Contract analysis

I. Purpose and Summary This memorandum sets forth our review and analysis of the title insurance commitment (the "Commitment") issued by Meridian Surety & Title Company ("Meridian Title") under Commitment No. LDN-2024-00873, dated February 20, 2024, title officer Karen Pavelka. The Commitment was issued in connection with the $45,000,000 construction-to-permanent loan (the "Loan") from Pinnacle Federal Savings Bank (

II. Background and Transaction Summary The following summary of the transaction participants, structure, and Project details provides the context necessary for our analysis of the Commitment. This information has been compiled from the draft loan documents, organizational documents of the Borrower and its sole member, the Commitment itself, and correspondence with the parties and their respective counsel. A. Borrower

I. Key Security Documents The following security documents are to be recorded or filed in connection with the Loan closing:

1. Deed of Trust, Assignment of Leases and Rents, Security Agreement, and Fixture Filing (the "Deed of Trust")

2. UCC-1 financing statement — Virginia State Corporation Commission filing (personal property, equipment, and fixtures)

3. UCC-1 financing statement — Loudoun County fixture filing

4. UCC-1 financing statement — pledge of 100% of SPE membership interests (filed with VA SCC, IHDC as debtor) J. Title Company and Zoning Counsel Meridian Surety & Title Company serves as both the title insurer and the escrow and disbursement agent for the transaction. Meridian Title's offices are located at 44121 Harry Byrd Highway, Suite 210, Ashburn, Virginia 20147, and the responsible title officer is Karen Pavel

III. Analysis of Schedule A Schedule A of the Commitment sets forth the basic terms of the proposed title insurance, including the effective date, the proposed insured, the policy amount, and the estate or interest to be insured. Our analysis of each component follows. A. Commitment Date and Effective Date The Commitment bears an effective date of February 20, 2024. This is the date through which Meridian Title has s

1. The deed from IHDC to the SPE has been properly executed and recorded in the Loudoun County Circuit Court Clerk's Office and appears in the chain of title reflected in the Commitment;

2. The deed accurately describes the full 3.2-acre parcel, Tax Map Parcel No. 087-23-5571;

3. Any Virginia transfer tax, recordation tax, or grantor's tax implications arising from the inter-entity conveyance have been addressed; and

4. The conveyance was authorized by the organizational documents of both IHDC and the SPE. However, because the SPE was not formed until January 8, 2024, and the land acquisition occurred in Q4 2023, it appears likely that title was initially taken by IHDC and subsequently conveyed to the SPE. We note that a conveyance from a parent entity to a wholly owned subsidiary may qualify for a recordation tax exemption under

1. The metes and bounds description (or plat reference) is consistent with the Loudoun County land records and accurately describes the full 3.2-acre parcel, Tax Map Parcel No. 087-23-5571;

2. The legal description matches the deed by which the SPE acquired title;

3. The legal description is consistent with the ALTA/NSPS land title survey to be delivered as a Schedule B-I requirement (discussed in Section IV.G below); and

4. There are no gaps, gores, or discrepancies between the legal description and the survey boundaries. We note that an as-built survey will be required upon completion of construction, but the current survey should be an ALTA/NSPS land title survey satisfying the Lender's survey requirements as set forth in the Loan agreement. Any discrepancies between the legal description in the Commitment and the survey must be re

IV. Analysis of Schedule B-I (Requirements) A. Overview Schedule B-I of the Commitment sets forth the conditions and requirements that must be satisfied before Meridian Title will issue the lender's title policy. These requirements are standard for commercial loan transactions in Virginia and include documentation, recording, and verification conditions. Below is a detailed analysis of each requirement, together with

1. Is executed by a duly authorized officer or manager of Ironhaven Loudoun Edge LLC, with authority conferred by the Operating Agreement and the resolutions of IHDC as sole member;

2. Contains a proper acknowledgment and notarization in compliance with Virginia Code § 55.1-300 et seq. (requirements for recordable instruments);

3. Identifies Pinnacle Federal Savings Bank as beneficiary and names a proper trustee (or substitute trustee) as required under Virginia deed of trust law;

4. Contains the complete and accurate legal description of the Property;

5. Includes the assignment of leases and rents, security agreement, and fixture filing provisions required by the Lender;

6. Is accompanied by all required recording information, including the Virginia Indexing Guidelines cover sheet; and

7. Includes the applicable recordation tax calculation and payment (discussed under Requirement 4 below). Meridian Title will hold the Deed of Trust in escrow for recording following the closing on March 18, 2024, with final recording expected on or about March 29, 2024. Cynthia Ho will coordinate the recording logistics directly with Karen Pavelka at Meridian Title. C. Requirement 2 — Evidence of Authority / Entity

I. Requirement 8 — Judgment and Lien Searches Meridian Title requires the following searches to be completed and reviewed: These searches are conducted through the applicable federal and state courts, the Internal Revenue Service, the Virginia Department of Taxation, and the Virginia circuit courts. Given that the SPE was formed only weeks ago (January 8, 2024), we expect the search results for Ironhaven Loudoun Edge

V. Analysis of Schedule B-II (Exceptions from Coverage) A. Overview Schedule B-II of the Commitment identifies the exceptions to title insurance coverage that will appear in the lender's policy unless they are removed, insured over through endorsements, or otherwise addressed. These exceptions include both standard (pre-printed) exceptions common to all ALTA policies and specific exceptions based on the results of Me

1. Rights or Claims of Parties in Possession "Rights or claims of parties in possession not shown by the public records." This is a standard exception that can and should be removed in connection with a commercial loan transaction. Removal is conditioned upon (a) the delivery of the borrower's title affidavit certifying that no parties other than the owner are in possession of the Property, and (b) the ALTA/NSPS surv

2. Encroachments, Overlaps, and Boundary Line Disputes "Encroachments, overlaps, boundary line disputes, or other matters which would be disclosed by an accurate survey and inspection of the premises." This exception is removed upon receipt of a satisfactory ALTA/NSPS survey disclosing no encroachments, overlaps, or boundary line disputes affecting the Property. In addition, the ALTA 9 (Comprehensive) endorsement dis

3. Easements or Claims of Easements Not Shown by the Public Records "Easements, or claims of easements, not shown by the public records." This exception addresses unrecorded easements that may affect the Property. It should be removed upon delivery of (a) the borrower's title affidavit certifying that the owner has not granted any unrecorded easements or entered into any unrecorded agreements granting easement rights

4. Mechanic's Liens "Any lien, or right to a lien, for services, labor, or material heretofore or hereafter furnished, imposed by law and not shown by the public records." This exception is of critical importance in the context of a construction loan transaction. Virginia is an "inception of work" priority state — under Virginia Code § 43-1 et seq., a mechanic's lien attaches as of the date that visible commencement

5. Taxes or Assessments Not Shown as Existing Liens "Taxes or assessments which are not shown as existing liens by the records of any taxing authority that levies taxes or assessments on real property or by the public records." This exception relates to taxes that may have been assessed but are not yet reflected in the public records. For prior tax years, this exception can be removed upon confirmation that all taxes

1. Northgate Partners LLC Easement The Commitment identifies an easement for electric utility lines in favor of Northgate Partners LLC (or its predecessor), recorded in the Loudoun County land records. Two utility feeds from Ostrander Enterprises are contemplated for the facility to provide the redundant power supply required for data center operations. This easement supports the Project and is essential to the facil

2. Loudoun Water Easement The Commitment identifies an easement for water and sewer utilities in favor of Loudoun Water, recorded in the Loudoun County land records. This easement provides the water and sewer service required for the facility's cooling systems and sanitary needs. The same analysis applies as for the Ostrander Enterprises easement: confirm location on the survey, verify that the easement does not inte

3. Telecommunications / Fiber Easement The Commitment identifies an easement for fiber optic cable recorded in the Loudoun County land records. Given that the facility is a data center, fiber connectivity is not only acceptable but essential to the Property's highest and best use. The availability of high-capacity fiber infrastructure is a key value driver for the Loudoun Edge Facility and is a primary reason the ten

4. Overall Recommendation for Utility Easements The utility easements identified in Exception 3 are consistent with the intended use of the Property as a data center facility and are essential to the Project's operations. We recommend that all three easements be retained as Permitted Exceptions under the Loan agreement, subject to the following conditions: (a) Confirmation that each easement is limited to a defined c

I. Summary Table of Schedule B-II Exceptions and Recommended Treatment The detailed summary table of all Schedule B-II exceptions and recommended treatment is set forth in Appendix A to this memorandum.

VI. Recommended Endorsements Based on our review of the Commitment and the nature of the transaction, we recommend that the following endorsements be requested from Meridian Title for inclusion in the lender's title policy. Each endorsement is discussed below, together with the requirements for its issuance and its relevance to the Loan. A. ALTA 3.1 — Zoning: Land Under Development The ALTA 3.1 endorsement provides a

1. A zoning compliance letter from Fenwick, Gallo & Stein LLP (Patricia Gallo, Partner) confirming zoning compliance for the planned facility;

2. Verification of the applicable zoning classification and permitted uses from the Loudoun County Department of Building and Development; and

3. Confirmation of the issuance of Building Permit No. BLD-2024-001287 (expected February 28, 2024). Status: To be requested from Meridian Title. Issuance contingent on receipt of zoning compliance letter and building permit confirmation. B. ALTA 9 — Comprehensive (Restrictions, Encroachments, Minerals) The ALTA 9 endorsement provides comprehensive coverage against loss arising from: (a) Violations of existing covena

1. ALTA 25 — Same as Survey The ALTA 25 endorsement confirms that the legal description in the title policy is identical to the description shown on the ALTA/NSPS survey. This provides an additional layer of assurance that there are no discrepancies between the policy coverage and the survey boundaries. Given the importance of the legal description in a $45,000,000 loan transaction, this endorsement is a prudent addi

2. ALTA 6 / 6.2 — Variable / Adjustable Rate The construction phase of the Loan bears interest at SOFR + 275 basis points, which is a variable rate. The ALTA 6 or ALTA 6.2 endorsement insures that the variable interest rate provisions of the Loan do not impair the validity or priority of the Deed of Trust. We should confirm with Meridian Title whether this endorsement is applicable to the construction loan tranche an

3. Environmental Protection Lien Endorsement This endorsement insures against the priority of any environmental protection lien that may be imposed on the Property under applicable federal or state environmental laws. This endorsement is relevant in light of the Environmental Indemnity Agreement to be executed in connection with the Loan and the Phase I Environmental Site Assessment ("Phase I ESA") dated February 16,

4. Creditors' Rights / Fairway Endorsement If available from Meridian Title under Virginia practice, the creditors' rights endorsement (sometimes referred to as the "Fairway" endorsement, after the Fairway Development Co. case) provides coverage relating to the enforceability of the insured mortgage notwithstanding the bankruptcy or insolvency of the borrower. This endorsement is particularly relevant in connection w