Contract analysis

Section 1.1 — Defined Terms As used in this Agreement, the following terms shall have the meanings set forth below. Capitalized terms used but not defined in this Section 1.1 shall have the meanings ascribed to them elsewhere in this Agreement. "Act" means the Virginia Limited Liability Company Act, Title 13.1, Chapter 12 of the Code of Virginia, as amended from time to time, and any successor statute thereto. "Admin

Section 1.2 — Rules of Construction For purposes of this Agreement, the following rules of construction shall apply: (a) The terms "herein," "hereof," "hereunder," "hereby," and similar terms refer to this Agreement as a whole, and not to any particular Article, Section, or provision. (b) References to any Article, Section, Exhibit, or Schedule are references to Articles, Sections, Exhibits, or Schedules of or to thi

ARTICLE II — FORMATION AND ORGANIZATION

Section 2.1 — Formation The Company was formed as a Virginia limited liability company upon the filing of the Articles of Organization with the Virginia State Corporation Commission pursuant to the Act. A copy of the Articles of Organization as filed is attached hereto as Exhibit A and incorporated herein by reference. The Virginia SCC Entity ID shall be assigned upon such filing, and the Company's Federal Employer I

Section 2.2 — Name The name of the Company is "Stonebridge Campus Holdings LLC." The Company shall conduct all of its business and affairs under this name and no other name, unless otherwise required by applicable law or approved by the Member in writing. The Company shall take all steps necessary to protect and preserve its right to use such name in the Commonwealth of Virginia and in any other jurisdiction in which

Section 2.3 — Registered Office and Registered Agent The registered office of the Company in the Commonwealth of Virginia shall be at such address as is set forth in the Articles of Organization, or at such other address in the Commonwealth of Virginia as the Member may designate from time to time in accordance with the Act. The registered agent of the Company shall be the Person designated in the Articles of Organiz

Section 2.4 — Principal Office The principal office of the Company shall be at 44680 Prentice Drive, Suite 200, Ashburn, Virginia 20147, which is co-located with the headquarters of IHDC, or at such other location as the Member may designate from time to time by written notice to the Administrative Agent in accordance with the Construction Loan Agreement. The Company shall maintain all of its books and records at its

Section 2.5 — Purpose The sole purpose of the Company is to: (a) Acquire, own, hold, develop, improve, lease, operate, manage, finance, refinance, and dispose of the Property, including the Stonebridge Parcel (Loudoun County Tax Map Reference /95-4A-1///) and the Meridian Parcel (Loudoun County Tax Map Reference /95-4A-2///), located in unincorporated Loudoun County, Virginia; (b) Construct, develop, equip, commissio

Section 2.6 — Term The Company shall have perpetual existence and shall continue until dissolved in accordance with Article XII of this Agreement and the Act. The duration of the Company shall not be affected by the completion of the Project, the retirement of the Construction Loan, or any other event, unless such event constitutes an event of dissolution under Article XII.

Section 2.7 — Governing Law This Agreement and the rights and obligations of the Member hereunder shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia, including the Act, without regard to any conflicts-of-law principles that would require the application of the laws of any other jurisdiction.

ARTICLE III — MEMBERSHIP INTEREST; CAPITAL CONTRIBUTIONS

Section 3.1 — Sole Member Ironhaven Data Centers LLC is the sole member of the Company and holds one hundred percent (100%) of the Membership Interest in the Company. IHDC is a Delaware limited liability company with its principal office at 44680 Prentice Drive, Suite 200, Ashburn, Virginia 20147, Federal Employer Identification Number 84-3291057, Virginia SCC Entity ID S7491283. The Member's Membership Interest is s

Section 3.2 — Initial Capital Contribution The Member shall make an initial capital contribution to the Company (the "Initial Capital Contribution") in such amount, at such time, and in such form as determined by the Member, subject to the requirements and conditions set forth in the Equity Contribution Agreement and the Construction Loan Agreement. The amount and form of the Initial Capital Contribution are describe

Section 3.3 — Additional Capital Contributions The Member may, but except as set forth in this Section 3.3 shall not be obligated to, make additional capital contributions to the Company from time to time as needed for the development, construction, operation, and management of the Project (each, an "Additional Capital Contribution"). No Additional Capital Contributions shall be required of the Member except as follo

Section 3.4 — Capital Account A single capital account (the "Capital Account") shall be maintained for the Member in accordance with the provisions of Treasury Regulation Section 1.704-1(b)(2)(iv) and the principles set forth in Section 704(b) of the Code. The Capital Account shall be: (a) Increased by the amount of cash and the fair market value of any property (net of any liabilities assumed or taken subject to) co

Section 3.5 — No Interest on Capital Contributions No interest shall be paid or accrued on or with respect to any Capital Contribution made by the Member to the Company. The Member acknowledges that its return on Capital Contributions shall be solely through allocations of profits and losses pursuant to Article VI and distributions pursuant to Article VII.

Section 3.6 — Return of Capital The Member shall not have the right to withdraw or demand a return of any Capital Contribution except as expressly provided in Article VII (Distributions) and Article XII (Dissolution and Winding Up) of this Agreement. No provision of this Agreement shall be construed to create any obligation on the part of the Company to return Capital Contributions to the Member at any particular tim

Section 4.1 — Member-Managed The Company shall be a member-managed limited liability company. IHDC, as the sole Member, shall have full, complete, and exclusive power and authority to manage, control, and direct the business and affairs of the Company, and shall have all powers and rights necessary, appropriate, or advisable to effectuate and carry out the purposes and business of the Company as set forth in Section

Section 4.2 — Authorized Representatives The following persons are hereby designated as Authorized Representatives of the Company, each of whom is authorized to act on behalf of the Company and to execute, deliver, and perform any and all agreements, contracts, documents, instruments, certificates, and filings on behalf of the Company, subject to the limitations set forth in this Agreement and the Loan Documents: (a)

Section 4.3 — Officers The Member may, in its discretion, appoint one or more officers of the Company, including a President, one or more Vice Presidents, a Secretary, a Treasurer, and such other officers as the Member may determine from time to time. Officers shall be appointed by written resolution of the Member and shall serve at the pleasure of the Member. Any officer may be removed at any time, with or without c

Section 4.4 — Independent Director / Independent Manager (a) Requirement. The Company shall at all times while any obligations are outstanding under the Loan Documents have at least one (1) Independent Director (or Independent Manager). The Independent Director shall be a natural person who meets the following independence qualifications: (i) The Independent Director is not, and has never been, an officer, director,

Section 4.5 — Actions Requiring Independent Director Consent The following actions (collectively, "Major Decisions") shall require the prior affirmative written consent of the Independent Director, in addition to any other approvals required under this Agreement, the Act, or the Loan Documents: (a) The filing by the Company of any voluntary petition for bankruptcy, insolvency, reorganization, arrangement, or relief u

Section 4.6 — Third-Party Reliance Any Person dealing with the Company may rely upon the authority of any Authorized Representative to execute, deliver, and perform any agreement, contract, document, instrument, certificate, or filing on behalf of the Company, without inquiry into any internal limitations on such Authorized Representative's authority, and without the need to verify or confirm the approvals required u

ARTICLE V — RIGHTS AND OBLIGATIONS OF THE MEMBER

Section 5.1 — Liability of the Member The Member shall not be personally liable for the debts, obligations, or liabilities of the Company solely by reason of being a member or manager of the Company. The liability of the Member for the obligations of the Company shall be limited to the Member's Capital Contributions and any undistributed profits and assets of the Company, except as otherwise provided by the Act or as

Section 5.2 — Duties of the Member The Member shall manage the Company in accordance with the fiduciary duties set forth under the Act, including the duty of care and the duty of loyalty, subject to any modifications of such duties that are permitted under the Act and that are set forth in this Agreement. The Member shall act in good faith and in a manner reasonably believed to be in the best interests of the Company

Section 5.3 — No Right to Partition The Member shall have no right to seek or obtain partition by court decree or otherwise of any property of the Company. The Member hereby waives any such right, and this waiver shall be binding upon the Member and its successors, assigns, heirs, and legal representatives. This provision is not intended to limit the ability of the Company to sell, dispose of, or distribute any prope

ARTICLE VI — ALLOCATIONS OF PROFITS AND LOSSES

Section 6.1 — Allocation of Profits and Losses All items of income, gain, loss, deduction, and credit of the Company for each Fiscal Year (and each portion thereof) shall be allocated one hundred percent (100%) to the Member, as the sole member of the Company. This allocation reflects the Member's one hundred percent (100%) ownership of the Membership Interest and is intended to be consistent with the economic arrang

Section 6.2 — Tax Allocations (a) Consistency with Economic Allocations. All items of income, gain, loss, deduction, and credit for federal, state, and local income tax purposes shall be allocated to the Member in a manner consistent with the allocations of the corresponding items of book income, gain, loss, deduction, and credit set forth in Section 6.1, except as otherwise required by Section 704(c) of the Code and

Section 6.3 — Tax Elections and Returns (a) Tax Returns. The Member shall cause all required federal, state, and local tax returns and information returns of the Company (or, to the extent the Company is a disregarded entity, the relevant portions of the Member's tax returns) to be timely prepared and filed, in compliance with all applicable laws and regulations. All tax returns shall be prepared on a basis consisten

Section 7.1 — Distributions Generally Distributions of cash or other property of the Company shall be made to the Member at such times and in such amounts as the Member shall determine, in the Member's sole discretion, subject to the following limitations: (a) The Company shall maintain adequate reserves for current and anticipated operating expenses, debt service obligations (including payments of principal, interes

Section 7.2 — Distribution Restrictions Under Loan Documents Notwithstanding anything in this Agreement to the contrary, no distributions shall be made by the Company to the Member if: (a) An Event of Default has occurred and is continuing under the Construction Loan Agreement, or if any event has occurred that, with the giving of notice or the passage of time, or both, would constitute an Event of Default under the

Section 7.3 — Tax Distributions Notwithstanding the restrictions set forth in Section 7.2, the Company may, to the extent permitted by the Loan Documents, make distributions to the Member (each, a "Tax Distribution") in an amount sufficient to enable the Member to satisfy its estimated federal, state, and local income tax liability arising from the Company's taxable income that is allocated to the Member for the appl

ARTICLE VIII — TRANSFERS OF MEMBERSHIP INTEREST

Section 8.1 — General Restriction on Transfers The Member shall not Transfer all or any portion of the Membership Interest, directly or indirectly, without the prior written consent of the Administrative Agent, except as expressly permitted by Section 8.2 of this Agreement. This restriction on Transfers is a material term of this Agreement and is required by and consistent with the Construction Loan Agreement. The Me

Section 8.2 — Permitted Transfers The following Transfers shall be permitted without the prior written consent of the Administrative Agent (each, a "Permitted Transfer"): (a) Transfers to Affiliates. Transfers of all or any portion of the Membership Interest to an Affiliate of the Member, provided that: (i) After giving effect to such Transfer, Ridgeline Capital Partners Fund IV, LP continues to directly or indirectl

Section 8.3 — Change of Control Any Transfer that results in Ridgeline Capital Partners Fund IV, LP (directly or indirectly through RCP Digital Holdings LLC and IHDC) ceasing to hold at least fifty-one percent (51%) of the equity interests in the Company, or that results in Ridgeline Capital Partners Fund IV, LP (directly or indirectly) ceasing to hold at least fifty-one percent (51%) of the equity interests in IHDC,

Section 8.4 — Conditions to Any Transfer Any Transfer of all or any portion of the Membership Interest (whether or not a Permitted Transfer) shall be subject to satisfaction of the following conditions: (a) Legal Opinion. The delivery to the Administrative Agent of an opinion of counsel, issued by nationally recognized counsel and in form and substance satisfactory to the Administrative Agent, to the effect that such

Section 8.5 — Void Transfers Any purported Transfer of all or any portion of the Membership Interest in violation of this Article VIII shall be null and void ab initio and of no force or effect whatsoever. The Company shall not recognize any such purported Transfer on its books and records and shall not be required to recognize the purported transferee as a member of the Company for any purpose. Any Person who purpor

ARTICLE IX — SINGLE-PURPOSE ENTITY PROVISIONS AND SEPARATENESS COVENANTS

Section 9.1 — Single-Purpose Entity Covenants The Company covenants and agrees that at all times while any obligations are outstanding under the Loan Documents (including the Construction Loan and any extensions, renewals, or refinancings thereof), the Company shall comply with the following single-purpose entity covenants: (a) Restricted Purpose. The Company shall not engage in any business or activity other than th

Section 9.2 — Restrictions on Indebtedness The Company shall not create, incur, assume, guaranty, endorse, or otherwise become directly or indirectly liable for any indebtedness, or permit any indebtedness to exist, other than the following (collectively, "Permitted Indebtedness"): (a) The Construction Loan. The Three Hundred Ninety Million Dollar ($390,000,000) senior secured construction loan facility with Summit N