1043-00002 · Ironhaven Data Centers LLC · Land Acquisition/Meridian

title-objection-letter-meridian.docx DOCUMENT Real Estate

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PRIVILEGED & CONFIDENTIAL

CALDERWOOD & HARKNESS LLP 1900 K Street NW, Suite 800 Washington, DC 20006

Telephone: (202) 554-8100 Facsimile: (202) 554-8101

425 Lexington Avenue, New York, NY 10017 1900 K Street NW, Suite 800, Washington, DC 20006 One Embarcadero Center, Suite 2600, San Francisco, CA 94111

C&H Matter No.: 1043-00002

May 30, 2025

VIA EMAIL AND OVERNIGHT COURIER

Fiona Dunleavy, Esq. Dunleavy & Marsh, PLLC 118 North King Street Leesburg, VA 20176

Re: Purchase and Sale Agreement dated April 22, 2025 (the "PSA"), by and between Meridian Acres LLC ("Seller") and Ironhaven Data Centers LLC ("Buyer")

Property: Approximately 19.4 acres, Loudoun County, Virginia, Tax Map Reference No. /95-4A-2///, adjacent to the Stonebridge Parcel on the east, Ashburn, VA 20148 (the "Meridian Parcel" or the "Property")

Title Objection Letter pursuant to Section 5.2(a) of the PSA

Dear Ms. Dunleavy:

We write on behalf of our client, Ironhaven Data Centers LLC ("IHDC" or "Buyer"), in connection with the Purchase and Sale Agreement dated April 22, 2025 (the "PSA"), by and between Meridian Acres LLC ("Seller") and Buyer, for the acquisition of the Meridian Parcel, as more particularly described in the PSA. This letter constitutes Buyer's Title Objection Letter delivered pursuant to Section 5.2(a) of the PSA.

In connection with its due diligence investigation of the Property, Buyer has received and reviewed the title commitment issued by Fidelitas Title & Escrow, Inc. (acting as agent for Sovereign Title Insurance Company, the title underwriter), bearing Commitment No. STI-VA-2025-041587, with an effective date of April 10, 2025 (the "Title Commitment"). The Title Commitment commits Sovereign Title Insurance Company to issue an owner's title insurance policy in the amount of Nineteen Million Four Hundred Thousand and No/100 Dollars ($19,400,000.00), which amount corresponds to the purchase price set forth in Section 2.1 of the PSA.

Buyer has carefully reviewed the Title Commitment in its entirety, including the requirements set forth on Schedule B-I thereof (the "Requirements") and the exceptions from coverage set forth on Schedule B-II thereof (the "Exceptions"). The purpose of this letter is to identify those title objections that Seller must cure or cause to be removed, released, or otherwise resolved at or prior to the closing of the transaction contemplated by the PSA, which is currently targeted for September 15, 2025 (the "Closing" or the "Closing Date").

As you are aware, the due diligence period under the PSA commenced on April 22, 2025 and expires on July 7, 2025, which is seventy-five (75) days following execution of the PSA. This Title Objection Letter is being delivered well within the due diligence period. We respectfully request that Seller respond to the objections set forth herein within the timeframe specified in Section 5.2(b) of the PSA, which requires Seller's written response within fifteen (15) business days following receipt of this letter.

1. Standard/Permitted Exceptions (No Objection)

Before identifying its specific title objections, Buyer acknowledges that certain standard Schedule B-II exceptions appear in the Title Commitment to which Buyer does not object at this time, subject to the qualifications and reservations noted below. The following exceptions are deemed acceptable as permitted exceptions under Section 5.1 of the PSA:

(a) Real Property Taxes. Real estate taxes and assessments for the current tax year (tax year 2025) which are not yet due and payable as of the effective date of the Title Commitment. Buyer accepts this exception subject to the requirement that all real estate taxes, special assessments, and similar charges that are due and payable on or before the Closing Date shall be paid in full by Seller, and that all taxes and assessments for the current tax year shall be prorated between Seller and Buyer as of the Closing Date in accordance with Section 7.3 of the PSA. To the extent any delinquent real property taxes exist, such delinquency is addressed separately as a title objection in Section 2 below.

(b) Rights in Public Roadways. Rights of the public and of applicable governmental authorities (including, without limitation, the Virginia Department of Transportation, Loudoun County, and the Commonwealth of Virginia) in and to any public roadways, rights-of-way, and dedicated public roads abutting or crossing the Property, as shown on applicable recorded subdivision plats, road plans, and public road maps. Buyer does not object to this standard exception provided that such rights do not materially interfere with Buyer's access to the Property or with the planned development of the Meridian Parcel as part of the Stonebridge Data Center Campus.

(c) Zoning Ordinance Provisions. The provisions of the Loudoun County Revised 1993 Zoning Ordinance (as amended through the date hereof), including without limitation the classification of the Property under the PD-IP (Planned Development — Industrial Park) zoning district, and all applicable conditions, proffers, and restrictions arising thereunder. Buyer has independently reviewed the applicable zoning provisions and has confirmed through consultation with its land use counsel that the PD-IP zoning district permits data center development and ancillary utility infrastructure as a matter of right or by special exception, subject to compliance with applicable development standards and any proffered conditions. This acceptance is without prejudice to Buyer's right to raise objections under Section 2 below to any recorded proffers, conditions, or covenants that may impose additional restrictions beyond the zoning ordinance itself.

(d) Standard Utility Easements. Standard utility easements of record that serve the Property and that do not materially interfere with Buyer's intended use of the Property for data center campus development, including utility routing, substation easement areas, and building pad locations. Buyer notes that its determination as to whether any particular utility easement materially interferes with the intended use of the Property is subject to confirmation upon completion of the ALTA/NSPS survey being prepared by Lumen Ridge Engineering, PLLC, which has a target completion date of June 15, 2025. To the extent the survey reveals that a utility easement of record conflicts with planned improvements, Buyer reserves the right to supplement this letter with additional objections as provided in Section 3 below. Nothing in this paragraph shall be construed as acceptance of the specific utility easement identified in Objection 3 of Section 2 below.

(e) Survey Matters. The standard Schedule B-II exception for matters that would be disclosed by an accurate ALTA/NSPS survey of the Property. Buyer is in the process of obtaining an ALTA/NSPS survey for the Meridian Parcel prepared by Lumen Ridge Engineering, PLLC (project principal: Carlos Esteban, PE, PLS), with a target completion date of June 15, 2025. Buyer expressly reserves the right to supplement this Title Objection Letter with additional objections arising from survey results, including but not limited to encroachments, setback violations, easement location discrepancies, flood zone issues, and access matters, and Buyer's acceptance of this standard exception at this time shall not constitute a waiver of any survey-based objections that Buyer may raise within the due diligence period.

Buyer's acceptance of the foregoing standard exceptions is made subject to the reservations and qualifications stated herein and does not constitute a waiver of any rights under the PSA, including without limitation the right to raise additional objections based on the ALTA/NSPS survey, supplemental title searches, or other due diligence materials received during the due diligence period.

2. Title Objections

Buyer hereby objects to the following matters disclosed in the Title Commitment or otherwise identified in connection with Buyer's review of title to the Property. Each objection is presented below with a description of the matter, the basis for Buyer's objection, and the curative action requested. All instrument references correspond to recordings in the Office of the Clerk of the Circuit Court of Loudoun County, Virginia, unless otherwise indicated.

Objection 1: Outstanding Deed of Trust / Mortgage Lien

Description: The Title Commitment discloses at Schedule B-II, Exception No. 5, a Deed of Trust recorded on March 14, 2019, in the Office of the Clerk of the Circuit Court of Loudoun County, Virginia, as Instrument No. 20190314-0028735 (Book 9817, Page 1203), from Meridian Acres LLC, a Virginia limited liability company (Theodore R. Ashford, Managing Member), as Grantor, to James K. Whitford, Trustee, for the benefit of Piedmont Savings Bank, N.A., as Beneficiary, securing indebtedness in the original principal amount of Eight Million Two Hundred Fifty Thousand and No/100 Dollars ($8,250,000.00), together with all modifications, extensions, renewals, and supplements thereto, including without limitation that certain Modification Agreement recorded on June 22, 2021, as Instrument No. 20210622-0042118.

Objection: This Deed of Trust constitutes a monetary lien encumbering the fee simple title to the Property and must be released, reconveyed, and satisfied of record at or prior to the Closing. Buyer will not accept title to the Property subject to this encumbrance, and the Title Commitment itself identifies the release of this Deed of Trust as a Requirement on Schedule B-I. The continued existence of this lien at Closing would render Seller unable to deliver marketable and insurable fee simple title as required under Section 4.1 of the PSA.

Requested Curative Action: Seller shall obtain from Piedmont Savings Bank, N.A. a written payoff statement reflecting the outstanding balance of the indebtedness secured by the Deed of Trust as of the anticipated Closing Date, together with per diem interest accrual figures, and shall deliver a copy of such payoff statement to Buyer's counsel and to Fidelitas Title & Escrow, Inc. no later than ten (10) business days prior to the Closing Date. At Closing, Seller shall cause the indebtedness to be paid in full from the proceeds of the sale (or from other funds available to Seller), and shall cause Piedmont Savings Bank, N.A. (or its successor or assign) to deliver to Fidelitas Title & Escrow, Inc. a fully executed and recordable Certificate of Satisfaction, Deed of Release, or Reconveyance, in form and substance acceptable to the title underwriter, for recording in the land records of Loudoun County, Virginia. Seller shall bear all costs associated with the payoff, release, and recording of such instrument.

Objection 2: Judgment Lien

Description: The Title Commitment discloses at Schedule B-II, Exception No. 7, a Judgment Lien docketed on October 3, 2024, in the Circuit Court of Loudoun County, Virginia, Case No. CL-2024-04891, styled Dominion Materials Supply, Inc. v. Meridian Acres LLC and Theodore R. Ashford, in the amount of Seventy-Six Thousand Three Hundred Forty-Two and 17/100 Dollars ($76,342.17), plus post-judgment interest at the statutory rate. The judgment was docketed against both Meridian Acres LLC, as a judgment debtor entity, and Theodore R. Ashford, individually, and constitutes a lien against all real property owned by the judgment debtors in Loudoun County, Virginia, including the Property.

Objection: This Judgment Lien constitutes a cloud on the title to the Property and must be fully satisfied, released, and discharged of record at or prior to the Closing. The existence of an unsatisfied judgment lien against Seller (and its managing member individually) is inconsistent with the delivery of marketable and insurable fee simple title as required under the PSA and would constitute a title defect under Section 5.2 thereof. Moreover, the existence of this lien raises concerns regarding Seller's financial condition and its ability to consummate the transaction, which Buyer reserves the right to address separately under the PSA.

Requested Curative Action: Seller shall cause this Judgment Lien to be satisfied in full and shall obtain and record in the land records of Loudoun County, Virginia a Satisfaction of Judgment or Certificate of Release from the judgment creditor, Dominion Materials Supply, Inc. (or from the Clerk of the Circuit Court, as applicable), confirming that the judgment has been paid in full and that the lien has been released. Seller shall deliver evidence of such satisfaction and release to Buyer's counsel and to Fidelitas Title & Escrow, Inc. no later than five (5) business days prior to the Closing Date. All costs associated with the satisfaction and release of the Judgment Lien, including the principal amount, accrued interest, and any recording fees, shall be borne by Seller.

Objection 3: Existing Utility Easement Conflicting with Planned Substation Location

Description: The Title Commitment discloses at Schedule B-II, Exception No. 9, an easement granted by Meridian Farms, Inc. (predecessor in title to Seller) to Commonwealth Gas Transmission, LLC, by instrument dated September 8, 2003, recorded on September 15, 2003, in the Office of the Clerk of the Circuit Court of Loudoun County, Virginia, as Instrument No. 20030915-0094221 (Book 5643, Page 887), granting a perpetual, non-exclusive easement for the installation, operation, maintenance, repair, replacement, and removal of a natural gas transmission pipeline and related appurtenances across a portion of the Property, as more particularly described and depicted on Exhibit A attached to the recorded instrument. Based on Buyer's preliminary review of the recorded plat accompanying the easement instrument, the easement corridor traverses an area in the southwestern portion of the Property that overlaps with or is in close proximity to the location identified by Buyer and its engineering consultants for the planned dedicated 230kV/34.5kV electrical substation to be granted to Vantage Power Cooperative pursuant to a dedicated substation easement agreement currently under negotiation.

Objection: This easement, as currently configured and located on the Property, may interfere with Buyer's planned development of the Meridian Parcel, and specifically with the siting, construction, and operation of the dedicated electrical substation that Buyer intends to grant to Vantage Power Cooperative by easement in connection with the energization of the Stonebridge Data Center Campus. Buyer is actively coordinating with Vantage Power Cooperative under VPC Service Application No. LSA-2025-0091 regarding the substation siting and design requirements. The co-location of a natural gas transmission pipeline and a high-voltage electrical substation within the same area of the Property raises significant safety, engineering, regulatory, and operational concerns, including compliance with the minimum separation distances required under applicable NESC, OSHA, and pipeline safety regulations. Additionally, the gas transmission easement may restrict grading, excavation, and construction activities within and adjacent to the easement corridor in a manner that could materially impair Buyer's ability to construct the substation and associated utility infrastructure.

Requested Curative Action: Seller is requested to take one or more of the following actions to resolve this objection:

(i) Obtain from Commonwealth Gas Transmission, LLC a written relocation agreement pursuant to which the gas transmission pipeline and associated easement corridor would be relocated to an area of the Property that does not conflict with the planned substation location, with all costs of such relocation to be allocated as agreed between Seller and Commonwealth Gas Transmission, LLC (and not borne by Buyer);

(ii) In the alternative, obtain from Commonwealth Gas Transmission, LLC a written subordination, partial release, or modification of the easement that would permit the construction and operation of the electrical substation within or adjacent to the existing easement corridor, on terms and conditions acceptable to Buyer, Vantage Power Cooperative, and their respective engineers;

(iii) In the further alternative, obtain from Commonwealth Gas Transmission, LLC a complete release of the easement, if the gas transmission pipeline is no longer in active service or if Commonwealth Gas Transmission, LLC is willing to abandon the easement; or

(iv) Provide Buyer with competent engineering evidence, satisfactory to Buyer and to Vantage Power Cooperative, demonstrating that the existing gas transmission easement does not in fact conflict with the planned substation site and utility corridor and that the substation and related improvements can be constructed and operated in compliance with all applicable codes, regulations, and safety standards without interference from the existing easement.

Buyer requests that Seller initiate communications with Commonwealth Gas Transmission, LLC promptly upon receipt of this letter and provide Buyer with a status update within the fifteen (15) business day response period specified in Section 5.2(b) of the PSA. Buyer notes that this objection may also implicate survey-related matters that will be further evaluated upon receipt of the ALTA/NSPS survey from Lumen Ridge Engineering, PLLC.

Objection 4: Unrecorded Lease, License, or Right of Occupancy

Description: The Title Commitment contains, at Schedule B-II, Exception No. 11, a general exception for "rights of parties in possession other than the insured, including rights of tenants and holders of unrecorded leases, licenses, or occupancy agreements." Additionally, in the course of its preliminary due diligence inspections of the Property, Buyer has observed evidence of third-party activity on the Property, including apparent agricultural use of a portion of the eastern acreage and the presence of what appears to be a storage structure and gravel staging area along the northern boundary of the Property, the origins and authorization for which have not been confirmed.

Objection: Buyer objects to any unrecorded lease, license, right of occupancy, or possessory interest held by any third party in or to any portion of the Property. The existence of any such interest would be inconsistent with the delivery of vacant and unencumbered possession of the Property at Closing, as required under Section 4.2 of the PSA. Moreover, any third-party occupancy or use of the Property could give rise to claims of adverse possession, prescriptive easement, or other equitable interests that could cloud the title to the Property and impair Buyer's ability to develop the Meridian Parcel as part of the Stonebridge Data Center Campus.

Requested Curative Action: Seller shall deliver to Buyer, at or prior to Closing, a Seller's Affidavit of Title and Possession, in form and substance acceptable to Buyer, Fidelitas Title & Escrow, Inc., and Sovereign Title Insurance Company, confirming, among other things, that: (a) no third party has any lease, license, right of occupancy, or possessory interest in or to any portion of the Property; (b) Seller has not entered into any oral or written agreement granting any third party the right to use, occupy, or possess any portion of the Property; (c) to Seller's knowledge, no third party has asserted or is asserting any claim to any portion of the Property based on adverse possession, prescriptive use, or any other theory; and (d) Seller will deliver vacant possession of the Property to Buyer at Closing, free and clear of all occupants and possessory interests. The delivery of such affidavit shall be a condition to Closing, and Seller shall cause Fidelitas Title & Escrow, Inc. and Sovereign Title Insurance Company to remove this general exception from the final owner's title insurance policy issued at Closing.

In addition, to the extent that any agricultural tenant, licensee, or other third party is currently using or occupying any portion of the Property, Seller shall take all steps necessary to terminate any such use or occupancy and to remove all third-party personal property, equipment, structures, and improvements from the Property prior to Closing.

Objection 5: Boundary Discrepancy / Gap or Overlap with Adjoining Stonebridge Parcel

Description: Based on Buyer's preliminary review of the recorded deed descriptions and available tax maps for the Meridian Parcel (Tax Map Ref. /95-4A-2///) and the adjacent Stonebridge Parcel (Tax Map Ref. /95-4A-1///, currently owned by Blackthorn Realty Group, Inc.), there appears to be a potential discrepancy, ambiguity, or inconsistency in the description of the common boundary between the two parcels along their shared eastern-western boundary line. Specifically, the metes and bounds description contained in the deed by which Seller acquired the Meridian Parcel (Instrument No. 20170609-0051244, recorded June 9, 2017) references a call to an iron pin "found" at the northeastern corner of the Meridian Parcel, while the corresponding deed for the Stonebridge Parcel references a call to a concrete monument at what appears to be the same corner point but at coordinates that may differ by several feet. This potential discrepancy has not yet been confirmed or resolved by field survey.

Objection: IHDC is acquiring both the Meridian Parcel and the Stonebridge Parcel and intends to operate them as a unified data center campus known as the Stonebridge Data Center Campus, comprising a total of approximately 81.4 acres. Any gap, overlap, or ambiguity in the common boundary between these two parcels would be of material concern to Buyer, as it could result in: (a) a strip or gore of land between the two parcels that is not owned by either party; (b) an overlap that could give rise to competing title claims; (c) encroachments of improvements from one parcel onto the other; or (d) impediments to the assembly of a single, contiguous campus for site plan, subdivision, or land use approval purposes. Additionally, Buyer is coordinating a cross-access and utility easement agreement between the Meridian Parcel and the Stonebridge Parcel, and any boundary discrepancy could complicate the preparation and recording of such agreement.

Requested Curative Action: Seller shall cooperate fully with the ALTA/NSPS survey being prepared by Lumen Ridge Engineering, PLLC, including by providing access to the Property for survey crews, making available to the surveyor all deed descriptions, prior surveys, plats, and boundary-related documents in Seller's possession or control, and participating in any boundary conferences or walk-throughs as may be reasonably requested by the surveyor. If the ALTA/NSPS survey identifies a gap, overlap, or other discrepancy in the common boundary between the Meridian Parcel and the Stonebridge Parcel, Seller shall execute and deliver at or prior to Closing such corrective instruments as may be necessary to resolve the discrepancy, including without limitation a boundary line adjustment deed, a quitclaim deed, a corrective deed, or a lot line vacation instrument, in form and substance acceptable to Buyer, Buyer's counsel, Fidelitas Title & Escrow, Inc., and Sovereign Title Insurance Company. Buyer notes that it is separately coordinating with Blackthorn Realty Group, Inc. and its counsel regarding any reciprocal corrective instruments that may be required with respect to the Stonebridge Parcel.

Objection 6: Restrictive Covenants or Deed Restrictions

Description: The Title Commitment discloses at Schedule B-II, Exception No. 13, certain restrictive covenants and deed restrictions imposed by Declaration of Covenants, Conditions, and Restrictions recorded on July 22, 1998, in the Office of the Clerk of the Circuit Court of Loudoun County, Virginia, as Instrument No. 19980722-0061445 (Book 3291, Page 504), as amended by First Amendment to Declaration recorded on February 11, 2005, as Instrument No. 20050211-0012887 (the "Declaration"), originally executed by Ashford Farm Holdings, L.P., as the declarant. The Declaration imposes various use restrictions, architectural review requirements, and development limitations on the Property and on other parcels within the original Ashford Farm subdivision area.

Objection: Buyer objects to any provision of the Declaration (or any amendment thereto) that would prohibit or materially impair the development and operation of a data center campus on the Property, including without limitation any restrictions on: (a) the construction, installation, and operation of data center buildings and associated improvements, including chiller plants, cooling towers, and mechanical equipment; (b) the construction, installation, and operation of electrical utility infrastructure, including the dedicated 230kV/34.5kV substation, switchgear, transformers, and high-voltage transmission and distribution lines; (c) the installation and operation of backup diesel generators and associated fuel storage facilities; (d) the height, bulk, setback, lot coverage, or floor area ratio of buildings and structures; (e) the hours of operation or noise levels associated with data center operations; (f) the types of permitted uses on the Property, to the extent that data center or technology infrastructure uses are not expressly permitted; and (g) the imposition of architectural review or design approval requirements that would be administered by a third-party architectural review board or similar body with discretionary authority over Buyer's development plans.

Buyer has conducted a preliminary review of the Declaration and has identified several provisions that may be inconsistent with or restrictive of data center campus development, including Article IV, Section 4.3 (limitation on "industrial uses" to "light manufacturing and warehousing"), Article V, Section 5.1 (maximum building height of forty-five (45) feet), and Article VII (architectural review by the Ashford Farm Design Review Committee). Buyer acknowledges that it has not yet completed its full analysis of the Declaration and reserves the right to identify additional objectionable provisions.

Requested Curative Action: Seller shall provide Buyer with complete and legible copies of the Declaration, all amendments thereto, and any related documents (including any bylaws, rules, or guidelines of the Ashford Farm Design Review Committee, if any). To the extent that any provisions of the Declaration prohibit or materially impair data center campus development as described above, Seller shall obtain and record, at or prior to Closing, either: (a) a release, termination, or extinguishment of the Declaration (or of the objectionable provisions thereof) executed by all parties having the authority to release or terminate the Declaration, including any declarant, successor declarant, or owners' association; or (b) a modification or amendment of the Declaration, executed by all required parties, that expressly permits data center campus development and exempts the Meridian Parcel from any restrictions that would impair such development, in form and substance acceptable to Buyer and Buyer's counsel. Seller shall deliver evidence of such release, termination, or modification to Buyer's counsel and to Fidelitas Title & Escrow, Inc. for removal of this exception from the final owner's title insurance policy.

Objection 7: Mechanic's Liens or Materialman's Liens

Description: Buyer is aware, based on its inspections of the Property and review of publicly available records, that certain site work, grading, clearing, and other improvement activities appear to have been performed on the Property within the statutory lien period applicable to mechanic's liens and materialman's liens under Virginia Code § 43-1 et seq. Specifically, Buyer has observed evidence of recent grading and earth-moving work in the central and southwestern portions of the Property, and the presence of construction debris and equipment staging areas near the northern boundary of the Property. The Title Commitment does not specifically identify any filed mechanic's liens, but the standard mechanic's lien exception at Schedule B-II, Exception No. 15, excepts from coverage any mechanic's or materialman's liens, or claims thereof, whether or not filed of record.

Objection: Buyer objects to any outstanding mechanic's liens, materialman's liens, or claims thereof arising from labor performed or materials furnished in connection with any improvements to the Property prior to Closing. Under Virginia law, a mechanic's lien may relate back to the date of commencement of the work, and a lien claimant has up to ninety (90) days after the last day of the month in which the work was completed or materials were last furnished to record a memorandum of mechanic's lien. Accordingly, the absence of a recorded lien as of the effective date of the Title Commitment does not preclude the subsequent filing of such a lien. Any such lien would constitute a cloud on the title to the Property and would be inconsistent with the delivery of marketable and insurable fee simple title at Closing.

Requested Curative Action: Seller shall provide Buyer with: (a) a complete list of all contractors, subcontractors, material suppliers, and other persons or entities who have performed labor on or furnished materials to the Property within one hundred twenty (120) days prior to the Closing Date; (b) unconditional final lien waivers and releases, in statutory form under Virginia Code § 43-3, from each such contractor, subcontractor, and material supplier, confirming that all amounts owed for labor and materials have been paid in full and that no mechanic's or materialman's lien will be filed; and (c) a Seller's Affidavit, in form and substance acceptable to Fidelitas Title & Escrow, Inc. and Sovereign Title Insurance Company, confirming that all contractors and material suppliers have been paid in full and that no lien claims are outstanding or threatened. Seller shall cause Fidelitas Title & Escrow, Inc. and Sovereign Title Insurance Company to delete the standard mechanic's lien exception from the final owner's title insurance policy, or to modify it to except only liens arising from work performed by or on behalf of Buyer after Closing.

3. Survey Reservation

As noted in Section 1 above, the ALTA/NSPS Land Title Survey for the Meridian Parcel is currently being prepared by Lumen Ridge Engineering, PLLC, under the supervision of Carlos Esteban, PE, PLS (Virginia Professional Engineer License No. 044891; Virginia Professional Land Surveyor License No. 3782). The survey is being prepared in accordance with the 2021 Minimum Standard Detail Requirements for ALTA/NSPS Land Title Surveys, jointly established by the American Land Title Association and the National Society of Professional Surveyors, and will include the optional Table A items specified by Buyer and its counsel. The target completion date for the survey is June 15, 2025.

Buyer expressly reserves the right to supplement this Title Objection Letter with additional objections arising from the results of the ALTA/NSPS survey, including but not limited to objections based on the following matters that may be disclosed or identified by the survey:

(a) Encroachments of improvements or structures from or onto the Property, including encroachments across boundary lines, easement lines, setback lines, or building restriction lines;

(b) Violations of applicable setback, height, lot coverage, or other dimensional requirements under the Loudoun County Zoning Ordinance or any applicable proffers, conditions, or site plan approvals;

(c) Discrepancies between the location of easements as described in the recorded instruments and their location as shown on the ground, including the location of the Commonwealth Gas Transmission, LLC easement discussed in Objection 3 above;

(d) The location of the Property within any Special Flood Hazard Area, floodway, or flood fringe as delineated on the current Flood Insurance Rate Map (FIRM) published by the Federal Emergency Management Agency (FEMA), including Community Panel No. 51107C0285F and any letter of map amendment (LOMA) or letter of map revision (LOMR) affecting the Property;

(e) Access issues, including confirmation that the Property has legal and physical access to a public right-of-way of sufficient width and capacity to support data center campus operations;

(f) Any discrepancy between the area of the Property as described in the recorded deed (approximately 19.4 acres) and the area as calculated from the survey;

(g) The boundary discrepancy matters discussed in Objection 5 above, to the extent confirmed or further delineated by the survey; and

(h) Any other matters that would be disclosed by an accurate survey that constitute title defects or objectionable encumbrances under the PSA.

Any supplemental title objections arising from the ALTA/NSPS survey will be delivered in writing to Seller's counsel within the due diligence period, which expires on July 7, 2025. Seller's obligation to cure such supplemental objections shall be governed by the same provisions of the PSA applicable to the objections set forth in this letter.

4. Environmental Note

In connection with its due diligence investigation of the Property, Buyer has engaged Pendleton Environmental Associates, Inc. (lead environmental scientist: Dr. Renata Volkov, PhD, CPG) to prepare a Phase I Environmental Site Assessment ("Phase I ESA") for the Meridian Parcel in accordance with ASTM Standard E1527-21 and the EPA All Appropriate Inquiries Rule (40 C.F.R. Part 312). The Phase I ESA has a target completion date of June 1, 2025, and Buyer anticipates receiving the final report shortly thereafter.

While environmental conditions are not strictly title matters, Buyer notes that the identification of recognized environmental conditions ("RECs"), controlled recognized environmental conditions ("CRECs"), or historical recognized environmental conditions ("HRECs") could give rise to environmental liens, encumbrances, or use restrictions under applicable federal, state, and local environmental laws, including without limitation the Comprehensive Environmental Response, Compensation, and Liability Act ("CERCLA"), 42 U.S.C. § 9601 et seq., and the Virginia Voluntary Remediation Program, Va. Code § 10.1-1232 et seq. Such environmental liens or encumbrances could constitute title defects that would be reflected as exceptions on the final owner's title insurance policy and could materially impair Buyer's ability to develop and operate the Property as a data center campus.

Accordingly, Buyer reserves the right to raise additional title-related objections or to require environmental indemnification, remediation assurances, or other protective measures if the Phase I ESA (or any subsequent Phase II investigation) identifies RECs, CRECs, HRECs, or other environmental conditions that could give rise to environmental liens, encumbrances, or use restrictions affecting the Property. Any such objections or requirements will be communicated to Seller's counsel separately and within the due diligence period, to the extent practicable.

Nothing in this Section 4 shall limit or waive any of Buyer's rights under Section 8.4 of the PSA (Environmental Representations and Warranties) or under the environmental indemnification provisions of the PSA.

5. Requirements for Closing / Summary of Requested Curative Actions

For ease of reference, the following is a summary of all curative actions requested in connection with the title objections set forth in Section 2 above. Each curative action must be completed at or prior to the Closing, currently targeted for September 15, 2025, with evidence of cure delivered to Buyer's counsel (Calderwood & Harkness LLP) and to Fidelitas Title & Escrow, Inc. (as title company and escrow agent) in sufficient time to permit the removal of the corresponding Schedule B-II exceptions from the final owner's title insurance policy:

1. Deed of Trust / Mortgage Lien (Objection 1): Seller shall obtain a payoff statement from Piedmont Savings Bank, N.A. and shall pay off the indebtedness secured by the Deed of Trust (Instrument No. 20190314-0028735) in full at or prior to Closing, and shall cause the delivery and recording of a recordable Certificate of Satisfaction or Deed of Release in the land records of Loudoun County, Virginia.

2. Judgment Lien (Objection 2): Seller shall satisfy the Judgment Lien (Case No. CL-2024-04891, Dominion Materials Supply, Inc. v. Meridian Acres LLC and Theodore R. Ashford) in full and shall obtain and record a Satisfaction of Judgment or Certificate of Release in the land records of Loudoun County, Virginia.

3. Conflicting Utility Easement (Objection 3): Seller shall obtain a relocation, subordination, partial release, or complete release of the Commonwealth Gas Transmission, LLC easement (Instrument No. 20030915-0094221), or shall provide competent engineering evidence satisfactory to Buyer and Vantage Power Cooperative demonstrating that the existing easement does not conflict with the planned 230kV/34.5kV substation site and utility corridor. Buyer is coordinating with Vantage Power Cooperative under VPC Service Application No. LSA-2025-0091 regarding substation siting, and any resolution of this objection must be acceptable to Vantage Power Cooperative.

4. Third-Party Possessory Interests (Objection 4): Seller shall deliver a Seller's Affidavit of Title and Possession confirming that no third party has any lease, license, right of occupancy, or possessory interest in or to the Property, and shall cause the removal of the general exception for rights of parties in possession from the final owner's title insurance policy. Seller shall terminate any existing third-party use or occupancy and deliver vacant possession of the Property at Closing.

5. Boundary Discrepancy (Objection 5): Seller shall cooperate with the ALTA/NSPS survey being prepared by Lumen Ridge Engineering, PLLC and, if a gap, overlap, or other boundary discrepancy is identified at the common boundary with the Stonebridge Parcel (Tax Map Ref. /95-4A-1///), shall execute and deliver such corrective instruments (boundary line adjustment deeds, quitclaim deeds, corrective deeds, or lot line vacation instruments) as may be necessary to establish a clear and unambiguous boundary between the two parcels.

6. Restrictive Covenants (Objection 6): Seller shall obtain and record a release, termination, or modification of the Declaration of Covenants, Conditions, and Restrictions (Instrument No. 19980722-0061445, as amended), to the extent that any provisions thereof prohibit or materially impair data center campus development on the Property, including utility infrastructure, substation, and generator installations.

7. Mechanic's / Materialman's Liens (Objection 7): Seller shall provide unconditional final lien waivers and releases from all contractors, subcontractors, and material suppliers who have performed labor on or furnished materials to the Property within one hundred twenty (120) days prior to the Closing Date, and shall deliver a Seller's Affidavit confirming that all such parties have been paid in full and that no lien claims are outstanding or threatened.

All curative actions must be completed and evidence of cure must be delivered in sufficient time to permit Fidelitas Title & Escrow, Inc. and Sovereign Title Insurance Company to issue the final owner's title insurance policy in favor of Buyer, in the amount of $19,400,000.00, free and clear of all objectionable Schedule B-II exceptions.

Additionally, Buyer notes that Summit National Bank, N.A., as Administrative Agent for the lending syndicate providing the $390,000,000 construction loan facility for the Stonebridge Data Center Campus, will require the issuance of a lender's title insurance policy by Sovereign Title Insurance Company in the amount of $390,000,000.00 (the "Lender's Policy"). All title objections identified in this letter must also be resolved to the satisfaction of lender's counsel, Redmond & Calloway LLP (attention: Victor Redmond, Esq.), and the final Lender's Policy must be free of all objectionable exceptions. Buyer anticipates that lender's counsel may deliver a separate title requirements letter to Seller's counsel identifying any additional requirements specific to the Lender's Policy, and Seller's cooperation with such requirements will be essential to the timely closing of the transaction.

6. Deadline for Response

Pursuant to Section 5.2(b) of the PSA, Seller is required to respond in writing to this Title Objection Letter within fifteen (15) business days following Seller's receipt hereof. Seller's response should indicate, with respect to each objection identified in Section 2 above, whether Seller (a) agrees to cure the objection and deliver evidence of cure at or prior to Closing, (b) has already cured or is in the process of curing the objection and will provide evidence thereof, or (c) is unable or unwilling to cure the objection, together with an explanation of the basis for such position.

Buyer respectfully reminds Seller that the due diligence period under the PSA expires on July 7, 2025. Seller's timely response to this Title Objection Letter is essential to allow Buyer to evaluate the status of title to the Property and to determine whether to proceed to Closing or to exercise any of its remedies under the PSA.

Buyer further notes that the failure to cure the title objections identified herein within the timeframe required by the PSA may constitute a failure of a condition to Closing under Section 6.1 of the PSA and may give rise to Buyer's right to terminate the PSA and receive a full refund of the earnest money deposit in the amount of Nine Hundred Seventy Thousand and No/100 Dollars ($970,000.00), which is currently held by Fidelitas Title & Escrow, Inc. in its capacity as escrow agent under the PSA. Nothing in this paragraph shall be construed as a limitation on any other rights or remedies available to Buyer under the PSA or at law or in equity.

7. Reservation of Rights

Buyer expressly reserves all rights and remedies available to it under the PSA and under applicable law, including without limitation the right to: (a) terminate the PSA and receive a return of the earnest money deposit in the event that Seller fails to cure the title objections identified herein within the required timeframe; (b) waive any or all title objections at Buyer's sole discretion; (c) extend the due diligence period or the Closing Date, if and to the extent permitted by the PSA; (d) supplement this Title Objection Letter with additional title or survey objections within the due diligence period; and (e) pursue any and all remedies available at law or in equity, including specific performance and damages, in the event of Seller's default under the PSA.

This Title Objection Letter does not constitute a waiver of any title objection, whether or not specifically identified herein. Buyer's decision not to object to a particular Schedule B-II exception at this time shall not be construed as an acceptance or approval of such exception, except to the extent expressly stated in Section 1 above with respect to the identified permitted exceptions. Buyer's approval of title to the Property is expressly conditioned upon the satisfactory resolution of all identified objections and the receipt of a final owner's title insurance policy from Sovereign Title Insurance Company, through Fidelitas Title & Escrow, Inc., that is free and clear of all objectionable exceptions and that affirmatively insures the matters required by Buyer and by Summit National Bank, N.A. (as Administrative Agent for the construction loan syndicate).

Nothing contained in this letter shall be deemed to modify, amend, or supersede any provision of the PSA. In the event of any conflict between the terms of this letter and the terms of the PSA, the PSA shall control.

We appreciate your prompt attention to these matters and look forward to working with you and your client toward a timely resolution of the title objections identified herein. Please do not hesitate to contact me or my colleague Cynthia Ho at (202) 554-8127 if you have any questions or wish to discuss any of these objections.

Sincerely,

CALDERWOOD & HARKNESS LLP

By: ________

Grace Nakamura, Esq. Counsel 1900 K Street NW, Suite 800 Washington, DC 20006 Telephone: (202) 554-8119

Email: gnakamura@calderwoodharkness.com

cc: (via email)

Douglas Fairchild, Esq. — Calderwood & Harkness LLP (Responsible Partner)

Cynthia Ho, Esq. — Calderwood & Harkness LLP (Lead Associate)

Marcus Thorne — Chief Executive Officer, Ironhaven Data Centers LLC

Leonard Castellano — Executive Vice President, Development, Ironhaven Data Centers LLC

Fidelitas Title & Escrow, Inc. — 44121 Harry Byrd Highway, Suite 120, Ashburn, VA 20147 (Attention: Title Officer — Commitment No. STI-VA-2025-041587)

Theodore R. Ashford — Managing Member, Meridian Acres LLC (via counsel, Dunleavy & Marsh, PLLC)

Enclosures:

1. Copy of Title Commitment issued by Fidelitas Title & Escrow, Inc. (as agent for Sovereign Title Insurance Company), Commitment No. STI-VA-2025-041587, effective date April 10, 2025

2. Schedule of Specific Schedule B-II Exception Numbers Corresponding to Each Title Objection (to be completed upon finalization of this letter)

DC\1043-00002\TITLEOBJECTIONMERIDIAN_v3

PRIVILEGED & CONFIDENTIAL
CALDERWOOD & HARKNESS LLP 1900 K Street NW, Suite 800 Washington, DC 20006
Telephone: (202) 554-8100 Facsimile: (202) 554-8101
425 Lexington Avenue, New York, NY 10017 1900 K Street NW, Suite 800, Washington, DC 20006 One Embarcadero Center, Suite 2600, San Francisco, CA 94111
C&H Matter No.: 1043-00002
May 30, 2025
VIA EMAIL AND OVERNIGHT COURIER
Fiona Dunleavy, Esq. Dunleavy & Marsh, PLLC 118 North King Street Leesburg, VA 20176
Re: Purchase and Sale Agreement dated April 22, 2025 (the "PSA"), by and between Meridian Acres LLC ("Seller") and Ironhaven Data Centers LLC ("Buyer")
Property: Approximately 19.4 acres, Loudoun County, Virginia, Tax Map Reference No. /95-4A-2///, adjacent to the Stonebridge Parcel on the east, Ashburn, VA 20148 (the "Meridian Parcel" or the "Property")
Title Objection Letter pursuant to Section 5.2(a) of the PSA
Dear Ms. Dunleavy:
We write on behalf of our client, Ironhaven Data Centers LLC ("IHDC" or "Buyer"), in connection with the Purchase and Sale Agreement dated April 22, 2025 (the "PSA"), by and between Meridian Acres LLC ("Seller") and Buyer, for the acquisition of the Meridian Parcel, as more particularly described in the PSA. This letter constitutes Buyer's Title Objection Letter delivered pursuant to Section 5.2(a) of the PSA.
In connection with its due diligence investigation of the Property, Buyer has received and reviewed the title commitment issued by Fidelitas Title & Escrow, Inc. (acting as agent for Sovereign Title Insurance Company, the title underwriter), bearing Commitment No. STI-VA-2025-041587, with an effective date of April 10, 2025 (the "Title Commitment"). The Title Commitment commits Sovereign Title Insurance Company to issue an owner's title insurance policy in the amount of Nineteen Million Four Hundred Thousand and No/100 Dollars ($19,400,000.00), which amount corresponds to the purchase price set forth in Section 2.1 of the PSA.
Buyer has carefully reviewed the Title Commitment in its entirety, including the requirements set forth on Schedule B-I thereof (the "Requirements") and the exceptions from coverage set forth on Schedule B-II thereof (the "Exceptions"). The purpose of this letter is to identify those title objections that Seller must cure or cause to be removed, released, or otherwise resolved at or prior to the closing of the transaction contemplated by the PSA, which is currently targeted for September 15, 2025 (the "Closing" or the "Closing Date").
As you are aware, the due diligence period under the PSA commenced on April 22, 2025 and expires on July 7, 2025, which is seventy-five (75) days following execution of the PSA. This Title Objection Letter is being delivered well within the due diligence period. We respectfully request that Seller respond to the objections set forth herein within the timeframe specified in Section 5.2(b) of the PSA, which requires Seller's written response within fifteen (15) business days following receipt of this letter.
1. Standard/Permitted Exceptions (No Objection)
Before identifying its specific title objections, Buyer acknowledges that certain standard Schedule B-II exceptions appear in the Title Commitment to which Buyer does not object at this time, subject to the qualifications and reservations noted below. The following exceptions are deemed acceptable as permitted exceptions under Section 5.1 of the PSA:
(a) Real Property Taxes. Real estate taxes and assessments for the current tax year (tax year 2025) which are not yet due and payable as of the effective date of the Title Commitment. Buyer accepts this exception subject to the requirement that all real estate taxes, special assessments, and similar charges that are due and payable on or before the Closing Date shall be paid in full by Seller, and that all taxes and assessments for the current tax year shall be prorated between Seller and Buyer as of the Closing Date in accordance with Section 7.3 of the PSA. To the extent any delinquent real property taxes exist, such delinquency is addressed separately as a title objection in Section 2 below.
(b) Rights in Public Roadways. Rights of the public and of applicable governmental authorities (including, without limitation, the Virginia Department of Transportation, Loudoun County, and the Commonwealth of Virginia) in and to any public roadways, rights-of-way, and dedicated public roads abutting or crossing the Property, as shown on applicable recorded subdivision plats, road plans, and public road maps. Buyer does not object to this standard exception provided that such rights do not materially interfere with Buyer's access to the Property or with the planned development of the Meridian Parcel as part of the Stonebridge Data Center Campus.
(c) Zoning Ordinance Provisions. The provisions of the Loudoun County Revised 1993 Zoning Ordinance (as amended through the date hereof), including without limitation the classification of the Property under the PD-IP (Planned Development — Industrial Park) zoning district, and all applicable conditions, proffers, and restrictions arising thereunder. Buyer has independently reviewed the applicable zoning provisions and has confirmed through consultation with its land use counsel that the PD-IP zoning district permits data center development and ancillary utility infrastructure as a matter of right or by special exception, subject to compliance with applicable development standards and any proffered conditions. This acceptance is without prejudice to Buyer's right to raise objections under Section 2 below to any recorded proffers, conditions, or covenants that may impose additional restrictions beyond the zoning ordinance itself.
(d) Standard Utility Easements. Standard utility easements of record that serve the Property and that do not materially interfere with Buyer's intended use of the Property for data center campus development, including utility routing, substation easement areas, and building pad locations. Buyer notes that its determination as to whether any particular utility easement materially interferes with the intended use of the Property is subject to confirmation upon completion of the ALTA/NSPS survey being prepared by Lumen Ridge Engineering, PLLC, which has a target completion date of June 15, 2025. To the extent the survey reveals that a utility easement of record conflicts with planned improvements, Buyer reserves the right to supplement this letter with additional objections as provided in Section 3 below. Nothing in this paragraph shall be construed as acceptance of the specific utility easement identified in Objection 3 of Section 2 below.
(e) Survey Matters. The standard Schedule B-II exception for matters that would be disclosed by an accurate ALTA/NSPS survey of the Property. Buyer is in the process of obtaining an ALTA/NSPS survey for the Meridian Parcel prepared by Lumen Ridge Engineering, PLLC (project principal: Carlos Esteban, PE, PLS), with a target completion date of June 15, 2025. Buyer expressly reserves the right to supplement this Title Objection Letter with additional objections arising from survey results, including but not limited to encroachments, setback violations, easement location discrepancies, flood zone issues, and access matters, and Buyer's acceptance of this standard exception at this time shall not constitute a waiver of any survey-based objections that Buyer may raise within the due diligence period.
Buyer's acceptance of the foregoing standard exceptions is made subject to the reservations and qualifications stated herein and does not constitute a waiver of any rights under the PSA, including without limitation the right to raise additional objections based on the ALTA/NSPS survey, supplemental title searches, or other due diligence materials received during the due diligence period.
2. Title Objections
Buyer hereby objects to the following matters disclosed in the Title Commitment or otherwise identified in connection with Buyer's review of title to the Property. Each objection is presented below with a description of the matter, the basis for Buyer's objection, and the curative action requested. All instrument references correspond to recordings in the Office of the Clerk of the Circuit Court of Loudoun County, Virginia, unless otherwise indicated.
Objection 1: Outstanding Deed of Trust / Mortgage Lien
Description: The Title Commitment discloses at Schedule B-II, Exception No. 5, a Deed of Trust recorded on March 14, 2019, in the Office of the Clerk of the Circuit Court of Loudoun County, Virginia, as Instrument No. 20190314-0028735 (Book 9817, Page 1203), from Meridian Acres LLC, a Virginia limited liability company (Theodore R. Ashford, Managing Member), as Grantor, to James K. Whitford, Trustee, for the benefit of Piedmont Savings Bank, N.A., as Beneficiary, securing indebtedness in the original principal amount of Eight Million Two Hundred Fifty Thousand and No/100 Dollars ($8,250,000.00), together with all modifications, extensions, renewals, and supplements thereto, including without limitation that certain Modification Agreement recorded on June 22, 2021, as Instrument No. 20210622-0042118.
Objection: This Deed of Trust constitutes a monetary lien encumbering the fee simple title to the Property and must be released, reconveyed, and satisfied of record at or prior to the Closing. Buyer will not accept title to the Property subject to this encumbrance, and the Title Commitment itself identifies the release of this Deed of Trust as a Requirement on Schedule B-I. The continued existence of this lien at Closing would render Seller unable to deliver marketable and insurable fee simple title as required under Section 4.1 of the PSA.
Requested Curative Action: Seller shall obtain from Piedmont Savings Bank, N.A. a written payoff statement reflecting the outstanding balance of the indebtedness secured by the Deed of Trust as of the anticipated Closing Date, together with per diem interest accrual figures, and shall deliver a copy of such payoff statement to Buyer's counsel and to Fidelitas Title & Escrow, Inc. no later than ten (10) business days prior to the Closing Date. At Closing, Seller shall cause the indebtedness to be paid in full from the proceeds of the sale (or from other funds available to Seller), and shall cause Piedmont Savings Bank, N.A. (or its successor or assign) to deliver to Fidelitas Title & Escrow, Inc. a fully executed and recordable Certificate of Satisfaction, Deed of Release, or Reconveyance, in form and substance acceptable to the title underwriter, for recording in the land records of Loudoun County, Virginia. Seller shall bear all costs associated with the payoff, release, and recording of such instrument.
Objection 2: Judgment Lien
Description: The Title Commitment discloses at Schedule B-II, Exception No. 7, a Judgment Lien docketed on October 3, 2024, in the Circuit Court of Loudoun County, Virginia, Case No. CL-2024-04891, styled Dominion Materials Supply, Inc. v. Meridian Acres LLC and Theodore R. Ashford, in the amount of Seventy-Six Thousand Three Hundred Forty-Two and 17/100 Dollars ($76,342.17), plus post-judgment interest at the statutory rate. The judgment was docketed against both Meridian Acres LLC, as a judgment debtor entity, and Theodore R. Ashford, individually, and constitutes a lien against all real property owned by the judgment debtors in Loudoun County, Virginia, including the Property.
Objection: This Judgment Lien constitutes a cloud on the title to the Property and must be fully satisfied, released, and discharged of record at or prior to the Closing. The existence of an unsatisfied judgment lien against Seller (and its managing member individually) is inconsistent with the delivery of marketable and insurable fee simple title as required under the PSA and would constitute a title defect under Section 5.2 thereof. Moreover, the existence of this lien raises concerns regarding Seller's financial condition and its ability to consummate the transaction, which Buyer reserves the right to address separately under the PSA.
Requested Curative Action: Seller shall cause this Judgment Lien to be satisfied in full and shall obtain and record in the land records of Loudoun County, Virginia a Satisfaction of Judgment or Certificate of Release from the judgment creditor, Dominion Materials Supply, Inc. (or from the Clerk of the Circuit Court, as applicable), confirming that the judgment has been paid in full and that the lien has been released. Seller shall deliver evidence of such satisfaction and release to Buyer's counsel and to Fidelitas Title & Escrow, Inc. no later than five (5) business days prior to the Closing Date. All costs associated with the satisfaction and release of the Judgment Lien, including the principal amount, accrued interest, and any recording fees, shall be borne by Seller.
Objection 3: Existing Utility Easement Conflicting with Planned Substation Location
Description: The Title Commitment discloses at Schedule B-II, Exception No. 9, an easement granted by Meridian Farms, Inc. (predecessor in title to Seller) to Commonwealth Gas Transmission, LLC, by instrument dated September 8, 2003, recorded on September 15, 2003, in the Office of the Clerk of the Circuit Court of Loudoun County, Virginia, as Instrument No. 20030915-0094221 (Book 5643, Page 887), granting a perpetual, non-exclusive easement for the installation, operation, maintenance, repair, replacement, and removal of a natural gas transmission pipeline and related appurtenances across a portion of the Property, as more particularly described and depicted on Exhibit A attached to the recorded instrument. Based on Buyer's preliminary review of the recorded plat accompanying the easement instrument, the easement corridor traverses an area in the southwestern portion of the Property that overlaps with or is in close proximity to the location identified by Buyer and its engineering consultants for the planned dedicated 230kV/34.5kV electrical substation to be granted to Vantage Power Cooperative pursuant to a dedicated substation easement agreement currently under negotiation.
Objection: This easement, as currently configured and located on the Property, may interfere with Buyer's planned development of the Meridian Parcel, and specifically with the siting, construction, and operation of the dedicated electrical substation that Buyer intends to grant to Vantage Power Cooperative by easement in connection with the energization of the Stonebridge Data Center Campus. Buyer is actively coordinating with Vantage Power Cooperative under VPC Service Application No. LSA-2025-0091 regarding the substation siting and design requirements. The co-location of a natural gas transmission pipeline and a high-voltage electrical substation within the same area of the Property raises significant safety, engineering, regulatory, and operational concerns, including compliance with the minimum separation distances required under applicable NESC, OSHA, and pipeline safety regulations. Additionally, the gas transmission easement may restrict grading, excavation, and construction activities within and adjacent to the easement corridor in a manner that could materially impair Buyer's ability to construct the substation and associated utility infrastructure.
Requested Curative Action: Seller is requested to take one or more of the following actions to resolve this objection:
(i) Obtain from Commonwealth Gas Transmission, LLC a written relocation agreement pursuant to which the gas transmission pipeline and associated easement corridor would be relocated to an area of the Property that does not conflict with the planned substation location, with all costs of such relocation to be allocated as agreed between Seller and Commonwealth Gas Transmission, LLC (and not borne by Buyer);
(ii) In the alternative, obtain from Commonwealth Gas Transmission, LLC a written subordination, partial release, or modification of the easement that would permit the construction and operation of the electrical substation within or adjacent to the existing easement corridor, on terms and conditions acceptable to Buyer, Vantage Power Cooperative, and their respective engineers;
(iii) In the further alternative, obtain from Commonwealth Gas Transmission, LLC a complete release of the easement, if the gas transmission pipeline is no longer in active service or if Commonwealth Gas Transmission, LLC is willing to abandon the easement; or
(iv) Provide Buyer with competent engineering evidence, satisfactory to Buyer and to Vantage Power Cooperative, demonstrating that the existing gas transmission easement does not in fact conflict with the planned substation site and utility corridor and that the substation and related improvements can be constructed and operated in compliance with all applicable codes, regulations, and safety standards without interference from the existing easement.
Buyer requests that Seller initiate communications with Commonwealth Gas Transmission, LLC promptly upon receipt of this letter and provide Buyer with a status update within the fifteen (15) business day response period specified in Section 5.2(b) of the PSA. Buyer notes that this objection may also implicate survey-related matters that will be further evaluated upon receipt of the ALTA/NSPS survey from Lumen Ridge Engineering, PLLC.
Objection 4: Unrecorded Lease, License, or Right of Occupancy
Description: The Title Commitment contains, at Schedule B-II, Exception No. 11, a general exception for "rights of parties in possession other than the insured, including rights of tenants and holders of unrecorded leases, licenses, or occupancy agreements." Additionally, in the course of its preliminary due diligence inspections of the Property, Buyer has observed evidence of third-party activity on the Property, including apparent agricultural use of a portion of the eastern acreage and the presence of what appears to be a storage structure and gravel staging area along the northern boundary of the Property, the origins and authorization for which have not been confirmed.
Objection: Buyer objects to any unrecorded lease, license, right of occupancy, or possessory interest held by any third party in or to any portion of the Property. The existence of any such interest would be inconsistent with the delivery of vacant and unencumbered possession of the Property at Closing, as required under Section 4.2 of the PSA. Moreover, any third-party occupancy or use of the Property could give rise to claims of adverse possession, prescriptive easement, or other equitable interests that could cloud the title to the Property and impair Buyer's ability to develop the Meridian Parcel as part of the Stonebridge Data Center Campus.
Requested Curative Action: Seller shall deliver to Buyer, at or prior to Closing, a Seller's Affidavit of Title and Possession, in form and substance acceptable to Buyer, Fidelitas Title & Escrow, Inc., and Sovereign Title Insurance Company, confirming, among other things, that: (a) no third party has any lease, license, right of occupancy, or possessory interest in or to any portion of the Property; (b) Seller has not entered into any oral or written agreement granting any third party the right to use, occupy, or possess any portion of the Property; (c) to Seller's knowledge, no third party has asserted or is asserting any claim to any portion of the Property based on adverse possession, prescriptive use, or any other theory; and (d) Seller will deliver vacant possession of the Property to Buyer at Closing, free and clear of all occupants and possessory interests. The delivery of such affidavit shall be a condition to Closing, and Seller shall cause Fidelitas Title & Escrow, Inc. and Sovereign Title Insurance Company to remove this general exception from the final owner's title insurance policy issued at Closing.
In addition, to the extent that any agricultural tenant, licensee, or other third party is currently using or occupying any portion of the Property, Seller shall take all steps necessary to terminate any such use or occupancy and to remove all third-party personal property, equipment, structures, and improvements from the Property prior to Closing.
Objection 5: Boundary Discrepancy / Gap or Overlap with Adjoining Stonebridge Parcel
Description: Based on Buyer's preliminary review of the recorded deed descriptions and available tax maps for the Meridian Parcel (Tax Map Ref. /95-4A-2///) and the adjacent Stonebridge Parcel (Tax Map Ref. /95-4A-1///, currently owned by Blackthorn Realty Group, Inc.), there appears to be a potential discrepancy, ambiguity, or inconsistency in the description of the common boundary between the two parcels along their shared eastern-western boundary line. Specifically, the metes and bounds description contained in the deed by which Seller acquired the Meridian Parcel (Instrument No. 20170609-0051244, recorded June 9, 2017) references a call to an iron pin "found" at the northeastern corner of the Meridian Parcel, while the corresponding deed for the Stonebridge Parcel references a call to a concrete monument at what appears to be the same corner point but at coordinates that may differ by several feet. This potential discrepancy has not yet been confirmed or resolved by field survey.
Objection: IHDC is acquiring both the Meridian Parcel and the Stonebridge Parcel and intends to operate them as a unified data center campus known as the Stonebridge Data Center Campus, comprising a total of approximately 81.4 acres. Any gap, overlap, or ambiguity in the common boundary between these two parcels would be of material concern to Buyer, as it could result in: (a) a strip or gore of land between the two parcels that is not owned by either party; (b) an overlap that could give rise to competing title claims; (c) encroachments of improvements from one parcel onto the other; or (d) impediments to the assembly of a single, contiguous campus for site plan, subdivision, or land use approval purposes. Additionally, Buyer is coordinating a cross-access and utility easement agreement between the Meridian Parcel and the Stonebridge Parcel, and any boundary discrepancy could complicate the preparation and recording of such agreement.
Requested Curative Action: Seller shall cooperate fully with the ALTA/NSPS survey being prepared by Lumen Ridge Engineering, PLLC, including by providing access to the Property for survey crews, making available to the surveyor all deed descriptions, prior surveys, plats, and boundary-related documents in Seller's possession or control, and participating in any boundary conferences or walk-throughs as may be reasonably requested by the surveyor. If the ALTA/NSPS survey identifies a gap, overlap, or other discrepancy in the common boundary between the Meridian Parcel and the Stonebridge Parcel, Seller shall execute and deliver at or prior to Closing such corrective instruments as may be necessary to resolve the discrepancy, including without limitation a boundary line adjustment deed, a quitclaim deed, a corrective deed, or a lot line vacation instrument, in form and substance acceptable to Buyer, Buyer's counsel, Fidelitas Title & Escrow, Inc., and Sovereign Title Insurance Company. Buyer notes that it is separately coordinating with Blackthorn Realty Group, Inc. and its counsel regarding any reciprocal corrective instruments that may be required with respect to the Stonebridge Parcel.
Objection 6: Restrictive Covenants or Deed Restrictions
Description: The Title Commitment discloses at Schedule B-II, Exception No. 13, certain restrictive covenants and deed restrictions imposed by Declaration of Covenants, Conditions, and Restrictions recorded on July 22, 1998, in the Office of the Clerk of the Circuit Court of Loudoun County, Virginia, as Instrument No. 19980722-0061445 (Book 3291, Page 504), as amended by First Amendment to Declaration recorded on February 11, 2005, as Instrument No. 20050211-0012887 (the "Declaration"), originally executed by Ashford Farm Holdings, L.P., as the declarant. The Declaration imposes various use restrictions, architectural review requirements, and development limitations on the Property and on other parcels within the original Ashford Farm subdivision area.
Objection: Buyer objects to any provision of the Declaration (or any amendment thereto) that would prohibit or materially impair the development and operation of a data center campus on the Property, including without limitation any restrictions on: (a) the construction, installation, and operation of data center buildings and associated improvements, including chiller plants, cooling towers, and mechanical equipment; (b) the construction, installation, and operation of electrical utility infrastructure, including the dedicated 230kV/34.5kV substation, switchgear, transformers, and high-voltage transmission and distribution lines; (c) the installation and operation of backup diesel generators and associated fuel storage facilities; (d) the height, bulk, setback, lot coverage, or floor area ratio of buildings and structures; (e) the hours of operation or noise levels associated with data center operations; (f) the types of permitted uses on the Property, to the extent that data center or technology infrastructure uses are not expressly permitted; and (g) the imposition of architectural review or design approval requirements that would be administered by a third-party architectural review board or similar body with discretionary authority over Buyer's development plans.
Buyer has conducted a preliminary review of the Declaration and has identified several provisions that may be inconsistent with or restrictive of data center campus development, including Article IV, Section 4.3 (limitation on "industrial uses" to "light manufacturing and warehousing"), Article V, Section 5.1 (maximum building height of forty-five (45) feet), and Article VII (architectural review by the Ashford Farm Design Review Committee). Buyer acknowledges that it has not yet completed its full analysis of the Declaration and reserves the right to identify additional objectionable provisions.
Requested Curative Action: Seller shall provide Buyer with complete and legible copies of the Declaration, all amendments thereto, and any related documents (including any bylaws, rules, or guidelines of the Ashford Farm Design Review Committee, if any). To the extent that any provisions of the Declaration prohibit or materially impair data center campus development as described above, Seller shall obtain and record, at or prior to Closing, either: (a) a release, termination, or extinguishment of the Declaration (or of the objectionable provisions thereof) executed by all parties having the authority to release or terminate the Declaration, including any declarant, successor declarant, or owners' association; or (b) a modification or amendment of the Declaration, executed by all required parties, that expressly permits data center campus development and exempts the Meridian Parcel from any restrictions that would impair such development, in form and substance acceptable to Buyer and Buyer's counsel. Seller shall deliver evidence of such release, termination, or modification to Buyer's counsel and to Fidelitas Title & Escrow, Inc. for removal of this exception from the final owner's title insurance policy.
Objection 7: Mechanic's Liens or Materialman's Liens
Description: Buyer is aware, based on its inspections of the Property and review of publicly available records, that certain site work, grading, clearing, and other improvement activities appear to have been performed on the Property within the statutory lien period applicable to mechanic's liens and materialman's liens under Virginia Code § 43-1 et seq. Specifically, Buyer has observed evidence of recent grading and earth-moving work in the central and southwestern portions of the Property, and the presence of construction debris and equipment staging areas near the northern boundary of the Property. The Title Commitment does not specifically identify any filed mechanic's liens, but the standard mechanic's lien exception at Schedule B-II, Exception No. 15, excepts from coverage any mechanic's or materialman's liens, or claims thereof, whether or not filed of record.
Objection: Buyer objects to any outstanding mechanic's liens, materialman's liens, or claims thereof arising from labor performed or materials furnished in connection with any improvements to the Property prior to Closing. Under Virginia law, a mechanic's lien may relate back to the date of commencement of the work, and a lien claimant has up to ninety (90) days after the last day of the month in which the work was completed or materials were last furnished to record a memorandum of mechanic's lien. Accordingly, the absence of a recorded lien as of the effective date of the Title Commitment does not preclude the subsequent filing of such a lien. Any such lien would constitute a cloud on the title to the Property and would be inconsistent with the delivery of marketable and insurable fee simple title at Closing.
Requested Curative Action: Seller shall provide Buyer with: (a) a complete list of all contractors, subcontractors, material suppliers, and other persons or entities who have performed labor on or furnished materials to the Property within one hundred twenty (120) days prior to the Closing Date; (b) unconditional final lien waivers and releases, in statutory form under Virginia Code § 43-3, from each such contractor, subcontractor, and material supplier, confirming that all amounts owed for labor and materials have been paid in full and that no mechanic's or materialman's lien will be filed; and (c) a Seller's Affidavit, in form and substance acceptable to Fidelitas Title & Escrow, Inc. and Sovereign Title Insurance Company, confirming that all contractors and material suppliers have been paid in full and that no lien claims are outstanding or threatened. Seller shall cause Fidelitas Title & Escrow, Inc. and Sovereign Title Insurance Company to delete the standard mechanic's lien exception from the final owner's title insurance policy, or to modify it to except only liens arising from work performed by or on behalf of Buyer after Closing.
3. Survey Reservation
As noted in Section 1 above, the ALTA/NSPS Land Title Survey for the Meridian Parcel is currently being prepared by Lumen Ridge Engineering, PLLC, under the supervision of Carlos Esteban, PE, PLS (Virginia Professional Engineer License No. 044891; Virginia Professional Land Surveyor License No. 3782). The survey is being prepared in accordance with the 2021 Minimum Standard Detail Requirements for ALTA/NSPS Land Title Surveys, jointly established by the American Land Title Association and the National Society of Professional Surveyors, and will include the optional Table A items specified by Buyer and its counsel. The target completion date for the survey is June 15, 2025.
Buyer expressly reserves the right to supplement this Title Objection Letter with additional objections arising from the results of the ALTA/NSPS survey, including but not limited to objections based on the following matters that may be disclosed or identified by the survey:
(a) Encroachments of improvements or structures from or onto the Property, including encroachments across boundary lines, easement lines, setback lines, or building restriction lines;
(b) Violations of applicable setback, height, lot coverage, or other dimensional requirements under the Loudoun County Zoning Ordinance or any applicable proffers, conditions, or site plan approvals;
(c) Discrepancies between the location of easements as described in the recorded instruments and their location as shown on the ground, including the location of the Commonwealth Gas Transmission, LLC easement discussed in Objection 3 above;
(d) The location of the Property within any Special Flood Hazard Area, floodway, or flood fringe as delineated on the current Flood Insurance Rate Map (FIRM) published by the Federal Emergency Management Agency (FEMA), including Community Panel No. 51107C0285F and any letter of map amendment (LOMA) or letter of map revision (LOMR) affecting the Property;
(e) Access issues, including confirmation that the Property has legal and physical access to a public right-of-way of sufficient width and capacity to support data center campus operations;
(f) Any discrepancy between the area of the Property as described in the recorded deed (approximately 19.4 acres) and the area as calculated from the survey;
(g) The boundary discrepancy matters discussed in Objection 5 above, to the extent confirmed or further delineated by the survey; and
(h) Any other matters that would be disclosed by an accurate survey that constitute title defects or objectionable encumbrances under the PSA.
Any supplemental title objections arising from the ALTA/NSPS survey will be delivered in writing to Seller's counsel within the due diligence period, which expires on July 7, 2025. Seller's obligation to cure such supplemental objections shall be governed by the same provisions of the PSA applicable to the objections set forth in this letter.
4. Environmental Note
In connection with its due diligence investigation of the Property, Buyer has engaged Pendleton Environmental Associates, Inc. (lead environmental scientist: Dr. Renata Volkov, PhD, CPG) to prepare a Phase I Environmental Site Assessment ("Phase I ESA") for the Meridian Parcel in accordance with ASTM Standard E1527-21 and the EPA All Appropriate Inquiries Rule (40 C.F.R. Part 312). The Phase I ESA has a target completion date of June 1, 2025, and Buyer anticipates receiving the final report shortly thereafter.
While environmental conditions are not strictly title matters, Buyer notes that the identification of recognized environmental conditions ("RECs"), controlled recognized environmental conditions ("CRECs"), or historical recognized environmental conditions ("HRECs") could give rise to environmental liens, encumbrances, or use restrictions under applicable federal, state, and local environmental laws, including without limitation the Comprehensive Environmental Response, Compensation, and Liability Act ("CERCLA"), 42 U.S.C. § 9601 et seq., and the Virginia Voluntary Remediation Program, Va. Code § 10.1-1232 et seq. Such environmental liens or encumbrances could constitute title defects that would be reflected as exceptions on the final owner's title insurance policy and could materially impair Buyer's ability to develop and operate the Property as a data center campus.
Accordingly, Buyer reserves the right to raise additional title-related objections or to require environmental indemnification, remediation assurances, or other protective measures if the Phase I ESA (or any subsequent Phase II investigation) identifies RECs, CRECs, HRECs, or other environmental conditions that could give rise to environmental liens, encumbrances, or use restrictions affecting the Property. Any such objections or requirements will be communicated to Seller's counsel separately and within the due diligence period, to the extent practicable.
Nothing in this Section 4 shall limit or waive any of Buyer's rights under Section 8.4 of the PSA (Environmental Representations and Warranties) or under the environmental indemnification provisions of the PSA.
5. Requirements for Closing / Summary of Requested Curative Actions
For ease of reference, the following is a summary of all curative actions requested in connection with the title objections set forth in Section 2 above. Each curative action must be completed at or prior to the Closing, currently targeted for September 15, 2025, with evidence of cure delivered to Buyer's counsel (Calderwood & Harkness LLP) and to Fidelitas Title & Escrow, Inc. (as title company and escrow agent) in sufficient time to permit the removal of the corresponding Schedule B-II exceptions from the final owner's title insurance policy:
1. Deed of Trust / Mortgage Lien (Objection 1): Seller shall obtain a payoff statement from Piedmont Savings Bank, N.A. and shall pay off the indebtedness secured by the Deed of Trust (Instrument No. 20190314-0028735) in full at or prior to Closing, and shall cause the delivery and recording of a recordable Certificate of Satisfaction or Deed of Release in the land records of Loudoun County, Virginia.
2. Judgment Lien (Objection 2): Seller shall satisfy the Judgment Lien (Case No. CL-2024-04891, Dominion Materials Supply, Inc. v. Meridian Acres LLC and Theodore R. Ashford) in full and shall obtain and record a Satisfaction of Judgment or Certificate of Release in the land records of Loudoun County, Virginia.
3. Conflicting Utility Easement (Objection 3): Seller shall obtain a relocation, subordination, partial release, or complete release of the Commonwealth Gas Transmission, LLC easement (Instrument No. 20030915-0094221), or shall provide competent engineering evidence satisfactory to Buyer and Vantage Power Cooperative demonstrating that the existing easement does not conflict with the planned 230kV/34.5kV substation site and utility corridor. Buyer is coordinating with Vantage Power Cooperative under VPC Service Application No. LSA-2025-0091 regarding substation siting, and any resolution of this objection must be acceptable to Vantage Power Cooperative.
4. Third-Party Possessory Interests (Objection 4): Seller shall deliver a Seller's Affidavit of Title and Possession confirming that no third party has any lease, license, right of occupancy, or possessory interest in or to the Property, and shall cause the removal of the general exception for rights of parties in possession from the final owner's title insurance policy. Seller shall terminate any existing third-party use or occupancy and deliver vacant possession of the Property at Closing.
5. Boundary Discrepancy (Objection 5): Seller shall cooperate with the ALTA/NSPS survey being prepared by Lumen Ridge Engineering, PLLC and, if a gap, overlap, or other boundary discrepancy is identified at the common boundary with the Stonebridge Parcel (Tax Map Ref. /95-4A-1///), shall execute and deliver such corrective instruments (boundary line adjustment deeds, quitclaim deeds, corrective deeds, or lot line vacation instruments) as may be necessary to establish a clear and unambiguous boundary between the two parcels.
6. Restrictive Covenants (Objection 6): Seller shall obtain and record a release, termination, or modification of the Declaration of Covenants, Conditions, and Restrictions (Instrument No. 19980722-0061445, as amended), to the extent that any provisions thereof prohibit or materially impair data center campus development on the Property, including utility infrastructure, substation, and generator installations.
7. Mechanic's / Materialman's Liens (Objection 7): Seller shall provide unconditional final lien waivers and releases from all contractors, subcontractors, and material suppliers who have performed labor on or furnished materials to the Property within one hundred twenty (120) days prior to the Closing Date, and shall deliver a Seller's Affidavit confirming that all such parties have been paid in full and that no lien claims are outstanding or threatened.
All curative actions must be completed and evidence of cure must be delivered in sufficient time to permit Fidelitas Title & Escrow, Inc. and Sovereign Title Insurance Company to issue the final owner's title insurance policy in favor of Buyer, in the amount of $19,400,000.00, free and clear of all objectionable Schedule B-II exceptions.
Additionally, Buyer notes that Summit National Bank, N.A., as Administrative Agent for the lending syndicate providing the $390,000,000 construction loan facility for the Stonebridge Data Center Campus, will require the issuance of a lender's title insurance policy by Sovereign Title Insurance Company in the amount of $390,000,000.00 (the "Lender's Policy"). All title objections identified in this letter must also be resolved to the satisfaction of lender's counsel, Redmond & Calloway LLP (attention: Victor Redmond, Esq.), and the final Lender's Policy must be free of all objectionable exceptions. Buyer anticipates that lender's counsel may deliver a separate title requirements letter to Seller's counsel identifying any additional requirements specific to the Lender's Policy, and Seller's cooperation with such requirements will be essential to the timely closing of the transaction.
6. Deadline for Response
Pursuant to Section 5.2(b) of the PSA, Seller is required to respond in writing to this Title Objection Letter within fifteen (15) business days following Seller's receipt hereof. Seller's response should indicate, with respect to each objection identified in Section 2 above, whether Seller (a) agrees to cure the objection and deliver evidence of cure at or prior to Closing, (b) has already cured or is in the process of curing the objection and will provide evidence thereof, or (c) is unable or unwilling to cure the objection, together with an explanation of the basis for such position.
Buyer respectfully reminds Seller that the due diligence period under the PSA expires on July 7, 2025. Seller's timely response to this Title Objection Letter is essential to allow Buyer to evaluate the status of title to the Property and to determine whether to proceed to Closing or to exercise any of its remedies under the PSA.
Buyer further notes that the failure to cure the title objections identified herein within the timeframe required by the PSA may constitute a failure of a condition to Closing under Section 6.1 of the PSA and may give rise to Buyer's right to terminate the PSA and receive a full refund of the earnest money deposit in the amount of Nine Hundred Seventy Thousand and No/100 Dollars ($970,000.00), which is currently held by Fidelitas Title & Escrow, Inc. in its capacity as escrow agent under the PSA. Nothing in this paragraph shall be construed as a limitation on any other rights or remedies available to Buyer under the PSA or at law or in equity.
7. Reservation of Rights
Buyer expressly reserves all rights and remedies available to it under the PSA and under applicable law, including without limitation the right to: (a) terminate the PSA and receive a return of the earnest money deposit in the event that Seller fails to cure the title objections identified herein within the required timeframe; (b) waive any or all title objections at Buyer's sole discretion; (c) extend the due diligence period or the Closing Date, if and to the extent permitted by the PSA; (d) supplement this Title Objection Letter with additional title or survey objections within the due diligence period; and (e) pursue any and all remedies available at law or in equity, including specific performance and damages, in the event of Seller's default under the PSA.
This Title Objection Letter does not constitute a waiver of any title objection, whether or not specifically identified herein. Buyer's decision not to object to a particular Schedule B-II exception at this time shall not be construed as an acceptance or approval of such exception, except to the extent expressly stated in Section 1 above with respect to the identified permitted exceptions. Buyer's approval of title to the Property is expressly conditioned upon the satisfactory resolution of all identified objections and the receipt of a final owner's title insurance policy from Sovereign Title Insurance Company, through Fidelitas Title & Escrow, Inc., that is free and clear of all objectionable exceptions and that affirmatively insures the matters required by Buyer and by Summit National Bank, N.A. (as Administrative Agent for the construction loan syndicate).
Nothing contained in this letter shall be deemed to modify, amend, or supersede any provision of the PSA. In the event of any conflict between the terms of this letter and the terms of the PSA, the PSA shall control.
We appreciate your prompt attention to these matters and look forward to working with you and your client toward a timely resolution of the title objections identified herein. Please do not hesitate to contact me or my colleague Cynthia Ho at (202) 554-8127 if you have any questions or wish to discuss any of these objections.
Sincerely,
CALDERWOOD & HARKNESS LLP
By: ________
Grace Nakamura, Esq. Counsel 1900 K Street NW, Suite 800 Washington, DC 20006 Telephone: (202) 554-8119
Email: gnakamura@calderwoodharkness.com
cc: (via email)
Douglas Fairchild, Esq. — Calderwood & Harkness LLP (Responsible Partner)
Cynthia Ho, Esq. — Calderwood & Harkness LLP (Lead Associate)
Marcus Thorne — Chief Executive Officer, Ironhaven Data Centers LLC
Leonard Castellano — Executive Vice President, Development, Ironhaven Data Centers LLC
Fidelitas Title & Escrow, Inc. — 44121 Harry Byrd Highway, Suite 120, Ashburn, VA 20147 (Attention: Title Officer — Commitment No. STI-VA-2025-041587)
Theodore R. Ashford — Managing Member, Meridian Acres LLC (via counsel, Dunleavy & Marsh, PLLC)
Enclosures:
1.  Copy of Title Commitment issued by Fidelitas Title & Escrow, Inc. (as agent for Sovereign Title Insurance Company), Commitment No. STI-VA-2025-041587, effective date April 10, 2025
2.  Schedule of Specific Schedule B-II Exception Numbers Corresponding to Each Title Objection (to be completed upon finalization of this letter)
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