Contract analysis

I. The Lenders may rely on this Agreement as a condition precedent to closing and funding under the Loan Agreement, and this Agreement is being delivered in connection with the Construction Loan closing, targeted for October 15, 2025. NOW, THEREFORE, in consideration of the mutual covenants, representations, warranties, and agreements contained herein, and for other good and valuable consideration, the receipt and su

ARTICLE I — DEFINITIONS As used in this Agreement, the following terms shall have the meanings set forth below. Capitalized terms used but not defined in this Article I shall have the meanings ascribed to them elsewhere in this Agreement. "Administrative Agent" means Summit National Bank, N.A., in its capacity as administrative agent under the Loan Agreement, with its office located at 1275 Avenue of Commerce, 12th F

ARTICLE II — EQUITY COMMITMENT

Section 2.1 — Commitment Amount (a) Ridgeline Fund IV hereby irrevocably commits to contribute an aggregate amount of Two Hundred Ten Million Dollars ($210,000,000) (the "Equity Commitment") to IHDC for downstream contribution to the Borrower, to be used solely for the purpose of funding Project costs in accordance with the Budget. (b) The Equity Commitment represents thirty-five percent (35.0%) of the Total Project

Section 2.2 — Intermediate Flow of Funds (a) Equity contributions funded by Ridgeline Fund IV pursuant to this Agreement shall flow through the following intermediate entities in the order set forth below: (i) from Ridgeline Fund IV to RCP Digital Holdings LLC; (ii) from RCP Digital Holdings LLC to IHDC; and (iii) from IHDC to the Borrower (Stonebridge Campus Holdings LLC). (b) Each intermediate entity in the contrib

Section 2.3 — Nature of Commitment (a) The Equity Commitment is irrevocable and unconditional, subject only to the conditions precedent set forth in Section 4.2 of this Agreement. Once a Capital Call has been properly delivered in accordance with the terms hereof, Ridgeline Fund IV's obligation to fund such Capital Call shall not be subject to any right of offset, counterclaim, reduction, or deduction, and Ridgeline

Section 2.4 — Use of Equity Contributions (a) Equity contributions funded pursuant to this Agreement shall be used solely for Project costs in accordance with the approved Budget, including but not limited to: (i) Land acquisition costs, in the aggregate amount of $77,900,000, consisting of (A) the Stonebridge Parcel purchase price of $58,500,000, and (B) the Meridian Parcel purchase price of $19,400,000; (ii) Entitl

ARTICLE III — CAPITAL CALLS AND FUNDING MECHANICS

Section 3.1 — Capital Call Process (a) IHDC, acting through its Chief Executive Officer, Marcus Thorne, or its Chief Financial Officer, Priya Dasgupta (each an "Authorized Officer"), shall deliver a Capital Call Notice to Ridgeline Fund IV (attention: Julian Hargrove, Managing Partner, Ridgeline Capital Management LLC, as General Partner of Ridgeline Fund IV) not less than ten (10) Business Days prior to the date on

Section 3.2 — Timing of Funding (a) Ridgeline Fund IV shall fund each Capital Call on or before the required funding date specified in the applicable Capital Call Notice, but in no event later than the second (2nd) Business Day following the tenth (10th) Business Day after delivery of the Capital Call Notice. (b) Time is of the essence with respect to all funding obligations of Ridgeline Fund IV under this Agreement.

Section 3.3 — Initial Equity Contribution / First Draw Equity Minimum (a) Prior to the first advance under the Construction Loan (anticipated to occur on or about the Construction Loan closing, targeted for October 15, 2025), Ridgeline Fund IV shall fund the Initial Equity Contribution in an amount not less than Fifty-Two Million Five Hundred Thousand Dollars ($52,500,000) (the "First Draw Equity Minimum"), represent

Section 3.4 — Draw Sequencing and Pro Rata Contribution (a) Following the funding of the Initial Equity Contribution, subsequent equity contributions shall be funded on a pro rata basis with Construction Loan draws, such that the ratio of cumulative equity funded to cumulative total Project costs incurred remains at or above thirty-five percent (35.0%) at all times. This requirement shall apply on a cumulative basis

Section 3.5 — Frequency of Capital Calls (a) Capital Calls may be made no more frequently than once per calendar month, unless: (i) A more frequent Capital Call is required to satisfy a condition precedent to a Construction Loan draw under the Loan Agreement; (ii) A more frequent Capital Call is necessary to cure a Budget shortfall or cost overrun that, if left unfunded, would result in a violation of the Loan-to-Cos

Section 3.6 — Over-Contribution / Cost Overruns (a) If total Project costs are reasonably projected to exceed, or actually exceed, Six Hundred Million Dollars ($600,000,000) (the approved Budget), IHDC shall promptly notify Ridgeline Fund IV in writing of the nature and estimated amount of the cost overrun and the steps being taken to mitigate such overrun. (b) Any cost overrun amounts in excess of the Equity Commitm

Section 3.7 — Failure to Fund (a) If Ridgeline Fund IV fails to fund a Capital Call within five (5) Business Days following the required funding date specified in the applicable Capital Call Notice (a "Funding Default"), the following consequences shall apply: (i) Default Interest. Interest shall accrue on the unfunded Capital Call amount at the lesser of (A) eighteen percent (18%) per annum or (B) the maximum rate p

ARTICLE IV — CONDITIONS PRECEDENT

Section 4.1 — Conditions to Closing The obligations of the Parties under this Agreement shall become effective upon satisfaction (or waiver by the Party entitled to the benefit thereof) of all of the following conditions: (a) Execution and delivery of this Agreement by both Parties; (b) Execution and delivery of the Loan Agreement by the Borrower, the Administrative Agent, and the Lenders; (c) Formation of Stonebridg

Section 4.2 — Conditions to Each Capital Call The obligation of Ridgeline Fund IV to fund each Capital Call issued pursuant to Article III of this Agreement is subject to the satisfaction (or waiver by Ridgeline Fund IV) of each of the following conditions as of the required funding date: (a) No Funding Default by Ridgeline Fund IV is then continuing (other than the Funding Default, if any, that would result from the

ARTICLE V — REPRESENTATIONS AND WARRANTIES

Section 5.1 — Representations and Warranties of Ridgeline Fund IV Ridgeline Fund IV hereby represents and warrants to IHDC as of the Closing Date and as of the date of each Capital Call (except as otherwise indicated), as follows: (a) Organization. Ridgeline Capital Partners Fund IV, LP is a limited partnership duly organized, validly existing, and in good standing under the laws of the State of Delaware, and has all

Section 5.2 — Representations and Warranties of IHDC IHDC hereby represents and warrants to Ridgeline Fund IV as of the Closing Date and as of the date of each Capital Call (except as otherwise indicated), as follows: (a) Organization. IHDC is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware, and is duly qualified to transact business and in go

Section 6.1 — Affirmative Covenants of IHDC IHDC hereby covenants and agrees that, for so long as any portion of the Equity Commitment remains unfunded or any obligation under this Agreement remains outstanding, IHDC shall: (a) Use of Proceeds. Use all equity contributions received from Ridgeline Fund IV solely for Project costs in accordance with the approved Budget. IHDC shall maintain records sufficient to trace t

Section 6.2 — Affirmative Covenants of Ridgeline Fund IV Ridgeline Fund IV hereby covenants and agrees that, for so long as any portion of the Equity Commitment remains unfunded or any obligation under this Agreement remains outstanding, Ridgeline Fund IV shall: (a) Fund all Capital Calls in accordance with the terms and conditions of Article III of this Agreement; (b) Maintain its existence as a limited partnership

Section 6.3 — Negative Covenants of IHDC IHDC hereby covenants and agrees that, for so long as any portion of the Equity Commitment remains unfunded or any obligation under this Agreement remains outstanding, IHDC shall not, and shall cause the Borrower not to, without the prior written consent of Ridgeline Fund IV (and, where indicated, the Administrative Agent): (a) Make any material modification, amendment, or sup

Section 6.4 — Negative Covenants of Ridgeline Fund IV Ridgeline Fund IV hereby covenants and agrees that, for so long as any portion of the Equity Commitment remains unfunded or any obligation under this Agreement remains outstanding, Ridgeline Fund IV shall not: (a) Transfer, assign, delegate, or otherwise dispose of this Agreement, the Equity Commitment, or any rights or obligations hereunder without the prior writ

ARTICLE VII — ADDITIONAL AGREEMENTS

Section 7.1 — Budget Amendments (a) Any amendment to the Project Budget that (i) increases the Total Project Budget beyond Six Hundred Million Dollars ($600,000,000) or (ii) reallocates more than ten percent (10%) of any line-item category set forth in Exhibit A shall require the prior written consent of Ridgeline Fund IV. In connection with any request for consent, IHDC shall provide Ridgeline Fund IV with a detaile

Section 7.2 — Construction Loan Coordination (a) The Parties acknowledge that the Construction Loan has been structured as a syndicated facility with the following commitment allocations: (i) Summit National Bank, N.A. — $180,000,000 (46.15%); (ii) Cascade Commercial Lending Corp. — $130,000,000 (33.33%), with David Rennick serving as relationship manager; and (iii) Harborview Trust Company — $80,000,000 (20.51%), wi

Section 7.3 — EPC Agreement Coordination (a) The Parties acknowledge that the EPC Agreement between the Borrower and Titan-McAllister Construction Group, LLC provides for a guaranteed maximum price of Four Hundred Twelve Million Dollars ($412,000,000) and a construction duration of twenty-four (24) months from the issuance of a Notice to Proceed (target: November 1, 2025). The GMP includes all labor, materials, equip

Section 7.4 — Power Procurement Coordination (a) The LLSA with Vantage Power Cooperative provides for 120 MVA of contracted electrical demand over a ten (10)-year term, with demand charges of $8.42 per kilowatt per month during years one through five, escalating at 2.5% per annum thereafter. At full contractual demand, the estimated annual demand charges are approximately $12,124,800. (b) IHDC shall cause the Borrowe

Section 7.5 — Change of Control (a) For purposes of this Agreement, "Change of Control" means any direct or indirect transfer, assignment, sale, pledge, encumbrance, or other disposition (whether voluntary or involuntary, by operation of law or otherwise) of equity interests in IHDC or the Borrower resulting in Ridgeline Capital Partners Fund IV, LP (directly or indirectly through RCP Digital Holdings