Contract analysis

From: Cynthia Ho <cho@calderwoodharkness.com> To: Fiona Dunleavy <fdunleavy@dunleavymarsh.com> Cc: Douglas Fairchild <dfairchild@calderwoodharkness.com> Subject: Meridian Parcel — Confirmation of PSA Execution and Earnest Money Deposit

I am writing to confirm that the Purchase and Sale Agreement dated April 22, 2025 (the "PSA"), by and between Meridian Acres LLC ("Seller") and Ironhaven Data Centers LLC ("IHDC" or "Buyer"), for the acquisition of the approximately 19.4-acre parcel located adjacent to the Stonebridge Parcel in Ashburn, Loudoun County, Virginia (Tax Map Ref. /95-4A-2///), has been fully executed by both parties as of today. The purch

With respect to the earnest money deposit, IHDC has wired the deposit of $970,000 — representing 5% of the $19,400,000 purchase price — to Fidelitas Title & Escrow, Inc., which is serving as escrow agent pursuant to the terms of the executed Escrow Agreement (copy attached). The wire was initiated today and directed to Fidelitas at its offices at 44121 Harry Byrd Highway, Suite 120, Ashburn, VA 20147. We will forward

As you are aware, the 75-day due diligence period under the PSA commences as of today's execution date and will expire on July 7, 2025. IHDC's consultants intend to commence their inspections and studies promptly, including the following:

- **Phase I Environmental Site Assessment** — Pendleton Environmental Associates, Inc. (Dr. Renata Volkov), with a target completion date of June 1, 2025; - **ALTA/NSPS Land Title Survey** — Lumen Ridge Engineering, PLLC (Carlos Esteban, PE), with a target completion date of June 15, 2025; and - **Geotechnical Investigation** — Brannigan Geotechnical Engineering, LLC (Neil Brannigan, PE).

We would appreciate Seller's cooperation in providing reasonable access to the property for these inspections as contemplated under Section [__] of the PSA. We will coordinate scheduling of site visits with you or directly with Mr. Ashford, as you prefer. In addition, our title review is underway based on the title commitment issued by Fidelitas Title & Escrow, Inc. (underwritten by Sovereign Title Insurance Company)

The targeted closing date for the Meridian Parcel transaction remains September 15, 2025, as set forth in the PSA. We will be in touch with you following completion of our title review regarding any title objections, if applicable. For your reference, our matter number is 1043-00002, and we ask that you include it in future correspondence related to this transaction.

We appreciate the cooperation of you and your client in bringing the PSA to execution efficiently. Please do not hesitate to reach out if you have any questions or if there is anything you would like to discuss.

**Cynthia Ho** Calderwood & Harkness LLP 1900 K Street NW, Suite 800 Washington, DC 20006 T: (202) 555-4180 E: cho@calderwoodharkness.com

**Attachments:** 1. Fully Executed Purchase and Sale Agreement — Meridian Parcel (Meridian Acres LLC / Ironhaven Data Centers LLC), dated April 22, 2025 2. Executed Escrow Agreement — Earnest Money Deposit (Meridian Parcel) with Fidelitas Title & Escrow, Inc.

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