the Project meets the minimum capital investment threshold of $150,000,000 over five years and the minimum new job creation requirement of 50 positions; (ii) entity structure and tax election recommendations for Stonebridge Campus Holdings LLC, including analysis of pass-through treatment, Virginia state income tax implications, and coordination with the Ridgeline fund structure through RCP Digital Holdings LLC, the intermediate holding company that holds a 92% interest in IHDC; (iii) coordination of the cost segregation study to be performed by Fielding & Associates, CPAs (Robert Fielding, CPA), including defining the scope and timing of the study and reviewing its conclusions; and (iv) analysis of Loudoun County personal property tax on data center equipment, assessed at $1.25 per $100 of assessed value. Ms. Hartwell's estimated involvement is approximately 8–12% of total partner hours dedicated to the matter.
B. Associates. Cynthia Ho — Lead Associate, Real Estate. Ms. Ho will serve as the day-to-day lead associate on all transactional workstreams. She is a fifth-year associate with substantial experience in complex commercial real estate transactions, including data center development and financing matters. Ms. Ho will serve as the primary drafter and negotiator on the following key transaction documents:
• Both Purchase and Sale Agreements (Stonebridge Parcel and Meridian Parcel);
• EPC Agreement with Titan-McAllister Construction Group, LLC;
• Large Load Service Agreement with Vantage Power Cooperative;
• Construction Loan Agreement and related loan documents with the Summit National Bank syndicate;
• Equity Contribution Agreement and related sponsor-level documents;
• Entity formation documents, including the Operating Agreement for Stonebridge Campus Holdings LLC;
• Easement agreements (cross-access, utility, stormwater, and substation);
• Legal opinion letter to the lender syndicate; and
• Change of control coordination memoranda across the loan, EPC, and LLSA.
Ms. Ho will also serve as the firm's primary liaison with local zoning counsel, Ashcroft & Wynn, P.C. (Thomas Ashcroft, lead attorney), and with the land use consultant, Cornerstone Land Use Consulting, LLC (Alan Mercer, principal), in connection with the ZMOD application and entitlement workstream. She will be responsible for managing document flow, maintaining the master transaction timeline, and coordinating with counterparty counsel on scheduling and document exchange. Ms. Ho's estimated involvement is approximately 40–45% of total associate hours dedicated to the matter.
Grace Nakamura — Working Associate, Real Estate. Ms. Nakamura will support Ms. Ho across all workstreams and will take primary responsibility for the following matters:
• Title review and preparation of title objection letters for both parcels, working with Fidelitas Title & Escrow, Inc. as title agent and Sovereign Title Insurance Company as the title insurance underwriter;
• Review of ALTA/NSPS surveys for both parcels, to be prepared by Lumen Ridge Engineering, PLLC (Carlos Esteban, PE, lead surveyor);
• Coordination of environmental due diligence, including oversight of Phase I and Phase II Environmental Site Assessments to be performed by Pendleton Environmental Associates, Inc. (Dr. Renata Volkov, principal scientist);
• Insurance program analysis and coordination with Northgate Insurance Brokerage, LLC (William Keane, account executive), including preparation of the insurance program overview memorandum;
• Review of performance and payment bonds to be issued by Great Basin Surety & Insurance Corp.;
• Support for the ZMOD application, including drafting of supporting documentation and review of submission materials;
• Management of the master closing checklist for both land closings and the construction loan closing; and
• Maintenance of the post-closing obligations tracker and preparation of the post-closing tickler memorandum.
Ms. Nakamura is a third-year associate with growing experience in real estate transactional work and a strong aptitude for the detailed diligence and organizational demands of large-scale development matters. Her estimated involvement is approximately 55–60% of total associate hours dedicated to the matter.
C. Anticipated Additional Support
It is anticipated that the core team described above will be sufficient to manage the workload through most phases of the engagement. However, we note that if workstream demands intensify — particularly during the period of simultaneous land closing preparation and construction loan closing preparation in September and October 2025 — it may be necessary to bring in one additional mid-level associate from the firm's Real Estate group to provide supplementary drafting and diligence support. Any such addition would be discussed with the Responsible Partner and the client in advance, and the budget implications would be communicated promptly.
Paralegal Support. One dedicated real estate paralegal will be assigned to the matter for the duration of the active engagement period. The paralegal's responsibilities will include document management and version control, closing binder assembly and organization, recording coordination with the Loudoun County Circuit Court Clerk's Office, entity formation filings with the Virginia State Corporation Commission, UCC filing coordination (both initial filings and continuation filings), and general administrative support for the transaction team. We estimate that the paralegal will contribute approximately 250–350 hours over the life of the matter, with peak demand in the August–November 2025 period surrounding the closings.
III. Workstream Assignments and Descriptions
The following section describes each identified workstream in detail, including the assigned team members, scope of work, key parties and contacts, anticipated timeline, and estimated hours. The workstreams are presented in approximate order of commencement, though it should be noted that many of these workstreams will proceed in parallel throughout the active engagement period.
Workstream 1: Entity Formation and Organizational Documents
Lead: Cynthia Ho Support: Grace Nakamura; Paralegal Partner Oversight: Angela Fontaine
Scope of Work. This workstream encompasses the formation of Stonebridge Campus Holdings LLC (the "Borrower") as a Virginia limited liability company and single-purpose entity wholly owned by IHDC. The Borrower will serve as the acquiring entity for both the Stonebridge Parcel and the Meridian Parcel, as the borrower under the construction loan facility, and as the contracting party under the EPC Agreement and the LLSA. The principal deliverables under this workstream include the following:
(a) Preparation and filing of Articles of Organization with the Virginia State Corporation Commission, including selection and registration of the entity name, designation of the registered agent, and payment of applicable filing fees;
(b) Drafting of a comprehensive Operating Agreement for the Borrower, incorporating single-purpose entity covenants and separateness provisions as required by the construction lender syndicate (Summit National Bank, N.A., Cascade Commercial Lending Corp., and Harborview Trust Company), including restrictions on the Borrower's ability to incur additional indebtedness, engage in business activities beyond the Project, commingle assets, or undergo a change of control without lender consent;
(c) Preparation of a Secretary's Certificate for IHDC certifying the authority of Marcus Thorne (CEO) and Priya Dasgupta (CFO) to bind IHDC in connection with the Project, including certified copies of IHDC's organizational documents and incumbency;
(d) Preparation of a Member Consent Resolution of IHDC, as sole member of the Borrower, authorizing the full $600,000,000 Project, including authorization of the land acquisitions, the entry into the EPC Agreement and LLSA, the incurrence of construction financing indebtedness, and the execution and delivery of all related transaction documents; and
(e) Coordination with IHDC's internal counsel regarding any required approvals at the RCP Digital Holdings LLC level (intermediate holding company, 92% interest in IHDC) or the Ironhaven Management Incentive Pool LLC level (8% management interest in IHDC).
Key Parties. IHDC (client); RCP Digital Holdings LLC (intermediate holdco); Ironhaven Management Incentive Pool LLC (management interest holder); Ridgeline Capital Partners Fund IV, LP (ultimate sponsor, through Ridgeline Capital Management LLC).
Timeline. March–April 2025. The entity formation must be completed in advance of the land acquisition closings and, ideally, before execution of the Purchase and Sale Agreements so that the assignment from IHDC to the Borrower can be contemplated from the outset. Target completion of formation filings and organizational documents is April 15, 2025.
Estimated Hours. 60–80 hours (associate and paralegal combined).
Workstream 2: Land Acquisition — Stonebridge Parcel
Lead: Cynthia Ho Support: Grace Nakamura Partner Oversight: Angela Fontaine
Scope of Work. This workstream encompasses the negotiation, execution, and closing of the Purchase and Sale Agreement ("PSA") for the Stonebridge Parcel with Blackthorn Realty Group, Inc. ("Seller"). The Stonebridge Parcel consists of approximately 62.0 acres of vacant land and constitutes the principal building area for the data center campus. Key details of the transaction and deliverables are as follows:
Seller: Blackthorn Realty Group, Inc. President: Donald R. Whitaker. General Counsel: Patricia Whitaker-Connolly. Seller's outside counsel: Whitfield, Poole & Stratton LLP (Harrison Poole, lead attorney).
Purchase Price: $58,500,000 ($943,548 per acre).
Earnest Money: $2,925,000 (5% of purchase price), to be deposited in two tranches: $1,462,500 at execution and $1,462,500 at the expiration of the due diligence period. Escrow to be held by Fidelitas Title & Escrow, Inc.
Due Diligence Period: 90 days from execution. Assuming an execution date of April 15, 2025, the due diligence period expires on July 14, 2025.
Closing Target: September 15, 2025.
The specific deliverables under this workstream include:
(a) Drafting and negotiation of the PSA, including representations and warranties, closing conditions, casualty and condemnation provisions, default and remedies, and assignment provisions permitting assignment from IHDC to Stonebridge Campus Holdings LLC;
(b) Preparation of a first amendment to the PSA providing for a contingency extension of the due diligence period (in the event environmental or title issues require additional investigation);
(c) Negotiation and execution of an escrow agreement with Fidelitas Title & Escrow, Inc. governing the deposit, investment, and disbursement of earnest money;
(d) Title review and analysis of the title commitment to be issued by Fidelitas Title & Escrow, Inc. as agent for Sovereign Title Insurance Company (commitment effective date anticipated April 3, 2025; owner's policy amount $58,500,000), including identification and analysis of all Schedule B-II exceptions, preparation of a title objection letter, and negotiation of curative measures with Seller and Seller's counsel;
(e) Survey review of the ALTA/NSPS survey to be prepared by Lumen Ridge Engineering, PLLC (Carlos Esteban, PE), with target delivery date of June 15, 2025, including analysis of boundary, easement, encroachment, and setback issues;
(f) Coordination of environmental due diligence, including the Phase I Environmental Site Assessment (target delivery June 1, 2025) and Phase II Environmental Site Assessment (target delivery July 1, 2025), both to be prepared by Pendleton Environmental Associates, Inc. (Dr. Renata Volkov, principal scientist). A known environmental concern has been identified with respect to the Stonebridge Parcel: the property was historically used for agricultural purposes, and there is a potential for residual pesticide contamination in the northwest quadrant of the property, affecting approximately 4.2 acres. The Phase II ESA will include soil and groundwater sampling in this area to characterize the nature and extent of any contamination and inform the risk assessment;
(g) Preparation and negotiation of an assignment and assumption agreement to transfer IHDC's rights and obligations under the PSA to Stonebridge Campus Holdings LLC prior to or at closing;
(h) Drafting of the special warranty deed to be delivered by Seller at closing;
(i) Preparation of the settlement statement and master closing checklist for the Stonebridge Parcel closing; and
(j) Coordination with Fidelitas Title & Escrow, Inc. regarding the issuance of the owner's title insurance policy at closing.
Timeline. March–September 2025, with the most intensive activity occurring during the due diligence period (April–July 2025) and the pre-closing period (August–September 2025).
Estimated Hours. 200–260 hours.
Workstream 3: Land Acquisition — Meridian Parcel
Lead: Cynthia Ho Support: Grace Nakamura Partner Oversight: Angela Fontaine
Scope of Work. This workstream encompasses the negotiation, execution, and closing of the Purchase and Sale Agreement for the Meridian Parcel with Meridian Acres LLC ("Seller"). The Meridian Parcel is a critical component of the campus plan, as it is needed for utility routing, the dedicated 230kV/34.5kV substation easement (in favor of Vantage Power Cooperative), and additional building pads for future expansion. Key details of the transaction and deliverables are as follows:
Seller: Meridian Acres LLC. Managing Member: Theodore Ashford. Seller's outside counsel: Dunleavy & Marsh, PLLC (Fiona Dunleavy, lead attorney).
Purchase Price: $19,400,000 ($1,000,000 per acre).
Earnest Money: $970,000 (5% of purchase price), to be deposited in a single tranche at execution. Escrow to be held by Fidelitas Title & Escrow, Inc.
Due Diligence Period: 75 days from execution. Assuming an execution date of April 22, 2025, the due diligence period expires on July 7, 2025.
Closing Target: September 15, 2025 (concurrent with Stonebridge Parcel closing).
The specific deliverables under this workstream include:
(a) Drafting and negotiation of the PSA, including provisions addressing the critical role of the Meridian Parcel in the broader campus development and the utility routing requirements;
(b) Negotiation and execution of the escrow agreement with Fidelitas Title & Escrow, Inc.;
(c) Title review and analysis of the title commitment to be issued by Fidelitas (commitment effective date anticipated April 10, 2025; owner's policy amount $19,400,000), preparation of the title objection letter, and negotiation of curative measures;
(d) Survey review of the ALTA/NSPS survey for the Meridian Parcel;
(e) Coordination of environmental due diligence, specifically the Phase I ESA (target delivery June 1, 2025). Based on preliminary information, the Meridian Parcel does not present the same level of environmental concern as the Stonebridge Parcel, and a Phase II ESA is not anticipated unless the Phase I identifies recognized environmental conditions warranting further investigation;
(f) Drafting of the special warranty deed to be delivered by Seller at closing;
(g) Preparation of the settlement statement and closing checklist for the Meridian Parcel closing; and
(h) Assignment and assumption of the PSA from IHDC to Stonebridge Campus Holdings LLC, consistent with the approach taken for the Stonebridge Parcel.
Key Consideration. The Meridian Parcel is essential not only for campus expansion but for the substation easement that will be granted to Vantage Power Cooperative under the LLSA and Line Extension Funding Agreement (addressed in Workstream 6). The timing of the Meridian Parcel closing must be coordinated with the LLSA execution and the construction financing closing, as the lender syndicate will require evidence of the Borrower's ownership of the Meridian Parcel and the ability to grant the substation easement as a condition to the construction loan closing.
Timeline. March–September 2025, running largely in parallel with Workstream 2.
Estimated Hours. 140–180 hours.
Workstream 4: Entitlements and Land Use (ZMOD)
Lead: Cynthia Ho Support: Grace Nakamura External Counsel: Thomas Ashcroft (Ashcroft & Wynn, P.C., local zoning counsel) External Consultant: Alan Mercer (Cornerstone Land Use Consulting, LLC) Partner Oversight: Douglas Fairchild
Scope of Work. This workstream encompasses the preparation, filing, and prosecution of the Loudoun County Zoning Modification Application ("ZMOD") necessary to authorize data center use on the assembled campus under the existing PD-IP (Planned Development — Industrial Park) zoning designation. While the PD-IP designation permits a range of industrial and commercial uses, data center development at the scale contemplated by the Project requires a ZMOD to address density, height, setback, landscaping, and noise considerations specific to data center operations.
The principal deliverables and activities under this workstream include:
(a) Attendance at and coordination of the pre-application conference with the Loudoun County Department of Planning and Zoning to establish the scope of the application, identify any preliminary concerns or requirements, and confirm the anticipated review timeline;
(b) Drafting of the ZMOD application narrative and statement of justification, articulating the Project's consistency with the Loudoun County Comprehensive Plan, its economic development benefits (including tax revenue generation and job creation), and its compatibility with surrounding land uses;
(c) Drafting and negotiation of the proffer statement. Based on preliminary analysis of comparable data center ZMOD applications in Loudoun County, we estimate that the proffers will total approximately $2,400,000, calculated at $5.00 per square foot of gross floor area for the 480,000 square-foot campus. The proffer statement will address capital facility contributions, transportation improvements, environmental commitments, and community amenity contributions. Proffer negotiation strategy will be developed in close coordination with Ashcroft & Wynn and Cornerstone Land Use Consulting;
(d) ZMOD filing, targeted for May 30, 2025, with an expected docket number of ZMOD-2025-0038;
(e) Coordination with Ashcroft & Wynn and Cornerstone on community engagement, staff referral review, Planning Commission review, and Board of Supervisors hearing preparation;
(f) Anticipated Board of Supervisors hearing and approval in October 2025; and
(g) Analysis of the relationship between the conditional zoning approval timeline and the land closing and financing timelines. Specifically, the land closings are targeted for September 15, 2025, and the construction loan closing is targeted for October 15, 2025. If the ZMOD approval is delayed beyond October 2025, it could impact the ability to satisfy conditions precedent under the construction loan agreement. We will prepare a risk mitigation memorandum addressing alternative structures (such as a closing condition waiver, a post-closing ZMOD approval covenant, or a PSA closing extension) to manage this interdependency.
Note on Fee Treatment. The firm's hours on this workstream will be limited to oversight, coordination, and strategic advisory functions. The substantive entitlement work, including preparation of zoning exhibits, traffic impact analyses, and community outreach, will be performed by Ashcroft & Wynn, P.C. and Cornerstone Land Use Consulting, LLC, whose fees will be billed separately and passed through as disbursements (Ashcroft & Wynn) or billed directly to the client (Cornerstone).
Timeline. March–October 2025, with peak activity in May–June 2025 (application preparation and filing) and September–October 2025 (hearing preparation and attendance).
Estimated Hours. 80–120 hours (Calderwood & Harkness hours only; Ashcroft & Wynn and Cornerstone hours are billed separately).
Workstream 5: EPC Contract
Lead: Cynthia Ho Partner Oversight: Douglas Fairchild
Scope of Work. This workstream encompasses the negotiation, drafting, and execution of the EPC Agreement with Titan-McAllister Construction Group, LLC ("TMCG") for the design and construction of the Stonebridge Data Center Campus. The EPC Agreement is the single largest contract by dollar value in the Project and will require extensive negotiation of technical, commercial, and legal provisions. The key parameters and deliverables are as follows:
Contractor: Titan-McAllister Construction Group, LLC. President: Raymond Okafor. Senior Vice President, Data Center Programs: Michelle Tran.
GMP: $412,000,000.
Scope of Work (EPC): Four data center buildings (designated Buildings A through D), each approximately 120,000 square feet of shell space / 24 MW of critical IT capacity, together with a central utility plant, site civil work (including grading, paving, stormwater management, and utilities infrastructure), and a structured parking facility. Total campus scope: 480,000 square feet, 96 MW critical IT capacity. The implied cost metrics are approximately $858.33 per square foot and approximately $4,291,667 per MW of critical capacity.
Construction Duration: 24 months from NTP (November 1, 2025).
Substantial Completion Targets: Building A — August 1, 2027; Buildings B, C, and D — November 1, 2027.
The key negotiation issues and deliverables include:
(a) Liquidated Damages. Negotiation of delay liquidated damages at a rate of $125,000 per day per building, with a per-building cap of $10,300,000 (representing approximately 10% of the per-building GMP of $103,000,000). The liquidated damages structure must be carefully calibrated to balance the owner's need for meaningful schedule protection against TMCG's exposure limits, and must be coordinated with the lender's requirements under the construction loan agreement;
(b) Retainage. Negotiation of retainage at 10% of each progress payment until 50% completion is achieved, reducing to 5% thereafter. Release of retainage upon substantial completion of each building, subject to punch list holdback;
(c) Change Order Procedures. Establishment of a rigorous change order process, including required documentation, cost and schedule impact analysis, and owner approval thresholds. Delineation of owner-directed changes, contractor-requested changes, and force majeure/unforeseen condition changes;
(d) Change of Control Provisions. Negotiation of reciprocal change of control provisions: TMCG to have a consent right (not to be unreasonably withheld) in the event of an owner-level change of control, and the owner to have a termination right (with or without cause) in the event of a change of control at TMCG. These provisions must be coordinated with the analogous change of control provisions in the construction loan agreement and the LLSA;
(e) Insurance Requirements. Negotiation of the contractor's insurance obligations, to be detailed in Exhibit D to the EPC Agreement, including minimum coverage levels for commercial general liability ($150,000,000 per occurrence), workers' compensation, auto liability, professional liability, and pollution liability. Coordination of the insurance requirements matrix with the construction loan agreement's insurance provisions;
(f) Exhibits. Preparation of Exhibit A (Scope of Work), Exhibit B (GMP Schedule/Schedule of Values), Exhibit C (Construction Schedule/Critical Path), and Exhibit D (Insurance Requirements);
(g) Form of NTP. Drafting of the Notice to Proceed, to be issued upon satisfaction of all NTP conditions (land closing, loan closing, ZMOD approval, executed LLSA, delivery of bonds);
(h) Performance and Payment Bonds. Review of performance and payment bonds in the amount of $412,000,000 each, to be issued by Great Basin Surety & Insurance Corp. as surety for the benefit of the owner. Confirmation that bond forms comply with the requirements of the construction loan agreement and Virginia law;
(i) Owner's Representative. Coordination with Kestrel Infrastructure Advisors, LLC (Diane Prescott, principal), who will serve as the owner's representative during construction. Delineation of the owner's representative's authority and responsibilities in the EPC Agreement; and
(j) Lender Provisions. Inclusion of customary lender protection provisions, including a consent to assignment to the construction lenders, lender notice and cure rights, and a contractor estoppel certificate.
Timeline. June–October 2025. Initial drafting is anticipated to commence in June 2025, with the negotiation phase extending through August–September 2025. Execution is targeted for October 2025, concurrent with or immediately prior to the construction loan closing, as the executed EPC Agreement is expected to be a condition precedent to the loan closing.
Estimated Hours. 250–320 hours.
Workstream 6: Power / Utility Agreements
Lead: Cynthia Ho Support: Grace Nakamura Partner Oversight: Douglas Fairchild
Scope of Work. This workstream encompasses the negotiation and execution of the utility agreements necessary to secure electric power service for the campus. Power procurement is a critical-path item for data center development, and the availability, reliability, and pricing of power service are among the most significant determinants of the Project's long-term economic viability. The principal deliverables are as follows:
(a) Large Load Service Agreement (LLSA). Negotiation and execution of the LLSA with Vantage Power Cooperative ("VPC"), under VPC Service Application No. LSA-2025-0091. Key terms include:
• Contracted Demand: 120 MVA (sufficient to support 96 MW of critical IT load plus mechanical, electrical, and site overhead);
• Term: 10 years from substation energization (target energization date: June 1, 2027);
• Demand Charge: $8.42 per kW per month for years 1 through 5, with annual escalation of 2.5% commencing in year 6;
• Energy Charge: Pass-through of PJM Interconnection day-ahead locational marginal pricing (LMP);
• Estimated Annual Demand Charges at Full Load (120 MVA): $12,124,800;
• Early termination provisions, ramp-up schedule, and demand reduction flexibility;
• Change of control provisions (coordination with EPC and construction loan change of control triggers); and
• Assignment provisions permitting collateral assignment to the construction lender syndicate.
(b) Line Extension Funding Agreement ("LEFA"). Negotiation of the LEFA pursuant to which IHDC (or the Borrower) will fund $18,500,000 toward the construction of a dedicated 230kV/34.5kV substation to be located on the Meridian Parcel. The substation will be owned by VPC upon completion of construction. Key issues include draw scheduling, change order procedures for the substation construction, post-construction ownership transfer mechanics, and the interrelationship between the LEFA funding obligations and the construction loan draw schedule;
(c) Substation Easement Agreement. Drafting and negotiation of a perpetual easement on the Meridian Parcel in favor of VPC for the siting, construction, operation, and maintenance of the dedicated substation. The easement will be recorded in the land records of Loudoun County and will be an encumbrance on the Meridian Parcel, which will need to be addressed in the construction lender's title policy and the deed of trust; and
(d) Backup Power Strategy Memorandum. Preparation of an internal advisory memorandum analyzing the backup power strategy for the campus, including the 2N diesel generator configuration for each building (included in the EPC GMP scope), fuel storage requirements, permitting implications (air quality and Loudoun County noise ordinance compliance), and the contractual interface between the backup power systems and the LLSA.
Timeline. April–October 2025, with LLSA negotiations anticipated to intensify in July–September 2025.
Estimated Hours. 120–160 hours.
Workstream 7: Construction Financing
Lead: Douglas Fairchild (Partner) Associate Lead: Cynthia Ho Support: Grace Nakamura Partner Oversight: Douglas Fairchild (direct)
Scope of Work. This is the most complex and highest-intensity workstream in the engagement. It encompasses the negotiation and closing of a $390,000,000 senior secured construction loan facility. The loan will be the primary source of debt capital for the Project and will require extensive documentation, diligence, and coordination with all other workstreams. Key parameters and deliverables are as follows:
Lender Syndicate:
• Administrative Agent: Summit National Bank, N.A. Contact: Karen Ellsworth, Managing Director. Commitment: $180,000,000 (46.15% of total facility). Summit Loan Commitment Reference: CL-2025-VA-04418.
• Syndicate Member: Cascade Commercial Lending Corp. Contact: David Rennick. Commitment: $130,000,000 (33.33% of total facility).
• Syndicate Member: Harborview Trust Company. Contact: Susan Applegategate. Commitment: $80,000,000 (20.51% of total facility).
Lender's Counsel: Redmond & Calloway LLP (Victor Redmond, lead partner).
Borrower: Stonebridge Campus Holdings LLC.
Guarantor: Ironhaven Data Centers LLC (completion guaranty and carry guaranty).
Key Loan Terms:
• Interest Rate: SOFR + 285 basis points, with a 0.50% SOFR floor;
• Unused Commitment Fee: 0.50% per annum on undrawn commitments;
• Arrangement Fee: 1.00% ($3,900,000), payable at closing;
• Draw Period: 36 months from closing;
• Maturity: 48 months from closing, with one 12-month extension option (subject to satisfaction of extension conditions including achievement of specified lease-up milestones and DSCR testing);
• LTC Ratio: ≤ 65%;
• DSCR at Stabilization: ≥ 1.25x;
• Minimum Equity: $52,500,000 (representing 25% of the total equity commitment of $210,000,000) must be contributed and expended before the first draw under the construction loan;
• Change of Control: Mandatory prepayment triggered if Ridgeline Capital Partners Fund IV, LP ceases to hold, directly or indirectly, at least 51% of the equity interests in the Borrower.
Collateral Package:
• First-priority deed of trust on both the Stonebridge Parcel and the Meridian Parcel (81.4 acres combined);
• Assignment of leases and rents (including all future data center leases);
• Pledge of 100% of the membership interests in the Borrower;
• Assignment of the EPC Agreement, architect agreements, and permits and approvals;
• Assignment of the LLSA; and
• All personal property and fixtures located on the property.
The full document suite for the construction loan closing includes the following:
(a) Construction Loan Agreement (including representations, covenants, conditions precedent, events of default, and remedies); (b) Promissory Note in the principal amount of $390,000,000; (c) Deed of Trust, Assignment of Leases and Rents, Security Agreement, and Fixture Filing (Virginia form, to be recorded in Loudoun County); (d) Environmental Indemnity Agreement; (e) Completion Guaranty (IHDC as guarantor); (f) Carry/Payment Guaranty (IHDC as guarantor); (g) Pledge Agreement (pledge of Borrower membership interests); (h) Assignment of Contracts, Permits, and Approvals; (i) Borrower's Closing Certificate; (j) Legal Opinion Letter of Calderwood & Harkness LLP to the lender syndicate (covering due authorization, enforceability, no conflicts, and such other matters as the lenders may reasonably require); and (k) Change of Control Coordination Memorandum — an internal work product analyzing the interplay of change of control provisions across the construction loan agreement, the EPC Agreement, and the LLSA to ensure consistency and to identify any gaps or conflicts that could create unintended consequences.
Key Milestones:
• Term sheet analysis: commencing July 2025;
• Commitment letter target: August 1, 2025;
• Loan document negotiation: August–October 2025;
• Loan closing target: October 15, 2025.
Timeline. May–October 2025 (with preliminary discussions and information gathering commencing in May, term sheet analysis in July, and intensive document negotiation and closing preparation in August–October 2025).
Estimated Hours. 350–450 hours.
Workstream 8: Equity / Sponsor Documents
Lead: Cynthia Ho Partner Oversight: Douglas Fairchild
Scope of Work. This workstream encompasses the preparation of the equity-side documentation necessary to formalize the capital commitment from the Project's sponsor and to satisfy the equity-related conditions precedent under the construction loan agreement. The principal deliverables include:
(a) Equity Contribution Agreement. Drafting and negotiation of the Equity Contribution Agreement between Ridgeline Capital Partners Fund IV, LP (the "Fund") and IHDC (or, as applicable, the Borrower) for the aggregate equity commitment of $210,000,000 (representing approximately 35% of the $600,000,000 total project budget). The agreement will address the timing and mechanics of equity contributions, funding conditions, remedies for failure to fund, and representations regarding the Fund's available committed capital;
(b) Equity Funding Mechanics and Draw Sequencing Memorandum. Preparation of an internal memorandum analyzing the coordination between equity contributions and construction loan draws, with particular attention to the lender's requirement that a minimum of $52,500,000 in equity (25% of the total $210,000,000 equity commitment) be contributed and expended before the first construction loan draw. The memorandum will recommend a funding sequence and identify any timing risks;
(c) Sponsor Side Letter. Negotiation of a side letter from the Fund addressed to the lender syndicate, containing representations and covenants for lender benefit, including confirmation of the Fund's available committed capital (drawn from a total fund size of approximately $3.8 billion), net worth representations, and change of control compliance commitments; and
(d) Member Consent Resolution. Preparation of a member consent resolution for IHDC (as sole member of the Borrower) authorizing the full development program and all associated financing arrangements.
Timeline. June–October 2025, coordinated with the construction financing workstream.
Estimated Hours. 80–100 hours.
Workstream 9: Tax
Lead: Sylvia Hartwell (Partner) Coordination with: Fielding & Associates, CPAs (Robert Fielding, CPA)
Scope of Work. This workstream encompasses all tax advisory services related to the Project. The tax workstream is advisory in nature; the firm will not prepare tax returns, exemption applications, or filings, which will be handled by IHDC's accounting firm, Fielding & Associates, CPAs. The principal deliverables include:
(a) Virginia Data Center Sales and Use Tax Exemption Analysis. Preparation of a detailed memorandum analyzing the qualification of the Project for the Virginia data center sales and use tax exemption under Virginia Code § 58.1-609.3(18). The exemption requires a minimum capital investment of $150,000,000 over five years and the creation of a minimum of 50 new jobs. Based on the anticipated project budget of $600,000,000 and IHDC's commitment to hire at least 75 employees for campus operations, the Project is expected to satisfy both thresholds. The estimated tax savings from the exemption are significant: approximately $15,900,000, calculated based on an estimated $300,000,000 in exempt equipment purchases at a combined Virginia state and local sales and use tax rate of 5.3%. The memorandum will address eligibility requirements, application procedures, compliance obligations, and audit risk;
(b) Entity Structure and Tax Election Recommendations. Advisory memorandum recommending the optimal entity structure and federal and state tax elections for Stonebridge Campus Holdings LLC, including analysis of pass-through treatment (check-the-box election), Virginia state income tax implications, withholding requirements for non-resident partners/members, and coordination with the Ridgeline fund structure through RCP Digital Holdings LLC (the intermediate holding company that holds 92% of IHDC). The analysis will address the allocation of income, gain, loss, deduction, and credit among the various tiers of the ownership structure;
(c) Cost Segregation Study Coordination. Scoping and timing recommendations for the cost segregation study to be performed by Fielding & Associates. The study should commence upon the start of construction (NTP target: November 1, 2025) and is estimated to result in the reclassification of approximately $45,000,000 in construction costs from 39-year nonresidential real property to 5-, 7-, and 15-year recovery lives, yielding significant acceleration of depreciation deductions. The memorandum will address the study scope, deliverables, and coordination with the EPC Agreement's schedule of values; and
(d) Loudoun County Equipment Tax Assessment Analysis. Advisory memorandum analyzing the Loudoun County personal property tax on data center equipment (IT equipment, power and cooling infrastructure), assessed at a rate of $1.25 per $100 of assessed value. The memorandum will address the timing of assessment (post-certificate of occupancy), valuation methodology, depreciation schedules applicable to equipment, and estimated annual tax liability at stabilization.
Timeline. March–December 2025 (ongoing advisory, with peak activity in March–June 2025 for the exemption analysis and entity structure memorandum, and November–December 2025 for the cost segregation study coordination).
Estimated Hours. 100–140 hours.
Workstream 10: Insurance
Lead: Grace Nakamura Coordination with: Northgate Insurance Brokerage, LLC (William Keane, account executive) Partner Oversight: Angela Fontaine
Scope of Work. This workstream encompasses the review, analysis, and coordination of the insurance program for the Project across the construction and operational phases. The principal deliverables include:
(a) Insurance Program Overview Memorandum. Preparation of a comprehensive internal memorandum analyzing the insurance program, covering:
• Builder's Risk Insurance: $412,000,000 policy, to be placed with Great Basin Surety & Insurance Corp., with a $250,000 deductible per occurrence. Coverage to include all risks of physical loss or damage to the work in progress, materials in transit and stored off-site, soft costs, and delay in completion;
• Owner-Controlled Insurance Program (OCIP): Evaluation of the potential benefits and costs of implementing an OCIP for the construction phase, with estimated premium savings of 12–15% relative to traditional contractor-procured insurance programs. The memorandum will assess the administrative burden, wrap-up administration requirements, and cost-benefit analysis;
• Directors and Officers Insurance: $10,000,000 policy to be placed with Clearwater Specialty Underwriters, Inc., covering IHDC's officers and directors during the development phase; and
• Post-COO Operational Property Insurance: Target replacement cost coverage of $600,000,000 for the completed campus (carrier to be determined through Northgate's marketing process).
(b) Certificate of Insurance Review Letter. Preparation of a letter to TMCG identifying any deficiencies in the contractor's certificate of insurance relative to the EPC Agreement's insurance requirements, including confirmation that the contractor's commercial general liability coverage meets the $150,000,000 per occurrence threshold (carrier: Pinnacle Indemnity Insurance Co.); and
(c) Insurance Requirements Compliance Matrix. Preparation of a comprehensive matrix cross-referencing the insurance requirements contained in the EPC Agreement (Exhibit D) with those contained in the construction loan agreement, identifying any inconsistencies or gaps and recommending harmonization.
Timeline. June–November 2025.
Estimated Hours. 40–60 hours.
Workstream 11: Easements and Reciprocal Agreements
Lead: Cynthia Ho Support: Grace Nakamura Partner Oversight: Angela Fontaine
Scope of Work. This workstream encompasses the preparation and negotiation of the easement and reciprocal agreements necessary for the unified operation of the multi-parcel campus. Although both the Stonebridge Parcel and the Meridian Parcel will be held by the same entity (Stonebridge Campus Holdings LLC), the establishment of recorded easements is necessary for operational continuity, lender comfort, and compliance with Loudoun County site plan approval requirements. The principal deliverables include:
(a) Cross-Access and Utility Easement Agreement. Drafting of a reciprocal easement agreement between the Stonebridge Parcel and the Meridian Parcel establishing perpetual easements for vehicular and pedestrian access, underground and above-ground utility routing (including electrical, fiber optic, water, sewer, stormwater, and telecommunications), and shared infrastructure. The agreement will include maintenance obligations, cost allocation provisions, and insurance and indemnity requirements;
(b) Stormwater Management Facility Easement and Maintenance Agreement. Drafting of an easement and maintenance agreement required by Loudoun County as a condition of site plan approval, governing the location, construction, operation, and long-term maintenance of the stormwater management facilities serving the campus;
(c) Substation Easement. As noted in Workstream 6, the substation easement on the Meridian Parcel in favor of Vantage Power Cooperative will be addressed in this workstream as well, given the land-related nature of the instrument; and
(d) Multi-Parcel Campus Structure Memorandum. Preparation of an internal advisory memorandum analyzing the easement and declaration structure appropriate for the multi-parcel campus, including consideration of whether a broader declaration of covenants, conditions, and restrictions (CC&Rs) is appropriate or whether individual easement agreements are preferable, taking into account lender requirements, tax implications, and future flexibility.
Timeline. June–September 2025.
Estimated Hours. 60–80 hours.
Workstream 12: Closing and Post-Closing
Lead: Cynthia Ho Support: Grace Nakamura; Paralegal Partner Oversight: Douglas Fairchild; Angela Fontaine
Scope of Work. This workstream encompasses the coordination and management of all closings and post-closing obligations. It is a cross-cutting workstream that draws on the deliverables of all preceding workstreams and requires meticulous organizational discipline. The principal deliverables include:
(a) Master Closing Checklist. Preparation and maintenance of a comprehensive master closing checklist for:
• The September 15, 2025 land closings (both the Stonebridge Parcel and the Meridian Parcel); and
• The October 15, 2025 construction loan closing.
The checklist will identify every deliverable, the responsible party, the due date, and the status, and will be circulated and updated on at least a weekly basis during the pre-closing period;
(b) Bring-Down Due Diligence Memorandum. Preparation of a memorandum confirming the status of all diligence items as of the closing dates, including:
• Title: Confirmation of clear and insurable title per updated title commitments from Fidelitas Title & Escrow, Inc. / Sovereign Title Insurance Company;
• Surveys: Confirmation that final ALTA/NSPS surveys from Lumen Ridge Engineering, PLLC have been received and reviewed and that all survey issues have been resolved;
• Environmental: Confirmation that all Phase I and Phase II ESA reports from Pendleton Environmental Associates, Inc. have been received and reviewed and that no material remediation obligations exist (or, if they do, that they have been addressed through appropriate PSA provisions); and
• ZMOD: Confirmation of the status of the ZMOD application and, if the ZMOD has not yet been approved as of the land closing date, documentation of the risk mitigation measures in place;
(c) Post-Closing Obligations Tracker and Tickler Memorandum. Preparation of a comprehensive tracker identifying all post-closing obligations across the transaction documents, including lender reporting deadlines, covenant compliance dates, insurance renewal dates, proffer payment schedules, and UCC continuation filing deadlines;
(d) Closing Binder Index and Table of Contents. Preparation of a detailed index and table of contents for the closing binders (both physical and electronic) for all closings;
(e) Deed Recordings. Coordination of the recording of the special warranty deeds (both parcels), the deed of trust, and all other recordable instruments in the Clerk's Office of the Loudoun County Circuit Court;
(f) Title Policy Issuance. Coordination with Fidelitas Title & Escrow, Inc. for issuance of the following title insurance policies:
• Owner's title insurance policy for the Stonebridge Parcel: $58,500,000;
• Owner's title insurance policy for the Meridian Parcel: $19,400,000; and
• Lender's title insurance policy: $390,000,000;
(g) UCC Filings. Coordination of the filing of UCC-1 financing statements with the Virginia State Corporation Commission and in the appropriate county filing offices, perfecting the lender's security interest in the Borrower's personal property collateral; and
(h) Ongoing Lender Reporting. During the post-closing period, provision of periodic support to IHDC in connection with ongoing lender compliance and reporting obligations, including draw request certifications, construction progress reporting, and covenant compliance certificates.
Timeline. August–November 2025, with a post-closing tail extending through Q1 2026 for recording confirmations, title policy issuance, and initial lender reporting cycles.
Estimated Hours. 100–140 hours.
IV. Summary Staffing Allocation Table
The following table summarizes the estimated hours for each member of the engagement team across all workstreams:
The above ranges reflect our current best estimate of the level of effort required to complete the engagement as described in the workstream narratives above. Actual hours may vary depending on the complexity of negotiations, the responsiveness of counterparties, the need for additional diligence or remediation analysis, and whether any of the contingencies identified in Section VIII materialize. The staffing allocation will be monitored on a monthly basis, and any material deviations from the estimates will be communicated promptly to the Responsible Partner and to the client.
V. Fee Estimate
A. Legal Fees
Based on the estimated hours set forth in Section IV and the applicable billing rates for each timekeeper category, we project the following fee ranges. The blended rate assumptions underlying these estimates are as follows:
The estimated total legal fees for the engagement range from $1,800,000 to $2,500,000, subject to the actual complexity of negotiations, the intensity of the entitlement process, and adherence to the targeted closing timeline. This range incorporates a contingency buffer at the upper end to account for reasonably foreseeable but not certain complications (as described further below).
Important Note: This estimate assumes no material delays in the ZMOD approval process, no litigation (including no contested title claims, condemnation proceedings, or environmental enforcement actions), and no significant title defects requiring extended curative work. It also assumes that the lender syndicate composition remains as currently contemplated (three lenders) and that no material restructuring of the financing is required during the negotiation period.
Local Zoning Counsel Fees. Fees for Ashcroft & Wynn, P.C. (local zoning counsel) will be billed separately by Ashcroft & Wynn and passed through to IHDC as disbursements on Calderwood & Harkness's invoices. Based on preliminary discussions with Thomas Ashcroft and comparable ZMOD engagements in Loudoun County, the estimated Ashcroft & Wynn fees are $150,000–$225,000.
B. Fee Estimate by Workstream
The following table presents the estimated fee range for each workstream, based on the estimated hours and applicable billing rates for the timekeepers assigned to that workstream:
The ranges set forth above reflect base estimates and assume that each workstream proceeds in accordance with the anticipated timeline and without material complications. Actual fees could exceed these ranges in any workstream if complications arise. Examples of potential complications that could result in fees exceeding the estimated ranges include, without limitation:
• Environmental remediation negotiations with Blackthorn Realty Group resulting from Phase II ESA findings on the Stonebridge Parcel (pesticide contamination in the northwest quadrant);
• Contested ZMOD hearings or the need for a revised application submission in response to Board of Supervisors or community opposition;
• Extended construction financing negotiations, including the addition of new syndicate members, restructuring of the facility, or the introduction of a mezzanine financing layer;
• Material title defects requiring curative litigation or extended negotiations with adverse claimants;
• Delays in EPC contract execution resulting from protracted negotiations on liquidated damages, change of control, or GMP scope; and
• Scope expansion at the client's direction (e.g., tenant pre-leasing negotiations, additional parcel acquisitions, or alternative financing structures).
Taking into account a reasonable contingency buffer for such potential complications, the upper-end total fee estimate for the engagement is approximately $2,200,000–$2,500,000. We will monitor actual fees against this estimate on a monthly basis and will provide prompt notice to the client if it appears that fees will materially exceed the budgeted range.
VI. Disbursement Estimate
A. Third-Party Legal and Consulting Fees (Passed Through)
The following third-party fees are anticipated to be incurred in connection with the engagement and will be passed through to IHDC on Calderwood & Harkness's invoices unless otherwise noted:
B. Other Disbursements
In addition to the third-party legal and consulting fees identified above, the following categories of disbursements are anticipated:
Filing Fees. Various filing fees will be incurred in connection with the engagement, including:
• Virginia State Corporation Commission filing fees for the formation of Stonebridge Campus Holdings LLC;
• Deed recording fees for the special warranty deeds for both parcels (Loudoun County Clerk's Office);
• Deed of trust recording fees (Loudoun County Clerk's Office);
• UCC-1 financing statement filing fees (Virginia State Corporation Commission and applicable county filing offices); and
• Miscellaneous recording and certification fees.
Estimated total filing fees: $15,000–$25,000.
Diligence Costs (Client-Direct). ALTA survey costs (Lumen Ridge Engineering, PLLC), environmental assessment fees (Phase I and Phase II ESAs from Pendleton Environmental Associates, Inc.), geotechnical reports, appraisals, and other technical diligence costs are expected to be engaged and paid directly by IHDC or through Kestrel Infrastructure Advisors, LLC (the owner's representative). These costs are not anticipated to flow through Calderwood & Harkness's accounts as firm disbursements. However, they are noted here for completeness and for purposes of the client's overall project budgeting.
Administrative Disbursements. Travel (primarily Loudoun County site visits, Ashburn-area meetings with the client, and in-person closings), copying, overnight delivery and courier services, a

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