1043-00003 · Ironhaven Loudoun Edge LLC · Transaction Documents

promissory-note.docx DOCUMENT Real Estate

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Execution Version

PROMISSORY NOTE

$45,000,000.00

Date: March 18, 2024 Ashburn, Virginia

1. Promise to Pay

FOR VALUE RECEIVED, IRONHAVEN LOUDOUN EDGE LLC, a Virginia limited liability company ("Maker" or "Borrower"), having its principal office c/o Ironhaven Data Centers LLC, 1900 Dominion Tower, Suite 400, Tysons Corner, Virginia 22182, and its registered agent at Commonwealth Registered Agents Inc., 1021 E. Cary Street, Richmond, Virginia 23219 (Virginia State Corporation Commission Entity ID: S9103284; Employer Identification Number: 93-4178226), hereby unconditionally promises to pay to the order of PINNACLE FEDERAL SAVINGS BANK, a federally chartered savings bank organized and existing under the laws of the United States of America ("Lender" or "Payee"), having its principal office at 800 Constitution Avenue NW, Suite 550, Washington, DC 20001, or at such other place as the holder hereof may from time to time designate in writing, the principal sum of FORTY-FIVE MILLION AND NO/100 DOLLARS ($45,000,000.00), or so much thereof as may be advanced and remain outstanding from time to time under the Loan Agreement (as defined below), together with interest thereon as hereinafter provided, in lawful money of the United States of America, in immediately available funds.

This Promissory Note (this "Note") is the "Note" referred to in, and is executed and delivered pursuant to, that certain Construction Loan Agreement dated as of March 18, 2024 (as the same may be amended, restated, supplemented, or otherwise modified from time to time, the "Loan Agreement"), by and between Borrower and Lender. All capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in the Loan Agreement. The terms and provisions of the Loan Agreement are hereby incorporated herein by reference as if set forth in full herein.

This Note evidences the obligation of Borrower to repay Advances made by Lender under the Loan Agreement for the construction and development of a 4.5 MW edge data center facility comprising approximately 52,000 rentable square feet located at 44350 Prentice Drive, Ashburn, Loudoun County, Virginia 20147 (Tax Map Parcel No. 087-23-5571) (the "Project" or the "Loudoun Edge Facility"). This Note is entitled to the benefits of, and is subject to the terms and conditions of, the Loan Agreement and the other Loan Documents (as defined in the Loan Agreement).

2. Advances

The principal of this Note shall be advanced by Lender from time to time in accordance with and subject to the terms, conditions, and limitations set forth in the Loan Agreement, including without limitation Article IV thereof governing Draw Requests and disbursement procedures. Borrower acknowledges and agrees that Lender shall have no obligation to make any Advance except in strict compliance with the provisions of the Loan Agreement.

Each Advance shall be disbursed only upon the satisfaction of all conditions precedent set forth in the Loan Agreement, including but not limited to: (i) certification by Whitmore & Associates, PC, the independent construction engineer retained by Lender (the "Independent Engineer"), of construction progress corresponding to the requested Advance; (ii) compliance with the ten percent (10%) retainage requirements applicable to each draw as set forth in the Loan Agreement; and (iii) the prior contribution in full by Borrower of the Twelve Million and No/100 Dollars ($12,000,000.00) equity contribution required under the Loan Agreement. No Advance shall be made if any condition precedent set forth in the Loan Agreement remains unsatisfied or unwaived by Lender.

Lender shall maintain on its books and records a record of all Advances made hereunder and all payments and repayments of principal and interest received from Borrower. The records of Lender with respect to such Advances and payments shall be conclusive evidence of the amounts so advanced and repaid, absent manifest error. In the event of any discrepancy between the records of Lender and the records of Borrower, the records of Lender shall control unless Borrower demonstrates manifest error.

The aggregate outstanding principal balance of this Note shall at no time exceed Forty-Five Million and No/100 Dollars ($45,000,000.00). Any Advance that would cause the aggregate outstanding principal balance to exceed such amount shall not be funded, and Lender shall have no obligation to make any such Advance.

3. Interest — Construction Phase

(a) Construction Period Interest Rate. From and after the date of the first Advance and continuing until the Conversion Date (as defined in Section 6 hereof), interest shall accrue on the outstanding principal balance of this Note at a per annum rate equal to the Adjusted Term SOFR Rate plus two hundred seventy-five basis points (2.75%) (the "Construction Rate"). The Construction Rate shall be adjusted on the first day of each Interest Period to reflect changes in the Adjusted Term SOFR Rate.

(b) Adjusted Term SOFR Rate. As used herein, "Adjusted Term SOFR Rate" means the Term SOFR Rate (as published by the CME Group Benchmark Administration Limited, or any successor administrator acceptable to Lender) for a one (1)-month interest period, plus a SOFR adjustment of ten basis points (0.10%) per annum, determined two (2) U.S. Government Securities Business Days prior to the commencement of each Interest Period. If the Term SOFR Rate is not published on any determination date, Lender shall use the most recently published Term SOFR Rate available as of such date. In the event the Term SOFR Rate is permanently discontinued or becomes unavailable, Lender shall select a replacement benchmark rate in accordance with the provisions of the Loan Agreement governing benchmark transition events, and such replacement rate shall apply for purposes of this Note.

(c) SOFR Floor. Notwithstanding the foregoing or anything to the contrary contained herein, the Term SOFR Rate component used to calculate the Adjusted Term SOFR Rate shall in no event be less than three percent (3.00%) per annum (the "SOFR Floor"). For the avoidance of doubt, if the Term SOFR Rate as published is less than 3.00% per annum on any determination date, the Term SOFR Rate shall be deemed to be 3.00% per annum for purposes of calculating the Construction Rate.

(d) Interest-Only Payments. During the Construction Period, Borrower shall pay interest only on the outstanding principal balance of this Note, payable monthly in arrears, on the first (1st) Business Day of each calendar month, commencing on the first such date following the date of the initial Advance. Each such payment shall include all accrued and unpaid interest through the last day of the immediately preceding calendar month.

(e) Interest Calculation Basis. All interest payable under this Note shall be calculated on the basis of a three hundred sixty (360)-day year and the actual number of days elapsed during each Interest Period (including the first day of such period but excluding the last day thereof). This calculation method shall apply to both the Construction Rate and the Default Rate.

(f) Construction Period Duration. The Construction Period shall commence on the date of the initial Advance and shall continue for up to eighteen (18) months from the date of the Loan Agreement (i.e., through and including September 29, 2025), unless extended in writing by Lender pursuant to the terms of the Loan Agreement. In no event shall the Construction Period extend beyond the Outside Completion Date without the prior written consent of Lender.

(g) Default Rate During Construction Phase. Upon the occurrence and during the continuance of an Event of Default (as defined in the Loan Agreement), the entire outstanding principal balance of this Note shall bear interest at a per annum rate equal to the Construction Rate then in effect plus four hundred basis points (4.00%) (the "Default Rate"), subject to the limitations of applicable law. The Default Rate shall apply from the date of the occurrence of such Event of Default until such Event of Default is cured or waived by Lender, and interest at the Default Rate shall be payable on demand by Lender.

4. Interest — Permanent Phase

(a) Conversion to Fixed Rate. Upon the Conversion Date (as defined in Section 6 hereof), the interest rate on the outstanding principal balance of this Note (such outstanding principal balance as of the Conversion Date being the "Converted Principal") shall automatically convert from the Construction Rate to a fixed per annum rate (the "Permanent Rate"). From and after the Conversion Date, the Permanent Rate shall apply to all amounts outstanding under this Note.

(b) Permanent Rate Calculation. The Permanent Rate shall equal the yield on the five (5)-year United States Treasury Note as of the Conversion Date (as reported in the Federal Reserve Statistical Release H.15 — Selected Interest Rates, or any successor publication thereto, on such date, or if such date is not a publication date, the most recent publication date preceding the Conversion Date) (the "Treasury Rate"), plus two hundred twenty-five basis points (2.25%). The Permanent Rate shall be determined by Lender and communicated to Borrower in writing on or promptly following the Conversion Date, and such determination shall be conclusive absent manifest error.

(c) Fixed Rate. The Permanent Rate, once determined in accordance with Section 4(b) above, shall be fixed for the remainder of the term of this Note and shall not be subject to adjustment, resetting, or modification for any reason, except as otherwise expressly provided herein with respect to the Default Rate.

(d) Default Rate During Permanent Phase. Upon the occurrence and during the continuance of an Event of Default after the Conversion Date, the entire outstanding principal balance of this Note shall bear interest at a per annum rate equal to the Permanent Rate plus four hundred basis points (4.00%) per annum. The Default Rate during the Permanent Phase shall apply from the date of the occurrence of such Event of Default until such Event of Default is cured or waived by Lender, and interest at such Default Rate shall be payable on demand by Lender.

5. Repayment of Principal — Permanent Phase

(a) Amortization. Commencing on the first (1st) Business Day of the first full calendar month following the Conversion Date, and on the first (1st) Business Day of each calendar month thereafter until the Maturity Date, Borrower shall pay to Lender monthly installments of principal and interest based on a twenty-five (25)-year amortization schedule, calculated using the Converted Principal and the Permanent Rate, in substantially equal monthly installments sufficient to fully amortize the Converted Principal over a three hundred (300)-month period. The amount of each such monthly installment shall be determined by Lender and communicated to Borrower in writing on or promptly following the Conversion Date.

(b) Maturity Date. All outstanding principal, all accrued and unpaid interest, and all other amounts due and payable under this Note and the Loan Agreement shall be due and payable in full on the date that is seven (7) years after the Conversion Date (the "Maturity Date"), without demand, notice, or any further action by Lender. If the Maturity Date falls on a day that is not a Business Day, then the Maturity Date shall be the immediately preceding Business Day.

(c) Balloon Payment. A balloon payment equal to the then-outstanding principal balance of this Note, together with all accrued and unpaid interest, late charges, fees, and all other amounts payable hereunder, shall be due and payable on the Maturity Date. Based on current projections, the estimated Maturity Date is expected to occur during the fourth quarter of 2032, subject to the actual Conversion Date. Borrower acknowledges that the monthly amortization payments described in Section 5(a) will not fully repay the outstanding principal balance of this Note prior to the Maturity Date and that a substantial balloon payment will be required at maturity.

(d) Application of Payments. Unless otherwise directed by Lender in connection with the existence or continuance of an Event of Default, all payments received by Lender under this Note shall be applied in the following order: first, to any late charges, fees, costs, and expenses (including attorneys' fees and costs) then due and payable under this Note, the Loan Agreement, or any other Loan Document; second, to accrued and unpaid interest on the outstanding principal balance; and third, to the outstanding principal balance of this Note. Lender shall have the right, in its sole discretion, to alter the order of application of payments during the continuance of an Event of Default.

6. Conversion Conditions

(a) Conversion Generally. The Construction Phase shall convert to the Permanent Phase (the "Conversion") upon written confirmation by Lender to Borrower that all of the following conditions (collectively, the "Conversion Conditions") have been satisfied in full or waived in writing by Lender:

(i) Certificate of Occupancy. Issuance of a final, unconditional certificate of occupancy (or its equivalent) for the Loudoun Edge Facility by the Department of Building and Development of Loudoun County, Virginia, together with all other governmental approvals, permits, and authorizations necessary for the lawful occupancy and operation of the Facility as a data center;

(ii) Pre-Leasing Threshold. Achievement of the Pre-Leasing Threshold: not less than seventy percent (70%) of the total rentable square footage of the Facility (i.e., at least 36,400 square feet of the 52,000 square feet total) shall be subject to executed, binding, and fully effective lease agreements with tenants whose creditworthiness is acceptable to Lender in its reasonable discretion, with such leases being on terms and conditions satisfactory to Lender;

(iii) Lien Waivers. Delivery to Lender of final, unconditional lien waivers and releases from Marlowe Asset Management-Pacific Construction, Inc. (the general contractor) and all subcontractors, sub-subcontractors, materialmen, and suppliers who have performed work on or supplied materials to the Project, in form and substance satisfactory to Lender and sufficient to permit the deletion of any mechanic's lien exception from the title insurance policy;

(iv) As-Built Survey. Delivery to Lender of an as-built ALTA/NSPS Land Title Survey of the Facility, prepared by a licensed surveyor acceptable to Lender, and certified to Lender and to Meridian Surety & Title Company (the title insurer), reflecting the completed improvements and confirming compliance with all applicable setback, zoning, and building requirements;

(v) Appraisal. Confirmation by Graystone Appraisal Group LLC (or such other independent appraiser approved by Lender in writing) that the as-stabilized appraised value of the Facility, determined in accordance with the Uniform Standards of Professional Appraisal Practice, is not less than the value necessary to satisfy the maximum Loan-to-Value ratio set forth in the Loan Agreement (currently seventy percent (70%)), such that the Converted Principal does not exceed seventy percent (70%) of such appraised value;

(vi) No Default. No Event of Default, and no event or condition which, with the giving of notice or the passage of time or both, would constitute an Event of Default, shall have occurred and be continuing as of the Conversion Date; and

(vii) Other Conditions. Satisfaction of all other conditions precedent to Conversion as set forth in the Loan Agreement, including without limitation delivery of updated insurance certificates, estoppel certificates from tenants, and such other documents, instruments, and agreements as Lender may reasonably require.

(b) Conversion Date. The "Conversion Date" shall be the date on which Lender delivers written confirmation to Borrower (which may be by letter, email, or other written communication) that all Conversion Conditions have been satisfied or waived by Lender.

(c) Exit Fee. On the Conversion Date, Borrower shall pay to Lender an exit fee (the "Exit Fee") equal to twenty-five hundredths of one percent (0.25%) of the then-outstanding principal balance of this Note. The Exit Fee shall be fully earned by Lender on the Conversion Date and shall be non-refundable.

7. Prepayment

(a) During Construction Phase. The outstanding principal balance of this Note may be prepaid in whole or in part at any time during the Construction Period without premium or penalty, upon not less than ten (10) Business Days' prior written notice to Lender, specifying the date on which such prepayment is to be made and the principal amount to be prepaid.

(b) During Permanent Phase — Yield Maintenance Period (Years 1 Through 3). During the period commencing on the Conversion Date and ending on the third (3rd) anniversary of the Conversion Date (the "Yield Maintenance Period"), any prepayment of principal under this Note, whether voluntary, involuntary, or by reason of acceleration upon the occurrence of an Event of Default, shall be accompanied by a yield maintenance premium (the "Yield Maintenance Premium") calculated as follows:

The Yield Maintenance Premium shall equal the greater of:

(i) one percent (1.00%) of the principal amount being prepaid; and

(ii) the present value (Discounted at the applicable Treasury Rate) of the excess of (A) the aggregate amount of interest that would have accrued on the principal amount being prepaid from the date of prepayment through the third (3rd) anniversary of the Conversion Date at the Permanent Rate, over (B) the aggregate amount of interest that would accrue on such principal amount for such period at the Treasury Rate, using the yield on the United States Treasury security with a remaining maturity closest to the third (3rd) anniversary of the Conversion Date, as determined by Lender.

The determination of the Yield Maintenance Premium by Lender shall be conclusive absent manifest error. The Yield Maintenance Premium shall be due and payable concurrently with such prepayment and shall constitute additional consideration for the making of the loan evidenced by this Note.

(c) Year 4 Post-Conversion. During the period commencing on the third (3rd) anniversary of the Conversion Date and ending on the fourth (4th) anniversary of the Conversion Date, prepayment of the outstanding principal balance of this Note, in whole or in part, shall be permitted upon payment by Borrower of a prepayment premium equal to one percent (1.00%) of the principal amount being prepaid.

(d) After Year 4 Post-Conversion. From and after the fourth (4th) anniversary of the Conversion Date through and including the Maturity Date, the outstanding principal balance of this Note may be prepaid in whole or in part without premium or penalty.

(e) Prepayment Notices. All prepayments under this Section 7, whether during the Construction Phase or the Permanent Phase, shall require not less than ten (10) Business Days' prior written notice from Borrower to Lender, specifying (i) the date on which such prepayment is to be made (which shall be a Business Day), (ii) the principal amount to be prepaid, and (iii) whether the prepayment is a partial or full prepayment. Once given, any such notice shall be irrevocable, and Borrower shall be obligated to make such prepayment on the date specified therein.

(f) Application of Prepayments. Any partial prepayment of principal shall be applied to the last maturing installments of principal in inverse order of maturity, unless Lender otherwise agrees in writing. No partial prepayment shall relieve Borrower of the obligation to make any regularly scheduled monthly payment of principal and interest required under this Note until the entire principal balance has been paid in full.

8. Late Charges

If any monthly payment of principal, interest, or any other amount due under this Note is not received by Lender within five (5) calendar days after the date on which such payment is due (without regard to any applicable grace period under the Loan Agreement), Borrower shall pay to Lender, immediately upon demand, a late charge equal to five percent (5.00%) of the amount of such overdue payment. Borrower acknowledges that the late payment of any monthly installment will result in Lender incurring additional costs and expenses, the exact amount of which is difficult to ascertain, and that such late charge represents a reasonable estimate of the costs and expenses that Lender will incur by reason of such late payment.

The late charge provided for herein shall be in addition to, and not in lieu of, (i) interest at the Default Rate as provided in Sections 3(g) and 4(d) hereof, (ii) any other remedies available to Lender under this Note, the Loan Agreement, the other Loan Documents, or applicable law, and (iii) Lender's right to recover attorneys' fees and costs of collection as provided herein and in the Loan Agreement.

9. Security

This Note is secured by, among other things, the following security instruments, documents, and agreements, each of which is dated as of the date hereof unless otherwise indicated (collectively, together with this Note and the Loan Agreement, the "Loan Documents"):

(a) Deed of Trust. A Deed of Trust, Assignment of Leases and Rents, Security Agreement, and Fixture Filing dated as of the date hereof (the "Deed of Trust"), executed by Borrower for the benefit of Lender, encumbering the Project site located at 44350 Prentice Drive, Ashburn, Loudoun County, Virginia 20147 (Tax Map Parcel No. 087-23-5571), together with all improvements now or hereafter erected thereon and all fixtures, appurtenances, and rights pertaining thereto, recorded or to be recorded in the Clerk's Office of the Circuit Court of Loudoun County, Virginia;

(b) Assignment of Leases and Rents. An Assignment of Leases and Rents dated as of the date hereof, executed by Borrower in favor of Lender, covering all current and future leases, subleases, licenses, and other occupancy agreements affecting the Project, including without limitation (i) that certain Data Center Lease Agreement dated January 15, 2024, between Borrower, as landlord, and Sentinel Cloud Services, Inc., as tenant, for approximately 22,000 rentable square feet of the Facility, and (ii) that certain Data Center Lease Agreement dated February 5, 2024, between Borrower, as landlord, and Ridgeline Federal Solutions LLC, as tenant, for approximately 16,000 rentable square feet of the Facility, together with all rents, issues, profits, and revenues derived therefrom;

(c) Collateral Assignment of Construction Contract, Plans, and Permits. A Collateral Assignment of Construction Contract, Plans, and Permits dated as of the date hereof, executed by Borrower in favor of Lender, assigning the Guaranteed Maximum Price construction contract (contract price: $33,750,000.00) with Marlowe Asset Management-Pacific Construction, Inc. as general contractor, and all related architectural and engineering plans, drawings, specifications, and governmental permits and approvals (including Loudoun County Building Permit No. BLD-2024-001287) issued in connection with the construction of the Facility;

(d) UCC-1 Financing Statements. UCC-1 financing statements covering all personal property, equipment, furniture, fixtures, machinery, and other tangible and intangible assets of Borrower related to the Project, filed or to be filed with the Virginia State Corporation Commission and in such other filing offices as Lender may deem necessary or appropriate to perfect its security interest therein;

(e) Pledge of Membership Interests. A Pledge and Security Agreement dated as of the date hereof, executed by Ironhaven Data Centers LLC, a Virginia limited liability company (Virginia State Corporation Commission Entity ID: S7842196; Employer Identification Number: 84-3291057), as pledgor, in favor of Lender, pledging one hundred percent (100%) of the membership interests in Borrower;

(f) Completion Guaranty. A Completion Guaranty dated as of the date hereof, executed by Cobalt Ridge Capital Partners, LP, a Delaware limited partnership (Employer Identification Number: 82-6504391), as guarantor, in favor of Lender, guaranteeing the full and timely completion of construction of the Facility in accordance with the plans, specifications, and budget approved by Lender;

(g) Environmental Indemnity Agreement. An Environmental Indemnity Agreement dated as of the date hereof, executed by Ironhaven Data Centers LLC and Cobalt Ridge Capital Partners, LP, jointly and severally, in favor of Lender, indemnifying Lender against all environmental liabilities, losses, costs, and expenses arising out of or related to the Project;

(h) Builder's Risk and Property Insurance. Builder's risk and commercial property insurance issued by Atlas Property & Casualty Insurance Company (Policy No. BRA-2024-00417, coverage amount: $48,000,000.00 replacement cost), naming Lender as additional insured and loss payee, in form, substance, and amounts satisfactory to Lender, as more fully described in the Loan Agreement;

(i) Cash Management Agreement. A Cash Management Agreement dated as of the date hereof, among Borrower, Lender, and the depository bank identified therein, establishing a lockbox and deposit account control arrangement, including a springing cash sweep mechanism that shall be triggered upon the debt service coverage ratio ("DSCR") falling below 1.20x during the Permanent Phase, as more fully described in the Loan Agreement; and

(j) Other Security. Such other security, instruments, certificates, opinions, agreements, and documents as are described in the Loan Agreement and the other Loan Documents, or as Lender may reasonably require from time to time in connection with the loan evidenced by this Note.

Reference is made to the Deed of Trust and the other Loan Documents for a full statement of the rights, remedies, and obligations of Borrower and Lender with respect to the security for this Note.

10. Events of Default; Acceleration

Upon the occurrence of any Event of Default under the Loan Agreement (including without limitation: (i) failure to pay any installment of principal or interest on this Note when due; (ii) breach of any financial covenant, including the minimum debt service coverage ratio of 1.30x, maximum loan-to-value ratio of seventy percent (70%), and minimum liquidity requirement of Five Million and No/100 Dollars ($5,000,000.00); (iii) any material breach of any representation or warranty made by Borrower in the Loan Agreement or any other Loan Document; (iv) failure to achieve Substantial Completion (as defined in the Loan Agreement) of the Facility by the Outside Completion Date of September 30, 2025; (v) the bankruptcy, insolvency, or dissolution of Borrower or any Guarantor; and (vi) other Events of Default as set forth in the Loan Agreement), Lender may, at its option, by written notice to Borrower or without notice if permitted by the Loan Agreement, declare the entire unpaid principal balance of this Note, together with all accrued and unpaid interest, late charges, prepayment premiums (if applicable), the Yield Maintenance Premium (if applicable), and all other amounts due and payable under this Note and the other Loan Documents, to be immediately due and payable, without presentment, demand, protest, or any further notice of any kind, all of which are hereby expressly waived by Borrower.

Reference is made to the Loan Agreement for a complete statement of all Events of Default, notice and cure periods, remedies of Lender, and the rights and obligations of Borrower and Lender in connection therewith. Nothing in this Section 10 shall be deemed to limit, modify, or waive any right or remedy of Lender under the Loan Agreement, the Deed of Trust, any other Loan Document, or applicable law. All remedies of Lender shall be cumulative and may be exercised concurrently or in any order.

11. Waivers by Borrower

Borrower, and all endorsers, sureties, guarantors, and any other party now or hereafter liable for the payment of all or any part of the indebtedness evidenced by this Note, hereby jointly and severally waive, to the fullest extent permitted by applicable law:

(a) presentment for payment, demand, notice of dishonor, protest, and notice of protest with respect to this Note;

(b) diligence in collection and any requirement that Lender proceed first against any collateral, security, or other property of Borrower or any other person before proceeding against Borrower for payment of this Note;

(c) all defenses based on suretyship or impairment of collateral, including any defense arising under Virginia Code Section 49-25 or any similar or successor statute;

(d) the right to assert any statute of limitations as a defense to the payment of all or any part of the indebtedness evidenced by this Note;

(e) all rights of homestead exemption, and any other exemptions or rights as to this indebtedness provided by any law of the Commonwealth of Virginia, any other state, or the United States of America, now existing or hereafter enacted; and

(f) any right to require marshaling of assets by Lender or any other holder of this Note.

No failure or delay on the part of Lender in exercising any right, power, or remedy hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power, or remedy preclude any other or further exercise thereof or the exercise of any other right, power, or remedy. No waiver by Lender of any Event of Default shall be effective unless in writing, and no such waiver shall constitute a waiver of any subsequent or other Event of Default.

12. Loan Agreement Controls

In the event of any conflict or inconsistency between the terms and provisions of this Note and the terms and provisions of the Loan Agreement, the terms and provisions of the Loan Agreement shall govern and control in all respects; provided, however, that the foregoing shall not diminish or modify the unconditional obligation of Borrower to pay the principal sum, interest, and all other amounts specified herein in accordance with the terms of this Note. All terms, conditions, representations, warranties, covenants, and agreements set forth in the Loan Agreement are hereby incorporated herein by reference as if fully set forth in this Note, and Borrower hereby reaffirms all such representations, warranties, covenants, and agreements.

13. Usury Savings Clause

Notwithstanding any provision of this Note, the Loan Agreement, or any other Loan Document to the contrary, the total liability of Borrower for payments in the nature of interest, including all charges, fees, and exactions that constitute interest under applicable law, shall not exceed the limits now or hereafter imposed by the usury laws of the Commonwealth of Virginia or by applicable federal law, whichever permits the higher lawful rate (the "Maximum Lawful Rate"). If any payment of interest or in the nature of interest made under this Note, the Loan Agreement, or any other Loan Document, or if the acceleration of maturity of this Note, would cause the interest contracted for, charged, or received to exceed the Maximum Lawful Rate, the excess amount over the Maximum Lawful Rate shall automatically be credited against the then-outstanding principal balance of this Note (or, if the principal balance has been paid in full, refunded to Borrower), and such crediting or refund shall be made without penalty to Borrower.

It is the express intent of Borrower and Lender that Borrower not pay and Lender not receive, directly or indirectly, in any manner whatsoever, interest in excess of that which may be lawfully charged under applicable law. All sums paid or agreed to be paid to Lender for the use, forbearance, or detention of the indebtedness evidenced by this Note shall, to the extent permitted by applicable law, be amortized, prorated, allocated, and spread throughout the full term of this Note until payment in full.

14. Notices

All notices, demands, requests, consents, approvals, and other communications required or permitted under this Note shall be in writing and shall be delivered in accordance with the notice provisions set forth in the Loan Agreement. Unless and until a different address is provided in accordance with the Loan Agreement, all such communications shall be directed as follows:

If to Borrower:

Ironhaven Loudoun Edge LLC c/o Ironhaven Data Centers LLC 1900 Dominion Tower, Suite 400 Tysons Corner, Virginia 22182

Attention: Priya Ramanathan

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

Calderwood & Harkness LLP 2001 M Street NW, Suite 1200 Washington, DC 20036

Attention: Angela Fontaine

If to Lender:

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

Attention: Thomas R. Whitfield, Senior Vice President, Technology & Data Center Lending

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

Hargrove, Liddell & Pace LLP 1750 K Street NW, Suite 900 Washington, DC 20006

Attention: Jonathan Breckinridge

15. Governing Law; Jurisdiction

This Note shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia (without giving effect to the conflict of laws principles thereof that would require the application of the laws of any other jurisdiction). Borrower hereby irrevocably and unconditionally submits to the non-exclusive jurisdiction of the federal and state courts located in the Commonwealth of Virginia, including the Circuit Court of Loudoun County, Virginia, and the United States District Court for the Eastern District of Virginia (Alexandria Division), in connection with any action, suit, or proceeding arising out of or relating to this Note, the Loan Agreement, or any other Loan Document or the transactions contemplated hereby or thereby. Borrower hereby irrevocably waives, to the fullest extent permitted by applicable law, any objection that it may now or hereafter have to the laying of venue of any such action, suit, or proceeding in any such court and any claim that any such action, suit, or proceeding has been brought in an inconvenient forum.

16. Waiver of Jury Trial

BORROWER AND LENDER EACH HEREBY KNOWINGLY, VOLUNTARILY, AND IRREVOCABLY WAIVE ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, SUIT, PROCEEDING, CLAIM, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS NOTE, THE LOAN AGREEMENT, ANY OTHER LOAN DOCUMENT, OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY, WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER SOUNDING IN CONTRACT, TORT, OR OTHERWISE. BORROWER AND LENDER EACH ACKNOWLEDGE THAT THIS WAIVER IS A MATERIAL INDUCEMENT TO ENTER INTO A BUSINESS RELATIONSHIP, THAT EACH HAS ALREADY RELIED ON THIS WAIVER IN ENTERING INTO THIS NOTE AND THE LOAN AGREEMENT, AND THAT EACH WILL CONTINUE TO RELY ON THIS WAIVER IN THEIR RELATED FUTURE DEALINGS. BORROWER AND LENDER EACH FURTHER WARRANT AND REPRESENT THAT IT HAS HAD THE OPPORTUNITY OF REVIEWING THIS JURY WAIVER WITH LEGAL COUNSEL, AND THAT IT KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS.

17. Amendments; Modifications

This Note may not be amended, modified, supplemented, or restated except by a written instrument duly executed by Borrower and Lender. No oral agreement, course of dealing, or trade usage shall be effective to amend, modify, or supplement any provision of this Note. No waiver of any provision of this Note, and no consent to any departure by Borrower from any provision of this Note, shall be effective unless the same shall be in writing and signed by Lender, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given.

18. Successors and Assigns

This Note shall be binding upon Borrower and its successors and assigns, and shall inure to the benefit of Lender and its successors and assigns. Borrower may not assign, delegate, or transfer its rights or obligations under this Note, in whole or in part, without the prior written consent of Lender, and any purported assignment, delegation, or transfer without such consent shall be null and void. Lender may, at any time, assign, transfer, sell, negotiate, or grant participations in this Note and its rights hereunder, in whole or in part, in accordance with the terms of the Loan Agreement, without notice to or the consent of Borrower (except as otherwise required by the Loan Agreement). Any assignee or transferee of Lender shall be entitled to all of the rights and benefits of Lender hereunder and under the Loan Documents.

19. Severability

If any provision of this Note is held to be invalid, illegal, or unenforceable by any court of competent jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other provision of this Note, and the remaining provisions of this Note shall continue in full force and effect. The parties agree that, if any provision is so held to be invalid, illegal, or unenforceable, such provision shall be reformed to the minimum extent necessary to make such provision valid, legal, and enforceable while preserving the original intent of the parties.

20. Time of the Essence

Time is of the essence with respect to each and every obligation, covenant, and agreement of Borrower under this Note, the Loan Agreement, and each of the other Loan Documents.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK — SIGNATURE PAGE FOLLOWS]

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

BORROWER:

IRONHAVEN LOUDOUN EDGE LLC, a Virginia limited liability company

By: Ironhaven Data Centers LLC,

a Virginia limited liability company, its Sole Member

By: ________

Name: Priya Ramanathan

Title: Chief Executive Officer

Date: March 18, 2024

Address for Borrower:

Ironhaven Loudoun Edge LLC c/o Ironhaven Data Centers LLC 1900 Dominion Tower, Suite 400 Tysons Corner, Virginia 22182

This Note is payable to the order of Pinnacle Federal Savings Bank. No signature by Lender is required on this Note in its capacity as Payee.

ACKNOWLEDGMENT

COMMONWEALTH OF VIRGINIA

COUNTY OF LOUDOUN

Before me, the undersigned Notary Public in and for the jurisdiction aforesaid, personally appeared Priya Ramanathan, who acknowledged herself to be the Chief Executive Officer of Ironhaven Data Centers LLC, a Virginia limited liability company, which is the sole member and manager of Ironhaven Loudoun Edge LLC, a Virginia limited liability company, and that she, being duly authorized to do so, executed the foregoing Promissory Note on behalf of said entity for the purposes therein contained.

GIVEN under my hand and official seal this 18th day of March, 2024.

________________________________________

Notary Public

My Commission Expires: ______

Notary Registration Number: ______

[NOTARIAL SEAL]

Prepared by and after recording return to: Hargrove, Liddell & Pace LLP 1750 K Street NW, Suite 900 Washington, DC 20006

Attention: Jonathan Breckinridge

Execution Version
PROMISSORY NOTE
$45,000,000.00
Date: March 18, 2024 Ashburn, Virginia
1. Promise to Pay
FOR VALUE RECEIVED, IRONHAVEN LOUDOUN EDGE LLC, a Virginia limited liability company ("Maker" or "Borrower"), having its principal office c/o Ironhaven Data Centers LLC, 1900 Dominion Tower, Suite 400, Tysons Corner, Virginia 22182, and its registered agent at Commonwealth Registered Agents Inc., 1021 E. Cary Street, Richmond, Virginia 23219 (Virginia State Corporation Commission Entity ID: S9103284; Employer Identification Number: 93-4178226), hereby unconditionally promises to pay to the order of PINNACLE FEDERAL SAVINGS BANK, a federally chartered savings bank organized and existing under the laws of the United States of America ("Lender" or "Payee"), having its principal office at 800 Constitution Avenue NW, Suite 550, Washington, DC 20001, or at such other place as the holder hereof may from time to time designate in writing, the principal sum of FORTY-FIVE MILLION AND NO/100 DOLLARS ($45,000,000.00), or so much thereof as may be advanced and remain outstanding from time to time under the Loan Agreement (as defined below), together with interest thereon as hereinafter provided, in lawful money of the United States of America, in immediately available funds.
This Promissory Note (this "Note") is the "Note" referred to in, and is executed and delivered pursuant to, that certain Construction Loan Agreement dated as of March 18, 2024 (as the same may be amended, restated, supplemented, or otherwise modified from time to time, the "Loan Agreement"), by and between Borrower and Lender. All capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in the Loan Agreement. The terms and provisions of the Loan Agreement are hereby incorporated herein by reference as if set forth in full herein.
This Note evidences the obligation of Borrower to repay Advances made by Lender under the Loan Agreement for the construction and development of a 4.5 MW edge data center facility comprising approximately 52,000 rentable square feet located at 44350 Prentice Drive, Ashburn, Loudoun County, Virginia 20147 (Tax Map Parcel No. 087-23-5571) (the "Project" or the "Loudoun Edge Facility"). This Note is entitled to the benefits of, and is subject to the terms and conditions of, the Loan Agreement and the other Loan Documents (as defined in the Loan Agreement).
2. Advances
The principal of this Note shall be advanced by Lender from time to time in accordance with and subject to the terms, conditions, and limitations set forth in the Loan Agreement, including without limitation Article IV thereof governing Draw Requests and disbursement procedures. Borrower acknowledges and agrees that Lender shall have no obligation to make any Advance except in strict compliance with the provisions of the Loan Agreement.
Each Advance shall be disbursed only upon the satisfaction of all conditions precedent set forth in the Loan Agreement, including but not limited to: (i) certification by Whitmore & Associates, PC, the independent construction engineer retained by Lender (the "Independent Engineer"), of construction progress corresponding to the requested Advance; (ii) compliance with the ten percent (10%) retainage requirements applicable to each draw as set forth in the Loan Agreement; and (iii) the prior contribution in full by Borrower of the Twelve Million and No/100 Dollars ($12,000,000.00) equity contribution required under the Loan Agreement. No Advance shall be made if any condition precedent set forth in the Loan Agreement remains unsatisfied or unwaived by Lender.
Lender shall maintain on its books and records a record of all Advances made hereunder and all payments and repayments of principal and interest received from Borrower. The records of Lender with respect to such Advances and payments shall be conclusive evidence of the amounts so advanced and repaid, absent manifest error. In the event of any discrepancy between the records of Lender and the records of Borrower, the records of Lender shall control unless Borrower demonstrates manifest error.
The aggregate outstanding principal balance of this Note shall at no time exceed Forty-Five Million and No/100 Dollars ($45,000,000.00). Any Advance that would cause the aggregate outstanding principal balance to exceed such amount shall not be funded, and Lender shall have no obligation to make any such Advance.
3. Interest — Construction Phase
(a) Construction Period Interest Rate. From and after the date of the first Advance and continuing until the Conversion Date (as defined in Section 6 hereof), interest shall accrue on the outstanding principal balance of this Note at a per annum rate equal to the Adjusted Term SOFR Rate plus two hundred seventy-five basis points (2.75%) (the "Construction Rate"). The Construction Rate shall be adjusted on the first day of each Interest Period to reflect changes in the Adjusted Term SOFR Rate.
(b) Adjusted Term SOFR Rate. As used herein, "Adjusted Term SOFR Rate" means the Term SOFR Rate (as published by the CME Group Benchmark Administration Limited, or any successor administrator acceptable to Lender) for a one (1)-month interest period, plus a SOFR adjustment of ten basis points (0.10%) per annum, determined two (2) U.S. Government Securities Business Days prior to the commencement of each Interest Period. If the Term SOFR Rate is not published on any determination date, Lender shall use the most recently published Term SOFR Rate available as of such date. In the event the Term SOFR Rate is permanently discontinued or becomes unavailable, Lender shall select a replacement benchmark rate in accordance with the provisions of the Loan Agreement governing benchmark transition events, and such replacement rate shall apply for purposes of this Note.
(c) SOFR Floor. Notwithstanding the foregoing or anything to the contrary contained herein, the Term SOFR Rate component used to calculate the Adjusted Term SOFR Rate shall in no event be less than three percent (3.00%) per annum (the "SOFR Floor"). For the avoidance of doubt, if the Term SOFR Rate as published is less than 3.00% per annum on any determination date, the Term SOFR Rate shall be deemed to be 3.00% per annum for purposes of calculating the Construction Rate.
(d) Interest-Only Payments. During the Construction Period, Borrower shall pay interest only on the outstanding principal balance of this Note, payable monthly in arrears, on the first (1st) Business Day of each calendar month, commencing on the first such date following the date of the initial Advance. Each such payment shall include all accrued and unpaid interest through the last day of the immediately preceding calendar month.
(e) Interest Calculation Basis. All interest payable under this Note shall be calculated on the basis of a three hundred sixty (360)-day year and the actual number of days elapsed during each Interest Period (including the first day of such period but excluding the last day thereof). This calculation method shall apply to both the Construction Rate and the Default Rate.
(f) Construction Period Duration. The Construction Period shall commence on the date of the initial Advance and shall continue for up to eighteen (18) months from the date of the Loan Agreement (i.e., through and including September 29, 2025), unless extended in writing by Lender pursuant to the terms of the Loan Agreement. In no event shall the Construction Period extend beyond the Outside Completion Date without the prior written consent of Lender.
(g) Default Rate During Construction Phase. Upon the occurrence and during the continuance of an Event of Default (as defined in the Loan Agreement), the entire outstanding principal balance of this Note shall bear interest at a per annum rate equal to the Construction Rate then in effect plus four hundred basis points (4.00%) (the "Default Rate"), subject to the limitations of applicable law. The Default Rate shall apply from the date of the occurrence of such Event of Default until such Event of Default is cured or waived by Lender, and interest at the Default Rate shall be payable on demand by Lender.
4. Interest — Permanent Phase
(a) Conversion to Fixed Rate. Upon the Conversion Date (as defined in Section 6 hereof), the interest rate on the outstanding principal balance of this Note (such outstanding principal balance as of the Conversion Date being the "Converted Principal") shall automatically convert from the Construction Rate to a fixed per annum rate (the "Permanent Rate"). From and after the Conversion Date, the Permanent Rate shall apply to all amounts outstanding under this Note.
(b) Permanent Rate Calculation. The Permanent Rate shall equal the yield on the five (5)-year United States Treasury Note as of the Conversion Date (as reported in the Federal Reserve Statistical Release H.15 — Selected Interest Rates, or any successor publication thereto, on such date, or if such date is not a publication date, the most recent publication date preceding the Conversion Date) (the "Treasury Rate"), plus two hundred twenty-five basis points (2.25%). The Permanent Rate shall be determined by Lender and communicated to Borrower in writing on or promptly following the Conversion Date, and such determination shall be conclusive absent manifest error.
(c) Fixed Rate. The Permanent Rate, once determined in accordance with Section 4(b) above, shall be fixed for the remainder of the term of this Note and shall not be subject to adjustment, resetting, or modification for any reason, except as otherwise expressly provided herein with respect to the Default Rate.
(d) Default Rate During Permanent Phase. Upon the occurrence and during the continuance of an Event of Default after the Conversion Date, the entire outstanding principal balance of this Note shall bear interest at a per annum rate equal to the Permanent Rate plus four hundred basis points (4.00%) per annum. The Default Rate during the Permanent Phase shall apply from the date of the occurrence of such Event of Default until such Event of Default is cured or waived by Lender, and interest at such Default Rate shall be payable on demand by Lender.
5. Repayment of Principal — Permanent Phase
(a) Amortization. Commencing on the first (1st) Business Day of the first full calendar month following the Conversion Date, and on the first (1st) Business Day of each calendar month thereafter until the Maturity Date, Borrower shall pay to Lender monthly installments of principal and interest based on a twenty-five (25)-year amortization schedule, calculated using the Converted Principal and the Permanent Rate, in substantially equal monthly installments sufficient to fully amortize the Converted Principal over a three hundred (300)-month period. The amount of each such monthly installment shall be determined by Lender and communicated to Borrower in writing on or promptly following the Conversion Date.
(b) Maturity Date. All outstanding principal, all accrued and unpaid interest, and all other amounts due and payable under this Note and the Loan Agreement shall be due and payable in full on the date that is seven (7) years after the Conversion Date (the "Maturity Date"), without demand, notice, or any further action by Lender. If the Maturity Date falls on a day that is not a Business Day, then the Maturity Date shall be the immediately preceding Business Day.
(c) Balloon Payment. A balloon payment equal to the then-outstanding principal balance of this Note, together with all accrued and unpaid interest, late charges, fees, and all other amounts payable hereunder, shall be due and payable on the Maturity Date. Based on current projections, the estimated Maturity Date is expected to occur during the fourth quarter of 2032, subject to the actual Conversion Date. Borrower acknowledges that the monthly amortization payments described in Section 5(a) will not fully repay the outstanding principal balance of this Note prior to the Maturity Date and that a substantial balloon payment will be required at maturity.
(d) Application of Payments. Unless otherwise directed by Lender in connection with the existence or continuance of an Event of Default, all payments received by Lender under this Note shall be applied in the following order: first, to any late charges, fees, costs, and expenses (including attorneys' fees and costs) then due and payable under this Note, the Loan Agreement, or any other Loan Document; second, to accrued and unpaid interest on the outstanding principal balance; and third, to the outstanding principal balance of this Note. Lender shall have the right, in its sole discretion, to alter the order of application of payments during the continuance of an Event of Default.
6. Conversion Conditions
(a) Conversion Generally. The Construction Phase shall convert to the Permanent Phase (the "Conversion") upon written confirmation by Lender to Borrower that all of the following conditions (collectively, the "Conversion Conditions") have been satisfied in full or waived in writing by Lender:
(i) Certificate of Occupancy. Issuance of a final, unconditional certificate of occupancy (or its equivalent) for the Loudoun Edge Facility by the Department of Building and Development of Loudoun County, Virginia, together with all other governmental approvals, permits, and authorizations necessary for the lawful occupancy and operation of the Facility as a data center;
(ii) Pre-Leasing Threshold. Achievement of the Pre-Leasing Threshold: not less than seventy percent (70%) of the total rentable square footage of the Facility (i.e., at least 36,400 square feet of the 52,000 square feet total) shall be subject to executed, binding, and fully effective lease agreements with tenants whose creditworthiness is acceptable to Lender in its reasonable discretion, with such leases being on terms and conditions satisfactory to Lender;
(iii) Lien Waivers. Delivery to Lender of final, unconditional lien waivers and releases from Marlowe Asset Management-Pacific Construction, Inc. (the general contractor) and all subcontractors, sub-subcontractors, materialmen, and suppliers who have performed work on or supplied materials to the Project, in form and substance satisfactory to Lender and sufficient to permit the deletion of any mechanic's lien exception from the title insurance policy;
(iv) As-Built Survey. Delivery to Lender of an as-built ALTA/NSPS Land Title Survey of the Facility, prepared by a licensed surveyor acceptable to Lender, and certified to Lender and to Meridian Surety & Title Company (the title insurer), reflecting the completed improvements and confirming compliance with all applicable setback, zoning, and building requirements;
(v) Appraisal. Confirmation by Graystone Appraisal Group LLC (or such other independent appraiser approved by Lender in writing) that the as-stabilized appraised value of the Facility, determined in accordance with the Uniform Standards of Professional Appraisal Practice, is not less than the value necessary to satisfy the maximum Loan-to-Value ratio set forth in the Loan Agreement (currently seventy percent (70%)), such that the Converted Principal does not exceed seventy percent (70%) of such appraised value;
(vi) No Default. No Event of Default, and no event or condition which, with the giving of notice or the passage of time or both, would constitute an Event of Default, shall have occurred and be continuing as of the Conversion Date; and
(vii) Other Conditions. Satisfaction of all other conditions precedent to Conversion as set forth in the Loan Agreement, including without limitation delivery of updated insurance certificates, estoppel certificates from tenants, and such other documents, instruments, and agreements as Lender may reasonably require.
(b) Conversion Date. The "Conversion Date" shall be the date on which Lender delivers written confirmation to Borrower (which may be by letter, email, or other written communication) that all Conversion Conditions have been satisfied or waived by Lender.
(c) Exit Fee. On the Conversion Date, Borrower shall pay to Lender an exit fee (the "Exit Fee") equal to twenty-five hundredths of one percent (0.25%) of the then-outstanding principal balance of this Note. The Exit Fee shall be fully earned by Lender on the Conversion Date and shall be non-refundable.
7. Prepayment
(a) During Construction Phase. The outstanding principal balance of this Note may be prepaid in whole or in part at any time during the Construction Period without premium or penalty, upon not less than ten (10) Business Days' prior written notice to Lender, specifying the date on which such prepayment is to be made and the principal amount to be prepaid.
(b) During Permanent Phase — Yield Maintenance Period (Years 1 Through 3). During the period commencing on the Conversion Date and ending on the third (3rd) anniversary of the Conversion Date (the "Yield Maintenance Period"), any prepayment of principal under this Note, whether voluntary, involuntary, or by reason of acceleration upon the occurrence of an Event of Default, shall be accompanied by a yield maintenance premium (the "Yield Maintenance Premium") calculated as follows:
The Yield Maintenance Premium shall equal the greater of:
(i) one percent (1.00%) of the principal amount being prepaid; and
(ii) the present value (Discounted at the applicable Treasury Rate) of the excess of (A) the aggregate amount of interest that would have accrued on the principal amount being prepaid from the date of prepayment through the third (3rd) anniversary of the Conversion Date at the Permanent Rate, over (B) the aggregate amount of interest that would accrue on such principal amount for such period at the Treasury Rate, using the yield on the United States Treasury security with a remaining maturity closest to the third (3rd) anniversary of the Conversion Date, as determined by Lender.
The determination of the Yield Maintenance Premium by Lender shall be conclusive absent manifest error. The Yield Maintenance Premium shall be due and payable concurrently with such prepayment and shall constitute additional consideration for the making of the loan evidenced by this Note.
(c) Year 4 Post-Conversion. During the period commencing on the third (3rd) anniversary of the Conversion Date and ending on the fourth (4th) anniversary of the Conversion Date, prepayment of the outstanding principal balance of this Note, in whole or in part, shall be permitted upon payment by Borrower of a prepayment premium equal to one percent (1.00%) of the principal amount being prepaid.
(d) After Year 4 Post-Conversion. From and after the fourth (4th) anniversary of the Conversion Date through and including the Maturity Date, the outstanding principal balance of this Note may be prepaid in whole or in part without premium or penalty.
(e) Prepayment Notices. All prepayments under this Section 7, whether during the Construction Phase or the Permanent Phase, shall require not less than ten (10) Business Days' prior written notice from Borrower to Lender, specifying (i) the date on which such prepayment is to be made (which shall be a Business Day), (ii) the principal amount to be prepaid, and (iii) whether the prepayment is a partial or full prepayment. Once given, any such notice shall be irrevocable, and Borrower shall be obligated to make such prepayment on the date specified therein.
(f) Application of Prepayments. Any partial prepayment of principal shall be applied to the last maturing installments of principal in inverse order of maturity, unless Lender otherwise agrees in writing. No partial prepayment shall relieve Borrower of the obligation to make any regularly scheduled monthly payment of principal and interest required under this Note until the entire principal balance has been paid in full.
8. Late Charges
If any monthly payment of principal, interest, or any other amount due under this Note is not received by Lender within five (5) calendar days after the date on which such payment is due (without regard to any applicable grace period under the Loan Agreement), Borrower shall pay to Lender, immediately upon demand, a late charge equal to five percent (5.00%) of the amount of such overdue payment. Borrower acknowledges that the late payment of any monthly installment will result in Lender incurring additional costs and expenses, the exact amount of which is difficult to ascertain, and that such late charge represents a reasonable estimate of the costs and expenses that Lender will incur by reason of such late payment.
The late charge provided for herein shall be in addition to, and not in lieu of, (i) interest at the Default Rate as provided in Sections 3(g) and 4(d) hereof, (ii) any other remedies available to Lender under this Note, the Loan Agreement, the other Loan Documents, or applicable law, and (iii) Lender's right to recover attorneys' fees and costs of collection as provided herein and in the Loan Agreement.
9. Security
This Note is secured by, among other things, the following security instruments, documents, and agreements, each of which is dated as of the date hereof unless otherwise indicated (collectively, together with this Note and the Loan Agreement, the "Loan Documents"):
(a) Deed of Trust. A Deed of Trust, Assignment of Leases and Rents, Security Agreement, and Fixture Filing dated as of the date hereof (the "Deed of Trust"), executed by Borrower for the benefit of Lender, encumbering the Project site located at 44350 Prentice Drive, Ashburn, Loudoun County, Virginia 20147 (Tax Map Parcel No. 087-23-5571), together with all improvements now or hereafter erected thereon and all fixtures, appurtenances, and rights pertaining thereto, recorded or to be recorded in the Clerk's Office of the Circuit Court of Loudoun County, Virginia;
(b) Assignment of Leases and Rents. An Assignment of Leases and Rents dated as of the date hereof, executed by Borrower in favor of Lender, covering all current and future leases, subleases, licenses, and other occupancy agreements affecting the Project, including without limitation (i) that certain Data Center Lease Agreement dated January 15, 2024, between Borrower, as landlord, and Sentinel Cloud Services, Inc., as tenant, for approximately 22,000 rentable square feet of the Facility, and (ii) that certain Data Center Lease Agreement dated February 5, 2024, between Borrower, as landlord, and Ridgeline Federal Solutions LLC, as tenant, for approximately 16,000 rentable square feet of the Facility, together with all rents, issues, profits, and revenues derived therefrom;
(c) Collateral Assignment of Construction Contract, Plans, and Permits. A Collateral Assignment of Construction Contract, Plans, and Permits dated as of the date hereof, executed by Borrower in favor of Lender, assigning the Guaranteed Maximum Price construction contract (contract price: $33,750,000.00) with Marlowe Asset Management-Pacific Construction, Inc. as general contractor, and all related architectural and engineering plans, drawings, specifications, and governmental permits and approvals (including Loudoun County Building Permit No. BLD-2024-001287) issued in connection with the construction of the Facility;
(d) UCC-1 Financing Statements. UCC-1 financing statements covering all personal property, equipment, furniture, fixtures, machinery, and other tangible and intangible assets of Borrower related to the Project, filed or to be filed with the Virginia State Corporation Commission and in such other filing offices as Lender may deem necessary or appropriate to perfect its security interest therein;
(e) Pledge of Membership Interests. A Pledge and Security Agreement dated as of the date hereof, executed by Ironhaven Data Centers LLC, a Virginia limited liability company (Virginia State Corporation Commission Entity ID: S7842196; Employer Identification Number: 84-3291057), as pledgor, in favor of Lender, pledging one hundred percent (100%) of the membership interests in Borrower;
(f) Completion Guaranty. A Completion Guaranty dated as of the date hereof, executed by Cobalt Ridge Capital Partners, LP, a Delaware limited partnership (Employer Identification Number: 82-6504391), as guarantor, in favor of Lender, guaranteeing the full and timely completion of construction of the Facility in accordance with the plans, specifications, and budget approved by Lender;
(g) Environmental Indemnity Agreement. An Environmental Indemnity Agreement dated as of the date hereof, executed by Ironhaven Data Centers LLC and Cobalt Ridge Capital Partners, LP, jointly and severally, in favor of Lender, indemnifying Lender against all environmental liabilities, losses, costs, and expenses arising out of or related to the Project;
(h) Builder's Risk and Property Insurance. Builder's risk and commercial property insurance issued by Atlas Property & Casualty Insurance Company (Policy No. BRA-2024-00417, coverage amount: $48,000,000.00 replacement cost), naming Lender as additional insured and loss payee, in form, substance, and amounts satisfactory to Lender, as more fully described in the Loan Agreement;
(i) Cash Management Agreement. A Cash Management Agreement dated as of the date hereof, among Borrower, Lender, and the depository bank identified therein, establishing a lockbox and deposit account control arrangement, including a springing cash sweep mechanism that shall be triggered upon the debt service coverage ratio ("DSCR") falling below 1.20x during the Permanent Phase, as more fully described in the Loan Agreement; and
(j) Other Security. Such other security, instruments, certificates, opinions, agreements, and documents as are described in the Loan Agreement and the other Loan Documents, or as Lender may reasonably require from time to time in connection with the loan evidenced by this Note.
Reference is made to the Deed of Trust and the other Loan Documents for a full statement of the rights, remedies, and obligations of Borrower and Lender with respect to the security for this Note.
10. Events of Default; Acceleration
Upon the occurrence of any Event of Default under the Loan Agreement (including without limitation: (i) failure to pay any installment of principal or interest on this Note when due; (ii) breach of any financial covenant, including the minimum debt service coverage ratio of 1.30x, maximum loan-to-value ratio of seventy percent (70%), and minimum liquidity requirement of Five Million and No/100 Dollars ($5,000,000.00); (iii) any material breach of any representation or warranty made by Borrower in the Loan Agreement or any other Loan Document; (iv) failure to achieve Substantial Completion (as defined in the Loan Agreement) of the Facility by the Outside Completion Date of September 30, 2025; (v) the bankruptcy, insolvency, or dissolution of Borrower or any Guarantor; and (vi) other Events of Default as set forth in the Loan Agreement), Lender may, at its option, by written notice to Borrower or without notice if permitted by the Loan Agreement, declare the entire unpaid principal balance of this Note, together with all accrued and unpaid interest, late charges, prepayment premiums (if applicable), the Yield Maintenance Premium (if applicable), and all other amounts due and payable under this Note and the other Loan Documents, to be immediately due and payable, without presentment, demand, protest, or any further notice of any kind, all of which are hereby expressly waived by Borrower.
Reference is made to the Loan Agreement for a complete statement of all Events of Default, notice and cure periods, remedies of Lender, and the rights and obligations of Borrower and Lender in connection therewith. Nothing in this Section 10 shall be deemed to limit, modify, or waive any right or remedy of Lender under the Loan Agreement, the Deed of Trust, any other Loan Document, or applicable law. All remedies of Lender shall be cumulative and may be exercised concurrently or in any order.
11. Waivers by Borrower
Borrower, and all endorsers, sureties, guarantors, and any other party now or hereafter liable for the payment of all or any part of the indebtedness evidenced by this Note, hereby jointly and severally waive, to the fullest extent permitted by applicable law:
(a) presentment for payment, demand, notice of dishonor, protest, and notice of protest with respect to this Note;
(b) diligence in collection and any requirement that Lender proceed first against any collateral, security, or other property of Borrower or any other person before proceeding against Borrower for payment of this Note;
(c) all defenses based on suretyship or impairment of collateral, including any defense arising under Virginia Code Section 49-25 or any similar or successor statute;
(d) the right to assert any statute of limitations as a defense to the payment of all or any part of the indebtedness evidenced by this Note;
(e) all rights of homestead exemption, and any other exemptions or rights as to this indebtedness provided by any law of the Commonwealth of Virginia, any other state, or the United States of America, now existing or hereafter enacted; and
(f) any right to require marshaling of assets by Lender or any other holder of this Note.
No failure or delay on the part of Lender in exercising any right, power, or remedy hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power, or remedy preclude any other or further exercise thereof or the exercise of any other right, power, or remedy. No waiver by Lender of any Event of Default shall be effective unless in writing, and no such waiver shall constitute a waiver of any subsequent or other Event of Default.
12. Loan Agreement Controls
In the event of any conflict or inconsistency between the terms and provisions of this Note and the terms and provisions of the Loan Agreement, the terms and provisions of the Loan Agreement shall govern and control in all respects; provided, however, that the foregoing shall not diminish or modify the unconditional obligation of Borrower to pay the principal sum, interest, and all other amounts specified herein in accordance with the terms of this Note. All terms, conditions, representations, warranties, covenants, and agreements set forth in the Loan Agreement are hereby incorporated herein by reference as if fully set forth in this Note, and Borrower hereby reaffirms all such representations, warranties, covenants, and agreements.
13. Usury Savings Clause
Notwithstanding any provision of this Note, the Loan Agreement, or any other Loan Document to the contrary, the total liability of Borrower for payments in the nature of interest, including all charges, fees, and exactions that constitute interest under applicable law, shall not exceed the limits now or hereafter imposed by the usury laws of the Commonwealth of Virginia or by applicable federal law, whichever permits the higher lawful rate (the "Maximum Lawful Rate"). If any payment of interest or in the nature of interest made under this Note, the Loan Agreement, or any other Loan Document, or if the acceleration of maturity of this Note, would cause the interest contracted for, charged, or received to exceed the Maximum Lawful Rate, the excess amount over the Maximum Lawful Rate shall automatically be credited against the then-outstanding principal balance of this Note (or, if the principal balance has been paid in full, refunded to Borrower), and such crediting or refund shall be made without penalty to Borrower.
It is the express intent of Borrower and Lender that Borrower not pay and Lender not receive, directly or indirectly, in any manner whatsoever, interest in excess of that which may be lawfully charged under applicable law. All sums paid or agreed to be paid to Lender for the use, forbearance, or detention of the indebtedness evidenced by this Note shall, to the extent permitted by applicable law, be amortized, prorated, allocated, and spread throughout the full term of this Note until payment in full.
14. Notices
All notices, demands, requests, consents, approvals, and other communications required or permitted under this Note shall be in writing and shall be delivered in accordance with the notice provisions set forth in the Loan Agreement. Unless and until a different address is provided in accordance with the Loan Agreement, all such communications shall be directed as follows:
If to Borrower:
Ironhaven Loudoun Edge LLC c/o Ironhaven Data Centers LLC 1900 Dominion Tower, Suite 400 Tysons Corner, Virginia 22182
Attention: Priya Ramanathan
With a copy to (which shall not constitute notice):
Calderwood & Harkness LLP 2001 M Street NW, Suite 1200 Washington, DC 20036
Attention: Angela Fontaine
If to Lender:
Pinnacle Federal Savings Bank 800 Constitution Avenue NW, Suite 550 Washington, DC 20001
Attention: Thomas R. Whitfield, Senior Vice President, Technology & Data Center Lending
With a copy to (which shall not constitute notice):
Hargrove, Liddell & Pace LLP 1750 K Street NW, Suite 900 Washington, DC 20006
Attention: Jonathan Breckinridge
15. Governing Law; Jurisdiction
This Note shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia (without giving effect to the conflict of laws principles thereof that would require the application of the laws of any other jurisdiction). Borrower hereby irrevocably and unconditionally submits to the non-exclusive jurisdiction of the federal and state courts located in the Commonwealth of Virginia, including the Circuit Court of Loudoun County, Virginia, and the United States District Court for the Eastern District of Virginia (Alexandria Division), in connection with any action, suit, or proceeding arising out of or relating to this Note, the Loan Agreement, or any other Loan Document or the transactions contemplated hereby or thereby. Borrower hereby irrevocably waives, to the fullest extent permitted by applicable law, any objection that it may now or hereafter have to the laying of venue of any such action, suit, or proceeding in any such court and any claim that any such action, suit, or proceeding has been brought in an inconvenient forum.
16. Waiver of Jury Trial
BORROWER AND LENDER EACH HEREBY KNOWINGLY, VOLUNTARILY, AND IRREVOCABLY WAIVE ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, SUIT, PROCEEDING, CLAIM, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS NOTE, THE LOAN AGREEMENT, ANY OTHER LOAN DOCUMENT, OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY, WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER SOUNDING IN CONTRACT, TORT, OR OTHERWISE. BORROWER AND LENDER EACH ACKNOWLEDGE THAT THIS WAIVER IS A MATERIAL INDUCEMENT TO ENTER INTO A BUSINESS RELATIONSHIP, THAT EACH HAS ALREADY RELIED ON THIS WAIVER IN ENTERING INTO THIS NOTE AND THE LOAN AGREEMENT, AND THAT EACH WILL CONTINUE TO RELY ON THIS WAIVER IN THEIR RELATED FUTURE DEALINGS. BORROWER AND LENDER EACH FURTHER WARRANT AND REPRESENT THAT IT HAS HAD THE OPPORTUNITY OF REVIEWING THIS JURY WAIVER WITH LEGAL COUNSEL, AND THAT IT KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS.
17. Amendments; Modifications
This Note may not be amended, modified, supplemented, or restated except by a written instrument duly executed by Borrower and Lender. No oral agreement, course of dealing, or trade usage shall be effective to amend, modify, or supplement any provision of this Note. No waiver of any provision of this Note, and no consent to any departure by Borrower from any provision of this Note, shall be effective unless the same shall be in writing and signed by Lender, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given.
18. Successors and Assigns
This Note shall be binding upon Borrower and its successors and assigns, and shall inure to the benefit of Lender and its successors and assigns. Borrower may not assign, delegate, or transfer its rights or obligations under this Note, in whole or in part, without the prior written consent of Lender, and any purported assignment, delegation, or transfer without such consent shall be null and void. Lender may, at any time, assign, transfer, sell, negotiate, or grant participations in this Note and its rights hereunder, in whole or in part, in accordance with the terms of the Loan Agreement, without notice to or the consent of Borrower (except as otherwise required by the Loan Agreement). Any assignee or transferee of Lender shall be entitled to all of the rights and benefits of Lender hereunder and under the Loan Documents.
19. Severability
If any provision of this Note is held to be invalid, illegal, or unenforceable by any court of competent jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other provision of this Note, and the remaining provisions of this Note shall continue in full force and effect. The parties agree that, if any provision is so held to be invalid, illegal, or unenforceable, such provision shall be reformed to the minimum extent necessary to make such provision valid, legal, and enforceable while preserving the original intent of the parties.
20. Time of the Essence
Time is of the essence with respect to each and every obligation, covenant, and agreement of Borrower under this Note, the Loan Agreement, and each of the other Loan Documents.
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IN WITNESS WHEREOF, Borrower has duly executed and delivered this Promissory Note as of the date first written above.
BORROWER:
IRONHAVEN LOUDOUN EDGE LLC, a Virginia limited liability company
By: Ironhaven Data Centers LLC,
a Virginia limited liability company, its Sole Member
By: ________
Name: Priya Ramanathan
Title: Chief Executive Officer
Date: March 18, 2024
Address for Borrower:
Ironhaven Loudoun Edge LLC c/o Ironhaven Data Centers LLC 1900 Dominion Tower, Suite 400 Tysons Corner, Virginia 22182
This Note is payable to the order of Pinnacle Federal Savings Bank. No signature by Lender is required on this Note in its capacity as Payee.
ACKNOWLEDGMENT
COMMONWEALTH OF VIRGINIA
COUNTY OF LOUDOUN
Before me, the undersigned Notary Public in and for the jurisdiction aforesaid, personally appeared Priya Ramanathan, who acknowledged herself to be the Chief Executive Officer of Ironhaven Data Centers LLC, a Virginia limited liability company, which is the sole member and manager of Ironhaven Loudoun Edge LLC, a Virginia limited liability company, and that she, being duly authorized to do so, executed the foregoing Promissory Note on behalf of said entity for the purposes therein contained.
GIVEN under my hand and official seal this 18th day of March, 2024.
________________________________________
Notary Public
My Commission Expires: ______
Notary Registration Number: ______
[NOTARIAL SEAL]
Prepared by and after recording return to: Hargrove, Liddell & Pace LLP 1750 K Street NW, Suite 900 Washington, DC 20006
Attention: Jonathan Breckinridge

Execution Version

PROMISSORY NOTE

BORROWER:

ACKNOWLEDGMENT

COMMONWEALTH OF VIRGINIA

COUNTY OF LOUDOUN

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