WRITTEN CONSENT OF THE MEMBERS OF IRONHAVEN DATA CENTERS LLC IN LIEU OF A SPECIAL MEETING
Authorizing the Stonebridge Data Center Campus Development, Land Acquisitions, Entity Formation, Construction Financing, EPC Agreement, Power Procurement, Equity Contribution Agreement, and Related Transactions
Effective Date: ____, 2025
This Written Consent of the Members of Ironhaven Data Centers LLC in Lieu of a Special Meeting (this "Consent") is executed by the undersigned members (collectively, the "Members") of Ironhaven Data Centers LLC, a Delaware limited liability company (the "Company" or "IHDC"), holding in the aggregate one hundred percent (100%) of the outstanding membership interests in the Company, in lieu of a special meeting of the Members, pursuant to and in accordance with the Amended and Restated Limited Liability Company Operating Agreement of Ironhaven Data Centers LLC, dated as of March 1, 2023, as amended from time to time (the "Operating Agreement"), and the applicable provisions of the Delaware Limited Liability Company Act, Title 6, Chapter 18 of the Delaware Code (6 Del. C. § 18-101 et seq.) (the "Delaware LLC Act").
The undersigned Members, constituting all of the Members of the Company and collectively holding 100% of the membership interests in the Company, do hereby consent to and adopt the following resolutions, each of which shall have the same force and effect as if adopted at a duly called and held special meeting of the Members of the Company at which all Members were present and voted in favor thereof.
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RECITALS
The Members make the following recitals in connection with this Consent:
A. The Company. Ironhaven Data Centers LLC is a Delaware limited liability company duly formed on August 14, 2020, and qualified to transact business in the Commonwealth of Virginia. The Company's principal office is located at 44680 Prentice Drive, Suite 200, Ashburn, Virginia 20147. The Company is registered with the Virginia State Corporation Commission under Entity ID S7491283 and holds Employer Identification Number 84-3291057 issued by the Internal Revenue Service. IHDC currently owns and operates three existing data center facilities in Northern Virginia, with a combined critical IT load capacity of forty-two megawatts (42 MW). IHDC is pursuing the expansion of its data center portfolio through the development of a new ground-up data center campus located in Loudoun County, Virginia, as more fully described herein.
B. Membership Structure. As of the date of this Consent, the membership interests in the Company are held as follows:
(i) RCP Digital Holdings LLC ("RCP Digital"), a Delaware limited liability company, holds ninety-two percent (92%) of the outstanding membership interests in the Company. RCP Digital is the intermediate holding entity through which Ridgeline Capital Partners Fund IV, LP ("Ridgeline Fund IV"), a Delaware limited partnership, holds its investment in IHDC. Ridgeline Fund IV is managed by its general partner, Ridgeline Capital Management LLC ("Ridgeline Capital Management"), a Delaware limited liability company. Julian Hargrove is the Managing Partner of Ridgeline Capital Management. Ridgeline Fund IV has approximately Three Billion Eight Hundred Million Dollars ($3,800,000,000) in committed capital and is primarily focused on digital infrastructure and real estate investments across the United States. The investment in IHDC is tracked internally by Ridgeline as Investment ID: RCP-IV-2025-DC-07.
(ii) Ironhaven Management Incentive Pool LLC ("IHDC Incentive Pool"), a Delaware limited liability company, holds eight percent (8%) of the outstanding membership interests in the Company, consisting of profits interests allocated to the management team of IHDC pursuant to the terms of the Operating Agreement and the limited liability company agreement of IHDC Incentive Pool.
C. The Project. The Company proposes to undertake the development of a new data center campus to be known as the "Stonebridge Data Center Campus" (the "Project" or the "Stonebridge Campus"). The Project will be located at the intersection of Belmont Ridge Road and Stonebridge Boulevard, in unincorporated Loudoun County, Virginia 20148. The total campus will comprise approximately eighty-one and four-tenths (81.4) acres, consisting of a sixty-two (62.0)-acre parcel (the "Stonebridge Parcel") and an adjacent nineteen and four-tenths (19.4)-acre parcel (the "Meridian Parcel"). The Stonebridge Campus is designed to deliver ninety-six megawatts (96 MW) of critical IT load capacity across four (4) data center buildings (designated Buildings A through D), each approximately one hundred twenty thousand (120,000) square feet of shell space and designed for twenty-four megawatts (24 MW) of critical IT load. The total gross floor area of the four buildings will be approximately four hundred eighty thousand (480,000) square feet. The campus will also include a central utility plant, site civil improvements, structured parking, and a 2N diesel generator backup power configuration for each building, providing full mechanical and electrical redundancy consistent with Tier III+ design standards. The total estimated project budget for the Stonebridge Campus is Six Hundred Million Dollars ($600,000,000).
D. Project Budget Summary. The total estimated budget for the Project is Six Hundred Million Dollars ($600,000,000), allocated as follows:
E. Capital Stack. The Project will be financed through a combination of equity and senior secured construction debt, as follows:
(i) Equity: Two Hundred Ten Million Dollars ($210,000,000), representing thirty-five percent (35.0%) of the total project budget, to be funded by Ridgeline Capital Partners Fund IV, LP through RCP Digital Holdings LLC and IHDC pursuant to the Equity Contribution Agreement described herein.
(ii) Senior Secured Construction Loan: Three Hundred Ninety Million Dollars ($390,000,000), representing sixty-five percent (65.0%) of the total project budget, to be provided by a syndicate of three lenders as follows:
(a) Summit National Bank, N.A. ("Summit"), as Administrative Agent and Lead Arranger, with a commitment of One Hundred Eighty Million Dollars ($180,000,000), representing forty-six and fifteen hundredths percent (46.15%) of the total facility;
(b) Cascade Commercial Lending Corp. ("Cascade"), as Co-Lender, with a commitment of One Hundred Thirty Million Dollars ($130,000,000), representing thirty-three and thirty-three hundredths percent (33.33%) of the total facility; and
(c) Harborview Trust Company ("Harborview"), as Co-Lender, with a commitment of Eighty Million Dollars ($80,000,000), representing twenty and fifty-one hundredths percent (20.51%) of the total facility.
The construction loan facility is tracked by the Administrative Agent under Summit Loan Commitment Reference: CL-2025-VA-04418.
F. Need for Authorizations. The Operating Agreement and the Delaware LLC Act require written consent of the Members holding the requisite percentage of membership interests for the Company to undertake certain major transactions, including but not limited to the acquisition of real property in excess of specified thresholds, the formation of subsidiaries, the incurrence of indebtedness, the execution of material contracts, the granting of liens and security interests on Company assets, and the issuance of guaranties. The transactions contemplated in connection with the Project, as described herein, constitute major transactions requiring such consent. The Members desire to authorize the management, officers, and authorized signatories of IHDC to take all actions necessary and appropriate in connection with the development, financing, construction, and operation of the Project as set forth in the resolutions below.
RESOLUTIONS
NOW, THEREFORE, BE IT RESOLVED, that the Members of Ironhaven Data Centers LLC do hereby adopt the following resolutions:
SECTION 1 — AUTHORIZATION OF LAND ACQUISITIONS
1.1 Stonebridge Parcel Acquisition
RESOLVED, that the Company, and upon assignment, Stonebridge Campus Holdings LLC (as described in Section 2 below), is hereby authorized to enter into that certain Purchase and Sale Agreement dated as of April 15, 2025 (the "Stonebridge PSA"), by and between the Company (as Purchaser) and Blackthorn Realty Group, Inc., a Virginia corporation ("Blackthorn"), as Seller, for the acquisition of the Stonebridge Parcel, upon the following terms and subject to the following conditions:
Seller: Blackthorn Realty Group, Inc., a Virginia corporation. President: Donald R. Whitaker. General Counsel: Patricia Whitaker-Connolly. Principal Office: 112 East Market Street, Suite 400, Leesburg, Virginia 20176. Employer Identification Number: 54-1987234.
Property: The Stonebridge Parcel, consisting of approximately sixty-two (62.0) acres of land located at the northeast corner of Belmont Ridge Road and Stonebridge Boulevard, Ashburn, Loudoun County, Virginia 20148, identified on the Loudoun County Tax Map as Reference /95-4A-1///, together with all improvements thereon and all appurtenances thereto.
Purchase Price: Fifty-Eight Million Five Hundred Thousand Dollars ($58,500,000).
Earnest Money Deposit: Two Million Nine Hundred Twenty-Five Thousand Dollars ($2,925,000), representing five percent (5%) of the Purchase Price, to be paid in two tranches: (a) One Million Four Hundred Sixty-Two Thousand Five Hundred Dollars ($1,462,500) payable upon execution of the Stonebridge PSA, and (b) One Million Four Hundred Sixty-Two Thousand Five Hundred Dollars ($1,462,500) payable upon expiration of the ninety (90)-day due diligence period (expiring July 14, 2025). All earnest money deposits shall be held in escrow by Fidelitas Title & Escrow, Inc.
Due Diligence Period: Ninety (90) days from PSA execution, expiring July 14, 2025, during which the Company shall have the right to conduct environmental, geotechnical, title, survey, zoning, and other inspections and investigations of the Stonebridge Parcel.
Targeted Closing Date: September 15, 2025.
Existing Zoning: PD-IP (Planned Development – Industrial Park). A zoning modification application ("ZMOD") is required for data center use, as further described in Section 3 below.
Title Company / Escrow Agent: Fidelitas Title & Escrow, Inc., 44121 Harry Byrd Highway, Suite 120, Ashburn, Virginia 20147.
Title Underwriter: Sovereign Title Insurance Company.
Owner's Title Policy Amount: $58,500,000.
Seller's Counsel: Whitfield, Poole & Stratton LLP, with Harrison Poole serving as Lead Partner.
Conveyance Instrument: Special Warranty Deed from Blackthorn Realty Group, Inc. to the Company (or its permitted assignee).
FURTHER RESOLVED, that the Company is hereby authorized to execute any amendments to the Stonebridge PSA as may be necessary or appropriate, including without limitation a First Amendment to Purchase and Sale Agreement (Due Diligence Extension), and any other modifications, supplements, or waivers as the authorized signatories may determine to be in the best interests of the Company;
FURTHER RESOLVED, that the Company is hereby authorized to assign its rights and obligations under the Stonebridge PSA to Stonebridge Campus Holdings LLC (the single-purpose borrower entity to be formed as described in Section 2 below), and to execute and deliver all documentation necessary to effectuate such assignment, including an Assignment and Assumption of Purchase and Sale Agreement;
FURTHER RESOLVED, that the Company is hereby authorized to accept a Special Warranty Deed from Blackthorn Realty Group, Inc. conveying the Stonebridge Parcel to the Company or its designated assignee, Stonebridge Campus Holdings LLC, free and clear of all liens, encumbrances, and defects in title other than Permitted Exceptions as defined in the Stonebridge PSA and approved by the Company.
1.2 Meridian Parcel Acquisition
RESOLVED, that the Company, and upon assignment, Stonebridge Campus Holdings LLC, is hereby authorized to enter into that certain Purchase and Sale Agreement dated as of April 22, 2025 (the "Meridian PSA"), by and between the Company (as Purchaser) and Meridian Acres LLC, a Virginia limited liability company ("Meridian Acres"), as Seller, for the acquisition of the Meridian Parcel, upon the following terms and subject to the following conditions:
Seller: Meridian Acres LLC, a Virginia limited liability company. Managing Member: Theodore Ashford. Principal Office: 3401 Old Ox Road, Sterling, Virginia 20166. Employer Identification Number: 84-6120983.
Property: The Meridian Parcel, consisting of approximately nineteen and four-tenths (19.4) acres of land located adjacent to the Stonebridge Parcel on the east, in Ashburn, Loudoun County, Virginia 20148, identified on the Loudoun County Tax Map as Reference /95-4A-2///, together with all improvements thereon and all appurtenances thereto. The Meridian Parcel is required for utility routing, substation easement, and additional building pads for the Stonebridge Campus.
Purchase Price: Nineteen Million Four Hundred Thousand Dollars ($19,400,000).
Earnest Money Deposit: Nine Hundred Seventy Thousand Dollars ($970,000), representing five percent (5%) of the Purchase Price, payable upon execution of the Meridian PSA and to be held in escrow by Fidelitas Title & Escrow, Inc.
Due Diligence Period: Seventy-five (75) days from PSA execution, expiring July 7, 2025.
Targeted Closing Date: September 15, 2025.
Owner's Title Policy Amount: $19,400,000.
Seller's Counsel: Dunleavy & Dunmore Benefits Consulting, PLLC, with Fiona Dunleavy serving as Lead Attorney.
Conveyance Instrument: Special Warranty Deed from Meridian Acres LLC to the Company (or its permitted assignee).
FURTHER RESOLVED, that the Company is hereby authorized to execute any amendments to the Meridian PSA as may be necessary or appropriate, and to assign its rights and obligations under the Meridian PSA to Stonebridge Campus Holdings LLC, and to execute and deliver all documentation necessary to effectuate such assignment;
FURTHER RESOLVED, that the Company is hereby authorized to accept a Special Warranty Deed from Meridian Acres LLC conveying the Meridian Parcel to the Company or its designated assignee, Stonebridge Campus Holdings LLC, free and clear of all liens, encumbrances, and defects in title other than Permitted Exceptions as defined in the Meridian PSA and approved by the Company.
1.3 Total Land Cost Authorization
RESOLVED, that the aggregate land acquisition expenditure authorized under Sections 1.1 and 1.2 of this Consent is Seventy-Seven Million Nine Hundred Thousand Dollars ($77,900,000), consisting of Fifty-Eight Million Five Hundred Thousand Dollars ($58,500,000) for the Stonebridge Parcel and Nineteen Million Four Hundred Thousand Dollars ($19,400,000) for the Meridian Parcel, exclusive of closing costs, transfer taxes, title insurance premiums, recording fees, and related transactional expenses.
SECTION 2 — AUTHORIZATION OF ENTITY FORMATION
2.1 Formation of Stonebridge Campus Holdings LLC
RESOLVED, that the Company is hereby authorized to cause the formation of a new Virginia limited liability company under the name "Stonebridge Campus Holdings LLC" (or such other similar name as may be available with the Virginia State Corporation Commission), to serve as the single-purpose borrower entity and owner entity for the Project. The Company is authorized to file, or cause to be filed, Articles of Organization with the Virginia State Corporation Commission, and to take all actions necessary to complete such formation, including but not limited to designating IHDC as the sole organizer and initial member of Stonebridge Campus Holdings LLC, obtaining an Employer Identification Number from the Internal Revenue Service, qualifying the entity to transact business in the Commonwealth of Virginia, and paying all filing fees and organizational expenses associated therewith.
2.2 Operating Agreement of Stonebridge Campus Holdings LLC
RESOLVED, that the Company is hereby authorized to enter into the Limited Liability Company Operating Agreement of Stonebridge Campus Holdings LLC (the "Borrower Operating Agreement"), in which IHDC shall hold one hundred percent (100%) of the membership interests. The Borrower Operating Agreement shall incorporate the following provisions as required by the construction lenders:
(a) Single-purpose entity provisions restricting Stonebridge Campus Holdings LLC to owning, developing, constructing, operating, and financing the Project and activities incidental thereto;
(b) Separateness covenants ensuring that Stonebridge Campus Holdings LLC maintains its legal identity separate and distinct from the Company and its affiliates, including the maintenance of separate books and records, separate bank accounts, and separate financial statements;
(c) Restrictions on the incurrence of additional indebtedness beyond the construction loan facility and ordinary course trade payables;
(d) Limitations on transfers of membership interests in Stonebridge Campus Holdings LLC without the prior written consent of the Administrative Agent;
(e) The appointment of at least one independent manager or director, as may be required by the lenders, to prevent voluntary bankruptcy filings without independent director consent; and
(f) Such other provisions as may be customary for single-purpose borrower entities in construction financing transactions of this type and as may be reasonably required by the construction lenders and their counsel.
2.3 Entity Structure Overview
RESOLVED, that the Members acknowledge and confirm the following entity structure resulting from the formation of Stonebridge Campus Holdings LLC and the transactions contemplated herein:
Ridgeline Capital Partners Fund IV, LP
↓ (sole member)
RCP Digital Holdings LLC — 92% membership interest in IHDC
Ironhaven Management Incentive Pool LLC — 8% membership interest (profits interests) in IHDC
↓
Ironhaven Data Centers LLC (the "Company")
↓ (sole member, 100% membership interest)
Stonebridge Campus Holdings LLC (the "Borrower" / Owner Entity)
SECTION 3 — AUTHORIZATION OF ENTITLEMENTS AND LAND USE PROCEEDINGS
3.1 ZMOD Application
RESOLVED, that the Company is hereby authorized, directly or through Stonebridge Campus Holdings LLC, to file a Zoning Modification Application ("ZMOD") with the Loudoun County Department of Planning and Zoning seeking approval for data center use on the combined eighty-one and four-tenths (81.4)-acre Stonebridge Campus. The ZMOD application is expected to be assigned Docket No. ZMOD-2025-0038. The filing target date is May 30, 2025, with anticipated consideration and approval by the Loudoun County Board of Supervisors at a public hearing to be scheduled in October 2025.
FURTHER RESOLVED, that the Company is hereby authorized to engage and direct the following professionals in connection with the ZMOD application and related entitlement proceedings:
(a) Ashcroft & Wynn, P.C., 25 West Market Street, Leesburg, Virginia 20176, as Local Zoning Counsel, with Thomas Ashcroft serving as Lead Partner; and
(b) Cornerstone Land Use Consulting, LLC, 19 Cornwall Street NW, Suite 210, Leesburg, Virginia 20176, as Land Use Consultant, with Alan Mercer serving as Principal.
FURTHER RESOLVED, that the authorized signatories are empowered to appear before, and make presentations and submissions to, the Loudoun County Board of Supervisors, the Planning Commission, and any other governmental body or agency in connection with the ZMOD application, and to take all actions necessary to prosecute the application through the approval process.
3.2 Proffers. RESOLVED, that the Company, directly or through Stonebridge Campus Holdings LLC, is hereby authorized to negotiate, agree to, and execute proffer commitments in connection with ZMOD-2025-0038, in an estimated aggregate amount of Two Million Four Hundred Thousand Dollars ($2,400,000), calculated at Five Dollars ($5.00) per square foot multiplied by four hundred eighty thousand (480,000) square feet of gross floor area. Such proffers may address, without limitation, fiscal impact mitigation, transportation improvements (including road widening, traffic signal installation, and turn lane construction), noise mitigation measures, visual screening and landscaping, and other conditions as may be required or negotiated in connection with the zoning approval process.
FURTHER RESOLVED, that the Company is authorized to incur expenses up to the Fourteen Million Two Hundred Thousand Dollar ($14,200,000) entitlement and soft cost budget allocation set forth in the Project budget (Exhibit A), encompassing proffers, architectural and engineering fees, environmental and geotechnical studies, surveying, legal fees, zoning and permitting fees, and other soft costs associated with the entitlement and pre-construction phases of the Project.
SECTION 4 — AUTHORIZATION OF CONSTRUCTION FINANCING
4.1 Construction Loan Agreement
RESOLVED, that Stonebridge Campus Holdings LLC (as "Borrower") is hereby authorized to enter into a Construction Loan Agreement (the "Construction Loan Agreement") with the following lenders (collectively, the "Lenders") for a senior secured construction loan facility in the aggregate principal amount of Three Hundred Ninety Million Dollars ($390,000,000) (the "Construction Loan Facility"):
(a) Summit National Bank, N.A. ("Summit"), as Administrative Agent and Lead Arranger, with a commitment of One Hundred Eighty Million Dollars ($180,000,000), representing 46.15% of the total facility. Address: 1275 Avenue of Commerce, 12th Floor, McLean, Virginia 22102. Managing Director: Karen Ellsworth.
(b) Cascade Commercial Lending Corp. ("Cascade"), as Co-Lender, with a commitment of One Hundred Thirty Million Dollars ($130,000,000), representing 33.33% of the total facility. Address: 500 Market Street, Suite 3200, Philadelphia, Pennsylvania 19103. Relationship Manager: David Rennick.
(c) Harborview Trust Company ("Harborview"), as Co-Lender, with a commitment of Eighty Million Dollars ($80,000,000), representing 20.51% of the total facility. Address: 200 Constitution Plaza, Suite 1400, Hartford, Connecticut 06103. Lending Officer: Susan Applegategate.
FURTHER RESOLVED, that the Construction Loan Agreement shall incorporate the following material terms and conditions, subject to final negotiation and documentation:
Interest Rate: Term SOFR (as published by the CME Group) plus two hundred eighty-five basis points (2.85%), with a SOFR floor of fifty basis points (0.50%).
Unused Commitment Fee: Fifty basis points (0.50%) per annum on undrawn commitments, payable quarterly in arrears.
Arrangement Fee: One percent (1.00%) of the total facility amount, equal to Three Million Nine Hundred Thousand Dollars ($3,900,000), payable at closing.
Draw Period: Thirty-six (36) months from the date of the first advance under the Construction Loan Facility.
Maturity Date: Forty-eight (48) months from the closing date of the Construction Loan Facility, with one (1) twelve (12)-month extension option, subject to the satisfaction of customary extension conditions including the absence of any event of default, payment of an extension fee, delivery of updated appraisals and budgets, and satisfaction of minimum pre-leasing thresholds.
Minimum Equity Contribution Before First Draw: Twenty-five percent (25%) of the total equity commitment, equal to Fifty-Two Million Five Hundred Thousand Dollars ($52,500,000), which must be contributed to the Borrower and verified by the Administrative Agent prior to the first construction draw under the facility.
Loan-to-Cost Ratio Covenant: The outstanding principal balance of the Construction Loan Facility shall not at any time exceed sixty-five percent (65%) of the total project costs as determined by the Administrative Agent (the "LTC Covenant").
Debt Service Coverage Ratio (at Stabilization): The Borrower shall achieve and maintain a minimum debt service coverage ratio of 1.25 to 1.00 (the "DSCR Covenant") commencing upon the date on which the Project achieves stabilization (defined as eighty-five percent (85%) or greater of critical IT load under executed lease agreements).
Change of Control Provision: The Construction Loan Agreement shall include a mandatory prepayment trigger upon any transfer or series of related transfers resulting in Ridgeline Capital Partners Fund IV, LP (directly or indirectly) ceasing to hold at least fifty-one percent (51%) of the equity interests in the Borrower or the Guarantor (as defined therein), unless the Administrative Agent provides prior written consent to such transfer.
FURTHER RESOLVED, that Lender's Counsel for the Construction Loan Facility is Redmond & Calloway LLP, 8300 Greensboro Drive, Suite 1100, McLean, Virginia 22102, with Victor Redmond serving as Lead Partner.
FURTHER RESOLVED, that the target closing date for the Construction Loan Facility is October 15, 2025.
4.2 Promissory Note
RESOLVED, that Stonebridge Campus Holdings LLC is hereby authorized to execute and deliver a Promissory Note (the "Note") in the principal amount of Three Hundred Ninety Million Dollars ($390,000,000) to the order of Summit National Bank, N.A., as Administrative Agent for the benefit of the Lenders, evidencing the Borrower's obligation to repay all amounts advanced under the Construction Loan Facility in accordance with the terms of the Construction Loan Agreement.
4.3 Deed of Trust and Security Instruments
RESOLVED, that Stonebridge Campus Holdings LLC is hereby authorized to execute and deliver a Deed of Trust, Assignment of Leases and Rents, and Security Agreement (the "Deed of Trust"), to be recorded among the land records of Loudoun County, Virginia, encumbering both the Stonebridge Parcel (Tax Map Ref. /95-4A-1///) and the Meridian Parcel (Tax Map Ref. /95-4A-2///) as collateral for the Construction Loan Facility, granting a first-priority lien on both parcels and all improvements, fixtures, personal property, rents, leases, and other collateral described therein, in favor of a deed of trust trustee for the benefit of Summit National Bank, N.A., as Administrative Agent for the Lenders.
FURTHER RESOLVED, that the Lender's title insurance policy issued in connection with the Construction Loan Facility shall be in the amount of Three Hundred Ninety Million Dollars ($390,000,000), to be issued by Sovereign Title Insurance Company through Fidelitas Title & Escrow, Inc.
4.4 Guaranties by IHDC
RESOLVED, that Ironhaven Data Centers LLC is hereby authorized to execute and deliver the following guaranties in favor of Summit National Bank, N.A., as Administrative Agent for the benefit of the Lenders:
(a) Completion Guaranty: A guaranty by which IHDC unconditionally guarantees the lien-free completion of the Stonebridge Data Center Campus in accordance with the approved plans, specifications, and budget, and in compliance with all applicable laws, permits, and governmental approvals, within the time frames established in the Construction Loan Agreement, subject to force majeure and other customary exceptions; and
(b) Carry Guaranty / Payment Guaranty: A guaranty by which IHDC unconditionally guarantees the payment of interest, fees, carrying costs, and other obligations due and payable under the Construction Loan Agreement during the draw and construction period, including without limitation monthly interest payments, unused commitment fees, administrative agent fees, and other periodic obligations.
FURTHER RESOLVED, that the authorized signatories designated in Section 13 of this Consent are empowered to negotiate, finalize, and execute the terms of each guaranty on behalf of IHDC.
4.5 Pledge Agreement
RESOLVED, that Ironhaven Data Centers LLC is hereby authorized to execute and deliver a Pledge Agreement (the "Pledge Agreement") in favor of Summit National Bank, N.A., as Administrative Agent for the benefit of the Lenders, pursuant to which IHDC shall pledge one hundred percent (100%) of its membership interests in Stonebridge Campus Holdings LLC as additional collateral for the Construction Loan Facility. The Pledge Agreement shall include customary provisions regarding the delivery of membership certificates (if any), transfer powers, consent to transfer upon an event of default, and voting rights.
4.6 Assignment of Contracts, Permits, and Approvals
RESOLVED, that Stonebridge Campus Holdings LLC is hereby authorized to execute and deliver a Collateral Assignment of Contracts, Permits, and Approvals (the "Collateral Assignment") in favor of Summit National Bank, N.A., as Administrative Agent for the benefit of the Lenders, pursuant to which the Borrower shall collaterally assign to the Administrative Agent its rights, title, and interest in and to the following, among other agreements:
(a) The EPC Agreement with Titan-McAllister Construction Group, LLC (as described in Section 5);
(b) The Large Load Service Agreement with Vantage Power Cooperative (as described in Section 6);
(c) All architect and engineer agreements, including the agreement with the architect of record and the civil engineer of record;
(d) All building permits, zoning approvals, site plan approvals, grading permits, and other governmental approvals and entitlements related to the Project; and
(e) All warranties, guaranties, bonds, and indemnities received by the Borrower in connection with the design, construction, and equipping of the Project.
4.7 Environmental Indemnity Agreement
RESOLVED, that Stonebridge Campus Holdings LLC and Ironhaven Data Centers LLC, jointly and severally, are hereby authorized to execute and deliver an Environmental Indemnity Agreement (the "Environmental Indemnity") in favor of Summit National Bank, N.A., as Administrative Agent, and each of the Lenders, pursuant to which the Borrower and IHDC shall indemnify, defend, and hold harmless the Administrative Agent and the Lenders from and against any and all losses, liabilities, damages, costs, and expenses arising from or related to the presence, release, or threatened release of hazardous materials on, under, or from the Stonebridge Parcel and the Meridian Parcel, including without limitation environmental remediation costs, regulatory fines and penalties, and third-party claims, all as more particularly described in the Environmental Indemnity.
4.8 Borrower's Closing Certificate and Related Loan Closing Deliverables
RESOLVED, that Stonebridge Campus Holdings LLC and Ironhaven Data Centers LLC are hereby authorized to prepare, execute, and deliver the following closing deliverables in connection with the closing of the Construction Loan Facility:
(a) The Borrower's Closing Certificate, certifying as to the accuracy of representations and warranties, the satisfaction of conditions precedent to the initial advance, the incumbency of authorized signatories, and such other matters as may be required by the Construction Loan Agreement;
(b) Legal opinions from Calderwood & Harkness LLP, as counsel to the Borrower and IHDC, including opinions as to due organization, valid existence, authority, enforceability of loan documents, no conflict with organizational documents or applicable law, and such other opinions as may be customarily required by lender's counsel;
(c) Good standing certificates, certified organizational documents, resolutions, and incumbency certificates for each of the Borrower, IHDC, and RCP Digital Holdings LLC;
(d) Evidence of insurance coverage in compliance with the requirements of the Construction Loan Agreement;
(e) An initial project budget and draw schedule approved by the Administrative Agent;
(f) Environmental reports, title commitments, surveys, appraisals, and zoning confirmation letters; and
(g) All other closing deliverables required by the Construction Loan Agreement and the related loan documents as may be specified by the Administrative Agent and Lender's Counsel.
SECTION 5 — AUTHORIZATION OF EPC AGREEMENT
5.1 EPC Agreement with Titan-McAllister Construction Group, LLC
RESOLVED, that Stonebridge Campus Holdings LLC (as "Owner") is hereby authorized to enter into an Engineering, Procurement, and Construction Agreement (the "EPC Agreement") with Titan-McAllister Construction Group, LLC ("TMCG"), a Maryland limited liability company, for the design and construction of the Stonebridge Data Center Campus, upon the following material terms and conditions:
Contractor: Titan-McAllister Construction Group, LLC, a Maryland limited liability company. President: Raymond Okafor. Senior Vice President, Data Center Programs: Michelle Tran. Principal Office: 7900 Harkins Road, Suite 100, Lanham, Maryland 20706.
Contract Type: Guaranteed Maximum Price ("GMP").
GMP Amount: Four Hundred Twelve Million Dollars ($412,000,000).
Scope of Work: Complete engineering, procurement, and construction of four (4) data center buildings (Buildings A through D), each approximately one hundred twenty thousand (120,000) square feet of shell space and designed for twenty-four (24) megawatts of critical IT load, together with a central utility plant, site civil improvements (including grading, stormwater management, roads, and utilities), structured parking, 2N diesel generator backup power configuration per building, and all ancillary improvements, in accordance with the plans and specifications approved by the Owner.
Per-Building GMP Allocation: One Hundred Three Million Dollars ($103,000,000) per building.
Cost Metrics:
• Cost per square foot (GMP basis): $858.33 per square foot
• Cost per megawatt (GMP basis): $4,291,667 per megawatt
Construction Duration: Twenty-four (24) months from the issuance of the Notice to Proceed.
Notice to Proceed Target: November 1, 2025.
Substantial Completion Dates:
• Building A: August 1, 2027
• Buildings B, C, and D (phased delivery): November 1, 2027
Liquidated Damages for Delay: One Hundred Twenty-Five Thousand Dollars ($125,000) per calendar day per building beyond the applicable Substantial Completion date, capped at ten percent (10%) of the per-building GMP allocation, or Ten Million Three Hundred Thousand Dollars ($10,300,000) per building.
Retainage: Ten percent (10%) of each progress payment until fifty percent (50%) completion of the Work (as certified by the Owner's Representative), reducing to five percent (5%) thereafter through Final Completion.
Change of Control — Contractor: TMCG shall have a consent right (not to be unreasonably withheld, conditioned, or delayed) upon any change of control of the project owner entity.
Change of Control — Owner: Owner shall have a termination right upon any change of control of TMCG, exercisable within sixty (60) days following notice of such change of control.
5.2 Performance and Payment Bonds
RESOLVED, that Stonebridge Campus Holdings LLC is hereby authorized to require from, and accept delivery by, Titan-McAllister Construction Group, LLC of the following surety bonds:
(a) Performance Bond in the amount of Four Hundred Twelve Million Dollars ($412,000,000), equal to one hundred percent (100%) of the GMP, issued by Great Basin Surety & Insurance Corp., a Wyoming corporation, guaranteeing TMCG's faithful performance of the Work in accordance with the EPC Agreement; and
(b) Payment Bond in the amount of Four Hundred Twelve Million Dollars ($412,000,000), equal to one hundred percent (100%) of the GMP, issued by Great Basin Surety & Insurance Corp., guaranteeing TMCG's payment of all subcontractors, suppliers, materialmen, and laborers in connection with the Work.
5.3 Notice to Proceed
RESOLVED, that the authorized signatories designated in Section 13 of this Consent are hereby authorized to issue a Notice to Proceed ("NTP") to Titan-McAllister Construction Group, LLC on or about November 1, 2025, in accordance with the terms of the EPC Agreement, subject to the satisfaction of all conditions precedent to the issuance of NTP, including without limitation the closing of the Construction Loan Facility, the receipt of applicable building permits, and the contribution of the minimum equity amount required by the Lenders.
SECTION 6 — AUTHORIZATION OF POWER PROCUREMENT AGREEMENTS
6.1 Large Load Service Agreement with Vantage Power Cooperative
RESOLVED, that Stonebridge Campus Holdings LLC is hereby authorized to enter into a Large Load Service Agreement (the "LLSA") with Vantage Power Cooperative ("VPC"), a Virginia electric cooperative, for the provision of electric utility service to the Stonebridge Data Center Campus, upon the following material terms and conditions:
Utility Provider: Vantage Power Cooperative, a Virginia electric cooperative organized under the laws of the Commonwealth of Virginia. Address: 601 Sycolin Road SE, Leesburg, Virginia 20175.
VPC Service Application No.: LSA-2025-0091.
Contracted Demand: One hundred twenty megavolt-amperes (120 MVA), which is sufficient to support ninety-six megawatts (96 MW) of critical IT load plus mechanical cooling, lighting, and site overhead loads.
Term: Ten (10) years commencing from the date of energization of the primary substation serving the Stonebridge Campus.
Demand Charge: Eight Dollars and Forty-Two Cents ($8.42) per kilowatt per month for Years 1 through 5 of the term, escalating at two and one-half percent (2.5%) annually thereafter for the remainder of the term.
Energy Charge: PJM Interconnection day-ahead locational marginal pricing, passed through to the customer at cost without markup, together with applicable transmission charges, ancillary services charges, and regulatory fees.
Estimated Annual Demand Charges at Full Load: Twelve Million One Hundred Twenty-Four Thousand Eight Hundred Dollars ($12,124,800) per year (calculated as 120,000 kW × $8.42/kW/month × 12 months).
Substation Energization Target: June 1, 2027.
6.2 Line Extension Funding Agreement
RESOLVED, that Stonebridge Campus Holdings LLC is hereby authorized to enter into a Line Extension Funding Agreement with Vantage Power Cooperative, pursuant to which Stonebridge Campus Holdings LLC shall contribute Eighteen Million Five Hundred Thousand Dollars ($18,500,000) to VPC for the design, engineering, and construction of a dedicated 230kV/34.5kV substation and associated line extension facilities to serve the Stonebridge Campus. The dedicated substation shall be constructed on a portion of the Meridian Parcel and, upon completion, shall be owned and operated by Vantage Power Cooperative.
6.3 Substation Easement Agreement
RESOLVED, that Stonebridge Campus Holdings LLC is hereby authorized to grant Vantage Power Cooperative a non-exclusive easement on a portion of the Meridian Parcel (the specific area to be determined by the substation site plan) for the construction, installation, operation, maintenance, repair, and replacement of the dedicated 230kV/34.5kV substation and associated facilities, including but not limited to transmission lines, distribution lines, switchgear, transformers, fencing, access roads, and ancillary equipment. The easement agreement shall include customary provisions regarding ingress and egress, indemnification, insurance, restoration, and duration, and shall be recorded in the land records of Loudoun County, Virginia.
SECTION 7 — AUTHORIZATION OF EQUITY CONTRIBUTION AGREEMENT
7.1 Equity Contribution Agreement
RESOLVED, that Ironhaven Data Centers LLC is hereby authorized to enter into an Equity Contribution Agreement (the "Equity Contribution Agreement") with Ridgeline Capital Partners Fund IV, LP, pursuant to which Ridgeline Fund IV shall commit to contribute, through RCP Digital Holdings LLC and IHDC, aggregate equity of Two Hundred Ten Million Dollars ($210,000,000), representing thirty-five percent (35%) of the Six Hundred Million Dollar ($600,000,000) total project budget, to fund the equity portion of the Stonebridge Campus development. The Equity Contribution Agreement shall govern, among other matters, the timing and sequencing of capital calls, funding mechanics and wire transfer procedures, draw sequencing relative to construction loan advances, equity contribution verification requirements of the Administrative Agent, and reporting obligations of IHDC and Ridgeline Fund IV to the Lenders.
FURTHER RESOLVED, that 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, shall be funded by Ridgeline Fund IV through RCP Digital Holdings LLC and IHDC to Stonebridge Campus Holdings LLC prior to the first construction draw under the Construction Loan Facility, as required by the Construction Loan Agreement.
7.2 Side Letter for Lender Benefit
RESOLVED, that Ridgeline Capital Partners Fund IV, LP is hereby authorized to execute a Side Letter (the "Side Letter") addressed to Summit National Bank, N.A., as Administrative Agent, providing representations, warranties, and covenants for the benefit of the Administrative Agent and the Lenders, including without limitation:
(a) Confirmation of available committed capital in Ridgeline Fund IV sufficient to fund the total equity commitment;
(b) Representations and warranties regarding the net worth and financial condition of Ridgeline Fund IV and its general partner;
(c) Covenants regarding compliance with the change of control provisions set forth in the Construction Loan Agreement;
(d) Confirmation that Ridgeline Fund IV has the authority to make and perform the equity commitment contemplated herein; and
(e) Such other representations, warranties, and covenants as may be reasonably requested by the Administrative Agent and Lender's Counsel in connection with the closing of the Construction Loan Facility.
SECTION 8 — AUTHORIZATION OF EASEMENT AND ACCESS AGREEMENTS
8.1 Cross-Access and Utility Easement Agreement
RESOLVED, that Stonebridge Campus Holdings LLC is hereby authorized to enter into a Cross-Access and Utility Easement Agreement (the "Cross-Access Easement") establishing reciprocal access, utility, and infrastructure easements between the Stonebridge Parcel and the Meridian Parcel. The Cross-Access Easement shall provide for vehicular and pedestrian access, shared roadways and driveways, utility routing (including water, sewer, electric, fiber optic, and telecommunications conduits), stormwater conveyance, and such other reciprocal easements as may be necessary or appropriate for the integrated development, operation, and maintenance of the Stonebridge Campus as a unified data center campus. The Cross-Access Easement shall run with the land, be binding upon and inure to the benefit of the successors and assigns of the owner of each parcel, and shall be recorded in the land records of Loudoun County, Virginia.
8.2 Stormwater Management Facility Easement and Maintenance Agreement
RESOLVED, that Stonebridge Campus Holdings LLC is hereby authorized to execute and deliver a Stormwater Management Facility Easement and Maintenance Agreement as required by the Loudoun County Department of Building and Development and the applicable provisions of the Loudoun County Facilities Standards Manual, establishing perpetual maintenance obligations and access rights for stormwater management facilities, including detention and retention ponds, bioretention areas, and associated drainage infrastructure, serving the Stonebridge Campus. The agreement shall be recorded in the land records of Loudoun County, Virginia, and shall comply with all applicable Virginia Stormwater Management Program requirements.
SECTION 9 — AUTHORIZATION OF INSURANCE PROGRAMS
9.1 Builder's Risk Insurance
RESOLVED, that Stonebridge Campus Holdings LLC is hereby authorized to procure builder's risk insurance coverage in an amount not less than Four Hundred Twelve Million Dollars ($412,000,000), equal to the GMP value of the EPC Agreement, through Great Basin Surety & Insurance Corp., a Wyoming corporation, or such other carrier as may be approved by the Administrative Agent. The builder's risk policy shall include coverage for fire, windstorm, vandalism, malicious mischief, collapse, earthquake, flood (to the extent applicable), theft, and such other perils as are customarily insured under builder's risk policies for construction projects of this type and scale. The per-occurrence deductible shall be Two Hundred Fifty Thousand Dollars ($250,000). The insurance placement shall be coordinated through Northgate Insurance Brokerage, LLC, with William Keane serving as Account Executive.
9.2 OCIP Evaluation
RESOLVED, that the authorized signatories are hereby authorized to evaluate and, if determined to be cost-effective (with estimated premium savings of twelve percent (12%) to fifteen percent (15%) compared to traditional insurance procurement), to implement an Owner-Controlled Insurance Program ("OCIP") for the construction phase of the Project, covering the Borrower, the general contractor, and all eligible subcontractors and sub-subcontractors. The OCIP, if implemented, shall provide comprehensive general liability, workers' compensation, and umbrella/excess liability coverage for enrolled parties during the construction period, and shall be placed through Northgate Insurance Brokerage, LLC.
9.3 D&O Insurance
RESOLVED, that the Members hereby confirm and ratify the existing directors' and officers' liability insurance coverage maintained by IHDC through Clearwater Specialty Underwriters, Inc., a New York corporation, with aggregate policy limits of Ten Million Dollars ($10,000,000). The authorized signatories are further authorized to increase such coverage or procure supplemental coverage as may be advisable in connection with the Project.
9.4 Operational Property Insurance