1043-00002 · Ironhaven Data Centers LLC · Land Acquisition/Stonebridge

survey-review-memo-stonebridge.docx DOCUMENT Real Estate

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MEMORANDUM

PRIVILEGED & CONFIDENTIAL ATTORNEY WORK PRODUCT

TO: Douglas Fairchild, Esq. (Partner, Calderwood & Harkness LLP) Cynthia Ho, Esq. (Lead Associate, Calderwood & Harkness LLP)

FROM: Grace Nakamura, Esq. (Associate, Calderwood & Harkness LLP)

DATE: Draft — for completion upon receipt of final survey; target June 15, 2025

RE: ALTA/NSPS Land Title Survey Review — Stonebridge Parcel (62.0 Acres), Loudoun County, Virginia

MATTER NO.: 1043-00002

CLIENT: Ironhaven Data Centers LLC

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I. EXECUTIVE SUMMARY

This memorandum summarizes my review of the draft ALTA/NSPS Land Title Survey (the "Survey") for the approximately 62.0-acre parcel of land located at the northeast corner of the intersection of Belmont Ridge Road and Stonebridge Boulevard, in unincorporated Loudoun County, Virginia (the "Stonebridge Parcel" or the "Property"), identified by Loudoun County Tax Map Reference /95-4A-1///. The Survey has been prepared by Lumen Ridge Engineering, PLLC ("Lumen Ridge"), under the direction of project principal Carlos Esteban, PE. The target date for completion and delivery of the final certified Survey is June 15, 2025.

The Survey has been commissioned in connection with the acquisition of the Stonebridge Parcel by our client, Ironhaven Data Centers LLC ("IHDC"), from Blackthorn Realty Group, Inc. ("Blackthorn" or "Seller"), pursuant to that certain Purchase and Sale Agreement dated April 15, 2025 (the "PSA"), at a purchase price of Fifty-Eight Million Five Hundred Thousand Dollars ($58,500,000). The acquisition represents the anchor land purchase for IHDC's planned Stonebridge Data Center Campus, a four-building, 96 MW critical IT load data center development.

In addition to supporting IHDC's acquisition diligence, the Survey is required by the following parties in connection with the transactions described below:

(i) Fidelitas Title & Escrow, Inc. ("Fidelitas"), as issuing agent, and Sovereign Title Insurance Company ("Sovereign Title"), as underwriter, in connection with the issuance of an owner's title insurance policy in the amount of $58,500,000 and a lender's title insurance policy in the amount of $390,000,000;

(ii) Summit National Bank, N.A. ("Summit"), as Administrative Agent under the senior secured construction loan facility in the aggregate principal amount of $390,000,000 (the "Construction Loan"), together with co-lenders Cascade Commercial Lending Corp. and Harborview Trust Company; and

(iii) The Loudoun County Department of Planning and Zoning, in connection with the Zoning Ordinance Modification application (expected docket ZMOD-2025-0038) (the "ZMOD Application") to be filed to authorize data center use on the Stonebridge Parcel under the PD-IP (Planned Development – Industrial Park) zoning district.

This memorandum is provided in draft form. Bracketed sections throughout the memorandum indicate items that will be completed or confirmed upon receipt of the final certified Survey from Lumen Ridge. All findings, conclusions, and recommendations set forth herein are preliminary and subject to revision.

Based on my review of the draft Survey materials received to date, the key findings and observations are as follows:

• Existing Easements. The Survey identifies several easements of record burdening the Property, including an overhead electric transmission line easement along the northern boundary, an underground water and sewer easement traversing the western portion of the parcel, and various access, drainage, and utility easements. The location and dimensions of these easements must be carefully coordinated with the proposed building pad locations for Buildings A through D and the central utility plant to confirm that no conflicts exist or, where conflicts are identified, to develop curative strategies.

• Encroachments. Preliminary survey data indicates the presence of certain encroachments requiring resolution, including [encroachments from adjacent properties onto the Stonebridge Parcel and encroachments of existing improvements into easement corridors]. These matters will require curative action prior to or in connection with closing, and certain of them should be addressed as part of the title objection process with Seller's counsel, Whitfield, Poole & Stratton LLP ("WPS").

• Setback Considerations. The proposed data center campus buildings must comply with applicable setback requirements under both the current PD-IP zoning classification and the anticipated post-ZMOD regime. The Survey, when overlaid with the preliminary site plan, will confirm whether all proposed building pads fall within the permitted building envelope after accounting for setbacks, easement corridors, and environmental buffers.

• Meridian Parcel Coordination. The Stonebridge Parcel shares its eastern boundary with the adjacent 19.4-acre Meridian Parcel (Tax Map Ref. /95-4A-2///), which IHDC is under contract to acquire from Meridian Acres LLC pursuant to a separate PSA dated April 22, 2025. Critical coordination is required between the two surveys to ensure alignment of the common boundary, cross-access and utility easement planning, and siting of the planned 230kV/34.5kV electrical substation and associated utility routing corridors.

• Environmental Overlay. Approximately 4.2 acres in the northwest quadrant of the Property have been identified by Pendleton Environmental Associates, Inc. as an area of former agricultural use with potential residual pesticide contamination. This area requires coordination between the Survey and the Phase II Environmental Site Assessment currently underway. Any environmental buffer zones or restricted areas will affect the available building envelope.

The balance of this memorandum provides a detailed analysis of each of these topics and identifies the open items and action items requiring attention in advance of the due diligence expiration date of July 14, 2025, and the targeted land closing date of September 15, 2025.

II. SCOPE OF REVIEW AND SURVEY SPECIFICATIONS

A. Survey Standards

The Survey has been prepared in accordance with the 2021 Minimum Standard Detail Requirements for ALTA/NSPS Land Title Surveys (the "2021 Standards"), as jointly established by the American Land Title Association ("ALTA") and the National Society of Professional Surveyors ("NSPS"), effective February 23, 2021. Compliance with the 2021 Standards is a condition to acceptance of the Survey by both the title insurer and the construction lender.

The Survey bears, or upon finalization will bear, the certification of a Virginia-licensed professional land surveyor employed by Lumen Ridge, directed by project principal Carlos Esteban, PE. The certification is addressed and made to the following parties (collectively, the "Certified Parties"):

1. Ironhaven Data Centers LLC, a Delaware limited liability company;

2. Stonebridge Campus Holdings LLC, a to-be-formed Virginia limited liability company (the single-purpose borrower entity to be established in connection with the Construction Loan);

3. Summit National Bank, N.A., a national banking association, as Administrative Agent;

4. Cascade Commercial Lending Corp., a Delaware corporation;

5. Harborview Trust Company, a Connecticut trust company;

6. Fidelitas Title & Escrow, Inc., a Virginia corporation;

7. Sovereign Title Insurance Company, a Pennsylvania corporation;

8. Calderwood & Harkness LLP (borrower's/buyer's counsel); and

9. Redmond & Calloway LLP (lender's counsel; contact: Victor Redmond, Esq.).

It is critical that the certification language on the final Survey names each Certified Party precisely as set forth above, including entity type and jurisdiction of organization. Upon formation of Stonebridge Campus Holdings LLC, I will provide Lumen Ridge with the exact legal name and organizational details for inclusion in the certification. Any deviation from the required certification language could delay the title insurance underwriting process or the construction loan closing.

B. Table A Optional Items Requested

In addition to the baseline requirements of the 2021 Standards, the following optional survey responsibilities have been elected from Table A and incorporated into Lumen Ridge's scope of work. Each elected item is referenced by its Table A designation:

• Item 1 — Monuments placed (or a reference to existing monuments) at all major corners of the boundary of the surveyed property.

• Item 2 — Address(es) of the surveyed property, if determinable.

• Item 3 — Flood zone designation with proper annotation, including FEMA Flood Insurance Rate Map panel number, effective date, and community number.

• Item 4 — Gross land area (total, to the nearest hundredth of an acre).

• Item 6 — Current zoning classification and setback requirements as reported by the applicable governmental authority. Note: The Property is currently classified PD-IP (Planned Development – Industrial Park) under the Loudoun County Revised 1993 Zoning Ordinance, as amended. Lumen Ridge has been instructed to depict the applicable setback lines on the Survey face.

• Item 7(a) — Exterior dimensions of all buildings at ground level.

• Item 7(b)(1) — square footage of exterior footprint of all buildings at ground level.

• Item 8 — Substantial features observed in the process of conducting the fieldwork (e.g., parking lots, drives, sidewalks, evidence of underground utilities).

• Item 9 — Striping and number of parking spaces in parking areas.

• Item 10 — Determination of the relationship of the boundaries of the surveyed property to the first (or nearest) available tideland or ownership line where the surveyed property adjoins a body of water.

• Item 11(a) — Location of all utilities (including but not limited to gas, electric, telephone, cable, water, sewer, and storm drain) observed on or serving the Property, as evidenced by above-ground features and markings obtained from a utility locate request (Virginia 811/Miss Utility).

• Item 11(b) — Location of all utilities (as described in Item 11(a)) as shown on plans obtained from utility companies.

• Item 13 — Names of adjoining owners, per current tax records.

• Item 14 — Distance to the nearest intersecting street or road right-of-way.

• Item 16 — Evidence of recent earth-moving work, building construction, or building additions observed during the fieldwork.

• Item 17 — Proposed changes in street rights-of-way (as indicated by surveyor's visual observations and available governmental records).

• Item 18 — Location of any significant observed encroachments by improvements on adjoining properties onto the surveyed property, or by improvements on the surveyed property onto adjoining properties, and evidence of prescriptive rights or claims.

• Item 19 — Location of wetlands or delineation areas, as indicated on any wetlands delineation study, survey, or similar document provided to Lumen Ridge.

I note in particular the importance of Item 11(a) for purposes of coordinating the utility infrastructure analysis required for a 96 MW data center campus, and Item 19 given the potential presence of wetlands features that may affect developable acreage. With respect to Item 19, Lumen Ridge has been provided with the preliminary wetlands screening report prepared by Pendleton Environmental Associates, Inc. and has been instructed to plot any delineated wetlands boundaries on the Survey face. The formal jurisdictional determination from the U.S. Army Corps of Engineers (Norfolk District) is still pending.

C. Title Commitment Coordination

The Survey has been reviewed in coordination with the title commitment issued by Fidelitas Title & Escrow, Inc., as issuing agent for Sovereign Title Insurance Company (the "Title Commitment"), bearing an effective date of April 3, 2025, and file reference number FT-2025-VA-14822. The Schedule B-II exceptions identified in the Title Commitment have been cross-referenced against the Survey to determine whether each exception is located and depicted on the Survey face.

This Survey review memorandum should be read in conjunction with the separate Title Review Memorandum — Stonebridge Parcel prepared by Cynthia Ho, Esq. and Grace Nakamura, Esq. and circulated in draft form on May 20, 2025. The Title Review Memorandum provides a detailed analysis of each Schedule B-II exception, including the determination of which exceptions are objectionable and should be the subject of the Title Objection Letter to Seller's counsel, Whitfield, Poole & Stratton LLP (Harrison Poole, Esq.). The present memorandum focuses on the survey-specific dimensions of those exceptions — i.e., whether they are plottable, whether they are accurately depicted, and whether they give rise to physical conflicts with the proposed development.

III. PROPERTY DESCRIPTION AND BOUNDARY

A. Legal Description

The Survey depicts the Stonebridge Parcel as comprising approximately 62.0 acres of land situated in unincorporated Loudoun County, Virginia. The Property is identified by Loudoun County Tax Map Reference /95-4A-1/// and is located at the northeast corner of the intersection of Belmont Ridge Road (Virginia Route 659) and Stonebridge Boulevard, with a mailing address in the Ashburn, Virginia 20148 postal district.

The legal description depicted on the Survey is a metes and bounds description, beginning at a point on the northerly right-of-way line of Stonebridge Boulevard at its intersection with the easterly right-of-way line of Belmont Ridge Road, and proceeding thence by various courses and distances to describe the irregular perimeter of the Property. Upon receipt of the final Survey, the metes and bounds description will be compared on a course-by-course basis against:

(i) the legal description attached as Exhibit A to the PSA;

(ii) the legal description set forth in the vesting deed recorded in the Loudoun County Clerk's Office; and

(iii) the legal description contained in Schedule A of the Title Commitment.

Any discrepancies between the survey legal description and the deed/PSA/Title Commitment legal descriptions must be identified and resolved prior to closing. Even minor discrepancies in bearings, distances, or point-of-beginning references can create title insurance and lender underwriting complications. If the Survey reveals that a different or revised legal description should be used, the revised description should be incorporated into the deed of conveyance and all closing documents, and should be reflected in a revised Title Commitment.

[Note: Comparison of the metes and bounds descriptions is pending receipt of the final certified Survey. This section will be updated to reflect the results of that comparison.]

B. Boundary Lines and Monuments

The Survey depicts the boundaries of the Stonebridge Parcel based on Lumen Ridge's field survey, including a traverse of the perimeter and identification of boundary monuments. The following observations are noted based on the draft Survey materials:

Monuments Found. Lumen Ridge has identified the following monuments at the corners of the Property:

• A concrete monument with a brass disk found at the southwest corner of the Property (intersection of Belmont Ridge Road and Stonebridge Boulevard rights-of-way);

• Iron rebar with a plastic cap (stamped with a prior surveyor's license number) found at the southeast corner of the Property;

• Iron pipe found at the northeast corner of the Property, at the common corner with the Meridian Parcel; and

• [Additional monuments to be confirmed in the final Survey.]

Monuments Set. Where existing monuments were missing, disturbed, or could not be located, Lumen Ridge has set new iron rebars with plastic caps stamped "LUMEN RIDGE ENGINEERING PLLC" at the following locations:

• [To be confirmed upon receipt of the final Survey.]

Perimeter and Configuration. The Property is configured as an irregular polygon with the following general dimensions and frontages:

• Western boundary (along Belmont Ridge Road): approximately [__] feet of frontage along the easterly right-of-way line of Belmont Ridge Road.

• Southern boundary (along Stonebridge Boulevard): approximately [__] feet of frontage along the northerly right-of-way line of Stonebridge Boulevard.

• Eastern boundary: approximately [__] feet, abutting the Meridian Parcel (Tax Map Ref. /95-4A-2///, containing 19.4 acres, owned by Meridian Acres LLC, managed by Theodore Ashford). This common boundary is a critical coordination point for the two-parcel campus assembly and is discussed further in Section XI of this memorandum.

• Northern boundary: approximately [__] feet, abutting [adjoining property owner(s) per tax records to be confirmed under Table A Item 13].

The total perimeter of the Property measures approximately [__] feet. The overall shape of the parcel is generally rectangular, with an irregular jog along the [northern/northeastern] boundary.

C. Acreage Confirmation

The Survey confirms the total area of the Stonebridge Parcel as 62.0 acres, which is consistent with the acreage stated in both the PSA and the Title Commitment. This confirmation is significant for several reasons:

• Purchase Price Calculation. The PSA purchase price of $58,500,000 equates to an effective price of approximately $943,548 per acre. The PSA [does/does not] contain a purchase price adjustment mechanism tied to any variance in surveyed acreage. [If the PSA contains a price adjustment provision, any variance — even a minor one — should be flagged for purposes of the closing statement.]

• Development Capacity. The 62.0-acre total area is a baseline assumption in the site plan and building pad layout for the four-building data center campus. Any reduction in surveyed acreage could affect the available building envelope and should be promptly communicated to the project team, including Lumen Ridge (site design), Titan-McAllister Construction Group, LLC (EPC contractor), and Ashcroft & Wynn, P.C. (zoning counsel).

• ZMOD Application. The ZMOD Application will reference the surveyed acreage. Any deviation from 62.0 acres must be reflected in the ZMOD materials filed with the County.

[Note: The final Survey acreage will be confirmed to the nearest hundredth of an acre upon receipt of the final certified Survey (Table A Item 4). Any variance from 62.0 acres, however small, will be noted in the updated memorandum.]

IV. EXISTING EASEMENTS IDENTIFIED ON SURVEY

A. Utility Easements

The Survey identifies or is expected to identify the following utility easements of record burdening the Property:

1. Overhead Electric Transmission Line Easement (Northern Boundary). An overhead electric transmission line easement runs along the northern boundary of the Property. Based on the draft Survey materials and the instruments of record referenced in the Title Commitment, this easement has the following characteristics:

• Width: Approximately [__] feet (to be confirmed on the final Survey).

• Grantee: [Northgate Partners LLC / Vantage Power Cooperative / other — to be confirmed].

• Recording Reference: [Book __, Page __, Loudoun County Clerk's Office].

• Location: The easement corridor runs in a generally east-west direction along the northern boundary of the Property, with the centerline of the easement located approximately [__] feet south of the northern property line.

• Existing Improvements: The Survey depicts [__] overhead transmission structures (poles/towers) within the easement corridor on the Property.

This easement is of particular significance because the northern portion of the Property is the planned location for Building D and associated surface parking. The building pad for Building D (approximately 120,000 square feet, 24 MW) must be sited entirely outside the easement corridor, including any building-restriction zones imposed by the easement instrument. I recommend that the exact language of the easement instrument be reviewed to determine whether the restrictions extend beyond the platted easement boundaries (e.g., height restrictions for structures within a certain distance of the transmission line).

2. Underground Water and Sewer Easement (Western Portion). An underground water and sewer easement traverses the western portion of the Property. Based on available information:

• Width: Approximately [__] feet.

• Grantee: Loudoun Water (Loudoun County Sanitation Authority).

• Recording Reference: [Book __, Page , or Instrument No. __, Loudoun County Clerk's Office].

• Location: The easement corridor runs in a generally north-south direction through the western third of the Property, approximately [__] feet east of the Belmont Ridge Road right-of-way line.

• Existing Infrastructure: The Survey depicts [a water main and/or sanitary sewer main] within this easement corridor, along with associated manholes and valve boxes.

The relationship of this easement corridor to the proposed building pad locations and the central utility plant must be carefully analyzed. Data center campus designs typically require substantial water service for cooling systems, and the existing water and sewer infrastructure within this easement may be leveraged for campus service connections. However, building structures and foundations generally cannot be placed within Loudoun Water easement corridors, and the easement instrument likely imposes restrictions on grading, excavation, and placement of permanent improvements. Any proposed modifications to the easement area — including relocation of existing mains or construction of new service connections — will require Loudoun Water's approval and may require a formal easement amendment or relocation agreement.

3. Telecommunications Conduit Easement (Belmont Ridge Road Frontage). [The Survey may identify a telecommunications conduit easement along the Belmont Ridge Road frontage.] Based on the utility locate request (Virginia 811/Miss Utility) and available utility company records:

• Width: [To be confirmed.]

• Grantee: [To be confirmed — potentially Stonefield Corporation, Ostrander Industries, or other fiber provider.]

• Recording Reference: [To be confirmed.]

• Location: [Along or adjacent to the Belmont Ridge Road right-of-way, within or near the western boundary of the Property.]

The presence of existing telecommunications conduit infrastructure along the Belmont Ridge Road frontage is relevant to the campus fiber connectivity strategy. IHDC's data center design requires diverse fiber entry points, and the existing conduit infrastructure may provide a pathway for initial service. However, if the conduit easement encroaches significantly into the Property, it may affect the placement of perimeter landscaping, security fencing, and the campus entry features.

Impact Analysis — Utility Easements and Proposed Building Pads. Upon receipt of the final Survey, the utility easement corridors will be overlaid with the proposed building pad locations for Buildings A through D (each approximately 120,000 square feet of shell area, designed for 24 MW of critical IT load per building) and the central utility plant. The purpose of this overlay analysis is to confirm that:

(a) no proposed building pad encroaches into any utility easement corridor;

(b) sufficient clearance exists between easement boundaries and proposed building footprints to accommodate construction staging, grading, and permanent site improvements; and

(c) any utility infrastructure within easement corridors that must be relocated to accommodate the campus development has been identified, and the cost and timeline for relocation have been incorporated into the project budget and schedule.

B. Access Easements

The Survey identifies or is expected to identify the following access easements:

1. Vehicular Access — Belmont Ridge Road. The Property has an existing vehicular access point on Belmont Ridge Road. [The Survey depicts a [__]-foot-wide curb cut or driveway apron at approximately [__] feet north of the intersection of Belmont Ridge Road and Stonebridge Boulevard.] This access point [is/is not] subject to a recorded access easement, and [is/is not] consistent with a VDOT commercial entrance permit.

2. Vehicular Access — Stonebridge Boulevard. The Property has an existing or planned vehicular access point on Stonebridge Boulevard. [The Survey depicts a [__]-foot-wide curb cut or driveway apron at approximately [__] feet east of the intersection of Belmont Ridge Road and Stonebridge Boulevard.] The preliminary site plan prepared by Lumen Ridge contemplates [one/two] primary campus entrance(s) from Stonebridge Boulevard, and the existing access point [does/does not] align with the proposed campus ingress/egress configuration.

3. Shared Access with Meridian Parcel. [The Survey may identify an existing shared access easement or a planned cross-access easement between the Stonebridge Parcel and the Meridian Parcel.] The planned Cross-Access and Utility Easement Agreement (to be negotiated with Meridian Acres LLC) will establish reciprocal access rights across the common boundary. The location and width of any existing access points along the eastern boundary should be noted on the final Survey.

The alignment of existing access points with the proposed campus road network is a critical coordination item. If the existing access points do not align with the campus design, IHDC may need to apply for new VDOT entrance permits, which may involve additional traffic impact analysis and agency coordination.

C. Drainage and Stormwater Easements

The Survey identifies or is expected to identify the following drainage and stormwater easements burdening the Property:

• [Drainage easement along the [__] portion of the Property, approximately [] feet in width, recorded at [Book , Page , Loudoun County Clerk's Office], benefiting [__].]

• [Natural drainage channel or swale traversing the [__] portion of the Property in a generally [__] direction.]

• [Stormwater management easement, if any, associated with existing development on adjacent parcels.]

The location of existing drainage easements and natural drainage features is significant for several reasons. First, the Loudoun County Revised 1993 Zoning Ordinance and the Loudoun County Facilities Standards Manual impose stormwater management requirements that will govern the design and construction of the campus stormwater system. Second, the planned Stormwater Management Facility Easement and Maintenance Agreement (to be recorded as a condition of site plan approval) will create additional easements on the Property, and these must be coordinated with the existing drainage infrastructure. Third, any natural drainage channels or swales depicted on the Survey may constitute jurisdictional waters or wetlands, triggering additional regulatory requirements.

D. Conservation/Open Space Easements

Based on the Title Commitment and the draft Survey materials reviewed to date, [no conservation easements, open space deed restrictions, or environmental corridor easements of record have been identified burdening the Property / the following conservation or open space easements have been identified: __].

Of particular note is the relationship between any easement or restriction affecting the northwest quadrant of the Property and the environmental concerns identified by Pendleton Environmental Associates, Inc. ("Pendleton") in its Phase I Environmental Site Assessment. Pendleton's Phase I ESA, prepared under the direction of Dr. Renata Volkov, identified approximately 4.2 acres in the northwest quadrant as an area of former agricultural use with potential residual pesticide contamination from historical orchard operations. The Phase II ESA, with a target completion date of July 1, 2025, will include soil and groundwater sampling in this area. If contamination is confirmed, the area may require institutional controls, deed restrictions, or a voluntary remediation program under the Virginia Voluntary Remediation Program (VRP), any of which could result in recorded instruments that burden the Property and further restrict the building envelope.

E. Summary Table of Easements

The following table summarizes the existing easements of record identified on the Survey. This table is preliminary and will be updated upon receipt of the final certified Survey.

This table will be finalized upon receipt of the completed Survey and cross-referenced with the Schedule B-II exceptions in the Title Commitment. A comprehensive easement table cross-referenced to the Title Commitment is attached hereto as Attachment B (placeholder — to be completed).

V. ENCROACHMENTS

A. Encroachments onto the Stonebridge Parcel

The Survey identifies, or upon finalization is expected to identify, the following encroachments by improvements on adjacent properties onto the Stonebridge Parcel:

1. Fence Line Encroachment — Southern Boundary. [A fence line from the adjacent residential parcel to the south (Tax Map Ref. [__]) appears to extend approximately [] feet onto the Stonebridge Parcel along a distance of approximately [] feet. The encroaching fence appears to be a [wood/chain-link/wire] fence associated with a residential property. The area of encroachment encompasses approximately [__] square feet.]

2. [Additional encroachments to be identified upon receipt of the final Survey.]

Encroachments by adjacent property owners onto the Stonebridge Parcel raise several concerns. First, if left unaddressed, such encroachments could ripen into claims of adverse possession or prescriptive easement under Virginia law (which requires a 15-year period of continuous, open, notorious, exclusive, and hostile possession). While data regarding the duration of the encroaching fence is not currently available, the risk should be noted. Second, the title insurer may decline to insure over the encroachment without affirmative coverage or an endorsement. Third, any encroachment in the area of the proposed campus perimeter fencing, security infrastructure, or building pads could physically interfere with construction.

The materiality of each encroachment will be assessed under Section 6.3 of the PSA, which establishes the standard for title and survey objections. Encroachments that constitute "material adverse conditions" affecting the Property must be identified in the Title Objection Letter to Seller's counsel at Whitfield, Poole & Stratton LLP (Harrison Poole, Esq.). The curative obligations of Seller under Section 6.4 of the PSA will govern the resolution process.

B. Encroachments by Stonebridge Parcel Improvements onto Adjacent Properties or Easements

The Survey identifies, or upon finalization is expected to identify, the following encroachments by existing improvements on the Stonebridge Parcel onto adjacent properties or into easement corridors:

1. Encroachment into Utility Easement Corridor. [An existing [outbuilding/paved area/gravel surface] associated with the former agricultural or industrial park use of the Property appears to encroach approximately [__] feet into the [water and sewer / overhead electric] easement corridor described in Section IV.A above.]

2. Encroachment onto Adjacent Property. [Existing fencing or paved improvements on the Stonebridge Parcel may extend approximately [__] feet beyond the [eastern/northern] boundary of the Property onto the adjacent [Meridian Parcel / other adjoining property].]

3. [Additional encroachments to be identified upon receipt of the final Survey.]

Encroachments by existing improvements on the Stonebridge Parcel into utility easement corridors are particularly concerning because the easement holder (e.g., Loudoun Water, the electric utility) may have the contractual right to require removal of the encroaching improvements at the property owner's expense. Additionally, such encroachments could complicate the site development process if the utility provider asserts its rights under the easement instrument during the construction period. The EPC contract with Titan-McAllister Construction Group, LLC (the "EPC Contract," with a guaranteed maximum price of $412,000,000) includes site civil work, and the scope and cost of demolition and removal of encroaching improvements should be confirmed within the GMP.

C. Encroachments of Improvements into Setback Areas

The Survey, when overlaid with the applicable zoning setback lines, will reveal whether any existing structures or improvements on the Property encroach into the required setback areas under the current PD-IP zoning classification. This analysis has two temporal dimensions:

Current Zoning Regime. Under the current PD-IP zoning district, the applicable setback requirements are [front yard: _ feet; side yard: feet; rear yard: __ feet — to be confirmed with Ashcroft & Wynn, P.C.]. Any existing structures that violate these setbacks are nonconforming and could present complications for the ZMOD Application.

Post-ZMOD Regime. Upon approval of the ZMOD Application (expected docket ZMOD-2025-0038), the setback requirements applicable to data center use may differ from the current PD-IP standards. The ZMOD Application is being prepared by Ashcroft & Wynn, P.C. (Thomas Ashcroft, Esq.) with land use consulting support from Cornerstone Land Use Consulting, LLC (Alan Mercer). The application is targeted for filing on or about May 30, 2025, with anticipated Board of Supervisors approval in October 2025. Until the ZMOD is approved, the current PD-IP setbacks govern.

Any existing improvements that encroach into setback areas will need to be demolished or relocated as part of the site preparation and campus construction. These structures are expected to include remnant agricultural outbuildings and ancillary structures associated with the Property's former use. The demolition scope and timeline should be coordinated with Titan-McAllister's construction schedule and confirmed within the EPC Contract scope of work.

D. Recommended Curative Actions

Based on the encroachments identified to date (subject to revision upon receipt of the final Survey), the following curative actions are recommended:

Each curative action will be included in the Title Objection Letter to Whitfield, Poole & Stratton LLP and discussed with Seller's general counsel, Patricia Whitaker-Connolly. The resolution of encroachment issues must be completed, or binding agreements for resolution must be in place, prior to the due diligence expiration date of July 14, 2025, unless the parties agree to extend the curative period through the closing date.

VI. SETBACK ANALYSIS AND BUILDING ENVELOPE

A. Applicable Zoning Setbacks

The Stonebridge Parcel is currently zoned PD-IP (Planned Development – Industrial Park) under the Loudoun County Revised 1993 Zoning Ordinance, as amended. The applicable dimensional standards for the PD-IP zoning district, as set forth in Article 4 of the Zoning Ordinance, include the following minimum setback requirements:

• Front Yard Setback: [__] feet from the right-of-way line of a public street. Note: The Property has frontage on two public streets (Belmont Ridge Road and Stonebridge Boulevard), and each frontage may be treated as a "front yard" for setback purposes, depending on the orientation of the proposed buildings. This determination should be confirmed with Thomas Ashcroft at Ashcroft & Wynn, P.C.

• Side Yard Setback: [__] feet from each side property line.

• Rear Yard Setback: [__] feet from the rear property line.

• Building Height: Maximum [__] feet.

Under the anticipated ZMOD for data center use, the setback requirements may be modified to accommodate the specific building forms and operational requirements of data center facilities. Loudoun County has approved ZMOD applications for data center use in other PD-IP and PD-OP districts with modified setback and buffer standards, and the Stonebridge ZMOD Application (ZMOD-2025-0038) is expected to request similar modifications. Until the ZMOD is approved by the Board of Supervisors (anticipated October 2025), the current PD-IP setbacks will govern site plan review.

It is important to note that the ZMOD process may impose additional buffer and screening requirements — including perimeter landscaping, noise attenuation berms or walls, and visual screening — that effectively reduce the usable building envelope beyond the minimum setback lines. These proffer commitments (estimated at approximately $2,400,000, or approximately $5.00 per square foot of gross floor area) will include visual screening, landscaping buffers along public road frontages, and noise mitigation measures for generator testing and mechanical equipment operations. The physical footprint of these buffer and screening improvements will further constrain the available development area.

B. Building Envelope Mapping

Upon receipt of the final Survey, the setback lines, easement corridors, environmental buffer zones, and other development constraints will be plotted to define the permissible building envelope for the Stonebridge Parcel. The proposed campus layout, as depicted on the preliminary site plan prepared by Lumen Ridge, contemplates the following principal structures:

• Building A: Approximately 120,000 square feet (shell), 24 MW critical IT load. Proposed location: [southwestern/south-central] portion of the Property.

• Building B: Approximately 120,000 square feet (shell), 24 MW critical IT load. Proposed location: [southeastern/south-central] portion of the Property.

• Building C: Approximately 120,000 square feet (shell), 24 MW critical IT load. Proposed location: [north-central] portion of the Property.

• Building D: Approximately 120,000 square feet (shell), 24 MW critical IT load. Proposed location: [northern] portion of the Property.

• Central Utility Plant (CUP): Location TBD — currently contemplated for the [central/western] portion of the Property, adjacent to the existing water and sewer easement corridor to facilitate cooling water service connections.

• Structured Parking: One or more structured parking facilities, locations TBD.

• Campus Road Network: Internal roadways providing access to each building and the CUP.

The total gross floor area of the four data center buildings is approximately 480,000 square feet, supporting a combined critical IT load capacity of 96 MW. The overlay analysis will confirm whether the 62.0-acre Stonebridge Parcel provides sufficient buildable area for this program after accounting for all applicable setbacks, easement corridors, buffer zones, stormwater management facilities, and other constraints.

Critically, the building envelope analysis must also account for the coordination with the adjacent Meridian Parcel (19.4 acres), which is intended to accommodate additional building pads (if warranted by future demand), utility routing corridors connecting the planned 230kV/34.5kV substation to the campus buildings on the Stonebridge Parcel, and the dedicated substation easement to be granted to Vantage Power Cooperative. The substation site on the Meridian Parcel will require substantial setback clearances of its own, and the utility routing corridors crossing the common boundary will affect the building envelope on the eastern portion of the Stonebridge Parcel.

An annotated survey overlay showing the proposed building pads, central utility plant, and substation location relative to all identified constraints is being prepared and will be attached to this memorandum as Attachment C upon completion.

C. Setback Conflicts

Based on the preliminary site plan review, the following potential setback conflicts have been identified and will require further analysis upon receipt of the final Survey:

1. Building D — Northern Boundary. The proposed location of Building D in the northern portion of the Property may conflict with the overhead electric transmission line easement along the northern boundary. If the easement corridor, together with the applicable side/rear yard setback, significantly reduces the buildable area in the northern portion of the parcel, the building pad for Building D may need to be shifted southward. This could in turn affect the spacing between Buildings C and D and the layout of the campus road network.

2. Central Utility Plant — Western Portion. The proposed location of the CUP in the western portion of the Property, adjacent to the underground water and sewer easement, must respect both the front yard setback from Belmont Ridge Road and the building restriction zone associated with the water and sewer easement. Depending on the width of the easement corridor and the setback distance, the available footprint for the CUP may be constrained.

3. Proffer-Required Buffers — Road Frontages. The ZMOD proffer commitments are expected to require landscaped buffer zones along both the Belmont Ridge Road and Stonebridge Boulevard frontages. These buffers, which may extend [25–100] feet from the right-of-way line, will reduce the available building area along the western and southern edges of the Property. The dimensions of the buffer zones should be coordinated with Thomas Ashcroft and Alan Mercer as the ZMOD Application is finalized.

I recommend that upon finalization of the Survey and confirmation of all setback dimensions, a meeting be convened with the project team — including Lumen Ridge (Carlos Esteban), Ashcroft & Wynn (Thomas Ashcroft), Cornerstone Land Use Consulting (Alan Mercer), and Titan-McAllister Construction Group — to review the building envelope analysis and make any necessary adjustments to the site plan before the ZMOD Application is filed.

VII. TOPOGRAPHY, FLOOD ZONE, AND WETLANDS

A. Topographic Information

The Survey depicts topographic contour lines across the Property at [two-foot/five-foot] intervals, as required by [Table A Item __ / the lender's survey requirements]. Based on the draft Survey materials, the following general topographic characteristics of the Property are noted:

• Elevation Range: The Property ranges in elevation from approximately [__] feet above mean sea level (AMSL) at the [lowest point, near the ] to approximately [] feet AMSL at the [highest point, near the ], representing a total elevation differential of approximately [__] feet.

• General Direction of Slope: The Property generally slopes from [__] to [], with an average grade of approximately [__]%.

• Significant Grade Features: [The Survey depicts a natural drainage swale / ridge / depression in the [__] portion of the Property. Additional grading features TBD upon receipt of the final Survey.]

The topographic information on the Survey will be coordinated with the geotechnical investigation being conducted by Brannigan Geotechnical Engineering, LLC ("Brannigan Geo"), under the direction of project engineer Neil Brannigan, PE. The geotechnical investigation will provide foundation design recommendations, including bearing capacity analyses, recommendations for structural fill, and assessments of groundwater conditions. The topographic data on the Survey will inform the site grading plan to be developed by Lumen Ridge as part of the site civil engineering design.

Any significant grade differentials identified on the Survey — particularly in the areas of the proposed building pads — may affect foundation design, earthwork quantities, and construction costs. Data center buildings require highly level floor slabs to support raised access flooring and heavy equipment loads, and significant grade differentials may necessitate substantial cut-and-fill operations. The cost of such earthwork is included within Titan-McAllister's GMP of $412,000,000, but material deviations from the assumed grading conditions could trigger a change order process under the EPC Contract.

B. Flood Zone Determination

The Survey includes a flood zone determination pursuant to Table A Item 3. Based on the draft Survey materials and the applicable FEMA Flood Insurance Rate Map (FIRM):

• FIRM Panel: [Panel No. __, effective date __].

• FEMA Community Number: [Community No. __, Loudoun County, Virginia].

• Flood Zone Designation: [The Property is situated entirely within Zone X (area of minimal flood hazard), as designated by FEMA. No portion of the Property lies within a Special Flood Hazard Area (Zone A, AE, AH, AO, V, or VE).]

[Alternatively, if any portion of the Property lies within a Special Flood Hazard Area: A portion of the Property, comprising approximately [__] acres in the [] area, is situated within **Zone [A/AE]** (Special Flood Hazard Area — area inundated by the 1% annual chance flood). The base flood elevation for the affected area is [__] feet AMSL. This designation has significant implications for the project, including (i) the requirement to obtain flood insurance as a condition of the Construction Loan, (ii) potential restrictions on the placement of building structures within the SFHA, and (iii) the need for Loudoun County floodplain development permit approval.]

The flood zone determination is particularly important for the Construction Loan. Summit National Bank, N.A., as Administrative Agent, requires compliance with the National Flood Insurance Act of 1968 (as amended) and the Flood Disaster Protection Act of 1973. If any portion of the Property on which a building or other insurable improvement is located (or will be located) falls within a Special Flood Hazard Area, the borrower (Stonebridge Campus Holdings LLC) will be required to maintain flood insurance in an amount and form satisfactory to the Administrative Agent. The Zone X designation, if confirmed on the final Survey, will simplify compliance with these requirements.

MEMORANDUM
PRIVILEGED & CONFIDENTIAL ATTORNEY WORK PRODUCT
TO: Douglas Fairchild, Esq. (Partner, Calderwood & Harkness LLP) Cynthia Ho, Esq. (Lead Associate, Calderwood & Harkness LLP)
FROM: Grace Nakamura, Esq. (Associate, Calderwood & Harkness LLP)
DATE: Draft — for completion upon receipt of final survey; target June 15, 2025
RE: ALTA/NSPS Land Title Survey Review — Stonebridge Parcel (62.0 Acres), Loudoun County, Virginia
MATTER NO.: 1043-00002
CLIENT: Ironhaven Data Centers LLC
Right-click to update Table of Contents
I. EXECUTIVE SUMMARY
This memorandum summarizes my review of the draft ALTA/NSPS Land Title Survey (the "Survey") for the approximately 62.0-acre parcel of land located at the northeast corner of the intersection of Belmont Ridge Road and Stonebridge Boulevard, in unincorporated Loudoun County, Virginia (the "Stonebridge Parcel" or the "Property"), identified by Loudoun County Tax Map Reference /95-4A-1///. The Survey has been prepared by Lumen Ridge Engineering, PLLC ("Lumen Ridge"), under the direction of project principal Carlos Esteban, PE. The target date for completion and delivery of the final certified Survey is June 15, 2025.
The Survey has been commissioned in connection with the acquisition of the Stonebridge Parcel by our client, Ironhaven Data Centers LLC ("IHDC"), from Blackthorn Realty Group, Inc. ("Blackthorn" or "Seller"), pursuant to that certain Purchase and Sale Agreement dated April 15, 2025 (the "PSA"), at a purchase price of Fifty-Eight Million Five Hundred Thousand Dollars ($58,500,000). The acquisition represents the anchor land purchase for IHDC's planned Stonebridge Data Center Campus, a four-building, 96 MW critical IT load data center development.
In addition to supporting IHDC's acquisition diligence, the Survey is required by the following parties in connection with the transactions described below:
(i) Fidelitas Title & Escrow, Inc. ("Fidelitas"), as issuing agent, and Sovereign Title Insurance Company ("Sovereign Title"), as underwriter, in connection with the issuance of an owner's title insurance policy in the amount of $58,500,000 and a lender's title insurance policy in the amount of $390,000,000;
(ii) Summit National Bank, N.A. ("Summit"), as Administrative Agent under the senior secured construction loan facility in the aggregate principal amount of $390,000,000 (the "Construction Loan"), together with co-lenders Cascade Commercial Lending Corp. and Harborview Trust Company; and
(iii) The Loudoun County Department of Planning and Zoning, in connection with the Zoning Ordinance Modification application (expected docket ZMOD-2025-0038) (the "ZMOD Application") to be filed to authorize data center use on the Stonebridge Parcel under the PD-IP (Planned Development – Industrial Park) zoning district.
This memorandum is provided in draft form. Bracketed sections throughout the memorandum indicate items that will be completed or confirmed upon receipt of the final certified Survey from Lumen Ridge. All findings, conclusions, and recommendations set forth herein are preliminary and subject to revision.
Based on my review of the draft Survey materials received to date, the key findings and observations are as follows:
• Existing Easements. The Survey identifies several easements of record burdening the Property, including an overhead electric transmission line easement along the northern boundary, an underground water and sewer easement traversing the western portion of the parcel, and various access, drainage, and utility easements. The location and dimensions of these easements must be carefully coordinated with the proposed building pad locations for Buildings A through D and the central utility plant to confirm that no conflicts exist or, where conflicts are identified, to develop curative strategies.
• Encroachments. Preliminary survey data indicates the presence of certain encroachments requiring resolution, including [encroachments from adjacent properties onto the Stonebridge Parcel and encroachments of existing improvements into easement corridors]. These matters will require curative action prior to or in connection with closing, and certain of them should be addressed as part of the title objection process with Seller's counsel, Whitfield, Poole & Stratton LLP ("WPS").
• Setback Considerations. The proposed data center campus buildings must comply with applicable setback requirements under both the current PD-IP zoning classification and the anticipated post-ZMOD regime. The Survey, when overlaid with the preliminary site plan, will confirm whether all proposed building pads fall within the permitted building envelope after accounting for setbacks, easement corridors, and environmental buffers.
• Meridian Parcel Coordination. The Stonebridge Parcel shares its eastern boundary with the adjacent 19.4-acre Meridian Parcel (Tax Map Ref. /95-4A-2///), which IHDC is under contract to acquire from Meridian Acres LLC pursuant to a separate PSA dated April 22, 2025. Critical coordination is required between the two surveys to ensure alignment of the common boundary, cross-access and utility easement planning, and siting of the planned 230kV/34.5kV electrical substation and associated utility routing corridors.
• Environmental Overlay. Approximately 4.2 acres in the northwest quadrant of the Property have been identified by Pendleton Environmental Associates, Inc. as an area of former agricultural use with potential residual pesticide contamination. This area requires coordination between the Survey and the Phase II Environmental Site Assessment currently underway. Any environmental buffer zones or restricted areas will affect the available building envelope.
The balance of this memorandum provides a detailed analysis of each of these topics and identifies the open items and action items requiring attention in advance of the due diligence expiration date of July 14, 2025, and the targeted land closing date of September 15, 2025.
II. SCOPE OF REVIEW AND SURVEY SPECIFICATIONS
A. Survey Standards
The Survey has been prepared in accordance with the 2021 Minimum Standard Detail Requirements for ALTA/NSPS Land Title Surveys (the "2021 Standards"), as jointly established by the American Land Title Association ("ALTA") and the National Society of Professional Surveyors ("NSPS"), effective February 23, 2021. Compliance with the 2021 Standards is a condition to acceptance of the Survey by both the title insurer and the construction lender.
The Survey bears, or upon finalization will bear, the certification of a Virginia-licensed professional land surveyor employed by Lumen Ridge, directed by project principal Carlos Esteban, PE. The certification is addressed and made to the following parties (collectively, the "Certified Parties"):
1. Ironhaven Data Centers LLC, a Delaware limited liability company;
2. Stonebridge Campus Holdings LLC, a to-be-formed Virginia limited liability company (the single-purpose borrower entity to be established in connection with the Construction Loan);
3. Summit National Bank, N.A., a national banking association, as Administrative Agent;
4. Cascade Commercial Lending Corp., a Delaware corporation;
5. Harborview Trust Company, a Connecticut trust company;
6. Fidelitas Title & Escrow, Inc., a Virginia corporation;
7. Sovereign Title Insurance Company, a Pennsylvania corporation;
8. Calderwood & Harkness LLP (borrower's/buyer's counsel); and
9. Redmond & Calloway LLP (lender's counsel; contact: Victor Redmond, Esq.).
It is critical that the certification language on the final Survey names each Certified Party precisely as set forth above, including entity type and jurisdiction of organization. Upon formation of Stonebridge Campus Holdings LLC, I will provide Lumen Ridge with the exact legal name and organizational details for inclusion in the certification. Any deviation from the required certification language could delay the title insurance underwriting process or the construction loan closing.
B. Table A Optional Items Requested
In addition to the baseline requirements of the 2021 Standards, the following optional survey responsibilities have been elected from Table A and incorporated into Lumen Ridge's scope of work. Each elected item is referenced by its Table A designation:
• Item 1 — Monuments placed (or a reference to existing monuments) at all major corners of the boundary of the surveyed property.
• Item 2 — Address(es) of the surveyed property, if determinable.
• Item 3 — Flood zone designation with proper annotation, including FEMA Flood Insurance Rate Map panel number, effective date, and community number.
• Item 4 — Gross land area (total, to the nearest hundredth of an acre).
• Item 6 — Current zoning classification and setback requirements as reported by the applicable governmental authority. Note: The Property is currently classified PD-IP (Planned Development – Industrial Park) under the Loudoun County Revised 1993 Zoning Ordinance, as amended. Lumen Ridge has been instructed to depict the applicable setback lines on the Survey face.
• Item 7(a) — Exterior dimensions of all buildings at ground level.
• Item 7(b)(1) — square footage of exterior footprint of all buildings at ground level.
• Item 8 — Substantial features observed in the process of conducting the fieldwork (e.g., parking lots, drives, sidewalks, evidence of underground utilities).
• Item 9 — Striping and number of parking spaces in parking areas.
• Item 10 — Determination of the relationship of the boundaries of the surveyed property to the first (or nearest) available tideland or ownership line where the surveyed property adjoins a body of water.
• Item 11(a) — Location of all utilities (including but not limited to gas, electric, telephone, cable, water, sewer, and storm drain) observed on or serving the Property, as evidenced by above-ground features and markings obtained from a utility locate request (Virginia 811/Miss Utility).
• Item 11(b) — Location of all utilities (as described in Item 11(a)) as shown on plans obtained from utility companies.
• Item 13 — Names of adjoining owners, per current tax records.
• Item 14 — Distance to the nearest intersecting street or road right-of-way.
• Item 16 — Evidence of recent earth-moving work, building construction, or building additions observed during the fieldwork.
• Item 17 — Proposed changes in street rights-of-way (as indicated by surveyor's visual observations and available governmental records).
• Item 18 — Location of any significant observed encroachments by improvements on adjoining properties onto the surveyed property, or by improvements on the surveyed property onto adjoining properties, and evidence of prescriptive rights or claims.
• Item 19 — Location of wetlands or delineation areas, as indicated on any wetlands delineation study, survey, or similar document provided to Lumen Ridge.
I note in particular the importance of Item 11(a) for purposes of coordinating the utility infrastructure analysis required for a 96 MW data center campus, and Item 19 given the potential presence of wetlands features that may affect developable acreage. With respect to Item 19, Lumen Ridge has been provided with the preliminary wetlands screening report prepared by Pendleton Environmental Associates, Inc. and has been instructed to plot any delineated wetlands boundaries on the Survey face. The formal jurisdictional determination from the U.S. Army Corps of Engineers (Norfolk District) is still pending.
C. Title Commitment Coordination
The Survey has been reviewed in coordination with the title commitment issued by Fidelitas Title & Escrow, Inc., as issuing agent for Sovereign Title Insurance Company (the "Title Commitment"), bearing an effective date of April 3, 2025, and file reference number FT-2025-VA-14822. The Schedule B-II exceptions identified in the Title Commitment have been cross-referenced against the Survey to determine whether each exception is located and depicted on the Survey face.
This Survey review memorandum should be read in conjunction with the separate Title Review Memorandum — Stonebridge Parcel prepared by Cynthia Ho, Esq. and Grace Nakamura, Esq. and circulated in draft form on May 20, 2025. The Title Review Memorandum provides a detailed analysis of each Schedule B-II exception, including the determination of which exceptions are objectionable and should be the subject of the Title Objection Letter to Seller's counsel, Whitfield, Poole & Stratton LLP (Harrison Poole, Esq.). The present memorandum focuses on the survey-specific dimensions of those exceptions — i.e., whether they are plottable, whether they are accurately depicted, and whether they give rise to physical conflicts with the proposed development.
III. PROPERTY DESCRIPTION AND BOUNDARY
A. Legal Description
The Survey depicts the Stonebridge Parcel as comprising approximately 62.0 acres of land situated in unincorporated Loudoun County, Virginia. The Property is identified by Loudoun County Tax Map Reference /95-4A-1/// and is located at the northeast corner of the intersection of Belmont Ridge Road (Virginia Route 659) and Stonebridge Boulevard, with a mailing address in the Ashburn, Virginia 20148 postal district.
The legal description depicted on the Survey is a metes and bounds description, beginning at a point on the northerly right-of-way line of Stonebridge Boulevard at its intersection with the easterly right-of-way line of Belmont Ridge Road, and proceeding thence by various courses and distances to describe the irregular perimeter of the Property. Upon receipt of the final Survey, the metes and bounds description will be compared on a course-by-course basis against:
(i) the legal description attached as Exhibit A to the PSA;
(ii) the legal description set forth in the vesting deed recorded in the Loudoun County Clerk's Office; and
(iii) the legal description contained in Schedule A of the Title Commitment.
Any discrepancies between the survey legal description and the deed/PSA/Title Commitment legal descriptions must be identified and resolved prior to closing. Even minor discrepancies in bearings, distances, or point-of-beginning references can create title insurance and lender underwriting complications. If the Survey reveals that a different or revised legal description should be used, the revised description should be incorporated into the deed of conveyance and all closing documents, and should be reflected in a revised Title Commitment.
[Note: Comparison of the metes and bounds descriptions is pending receipt of the final certified Survey. This section will be updated to reflect the results of that comparison.]
B. Boundary Lines and Monuments
The Survey depicts the boundaries of the Stonebridge Parcel based on Lumen Ridge's field survey, including a traverse of the perimeter and identification of boundary monuments. The following observations are noted based on the draft Survey materials:
Monuments Found. Lumen Ridge has identified the following monuments at the corners of the Property:
• A concrete monument with a brass disk found at the southwest corner of the Property (intersection of Belmont Ridge Road and Stonebridge Boulevard rights-of-way);
• Iron rebar with a plastic cap (stamped with a prior surveyor's license number) found at the southeast corner of the Property;
• Iron pipe found at the northeast corner of the Property, at the common corner with the Meridian Parcel; and
• [Additional monuments to be confirmed in the final Survey.]
Monuments Set. Where existing monuments were missing, disturbed, or could not be located, Lumen Ridge has set new iron rebars with plastic caps stamped "LUMEN RIDGE ENGINEERING PLLC" at the following locations:
• [To be confirmed upon receipt of the final Survey.]
Perimeter and Configuration. The Property is configured as an irregular polygon with the following general dimensions and frontages:
• Western boundary (along Belmont Ridge Road): approximately [__] feet of frontage along the easterly right-of-way line of Belmont Ridge Road.
• Southern boundary (along Stonebridge Boulevard): approximately [__] feet of frontage along the northerly right-of-way line of Stonebridge Boulevard.
• Eastern boundary: approximately [__] feet, abutting the Meridian Parcel (Tax Map Ref. /95-4A-2///, containing 19.4 acres, owned by Meridian Acres LLC, managed by Theodore Ashford). This common boundary is a critical coordination point for the two-parcel campus assembly and is discussed further in Section XI of this memorandum.
• Northern boundary: approximately [__] feet, abutting [adjoining property owner(s) per tax records to be confirmed under Table A Item 13].
The total perimeter of the Property measures approximately [__] feet. The overall shape of the parcel is generally rectangular, with an irregular jog along the [northern/northeastern] boundary.
C. Acreage Confirmation
The Survey confirms the total area of the Stonebridge Parcel as 62.0 acres, which is consistent with the acreage stated in both the PSA and the Title Commitment. This confirmation is significant for several reasons:
• Purchase Price Calculation. The PSA purchase price of $58,500,000 equates to an effective price of approximately $943,548 per acre. The PSA [does/does not] contain a purchase price adjustment mechanism tied to any variance in surveyed acreage. [If the PSA contains a price adjustment provision, any variance — even a minor one — should be flagged for purposes of the closing statement.]
• Development Capacity. The 62.0-acre total area is a baseline assumption in the site plan and building pad layout for the four-building data center campus. Any reduction in surveyed acreage could affect the available building envelope and should be promptly communicated to the project team, including Lumen Ridge (site design), Titan-McAllister Construction Group, LLC (EPC contractor), and Ashcroft & Wynn, P.C. (zoning counsel).
• ZMOD Application. The ZMOD Application will reference the surveyed acreage. Any deviation from 62.0 acres must be reflected in the ZMOD materials filed with the County.
[Note: The final Survey acreage will be confirmed to the nearest hundredth of an acre upon receipt of the final certified Survey (Table A Item 4). Any variance from 62.0 acres, however small, will be noted in the updated memorandum.]
IV. EXISTING EASEMENTS IDENTIFIED ON SURVEY
A. Utility Easements
The Survey identifies or is expected to identify the following utility easements of record burdening the Property:
1. Overhead Electric Transmission Line Easement (Northern Boundary). An overhead electric transmission line easement runs along the northern boundary of the Property. Based on the draft Survey materials and the instruments of record referenced in the Title Commitment, this easement has the following characteristics:
• Width: Approximately [__] feet (to be confirmed on the final Survey).
• Grantee: [Northgate Partners LLC / Vantage Power Cooperative / other — to be confirmed].
• Recording Reference: [Book __, Page __, Loudoun County Clerk's Office].
• Location: The easement corridor runs in a generally east-west direction along the northern boundary of the Property, with the centerline of the easement located approximately [__] feet south of the northern property line.
• Existing Improvements: The Survey depicts [__] overhead transmission structures (poles/towers) within the easement corridor on the Property.
This easement is of particular significance because the northern portion of the Property is the planned location for Building D and associated surface parking. The building pad for Building D (approximately 120,000 square feet, 24 MW) must be sited entirely outside the easement corridor, including any building-restriction zones imposed by the easement instrument. I recommend that the exact language of the easement instrument be reviewed to determine whether the restrictions extend beyond the platted easement boundaries (e.g., height restrictions for structures within a certain distance of the transmission line).
2. Underground Water and Sewer Easement (Western Portion). An underground water and sewer easement traverses the western portion of the Property. Based on available information:
• Width: Approximately [__] feet.
• Grantee: Loudoun Water (Loudoun County Sanitation Authority).
• Recording Reference: [Book __, Page , or Instrument No. __, Loudoun County Clerk's Office].
• Location: The easement corridor runs in a generally north-south direction through the western third of the Property, approximately [__] feet east of the Belmont Ridge Road right-of-way line.
• Existing Infrastructure: The Survey depicts [a water main and/or sanitary sewer main] within this easement corridor, along with associated manholes and valve boxes.
The relationship of this easement corridor to the proposed building pad locations and the central utility plant must be carefully analyzed. Data center campus designs typically require substantial water service for cooling systems, and the existing water and sewer infrastructure within this easement may be leveraged for campus service connections. However, building structures and foundations generally cannot be placed within Loudoun Water easement corridors, and the easement instrument likely imposes restrictions on grading, excavation, and placement of permanent improvements. Any proposed modifications to the easement area — including relocation of existing mains or construction of new service connections — will require Loudoun Water's approval and may require a formal easement amendment or relocation agreement.
3. Telecommunications Conduit Easement (Belmont Ridge Road Frontage). [The Survey may identify a telecommunications conduit easement along the Belmont Ridge Road frontage.] Based on the utility locate request (Virginia 811/Miss Utility) and available utility company records:
• Width: [To be confirmed.]
• Grantee: [To be confirmed — potentially Stonefield Corporation, Ostrander Industries, or other fiber provider.]
• Recording Reference: [To be confirmed.]
• Location: [Along or adjacent to the Belmont Ridge Road right-of-way, within or near the western boundary of the Property.]
The presence of existing telecommunications conduit infrastructure along the Belmont Ridge Road frontage is relevant to the campus fiber connectivity strategy. IHDC's data center design requires diverse fiber entry points, and the existing conduit infrastructure may provide a pathway for initial service. However, if the conduit easement encroaches significantly into the Property, it may affect the placement of perimeter landscaping, security fencing, and the campus entry features.
Impact Analysis — Utility Easements and Proposed Building Pads. Upon receipt of the final Survey, the utility easement corridors will be overlaid with the proposed building pad locations for Buildings A through D (each approximately 120,000 square feet of shell area, designed for 24 MW of critical IT load per building) and the central utility plant. The purpose of this overlay analysis is to confirm that:
(a) no proposed building pad encroaches into any utility easement corridor;
(b) sufficient clearance exists between easement boundaries and proposed building footprints to accommodate construction staging, grading, and permanent site improvements; and
(c) any utility infrastructure within easement corridors that must be relocated to accommodate the campus development has been identified, and the cost and timeline for relocation have been incorporated into the project budget and schedule.
B. Access Easements
The Survey identifies or is expected to identify the following access easements:
1. Vehicular Access — Belmont Ridge Road. The Property has an existing vehicular access point on Belmont Ridge Road. [The Survey depicts a [__]-foot-wide curb cut or driveway apron at approximately [__] feet north of the intersection of Belmont Ridge Road and Stonebridge Boulevard.] This access point [is/is not] subject to a recorded access easement, and [is/is not] consistent with a VDOT commercial entrance permit.
2. Vehicular Access — Stonebridge Boulevard. The Property has an existing or planned vehicular access point on Stonebridge Boulevard. [The Survey depicts a [__]-foot-wide curb cut or driveway apron at approximately [__] feet east of the intersection of Belmont Ridge Road and Stonebridge Boulevard.] The preliminary site plan prepared by Lumen Ridge contemplates [one/two] primary campus entrance(s) from Stonebridge Boulevard, and the existing access point [does/does not] align with the proposed campus ingress/egress configuration.
3. Shared Access with Meridian Parcel. [The Survey may identify an existing shared access easement or a planned cross-access easement between the Stonebridge Parcel and the Meridian Parcel.] The planned Cross-Access and Utility Easement Agreement (to be negotiated with Meridian Acres LLC) will establish reciprocal access rights across the common boundary. The location and width of any existing access points along the eastern boundary should be noted on the final Survey.
The alignment of existing access points with the proposed campus road network is a critical coordination item. If the existing access points do not align with the campus design, IHDC may need to apply for new VDOT entrance permits, which may involve additional traffic impact analysis and agency coordination.
C. Drainage and Stormwater Easements
The Survey identifies or is expected to identify the following drainage and stormwater easements burdening the Property:
• [Drainage easement along the [__] portion of the Property, approximately [] feet in width, recorded at [Book , Page , Loudoun County Clerk's Office], benefiting [__].]
• [Natural drainage channel or swale traversing the [__] portion of the Property in a generally [__] direction.]
• [Stormwater management easement, if any, associated with existing development on adjacent parcels.]
The location of existing drainage easements and natural drainage features is significant for several reasons. First, the Loudoun County Revised 1993 Zoning Ordinance and the Loudoun County Facilities Standards Manual impose stormwater management requirements that will govern the design and construction of the campus stormwater system. Second, the planned Stormwater Management Facility Easement and Maintenance Agreement (to be recorded as a condition of site plan approval) will create additional easements on the Property, and these must be coordinated with the existing drainage infrastructure. Third, any natural drainage channels or swales depicted on the Survey may constitute jurisdictional waters or wetlands, triggering additional regulatory requirements.
D. Conservation/Open Space Easements
Based on the Title Commitment and the draft Survey materials reviewed to date, [no conservation easements, open space deed restrictions, or environmental corridor easements of record have been identified burdening the Property / the following conservation or open space easements have been identified: __].
Of particular note is the relationship between any easement or restriction affecting the northwest quadrant of the Property and the environmental concerns identified by Pendleton Environmental Associates, Inc. ("Pendleton") in its Phase I Environmental Site Assessment. Pendleton's Phase I ESA, prepared under the direction of Dr. Renata Volkov, identified approximately 4.2 acres in the northwest quadrant as an area of former agricultural use with potential residual pesticide contamination from historical orchard operations. The Phase II ESA, with a target completion date of July 1, 2025, will include soil and groundwater sampling in this area. If contamination is confirmed, the area may require institutional controls, deed restrictions, or a voluntary remediation program under the Virginia Voluntary Remediation Program (VRP), any of which could result in recorded instruments that burden the Property and further restrict the building envelope.
E. Summary Table of Easements
The following table summarizes the existing easements of record identified on the Survey. This table is preliminary and will be updated upon receipt of the final certified Survey.
This table will be finalized upon receipt of the completed Survey and cross-referenced with the Schedule B-II exceptions in the Title Commitment. A comprehensive easement table cross-referenced to the Title Commitment is attached hereto as Attachment B (placeholder — to be completed).
V. ENCROACHMENTS
A. Encroachments onto the Stonebridge Parcel
The Survey identifies, or upon finalization is expected to identify, the following encroachments by improvements on adjacent properties onto the Stonebridge Parcel:
1. Fence Line Encroachment — Southern Boundary. [A fence line from the adjacent residential parcel to the south (Tax Map Ref. [__]) appears to extend approximately [] feet onto the Stonebridge Parcel along a distance of approximately [] feet. The encroaching fence appears to be a [wood/chain-link/wire] fence associated with a residential property. The area of encroachment encompasses approximately [__] square feet.]
2. [Additional encroachments to be identified upon receipt of the final Survey.]
Encroachments by adjacent property owners onto the Stonebridge Parcel raise several concerns. First, if left unaddressed, such encroachments could ripen into claims of adverse possession or prescriptive easement under Virginia law (which requires a 15-year period of continuous, open, notorious, exclusive, and hostile possession). While data regarding the duration of the encroaching fence is not currently available, the risk should be noted. Second, the title insurer may decline to insure over the encroachment without affirmative coverage or an endorsement. Third, any encroachment in the area of the proposed campus perimeter fencing, security infrastructure, or building pads could physically interfere with construction.
The materiality of each encroachment will be assessed under Section 6.3 of the PSA, which establishes the standard for title and survey objections. Encroachments that constitute "material adverse conditions" affecting the Property must be identified in the Title Objection Letter to Seller's counsel at Whitfield, Poole & Stratton LLP (Harrison Poole, Esq.). The curative obligations of Seller under Section 6.4 of the PSA will govern the resolution process.
B. Encroachments by Stonebridge Parcel Improvements onto Adjacent Properties or Easements
The Survey identifies, or upon finalization is expected to identify, the following encroachments by existing improvements on the Stonebridge Parcel onto adjacent properties or into easement corridors:
1. Encroachment into Utility Easement Corridor. [An existing [outbuilding/paved area/gravel surface] associated with the former agricultural or industrial park use of the Property appears to encroach approximately [__] feet into the [water and sewer / overhead electric] easement corridor described in Section IV.A above.]
2. Encroachment onto Adjacent Property. [Existing fencing or paved improvements on the Stonebridge Parcel may extend approximately [__] feet beyond the [eastern/northern] boundary of the Property onto the adjacent [Meridian Parcel / other adjoining property].]
3. [Additional encroachments to be identified upon receipt of the final Survey.]
Encroachments by existing improvements on the Stonebridge Parcel into utility easement corridors are particularly concerning because the easement holder (e.g., Loudoun Water, the electric utility) may have the contractual right to require removal of the encroaching improvements at the property owner's expense. Additionally, such encroachments could complicate the site development process if the utility provider asserts its rights under the easement instrument during the construction period. The EPC contract with Titan-McAllister Construction Group, LLC (the "EPC Contract," with a guaranteed maximum price of $412,000,000) includes site civil work, and the scope and cost of demolition and removal of encroaching improvements should be confirmed within the GMP.
C. Encroachments of Improvements into Setback Areas
The Survey, when overlaid with the applicable zoning setback lines, will reveal whether any existing structures or improvements on the Property encroach into the required setback areas under the current PD-IP zoning classification. This analysis has two temporal dimensions:
Current Zoning Regime. Under the current PD-IP zoning district, the applicable setback requirements are [front yard: _ feet; side yard: feet; rear yard: __ feet — to be confirmed with Ashcroft & Wynn, P.C.]. Any existing structures that violate these setbacks are nonconforming and could present complications for the ZMOD Application.
Post-ZMOD Regime. Upon approval of the ZMOD Application (expected docket ZMOD-2025-0038), the setback requirements applicable to data center use may differ from the current PD-IP standards. The ZMOD Application is being prepared by Ashcroft & Wynn, P.C. (Thomas Ashcroft, Esq.) with land use consulting support from Cornerstone Land Use Consulting, LLC (Alan Mercer). The application is targeted for filing on or about May 30, 2025, with anticipated Board of Supervisors approval in October 2025. Until the ZMOD is approved, the current PD-IP setbacks govern.
Any existing improvements that encroach into setback areas will need to be demolished or relocated as part of the site preparation and campus construction. These structures are expected to include remnant agricultural outbuildings and ancillary structures associated with the Property's former use. The demolition scope and timeline should be coordinated with Titan-McAllister's construction schedule and confirmed within the EPC Contract scope of work.
D. Recommended Curative Actions
Based on the encroachments identified to date (subject to revision upon receipt of the final Survey), the following curative actions are recommended:
Each curative action will be included in the Title Objection Letter to Whitfield, Poole & Stratton LLP and discussed with Seller's general counsel, Patricia Whitaker-Connolly. The resolution of encroachment issues must be completed, or binding agreements for resolution must be in place, prior to the due diligence expiration date of July 14, 2025, unless the parties agree to extend the curative period through the closing date.
VI. SETBACK ANALYSIS AND BUILDING ENVELOPE
A. Applicable Zoning Setbacks
The Stonebridge Parcel is currently zoned PD-IP (Planned Development – Industrial Park) under the Loudoun County Revised 1993 Zoning Ordinance, as amended. The applicable dimensional standards for the PD-IP zoning district, as set forth in Article 4 of the Zoning Ordinance, include the following minimum setback requirements:
• Front Yard Setback: [__] feet from the right-of-way line of a public street. Note: The Property has frontage on two public streets (Belmont Ridge Road and Stonebridge Boulevard), and each frontage may be treated as a "front yard" for setback purposes, depending on the orientation of the proposed buildings. This determination should be confirmed with Thomas Ashcroft at Ashcroft & Wynn, P.C.
• Side Yard Setback: [__] feet from each side property line.
• Rear Yard Setback: [__] feet from the rear property line.
• Building Height: Maximum [__] feet.
Under the anticipated ZMOD for data center use, the setback requirements may be modified to accommodate the specific building forms and operational requirements of data center facilities. Loudoun County has approved ZMOD applications for data center use in other PD-IP and PD-OP districts with modified setback and buffer standards, and the Stonebridge ZMOD Application (ZMOD-2025-0038) is expected to request similar modifications. Until the ZMOD is approved by the Board of Supervisors (anticipated October 2025), the current PD-IP setbacks will govern site plan review.
It is important to note that the ZMOD process may impose additional buffer and screening requirements — including perimeter landscaping, noise attenuation berms or walls, and visual screening — that effectively reduce the usable building envelope beyond the minimum setback lines. These proffer commitments (estimated at approximately $2,400,000, or approximately $5.00 per square foot of gross floor area) will include visual screening, landscaping buffers along public road frontages, and noise mitigation measures for generator testing and mechanical equipment operations. The physical footprint of these buffer and screening improvements will further constrain the available development area.
B. Building Envelope Mapping
Upon receipt of the final Survey, the setback lines, easement corridors, environmental buffer zones, and other development constraints will be plotted to define the permissible building envelope for the Stonebridge Parcel. The proposed campus layout, as depicted on the preliminary site plan prepared by Lumen Ridge, contemplates the following principal structures:
• Building A: Approximately 120,000 square feet (shell), 24 MW critical IT load. Proposed location: [southwestern/south-central] portion of the Property.
• Building B: Approximately 120,000 square feet (shell), 24 MW critical IT load. Proposed location: [southeastern/south-central] portion of the Property.
• Building C: Approximately 120,000 square feet (shell), 24 MW critical IT load. Proposed location: [north-central] portion of the Property.
• Building D: Approximately 120,000 square feet (shell), 24 MW critical IT load. Proposed location: [northern] portion of the Property.
• Central Utility Plant (CUP): Location TBD — currently contemplated for the [central/western] portion of the Property, adjacent to the existing water and sewer easement corridor to facilitate cooling water service connections.
• Structured Parking: One or more structured parking facilities, locations TBD.
• Campus Road Network: Internal roadways providing access to each building and the CUP.
The total gross floor area of the four data center buildings is approximately 480,000 square feet, supporting a combined critical IT load capacity of 96 MW. The overlay analysis will confirm whether the 62.0-acre Stonebridge Parcel provides sufficient buildable area for this program after accounting for all applicable setbacks, easement corridors, buffer zones, stormwater management facilities, and other constraints.
Critically, the building envelope analysis must also account for the coordination with the adjacent Meridian Parcel (19.4 acres), which is intended to accommodate additional building pads (if warranted by future demand), utility routing corridors connecting the planned 230kV/34.5kV substation to the campus buildings on the Stonebridge Parcel, and the dedicated substation easement to be granted to Vantage Power Cooperative. The substation site on the Meridian Parcel will require substantial setback clearances of its own, and the utility routing corridors crossing the common boundary will affect the building envelope on the eastern portion of the Stonebridge Parcel.
An annotated survey overlay showing the proposed building pads, central utility plant, and substation location relative to all identified constraints is being prepared and will be attached to this memorandum as Attachment C upon completion.
C. Setback Conflicts
Based on the preliminary site plan review, the following potential setback conflicts have been identified and will require further analysis upon receipt of the final Survey:
1. Building D — Northern Boundary. The proposed location of Building D in the northern portion of the Property may conflict with the overhead electric transmission line easement along the northern boundary. If the easement corridor, together with the applicable side/rear yard setback, significantly reduces the buildable area in the northern portion of the parcel, the building pad for Building D may need to be shifted southward. This could in turn affect the spacing between Buildings C and D and the layout of the campus road network.
2. Central Utility Plant — Western Portion. The proposed location of the CUP in the western portion of the Property, adjacent to the underground water and sewer easement, must respect both the front yard setback from Belmont Ridge Road and the building restriction zone associated with the water and sewer easement. Depending on the width of the easement corridor and the setback distance, the available footprint for the CUP may be constrained.
3. Proffer-Required Buffers — Road Frontages. The ZMOD proffer commitments are expected to require landscaped buffer zones along both the Belmont Ridge Road and Stonebridge Boulevard frontages. These buffers, which may extend [25–100] feet from the right-of-way line, will reduce the available building area along the western and southern edges of the Property. The dimensions of the buffer zones should be coordinated with Thomas Ashcroft and Alan Mercer as the ZMOD Application is finalized.
I recommend that upon finalization of the Survey and confirmation of all setback dimensions, a meeting be convened with the project team — including Lumen Ridge (Carlos Esteban), Ashcroft & Wynn (Thomas Ashcroft), Cornerstone Land Use Consulting (Alan Mercer), and Titan-McAllister Construction Group — to review the building envelope analysis and make any necessary adjustments to the site plan before the ZMOD Application is filed.
VII. TOPOGRAPHY, FLOOD ZONE, AND WETLANDS
A. Topographic Information
The Survey depicts topographic contour lines across the Property at [two-foot/five-foot] intervals, as required by [Table A Item __ / the lender's survey requirements]. Based on the draft Survey materials, the following general topographic characteristics of the Property are noted:
• Elevation Range: The Property ranges in elevation from approximately [__] feet above mean sea level (AMSL) at the [lowest point, near the ] to approximately [] feet AMSL at the [highest point, near the ], representing a total elevation differential of approximately [__] feet.
• General Direction of Slope: The Property generally slopes from [__] to [], with an average grade of approximately [__]%.
• Significant Grade Features: [The Survey depicts a natural drainage swale / ridge / depression in the [__] portion of the Property. Additional grading features TBD upon receipt of the final Survey.]
The topographic information on the Survey will be coordinated with the geotechnical investigation being conducted by Brannigan Geotechnical Engineering, LLC ("Brannigan Geo"), under the direction of project engineer Neil Brannigan, PE. The geotechnical investigation will provide foundation design recommendations, including bearing capacity analyses, recommendations for structural fill, and assessments of groundwater conditions. The topographic data on the Survey will inform the site grading plan to be developed by Lumen Ridge as part of the site civil engineering design.
Any significant grade differentials identified on the Survey — particularly in the areas of the proposed building pads — may affect foundation design, earthwork quantities, and construction costs. Data center buildings require highly level floor slabs to support raised access flooring and heavy equipment loads, and significant grade differentials may necessitate substantial cut-and-fill operations. The cost of such earthwork is included within Titan-McAllister's GMP of $412,000,000, but material deviations from the assumed grading conditions could trigger a change order process under the EPC Contract.
B. Flood Zone Determination
The Survey includes a flood zone determination pursuant to Table A Item 3. Based on the draft Survey materials and the applicable FEMA Flood Insurance Rate Map (FIRM):
• FIRM Panel: [Panel No. __, effective date __].
• FEMA Community Number: [Community No. __, Loudoun County, Virginia].
• Flood Zone Designation: [The Property is situated entirely within Zone X (area of minimal flood hazard), as designated by FEMA. No portion of the Property lies within a Special Flood Hazard Area (Zone A, AE, AH, AO, V, or VE).]
[Alternatively, if any portion of the Property lies within a Special Flood Hazard Area: A portion of the Property, comprising approximately [__] acres in the [] area, is situated within **Zone [A/AE]** (Special Flood Hazard Area — area inundated by the 1% annual chance flood). The base flood elevation for the affected area is [__] feet AMSL. This designation has significant implications for the project, including (i) the requirement to obtain flood insurance as a condition of the Construction Loan, (ii) potential restrictions on the placement of building structures within the SFHA, and (iii) the need for Loudoun County floodplain development permit approval.]
The flood zone determination is particularly important for the Construction Loan. Summit National Bank, N.A., as Administrative Agent, requires compliance with the National Flood Insurance Act of 1968 (as amended) and the Flood Disaster Protection Act of 1973. If any portion of the Property on which a building or other insurable improvement is located (or will be located) falls within a Special Flood Hazard Area, the borrower (Stonebridge Campus Holdings LLC) will be required to maintain flood insurance in an amount and form satisfactory to the Administrative Agent. The Zone X designation, if confirmed on the final Survey, will simplify compliance with these requirements.
C. Wetlands. The Survey addresses wetlands in accordance with Table A Item 19. Lumen Ridge has been provided with the preliminary wetlands screening report prepared by Pendleton Environmental Associates, Inc. and has been instructed to plot any delineated wetlands boundaries on the Survey face.
Based on the preliminary wetlands screening report and Lumen Ridge's field observations:
• [No wetlands have been identified on the Property based on the preliminary screening / The preliminary screening identifies a potential wetlands area comprising approximately [__] acres in the [__] portion of the Property, associated with a [natural drainage channel / depressional area / seep].]
• A formal wetlands delineation has [been completed / not yet been completed]. The delineation study is [expected to be completed by __].
• A jurisdictional determination from the U.S. Army Corps of Engineers (Norfolk District) has [been obtained / not yet been obtained]. If jurisdictional wetlands are present on the Property, any filling, dredging, or other disturbance of such wetlands will require a permit under Section 404 of the Clean Water Act (33 U.S.C. § 1344) and potentially a Virginia Water Protection Permit from the Virginia Department of Environmental Quality.
The presence of jurisdictional wetlands on the Property would reduce the developable acreage and could affect the placement of building pads and stormwater management facilities. Wetlands mitigation requirements — which may include the purchase of mitigation bank credits or the creation of compensatory wetlands — could add significant cost to the project. The wetlands analysis should be finalized as early as possible in the due diligence period to allow the project team to adjust the site plan if necessary.
The wetlands analysis should be coordinated with the Phase I/Phase II ESA findings from Pendleton Environmental Associates, particularly with respect to the 4.2-acre northwest quadrant area. If the wetlands features overlap with the area of potential pesticide contamination, the remediation and permitting requirements may be compounded.
VIII. RIGHTS OF WAY AND ROAD FRONTAGE
A. Public Road Frontage
The Stonebridge Parcel has frontage on two public roads, each of which provides direct vehicular access to the Property:
1. Belmont Ridge Road (Virginia Route 659).
• Measured Frontage: Approximately [__] feet along the easterly right-of-way line of Belmont Ridge Road, as depicted on the Survey.
• Width of Right-of-Way: The Survey depicts the Belmont Ridge Road right-of-way as [__] feet in width at this location, measured from the easterly right-of-way line to the westerly right-of-way line on the opposite side of the road.
• Distance from ROW Line to Edge of Pavement: Approximately [__] feet from the Property's westerly boundary (which coincides with the easterly right-of-way line) to the nearest edge of existing pavement.
• Current Road Configuration: Belmont Ridge Road is currently configured as a [two-lane / four-lane] road at this location, with [a median / no median] and [curb and gutter / open ditch] drainage.
2. Stonebridge Boulevard.
• Measured Frontage: Approximately [__] feet along the northerly right-of-way line of Stonebridge Boulevard, as depicted on the Survey.
• Width of Right-of-Way: The Survey depicts the Stonebridge Boulevard right-of-way as [__] feet in width at this location.
• Distance from ROW Line to Edge of Pavement: Approximately [__] feet from the Property's southerly boundary (which coincides with the northerly right-of-way line) to the nearest edge of existing pavement.
• Current Road Configuration: Stonebridge Boulevard is currently configured as a [two-lane / four-lane] road at this location, with [a median / no median] and [curb and gutter / open ditch] drainage.
VDOT Considerations. Both Belmont Ridge Road and Stonebridge Boulevard are maintained by the Virginia Department of Transportation ("VDOT"). Any modifications to the existing access points, construction of new entrances, or improvements within the public right-of-way will require VDOT approval through the land use permit and commercial entrance permit processes. The Survey should be reviewed for any notes, markers, or other indications of planned VDOT road widenings, dedication requirements, or right-of-way takes that may affect the Property. If VDOT has plans to widen Belmont Ridge Road (which has been the subject of widening studies in the Loudoun County Comprehensive Plan), any future right-of-way dedication requirement would reduce the developable area of the Stonebridge Parcel along its western boundary.
B. Internal Access Roads
The Survey depicts existing internal access roads and dravel drives on the Property, remnants of the former agricultural and industrial park use. Based on the draft Survey materials:
• [An existing gravel drive extends from the Belmont Ridge Road access point eastward across the Property for a distance of approximately [__] feet.]
• [An existing paved or gravel surface area is located in the [__] portion of the Property, associated with [a former parking area / loading dock / equipment staging area].]
These existing internal roads and paved surfaces will be demolished and replaced as part of the campus development. The planned campus road network, as depicted on Lumen Ridge's preliminary site plan, will include a primary campus ring road providing access to each of the four data center buildings, the central utility plant, and the structured parking facilities. The campus road design will be coordinated with the VDOT entrance permit process and the traffic impact analysis prepared in support of the ZMOD Application.
C. Planned Road Improvements
The ZMOD Application (ZMOD-2025-0038) is expected to include proffered transportation improvements as conditions of approval. Based on preliminary discussions with Thomas Ashcroft (Ashcroft & Wynn, P.C.) and Alan Mercer (Cornerstone Land Use Consulting, LLC), the anticipated transportation proffers may include:
• Construction of a dedicated right-turn lane and/or left-turn lane on Belmont Ridge Road at the primary campus entrance;
• Construction of a dedicated turn lane on Stonebridge Boulevard at the campus entrance;
• A monetary contribution toward traffic signal improvements at the intersection of Belmont Ridge Road and Stonebridge Boulevard, if warranted by the traffic impact analysis;
• Dedication of additional right-of-way along Belmont Ridge Road and/or Stonebridge Boulevard, if required by VDOT or the County as a condition of the ZMOD.
Any required right-of-way dedication will directly reduce the acreage of the Stonebridge Parcel and must be accounted for in the building envelope analysis. The Survey should clearly depict the existing right-of-way lines so that the extent of any future dedication can be precisely determined. I recommend that Lumen Ridge coordinate with VDOT and the County during the survey finalization process to confirm whether any right-of-way dedication is anticipated.
IX. IMPROVEMENTS AND EXISTING CONDITIONS
A. Existing Structures
The Survey depicts the following existing structures on the Property:
• [A single-story [barn / agricultural outbuilding] of approximately [__] square feet, located in the [] portion of the Property, approximately [] feet from the [__] property line.]
• [A [shed / equipment storage building / pump house] of approximately [__] square feet, located in the [__] portion of the Property.]
• [Remnants of a [foundation / concrete pad / loading dock] associated with the former industrial park use, located in the [__] portion of the Property.]
• [Additional structures to be identified upon receipt of the final Survey.]
All existing structures on the Property are expected to be demolished as part of the site preparation work included in the EPC scope of Titan-McAllister Construction Group, LLC. The GMP of $412,000,000 under the EPC Contract includes site civil work, which encompasses demolition, site clearing, grading, and removal of existing structures and foundations. The Survey's depiction of existing structures will inform the demolition scope and sequencing plan.
Prior to demolition, any existing structures should be inspected for the presence of asbestos-containing materials, lead-based paint, or other hazardous materials, consistent with the findings of the Phase I ESA prepared by Pendleton Environmental Associates. The demolition contractor will be required to comply with all applicable federal, state, and local regulations governing the handling and disposal of hazardous materials encountered during demolition.
B. Existing Paving, Fencing, and Miscellaneous Improvements
In addition to the structures described above, the Survey depicts the following existing site improvements:
• Paved Areas: [Existing asphalt or concrete paved areas in the [__] portion of the Property, encompassing approximately [__] square feet.]
• Gravel Surfaces: [Existing gravel drives or surfaces in the [__] portion of the Property.]
• Fencing: [Existing [chain-link / wire / wood] fencing along portions of the perimeter, including the [__] boundary.]
• Wells: [An existing well casing observed in the [__] portion of the Property. If active, this well may require decommissioning in accordance with Virginia Department of Health regulations (12 VAC 5-630) prior to or in connection with site development.]
• Septic Systems: [Evidence of a septic system (septic tank, drain field, or related components) observed in the [__] portion of the Property. Any existing septic system will require decommissioning in accordance with Virginia Department of Health regulations prior to connection to the public sewer system (Loudoun Water).]
• Above-Ground Tanks: [An existing above-ground storage tank (AST) observed in the [__] portion of the Property. The AST appears to be associated with the former agricultural or industrial park use and will require removal and potential remediation of any contaminated soils beneath the tank, consistent with the Phase I/Phase II ESA findings.]
The decommissioning of any existing wells and septic systems is a regulatory requirement that must be coordinated with the Virginia Department of Health and, in the case of water wells, the Loudoun County Health Department. These decommissioning activities should be included in the site preparation scope and timeline.
C. Existing Utilities
The Survey, pursuant to Table A Items 11(a) and 11(b), depicts the location of existing utility infrastructure serving or crossing the Property. The following utility features are identified on the draft Survey materials:
• Overhead Electric Lines: [Overhead electric transmission/distribution lines along the northern boundary (within the transmission line easement described in Section IV.A.1) and along the Belmont Ridge Road frontage. The Survey depicts [__] utility poles and [__] overhead wire spans on or adjacent to the Property.]
• Underground Electric Lines: [Underground electric conduit or cables in the [__] portion of the Property, as indicated by utility locate markings and/or utility company records.]
• Water Mains: [A [__]-inch water main within the underground water and sewer easement corridor described in Section IV.A.2, along with associated gate valves, fire hydrants, and valve boxes.]
• Sanitary Sewer: [A [__]-inch sanitary sewer main within the underground water and sewer easement corridor, along with associated manholes.]
• Storm Drain: [Existing storm drain infrastructure, including [__]-inch storm drain pipes, inlets, and outfall structures in the [__] portion of the Property.]
• Gas: [A [__]-inch gas main along [Belmont Ridge Road / Stonebridge Boulevard], with a service lateral extending to the Property (if any).]
• Telecommunications: [Existing telecommunications conduit or aerial cable along the [Belmont Ridge Road] frontage, as described in Section IV.A.3.]
The existing utility infrastructure depicted on the Survey will be coordinated with the utility service planning for the data center campus. Of paramount importance is the coordination with Vantage Power Cooperative ("VPC") regarding the existing electric distribution infrastructure and the planned 120 MVA electrical service under the Large Load Service Agreement (VPC Service Application No. LSA-2025-0091). The campus will require a dedicated 230kV/34.5kV substation (to be located on the Meridian Parcel), with 34.5kV distribution feeders routed from the substation to each of the four data center buildings on the Stonebridge Parcel. The routing of these feeders must be coordinated with the existing utility infrastructure, easement corridors, and building pad locations shown on the Survey.
X. COORDINATION WITH TITLE COMMITMENT EXCEPTIONS
A. Cross-Reference of Schedule B-II Exceptions
A core function of the ALTA/NSPS survey review is to determine whether the exceptions listed in Schedule B-II of the Title Commitment are accurately depicted on the Survey and to assess the physical impact of each exception on the Property and the proposed development. The Schedule B-II exceptions identified in the Fidelitas/Sovereign Title Commitment (effective date April 3, 2025, file reference FT-2025-VA-14822) have been cross-referenced against the draft Survey as follows:
Category 1 — Exceptions Located and Depicted on the Survey. The following Schedule B-II exceptions correspond to easements, restrictions, or other encumbrances that are physically plottable and have been (or will be) depicted on the Survey face:
• [Exception No. __: Overhead electric transmission line easement — depicted along the northern boundary.]
• [Exception No. __: Underground water and sewer easement — depicted traversing the western portion of the Property.]
• [Exception No. __: Vehicular access easement — depicted at the Belmont Ridge Road access point.]
• [Additional exceptions to be confirmed upon receipt of the final Survey.]
Category 2 — Exceptions Not Depicted on the Survey — Supplemental Plotting Requested. The following Schedule B-II exceptions are plottable in theory but have not yet been depicted on the draft Survey. Lumen Ridge has been requested to provide supplemental plotting of these items on the final Survey:
• [Exception No. __: __]
• [Exception No. __: __]
Category 3 — Exception