PREPARED BY AND RETURN TO: Cynthia Ho, Esq. Calderwood & Harkness LLP 1900 K Street NW, Suite 800 Washington, DC 20006 Telephone: (202) 555-4100
Email: cho@calderwoodharkness.com
Matter No. 1043-00002
ARTICLES OF ORGANIZATION
OF
STONEBRIDGE CAMPUS HOLDINGS LLC
A Virginia Limited Liability Company
Filed pursuant to Chapter 12 of Title 13.1 of the Code of Virginia (Virginia Limited Liability Company Act)
with the
Virginia State Corporation Commission
DOCUMENT STATUS: DRAFT — PREPARED FOR FILING
ARTICLES OF ORGANIZATION OF STONEBRIDGE CAMPUS HOLDINGS LLC
The undersigned organizer, desiring to form a limited liability company pursuant to Chapter 12 of Title 13.1 of the Code of Virginia (the "Virginia Limited Liability Company Act"), hereby executes and files these Articles of Organization (these "Articles") with the Virginia State Corporation Commission (the "Commission") and, in connection therewith, sets forth the following:
ARTICLE I — NAME
The name of the limited liability company is:
Stonebridge Campus Holdings LLC
The name of the limited liability company satisfies the requirements of Section 13.1-1012 of the Virginia Limited Liability Company Act, including, without limitation, the requirement that the name contain the words "limited company" or "limited liability company" or the abbreviation "L.C.", "LC", "L.L.C.", or "LLC" as a designation. The name is distinguishable upon the records of the Commission from the name of any other entity organized, registered, or authorized to transact business in the Commonwealth of Virginia.
A name availability inquiry has been submitted to the Commission, and confirmation of the availability of the name "Stonebridge Campus Holdings LLC" has been obtained (or shall be obtained prior to the filing of these Articles). The organizer reserves the right to amend the name set forth herein in the event the Commission determines that the name is not available at the time of filing.
ARTICLE II — PURPOSES
Section 2.1. The purposes for which the limited liability company is organized are as follows:
(a) To acquire, own, hold, develop, construct, improve, equip, lease, manage, finance, refinance, operate, maintain, and ultimately dispose of a data center campus known as the "Stonebridge Data Center Campus" located in Loudoun County, Virginia, comprising approximately eighty-one and four-tenths (81.4) acres of land, and consisting of the following parcels:
(i) the "Stonebridge Parcel," consisting of approximately sixty-two and zero-tenths (62.0) acres, identified on the Loudoun County Tax Map as Reference Number /95-4A-1///; and
(ii) the "Meridian Parcel," consisting of approximately nineteen and four-tenths (19.4) acres, identified on the Loudoun County Tax Map as Reference Number /95-4A-2///;
together with all improvements, structures, fixtures, systems, equipment, and appurtenances now or hereafter located thereon, and all easements, rights-of-way, licenses, permits, entitlements, and other rights appurtenant thereto (collectively, the "Project");
(b) To enter into, execute, deliver, perform under, and enforce contracts, agreements, instruments, documents, and undertakings of every kind and nature incidental to, necessary for, or in furtherance of the foregoing purposes, including, without limitation:
(i) purchase and sale agreements, option agreements, and land acquisition agreements;
(ii) engineering, procurement, and construction agreements, design-build agreements, and construction management agreements;
(iii) utility service agreements, including agreements for the provision of electrical power, water, wastewater, telecommunications, and fiber connectivity services;
(iv) financing agreements, including loan agreements, promissory notes, deeds of trust, security agreements, guaranty agreements, and related credit documents;
(v) easement agreements, license agreements, reciprocal access agreements, and declarations of covenants, conditions, and restrictions;
(vi) lease agreements, sublease agreements, colocation agreements, and interconnection agreements with data center tenants and users;
(vii) property management agreements, facility management agreements, and asset management agreements; and
(viii) such other agreements and instruments as may be necessary or advisable in connection with the ownership, development, construction, leasing, management, financing, and operation of the Project;
(c) To engage in any and all other lawful business purposes for which a limited liability company may be organized under the Virginia Limited Liability Company Act, subject in all cases to the restrictions and limitations set forth in these Articles, the Operating Agreement of the limited liability company (as the same may be amended, restated, supplemented, or otherwise modified from time to time, the "Operating Agreement"), and any applicable financing documents.
Section 2.2. Notwithstanding the breadth of the purposes set forth in Section 2.1(c) above, the limited liability company is organized as a single-purpose entity, and the purpose clause set forth in this Article II is intentionally narrowly drawn to satisfy the requirements of the senior secured construction lenders under a construction loan facility in the aggregate principal amount of Three Hundred Ninety Million Dollars ($390,000,000) (the "Construction Loan Facility"), provided by Summit National Bank, N.A., as administrative agent (the "Administrative Agent"), together with Cascade Commercial Lending Corp. and Harborview Trust Company, as co-lenders (collectively, the "Lenders"), as more particularly described in the loan documents entered into or to be entered into in connection with the Construction Loan Facility (the "Loan Documents"). The limited liability company shall not engage in any business activity, and shall not own any assets or incur any liabilities, other than in connection with the ownership, development, construction, leasing, management, financing, and operation of the Project and activities incidental thereto.
ARTICLE III — REGISTERED OFFICE AND REGISTERED AGENT
Section 3.1. Registered Office. The street address of the initial registered office of the limited liability company in the Commonwealth of Virginia is:
[To be confirmed upon engagement of registered agent service. The registered office is expected to be located in Loudoun County or Fairfax County, Virginia, at the business office address of the registered agent identified in Section 3.2 below.]
The registered office address is a business office of the registered agent named herein. The registered office is located in the Commonwealth of Virginia.
Section 3.2. Registered Agent. The name of the initial registered agent of the limited liability company is:
[Name of registered agent to be confirmed — individual or entity qualified to serve as a registered agent in the Commonwealth of Virginia.]
The registered agent is (select one, as applicable):
(a) a member or manager of the limited liability company who is a resident of the Commonwealth of Virginia;
(b) a domestic corporation, a domestic limited liability company, or a domestic registered limited liability partnership organized under the laws of the Commonwealth of Virginia; or
(c) a foreign corporation, a foreign limited liability company, or a foreign registered limited liability partnership authorized to transact business in the Commonwealth of Virginia.
The registered agent has consented to serve in such capacity and a written statement of consent executed by the registered agent is attached hereto as Exhibit A and incorporated herein by reference.
Section 3.3. The registered office of the limited liability company is the business office of the registered agent, as required by Section 13.1-1015 of the Virginia Limited Liability Company Act.
ARTICLE IV — PRINCIPAL OFFICE
Section 4.1. The principal office of the limited liability company shall be located at:
44680 Prentice Drive, Suite 200 Ashburn, Virginia 20147
The principal office address is the headquarters of Ironhaven Data Centers LLC, the sole member of the limited liability company, as further described in Article VII hereof.
Section 4.2. The mailing address of the limited liability company is the same as the principal office address set forth in Section 4.1 above. The limited liability company may change its principal office or mailing address from time to time by appropriate action of its member or members, without the necessity of amending these Articles, provided that notice of any such change is given to the Commission as required by the Virginia Limited Liability Company Act.
ARTICLE V — ORGANIZER
Section 5.1. The organizer of the limited liability company is:
Ironhaven Data Centers LLC A Delaware limited liability company Registered to transact business in the Commonwealth of Virginia Virginia State Corporation Commission Entity ID: S7491283 Federal Employer Identification Number (EIN): 84-3291057
Address: 44680 Prentice Drive, Suite 200, Ashburn, Virginia 20147
Section 5.2. The organizer is forming the limited liability company by executing and filing these Articles of Organization with the Commission. The organizer has the power and authority to execute and deliver these Articles and to take all actions necessary or appropriate to effect the formation of the limited liability company under the Virginia Limited Liability Company Act. The organizer is signing these Articles of Organization in its capacity as organizer and, upon the issuance of a certificate of organization by the Commission, will serve as the sole initial member of the limited liability company as set forth in Article VII hereof.
ARTICLE VI — MANAGEMENT
Section 6.1. The limited liability company shall be member-managed within the meaning of Section 13.1-1001 of the Virginia Limited Liability Company Act. The limited liability company shall not be managed by a manager or managers.
Section 6.2. The sole initial member of the limited liability company is Ironhaven Data Centers LLC, a Delaware limited liability company, which shall manage the business and affairs of the limited liability company. In the capacity of managing member, Ironhaven Data Centers LLC shall have the authority to act on behalf of the limited liability company and to bind the limited liability company in the ordinary course of its business, subject to the terms and conditions of the Operating Agreement.
Section 6.3. The Operating Agreement of Stonebridge Campus Holdings LLC, to be entered into concurrently with or promptly following the formation of the limited liability company, will set forth detailed governance provisions governing the management and operation of the limited liability company, including, without limitation:
(a) the scope and limitations of the authority of the member to act on behalf of the limited liability company;
(b) restrictions on the authority of the member consistent with the single-purpose entity requirements described in Article X hereof;
(c) the appointment and authority of officers and authorized representatives;
(d) the approval and consent rights of any independent director or special member, if applicable, required under the Loan Documents in connection with the Construction Loan Facility;
(e) restrictions on the member's ability to cause the limited liability company to file a voluntary petition for bankruptcy, make an assignment for the benefit of creditors, or take similar actions, without the consent of any independent director or special member;
(f) budgetary, reporting, and financial covenant requirements imposed by the Loan Documents; and
(g) such other terms and conditions as the member may determine from time to time, consistent with the Virginia Limited Liability Company Act and the Loan Documents.
ARTICLE VII — INITIAL MEMBER
Section 7.1. The name, address, jurisdiction of organization, and percentage membership interest of the sole initial member of the limited liability company are as follows:
Section 7.2. Ironhaven Data Centers LLC is a Delaware limited liability company duly organized and validly existing under the Delaware Limited Liability Company Act, 6 Del. C. § 18-101 et seq., and is registered to transact business in the Commonwealth of Virginia. As the sole initial member, Ironhaven Data Centers LLC holds a one hundred percent (100%) membership interest in the limited liability company.
Section 7.3. For informational purposes, and not as a term or condition of these Articles, the ownership structure of Ironhaven Data Centers LLC is as follows:
(a) RCP Digital Holdings LLC, a Delaware limited liability company, holds a ninety-two percent (92%) equity interest in Ironhaven Data Centers LLC. RCP Digital Holdings LLC is, in turn, a wholly-owned subsidiary of Ridgeline Capital Partners Fund IV, LP, a Delaware limited partnership;
(b) Ironhaven Management Incentive Pool LLC, a Delaware limited liability company, holds an eight percent (8%) equity interest in Ironhaven Data Centers LLC, representing management incentive and carried interest allocations.
Accordingly, Ridgeline Capital Partners Fund IV, LP, a Delaware limited partnership, is the indirect controlling equity holder of the limited liability company through its ownership of RCP Digital Holdings LLC and, in turn, Ironhaven Data Centers LLC.
ARTICLE VIII — TERM AND DURATION
The limited liability company shall have perpetual existence commencing on the date of issuance of the certificate of organization by the Commission, unless sooner dissolved in accordance with the provisions of the Virginia Limited Liability Company Act and the Operating Agreement. The limited liability company shall continue in existence until dissolved and its affairs wound up in accordance with applicable law and the terms of the Operating Agreement.
ARTICLE IX — EFFECTIVE DATE
Section 9.1. These Articles of Organization shall become effective upon the issuance of the certificate of organization by the Virginia State Corporation Commission, unless a delayed effective date is specified in Section 9.2 below.
Section 9.2. At the election of the organizer, these Articles of Organization may be made effective on a delayed basis on the following date and time:
[To be determined. If a delayed effective date is desired for coordination with the transaction closing, the organizer may specify a date not to exceed fifteen (15) days after the date of acceptance by the Commission, in accordance with Section 13.1-1004 of the Virginia Limited Liability Company Act.]
The organizer reserves the right to specify a delayed effective date prior to filing in order to coordinate the formation of the limited liability company with the closing of the acquisition of the Stonebridge Parcel and the Meridian Parcel (land closings currently targeted for September 15, 2025) and the closing of the Construction Loan Facility (currently targeted for October 15, 2025). If no delayed effective date is specified, these Articles shall be effective upon issuance of the certificate of organization by the Commission.
ARTICLE X — ADDITIONAL PROVISIONS
Section 10.1 — Single-Purpose Entity Covenants (Summary Reference)
10.1.1. The limited liability company is organized and shall be operated at all times as a "single-purpose entity" or "special purpose entity," as such terms are customarily used in commercial real estate financing transactions. The limited liability company shall at all times comply with the single-purpose entity and separateness covenants as set forth in the Operating Agreement, the Loan Documents, and any other agreements to which the limited liability company is a party that require compliance with such covenants.
10.1.2. Without limiting the generality of the foregoing, and subject to the more detailed provisions of the Operating Agreement, the single-purpose entity and separateness covenants applicable to the limited liability company shall include, but not be limited to, the following:
(a) Separate Existence. The limited liability company shall at all times maintain its existence as a legal entity separate and distinct from any other person or entity, including, without limitation, its member, any affiliate of its member, and any other person or entity having a direct or indirect ownership interest in the limited liability company.
(b) No Commingling of Assets. The limited liability company shall not commingle its assets, funds, or property with the assets, funds, or property of any other person or entity, including, without limitation, its member or any affiliate of its member. The limited liability company shall maintain separate bank accounts and deposit accounts in its own name.
(c) Separate Books and Records. The limited liability company shall maintain its own separate books, records, accounts, and financial statements, separate and apart from those of any other person or entity. The financial statements of the limited liability company shall not be consolidated with those of any other person or entity unless such financial statements contain a note indicating that the limited liability company is a separate legal entity and that its assets are not available to satisfy the debts or obligations of any other person or entity.
(d) Separate Identity. The limited liability company shall hold itself out to the public and to all other persons and entities as a legal entity separate and distinct from any other person or entity. The limited liability company shall conduct its business in its own name, use its own stationery, invoices, and checks, and maintain a listed telephone number or other contact information separate from that of any other person or entity.
(e) Indebtedness Restrictions. The limited liability company shall not incur, assume, guaranty, or become liable for any indebtedness or other obligations other than as expressly permitted under the Operating Agreement and the Loan Documents.
(f) No Loans or Advances. The limited liability company shall not make or permit to remain outstanding any loans or advances to any person or entity, except as expressly permitted under the Operating Agreement and the Loan Documents.
(g) Limited Purposes. The limited liability company shall not engage in any business or activity other than the ownership, development, construction, leasing, management, financing, and operation of the Stonebridge Data Center Campus and activities reasonably incidental thereto, as described in Article II hereof.
(h) Adequate Capitalization. The limited liability company shall at all times maintain adequate capital in light of its contemplated business operations.
(i) Arm's Length Transactions. The limited liability company shall not enter into any transaction with any affiliate except on commercially reasonable terms that are no less favorable to the limited liability company than those that would be obtainable in a comparable arm's length transaction with a person or entity that is not an affiliate.
(j) Compliance with Formalities. The limited liability company shall observe all organizational formalities required by the Virginia Limited Liability Company Act and the Operating Agreement.
10.1.3. The foregoing covenants are included in these Articles for the benefit of the Lenders and the Administrative Agent under the Construction Loan Facility and shall not be amended, modified, or waived without the prior written consent of the Administrative Agent, to the extent required by the Loan Documents.
Section 10.2 — Restrictions on Transfer of Membership Interests
10.2.1. Transfers of membership interests in the limited liability company shall be subject to the restrictions and conditions set forth in the Operating Agreement, including any restrictions required under the Loan Documents in connection with the Construction Loan Facility in the aggregate principal amount of Three Hundred Ninety Million Dollars ($390,000,000), provided by Summit National Bank, N.A., as Administrative Agent, together with Cascade Commercial Lending Corp. and Harborview Trust Company, as co-lenders.
10.2.2. Without limiting the foregoing, the Loan Documents include a mandatory prepayment trigger upon the occurrence of any "Change of Control" of the borrower (i.e., the limited liability company). As defined in the Loan Documents, a "Change of Control" includes, without limitation, any direct or indirect transfer, sale, assignment, pledge, hypothecation, or other disposition of equity interests in the borrower (whether voluntary or involuntary, by operation of law or otherwise) resulting in Ridgeline Capital Partners Fund IV, LP, a Delaware limited partnership, directly or indirectly, ceasing to hold at least fifty-one percent (51%) of the equity interests in the borrower.
10.2.3. Any purported transfer of membership interests in the limited liability company that does not comply with the transfer restrictions set forth in the Operating Agreement and the Loan Documents shall be void and of no force or effect, and the limited liability company shall not be required to recognize or give effect to any such purported transfer.
Section 10.3 — Tax Treatment
10.3.1. The limited liability company, as a single-member limited liability company with one member for federal income tax purposes, is intended to be treated as a "disregarded entity" within the meaning of Treasury Regulation Section 301.7701-3 for federal income tax purposes, unless a contrary election is made on Internal Revenue Service Form 8832 (Entity Classification Election) by the member. As a disregarded entity, the limited liability company's assets, liabilities, income, deductions, and credits will be treated as assets, liabilities, income, deductions, and credits of its sole member, Ironhaven Data Centers LLC, for federal income tax purposes.
10.3.2. A Federal Employer Identification Number (EIN) for the limited liability company shall be obtained from the Internal Revenue Service upon or promptly following the formation of the limited liability company by filing IRS Form SS-4 (Application for Employer Identification Number) or by making an online application through the IRS website.
10.3.3. The limited liability company shall comply with all applicable federal, state, and local tax filing, reporting, and payment obligations, including, without limitation, any Virginia income tax, franchise tax, or annual registration fee requirements applicable to limited liability companies organized or doing business in the Commonwealth of Virginia.
SIGNATURE PAGE
IN WITNESS WHEREOF, the undersigned organizer has executed these Articles of Organization as of the date set forth below, and hereby declares and certifies that the facts stated herein are true and correct.
ORGANIZER:
IRONHAVEN DATA CENTERS LLC a Delaware limited liability company
By: ________
Name: Marcus Thorne
Title: Chief Executive Officer
Date: ________
Alternative Authorized Signatory (if applicable):
By: ________
Name: Priya Dasgupta
Title: Chief Financial Officer
Date: ________
FILING INFORMATION — FOR VIRGINIA STATE CORPORATION COMMISSION USE ONLY
Filing Fee: The applicable filing fee for the formation of a Virginia limited liability company has been remitted to the Virginia State Corporation Commission concurrently with the filing of these Articles of Organization, in the amount prescribed by the Commission's fee schedule in effect as of the date of filing.
Return Filed Copy To:
Calderwood & Harkness LLP
Attn: Cynthia Ho, Esq.
1900 K Street NW, Suite 800 Washington, DC 20006 Telephone: (202) 555-4100
Email: cho@calderwoodharkness.com
Reference: Matter No. 1043-00002 (Stonebridge Campus Holdings LLC — Formation)
EXHIBIT A
STATEMENT OF CONSENT OF REGISTERED AGENT
I, the undersigned, hereby state that I have consented to serve as the registered agent in the Commonwealth of Virginia for Stonebridge Campus Holdings LLC, a Virginia limited liability company, as set forth in the Articles of Organization filed with the Virginia State Corporation Commission.
I am (check one, as applicable):
An individual who is a resident of the Commonwealth of Virginia and who is a member or manager of the limited liability company;
A domestic corporation, domestic limited liability company, or domestic registered limited liability partnership organized under the laws of the Commonwealth of Virginia;
A foreign corporation, foreign limited liability company, or foreign registered limited liability partnership authorized to transact business in the Commonwealth of Virginia.
My business office address in the Commonwealth of Virginia, which is identical to the registered office address of the limited liability company, is:
[Registered Agent Business Office Address] [City, Virginia ZIP Code]
I understand that, as registered agent, I am required to maintain a business office in the Commonwealth of Virginia at the registered office address and to be available during normal business hours to accept service of process and other notices and communications on behalf of the limited liability company.
I consent to the appointment reflected in the Articles of Organization of Stonebridge Campus Holdings LLC, and I agree to serve as registered agent for the limited liability company until such time as I am replaced by a successor registered agent or I resign in accordance with the Virginia Limited Liability Company Act.
REGISTERED AGENT:
________________________________________
Name: [Name of Registered Agent]
Title: [Title, if entity]
Date: ________
END OF ARTICLES OF ORGANIZATION — STONEBRIDGE CAMPUS HOLDINGS LLC Calderwood & Harkness LLP | Matter No. 1043-00002 | DRAFT — Subject to Revision Prior to Filing
Member | Address | Jurisdiction | Membership Interest
Ironhaven Data Centers LLC | 44680 Prentice Drive, Suite 200, Ashburn, Virginia 20147 | Delaware | 100%
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