Contract analysis

ARTICLE 1 — DEFINITIONS As used in this Agreement, the following terms shall have the meanings ascribed to them below. Capitalized terms used but not defined in this Agreement shall have the meanings assigned to them in the PSA, unless the context otherwise requires.

Section 1.1 "Business Day" means any day other than a Saturday, Sunday, or any day on which commercial banks in the Commonwealth of Virginia are authorized or required by law or executive order to close.

Section 1.2 "Closing" means the closing of the purchase and sale of the Stonebridge Parcel pursuant to the terms and conditions of the PSA, which is currently targeted for September 15, 2025, or such other date as Buyer and Seller may agree in writing.

Section 1.3 "Closing Date" means the date on which the Closing actually occurs.

Section 1.4 "Deposit" or "Earnest Money Deposit" means, collectively, the First Deposit and the Second Deposit, together with all interest, earnings, income, and other amounts accrued or earned thereon while held by Escrow Agent.

Section 1.5 "Due Diligence Period" means the ninety (90)-day period commencing on the date of execution of the PSA (April 15, 2025) and expiring at 5:00 p.m. Eastern Time on July 14, 2025, subject to any extension thereof agreed to in writing by Buyer and Seller in accordance with the terms of the PSA.

Section 1.6 "First Deposit" means the sum of One Million Four Hundred Sixty-Two Thousand Five Hundred and 00/100 Dollars ($1,462,500.00), to be deposited by Buyer with Escrow Agent within two (2) Business Days following the mutual execution and delivery of the PSA and this Agreement.

Section 1.7 "Permitted Investments" has the meaning set forth in Section 3.1 of this Agreement.

Section 1.8 "PSA" means the Purchase and Sale Agreement dated as of April 15, 2025, by and between Buyer and Seller, as the same may be amended, modified, or supplemented from time to time in accordance with its terms.

Section 1.9 "Second Deposit" means the sum of One Million Four Hundred Sixty-Two Thousand Five Hundred and 00/100 Dollars ($1,462,500.00), to be deposited by Buyer with Escrow Agent within two (2) Business Days following the expiration of the Due Diligence Period, provided that Buyer has not exercised its right to terminate the PSA during the Due Diligence Period in accordance with the terms thereof.

Section 1.10 "Stonebridge Parcel" means the approximately 62.0 acres of real property located at the northeast corner of Belmont Ridge Road and Stonebridge Boulevard, in unincorporated Loudoun County, Virginia, more particularly identified by Loudoun County Tax Map Reference /95-4A-1/// and more particularly described on Exhibit C attached hereto and incorporated herein by reference.

ARTICLE 2 — APPOINTMENT OF ESCROW AGENT; DEPOSIT OF EARNEST MONEY

Section 2.1 — Appointment. Buyer and Seller hereby appoint Fidelitas Title & Escrow, Inc. as Escrow Agent for the purposes set forth in this Agreement, and Escrow Agent hereby accepts such appointment and agrees to hold, invest, and disburse the Earnest Money Deposit in accordance with and subject to the terms and conditions of this Agreement. The Parties acknowledge that Escrow Agent acts solely in its capacity as a

Section 2.2 — Receipt of First Deposit. (a) Buyer shall deliver the First Deposit in the amount of One Million Four Hundred Sixty-Two Thousand Five Hundred and 00/100 Dollars ($1,462,500.00) to Escrow Agent by wire transfer of immediately available funds within two (2) Business Days following the mutual execution and delivery of the PSA and this Agreement. The wire transfer instructions for Escrow Agent's designated

Section 2.3 — Receipt of Second Deposit. (a) Buyer shall deliver the Second Deposit in the amount of One Million Four Hundred Sixty-Two Thousand Five Hundred and 00/100 Dollars ($1,462,500.00) to Escrow Agent by wire transfer of immediately available funds within two (2) Business Days following the expiration of the Due Diligence Period on July 14, 2025 (i.e., on or before July 16, 2025), provided that Buyer has not

Section 2.4 — Failure to Deposit. (a) If Buyer fails to deliver the First Deposit within the time period required by Section 2.2(a) above, Seller shall have the right to terminate the PSA upon written notice to Buyer and Escrow Agent, and, upon such termination, this Escrow Agreement shall automatically terminate and shall be of no further force or effect, and no Party shall have any further obligations hereunder (ex

Section 2.5 — Tax Identification Numbers. (a) The federal employer identification number of Buyer (Ironhaven Data Centers LLC) is 84-3291057. (b) The federal employer identification number of Seller (Blackthorn Realty Group, Inc.) is 54-1987234. (c) All interest and earnings accrued on the Earnest Money Deposit while held by Escrow Agent shall be reported under Buyer's tax identification number (EIN: 84-3291057) unle

ARTICLE 3 — INVESTMENT OF DEPOSIT

Section 3.1 — Investment Instructions. Escrow Agent shall invest and reinvest the Earnest Money Deposit in one or more of the following instruments or accounts (collectively, "Permitted Investments"), as directed in writing by Buyer (or, in the absence of written direction from Buyer within five (5) Business Days following the deposit of any funds, in the Escrow Agent's standard money market or interest-bearing escro

Section 3.2 — Interest and Earnings. All interest, income, and other earnings accrued or earned on the Earnest Money Deposit shall become a part of the Earnest Money Deposit and shall be disbursed in accordance with Article 4 of this Agreement. Escrow Agent shall not be responsible or liable for any loss of principal or interest resulting from any investment or reinvestment made in good faith and in accordance with t

Section 3.3 — Tax Reporting. Escrow Agent shall issue Internal Revenue Service Form 1099-INT, or such other applicable tax reporting form as may be required by applicable law, with respect to interest and earnings accrued on the Earnest Money Deposit. Such form shall be issued in the name and under the tax identification number of Buyer (Ironhaven Data Centers LLC, EIN: 84-3291057), unless and until the Deposit has b

ARTICLE 4 — DISBURSEMENT OF DEPOSIT

Section 4.1 — Disbursement at Closing. Upon the Closing of the purchase and sale of the Stonebridge Parcel pursuant to the PSA, which is currently targeted for September 15, 2025, Escrow Agent shall disburse the entire Earnest Money Deposit (including all interest, income, and earnings accrued thereon) to Seller, or as otherwise directed in the settlement statement or closing statement approved and executed by Buyer

Section 4.2 — Disbursement to Buyer upon Termination During Due Diligence Period. If Buyer terminates the PSA in accordance with its terms during the Due Diligence Period (on or before 5:00 p.m. Eastern Time on July 14, 2025), Escrow Agent shall disburse the entire Earnest Money Deposit (including all interest, income, and earnings accrued thereon) to Buyer within five (5) Business Days following Escrow Agent's recei

Section 4.3 — Disbursement to Seller upon Buyer Default. If, after the expiration of the Due Diligence Period, Seller provides written notice to Escrow Agent (with a concurrent copy to Buyer and to Buyer's counsel, Cynthia Ho, at Calderwood & Harkness LLP, 1900 K Street NW, Suite 800, Washington, DC 20006) that Buyer has defaulted under the PSA and that Seller is entitled to the Earnest Money Deposit as liquidated da

Section 4.4 — Disbursement upon Seller Default. If Buyer provides written notice to Escrow Agent (with a concurrent copy to Seller and to Seller's counsel, Harrison Poole, at Whitfield, Poole & Stratton LLP, 305 Harrison Street SE, Suite 200, Leesburg, Virginia 20175) that Seller has defaulted under the PSA and that Buyer is entitled to the return of the Earnest Money Deposit in accordance with the terms of the PSA,

Section 4.5 — Joint Written Instructions. Notwithstanding any other provision of this Agreement to the contrary, Escrow Agent shall at all times be authorized and directed to disburse all or any portion of the Earnest Money Deposit in accordance with joint written instructions signed by both Buyer and Seller (or their duly authorized representatives or counsel of record), substantially in the form attached hereto as

Section 4.6 — Assignment of PSA. The PSA contemplates that Buyer may assign its rights thereunder to Stonebridge Campus Holdings LLC, a to-be-formed single-purpose Virginia limited liability company to be wholly owned by Ironhaven Data Centers LLC, or to another entity as permitted under the PSA. If Buyer assigns its rights under the PSA to Stonebridge Campus Holdings LLC (or any other permitted assignee), references

ARTICLE 5 — DISPUTE RESOLUTION

Section 5.1 — Conflicting Instructions; Disputes. If Escrow Agent receives conflicting instructions or demands from Buyer and Seller with respect to the disbursement of the Earnest Money Deposit, or if any dispute arises between Buyer and Seller concerning the entitlement to all or any portion of the Deposit, Escrow Agent shall: (a) Refrain from disbursing the Deposit or any portion thereof until Escrow Agent has rec

Section 5.2 — Interpleader. If conflicting demands are made upon Escrow Agent with respect to the Deposit, or if Escrow Agent is in good faith uncertain or in doubt as to the proper disposition of the Deposit, Escrow Agent shall have the right (but not the obligation) to take any or all of the following actions: (a) Deposit the Earnest Money Deposit (including all interest, income, and earnings accrued thereon) with

Section 5.3 — Governing Law and Jurisdiction. Any dispute arising out of or relating to the Deposit or this Agreement shall be governed by the laws of the Commonwealth of Virginia, without regard to its conflict-of-laws principles. The Parties irrevocably submit to the exclusive jurisdiction and venue of the Circuit Court of Loudoun County, Virginia, or the United States District Court for the Eastern District of Vir

ARTICLE 6 — RIGHTS, DUTIES, AND LIMITATIONS OF ESCROW AGENT

Section 6.1 — Standard of Care. Escrow Agent shall hold and disburse the Earnest Money Deposit in accordance with the terms and conditions of this Agreement. Escrow Agent shall exercise the same degree of care with respect to the Deposit as it exercises with respect to its own property of a similar nature, but in no event less than a reasonable degree of care. The Parties acknowledge and agree that Escrow Agent acts

Section 6.2 — Reliance on Instructions and Documents. Escrow Agent may rely upon, and shall be fully protected in acting or refraining from acting in reliance upon, any written notice, instruction, demand, certificate, statement, request, consent, agreement, or other document or instrument believed by Escrow Agent in good faith to be genuine and to have been signed, executed, or presented by the proper party or parti

Section 6.3 — Limitation of Liability. Escrow Agent shall not be liable to any Party for any loss, cost, damage, expense, claim, or liability of any nature whatsoever arising from or in connection with: (a) Any act or omission taken or suffered by Escrow Agent in good faith and in accordance with the terms of this Agreement, or in reliance upon any written instruction, notice, or document believed by Escrow Agent in

Section 6.4 — Indemnification of Escrow Agent. Buyer and Seller, jointly and severally, agree to indemnify, defend, and hold harmless Escrow Agent and its officers, directors, employees, agents, and affiliates from and against any and all claims, demands, actions, suits, proceedings, losses, damages, liabilities, judgments, penalties, fines, costs, and expenses of every kind and nature (including reasonable attorneys

Section 6.5 — Escrow Agent's Fees and Expenses. Escrow Agent's fees for its services under this Agreement shall be borne and paid by Buyer, unless otherwise allocated on the settlement statement at Closing in accordance with the terms of the PSA. Any extraordinary costs or expenses incurred by Escrow Agent in connection with the performance of its duties hereunder, including, without limitation, legal fees and expens

Section 6.6 — Resignation of Escrow Agent. Escrow Agent may resign at any time by giving not less than thirty (30) calendar days' prior written notice of resignation to both Buyer and Seller in accordance with Article 8 of this Agreement. Upon the effective date of such resignation, Escrow Agent shall deliver the Earnest Money Deposit (including all interest, income, and earnings accrued thereon) to a successor escro

Section 6.7 — Removal of Escrow Agent. Escrow Agent may be removed at any time by the joint written instruction of Buyer and Seller, upon not less than fifteen (15) calendar days' prior written notice delivered to Escrow Agent in accordance with Article 8 of this Agreement. Upon the effective date of removal, the Earnest Money Deposit (including all interest, income, and earnings accrued thereon) shall be transferred

ARTICLE 7 — REPRESENTATIONS AND WARRANTIES

Section 7.1 — Buyer's Representations and Warranties. Buyer hereby represents and warrants to Seller and Escrow Agent as follows: (a) Ironhaven Data Centers LLC is a limited liability company duly formed, validly existing, and in good standing under the laws of the State of Delaware, and is duly qualified and authorized to conduct business in the Commonwealth of Virginia, with its principal office and headquarters lo

Section 7.2 — Seller's Representations and Warranties. Seller hereby represents and warrants to Buyer and Escrow Agent as follows: (a) Blackthorn Realty Group, Inc. is a corporation duly organized, validly existing, and in good standing under the laws of the Commonwealth of Virginia, with its principal office located at 112 East Market Street, Suite 400, Leesburg, Virginia 20176. (b) Seller has full corporate power a

Section 7.3 — Escrow Agent's Representations and Warranties. Escrow Agent hereby represents and warrants to Buyer and Seller as follows: (a) Fidelitas Title & Escrow, Inc. is a corporation duly organized, validly existing, and in good standing under the laws of the Commonwealth of Virginia, with its principal office located at 44121 Harry Byrd Highway, Suite 120, Ashburn, Virginia 20147. (b) Escrow Agent is a duly au

Section 8.1 — Notice Requirements. All notices, requests, demands, consents, approvals, and other communications required or permitted to be given under this Agreement (each, a "Notice") shall be in writing and shall be delivered by one of the following methods: (a) personal delivery; (b) nationally recognized overnight courier service (such as Severin Partners LLC, Halcyon Partners LLC, or Tarrant & Co.); (c) United

Section 8.2 — Notice Addresses. All Notices shall be addressed as follows: If to Buyer: Ironhaven Data Centers LLC 44680 Prentice Drive, Suite 200 Ashburn, Virginia 20147 Attention: Marcus Thorne, Chief Executive Officer; Priya Dasgupta, Chief Financial Officer Email: mthorne@ironhavendc.com; pdasgupta@ironhavendc.com With a copy to (which shall not constitute Notice): Calderwood & Harkness LLP 1900 K Street NW, Suit

Section 8.3 — Effectiveness of Notices. Notices shall be deemed given and effective upon the earliest of: (a) receipt, if delivered by personal delivery or nationally recognized overnight courier; (b) the date of confirmed receipt by the recipient, if delivered by email; or (c) three (3) Business Days after deposit in the United States mail, if sent by certified mail, return receipt requested, postage prepaid. Any Pa

ARTICLE 9 — GENERAL PROVISIONS

Section 9.1 — Entire Agreement. This Agreement, together with the PSA and all exhibits and schedules attached hereto and thereto, constitutes the entire agreement among the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written, between the Parties relating to the Earnest Money Deposit. In the ev

Section 9.2 — Amendments. This Agreement may not be amended, modified, supplemented, or waived except by a written instrument duly executed by all three Parties (Buyer, Seller, and Escrow Agent). No oral agreement, course of dealing, or course of performance shall be effective to amend or modify this Agreement.

Section 9.3 — Governing Law. This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the Commonwealth of Virginia, without giving effect to any choice-of-law or conflict-of-laws rules or provisions (whether of the Commonwealth of Virginia or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the Commonwealth of Virginia.

Section 9.4 — Counterparts; Electronic Signatures. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Signatures delivered by portable document format (PDF) transmission, facsimile, or other electronic means (including Brightwater Software or similar electronic signature platforms) shall be deem

Section 9.5 — Binding Effect; Assignment. This Agreement shall be binding upon and shall inure to the benefit of the Parties and their respective heirs, executors, administrators, legal representatives, successors, and permitted assigns. No Party may assign, transfer, or delegate its rights, interests, or obligations under this Agreement without the prior written consent of the other Parties, except that Buyer may as

Section 9.6 — Severability. If any provision of this Agreement, or the application thereof to any Party or circumstance, is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement shall continue in full force and effect, and the application of such provision to other Parties or circumstances shall not be affected thereby. The Parties shall negotia

Section 9.7 — Waiver. No failure or delay by any Party in exercising any right, power, or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power, or remedy preclude any other or further exercise thereof or the exercise of any other right, power, or remedy. No waiver of any provision of this Agreement shall be effective unless in writing and signed b

Section 9.8 — Headings. The headings of the articles, sections, and other subdivisions of this Agreement are inserted for convenience of reference only and shall not affect the meaning, construction, or interpretation of this Agreement.

Section 9.9 — No Third-Party Beneficiaries. This Agreement is entered into for the sole and exclusive benefit of the Parties hereto and their respective permitted successors and assigns. No person or entity other than the Parties (and their permitted successors and assigns) shall have any right, claim, or interest under or by virtue of this Agreement, and no person or entity shall be deemed a third-party beneficiary