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

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

73 / 83 ← → ✕

Contract analysis Extract to table

CALDERWOOD & HARKNESS LLP Attorneys at Law

1900 K Street NW, Suite 800 Washington, DC 20006

Telephone: (202) 555-4100 Facsimile: (202) 555-4101 www.calderwoodharkness.com

April 25, 2025

VIA ELECTRONIC MAIL AND FIRST-CLASS MAIL

Harrison Poole, Esq. Whitfield, Poole & Stratton LLP 305 Harrison Street SE, Suite 200 Leesburg, VA 20175

Re: Title Objections — Stonebridge Parcel (Approximately 62.0 Acres) Loudoun County Tax Map Ref. /95-4A-1/// NE Corner of Belmont Ridge Road and Stonebridge Boulevard Ashburn, Virginia 20148

Purchase and Sale Agreement dated April 15, 2025, between Blackthorn Realty Group, Inc. ("Seller") and Ironhaven Data Centers LLC ("Buyer")

Purchase Price: $58,500,000

Calderwood & Harkness Matter No. 1043-00002

Dear Mr. Poole:

I. Introduction and Purpose

This firm represents Ironhaven Data Centers LLC ("IHDC" or "Buyer") in connection with that certain Purchase and Sale Agreement dated April 15, 2025 (the "PSA"), by and between Blackthorn Realty Group, Inc., a Virginia corporation ("Blackthorn" or "Seller"), and IHDC, a Delaware limited liability company, for the purchase of the approximately 62.0-acre parcel of real property located at the northeast corner of Belmont Ridge Road and Stonebridge Boulevard, Ashburn, Loudoun County, Virginia 20148 (Loudoun County Tax Map Reference Number /95-4A-1///) (the "Stonebridge Parcel" or the "Property"), for a purchase price of Fifty-Eight Million Five Hundred Thousand and No/100 Dollars ($58,500,000.00).

This letter is delivered pursuant to Article VII, Section 7.2 of the PSA, which provides that Buyer shall deliver written notice to Seller of any objections to the state of title to the Property within thirty (30) days of Buyer's receipt of the title commitment described below. Buyer is currently within its ninety (90) day due diligence period under the PSA, which commenced on April 15, 2025 and is scheduled to expire on July 14, 2025. Accordingly, this letter is timely delivered, and Buyer hereby sets forth the title objections described in detail herein.

Buyer has received and reviewed the title commitment issued by Fidelitas Title & Escrow, Inc. (the "Title Company"), located at 44121 Harry Byrd Highway, Suite 120, Ashburn, Virginia 20147, underwritten by Sovereign Title Insurance Company (the "Title Underwriter"), with an effective date of April 3, 2025 (the "Title Commitment"). The Title Commitment proposes an owner's title insurance policy in the amount of $58,500,000.00, naming Ironhaven Data Centers LLC (or its permitted assignee) as the proposed insured. A copy of the Title Commitment is enclosed with this letter for reference.

Upon thorough review of the Title Commitment, including the Schedule B-II exceptions set forth therein, Buyer hereby identifies the following title objections requiring curative action by Seller prior to the closing, which is currently targeted for September 15, 2025. Buyer respectfully requests that Seller and its counsel undertake prompt curative action with respect to each of the objections described below in order to ensure timely delivery of marketable and insurable fee simple title to the Property, free and clear of all liens, encumbrances, and other title defects inconsistent with the requirements of the PSA.

II. Title Commitment Summary

For purposes of clarity and reference, the principal terms of the Title Commitment are summarized as follows:

We note for the record that, in addition to the owner's title insurance policy referenced above, a lender's title insurance policy in the amount of Three Hundred Ninety Million and No/100 Dollars ($390,000,000.00) will be required by the construction lender, Summit National Bank, N.A., as Administrative Agent (the "Construction Lender"), in connection with the construction financing for the Stonebridge Data Center Campus project. Counsel for the Construction Lender, Victor Redmond of Redmond & Calloway LLP, may raise additional title requirements and endorsement requests in a separate communication. This letter, however, addresses Buyer's objections to the Schedule B-II exceptions as they pertain to the owner's title insurance policy and Buyer's acquisition of the Property.

III. Schedule B-II Exceptions — Specific Title Objections

Buyer has reviewed each of the exceptions listed on Schedule B-II of the Title Commitment and hereby sets forth the following specific objections and curative requests. The objections are numbered below for convenience of reference, and Buyer requests that Seller respond to each objection individually.

Objection 1: Outstanding Deed of Trust / Mortgage Lien(s)

Schedule B-II of the Title Commitment identifies one or more existing deeds of trust, mortgages, or other security instruments encumbering the Stonebridge Parcel, including but not limited to the deed of trust recorded in the Loudoun County land records in favor of the existing lender(s) of Blackthorn Realty Group, Inc. Buyer understands that these instruments were recorded in connection with Seller's acquisition financing and/or subsequent refinancing of the Property.

Buyer objects to each and every deed of trust, mortgage, security deed, assignment of rents and leases, UCC financing statement, and any other instrument constituting a monetary lien or security interest encumbering the Property as shown on Schedule B-II. Such liens are inconsistent with the PSA's requirement that Seller deliver marketable and insurable fee simple title to the Property at closing, free and clear of all monetary liens and encumbrances.

Buyer hereby requests that Seller cause the full release, satisfaction, and discharge of all deeds of trust, mortgages, and related security instruments encumbering the Property at or prior to closing, with appropriate satisfaction or release instruments duly executed, acknowledged, and recorded in the land records of Loudoun County, Virginia. To facilitate a timely closing, Buyer further requests that Seller obtain and deliver to Fidelitas Title & Escrow, Inc. written payoff letters from all applicable lender(s) no later than ten (10) business days prior to the targeted closing date of September 15, 2025. Such payoff letters should include per diem interest figures and wire instructions, and should be in form and substance acceptable to the Title Company and the Title Underwriter.

Objection 2: Real Property Tax Liens / Delinquencies

Schedule B-II of the Title Commitment reflects exceptions for real property taxes, assessments, and charges that are a lien upon the Property, including taxes that may be delinquent, currently due, or not yet due and payable. Buyer objects to any delinquent or past-due real property taxes, special assessments, or other governmental charges affecting the Property as of the effective date of the Title Commitment.

Buyer requests that Seller pay in full all real property taxes, special assessments, and governmental charges assessed against the Property (Loudoun County Tax Map Ref. /95-4A-1///) that are due and payable through the date of closing, including any penalties or interest accrued on delinquent amounts. Real property taxes for the current tax year shall be prorated as of the closing date in accordance with the proration provisions of Section 9.4 of the PSA. Seller shall provide evidence of payment in the form of receipts or a tax certificate from the Loudoun County Treasurer's Office confirming that no delinquent taxes or assessments remain outstanding against the Property.

To the extent that any special assessments have been levied against the Property by Loudoun County, the Commonwealth of Virginia, or any special taxing district, community development authority, or similar governmental body, Buyer requests that Seller disclose the nature, amount, and payment status of all such assessments and confirm whether any installments thereof remain unpaid.

Objection 3: Utility Easements Affecting Buildable Area

Schedule B-II of the Title Commitment identifies various utility easements burdening the Property, including but not limited to easements for overhead and underground electric transmission and distribution lines, water and sewer lines, telecommunications conduit, natural gas pipelines, and related appurtenances. Buyer understands that certain of these easements were granted in connection with prior agricultural use, residential subdivision planning, or public infrastructure development in the Ashburn area.

Buyer objects to any utility easement that materially encroaches upon, restricts, or otherwise interferes with the buildable area of the Property as contemplated by Buyer's planned development — the Stonebridge Data Center Campus, which is designed to include four (4) data center buildings, a central utility plant, and structured parking, totaling approximately 480,000 square feet of gross floor area across 96 megawatts (MW) of critical IT load capacity. Given the scale and density of the planned development, as well as the stringent setback, clearance, and foundation requirements associated with mission-critical data center facilities, the location, width, and permitted uses of each utility easement are of material concern to Buyer.

Buyer hereby requests the following:

(a) That Seller provide complete, legible copies of all recorded easement agreements referenced as Schedule B-II exceptions, together with any amendments, supplements, or modifications thereto, within ten (10) business days of the date of this letter.

(b) That Seller provide written confirmation, based on Seller's knowledge and records, that no utility easement currently encumbering the Property materially interferes with the planned development footprint for the Stonebridge Data Center Campus, including the building pad locations, the central utility plant site, structured parking areas, stormwater management facilities, and perimeter access drives as depicted on the preliminary site plan prepared by Buyer's civil engineer.

(c) To the extent that any utility easement is determined to materially encumber a planned building pad location or critical infrastructure area, that Seller negotiate in good faith with the applicable easement holder for the relocation, narrowing, or vacation of such easement prior to closing. Seller shall bear all costs associated with any such relocation or vacation, including legal fees, recording costs, and engineering expenses.

(d) That Seller confirm whether any of the identified utility easements are held by Northgate Partners LLC, Loudoun Water, Ashgrove & Co., or any other quasi-public or governmental entity whose consent may be required for relocation or abandonment.

Buyer reserves the right to raise additional objections with respect to utility easements upon completion and review of the ALTA/NSPS land title survey referenced in Objection 6 below, which may reveal the precise location of easement corridors relative to the planned building footprints.

Objection 4: Access Easements / Road Dedication Issues

Schedule B-II of the Title Commitment identifies certain exceptions relating to access easements, private road maintenance agreements, and/or public road dedications affecting the Property, particularly at or near the intersection of Belmont Ridge Road (Virginia Route 659) and Stonebridge Boulevard.

Buyer objects to any exception that creates ambiguity regarding the Property's legal, physical, and insurable access to a public right-of-way. Adequate vehicular and emergency access is critical to the planned data center development and is a condition of Buyer's zoning modification application (ZMOD-2025-0038) as well as a requirement of the Construction Lender and the lender's title insurance policy.

Buyer hereby requests the following:

(a) That Seller confirm in writing that the Property has legal, physical, and insurable access from one or more dedicated public rights-of-way, specifically including Belmont Ridge Road and/or Stonebridge Boulevard, and that such access is not dependent upon any private easement or license that is revocable or subject to termination.

(b) That Seller provide copies of all private road maintenance agreements, shared access agreements, reciprocal easement agreements, or similar instruments affecting access to or from the Property.

(c) That Seller confirm the current status of any pending or anticipated road dedication, road widening, or public improvement project by the Virginia Department of Transportation ("VDOT") or Loudoun County that may affect the Property's frontage on Belmont Ridge Road or Stonebridge Boulevard, including any required right-of-way dedications, construction easements, or temporary access restrictions.

(d) That the Title Company confirm its willingness to issue an ALTA 17-06 (Access and Entry) endorsement in connection with the owner's title insurance policy, insuring that the Property abuts and has direct, legal, and physical access to Belmont Ridge Road and Stonebridge Boulevard as public rights-of-way.

Objection 5: Restrictive Covenants / Declarations

Schedule B-II of the Title Commitment identifies one or more recorded restrictive covenants, declarations, conditions, or deed restrictions encumbering the Property. Buyer understands that certain of these instruments may have been recorded in connection with prior ownership of the Property by the Whitaker family and/or in connection with prior residential or mixed-use development planning for the parcel and adjacent lands.

Buyer objects to any restrictive covenant, declaration, or condition that:

(a) Restricts or prohibits data center use on the Property, including the construction, operation, and maintenance of data center buildings, central utility plants, emergency generators, cooling systems, and related infrastructure;

(b) Imposes use limitations, density restrictions, height limitations, setback requirements, architectural standards, or noise restrictions that are inconsistent with the planned PD-IP (Planned Development — Industrial Park) zoning modification for data center use, as will be applied for under ZMOD-2025-0038 with the Loudoun County Department of Planning and Zoning (filing target: May 30, 2025);

(c) Grants any third party approval, consent, or veto rights over the development, use, or modification of the Property; or

(d) Otherwise creates a cloud on title or impairs the marketability or insurability of the Property for its intended data center use.

Buyer hereby requests that Seller cause the release, amendment, modification, or termination of any such restrictive covenants, declarations, or conditions prior to closing. In the alternative, if Seller contends that any such covenant or restriction has expired by its own terms, lapsed due to non-enforcement, been superseded by subsequent zoning action, or is otherwise unenforceable, Seller shall provide Buyer with a written legal opinion or other evidence supporting such contention, in form and substance reasonably satisfactory to Buyer and the Title Company. Buyer further requests that the Title Company confirm its willingness to issue the owner's title insurance policy without exception for any such expired, lapsed, or unenforceable covenant.

Objection 6: Boundary Line / Survey Discrepancies

Buyer has engaged Lumen Ridge Engineering, PLLC (Carlos Esteban, PE, PLS), to prepare a comprehensive ALTA/NSPS land title survey of the Property in accordance with the 2021 Minimum Standard Detail Requirements for ALTA/NSPS Land Title Surveys, including Table A optional items 1 through 6(b), 7(a), 7(b)(1), 8, 9, 10, 11(a), 11(b), 13, 14, 16, 17, 18, 19, and 20. The survey is targeted for completion by June 15, 2025.

Buyer hereby expressly reserves the right to raise additional and supplemental title objections upon completion and review of the ALTA/NSPS survey. Any encroachments, boundary line discrepancies, gaps, gores, overlaps, protrusions, shortages in area, conflicts between the metes and bounds description in the Title Commitment and the survey plat, or other survey-related matters identified by the survey that are not reflected on the Title Commitment will be treated as supplemental title objections under the PSA and will be delivered to Seller promptly upon identification.

In the event that the survey reveals boundary line discrepancies or conflicts with adjacent parcels, Buyer requests that Seller cooperate in good faith to resolve such discrepancies, including but not limited to the execution of boundary line adjustment agreements, quitclaim deeds, or similar corrective instruments with adjacent property owners. Buyer specifically notes that the Property shares a common boundary with the parcel owned by Meridian Acres LLC (Loudoun County Tax Map Ref. /95-4A-2///) (the "Meridian Parcel"), and any boundary discrepancy along this shared line will require the cooperation of both Seller and the owner of the Meridian Parcel. Seller shall use commercially reasonable efforts to facilitate such cooperation, including contacting the owner of the Meridian Parcel and its counsel to negotiate and execute any necessary corrective instruments.

Buyer further requests that Seller provide Buyer and Lumen Ridge Engineering, PLLC with access to any existing surveys, plats, boundary line agreements, or subdivision plats in Seller's possession or control that relate to the Property and its boundaries.

Objection 7: Judgments, Lis Pendens, or Mechanic's Liens Against Seller

Buyer objects to any judgments, lis pendens, mechanic's lien filings, or other claims of record that constitute or may constitute a lien or cloud on the title to the Property. Without limiting the generality of the foregoing, Buyer objects to any such liens or claims filed against:

(a) Blackthorn Realty Group, Inc. (Virginia State Corporation Commission Entity ID No. 0412876-3);

(b) Donald R. Whitaker, individually or in his capacity as President of Blackthorn Realty Group, Inc.;

(d) Any affiliate, subsidiary, predecessor, or related entity of Blackthorn Realty Group, Inc. that has held an ownership interest in the Property or that may give rise to a lien or claim against the Property under applicable Virginia law.

Buyer requests that Seller cause the full release, satisfaction, discharge, or bonding-over of any and all judgments, lis pendens, mechanic's liens, or other claims of record affecting the Property or filed against the above-named parties to the extent such claims constitute a lien or cloud on title. Evidence of such release or bonding shall be provided to Buyer and to Fidelitas Title & Escrow, Inc. no later than fifteen (15) business days prior to the targeted closing date. To the extent that any mechanic's lien is disputed by Seller, Seller may bond over such lien in accordance with Virginia Code Section 43-70.2, provided that the bonding is in form and substance satisfactory to the Title Company and the Title Underwriter.

Objection 8: Mineral Rights / Subsurface Rights Reservations

Schedule B-II of the Title Commitment identifies certain reservations of mineral rights, subsurface rights, extraction rights, or similar interests in favor of prior owners or their heirs, successors, or assigns. Buyer understands that such reservations may have originated in historical conveyances of the Property during periods of agricultural ownership.

Buyer objects to any and all reservations of mineral rights, subsurface rights, quarrying rights, extraction rights, or similar interests that burden the Property. Such reservations are fundamentally inconsistent with the planned data center development, which will require extensive foundation work, deep excavation, subsurface utility installation, underground stormwater management infrastructure, and geotechnical stabilization of building pads, as will be detailed in the geotechnical investigation and engineering reports being prepared by Brannigan Geotechnical Engineering, LLC (Neil Brannigan, PE). The exercise of any reserved mineral or subsurface rights — including the right to enter the surface for purposes of exploration or extraction — would pose unacceptable risks to the structural integrity, operational continuity, and security of the data center facilities.

Buyer hereby requests that Seller cause the release, quitclaim, or extinguishment of any and all reserved mineral rights, subsurface rights, and extraction rights affecting the Property prior to closing. Seller shall obtain and record in the Loudoun County land records appropriate quitclaim deeds or release instruments from the holder(s) of any such reserved rights, in form and substance satisfactory to Buyer, the Title Company, and the Title Underwriter. In the event that the identity or location of the holder(s) of such reserved rights cannot be determined, Buyer will require the Title Company to affirmatively insure over the mineral rights reservation, and Seller shall cooperate with Buyer in obtaining such affirmative insurance coverage, including the execution of any affidavits or indemnities required by the Title Underwriter.

Objection 9: Environmental Liens or Notices

Buyer objects to any environmental liens, activity and use limitations ("AULs"), institutional controls, engineering controls, deed restrictions imposed pursuant to environmental cleanup programs, or governmental notices affecting the Property that appear as exceptions on Schedule B-II of the Title Commitment or that are otherwise disclosed in the land records of Loudoun County, Virginia.

Buyer notes that it is currently conducting comprehensive environmental due diligence on the Property through its environmental consultant, Pendleton Environmental Associates, Inc. (Dr. Renata Volkov, Project Director). The scope of this investigation includes the following:

(a) A Phase I Environmental Site Assessment in conformance with ASTM E1527-21, with completion targeted for June 1, 2025;

(b) A Phase II Environmental Site Assessment in conformance with ASTM E1903-19, with completion targeted for July 1, 2025, which will include soil and groundwater sampling in areas of potential concern; and

(c) Focused investigation of the former agricultural use of the Property, with particular attention to potential residual pesticide contamination (including organochlorine compounds) in the northwest quadrant of the Property (an area of approximately 4.2 acres that was historically used for orchard and crop cultivation).

Pending completion of these environmental assessments, Buyer requests that Seller disclose in writing, within ten (10) business days of the date of this letter, any and all known environmental conditions, contamination, hazardous substance releases, underground storage tanks (whether active, inactive, or removed), notices of violation, administrative orders, consent decrees, voluntary remediation agreements, or cleanup obligations affecting the Property or any portion thereof. Seller's disclosure obligation extends to any environmental condition of which Seller, Donald R. Whitaker, Patricia Whitaker-Connolly, or any officer, director, or agent of Blackthorn Realty Group, Inc. has actual or constructive knowledge.

Buyer reserves the right to raise additional title objections related to environmental matters upon completion of the Phase I and Phase II Environmental Site Assessments.

Objection 10: Standard / "Gap" Exceptions

Buyer objects to the standard or "boilerplate" exceptions set forth in Schedule B-II of the Title Commitment, including but not limited to exceptions for:

(a) Rights or claims of parties in possession not shown by the public records;

(b) Encroachments, overlaps, boundary line disputes, and any other matters that would be disclosed by an accurate survey and inspection of the Property;

(d) Any lien, or right to a lien, for services, labor, or materials heretofore or hereafter furnished, imposed by law and not shown by the public records (mechanic's liens);

(e) Taxes or special assessments that are not shown as existing liens by the records of any taxing authority that levies taxes or assessments on real property; and

(f) Any matters arising during the "gap" period between the effective date of the Title Commitment and the date of recording of the insured conveyance instrument.

Buyer requests that the Title Company delete each of the standard exceptions upon satisfaction of the following customary requirements:

(i) Delivery of the completed ALTA/NSPS land title survey prepared by Lumen Ridge Engineering, PLLC, which will address survey-related exceptions;

(ii) Delivery of Seller's owner's affidavit (in the Title Company's standard form) addressing parties in possession, unrecorded easements, mechanic's liens, and related matters;

(iii) Proration of real property taxes as of the closing date, together with evidence of payment of all taxes due and payable through closing;

(iv) Delivery of a gap indemnity or similar undertaking by Seller covering the period from the effective date of the Title Commitment through the date of recording of the deed; and

(v) Any other customary affidavits, certifications, or indemnities required by Fidelitas Title & Escrow, Inc. or Sovereign Title Insurance Company for deletion of the standard exceptions.

Seller shall cooperate with Buyer and the Title Company in providing all documentation, affidavits, and indemnities necessary to cause the deletion of the standard exceptions from the final owner's title insurance policy.

IV. Reservation of Rights

Buyer expressly reserves the right to raise additional title objections, supplemental title objections, or updated title objections upon the occurrence of any of the following:

(a) Completion and review of the ALTA/NSPS land title survey being prepared by Lumen Ridge Engineering, PLLC (Carlos Esteban, PE, PLS), which is targeted for completion by June 15, 2025;

(b) Completion of the Phase I Environmental Site Assessment by Pendleton Environmental Associates, Inc. (Dr. Renata Volkov), targeted for June 1, 2025;

(c) Completion of the Phase II Environmental Site Assessment by Pendleton Environmental Associates, Inc. (Dr. Renata Volkov), targeted for July 1, 2025;

(d) Receipt of any updated, revised, or supplemental title commitment or supplemental title search from Fidelitas Title & Escrow, Inc., including any commitment issued to reflect matters arising after the effective date of the Title Commitment (April 3, 2025);

(e) Disclosure of any matters through the zoning modification application process (ZMOD-2025-0038, filing target May 30, 2025 with the Loudoun County Department of Planning and Zoning), including any conditions, proffers, or requirements imposed by the County that may affect the title to or use of the Property; and

(f) discovery of any other matter affecting the title, use, or condition of the Property that was not disclosed in the Title Commitment or of which Buyer was not otherwise aware as of the date of this letter.

Nothing in this letter shall constitute a waiver of any right, remedy, or claim of Buyer under the PSA, at law, or in equity, including without limitation Buyer's right to terminate the PSA and receive a full refund of the earnest money deposit during the due diligence period (expiring July 14, 2025) for any reason or for no reason, as provided in Section 5.3 of the PSA. Buyer's election to deliver this title objection letter and to request curative action by Seller does not constitute an election to proceed to closing or a waiver of Buyer's termination rights.

Buyer further notes that it may assign its rights under the PSA to Stonebridge Campus Holdings LLC, a Virginia limited liability company to be formed as a single-purpose borrower entity wholly owned by IHDC, in accordance with Section 14.2 of the PSA. Any such assignee shall be entitled to the benefit of all curative actions undertaken by Seller in response to this letter, and the owner's title insurance policy shall name such assignee as the insured.

V. Requested Cure Period and Closing Coordination

Pursuant to Section 7.3 of the PSA, Seller shall have a cure period in which to remedy the title objections set forth in this letter. Buyer requests that Seller cause all title objections identified herein to be fully cured, and that evidence of such cure (including copies of all recorded curative instruments, payoff confirmations, release instruments, and endorsements) be delivered to both Buyer (care of Calderwood & Harkness LLP) and to Fidelitas Title & Escrow, Inc. no later than fifteen (15) business days prior to the targeted closing date of September 15, 2025 — that is, no later than August 25, 2025.

Buyer emphasizes that the timely resolution of all title objections is critical not only to the land acquisition closing but also to the subsequent construction loan closing. The Construction Lender, Summit National Bank, N.A. (as Administrative Agent), through its counsel, Victor Redmond of Redmond & Calloway LLP, will require the issuance of a clean lender's title insurance policy in the amount of $390,000,000.00, free of all objectionable exceptions, as a condition precedent to the disbursement of construction loan proceeds. The construction loan closing is currently targeted for October 15, 2025. Uncured title matters may delay both the land closing and the construction loan closing, with significant resulting costs and schedule impacts to Buyer and its development program.

Buyer respectfully requests that Seller direct its counsel, Whitfield, Poole & Stratton LLP, to coordinate directly with Fidelitas Title & Escrow, Inc. and with Calderwood & Harkness LLP on all curative filings, title clearance documentation, and endorsement requests. All curative instruments should be submitted in draft form to Buyer's counsel for review prior to execution and recordation. Buyer's counsel will endeavor to review and provide comments on all draft curative instruments within five (5) business days of receipt.

VI. Request for Documents

In furtherance of the title review and due diligence process, Buyer hereby requests that Seller provide copies of the following documents within ten (10) business days of the date of this letter (i.e., no later than May 9, 2025):

1. Complete, legible copies of all recorded easement agreements referenced as Schedule B-II exceptions in the Title Commitment, together with any amendments, supplements, modifications, or assignments thereof.

2. Complete, legible copies of all recorded restrictive covenants, declarations, conditions, deed restrictions, or similar instruments referenced as Schedule B-II exceptions in the Title Commitment, together with any amendments, supplements, modifications, releases, or terminations thereof.

3. Written payoff letters from the holder(s) of any outstanding deeds of trust, mortgages, or other monetary liens encumbering the Property, reflecting the payoff amount as of the anticipated closing date (September 15, 2025), per diem interest, and wire transfer instructions.

4. Copies of any unrecorded agreements, side letters, memoranda, license agreements, leases, occupancy agreements, or other instruments affecting the Property or any portion thereof, whether or not referenced in the Title Commitment.

5. Evidence of the authority of Donald R. Whitaker, as President of Blackthorn Realty Group, Inc., and Patricia Whitaker-Connolly, as General Counsel of Blackthorn Realty Group, Inc., to execute conveyance documents on behalf of Seller, including certified copies of corporate resolutions, articles of incorporation, bylaws (or relevant excerpts thereof), and a certificate of good standing from the Virginia State Corporation Commission.

6. Current real property tax bills issued by the Loudoun County Treasurer's Office for Tax Map Ref. /95-4A-1///, and copies of any pending assessment notices, special assessment levies, or tax liens affecting the Property.

Buyer requests that all documents be provided in both hard copy and electronic (PDF) format, delivered to the undersigned at the address set forth below and by electronic mail to cho@calderwoodharkness.com, with copies to gakamura@calderwoodharkness.com and dfairchild@calderwoodharkness.com.

VII. Closing

Buyer looks forward to Seller's prompt response and full cooperation in resolving the title objections set forth in this letter. The timely cure of these objections is essential to the parties' mutual goal of closing the acquisition of the Stonebridge Parcel on or before the targeted closing date of September 15, 2025, and to Buyer's ability to commence the development of the Stonebridge Data Center Campus on the schedule required by its tenants and financing partners.

We are available to discuss any of the foregoing objections, or any related title matters, at the parties' mutual convenience. Please do not hesitate to contact me directly at (202) 555-4127, or by email at cho@calderwoodharkness.com, to coordinate a call or meeting.

Thank you for your prompt attention to this matter.

Very truly yours,

CALDERWOOD & HARKNESS LLP

By: ________

Cynthia Ho Lead Associate, Real Estate Calderwood & Harkness LLP 1900 K Street NW, Suite 800 Washington, DC 20006 Telephone: (202) 555-4127

Email: cho@calderwoodharkness.com

On behalf of Ironhaven Data Centers LLC

cc: (via electronic mail)

Douglas Fairchild, Esq. — Calderwood & Harkness LLP (Responsible Partner) Grace Nakamura — Calderwood & Harkness LLP (Working Associate) Marcus Thorne — Ironhaven Data Centers LLC (Chief Executive Officer) Leonard Castellano — Ironhaven Data Centers LLC (Executive Vice President, Development) Thomas Ashcroft, Esq. — Ashcroft & Wynn, P.C. (Local Zoning Counsel) Fidelitas Title & Escrow, Inc. (Title Company / Escrow Agent)

Enclosures:

1. Copy of Title Commitment No. FTE-2025-04031-SC issued by Fidelitas Title & Escrow, Inc. (underwritten by Sovereign Title Insurance Company), effective date April 3, 2025

2. Schedule of Schedule B-II Exceptions with Buyer's Objection Annotations

CONFIDENTIAL — ATTORNEY WORK PRODUCT — PREPARED IN CONNECTION WITH PENDING REAL ESTATE TRANSACTION

Item	Detail
Title Commitment No.	FTE-2025-04031-SC
Effective Date	April 3, 2025
Issuing Agent	Fidelitas Title & Escrow, Inc., 44121 Harry Byrd Highway, Suite 120, Ashburn, Virginia 20147
Title Underwriter	Sovereign Title Insurance Company
Proposed Insured (Owner's Policy)	Ironhaven Data Centers LLC, a Delaware limited liability company (or its permitted assignee, Stonebridge Campus Holdings LLC, a to-be-formed Virginia limited liability company)
Owner's Policy Amount	$58,500,000.00
Property	Approximately 62.0 acres, NE corner of Belmont Ridge Road and Stonebridge Boulevard, Ashburn, Loudoun County, Virginia 20148; Loudoun County Tax Map Ref. /95-4A-1///
Fee Simple Owner (per Schedule A)	Blackthorn Realty Group, Inc., a Virginia corporation

CALDERWOOD & HARKNESS LLP Attorneys at Law
1900 K Street NW, Suite 800 Washington, DC 20006
Telephone: (202) 555-4100 Facsimile: (202) 555-4101 www.calderwoodharkness.com
April 25, 2025
VIA ELECTRONIC MAIL AND FIRST-CLASS MAIL
Harrison Poole, Esq. Whitfield, Poole & Stratton LLP 305 Harrison Street SE, Suite 200 Leesburg, VA 20175
Re: Title Objections — Stonebridge Parcel (Approximately 62.0 Acres) Loudoun County Tax Map Ref. /95-4A-1/// NE Corner of Belmont Ridge Road and Stonebridge Boulevard Ashburn, Virginia 20148
Purchase and Sale Agreement dated April 15, 2025, between Blackthorn Realty Group, Inc. ("Seller") and Ironhaven Data Centers LLC ("Buyer")
Purchase Price: $58,500,000
Calderwood & Harkness Matter No. 1043-00002
Dear Mr. Poole:
I. Introduction and Purpose
This firm represents Ironhaven Data Centers LLC ("IHDC" or "Buyer") in connection with that certain Purchase and Sale Agreement dated April 15, 2025 (the "PSA"), by and between Blackthorn Realty Group, Inc., a Virginia corporation ("Blackthorn" or "Seller"), and IHDC, a Delaware limited liability company, for the purchase of the approximately 62.0-acre parcel of real property located at the northeast corner of Belmont Ridge Road and Stonebridge Boulevard, Ashburn, Loudoun County, Virginia 20148 (Loudoun County Tax Map Reference Number /95-4A-1///) (the "Stonebridge Parcel" or the "Property"), for a purchase price of Fifty-Eight Million Five Hundred Thousand and No/100 Dollars ($58,500,000.00).
This letter is delivered pursuant to Article VII, Section 7.2 of the PSA, which provides that Buyer shall deliver written notice to Seller of any objections to the state of title to the Property within thirty (30) days of Buyer's receipt of the title commitment described below. Buyer is currently within its ninety (90) day due diligence period under the PSA, which commenced on April 15, 2025 and is scheduled to expire on July 14, 2025. Accordingly, this letter is timely delivered, and Buyer hereby sets forth the title objections described in detail herein.
Buyer has received and reviewed the title commitment issued by Fidelitas Title & Escrow, Inc. (the "Title Company"), located at 44121 Harry Byrd Highway, Suite 120, Ashburn, Virginia 20147, underwritten by Sovereign Title Insurance Company (the "Title Underwriter"), with an effective date of April 3, 2025 (the "Title Commitment"). The Title Commitment proposes an owner's title insurance policy in the amount of $58,500,000.00, naming Ironhaven Data Centers LLC (or its permitted assignee) as the proposed insured. A copy of the Title Commitment is enclosed with this letter for reference.
Upon thorough review of the Title Commitment, including the Schedule B-II exceptions set forth therein, Buyer hereby identifies the following title objections requiring curative action by Seller prior to the closing, which is currently targeted for September 15, 2025. Buyer respectfully requests that Seller and its counsel undertake prompt curative action with respect to each of the objections described below in order to ensure timely delivery of marketable and insurable fee simple title to the Property, free and clear of all liens, encumbrances, and other title defects inconsistent with the requirements of the PSA.
II. Title Commitment Summary
For purposes of clarity and reference, the principal terms of the Title Commitment are summarized as follows:
We note for the record that, in addition to the owner's title insurance policy referenced above, a lender's title insurance policy in the amount of Three Hundred Ninety Million and No/100 Dollars ($390,000,000.00) will be required by the construction lender, Summit National Bank, N.A., as Administrative Agent (the "Construction Lender"), in connection with the construction financing for the Stonebridge Data Center Campus project. Counsel for the Construction Lender, Victor Redmond of Redmond & Calloway LLP, may raise additional title requirements and endorsement requests in a separate communication. This letter, however, addresses Buyer's objections to the Schedule B-II exceptions as they pertain to the owner's title insurance policy and Buyer's acquisition of the Property.
III. Schedule B-II Exceptions — Specific Title Objections
Buyer has reviewed each of the exceptions listed on Schedule B-II of the Title Commitment and hereby sets forth the following specific objections and curative requests. The objections are numbered below for convenience of reference, and Buyer requests that Seller respond to each objection individually.
Objection 1: Outstanding Deed of Trust / Mortgage Lien(s)
Schedule B-II of the Title Commitment identifies one or more existing deeds of trust, mortgages, or other security instruments encumbering the Stonebridge Parcel, including but not limited to the deed of trust recorded in the Loudoun County land records in favor of the existing lender(s) of Blackthorn Realty Group, Inc. Buyer understands that these instruments were recorded in connection with Seller's acquisition financing and/or subsequent refinancing of the Property.
Buyer objects to each and every deed of trust, mortgage, security deed, assignment of rents and leases, UCC financing statement, and any other instrument constituting a monetary lien or security interest encumbering the Property as shown on Schedule B-II. Such liens are inconsistent with the PSA's requirement that Seller deliver marketable and insurable fee simple title to the Property at closing, free and clear of all monetary liens and encumbrances.
Buyer hereby requests that Seller cause the full release, satisfaction, and discharge of all deeds of trust, mortgages, and related security instruments encumbering the Property at or prior to closing, with appropriate satisfaction or release instruments duly executed, acknowledged, and recorded in the land records of Loudoun County, Virginia. To facilitate a timely closing, Buyer further requests that Seller obtain and deliver to Fidelitas Title & Escrow, Inc. written payoff letters from all applicable lender(s) no later than ten (10) business days prior to the targeted closing date of September 15, 2025. Such payoff letters should include per diem interest figures and wire instructions, and should be in form and substance acceptable to the Title Company and the Title Underwriter.
Objection 2: Real Property Tax Liens / Delinquencies
Schedule B-II of the Title Commitment reflects exceptions for real property taxes, assessments, and charges that are a lien upon the Property, including taxes that may be delinquent, currently due, or not yet due and payable. Buyer objects to any delinquent or past-due real property taxes, special assessments, or other governmental charges affecting the Property as of the effective date of the Title Commitment.
Buyer requests that Seller pay in full all real property taxes, special assessments, and governmental charges assessed against the Property (Loudoun County Tax Map Ref. /95-4A-1///) that are due and payable through the date of closing, including any penalties or interest accrued on delinquent amounts. Real property taxes for the current tax year shall be prorated as of the closing date in accordance with the proration provisions of Section 9.4 of the PSA. Seller shall provide evidence of payment in the form of receipts or a tax certificate from the Loudoun County Treasurer's Office confirming that no delinquent taxes or assessments remain outstanding against the Property.
To the extent that any special assessments have been levied against the Property by Loudoun County, the Commonwealth of Virginia, or any special taxing district, community development authority, or similar governmental body, Buyer requests that Seller disclose the nature, amount, and payment status of all such assessments and confirm whether any installments thereof remain unpaid.
Objection 3: Utility Easements Affecting Buildable Area
Schedule B-II of the Title Commitment identifies various utility easements burdening the Property, including but not limited to easements for overhead and underground electric transmission and distribution lines, water and sewer lines, telecommunications conduit, natural gas pipelines, and related appurtenances. Buyer understands that certain of these easements were granted in connection with prior agricultural use, residential subdivision planning, or public infrastructure development in the Ashburn area.
Buyer objects to any utility easement that materially encroaches upon, restricts, or otherwise interferes with the buildable area of the Property as contemplated by Buyer's planned development — the Stonebridge Data Center Campus, which is designed to include four (4) data center buildings, a central utility plant, and structured parking, totaling approximately 480,000 square feet of gross floor area across 96 megawatts (MW) of critical IT load capacity. Given the scale and density of the planned development, as well as the stringent setback, clearance, and foundation requirements associated with mission-critical data center facilities, the location, width, and permitted uses of each utility easement are of material concern to Buyer.
Buyer hereby requests the following:
(a) That Seller provide complete, legible copies of all recorded easement agreements referenced as Schedule B-II exceptions, together with any amendments, supplements, or modifications thereto, within ten (10) business days of the date of this letter.
(b) That Seller provide written confirmation, based on Seller's knowledge and records, that no utility easement currently encumbering the Property materially interferes with the planned development footprint for the Stonebridge Data Center Campus, including the building pad locations, the central utility plant site, structured parking areas, stormwater management facilities, and perimeter access drives as depicted on the preliminary site plan prepared by Buyer's civil engineer.
(c) To the extent that any utility easement is determined to materially encumber a planned building pad location or critical infrastructure area, that Seller negotiate in good faith with the applicable easement holder for the relocation, narrowing, or vacation of such easement prior to closing. Seller shall bear all costs associated with any such relocation or vacation, including legal fees, recording costs, and engineering expenses.
(d) That Seller confirm whether any of the identified utility easements are held by Northgate Partners LLC, Loudoun Water, Ashgrove & Co., or any other quasi-public or governmental entity whose consent may be required for relocation or abandonment.
Buyer reserves the right to raise additional objections with respect to utility easements upon completion and review of the ALTA/NSPS land title survey referenced in Objection 6 below, which may reveal the precise location of easement corridors relative to the planned building footprints.
Objection 4: Access Easements / Road Dedication Issues
Schedule B-II of the Title Commitment identifies certain exceptions relating to access easements, private road maintenance agreements, and/or public road dedications affecting the Property, particularly at or near the intersection of Belmont Ridge Road (Virginia Route 659) and Stonebridge Boulevard.
Buyer objects to any exception that creates ambiguity regarding the Property's legal, physical, and insurable access to a public right-of-way. Adequate vehicular and emergency access is critical to the planned data center development and is a condition of Buyer's zoning modification application (ZMOD-2025-0038) as well as a requirement of the Construction Lender and the lender's title insurance policy.
Buyer hereby requests the following:
(a) That Seller confirm in writing that the Property has legal, physical, and insurable access from one or more dedicated public rights-of-way, specifically including Belmont Ridge Road and/or Stonebridge Boulevard, and that such access is not dependent upon any private easement or license that is revocable or subject to termination.
(b) That Seller provide copies of all private road maintenance agreements, shared access agreements, reciprocal easement agreements, or similar instruments affecting access to or from the Property.
(c) That Seller confirm the current status of any pending or anticipated road dedication, road widening, or public improvement project by the Virginia Department of Transportation ("VDOT") or Loudoun County that may affect the Property's frontage on Belmont Ridge Road or Stonebridge Boulevard, including any required right-of-way dedications, construction easements, or temporary access restrictions.
(d) That the Title Company confirm its willingness to issue an ALTA 17-06 (Access and Entry) endorsement in connection with the owner's title insurance policy, insuring that the Property abuts and has direct, legal, and physical access to Belmont Ridge Road and Stonebridge Boulevard as public rights-of-way.
Objection 5: Restrictive Covenants / Declarations
Schedule B-II of the Title Commitment identifies one or more recorded restrictive covenants, declarations, conditions, or deed restrictions encumbering the Property. Buyer understands that certain of these instruments may have been recorded in connection with prior ownership of the Property by the Whitaker family and/or in connection with prior residential or mixed-use development planning for the parcel and adjacent lands.
Buyer objects to any restrictive covenant, declaration, or condition that:
(a) Restricts or prohibits data center use on the Property, including the construction, operation, and maintenance of data center buildings, central utility plants, emergency generators, cooling systems, and related infrastructure;
(b) Imposes use limitations, density restrictions, height limitations, setback requirements, architectural standards, or noise restrictions that are inconsistent with the planned PD-IP (Planned Development — Industrial Park) zoning modification for data center use, as will be applied for under ZMOD-2025-0038 with the Loudoun County Department of Planning and Zoning (filing target: May 30, 2025);
(c) Grants any third party approval, consent, or veto rights over the development, use, or modification of the Property; or
(d) Otherwise creates a cloud on title or impairs the marketability or insurability of the Property for its intended data center use.
Buyer hereby requests that Seller cause the release, amendment, modification, or termination of any such restrictive covenants, declarations, or conditions prior to closing. In the alternative, if Seller contends that any such covenant or restriction has expired by its own terms, lapsed due to non-enforcement, been superseded by subsequent zoning action, or is otherwise unenforceable, Seller shall provide Buyer with a written legal opinion or other evidence supporting such contention, in form and substance reasonably satisfactory to Buyer and the Title Company. Buyer further requests that the Title Company confirm its willingness to issue the owner's title insurance policy without exception for any such expired, lapsed, or unenforceable covenant.
Objection 6: Boundary Line / Survey Discrepancies
Buyer has engaged Lumen Ridge Engineering, PLLC (Carlos Esteban, PE, PLS), to prepare a comprehensive ALTA/NSPS land title survey of the Property in accordance with the 2021 Minimum Standard Detail Requirements for ALTA/NSPS Land Title Surveys, including Table A optional items 1 through 6(b), 7(a), 7(b)(1), 8, 9, 10, 11(a), 11(b), 13, 14, 16, 17, 18, 19, and 20. The survey is targeted for completion by June 15, 2025.
Buyer hereby expressly reserves the right to raise additional and supplemental title objections upon completion and review of the ALTA/NSPS survey. Any encroachments, boundary line discrepancies, gaps, gores, overlaps, protrusions, shortages in area, conflicts between the metes and bounds description in the Title Commitment and the survey plat, or other survey-related matters identified by the survey that are not reflected on the Title Commitment will be treated as supplemental title objections under the PSA and will be delivered to Seller promptly upon identification.
In the event that the survey reveals boundary line discrepancies or conflicts with adjacent parcels, Buyer requests that Seller cooperate in good faith to resolve such discrepancies, including but not limited to the execution of boundary line adjustment agreements, quitclaim deeds, or similar corrective instruments with adjacent property owners. Buyer specifically notes that the Property shares a common boundary with the parcel owned by Meridian Acres LLC (Loudoun County Tax Map Ref. /95-4A-2///) (the "Meridian Parcel"), and any boundary discrepancy along this shared line will require the cooperation of both Seller and the owner of the Meridian Parcel. Seller shall use commercially reasonable efforts to facilitate such cooperation, including contacting the owner of the Meridian Parcel and its counsel to negotiate and execute any necessary corrective instruments.
Buyer further requests that Seller provide Buyer and Lumen Ridge Engineering, PLLC with access to any existing surveys, plats, boundary line agreements, or subdivision plats in Seller's possession or control that relate to the Property and its boundaries.
Objection 7: Judgments, Lis Pendens, or Mechanic's Liens Against Seller
Buyer objects to any judgments, lis pendens, mechanic's lien filings, or other claims of record that constitute or may constitute a lien or cloud on the title to the Property. Without limiting the generality of the foregoing, Buyer objects to any such liens or claims filed against:
(a) Blackthorn Realty Group, Inc. (Virginia State Corporation Commission Entity ID No. 0412876-3);
(b) Donald R. Whitaker, individually or in his capacity as President of Blackthorn Realty Group, Inc.;
(c) Patricia Whitaker-Connolly, individually or in her capacity as General Counsel of Blackthorn Realty Group, Inc.; or
(d) Any affiliate, subsidiary, predecessor, or related entity of Blackthorn Realty Group, Inc. that has held an ownership interest in the Property or that may give rise to a lien or claim against the Property under applicable Virginia law.
Buyer requests that Seller cause the full release, satisfaction, discharge, or bonding-over of any and all judgments, lis pendens, mechanic's liens, or other claims of record affecting the Property or filed against the above-named parties to the extent such claims constitute a lien or cloud on title. Evidence of such release or bonding shall be provided to Buyer and to Fidelitas Title & Escrow, Inc. no later than fifteen (15) business days prior to the targeted closing date. To the extent that any mechanic's lien is disputed by Seller, Seller may bond over such lien in accordance with Virginia Code Section 43-70.2, provided that the bonding is in form and substance satisfactory to the Title Company and the Title Underwriter.
Objection 8: Mineral Rights / Subsurface Rights Reservations
Schedule B-II of the Title Commitment identifies certain reservations of mineral rights, subsurface rights, extraction rights, or similar interests in favor of prior owners or their heirs, successors, or assigns. Buyer understands that such reservations may have originated in historical conveyances of the Property during periods of agricultural ownership.
Buyer objects to any and all reservations of mineral rights, subsurface rights, quarrying rights, extraction rights, or similar interests that burden the Property. Such reservations are fundamentally inconsistent with the planned data center development, which will require extensive foundation work, deep excavation, subsurface utility installation, underground stormwater management infrastructure, and geotechnical stabilization of building pads, as will be detailed in the geotechnical investigation and engineering reports being prepared by Brannigan Geotechnical Engineering, LLC (Neil Brannigan, PE). The exercise of any reserved mineral or subsurface rights — including the right to enter the surface for purposes of exploration or extraction — would pose unacceptable risks to the structural integrity, operational continuity, and security of the data center facilities.
Buyer hereby requests that Seller cause the release, quitclaim, or extinguishment of any and all reserved mineral rights, subsurface rights, and extraction rights affecting the Property prior to closing. Seller shall obtain and record in the Loudoun County land records appropriate quitclaim deeds or release instruments from the holder(s) of any such reserved rights, in form and substance satisfactory to Buyer, the Title Company, and the Title Underwriter. In the event that the identity or location of the holder(s) of such reserved rights cannot be determined, Buyer will require the Title Company to affirmatively insure over the mineral rights reservation, and Seller shall cooperate with Buyer in obtaining such affirmative insurance coverage, including the execution of any affidavits or indemnities required by the Title Underwriter.
Objection 9: Environmental Liens or Notices
Buyer objects to any environmental liens, activity and use limitations ("AULs"), institutional controls, engineering controls, deed restrictions imposed pursuant to environmental cleanup programs, or governmental notices affecting the Property that appear as exceptions on Schedule B-II of the Title Commitment or that are otherwise disclosed in the land records of Loudoun County, Virginia.
Buyer notes that it is currently conducting comprehensive environmental due diligence on the Property through its environmental consultant, Pendleton Environmental Associates, Inc. (Dr. Renata Volkov, Project Director). The scope of this investigation includes the following:
(a) A Phase I Environmental Site Assessment in conformance with ASTM E1527-21, with completion targeted for June 1, 2025;
(b) A Phase II Environmental Site Assessment in conformance with ASTM E1903-19, with completion targeted for July 1, 2025, which will include soil and groundwater sampling in areas of potential concern; and
(c) Focused investigation of the former agricultural use of the Property, with particular attention to potential residual pesticide contamination (including organochlorine compounds) in the northwest quadrant of the Property (an area of approximately 4.2 acres that was historically used for orchard and crop cultivation).
Pending completion of these environmental assessments, Buyer requests that Seller disclose in writing, within ten (10) business days of the date of this letter, any and all known environmental conditions, contamination, hazardous substance releases, underground storage tanks (whether active, inactive, or removed), notices of violation, administrative orders, consent decrees, voluntary remediation agreements, or cleanup obligations affecting the Property or any portion thereof. Seller's disclosure obligation extends to any environmental condition of which Seller, Donald R. Whitaker, Patricia Whitaker-Connolly, or any officer, director, or agent of Blackthorn Realty Group, Inc. has actual or constructive knowledge.
Buyer reserves the right to raise additional title objections related to environmental matters upon completion of the Phase I and Phase II Environmental Site Assessments.
Objection 10: Standard / "Gap" Exceptions
Buyer objects to the standard or "boilerplate" exceptions set forth in Schedule B-II of the Title Commitment, including but not limited to exceptions for:
(a) Rights or claims of parties in possession not shown by the public records;
(b) Encroachments, overlaps, boundary line disputes, and any other matters that would be disclosed by an accurate survey and inspection of the Property;
(c) Easements or claims of easements not shown by the public records;
(d) Any lien, or right to a lien, for services, labor, or materials heretofore or hereafter furnished, imposed by law and not shown by the public records (mechanic's liens);
(e) Taxes or special assessments that are not shown as existing liens by the records of any taxing authority that levies taxes or assessments on real property; and
(f) Any matters arising during the "gap" period between the effective date of the Title Commitment and the date of recording of the insured conveyance instrument.
Buyer requests that the Title Company delete each of the standard exceptions upon satisfaction of the following customary requirements:
(i) Delivery of the completed ALTA/NSPS land title survey prepared by Lumen Ridge Engineering, PLLC, which will address survey-related exceptions;
(ii) Delivery of Seller's owner's affidavit (in the Title Company's standard form) addressing parties in possession, unrecorded easements, mechanic's liens, and related matters;
(iii) Proration of real property taxes as of the closing date, together with evidence of payment of all taxes due and payable through closing;
(iv) Delivery of a gap indemnity or similar undertaking by Seller covering the period from the effective date of the Title Commitment through the date of recording of the deed; and
(v) Any other customary affidavits, certifications, or indemnities required by Fidelitas Title & Escrow, Inc. or Sovereign Title Insurance Company for deletion of the standard exceptions.
Seller shall cooperate with Buyer and the Title Company in providing all documentation, affidavits, and indemnities necessary to cause the deletion of the standard exceptions from the final owner's title insurance policy.
IV. Reservation of Rights
Buyer expressly reserves the right to raise additional title objections, supplemental title objections, or updated title objections upon the occurrence of any of the following:
(a) Completion and review of the ALTA/NSPS land title survey being prepared by Lumen Ridge Engineering, PLLC (Carlos Esteban, PE, PLS), which is targeted for completion by June 15, 2025;
(b) Completion of the Phase I Environmental Site Assessment by Pendleton Environmental Associates, Inc. (Dr. Renata Volkov), targeted for June 1, 2025;
(c) Completion of the Phase II Environmental Site Assessment by Pendleton Environmental Associates, Inc. (Dr. Renata Volkov), targeted for July 1, 2025;
(d) Receipt of any updated, revised, or supplemental title commitment or supplemental title search from Fidelitas Title & Escrow, Inc., including any commitment issued to reflect matters arising after the effective date of the Title Commitment (April 3, 2025);
(e) Disclosure of any matters through the zoning modification application process (ZMOD-2025-0038, filing target May 30, 2025 with the Loudoun County Department of Planning and Zoning), including any conditions, proffers, or requirements imposed by the County that may affect the title to or use of the Property; and
(f) discovery of any other matter affecting the title, use, or condition of the Property that was not disclosed in the Title Commitment or of which Buyer was not otherwise aware as of the date of this letter.
Nothing in this letter shall constitute a waiver of any right, remedy, or claim of Buyer under the PSA, at law, or in equity, including without limitation Buyer's right to terminate the PSA and receive a full refund of the earnest money deposit during the due diligence period (expiring July 14, 2025) for any reason or for no reason, as provided in Section 5.3 of the PSA. Buyer's election to deliver this title objection letter and to request curative action by Seller does not constitute an election to proceed to closing or a waiver of Buyer's termination rights.
Buyer further notes that it may assign its rights under the PSA to Stonebridge Campus Holdings LLC, a Virginia limited liability company to be formed as a single-purpose borrower entity wholly owned by IHDC, in accordance with Section 14.2 of the PSA. Any such assignee shall be entitled to the benefit of all curative actions undertaken by Seller in response to this letter, and the owner's title insurance policy shall name such assignee as the insured.
V. Requested Cure Period and Closing Coordination
Pursuant to Section 7.3 of the PSA, Seller shall have a cure period in which to remedy the title objections set forth in this letter. Buyer requests that Seller cause all title objections identified herein to be fully cured, and that evidence of such cure (including copies of all recorded curative instruments, payoff confirmations, release instruments, and endorsements) be delivered to both Buyer (care of Calderwood & Harkness LLP) and to Fidelitas Title & Escrow, Inc. no later than fifteen (15) business days prior to the targeted closing date of September 15, 2025 — that is, no later than August 25, 2025.
Buyer emphasizes that the timely resolution of all title objections is critical not only to the land acquisition closing but also to the subsequent construction loan closing. The Construction Lender, Summit National Bank, N.A. (as Administrative Agent), through its counsel, Victor Redmond of Redmond & Calloway LLP, will require the issuance of a clean lender's title insurance policy in the amount of $390,000,000.00, free of all objectionable exceptions, as a condition precedent to the disbursement of construction loan proceeds. The construction loan closing is currently targeted for October 15, 2025. Uncured title matters may delay both the land closing and the construction loan closing, with significant resulting costs and schedule impacts to Buyer and its development program.
Buyer respectfully requests that Seller direct its counsel, Whitfield, Poole & Stratton LLP, to coordinate directly with Fidelitas Title & Escrow, Inc. and with Calderwood & Harkness LLP on all curative filings, title clearance documentation, and endorsement requests. All curative instruments should be submitted in draft form to Buyer's counsel for review prior to execution and recordation. Buyer's counsel will endeavor to review and provide comments on all draft curative instruments within five (5) business days of receipt.
VI. Request for Documents
In furtherance of the title review and due diligence process, Buyer hereby requests that Seller provide copies of the following documents within ten (10) business days of the date of this letter (i.e., no later than May 9, 2025):
1.  Complete, legible copies of all recorded easement agreements referenced as Schedule B-II exceptions in the Title Commitment, together with any amendments, supplements, modifications, or assignments thereof.
2.  Complete, legible copies of all recorded restrictive covenants, declarations, conditions, deed restrictions, or similar instruments referenced as Schedule B-II exceptions in the Title Commitment, together with any amendments, supplements, modifications, releases, or terminations thereof.
3.  Written payoff letters from the holder(s) of any outstanding deeds of trust, mortgages, or other monetary liens encumbering the Property, reflecting the payoff amount as of the anticipated closing date (September 15, 2025), per diem interest, and wire transfer instructions.
4.  Copies of any unrecorded agreements, side letters, memoranda, license agreements, leases, occupancy agreements, or other instruments affecting the Property or any portion thereof, whether or not referenced in the Title Commitment.
5.  Evidence of the authority of Donald R. Whitaker, as President of Blackthorn Realty Group, Inc., and Patricia Whitaker-Connolly, as General Counsel of Blackthorn Realty Group, Inc., to execute conveyance documents on behalf of Seller, including certified copies of corporate resolutions, articles of incorporation, bylaws (or relevant excerpts thereof), and a certificate of good standing from the Virginia State Corporation Commission.
6.  Current real property tax bills issued by the Loudoun County Treasurer's Office for Tax Map Ref. /95-4A-1///, and copies of any pending assessment notices, special assessment levies, or tax liens affecting the Property.
Buyer requests that all documents be provided in both hard copy and electronic (PDF) format, delivered to the undersigned at the address set forth below and by electronic mail to cho@calderwoodharkness.com, with copies to gakamura@calderwoodharkness.com and dfairchild@calderwoodharkness.com.
VII. Closing
Buyer looks forward to Seller's prompt response and full cooperation in resolving the title objections set forth in this letter. The timely cure of these objections is essential to the parties' mutual goal of closing the acquisition of the Stonebridge Parcel on or before the targeted closing date of September 15, 2025, and to Buyer's ability to commence the development of the Stonebridge Data Center Campus on the schedule required by its tenants and financing partners.
We are available to discuss any of the foregoing objections, or any related title matters, at the parties' mutual convenience. Please do not hesitate to contact me directly at (202) 555-4127, or by email at cho@calderwoodharkness.com, to coordinate a call or meeting.
Thank you for your prompt attention to this matter.
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Cynthia Ho Lead Associate, Real Estate Calderwood & Harkness LLP 1900 K Street NW, Suite 800 Washington, DC 20006 Telephone: (202) 555-4127
Email: cho@calderwoodharkness.com
On behalf of Ironhaven Data Centers LLC
cc: (via electronic mail)
Douglas Fairchild, Esq. — Calderwood & Harkness LLP (Responsible Partner) Grace Nakamura — Calderwood & Harkness LLP (Working Associate) Marcus Thorne — Ironhaven Data Centers LLC (Chief Executive Officer) Leonard Castellano — Ironhaven Data Centers LLC (Executive Vice President, Development) Thomas Ashcroft, Esq. — Ashcroft & Wynn, P.C. (Local Zoning Counsel) Fidelitas Title & Escrow, Inc. (Title Company / Escrow Agent)
Enclosures:
1.  Copy of Title Commitment No. FTE-2025-04031-SC issued by Fidelitas Title & Escrow, Inc. (underwritten by Sovereign Title Insurance Company), effective date April 3, 2025
2.  Schedule of Schedule B-II Exceptions with Buyer's Objection Annotations
CONFIDENTIAL — ATTORNEY WORK PRODUCT — PREPARED IN CONNECTION WITH PENDING REAL ESTATE TRANSACTION
Item | Detail
Title Commitment No. | FTE-2025-04031-SC
Effective Date | April 3, 2025
Issuing Agent | Fidelitas Title & Escrow, Inc., 44121 Harry Byrd Highway, Suite 120, Ashburn, Virginia 20147
Title Underwriter | Sovereign Title Insurance Company
Proposed Insured (Owner's Policy) | Ironhaven Data Centers LLC, a Delaware limited liability company (or its permitted assignee, Stonebridge Campus Holdings LLC, a to-be-formed Virginia limited liability company)
Owner's Policy Amount | $58,500,000.00
Property | Approximately 62.0 acres, NE corner of Belmont Ridge Road and Stonebridge Boulevard, Ashburn, Loudoun County, Virginia 20148; Loudoun County Tax Map Ref. /95-4A-1///
Fee Simple Owner (per Schedule A) | Blackthorn Realty Group, Inc., a Virginia corporation

CALDERWOOD & HARKNESS LLP Attorneys at Law

VIA ELECTRONIC MAIL AND FIRST-CLASS MAIL

CALDERWOOD & HARKNESS LLP

Record

Parties

Dates

Amounts