Contract analysis

I. Executive Summary The purpose of this memorandum is to provide a comprehensive legal and commercial analysis of the construction loan term sheet received from Summit National Bank, N.A. ("Summit") dated August 1, 2025 (target date for the commitment letter) proposing a $390,000,000 senior secured construction loan facility (the "Facility") to finance the ground-up development of the Stonebridge Data Center Campus

II. Project and Transaction Context A. Project Overview The Project — the "Stonebridge Data Center Campus" (the "Stonebridge Campus") — will be developed on assembled land at the intersection of Belmont Ridge Road and Stonebridge Boulevard in unincorporated Loudoun County, Virginia 20148, in the heart of the Ashburn/Data Center Alley submarket. The developer and prospective borrower's parent is IHDC, a Delaware limit

III. Facility Overview — Key Terms Summary The following table summarizes the material terms proposed in the Summit term sheet. Detailed narrative analysis of each term follows in Section IV. Summary Table of Key Terms Syndicate Composition.

IV. Detailed Term-by-Term Analysis A. Borrower and Guarantor Structure The Facility will be extended to a to-be-formed Virginia single-purpose entity, Stonebridge Campus Holdings LLC (the "Borrower"), which will be wholly owned by IHDC. The term sheet reflects, and we expect the definitive loan agreement to contain, customary single-purpose-entity ("SPE") requirements, including: separateness covenants (separate book

1. Interest Rate. The proposed rate is Term SOFR + 285 basis points, with a SOFR floor of 0.50%. Interest is expected to be payable monthly in arrears on drawn balances. SOFR + 285 bps sits within the competitive range for construction loans on data center projects of this scale and credit profile, which we currently see priced in the range of SOFR + 250 to SOFR + 325 bps for well-sponsored projects. The 0.50% SOFR f

2. Arrangement Fee. The proposed arrangement fee is 1.00% of the Facility ($3,900,000), payable at closing. 1.00% is at the higher end of the market range for a three-bank syndicate. Typical arrangement fees for facilities of this size and structure range from 0.75% to 1.00%. We should target a reduction to 0.85%–0.90% ($3,315,000–$3,510,000), which would save between $390,000 and $585,000 at closing. This is a proje

3. Unused Commitment Fee. The proposed unused commitment fee is 0.50% per annum on undrawn commitments, payable quarterly. This is standard for construction facilities. However, given the anticipated draw curve — which is heavily back-weighted, with most draws occurring in mid- and late-construction — the undrawn balance will remain substantial for a significant portion of the draw period. For illustrative purposes,

1. Draw Period. The proposed draw period is 36 months from first advance. Assuming first advance occurs shortly after loan closing on October 15, 2025 (following satisfaction of the equity-first condition and other conditions to first draw), the draw period would extend until approximately October 2028. This provides approximately 12 months of buffer beyond the projected 24-month construction duration (NTP November 1

2. Maturity. The proposed initial maturity is 48 months from closing (i.e., approximately October 15, 2029), with one 12-month extension option subject to conditions typically including (i) no default or event of default, (ii) payment of an extension fee, and (iii) satisfaction of minimum leasing or DSCR thresholds. The initial 48-month maturity provides approximately 24 months post-substantial-completion for lease-u

1. Loan-to-Cost Ratio (LTC). Maximum LTC: ≤ 65%. The current ratio is $390,000,000 ÷ $600,000,000 = 65.0% — exactly at the covenant threshold. This is a critical issue. There is zero headroom on the LTC covenant. Any cost overrun that increases total project costs (whether attributable to EPC change orders, power-infrastructure costs, or other budget items) will push the ratio above 65% and cause a covenant breach, u

2. Debt Service Coverage Ratio (DSCR). Minimum DSCR at stabilization: ≥ 1.25x, with stabilization defined as 85% leased (target Q2 2028). A 1.25x threshold is standard for data center construction loans. The fact that the DSCR is measured only at stabilization (rather than throughout construction) is favorable, as it avoids ratio testing during the construction and initial lease-up periods when the Project will gener

I. Conditions Precedent to Closing and First Draw Although the term sheet does not exhaustively enumerate conditions precedent, we expect the definitive loan agreement to include (at a minimum) the following conditions: • Formation and capitalization of Stonebridge Campus Holdings LLC in a form satisfactory to the lender; • Completion of the land acquisitions for both parcels; • Minimum equity contribution of $52,500

V. Comparison with Market Terms The following table compares the Summit term sheet against typical construction lending terms for data center projects in Northern Virginia (Ashburn/Loudoun County submarket), based on our recent market intelligence from comparable transactions closed in the last 12 months. The pricing (spread) and structural covenants are competitive. The fees (arrangement fee and unused commitment fe

VI. Key Negotiation Points and Recommendations A. Priority Negotiation Items

1. Interest Rate Spread. Negotiate the margin from SOFR + 285 bps down to SOFR + 260–275 bps, citing the sponsor profile, IHDC's operating track record, and collateral quality. Consider a pricing step-down tied to substantial completion or leasing milestones as an alternative structure.

2. Arrangement Fee. Reduce from 1.00% to 0.85%–0.90% ($3,315,000–$3,510,000), saving between $390,000 and $585,000 at closing.

3. LTC Headroom. Request either an LTC covenant of ≤ 67% or a calculation methodology that measures the ratio against the approved budget (rather than actual costs incurred) and excludes application of contingency reserves from the denominator. Given the zero-headroom problem at 65.0%, this is the single most important structural item to address.

4. Change of Control Definition. Negotiate carve-outs for internal Ridgeline reorganizations, affiliated fund transfers, bona fide fund restructurings, and management incentive pool adjustments (see Section IV.H above).

5. ZMOD Approval Sequencing. Permit ZMOD approval to be a condition to first advance rather than a condition to closing, avoiding the schedule risk arising from the October Board of Supervisors hearing.

6. Extension Option Terms. Cap the extension fee at 0.25% of outstanding principal; require objective conditions; ensure borrower-exercisable at Borrower's election. B. Secondary Negotiation Items

1. Unused Commitment Fee Tiering. Negotiate a tiered structure (0.375% for the first 12 months; 0.50% thereafter) reflecting the back-weighted construction draw curve.

2. DSCR Calculation Methodology. Ensure clarity on trailing 12-month actual vs. annualized projected NOI; ensure debt service is measured on actual interest, not hypothetical amortizing basis.

3. Guaranty Burn-Off and Guarantor Covenants. Negotiate objective burn-off triggers for the Completion Guaranty; confirm guarantor financial covenants (net worth, liquidity) are achievable based on IHDC's balance sheet.

4. Intercreditor and Voting Thresholds. Confirm Required Lender definition (66-2/3% is customary); scope of "unanimous lender" matters should be narrow and limited to core economic and pro rata items.

5. Cure Rights. Ensure adequate cure periods for monetary defaults (customarily 10 business days) and non-monetary defaults (customarily 30 days, subject to extension for diligent efforts).

VII. Coordination with Other Project Agreements The Facility does not exist in a vacuum; it must be harmonized with the other principal project agreements. The following coordination items should be tracked and confirmed in definitive documentation: • EPC Agreement (TMCG): Collateral assignment must be coordinated with TMCG's change-of-control consent right. Lender step-in rights upon Borrower default must be negotia

IX. Conclusion The Summit term sheet provides a workable foundation for a $390,000,000 senior secured construction facility. Overall, the proposed terms are within the market range for a ground-up data center campus of this scale, backed by a well-capitalized institutional sponsor. Pricing is mid-market; structural covenants and collateral requirements are standard; and the syndicate composition is favorable for admi