Contract analysis

Section 1.1 — Defined Terms. As used in this Agreement, the following terms shall have the meanings set forth below: "Administrative Agent" means Summit National Bank, N.A., in its capacity as administrative agent under the Construction Loan. "Agreement" means this Assignment and Assumption Agreement, as the same may be amended, restated, supplemented, or otherwise modified from time to time in accordance with the te

Section 1.2 — Incorporation of PSA Definitions. Capitalized terms used but not otherwise defined in this Agreement shall have the meanings ascribed to such terms in the PSA. In the event of any conflict between the definitions set forth in this Agreement and the definitions set forth in the PSA, the definitions set forth in this Agreement shall control solely for purposes of interpreting this Agreement.

Section 2.1 — Assignment of PSA. Effective as of the Effective Date, Assignor hereby irrevocably assigns, transfers, sets over, and conveys to Assignee all of Assignor's right, title, and interest in, to, and under the PSA, including, without limitation, the following: (a) All rights to acquire the Property for the purchase price of Fifty-Eight Million Five Hundred Thousand and No/100 Dollars ($58,500,000.00), subjec

Section 2.2 — Effective Date of Assignment. The assignment effected by Section 2.1 shall be effective as of the Effective Date. From and after the Effective Date, Assignee shall be deemed the "Buyer" under the PSA for all purposes, and all references to the "Buyer" or "Purchaser" in the PSA shall be deemed to refer to Assignee, subject to and without limiting Assignor's continuing obligations under Article IV hereof.

Section 3.1 — Assumption by Assignee. Assignee hereby expressly assumes and agrees to perform, observe, fulfill, and discharge, fully, faithfully, and in a timely manner, all of the obligations, duties, liabilities, and responsibilities of the "Buyer" under the PSA arising from and after the Effective Date of this Assignment, including, without limitation, the following: (a) The obligation to pay the purchase price o

Section 3.2 — Binding Effect on Assignee. Assignee hereby acknowledges that it has received and reviewed a true, correct, and complete copy of the PSA (and all amendments, exhibits, and schedules thereto), including any amendments listed on Schedule 1 hereto, and agrees to be bound by all of the terms, conditions, provisions, covenants, representations, and warranties thereof as if Assignee were an original party the

ARTICLE IV — RETAINED OBLIGATIONS AND GUARANTY OF ASSIGNOR

Section 4.1 — Assignor's Continuing Liability. Notwithstanding the assignment and assumption set forth in Articles II and III of this Agreement, and as a material inducement to Seller to consent to the assignment contemplated hereby, Assignor shall remain jointly and severally liable with Assignee for the full, faithful, and timely performance of all of the obligations of the "Buyer" under the PSA, including, but not

Section 4.2 — Nature of Guaranty. Assignor's liability under this Article IV shall constitute an absolute, unconditional, and irrevocable guaranty of the full and timely performance of all of Assignee's obligations under the PSA. This guaranty is a guaranty of payment and performance and not merely a guaranty of collection. Seller shall not be required to proceed first against Assignee, the Earnest Money Deposit, or

Section 4.3 — Waivers. Assignor hereby waives, to the fullest extent permitted by applicable law: (a) Any defense arising by reason of the incapacity, lack of authority, death, disability, dissolution, termination, or other defense of Assignee, or by reason of the cessation or limitation of the liability of Assignee from any cause other than full performance of all obligations under the PSA; (b) Any right to require

ARTICLE V — REPRESENTATIONS AND WARRANTIES

Section 5.1 — Representations and Warranties of Assignor. Assignor hereby represents and warrants to Assignee and Seller, as of the Effective Date, as follows: (a) Organization and Good Standing. Assignor is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware, and is duly qualified to transact business and is in good standing in the Commonwealth o

Section 5.2 — Representations and Warranties of Assignee. Assignee hereby represents and warrants to Assignor and Seller, as of the Effective Date, as follows: (a) Organization and Good Standing. Assignee is a limited liability company duly organized, validly existing, and in good standing under the laws of the Commonwealth of Virginia. Assignee has all requisite limited liability company power and authority to own,

ARTICLE VI — SELLER'S ACKNOWLEDGMENT AND CONSENT

Section 6.1 — Consent. Seller, by executing this Agreement in the space provided below, hereby acknowledges this Assignment and Assumption Agreement and consents to the assignment of the PSA from Assignor to Assignee as set forth herein. Seller acknowledges that Assignee, as the wholly owned subsidiary of Assignor, qualifies as a permitted assignee under the PSA and that this Assignment is being made in compliance wi

Section 6.2 — No Release of Assignor. Seller does not, by executing this Agreement or consenting to this Assignment, release or discharge Assignor from any obligations, liabilities, or responsibilities under the PSA. Assignor shall remain fully liable in accordance with Article IV of this Agreement, and Seller shall have the right to proceed against either or both of Assignor and Assignee for the performance of any o

Section 6.3 — Direction Regarding Closing Deliverables. At the Closing, Seller shall deliver the Special Warranty Deed conveying fee simple title to the Property directly to Assignee (Stonebridge Campus Holdings LLC) as grantee. All other closing deliverables required to be delivered by Seller at Closing pursuant to the PSA, including, without limitation, any bill of sale, assignment and assumption of leases, assignm

ARTICLE VII — ESCROW AGENT ACKNOWLEDGMENT

Section 7.1 — Direction to Escrow Agent. Assignor and Assignee hereby jointly and irrevocably direct Fidelitas Title & Escrow, Inc., in its capacity as Escrow Agent under the Escrow Agreement, that, from and after the Effective Date of this Agreement: (a) All references to "Buyer," "Purchaser," or "Depositor" in the Escrow Agreement shall be deemed to refer to Assignee (Stonebridge Campus Holdings LLC), and Assignee

Section 7.2 — Escrow Agent's Acknowledgment. Fidelitas Title & Escrow, Inc., by executing this Agreement in the space provided below, hereby acknowledges and agrees to the directions set forth in Section 7.1 above and confirms that it will hold, apply, release, and disburse the Earnest Money Deposit in accordance with the terms of the PSA, the Escrow Agreement, and this Agreement. Fidelitas Title & Escrow, Inc. furth

ARTICLE VIII — TITLE INSURANCE

Section 8.1 — Owner's Policy. The owner's title insurance policy for the Property to be issued in connection with the Closing, in the full insured amount of Fifty-Eight Million Five Hundred Thousand and No/100 Dollars ($58,500,000.00), underwritten by Sovereign Title Insurance Company and issued through Fidelitas Title & Escrow, Inc. as its title agent, shall be issued in favor of Assignee (Stonebridge Campus Holding

Section 8.2 — Lender's Policy. The Parties acknowledge that, in connection with the Construction Loan closing (currently targeted for on or about October 15, 2025), a lender's title insurance policy in the amount of Three Hundred Ninety Million and No/100 Dollars ($390,000,000.00) (covering both the Stonebridge Parcel and the Meridian Parcel) will be issued in favor of Summit National Bank, N.A., as Administrative Ag

Section 9.1 — Further Assurances. Each of the Parties and Acknowledging Parties agrees to execute, acknowledge, and deliver such additional documents, instruments, conveyances, and assurances, and to take such further actions, as may be reasonably necessary or appropriate to effectuate and carry out the purposes and intent of this Agreement, including, without limitation, any amendments to the PSA, the Escrow Agreeme

Section 9.2 — Cooperation with Lender. Assignor and Assignee agree to cooperate in good faith and in a commercially reasonable manner in providing such certifications, estoppels, assignments, consent agreements, and other documents as may be required by Summit National Bank, N.A. (as Administrative Agent for the Construction Loan syndicate, including Cascade Commercial Lending Corp. and Harborview Trust Company) or i

Section 9.3 — Notice to Seller. Assignor and Assignee shall promptly deliver a copy of this fully executed Agreement to Seller, care of Whitfield, Poole & Stratton LLP, at 305 Harrison Street SE, Suite 200, Leesburg, Virginia 20175, Attention: Harrison Poole, Esq. To the extent that Seller is executing this Agreement concurrently, the delivery requirement set forth in this Section 9.3 shall be deemed satisfied.

Section 10.1 — Governing Law. This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the Commonwealth of Virginia, without regard to conflicts of law principles that would require the application of the laws of any other jurisdiction. Each of the Parties and Acknowledging Parties hereby irrevocably submits to the exclusive jurisdiction of the courts of the Commonwealth of Virg

Section 10.2 — Entire Agreement. This Agreement, together with the PSA, the Escrow Agreement, and all exhibits and schedules attached hereto and thereto, constitutes the entire agreement among the Parties and Acknowledging Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, discussions, representations, understandings, and agreements, whether written or oral, r

Section 10.3 — Amendments. This Agreement may not be amended, modified, supplemented, restated, or otherwise changed except by a written instrument executed by Assignor, Assignee, and Seller (or, as applicable, their respective successors and assigns). No amendment or modification of this Agreement shall be effective unless it is in writing and signed by all of the foregoing parties.

Section 10.4 — Counterparts; Electronic Execution. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, and all of which, taken together, shall constitute one and the same instrument. Delivery of an executed counterpart of this Agreement by electronic means, including by facsimile transmission or by transmission of a Portable Document Format (PDF) copy by electronic

Section 10.5 — Binding Effect; Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the Parties and Acknowledging Parties and their respective successors, assigns, heirs, executors, administrators, and legal representatives. Neither Assignor nor Assignee may further assign this Agreement or any of its rights or obligations hereunder without the prior written consent of Seller

Section 10.6 — Severability. If any term, provision, covenant, or restriction of this Agreement is held by a court of competent jurisdiction or other governmental authority to be invalid, void, or unenforceable, the remainder of the terms, provisions, covenants, and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired, or invalidated, so long as the economic o

Section 10.7 — Notices. All notices, requests, demands, consents, approvals, and other communications required or permitted to be given under this Agreement shall be in writing and shall be delivered in accordance with the notice provisions of the PSA (including the methods of delivery specified therein) to the following addresses (or to such other address as any party may designate by written notice to the other par

Section 10.8 — No Third-Party Beneficiaries. Except for Seller (which is an Acknowledging Party hereto) and the Escrow Agent (to the extent of Article VII hereof), this Agreement is not intended to, and shall not, create any rights in favor of any person or entity other than the Parties hereto and the Acknowledging Parties; provided, however, that Summit National Bank, N.A., in its capacity as Administrative Agent fo

Section 10.9 — Headings. The article, section, and subsection headings and captions contained in this Agreement are included for convenience of reference only and shall not be deemed to be a part of this Agreement or to affect the meaning, construction, or interpretation of any provision hereof.

Section 10.10 — Attorneys' Fees. In the event of any action, suit, or proceeding arising out of or related to this Agreement or the enforcement of any provision hereof, the prevailing party shall be entitled to recover from the non-prevailing party its reasonable attorneys' fees, costs, and expenses (including fees and costs incurred on appeal) incurred in connection with such action, suit, or proceeding. [Remainder

1. First Amendment to Purchase and Sale Agreement dated as of [●], 2025 (the "First Amendment"), extending the due diligence period from [●] to July 14, 2025.] EXHIBIT A PURCHASE AND SALE AGREEMENT [Attached hereto is a complete copy of the Purchase and Sale Agreement dated as of April 15, 2025, by and between Blackthorn Realty Group, Inc., a Virginia corporation, as Seller, and Ironhaven Data Centers LLC, a Delaware