1043-00002 · Ironhaven Data Centers LLC · Entity Formation & Organizational

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CALDERWOOD & HARKNESS LLP ATTORNEYS AT LAW

CALDERWOOD & HARKNESS LLP

1900 K Street NW, Suite 800 Washington, DC 20006

Telephone: (202) 555-7400 Facsimile: (202) 555-7401 www.calderwoodharkness.com

Draft — To Be Dated Upon Filing

Matter No. 1043-00002

Prepared by: Cynthia Ho, Lead Associate Real Estate Practice Group

Supervised by: Douglas Fairchild, Partner Real Estate Practice Group

Clerk of the Commission Virginia State Corporation Commission Tyler Building 1300 East Main Street Richmond, Virginia 23219

Re: Filing of Articles of Organization — Stonebridge Campus Holdings LLC

Dear Clerk of the Commission:

Calderwood & Harkness LLP respectfully submits this letter on behalf of its client, Ironhaven Data Centers LLC ("IHDC"), a limited liability company duly organized and existing under the laws of the State of Delaware, with its principal office located at 44680 Prentice Drive, Suite 200, Ashburn, Virginia 20147 (Virginia State Corporation Commission Entity ID: S7491283; Federal Employer Identification Number: 84-3291057). IHDC has authorized this firm to act on its behalf in connection with all filings related to the formation of the entity described herein. We enclose herewith, for filing with the Virginia State Corporation Commission (the "Commission"), the Articles of Organization for Stonebridge Campus Holdings LLC, a Virginia limited liability company to be formed pursuant to the Virginia Limited Liability Company Act, codified at Title 13.1, Chapter 12 of the Code of Virginia (1950), as amended (the "Act").

IHDC is the sole organizer of Stonebridge Campus Holdings LLC and will serve as the sole initial member of the limited liability company upon its formation. The purpose of the formation of Stonebridge Campus Holdings LLC is to establish a single-purpose borrower entity for the acquisition, development, and operation of the Stonebridge Data Center Campus, a planned mission-critical data center facility located in Loudoun County, Virginia. The entity is being formed in connection with anticipated real estate acquisition closings and construction financing transactions, and accordingly, we would respectfully request that this filing receive the Commission's prompt attention, as described in further detail below.

Description of Enclosed Documents

Enclosed with this letter for filing with the Commission are the following documents:

1. Articles of Organization — Stonebridge Campus Holdings LLC. We have enclosed two (2) executed originals of the Articles of Organization, or such number of executed originals as may be required by the Commission. The Articles of Organization have been duly executed by IHDC, acting through its authorized signatory, in its capacity as the sole organizer of Stonebridge Campus Holdings LLC. The Articles of Organization set forth the following information, as required by Section 13.1-1011 of the Code of Virginia:

(a) Name of the Limited Liability Company. The name of the limited liability company is "Stonebridge Campus Holdings LLC." We have confirmed through a preliminary search of the Commission's records that this name is distinguishable from the name of any existing entity of record with the Commission and is otherwise in compliance with the naming requirements of the Act.

(b) Jurisdiction of Formation. The limited liability company is to be formed under the laws of the Commonwealth of Virginia.

(c) Principal Office Address. The principal office of Stonebridge Campus Holdings LLC shall be located at 44680 Prentice Drive, Suite 200, Ashburn, Virginia 20147, which address is co-located with the headquarters of IHDC, its sole member.

(d) Registered Agent and Registered Office. The name and address of the registered agent and the street address of the registered office in the Commonwealth of Virginia are set forth in the Articles of Organization as filed. The registered agent has consented to serve in such capacity and has signed the Articles of Organization or a separate written consent, as required by the Act. The registered office is a business office of the registered agent located in the Commonwealth of Virginia, as required by Section 13.1-1015 of the Code of Virginia.

(e) Organizer. The organizer of Stonebridge Campus Holdings LLC is Ironhaven Data Centers LLC, a Delaware limited liability company, whose address is 44680 Prentice Drive, Suite 200, Ashburn, Virginia 20147.

(f) Effective Date. The Articles of Organization provide that the formation of Stonebridge Campus Holdings LLC shall be effective upon issuance by the Commission, unless a specific effective date has been inserted in the Articles of Organization at the time of filing. If a specific future effective date is designated in the Articles, we respectfully request that the Commission process the filing in accordance with such designation.

(g) Management Structure. Stonebridge Campus Holdings LLC will be member-managed. IHDC, as the sole member, will manage the affairs of the limited liability company in accordance with the terms of the operating agreement to be entered into following the formation of the entity.

Filing Fee

Enclosed with this letter is our firm check in the amount of One Hundred Dollars ($100.00), payable to the order of the "State Corporation Commission," representing the filing fee currently required by the Commission for the filing of Articles of Organization of a Virginia limited liability company pursuant to Section 13.1-1005 of the Code of Virginia and the Commission's current schedule of fees. We understand this to be the correct filing fee as of the date of preparation of this letter.

In the event that the filing fee has been revised or otherwise adjusted since the date of preparation of this submission, we respectfully request that the Commission contact the undersigned at the telephone number or email address set forth below so that we may promptly remit any additional amount required. We ask that the Commission not return the filing for insufficient fees without first providing us an opportunity to cure any deficiency in the fee amount.

Instructions for Processing and Return

We respectfully request that the Commission file the enclosed Articles of Organization and, upon filing, return a file-stamped copy of the Articles of Organization (or a Certificate of Organization, as applicable under the Commission's current practices) to Calderwood & Harkness LLP at the address indicated below.

Preferred Return Method — Overnight Courier. We request that the filed documents be returned by overnight courier to:

Calderwood & Harkness LLP 1900 K Street NW, Suite 800 Washington, DC 20006

Attention: Cynthia Ho

A pre-addressed, pre-paid return courier label has been enclosed with this filing for the Commission's convenience. If the Commission prefers to use an alternative carrier or method of return, we are amenable to any method that ensures prompt delivery.

Alternative Electronic Transmission. In the event that the Commission transmits filed documents electronically, we respectfully request that the file-stamped Articles of Organization (or Certificate of Organization) be transmitted via email to:

Cynthia Ho

Email: cho@calderwoodharkness.com

We further request that the Commission assign a Virginia State Corporation Commission Entity ID number to Stonebridge Campus Holdings LLC and include such number on the returned file-stamped copy of the Articles of Organization or in any accompanying correspondence. The assigned Entity ID number is required for the preparation of ancillary filings, banking documentation, and the entity's operating agreement. Please note that a Federal Employer Identification Number (EIN) for Stonebridge Campus Holdings LLC has not yet been obtained; IHDC intends to apply for an EIN from the Internal Revenue Service promptly following receipt of confirmation that the Articles of Organization have been filed and the entity has been duly formed.

Request for Expedited Processing

We respectfully request that the Commission process this filing on an expedited basis, if such expedited processing is available. The formation of Stonebridge Campus Holdings LLC is time-sensitive in light of real estate acquisition closings and construction financing transactions involving the Stonebridge Data Center Campus that are anticipated to occur during the third and fourth quarters of 2025. Delays in the formation of the entity could materially affect the transaction timetable and the ability of the parties to satisfy conditions precedent to closing under the applicable purchase and sale agreement and construction loan commitment.

If an additional fee is required for expedited processing, we have enclosed a separate firm check in the amount of One Hundred Dollars ($100.00) to cover the Commission's current expedited processing fee, or such other amount as may be applicable. In the event that the expedited processing fee differs from the enclosed amount, we request that the Commission contact the undersigned so that we may promptly remit any additional sum required. If expedited processing is not available or the Commission determines that the enclosed additional fee is not necessary, we ask that the Commission return the unused check with the filed documents.

Contact Information

All questions, correspondence, or communications regarding this filing or the formation of Stonebridge Campus Holdings LLC should be directed to:

Cynthia Ho Lead Associate, Real Estate Practice Group Calderwood & Harkness LLP 1900 K Street NW, Suite 800 Washington, DC 20006 Telephone: (202) 555-7438

Email: cho@calderwoodharkness.com

For reference purposes, the Calderwood & Harkness matter number for this engagement is Matter No. 1043-00002. The client references for this matter are Ironhaven Data Centers LLC and Stonebridge Campus Holdings LLC. We respectfully request that the Commission include the matter number in any correspondence directed to our firm regarding this filing.

Closing

Thank you for your attention to this matter. We appreciate the Commission's prompt consideration of this filing and look forward to receiving confirmation of the formation of Stonebridge Campus Holdings LLC at your earliest convenience. Should you require any additional information or documentation in connection with this submission, please do not hesitate to contact the undersigned.

Very truly yours,

CALDERWOOD & HARKNESS LLP

By: ________

Cynthia Ho Associate Real Estate Practice Group Calderwood & Harkness LLP 1900 K Street NW, Suite 800 Washington, DC 20006 Telephone: (202) 555-7438

Email: cho@calderwoodharkness.com

Enclosures:

1. Articles of Organization — Stonebridge Campus Holdings LLC (two (2) executed originals)

2. Firm check in the amount of $100.00, payable to the State Corporation Commission (filing fee)

3. Firm check in the amount of $100.00, payable to the State Corporation Commission (expedited processing fee, if applicable)

4. Pre-addressed, pre-paid return courier label (Severin Partners LLC)

cc:

Douglas Fairchild, Partner, Calderwood & Harkness LLP (Responsible Partner) Angela Fontaine, Partner, Calderwood & Harkness LLP (Billing Partner) Grace Nakamura, Associate, Calderwood & Harkness LLP (Working Associate) Marcus Thorne, Chief Executive Officer, Ironhaven Data Centers LLC Priya Dasgupta, Chief Financial Officer, Ironhaven Data Centers LLC Leonard Castellano, Executive Vice President — Development, Ironhaven Data Centers LLC

CALDERWOOD & HARKNESS LLP ATTORNEYS AT LAW
CALDERWOOD & HARKNESS LLP
1900 K Street NW, Suite 800 Washington, DC 20006
Telephone: (202) 555-7400 Facsimile: (202) 555-7401 www.calderwoodharkness.com
Draft — To Be Dated Upon Filing
Matter No. 1043-00002
Prepared by: Cynthia Ho, Lead Associate Real Estate Practice Group
Supervised by: Douglas Fairchild, Partner Real Estate Practice Group
Clerk of the Commission Virginia State Corporation Commission Tyler Building 1300 East Main Street Richmond, Virginia 23219
Re: Filing of Articles of Organization — Stonebridge Campus Holdings LLC
Dear Clerk of the Commission:
Calderwood & Harkness LLP respectfully submits this letter on behalf of its client, Ironhaven Data Centers LLC ("IHDC"), a limited liability company duly organized and existing under the laws of the State of Delaware, with its principal office located at 44680 Prentice Drive, Suite 200, Ashburn, Virginia 20147 (Virginia State Corporation Commission Entity ID: S7491283; Federal Employer Identification Number: 84-3291057). IHDC has authorized this firm to act on its behalf in connection with all filings related to the formation of the entity described herein. We enclose herewith, for filing with the Virginia State Corporation Commission (the "Commission"), the Articles of Organization for Stonebridge Campus Holdings LLC, a Virginia limited liability company to be formed pursuant to the Virginia Limited Liability Company Act, codified at Title 13.1, Chapter 12 of the Code of Virginia (1950), as amended (the "Act").
IHDC is the sole organizer of Stonebridge Campus Holdings LLC and will serve as the sole initial member of the limited liability company upon its formation. The purpose of the formation of Stonebridge Campus Holdings LLC is to establish a single-purpose borrower entity for the acquisition, development, and operation of the Stonebridge Data Center Campus, a planned mission-critical data center facility located in Loudoun County, Virginia. The entity is being formed in connection with anticipated real estate acquisition closings and construction financing transactions, and accordingly, we would respectfully request that this filing receive the Commission's prompt attention, as described in further detail below.
Description of Enclosed Documents
Enclosed with this letter for filing with the Commission are the following documents:
1. Articles of Organization — Stonebridge Campus Holdings LLC. We have enclosed two (2) executed originals of the Articles of Organization, or such number of executed originals as may be required by the Commission. The Articles of Organization have been duly executed by IHDC, acting through its authorized signatory, in its capacity as the sole organizer of Stonebridge Campus Holdings LLC. The Articles of Organization set forth the following information, as required by Section 13.1-1011 of the Code of Virginia:
(a) Name of the Limited Liability Company. The name of the limited liability company is "Stonebridge Campus Holdings LLC." We have confirmed through a preliminary search of the Commission's records that this name is distinguishable from the name of any existing entity of record with the Commission and is otherwise in compliance with the naming requirements of the Act.
(b) Jurisdiction of Formation. The limited liability company is to be formed under the laws of the Commonwealth of Virginia.
(c) Principal Office Address. The principal office of Stonebridge Campus Holdings LLC shall be located at 44680 Prentice Drive, Suite 200, Ashburn, Virginia 20147, which address is co-located with the headquarters of IHDC, its sole member.
(d) Registered Agent and Registered Office. The name and address of the registered agent and the street address of the registered office in the Commonwealth of Virginia are set forth in the Articles of Organization as filed. The registered agent has consented to serve in such capacity and has signed the Articles of Organization or a separate written consent, as required by the Act. The registered office is a business office of the registered agent located in the Commonwealth of Virginia, as required by Section 13.1-1015 of the Code of Virginia.
(e) Organizer. The organizer of Stonebridge Campus Holdings LLC is Ironhaven Data Centers LLC, a Delaware limited liability company, whose address is 44680 Prentice Drive, Suite 200, Ashburn, Virginia 20147.
(f) Effective Date. The Articles of Organization provide that the formation of Stonebridge Campus Holdings LLC shall be effective upon issuance by the Commission, unless a specific effective date has been inserted in the Articles of Organization at the time of filing. If a specific future effective date is designated in the Articles, we respectfully request that the Commission process the filing in accordance with such designation.
(g) Management Structure. Stonebridge Campus Holdings LLC will be member-managed. IHDC, as the sole member, will manage the affairs of the limited liability company in accordance with the terms of the operating agreement to be entered into following the formation of the entity.
Filing Fee
Enclosed with this letter is our firm check in the amount of One Hundred Dollars ($100.00), payable to the order of the "State Corporation Commission," representing the filing fee currently required by the Commission for the filing of Articles of Organization of a Virginia limited liability company pursuant to Section 13.1-1005 of the Code of Virginia and the Commission's current schedule of fees. We understand this to be the correct filing fee as of the date of preparation of this letter.
In the event that the filing fee has been revised or otherwise adjusted since the date of preparation of this submission, we respectfully request that the Commission contact the undersigned at the telephone number or email address set forth below so that we may promptly remit any additional amount required. We ask that the Commission not return the filing for insufficient fees without first providing us an opportunity to cure any deficiency in the fee amount.
Instructions for Processing and Return
We respectfully request that the Commission file the enclosed Articles of Organization and, upon filing, return a file-stamped copy of the Articles of Organization (or a Certificate of Organization, as applicable under the Commission's current practices) to Calderwood & Harkness LLP at the address indicated below.
Preferred Return Method — Overnight Courier. We request that the filed documents be returned by overnight courier to:
Calderwood & Harkness LLP 1900 K Street NW, Suite 800 Washington, DC 20006
Attention: Cynthia Ho
A pre-addressed, pre-paid return courier label has been enclosed with this filing for the Commission's convenience. If the Commission prefers to use an alternative carrier or method of return, we are amenable to any method that ensures prompt delivery.
Alternative Electronic Transmission. In the event that the Commission transmits filed documents electronically, we respectfully request that the file-stamped Articles of Organization (or Certificate of Organization) be transmitted via email to:
Cynthia Ho
Email: cho@calderwoodharkness.com
We further request that the Commission assign a Virginia State Corporation Commission Entity ID number to Stonebridge Campus Holdings LLC and include such number on the returned file-stamped copy of the Articles of Organization or in any accompanying correspondence. The assigned Entity ID number is required for the preparation of ancillary filings, banking documentation, and the entity's operating agreement. Please note that a Federal Employer Identification Number (EIN) for Stonebridge Campus Holdings LLC has not yet been obtained; IHDC intends to apply for an EIN from the Internal Revenue Service promptly following receipt of confirmation that the Articles of Organization have been filed and the entity has been duly formed.
Request for Expedited Processing
We respectfully request that the Commission process this filing on an expedited basis, if such expedited processing is available. The formation of Stonebridge Campus Holdings LLC is time-sensitive in light of real estate acquisition closings and construction financing transactions involving the Stonebridge Data Center Campus that are anticipated to occur during the third and fourth quarters of 2025. Delays in the formation of the entity could materially affect the transaction timetable and the ability of the parties to satisfy conditions precedent to closing under the applicable purchase and sale agreement and construction loan commitment.
If an additional fee is required for expedited processing, we have enclosed a separate firm check in the amount of One Hundred Dollars ($100.00) to cover the Commission's current expedited processing fee, or such other amount as may be applicable. In the event that the expedited processing fee differs from the enclosed amount, we request that the Commission contact the undersigned so that we may promptly remit any additional sum required. If expedited processing is not available or the Commission determines that the enclosed additional fee is not necessary, we ask that the Commission return the unused check with the filed documents.
Contact Information
All questions, correspondence, or communications regarding this filing or the formation of Stonebridge Campus Holdings LLC should be directed to:
Cynthia Ho Lead Associate, Real Estate Practice Group Calderwood & Harkness LLP 1900 K Street NW, Suite 800 Washington, DC 20006 Telephone: (202) 555-7438
Email: cho@calderwoodharkness.com
For reference purposes, the Calderwood & Harkness matter number for this engagement is Matter No. 1043-00002. The client references for this matter are Ironhaven Data Centers LLC and Stonebridge Campus Holdings LLC. We respectfully request that the Commission include the matter number in any correspondence directed to our firm regarding this filing.
Closing
Thank you for your attention to this matter. We appreciate the Commission's prompt consideration of this filing and look forward to receiving confirmation of the formation of Stonebridge Campus Holdings LLC at your earliest convenience. Should you require any additional information or documentation in connection with this submission, please do not hesitate to contact the undersigned.
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Cynthia Ho Associate Real Estate Practice Group Calderwood & Harkness LLP 1900 K Street NW, Suite 800 Washington, DC 20006 Telephone: (202) 555-7438
Email: cho@calderwoodharkness.com
Enclosures:
1. Articles of Organization — Stonebridge Campus Holdings LLC (two (2) executed originals)
2. Firm check in the amount of $100.00, payable to the State Corporation Commission (filing fee)
3. Firm check in the amount of $100.00, payable to the State Corporation Commission (expedited processing fee, if applicable)
4. Pre-addressed, pre-paid return courier label (Severin Partners LLC)
cc:
Douglas Fairchild, Partner, Calderwood & Harkness LLP (Responsible Partner) Angela Fontaine, Partner, Calderwood & Harkness LLP (Billing Partner) Grace Nakamura, Associate, Calderwood & Harkness LLP (Working Associate) Marcus Thorne, Chief Executive Officer, Ironhaven Data Centers LLC Priya Dasgupta, Chief Financial Officer, Ironhaven Data Centers LLC Leonard Castellano, Executive Vice President — Development, Ironhaven Data Centers LLC

CALDERWOOD & HARKNESS LLP ATTORNEYS AT LAW

CALDERWOOD & HARKNESS LLP

CALDERWOOD & HARKNESS LLP

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