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COMPLETION GUARANTY

$390,000,000 Senior Secured Construction Loan Facility

Stonebridge Data Center Campus Loudoun County, Virginia

Dated as of ___, 2025

IRONHAVEN DATA CENTERS LLC a Delaware limited liability company

as Guarantor

in favor of

SUMMIT NATIONAL BANK, N.A. a national banking association

as Administrative Agent

for the benefit of the Lenders

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

COMPLETION GUARANTY

THIS COMPLETION GUARANTY (this "Completion Guaranty") is made and entered into as of ___, 2025 (the "Effective Date"), by IRONHAVEN DATA CENTERS LLC, a Delaware limited liability company ("Guarantor"), having its principal office at 44680 Prentice Drive, Suite 200, Ashburn, Virginia 20147, in favor of SUMMIT NATIONAL BANK, N.A., a national banking association, in its capacity as Administrative Agent (together with its successors and assigns in such capacity, the "Administrative Agent"), having its principal office at 1275 Avenue of Commerce, 12th Floor, McLean, Virginia 22102, for the benefit of the Lenders (as defined herein) under that certain Construction Loan Agreement of even date hereof (as defined below, the "Loan Agreement"), providing for a $390,000,000 Senior Secured Construction Loan Facility (the "Loan") to Stonebridge Campus Holdings LLC, a Virginia limited liability company (the "Borrower").

RECITALS

A. The Borrower and the Loan. Stonebridge Campus Holdings LLC, a Virginia limited liability company (the "Borrower"), is a single-purpose entity duly organized and existing under the laws of the Commonwealth of Virginia, which is wholly owned by the Guarantor as its sole member. The Borrower has entered into that certain Construction Loan Agreement dated as of the date hereof (the "Loan Agreement") with Summit National Bank, N.A., as Administrative Agent, and the lenders from time to time party thereto (collectively, the "Lenders"), including Cascade Commercial Lending Corp. and Harborview Trust Company, pursuant to which the Lenders have agreed to make available to the Borrower a senior secured construction loan facility in the aggregate principal amount of Three Hundred Ninety Million Dollars ($390,000,000) (the "Loan"). The respective commitments of the Lenders under the Loan Agreement are as follows: Summit National Bank, N.A. — One Hundred Eighty Million Dollars ($180,000,000); Cascade Commercial Lending Corp. — One Hundred Thirty Million Dollars ($130,000,000); and Harborview Trust Company — Eighty Million Dollars ($80,000,000). The Loan is secured by, among other things, a first-priority Deed of Trust, Assignment of Leases and Rents, Security Agreement, and Fixture Filing (the "Deed of Trust") encumbering the Project (as defined below), and such other collateral as described in the Loan Documents. The Loan bears Summit Loan Commitment Reference No. CL-2025-VA-04418.

B. The Project. The "Project" is the ground-up development of the Stonebridge Data Center Campus, a mission-critical data center development located at the intersection of Belmont Ridge Road and Stonebridge Boulevard, in unincorporated Loudoun County, Virginia 20148. The Project is situated on two contiguous parcels of real property: (i) the Stonebridge Parcel, consisting of approximately 62.0 acres, identified by Loudoun County Tax Map Reference No. /95-4A-1///, and (ii) the Meridian Parcel, consisting of approximately 19.4 acres, identified by Loudoun County Tax Map Reference No. /95-4A-2///, totaling approximately 81.4 acres (collectively, the "Project Real Property"). The Project contemplates a total capacity of 96 megawatts ("MW") of critical IT load deployed across four data center buildings, designated as Buildings A through D, each comprising approximately 120,000 square feet of shell space and providing 24 MW of critical IT load, together with a central utility plant, site civil work, and structured parking. The total gross floor area of the Project is approximately 480,000 square feet, and the total Project budget is Six Hundred Million Dollars ($600,000,000) (the "Total Project Budget"), as more particularly set forth in the Approved Budget.

C. The EPC Contract. The Borrower has entered into (or will enter into on or about October 20, 2025) that certain Design-Build Engineering, Procurement, and Construction Agreement (the "EPC Contract") with Titan-McAllister Construction Group, LLC, a Maryland limited liability company (the "EPC Contractor"), pursuant to which the EPC Contractor has agreed to design, engineer, procure, and construct the Project for a Guaranteed Maximum Price ("GMP") of Four Hundred Twelve Million Dollars ($412,000,000). The target date for issuance of the Notice to Proceed under the EPC Contract is November 1, 2025. The EPC Contract provides for milestone-based completion as follows: Substantial Completion of Building A is targeted for August 1, 2027, and Substantial Completion of Buildings B, C, and D is targeted for November 1, 2027.

D. The Guarantor's Relationship and Inducement. Guarantor is the sole member and the holder of 100% of the membership interests in the Borrower. Guarantor is a portfolio company of Ridgeline Capital Partners Fund IV, LP, a Delaware limited partnership ("Ridgeline Fund IV"), which holds a ninety-two percent (92%) equity interest in the Guarantor through RCP Digital Holdings LLC, a Delaware limited liability company. The remaining eight percent (8%) of the equity interests in the Guarantor are held by Ironhaven Management Incentive Pool LLC. The principal office of the Guarantor is located at 44680 Prentice Drive, Suite 200, Ashburn, Virginia 20147. By reason of the Guarantor's ownership of the Borrower, the Guarantor will derive substantial direct and indirect benefit from the making of the Loan to the Borrower and the development of the Project. The execution and delivery of this Completion Guaranty by the Guarantor is a condition precedent to the obligation of the Lenders to fund any advances under the Loan Agreement, and the Guarantor acknowledges that the Lenders would not make the Loan to the Borrower without the execution and delivery of this Completion Guaranty by the Guarantor.

E. Approved Budget and Plans. The Administrative Agent has approved, and attached as an exhibit to the Loan Agreement, the Approved Budget reflecting the Total Project Budget of $600,000,000, which includes the following line-item categories: Land Acquisition — $77,900,000; Entitlements, Proffers & Soft Costs — $14,200,000; EPC Hard Costs / GMP — $412,000,000; Power Infrastructure — $61,000,000; and Contingency & Reserves — $34,900,000. The Administrative Agent has also approved the plans and specifications for the Project as the "Approved Plans," as defined in the Loan Agreement.

F. Capital Stack. The total equity commitment from Ridgeline Fund IV (acting through the Guarantor and its affiliates) is Two Hundred Ten Million Dollars ($210,000,000), representing 35.0% of the Total Project Budget. The Construction Loan of $390,000,000 represents 65.0% of the Total Project Budget. As a condition precedent to the first advance under the Loan, Guarantor is required to fund (or cause to be funded) a minimum equity contribution of $52,500,000, representing 25% of the total equity commitment of $210,000,000.

NOW, THEREFORE, in consideration of the foregoing premises, the making of the Loan by the Lenders to the Borrower, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Guarantor hereby agrees as follows:

ARTICLE 1

DEFINITIONS

Section 1.1 Defined Terms. As used in this Completion Guaranty, the following terms shall have the meanings set forth below:

"Administrative Agent" means Summit National Bank, N.A., a national banking association, in its capacity as administrative agent for the Lenders under the Loan Agreement, together with its successors and assigns in such capacity, with its principal office at 1275 Avenue of Commerce, 12th Floor, McLean, Virginia 22102.

"Approved Budget" means the budget for the development and construction of the Project, as approved by the Administrative Agent and attached as Exhibit D to the Loan Agreement, as such budget may be amended from time to time with the prior written consent of the Administrative Agent (acting at the direction of the Required Lenders). As of the Effective Date, the Approved Budget reflects a Total Project Budget of Six Hundred Million Dollars ($600,000,000). A summary of the Approved Budget is set forth in Exhibit A attached hereto.

"Approved Plans" means the final plans, drawings, and specifications for the Project as approved by the Administrative Agent pursuant to Section 5.02 of the Loan Agreement, as such plans may be amended, supplemented, or modified from time to time in accordance with the provisions of the Loan Agreement.

"Borrower" means Stonebridge Campus Holdings LLC, a Virginia limited liability company, and its successors and permitted assigns.

"Completion" has the meaning set forth in Section 2.2 of this Completion Guaranty.

"Completion Date" means the date by which Completion must be achieved, as set forth in Section 2.3 of this Completion Guaranty.

"EPC Contract" means that certain Design-Build Engineering, Procurement, and Construction Agreement between the Borrower and Titan-McAllister Construction Group, LLC, dated on or about October 20, 2025, as amended, modified, restated, or supplemented from time to time.

"EPC Contractor" means Titan-McAllister Construction Group, LLC, a Maryland limited liability company, together with its successors and permitted assigns.

"Event of Default" means any event described in Section 5.1 of this Completion Guaranty.

"Guaranteed Obligations" has the meaning set forth in Section 2.1 of this Completion Guaranty.

"Guarantor" means Ironhaven Data Centers LLC, a Delaware limited liability company (EIN: 84-3291057; Virginia State Corporation Commission Entity ID: S7491283), together with its successors and permitted assigns.

"Lenders" means Summit National Bank, N.A., Cascade Commercial Lending Corp., and Harborview Trust Company, and their respective successors and assigns under the Loan Agreement.

"Loan" means the senior secured construction loan facility in the aggregate principal amount of Three Hundred Ninety Million Dollars ($390,000,000) made available to the Borrower under the Loan Agreement.

"Loan Agreement" means the Construction Loan Agreement dated as of the date hereof among the Borrower, the Lenders, and the Administrative Agent, as amended, restated, supplemented, or otherwise modified from time to time.

"Loan Documents" has the meaning ascribed to such term in the Loan Agreement, and includes, without limitation, the Promissory Note, the Deed of Trust, the Pledge Agreement, the Environmental Indemnity Agreement, this Completion Guaranty, the Carry Guaranty, and all other instruments, agreements, and documents executed and delivered in connection with the Loan.

"Outside Completion Date" has the meaning set forth in Section 2.3 of this Completion Guaranty.

"Project" means the Stonebridge Data Center Campus, consisting of four data center buildings (Buildings A, B, C, and D), the central utility plant, all site civil work, structured parking, and all other improvements and infrastructure to be constructed on the Project Real Property, all as more particularly described in the Approved Plans and the Approved Budget.

"Project Real Property" means the combined 81.4-acre campus comprising the Stonebridge Parcel and the Meridian Parcel, as more particularly described in Exhibit C attached hereto.

"Required Lenders" has the meaning ascribed to such term in the Loan Agreement.

"Ridgeline Fund IV" means Ridgeline Capital Partners Fund IV, LP, a Delaware limited partnership.

"Substantial Completion" has the meaning ascribed to such term in the EPC Contract, and generally refers to the achievement of substantial completion of each building and all campus common areas in accordance with the Approved Plans and all applicable governmental requirements, as certified by the EPC Contractor and confirmed by the Owner's Representative.

"Total Project Budget" means the total budgeted cost of the Project as set forth in the Approved Budget, which as of the Effective Date is Six Hundred Million Dollars ($600,000,000).

Section 1.2 Incorporation of Loan Agreement Definitions. All capitalized terms used but not otherwise defined in this Completion Guaranty shall have the respective meanings ascribed to them in the Loan Agreement. In the event of any conflict between the definitions set forth in this Completion Guaranty and those set forth in the Loan Agreement, the definitions in this Completion Guaranty shall control for purposes of this instrument.

Section 1.3 Rules of Construction. In this Completion Guaranty, unless the context otherwise requires: (a) headings and captions are for convenience of reference only and shall not affect the construction or interpretation of any provision hereof; (b) the singular includes the plural and vice versa; (c) references to "Sections," "Articles," and "Exhibits" are to sections, articles, and exhibits of this Completion Guaranty unless otherwise specified; (d) the words "include," "includes," and "including" shall be deemed to be followed by the phrase "without limitation"; (e) references to any statute, law, or regulation shall be deemed to include any amendments, modifications, or successor provisions thereto; (f) references to any person or entity shall include such person's or entity's successors and permitted assigns; and (g) this Completion Guaranty shall be construed in accordance with the laws of the Commonwealth of Virginia without regard to conflict of laws principles that would result in the application of the laws of another jurisdiction.

ARTICLE 2

GUARANTY OF COMPLETION

Section 2.1 Guaranty. The Guarantor hereby unconditionally and irrevocably guarantees to the Administrative Agent, for the benefit of the Administrative Agent and the Lenders, the full, complete, lien-free, and timely Completion of the Project in accordance with the Approved Plans and the Approved Budget. The Guarantor further guarantees the payment and performance of all costs, expenses, liabilities, and obligations necessary to achieve Completion (collectively, the "Guaranteed Obligations"), including, without limitation, all costs associated with the prosecution and completion of construction, the procurement and installation of all mechanical, electrical, and plumbing systems, the satisfaction of all governmental requirements, the energization of utility power systems, and the delivery of all documentation and certifications required for Completion under Section 2.2 hereof.

Without limiting the generality of the foregoing, if at any time the remaining undisbursed Loan proceeds, together with any remaining unfunded equity contributions and any other funds available for the Project, are insufficient to complete the Project in accordance with the Approved Budget, the Guarantor shall deposit with the Administrative Agent (or cause to be deposited into an account designated by the Administrative Agent) the full amount of any such deficiency, without demand, within fifteen (15) business days after written notice from the Administrative Agent specifying the nature and amount of such deficiency. The Guarantor's obligation under this Section 2.1 is absolute and unconditional, and shall not be subject to any counterclaim, setoff, deduction, defense, or other right that the Guarantor or the Borrower may have against the Administrative Agent, any Lender, or any other person or entity.

This Completion Guaranty constitutes a guaranty of payment and performance and not merely a guaranty of collection. The Administrative Agent shall not be required to proceed against the Borrower, exhaust any security held for the Loan, or pursue any other remedy before proceeding against the Guarantor under this Completion Guaranty. The obligations of the Guarantor hereunder are independent of the obligations of the Borrower under the Loan Documents and a separate action or actions may be brought against the Guarantor whether or not any action is brought against the Borrower and whether or not the Borrower is joined in any such action.

Section 2.2 Definition of Completion. For purposes of this Completion Guaranty, "Completion" means the satisfaction of all of the following conditions, each to the reasonable satisfaction of the Administrative Agent:

(a) Substantial Completion of Improvements. Substantial Completion of all four data center buildings (Buildings A, B, C, and D) and all campus common areas, including the central utility plant, structured parking facilities, and all site civil work, has been achieved under the EPC Contract, as certified in writing by the EPC Contractor and confirmed by the Owner's Representative (Kestrel Infrastructure Advisors, LLC) in a form reasonably acceptable to the Administrative Agent.

(b) Governmental Permits and Certificates of Occupancy. All governmental permits, approvals, licenses, and certificates of occupancy (whether temporary or permanent, as the Administrative Agent may require) necessary for the lawful occupancy and operation of each building as a data center facility have been obtained from all applicable governmental authorities, including without limitation final approvals under the zoning modification application designated ZMOD-2025-0038, all site plan approvals from Loudoun County, Virginia, and all applicable building permits and fire marshal approvals.

(c) Utility Power Availability. The dedicated 230kV/34.5kV electrical substation located on the Meridian Parcel has been energized and tested, and utility power at the capacity required by the Approved Plans is available to the campus switchgear under the Large Load Service Agreement with Vantage Power Cooperative (VPC Service Application No. LSA-2025-0091), as evidenced by a certificate of energization or equivalent documentation from Vantage Power Cooperative.

(d) Lien Waivers and Releases. Final, unconditional lien waivers and releases have been obtained from the EPC Contractor, all subcontractors, and all material suppliers that performed work or furnished materials in connection with the construction of the Project, and the mechanic's lien filing period under Virginia Code § 43-4 has expired without the filing of any mechanic's lien (or, if any such lien has been filed, it has been bonded off, released, or otherwise discharged in a manner reasonably satisfactory to the Administrative Agent).

(e) As-Built Survey. A final "as-built" ALTA/NSPS Land Title Survey of the Project Real Property, prepared by a licensed surveyor in accordance with the 2021 Minimum Standard Detail Requirements for ALTA/NSPS Land Title Surveys, has been delivered to the Administrative Agent, reflecting the location of all improvements as constructed and confirming compliance with all applicable setback, easement, and building restriction requirements.

(f) Title Insurance Endorsements. The lender's title insurance policy (in the amount of $390,000,000, underwritten by Sovereign Title Insurance Company through Fidelitas Title & Escrow, Inc.) has been updated or endorsed to reflect the date of Completion, confirming no intervening liens, encumbrances, or exceptions to title other than those previously approved by the Administrative Agent.

(g) Performance and Payment Bonds. The performance bond and payment bond (each in the penal sum of $412,000,000, issued by Great Basin Surety & Insurance Corp. on behalf of the EPC Contractor) remain in full force and effect, or, if the warranty and correction period under the EPC Contract has expired, final releases of such bonds have been obtained and delivered to the Administrative Agent.

(h) Completion Within Budget. The Project has been completed within the Approved Budget, subject only to change orders that have been approved by the Administrative Agent in writing in accordance with the Loan Agreement, and no cost overrun exists that has not been funded by the Guarantor in accordance with Section 2.4 hereof.

(i) Final Cost Certification. A final cost certification has been delivered to the Administrative Agent, prepared or reviewed by Fielding & Associates, CPAs (Robert Fielding, CPA, engagement partner), confirming that the total Project costs incurred through Completion do not exceed the Approved Budget (as adjusted for Administrative Agent-approved change orders) and that all sources and uses of funds are reconciled.

(j) Permanent Property Insurance. Permanent operational property insurance covering the Project has been placed with one or more insurance carriers reasonably acceptable to the Administrative Agent, providing coverage at a replacement cost value of not less than $600,000,000, naming the Administrative Agent and the Lenders as additional insureds and loss payees as their interests may appear, and otherwise complying with the insurance requirements set forth in the Loan Agreement.

The Administrative Agent shall confirm in writing that Completion has been achieved upon its receipt of evidence satisfactory to it, acting reasonably, that all of the foregoing conditions have been satisfied.

Section 2.3 Completion Date. The Guarantor hereby guarantees that Completion will be achieved on or before the date that is thirty (30) months from the date of the first advance under the Loan (such date, as may be extended in accordance with this Section 2.3, the "Outside Completion Date"). For the avoidance of doubt, if the first advance under the Loan occurs on November 1, 2025, the Outside Completion Date would be May 1, 2028, subject to the provisions set forth below.

Notwithstanding the foregoing, the Guarantor acknowledges that the Substantial Completion milestones under the EPC Contract are as follows: Building A — August 1, 2027; and Buildings B, C, and D — November 1, 2027. The Guarantor shall use all commercially reasonable efforts to cause Completion to occur on or before such dates.

The Outside Completion Date may be extended only with the prior written consent of the Administrative Agent (acting at the direction of the Required Lenders), and any such extension shall be documented in a written instrument executed by the Guarantor and the Administrative Agent. No extension of the Outside Completion Date shall be implied from any course of dealing, delay, or failure to act by the Administrative Agent.

Any force majeure extensions granted to the EPC Contractor under the EPC Contract (whether for reasons of casualty, condemnation, governmental delay, pandemic, supply chain disruption, labor dispute, or otherwise) shall not automatically extend the Outside Completion Date under this Completion Guaranty. Any extension of the Outside Completion Date on account of force majeure events shall require the separate, prior written approval of the Administrative Agent (acting at the direction of the Required Lenders), which approval shall not be unreasonably withheld if the Guarantor demonstrates to the Administrative Agent's reasonable satisfaction that (i) the applicable force majeure event is beyond the reasonable control of the Guarantor, the Borrower, and the EPC Contractor, (ii) the Guarantor is diligently pursuing all available means to mitigate the delay, and (iii) the extension will not result in a material increase to the Approved Budget.

Section 2.4 Budget Overruns; Cost Completion Obligation. If at any time the Administrative Agent reasonably determines, based upon the construction budget, monthly inspection reports prepared by the Owner's Representative, draw requests submitted by the Borrower, or other available information, that the total cost to complete the Project (including all hard costs, soft costs, power infrastructure costs, and contingency items) will exceed the sum of (i) remaining undisbursed Loan proceeds, plus (ii) remaining unfunded equity commitments under the Equity Contribution Agreement, plus (iii) any other funds then on deposit in Project accounts available for application to Project costs, the Administrative Agent shall deliver written notice to the Guarantor specifying the estimated shortfall amount (a "Cost Overrun Notice").

Within fifteen (15) business days of receipt of a Cost Overrun Notice, the Guarantor shall deposit (or cause to be deposited) the full amount of the identified shortfall into an account designated by the Administrative Agent (the "Completion Reserve Account"). Such deposits shall be applied to Project costs in accordance with the disbursement procedures set forth in the Loan Agreement before any further advances of Loan proceeds are made by the Lenders. Any amounts remaining in the Completion Reserve Account after Completion has been achieved and confirmed by the Administrative Agent shall be returned to the Guarantor.

The Guarantor acknowledges that the Loan Agreement includes a Loan-to-Cost Ratio covenant requiring that the outstanding principal balance of the Loan shall not at any time exceed sixty-five percent (65%) of the total costs incurred and to-be-incurred in connection with the Project (the "LTC Covenant"). The Guarantor's cost completion obligation under this Section 2.4 is intended to, among other things, support the ongoing maintenance of the LTC Covenant and ensure that the equity contribution of $210,000,000 from the Guarantor and its affiliates remains proportionate to the total Loan exposure of $390,000,000. Nothing in this Section 2.4 shall limit the Guarantor's obligations under Section 2.1 or any other provision of this Completion Guaranty.

Section 2.5 Application of Liquidated Damages. Any liquidated damages received by the Borrower under the EPC Contract on account of the EPC Contractor's failure to achieve Substantial Completion by the milestone dates specified therein (which liquidated damages accrue at the rate of One Hundred Twenty-Five Thousand Dollars ($125,000) per calendar day per building, subject to an aggregate cap of Ten Million Three Hundred Thousand Dollars ($10,300,000) per building) shall be applied to reduce the Guaranteed Obligations hereunder; provided, however, that the receipt or application of any such liquidated damages shall not relieve the Guarantor of its obligation to achieve Completion in accordance with this Completion Guaranty, and the Guarantor's obligations hereunder shall continue in full force and effect notwithstanding the receipt of any such liquidated damages.

The Guarantor shall use commercially reasonable efforts to enforce (and shall cause the Borrower to enforce) the Borrower's rights to receive liquidated damages under the EPC Contract, including by providing timely notices of delay to the EPC Contractor, documenting all instances of delay, and pursuing all available contractual remedies. The Guarantor shall promptly notify the Administrative Agent of any claim for liquidated damages asserted or received under the EPC Contract and shall provide copies of all related correspondence and documentation.

ARTICLE 3

REPRESENTATIONS AND WARRANTIES OF GUARANTOR

The Guarantor hereby represents and warrants to the Administrative Agent and the Lenders as of the Effective Date and as of the date of each advance under the Loan as follows:

Section 3.1 Organization and Good Standing. The Guarantor is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware. The Guarantor is duly qualified to transact business and is in good standing in the Commonwealth of Virginia (Virginia State Corporation Commission Entity ID: S7491283), and in each other jurisdiction where the nature of its business or the ownership or leasing of its properties requires such qualification, except where the failure to so qualify would not reasonably be expected to have a material adverse effect on the Guarantor's ability to perform its obligations under this Completion Guaranty.

Section 3.2 Authority; Enforceability. The Guarantor has full limited liability company power and authority to execute, deliver, and perform this Completion Guaranty and to consummate the transactions contemplated hereby. The execution, delivery, and performance of this Completion Guaranty have been duly authorized by all necessary limited liability company action on the part of the Guarantor, including approval by member consent resolution authorizing the development and financing of the Stonebridge Data Center Campus, and no further consent or approval of any member, manager, or other person or entity is required. This Completion Guaranty has been duly executed and delivered by the Guarantor and constitutes a legal, valid, and binding obligation of the Guarantor, enforceable against the Guarantor in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, or other similar laws affecting the enforcement of creditors' rights generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

Section 3.3 No Conflict. The execution, delivery, and performance of this Completion Guaranty by the Guarantor do not and will not (a) violate or conflict with the Certificate of Formation, Limited Liability Company Agreement, or other organizational documents of the Guarantor; (b) violate or conflict with any law, rule, regulation, order, judgment, decree, or injunction applicable to the Guarantor; (c) result in a breach of, or constitute a default under, or give rise to a right of termination, cancellation, or acceleration under, any material agreement, contract, indenture, mortgage, or instrument to which the Guarantor is a party or by which the Guarantor or any of its properties or assets is bound; or (d) result in the creation or imposition of any lien, charge, or encumbrance on any property or asset of the Guarantor (other than liens created by the Loan Documents).

Section 3.4 Financial Condition. The financial statements of the Guarantor heretofore delivered to the Administrative Agent, including the audited financial statements for the fiscal year ended December 31, 2024, are true, correct, and complete in all material respects and fairly present the financial condition of the Guarantor as of the dates thereof and the results of operations for the periods covered thereby, all in accordance with generally accepted accounting principles applied on a consistent basis. Since the date of the most recent financial statements so delivered, there has been no material adverse change in the business, properties, financial condition, or results of operations of the Guarantor.

Section 3.5 Litigation. There is no action, suit, proceeding, investigation, or claim pending or, to the Guarantor's knowledge, threatened against or affecting the Guarantor before any court, arbitrator, or governmental authority that (a) involves this Completion Guaranty, any Loan Document, or the Project, or (b) could reasonably be expected to materially and adversely impair the Guarantor's ability to perform its obligations under this Completion Guaranty.

Section 3.6 Ownership of Borrower. The Guarantor is the sole member and the direct holder of 100% of the membership interests in the Borrower. Ridgeline Capital Partners Fund IV, LP, a Delaware limited partnership, holds a ninety-two percent (92%) indirect equity interest in the Guarantor through RCP Digital Holdings LLC, a Delaware limited liability company. The remaining eight percent (8%) of the equity interests in the Guarantor are held by Ironhaven Management Incentive Pool LLC. The current officers of the Guarantor are: Marcus Thorne, Chief Executive Officer; Priya Dasgupta, Chief Financial Officer; and Leonard Castellano, Executive Vice President, Development.

Section 3.7 No Default. No event of default, or event that with the giving of notice or the passage of time or both would constitute an event of default, exists under the Loan Agreement or any other Loan Document.

Section 3.8 Solvency. The Guarantor is solvent and will not be rendered insolvent by the execution and performance of this Completion Guaranty or the consummation of the transactions contemplated hereby. As of the Effective Date and after giving effect to the obligations assumed hereunder, (a) the fair value of the Guarantor's assets exceeds its liabilities (including contingent liabilities), (b) the Guarantor's assets do not constitute unreasonably small capital to carry on its business as presently conducted and as proposed to be conducted, and (c) the Guarantor does not intend to, and does not believe that it will, incur debts beyond its ability to pay as they mature.

Section 3.9 Existing Operations. The Guarantor currently operates three existing data center facilities in Northern Virginia, totaling approximately 42 MW of critical IT load, and has substantial experience in the development, construction, and operation of mission-critical data center infrastructure. The Guarantor represents that its existing operations provide relevant experience and operational capabilities that support the successful Completion of the Project.

ARTICLE 4

COVENANTS OF GUARANTOR

The Guarantor hereby covenants and agrees with the Administrative Agent and the Lenders as follows:

Section 4.1 Prosecution of Construction. The Guarantor shall cause the Borrower to diligently and continuously prosecute the construction and development of the Project in accordance with the Approved Plans and the Approved Budget, and in compliance with all applicable governmental requirements, including all conditions of the zoning modifications, site plan approvals, building permits, and other entitlements applicable to the Project. The Guarantor shall cause the Borrower to comply in all material respects with all terms and conditions of the EPC Contract with Titan-McAllister Construction Group, LLC, and shall ensure that the Borrower exercises commercially reasonable oversight of the EPC Contractor's performance.

Section 4.2 Maintenance of EPC Contract. The Guarantor shall not permit the Borrower to terminate, materially amend, modify, supplement, or waive any material provision of the EPC Contract without the prior written consent of the Administrative Agent (which consent shall not be unreasonably withheld, conditioned, or delayed with respect to amendments that do not increase the GMP by more than $500,000 individually or $2,000,000 in the aggregate, do not extend the milestone completion dates, and do not otherwise materially modify the EPC Contractor's obligations).

The Guarantor shall cause the Borrower to maintain in full force and effect the performance bond and payment bond issued by Great Basin Surety & Insurance Corp. (each in the penal sum of $412,000,000) throughout the construction period and until final completion and acceptance of the Project (or the expiration of the applicable warranty and correction period, if later), and shall promptly notify the Administrative Agent of any event that could give rise to a claim under such bonds or any notice from the surety of potential default or termination.

The Guarantor shall further cause the Borrower to enforce the retainage provisions of the EPC Contract, which provide for retainage of ten percent (10%) of the value of work completed until fifty percent (50%) completion of the Project, and five percent (5%) of the value of work completed thereafter, and shall cause the Borrower to enforce all milestone schedules and performance standards set forth in the EPC Contract.

Section 4.3 Insurance. The Guarantor shall cause the Borrower and/or the EPC Contractor to obtain and maintain at all times during the construction of the Project all insurance coverages required under the Loan Documents and the EPC Contract, including, without limitation:

(a) Builder's Risk Insurance. Builder's risk insurance (all-risk completed value form) in an amount not less than $412,000,000, with a deductible of not more than $250,000 per occurrence, underwritten by Great Basin Surety & Insurance Corp. or another insurer reasonably acceptable to the Administrative Agent;

(b) Commercial General Liability Insurance. Commercial general liability insurance with limits of not less than $150,000,000 per occurrence and in the aggregate (which may be provided through a combination of primary and umbrella/excess liability policies), underwritten by Pinnacle Indemnity Insurance Co. and carried by the EPC Contractor, naming the Borrower, the Guarantor, the Administrative Agent, and the Lenders as additional insureds; and

(c) Additional Coverages. Such other insurance coverages as are set forth in the Insurance Requirements Compliance Matrix attached to the Loan Agreement, including without limitation workers' compensation insurance, automobile liability insurance, professional liability insurance (for design consultants), and pollution legal liability insurance.

The insurance broker for the Project is Northgate Insurance Brokerage, LLC (Account Executive: William Keane). The Guarantor shall cause the Borrower to deliver to the Administrative Agent certificates of insurance and copies of all insurance policies promptly upon issuance or renewal, and shall provide the Administrative Agent with at least thirty (30) days' prior written notice of any cancellation, non-renewal, or material modification of any required insurance coverage.

Section 4.4 Preservation of Permits and Entitlements. The Guarantor shall cause the Borrower to obtain and maintain in full force and effect all governmental permits, approvals, licenses, entitlements, and authorizations necessary or appropriate for the development, construction, and operation of the Project, including without limitation the zoning modification approval (anticipated docket number ZMOD-2025-0038), all proffer commitments (estimated proffer payments of $2,400,000), site plan approvals from Loudoun County, building permits, fire and life safety approvals, and environmental permits. The Guarantor shall promptly notify the Administrative Agent of any threatened or actual revocation, suspension, modification, or non-renewal of any material permit or entitlement.

Section 4.5 Financial Reporting. The Guarantor shall deliver to the Administrative Agent the following financial information and reports:

(a) Annual Audited Financial Statements. Within one hundred twenty (120) days after the end of each fiscal year of the Guarantor, audited financial statements of the Guarantor, prepared in accordance with generally accepted accounting principles, audited by an independent certified public accounting firm reasonably acceptable to the Administrative Agent, and including a balance sheet, income statement, statement of cash flows, and statement of members' equity.

(b) Quarterly Unaudited Financial Statements. Within forty-five (45) days after the end of each fiscal quarter of the Guarantor (other than the fourth fiscal quarter), unaudited financial statements of the Guarantor, consisting of a balance sheet and income statement, certified by the Chief Financial Officer of the Guarantor as being true, correct, and complete in all material respects.

(c) Monthly Construction Progress Reports. Monthly construction progress reports, to be delivered within fifteen (15) days after the end of each calendar month, in the form required by the Loan Agreement, detailing the status of construction, the percentage of completion of each building and campus component, any schedule delays, cost variances, and change orders.

(d) Draw Requests and Cost Certifications. Copies of all draw requests and cost certifications submitted by the Borrower to the Administrative Agent in connection with advances under the Loan, concurrently with the submission thereof.

Section 4.6 Change of Control. The Guarantor shall not permit any change of control (as defined below) of the Borrower or the Guarantor without the prior written consent of the Administrative Agent (acting at the direction of the Required Lenders). For purposes of this Section 4.6, a "change of control" means any transaction or series of related transactions resulting in Ridgeline Capital Partners Fund IV, LP (directly or through one or more wholly owned intermediate entities, including RCP Digital Holdings LLC) ceasing to hold, directly or indirectly, at least fifty-one percent (51%) of the outstanding equity interests in the Borrower or the Guarantor, or ceasing to have the power to direct or cause the direction of the management and policies of the Borrower or the Guarantor, whether through ownership of voting securities, by contract, or otherwise.

Any change of control effected without the prior written consent of the Administrative Agent shall constitute an Event of Default under the Loan Agreement and under this Completion Guaranty, triggering mandatory prepayment obligations under the Loan Agreement, and shall entitle the Administrative Agent to exercise all remedies available under the Loan Documents, including under this Completion Guaranty.

Section 4.7 Power Procurement. The Guarantor shall cause the Borrower to diligently pursue the design, construction, and energization of the dedicated 230kV/34.5kV electrical substation on the Meridian Parcel, and to timely fund the line extension contribution of Eighteen Million Five Hundred Thousand Dollars ($18,500,000) to Vantage Power Cooperative under the Line Extension Funding Agreement, in accordance with the payment schedule set forth therein. The target date for substation energization is June 1, 2027. The Guarantor shall promptly notify the Administrative Agent of any material delay or impediment to the substation construction or energization schedule and of any dispute with Vantage Power Cooperative regarding the scope, cost, or timing of the line extension or substation work.

Section 4.8 Compliance with Law. The Guarantor shall cause the Borrower and the Project to comply in all material respects with all applicable laws, statutes, ordinances, rules, regulations, orders, judgments, and decrees, including without limitation the zoning ordinances of Loudoun County, Virginia, the Virginia Uniform Statewide Building Code, the Virginia Department of Environmental Quality regulations, the Americans with Disabilities Act, and all applicable environmental laws and regulations.

Section 4.9 No Additional Indebtedness. The Guarantor shall not permit the Borrower to incur, assume, or guarantee any additional indebtedness (whether secured or unsecured) without the prior written consent of the Administrative Agent, except for trade payables incurred in the ordinary course of the Project's development and construction that are paid within the time periods specified in the applicable contracts and that are not past due.

Section 4.10 Equity Contribution Obligations. The Guarantor shall cause all equity contributions required under the Equity Contribution Agreement and the Loan Agreement, in the aggregate amount of Two Hundred Ten Million Dollars ($210,000,000), to be funded in accordance with the schedules and conditions set forth therein. Without limiting the foregoing, the Guarantor shall cause the minimum initial equity contribution of Fifty-Two Million Five Hundred Thousand Dollars ($52,500,000) (representing 25% of the total equity commitment of $210,000,000) to be made to the Borrower prior to and as a condition precedent to the first advance under the Loan. Subsequent equity contributions shall be made on a pro rata basis with Loan advances, or on such other basis as may be required under the Loan Agreement, to ensure that the LTC Covenant is satisfied at all times.

ARTICLE 5

EVENTS OF DEFAULT; REMEDIES

Section 5.1 Events of Default. Each of the following shall constitute an "Event of Default" under this Completion Guaranty:

(a) Payment Default. The failure by the Guarantor to make any payment or deposit required under this Completion Guaranty within the applicable time period specified herein, and such failure continues for a period of five (5) business days after written notice thereof from the Administrative Agent.

(b) Failure to Complete. The failure by the Guarantor to achieve Completion by the Outside Completion Date, as the same may be extended in accordance with Section 2.3 hereof.

(c) Breach of Representation or Warranty. Any representation or warranty made by the Guarantor in this Completion Guaranty, or in any certificate, report, or other document delivered pursuant hereto, proves to have been untrue or inaccurate in any material respect when made, and such breach, if susceptible of cure, is not cured within thirty (30) days after written notice thereof from the Administrative Agent.

(d) Breach of Covenant. The failure by the Guarantor to perform or observe any covenant, agreement, or obligation contained in this Completion Guaranty (other than those specifically addressed in clauses (a) and (b) above), and such failure continues for a period of thirty (30) days after written notice thereof from the Administrative Agent (or such shorter cure period as may be expressly specified herein with respect to a particular covenant); provided, however, that if such failure is not reasonably susceptible of cure within such thirty (30) day period, the cure period shall be extended for an additional reasonable period (not to exceed sixty (60) days in the aggregate) so long as the Guarantor has commenced and is diligently pursuing cure of such failure.

(e) Cross-Default to Loan Documents. The occurrence of an Event of Default (as defined in the Loan Agreement) under the Loan Agreement or any other Loan Document.

(f) Insolvency. The Guarantor or the Borrower (i) files a voluntary petition in bankruptcy or is adjudicated bankrupt or insolvent, (ii) files any petition or answer seeking or acquiescing in any reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief under any present or future federal, state, or other law or regulation relating to bankruptcy, insolvency, or other relief for debtors, (iii) seeks or consents to or acquiesces in the appointment of any trustee, receiver, conservator, or liquidator of the Guarantor or the Borrower or of all or any substantial part of its properties, (iv) makes a general assignment for the benefit of creditors, or (v) admits in writing its inability to pay its debts as they mature. The filing of an involuntary petition against the Guarantor or the Borrower under any bankruptcy, insolvency, or similar law, which petition is not dismissed within sixty (60) days of filing, shall also constitute an Event of Default.

(g) Change of Control. Any change of control (as defined in Section 4.6 hereof) occurs without the prior written consent of the Administrative Agent.

(h) EPC Contract Default. The EPC Contract is terminated, or a material breach of the EPC Contract by the EPC Contractor occurs that is not remedied within the time periods and in the manner set forth in the EPC Contract, and the Guarantor fails to cause the Borrower to take commercially reasonable steps to enforce the Borrower's rights and remedies under the EPC Contract or to engage a replacement contractor reasonably acceptable to the Administrative Agent within sixty (60) days of such termination or breach.

(i) Collateral Impairment. The occurrence of any event or condition that the Administrative Agent reasonably determines has resulted in, or is reasonably likely to result in, a material impairment of the Administrative Agent's or the Lenders' collateral position with respect to the Project, including without limitation the loss, damage, or destruction of a material portion of the Project not covered by insurance, the condemnation or taking of a material portion of the Project Real Property, or the imposition of governmental restrictions that materially impair the use or operation of the Project as contemplated by the Approved Plans.

Section 5.2 Remedies. Upon the occurrence and during the continuance of any Event of Default under this Completion Guaranty, the Administrative Agent may, in its sole discretion, exercise any one or more of the following remedies:

(a) Demand for Payment. Demand immediate payment by the Guarantor of all amounts necessary to achieve Completion of the Project, including all unfunded cost completion obligations, all deficiency amounts, and all costs, expenses, and liabilities incurred or to be incurred in connection with the completion of the Project.

(b) Step-In Rights. Exercise step-in rights by taking over, or causing the Borrower to take over, direct management and supervision of the construction and development of the Project, including the right to replace the EPC Contractor (subject to the terms of the EPC Contract, the consent of Great Basin Surety & Insurance Corp. as surety, and applicable law), to engage substitute contractors, subcontractors, architects, engineers, and consultants, and to take all actions necessary or appropriate to prosecute the construction of the Project to Completion.

(c) Application of Deposited Funds. Apply any and all funds then on deposit in the Completion Reserve Account or any other account held by the Administrative Agent in connection with the Project to the costs of completing the Project, in such order and manner as the Administrative Agent shall determine in its reasonable discretion.

(d) Acceleration. Accelerate the maturity of the Loan and declare all outstanding principal, accrued interest, fees, and other amounts under the Loan Documents to be immediately due and payable, and exercise all rights and remedies available to the Administrative Agent and the Lenders under the Loan Documents, including foreclosure under the Deed of Trust.

(e) Other Remedies. Pursue any and all other remedies available to the Administrative Agent and the Lenders at law or in equity, including without limitation the right to seek specific performance of the Guarantor's obligations under this Completion Guaranty.

All remedies of the Administrative Agent under this Completion Guaranty are cumulative and may be exercised concurrently or successively, in any order and at any time. No exercise or failure to exercise any remedy shall constitute an election of remedies or a waiver of any other remedy.

Section 5.3 Administrative Agent's Right to Cure. If the Guarantor fails to perform any obligation under this Completion Guaranty and such failure continues beyond any applicable notice and cure period, the Administrative Agent may, but shall not be obligated to, cure any such failure on behalf of and at the expense of the Guarantor. All costs, expenses, and liabilities incurred by the Administrative Agent in connection with any such cure (including reasonable attorneys' fees, consultant fees, construction management fees, and related costs) shall become immediately due and payable by the Guarantor upon demand, together with interest thereon at the default rate specified in the Loan Agreement from the date incurred through the date of payment. Any such cure by the Administrative Agent shall not be deemed to waive or release the Guarantor from its obligations hereunder.

ARTICLE 6

WAIVERS

Section 6.1 Waivers by Guarantor. The Guarantor hereby unconditionally, irrevocably, and absolutely waives, to the fullest extent permitted by applicable law:

(a) Notice of acceptance of this Completion Guaranty by the Administrative Agent or any Lender;

(b) Notice of the existence or creation of any default or Event of Default under the Loan Agreement, the Loan Documents, or this Completion Guaranty, or of any failure by the Borrower to perform or comply with any term or condition of the Loan Documents;

(d) Any requirement that the Administrative Agent or any Lender proceed first against the Borrower, exhaust any security held for the Loan, or pursue any other remedy against the Borrower, the EPC Contractor, any surety, or any other person or entity before proceeding against the Guarantor under this Completion Guaranty (including any requirement of marshalling of assets or any similar doctrine);

(e) Any defense based upon or arising out of the Administrative Agent's or any Lender's election of remedies, including any election to proceed under the Deed of Trust by judicial or non-judicial foreclosure, or any election of remedies that impairs or destroys the Guarantor's rights of subrogation, contribution, or reimbursement against the Borrower or any other party;

(f) Any defense arising by reason of any amendment, modification, supplement, extension, renewal, restatement, or replacement of any Loan Document, the EPC Contract, or any other document or agreement relating to the Project, or by reason of any change in the terms, conditions, or provisions of the Loan (including changes to the principal amount, interest rate, maturity date, or draw schedule), or by reason of any release, substitution, addition, or impairment of any collateral securing the Loan;

(g) Any defense based upon or arising out of any statute of limitations applicable to any action or proceeding to enforce this Completion Guaranty; and

(h) Any and all suretyship defenses otherwise available to the Guarantor under the laws of the Commonwealth of Virginia or any other applicable jurisdiction, including without limitation any defense arising under Virginia Code §§ 49-25 through 49-27 or any successor provisions.

Section 6.2 Guarantor's Consent to Modifications. The Guarantor hereby consents to any and all modifications, amendments, extensions, renewals, restatements, waivers, and supplements of or to the Loan Documents, the EPC Contract, or any other Project documents, made at any time and from time to time, without notice to the Guarantor and without in any way affecting, impairing, or releasing the obligations of the Guarantor under this Completion Guaranty. Without limiting the generality of the foregoing, the Guarantor specifically consents and agrees that (a) extensions of the Loan maturity date, including the twelve (12)-month extension option set forth in the Loan Agreement, (b) changes to the interest rate applicable to the Loan (currently Term SOFR plus 285 basis points), arrangement fees, or other fees and charges, (c) modifications to the draw schedule or disbursement procedures, and (d) releases, substitutions, or additions of collateral securing the Loan, shall not affect, impair, reduce, or discharge the obligations of the Guarantor under this Completion Guaranty.

Section 6.3 Reinstatement. If at any time any payment made by the Guarantor or any other party under this Completion Guaranty, the Loan Documents, or otherwise in respect of the Guaranteed Obligations is rescinded, voided, set aside, or must be returned or restored by the Administrative Agent or any Lender, whether as a result of any bankruptcy, insolvency, or similar proceeding, any settlement or compromise, or otherwise, this Completion Guaranty shall be reinstated and the Guarantor's obligations hereunder shall continue as if such payment had never been made. The provisions of this Section 6.3 shall survive the termination of this Completion Guaranty.

ARTICLE 7

SUBORDINATION

Section 7.1 Subordination of Guarantor's Rights. All rights, claims, and causes of action of the Guarantor against the Borrower, whether arising by subrogation, indemnity, contribution, reimbursement, exoneration, or otherwise, in connection with any payment made or performance rendered by the Guarantor under this Completion Guaranty, are hereby irrevocably subordinated in right of payment and priority to the prior indefeasible payment in full in cash of all obligations of the Borrower to the Administrative Agent and the Lenders under the Loan Documents. Until such time as all obligations under the Loan Documents have been indefeasibly paid and performed in full and the Loan Documents have been terminated, the Guarantor shall not exercise, assert, or enforce any subrogation, contribution, indemnification, or reimbursement rights against the Borrower or against any collateral securing the Loan, and shall not take any action to collect, receive, or recover any amounts from the Borrower in respect of any such rights. If the Guarantor receives any payment from the Borrower or any other person or entity on account of any subordinated claim at any time prior to the indefeasible payment in full of all Loan obligations, the Guarantor shall hold such payment in trust for the benefit of the Administrative Agent and the Lenders and shall promptly remit such payment to the Administrative Agent for application to the Loan obligations in accordance with the Loan Agreement.

ARTICLE 8

MISCELLANEOUS

Section 8.1 Governing Law. This Completion Guaranty and the rights and obligations of the parties hereto shall be governed by, and construed and enforced in accordance with, the laws of the Commonwealth of Virginia, without regard to any conflict of laws principles that would result in the application of the laws of any other jurisdiction.

Section 8.2 Jurisdiction and Venue. The Guarantor hereby irrevocably and unconditionally submits to the exclusive jurisdiction of (a) the Circuit Court of Loudoun County, Virginia, (b) any other court of competent jurisdiction sitting in the Commonwealth of Virginia, and (c) the United States District Court for the Eastern District of Virginia, Alexandria Division, for the purposes of any suit, action, or proceeding arising out of or relating to this Completion Guaranty, and agrees that all claims in respect of any such suit, action, or proceeding may be heard and determined in any such court. The Guarantor irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of venue in any such court, and any claim that any such suit, action, or proceeding has been brought in an inconvenient forum.

Section 8.3 Waiver of Jury Trial. THE GUARANTOR AND THE ADMINISTRATIVE AGENT EACH HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT, PROCEEDING, OR COUNTERCLAIM (WHETHER BASED IN CONTRACT, TORT, OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS COMPLETION GUARANTY, THE LOAN DOCUMENTS, THE PROJECT, OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. EACH PARTY ACKNOWLEDGES THAT THIS WAIVER IS A MATERIAL INDUCEMENT TO THE OTHER PARTY'S ENTRY INTO THIS COMPLETION GUARANTY AND THAT EACH PARTY HAS BEEN AFFORDED AN OPPORTUNITY TO CONSULT WITH LEGAL COUNSEL REGARDING THIS WAIVER.

Section 8.4 Notices. All notices, requests, demands, consents, approvals, and other communications required or permitted under this Completion Guaranty shall be in writing and shall be deemed to have been duly given (i) when delivered by hand, (ii) on the first business day following deposit with a nationally recognized overnight courier service, (iii) on the third business day following deposit in the United States mail, postage prepaid, registered or certified, return receipt requested, or (iv) when sent by electronic mail (with confirmation of receipt), in each case addressed as follows:

If to the Guarantor:

Ironhaven Data Centers LLC 44680 Prentice Drive, Suite 200 Ashburn, Virginia 20147

Attention: Marcus Thorne, Chief Executive Officer

and Priya Dasgupta, Chief Financial Officer

Email: mthorne@ironhavendc.com; pdasgupta@ironhavendc.com

With a copy (which shall not constitute notice) to:

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

Attention: Douglas Fairchild

Email: dfairchild@calderwoodharkness.com

If to the Administrative Agent:

Summit National Bank, N.A. 1275 Aven

COMPLETION GUARANTY
$390,000,000 Senior Secured Construction Loan Facility
Stonebridge Data Center Campus Loudoun County, Virginia
Dated as of ___, 2025
by
IRONHAVEN DATA CENTERS LLC a Delaware limited liability company
as Guarantor
in favor of
SUMMIT NATIONAL BANK, N.A. a national banking association
as Administrative Agent
for the benefit of the Lenders
Summit Loan Commitment Reference: CL-2025-VA-04418
COMPLETION GUARANTY
THIS COMPLETION GUARANTY (this "Completion Guaranty") is made and entered into as of ___, 2025 (the "Effective Date"), by IRONHAVEN DATA CENTERS LLC, a Delaware limited liability company ("Guarantor"), having its principal office at 44680 Prentice Drive, Suite 200, Ashburn, Virginia 20147, in favor of SUMMIT NATIONAL BANK, N.A., a national banking association, in its capacity as Administrative Agent (together with its successors and assigns in such capacity, the "Administrative Agent"), having its principal office at 1275 Avenue of Commerce, 12th Floor, McLean, Virginia 22102, for the benefit of the Lenders (as defined herein) under that certain Construction Loan Agreement of even date hereof (as defined below, the "Loan Agreement"), providing for a $390,000,000 Senior Secured Construction Loan Facility (the "Loan") to Stonebridge Campus Holdings LLC, a Virginia limited liability company (the "Borrower").
RECITALS
A. The Borrower and the Loan. Stonebridge Campus Holdings LLC, a Virginia limited liability company (the "Borrower"), is a single-purpose entity duly organized and existing under the laws of the Commonwealth of Virginia, which is wholly owned by the Guarantor as its sole member. The Borrower has entered into that certain Construction Loan Agreement dated as of the date hereof (the "Loan Agreement") with Summit National Bank, N.A., as Administrative Agent, and the lenders from time to time party thereto (collectively, the "Lenders"), including Cascade Commercial Lending Corp. and Harborview Trust Company, pursuant to which the Lenders have agreed to make available to the Borrower a senior secured construction loan facility in the aggregate principal amount of Three Hundred Ninety Million Dollars ($390,000,000) (the "Loan"). The respective commitments of the Lenders under the Loan Agreement are as follows: Summit National Bank, N.A. — One Hundred Eighty Million Dollars ($180,000,000); Cascade Commercial Lending Corp. — One Hundred Thirty Million Dollars ($130,000,000); and Harborview Trust Company — Eighty Million Dollars ($80,000,000). The Loan is secured by, among other things, a first-priority Deed of Trust, Assignment of Leases and Rents, Security Agreement, and Fixture Filing (the "Deed of Trust") encumbering the Project (as defined below), and such other collateral as described in the Loan Documents. The Loan bears Summit Loan Commitment Reference No. CL-2025-VA-04418.
B. The Project. The "Project" is the ground-up development of the Stonebridge Data Center Campus, a mission-critical data center development located at the intersection of Belmont Ridge Road and Stonebridge Boulevard, in unincorporated Loudoun County, Virginia 20148. The Project is situated on two contiguous parcels of real property: (i) the Stonebridge Parcel, consisting of approximately 62.0 acres, identified by Loudoun County Tax Map Reference No. /95-4A-1///, and (ii) the Meridian Parcel, consisting of approximately 19.4 acres, identified by Loudoun County Tax Map Reference No. /95-4A-2///, totaling approximately 81.4 acres (collectively, the "Project Real Property"). The Project contemplates a total capacity of 96 megawatts ("MW") of critical IT load deployed across four data center buildings, designated as Buildings A through D, each comprising approximately 120,000 square feet of shell space and providing 24 MW of critical IT load, together with a central utility plant, site civil work, and structured parking. The total gross floor area of the Project is approximately 480,000 square feet, and the total Project budget is Six Hundred Million Dollars ($600,000,000) (the "Total Project Budget"), as more particularly set forth in the Approved Budget.
C. The EPC Contract. The Borrower has entered into (or will enter into on or about October 20, 2025) that certain Design-Build Engineering, Procurement, and Construction Agreement (the "EPC Contract") with Titan-McAllister Construction Group, LLC, a Maryland limited liability company (the "EPC Contractor"), pursuant to which the EPC Contractor has agreed to design, engineer, procure, and construct the Project for a Guaranteed Maximum Price ("GMP") of Four Hundred Twelve Million Dollars ($412,000,000). The target date for issuance of the Notice to Proceed under the EPC Contract is November 1, 2025. The EPC Contract provides for milestone-based completion as follows: Substantial Completion of Building A is targeted for August 1, 2027, and Substantial Completion of Buildings B, C, and D is targeted for November 1, 2027.
D. The Guarantor's Relationship and Inducement. Guarantor is the sole member and the holder of 100% of the membership interests in the Borrower. Guarantor is a portfolio company of Ridgeline Capital Partners Fund IV, LP, a Delaware limited partnership ("Ridgeline Fund IV"), which holds a ninety-two percent (92%) equity interest in the Guarantor through RCP Digital Holdings LLC, a Delaware limited liability company. The remaining eight percent (8%) of the equity interests in the Guarantor are held by Ironhaven Management Incentive Pool LLC. The principal office of the Guarantor is located at 44680 Prentice Drive, Suite 200, Ashburn, Virginia 20147. By reason of the Guarantor's ownership of the Borrower, the Guarantor will derive substantial direct and indirect benefit from the making of the Loan to the Borrower and the development of the Project. The execution and delivery of this Completion Guaranty by the Guarantor is a condition precedent to the obligation of the Lenders to fund any advances under the Loan Agreement, and the Guarantor acknowledges that the Lenders would not make the Loan to the Borrower without the execution and delivery of this Completion Guaranty by the Guarantor.
E. Approved Budget and Plans. The Administrative Agent has approved, and attached as an exhibit to the Loan Agreement, the Approved Budget reflecting the Total Project Budget of $600,000,000, which includes the following line-item categories: Land Acquisition — $77,900,000; Entitlements, Proffers & Soft Costs — $14,200,000; EPC Hard Costs / GMP — $412,000,000; Power Infrastructure — $61,000,000; and Contingency & Reserves — $34,900,000. The Administrative Agent has also approved the plans and specifications for the Project as the "Approved Plans," as defined in the Loan Agreement.
F. Capital Stack. The total equity commitment from Ridgeline Fund IV (acting through the Guarantor and its affiliates) is Two Hundred Ten Million Dollars ($210,000,000), representing 35.0% of the Total Project Budget. The Construction Loan of $390,000,000 represents 65.0% of the Total Project Budget. As a condition precedent to the first advance under the Loan, Guarantor is required to fund (or cause to be funded) a minimum equity contribution of $52,500,000, representing 25% of the total equity commitment of $210,000,000.
NOW, THEREFORE, in consideration of the foregoing premises, the making of the Loan by the Lenders to the Borrower, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Guarantor hereby agrees as follows:
ARTICLE 1
DEFINITIONS
Section 1.1 Defined Terms. As used in this Completion Guaranty, the following terms shall have the meanings set forth below:
"Administrative Agent" means Summit National Bank, N.A., a national banking association, in its capacity as administrative agent for the Lenders under the Loan Agreement, together with its successors and assigns in such capacity, with its principal office at 1275 Avenue of Commerce, 12th Floor, McLean, Virginia 22102.
"Approved Budget" means the budget for the development and construction of the Project, as approved by the Administrative Agent and attached as Exhibit D to the Loan Agreement, as such budget may be amended from time to time with the prior written consent of the Administrative Agent (acting at the direction of the Required Lenders). As of the Effective Date, the Approved Budget reflects a Total Project Budget of Six Hundred Million Dollars ($600,000,000). A summary of the Approved Budget is set forth in Exhibit A attached hereto.
"Approved Plans" means the final plans, drawings, and specifications for the Project as approved by the Administrative Agent pursuant to Section 5.02 of the Loan Agreement, as such plans may be amended, supplemented, or modified from time to time in accordance with the provisions of the Loan Agreement.
"Borrower" means Stonebridge Campus Holdings LLC, a Virginia limited liability company, and its successors and permitted assigns.
"Completion" has the meaning set forth in Section 2.2 of this Completion Guaranty.
"Completion Date" means the date by which Completion must be achieved, as set forth in Section 2.3 of this Completion Guaranty.
"EPC Contract" means that certain Design-Build Engineering, Procurement, and Construction Agreement between the Borrower and Titan-McAllister Construction Group, LLC, dated on or about October 20, 2025, as amended, modified, restated, or supplemented from time to time.
"EPC Contractor" means Titan-McAllister Construction Group, LLC, a Maryland limited liability company, together with its successors and permitted assigns.
"Event of Default" means any event described in Section 5.1 of this Completion Guaranty.
"Guaranteed Obligations" has the meaning set forth in Section 2.1 of this Completion Guaranty.
"Guarantor" means Ironhaven Data Centers LLC, a Delaware limited liability company (EIN: 84-3291057; Virginia State Corporation Commission Entity ID: S7491283), together with its successors and permitted assigns.
"Lenders" means Summit National Bank, N.A., Cascade Commercial Lending Corp., and Harborview Trust Company, and their respective successors and assigns under the Loan Agreement.
"Loan" means the senior secured construction loan facility in the aggregate principal amount of Three Hundred Ninety Million Dollars ($390,000,000) made available to the Borrower under the Loan Agreement.
"Loan Agreement" means the Construction Loan Agreement dated as of the date hereof among the Borrower, the Lenders, and the Administrative Agent, as amended, restated, supplemented, or otherwise modified from time to time.
"Loan Documents" has the meaning ascribed to such term in the Loan Agreement, and includes, without limitation, the Promissory Note, the Deed of Trust, the Pledge Agreement, the Environmental Indemnity Agreement, this Completion Guaranty, the Carry Guaranty, and all other instruments, agreements, and documents executed and delivered in connection with the Loan.
"Outside Completion Date" has the meaning set forth in Section 2.3 of this Completion Guaranty.
"Project" means the Stonebridge Data Center Campus, consisting of four data center buildings (Buildings A, B, C, and D), the central utility plant, all site civil work, structured parking, and all other improvements and infrastructure to be constructed on the Project Real Property, all as more particularly described in the Approved Plans and the Approved Budget.
"Project Real Property" means the combined 81.4-acre campus comprising the Stonebridge Parcel and the Meridian Parcel, as more particularly described in Exhibit C attached hereto.
"Required Lenders" has the meaning ascribed to such term in the Loan Agreement.
"Ridgeline Fund IV" means Ridgeline Capital Partners Fund IV, LP, a Delaware limited partnership.
"Substantial Completion" has the meaning ascribed to such term in the EPC Contract, and generally refers to the achievement of substantial completion of each building and all campus common areas in accordance with the Approved Plans and all applicable governmental requirements, as certified by the EPC Contractor and confirmed by the Owner's Representative.
"Total Project Budget" means the total budgeted cost of the Project as set forth in the Approved Budget, which as of the Effective Date is Six Hundred Million Dollars ($600,000,000).
Section 1.2 Incorporation of Loan Agreement Definitions. All capitalized terms used but not otherwise defined in this Completion Guaranty shall have the respective meanings ascribed to them in the Loan Agreement. In the event of any conflict between the definitions set forth in this Completion Guaranty and those set forth in the Loan Agreement, the definitions in this Completion Guaranty shall control for purposes of this instrument.
Section 1.3 Rules of Construction. In this Completion Guaranty, unless the context otherwise requires: (a) headings and captions are for convenience of reference only and shall not affect the construction or interpretation of any provision hereof; (b) the singular includes the plural and vice versa; (c) references to "Sections," "Articles," and "Exhibits" are to sections, articles, and exhibits of this Completion Guaranty unless otherwise specified; (d) the words "include," "includes," and "including" shall be deemed to be followed by the phrase "without limitation"; (e) references to any statute, law, or regulation shall be deemed to include any amendments, modifications, or successor provisions thereto; (f) references to any person or entity shall include such person's or entity's successors and permitted assigns; and (g) this Completion Guaranty shall be construed in accordance with the laws of the Commonwealth of Virginia without regard to conflict of laws principles that would result in the application of the laws of another jurisdiction.
ARTICLE 2
GUARANTY OF COMPLETION
Section 2.1 Guaranty. The Guarantor hereby unconditionally and irrevocably guarantees to the Administrative Agent, for the benefit of the Administrative Agent and the Lenders, the full, complete, lien-free, and timely Completion of the Project in accordance with the Approved Plans and the Approved Budget. The Guarantor further guarantees the payment and performance of all costs, expenses, liabilities, and obligations necessary to achieve Completion (collectively, the "Guaranteed Obligations"), including, without limitation, all costs associated with the prosecution and completion of construction, the procurement and installation of all mechanical, electrical, and plumbing systems, the satisfaction of all governmental requirements, the energization of utility power systems, and the delivery of all documentation and certifications required for Completion under Section 2.2 hereof.
Without limiting the generality of the foregoing, if at any time the remaining undisbursed Loan proceeds, together with any remaining unfunded equity contributions and any other funds available for the Project, are insufficient to complete the Project in accordance with the Approved Budget, the Guarantor shall deposit with the Administrative Agent (or cause to be deposited into an account designated by the Administrative Agent) the full amount of any such deficiency, without demand, within fifteen (15) business days after written notice from the Administrative Agent specifying the nature and amount of such deficiency. The Guarantor's obligation under this Section 2.1 is absolute and unconditional, and shall not be subject to any counterclaim, setoff, deduction, defense, or other right that the Guarantor or the Borrower may have against the Administrative Agent, any Lender, or any other person or entity.
This Completion Guaranty constitutes a guaranty of payment and performance and not merely a guaranty of collection. The Administrative Agent shall not be required to proceed against the Borrower, exhaust any security held for the Loan, or pursue any other remedy before proceeding against the Guarantor under this Completion Guaranty. The obligations of the Guarantor hereunder are independent of the obligations of the Borrower under the Loan Documents and a separate action or actions may be brought against the Guarantor whether or not any action is brought against the Borrower and whether or not the Borrower is joined in any such action.
Section 2.2 Definition of Completion. For purposes of this Completion Guaranty, "Completion" means the satisfaction of all of the following conditions, each to the reasonable satisfaction of the Administrative Agent:
(a) Substantial Completion of Improvements. Substantial Completion of all four data center buildings (Buildings A, B, C, and D) and all campus common areas, including the central utility plant, structured parking facilities, and all site civil work, has been achieved under the EPC Contract, as certified in writing by the EPC Contractor and confirmed by the Owner's Representative (Kestrel Infrastructure Advisors, LLC) in a form reasonably acceptable to the Administrative Agent.
(b) Governmental Permits and Certificates of Occupancy. All governmental permits, approvals, licenses, and certificates of occupancy (whether temporary or permanent, as the Administrative Agent may require) necessary for the lawful occupancy and operation of each building as a data center facility have been obtained from all applicable governmental authorities, including without limitation final approvals under the zoning modification application designated ZMOD-2025-0038, all site plan approvals from Loudoun County, Virginia, and all applicable building permits and fire marshal approvals.
(c) Utility Power Availability. The dedicated 230kV/34.5kV electrical substation located on the Meridian Parcel has been energized and tested, and utility power at the capacity required by the Approved Plans is available to the campus switchgear under the Large Load Service Agreement with Vantage Power Cooperative (VPC Service Application No. LSA-2025-0091), as evidenced by a certificate of energization or equivalent documentation from Vantage Power Cooperative.
(d) Lien Waivers and Releases. Final, unconditional lien waivers and releases have been obtained from the EPC Contractor, all subcontractors, and all material suppliers that performed work or furnished materials in connection with the construction of the Project, and the mechanic's lien filing period under Virginia Code § 43-4 has expired without the filing of any mechanic's lien (or, if any such lien has been filed, it has been bonded off, released, or otherwise discharged in a manner reasonably satisfactory to the Administrative Agent).
(e) As-Built Survey. A final "as-built" ALTA/NSPS Land Title Survey of the Project Real Property, prepared by a licensed surveyor in accordance with the 2021 Minimum Standard Detail Requirements for ALTA/NSPS Land Title Surveys, has been delivered to the Administrative Agent, reflecting the location of all improvements as constructed and confirming compliance with all applicable setback, easement, and building restriction requirements.
(f) Title Insurance Endorsements. The lender's title insurance policy (in the amount of $390,000,000, underwritten by Sovereign Title Insurance Company through Fidelitas Title & Escrow, Inc.) has been updated or endorsed to reflect the date of Completion, confirming no intervening liens, encumbrances, or exceptions to title other than those previously approved by the Administrative Agent.
(g) Performance and Payment Bonds. The performance bond and payment bond (each in the penal sum of $412,000,000, issued by Great Basin Surety & Insurance Corp. on behalf of the EPC Contractor) remain in full force and effect, or, if the warranty and correction period under the EPC Contract has expired, final releases of such bonds have been obtained and delivered to the Administrative Agent.
(h) Completion Within Budget. The Project has been completed within the Approved Budget, subject only to change orders that have been approved by the Administrative Agent in writing in accordance with the Loan Agreement, and no cost overrun exists that has not been funded by the Guarantor in accordance with Section 2.4 hereof.
(i) Final Cost Certification. A final cost certification has been delivered to the Administrative Agent, prepared or reviewed by Fielding & Associates, CPAs (Robert Fielding, CPA, engagement partner), confirming that the total Project costs incurred through Completion do not exceed the Approved Budget (as adjusted for Administrative Agent-approved change orders) and that all sources and uses of funds are reconciled.
(j) Permanent Property Insurance. Permanent operational property insurance covering the Project has been placed with one or more insurance carriers reasonably acceptable to the Administrative Agent, providing coverage at a replacement cost value of not less than $600,000,000, naming the Administrative Agent and the Lenders as additional insureds and loss payees as their interests may appear, and otherwise complying with the insurance requirements set forth in the Loan Agreement.
The Administrative Agent shall confirm in writing that Completion has been achieved upon its receipt of evidence satisfactory to it, acting reasonably, that all of the foregoing conditions have been satisfied.
Section 2.3 Completion Date. The Guarantor hereby guarantees that Completion will be achieved on or before the date that is thirty (30) months from the date of the first advance under the Loan (such date, as may be extended in accordance with this Section 2.3, the "Outside Completion Date"). For the avoidance of doubt, if the first advance under the Loan occurs on November 1, 2025, the Outside Completion Date would be May 1, 2028, subject to the provisions set forth below.
Notwithstanding the foregoing, the Guarantor acknowledges that the Substantial Completion milestones under the EPC Contract are as follows: Building A — August 1, 2027; and Buildings B, C, and D — November 1, 2027. The Guarantor shall use all commercially reasonable efforts to cause Completion to occur on or before such dates.
The Outside Completion Date may be extended only with the prior written consent of the Administrative Agent (acting at the direction of the Required Lenders), and any such extension shall be documented in a written instrument executed by the Guarantor and the Administrative Agent. No extension of the Outside Completion Date shall be implied from any course of dealing, delay, or failure to act by the Administrative Agent.
Any force majeure extensions granted to the EPC Contractor under the EPC Contract (whether for reasons of casualty, condemnation, governmental delay, pandemic, supply chain disruption, labor dispute, or otherwise) shall not automatically extend the Outside Completion Date under this Completion Guaranty. Any extension of the Outside Completion Date on account of force majeure events shall require the separate, prior written approval of the Administrative Agent (acting at the direction of the Required Lenders), which approval shall not be unreasonably withheld if the Guarantor demonstrates to the Administrative Agent's reasonable satisfaction that (i) the applicable force majeure event is beyond the reasonable control of the Guarantor, the Borrower, and the EPC Contractor, (ii) the Guarantor is diligently pursuing all available means to mitigate the delay, and (iii) the extension will not result in a material increase to the Approved Budget.
Section 2.4 Budget Overruns; Cost Completion Obligation. If at any time the Administrative Agent reasonably determines, based upon the construction budget, monthly inspection reports prepared by the Owner's Representative, draw requests submitted by the Borrower, or other available information, that the total cost to complete the Project (including all hard costs, soft costs, power infrastructure costs, and contingency items) will exceed the sum of (i) remaining undisbursed Loan proceeds, plus (ii) remaining unfunded equity commitments under the Equity Contribution Agreement, plus (iii) any other funds then on deposit in Project accounts available for application to Project costs, the Administrative Agent shall deliver written notice to the Guarantor specifying the estimated shortfall amount (a "Cost Overrun Notice").
Within fifteen (15) business days of receipt of a Cost Overrun Notice, the Guarantor shall deposit (or cause to be deposited) the full amount of the identified shortfall into an account designated by the Administrative Agent (the "Completion Reserve Account"). Such deposits shall be applied to Project costs in accordance with the disbursement procedures set forth in the Loan Agreement before any further advances of Loan proceeds are made by the Lenders. Any amounts remaining in the Completion Reserve Account after Completion has been achieved and confirmed by the Administrative Agent shall be returned to the Guarantor.
The Guarantor acknowledges that the Loan Agreement includes a Loan-to-Cost Ratio covenant requiring that the outstanding principal balance of the Loan shall not at any time exceed sixty-five percent (65%) of the total costs incurred and to-be-incurred in connection with the Project (the "LTC Covenant"). The Guarantor's cost completion obligation under this Section 2.4 is intended to, among other things, support the ongoing maintenance of the LTC Covenant and ensure that the equity contribution of $210,000,000 from the Guarantor and its affiliates remains proportionate to the total Loan exposure of $390,000,000. Nothing in this Section 2.4 shall limit the Guarantor's obligations under Section 2.1 or any other provision of this Completion Guaranty.
Section 2.5 Application of Liquidated Damages. Any liquidated damages received by the Borrower under the EPC Contract on account of the EPC Contractor's failure to achieve Substantial Completion by the milestone dates specified therein (which liquidated damages accrue at the rate of One Hundred Twenty-Five Thousand Dollars ($125,000) per calendar day per building, subject to an aggregate cap of Ten Million Three Hundred Thousand Dollars ($10,300,000) per building) shall be applied to reduce the Guaranteed Obligations hereunder; provided, however, that the receipt or application of any such liquidated damages shall not relieve the Guarantor of its obligation to achieve Completion in accordance with this Completion Guaranty, and the Guarantor's obligations hereunder shall continue in full force and effect notwithstanding the receipt of any such liquidated damages.
The Guarantor shall use commercially reasonable efforts to enforce (and shall cause the Borrower to enforce) the Borrower's rights to receive liquidated damages under the EPC Contract, including by providing timely notices of delay to the EPC Contractor, documenting all instances of delay, and pursuing all available contractual remedies. The Guarantor shall promptly notify the Administrative Agent of any claim for liquidated damages asserted or received under the EPC Contract and shall provide copies of all related correspondence and documentation.
ARTICLE 3
REPRESENTATIONS AND WARRANTIES OF GUARANTOR
The Guarantor hereby represents and warrants to the Administrative Agent and the Lenders as of the Effective Date and as of the date of each advance under the Loan as follows:
Section 3.1 Organization and Good Standing. The Guarantor is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware. The Guarantor is duly qualified to transact business and is in good standing in the Commonwealth of Virginia (Virginia State Corporation Commission Entity ID: S7491283), and in each other jurisdiction where the nature of its business or the ownership or leasing of its properties requires such qualification, except where the failure to so qualify would not reasonably be expected to have a material adverse effect on the Guarantor's ability to perform its obligations under this Completion Guaranty.
Section 3.2 Authority; Enforceability. The Guarantor has full limited liability company power and authority to execute, deliver, and perform this Completion Guaranty and to consummate the transactions contemplated hereby. The execution, delivery, and performance of this Completion Guaranty have been duly authorized by all necessary limited liability company action on the part of the Guarantor, including approval by member consent resolution authorizing the development and financing of the Stonebridge Data Center Campus, and no further consent or approval of any member, manager, or other person or entity is required. This Completion Guaranty has been duly executed and delivered by the Guarantor and constitutes a legal, valid, and binding obligation of the Guarantor, enforceable against the Guarantor in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, or other similar laws affecting the enforcement of creditors' rights generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).
Section 3.3 No Conflict. The execution, delivery, and performance of this Completion Guaranty by the Guarantor do not and will not (a) violate or conflict with the Certificate of Formation, Limited Liability Company Agreement, or other organizational documents of the Guarantor; (b) violate or conflict with any law, rule, regulation, order, judgment, decree, or injunction applicable to the Guarantor; (c) result in a breach of, or constitute a default under, or give rise to a right of termination, cancellation, or acceleration under, any material agreement, contract, indenture, mortgage, or instrument to which the Guarantor is a party or by which the Guarantor or any of its properties or assets is bound; or (d) result in the creation or imposition of any lien, charge, or encumbrance on any property or asset of the Guarantor (other than liens created by the Loan Documents).
Section 3.4 Financial Condition. The financial statements of the Guarantor heretofore delivered to the Administrative Agent, including the audited financial statements for the fiscal year ended December 31, 2024, are true, correct, and complete in all material respects and fairly present the financial condition of the Guarantor as of the dates thereof and the results of operations for the periods covered thereby, all in accordance with generally accepted accounting principles applied on a consistent basis. Since the date of the most recent financial statements so delivered, there has been no material adverse change in the business, properties, financial condition, or results of operations of the Guarantor.
Section 3.5 Litigation. There is no action, suit, proceeding, investigation, or claim pending or, to the Guarantor's knowledge, threatened against or affecting the Guarantor before any court, arbitrator, or governmental authority that (a) involves this Completion Guaranty, any Loan Document, or the Project, or (b) could reasonably be expected to materially and adversely impair the Guarantor's ability to perform its obligations under this Completion Guaranty.
Section 3.6 Ownership of Borrower. The Guarantor is the sole member and the direct holder of 100% of the membership interests in the Borrower. Ridgeline Capital Partners Fund IV, LP, a Delaware limited partnership, holds a ninety-two percent (92%) indirect equity interest in the Guarantor through RCP Digital Holdings LLC, a Delaware limited liability company. The remaining eight percent (8%) of the equity interests in the Guarantor are held by Ironhaven Management Incentive Pool LLC. The current officers of the Guarantor are: Marcus Thorne, Chief Executive Officer; Priya Dasgupta, Chief Financial Officer; and Leonard Castellano, Executive Vice President, Development.
Section 3.7 No Default. No event of default, or event that with the giving of notice or the passage of time or both would constitute an event of default, exists under the Loan Agreement or any other Loan Document.
Section 3.8 Solvency. The Guarantor is solvent and will not be rendered insolvent by the execution and performance of this Completion Guaranty or the consummation of the transactions contemplated hereby. As of the Effective Date and after giving effect to the obligations assumed hereunder, (a) the fair value of the Guarantor's assets exceeds its liabilities (including contingent liabilities), (b) the Guarantor's assets do not constitute unreasonably small capital to carry on its business as presently conducted and as proposed to be conducted, and (c) the Guarantor does not intend to, and does not believe that it will, incur debts beyond its ability to pay as they mature.
Section 3.9 Existing Operations. The Guarantor currently operates three existing data center facilities in Northern Virginia, totaling approximately 42 MW of critical IT load, and has substantial experience in the development, construction, and operation of mission-critical data center infrastructure. The Guarantor represents that its existing operations provide relevant experience and operational capabilities that support the successful Completion of the Project.
ARTICLE 4
COVENANTS OF GUARANTOR
The Guarantor hereby covenants and agrees with the Administrative Agent and the Lenders as follows:
Section 4.1 Prosecution of Construction. The Guarantor shall cause the Borrower to diligently and continuously prosecute the construction and development of the Project in accordance with the Approved Plans and the Approved Budget, and in compliance with all applicable governmental requirements, including all conditions of the zoning modifications, site plan approvals, building permits, and other entitlements applicable to the Project. The Guarantor shall cause the Borrower to comply in all material respects with all terms and conditions of the EPC Contract with Titan-McAllister Construction Group, LLC, and shall ensure that the Borrower exercises commercially reasonable oversight of the EPC Contractor's performance.
Section 4.2 Maintenance of EPC Contract. The Guarantor shall not permit the Borrower to terminate, materially amend, modify, supplement, or waive any material provision of the EPC Contract without the prior written consent of the Administrative Agent (which consent shall not be unreasonably withheld, conditioned, or delayed with respect to amendments that do not increase the GMP by more than $500,000 individually or $2,000,000 in the aggregate, do not extend the milestone completion dates, and do not otherwise materially modify the EPC Contractor's obligations).
The Guarantor shall cause the Borrower to maintain in full force and effect the performance bond and payment bond issued by Great Basin Surety & Insurance Corp. (each in the penal sum of $412,000,000) throughout the construction period and until final completion and acceptance of the Project (or the expiration of the applicable warranty and correction period, if later), and shall promptly notify the Administrative Agent of any event that could give rise to a claim under such bonds or any notice from the surety of potential default or termination.
The Guarantor shall further cause the Borrower to enforce the retainage provisions of the EPC Contract, which provide for retainage of ten percent (10%) of the value of work completed until fifty percent (50%) completion of the Project, and five percent (5%) of the value of work completed thereafter, and shall cause the Borrower to enforce all milestone schedules and performance standards set forth in the EPC Contract.
Section 4.3 Insurance. The Guarantor shall cause the Borrower and/or the EPC Contractor to obtain and maintain at all times during the construction of the Project all insurance coverages required under the Loan Documents and the EPC Contract, including, without limitation:
(a) Builder's Risk Insurance. Builder's risk insurance (all-risk completed value form) in an amount not less than $412,000,000, with a deductible of not more than $250,000 per occurrence, underwritten by Great Basin Surety & Insurance Corp. or another insurer reasonably acceptable to the Administrative Agent;
(b) Commercial General Liability Insurance. Commercial general liability insurance with limits of not less than $150,000,000 per occurrence and in the aggregate (which may be provided through a combination of primary and umbrella/excess liability policies), underwritten by Pinnacle Indemnity Insurance Co. and carried by the EPC Contractor, naming the Borrower, the Guarantor, the Administrative Agent, and the Lenders as additional insureds; and
(c) Additional Coverages. Such other insurance coverages as are set forth in the Insurance Requirements Compliance Matrix attached to the Loan Agreement, including without limitation workers' compensation insurance, automobile liability insurance, professional liability insurance (for design consultants), and pollution legal liability insurance.
The insurance broker for the Project is Northgate Insurance Brokerage, LLC (Account Executive: William Keane). The Guarantor shall cause the Borrower to deliver to the Administrative Agent certificates of insurance and copies of all insurance policies promptly upon issuance or renewal, and shall provide the Administrative Agent with at least thirty (30) days' prior written notice of any cancellation, non-renewal, or material modification of any required insurance coverage.
Section 4.4 Preservation of Permits and Entitlements. The Guarantor shall cause the Borrower to obtain and maintain in full force and effect all governmental permits, approvals, licenses, entitlements, and authorizations necessary or appropriate for the development, construction, and operation of the Project, including without limitation the zoning modification approval (anticipated docket number ZMOD-2025-0038), all proffer commitments (estimated proffer payments of $2,400,000), site plan approvals from Loudoun County, building permits, fire and life safety approvals, and environmental permits. The Guarantor shall promptly notify the Administrative Agent of any threatened or actual revocation, suspension, modification, or non-renewal of any material permit or entitlement.
Section 4.5 Financial Reporting. The Guarantor shall deliver to the Administrative Agent the following financial information and reports:
(a) Annual Audited Financial Statements. Within one hundred twenty (120) days after the end of each fiscal year of the Guarantor, audited financial statements of the Guarantor, prepared in accordance with generally accepted accounting principles, audited by an independent certified public accounting firm reasonably acceptable to the Administrative Agent, and including a balance sheet, income statement, statement of cash flows, and statement of members' equity.
(b) Quarterly Unaudited Financial Statements. Within forty-five (45) days after the end of each fiscal quarter of the Guarantor (other than the fourth fiscal quarter), unaudited financial statements of the Guarantor, consisting of a balance sheet and income statement, certified by the Chief Financial Officer of the Guarantor as being true, correct, and complete in all material respects.
(c) Monthly Construction Progress Reports. Monthly construction progress reports, to be delivered within fifteen (15) days after the end of each calendar month, in the form required by the Loan Agreement, detailing the status of construction, the percentage of completion of each building and campus component, any schedule delays, cost variances, and change orders.
(d) Draw Requests and Cost Certifications. Copies of all draw requests and cost certifications submitted by the Borrower to the Administrative Agent in connection with advances under the Loan, concurrently with the submission thereof.
Section 4.6 Change of Control. The Guarantor shall not permit any change of control (as defined below) of the Borrower or the Guarantor without the prior written consent of the Administrative Agent (acting at the direction of the Required Lenders). For purposes of this Section 4.6, a "change of control" means any transaction or series of related transactions resulting in Ridgeline Capital Partners Fund IV, LP (directly or through one or more wholly owned intermediate entities, including RCP Digital Holdings LLC) ceasing to hold, directly or indirectly, at least fifty-one percent (51%) of the outstanding equity interests in the Borrower or the Guarantor, or ceasing to have the power to direct or cause the direction of the management and policies of the Borrower or the Guarantor, whether through ownership of voting securities, by contract, or otherwise.
Any change of control effected without the prior written consent of the Administrative Agent shall constitute an Event of Default under the Loan Agreement and under this Completion Guaranty, triggering mandatory prepayment obligations under the Loan Agreement, and shall entitle the Administrative Agent to exercise all remedies available under the Loan Documents, including under this Completion Guaranty.
Section 4.7 Power Procurement. The Guarantor shall cause the Borrower to diligently pursue the design, construction, and energization of the dedicated 230kV/34.5kV electrical substation on the Meridian Parcel, and to timely fund the line extension contribution of Eighteen Million Five Hundred Thousand Dollars ($18,500,000) to Vantage Power Cooperative under the Line Extension Funding Agreement, in accordance with the payment schedule set forth therein. The target date for substation energization is June 1, 2027. The Guarantor shall promptly notify the Administrative Agent of any material delay or impediment to the substation construction or energization schedule and of any dispute with Vantage Power Cooperative regarding the scope, cost, or timing of the line extension or substation work.
Section 4.8 Compliance with Law. The Guarantor shall cause the Borrower and the Project to comply in all material respects with all applicable laws, statutes, ordinances, rules, regulations, orders, judgments, and decrees, including without limitation the zoning ordinances of Loudoun County, Virginia, the Virginia Uniform Statewide Building Code, the Virginia Department of Environmental Quality regulations, the Americans with Disabilities Act, and all applicable environmental laws and regulations.
Section 4.9 No Additional Indebtedness. The Guarantor shall not permit the Borrower to incur, assume, or guarantee any additional indebtedness (whether secured or unsecured) without the prior written consent of the Administrative Agent, except for trade payables incurred in the ordinary course of the Project's development and construction that are paid within the time periods specified in the applicable contracts and that are not past due.
Section 4.10 Equity Contribution Obligations. The Guarantor shall cause all equity contributions required under the Equity Contribution Agreement and the Loan Agreement, in the aggregate amount of Two Hundred Ten Million Dollars ($210,000,000), to be funded in accordance with the schedules and conditions set forth therein. Without limiting the foregoing, the Guarantor shall cause the minimum initial equity contribution of Fifty-Two Million Five Hundred Thousand Dollars ($52,500,000) (representing 25% of the total equity commitment of $210,000,000) to be made to the Borrower prior to and as a condition precedent to the first advance under the Loan. Subsequent equity contributions shall be made on a pro rata basis with Loan advances, or on such other basis as may be required under the Loan Agreement, to ensure that the LTC Covenant is satisfied at all times.
ARTICLE 5
EVENTS OF DEFAULT; REMEDIES
Section 5.1 Events of Default. Each of the following shall constitute an "Event of Default" under this Completion Guaranty:
(a) Payment Default. The failure by the Guarantor to make any payment or deposit required under this Completion Guaranty within the applicable time period specified herein, and such failure continues for a period of five (5) business days after written notice thereof from the Administrative Agent.
(b) Failure to Complete. The failure by the Guarantor to achieve Completion by the Outside Completion Date, as the same may be extended in accordance with Section 2.3 hereof.
(c) Breach of Representation or Warranty. Any representation or warranty made by the Guarantor in this Completion Guaranty, or in any certificate, report, or other document delivered pursuant hereto, proves to have been untrue or inaccurate in any material respect when made, and such breach, if susceptible of cure, is not cured within thirty (30) days after written notice thereof from the Administrative Agent.
(d) Breach of Covenant. The failure by the Guarantor to perform or observe any covenant, agreement, or obligation contained in this Completion Guaranty (other than those specifically addressed in clauses (a) and (b) above), and such failure continues for a period of thirty (30) days after written notice thereof from the Administrative Agent (or such shorter cure period as may be expressly specified herein with respect to a particular covenant); provided, however, that if such failure is not reasonably susceptible of cure within such thirty (30) day period, the cure period shall be extended for an additional reasonable period (not to exceed sixty (60) days in the aggregate) so long as the Guarantor has commenced and is diligently pursuing cure of such failure.
(e) Cross-Default to Loan Documents. The occurrence of an Event of Default (as defined in the Loan Agreement) under the Loan Agreement or any other Loan Document.
(f) Insolvency. The Guarantor or the Borrower (i) files a voluntary petition in bankruptcy or is adjudicated bankrupt or insolvent, (ii) files any petition or answer seeking or acquiescing in any reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief under any present or future federal, state, or other law or regulation relating to bankruptcy, insolvency, or other relief for debtors, (iii) seeks or consents to or acquiesces in the appointment of any trustee, receiver, conservator, or liquidator of the Guarantor or the Borrower or of all or any substantial part of its properties, (iv) makes a general assignment for the benefit of creditors, or (v) admits in writing its inability to pay its debts as they mature. The filing of an involuntary petition against the Guarantor or the Borrower under any bankruptcy, insolvency, or similar law, which petition is not dismissed within sixty (60) days of filing, shall also constitute an Event of Default.
(g) Change of Control. Any change of control (as defined in Section 4.6 hereof) occurs without the prior written consent of the Administrative Agent.
(h) EPC Contract Default. The EPC Contract is terminated, or a material breach of the EPC Contract by the EPC Contractor occurs that is not remedied within the time periods and in the manner set forth in the EPC Contract, and the Guarantor fails to cause the Borrower to take commercially reasonable steps to enforce the Borrower's rights and remedies under the EPC Contract or to engage a replacement contractor reasonably acceptable to the Administrative Agent within sixty (60) days of such termination or breach.
(i) Collateral Impairment. The occurrence of any event or condition that the Administrative Agent reasonably determines has resulted in, or is reasonably likely to result in, a material impairment of the Administrative Agent's or the Lenders' collateral position with respect to the Project, including without limitation the loss, damage, or destruction of a material portion of the Project not covered by insurance, the condemnation or taking of a material portion of the Project Real Property, or the imposition of governmental restrictions that materially impair the use or operation of the Project as contemplated by the Approved Plans.
Section 5.2 Remedies. Upon the occurrence and during the continuance of any Event of Default under this Completion Guaranty, the Administrative Agent may, in its sole discretion, exercise any one or more of the following remedies:
(a) Demand for Payment. Demand immediate payment by the Guarantor of all amounts necessary to achieve Completion of the Project, including all unfunded cost completion obligations, all deficiency amounts, and all costs, expenses, and liabilities incurred or to be incurred in connection with the completion of the Project.
(b) Step-In Rights. Exercise step-in rights by taking over, or causing the Borrower to take over, direct management and supervision of the construction and development of the Project, including the right to replace the EPC Contractor (subject to the terms of the EPC Contract, the consent of Great Basin Surety & Insurance Corp. as surety, and applicable law), to engage substitute contractors, subcontractors, architects, engineers, and consultants, and to take all actions necessary or appropriate to prosecute the construction of the Project to Completion.
(c) Application of Deposited Funds. Apply any and all funds then on deposit in the Completion Reserve Account or any other account held by the Administrative Agent in connection with the Project to the costs of completing the Project, in such order and manner as the Administrative Agent shall determine in its reasonable discretion.
(d) Acceleration. Accelerate the maturity of the Loan and declare all outstanding principal, accrued interest, fees, and other amounts under the Loan Documents to be immediately due and payable, and exercise all rights and remedies available to the Administrative Agent and the Lenders under the Loan Documents, including foreclosure under the Deed of Trust.
(e) Other Remedies. Pursue any and all other remedies available to the Administrative Agent and the Lenders at law or in equity, including without limitation the right to seek specific performance of the Guarantor's obligations under this Completion Guaranty.
All remedies of the Administrative Agent under this Completion Guaranty are cumulative and may be exercised concurrently or successively, in any order and at any time. No exercise or failure to exercise any remedy shall constitute an election of remedies or a waiver of any other remedy.
Section 5.3 Administrative Agent's Right to Cure. If the Guarantor fails to perform any obligation under this Completion Guaranty and such failure continues beyond any applicable notice and cure period, the Administrative Agent may, but shall not be obligated to, cure any such failure on behalf of and at the expense of the Guarantor. All costs, expenses, and liabilities incurred by the Administrative Agent in connection with any such cure (including reasonable attorneys' fees, consultant fees, construction management fees, and related costs) shall become immediately due and payable by the Guarantor upon demand, together with interest thereon at the default rate specified in the Loan Agreement from the date incurred through the date of payment. Any such cure by the Administrative Agent shall not be deemed to waive or release the Guarantor from its obligations hereunder.
ARTICLE 6
WAIVERS
Section 6.1 Waivers by Guarantor. The Guarantor hereby unconditionally, irrevocably, and absolutely waives, to the fullest extent permitted by applicable law:
(a) Notice of acceptance of this Completion Guaranty by the Administrative Agent or any Lender;
(b) Notice of the existence or creation of any default or Event of Default under the Loan Agreement, the Loan Documents, or this Completion Guaranty, or of any failure by the Borrower to perform or comply with any term or condition of the Loan Documents;
(c) Demand, presentment for payment, protest, and notice of nonpayment, dishonor, and protest;
(d) Any requirement that the Administrative Agent or any Lender proceed first against the Borrower, exhaust any security held for the Loan, or pursue any other remedy against the Borrower, the EPC Contractor, any surety, or any other person or entity before proceeding against the Guarantor under this Completion Guaranty (including any requirement of marshalling of assets or any similar doctrine);
(e) Any defense based upon or arising out of the Administrative Agent's or any Lender's election of remedies, including any election to proceed under the Deed of Trust by judicial or non-judicial foreclosure, or any election of remedies that impairs or destroys the Guarantor's rights of subrogation, contribution, or reimbursement against the Borrower or any other party;
(f) Any defense arising by reason of any amendment, modification, supplement, extension, renewal, restatement, or replacement of any Loan Document, the EPC Contract, or any other document or agreement relating to the Project, or by reason of any change in the terms, conditions, or provisions of the Loan (including changes to the principal amount, interest rate, maturity date, or draw schedule), or by reason of any release, substitution, addition, or impairment of any collateral securing the Loan;
(g) Any defense based upon or arising out of any statute of limitations applicable to any action or proceeding to enforce this Completion Guaranty; and
(h) Any and all suretyship defenses otherwise available to the Guarantor under the laws of the Commonwealth of Virginia or any other applicable jurisdiction, including without limitation any defense arising under Virginia Code §§ 49-25 through 49-27 or any successor provisions.
Section 6.2 Guarantor's Consent to Modifications. The Guarantor hereby consents to any and all modifications, amendments, extensions, renewals, restatements, waivers, and supplements of or to the Loan Documents, the EPC Contract, or any other Project documents, made at any time and from time to time, without notice to the Guarantor and without in any way affecting, impairing, or releasing the obligations of the Guarantor under this Completion Guaranty. Without limiting the generality of the foregoing, the Guarantor specifically consents and agrees that (a) extensions of the Loan maturity date, including the twelve (12)-month extension option set forth in the Loan Agreement, (b) changes to the interest rate applicable to the Loan (currently Term SOFR plus 285 basis points), arrangement fees, or other fees and charges, (c) modifications to the draw schedule or disbursement procedures, and (d) releases, substitutions, or additions of collateral securing the Loan, shall not affect, impair, reduce, or discharge the obligations of the Guarantor under this Completion Guaranty.
Section 6.3 Reinstatement. If at any time any payment made by the Guarantor or any other party under this Completion Guaranty, the Loan Documents, or otherwise in respect of the Guaranteed Obligations is rescinded, voided, set aside, or must be returned or restored by the Administrative Agent or any Lender, whether as a result of any bankruptcy, insolvency, or similar proceeding, any settlement or compromise, or otherwise, this Completion Guaranty shall be reinstated and the Guarantor's obligations hereunder shall continue as if such payment had never been made. The provisions of this Section 6.3 shall survive the termination of this Completion Guaranty.
ARTICLE 7
SUBORDINATION
Section 7.1 Subordination of Guarantor's Rights. All rights, claims, and causes of action of the Guarantor against the Borrower, whether arising by subrogation, indemnity, contribution, reimbursement, exoneration, or otherwise, in connection with any payment made or performance rendered by the Guarantor under this Completion Guaranty, are hereby irrevocably subordinated in right of payment and priority to the prior indefeasible payment in full in cash of all obligations of the Borrower to the Administrative Agent and the Lenders under the Loan Documents. Until such time as all obligations under the Loan Documents have been indefeasibly paid and performed in full and the Loan Documents have been terminated, the Guarantor shall not exercise, assert, or enforce any subrogation, contribution, indemnification, or reimbursement rights against the Borrower or against any collateral securing the Loan, and shall not take any action to collect, receive, or recover any amounts from the Borrower in respect of any such rights. If the Guarantor receives any payment from the Borrower or any other person or entity on account of any subordinated claim at any time prior to the indefeasible payment in full of all Loan obligations, the Guarantor shall hold such payment in trust for the benefit of the Administrative Agent and the Lenders and shall promptly remit such payment to the Administrative Agent for application to the Loan obligations in accordance with the Loan Agreement.
ARTICLE 8
MISCELLANEOUS
Section 8.1 Governing Law. This Completion Guaranty and the rights and obligations of the parties hereto shall be governed by, and construed and enforced in accordance with, the laws of the Commonwealth of Virginia, without regard to any conflict of laws principles that would result in the application of the laws of any other jurisdiction.
Section 8.2 Jurisdiction and Venue. The Guarantor hereby irrevocably and unconditionally submits to the exclusive jurisdiction of (a) the Circuit Court of Loudoun County, Virginia, (b) any other court of competent jurisdiction sitting in the Commonwealth of Virginia, and (c) the United States District Court for the Eastern District of Virginia, Alexandria Division, for the purposes of any suit, action, or proceeding arising out of or relating to this Completion Guaranty, and agrees that all claims in respect of any such suit, action, or proceeding may be heard and determined in any such court. The Guarantor irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of venue in any such court, and any claim that any such suit, action, or proceeding has been brought in an inconvenient forum.
Section 8.3 Waiver of Jury Trial. THE GUARANTOR AND THE ADMINISTRATIVE AGENT EACH HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT, PROCEEDING, OR COUNTERCLAIM (WHETHER BASED IN CONTRACT, TORT, OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS COMPLETION GUARANTY, THE LOAN DOCUMENTS, THE PROJECT, OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. EACH PARTY ACKNOWLEDGES THAT THIS WAIVER IS A MATERIAL INDUCEMENT TO THE OTHER PARTY'S ENTRY INTO THIS COMPLETION GUARANTY AND THAT EACH PARTY HAS BEEN AFFORDED AN OPPORTUNITY TO CONSULT WITH LEGAL COUNSEL REGARDING THIS WAIVER.
Section 8.4 Notices. All notices, requests, demands, consents, approvals, and other communications required or permitted under this Completion Guaranty shall be in writing and shall be deemed to have been duly given (i) when delivered by hand, (ii) on the first business day following deposit with a nationally recognized overnight courier service, (iii) on the third business day following deposit in the United States mail, postage prepaid, registered or certified, return receipt requested, or (iv) when sent by electronic mail (with confirmation of receipt), in each case addressed as follows:
If to the Guarantor:
Ironhaven Data Centers LLC 44680 Prentice Drive, Suite 200 Ashburn, Virginia 20147
Attention: Marcus Thorne, Chief Executive Officer
and Priya Dasgupta, Chief Financial Officer
Email: mthorne@ironhavendc.com; pdasgupta@ironhavendc.com
With a copy (which shall not constitute notice) to:
Calderwood & Harkness LLP 1900 K Street NW, Suite 800 Washington, DC 20006
Attention: Douglas Fairchild
Email: dfairchild@calderwoodharkness.com
If to the Administrative Agent:
Summit National Bank, N.A. 1275 Aven

COMPLETION GUARANTY

COMPLETION GUARANTY

RECITALS

ARTICLE 1

DEFINITIONS

ARTICLE 2

GUARANTY OF COMPLETION

ARTICLE 3

REPRESENTATIONS AND WARRANTIES OF GUARANTOR

ARTICLE 4

COVENANTS OF GUARANTOR

ARTICLE 5

ARTICLE 6

WAIVERS

ARTICLE 7

SUBORDINATION

ARTICLE 8

MISCELLANEOUS

Record

Parties

Dates

Amounts