Contract analysis

1. Standard/Permitted Exceptions (No Objection) Before identifying its specific title objections, Buyer acknowledges that certain standard Schedule B-II exceptions appear in the Title Commitment to which Buyer does not object at this time, subject to the qualifications and reservations noted below. The following exceptions are deemed acceptable as permitted exceptions under Section 5.1 of the PSA: (a) Real Property T

2. Title Objections Buyer hereby objects to the following matters disclosed in the Title Commitment or otherwise identified in connection with Buyer's review of title to the Property. Each objection is presented below with a description of the matter, the basis for Buyer's objection, and the curative action requested. All instrument references correspond to recordings in the Office of the Clerk of the Circuit Court o

3. Survey Reservation As noted in Section 1 above, the ALTA/NSPS Land Title Survey for the Meridian Parcel is currently being prepared by Lumen Ridge Engineering, PLLC, under the supervision of Carlos Esteban, PE, PLS (Virginia Professional Engineer License No. 044891; Virginia Professional Land Surveyor License No. 3782). The survey is being prepared in accordance with the 2021 Minimum Standard Detail Requirements f

4. Environmental Note In connection with its due diligence investigation of the Property, Buyer has engaged Pendleton Environmental Associates, Inc. (lead environmental scientist: Dr. Renata Volkov, PhD, CPG) to prepare a Phase I Environmental Site Assessment ("Phase I ESA") for the Meridian Parcel in accordance with ASTM Standard E1527-21 and the EPA All Appropriate Inquiries Rule (40 C.F.R. Part 312). The Phase I E

5. Requirements for Closing / Summary of Requested Curative Actions For ease of reference, the following is a summary of all curative actions requested in connection with the title objections set forth in Section 2 above. Each curative action must be completed at or prior to the Closing, currently targeted for September 15, 2025, with evidence of cure delivered to Buyer's counsel (Calderwood & Harkness LLP) and to Fi

1. Deed of Trust / Mortgage Lien (Objection 1): Seller shall obtain a payoff statement from Piedmont Savings Bank, N.A. and shall pay off the indebtedness secured by the Deed of Trust (Instrument No. 20190314-0028735) in full at or prior to Closing, and shall cause the delivery and recording of a recordable Certificate of Satisfaction or Deed of Release in the land records of Loudoun County, Virginia.

2. Judgment Lien (Objection 2): Seller shall satisfy the Judgment Lien (Case No. CL-2024-04891, Dominion Materials Supply, Inc. v. Meridian Acres LLC and Theodore R. Ashford) in full and shall obtain and record a Satisfaction of Judgment or Certificate of Release in the land records of Loudoun County, Virginia.

3. Conflicting Utility Easement (Objection 3): Seller shall obtain a relocation, subordination, partial release, or complete release of the Commonwealth Gas Transmission, LLC easement (Instrument No. 20030915-0094221), or shall provide competent engineering evidence satisfactory to Buyer and Vantage Power Cooperative demonstrating that the existing easement does not conflict with the planned 230kV/34.5kV substation s

4. Third-Party Possessory Interests (Objection 4): Seller shall deliver a Seller's Affidavit of Title and Possession confirming that no third party has any lease, license, right of occupancy, or possessory interest in or to the Property, and shall cause the removal of the general exception for rights of parties in possession from the final owner's title insurance policy. Seller shall terminate any existing third-part

5. Boundary Discrepancy (Objection 5): Seller shall cooperate with the ALTA/NSPS survey being prepared by Lumen Ridge Engineering, PLLC and, if a gap, overlap, or other boundary discrepancy is identified at the common boundary with the Stonebridge Parcel (Tax Map Ref. /95-4A-1///), shall execute and deliver such corrective instruments (boundary line adjustment deeds, quitclaim deeds, corrective deeds, or lot line vac

6. Restrictive Covenants (Objection 6): Seller shall obtain and record a release, termination, or modification of the Declaration of Covenants, Conditions, and Restrictions (Instrument No. 19980722-0061445, as amended), to the extent that any provisions thereof prohibit or materially impair data center campus development on the Property, including utility infrastructure, substation, and generator installations.

7. Mechanic's / Materialman's Liens (Objection 7): Seller shall provide unconditional final lien waivers and releases from all contractors, subcontractors, and material suppliers who have performed labor on or furnished materials to the Property within one hundred twenty (120) days prior to the Closing Date, and shall deliver a Seller's Affidavit confirming that all such parties have been paid in full and that no lie

6. Deadline for Response Pursuant to Section 5.2(b) of the PSA, Seller is required to respond in writing to this Title Objection Letter within fifteen (15) business days following Seller's receipt hereof. Seller's response should indicate, with respect to each objection identified in Section 2 above, whether Seller (a) agrees to cure the objection and deliver evidence of cure at or prior to Closing, (b) has already c

7. Reservation of Rights Buyer expressly reserves all rights and remedies available to it under the PSA and under applicable law, including without limitation the right to: (a) terminate the PSA and receive a return of the earnest money deposit in the event that Seller fails to cure the title objections identified herein within the required timeframe; (b) waive any or all title objections at Buyer's sole discretion;

1. Copy of Title Commitment issued by Fidelitas Title & Escrow, Inc. (as agent for Sovereign Title Insurance Company), Commitment No. STI-VA-2025-041587, effective date April 10, 2025

2. Schedule of Specific Schedule B-II Exception Numbers Corresponding to Each Title Objection (to be completed upon finalization of this letter) DC\1043-00002\TITLEOBJECTIONMERIDIAN_v3