Contract analysis

ARTICLE 1 — DEFINITIONS AND INTERPRETATION

Section 1.1 — Definitions 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. "Agreement" means this Large Load Service Agreement, including all exhibits and schedules attached hereto and incorporated herein by reference, as the same may be amended, modif

Section 1.2 — Rules of Interpretation (a) All references in this Agreement to "Articles," "Sections," "Exhibits," and "Schedules" shall be deemed to refer to Articles, Sections, Exhibits, and Schedules of and to this Agreement, unless the context otherwise requires. All Exhibits and Schedules attached hereto are hereby incorporated into and made a part of this Agreement by reference. (b) The headings and captions use

Section 2.1 — Commencement Date This Agreement shall become effective as of the date of execution by both parties (the "Effective Date"). However, the obligations of VPC to provide electric service and the obligations of Customer to pay Demand Charges, Energy Charges, and other charges set forth in Article 5 shall not commence until the Commencement Date, which shall be the Energization Date. The target Energization

Section 2.2 — Initial Term The Initial Term of this Agreement shall be ten (10) years, commencing on the Commencement Date and expiring on the tenth (10th) anniversary of the Commencement Date, unless sooner terminated in accordance with the provisions of this Agreement. The obligations of Customer to pay Demand Charges and Energy Charges shall begin on the Commencement Date, subject to the ramp-up provisions set for

Section 2.3 — Renewal Upon expiration of the Initial Term, this Agreement shall automatically renew for successive two (2)-year renewal terms (each, a "Renewal Term"), unless either party provides the other party with written notice of non-renewal at least eighteen (18) months prior to the expiration of the then-current Term (whether the Initial Term or a Renewal Term). The terms and conditions applicable during any

Section 2.4 — Early Termination (a) Customer Early Termination. Customer may terminate this Agreement prior to the expiration of the Initial Term upon not less than twelve (12) months' prior written notice to VPC, subject to the payment of the Early Termination Charge set forth in Section 2.5. Customer's right to terminate during any Renewal Term shall require twelve (12) months' prior written notice to VPC, but no E

Section 2.5 — Early Termination Charge If Customer terminates this Agreement prior to the expiration of the Initial Term pursuant to Section 2.4(a), Customer shall pay to VPC an early termination charge (the "Early Termination Charge") equal to the present value, discounted at a rate of six percent (6%) per annum, of the remaining monthly Demand Charges that would have been payable from the effective date of terminat

ARTICLE 3 — SERVICE SPECIFICATIONS

Section 3.1 — Nature of Service VPC shall provide electric service to Customer at the Delivery Point during the Term. Such electric service shall be three-phase, sixty Hertz (60 Hz) alternating current. The primary distribution voltage at the Delivery Point shall be thirty-four and one-half kilovolts (34.5 kV). Electric service shall be delivered from the dedicated 230kV/34.5kV Substation to be constructed by VPC on

Section 3.2 — Contracted Demand The Contracted Demand under this Agreement is one hundred twenty megavolt-amperes (120 MVA), which is equivalent to approximately one hundred twenty thousand kilowatts (120,000 kW) at unity power factor. The Contracted Demand is designed to serve the full build-out of the Campus, including ninety-six megawatts (96 MW) of critical IT load across four data center buildings (Buildings A t

Section 3.3 — Demand Adjustments (a) Increase in Contracted Demand. Customer may request an increase in the Contracted Demand by providing written notice to VPC specifying the desired increase and the anticipated date by which the additional capacity is required. VPC shall evaluate Customer's request and use commercially reasonable efforts to accommodate the requested increase, subject to VPC's available system capac

Section 3.4 — Ramp-Up Period The parties acknowledge that Customer will phase in its demand over the initial construction and commissioning period of the Campus. Building A is anticipated to reach substantial completion on or about August 1, 2027, with Buildings B through D anticipated to reach substantial completion on or about November 1, 2027. Accordingly, during the first eighteen (18) months following the Commen

Section 3.5 — Power Factor (a) Customer shall maintain a power factor of not less than 0.95 lagging at the Delivery Point at all times during the Term. Customer acknowledges that low power factor conditions increase VPC's system losses and reduce the effective capacity of the Substation and line extension facilities. (b) If, during any Billing Period, the power factor at the Delivery Point falls below 0.95 lagging, V

Section 3.6 — Redundancy and Service Reliability (a) VPC shall design and construct the Substation and interconnection facilities in a manner consistent with Good Utility Practice and all applicable NERC reliability standards and PJM requirements. The Substation and transmission line extension shall be designed to provide a dual-feed configuration from VPC's 230kV transmission system, thereby providing redundant supp

Section 3.7 — Backup Power (a) Customer shall be solely responsible for the provision, installation, operation, maintenance, and fueling of all backup and emergency power generation equipment at the Campus. Customer acknowledges that VPC is not an insurer of uninterrupted electric service, and Customer shall not rely on VPC as the sole source of power for critical IT operations. (b) Customer represents that each data

ARTICLE 4 — SUBSTATION AND INFRASTRUCTURE

Section 4.1 — Construction of Substation (a) VPC shall design, procure, and construct the dedicated 230kV/34.5kV Substation on the Meridian Parcel, in accordance with the terms and conditions of the Easement Agreement and the Line Extension Funding Agreement. The Substation shall be designed to serve the full Contracted Demand of 120 MVA and shall include all necessary transformers, switchgear, protective relaying, c

Section 4.2 — Target Energization Date (a) The target Energization Date for the Substation is June 1, 2027. VPC shall use commercially reasonable efforts to achieve the target Energization Date, subject to timely receipt of the Line Extension Contribution payments, timely granting of the easement and all necessary permits and approvals, and the absence of Force Majeure events or other delays beyond VPC's reasonable c

Section 4.3 — Delivery Point Specifications (a) The Delivery Point is defined and depicted in Exhibit B attached hereto, together with a single-line electrical diagram showing the configuration of the interconnection between VPC's facilities and Customer's facilities. (b) VPC shall install revenue-grade metering equipment at the Delivery Point in accordance with Section 6.1. (c) Ownership Demarcation. VPC shall own,

Section 4.4 — Line Extension (a) VPC shall design and construct an extension of its transmission system from its existing 230 kV facilities to the Substation location on the Meridian Parcel. The line extension shall be designed to provide a dual-feed configuration from VPC's 230 kV transmission network in accordance with Section 3.6. (b) The line extension shall be funded by Customer's Line Extension Contribution of

Section 4.5 — Easement (a) Customer hereby grants to VPC, and VPC hereby accepts, a non-exclusive easement on a portion of the Meridian Parcel (Loudoun County Tax Map Reference /95-4A-2///) for the purpose of constructing, installing, operating, maintaining, repairing, replacing, and removing the Substation and related facilities, as set forth in the Substation Easement Agreement executed or to be executed contempora

Section 5.1 — Demand Charge Customer shall pay to VPC a monthly Demand Charge for electric service under this Agreement, calculated by multiplying the applicable Demand Charge rate by the Billing Demand for the applicable Billing Period, as follows: (a) Years 1 through 5 (from the Commencement Date). During the first five (5) years following the Commencement Date, the Demand Charge rate shall be Eight Dollars and For

Section 5.2 — Energy Charge (a) In addition to the Demand Charge, Customer shall pay to VPC a monthly Energy Charge for all electric energy consumed at the Campus during the applicable Billing Period. The Energy Charge shall be calculated as an at-cost pass-through based on the PJM day-ahead locational marginal pricing ("LMP") applicable to the VPC load zone (or the applicable pricing node designated by PJM for VPC's

Section 5.3 — Transmission and Ancillary Service Charges (a) Customer shall be responsible for its pro rata share of all PJM transmission charges, capacity charges, and ancillary service charges allocable to Customer's load, as determined by PJM's applicable tariffs and settlement procedures. Such charges shall be passed through to Customer at cost, without markup by VPC. (b) VPC shall separately itemize all transmis

Section 5.4 — Taxes and Assessments (a) Customer shall be responsible for all applicable federal, state, and local taxes, fees, surcharges, and governmental assessments imposed on or with respect to the electric service provided under this Agreement, including without limitation sales and use taxes, utility consumption taxes, franchise fees, and any other taxes or assessments levied by governmental authorities. VPC s

Section 5.5 — Rate Adjustment (a) VPC may petition the Virginia State Corporation Commission ("SCC") for a general rate adjustment applicable to VPC's large load customer class (Schedule LLS — Large Load Service) or its customer base generally. Any rate adjustment approved by the SCC shall apply to Customer's service prospectively from the effective date of such SCC-approved rate adjustment, in accordance with the te

ARTICLE 6 — METERING AND BILLING

Section 6.1 — Metering (a) VPC shall install, own, maintain, and operate revenue-grade metering equipment at the Delivery Point for the measurement of all electric energy and demand delivered to Customer. All metering equipment shall meet or exceed the accuracy standards applicable to revenue metering as specified by the American National Standards Institute ("ANSI") and VPC's applicable tariffs. (b) Metering shall b

Section 6.2 — Meter Reading and Data (a) VPC shall read the revenue meters at the Delivery Point on a monthly basis, in accordance with VPC's standard meter reading schedule. VPC may use automated meter reading or advanced metering infrastructure to obtain meter data remotely. (b) VPC shall provide Customer with electronic access to real-time and historical metering data through a secure web-based portal or comparabl

Section 6.3 — Billing (a) VPC shall issue monthly invoices to Customer within fifteen (15) business days following the end of each Billing Period. Each invoice shall itemize the following components: (i) Demand Charges, calculated in accordance with Section 5.1; (ii) Energy Charges, calculated in accordance with Section 5.2, including the weighted average LMP and total kWh consumed; (iii) Transmission and Ancillary S

Section 6.4 — Late Payment (a) Any amount not paid by Customer within the thirty (30)-day payment period specified in Section 6.3(b) shall bear interest from the due date until the date of actual payment at a rate equal to the lesser of (i) one and one-half percent (1.5%) per month (eighteen percent (18%) per annum) or (ii) the maximum rate permitted under the laws of the Commonwealth of Virginia. (b) If Customer fai

Section 6.5 — Billing Disputes (a) Customer may dispute any invoice, or any component thereof, by providing written notice to VPC within sixty (60) days of the date of the invoice in question. Such notice shall specify in reasonable detail the nature and amount of the dispute and the basis for Customer's objection. (b) Notwithstanding any pending billing dispute, Customer shall pay all undisputed amounts when due in

ARTICLE 7 — CONDITIONS PRECEDENT TO SERVICE

Section 7.1 — Customer Conditions VPC's obligation to provide electric service under this Agreement is subject to the satisfaction (or waiver by VPC) of each of the following conditions precedent: (a) VPC shall have received a fully executed original of the Substation Easement Agreement, granting VPC the easement rights on the Meridian Parcel necessary for the construction and operation of the Substation; (b) VPC sha

Section 7.2 — VPC Conditions Customer's obligation to commence payment of Demand Charges and Energy Charges is subject to the satisfaction (or waiver by Customer) of each of the following conditions precedent: (a) VPC shall have obtained all necessary permits, easements, rights-of-way, and governmental approvals for the construction and operation of the line extension and Substation, including any approvals required

Section 7.3 — Waiver of Conditions Either party may, in its sole discretion, waive any one or more of the conditions precedent set forth in Section 7.1 or Section 7.2 (as applicable to such party) by providing written notice of such waiver to the other party. No waiver of any condition precedent shall constitute a waiver of any other condition precedent, nor shall any such waiver constitute a waiver of any breach of

ARTICLE 8 — OBLIGATIONS OF CUSTOMER

Section 8.1 — Customer Facilities Customer shall be solely responsible, at Customer's cost and expense, for the design, procurement, construction, installation, operation, maintenance, repair, and replacement of all electrical infrastructure on Customer's side of the Delivery Point. Such Customer facilities include, without limitation, Customer's 34.5 kV switchgear, step-down transformers (34.5 kV to medium voltage),

Section 8.2 — Compliance with Laws Customer shall comply with all applicable federal, state, and local laws, ordinances, codes, rules, and regulations in the construction, operation, and maintenance of the Campus and Customer's electrical facilities, including without limitation the National Electrical Code ("NEC"), the National Electrical Safety Code ("NESC"), the Virginia Uniform Statewide Building Code, applicable

Section 8.3 — Access (a) Customer shall grant VPC and its authorized agents, employees, and contractors reasonable access to the Delivery Point and metering facilities located on or adjacent to Customer's property for the purposes of installation, inspection, maintenance, repair, replacement, testing, and meter reading of VPC's facilities and metering equipment. (b) Such access shall be subject to Customer's reasonab

Section 8.4 — Notification of Load Changes Customer shall provide VPC with at least ninety (90) days' prior written notice of any anticipated material change in Customer's electrical load, whether an increase or decrease, exceeding ten megavolt-amperes (10 MVA). Such notice shall include the anticipated magnitude, timing, and duration of the load change, and sufficient detail to enable VPC to assess the impact on VPC

Section 8.5 — Lender Requirements (a) Customer acknowledges that this Agreement may be collaterally assigned by Customer to Summit National Bank, N.A., as Administrative Agent, and the lenders under the Construction Loan Agreement (Reference No. CL-2025-VA-04418), pursuant to an Assignment of Contracts, Permits, and Approvals to be executed in connection with the Construction Loan Agreement. VPC hereby consents to su

ARTICLE 9 — OBLIGATIONS OF VPC

Section 9.1 — Service Obligation (a) VPC shall provide continuous electric service to Customer at the Delivery Point throughout the Term, in accordance with the terms and conditions of this Agreement and consistent with Good Utility Practice. VPC shall maintain the Substation, line extension facilities, and all VPC-owned equipment in good operating condition, in compliance with all applicable codes, standards, and re

Section 9.2 — Scheduled Maintenance (a) VPC shall provide Customer with at least thirty (30) days' advance written notice of any scheduled maintenance of the Substation, line extension facilities, or other VPC-owned equipment that may result in a reduction or interruption of electric service to the Campus. Such notice shall specify the anticipated start date and time, duration, and scope of the maintenance activity,

Section 9.3 — Emergency Interruptions (a) VPC may interrupt, reduce, or curtail electric service to the Campus without advance notice in the event of: (i) emergency conditions on VPC's system, including equipment failures, line breaks, or imminent safety hazards; (ii) system reliability events requiring immediate load shedding or service curtailment; (iii) directions or orders from PJM, the applicable transmission ow

Section 9.4 — Service Credits If VPC fails to achieve the 99.99% annual availability target set forth in Section 3.6(b) during any year of the Term (measured from each anniversary of the Commencement Date, and exclusive of Force Majeure events, PJM-directed curtailments, scheduled maintenance conducted in accordance with Section 9.2, and interruptions caused by Customer's facilities or actions), Customer shall be ent

ARTICLE 10 — REPRESENTATIONS AND WARRANTIES

Section 10.1 — Mutual Representations Each party represents and warrants to the other party, as of the Effective Date and as of the Commencement Date, as follows: (a) Such party is duly organized, validly existing, and in good standing under the laws of the jurisdiction of its organization, and is qualified to do business in the Commonwealth of Virginia. (b) Such party has full power and authority to execute, deliver

Section 10.2 — VPC Representations VPC further represents and warrants to Customer as follows: (a) VPC is a Virginia electric cooperative duly organized and in good standing under the Virginia Electric Cooperative Act, Va. Code § 56-209 et seq. (b) VPC holds all licenses, certificates, and permits necessary to provide electric service in its certificated service territory, including the service territory encompassing

Section 10.3 — Customer Representations Customer further represents and warrants to VPC as follows: (a) Customer is a Virginia limited liability company duly formed and in good standing under the laws of the Com