1043-00002 · Ironhaven Data Centers LLC · Insurance

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PRIVILEGED AND CONFIDENTIAL — ATTORNEY WORK PRODUCT

MEMORANDUM

TO: Douglas Fairchild, Responsible Partner, Real Estate Cynthia Ho, Lead Associate, Real Estate

FROM: Grace Nakamura, Working Associate, Real Estate

DATE: Draft — May/June 2025

RE: Insurance Program Overview — Builder's Risk, OCIP, and Operational Coverages — Stonebridge Data Center Campus

CLIENT: Ironhaven Data Centers LLC

MATTER NO.: 1043-00002

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I. Executive Summary

The purpose of this memorandum is to provide a comprehensive overview and analysis of the insurance program for the Stonebridge Data Center Campus (the "Stonebridge Campus" or the "Project"), a ground-up data center campus development with an estimated total project cost of approximately $600,000,000, located in Loudoun County, Virginia. This memorandum is intended for internal use by the deal team and is protected by the attorney-client privilege and work product doctrine.

Client. Our client is Ironhaven Data Centers LLC ("IHDC"), a Delaware limited liability company headquartered at 44680 Prentice Drive, Suite 200, Ashburn, Virginia 20147. IHDC is a portfolio company of Ridgeline Capital Partners Fund IV, LP ("Ridgeline Fund IV"), which serves as the primary institutional equity source for the Project. IHDC will serve as the sponsor and indirect parent of the single-purpose borrower entity to be formed in connection with the construction financing.

Project Scope. The Stonebridge Campus is designed to deliver 96 MW of critical IT load across four data center buildings (Buildings A through D), each rated at 24 MW of critical IT load and comprising approximately 120,000 square feet of shell space. The total gross floor area of the campus is approximately 480,000 square feet, exclusive of the central utility plant, site civil infrastructure, and a structured parking facility. The campus is situated on an 81.4-acre site consisting of two contiguous parcels: the 62.0-acre Stonebridge Parcel and the 19.4-acre Meridian Parcel.

EPC Contractor. Titan-McAllister Construction Group, LLC ("TMCG") has been selected as the engineering, procurement, and construction contractor for the Project under a guaranteed maximum price ("GMP") contract. The GMP is $412,000,000, covering all four buildings, the central utility plant, site civil work, and structured parking.

Project Entity / Borrower. The Project will be owned and developed by Stonebridge Campus Holdings LLC, a Virginia limited liability company to be formed and wholly owned by IHDC. Stonebridge Campus Holdings LLC will serve as the borrower under the construction loan facility described below.

Insurance Broker. Northgate Insurance Brokerage, LLC ("Northgate") serves as the insurance broker for the Project. William Keane is the designated account executive at Northgate responsible for the Stonebridge Campus account.

Scope of This Memorandum. This memorandum addresses the following components of the Project's insurance program:

(A) Builder's Risk Insurance during the construction phase;

(B) Evaluation of an Owner-Controlled Insurance Program ("OCIP") as an alternative to the traditional contractor-provided insurance model;

(C) EPC Contractor Insurance, including TMCG's commercial general liability ("CGL") coverage and performance and payment bonds;

(D) Directors and Officers ("D&O") Liability Insurance for IHDC;

(E) Post-Certificate of Occupancy Operational Property and Casualty Insurance; and

(F) Coordination of the insurance program with the requirements set forth in the EPC Agreement (including Exhibit D, Insurance Requirements) and the Construction Loan Agreement.

Key Cross-References. This memorandum should be read in conjunction with the following documents and workpapers: (i) the EPC Agreement between Stonebridge Campus Holdings LLC and TMCG, including Exhibit D (Insurance Requirements); (ii) the Construction Loan Agreement among Stonebridge Campus Holdings LLC, as Borrower, Summit National Bank, N.A., as Administrative Agent, and the syndicate lenders; and (iii) the Insurance Requirements Compliance Matrix, which is maintained as a separate workpaper and cross-references each insurance covenant in the transactional documents against the current or proposed insurance placements.

II. Builder's Risk Insurance

A. Coverage Overview

Builder's risk insurance — also referred to as "course of construction" insurance — is the foundational property insurance coverage for the Stonebridge Campus during the construction phase. This policy provides "all risk" property insurance protecting against physical loss of or damage to the improvements under construction, together with related materials, equipment, and soft costs.

Insured Value. The builder's risk policy will insure the Project at a value of $412,000,000, equal to the GMP under the EPC Agreement with TMCG. This amount reflects the full insurable value of the construction work, including all hard costs, materials, equipment, and related components covered under the GMP contract.

Carrier. The builder's risk policy will be underwritten by Great Basin Surety & Insurance Corp., a Wyoming corporation ("Great Basin"). Great Basin is a nationally recognized carrier with substantial experience in large-scale construction and infrastructure insurance programs. Northgate has confirmed that Great Basin's financial strength rating is satisfactory for a placement of this magnitude.

Policyholder. The named insured under the builder's risk policy will be Stonebridge Campus Holdings LLC (the Owner and Borrower). IHDC, as the parent entity and sponsor, will be named as an additional insured. TMCG, as the EPC contractor, will also be named as an additional insured, consistent with the requirements of the EPC Agreement and standard industry practice for owner-procured builder's risk programs.

Broker. Northgate Insurance Brokerage, LLC, through account executive William Keane, will place the builder's risk coverage and administer the policy throughout the construction phase.

B. Key Policy Terms

The following is a summary of the principal terms and conditions of the proposed builder's risk policy, as reflected in the preliminary indication received from Great Basin through Northgate. These terms remain subject to final underwriting, and certain sub-limits and endorsements require further negotiation and analysis as described below.

Coverage Basis. The policy provides replacement cost coverage on an "all risk" (special form) basis. This is the broadest form of property insurance available for construction projects and covers all risks of physical loss of or damage to covered property unless specifically excluded. Covered property includes: buildings and structures under construction; materials stored on-site and at approved off-site storage locations; materials in transit to the Project site; temporary structures, including scaffolding, construction trailers, and temporary fencing; construction equipment and tools; and soft costs as described below.

Per-Occurrence Deductible. The policy carries a deductible of $250,000 per occurrence. This deductible level is within the typical market range for construction projects of this scale, which generally falls between $100,000 and $500,000 per occurrence depending on the nature of the project, the carrier's risk assessment, and the insured's risk tolerance. We will need to confirm that the $250,000 deductible is acceptable to the construction lenders, as discussed in Section II.C below.

Policy Period. The builder's risk policy will incept coincident with the issuance of the Notice to Proceed ("NTP") under the EPC Agreement. The target NTP date is November 1, 2025. The policy will remain in force through Substantial Completion of all four buildings. Based on the current construction schedule, Substantial Completion is targeted for November 1, 2027, resulting in an initial policy period of approximately twenty-four (24) months. The policy will include provisions for extensions of the policy period in the event that construction extends beyond the initial 24-month schedule, which is a critical feature given the complexity and scale of the Project. Extension premiums and conditions should be negotiated at the time of initial placement to avoid exposure to unfavorable pricing or coverage gaps in the event of construction delays.

Named Perils. Although the policy is written on an "all risk" basis (meaning that all perils are covered unless specifically excluded), the following perils are expressly included within the scope of coverage: fire; windstorm; hail; explosion; riot and civil commotion; aircraft impact; vehicle impact; smoke; vandalism and malicious mischief; theft; collapse; water damage (including damage from plumbing, HVAC systems, and surface water); earth movement (subject to sub-limit analysis discussed below); flood (subject to sub-limit analysis discussed below); and equipment breakdown (covering damage to mechanical and electrical equipment during installation and testing).

Two perils warrant particular attention for the Stonebridge Campus:

Earth Movement / Earthquake. Loudoun County, Virginia is located in a region of relatively low seismic activity. However, lenders and prudent risk management practices typically require some level of earthquake or earth movement coverage, even in low-risk zones. The earth movement sub-limit under the proposed policy should be analyzed to ensure it is adequate for the replacement cost of the improvements and acceptable to the construction lenders. We recommend that Northgate obtain a seismic risk assessment or loss estimate to inform the sub-limit negotiation.

Flood. The Stonebridge Parcel and Meridian Parcel must be evaluated for flood zone exposure. If any portion of either parcel is located within a FEMA Special Flood Hazard Area (Zones A or V), separate flood coverage or a specific flood endorsement to the builder's risk policy will be required. Even if the parcels are located outside of Special Flood Hazard Areas, the construction lenders may require a minimum sub-limit for flood damage. The flood zone determination should be obtained and reviewed promptly as part of the pre-NTP insurance workstream.

Soft Cost Coverage. The builder's risk policy includes coverage for soft costs incurred as a result of a covered loss that causes delay to the construction schedule. Soft costs typically covered include: interest on the construction loan (here, the $390,000,000 facility at SOFR + 285 basis points); real estate taxes and assessments accruing during the delay period; architectural and engineering fees incurred to redesign or re-engineer portions of the work damaged or destroyed; and other continuing overhead and carrying costs. The sub-limit for soft cost coverage is to be determined, but we recommend that it be set at a minimum of $25,000,000, given the significant carrying costs associated with the $390,000,000 construction loan and the substantial real estate tax burden in Loudoun County.

Delay in Start-Up / Advanced Loss of Income (DSU/ALOI) Endorsement. In addition to soft cost coverage, we recommend that the builder's risk policy include a delay in start-up ("DSU") or advanced loss of income ("ALOI") endorsement. This endorsement provides coverage for the loss of anticipated rental income that the Owner would have earned but for a covered loss that delays project completion and the commencement of tenant lease obligations. This coverage is particularly important for a data center campus where lease commitments and revenue streams are expected to commence promptly upon delivery of the buildings. The sub-limit for DSU/ALOI coverage is pending analysis based on projected lease-up economics, including anticipated rental rates, lease commencement dates, and the projected stabilization timeline. Northgate should coordinate with IHDC's development team (Leonard Castellano, EVP of Development) and leasing team to obtain the financial projections necessary to size this endorsement appropriately.

C. Coordination with EPC Agreement (Exhibit D) and Construction Loan Agreement

The builder's risk insurance program must satisfy the requirements set forth in two key transactional documents: the EPC Agreement with TMCG and the Construction Loan Agreement with the Summit-led lending syndicate. Ensuring compliance with both sets of requirements is essential to avoid defaults under either agreement and to maintain seamless protection for all stakeholders.

EPC Agreement Requirements. Exhibit D to the EPC Agreement requires that the Owner procure and maintain builder's risk coverage in an amount not less than the full GMP of $412,000,000. The proposed placement meets this requirement. Exhibit D further requires that the builder's risk policy name TMCG as an additional insured and contain a waiver of subrogation in favor of TMCG and all subcontractors of every tier. These provisions must be confirmed in the final policy form. Additionally, Exhibit D specifies that the builder's risk policy must cover materials stored on-site and off-site and materials in transit, and must not contain exclusions that would effectively render the coverage illusory for the data center construction work contemplated under the EPC Agreement.

Construction Loan Agreement Requirements. The Construction Loan Agreement requires that the Borrower procure and maintain builder's risk insurance covering the full insurable value of the improvements under construction. Summit National Bank, N.A., as Administrative Agent, and the syndicate lenders must be named as loss payees and mortgagees under the builder's risk policy. The policy must include a standard mortgagee clause in favor of the Administrative Agent, which provides that the insurance carrier's obligations to the mortgagee are not invalidated by any act or neglect of the insured or the owner of the property. Furthermore, the Construction Loan Agreement requires that the carrier provide at least thirty (30) days' prior written notice to the Administrative Agent and lenders before any cancellation or material modification of the policy.

Key Compliance Points. In reviewing the proposed builder's risk policy, we must confirm the following:

(i) The policy does not contain a "voluntary improvement" exclusion that could be interpreted to exclude coverage for design upgrades or modifications to the data center configuration made during the course of construction, which are common in data center projects given rapidly evolving technology requirements and tenant specifications.

(ii) The policy does not contain a "protective safeguards" exclusion that conditions coverage on the maintenance of specific fire protection or security systems, as such systems may not be fully operational during the construction phase.

(iii) The $250,000 per occurrence deductible is acceptable to the construction lenders. Based on our experience with similar construction loan facilities, a deductible of $250,000 per occurrence is within the range that lenders typically find acceptable for projects of this scale (the typical market range being $100,000 to $500,000). However, this should be expressly confirmed with Summit National Bank's insurance counsel or advisory team, as certain lenders maintain internal guidelines requiring deductibles below a specified threshold relative to the insured value.

(iv) The loss payee and mortgagee endorsements are in the form required by the Construction Loan Agreement and acceptable to lender's counsel, Redmond & Calloway LLP (Victor Redmond).

D. Action Items

The following action items relate to the builder's risk insurance workstream and should be completed prior to the target NTP date of November 1, 2025:

1. Premium Quotation and Binding. Northgate (William Keane) to finalize the premium quotation from Great Basin and bind coverage prior to NTP. The binding of builder's risk coverage is a condition precedent to the issuance of NTP under the EPC Agreement and a condition to the initial advance under the Construction Loan Agreement.

2. Named Insured, Additional Insured, and Loss Payee Schedule. Confirm the complete schedule of named insureds, additional insureds, and loss payees with lender's counsel (Redmond & Calloway LLP, Victor Redmond) and with TMCG's risk management team. The schedule should include, at a minimum: Stonebridge Campus Holdings LLC (named insured); IHDC (additional insured); TMCG (additional insured); Summit National Bank, N.A., as Administrative Agent (loss payee / mortgagee); and the individual syndicate lenders, as applicable.

3. Flood Zone Determination. Obtain and review the flood zone determination for both the Stonebridge Parcel and the Meridian Parcel. If any portion of either parcel is located within a FEMA Special Flood Hazard Area, separate flood coverage or an endorsement to the builder's risk policy will be required. The flood zone determination should also be cross-referenced with the requirements of the National Flood Insurance Program and the Construction Loan Agreement.

4. Earth Movement / Earthquake Sub-Limit. Confirm the adequacy of the earth movement or earthquake sub-limit under the builder's risk policy. Although Loudoun County, Virginia has low seismic zone exposure, the construction lenders may require a minimum sub-limit for earth movement. Northgate should obtain a seismic loss estimate or probable maximum loss ("PML") study if requested by the lenders or if Great Basin requires one for underwriting purposes.

5. Soft Cost and DSU/ALOI Sub-Limits. Finalize the sub-limits for soft cost coverage and the DSU/ALOI endorsement based on the carrying cost projections and lease-up economic model provided by IHDC's development and finance teams.

III. Owner-Controlled Insurance Program (OCIP) Evaluation

A. Overview of OCIP Structure

An Owner-Controlled Insurance Program, commonly referred to as an "OCIP" or a "wrap-up" program, is an insurance structure in which the project owner procures and administers a consolidated insurance program covering the owner, the general contractor (or, in this case, the EPC contractor), and all eligible subcontractors and sub-subcontractors under a single set of master policies. The OCIP is administered by the project owner, typically through a dedicated OCIP administrator (here, Northgate), and replaces the individual insurance programs that would otherwise be carried by the contractor and its subcontractors for the duration of the project.

An OCIP typically covers the following lines of insurance for all enrolled parties:

• Commercial general liability ("CGL") on an occurrence form;

• Workers' compensation insurance at statutory limits, together with employer's liability coverage; and

• Excess or umbrella liability, providing additional limits above the primary CGL, auto liability, and employer's liability layers.

For the Stonebridge Campus, the Project's EPC contractor, TMCG, currently maintains its own CGL coverage with a limit of $150,000,000 per occurrence through Pinnacle Indemnity Insurance Co., a Pennsylvania insurance company. TMCG's subcontractors similarly carry their own individual CGL, workers' compensation, and umbrella programs. Under an OCIP, these individual programs would be suspended or replaced for the duration of the Stonebridge Campus construction, and all enrolled parties would be covered under the owner's master program.

The OCIP model has become increasingly prevalent in large-scale construction and infrastructure projects, particularly those with total project costs exceeding $100,000,000. The structure is well-suited to the Stonebridge Campus given the Project's size, complexity, and the number of subcontractors and trades expected to be involved in the construction of the four data center buildings, the central utility plant, site civil infrastructure, and structured parking.

B. Estimated Cost Savings

One of the primary motivations for implementing an OCIP is cost savings. Northgate's preliminary analysis, based on its experience with comparable data center and large-scale commercial construction projects in the Northern Virginia market, estimates that implementing an OCIP for the Stonebridge Campus would yield savings of approximately 12% to 15% on insurable construction costs, compared to the traditional model in which TMCG and its subcontractors procure and maintain their own individual insurance programs.

The basis for these estimated savings includes the following factors:

• Elimination of Duplicative Coverage. Under the traditional model, the owner, the general contractor, and each subcontractor independently procure CGL, workers' compensation, and umbrella coverage, resulting in overlapping and duplicative coverages at each tier. An OCIP eliminates this redundancy by providing a single, unified program covering all enrolled parties.

• Bulk Purchasing Power. By aggregating the insurance needs of all project participants into a single program, the OCIP achieves greater purchasing power and leverage in the insurance market, resulting in more competitive premium rates than would be available to individual contractors and subcontractors purchasing coverage on a standalone basis.

• Removal of Insurance Costs Embedded in Subcontractor Bids. Under the traditional model, each subcontractor includes its insurance costs (including overhead and profit on those costs) in its bid. Under an OCIP, subcontractors are required to remove these insurance costs from their bids, passing the savings through to the owner. This not only reduces the direct insurance cost but also eliminates the markup that subcontractors typically apply to their insurance line items.

• Centralized Claims Administration. An OCIP provides centralized claims reporting and administration, which reduces administrative costs, facilitates more efficient claims handling, and enables better loss control and risk management across the entire project.

Estimated Dollar Savings. On an EPC GMP of $412,000,000, insurance costs under a traditional contractor-provided model typically represent approximately 1.5% to 2.5% of hard construction costs, yielding an estimated insurance cost range of $6,180,000 to $10,300,000. Applying the estimated OCIP savings rate of 12% to 15%, the projected savings from implementing an OCIP would be approximately $740,000 to $1,550,000. While these savings are meaningful, they must be weighed against the administrative costs and management burden of operating the OCIP, including the fees payable to the OCIP administrator and the owner's internal resources required to manage enrollment, claims, and compliance.

Additional Non-Financial Benefits. Beyond direct cost savings, an OCIP offers several qualitative benefits that are particularly relevant to a project of the scale and complexity of the Stonebridge Campus:

• Consistent and uniform coverage terms across all tiers of contractors and subcontractors, eliminating the risk of gaps or inconsistencies in coverage that can arise under the traditional model;

• Unified claims reporting through a single administrator, which provides the owner with complete visibility into all claims activity on the project;

• Improved loss control through centralized safety programs and inspections administered by the OCIP administrator;

• Reduced litigation among insured parties, because all enrolled parties are insureds under the same program, which minimizes cross-claims and subrogation disputes among project participants; and

• Enhanced ability to track and manage insurance costs as part of the overall project budget.

C. OCIP Structure Considerations

If IHDC elects to implement an OCIP for the Stonebridge Campus, the program would be structured as follows:

Named Insured. The named insured under the OCIP would be Stonebridge Campus Holdings LLC (the Owner and Borrower) and IHDC (the parent entity and sponsor).

Enrolled Parties. TMCG, as the EPC contractor, and all eligible subcontractors and sub-subcontractors would be required to enroll in the OCIP. Enrollment thresholds are typically set based on subcontract value, with subcontractors holding contracts above a minimum threshold — typically $100,000 to $250,000 — required to enroll. Subcontractors below the threshold may be excluded from the OCIP and required to maintain their own individual insurance programs. The specific enrollment threshold for the Stonebridge Campus OCIP will be determined as part of the feasibility study.

Coverages Included in the OCIP. The OCIP would include the following coverages for all enrolled parties:

• Commercial General Liability (CGL): Occurrence form, covering bodily injury, property damage, personal injury, and advertising injury arising from the construction operations of enrolled parties on the Stonebridge Campus. Policy limits to be determined through the feasibility study, but typically set at $1,000,000 per occurrence and $2,000,000 general aggregate for the primary layer, with excess and umbrella layers providing additional limits.

• Workers' Compensation / Employer's Liability: Statutory limits for the Commonwealth of Virginia, together with employer's liability coverage at limits of not less than $1,000,000 per accident, $1,000,000 disease-policy limit, and $1,000,000 disease-per employee.

• Excess / Umbrella Liability: Excess of the primary CGL, employer's liability, and, if included, auto liability layers. Umbrella limits to be determined, but should be set at levels sufficient to satisfy the requirements of the EPC Agreement, the Construction Loan Agreement, and prudent risk management for a $600,000,000 development.

Coverages Excluded from the OCIP. The following coverages would remain the responsibility of the individual enrolled parties and would not be included in the OCIP:

• Professional Liability / Errors and Omissions (E&O): Design professionals and contractors performing design-build work are required to maintain their own professional liability insurance, as professional liability coverage is typically written on a claims-made basis and is not well-suited to the OCIP structure.

• Auto Liability: Commercial auto liability insurance is generally maintained by each contractor and subcontractor for vehicles used in connection with the project, as the auto exposures are specific to each party's fleet and operations.

• Contractor's Pollution Liability: Pollution liability coverage may be maintained by individual contractors depending on the scope of their work and the presence of environmental hazards. Whether contractor's pollution liability is included in the OCIP or remains contractor-provided will be determined during the feasibility study.

• Builder's Risk: Builder's risk insurance is a separate owner-procured policy covering the property under construction, as discussed in Section II of this memorandum, and is not part of the OCIP.

OCIP Administrator. Northgate Insurance Brokerage, LLC would serve as the OCIP administrator for the Stonebridge Campus. William Keane would serve as the account executive responsible for the day-to-day administration of the program, including enrollment processing, certificate issuance, claims management, safety program coordination, and reporting. Northgate has experience administering OCIPs for large-scale construction projects in the data center and commercial real estate sectors, which is a relevant qualification for this engagement.

Completed Operations Tail. A critical component of any OCIP is the completed operations tail coverage, which provides ongoing protection for claims arising from the construction work after Substantial Completion. The completed operations tail is essential for addressing latent defect claims and other construction-related claims that may not manifest until months or years after the work is complete. Completed operations tail periods for OCIPs typically range from three (3) to ten (10) years following Substantial Completion. Given the nature of the data center campus and the complexity of the mechanical, electrical, and plumbing systems, we recommend a minimum completed operations tail of five (5) years. The cost of the tail coverage is typically included in the upfront OCIP premium, though in some cases it may be structured as a separate, one-time premium payable at the time of Substantial Completion.

D. Interaction with EPC Agreement and Lender Requirements

The EPC Agreement and the Construction Loan Agreement both contemplate the possibility that the Owner may implement an OCIP for the Stonebridge Campus.

EPC Agreement. Exhibit D to the EPC Agreement expressly permits the Owner to implement an OCIP. If the Owner elects to do so, the EPC Agreement requires TMCG and all of its subcontractors to enroll in the OCIP, and the Owner assumes responsibility for providing coverage that is equivalent to or superior to the coverage that would otherwise be required of the contractor under Exhibit D. This is a standard provision in EPC agreements for projects of this scale and reflects the industry practice of allocating the insurance procurement responsibility to the owner when an OCIP is in place.

If the Owner implements an OCIP, TMCG's individual CGL program through Pinnacle Indemnity Insurance Co. would be suspended for the duration of the Stonebridge Campus Project. TMCG would issue an insurance credit against its GMP, reflecting the insurance costs that were previously included in its bid and that are no longer being incurred by TMCG because the Owner is providing coverage through the OCIP. The amount of the insurance credit is subject to negotiation and should be confirmed as part of the OCIP feasibility analysis. It is important that the insurance credit be documented as a formal GMP reduction or change order under the EPC Agreement to ensure transparency and avoid disputes regarding the allocation of insurance costs.

Construction Loan Agreement. The Construction Loan Agreement requires that the lenders be named as additional insureds under the CGL and umbrella liability policies maintained for the Project. If an OCIP is implemented, the OCIP policies would satisfy this requirement, and Summit National Bank, N.A., as Administrative Agent, and the individual syndicate lenders would be named as additional insureds under the OCIP CGL and umbrella policies. The specific endorsement language and the scope of the additional insured coverage must be reviewed and confirmed with lender's counsel, Redmond & Calloway LLP (Victor Redmond), to ensure compliance with the insurance covenants in the Construction Loan Agreement.

Lender Consent. Depending on the specific terms of the Construction Loan Agreement, the implementation of an OCIP may require the prior consent or approval of the Administrative Agent or the Required Lenders. We should review the insurance provisions of the Construction Loan Agreement carefully to determine whether the adoption of an OCIP triggers any consent requirements. Coordination with Victor Redmond at Redmond & Calloway LLP and Karen Ellsworth at Summit National Bank will be necessary to address any lender concerns and secure any required approvals.

E. Recommendation. Based on the preliminary analysis and the potential cost savings identified by Northgate, we recommend that IHDC proceed with a detailed OCIP feasibility study and premium comparison. Northgate should be engaged to prepare a comprehensive cost-benefit analysis comparing the OCIP model to the traditional contractor-provided insurance model for the Stonebridge Campus, taking into account the estimated premium costs, administrative expenses, insurance credits from TMCG and subcontractors, and the qualitative benefits and risks associated with each approach.

The target timeline for the OCIP decision is as follows:

• August 2025: Northgate completes the OCIP feasibility analysis and presents the cost comparison to IHDC management (Marcus Thorne, CEO; Priya Dasgupta, CFO; Leonard Castellano, EVP, Development) and to Ridgeline Fund IV (Julian Hargrove, Managing Director).

• September 2025: IHDC makes a final decision on whether to implement an OCIP or proceed with the traditional contractor-provided insurance model. This decision must be made in advance of the EPC Agreement execution (target: October 20, 2025) and the Construction Loan closing (target: October 15, 2025), as the selected insurance structure will affect the EPC Agreement pricing, the Exhibit D insurance requirements, and the insurance covenants in the Construction Loan Agreement.

• If OCIP is adopted: The EPC Agreement pricing will be adjusted downward by the amount of the insurance credit from TMCG and from subcontractor bids. The OCIP policies will be placed and bound prior to NTP (November 1, 2025). The OCIP enrollment process for TMCG and subcontractors will commence immediately following NTP.

IV. EPC Contractor Insurance — Titan-McAllister Construction Group, LLC

A. Commercial General Liability (CGL)

TMCG maintains a commercial general liability insurance policy providing broad coverage for third-party bodily injury and property damage claims arising from its construction operations. The principal terms of TMCG's CGL program are as follows:

Carrier. Pinnacle Indemnity Insurance Co., a Pennsylvania insurance company ("Pinnacle Indemnity"). Pinnacle Indemnity is a well-established commercial lines carrier with an A.M. Best financial strength rating that is satisfactory for a project of this scale. Northgate should confirm Pinnacle Indemnity's current rating as part of the certificate of insurance review process.

Coverage Limit. $150,000,000 per occurrence. This limit reflects a robust CGL program appropriate for a contractor performing work on a project with a GMP of $412,000,000.

Policy Type. The CGL policy is written on an occurrence form, which is the preferred form for construction projects because it provides coverage for claims arising from occurrences during the policy period, regardless of when the claim is actually made. An occurrence form policy provides broader and longer-lasting protection than a claims-made policy, particularly for construction defect and latent injury claims that may not be discovered until years after the construction work is completed.

Named Insured. Titan-McAllister Construction Group, LLC.

Additional Insured Endorsement. The EPC Agreement requires TMCG to add the following parties as additional insureds under its CGL policy: Stonebridge Campus Holdings LLC (the Owner); IHDC (the parent entity and sponsor); and Summit National Bank, N.A., as Administrative Agent for the construction lenders. The additional insured endorsement should be on ISO Form CG 20 10 or an equivalent broad-form endorsement, providing coverage for ongoing operations and, ideally, completed operations. The specific endorsement form should be reviewed to ensure that it provides coverage on a primary and non-contributory basis, as required by the EPC Agreement and the Construction Loan Agreement.

OCIP Interaction. If IHDC elects to implement an OCIP for the Stonebridge Campus (as discussed in Section III), TMCG's CGL policy through Pinnacle Indemnity will be suspended for the Project and replaced by the OCIP CGL policy. TMCG's CGL policy would continue to cover TMCG's operations on other projects not enrolled in the OCIP.

B. Performance and Payment Bonds

Surety. Great Basin Surety & Insurance Corp., a Wyoming corporation. Great Basin is providing both the performance bond and the payment bond for the Stonebridge Campus Project. It is worth noting that Great Basin is also the carrier for the builder's risk policy discussed in Section II, which reflects the breadth of Great Basin's involvement in the Project's insurance and surety program.

Performance Bond. TMCG is required to provide a performance bond in an amount equal to 100% of the GMP, i.e., $412,000,000. The performance bond guarantees TMCG's faithful performance of its obligations under the EPC Agreement. In the event of a contractor default, the surety (Great Basin) is obligated to either complete the work, arrange for a replacement contractor to complete the work, or pay the obligee the bond amount.

Payment Bond. TMCG is also required to provide a payment bond in an amount equal to 100% of the GMP, i.e., $412,000,000. The payment bond guarantees that TMCG will make timely payment to all subcontractors, material suppliers, and laborers performing work on the Project. The payment bond protects the Owner against mechanic's lien claims by ensuring that subcontractors and suppliers have recourse against the surety if they are not paid by TMCG.

Obligee. The obligee under both the performance bond and the payment bond is Stonebridge Campus Holdings LLC, the Owner.

Lender Requirements. The Construction Loan Agreement requires that the performance and payment bonds be in form and substance acceptable to the construction lenders. Summit National Bank, N.A., as Administrative Agent, has the right to be named as a co-obligee or dual obligee under the performance bond. This right is standard in construction lending and provides the lenders with direct standing to make a claim under the performance bond in the event of a contractor default, without requiring the Owner to first make a claim. The dual obligee rider should be obtained from Great Basin and reviewed to confirm that it does not contain any provisions that would limit the Administrative Agent's rights or impose additional conditions on its ability to make a claim.

Bond Form Review. Both the performance bond and the payment bond are required under the EPC Agreement and the Construction Loan Agreement. A separate, detailed review of the bond forms is contained in the Memorandum re: Performance and Payment Bond Review, which addresses the specific terms, conditions, and limitations of the bond forms proposed by Great Basin and identifies any modifications or riders necessary to ensure compliance with the transactional documents.

C. Other TMCG Insurance Requirements (EPC Agreement Exhibit D)

In addition to the CGL coverage and performance and payment bonds discussed above, Exhibit D to the EPC Agreement requires TMCG to procure and maintain the following insurance coverages throughout the construction phase:

Workers' Compensation. Statutory limits for the Commonwealth of Virginia, which requires workers' compensation coverage for all employees. In addition, employer's liability coverage is required at the following minimum limits: $1,000,000 per accident; $1,000,000 disease-policy limit; and $1,000,000 disease-per employee. These employer's liability limits are standard for large-scale construction projects and provide coverage for claims by employees that are not within the scope of the workers' compensation statute.

Commercial Auto Liability. $5,000,000 combined single limit for bodily injury and property damage arising from the ownership, maintenance, or use of any owned, non-owned, or hired automobiles used in connection with the Project. This coverage applies to vehicles used by TMCG and its employees in traveling to and from the Project site and in transporting materials and equipment.

Umbrella / Excess Liability. $50,000,000 per occurrence, excess of the primary CGL, auto liability, and employer's liability policies. The umbrella policy provides an additional layer of protection above the primary limits and is critical for a project of this magnitude, where a single catastrophic event could result in claims exceeding the primary policy limits.

Contractor's Pollution Liability. $10,000,000 per occurrence. This coverage protects against claims arising from pollution conditions caused by or resulting from the contractor's operations during construction, including the release or discharge of pollutants from the construction site. Whether contractor's pollution liability will be included in the OCIP (if adopted) or will remain the responsibility of TMCG and its subcontractors is to be determined during the OCIP feasibility study.

Professional Liability (Design-Build Elements). $10,000,000 per claim. To the extent that TMCG performs design-build services or assumes responsibility for design elements under the EPC Agreement, it is required to maintain professional liability (errors and omissions) insurance covering claims arising from its professional services. This coverage must be maintained for a minimum of three (3) years following Substantial Completion to address claims that may arise from latent design defects. Professional liability insurance is written on a claims-made basis and is not included in the OCIP; it remains the sole responsibility of TMCG.

Certificates of Insurance. TMCG president Raymond Okafor and Senior Vice President of Data Center Programs Michelle Tran are responsible for providing certificates of insurance evidencing all required coverages prior to the issuance of NTP. The certificates must identify the policy numbers, coverage limits, policy periods, named insureds, additional insureds, and any endorsements required under Exhibit D. A separate Certificate of Insurance Review Letter is being prepared for transmittal to TMCG, outlining the specific certificate requirements and requesting supplemental documentation, including copies of endorsements and, where applicable, certified copies of the underlying policies.

V. Directors & Officers (D&O) Liability Insurance — IHDC

IHDC maintains a directors and officers ("D&O") liability insurance policy providing protection for the managers, officers, and directors of the company against claims alleging wrongful acts in their capacity as such. The following is a summary of the key terms of the D&O program:

Insured Entity. Ironhaven Data Centers LLC.

Carrier. Clearwater Specialty Underwriters, Inc., a New York corporation ("Clearwater"). Clearwater is a specialty insurer with a focus on management liability and professional lines coverage for technology and infrastructure companies.

Policy Limits. $10,000,000. This limit represents the aggregate amount available under the policy for all claims during the policy period. Given the size of the Stonebridge Campus development ($600,000,000 total project cost) and the involvement of institutional equity from Ridgeline Capital Partners Fund IV, LP, a $10,000,000 D&O limit is reasonable, though we may wish to evaluate whether a higher limit is warranted as the project advances and additional operating entities are formed.

Coverage. The D&O policy is a claims-made policy covering claims first made during the policy period (or any applicable extended reporting period) for wrongful acts committed by the insured individuals in their capacity as directors, officers, or managers of IHDC. Covered wrongful acts typically include errors, misstatements, misleading statements, acts, omissions, neglect, or breach of duty in the management and administration of the company.

Insured Individuals. The D&O policy covers the following individuals, among others, in their capacity as officers and managers of IHDC: Marcus Thorne (Chief Executive Officer); Priya Dasgupta (Chief Financial Officer); Leonard Castellano (Executive Vice President, Development); and all other officers and managers designated by the company. Coverage extends to past, present, and future officers and managers for acts committed during their tenure with the company.

Subsidiary Coverage for Stonebridge Campus Holdings LLC. Once Stonebridge Campus Holdings LLC is formed as a Virginia limited liability company and wholly owned subsidiary of IHDC, it should be added as a subsidiary or named insured under the D&O policy. This will ensure that the managers and officers of the subsidiary entity are covered under the policy for claims related to the development and operation of the Stonebridge Campus. We recommend that Northgate (William Keane) coordinate with Clearwater to confirm that the policy's definition of "insured organization" or "subsidiary" is broad enough to encompass Stonebridge Campus Holdings LLC without the need for a formal policy endorsement, or, if an endorsement is required, that it be obtained promptly upon formation of the entity.

Relationship to Construction Loan Agreement. D&O insurance is not a required coverage under the Construction Loan Agreement with Summit National Bank. However, D&O insurance is a prudent corporate governance measure, particularly given the scale of the $600,000,000 development, the fiduciary obligations of IHDC's management to Ridgeline Fund IV as the institutional equity investor, and the complexity of the construction and financing arrangements. The D&O policy provides an important layer of protection for IHDC's management team against claims by investors, lenders, tenants, and other parties alleging mismanagement or breach of duty in connection with the development of the Stonebridge Campus.

Renewal Date and Retroactive Date. The D&O policy renewal date and retroactive date should be confirmed with Northgate (William Keane). The retroactive date is particularly important for a claims-made policy, as it determines the earliest date from which covered wrongful acts are included within the policy's scope. Ideally, the retroactive date should predate the commencement of any activities related to the Stonebridge Campus Project, including the negotiation of the EPC Agreement, the Construction Loan Agreement, and the site acquisition.

VI. Post-Certificate of Occupancy — Operational Property and Casualty Insurance

Upon issuance of the Certificate of Occupancy for each building of the Stonebridge Campus, the Project will transition from the construction phase to the operational phase, requiring a corresponding transition from builder's risk coverage to a comprehensive operational property and casualty insurance program. The following sections outline the key components of the post-Certificate of Occupancy ("post-COO") insurance program.

A. Property Insurance (Post-COO)

Trigger. The transition from builder's risk coverage to operational property insurance will be triggered by the issuance of the Certificate of Occupancy for each building. Based on the current construction schedule, the anticipated trigger dates are as follows: Building A — August 1, 2027; and Buildings B, C, and D — November 1, 2027. The transition will be phased, with builder's risk coverage remaining in effect for buildings that have not yet received a Certificate of Occupancy while operational property insurance is placed for buildings that have been completed and delivered.

This phased transition requires careful coordination between Northgate, Great Basin (the builder's risk carrier), and the operational property insurance carrier (to be determined) to avoid gaps in coverage during the transition period. The builder's risk policy should include an endorsement permitting partial occupancy or use of completed portions of the project while construction continues on remaining buildings, which is common in multi-building campus developments.

Target Replacement Cost Coverage. The operational property insurance policy should provide coverage at the full replacement cost of the campus improvements, with a target insured value of $600,000,000. This amount reflects the full replacement cost of all four data center buildings, the central utility plant, site civil infrastructure, tenant improvements, and the structured parking facility. The replacement cost valuation should be reviewed and updated periodically (at least annually) to account for construction cost escalation, tenant improvements, and any modifications to the campus facilities.

Coverage Form. The operational property insurance policy should be written on an "all risk" or special form basis, which is the broadest form of property coverage available. The policy should include business interruption and rental value insurance, providing coverage for the loss of rental income and continuing expenses during the period of restoration following a covered loss.

Carrier. The operational property insurance carrier has not yet been selected. Northgate Insurance Brokerage, LLC will conduct a competitive marketing process to solicit proposals from qualified carriers. The placement process is targeted to commence in Q2 2027, approximately six months prior to the anticipated Certificate of Occupancy for Building A (August 1, 2027). This timeline allows sufficient lead time for underwriting, negotiation of policy terms, and coordination with the construction lenders.

Perils Covered. The operational property insurance policy should cover, at a minimum, the following perils: fire; windstorm; hail; explosion; water damage (including damage from burst pipes, HVAC system failures, and surface water intrusion); equipment breakdown (discussed further in Section VI.B below); collapse; terrorism (under the Terrorism Risk Insurance Act ("TRIA") or an equivalent terrorism endorsement); flood (sub-limit, with the specific sub-limit determined based on the flood zone assessment for the Project site); and earth movement (sub-limit, consistent with the seismic exposure analysis for Loudoun County, Virginia).

Business Interruption. Business interruption coverage is essential for a data center campus, where the loss of rental income following a catastrophic event can be substantial. The business interruption coverage should be sized based on the projected stabilized net operating income ("NOI") of the campus. The current stabilization target for the Stonebridge Campus is 85% leased by Q2 2028. The business interruption coverage limit should be sufficient to cover the loss of rental income for a restoration period of at least twelve (12) months, with consideration given to extending the indemnity period to eighteen (18) or twenty-four (24) months for a project of this complexity. The specific coverage limit will be determined as part of the operational property insurance marketing process based on the projected lease-up economics and stabilized NOI.

B. Equipment Breakdown / Boiler & Machinery

Equipment breakdown coverage — formerly known as boiler and machinery insurance — is critically important for data center operations. Data centers are highly dependent on the reliable operation of complex mechanical, electrical, and electronic systems, and the failure of any major component can result in significant property damage, business interruption, and tenant claims.

The equipment breakdown coverage for the Stonebridge Campus should cover the failure of the following categories of equipment:

• Power Generation and Distribution: Diesel generators (2N redundant configuration per building), uninterruptible power supply ("UPS") systems, switchgear, transformers, automatic transfer switches, and power distribution units;

• Cooling and HVAC: Computer room air conditioning ("CRAC") units, computer room air handling ("CRAH") units, chillers, cooling towers, and associated pumps and controls;

• Fire Suppression: Clean agent fire suppression systems, pre-action sprinkler systems, and associated detection and control equipment; and

• Data Processing and Electronic Equipment: Servers, networking equipment, storage devices, and associated cabling and infrastructure, to the extent owned by the campus owner rather than tenants.

Equipment breakdown coverage may be included as an endorsement to the operational property insurance policy or may be procured as a standalone policy. In either case, the coverage should include both direct physical damage to the equipment and business interruption / loss of income resulting from equipment failure. Sub-limits for data processing equipment and electronic data media should be set at levels commensurate with the 96 MW critical IT load capacity of the campus, taking into account the potential for multiple simultaneous equipment failures in the event of a power surge, voltage irregularity, or cascading system failure.

C. General Liability (Operational)

Following the completion of construction and the transition to the operational phase, Stonebridge Campus Holdings LLC and IHDC will require commercial general liability ("CGL") coverage for premises liability arising from the ownership and operation of the data center campus. The operational CGL policy will cover claims for bodily injury, property damage, and personal and advertising injury arising from the campus operations, including claims by tenants, visitors, contractors, and members of the public.

If an OCIP is implemented during the construction phase and includes a completed operations tail, the OCIP tail coverage will provide residual protection for construction-related claims — including claims arising from latent defects, construction negligence, and contractor operations — for the duration of the tail period (recommended minimum of five years post-Substantial Completion). The operational CGL policy will cover ongoing premises liability claims that are unrelated to the construction work, such as slip-and-fall injuries, property damage from campus maintenance activities, and other routine operational exposures.

The limits, carrier, and specific terms of the operational CGL policy will be determined through the competitive marketing process conducted by Northgate. The coverage should be coordinated with the completed operations tail (if applicable) and with any tenant lease requirements regarding landlord insurance.

D. Casualty and Other Operational Coverages

In addition to property insurance, equipment breakdown coverage, and general liability, the post-COO insurance program for the Stonebridge Campus should include the following casualty and specialty coverages:

Commercial Auto. If IHDC or Stonebridge Campus Holdings LLC maintains fleet vehicles for campus operations, maintenance, or security purposes, commercial auto liability insurance will be required covering owned, non-owned, and hired vehicles. The coverage limits should be set at levels consistent with industry standards for commercial real estate operations and should be coordinated with the umbrella / excess liability program.

Umbrella / Excess Liability. An umbrella or excess liability policy should be procured, providing additional limits above the primary CGL, auto liability, and employer's liability policies. The target limits for the umbrella policy will be determined based on several factors, including: the insurance requirements set forth in tenant leases (data center tenants frequently require landlords to maintain substantial umbrella limits, often in the range of $25,000,000 to $100,000,000); the insurance requirements of the Construction Loan Agreement (which will remain in effect during the lease-up period and potentially through loan maturity or refinancing); and prudent risk management for a campus with a replacement cost value of $600,000,000.

Cyber / Technology Errors & Omissions. Given the nature of data center operations, cyber liability and technology errors and omissions insurance is strongly recommended. Data center operators face exposure to claims from tenants related to data loss, unauthorized access to tenant systems, service interruption, and failure to maintain contracted uptime or service levels. A comprehensive cyber policy should cover first-party losses (such as business interruption resulting from a cyber event, forensic investigation costs, notification costs, and data restoration expenses) as well as third-party liability (including claims by tenants, regulatory proceedings, and defense costs). A separate analysis of the cyber / technology E&O insurance program will be prepared as the Project approaches the operational phase.

Environmental Liability. Site pollution legal liability insurance is recommended to address environmental risks associated with the Stonebridge Campus. This recommendation is informed by the environmental due diligence conducted by Pendleton Environmental Associates, Inc. (Dr. Renata Volkov), which identified a potential residual pesticide contamination issue on the northwest quadrant of the Stonebridge Parcel, an area of approximately 4.2 acres that was historically used for agricultural purposes. The Phase II Environmental Site Assessment ("ESA") for this area is currently underway, with results targeted for completion by July 1, 2025. The Phase II ESA results will inform the scope of environmental liability coverage needed, including whether coverage should address pre-existing contamination conditions, cleanup costs, third-party bodily injury and property damage claims, and regulatory defense costs. Depending on the Phase II ESA findings, the environmental liability policy may need to include coverage for voluntary or mandatory remediation activities and associated business interruption.

E. Coordination with Construction Loan Agreement

The Construction Loan Agreement imposes specific insurance requirements that continue beyond the construction phase and through the term of the loan. These requirements will govern the post-COO insurance program and must be satisfied to avoid a default under the loan agreement.

Property Insurance. The Construction Loan Agreement requires the Borrower (Stonebridge Campus Holdings LLC) to maintain property insurance at the full replacement cost of the improvements at all times following construction completion. The $600,000,000 target replacement cost coverage described in Section VI.A above is intended to satisfy this requirement, subject to periodic valuation updates.

Loss Payee / Mortgagee. Summit National Bank, N.A., as Administrative Agent, and the syndicate lenders must be named as loss payees and mortgagees under all property insurance policies. The loss payee and mortgagee endorsements must include a standard mortgagee clause providing that the carrier's obligations to the mortgagee are independent of and not subject to the acts or neglect of the insured or the property owner.

Insurance Proceeds. Under the Construction Loan Agreement, insurance proceeds received in respect of a casualty loss above a threshold amount (to be determined based on the final terms of the Construction Loan Agreement) may be subject to lender control. Specifically, insurance proceeds above the threshold may be required to be deposited into an escrow account controlled by the Administrative Agent and applied to the restoration of the damaged improvements or, if restoration is not feasible or is not elected by the Borrower, to the repayment of the outstanding loan balance. The specific threshold and the conditions governing the application of insurance proceeds should be carefully reviewed in the final Construction Loan Agreement.

Policy Terms. All property and casualty insurance policies maintained under the post-COO program must comply with standard commercial mortgage loan insurance requirements, including: (i) a minimum of thirty (30) days' prior written notice to the Administrative Agent and lenders before any cancellation, non-renewal, or material modification of coverage; (ii) a provision that the insurance carrier will not cancel or non-renew the policy without providing the required notice, even if the insured requests cancellation; and (iii) a provision that the carrier will notify the Administrative Agent of any material claims or losses.

VII. Summary of Insurance Coverage Matrix

The following table presents a consolidated summary of the principal insurance coverages for the Stonebridge Data Center Campus, including both construction-phase and operational-phase coverages:

VIII. Insurance Broker Coordination and Next Steps

Northgate Insurance Brokerage, LLC (William Keane, Account Executive) is the lead broker for all insurance placements on the Stonebridge Data Center Campus. Northgate is responsible for coordinating the placement, administration, and ongoing management of the construction-phase and operational-phase insurance programs, subject to the direction of IHDC

PRIVILEGED AND CONFIDENTIAL — ATTORNEY WORK PRODUCT
MEMORANDUM
TO: Douglas Fairchild, Responsible Partner, Real Estate Cynthia Ho, Lead Associate, Real Estate
FROM: Grace Nakamura, Working Associate, Real Estate
DATE: Draft — May/June 2025
RE: Insurance Program Overview — Builder's Risk, OCIP, and Operational Coverages — Stonebridge Data Center Campus
CLIENT: Ironhaven Data Centers LLC
MATTER NO.: 1043-00002
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I. Executive Summary
The purpose of this memorandum is to provide a comprehensive overview and analysis of the insurance program for the Stonebridge Data Center Campus (the "Stonebridge Campus" or the "Project"), a ground-up data center campus development with an estimated total project cost of approximately $600,000,000, located in Loudoun County, Virginia. This memorandum is intended for internal use by the deal team and is protected by the attorney-client privilege and work product doctrine.
Client. Our client is Ironhaven Data Centers LLC ("IHDC"), a Delaware limited liability company headquartered at 44680 Prentice Drive, Suite 200, Ashburn, Virginia 20147. IHDC is a portfolio company of Ridgeline Capital Partners Fund IV, LP ("Ridgeline Fund IV"), which serves as the primary institutional equity source for the Project. IHDC will serve as the sponsor and indirect parent of the single-purpose borrower entity to be formed in connection with the construction financing.
Project Scope. The Stonebridge Campus is designed to deliver 96 MW of critical IT load across four data center buildings (Buildings A through D), each rated at 24 MW of critical IT load and comprising approximately 120,000 square feet of shell space. The total gross floor area of the campus is approximately 480,000 square feet, exclusive of the central utility plant, site civil infrastructure, and a structured parking facility. The campus is situated on an 81.4-acre site consisting of two contiguous parcels: the 62.0-acre Stonebridge Parcel and the 19.4-acre Meridian Parcel.
EPC Contractor. Titan-McAllister Construction Group, LLC ("TMCG") has been selected as the engineering, procurement, and construction contractor for the Project under a guaranteed maximum price ("GMP") contract. The GMP is $412,000,000, covering all four buildings, the central utility plant, site civil work, and structured parking.
Project Entity / Borrower. The Project will be owned and developed by Stonebridge Campus Holdings LLC, a Virginia limited liability company to be formed and wholly owned by IHDC. Stonebridge Campus Holdings LLC will serve as the borrower under the construction loan facility described below.
Insurance Broker. Northgate Insurance Brokerage, LLC ("Northgate") serves as the insurance broker for the Project. William Keane is the designated account executive at Northgate responsible for the Stonebridge Campus account.
Scope of This Memorandum. This memorandum addresses the following components of the Project's insurance program:
(A) Builder's Risk Insurance during the construction phase;
(B) Evaluation of an Owner-Controlled Insurance Program ("OCIP") as an alternative to the traditional contractor-provided insurance model;
(C) EPC Contractor Insurance, including TMCG's commercial general liability ("CGL") coverage and performance and payment bonds;
(D) Directors and Officers ("D&O") Liability Insurance for IHDC;
(E) Post-Certificate of Occupancy Operational Property and Casualty Insurance; and
(F) Coordination of the insurance program with the requirements set forth in the EPC Agreement (including Exhibit D, Insurance Requirements) and the Construction Loan Agreement.
Key Cross-References. This memorandum should be read in conjunction with the following documents and workpapers: (i) the EPC Agreement between Stonebridge Campus Holdings LLC and TMCG, including Exhibit D (Insurance Requirements); (ii) the Construction Loan Agreement among Stonebridge Campus Holdings LLC, as Borrower, Summit National Bank, N.A., as Administrative Agent, and the syndicate lenders; and (iii) the Insurance Requirements Compliance Matrix, which is maintained as a separate workpaper and cross-references each insurance covenant in the transactional documents against the current or proposed insurance placements.
II. Builder's Risk Insurance
A. Coverage Overview
Builder's risk insurance — also referred to as "course of construction" insurance — is the foundational property insurance coverage for the Stonebridge Campus during the construction phase. This policy provides "all risk" property insurance protecting against physical loss of or damage to the improvements under construction, together with related materials, equipment, and soft costs.
Insured Value. The builder's risk policy will insure the Project at a value of $412,000,000, equal to the GMP under the EPC Agreement with TMCG. This amount reflects the full insurable value of the construction work, including all hard costs, materials, equipment, and related components covered under the GMP contract.
Carrier. The builder's risk policy will be underwritten by Great Basin Surety & Insurance Corp., a Wyoming corporation ("Great Basin"). Great Basin is a nationally recognized carrier with substantial experience in large-scale construction and infrastructure insurance programs. Northgate has confirmed that Great Basin's financial strength rating is satisfactory for a placement of this magnitude.
Policyholder. The named insured under the builder's risk policy will be Stonebridge Campus Holdings LLC (the Owner and Borrower). IHDC, as the parent entity and sponsor, will be named as an additional insured. TMCG, as the EPC contractor, will also be named as an additional insured, consistent with the requirements of the EPC Agreement and standard industry practice for owner-procured builder's risk programs.
Broker. Northgate Insurance Brokerage, LLC, through account executive William Keane, will place the builder's risk coverage and administer the policy throughout the construction phase.
B. Key Policy Terms
The following is a summary of the principal terms and conditions of the proposed builder's risk policy, as reflected in the preliminary indication received from Great Basin through Northgate. These terms remain subject to final underwriting, and certain sub-limits and endorsements require further negotiation and analysis as described below.
Coverage Basis. The policy provides replacement cost coverage on an "all risk" (special form) basis. This is the broadest form of property insurance available for construction projects and covers all risks of physical loss of or damage to covered property unless specifically excluded. Covered property includes: buildings and structures under construction; materials stored on-site and at approved off-site storage locations; materials in transit to the Project site; temporary structures, including scaffolding, construction trailers, and temporary fencing; construction equipment and tools; and soft costs as described below.
Per-Occurrence Deductible. The policy carries a deductible of $250,000 per occurrence. This deductible level is within the typical market range for construction projects of this scale, which generally falls between $100,000 and $500,000 per occurrence depending on the nature of the project, the carrier's risk assessment, and the insured's risk tolerance. We will need to confirm that the $250,000 deductible is acceptable to the construction lenders, as discussed in Section II.C below.
Policy Period. The builder's risk policy will incept coincident with the issuance of the Notice to Proceed ("NTP") under the EPC Agreement. The target NTP date is November 1, 2025. The policy will remain in force through Substantial Completion of all four buildings. Based on the current construction schedule, Substantial Completion is targeted for November 1, 2027, resulting in an initial policy period of approximately twenty-four (24) months. The policy will include provisions for extensions of the policy period in the event that construction extends beyond the initial 24-month schedule, which is a critical feature given the complexity and scale of the Project. Extension premiums and conditions should be negotiated at the time of initial placement to avoid exposure to unfavorable pricing or coverage gaps in the event of construction delays.
Named Perils. Although the policy is written on an "all risk" basis (meaning that all perils are covered unless specifically excluded), the following perils are expressly included within the scope of coverage: fire; windstorm; hail; explosion; riot and civil commotion; aircraft impact; vehicle impact; smoke; vandalism and malicious mischief; theft; collapse; water damage (including damage from plumbing, HVAC systems, and surface water); earth movement (subject to sub-limit analysis discussed below); flood (subject to sub-limit analysis discussed below); and equipment breakdown (covering damage to mechanical and electrical equipment during installation and testing).
Two perils warrant particular attention for the Stonebridge Campus:
Earth Movement / Earthquake. Loudoun County, Virginia is located in a region of relatively low seismic activity. However, lenders and prudent risk management practices typically require some level of earthquake or earth movement coverage, even in low-risk zones. The earth movement sub-limit under the proposed policy should be analyzed to ensure it is adequate for the replacement cost of the improvements and acceptable to the construction lenders. We recommend that Northgate obtain a seismic risk assessment or loss estimate to inform the sub-limit negotiation.
Flood. The Stonebridge Parcel and Meridian Parcel must be evaluated for flood zone exposure. If any portion of either parcel is located within a FEMA Special Flood Hazard Area (Zones A or V), separate flood coverage or a specific flood endorsement to the builder's risk policy will be required. Even if the parcels are located outside of Special Flood Hazard Areas, the construction lenders may require a minimum sub-limit for flood damage. The flood zone determination should be obtained and reviewed promptly as part of the pre-NTP insurance workstream.
Soft Cost Coverage. The builder's risk policy includes coverage for soft costs incurred as a result of a covered loss that causes delay to the construction schedule. Soft costs typically covered include: interest on the construction loan (here, the $390,000,000 facility at SOFR + 285 basis points); real estate taxes and assessments accruing during the delay period; architectural and engineering fees incurred to redesign or re-engineer portions of the work damaged or destroyed; and other continuing overhead and carrying costs. The sub-limit for soft cost coverage is to be determined, but we recommend that it be set at a minimum of $25,000,000, given the significant carrying costs associated with the $390,000,000 construction loan and the substantial real estate tax burden in Loudoun County.
Delay in Start-Up / Advanced Loss of Income (DSU/ALOI) Endorsement. In addition to soft cost coverage, we recommend that the builder's risk policy include a delay in start-up ("DSU") or advanced loss of income ("ALOI") endorsement. This endorsement provides coverage for the loss of anticipated rental income that the Owner would have earned but for a covered loss that delays project completion and the commencement of tenant lease obligations. This coverage is particularly important for a data center campus where lease commitments and revenue streams are expected to commence promptly upon delivery of the buildings. The sub-limit for DSU/ALOI coverage is pending analysis based on projected lease-up economics, including anticipated rental rates, lease commencement dates, and the projected stabilization timeline. Northgate should coordinate with IHDC's development team (Leonard Castellano, EVP of Development) and leasing team to obtain the financial projections necessary to size this endorsement appropriately.
C. Coordination with EPC Agreement (Exhibit D) and Construction Loan Agreement
The builder's risk insurance program must satisfy the requirements set forth in two key transactional documents: the EPC Agreement with TMCG and the Construction Loan Agreement with the Summit-led lending syndicate. Ensuring compliance with both sets of requirements is essential to avoid defaults under either agreement and to maintain seamless protection for all stakeholders.
EPC Agreement Requirements. Exhibit D to the EPC Agreement requires that the Owner procure and maintain builder's risk coverage in an amount not less than the full GMP of $412,000,000. The proposed placement meets this requirement. Exhibit D further requires that the builder's risk policy name TMCG as an additional insured and contain a waiver of subrogation in favor of TMCG and all subcontractors of every tier. These provisions must be confirmed in the final policy form. Additionally, Exhibit D specifies that the builder's risk policy must cover materials stored on-site and off-site and materials in transit, and must not contain exclusions that would effectively render the coverage illusory for the data center construction work contemplated under the EPC Agreement.
Construction Loan Agreement Requirements. The Construction Loan Agreement requires that the Borrower procure and maintain builder's risk insurance covering the full insurable value of the improvements under construction. Summit National Bank, N.A., as Administrative Agent, and the syndicate lenders must be named as loss payees and mortgagees under the builder's risk policy. The policy must include a standard mortgagee clause in favor of the Administrative Agent, which provides that the insurance carrier's obligations to the mortgagee are not invalidated by any act or neglect of the insured or the owner of the property. Furthermore, the Construction Loan Agreement requires that the carrier provide at least thirty (30) days' prior written notice to the Administrative Agent and lenders before any cancellation or material modification of the policy.
Key Compliance Points. In reviewing the proposed builder's risk policy, we must confirm the following:
(i) The policy does not contain a "voluntary improvement" exclusion that could be interpreted to exclude coverage for design upgrades or modifications to the data center configuration made during the course of construction, which are common in data center projects given rapidly evolving technology requirements and tenant specifications.
(ii) The policy does not contain a "protective safeguards" exclusion that conditions coverage on the maintenance of specific fire protection or security systems, as such systems may not be fully operational during the construction phase.
(iii) The $250,000 per occurrence deductible is acceptable to the construction lenders. Based on our experience with similar construction loan facilities, a deductible of $250,000 per occurrence is within the range that lenders typically find acceptable for projects of this scale (the typical market range being $100,000 to $500,000). However, this should be expressly confirmed with Summit National Bank's insurance counsel or advisory team, as certain lenders maintain internal guidelines requiring deductibles below a specified threshold relative to the insured value.
(iv) The loss payee and mortgagee endorsements are in the form required by the Construction Loan Agreement and acceptable to lender's counsel, Redmond & Calloway LLP (Victor Redmond).
D. Action Items
The following action items relate to the builder's risk insurance workstream and should be completed prior to the target NTP date of November 1, 2025:
1. Premium Quotation and Binding. Northgate (William Keane) to finalize the premium quotation from Great Basin and bind coverage prior to NTP. The binding of builder's risk coverage is a condition precedent to the issuance of NTP under the EPC Agreement and a condition to the initial advance under the Construction Loan Agreement.
2. Named Insured, Additional Insured, and Loss Payee Schedule. Confirm the complete schedule of named insureds, additional insureds, and loss payees with lender's counsel (Redmond & Calloway LLP, Victor Redmond) and with TMCG's risk management team. The schedule should include, at a minimum: Stonebridge Campus Holdings LLC (named insured); IHDC (additional insured); TMCG (additional insured); Summit National Bank, N.A., as Administrative Agent (loss payee / mortgagee); and the individual syndicate lenders, as applicable.
3. Flood Zone Determination. Obtain and review the flood zone determination for both the Stonebridge Parcel and the Meridian Parcel. If any portion of either parcel is located within a FEMA Special Flood Hazard Area, separate flood coverage or an endorsement to the builder's risk policy will be required. The flood zone determination should also be cross-referenced with the requirements of the National Flood Insurance Program and the Construction Loan Agreement.
4. Earth Movement / Earthquake Sub-Limit. Confirm the adequacy of the earth movement or earthquake sub-limit under the builder's risk policy. Although Loudoun County, Virginia has low seismic zone exposure, the construction lenders may require a minimum sub-limit for earth movement. Northgate should obtain a seismic loss estimate or probable maximum loss ("PML") study if requested by the lenders or if Great Basin requires one for underwriting purposes.
5. Soft Cost and DSU/ALOI Sub-Limits. Finalize the sub-limits for soft cost coverage and the DSU/ALOI endorsement based on the carrying cost projections and lease-up economic model provided by IHDC's development and finance teams.
III. Owner-Controlled Insurance Program (OCIP) Evaluation
A. Overview of OCIP Structure
An Owner-Controlled Insurance Program, commonly referred to as an "OCIP" or a "wrap-up" program, is an insurance structure in which the project owner procures and administers a consolidated insurance program covering the owner, the general contractor (or, in this case, the EPC contractor), and all eligible subcontractors and sub-subcontractors under a single set of master policies. The OCIP is administered by the project owner, typically through a dedicated OCIP administrator (here, Northgate), and replaces the individual insurance programs that would otherwise be carried by the contractor and its subcontractors for the duration of the project.
An OCIP typically covers the following lines of insurance for all enrolled parties:
• Commercial general liability ("CGL") on an occurrence form;
• Workers' compensation insurance at statutory limits, together with employer's liability coverage; and
• Excess or umbrella liability, providing additional limits above the primary CGL, auto liability, and employer's liability layers.
For the Stonebridge Campus, the Project's EPC contractor, TMCG, currently maintains its own CGL coverage with a limit of $150,000,000 per occurrence through Pinnacle Indemnity Insurance Co., a Pennsylvania insurance company. TMCG's subcontractors similarly carry their own individual CGL, workers' compensation, and umbrella programs. Under an OCIP, these individual programs would be suspended or replaced for the duration of the Stonebridge Campus construction, and all enrolled parties would be covered under the owner's master program.
The OCIP model has become increasingly prevalent in large-scale construction and infrastructure projects, particularly those with total project costs exceeding $100,000,000. The structure is well-suited to the Stonebridge Campus given the Project's size, complexity, and the number of subcontractors and trades expected to be involved in the construction of the four data center buildings, the central utility plant, site civil infrastructure, and structured parking.
B. Estimated Cost Savings
One of the primary motivations for implementing an OCIP is cost savings. Northgate's preliminary analysis, based on its experience with comparable data center and large-scale commercial construction projects in the Northern Virginia market, estimates that implementing an OCIP for the Stonebridge Campus would yield savings of approximately 12% to 15% on insurable construction costs, compared to the traditional model in which TMCG and its subcontractors procure and maintain their own individual insurance programs.
The basis for these estimated savings includes the following factors:
• Elimination of Duplicative Coverage. Under the traditional model, the owner, the general contractor, and each subcontractor independently procure CGL, workers' compensation, and umbrella coverage, resulting in overlapping and duplicative coverages at each tier. An OCIP eliminates this redundancy by providing a single, unified program covering all enrolled parties.
• Bulk Purchasing Power. By aggregating the insurance needs of all project participants into a single program, the OCIP achieves greater purchasing power and leverage in the insurance market, resulting in more competitive premium rates than would be available to individual contractors and subcontractors purchasing coverage on a standalone basis.
• Removal of Insurance Costs Embedded in Subcontractor Bids. Under the traditional model, each subcontractor includes its insurance costs (including overhead and profit on those costs) in its bid. Under an OCIP, subcontractors are required to remove these insurance costs from their bids, passing the savings through to the owner. This not only reduces the direct insurance cost but also eliminates the markup that subcontractors typically apply to their insurance line items.
• Centralized Claims Administration. An OCIP provides centralized claims reporting and administration, which reduces administrative costs, facilitates more efficient claims handling, and enables better loss control and risk management across the entire project.
Estimated Dollar Savings. On an EPC GMP of $412,000,000, insurance costs under a traditional contractor-provided model typically represent approximately 1.5% to 2.5% of hard construction costs, yielding an estimated insurance cost range of $6,180,000 to $10,300,000. Applying the estimated OCIP savings rate of 12% to 15%, the projected savings from implementing an OCIP would be approximately $740,000 to $1,550,000. While these savings are meaningful, they must be weighed against the administrative costs and management burden of operating the OCIP, including the fees payable to the OCIP administrator and the owner's internal resources required to manage enrollment, claims, and compliance.
Additional Non-Financial Benefits. Beyond direct cost savings, an OCIP offers several qualitative benefits that are particularly relevant to a project of the scale and complexity of the Stonebridge Campus:
• Consistent and uniform coverage terms across all tiers of contractors and subcontractors, eliminating the risk of gaps or inconsistencies in coverage that can arise under the traditional model;
• Unified claims reporting through a single administrator, which provides the owner with complete visibility into all claims activity on the project;
• Improved loss control through centralized safety programs and inspections administered by the OCIP administrator;
• Reduced litigation among insured parties, because all enrolled parties are insureds under the same program, which minimizes cross-claims and subrogation disputes among project participants; and
• Enhanced ability to track and manage insurance costs as part of the overall project budget.
C. OCIP Structure Considerations
If IHDC elects to implement an OCIP for the Stonebridge Campus, the program would be structured as follows:
Named Insured. The named insured under the OCIP would be Stonebridge Campus Holdings LLC (the Owner and Borrower) and IHDC (the parent entity and sponsor).
Enrolled Parties. TMCG, as the EPC contractor, and all eligible subcontractors and sub-subcontractors would be required to enroll in the OCIP. Enrollment thresholds are typically set based on subcontract value, with subcontractors holding contracts above a minimum threshold — typically $100,000 to $250,000 — required to enroll. Subcontractors below the threshold may be excluded from the OCIP and required to maintain their own individual insurance programs. The specific enrollment threshold for the Stonebridge Campus OCIP will be determined as part of the feasibility study.
Coverages Included in the OCIP. The OCIP would include the following coverages for all enrolled parties:
• Commercial General Liability (CGL): Occurrence form, covering bodily injury, property damage, personal injury, and advertising injury arising from the construction operations of enrolled parties on the Stonebridge Campus. Policy limits to be determined through the feasibility study, but typically set at $1,000,000 per occurrence and $2,000,000 general aggregate for the primary layer, with excess and umbrella layers providing additional limits.
• Workers' Compensation / Employer's Liability: Statutory limits for the Commonwealth of Virginia, together with employer's liability coverage at limits of not less than $1,000,000 per accident, $1,000,000 disease-policy limit, and $1,000,000 disease-per employee.
• Excess / Umbrella Liability: Excess of the primary CGL, employer's liability, and, if included, auto liability layers. Umbrella limits to be determined, but should be set at levels sufficient to satisfy the requirements of the EPC Agreement, the Construction Loan Agreement, and prudent risk management for a $600,000,000 development.
Coverages Excluded from the OCIP. The following coverages would remain the responsibility of the individual enrolled parties and would not be included in the OCIP:
• Professional Liability / Errors and Omissions (E&O): Design professionals and contractors performing design-build work are required to maintain their own professional liability insurance, as professional liability coverage is typically written on a claims-made basis and is not well-suited to the OCIP structure.
• Auto Liability: Commercial auto liability insurance is generally maintained by each contractor and subcontractor for vehicles used in connection with the project, as the auto exposures are specific to each party's fleet and operations.
• Contractor's Pollution Liability: Pollution liability coverage may be maintained by individual contractors depending on the scope of their work and the presence of environmental hazards. Whether contractor's pollution liability is included in the OCIP or remains contractor-provided will be determined during the feasibility study.
• Builder's Risk: Builder's risk insurance is a separate owner-procured policy covering the property under construction, as discussed in Section II of this memorandum, and is not part of the OCIP.
OCIP Administrator. Northgate Insurance Brokerage, LLC would serve as the OCIP administrator for the Stonebridge Campus. William Keane would serve as the account executive responsible for the day-to-day administration of the program, including enrollment processing, certificate issuance, claims management, safety program coordination, and reporting. Northgate has experience administering OCIPs for large-scale construction projects in the data center and commercial real estate sectors, which is a relevant qualification for this engagement.
Completed Operations Tail. A critical component of any OCIP is the completed operations tail coverage, which provides ongoing protection for claims arising from the construction work after Substantial Completion. The completed operations tail is essential for addressing latent defect claims and other construction-related claims that may not manifest until months or years after the work is complete. Completed operations tail periods for OCIPs typically range from three (3) to ten (10) years following Substantial Completion. Given the nature of the data center campus and the complexity of the mechanical, electrical, and plumbing systems, we recommend a minimum completed operations tail of five (5) years. The cost of the tail coverage is typically included in the upfront OCIP premium, though in some cases it may be structured as a separate, one-time premium payable at the time of Substantial Completion.
D. Interaction with EPC Agreement and Lender Requirements
The EPC Agreement and the Construction Loan Agreement both contemplate the possibility that the Owner may implement an OCIP for the Stonebridge Campus.
EPC Agreement. Exhibit D to the EPC Agreement expressly permits the Owner to implement an OCIP. If the Owner elects to do so, the EPC Agreement requires TMCG and all of its subcontractors to enroll in the OCIP, and the Owner assumes responsibility for providing coverage that is equivalent to or superior to the coverage that would otherwise be required of the contractor under Exhibit D. This is a standard provision in EPC agreements for projects of this scale and reflects the industry practice of allocating the insurance procurement responsibility to the owner when an OCIP is in place.
If the Owner implements an OCIP, TMCG's individual CGL program through Pinnacle Indemnity Insurance Co. would be suspended for the duration of the Stonebridge Campus Project. TMCG would issue an insurance credit against its GMP, reflecting the insurance costs that were previously included in its bid and that are no longer being incurred by TMCG because the Owner is providing coverage through the OCIP. The amount of the insurance credit is subject to negotiation and should be confirmed as part of the OCIP feasibility analysis. It is important that the insurance credit be documented as a formal GMP reduction or change order under the EPC Agreement to ensure transparency and avoid disputes regarding the allocation of insurance costs.
Construction Loan Agreement. The Construction Loan Agreement requires that the lenders be named as additional insureds under the CGL and umbrella liability policies maintained for the Project. If an OCIP is implemented, the OCIP policies would satisfy this requirement, and Summit National Bank, N.A., as Administrative Agent, and the individual syndicate lenders would be named as additional insureds under the OCIP CGL and umbrella policies. The specific endorsement language and the scope of the additional insured coverage must be reviewed and confirmed with lender's counsel, Redmond & Calloway LLP (Victor Redmond), to ensure compliance with the insurance covenants in the Construction Loan Agreement.
Lender Consent. Depending on the specific terms of the Construction Loan Agreement, the implementation of an OCIP may require the prior consent or approval of the Administrative Agent or the Required Lenders. We should review the insurance provisions of the Construction Loan Agreement carefully to determine whether the adoption of an OCIP triggers any consent requirements. Coordination with Victor Redmond at Redmond & Calloway LLP and Karen Ellsworth at Summit National Bank will be necessary to address any lender concerns and secure any required approvals.
E. Recommendation. Based on the preliminary analysis and the potential cost savings identified by Northgate, we recommend that IHDC proceed with a detailed OCIP feasibility study and premium comparison. Northgate should be engaged to prepare a comprehensive cost-benefit analysis comparing the OCIP model to the traditional contractor-provided insurance model for the Stonebridge Campus, taking into account the estimated premium costs, administrative expenses, insurance credits from TMCG and subcontractors, and the qualitative benefits and risks associated with each approach.
The target timeline for the OCIP decision is as follows:
• August 2025: Northgate completes the OCIP feasibility analysis and presents the cost comparison to IHDC management (Marcus Thorne, CEO; Priya Dasgupta, CFO; Leonard Castellano, EVP, Development) and to Ridgeline Fund IV (Julian Hargrove, Managing Director).
• September 2025: IHDC makes a final decision on whether to implement an OCIP or proceed with the traditional contractor-provided insurance model. This decision must be made in advance of the EPC Agreement execution (target: October 20, 2025) and the Construction Loan closing (target: October 15, 2025), as the selected insurance structure will affect the EPC Agreement pricing, the Exhibit D insurance requirements, and the insurance covenants in the Construction Loan Agreement.
• If OCIP is adopted: The EPC Agreement pricing will be adjusted downward by the amount of the insurance credit from TMCG and from subcontractor bids. The OCIP policies will be placed and bound prior to NTP (November 1, 2025). The OCIP enrollment process for TMCG and subcontractors will commence immediately following NTP.
IV. EPC Contractor Insurance — Titan-McAllister Construction Group, LLC
A. Commercial General Liability (CGL)
TMCG maintains a commercial general liability insurance policy providing broad coverage for third-party bodily injury and property damage claims arising from its construction operations. The principal terms of TMCG's CGL program are as follows:
Carrier. Pinnacle Indemnity Insurance Co., a Pennsylvania insurance company ("Pinnacle Indemnity"). Pinnacle Indemnity is a well-established commercial lines carrier with an A.M. Best financial strength rating that is satisfactory for a project of this scale. Northgate should confirm Pinnacle Indemnity's current rating as part of the certificate of insurance review process.
Coverage Limit. $150,000,000 per occurrence. This limit reflects a robust CGL program appropriate for a contractor performing work on a project with a GMP of $412,000,000.
Policy Type. The CGL policy is written on an occurrence form, which is the preferred form for construction projects because it provides coverage for claims arising from occurrences during the policy period, regardless of when the claim is actually made. An occurrence form policy provides broader and longer-lasting protection than a claims-made policy, particularly for construction defect and latent injury claims that may not be discovered until years after the construction work is completed.
Named Insured. Titan-McAllister Construction Group, LLC.
Additional Insured Endorsement. The EPC Agreement requires TMCG to add the following parties as additional insureds under its CGL policy: Stonebridge Campus Holdings LLC (the Owner); IHDC (the parent entity and sponsor); and Summit National Bank, N.A., as Administrative Agent for the construction lenders. The additional insured endorsement should be on ISO Form CG 20 10 or an equivalent broad-form endorsement, providing coverage for ongoing operations and, ideally, completed operations. The specific endorsement form should be reviewed to ensure that it provides coverage on a primary and non-contributory basis, as required by the EPC Agreement and the Construction Loan Agreement.
OCIP Interaction. If IHDC elects to implement an OCIP for the Stonebridge Campus (as discussed in Section III), TMCG's CGL policy through Pinnacle Indemnity will be suspended for the Project and replaced by the OCIP CGL policy. TMCG's CGL policy would continue to cover TMCG's operations on other projects not enrolled in the OCIP.
B. Performance and Payment Bonds
Surety. Great Basin Surety & Insurance Corp., a Wyoming corporation. Great Basin is providing both the performance bond and the payment bond for the Stonebridge Campus Project. It is worth noting that Great Basin is also the carrier for the builder's risk policy discussed in Section II, which reflects the breadth of Great Basin's involvement in the Project's insurance and surety program.
Performance Bond. TMCG is required to provide a performance bond in an amount equal to 100% of the GMP, i.e., $412,000,000. The performance bond guarantees TMCG's faithful performance of its obligations under the EPC Agreement. In the event of a contractor default, the surety (Great Basin) is obligated to either complete the work, arrange for a replacement contractor to complete the work, or pay the obligee the bond amount.
Payment Bond. TMCG is also required to provide a payment bond in an amount equal to 100% of the GMP, i.e., $412,000,000. The payment bond guarantees that TMCG will make timely payment to all subcontractors, material suppliers, and laborers performing work on the Project. The payment bond protects the Owner against mechanic's lien claims by ensuring that subcontractors and suppliers have recourse against the surety if they are not paid by TMCG.
Obligee. The obligee under both the performance bond and the payment bond is Stonebridge Campus Holdings LLC, the Owner.
Lender Requirements. The Construction Loan Agreement requires that the performance and payment bonds be in form and substance acceptable to the construction lenders. Summit National Bank, N.A., as Administrative Agent, has the right to be named as a co-obligee or dual obligee under the performance bond. This right is standard in construction lending and provides the lenders with direct standing to make a claim under the performance bond in the event of a contractor default, without requiring the Owner to first make a claim. The dual obligee rider should be obtained from Great Basin and reviewed to confirm that it does not contain any provisions that would limit the Administrative Agent's rights or impose additional conditions on its ability to make a claim.
Bond Form Review. Both the performance bond and the payment bond are required under the EPC Agreement and the Construction Loan Agreement. A separate, detailed review of the bond forms is contained in the Memorandum re: Performance and Payment Bond Review, which addresses the specific terms, conditions, and limitations of the bond forms proposed by Great Basin and identifies any modifications or riders necessary to ensure compliance with the transactional documents.
C. Other TMCG Insurance Requirements (EPC Agreement Exhibit D)
In addition to the CGL coverage and performance and payment bonds discussed above, Exhibit D to the EPC Agreement requires TMCG to procure and maintain the following insurance coverages throughout the construction phase:
Workers' Compensation. Statutory limits for the Commonwealth of Virginia, which requires workers' compensation coverage for all employees. In addition, employer's liability coverage is required at the following minimum limits: $1,000,000 per accident; $1,000,000 disease-policy limit; and $1,000,000 disease-per employee. These employer's liability limits are standard for large-scale construction projects and provide coverage for claims by employees that are not within the scope of the workers' compensation statute.
Commercial Auto Liability. $5,000,000 combined single limit for bodily injury and property damage arising from the ownership, maintenance, or use of any owned, non-owned, or hired automobiles used in connection with the Project. This coverage applies to vehicles used by TMCG and its employees in traveling to and from the Project site and in transporting materials and equipment.
Umbrella / Excess Liability. $50,000,000 per occurrence, excess of the primary CGL, auto liability, and employer's liability policies. The umbrella policy provides an additional layer of protection above the primary limits and is critical for a project of this magnitude, where a single catastrophic event could result in claims exceeding the primary policy limits.
Contractor's Pollution Liability. $10,000,000 per occurrence. This coverage protects against claims arising from pollution conditions caused by or resulting from the contractor's operations during construction, including the release or discharge of pollutants from the construction site. Whether contractor's pollution liability will be included in the OCIP (if adopted) or will remain the responsibility of TMCG and its subcontractors is to be determined during the OCIP feasibility study.
Professional Liability (Design-Build Elements). $10,000,000 per claim. To the extent that TMCG performs design-build services or assumes responsibility for design elements under the EPC Agreement, it is required to maintain professional liability (errors and omissions) insurance covering claims arising from its professional services. This coverage must be maintained for a minimum of three (3) years following Substantial Completion to address claims that may arise from latent design defects. Professional liability insurance is written on a claims-made basis and is not included in the OCIP; it remains the sole responsibility of TMCG.
Certificates of Insurance. TMCG president Raymond Okafor and Senior Vice President of Data Center Programs Michelle Tran are responsible for providing certificates of insurance evidencing all required coverages prior to the issuance of NTP. The certificates must identify the policy numbers, coverage limits, policy periods, named insureds, additional insureds, and any endorsements required under Exhibit D. A separate Certificate of Insurance Review Letter is being prepared for transmittal to TMCG, outlining the specific certificate requirements and requesting supplemental documentation, including copies of endorsements and, where applicable, certified copies of the underlying policies.
V. Directors & Officers (D&O) Liability Insurance — IHDC
IHDC maintains a directors and officers ("D&O") liability insurance policy providing protection for the managers, officers, and directors of the company against claims alleging wrongful acts in their capacity as such. The following is a summary of the key terms of the D&O program:
Insured Entity. Ironhaven Data Centers LLC.
Carrier. Clearwater Specialty Underwriters, Inc., a New York corporation ("Clearwater"). Clearwater is a specialty insurer with a focus on management liability and professional lines coverage for technology and infrastructure companies.
Policy Limits. $10,000,000. This limit represents the aggregate amount available under the policy for all claims during the policy period. Given the size of the Stonebridge Campus development ($600,000,000 total project cost) and the involvement of institutional equity from Ridgeline Capital Partners Fund IV, LP, a $10,000,000 D&O limit is reasonable, though we may wish to evaluate whether a higher limit is warranted as the project advances and additional operating entities are formed.
Coverage. The D&O policy is a claims-made policy covering claims first made during the policy period (or any applicable extended reporting period) for wrongful acts committed by the insured individuals in their capacity as directors, officers, or managers of IHDC. Covered wrongful acts typically include errors, misstatements, misleading statements, acts, omissions, neglect, or breach of duty in the management and administration of the company.
Insured Individuals. The D&O policy covers the following individuals, among others, in their capacity as officers and managers of IHDC: Marcus Thorne (Chief Executive Officer); Priya Dasgupta (Chief Financial Officer); Leonard Castellano (Executive Vice President, Development); and all other officers and managers designated by the company. Coverage extends to past, present, and future officers and managers for acts committed during their tenure with the company.
Subsidiary Coverage for Stonebridge Campus Holdings LLC. Once Stonebridge Campus Holdings LLC is formed as a Virginia limited liability company and wholly owned subsidiary of IHDC, it should be added as a subsidiary or named insured under the D&O policy. This will ensure that the managers and officers of the subsidiary entity are covered under the policy for claims related to the development and operation of the Stonebridge Campus. We recommend that Northgate (William Keane) coordinate with Clearwater to confirm that the policy's definition of "insured organization" or "subsidiary" is broad enough to encompass Stonebridge Campus Holdings LLC without the need for a formal policy endorsement, or, if an endorsement is required, that it be obtained promptly upon formation of the entity.
Relationship to Construction Loan Agreement. D&O insurance is not a required coverage under the Construction Loan Agreement with Summit National Bank. However, D&O insurance is a prudent corporate governance measure, particularly given the scale of the $600,000,000 development, the fiduciary obligations of IHDC's management to Ridgeline Fund IV as the institutional equity investor, and the complexity of the construction and financing arrangements. The D&O policy provides an important layer of protection for IHDC's management team against claims by investors, lenders, tenants, and other parties alleging mismanagement or breach of duty in connection with the development of the Stonebridge Campus.
Renewal Date and Retroactive Date. The D&O policy renewal date and retroactive date should be confirmed with Northgate (William Keane). The retroactive date is particularly important for a claims-made policy, as it determines the earliest date from which covered wrongful acts are included within the policy's scope. Ideally, the retroactive date should predate the commencement of any activities related to the Stonebridge Campus Project, including the negotiation of the EPC Agreement, the Construction Loan Agreement, and the site acquisition.
VI. Post-Certificate of Occupancy — Operational Property and Casualty Insurance
Upon issuance of the Certificate of Occupancy for each building of the Stonebridge Campus, the Project will transition from the construction phase to the operational phase, requiring a corresponding transition from builder's risk coverage to a comprehensive operational property and casualty insurance program. The following sections outline the key components of the post-Certificate of Occupancy ("post-COO") insurance program.
A. Property Insurance (Post-COO)
Trigger. The transition from builder's risk coverage to operational property insurance will be triggered by the issuance of the Certificate of Occupancy for each building. Based on the current construction schedule, the anticipated trigger dates are as follows: Building A — August 1, 2027; and Buildings B, C, and D — November 1, 2027. The transition will be phased, with builder's risk coverage remaining in effect for buildings that have not yet received a Certificate of Occupancy while operational property insurance is placed for buildings that have been completed and delivered.
This phased transition requires careful coordination between Northgate, Great Basin (the builder's risk carrier), and the operational property insurance carrier (to be determined) to avoid gaps in coverage during the transition period. The builder's risk policy should include an endorsement permitting partial occupancy or use of completed portions of the project while construction continues on remaining buildings, which is common in multi-building campus developments.
Target Replacement Cost Coverage. The operational property insurance policy should provide coverage at the full replacement cost of the campus improvements, with a target insured value of $600,000,000. This amount reflects the full replacement cost of all four data center buildings, the central utility plant, site civil infrastructure, tenant improvements, and the structured parking facility. The replacement cost valuation should be reviewed and updated periodically (at least annually) to account for construction cost escalation, tenant improvements, and any modifications to the campus facilities.
Coverage Form. The operational property insurance policy should be written on an "all risk" or special form basis, which is the broadest form of property coverage available. The policy should include business interruption and rental value insurance, providing coverage for the loss of rental income and continuing expenses during the period of restoration following a covered loss.
Carrier. The operational property insurance carrier has not yet been selected. Northgate Insurance Brokerage, LLC will conduct a competitive marketing process to solicit proposals from qualified carriers. The placement process is targeted to commence in Q2 2027, approximately six months prior to the anticipated Certificate of Occupancy for Building A (August 1, 2027). This timeline allows sufficient lead time for underwriting, negotiation of policy terms, and coordination with the construction lenders.
Perils Covered. The operational property insurance policy should cover, at a minimum, the following perils: fire; windstorm; hail; explosion; water damage (including damage from burst pipes, HVAC system failures, and surface water intrusion); equipment breakdown (discussed further in Section VI.B below); collapse; terrorism (under the Terrorism Risk Insurance Act ("TRIA") or an equivalent terrorism endorsement); flood (sub-limit, with the specific sub-limit determined based on the flood zone assessment for the Project site); and earth movement (sub-limit, consistent with the seismic exposure analysis for Loudoun County, Virginia).
Business Interruption. Business interruption coverage is essential for a data center campus, where the loss of rental income following a catastrophic event can be substantial. The business interruption coverage should be sized based on the projected stabilized net operating income ("NOI") of the campus. The current stabilization target for the Stonebridge Campus is 85% leased by Q2 2028. The business interruption coverage limit should be sufficient to cover the loss of rental income for a restoration period of at least twelve (12) months, with consideration given to extending the indemnity period to eighteen (18) or twenty-four (24) months for a project of this complexity. The specific coverage limit will be determined as part of the operational property insurance marketing process based on the projected lease-up economics and stabilized NOI.
B. Equipment Breakdown / Boiler & Machinery
Equipment breakdown coverage — formerly known as boiler and machinery insurance — is critically important for data center operations. Data centers are highly dependent on the reliable operation of complex mechanical, electrical, and electronic systems, and the failure of any major component can result in significant property damage, business interruption, and tenant claims.
The equipment breakdown coverage for the Stonebridge Campus should cover the failure of the following categories of equipment:
• Power Generation and Distribution: Diesel generators (2N redundant configuration per building), uninterruptible power supply ("UPS") systems, switchgear, transformers, automatic transfer switches, and power distribution units;
• Cooling and HVAC: Computer room air conditioning ("CRAC") units, computer room air handling ("CRAH") units, chillers, cooling towers, and associated pumps and controls;
• Fire Suppression: Clean agent fire suppression systems, pre-action sprinkler systems, and associated detection and control equipment; and
• Data Processing and Electronic Equipment: Servers, networking equipment, storage devices, and associated cabling and infrastructure, to the extent owned by the campus owner rather than tenants.
Equipment breakdown coverage may be included as an endorsement to the operational property insurance policy or may be procured as a standalone policy. In either case, the coverage should include both direct physical damage to the equipment and business interruption / loss of income resulting from equipment failure. Sub-limits for data processing equipment and electronic data media should be set at levels commensurate with the 96 MW critical IT load capacity of the campus, taking into account the potential for multiple simultaneous equipment failures in the event of a power surge, voltage irregularity, or cascading system failure.
C. General Liability (Operational)
Following the completion of construction and the transition to the operational phase, Stonebridge Campus Holdings LLC and IHDC will require commercial general liability ("CGL") coverage for premises liability arising from the ownership and operation of the data center campus. The operational CGL policy will cover claims for bodily injury, property damage, and personal and advertising injury arising from the campus operations, including claims by tenants, visitors, contractors, and members of the public.
If an OCIP is implemented during the construction phase and includes a completed operations tail, the OCIP tail coverage will provide residual protection for construction-related claims — including claims arising from latent defects, construction negligence, and contractor operations — for the duration of the tail period (recommended minimum of five years post-Substantial Completion). The operational CGL policy will cover ongoing premises liability claims that are unrelated to the construction work, such as slip-and-fall injuries, property damage from campus maintenance activities, and other routine operational exposures.
The limits, carrier, and specific terms of the operational CGL policy will be determined through the competitive marketing process conducted by Northgate. The coverage should be coordinated with the completed operations tail (if applicable) and with any tenant lease requirements regarding landlord insurance.
D. Casualty and Other Operational Coverages
In addition to property insurance, equipment breakdown coverage, and general liability, the post-COO insurance program for the Stonebridge Campus should include the following casualty and specialty coverages:
Commercial Auto. If IHDC or Stonebridge Campus Holdings LLC maintains fleet vehicles for campus operations, maintenance, or security purposes, commercial auto liability insurance will be required covering owned, non-owned, and hired vehicles. The coverage limits should be set at levels consistent with industry standards for commercial real estate operations and should be coordinated with the umbrella / excess liability program.
Umbrella / Excess Liability. An umbrella or excess liability policy should be procured, providing additional limits above the primary CGL, auto liability, and employer's liability policies. The target limits for the umbrella policy will be determined based on several factors, including: the insurance requirements set forth in tenant leases (data center tenants frequently require landlords to maintain substantial umbrella limits, often in the range of $25,000,000 to $100,000,000); the insurance requirements of the Construction Loan Agreement (which will remain in effect during the lease-up period and potentially through loan maturity or refinancing); and prudent risk management for a campus with a replacement cost value of $600,000,000.
Cyber / Technology Errors & Omissions. Given the nature of data center operations, cyber liability and technology errors and omissions insurance is strongly recommended. Data center operators face exposure to claims from tenants related to data loss, unauthorized access to tenant systems, service interruption, and failure to maintain contracted uptime or service levels. A comprehensive cyber policy should cover first-party losses (such as business interruption resulting from a cyber event, forensic investigation costs, notification costs, and data restoration expenses) as well as third-party liability (including claims by tenants, regulatory proceedings, and defense costs). A separate analysis of the cyber / technology E&O insurance program will be prepared as the Project approaches the operational phase.
Environmental Liability. Site pollution legal liability insurance is recommended to address environmental risks associated with the Stonebridge Campus. This recommendation is informed by the environmental due diligence conducted by Pendleton Environmental Associates, Inc. (Dr. Renata Volkov), which identified a potential residual pesticide contamination issue on the northwest quadrant of the Stonebridge Parcel, an area of approximately 4.2 acres that was historically used for agricultural purposes. The Phase II Environmental Site Assessment ("ESA") for this area is currently underway, with results targeted for completion by July 1, 2025. The Phase II ESA results will inform the scope of environmental liability coverage needed, including whether coverage should address pre-existing contamination conditions, cleanup costs, third-party bodily injury and property damage claims, and regulatory defense costs. Depending on the Phase II ESA findings, the environmental liability policy may need to include coverage for voluntary or mandatory remediation activities and associated business interruption.
E. Coordination with Construction Loan Agreement
The Construction Loan Agreement imposes specific insurance requirements that continue beyond the construction phase and through the term of the loan. These requirements will govern the post-COO insurance program and must be satisfied to avoid a default under the loan agreement.
Property Insurance. The Construction Loan Agreement requires the Borrower (Stonebridge Campus Holdings LLC) to maintain property insurance at the full replacement cost of the improvements at all times following construction completion. The $600,000,000 target replacement cost coverage described in Section VI.A above is intended to satisfy this requirement, subject to periodic valuation updates.
Loss Payee / Mortgagee. Summit National Bank, N.A., as Administrative Agent, and the syndicate lenders must be named as loss payees and mortgagees under all property insurance policies. The loss payee and mortgagee endorsements must include a standard mortgagee clause providing that the carrier's obligations to the mortgagee are independent of and not subject to the acts or neglect of the insured or the property owner.
Insurance Proceeds. Under the Construction Loan Agreement, insurance proceeds received in respect of a casualty loss above a threshold amount (to be determined based on the final terms of the Construction Loan Agreement) may be subject to lender control. Specifically, insurance proceeds above the threshold may be required to be deposited into an escrow account controlled by the Administrative Agent and applied to the restoration of the damaged improvements or, if restoration is not feasible or is not elected by the Borrower, to the repayment of the outstanding loan balance. The specific threshold and the conditions governing the application of insurance proceeds should be carefully reviewed in the final Construction Loan Agreement.
Policy Terms. All property and casualty insurance policies maintained under the post-COO program must comply with standard commercial mortgage loan insurance requirements, including: (i) a minimum of thirty (30) days' prior written notice to the Administrative Agent and lenders before any cancellation, non-renewal, or material modification of coverage; (ii) a provision that the insurance carrier will not cancel or non-renew the policy without providing the required notice, even if the insured requests cancellation; and (iii) a provision that the carrier will notify the Administrative Agent of any material claims or losses.
VII. Summary of Insurance Coverage Matrix
The following table presents a consolidated summary of the principal insurance coverages for the Stonebridge Data Center Campus, including both construction-phase and operational-phase coverages:
VIII. Insurance Broker Coordination and Next Steps
Northgate Insurance Brokerage, LLC (William Keane, Account Executive) is the lead broker for all insurance placements on the Stonebridge Data Center Campus. Northgate is responsible for coordinating the placement, administration, and ongoing management of the construction-phase and operational-phase insurance programs, subject to the direction of IHDC

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