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

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SECRETARY'S CERTIFICATE OF IRONHAVEN DATA CENTERS LLC

(Authority to Enter Into Transactions — Stonebridge Data Center Campus)

Calderwood & Harkness LLP Matter No. 1043-00002

Draft — To Be Dated as of the Applicable Closing Date(s)

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SECRETARY'S CERTIFICATE OF IRONHAVEN DATA CENTERS LLC

The undersigned, being the duly appointed Secretary (or authorized officer acting in such capacity) of Ironhaven Data Centers LLC, a limited liability company duly organized and validly existing under the laws of the State of Delaware (referred to herein as "IHDC" or the "Company"), with its principal office located at 44680 Prentice Drive, Suite 200, Ashburn, Virginia 20147, hereby certifies as follows.

This Secretary's Certificate (this "Certificate") is delivered in connection with the Stonebridge Data Center Campus development project (the "Project"), a ground-up data center campus development with a total estimated project budget of Six Hundred Million Dollars ($600,000,000), to be located in Loudoun County, Virginia, as more particularly described in Section 3 below.

This Certificate is delivered for the benefit of, and may be relied upon by, each of the following parties and their respective successors and assigns:

(a) Blackthorn Realty Group, Inc. ("Blackthorn"), a Virginia corporation, as seller of the Stonebridge Parcel (as defined herein);

(b) Meridian Acres LLC ("Meridian"), a Virginia limited liability company, as seller of the Meridian Parcel (as defined herein);

(c) Titan-McAllister Construction Group, LLC ("TMCG"), a Maryland limited liability company, as general contractor for the Project;

(d) Vantage Power Cooperative ("VPC"), a Virginia electric cooperative, as the provider of electrical service and related utility infrastructure for the Project;

(e) Summit National Bank, N.A. ("Summit"), a national banking association, in its capacity as Administrative Agent under the Construction Loan Agreement (as defined herein), together with Cascade Commercial Lending Corp., a Delaware corporation, and Harborview Trust Company, a Connecticut trust company, as Co-Lenders (Summit, Cascade Commercial Lending Corp., and Harborview Trust Company are referred to collectively herein as the "Lenders");

(f) Fidelitas Title & Escrow, Inc., in its capacity as title company and escrow agent for the land acquisition transactions described herein;

(g) Sovereign Title Insurance Company, in its capacity as title underwriter in connection with the land acquisition and construction loan transactions described herein; and

(h) such other parties as may reasonably rely on this Certificate in connection with the transactions described herein, including counsel to any of the foregoing parties.

The undersigned hereby certifies, on behalf of the Company and not in any individual or personal capacity, as follows:

SECTION 1: ORGANIZATION AND GOOD STANDING

1.1. IHDC is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware. IHDC was formed by the filing of its Certificate of Formation with the Office of the Secretary of State of the State of Delaware, and such Certificate of Formation, together with all amendments thereto, remains in full force and effect as of the date of this Certificate. IHDC has not been dissolved, merged, consolidated, or converted into any other form of entity.

1.2. IHDC is registered as a foreign limited liability company and is duly qualified and authorized to transact business in the Commonwealth of Virginia, as evidenced by the Certificate of Registration on file with the Virginia State Corporation Commission under Entity ID No. S7491283. IHDC's federal Employer Identification Number is 84-3291057. A copy of the Certificate of Good Standing from the Delaware Secretary of State is attached hereto as Exhibit D, and a copy of the Certificate of Registration from the Virginia State Corporation Commission is attached hereto as Exhibit E.

1.3. IHDC has full limited liability company power and authority under its organizational documents, the Delaware Limited Liability Company Act (6 Del. C. § 18-101 et seq.), and all applicable laws to (a) own, lease, and operate its properties and assets, (b) carry on its business as presently conducted, and (c) enter into, execute, deliver, and perform each of the Transactions (as defined in Section 3 below) and all agreements, instruments, documents, and certificates executed or to be executed in connection therewith.

1.4. IHDC is a portfolio company operating in the data center infrastructure and digital real estate sectors. As of the date of this Certificate, IHDC currently owns and operates three existing data center facilities in Northern Virginia, with an aggregate capacity of approximately forty-two megawatts (42 MW) of critical IT load. The Project, as described in Section 3 below, represents a significant expansion of the Company's portfolio and operational capacity within the Loudoun County, Virginia market.

1.5. No filing, registration, qualification, or authorization with any governmental authority, other than those that have already been obtained or are described in the Transactions, is required in connection with the Company's execution, delivery, and performance of the Transaction documents, except for such filings and recordings as are customary in connection with real estate acquisitions, construction financings, and land use entitlements in the Commonwealth of Virginia.

SECTION 2: ORGANIZATIONAL DOCUMENTS

2.1. Attached hereto as Exhibit A is a true, correct, and complete copy of the Certificate of Formation of Ironhaven Data Centers LLC, as filed with the Office of the Secretary of State of the State of Delaware, together with all amendments thereto through the date hereof (collectively, the "Certificate of Formation"). The Certificate of Formation has not been further amended, restated, supplemented, or revoked since the date of the most recent amendment reflected therein, and remains in full force and effect as of the date of this Certificate.

2.2. Attached hereto as Exhibit B is a true, correct, and complete copy of the Amended and Restated Limited Liability Company Agreement of Ironhaven Data Centers LLC, as currently in full force and effect (the "Operating Agreement"). The Operating Agreement has not been further amended, modified, supplemented, or restated except as reflected in the copy attached as Exhibit B, and such Operating Agreement constitutes the entire agreement among the members of the Company with respect to the governance and operation of the Company.

2.3. The ownership structure of the Company, as reflected in the Operating Agreement, is as follows:

(a) RCP Digital Holdings LLC, a Delaware limited liability company ("RCP Digital"), holds ninety-two percent (92%) of the membership interests in the Company. RCP Digital is a wholly owned subsidiary of Ridgeline Capital Partners Fund IV, LP, a Delaware limited partnership ("Ridgeline Fund IV" or the "Fund"). The general partner of Ridgeline Fund IV is Ridgeline Capital Management LLC, a Delaware limited liability company, whose Managing Partner is Julian Hargrove. Accordingly, Ridgeline Fund IV indirectly holds its ninety-two percent (92%) interest in the Company through RCP Digital.

(b) Ironhaven Management Incentive Pool LLC, a Delaware limited liability company (the "Management Pool"), holds the remaining eight percent (8%) of the membership interests in the Company. The Management Pool was formed to facilitate management incentive equity allocations in connection with the Company's operations and portfolio development activities.

2.4. No other person or entity holds any membership interest, equity interest, option, warrant, convertible instrument, or other right to acquire any membership interest or equity interest in the Company, except as set forth in the Operating Agreement.

SECTION 3: DESCRIPTION OF THE TRANSACTIONS

For purposes of this Certificate, the term "Transactions" shall mean, collectively, each of the following agreements, instruments, undertakings, and related matters described in Sections 3.1 through 3.10 below, together with all exhibits, schedules, amendments, modifications, supplements, certificates, side letters, and ancillary documents executed or to be executed in connection therewith.

3.1 Land Acquisition — Stonebridge Parcel

The Company has entered into, or will enter into, the following agreements and instruments in connection with the acquisition of the Stonebridge Parcel:

(a) Purchase and Sale Agreement, dated as of April 15, 2025 (the "Stonebridge PSA"), by and between Blackthorn Realty Group, Inc., a Virginia corporation, as seller ("Seller"), and Ironhaven Data Centers LLC, a Delaware limited liability company, as buyer ("Buyer"), for the acquisition of approximately sixty-two (62.0) acres of land located at the northeast corner of Belmont Ridge Road and Stonebridge Boulevard, Loudoun County, Virginia, as more particularly described by metes and bounds in the Stonebridge PSA and identified in the Loudoun County land records under Tax Map Reference No. /95-4A-1/// (the "Stonebridge Parcel"), for a purchase price of Fifty-Eight Million Five Hundred Thousand Dollars ($58,500,000).

(b) In connection with the Stonebridge PSA, the Company has agreed to deliver an earnest money deposit in the aggregate amount of Two Million Nine Hundred Twenty-Five Thousand Dollars ($2,925,000), representing five percent (5%) of the purchase price, payable in two tranches of One Million Four Hundred Sixty-Two Thousand Five Hundred Dollars ($1,462,500) each. The first tranche is due upon execution of the Stonebridge PSA, and the second tranche is due upon the expiration of the due diligence period.

(c) The Stonebridge PSA provides for a due diligence period of ninety (90) days from the date of execution of the Stonebridge PSA, expiring on July 14, 2025, during which the Company may conduct environmental, geotechnical, survey, title, and other inspections of the Stonebridge Parcel.

(d) The targeted closing date for the acquisition of the Stonebridge Parcel is September 15, 2025, subject to satisfaction of all conditions to closing set forth in the Stonebridge PSA.

(e) Escrow Agreement by and among the Company, Blackthorn, and Fidelitas Title & Escrow, Inc., as escrow agent, governing the deposit, investment, and disbursement of the earnest money deposit and other funds in connection with the Stonebridge PSA.

(f) Assignment and Assumption Agreement, pursuant to which the Company will assign all of its right, title, and interest in, to, and under the Stonebridge PSA to Stonebridge Campus Holdings LLC, a to-be-formed Virginia limited liability company wholly owned by the Company, and Stonebridge Campus Holdings LLC will assume all of the Company's obligations thereunder.

(g) All amendments, supplements, addenda, letter agreements, and ancillary documents related to the foregoing.

3.2 Land Acquisition — Meridian Parcel

The Company has entered into, or will enter into, the following agreements and instruments in connection with the acquisition of the Meridian Parcel:

(a) Purchase and Sale Agreement, dated as of April 22, 2025 (the "Meridian PSA"), by and between Meridian Acres LLC, a Virginia limited liability company (managed by Theodore Ashford), as seller, and Ironhaven Data Centers LLC, a Delaware limited liability company, as buyer, for the acquisition of approximately nineteen and four-tenths (19.4) acres of land adjacent to the Stonebridge Parcel in Loudoun County, Virginia, as more particularly described by metes and bounds in the Meridian PSA and identified in the Loudoun County land records under Tax Map Reference No. /95-4A-2/// (the "Meridian Parcel"), for a purchase price of Nineteen Million Four Hundred Thousand Dollars ($19,400,000).

(b) In connection with the Meridian PSA, the Company has agreed to deliver an earnest money deposit in the amount of Nine Hundred Seventy Thousand Dollars ($970,000), representing five percent (5%) of the purchase price, payable in full upon execution of the Meridian PSA.

(c) The Meridian PSA provides for a due diligence period of seventy-five (75) days from the date of execution of the Meridian PSA, expiring on July 7, 2025, during which the Company may conduct environmental, geotechnical, survey, title, and other inspections of the Meridian Parcel.

(d) The targeted closing date for the acquisition of the Meridian Parcel is September 15, 2025, subject to satisfaction of all conditions to closing set forth in the Meridian PSA.

(e) Escrow Agreement by and among the Company, Meridian Acres LLC, and Fidelitas Title & Escrow, Inc., as escrow agent, governing the deposit, investment, and disbursement of the earnest money deposit and other funds in connection with the Meridian PSA.

(f) All amendments, supplements, addenda, letter agreements, and ancillary documents related to the foregoing.

3.3 Entity Formation

In connection with the Project, the Company will undertake the following entity formation actions:

(a) The formation of Stonebridge Campus Holdings LLC as a Virginia limited liability company, to be wholly owned by the Company, which shall serve as the single-purpose borrower entity for the Project and the owner of the Stonebridge Parcel and the Meridian Parcel following the consummation of the land acquisition transactions described in Sections 3.1 and 3.2 above.

(b) The execution and delivery of the Operating Agreement of Stonebridge Campus Holdings LLC, by the Company as the sole member thereof.

(c) The filing of the Articles of Organization for Stonebridge Campus Holdings LLC with the Virginia State Corporation Commission, together with all related filings, registrations, and qualifications as may be necessary or required under applicable law.

3.4 EPC Agreement

The Company has negotiated, or will negotiate, enter into, execute, and deliver the following in connection with the design and construction of the Stonebridge Data Center Campus:

(a) Engineering, Procurement, and Construction Agreement (the "EPC Agreement"), by and between the Company (or Stonebridge Campus Holdings LLC, as assignee) and Titan-McAllister Construction Group, LLC, a Maryland limited liability company ("TMCG"), for the design and construction of the Stonebridge Data Center Campus, including the following scope of work:

(i) Four (4) data center buildings, designated as Buildings A, B, C, and D, each comprising approximately one hundred twenty thousand (120,000) square feet of gross floor area and designed to support twenty-four megawatts (24 MW) of critical IT load per building;

(ii) A central utility plant providing chilled water, emergency power generation, and other mechanical infrastructure to serve all four data center buildings;

(iii) Site civil work, including grading, paving, stormwater management, utilities infrastructure, and landscaping; and

(iv) Structured parking facilities for the campus.

(b) The EPC Agreement provides for a Guaranteed Maximum Price of Four Hundred Twelve Million Dollars ($412,000,000).

(c) The total design capacity of the Stonebridge Data Center Campus upon full build-out is ninety-six megawatts (96 MW) of critical IT load, with a total gross floor area of approximately four hundred eighty thousand (480,000) square feet.

(d) The anticipated construction duration is twenty-four (24) months from the date of issuance of the Notice to Proceed ("NTP"), with a targeted NTP date of November 1, 2025.

(e) The scheduled dates for Substantial Completion are as follows:

(i) Building A: August 1, 2027; and

(ii) Buildings B, C, and D: November 1, 2027.

(f) A Performance Bond and a Payment Bond, each in the penal sum of Four Hundred Twelve Million Dollars ($412,000,000), to be issued by Great Basin Surety & Insurance Corp. in favor of the Company (or Stonebridge Campus Holdings LLC, as applicable) as obligee.

(g) All exhibits, schedules, drawings, specifications, amendments, change orders, and ancillary documents related to the EPC Agreement.

3.5 Power / Utility Agreements

The Company has negotiated, or will negotiate, enter into, execute, and deliver the following agreements in connection with the provision of electrical service and utility infrastructure for the Project:

(a) Large Load Service Agreement (the "LLSA"), by and between Vantage Power Cooperative ("VPC"), a Virginia electric cooperative, and the Company (or Stonebridge Campus Holdings LLC, as assignee), for the provision of electrical service to the Stonebridge Data Center Campus, providing for a contracted demand of one hundred twenty megavolt-amperes (120 MVA) over a term of ten (10) years (VPC Service Application No. LSA-2025-0091).

(b) Line Extension Funding Agreement (the "LEFA"), by and between VPC and the Company (or Stonebridge Campus Holdings LLC, as assignee), pursuant to which the Company will contribute Eighteen Million Five Hundred Thousand Dollars ($18,500,000) toward the cost of extending and upgrading electrical distribution infrastructure to serve the Stonebridge Data Center Campus.

(c) Substation Easement Agreement, by and between the owner of the Meridian Parcel (i.e., the Company or Stonebridge Campus Holdings LLC, following acquisition) and VPC, granting VPC a perpetual easement over a designated portion of the Meridian Parcel for the construction, operation, and maintenance of a dedicated 230kV/34.5kV substation serving the Stonebridge Data Center Campus.

(d) All amendments, supplements, letter agreements, and ancillary documents related to the foregoing.

3.6 Construction Financing

The Company has negotiated, or will negotiate, enter into, execute, and deliver the following agreements and instruments in connection with the construction financing for the Project:

(a) Construction Loan Agreement (the "Construction Loan Agreement"), by and among Stonebridge Campus Holdings LLC, as borrower, Summit National Bank, N.A. ("Summit"), a national banking association, as Administrative Agent (Summit Loan Commitment Reference: CL-2025-VA-04418), and the following lenders:

(i) Summit National Bank, N.A., with a commitment of One Hundred Eighty Million Dollars ($180,000,000);

(ii) Cascade Commercial Lending Corp., a Delaware corporation, with a commitment of One Hundred Thirty Million Dollars ($130,000,000); and

(iii) Harborview Trust Company, a Connecticut trust company, with a commitment of Eighty Million Dollars ($80,000,000),

for an aggregate senior secured construction loan facility in the principal amount of Three Hundred Ninety Million Dollars ($390,000,000) (the "Construction Loan").

(b) The Construction Loan bears interest at a rate equal to Term SOFR plus 285 basis points (2.85%) per annum, with a SOFR floor of 0.50% per annum. The unused commitment fee is 0.50% per annum on the undrawn portion of the Construction Loan. An arrangement fee of 1.00% of the total commitment amount, equal to Three Million Nine Hundred Thousand Dollars ($3,900,000), is payable at closing.

(c) The Construction Loan provides for a thirty-six (36) month draw period and a forty-eight (48) month maturity, with one (1) option to extend the maturity date for an additional twelve (12) months, subject to satisfaction of the conditions to extension set forth in the Construction Loan Agreement.

(d) Promissory Note in the principal amount of Three Hundred Ninety Million Dollars ($390,000,000), executed by Stonebridge Campus Holdings LLC in favor of Summit, as Administrative Agent for the Lenders.

(e) Deed of Trust, Assignment of Leases and Rents, and Security Agreement (the "Deed of Trust"), executed by Stonebridge Campus Holdings LLC as grantor, in favor of a trustee for the benefit of Summit, as Administrative Agent for the Lenders, encumbering the Stonebridge Parcel and the Meridian Parcel, together with all improvements thereon and appurtenances thereto, recorded or to be recorded among the land records of Loudoun County, Virginia.

(f) Completion Guaranty executed by IHDC in favor of Summit, as Administrative Agent for the Lenders, guaranteeing the lien-free completion of the Project in accordance with the plans and specifications and the terms of the Construction Loan Agreement.

(g) Carry Guaranty / Payment Guaranty executed by IHDC in favor of Summit, as Administrative Agent for the Lenders, guaranteeing the payment of certain carrying costs, including interest, taxes, insurance premiums, and other specified obligations during the term of the Construction Loan.

(h) Environmental Indemnity Agreement executed by Stonebridge Campus Holdings LLC and IHDC in favor of Summit, as Administrative Agent for the Lenders, indemnifying the Lenders against losses arising from environmental contamination or hazardous substances affecting the Stonebridge Parcel and the Meridian Parcel.

(i) Pledge Agreement executed by IHDC in favor of Summit, as Administrative Agent for the Lenders, pledging one hundred percent (100%) of the membership interests in Stonebridge Campus Holdings LLC as additional collateral for the Construction Loan.

(j) Assignment of Contracts, Permits, and Approvals, executed by Stonebridge Campus Holdings LLC in favor of Summit, as Administrative Agent for the Lenders, assigning as collateral security all of the borrower's right, title, and interest in and to the EPC Agreement, the LLSA, the LEFA, all construction contracts, architectural and engineering agreements, permits, licenses, approvals, and entitlements related to the Project.

(k) Borrower's Closing Certificate and all other ancillary loan documents required by the Lenders in connection with the closing of the Construction Loan, including, without limitation, officer's certificates, incumbency certificates, legal opinions, insurance certificates, title endorsements, and environmental reports.

(l) The Construction Loan Agreement requires a minimum equity contribution of Fifty-Two Million Five Hundred Thousand Dollars ($52,500,000), representing twenty-five percent (25%) of the total equity commitment of Two Hundred Ten Million Dollars ($210,000,000), to be funded by the Company prior to the first advance under the Construction Loan.

(m) The Construction Loan Agreement contains the following financial covenants, among others:

(i) Loan-to-Cost Ratio: not to exceed sixty-five percent (65%) at any time during the term of the Construction Loan; and

(ii) Debt Service Coverage Ratio at Stabilization: not less than 1.25x, tested as of the date that is twelve (12) months following the date of Substantial Completion of the last building to achieve Substantial Completion.

3.7 Equity Arrangements

The Company has negotiated, or will negotiate, enter into, execute, and deliver the following agreements and instruments in connection with the equity capitalization of the Project:

(a) Equity Contribution Agreement (the "Equity Contribution Agreement"), by and between Ridgeline Capital Partners Fund IV, LP, a Delaware limited partnership, and Ironhaven Data Centers LLC, committing the Fund to contribute equity in the aggregate amount of Two Hundred Ten Million Dollars ($210,000,000) to the Company for the development, construction, and financing of the Project, representing approximately thirty-five percent (35%) of the total estimated project budget of Six Hundred Million Dollars ($600,000,000).

(b) Side Letter from Ridgeline Capital Partners Fund IV, LP, addressed to Summit National Bank, N.A., as Administrative Agent, and the Lenders, for the benefit of the Lenders, confirming the Fund's commitment to fund equity contributions in accordance with the Equity Contribution Agreement and providing such representations, covenants, and acknowledgments as may be required by the Lenders.

3.8 Easements and Related Agreements

The Company has negotiated, or will negotiate, enter into, execute, and deliver the following agreements and instruments in connection with the establishment of easements and shared infrastructure for the Project:

(a) Cross-Access and Utility Easement Agreement, by and between the owner(s) of the Stonebridge Parcel and the Meridian Parcel (i.e., the Company or Stonebridge Campus Holdings LLC, as applicable), establishing reciprocal easements for vehicular and pedestrian access, ingress and egress, and shared utility corridors across the Stonebridge Parcel and the Meridian Parcel, to be recorded among the land records of Loudoun County, Virginia.

(b) Stormwater Management Facility Easement and Maintenance Agreement, by and between the owner(s) of the Stonebridge Parcel and the Meridian Parcel (i.e., the Company or Stonebridge Campus Holdings LLC, as applicable) and Loudoun County, Virginia, or such other governmental authority as may have jurisdiction over stormwater management facilities, establishing easements and maintenance obligations for stormwater management facilities serving the Project.

3.9 Entitlements. The Company has filed, or will file, the following applications, submissions, and commitments in connection with the land use entitlements for the Project:

(a) Zoning Modification Application under Loudoun County Application No. ZMOD-2025-0038, together with a related proffer statement for data center use under the Loudoun County Zoning Ordinance, seeking the necessary zoning modifications, conditions, and approvals to permit the development and operation of the Stonebridge Data Center Campus on the Stonebridge Parcel and the Meridian Parcel.

(b) The estimated proffer commitments in connection with the ZMOD application are approximately Two Million Four Hundred Thousand Dollars ($2,400,000), calculated at a rate of Five Dollars ($5.00) per square foot of gross floor area, based on a total gross floor area of approximately four hundred eighty thousand (480,000) square feet.

(c) All related applications, submissions, commitments, proffers, conditions, and agreements with Loudoun County, Virginia, and any other governmental authority having jurisdiction over the Project site.

3.10 Catch-All. In addition to the specific agreements, instruments, and undertakings described in Sections 3.1 through 3.9 above, the term "Transactions" shall include all other agreements, instruments, certificates, documents, filings, applications, and undertakings that are necessary, advisable, or desirable in connection with (a) the foregoing Transactions and (b) the development, construction, financing, leasing, and operation of the Stonebridge Data Center Campus, including, without limitation, title insurance policies, survey certifications, environmental assessments, insurance policies, consultant agreements, utility applications, and governmental filings and approvals.

SECTION 4: RESOLUTIONS / MEMBER APPROVAL

4.1. Attached hereto as Exhibit C is a true, correct, and complete copy of the Written Consent of the Members of Ironhaven Data Centers LLC (the "Member Consent"), duly adopted and effective as of the date set forth therein, authorizing and approving the following actions by the Company:

(a) The entry into, execution, and delivery of the Stonebridge PSA, the Meridian PSA, and all related documents, including, without limitation, the escrow agreements with Fidelitas Title & Escrow, Inc., and the payment of the aggregate purchase price of Seventy-Seven Million Nine Hundred Thousand Dollars ($77,900,000) for the Stonebridge Parcel and the Meridian Parcel;

(b) The formation of Stonebridge Campus Holdings LLC as a Virginia limited liability company wholly owned by the Company, and the execution and delivery of its Operating Agreement;

(c) The assignment and assumption of the Stonebridge PSA and the Meridian PSA from the Company to Stonebridge Campus Holdings LLC;

(d) The entry into, execution, and delivery of the EPC Agreement with Titan-McAllister Construction Group, LLC, providing for a Guaranteed Maximum Price of Four Hundred Twelve Million Dollars ($412,000,000), and all related exhibits, schedules, bonds, and ancillary documents;

(e) The entry into, execution, and delivery of the Large Load Service Agreement, the Line Extension Funding Agreement (providing for a Company contribution of Eighteen Million Five Hundred Thousand Dollars ($18,500,000)), and the Substation Easement Agreement with Vantage Power Cooperative, and all related ancillary documents;

(f) The entry into, execution, and delivery of the Construction Loan Agreement and all related loan documents with Summit National Bank, N.A., as Administrative Agent, and the Lenders, providing for a senior secured construction loan facility in the aggregate principal amount of Three Hundred Ninety Million Dollars ($390,000,000), including, without limitation, the Promissory Note, the Deed of Trust, the Completion Guaranty, the Carry Guaranty/Payment Guaranty, the Environmental Indemnity Agreement, the Pledge Agreement, the Assignment of Contracts, Permits, and Approvals, and the Borrower's Closing Certificate;

(g) The entry into, execution, and delivery of the Equity Contribution Agreement with Ridgeline Capital Partners Fund IV, LP, committing Two Hundred Ten Million Dollars ($210,000,000) in equity for the Project, together with the Side Letter for the benefit of the Lenders and all ancillary equity documents;

(h) The entry into, execution, and delivery of the Cross-Access and Utility Easement Agreement, the Stormwater Management Facility Easement and Maintenance Agreement, the proffer commitments in connection with the ZMOD application (estimated at Two Million Four Hundred Thousand Dollars ($2,400,000)), and all related instruments, filings, and applications with Loudoun County, Virginia;

(i) The authorization and empowerment of the officers of the Company, and in particular Marcus Thorne (Chief Executive Officer) and Priya Dasgupta (Chief Financial Officer), to take all actions, execute and deliver all instruments and documents, and make all filings and submissions as may be necessary, advisable, or desirable to consummate the Transactions and to carry out the purposes and intent of the Member Consent, with full power and authority to determine the terms, conditions, and provisions of any such instruments and documents to the extent not otherwise specified in the Member Consent; and

(j) The authorization of a total project budget of Six Hundred Million Dollars ($600,000,000) for the Stonebridge Data Center Campus.

4.2. The Member Consent remains in full force and effect as of the date of this Certificate and has not been amended, modified, rescinded, revoked, or superseded in any respect since the date of its adoption.

4.3. The Member Consent was duly adopted in accordance with the provisions of the Operating Agreement and all applicable provisions of the Delaware Limited Liability Company Act (6 Del. C. § 18-101 et seq.), including, without limitation, the provisions thereof relating to written consents in lieu of meetings of members. All requisite approvals, including the approval of members holding the required percentage of membership interests as specified in the Operating Agreement, were obtained.

4.4. No further consent, approval, vote, or other action of any member, manager, officer, or other person is required under the Operating Agreement, the Certificate of Formation, or applicable law in order to authorize the Company's entry into, execution, delivery, and performance of the Transactions and the Transaction documents.

SECTION 5: INCUMBENCY AND AUTHORITY OF OFFICERS

5.1. The undersigned hereby certifies that the following persons are duly appointed officers of Ironhaven Data Centers LLC, holding the titles set forth opposite their respective names as of the date of this Certificate, and that the signatures set forth opposite their respective names are their true and genuine signatures:

5.2. Each of Marcus Thorne, in his capacity as Chief Executive Officer, and Priya Dasgupta, in her capacity as Chief Financial Officer, is duly authorized, individually and without the need for any additional consent, approval, joinder, or co-signature from any other person, to execute and deliver on behalf of the Company any and all of the Transaction documents described in Section 3 of this Certificate, together with any amendments, modifications, supplements, restatements, waivers, consents, certificates, acknowledgments, and ancillary documents related thereto. Neither the authority of Mr. Thorne nor the authority of Ms. Dasgupta is subject to any limitation, condition, or restriction that would impair or diminish his or her ability to bind the Company with respect to any of the Transactions.

5.3. Leonard Castellano, in his capacity as Executive Vice President, Development, is authorized to execute and deliver on behalf of the Company documents related to the land acquisition, entitlement, and construction workstreams of the Project, including, without limitation, the Stonebridge PSA, the Meridian PSA, the EPC Agreement, the LLSA, the LEFA, the Substation Easement Agreement, the ZMOD application and related proffer statement, and all amendments, supplements, and ancillary documents related thereto, subject to such limitations as may be set forth in the Member Consent. Mr. Castellano's authority to execute and deliver financing documents, guaranties, pledges, and other credit-related instruments on behalf of the Company is subject to the specific limitations set forth in the Member Consent.

5.4. The foregoing authorizations include, without limitation, the power to execute in the name of and on behalf of the Company, to affix the seal of the Company (if any), and to deliver any and all instruments, agreements, certificates, affidavits, and documents as may be required or requested by any party to the Transactions or by any governmental authority, title company, title underwriter, lender, or other person in connection with the consummation of the Transactions.

5.5. No person other than the officers identified in this Section 5 is authorized to execute or deliver any of the Transaction documents on behalf of the Company, unless separately authorized by the Member Consent or by a subsequent resolution or consent of the members of the Company.

SECTION 6: NO CONFLICTS; COMPLIANCE

6.1. The undersigned hereby certifies that the execution, delivery, and performance by the Company of each of the Transaction documents described in Section 3 of this Certificate do not and will not:

(a) violate or conflict with any provision of the Certificate of Formation or the Operating Agreement of the Company;

(b) violate or conflict with any law, statute, rule, regulation, ordinance, order, judgment, injunction, writ, or decree of any federal, state, local, or foreign governmental authority applicable to the Company or any of its properties or assets;

(c) result in a breach of, or constitute a default (or an event that, with the giving of notice or lapse of time, or both, would constitute a default) under, any material agreement, contract, indenture, mortgage, deed of trust, lease, license, instrument, or other obligation to which the Company is a party or by which any of its properties or assets is bound or affected; or

(d) require any consent, approval, authorization, order, filing, registration, or qualification of or with any court, governmental authority, regulatory body, or other person that has not already been obtained, given, made, or taken, or that will not be obtained, given, made, or taken prior to or substantially concurrently with the applicable closing date(s), except for such filings and recordings as are customary in connection with real estate acquisitions, construction financings, and land use entitlements in the Commonwealth of Virginia.

6.2. To the knowledge of the undersigned, after due inquiry, there is no pending or, to the best of the undersigned's knowledge, threatened litigation, arbitration, proceeding, investigation, or governmental inquiry against or involving the Company, its officers, its members, or any of its properties or assets that would, individually or in the aggregate, reasonably be expected to (a) materially impair the Company's ability to enter into or perform its obligations under any of the Transaction documents, (b) result in a material adverse change in the financial condition, business, operations, or prospects of the Company, or (c) challenge or seek to restrain, enjoin, or prevent the consummation of any of the Transactions.

SECTION 7: NO DISSOLUTION, BANKRUPTCY, OR INSOLVENCY

7.1. No action has been taken, and no proceeding has been commenced, is pending, or, to the best of the undersigned's knowledge, is contemplated or threatened, for the dissolution, liquidation, winding up, termination, or cancellation of the Company, whether by voluntary action of the members, by judicial decree, or otherwise. No event has occurred that would constitute a dissolution event under the Operating Agreement or the Delaware Limited Liability Company Act.

7.2. No petition in bankruptcy or for reorganization, arrangement, adjustment of debts, or similar relief has been filed by or against the Company under the United States Bankruptcy Code (11 U.S.C. § 101 et seq.) or any comparable state or federal insolvency law. No receiver, trustee, custodian, liquidator, assignee for the benefit of creditors, or similar official has been appointed for the Company or for any substantial part of its property or assets, and no such appointment has been sought, requested, or is pending or contemplated. The Company has not made any general assignment for the benefit of creditors.

7.3. The Company is solvent, is paying its debts as they become due in the ordinary course of business, and will not be rendered insolvent by the consummation of the Transactions. The Company's assets exceed its liabilities (including contingent, subordinated, unmatured, and unliquidated liabilities), and the Company has adequate capital to carry on its business as presently conducted and as contemplated by the Transactions.

SECTION 8: REPRESENTATIONS REGARDING OWNERSHIP STRUCTURE

8.1. The undersigned hereby confirms that, as of the date hereof, the membership interests in Ironhaven Data Centers LLC are owned, beneficially and of record, as follows:

8.2. The undersigned further confirms that Ridgeline Capital Partners Fund IV, LP (indirectly through RCP Digital Holdings LLC) holds at least fifty-one percent (51%) of the equity interests in the Company, in compliance with the change of control provisions of the Construction Loan Agreement, including, without limitation, the provisions requiring that the sponsor maintain a controlling interest in the borrower (directly or indirectly) throughout the term of the Construction Loan.

8.3. No transfer, assignment, pledge, encumbrance, or other disposition of any membership interest in the Company has occurred since the date of the Operating Agreement that is not reflected therein, except as disclosed in writing to the Lenders. The membership interests in the Company set forth in this Section 8 are free and clear of all liens, encumbrances, pledges, security interests, and adverse claims, except for the pledge of the membership interests in Stonebridge Campus Holdings LLC pursuant to the Pledge Agreement described in Section 3.6(i) above.

SECTION 9: RELIANCE

9.1. This Certificate is delivered with the knowledge and intent that each of the parties to the Transactions, and their respective counsel, successors, and assigns, may rely upon the certifications, representations, and confirmations contained herein, including, without limitation:

(a) Whitfield, Poole & Stratton LLP, as counsel to Blackthorn Realty Group, Inc.;

(b) Dunleavy & Marsh, PLLC, as counsel to Meridian Acres LLC;

(d) Fidelitas Title & Escrow, Inc., as title company and escrow agent;

(e) Sovereign Title Insurance Company, as title underwriter; and

(f) such other parties and their counsel as may reasonably rely on this Certificate in connection with the Transactions.

9.2. Calderwood & Harkness LLP, as counsel to Ironhaven Data Centers LLC, may rely upon this Certificate in rendering its legal opinion letter (or letters) in connection with the closing of the Construction Loan and such other closings as may be required in connection with the Transactions. The certifications contained herein shall be deemed to have been made for the express benefit of Calderwood & Harkness LLP for such purpose.

9.3. This Certificate may be delivered in counterparts and by electronic transmission (including portable document format (.pdf)), each of which shall be deemed an original and all of which together shall constitute one and the same instrument.

SECTION 10: GOVERNING LAW

This Certificate shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia, without giving effect to any choice of law or conflict of laws rules or provisions (whether of the Commonwealth of Virginia or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the Commonwealth of Virginia.

IN WITNESS WHEREOF, the undersigned has executed this Secretary's Certificate as of the date first written above.

IRONHAVEN DATA CENTERS LLC

By: ________

Name: ________

Title: Secretary (or Authorized Officer)

Date: ________

ACKNOWLEDGMENT / CONFIRMATION BY OFFICER

The undersigned, Marcus Thorne, Chief Executive Officer of Ironhaven Data Centers LLC, hereby confirms the accuracy of the incumbency and signature certifications set forth in Section 5 of the foregoing Secretary's Certificate, including, without limitation, the certification that the individuals identified therein hold the respective titles indicated and that the signatures set forth therein are their true and genuine signatures. The undersigned further confirms that the certifying officer who executed the foregoing Secretary's Certificate is duly authorized to act in such capacity on behalf of the Company.

CONFIRMED AND ACKNOWLEDGED:

________________________________________

Marcus Thorne Chief Executive Officer Ironhaven Data Centers LLC

Date: ________

The undersigned, Priya Dasgupta, Chief Financial Officer of Ironhaven Data Centers LLC, hereby confirms the incumbency of the Secretary (or authorized officer) who executed the foregoing Secretary's Certificate and further confirms that such individual was duly authorized to execute and deliver this Certificate on behalf of the Company as of the date hereof.

CONFIRMED AND ACKNOWLEDGED:

________________________________________

Priya Dasgupta Chief Financial Officer Ironhaven Data Centers LLC

Date: ________

EXHIBIT A

Certificate of Formation

Ironhaven Data Centers LLC

(as filed with the Secretary of State of the State of Delaware, together with all amendments thereto)

[True, correct, and complete copy of the Certificate of Formation of Ironhaven Data Centers LLC, as filed with the Office of the Secretary of State of the State of Delaware, together with all amendments, corrections, and restatements thereto through the date of this Certificate, is attached hereto and incorporated herein by this reference.]

[DOCUMENT TO BE ATTACHED AT CLOSING]

EXHIBIT B

Operating Agreement

(or Amended and Restated Limited Liability Company Agreement)

Ironhaven Data Centers LLC

(as currently in full force and effect)

[True, correct, and complete copy of the Amended and Restated Limited Liability Company Agreement of Ironhaven Data Centers LLC, as currently in full force and effect, including all schedules, exhibits, and annexes thereto, is attached hereto and incorporated herein by this reference.]

[DOCUMENT TO BE ATTACHED AT CLOSING]

EXHIBIT C

Written Consent of the Members

Ironhaven Data Centers LLC

(Authorizing the Transactions)

[True, correct, and complete copy of the Written Consent of the Members of Ironhaven Data Centers LLC, duly adopted in accordance with the Operating Agreement and the Delaware Limited Liability Company Act, authorizing and approving the Transactions, is attached hereto and incorporated herein by this reference.]

The Member Consent reflects the following approvals, among others:

• Land acquisitions: Stonebridge PSA ($58,500,000) and Meridian PSA ($19,400,000); total aggregate land acquisition cost: $77,900,000

SECRETARY'S CERTIFICATE OF IRONHAVEN DATA CENTERS LLC
(Authority to Enter Into Transactions — Stonebridge Data Center Campus)
Calderwood & Harkness LLP Matter No. 1043-00002
Draft — To Be Dated as of the Applicable Closing Date(s)
Right-click to update Table of Contents
SECRETARY'S CERTIFICATE OF IRONHAVEN DATA CENTERS LLC
The undersigned, being the duly appointed Secretary (or authorized officer acting in such capacity) of Ironhaven Data Centers LLC, a limited liability company duly organized and validly existing under the laws of the State of Delaware (referred to herein as "IHDC" or the "Company"), with its principal office located at 44680 Prentice Drive, Suite 200, Ashburn, Virginia 20147, hereby certifies as follows.
This Secretary's Certificate (this "Certificate") is delivered in connection with the Stonebridge Data Center Campus development project (the "Project"), a ground-up data center campus development with a total estimated project budget of Six Hundred Million Dollars ($600,000,000), to be located in Loudoun County, Virginia, as more particularly described in Section 3 below.
This Certificate is delivered for the benefit of, and may be relied upon by, each of the following parties and their respective successors and assigns:
(a) Blackthorn Realty Group, Inc. ("Blackthorn"), a Virginia corporation, as seller of the Stonebridge Parcel (as defined herein);
(b) Meridian Acres LLC ("Meridian"), a Virginia limited liability company, as seller of the Meridian Parcel (as defined herein);
(c) Titan-McAllister Construction Group, LLC ("TMCG"), a Maryland limited liability company, as general contractor for the Project;
(d) Vantage Power Cooperative ("VPC"), a Virginia electric cooperative, as the provider of electrical service and related utility infrastructure for the Project;
(e) Summit National Bank, N.A. ("Summit"), a national banking association, in its capacity as Administrative Agent under the Construction Loan Agreement (as defined herein), together with Cascade Commercial Lending Corp., a Delaware corporation, and Harborview Trust Company, a Connecticut trust company, as Co-Lenders (Summit, Cascade Commercial Lending Corp., and Harborview Trust Company are referred to collectively herein as the "Lenders");
(f) Fidelitas Title & Escrow, Inc., in its capacity as title company and escrow agent for the land acquisition transactions described herein;
(g) Sovereign Title Insurance Company, in its capacity as title underwriter in connection with the land acquisition and construction loan transactions described herein; and
(h) such other parties as may reasonably rely on this Certificate in connection with the transactions described herein, including counsel to any of the foregoing parties.
The undersigned hereby certifies, on behalf of the Company and not in any individual or personal capacity, as follows:
SECTION 1: ORGANIZATION AND GOOD STANDING
1.1. IHDC is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware. IHDC was formed by the filing of its Certificate of Formation with the Office of the Secretary of State of the State of Delaware, and such Certificate of Formation, together with all amendments thereto, remains in full force and effect as of the date of this Certificate. IHDC has not been dissolved, merged, consolidated, or converted into any other form of entity.
1.2. IHDC is registered as a foreign limited liability company and is duly qualified and authorized to transact business in the Commonwealth of Virginia, as evidenced by the Certificate of Registration on file with the Virginia State Corporation Commission under Entity ID No. S7491283. IHDC's federal Employer Identification Number is 84-3291057. A copy of the Certificate of Good Standing from the Delaware Secretary of State is attached hereto as Exhibit D, and a copy of the Certificate of Registration from the Virginia State Corporation Commission is attached hereto as Exhibit E.
1.3. IHDC has full limited liability company power and authority under its organizational documents, the Delaware Limited Liability Company Act (6 Del. C. § 18-101 et seq.), and all applicable laws to (a) own, lease, and operate its properties and assets, (b) carry on its business as presently conducted, and (c) enter into, execute, deliver, and perform each of the Transactions (as defined in Section 3 below) and all agreements, instruments, documents, and certificates executed or to be executed in connection therewith.
1.4. IHDC is a portfolio company operating in the data center infrastructure and digital real estate sectors. As of the date of this Certificate, IHDC currently owns and operates three existing data center facilities in Northern Virginia, with an aggregate capacity of approximately forty-two megawatts (42 MW) of critical IT load. The Project, as described in Section 3 below, represents a significant expansion of the Company's portfolio and operational capacity within the Loudoun County, Virginia market.
1.5. No filing, registration, qualification, or authorization with any governmental authority, other than those that have already been obtained or are described in the Transactions, is required in connection with the Company's execution, delivery, and performance of the Transaction documents, except for such filings and recordings as are customary in connection with real estate acquisitions, construction financings, and land use entitlements in the Commonwealth of Virginia.
SECTION 2: ORGANIZATIONAL DOCUMENTS
2.1. Attached hereto as Exhibit A is a true, correct, and complete copy of the Certificate of Formation of Ironhaven Data Centers LLC, as filed with the Office of the Secretary of State of the State of Delaware, together with all amendments thereto through the date hereof (collectively, the "Certificate of Formation"). The Certificate of Formation has not been further amended, restated, supplemented, or revoked since the date of the most recent amendment reflected therein, and remains in full force and effect as of the date of this Certificate.
2.2. Attached hereto as Exhibit B is a true, correct, and complete copy of the Amended and Restated Limited Liability Company Agreement of Ironhaven Data Centers LLC, as currently in full force and effect (the "Operating Agreement"). The Operating Agreement has not been further amended, modified, supplemented, or restated except as reflected in the copy attached as Exhibit B, and such Operating Agreement constitutes the entire agreement among the members of the Company with respect to the governance and operation of the Company.
2.3. The ownership structure of the Company, as reflected in the Operating Agreement, is as follows:
(a) RCP Digital Holdings LLC, a Delaware limited liability company ("RCP Digital"), holds ninety-two percent (92%) of the membership interests in the Company. RCP Digital is a wholly owned subsidiary of Ridgeline Capital Partners Fund IV, LP, a Delaware limited partnership ("Ridgeline Fund IV" or the "Fund"). The general partner of Ridgeline Fund IV is Ridgeline Capital Management LLC, a Delaware limited liability company, whose Managing Partner is Julian Hargrove. Accordingly, Ridgeline Fund IV indirectly holds its ninety-two percent (92%) interest in the Company through RCP Digital.
(b) Ironhaven Management Incentive Pool LLC, a Delaware limited liability company (the "Management Pool"), holds the remaining eight percent (8%) of the membership interests in the Company. The Management Pool was formed to facilitate management incentive equity allocations in connection with the Company's operations and portfolio development activities.
2.4. No other person or entity holds any membership interest, equity interest, option, warrant, convertible instrument, or other right to acquire any membership interest or equity interest in the Company, except as set forth in the Operating Agreement.
SECTION 3: DESCRIPTION OF THE TRANSACTIONS
For purposes of this Certificate, the term "Transactions" shall mean, collectively, each of the following agreements, instruments, undertakings, and related matters described in Sections 3.1 through 3.10 below, together with all exhibits, schedules, amendments, modifications, supplements, certificates, side letters, and ancillary documents executed or to be executed in connection therewith.
3.1 Land Acquisition — Stonebridge Parcel
The Company has entered into, or will enter into, the following agreements and instruments in connection with the acquisition of the Stonebridge Parcel:
(a) Purchase and Sale Agreement, dated as of April 15, 2025 (the "Stonebridge PSA"), by and between Blackthorn Realty Group, Inc., a Virginia corporation, as seller ("Seller"), and Ironhaven Data Centers LLC, a Delaware limited liability company, as buyer ("Buyer"), for the acquisition of approximately sixty-two (62.0) acres of land located at the northeast corner of Belmont Ridge Road and Stonebridge Boulevard, Loudoun County, Virginia, as more particularly described by metes and bounds in the Stonebridge PSA and identified in the Loudoun County land records under Tax Map Reference No. /95-4A-1/// (the "Stonebridge Parcel"), for a purchase price of Fifty-Eight Million Five Hundred Thousand Dollars ($58,500,000).
(b) In connection with the Stonebridge PSA, the Company has agreed to deliver an earnest money deposit in the aggregate amount of Two Million Nine Hundred Twenty-Five Thousand Dollars ($2,925,000), representing five percent (5%) of the purchase price, payable in two tranches of One Million Four Hundred Sixty-Two Thousand Five Hundred Dollars ($1,462,500) each. The first tranche is due upon execution of the Stonebridge PSA, and the second tranche is due upon the expiration of the due diligence period.
(c) The Stonebridge PSA provides for a due diligence period of ninety (90) days from the date of execution of the Stonebridge PSA, expiring on July 14, 2025, during which the Company may conduct environmental, geotechnical, survey, title, and other inspections of the Stonebridge Parcel.
(d) The targeted closing date for the acquisition of the Stonebridge Parcel is September 15, 2025, subject to satisfaction of all conditions to closing set forth in the Stonebridge PSA.
(e) Escrow Agreement by and among the Company, Blackthorn, and Fidelitas Title & Escrow, Inc., as escrow agent, governing the deposit, investment, and disbursement of the earnest money deposit and other funds in connection with the Stonebridge PSA.
(f) Assignment and Assumption Agreement, pursuant to which the Company will assign all of its right, title, and interest in, to, and under the Stonebridge PSA to Stonebridge Campus Holdings LLC, a to-be-formed Virginia limited liability company wholly owned by the Company, and Stonebridge Campus Holdings LLC will assume all of the Company's obligations thereunder.
(g) All amendments, supplements, addenda, letter agreements, and ancillary documents related to the foregoing.
3.2 Land Acquisition — Meridian Parcel
The Company has entered into, or will enter into, the following agreements and instruments in connection with the acquisition of the Meridian Parcel:
(a) Purchase and Sale Agreement, dated as of April 22, 2025 (the "Meridian PSA"), by and between Meridian Acres LLC, a Virginia limited liability company (managed by Theodore Ashford), as seller, and Ironhaven Data Centers LLC, a Delaware limited liability company, as buyer, for the acquisition of approximately nineteen and four-tenths (19.4) acres of land adjacent to the Stonebridge Parcel in Loudoun County, Virginia, as more particularly described by metes and bounds in the Meridian PSA and identified in the Loudoun County land records under Tax Map Reference No. /95-4A-2/// (the "Meridian Parcel"), for a purchase price of Nineteen Million Four Hundred Thousand Dollars ($19,400,000).
(b) In connection with the Meridian PSA, the Company has agreed to deliver an earnest money deposit in the amount of Nine Hundred Seventy Thousand Dollars ($970,000), representing five percent (5%) of the purchase price, payable in full upon execution of the Meridian PSA.
(c) The Meridian PSA provides for a due diligence period of seventy-five (75) days from the date of execution of the Meridian PSA, expiring on July 7, 2025, during which the Company may conduct environmental, geotechnical, survey, title, and other inspections of the Meridian Parcel.
(d) The targeted closing date for the acquisition of the Meridian Parcel is September 15, 2025, subject to satisfaction of all conditions to closing set forth in the Meridian PSA.
(e) Escrow Agreement by and among the Company, Meridian Acres LLC, and Fidelitas Title & Escrow, Inc., as escrow agent, governing the deposit, investment, and disbursement of the earnest money deposit and other funds in connection with the Meridian PSA.
(f) All amendments, supplements, addenda, letter agreements, and ancillary documents related to the foregoing.
3.3 Entity Formation
In connection with the Project, the Company will undertake the following entity formation actions:
(a) The formation of Stonebridge Campus Holdings LLC as a Virginia limited liability company, to be wholly owned by the Company, which shall serve as the single-purpose borrower entity for the Project and the owner of the Stonebridge Parcel and the Meridian Parcel following the consummation of the land acquisition transactions described in Sections 3.1 and 3.2 above.
(b) The execution and delivery of the Operating Agreement of Stonebridge Campus Holdings LLC, by the Company as the sole member thereof.
(c) The filing of the Articles of Organization for Stonebridge Campus Holdings LLC with the Virginia State Corporation Commission, together with all related filings, registrations, and qualifications as may be necessary or required under applicable law.
3.4 EPC Agreement
The Company has negotiated, or will negotiate, enter into, execute, and deliver the following in connection with the design and construction of the Stonebridge Data Center Campus:
(a) Engineering, Procurement, and Construction Agreement (the "EPC Agreement"), by and between the Company (or Stonebridge Campus Holdings LLC, as assignee) and Titan-McAllister Construction Group, LLC, a Maryland limited liability company ("TMCG"), for the design and construction of the Stonebridge Data Center Campus, including the following scope of work:
(i) Four (4) data center buildings, designated as Buildings A, B, C, and D, each comprising approximately one hundred twenty thousand (120,000) square feet of gross floor area and designed to support twenty-four megawatts (24 MW) of critical IT load per building;
(ii) A central utility plant providing chilled water, emergency power generation, and other mechanical infrastructure to serve all four data center buildings;
(iii) Site civil work, including grading, paving, stormwater management, utilities infrastructure, and landscaping; and
(iv) Structured parking facilities for the campus.
(b) The EPC Agreement provides for a Guaranteed Maximum Price of Four Hundred Twelve Million Dollars ($412,000,000).
(c) The total design capacity of the Stonebridge Data Center Campus upon full build-out is ninety-six megawatts (96 MW) of critical IT load, with a total gross floor area of approximately four hundred eighty thousand (480,000) square feet.
(d) The anticipated construction duration is twenty-four (24) months from the date of issuance of the Notice to Proceed ("NTP"), with a targeted NTP date of November 1, 2025.
(e) The scheduled dates for Substantial Completion are as follows:
(i) Building A: August 1, 2027; and
(ii) Buildings B, C, and D: November 1, 2027.
(f) A Performance Bond and a Payment Bond, each in the penal sum of Four Hundred Twelve Million Dollars ($412,000,000), to be issued by Great Basin Surety & Insurance Corp. in favor of the Company (or Stonebridge Campus Holdings LLC, as applicable) as obligee.
(g) All exhibits, schedules, drawings, specifications, amendments, change orders, and ancillary documents related to the EPC Agreement.
3.5 Power / Utility Agreements
The Company has negotiated, or will negotiate, enter into, execute, and deliver the following agreements in connection with the provision of electrical service and utility infrastructure for the Project:
(a) Large Load Service Agreement (the "LLSA"), by and between Vantage Power Cooperative ("VPC"), a Virginia electric cooperative, and the Company (or Stonebridge Campus Holdings LLC, as assignee), for the provision of electrical service to the Stonebridge Data Center Campus, providing for a contracted demand of one hundred twenty megavolt-amperes (120 MVA) over a term of ten (10) years (VPC Service Application No. LSA-2025-0091).
(b) Line Extension Funding Agreement (the "LEFA"), by and between VPC and the Company (or Stonebridge Campus Holdings LLC, as assignee), pursuant to which the Company will contribute Eighteen Million Five Hundred Thousand Dollars ($18,500,000) toward the cost of extending and upgrading electrical distribution infrastructure to serve the Stonebridge Data Center Campus.
(c) Substation Easement Agreement, by and between the owner of the Meridian Parcel (i.e., the Company or Stonebridge Campus Holdings LLC, following acquisition) and VPC, granting VPC a perpetual easement over a designated portion of the Meridian Parcel for the construction, operation, and maintenance of a dedicated 230kV/34.5kV substation serving the Stonebridge Data Center Campus.
(d) All amendments, supplements, letter agreements, and ancillary documents related to the foregoing.
3.6 Construction Financing
The Company has negotiated, or will negotiate, enter into, execute, and deliver the following agreements and instruments in connection with the construction financing for the Project:
(a) Construction Loan Agreement (the "Construction Loan Agreement"), by and among Stonebridge Campus Holdings LLC, as borrower, Summit National Bank, N.A. ("Summit"), a national banking association, as Administrative Agent (Summit Loan Commitment Reference: CL-2025-VA-04418), and the following lenders:
(i) Summit National Bank, N.A., with a commitment of One Hundred Eighty Million Dollars ($180,000,000);
(ii) Cascade Commercial Lending Corp., a Delaware corporation, with a commitment of One Hundred Thirty Million Dollars ($130,000,000); and
(iii) Harborview Trust Company, a Connecticut trust company, with a commitment of Eighty Million Dollars ($80,000,000),
for an aggregate senior secured construction loan facility in the principal amount of Three Hundred Ninety Million Dollars ($390,000,000) (the "Construction Loan").
(b) The Construction Loan bears interest at a rate equal to Term SOFR plus 285 basis points (2.85%) per annum, with a SOFR floor of 0.50% per annum. The unused commitment fee is 0.50% per annum on the undrawn portion of the Construction Loan. An arrangement fee of 1.00% of the total commitment amount, equal to Three Million Nine Hundred Thousand Dollars ($3,900,000), is payable at closing.
(c) The Construction Loan provides for a thirty-six (36) month draw period and a forty-eight (48) month maturity, with one (1) option to extend the maturity date for an additional twelve (12) months, subject to satisfaction of the conditions to extension set forth in the Construction Loan Agreement.
(d) Promissory Note in the principal amount of Three Hundred Ninety Million Dollars ($390,000,000), executed by Stonebridge Campus Holdings LLC in favor of Summit, as Administrative Agent for the Lenders.
(e) Deed of Trust, Assignment of Leases and Rents, and Security Agreement (the "Deed of Trust"), executed by Stonebridge Campus Holdings LLC as grantor, in favor of a trustee for the benefit of Summit, as Administrative Agent for the Lenders, encumbering the Stonebridge Parcel and the Meridian Parcel, together with all improvements thereon and appurtenances thereto, recorded or to be recorded among the land records of Loudoun County, Virginia.
(f) Completion Guaranty executed by IHDC in favor of Summit, as Administrative Agent for the Lenders, guaranteeing the lien-free completion of the Project in accordance with the plans and specifications and the terms of the Construction Loan Agreement.
(g) Carry Guaranty / Payment Guaranty executed by IHDC in favor of Summit, as Administrative Agent for the Lenders, guaranteeing the payment of certain carrying costs, including interest, taxes, insurance premiums, and other specified obligations during the term of the Construction Loan.
(h) Environmental Indemnity Agreement executed by Stonebridge Campus Holdings LLC and IHDC in favor of Summit, as Administrative Agent for the Lenders, indemnifying the Lenders against losses arising from environmental contamination or hazardous substances affecting the Stonebridge Parcel and the Meridian Parcel.
(i) Pledge Agreement executed by IHDC in favor of Summit, as Administrative Agent for the Lenders, pledging one hundred percent (100%) of the membership interests in Stonebridge Campus Holdings LLC as additional collateral for the Construction Loan.
(j) Assignment of Contracts, Permits, and Approvals, executed by Stonebridge Campus Holdings LLC in favor of Summit, as Administrative Agent for the Lenders, assigning as collateral security all of the borrower's right, title, and interest in and to the EPC Agreement, the LLSA, the LEFA, all construction contracts, architectural and engineering agreements, permits, licenses, approvals, and entitlements related to the Project.
(k) Borrower's Closing Certificate and all other ancillary loan documents required by the Lenders in connection with the closing of the Construction Loan, including, without limitation, officer's certificates, incumbency certificates, legal opinions, insurance certificates, title endorsements, and environmental reports.
(l) The Construction Loan Agreement requires a minimum equity contribution of Fifty-Two Million Five Hundred Thousand Dollars ($52,500,000), representing twenty-five percent (25%) of the total equity commitment of Two Hundred Ten Million Dollars ($210,000,000), to be funded by the Company prior to the first advance under the Construction Loan.
(m) The Construction Loan Agreement contains the following financial covenants, among others:
(i) Loan-to-Cost Ratio: not to exceed sixty-five percent (65%) at any time during the term of the Construction Loan; and
(ii) Debt Service Coverage Ratio at Stabilization: not less than 1.25x, tested as of the date that is twelve (12) months following the date of Substantial Completion of the last building to achieve Substantial Completion.
3.7 Equity Arrangements
The Company has negotiated, or will negotiate, enter into, execute, and deliver the following agreements and instruments in connection with the equity capitalization of the Project:
(a) Equity Contribution Agreement (the "Equity Contribution Agreement"), by and between Ridgeline Capital Partners Fund IV, LP, a Delaware limited partnership, and Ironhaven Data Centers LLC, committing the Fund to contribute equity in the aggregate amount of Two Hundred Ten Million Dollars ($210,000,000) to the Company for the development, construction, and financing of the Project, representing approximately thirty-five percent (35%) of the total estimated project budget of Six Hundred Million Dollars ($600,000,000).
(b) Side Letter from Ridgeline Capital Partners Fund IV, LP, addressed to Summit National Bank, N.A., as Administrative Agent, and the Lenders, for the benefit of the Lenders, confirming the Fund's commitment to fund equity contributions in accordance with the Equity Contribution Agreement and providing such representations, covenants, and acknowledgments as may be required by the Lenders.
(c) All ancillary equity documents, including subscription agreements, capital call notices, and related instruments.
3.8 Easements and Related Agreements
The Company has negotiated, or will negotiate, enter into, execute, and deliver the following agreements and instruments in connection with the establishment of easements and shared infrastructure for the Project:
(a) Cross-Access and Utility Easement Agreement, by and between the owner(s) of the Stonebridge Parcel and the Meridian Parcel (i.e., the Company or Stonebridge Campus Holdings LLC, as applicable), establishing reciprocal easements for vehicular and pedestrian access, ingress and egress, and shared utility corridors across the Stonebridge Parcel and the Meridian Parcel, to be recorded among the land records of Loudoun County, Virginia.
(b) Stormwater Management Facility Easement and Maintenance Agreement, by and between the owner(s) of the Stonebridge Parcel and the Meridian Parcel (i.e., the Company or Stonebridge Campus Holdings LLC, as applicable) and Loudoun County, Virginia, or such other governmental authority as may have jurisdiction over stormwater management facilities, establishing easements and maintenance obligations for stormwater management facilities serving the Project.
(c) All related instruments, agreements, declarations, and memoranda to be recorded in the Loudoun County land records.
3.9 Entitlements.  The Company has filed, or will file, the following applications, submissions, and commitments in connection with the land use entitlements for the Project:
(a) Zoning Modification Application under Loudoun County Application No. ZMOD-2025-0038, together with a related proffer statement for data center use under the Loudoun County Zoning Ordinance, seeking the necessary zoning modifications, conditions, and approvals to permit the development and operation of the Stonebridge Data Center Campus on the Stonebridge Parcel and the Meridian Parcel.
(b) The estimated proffer commitments in connection with the ZMOD application are approximately Two Million Four Hundred Thousand Dollars ($2,400,000), calculated at a rate of Five Dollars ($5.00) per square foot of gross floor area, based on a total gross floor area of approximately four hundred eighty thousand (480,000) square feet.
(c) All related applications, submissions, commitments, proffers, conditions, and agreements with Loudoun County, Virginia, and any other governmental authority having jurisdiction over the Project site.
3.10 Catch-All.  In addition to the specific agreements, instruments, and undertakings described in Sections 3.1 through 3.9 above, the term "Transactions" shall include all other agreements, instruments, certificates, documents, filings, applications, and undertakings that are necessary, advisable, or desirable in connection with (a) the foregoing Transactions and (b) the development, construction, financing, leasing, and operation of the Stonebridge Data Center Campus, including, without limitation, title insurance policies, survey certifications, environmental assessments, insurance policies, consultant agreements, utility applications, and governmental filings and approvals.
SECTION 4: RESOLUTIONS / MEMBER APPROVAL
4.1. Attached hereto as Exhibit C is a true, correct, and complete copy of the Written Consent of the Members of Ironhaven Data Centers LLC (the "Member Consent"), duly adopted and effective as of the date set forth therein, authorizing and approving the following actions by the Company:
(a) The entry into, execution, and delivery of the Stonebridge PSA, the Meridian PSA, and all related documents, including, without limitation, the escrow agreements with Fidelitas Title & Escrow, Inc., and the payment of the aggregate purchase price of Seventy-Seven Million Nine Hundred Thousand Dollars ($77,900,000) for the Stonebridge Parcel and the Meridian Parcel;
(b) The formation of Stonebridge Campus Holdings LLC as a Virginia limited liability company wholly owned by the Company, and the execution and delivery of its Operating Agreement;
(c) The assignment and assumption of the Stonebridge PSA and the Meridian PSA from the Company to Stonebridge Campus Holdings LLC;
(d) The entry into, execution, and delivery of the EPC Agreement with Titan-McAllister Construction Group, LLC, providing for a Guaranteed Maximum Price of Four Hundred Twelve Million Dollars ($412,000,000), and all related exhibits, schedules, bonds, and ancillary documents;
(e) The entry into, execution, and delivery of the Large Load Service Agreement, the Line Extension Funding Agreement (providing for a Company contribution of Eighteen Million Five Hundred Thousand Dollars ($18,500,000)), and the Substation Easement Agreement with Vantage Power Cooperative, and all related ancillary documents;
(f) The entry into, execution, and delivery of the Construction Loan Agreement and all related loan documents with Summit National Bank, N.A., as Administrative Agent, and the Lenders, providing for a senior secured construction loan facility in the aggregate principal amount of Three Hundred Ninety Million Dollars ($390,000,000), including, without limitation, the Promissory Note, the Deed of Trust, the Completion Guaranty, the Carry Guaranty/Payment Guaranty, the Environmental Indemnity Agreement, the Pledge Agreement, the Assignment of Contracts, Permits, and Approvals, and the Borrower's Closing Certificate;
(g) The entry into, execution, and delivery of the Equity Contribution Agreement with Ridgeline Capital Partners Fund IV, LP, committing Two Hundred Ten Million Dollars ($210,000,000) in equity for the Project, together with the Side Letter for the benefit of the Lenders and all ancillary equity documents;
(h) The entry into, execution, and delivery of the Cross-Access and Utility Easement Agreement, the Stormwater Management Facility Easement and Maintenance Agreement, the proffer commitments in connection with the ZMOD application (estimated at Two Million Four Hundred Thousand Dollars ($2,400,000)), and all related instruments, filings, and applications with Loudoun County, Virginia;
(i) The authorization and empowerment of the officers of the Company, and in particular Marcus Thorne (Chief Executive Officer) and Priya Dasgupta (Chief Financial Officer), to take all actions, execute and deliver all instruments and documents, and make all filings and submissions as may be necessary, advisable, or desirable to consummate the Transactions and to carry out the purposes and intent of the Member Consent, with full power and authority to determine the terms, conditions, and provisions of any such instruments and documents to the extent not otherwise specified in the Member Consent; and
(j) The authorization of a total project budget of Six Hundred Million Dollars ($600,000,000) for the Stonebridge Data Center Campus.
4.2. The Member Consent remains in full force and effect as of the date of this Certificate and has not been amended, modified, rescinded, revoked, or superseded in any respect since the date of its adoption.
4.3. The Member Consent was duly adopted in accordance with the provisions of the Operating Agreement and all applicable provisions of the Delaware Limited Liability Company Act (6 Del. C. § 18-101 et seq.), including, without limitation, the provisions thereof relating to written consents in lieu of meetings of members. All requisite approvals, including the approval of members holding the required percentage of membership interests as specified in the Operating Agreement, were obtained.
4.4. No further consent, approval, vote, or other action of any member, manager, officer, or other person is required under the Operating Agreement, the Certificate of Formation, or applicable law in order to authorize the Company's entry into, execution, delivery, and performance of the Transactions and the Transaction documents.
SECTION 5: INCUMBENCY AND AUTHORITY OF OFFICERS
5.1. The undersigned hereby certifies that the following persons are duly appointed officers of Ironhaven Data Centers LLC, holding the titles set forth opposite their respective names as of the date of this Certificate, and that the signatures set forth opposite their respective names are their true and genuine signatures:
5.2. Each of Marcus Thorne, in his capacity as Chief Executive Officer, and Priya Dasgupta, in her capacity as Chief Financial Officer, is duly authorized, individually and without the need for any additional consent, approval, joinder, or co-signature from any other person, to execute and deliver on behalf of the Company any and all of the Transaction documents described in Section 3 of this Certificate, together with any amendments, modifications, supplements, restatements, waivers, consents, certificates, acknowledgments, and ancillary documents related thereto. Neither the authority of Mr. Thorne nor the authority of Ms. Dasgupta is subject to any limitation, condition, or restriction that would impair or diminish his or her ability to bind the Company with respect to any of the Transactions.
5.3. Leonard Castellano, in his capacity as Executive Vice President, Development, is authorized to execute and deliver on behalf of the Company documents related to the land acquisition, entitlement, and construction workstreams of the Project, including, without limitation, the Stonebridge PSA, the Meridian PSA, the EPC Agreement, the LLSA, the LEFA, the Substation Easement Agreement, the ZMOD application and related proffer statement, and all amendments, supplements, and ancillary documents related thereto, subject to such limitations as may be set forth in the Member Consent. Mr. Castellano's authority to execute and deliver financing documents, guaranties, pledges, and other credit-related instruments on behalf of the Company is subject to the specific limitations set forth in the Member Consent.
5.4. The foregoing authorizations include, without limitation, the power to execute in the name of and on behalf of the Company, to affix the seal of the Company (if any), and to deliver any and all instruments, agreements, certificates, affidavits, and documents as may be required or requested by any party to the Transactions or by any governmental authority, title company, title underwriter, lender, or other person in connection with the consummation of the Transactions.
5.5. No person other than the officers identified in this Section 5 is authorized to execute or deliver any of the Transaction documents on behalf of the Company, unless separately authorized by the Member Consent or by a subsequent resolution or consent of the members of the Company.
SECTION 6: NO CONFLICTS; COMPLIANCE
6.1. The undersigned hereby certifies that the execution, delivery, and performance by the Company of each of the Transaction documents described in Section 3 of this Certificate do not and will not:
(a) violate or conflict with any provision of the Certificate of Formation or the Operating Agreement of the Company;
(b) violate or conflict with any law, statute, rule, regulation, ordinance, order, judgment, injunction, writ, or decree of any federal, state, local, or foreign governmental authority applicable to the Company or any of its properties or assets;
(c) result in a breach of, or constitute a default (or an event that, with the giving of notice or lapse of time, or both, would constitute a default) under, any material agreement, contract, indenture, mortgage, deed of trust, lease, license, instrument, or other obligation to which the Company is a party or by which any of its properties or assets is bound or affected; or
(d) require any consent, approval, authorization, order, filing, registration, or qualification of or with any court, governmental authority, regulatory body, or other person that has not already been obtained, given, made, or taken, or that will not be obtained, given, made, or taken prior to or substantially concurrently with the applicable closing date(s), except for such filings and recordings as are customary in connection with real estate acquisitions, construction financings, and land use entitlements in the Commonwealth of Virginia.
6.2. To the knowledge of the undersigned, after due inquiry, there is no pending or, to the best of the undersigned's knowledge, threatened litigation, arbitration, proceeding, investigation, or governmental inquiry against or involving the Company, its officers, its members, or any of its properties or assets that would, individually or in the aggregate, reasonably be expected to (a) materially impair the Company's ability to enter into or perform its obligations under any of the Transaction documents, (b) result in a material adverse change in the financial condition, business, operations, or prospects of the Company, or (c) challenge or seek to restrain, enjoin, or prevent the consummation of any of the Transactions.
SECTION 7: NO DISSOLUTION, BANKRUPTCY, OR INSOLVENCY
7.1. No action has been taken, and no proceeding has been commenced, is pending, or, to the best of the undersigned's knowledge, is contemplated or threatened, for the dissolution, liquidation, winding up, termination, or cancellation of the Company, whether by voluntary action of the members, by judicial decree, or otherwise. No event has occurred that would constitute a dissolution event under the Operating Agreement or the Delaware Limited Liability Company Act.
7.2. No petition in bankruptcy or for reorganization, arrangement, adjustment of debts, or similar relief has been filed by or against the Company under the United States Bankruptcy Code (11 U.S.C. § 101 et seq.) or any comparable state or federal insolvency law. No receiver, trustee, custodian, liquidator, assignee for the benefit of creditors, or similar official has been appointed for the Company or for any substantial part of its property or assets, and no such appointment has been sought, requested, or is pending or contemplated. The Company has not made any general assignment for the benefit of creditors.
7.3. The Company is solvent, is paying its debts as they become due in the ordinary course of business, and will not be rendered insolvent by the consummation of the Transactions. The Company's assets exceed its liabilities (including contingent, subordinated, unmatured, and unliquidated liabilities), and the Company has adequate capital to carry on its business as presently conducted and as contemplated by the Transactions.
SECTION 8: REPRESENTATIONS REGARDING OWNERSHIP STRUCTURE
8.1. The undersigned hereby confirms that, as of the date hereof, the membership interests in Ironhaven Data Centers LLC are owned, beneficially and of record, as follows:
8.2. The undersigned further confirms that Ridgeline Capital Partners Fund IV, LP (indirectly through RCP Digital Holdings LLC) holds at least fifty-one percent (51%) of the equity interests in the Company, in compliance with the change of control provisions of the Construction Loan Agreement, including, without limitation, the provisions requiring that the sponsor maintain a controlling interest in the borrower (directly or indirectly) throughout the term of the Construction Loan.
8.3. No transfer, assignment, pledge, encumbrance, or other disposition of any membership interest in the Company has occurred since the date of the Operating Agreement that is not reflected therein, except as disclosed in writing to the Lenders. The membership interests in the Company set forth in this Section 8 are free and clear of all liens, encumbrances, pledges, security interests, and adverse claims, except for the pledge of the membership interests in Stonebridge Campus Holdings LLC pursuant to the Pledge Agreement described in Section 3.6(i) above.
SECTION 9: RELIANCE
9.1. This Certificate is delivered with the knowledge and intent that each of the parties to the Transactions, and their respective counsel, successors, and assigns, may rely upon the certifications, representations, and confirmations contained herein, including, without limitation:
(a) Whitfield, Poole & Stratton LLP, as counsel to Blackthorn Realty Group, Inc.;
(b) Dunleavy & Marsh, PLLC, as counsel to Meridian Acres LLC;
(c) Redmond & Calloway LLP, as counsel to Summit National Bank, N.A., as Administrative Agent, and the Lenders;
(d) Fidelitas Title & Escrow, Inc., as title company and escrow agent;
(e) Sovereign Title Insurance Company, as title underwriter; and
(f) such other parties and their counsel as may reasonably rely on this Certificate in connection with the Transactions.
9.2. Calderwood & Harkness LLP, as counsel to Ironhaven Data Centers LLC, may rely upon this Certificate in rendering its legal opinion letter (or letters) in connection with the closing of the Construction Loan and such other closings as may be required in connection with the Transactions. The certifications contained herein shall be deemed to have been made for the express benefit of Calderwood & Harkness LLP for such purpose.
9.3. This Certificate may be delivered in counterparts and by electronic transmission (including portable document format (.pdf)), each of which shall be deemed an original and all of which together shall constitute one and the same instrument.
SECTION 10: GOVERNING LAW
This Certificate shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia, without giving effect to any choice of law or conflict of laws rules or provisions (whether of the Commonwealth of Virginia or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the Commonwealth of Virginia.
IN WITNESS WHEREOF, the undersigned has executed this Secretary's Certificate as of the date first written above.
IRONHAVEN DATA CENTERS LLC
By: ________
Name: ________
Title: Secretary (or Authorized Officer)
Date: ________
ACKNOWLEDGMENT / CONFIRMATION BY OFFICER
The undersigned, Marcus Thorne, Chief Executive Officer of Ironhaven Data Centers LLC, hereby confirms the accuracy of the incumbency and signature certifications set forth in Section 5 of the foregoing Secretary's Certificate, including, without limitation, the certification that the individuals identified therein hold the respective titles indicated and that the signatures set forth therein are their true and genuine signatures. The undersigned further confirms that the certifying officer who executed the foregoing Secretary's Certificate is duly authorized to act in such capacity on behalf of the Company.
CONFIRMED AND ACKNOWLEDGED:
________________________________________
Marcus Thorne Chief Executive Officer Ironhaven Data Centers LLC
Date: ________
The undersigned, Priya Dasgupta, Chief Financial Officer of Ironhaven Data Centers LLC, hereby confirms the incumbency of the Secretary (or authorized officer) who executed the foregoing Secretary's Certificate and further confirms that such individual was duly authorized to execute and deliver this Certificate on behalf of the Company as of the date hereof.
CONFIRMED AND ACKNOWLEDGED:
________________________________________
Priya Dasgupta Chief Financial Officer Ironhaven Data Centers LLC
Date: ________
EXHIBIT A
Certificate of Formation
of
Ironhaven Data Centers LLC
(as filed with the Secretary of State of the State of Delaware, together with all amendments thereto)
[True, correct, and complete copy of the Certificate of Formation of Ironhaven Data Centers LLC, as filed with the Office of the Secretary of State of the State of Delaware, together with all amendments, corrections, and restatements thereto through the date of this Certificate, is attached hereto and incorporated herein by this reference.]
[DOCUMENT TO BE ATTACHED AT CLOSING]
EXHIBIT B
Operating Agreement
(or Amended and Restated Limited Liability Company Agreement)
of
Ironhaven Data Centers LLC
(as currently in full force and effect)
[True, correct, and complete copy of the Amended and Restated Limited Liability Company Agreement of Ironhaven Data Centers LLC, as currently in full force and effect, including all schedules, exhibits, and annexes thereto, is attached hereto and incorporated herein by this reference.]
[DOCUMENT TO BE ATTACHED AT CLOSING]
EXHIBIT C
Written Consent of the Members
of
Ironhaven Data Centers LLC
(Authorizing the Transactions)
[True, correct, and complete copy of the Written Consent of the Members of Ironhaven Data Centers LLC, duly adopted in accordance with the Operating Agreement and the Delaware Limited Liability Company Act, authorizing and approving the Transactions, is attached hereto and incorporated herein by this reference.]
The Member Consent reflects the following approvals, among others:
•  Land acquisitions: Stonebridge PSA ($58,500,000) and Meridian PSA ($19,400,000); total aggregate land acquisition cost: $77,900,000
•  Formation of Stonebridge Campus Holdings LLC (Virginia)
•  EPC Agreement with Titan-McAllister Construction Group, LLC ($412,000,000 Guaranteed Maximum Price)
•  Large Load Service Agreement and Line Extension Funding Agreement with Vantage Power Cooperative ($18,500,000 contribution; 120 MVA contracted demand)
•  Construction Loan ($390,000,000) with Summit National Bank, N.A., as Administrative Agent, Cascade Commercial Lending Corp., and Harborview Trust Company
•  All guaranties (Completion Guaranty, Carry Guaranty/Payment Guaranty), pledges (Pledge Agreement), security instruments (Deed of Trust), and indemnities (Environmental Indemnity Agreement)
•  Equity Contribution Agreement with Ridgeline Capital Partners Fund IV, LP ($210,000,000)
•  ZMOD application (ZMOD-2025-0038) and proffer commitments (estimated $2,400,000)
•  Total project budget authorization: $600,000,000
•  Designation of Marcus Thorne (CEO) and Priya Dasgupta (CFO) as authorized signatories for all Transaction documents
[DOCUMENT TO BE ATTACHED AT CLOSING]
EXHIBIT D
Certificate of Good Standing
(or Certificate of Status)
Ironhaven Data Centers LLC
Issued by the Secretary of State of the State of Delaware
[Copy of the Certificate of Good Standing (or Certificate of Status) for Ironhaven Data Centers LLC, issued by the Office of the Secretary of State of the State of Delaware, dated within thirty (30) days of the applicable closing date, is attached hereto and incorporated herein by this reference.]
[DOCUMENT TO BE ATTACHED AT CLOSING — MUST BE DATED WITHIN 30 DAYS OF CLOSING DATE]
EXHIBIT E
Certificate of Registration / Foreign LLC Certificate of Authority
Ironhaven Data Centers LLC
On file with the Virginia State Corporation Commission
Entity ID: S7491283
[Copy of the Certificate of Registration or Foreign LLC Certificate of Authority for Ironhaven Data Centers LLC, as filed with and issued by the Virginia State Corporation Commission under Entity ID No. S7491283, is attached hereto and incorporated herein by this reference.]
[DOCUMENT TO BE ATTACHED AT CLOSING]
Name | Title | Signature
Marcus Thorne | Chief Executive Officer | _____
Priya Dasgupta | Chief Financial Officer | _____
Leonard Castellano | Executive Vice President, Development | _____
Member | Jurisdiction | Percentage Interest
RCP Digital Holdings LLC (through which Ridgeline Capital Partners Fund IV, LP holds its interest) | Delaware | 92%
Ironhaven Management Incentive Pool LLC | Delaware | 8%

SECRETARY'S CERTIFICATE OF IRONHAVEN DATA CENTERS LLC

SECRETARY'S CERTIFICATE OF IRONHAVEN DATA CENTERS LLC

SECTION 1: ORGANIZATION AND GOOD STANDING

SECTION 2: ORGANIZATIONAL DOCUMENTS

SECTION 3: DESCRIPTION OF THE TRANSACTIONS

SECTION 4: RESOLUTIONS / MEMBER APPROVAL

SECTION 5: INCUMBENCY AND AUTHORITY OF OFFICERS

SECTION 7: NO DISSOLUTION, BANKRUPTCY, OR INSOLVENCY

SECTION 8: REPRESENTATIONS REGARDING OWNERSHIP STRUCTURE

SECTION 9: RELIANCE

SECTION 10: GOVERNING LAW

IRONHAVEN DATA CENTERS LLC

ACKNOWLEDGMENT / CONFIRMATION BY OFFICER

CONFIRMED AND ACKNOWLEDGED:

CONFIRMED AND ACKNOWLEDGED:

EXHIBIT A

EXHIBIT B

EXHIBIT C

Record

Parties

Dates

Amounts