1043-00002 · Ironhaven Data Centers LLC · Financing

promissory-note-draft.docx DOCUMENT Real Estate

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CONFIDENTIAL — DRAFT — SUBJECT TO REVIEW AND COMMENT

Calderwood & Harkness LLP Matter No. 1043-00002 Summit Loan Commitment Reference No. CL-2025-VA-04418

PROMISSORY NOTE

$390,000,000.00

October _, 2025

FOR VALUE RECEIVED, STONEBRIDGE CAMPUS HOLDINGS LLC, a Virginia limited liability company (the "Borrower"), with its principal office at 44680 Prentice Drive, Suite 200, Ashburn, Virginia 20147 (c/o Ironhaven Data Centers LLC), hereby unconditionally promises to pay to the order of SUMMIT NATIONAL BANK, N.A., a nationally chartered bank organized and existing under the laws of the United States, in its capacity as administrative agent (in such capacity, together with its successors and assigns in such capacity, the "Administrative Agent"), for the ratable benefit of the Lenders (as defined in the Credit Agreement referenced below), at the Administrative Agent's office located at 1275 Avenue of Commerce, 12th Floor, McLean, Virginia 22102, or at such other place as the Administrative Agent may from time to time designate in writing, in lawful money of the United States of America in immediately available funds, the principal sum of THREE HUNDRED NINETY MILLION AND 00/100 DOLLARS ($390,000,000.00), or, if less, the aggregate unpaid principal amount of all Loans made by the Lenders to the Borrower outstanding from time to time, together with interest thereon and all other amounts due hereunder, all as hereinafter provided.

This Promissory Note (this "Note") is issued pursuant to, and is entitled to the benefits and subject to the terms and conditions of, that certain Construction Loan Agreement dated as of October _, 2025 (as the same may be amended, restated, amended and restated, supplemented, or otherwise modified from time to time, the "Credit Agreement"), among the Borrower, the Administrative Agent, and the Lenders party thereto from time to time, including Summit National Bank, N.A. (in its capacity as a Lender, with an aggregate commitment of One Hundred Eighty Million and 00/100 Dollars ($180,000,000.00)), Cascade Commercial Lending Corp., a Delaware corporation (with an aggregate commitment of One Hundred Thirty Million and 00/100 Dollars ($130,000,000.00)), and Harborview Trust Company, a Connecticut trust company (with an aggregate commitment of Eighty Million and 00/100 Dollars ($80,000,000.00)). All capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Credit Agreement, and the rules of construction set forth in the Credit Agreement shall apply to this Note mutatis mutandis.

Section 1. Principal.

1.1 The Borrower hereby unconditionally promises to pay to the order of the Administrative Agent, for the ratable benefit of the Lenders, the aggregate unpaid principal amount of all Loans outstanding under this Note. The principal amount of each Loan, the date of each advance, and the amount of each repayment of principal shall be recorded by the Administrative Agent in its records and, prior to any transfer or assignment of this Note, endorsed on the grid attached hereto as Schedule A (the "Advances and Payments Record"), and the aggregate unpaid principal amount so recorded shall be prima facie evidence of the principal amount owing and unpaid on this Note; provided, however, that the failure of the Administrative Agent to make any such recordation or endorsement, or any error therein, shall not affect the obligation of the Borrower to make payments of principal, interest, and other amounts in accordance with this Note and the Credit Agreement.

1.2 Principal shall be payable in accordance with the terms and conditions set forth in the Credit Agreement, including, without limitation, the mandatory repayment provisions and any amortization schedule set forth therein.

1.3 The aggregate principal amount of all Loans outstanding under this Note shall at no time exceed Three Hundred Ninety Million and 00/100 Dollars ($390,000,000.00). The Lenders' respective commitments and their pro rata shares of the aggregate commitment are as follows:

1.4 Advances of the Loans shall be made during the period (the "Draw Period") commencing on the date of the first advance under the Credit Agreement and ending on the date that is thirty-six (36) months following the date of such first advance, subject to the satisfaction of the applicable conditions precedent to each advance as set forth in the Credit Agreement. No advance shall be requested by the Borrower or made by the Lenders following the expiration of the Draw Period.

1.5 Notwithstanding any other provision of this Note or the Credit Agreement, no advance of any Loan proceeds shall be made until the Borrower has satisfied the minimum equity contribution requirement of Fifty-Two Million Five Hundred Thousand and 00/100 Dollars ($52,500,000.00), representing twenty-five percent (25%) of the total equity commitment of Two Hundred Ten Million and 00/100 Dollars ($210,000,000.00), as set forth in the Credit Agreement. Evidence of such equity contribution shall be delivered to the Administrative Agent in form and substance satisfactory to the Administrative Agent and the Required Lenders, and shall constitute a condition precedent to the initial advance hereunder.

Section 2. Interest.

2.1 Interest Rate. All outstanding principal amounts under this Note shall bear interest at a per annum rate equal to the sum of (a) Term SOFR (as defined in the Credit Agreement) plus (b) two hundred eighty-five basis points (2.85%) per annum (the "Applicable Rate"). For purposes of this Note, "Term SOFR" shall mean the forward-looking term rate based on the Secured Overnight Financing Rate as administered by the CME Group Benchmark Administration Limited (or a successor administrator acceptable to the Administrative Agent) for the applicable Interest Period, as determined by the Administrative Agent in accordance with the Credit Agreement. In no event shall Term SOFR, as used for purposes of calculating the Applicable Rate hereunder, be deemed to be less than fifty basis points (0.50%) per annum (the "SOFR Floor"), regardless of the actual Term SOFR rate in effect from time to time. If Term SOFR as determined by the Administrative Agent on any determination date is less than the SOFR Floor, then for purposes of calculating the Applicable Rate, Term SOFR shall be deemed to equal the SOFR Floor. Interest on the outstanding principal balance of this Note shall be computed on the basis of a three hundred sixty (360)-day year and the actual number of days elapsed during each Interest Period (including the first day of such Interest Period but excluding the last day thereof).

2.2 Default Interest. Upon the occurrence and during the continuance of any Event of Default (as defined in the Credit Agreement), and without limiting any other rights or remedies of the Administrative Agent or any Lender, the outstanding principal balance of all Loans evidenced by this Note shall bear interest at a rate per annum equal to the Applicable Rate plus two hundred basis points (2.00%) (the "Default Rate"). In addition, to the extent permitted by applicable law, all overdue interest, fees, and other amounts payable hereunder or under the Credit Agreement shall bear interest at the Default Rate from the date such amounts become due until paid in full. Interest at the Default Rate shall accrue from the date of the occurrence of such Event of Default (or, in the case of a payment default, from the date such payment was due) and shall be payable on demand. The imposition of Default Rate interest shall not constitute a waiver of any Event of Default or preclude the Administrative Agent or any Lender from exercising any other right or remedy available under this Note, the Credit Agreement, the other Loan Documents, or applicable law.

2.3 Interest Payment Dates. Accrued and unpaid interest on the outstanding principal balance of this Note shall be due and payable monthly in arrears on the first (1st) Business Day of each calendar month during the term of this Note, commencing on the first such date occurring after the date of the initial advance of Loan proceeds hereunder, and continuing on the first Business Day of each succeeding calendar month thereafter until and including the Maturity Date (as defined in Section 3 below), on which date all remaining accrued and unpaid interest shall be due and payable in full. In addition, accrued and unpaid interest shall be payable (a) upon any prepayment of principal (whether voluntary or mandatory), on the amount of principal so prepaid, through and including the date of such prepayment, (b) upon any acceleration of the Loans in accordance with the terms of this Note and the Credit Agreement, and (c) on such other dates as may be specified in the Credit Agreement.

2.4 Unused Commitment Fee. In addition to the interest payable on the outstanding principal balance of the Loans, the Borrower shall pay to the Administrative Agent, for the ratable benefit of the Lenders in accordance with their respective pro rata shares, an unused commitment fee (the "Unused Commitment Fee") at the rate of fifty basis points (0.50%) per annum on the average daily amount by which the aggregate commitments of the Lenders exceed the aggregate outstanding principal amount of all Loans during each calendar quarter (or portion thereof). The Unused Commitment Fee shall be calculated on the basis of a three hundred sixty (360)-day year and the actual number of days elapsed, shall accrue from the date of the Credit Agreement, and shall be payable quarterly in arrears on the first Business Day following the end of each fiscal quarter and on the Maturity Date (or, if earlier, the date on which the commitments are terminated in full). The Unused Commitment Fee shall cease to accrue on any Lender's commitment upon the termination of such commitment in accordance with the Credit Agreement.

Section 3. Maturity.

Unless earlier accelerated in accordance with the terms of this Note and the Credit Agreement, the entire outstanding principal balance of all Loans evidenced by this Note, together with all accrued and unpaid interest thereon, all Unused Commitment Fees, and all other fees, costs, expenses, and amounts owing hereunder and under the Credit Agreement and the other Loan Documents, shall be due and payable in full on the date (the "Maturity Date") that is forty-eight (48) months from the date of closing under the Credit Agreement. The Borrower shall have no right to extend the Maturity Date except as expressly provided in this Section 3.

The Maturity Date may be extended for one (1) additional twelve (12)-month period (the "Extension Period"), upon written request of the Borrower delivered to the Administrative Agent not less than ninety (90) days and not more than one hundred eighty (180) days prior to the then-current Maturity Date, subject to the satisfaction (or waiver by the Administrative Agent acting at the direction of the Required Lenders) of each of the following conditions as of the date of such extension: (a) no Event of Default or Default (as defined in the Credit Agreement) shall have occurred and be continuing or would result from the granting of such extension; (b) the Borrower shall have satisfied all applicable financial covenants set forth in the Credit Agreement, including, without limitation, the Loan-to-Cost Ratio covenant and any other applicable financial tests; (c) the Borrower shall have paid all extension fees required under the Credit Agreement; (d) the representations and warranties of the Borrower set forth in the Credit Agreement and the other Loan Documents shall be true and correct in all material respects as of the date of such extension (except for representations and warranties that relate solely to an earlier date, which shall be true and correct in all material respects as of such earlier date); and (e) such other conditions as may be specified in the Credit Agreement shall have been satisfied. If all such conditions are satisfied and the extension is granted, the Maturity Date shall be extended to the date (the "Extended Maturity Date") that is sixty (60) months from the date of closing under the Credit Agreement, and all references herein to the "Maturity Date" shall thereafter be deemed to refer to the Extended Maturity Date.

Section 4. Payments.

4.1 Manner of Payment. All payments of principal, interest, Unused Commitment Fees, and all other amounts due and payable under this Note shall be made in lawful money of the United States of America, in immediately available funds, to the Administrative Agent at its office located at 1275 Avenue of Commerce, 12th Floor, McLean, Virginia 22102, or by wire transfer to such account as the Administrative Agent may from time to time designate in writing to the Borrower. Each payment shall be received by the Administrative Agent no later than 2:00 p.m. (Eastern Time) on the date such payment is due. Any payment received by the Administrative Agent after 2:00 p.m. (Eastern Time) on any Business Day shall be deemed to have been received on the next succeeding Business Day for purposes of interest accrual. All payments hereunder shall be made without setoff, counterclaim, defense, abatement, suspension, deferment, diminishment, or deduction of any kind, and free and clear of, and without deduction for, any and all present or future taxes, levies, imposts, duties, deductions, withholdings, assessments, fees, or other charges imposed by any governmental authority, except as otherwise expressly provided in the Credit Agreement.

4.2 Application of Payments. Except as otherwise provided in the Credit Agreement, payments received by the Administrative Agent shall be applied in the following order of priority: (a) first, to the payment of all fees, costs, expenses, and indemnification obligations due and payable to the Administrative Agent and the Lenders under this Note, the Credit Agreement, and the other Loan Documents; (b) second, to the payment of all accrued and unpaid interest on the Loans; and (c) third, to the repayment of the outstanding principal balance of the Loans. Following the occurrence and during the continuance of an Event of Default, payments shall be applied in such order and manner as the Administrative Agent (acting at the direction of the Required Lenders) shall determine in its sole discretion, subject to the terms of the Credit Agreement. The Administrative Agent shall distribute all amounts received from the Borrower (other than amounts payable solely to the Administrative Agent in its capacity as such) to the Lenders ratably in accordance with their respective pro rata shares as set forth in Section 1.3 above, promptly upon receipt thereof.

4.3 Business Day Convention. If any scheduled payment date for any amount due under this Note (including, without limitation, any payment of principal, interest, or fees) falls on a day that is not a Business Day (as defined in the Credit Agreement), such payment shall be due and payable on the next succeeding Business Day. In the event that any payment of principal or interest is extended to the next succeeding Business Day pursuant to this Section 4.3, additional interest shall accrue on the amount of such payment at the applicable rate set forth in Section 2 hereof during the period of such extension, and such additional interest shall be payable together with the payment so extended.

Section 5. Prepayment.

5.1 Voluntary Prepayment. The Borrower may prepay the outstanding principal balance of the Loans evidenced by this Note, in whole or in part, at any time and from time to time, without premium or penalty (except as provided herein), upon not less than five (5) Business Days' prior irrevocable written notice to the Administrative Agent, specifying the date and amount of such prepayment. Each partial voluntary prepayment shall be in a minimum principal amount of Five Million and 00/100 Dollars ($5,000,000.00) and in integral multiples of One Million and 00/100 Dollars ($1,000,000.00) in excess thereof, or, if less, the entire outstanding principal balance. Any voluntary prepayment shall be accompanied by the payment of (a) all accrued and unpaid interest on the principal amount being prepaid through and including the date of such prepayment, and (b) any breakage costs, funding losses, or other costs and expenses incurred by any Lender as a result of such prepayment being made on a date other than the last day of an applicable Interest Period, all as more particularly described in the Credit Agreement. Amounts prepaid under this Section 5.1 may not be re-borrowed. Voluntary prepayments shall be applied to the Lenders ratably in accordance with their respective pro rata shares.

5.2 Mandatory Prepayment. The Borrower shall be required to make mandatory prepayments of the outstanding principal balance of the Loans in the amounts and under the circumstances specified in the Credit Agreement, including, without limitation, the following:

(a) Change of Control. Upon the occurrence of a "change of control" of the Borrower or the Guarantor, as defined in the Credit Agreement (including, without limitation, any direct or indirect transfer, sale, assignment, pledge, or other disposition of equity interests in the Borrower or the Guarantor resulting in Ridgeline Capital Partners Fund IV, LP (directly or indirectly) ceasing to hold at least fifty-one percent (51%) of the economic and voting equity interests in the Borrower or the Guarantor), the Borrower shall, within ten (10) Business Days following such change of control, prepay in full all outstanding principal, together with all accrued and unpaid interest, fees, and other amounts due hereunder and under the Credit Agreement and the other Loan Documents;

(b) Casualty and Condemnation Proceeds. Upon receipt by the Borrower or any of its affiliates of any insurance proceeds, condemnation awards, or other payments on account of any casualty, damage, destruction, or condemnation (or transfer in lieu thereof) affecting all or any portion of the Collateral, to the extent such proceeds exceed the applicable thresholds and are not applied to restoration of the Collateral in accordance with the terms and conditions of the Credit Agreement, the Borrower shall prepay the outstanding principal balance of the Loans in an amount equal to one hundred percent (100%) of such excess net proceeds, together with all accrued and unpaid interest on the amount so prepaid; and

(c) Asset Dispositions. Upon any sale, transfer, conveyance, or other disposition of any Collateral (or any interest therein) outside the ordinary course of the Borrower's business, or any sale or disposition not otherwise expressly permitted under the Credit Agreement, the Borrower shall prepay the outstanding principal balance of the Loans in an amount equal to one hundred percent (100%) of the net proceeds of such sale or disposition, together with all accrued and unpaid interest on the amount so prepaid.

All mandatory prepayments under this Section 5.2 shall be applied to the Lenders ratably in accordance with their respective pro rata shares and shall be applied in the order specified in Section 4.2 above (or such other order as the Credit Agreement may require). The Borrower shall also pay, in connection with any mandatory prepayment, any applicable breakage costs or funding losses incurred by any Lender.

Section 6. Security.

This Note is secured by, among other things, the following Collateral and security interests, each as more particularly described in the Credit Agreement and the other Loan Documents:

(a) a first-priority Deed of Trust, Assignment of Leases and Rents, and Security Agreement (the "Deed of Trust") encumbering (i) that certain parcel of real property consisting of approximately sixty-two (62.0) acres, located in Loudoun County, Virginia, and identified on the Loudoun County Tax Map as Reference Number /95-4A-1/// (the "Stonebridge Parcel"), and (ii) that certain parcel of real property consisting of approximately nineteen and four-tenths (19.4) acres, located in Loudoun County, Virginia, and identified on the Loudoun County Tax Map as Reference Number /95-4A-2/// (the "Meridian Parcel"), together with all improvements now or hereafter located thereon, all fixtures, all appurtenances and easements benefiting or pertaining thereto, and all other property and interests described in the Deed of Trust;

(b) a Pledge Agreement (the "Pledge Agreement") executed by Ironhaven Data Centers LLC, a Delaware limited liability company ("IHDC" or the "Guarantor"), in favor of the Administrative Agent for the benefit of the Lenders, covering and pledging one hundred percent (100%) of the membership interests in the Borrower held by IHDC, together with all proceeds, distributions, and rights relating thereto;

(c) an Assignment of Contracts, Permits, and Approvals (the "Assignment of Contracts") executed by the Borrower in favor of the Administrative Agent for the benefit of the Lenders, covering, among other things, (i) the Engineering, Procurement, and Construction Agreement (the "EPC Agreement") entered into between the Borrower and Titan-McAllister Construction Group, LLC, a Texas limited liability company, (ii) the Large Load Service Agreement entered into between the Borrower and Vantage Power Cooperative, a Virginia electric cooperative, and (iii) all other material project contracts, permits, licenses, governmental approvals, and entitlements relating to the design, construction, development, and operation of the data center campus project (the "Project"); and

(d) all other Collateral described in the Credit Agreement and the other Loan Documents, including, without limitation, all accounts, chattel paper, commercial tort claims, deposit accounts, equipment, general intangibles, instruments, inventory, investment property, letter-of-credit rights, and supporting obligations of the Borrower, in each case to the extent described in the Credit Agreement and the applicable Loan Documents.

The obligations of the Borrower under this Note are further supported by (i) that certain Completion Guaranty dated as of even date herewith (the "Completion Guaranty"), executed by Ironhaven Data Centers LLC, as guarantor, in favor of the Administrative Agent for the benefit of the Lenders, guaranteeing the completion of construction of the Project in accordance with the terms of the Credit Agreement, and (ii) that certain Carry Guaranty and Payment Guaranty dated as of even date herewith (the "Payment Guaranty"), executed by Ironhaven Data Centers LLC, as guarantor, in favor of the Administrative Agent for the benefit of the Lenders, guaranteeing certain payment obligations of the Borrower under this Note and the Credit Agreement. Reference is hereby made to the Credit Agreement and the other Loan Documents for a full description of the Collateral and the terms and conditions of such security interests and guaranties.

Section 7. Events of Default and Remedies.

7.1 Upon the occurrence and during the continuance of any Event of Default under the Credit Agreement (including, without limitation, any payment default, breach of covenant or representation, cross-default, bankruptcy or insolvency event, material adverse change, or other event or circumstance constituting an Event of Default as defined in the Credit Agreement), the Administrative Agent may, and at the written direction of the Required Lenders shall, by written notice to the Borrower, declare the entire unpaid principal balance of this Note, together with all accrued and unpaid interest thereon, all Unused Commitment Fees, and all other fees, costs, expenses, and amounts due and owing hereunder and under the Credit Agreement and the other Loan Documents, to be immediately due and payable, without presentment, demand, protest, or further notice of any kind, all of which are hereby expressly waived by the Borrower to the fullest extent permitted by applicable law.

7.2 Notwithstanding the foregoing, upon the occurrence of any Event of Default described in the Credit Agreement arising from (a) the filing by the Borrower or the Guarantor of a voluntary petition in bankruptcy or any proceeding under any federal or state insolvency law, (b) the entry of an order for relief against the Borrower or the Guarantor in any involuntary bankruptcy proceeding that is not dismissed within the applicable cure period set forth in the Credit Agreement, (c) the appointment of a receiver, trustee, custodian, or liquidator of the Borrower or the Guarantor or of all or any material portion of their respective assets, or (d) any general assignment by the Borrower or the Guarantor for the benefit of creditors, the entire unpaid principal balance of this Note, together with all accrued and unpaid interest, fees, and other amounts, shall automatically become immediately due and payable, without notice, demand, presentment, protest, or any other action of any kind by the Administrative Agent or any Lender, all of which are hereby expressly waived.

7.3 The rights and remedies of the Administrative Agent and the Lenders under this Note are cumulative and not exclusive, and shall be in addition to all other rights and remedies available to the Administrative Agent and the Lenders under the Credit Agreement, the other Loan Documents, and applicable law, including, without limitation, the right to foreclose upon the Collateral, to exercise rights under the Pledge Agreement, and to enforce the Completion Guaranty and Payment Guaranty. No single or partial exercise of any right or remedy shall preclude any other or further exercise thereof or the exercise of any other right or remedy.

Section 8. Loan-to-Cost Ratio Covenant.

8.1 The Borrower acknowledges and agrees that, as more particularly set forth in the Credit Agreement, the outstanding principal amount of all Loans shall not at any time exceed sixty-five percent (65%) of the total project cost (the "Loan-to-Cost Ratio"). The total project cost is currently budgeted at Six Hundred Million and 00/100 Dollars ($600,000,000.00) (as such budget may be updated from time to time in accordance with the Credit Agreement), and accordingly, the maximum aggregate amount of the Loans is Three Hundred Ninety Million and 00/100 Dollars ($390,000,000.00). In the event that the total project cost increases or the Borrower fails to maintain the required Loan-to-Cost Ratio, the Borrower shall be required to make such additional equity contributions or prepayments of principal as may be necessary to restore compliance with the Loan-to-Cost Ratio covenant, all as more particularly described in the Credit Agreement.

8.2 The Borrower further acknowledges and agrees that, upon stabilization of the Project (as such term is defined in the Credit Agreement), the Borrower shall be required to achieve and maintain a Debt Service Coverage Ratio (as defined in the Credit Agreement) of not less than 1.25 to 1.00 (1.25x), calculated in the manner and at the times specified in the Credit Agreement. Failure to achieve or maintain the required Debt Service Coverage Ratio shall constitute an Event of Default under the Credit Agreement, and the Administrative Agent and the Lenders shall be entitled to exercise all rights and remedies available hereunder, under the Credit Agreement, and under the other Loan Documents, including, without limitation, the right to require additional equity contributions or the right to accelerate the Loans.

Section 9. Waivers.

The Borrower hereby waives, to the fullest extent permitted by applicable law:

(a) presentment for payment, demand, notice of nonpayment, notice of dishonor, protest, and notice of protest of this Note, and all other notices and demands in connection with the delivery, acceptance, performance, default, or enforcement of the payment of this Note;

(b) diligence in the collection or enforcement of this Note, the filing of any claim in any bankruptcy, insolvency, reorganization, or similar proceeding, and any right to require the Administrative Agent or any Lender to proceed against any other person or entity (including, without limitation, the Guarantor) or against any security or collateral before proceeding against the Borrower under this Note;

(c) any right to require the Administrative Agent or any Lender to pursue any particular remedy or to exercise any particular right before seeking to enforce this Note against the Borrower; and

(d) any defense based upon the election by the Administrative Agent or any Lender, in any proceeding instituted under the applicable provisions of the United States Bankruptcy Code (11 U.S.C. § 101 et seq.), of the application of Section 1111(b)(2) of the Bankruptcy Code.

No failure or delay by the Administrative Agent or any Lender in exercising any right, power, or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power, or remedy preclude any other or further exercise thereof or the exercise of any other right, power, or remedy. No waiver of any provision of this Note shall be effective unless set forth in a written instrument signed by the party to be bound thereby.

Section 10. Transfer and Assignment.

10.1 This Note may not be transferred, assigned, or negotiated by the Borrower without the prior written consent of the Administrative Agent and the Required Lenders, and any purported transfer or assignment by the Borrower without such consent shall be null and void and of no force or effect.

10.2 The Administrative Agent and each Lender may, in accordance with the terms and conditions of the Credit Agreement, assign, transfer, or participate all or a portion of its rights, interests, and obligations under this Note, the Credit Agreement, and the other Loan Documents. Upon any such assignment by a Lender that is consented to or permitted under the Credit Agreement, the assignee shall become a "Lender" for all purposes hereunder and under the Credit Agreement, and the assigning Lender shall be relieved of its obligations to the extent of such assignment. The Borrower agrees to execute such documents and instruments as may be reasonably requested by the Administrative Agent to evidence or effectuate any such assignment or participation.

Section 11. Governing Law.

11.1 This Note shall be governed by, and construed and enforced in accordance with, the laws of the Commonwealth of Virginia, without giving effect to any choice of law or conflict of law rules or provisions (whether of the Commonwealth of Virginia or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the Commonwealth of Virginia.

11.2 The Borrower hereby irrevocably submits to the exclusive jurisdiction of the courts of the Commonwealth of Virginia sitting in Loudoun County, Virginia, and the United States District Court for the Eastern District of Virginia (Alexandria Division), and any appellate courts thereof, in any action, suit, or proceeding arising out of or relating to this Note, the Credit Agreement, or any of the other Loan Documents or the transactions contemplated hereby or thereby, and agrees that all claims in respect of any such action, suit, or proceeding may be heard and determined in any such court. The Borrower hereby irrevocably waives, to the fullest extent permitted by applicable law, any objection that it may now or hereafter have to the laying of venue of any such action, suit, or proceeding in any such court, and any claim that any such action, suit, or proceeding brought in any such court has been brought in an inconvenient forum.

Section 12. Integration and Credit Agreement Reference.

12.1 This Note is one of the "Loan Documents" referred to in, and is entitled to the benefits of, the Credit Agreement and the other Loan Documents. The rights and obligations of the Borrower, the Administrative Agent, and the Lenders under this Note are subject to and qualified by reference to the terms and provisions of the Credit Agreement, including, without limitation, the conditions precedent to advances, the representations and warranties, the affirmative and negative covenants, and the events of default set forth therein.

12.2 In the event of any conflict or inconsistency between the terms of this Note and the terms of the Credit Agreement, the terms and provisions of the Credit Agreement shall govern and control in all respects.

12.3 This Note evidences indebtedness incurred under, and is subject to, the terms and provisions of the Credit Agreement, to which reference is hereby made for a full and complete statement of the terms and conditions under which the Loans evidenced hereby were made and are to be repaid, including the conditions under which the Maturity Date may be extended. The Credit Agreement, among other things, contains provisions for acceleration of the maturity of this Note upon the happening of certain stated events and also for prepayments of principal prior to the Maturity Date upon the terms and conditions therein specified.

Section 13. Amendment.

This Note may not be amended, modified, supplemented, restated, or waived except by a written instrument duly executed by the Borrower and the Administrative Agent (acting at the direction of the Required Lenders, or, where applicable, all Lenders), in accordance with the amendment and waiver provisions set forth in the Credit Agreement. Any purported amendment, modification, supplement, or waiver that does not comply with the foregoing shall be null and void and of no force or effect.

Section 14. Severability.

If any provision of this Note is held to be invalid, illegal, or unenforceable by any court of competent jurisdiction, the validity, legality, and enforceability of the remaining provisions of this Note shall not in any way be affected or impaired thereby, and the invalid, illegal, or unenforceable provision shall be modified to the minimum extent necessary to render it valid, legal, and enforceable while preserving the original intent of the parties to the greatest extent possible. If such modification is not possible, the invalid, illegal, or unenforceable provision shall be severed from this Note, and the remaining provisions shall continue in full force and effect.

Section 15. Notices.

All notices, requests, demands, consents, approvals, and other communications required or permitted to be given under this Note shall be given in accordance with the notice provisions of the Credit Agreement and shall be addressed as follows (or to such other address as a party may designate by written notice to the other parties in accordance with the Credit Agreement):

If to the Borrower:

Stonebridge Campus Holdings LLC c/o Ironhaven Data Centers LLC 44680 Prentice Drive, Suite 200 Ashburn, Virginia 20147

Attention: Priya Dasgupta, Chief Financial Officer

Telephone: (703) 555-4200

Email: p.dasgupta@ironhavendc.com

If to the Administrative Agent:

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

Attention: Karen Ellsworth, Managing Director, Real Estate Finance

Telephone: (703) 555-8100

Email: kellsworth@summitnational.com

With a copy to Lender's Counsel:

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

Attention: Victor Redmond

Telephone: (703) 555-7700

Email: vredmond@redmondcalloway.com

Section 16. Costs and Expenses.

The Borrower agrees to pay on demand all reasonable and documented costs and expenses incurred by the Administrative Agent and the Lenders (including, without limitation, reasonable attorneys' fees and disbursements, court costs, expert witness fees, and all other costs and expenses of litigation or arbitration) in connection with (a) the enforcement, preservation, or protection of any rights or remedies under this Note, the Credit Agreement, or any of the other Loan Documents, (b) the collection of any amounts due hereunder or thereunder, (c) any workout, restructuring, or renegotiation of the terms of this Note or the Credit Agreement, and (d) any bankruptcy, insolvency, receivership, or similar proceeding involving the Borrower or the Guarantor, whether or not any legal proceeding is commenced and regardless of whether such costs and expenses are incurred before or after the Maturity Date or the occurrence of an Event of Default. The obligations of the Borrower under this Section 16 shall survive the repayment of the Loans and the termination of this Note and the Credit Agreement.

Section 17. Usury Savings.

Notwithstanding any provision of this Note, the Credit Agreement, or any other Loan Document to the contrary, in no event shall the aggregate of all interest and other amounts charged or collected pursuant to this Note, the Credit Agreement, or any other Loan Document and deemed "interest" under applicable law exceed the maximum rate of interest permitted by applicable law (the "Maximum Lawful Rate"). If any interest or other amount charged or collected hereunder or under the Credit Agreement or any other Loan Document is determined by a court of competent jurisdiction to be in excess of the Maximum Lawful Rate, then:

(a) the amount of interest and other charges to be collected pursuant to this Note, the Credit Agreement, and the other Loan Documents shall be limited to the Maximum Lawful Rate;

(b) any excess amount theretofore collected shall be applied first to reduce the outstanding principal balance of the Loans and then, to the extent such excess exceeds the outstanding principal balance, shall be refunded to the Borrower; and

(c) the provisions of this Note and the Credit Agreement shall be deemed automatically reformed to comply with applicable usury laws while preserving the economic bargain of the parties to the fullest extent possible.

The Borrower acknowledges that, in entering into this Note and the Credit Agreement, the Administrative Agent and the Lenders have acted in good faith and have no intention of charging or collecting interest in excess of the Maximum Lawful Rate. It is the intent of the Borrower, the Administrative Agent, and the Lenders that the aggregate of all interest and other amounts constituting interest under applicable law and contracted for, charged, or collected pursuant to this Note, the Credit Agreement, and the other Loan Documents shall not exceed the Maximum Lawful Rate.

Section 18. Waiver of Jury Trial.

THE BORROWER, THE ADMINISTRATIVE AGENT, AND EACH LENDER HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION, PROCEEDING, CLAIM, OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT, OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS NOTE, THE CREDIT AGREEMENT, ANY OTHER LOAN DOCUMENT, OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY, OR THE ACTIONS OF THE ADMINISTRATIVE AGENT OR ANY LENDER IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE, OR ENFORCEMENT HEREOF OR THEREOF. THE BORROWER ACKNOWLEDGES AND AGREES THAT THIS WAIVER CONSTITUTES A MATERIAL INDUCEMENT FOR THE ADMINISTRATIVE AGENT AND THE LENDERS TO ENTER INTO THE CREDIT AGREEMENT AND TO MAKE THE LOANS EVIDENCED BY THIS NOTE. THE BORROWER CERTIFIES THAT NO REPRESENTATIVE, AGENT, OR ATTORNEY OF THE ADMINISTRATIVE AGENT OR ANY LENDER HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT THE ADMINISTRATIVE AGENT OR ANY LENDER WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THIS WAIVER. THIS WAIVER IS KNOWING, VOLUNTARY, AND INTENTIONAL.

[Remainder of this page intentionally left blank. Signature page follows.]

SIGNATURE PAGE TO PROMISSORY NOTE

IN WITNESS WHEREOF, the Borrower has caused this Promissory Note to be duly executed and delivered as of the date first written above.

BORROWER:

STONEBRIDGE CAMPUS HOLDINGS LLC, a Virginia limited liability company

By: Ironhaven Data Centers LLC,

a Delaware limited liability company, its sole member

By: ________

Name: Marcus Thorne

Title: Chief Executive Officer

By: ________

Name: Priya Dasgupta

Title: Chief Financial Officer

ADMINISTRATIVE AGENT ACKNOWLEDGMENT

Accepted and acknowledged as of the date first written above:

ADMINISTRATIVE AGENT:

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

By: ________

Name: Karen Ellsworth

Title: Managing Director, Real Estate Finance

Address:

1275 Avenue of Commerce, 12th Floor McLean, Virginia 22102

SCHEDULE A

ADVANCES AND PAYMENTS RECORD

This Schedule A is attached to, and made a part of, that certain Promissory Note dated as of October _, 2025, in the original principal amount of $390,000,000.00, made by Stonebridge Campus Holdings LLC in favor of Summit National Bank, N.A., as Administrative Agent, for the ratable benefit of the Lenders.

The Administrative Agent is hereby authorized to record on this Schedule A, or in its internal records, each advance of Loan proceeds, each payment of principal, the interest rate applicable to each outstanding Loan, and the outstanding principal balance of all Loans from time to time. The entries made by the Administrative Agent on this Schedule A or in its internal records shall be prima facie evidence of the existence and amounts of the obligations of the Borrower recorded therein; provided, however, that the failure of the Administrative Agent to make any such entry, or any error in any such entry, shall not limit or otherwise affect the obligations of the Borrower under this Note or the Credit Agreement.

Note: No initial advance shall be made until all conditions precedent set forth in the Credit Agreement have been satisfied, including, without limitation, the Borrower's delivery of evidence of the minimum equity contribution of Fifty-Two Million Five Hundred Thousand and 00/100 Dollars ($52,500,000.00), representing twenty-five percent (25%) of the total equity commitment of Two Hundred Ten Million and 00/100 Dollars ($210,000,000.00).

The records maintained by the Administrative Agent (whether set forth on this Schedule A or in its internal records) shall be conclusive and binding on the Borrower, absent manifest error.

EXHIBIT CROSS-REFERENCES

The following documents are referred to in, or are related to, this Promissory Note. Capitalized terms used in this exhibit list but not otherwise defined herein shall have the meanings ascribed to them in the Credit Agreement.

1. Credit Agreement — Construction Loan Agreement dated as of October _, 2025, among Stonebridge Campus Holdings LLC, as Borrower, Summit National Bank, N.A., as Administrative Agent, and the Lenders party thereto (Summit National Bank, N.A.; Cascade Commercial Lending Corp.; Harborview Trust Company).

2. Deed of Trust — Deed of Trust, Assignment of Leases and Rents, and Security Agreement, to be recorded in the Land Records of Loudoun County, Virginia, encumbering the Stonebridge Parcel (62.0 acres; Loudoun County Tax Map Ref. /95-4A-1///) and the Meridian Parcel (19.4 acres; Loudoun County Tax Map Ref. /95-4A-2///).

3. Pledge Agreement — Pledge Agreement executed by Ironhaven Data Centers LLC, pledging 100% of the membership interests in Stonebridge Campus Holdings LLC held by Ironhaven Data Centers LLC to the Administrative Agent for the benefit of the Lenders.

4. Completion Guaranty — Completion Guaranty executed by Ironhaven Data Centers LLC, as guarantor, in favor of the Administrative Agent for the benefit of the Lenders, guaranteeing the timely completion of construction of the Project in accordance with the terms of the Credit Agreement.

5. Carry Guaranty / Payment Guaranty — Carry Guaranty and Payment Guaranty executed by Ironhaven Data Centers LLC, as guarantor, in favor of the Administrative Agent for the benefit of the Lenders, guaranteeing certain payment and carry obligations of the Borrower.

6. Environmental Indemnity Agreement — Environmental Indemnity Agreement executed by the Borrower and Ironhaven Data Centers LLC, as indemnitors, in favor of the Administrative Agent for the benefit of the Lenders, indemnifying the Administrative Agent and the Lenders against environmental liabilities arising from or relating to the Stonebridge Parcel and the Meridian Parcel.

7. Assignment of Contracts, Permits, and Approvals — Assignment of Contracts, Permits, and Approvals executed by the Borrower in favor of the Administrative Agent for the benefit of the Lenders, covering the EPC Agreement with Titan-McAllister Construction Group, LLC, the Large Load Service Agreement with Vantage Power Cooperative, and all other material project contracts, permits, licenses, governmental approvals, and entitlements relating to the Project.

End of Promissory Note — Calderwood & Harkness LLP Matter No. 1043-00002

Lender	Commitment Amount	Pro Rata Share
Summit National Bank, N.A.	$180,000,000.00	46.15%
Cascade Commercial Lending Corp.	$130,000,000.00	33.33%
Harborview Trust Company	$80,000,000.00	20.51%
Total	$390,000,000.00	100.00%
Date of Advance	Principal Amount Advanced	Interest Rate (Term SOFR + 285 bps; SOFR Floor 0.50%)	Amount of Principal Repaid	Outstanding Principal Balance	Notation Made By

CONFIDENTIAL — DRAFT — SUBJECT TO REVIEW AND COMMENT
Calderwood & Harkness LLP Matter No. 1043-00002 Summit Loan Commitment Reference No. CL-2025-VA-04418
PROMISSORY NOTE
$390,000,000.00
October _, 2025
FOR VALUE RECEIVED, STONEBRIDGE CAMPUS HOLDINGS LLC, a Virginia limited liability company (the "Borrower"), with its principal office at 44680 Prentice Drive, Suite 200, Ashburn, Virginia 20147 (c/o Ironhaven Data Centers LLC), hereby unconditionally promises to pay to the order of SUMMIT NATIONAL BANK, N.A., a nationally chartered bank organized and existing under the laws of the United States, in its capacity as administrative agent (in such capacity, together with its successors and assigns in such capacity, the "Administrative Agent"), for the ratable benefit of the Lenders (as defined in the Credit Agreement referenced below), at the Administrative Agent's office located at 1275 Avenue of Commerce, 12th Floor, McLean, Virginia 22102, or at such other place as the Administrative Agent may from time to time designate in writing, in lawful money of the United States of America in immediately available funds, the principal sum of THREE HUNDRED NINETY MILLION AND 00/100 DOLLARS ($390,000,000.00), or, if less, the aggregate unpaid principal amount of all Loans made by the Lenders to the Borrower outstanding from time to time, together with interest thereon and all other amounts due hereunder, all as hereinafter provided.
This Promissory Note (this "Note") is issued pursuant to, and is entitled to the benefits and subject to the terms and conditions of, that certain Construction Loan Agreement dated as of October _, 2025 (as the same may be amended, restated, amended and restated, supplemented, or otherwise modified from time to time, the "Credit Agreement"), among the Borrower, the Administrative Agent, and the Lenders party thereto from time to time, including Summit National Bank, N.A. (in its capacity as a Lender, with an aggregate commitment of One Hundred Eighty Million and 00/100 Dollars ($180,000,000.00)), Cascade Commercial Lending Corp., a Delaware corporation (with an aggregate commitment of One Hundred Thirty Million and 00/100 Dollars ($130,000,000.00)), and Harborview Trust Company, a Connecticut trust company (with an aggregate commitment of Eighty Million and 00/100 Dollars ($80,000,000.00)). All capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Credit Agreement, and the rules of construction set forth in the Credit Agreement shall apply to this Note mutatis mutandis.
Section 1. Principal.
1.1 The Borrower hereby unconditionally promises to pay to the order of the Administrative Agent, for the ratable benefit of the Lenders, the aggregate unpaid principal amount of all Loans outstanding under this Note. The principal amount of each Loan, the date of each advance, and the amount of each repayment of principal shall be recorded by the Administrative Agent in its records and, prior to any transfer or assignment of this Note, endorsed on the grid attached hereto as Schedule A (the "Advances and Payments Record"), and the aggregate unpaid principal amount so recorded shall be prima facie evidence of the principal amount owing and unpaid on this Note; provided, however, that the failure of the Administrative Agent to make any such recordation or endorsement, or any error therein, shall not affect the obligation of the Borrower to make payments of principal, interest, and other amounts in accordance with this Note and the Credit Agreement.
1.2 Principal shall be payable in accordance with the terms and conditions set forth in the Credit Agreement, including, without limitation, the mandatory repayment provisions and any amortization schedule set forth therein.
1.3 The aggregate principal amount of all Loans outstanding under this Note shall at no time exceed Three Hundred Ninety Million and 00/100 Dollars ($390,000,000.00). The Lenders' respective commitments and their pro rata shares of the aggregate commitment are as follows:
1.4 Advances of the Loans shall be made during the period (the "Draw Period") commencing on the date of the first advance under the Credit Agreement and ending on the date that is thirty-six (36) months following the date of such first advance, subject to the satisfaction of the applicable conditions precedent to each advance as set forth in the Credit Agreement. No advance shall be requested by the Borrower or made by the Lenders following the expiration of the Draw Period.
1.5 Notwithstanding any other provision of this Note or the Credit Agreement, no advance of any Loan proceeds shall be made until the Borrower has satisfied the minimum equity contribution requirement of Fifty-Two Million Five Hundred Thousand and 00/100 Dollars ($52,500,000.00), representing twenty-five percent (25%) of the total equity commitment of Two Hundred Ten Million and 00/100 Dollars ($210,000,000.00), as set forth in the Credit Agreement. Evidence of such equity contribution shall be delivered to the Administrative Agent in form and substance satisfactory to the Administrative Agent and the Required Lenders, and shall constitute a condition precedent to the initial advance hereunder.
Section 2. Interest.
2.1 Interest Rate. All outstanding principal amounts under this Note shall bear interest at a per annum rate equal to the sum of (a) Term SOFR (as defined in the Credit Agreement) plus (b) two hundred eighty-five basis points (2.85%) per annum (the "Applicable Rate"). For purposes of this Note, "Term SOFR" shall mean the forward-looking term rate based on the Secured Overnight Financing Rate as administered by the CME Group Benchmark Administration Limited (or a successor administrator acceptable to the Administrative Agent) for the applicable Interest Period, as determined by the Administrative Agent in accordance with the Credit Agreement. In no event shall Term SOFR, as used for purposes of calculating the Applicable Rate hereunder, be deemed to be less than fifty basis points (0.50%) per annum (the "SOFR Floor"), regardless of the actual Term SOFR rate in effect from time to time. If Term SOFR as determined by the Administrative Agent on any determination date is less than the SOFR Floor, then for purposes of calculating the Applicable Rate, Term SOFR shall be deemed to equal the SOFR Floor. Interest on the outstanding principal balance of this Note shall be computed on the basis of a three hundred sixty (360)-day year and the actual number of days elapsed during each Interest Period (including the first day of such Interest Period but excluding the last day thereof).
2.2 Default Interest. Upon the occurrence and during the continuance of any Event of Default (as defined in the Credit Agreement), and without limiting any other rights or remedies of the Administrative Agent or any Lender, the outstanding principal balance of all Loans evidenced by this Note shall bear interest at a rate per annum equal to the Applicable Rate plus two hundred basis points (2.00%) (the "Default Rate"). In addition, to the extent permitted by applicable law, all overdue interest, fees, and other amounts payable hereunder or under the Credit Agreement shall bear interest at the Default Rate from the date such amounts become due until paid in full. Interest at the Default Rate shall accrue from the date of the occurrence of such Event of Default (or, in the case of a payment default, from the date such payment was due) and shall be payable on demand. The imposition of Default Rate interest shall not constitute a waiver of any Event of Default or preclude the Administrative Agent or any Lender from exercising any other right or remedy available under this Note, the Credit Agreement, the other Loan Documents, or applicable law.
2.3 Interest Payment Dates. Accrued and unpaid interest on the outstanding principal balance of this Note shall be due and payable monthly in arrears on the first (1st) Business Day of each calendar month during the term of this Note, commencing on the first such date occurring after the date of the initial advance of Loan proceeds hereunder, and continuing on the first Business Day of each succeeding calendar month thereafter until and including the Maturity Date (as defined in Section 3 below), on which date all remaining accrued and unpaid interest shall be due and payable in full. In addition, accrued and unpaid interest shall be payable (a) upon any prepayment of principal (whether voluntary or mandatory), on the amount of principal so prepaid, through and including the date of such prepayment, (b) upon any acceleration of the Loans in accordance with the terms of this Note and the Credit Agreement, and (c) on such other dates as may be specified in the Credit Agreement.
2.4 Unused Commitment Fee. In addition to the interest payable on the outstanding principal balance of the Loans, the Borrower shall pay to the Administrative Agent, for the ratable benefit of the Lenders in accordance with their respective pro rata shares, an unused commitment fee (the "Unused Commitment Fee") at the rate of fifty basis points (0.50%) per annum on the average daily amount by which the aggregate commitments of the Lenders exceed the aggregate outstanding principal amount of all Loans during each calendar quarter (or portion thereof). The Unused Commitment Fee shall be calculated on the basis of a three hundred sixty (360)-day year and the actual number of days elapsed, shall accrue from the date of the Credit Agreement, and shall be payable quarterly in arrears on the first Business Day following the end of each fiscal quarter and on the Maturity Date (or, if earlier, the date on which the commitments are terminated in full). The Unused Commitment Fee shall cease to accrue on any Lender's commitment upon the termination of such commitment in accordance with the Credit Agreement.
Section 3. Maturity.
Unless earlier accelerated in accordance with the terms of this Note and the Credit Agreement, the entire outstanding principal balance of all Loans evidenced by this Note, together with all accrued and unpaid interest thereon, all Unused Commitment Fees, and all other fees, costs, expenses, and amounts owing hereunder and under the Credit Agreement and the other Loan Documents, shall be due and payable in full on the date (the "Maturity Date") that is forty-eight (48) months from the date of closing under the Credit Agreement. The Borrower shall have no right to extend the Maturity Date except as expressly provided in this Section 3.
The Maturity Date may be extended for one (1) additional twelve (12)-month period (the "Extension Period"), upon written request of the Borrower delivered to the Administrative Agent not less than ninety (90) days and not more than one hundred eighty (180) days prior to the then-current Maturity Date, subject to the satisfaction (or waiver by the Administrative Agent acting at the direction of the Required Lenders) of each of the following conditions as of the date of such extension: (a) no Event of Default or Default (as defined in the Credit Agreement) shall have occurred and be continuing or would result from the granting of such extension; (b) the Borrower shall have satisfied all applicable financial covenants set forth in the Credit Agreement, including, without limitation, the Loan-to-Cost Ratio covenant and any other applicable financial tests; (c) the Borrower shall have paid all extension fees required under the Credit Agreement; (d) the representations and warranties of the Borrower set forth in the Credit Agreement and the other Loan Documents shall be true and correct in all material respects as of the date of such extension (except for representations and warranties that relate solely to an earlier date, which shall be true and correct in all material respects as of such earlier date); and (e) such other conditions as may be specified in the Credit Agreement shall have been satisfied. If all such conditions are satisfied and the extension is granted, the Maturity Date shall be extended to the date (the "Extended Maturity Date") that is sixty (60) months from the date of closing under the Credit Agreement, and all references herein to the "Maturity Date" shall thereafter be deemed to refer to the Extended Maturity Date.
Section 4. Payments.
4.1 Manner of Payment. All payments of principal, interest, Unused Commitment Fees, and all other amounts due and payable under this Note shall be made in lawful money of the United States of America, in immediately available funds, to the Administrative Agent at its office located at 1275 Avenue of Commerce, 12th Floor, McLean, Virginia 22102, or by wire transfer to such account as the Administrative Agent may from time to time designate in writing to the Borrower. Each payment shall be received by the Administrative Agent no later than 2:00 p.m. (Eastern Time) on the date such payment is due. Any payment received by the Administrative Agent after 2:00 p.m. (Eastern Time) on any Business Day shall be deemed to have been received on the next succeeding Business Day for purposes of interest accrual. All payments hereunder shall be made without setoff, counterclaim, defense, abatement, suspension, deferment, diminishment, or deduction of any kind, and free and clear of, and without deduction for, any and all present or future taxes, levies, imposts, duties, deductions, withholdings, assessments, fees, or other charges imposed by any governmental authority, except as otherwise expressly provided in the Credit Agreement.
4.2 Application of Payments. Except as otherwise provided in the Credit Agreement, payments received by the Administrative Agent shall be applied in the following order of priority: (a) first, to the payment of all fees, costs, expenses, and indemnification obligations due and payable to the Administrative Agent and the Lenders under this Note, the Credit Agreement, and the other Loan Documents; (b) second, to the payment of all accrued and unpaid interest on the Loans; and (c) third, to the repayment of the outstanding principal balance of the Loans. Following the occurrence and during the continuance of an Event of Default, payments shall be applied in such order and manner as the Administrative Agent (acting at the direction of the Required Lenders) shall determine in its sole discretion, subject to the terms of the Credit Agreement. The Administrative Agent shall distribute all amounts received from the Borrower (other than amounts payable solely to the Administrative Agent in its capacity as such) to the Lenders ratably in accordance with their respective pro rata shares as set forth in Section 1.3 above, promptly upon receipt thereof.
4.3 Business Day Convention. If any scheduled payment date for any amount due under this Note (including, without limitation, any payment of principal, interest, or fees) falls on a day that is not a Business Day (as defined in the Credit Agreement), such payment shall be due and payable on the next succeeding Business Day. In the event that any payment of principal or interest is extended to the next succeeding Business Day pursuant to this Section 4.3, additional interest shall accrue on the amount of such payment at the applicable rate set forth in Section 2 hereof during the period of such extension, and such additional interest shall be payable together with the payment so extended.
Section 5. Prepayment.
5.1 Voluntary Prepayment. The Borrower may prepay the outstanding principal balance of the Loans evidenced by this Note, in whole or in part, at any time and from time to time, without premium or penalty (except as provided herein), upon not less than five (5) Business Days' prior irrevocable written notice to the Administrative Agent, specifying the date and amount of such prepayment. Each partial voluntary prepayment shall be in a minimum principal amount of Five Million and 00/100 Dollars ($5,000,000.00) and in integral multiples of One Million and 00/100 Dollars ($1,000,000.00) in excess thereof, or, if less, the entire outstanding principal balance. Any voluntary prepayment shall be accompanied by the payment of (a) all accrued and unpaid interest on the principal amount being prepaid through and including the date of such prepayment, and (b) any breakage costs, funding losses, or other costs and expenses incurred by any Lender as a result of such prepayment being made on a date other than the last day of an applicable Interest Period, all as more particularly described in the Credit Agreement. Amounts prepaid under this Section 5.1 may not be re-borrowed. Voluntary prepayments shall be applied to the Lenders ratably in accordance with their respective pro rata shares.
5.2 Mandatory Prepayment. The Borrower shall be required to make mandatory prepayments of the outstanding principal balance of the Loans in the amounts and under the circumstances specified in the Credit Agreement, including, without limitation, the following:
(a) Change of Control. Upon the occurrence of a "change of control" of the Borrower or the Guarantor, as defined in the Credit Agreement (including, without limitation, any direct or indirect transfer, sale, assignment, pledge, or other disposition of equity interests in the Borrower or the Guarantor resulting in Ridgeline Capital Partners Fund IV, LP (directly or indirectly) ceasing to hold at least fifty-one percent (51%) of the economic and voting equity interests in the Borrower or the Guarantor), the Borrower shall, within ten (10) Business Days following such change of control, prepay in full all outstanding principal, together with all accrued and unpaid interest, fees, and other amounts due hereunder and under the Credit Agreement and the other Loan Documents;
(b) Casualty and Condemnation Proceeds. Upon receipt by the Borrower or any of its affiliates of any insurance proceeds, condemnation awards, or other payments on account of any casualty, damage, destruction, or condemnation (or transfer in lieu thereof) affecting all or any portion of the Collateral, to the extent such proceeds exceed the applicable thresholds and are not applied to restoration of the Collateral in accordance with the terms and conditions of the Credit Agreement, the Borrower shall prepay the outstanding principal balance of the Loans in an amount equal to one hundred percent (100%) of such excess net proceeds, together with all accrued and unpaid interest on the amount so prepaid; and
(c) Asset Dispositions. Upon any sale, transfer, conveyance, or other disposition of any Collateral (or any interest therein) outside the ordinary course of the Borrower's business, or any sale or disposition not otherwise expressly permitted under the Credit Agreement, the Borrower shall prepay the outstanding principal balance of the Loans in an amount equal to one hundred percent (100%) of the net proceeds of such sale or disposition, together with all accrued and unpaid interest on the amount so prepaid.
All mandatory prepayments under this Section 5.2 shall be applied to the Lenders ratably in accordance with their respective pro rata shares and shall be applied in the order specified in Section 4.2 above (or such other order as the Credit Agreement may require). The Borrower shall also pay, in connection with any mandatory prepayment, any applicable breakage costs or funding losses incurred by any Lender.
Section 6. Security.
This Note is secured by, among other things, the following Collateral and security interests, each as more particularly described in the Credit Agreement and the other Loan Documents:
(a) a first-priority Deed of Trust, Assignment of Leases and Rents, and Security Agreement (the "Deed of Trust") encumbering (i) that certain parcel of real property consisting of approximately sixty-two (62.0) acres, located in Loudoun County, Virginia, and identified on the Loudoun County Tax Map as Reference Number /95-4A-1/// (the "Stonebridge Parcel"), and (ii) that certain parcel of real property consisting of approximately nineteen and four-tenths (19.4) acres, located in Loudoun County, Virginia, and identified on the Loudoun County Tax Map as Reference Number /95-4A-2/// (the "Meridian Parcel"), together with all improvements now or hereafter located thereon, all fixtures, all appurtenances and easements benefiting or pertaining thereto, and all other property and interests described in the Deed of Trust;
(b) a Pledge Agreement (the "Pledge Agreement") executed by Ironhaven Data Centers LLC, a Delaware limited liability company ("IHDC" or the "Guarantor"), in favor of the Administrative Agent for the benefit of the Lenders, covering and pledging one hundred percent (100%) of the membership interests in the Borrower held by IHDC, together with all proceeds, distributions, and rights relating thereto;
(c) an Assignment of Contracts, Permits, and Approvals (the "Assignment of Contracts") executed by the Borrower in favor of the Administrative Agent for the benefit of the Lenders, covering, among other things, (i) the Engineering, Procurement, and Construction Agreement (the "EPC Agreement") entered into between the Borrower and Titan-McAllister Construction Group, LLC, a Texas limited liability company, (ii) the Large Load Service Agreement entered into between the Borrower and Vantage Power Cooperative, a Virginia electric cooperative, and (iii) all other material project contracts, permits, licenses, governmental approvals, and entitlements relating to the design, construction, development, and operation of the data center campus project (the "Project"); and
(d) all other Collateral described in the Credit Agreement and the other Loan Documents, including, without limitation, all accounts, chattel paper, commercial tort claims, deposit accounts, equipment, general intangibles, instruments, inventory, investment property, letter-of-credit rights, and supporting obligations of the Borrower, in each case to the extent described in the Credit Agreement and the applicable Loan Documents.
The obligations of the Borrower under this Note are further supported by (i) that certain Completion Guaranty dated as of even date herewith (the "Completion Guaranty"), executed by Ironhaven Data Centers LLC, as guarantor, in favor of the Administrative Agent for the benefit of the Lenders, guaranteeing the completion of construction of the Project in accordance with the terms of the Credit Agreement, and (ii) that certain Carry Guaranty and Payment Guaranty dated as of even date herewith (the "Payment Guaranty"), executed by Ironhaven Data Centers LLC, as guarantor, in favor of the Administrative Agent for the benefit of the Lenders, guaranteeing certain payment obligations of the Borrower under this Note and the Credit Agreement. Reference is hereby made to the Credit Agreement and the other Loan Documents for a full description of the Collateral and the terms and conditions of such security interests and guaranties.
Section 7. Events of Default and Remedies.
7.1 Upon the occurrence and during the continuance of any Event of Default under the Credit Agreement (including, without limitation, any payment default, breach of covenant or representation, cross-default, bankruptcy or insolvency event, material adverse change, or other event or circumstance constituting an Event of Default as defined in the Credit Agreement), the Administrative Agent may, and at the written direction of the Required Lenders shall, by written notice to the Borrower, declare the entire unpaid principal balance of this Note, together with all accrued and unpaid interest thereon, all Unused Commitment Fees, and all other fees, costs, expenses, and amounts due and owing hereunder and under the Credit Agreement and the other Loan Documents, to be immediately due and payable, without presentment, demand, protest, or further notice of any kind, all of which are hereby expressly waived by the Borrower to the fullest extent permitted by applicable law.
7.2 Notwithstanding the foregoing, upon the occurrence of any Event of Default described in the Credit Agreement arising from (a) the filing by the Borrower or the Guarantor of a voluntary petition in bankruptcy or any proceeding under any federal or state insolvency law, (b) the entry of an order for relief against the Borrower or the Guarantor in any involuntary bankruptcy proceeding that is not dismissed within the applicable cure period set forth in the Credit Agreement, (c) the appointment of a receiver, trustee, custodian, or liquidator of the Borrower or the Guarantor or of all or any material portion of their respective assets, or (d) any general assignment by the Borrower or the Guarantor for the benefit of creditors, the entire unpaid principal balance of this Note, together with all accrued and unpaid interest, fees, and other amounts, shall automatically become immediately due and payable, without notice, demand, presentment, protest, or any other action of any kind by the Administrative Agent or any Lender, all of which are hereby expressly waived.
7.3 The rights and remedies of the Administrative Agent and the Lenders under this Note are cumulative and not exclusive, and shall be in addition to all other rights and remedies available to the Administrative Agent and the Lenders under the Credit Agreement, the other Loan Documents, and applicable law, including, without limitation, the right to foreclose upon the Collateral, to exercise rights under the Pledge Agreement, and to enforce the Completion Guaranty and Payment Guaranty. No single or partial exercise of any right or remedy shall preclude any other or further exercise thereof or the exercise of any other right or remedy.
Section 8. Loan-to-Cost Ratio Covenant.
8.1 The Borrower acknowledges and agrees that, as more particularly set forth in the Credit Agreement, the outstanding principal amount of all Loans shall not at any time exceed sixty-five percent (65%) of the total project cost (the "Loan-to-Cost Ratio"). The total project cost is currently budgeted at Six Hundred Million and 00/100 Dollars ($600,000,000.00) (as such budget may be updated from time to time in accordance with the Credit Agreement), and accordingly, the maximum aggregate amount of the Loans is Three Hundred Ninety Million and 00/100 Dollars ($390,000,000.00). In the event that the total project cost increases or the Borrower fails to maintain the required Loan-to-Cost Ratio, the Borrower shall be required to make such additional equity contributions or prepayments of principal as may be necessary to restore compliance with the Loan-to-Cost Ratio covenant, all as more particularly described in the Credit Agreement.
8.2 The Borrower further acknowledges and agrees that, upon stabilization of the Project (as such term is defined in the Credit Agreement), the Borrower shall be required to achieve and maintain a Debt Service Coverage Ratio (as defined in the Credit Agreement) of not less than 1.25 to 1.00 (1.25x), calculated in the manner and at the times specified in the Credit Agreement. Failure to achieve or maintain the required Debt Service Coverage Ratio shall constitute an Event of Default under the Credit Agreement, and the Administrative Agent and the Lenders shall be entitled to exercise all rights and remedies available hereunder, under the Credit Agreement, and under the other Loan Documents, including, without limitation, the right to require additional equity contributions or the right to accelerate the Loans.
Section 9. Waivers.
The Borrower hereby waives, to the fullest extent permitted by applicable law:
(a) presentment for payment, demand, notice of nonpayment, notice of dishonor, protest, and notice of protest of this Note, and all other notices and demands in connection with the delivery, acceptance, performance, default, or enforcement of the payment of this Note;
(b) diligence in the collection or enforcement of this Note, the filing of any claim in any bankruptcy, insolvency, reorganization, or similar proceeding, and any right to require the Administrative Agent or any Lender to proceed against any other person or entity (including, without limitation, the Guarantor) or against any security or collateral before proceeding against the Borrower under this Note;
(c) any right to require the Administrative Agent or any Lender to pursue any particular remedy or to exercise any particular right before seeking to enforce this Note against the Borrower; and
(d) any defense based upon the election by the Administrative Agent or any Lender, in any proceeding instituted under the applicable provisions of the United States Bankruptcy Code (11 U.S.C. § 101 et seq.), of the application of Section 1111(b)(2) of the Bankruptcy Code.
No failure or delay by the Administrative Agent or any Lender in exercising any right, power, or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power, or remedy preclude any other or further exercise thereof or the exercise of any other right, power, or remedy. No waiver of any provision of this Note shall be effective unless set forth in a written instrument signed by the party to be bound thereby.
Section 10. Transfer and Assignment.
10.1 This Note may not be transferred, assigned, or negotiated by the Borrower without the prior written consent of the Administrative Agent and the Required Lenders, and any purported transfer or assignment by the Borrower without such consent shall be null and void and of no force or effect.
10.2 The Administrative Agent and each Lender may, in accordance with the terms and conditions of the Credit Agreement, assign, transfer, or participate all or a portion of its rights, interests, and obligations under this Note, the Credit Agreement, and the other Loan Documents. Upon any such assignment by a Lender that is consented to or permitted under the Credit Agreement, the assignee shall become a "Lender" for all purposes hereunder and under the Credit Agreement, and the assigning Lender shall be relieved of its obligations to the extent of such assignment. The Borrower agrees to execute such documents and instruments as may be reasonably requested by the Administrative Agent to evidence or effectuate any such assignment or participation.
Section 11. Governing Law.
11.1 This Note shall be governed by, and construed and enforced in accordance with, the laws of the Commonwealth of Virginia, without giving effect to any choice of law or conflict of law rules or provisions (whether of the Commonwealth of Virginia or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the Commonwealth of Virginia.
11.2 The Borrower hereby irrevocably submits to the exclusive jurisdiction of the courts of the Commonwealth of Virginia sitting in Loudoun County, Virginia, and the United States District Court for the Eastern District of Virginia (Alexandria Division), and any appellate courts thereof, in any action, suit, or proceeding arising out of or relating to this Note, the Credit Agreement, or any of the other Loan Documents or the transactions contemplated hereby or thereby, and agrees that all claims in respect of any such action, suit, or proceeding may be heard and determined in any such court. The Borrower hereby irrevocably waives, to the fullest extent permitted by applicable law, any objection that it may now or hereafter have to the laying of venue of any such action, suit, or proceeding in any such court, and any claim that any such action, suit, or proceeding brought in any such court has been brought in an inconvenient forum.
Section 12. Integration and Credit Agreement Reference.
12.1 This Note is one of the "Loan Documents" referred to in, and is entitled to the benefits of, the Credit Agreement and the other Loan Documents. The rights and obligations of the Borrower, the Administrative Agent, and the Lenders under this Note are subject to and qualified by reference to the terms and provisions of the Credit Agreement, including, without limitation, the conditions precedent to advances, the representations and warranties, the affirmative and negative covenants, and the events of default set forth therein.
12.2 In the event of any conflict or inconsistency between the terms of this Note and the terms of the Credit Agreement, the terms and provisions of the Credit Agreement shall govern and control in all respects.
12.3 This Note evidences indebtedness incurred under, and is subject to, the terms and provisions of the Credit Agreement, to which reference is hereby made for a full and complete statement of the terms and conditions under which the Loans evidenced hereby were made and are to be repaid, including the conditions under which the Maturity Date may be extended. The Credit Agreement, among other things, contains provisions for acceleration of the maturity of this Note upon the happening of certain stated events and also for prepayments of principal prior to the Maturity Date upon the terms and conditions therein specified.
Section 13. Amendment.
This Note may not be amended, modified, supplemented, restated, or waived except by a written instrument duly executed by the Borrower and the Administrative Agent (acting at the direction of the Required Lenders, or, where applicable, all Lenders), in accordance with the amendment and waiver provisions set forth in the Credit Agreement. Any purported amendment, modification, supplement, or waiver that does not comply with the foregoing shall be null and void and of no force or effect.
Section 14. Severability.
If any provision of this Note is held to be invalid, illegal, or unenforceable by any court of competent jurisdiction, the validity, legality, and enforceability of the remaining provisions of this Note shall not in any way be affected or impaired thereby, and the invalid, illegal, or unenforceable provision shall be modified to the minimum extent necessary to render it valid, legal, and enforceable while preserving the original intent of the parties to the greatest extent possible. If such modification is not possible, the invalid, illegal, or unenforceable provision shall be severed from this Note, and the remaining provisions shall continue in full force and effect.
Section 15. Notices.
All notices, requests, demands, consents, approvals, and other communications required or permitted to be given under this Note shall be given in accordance with the notice provisions of the Credit Agreement and shall be addressed as follows (or to such other address as a party may designate by written notice to the other parties in accordance with the Credit Agreement):
If to the Borrower:
Stonebridge Campus Holdings LLC c/o Ironhaven Data Centers LLC 44680 Prentice Drive, Suite 200 Ashburn, Virginia 20147
Attention: Priya Dasgupta, Chief Financial Officer
Telephone: (703) 555-4200
Email: p.dasgupta@ironhavendc.com
If to the Administrative Agent:
Summit National Bank, N.A. 1275 Avenue of Commerce, 12th Floor McLean, Virginia 22102
Attention: Karen Ellsworth, Managing Director, Real Estate Finance
Telephone: (703) 555-8100
Email: kellsworth@summitnational.com
With a copy to Lender's Counsel:
Redmond & Calloway LLP 8300 Greensboro Drive, Suite 1100 McLean, Virginia 22102
Attention: Victor Redmond
Telephone: (703) 555-7700
Email: vredmond@redmondcalloway.com
Section 16. Costs and Expenses.
The Borrower agrees to pay on demand all reasonable and documented costs and expenses incurred by the Administrative Agent and the Lenders (including, without limitation, reasonable attorneys' fees and disbursements, court costs, expert witness fees, and all other costs and expenses of litigation or arbitration) in connection with (a) the enforcement, preservation, or protection of any rights or remedies under this Note, the Credit Agreement, or any of the other Loan Documents, (b) the collection of any amounts due hereunder or thereunder, (c) any workout, restructuring, or renegotiation of the terms of this Note or the Credit Agreement, and (d) any bankruptcy, insolvency, receivership, or similar proceeding involving the Borrower or the Guarantor, whether or not any legal proceeding is commenced and regardless of whether such costs and expenses are incurred before or after the Maturity Date or the occurrence of an Event of Default. The obligations of the Borrower under this Section 16 shall survive the repayment of the Loans and the termination of this Note and the Credit Agreement.
Section 17. Usury Savings.
Notwithstanding any provision of this Note, the Credit Agreement, or any other Loan Document to the contrary, in no event shall the aggregate of all interest and other amounts charged or collected pursuant to this Note, the Credit Agreement, or any other Loan Document and deemed "interest" under applicable law exceed the maximum rate of interest permitted by applicable law (the "Maximum Lawful Rate"). If any interest or other amount charged or collected hereunder or under the Credit Agreement or any other Loan Document is determined by a court of competent jurisdiction to be in excess of the Maximum Lawful Rate, then:
(a) the amount of interest and other charges to be collected pursuant to this Note, the Credit Agreement, and the other Loan Documents shall be limited to the Maximum Lawful Rate;
(b) any excess amount theretofore collected shall be applied first to reduce the outstanding principal balance of the Loans and then, to the extent such excess exceeds the outstanding principal balance, shall be refunded to the Borrower; and
(c) the provisions of this Note and the Credit Agreement shall be deemed automatically reformed to comply with applicable usury laws while preserving the economic bargain of the parties to the fullest extent possible.
The Borrower acknowledges that, in entering into this Note and the Credit Agreement, the Administrative Agent and the Lenders have acted in good faith and have no intention of charging or collecting interest in excess of the Maximum Lawful Rate. It is the intent of the Borrower, the Administrative Agent, and the Lenders that the aggregate of all interest and other amounts constituting interest under applicable law and contracted for, charged, or collected pursuant to this Note, the Credit Agreement, and the other Loan Documents shall not exceed the Maximum Lawful Rate.
Section 18. Waiver of Jury Trial.
THE BORROWER, THE ADMINISTRATIVE AGENT, AND EACH LENDER HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION, PROCEEDING, CLAIM, OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT, OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS NOTE, THE CREDIT AGREEMENT, ANY OTHER LOAN DOCUMENT, OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY, OR THE ACTIONS OF THE ADMINISTRATIVE AGENT OR ANY LENDER IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE, OR ENFORCEMENT HEREOF OR THEREOF. THE BORROWER ACKNOWLEDGES AND AGREES THAT THIS WAIVER CONSTITUTES A MATERIAL INDUCEMENT FOR THE ADMINISTRATIVE AGENT AND THE LENDERS TO ENTER INTO THE CREDIT AGREEMENT AND TO MAKE THE LOANS EVIDENCED BY THIS NOTE. THE BORROWER CERTIFIES THAT NO REPRESENTATIVE, AGENT, OR ATTORNEY OF THE ADMINISTRATIVE AGENT OR ANY LENDER HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT THE ADMINISTRATIVE AGENT OR ANY LENDER WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THIS WAIVER. THIS WAIVER IS KNOWING, VOLUNTARY, AND INTENTIONAL.
[Remainder of this page intentionally left blank. Signature page follows.]
SIGNATURE PAGE TO PROMISSORY NOTE
IN WITNESS WHEREOF, the Borrower has caused this Promissory Note to be duly executed and delivered as of the date first written above.
BORROWER:
STONEBRIDGE CAMPUS HOLDINGS LLC, a Virginia limited liability company
By: Ironhaven Data Centers LLC,
a Delaware limited liability company, its sole member
By: ________
Name: Marcus Thorne
Title: Chief Executive Officer
By: ________
Name: Priya Dasgupta
Title: Chief Financial Officer
ADMINISTRATIVE AGENT ACKNOWLEDGMENT
Accepted and acknowledged as of the date first written above:
ADMINISTRATIVE AGENT:
SUMMIT NATIONAL BANK, N.A., as Administrative Agent
By: ________
Name: Karen Ellsworth
Title: Managing Director, Real Estate Finance
Address:
1275 Avenue of Commerce, 12th Floor McLean, Virginia 22102
SCHEDULE A
ADVANCES AND PAYMENTS RECORD
This Schedule A is attached to, and made a part of, that certain Promissory Note dated as of October _, 2025, in the original principal amount of $390,000,000.00, made by Stonebridge Campus Holdings LLC in favor of Summit National Bank, N.A., as Administrative Agent, for the ratable benefit of the Lenders.
The Administrative Agent is hereby authorized to record on this Schedule A, or in its internal records, each advance of Loan proceeds, each payment of principal, the interest rate applicable to each outstanding Loan, and the outstanding principal balance of all Loans from time to time. The entries made by the Administrative Agent on this Schedule A or in its internal records shall be prima facie evidence of the existence and amounts of the obligations of the Borrower recorded therein; provided, however, that the failure of the Administrative Agent to make any such entry, or any error in any such entry, shall not limit or otherwise affect the obligations of the Borrower under this Note or the Credit Agreement.
Note: No initial advance shall be made until all conditions precedent set forth in the Credit Agreement have been satisfied, including, without limitation, the Borrower's delivery of evidence of the minimum equity contribution of Fifty-Two Million Five Hundred Thousand and 00/100 Dollars ($52,500,000.00), representing twenty-five percent (25%) of the total equity commitment of Two Hundred Ten Million and 00/100 Dollars ($210,000,000.00).
The records maintained by the Administrative Agent (whether set forth on this Schedule A or in its internal records) shall be conclusive and binding on the Borrower, absent manifest error.
EXHIBIT CROSS-REFERENCES
The following documents are referred to in, or are related to, this Promissory Note. Capitalized terms used in this exhibit list but not otherwise defined herein shall have the meanings ascribed to them in the Credit Agreement.
1.  Credit Agreement — Construction Loan Agreement dated as of October _, 2025, among Stonebridge Campus Holdings LLC, as Borrower, Summit National Bank, N.A., as Administrative Agent, and the Lenders party thereto (Summit National Bank, N.A.; Cascade Commercial Lending Corp.; Harborview Trust Company).
2.  Deed of Trust — Deed of Trust, Assignment of Leases and Rents, and Security Agreement, to be recorded in the Land Records of Loudoun County, Virginia, encumbering the Stonebridge Parcel (62.0 acres; Loudoun County Tax Map Ref. /95-4A-1///) and the Meridian Parcel (19.4 acres; Loudoun County Tax Map Ref. /95-4A-2///).
3.  Pledge Agreement — Pledge Agreement executed by Ironhaven Data Centers LLC, pledging 100% of the membership interests in Stonebridge Campus Holdings LLC held by Ironhaven Data Centers LLC to the Administrative Agent for the benefit of the Lenders.
4.  Completion Guaranty — Completion Guaranty executed by Ironhaven Data Centers LLC, as guarantor, in favor of the Administrative Agent for the benefit of the Lenders, guaranteeing the timely completion of construction of the Project in accordance with the terms of the Credit Agreement.
5.  Carry Guaranty / Payment Guaranty — Carry Guaranty and Payment Guaranty executed by Ironhaven Data Centers LLC, as guarantor, in favor of the Administrative Agent for the benefit of the Lenders, guaranteeing certain payment and carry obligations of the Borrower.
6.  Environmental Indemnity Agreement — Environmental Indemnity Agreement executed by the Borrower and Ironhaven Data Centers LLC, as indemnitors, in favor of the Administrative Agent for the benefit of the Lenders, indemnifying the Administrative Agent and the Lenders against environmental liabilities arising from or relating to the Stonebridge Parcel and the Meridian Parcel.
7.  Assignment of Contracts, Permits, and Approvals — Assignment of Contracts, Permits, and Approvals executed by the Borrower in favor of the Administrative Agent for the benefit of the Lenders, covering the EPC Agreement with Titan-McAllister Construction Group, LLC, the Large Load Service Agreement with Vantage Power Cooperative, and all other material project contracts, permits, licenses, governmental approvals, and entitlements relating to the Project.
End of Promissory Note — Calderwood & Harkness LLP Matter No. 1043-00002
Lender | Commitment Amount | Pro Rata Share
Summit National Bank, N.A. | $180,000,000.00 | 46.15%
Cascade Commercial Lending Corp. | $130,000,000.00 | 33.33%
Harborview Trust Company | $80,000,000.00 | 20.51%
Total | $390,000,000.00 | 100.00%
Date of Advance | Principal Amount Advanced | Interest Rate (Term SOFR + 285 bps; SOFR Floor 0.50%) | Amount of Principal Repaid | Outstanding Principal Balance | Notation Made By

CONFIDENTIAL — DRAFT — SUBJECT TO REVIEW AND COMMENT

PROMISSORY NOTE

SIGNATURE PAGE TO PROMISSORY NOTE

BORROWER:

ADMINISTRATIVE AGENT ACKNOWLEDGMENT

ADMINISTRATIVE AGENT:

SCHEDULE A

ADVANCES AND PAYMENTS RECORD

EXHIBIT CROSS-REFERENCES

Record

Parties

Dates

Amounts