1043-00003 · Ironhaven Loudoun Edge LLC · Closing

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BORROWER'S CLOSING CERTIFICATE AND SECRETARY'S CERTIFICATE

Ironhaven Loudoun Edge LLC

March 18, 2024

Delivered to:

Pinnacle Federal Savings Bank 800 Constitution Avenue NW, Suite 550 Washington, DC 20001

Attention: Commercial Real Estate Lending Division

Re: Construction Loan Agreement dated as of March 18, 2024 (the "Loan Agreement"), by and between Ironhaven Loudoun Edge LLC, a Virginia limited liability company (the "Borrower"), and Pinnacle Federal Savings Bank, a federally chartered savings bank (the "Lender"), providing for a $45,000,000 Construction-to-Permanent Loan Facility (the "Loan") in connection with the development of the Loudoun Edge Facility located at 44350 Prentice Drive, Ashburn, Loudoun County, Virginia 20147 (the "Project" or the "Project Site").

Capitalized terms used but not otherwise defined in this Borrower's Closing Certificate and Secretary's Certificate (this "Certificate") shall have the respective meanings ascribed to such terms in the Loan Agreement.

RECITALS

A. The undersigned is the duly authorized representative of Ironhaven Loudoun Edge LLC, a Virginia limited liability company (the "Borrower"), organized and existing under the laws of the Commonwealth of Virginia, Virginia State Corporation Commission Entity ID S9103284, Federal Employer Identification Number 93-4178226. The undersigned has been duly authorized by the sole member of the Borrower to execute and deliver this Certificate in connection with the Loan and the transactions contemplated by the Loan Agreement and the other Loan Documents.

B. The Borrower is a single-purpose, bankruptcy-remote entity formed on January 8, 2024, under the Virginia Limited Liability Company Act, Chapter 12 of Title 13.1 of the Code of Virginia, as amended. The sole member of the Borrower is Ironhaven Data Centers LLC, a Virginia limited liability company ("IHDC"), Virginia State Corporation Commission Entity ID S7842196, Federal Employer Identification Number 84-3291057. IHDC holds a one hundred percent (100%) membership interest in the Borrower.

C. IHDC is headquartered at 1900 Dominion Tower, Suite 400, Tysons Corner, Virginia 22182, and is engaged in the business of developing, owning, and operating data center facilities throughout the Mid-Atlantic region of the United States.

D. Cobalt Ridge Capital Partners, LP, a Delaware limited partnership ("Cobalt Ridge"), Federal Employer Identification Number 82-6504391, holds an eighty-two percent (82%) membership interest in IHDC. The general partner of Cobalt Ridge is Cobalt Ridge GP LLC, a Delaware limited liability company. Cobalt Ridge maintains its principal office at 300 Park Avenue South, 14th Floor, New York, New York 10010. Cobalt Ridge is a private equity firm focused on digital infrastructure investments and serves as the primary equity sponsor of the Project.

E. This Certificate is delivered pursuant to Section 4.01(d) of the Loan Agreement as a condition precedent to the initial closing of the Loan on the date hereof, and is being delivered in connection with the satisfaction of all conditions precedent set forth in Article IV of the Loan Agreement.

F. The Borrower's registered agent for service of process in the Commonwealth of Virginia is Commonwealth Registered Agents Inc., located at 1021 E. Cary Street, Richmond, Virginia 23219. The Borrower's registered agent designation is current and in good standing with the Virginia State Corporation Commission as of the date hereof.

PART I — OFFICER'S / AUTHORIZED REPRESENTATIVE'S CERTIFICATE

The undersigned, in the capacity of authorized representative of Ironhaven Loudoun Edge LLC, acting on behalf of Ironhaven Data Centers LLC, as the sole member of the Borrower, hereby certifies to the Lender as follows:

Section 1. Representations and Warranties

The undersigned hereby certifies that each of the representations and warranties made by the Borrower in Article V of the Loan Agreement and in each of the other Loan Documents (including, without limitation, the Promissory Note dated as of March 18, 2024, in the principal amount of $45,000,000, the Deed of Trust, Assignment of Leases and Rents, Security Agreement, and Fixture Filing encumbering the Project Site, the Collateral Assignment of Construction Contract, Plans, and Permits, the Cash Management Agreement, the Environmental Indemnity Agreement, the Pledge Agreement, and each other instrument, agreement, and certificate delivered in connection therewith) is true, correct, and complete in all material respects as of the date hereof, with the same force and effect as though such representations and warranties had been made on and as of the date hereof.

To the extent any such representation or warranty contained in the Loan Agreement or any other Loan Document is expressly stated to relate to a specific earlier date, the undersigned certifies that such representation or warranty is true and correct in all material respects as of such earlier date. No information, exhibit, financial statement, document, book, record, or report furnished or to be furnished by or on behalf of the Borrower to the Lender in connection with the Loan Agreement or any Loan Document contains or will contain any material misstatement of fact or omits or will omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were or are made, not misleading.

Section 2. No Default

No Default or Event of Default (as each such term is defined in the Loan Agreement) under the Loan Agreement or any other Loan Document has occurred and is continuing as of the date hereof. No event, condition, or circumstance exists that, with the giving of notice, the lapse of time, or both, would constitute a Default or an Event of Default under the Loan Agreement or any other Loan Document. The consummation of the transactions contemplated by the Loan Documents will not result in, or give rise to, any Default or Event of Default under the Loan Agreement or any other Loan Document, and will not violate, conflict with, or result in a breach of any term, condition, or provision of the Borrower's organizational documents, any applicable law, rule, regulation, order, judgment, or decree, or any contract, agreement, mortgage, deed of trust, or other instrument to which the Borrower is a party or by which the Borrower or any of its properties may be bound.

Section 3. Conditions Precedent

The undersigned hereby certifies that all conditions precedent to the obligations of the Lender to make the Loan, as set forth in Article IV of the Loan Agreement, have been satisfied or waived in writing by the Lender as of the date hereof, including, without limitation, each of the following:

(a) Execution and Delivery of Loan Documents. Each of the following Loan Documents has been duly executed and delivered by all parties thereto, and each such Loan Document constitutes the legal, valid, and binding obligation of the Borrower and each other party thereto, enforceable against such party in accordance with its terms (subject to customary bankruptcy, insolvency, and equitable exceptions):

(i) the Loan Agreement, dated as of March 18, 2024, by and between the Borrower and the Lender;

(ii) the Promissory Note, dated as of March 18, 2024, in the principal amount of Forty-Five Million and No/100 Dollars ($45,000,000), executed by the Borrower in favor of the Lender;

(iii) the Deed of Trust, Assignment of Leases and Rents, Security Agreement, and Fixture Filing (the "Deed of Trust"), encumbering the Project Site located at 44350 Prentice Drive, Ashburn, Loudoun County, Virginia 20147, Tax Map Parcel No. 087-23-5571, granted by the Borrower to the benefit of the Lender, to be recorded in the land records of Loudoun County, Virginia;

(iv) the Completion Guaranty, dated as of March 18, 2024, executed by Cobalt Ridge Capital Partners, LP, in favor of the Lender, guaranteeing the lien-free completion of the Project in accordance with the approved plans and specifications and the approved project budget;

(v) the Environmental Indemnity Agreement, dated as of March 18, 2024, executed jointly and severally by Ironhaven Data Centers LLC and Cobalt Ridge Capital Partners, LP, in favor of the Lender;

(vi) the Collateral Assignment of Construction Contract, Plans, and Permits, dated as of March 18, 2024, executed by the Borrower in favor of the Lender, assigning all of the Borrower's right, title, and interest in and to the GMP construction contract with Marlowe Asset Management-Pacific Construction, Inc. and all related plans, specifications, permits, licenses, and governmental approvals;

(vii) the Cash Management Agreement, dated as of March 18, 2024, by and among the Borrower, the Lender, and the depository bank designated therein, establishing the lockbox account, the cash management account, and the waterfall provisions for application of project revenues;

(viii) the Pledge Agreement, dated as of March 18, 2024, executed by Ironhaven Data Centers LLC in favor of the Lender, pledging one hundred percent (100%) of the membership interests in the Borrower as additional collateral for the Loan; and

(ix) all other instruments, agreements, certificates, and documents required to be delivered pursuant to the Loan Agreement.

(b) Organizational Documents. All organizational documents of the Borrower and IHDC, as described more fully in Part II of this Certificate, have been delivered to the Lender, and certified copies thereof are attached hereto as Exhibits A through F.

(c) Legal Opinion. The Lender has received the legal opinion letter of Calderwood & Harkness LLP, counsel to the Borrower (prepared by Angela Fontaine, Partner), dated the date hereof, addressed to the Lender, covering such matters as the due organization and good standing of the Borrower, the power and authority of the Borrower to enter into the Loan Documents, the due authorization, execution, and delivery of the Loan Documents, the enforceability of the Loan Documents, the non-contravention of applicable law and organizational documents, and such other matters as the Lender has reasonably requested.

(d) Title Insurance. The Lender has received the title insurance commitment (Commitment No. MC-2024-008193) issued by Meridian Surety & Title Company (Karen Pavelka, Title Officer), confirming the first-priority lien status of the Deed of Trust, free and clear of all liens, encumbrances, and exceptions other than the Permitted Exceptions (as defined in the Loan Agreement). The lender's ALTA title insurance policy shall be issued in the amount of Forty-Five Million and No/100 Dollars ($45,000,000) and shall be effective as of the date of recordation of the Deed of Trust. The title commitment reflects no material exceptions, defects, or objections that have not been approved by the Lender in writing.

(e) Appraisal. The Lender has received the appraisal report prepared by Graystone Appraisal Group LLC (David Huang, MAI, Certified General Appraiser), dated February 12, 2024, in conformance with the Uniform Standards of Professional Appraisal Practice (USPAP) and the requirements of the Financial Institutions Reform, Recovery, and Enforcement Act of 1989 (FIRREA), reflecting the following valuations of the Project:

• As-Is Market Value (unimproved land): $8,500,000

• Prospective As-Completed Market Value: $62,000,000

• Prospective As-Stabilized Market Value: $74,500,000

Based on the as-stabilized appraised value of $74,500,000, the loan-to-value ratio of the Loan is sixty and four-tenths percent (60.4%), which is within the maximum loan-to-value ratio permitted under the Loan Agreement.

(f) Environmental Assessment. The Lender has received the Phase I Environmental Site Assessment of the Project Site, dated February 16, 2024, prepared by Environmental Compliance Associates, Inc. in accordance with ASTM Standard E1527-21, which report identifies no recognized environmental conditions ("RECs"), controlled recognized environmental conditions, or historical recognized environmental conditions requiring remediation, investigation, or further assessment at the Project Site.

(g) Building Permit. The Lender has received evidence that Building Permit No. BLD-2024-001287 has been duly issued by the Department of Building and Development, Loudoun County, Virginia, on February 28, 2024, authorizing the construction of the Project in accordance with the approved plans and specifications, and that such Building Permit is in full force and effect as of the date hereof.

(h) Zoning Compliance. The Lender has received the zoning compliance opinion letter from Fenwick, Gallo & Stein LLP (Patricia Gallo, Partner), dated March 4, 2024, confirming that the Project Site is zoned PD-IP (Planned Development — Industrial Park) under the Loudoun County Revised 1993 Zoning Ordinance, as amended, and that the proposed data center use is a permitted use by right within the PD-IP zoning classification. The zoning opinion letter further confirms that the Project, as designed and to be constructed in accordance with the approved plans and specifications, complies with all applicable setback, height, lot coverage, parking, and other dimensional requirements of the applicable zoning ordinance, and that no variance, special exception, or conditional use permit is required.

(i) Construction Contract. The Lender has received a certified copy of the fully executed Guaranteed Maximum Price ("GMP") construction contract between the Borrower and Marlowe Asset Management-Pacific Construction, Inc. (Robert Castellano, President), with principal offices at 22600 Gateway Center Drive, Suite 300, Sterling, Virginia 20166, in the guaranteed maximum price of Thirty-Three Million Seven Hundred Fifty Thousand and No/100 Dollars ($33,750,000) (the "Construction Contract"). The Construction Contract includes all terms and provisions required by the Loan Agreement. In addition, the Lender has received copies of the payment bond and performance bond, each in the penal sum of $33,750,000, issued by Allegiance Bond & Casualty Co. (A.M. Best Rating: A, XV) in favor of the Borrower as obligee, naming the Lender as a dual obligee, and such bonds are in full force and effect as of the date hereof.

(j) Builder's Risk Insurance. The Lender has received evidence of builder's risk insurance coverage issued by Atlas Property & Casualty Insurance Company under Policy No. BRA-2024-00417, providing all-risk coverage in the amount of Forty-Eight Million and No/100 Dollars ($48,000,000) on a replacement cost basis, with coverage effective from the date of commencement of construction through the earlier of (i) final completion of the Project and (ii) the expiration of the policy period. Pinnacle Federal Savings Bank has been named as an additional insured and as loss payee under such policy, and the policy includes a lender's loss payable endorsement and a provision requiring not less than thirty (30) days' prior written notice to the Lender of any cancellation, non-renewal, or material modification of coverage.

(k) Independent Engineer's Certification. The Lender has received the initial certification letter of the independent engineer, Whitmore & Associates, PC (James A. Whitmore, PE, Principal), dated March 11, 2024, confirming (i) review and approval of the project plans and specifications prepared by Meridian Architects LLC, (ii) review and approval of the construction budget, (iii) the feasibility of the construction schedule, (iv) the adequacy of the GMP to complete the Project in accordance with the plans and specifications, and (v) the overall constructability and engineering soundness of the Project design.

(l) Pre-Lease Agreements. The Lender has received certified copies of the following executed pre-lease agreements, each of which is in full force and effect as of the date hereof:

(1) Sentinel Cloud Services, Inc. — A ten (10) year triple net (NNN) lease for approximately twenty-two thousand (22,000) rentable square feet (approximately 1.9 MW critical IT load) of the Project, with an annual base rent of Two Hundred Twenty-Five and No/100 Dollars ($225.00) per square foot, yielding annual base rental income of Four Million Nine Hundred Fifty Thousand and No/100 Dollars ($4,950,000) per annum, executed as of January 15, 2024; and

(2) Ridgeline Federal Solutions LLC — A seven (7) year triple net (NNN) lease for approximately sixteen thousand (16,000) rentable square feet (approximately 1.4 MW critical IT load) of the Project, with an annual base rent of Two Hundred Ten and No/100 Dollars ($210.00) per square foot, yielding annual base rental income of Three Million Three Hundred Sixty Thousand and No/100 Dollars ($3,360,000) per annum, executed as of February 5, 2024.

The total pre-leased square footage under the foregoing leases is thirty-eight thousand (38,000) square feet, representing approximately seventy-three and one-tenth percent (73.1%) of the total fifty-two thousand (52,000) square foot facility. This pre-leasing level exceeds the seventy percent (70%) pre-leasing threshold of thirty-six thousand four hundred (36,400) square feet required under the Loan Agreement as a condition precedent to conversion from the construction loan to the permanent loan phase.

(m) Tenant Estoppels and SNDAs. The Lender has received executed tenant estoppel certificates from each of Sentinel Cloud Services, Inc. and Ridgeline Federal Solutions LLC, dated not more than fifteen (15) days prior to the date hereof, confirming the terms of their respective leases and the absence of any defaults or offsets. The Lender has also received fully executed Subordination, Non-Disturbance, and Attornment Agreements ("SNDAs") from each of Sentinel Cloud Services, Inc. and Ridgeline Federal Solutions LLC, each in form and substance acceptable to the Lender.

(n) UCC Financing Statements. The Lender has received duly executed UCC-1 financing statements for filing with the Virginia State Corporation Commission, covering all of the Borrower's personal property, equipment, furniture, fixtures, and other assets constituting collateral under the Loan Documents. Upon filing, such financing statements will perfect the Lender's security interest in the Borrower's personal property collateral.

(o) Approved Project Budget. The Lender has received the approved project budget reflecting total project costs of Fifty-Seven Million and No/100 Dollars ($57,000,000), as more particularly described in Section 5 of this Certificate, which budget has been reviewed and approved by the Lender and the independent engineer.

Section 4. Equity Contribution

The undersigned certifies that Cobalt Ridge Capital Partners, LP, as the equity sponsor of the Project, has committed to provide a cash equity contribution of Twelve Million and No/100 Dollars ($12,000,000) (representing approximately twenty-one and one-tenth percent (21.1%) of the total project cost of $57,000,000) to the Borrower, to be funded into escrow with Meridian Surety & Title Company prior to the first construction draw, in accordance with the equity-first funding requirement set forth in Section 3.03 of the Loan Agreement.

The undersigned further certifies that the equity contribution of $12,000,000 has been funded by Cobalt Ridge Capital Partners, LP into escrow with Meridian Surety & Title Company as of March 22, 2024, in immediately available funds, and documentation evidencing such deposit has been delivered to the Lender.

Upon full disbursement of the Loan, the loan-to-cost ratio shall be as follows:

Loan Amount / Total Project Cost = $45,000,000 ÷ $57,000,000 = 78.9%

The foregoing loan-to-cost ratio is within the maximum loan-to-cost ratio of eighty percent (80%) permitted under the Loan Agreement.

Section 5. Project Budget Certification

The Borrower hereby certifies that the total project cost budget of Fifty-Seven Million and No/100 Dollars ($57,000,000), as set forth in Exhibit A to the Loan Agreement and approved by the Lender and the independent engineer, is accurate and complete as of the date hereof. The total project cost budget consists of the following line items:

The Borrower further certifies that all sources of funds for the Project consist exclusively of (i) the $45,000,000 Loan from the Lender and (ii) the $12,000,000 cash equity contribution from Cobalt Ridge Capital Partners, LP. The Borrower has no other outstanding indebtedness or funding commitments with respect to the Project, other than ordinary-course trade payables incurred in the normal course of development activities. No mezzanine financing, subordinated debt, or other indebtedness is anticipated or has been incurred in connection with the Project.

Section 6. Material Adverse Change

Since the date of the most recent audited financial statements of Ironhaven Data Centers LLC, prepared by Calder & Baines, PLLC (Nina Ashford, CPA, Engagement Partner), for the fiscal year ended December 31, 2023, reflecting, among other things, the following financial metrics:

• Total Revenue: $68,400,000

• EBITDA: $22,100,000

• Total Assets: $310,000,000

• Total Debt: $185,000,000

• Debt-to-EBITDA Ratio: approximately 8.4x

there has been no material adverse change in the business, operations, assets, liabilities, financial condition, results of operations, or prospects of the Borrower, IHDC, or any guarantor under the Loan Documents. No event, condition, or circumstance has occurred since December 31, 2023, that, individually or in the aggregate, has had or could reasonably be expected to have a Material Adverse Effect (as defined in the Loan Agreement) on the Borrower, IHDC, or the Project.

Section 7. Litigation

No action, suit, claim, proceeding, arbitration, investigation, or inquiry (whether civil, criminal, administrative, or otherwise) is pending or, to the knowledge of the undersigned after due and diligent inquiry, threatened against or affecting the Borrower, IHDC, Cobalt Ridge Capital Partners, LP, or the Project Site before any court, governmental agency, regulatory body, or arbitral tribunal, that (a) challenges the validity or enforceability of any Loan Document, (b) seeks to restrain or enjoin the consummation of the transactions contemplated by the Loan Documents, (c) involves the Project Site or any portion thereof, or (d) could reasonably be expected to have a material adverse effect on the Borrower's ability to perform its obligations under the Loan Documents or on the value, use, or operation of the Project.

There are no outstanding judgments, injunctions, orders, writs, or decrees of any court, governmental agency, or arbitral tribunal against or affecting the Borrower, IHDC, or the Project Site. The Borrower is not subject to any consent decree, compliance order, or administrative order that could affect its ability to develop, construct, or operate the Project.

Section 8. Ownership Confirmation

The Borrower hereby confirms the following ownership structure and related matters:

(a) Ironhaven Data Centers LLC is the sole member of Ironhaven Loudoun Edge LLC, holding a one hundred percent (100%) membership interest therein.

(b) Cobalt Ridge Capital Partners, LP holds an eighty-two percent (82%) membership interest in Ironhaven Data Centers LLC.

(c) Cobalt Ridge GP LLC, a Delaware limited liability company, is the sole general partner of Cobalt Ridge Capital Partners, LP.

(d) The key principals of Cobalt Ridge Capital Partners, LP are:

(i) Marcus J. Kellner — Managing Partner & Co-Founder; and

(ii) Priya Ramanathan — Partner, Head of Digital Infrastructure.

(e) Ironhaven Loudoun Edge LLC holds fee simple title to the Project Site located at 44350 Prentice Drive, Ashburn, Loudoun County, Virginia 20147, Tax Map Parcel No. 087-23-5571, consisting of approximately 3.2 acres of land, together with all improvements, appurtenances, easements, and rights pertaining thereto. The Borrower acquired fee simple title to the Project Site by Special Warranty Deed recorded in the land records of Loudoun County, Virginia, and has not conveyed, transferred, encumbered, or otherwise disposed of any interest in the Project Site, except for the lien of the Deed of Trust in favor of the Lender and the Permitted Exceptions described in the Loan Agreement.

Section 9. Project Status

The Borrower hereby provides the following certification regarding the status and description of the Project:

The Project consists of a single-story, approximately fifty-two thousand (52,000) square foot data center shell facility with approximately 4.5 megawatts (MW) of critical IT load capacity. The facility is designed with N+1 redundancy on both power distribution and cooling systems to provide continuous uptime and operational resilience consistent with an Harborview Corporation Tier III equivalent standard.

The Project's power infrastructure includes two independent utility feeds from Northgate Partners LLC, providing diverse and redundant utility power supply to the facility. On-site emergency diesel generation consisting of three (3) generators, each rated at 2.5 MW (for an aggregate standby generation capacity of 7.5 MW), will provide backup power in the event of a utility outage, with on-site fuel storage sufficient for a minimum of forty-eight (48) hours of operation at full load.

The estimated construction period for the Project is fourteen (14) months from the date of closing, with estimated substantial completion on or about May 29, 2025. The Outside Completion Date under the Loan Agreement is September 30, 2025. The maximum construction period under the Loan is eighteen (18) months from the date of closing (through September 29, 2025), subject to the Borrower's right to request a single six-month extension upon payment of the extension fee and satisfaction of the conditions set forth in the Loan Agreement.

As of the date hereof, the Borrower has completed the following pre-construction activities: (i) site clearing and grading, (ii) issuance of the building permit, (iii) execution of the GMP construction contract, (iv) mobilization of the general contractor, and (v) commencement of foundation work.

PART II — SECRETARY'S CERTIFICATE / ORGANIZATIONAL MATTERS

Section 10. Incumbency and Authorized Signatories

The undersigned, in the capacity of authorized representative of Ironhaven Loudoun Edge LLC, acting on behalf of Ironhaven Data Centers LLC as the sole member of the Borrower, hereby certifies the names, titles, and genuine signatures of each person duly authorized to execute and deliver the Loan Documents and any other documents, instruments, certificates, draw requests, compliance certificates, or other agreements on behalf of the Borrower in connection with the Loan. The specimen signatures of each such authorized person are set forth on the Incumbency and Specimen Signature Certificate attached hereto as Exhibit H and incorporated herein by reference.

The following persons are the duly authorized representatives of the Borrower as of the date hereof:

The undersigned certifies that the foregoing persons have been duly authorized by the written consent and resolutions described in Section 12 below, and that such authority has not been amended, revoked, or superseded and remains in full force and effect as of the date hereof. The Lender may conclusively rely upon this Certificate and the incumbency information set forth herein and in Exhibit H until the Lender receives a subsequent certificate of the Borrower updating or modifying the information set forth herein.

Section 11. Organizational Documents — Certified Copies Attached

The undersigned hereby certifies that the following documents, attached hereto as the exhibits identified below, are true, correct, and complete copies of the organizational documents of the Borrower and IHDC, as applicable. Each such document is in full force and effect as of the date hereof and has not been further amended, modified, supplemented, or revoked since the date of its adoption or filing, as applicable:

Exhibit A: Articles of Organization of Ironhaven Loudoun Edge LLC, as filed with the Virginia State Corporation Commission on January 8, 2024, Entity ID S9103284. Such Articles of Organization were accepted for filing by the Virginia State Corporation Commission and constitute the charter document of the Borrower. No amendments to such Articles of Organization have been filed or are pending.

Exhibit B: Operating Agreement of Ironhaven Loudoun Edge LLC (the "SPE Operating Agreement"), dated as of January 8, 2024, as adopted by Ironhaven Data Centers LLC as the sole member of the Borrower. The SPE Operating Agreement reflects IHDC as the sole member of the Borrower and incorporates the bankruptcy-remote, single-purpose entity covenants and separateness provisions required by the Lender, including, without limitation, provisions requiring the consent of at least one independent manager/member for voluntary bankruptcy filings and restricting the business activities of the Borrower to the ownership, development, construction, leasing, management, and operation of the Project.

Exhibit C: Certificate of Good Standing (Certificate of Fact of Existence) of Ironhaven Loudoun Edge LLC, issued by the Virginia State Corporation Commission, Entity ID S9103284, dated not earlier than thirty (30) days prior to the closing date. Such Certificate of Good Standing confirms that the Borrower is in good standing and authorized to transact business in the Commonwealth of Virginia.

Exhibit D: Articles of Organization of Ironhaven Data Centers LLC, as filed with the Virginia State Corporation Commission, Entity ID S7842196. Such Articles of Organization constitute the charter document of IHDC and have not been amended since the original filing date.

Exhibit E: Certificate of Good Standing (Certificate of Fact of Existence) of Ironhaven Data Centers LLC, issued by the Virginia State Corporation Commission, Entity ID S7842196, dated not earlier than thirty (30) days prior to the closing date. Such Certificate of Good Standing confirms that IHDC is in good standing and authorized to transact business in the Commonwealth of Virginia.

Exhibit F: Certificate of Limited Partnership and Certificate of Good Standing of Cobalt Ridge Capital Partners, LP, issued by the Secretary of State of the State of Delaware, Federal Employer Identification Number 82-6504391. Such certificate confirms that Cobalt Ridge Capital Partners, LP is a limited partnership in good standing under the laws of the State of Delaware.

Section 12. Resolutions of Sole Member

The undersigned certifies that attached hereto as Exhibit G is a true, correct, and complete copy of the written consent and resolutions (the "Resolutions") of Ironhaven Data Centers LLC, as the sole member of Ironhaven Loudoun Edge LLC, duly adopted in accordance with the Borrower's Operating Agreement and the Virginia Limited Liability Company Act, effective as of March 14, 2024, authorizing the Borrower to take the following actions:

(a) Enter into the Loan Agreement with Pinnacle Federal Savings Bank and borrow up to Forty-Five Million and No/100 Dollars ($45,000,000) from the Lender pursuant to the terms and conditions set forth therein;

(b) Execute and deliver the Promissory Note, dated as of March 18, 2024, in the principal amount of Forty-Five Million and No/100 Dollars ($45,000,000), payable to the order of the Lender;

(c) Execute and deliver the Deed of Trust, Assignment of Leases and Rents, Security Agreement, and Fixture Filing, encumbering the Project Site located in Loudoun County, Virginia, as security for the Loan;

(d) Execute and deliver the Collateral Assignment of Construction Contract, Plans, and Permits, assigning to the Lender all of the Borrower's right, title, and interest in and to the GMP construction contract with Marlowe Asset Management-Pacific Construction, Inc. and all related plans, specifications, permits, licenses, and governmental approvals;

(e) Execute and deliver the Cash Management Agreement, establishing the lockbox, cash management, and revenue waterfall arrangements required by the Lender;

(f) Execute and deliver the Environmental Indemnity Agreement, jointly and severally with IHDC and Cobalt Ridge Capital Partners, LP, indemnifying the Lender against environmental liabilities relating to the Project Site;

(g) Authorize and consent to the grant by IHDC to the Lender of a pledge of one hundred percent (100%) of the membership interests in the Borrower, pursuant to the Pledge Agreement;

(h) Execute and deliver all other Loan Documents, instruments, certificates, and ancillary agreements contemplated by the Loan Agreement, the Deed of Trust, and the other Loan Documents;

(i) Designate Marcus J. Kellner, Priya Ramanathan, and Thomas R. Graydon as authorized representatives of the Borrower, with full power and authority to execute and deliver the Loan Documents and any and all documents, instruments, certificates, draw requests, compliance certificates, and other agreements on behalf of the Borrower in connection with the Loan;

(j) Pay the origination fee of Three Hundred Thirty-Seven Thousand Five Hundred and No/100 Dollars ($337,500), representing 0.75% of the $45,000,000 Loan commitment, and reimburse the Lender's counsel fees and expenses payable to Hargrove, Liddell & Pace LLP, capped at One Hundred Seventy-Five Thousand and No/100 Dollars ($175,000); and

(k) Take all actions necessary, appropriate, or desirable to consummate the transactions contemplated by the Loan Agreement, the Loan Documents, and the Resolutions, including, without limitation, the execution and delivery of any certificates, affidavits, or other instruments required in connection with the closing of the Loan.

The undersigned further certifies that the Resolutions attached hereto as Exhibit G have not been amended, modified, rescinded, or revoked since their adoption and remain in full force and effect as of the date hereof. No other resolutions or actions have been adopted or taken by the sole member that would modify, limit, or restrict the authority granted in the Resolutions.

Section 13. Single-Purpose Entity / Bankruptcy-Remote Covenants

The undersigned hereby certifies that the Borrower has, at all times since its formation on January 8, 2024, complied in all respects with the single-purpose entity and separateness covenants set forth in its Operating Agreement (the SPE Operating Agreement attached as Exhibit B) and in the Loan Agreement, including, without limitation, the following covenants:

(a) The Borrower has conducted no business other than the ownership, development, construction, leasing, management, and operation of the Project, and activities incidental thereto, and has not engaged in any other business activity whatsoever.

(b) The Borrower has maintained its own books of account and records separate and apart from those of any affiliate, member, manager, or other person or entity.

(c) The Borrower has maintained its own separate bank accounts in its own name and has not permitted any affiliate, member, or other entity to commingle funds with those of the Borrower.

(d) The Borrower has held itself out to the public and to all creditors, vendors, and other parties as a legal entity separate and distinct from its members, affiliates, and any other person or entity. The Borrower has conducted its business in its own name and has used separate stationery, invoices, and checks.

(e) The Borrower has not commingled its assets with those of any other person or entity and has maintained its assets in a manner that is not difficult to segregate, ascertain, or otherwise identify as belonging to the Borrower.

(f) The Borrower has observed all limited liability company formalities required by the Virginia Limited Liability Company Act and its Operating Agreement, including maintaining proper records of all member actions and consent resolutions.

(g) The Borrower has not incurred any indebtedness other than (i) the Loan, (ii) ordinary-course trade payables incurred in the normal course of the Borrower's business activities relating to the Project, and (iii) obligations expressly permitted under the Loan Agreement.

(h) The Borrower has at least one independent manager/member (as defined in the SPE Operating Agreement) whose affirmative consent is required for any voluntary bankruptcy filing, dissolution, liquidation, consolidation, or merger of the Borrower, and such independent manager/member has been appointed and is serving as of the date hereof.

(i) The Borrower has maintained adequate capitalization in light of its contemplated business purposes, transactions, and liabilities.

(j) The Borrower has not guaranteed or become liable for any obligation of any other person or entity.

(k) The Borrower has not made any loans or advances to any affiliate, member, or other person or entity.

(l) The Borrower has paid its own expenses and liabilities from its own funds and has not relied on the funds or credit of any affiliate for payment of such expenses.

PART III — ADDITIONAL CERTIFICATIONS

Section 14. Fee Structure Acknowledgment

The Borrower hereby acknowledges and confirms the following fee obligations under the Loan Agreement, and certifies that the Borrower is prepared to satisfy each such fee obligation in accordance with the terms and conditions of the Loan Agreement:

(a) Origination Fee: Three Hundred Thirty-Seven Thousand Five Hundred and No/100 Dollars ($337,500), representing seventy-five basis points (0.75%) of the $45,000,000 Loan commitment, due and payable at closing. The origination fee shall be paid on or before March 29, 2024, in immediately available funds.

(b) Unused Line Fee: Twenty-five basis points (0.25%) per annum on the average daily undrawn and uncommitted balance of the Loan commitment, payable quarterly in arrears on the last business day of each calendar quarter during the construction period.

(c) Exit Fee at Conversion: Twenty-five basis points (0.25%) of the outstanding principal balance of the Loan at the time of conversion from the construction phase to the permanent loan phase, payable on the conversion date.

(d) Extension Fee: Fifty basis points (0.50%) of the then-outstanding Loan commitment amount, payable in the event that the construction period is extended beyond the initial eighteen (18) month term, as a condition to the Lender's approval of any such extension.

(e) Independent Engineer Inspection Fee: Three Thousand Five Hundred and No/100 Dollars ($3,500) per construction draw inspection, payable by the Borrower directly to Whitmore & Associates, PC, the Lender's independent engineer, at the time of each draw request submission.

(f) Reimbursement of Lender's Counsel Fees: The Borrower shall reimburse the Lender for all reasonable fees and expenses of the Lender's counsel, Hargrove, Liddell & Pace LLP, incurred in connection with the negotiation, documentation, and closing of the Loan, provided that such reimbursement shall be capped at One Hundred Seventy-Five Thousand and No/100 Dollars ($175,000).

Section 15. Insurance Confirmation

The Borrower hereby certifies that all insurance coverage required under the Loan Agreement and the other Loan Documents is in full force and effect as of the date hereof, including, without limitation, the following:

(a) Builder's Risk Insurance: Issued by Atlas Property & Casualty Insurance Company, Policy No. BRA-2024-00417, providing all-risk coverage in the amount of Forty-Eight Million and No/100 Dollars ($48,000,000) on a replacement cost basis. Pinnacle Federal Savings Bank is named as an additional insured and as loss payee under such policy. The policy includes a lender's loss payable endorsement and provides for not less than thirty (30) days' prior written notice to the Lender of any cancellation, non-renewal, or material modification. Evidence of such coverage, including certificates of insurance and the lender's loss payable endorsement, has been delivered to the Lender.

(b) Commercial General Liability Insurance: The Borrower maintains commercial general liability insurance coverage as required by the Loan Agreement, with coverage limits and policy terms satisfying the minimum requirements specified therein, naming Pinnacle Federal Savings Bank as an additional insured.

(c) Workers' Compensation and Other Insurance: Marlowe Asset Management-Pacific Construction, Inc., as the general contractor under the GMP construction contract, maintains workers' compensation insurance as required by the laws of the Commonwealth of Virginia and all other insurance coverage required under the terms of the Construction Contract, including commercial general liability, automobile liability, and umbrella/excess liability insurance, with Pinnacle Federal Savings Bank named as an additional insured as required by the Loan Agreement.

The Borrower shall maintain all required insurance coverage continuously throughout the term of the Loan and shall promptly deliver to the Lender evidence of any renewals, replacements, or modifications of such coverage.

Section 16. Construction Contract Confirmation

The Borrower hereby confirms the execution and delivery of the Guaranteed Maximum Price (GMP) construction contract with Marlowe Asset Management-Pacific Construction, Inc. (Robert Castellano, President), with principal offices at 22600 Gateway Center Drive, Suite 300, Sterling, Virginia 20166, in the guaranteed maximum price of Thirty-Three Million Seven Hundred Fifty Thousand and No/100 Dollars ($33,750,000). The Construction Contract sets forth the terms and conditions governing the construction of the Project in accordance with the approved plans and specifications, and includes all provisions required by the Loan Agreement, including, without limitation, assignment and consent provisions in favor of the Lender.

The payment bond and performance bond, each in the penal sum of $33,750,000, issued by Allegiance Bond & Casualty Co. in favor of the Borrower as obligee and naming the Lender as a dual obligee, are in full force and effect as of the date hereof and shall remain in full force and effect through final completion of the Project and the expiration of all warranty periods under the Construction Contract.

Construction draws under the Loan shall be made on a monthly basis, subject to (i) the Borrower's submission of a properly completed and executed draw request in the form required by the Loan Agreement, (ii) certification by the independent engineer (Whitmore & Associates, PC) that the work for which payment is requested has been completed in accordance with the approved plans and specifications and the approved construction budget, and (iii) ten percent (10%) retainage to be withheld from each construction draw until substantial completion of the Project. The retainage shall be released upon satisfaction of all conditions for release of retainage set forth in the Loan Agreement, including final lien waivers from all subcontractors and suppliers.

CERTIFICATION AND EXECUTION

IN WITNESS WHEREOF, the undersigned has executed and delivered this Borrower's Closing Certificate and Secretary's Certificate as of the date first written above, and certifies that all statements, representations, warranties, and certifications contained herein are true, correct, and complete in all material respects as of the date hereof. The undersigned acknowledges that the Lender is relying upon this Certificate and the exhibits attached hereto in connection with the closing of the Loan and the disbursement of Loan proceeds.

Executed and delivered on behalf of Ironhaven Loudoun Edge LLC, a Virginia limited liability company, acting by and through Ironhaven Data Centers LLC, a Virginia limited liability company, its sole member.

IRONHAVEN LOUDOUN EDGE LLC, a Virginia limited liability company

By: Ironhaven Data Centers LLC,

a Virginia limited liability company, its sole member

By: ________

Name: Marcus J. Kellner

Title: Authorized Representative

Date: March 18, 2024

ACKNOWLEDGMENT

COMMONWEALTH OF VIRGINIA COUNTY OF FAIRFAX

Before me, the undersigned, a Notary Public in and for the jurisdiction aforesaid, on this 18th day of March, 2024, personally appeared Marcus J. Kellner, known to me (or proved to me on the basis of satisfactory evidence) to be the person whose name is subscribed to the within instrument, who acknowledged to me that he executed the same in his capacity as Authorized Representative of Ironhaven Loudoun Edge LLC, a Virginia limited liability company, acting by and through Ironhaven Data Centers LLC, a Virginia limited liability company, its sole member, and that by his signature on the instrument, the entity on behalf of which the person acted executed the instrument for the purposes and consideration therein expressed.

WITNESS my hand and official seal.

________________________________________

Notary Public

My Commission Expires: ____

Registration Number: ____

[NOTARIAL SEAL]

LIST OF EXHIBITS

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

[Exhibits A through H are attached hereto and follow this page.]

Budget Line Item	Amount
Land Acquisition (completed Q4 2023)	$8,250,000
Hard Construction Costs (GMP with Marlowe Asset Management-Pacific Construction, Inc.)	$33,750,000
Soft Costs (Architecture & Engineering, Permitting, Legal, Insurance, Inspections)	$4,200,000
FF&E / MEP Equipment (Mechanical, Electrical, and Plumbing Equipment)	$5,800,000
Contingency (5.0% of Hard Construction Costs)	$1,687,500
Interest Reserve (Capitalized Interest During Construction Period)	$2,362,500
Developer Fee	$950,000
Total Project Cost	$57,000,000
Name	Title	Specimen Signature
Marcus J. Kellner	Authorized Representative	(See Exhibit H)
Priya Ramanathan	Authorized Representative	(See Exhibit H)
Thomas R. Graydon	Vice President, Finance — IHDC	(See Exhibit H)
Exhibit	Description
Exhibit A	Articles of Organization — Ironhaven Loudoun Edge LLC (filed January 8, 2024, Virginia State Corporation Commission, Entity ID S9103284)
Exhibit B	Operating Agreement — Ironhaven Loudoun Edge LLC (SPE Operating Agreement, reflecting single-purpose entity and bankruptcy-remote covenants)
Exhibit C	Certificate of Good Standing (Certificate of Fact of Existence) — Ironhaven Loudoun Edge LLC (Virginia State Corporation Commission, Entity ID S9103284)
Exhibit D	Articles of Organization — Ironhaven Data Centers LLC (Virginia State Corporation Commission, Entity ID S7842196)
Exhibit E	Certificate of Good Standing (Certificate of Fact of Existence) — Ironhaven Data Centers LLC (Virginia State Corporation Commission, Entity ID S7842196)
Exhibit F	Certificate of Limited Partnership / Certificate of Good Standing — Cobalt Ridge Capital Partners, LP (Delaware Secretary of State, EIN 82-6504391)
Exhibit G	Written Consent and Resolutions of Ironhaven Data Centers LLC, as Sole Member of Ironhaven Loudoun Edge LLC, adopted as of March 14, 2024
Exhibit H	Incumbency and Specimen Signature Certificate

BORROWER'S CLOSING CERTIFICATE AND SECRETARY'S CERTIFICATE
Ironhaven Loudoun Edge LLC
March 18, 2024
Delivered to:
Pinnacle Federal Savings Bank 800 Constitution Avenue NW, Suite 550 Washington, DC 20001
Attention: Commercial Real Estate Lending Division
Re: Construction Loan Agreement dated as of March 18, 2024 (the "Loan Agreement"), by and between Ironhaven Loudoun Edge LLC, a Virginia limited liability company (the "Borrower"), and Pinnacle Federal Savings Bank, a federally chartered savings bank (the "Lender"), providing for a $45,000,000 Construction-to-Permanent Loan Facility (the "Loan") in connection with the development of the Loudoun Edge Facility located at 44350 Prentice Drive, Ashburn, Loudoun County, Virginia 20147 (the "Project" or the "Project Site").
Capitalized terms used but not otherwise defined in this Borrower's Closing Certificate and Secretary's Certificate (this "Certificate") shall have the respective meanings ascribed to such terms in the Loan Agreement.
RECITALS
A. The undersigned is the duly authorized representative of Ironhaven Loudoun Edge LLC, a Virginia limited liability company (the "Borrower"), organized and existing under the laws of the Commonwealth of Virginia, Virginia State Corporation Commission Entity ID S9103284, Federal Employer Identification Number 93-4178226. The undersigned has been duly authorized by the sole member of the Borrower to execute and deliver this Certificate in connection with the Loan and the transactions contemplated by the Loan Agreement and the other Loan Documents.
B. The Borrower is a single-purpose, bankruptcy-remote entity formed on January 8, 2024, under the Virginia Limited Liability Company Act, Chapter 12 of Title 13.1 of the Code of Virginia, as amended. The sole member of the Borrower is Ironhaven Data Centers LLC, a Virginia limited liability company ("IHDC"), Virginia State Corporation Commission Entity ID S7842196, Federal Employer Identification Number 84-3291057. IHDC holds a one hundred percent (100%) membership interest in the Borrower.
C. IHDC is headquartered at 1900 Dominion Tower, Suite 400, Tysons Corner, Virginia 22182, and is engaged in the business of developing, owning, and operating data center facilities throughout the Mid-Atlantic region of the United States.
D. Cobalt Ridge Capital Partners, LP, a Delaware limited partnership ("Cobalt Ridge"), Federal Employer Identification Number 82-6504391, holds an eighty-two percent (82%) membership interest in IHDC. The general partner of Cobalt Ridge is Cobalt Ridge GP LLC, a Delaware limited liability company. Cobalt Ridge maintains its principal office at 300 Park Avenue South, 14th Floor, New York, New York 10010. Cobalt Ridge is a private equity firm focused on digital infrastructure investments and serves as the primary equity sponsor of the Project.
E. This Certificate is delivered pursuant to Section 4.01(d) of the Loan Agreement as a condition precedent to the initial closing of the Loan on the date hereof, and is being delivered in connection with the satisfaction of all conditions precedent set forth in Article IV of the Loan Agreement.
F. The Borrower's registered agent for service of process in the Commonwealth of Virginia is Commonwealth Registered Agents Inc., located at 1021 E. Cary Street, Richmond, Virginia 23219. The Borrower's registered agent designation is current and in good standing with the Virginia State Corporation Commission as of the date hereof.
PART I — OFFICER'S / AUTHORIZED REPRESENTATIVE'S CERTIFICATE
The undersigned, in the capacity of authorized representative of Ironhaven Loudoun Edge LLC, acting on behalf of Ironhaven Data Centers LLC, as the sole member of the Borrower, hereby certifies to the Lender as follows:
Section 1. Representations and Warranties
The undersigned hereby certifies that each of the representations and warranties made by the Borrower in Article V of the Loan Agreement and in each of the other Loan Documents (including, without limitation, the Promissory Note dated as of March 18, 2024, in the principal amount of $45,000,000, the Deed of Trust, Assignment of Leases and Rents, Security Agreement, and Fixture Filing encumbering the Project Site, the Collateral Assignment of Construction Contract, Plans, and Permits, the Cash Management Agreement, the Environmental Indemnity Agreement, the Pledge Agreement, and each other instrument, agreement, and certificate delivered in connection therewith) is true, correct, and complete in all material respects as of the date hereof, with the same force and effect as though such representations and warranties had been made on and as of the date hereof.
To the extent any such representation or warranty contained in the Loan Agreement or any other Loan Document is expressly stated to relate to a specific earlier date, the undersigned certifies that such representation or warranty is true and correct in all material respects as of such earlier date. No information, exhibit, financial statement, document, book, record, or report furnished or to be furnished by or on behalf of the Borrower to the Lender in connection with the Loan Agreement or any Loan Document contains or will contain any material misstatement of fact or omits or will omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were or are made, not misleading.
Section 2. No Default
No Default or Event of Default (as each such term is defined in the Loan Agreement) under the Loan Agreement or any other Loan Document has occurred and is continuing as of the date hereof. No event, condition, or circumstance exists that, with the giving of notice, the lapse of time, or both, would constitute a Default or an Event of Default under the Loan Agreement or any other Loan Document. The consummation of the transactions contemplated by the Loan Documents will not result in, or give rise to, any Default or Event of Default under the Loan Agreement or any other Loan Document, and will not violate, conflict with, or result in a breach of any term, condition, or provision of the Borrower's organizational documents, any applicable law, rule, regulation, order, judgment, or decree, or any contract, agreement, mortgage, deed of trust, or other instrument to which the Borrower is a party or by which the Borrower or any of its properties may be bound.
Section 3. Conditions Precedent
The undersigned hereby certifies that all conditions precedent to the obligations of the Lender to make the Loan, as set forth in Article IV of the Loan Agreement, have been satisfied or waived in writing by the Lender as of the date hereof, including, without limitation, each of the following:
(a) Execution and Delivery of Loan Documents. Each of the following Loan Documents has been duly executed and delivered by all parties thereto, and each such Loan Document constitutes the legal, valid, and binding obligation of the Borrower and each other party thereto, enforceable against such party in accordance with its terms (subject to customary bankruptcy, insolvency, and equitable exceptions):
(i) the Loan Agreement, dated as of March 18, 2024, by and between the Borrower and the Lender;
(ii) the Promissory Note, dated as of March 18, 2024, in the principal amount of Forty-Five Million and No/100 Dollars ($45,000,000), executed by the Borrower in favor of the Lender;
(iii) the Deed of Trust, Assignment of Leases and Rents, Security Agreement, and Fixture Filing (the "Deed of Trust"), encumbering the Project Site located at 44350 Prentice Drive, Ashburn, Loudoun County, Virginia 20147, Tax Map Parcel No. 087-23-5571, granted by the Borrower to the benefit of the Lender, to be recorded in the land records of Loudoun County, Virginia;
(iv) the Completion Guaranty, dated as of March 18, 2024, executed by Cobalt Ridge Capital Partners, LP, in favor of the Lender, guaranteeing the lien-free completion of the Project in accordance with the approved plans and specifications and the approved project budget;
(v) the Environmental Indemnity Agreement, dated as of March 18, 2024, executed jointly and severally by Ironhaven Data Centers LLC and Cobalt Ridge Capital Partners, LP, in favor of the Lender;
(vi) the Collateral Assignment of Construction Contract, Plans, and Permits, dated as of March 18, 2024, executed by the Borrower in favor of the Lender, assigning all of the Borrower's right, title, and interest in and to the GMP construction contract with Marlowe Asset Management-Pacific Construction, Inc. and all related plans, specifications, permits, licenses, and governmental approvals;
(vii) the Cash Management Agreement, dated as of March 18, 2024, by and among the Borrower, the Lender, and the depository bank designated therein, establishing the lockbox account, the cash management account, and the waterfall provisions for application of project revenues;
(viii) the Pledge Agreement, dated as of March 18, 2024, executed by Ironhaven Data Centers LLC in favor of the Lender, pledging one hundred percent (100%) of the membership interests in the Borrower as additional collateral for the Loan; and
(ix) all other instruments, agreements, certificates, and documents required to be delivered pursuant to the Loan Agreement.
(b) Organizational Documents. All organizational documents of the Borrower and IHDC, as described more fully in Part II of this Certificate, have been delivered to the Lender, and certified copies thereof are attached hereto as Exhibits A through F.
(c) Legal Opinion. The Lender has received the legal opinion letter of Calderwood & Harkness LLP, counsel to the Borrower (prepared by Angela Fontaine, Partner), dated the date hereof, addressed to the Lender, covering such matters as the due organization and good standing of the Borrower, the power and authority of the Borrower to enter into the Loan Documents, the due authorization, execution, and delivery of the Loan Documents, the enforceability of the Loan Documents, the non-contravention of applicable law and organizational documents, and such other matters as the Lender has reasonably requested.
(d) Title Insurance. The Lender has received the title insurance commitment (Commitment No. MC-2024-008193) issued by Meridian Surety & Title Company (Karen Pavelka, Title Officer), confirming the first-priority lien status of the Deed of Trust, free and clear of all liens, encumbrances, and exceptions other than the Permitted Exceptions (as defined in the Loan Agreement). The lender's ALTA title insurance policy shall be issued in the amount of Forty-Five Million and No/100 Dollars ($45,000,000) and shall be effective as of the date of recordation of the Deed of Trust. The title commitment reflects no material exceptions, defects, or objections that have not been approved by the Lender in writing.
(e) Appraisal. The Lender has received the appraisal report prepared by Graystone Appraisal Group LLC (David Huang, MAI, Certified General Appraiser), dated February 12, 2024, in conformance with the Uniform Standards of Professional Appraisal Practice (USPAP) and the requirements of the Financial Institutions Reform, Recovery, and Enforcement Act of 1989 (FIRREA), reflecting the following valuations of the Project:
•  As-Is Market Value (unimproved land): $8,500,000
•  Prospective As-Completed Market Value: $62,000,000
•  Prospective As-Stabilized Market Value: $74,500,000
Based on the as-stabilized appraised value of $74,500,000, the loan-to-value ratio of the Loan is sixty and four-tenths percent (60.4%), which is within the maximum loan-to-value ratio permitted under the Loan Agreement.
(f) Environmental Assessment. The Lender has received the Phase I Environmental Site Assessment of the Project Site, dated February 16, 2024, prepared by Environmental Compliance Associates, Inc. in accordance with ASTM Standard E1527-21, which report identifies no recognized environmental conditions ("RECs"), controlled recognized environmental conditions, or historical recognized environmental conditions requiring remediation, investigation, or further assessment at the Project Site.
(g) Building Permit. The Lender has received evidence that Building Permit No. BLD-2024-001287 has been duly issued by the Department of Building and Development, Loudoun County, Virginia, on February 28, 2024, authorizing the construction of the Project in accordance with the approved plans and specifications, and that such Building Permit is in full force and effect as of the date hereof.
(h) Zoning Compliance. The Lender has received the zoning compliance opinion letter from Fenwick, Gallo & Stein LLP (Patricia Gallo, Partner), dated March 4, 2024, confirming that the Project Site is zoned PD-IP (Planned Development — Industrial Park) under the Loudoun County Revised 1993 Zoning Ordinance, as amended, and that the proposed data center use is a permitted use by right within the PD-IP zoning classification. The zoning opinion letter further confirms that the Project, as designed and to be constructed in accordance with the approved plans and specifications, complies with all applicable setback, height, lot coverage, parking, and other dimensional requirements of the applicable zoning ordinance, and that no variance, special exception, or conditional use permit is required.
(i) Construction Contract. The Lender has received a certified copy of the fully executed Guaranteed Maximum Price ("GMP") construction contract between the Borrower and Marlowe Asset Management-Pacific Construction, Inc. (Robert Castellano, President), with principal offices at 22600 Gateway Center Drive, Suite 300, Sterling, Virginia 20166, in the guaranteed maximum price of Thirty-Three Million Seven Hundred Fifty Thousand and No/100 Dollars ($33,750,000) (the "Construction Contract"). The Construction Contract includes all terms and provisions required by the Loan Agreement. In addition, the Lender has received copies of the payment bond and performance bond, each in the penal sum of $33,750,000, issued by Allegiance Bond & Casualty Co. (A.M. Best Rating: A, XV) in favor of the Borrower as obligee, naming the Lender as a dual obligee, and such bonds are in full force and effect as of the date hereof.
(j) Builder's Risk Insurance. The Lender has received evidence of builder's risk insurance coverage issued by Atlas Property & Casualty Insurance Company under Policy No. BRA-2024-00417, providing all-risk coverage in the amount of Forty-Eight Million and No/100 Dollars ($48,000,000) on a replacement cost basis, with coverage effective from the date of commencement of construction through the earlier of (i) final completion of the Project and (ii) the expiration of the policy period. Pinnacle Federal Savings Bank has been named as an additional insured and as loss payee under such policy, and the policy includes a lender's loss payable endorsement and a provision requiring not less than thirty (30) days' prior written notice to the Lender of any cancellation, non-renewal, or material modification of coverage.
(k) Independent Engineer's Certification. The Lender has received the initial certification letter of the independent engineer, Whitmore & Associates, PC (James A. Whitmore, PE, Principal), dated March 11, 2024, confirming (i) review and approval of the project plans and specifications prepared by Meridian Architects LLC, (ii) review and approval of the construction budget, (iii) the feasibility of the construction schedule, (iv) the adequacy of the GMP to complete the Project in accordance with the plans and specifications, and (v) the overall constructability and engineering soundness of the Project design.
(l) Pre-Lease Agreements. The Lender has received certified copies of the following executed pre-lease agreements, each of which is in full force and effect as of the date hereof:
(1) Sentinel Cloud Services, Inc. — A ten (10) year triple net (NNN) lease for approximately twenty-two thousand (22,000) rentable square feet (approximately 1.9 MW critical IT load) of the Project, with an annual base rent of Two Hundred Twenty-Five and No/100 Dollars ($225.00) per square foot, yielding annual base rental income of Four Million Nine Hundred Fifty Thousand and No/100 Dollars ($4,950,000) per annum, executed as of January 15, 2024; and
(2) Ridgeline Federal Solutions LLC — A seven (7) year triple net (NNN) lease for approximately sixteen thousand (16,000) rentable square feet (approximately 1.4 MW critical IT load) of the Project, with an annual base rent of Two Hundred Ten and No/100 Dollars ($210.00) per square foot, yielding annual base rental income of Three Million Three Hundred Sixty Thousand and No/100 Dollars ($3,360,000) per annum, executed as of February 5, 2024.
The total pre-leased square footage under the foregoing leases is thirty-eight thousand (38,000) square feet, representing approximately seventy-three and one-tenth percent (73.1%) of the total fifty-two thousand (52,000) square foot facility. This pre-leasing level exceeds the seventy percent (70%) pre-leasing threshold of thirty-six thousand four hundred (36,400) square feet required under the Loan Agreement as a condition precedent to conversion from the construction loan to the permanent loan phase.
(m) Tenant Estoppels and SNDAs. The Lender has received executed tenant estoppel certificates from each of Sentinel Cloud Services, Inc. and Ridgeline Federal Solutions LLC, dated not more than fifteen (15) days prior to the date hereof, confirming the terms of their respective leases and the absence of any defaults or offsets. The Lender has also received fully executed Subordination, Non-Disturbance, and Attornment Agreements ("SNDAs") from each of Sentinel Cloud Services, Inc. and Ridgeline Federal Solutions LLC, each in form and substance acceptable to the Lender.
(n) UCC Financing Statements. The Lender has received duly executed UCC-1 financing statements for filing with the Virginia State Corporation Commission, covering all of the Borrower's personal property, equipment, furniture, fixtures, and other assets constituting collateral under the Loan Documents. Upon filing, such financing statements will perfect the Lender's security interest in the Borrower's personal property collateral.
(o) Approved Project Budget. The Lender has received the approved project budget reflecting total project costs of Fifty-Seven Million and No/100 Dollars ($57,000,000), as more particularly described in Section 5 of this Certificate, which budget has been reviewed and approved by the Lender and the independent engineer.
Section 4. Equity Contribution
The undersigned certifies that Cobalt Ridge Capital Partners, LP, as the equity sponsor of the Project, has committed to provide a cash equity contribution of Twelve Million and No/100 Dollars ($12,000,000) (representing approximately twenty-one and one-tenth percent (21.1%) of the total project cost of $57,000,000) to the Borrower, to be funded into escrow with Meridian Surety & Title Company prior to the first construction draw, in accordance with the equity-first funding requirement set forth in Section 3.03 of the Loan Agreement.
The undersigned further certifies that the equity contribution of $12,000,000 has been funded by Cobalt Ridge Capital Partners, LP into escrow with Meridian Surety & Title Company as of March 22, 2024, in immediately available funds, and documentation evidencing such deposit has been delivered to the Lender.
Upon full disbursement of the Loan, the loan-to-cost ratio shall be as follows:
Loan Amount / Total Project Cost = $45,000,000 ÷ $57,000,000 = 78.9%
The foregoing loan-to-cost ratio is within the maximum loan-to-cost ratio of eighty percent (80%) permitted under the Loan Agreement.
Section 5. Project Budget Certification
The Borrower hereby certifies that the total project cost budget of Fifty-Seven Million and No/100 Dollars ($57,000,000), as set forth in Exhibit A to the Loan Agreement and approved by the Lender and the independent engineer, is accurate and complete as of the date hereof. The total project cost budget consists of the following line items:
The Borrower further certifies that all sources of funds for the Project consist exclusively of (i) the $45,000,000 Loan from the Lender and (ii) the $12,000,000 cash equity contribution from Cobalt Ridge Capital Partners, LP. The Borrower has no other outstanding indebtedness or funding commitments with respect to the Project, other than ordinary-course trade payables incurred in the normal course of development activities. No mezzanine financing, subordinated debt, or other indebtedness is anticipated or has been incurred in connection with the Project.
Section 6. Material Adverse Change
Since the date of the most recent audited financial statements of Ironhaven Data Centers LLC, prepared by Calder & Baines, PLLC (Nina Ashford, CPA, Engagement Partner), for the fiscal year ended December 31, 2023, reflecting, among other things, the following financial metrics:
•  Total Revenue: $68,400,000
•  EBITDA: $22,100,000
•  Total Assets: $310,000,000
•  Total Debt: $185,000,000
•  Debt-to-EBITDA Ratio: approximately 8.4x
there has been no material adverse change in the business, operations, assets, liabilities, financial condition, results of operations, or prospects of the Borrower, IHDC, or any guarantor under the Loan Documents. No event, condition, or circumstance has occurred since December 31, 2023, that, individually or in the aggregate, has had or could reasonably be expected to have a Material Adverse Effect (as defined in the Loan Agreement) on the Borrower, IHDC, or the Project.
Section 7. Litigation
No action, suit, claim, proceeding, arbitration, investigation, or inquiry (whether civil, criminal, administrative, or otherwise) is pending or, to the knowledge of the undersigned after due and diligent inquiry, threatened against or affecting the Borrower, IHDC, Cobalt Ridge Capital Partners, LP, or the Project Site before any court, governmental agency, regulatory body, or arbitral tribunal, that (a) challenges the validity or enforceability of any Loan Document, (b) seeks to restrain or enjoin the consummation of the transactions contemplated by the Loan Documents, (c) involves the Project Site or any portion thereof, or (d) could reasonably be expected to have a material adverse effect on the Borrower's ability to perform its obligations under the Loan Documents or on the value, use, or operation of the Project.
There are no outstanding judgments, injunctions, orders, writs, or decrees of any court, governmental agency, or arbitral tribunal against or affecting the Borrower, IHDC, or the Project Site. The Borrower is not subject to any consent decree, compliance order, or administrative order that could affect its ability to develop, construct, or operate the Project.
Section 8. Ownership Confirmation
The Borrower hereby confirms the following ownership structure and related matters:
(a) Ironhaven Data Centers LLC is the sole member of Ironhaven Loudoun Edge LLC, holding a one hundred percent (100%) membership interest therein.
(b) Cobalt Ridge Capital Partners, LP holds an eighty-two percent (82%) membership interest in Ironhaven Data Centers LLC.
(c) Cobalt Ridge GP LLC, a Delaware limited liability company, is the sole general partner of Cobalt Ridge Capital Partners, LP.
(d) The key principals of Cobalt Ridge Capital Partners, LP are:
(i) Marcus J. Kellner — Managing Partner & Co-Founder; and
(ii) Priya Ramanathan — Partner, Head of Digital Infrastructure.
(e) Ironhaven Loudoun Edge LLC holds fee simple title to the Project Site located at 44350 Prentice Drive, Ashburn, Loudoun County, Virginia 20147, Tax Map Parcel No. 087-23-5571, consisting of approximately 3.2 acres of land, together with all improvements, appurtenances, easements, and rights pertaining thereto. The Borrower acquired fee simple title to the Project Site by Special Warranty Deed recorded in the land records of Loudoun County, Virginia, and has not conveyed, transferred, encumbered, or otherwise disposed of any interest in the Project Site, except for the lien of the Deed of Trust in favor of the Lender and the Permitted Exceptions described in the Loan Agreement.
Section 9. Project Status
The Borrower hereby provides the following certification regarding the status and description of the Project:
The Project consists of a single-story, approximately fifty-two thousand (52,000) square foot data center shell facility with approximately 4.5 megawatts (MW) of critical IT load capacity. The facility is designed with N+1 redundancy on both power distribution and cooling systems to provide continuous uptime and operational resilience consistent with an Harborview Corporation Tier III equivalent standard.
The Project's power infrastructure includes two independent utility feeds from Northgate Partners LLC, providing diverse and redundant utility power supply to the facility. On-site emergency diesel generation consisting of three (3) generators, each rated at 2.5 MW (for an aggregate standby generation capacity of 7.5 MW), will provide backup power in the event of a utility outage, with on-site fuel storage sufficient for a minimum of forty-eight (48) hours of operation at full load.
The estimated construction period for the Project is fourteen (14) months from the date of closing, with estimated substantial completion on or about May 29, 2025. The Outside Completion Date under the Loan Agreement is September 30, 2025. The maximum construction period under the Loan is eighteen (18) months from the date of closing (through September 29, 2025), subject to the Borrower's right to request a single six-month extension upon payment of the extension fee and satisfaction of the conditions set forth in the Loan Agreement.
As of the date hereof, the Borrower has completed the following pre-construction activities: (i) site clearing and grading, (ii) issuance of the building permit, (iii) execution of the GMP construction contract, (iv) mobilization of the general contractor, and (v) commencement of foundation work.
PART II — SECRETARY'S CERTIFICATE / ORGANIZATIONAL MATTERS
Section 10. Incumbency and Authorized Signatories
The undersigned, in the capacity of authorized representative of Ironhaven Loudoun Edge LLC, acting on behalf of Ironhaven Data Centers LLC as the sole member of the Borrower, hereby certifies the names, titles, and genuine signatures of each person duly authorized to execute and deliver the Loan Documents and any other documents, instruments, certificates, draw requests, compliance certificates, or other agreements on behalf of the Borrower in connection with the Loan. The specimen signatures of each such authorized person are set forth on the Incumbency and Specimen Signature Certificate attached hereto as Exhibit H and incorporated herein by reference.
The following persons are the duly authorized representatives of the Borrower as of the date hereof:
The undersigned certifies that the foregoing persons have been duly authorized by the written consent and resolutions described in Section 12 below, and that such authority has not been amended, revoked, or superseded and remains in full force and effect as of the date hereof. The Lender may conclusively rely upon this Certificate and the incumbency information set forth herein and in Exhibit H until the Lender receives a subsequent certificate of the Borrower updating or modifying the information set forth herein.
Section 11. Organizational Documents — Certified Copies Attached
The undersigned hereby certifies that the following documents, attached hereto as the exhibits identified below, are true, correct, and complete copies of the organizational documents of the Borrower and IHDC, as applicable. Each such document is in full force and effect as of the date hereof and has not been further amended, modified, supplemented, or revoked since the date of its adoption or filing, as applicable:
Exhibit A: Articles of Organization of Ironhaven Loudoun Edge LLC, as filed with the Virginia State Corporation Commission on January 8, 2024, Entity ID S9103284. Such Articles of Organization were accepted for filing by the Virginia State Corporation Commission and constitute the charter document of the Borrower. No amendments to such Articles of Organization have been filed or are pending.
Exhibit B: Operating Agreement of Ironhaven Loudoun Edge LLC (the "SPE Operating Agreement"), dated as of January 8, 2024, as adopted by Ironhaven Data Centers LLC as the sole member of the Borrower. The SPE Operating Agreement reflects IHDC as the sole member of the Borrower and incorporates the bankruptcy-remote, single-purpose entity covenants and separateness provisions required by the Lender, including, without limitation, provisions requiring the consent of at least one independent manager/member for voluntary bankruptcy filings and restricting the business activities of the Borrower to the ownership, development, construction, leasing, management, and operation of the Project.
Exhibit C: Certificate of Good Standing (Certificate of Fact of Existence) of Ironhaven Loudoun Edge LLC, issued by the Virginia State Corporation Commission, Entity ID S9103284, dated not earlier than thirty (30) days prior to the closing date. Such Certificate of Good Standing confirms that the Borrower is in good standing and authorized to transact business in the Commonwealth of Virginia.
Exhibit D: Articles of Organization of Ironhaven Data Centers LLC, as filed with the Virginia State Corporation Commission, Entity ID S7842196. Such Articles of Organization constitute the charter document of IHDC and have not been amended since the original filing date.
Exhibit E: Certificate of Good Standing (Certificate of Fact of Existence) of Ironhaven Data Centers LLC, issued by the Virginia State Corporation Commission, Entity ID S7842196, dated not earlier than thirty (30) days prior to the closing date. Such Certificate of Good Standing confirms that IHDC is in good standing and authorized to transact business in the Commonwealth of Virginia.
Exhibit F: Certificate of Limited Partnership and Certificate of Good Standing of Cobalt Ridge Capital Partners, LP, issued by the Secretary of State of the State of Delaware, Federal Employer Identification Number 82-6504391. Such certificate confirms that Cobalt Ridge Capital Partners, LP is a limited partnership in good standing under the laws of the State of Delaware.
Section 12. Resolutions of Sole Member
The undersigned certifies that attached hereto as Exhibit G is a true, correct, and complete copy of the written consent and resolutions (the "Resolutions") of Ironhaven Data Centers LLC, as the sole member of Ironhaven Loudoun Edge LLC, duly adopted in accordance with the Borrower's Operating Agreement and the Virginia Limited Liability Company Act, effective as of March 14, 2024, authorizing the Borrower to take the following actions:
(a) Enter into the Loan Agreement with Pinnacle Federal Savings Bank and borrow up to Forty-Five Million and No/100 Dollars ($45,000,000) from the Lender pursuant to the terms and conditions set forth therein;
(b) Execute and deliver the Promissory Note, dated as of March 18, 2024, in the principal amount of Forty-Five Million and No/100 Dollars ($45,000,000), payable to the order of the Lender;
(c) Execute and deliver the Deed of Trust, Assignment of Leases and Rents, Security Agreement, and Fixture Filing, encumbering the Project Site located in Loudoun County, Virginia, as security for the Loan;
(d) Execute and deliver the Collateral Assignment of Construction Contract, Plans, and Permits, assigning to the Lender all of the Borrower's right, title, and interest in and to the GMP construction contract with Marlowe Asset Management-Pacific Construction, Inc. and all related plans, specifications, permits, licenses, and governmental approvals;
(e) Execute and deliver the Cash Management Agreement, establishing the lockbox, cash management, and revenue waterfall arrangements required by the Lender;
(f) Execute and deliver the Environmental Indemnity Agreement, jointly and severally with IHDC and Cobalt Ridge Capital Partners, LP, indemnifying the Lender against environmental liabilities relating to the Project Site;
(g) Authorize and consent to the grant by IHDC to the Lender of a pledge of one hundred percent (100%) of the membership interests in the Borrower, pursuant to the Pledge Agreement;
(h) Execute and deliver all other Loan Documents, instruments, certificates, and ancillary agreements contemplated by the Loan Agreement, the Deed of Trust, and the other Loan Documents;
(i) Designate Marcus J. Kellner, Priya Ramanathan, and Thomas R. Graydon as authorized representatives of the Borrower, with full power and authority to execute and deliver the Loan Documents and any and all documents, instruments, certificates, draw requests, compliance certificates, and other agreements on behalf of the Borrower in connection with the Loan;
(j) Pay the origination fee of Three Hundred Thirty-Seven Thousand Five Hundred and No/100 Dollars ($337,500), representing 0.75% of the $45,000,000 Loan commitment, and reimburse the Lender's counsel fees and expenses payable to Hargrove, Liddell & Pace LLP, capped at One Hundred Seventy-Five Thousand and No/100 Dollars ($175,000); and
(k) Take all actions necessary, appropriate, or desirable to consummate the transactions contemplated by the Loan Agreement, the Loan Documents, and the Resolutions, including, without limitation, the execution and delivery of any certificates, affidavits, or other instruments required in connection with the closing of the Loan.
The undersigned further certifies that the Resolutions attached hereto as Exhibit G have not been amended, modified, rescinded, or revoked since their adoption and remain in full force and effect as of the date hereof. No other resolutions or actions have been adopted or taken by the sole member that would modify, limit, or restrict the authority granted in the Resolutions.
Section 13. Single-Purpose Entity / Bankruptcy-Remote Covenants
The undersigned hereby certifies that the Borrower has, at all times since its formation on January 8, 2024, complied in all respects with the single-purpose entity and separateness covenants set forth in its Operating Agreement (the SPE Operating Agreement attached as Exhibit B) and in the Loan Agreement, including, without limitation, the following covenants:
(a) The Borrower has conducted no business other than the ownership, development, construction, leasing, management, and operation of the Project, and activities incidental thereto, and has not engaged in any other business activity whatsoever.
(b) The Borrower has maintained its own books of account and records separate and apart from those of any affiliate, member, manager, or other person or entity.
(c) The Borrower has maintained its own separate bank accounts in its own name and has not permitted any affiliate, member, or other entity to commingle funds with those of the Borrower.
(d) The Borrower has held itself out to the public and to all creditors, vendors, and other parties as a legal entity separate and distinct from its members, affiliates, and any other person or entity. The Borrower has conducted its business in its own name and has used separate stationery, invoices, and checks.
(e) The Borrower has not commingled its assets with those of any other person or entity and has maintained its assets in a manner that is not difficult to segregate, ascertain, or otherwise identify as belonging to the Borrower.
(f) The Borrower has observed all limited liability company formalities required by the Virginia Limited Liability Company Act and its Operating Agreement, including maintaining proper records of all member actions and consent resolutions.
(g) The Borrower has not incurred any indebtedness other than (i) the Loan, (ii) ordinary-course trade payables incurred in the normal course of the Borrower's business activities relating to the Project, and (iii) obligations expressly permitted under the Loan Agreement.
(h) The Borrower has at least one independent manager/member (as defined in the SPE Operating Agreement) whose affirmative consent is required for any voluntary bankruptcy filing, dissolution, liquidation, consolidation, or merger of the Borrower, and such independent manager/member has been appointed and is serving as of the date hereof.
(i) The Borrower has maintained adequate capitalization in light of its contemplated business purposes, transactions, and liabilities.
(j) The Borrower has not guaranteed or become liable for any obligation of any other person or entity.
(k) The Borrower has not made any loans or advances to any affiliate, member, or other person or entity.
(l) The Borrower has paid its own expenses and liabilities from its own funds and has not relied on the funds or credit of any affiliate for payment of such expenses.
PART III — ADDITIONAL CERTIFICATIONS
Section 14. Fee Structure Acknowledgment
The Borrower hereby acknowledges and confirms the following fee obligations under the Loan Agreement, and certifies that the Borrower is prepared to satisfy each such fee obligation in accordance with the terms and conditions of the Loan Agreement:
(a) Origination Fee: Three Hundred Thirty-Seven Thousand Five Hundred and No/100 Dollars ($337,500), representing seventy-five basis points (0.75%) of the $45,000,000 Loan commitment, due and payable at closing. The origination fee shall be paid on or before March 29, 2024, in immediately available funds.
(b) Unused Line Fee: Twenty-five basis points (0.25%) per annum on the average daily undrawn and uncommitted balance of the Loan commitment, payable quarterly in arrears on the last business day of each calendar quarter during the construction period.
(c) Exit Fee at Conversion: Twenty-five basis points (0.25%) of the outstanding principal balance of the Loan at the time of conversion from the construction phase to the permanent loan phase, payable on the conversion date.
(d) Extension Fee: Fifty basis points (0.50%) of the then-outstanding Loan commitment amount, payable in the event that the construction period is extended beyond the initial eighteen (18) month term, as a condition to the Lender's approval of any such extension.
(e) Independent Engineer Inspection Fee: Three Thousand Five Hundred and No/100 Dollars ($3,500) per construction draw inspection, payable by the Borrower directly to Whitmore & Associates, PC, the Lender's independent engineer, at the time of each draw request submission.
(f) Reimbursement of Lender's Counsel Fees: The Borrower shall reimburse the Lender for all reasonable fees and expenses of the Lender's counsel, Hargrove, Liddell & Pace LLP, incurred in connection with the negotiation, documentation, and closing of the Loan, provided that such reimbursement shall be capped at One Hundred Seventy-Five Thousand and No/100 Dollars ($175,000).
Section 15. Insurance Confirmation
The Borrower hereby certifies that all insurance coverage required under the Loan Agreement and the other Loan Documents is in full force and effect as of the date hereof, including, without limitation, the following:
(a) Builder's Risk Insurance: Issued by Atlas Property & Casualty Insurance Company, Policy No. BRA-2024-00417, providing all-risk coverage in the amount of Forty-Eight Million and No/100 Dollars ($48,000,000) on a replacement cost basis. Pinnacle Federal Savings Bank is named as an additional insured and as loss payee under such policy. The policy includes a lender's loss payable endorsement and provides for not less than thirty (30) days' prior written notice to the Lender of any cancellation, non-renewal, or material modification. Evidence of such coverage, including certificates of insurance and the lender's loss payable endorsement, has been delivered to the Lender.
(b) Commercial General Liability Insurance: The Borrower maintains commercial general liability insurance coverage as required by the Loan Agreement, with coverage limits and policy terms satisfying the minimum requirements specified therein, naming Pinnacle Federal Savings Bank as an additional insured.
(c) Workers' Compensation and Other Insurance: Marlowe Asset Management-Pacific Construction, Inc., as the general contractor under the GMP construction contract, maintains workers' compensation insurance as required by the laws of the Commonwealth of Virginia and all other insurance coverage required under the terms of the Construction Contract, including commercial general liability, automobile liability, and umbrella/excess liability insurance, with Pinnacle Federal Savings Bank named as an additional insured as required by the Loan Agreement.
The Borrower shall maintain all required insurance coverage continuously throughout the term of the Loan and shall promptly deliver to the Lender evidence of any renewals, replacements, or modifications of such coverage.
Section 16. Construction Contract Confirmation
The Borrower hereby confirms the execution and delivery of the Guaranteed Maximum Price (GMP) construction contract with Marlowe Asset Management-Pacific Construction, Inc. (Robert Castellano, President), with principal offices at 22600 Gateway Center Drive, Suite 300, Sterling, Virginia 20166, in the guaranteed maximum price of Thirty-Three Million Seven Hundred Fifty Thousand and No/100 Dollars ($33,750,000). The Construction Contract sets forth the terms and conditions governing the construction of the Project in accordance with the approved plans and specifications, and includes all provisions required by the Loan Agreement, including, without limitation, assignment and consent provisions in favor of the Lender.
The payment bond and performance bond, each in the penal sum of $33,750,000, issued by Allegiance Bond & Casualty Co. in favor of the Borrower as obligee and naming the Lender as a dual obligee, are in full force and effect as of the date hereof and shall remain in full force and effect through final completion of the Project and the expiration of all warranty periods under the Construction Contract.
Construction draws under the Loan shall be made on a monthly basis, subject to (i) the Borrower's submission of a properly completed and executed draw request in the form required by the Loan Agreement, (ii) certification by the independent engineer (Whitmore & Associates, PC) that the work for which payment is requested has been completed in accordance with the approved plans and specifications and the approved construction budget, and (iii) ten percent (10%) retainage to be withheld from each construction draw until substantial completion of the Project. The retainage shall be released upon satisfaction of all conditions for release of retainage set forth in the Loan Agreement, including final lien waivers from all subcontractors and suppliers.
CERTIFICATION AND EXECUTION
IN WITNESS WHEREOF, the undersigned has executed and delivered this Borrower's Closing Certificate and Secretary's Certificate as of the date first written above, and certifies that all statements, representations, warranties, and certifications contained herein are true, correct, and complete in all material respects as of the date hereof. The undersigned acknowledges that the Lender is relying upon this Certificate and the exhibits attached hereto in connection with the closing of the Loan and the disbursement of Loan proceeds.
Executed and delivered on behalf of Ironhaven Loudoun Edge LLC, a Virginia limited liability company, acting by and through Ironhaven Data Centers LLC, a Virginia limited liability company, its sole member.
IRONHAVEN LOUDOUN EDGE LLC, a Virginia limited liability company
By: Ironhaven Data Centers LLC,
a Virginia limited liability company, its sole member
By: ________
Name: Marcus J. Kellner
Title: Authorized Representative
Date: March 18, 2024
ACKNOWLEDGMENT
COMMONWEALTH OF VIRGINIA COUNTY OF FAIRFAX
Before me, the undersigned, a Notary Public in and for the jurisdiction aforesaid, on this 18th day of March, 2024, personally appeared Marcus J. Kellner, known to me (or proved to me on the basis of satisfactory evidence) to be the person whose name is subscribed to the within instrument, who acknowledged to me that he executed the same in his capacity as Authorized Representative of Ironhaven Loudoun Edge LLC, a Virginia limited liability company, acting by and through Ironhaven Data Centers LLC, a Virginia limited liability company, its sole member, and that by his signature on the instrument, the entity on behalf of which the person acted executed the instrument for the purposes and consideration therein expressed.
WITNESS my hand and official seal.
________________________________________
Notary Public
My Commission Expires: ____
Registration Number: ____
[NOTARIAL SEAL]
LIST OF EXHIBITS
The following exhibits are attached hereto and incorporated herein by reference:
[Exhibits A through H are attached hereto and follow this page.]
Budget Line Item | Amount
Land Acquisition (completed Q4 2023) | $8,250,000
Hard Construction Costs (GMP with Marlowe Asset Management-Pacific Construction, Inc.) | $33,750,000
Soft Costs (Architecture & Engineering, Permitting, Legal, Insurance, Inspections) | $4,200,000
FF&E / MEP Equipment (Mechanical, Electrical, and Plumbing Equipment) | $5,800,000
Contingency (5.0% of Hard Construction Costs) | $1,687,500
Interest Reserve (Capitalized Interest During Construction Period) | $2,362,500
Developer Fee | $950,000
Total Project Cost | $57,000,000
Name | Title | Specimen Signature
Marcus J. Kellner | Authorized Representative | (See Exhibit H)
Priya Ramanathan | Authorized Representative | (See Exhibit H)
Thomas R. Graydon | Vice President, Finance — IHDC | (See Exhibit H)
Exhibit | Description
Exhibit A | Articles of Organization — Ironhaven Loudoun Edge LLC (filed January 8, 2024, Virginia State Corporation Commission, Entity ID S9103284)
Exhibit B | Operating Agreement — Ironhaven Loudoun Edge LLC (SPE Operating Agreement, reflecting single-purpose entity and bankruptcy-remote covenants)
Exhibit C | Certificate of Good Standing (Certificate of Fact of Existence) — Ironhaven Loudoun Edge LLC (Virginia State Corporation Commission, Entity ID S9103284)
Exhibit D | Articles of Organization — Ironhaven Data Centers LLC (Virginia State Corporation Commission, Entity ID S7842196)
Exhibit E | Certificate of Good Standing (Certificate of Fact of Existence) — Ironhaven Data Centers LLC (Virginia State Corporation Commission, Entity ID S7842196)
Exhibit F | Certificate of Limited Partnership / Certificate of Good Standing — Cobalt Ridge Capital Partners, LP (Delaware Secretary of State, EIN 82-6504391)
Exhibit G | Written Consent and Resolutions of Ironhaven Data Centers LLC, as Sole Member of Ironhaven Loudoun Edge LLC, adopted as of March 14, 2024
Exhibit H | Incumbency and Specimen Signature Certificate

BORROWER'S CLOSING CERTIFICATE AND SECRETARY'S CERTIFICATE

RECITALS

CERTIFICATION AND EXECUTION

ACKNOWLEDGMENT

COMMONWEALTH OF VIRGINIA COUNTY OF FAIRFAX

LIST OF EXHIBITS

Record

Parties

Dates

Amounts