1043-00002 · Ironhaven Data Centers LLC · Financing

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BORROWER'S CLOSING CERTIFICATE

Delivered Pursuant to Section 4.01 of the Construction Loan Agreement dated as of October 15, 2025

$390,000,000 Senior Secured Construction Loan Facility

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

October 15, 2025

Delivered to:

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

Attention: Syndicated Lending Group — Construction Finance Division

and

Each Lender party to the Loan Agreement (as defined below), including Cascade Commercial Lending Corp. and Harborview Trust Company

Reference: Construction Loan Agreement (the "Loan Agreement") dated as of October 15, 2025, among Stonebridge Campus Holdings LLC, a Virginia limited liability company (the "Borrower"), Summit National Bank, N.A., as Administrative Agent (the "Administrative Agent"), and the lenders from time to time party thereto (the "Lenders"), including Cascade Commercial Lending Corp. and Harborview Trust Company, providing for a senior secured construction loan facility in an aggregate principal amount of up to $390,000,000 (the "Loan").

RECITALS

The undersigned, an authorized officer acting on behalf of Stonebridge Campus Holdings LLC, a Virginia limited liability company (the "Borrower"), hereby certifies, represents, and warrants to the Administrative Agent and each Lender, in connection with the closing of the Loan Agreement on the date hereof, and pursuant to Section 4.01 (Conditions Precedent to Closing) of the Loan Agreement, as follows:

WHEREAS, the Borrower is a single-purpose Virginia limited liability company formed for the sole purpose of acquiring, owning, developing, and operating the Stonebridge Data Center Campus (the "Project"), a mission-critical data center development located at the intersection of Belmont Ridge Road and Stonebridge Boulevard, in unincorporated Loudoun County, Virginia 20148;

WHEREAS, the Project consists of two contiguous parcels: (i) the Stonebridge Parcel, comprising approximately 62.0 acres, identified on the Loudoun County tax maps as Tax Map Reference No. /95-4A-1/// (the "Stonebridge Parcel"), and (ii) the Meridian Parcel, comprising approximately 19.4 acres, identified on the Loudoun County tax maps as Tax Map Reference No. /95-4A-2/// (the "Meridian Parcel" and, together with the Stonebridge Parcel, the "Project Site"), totaling approximately 81.4 acres;

WHEREAS, the total Project budget for the development and construction of the Project is $600,000,000, to be funded through a combination of equity contributions from the Borrower's direct and indirect equity holders and the proceeds of the Loan; and

WHEREAS, the Borrower is delivering this Borrower's Closing Certificate (this "Certificate") in satisfaction of the conditions precedent set forth in Section 4.01 of the Loan Agreement.

Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Loan Agreement.

NOW, THEREFORE, the undersigned, in such authorized capacity, hereby certifies as follows:

SECTION 1: ORGANIZATION AND GOOD STANDING

1.1 The Borrower is a limited liability company duly organized, validly existing, and in good standing under the laws of the Commonwealth of Virginia. The Borrower was formed by filing its Articles of Organization with the Virginia State Corporation Commission (the "SCC") in accordance with the Virginia Limited Liability Company Act, Title 13.1, Chapter 12 of the Code of Virginia, as amended (the "Virginia LLC Act"). The Articles of Organization remain in full force and effect as of the date hereof and have not been amended, restated, or otherwise modified since the date of their original filing, except as set forth in the copies attached hereto as Exhibit A.

1.2 The Borrower is duly qualified to transact business and is in good standing in the Commonwealth of Virginia and in each other jurisdiction where the nature of its business or the ownership, leasing, or operation of its properties requires such qualification, except where the failure to be so qualified or in good standing could not reasonably be expected to have a Material Adverse Effect (as defined in the Loan Agreement).

1.3 The Borrower is a single-purpose entity formed solely for the purpose of acquiring, developing, owning, and operating the Project. The Borrower has not engaged, and does not engage, in any business or activity other than those activities directly related to the ownership, development, construction, financing, leasing, and operation of the Project, and activities incidental thereto, in each case as permitted by the Loan Agreement and the Operating Agreement of the Borrower.

1.4 The sole member of the Borrower is Ironhaven Data Centers LLC, a Delaware limited liability company ("IHDC"), with its principal offices located at 44680 Prentice Drive, Suite 200, Ashburn, Virginia 20147 (EIN: 84-3291057). IHDC holds one hundred percent (100%) of the membership interests in the Borrower.

1.5 IHDC is in turn held, through RCP Digital Holdings LLC, a Delaware limited liability company ("RCP Digital"), by the following equity holders:

(a) Ridgeline Capital Partners Fund IV, LP, a Delaware limited partnership ("Ridgeline Fund IV"), which holds a ninety-two percent (92%) economic and voting interest in RCP Digital; and

(b) Ironhaven Management Incentive Pool LLC, a Delaware limited liability company (the "Management Pool"), which holds an eight percent (8%) profits interest in RCP Digital, subject to the terms and conditions of the RCP Digital operating agreement.

1.6 Ridgeline Capital Partners Fund IV, LP is managed by its general partner, Ridgeline Capital Management LLC, a Delaware limited liability company. Ridgeline Capital Management LLC is registered as an investment adviser with the U.S. Securities and Exchange Commission and serves as the investment manager and general partner of Ridgeline Fund IV.

1.7 The organizational chart reflecting the foregoing ownership structure has been previously delivered to the Administrative Agent and is consistent in all respects with the representations set forth in this Section 1.

SECTION 2: AUTHORITY AND AUTHORIZATION

2.1 The execution, delivery, and performance by the Borrower of the Loan Agreement, the Promissory Note, the Deed of Trust, Assignment of Leases and Rents, and Security Agreement (the "Deed of Trust"), the Environmental Indemnity Agreement, and all other Loan Documents to which the Borrower is a party (collectively, the "Borrower Loan Documents") have been duly authorized by all necessary limited liability company action on the part of the Borrower.

2.2 The sole member of the Borrower, IHDC, has executed and delivered a written consent in lieu of a meeting (a true, complete, and correct copy of which is attached hereto as Exhibit D), dated as of October 10, 2025, authorizing the Borrower to:

(a) enter into, execute, and deliver the Loan Agreement and all Loan Documents contemplated thereby;

(b) borrow up to Three Hundred Ninety Million Dollars ($390,000,000) under the Loan Agreement;

(c) grant the liens, security interests, assignments, and pledges contemplated by the Deed of Trust, the Assignment of Contracts, Permits, and Approvals, and the other Loan Documents;

(d) designate Marcus Thorne, Priya Dasgupta, and Leonard Castellano as authorized signatories of the Borrower for all purposes related to the Loan Agreement and the Loan Documents, including, without limitation, the execution and delivery of draw requests, compliance certificates, and other notices and instruments required or permitted thereunder; and

(e) take all other actions as may be necessary or desirable to consummate the transactions contemplated by the Loan Agreement and the other Loan Documents.

2.3 No other approvals, consents, or authorizations of any person, entity, or governmental authority are required in connection with the execution, delivery, and performance by the Borrower of the Borrower Loan Documents, other than those that have already been obtained, copies of which have been delivered to the Administrative Agent. Without limiting the generality of the foregoing, no consent or approval of any holder of indebtedness of the Borrower (there being no indebtedness of the Borrower outstanding other than the Loan), any equity holder of the Borrower not otherwise a party to or bound by the Loan Documents, or any governmental authority (other than permits, approvals, and entitlements specifically addressed in Section 7.10 hereof) is required.

2.4 The Borrower Loan Documents constitute the legal, valid, and binding obligations of the Borrower, enforceable against the Borrower in accordance with their respective terms, subject in each case to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and other similar laws affecting creditors' rights generally, and to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) (collectively, the "Enforceability Exceptions").

2.5 The execution, delivery, and performance by the Borrower of the Borrower Loan Documents do not and will not (a) violate or conflict with the Articles of Organization or the Operating Agreement of the Borrower, (b) violate or conflict with any applicable law, rule, regulation, order, judgment, or decree binding on the Borrower or the Project, (c) result in the creation or imposition of any lien, charge, or encumbrance on any property of the Borrower other than the liens created under the Loan Documents, or (d) result in a breach of, or constitute a default under, any material agreement or instrument to which the Borrower is a party or by which the Borrower or its assets are bound.

SECTION 3: INCUMBENCY CERTIFICATE

3.1 The undersigned hereby certifies that each of the persons listed below is a duly authorized signatory of the Borrower, has been authorized by all necessary limited liability company action (including the written consent of the sole member attached as Exhibit D) to execute and deliver the Loan Documents, draw requests, compliance certificates, and other documents and instruments on behalf of the Borrower in the capacity set forth opposite such person's name, and that the specimen signature set forth opposite such person's name is the genuine signature of such person:

3.2 Each person listed in the table above has been duly authorized to act on behalf of the Borrower in the capacity and with the scope of authority indicated, and the specimen signature set forth opposite such person's name is the true and genuine signature of such person. Such authorizations shall remain in effect until the Administrative Agent receives written notice from the Borrower revoking or modifying such authorizations.

3.3 A complete Incumbency Certificate with original specimen signatures is also attached hereto as Exhibit E.

SECTION 4: ORGANIZATIONAL DOCUMENTS

4.1 Attached hereto as Exhibit A is a true, complete, and correct copy of the Articles of Organization of the Borrower, as filed with the Virginia State Corporation Commission, together with all amendments thereto (if any), certified by the Virginia SCC. Such Articles of Organization have not been further amended, restated, supplemented, or otherwise modified since the date of such certification and are in full force and effect as of the date hereof.

4.2 Attached hereto as Exhibit B is a true, complete, and correct copy of the Operating Agreement of the Borrower (including all amendments, supplements, and modifications thereto), as in effect on the date hereof. The Operating Agreement sets forth the complete agreement among the members of the Borrower with respect to the governance, management, and operation of the Borrower. No other operating agreement, limited liability company agreement, or similar governing document exists with respect to the Borrower.

4.3 The Operating Agreement contains all required single-purpose entity provisions and separateness covenants as specified in Schedule 6.12 of the Loan Agreement, including, without limitation, provisions requiring the Borrower to (a) maintain its own separate books, records, and bank accounts, (b) hold itself out as a separate and distinct entity from its member and affiliates, (c) maintain arm's-length relationships with affiliates, (d) refrain from commingling its assets with those of any other person, (e) pay its own liabilities and expenses from its own funds, (f) maintain at least one independent director or special member (as applicable) whose consent is required for the filing of any voluntary bankruptcy petition, (g) comply with all formalities necessary to maintain its separate existence, and (h) not guarantee or become obligated for the debts of any other person (other than as expressly permitted by the Loan Agreement).

4.4 Attached hereto as Exhibit C is a Certificate of Good Standing (or Certificate of Fact of Existence) of the Borrower issued by the Virginia State Corporation Commission, dated not more than thirty (30) days prior to the date hereof, confirming that the Borrower is in good standing and authorized to transact business in the Commonwealth of Virginia.

4.5 Attached hereto as Exhibit D is a true, complete, and correct copy of the written consent of Ironhaven Data Centers LLC, as sole member of the Borrower, dated as of October 10, 2025, authorizing the transactions contemplated by the Loan Documents. Such written consent was duly adopted in accordance with the Virginia LLC Act and the Operating Agreement of the Borrower and has not been revoked, amended, or superseded.

SECTION 5: REPRESENTATIONS AND WARRANTIES

5.1 The undersigned hereby certifies that each of the representations and warranties made by the Borrower in the Loan Agreement and the other Loan Documents is true and correct in all material respects (or, with respect to representations and warranties qualified by materiality or Material Adverse Effect, true and correct in all respects) as of the date hereof, with the same force and effect as though made on and as of the date hereof, except to the extent that such representations and warranties are expressly stated to relate to an earlier date, in which case such representations and warranties are true and correct in all material respects as of such earlier date. Without limiting the generality of the foregoing, the undersigned specifically certifies as follows:

(a) Title to Project Site. The Borrower owns good and marketable fee simple title to (i) the Stonebridge Parcel, comprising approximately 62.0 acres as more particularly described in the Deed of Trust, acquired from Blackthorn Realty Group, Inc. for a purchase price of Fifty-Eight Million Five Hundred Thousand Dollars ($58,500,000) pursuant to a Purchase and Sale Agreement dated June 12, 2025, and (ii) the Meridian Parcel, comprising approximately 19.4 acres as more particularly described in the Deed of Trust, acquired from Meridian Acres LLC for a purchase price of Nineteen Million Four Hundred Thousand Dollars ($19,400,000) pursuant to a Purchase and Sale Agreement dated July 8, 2025. Each parcel is owned free and clear of all liens, claims, encumbrances, security interests, and other title defects, other than (x) the Permitted Exceptions as defined in and set forth on Schedule B to the Deed of Trust and the Lender's title insurance policy, and (y) the lien of the Deed of Trust securing the Loan.

(b) Title Insurance. A lender's title insurance policy (the "Lender's Policy") in the amount of Three Hundred Ninety Million Dollars ($390,000,000) has been issued, or an irrevocable commitment to issue the same has been delivered, by Sovereign Title Insurance Company (Policy No. LTP-2025-391284), acting through its agent Fidelitas Title & Escrow, Inc. (901 N. Washington Street, Suite 400, Alexandria, Virginia 22314), insuring the first-priority lien of the Deed of Trust on the Stonebridge Parcel and the Meridian Parcel, subject only to Permitted Exceptions. Such policy includes all endorsements required by the Loan Agreement, including without limitation ALTA 3.1, 9.1, 9.2, 9.6, 9.7, 17, 17.1, 19, 22, 25, 28, 28.1, and such other endorsements as the Administrative Agent may have reasonably requested.

(c) No Other Indebtedness. The Borrower has not incurred any indebtedness or borrowed any money, other than the indebtedness arising under the Loan Agreement, and has not guaranteed or otherwise become liable for the obligations of any other person, except as expressly permitted by the Loan Agreement.

(d) No Litigation. No litigation, arbitration, governmental investigation, or other legal or administrative proceeding is pending or, to the actual knowledge of the Borrower (after due inquiry), threatened against the Borrower, IHDC, or the Project, or any of their respective properties or assets, that (i) could reasonably be expected to have a Material Adverse Effect, (ii) seeks to enjoin, restrain, or otherwise prevent the consummation of the transactions contemplated by the Loan Documents, or (iii) questions the validity or enforceability of any Loan Document. No judgments, orders, writs, injunctions, decrees, or awards have been entered against the Borrower or the Project that remain unsatisfied.

(e) Environmental Compliance. The Borrower is in compliance with all applicable Environmental Laws (as defined in the Loan Agreement) with respect to the Project. Phase I Environmental Site Assessments have been completed for both the Stonebridge Parcel and the Meridian Parcel by Pendleton Environmental Associates, Inc. (Dr. Renata Volkov, Lead Environmental Scientist), in accordance with ASTM E1527-21 standards, and copies thereof have been delivered to the Administrative Agent. A Phase II Environmental Site Assessment has been completed for the Stonebridge Parcel to address the former agricultural use of such parcel and potential residual pesticide contamination identified in the northwest quadrant thereof (an area of approximately 4.2 acres). The Phase II ESA concluded that pesticide concentrations detected in the affected area are below applicable Virginia Department of Environmental Quality ("VDEQ") residential screening levels and well below industrial/commercial screening levels, and that no further investigation or remediation is required at this time. All environmental findings, reports, and recommendations have been disclosed to the Administrative Agent in full, and no environmental condition exists on or affecting the Project Site that could reasonably be expected to result in material liability to the Borrower or to materially impair the value of the Project.

(f) Taxes. All taxes, assessments, water and sewer charges, and other governmental charges due and payable by the Borrower with respect to the Project or otherwise as of the date hereof have been paid in full when due. No tax liens have been filed against the Borrower or the Project, and no tax assessment is pending or threatened against the Project. The Borrower has filed all tax returns and reports required to be filed by it, and all such returns and reports are true, correct, and complete in all material respects.

(g) Zoning and Land Use Compliance. The Borrower's proposed use and development of the Project is in compliance with all applicable zoning, land use, and building laws, ordinances, rules, and regulations. The Zoning Modification Application (Docket No. ZMOD-2025-0038) was approved by the Loudoun County Board of Supervisors at its October 2025 public hearing, permitting data center use on the Project Site. The existing zoning classification of the Project Site is PD-IP (Planned Development — Industrial Park), as modified by the ZMOD approval to expressly permit data center use and associated infrastructure. The approved site plan and development conditions are consistent with the Project plans and specifications delivered to the Administrative Agent. No variance, special exception, or other discretionary land use approval is required for the development and operation of the Project as contemplated by the Loan Documents, other than those that have been obtained or are being obtained in the ordinary course of the permitting process.

(h) No Change of Control. No change of control (as defined in Section 7.05 of the Loan Agreement) has occurred with respect to the Borrower or IHDC. Ridgeline Capital Partners Fund IV, LP continues to hold, directly or indirectly through RCP Digital Holdings LLC, at least fifty-one percent (51%) of the equity interests in the Borrower and the Guarantor (IHDC). No transfer, assignment, pledge, or encumbrance of any equity interests in the Borrower has occurred other than the pledge of one hundred percent (100%) of the membership interests in the Borrower by IHDC to the Administrative Agent pursuant to the Pledge Agreement.

SECTION 6: NO DEFAULT

6.1 No Default or Event of Default (each as defined in the Loan Agreement) under the Loan Agreement or any other Loan Document has occurred and is continuing as of the date hereof, or would result from the closing of the Loan and the making of the initial advance thereunder.

6.2 The Borrower is in full compliance with all covenants, agreements, terms, and conditions contained in the Loan Agreement and the other Loan Documents, in each case as of the date hereof, including, without limitation, the following:

(a) Loan-to-Cost Ratio. The Loan-to-Cost Ratio does not exceed sixty-five percent (65.0%) as of the date hereof. The current Loan-to-Cost Ratio is calculated as follows: $390,000,000 (maximum Loan amount) ÷ $600,000,000 (total Project budget) = 65.0%, which is equal to or less than the maximum permitted Loan-to-Cost Ratio of 65.0%.

(b) Single-Purpose Entity Covenants. The Borrower is in compliance with all single-purpose entity covenants and separateness provisions set forth in Section 6.12 of the Loan Agreement and in the Operating Agreement of the Borrower, including all covenants described in Section 4.3 of this Certificate.

(c) Insurance Requirements. The Borrower is in compliance with all insurance requirements set forth in Section 6.06 of the Loan Agreement, and all required insurance policies are in full force and effect as of the date hereof, with all premiums paid current through the applicable policy periods. Evidence of such insurance coverages has been delivered to the Administrative Agent as more fully described in Section 7.6 of this Certificate.

6.3 No event has occurred and no condition exists that, with the giving of notice, the lapse of time, or both, would constitute a Default or Event of Default under the Loan Agreement or any other Loan Document.

SECTION 7: SATISFACTION OF CONDITIONS PRECEDENT

7.0 The undersigned hereby certifies that all conditions precedent to the closing of the Loan and the making of the initial advance under the Loan Agreement, as set forth in Section 4.01 thereof, have been satisfied in full (or, to the extent expressly permitted, waived in writing by the Administrative Agent), including, without limitation, the following:

7.1 Entity and Organizational Documents

(a) Delivery of certified copies of the Articles of Organization, Operating Agreement, and Certificate of Good Standing (or Certificate of Fact of Existence) of the Borrower, and the written consent of the sole member of the Borrower authorizing the transactions contemplated by the Loan Documents, all as more fully described in Section 4 of this Certificate and attached hereto as Exhibits A through D.

(b) Delivery of a Secretary's Certificate (or equivalent officer's certificate) of Ironhaven Data Centers LLC (as Guarantor), certifying as to the incumbency of its officers, the authenticity of its organizational documents (including its Certificate of Formation, Operating Agreement, and Certificate of Good Standing from the Delaware Secretary of State), and the adoption of resolutions authorizing IHDC's entry into the Completion Guaranty, the Carry Guaranty (Payment Guaranty), the Pledge Agreement, the Environmental Indemnity Agreement, and each other Loan Document to which IHDC is a party.

7.2 Loan Documents

The following Loan Documents have been duly executed and delivered by all parties thereto:

(a) Construction Loan Agreement, dated as of October 15, 2025, among the Borrower, the Administrative Agent, and the Lenders, providing for a senior secured construction loan facility in an aggregate principal amount of up to $390,000,000;

(b) Promissory Note, in the principal amount of $390,000,000, executed by the Borrower in favor of Summit National Bank, N.A., as Administrative Agent, for the ratable benefit of the Lenders;

(c) Deed of Trust, Assignment of Leases and Rents, and Security Agreement, executed by the Borrower, as grantor, for the benefit of the Administrative Agent, as trustee and beneficiary, covering the Stonebridge Parcel and the Meridian Parcel, Loudoun County, Virginia, and granting a first-priority deed of trust lien on the Project Site and all improvements thereon, together with all fixtures, personal property, and intangible property related to the Project;

(d) Environmental Indemnity Agreement, executed by the Borrower and Ironhaven Data Centers LLC, jointly and severally, in favor of the Administrative Agent and the Lenders, providing for indemnification against all environmental liabilities arising from or related to the Project;

(e) Completion Guaranty, executed by Ironhaven Data Centers LLC in favor of the Administrative Agent and the Lenders, guaranteeing the lien-free completion of the Project in accordance with the approved plans and specifications and within the approved Project budget and construction schedule;

(f) Carry Guaranty / Payment Guaranty, executed by Ironhaven Data Centers LLC in favor of the Administrative Agent and the Lenders, guaranteeing the payment of interest, carrying costs, and certain other obligations under the Loan Agreement during the construction period and any extension periods;

(g) Pledge Agreement, executed by Ironhaven Data Centers LLC in favor of the Administrative Agent, pledging one hundred percent (100%) of the membership interests in the Borrower as collateral security for the Loan;

(h) Assignment of Contracts, Permits, and Approvals, executed by the Borrower in favor of the Administrative Agent, providing a collateral assignment of the Borrower's rights, title, and interest in and to the EPC Agreement with Titan-McAllister Construction Group, LLC, the Large Load Service Agreement with Vantage Power Cooperative, the architectural and engineering agreements, all governmental permits, approvals, and entitlements, and all other material contracts related to the Project; and

(i) All other Loan Documents required to be delivered at closing pursuant to the Loan Agreement, each in form and substance satisfactory to the Administrative Agent and its counsel.

7.3 Title and Survey

(a) An ALTA lender's title insurance policy (or irrevocable marked-up title commitment) in the amount of $390,000,000 (Policy No. LTP-2025-391284) has been issued by Sovereign Title Insurance Company, through its agent Fidelitas Title & Escrow, Inc., insuring the Administrative Agent's first-priority deed of trust lien on both the Stonebridge Parcel and the Meridian Parcel, subject only to Permitted Exceptions as approved by the Administrative Agent. Such policy includes all required endorsements and affirmative coverages, including comprehensive endorsements, survey endorsements, zoning endorsements (ALTA 3.1), and such other endorsements as the Administrative Agent has reasonably required.

(b) ALTA/NSPS land title surveys (dated within ninety (90) days of the date hereof) for the Stonebridge Parcel and the Meridian Parcel have been delivered, prepared by Lumen Ridge Engineering, PLLC (Carlos Esteban, PE, Virginia License No. 045812), in compliance with the 2021 Minimum Standard Detail Requirements for ALTA/NSPS Land Title Surveys, including Table A items 1, 2, 3, 4, 6(a), 6(b), 7(a), 7(b)(1), 7(c), 8, 9, 10, 11(a), 13, 14, 16, 17, 18, 19, and 20, and certified to the Borrower, IHDC, the Administrative Agent, each Lender, and the title insurer.

7.4 Appraisal.

Independent MAI appraisals of both the Stonebridge Parcel and the Meridian Parcel have been delivered, prepared by Greystone Appraisal Partners, LLC (Janet Choi, MAI, Virginia Certified General Real Estate Appraiser License No. 4001-012847), in compliance with the Uniform Standards of Professional Appraisal Practice ("USPAP") and the requirements of the Loan Agreement. The appraisals confirm that the appraised values of the Project parcels (on both an "as-is" and "as-completed, stabilized" basis) support the loan-to-cost and loan-to-value covenants set forth in the Loan Agreement. The appraisals are dated within one hundred twenty (120) days of the date hereof and are addressed to the Administrative Agent and each Lender.

7.5 Environmental.

Phase I Environmental Site Assessments for both the Stonebridge Parcel and the Meridian Parcel, and a Phase II Environmental Site Assessment for the Stonebridge Parcel, have been delivered, each prepared by Pendleton Environmental Associates, Inc. (Dr. Renata Volkov, Lead Environmental Scientist), in accordance with ASTM E1527-21 (Phase I) and ASTM E1903-19 (Phase II) standards, and in form and substance satisfactory to the Administrative Agent. The Phase I ESAs identified no recognized environmental conditions with respect to the Meridian Parcel and identified the former agricultural use of the northwest quadrant of the Stonebridge Parcel as a potential recognized environmental condition warranting further investigation. The Phase II ESA, which included soil sampling and analysis, concluded that residual pesticide concentrations are below applicable VDEQ screening levels and that no further investigation or remediation is required. Reliance letters have been issued to the Administrative Agent and each Lender.

7.6 Insurance.

Certificates of insurance and evidence of all required insurance coverages have been delivered to the Administrative Agent, including, without limitation:

(a) Builder's Risk Insurance: An "all-risk" builder's risk insurance policy, including coverage for fire, windstorm, flood, earthquake, terrorism, and soft costs, in the amount of $412,000,000 (equal to 100% of the EPC hard costs), issued by Great Basin Surety & Insurance Corp. (Policy No. BR-2025-0418-VA), with a deductible of $250,000 per occurrence. The policy names the Administrative Agent and each Lender as loss payee, as their interests may appear.

(b) Commercial General Liability (Contractor): A commercial general liability insurance policy maintained by Titan-McAllister Construction Group, LLC in the amount of $150,000,000 per occurrence (and $150,000,000 in the aggregate), issued by Pinnacle Indemnity Insurance Co. (Policy No. CGL-TM-2025-7742). The policy names the Borrower, the Administrative Agent, and each Lender as additional insureds.

(c) Performance Bond and Payment Bond: A performance bond and a payment bond, each in the amount of $412,000,000 (100% of the Guaranteed Maximum Price under the EPC Agreement), issued by Great Basin Surety & Insurance Corp. (Bond Nos. PB-2025-4418A and PB-2025-4418B), naming the Administrative Agent as co-obligee or dual obligee. Each bond is in form and substance satisfactory to the Administrative Agent and complies with the requirements of Section 6.06 of the Loan Agreement.

(d) Directors & Officers Liability Insurance: A directors and officers liability insurance policy maintained by IHDC in the amount of $10,000,000, issued by Clearwater Specialty Underwriters, Inc. (Policy No. DO-CSU-2025-1184).

(e) All such insurance policies name the Administrative Agent and the Lenders as additional insureds, loss payees, and/or mortgagees, as applicable and as required by the Loan Agreement, and all required endorsements have been obtained.

7.7 Construction Documents

(a) A fully executed copy of the EPC Agreement (the "Construction Contract"), with a Guaranteed Maximum Price ("GMP") of $412,000,000, between the Borrower and Titan-McAllister Construction Group, LLC ("General Contractor") (Raymond Okafor, President; Michelle Tran, SVP Data Center Programs), dated as of October 20, 2025, has been delivered. The EPC Agreement is in form and substance satisfactory to the Administrative Agent and its construction consultant, and provides for the design, procurement, and construction of the Project in accordance with approved plans and specifications. The Administrative Agent's consent to the form and terms of the EPC Agreement has been obtained.

(b) The approved construction schedule has been delivered, reflecting the following key milestones:

• Notice to Proceed (NTP): Target date of November 1, 2025

• Substantial Completion — Building A (96,000 SF / 24 MW): Target date of August 1, 2027

• Substantial Completion — Buildings B, C, and D (each 128,000 SF combined / 72 MW total): Target date of November 1, 2027

(c) The GMP budget has been confirmed as follows: $412,000,000 for four (4) data center buildings, with a total gross floor area of approximately 480,000 square feet and a total critical IT load capacity of 96 megawatts, resulting in an average hard cost of approximately $858.33 per square foot and approximately $4,291,667 per megawatt. The GMP includes all direct construction costs, general conditions, overhead, profit, and the General Contractor's contingency, as set forth in the GMP Exhibit to the EPC Agreement. The construction budget is consistent with and forms a component of the total Project budget set forth in Section 8 of this Certificate.

7.8 Power / Utility Agreements

(a) An executed (or substantially final, subject only to ministerial execution formalities) Large Load Service Agreement ("LLSA") between the Borrower and Vantage Power Cooperative ("VPC") (VPC Service Application No. LSA-2025-0091) has been delivered. The LLSA provides for a contracted demand of 120 MVA over a ten-year initial term, with a demand charge of $8.42 per kW per month for years one through five, escalating at 2.5% per annum commencing in year six and for each year thereafter through the expiration of the initial term. The LLSA is in form and substance satisfactory to the Administrative Agent.

(b) An executed (or substantially final) Line Extension Funding Agreement between the Borrower (and/or IHDC) and VPC has been delivered, pursuant to which the Borrower (and/or IHDC) has agreed to contribute $18,500,000 toward the cost of constructing the dedicated 230kV/34.5kV substation and related line extension facilities necessary to serve the Project. Such contribution is included in the Power Infrastructure line item of the Project budget set forth in Section 8 of this Certificate.

(c) An executed Substation Easement Agreement has been delivered, granting VPC an exclusive easement on a portion of the Meridian Parcel (approximately 2.8 acres) for the construction, installation, operation, maintenance, repair, and replacement of the dedicated 230kV/34.5kV substation serving the Project. The easement is subject to the lien of the Deed of Trust and has been approved by the Administrative Agent.

7.9 Equity Contribution

(a) The Borrower and/or IHDC has deposited or made available the minimum equity contribution required to be funded prior to the first draw under the Loan Agreement in the amount of $52,500,000, representing twenty-five percent (25%) of the total equity commitment of $210,000,000. Evidence of such deposit or availability, including bank statements and wire transfer confirmations, has been delivered to the Administrative Agent.

(b) An executed Equity Contribution Agreement between Ridgeline Capital Partners Fund IV, LP and Ironhaven Data Centers LLC has been delivered, pursuant to which Ridgeline Fund IV (through RCP Digital Holdings LLC) has committed to fund the full equity contribution of $210,000,000 (representing 35.0% of the total Project budget of $600,000,000), in accordance with the equity funding schedule and equity-first requirements set forth in the Loan Agreement. The Equity Contribution Agreement is in form and substance satisfactory to the Administrative Agent.

(c) A Ridgeline Fund IV Side Letter has been delivered, executed by Ridgeline Capital Partners Fund IV, LP and Ridgeline Capital Management LLC, providing certain representations, warranties, and covenants for the benefit of the Administrative Agent and the Lenders, including representations regarding the sufficiency of committed capital in Ridgeline Fund IV to fund the equity commitment, the absence of any material restrictions on Ridgeline Fund IV's ability to make capital calls for such purpose, and covenants regarding notice and reporting obligations.

7.10 Entitlements and Permits

(a) Evidence of the approval of the Zoning Modification Application (Docket No. ZMOD-2025-0038) by the Loudoun County Board of Supervisors has been delivered, confirming that data center use is permitted on the Project Site under the approved zoning modification. A certified copy of the Board of Supervisors' resolution approving the ZMOD application has been provided to the Administrative Agent.

(b) The proffer statement accepted by Loudoun County in connection with the ZMOD approval has been delivered, reflecting an estimated proffer amount of $2,400,000, calculated at the rate of $5.00 per square foot of gross floor area (480,000 SF × $5.00/SF). The proffer obligations are included in the Entitlements, Proffers & Soft Costs line item of the Project budget set forth in Section 8 of this Certificate.

(c) All material governmental permits and approvals required for the commencement of construction of the Project have been obtained, or are in the process of being obtained in the ordinary course, with no impediment anticipated that would prevent the timely issuance thereof. The Borrower has no reason to believe that any such permits or approvals will not be issued in due course. A list of all material permits and approvals obtained or applied for has been delivered to the Administrative Agent.

7.11 Legal Opinions

A legal opinion letter, dated as of the date hereof, has been delivered from Calderwood & Harkness LLP (Douglas Fairchild, Responsible Partner, 1900 K Street, NW, Suite 800, Washington, D.C. 20006), addressed to the Administrative Agent and each Lender, opining as to, among other things:

(a) the due organization and valid existence of the Borrower under the laws of the Commonwealth of Virginia;

(b) the authority of the Borrower to execute, deliver, and perform the Loan Documents to which it is a party;

(c) the due execution, delivery, and enforceability of the Loan Documents against the Borrower, subject to the Enforceability Exceptions;

(d) the absence of conflicts between the Loan Documents and (i) the organizational documents of the Borrower, (ii) applicable Virginia law, and (iii) any order, judgment, or decree binding on the Borrower known to such counsel;

(e) the perfection and priority of the liens created by the Deed of Trust (based on the filing and recording thereof) and the Pledge Agreement (based on the delivery of the pledged membership interests and/or the filing of UCC financing statements); and

(f) such other matters as the Administrative Agent has reasonably requested.

7.12 Fees and Expenses

(a) The arrangement fee in the amount of $3,900,000 (representing 1.00% of the $390,000,000 facility amount) has been paid to the Administrative Agent for the account of the Lenders in accordance with the Fee Letter dated September 20, 2025.

(b) All other fees, costs, and expenses payable by the Borrower to the Administrative Agent and the Lenders in connection with the closing of the Loan Agreement have been paid or arrangements satisfactory to the Administrative Agent for the payment thereof have been made, including, without limitation, the legal fees and disbursements of Redmond & Calloway LLP (Victor Redmond, Lead Partner, 8300 Greensboro Drive, Suite 1100, McLean, Virginia 22102), counsel to the Administrative Agent, and all title insurance premiums, survey costs, recording fees, documentary stamp taxes (if any), and other closing costs.

SECTION 8: PROJECT BUDGET CONFIRMATION

8.1 The undersigned hereby confirms that the total Project budget remains $600,000,000, and that no material modification or deviation from the approved Project budget has occurred as of the date hereof. The Project budget is allocated among the following categories:

8.2 The capital stack for the Project is as follows:

8.3 The Loan is syndicated among the following Lenders, with the following individual commitments:

8.4 The Project budget, capital stack, and syndicate commitments set forth above are consistent with and accurately reflect the information contained in the Loan Agreement and the related Loan Documents. No material changes to the Project budget have been made or are anticipated as of the date hereof.

SECTION 9: NO MATERIAL ADVERSE CHANGE

9.1 Since the date of the Loan Agreement (or, if earlier, since the date of the most recent financial statements delivered to the Administrative Agent), no Material Adverse Change (as defined in the Loan Agreement) has occurred in the financial condition, business, operations, properties, assets, liabilities, or prospects of the Borrower, IHDC (as Guarantor), or the Project. Without limiting the generality of the foregoing:

(a) No material deterioration in the financial condition of the Borrower or IHDC has occurred;

(b) No material adverse change in the physical condition of the Project Site has occurred, including without limitation any casualty, condemnation, or environmental contamination not previously disclosed to the Administrative Agent;

(c) No material adverse change in the market conditions, tenant demand, or competitive environment for data center facilities in Loudoun County, Virginia, or the Northern Virginia market generally, has occurred that would reasonably be expected to materially impair the feasibility, value, or anticipated revenue of the Project; and

(d) No event has occurred that would constitute a change of control under Section 7.05 of the Loan Agreement. Ridgeline Capital Partners Fund IV, LP continues to hold, directly and indirectly through RCP Digital Holdings LLC, at least fifty-one percent (51%) of the equity interests in the Borrower and the Guarantor (IHDC), and no transfer, assignment, or encumbrance of such equity interests has occurred other than the pledge of one hundred percent (100%) of the membership interests in the Borrower by IHDC to the Administrative Agent pursuant to the Pledge Agreement.

SECTION 10: SOLVENCY

10.1 The Borrower is, and after giving effect to the closing of the Loan and the transactions contemplated by the Loan Agreement will be, Solvent. For purposes of this Certificate, "Solvent" means that, as of the date hereof and after giving effect to the incurrence of the Loan and the application of the proceeds thereof:

(a) the fair saleable value of the Borrower's assets exceeds, and will exceed, the amount of the Borrower's liabilities (including contingent, subordinated, unmatured, and unliquidated liabilities);

(b) the present fair saleable value of the Borrower's assets is, and will be, greater than the amount that will be required to pay the probable liability of the Borrower on its debts and other liabilities (including contingent, subordinated, unmatured, and unliquidated liabilities) as such debts and other liabilities become absolute and matured;

(c) the Borrower is able to, and will be able to, pay its debts and other liabilities (including contingent, subordinated, unmatured, and unliquidated liabilities) as they become due and payable; and

(d) the Borrower has, and will have, adequate capital to carry on its business as presently conducted and as proposed to be conducted in connection with the development, construction, and operation of the Project.

10.2 In making the foregoing certification, the undersigned has considered all material facts and circumstances known to the undersigned as of the date hereof and has formed the opinions set forth above on a reasonable basis.

SECTION 11: SCHEDULE OF MATERIAL CONTRACTS

11.1 The following material contracts have been entered into by the Borrower (or, to the extent applicable, assigned to the Borrower by IHDC or an affiliate) and remain in full force and effect as of the date hereof. No default or event of default exists under any such contract, and no event has occurred that, with the giving of notice, the lapse of time, or both, would constitute a default or event of default under any such contract:

(a) EPC Agreement with Titan-McAllister Construction Group, LLC, dated as of October 20, 2025, with a Guaranteed Maximum Price of $412,000,000, for the design, procurement, and construction of the Stonebridge Data Center Campus (4 buildings, 480,000 SF, 96 MW);

(b) Large Load Service Agreement with Vantage Power Cooperative, for contracted demand of 120 MVA over a ten-year initial term (VPC Service Application No. LSA-2025-0091);

(c) Line Extension Funding Agreement with Vantage Power Cooperative, pursuant to which the Borrower (and/or IHDC) has committed to contribute $18,500,000 toward the construction of the dedicated 230kV/34.5kV substation and line extension facilities;

(d) Substation Easement Agreement with Vantage Power Cooperative, granting an easement on a portion of the Meridian Parcel for the dedicated substation;

(e) Cross-Access and Utility Easement Agreement between the Stonebridge Parcel and the Meridian Parcel, providing for reciprocal access, utility, drainage, and infrastructure easements necessary for the integrated development and operation of the Project;

(f) Owner's Representative Agreement with Kestrel Infrastructure Advisors, LLC (Diane Prescott, Engagement Lead), for owner's representation and construction monitoring services throughout the construction period;

(g) Civil Engineering Agreement with Lumen Ridge Engineering, PLLC (Carlos Esteban, PE), for civil engineering, site design, grading, stormwater management, and survey services related to the Project; and

(h) Such other contracts and agreements as may be listed on the schedule of material contracts attached to the Loan Agreement, all of which are incorporated herein by reference.

11.2 The Borrower has delivered to the Administrative Agent true, complete, and correct copies of each of the foregoing material contracts (including all amendments, supplements, and modifications thereto), and all such contracts are in form and substance satisfactory to the Administrative Agent. The Borrower's rights, title, and interest in and to each such contract have been collaterally assigned to the Administrative Agent pursuant to the Assignment of Contracts, Permits, and Approvals.

SECTION 12: RELIANCE

12.1 This Certificate is delivered to the Administrative Agent and each Lender in connection with the closing of the Loan Agreement and the making of the initial advance thereunder, and is intended to be relied upon by the Administrative Agent and each Lender (and their respective successors and assigns) in connection with the making of the Loan, the acceptance of the Loan Documents, and the consummation of the transactions contemplated thereby.

12.2 The undersigned acknowledges and agrees that the Administrative Agent and the Lenders would not have entered into the Loan Agreement, agreed to fund the Loan, or consummated the closing without the delivery of this Certificate and the certifications, representations, and warranties contained herein. The undersigned further acknowledges that the Administrative Agent and the Lenders are entitled to rely on the accuracy and completeness of this Certificate and the attached Exhibits without independent investigation or verification.

12.3 All certifications, representations, and warranties contained in this Certificate shall survive the closing of the Loan Agreement and shall be deemed to be continuing certifications, representations, and warranties for the benefit of the Administrative Agent and each Lender until the Loan has been indefeasibly repaid in full and all obligations of the Borrower under the Loan Documents have been fully satisfied and discharged.

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

SIGNATURE PAGE TO BORROWER'S CLOSING CERTIFICATE

IN WITNESS WHEREOF, the undersigned has executed and delivered this Borrower's Closing Certificate as of the date first set forth above.

STONEBRIDGE CAMPUS HOLDINGS LLC, a Virginia limited liability company

By: Ironhaven Data Centers LLC,

a Delaware limited liability company, its sole member

By: ________

Name: Marcus Thorne

Title: Chief Executive Officer of Ironhaven Data Centers LLC, acting as authorized signatory of Stonebridge Campus Holdings LLC

Date: October 15, 2025

ACKNOWLEDGMENT AND CONFIRMATION BY GUARANTOR

The undersigned, Ironhaven Data Centers LLC, a Delaware limited liability company, in its capacity as Guarantor under the Completion Guaranty dated as of October 15, 2025, and the Carry Guaranty (Payment Guaranty) dated as of October 15, 2025, each delivered in connection with the Loan Agreement, hereby:

(a) confirms the accuracy of all certifications, representations, and warranties set forth in the foregoing Borrower's Closing Certificate;

(b) confirms that no Default or Event of Default has occurred and is continuing under the Completion Guaranty, the Carry Guaranty, or any other Loan Document to which the undersigned is a party;

(c) confirms that each of the representations and warranties made by the undersigned in the Completion Guaranty, the Carry Guaranty, and the other Loan Documents to which the undersigned is a party is true and correct in all material respects as of the date hereof; and

(d) confirms that no Material Adverse Change has occurred with respect to the financial condition, business, operations, or prospects of the undersigned since the date of the most recent financial statements delivered to the Administrative Agent.

IRONHAVEN DATA CENTERS LLC, a Delaware limited liability company

By: ________

Name: Priya Dasgupta

Title: Chief Financial Officer

Date: October 15, 2025

LIST OF EXHIBITS

The following Exhibits are attached hereto and incorporated herein by reference:

Exhibit A: Articles of Organization — Stonebridge Campus Holdings LLC (as filed with the Virginia State Corporation Commission, together with all amendments thereto, certified by the Virginia SCC)

Exhibit B: Operating Agreement — Stonebridge Campus Holdings LLC (including all amendments, supplements, and modifications thereto, as in effect on October 15, 2025)

Exhibit C: Certificate of Good Standing (Certificate of Fact of Existence) — Stonebridge Campus Holdings LLC (issued by the Virginia State Corporation Commission, dated within 30 days of October 15, 2025)

Exhibit D: Written Consent of Sole Member (Ironhaven Data Centers LLC) Authorizing the Borrower to Enter into the Loan Agreement and Related Loan Documents (dated October 10, 2025)

Exhibit E: Incumbency Certificate with Specimen Signatures (Marcus Thorne, CEO; Priya Dasgupta, CFO; Leonard Castellano, EVP, Development — each of Ironhaven Data Centers LLC, acting in their respective capacities as authorized signatories of Stonebridge Campus Holdings LLC)

[Exhibits A through E are attached to the original executed Certificate delivered to the Administrative Agent and are available for inspection at the offices of the Administrative Agent. Copies of such Exhibits have been provided to each Lender.]

Name	Title / Capacity	Scope of Authority	Specimen Signature
Marcus Thorne	CEO of Ironhaven Data Centers LLC, acting as authorized signatory of the Borrower (sole member's designated representative)	Full authority: Loan Documents, draw requests, compliance certificates, all notices and instruments	_____
Priya Dasgupta	CFO of Ironhaven Data Centers LLC, acting as authorized signatory of the Borrower	Full authority: Loan Documents, draw requests, compliance certificates, financial statements, all notices and instruments	_____
Leonard Castellano	EVP, Development of Ironhaven Data Centers LLC, acting as authorized signatory of the Borrower	Limited authority: Construction-related draw requests, construction progress reports, change order approvals, and related construction administration documents	_____
Category	Amount
Land Acquisition (Stonebridge Parcel and Meridian Parcel)	$77,900,000
Entitlements, Proffers & Soft Costs	$14,200,000
EPC Hard Costs (Guaranteed Maximum Price)	$412,000,000
Power Infrastructure (substation, line extension, switchgear, on-site electrical)	$61,000,000
Contingency & Reserves (including interest reserve, operating reserve, and construction contingency)	$34,900,000
Total Project Budget	$600,000,000
Source	Amount	Percentage
Equity (Ridgeline Capital Partners Fund IV, LP / IHDC)	$210,000,000	35.0%
Senior Secured Construction Loan (the Loan)	$390,000,000	65.0%
Total	$600,000,000	100.0%
Lender	Commitment Amount	Pro Rata Share
Summit National Bank, N.A. (Administrative Agent and Lender)	$180,000,000	46.15%
Cascade Commercial Lending Corp.	$130,000,000	33.33%
Harborview Trust Company	$80,000,000	20.51%
Total	$390,000,000	100.00%

BORROWER'S CLOSING CERTIFICATE
Delivered Pursuant to Section 4.01 of the Construction Loan Agreement dated as of October 15, 2025
$390,000,000 Senior Secured Construction Loan Facility
Summit Loan Commitment Reference: CL-2025-VA-04418
October 15, 2025
Delivered to:
Summit National Bank, N.A., as Administrative Agent 1275 Avenue of Commerce, 12th Floor McLean, Virginia 22102
Attention: Syndicated Lending Group — Construction Finance Division
and
Each Lender party to the Loan Agreement (as defined below), including Cascade Commercial Lending Corp. and Harborview Trust Company
Reference: Construction Loan Agreement (the "Loan Agreement") dated as of October 15, 2025, among Stonebridge Campus Holdings LLC, a Virginia limited liability company (the "Borrower"), Summit National Bank, N.A., as Administrative Agent (the "Administrative Agent"), and the lenders from time to time party thereto (the "Lenders"), including Cascade Commercial Lending Corp. and Harborview Trust Company, providing for a senior secured construction loan facility in an aggregate principal amount of up to $390,000,000 (the "Loan").
RECITALS
The undersigned, an authorized officer acting on behalf of Stonebridge Campus Holdings LLC, a Virginia limited liability company (the "Borrower"), hereby certifies, represents, and warrants to the Administrative Agent and each Lender, in connection with the closing of the Loan Agreement on the date hereof, and pursuant to Section 4.01 (Conditions Precedent to Closing) of the Loan Agreement, as follows:
WHEREAS, the Borrower is a single-purpose Virginia limited liability company formed for the sole purpose of acquiring, owning, developing, and operating the Stonebridge Data Center Campus (the "Project"), a mission-critical data center development located at the intersection of Belmont Ridge Road and Stonebridge Boulevard, in unincorporated Loudoun County, Virginia 20148;
WHEREAS, the Project consists of two contiguous parcels: (i) the Stonebridge Parcel, comprising approximately 62.0 acres, identified on the Loudoun County tax maps as Tax Map Reference No. /95-4A-1/// (the "Stonebridge Parcel"), and (ii) the Meridian Parcel, comprising approximately 19.4 acres, identified on the Loudoun County tax maps as Tax Map Reference No. /95-4A-2/// (the "Meridian Parcel" and, together with the Stonebridge Parcel, the "Project Site"), totaling approximately 81.4 acres;
WHEREAS, the total Project budget for the development and construction of the Project is $600,000,000, to be funded through a combination of equity contributions from the Borrower's direct and indirect equity holders and the proceeds of the Loan; and
WHEREAS, the Borrower is delivering this Borrower's Closing Certificate (this "Certificate") in satisfaction of the conditions precedent set forth in Section 4.01 of the Loan Agreement.
Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Loan Agreement.
NOW, THEREFORE, the undersigned, in such authorized capacity, hereby certifies as follows:
SECTION 1: ORGANIZATION AND GOOD STANDING
1.1 The Borrower is a limited liability company duly organized, validly existing, and in good standing under the laws of the Commonwealth of Virginia. The Borrower was formed by filing its Articles of Organization with the Virginia State Corporation Commission (the "SCC") in accordance with the Virginia Limited Liability Company Act, Title 13.1, Chapter 12 of the Code of Virginia, as amended (the "Virginia LLC Act"). The Articles of Organization remain in full force and effect as of the date hereof and have not been amended, restated, or otherwise modified since the date of their original filing, except as set forth in the copies attached hereto as Exhibit A.
1.2 The Borrower is duly qualified to transact business and is in good standing in the Commonwealth of Virginia and in each other jurisdiction where the nature of its business or the ownership, leasing, or operation of its properties requires such qualification, except where the failure to be so qualified or in good standing could not reasonably be expected to have a Material Adverse Effect (as defined in the Loan Agreement).
1.3 The Borrower is a single-purpose entity formed solely for the purpose of acquiring, developing, owning, and operating the Project. The Borrower has not engaged, and does not engage, in any business or activity other than those activities directly related to the ownership, development, construction, financing, leasing, and operation of the Project, and activities incidental thereto, in each case as permitted by the Loan Agreement and the Operating Agreement of the Borrower.
1.4 The sole member of the Borrower is Ironhaven Data Centers LLC, a Delaware limited liability company ("IHDC"), with its principal offices located at 44680 Prentice Drive, Suite 200, Ashburn, Virginia 20147 (EIN: 84-3291057). IHDC holds one hundred percent (100%) of the membership interests in the Borrower.
1.5 IHDC is in turn held, through RCP Digital Holdings LLC, a Delaware limited liability company ("RCP Digital"), by the following equity holders:
(a) Ridgeline Capital Partners Fund IV, LP, a Delaware limited partnership ("Ridgeline Fund IV"), which holds a ninety-two percent (92%) economic and voting interest in RCP Digital; and
(b) Ironhaven Management Incentive Pool LLC, a Delaware limited liability company (the "Management Pool"), which holds an eight percent (8%) profits interest in RCP Digital, subject to the terms and conditions of the RCP Digital operating agreement.
1.6 Ridgeline Capital Partners Fund IV, LP is managed by its general partner, Ridgeline Capital Management LLC, a Delaware limited liability company. Ridgeline Capital Management LLC is registered as an investment adviser with the U.S. Securities and Exchange Commission and serves as the investment manager and general partner of Ridgeline Fund IV.
1.7 The organizational chart reflecting the foregoing ownership structure has been previously delivered to the Administrative Agent and is consistent in all respects with the representations set forth in this Section 1.
SECTION 2: AUTHORITY AND AUTHORIZATION
2.1 The execution, delivery, and performance by the Borrower of the Loan Agreement, the Promissory Note, the Deed of Trust, Assignment of Leases and Rents, and Security Agreement (the "Deed of Trust"), the Environmental Indemnity Agreement, and all other Loan Documents to which the Borrower is a party (collectively, the "Borrower Loan Documents") have been duly authorized by all necessary limited liability company action on the part of the Borrower.
2.2 The sole member of the Borrower, IHDC, has executed and delivered a written consent in lieu of a meeting (a true, complete, and correct copy of which is attached hereto as Exhibit D), dated as of October 10, 2025, authorizing the Borrower to:
(a) enter into, execute, and deliver the Loan Agreement and all Loan Documents contemplated thereby;
(b) borrow up to Three Hundred Ninety Million Dollars ($390,000,000) under the Loan Agreement;
(c) grant the liens, security interests, assignments, and pledges contemplated by the Deed of Trust, the Assignment of Contracts, Permits, and Approvals, and the other Loan Documents;
(d) designate Marcus Thorne, Priya Dasgupta, and Leonard Castellano as authorized signatories of the Borrower for all purposes related to the Loan Agreement and the Loan Documents, including, without limitation, the execution and delivery of draw requests, compliance certificates, and other notices and instruments required or permitted thereunder; and
(e) take all other actions as may be necessary or desirable to consummate the transactions contemplated by the Loan Agreement and the other Loan Documents.
2.3 No other approvals, consents, or authorizations of any person, entity, or governmental authority are required in connection with the execution, delivery, and performance by the Borrower of the Borrower Loan Documents, other than those that have already been obtained, copies of which have been delivered to the Administrative Agent. Without limiting the generality of the foregoing, no consent or approval of any holder of indebtedness of the Borrower (there being no indebtedness of the Borrower outstanding other than the Loan), any equity holder of the Borrower not otherwise a party to or bound by the Loan Documents, or any governmental authority (other than permits, approvals, and entitlements specifically addressed in Section 7.10 hereof) is required.
2.4 The Borrower Loan Documents constitute the legal, valid, and binding obligations of the Borrower, enforceable against the Borrower in accordance with their respective terms, subject in each case to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and other similar laws affecting creditors' rights generally, and to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) (collectively, the "Enforceability Exceptions").
2.5 The execution, delivery, and performance by the Borrower of the Borrower Loan Documents do not and will not (a) violate or conflict with the Articles of Organization or the Operating Agreement of the Borrower, (b) violate or conflict with any applicable law, rule, regulation, order, judgment, or decree binding on the Borrower or the Project, (c) result in the creation or imposition of any lien, charge, or encumbrance on any property of the Borrower other than the liens created under the Loan Documents, or (d) result in a breach of, or constitute a default under, any material agreement or instrument to which the Borrower is a party or by which the Borrower or its assets are bound.
SECTION 3: INCUMBENCY CERTIFICATE
3.1 The undersigned hereby certifies that each of the persons listed below is a duly authorized signatory of the Borrower, has been authorized by all necessary limited liability company action (including the written consent of the sole member attached as Exhibit D) to execute and deliver the Loan Documents, draw requests, compliance certificates, and other documents and instruments on behalf of the Borrower in the capacity set forth opposite such person's name, and that the specimen signature set forth opposite such person's name is the genuine signature of such person:
3.2 Each person listed in the table above has been duly authorized to act on behalf of the Borrower in the capacity and with the scope of authority indicated, and the specimen signature set forth opposite such person's name is the true and genuine signature of such person. Such authorizations shall remain in effect until the Administrative Agent receives written notice from the Borrower revoking or modifying such authorizations.
3.3 A complete Incumbency Certificate with original specimen signatures is also attached hereto as Exhibit E.
SECTION 4: ORGANIZATIONAL DOCUMENTS
4.1 Attached hereto as Exhibit A is a true, complete, and correct copy of the Articles of Organization of the Borrower, as filed with the Virginia State Corporation Commission, together with all amendments thereto (if any), certified by the Virginia SCC. Such Articles of Organization have not been further amended, restated, supplemented, or otherwise modified since the date of such certification and are in full force and effect as of the date hereof.
4.2 Attached hereto as Exhibit B is a true, complete, and correct copy of the Operating Agreement of the Borrower (including all amendments, supplements, and modifications thereto), as in effect on the date hereof. The Operating Agreement sets forth the complete agreement among the members of the Borrower with respect to the governance, management, and operation of the Borrower. No other operating agreement, limited liability company agreement, or similar governing document exists with respect to the Borrower.
4.3 The Operating Agreement contains all required single-purpose entity provisions and separateness covenants as specified in Schedule 6.12 of the Loan Agreement, including, without limitation, provisions requiring the Borrower to (a) maintain its own separate books, records, and bank accounts, (b) hold itself out as a separate and distinct entity from its member and affiliates, (c) maintain arm's-length relationships with affiliates, (d) refrain from commingling its assets with those of any other person, (e) pay its own liabilities and expenses from its own funds, (f) maintain at least one independent director or special member (as applicable) whose consent is required for the filing of any voluntary bankruptcy petition, (g) comply with all formalities necessary to maintain its separate existence, and (h) not guarantee or become obligated for the debts of any other person (other than as expressly permitted by the Loan Agreement).
4.4 Attached hereto as Exhibit C is a Certificate of Good Standing (or Certificate of Fact of Existence) of the Borrower issued by the Virginia State Corporation Commission, dated not more than thirty (30) days prior to the date hereof, confirming that the Borrower is in good standing and authorized to transact business in the Commonwealth of Virginia.
4.5 Attached hereto as Exhibit D is a true, complete, and correct copy of the written consent of Ironhaven Data Centers LLC, as sole member of the Borrower, dated as of October 10, 2025, authorizing the transactions contemplated by the Loan Documents. Such written consent was duly adopted in accordance with the Virginia LLC Act and the Operating Agreement of the Borrower and has not been revoked, amended, or superseded.
SECTION 5: REPRESENTATIONS AND WARRANTIES
5.1 The undersigned hereby certifies that each of the representations and warranties made by the Borrower in the Loan Agreement and the other Loan Documents is true and correct in all material respects (or, with respect to representations and warranties qualified by materiality or Material Adverse Effect, true and correct in all respects) as of the date hereof, with the same force and effect as though made on and as of the date hereof, except to the extent that such representations and warranties are expressly stated to relate to an earlier date, in which case such representations and warranties are true and correct in all material respects as of such earlier date. Without limiting the generality of the foregoing, the undersigned specifically certifies as follows:
(a) Title to Project Site. The Borrower owns good and marketable fee simple title to (i) the Stonebridge Parcel, comprising approximately 62.0 acres as more particularly described in the Deed of Trust, acquired from Blackthorn Realty Group, Inc. for a purchase price of Fifty-Eight Million Five Hundred Thousand Dollars ($58,500,000) pursuant to a Purchase and Sale Agreement dated June 12, 2025, and (ii) the Meridian Parcel, comprising approximately 19.4 acres as more particularly described in the Deed of Trust, acquired from Meridian Acres LLC for a purchase price of Nineteen Million Four Hundred Thousand Dollars ($19,400,000) pursuant to a Purchase and Sale Agreement dated July 8, 2025. Each parcel is owned free and clear of all liens, claims, encumbrances, security interests, and other title defects, other than (x) the Permitted Exceptions as defined in and set forth on Schedule B to the Deed of Trust and the Lender's title insurance policy, and (y) the lien of the Deed of Trust securing the Loan.
(b) Title Insurance. A lender's title insurance policy (the "Lender's Policy") in the amount of Three Hundred Ninety Million Dollars ($390,000,000) has been issued, or an irrevocable commitment to issue the same has been delivered, by Sovereign Title Insurance Company (Policy No. LTP-2025-391284), acting through its agent Fidelitas Title & Escrow, Inc. (901 N. Washington Street, Suite 400, Alexandria, Virginia 22314), insuring the first-priority lien of the Deed of Trust on the Stonebridge Parcel and the Meridian Parcel, subject only to Permitted Exceptions. Such policy includes all endorsements required by the Loan Agreement, including without limitation ALTA 3.1, 9.1, 9.2, 9.6, 9.7, 17, 17.1, 19, 22, 25, 28, 28.1, and such other endorsements as the Administrative Agent may have reasonably requested.
(c) No Other Indebtedness. The Borrower has not incurred any indebtedness or borrowed any money, other than the indebtedness arising under the Loan Agreement, and has not guaranteed or otherwise become liable for the obligations of any other person, except as expressly permitted by the Loan Agreement.
(d) No Litigation. No litigation, arbitration, governmental investigation, or other legal or administrative proceeding is pending or, to the actual knowledge of the Borrower (after due inquiry), threatened against the Borrower, IHDC, or the Project, or any of their respective properties or assets, that (i) could reasonably be expected to have a Material Adverse Effect, (ii) seeks to enjoin, restrain, or otherwise prevent the consummation of the transactions contemplated by the Loan Documents, or (iii) questions the validity or enforceability of any Loan Document. No judgments, orders, writs, injunctions, decrees, or awards have been entered against the Borrower or the Project that remain unsatisfied.
(e) Environmental Compliance. The Borrower is in compliance with all applicable Environmental Laws (as defined in the Loan Agreement) with respect to the Project. Phase I Environmental Site Assessments have been completed for both the Stonebridge Parcel and the Meridian Parcel by Pendleton Environmental Associates, Inc. (Dr. Renata Volkov, Lead Environmental Scientist), in accordance with ASTM E1527-21 standards, and copies thereof have been delivered to the Administrative Agent. A Phase II Environmental Site Assessment has been completed for the Stonebridge Parcel to address the former agricultural use of such parcel and potential residual pesticide contamination identified in the northwest quadrant thereof (an area of approximately 4.2 acres). The Phase II ESA concluded that pesticide concentrations detected in the affected area are below applicable Virginia Department of Environmental Quality ("VDEQ") residential screening levels and well below industrial/commercial screening levels, and that no further investigation or remediation is required at this time. All environmental findings, reports, and recommendations have been disclosed to the Administrative Agent in full, and no environmental condition exists on or affecting the Project Site that could reasonably be expected to result in material liability to the Borrower or to materially impair the value of the Project.
(f) Taxes. All taxes, assessments, water and sewer charges, and other governmental charges due and payable by the Borrower with respect to the Project or otherwise as of the date hereof have been paid in full when due. No tax liens have been filed against the Borrower or the Project, and no tax assessment is pending or threatened against the Project. The Borrower has filed all tax returns and reports required to be filed by it, and all such returns and reports are true, correct, and complete in all material respects.
(g) Zoning and Land Use Compliance. The Borrower's proposed use and development of the Project is in compliance with all applicable zoning, land use, and building laws, ordinances, rules, and regulations. The Zoning Modification Application (Docket No. ZMOD-2025-0038) was approved by the Loudoun County Board of Supervisors at its October 2025 public hearing, permitting data center use on the Project Site. The existing zoning classification of the Project Site is PD-IP (Planned Development — Industrial Park), as modified by the ZMOD approval to expressly permit data center use and associated infrastructure. The approved site plan and development conditions are consistent with the Project plans and specifications delivered to the Administrative Agent. No variance, special exception, or other discretionary land use approval is required for the development and operation of the Project as contemplated by the Loan Documents, other than those that have been obtained or are being obtained in the ordinary course of the permitting process.
(h) No Change of Control. No change of control (as defined in Section 7.05 of the Loan Agreement) has occurred with respect to the Borrower or IHDC. Ridgeline Capital Partners Fund IV, LP continues to hold, directly or indirectly through RCP Digital Holdings LLC, at least fifty-one percent (51%) of the equity interests in the Borrower and the Guarantor (IHDC). No transfer, assignment, pledge, or encumbrance of any equity interests in the Borrower has occurred other than the pledge of one hundred percent (100%) of the membership interests in the Borrower by IHDC to the Administrative Agent pursuant to the Pledge Agreement.
SECTION 6: NO DEFAULT
6.1 No Default or Event of Default (each as defined in the Loan Agreement) under the Loan Agreement or any other Loan Document has occurred and is continuing as of the date hereof, or would result from the closing of the Loan and the making of the initial advance thereunder.
6.2 The Borrower is in full compliance with all covenants, agreements, terms, and conditions contained in the Loan Agreement and the other Loan Documents, in each case as of the date hereof, including, without limitation, the following:
(a) Loan-to-Cost Ratio. The Loan-to-Cost Ratio does not exceed sixty-five percent (65.0%) as of the date hereof. The current Loan-to-Cost Ratio is calculated as follows: $390,000,000 (maximum Loan amount) ÷ $600,000,000 (total Project budget) = 65.0%, which is equal to or less than the maximum permitted Loan-to-Cost Ratio of 65.0%.
(b) Single-Purpose Entity Covenants. The Borrower is in compliance with all single-purpose entity covenants and separateness provisions set forth in Section 6.12 of the Loan Agreement and in the Operating Agreement of the Borrower, including all covenants described in Section 4.3 of this Certificate.
(c) Insurance Requirements. The Borrower is in compliance with all insurance requirements set forth in Section 6.06 of the Loan Agreement, and all required insurance policies are in full force and effect as of the date hereof, with all premiums paid current through the applicable policy periods. Evidence of such insurance coverages has been delivered to the Administrative Agent as more fully described in Section 7.6 of this Certificate.
6.3 No event has occurred and no condition exists that, with the giving of notice, the lapse of time, or both, would constitute a Default or Event of Default under the Loan Agreement or any other Loan Document.
SECTION 7: SATISFACTION OF CONDITIONS PRECEDENT
7.0 The undersigned hereby certifies that all conditions precedent to the closing of the Loan and the making of the initial advance under the Loan Agreement, as set forth in Section 4.01 thereof, have been satisfied in full (or, to the extent expressly permitted, waived in writing by the Administrative Agent), including, without limitation, the following:
7.1 Entity and Organizational Documents
(a) Delivery of certified copies of the Articles of Organization, Operating Agreement, and Certificate of Good Standing (or Certificate of Fact of Existence) of the Borrower, and the written consent of the sole member of the Borrower authorizing the transactions contemplated by the Loan Documents, all as more fully described in Section 4 of this Certificate and attached hereto as Exhibits A through D.
(b) Delivery of a Secretary's Certificate (or equivalent officer's certificate) of Ironhaven Data Centers LLC (as Guarantor), certifying as to the incumbency of its officers, the authenticity of its organizational documents (including its Certificate of Formation, Operating Agreement, and Certificate of Good Standing from the Delaware Secretary of State), and the adoption of resolutions authorizing IHDC's entry into the Completion Guaranty, the Carry Guaranty (Payment Guaranty), the Pledge Agreement, the Environmental Indemnity Agreement, and each other Loan Document to which IHDC is a party.
7.2 Loan Documents
The following Loan Documents have been duly executed and delivered by all parties thereto:
(a) Construction Loan Agreement, dated as of October 15, 2025, among the Borrower, the Administrative Agent, and the Lenders, providing for a senior secured construction loan facility in an aggregate principal amount of up to $390,000,000;
(b) Promissory Note, in the principal amount of $390,000,000, executed by the Borrower in favor of Summit National Bank, N.A., as Administrative Agent, for the ratable benefit of the Lenders;
(c) Deed of Trust, Assignment of Leases and Rents, and Security Agreement, executed by the Borrower, as grantor, for the benefit of the Administrative Agent, as trustee and beneficiary, covering the Stonebridge Parcel and the Meridian Parcel, Loudoun County, Virginia, and granting a first-priority deed of trust lien on the Project Site and all improvements thereon, together with all fixtures, personal property, and intangible property related to the Project;
(d) Environmental Indemnity Agreement, executed by the Borrower and Ironhaven Data Centers LLC, jointly and severally, in favor of the Administrative Agent and the Lenders, providing for indemnification against all environmental liabilities arising from or related to the Project;
(e) Completion Guaranty, executed by Ironhaven Data Centers LLC in favor of the Administrative Agent and the Lenders, guaranteeing the lien-free completion of the Project in accordance with the approved plans and specifications and within the approved Project budget and construction schedule;
(f) Carry Guaranty / Payment Guaranty, executed by Ironhaven Data Centers LLC in favor of the Administrative Agent and the Lenders, guaranteeing the payment of interest, carrying costs, and certain other obligations under the Loan Agreement during the construction period and any extension periods;
(g) Pledge Agreement, executed by Ironhaven Data Centers LLC in favor of the Administrative Agent, pledging one hundred percent (100%) of the membership interests in the Borrower as collateral security for the Loan;
(h) Assignment of Contracts, Permits, and Approvals, executed by the Borrower in favor of the Administrative Agent, providing a collateral assignment of the Borrower's rights, title, and interest in and to the EPC Agreement with Titan-McAllister Construction Group, LLC, the Large Load Service Agreement with Vantage Power Cooperative, the architectural and engineering agreements, all governmental permits, approvals, and entitlements, and all other material contracts related to the Project; and
(i) All other Loan Documents required to be delivered at closing pursuant to the Loan Agreement, each in form and substance satisfactory to the Administrative Agent and its counsel.
7.3 Title and Survey
(a) An ALTA lender's title insurance policy (or irrevocable marked-up title commitment) in the amount of $390,000,000 (Policy No. LTP-2025-391284) has been issued by Sovereign Title Insurance Company, through its agent Fidelitas Title & Escrow, Inc., insuring the Administrative Agent's first-priority deed of trust lien on both the Stonebridge Parcel and the Meridian Parcel, subject only to Permitted Exceptions as approved by the Administrative Agent. Such policy includes all required endorsements and affirmative coverages, including comprehensive endorsements, survey endorsements, zoning endorsements (ALTA 3.1), and such other endorsements as the Administrative Agent has reasonably required.
(b) ALTA/NSPS land title surveys (dated within ninety (90) days of the date hereof) for the Stonebridge Parcel and the Meridian Parcel have been delivered, prepared by Lumen Ridge Engineering, PLLC (Carlos Esteban, PE, Virginia License No. 045812), in compliance with the 2021 Minimum Standard Detail Requirements for ALTA/NSPS Land Title Surveys, including Table A items 1, 2, 3, 4, 6(a), 6(b), 7(a), 7(b)(1), 7(c), 8, 9, 10, 11(a), 13, 14, 16, 17, 18, 19, and 20, and certified to the Borrower, IHDC, the Administrative Agent, each Lender, and the title insurer.
7.4 Appraisal.  
Independent MAI appraisals of both the Stonebridge Parcel and the Meridian Parcel have been delivered, prepared by Greystone Appraisal Partners, LLC (Janet Choi, MAI, Virginia Certified General Real Estate Appraiser License No. 4001-012847), in compliance with the Uniform Standards of Professional Appraisal Practice ("USPAP") and the requirements of the Loan Agreement. The appraisals confirm that the appraised values of the Project parcels (on both an "as-is" and "as-completed, stabilized" basis) support the loan-to-cost and loan-to-value covenants set forth in the Loan Agreement. The appraisals are dated within one hundred twenty (120) days of the date hereof and are addressed to the Administrative Agent and each Lender.
7.5 Environmental.  
Phase I Environmental Site Assessments for both the Stonebridge Parcel and the Meridian Parcel, and a Phase II Environmental Site Assessment for the Stonebridge Parcel, have been delivered, each prepared by Pendleton Environmental Associates, Inc. (Dr. Renata Volkov, Lead Environmental Scientist), in accordance with ASTM E1527-21 (Phase I) and ASTM E1903-19 (Phase II) standards, and in form and substance satisfactory to the Administrative Agent. The Phase I ESAs identified no recognized environmental conditions with respect to the Meridian Parcel and identified the former agricultural use of the northwest quadrant of the Stonebridge Parcel as a potential recognized environmental condition warranting further investigation. The Phase II ESA, which included soil sampling and analysis, concluded that residual pesticide concentrations are below applicable VDEQ screening levels and that no further investigation or remediation is required. Reliance letters have been issued to the Administrative Agent and each Lender.
7.6 Insurance.  
Certificates of insurance and evidence of all required insurance coverages have been delivered to the Administrative Agent, including, without limitation:
(a) Builder's Risk Insurance: An "all-risk" builder's risk insurance policy, including coverage for fire, windstorm, flood, earthquake, terrorism, and soft costs, in the amount of $412,000,000 (equal to 100% of the EPC hard costs), issued by Great Basin Surety & Insurance Corp. (Policy No. BR-2025-0418-VA), with a deductible of $250,000 per occurrence. The policy names the Administrative Agent and each Lender as loss payee, as their interests may appear.
(b) Commercial General Liability (Contractor): A commercial general liability insurance policy maintained by Titan-McAllister Construction Group, LLC in the amount of $150,000,000 per occurrence (and $150,000,000 in the aggregate), issued by Pinnacle Indemnity Insurance Co. (Policy No. CGL-TM-2025-7742). The policy names the Borrower, the Administrative Agent, and each Lender as additional insureds.
(c) Performance Bond and Payment Bond: A performance bond and a payment bond, each in the amount of $412,000,000 (100% of the Guaranteed Maximum Price under the EPC Agreement), issued by Great Basin Surety & Insurance Corp. (Bond Nos. PB-2025-4418A and PB-2025-4418B), naming the Administrative Agent as co-obligee or dual obligee. Each bond is in form and substance satisfactory to the Administrative Agent and complies with the requirements of Section 6.06 of the Loan Agreement.
(d) Directors & Officers Liability Insurance: A directors and officers liability insurance policy maintained by IHDC in the amount of $10,000,000, issued by Clearwater Specialty Underwriters, Inc. (Policy No. DO-CSU-2025-1184).
(e) All such insurance policies name the Administrative Agent and the Lenders as additional insureds, loss payees, and/or mortgagees, as applicable and as required by the Loan Agreement, and all required endorsements have been obtained.
7.7 Construction Documents
(a) A fully executed copy of the EPC Agreement (the "Construction Contract"), with a Guaranteed Maximum Price ("GMP") of $412,000,000, between the Borrower and Titan-McAllister Construction Group, LLC ("General Contractor") (Raymond Okafor, President; Michelle Tran, SVP Data Center Programs), dated as of October 20, 2025, has been delivered. The EPC Agreement is in form and substance satisfactory to the Administrative Agent and its construction consultant, and provides for the design, procurement, and construction of the Project in accordance with approved plans and specifications. The Administrative Agent's consent to the form and terms of the EPC Agreement has been obtained.
(b) The approved construction schedule has been delivered, reflecting the following key milestones:
•  Notice to Proceed (NTP): Target date of November 1, 2025
•  Substantial Completion — Building A (96,000 SF / 24 MW): Target date of August 1, 2027
•  Substantial Completion — Buildings B, C, and D (each 128,000 SF combined / 72 MW total): Target date of November 1, 2027
(c) The GMP budget has been confirmed as follows: $412,000,000 for four (4) data center buildings, with a total gross floor area of approximately 480,000 square feet and a total critical IT load capacity of 96 megawatts, resulting in an average hard cost of approximately $858.33 per square foot and approximately $4,291,667 per megawatt. The GMP includes all direct construction costs, general conditions, overhead, profit, and the General Contractor's contingency, as set forth in the GMP Exhibit to the EPC Agreement. The construction budget is consistent with and forms a component of the total Project budget set forth in Section 8 of this Certificate.
7.8 Power / Utility Agreements
(a) An executed (or substantially final, subject only to ministerial execution formalities) Large Load Service Agreement ("LLSA") between the Borrower and Vantage Power Cooperative ("VPC") (VPC Service Application No. LSA-2025-0091) has been delivered. The LLSA provides for a contracted demand of 120 MVA over a ten-year initial term, with a demand charge of $8.42 per kW per month for years one through five, escalating at 2.5% per annum commencing in year six and for each year thereafter through the expiration of the initial term. The LLSA is in form and substance satisfactory to the Administrative Agent.
(b) An executed (or substantially final) Line Extension Funding Agreement between the Borrower (and/or IHDC) and VPC has been delivered, pursuant to which the Borrower (and/or IHDC) has agreed to contribute $18,500,000 toward the cost of constructing the dedicated 230kV/34.5kV substation and related line extension facilities necessary to serve the Project. Such contribution is included in the Power Infrastructure line item of the Project budget set forth in Section 8 of this Certificate.
(c) An executed Substation Easement Agreement has been delivered, granting VPC an exclusive easement on a portion of the Meridian Parcel (approximately 2.8 acres) for the construction, installation, operation, maintenance, repair, and replacement of the dedicated 230kV/34.5kV substation serving the Project. The easement is subject to the lien of the Deed of Trust and has been approved by the Administrative Agent.
7.9 Equity Contribution
(a) The Borrower and/or IHDC has deposited or made available the minimum equity contribution required to be funded prior to the first draw under the Loan Agreement in the amount of $52,500,000, representing twenty-five percent (25%) of the total equity commitment of $210,000,000. Evidence of such deposit or availability, including bank statements and wire transfer confirmations, has been delivered to the Administrative Agent.
(b) An executed Equity Contribution Agreement between Ridgeline Capital Partners Fund IV, LP and Ironhaven Data Centers LLC has been delivered, pursuant to which Ridgeline Fund IV (through RCP Digital Holdings LLC) has committed to fund the full equity contribution of $210,000,000 (representing 35.0% of the total Project budget of $600,000,000), in accordance with the equity funding schedule and equity-first requirements set forth in the Loan Agreement. The Equity Contribution Agreement is in form and substance satisfactory to the Administrative Agent.
(c) A Ridgeline Fund IV Side Letter has been delivered, executed by Ridgeline Capital Partners Fund IV, LP and Ridgeline Capital Management LLC, providing certain representations, warranties, and covenants for the benefit of the Administrative Agent and the Lenders, including representations regarding the sufficiency of committed capital in Ridgeline Fund IV to fund the equity commitment, the absence of any material restrictions on Ridgeline Fund IV's ability to make capital calls for such purpose, and covenants regarding notice and reporting obligations.
7.10 Entitlements and Permits
(a) Evidence of the approval of the Zoning Modification Application (Docket No. ZMOD-2025-0038) by the Loudoun County Board of Supervisors has been delivered, confirming that data center use is permitted on the Project Site under the approved zoning modification. A certified copy of the Board of Supervisors' resolution approving the ZMOD application has been provided to the Administrative Agent.
(b) The proffer statement accepted by Loudoun County in connection with the ZMOD approval has been delivered, reflecting an estimated proffer amount of $2,400,000, calculated at the rate of $5.00 per square foot of gross floor area (480,000 SF × $5.00/SF). The proffer obligations are included in the Entitlements, Proffers & Soft Costs line item of the Project budget set forth in Section 8 of this Certificate.
(c) All material governmental permits and approvals required for the commencement of construction of the Project have been obtained, or are in the process of being obtained in the ordinary course, with no impediment anticipated that would prevent the timely issuance thereof. The Borrower has no reason to believe that any such permits or approvals will not be issued in due course. A list of all material permits and approvals obtained or applied for has been delivered to the Administrative Agent.
7.11 Legal Opinions
A legal opinion letter, dated as of the date hereof, has been delivered from Calderwood & Harkness LLP (Douglas Fairchild, Responsible Partner, 1900 K Street, NW, Suite 800, Washington, D.C. 20006), addressed to the Administrative Agent and each Lender, opining as to, among other things:
(a) the due organization and valid existence of the Borrower under the laws of the Commonwealth of Virginia;
(b) the authority of the Borrower to execute, deliver, and perform the Loan Documents to which it is a party;
(c) the due execution, delivery, and enforceability of the Loan Documents against the Borrower, subject to the Enforceability Exceptions;
(d) the absence of conflicts between the Loan Documents and (i) the organizational documents of the Borrower, (ii) applicable Virginia law, and (iii) any order, judgment, or decree binding on the Borrower known to such counsel;
(e) the perfection and priority of the liens created by the Deed of Trust (based on the filing and recording thereof) and the Pledge Agreement (based on the delivery of the pledged membership interests and/or the filing of UCC financing statements); and
(f) such other matters as the Administrative Agent has reasonably requested.
7.12 Fees and Expenses
(a) The arrangement fee in the amount of $3,900,000 (representing 1.00% of the $390,000,000 facility amount) has been paid to the Administrative Agent for the account of the Lenders in accordance with the Fee Letter dated September 20, 2025.
(b) All other fees, costs, and expenses payable by the Borrower to the Administrative Agent and the Lenders in connection with the closing of the Loan Agreement have been paid or arrangements satisfactory to the Administrative Agent for the payment thereof have been made, including, without limitation, the legal fees and disbursements of Redmond & Calloway LLP (Victor Redmond, Lead Partner, 8300 Greensboro Drive, Suite 1100, McLean, Virginia 22102), counsel to the Administrative Agent, and all title insurance premiums, survey costs, recording fees, documentary stamp taxes (if any), and other closing costs.
SECTION 8: PROJECT BUDGET CONFIRMATION
8.1 The undersigned hereby confirms that the total Project budget remains $600,000,000, and that no material modification or deviation from the approved Project budget has occurred as of the date hereof. The Project budget is allocated among the following categories:
8.2 The capital stack for the Project is as follows:
8.3 The Loan is syndicated among the following Lenders, with the following individual commitments:
8.4 The Project budget, capital stack, and syndicate commitments set forth above are consistent with and accurately reflect the information contained in the Loan Agreement and the related Loan Documents. No material changes to the Project budget have been made or are anticipated as of the date hereof.
SECTION 9: NO MATERIAL ADVERSE CHANGE
9.1 Since the date of the Loan Agreement (or, if earlier, since the date of the most recent financial statements delivered to the Administrative Agent), no Material Adverse Change (as defined in the Loan Agreement) has occurred in the financial condition, business, operations, properties, assets, liabilities, or prospects of the Borrower, IHDC (as Guarantor), or the Project. Without limiting the generality of the foregoing:
(a) No material deterioration in the financial condition of the Borrower or IHDC has occurred;
(b) No material adverse change in the physical condition of the Project Site has occurred, including without limitation any casualty, condemnation, or environmental contamination not previously disclosed to the Administrative Agent;
(c) No material adverse change in the market conditions, tenant demand, or competitive environment for data center facilities in Loudoun County, Virginia, or the Northern Virginia market generally, has occurred that would reasonably be expected to materially impair the feasibility, value, or anticipated revenue of the Project; and
(d) No event has occurred that would constitute a change of control under Section 7.05 of the Loan Agreement. Ridgeline Capital Partners Fund IV, LP continues to hold, directly and indirectly through RCP Digital Holdings LLC, at least fifty-one percent (51%) of the equity interests in the Borrower and the Guarantor (IHDC), and no transfer, assignment, or encumbrance of such equity interests has occurred other than the pledge of one hundred percent (100%) of the membership interests in the Borrower by IHDC to the Administrative Agent pursuant to the Pledge Agreement.
SECTION 10: SOLVENCY
10.1 The Borrower is, and after giving effect to the closing of the Loan and the transactions contemplated by the Loan Agreement will be, Solvent. For purposes of this Certificate, "Solvent" means that, as of the date hereof and after giving effect to the incurrence of the Loan and the application of the proceeds thereof:
(a) the fair saleable value of the Borrower's assets exceeds, and will exceed, the amount of the Borrower's liabilities (including contingent, subordinated, unmatured, and unliquidated liabilities);
(b) the present fair saleable value of the Borrower's assets is, and will be, greater than the amount that will be required to pay the probable liability of the Borrower on its debts and other liabilities (including contingent, subordinated, unmatured, and unliquidated liabilities) as such debts and other liabilities become absolute and matured;
(c) the Borrower is able to, and will be able to, pay its debts and other liabilities (including contingent, subordinated, unmatured, and unliquidated liabilities) as they become due and payable; and
(d) the Borrower has, and will have, adequate capital to carry on its business as presently conducted and as proposed to be conducted in connection with the development, construction, and operation of the Project.
10.2 In making the foregoing certification, the undersigned has considered all material facts and circumstances known to the undersigned as of the date hereof and has formed the opinions set forth above on a reasonable basis.
SECTION 11: SCHEDULE OF MATERIAL CONTRACTS
11.1 The following material contracts have been entered into by the Borrower (or, to the extent applicable, assigned to the Borrower by IHDC or an affiliate) and remain in full force and effect as of the date hereof. No default or event of default exists under any such contract, and no event has occurred that, with the giving of notice, the lapse of time, or both, would constitute a default or event of default under any such contract:
(a) EPC Agreement with Titan-McAllister Construction Group, LLC, dated as of October 20, 2025, with a Guaranteed Maximum Price of $412,000,000, for the design, procurement, and construction of the Stonebridge Data Center Campus (4 buildings, 480,000 SF, 96 MW);
(b) Large Load Service Agreement with Vantage Power Cooperative, for contracted demand of 120 MVA over a ten-year initial term (VPC Service Application No. LSA-2025-0091);
(c) Line Extension Funding Agreement with Vantage Power Cooperative, pursuant to which the Borrower (and/or IHDC) has committed to contribute $18,500,000 toward the construction of the dedicated 230kV/34.5kV substation and line extension facilities;
(d) Substation Easement Agreement with Vantage Power Cooperative, granting an easement on a portion of the Meridian Parcel for the dedicated substation;
(e) Cross-Access and Utility Easement Agreement between the Stonebridge Parcel and the Meridian Parcel, providing for reciprocal access, utility, drainage, and infrastructure easements necessary for the integrated development and operation of the Project;
(f) Owner's Representative Agreement with Kestrel Infrastructure Advisors, LLC (Diane Prescott, Engagement Lead), for owner's representation and construction monitoring services throughout the construction period;
(g) Civil Engineering Agreement with Lumen Ridge Engineering, PLLC (Carlos Esteban, PE), for civil engineering, site design, grading, stormwater management, and survey services related to the Project; and
(h) Such other contracts and agreements as may be listed on the schedule of material contracts attached to the Loan Agreement, all of which are incorporated herein by reference.
11.2 The Borrower has delivered to the Administrative Agent true, complete, and correct copies of each of the foregoing material contracts (including all amendments, supplements, and modifications thereto), and all such contracts are in form and substance satisfactory to the Administrative Agent. The Borrower's rights, title, and interest in and to each such contract have been collaterally assigned to the Administrative Agent pursuant to the Assignment of Contracts, Permits, and Approvals.
SECTION 12: RELIANCE
12.1 This Certificate is delivered to the Administrative Agent and each Lender in connection with the closing of the Loan Agreement and the making of the initial advance thereunder, and is intended to be relied upon by the Administrative Agent and each Lender (and their respective successors and assigns) in connection with the making of the Loan, the acceptance of the Loan Documents, and the consummation of the transactions contemplated thereby.
12.2 The undersigned acknowledges and agrees that the Administrative Agent and the Lenders would not have entered into the Loan Agreement, agreed to fund the Loan, or consummated the closing without the delivery of this Certificate and the certifications, representations, and warranties contained herein. The undersigned further acknowledges that the Administrative Agent and the Lenders are entitled to rely on the accuracy and completeness of this Certificate and the attached Exhibits without independent investigation or verification.
12.3 All certifications, representations, and warranties contained in this Certificate shall survive the closing of the Loan Agreement and shall be deemed to be continuing certifications, representations, and warranties for the benefit of the Administrative Agent and each Lender until the Loan has been indefeasibly repaid in full and all obligations of the Borrower under the Loan Documents have been fully satisfied and discharged.
[Remainder of page intentionally left blank. Signature pages follow.]
SIGNATURE PAGE TO BORROWER'S CLOSING CERTIFICATE
IN WITNESS WHEREOF, the undersigned has executed and delivered this Borrower's Closing Certificate as of the date first set forth above.
STONEBRIDGE CAMPUS HOLDINGS LLC, a Virginia limited liability company
By: Ironhaven Data Centers LLC,
a Delaware limited liability company, its sole member
By: ________
Name: Marcus Thorne
Title: Chief Executive Officer of Ironhaven Data Centers LLC, acting as authorized signatory of Stonebridge Campus Holdings LLC
Date: October 15, 2025
ACKNOWLEDGMENT AND CONFIRMATION BY GUARANTOR
The undersigned, Ironhaven Data Centers LLC, a Delaware limited liability company, in its capacity as Guarantor under the Completion Guaranty dated as of October 15, 2025, and the Carry Guaranty (Payment Guaranty) dated as of October 15, 2025, each delivered in connection with the Loan Agreement, hereby:
(a) confirms the accuracy of all certifications, representations, and warranties set forth in the foregoing Borrower's Closing Certificate;
(b) confirms that no Default or Event of Default has occurred and is continuing under the Completion Guaranty, the Carry Guaranty, or any other Loan Document to which the undersigned is a party;
(c) confirms that each of the representations and warranties made by the undersigned in the Completion Guaranty, the Carry Guaranty, and the other Loan Documents to which the undersigned is a party is true and correct in all material respects as of the date hereof; and
(d) confirms that no Material Adverse Change has occurred with respect to the financial condition, business, operations, or prospects of the undersigned since the date of the most recent financial statements delivered to the Administrative Agent.
IRONHAVEN DATA CENTERS LLC, a Delaware limited liability company
By: ________
Name: Priya Dasgupta
Title: Chief Financial Officer
Date: October 15, 2025
LIST OF EXHIBITS
The following Exhibits are attached hereto and incorporated herein by reference:
Exhibit A: Articles of Organization — Stonebridge Campus Holdings LLC (as filed with the Virginia State Corporation Commission, together with all amendments thereto, certified by the Virginia SCC)
Exhibit B: Operating Agreement — Stonebridge Campus Holdings LLC (including all amendments, supplements, and modifications thereto, as in effect on October 15, 2025)
Exhibit C: Certificate of Good Standing (Certificate of Fact of Existence) — Stonebridge Campus Holdings LLC (issued by the Virginia State Corporation Commission, dated within 30 days of October 15, 2025)
Exhibit D: Written Consent of Sole Member (Ironhaven Data Centers LLC) Authorizing the Borrower to Enter into the Loan Agreement and Related Loan Documents (dated October 10, 2025)
Exhibit E: Incumbency Certificate with Specimen Signatures (Marcus Thorne, CEO; Priya Dasgupta, CFO; Leonard Castellano, EVP, Development — each of Ironhaven Data Centers LLC, acting in their respective capacities as authorized signatories of Stonebridge Campus Holdings LLC)
[Exhibits A through E are attached to the original executed Certificate delivered to the Administrative Agent and are available for inspection at the offices of the Administrative Agent. Copies of such Exhibits have been provided to each Lender.]
Name | Title / Capacity | Scope of Authority | Specimen Signature
Marcus Thorne | CEO of Ironhaven Data Centers LLC, acting as authorized signatory of the Borrower (sole member's designated representative) | Full authority: Loan Documents, draw requests, compliance certificates, all notices and instruments | _____
Priya Dasgupta | CFO of Ironhaven Data Centers LLC, acting as authorized signatory of the Borrower | Full authority: Loan Documents, draw requests, compliance certificates, financial statements, all notices and instruments | _____
Leonard Castellano | EVP, Development of Ironhaven Data Centers LLC, acting as authorized signatory of the Borrower | Limited authority: Construction-related draw requests, construction progress reports, change order approvals, and related construction administration documents | _____
Category | Amount
Land Acquisition (Stonebridge Parcel and Meridian Parcel) | $77,900,000
Entitlements, Proffers & Soft Costs | $14,200,000
EPC Hard Costs (Guaranteed Maximum Price) | $412,000,000
Power Infrastructure (substation, line extension, switchgear, on-site electrical) | $61,000,000
Contingency & Reserves (including interest reserve, operating reserve, and construction contingency) | $34,900,000
Total Project Budget | $600,000,000
Source | Amount | Percentage
Equity (Ridgeline Capital Partners Fund IV, LP / IHDC) | $210,000,000 | 35.0%
Senior Secured Construction Loan (the Loan) | $390,000,000 | 65.0%
Total | $600,000,000 | 100.0%
Lender | Commitment Amount | Pro Rata Share
Summit National Bank, N.A. (Administrative Agent and Lender) | $180,000,000 | 46.15%
Cascade Commercial Lending Corp. | $130,000,000 | 33.33%
Harborview Trust Company | $80,000,000 | 20.51%
Total | $390,000,000 | 100.00%