PLEDGE AGREEMENT
Pledge of 100% of Membership Interests in Stonebridge Campus Holdings LLC
Dated as of October 15, 2025
by
IRONHAVEN DATA CENTERS LLC, a Delaware limited liability company, as Pledgor
in favor of
SUMMIT NATIONAL BANK, N.A., a national banking association, as Administrative Agent for the Lenders
Relating to the $390,000,000 Senior Secured Construction Loan Facility pursuant to the Construction Loan Agreement of even date hereof among Stonebridge Campus Holdings LLC, as Borrower, the Lenders party thereto, and Summit National Bank, N.A., as Administrative Agent
Summit Loan Commitment Reference: CL-2025-VA-04418
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PLEDGE AGREEMENT
This PLEDGE AGREEMENT (this "Agreement") is made and entered into as of October 15, 2025, by and between:
IRONHAVEN DATA CENTERS LLC, a Delaware limited liability company, with its principal offices at 44680 Prentice Drive, Suite 200, Ashburn, Virginia 20147 (the "Pledgor" or "IHDC");
and
SUMMIT NATIONAL BANK, N.A., a national banking association, acting in its capacity as administrative agent for the Lenders (as defined below), with offices at 1275 Avenue of Commerce, 12th Floor, McLean, Virginia 22102 (the "Administrative Agent" or "Secured Party").
RECITALS
A. Stonebridge Campus Holdings LLC (the "Borrower") is a Virginia limited liability company to be wholly owned by Pledgor. The Borrower is a single-purpose entity formed solely for the purpose of owning and developing the Stonebridge Data Center Campus located in Loudoun County, Virginia (the "Project"). The Project is a ground-up data center campus comprising four buildings (Buildings A through D), each approximately 120,000 square feet, with a total critical IT load capacity of 96 megawatts, situated on approximately 81.4 acres of land consisting of the Stonebridge Parcel (approximately 62.0 acres, Loudoun County Tax Map Reference /95-4A-1///) and the Meridian Parcel (approximately 19.4 acres, Loudoun County Tax Map Reference /95-4A-2///).
B. The total Project budget is Six Hundred Million Dollars ($600,000,000), to be funded by Two Hundred Ten Million Dollars ($210,000,000) in equity (representing approximately 35% of total Project costs) contributed by Ridgeline Capital Partners Fund IV, LP through IHDC, and Three Hundred Ninety Million Dollars ($390,000,000) in senior secured construction loan financing (representing approximately 65% of total Project costs) provided under that certain Construction Loan Agreement of even date herewith (as the same may be amended, restated, supplemented, or otherwise modified from time to time, the "Credit Agreement") among the Borrower, the Lenders (as defined below), and the Administrative Agent.
C. The lenders under the Credit Agreement (collectively, the "Lenders") are Summit National Bank, N.A. (with a commitment of $180,000,000, representing approximately 46.15% of the total facility), Cascade Commercial Lending Corp. (with a commitment of $130,000,000, representing approximately 33.33% of the total facility), and Harborview Trust Company (with a commitment of $80,000,000, representing approximately 20.51% of the total facility).
D. As a condition precedent to the Lenders making advances under the Credit Agreement, the Pledgor is required to pledge all of its membership interests in the Borrower to the Administrative Agent for the ratable benefit of the Lenders as collateral security for the Obligations (as defined in the Credit Agreement and as further defined herein).
E. Pledgor is the sole member and 100% owner of all issued and outstanding membership interests in the Borrower. Pledgor's ownership of the Borrower is governed by the Operating Agreement of Stonebridge Campus Holdings LLC, dated as of the date hereof (the "Operating Agreement"), as the same may be amended from time to time in accordance with the terms of this Agreement and the Credit Agreement.
F. Pledgor (IHDC) is held 92% by RCP Digital Holdings LLC, which is wholly owned by Ridgeline Capital Partners Fund IV, LP, a Delaware limited partnership managed by Ridgeline Capital Management LLC as its general partner. The remaining 8% interest in IHDC is held by Ironhaven Management Incentive Pool LLC.
NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and to induce the Lenders to make loans and advances to the Borrower under the Credit Agreement, the parties hereto agree as follows:
ARTICLE I — DEFINITIONS
Section 1.1 — Defined Terms
As used in this Agreement, the following terms shall have the meanings set forth below:
"Administrative Agent" means Summit National Bank, N.A., a national banking association, acting in its capacity as administrative agent for the Lenders under the Credit Agreement, together with its successors and assigns in such capacity.
"Agreement" means this Pledge Agreement, as the same may be amended, restated, supplemented, or otherwise modified from time to time in accordance with the terms hereof.
"Borrower" means Stonebridge Campus Holdings LLC, a Virginia limited liability company, the single-purpose entity borrower under the Credit Agreement.
"Collateral" has the meaning set forth in Section 2.1 of this Agreement and includes all of Pledgor's right, title, and interest in and to the Pledged Interests and all related rights, distributions, proceeds, and other property described therein.
"Credit Agreement" means that certain Construction Loan Agreement dated as of October 15, 2025, among the Borrower, the Lenders, and the Administrative Agent, providing for a $390,000,000 senior secured construction loan facility, as the same may be amended, restated, supplemented, or otherwise modified from time to time. Summit Loan Commitment Reference: CL-2025-VA-04418.
"Event of Default" means an "Event of Default" as defined in the Credit Agreement, including without limitation payment defaults, covenant defaults, representation defaults, cross-defaults, bankruptcy and insolvency events, judgments, changes of control, and material adverse effects, in each case as more fully set forth in Article VIII of the Credit Agreement.
"Lenders" means, collectively, Summit National Bank, N.A., Cascade Commercial Lending Corp., and Harborview Trust Company, and their respective successors and assigns under the Credit Agreement.
"Loan Documents" means the Credit Agreement, the Promissory Note in the original principal amount of $390,000,000, the Deed of Trust, Assignment of Leases and Rents, and Security Agreement (encumbering the Stonebridge Parcel and the Meridian Parcel in Loudoun County, Virginia), the Environmental Indemnity Agreement, the Completion Guaranty, the Carry Guaranty/Payment Guaranty, this Pledge Agreement, the Assignment of Contracts, Permits, and Approvals, and all other agreements, instruments, certificates, and documents executed and delivered in connection with the Credit Agreement, in each case as the same may be amended, restated, supplemented, or otherwise modified from time to time.
"Obligations" means all indebtedness, obligations, and liabilities of the Borrower under the Credit Agreement and the other Loan Documents, and of the Pledgor (in its capacity as guarantor under the Completion Guaranty and the Carry Guaranty/Payment Guaranty), whether now existing or hereafter arising, whether direct or indirect, absolute or contingent, matured or unmatured, joint or several, including without limitation (a) the principal amount of the construction loan (up to $390,000,000), (b) interest thereon (at the rate of Term SOFR plus 285 basis points per annum, subject to a SOFR floor of 0.50%), (c) fees (including the arrangement fee of $3,900,000 and the unused commitment fee of 0.50% per annum on the undrawn portion of the commitments), (d) costs and expenses (including reasonable attorneys' fees and disbursements), (e) indemnification obligations, (f) late charges and default interest, and (g) all other amounts payable by the Borrower or the Pledgor under any Loan Document.
"Operating Agreement" means the Operating Agreement of Stonebridge Campus Holdings LLC, dated as of the date hereof, as the same may be amended, restated, supplemented, or otherwise modified from time to time in accordance with the terms of this Agreement and the Credit Agreement.
"Pledged Interests" means 100% of the membership interests in the Borrower now or hereafter owned by the Pledgor, together with all distributions, profits, allocations, voting rights, consent rights, management rights, governance rights, and all other economic and non-economic rights arising from or attributable to such membership interests.
"Pledgor" means Ironhaven Data Centers LLC, a Delaware limited liability company (EIN: 84-3291057; Virginia State Corporation Commission Entity ID: S7491283).
"Proceeds" means all "proceeds" of the Collateral, as such term is defined in Section 9-102(a)(64) of the UCC, including without limitation all cash, instruments, securities, accounts, general intangibles, and other property received or receivable upon the sale, exchange, collection, or other disposition of any of the Collateral, all insurance proceeds payable by reason of loss or damage to the Collateral, and all claims against third parties for loss of, damage to, or destruction of any of the Collateral.
"Project" means the Stonebridge Data Center Campus, a ground-up data center development project located in Loudoun County, Virginia, as more fully described in the Credit Agreement.
"Required Lenders" has the meaning ascribed thereto in the Credit Agreement.
"UCC" means the Uniform Commercial Code as in effect from time to time in the Commonwealth of Virginia; provided, however, that if by reason of mandatory provisions of law, the perfection, the effect of perfection or non-perfection, or the priority of the security interest in any Collateral is governed by the Uniform Commercial Code as in effect in a jurisdiction other than the Commonwealth of Virginia, "UCC" shall mean the Uniform Commercial Code as in effect in such other jurisdiction for purposes of the provisions hereof relating to such perfection, effect of perfection or non-perfection, or priority.
Section 1.2 — Rules of Construction
(a) Terms defined in the Credit Agreement and not otherwise defined herein shall have the meanings ascribed to them therein.
(b) All references herein to Articles, Sections, Schedules, and Exhibits are to Articles, Sections, Schedules, and Exhibits of this Agreement, unless otherwise specified.
(c) The words "include," "includes," and "including" shall be deemed to be followed by the phrase "without limitation." The words "herein," "hereof," "hereunder," and words of similar import refer to this Agreement as a whole and not to any particular Section or provision.
(d) Unless the context otherwise requires, (i) any definition of or reference to any agreement, instrument, or other document shall be construed as referring to such agreement, instrument, or other document as from time to time amended, supplemented, or otherwise modified (subject to any restrictions on such amendments, supplements, or modifications set forth herein or in the Credit Agreement), (ii) any reference to any person shall be construed to include such person's successors and assigns, and (iii) the singular includes the plural, and the plural includes the singular.
(e) The definitions of terms set forth in the UCC shall apply to this Agreement to the extent such terms are used herein and are not otherwise defined herein; provided, however, that in the event of any conflict between a definition set forth herein and a definition set forth in the UCC, the definition set forth herein shall govern.
Section 1.3 — Credit Agreement Incorporation
The terms and conditions of the Credit Agreement are incorporated herein by reference to the extent applicable and not inconsistent with the express terms of this Agreement, including without limitation the definitions of "Event of Default," "Maturity Date" (being 48 months from the date of closing, with one twelve-month extension option subject to the satisfaction of certain conditions set forth in the Credit Agreement), "Change of Control," "Permitted Liens," "Material Adverse Effect," "Required Lenders," and all other capitalized terms used but not defined herein. In the event of any conflict between the terms of this Agreement and the terms of the Credit Agreement with respect to the Collateral or the rights and remedies of the Administrative Agent and the Lenders hereunder, the terms of this Agreement shall control; provided that with respect to the definitions of "Event of Default," "Obligations," and "Maturity Date," the Credit Agreement shall control.
ARTICLE II — PLEDGE AND GRANT OF SECURITY INTEREST
Section 2.1 — Grant of Security Interest
As security for the prompt and complete payment and performance when due (whether at stated maturity, by acceleration, or otherwise) of all Obligations, the Pledgor hereby pledges, assigns, transfers, and grants to the Administrative Agent, for the ratable benefit of the Lenders, a continuing first-priority security interest in and to all of the following property, whether now existing or hereafter acquired and wherever located (collectively, the "Collateral"):
(a) 100% of the membership interests in Stonebridge Campus Holdings LLC now owned or hereafter acquired by Pledgor, including all economic interests, profits interests, capital interests, and all other equity interests of whatever nature (the "Pledged Interests");
(b) All rights of Pledgor under the Operating Agreement, including without limitation all economic rights, distribution rights, allocation rights, voting rights, consent rights, management rights, governance rights, information rights, and all other rights, powers, and privileges arising under or in connection with the Operating Agreement;
(c) All certificates, instruments, or other documents, if any, evidencing or representing the Pledged Interests, including any substitute or replacement certificates or instruments issued with respect thereto;
(d) All distributions (whether in cash or in kind), dividends, payments, returns of capital, and other amounts payable or distributable, or which may become payable or distributable, in respect of the Pledged Interests, whether as ordinary distributions, liquidating distributions, special distributions, or otherwise;
(e) All additional membership interests, profits interests, incentive interests, or other equity interests in the Borrower hereafter acquired by Pledgor, whether by purchase, contribution, issuance, dividend, split, reclassification, merger, consolidation, or otherwise;
(f) All Proceeds of any and all of the foregoing, including without limitation all cash, securities, instruments, and other property received or receivable upon the sale, exchange, collection, or other disposition of any of the foregoing.
Section 2.2 — Security for Obligations
The Collateral secures the prompt and complete payment and performance of all Obligations under the Loan Documents, including without limitation (a) the $390,000,000 construction loan under the Credit Agreement, (b) all obligations of the Pledgor under the Completion Guaranty, (c) all obligations of the Pledgor under the Carry Guaranty/Payment Guaranty, (d) all interest, fees, costs, expenses, indemnification obligations, and other amounts payable under any Loan Document, and (e) all renewals, extensions, modifications, replacements, and refinancings of any of the foregoing. This Agreement is a continuing agreement, and the security interest granted hereby shall remain in full force and effect until the termination of this Agreement in accordance with Article VII hereof.
Section 2.3 — Delivery of Pledged Interests
(a) If the Pledged Interests are at any time evidenced by a certificate, instrument, or other document, Pledgor shall promptly deliver such certificate, instrument, or document to the Administrative Agent, duly endorsed in blank or accompanied by membership interest powers or other instruments of transfer duly executed in blank by Pledgor, in form and substance satisfactory to the Administrative Agent, together with all necessary transfer tax stamps affixed thereto at Pledgor's expense.
(b) As of the date hereof, the Operating Agreement provides that the Pledged Interests are uncertificated. Pledgor shall not cause or permit any certificates or instruments to be issued with respect to any of the Pledged Interests without the prior written consent of the Administrative Agent. In the event that, notwithstanding the foregoing, any certificates or instruments are issued with respect to the Pledged Interests, Pledgor shall immediately deliver the same to the Administrative Agent in accordance with paragraph (a) of this Section 2.3.
(c) Pledgor acknowledges that the Administrative Agent's security interest in the Pledged Interests shall be perfected by the filing of UCC-1 financing statements in the State of Delaware (as Pledgor's jurisdiction of organization) and that the delivery of certificates, if applicable, would provide additional perfection. Pledgor shall cooperate fully with the Administrative Agent in connection with all perfection measures.
ARTICLE III — REPRESENTATIONS AND WARRANTIES OF PLEDGOR
Pledgor hereby represents and warrants to the Administrative Agent and each of the Lenders as follows:
Section 3.1 — Organization and Good Standing
Pledgor is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware. Pledgor has all requisite limited liability company power and authority to own, lease, and operate its properties and assets and to carry on its business as now conducted. Pledgor is duly qualified to do 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 failure to be so qualified would reasonably be expected to have a material adverse effect on Pledgor's ability to perform its obligations hereunder.
Section 3.2 — Authorization and Enforceability
The execution, delivery, and performance of this Pledge Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary limited liability company action on the part of Pledgor, including the member consent resolution adopted by the members of IHDC authorizing IHDC to enter into the Stonebridge Campus development and financing transactions. No further consent, approval, or authorization of, or action by, the members, managers, or any other person or entity is required in connection with the execution, delivery, or performance of this Agreement by Pledgor. This Agreement has been duly executed and delivered by Pledgor and constitutes the legal, valid, and binding obligation of Pledgor, enforceable against Pledgor in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and similar laws affecting creditors' rights generally and to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).
Section 3.3 — Ownership of Pledged Interests
Pledgor is the sole and record owner of 100% of the issued and outstanding membership interests in the Borrower. Pledgor holds the Pledged Interests free and clear of all liens, encumbrances, pledges, security interests, charges, claims, options, preemptive rights, rights of first refusal, restrictions on transfer, and other adverse interests of any nature, except for (a) the security interest created under this Agreement in favor of the Administrative Agent, and (b) any permitted liens expressly identified in the Credit Agreement. No person or entity other than Pledgor holds any membership interest, profits interest, option, warrant, conversion right, right of first refusal, right of first offer, co-sale right, drag-along right, tag-along right, or other right to acquire or receive any equity interest or other interest in the Borrower.
Section 3.4 — No Conflicts
The execution, delivery, and performance of this Agreement, and the creation of the security interest herein granted, do not and will not:
(a) violate or conflict with, or result in a breach of, any provision of the certificate of formation, limited liability company agreement, or other organizational documents of Pledgor or the Borrower (including the Operating Agreement);
(b) violate or conflict with any applicable law, statute, rule, regulation, ordinance, order, decree, judgment, injunction, or governmental restriction applicable to Pledgor or the Borrower;
(c) violate or conflict with, result in a breach of, constitute a default (with or without notice, lapse of time, or both) under, give rise to a right of termination, cancellation, or acceleration under, or result in the imposition of any lien, charge, or encumbrance upon any property of Pledgor or the Borrower pursuant to, any indenture, mortgage, deed of trust, loan agreement, contract, lease, license, or other agreement or instrument to which Pledgor or the Borrower is a party or by which any of their properties may be bound; or
(d) result in the creation of any lien, charge, or encumbrance on or with respect to the Collateral other than the security interest in favor of the Administrative Agent created under this Agreement.
Section 3.5 — Borrower Organization
(a) The Borrower (Stonebridge Campus Holdings LLC) is a limited liability company duly organized (or to be duly organized on or prior to the date of the initial advance under the Credit Agreement) and validly existing under the laws of the Commonwealth of Virginia.
(b) The Borrower is a single-purpose entity formed solely for the purpose of owning and developing the Stonebridge Data Center Campus in Loudoun County, Virginia. The Borrower has not engaged, and will not engage, in any business or activity other than the ownership, development, construction, leasing, management, operation, and financing of the Project and activities incidental thereto.
(c) The Operating Agreement contains single-purpose entity provisions and separateness covenants required by the Credit Agreement, including without limitation provisions requiring the Borrower to (i) maintain separate books and records, (ii) hold itself out as a separate entity, (iii) maintain its own bank accounts, (iv) pay its own liabilities from its own funds, (v) maintain adequate capitalization, (vi) not commingle its assets with those of any other person or entity, (vii) conduct its business in its own name, and (viii) comply with all other separateness requirements set forth in the Credit Agreement.
Section 3.6 — Consents and Approvals
No consent, approval, authorization, license, permit, registration, or filing with, or notice to, any governmental authority, regulatory body, or other third party is required in connection with the execution, delivery, performance, or enforcement of this Agreement or the creation, perfection, or maintenance of the security interest herein granted, except for:
(a) the filing of UCC-1 financing statements (and any required continuation statements) in the State of Delaware (as Pledgor's jurisdiction of organization) and in any other applicable jurisdiction; and
(b) such consents, approvals, and filings as have already been obtained or made prior to the date hereof and remain in full force and effect.
Section 3.7 — No Prior Assignment
Pledgor has not previously pledged, assigned, hypothecated, transferred, or otherwise encumbered any of the Pledged Interests to any person or entity other than the Administrative Agent pursuant to this Agreement. There are no outstanding agreements, arrangements, or understandings pursuant to which any person or entity has or may acquire any right, title, or interest in or to the Pledged Interests, other than the security interest granted hereby.
Section 3.8 — Organizational Identification
The following information regarding Pledgor is true, correct, and complete as of the date hereof:
(a) Pledgor's exact legal name: Ironhaven Data Centers LLC.
(b) Pledgor's jurisdiction of organization: State of Delaware.
(c) Pledgor's Employer Identification Number (EIN): 84-3291057.
(d) Pledgor's principal place of business: 44680 Prentice Drive, Suite 200, Ashburn, Virginia 20147.
(e) Pledgor's organizational identification number (Virginia State Corporation Commission): S7491283.
(f) Pledgor's Chief Executive Officer: Marcus Thorne.
(g) Pledgor's Chief Financial Officer: Priya Dasgupta.
Section 3.9 — No Certificated Interests
The Pledged Interests are not currently evidenced by any certificate, instrument, or other document. The Operating Agreement does not provide for the issuance of certificated membership interests. Pledgor has not requested or authorized, and no person or entity has issued, any certificate or instrument representing any of the Pledged Interests.
Section 3.10 — Operating Agreement Compliance
Pledgor has delivered to the Administrative Agent a true, correct, and complete copy of the Operating Agreement, including all amendments, supplements, and side letters thereto (if any) as of the date hereof. The Operating Agreement expressly permits the pledge, assignment, and transfer of the Pledged Interests as contemplated by this Agreement and the exercise by the Administrative Agent of all rights and remedies with respect to the Pledged Interests upon the occurrence and during the continuance of an Event of Default, without any requirement for the consent of any other person or entity. The Operating Agreement does not contain any provision that would prohibit, restrict, or otherwise impair the creation, perfection, or enforcement of the security interest granted hereby, except as may be overridden by the terms of this Agreement and applicable provisions of the UCC.
ARTICLE IV — COVENANTS OF PLEDGOR
Pledgor covenants and agrees with the Administrative Agent and each of the Lenders as follows:
Section 4.1 — Maintenance of Pledged Interests
Pledgor shall maintain its 100% ownership interest in the Borrower at all times during the term of this Agreement. Pledgor shall not sell, transfer, assign, exchange, convey, hypothecate, or otherwise dispose of any of the Pledged Interests (or any interest therein, whether legal, beneficial, or otherwise) without the prior written consent of the Administrative Agent (acting on behalf of the Required Lenders), except as expressly permitted by the Credit Agreement. Pledgor shall defend the Collateral against the claims and demands of all persons at any time claiming any interest therein adverse to the Administrative Agent or the Lenders.
Section 4.2 — Restriction on Liens
Pledgor shall not create, incur, assume, or permit to exist any lien, security interest, encumbrance, charge, pledge, hypothecation, assignment, preference, priority, or other adverse interest of any nature on or with respect to the Pledged Interests or any other Collateral, other than (a) the first-priority security interest created under this Agreement in favor of the Administrative Agent for the ratable benefit of the Lenders, and (b) permitted liens expressly identified in the Credit Agreement. Pledgor shall take all actions necessary or desirable to cause the security interest of the Administrative Agent in the Collateral to be and remain a first-priority perfected security interest at all times.
Section 4.3 — Further Assurances and Perfection
(a) Pledgor shall, at its own cost and expense, execute and deliver such additional documents, instruments, agreements, and certificates (including UCC financing statements, UCC financing statement amendments, and UCC continuation statements) and take such further actions as the Administrative Agent may from time to time reasonably request in order to create, perfect, maintain, continue, and protect the perfection and priority of the security interest in the Collateral created by this Agreement.
(b) Without limiting the generality of the foregoing, Pledgor shall cooperate fully with the Administrative Agent in the preparation and filing of UCC-1 financing statements in the State of Delaware (as Pledgor's jurisdiction of organization, pursuant to Section 9-301 of the UCC) and, to the extent required or deemed advisable by the Administrative Agent, in the Commonwealth of Virginia, and shall execute and deliver any UCC financing statement amendments or continuation statements as may be necessary to maintain the effectiveness of such filings.
(c) Pledgor hereby authorizes the Administrative Agent to file any UCC financing statements (and amendments and continuation statements with respect thereto) covering the Collateral without the signature of Pledgor to the extent permitted by applicable law.
Section 4.4 — Change of Name, Jurisdiction, or Structure
Pledgor shall not (a) change its legal name, (b) change its jurisdiction of organization, (c) change its organizational structure (including by merger, consolidation, conversion, or reorganization), (d) change its organizational identification number, or (e) change the location of its principal place of business or chief executive office, in each case without providing at least thirty (30) days' prior written notice to the Administrative Agent and, to the extent required by the Administrative Agent, executing and delivering any additional UCC financing statements, amendments, or other documents necessary to maintain the perfection and priority of the security interest in the Collateral.
Section 4.5 — Change of Control
(a) Pledgor shall comply in all respects with the change of control provisions set forth in the Credit Agreement. The Credit Agreement includes a mandatory prepayment trigger upon any "Change of Control" of the Borrower or the Pledgor (as guarantor), defined as any direct or indirect transfer, sale, assignment, or other disposition of equity interests (whether by operation of law or otherwise) resulting in Ridgeline Capital Partners Fund IV, LP (directly or indirectly, through one or more intermediate entities) ceasing to hold at least 51% of the issued and outstanding equity interests (on a fully diluted basis) in the Borrower or the Pledgor.
(b) Pledgor shall not permit any Change of Control (as defined in the Credit Agreement) to occur without the prior written consent of the Administrative Agent and the Required Lenders, or, in the alternative, the prepayment in full of all Obligations in accordance with the terms of the Credit Agreement, including any applicable prepayment premiums, breakage costs, and exit fees.
(c) For informational purposes, the Pledgor acknowledges and confirms that the EPC Agreement dated as of October 15, 2025, between the Borrower and Titan-McAllister Construction Group, LLC contains a related change of control provision granting Titan-McAllister Construction Group, LLC a consent right (not to be unreasonably withheld, conditioned, or delayed) with respect to any change of control of the project owner entity (i.e., the Borrower). The Pledgor shall ensure that compliance with the change of control provisions of the Credit Agreement and this Agreement takes into account the parallel consent requirements under the EPC Agreement.
Section 4.6 — Operating Agreement Amendments
Pledgor shall not amend, modify, supplement, restate, terminate, or waive any provision of the Operating Agreement without the prior written consent of the Administrative Agent (acting on behalf of the Required Lenders), to the extent such amendment, modification, supplement, restatement, termination, or waiver would:
(a) materially adversely affect the rights, interests, or remedies of the Administrative Agent or any Lender under this Agreement, the Credit Agreement, or any other Loan Document;
(b) alter, modify, or eliminate the single-purpose entity provisions, separateness covenants, independent manager requirements, or restrictions on indebtedness, guarantees, or other obligations contained in the Operating Agreement;
(c) change the capital structure, equity interests, distribution waterfall, management structure, or governance framework of the Borrower; or
(d) create, permit, or result in any additional membership interests, profits interests, or other equity interests in the Borrower being issued to any person or entity other than the Pledgor.
Section 4.7 — Distributions
(a) During the continuance of an Event of Default, Pledgor shall not accept, receive, or retain any distributions, dividends, payments, returns of capital, or other amounts from the Borrower without the prior written consent of the Administrative Agent. Any such distributions received by Pledgor during the continuance of an Event of Default shall be held in trust for the benefit of the Administrative Agent and the Lenders, shall not be commingled with any other funds or property of Pledgor, and shall be immediately delivered to the Administrative Agent for application to the Obligations in accordance with Section 5.3 of this Agreement.
(b) Prior to the occurrence of an Event of Default, distributions may be made from the Borrower to Pledgor to the extent permitted by the Credit Agreement, including without limitation compliance with the Loan-to-Cost Ratio covenant of not more than 65% and, following the achievement of project stabilization, the Debt Service Coverage Ratio requirement of not less than 1.25 to 1.00, and satisfaction of all other conditions to distributions set forth in the Credit Agreement.
Section 4.8 — Information and Inspection Rights
(a) Pledgor shall furnish to the Administrative Agent true, correct, and complete copies of any amendment, supplement, restatement, or waiver of the Operating Agreement promptly upon execution thereof (and in any event within five (5) business days following such execution).
(b) Pledgor shall provide the Administrative Agent with such financial statements, reports, membership interest schedules, and other information regarding the Borrower, the Pledged Interests, and the Collateral as the Administrative Agent may from time to time reasonably request.
(c) Pledgor shall permit the Administrative Agent and its representatives to inspect the books and records of Pledgor relating to the Borrower and the Pledged Interests at any reasonable time and from time to time upon reasonable prior notice to Pledgor (which notice requirement shall not apply during the continuance of an Event of Default).
Section 4.9 — Insurance
Pledgor shall maintain, or shall cause the Borrower to maintain, all insurance required under the Credit Agreement, the EPC Agreement, and any other Loan Document, including without limitation:
(a) builder's risk insurance in an amount of not less than $412,000,000, as currently placed through Great Basin Surety & Insurance Corp. (or such other insurer as may be approved by the Administrative Agent), with the Administrative Agent named as an additional insured, loss payee, and mortgagee, as applicable; and
(b) directors' and officers' liability insurance in an amount of not less than $10,000,000, as currently placed through Clearwater Specialty Underwriters, Inc. (or such other insurer as may be approved by the Administrative Agent).
Pledgor shall comply with all other insurance requirements set forth in the Credit Agreement, including the requirement to provide certificates of insurance to the Administrative Agent on an annual basis and upon any renewal, modification, or replacement of any required insurance policy.
Section 4.10 — Voting Rights
(a) Until the occurrence of an Event of Default, Pledgor shall retain the right to exercise all voting, consent, approval, management, and other governance rights with respect to the Pledged Interests; provided, however, that Pledgor shall not exercise any such right in a manner that would (i) violate or be inconsistent with the terms of this Agreement, the Credit Agreement, or any other Loan Document, (ii) cause or permit any Event of Default to occur, (iii) impair or diminish the value of the Collateral or the rights and remedies of the Administrative Agent or any Lender hereunder, or (iv) cause the Borrower to take any action that would violate the single-purpose entity provisions or separateness covenants contained in the Operating Agreement or the Credit Agreement.
(b) Upon the occurrence and during the continuance of an Event of Default, the Administrative Agent shall have the right (but not the obligation) to exercise all voting, consent, approval, management, and other governance rights with respect to the Pledged Interests, and Pledgor's rights with respect thereto shall be immediately and automatically suspended without further notice or action. The Pledgor shall cooperate fully with the Administrative Agent in connection with the exercise of such rights, including by executing any instruments, documents, or consents that the Administrative Agent may reasonably request.
ARTICLE V — RIGHTS AND REMEDIES OF ADMINISTRATIVE AGENT
Section 5.1 — Remedies Upon Event of Default
Upon the occurrence and during the continuance of an Event of Default (as defined in the Credit Agreement), the Administrative Agent shall have, in addition to all other rights and remedies provided by law or equity, the following rights and remedies, which may be exercised without further notice to or consent of Pledgor (except as otherwise expressly required by this Agreement or by non-waivable provisions of applicable law):
(a) UCC Remedies. The Administrative Agent may exercise all rights and remedies of a secured party under Article 9 of the UCC as in effect in the Commonwealth of Virginia, the State of Delaware, or any other applicable jurisdiction, including without limitation the right to take possession of the Collateral, to require Pledgor to assemble the Collateral and make it available at a place designated by the Administrative Agent, and to sell, lease, license, or otherwise dispose of the Collateral in its then-present condition or following any commercially reasonable preparation.
(b) Foreclosure and Disposition. The Administrative Agent may foreclose upon, sell, assign, transfer, or otherwise dispose of all or any portion of the Pledged Interests at one or more public or private sales, with or without having the Pledged Interests present at the place of sale, and upon such terms and conditions as the Administrative Agent may deem commercially reasonable. At any public sale, the Administrative Agent or any Lender may bid for and purchase all or any portion of the Pledged Interests. Pledgor acknowledges that membership interests in a limited liability company are of a type not customarily sold on a recognized market and that a private sale of the Pledged Interests may result in prices and other terms less favorable to the seller than if such sale were a public sale.
(c) Transfer and Substitution. The Administrative Agent may transfer the Pledged Interests to the Administrative Agent or its nominee, designee, or assignee and may exercise all rights as the sole member of the Borrower, including without limitation all management rights, governance rights, voting rights, consent rights, and distribution rights, and may take any and all actions that the Pledgor would be entitled to take as the sole member of the Borrower under the Operating Agreement and applicable law.
(d) Collection of Distributions. The Administrative Agent may collect and receive all distributions, payments, returns of capital, and other amounts payable or distributable in respect of the Pledged Interests and apply the same to the Obligations in accordance with Section 5.3 of this Agreement.
(e) Other Remedies. The Administrative Agent may exercise any other rights or remedies available to it at law or in equity, under the Credit Agreement, under any other Loan Document (including the Deed of Trust, Assignment of Leases and Rents, and Security Agreement, the Completion Guaranty, the Carry Guaranty/Payment Guaranty, the Environmental Indemnity Agreement, and the Assignment of Contracts, Permits, and Approvals), or otherwise, all of which rights and remedies shall be cumulative and non-exclusive and may be exercised simultaneously or sequentially in any order.
Section 5.2 — Notice of Sale
To the extent that notice is required by applicable law, the Administrative Agent shall provide Pledgor with at least ten (10) business days' prior written notice of the time and place of any public sale of the Pledged Interests and of the time after which any private sale or other intended disposition thereof is to be made. Pledgor hereby agrees and acknowledges that ten (10) business days' prior written notice of any such sale or disposition constitutes commercially reasonable notice. The Administrative Agent shall have no obligation to delay any sale or other disposition of the Collateral for the purpose of obtaining a higher price or more favorable terms.
Section 5.3 — Application of Proceeds
The cash proceeds actually received from any sale, disposition, or other realization upon the Collateral, and any other cash amounts received by the Administrative Agent in respect of the Collateral, shall be applied by the Administrative Agent in the following order of priority:
First, to the payment of all costs, fees, and expenses of the Administrative Agent incurred in connection with the enforcement of this Agreement and the exercise of remedies hereunder, including without limitation all reasonable and documented attorneys' fees and disbursements (including the fees and expenses of Redmond & Calloway LLP, as lender's counsel), court costs, collection costs, appraisal fees, and other out-of-pocket expenses;
Second, to the payment of the Obligations in such order and manner as the Administrative Agent, in its sole discretion, shall determine (including without limitation principal, interest, fees, late charges, default interest, and other amounts owing under the Credit Agreement and the other Loan Documents);
Third, the balance, if any, remaining after payment in full of all Obligations and all costs and expenses described above, to the Pledgor or to such other person or entity as may be entitled thereto under applicable law, or as a court of competent jurisdiction may direct.
Section 5.4 — Waiver of Defenses
Pledgor hereby waives, to the fullest extent permitted by applicable law, all defenses available to a guarantor, surety, or accommodation party, including without limitation (a) any right to require the Administrative Agent to proceed against any other person, to proceed against or exhaust any other collateral, or to pursue any other remedy; (b) any defense arising by reason of the incapacity, lack of authority, or any disability or other defense of the Borrower, the Pledgor, or any other person; (c) any defense based upon the Administrative Agent's or any Lender's election of any remedy; (d) any right of marshalling, appraisement, valuation, or stay; (e) any notice of the creation, renewal, extension, or accrual of any of the Obligations; and (f) any diligence in collection or protection of or realization upon the Obligations or any part thereof, or any collateral therefor, except as expressly required herein or by non-waivable provisions of applicable law.
Section 5.5 — Administrative Agent's Duties
The Administrative Agent shall have no obligation to exercise any right, power, or remedy hereunder or to preserve, protect, or maintain the Collateral or any value therein. The Administrative Agent shall not be liable for any loss or damage to the Collateral arising from the Administrative Agent's failure to exercise any right, power, or remedy hereunder, except to the extent such loss or damage results from the Administrative Agent's gross negligence or willful misconduct. The Administrative Agent's sole duty of care with respect to the Collateral shall be to act in a commercially reasonable manner in connection with the exercise of remedies following an Event of Default. The powers conferred on the Administrative Agent hereunder are solely to protect the interests of the Administrative Agent and the Lenders in the Collateral and shall not impose any duty upon the Administrative Agent to exercise any such powers.
Section 5.6 — Power of Attorney
Pledgor hereby irrevocably constitutes and appoints the Administrative Agent as Pledgor's true and lawful attorney-in-fact, with full power of substitution and delegation, effective upon the occurrence and during the continuance of an Event of Default, and coupled with an interest, to execute, deliver, acknowledge, file, and record, in the name and on behalf of Pledgor, any and all documents, instruments, certificates, agreements, UCC financing statements, assignments, transfers, membership interest powers, and other writings, and to take any and all actions, that the Administrative Agent may reasonably deem necessary or advisable to:
(a) transfer, assign, or convey the Pledged Interests to such person or entity as the Administrative Agent may designate;
(b) exercise all voting, consent, approval, management, and governance rights with respect to the Pledged Interests;
(c) collect and receive all distributions, payments, and other amounts payable in respect of the Pledged Interests;
(d) perfect, protect, and enforce the security interest in the Collateral; and
(e) take any and all other actions that the Administrative Agent may reasonably deem necessary or advisable to realize upon the Collateral,
all for the account and at the sole cost and expense of Pledgor. This power of attorney is irrevocable and coupled with an interest and shall not be affected by the subsequent disability, incapacity, dissolution, or liquidation of Pledgor.
ARTICLE VI — ADDITIONAL PROVISIONS REGARDING THE COLLATERAL
Section 6.1 — UCC Financing Statements
(a) Pledgor hereby authorizes the Administrative Agent to prepare, execute (to the extent permitted without Pledgor's signature under applicable law), and file UCC-1 financing statements, UCC-1 financing statement amendments, and UCC-3 continuation statements in any applicable jurisdiction describing the Collateral, naming Pledgor as debtor and the Administrative Agent as secured party. Without limiting the foregoing, Pledgor specifically authorizes the filing of one or more UCC-1 financing statements with the Secretary of State of the State of Delaware (as Pledgor's jurisdiction of organization, pursuant to Section 9-301 of the UCC), with a collateral description substantially in the form set forth in Exhibit A attached hereto.
(b) Pledgor agrees that a carbon, photographic, facsimile, or other reproduction of this Agreement or of any UCC financing statement covering the Collateral shall be sufficient as a financing statement and may be filed in any appropriate jurisdiction.
(c) Pledgor shall pay all fees and expenses associated with the filing, recording, and maintenance of UCC financing statements, amendments, and continuation statements.
Section 6.2 — Pledgor's Liability
Nothing in this Agreement shall be construed to relieve Pledgor from, or in any way limit, modify, or impair, Pledgor's obligations under the Completion Guaranty or the Carry Guaranty/Payment Guaranty delivered in connection with the Credit Agreement, the Environmental Indemnity Agreement, or any other Loan Document to which Pledgor is a party. The Administrative Agent's and the Lenders' rights and remedies under this Agreement are in addition to, and not in limitation of, all rights and remedies of the Administrative Agent and the Lenders under such other Loan Documents. The exercise of any right or remedy under this Agreement shall not preclude the simultaneous or subsequent exercise of any right or remedy under the Completion Guaranty, the Carry Guaranty/Payment Guaranty, or any other Loan Document.
Section 6.3 — Collateral Relationship to Other Loan Documents
This Pledge Agreement is in addition to, and not in substitution for, the other collateral security provided under the Loan Documents, including without limitation:
(a) the first-priority Deed of Trust, Assignment of Leases and Rents, and Security Agreement encumbering the Stonebridge Parcel (approximately 62.0 acres, Loudoun County Tax Map Reference /95-4A-1///) and the Meridian Parcel (approximately 19.4 acres, Loudoun County Tax Map Reference /95-4A-2///) in Loudoun County, Virginia;
(b) the Assignment of Contracts, Permits, and Approvals, including the collateral assignment of (i) the EPC Agreement with Titan-McAllister Construction Group, LLC and (ii) the Large Load Service Agreement with Vantage Power Cooperative, and all other material project contracts;
(c) the Environmental Indemnity Agreement executed by the Borrower and the Pledgor; and
(d) all other collateral security documents and instruments delivered in connection with the Credit Agreement.
The Administrative Agent and the Lenders shall have the right to exercise their rights and remedies under this Agreement and under any other Loan Document in any order and in any combination, and the exercise of remedies under one Loan Document shall not constitute an election of remedies or a waiver of rights under any other Loan Document.
Section 6.4 — No Assumption of Obligations
Neither the Administrative Agent nor any Lender shall have any obligation, duty, or liability, by reason of their security interest in the Pledged Interests or by reason of any exercise of rights or remedies hereunder, to perform or fulfill any of Pledgor's obligations under the Operating Agreement or to make any payment, capital contribution, capital call, advance, or other payment to the Borrower. Neither the Administrative Agent nor any Lender shall be liable for any act or omission of Pledgor as a member or manager of the Borrower, and the exercise by the Administrative Agent of any rights or remedies hereunder shall not make the Administrative Agent or any Lender a member, partner, or joint venturer with Pledgor or the Borrower for any purpose.
ARTICLE VII — TERMINATION AND RELEASE
Section 7.1 — Termination
This Agreement and the security interest granted herein shall terminate and be of no further force or effect upon the first date on which all of the following conditions have been satisfied:
(a) the indefeasible payment in full, in cash, of all Obligations under the Credit Agreement and all other Loan Documents (including all principal, interest, fees, costs, expenses, indemnification obligations, and all other amounts owing thereunder);
(b) the termination or expiration of all commitments of the Lenders under the Credit Agreement; and
(c) the delivery by the Administrative Agent of a written confirmation of release and termination to Pledgor, which confirmation the Administrative Agent shall deliver promptly (and in any event within fifteen (15) business days) following the satisfaction of the conditions set forth in clauses (a) and (b) above.
Section 7.2 — Release of Collateral
Upon the termination of this Agreement in accordance with Section 7.1, the Administrative Agent shall, at Pledgor's sole cost and expense, promptly execute and deliver to Pledgor:
(a) UCC-3 termination statements with respect to all UCC financing statements filed by or on behalf of the Administrative Agent naming Pledgor as debtor and covering the Collateral;
(b) such other instruments, releases, satisfactions, and terminations as may be reasonably necessary or desirable to evidence the release and termination of the security interest in the Pledged Interests and the Collateral; and
(c) any certificates, instruments, or other documents representing or evidencing the Pledged Interests then held by the Administrative Agent, free and clear of the security interest granted hereby.
Section 7.3 — Survival
The indemnification obligations of Pledgor set forth in Article VIII of this Agreement, and any other obligations expressly stated herein to survive termination, shall survive the termination of this Agreement and the release of the Collateral.
ARTICLE VIII — INDEMNIFICATION
Section 8.1 — Indemnification by Pledgor
Pledgor shall indemnify, defend, and hold harmless the Administrative Agent, each Lender, and their respective officers, directors, employees, agents, advisors, representatives, successors, assigns, and affiliates (each, an "Indemnified Party") from and against any and all losses, claims, damages, liabilities, judgments, penalties, fines, costs, and expenses (including without limitation reasonable and documented attorneys' fees and disbursements, court costs, expert witness fees, and all other costs of investigation, preparation, and litigation) (collectively, "Losses") arising out of, resulting from, or in connection with:
(a) any breach or inaccuracy of any representation or warranty made by Pledgor in this Agreement;