Contract analysis

Section 1.1 Defined Terms. Capitalized terms used but not otherwise defined in this Agreement shall have the meanings ascribed to them in the Purchase Agreement. As used in this Agreement, the following terms shall have the meanings set forth below: (a) "Agreement" means this Escrow Agreement, including all Exhibits attached hereto, as the same may be amended, restated, supplemented, or otherwise modified from time t

Section 1.2 Incorporation of Purchase Agreement Definitions. All defined terms set forth in the Purchase Agreement and not otherwise defined herein are hereby incorporated into this Agreement by reference and shall have the same meanings when used in this Agreement as when used in the Purchase Agreement. In the event of any inconsistency between a definition set forth in this Agreement and a definition set forth in t

Section 1.3 Rules of Construction. Unless the context otherwise requires, (a) words importing the singular include the plural and vice versa, (b) words importing a gender include each gender, (c) references to "including" or "includes" shall mean "including, without limitation" or "includes, without limitation," (d) references to any statute, regulation, or rule include all rules, regulations, and amendments promulga

ARTICLE 2 — DEPOSIT OF EARNEST MONEY

Section 2.1 Amount and Timing. Within two (2) Business Days following the mutual execution and delivery of the Purchase Agreement (i.e., no later than April 24, 2025), Buyer shall deliver to Escrow Agent the Deposit in the amount of Nine Hundred Seventy Thousand Dollars ($970,000.00) by wire transfer of immediately available funds to the Escrow Account, in accordance with the wire transfer instructions set forth in E

Section 2.2 Escrow Account. Upon receipt of the Deposit, Escrow Agent shall promptly deposit the funds into a federally insured interest-bearing escrow account at a financial institution selected by Escrow Agent in its reasonable discretion (the "Escrow Account"). The Escrow Account shall be established and maintained in the name of Fidelitas Title & Escrow, Inc., as escrow agent for the benefit of Buyer and Seller.

Section 2.3 Acknowledgment of Receipt. Escrow Agent shall provide written acknowledgment of receipt of the Deposit to Buyer, Seller, and their respective counsel within one (1) Business Day following Escrow Agent's receipt of the Deposit. Such acknowledgment shall confirm the date of receipt, the amount received, the name and account number of the Escrow Account into which the Deposit has been deposited, and shall be

Section 2.4 Tax Identification Numbers. For purposes of tax reporting and compliance with the Internal Revenue Code and applicable Treasury Regulations, the Parties hereby provide the following taxpayer identification numbers: (a) Buyer (Ironhaven Data Centers LLC): Employer Identification Number 84-3291057. (b) Seller (Meridian Acres LLC): Employer Identification Number 84-6120983. All interest and earnings on the D

ARTICLE 3 — INVESTMENT OF ESCROW FUNDS

Section 3.1 Permitted Investments. Escrow Agent shall invest the Deposit, including any interest and earnings accrued thereon, in one or more of the following types of investments (collectively, "Permitted Investments"): (a) Direct obligations of, or obligations the principal and interest on which are unconditionally guaranteed by, the United States of America, including United States Treasury bills, notes, or bonds,

Section 3.2 Interest Accrual. All interest and other earnings on the Deposit, from whatever source derived, shall be deemed part of the Deposit for all purposes of this Agreement and shall be held, invested, and disbursed together with the principal of the Deposit to the Party entitled thereto under this Agreement. The Parties acknowledge that the rate of interest earned on the Deposit may fluctuate and that the Escr

Section 3.3 Risk of Loss. Escrow Agent shall not be liable for any loss of principal or interest, or for any diminution in the value of the Deposit, resulting from investments made in accordance with this Article 3, including any loss resulting from the insolvency or failure of any depository institution at which the Escrow Account is maintained, except to the extent that such loss directly and proximately results fr

ARTICLE 4 — DISBURSEMENT OF ESCROW FUNDS

Section 4.1 Disbursement at Closing. Upon the closing of the sale of the Property in accordance with the Purchase Agreement on or about September 15, 2025 (or such other date as may be established as the Closing Date pursuant to the Purchase Agreement), Escrow Agent shall disburse the entire Deposit, together with all accrued interest and earnings thereon, to Seller (or as otherwise directed in the settlement stateme

Section 4.2 Disbursement to Buyer — Termination During Due Diligence Period. If Buyer elects to terminate the Purchase Agreement at any time during the Due Diligence Period (i.e., on or before 5:00 p.m. Eastern Time on July 7, 2025) in accordance with and pursuant to the terms of the Purchase Agreement, the Deposit shall be returned to Buyer in its entirety, together with all accrued interest and earnings thereon. To

Section 4.3 Disbursement to Seller — Buyer Default. If Buyer defaults under the Purchase Agreement after the expiration of the Due Diligence Period (i.e., after 5:00 p.m. Eastern Time on July 7, 2025) and fails to close on the Closing Date of September 15, 2025, for reasons not excused by the Purchase Agreement (including, without limitation, the failure of any condition precedent to Buyer's obligation to close that

Section 4.4 Disbursement to Buyer — Seller Default. If Seller defaults under the Purchase Agreement, including, without limitation, Seller's failure or refusal to convey the Property at the Closing Date in accordance with the terms of the Purchase Agreement (for reasons other than Buyer's default or the failure of a condition to Seller's obligations under the Purchase Agreement), Buyer may seek the return of the Depo

Section 4.5 Joint Written Instructions. Notwithstanding any other provision of this Agreement, Escrow Agent shall disburse the Deposit (in whole or in part) upon receipt of joint written instructions signed by both Buyer and Seller (or their respective authorized counsel of record identified in Recital F hereof), directing the amount, timing, and manner of such disbursement and identifying the payee(s) and wire trans

ARTICLE 5 — DISPUTES AND INTERPLEADER

Section 5.1 Conflicting Instructions. If Escrow Agent receives conflicting instructions, notices, or demands from Buyer and Seller regarding the disbursement of the Deposit, or if Escrow Agent in good faith is uncertain as to its obligations under this Agreement, Escrow Agent shall not be obligated to disburse the Deposit and may, in its sole discretion, continue to hold the Deposit in the Escrow Account until the ea

Section 5.2 Interpleader. If Escrow Agent is unable to determine the proper disposition of the Deposit due to conflicting claims, demands, or instructions from Buyer and Seller, or if Escrow Agent in good faith believes that a bona fide dispute exists between Buyer and Seller as to entitlement to the Deposit, Escrow Agent may, at any time and in its sole discretion, deposit the entire Deposit (together with all accru

Section 5.3 Notice Procedure for Disputes. Any Party asserting a right to disbursement of the Deposit, in whole or in part, shall provide written notice to the other Parties and to Escrow Agent, which notice shall include, at a minimum, the following information: (a) The identity of the Party making the claim and the amount of the Deposit demanded; (b) A statement of the contractual or legal basis for the claim, incl

ARTICLE 6 — ESCROW AGENT PROVISIONS

Section 6.1 Duties and Standard of Care. Escrow Agent's duties and obligations are limited solely and exclusively to those expressly set forth in this Agreement. Escrow Agent shall act as a depository only and shall have no duty or obligation to enforce, interpret, or construe the Purchase Agreement or any other agreement between Buyer and Seller. Escrow Agent shall act in accordance with the written instructions set

Section 6.2 Reliance on Documents. Escrow Agent may rely upon, and shall be fully protected in acting or refraining from acting upon, any written notice, instruction, certificate, demand, request, consent, receipt, waiver, direction, or other document or communication believed by Escrow Agent in good faith to be genuine and to have been signed, executed, or delivered by the proper Party or Parties, or by a duly autho

Section 6.3 Limitation of Liability. Escrow Agent shall not be liable for any action taken or omitted to be taken by Escrow Agent in good faith in accordance with this Agreement, except to the extent that any loss, claim, damage, or liability directly and proximately results from Escrow Agent's own gross negligence, willful misconduct, or fraud. In no event shall Escrow Agent be liable for any consequential, indirect

Section 6.4 Indemnification of Escrow Agent. Buyer and Seller, jointly and severally, agree to indemnify, defend, and hold harmless Escrow Agent and its directors, officers, employees, agents, and representatives (collectively, the "Escrow Agent Indemnified Parties") from and against any and all claims, actions, suits, proceedings, demands, liabilities, losses, damages, costs, and expenses (including, without limitat

Section 6.5 Compensation. Escrow Agent shall be entitled to reasonable compensation for its services hereunder in accordance with Escrow Agent's published schedule of fees, copies of which have been provided to Buyer and Seller prior to the execution of this Agreement. Such fees shall be payable by Buyer unless otherwise agreed by the Parties in the Purchase Agreement or at the time of closing of the transaction. In

Section 6.6 Resignation of Escrow Agent. Escrow Agent may resign as escrow agent under this Agreement at any time upon thirty (30) days' prior written notice to Buyer and Seller at the addresses set forth in Article 9 hereof. Upon resignation, Escrow Agent shall deliver the Deposit (together with all accrued interest and earnings thereon) to a successor escrow agent mutually agreed upon by Buyer and Seller within suc

Section 6.7 Removal of Escrow Agent. Buyer and Seller, by joint written instruction signed by both parties, may remove Escrow Agent and appoint a successor escrow agent at any time, with or without cause. Upon receipt of such joint written instruction, Escrow Agent shall deliver the Deposit (together with all accrued interest and earnings thereon) to the designated successor escrow agent within five (5) Business Days

ARTICLE 7 — TITLE INSURANCE MATTERS

Section 7.1 Relationship to Title Services. The Parties acknowledge and agree that Fidelitas Title & Escrow, Inc. is also serving as the title company and settlement agent for the acquisition of the Meridian Parcel by Buyer. In such capacity, Escrow Agent has issued a title commitment with an effective date of April 10, 2025 (the "Title Commitment"), underwritten by Sovereign Title Insurance Company, committing to is

Section 7.2 No Conflict. In the event of any conflict or inconsistency between the provisions of this Agreement and any separate title commitment, title instructions, closing instructions, or settlement instructions issued by Escrow Agent (whether in its capacity as title company, settlement agent, or otherwise), this Agreement shall control with respect to the holding and disbursement of the Deposit at all times pri

Section 8.1 Assignment by Buyer. Buyer may assign its rights and interests under the Purchase Agreement, including the benefit of this Escrow Agreement, to Stonebridge Campus Holdings LLC, a Virginia limited liability company to be formed and wholly owned by Ironhaven Data Centers LLC, or to any other entity that is controlled by, under common control with, or controlling Buyer (any such entity, a "Buyer Affiliate"),

Section 8.2 Assignment by Seller. Seller may not assign its rights or obligations under this Agreement without the prior written consent of Buyer, which consent may be granted or withheld in Buyer's sole and absolute discretion. Any purported assignment by Seller without such prior written consent shall be null, void, and of no force or effect.

Section 9.1 General Notice Provisions. All notices, demands, requests, consents, approvals, designations, and other communications required or permitted under this Agreement (collectively, "Notices") shall be in writing and shall be deemed duly given, made, and received: (a) When personally delivered to the Party or the Party's designated representative; (b) One (1) Business Day following deposit with a nationally re

Section 9.2 Notice Addresses. All Notices shall be addressed as follows: To Buyer: Ironhaven Data Centers LLC 44680 Prentice Drive, Suite 200 Ashburn, Virginia 20147 Attn: Marcus Thorne, Chief Executive Officer With a copy (which shall not constitute notice) to: Ironhaven Data Centers LLC 44680 Prentice Drive, Suite 200 Ashburn, Virginia 20147 Attn: Priya Dasgupta, Chief Financial Officer And with a copy (which shall

Section 9.3 Changes. Any Party may change its address, email address, or designated representative for Notices hereunder by providing written notice of such change to all other Parties in accordance with this Article 9. Such change shall be effective upon receipt of the notice by all other Parties.

ARTICLE 10 — REPRESENTATIONS AND WARRANTIES

Section 10.1 Buyer's Representations and Warranties. Buyer hereby represents and warrants to Seller and Escrow Agent, as of the Effective Date, as follows: (a) Organization and Standing. Buyer is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware, and is authorized to transact business in the Commonwealth of Virginia (Virginia State Corporation C

Section 10.2 Seller's Representations and Warranties. Seller hereby represents and warrants to Buyer and Escrow Agent, as of the Effective Date, as follows: (a) Organization and Standing. Seller is a limited liability company duly organized, validly existing, and in good standing under the laws of the Commonwealth of Virginia. (b) Power and Authority. Seller has full limited liability company power and authority to e

Section 10.3 Escrow Agent's Representations and Warranties. Escrow Agent hereby represents and warrants to Buyer and Seller, as of the Effective Date, as follows: (a) Organization and Standing. Escrow Agent is a corporation duly organized, validly existing, and in good standing under the laws of the Commonwealth of Virginia and is duly licensed to provide title insurance and escrow services in the Commonwealth of Vir

ARTICLE 11 — GOVERNING LAW AND JURISDICTION

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

Section 11.2 Jurisdiction and Venue. Any action, suit, or proceeding arising out of, relating to, or in connection with this Agreement, or the breach, termination, validity, or enforceability thereof, shall be brought exclusively in the Circuit Court of Loudoun County, Virginia, or, if federal subject matter jurisdiction exists, in the United States District Court for the Eastern District of Virginia, Alexandria Divi

Section 11.3 Waiver of Jury Trial. EACH PARTY HEREBY KNOWINGLY, VOLUNTARILY, AND IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHTS TO A TRIAL BY JURY IN ANY ACTION, SUIT, PROCEEDING, CLAIM, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE DEPOSIT, OR THE TRANSACTIONS CONTEMPLATED HEREBY. THIS WAIVER IS A MATERIAL INDUCEMENT FOR EACH PARTY TO ENTER INTO THIS AGR

ARTICLE 12 — GENERAL PROVISIONS

Section 12.1 Entire Agreement. This Agreement, together with the Purchase Agreement dated as of April 22, 2025, and the Exhibits attached hereto, constitutes the entire agreement among the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, discussions, representations, understandings, and agreements, whether oral or written, relating to such subject matter. No

Section 12.2 Amendments. This Agreement may not be amended, modified, supplemented, or waived except by a written instrument duly executed by all Parties hereto. No waiver of any provision of this Agreement shall be effective unless set forth in a written instrument signed by the Party against whom such waiver is to be enforced, and no such waiver shall constitute a waiver of any other provision or a continuing waive

Section 12.3 Severability. If any provision of this Agreement, or the application of any such provision to any Party or set of circumstances, is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect the validity, legality, or enforceability of the remaining provisions of this Agreement, and the remaining pro

Section 12.4 Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which, taken together, shall constitute one and the same instrument. Facsimile, electronic, and Portable Document Format (PDF) signatures shall be deemed original signatures for all purposes of this Agreement. The Parties agree that this Agreement may be executed and deli

Section 12.5 Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective heirs, executors, administrators, successors, and permitted assigns, subject to the limitations on assignment set forth in Article 8 hereof.

Section 12.6 Headings. The article, section, and subsection headings contained in this Agreement are for convenience of reference only and shall not affect in any way the meaning, interpretation, or construction of this Agreement.

Section 12.7 Relationship to Purchase Agreement. In the event of any conflict or inconsistency between the terms and provisions of this Agreement and the terms and provisions of the Purchase Agreement with respect to the holding, investment, or disbursement of the Deposit, the terms and provisions of this Agreement shall control, except as expressly provided otherwise herein. This Agreement is intended to supplement

Section 12.8 No Third-Party Beneficiaries. Except as expressly provided herein (including the rights of Escrow Agent Indemnified Parties under Section 6.4), nothing in this Agreement, express or implied, is intended to or shall confer upon any person or entity other than the Parties and their respective permitted successors and assigns any rights, benefits, remedies, obligations, or liabilities of any nature whatsoev

Section 12.9 Time of the Essence. Time is of the essence with respect to all dates, deadlines, and time periods set forth in this Agreement, including, without limitation, the deadline for delivery of the Deposit, the expiration of the Due Diligence Period, the Closing Date, and all notice and objection periods set forth herein. [SIGNATURE PAGES FOLLOW] IN WITNESS WHEREOF, the Parties have executed this Escrow Agreem

1. Prior to initiating any wire transfer, Buyer (or Buyer's counsel) should contact Escrow Agent by telephone at the number provided under separate cover to confirm these wire transfer instructions. Wire fraud is a growing concern; do not rely solely on wire instructions received via email without verbal confirmation.