CONFIDENTIAL — ATTORNEY WORK PRODUCT — PRIVILEGED AND CONFIDENTIAL
MEMORANDUM
TO: Douglas Fairchild, Responsible Partner, Real Estate Practice Group, Calderwood & Harkness LLP Cynthia Ho, Lead Associate, Real Estate Practice Group, Calderwood & Harkness LLP
FROM: Grace Nakamura, Working Associate, Real Estate Practice Group, Calderwood & Harkness LLP
DATE: June \\\_, 2025 (Draft placeholder — to be finalized upon receipt of completed ALTA survey; Lumen Ridge Engineering, PLLC completion target: June 15, 2025)
RE: ALTA/NSPS Land Title Survey Review — Meridian Parcel (19.4 Acres), Loudoun County Tax Map Ref. /95-4A-2///, Ashburn, Virginia 20148
MATTER NO.: 1043-00002
CLIENT: Ironhaven Data Centers LLC
STATUS: DRAFT — Pending Final Survey Delivery
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I. EXECUTIVE SUMMARY
This memorandum summarizes my review of the ALTA/NSPS Land Title Survey (the "Survey") being prepared for the Meridian Parcel (the "Meridian Parcel" or the "Property"), a 19.4-acre tract of land located in unincorporated Loudoun County, Virginia, designated as Tax Map Reference /95-4A-2///, and situated adjacent to and east of the Stonebridge Parcel (62.0 acres, Tax Map Reference /95-4A-1///), in the Ashburn, Virginia 20148 postal area. The purpose of this memorandum is to provide a framework for reviewing the completed Survey upon delivery, to identify key focus areas for the survey review in connection with the planned Stonebridge Data Center Campus development (the "Stonebridge Campus" or the "Campus"), and to flag open items and potential issues requiring further attention prior to the expiration of the applicable due diligence periods.
The Survey is being prepared by Lumen Ridge Engineering, PLLC ("Lumen Ridge"), under the supervision of project principal Carlos Esteban, PE. Lumen Ridge was engaged jointly by our client, Ironhaven Data Centers LLC ("IHDC" or the "Client"), and coordinated through Kestrel Infrastructure Advisors, LLC ("Kestrel"), acting as owner's representative for the Campus development. The targeted completion date for the Survey is June 15, 2025.
The Survey has been ordered in connection with the proposed acquisition of the Meridian Parcel by IHDC from Meridian Acres LLC ("Meridian" or the "Seller"), a Virginia limited liability company managed by Theodore Ashford, pursuant to that certain Purchase and Sale Agreement dated April 22, 2025 (the "Meridian PSA"), at a purchase price of Nineteen Million Four Hundred Thousand Dollars ($19,400,000), or approximately One Million Dollars ($1,000,000) per acre. The transaction is subject to a seventy-five (75) day due diligence period that commenced on the date of the Meridian PSA and expires on July 7, 2025. An earnest money deposit of Nine Hundred Seventy Thousand Dollars ($970,000), representing five percent (5%) of the purchase price, was deposited at execution with Fidelitas Title & Escrow, Inc. ("Fidelitas"), acting as escrow agent.
The Survey is required to satisfy the following principal requirements:
(a) The due diligence provisions of the Meridian PSA, which require delivery and review of an ALTA/NSPS survey as a condition to IHDC's satisfactory completion of due diligence;
(b) The survey requirements of the title commitment issued by Fidelitas Title & Escrow, Inc. (underwritten by Sovereign Title Insurance Company), with an effective date of April 10, 2025 (the "Title Commitment"), which requires delivery of a current ALTA/NSPS survey meeting the 2021 Minimum Standard Detail Requirements as a condition to issuance of the owner's title insurance policy in the amount of $19,400,000 and the lender's title insurance policy in the amount of $390,000,000; and
(c) The survey requirements of Summit National Bank, N.A. ("Summit"), acting as Administrative Agent for the anticipated $390,000,000 senior secured construction facility (the "Construction Loan") to be provided by a lending syndicate including Summit, Cascade Commercial Lending Corp. ("Cascade"), and Harborview Trust Company ("Harborview"), as a condition precedent to closing the Construction Loan.
The Survey review is focused on several key areas of critical importance to the Campus development, including: (i) the location and dimensions of existing and proposed easements, with particular attention to the area designated for the dedicated 230kV/34.5kV electrical substation to be constructed for and ultimately owned and operated by Vantage Power Cooperative ("VPC"); (ii) utility routing corridors for high-voltage transmission, medium-voltage distribution, water, sewer, and telecommunications/fiber infrastructure; (iii) access points and internal circulation; (iv) boundary confirmation and contiguity with the Stonebridge Parcel; and (v) identification of any encroachments, boundary discrepancies, or encumbrances that may affect the planned development of the Campus.
The Meridian Parcel is an essential component of the Stonebridge Campus, which will encompass the combined 81.4 acres of the Meridian Parcel and the Stonebridge Parcel. The Campus is planned to deliver ninety-six megawatts (96 MW) of critical IT load capacity across four data center buildings (Buildings A through D, each designed for twenty-four megawatts (24 MW) of critical IT load). The Meridian Parcel specifically is needed for: (i) the VPC substation easement area; (ii) utility routing corridors connecting the substation to the Campus buildings on both parcels; (iii) additional building pads (anticipated to include Building D and potentially a portion of Building C); and (iv) associated site infrastructure including stormwater management facilities, access drives, and parking areas.
This memorandum is structured to provide a comprehensive framework for the review of the completed Survey and should be updated and supplemented upon receipt of the final Survey plat and accompanying documentation from Lumen Ridge.
II. SCOPE OF SURVEY AND APPLICABLE STANDARDS
A. Survey Standards
The Survey is being prepared in accordance with the 2021 Minimum Standard Detail Requirements for ALTA/NSPS Land Title Surveys (the "2021 Standards"), jointly established by the American Land Title Association ("ALTA") and the National Society of Professional Surveyors ("NSPS"), Inc. These standards, which became effective on February 23, 2021, replaced the prior 2016 edition and represent the current industry standard for land title surveys in the United States.
The 2021 Standards establish mandatory requirements for the performance of land title surveys, including but not limited to: positional accuracy; identification and location of recorded easements and rights-of-way furnished to the surveyor; identification of access to a public way; depiction of the relationship between the boundary and improvements; flood zone classification; and depiction of setback or building restriction lines disclosed by applicable zoning regulations. The Survey must meet or exceed the precision requirements set forth in Section 3.E of the 2021 Standards, which incorporate the accuracy standards prescribed by the most recent edition of the NSPS standards for positional accuracy.
The Survey has been ordered with a certification running to the following parties, each of whom is an intended beneficiary of the surveyor's certification:
1. Ironhaven Data Centers LLC, a Delaware limited liability company (the purchaser under the Meridian PSA);
2. Stonebridge Campus Holdings LLC, a to-be-formed Virginia limited liability company (the anticipated single-purpose borrower entity that will be wholly owned by IHDC and will hold title to the Campus following the acquisition closings, for purposes of the Construction Loan);
3. Summit National Bank, N.A., as Administrative Agent under the Construction Loan;
4. Cascade Commercial Lending Corp., as a lender under the Construction Loan;
5. Harborview Trust Company, as a lender under the Construction Loan;
6. Fidelitas Title & Escrow, Inc., as the title insurance agent and escrow agent;
7. Sovereign Title Insurance Company, as the title insurance underwriter; and
8. Calderwood & Harkness LLP, as counsel to IHDC and Stonebridge Campus Holdings LLC.
It is essential that the certification language used by the surveyor be reviewed for conformity with the requirements of Fidelitas and Sovereign Title Insurance Company, as well as the survey requirements set forth in the anticipated Construction Loan term sheet from Summit. We have previously transmitted to Carlos Esteban a form of certification language approved by Fidelitas and consistent with Summit's standard survey requirements. Upon receipt of the final Survey, the certification language should be compared against the transmitted form to confirm acceptability.
B. Table A Optional Items Requested
In addition to the mandatory requirements of the 2021 Standards, the Survey has been ordered with the following optional Table A items selected. These optional items were selected in consultation with Kestrel Infrastructure Advisors, LLC (Diane Prescott, engagement lead), and reflect the specific informational requirements for the data center campus development, the title insurance issuance, and the Construction Loan closing:
Item 1 — Monuments. Location of all monuments placed or found in the course of the survey, including a description of the type and condition of each monument (e.g., iron pin found, iron pin set, concrete monument, mag nail).
Item 2 — Address/Route Number. Street address, if any, and/or route number for the Property, including any assigned 911 address.
Item 3 — Flood Zone Classification. The applicable FEMA flood zone classification for the Property, including the panel number and effective date of the relevant Flood Insurance Rate Map (FIRM), with a notation as to whether any portion of the Property lies within a Special Flood Hazard Area.
Item 4 — Gross Land Area. The gross land area of the Property, expressed in both acres and square feet.
Item 5 — Contiguous Parcels. Identification of contiguous parcels, including whether the Property is contiguous with the Stonebridge Parcel (Tax Map Ref. /95-4A-1///).
Item 6 — Setback and Building Restriction Lines. Depiction of applicable zoning setback lines (front, side, and rear) and any building restriction lines disclosed by the applicable zoning ordinance, with measured distances from property lines to any existing improvements.
Item 7(a) — Utilities (Above Ground). Location of above-ground utility facilities, including but not limited to poles, transformers, pedestals, meters, manholes, junction boxes, and other visible utility infrastructure.
Item 7(b)(1) — Utilities (Below Ground). Location of below-ground utility facilities, to the extent that such facilities are visible at the surface, including evidence of underground lines (utility markers, valve covers, clean-outs, and similar surface indicators).
Item 8 — Wetlands (NWI). Depiction of wetland areas as identified on the National Wetlands Inventory (NWI) maps published by the U.S. Fish and Wildlife Service, plotted on the survey plat.
Item 9 — Parking Areas and Striping. Number of parking spaces and the location and dimensions of any parking areas, including striping configuration, handicap-accessible spaces, and related features.
Item 11 — Location of Utilities Per Plans. Location of underground utilities as shown on utility plans provided to the surveyor by the Client or its consultants, including plans from Loudoun Water, VPC, and other utility providers.
Item 13 — Names of Adjoining Owners. Identification of the record owners of all adjoining parcels, together with the tax map reference numbers for each adjoining parcel, per the most recent Loudoun County land records.
Item 16 — Evidence of Earth-Moving or Building Construction. Identification and depiction of any evidence of recent or ongoing earth-moving activity, grading, excavation, or building construction on the Property.
Item 17 — Proposed Easements and Rights-of-Way. Location of proposed easements and rights-of-way furnished to the surveyor, including the proposed VPC substation easement area, the proposed utility routing corridors, and the proposed cross-access easements.
Item 18 — Offsite Easements. Survey of any offsite easements or rights-of-way that benefit the Property, to the extent such easements can be located on the ground and relevant documentation has been furnished to the surveyor.
Item 19 — Above-Ground Improvements (Dimensions and Height). Location and dimensions of above-ground improvements on the Property, including building height to the extent measurable.
Item 20 — Exterior Dimensions of Buildings. Exterior dimensions of all buildings or other structures located on the Property.
The selection of these Table A items was driven by the specific requirements of the Campus development and the lender's survey requirements under the Construction Loan. Notably, Items 6, 7(a), 7(b)(1), 11, 16, and 17 are of particular importance to the assessment of site conditions and utility infrastructure for the planned data center buildings and the VPC substation.
C. Survey Date and Fieldwork
The date of fieldwork for the Survey is to be inserted upon receipt of the completed Survey from Lumen Ridge. Carlos Esteban has indicated that field crews were deployed to the site during the last week of May 2025, with follow-up fieldwork anticipated in the first week of June 2025 to verify utility locations and to set boundary monuments as needed. The Survey completion target remains June 15, 2025.
Upon delivery, the Survey plat and the accompanying metes and bounds legal description will be reviewed against the legal description set forth in the Title Commitment and the deed of record for the Property. Any discrepancies between the surveyed legal description and the description in the Title Commitment or the deed of record will be identified and addressed as part of the title objection process.
III. PROPERTY DESCRIPTION AND BOUNDARIES
A. Legal Description
The Meridian Parcel comprises approximately 19.4 acres of land, more or less, as described in the deed vesting title in Meridian Acres LLC, recorded in the Loudoun County Clerk's Office. The Property is designated on the Loudoun County Tax Map as Parcel Reference /95-4A-2///. The Property is located in unincorporated Loudoun County, Virginia, within the Ashburn, Virginia 20148 postal area.
The Property is situated adjacent to and east of the Stonebridge Parcel (Tax Map Reference /95-4A-1///), which consists of approximately 62.0 acres of land owned by Blackthorn Realty Group, Inc. ("Blackthorn"), and which is under contract to IHDC pursuant to that certain Purchase and Sale Agreement dated April 15, 2025 (the "Stonebridge PSA"), at a purchase price of Fifty-Eight Million Five Hundred Thousand Dollars ($58,500,000). Together, the Meridian Parcel and the Stonebridge Parcel will form the combined 81.4-acre Stonebridge Data Center Campus.
Upon receipt of the completed Survey, the metes and bounds legal description prepared by Lumen Ridge as part of the Survey will be compared in detail against: (i) the legal description contained in the deed of record by which Meridian Acres LLC acquired the Property; (ii) the legal description set forth in Schedule A of the Title Commitment issued by Fidelitas; and (iii) the legal description recited in the Meridian PSA, to the extent such description differs from the recorded deed. Any discrepancies — including variations in bearings, distances, monumentation references, or total acreage — will be noted and addressed.
It is anticipated that the Survey legal description will be the controlling legal description for purposes of the deed of conveyance to IHDC (or to Stonebridge Campus Holdings LLC, as directed by IHDC), the title insurance policies, and the Construction Loan documents. Accordingly, any discrepancies must be resolved prior to closing.
B. Boundary Confirmation
A primary objective of the Survey is to confirm that the surveyed acreage of the Meridian Parcel matches the 19.4 acres stated in the Meridian PSA and the Title Commitment. The Meridian PSA provides that the purchase price is based on a per-acre valuation of $1,000,000 per acre and contemplates a potential price adjustment mechanism in the event the surveyed acreage deviates from the stated 19.4 acres by more than a specified threshold. Accordingly, precise acreage confirmation is critical to the final determination of the purchase price.
The Survey should identify all boundary monuments found, set, or to be set. In accordance with Table A Item 1, the surveyor is required to locate and describe all monuments, including a notation as to whether each monument was "found" (i.e., existing in place from a prior survey) or "set" (i.e., placed by the surveyor as part of the current survey). Any discrepancies between the monumented boundary and the record boundary should be noted and explained.
Of particular importance is the confirmation of the shared boundary line between the Meridian Parcel and the Stonebridge Parcel along the eastern edge of the Property. The two parcels must be confirmed as contiguous along this shared boundary, with no gaps, overlaps, or gores between them. This contiguity is essential to the Campus development, which treats the two parcels as a single integrated site for purposes of building placement, utility routing, access, and stormwater management. The Survey for the Meridian Parcel should be prepared to be read together with the companion ALTA/NSPS survey for the Stonebridge Parcel (also being prepared by Lumen Ridge), and the shared boundary line should be depicted consistently on both plats.
The combined campus acreage, based on the stated acreages in the respective purchase and sale agreements, is expected to be 81.4 acres (19.4 acres + 62.0 acres). This combined acreage will be confirmed upon receipt and review of both completed surveys.
C. Adjoining Properties
Pursuant to Table A Item 13, the Survey will identify all adjoining property owners by record owner name and Loudoun County tax map reference number. This information is relevant for several purposes, including: (i) identification of any encroachments or boundary disputes with adjoining landowners; (ii) assessment of compatibility of the proposed Campus use with adjoining land uses; and (iii) identification of any adjoining parcels that may be the subject of existing easements benefiting or burdening the Property.
The Stonebridge Parcel, owned by Blackthorn Realty Group, Inc. (Tax Map Ref. /95-4A-1///), lies to the west of the Meridian Parcel and is the primary adjoining parcel for Campus development purposes. The remaining adjoining parcels — including parcels to the north, south, and east of the Meridian Parcel — will be identified by tax map reference and record owner name upon receipt of the completed Survey.
We anticipate that the Survey will identify the following general categories of adjoining land uses: (i) the Stonebridge Parcel to the west (currently undeveloped, under contract to IHDC); (ii) parcels to the north and east that are anticipated to include a mix of commercial, light industrial, and undeveloped agricultural land; and (iii) parcels to the south, which may include residential development or transitional land uses. The identification of adjoining owners and uses will inform the zoning and land use analysis being conducted by Cornerstone Land Use Consulting, LLC (Alan Mercer) in connection with the ZMOD application.
IV. EASEMENTS, RIGHTS-OF-WAY, AND ENCUMBRANCES
A. Existing Recorded Easements Identified on Survey
Upon delivery of the completed Survey, a detailed cross-reference will be performed between each easement shown on the Survey plat and the Schedule B-II exceptions listed in the Title Commitment issued by Fidelitas Title & Escrow, Inc. (effective date: April 10, 2025; owner's policy amount: $19,400,000). The Title Commitment identifies a number of recorded instruments that constitute exceptions to coverage under the proposed owner's and lender's title insurance policies, including recorded easements, restrictive covenants, and other encumbrances. The Survey is expected to depict the physical location and extent of each such recorded easement on the ground, to the extent the surveyor has been provided with copies of the recorded instruments and the instruments contain sufficient information to locate the easements.
For each easement depicted on the Survey, the following information will be documented and analyzed:
(a) Recording reference. The deed book and page number (or instrument number) for each recorded easement, as referenced in both the Title Commitment and the Survey.
(b) Grantee/beneficiary. The identity of the party or parties holding the benefit of the easement (e.g., a utility company, an adjoining landowner, a governmental entity).
(c) Purpose. The stated purpose of the easement (e.g., electric utility, water/sewer, ingress/egress, drainage, telecommunications).
(d) Width and dimensions. The width of the easement corridor and any dimensional limitations or specifications contained in the recorded instrument.
(e) Plotted location. The location of the easement as depicted on the Survey plat, including its relationship to property boundaries, existing improvements, and proposed development areas.
The analysis will focus on identifying any existing utility easements — including electric, water, sewer, telecommunications, and gas easements — that traverse the Property, with particular attention to potential conflicts between the location of such existing easements and the planned Campus improvements on the Meridian Parcel. Existing easements that cross areas designated for building pads, the substation, utility corridors, or stormwater management facilities may need to be vacated, relocated, or subordinated prior to or concurrent with the development of the Campus.
Additionally, the Survey should identify any existing access easements that benefit or burden the Meridian Parcel. Access easements benefiting the Property are important to confirm that the Property has legally established access to a public road, which is a requirement for both the title insurance policies and the Construction Loan. Access easements burdening the Property — i.e., easements that grant third parties the right of access across the Property — will be evaluated for compatibility with the planned Campus layout and security requirements.
B. Substation Easement Area — Vantage Power Cooperative
The identification and analysis of the area designated for the dedicated 230kV/34.5kV electrical substation represents the most critical element of the Survey review for the Meridian Parcel. The substation is essential to the delivery of electrical power to the Campus and represents a single point of critical infrastructure for the entire 96 MW data center development.
Background. IHDC has applied to Vantage Power Cooperative ("VPC") for electric service to the Stonebridge Campus under VPC Service Application No. LSA-2025-0091. The contracted demand under the Large Load Service Agreement (the "LLSA") is 120 megavolt-amperes (120 MVA), which is sized to accommodate the 96 MW of critical IT load capacity across the four Campus buildings plus ancillary loads, cooling systems, and redundancy capacity. As part of the service arrangement, VPC will require the construction of a dedicated 230kV/34.5kV substation on a portion of the Meridian Parcel, which substation will be constructed at IHDC's expense (with a line extension contribution from IHDC of $18,500,000) and, upon completion and commissioning, will be owned and operated by VPC.
Substation Easement Agreement. The Substation Easement Agreement (currently in draft form) will grant VPC a non-exclusive easement on a designated portion of the Meridian Parcel for the construction, operation, maintenance, repair, replacement, and removal of the substation and associated equipment, including transformers, switchgear, control buildings, fencing, grounding systems, and overhead and underground electric lines within the easement area. The easement will be perpetual in duration, consistent with VPC's requirements for long-term operation of the substation as part of its transmission and distribution system.
Survey Depiction Requirements. The Survey should depict the proposed substation easement area with the following level of detail:
(i) The dimensions and total area of the proposed easement, expressed in both square feet and acres;
(ii) The precise location of the proposed easement area relative to the Property boundaries, with measured distances from each property line;
(iii) Applicable zoning setbacks from property lines, as required under the Loudoun County Zoning Ordinance (and as may be modified under the pending ZMOD application);
(iv) The relationship of the proposed substation easement area to any existing recorded easements that traverse the Property, including identification of any overlaps or conflicts;
(v) The relationship of the proposed substation easement area to planned building pads (particularly Building D, which is anticipated to be located on the Meridian Parcel), utility routing corridors, access drives, and stormwater management facilities;
(vi) Coordinates (Virginia State Plane, NAD83) for the corners of the proposed easement area, to the extent provided by the civil engineer or VPC; and
(vii) Any access routes from the public road network to the proposed substation area, including identification of construction access and permanent O&M access for VPC.
Potential Conflicts. The Survey review must confirm that the proposed substation location does not conflict with: (a) any existing recorded easements depicted on the Survey or listed in the Title Commitment; (b) applicable setback requirements under the PD-IP zoning classification (or as modified under the ZMOD application); (c) planned utility routing corridors for the 34.5kV distribution lines from the substation to the Campus buildings; (d) the proposed building pad locations for Buildings C and D on the Meridian Parcel; and (e) any wetlands, flood zones, or other environmental constraints identified on the Survey or in the Phase I ESA being prepared by Pendleton Environmental Associates, Inc.
The proposed substation easement area dimensions and coordinates must be coordinated among VPC, Lumen Ridge (as civil engineer and surveyor), and Calderwood & Harkness LLP (as drafter of the Substation Easement Agreement), to ensure that the legal description in the easement instrument matches the Survey depiction precisely.
C. Utility Routing Corridors
In addition to the substation easement, the Survey must identify and depict both existing and proposed utility routing corridors traversing the Meridian Parcel. These corridors are essential to the delivery of power, water, sewer, and telecommunications services to the Campus buildings and represent a significant component of the overall site infrastructure.
The principal utility routing corridors to be analyzed include:
(i) High-Voltage Electric Transmission (230kV). The Survey should depict the route of the proposed 230kV transmission line from the VPC grid to the dedicated substation on the Meridian Parcel. This line will connect to an existing VPC transmission corridor and may require an offsite easement or right-of-way on adjoining property. Table A Item 18 (offsite easements) has been requested to capture any such offsite utility easements benefiting the Property, to the extent they can be located.
(ii) Medium-Voltage Distribution (34.5kV). Following step-down at the substation, 34.5kV distribution lines will be routed from the substation to each of the four Campus buildings (Buildings A through D). The routing of these lines will cross both the Meridian Parcel and the Stonebridge Parcel, requiring the Cross-Access and Utility Easement Agreement between the two parcels. The Survey should depict the proposed 34.5kV distribution corridors on the Meridian Parcel, including corridor widths and alignments.
(iii) Water and Sewer. Water service to the Campus is anticipated to be provided by Loudoun Water, and sewer service by Loudoun Water's sanitary sewer system. The Survey should identify existing water and sewer mains, connection points, and any recorded utility easements for water and sewer infrastructure on the Meridian Parcel. Proposed water and sewer routing corridors should be depicted to the extent plans have been furnished to the surveyor.
(iv) Telecommunications and Fiber. The Campus will require diverse fiber connectivity, with multiple fiber entrance points to provide redundant telecommunications access. The Survey should identify any existing telecommunications easements or conduit on the Property, as well as proposed fiber routing corridors.
It is imperative that the planned utility corridors do not encroach on areas designated for building pads or stormwater management facilities. Conflicts between utility corridors and building pads can result in costly redesign or relocation of either the utility infrastructure or the building pads, potentially affecting the master project schedule and the guaranteed maximum price under the EPC Agreement with Titan-McAllister Construction Group, LLC.
The utility routing corridors on the Meridian Parcel must also be coordinated with the reciprocal infrastructure easements contemplated by the Cross-Access and Utility Easement Agreement (currently in draft) between the owner of the Stonebridge Parcel and the owner of the Meridian Parcel. That agreement will establish the legal framework for the installation, maintenance, and operation of shared utility infrastructure crossing the boundary between the two parcels, and the easement legal descriptions in that agreement must be consistent with the Survey depictions.
D. Potential Conflicts and Overlap
A critical component of the Survey review is the identification of any areas where existing recorded easements overlap with, or are in close proximity to, proposed improvements on the Meridian Parcel. Such conflicts can create legal impediments to construction, trigger consent requirements under existing easement instruments, or necessitate easement vacation, relocation, or subordination prior to closing or commencement of construction.
Specific areas of concern include:
(a) Overlap between existing utility easements and the proposed substation easement area;
(b) Existing easements that traverse the proposed building pad locations for Buildings C and D;
(c) Existing access easements or rights-of-way that conflict with planned internal access drives or security perimeter fencing;
(d) Drainage or stormwater easements that may restrict grading or stormwater management facility construction; and
(e) Any blanket or unlocated easements that, by their terms, could be asserted over any portion of the Property and that may affect the planned development.
For each identified conflict, this memorandum will recommend one or more of the following curative actions: (i) vacation or release of the conflicting easement; (ii) relocation of the easement to a non-conflicting area; (iii) subordination of the easement to the interests of IHDC and the Construction Loan lenders; or (iv) modification of the planned improvements to avoid the easement area. The appropriate curative action will depend on the nature and holder of the easement, the feasibility of relocation, and the impact on the project schedule and budget.
All easement-related findings from the Survey will be coordinated with the title objection letter to be delivered to Dunleavy & Marsh, PLLC (Fiona Dunleavy, lead attorney), counsel to the Seller, Meridian Acres LLC. Title objections related to easement matters must be raised within the due diligence period expiring July 7, 2025, and must be supported by specific references to the Survey and the Title Commitment.
V. ZONING AND SETBACK ANALYSIS
A. Current Zoning Classification
The Meridian Parcel is currently zoned PD-IP (Planned Development – Industrial Park) under the Loudoun County Zoning Ordinance. The PD-IP zoning classification permits a range of industrial and commercial uses, but data center use is not a by-right use under this classification and requires approval of a Zoning Modification Application ("ZMOD") by the Loudoun County Board of Supervisors.
IHDC, through its land use counsel Ashcroft & Wynn, P.C. (Thomas Ashcroft, lead attorney) and its land use consultant Cornerstone Land Use Consulting, LLC (Alan Mercer), is preparing a ZMOD application for the Meridian Parcel (and concurrently for the Stonebridge Parcel) to authorize data center use on the combined Campus. The ZMOD application is expected to be docketed as ZMOD-2025-0038. The filing target for the ZMOD application is May 30, 2025, with the goal of obtaining approval at the October 2025 Board of Supervisors hearing.
The Survey should note the current zoning classification of the Property and depict the applicable setback lines and building restriction lines under the PD-IP zoning, as required by Table A Item 6. Any ZMOD-specific setback modifications that may be authorized as conditions of approval cannot be reflected on the Survey until the ZMOD is approved; however, the Survey should be prepared to be updated or supplemented following ZMOD approval to reflect any modified setback requirements.
B. Setback and Building Restriction Lines
Pursuant to Table A Item 6, the Survey is required to depict all applicable zoning setback lines, including front yard, side yard, and rear yard setbacks, as prescribed by the Loudoun County Zoning Ordinance for the PD-IP zoning classification. These setback lines establish the minimum distances within which no building or structure may be erected, and they define the buildable envelope of the Property.
The Survey review will confirm that the following planned improvements respect the applicable setback requirements:
(a) The proposed substation easement area (including the substation structure, fencing, and associated equipment);
(b) The proposed building pads for data center buildings on the Meridian Parcel (anticipated to include Building D and potentially a portion of Building C);
(c) The proposed utility routing corridors, to the extent that above-ground utility structures (e.g., switchgear, manholes, transformers) are subject to setback requirements;
(d) Proposed access drives and internal roadways; and
(e) Proposed stormwater management facilities, including detention/retention ponds and related grading.
In the event that any planned improvement encroaches into a required setback area, the issue will be flagged for resolution through one or more of the following mechanisms: (i) modification of the site plan to relocate the improvement outside the setback area; (ii) a setback modification or waiver as part of the ZMOD application or a separate variance application; or (iii) if the ZMOD application contemplates modified setbacks as a condition of approval, confirmation that the anticipated modified setbacks will be sufficient to accommodate the planned improvements.
Any existing improvements that encroach into setback areas — for example, fences, signage, or utility structures — will also be identified on the Survey and noted in this memorandum.
C. Height and Coverage Limitations
The PD-IP zoning classification under the Loudoun County Zoning Ordinance imposes certain height restrictions and maximum lot coverage limitations that are applicable to development on the Meridian Parcel. Data center buildings, due to their operational requirements, typically range in height from forty (40) to sixty (60) feet, depending on design configuration, mechanical penthouse requirements, and cooling infrastructure. The Survey should note any height restrictions applicable under PD-IP zoning, and the ZMOD application should address any need for height modifications to accommodate the planned building designs.
Maximum lot coverage limitations under PD-IP zoning specify the maximum percentage of the parcel area that may be covered by buildings, impervious surfaces, and related improvements. Given the intensive nature of data center development and the associated impervious surface area required for buildings, parking, access drives, and equipment yards, lot coverage limitations are a key zoning constraint that must be evaluated in the context of the combined 81.4-acre Campus. The Survey, by providing precise acreage and improvement location data, will serve as a critical input to the lot coverage analysis being performed by Cornerstone Land Use Consulting, LLC as part of the ZMOD application.
VI. FLOOD ZONE AND WETLANDS
A. Flood Zone Determination
Pursuant to Table A Item 3, the Survey is required to depict the applicable Federal Emergency Management Agency ("FEMA") flood zone classification for the Property. The Survey should identify the relevant FEMA Flood Insurance Rate Map (FIRM) panel number and its effective date, and should clearly indicate whether any portion of the 19.4-acre Meridian Parcel lies within a Special Flood Hazard Area (SFHA), commonly designated as Zone A, Zone AE, or a similar flood zone classification indicating areas subject to the one-percent-annual-chance (100-year) flood.
If any portion of the Property is located within a Special Flood Hazard Area, several significant implications arise:
(a) Lender Flood Insurance Requirements. Under the National Flood Insurance Act of 1968 (as amended) and the Flood Disaster Protection Act of 1973 (as amended), federally regulated lenders — including Summit National Bank, N.A., as Administrative Agent — are required to ensure that flood insurance is obtained and maintained for any improved property located in a Special Flood Hazard Area. The presence of SFHA areas on the Meridian Parcel could trigger flood insurance requirements under the Construction Loan.
(b) Development Constraints. Construction within SFHA areas is subject to the Loudoun County Floodplain Overlay District regulations, which impose specific requirements regarding base flood elevations, fill placement, and stormwater management. These requirements could affect the feasibility or cost of constructing data center buildings, the substation, or other improvements within the affected areas.
(c) Title Insurance. The title insurance underwriter, Sovereign Title Insurance Company, may impose additional requirements or exceptions related to flood zone areas.
Based on preliminary review of available FEMA mapping, it is anticipated that the majority, if not all, of the Meridian Parcel is located outside the Special Flood Hazard Area, in Zone X (areas of minimal flood hazard). However, this must be confirmed by the Survey, and any areas within or adjacent to an SFHA must be specifically identified and evaluated.
B. Wetlands. Pursuant to Table A Item 8, the Survey is required to depict wetland areas as identified on the National Wetlands Inventory (NWI) maps published by the U.S. Fish and Wildlife Service. The NWI maps provide a general indication of the presence and approximate location of wetlands, but they are not considered a definitive delineation of wetland boundaries for regulatory purposes.
The Survey should identify any NWI-mapped wetlands on or immediately adjacent to the Meridian Parcel. The presence of wetlands could affect the placement of building pads, utility corridors, stormwater management facilities, and the substation easement area, as development activities within or adjacent to wetlands may require permits under Section 404 of the Clean Water Act (administered by the U.S. Army Corps of Engineers) and Section 401 water quality certification (administered by the Virginia Department of Environmental Quality).
It is important to note that a formal wetland delineation — involving field investigation, soil borings, hydrology assessment, and vegetation analysis — is outside the scope of the ALTA survey. If the Survey or the NWI mapping indicates the presence or potential presence of wetlands on the Property, a formal wetland delineation should be commissioned. This work is being coordinated with Pendleton Environmental Associates, Inc. (Dr. Renata Volkov, principal environmental scientist), which is also preparing the Phase I Environmental Site Assessment for the Property (completion target: June 1, 2025). Any wetland findings should be cross-referenced with the Phase I ESA and integrated into the overall environmental due diligence assessment.
VII. IMPROVEMENTS AND SITE CONDITIONS
A. Existing Improvements
The Survey should identify and locate all existing improvements on the Meridian Parcel, including but not limited to: structures (buildings, sheds, outbuildings), paved surfaces (driveways, parking areas, aprons), fencing (chain link, wood, barbed wire, or other types), walls, signage, wells, septic systems, culverts, headwalls, retaining walls, and any other above-ground features.
Based on preliminary site visits and discussions with Theodore Ashford (manager of Meridian Acres LLC), it is understood that the Meridian Parcel is largely undeveloped, with limited existing improvements. However, the Survey should confirm the presence or absence of improvements and should specifically identify any evidence of prior agricultural use, including barns, silos, farm equipment shelters, irrigation infrastructure, or similar features. The dimensions and locations of any existing improvements should be depicted on the Survey plat, in accordance with Table A Items 19 and 20.
Pursuant to Table A Item 16, the Survey should also identify any evidence of recent or ongoing earth-moving or building construction activity on the Property. Such activity may indicate unauthorized development, grading, or fill placement that could affect the condition of the Property or the feasibility of the planned Campus improvements.
B. Topography and Grading
The Survey should provide general observations regarding the topography and drainage patterns of the Meridian Parcel. While a detailed topographic survey with contour lines at close intervals is typically prepared as a separate engineering deliverable (and is being prepared by Lumen Ridge as part of the civil engineering scope for the Campus), the ALTA survey plat may include general topographic information and drainage flow arrows that are useful for identifying potential grading challenges.
The topographic conditions of the Meridian Parcel are relevant to several aspects of the Campus development, including: (i) the placement and grading of building pads, which require relatively level sites with suitable subgrade conditions; (ii) the design of stormwater management facilities, which must accommodate drainage from the developed areas; (iii) the routing of underground utilities, which are affected by grade changes and depth-of-cover requirements; and (iv) the placement of the substation, which requires a level, well-drained site with adequate access.
Any topographic observations from the Survey should be cross-referenced with the geotechnical investigation being conducted by Brannigan Geotechnical Engineering, LLC (Neil Brannigan, PE, principal geotechnical engineer). The geotechnical investigation will provide subsurface data, including soil borings, bearing capacity assessments, groundwater conditions, and foundation design recommendations. The combination of Survey topographic data and geotechnical subsurface data will inform the final grading plan and foundation design for the Campus buildings on the Meridian Parcel.
C. Access Points
The Survey should identify all existing ingress and egress points from the Meridian Parcel to public roads, including the location, width, and surface type (paved or unpaved) of each access point. Legal access to a public road is a fundamental requirement for the title insurance policies, the Construction Loan, and the County's approval of development on the Property.
The Survey review will confirm that adequate vehicular access exists or can be established for both the construction phase and the operational phase of the Campus. During construction, heavy equipment, concrete trucks, steel deliveries, and other construction traffic will require access routes with sufficient width, turning radii, and structural capacity. During operations, the Campus will require access for data center personnel, visitors, emergency vehicles, and utility service vehicles, including VPC's vehicles for substation maintenance and operation.
The access analysis for the Meridian Parcel must also consider the unified campus access plan contemplated by the Cross-Access and Utility Easement Agreement between the Stonebridge Parcel and the Meridian Parcel. Under this agreement, the owners of the two parcels will grant reciprocal access easements to allow traffic to flow between the parcels over shared internal roadways, creating a single integrated campus access network. The Survey should depict the proposed cross-access easement locations and confirm their alignment with the access points on both parcels.
Additionally, if any access to the Meridian Parcel is obtained through an adjoining parcel (other than the Stonebridge Parcel), the Survey should identify the easement or right-of-way providing such access, and the relevant easement instrument should be reviewed for any restrictions on the type, volume, or timing of traffic that may affect construction or operations.
VIII. SURVEY ACCURACY AND CERTIFICATION
A. Accuracy Standards
The completed Survey must meet the positional accuracy and precision standards required by Section 3.E of the 2021 ALTA/NSPS Minimum Standard Detail Requirements. These standards require that the positional uncertainty of the boundary lines and improvements shown on the Survey not exceed specified tolerances, which vary based on the relative precision of the measurements and the conditions encountered in the field.
Specifically, the relative positional accuracy for the boundary of the Property, as computed from the field measurements, must not exceed a stated value as determined by the surveyor and disclosed on the Survey plat. For a property of this size and value, a high degree of positional accuracy is expected, and the surveyor's statement of accuracy will be reviewed to confirm compliance with the 2021 Standards.
The Survey plat must bear the professional surveyor's certification, seal, and signature of Carlos Esteban, PE, of Lumen Ridge Engineering, PLLC, certifying that the Survey was prepared in accordance with the 2021 ALTA/NSPS Standards and that the information shown on the plat is correct to the best of the surveyor's knowledge and belief.
B. Certification Parties
As noted in Section II.A above, the Survey has been ordered with a certification running to the following parties:
1. Ironhaven Data Centers LLC
2. Stonebridge Campus Holdings LLC
3. Summit National Bank, N.A., as Administrative Agent
4. Cascade Commercial Lending Corp.
5. Harborview Trust Company
6. Fidelitas Title & Escrow, Inc.
7. Sovereign Title Insurance Company
8. Calderwood & Harkness LLP
Upon receipt of the completed Survey, the certification language will be reviewed to confirm that: (i) each of the above parties is identified by its correct legal name; (ii) the certification contains the standard representations required by the 2021 Standards; (iii) the certification language is acceptable to Fidelitas and Sovereign Title Insurance Company for purposes of issuing the owner's title insurance policy (in the amount of $19,400,000) and the lender's title insurance policy (in the amount of $390,000,000); and (iv) the certification language satisfies the specific survey requirements set forth in the Construction Loan term sheet from Summit National Bank, N.A.
Any modifications to the certification language requested by the lenders, the title company, or the title underwriter should be communicated to Carlos Esteban promptly for incorporation into the final Survey plat.
IX. CROSS-REFERENCE WITH TITLE COMMITMENT
Upon receipt of the completed Survey, a detailed side-by-side comparison will be performed between the easements and encumbrances depicted on the Survey plat and the Schedule B-II exceptions listed in the Title Commitment issued by Fidelitas Title & Escrow, Inc. (effective date: April 10, 2025). This cross-reference analysis is essential to confirm that: (i) every recorded easement, right-of-way, or other encumbrance listed as a Schedule B-II exception in the Title Commitment is accurately depicted on the Survey; and (ii) every easement, encroachment, or other encumbrance depicted on the Survey is reflected in the Title Commitment.
The analysis will identify the following categories of issues:
(a) Title exceptions not depicted on the Survey. If a Schedule B-II exception describes a recorded easement or encumbrance that is not shown on the Survey, this may indicate that: (i) the easement is blanket in nature and cannot be located on the ground; (ii) the easement instrument does not contain a sufficient legal description to plot the easement; (iii) the surveyor was not provided with a copy of the recorded instrument; or (iv) the easement is erroneous, has been released, or otherwise does not affect the Property. Each such discrepancy will be investigated and resolved, either by obtaining a supplemental survey depiction, by obtaining a curative document (such as a release or modification), or by requesting that the exception be removed from the Title Commitment.
(b) Survey matters not reflected in the Title Commitment. If the Survey depicts an easement, encroachment, or other condition that is not listed as a Schedule B-II exception, this may indicate: (i) an unrecorded easement or prescriptive use; (ii) an encroachment by an adjoining property; (iii) a condition that is not typically covered by the title commitment (such as a zoning violation or a setback encroachment); or (iv) a recorded instrument that was not identified in the title search. Such matters will be evaluated to determine whether they require additional title curative action, survey clarification, or a title endorsement.
(c) Discrepancies in easement location. In some cases, the recorded instrument may describe an easement in a location that differs from the physical location of the utility or other improvement on the ground. For example, a recorded utility easement may describe a corridor along the north boundary of the Property, while the actual utility infrastructure is located several feet south of the recorded easement corridor. Such discrepancies must be identified and resolved, either through easement relocation or amendment instruments, or through a surveyor's determination of the correct location.
The results of the cross-reference analysis will be incorporated into the Title Review Memorandum for the Meridian Parcel (to be prepared separately) and will inform the title objection letter to be delivered to Dunleavy & Marsh, PLLC (Fiona Dunleavy), seller's counsel for Meridian Acres LLC.
X. COORDINATION WITH STONEBRIDGE PARCEL SURVEY
The ALTA/NSPS Land Title Survey for the Stonebridge Parcel (62.0 acres, Tax Map Reference /95-4A-1///) is also being prepared by Lumen Ridge Engineering, PLLC, under the same project principal, Carlos Esteban, PE, with the same targeted completion date of June 15, 2025. The use of a single surveyor for both parcels is intentional and is designed to ensure consistency between the two surveys in terms of control points, datum references, measurement methodology, and depiction conventions.
When the Meridian Parcel Survey and the Stonebridge Parcel Survey are read together, they must accurately depict the full 81.4-acre Stonebridge Data Center Campus as a contiguous, integrated development site. Key coordination items between the two surveys include:
(a) Shared boundary line. The boundary line between the Meridian Parcel and the Stonebridge Parcel must be depicted consistently on both surveys, with identical bearings, distances, and monument references. There must be no gaps, overlaps, or gores between the two parcels along the shared boundary.
(b) Cross-access points. The locations of proposed cross-access easements between the two parcels — as contemplated by the Cross-Access and Utility Easement Agreement — must be depicted on both surveys, with consistent dimensions and alignments.
(c) Utility corridors. The 34.5kV distribution lines and other utility corridors that cross from the Meridian Parcel (where the substation will be located) to the Stonebridge Parcel (where Buildings A and B will be located) must be depicted as continuous corridors across both surveys.
(d) Combined acreage. The combined surveyed acreage of the two parcels should equal approximately 81.4 acres, subject to rounding and surveying tolerances.
(e) Topographic continuity. Topographic and drainage patterns should be consistently depicted across the shared boundary, supporting the integrated stormwater management plan for the Campus.
The Stonebridge Parcel is being acquired from Blackthorn Realty Group, Inc. ("Blackthorn"), pursuant to the Stonebridge PSA dated April 15, 2025, at a purchase price of Fifty-Eight Million Five Hundred Thousand Dollars ($58,500,000). Blackthorn is represented by Whitfield, Poole & Stratton LLP (Harrison Poole, lead attorney). The Stonebridge PSA includes a ninety (90) day due diligence period that commenced on April 15, 2025 and expires on July 14, 2025. The title review and survey review for the Stonebridge Parcel are being conducted in parallel with the Meridian Parcel review and will be the subject of a separate memorandum.
XI. OPEN ITEMS AND RECOMMENDATIONS
A. Outstanding Items
The following items cannot be finalized until the completed Survey is delivered by Lumen Ridge Engineering, PLLC, and are flagged as placeholders for completion upon receipt:
1. Final surveyed acreage confirmation. Expected: 19.4 acres. To be verified against the Meridian PSA and the Title Commitment.
2. Final metes and bounds legal description. To be compared against the deed of record and the Title Commitment legal description.
3. Plotted substation easement area. Dimensions, coordinates (Virginia State Plane, NAD83), and relationship to property boundaries and existing easements — to be coordinated with VPC and the civil engineer.
4. Utility corridor widths and alignments. Including 230kV transmission, 34.5kV distribution, water, sewer, and telecommunications corridors — to be coordinated with Lumen Ridge's civil engineering drawings and utility provider plans.