EQUITY CONTRIBUTION AGREEMENT
Dated as of October 15, 2025
by and between
RIDGELINE CAPITAL PARTNERS FUND IV, LP
a Delaware limited partnership
("Contributor" or "Ridgeline Fund IV")
and
IRONHAVEN DATA CENTERS LLC
a Delaware limited liability company
("IHDC" or the "Company")
________________________________________
Stonebridge Data Center Campus Loudoun County, Virginia
Total Equity Commitment: $210,000,000
________________________________________
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EQUITY CONTRIBUTION AGREEMENT
This EQUITY CONTRIBUTION AGREEMENT (this "Agreement") is made and entered into as of October 15, 2025 (the "Closing Date"), by and between Ridgeline Capital Partners Fund IV, LP, a Delaware limited partnership ("Contributor" or "Ridgeline Fund IV"), acting by and through its general partner, Ridgeline Capital Management LLC, a Delaware limited liability company, and Ironhaven Data Centers LLC, a Delaware limited liability company ("IHDC" or the "Company"). Ridgeline Fund IV and IHDC are each referred to herein individually as a "Party" and collectively as the "Parties."
RECITALS
WHEREAS:
A. IHDC is a limited liability company duly organized and validly existing under the laws of the State of Delaware, with its principal office located at 44680 Prentice Drive, Suite 200, Ashburn, Virginia 20147, engaged in the ownership and operation of data center facilities in Northern Virginia, and currently operating three existing data center facilities with a combined capacity of approximately 42 megawatts ("MW") of critical information technology ("IT") load;
B. Ridgeline Capital Partners Fund IV, LP is a limited partnership duly organized and validly existing under the laws of the State of Delaware, with approximately $3.8 billion in committed capital from its limited partners, managed by its general partner, Ridgeline Capital Management LLC, a Delaware limited liability company (the "General Partner"). Ridgeline Fund IV holds a ninety-two percent (92%) equity interest in IHDC through an intermediate holding entity, RCP Digital Holdings LLC, a Delaware limited liability company ("RCP Digital Holdings"). The remaining eight percent (8%) of the equity interests in IHDC is held by Ironhaven Management Incentive Pool LLC, a Delaware limited liability company;
C. IHDC is developing the Stonebridge Data Center Campus (the "Project"), a ground-up, purpose-built data center campus located at the intersection of Belmont Ridge Road and Stonebridge Boulevard in unincorporated Loudoun County, Virginia 20148, consisting of approximately 81.4 acres comprised of (i) the 62.0-acre parcel identified as Loudoun County Tax Map Reference /95-4A-1/// (the "Stonebridge Parcel") and (ii) the 19.4-acre parcel identified as Loudoun County Tax Map Reference /95-4A-2/// (the "Meridian Parcel"), with a total designed capacity of 96 MW of critical IT load across four data center buildings designated as Buildings A, B, C, and D (each with a designed capacity of 24 MW and approximately 120,000 square feet of gross floor area, for a total gross floor area of approximately 480,000 square feet);
D. The total Project budget (the "Total Project Budget" or "Budget") is Six Hundred Million Dollars ($600,000,000), encompassing the following major cost categories: (i) land acquisition costs of $77,900,000; (ii) entitlements, proffers, and soft costs of $14,200,000; (iii) engineering, procurement, and construction ("EPC") hard costs of $412,000,000; (iv) power infrastructure costs of $61,000,000; and (v) contingency and reserves of $34,900,000, all as more particularly set forth in Exhibit A hereto;
E. IHDC has formed (or will form prior to the initial advance under the Construction Loan) Stonebridge Campus Holdings LLC, a to-be-formed single-purpose Virginia limited liability company to be wholly owned by IHDC (the "Borrower"), for the purpose of acquiring the Project parcels, entering into the construction financing described below, entering into the EPC contract for the construction of the Project, entering into power supply agreements, and developing the Project in accordance with the approved Budget;
F. The Borrower has entered into or will enter into a Construction Loan Agreement (the "Loan Agreement") with Summit National Bank, N.A., in its capacity as Administrative Agent and Lead Arranger (the "Administrative Agent"), Cascade Commercial Lending Corp., and Harborview Trust Company (collectively, the "Lenders"), providing for a Three Hundred Ninety Million Dollar ($390,000,000) senior secured construction loan facility (the "Construction Loan"), referenced as Summit Loan Commitment Reference: CL-2025-VA-04418. The Construction Loan represents sixty-five percent (65.0%) of the Total Project Budget, and equity contributions represent thirty-five percent (35.0%) thereof;
G. As a condition precedent to the initial advance under the Construction Loan, the Lenders require that the Borrower (through IHDC and Ridgeline Fund IV) contribute a minimum of twenty-five percent (25%) of the total equity commitment, equal to Fifty-Two Million Five Hundred Thousand Dollars ($52,500,000), prior to the first draw under the Construction Loan (the "First Draw Equity Minimum");
H. Ridgeline Fund IV desires to commit to fund Two Hundred Ten Million Dollars ($210,000,000) in equity contributions to IHDC (for downstream contribution to the Borrower) to finance the Project, and IHDC desires to accept such commitment, in each case on the terms and subject to the conditions set forth herein; and
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 sufficiency of which are hereby acknowledged, the Parties agree as follows:
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 Floor, McLean, Virginia 22102.
"Affiliate" means, with respect to any Person, any other Person that directly or indirectly controls, is controlled by, or is under common control with such Person. For purposes of this definition, "control" (including the terms "controlling," "controlled by," and "under common control with") means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract, or otherwise.
"Agreement" means this Equity Contribution Agreement, as it may be amended, restated, supplemented, or otherwise modified from time to time in accordance with its terms.
"Borrower" means Stonebridge Campus Holdings LLC, a Virginia limited liability company to be wholly owned by IHDC, formed as a single-purpose entity for the purpose of owning, developing, and operating the Project.
"Budget" means the approved Project budget of Six Hundred Million Dollars ($600,000,000), as set forth in Exhibit A attached hereto, as such budget may be amended from time to time in accordance with Section 7.1 of this Agreement.
"Business Day" means any day other than a Saturday, Sunday, or a day on which commercial banks in the Commonwealth of Virginia or the State of New York are authorized or required by law to close.
"Capital Call" means a written request from IHDC to Ridgeline Fund IV requesting funding of a portion of the Equity Commitment in accordance with Article III of this Agreement.
"Capital Call Notice" means the written notice delivered by IHDC to Ridgeline Fund IV in connection with a Capital Call, substantially in the form attached hereto as Exhibit B.
"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 LLC) ceasing to hold at least fifty-one percent (51%) of the equity interests in the Borrower or IHDC, which definition shall be consistent with the corresponding definition set forth in the Loan Agreement.
"Closing Date" means the date of execution and delivery of this Agreement by both Parties.
"Completion Guaranty" means the Completion Guaranty delivered by IHDC in favor of the Administrative Agent in connection with the Loan Agreement, pursuant to which IHDC guarantees the lien-free completion of the Project in accordance with the Budget, the plans and specifications, and the terms of the Loan Agreement.
"Construction Loan" means the Three Hundred Ninety Million Dollar ($390,000,000) senior secured construction loan facility made available to the Borrower under the Loan Agreement.
"Contributor" means Ridgeline Capital Partners Fund IV, LP, a Delaware limited partnership.
"EPC Agreement" means the Guaranteed Maximum Price Engineering, Procurement, and Construction Agreement entered into or to be entered into between the Borrower and Titan-McAllister Construction Group, LLC, providing for the design and construction of the Project for a guaranteed maximum price ("GMP") of Four Hundred Twelve Million Dollars ($412,000,000).
"Equity Commitment" means Two Hundred Ten Million Dollars ($210,000,000), representing the aggregate amount Ridgeline Fund IV has committed to contribute to IHDC (for downstream contribution to the Borrower) for the purpose of funding Project costs in accordance with the Budget.
"Equity Percentage" means thirty-five percent (35.0%) of the Total Project Budget.
"Final Completion" means "Final Completion" as defined in the EPC Agreement, which shall include the Substantial Completion of Buildings B, C, and D, and the satisfaction of all remaining punch-list items and close-out requirements, with a target date of November 1, 2027.
"First Draw Equity Minimum" means Fifty-Two Million Five Hundred Thousand Dollars ($52,500,000), being twenty-five percent (25%) of the total Equity Commitment of $210,000,000.
"Fund Documents" means the Amended and Restated Agreement of Limited Partnership of Ridgeline Capital Partners Fund IV, LP, together with all subscription agreements, side letters, and other ancillary documents governing the organization, operation, and administration of Ridgeline Fund IV.
"Funding Default" has the meaning set forth in Section 3.7 of this Agreement.
"General Partner" means Ridgeline Capital Management LLC, a Delaware limited liability company, in its capacity as the general partner of Ridgeline Fund IV.
"IHDC" means Ironhaven Data Centers LLC, a Delaware limited liability company.
"Initial Equity Contribution" means the portion of the Equity Commitment required to be funded prior to the first advance under the Construction Loan, in an amount not less than the First Draw Equity Minimum of Fifty-Two Million Five Hundred Thousand Dollars ($52,500,000).
"Lenders" means, collectively, (i) Summit National Bank, N.A., with a commitment of One Hundred Eighty Million Dollars ($180,000,000) (representing 46.15% of the Construction Loan), (ii) Cascade Commercial Lending Corp., with a commitment of One Hundred Thirty Million Dollars ($130,000,000) (representing 33.33% of the Construction Loan), and (iii) Harborview Trust Company, with a commitment of Eighty Million Dollars ($80,000,000) (representing 20.51% of the Construction Loan).
"LLSA" means the Large Load Service Agreement entered into or to be entered into between the Borrower and Vantage Power Cooperative for the provision of electrical service to the Project.
"Loan Agreement" means the Construction Loan Agreement among the Borrower, the Administrative Agent, and the Lenders, as the same may be amended, restated, supplemented, or otherwise modified from time to time.
"Loan-to-Cost Ratio" or "LTC Ratio" means, at any time of determination, the ratio of (i) the aggregate outstanding principal balance of the Construction Loan (plus any unfunded but committed amounts drawn on a pro forma basis in connection with the applicable draw request) to (ii) total Project costs incurred as of such date, which ratio shall not exceed sixty-five percent (65%) at any time.
"Managing Partner" means Julian Hargrove, in his capacity as Managing Partner of Ridgeline Capital Management LLC.
"Meridian Parcel" means the 19.4-acre parcel of real property located in Loudoun County, Virginia, identified as Loudoun County Tax Map Reference /95-4A-2///, acquired or to be acquired from Meridian Acres LLC for a purchase price of Nineteen Million Four Hundred Thousand Dollars ($19,400,000).
"Person" means any individual, corporation, limited liability company, partnership, joint venture, trust, unincorporated organization, governmental authority, or other entity.
"Project" means the Stonebridge Data Center Campus, as more particularly described in the Recitals and throughout this Agreement.
"Project Budget" or "Total Project Budget" means Six Hundred Million Dollars ($600,000,000), as set forth in the Budget attached hereto as Exhibit A.
"RCP Digital Holdings" means RCP Digital Holdings LLC, a Delaware limited liability company, which serves as the intermediate holding entity through which Ridgeline Fund IV holds its ninety-two percent (92%) equity interest in IHDC.
"Ridgeline Fund IV Investment ID" means the internal tracking reference assigned by Ridgeline Capital Management LLC to the Project investment: RCP-IV-2025-DC-07.
"Stonebridge Parcel" means the 62.0-acre parcel of real property located in Loudoun County, Virginia, identified as Loudoun County Tax Map Reference /95-4A-1///, acquired or to be acquired from Blackthorn Realty Group, Inc. for a purchase price of Fifty-Eight Million Five Hundred Thousand Dollars ($58,500,000).
"Substantial Completion" means "Substantial Completion" as defined in the EPC Agreement, with the following target dates: (i) Building A: August 1, 2027; and (ii) Buildings B, C, and D: November 1, 2027.
"Total Project Budget" means Six Hundred Million Dollars ($600,000,000).
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 Budget of Six Hundred Million Dollars ($600,000,000). The remaining sixty-five percent (65.0%) of the Total Project Budget shall be funded through the Construction Loan.
(c) Ridgeline Fund IV hereby confirms that it has sufficient available committed capital under the Fund Documents, with approximately $3.8 billion in total committed capital from its limited partners, to satisfy the Equity Commitment in full, and that no consent of its limited partners beyond that already obtained is required to fund the Equity Commitment contemplated hereby. The Ridgeline Fund IV Investment ID for this Project is RCP-IV-2025-DC-07.
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 contribution chain described in Section 2.2(a) shall promptly contribute downstream any amounts received pursuant to a Capital Call within two (2) Business Days of receipt of such amounts, without offset, deduction, or delay.
(c) IHDC shall ensure that all equity contributions ultimately received by the Borrower are deposited into the Borrower's equity account as designated in the Loan Agreement and maintained with the Administrative Agent or at such other depository institution as may be specified in the Loan Agreement. IHDC shall provide Ridgeline Fund IV with confirmation of each downstream contribution and deposit within one (1) Business Day following such deposit.
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 Fund IV hereby waives any defense based on the foregoing.
(b) The Equity Commitment constitutes a several obligation of Ridgeline Fund IV. Ironhaven Management Incentive Pool LLC, which holds the remaining eight percent (8%) equity interest in IHDC, is not a party to this Agreement and has no separate funding obligation with respect to the Equity Commitment or the Project under this Agreement. Nothing in this Agreement shall be deemed to impose any funding obligation on Ironhaven Management Incentive Pool LLC or its members.
(c) The commitment of Ridgeline Fund IV hereunder is independent of any obligation that Ridgeline Fund IV may have under the Fund Documents to call capital from its limited partners, and the failure of any limited partner of Ridgeline Fund IV to honor a capital call from the General Partner shall not relieve Ridgeline Fund IV of its obligation to fund the Equity Commitment in full under this Agreement.
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) Entitlements, proffers, and soft costs, in the aggregate amount of $14,200,000, including an estimated proffer payment of $2,400,000 (calculated at approximately $5.00 per square foot of gross floor area multiplied by 480,000 square feet);
(iii) EPC hard costs under the GMP established in the EPC Agreement, in the aggregate amount of $412,000,000;
(iv) Power infrastructure costs, in the aggregate amount of $61,000,000, including an $18,500,000 line extension contribution to Vantage Power Cooperative for the construction of a dedicated 230kV/34.5kV substation on the Meridian Parcel;
(v) Contingency and reserves, in the aggregate amount of $34,900,000;
(vi) Arrangement fees payable to the Lenders, in the aggregate amount of $3,900,000 (being 1.00% of the $390,000,000 Construction Loan commitment);
(vii) Interest carry, commitment fees, and other carrying costs during the construction period; and
(viii) Such other Project costs as are consistent with the Budget and approved by IHDC.
(b) Equity contributions shall not be used for distributions to equity holders of IHDC or the Borrower, management fees payable to IHDC or its Affiliates (unless included as approved line items in the Budget), or any purpose unrelated to the development and construction of the Project, in each case without the prior written consent of the Administrative Agent and Ridgeline Fund IV.
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 which such equity contribution is required to be funded.
(b) Each Capital Call Notice shall be substantially in the form attached hereto as Exhibit B and shall specify the following:
(i) The aggregate amount of the Capital Call;
(ii) The purpose and intended use of the requested funds, with reference to the applicable Budget line items set forth in Exhibit A;
(iii) The required funding date;
(iv) Wire transfer instructions for the Borrower's equity account, including the name and address of the depository institution, ABA routing number, account name, and account number;
(v) A certification of the aggregate Equity Commitment funded to date and the remaining unfunded balance of the Equity Commitment;
(vi) A certification that, after giving effect to the requested Capital Call and any concurrent Construction Loan draw, the Loan-to-Cost Ratio will not exceed sixty-five percent (65%); and
(vii) Such other information as may be reasonably required by Ridgeline Fund IV or the Administrative Agent.
(c) Each Capital Call Notice shall be accompanied by supporting documentation reasonably sufficient to confirm the purpose and amount of the requested contribution, including copies of invoices, draw requests, payment applications, or other evidence of Project costs.
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. The Parties acknowledge that any failure to fund a Capital Call in a timely manner may result in a failure to satisfy conditions precedent to Construction Loan draws, delays in construction progress, and other material adverse consequences for the Project.
(c) Ridgeline Fund IV shall fund all Capital Calls by wire transfer of immediately available funds to the account designated in the applicable Capital Call Notice, in United States Dollars, without any deduction, setoff, or withholding.
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"), representing twenty-five percent (25%) of the total Equity Commitment of $210,000,000.
(b) IHDC shall deliver the Capital Call Notice for the Initial Equity Contribution not less than fifteen (15) Business Days prior to the anticipated date of the first advance under the Construction Loan. The Parties acknowledge that this extended notice period is necessary to permit Ridgeline Fund IV to call capital from its limited partners and to coordinate the flow of funds through the intermediate entities.
(c) The Initial Equity Contribution shall be used to fund the following Project costs:
(i) Land acquisition closing costs, including the balance of the purchase price for the Stonebridge Parcel ($58,500,000 less earnest money deposits previously funded in the amount of $2,925,000) and the balance of the purchase price for the Meridian Parcel ($19,400,000 less earnest money deposits previously funded in the amount of $970,000);
(ii) Title insurance premiums payable to Sovereign Title Insurance Company (through Fidelitas Title & Escrow, Inc., as title agent);
(iii) Recording fees and documentary transfer taxes payable in connection with the recordation of deeds and deeds of trust in the Loudoun County Circuit Court Clerk's Office;
(iv) Initial entitlement costs, including application fees, consultant fees, and legal fees associated with the ZMOD application (expected Docket No. ZMOD-2025-0038);
(v) Initial soft costs, including architectural and engineering fees, environmental assessment costs, and geotechnical investigation costs; and
(vi) Such other pre-construction costs as are consistent with the Budget.
(d) The Parties acknowledge that the funding of the Initial Equity Contribution in the amount of the First Draw Equity Minimum is a condition precedent to the initial advance under the Construction Loan, and the failure to fund the Initial Equity Contribution may result in the Lenders' refusal to close or fund the Construction Loan.
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 and shall be measured as of the date of each Construction Loan draw, after giving effect to both the equity contribution and the Construction Loan draw being made concurrently.
(b) Each requisition submitted by the Borrower to the Administrative Agent under the Loan Agreement for a Construction Loan draw shall be accompanied by evidence satisfactory to the Administrative Agent that the corresponding pro rata equity has been funded or is being concurrently funded by Ridgeline Fund IV.
(c) The Parties acknowledge that the Loan Agreement requires compliance with a Loan-to-Cost Ratio covenant of not more than sixty-five percent (65%) at all times, and the draw sequencing provisions of this Section 3.4 are designed to ensure continuous compliance with such covenant. A detailed estimated draw sequencing schedule is set forth in Exhibit C attached hereto, provided that the actual timing and amounts of equity contributions and Construction Loan draws will depend on the pace of construction, the timing of EPC progress payment applications, and the actual expenditure of Budget amounts.
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-Cost Ratio covenant or an event of default under the Loan Agreement; or
(iii) More frequent Capital Calls are otherwise agreed to by Ridgeline Fund IV in writing.
(b) IHDC shall use commercially reasonable efforts to aggregate Capital Calls and to coordinate the timing of Capital Calls with the construction draw schedule to minimize the administrative burden on Ridgeline Fund IV and its limited partners.
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 Commitment of $210,000,000 shall be subject to a separate agreement between the Parties, and Ridgeline Fund IV shall not be obligated under this Agreement to fund any amount in excess of the Equity Commitment.
(c) Ridgeline Fund IV shall have the right, but not the obligation, to fund cost overruns in excess of the Equity Commitment on terms to be agreed by the Parties in good faith.
(d) Notwithstanding the foregoing, if a cost overrun would cause the Loan-to-Cost Ratio to exceed sixty-five percent (65%), additional equity must be contributed to maintain covenant compliance. In such event, to the extent that Ridgeline Fund IV has unfunded Equity Commitment remaining, IHDC may issue a Capital Call for such additional equity in accordance with this Article III.
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 permitted by applicable law, calculated on the basis of a 360-day year and actual days elapsed, commencing on the required funding date and continuing until the unfunded amount is paid in full;
(ii) Specific Performance. IHDC shall have the right to enforce the Equity Commitment by seeking specific performance, and Ridgeline Fund IV hereby acknowledges and agrees that the Equity Commitment is a unique obligation, that monetary damages alone would be inadequate to compensate IHDC for a Funding Default, and that IHDC shall be entitled to seek and obtain specific performance of Ridgeline Fund IV's funding obligations hereunder without the necessity of posting a bond or other security;
(iii) Loan Agreement Cross-Default. A Funding Default shall constitute an event of default under the Loan Agreement if it results in (A) a failure to satisfy a condition precedent to a Construction Loan draw, (B) a violation of the Loan-to-Cost Ratio covenant, or (C) any other default or event of default under the Loan Agreement;
(iv) Dilution. Ridgeline Fund IV's governance and economic rights under the IHDC operating agreement may be diluted as set forth in Section 8.3 of this Agreement; and
(v) Other Remedies. IHDC shall be entitled to exercise all other rights and remedies available at law or in equity, including the recovery of damages, costs, and expenses (including reasonable attorneys' fees) incurred as a result of the Funding Default.
(b) The rights and remedies set forth in this Section 3.7 shall be cumulative and not exclusive, and the exercise of any right or remedy shall not preclude the exercise of any other right or remedy available hereunder or at law or in equity.
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 Stonebridge Campus Holdings LLC as a limited liability company organized under the laws of the Commonwealth of Virginia and execution and delivery of its operating agreement, in form and substance satisfactory to the Administrative Agent;
(d) Delivery to each Party and the Administrative Agent of a duly executed Board/Member Consent Resolution of IHDC authorizing the Project, the execution and delivery of this Agreement, and the transactions contemplated hereby;
(e) Delivery to each Party and the Administrative Agent of a Secretary's Certificate (or equivalent officer's certificate) of IHDC, certifying (i) the incumbency and specimen signatures of Marcus Thorne, Chief Executive Officer, and Priya Dasgupta, Chief Financial Officer, (ii) the certificate of formation and operating agreement of IHDC (and all amendments thereto), and (iii) the good standing of IHDC in Delaware and Virginia; and
(f) Delivery to IHDC and the Administrative Agent of a certificate from Ridgeline Capital Management LLC, as General Partner of Ridgeline Fund IV, confirming (i) the authority of Ridgeline Fund IV to enter into this Agreement and perform its obligations hereunder, (ii) the available committed capital of Ridgeline Fund IV and the sufficiency thereof to satisfy the Equity Commitment, and (iii) the incumbency and specimen signature of Julian Hargrove as Managing Partner.
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 failure to fund the Capital Call then being requested);
(b) The representations and warranties of IHDC set forth in Section 5.2 of this Agreement remain true and correct in all material respects as of the required funding date, with the same effect as though made on and as of such date (except to the extent that any such representation or warranty expressly relates to an earlier date, in which case it shall be true and correct in all material respects as of such earlier date);
(c) No event of default, or event that with the giving of notice, lapse of time, or both would constitute an event of default, has occurred and is continuing under the Loan Agreement;
(d) The Capital Call Notice has been properly and timely delivered by IHDC in accordance with Section 3.1 of this Agreement, together with all required certifications and supporting documentation;
(e) The aggregate amount of the requested Capital Call, together with all prior equity contributions funded by Ridgeline Fund IV under this Agreement, does not exceed the Equity Commitment of Two Hundred Ten Million Dollars ($210,000,000);
(f) After giving effect to the requested Capital Call and any concurrent Construction Loan draw, the Loan-to-Cost Ratio will not exceed sixty-five percent (65%); and
(g) No Change of Control has occurred with respect to IHDC, the Borrower, or Ridgeline Fund IV (as defined in Section 7.5 of this Agreement) without the requisite consents.
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 requisite partnership power and authority to own its properties and assets and to carry on its business as presently conducted. Ridgeline Fund IV is managed by its General Partner, Ridgeline Capital Management LLC, a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware.
(b) Authority. The execution, delivery, and performance by Ridgeline Fund IV of this Agreement have been duly authorized by all necessary partnership action on the part of Ridgeline Fund IV, including all necessary authorizations by Ridgeline Capital Management LLC, as General Partner. No further approval, consent, or authorization by any partner of Ridgeline Fund IV, any member or manager of the General Partner, or any other Person is required for the execution, delivery, and performance of this Agreement, except as has already been obtained.
(c) Available Capital. Ridgeline Fund IV has approximately $3.8 billion in committed capital from its limited partners under the Fund Documents and has sufficient uncalled capital commitments from such limited partners to satisfy the full Equity Commitment of Two Hundred Ten Million Dollars ($210,000,000). As of the Closing Date, no event has occurred that would materially impair the ability of Ridgeline Fund IV to call capital from its limited partners in the amounts necessary to satisfy the Equity Commitment.
(d) No Conflicts. The execution, delivery, and performance by Ridgeline Fund IV of this Agreement do not and will not (i) violate, conflict with, or result in a breach of the Fund Documents or any organizational document of Ridgeline Fund IV or the General Partner, (ii) violate any applicable law, rule, regulation, order, judgment, or decree binding upon Ridgeline Fund IV, or (iii) result in a breach of, constitute a default under, or give rise to any right of termination, acceleration, or cancellation under any material agreement, instrument, or obligation to which Ridgeline Fund IV is a party or by which it is bound.
(e) Enforceability. This Agreement constitutes the legal, valid, and binding obligation of Ridgeline Fund IV, enforceable against Ridgeline Fund IV in accordance with its terms, subject only to applicable bankruptcy, insolvency, reorganization, moratorium, and similar laws affecting creditors' rights generally and to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).
(f) Investment Intent. Ridgeline Fund IV is acquiring its indirect interest in the Borrower for its own account, for investment purposes only, and not with a view to the distribution thereof in violation of the Securities Act of 1933, as amended, or any applicable state securities laws. Ridgeline Fund IV is an "accredited investor" as defined in Rule 501(a) of Regulation D under the Securities Act.
(g) Investment ID. The Ridgeline Fund IV Investment ID for this Project, as assigned by the General Partner, is RCP-IV-2025-DC-07.
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 good standing in the Commonwealth of Virginia. IHDC has Virginia State Corporation Commission Entity ID S7491283 and Employer Identification Number 84-3291057. IHDC has all requisite limited liability company power and authority to own its properties and assets, to carry on its business as presently conducted, and to enter into and perform its obligations under this Agreement.
(b) Authority. The execution, delivery, and performance by IHDC of this Agreement have been duly authorized by all necessary limited liability company action, including the consent of RCP Digital Holdings LLC (as the holder of a ninety-two percent (92%) membership interest in IHDC), in accordance with the terms of the operating agreement of IHDC. No further approval, consent, or authorization by any member, manager, or officer of IHDC, or any other Person, is required for the execution, delivery, and performance of this Agreement, except as has already been obtained.
(c) Borrower. Stonebridge Campus Holdings LLC has been or will be duly formed as a limited liability company organized under the laws of the Commonwealth of Virginia, wholly owned by IHDC, and will at all times be operated as a single-purpose entity in accordance with the separateness covenants and related requirements set forth in the Loan Agreement and the operating agreement of Stonebridge Campus Holdings LLC. IHDC shall cause Stonebridge Campus Holdings LLC to comply with all such requirements at all times during the term of this Agreement.
(d) Project. The Project consists of the Stonebridge Data Center Campus, a data center campus with a designed capacity of 96 MW of critical IT load on approximately 81.4 acres, consisting of four data center buildings (Buildings A, B, C, and D, each with a designed capacity of 24 MW and approximately 120,000 square feet of gross floor area, for a total gross floor area of approximately 480,000 square feet). The Project will be developed on the Stonebridge Parcel and the Meridian Parcel, as more particularly described in the Recitals and in Exhibit A hereto.
(e) Budget. The approved Project Budget of Six Hundred Million Dollars ($600,000,000), as set forth in Exhibit A, is a reasonable and good faith estimate of the total costs expected to be incurred in connection with the acquisition of the Project parcels, the design, construction, and completion of the Project, and the procurement of power infrastructure, in each case based on information available to IHDC as of the Closing Date.
(f) Capital Stack. The capital stack for the Project consists of (i) Two Hundred Ten Million Dollars ($210,000,000) in equity contributions from Ridgeline Fund IV (representing 35.0% of the Total Project Budget) and (ii) Three Hundred Ninety Million Dollars ($390,000,000) in senior secured construction debt under the Construction Loan (representing 65.0% of the Total Project Budget).
(g) No Conflicts. The execution, delivery, and performance by IHDC of this Agreement do not and will not (i) violate, conflict with, or result in a breach of the certificate of formation, operating agreement, or any other organizational document of IHDC, (ii) violate any applicable law, rule, regulation, order, judgment, or decree binding upon IHDC, or (iii) result in a breach of, constitute a default under, or give rise to any right of termination, acceleration, or cancellation under any material agreement, instrument, or obligation to which IHDC is a party or by which it is bound.
(h) Enforceability. This Agreement constitutes the legal, valid, and binding obligation of IHDC, enforceable against IHDC in accordance with its terms, subject only to applicable bankruptcy, insolvency, reorganization, moratorium, and similar laws affecting creditors' rights generally and to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).
(i) Litigation. As of the Closing Date, there are no actions, suits, proceedings, investigations, or claims pending or, to the knowledge of IHDC, threatened against IHDC, the Borrower, or the Project that would, individually or in the aggregate, reasonably be expected to have a material adverse effect on IHDC's ability to perform its obligations under this Agreement or to develop, construct, or operate the Project.
(j) Key Personnel. Marcus Thorne (Chief Executive Officer), Priya Dasgupta (Chief Financial Officer), and Leonard Castellano (Executive Vice President, Development) are actively engaged in the management of IHDC and the development and oversight of the Project, and IHDC has no present intention to replace or reassign any of such individuals during the development and construction period.
(k) Environmental. Phase I Environmental Site Assessments are being conducted by Pendleton Environmental Associates, Inc. (Dr. Renata Volkov, Project Manager) on both the Stonebridge Parcel and the Meridian Parcel in accordance with ASTM Standard Practice E1527-21. A Phase II Environmental Site Assessment has been authorized for the northwest quadrant of the Stonebridge Parcel (an area of approximately 4.2 acres) to investigate potential residual pesticide contamination associated with former agricultural use of the property. To the knowledge of IHDC, no other recognized environmental conditions have been identified on either parcel, except as disclosed in the Phase I Environmental Site Assessments or otherwise disclosed to the Lenders.
ARTICLE VI — COVENANTS
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 the application of all equity contributions to specific Budget line items and shall make such records available to Ridgeline Fund IV and the Administrative Agent upon reasonable request.
(b) Reporting. Provide Ridgeline Fund IV with the following reports and information, in each case in such detail and format as Ridgeline Fund IV may reasonably request:
(i) Monthly construction progress reports, including updates from Kestrel Infrastructure Advisors, LLC (the owner's representative for the Project, engagement lead Diane Prescott), covering the status of construction activities, schedule variances, change order activity, budget tracking, and quality assurance matters, to be delivered within fifteen (15) days following the end of each calendar month;
(ii) Quarterly financial statements for IHDC and the Borrower, prepared by Fielding & Associates, CPAs (Robert Fielding, CPA), in accordance with generally accepted accounting principles, to be delivered within forty-five (45) days following the end of each fiscal quarter;
(iii) Copies of all draw requests submitted by the Borrower to the Administrative Agent under the Loan Agreement, together with all supporting documentation, to be delivered concurrently with submission to the Administrative Agent;
(iv) Copies of all material correspondence with the Lenders, Titan-McAllister Construction Group, LLC (the EPC contractor), and Vantage Power Cooperative (the power provider under the LLSA), promptly upon dispatch or receipt;
(v) Prompt written notice (and in any event within three (3) Business Days) of any event of default (or event that with the giving of notice, lapse of time, or both would constitute an event of default) under the Loan Agreement, the EPC Agreement, or the LLSA;
(vi) Annual audited financial statements for IHDC and the Borrower, audited by an independent certified public accounting firm of national or regional reputation, to be delivered within one hundred twenty (120) days following the end of each fiscal year;
(vii) Updated Budget and cost-to-complete reports, including any Budget amendments or reallocations, at least quarterly or more frequently if material changes occur; and
(viii) Title and survey status updates, including title pro forma updates and endorsement status, from Fidelitas Title & Escrow, Inc. and Sovereign Title Insurance Company, promptly upon receipt.
(c) Compliance. Comply in all material respects with all terms and conditions of the Loan Agreement, the EPC Agreement, the LLSA, and all applicable federal, state, and local laws, rules, regulations, ordinances, permits, and orders, including without limitation all zoning, building, environmental, and health and safety requirements applicable to the Project.
(d) Insurance. Maintain, or cause the Borrower to maintain, insurance coverage as required by the Loan Agreement, the EPC Agreement, and applicable law, including without limitation (i) builder's risk insurance covering the full replacement cost of the Project improvements (currently $412,000,000) through Great Basin Surety & Insurance Corp., with a deductible of not more than $250,000 per occurrence, (ii) directors and officers liability insurance in an amount of not less than $10,000,000 through Clearwater Specialty Underwriters, Inc., and (iii) any owner-controlled insurance program ("OCIP") required by the EPC Agreement. All insurance placements shall be coordinated through Northgate Insurance Brokerage, LLC (William Keane, Account Executive), and IHDC shall provide Ridgeline Fund IV with copies of all insurance policies, binders, and certificates of insurance promptly upon issuance or renewal.
(e) Entity Maintenance. Maintain Stonebridge Campus Holdings LLC as a single-purpose entity in compliance with the separateness covenants set forth in the Loan Agreement and the operating agreement of Stonebridge Campus Holdings LLC, including requirements relating to separate books and records, separate bank accounts, adequate capitalization, arm's-length transactions, and avoidance of commingling of funds and assets.
(f) Access. Provide Ridgeline Fund IV (and its authorized representatives, including its legal counsel, accountants, and financial advisors) with reasonable access, during normal business hours and upon reasonable prior notice, to (i) all books, records, and financial information of IHDC and the Borrower relating to the Project, (ii) the Project site, and (iii) the officers and key personnel of IHDC and the Borrower responsible for the management and development of the Project.