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LINE EXTENSION FUNDING AGREEMENT

Stonebridge Data Center Campus Dedicated 230kV/34.5kV Line Extension and Substation Infrastructure

Dated as of ___, 2025

by and between

STONEBRIDGE CAMPUS HOLDINGS LLC a Virginia limited liability company ("Customer" or "Applicant")

and

VANTAGE POWER COOPERATIVE a Virginia electric cooperative ("Cooperative" or "VPC")

Target execution concurrent with or prior to Construction Loan Closing — October 15, 2025

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LINE EXTENSION FUNDING AGREEMENT

This LINE EXTENSION FUNDING AGREEMENT (this "Agreement") is entered into as of ___, 2025 (the "Effective Date"), by and between STONEBRIDGE CAMPUS HOLDINGS LLC, a Virginia limited liability company ("Customer" or "Applicant"), and VANTAGE POWER COOPERATIVE, a Virginia electric cooperative ("Cooperative" or "VPC"). Customer and Cooperative are referred to herein individually as a "Party" and collectively as the "Parties."

RECITALS

A. Stonebridge Campus Holdings LLC is a single-purpose Virginia limited liability company wholly owned by Ironhaven Data Centers LLC ("IHDC"), a Delaware limited liability company headquartered at 44680 Prentice Drive, Suite 200, Ashburn, Virginia 20147. Customer was formed for the purpose of developing, owning, and operating the Stonebridge Data Center Campus (the "Project") located at the intersection of Belmont Ridge Road and Stonebridge Boulevard, in unincorporated Loudoun County, Virginia 20148, consisting of approximately 81.4 acres (the "Campus Site"), comprising 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 Project contemplates the construction of four data center buildings (Buildings A through D), a central utility plant, and associated infrastructure with an aggregate critical IT load capacity of 96 MW, requiring a contracted utility demand of 120 MVA (inclusive of mechanical cooling, electrical distribution losses, lighting, and site overhead loads).

C. Customer and Cooperative have entered into, or will contemporaneously enter into, that certain Large Load Service Agreement dated ___, 2025 (VPC Service Application No. LSA-2025-0091) (the "LLSA"), pursuant to which Cooperative will provide primary electric service to the Campus Site for a term of ten (10) years commencing on the date the Dedicated Substation (as defined below) is first energized and capable of delivering power to Customer's facilities.

D. In order to provide electric service at the capacity and voltage levels required by the LLSA, Cooperative must design, engineer, permit, and construct certain electric distribution and transmission infrastructure improvements, including a dedicated 230kV/34.5kV substation (the "Dedicated Substation") and related high-voltage line extensions (collectively, the "Line Extension Facilities"), from Cooperative's existing transmission and distribution system to the Campus Site. The Line Extension Facilities are necessary because Cooperative's existing infrastructure in the vicinity of the Campus Site does not possess sufficient capacity or appropriate voltage levels to serve Customer's anticipated load requirements.

E. The Dedicated Substation will be located on a designated portion of the Meridian Parcel pursuant to a separate Substation Easement Agreement to be entered into between Customer and Cooperative, the form and substance of which are being negotiated contemporaneously with this Agreement.

F. Cooperative's tariff, policies, and applicable Virginia law, including without limitation the Virginia Electric Utility Regulation Act (Title 56 of the Code of Virginia), permit Cooperative to require a contribution in aid of construction from a customer toward the cost of constructing Line Extension Facilities necessary to serve new large loads when such facilities are primarily or exclusively required to meet the demands of such customer.

G. Customer has agreed to contribute Eighteen Million Five Hundred Thousand Dollars ($18,500,000) (the "Funding Contribution") toward the design, engineering, permitting, and construction of the Line Extension Facilities, subject to the terms and conditions set forth in this Agreement, and Cooperative has agreed to design, engineer, permit, construct, own, operate, and maintain the Line Extension Facilities, subject to the terms and conditions hereof.

NOW, THEREFORE, in consideration of the mutual covenants, agreements, representations, and warranties set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

ARTICLE I — DEFINITIONS

1.1 Definitions. As used in this Agreement, the following terms shall have the meanings set forth below:

"Actual Construction Costs" means the total actual costs incurred by Cooperative and Cooperative's Contractor in connection with the design, engineering, procurement, permitting, and construction of the Line Extension Facilities, including all labor, materials, equipment, subcontractor costs, permit and application fees, insurance costs, bond premiums, engineering and consulting fees, testing and commissioning costs, and Cooperative's reasonable internal administrative costs allocable to the project, all as documented and substantiated in the final cost reconciliation statement delivered pursuant to Section 4.5.

"Agreement" means this Line Extension Funding Agreement, including all exhibits, schedules, and amendments hereto.

"Campus Site" means the approximately 81.4-acre project site in unincorporated Loudoun County, Virginia, consisting of the Stonebridge Parcel and the Meridian Parcel, located at the intersection of Belmont Ridge Road and Stonebridge Boulevard, Loudoun County, Virginia 20148.

"Change in Scope" has the meaning set forth in Section 5.2.

"Commencement of Construction" means the date on which Cooperative's Contractor first mobilizes to the Campus Site and commences physical construction activities related to the Line Extension Facilities, excluding preliminary survey, geotechnical, or environmental testing activities.

"Completion Date" means the date on which the Line Extension Facilities achieve energization and are capable of delivering the Contracted Demand to the Campus Site at the delivery point specified in the LLSA. The target Completion Date is June 1, 2027.

"Contracted Demand" means 120 MVA, as set forth in the LLSA, representing the aggregate electric demand that the Line Extension Facilities must be designed and constructed to deliver to the Campus Site.

"Cooperative" means Vantage Power Cooperative, a Virginia electric cooperative, and its permitted successors and assigns.

"Cooperative's Contractor" means the general contractor or contractors selected by Cooperative to design and construct the Line Extension Facilities, together with any subcontractors engaged by such contractor in connection with the work.

"Cost Overrun" means any amount by which the Actual Construction Costs exceed the Funding Contribution, as addressed in Section 4.4.

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

"Dedicated Substation" means the dedicated 230kV/34.5kV electrical substation to be designed, engineered, and constructed by Cooperative on a designated portion of the Meridian Parcel, as more particularly described in Article II and depicted in Exhibit A, including all associated transformers, switchgear, protective relaying, controls, metering, communications and SCADA infrastructure, grading, access roads, fencing, and security improvements.

"Effective Date" has the meaning set forth in the preamble to this Agreement.

"Energization Date" means the date on which the Dedicated Substation is first energized and capable of delivering power to Customer's facilities at the delivery point specified in the LLSA, following successful completion of all testing and commissioning and satisfaction of all conditions precedent to energization set forth in Section 7.2. The target Energization Date is June 1, 2027.

"EPC Contractor" means Titan-McAllister Construction Group, LLC, the engineering, procurement, and construction contractor engaged by Customer for the overall construction of the Project.

"Force Majeure" has the meaning set forth in Section 12.1.

"Funding Contribution" means Eighteen Million Five Hundred Thousand Dollars ($18,500,000), the total amount payable by Customer to Cooperative for the Line Extension Facilities in accordance with Article IV.

"Funding Schedule" means the schedule of installment payments set forth in Section 4.2 and Exhibit B.

"IHDC" means Ironhaven Data Centers LLC, a Delaware limited liability company, the sole member of Customer, headquartered at 44680 Prentice Drive, Suite 200, Ashburn, Virginia 20147.

"LLSA" means the Large Load Service Agreement between Customer and Cooperative, dated ___, 2025, VPC Service Application No. LSA-2025-0091, as the same may be amended, supplemented, or restated from time to time.

"Line Extension Facilities" means, collectively, (i) the high-voltage transmission line extension from Cooperative's existing 230kV system to the Campus Site, (ii) the Dedicated Substation, including 230kV switchgear, power transformers (230kV to 34.5kV step-down), 34.5kV distribution switchgear, protective relaying and controls, revenue metering, communications and SCADA infrastructure, (iii) associated access roads, grading, fencing, and security improvements at the substation site, and (iv) all related infrastructure required to deliver the Contracted Demand from Cooperative's existing system to the Campus Site at the delivery point specified in the LLSA.

"Meridian Parcel" means the approximately 19.4-acre parcel of land located within the Campus Site, identified as Loudoun County Tax Map Reference /95-4A-2///.

"NESC" means the National Electrical Safety Code (ANSI C2), as in effect from time to time.

"Outside Completion Date" means the date that is twenty-four (24) months after the Commencement of Construction, as such date may be extended on a day-for-day basis by Force Majeure events in accordance with Article XII and permitting delays in accordance with Section 3.3.

"Party" and "Parties" have the meanings set forth in the preamble to this Agreement.

"Permits" means all governmental permits, licenses, approvals, authorizations, variances, exemptions, and consents required for the design, construction, installation, testing, energization, and operation of the Line Extension Facilities, including without limitation Virginia SCC approvals, Loudoun County building and grading permits, environmental permits, PJM Interconnection approvals, and right-of-way permits.

"PJM" means PJM Interconnection, L.L.C., the regional transmission organization that coordinates the movement of wholesale electricity in all or parts of thirteen states and the District of Columbia.

"Project" means the Stonebridge Data Center Campus, consisting of four data center buildings (Buildings A through D), a central utility plant, and associated infrastructure, to be constructed on the Campus Site.

"Stonebridge Parcel" means the approximately 62.0-acre parcel of land located within the Campus Site, identified as Loudoun County Tax Map Reference /95-4A-1///.

"Substation Easement Agreement" means the separate easement agreement between Customer and Cooperative granting Cooperative a non-exclusive easement on a designated portion of the Meridian Parcel for the construction, installation, operation, maintenance, repair, replacement, and removal of the Dedicated Substation and associated improvements.

"Virginia SCC" means the Virginia State Corporation Commission.

1.2 Interpretation. In this Agreement, unless the context otherwise requires:

(a) The terms "hereof," "herein," "hereunder," "hereto," and similar words refer to this Agreement as a whole and not to any particular section, article, exhibit, or schedule.

(b) References to any Article, Section, Exhibit, or Schedule are references to the Articles, Sections, Exhibits, or Schedules of this Agreement.

(d) The words "include," "includes," and "including" shall be deemed to be followed by the phrase "without limitation."

(e) References to "days" mean calendar days unless "business days" are expressly specified.

(f) References to any agreement, instrument, or document mean such agreement, instrument, or document as amended, supplemented, restated, or modified from time to time in accordance with its terms.

(g) References to any law, statute, regulation, or code include any amendments, re-enactments, or successor legislation.

(h) Headings and captions are for convenience of reference only and shall not affect the interpretation of this Agreement.

(i) All exhibits and schedules attached hereto are incorporated herein by reference and made a part of this Agreement.

(j) In the event of a conflict between the body of this Agreement and any exhibit or schedule, the body of this Agreement shall control.

(k) References to monetary amounts are to United States Dollars unless otherwise specified.

ARTICLE II — SCOPE OF LINE EXTENSION FACILITIES

2.1 Description of Facilities. Cooperative shall design, engineer, procure, permit, and construct (through Cooperative's Contractor) the Line Extension Facilities, which shall consist of the following:

(a) High-Voltage Transmission Line Extension. A high-voltage transmission line extension from Cooperative's existing 230kV system to the Campus Site. The specific route of the transmission line extension shall be determined by Cooperative in its reasonable engineering judgment, taking into account applicable right-of-way constraints, environmental considerations, and permitting requirements. Customer shall have the right to provide reasonable input regarding the route, including input from Customer's civil engineer, Lumen Ridge Engineering, PLLC (Carlos Esteban, PE), and Customer's land use consultant, Cornerstone Land Use Consulting, LLC (Alan Mercer), and Cooperative shall give good faith consideration to such input; provided, however, that Cooperative shall retain final authority over route selection consistent with Cooperative's engineering standards, system reliability requirements, and regulatory obligations.

(b) Dedicated 230kV/34.5kV Substation. A dedicated 230kV/34.5kV substation to be constructed on a designated portion of the Meridian Parcel, as depicted on the preliminary site plan attached hereto as Exhibit A. The Dedicated Substation shall include, without limitation, the following major components and systems:

(i) 230kV switchgear, including circuit breakers, disconnect switches, and bus work;

(ii) Power transformers providing 230kV to 34.5kV step-down transformation, sized to accommodate the Contracted Demand of 120 MVA, including spare capacity and redundancy as required by Cooperative's engineering standards;

(iii) 34.5kV distribution switchgear, including circuit breakers, disconnect switches, bus work, and feeder positions in sufficient number and capacity to serve the phased energization of Buildings A through D and the central utility plant;

(iv) Protective relaying and control systems, including primary and backup protection schemes, supervisory control, and fault detection and isolation equipment;

(v) Revenue metering equipment and associated current and potential transformers, compliant with Cooperative's metering standards and the requirements of the LLSA;

(vi) Communications and SCADA (Supervisory Control and Data Acquisition) infrastructure, including fiber optic or other data communication links to Cooperative's system operations center, enabling remote monitoring, control, and data acquisition for the Dedicated Substation; and

(vii) Control building or enclosure housing protection, control, metering, and communications equipment.

(c) Site Improvements. Associated site improvements at the Dedicated Substation location on the Meridian Parcel, including:

(i) Site grading, drainage, and stormwater management improvements;

(ii) Access roads from existing public or private roads to the Dedicated Substation, of sufficient width and load-bearing capacity to accommodate Cooperative's maintenance vehicles and heavy equipment transport;

(iii) Perimeter fencing and security improvements, including locked gates, security lighting, signage, and any intrusion detection or surveillance systems required by Cooperative's standards; and

(iv) Landscaping and screening as may be required by applicable Loudoun County zoning or site plan approvals.

The Line Extension Facilities are more particularly depicted and described in the preliminary engineering drawings and specifications attached hereto as Exhibit A. Exhibit A is preliminary in nature and subject to revision during the detailed design phase in accordance with Section 5.1.

2.2 Cooperative's Responsibility for Design and Construction. Cooperative shall have sole and exclusive responsibility for all aspects of the design, engineering, procurement, permitting, and construction of the Line Extension Facilities. Cooperative shall select and engage Cooperative's Contractor to perform the design and construction work and shall manage and administer the construction contract(s) with Cooperative's Contractor. Customer shall have reasonable consultation rights with respect to the selection of Cooperative's Contractor, including the right to review the qualifications and experience of proposed contractors, but Customer shall not have approval authority over the selection of Cooperative's Contractor or any subcontractors. All design and construction work shall be performed in accordance with (i) Cooperative's engineering standards and construction specifications, as in effect from time to time, (ii) the NESC, (iii) all applicable federal, state, and local codes, ordinances, and regulations, (iv) applicable Virginia SCC regulations and requirements, and (v) PJM requirements applicable to the transmission-level interconnection. Cooperative shall be responsible for quality control and quality assurance of all work performed by Cooperative's Contractor.

2.3 Ownership of Line Extension Facilities. Upon completion and energization, the Line Extension Facilities, including the Dedicated Substation and all components thereof, shall be owned by Cooperative. Customer shall have no ownership interest in the Line Extension Facilities or any component thereof, and Customer shall not acquire any equity, lien, or other interest in the Line Extension Facilities by reason of the payment of the Funding Contribution. The Funding Contribution shall constitute a contribution in aid of construction and shall not be treated as a loan, equity investment, or capital contribution to Cooperative. Following the Energization Date, Cooperative shall be solely responsible for the ongoing operation, maintenance, repair, and replacement of the Line Extension Facilities, at Cooperative's cost and expense, in accordance with prudent utility practice and Cooperative's maintenance standards. Cooperative's rights to access, occupy, and use the portion of the Meridian Parcel on which the Dedicated Substation is located shall be governed by the Substation Easement Agreement, and this Section 2.3 is subject to and shall be read in conjunction with the provisions of the Substation Easement Agreement.

2.4 Capacity and Design Standard. The Line Extension Facilities shall be designed and constructed to deliver no less than 120 MVA to the Campus Site at the delivery point specified in the LLSA. The design shall be adequate to support continuous operation at the Contracted Demand level, including appropriate design margins for reliability and redundancy as required by Cooperative's engineering standards and applicable regulatory requirements. In addition, the design of the Line Extension Facilities, and in particular the 34.5kV distribution switchgear and feeder configuration within the Dedicated Substation, shall accommodate the phased energization of Buildings A through D consistent with the Project construction schedule. Customer has advised Cooperative that the target substantial completion date for Building A is August 1, 2027, with Buildings B through D targeted for substantial completion by November 1, 2027. Cooperative shall design the feeder configuration to permit sequential energization of individual buildings as they achieve readiness for electric service, without requiring the simultaneous completion of all buildings. Nothing in this Section 2.4 shall be construed to require Cooperative to design the Line Extension Facilities to deliver capacity in excess of 120 MVA unless mutually agreed in writing by the Parties pursuant to a Change in Scope under Section 5.2.

ARTICLE III — PERMITS AND APPROVALS

3.1 Cooperative's Permitting Obligations. Cooperative shall be responsible for identifying, applying for, and obtaining all Permits required for the design, construction, installation, testing, energization, and operation of the Line Extension Facilities, at Cooperative's cost and expense (which cost shall be included within the overall budget for the Line Extension Facilities and funded from the Funding Contribution). Without limiting the generality of the foregoing, Cooperative's permitting responsibilities shall include, as applicable:

(a) Virginia SCC approvals, if required, for the construction and operation of the Line Extension Facilities, including any certificates of public convenience and necessity or other regulatory authorizations;

(b) Loudoun County building permits, grading permits, and any site plan or special exception approvals required for the Dedicated Substation and associated site improvements on the Meridian Parcel;

(c) Environmental permits, including wetlands permits from the U.S. Army Corps of Engineers (if applicable), erosion and sediment control permits, stormwater management permits, and any permits required under the Virginia Water Protection Permit program;

(d) Any required approvals or authorizations from PJM Interconnection, L.L.C. for the transmission-level interconnection of the Line Extension Facilities to Cooperative's existing 230kV system, including without limitation interconnection study agreements, facilities study agreements, and interconnection service agreements;

(e) Right-of-way permits, encroachment permits, and road crossing permits for the transmission line route, including any permits required from the Virginia Department of Transportation, Loudoun County, or other governmental authorities having jurisdiction over public or private roads crossed by the transmission line; and

(f) Any other governmental or quasi-governmental permits, licenses, approvals, or authorizations required under applicable law for the Line Extension Facilities.

Cooperative shall prosecute all Permit applications diligently and in good faith, and shall keep Customer reasonably informed of the status of all pending Permit applications.

3.2 Customer's Cooperation. Customer shall reasonably cooperate with Cooperative in obtaining the Permits, at no material out-of-pocket cost to Customer (except as otherwise expressly provided in this Agreement). Without limiting the generality of the foregoing, Customer's cooperation obligations shall include:

(a) Granting Cooperative and Cooperative's Contractor reasonable access to the Meridian Parcel for the purpose of conducting surveys, environmental assessments, geotechnical investigations, inspections, and testing in connection with the permitting and design of the Line Extension Facilities, upon reasonable prior notice to Customer;

(b) Executing and delivering the Substation Easement Agreement in accordance with Article VI;

(c) Providing any landowner consents, certifications, or authorizations required for the transmission line route across any portion of Customer's property (including the Stonebridge Parcel and the Meridian Parcel), and executing any easement instruments or right-of-way documents reasonably required in connection therewith;

(d) Coordinating with Customer's civil engineer, Lumen Ridge Engineering, PLLC (Carlos Esteban, PE), and Customer's land use consultant, Cornerstone Land Use Consulting, LLC (Alan Mercer), as needed for integration of the Dedicated Substation and transmission line route with the overall campus site plan, including shared stormwater management facilities, access road connections, grading plans, and utility corridor coordination; and

(e) Providing such other cooperation as Cooperative may reasonably request in connection with Permit applications, including attendance at public hearings, provision of project information, and execution of applications requiring landowner signatures.

3.3 Permitting Delays. Any delay in obtaining Permits that is beyond the reasonable control of Cooperative, including without limitation delays caused by governmental or regulatory processing timelines, public hearings, administrative appeals, contested proceedings before the Virginia SCC, PJM interconnection queue delays, or environmental review requirements, shall extend the Outside Completion Date on a day-for-day basis for the period of such delay. Cooperative shall promptly notify Customer in writing of any anticipated or actual Permit delays, including the nature of the delay, the expected duration, and any actions Cooperative is taking or proposes to take to mitigate such delay. Cooperative shall use commercially reasonable efforts to minimize the impact of Permit delays on the construction schedule.

ARTICLE IV — FUNDING CONTRIBUTION AND PAYMENT

4.1 Amount of Funding Contribution. Customer shall pay to Cooperative a total Funding Contribution of Eighteen Million Five Hundred Thousand Dollars ($18,500,000) toward the cost of designing, engineering, permitting, and constructing the Line Extension Facilities, in accordance with the Funding Schedule set forth in Section 4.2 and Exhibit B. The Funding Contribution represents Customer's full and complete financial obligation for the Line Extension Facilities under this Agreement, subject only to Customer's obligations with respect to Customer-requested Changes in Scope under Section 5.2 and Customer's obligations arising from the exceptions set forth in Section 4.4(a) and Section 4.4(b). Except as expressly provided in Sections 4.4, 4.5, 5.2, and 9.3, Customer shall have no obligation to pay any amounts in excess of the Funding Contribution, and Cooperative shall have no obligation to refund any portion of the Funding Contribution to Customer.

4.2 Funding Schedule. The Funding Contribution shall be paid by Customer to Cooperative in four (4) installments, in the amounts and at the times set forth below:

(a) First Installment: Three Million Seven Hundred Thousand Dollars ($3,700,000), representing twenty percent (20%) of the Funding Contribution, shall be due and payable within thirty (30) days after the Effective Date. The First Installment shall constitute the design and engineering mobilization payment and shall be payable without further notice from Cooperative.

(b) Second Installment: Five Million Five Hundred Fifty Thousand Dollars ($5,550,000), representing thirty percent (30%) of the Funding Contribution, shall be due and payable within thirty (30) days after Cooperative's issuance of written notice to Customer that major equipment procurement has commenced. For purposes of this Section 4.2(b), "major equipment procurement" means the placement of binding purchase orders for the power transformers (230kV to 34.5kV step-down) and 230kV switchgear for the Dedicated Substation.

(c) Third Installment: Five Million Five Hundred Fifty Thousand Dollars ($5,550,000), representing thirty percent (30%) of the Funding Contribution, shall be due and payable within thirty (30) days after Cooperative's issuance of written notice to Customer that on-site construction of the Dedicated Substation has commenced. For purposes of this Section 4.2(c), "commencement of on-site construction" means the mobilization of Cooperative's Contractor to the Meridian Parcel for the purpose of commencing foundation or grading work for the Dedicated Substation.

(d) Fourth Installment (Final): Three Million Seven Hundred Thousand Dollars ($3,700,000), representing twenty percent (20%) of the Funding Contribution, shall be due and payable within thirty (30) days after Cooperative's issuance of written notice to Customer that mechanical completion of the Line Extension Facilities has been achieved, and in all events prior to the commencement of energization testing. For purposes of this Section 4.2(d), "mechanical completion" means that all major equipment has been installed, all electrical connections have been made, and the Line Extension Facilities are ready for testing and commissioning.

The total of all installments equals Eighteen Million Five Hundred Thousand Dollars ($18,500,000) ($3,700,000 + $5,550,000 + $5,550,000 + $3,700,000 = $18,500,000). The Funding Schedule is also set forth in tabular form in Exhibit B attached hereto. Cooperative shall provide Customer at least thirty (30) days' prior written notice of the anticipated date on which each installment (other than the First Installment) will become due, which notice shall include reasonable documentation supporting the occurrence or anticipated occurrence of the applicable trigger event.

4.3 Payment Mechanics. All payments of the Funding Contribution shall be made by wire transfer of immediately available funds to the bank account designated by Cooperative. Cooperative's wire transfer instructions are set forth in Exhibit E, and Cooperative may update such instructions from time to time by written notice to Customer delivered at least fifteen (15) days prior to any payment due date. Each payment shall reference this Agreement and the applicable installment number. Any installment payment not received by Cooperative on or before the applicable due date shall bear interest from and after such due date at the lesser of (i) one and one-half percent (1.5%) per month (eighteen percent (18.0%) per annum), compounded monthly, and (ii) the maximum rate of interest permitted under the laws of the Commonwealth of Virginia. The accrual of interest on late payments shall not constitute a waiver by Cooperative of any other rights or remedies available to Cooperative under this Agreement or at law or in equity, including the right to terminate this Agreement pursuant to Section 9.4(a).

4.4 Cost Overruns. In the event that the Actual Construction Costs of the Line Extension Facilities exceed the Funding Contribution (a "Cost Overrun"), Cooperative shall bear the Cost Overrun and Customer shall have no obligation to pay any amount in excess of the Funding Contribution; provided, however, that the foregoing allocation of Cost Overrun risk shall not apply, and Customer shall bear any additional costs, in the following circumstances:

(a) Customer-Requested Changes in Scope. If the Cost Overrun results, in whole or in part, from a Change in Scope requested by Customer and agreed to by the Parties pursuant to Section 5.2, Customer shall bear the incremental costs attributable to such Change in Scope, as documented in the applicable Change in Scope agreement. For purposes of this Section 4.4(a), "incremental costs" means the difference between the cost of the work as originally designed and the cost of the work as modified by the Change in Scope.

(b) Customer Delays. If the Cost Overrun results, in whole or in part, from Customer's failure to deliver timely access to the Meridian Parcel in accordance with Section 5.5, Customer's failure to execute and deliver the Substation Easement Agreement in accordance with Article VI, or any other material delay caused by Customer's breach of its obligations under this Agreement, Customer shall bear the additional costs directly attributable to such failure or delay, as reasonably documented by Cooperative.

In the event of a dispute as to whether a Cost Overrun falls within the exceptions set forth in Sections 4.4(a) or 4.4(b), such dispute shall be resolved in accordance with Article XV.

4.5 Cost Savings. In the event that the Actual Construction Costs of the Line Extension Facilities are less than the Funding Contribution, Cooperative shall refund the difference between the Funding Contribution and the Actual Construction Costs to Customer within ninety (90) days after final completion and close-out of the Line Extension Facilities construction, including resolution of all punch list items pursuant to Section 7.3 and finalization of all contractor invoices and change orders. Cooperative shall provide Customer with a detailed final cost reconciliation statement, accompanied by reasonable supporting documentation, within sixty (60) days after final completion and close-out. Customer shall have thirty (30) days after receipt of the final cost reconciliation statement to review and raise any objections thereto, and the Parties shall work in good faith to resolve any such objections. Any refund of Cost Savings shall be made by wire transfer to an account designated by Customer.

4.6 No Refund Upon Termination of LLSA. Except as expressly provided in Section 4.5 (cost savings refund) and Section 9.3 (refund upon termination for Cooperative default), no portion of the Funding Contribution previously paid by Customer shall be refundable to Customer upon (i) early termination of the LLSA by Customer or by Cooperative for Customer's default, (ii) early termination of this Agreement by Customer (other than pursuant to Section 9.3), or (iii) expiration of the LLSA at the end of its term. Customer acknowledges and agrees that the Funding Contribution constitutes a contribution in aid of construction and that the risk of loss of the Funding Contribution in the foregoing circumstances is a risk voluntarily assumed by Customer as part of the overall commercial arrangement between the Parties.

ARTICLE V — DESIGN AND CONSTRUCTION PROCESS

5.1 Design Review. Within sixty (60) days after the Effective Date, Cooperative shall provide Customer with preliminary engineering drawings and specifications for the Line Extension Facilities for Customer's review and comment. Such preliminary engineering drawings shall include, at a minimum, a single-line electrical diagram, proposed transmission line route, substation layout, transformer specifications and ratings, switchgear configuration, metering arrangement, and site grading and access plans for the Dedicated Substation area. Customer shall have thirty (30) days after receipt of the preliminary engineering drawings to provide written comments to Cooperative. Cooperative shall consider Customer's comments in good faith and shall incorporate such comments to the extent consistent with Cooperative's engineering standards, applicable codes and regulations, and sound engineering practice; provided, however, that Cooperative shall retain final authority over all design decisions. Customer's review and comment rights are advisory in nature, and Customer's failure to provide comments within the thirty (30)-day period shall be deemed acceptance of the preliminary design. Cooperative shall provide Customer with final engineering drawings and specifications prior to the Commencement of Construction. Customer acknowledges that the final engineering drawings may differ from the preliminary engineering drawings as a result of detailed design development, permitting requirements, field conditions, and other factors.

5.2 Changes in Scope. Any material change to the scope, capacity, configuration, or specifications of the Line Extension Facilities requested by Customer shall require the prior written agreement of both Parties (each such agreed change, a "Change in Scope"). A Change in Scope shall be documented in a written amendment or supplement to this Agreement (or a separate change order document incorporated by reference herein), which shall set forth a description of the proposed change, the impact on the construction schedule, and the incremental costs or savings associated with the change. Customer shall bear all incremental costs associated with a Customer-requested Change in Scope, which costs shall be in addition to the Funding Contribution. Cooperative may also propose or implement changes to the Line Extension Facilities that are necessary to comply with applicable codes, NESC requirements, regulatory requirements, or Cooperative's engineering standards; the costs of such Cooperative-initiated changes shall be borne by Cooperative unless such changes result in an increase in capacity beyond 120 MVA at Customer's request, in which case Customer shall bear the incremental costs of such capacity increase. Neither Party shall unreasonably withhold or delay its consent to a proposed Change in Scope that does not materially alter the fundamental scope of the Line Extension Facilities or materially increase the cost or delay the schedule.

5.3 Construction Schedule. Cooperative shall use commercially reasonable efforts to complete the design, engineering, procurement, permitting, construction, testing, and commissioning of the Line Extension Facilities and to achieve the Energization Date by June 1, 2027. Within ninety (90) days after the Effective Date, Cooperative shall provide Customer with a detailed construction schedule for the Line Extension Facilities, which schedule shall be updated and reissued on a quarterly basis (or more frequently if material changes occur). The construction schedule shall include, at a minimum, the following key milestones:

(a) Completion of preliminary and final engineering design;

(b) Submission and anticipated approval dates for all required Permits;

(c) Major equipment procurement, including anticipated order placement and delivery dates for transformers, switchgear, and other long-lead-time equipment;

(d) Site mobilization and Commencement of Construction;

(e) Foundation work for the Dedicated Substation;

(f) Equipment installation and erection;

(g) Electrical wiring and connection;

(h) Testing and commissioning; and

(i) Energization.

Cooperative acknowledges that Customer's overall Project construction schedule is dependent, in part, on the timely completion of the Line Extension Facilities, and Cooperative shall make reasonable efforts to coordinate its construction schedule with Customer's Project construction schedule.

5.4 Progress Reporting. During the period from the Commencement of Construction through the Energization Date (and through completion of all punch list items), Cooperative shall provide Customer with monthly written progress reports in the form attached hereto as Exhibit C (or such other form as the Parties may agree). Each progress report shall include, at a minimum:

(a) A summary of work performed during the reporting period;

(b) The estimated percentage of overall completion of the Line Extension Facilities;

(c) A budget status report showing costs incurred during the reporting period, cumulative costs incurred to date, and a comparison of cumulative costs to the overall budget ($18,500,000 Funding Contribution);

(d) A schedule status report comparing actual milestone dates to planned milestone dates and identifying any schedule variances;

(e) A summary of the status of outstanding Permits and regulatory approvals;

(f) A report on the status of major equipment deliveries;

(g) Identification of any issues, risks, or problems encountered during the reporting period, together with proposed mitigation measures;

(h) Representative photographs of work in progress; and

(i) A forecast of activities planned for the next reporting period.

Progress reports shall be delivered to Customer within ten (10) business days after the end of each calendar month. In addition to monthly progress reports, Cooperative shall promptly notify Customer of any event or circumstance that Cooperative reasonably believes will materially delay the Energization Date or materially increase the Actual Construction Costs.

5.5 Access and Coordination. Customer shall provide Cooperative and Cooperative's Contractor with reasonable access to the Meridian Parcel for all activities related to the design, engineering, and construction of the Line Extension Facilities, including the Dedicated Substation, access roads, fencing, and associated site improvements. Customer shall also provide Cooperative and Cooperative's Contractor with reasonable access to such portions of the Stonebridge Parcel as may be necessary for construction of the transmission line extension and any related infrastructure. Access shall be provided during normal business hours and, upon reasonable advance notice, at other times as required by the construction schedule. Cooperative's construction activities on the Campus Site shall be coordinated with Customer's overall Project construction schedule and activities. Customer has advised Cooperative that the target notice-to-proceed date for overall campus construction is November 1, 2025, and that construction will be managed by Kestrel Infrastructure Advisors, LLC (Diane Prescott) as Customer's owner's representative. Cooperative shall coordinate with Kestrel Infrastructure Advisors, LLC regarding scheduling, access, laydown areas, temporary utilities, and other logistical matters. Cooperative and Cooperative's Contractor shall comply with Customer's site safety protocols and procedures, as communicated to Cooperative in writing from time to time, and shall coordinate with Titan-McAllister Construction Group, LLC (Customer's EPC Contractor) to avoid interference with concurrent campus construction activities. In the event of any conflict between Cooperative's construction schedule and Customer's campus construction schedule, the Parties shall work in good faith to resolve such conflict. Customer shall not unreasonably restrict or delay Cooperative's access to the Campus Site.

ARTICLE VI — SUBSTATION EASEMENT

6.1 Grant of Easement. Customer shall, contemporaneously with or prior to the execution of this Agreement, execute and deliver the Substation Easement Agreement granting Cooperative a non-exclusive easement on a designated portion of the Meridian Parcel for the construction, installation, operation, maintenance, repair, replacement, and removal of the Dedicated Substation and all associated improvements. The Substation Easement Agreement shall be in form and substance as separately negotiated between the Parties and shall include, among other things, provisions governing the specific location and dimensions of the easement area, permitted uses, access rights, maintenance responsibilities, insurance requirements, indemnification obligations, term, and termination. The Substation Easement Agreement is a separate instrument and is not superseded by or merged into this Agreement.

6.2 Condition Precedent. The execution and delivery of the Substation Easement Agreement by Customer, in form and substance satisfactory to Cooperative, and the recordation thereof in the land records of Loudoun County, Virginia, shall be a condition precedent to Cooperative's obligation to commence construction of the Dedicated Substation on the Meridian Parcel. Cooperative shall have no obligation to commence or continue construction of the Dedicated Substation unless and until the Substation Easement Agreement has been duly executed, delivered, and recorded. If the Substation Easement Agreement is not executed, delivered, and recorded within sixty (60) days after the Effective Date, Cooperative may, in its discretion, suspend work on the Line Extension Facilities (other than design and engineering work that can proceed without access to the Meridian Parcel) until such condition is satisfied, and any resulting delay shall not be considered a failure by Cooperative to meet the Completion Date or the Outside Completion Date.

6.3 Lender Consent and Subordination. Customer acknowledges and agrees that the Campus Site is, or upon closing of Customer's construction financing will be, encumbered by a first-priority deed of trust (the "Deed of Trust") in favor of Summit National Bank, N.A., as Administrative Agent (the "Administrative Agent"), on behalf of a syndicate of lenders, securing a Three Hundred Ninety Million Dollar ($390,000,000) senior secured construction loan facility (the "Construction Loan"). Customer shall use commercially reasonable efforts to obtain from the Administrative Agent, on or before the recordation of the Substation Easement Agreement, a subordination, non-disturbance, and attornment agreement (or similar instrument) (an "SNDA") with respect to the Substation Easement Agreement, in form and substance reasonably acceptable to Cooperative. The SNDA shall provide, at a minimum, that (i) in the event of a foreclosure or deed-in-lieu-of-foreclosure under the Deed of Trust, the Substation Easement Agreement shall not be extinguished and shall remain binding upon any purchaser or transferee at foreclosure sale, and (ii) Cooperative's rights under the Substation Easement Agreement shall not be disturbed so long as Cooperative is not in default thereunder. Customer further acknowledges that, pursuant to the Construction Loan documents, Customer has granted or will grant to the Administrative Agent a collateral assignment of certain contracts, permits, and approvals related to the Project, and Customer shall ensure that such collateral assignment is consistent with and does not impair Cooperative's rights under this Agreement or the Substation Easement Agreement.

ARTICLE VII — TESTING AND ENERGIZATION

7.1 Testing. Prior to energization of the Dedicated Substation, Cooperative shall conduct, or cause Cooperative's Contractor to conduct, comprehensive testing and commissioning of the Line Extension Facilities in accordance with Cooperative's standards, applicable manufacturer recommendations, and industry best practices. Without limiting the generality of the foregoing, testing shall include:

(a) Power transformer commissioning, including insulation resistance testing, turns ratio testing, power factor testing, and dissolved gas analysis;

(b) 230kV and 34.5kV switchgear commissioning, including circuit breaker timing tests, contact resistance testing, and insulation testing;

(c) Protective relay testing and coordination studies, including primary and backup relay scheme verification, trip circuit testing, and coordination with Cooperative's system protection settings;

(d) Insulation resistance and power factor testing of all high-voltage cables, bus work, and connections;

(e) Load flow and fault current analysis verification, confirming that actual system parameters are consistent with the design studies and that the Line Extension Facilities can safely and reliably deliver the Contracted Demand;

(f) SCADA and communications system testing, including verification of all monitoring points, control functions, alarm annunciations, and data communication links to Cooperative's system operations center;

(g) Grounding system testing, including ground resistance measurements; and

(h) Such other tests as Cooperative deems necessary or appropriate to ensure the safe and reliable operation of the Line Extension Facilities.

Customer, and Customer's designated electrical engineer or consultant, shall have the right, but not the obligation, to witness all testing and commissioning activities. Cooperative shall provide Customer with at least ten (10) business days' advance written notice of the scheduled dates for major testing activities. Cooperative shall provide Customer with copies of all test reports and commissioning documentation upon completion of testing.

7.2 Energization. Energization of the Dedicated Substation shall occur when all of the following conditions have been satisfied:

(a) All testing and commissioning of the Line Extension Facilities has been satisfactorily completed, and Cooperative has determined, in its reasonable engineering judgment, that the Line Extension Facilities are safe and ready for energization;

(b) All required Permits for the construction and operation of the Line Extension Facilities have been obtained and are in full force and effect, and all conditions of such Permits have been satisfied or waived;

(c) Customer has paid all installments of the Funding Contribution that are then due and payable under Section 4.2, and no payment default exists under this Agreement;

(d) The Substation Easement Agreement has been duly executed by both Parties and recorded in the land records of Loudoun County, Virginia; and

(e) Cooperative has received all necessary interconnection approvals from PJM (if applicable) and has coordinated the energization with Cooperative's system operations center.

Cooperative shall provide Customer with at least fourteen (14) days' advance written notice of the anticipated Energization Date. The target Energization Date is June 1, 2027. Cooperative shall use commercially reasonable efforts to achieve the target Energization Date, subject to Force Majeure events, Permit delays, and other delays not within Cooperative's reasonable control. Customer acknowledges that the actual Energization Date may vary from the target date and that the target date is an estimate and not a guarantee.

7.3 Punch List. Within thirty (30) days after the Energization Date, representatives of Customer and Cooperative shall conduct a joint inspection of the Line Extension Facilities and shall jointly prepare a written punch list identifying minor items of incomplete or deficient work that do not affect the safe and reliable operation of the Line Extension Facilities but that require completion or correction. Cooperative shall complete or correct all punch list items within ninety (90) days after the date of the joint inspection, or such longer period as may be reasonably required for items involving long-lead-time materials or seasonal constraints. The existence of punch list items shall not delay the Energization Date or the commencement of electric service to Customer under the LLSA, provided that such items do not affect the safety or reliability of the Line Extension Facilities as determined by Cooperative in its reasonable engineering judgment.

ARTICLE VIII — REPRESENTATIONS AND WARRANTIES

8.1 Customer Representations. Customer represents and warrants to Cooperative, as of the Effective Date, as follows:

(a) Organization and Good Standing. Customer is a limited liability company duly organized, validly existing, and in good standing under the laws of the Commonwealth of Virginia, with its formation documents filed with the Virginia SCC. Customer is qualified to do business in the Commonwealth of Virginia and has all requisite power and authority to own its properties and to conduct its business as presently conducted.

(b) Authority and Enforceability. Customer has full power, authority, and legal capacity to execute, deliver, and perform this Agreement. The execution, delivery, and performance of this Agreement have been duly authorized by all necessary action on the part of Customer and its sole member, IHDC. This Agreement constitutes the legal, valid, and binding obligation of Customer, enforceable against Customer in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, and other laws affecting creditors' rights generally and to general principles of equity.

(c) No Conflicts. The execution, delivery, and performance of this Agreement by Customer do not and will not (i) violate or conflict with the organizational documents of Customer or IHDC, (ii) violate or conflict with any law, rule, regulation, order, judgment, or decree applicable to Customer, or (iii) violate, conflict with, result in a breach of, constitute a default under, or require the consent of any third party under any material agreement or instrument to which Customer is a party or by which Customer or its assets are bound, including without limitation the Construction Loan documents with Summit National Bank, N.A. as Administrative Agent, Cascade Commercial Lending Corp., and Harborview Trust Company.

(d) Title to Campus Site. Customer holds, or will hold at or prior to the closing of the Construction Loan, fee simple title to the Campus Site, including both the Stonebridge Parcel and the Meridian Parcel, free and clear of all liens, encumbrances, and restrictions except for (i) the Deed of Trust in favor of the Administrative Agent, (ii) easements and restrictions of record, (iii) real property taxes not yet due and payable, and (iv) any other liens or encumbrances permitted under the Construction Loan documents.

(e) No Litigation. There is no action, suit, proceeding, claim, arbitration, or investigation pending or, to Customer's knowledge, threatened against Customer or affecting the Campus Site that would materially impair Customer's ability to perform its obligations under this Agreement.

(f) Compliance with Laws. Customer is in compliance in all material respects with all laws, rules, regulations, and orders applicable to Customer and the Campus Site.

8.2 Cooperative Representations. Cooperative represents and warrants to Customer, as of the Effective Date, as follows:

(a) Organization and Existence. Cooperative is a Virginia electric cooperative duly organized and validly existing under the laws of the Commonwealth of Virginia, including the Virginia Electric Cooperative Act (Title 56, Chapter 9.1 of the Code of Virginia). Cooperative is authorized to engage in the business of generating, transmitting, distributing, and selling electric energy in the Commonwealth of Virginia.

(b) Authority and Enforceability. Cooperative has full power and authority to execute, deliver, and perform this Agreement and to design, construct, own, and operate the Line Extension Facilities. The execution, delivery, and performance of this Agreement have been duly authorized by all necessary action on the part of Cooperative, including any required approval by Cooperative's board of directors. This Agreement constitutes the legal, valid, and binding obligation of Cooperative, enforceable against Cooperative in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, and other laws affecting creditors' rights generally and to general principles of equity.

(c) Regulatory Approvals. Cooperative holds, or will timely obtain, all necessary regulatory approvals from the Virginia SCC, PJM, and other regulatory authorities for the construction, ownership, and operation of the Line Extension Facilities.

(d) Insurance. Cooperative maintains, or will maintain (or will require Cooperative's Contractor to maintain), insurance coverages in the types and amounts set forth in Article XI and Exhibit D, which are adequate for Cooperative's construction and operational activities in connection with the Line Extension Facilities.

(e) No Conflicts. The execution, delivery, and performance of this Agreement by Cooperative do not and will not violate or conflict with the organizational documents of Cooperative, any applicable law, regulation, or order, or any material agreement to which Cooperative is a party.

ARTICLE IX — TERM AND TERMINATION

9.1 Term. This Agreement shall become effective on the Effective Date and shall remain in full force and effect until the later of (a) the Energization Date and the completion of all punch list items in accordance with Section 7.3, and (b) the expiration or earlier termination of the LLSA. Notwithstanding the foregoing, the following provisions of this Agreement shall survive the expiration or termination of this Agreement for any reason: Section 2.3 (ownership of Line Extension Facilities), Article IV (to the extent of any outstanding payment obligations, cost reconciliation rights, or refund obligations), Article VIII (representations and warranties, for a period of two (2) years after expiration or termination), Article X (indemnification), Section 14.1 (confidentiality, for the period specified in Section 14.2), Article XV (dispute resolution), and Article XVI (general provisions), together with any other provisions that by their nature or express terms are intended to survive.

9.2 Termination by Customer. Customer may terminate this Agreement prior to the Commencement of Construction upon ninety (90) days' prior written notice to Cooperative. In the event of termination by Customer pursuant to this Section 9.2 prior to the Commencement of Construction, Customer shall reimburse Cooperative for all actual, documented, and reasonable costs incurred by Cooperative in connection with the design, engineering, permitting, and procurement of the Line Extension Facilities through the effective date of termination, including without limitation engineering fees, consulting fees, permit application fees, equipment deposits or restocking charges, and Cooperative's reasonable internal administrative costs; provided, however, that Customer's total reimbursement obligation under this Section 9.2 shall not exceed the aggregate amount of the Funding Contribution installments actually paid by Customer to Cooperative as of the date of termination. Cooperative shall provide Customer with a detailed accounting of all costs incurred within sixty (60) days after the effective date of termination, and any Funding Contribution amounts previously paid by Customer in excess of such documented costs shall be refunded to Customer within ninety (90) days after termination. After the Commencement of Construction, Customer may not terminate this Agreement without Cooperative's prior written consent, except in the event of an uncured material breach by Cooperative as set forth in Section 9.3. Except as provided in Section 4.5 (cost savings) and Section 9.3 (Cooperative default), no refund of any portion of the Funding Contribution shall be made to Customer upon termination under this Section 9.2.

9.3 Termination by Customer for Cooperative Default. If Cooperative fails to achieve the Energization Date by the Outside Completion Date (as such date may be extended for Force Majeure events under Article XII and Permit delays under Section 3.3), and such failure continues for a period of sixty (60) days after Customer's delivery of written notice to Cooperative specifying such failure and demanding cure, Customer may terminate this Agreement by delivering a second written notice of termination to Cooperative. Upon such termination, Cooperative shall refund to Customer all Funding Contribution amounts previously paid by Customer, less the fair value of any completed and functional portions of the Line Extension Facilities that have been installed and that can reasonably be utilized by Cooperative in its system (the "Fair Value Offset"). The Fair Value Offset, if any, shall be determined by mutual agreement of the Parties or, if the Parties cannot agree within thirty (30) days after the date of termination, by an independent appraiser selected jointly by the Parties (or, if the Parties cannot agree on an appraiser, by an appraiser appointed pursuant to the dispute resolution provisions of Article XV). Any refund due to Customer under this Section 9.3 shall be paid within ninety (90) days after the final determination of the Fair Value Offset.

9.4 Termination by Cooperative. Cooperative may terminate this Agreement upon written notice to Customer if any of the following events occurs:

(a) Payment Default. Customer fails to make any installment payment of the Funding Contribution within thirty (30) days after Cooperative's delivery of wr

LINE EXTENSION FUNDING AGREEMENT
Stonebridge Data Center Campus Dedicated 230kV/34.5kV Line Extension and Substation Infrastructure
Dated as of ___, 2025
by and between
STONEBRIDGE CAMPUS HOLDINGS LLC a Virginia limited liability company ("Customer" or "Applicant")
and
VANTAGE POWER COOPERATIVE a Virginia electric cooperative ("Cooperative" or "VPC")
Target execution concurrent with or prior to Construction Loan Closing — October 15, 2025
Right-click to update Table of Contents
LINE EXTENSION FUNDING AGREEMENT
This LINE EXTENSION FUNDING AGREEMENT (this "Agreement") is entered into as of ___, 2025 (the "Effective Date"), by and between STONEBRIDGE CAMPUS HOLDINGS LLC, a Virginia limited liability company ("Customer" or "Applicant"), and VANTAGE POWER COOPERATIVE, a Virginia electric cooperative ("Cooperative" or "VPC"). Customer and Cooperative are referred to herein individually as a "Party" and collectively as the "Parties."
RECITALS
A. Stonebridge Campus Holdings LLC is a single-purpose Virginia limited liability company wholly owned by Ironhaven Data Centers LLC ("IHDC"), a Delaware limited liability company headquartered at 44680 Prentice Drive, Suite 200, Ashburn, Virginia 20147. Customer was formed for the purpose of developing, owning, and operating the Stonebridge Data Center Campus (the "Project") located at the intersection of Belmont Ridge Road and Stonebridge Boulevard, in unincorporated Loudoun County, Virginia 20148, consisting of approximately 81.4 acres (the "Campus Site"), comprising 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 Project contemplates the construction of four data center buildings (Buildings A through D), a central utility plant, and associated infrastructure with an aggregate critical IT load capacity of 96 MW, requiring a contracted utility demand of 120 MVA (inclusive of mechanical cooling, electrical distribution losses, lighting, and site overhead loads).
C. Customer and Cooperative have entered into, or will contemporaneously enter into, that certain Large Load Service Agreement dated ___, 2025 (VPC Service Application No. LSA-2025-0091) (the "LLSA"), pursuant to which Cooperative will provide primary electric service to the Campus Site for a term of ten (10) years commencing on the date the Dedicated Substation (as defined below) is first energized and capable of delivering power to Customer's facilities.
D. In order to provide electric service at the capacity and voltage levels required by the LLSA, Cooperative must design, engineer, permit, and construct certain electric distribution and transmission infrastructure improvements, including a dedicated 230kV/34.5kV substation (the "Dedicated Substation") and related high-voltage line extensions (collectively, the "Line Extension Facilities"), from Cooperative's existing transmission and distribution system to the Campus Site. The Line Extension Facilities are necessary because Cooperative's existing infrastructure in the vicinity of the Campus Site does not possess sufficient capacity or appropriate voltage levels to serve Customer's anticipated load requirements.
E. The Dedicated Substation will be located on a designated portion of the Meridian Parcel pursuant to a separate Substation Easement Agreement to be entered into between Customer and Cooperative, the form and substance of which are being negotiated contemporaneously with this Agreement.
F. Cooperative's tariff, policies, and applicable Virginia law, including without limitation the Virginia Electric Utility Regulation Act (Title 56 of the Code of Virginia), permit Cooperative to require a contribution in aid of construction from a customer toward the cost of constructing Line Extension Facilities necessary to serve new large loads when such facilities are primarily or exclusively required to meet the demands of such customer.
G. Customer has agreed to contribute Eighteen Million Five Hundred Thousand Dollars ($18,500,000) (the "Funding Contribution") toward the design, engineering, permitting, and construction of the Line Extension Facilities, subject to the terms and conditions set forth in this Agreement, and Cooperative has agreed to design, engineer, permit, construct, own, operate, and maintain the Line Extension Facilities, subject to the terms and conditions hereof.
NOW, THEREFORE, in consideration of the mutual covenants, agreements, representations, and warranties set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
ARTICLE I — DEFINITIONS
1.1 Definitions. As used in this Agreement, the following terms shall have the meanings set forth below:
"Actual Construction Costs" means the total actual costs incurred by Cooperative and Cooperative's Contractor in connection with the design, engineering, procurement, permitting, and construction of the Line Extension Facilities, including all labor, materials, equipment, subcontractor costs, permit and application fees, insurance costs, bond premiums, engineering and consulting fees, testing and commissioning costs, and Cooperative's reasonable internal administrative costs allocable to the project, all as documented and substantiated in the final cost reconciliation statement delivered pursuant to Section 4.5.
"Agreement" means this Line Extension Funding Agreement, including all exhibits, schedules, and amendments hereto.
"Campus Site" means the approximately 81.4-acre project site in unincorporated Loudoun County, Virginia, consisting of the Stonebridge Parcel and the Meridian Parcel, located at the intersection of Belmont Ridge Road and Stonebridge Boulevard, Loudoun County, Virginia 20148.
"Change in Scope" has the meaning set forth in Section 5.2.
"Commencement of Construction" means the date on which Cooperative's Contractor first mobilizes to the Campus Site and commences physical construction activities related to the Line Extension Facilities, excluding preliminary survey, geotechnical, or environmental testing activities.
"Completion Date" means the date on which the Line Extension Facilities achieve energization and are capable of delivering the Contracted Demand to the Campus Site at the delivery point specified in the LLSA. The target Completion Date is June 1, 2027.
"Contracted Demand" means 120 MVA, as set forth in the LLSA, representing the aggregate electric demand that the Line Extension Facilities must be designed and constructed to deliver to the Campus Site.
"Cooperative" means Vantage Power Cooperative, a Virginia electric cooperative, and its permitted successors and assigns.
"Cooperative's Contractor" means the general contractor or contractors selected by Cooperative to design and construct the Line Extension Facilities, together with any subcontractors engaged by such contractor in connection with the work.
"Cost Overrun" means any amount by which the Actual Construction Costs exceed the Funding Contribution, as addressed in Section 4.4.
"Customer" means Stonebridge Campus Holdings LLC, a Virginia limited liability company, and its permitted successors and assigns.
"Dedicated Substation" means the dedicated 230kV/34.5kV electrical substation to be designed, engineered, and constructed by Cooperative on a designated portion of the Meridian Parcel, as more particularly described in Article II and depicted in Exhibit A, including all associated transformers, switchgear, protective relaying, controls, metering, communications and SCADA infrastructure, grading, access roads, fencing, and security improvements.
"Effective Date" has the meaning set forth in the preamble to this Agreement.
"Energization Date" means the date on which the Dedicated Substation is first energized and capable of delivering power to Customer's facilities at the delivery point specified in the LLSA, following successful completion of all testing and commissioning and satisfaction of all conditions precedent to energization set forth in Section 7.2. The target Energization Date is June 1, 2027.
"EPC Contractor" means Titan-McAllister Construction Group, LLC, the engineering, procurement, and construction contractor engaged by Customer for the overall construction of the Project.
"Force Majeure" has the meaning set forth in Section 12.1.
"Funding Contribution" means Eighteen Million Five Hundred Thousand Dollars ($18,500,000), the total amount payable by Customer to Cooperative for the Line Extension Facilities in accordance with Article IV.
"Funding Schedule" means the schedule of installment payments set forth in Section 4.2 and Exhibit B.
"IHDC" means Ironhaven Data Centers LLC, a Delaware limited liability company, the sole member of Customer, headquartered at 44680 Prentice Drive, Suite 200, Ashburn, Virginia 20147.
"LLSA" means the Large Load Service Agreement between Customer and Cooperative, dated ___, 2025, VPC Service Application No. LSA-2025-0091, as the same may be amended, supplemented, or restated from time to time.
"Line Extension Facilities" means, collectively, (i) the high-voltage transmission line extension from Cooperative's existing 230kV system to the Campus Site, (ii) the Dedicated Substation, including 230kV switchgear, power transformers (230kV to 34.5kV step-down), 34.5kV distribution switchgear, protective relaying and controls, revenue metering, communications and SCADA infrastructure, (iii) associated access roads, grading, fencing, and security improvements at the substation site, and (iv) all related infrastructure required to deliver the Contracted Demand from Cooperative's existing system to the Campus Site at the delivery point specified in the LLSA.
"Meridian Parcel" means the approximately 19.4-acre parcel of land located within the Campus Site, identified as Loudoun County Tax Map Reference /95-4A-2///.
"NESC" means the National Electrical Safety Code (ANSI C2), as in effect from time to time.
"Outside Completion Date" means the date that is twenty-four (24) months after the Commencement of Construction, as such date may be extended on a day-for-day basis by Force Majeure events in accordance with Article XII and permitting delays in accordance with Section 3.3.
"Party" and "Parties" have the meanings set forth in the preamble to this Agreement.
"Permits" means all governmental permits, licenses, approvals, authorizations, variances, exemptions, and consents required for the design, construction, installation, testing, energization, and operation of the Line Extension Facilities, including without limitation Virginia SCC approvals, Loudoun County building and grading permits, environmental permits, PJM Interconnection approvals, and right-of-way permits.
"PJM" means PJM Interconnection, L.L.C., the regional transmission organization that coordinates the movement of wholesale electricity in all or parts of thirteen states and the District of Columbia.
"Project" means the Stonebridge Data Center Campus, consisting of four data center buildings (Buildings A through D), a central utility plant, and associated infrastructure, to be constructed on the Campus Site.
"Stonebridge Parcel" means the approximately 62.0-acre parcel of land located within the Campus Site, identified as Loudoun County Tax Map Reference /95-4A-1///.
"Substation Easement Agreement" means the separate easement agreement between Customer and Cooperative granting Cooperative a non-exclusive easement on a designated portion of the Meridian Parcel for the construction, installation, operation, maintenance, repair, replacement, and removal of the Dedicated Substation and associated improvements.
"Virginia SCC" means the Virginia State Corporation Commission.
1.2 Interpretation. In this Agreement, unless the context otherwise requires:
(a) The terms "hereof," "herein," "hereunder," "hereto," and similar words refer to this Agreement as a whole and not to any particular section, article, exhibit, or schedule.
(b) References to any Article, Section, Exhibit, or Schedule are references to the Articles, Sections, Exhibits, or Schedules of this Agreement.
(c) The singular includes the plural and vice versa, and the masculine includes the feminine and neuter and vice versa.
(d) The words "include," "includes," and "including" shall be deemed to be followed by the phrase "without limitation."
(e) References to "days" mean calendar days unless "business days" are expressly specified.
(f) References to any agreement, instrument, or document mean such agreement, instrument, or document as amended, supplemented, restated, or modified from time to time in accordance with its terms.
(g) References to any law, statute, regulation, or code include any amendments, re-enactments, or successor legislation.
(h) Headings and captions are for convenience of reference only and shall not affect the interpretation of this Agreement.
(i) All exhibits and schedules attached hereto are incorporated herein by reference and made a part of this Agreement.
(j) In the event of a conflict between the body of this Agreement and any exhibit or schedule, the body of this Agreement shall control.
(k) References to monetary amounts are to United States Dollars unless otherwise specified.
ARTICLE II — SCOPE OF LINE EXTENSION FACILITIES
2.1 Description of Facilities. Cooperative shall design, engineer, procure, permit, and construct (through Cooperative's Contractor) the Line Extension Facilities, which shall consist of the following:
(a) High-Voltage Transmission Line Extension. A high-voltage transmission line extension from Cooperative's existing 230kV system to the Campus Site. The specific route of the transmission line extension shall be determined by Cooperative in its reasonable engineering judgment, taking into account applicable right-of-way constraints, environmental considerations, and permitting requirements. Customer shall have the right to provide reasonable input regarding the route, including input from Customer's civil engineer, Lumen Ridge Engineering, PLLC (Carlos Esteban, PE), and Customer's land use consultant, Cornerstone Land Use Consulting, LLC (Alan Mercer), and Cooperative shall give good faith consideration to such input; provided, however, that Cooperative shall retain final authority over route selection consistent with Cooperative's engineering standards, system reliability requirements, and regulatory obligations.
(b) Dedicated 230kV/34.5kV Substation. A dedicated 230kV/34.5kV substation to be constructed on a designated portion of the Meridian Parcel, as depicted on the preliminary site plan attached hereto as Exhibit A. The Dedicated Substation shall include, without limitation, the following major components and systems:
(i) 230kV switchgear, including circuit breakers, disconnect switches, and bus work;
(ii) Power transformers providing 230kV to 34.5kV step-down transformation, sized to accommodate the Contracted Demand of 120 MVA, including spare capacity and redundancy as required by Cooperative's engineering standards;
(iii) 34.5kV distribution switchgear, including circuit breakers, disconnect switches, bus work, and feeder positions in sufficient number and capacity to serve the phased energization of Buildings A through D and the central utility plant;
(iv) Protective relaying and control systems, including primary and backup protection schemes, supervisory control, and fault detection and isolation equipment;
(v) Revenue metering equipment and associated current and potential transformers, compliant with Cooperative's metering standards and the requirements of the LLSA;
(vi) Communications and SCADA (Supervisory Control and Data Acquisition) infrastructure, including fiber optic or other data communication links to Cooperative's system operations center, enabling remote monitoring, control, and data acquisition for the Dedicated Substation; and
(vii) Control building or enclosure housing protection, control, metering, and communications equipment.
(c) Site Improvements. Associated site improvements at the Dedicated Substation location on the Meridian Parcel, including:
(i) Site grading, drainage, and stormwater management improvements;
(ii) Access roads from existing public or private roads to the Dedicated Substation, of sufficient width and load-bearing capacity to accommodate Cooperative's maintenance vehicles and heavy equipment transport;
(iii) Perimeter fencing and security improvements, including locked gates, security lighting, signage, and any intrusion detection or surveillance systems required by Cooperative's standards; and
(iv) Landscaping and screening as may be required by applicable Loudoun County zoning or site plan approvals.
The Line Extension Facilities are more particularly depicted and described in the preliminary engineering drawings and specifications attached hereto as Exhibit A. Exhibit A is preliminary in nature and subject to revision during the detailed design phase in accordance with Section 5.1.
2.2 Cooperative's Responsibility for Design and Construction. Cooperative shall have sole and exclusive responsibility for all aspects of the design, engineering, procurement, permitting, and construction of the Line Extension Facilities. Cooperative shall select and engage Cooperative's Contractor to perform the design and construction work and shall manage and administer the construction contract(s) with Cooperative's Contractor. Customer shall have reasonable consultation rights with respect to the selection of Cooperative's Contractor, including the right to review the qualifications and experience of proposed contractors, but Customer shall not have approval authority over the selection of Cooperative's Contractor or any subcontractors. All design and construction work shall be performed in accordance with (i) Cooperative's engineering standards and construction specifications, as in effect from time to time, (ii) the NESC, (iii) all applicable federal, state, and local codes, ordinances, and regulations, (iv) applicable Virginia SCC regulations and requirements, and (v) PJM requirements applicable to the transmission-level interconnection. Cooperative shall be responsible for quality control and quality assurance of all work performed by Cooperative's Contractor.
2.3 Ownership of Line Extension Facilities. Upon completion and energization, the Line Extension Facilities, including the Dedicated Substation and all components thereof, shall be owned by Cooperative. Customer shall have no ownership interest in the Line Extension Facilities or any component thereof, and Customer shall not acquire any equity, lien, or other interest in the Line Extension Facilities by reason of the payment of the Funding Contribution. The Funding Contribution shall constitute a contribution in aid of construction and shall not be treated as a loan, equity investment, or capital contribution to Cooperative. Following the Energization Date, Cooperative shall be solely responsible for the ongoing operation, maintenance, repair, and replacement of the Line Extension Facilities, at Cooperative's cost and expense, in accordance with prudent utility practice and Cooperative's maintenance standards. Cooperative's rights to access, occupy, and use the portion of the Meridian Parcel on which the Dedicated Substation is located shall be governed by the Substation Easement Agreement, and this Section 2.3 is subject to and shall be read in conjunction with the provisions of the Substation Easement Agreement.
2.4 Capacity and Design Standard. The Line Extension Facilities shall be designed and constructed to deliver no less than 120 MVA to the Campus Site at the delivery point specified in the LLSA. The design shall be adequate to support continuous operation at the Contracted Demand level, including appropriate design margins for reliability and redundancy as required by Cooperative's engineering standards and applicable regulatory requirements. In addition, the design of the Line Extension Facilities, and in particular the 34.5kV distribution switchgear and feeder configuration within the Dedicated Substation, shall accommodate the phased energization of Buildings A through D consistent with the Project construction schedule. Customer has advised Cooperative that the target substantial completion date for Building A is August 1, 2027, with Buildings B through D targeted for substantial completion by November 1, 2027. Cooperative shall design the feeder configuration to permit sequential energization of individual buildings as they achieve readiness for electric service, without requiring the simultaneous completion of all buildings. Nothing in this Section 2.4 shall be construed to require Cooperative to design the Line Extension Facilities to deliver capacity in excess of 120 MVA unless mutually agreed in writing by the Parties pursuant to a Change in Scope under Section 5.2.
ARTICLE III — PERMITS AND APPROVALS
3.1 Cooperative's Permitting Obligations. Cooperative shall be responsible for identifying, applying for, and obtaining all Permits required for the design, construction, installation, testing, energization, and operation of the Line Extension Facilities, at Cooperative's cost and expense (which cost shall be included within the overall budget for the Line Extension Facilities and funded from the Funding Contribution). Without limiting the generality of the foregoing, Cooperative's permitting responsibilities shall include, as applicable:
(a) Virginia SCC approvals, if required, for the construction and operation of the Line Extension Facilities, including any certificates of public convenience and necessity or other regulatory authorizations;
(b) Loudoun County building permits, grading permits, and any site plan or special exception approvals required for the Dedicated Substation and associated site improvements on the Meridian Parcel;
(c) Environmental permits, including wetlands permits from the U.S. Army Corps of Engineers (if applicable), erosion and sediment control permits, stormwater management permits, and any permits required under the Virginia Water Protection Permit program;
(d) Any required approvals or authorizations from PJM Interconnection, L.L.C. for the transmission-level interconnection of the Line Extension Facilities to Cooperative's existing 230kV system, including without limitation interconnection study agreements, facilities study agreements, and interconnection service agreements;
(e) Right-of-way permits, encroachment permits, and road crossing permits for the transmission line route, including any permits required from the Virginia Department of Transportation, Loudoun County, or other governmental authorities having jurisdiction over public or private roads crossed by the transmission line; and
(f) Any other governmental or quasi-governmental permits, licenses, approvals, or authorizations required under applicable law for the Line Extension Facilities.
Cooperative shall prosecute all Permit applications diligently and in good faith, and shall keep Customer reasonably informed of the status of all pending Permit applications.
3.2 Customer's Cooperation. Customer shall reasonably cooperate with Cooperative in obtaining the Permits, at no material out-of-pocket cost to Customer (except as otherwise expressly provided in this Agreement). Without limiting the generality of the foregoing, Customer's cooperation obligations shall include:
(a) Granting Cooperative and Cooperative's Contractor reasonable access to the Meridian Parcel for the purpose of conducting surveys, environmental assessments, geotechnical investigations, inspections, and testing in connection with the permitting and design of the Line Extension Facilities, upon reasonable prior notice to Customer;
(b) Executing and delivering the Substation Easement Agreement in accordance with Article VI;
(c) Providing any landowner consents, certifications, or authorizations required for the transmission line route across any portion of Customer's property (including the Stonebridge Parcel and the Meridian Parcel), and executing any easement instruments or right-of-way documents reasonably required in connection therewith;
(d) Coordinating with Customer's civil engineer, Lumen Ridge Engineering, PLLC (Carlos Esteban, PE), and Customer's land use consultant, Cornerstone Land Use Consulting, LLC (Alan Mercer), as needed for integration of the Dedicated Substation and transmission line route with the overall campus site plan, including shared stormwater management facilities, access road connections, grading plans, and utility corridor coordination; and
(e) Providing such other cooperation as Cooperative may reasonably request in connection with Permit applications, including attendance at public hearings, provision of project information, and execution of applications requiring landowner signatures.
3.3 Permitting Delays. Any delay in obtaining Permits that is beyond the reasonable control of Cooperative, including without limitation delays caused by governmental or regulatory processing timelines, public hearings, administrative appeals, contested proceedings before the Virginia SCC, PJM interconnection queue delays, or environmental review requirements, shall extend the Outside Completion Date on a day-for-day basis for the period of such delay. Cooperative shall promptly notify Customer in writing of any anticipated or actual Permit delays, including the nature of the delay, the expected duration, and any actions Cooperative is taking or proposes to take to mitigate such delay. Cooperative shall use commercially reasonable efforts to minimize the impact of Permit delays on the construction schedule.
ARTICLE IV — FUNDING CONTRIBUTION AND PAYMENT
4.1 Amount of Funding Contribution. Customer shall pay to Cooperative a total Funding Contribution of Eighteen Million Five Hundred Thousand Dollars ($18,500,000) toward the cost of designing, engineering, permitting, and constructing the Line Extension Facilities, in accordance with the Funding Schedule set forth in Section 4.2 and Exhibit B. The Funding Contribution represents Customer's full and complete financial obligation for the Line Extension Facilities under this Agreement, subject only to Customer's obligations with respect to Customer-requested Changes in Scope under Section 5.2 and Customer's obligations arising from the exceptions set forth in Section 4.4(a) and Section 4.4(b). Except as expressly provided in Sections 4.4, 4.5, 5.2, and 9.3, Customer shall have no obligation to pay any amounts in excess of the Funding Contribution, and Cooperative shall have no obligation to refund any portion of the Funding Contribution to Customer.
4.2 Funding Schedule. The Funding Contribution shall be paid by Customer to Cooperative in four (4) installments, in the amounts and at the times set forth below:
(a) First Installment: Three Million Seven Hundred Thousand Dollars ($3,700,000), representing twenty percent (20%) of the Funding Contribution, shall be due and payable within thirty (30) days after the Effective Date. The First Installment shall constitute the design and engineering mobilization payment and shall be payable without further notice from Cooperative.
(b) Second Installment: Five Million Five Hundred Fifty Thousand Dollars ($5,550,000), representing thirty percent (30%) of the Funding Contribution, shall be due and payable within thirty (30) days after Cooperative's issuance of written notice to Customer that major equipment procurement has commenced. For purposes of this Section 4.2(b), "major equipment procurement" means the placement of binding purchase orders for the power transformers (230kV to 34.5kV step-down) and 230kV switchgear for the Dedicated Substation.
(c) Third Installment: Five Million Five Hundred Fifty Thousand Dollars ($5,550,000), representing thirty percent (30%) of the Funding Contribution, shall be due and payable within thirty (30) days after Cooperative's issuance of written notice to Customer that on-site construction of the Dedicated Substation has commenced. For purposes of this Section 4.2(c), "commencement of on-site construction" means the mobilization of Cooperative's Contractor to the Meridian Parcel for the purpose of commencing foundation or grading work for the Dedicated Substation.
(d) Fourth Installment (Final): Three Million Seven Hundred Thousand Dollars ($3,700,000), representing twenty percent (20%) of the Funding Contribution, shall be due and payable within thirty (30) days after Cooperative's issuance of written notice to Customer that mechanical completion of the Line Extension Facilities has been achieved, and in all events prior to the commencement of energization testing. For purposes of this Section 4.2(d), "mechanical completion" means that all major equipment has been installed, all electrical connections have been made, and the Line Extension Facilities are ready for testing and commissioning.
The total of all installments equals Eighteen Million Five Hundred Thousand Dollars ($18,500,000) ($3,700,000 + $5,550,000 + $5,550,000 + $3,700,000 = $18,500,000). The Funding Schedule is also set forth in tabular form in Exhibit B attached hereto. Cooperative shall provide Customer at least thirty (30) days' prior written notice of the anticipated date on which each installment (other than the First Installment) will become due, which notice shall include reasonable documentation supporting the occurrence or anticipated occurrence of the applicable trigger event.
4.3 Payment Mechanics. All payments of the Funding Contribution shall be made by wire transfer of immediately available funds to the bank account designated by Cooperative. Cooperative's wire transfer instructions are set forth in Exhibit E, and Cooperative may update such instructions from time to time by written notice to Customer delivered at least fifteen (15) days prior to any payment due date. Each payment shall reference this Agreement and the applicable installment number. Any installment payment not received by Cooperative on or before the applicable due date shall bear interest from and after such due date at the lesser of (i) one and one-half percent (1.5%) per month (eighteen percent (18.0%) per annum), compounded monthly, and (ii) the maximum rate of interest permitted under the laws of the Commonwealth of Virginia. The accrual of interest on late payments shall not constitute a waiver by Cooperative of any other rights or remedies available to Cooperative under this Agreement or at law or in equity, including the right to terminate this Agreement pursuant to Section 9.4(a).
4.4 Cost Overruns. In the event that the Actual Construction Costs of the Line Extension Facilities exceed the Funding Contribution (a "Cost Overrun"), Cooperative shall bear the Cost Overrun and Customer shall have no obligation to pay any amount in excess of the Funding Contribution; provided, however, that the foregoing allocation of Cost Overrun risk shall not apply, and Customer shall bear any additional costs, in the following circumstances:
(a) Customer-Requested Changes in Scope. If the Cost Overrun results, in whole or in part, from a Change in Scope requested by Customer and agreed to by the Parties pursuant to Section 5.2, Customer shall bear the incremental costs attributable to such Change in Scope, as documented in the applicable Change in Scope agreement. For purposes of this Section 4.4(a), "incremental costs" means the difference between the cost of the work as originally designed and the cost of the work as modified by the Change in Scope.
(b) Customer Delays. If the Cost Overrun results, in whole or in part, from Customer's failure to deliver timely access to the Meridian Parcel in accordance with Section 5.5, Customer's failure to execute and deliver the Substation Easement Agreement in accordance with Article VI, or any other material delay caused by Customer's breach of its obligations under this Agreement, Customer shall bear the additional costs directly attributable to such failure or delay, as reasonably documented by Cooperative.
In the event of a dispute as to whether a Cost Overrun falls within the exceptions set forth in Sections 4.4(a) or 4.4(b), such dispute shall be resolved in accordance with Article XV.
4.5 Cost Savings. In the event that the Actual Construction Costs of the Line Extension Facilities are less than the Funding Contribution, Cooperative shall refund the difference between the Funding Contribution and the Actual Construction Costs to Customer within ninety (90) days after final completion and close-out of the Line Extension Facilities construction, including resolution of all punch list items pursuant to Section 7.3 and finalization of all contractor invoices and change orders. Cooperative shall provide Customer with a detailed final cost reconciliation statement, accompanied by reasonable supporting documentation, within sixty (60) days after final completion and close-out. Customer shall have thirty (30) days after receipt of the final cost reconciliation statement to review and raise any objections thereto, and the Parties shall work in good faith to resolve any such objections. Any refund of Cost Savings shall be made by wire transfer to an account designated by Customer.
4.6 No Refund Upon Termination of LLSA. Except as expressly provided in Section 4.5 (cost savings refund) and Section 9.3 (refund upon termination for Cooperative default), no portion of the Funding Contribution previously paid by Customer shall be refundable to Customer upon (i) early termination of the LLSA by Customer or by Cooperative for Customer's default, (ii) early termination of this Agreement by Customer (other than pursuant to Section 9.3), or (iii) expiration of the LLSA at the end of its term. Customer acknowledges and agrees that the Funding Contribution constitutes a contribution in aid of construction and that the risk of loss of the Funding Contribution in the foregoing circumstances is a risk voluntarily assumed by Customer as part of the overall commercial arrangement between the Parties.
ARTICLE V — DESIGN AND CONSTRUCTION PROCESS
5.1 Design Review. Within sixty (60) days after the Effective Date, Cooperative shall provide Customer with preliminary engineering drawings and specifications for the Line Extension Facilities for Customer's review and comment. Such preliminary engineering drawings shall include, at a minimum, a single-line electrical diagram, proposed transmission line route, substation layout, transformer specifications and ratings, switchgear configuration, metering arrangement, and site grading and access plans for the Dedicated Substation area. Customer shall have thirty (30) days after receipt of the preliminary engineering drawings to provide written comments to Cooperative. Cooperative shall consider Customer's comments in good faith and shall incorporate such comments to the extent consistent with Cooperative's engineering standards, applicable codes and regulations, and sound engineering practice; provided, however, that Cooperative shall retain final authority over all design decisions. Customer's review and comment rights are advisory in nature, and Customer's failure to provide comments within the thirty (30)-day period shall be deemed acceptance of the preliminary design. Cooperative shall provide Customer with final engineering drawings and specifications prior to the Commencement of Construction. Customer acknowledges that the final engineering drawings may differ from the preliminary engineering drawings as a result of detailed design development, permitting requirements, field conditions, and other factors.
5.2 Changes in Scope. Any material change to the scope, capacity, configuration, or specifications of the Line Extension Facilities requested by Customer shall require the prior written agreement of both Parties (each such agreed change, a "Change in Scope"). A Change in Scope shall be documented in a written amendment or supplement to this Agreement (or a separate change order document incorporated by reference herein), which shall set forth a description of the proposed change, the impact on the construction schedule, and the incremental costs or savings associated with the change. Customer shall bear all incremental costs associated with a Customer-requested Change in Scope, which costs shall be in addition to the Funding Contribution. Cooperative may also propose or implement changes to the Line Extension Facilities that are necessary to comply with applicable codes, NESC requirements, regulatory requirements, or Cooperative's engineering standards; the costs of such Cooperative-initiated changes shall be borne by Cooperative unless such changes result in an increase in capacity beyond 120 MVA at Customer's request, in which case Customer shall bear the incremental costs of such capacity increase. Neither Party shall unreasonably withhold or delay its consent to a proposed Change in Scope that does not materially alter the fundamental scope of the Line Extension Facilities or materially increase the cost or delay the schedule.
5.3 Construction Schedule. Cooperative shall use commercially reasonable efforts to complete the design, engineering, procurement, permitting, construction, testing, and commissioning of the Line Extension Facilities and to achieve the Energization Date by June 1, 2027. Within ninety (90) days after the Effective Date, Cooperative shall provide Customer with a detailed construction schedule for the Line Extension Facilities, which schedule shall be updated and reissued on a quarterly basis (or more frequently if material changes occur). The construction schedule shall include, at a minimum, the following key milestones:
(a) Completion of preliminary and final engineering design;
(b) Submission and anticipated approval dates for all required Permits;
(c) Major equipment procurement, including anticipated order placement and delivery dates for transformers, switchgear, and other long-lead-time equipment;
(d) Site mobilization and Commencement of Construction;
(e) Foundation work for the Dedicated Substation;
(f) Equipment installation and erection;
(g) Electrical wiring and connection;
(h) Testing and commissioning; and
(i) Energization.
Cooperative acknowledges that Customer's overall Project construction schedule is dependent, in part, on the timely completion of the Line Extension Facilities, and Cooperative shall make reasonable efforts to coordinate its construction schedule with Customer's Project construction schedule.
5.4 Progress Reporting. During the period from the Commencement of Construction through the Energization Date (and through completion of all punch list items), Cooperative shall provide Customer with monthly written progress reports in the form attached hereto as Exhibit C (or such other form as the Parties may agree). Each progress report shall include, at a minimum:
(a) A summary of work performed during the reporting period;
(b) The estimated percentage of overall completion of the Line Extension Facilities;
(c) A budget status report showing costs incurred during the reporting period, cumulative costs incurred to date, and a comparison of cumulative costs to the overall budget ($18,500,000 Funding Contribution);
(d) A schedule status report comparing actual milestone dates to planned milestone dates and identifying any schedule variances;
(e) A summary of the status of outstanding Permits and regulatory approvals;
(f) A report on the status of major equipment deliveries;
(g) Identification of any issues, risks, or problems encountered during the reporting period, together with proposed mitigation measures;
(h) Representative photographs of work in progress; and
(i) A forecast of activities planned for the next reporting period.
Progress reports shall be delivered to Customer within ten (10) business days after the end of each calendar month. In addition to monthly progress reports, Cooperative shall promptly notify Customer of any event or circumstance that Cooperative reasonably believes will materially delay the Energization Date or materially increase the Actual Construction Costs.
5.5 Access and Coordination. Customer shall provide Cooperative and Cooperative's Contractor with reasonable access to the Meridian Parcel for all activities related to the design, engineering, and construction of the Line Extension Facilities, including the Dedicated Substation, access roads, fencing, and associated site improvements. Customer shall also provide Cooperative and Cooperative's Contractor with reasonable access to such portions of the Stonebridge Parcel as may be necessary for construction of the transmission line extension and any related infrastructure. Access shall be provided during normal business hours and, upon reasonable advance notice, at other times as required by the construction schedule. Cooperative's construction activities on the Campus Site shall be coordinated with Customer's overall Project construction schedule and activities. Customer has advised Cooperative that the target notice-to-proceed date for overall campus construction is November 1, 2025, and that construction will be managed by Kestrel Infrastructure Advisors, LLC (Diane Prescott) as Customer's owner's representative. Cooperative shall coordinate with Kestrel Infrastructure Advisors, LLC regarding scheduling, access, laydown areas, temporary utilities, and other logistical matters. Cooperative and Cooperative's Contractor shall comply with Customer's site safety protocols and procedures, as communicated to Cooperative in writing from time to time, and shall coordinate with Titan-McAllister Construction Group, LLC (Customer's EPC Contractor) to avoid interference with concurrent campus construction activities. In the event of any conflict between Cooperative's construction schedule and Customer's campus construction schedule, the Parties shall work in good faith to resolve such conflict. Customer shall not unreasonably restrict or delay Cooperative's access to the Campus Site.
ARTICLE VI — SUBSTATION EASEMENT
6.1 Grant of Easement. Customer shall, contemporaneously with or prior to the execution of this Agreement, execute and deliver the Substation Easement Agreement granting Cooperative a non-exclusive easement on a designated portion of the Meridian Parcel for the construction, installation, operation, maintenance, repair, replacement, and removal of the Dedicated Substation and all associated improvements. The Substation Easement Agreement shall be in form and substance as separately negotiated between the Parties and shall include, among other things, provisions governing the specific location and dimensions of the easement area, permitted uses, access rights, maintenance responsibilities, insurance requirements, indemnification obligations, term, and termination. The Substation Easement Agreement is a separate instrument and is not superseded by or merged into this Agreement.
6.2 Condition Precedent. The execution and delivery of the Substation Easement Agreement by Customer, in form and substance satisfactory to Cooperative, and the recordation thereof in the land records of Loudoun County, Virginia, shall be a condition precedent to Cooperative's obligation to commence construction of the Dedicated Substation on the Meridian Parcel. Cooperative shall have no obligation to commence or continue construction of the Dedicated Substation unless and until the Substation Easement Agreement has been duly executed, delivered, and recorded. If the Substation Easement Agreement is not executed, delivered, and recorded within sixty (60) days after the Effective Date, Cooperative may, in its discretion, suspend work on the Line Extension Facilities (other than design and engineering work that can proceed without access to the Meridian Parcel) until such condition is satisfied, and any resulting delay shall not be considered a failure by Cooperative to meet the Completion Date or the Outside Completion Date.
6.3 Lender Consent and Subordination. Customer acknowledges and agrees that the Campus Site is, or upon closing of Customer's construction financing will be, encumbered by a first-priority deed of trust (the "Deed of Trust") in favor of Summit National Bank, N.A., as Administrative Agent (the "Administrative Agent"), on behalf of a syndicate of lenders, securing a Three Hundred Ninety Million Dollar ($390,000,000) senior secured construction loan facility (the "Construction Loan"). Customer shall use commercially reasonable efforts to obtain from the Administrative Agent, on or before the recordation of the Substation Easement Agreement, a subordination, non-disturbance, and attornment agreement (or similar instrument) (an "SNDA") with respect to the Substation Easement Agreement, in form and substance reasonably acceptable to Cooperative. The SNDA shall provide, at a minimum, that (i) in the event of a foreclosure or deed-in-lieu-of-foreclosure under the Deed of Trust, the Substation Easement Agreement shall not be extinguished and shall remain binding upon any purchaser or transferee at foreclosure sale, and (ii) Cooperative's rights under the Substation Easement Agreement shall not be disturbed so long as Cooperative is not in default thereunder. Customer further acknowledges that, pursuant to the Construction Loan documents, Customer has granted or will grant to the Administrative Agent a collateral assignment of certain contracts, permits, and approvals related to the Project, and Customer shall ensure that such collateral assignment is consistent with and does not impair Cooperative's rights under this Agreement or the Substation Easement Agreement.
ARTICLE VII — TESTING AND ENERGIZATION
7.1 Testing. Prior to energization of the Dedicated Substation, Cooperative shall conduct, or cause Cooperative's Contractor to conduct, comprehensive testing and commissioning of the Line Extension Facilities in accordance with Cooperative's standards, applicable manufacturer recommendations, and industry best practices. Without limiting the generality of the foregoing, testing shall include:
(a) Power transformer commissioning, including insulation resistance testing, turns ratio testing, power factor testing, and dissolved gas analysis;
(b) 230kV and 34.5kV switchgear commissioning, including circuit breaker timing tests, contact resistance testing, and insulation testing;
(c) Protective relay testing and coordination studies, including primary and backup relay scheme verification, trip circuit testing, and coordination with Cooperative's system protection settings;
(d) Insulation resistance and power factor testing of all high-voltage cables, bus work, and connections;
(e) Load flow and fault current analysis verification, confirming that actual system parameters are consistent with the design studies and that the Line Extension Facilities can safely and reliably deliver the Contracted Demand;
(f) SCADA and communications system testing, including verification of all monitoring points, control functions, alarm annunciations, and data communication links to Cooperative's system operations center;
(g) Grounding system testing, including ground resistance measurements; and
(h) Such other tests as Cooperative deems necessary or appropriate to ensure the safe and reliable operation of the Line Extension Facilities.
Customer, and Customer's designated electrical engineer or consultant, shall have the right, but not the obligation, to witness all testing and commissioning activities. Cooperative shall provide Customer with at least ten (10) business days' advance written notice of the scheduled dates for major testing activities. Cooperative shall provide Customer with copies of all test reports and commissioning documentation upon completion of testing.
7.2 Energization. Energization of the Dedicated Substation shall occur when all of the following conditions have been satisfied:
(a) All testing and commissioning of the Line Extension Facilities has been satisfactorily completed, and Cooperative has determined, in its reasonable engineering judgment, that the Line Extension Facilities are safe and ready for energization;
(b) All required Permits for the construction and operation of the Line Extension Facilities have been obtained and are in full force and effect, and all conditions of such Permits have been satisfied or waived;
(c) Customer has paid all installments of the Funding Contribution that are then due and payable under Section 4.2, and no payment default exists under this Agreement;
(d) The Substation Easement Agreement has been duly executed by both Parties and recorded in the land records of Loudoun County, Virginia; and
(e) Cooperative has received all necessary interconnection approvals from PJM (if applicable) and has coordinated the energization with Cooperative's system operations center.
Cooperative shall provide Customer with at least fourteen (14) days' advance written notice of the anticipated Energization Date. The target Energization Date is June 1, 2027. Cooperative shall use commercially reasonable efforts to achieve the target Energization Date, subject to Force Majeure events, Permit delays, and other delays not within Cooperative's reasonable control. Customer acknowledges that the actual Energization Date may vary from the target date and that the target date is an estimate and not a guarantee.
7.3 Punch List. Within thirty (30) days after the Energization Date, representatives of Customer and Cooperative shall conduct a joint inspection of the Line Extension Facilities and shall jointly prepare a written punch list identifying minor items of incomplete or deficient work that do not affect the safe and reliable operation of the Line Extension Facilities but that require completion or correction. Cooperative shall complete or correct all punch list items within ninety (90) days after the date of the joint inspection, or such longer period as may be reasonably required for items involving long-lead-time materials or seasonal constraints. The existence of punch list items shall not delay the Energization Date or the commencement of electric service to Customer under the LLSA, provided that such items do not affect the safety or reliability of the Line Extension Facilities as determined by Cooperative in its reasonable engineering judgment.
ARTICLE VIII — REPRESENTATIONS AND WARRANTIES
8.1 Customer Representations. Customer represents and warrants to Cooperative, as of the Effective Date, as follows:
(a) Organization and Good Standing. Customer is a limited liability company duly organized, validly existing, and in good standing under the laws of the Commonwealth of Virginia, with its formation documents filed with the Virginia SCC. Customer is qualified to do business in the Commonwealth of Virginia and has all requisite power and authority to own its properties and to conduct its business as presently conducted.
(b) Authority and Enforceability. Customer has full power, authority, and legal capacity to execute, deliver, and perform this Agreement. The execution, delivery, and performance of this Agreement have been duly authorized by all necessary action on the part of Customer and its sole member, IHDC. This Agreement constitutes the legal, valid, and binding obligation of Customer, enforceable against Customer in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, and other laws affecting creditors' rights generally and to general principles of equity.
(c) No Conflicts. The execution, delivery, and performance of this Agreement by Customer do not and will not (i) violate or conflict with the organizational documents of Customer or IHDC, (ii) violate or conflict with any law, rule, regulation, order, judgment, or decree applicable to Customer, or (iii) violate, conflict with, result in a breach of, constitute a default under, or require the consent of any third party under any material agreement or instrument to which Customer is a party or by which Customer or its assets are bound, including without limitation the Construction Loan documents with Summit National Bank, N.A. as Administrative Agent, Cascade Commercial Lending Corp., and Harborview Trust Company.
(d) Title to Campus Site. Customer holds, or will hold at or prior to the closing of the Construction Loan, fee simple title to the Campus Site, including both the Stonebridge Parcel and the Meridian Parcel, free and clear of all liens, encumbrances, and restrictions except for (i) the Deed of Trust in favor of the Administrative Agent, (ii) easements and restrictions of record, (iii) real property taxes not yet due and payable, and (iv) any other liens or encumbrances permitted under the Construction Loan documents.
(e) No Litigation. There is no action, suit, proceeding, claim, arbitration, or investigation pending or, to Customer's knowledge, threatened against Customer or affecting the Campus Site that would materially impair Customer's ability to perform its obligations under this Agreement.
(f) Compliance with Laws. Customer is in compliance in all material respects with all laws, rules, regulations, and orders applicable to Customer and the Campus Site.
8.2 Cooperative Representations. Cooperative represents and warrants to Customer, as of the Effective Date, as follows:
(a) Organization and Existence. Cooperative is a Virginia electric cooperative duly organized and validly existing under the laws of the Commonwealth of Virginia, including the Virginia Electric Cooperative Act (Title 56, Chapter 9.1 of the Code of Virginia). Cooperative is authorized to engage in the business of generating, transmitting, distributing, and selling electric energy in the Commonwealth of Virginia.
(b) Authority and Enforceability. Cooperative has full power and authority to execute, deliver, and perform this Agreement and to design, construct, own, and operate the Line Extension Facilities. The execution, delivery, and performance of this Agreement have been duly authorized by all necessary action on the part of Cooperative, including any required approval by Cooperative's board of directors. This Agreement constitutes the legal, valid, and binding obligation of Cooperative, enforceable against Cooperative in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, and other laws affecting creditors' rights generally and to general principles of equity.
(c) Regulatory Approvals. Cooperative holds, or will timely obtain, all necessary regulatory approvals from the Virginia SCC, PJM, and other regulatory authorities for the construction, ownership, and operation of the Line Extension Facilities.
(d) Insurance. Cooperative maintains, or will maintain (or will require Cooperative's Contractor to maintain), insurance coverages in the types and amounts set forth in Article XI and Exhibit D, which are adequate for Cooperative's construction and operational activities in connection with the Line Extension Facilities.
(e) No Conflicts. The execution, delivery, and performance of this Agreement by Cooperative do not and will not violate or conflict with the organizational documents of Cooperative, any applicable law, regulation, or order, or any material agreement to which Cooperative is a party.
ARTICLE IX — TERM AND TERMINATION
9.1 Term. This Agreement shall become effective on the Effective Date and shall remain in full force and effect until the later of (a) the Energization Date and the completion of all punch list items in accordance with Section 7.3, and (b) the expiration or earlier termination of the LLSA. Notwithstanding the foregoing, the following provisions of this Agreement shall survive the expiration or termination of this Agreement for any reason: Section 2.3 (ownership of Line Extension Facilities), Article IV (to the extent of any outstanding payment obligations, cost reconciliation rights, or refund obligations), Article VIII (representations and warranties, for a period of two (2) years after expiration or termination), Article X (indemnification), Section 14.1 (confidentiality, for the period specified in Section 14.2), Article XV (dispute resolution), and Article XVI (general provisions), together with any other provisions that by their nature or express terms are intended to survive.
9.2 Termination by Customer. Customer may terminate this Agreement prior to the Commencement of Construction upon ninety (90) days' prior written notice to Cooperative. In the event of termination by Customer pursuant to this Section 9.2 prior to the Commencement of Construction, Customer shall reimburse Cooperative for all actual, documented, and reasonable costs incurred by Cooperative in connection with the design, engineering, permitting, and procurement of the Line Extension Facilities through the effective date of termination, including without limitation engineering fees, consulting fees, permit application fees, equipment deposits or restocking charges, and Cooperative's reasonable internal administrative costs; provided, however, that Customer's total reimbursement obligation under this Section 9.2 shall not exceed the aggregate amount of the Funding Contribution installments actually paid by Customer to Cooperative as of the date of termination. Cooperative shall provide Customer with a detailed accounting of all costs incurred within sixty (60) days after the effective date of termination, and any Funding Contribution amounts previously paid by Customer in excess of such documented costs shall be refunded to Customer within ninety (90) days after termination. After the Commencement of Construction, Customer may not terminate this Agreement without Cooperative's prior written consent, except in the event of an uncured material breach by Cooperative as set forth in Section 9.3. Except as provided in Section 4.5 (cost savings) and Section 9.3 (Cooperative default), no refund of any portion of the Funding Contribution shall be made to Customer upon termination under this Section 9.2.
9.3 Termination by Customer for Cooperative Default. If Cooperative fails to achieve the Energization Date by the Outside Completion Date (as such date may be extended for Force Majeure events under Article XII and Permit delays under Section 3.3), and such failure continues for a period of sixty (60) days after Customer's delivery of written notice to Cooperative specifying such failure and demanding cure, Customer may terminate this Agreement by delivering a second written notice of termination to Cooperative. Upon such termination, Cooperative shall refund to Customer all Funding Contribution amounts previously paid by Customer, less the fair value of any completed and functional portions of the Line Extension Facilities that have been installed and that can reasonably be utilized by Cooperative in its system (the "Fair Value Offset"). The Fair Value Offset, if any, shall be determined by mutual agreement of the Parties or, if the Parties cannot agree within thirty (30) days after the date of termination, by an independent appraiser selected jointly by the Parties (or, if the Parties cannot agree on an appraiser, by an appraiser appointed pursuant to the dispute resolution provisions of Article XV). Any refund due to Customer under this Section 9.3 shall be paid within ninety (90) days after the final determination of the Fair Value Offset.
9.4 Termination by Cooperative. Cooperative may terminate this Agreement upon written notice to Customer if any of the following events occurs:
(a) Payment Default. Customer fails to make any installment payment of the Funding Contribution within thirty (30) days after Cooperative's delivery of wr

LINE EXTENSION FUNDING AGREEMENT

LINE EXTENSION FUNDING AGREEMENT

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