PROJECT FOOTHOLDSkycore Digital LLC · Secure Data Room

Secure Data Room

Access under NDA · request required

The Project Foothold data room contains third-party technical studies, title and survey documentation, and detailed site materials. Access is granted to qualified parties on an individual basis under the confidentiality terms below.

Full name *

Company *

Title / role *

Phone

Business email * Purpose of review Before you sign — one question.

I am evaluating this property: *

To acquire it for my own organization. On behalf of a client I represent. To resell or market it to buyers (I am a broker or intermediary).

Because you intend to resell or market the property, broker registration is part of your signing today. The Broker Registration Agreement is shown below together with the confidentiality agreement — one signature ceremony covers both documents, and each is reviewed separately by the owner’s team. Signing only the confidentiality agreement as a buyer while intending to resell would put you in breach of its own terms: clause 4 restricts disclosure to brokers who have not been approved — including you, if unregistered.

I hold a real-estate licence (3.5% tier) No licence — affiliate introductions only (1% tier)

Licence number *

Licence state

Licence expiry Brokerage / firm Who you represent — and any interest in a buyer * Broker registration agreement

BROKER AND AFFILIATE REGISTRATION AGREEMENT
PROJECT FOOTHOLD · POWEREDLAND USA (a d/b/a of Skycore Digital LLC)
Version v1.1 · 2026-08 · DRAFT, PENDING ATTORNEY REVIEW

THIS IS A DRAFT PREPARED FOR REVIEW BY NORTH CAROLINA COUNSEL. IT IS NOT LEGAL ADVICE AND MUST NOT BE EXECUTED BY EITHER PARTY UNTIL AN ATTORNEY HAS REVIEWED IT.

1. PARTIES. This Agreement is between Skycore Digital LLC, a North Carolina limited liability company trading as PoweredLand USA ("Owner"), and the individual or firm identified in the signature block ("Registrant"). It takes effect on the date Registrant signs it electronically and Owner approves the registration in writing.

2. THE TWO TIERS. Registrant is admitted to exactly one tier, determined by Owner from the evidence Registrant supplies, not by Registrant's election:

TIER A — LICENSED BROKER. Available only to a Registrant who holds a current real estate broker or salesperson licence in the state in which the property is situated, or who is lawfully able to be compensated for the activity contemplated here under the law of that state, and who supplies the licence number, issuing authority and expiry date. Standard fee: THREE AND ONE-HALF PERCENT (3.5%) of the Purchase Price actually received by Owner at Closing. Owner may agree a different rate in writing, but IN NO CIRCUMSTANCES will the rate under this tier exceed FIVE PERCENT (5%).

TIER B — AFFILIATE. Available to a Registrant who does not hold such a licence. Registrant may make marketing introductions only. Standard fee: ONE PERCENT (1%) of the Purchase Price actually received by Owner at Closing. Owner may agree a different rate in writing, but IN NO CIRCUMSTANCES will the rate under this tier exceed THREE AND ONE-HALF PERCENT (3.5%).

2.1 AGREED RATE. Where Owner has recorded a rate for Registrant in its systems that differs from the standard rate above, that recorded rate governs, subject always to the ceiling for the applicable tier. Owner will notify Registrant of any change and may ask Registrant to countersign a revised registration; until Registrant does so, the LOWER of the recorded rate and the standard rate applies to any Closing.

If a Tier A licence lapses, is suspended or is revoked, Registrant is automatically reduced to Tier B from the date of lapse, and must notify Owner in writing within five (5) business days.

3. COMPLIANCE CONDITION ON TIER B. The parties acknowledge that the law of some states, potentially including North Carolina, restricts the payment of compensation contingent on the sale of real property to persons not licensed to broker real estate. Tier B is offered only to the extent it is lawful. If Owner's counsel determines that a closing-contingent fee to an unlicensed Registrant is not permitted, Owner may at its election (a) substitute a flat marketing fee not contingent on any closing, in an amount agreed in writing, or (b) terminate the Tier B registration with no fee payable, and Registrant's sole remedy is the substituted fee if any. Registrant acknowledges this condition is material and that Registrant has had the opportunity to take its own advice on it.

4. WHAT EARNS A FEE — FIRST TOUCH, AND CLOSING ONLY.
4.1 A fee is earned only if ALL of the following are true: (a) the buyer was attributed to Registrant as FIRST TOUCH under clause 5; (b) that same buyer, or an affiliate of that buyer, completes a Closing with Owner; and (c) Owner has actually received the Purchase Price.
4.2 No fee is earned on a letter of intent, an option, a term sheet, a deposit, a lease, a failed closing, or a transaction with any party other than the registered buyer.
4.3 The fee is payable within ten (10) business days after Owner's receipt of the Purchase Price, from proceeds actually received. Where the Purchase Price includes contingent or deferred consideration, the fee on that portion is payable only as and when that consideration is actually received, at the same percentage.

5. FIRST TOUCH, AND HOW IT IS DECIDED.
5.1 A buyer is attributed to Registrant if, and only if, the buyer requested access to Owner's data room having followed Registrant's unique referral link, OR the buyer's company was registered to Registrant in Owner's records BEFORE that buyer requested access.
5.2 A referral link takes precedence over a registered name. Attribution is fixed at the moment the buyer requests access and is NOT revisited afterwards; a later visit through a different party's link does not move it.
5.3 Where two Registrants have registered the same company and no link was followed, the attribution is recorded as disputed and NO fee is payable to either until Owner determines the matter in good faith and confirms it in writing. Owner's determination is final absent manifest error.
5.4 Owner's system records are the evidence of attribution. Registrant may inspect the records relating to its own attributions at any time.

6. TERM AND TAIL. This Agreement runs until terminated by either party on written notice. A buyer attributed to Registrant remains registered for SIX (6) MONTHS from the date of attribution. If no Closing with that buyer occurs within those six months, the registration expires and no fee is payable in respect of that buyer, whenever a Closing later occurs. Termination of this Agreement does not shorten a tail already running on a buyer attributed before termination.

7. REGISTRANT'S REPRESENTATIONS. Registrant represents and warrants, on signing and on each introduction:
(a) LICENSURE. Registrant holds every licence, registration, permission and qualification required by law for the activity it actually performs under this Agreement, in every jurisdiction in which it performs it, and will maintain them. Registrant is solely responsible for determining what is required.
(b) REPRESENTATION AND CONFLICTS. Registrant acts for the buyer, not for Owner. Registrant is not Owner's agent, has no authority to bind Owner, and will not hold itself out as representing Owner. Registrant will not act for both sides of the same transaction. Registrant will disclose to Owner, in writing and before any introduction, any direct or indirect interest it or its principals have in a registered buyer, any common ownership, and any other fee, rebate or consideration it expects to receive from any party in connection with the transaction.
(c) NO AUTHORITY TO SPEAK FOR OWNER. Registrant will not make any representation, warranty, projection or commitment about the property, its power capacity, its cost, its permitting status or the transaction, except statements that appear verbatim in materials Owner has supplied for that purpose.
(d) CONFIDENTIALITY. Registrant remains bound by the confidentiality agreement it signed for the data room, which is incorporated here. The location of the property, its county, road names, parcel identifiers and utility account details are Confidential Information and must not be disclosed on any public surface.
(e) COMPLIANCE. Registrant will comply with all applicable law in its outreach, including anti-spam and telemarketing law, and will not contact any party in Owner's records that Owner has told it in writing not to contact.

8. NO EXCLUSIVITY, NO LISTING. This is not a listing agreement and grants no exclusivity of any kind. Owner may market the property itself, appoint others, transact directly with any party, and withdraw the property, at any time and without liability to Registrant. Nothing here obliges Owner to accept any offer or to complete any transaction.

9. NO PARTNERSHIP OR EMPLOYMENT. Registrant is an independent contractor. Nothing here creates a partnership, joint venture, employment or agency relationship. Registrant bears its own costs and taxes and is not entitled to reimbursement of any expense.

10. INDEMNITY. Registrant will indemnify Owner against any loss, claim or expense, including reasonable legal fees, arising from Registrant's breach of this Agreement, from any statement Registrant makes about the property that Owner did not supply, and from any claim that Registrant performed activity for which it was not licensed.

11. TERMINATION FOR CAUSE. Owner may terminate immediately and no fee will be payable if Registrant breaches clause 7, misstates its licensure, contacts a party Owner has excluded, or discloses Confidential Information. Owner may also suspend Registrant's access to its systems at any time, for any reason.

12. GOVERNING LAW; VENUE; JURY WAIVER. North Carolina law governs, without regard to conflict-of-laws rules. The parties submit to the exclusive jurisdiction of the state and federal courts sitting in North Carolina and each waives any right to a jury trial.

13. ENTIRE AGREEMENT; ELECTRONIC SIGNATURE. This is the entire agreement on its subject matter and supersedes all prior discussions, including any rate discussed verbally. It may be amended only in a writing signed by both parties. The parties agree it may be executed electronically and that a signature drawn on screen has the same legal effect as a handwritten signature under the federal E-SIGN Act and the North Carolina Uniform Electronic Transactions Act.

BY DRAWING AND SUBMITTING A SIGNATURE BELOW, the individual signing represents that they are authorised to bind the party named, that the licensure information given is true and current, and that they intend the drawn signature to be their legally binding electronic signature. This registration takes effect only when Owner approves it.

I have read the broker registration agreement above and agree to it. I understand the tier is decided at approval from licence evidence, never by my selection.

Confidentiality and non-disclosure agreement

ACCESS & DISCLOSURE AGREEMENT (ADA)
PROJECT FOOTHOLD DATA ROOM · POWEREDLAND USA (a d/b/a of Skycore Digital LLC)

This is a binding agreement. Read it before signing.

1. PARTIES AND EFFECTIVE DATE. This Agreement is between Skycore Digital LLC, a North Carolina limited liability company trading as PoweredLand USA (Discloser), and the organization identified in the signature block below (Recipient). It takes effect on the date Recipient signs it electronically.

2. CONFIDENTIAL INFORMATION. Confidential Information means all information disclosed through or in connection with the data room, in any form, whether or not marked confidential, including: third-party technical studies and reports; title commitments, policies, surveys and legal descriptions; parcel identifiers, addresses, coordinates and maps; utility service agreements, interconnection correspondence, tariff detail and billing records; capacity, pricing, cost and consumption data; the identity of the property, its owners, operators, tenants and counterparties; the existence, status and terms of any proposed transaction; and all notes, analyses and derivative materials Recipient prepares from any of the foregoing.

3. PERMITTED PURPOSE. Recipient may use Confidential Information solely to evaluate a potential transaction with Discloser involving the property (the Purpose). Any other use is prohibited, including use to evaluate, acquire, develop, finance or bid on any competing site, and use to solicit or interfere with Discloser's utility interconnection position, service agreements, queue position, tenants, counterparties or employees.

4. NON-DISCLOSURE. Recipient will hold Confidential Information in strict confidence and will not disclose it to any person other than Recipient's officers, employees, counsel, accountants, lenders and professional advisors who have a genuine need to know for the Purpose, who are informed of its confidential nature, and who are bound by confidentiality obligations at least as protective as these (Representatives). Recipient will not disclose it to any broker, agent or intermediary not expressly approved in writing by Discloser. Recipient is fully responsible for any breach by its Representatives as if it were Recipient's own breach.

5. NO COPYING, EXPORT OR REPUBLICATION. Recipient will not download, screenshot, print, photograph, mirror, scrape, republish, post, transmit outside its organization, or upload to any third-party or artificial-intelligence service any Confidential Information, except copies strictly necessary for the Purpose and held under this Agreement. Recipient will not remove or obscure any watermark, legend or identifier.

6. NO RELIANCE; THIRD-PARTY REPORTS. Every technical report in the data room was commissioned by and addressed to a prior developer for a different use case. They are provided for information only. No reliance is granted or transferred. Discloser makes NO representation or warranty, express or implied, as to the accuracy, completeness, currency or fitness of any Confidential Information, and expressly disclaims all implied warranties. Recipient will rely solely on its own investigation and on reliance letters it obtains directly from the issuing consultants at its own cost.

7. NO OFFER; NO OBLIGATION. Nothing here is an offer to sell real property or securities, a commitment to negotiate, or a grant of exclusivity. No obligation arises unless and until definitive written agreements are executed by both parties. Discloser may terminate discussions and revoke access at any time, for any reason, without liability.

8. NON-CIRCUMVENTION. For twenty-four (24) months from the Effective Date, Recipient and its affiliates will not, directly or through any third party, approach, negotiate with or transact with any owner, seller, optionholder, lessor, utility counterparty or broker connected to the property that Recipient first learned of through the data room, other than through Discloser.

9. NO PUBLICITY. Recipient will make no public statement, press release, listing, social media post or investor communication referring to the property, the transaction or Discloser without Discloser's prior written consent.

10. RETURN OR DESTRUCTION. On written request or on termination of discussions, Recipient will promptly cease all use, destroy or return all Confidential Information including derivative notes, and certify destruction in writing within ten (10) business days. Recipient may retain one archival copy solely to satisfy a documented legal or regulatory retention obligation; that copy remains subject to this Agreement indefinitely.

11. COMPELLED DISCLOSURE. If legally compelled to disclose, Recipient will give Discloser prompt written notice (unless legally prohibited), cooperate at Discloser's expense in seeking protective treatment, and disclose only the minimum legally required portion.

12. TERM AND SURVIVAL. Obligations continue for three (3) years from the Effective Date, except that obligations relating to personally identifying property information, utility account and billing data, and any information constituting a trade secret survive for so long as the information remains a trade secret under applicable law.

13. REMEDIES. Recipient acknowledges that damages alone are an inadequate remedy for breach and that Discloser is entitled to seek injunctive relief and specific performance without posting bond, in addition to all other remedies. The prevailing party in any enforcement action is entitled to its reasonable attorneys' fees and costs.

14. MONITORING AND REVOCATION. Recipient consents to logging of its access, including sign-in events, documents opened, timestamps and IP address, and agrees such logs are admissible evidence of access. Access is personal to Recipient's organization, is not transferable, and may be revoked at any time.

15. GOVERNING LAW; VENUE; JURY WAIVER. This Agreement is governed by the laws of the State of North Carolina without regard to conflict-of-laws rules. The parties submit to the exclusive jurisdiction of the state and federal courts sitting in North Carolina, and each waives any right to a jury trial.

16. ENTIRE AGREEMENT; ELECTRONIC SIGNATURE. This is the entire agreement on its subject matter and supersedes all prior discussions. It may be amended only in a writing signed by both parties. If any provision is held unenforceable, the remainder stays in force. The parties agree this Agreement may be executed electronically and that an electronic signature, including a signature drawn on screen, has the same legal effect as a handwritten signature under the federal E-SIGN Act and the North Carolina Uniform Electronic Transactions Act.

BY DRAWING AND SUBMITTING A SIGNATURE BELOW, the individual signing represents that they are duly authorized to bind the organization named, that the information provided is accurate, and that they intend the drawn signature to be their legally binding electronic signature. A countersigned copy will be provided.

I have read the agreement above in full, I accept it on behalf of the organization named, and I am authorized to bind that organization. Type your full legal name as signature * Draw your signature *

Sign here — mouse, trackpad or finger

Draw inside the box. Your signature is stored as an image and attached to the executed agreement.

Electronic signature consent. By submitting, you consent to sign electronically and agree that your drawn signature, together with your typed name, IP address, browser fingerprint and the timestamp recorded at submission, constitutes your legally binding signature on this agreement under the federal E-SIGN Act and the North Carolina Uniform Electronic Transactions Act. You may request a copy of the executed agreement at any time.

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REQUESTS ARE REVIEWED MANUALLY. CONFIDENTIAL. Access is logged and monitored. Documents are provided for evaluation only and may not be reproduced or distributed without written consent of Skycore Digital LLC.