Contract analysis

I. Executive Summary This memorandum summarizes the results of our review of the title commitment for the Stonebridge Parcel in connection with the proposed acquisition by Ironhaven Data Centers LLC ("IHDC" or the "Buyer") from Blackthorn Realty Group, Inc. ("Blackthorn" or the "Seller") of an approximately 62.0-acre parcel of unimproved land located at the northeast corner of Belmont Ridge Road and Stonebridge Boule

II. Title Commitment Overview A. Commitment Identification We have reviewed the following title commitment, together with the schedules and attachments thereto: A copy of the Commitment is attached hereto as Exhibit A. Lender's Policy Note: In addition to the owner's policy described above, a separate lender's title insurance policy will be required in connection with the construction loan closing. The construction l

1. Payment of Premium. The title insurance premium for the owner's policy must be paid at closing. The premium amount has not yet been confirmed by Fidelitas and will depend on the final policy amount and any endorsements requested. We have requested that Fidelitas provide a premium quotation, including endorsement premiums, at its earliest convenience. The PSA allocates responsibility for the owner's policy premium

2. Execution and Recording of Deed. Fidelitas requires the execution and recording of a deed conveying fee simple title from Blackthorn Realty Group, Inc. to the insured party. Pursuant to the PSA, Blackthorn is obligated to deliver a Special Warranty Deed (with English covenants of title) at closing. The deed will be prepared by Calderwood & Harkness LLP and will convey title to Stonebridge Campus Holdings LLC (the

3. Payment of All Real Estate Taxes and Assessments Current Through Closing. All real estate taxes and assessments levied against the Property must be current as of the closing date, with no delinquencies. Under the PSA, Blackthorn is responsible for all taxes accruing prior to the closing date, and taxes will be prorated between the Seller and Buyer as of the closing date based on the most recent available tax bills

4. Release of Existing Deeds of Trust / Mortgages. If any deeds of trust, mortgages, or other monetary liens encumber the Property, they must be released and satisfied at or prior to closing. As discussed in detail in Section III.B, Exception No. 1, a deed of trust in favor of Crestmont Savings Bank, N.A. currently encumbers the Property. This lien must be paid off and released at closing. Status: Cure required. Resp

5. Evidence of Authority. Fidelitas requires satisfactory evidence that the individual executing conveyance documents on behalf of Blackthorn Realty Group, Inc. has the authority to do so. Based on our review of the PSA and discussions with WPS, we understand that Donald R. Whitaker, President of Blackthorn, will execute the deed and ancillary closing documents on behalf of the Seller. We have requested that WPS prov

6. Evidence of Good Standing. Fidelitas requires satisfactory evidence that Blackthorn Realty Group, Inc. is a corporation in good standing under the laws of the Commonwealth of Virginia. Blackthorn is a Virginia corporation, Virginia State Corporation Commission ("SCC") Entity ID 0412876-3. We have confirmed that Blackthorn is currently listed as "active" in the Virginia SCC database; however, a Certificate of Good

7. Mechanic's Lien Affidavit. The Seller must provide an affidavit confirming that no work has been performed on the Property, and no materials have been furnished to the Property, within the statutory period that would give rise to a mechanic's lien claim under Virginia Code § 43-1 et seq. Given that the Property is currently unimproved, we do not anticipate that this requirement will present any difficulty, but the

8. Satisfactory ALTA Survey. Fidelitas requires a current ALTA/NSPS Land Title Survey of the Property, prepared in accordance with the 2021 Minimum Standard Detail Requirements, and including such Table A items as Fidelitas may require for deletion of the standard survey exception and issuance of survey-related endorsements. As noted above, the survey is being prepared by Lumen Ridge Engineering, PLLC (Carlos Esteban

9. Transfer Tax Compliance. All applicable transfer and recordation taxes must be computed and paid in connection with the recording of the deed. Under Virginia law, the following taxes will apply: (a) Virginia Grantor's Tax: Virginia Code § 58.1-801 imposes a state grantor's tax at the rate of $0.50 per $500 (or fraction thereof) of consideration, which equates to $0.001 per dollar. Based on the $58,500,000 purchase

III. Schedule B-II — Exceptions to Title A. Standard / Preprinted Exceptions The Commitment contains the following standard preprinted exceptions that are customarily included in ALTA Owner's Policies prior to the issuance of extended coverage. We recommend that IHDC request an extended coverage owner's policy (ALTA 2021 form) with deletion of all standard preprinted exceptions, subject to delivery of the required af