ESCROW AGREEMENT
Earnest Money Deposit — Meridian Parcel
Dated as of April 22, 2025
Among
IRONHAVEN DATA CENTERS LLC (as Buyer and Depositor)
MERIDIAN ACRES LLC (as Seller)
and
FIDELITAS TITLE & ESCROW, INC. (as Escrow Agent)
Right-click to update Table of Contents
This ESCROW AGREEMENT (this "Agreement") is made and entered into as of April 22, 2025 (the "Effective Date"), by and among:
IRONHAVEN DATA CENTERS LLC, a Delaware limited liability company (the "Buyer" or "Depositor"), with its principal offices located at 44680 Prentice Drive, Suite 200, Ashburn, Virginia 20147;
MERIDIAN ACRES LLC, a Virginia limited liability company (the "Seller"), managed by Theodore Ashford, with its offices located at 3401 Old Ox Road, Sterling, Virginia 20166; and
FIDELITAS TITLE & ESCROW, INC., a Virginia corporation (the "Escrow Agent"), with its offices located at 44121 Harry Byrd Highway, Suite 120, Ashburn, Virginia 20147.
Buyer, Seller, and Escrow Agent are sometimes referred to herein individually as a "Party" and collectively as the "Parties."
RECITALS
WHEREAS:
A. Buyer and Seller have entered into that certain Purchase and Sale Agreement dated as of April 22, 2025 (as may be amended, restated, supplemented, or otherwise modified from time to time, the "Purchase Agreement"), for the sale and purchase of approximately 19.4 acres of real property located in unincorporated Loudoun County, Virginia, identified as Loudoun County Tax Map Reference No. /95-4A-2///, adjacent to the Stonebridge Parcel on the east, in Ashburn, Virginia 20148, and more particularly described in Exhibit A attached hereto (the "Meridian Parcel" or the "Property");
B. The Purchase Agreement provides for a total purchase price of Nineteen Million Four Hundred Thousand Dollars ($19,400,000.00) (the "Purchase Price") and requires the Buyer to deposit earnest money in the amount of Nine Hundred Seventy Thousand Dollars ($970,000.00) (the "Deposit" or "Earnest Money Deposit"), representing five percent (5%) of the Purchase Price, with the Escrow Agent upon execution of the Purchase Agreement, as a condition to the effectiveness of the Purchase Agreement and as evidence of Buyer's good-faith intention to consummate the transaction contemplated thereby;
C. The Purchase Agreement provides for a due diligence period of seventy-five (75) days from the date of execution of the Purchase Agreement, commencing on April 22, 2025, and expiring at 5:00 p.m. Eastern Time on July 7, 2025 (the "Due Diligence Period"), during which Buyer shall have the right to conduct inspections, investigations, and studies of the Property and, in Buyer's sole and absolute discretion, to terminate the Purchase Agreement and receive a full refund of the Deposit;
D. The Parties desire to set forth the terms and conditions under which the Escrow Agent shall hold, invest, and disburse the Deposit in connection with the transaction contemplated by the Purchase Agreement;
E. The targeted closing date for the purchase and sale of the Property is September 15, 2025 (the "Closing Date"), subject to the terms and conditions of the Purchase Agreement, including any extensions permitted thereunder; and
F. Seller is represented by Dunleavy & Dunmore Benefits Consulting, PLLC, with lead attorney Fiona Dunleavy, located at 118 North King Street, Leesburg, Virginia 20176, and Buyer is represented by Calderwood & Harkness LLP, with responsible partner Douglas Fairchild, located at 425 Lexington Avenue, New York, New York 10017, and with a local office at 1900 K Street NW, Suite 800, Washington, DC 20006.
NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
ARTICLE 1 — DEFINITIONS
Section 1.1 Defined Terms. Capitalized terms used but not otherwise defined in this Agreement shall have the meanings ascribed to them in the Purchase Agreement. As used in this Agreement, the following terms shall have the meanings set forth below:
(a) "Agreement" means this Escrow Agreement, including all Exhibits attached hereto, as the same may be amended, restated, supplemented, or otherwise modified from time to time in accordance with Section 12.2 hereof.
(b) "Business Day" means any day other than a Saturday, Sunday, or any day on which banking institutions in the Commonwealth of Virginia are authorized or required by law, regulation, or executive order to close. If any date for performance hereunder falls on a day that is not a Business Day, such date shall be automatically extended to the next succeeding Business Day.
(c) "Buyer" means Ironhaven Data Centers LLC, a Delaware limited liability company, together with its permitted successors and assigns.
(d) "Closing Date" means September 15, 2025, or such other date as may be mutually agreed upon by Buyer and Seller in a written instrument executed by both parties, as set forth in the Purchase Agreement.
(e) "Deposit" means the sum of Nine Hundred Seventy Thousand Dollars ($970,000.00) to be deposited by Buyer with Escrow Agent in a single installment upon execution of the Purchase Agreement, together with all interest and earnings accrued thereon, as more fully described in Article 2 hereof.
(f) "Due Diligence Period" means the seventy-five (75) day period commencing on April 22, 2025, and expiring at 5:00 p.m. Eastern Time on July 7, 2025, as defined in the Purchase Agreement.
(g) "Escrow Account" means the federally insured interest-bearing escrow account established by Escrow Agent at a financial institution selected by Escrow Agent in which the Deposit shall be held pursuant to Section 2.2 hereof.
(h) "Escrow Agent" means Fidelitas Title & Escrow, Inc., a Virginia corporation, together with its successors and assigns designated in accordance with this Agreement.
(i) "Meridian Parcel" or "Property" means the approximately 19.4 acres of real property located in unincorporated Loudoun County, Virginia, identified as Loudoun County Tax Map Reference No. /95-4A-2///, adjacent to the Stonebridge Parcel (Tax Map Reference No. /95-4A-1///) on the east, in Ashburn, Virginia 20148, as more particularly described in Exhibit A attached hereto and incorporated herein by reference.
(j) "Permitted Investments" has the meaning set forth in Section 3.1 hereof.
(k) "Purchase Agreement" means that certain Purchase and Sale Agreement dated as of April 22, 2025, by and between Buyer and Seller, relating to the sale and purchase of the Meridian Parcel, as the same may be amended, restated, supplemented, or otherwise modified from time to time.
(l) "Seller" means Meridian Acres LLC, a Virginia limited liability company, together with its successors and permitted assigns.
Section 1.2 Incorporation of Purchase Agreement Definitions. All defined terms set forth in the Purchase Agreement and not otherwise defined herein are hereby incorporated into this Agreement by reference and shall have the same meanings when used in this Agreement as when used in the Purchase Agreement. In the event of any inconsistency between a definition set forth in this Agreement and a definition set forth in the Purchase Agreement, the definition set forth in this Agreement shall control for purposes of interpreting this Agreement.
Section 1.3 Rules of Construction. Unless the context otherwise requires, (a) words importing the singular include the plural and vice versa, (b) words importing a gender include each gender, (c) references to "including" or "includes" shall mean "including, without limitation" or "includes, without limitation," (d) references to any statute, regulation, or rule include all rules, regulations, and amendments promulgated thereunder, and (e) references to any Article, Section, Exhibit, or Schedule refer to the corresponding Article, Section, Exhibit, or Schedule of or to this Agreement.
ARTICLE 2 — DEPOSIT OF EARNEST MONEY
Section 2.1 Amount and Timing. Within two (2) Business Days following the mutual execution and delivery of the Purchase Agreement (i.e., no later than April 24, 2025), Buyer shall deliver to Escrow Agent the Deposit in the amount of Nine Hundred Seventy Thousand Dollars ($970,000.00) by wire transfer of immediately available funds to the Escrow Account, in accordance with the wire transfer instructions set forth in Exhibit B attached hereto. The Deposit shall be made in a single installment; no bifurcation of the Deposit into multiple tranches or installments is contemplated or required under this Agreement or the Purchase Agreement with respect to the Meridian Parcel. The Parties acknowledge that the escrow arrangement for the adjacent Stonebridge Parcel contemplates a separate deposit structure consisting of two tranches of One Million Four Hundred Sixty-Two Thousand Five Hundred Dollars ($1,462,500.00) each, and that such arrangement is wholly independent of this Agreement.
Section 2.2 Escrow Account. Upon receipt of the Deposit, Escrow Agent shall promptly deposit the funds into a federally insured interest-bearing escrow account at a financial institution selected by Escrow Agent in its reasonable discretion (the "Escrow Account"). The Escrow Account shall be established and maintained in the name of Fidelitas Title & Escrow, Inc., as escrow agent for the benefit of Buyer and Seller. The Escrow Agent shall maintain the Deposit in the Escrow Account separate and apart from Escrow Agent's own funds and from any other escrow accounts maintained by Escrow Agent. The Escrow Agent shall not commingle the Deposit with any other funds, except as may be permitted under applicable Virginia law governing escrow accounts and trust funds maintained by licensed title companies.
Section 2.3 Acknowledgment of Receipt. Escrow Agent shall provide written acknowledgment of receipt of the Deposit to Buyer, Seller, and their respective counsel within one (1) Business Day following Escrow Agent's receipt of the Deposit. Such acknowledgment shall confirm the date of receipt, the amount received, the name and account number of the Escrow Account into which the Deposit has been deposited, and shall be transmitted by email (with a copy sent by overnight courier) to the Parties at the addresses set forth in Article 9 hereof. In the event that Escrow Agent does not receive the Deposit by the close of business on the second (2nd) Business Day following the mutual execution of the Purchase Agreement, Escrow Agent shall promptly notify Seller and Seller's counsel of such non-receipt.
Section 2.4 Tax Identification Numbers. For purposes of tax reporting and compliance with the Internal Revenue Code and applicable Treasury Regulations, the Parties hereby provide the following taxpayer identification numbers:
(a) Buyer (Ironhaven Data Centers LLC): Employer Identification Number 84-3291057.
(b) Seller (Meridian Acres LLC): Employer Identification Number 84-6120983.
All interest and earnings on the Deposit held in the Escrow Account shall be reported for federal, state, and local income tax purposes under the taxpayer identification number of the Party to whom the Deposit (together with all accrued interest and earnings thereon) is ultimately disbursed in accordance with this Agreement. The Parties agree to furnish to Escrow Agent any additional tax forms, certifications, or documents (including Internal Revenue Service Forms W-9) as Escrow Agent may reasonably request to enable Escrow Agent to comply with its tax reporting obligations. Escrow Agent shall issue the appropriate IRS Form 1099-INT (or successor form) to the Party receiving the disbursement, reporting the interest earned on the Deposit during the period the Deposit was held in the Escrow Account.
ARTICLE 3 — INVESTMENT OF ESCROW FUNDS
Section 3.1 Permitted Investments. Escrow Agent shall invest the Deposit, including any interest and earnings accrued thereon, in one or more of the following types of investments (collectively, "Permitted Investments"):
(a) Direct obligations of, or obligations the principal and interest on which are unconditionally guaranteed by, the United States of America, including United States Treasury bills, notes, or bonds, provided that such obligations mature no later than the earlier of (i) the Closing Date or (ii) thirty (30) days following the date of investment;
(b) Certificates of deposit issued by a federally insured depository institution with combined capital and surplus of not less than Five Hundred Million Dollars ($500,000,000.00), provided that such certificates of deposit mature no later than the earlier of (i) the Closing Date or (ii) ninety (90) days following the date of investment;
(c) Money market accounts or money market mutual funds consisting primarily of obligations described in clauses (a) and (b) above, offered by a federally insured depository institution; or
(d) Such other investments as may be mutually agreed upon in writing by Buyer, Seller, and Escrow Agent.
In the absence of written instructions from Buyer and Seller directing a specific Permitted Investment, Escrow Agent shall invest the Deposit in a federally insured money market account at a financial institution of Escrow Agent's selection.
Section 3.2 Interest Accrual. All interest and other earnings on the Deposit, from whatever source derived, shall be deemed part of the Deposit for all purposes of this Agreement and shall be held, invested, and disbursed together with the principal of the Deposit to the Party entitled thereto under this Agreement. The Parties acknowledge that the rate of interest earned on the Deposit may fluctuate and that the Escrow Agent makes no representation or guarantee as to any specific rate of return.
Section 3.3 Risk of Loss. Escrow Agent shall not be liable for any loss of principal or interest, or for any diminution in the value of the Deposit, resulting from investments made in accordance with this Article 3, including any loss resulting from the insolvency or failure of any depository institution at which the Escrow Account is maintained, except to the extent that such loss directly and proximately results from Escrow Agent's gross negligence, willful misconduct, or fraud. The Parties acknowledge that the Deposit may not be fully insured under the Federal Deposit Insurance Corporation's coverage limits, and the Parties assume the risk of any loss in excess of such coverage. Escrow Agent shall have no obligation to seek the highest available rate of return on the Deposit.
ARTICLE 4 — DISBURSEMENT OF ESCROW FUNDS
Section 4.1 Disbursement at Closing. Upon the closing of the sale of the Property in accordance with the Purchase Agreement on or about September 15, 2025 (or such other date as may be established as the Closing Date pursuant to the Purchase Agreement), Escrow Agent shall disburse the entire Deposit, together with all accrued interest and earnings thereon, to Seller (or as otherwise directed in the settlement statement approved and executed by both Buyer and Seller), as a credit toward the Purchase Price of Nineteen Million Four Hundred Thousand Dollars ($19,400,000.00). Such disbursement shall be made simultaneously with or immediately following the recording of the deed of conveyance for the Property in the Land Records of Loudoun County, Virginia, and in accordance with the closing and settlement instructions delivered to Escrow Agent in its capacity as settlement agent. The Deposit, together with accrued interest, shall be reflected on the settlement statement as a credit to Buyer and a payment toward the Purchase Price.
Section 4.2 Disbursement to Buyer — Termination During Due Diligence Period. If Buyer elects to terminate the Purchase Agreement at any time during the Due Diligence Period (i.e., on or before 5:00 p.m. Eastern Time on July 7, 2025) in accordance with and pursuant to the terms of the Purchase Agreement, the Deposit shall be returned to Buyer in its entirety, together with all accrued interest and earnings thereon. To effect such disbursement, the following procedures shall apply:
(a) Buyer shall deliver written notice of termination (the "Termination Notice") to Escrow Agent, Seller, and Seller's counsel (Dunleavy & Dunmore Benefits Consulting, PLLC, Attn: Fiona Dunleavy) at the addresses set forth in Article 9 hereof, specifying that Buyer is exercising its right to terminate the Purchase Agreement during the Due Diligence Period and demanding the return of the Deposit.
(b) The Termination Notice must be delivered on or before 5:00 p.m. Eastern Time on July 7, 2025. Delivery by email shall be sufficient to satisfy the timing requirement, provided that a copy is also sent by overnight courier on the same Business Day.
(c) Within five (5) Business Days following Escrow Agent's receipt of the Termination Notice, Escrow Agent shall disburse the entire Deposit, together with all accrued interest and earnings thereon, to Buyer by wire transfer of immediately available funds to the account designated by Buyer in the Termination Notice or in separate wire transfer instructions delivered to Escrow Agent.
(d) Escrow Agent shall not require Seller's consent, approval, or counter-signature to disburse the Deposit to Buyer pursuant to this Section 4.2, provided that the Termination Notice is received by Escrow Agent on or before 5:00 p.m. Eastern Time on July 7, 2025.
Section 4.3 Disbursement to Seller — Buyer Default. If Buyer defaults under the Purchase Agreement after the expiration of the Due Diligence Period (i.e., after 5:00 p.m. Eastern Time on July 7, 2025) and fails to close on the Closing Date of September 15, 2025, for reasons not excused by the Purchase Agreement (including, without limitation, the failure of any condition precedent to Buyer's obligation to close that is not within Buyer's control), Seller may seek disbursement of the Deposit as liquidated damages in accordance with the following procedures:
(a) Seller shall deliver to Escrow Agent and Buyer (with a copy to Buyer's counsel at Calderwood & Harkness LLP) a written demand for disbursement of the Deposit (the "Seller's Demand"), specifying the nature of Buyer's default, the applicable provision(s) of the Purchase Agreement that have been breached, and the amount demanded (including accrued interest).
(b) Buyer shall have a period of ten (10) Business Days following Buyer's receipt of Seller's Demand (the "Objection Period") within which to deliver a written objection to Escrow Agent (with a copy to Seller and Seller's counsel). Any such objection must specify the factual and contractual basis for Buyer's position that it is not in default under the Purchase Agreement or that the Deposit should not be disbursed to Seller.
(c) If Buyer does not deliver a written objection to Escrow Agent within the Objection Period, Escrow Agent shall, within five (5) Business Days following the expiration of the Objection Period, disburse the entire Deposit, together with all accrued interest and earnings thereon, to Seller as liquidated damages in accordance with the Purchase Agreement, by wire transfer of immediately available funds to the account designated by Seller.
(d) If Buyer delivers a timely written objection, the dispute shall be resolved in accordance with Article 5 hereof, and Escrow Agent shall continue to hold the Deposit pending resolution of the dispute.
The Parties acknowledge and agree that the Deposit, together with accrued interest, constitutes a reasonable estimate of the damages that Seller would sustain in the event of Buyer's default after the expiration of the Due Diligence Period and that such amount shall constitute Seller's sole and exclusive remedy for such default, as more fully set forth in the Purchase Agreement.
Section 4.4 Disbursement to Buyer — Seller Default. If Seller defaults under the Purchase Agreement, including, without limitation, Seller's failure or refusal to convey the Property at the Closing Date in accordance with the terms of the Purchase Agreement (for reasons other than Buyer's default or the failure of a condition to Seller's obligations under the Purchase Agreement), Buyer may seek the return of the Deposit in accordance with the following procedures:
(a) Buyer shall deliver to Escrow Agent and Seller (with a copy to Seller's counsel at Dunleavy & Dunmore Benefits Consulting, PLLC) a written demand for return of the Deposit (the "Buyer's Demand"), specifying the nature of Seller's default, the applicable provision(s) of the Purchase Agreement that have been breached, and the amount demanded (including accrued interest).
(b) Seller shall have a period of ten (10) Business Days following Seller's receipt of Buyer's Demand within which to deliver a written objection to Escrow Agent (with a copy to Buyer and Buyer's counsel). Any such objection must specify the factual and contractual basis for Seller's position that it is not in default under the Purchase Agreement or that the Deposit should not be returned to Buyer.
(c) If Seller does not deliver a written objection to Escrow Agent within the ten (10) Business Day period, Escrow Agent shall, within five (5) Business Days following the expiration of such period, disburse the entire Deposit, together with all accrued interest and earnings thereon, to Buyer by wire transfer of immediately available funds to the account designated by Buyer.
(d) If Seller delivers a timely written objection, the dispute shall be resolved in accordance with Article 5 hereof, and Escrow Agent shall continue to hold the Deposit pending resolution of the dispute.
Nothing in this Section 4.4 shall limit or affect Buyer's rights to pursue any other remedies available to Buyer under the Purchase Agreement or at law or in equity in connection with Seller's default, including, without limitation, the right to seek specific performance of Seller's obligations under the Purchase Agreement.
Section 4.5 Joint Written Instructions. Notwithstanding any other provision of this Agreement, Escrow Agent shall disburse the Deposit (in whole or in part) upon receipt of joint written instructions signed by both Buyer and Seller (or their respective authorized counsel of record identified in Recital F hereof), directing the amount, timing, and manner of such disbursement and identifying the payee(s) and wire transfer instructions for the receiving party. A form of joint written disbursement instruction letter is attached hereto as Exhibit C. Escrow Agent shall be entitled to rely upon such joint written instructions without further investigation or inquiry and shall be fully protected in acting in accordance therewith.
ARTICLE 5 — DISPUTES AND INTERPLEADER
Section 5.1 Conflicting Instructions. If Escrow Agent receives conflicting instructions, notices, or demands from Buyer and Seller regarding the disbursement of the Deposit, or if Escrow Agent in good faith is uncertain as to its obligations under this Agreement, Escrow Agent shall not be obligated to disburse the Deposit and may, in its sole discretion, continue to hold the Deposit in the Escrow Account until the earliest of the following:
(a) Receipt by Escrow Agent of joint written instructions from both Buyer and Seller (or their respective authorized counsel of record) directing the disbursement of the Deposit;
(b) Receipt by Escrow Agent of a final, non-appealable order or judgment of a court of competent jurisdiction directing the disbursement of the Deposit; or
(c) Resolution of the dispute between Buyer and Seller through the interpleader procedures set forth in Section 5.2 hereof.
Escrow Agent shall not be liable to either Buyer or Seller for any delay in disbursement resulting from the existence of conflicting instructions or claims, and Escrow Agent shall continue to invest the Deposit in Permitted Investments during any such period of delay.
Section 5.2 Interpleader. If Escrow Agent is unable to determine the proper disposition of the Deposit due to conflicting claims, demands, or instructions from Buyer and Seller, or if Escrow Agent in good faith believes that a bona fide dispute exists between Buyer and Seller as to entitlement to the Deposit, Escrow Agent may, at any time and in its sole discretion, deposit the entire Deposit (together with all accrued interest and earnings thereon) with the Clerk of the Circuit Court of Loudoun County, Virginia, by filing an action in interpleader pursuant to Virginia Code Section 8.01-364 et seq. or applicable rules of civil procedure. Upon depositing the Deposit with the Clerk of the Court and filing such interpleader action, Escrow Agent shall be immediately and fully relieved and discharged of all further obligations, duties, and liabilities under this Agreement with respect to the Deposit so deposited.
The costs, expenses, and reasonable attorneys' fees incurred by Escrow Agent in connection with such interpleader action (including, without limitation, the costs of filing, service of process, and Escrow Agent's own counsel fees) shall be borne equally by Buyer and Seller, or, in the alternative, may be deducted by Escrow Agent from the Deposit prior to depositing the remaining balance with the Clerk of the Court, as determined by the court in its discretion. Buyer and Seller each agree that Escrow Agent shall be entitled to recover its costs and reasonable attorneys' fees from the Deposit or from the Parties, regardless of the ultimate disposition of the interpleader action.
Section 5.3 Notice Procedure for Disputes. Any Party asserting a right to disbursement of the Deposit, in whole or in part, shall provide written notice to the other Parties and to Escrow Agent, which notice shall include, at a minimum, the following information:
(a) The identity of the Party making the claim and the amount of the Deposit demanded;
(b) A statement of the contractual or legal basis for the claim, including specific reference to the provision(s) of the Purchase Agreement or this Agreement supporting the demand;
(c) A description of the facts and circumstances giving rise to the claim; and
(d) Wire transfer instructions or other payment instructions for the disbursement of the Deposit to the claiming Party.
Failure to include any of the foregoing information shall not invalidate a notice, but Escrow Agent may request supplemental information and may delay disbursement until it has received information sufficient to determine its obligations under this Agreement.
ARTICLE 6 — ESCROW AGENT PROVISIONS
Section 6.1 Duties and Standard of Care. Escrow Agent's duties and obligations are limited solely and exclusively to those expressly set forth in this Agreement. Escrow Agent shall act as a depository only and shall have no duty or obligation to enforce, interpret, or construe the Purchase Agreement or any other agreement between Buyer and Seller. Escrow Agent shall act in accordance with the written instructions set forth in this Agreement and shall not be required to exercise independent judgment, discretion, or investigation beyond what is expressly required herein. Escrow Agent is not a party to, and has no obligations under, the Purchase Agreement, except as specifically set forth in this Agreement. Escrow Agent shall have no responsibility for the genuineness or validity of any document or instrument submitted to it, nor shall Escrow Agent have any duty to monitor or enforce compliance by any Party with the terms of the Purchase Agreement.
Section 6.2 Reliance on Documents. Escrow Agent may rely upon, and shall be fully protected in acting or refraining from acting upon, any written notice, instruction, certificate, demand, request, consent, receipt, waiver, direction, or other document or communication believed by Escrow Agent in good faith to be genuine and to have been signed, executed, or delivered by the proper Party or Parties, or by a duly authorized representative thereof. Escrow Agent shall not be responsible for verifying the identity, authority, or capacity of any person purporting to act on behalf of any Party, provided that Escrow Agent acts in good faith. Escrow Agent may consult with legal counsel of its own selection in connection with any question arising under this Agreement, and Escrow Agent shall not be liable for any action taken or omitted in good faith upon the advice of such counsel.
Section 6.3 Limitation of Liability. Escrow Agent shall not be liable for any action taken or omitted to be taken by Escrow Agent in good faith in accordance with this Agreement, except to the extent that any loss, claim, damage, or liability directly and proximately results from Escrow Agent's own gross negligence, willful misconduct, or fraud. In no event shall Escrow Agent be liable for any consequential, indirect, incidental, special, exemplary, or punitive damages of any kind, regardless of whether Escrow Agent has been advised of the possibility of such damages. Escrow Agent shall not be liable for any loss or diminution in the value of the Deposit resulting from the acts, omissions, or insolvency of any depository institution, bank, or other financial institution with which the Deposit is held or invested, except to the extent directly caused by Escrow Agent's gross negligence, willful misconduct, or fraud. Escrow Agent's aggregate liability under this Agreement shall not exceed the amount of the Deposit held in the Escrow Account at the time the claim giving rise to liability arises.
Section 6.4 Indemnification of Escrow Agent. Buyer and Seller, jointly and severally, agree to indemnify, defend, and hold harmless Escrow Agent and its directors, officers, employees, agents, and representatives (collectively, the "Escrow Agent Indemnified Parties") from and against any and all claims, actions, suits, proceedings, demands, liabilities, losses, damages, costs, and expenses (including, without limitation, reasonable attorneys' fees and court costs) arising out of or related to this Agreement, the Deposit, or the performance or non-performance of Escrow Agent's duties hereunder, except to the extent that any such claim, liability, loss, damage, cost, or expense is directly and proximately caused by Escrow Agent's own gross negligence, willful misconduct, or fraud. The indemnification obligations set forth in this Section 6.4 shall survive the termination of this Agreement and the resignation or removal of Escrow Agent.
Section 6.5 Compensation. Escrow Agent shall be entitled to reasonable compensation for its services hereunder in accordance with Escrow Agent's published schedule of fees, copies of which have been provided to Buyer and Seller prior to the execution of this Agreement. Such fees shall be payable by Buyer unless otherwise agreed by the Parties in the Purchase Agreement or at the time of closing of the transaction. In the event that Escrow Agent incurs extraordinary expenses in connection with the performance of its duties hereunder (including, without limitation, expenses arising from disputes between Buyer and Seller or from interpleader proceedings), Escrow Agent shall be entitled to reimbursement of such extraordinary expenses by Buyer and Seller, jointly and severally, or, with the prior written consent of Buyer and Seller, from the Deposit.
Section 6.6 Resignation of Escrow Agent. Escrow Agent may resign as escrow agent under this Agreement at any time upon thirty (30) days' prior written notice to Buyer and Seller at the addresses set forth in Article 9 hereof. Upon resignation, Escrow Agent shall deliver the Deposit (together with all accrued interest and earnings thereon) to a successor escrow agent mutually agreed upon by Buyer and Seller within such thirty (30) day notice period. If Buyer and Seller are unable to agree upon a successor escrow agent within thirty (30) days following Escrow Agent's delivery of the resignation notice, Escrow Agent may deposit the Deposit with the Clerk of the Circuit Court of Loudoun County, Virginia, and upon so depositing shall be immediately and fully relieved and discharged of all further obligations under this Agreement. The provisions of Sections 6.3 and 6.4 shall survive the resignation of Escrow Agent.
Section 6.7 Removal of Escrow Agent. Buyer and Seller, by joint written instruction signed by both parties, may remove Escrow Agent and appoint a successor escrow agent at any time, with or without cause. Upon receipt of such joint written instruction, Escrow Agent shall deliver the Deposit (together with all accrued interest and earnings thereon) to the designated successor escrow agent within five (5) Business Days. The provisions of Sections 6.3 and 6.4 shall survive the removal of Escrow Agent.
ARTICLE 7 — TITLE INSURANCE MATTERS
Section 7.1 Relationship to Title Services. The Parties acknowledge and agree that Fidelitas Title & Escrow, Inc. is also serving as the title company and settlement agent for the acquisition of the Meridian Parcel by Buyer. In such capacity, Escrow Agent has issued a title commitment with an effective date of April 10, 2025 (the "Title Commitment"), underwritten by Sovereign Title Insurance Company, committing to issue an owner's title insurance policy in the amount of Nineteen Million Four Hundred Thousand Dollars ($19,400,000.00) in favor of Buyer (or its permitted assignee) upon satisfaction of the requirements set forth therein. Escrow Agent's role under this Agreement as escrow agent for the Deposit is separate and distinct from its role as title company and settlement agent, and the terms and conditions of this Agreement shall govern the holding, investment, and disbursement of the Deposit notwithstanding any separate title commitment, title instructions, or closing and settlement instructions that may be issued by Escrow Agent in its capacity as title company or settlement agent.
Section 7.2 No Conflict. In the event of any conflict or inconsistency between the provisions of this Agreement and any separate title commitment, title instructions, closing instructions, or settlement instructions issued by Escrow Agent (whether in its capacity as title company, settlement agent, or otherwise), this Agreement shall control with respect to the holding and disbursement of the Deposit at all times prior to the closing of the transaction contemplated by the Purchase Agreement. Upon the closing of such transaction and the execution and delivery of the settlement statement by Buyer and Seller, the settlement statement and closing instructions shall govern the application of the Deposit to the Purchase Price, and the provisions of this Agreement with respect to disbursement shall be deemed satisfied upon the application of the Deposit in accordance with the settlement statement.
ARTICLE 8 — ASSIGNMENT
Section 8.1 Assignment by Buyer. Buyer may assign its rights and interests under the Purchase Agreement, including the benefit of this Escrow Agreement, to Stonebridge Campus Holdings LLC, a Virginia limited liability company to be formed and wholly owned by Ironhaven Data Centers LLC, or to any other entity that is controlled by, under common control with, or controlling Buyer (any such entity, a "Buyer Affiliate"), upon delivery of written notice to Escrow Agent and Seller specifying the identity, organizational jurisdiction, and contact information of the assignee. For purposes of this Section 8.1, "control" means the direct or indirect ownership of more than fifty percent (50%) of the outstanding voting interests or equity interests of an entity, or the power to direct the management and policies of an entity. Any assignment by Buyer to a Buyer Affiliate shall not release Buyer from its obligations under this Agreement unless Seller expressly agrees in writing to such release. Upon any permitted assignment, references to "Buyer" in this Agreement shall be deemed to include the assignee, except that Buyer shall remain jointly and severally liable with the assignee for all obligations hereunder unless released by Seller.
Section 8.2 Assignment by Seller. Seller may not assign its rights or obligations under this Agreement without the prior written consent of Buyer, which consent may be granted or withheld in Buyer's sole and absolute discretion. Any purported assignment by Seller without such prior written consent shall be null, void, and of no force or effect.
ARTICLE 9 — NOTICES
Section 9.1 General Notice Provisions. All notices, demands, requests, consents, approvals, designations, and other communications required or permitted under this Agreement (collectively, "Notices") shall be in writing and shall be deemed duly given, made, and received:
(a) When personally delivered to the Party or the Party's designated representative;
(b) One (1) Business Day following deposit with a nationally recognized overnight courier service (such as Severin Partners LLC, Halcyon Partners LLC, or Tarrant & Co.) for next-Business-Day delivery, with delivery charges prepaid, addressed to the Party at the address set forth in Section 9.2 below;
(c) When transmitted by electronic mail (email) to the email address of the Party's designated representative, provided that (i) the sending Party receives a confirmation of receipt (whether by reply email, read receipt, or other electronic confirmation), and (ii) a copy of such notice is also sent on the same Business Day by overnight courier in accordance with clause (b) above; or
(d) Three (3) Business Days following deposit in the United States mail, certified or registered, return receipt requested, postage prepaid, addressed to the Party at the address set forth in Section 9.2 below.
Section 9.2 Notice Addresses. All Notices shall be addressed as follows:
To Buyer:
Ironhaven Data Centers LLC 44680 Prentice Drive, Suite 200 Ashburn, Virginia 20147
Attn: Marcus Thorne, Chief Executive Officer
With a copy (which shall not constitute notice) to:
Ironhaven Data Centers LLC 44680 Prentice Drive, Suite 200 Ashburn, Virginia 20147
Attn: Priya Dasgupta, Chief Financial Officer
And with a copy (which shall not constitute notice) to:
Calderwood & Harkness LLP 1900 K Street NW, Suite 800 Washington, DC 20006
Attn: Douglas Fairchild / Cynthia Ho
To Seller:
Meridian Acres LLC 3401 Old Ox Road Sterling, Virginia 20166
Attn: Theodore Ashford, Managing Member
With a copy (which shall not constitute notice) to:
Dunleavy & Dunmore Benefits Consulting, PLLC 118 North King Street Leesburg, Virginia 20176
Attn: Fiona Dunleavy
To Escrow Agent:
Fidelitas Title & Escrow, Inc. 44121 Harry Byrd Highway, Suite 120 Ashburn, Virginia 20147
Attn: Escrow Department
Section 9.3 Changes. Any Party may change its address, email address, or designated representative for Notices hereunder by providing written notice of such change to all other Parties in accordance with this Article 9. Such change shall be effective upon receipt of the notice by all other Parties.
ARTICLE 10 — REPRESENTATIONS AND WARRANTIES
Section 10.1 Buyer's Representations and Warranties. Buyer hereby represents and warrants to Seller and Escrow Agent, as of the Effective Date, as follows:
(a) Organization and Standing. Buyer is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware, and is authorized to transact business in the Commonwealth of Virginia (Virginia State Corporation Commission Entity Identification Number S7491283).
(b) Power and Authority. Buyer has full limited liability company power and authority to enter into, execute, and deliver this Agreement and to perform all of its obligations hereunder.
(c) Due Authorization. The execution, delivery, and performance of this Agreement by Buyer have been duly authorized by all necessary limited liability company action on the part of Buyer, and no further consent, approval, or authorization is required.
(d) Binding Obligation. This Agreement constitutes the legal, valid, and binding obligation of Buyer, enforceable against Buyer in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, and similar laws affecting creditors' rights generally and to general principles of equity.
(e) No Violation. The execution and delivery of this Agreement and the performance by Buyer of its obligations hereunder do not and will not violate, conflict with, or result in a breach of any provision of Buyer's organizational documents, or any law, regulation, order, judgment, or decree applicable to Buyer, or any agreement or instrument to which Buyer is a party or by which Buyer is bound.
(f) Source of Funds. The funds constituting the Deposit are not derived from any illegal source or activity, and the deposit of such funds with Escrow Agent does not and will not violate any applicable anti-money laundering laws, regulations, or executive orders, including, without limitation, the USA PATRIOT Act (Title III of Pub. L. 107-56), the Bank Secrecy Act (31 U.S.C. §§ 5311 et seq.), and any regulations promulgated thereunder.
Section 10.2 Seller's Representations and Warranties. Seller hereby represents and warrants to Buyer and Escrow Agent, as of the Effective Date, as follows:
(a) Organization and Standing. Seller is a limited liability company duly organized, validly existing, and in good standing under the laws of the Commonwealth of Virginia.
(b) Power and Authority. Seller has full limited liability company power and authority to enter into, execute, and deliver this Agreement and to perform all of its obligations hereunder.
(c) Due Authorization. Theodore Ashford, as Managing Member of Seller, is duly authorized to execute this Agreement on behalf of Seller, and the execution, delivery, and performance of this Agreement by Seller have been duly authorized by all necessary limited liability company action on the part of Seller.
(d) Binding Obligation. This Agreement constitutes the legal, valid, and binding obligation of Seller, enforceable against Seller in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, and similar laws affecting creditors' rights generally and to general principles of equity.
(e) No Violation. The execution and delivery of this Agreement and the performance by Seller of its obligations hereunder do not and will not violate, conflict with, or result in a breach of any provision of Seller's organizational documents, or any law, regulation, order, judgment, or decree applicable to Seller, or any agreement or instrument to which Seller is a party or by which Seller is bound.
Section 10.3 Escrow Agent's Representations and Warranties. Escrow Agent hereby represents and warrants to Buyer and Seller, as of the Effective Date, as follows:
(a) Organization and Standing. Escrow Agent is a corporation duly organized, validly existing, and in good standing under the laws of the Commonwealth of Virginia and is duly licensed to provide title insurance and escrow services in the Commonwealth of Virginia.
(b) Power and Authority. Escrow Agent has full corporate power and authority to serve as escrow agent under this Agreement and to perform all of its obligations hereunder.
(c) Insurance Coverage. Escrow Agent maintains adequate fidelity bond coverage and errors and omissions insurance coverage in amounts consistent with industry standards for title and escrow companies operating in the Commonwealth of Virginia, and Escrow Agent shall maintain such coverage throughout the term of this Agreement. Upon written request by Buyer or Seller, Escrow Agent shall provide evidence of such coverage.
(d) Binding Obligation. This Agreement constitutes the legal, valid, and binding obligation of Escrow Agent, enforceable against Escrow Agent in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, and similar laws affecting creditors' rights generally and to general principles of equity.
ARTICLE 11 — GOVERNING LAW AND JURISDICTION
Section 11.1 Governing Law. This Agreement shall be governed by, and construed and interpreted in accordance with, the laws of the Commonwealth of Virginia, without giving effect to any choice-of-law or conflict-of-law rules or provisions (whether of the Commonwealth of Virginia or of any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the Commonwealth of Virginia.
Section 11.2 Jurisdiction and Venue. Any action, suit, or proceeding arising out of, relating to, or in connection with this Agreement, or the breach, termination, validity, or enforceability thereof, shall be brought exclusively in the Circuit Court of Loudoun County, Virginia, or, if federal subject matter jurisdiction exists, in the United States District Court for the Eastern District of Virginia, Alexandria Division. Each Party hereby irrevocably and unconditionally (a) submits to the exclusive jurisdiction of such courts for purposes of any such action, suit, or proceeding; (b) consents to the personal jurisdiction of such courts over such Party and waives any objection to venue in such courts, including any objection based on the doctrine of forum non conveniens or any similar doctrine; and (c) agrees that service of process in any such action, suit, or proceeding may be effected by the means by which Notices are permitted to be given under Article 9 hereof or by any other means permitted by applicable law.
Section 11.3 Waiver of Jury Trial. EACH PARTY HEREBY KNOWINGLY, VOLUNTARILY, AND IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHTS TO A TRIAL BY JURY IN ANY ACTION, SUIT, PROCEEDING, CLAIM, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE DEPOSIT, OR THE TRANSACTIONS CONTEMPLATED HEREBY. THIS WAIVER IS A MATERIAL INDUCEMENT FOR EACH PARTY TO ENTER INTO THIS AGREEMENT.
ARTICLE 12 — GENERAL PROVISIONS
Section 12.1 Entire Agreement. This Agreement, together with the Purchase Agreement dated as of April 22, 2025, and the Exhibits attached hereto, constitutes the entire agreement among the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, discussions, representations, understandings, and agreements, whether oral or written, relating to such subject matter. No Party has relied on any statement, representation, warranty, or agreement of any other Party except as expressly set forth in this Agreement or in the Purchase Agreement.
Section 12.2 Amendments. This Agreement may not be amended, modified, supplemented, or waived except by a written instrument duly executed by all Parties hereto. No waiver of any provision of this Agreement shall be effective unless set forth in a written instrument signed by the Party against whom such waiver is to be enforced, and no such waiver shall constitute a waiver of any other provision or a continuing waiver of the same provision.
Section 12.3 Severability. If any provision of this Agreement, or the application of any such provision to any Party or set of circumstances, is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect the validity, legality, or enforceability of the remaining provisions of this Agreement, and the remaining provisions shall continue in full force and effect. The Parties shall negotiate in good faith to replace any invalid, illegal, or unenforceable provision with a valid, legal, and enforceable provision that most closely approximates the intent and economic effect of the invalid, illegal, or unenforceable provision.
Section 12.4 Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which, taken together, shall constitute one and the same instrument. Facsimile, electronic, and Portable Document Format (PDF) signatures shall be deemed original signatures for all purposes of this Agreement. The Parties agree that this Agreement may be executed and delivered by exchange of electronically signed counterparts transmitted by email in PDF format, and that such execution and delivery shall be legally binding and effective.
Section 12.5 Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective heirs, executors, administrators, successors, and permitted assigns, subject to the limitations on assignment set forth in Article 8 hereof.
Section 12.6 Headings. The article, section, and subsection headings contained in this Agreement are for convenience of reference only and shall not affect in any way the meaning, interpretation, or construction of this Agreement.
Section 12.7 Relationship to Purchase Agreement. In the event of any conflict or inconsistency between the terms and provisions of this Agreement and the terms and provisions of the Purchase Agreement with respect to the holding, investment, or disbursement of the Deposit, the terms and provisions of this Agreement shall control, except as expressly provided otherwise herein. This Agreement is intended to supplement and complement the Purchase Agreement with respect to the escrow arrangements for the Deposit, and the Parties intend that this Agreement and the Purchase Agreement be read together and construed harmoniously to the fullest extent possible.
Section 12.8 No Third-Party Beneficiaries. Except as expressly provided herein (including the rights of Escrow Agent Indemnified Parties under Section 6.4), nothing in this Agreement, express or implied, is intended to or shall confer upon any person or entity other than the Parties and their respective permitted successors and assigns any rights, benefits, remedies, obligations, or liabilities of any nature whatsoever under or by reason of this Agreement.
Section 12.9 Time of the Essence. Time is of the essence with respect to all dates, deadlines, and time periods set forth in this Agreement, including, without limitation, the deadline for delivery of the Deposit, the expiration of the Due Diligence Period, the Closing Date, and all notice and objection periods set forth herein.
[SIGNATURE PAGES FOLLOW]
IN WITNESS WHEREOF, the Parties have executed this Escrow Agreement as of the date first written above.
BUYER / DEPOSITOR:
IRONHAVEN DATA CENTERS LLC, a Delaware limited liability company
By: ________
Name: Marcus Thorne
Title: Chief Executive Officer
Date: ________
Or:
IRONHAVEN DATA CENTERS LLC, a Delaware limited liability company
By: ________
Name: Priya Dasgupta
Title: Chief Financial Officer
Date: ________
SELLER:
MERIDIAN ACRES LLC, a Virginia limited liability company
By: ________
Name: Theodore Ashford
Title: Managing Member
Date: ________
ESCROW AGENT:
FIDELITAS TITLE & ESCROW, INC., a Virginia corporation
By: ________
Name: ________
Title: ________
Date: ________
EXHIBIT A
LEGAL DESCRIPTION OF THE MERIDIAN PARCEL
The Property that is the subject of this Escrow Agreement is described as follows:
ALL that certain lot, piece, or parcel of land, together with all improvements thereon and appurtenances thereto belonging, situate, lying, and being in the unincorporated area of Loudoun County, Virginia, and containing approximately 19.4 acres, more or less, and being more particularly described as follows:
Loudoun County Tax Map Reference No.: /95-4A-2///
Location: The Property is located adjacent to the Stonebridge Parcel (Loudoun County Tax Map Reference No. /95-4A-1///) on the east, in Ashburn, Virginia 20148.
Description by Reference: Being all of that tract or parcel of land designated as "Parcel 2" on that certain plat of subdivision entitled "Plat of Subdivision — Ashford Tract," prepared by Vireo Advisors, dated March 8, 2024, last revised January 15, 2025, and recorded among the Land Records of Loudoun County, Virginia, as Instrument No. 202500XXXXXX, in Plat Book XXXX, at Page XXXX.
Being the same property conveyed to Meridian Acres LLC by Deed of Bargain and Sale from Ashford Family Trust dated August 12, 2019, and recorded among the aforesaid Land Records as Instrument No. 201900XXXXXX, in Deed Book XXXX, at Page XXXX.
Note: The complete metes and bounds description and plat reference shall be inserted herein upon receipt of the final survey and confirmation from the title commitment issued by Fidelitas Title & Escrow, Inc. (Title Commitment effective date: April 10, 2025, underwritten by Sovereign Title Insurance Company). In the event of any discrepancy between this description and the description in the title commitment or survey, the description in the title commitment shall control.