Contract analysis

I. EXECUTIVE SUMMARY This memorandum summarizes my review of the title commitment issued for the 19.4-acre parcel commonly known as the "Meridian Parcel" located in unincorporated Loudoun County, Virginia (near Ashburn, VA 20148), in connection with the proposed acquisition of the Meridian Parcel by our client, Ironhaven Data Centers LLC ("IHDC"), for development of the Stonebridge Data Center Campus (the "Campus").

II. PROPERTY DESCRIPTION The Meridian Parcel is described in the Commitment by reference to a metes and bounds legal description set forth in Schedule A thereof, which in turn references the subdivision plat recorded as Instrument No. 201809170045871 in the land records of the Circuit Court of Loudoun County, Virginia (the "Land Records"). The legal description identifies the Meridian Parcel as Lot 2 on the plat of s

III. SCHEDULE A — COMMITMENT DETAILS A. Commitment Information The key details of the Commitment are as follows: The Commitment proposes to issue an ALTA Owner's Policy of Title Insurance in the 2006 form, as modified for use in the Commonwealth of Virginia. The policy amount of $19,400,000 corresponds to the purchase price agreed upon under the Meridian PSA executed April 22, 2025. No issues have been identified wit

IV. SCHEDULE B-I — REQUIREMENTS Schedule B-I of the Commitment sets forth the requirements that must be satisfied prior to issuance of the owner's policy. Each requirement is analyzed below. Requirement 1: Execution and Recording of Deed The Commitment requires the execution and recording of a deed conveying fee simple title to the Meridian Parcel from Meridian Acres LLC to the proposed insured. A Special Warranty De

V. SCHEDULE B-II — EXCEPTIONS FROM COVERAGE Schedule B-II of the Commitment sets forth the exceptions from coverage under the proposed owner's policy. Each exception is analyzed below, together with my recommendation for treatment in the title objection letter and at closing. Exception 1: Standard Exceptions (Printed Exceptions) Description: The Commitment includes the standard printed exceptions from coverage that a

Section 7.1(c) of the Meridian PSA obligates the Seller to deliver title to the Meridian Parcel free and clear of all monetary liens and encumbrances (other than the Permitted Exceptions specified in the PSA). The Existing Deed of Trust is not identified as a Permitted Exception. Accordingly, Seller is contractually obligated to cause the release of this lien at or prior to closing. I recommend confirming with Fideli

VI. CHAIN OF TITLE REVIEW I have reviewed the chain of title for the Meridian Parcel as reflected in the Commitment and the supporting title search documentation provided by Fidelitas. The following is a summary of the ownership history: The chain of title appears regular and continuous. Each conveyance was effected by a recorded deed, and the property descriptions across the deeds in the chain are consistent with on

VII. ENDORSEMENTS The following endorsements will be requested for the owner's policy in connection with the Meridian Parcel acquisition: The availability and pricing of these endorsements must be confirmed with Sovereign Title Insurance Company through Fidelitas. I will coordinate with Fidelitas to obtain a quotation for the endorsements and to confirm any underwriting requirements for issuance. For the lender's pol

VIII. SURVEY COORDINATION An ALTA/NSPS Land Title Survey of the Meridian Parcel is being prepared by Lumen Ridge Engineering, PLLC, under the direction of Carlos Esteban, PE. The following summarizes the status and key parameters of the survey: Upon receipt of the completed survey, a separate Survey Review Memorandum will be prepared and circulated to the deal team. The survey will be reviewed for, among other things

IX. COORDINATION WITH STONEBRIDGE PARCEL TITLE REVIEW As noted in the Executive Summary, a separate Title Review Memorandum has been prepared for the Stonebridge Parcel (62.0 acres, Blackthorn Realty Group, Inc. as seller, commitment effective date April 3, 2025, owner's policy amount $58,500,000) and has been circulated under separate cover. The Stonebridge Parcel and the Meridian Parcel together will constitute the

X. TITLE OBJECTION ITEMS — SUMMARY AND RECOMMENDATIONS Based on my review of the Commitment and the analysis set forth in this memorandum, the following items should be included in the title objection letter to Fiona Dunleavy at Dunleavy & Marsh, PLLC. A draft title objection letter is appended hereto as Attachment D for review and comment. Timeline: The title objection letter should be transmitted within the 75-day

XI. DUE DILIGENCE PERIOD CONSIDERATIONS The Meridian PSA provides a 75-day due diligence period from the date of execution, commencing April 22, 2025 and expiring July 7, 2025. All title objections and curative requests must be made within this period to preserve IHDC's rights under the Meridian PSA. If any title defect is identified that is material and cannot be cured to the satisfaction of IHDC (or, if the PSA is