Contract analysis

Section 1.1 Defined Terms. As used in this Completion Guaranty, the following terms shall have the meanings set forth below: "Administrative Agent" means Summit National Bank, N.A., a national banking association, in its capacity as administrative agent for the Lenders under the Loan Agreement, together with its successors and assigns in such capacity, with its principal office at 1275 Avenue of Commerce, 12th Floor,

Section 1.2 Incorporation of Loan Agreement Definitions. All capitalized terms used but not otherwise defined in this Completion Guaranty shall have the respective meanings ascribed to them in the Loan Agreement. In the event of any conflict between the definitions set forth in this Completion Guaranty and those set forth in the Loan Agreement, the definitions in this Completion Guaranty shall control for purposes of

Section 1.3 Rules of Construction. In this Completion Guaranty, unless the context otherwise requires: (a) headings and captions are for convenience of reference only and shall not affect the construction or interpretation of any provision hereof; (b) the singular includes the plural and vice versa; (c) references to "Sections," "Articles," and "Exhibits" are to sections, articles, and exhibits of this Completion Gua

ARTICLE 2 GUARANTY OF COMPLETION

Section 2.1 Guaranty. The Guarantor hereby unconditionally and irrevocably guarantees to the Administrative Agent, for the benefit of the Administrative Agent and the Lenders, the full, complete, lien-free, and timely Completion of the Project in accordance with the Approved Plans and the Approved Budget. The Guarantor further guarantees the payment and performance of all costs, expenses, liabilities, and obligations

Section 2.2 Definition of Completion. For purposes of this Completion Guaranty, "Completion" means the satisfaction of all of the following conditions, each to the reasonable satisfaction of the Administrative Agent: (a) Substantial Completion of Improvements. Substantial Completion of all four data center buildings (Buildings A, B, C, and D) and all campus common areas, including the central utility plant, structure

Section 2.3 Completion Date. The Guarantor hereby guarantees that Completion will be achieved on or before the date that is thirty (30) months from the date of the first advance under the Loan (such date, as may be extended in accordance with this Section 2.3, the "Outside Completion Date"). For the avoidance of doubt, if the first advance under the Loan occurs on November 1, 2025, the Outside Completion Date would b

Section 2.4 Budget Overruns; Cost Completion Obligation. If at any time the Administrative Agent reasonably determines, based upon the construction budget, monthly inspection reports prepared by the Owner's Representative, draw requests submitted by the Borrower, or other available information, that the total cost to complete the Project (including all hard costs, soft costs, power infrastructure costs, and contingen

Section 2.5 Application of Liquidated Damages. Any liquidated damages received by the Borrower under the EPC Contract on account of the EPC Contractor's failure to achieve Substantial Completion by the milestone dates specified therein (which liquidated damages accrue at the rate of One Hundred Twenty-Five Thousand Dollars ($125,000) per calendar day per building, subject to an aggregate cap of Ten Million Three Hund

ARTICLE 3 REPRESENTATIONS AND WARRANTIES OF GUARANTOR The Guarantor hereby represents and warrants to the Administrative Agent and the Lenders as of the Effective Date and as of the date of each advance under the Loan as follows:

Section 3.1 Organization and Good Standing. The Guarantor is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware. The Guarantor is duly qualified to transact business and is in good standing in the Commonwealth of Virginia (Virginia State Corporation Commission Entity ID: S7491283), and in each other jurisdiction where the nature of its business o

Section 3.2 Authority; Enforceability. The Guarantor has full limited liability company power and authority to execute, deliver, and perform this Completion Guaranty and to consummate the transactions contemplated hereby. The execution, delivery, and performance of this Completion Guaranty have been duly authorized by all necessary limited liability company action on the part of the Guarantor, including approval by m

Section 3.3 No Conflict. The execution, delivery, and performance of this Completion Guaranty by the Guarantor do not and will not (a) violate or conflict with the Certificate of Formation, Limited Liability Company Agreement, or other organizational documents of the Guarantor; (b) violate or conflict with any law, rule, regulation, order, judgment, decree, or injunction applicable to the Guarantor; (c) result in a b

Section 3.4 Financial Condition. The financial statements of the Guarantor heretofore delivered to the Administrative Agent, including the audited financial statements for the fiscal year ended December 31, 2024, are true, correct, and complete in all material respects and fairly present the financial condition of the Guarantor as of the dates thereof and the results of operations for the periods covered thereby, all

Section 3.5 Litigation. There is no action, suit, proceeding, investigation, or claim pending or, to the Guarantor's knowledge, threatened against or affecting the Guarantor before any court, arbitrator, or governmental authority that (a) involves this Completion Guaranty, any Loan Document, or the Project, or (b) could reasonably be expected to materially and adversely impair the Guarantor's ability to perform its o

Section 3.6 Ownership of Borrower. The Guarantor is the sole member and the direct holder of 100% of the membership interests in the Borrower. Ridgeline Capital Partners Fund IV, LP, a Delaware limited partnership, holds a ninety-two percent (92%) indirect equity interest in the Guarantor through RCP Digital Holdings LLC, a Delaware limited liability company. The remaining eight percent (8%) of the equity interests i

Section 3.7 No Default. No event of default, or event that with the giving of notice or the passage of time or both would constitute an event of default, exists under the Loan Agreement or any other Loan Document.

Section 3.8 Solvency. The Guarantor is solvent and will not be rendered insolvent by the execution and performance of this Completion Guaranty or the consummation of the transactions contemplated hereby. As of the Effective Date and after giving effect to the obligations assumed hereunder, (a) the fair value of the Guarantor's assets exceeds its liabilities (including contingent liabilities), (b) the Guarantor's asse

Section 3.9 Existing Operations. The Guarantor currently operates three existing data center facilities in Northern Virginia, totaling approximately 42 MW of critical IT load, and has substantial experience in the development, construction, and operation of mission-critical data center infrastructure. The Guarantor represents that its existing operations provide relevant experience and operational capabilities that s

ARTICLE 4 COVENANTS OF GUARANTOR The Guarantor hereby covenants and agrees with the Administrative Agent and the Lenders as follows:

Section 4.1 Prosecution of Construction. The Guarantor shall cause the Borrower to diligently and continuously prosecute the construction and development of the Project in accordance with the Approved Plans and the Approved Budget, and in compliance with all applicable governmental requirements, including all conditions of the zoning modifications, site plan approvals, building permits, and other entitlements applica

Section 4.2 Maintenance of EPC Contract. The Guarantor shall not permit the Borrower to terminate, materially amend, modify, supplement, or waive any material provision of the EPC Contract without the prior written consent of the Administrative Agent (which consent shall not be unreasonably withheld, conditioned, or delayed with respect to amendments that do not increase the GMP by more than $500,000 individually or

Section 4.3 Insurance. The Guarantor shall cause the Borrower and/or the EPC Contractor to obtain and maintain at all times during the construction of the Project all insurance coverages required under the Loan Documents and the EPC Contract, including, without limitation: (a) Builder's Risk Insurance. Builder's risk insurance (all-risk completed value form) in an amount not less than $412,000,000, with a deductible

Section 4.4 Preservation of Permits and Entitlements. The Guarantor shall cause the Borrower to obtain and maintain in full force and effect all governmental permits, approvals, licenses, entitlements, and authorizations necessary or appropriate for the development, construction, and operation of the Project, including without limitation the zoning modification approval (anticipated docket number ZMOD-2025-0038), all

Section 4.5 Financial Reporting. The Guarantor shall deliver to the Administrative Agent the following financial information and reports: (a) Annual Audited Financial Statements. Within one hundred twenty (120) days after the end of each fiscal year of the Guarantor, audited financial statements of the Guarantor, prepared in accordance with generally accepted accounting principles, audited by an independent certified

Section 4.6 Change of Control. The Guarantor shall not permit any change of control (as defined below) of the Borrower or the Guarantor without the prior written consent of the Administrative Agent (acting at the direction of the Required Lenders). For purposes of this Section 4.6, a "change of control" means any transaction or series of related transactions resulting in Ridgeline Capital Partners Fund IV, LP (direct

Section 4.7 Power Procurement. The Guarantor shall cause the Borrower to diligently pursue the design, construction, and energization of the dedicated 230kV/34.5kV electrical substation on the Meridian Parcel, and to timely fund the line extension contribution of Eighteen Million Five Hundred Thousand Dollars ($18,500,000) to Vantage Power Cooperative under the Line Extension Funding Agreement, in accordance with the

Section 4.8 Compliance with Law. The Guarantor shall cause the Borrower and the Project to comply in all material respects with all applicable laws, statutes, ordinances, rules, regulations, orders, judgments, and decrees, including without limitation the zoning ordinances of Loudoun County, Virginia, the Virginia Uniform Statewide Building Code, the Virginia Department of Environmental Quality regulations, the Ameri

Section 4.9 No Additional Indebtedness. The Guarantor shall not permit the Borrower to incur, assume, or guarantee any additional indebtedness (whether secured or unsecured) without the prior written consent of the Administrative Agent, except for trade payables incurred in the ordinary course of the Project's development and construction that are paid within the time periods specified in the applicable contracts and

Section 4.10 Equity Contribution Obligations. The Guarantor shall cause all equity contributions required under the Equity Contribution Agreement and the Loan Agreement, in the aggregate amount of Two Hundred Ten Million Dollars ($210,000,000), to be funded in accordance with the schedules and conditions set forth therein. Without limiting the foregoing, the Guarantor shall cause the minimum initial equity contributi

ARTICLE 5 EVENTS OF DEFAULT; REMEDIES

Section 5.1 Events of Default. Each of the following shall constitute an "Event of Default" under this Completion Guaranty: (a) Payment Default. The failure by the Guarantor to make any payment or deposit required under this Completion Guaranty within the applicable time period specified herein, and such failure continues for a period of five (5) business days after written notice thereof from the Administrative Agen

Section 5.2 Remedies. Upon the occurrence and during the continuance of any Event of Default under this Completion Guaranty, the Administrative Agent may, in its sole discretion, exercise any one or more of the following remedies: (a) Demand for Payment. Demand immediate payment by the Guarantor of all amounts necessary to achieve Completion of the Project, including all unfunded cost completion obligations, all defi

Section 5.3 Administrative Agent's Right to Cure. If the Guarantor fails to perform any obligation under this Completion Guaranty and such failure continues beyond any applicable notice and cure period, the Administrative Agent may, but shall not be obligated to, cure any such failure on behalf of and at the expense of the Guarantor. All costs, expenses, and liabilities incurred by the Administrative Agent in connect

Section 6.1 Waivers by Guarantor. The Guarantor hereby unconditionally, irrevocably, and absolutely waives, to the fullest extent permitted by applicable law: (a) Notice of acceptance of this Completion Guaranty by the Administrative Agent or any Lender; (b) Notice of the existence or creation of any default or Event of Default under the Loan Agreement, the Loan Documents, or this Completion Guaranty, or of any failu

Section 6.2 Guarantor's Consent to Modifications. The Guarantor hereby consents to any and all modifications, amendments, extensions, renewals, restatements, waivers, and supplements of or to the Loan Documents, the EPC Contract, or any other Project documents, made at any time and from time to time, without notice to the Guarantor and without in any way affecting, impairing, or releasing the obligations of the Guara

Section 6.3 Reinstatement. If at any time any payment made by the Guarantor or any other party under this Completion Guaranty, the Loan Documents, or otherwise in respect of the Guaranteed Obligations is rescinded, voided, set aside, or must be returned or restored by the Administrative Agent or any Lender, whether as a result of any bankruptcy, insolvency, or similar proceeding, any settlement or compromise, or othe

Section 7.1 Subordination of Guarantor's Rights. All rights, claims, and causes of action of the Guarantor against the Borrower, whether arising by subrogation, indemnity, contribution, reimbursement, exoneration, or otherwise, in connection with any payment made or performance rendered by the Guarantor under this Completion Guaranty, are hereby irrevocably subordinated in right of payment and priority to the prior i

Section 8.1 Governing Law. This Completion Guaranty and the rights and obligations of the parties hereto shall be governed by, and construed and enforced in accordance with, the laws of the Commonwealth of Virginia, without regard to any conflict of laws principles that would result in the application of the laws of any other jurisdiction.

Section 8.2 Jurisdiction and Venue. The Guarantor hereby irrevocably and unconditionally submits to the exclusive jurisdiction of (a) the Circuit Court of Loudoun County, Virginia, (b) any other court of competent jurisdiction sitting in the Commonwealth of Virginia, and (c) the United States District Court for the Eastern District of Virginia, Alexandria Division, for the purposes of any suit, action, or proceeding

Section 8.3 Waiver of Jury Trial. THE GUARANTOR AND THE ADMINISTRATIVE AGENT EACH HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT, PROCEEDING, OR COUNTERCLAIM (WHETHER BASED IN CONTRACT, TORT, OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS COMPLETION GUARANTY, THE LOAN DOCUMENTS, THE PROJECT, OR THE TRANSACTIONS

Section 8.4 Notices. All notices, requests, demands, consents, approvals, and other communications required or permitted under this Completion Guaranty shall be in writing and shall be deemed to have been duly given (i) when delivered by hand, (ii) on the first business day following deposit with a nationally recognized overnight courier service, (iii) on the third business day following deposit in the United States