1043-00002 · Ironhaven Data Centers LLC · Equity & Sponsor

ridgeline-side-letter-draft.docx DOCUMENT Real Estate

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SIDE LETTER

Representations, Warranties, and Covenants of Ridgeline Capital Partners Fund IV, LP for the Benefit of Summit National Bank, N.A., as Administrative Agent

Draft — To be dated as of the Closing Date (Target: October 15, 2025)

Calderwood & Harkness LLP Matter No. 1043-00002

Summit Loan Commitment Reference: CL-2025-VA-04418

Ridgeline Fund IV Investment ID: RCP-IV-2025-DC-07

Summit National Bank, N.A. 1275 Avenue of Commerce, 12th Floor McLean, Virginia 22102

Attention: Karen Ellsworth, Managing Director, Real Estate Finance

Ladies and Gentlemen:

Reference is made to (i) that certain Construction Loan Agreement dated as of [●], 2025 (as may be amended, restated, supplemented, or otherwise modified from time to time, the "Loan Agreement"), among Stonebridge Campus Holdings LLC, a Virginia limited liability company (the "Borrower"), Summit National Bank, N.A., a nationally chartered commercial bank, in its capacity as administrative agent (in such capacity, the "Administrative Agent") for and on behalf of itself and the several financial institutions party thereto as lenders (collectively, the "Lenders"), and each of the Lenders, providing for a senior secured construction loan facility in the aggregate principal amount of Three Hundred Ninety Million Dollars ($390,000,000) (the "Loan"), and (ii) that certain Equity Contribution Agreement, dated as of or about the date hereof, between Ridgeline Capital Partners Fund IV, LP, a Delaware limited partnership ("Ridgeline Fund IV" or the "Sponsor"), and Ironhaven Data Centers LLC, a Delaware limited liability company ("IHDC" or the "Guarantor"), pursuant to which Ridgeline Fund IV has committed to fund Two Hundred Ten Million Dollars ($210,000,000) in equity for the Project (as defined below), representing thirty-five percent (35.0%) of total project costs (the "Equity Contribution Agreement").

The Lenders under the Loan Agreement and their respective commitments are as follows:

This side letter (this "Side Letter") is delivered by Ridgeline Capital Partners Fund IV, LP, acting through its sole general partner, Ridgeline Capital Management LLC, a Delaware limited liability company (the "General Partner"), for the benefit of the Administrative Agent and the Lenders.

RECITALS

WHEREAS, the Loan has been made available to the Borrower in connection with the development, construction, and equipping of the Stonebridge Data Center Campus (the "Project"), an approximately 96 MW critical IT load data center campus situated on approximately 81.4 acres in Loudoun County, Virginia, comprising (a) the Stonebridge Parcel, consisting of approximately 62.0 acres, identified on the Loudoun County Tax Map as Reference /95-4A-1///, and (b) the Meridian Parcel, consisting of approximately 19.4 acres, identified on the Loudoun County Tax Map as Reference /95-4A-2///, with a total project budget of Six Hundred Million Dollars ($600,000,000);

WHEREAS, the Borrower is wholly owned by IHDC, which is headquartered at 44680 Prentice Drive, Suite 200, Ashburn, Virginia 20147, and which serves as the guarantor under both the Completion Guaranty and the Carry Guaranty delivered in connection with the Loan Agreement (collectively, the "Guaranties");

WHEREAS, Ridgeline Fund IV holds a ninety-two percent (92%) membership interest in IHDC through RCP Digital Holdings LLC, a Delaware limited liability company ("RCP Digital Holdings"), and the remaining eight percent (8%) membership interest in IHDC is held by Ironhaven Management Incentive Pool LLC, a Delaware limited liability company (the "Management Incentive Pool");

WHEREAS, the Administrative Agent has required, as a condition precedent to the closing of the Loan and the initial advance thereunder, the execution and delivery of this Side Letter by Ridgeline Fund IV, and Ridgeline Fund IV has agreed to deliver this Side Letter in order to induce the Administrative Agent and the Lenders to enter into the Loan Agreement and to make the Loan available to the Borrower; and

WHEREAS, Ridgeline Fund IV acknowledges that the Administrative Agent and the Lenders are relying upon the representations, warranties, and covenants set forth herein in connection with their decision to extend the Loan and to make advances thereunder.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Ridgeline Fund IV hereby agrees as follows:

Unless otherwise defined herein, capitalized terms used in this Side Letter shall have the meanings ascribed to such terms in the Loan Agreement.

SECTION 1: REPRESENTATIONS AND WARRANTIES

Ridgeline Fund IV hereby represents and warrants to the Administrative Agent, for its own benefit and for the benefit of each of the Lenders, as of the date hereof, and as of the date of each advance under the Loan Agreement (except to the extent any such representation or warranty expressly relates to a specific earlier date, in which case as of such earlier date), as follows:

1.1 Organization and Good Standing.

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 the limited partnership power and authority to own its assets, to carry on its business as presently conducted, and to execute, deliver, and perform its obligations under this Side Letter and the Equity Contribution Agreement. Ridgeline Capital Management LLC is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware, and is the sole general partner of Ridgeline Fund IV. Julian Hargrove serves as the Managing Partner of Ridgeline Capital Management LLC and is duly authorized to execute this Side Letter on behalf of Ridgeline Fund IV in such capacity. Ridgeline Fund IV is duly qualified or registered to do business in each jurisdiction where the nature of its business or the ownership of its assets requires such qualification, except where the failure to so qualify would not reasonably be expected to have a material adverse effect on its ability to perform its obligations hereunder.

1.2 Authorization and Enforceability.

The execution and delivery of this Side Letter by Ridgeline Fund IV, and the performance of its obligations hereunder, have been duly authorized by all necessary action on the part of Ridgeline Fund IV and its General Partner, including any approvals required under the limited partnership agreement of Ridgeline Fund IV or the operating agreement of the General Partner. No further consent, approval, authorization, or order of any court, governmental authority, regulatory body, or third party is required in connection with the execution, delivery, or performance of this Side Letter by Ridgeline Fund IV, except such as have already been obtained and are in full force and effect. This Side Letter constitutes the legal, valid, and binding obligation of Ridgeline Fund IV, enforceable against Ridgeline Fund IV in accordance with its terms, subject in each case to (a) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer, fraudulent conveyance, and similar laws affecting creditors' rights generally, and (b) general principles of equity, including principles of commercial reasonableness, good faith, and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity).

1.3 Fund Size and Committed Capital.

Ridgeline Fund IV has approximately Three Billion Eight Hundred Million Dollars ($3,800,000,000) in total committed capital from its limited partners, as reflected in its most recent books and records. Ridgeline Fund IV has sufficient uncommitted or available capital, taking into account existing commitments, reserves, and anticipated capital calls, to fund the equity commitments described in this Side Letter and in the Equity Contribution Agreement. No limitations, restrictions, or conditions exist under the limited partnership agreement of Ridgeline Fund IV or otherwise that would prevent or materially impair Ridgeline Fund IV's ability to call capital from its limited partners in amounts sufficient to satisfy such equity commitments, except for customary excuse and exclusion rights of individual limited partners, which do not, individually or in the aggregate, limit Ridgeline Fund IV's ability to fund the commitments contemplated herein.

1.4 Equity Commitment.

(a) Ridgeline Fund IV has committed, through RCP Digital Holdings LLC and IHDC, to contribute Two Hundred Ten Million Dollars ($210,000,000) in equity to the Project, representing thirty-five percent (35.0%) of the total project budget of Six Hundred Million Dollars ($600,000,000) (the "Equity Commitment"). The equity and debt capital structure for the Project is as follows:

(b) The Equity Commitment shall be funded in accordance with the terms and conditions of the Equity Contribution Agreement and the draw sequencing requirements set forth in the Loan Agreement, including, without limitation, the requirement that equity contributions be funded on a pari passu or equity-first basis as specified therein.

(c) Ridgeline Fund IV confirms that a minimum equity contribution of Fifty-Two Million Five Hundred Thousand Dollars ($52,500,000), representing twenty-five percent (25%) of the total Equity Commitment of $210,000,000, will be funded to or for the account of the Borrower prior to the date of the first advance under the Loan (the "Initial Equity Contribution"). The Initial Equity Contribution shall be evidenced by documentation reasonably satisfactory to the Administrative Agent, including wire transfer confirmations, bank statements, or other evidence of receipt by the Borrower or its designee.

(d) Ridgeline Fund IV represents that it has not taken any action, and is not aware of any circumstance, event, or condition (whether or not within its control), that would materially impair, hinder, delay, or prevent its ability to fund the full Equity Commitment of $210,000,000 in accordance with the Equity Contribution Agreement and this Side Letter.

1.5 Ownership Structure.

(a) Ridgeline Fund IV, through RCP Digital Holdings LLC, holds a ninety-two percent (92%) membership interest in Ironhaven Data Centers LLC. Ironhaven Data Centers LLC holds a one hundred percent (100%) membership interest in Stonebridge Campus Holdings LLC (the Borrower). The remaining eight percent (8%) membership interest in IHDC is held by Ironhaven Management Incentive Pool LLC. The ownership structure of the Borrower, as of the date hereof, is depicted as follows:

Ridgeline Capital Partners Fund IV, LP (92% of IHDC, indirect) → RCP Digital Holdings LLC (92% member of IHDC) → → Ironhaven Data Centers LLC (100% member of Borrower / Guarantor) → → → Stonebridge Campus Holdings LLC (Borrower)

Ironhaven Management Incentive Pool LLC (8% member of IHDC)

(b) No person or entity other than as described in clause (a) above holds any direct or indirect equity interest, option, warrant, convertible instrument, profit participation, or other ownership right in the Borrower or IHDC. There are no outstanding agreements, arrangements, or commitments that would result in any person or entity acquiring an equity interest in the Borrower or IHDC other than as disclosed herein, except for customary management incentive allocations under the operating agreement of IHDC.

(c) The following individuals serve in key management roles at IHDC: (i) Marcus Thorne, Chief Executive Officer; (ii) Priya Dasgupta, Chief Financial Officer; and (iii) Leonard Castellano, Executive Vice President, Development. Ridgeline Fund IV has no present intention to effect any material changes to the senior management team of IHDC during the construction period of the Project without prior notice to the Administrative Agent.

1.6 Net Worth and Financial Condition.

Ridgeline Fund IV represents that, as of its most recent fiscal quarter end, it possesses a net asset value sufficient to satisfy its obligations under this Side Letter and the Equity Contribution Agreement. There has been no material adverse change in the financial condition of Ridgeline Fund IV since the end of its most recent fiscal quarter that would materially impair its ability to satisfy its obligations hereunder. Ridgeline Fund IV shall, upon the reasonable request of the Administrative Agent (subject to the confidentiality provisions set forth in Section 5.10 hereof), provide to the Administrative Agent either (i) audited or unaudited financial statements of Ridgeline Fund IV, or (ii) a certificate executed by the General Partner certifying the net asset value of Ridgeline Fund IV and the amount of capital available for the Project, in each case in form and substance reasonably satisfactory to the Administrative Agent.

1.7 No Conflicts.

The execution and delivery of this Side Letter by Ridgeline Fund IV, and the performance of its obligations hereunder, do not and will not (a) violate, conflict with, or result in a breach of any provision of the limited partnership agreement of Ridgeline Fund IV, the operating agreement of the General Partner, or any organizational document of RCP Digital Holdings LLC or IHDC; (b) violate, conflict with, or result in a breach of, or constitute a default (or an event that, with the giving of notice or the passage of time or both, would constitute a default) under, any material agreement, instrument, mortgage, deed of trust, indenture, or other obligation to which Ridgeline Fund IV is a party or by which it or its assets may be bound; or (c) violate any applicable law, statute, rule, regulation, judgment, order, writ, injunction, or decree of any governmental authority having jurisdiction over Ridgeline Fund IV or its assets.

1.8 No Litigation.

There is no action, suit, investigation, litigation, arbitration, or governmental proceeding pending or, to the knowledge of Ridgeline Fund IV (after due inquiry of the General Partner and its senior officers), threatened against or affecting Ridgeline Fund IV, the General Partner, or any of their respective assets, before any court, arbitrator, or governmental authority, that (a) challenges or seeks to prevent, enjoin, or materially delay the transactions contemplated by this Side Letter or the Equity Contribution Agreement, or (b) could, if determined adversely, reasonably be expected to have a material adverse effect on Ridgeline Fund IV's ability to perform its obligations under this Side Letter or the Equity Contribution Agreement.

1.9 No Default.

No event of default or potential event of default exists under the Equity Contribution Agreement, and no event has occurred that, with the giving of notice or the passage of time (or both), would constitute an event of default under the Equity Contribution Agreement. Ridgeline Fund IV is in full compliance with all of its obligations under the Equity Contribution Agreement as of the date hereof.

1.10 ERISA. (a) The assets of Ridgeline Fund IV do not constitute "plan assets" within the meaning of Section 3(42) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), and the regulations promulgated thereunder by the United States Department of Labor at 29 C.F.R. Section 2510.3-101, as modified by Section 3(42) of ERISA, and accordingly, the transactions contemplated by this Side Letter and the Equity Contribution Agreement are not subject to the requirements of Part 4, Subtitle B, Title I of ERISA or Section 4975 of the Internal Revenue Code of 1986, as amended (the "Code").

(b) In the event that the assets of Ridgeline Fund IV are or become "plan assets" within the meaning described in clause (a) above, Ridgeline Fund IV represents that it will rely on one or more applicable exemptions from the prohibited transaction rules of ERISA and the Code, including, without limitation, Prohibited Transaction Class Exemption 84-14 (the "QPA Exemption"), Prohibited Transaction Class Exemption 91-38 (the "Bank Collective Investment Fund Exemption"), Prohibited Transaction Class Exemption 90-1 (the "Insurance Company Pooled Separate Account Exemption"), Prohibited Transaction Class Exemption 95-60 (the "Insurance Company General Account Exemption"), or Prohibited Transaction Class Exemption 96-23 (the "INHAM Exemption"), or Section 408(b)(17) of ERISA (the "Service Provider Exemption"), and that the conditions of such applicable exemption(s) have been or will be satisfied.

1.11 Anti-Money Laundering / Sanctions.

(a) Neither Ridgeline Fund IV, the General Partner, nor any of their respective directors, officers, employees, or, to the knowledge of Ridgeline Fund IV, any of their respective limited partners (to the extent that information regarding such limited partners is available to Ridgeline Fund IV pursuant to its know-your-customer and anti-money laundering procedures), is a person or entity (a "Sanctioned Person") that is the subject or target of any sanctions administered or enforced by the Office of Foreign Assets Control of the U.S. Department of the Treasury ("OFAC"), the U.S. Department of State, the United Nations Security Council, the European Union, Her Majesty's Treasury of the United Kingdom, or any other relevant sanctions authority (collectively, "Sanctions").

(b) Ridgeline Fund IV is in compliance in all material respects with all applicable anti-money laundering laws and regulations, including the Bank Secrecy Act, the USA PATRIOT Act of 2001 (Title III of Pub. L. No. 107-56), and all rules and regulations promulgated thereunder, and has implemented and maintains in effect policies and procedures reasonably designed to ensure compliance with all such applicable laws and regulations.

(c) No part of the equity contribution to be funded by Ridgeline Fund IV under the Equity Contribution Agreement or in connection with the Project constitutes or will constitute funds obtained in violation of any applicable anti-money laundering laws or Sanctions, and Ridgeline Fund IV shall not, directly or indirectly, use or permit the use of the proceeds of the Loan or any equity contribution in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any person in violation of any applicable anti-corruption laws, including the U.S. Foreign Corrupt Practices Act of 1977, as amended.

SECTION 2: COVENANTS

Ridgeline Fund IV hereby covenants and agrees as follows for the benefit of the Administrative Agent and each of the Lenders:

2.1 Maintenance of Ownership — Change of Control.

(a) Ridgeline Fund IV shall not, directly or indirectly, sell, transfer, pledge, encumber, hypothecate, assign, or otherwise dispose of (whether voluntarily, involuntarily, by operation of law, or otherwise) (any of the foregoing, a "Transfer") any equity interest in RCP Digital Holdings LLC or IHDC, or permit RCP Digital Holdings LLC to Transfer any equity interest in IHDC, or permit IHDC to Transfer any equity interest in the Borrower (Stonebridge Campus Holdings LLC), if such Transfer would result in Ridgeline Capital Partners Fund IV, LP (directly or indirectly) ceasing to hold at least fifty-one percent (51%) of the equity interests in the Borrower or the Guarantor (IHDC).

(b) Ridgeline Fund IV acknowledges and agrees that any Transfer that would result in a "Change of Control" (as defined in the Loan Agreement) shall constitute a mandatory prepayment event under the Loan Agreement. For purposes of this Side Letter, the term "Change of Control" shall have the meaning ascribed to such term in the Loan Agreement, which defines "Change of Control" as any Transfer or series of Transfers (whether in a single transaction or a series of related or unrelated transactions) resulting in Ridgeline Capital Partners Fund IV, LP (directly or indirectly) ceasing to hold at least fifty-one percent (51%) of the equity interests in the Borrower or the Guarantor.

(c) For the avoidance of doubt, the management incentive interests currently held by Ironhaven Management Incentive Pool LLC, representing eight percent (8%) of the membership interests in IHDC, shall not be deemed to dilute Ridgeline Fund IV's ninety-two percent (92%) indirect interest in IHDC for purposes of this covenant, provided that the aggregate percentage of the equity interests in IHDC held by Ridgeline Fund IV (through RCP Digital Holdings LLC) does not at any time fall below fifty-one percent (51%). Any issuance of additional membership interests in IHDC to the Management Incentive Pool or any other person that would cause Ridgeline Fund IV's indirect interest in IHDC to fall below fifty-one percent (51%) shall be subject to the prior written consent of the Administrative Agent.

(d) Nothing in this Section 2.1 shall prohibit internal transfers among vehicles controlled by Ridgeline Capital Management LLC, provided that (i) Ridgeline Capital Partners Fund IV, LP (directly or indirectly) continues to hold at least fifty-one percent (51%) of the equity interests in the Borrower and the Guarantor, (ii) the Administrative Agent receives at least fifteen (15) business days' prior written notice of any such internal transfer, and (iii) such transfer does not result in a violation of any other provision of this Side Letter or the Loan Agreement.

2.2 Equity Funding Obligation.

(a) Ridgeline Fund IV shall fund equity contributions in the amounts and at the times required under the Equity Contribution Agreement and as necessary to maintain compliance with the Loan-to-Cost ratio covenant of not greater than sixty-five percent (65%) (i.e., ≤ 65%) under the Loan Agreement at all times. Ridgeline Fund IV's obligation to fund equity under this Section 2.2 shall not be conditioned upon the absence of any dispute between Ridgeline Fund IV and any other party, other than a bona fide dispute as to whether the conditions to funding set forth in the Equity Contribution Agreement have been satisfied.

(b) Without limiting the generality of the foregoing, Ridgeline Fund IV shall ensure that the Initial Equity Contribution of not less than Fifty-Two Million Five Hundred Thousand Dollars ($52,500,000) is funded to or for the account of the Borrower prior to the date of the first advance under the Loan. Evidence of such funding shall be provided to the Administrative Agent in form and substance reasonably satisfactory to the Administrative Agent.

(c) Ridgeline Fund IV shall cause all equity contributions to be made through the ownership chain as follows: Ridgeline Capital Partners Fund IV, LP → RCP Digital Holdings LLC → Ironhaven Data Centers LLC → Stonebridge Campus Holdings LLC (the Borrower). Each such contribution shall be made as an equity contribution (and not as a loan or other indebtedness) unless otherwise consented to in writing by the Administrative Agent.

(d) In the event that Ridgeline Fund IV fails to fund any required equity contribution within five (5) business days following notice from the Administrative Agent that such contribution is due (or such shorter period as may be specified in the Equity Contribution Agreement), such failure shall constitute a breach of this Side Letter and an Event of Default under the Loan Agreement.

2.3 Notice of Material Events.

Ridgeline Fund IV shall promptly (and in any event within five (5) business days after obtaining knowledge thereof) notify the Administrative Agent in writing of any of the following:

(a) any material adverse change in Ridgeline Fund IV's financial condition or its ability to fund the Equity Commitment or any portion thereof;

(b) any proposed or actual Change of Control of the Borrower, IHDC, or RCP Digital Holdings LLC, or any proposed Transfer that would result in Ridgeline Fund IV ceasing to hold (directly or indirectly) at least fifty-one percent (51%) of the equity interests in the Borrower or the Guarantor;

(c) any material litigation, arbitration, investigation, or governmental proceeding that is commenced, filed, or threatened against Ridgeline Fund IV, the General Partner, or any of their respective affiliates that could reasonably be expected to affect Ridgeline Fund IV's ability to perform its obligations under this Side Letter or the Equity Contribution Agreement;

(d) any default or event of default under the Equity Contribution Agreement, or any event or circumstance that, with the giving of notice or the passage of time (or both), would constitute a default or event of default thereunder; and

(e) any material change, amendment, or modification to the limited partnership agreement of Ridgeline Fund IV, the operating agreement of the General Partner, or the organizational documents of RCP Digital Holdings LLC that would adversely affect Ridgeline Fund IV's ability to perform its obligations under this Side Letter or the Equity Contribution Agreement.

2.4 Financial Reporting.

(a) Ridgeline Fund IV shall provide to the Administrative Agent, upon reasonable request by the Administrative Agent (but not more frequently than once per fiscal quarter), a certificate executed by the General Partner (or an authorized officer thereof) confirming (i) the net asset value of Ridgeline Fund IV as of the most recent practicable date, (ii) the amount of remaining available capital for the Project, and (iii) the aggregate amount of equity contributions funded to date in connection with the Project (each, a "NAV Certificate"). Each NAV Certificate shall be substantially in the form attached to the Equity Contribution Agreement or in such other form as may be reasonably satisfactory to the Administrative Agent.

(b) Within one hundred twenty (120) days following the end of each fiscal year of Ridgeline Fund IV, Ridgeline Fund IV shall provide to the Administrative Agent either (i) audited annual financial statements of Ridgeline Fund IV, prepared in accordance with generally accepted accounting principles or applicable partnership accounting standards, and audited by a nationally recognized independent accounting firm, or (ii) a summary net asset value report for Ridgeline Fund IV as of the end of such fiscal year, certified by the General Partner or its authorized representative, together with such supporting information as the Administrative Agent may reasonably request. All financial statements, NAV Certificates, and NAV reports provided pursuant to this Section 2.4 shall be subject to the confidentiality protections set forth in Section 5.10 of this Side Letter.

2.5 Preservation of Existence.

Ridgeline Fund IV shall maintain its existence as a limited partnership duly organized and in good standing under the laws of the State of Delaware throughout the term of the Loan (including any extension period provided for under the Loan Agreement). Ridgeline Fund IV shall not dissolve, wind up, liquidate, merge, or consolidate with or into any other entity during the term of the Loan without the prior written consent of the Administrative Agent (acting at the direction of the Required Lenders), except that a merger or consolidation shall be permitted if (i) Ridgeline Fund IV (or its successor) remains a solvent entity with a net asset value not less than the net asset value of Ridgeline Fund IV immediately prior to such transaction, (ii) the surviving or resulting entity assumes all of Ridgeline Fund IV's obligations under this Side Letter and the Equity Contribution Agreement by operation of law or by written assumption agreement in form and substance reasonably satisfactory to the Administrative Agent, and (iii) the Administrative Agent receives at least thirty (30) days' prior written notice of such transaction.

2.6 Compliance with Law.

Ridgeline Fund IV shall comply in all material respects with all applicable laws, statutes, rules, regulations, judgments, orders, writs, injunctions, and decrees of any governmental authority having jurisdiction over Ridgeline Fund IV or its assets, including, without limitation, all applicable anti-money laundering laws and regulations (including the USA PATRIOT Act and all OFAC regulations), all applicable Sanctions, and all applicable provisions of ERISA and the Code. Ridgeline Fund IV shall promptly notify the Administrative Agent in writing if it becomes aware of any material non-compliance with any such law, regulation, or order that could reasonably be expected to affect its ability to perform its obligations under this Side Letter.

2.7 Cooperation with Lender Requests.

Ridgeline Fund IV shall cooperate in good faith with reasonable requests from the Administrative Agent and the Lenders for information, documents, certificates, opinions, or other materials necessary or reasonably desirable to confirm compliance with the Loan Agreement, this Side Letter, and the Equity Contribution Agreement, including, without limitation, information with respect to the capital stack of the Project (equity: $210,000,000 / 35.0%; debt: $390,000,000 / 65.0%), the status of equity contributions funded and remaining to be funded, the ownership structure of the Borrower and IHDC, and the financial condition of Ridgeline Fund IV. Ridgeline Fund IV shall use commercially reasonable efforts to respond to any such request within fifteen (15) business days of receipt thereof (or such shorter period as may be reasonably required by the Administrative Agent in connection with regulatory examinations, loan syndication, or secondary market transactions). All information provided pursuant to this Section 2.7 shall be subject to the confidentiality protections set forth in Section 5.10 of this Side Letter.

SECTION 3: TERM AND TERMINATION

3.1 Term. This Side Letter shall remain in full force and effect from the date hereof until the earlier of: (a) the date on which all obligations of the Borrower and the Guarantor under the Loan Agreement, the Guaranties, and all other Loan Documents have been indefeasibly paid and satisfied in full (in cash) and the commitments of the Lenders under the Loan Agreement have been terminated; or (b) the date on which the Loan Agreement is terminated in accordance with its terms prior to any advance being made thereunder, provided that no obligations remain outstanding under the Loan Agreement or the other Loan Documents.

3.2 Survival. The representations and warranties set forth in Section 1 of this Side Letter shall survive the delivery of this Side Letter and each advance under the Loan Agreement and shall continue in full force and effect for so long as any obligations under the Loan Agreement remain outstanding. The covenants set forth in Section 2 of this Side Letter shall survive and remain in full force and effect until the termination of this Side Letter as described in Section 3.1. The obligations of the Administrative Agent and the Lenders under Section 5.10 (Confidentiality) shall survive the termination of this Side Letter for a period of two (2) years.

SECTION 4: REMEDIES

4.1 Cross-Default. Any breach of the representations, warranties, or covenants contained in this Side Letter by Ridgeline Fund IV shall constitute an Event of Default under the Loan Agreement, entitling the Administrative Agent and the Lenders to exercise all rights and remedies available under the Loan Agreement, at law, or in equity, including, without limitation, acceleration of the Loan, termination of the commitments, and enforcement of the security interests and guaranties granted in connection therewith.

4.2 Rights and Remedies. The Administrative Agent and the Lenders shall have all rights and remedies available under the Loan Agreement, this Side Letter, the other Loan Documents, at law, or in equity, in the event of any breach or default by Ridgeline Fund IV hereunder. The rights and remedies of the Administrative Agent and the Lenders under this Side Letter are cumulative and not exclusive of any other rights or remedies that may be available to them.

4.3 Specific Performance. Ridgeline Fund IV acknowledges and agrees that a breach of the covenants contained in this Side Letter, including, without limitation, the equity funding obligation set forth in Section 2.2 and the change of control maintenance covenant set forth in Section 2.1, would cause irreparable harm to the Administrative Agent and the Lenders for which monetary damages alone would be an inadequate remedy. Accordingly, Ridgeline Fund IV agrees that the Administrative Agent shall be entitled to seek and obtain specific performance and injunctive relief (including temporary restraining orders, preliminary injunctions, and permanent injunctions) to enforce the covenants contained herein, in addition to any other remedies available at law or in equity, without the necessity of proving actual damages or posting any bond or other security.

SECTION 5: MISCELLANEOUS PROVISIONS

5.1 Governing Law.

This Side Letter shall be governed by, and construed and interpreted in accordance with, the laws of the Commonwealth of Virginia, without regard to the conflicts of law principles thereof that would result in the application of the laws of any other jurisdiction. Each of the parties hereto hereby irrevocably submits to the exclusive jurisdiction of the courts of the Commonwealth of Virginia and the United States District Court for the Eastern District of Virginia, and agrees that any action, suit, or proceeding arising out of or relating to this Side Letter shall be brought in such courts. Each party waives any objection to the laying of venue in such courts and any claim that any such action, suit, or proceeding has been brought in an inconvenient forum.

5.2 Notices. All notices, requests, demands, consents, and other communications required or permitted to be given under this Side Letter shall be in writing and shall be deemed to have been duly given when (a) delivered by hand, (b) sent by nationally recognized overnight courier service (with proof of delivery), (c) transmitted by electronic mail (with confirmation of receipt), or (d) five (5) business days after being sent by registered or certified mail, return receipt requested, postage prepaid, addressed as follows (or to such other address as a party may designate in writing from time to time):

If to Ridgeline Fund IV:

Ridgeline Capital Partners Fund IV, LP c/o Ridgeline Capital Management LLC 780 Third Avenue, 34th Floor New York, New York 10017

Attention: Julian Hargrove, Managing Partner

Email: jhargrove@ridgelinecapital.com

If to the Administrative Agent:

Summit National Bank, N.A. 1275 Avenue of Commerce, 12th Floor McLean, Virginia 22102

Attention: Karen Ellsworth, Managing Director, Real Estate Finance

Email: kellsworth@summitnational.com

With a copy to Lender's Counsel:

Redmond & Calloway LLP 8300 Greensboro Drive, Suite 1100 McLean, Virginia 22102

Attention: Victor Redmond

Email: vredmond@redmondcalloway.com

With a copy to Borrower's Counsel:

Calderwood & Harkness LLP 1900 K Street NW, Suite 800 Washington, DC 20006

Attention: Douglas Fairchild

Email: dfairchild@calderwoodharkness.com

5.3 Successors and Assigns.

This Side Letter shall be binding upon and inure to the benefit of Ridgeline Fund IV, the Administrative Agent, and the Lenders, and their respective successors and permitted assigns. The Administrative Agent may assign its rights under this Side Letter to any successor administrative agent appointed in accordance with the terms of the Loan Agreement, and any such successor administrative agent shall be entitled to all of the rights and benefits of the Administrative Agent under this Side Letter as if such successor were an original party hereto. Ridgeline Fund IV may not assign or delegate any of its obligations or rights under this Side Letter without the prior written consent of the Administrative Agent (acting at the direction of the Required Lenders), and any purported assignment or delegation without such consent shall be null and void and of no force or effect.

5.4 No Third-Party Beneficiaries.

Except for the Lenders (Summit National Bank, N.A., Cascade Commercial Lending Corp., and Harborview Trust Company) and their respective successors and permitted assigns, which are express intended third-party beneficiaries of this Side Letter, no person or entity shall have any rights, benefits, or remedies as a third-party beneficiary of this Side Letter, and nothing contained herein shall be construed to create or imply any such rights, benefits, or remedies in favor of any person or entity not a party hereto or an express intended third-party beneficiary hereof.

5.5 Amendments and Waivers.

This Side Letter may not be amended, modified, supplemented, or waived except by a written instrument executed by Ridgeline Fund IV and the Administrative Agent (acting at the direction of the Required Lenders, as defined in the Loan Agreement). No failure or delay by the Administrative Agent or any Lender in exercising any right, power, or privilege under this Side Letter shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power, or privilege preclude any other or further exercise thereof or the exercise of any other right, power, or privilege. The rights and remedies provided herein are cumulative and not exclusive of any rights or remedies provided by law.

5.6 Counterparts; Electronic Signatures.

This Side Letter may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which, taken together, shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page of this Side Letter by facsimile transmission, portable document format (.pdf), or other electronic means (including any electronic signature complying with the U.S. federal ESIGN Act of 2000, the Uniform Electronic Transactions Act, or any other applicable law) shall be effective as delivery of a manually executed counterpart of this Side Letter.

5.7 Severability. If any provision of this Side Letter is held to be invalid, illegal, or unenforceable in any respect under any applicable law, statute, rule, or regulation, such invalidity, illegality, or unenforceability shall not affect any other provision of this Side Letter, and this Side Letter shall be construed as if such invalid, illegal, or unenforceable provision had never been contained herein, provided that the remaining provisions of this Side Letter shall continue in full force and effect and shall be liberally construed in favor of the Administrative Agent and the Lenders so as to effectuate the purposes and intent of this Side Letter to the greatest extent possible.

5.8 Entire Agreement.

This Side Letter, together with the Loan Agreement, the Equity Contribution Agreement, the Guaranties, and the other Loan Documents, constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written, among the parties with respect to such subject matter. There are no representations, warranties, covenants, or agreements among the parties relating to the subject matter hereof other than those expressly set forth or referred to herein or in the other Loan Documents.

5.9 Headings. The section and subsection headings contained in this Side Letter are included for convenience of reference only and shall not affect the meaning, interpretation, or construction of this Side Letter or any provision hereof.

5.10 Confidentiality. The Administrative Agent and each of the Lenders shall maintain the confidentiality of all financial information, net asset value data, investor information, and other non-public information provided by Ridgeline Fund IV pursuant to this Side Letter (collectively, "Confidential Information"), and shall not disclose any Confidential Information to any person or entity without the prior written consent of Ridgeline Fund IV, except for disclosure:

(a) to any federal, state, or local regulatory authority having jurisdiction over the Administrative Agent or any Lender, in connection with any examination, audit, investigation, or inquiry by such authority;

(b) in connection with the enforcement of the rights of the Administrative Agent or any Lender under this Side Letter, the Loan Agreement, or any other Loan Document, including in any judicial or administrative proceeding;

(c) to any actual or prospective assignee, transferee, or participant (or any advisor or agent thereof) of any interest in the Loan, provided that such person agrees to be bound by confidentiality obligations substantially similar to those contained in this Section 5.10;

(d) to the extent required by applicable law, regulation, subpoena, civil investigative demand, or other compulsory legal process, provided that the Administrative Agent or the applicable Lender shall (to the extent permitted by law) provide Ridgeline Fund IV with prompt written notice of such requirement prior to making any such disclosure;

(e) to the officers, directors, employees, agents, advisors, auditors, and counsel of the Administrative Agent and the Lenders on a need-to-know basis, provided that such persons are informed of the confidential nature of such information and agree to maintain its confidentiality; and

(f) to any rating agency rating the Loan or any securities or other instruments collateralized by or relating to the Loan, provided that such rating agency agrees to maintain the confidentiality of any Confidential Information so provided.

[Remainder of this page intentionally left blank. Signature pages follow.]

IN WITNESS WHEREOF, the undersigned has executed and delivered this Side Letter as of the date first written above.

RIDGELINE CAPITAL PARTNERS FUND IV, LP

By: Ridgeline Capital Management LLC,

its General Partner

By: ________

Name: Julian Hargrove

Title: Managing Partner

Date: ________

ACKNOWLEDGED AND AGREED:

SUMMIT NATIONAL BANK, N.A., as Administrative Agent

By: ________

Name: Karen Ellsworth

Title: Managing Director, Real Estate Finance

Date: ________

cc (via email and overnight courier):

Douglas Fairchild, Calderwood & Harkness LLP (Borrower's Counsel) Victor Redmond, Redmond & Calloway LLP (Lender's Counsel) Marcus Thorne, Chief Executive Officer, Ironhaven Data Centers LLC Priya Dasgupta, Chief Financial Officer, Ironhaven Data Centers LLC David Rennick, Cascade Commercial Lending Corp. Susan Applegategate, Harborview Trust Company

Lender	Commitment Amount	Percentage
Summit National Bank, N.A.	$180,000,000	46.15%
Cascade Commercial Lending Corp., a Delaware corporation	$130,000,000	33.33%
Harborview Trust Company, a Connecticut-chartered trust company	$80,000,000	20.51%
Total	$390,000,000	100.00%
Source	Amount	Percentage of Total Project Costs
Equity (Ridgeline Fund IV through RCP Digital Holdings / IHDC)	$210,000,000	35.0%
Senior Secured Construction Loan (the Loan)	$390,000,000	65.0%
Total Project Budget	$600,000,000	100.0%

SIDE LETTER
Representations, Warranties, and Covenants of Ridgeline Capital Partners Fund IV, LP for the Benefit of Summit National Bank, N.A., as Administrative Agent
Draft — To be dated as of the Closing Date (Target: October 15, 2025)
Calderwood & Harkness LLP Matter No. 1043-00002
Summit Loan Commitment Reference: CL-2025-VA-04418
Ridgeline Fund IV Investment ID: RCP-IV-2025-DC-07
Summit National Bank, N.A. 1275 Avenue of Commerce, 12th Floor McLean, Virginia 22102
Attention: Karen Ellsworth, Managing Director, Real Estate Finance
Ladies and Gentlemen:
Reference is made to (i) that certain Construction Loan Agreement dated as of [●], 2025 (as may be amended, restated, supplemented, or otherwise modified from time to time, the "Loan Agreement"), among Stonebridge Campus Holdings LLC, a Virginia limited liability company (the "Borrower"), Summit National Bank, N.A., a nationally chartered commercial bank, in its capacity as administrative agent (in such capacity, the "Administrative Agent") for and on behalf of itself and the several financial institutions party thereto as lenders (collectively, the "Lenders"), and each of the Lenders, providing for a senior secured construction loan facility in the aggregate principal amount of Three Hundred Ninety Million Dollars ($390,000,000) (the "Loan"), and (ii) that certain Equity Contribution Agreement, dated as of or about the date hereof, between Ridgeline Capital Partners Fund IV, LP, a Delaware limited partnership ("Ridgeline Fund IV" or the "Sponsor"), and Ironhaven Data Centers LLC, a Delaware limited liability company ("IHDC" or the "Guarantor"), pursuant to which Ridgeline Fund IV has committed to fund Two Hundred Ten Million Dollars ($210,000,000) in equity for the Project (as defined below), representing thirty-five percent (35.0%) of total project costs (the "Equity Contribution Agreement").
The Lenders under the Loan Agreement and their respective commitments are as follows:
This side letter (this "Side Letter") is delivered by Ridgeline Capital Partners Fund IV, LP, acting through its sole general partner, Ridgeline Capital Management LLC, a Delaware limited liability company (the "General Partner"), for the benefit of the Administrative Agent and the Lenders.
RECITALS
WHEREAS, the Loan has been made available to the Borrower in connection with the development, construction, and equipping of the Stonebridge Data Center Campus (the "Project"), an approximately 96 MW critical IT load data center campus situated on approximately 81.4 acres in Loudoun County, Virginia, comprising (a) the Stonebridge Parcel, consisting of approximately 62.0 acres, identified on the Loudoun County Tax Map as Reference /95-4A-1///, and (b) the Meridian Parcel, consisting of approximately 19.4 acres, identified on the Loudoun County Tax Map as Reference /95-4A-2///, with a total project budget of Six Hundred Million Dollars ($600,000,000);
WHEREAS, the Borrower is wholly owned by IHDC, which is headquartered at 44680 Prentice Drive, Suite 200, Ashburn, Virginia 20147, and which serves as the guarantor under both the Completion Guaranty and the Carry Guaranty delivered in connection with the Loan Agreement (collectively, the "Guaranties");
WHEREAS, Ridgeline Fund IV holds a ninety-two percent (92%) membership interest in IHDC through RCP Digital Holdings LLC, a Delaware limited liability company ("RCP Digital Holdings"), and the remaining eight percent (8%) membership interest in IHDC is held by Ironhaven Management Incentive Pool LLC, a Delaware limited liability company (the "Management Incentive Pool");
WHEREAS, the Administrative Agent has required, as a condition precedent to the closing of the Loan and the initial advance thereunder, the execution and delivery of this Side Letter by Ridgeline Fund IV, and Ridgeline Fund IV has agreed to deliver this Side Letter in order to induce the Administrative Agent and the Lenders to enter into the Loan Agreement and to make the Loan available to the Borrower; and
WHEREAS, Ridgeline Fund IV acknowledges that the Administrative Agent and the Lenders are relying upon the representations, warranties, and covenants set forth herein in connection with their decision to extend the Loan and to make advances thereunder.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Ridgeline Fund IV hereby agrees as follows:
Unless otherwise defined herein, capitalized terms used in this Side Letter shall have the meanings ascribed to such terms in the Loan Agreement.
SECTION 1: REPRESENTATIONS AND WARRANTIES
Ridgeline Fund IV hereby represents and warrants to the Administrative Agent, for its own benefit and for the benefit of each of the Lenders, as of the date hereof, and as of the date of each advance under the Loan Agreement (except to the extent any such representation or warranty expressly relates to a specific earlier date, in which case as of such earlier date), as follows:
1.1 Organization and Good Standing.
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 the limited partnership power and authority to own its assets, to carry on its business as presently conducted, and to execute, deliver, and perform its obligations under this Side Letter and the Equity Contribution Agreement. Ridgeline Capital Management LLC is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware, and is the sole general partner of Ridgeline Fund IV. Julian Hargrove serves as the Managing Partner of Ridgeline Capital Management LLC and is duly authorized to execute this Side Letter on behalf of Ridgeline Fund IV in such capacity. Ridgeline Fund IV is duly qualified or registered to do business in each jurisdiction where the nature of its business or the ownership of its assets requires such qualification, except where the failure to so qualify would not reasonably be expected to have a material adverse effect on its ability to perform its obligations hereunder.
1.2 Authorization and Enforceability.
The execution and delivery of this Side Letter by Ridgeline Fund IV, and the performance of its obligations hereunder, have been duly authorized by all necessary action on the part of Ridgeline Fund IV and its General Partner, including any approvals required under the limited partnership agreement of Ridgeline Fund IV or the operating agreement of the General Partner. No further consent, approval, authorization, or order of any court, governmental authority, regulatory body, or third party is required in connection with the execution, delivery, or performance of this Side Letter by Ridgeline Fund IV, except such as have already been obtained and are in full force and effect. This Side Letter constitutes the legal, valid, and binding obligation of Ridgeline Fund IV, enforceable against Ridgeline Fund IV in accordance with its terms, subject in each case to (a) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer, fraudulent conveyance, and similar laws affecting creditors' rights generally, and (b) general principles of equity, including principles of commercial reasonableness, good faith, and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity).
1.3 Fund Size and Committed Capital.
Ridgeline Fund IV has approximately Three Billion Eight Hundred Million Dollars ($3,800,000,000) in total committed capital from its limited partners, as reflected in its most recent books and records. Ridgeline Fund IV has sufficient uncommitted or available capital, taking into account existing commitments, reserves, and anticipated capital calls, to fund the equity commitments described in this Side Letter and in the Equity Contribution Agreement. No limitations, restrictions, or conditions exist under the limited partnership agreement of Ridgeline Fund IV or otherwise that would prevent or materially impair Ridgeline Fund IV's ability to call capital from its limited partners in amounts sufficient to satisfy such equity commitments, except for customary excuse and exclusion rights of individual limited partners, which do not, individually or in the aggregate, limit Ridgeline Fund IV's ability to fund the commitments contemplated herein.
1.4 Equity Commitment.
(a) Ridgeline Fund IV has committed, through RCP Digital Holdings LLC and IHDC, to contribute Two Hundred Ten Million Dollars ($210,000,000) in equity to the Project, representing thirty-five percent (35.0%) of the total project budget of Six Hundred Million Dollars ($600,000,000) (the "Equity Commitment"). The equity and debt capital structure for the Project is as follows:
(b) The Equity Commitment shall be funded in accordance with the terms and conditions of the Equity Contribution Agreement and the draw sequencing requirements set forth in the Loan Agreement, including, without limitation, the requirement that equity contributions be funded on a pari passu or equity-first basis as specified therein.
(c) Ridgeline Fund IV confirms that a minimum equity contribution of Fifty-Two Million Five Hundred Thousand Dollars ($52,500,000), representing twenty-five percent (25%) of the total Equity Commitment of $210,000,000, will be funded to or for the account of the Borrower prior to the date of the first advance under the Loan (the "Initial Equity Contribution"). The Initial Equity Contribution shall be evidenced by documentation reasonably satisfactory to the Administrative Agent, including wire transfer confirmations, bank statements, or other evidence of receipt by the Borrower or its designee.
(d) Ridgeline Fund IV represents that it has not taken any action, and is not aware of any circumstance, event, or condition (whether or not within its control), that would materially impair, hinder, delay, or prevent its ability to fund the full Equity Commitment of $210,000,000 in accordance with the Equity Contribution Agreement and this Side Letter.
1.5 Ownership Structure.
(a) Ridgeline Fund IV, through RCP Digital Holdings LLC, holds a ninety-two percent (92%) membership interest in Ironhaven Data Centers LLC. Ironhaven Data Centers LLC holds a one hundred percent (100%) membership interest in Stonebridge Campus Holdings LLC (the Borrower). The remaining eight percent (8%) membership interest in IHDC is held by Ironhaven Management Incentive Pool LLC. The ownership structure of the Borrower, as of the date hereof, is depicted as follows:
Ridgeline Capital Partners Fund IV, LP (92% of IHDC, indirect) → RCP Digital Holdings LLC (92% member of IHDC) → → Ironhaven Data Centers LLC (100% member of Borrower / Guarantor) → → → Stonebridge Campus Holdings LLC (Borrower)
Ironhaven Management Incentive Pool LLC (8% member of IHDC)
(b) No person or entity other than as described in clause (a) above holds any direct or indirect equity interest, option, warrant, convertible instrument, profit participation, or other ownership right in the Borrower or IHDC. There are no outstanding agreements, arrangements, or commitments that would result in any person or entity acquiring an equity interest in the Borrower or IHDC other than as disclosed herein, except for customary management incentive allocations under the operating agreement of IHDC.
(c) The following individuals serve in key management roles at IHDC: (i) Marcus Thorne, Chief Executive Officer; (ii) Priya Dasgupta, Chief Financial Officer; and (iii) Leonard Castellano, Executive Vice President, Development. Ridgeline Fund IV has no present intention to effect any material changes to the senior management team of IHDC during the construction period of the Project without prior notice to the Administrative Agent.
1.6 Net Worth and Financial Condition.
Ridgeline Fund IV represents that, as of its most recent fiscal quarter end, it possesses a net asset value sufficient to satisfy its obligations under this Side Letter and the Equity Contribution Agreement. There has been no material adverse change in the financial condition of Ridgeline Fund IV since the end of its most recent fiscal quarter that would materially impair its ability to satisfy its obligations hereunder. Ridgeline Fund IV shall, upon the reasonable request of the Administrative Agent (subject to the confidentiality provisions set forth in Section 5.10 hereof), provide to the Administrative Agent either (i) audited or unaudited financial statements of Ridgeline Fund IV, or (ii) a certificate executed by the General Partner certifying the net asset value of Ridgeline Fund IV and the amount of capital available for the Project, in each case in form and substance reasonably satisfactory to the Administrative Agent.
1.7 No Conflicts.
The execution and delivery of this Side Letter by Ridgeline Fund IV, and the performance of its obligations hereunder, do not and will not (a) violate, conflict with, or result in a breach of any provision of the limited partnership agreement of Ridgeline Fund IV, the operating agreement of the General Partner, or any organizational document of RCP Digital Holdings LLC or IHDC; (b) violate, conflict with, or result in a breach of, or constitute a default (or an event that, with the giving of notice or the passage of time or both, would constitute a default) under, any material agreement, instrument, mortgage, deed of trust, indenture, or other obligation to which Ridgeline Fund IV is a party or by which it or its assets may be bound; or (c) violate any applicable law, statute, rule, regulation, judgment, order, writ, injunction, or decree of any governmental authority having jurisdiction over Ridgeline Fund IV or its assets.
1.8 No Litigation.
There is no action, suit, investigation, litigation, arbitration, or governmental proceeding pending or, to the knowledge of Ridgeline Fund IV (after due inquiry of the General Partner and its senior officers), threatened against or affecting Ridgeline Fund IV, the General Partner, or any of their respective assets, before any court, arbitrator, or governmental authority, that (a) challenges or seeks to prevent, enjoin, or materially delay the transactions contemplated by this Side Letter or the Equity Contribution Agreement, or (b) could, if determined adversely, reasonably be expected to have a material adverse effect on Ridgeline Fund IV's ability to perform its obligations under this Side Letter or the Equity Contribution Agreement.
1.9 No Default.
No event of default or potential event of default exists under the Equity Contribution Agreement, and no event has occurred that, with the giving of notice or the passage of time (or both), would constitute an event of default under the Equity Contribution Agreement. Ridgeline Fund IV is in full compliance with all of its obligations under the Equity Contribution Agreement as of the date hereof.
1.10 ERISA.  (a) The assets of Ridgeline Fund IV do not constitute "plan assets" within the meaning of Section 3(42) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), and the regulations promulgated thereunder by the United States Department of Labor at 29 C.F.R. Section 2510.3-101, as modified by Section 3(42) of ERISA, and accordingly, the transactions contemplated by this Side Letter and the Equity Contribution Agreement are not subject to the requirements of Part 4, Subtitle B, Title I of ERISA or Section 4975 of the Internal Revenue Code of 1986, as amended (the "Code").
(b) In the event that the assets of Ridgeline Fund IV are or become "plan assets" within the meaning described in clause (a) above, Ridgeline Fund IV represents that it will rely on one or more applicable exemptions from the prohibited transaction rules of ERISA and the Code, including, without limitation, Prohibited Transaction Class Exemption 84-14 (the "QPA Exemption"), Prohibited Transaction Class Exemption 91-38 (the "Bank Collective Investment Fund Exemption"), Prohibited Transaction Class Exemption 90-1 (the "Insurance Company Pooled Separate Account Exemption"), Prohibited Transaction Class Exemption 95-60 (the "Insurance Company General Account Exemption"), or Prohibited Transaction Class Exemption 96-23 (the "INHAM Exemption"), or Section 408(b)(17) of ERISA (the "Service Provider Exemption"), and that the conditions of such applicable exemption(s) have been or will be satisfied.
1.11 Anti-Money Laundering / Sanctions.
(a) Neither Ridgeline Fund IV, the General Partner, nor any of their respective directors, officers, employees, or, to the knowledge of Ridgeline Fund IV, any of their respective limited partners (to the extent that information regarding such limited partners is available to Ridgeline Fund IV pursuant to its know-your-customer and anti-money laundering procedures), is a person or entity (a "Sanctioned Person") that is the subject or target of any sanctions administered or enforced by the Office of Foreign Assets Control of the U.S. Department of the Treasury ("OFAC"), the U.S. Department of State, the United Nations Security Council, the European Union, Her Majesty's Treasury of the United Kingdom, or any other relevant sanctions authority (collectively, "Sanctions").
(b) Ridgeline Fund IV is in compliance in all material respects with all applicable anti-money laundering laws and regulations, including the Bank Secrecy Act, the USA PATRIOT Act of 2001 (Title III of Pub. L. No. 107-56), and all rules and regulations promulgated thereunder, and has implemented and maintains in effect policies and procedures reasonably designed to ensure compliance with all such applicable laws and regulations.
(c) No part of the equity contribution to be funded by Ridgeline Fund IV under the Equity Contribution Agreement or in connection with the Project constitutes or will constitute funds obtained in violation of any applicable anti-money laundering laws or Sanctions, and Ridgeline Fund IV shall not, directly or indirectly, use or permit the use of the proceeds of the Loan or any equity contribution in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any person in violation of any applicable anti-corruption laws, including the U.S. Foreign Corrupt Practices Act of 1977, as amended.
SECTION 2: COVENANTS
Ridgeline Fund IV hereby covenants and agrees as follows for the benefit of the Administrative Agent and each of the Lenders:
2.1 Maintenance of Ownership — Change of Control.
(a) Ridgeline Fund IV shall not, directly or indirectly, sell, transfer, pledge, encumber, hypothecate, assign, or otherwise dispose of (whether voluntarily, involuntarily, by operation of law, or otherwise) (any of the foregoing, a "Transfer") any equity interest in RCP Digital Holdings LLC or IHDC, or permit RCP Digital Holdings LLC to Transfer any equity interest in IHDC, or permit IHDC to Transfer any equity interest in the Borrower (Stonebridge Campus Holdings LLC), if such Transfer would result in Ridgeline Capital Partners Fund IV, LP (directly or indirectly) ceasing to hold at least fifty-one percent (51%) of the equity interests in the Borrower or the Guarantor (IHDC).
(b) Ridgeline Fund IV acknowledges and agrees that any Transfer that would result in a "Change of Control" (as defined in the Loan Agreement) shall constitute a mandatory prepayment event under the Loan Agreement. For purposes of this Side Letter, the term "Change of Control" shall have the meaning ascribed to such term in the Loan Agreement, which defines "Change of Control" as any Transfer or series of Transfers (whether in a single transaction or a series of related or unrelated transactions) resulting in Ridgeline Capital Partners Fund IV, LP (directly or indirectly) ceasing to hold at least fifty-one percent (51%) of the equity interests in the Borrower or the Guarantor.
(c) For the avoidance of doubt, the management incentive interests currently held by Ironhaven Management Incentive Pool LLC, representing eight percent (8%) of the membership interests in IHDC, shall not be deemed to dilute Ridgeline Fund IV's ninety-two percent (92%) indirect interest in IHDC for purposes of this covenant, provided that the aggregate percentage of the equity interests in IHDC held by Ridgeline Fund IV (through RCP Digital Holdings LLC) does not at any time fall below fifty-one percent (51%). Any issuance of additional membership interests in IHDC to the Management Incentive Pool or any other person that would cause Ridgeline Fund IV's indirect interest in IHDC to fall below fifty-one percent (51%) shall be subject to the prior written consent of the Administrative Agent.
(d) Nothing in this Section 2.1 shall prohibit internal transfers among vehicles controlled by Ridgeline Capital Management LLC, provided that (i) Ridgeline Capital Partners Fund IV, LP (directly or indirectly) continues to hold at least fifty-one percent (51%) of the equity interests in the Borrower and the Guarantor, (ii) the Administrative Agent receives at least fifteen (15) business days' prior written notice of any such internal transfer, and (iii) such transfer does not result in a violation of any other provision of this Side Letter or the Loan Agreement.
2.2 Equity Funding Obligation.
(a) Ridgeline Fund IV shall fund equity contributions in the amounts and at the times required under the Equity Contribution Agreement and as necessary to maintain compliance with the Loan-to-Cost ratio covenant of not greater than sixty-five percent (65%) (i.e., ≤ 65%) under the Loan Agreement at all times. Ridgeline Fund IV's obligation to fund equity under this Section 2.2 shall not be conditioned upon the absence of any dispute between Ridgeline Fund IV and any other party, other than a bona fide dispute as to whether the conditions to funding set forth in the Equity Contribution Agreement have been satisfied.
(b) Without limiting the generality of the foregoing, Ridgeline Fund IV shall ensure that the Initial Equity Contribution of not less than Fifty-Two Million Five Hundred Thousand Dollars ($52,500,000) is funded to or for the account of the Borrower prior to the date of the first advance under the Loan. Evidence of such funding shall be provided to the Administrative Agent in form and substance reasonably satisfactory to the Administrative Agent.
(c) Ridgeline Fund IV shall cause all equity contributions to be made through the ownership chain as follows: Ridgeline Capital Partners Fund IV, LP → RCP Digital Holdings LLC → Ironhaven Data Centers LLC → Stonebridge Campus Holdings LLC (the Borrower). Each such contribution shall be made as an equity contribution (and not as a loan or other indebtedness) unless otherwise consented to in writing by the Administrative Agent.
(d) In the event that Ridgeline Fund IV fails to fund any required equity contribution within five (5) business days following notice from the Administrative Agent that such contribution is due (or such shorter period as may be specified in the Equity Contribution Agreement), such failure shall constitute a breach of this Side Letter and an Event of Default under the Loan Agreement.
2.3 Notice of Material Events.
Ridgeline Fund IV shall promptly (and in any event within five (5) business days after obtaining knowledge thereof) notify the Administrative Agent in writing of any of the following:
(a) any material adverse change in Ridgeline Fund IV's financial condition or its ability to fund the Equity Commitment or any portion thereof;
(b) any proposed or actual Change of Control of the Borrower, IHDC, or RCP Digital Holdings LLC, or any proposed Transfer that would result in Ridgeline Fund IV ceasing to hold (directly or indirectly) at least fifty-one percent (51%) of the equity interests in the Borrower or the Guarantor;
(c) any material litigation, arbitration, investigation, or governmental proceeding that is commenced, filed, or threatened against Ridgeline Fund IV, the General Partner, or any of their respective affiliates that could reasonably be expected to affect Ridgeline Fund IV's ability to perform its obligations under this Side Letter or the Equity Contribution Agreement;
(d) any default or event of default under the Equity Contribution Agreement, or any event or circumstance that, with the giving of notice or the passage of time (or both), would constitute a default or event of default thereunder; and
(e) any material change, amendment, or modification to the limited partnership agreement of Ridgeline Fund IV, the operating agreement of the General Partner, or the organizational documents of RCP Digital Holdings LLC that would adversely affect Ridgeline Fund IV's ability to perform its obligations under this Side Letter or the Equity Contribution Agreement.
2.4 Financial Reporting.
(a) Ridgeline Fund IV shall provide to the Administrative Agent, upon reasonable request by the Administrative Agent (but not more frequently than once per fiscal quarter), a certificate executed by the General Partner (or an authorized officer thereof) confirming (i) the net asset value of Ridgeline Fund IV as of the most recent practicable date, (ii) the amount of remaining available capital for the Project, and (iii) the aggregate amount of equity contributions funded to date in connection with the Project (each, a "NAV Certificate"). Each NAV Certificate shall be substantially in the form attached to the Equity Contribution Agreement or in such other form as may be reasonably satisfactory to the Administrative Agent.
(b) Within one hundred twenty (120) days following the end of each fiscal year of Ridgeline Fund IV, Ridgeline Fund IV shall provide to the Administrative Agent either (i) audited annual financial statements of Ridgeline Fund IV, prepared in accordance with generally accepted accounting principles or applicable partnership accounting standards, and audited by a nationally recognized independent accounting firm, or (ii) a summary net asset value report for Ridgeline Fund IV as of the end of such fiscal year, certified by the General Partner or its authorized representative, together with such supporting information as the Administrative Agent may reasonably request. All financial statements, NAV Certificates, and NAV reports provided pursuant to this Section 2.4 shall be subject to the confidentiality protections set forth in Section 5.10 of this Side Letter.
2.5 Preservation of Existence.
Ridgeline Fund IV shall maintain its existence as a limited partnership duly organized and in good standing under the laws of the State of Delaware throughout the term of the Loan (including any extension period provided for under the Loan Agreement). Ridgeline Fund IV shall not dissolve, wind up, liquidate, merge, or consolidate with or into any other entity during the term of the Loan without the prior written consent of the Administrative Agent (acting at the direction of the Required Lenders), except that a merger or consolidation shall be permitted if (i) Ridgeline Fund IV (or its successor) remains a solvent entity with a net asset value not less than the net asset value of Ridgeline Fund IV immediately prior to such transaction, (ii) the surviving or resulting entity assumes all of Ridgeline Fund IV's obligations under this Side Letter and the Equity Contribution Agreement by operation of law or by written assumption agreement in form and substance reasonably satisfactory to the Administrative Agent, and (iii) the Administrative Agent receives at least thirty (30) days' prior written notice of such transaction.
2.6 Compliance with Law.
Ridgeline Fund IV shall comply in all material respects with all applicable laws, statutes, rules, regulations, judgments, orders, writs, injunctions, and decrees of any governmental authority having jurisdiction over Ridgeline Fund IV or its assets, including, without limitation, all applicable anti-money laundering laws and regulations (including the USA PATRIOT Act and all OFAC regulations), all applicable Sanctions, and all applicable provisions of ERISA and the Code. Ridgeline Fund IV shall promptly notify the Administrative Agent in writing if it becomes aware of any material non-compliance with any such law, regulation, or order that could reasonably be expected to affect its ability to perform its obligations under this Side Letter.
2.7 Cooperation with Lender Requests.
Ridgeline Fund IV shall cooperate in good faith with reasonable requests from the Administrative Agent and the Lenders for information, documents, certificates, opinions, or other materials necessary or reasonably desirable to confirm compliance with the Loan Agreement, this Side Letter, and the Equity Contribution Agreement, including, without limitation, information with respect to the capital stack of the Project (equity: $210,000,000 / 35.0%; debt: $390,000,000 / 65.0%), the status of equity contributions funded and remaining to be funded, the ownership structure of the Borrower and IHDC, and the financial condition of Ridgeline Fund IV. Ridgeline Fund IV shall use commercially reasonable efforts to respond to any such request within fifteen (15) business days of receipt thereof (or such shorter period as may be reasonably required by the Administrative Agent in connection with regulatory examinations, loan syndication, or secondary market transactions). All information provided pursuant to this Section 2.7 shall be subject to the confidentiality protections set forth in Section 5.10 of this Side Letter.
SECTION 3: TERM AND TERMINATION
3.1 Term. This Side Letter shall remain in full force and effect from the date hereof until the earlier of: (a) the date on which all obligations of the Borrower and the Guarantor under the Loan Agreement, the Guaranties, and all other Loan Documents have been indefeasibly paid and satisfied in full (in cash) and the commitments of the Lenders under the Loan Agreement have been terminated; or (b) the date on which the Loan Agreement is terminated in accordance with its terms prior to any advance being made thereunder, provided that no obligations remain outstanding under the Loan Agreement or the other Loan Documents.
3.2 Survival. The representations and warranties set forth in Section 1 of this Side Letter shall survive the delivery of this Side Letter and each advance under the Loan Agreement and shall continue in full force and effect for so long as any obligations under the Loan Agreement remain outstanding. The covenants set forth in Section 2 of this Side Letter shall survive and remain in full force and effect until the termination of this Side Letter as described in Section 3.1. The obligations of the Administrative Agent and the Lenders under Section 5.10 (Confidentiality) shall survive the termination of this Side Letter for a period of two (2) years.
SECTION 4: REMEDIES
4.1 Cross-Default. Any breach of the representations, warranties, or covenants contained in this Side Letter by Ridgeline Fund IV shall constitute an Event of Default under the Loan Agreement, entitling the Administrative Agent and the Lenders to exercise all rights and remedies available under the Loan Agreement, at law, or in equity, including, without limitation, acceleration of the Loan, termination of the commitments, and enforcement of the security interests and guaranties granted in connection therewith.
4.2 Rights and Remedies. The Administrative Agent and the Lenders shall have all rights and remedies available under the Loan Agreement, this Side Letter, the other Loan Documents, at law, or in equity, in the event of any breach or default by Ridgeline Fund IV hereunder. The rights and remedies of the Administrative Agent and the Lenders under this Side Letter are cumulative and not exclusive of any other rights or remedies that may be available to them.
4.3 Specific Performance. Ridgeline Fund IV acknowledges and agrees that a breach of the covenants contained in this Side Letter, including, without limitation, the equity funding obligation set forth in Section 2.2 and the change of control maintenance covenant set forth in Section 2.1, would cause irreparable harm to the Administrative Agent and the Lenders for which monetary damages alone would be an inadequate remedy. Accordingly, Ridgeline Fund IV agrees that the Administrative Agent shall be entitled to seek and obtain specific performance and injunctive relief (including temporary restraining orders, preliminary injunctions, and permanent injunctions) to enforce the covenants contained herein, in addition to any other remedies available at law or in equity, without the necessity of proving actual damages or posting any bond or other security.
SECTION 5: MISCELLANEOUS PROVISIONS
5.1 Governing Law.
This Side Letter shall be governed by, and construed and interpreted in accordance with, the laws of the Commonwealth of Virginia, without regard to the conflicts of law principles thereof that would result in the application of the laws of any other jurisdiction. Each of the parties hereto hereby irrevocably submits to the exclusive jurisdiction of the courts of the Commonwealth of Virginia and the United States District Court for the Eastern District of Virginia, and agrees that any action, suit, or proceeding arising out of or relating to this Side Letter shall be brought in such courts. Each party waives any objection to the laying of venue in such courts and any claim that any such action, suit, or proceeding has been brought in an inconvenient forum.
5.2 Notices.  All notices, requests, demands, consents, and other communications required or permitted to be given under this Side Letter shall be in writing and shall be deemed to have been duly given when (a) delivered by hand, (b) sent by nationally recognized overnight courier service (with proof of delivery), (c) transmitted by electronic mail (with confirmation of receipt), or (d) five (5) business days after being sent by registered or certified mail, return receipt requested, postage prepaid, addressed as follows (or to such other address as a party may designate in writing from time to time):
If to Ridgeline Fund IV:
Ridgeline Capital Partners Fund IV, LP c/o Ridgeline Capital Management LLC 780 Third Avenue, 34th Floor New York, New York 10017
Attention: Julian Hargrove, Managing Partner
Email: jhargrove@ridgelinecapital.com
If to the Administrative Agent:
Summit National Bank, N.A. 1275 Avenue of Commerce, 12th Floor McLean, Virginia 22102
Attention: Karen Ellsworth, Managing Director, Real Estate Finance
Email: kellsworth@summitnational.com
With a copy to Lender's Counsel:
Redmond & Calloway LLP 8300 Greensboro Drive, Suite 1100 McLean, Virginia 22102
Attention: Victor Redmond
Email: vredmond@redmondcalloway.com
With a copy to Borrower's Counsel:
Calderwood & Harkness LLP 1900 K Street NW, Suite 800 Washington, DC 20006
Attention: Douglas Fairchild
Email: dfairchild@calderwoodharkness.com
5.3 Successors and Assigns.
This Side Letter shall be binding upon and inure to the benefit of Ridgeline Fund IV, the Administrative Agent, and the Lenders, and their respective successors and permitted assigns. The Administrative Agent may assign its rights under this Side Letter to any successor administrative agent appointed in accordance with the terms of the Loan Agreement, and any such successor administrative agent shall be entitled to all of the rights and benefits of the Administrative Agent under this Side Letter as if such successor were an original party hereto. Ridgeline Fund IV may not assign or delegate any of its obligations or rights under this Side Letter without the prior written consent of the Administrative Agent (acting at the direction of the Required Lenders), and any purported assignment or delegation without such consent shall be null and void and of no force or effect.
5.4 No Third-Party Beneficiaries.
Except for the Lenders (Summit National Bank, N.A., Cascade Commercial Lending Corp., and Harborview Trust Company) and their respective successors and permitted assigns, which are express intended third-party beneficiaries of this Side Letter, no person or entity shall have any rights, benefits, or remedies as a third-party beneficiary of this Side Letter, and nothing contained herein shall be construed to create or imply any such rights, benefits, or remedies in favor of any person or entity not a party hereto or an express intended third-party beneficiary hereof.
5.5 Amendments and Waivers.
This Side Letter may not be amended, modified, supplemented, or waived except by a written instrument executed by Ridgeline Fund IV and the Administrative Agent (acting at the direction of the Required Lenders, as defined in the Loan Agreement). No failure or delay by the Administrative Agent or any Lender in exercising any right, power, or privilege under this Side Letter shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power, or privilege preclude any other or further exercise thereof or the exercise of any other right, power, or privilege. The rights and remedies provided herein are cumulative and not exclusive of any rights or remedies provided by law.
5.6 Counterparts; Electronic Signatures.
This Side Letter may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which, taken together, shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page of this Side Letter by facsimile transmission, portable document format (.pdf), or other electronic means (including any electronic signature complying with the U.S. federal ESIGN Act of 2000, the Uniform Electronic Transactions Act, or any other applicable law) shall be effective as delivery of a manually executed counterpart of this Side Letter.
5.7 Severability.  If any provision of this Side Letter is held to be invalid, illegal, or unenforceable in any respect under any applicable law, statute, rule, or regulation, such invalidity, illegality, or unenforceability shall not affect any other provision of this Side Letter, and this Side Letter shall be construed as if such invalid, illegal, or unenforceable provision had never been contained herein, provided that the remaining provisions of this Side Letter shall continue in full force and effect and shall be liberally construed in favor of the Administrative Agent and the Lenders so as to effectuate the purposes and intent of this Side Letter to the greatest extent possible.
5.8 Entire Agreement.
This Side Letter, together with the Loan Agreement, the Equity Contribution Agreement, the Guaranties, and the other Loan Documents, constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written, among the parties with respect to such subject matter. There are no representations, warranties, covenants, or agreements among the parties relating to the subject matter hereof other than those expressly set forth or referred to herein or in the other Loan Documents.
5.9 Headings.  The section and subsection headings contained in this Side Letter are included for convenience of reference only and shall not affect the meaning, interpretation, or construction of this Side Letter or any provision hereof.
5.10 Confidentiality.  The Administrative Agent and each of the Lenders shall maintain the confidentiality of all financial information, net asset value data, investor information, and other non-public information provided by Ridgeline Fund IV pursuant to this Side Letter (collectively, "Confidential Information"), and shall not disclose any Confidential Information to any person or entity without the prior written consent of Ridgeline Fund IV, except for disclosure:
(a) to any federal, state, or local regulatory authority having jurisdiction over the Administrative Agent or any Lender, in connection with any examination, audit, investigation, or inquiry by such authority;
(b) in connection with the enforcement of the rights of the Administrative Agent or any Lender under this Side Letter, the Loan Agreement, or any other Loan Document, including in any judicial or administrative proceeding;
(c) to any actual or prospective assignee, transferee, or participant (or any advisor or agent thereof) of any interest in the Loan, provided that such person agrees to be bound by confidentiality obligations substantially similar to those contained in this Section 5.10;
(d) to the extent required by applicable law, regulation, subpoena, civil investigative demand, or other compulsory legal process, provided that the Administrative Agent or the applicable Lender shall (to the extent permitted by law) provide Ridgeline Fund IV with prompt written notice of such requirement prior to making any such disclosure;
(e) to the officers, directors, employees, agents, advisors, auditors, and counsel of the Administrative Agent and the Lenders on a need-to-know basis, provided that such persons are informed of the confidential nature of such information and agree to maintain its confidentiality; and
(f) to any rating agency rating the Loan or any securities or other instruments collateralized by or relating to the Loan, provided that such rating agency agrees to maintain the confidentiality of any Confidential Information so provided.
[Remainder of this page intentionally left blank. Signature pages follow.]
IN WITNESS WHEREOF, the undersigned has executed and delivered this Side Letter as of the date first written above.
RIDGELINE CAPITAL PARTNERS FUND IV, LP
By: Ridgeline Capital Management LLC,
its General Partner
By: ________
Name: Julian Hargrove
Title: Managing Partner
Date: ________
ACKNOWLEDGED AND AGREED:
SUMMIT NATIONAL BANK, N.A., as Administrative Agent
By: ________
Name: Karen Ellsworth
Title: Managing Director, Real Estate Finance
Date: ________
cc (via email and overnight courier):
Douglas Fairchild, Calderwood & Harkness LLP (Borrower's Counsel) Victor Redmond, Redmond & Calloway LLP (Lender's Counsel) Marcus Thorne, Chief Executive Officer, Ironhaven Data Centers LLC Priya Dasgupta, Chief Financial Officer, Ironhaven Data Centers LLC David Rennick, Cascade Commercial Lending Corp. Susan Applegategate, Harborview Trust Company
Lender | Commitment Amount | Percentage
Summit National Bank, N.A. | $180,000,000 | 46.15%
Cascade Commercial Lending Corp., a Delaware corporation | $130,000,000 | 33.33%
Harborview Trust Company, a Connecticut-chartered trust company | $80,000,000 | 20.51%
Total | $390,000,000 | 100.00%
Source | Amount | Percentage of Total Project Costs
Equity (Ridgeline Fund IV through RCP Digital Holdings / IHDC) | $210,000,000 | 35.0%
Senior Secured Construction Loan (the Loan) | $390,000,000 | 65.0%
Total Project Budget | $600,000,000 | 100.0%

SIDE LETTER

RECITALS

SECTION 1: REPRESENTATIONS AND WARRANTIES

SECTION 2: COVENANTS

SECTION 3: TERM AND TERMINATION

SECTION 4: REMEDIES

SECTION 5: MISCELLANEOUS PROVISIONS

RIDGELINE CAPITAL PARTNERS FUND IV, LP

ACKNOWLEDGED AND AGREED:

Record

Parties

Dates

Amounts