Contract analysis

Section 1.1 — Defined Terms As used in this Agreement, the following terms shall have the meanings set forth below. Capitalized terms used but not otherwise defined in this Section 1.1 shall have the meanings ascribed to them elsewhere in this Agreement. "Agreement" means this Purchase and Sale Agreement, including all Exhibits and Schedules attached hereto and incorporated herein by reference, as the same may be ame

Section 1.2 — Rules of Construction The following rules of construction shall apply to this Agreement unless the context otherwise requires: (a) Words importing the singular number shall include the plural, and vice versa, and words importing one gender shall include all genders. (b) The words "include," "includes," and "including" shall be deemed to be followed by the phrase "without limitation." (c) The words "here

ARTICLE 2 — PURCHASE AND SALE; PURCHASE PRICE

Section 2.1 — Agreement to Sell and Purchase Subject to the terms and conditions of this Agreement, Seller agrees to sell, convey, transfer, and assign to Buyer, and Buyer agrees to purchase and accept from Seller, all of Seller's right, title, and interest in and to the Property, for the Purchase Price and upon the terms and conditions set forth in this Agreement. The Property to be conveyed consists of approximatel

Section 2.2 — Purchase Price The purchase price for the Property shall be Nineteen Million Four Hundred Thousand and 00/100 Dollars ($19,400,000.00) (the "Purchase Price"). The Purchase Price is calculated at a rate of One Million and 00/100 Dollars ($1,000,000.00) per acre for the approximately 19.4 acres comprising the Land (19.4 acres multiplied by $1,000,000.00 per acre equals $19,400,000.00). The Purchase Price

Section 2.3 — Earnest Money Deposit (a) Deposit Amount and Timing. Within two (2) business days following the Effective Date, Buyer shall deposit with the Escrow Agent, by wire transfer of immediately available federal funds, the Earnest Money Deposit in the amount of Nine Hundred Seventy Thousand and 00/100 Dollars ($970,000.00), such amount being equal to five percent (5%) of the Purchase Price. The entire Earnest

Section 2.4 — Independent Consideration Notwithstanding anything to the contrary contained herein, One Hundred and 00/100 Dollars ($100.00) of the Earnest Money Deposit constitutes independent, non-refundable consideration (the "Independent Consideration") for Seller's execution and delivery of this Agreement and for the grant to Buyer of the right to inspect, investigate, and conduct due diligence with respect to th

ARTICLE 3 — BUYER'S DUE DILIGENCE

Section 3.1 — Due Diligence Period Buyer shall have a period of seventy-five (75) days following the Effective Date within which to conduct its due diligence investigations of the Property (the "Due Diligence Period"). The Due Diligence Period shall commence on the Effective Date, April 22, 2025, and shall expire at 5:00 p.m. Eastern Time on July 7, 2025 (being seventy-five (75) calendar days from April 22, 2025). Th

Section 3.2 — Scope of Due Diligence (a) Right of Access and Investigation. During the Due Diligence Period, Buyer and its authorized agents, representatives, employees, consultants, contractors, engineers, surveyors, and other professionals shall have the right to enter upon the Property, upon reasonable prior written or telephonic notice to Seller (which notice shall be given not less than twenty-four (24) hours in

Section 3.3 — Buyer's Right to Terminate During Due Diligence Period If Buyer, in its sole and absolute discretion, is not satisfied with any aspect of the Property, the results of any investigation or inspection, or any matter relating to the Property, for any reason or no reason whatsoever, Buyer shall have the right to terminate this Agreement by delivering written notice of termination to Seller on or before the

Section 3.4 — Seller's Delivery of Information Within five (5) business days after the Effective Date, Seller shall deliver to Buyer (or make available for Buyer's inspection and copying at a location designated by Seller or through an electronic data room or file sharing platform) complete and accurate copies of the following documents and materials, to the extent in Seller's possession or control: (a) All existing

Section 3.5 — Access and Indemnification (a) Access. Buyer's right to enter the Property for purposes of conducting due diligence investigations shall be subject to reasonable scheduling with Seller and shall be exercised in a manner that minimizes disruption to any ongoing use of the Property. Buyer shall provide Seller with not less than twenty-four (24) hours' prior notice before entering the Property (or such sho

Section 3.6 — Confidentiality All information, documents, reports, and data obtained by Buyer or its representatives in connection with Buyer's due diligence investigations of the Property (collectively, "Confidential Information") shall be treated as confidential and shall not be disclosed to any third party without the prior written consent of Seller; provided, however, that Buyer may disclose Confidential Informat

Section 4.1 — Title Commitment (a) Seller has caused the Title Company, Fidelitas Title & Escrow, Inc., acting as agent for the Title Underwriter, Sovereign Title Insurance Company, to issue a commitment for an owner's policy of title insurance (the "Title Commitment") with respect to the Property, with an effective date of April 10, 2025. Seller has delivered, or shall cause to be delivered, a copy of the Title Comm

Section 4.2 — Survey Buyer shall obtain, at Buyer's sole cost and expense, an ALTA/NSPS Land Title Survey of the Property (the "Survey"). The Survey shall be prepared by Lumen Ridge Engineering, PLLC (project principal: Carlos Esteban, PE), and shall comply with the 2021 Minimum Standard Detail Requirements for ALTA/NSPS Land Title Surveys, as jointly adopted and promulgated by the American Land Title Association and

Section 4.3 — Title Objections (a) Title Objection Period. Buyer shall have until the earlier of (i) thirty (30) days after Buyer's receipt of both the Title Commitment and legible copies of all recorded exceptions referenced therein, or (ii) the expiration of the Due Diligence Period (July 7, 2025), to deliver written notice to Seller specifying any objections that Buyer has to any matters disclosed in the Title Com

Section 4.4 — Survey Objections Buyer shall have the right to object to matters shown on the Survey that do not appear as exceptions in the Title Commitment, in the same manner and subject to the same procedures as set forth in Section 4.3 above with respect to Title Objections. The notice, cure, and election procedures set forth in Section 4.3(a) through 4.3(d) shall apply to Survey objections, mutatis mutandis, as

Section 4.5 — Permitted Exceptions As used in this Agreement, the term "Permitted Exceptions" means: (a) Liens for real property taxes, special assessments, and governmental charges not yet due and payable, subject to proration and adjustment at Closing in accordance with Section 8.4. (b) The Existing Zoning classification of PD-IP (Planned Development – Industrial Park) under the Loudoun County Zoning Ordinance, and

ARTICLE 5 — REPRESENTATIONS AND WARRANTIES OF SELLER

Section 5.1 — Seller's Representations and Warranties Seller hereby represents and warrants to Buyer as of the Effective Date and, subject to any updated disclosures made pursuant to Section 7.1(g), as of the Closing Date, as follows: (a) Organization and Authority. Seller is a limited liability company duly organized, validly existing, and in good standing under the laws of the Commonwealth of Virginia. Theodore Ash

Section 5.2 — Knowledge Standard As used in this Article 5, the phrases "Seller's knowledge," "to the knowledge of Seller," "to the best of Seller's knowledge," and words of similar import shall mean and refer to the actual, conscious knowledge of Theodore Ashford, Managing Member of Seller, as of the date such representation or warranty is made or deemed remade, without any duty of inquiry, investigation, or verific

Section 5.3 — Survival Seller's representations and warranties set forth in this Article 5 shall survive the Closing for a period of twelve (12) months after the Closing Date, after which such representations and warranties shall automatically merge with and into the Deed and be extinguished, and no claim or action based on a breach thereof shall be asserted or maintained unless a written notice of claim specifying t

ARTICLE 6 — REPRESENTATIONS AND WARRANTIES OF BUYER

Section 6.1 — Buyer's Representations and Warranties Buyer hereby represents and warrants to Seller as of the Effective Date and as of the Closing Date, as follows: (a) Organization and Authority. Buyer is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware. Buyer is duly authorized and qualified to transact business in the Commonwealth of Virgini

Section 6.2 — Survival Buyer's representations and warranties set forth in this Article 6 shall survive the Closing for a period of twelve (12) months after the Closing Date.

ARTICLE 7 — COVENANTS AND AGREEMENTS

Section 7.1 — Seller's Covenants From and after the Effective Date through the Closing Date (or earlier termination of this Agreement), Seller hereby covenants and agrees as follows: (a) Maintenance. Seller shall maintain the Property in substantially its current condition, ordinary wear and tear and acts of God excepted. Seller shall not permit the Property to be used for any purpose that would create an environment

Section 7.2 — Buyer's Covenants From and after the Effective Date through the Closing Date (or earlier termination of this Agreement), Buyer hereby covenants and agrees as follows: (a) Buyer shall timely deposit the Earnest Money Deposit with the Escrow Agent in accordance with Section 2.3 and shall satisfy all of its obligations at Closing in accordance with Section 8.3. (b) Buyer shall conduct its inspections, inve

Section 7.3 — Assignment (a) Permitted Assignment. Buyer shall have the right to assign its rights and obligations under this Agreement, without the consent of Seller, to any entity that is controlled by, or under common control with, Buyer, including without limitation, Stonebridge Campus Holdings LLC, a to-be-formed Virginia limited liability company that will serve as the single-purpose borrower entity wholly owne

Section 7.4 — Zoning and Entitlements Buyer acknowledges and agrees that the Property is currently classified under the Existing Zoning of PD-IP (Planned Development – Industrial Park) under the Loudoun County Zoning Ordinance. Buyer intends to pursue a Zoning Modification Application (ZMOD) with Loudoun County seeking approval for data center use on the Property (expected Docket No. ZMOD-2025-0038). Buyer acknowledg

Section 8.1 — Closing Date and Location The Closing shall occur on September 15, 2025 (the "Closing Date"), unless the Closing Date is extended by the mutual written agreement of the Parties in accordance with the terms of this Agreement. Time is of the essence with respect to the Closing Date. The Closing shall take place at the offices of Fidelitas Title & Escrow, Inc., 44121 Harry Byrd Highway, Suite 120, Ashburn,

Section 8.2 — Seller's Deliveries at Closing At or prior to the Closing, Seller shall execute, acknowledge (where applicable), and deliver (or cause to be delivered) to Buyer, through the Escrow Agent, the following documents and items: (a) Special Warranty Deed. A Special Warranty Deed in the form substantially as set forth in Exhibit D attached hereto (the "Deed"), duly executed and acknowledged by Seller (through