Expense Reimbursement and Pledge Agreement with Datawatt Hyperscale

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AGREEMENT FOR REVIEW- REIMBURSEMENT OF
CITY EXPENSES AND PLEDGE AGREEMENT

Agreement made this, 26thay of May 2026 (“Agreement”) between the City of Belvidere,
Illinois, a municipal corporation of the State of Illinois, organized under the laws of the State of
Illinois (“City”) and Datawatt Hyperscale LLC, a Delaware Limited Liability company having its
office at 205 South Peoria Street Unit 1716, Chicago IL 60607 (“Developer”).

RECITALS

A, The Developer proposes to develop the real estate currently lying outside the corporate
limits of the City and referred to as Project Hawkeye (the “Project”’), for which the Developer
will or has submitted a proposal or proposals thereof to the City, and for which Project the
Developer will be seeking an Annexation, Pre-Annexation and /or a Development Agreement (the

Agreement); and

B. The City is willing to draft, review, revise and propose language for, and engage in good
faith negotiations with Developer, concerning the development or proposals for the Project and
the Agreement as well as post Agreement City required administration of the Project, provided
Developer reimburses City for its City Expenses, as herein defined, incurred by the City in so
doing from and after April 1, 2026, and as may also be required by City’s Municipal Code.

In consideration of the covenants and agreements herein contained, the sufficiency of
which is acknowledged, it is mutually agreed between the City and the Developer, as follows:

L Upon demand from time to time prior to the approval by the Corporate Authorities
of the Agreement for the Project, the Developer shall reimburse the City for the
following expenses incurred in City’s preparation, negotiation and review from and
after April 1, 2026 that are related to the Project and /or the Agreement
(collectively, the “City Expenses”:

1 The costs incurred by the City for outside engineering services.

2. All attorneys’ fees incurred by the City.

3 All outside (not City employees) planning, financing, financial,
development, environmental and/or geotechnical studies, right of way and
property data and any consultants therefore, or other consultants; and

4, Miscellaneous City out of pocket expenses.

a. The effective date of this Agreement (the “Effective Date”) is the date that the
last of the City and the Developer has executed this Agreement:

I. —_ Upon demand by City, Developer shall from time to time following the approval

by the Corporate Authorities of the Agreement (the “Approved Project”), promptly
reimburse the City for all reasonable City Expenses incurred by City in the

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administration of the Approved Project including and following the platting
approvals. Such reimbursement shall include engineering expenses, attorneys’ fees,
environmental and/or geotechnical studies, right of way and property data,
consultants’ fees, and out of pocket expenses involving various matters such as, but
not limited to, review of the Approved Project, proposals and documents,
preparation and publication, if any, of all notices, resolutions, ordinances and other
documents required under any such arrangement, recording fees, and the review,
negotiation and/or preparation of declarations, covenants, easements, notes, bonds,
letters of credit and escrow agreements or any other documents attributable to the
Approved Project. The Developer’s obligation pursuant to this paragraph II shall
not extend to reimbursement of City’s expenses incurred for work or services
provided to City following the issuance of the first certificate of occupancy for the
completion of construction of the initial building consisting of at least 100,000
square feet on the project site unless the City’s expenses are in relation to any of
the following: final plat approval including any documentation or requirement
relating to final plating; required by City Code; or provided for in subsequent
agreement with the Developer.

The City Expenses incurred in the administration of the Project process, the Project,
the Approved Project or any subsequent agreement shall be evidenced to the
Developer by an itemized statement of the City, and in the event that the services
for which the City Expenses were incurred were performed by other than City’s
full-time staff personnel, as to those amounts of the City Expenses, shall be
evidenced by the billings therefore and may be further confirmed by the Developer,
at its option, from additional documents designated from time to time by the
Developer, relevant to determining the City Expenses.

In the event the City institutes legal proceedings against the Developer for violation of this
Agreement and secures a judgment in its favor, the court having jurisdiction of the matter
shall determine and include in its judgment against the Developer that it has jurisdiction
over, all expenses of such legal proceedings incurred by City, including but not limited to
the court costs and reasonable attorneys’ fees, witnesses’ fees, etc. incurred by the City in
connection with any such proceedings, Developer may, in its sole discretion, appeal any
judgment rendered im favor of the City against them or any one of them, and shall pay to
the City all the expenses of those appellate legal proceedings or any further appeal thereof,
only after the entry of a final, non- appealable order in favor of the City.

To secure Developer’s performance of this Agreement, but not as a limitation to the
amount of expenses to be reimbursed, Developer’ shall deposit as a pledge with City
$150,000 in cash (the Pledge). Said Pledge amount shall be available for City to draw upon
after 35 days have expired from the date Developer receives a reimbursement billing from
City, and said billing is unpaid. The balance of the Pledge, shall be returned to Developer
within sixty (60) days after issuance of the first certificate of occupancy as set forth in
Section II above or a denial by the City of the requested annexation or annexation /
redevelopment agreement and payment by Developer of all City Expenses incurred under

this Agreement.
This Agreement does not obligate City to continue the process to reach the goal of

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the Developer if the City in its sole opinion determines that it no longer desires (for
whatever reason or no reason) to continue the process. This Agreement is entered
into’ by City for the convenience of Developer to enable the City to review and
process Developer’s proposal(s) for the Project. The City agrees to make a good
faith effort to review Developer’s project in connection with this agreement.

Jn the event of a bankruptcy (whether voluntary or involuntary), of any LLC,
corporation or any other entity, which is or becomes the Developer of the Project,
the undersigned Developer agrees to reimburse the City for any cost or expense
including City’s attorney’s fees in participating in such Bankruptcy proceedings or
pursuing any actions or defenses concerning such insolvency.

Any notice, request, demand, instruction or other document to be given or served
hereunder shall be in writing and shall be delivered personally, or sent by a
nationally recognized overnight express courier, and shall be addressed to the
parties at their respective addresses set forth below, and the same shall be effective
upon receipt if delivered personally, or three (3) business day after deposit with a
nationally recognized overnight express courier. Notices may be sent by the City’s
attorney or by Developer’s attomey, on the City’s or the Developer’s behalf, as
applicable, and such notices sent by the City’s attorney or Developer's attomey, as
applicable, shall be effective notices as if sent directly by the City or the Developer,

as applicable.
If to City: City Clerk

401 Whitney Blvd.
Belvidere, IL 61008
cityclerk@belvidereil.gov
With a copy to: City Attomey
401 Whitney Blvd.
Belvidere, IL 61008
cityattorney@belvidereil.gov

If to the Developer: Datawatt Hyperscale LLC

: Davi
205 South Peoria St,

Chicago, IL 60607
i fa
With a copy to: iston & T; is, Pi
——______Sutite 820
Chicago, TL 60606

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— iis@itlawehi

VIII. This Agreement may be executed in two or more counterparts and each of
such counterparts, for all purposes, shall be deemed to be an original, but all of such
counterparts together shall constitute but one and the same instrument, binding upon all
parties hereto, notwithstanding that all of such parties may not have executed the same

counterpart.

REMAINDER OF PAGE INTENTIONALLY BLANK

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IN WITNESS WHEREOF, the parties have executed this Agreement at Belvidere, Ilinois on the
date set forth above.

CITY OF BELVIDERE
an Illinois municipal corporation

By Ze a

Clinton Morris Mayor,

Datawatt Hyperscale LLC
a Deleware limited liability company

By: id Halligan (May 21, 2026 11:15:14

David Halligan
Print Name
Manager