1043-00002 · Ironhaven Data Centers LLC · Insurance

coi-review-letter-tmcg.docx DOCUMENT Real Estate

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Contract analysis Extract to table

CALDERWOOD & HARKNESS LLP

425 Lexington Avenue New York, NY 10017 Telephone: (212) 558-4000 Facsimile: (212) 558-3588

1900 K Street NW, Suite 800 Washington, DC 20006 Telephone: (202) 282-5000 Facsimile: (202) 282-5100

Matter No. 1043-00002

October 10, 2025

VIA E-MAIL AND Sundial Data Systems

Mr. Raymond Okafor, President Titan-McAllister Construction Group, LLC 7900 Harkins Road, Suite 100 Lanham, MD 20706

cc: Michelle Tran, Senior Vice President, Data Center Programs

Re: Stonebridge Data Center Campus — EPC Agreement Insurance Requirements; Request for Certificates of Insurance

Reference is made to (i) the Engineering, Procurement, and Construction Agreement (the "EPC Agreement") between Stonebridge Campus Holdings LLC, a Delaware limited liability company ("Owner"), and Titan-McAllister Construction Group, LLC, a Maryland limited liability company ("Contractor" or "TMCG"), for the design and construction of the Stonebridge Data Center Campus, Loudoun County, Virginia, with a Guaranteed Maximum Price ("GMP") of Four Hundred Twelve Million Dollars ($412,000,000); and (ii) Exhibit D to the EPC Agreement — Insurance Requirements.

Dear Mr. Okafor:

1. Introduction and Purpose

Calderwood & Harkness LLP represents Ironhaven Data Centers LLC ("IHDC"), the sole member of Stonebridge Campus Holdings LLC (the "Owner"), in connection with the development of the Stonebridge Data Center Campus located at the intersection of Belmont Ridge Road and Stonebridge Boulevard, unincorporated Loudoun County, Virginia 20148 (the "Project"). We are writing to you in our capacity as outside counsel to the Owner and IHDC with respect to the insurance and bonding requirements applicable to the Contractor under the EPC Agreement.

The purpose of this letter is to formally request that TMCG provide certificates of insurance ("COIs") and, where applicable, copies of all relevant policy endorsements evidencing full compliance with the insurance requirements set forth in Exhibit D to the EPC Agreement. As you are aware, the EPC Agreement is expected to be executed on or about October 20, 2025, and the parties have targeted November 1, 2025, as the date for issuance of the Notice to Proceed ("NTP"). The delivery of compliant COIs, together with fully executed performance and payment bonds, constitutes a condition precedent to the Owner's issuance of the NTP. Accordingly, timely delivery of these documents is essential to maintaining the Project's schedule.

We also wish to bring to your attention that the insurance requirements applicable to the EPC Agreement must satisfy not only Exhibit D but also the insurance covenants contained in the Construction Loan Agreement (the "Construction Loan Agreement") among Stonebridge Campus Holdings LLC, as Borrower, Summit National Bank, N.A., as Administrative Agent, and Cascade Commercial Lending Corp. and Harborview Trust Company (collectively, the "Lenders"), providing for a Three Hundred Ninety Million Dollar ($390,000,000) senior secured construction loan facility (Reference No. CL-2025-VA-04418). Under the Construction Loan Agreement, evidence of all required contractor insurance is a condition to the initial loan advance, and the Owner must demonstrate compliance before it may draw upon the facility. Any delay in the delivery of compliant insurance documentation will therefore have a cascading effect on the Owner's ability to fund the Project and on the overall construction timeline.

This letter sets forth in detail the insurance and bonding requirements under Exhibit D, identifies the specific COIs and endorsements that must be delivered, and provides a deadline for delivery of the same. We have organized this letter to serve as a comprehensive reference for your insurance broker and surety company so that each deliverable can be prepared in the required form and substance.

2. Summary of EPC Agreement Insurance Requirements (Per Exhibit D)

Set forth below is a summary of each category of insurance and bonding required under Exhibit D to the EPC Agreement. For each category, we have identified the minimum coverage requirements, the carrier (to the extent known), and the specific endorsements and documentation that must be reflected on the applicable COI. TMCG should review this summary carefully in conjunction with the full text of Exhibit D, which is enclosed for ease of reference.

2.1 Commercial General Liability ("CGL") Insurance

Exhibit D requires the Contractor to maintain an occurrence-based Commercial General Liability insurance policy with per-occurrence limits adequate to cover the scope of work under the EPC Agreement. Based on information provided to date by TMCG, the Contractor carries a CGL policy with a per-occurrence limit of One Hundred Fifty Million Dollars ($150,000,000), underwritten by Pinnacle Indemnity Insurance Co., a Pennsylvania-domiciled insurance company. The COI for the CGL policy must reflect the following:

(a) Named Insured. The named insured on the CGL policy must be Titan-McAllister Construction Group, LLC.

(b) Additional Insured Endorsement. Stonebridge Campus Holdings LLC, Ironhaven Data Centers LLC, and Summit National Bank, N.A., as Administrative Agent for the Lenders (and their respective officers, directors, members, managers, employees, and agents) must be named as additional insureds under a blanket or specifically scheduled additional insured endorsement. The additional insured endorsement must apply to both ongoing operations and products and completed operations.

(c) Products and Completed Operations Coverage. The CGL policy must include coverage for products and completed operations for a period extending beyond Substantial Completion, as required by Exhibit D.

(d) Contractual Liability Coverage. The CGL policy must include contractual liability coverage, and the policy must not contain any exclusion or limitation that would negate coverage for the Contractor's indemnification obligations under the EPC Agreement.

(e) Policy Period. The CGL policy must be in effect for the full construction duration, commencing no later than the NTP date (anticipated to be November 1, 2025) and continuing through Substantial Completion of Buildings B–D (anticipated to be November 1, 2027), plus any applicable tail or extended reporting period as may be required by Exhibit D.

(f) Waiver of Subrogation Endorsement. The CGL policy must include a waiver of subrogation endorsement in favor of the Owner, IHDC, and the Lenders (including the Administrative Agent).

(g) Primary and Non-Contributory Endorsement. The CGL policy must be endorsed to provide that it is primary to, and non-contributory with, any insurance maintained by or available to the Owner, IHDC, or the Lenders.

(h) Notice of Cancellation. The CGL policy must provide for thirty (30) days' advance written notice to the Owner, IHDC, and the Administrative Agent in the event of cancellation, non-renewal, or material modification of the policy. The ten (10) day exception for non-payment of premium, if applicable under the policy, should be clearly stated on the COI.

We note that the $150,000,000 per-occurrence limit, while substantial, should be evaluated in light of the overall GMP of $412,000,000 and the nature of the Project. We reserve the Owner's right to request higher limits if the Lenders or the Owner's risk advisors determine that such limits are warranted.

2.2 Builder's Risk Insurance

Exhibit D requires the Contractor to procure and maintain a Builder's Risk insurance policy in an amount equal to the full GMP of Four Hundred Twelve Million Dollars ($412,000,000). Based on information provided to date, TMCG intends to place the Builder's Risk policy with Great Basin Surety & Insurance Corp., a Wyoming-domiciled corporation, with a deductible of Two Hundred Fifty Thousand Dollars ($250,000) per occurrence. The COI for the Builder's Risk policy must reflect the following:

(a) Named Insured and Additional Named Insureds. The named insured must be Titan-McAllister Construction Group, LLC. Stonebridge Campus Holdings LLC and Ironhaven Data Centers LLC must be included as additional named insureds.

(b) Loss Payee. Summit National Bank, N.A., as Administrative Agent for the Lenders, must be named as the loss payee under a standard mortgagee or lender's loss payable endorsement. The loss payee endorsement must provide that proceeds in excess of a threshold to be determined (typically $500,000) shall be paid jointly to the Owner and the Administrative Agent, or directly to the Administrative Agent, as required by the Construction Loan Agreement.

(c) "All-Risk" or "Special Form" Coverage. The Builder's Risk policy must provide "all-risk" or "special form" coverage, including, without limitation, coverage for the following perils: fire, lightning, windstorm, hail, explosion, riot, civil commotion, aircraft and vehicle damage, smoke, vandalism, malicious mischief, theft, collapse, flood (including coverage for flood zones applicable to the Project site in Loudoun County, Virginia), earthquake (if applicable to the site based on seismic zone classification), and transit of materials and equipment.

(d) Coverage for Materials Stored On-Site and In Transit. The policy must cover materials, equipment, and supplies stored on the Project site as well as materials and equipment in transit to the Project site, from the point of origin, without any sublimit that would materially impair coverage.

(e) Soft Costs Coverage. The policy must include soft costs coverage providing for reimbursement of design fees, legal fees, additional financing charges, real estate taxes, and other carrying costs incurred as a result of a covered delay, with sublimits as specified in Exhibit D.

(f) Policy Period. The Builder's Risk policy must be in effect from the NTP date (November 1, 2025) through final Substantial Completion of Buildings B–D (November 1, 2027), with provisions for extension in the event of construction delays.

(g) Waiver of Subrogation Endorsement. The policy must include a waiver of subrogation endorsement in favor of the Owner, IHDC, the Lenders, and the Administrative Agent.

(h) Notice of Cancellation. The policy must provide for thirty (30) days' advance written notice to the Owner, IHDC, and the Administrative Agent in the event of cancellation, non-renewal, or material modification.

Important Note Regarding OCIP Coordination. The Owner is evaluating the potential implementation of an Owner-Controlled Insurance Program ("OCIP") for the Project, which is being managed by Northgate Insurance Brokerage, LLC (William Keane, Account Executive). If an OCIP is implemented by the Owner, the Builder's Risk insurance may be placed under the OCIP umbrella rather than being procured independently by the Contractor. In that event, the COI requirements for Builder's Risk coverage would be adjusted accordingly, and the Contractor's obligation to procure a standalone Builder's Risk policy would be modified or waived in writing by the Owner. Until such time as the Owner provides written confirmation that Builder's Risk coverage has been placed under an OCIP, the Contractor's obligation to procure the standalone Builder's Risk policy described above remains in full force and effect. TMCG's insurance broker should coordinate with Mr. Keane at Northgate Insurance Brokerage to ensure that there are no gaps or overlaps in coverage during any transition period.

2.3 Performance Bond

Exhibit D and the EPC Agreement require the Contractor to furnish a Performance Bond in the full amount of the GMP — Four Hundred Twelve Million Dollars ($412,000,000), representing one hundred percent (100%) of the GMP. Based on information provided to date, the surety for the Performance Bond will be Great Basin Surety & Insurance Corp. The Performance Bond must be issued in the following form and substance:

(a) Bond Form. The Performance Bond must be issued on AIA Document A312 — Performance Bond (2010 edition or most current edition) or an equivalent form acceptable to the Owner and the Administrative Agent.

(b) Principal. Titan-McAllister Construction Group, LLC.

(d) Dual Obligee Rider. The Performance Bond must include a dual obligee rider in favor of Summit National Bank, N.A., as Administrative Agent for the Lenders, such that the Administrative Agent has independent rights to make claims against the bond in the event of a Contractor default.

(e) Bond Effective Date. The Performance Bond must be effective as of the date of execution of the EPC Agreement (October 20, 2025).

(f) Bond Term. The Performance Bond must remain in effect through final Substantial Completion of all buildings and site improvements (including Buildings B–D, with final Substantial Completion anticipated on November 1, 2027) and through the correction of all deficiencies identified in any punch list issued in connection with Substantial Completion, and through the expiration of any applicable warranty or correction period set forth in the EPC Agreement.

(g) Surety Qualifications. The surety must be authorized to transact business in the Commonwealth of Virginia and must hold a current A.M. Best rating of A- (VII) or higher. A certificate of authority or other evidence of the surety's Virginia authorization must be provided, along with documentation of the surety's current A.M. Best rating.

2.4 Payment Bond

In addition to the Performance Bond, Exhibit D and the EPC Agreement require the Contractor to furnish a Payment Bond in the full amount of the GMP — Four Hundred Twelve Million Dollars ($412,000,000), representing one hundred percent (100%) of the GMP. The Payment Bond must be issued by Great Basin Surety & Insurance Corp. and must comply with the following requirements:

(a) Bond Form. The Payment Bond must be issued on AIA Document A312 — Payment Bond (2010 edition or most current edition) or an equivalent form acceptable to the Owner and the Administrative Agent.

(b) Principal. Titan-McAllister Construction Group, LLC.

(d) Dual Obligee Rider. The Payment Bond must include a dual obligee rider in favor of Summit National Bank, N.A., as Administrative Agent for the Lenders.

(e) Bond Effective Date and Term. The effective date and term of the Payment Bond must be the same as the Performance Bond, as described in Section 2.3(e) and 2.3(f) above.

(f) Surety Qualifications. The same surety qualification requirements applicable to the Performance Bond apply to the Payment Bond. The surety must be authorized to transact business in the Commonwealth of Virginia and must maintain an A.M. Best rating of A- (VII) or higher.

2.5 Workers' Compensation and Employers' Liability Insurance

Exhibit D requires the Contractor to maintain Workers' Compensation insurance providing coverage at statutory limits as required under the laws of the Commonwealth of Virginia and any other state in which work is performed or from which labor is sourced. In addition, the Contractor must maintain Employers' Liability insurance with the following minimum limits:

• $1,000,000 per accident;

• $1,000,000 disease — each employee; and

• $1,000,000 disease — policy limit.

The Workers' Compensation and Employers' Liability policy must include a waiver of subrogation endorsement in favor of the Owner, IHDC, and the Lenders. The policy must provide coverage for all states of operation, including, without limitation, Virginia and Maryland, as well as any other jurisdictions from which TMCG or its subcontractors source labor for the Project. If the Contractor employs workers subject to the United States Longshore and Harbor Workers' Compensation Act or any other federal workers' compensation statute, appropriate endorsements must be included.

2.6 Automobile Liability Insurance

The Contractor must maintain Automobile Liability insurance covering all owned, hired, and non-owned automobiles used in connection with the Project. The policy must provide a combined single limit of not less than the amount specified in Exhibit D (which, for a project of this scope, we understand to be not less than Five Million Dollars ($5,000,000) combined single limit per occurrence for bodily injury and property damage). The policy must include an additional insured endorsement in favor of the Owner, IHDC, and the Administrative Agent for the Lenders.

2.7 Umbrella / Excess Liability Insurance

Exhibit D requires the Contractor to maintain Umbrella or Excess Liability insurance in amounts sufficient to provide additional coverage above the limits of the CGL, Automobile Liability, and Employers' Liability policies. The Umbrella / Excess Liability policy must follow the form of the underlying policies and must include the same additional insured provisions applicable to the underlying CGL and Automobile Liability policies. The carrier, policy limits, and coverage terms must be clearly reflected on the COI. TMCG should confirm that the Umbrella / Excess Liability limits, when combined with the underlying policy limits, are adequate to meet the total liability coverage thresholds specified in Exhibit D.

2.8 Professional Liability / Errors & Omissions Insurance

To the extent the Contractor provides design services under the EPC Agreement (as is anticipated given the design-build structure of the EPC scope), Exhibit D requires the Contractor to maintain Professional Liability or Errors & Omissions ("E&O") insurance with minimum limits as specified therein. The following requirements apply:

(a) The Professional Liability policy must cover claims arising from the Contractor's performance of professional design services, including architectural, engineering, and other professional services rendered in connection with the Project.

(b) The policy must include a tail or extended reporting period of not less than three (3) years following the date of final Substantial Completion (i.e., through at least November 1, 2030).

(c) Because Professional Liability insurance is written on a claims-made basis, no additional insured endorsement is required. However, the Contractor must promptly notify the Owner of any claim or potential claim made under the Professional Liability policy that relates to the Project.

(d) The COI must clearly identify the retroactive date of the policy, which must be no later than the date on which design services for the Project commenced.

2.9 Pollution / Environmental Liability (Contractor's Pollution Liability)

Exhibit D requires the Contractor to maintain Contractor's Pollution Liability ("CPL") insurance covering pollution conditions arising from the Contractor's construction activities at the Project site. The CPL policy must provide minimum limits as specified in Exhibit D and must include an additional insured endorsement in favor of the Owner, IHDC, and the Administrative Agent for the Lenders. The policy must cover, at a minimum, bodily injury, property damage, and cleanup costs arising from the release, discharge, or dispersal of pollutants or contaminants in connection with the Contractor's operations at the Project site. Coverage must extend to transportation of hazardous materials and disposal site liability, if applicable.

3. Review of COIs Received to Date

As of the date of this letter, TMCG has provided preliminary certificates of insurance for the following coverages: (i) the CGL policy issued by Pinnacle Indemnity Insurance Co. (certificate dated September 15, 2025), and (ii) a preliminary indication letter from Great Basin Surety & Insurance Corp. regarding the Performance Bond and Payment Bond. We have not yet received COIs or supporting documentation for any of the remaining required coverages.

Upon preliminary review of the documents received to date, we have identified the following deficiencies and gaps that must be corrected or supplemented prior to the Owner's acceptance of the COIs:

(a) The preliminary CGL certificate does not include an additional insured endorsement naming Stonebridge Campus Holdings LLC, Ironhaven Data Centers LLC, or Summit National Bank, N.A. as Administrative Agent. The certificate references only a "blanket additional insured" provision but does not attach the endorsement itself. A copy of the actual endorsement form (e.g., CG 20 10 / CG 20 37 or equivalent) must be provided.

(b) The preliminary CGL certificate does not reflect a waiver of subrogation endorsement or a primary and non-contributory endorsement. Both endorsements are required under Exhibit D and the Construction Loan Agreement.

(c) The preliminary CGL certificate references a policy period expiring on March 1, 2026. Given that the construction period extends through November 1, 2027, TMCG must confirm that the policy will be renewed and that updated COIs will be provided upon each renewal, or, alternatively, that the policy period will be extended to cover the full construction duration.

(d) The preliminary indication letter from Great Basin Surety & Insurance Corp. does not constitute a binding commitment and does not include the dual obligee rider required by the Construction Loan Agreement. Executed bonds on AIA A312 forms, together with dual obligee riders, must be provided.

(e) No certificates or documentation have been received for Workers' Compensation and Employers' Liability, Automobile Liability, Umbrella / Excess Liability, Professional Liability, Builder's Risk, or Contractor's Pollution Liability insurance.

We request that TMCG address each of the deficiencies identified above and provide complete and compliant documentation for all required coverages in accordance with the schedule set forth in Section 7 of this letter.

4. Cross-Reference to Construction Loan Agreement Insurance Covenants

As noted in Section 1 above, the insurance requirements applicable to the Contractor's insurance program must satisfy not only Exhibit D to the EPC Agreement but also the insurance covenants set forth in the Construction Loan Agreement (Summit National Bank, N.A., as Administrative Agent; $390,000,000 senior secured construction loan facility; Reference No. CL-2025-VA-04418). The Construction Loan Agreement contains the following relevant insurance covenants, among others:

(a) Additional Insured / Loss Payee Requirements. All required contractor insurance policies must name the Administrative Agent as an additional insured (for liability coverages) or as loss payee (for property coverages, including Builder's Risk), as applicable.

(b) Dual Obligee Riders. Dual obligee riders must be issued on both the Performance Bond and the Payment Bond in favor of Summit National Bank, N.A., as Administrative Agent for the Lenders.

(c) Condition to Initial Advance. Evidence of all required contractor insurance must be delivered to the Administrative Agent as a condition to the initial advance under the Construction Loan Agreement. The Construction Loan Agreement further requires that a minimum equity contribution of Fifty-Two Million Five Hundred Thousand Dollars ($52,500,000) be funded by the Borrower before the first draw under the loan facility; however, insurance compliance is an independent draw condition that must be satisfied concurrently.

(d) Notice of Cancellation. All contractor insurance policies must provide for thirty (30) days' prior written notice to the Administrative Agent in the event of cancellation, non-renewal, or material modification of any such policy. A shorter notice period for non-payment of premium (typically ten (10) days) may be acceptable, provided it is clearly stated.

We request that all COIs and supporting endorsements be issued in form and substance satisfying both Exhibit D to the EPC Agreement and the insurance covenants of the Construction Loan Agreement. To the extent there are any inconsistencies between the requirements of Exhibit D and the Construction Loan Agreement, the more stringent requirement shall control, unless otherwise agreed in writing by the Owner and the Administrative Agent.

We note that the Lenders' outside counsel, Redmond & Calloway LLP (Victor Redmond, Partner), may have additional comments on the form and substance of the COIs and endorsements. We recommend that TMCG's insurance broker be prepared to engage directly with Mr. Redmond's team to address any such comments in a timely manner.

5. Insurance Compliance Matrix Cross-Reference

Calderwood & Harkness is in the process of preparing a comprehensive Insurance Requirements Compliance Matrix (the "Compliance Matrix") designed to cross-reference and track all insurance requirements applicable to the Project under both the EPC Agreement (Exhibit D) and the Construction Loan Agreement. A draft of the Compliance Matrix is enclosed with this letter for TMCG's reference. The Compliance Matrix is organized by coverage type and identifies, for each required coverage, the minimum limits, required endorsements, named insured and additional insured requirements, and any other policy-specific conditions imposed by either the EPC Agreement or the Construction Loan Agreement.

Any gaps or discrepancies identified through the Compliance Matrix review will be communicated to TMCG promptly for resolution prior to the issuance of the NTP. We ask that TMCG's insurance broker review the Compliance Matrix and confirm that each requirement can be met, or, if any requirement cannot be met in the form specified, identify the issue and propose an alternative that provides equivalent protection.

Additionally, Northgate Insurance Brokerage, LLC (William Keane, Account Executive) is coordinating the Owner-side insurance program, which includes the placement of any Owner-procured Builder's Risk coverage, the evaluation of the OCIP referenced in Section 2.2 above, and the procurement of operational coverages that will take effect upon Substantial Completion. TMCG's insurance broker should coordinate directly with Mr. Keane at Northgate Insurance Brokerage to ensure that there are no coverage gaps or overlaps between the Contractor's insurance program and the Owner's insurance program, particularly during the transition from the construction phase to the operational phase.

6. Specific Requests and Required Deliverables

Based on the foregoing, we respectfully request that TMCG provide the following documents to Calderwood & Harkness LLP, with copies to the parties identified in Section 7:

1. Certificate of Insurance — Commercial General Liability. COI evidencing the CGL policy issued by Pinnacle Indemnity Insurance Co. with a per-occurrence limit of $150,000,000, together with copies of all required endorsements, including the additional insured endorsement (for ongoing operations and products/completed operations), waiver of subrogation endorsement, and primary and non-contributory endorsement.

2. Certificate of Insurance — Builder's Risk. COI evidencing the Builder's Risk policy issued by Great Basin Surety & Insurance Corp. in the amount of $412,000,000, with a per-occurrence deductible of $250,000, together with copies of all required endorsements, including the additional named insured endorsement, loss payee endorsement in favor of Summit National Bank, N.A. as Administrative Agent, and waiver of subrogation endorsement.

3. Performance Bond. Fully executed Performance Bond in the amount of $412,000,000, issued by Great Basin Surety & Insurance Corp. on AIA Document A312 form (or equivalent acceptable form), with dual obligee rider in favor of Summit National Bank, N.A. as Administrative Agent.

4. Payment Bond. Fully executed Payment Bond in the amount of $412,000,000, issued by Great Basin Surety & Insurance Corp. on AIA Document A312 form (or equivalent acceptable form), with dual obligee rider in favor of Summit National Bank, N.A. as Administrative Agent.

5. Certificate of Insurance — Workers' Compensation and Employers' Liability. COI evidencing Workers' Compensation coverage at statutory limits and Employers' Liability coverage with minimum limits of $1,000,000 per accident / $1,000,000 disease — each employee / $1,000,000 disease — policy limit, with waiver of subrogation endorsement.

6. Certificate of Insurance — Automobile Liability. COI evidencing Automobile Liability coverage for owned, hired, and non-owned automobiles with a combined single limit of not less than $5,000,000 per occurrence, with additional insured endorsement.

7. Certificate of Insurance — Umbrella / Excess Liability. COI evidencing Umbrella or Excess Liability coverage in the amounts required by Exhibit D, sitting excess of the CGL, Automobile Liability, and Employers' Liability policies, with follow-form additional insured provisions.

8. Certificate of Insurance — Professional Liability (if applicable). To the extent TMCG is providing design services under the EPC Agreement (as anticipated under the design-build scope), COI evidencing Professional Liability / Errors & Omissions coverage with minimum limits as specified in Exhibit D and a tail or extended reporting period of not less than three (3) years following final Substantial Completion.

9. Certificate of Insurance — Contractor's Pollution Liability. COI evidencing Contractor's Pollution Liability coverage with minimum limits as specified in Exhibit D, with additional insured endorsement in favor of Owner and Lenders.

10. Copies of All Endorsements. Copies of all additional insured endorsements, waiver of subrogation endorsements, primary and non-contributory endorsements, and loss payee endorsements applicable to each of the policies described above, in their actual policy endorsement form (not merely referenced on the COI face sheet).

11. Evidence of Surety Qualifications. Documentation evidencing Great Basin Surety & Insurance Corp.'s authorization to transact surety and insurance business in the Commonwealth of Virginia (e.g., certificate of authority from the Virginia Bureau of Insurance) and a current A.M. Best rating confirmation reflecting a rating of A- (VII) or higher.

12. Confirmation of Notice Provisions. Written confirmation from each insurance carrier and the surety that all policies and bonds include provisions for thirty (30) days' advance written notice of cancellation, non-renewal, or material modification to the Owner, IHDC, and the Administrative Agent.

7. Deadline for Delivery

We request that all COIs, executed bond forms, endorsements, and supporting documentation identified in Section 6 above be delivered to Calderwood & Harkness LLP no later than October 17, 2025 (which is ten (10) business days prior to the anticipated NTP date of November 1, 2025). This timeline is necessary to allow Calderwood & Harkness, the Owner, and the Lenders' counsel adequate time to review the documentation, identify any remaining deficiencies, and work with TMCG to resolve those deficiencies prior to the NTP date.

Please be advised that failure to deliver compliant insurance documentation by the deadline specified above will delay the Owner's issuance of the NTP and, consequently, the commencement of the twenty-four (24) month construction period. Such a delay could have material adverse effects on the Project schedule, the Owner's financing arrangements, and the Owner's commitments to its data center tenants. We strongly urge TMCG to treat this request with the highest priority.

Copies of all documents should be provided simultaneously to each of the following parties:

(a) Stonebridge Campus Holdings LLC — c/o Leonard Castellano, Executive Vice President, Development, Ironhaven Data Centers LLC, 44680 Prentice Drive, Suite 200, Ashburn, VA 20147;

(b) Kestrel Infrastructure Advisors, LLC — Diane Prescott, Engagement Lead, 1750 Tysons Boulevard, Suite 600, Tysons, VA 22102 (Owner's Representative);

(c) Summit National Bank, N.A. — Karen Ellsworth, Managing Director, 1275 Avenue of Commerce, 12th Floor, McLean, VA 22102 (Administrative Agent);

(d) Redmond & Calloway LLP — Victor Redmond, Partner, 8300 Greensboro Drive, Suite 1100, McLean, VA 22102 (Lender's Counsel); and

(e) Northgate Insurance Brokerage, LLC — William Keane, Account Executive (Owner's Insurance Broker).

8. Ongoing Insurance Obligations

We take this opportunity to remind TMCG of its ongoing obligations under the EPC Agreement with respect to insurance and bonding. The Contractor is required to maintain all coverages described in Exhibit D throughout the entire construction period, commencing on the NTP date (November 1, 2025) and continuing through final Substantial Completion of Buildings B–D (anticipated to be November 1, 2027), and through any warranty, correction, or guarantee period specified in the EPC Agreement.

In particular, TMCG is obligated to:

(a) Provide updated COIs to the Owner and the Administrative Agent promptly upon each policy renewal, and in no event later than ten (10) days prior to the expiration of any then-current policy;

(b) Notify the Owner and the Administrative Agent immediately, and in no event later than five (5) business days, after becoming aware of any claim, cancellation, non-renewal, or material change in coverage under any required insurance policy or bond;

(c) Ensure that all subcontractors of any tier engaged in connection with the Project carry insurance meeting the minimum thresholds set forth in Exhibit D and the EPC Agreement, and that certificates of insurance evidencing such subcontractor coverage are maintained by TMCG and made available to the Owner upon request; and

(d) Not permit any lapse in coverage and not make any material change to the terms, limits, or conditions of any required insurance policy without the prior written consent of the Owner.

9. Reservation of Rights

This letter and the requests contained herein do not constitute, and shall not be construed as, a waiver of any of the Owner's rights or remedies under the EPC Agreement, at law, or in equity, including, without limitation, the Owner's right to withhold the NTP, suspend work, or terminate the EPC Agreement for the Contractor's failure to procure or maintain the required insurance coverages and bonds. The Owner expressly reserves all such rights and remedies.

The Owner further reserves the right to require modifications, enhancements, or increases to the Contractor's insurance coverage at any time during the term of the EPC Agreement if such modifications are required by the Lenders under the Construction Loan Agreement, by applicable law, or by changes in the scope of work or risk profile of the Project.

Finally, any review of COIs, endorsements, policies, or bond forms by Calderwood & Harkness LLP is conducted solely for the benefit of the Owner and IHDC and does not constitute a legal opinion or representation as to the adequacy, sufficiency, enforceability, or solvency of any insurance policy, bond, or surety. TMCG remains solely responsible for ensuring that its insurance program complies with the requirements of the EPC Agreement and all applicable laws and regulations.

We appreciate TMCG's attention to this matter and look forward to receiving the requested documentation in advance of the October 17, 2025 deadline. Should you or your insurance broker have any questions regarding the requirements set forth in this letter, please do not hesitate to contact Cynthia Ho, Lead Associate (cho@calderwoodharkness.com; (202) 282-5147), or Grace Nakamura, Working Associate (gnakamura@calderwoodharkness.com; (202) 282-5203), at our Washington, DC office, or the undersigned.

Very truly yours,

CALDERWOOD & HARKNESS LLP

By: ________

Douglas Fairchild, Partner Calderwood & Harkness LLP 425 Lexington Avenue New York, NY 10017 Telephone: (212) 558-4122

Email: dfairchild@calderwoodharkness.com

cc (via e-mail):

Marcus Thorne, Chief Executive Officer, Ironhaven Data Centers LLC Priya Dasgupta, Chief Financial Officer, Ironhaven Data Centers LLC Leonard Castellano, Executive Vice President, Development, Ironhaven Data Centers LLC Michelle Tran, Senior Vice President, Data Center Programs, Titan-McAllister Construction Group, LLC Karen Ellsworth, Managing Director, Summit National Bank, N.A. Victor Redmond, Partner, Redmond & Calloway LLP Diane Prescott, Engagement Lead, Kestrel Infrastructure Advisors, LLC William Keane, Account Executive, Northgate Insurance Brokerage, LLC Cynthia Ho, Lead Associate, Calderwood & Harkness LLP Grace Nakamura, Working Associate, Calderwood & Harkness LLP Angela Fontaine, Calderwood & Harkness LLP

Enclosures:

1. Exhibit D to the EPC Agreement — Insurance Requirements (for reference)

2. Relevant excerpts of Construction Loan Agreement insurance covenants (Sections 6.04, 6.05, and 7.01(h)) (for reference)

3. Draft Insurance Requirements Compliance Matrix (for reference)

CALDERWOOD & HARKNESS LLP
425 Lexington Avenue New York, NY 10017 Telephone: (212) 558-4000 Facsimile: (212) 558-3588
1900 K Street NW, Suite 800 Washington, DC 20006 Telephone: (202) 282-5000 Facsimile: (202) 282-5100
Matter No. 1043-00002
October 10, 2025
VIA E-MAIL AND Sundial Data Systems
Mr. Raymond Okafor, President Titan-McAllister Construction Group, LLC 7900 Harkins Road, Suite 100 Lanham, MD 20706
cc: Michelle Tran, Senior Vice President, Data Center Programs
Re: Stonebridge Data Center Campus — EPC Agreement Insurance Requirements; Request for Certificates of Insurance
Reference is made to (i) the Engineering, Procurement, and Construction Agreement (the "EPC Agreement") between Stonebridge Campus Holdings LLC, a Delaware limited liability company ("Owner"), and Titan-McAllister Construction Group, LLC, a Maryland limited liability company ("Contractor" or "TMCG"), for the design and construction of the Stonebridge Data Center Campus, Loudoun County, Virginia, with a Guaranteed Maximum Price ("GMP") of Four Hundred Twelve Million Dollars ($412,000,000); and (ii) Exhibit D to the EPC Agreement — Insurance Requirements.
Dear Mr. Okafor:
1. Introduction and Purpose
Calderwood & Harkness LLP represents Ironhaven Data Centers LLC ("IHDC"), the sole member of Stonebridge Campus Holdings LLC (the "Owner"), in connection with the development of the Stonebridge Data Center Campus located at the intersection of Belmont Ridge Road and Stonebridge Boulevard, unincorporated Loudoun County, Virginia 20148 (the "Project"). We are writing to you in our capacity as outside counsel to the Owner and IHDC with respect to the insurance and bonding requirements applicable to the Contractor under the EPC Agreement.
The purpose of this letter is to formally request that TMCG provide certificates of insurance ("COIs") and, where applicable, copies of all relevant policy endorsements evidencing full compliance with the insurance requirements set forth in Exhibit D to the EPC Agreement. As you are aware, the EPC Agreement is expected to be executed on or about October 20, 2025, and the parties have targeted November 1, 2025, as the date for issuance of the Notice to Proceed ("NTP"). The delivery of compliant COIs, together with fully executed performance and payment bonds, constitutes a condition precedent to the Owner's issuance of the NTP. Accordingly, timely delivery of these documents is essential to maintaining the Project's schedule.
We also wish to bring to your attention that the insurance requirements applicable to the EPC Agreement must satisfy not only Exhibit D but also the insurance covenants contained in the Construction Loan Agreement (the "Construction Loan Agreement") among Stonebridge Campus Holdings LLC, as Borrower, Summit National Bank, N.A., as Administrative Agent, and Cascade Commercial Lending Corp. and Harborview Trust Company (collectively, the "Lenders"), providing for a Three Hundred Ninety Million Dollar ($390,000,000) senior secured construction loan facility (Reference No. CL-2025-VA-04418). Under the Construction Loan Agreement, evidence of all required contractor insurance is a condition to the initial loan advance, and the Owner must demonstrate compliance before it may draw upon the facility. Any delay in the delivery of compliant insurance documentation will therefore have a cascading effect on the Owner's ability to fund the Project and on the overall construction timeline.
This letter sets forth in detail the insurance and bonding requirements under Exhibit D, identifies the specific COIs and endorsements that must be delivered, and provides a deadline for delivery of the same. We have organized this letter to serve as a comprehensive reference for your insurance broker and surety company so that each deliverable can be prepared in the required form and substance.
2. Summary of EPC Agreement Insurance Requirements (Per Exhibit D)
Set forth below is a summary of each category of insurance and bonding required under Exhibit D to the EPC Agreement. For each category, we have identified the minimum coverage requirements, the carrier (to the extent known), and the specific endorsements and documentation that must be reflected on the applicable COI. TMCG should review this summary carefully in conjunction with the full text of Exhibit D, which is enclosed for ease of reference.
2.1 Commercial General Liability ("CGL") Insurance
Exhibit D requires the Contractor to maintain an occurrence-based Commercial General Liability insurance policy with per-occurrence limits adequate to cover the scope of work under the EPC Agreement. Based on information provided to date by TMCG, the Contractor carries a CGL policy with a per-occurrence limit of One Hundred Fifty Million Dollars ($150,000,000), underwritten by Pinnacle Indemnity Insurance Co., a Pennsylvania-domiciled insurance company. The COI for the CGL policy must reflect the following:
(a) Named Insured. The named insured on the CGL policy must be Titan-McAllister Construction Group, LLC.
(b) Additional Insured Endorsement. Stonebridge Campus Holdings LLC, Ironhaven Data Centers LLC, and Summit National Bank, N.A., as Administrative Agent for the Lenders (and their respective officers, directors, members, managers, employees, and agents) must be named as additional insureds under a blanket or specifically scheduled additional insured endorsement. The additional insured endorsement must apply to both ongoing operations and products and completed operations.
(c) Products and Completed Operations Coverage. The CGL policy must include coverage for products and completed operations for a period extending beyond Substantial Completion, as required by Exhibit D.
(d) Contractual Liability Coverage. The CGL policy must include contractual liability coverage, and the policy must not contain any exclusion or limitation that would negate coverage for the Contractor's indemnification obligations under the EPC Agreement.
(e) Policy Period. The CGL policy must be in effect for the full construction duration, commencing no later than the NTP date (anticipated to be November 1, 2025) and continuing through Substantial Completion of Buildings B–D (anticipated to be November 1, 2027), plus any applicable tail or extended reporting period as may be required by Exhibit D.
(f) Waiver of Subrogation Endorsement. The CGL policy must include a waiver of subrogation endorsement in favor of the Owner, IHDC, and the Lenders (including the Administrative Agent).
(g) Primary and Non-Contributory Endorsement. The CGL policy must be endorsed to provide that it is primary to, and non-contributory with, any insurance maintained by or available to the Owner, IHDC, or the Lenders.
(h) Notice of Cancellation. The CGL policy must provide for thirty (30) days' advance written notice to the Owner, IHDC, and the Administrative Agent in the event of cancellation, non-renewal, or material modification of the policy. The ten (10) day exception for non-payment of premium, if applicable under the policy, should be clearly stated on the COI.
We note that the $150,000,000 per-occurrence limit, while substantial, should be evaluated in light of the overall GMP of $412,000,000 and the nature of the Project. We reserve the Owner's right to request higher limits if the Lenders or the Owner's risk advisors determine that such limits are warranted.
2.2 Builder's Risk Insurance
Exhibit D requires the Contractor to procure and maintain a Builder's Risk insurance policy in an amount equal to the full GMP of Four Hundred Twelve Million Dollars ($412,000,000). Based on information provided to date, TMCG intends to place the Builder's Risk policy with Great Basin Surety & Insurance Corp., a Wyoming-domiciled corporation, with a deductible of Two Hundred Fifty Thousand Dollars ($250,000) per occurrence. The COI for the Builder's Risk policy must reflect the following:
(a) Named Insured and Additional Named Insureds. The named insured must be Titan-McAllister Construction Group, LLC. Stonebridge Campus Holdings LLC and Ironhaven Data Centers LLC must be included as additional named insureds.
(b) Loss Payee. Summit National Bank, N.A., as Administrative Agent for the Lenders, must be named as the loss payee under a standard mortgagee or lender's loss payable endorsement. The loss payee endorsement must provide that proceeds in excess of a threshold to be determined (typically $500,000) shall be paid jointly to the Owner and the Administrative Agent, or directly to the Administrative Agent, as required by the Construction Loan Agreement.
(c) "All-Risk" or "Special Form" Coverage. The Builder's Risk policy must provide "all-risk" or "special form" coverage, including, without limitation, coverage for the following perils: fire, lightning, windstorm, hail, explosion, riot, civil commotion, aircraft and vehicle damage, smoke, vandalism, malicious mischief, theft, collapse, flood (including coverage for flood zones applicable to the Project site in Loudoun County, Virginia), earthquake (if applicable to the site based on seismic zone classification), and transit of materials and equipment.
(d) Coverage for Materials Stored On-Site and In Transit. The policy must cover materials, equipment, and supplies stored on the Project site as well as materials and equipment in transit to the Project site, from the point of origin, without any sublimit that would materially impair coverage.
(e) Soft Costs Coverage. The policy must include soft costs coverage providing for reimbursement of design fees, legal fees, additional financing charges, real estate taxes, and other carrying costs incurred as a result of a covered delay, with sublimits as specified in Exhibit D.
(f) Policy Period. The Builder's Risk policy must be in effect from the NTP date (November 1, 2025) through final Substantial Completion of Buildings B–D (November 1, 2027), with provisions for extension in the event of construction delays.
(g) Waiver of Subrogation Endorsement. The policy must include a waiver of subrogation endorsement in favor of the Owner, IHDC, the Lenders, and the Administrative Agent.
(h) Notice of Cancellation. The policy must provide for thirty (30) days' advance written notice to the Owner, IHDC, and the Administrative Agent in the event of cancellation, non-renewal, or material modification.
Important Note Regarding OCIP Coordination. The Owner is evaluating the potential implementation of an Owner-Controlled Insurance Program ("OCIP") for the Project, which is being managed by Northgate Insurance Brokerage, LLC (William Keane, Account Executive). If an OCIP is implemented by the Owner, the Builder's Risk insurance may be placed under the OCIP umbrella rather than being procured independently by the Contractor. In that event, the COI requirements for Builder's Risk coverage would be adjusted accordingly, and the Contractor's obligation to procure a standalone Builder's Risk policy would be modified or waived in writing by the Owner. Until such time as the Owner provides written confirmation that Builder's Risk coverage has been placed under an OCIP, the Contractor's obligation to procure the standalone Builder's Risk policy described above remains in full force and effect. TMCG's insurance broker should coordinate with Mr. Keane at Northgate Insurance Brokerage to ensure that there are no gaps or overlaps in coverage during any transition period.
2.3 Performance Bond
Exhibit D and the EPC Agreement require the Contractor to furnish a Performance Bond in the full amount of the GMP — Four Hundred Twelve Million Dollars ($412,000,000), representing one hundred percent (100%) of the GMP. Based on information provided to date, the surety for the Performance Bond will be Great Basin Surety & Insurance Corp. The Performance Bond must be issued in the following form and substance:
(a) Bond Form. The Performance Bond must be issued on AIA Document A312 — Performance Bond (2010 edition or most current edition) or an equivalent form acceptable to the Owner and the Administrative Agent.
(b) Principal. Titan-McAllister Construction Group, LLC.
(c) Obligee. Stonebridge Campus Holdings LLC.
(d) Dual Obligee Rider. The Performance Bond must include a dual obligee rider in favor of Summit National Bank, N.A., as Administrative Agent for the Lenders, such that the Administrative Agent has independent rights to make claims against the bond in the event of a Contractor default.
(e) Bond Effective Date. The Performance Bond must be effective as of the date of execution of the EPC Agreement (October 20, 2025).
(f) Bond Term. The Performance Bond must remain in effect through final Substantial Completion of all buildings and site improvements (including Buildings B–D, with final Substantial Completion anticipated on November 1, 2027) and through the correction of all deficiencies identified in any punch list issued in connection with Substantial Completion, and through the expiration of any applicable warranty or correction period set forth in the EPC Agreement.
(g) Surety Qualifications. The surety must be authorized to transact business in the Commonwealth of Virginia and must hold a current A.M. Best rating of A- (VII) or higher. A certificate of authority or other evidence of the surety's Virginia authorization must be provided, along with documentation of the surety's current A.M. Best rating.
2.4 Payment Bond
In addition to the Performance Bond, Exhibit D and the EPC Agreement require the Contractor to furnish a Payment Bond in the full amount of the GMP — Four Hundred Twelve Million Dollars ($412,000,000), representing one hundred percent (100%) of the GMP. The Payment Bond must be issued by Great Basin Surety & Insurance Corp. and must comply with the following requirements:
(a) Bond Form. The Payment Bond must be issued on AIA Document A312 — Payment Bond (2010 edition or most current edition) or an equivalent form acceptable to the Owner and the Administrative Agent.
(b) Principal. Titan-McAllister Construction Group, LLC.
(c) Obligee. Stonebridge Campus Holdings LLC.
(d) Dual Obligee Rider. The Payment Bond must include a dual obligee rider in favor of Summit National Bank, N.A., as Administrative Agent for the Lenders.
(e) Bond Effective Date and Term. The effective date and term of the Payment Bond must be the same as the Performance Bond, as described in Section 2.3(e) and 2.3(f) above.
(f) Surety Qualifications. The same surety qualification requirements applicable to the Performance Bond apply to the Payment Bond. The surety must be authorized to transact business in the Commonwealth of Virginia and must maintain an A.M. Best rating of A- (VII) or higher.
2.5 Workers' Compensation and Employers' Liability Insurance
Exhibit D requires the Contractor to maintain Workers' Compensation insurance providing coverage at statutory limits as required under the laws of the Commonwealth of Virginia and any other state in which work is performed or from which labor is sourced. In addition, the Contractor must maintain Employers' Liability insurance with the following minimum limits:
• $1,000,000 per accident;
• $1,000,000 disease — each employee; and
• $1,000,000 disease — policy limit.
The Workers' Compensation and Employers' Liability policy must include a waiver of subrogation endorsement in favor of the Owner, IHDC, and the Lenders. The policy must provide coverage for all states of operation, including, without limitation, Virginia and Maryland, as well as any other jurisdictions from which TMCG or its subcontractors source labor for the Project. If the Contractor employs workers subject to the United States Longshore and Harbor Workers' Compensation Act or any other federal workers' compensation statute, appropriate endorsements must be included.
2.6 Automobile Liability Insurance
The Contractor must maintain Automobile Liability insurance covering all owned, hired, and non-owned automobiles used in connection with the Project. The policy must provide a combined single limit of not less than the amount specified in Exhibit D (which, for a project of this scope, we understand to be not less than Five Million Dollars ($5,000,000) combined single limit per occurrence for bodily injury and property damage). The policy must include an additional insured endorsement in favor of the Owner, IHDC, and the Administrative Agent for the Lenders.
2.7 Umbrella / Excess Liability Insurance
Exhibit D requires the Contractor to maintain Umbrella or Excess Liability insurance in amounts sufficient to provide additional coverage above the limits of the CGL, Automobile Liability, and Employers' Liability policies. The Umbrella / Excess Liability policy must follow the form of the underlying policies and must include the same additional insured provisions applicable to the underlying CGL and Automobile Liability policies. The carrier, policy limits, and coverage terms must be clearly reflected on the COI. TMCG should confirm that the Umbrella / Excess Liability limits, when combined with the underlying policy limits, are adequate to meet the total liability coverage thresholds specified in Exhibit D.
2.8 Professional Liability / Errors & Omissions Insurance
To the extent the Contractor provides design services under the EPC Agreement (as is anticipated given the design-build structure of the EPC scope), Exhibit D requires the Contractor to maintain Professional Liability or Errors & Omissions ("E&O") insurance with minimum limits as specified therein. The following requirements apply:
(a) The Professional Liability policy must cover claims arising from the Contractor's performance of professional design services, including architectural, engineering, and other professional services rendered in connection with the Project.
(b) The policy must include a tail or extended reporting period of not less than three (3) years following the date of final Substantial Completion (i.e., through at least November 1, 2030).
(c) Because Professional Liability insurance is written on a claims-made basis, no additional insured endorsement is required. However, the Contractor must promptly notify the Owner of any claim or potential claim made under the Professional Liability policy that relates to the Project.
(d) The COI must clearly identify the retroactive date of the policy, which must be no later than the date on which design services for the Project commenced.
2.9 Pollution / Environmental Liability (Contractor's Pollution Liability)
Exhibit D requires the Contractor to maintain Contractor's Pollution Liability ("CPL") insurance covering pollution conditions arising from the Contractor's construction activities at the Project site. The CPL policy must provide minimum limits as specified in Exhibit D and must include an additional insured endorsement in favor of the Owner, IHDC, and the Administrative Agent for the Lenders. The policy must cover, at a minimum, bodily injury, property damage, and cleanup costs arising from the release, discharge, or dispersal of pollutants or contaminants in connection with the Contractor's operations at the Project site. Coverage must extend to transportation of hazardous materials and disposal site liability, if applicable.
3. Review of COIs Received to Date
As of the date of this letter, TMCG has provided preliminary certificates of insurance for the following coverages: (i) the CGL policy issued by Pinnacle Indemnity Insurance Co. (certificate dated September 15, 2025), and (ii) a preliminary indication letter from Great Basin Surety & Insurance Corp. regarding the Performance Bond and Payment Bond. We have not yet received COIs or supporting documentation for any of the remaining required coverages.
Upon preliminary review of the documents received to date, we have identified the following deficiencies and gaps that must be corrected or supplemented prior to the Owner's acceptance of the COIs:
(a) The preliminary CGL certificate does not include an additional insured endorsement naming Stonebridge Campus Holdings LLC, Ironhaven Data Centers LLC, or Summit National Bank, N.A. as Administrative Agent. The certificate references only a "blanket additional insured" provision but does not attach the endorsement itself. A copy of the actual endorsement form (e.g., CG 20 10 / CG 20 37 or equivalent) must be provided.
(b) The preliminary CGL certificate does not reflect a waiver of subrogation endorsement or a primary and non-contributory endorsement. Both endorsements are required under Exhibit D and the Construction Loan Agreement.
(c) The preliminary CGL certificate references a policy period expiring on March 1, 2026. Given that the construction period extends through November 1, 2027, TMCG must confirm that the policy will be renewed and that updated COIs will be provided upon each renewal, or, alternatively, that the policy period will be extended to cover the full construction duration.
(d) The preliminary indication letter from Great Basin Surety & Insurance Corp. does not constitute a binding commitment and does not include the dual obligee rider required by the Construction Loan Agreement. Executed bonds on AIA A312 forms, together with dual obligee riders, must be provided.
(e) No certificates or documentation have been received for Workers' Compensation and Employers' Liability, Automobile Liability, Umbrella / Excess Liability, Professional Liability, Builder's Risk, or Contractor's Pollution Liability insurance.
We request that TMCG address each of the deficiencies identified above and provide complete and compliant documentation for all required coverages in accordance with the schedule set forth in Section 7 of this letter.
4. Cross-Reference to Construction Loan Agreement Insurance Covenants
As noted in Section 1 above, the insurance requirements applicable to the Contractor's insurance program must satisfy not only Exhibit D to the EPC Agreement but also the insurance covenants set forth in the Construction Loan Agreement (Summit National Bank, N.A., as Administrative Agent; $390,000,000 senior secured construction loan facility; Reference No. CL-2025-VA-04418). The Construction Loan Agreement contains the following relevant insurance covenants, among others:
(a) Additional Insured / Loss Payee Requirements. All required contractor insurance policies must name the Administrative Agent as an additional insured (for liability coverages) or as loss payee (for property coverages, including Builder's Risk), as applicable.
(b) Dual Obligee Riders. Dual obligee riders must be issued on both the Performance Bond and the Payment Bond in favor of Summit National Bank, N.A., as Administrative Agent for the Lenders.
(c) Condition to Initial Advance. Evidence of all required contractor insurance must be delivered to the Administrative Agent as a condition to the initial advance under the Construction Loan Agreement. The Construction Loan Agreement further requires that a minimum equity contribution of Fifty-Two Million Five Hundred Thousand Dollars ($52,500,000) be funded by the Borrower before the first draw under the loan facility; however, insurance compliance is an independent draw condition that must be satisfied concurrently.
(d) Notice of Cancellation. All contractor insurance policies must provide for thirty (30) days' prior written notice to the Administrative Agent in the event of cancellation, non-renewal, or material modification of any such policy. A shorter notice period for non-payment of premium (typically ten (10) days) may be acceptable, provided it is clearly stated.
We request that all COIs and supporting endorsements be issued in form and substance satisfying both Exhibit D to the EPC Agreement and the insurance covenants of the Construction Loan Agreement. To the extent there are any inconsistencies between the requirements of Exhibit D and the Construction Loan Agreement, the more stringent requirement shall control, unless otherwise agreed in writing by the Owner and the Administrative Agent.
We note that the Lenders' outside counsel, Redmond & Calloway LLP (Victor Redmond, Partner), may have additional comments on the form and substance of the COIs and endorsements. We recommend that TMCG's insurance broker be prepared to engage directly with Mr. Redmond's team to address any such comments in a timely manner.
5. Insurance Compliance Matrix Cross-Reference
Calderwood & Harkness is in the process of preparing a comprehensive Insurance Requirements Compliance Matrix (the "Compliance Matrix") designed to cross-reference and track all insurance requirements applicable to the Project under both the EPC Agreement (Exhibit D) and the Construction Loan Agreement. A draft of the Compliance Matrix is enclosed with this letter for TMCG's reference. The Compliance Matrix is organized by coverage type and identifies, for each required coverage, the minimum limits, required endorsements, named insured and additional insured requirements, and any other policy-specific conditions imposed by either the EPC Agreement or the Construction Loan Agreement.
Any gaps or discrepancies identified through the Compliance Matrix review will be communicated to TMCG promptly for resolution prior to the issuance of the NTP. We ask that TMCG's insurance broker review the Compliance Matrix and confirm that each requirement can be met, or, if any requirement cannot be met in the form specified, identify the issue and propose an alternative that provides equivalent protection.
Additionally, Northgate Insurance Brokerage, LLC (William Keane, Account Executive) is coordinating the Owner-side insurance program, which includes the placement of any Owner-procured Builder's Risk coverage, the evaluation of the OCIP referenced in Section 2.2 above, and the procurement of operational coverages that will take effect upon Substantial Completion. TMCG's insurance broker should coordinate directly with Mr. Keane at Northgate Insurance Brokerage to ensure that there are no coverage gaps or overlaps between the Contractor's insurance program and the Owner's insurance program, particularly during the transition from the construction phase to the operational phase.
6. Specific Requests and Required Deliverables
Based on the foregoing, we respectfully request that TMCG provide the following documents to Calderwood & Harkness LLP, with copies to the parties identified in Section 7:
1. Certificate of Insurance — Commercial General Liability. COI evidencing the CGL policy issued by Pinnacle Indemnity Insurance Co. with a per-occurrence limit of $150,000,000, together with copies of all required endorsements, including the additional insured endorsement (for ongoing operations and products/completed operations), waiver of subrogation endorsement, and primary and non-contributory endorsement.
2. Certificate of Insurance — Builder's Risk. COI evidencing the Builder's Risk policy issued by Great Basin Surety & Insurance Corp. in the amount of $412,000,000, with a per-occurrence deductible of $250,000, together with copies of all required endorsements, including the additional named insured endorsement, loss payee endorsement in favor of Summit National Bank, N.A. as Administrative Agent, and waiver of subrogation endorsement.
3. Performance Bond. Fully executed Performance Bond in the amount of $412,000,000, issued by Great Basin Surety & Insurance Corp. on AIA Document A312 form (or equivalent acceptable form), with dual obligee rider in favor of Summit National Bank, N.A. as Administrative Agent.
4. Payment Bond. Fully executed Payment Bond in the amount of $412,000,000, issued by Great Basin Surety & Insurance Corp. on AIA Document A312 form (or equivalent acceptable form), with dual obligee rider in favor of Summit National Bank, N.A. as Administrative Agent.
5. Certificate of Insurance — Workers' Compensation and Employers' Liability. COI evidencing Workers' Compensation coverage at statutory limits and Employers' Liability coverage with minimum limits of $1,000,000 per accident / $1,000,000 disease — each employee / $1,000,000 disease — policy limit, with waiver of subrogation endorsement.
6. Certificate of Insurance — Automobile Liability. COI evidencing Automobile Liability coverage for owned, hired, and non-owned automobiles with a combined single limit of not less than $5,000,000 per occurrence, with additional insured endorsement.
7. Certificate of Insurance — Umbrella / Excess Liability. COI evidencing Umbrella or Excess Liability coverage in the amounts required by Exhibit D, sitting excess of the CGL, Automobile Liability, and Employers' Liability policies, with follow-form additional insured provisions.
8. Certificate of Insurance — Professional Liability (if applicable). To the extent TMCG is providing design services under the EPC Agreement (as anticipated under the design-build scope), COI evidencing Professional Liability / Errors & Omissions coverage with minimum limits as specified in Exhibit D and a tail or extended reporting period of not less than three (3) years following final Substantial Completion.
9. Certificate of Insurance — Contractor's Pollution Liability. COI evidencing Contractor's Pollution Liability coverage with minimum limits as specified in Exhibit D, with additional insured endorsement in favor of Owner and Lenders.
10. Copies of All Endorsements. Copies of all additional insured endorsements, waiver of subrogation endorsements, primary and non-contributory endorsements, and loss payee endorsements applicable to each of the policies described above, in their actual policy endorsement form (not merely referenced on the COI face sheet).
11. Evidence of Surety Qualifications. Documentation evidencing Great Basin Surety & Insurance Corp.'s authorization to transact surety and insurance business in the Commonwealth of Virginia (e.g., certificate of authority from the Virginia Bureau of Insurance) and a current A.M. Best rating confirmation reflecting a rating of A- (VII) or higher.
12. Confirmation of Notice Provisions. Written confirmation from each insurance carrier and the surety that all policies and bonds include provisions for thirty (30) days' advance written notice of cancellation, non-renewal, or material modification to the Owner, IHDC, and the Administrative Agent.
7. Deadline for Delivery
We request that all COIs, executed bond forms, endorsements, and supporting documentation identified in Section 6 above be delivered to Calderwood & Harkness LLP no later than October 17, 2025 (which is ten (10) business days prior to the anticipated NTP date of November 1, 2025). This timeline is necessary to allow Calderwood & Harkness, the Owner, and the Lenders' counsel adequate time to review the documentation, identify any remaining deficiencies, and work with TMCG to resolve those deficiencies prior to the NTP date.
Please be advised that failure to deliver compliant insurance documentation by the deadline specified above will delay the Owner's issuance of the NTP and, consequently, the commencement of the twenty-four (24) month construction period. Such a delay could have material adverse effects on the Project schedule, the Owner's financing arrangements, and the Owner's commitments to its data center tenants. We strongly urge TMCG to treat this request with the highest priority.
Copies of all documents should be provided simultaneously to each of the following parties:
(a) Stonebridge Campus Holdings LLC — c/o Leonard Castellano, Executive Vice President, Development, Ironhaven Data Centers LLC, 44680 Prentice Drive, Suite 200, Ashburn, VA 20147;
(b) Kestrel Infrastructure Advisors, LLC — Diane Prescott, Engagement Lead, 1750 Tysons Boulevard, Suite 600, Tysons, VA 22102 (Owner's Representative);
(c) Summit National Bank, N.A. — Karen Ellsworth, Managing Director, 1275 Avenue of Commerce, 12th Floor, McLean, VA 22102 (Administrative Agent);
(d) Redmond & Calloway LLP — Victor Redmond, Partner, 8300 Greensboro Drive, Suite 1100, McLean, VA 22102 (Lender's Counsel); and
(e) Northgate Insurance Brokerage, LLC — William Keane, Account Executive (Owner's Insurance Broker).
8. Ongoing Insurance Obligations
We take this opportunity to remind TMCG of its ongoing obligations under the EPC Agreement with respect to insurance and bonding. The Contractor is required to maintain all coverages described in Exhibit D throughout the entire construction period, commencing on the NTP date (November 1, 2025) and continuing through final Substantial Completion of Buildings B–D (anticipated to be November 1, 2027), and through any warranty, correction, or guarantee period specified in the EPC Agreement.
In particular, TMCG is obligated to:
(a) Provide updated COIs to the Owner and the Administrative Agent promptly upon each policy renewal, and in no event later than ten (10) days prior to the expiration of any then-current policy;
(b) Notify the Owner and the Administrative Agent immediately, and in no event later than five (5) business days, after becoming aware of any claim, cancellation, non-renewal, or material change in coverage under any required insurance policy or bond;
(c) Ensure that all subcontractors of any tier engaged in connection with the Project carry insurance meeting the minimum thresholds set forth in Exhibit D and the EPC Agreement, and that certificates of insurance evidencing such subcontractor coverage are maintained by TMCG and made available to the Owner upon request; and
(d) Not permit any lapse in coverage and not make any material change to the terms, limits, or conditions of any required insurance policy without the prior written consent of the Owner.
9. Reservation of Rights
This letter and the requests contained herein do not constitute, and shall not be construed as, a waiver of any of the Owner's rights or remedies under the EPC Agreement, at law, or in equity, including, without limitation, the Owner's right to withhold the NTP, suspend work, or terminate the EPC Agreement for the Contractor's failure to procure or maintain the required insurance coverages and bonds. The Owner expressly reserves all such rights and remedies.
The Owner further reserves the right to require modifications, enhancements, or increases to the Contractor's insurance coverage at any time during the term of the EPC Agreement if such modifications are required by the Lenders under the Construction Loan Agreement, by applicable law, or by changes in the scope of work or risk profile of the Project.
Finally, any review of COIs, endorsements, policies, or bond forms by Calderwood & Harkness LLP is conducted solely for the benefit of the Owner and IHDC and does not constitute a legal opinion or representation as to the adequacy, sufficiency, enforceability, or solvency of any insurance policy, bond, or surety. TMCG remains solely responsible for ensuring that its insurance program complies with the requirements of the EPC Agreement and all applicable laws and regulations.
We appreciate TMCG's attention to this matter and look forward to receiving the requested documentation in advance of the October 17, 2025 deadline. Should you or your insurance broker have any questions regarding the requirements set forth in this letter, please do not hesitate to contact Cynthia Ho, Lead Associate (cho@calderwoodharkness.com; (202) 282-5147), or Grace Nakamura, Working Associate (gnakamura@calderwoodharkness.com; (202) 282-5203), at our Washington, DC office, or the undersigned.
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Douglas Fairchild, Partner Calderwood & Harkness LLP 425 Lexington Avenue New York, NY 10017 Telephone: (212) 558-4122
Email: dfairchild@calderwoodharkness.com
cc (via e-mail):
Marcus Thorne, Chief Executive Officer, Ironhaven Data Centers LLC Priya Dasgupta, Chief Financial Officer, Ironhaven Data Centers LLC Leonard Castellano, Executive Vice President, Development, Ironhaven Data Centers LLC Michelle Tran, Senior Vice President, Data Center Programs, Titan-McAllister Construction Group, LLC Karen Ellsworth, Managing Director, Summit National Bank, N.A. Victor Redmond, Partner, Redmond & Calloway LLP Diane Prescott, Engagement Lead, Kestrel Infrastructure Advisors, LLC William Keane, Account Executive, Northgate Insurance Brokerage, LLC Cynthia Ho, Lead Associate, Calderwood & Harkness LLP Grace Nakamura, Working Associate, Calderwood & Harkness LLP Angela Fontaine, Calderwood & Harkness LLP
Enclosures:
1. Exhibit D to the EPC Agreement — Insurance Requirements (for reference)
2. Relevant excerpts of Construction Loan Agreement insurance covenants (Sections 6.04, 6.05, and 7.01(h)) (for reference)
3. Draft Insurance Requirements Compliance Matrix (for reference)

CALDERWOOD & HARKNESS LLP

CALDERWOOD & HARKNESS LLP

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