Developer desires to develop, construct and operate an industrial scale Data Center (Description of size/definition TBD) facility in Dubuque County, Iowa consisting of single-story structures and necessary appurtenances, access roads, operations & maintenance facility, (“Project”) together with all necessary access needs.

The Parties believe it is in their best interests to memorialize their respective rights, obligations and responsibilities with respect to, among other things, the improvement, use, and maintenance of County roads during the development and construction of the Project.

County and Developer wish to incorporate the protection of the roads identified on Appendix A hereto (hereinafter referred to as the “Designated Roads”) in accordance with the terms and conditions set forth herein.

Designated Roads listed are under the jurisdiction of Dubuque County.

Developer and County intend to communicate and cooperate in good faith concerning the safe development and construction of the Project and work together to prevent or correct any damages or adverse effects to the Designated Roads that may result from the Project.

In connection with the development and construction of the Project, it may be necessary for Developer and its contractors, subcontractors, suppliers, or designees and their representatives and permitted assigns (collectively with Developer, hereinafter referred to as the “Developer Parties”) to:

Transport heavy equipment and materials over Designated Roads located in County,

make certain modifications and improvements (both temporary and permanent) to such Designated Roads to allow access road constructions or such equipment and materials to pass over existing Designated Roads, and

place certain utilities for the Project adjacent to, over, across, or beneath certain Designated Roads identified on Appendix A of this Agreement.