Contract analysis

ARTICLE 1 — EXTENSION OF DUE DILIGENCE PERIOD

Section 1.1 — Extended Due Diligence Period. The Due Diligence Period, as defined in the Original PSA and currently scheduled to expire at 5:00 p.m. Eastern Time on July 14, 2025, is hereby extended by thirty (30) days. As amended hereby, the Due Diligence Period shall expire at 5:00 p.m. Eastern Time on August 13, 2025 (the "Extended Due Diligence Period"). All references in the Original PSA to the "Due Diligence Pe

Section 1.2 — Additional Extension Option. In the event that Buyer reasonably determines that additional time is required to evaluate environmental conditions on the Property beyond August 13, 2025, Buyer shall have the one-time right to extend the Extended Due Diligence Period by one (1) additional period of fifteen (15) days (the "Second Extension Period"), such that the Due Diligence Period, as further extended, w

ARTICLE 2 — ADJUSTMENTS TO EARNEST MONEY DEPOSIT

Section 2.1 — Second Tranche Deposit Timing. The Original PSA requires Buyer to deposit the second tranche of the Earnest Money Deposit in the amount of One Million Four Hundred Sixty-Two Thousand Five Hundred and 00/100 Dollars ($1,462,500.00) with the Escrow Agent upon the expiration of the Due Diligence Period. As amended hereby, the second tranche of the Earnest Money Deposit in the amount of $1,462,500.00 shall

Section 2.2 — Escrow Agent Acknowledgment. Fidelitas Title & Escrow, Inc., in its capacity as Escrow Agent under the Original PSA, by executing the Escrow Agent Acknowledgment attached hereto and made a part hereof, hereby acknowledges receipt of this First Amendment and agrees to hold and disburse the Earnest Money Deposit (including any Extension Deposit received pursuant to Section 1.2 hereof) in accordance with t

ARTICLE 3 — ADJUSTMENT TO CLOSING DATE

Section 3.1 — Closing Date. The targeted Closing Date under the Original PSA is September 15, 2025. The Parties acknowledge that the extension of the Due Diligence Period as provided in this First Amendment may necessitate an adjustment to the Closing Date. Accordingly, the following provisions shall apply: (a) If Buyer exercises the Second Extension Period pursuant to Section 1.2 of this First Amendment, the Closing

Section 3.2 — Coordination with Related Transactions. The Parties acknowledge that the Closing under the Original PSA is intended to occur concurrently, or in close coordination, with the closing of Buyer's acquisition of the adjacent parcel identified on the Loudoun County Tax Map as Ref. /95-4A-2///, comprising approximately 19.4 acres (the "Meridian Parcel"), from Meridian Acres LLC, pursuant to a separate purchas

ARTICLE 4 — BUYER'S CONTINUING DUE DILIGENCE RIGHTS

Section 4.1 — Access to Property. During the Extended Due Diligence Period (and the Second Extension Period, if applicable), Buyer and its authorized agents, consultants, engineers, and contractors shall continue to have the right to access the Property for inspection, testing, sampling, and investigation in accordance with the access provisions set forth in the Original PSA. Without limiting the foregoing, the Parti

Section 4.2 — Environmental Investigation Scope. Without limiting the generality of Section 4.1 above, Buyer's Phase II ESA activities during the Extended Due Diligence Period (and the Second Extension Period, if applicable) may include, without limitation, additional soil boring, groundwater sampling, monitoring well installation, and laboratory analysis in the northwest quadrant of the Property (an area of approxim

Section 4.3 — Buyer's Termination Right Preserved. Buyer's right to terminate the Original PSA during the Due Diligence Period (as extended by this First Amendment) and to receive a full refund of all refundable Earnest Money Deposits shall remain in full force and effect through the expiration of the Extended Due Diligence Period (or the Second Extension Period, if exercised by Buyer pursuant to Section 1.2 hereof).

Section 5.1 — Assignment Rights. The Parties acknowledge that Buyer intends, prior to Closing, to assign its rights and obligations under the Original PSA (as amended by this First Amendment) to Stonebridge Campus Holdings LLC, a Virginia limited liability company to be formed as a single-purpose entity wholly owned, directly or indirectly, by Buyer (the "Assignee"), in accordance with the assignment provisions set f

ARTICLE 6 — REPRESENTATIONS AND WARRANTIES

Section 6.1 — Seller's Bring-Down. Seller hereby represents and warrants to Buyer that, as of the date of this First Amendment, all representations and warranties of Seller set forth in the Original PSA remain true, correct, and complete in all material respects, and no event has occurred since the date of the Original PSA that would cause any such representation or warranty to be untrue or materially misleading. Wit

Section 6.2 — Buyer's Bring-Down. Buyer hereby represents and warrants to Seller that, as of the date of this First Amendment, all representations and warranties of Buyer set forth in the Original PSA remain true, correct, and complete in all material respects, and no event has occurred since the date of the Original PSA that would cause any such representation or warranty to be untrue or materially misleading. Witho

ARTICLE 7 — MISCELLANEOUS PROVISIONS

Section 7.1 — Full Force and Effect. Except as expressly modified, amended, or supplemented by this First Amendment, the Original PSA shall remain in full force and effect and is hereby ratified and confirmed by each of the Parties in all respects. The Original PSA and this First Amendment shall be read together and construed as a single integrated agreement. In the event of any conflict or inconsistency between the

Section 7.2 — Governing Law. This First Amendment shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia, without regard to any conflicts-of-law principles that would require or permit the application of the laws of any other jurisdiction. The Parties consent to the exclusive jurisdiction and venue of the courts of Loudoun County, Virginia, and the United States District Court

Section 7.3 — Counterparts; Electronic Signatures. This First Amendment may be executed in two or more counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute one and the same instrument. Signatures transmitted by electronic means, including by portable document format (PDF) or other electronic image transmitted via email, or by electronic signature platforms complia

Section 7.4 — Entire Agreement. The Original PSA, as amended by this First Amendment, together with all exhibits, schedules, and addenda attached thereto or referenced therein, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, discussions, representations, understandings, and agreements, whether oral or written, be

Section 7.5 — Notices. All notices, requests, demands, consents, approvals, and other communications required or permitted under this First Amendment shall be given in accordance with the notice provisions set forth in the Original PSA. For the avoidance of doubt, the notice addresses of the Parties are as follows: If to Seller: Blackthorn Realty Group, Inc. 112 East Market Street, Suite 400 Leesburg, Virginia 20176

Section 7.6 — Authority. Each Party hereby represents and warrants to the other that (a) such Party has full right, power, and authority to enter into this First Amendment and to perform its obligations hereunder; (b) the execution, delivery, and performance of this First Amendment has been duly authorized by all necessary corporate or limited liability company action, as applicable; (c) this First Amendment constitu