Contract analysis

I. Executive Summary The purpose of this memorandum is to analyze and cross-reference the change of control provisions across the three principal project agreements governing the Stonebridge Data Center Campus development — the Construction Loan Agreement, the Engineering, Procurement, and Construction ("EPC") Agreement, and the Large Load Service Agreement ("LLSA") — in order to identify definitional inconsistencies

II. Background: Project Ownership Structure An accurate understanding of the ownership chain is essential to the change of control analysis, because the three agreements test ownership at different levels of the organizational structure. The relevant entities, their jurisdictions of formation, and their roles in the Project are described below. A. Ridgeline Capital Partners Fund IV, LP Ridgeline Capital Partners Fund

III. Change of Control Provisions — Construction Loan Agreement A. Relevant Agreement The Construction Loan Agreement (the "Credit Agreement" or "Loan Agreement") is among Stonebridge Campus Holdings LLC, as Borrower, Summit National Bank, N.A., as Administrative Agent, and three institutional lenders, as follows: The Loan Commitment Reference is CL-2025-VA-04418. Lender's counsel is Redmond & Calloway LLP, with Vict

IV. Change of Control Provisions — EPC Agreement A. Relevant Agreement The EPC Agreement is between Stonebridge Campus Holdings LLC (as "Owner") and Titan-McAllister Construction Group, LLC ("TMCG," as "Contractor"). TMCG is a nationally recognized design-build contractor with significant experience in data center construction in the Northern Virginia market. TMCG's key executives for the Project include Raymond Okaf

V. Change of Control Provisions — Large Load Service Agreement (LLSA) A. Relevant Agreement The Large Load Service Agreement (the "LLSA") is between Stonebridge Campus Holdings LLC (as "Customer") and Vantage Power Cooperative ("VPC"), a Virginia electric cooperative organized under the Virginia Electric Cooperative Act (Code of Virginia § 56-209 et seq.). VPC is the exclusive electric utility provider in the service

VI. Comparative Analysis: Change of Control Definitions Across Agreements A. Summary Table The following table provides a side-by-side comparison of the change of control provisions across the three principal agreements: B. Identified Conflicts and Gaps Based on the foregoing analysis, the following specific conflicts, gaps, and risks have been identified:

1. Definitional Mismatch — Level of Ownership Tested The most fundamental inconsistency across the three agreements is the level of the ownership chain at which the change of control test is applied. The Construction Loan Agreement tests indirect ownership at the Ridgeline Fund IV level — the ultimate sponsor, sitting three levels above the Borrower in the organizational chain. By contrast, the EPC Agreement and LLSA

2. Threshold Mismatch Even if all three agreements test ownership at the same level, the numerical thresholds may differ. The Construction Loan Agreement uses a 51% threshold. The EPC Agreement may use 50%, "majority," or "controlling interest" — terms that could be interpreted differently depending on applicable law and the specific drafting. The LLSA's threshold is not yet defined. A transfer reducing Ridgeline Fun

3. Consequence Mismatch The three agreements impose fundamentally different consequences upon a change of control trigger. The Construction Loan Agreement imposes the most severe consequence: mandatory prepayment and acceleration of the entire $390,000,000 facility, with no cure and no consent mechanism. The EPC Agreement imposes a consent requirement with a reasonableness qualifier — a significant but manageable com

4. Cascading Default Risk The most dangerous scenario involves a cascading sequence of defaults triggered by a single change of control event. The mechanism is as follows: (a) A change of control occurs that triggers the Construction Loan Agreement's mandatory prepayment obligation. (b) The Borrower is unable to satisfy the mandatory prepayment (as is almost certain during active construction). (c) The Administrative

5. Permitted Transfers The Construction Loan Agreement is expected to include a set of "permitted transfer" exceptions that allow certain categories of transfers without triggering the Change of Control covenant. Based on preliminary discussions with lender's counsel, the permitted transfer exceptions are expected to include: (a) Transfers among Ridgeline Fund IV and its affiliates (including transfers between Ridgel

6. Lack of Reciprocal Notice Currently, none of the three agreements contains a mechanism requiring the Borrower to notify counterparties under the other agreements when a change of control event is triggered, consented to, or waived. This creates a risk that a counterparty learns of a change of control only after the fact — potentially after the transfer has been completed and the cure window (if any) has expired. L

VII. Recommendations for Harmonization Based on the analysis set forth in Sections III through VI above, the following recommendations are offered for consideration by the deal team and the client. A. Definitional Alignment The most effective means of eliminating the risks identified in Section VI is to negotiate a uniform definition of "Change of Control" across all three agreements. At minimum, the EPC Agreement an