Contract analysis

Section 1.1 — Defined Terms As used in this Agreement, the following terms shall have the meanings set forth below: "Affiliate" means, with respect to any Person, any other Person that directly or indirectly controls, is controlled by, or is under common control with such Person. For purposes of this definition, "control" means the possession, directly or indirectly, of the power to direct or cause the direction of t

Section 1.2 — Rules of Construction (a) The headings and captions used in this Agreement are for convenience of reference only and shall not affect the construction or interpretation of any provision hereof. (b) As used in this Agreement, the singular shall include the plural and the plural shall include the singular, and each gender shall include each other gender, as the context requires. (c) The words "include," "

ARTICLE 2 — AGREEMENT OF PURCHASE AND SALE

Section 2.1 — Agreement to Sell and Purchase Subject to the terms and conditions set forth in this Agreement, Seller agrees to sell, transfer, convey, and assign to Buyer, and Buyer agrees to purchase and accept from Seller, the Property for the Purchase Price of Fifty-Eight Million Five Hundred Thousand Dollars ($58,500,000.00). The Purchase Price represents an approximate per-acre equivalent of Nine Hundred Forty-T

Section 2.2 — Property Description The Property to be conveyed by Seller to Buyer consists of the following: (a) The Land. Approximately 62.0 acres of real property located at the northeast corner of Belmont Ridge Road (Virginia Route 659) and Stonebridge Boulevard, in unincorporated Loudoun County, Virginia 20148, as more particularly described in the legal description attached hereto as Exhibit A, together with all

Section 2.3 — Existing Zoning The Property is currently zoned PD-IP (Planned Development – Industrial Park) under the Loudoun County Zoning Ordinance, as amended. Buyer acknowledges that the use of the Property for data center purposes requires the filing and approval of a Zoning Modification Application (ZMOD) with the Loudoun County Department of Planning and Zoning. Buyer intends to file such ZMOD application (exp

ARTICLE 3 — PURCHASE PRICE AND EARNEST MONEY DEPOSIT

Section 3.1 — Purchase Price The Purchase Price for the Property is Fifty-Eight Million Five Hundred Thousand Dollars ($58,500,000.00), payable as follows: (a) Earnest Money Deposit (credited at Closing): Two Million Nine Hundred Twenty-Five Thousand Dollars ($2,925,000), consisting of the First Deposit and the Second Deposit, each as defined and described in Section 3.2, which shall be applied as a credit against th

Section 3.2 — Earnest Money Deposit (a) First Deposit. Within two (2) Business Days after the Effective Date, Buyer shall deposit the sum of One Million Four Hundred Sixty-Two Thousand Five Hundred Dollars ($1,462,500) with the Escrow Agent by wire transfer of immediately available funds (the "First Deposit"). The failure of Buyer to timely deposit the First Deposit shall constitute a default by Buyer under this Agre

Section 3.3 — Escrow Provisions The Earnest Money Deposit shall be held by Fidelitas Title & Escrow, Inc. (the Escrow Agent) in a federally insured, interest-bearing escrow account at a financial institution reasonably acceptable to both Parties, in accordance with the terms of the separate Escrow Agreement to be executed contemporaneously herewith by Buyer, Seller, and the Escrow Agent, substantially in the form att

Section 3.4 — Disposition of Earnest Money Deposit The Earnest Money Deposit shall be disbursed as follows: (a) Closing. If the Closing occurs in accordance with this Agreement, the Earnest Money Deposit (including all accrued interest) shall be applied as a credit against the Purchase Price payable by Buyer at Closing. (b) Termination During Due Diligence Period. If Buyer timely terminates this Agreement during the

Section 3.5 — Independent Consideration One Hundred Dollars ($100.00) of the First Deposit constitutes independent consideration for Buyer's rights under this Agreement, including the right to investigate, inspect, and evaluate the Property during the Due Diligence Period and the option to terminate this Agreement during the Due Diligence Period (the "Independent Consideration"). The Independent Consideration has bee

Section 4.1 — Due Diligence Period Buyer shall have a period of ninety (90) calendar days commencing on the Effective Date within which to conduct due diligence investigations, inspections, studies, analyses, and evaluations of the Property (the "Due Diligence Period"). The Due Diligence Period shall commence on April 15, 2025 and shall expire at 5:00 p.m. Eastern Time on July 14, 2025. During the Due Diligence Perio

Section 4.2 — Access to Property (a) Grant of Access. During the Due Diligence Period, and thereafter prior to Closing so long as this Agreement remains in effect and has not been terminated, Seller shall permit Buyer and its authorized agents, employees, consultants, contractors, engineers, environmental professionals, surveyors, and other representatives (collectively, "Buyer's Representatives") to access the Prope

Section 4.3 — Due Diligence Materials (a) Seller's Delivery Obligation. Within five (5) Business Days after the Effective Date, Seller shall deliver to Buyer or make available for Buyer's review and copying (at Buyer's expense) copies of the following documents and materials, to the extent such documents and materials are in Seller's possession or under Seller's reasonable control: (i) all existing surveys, plats, su

Section 4.4 — Buyer's Right to Terminate During Due Diligence Period (a) Termination Right. Buyer may terminate this Agreement for any reason or for no reason whatsoever by delivering written notice of termination to Seller and to the Escrow Agent on or before the expiration of the Due Diligence Period (i.e., on or before 5:00 p.m. Eastern Time on July 14, 2025). The termination notice shall be effective upon deliver

Section 4.5 — Environmental Matters (a) Environmental Assessments. Buyer intends to commission a Phase I Environmental Site Assessment of the Property in accordance with ASTM Standard E1527-21 (the "Phase I ESA"), with a target completion date of June 1, 2025. If the Phase I ESA identifies recognized environmental conditions or recommends further investigation, Buyer intends to commission Phase II Environmental Site

Section 4.6 — Title and Survey Review (a) Title Commitment. Buyer has received or shall promptly obtain a commitment for title insurance from the Title Company (Fidelitas Title & Escrow, Inc., acting as agent for Sovereign Title Insurance Company) with an effective date of April 3, 2025, committing to issue the Title Policy in the amount of $58,500,000. Buyer's review and objection procedures with respect to the Titl

Section 5.1 — Title Commitment Buyer acknowledges receipt of the Title Commitment issued by Fidelitas Title & Escrow, Inc. (acting as agent for Sovereign Title Insurance Company) with an effective date of April 3, 2025, for an Owner's Title Insurance Policy in the amount of Fifty-Eight Million Five Hundred Thousand Dollars ($58,500,000) (the "Title Commitment"). The Title Commitment includes Schedule A (setting forth

Section 5.2 — Title Objections (a) Objection Deadline. On or before the date that is thirty (30) calendar days after the Effective Date (i.e., May 15, 2025), Buyer shall deliver to Seller and to Seller's Counsel (Whitfield, Poole & Stratton LLP, Attention: Harrison Poole, Esq.) a written notice setting forth any objections to matters disclosed in the Title Commitment, the underlying title exception documents, or the

Section 5.3 — Mandatory Cure Items Notwithstanding anything in Section 5.2 to the contrary, Seller shall be unconditionally obligated to cure and remove (or cause to be cured and removed) at or prior to Closing (by payment, bonding, or otherwise), whether or not objected to by Buyer, each of the following (collectively, the "Mandatory Cure Items"): (a) all monetary liens, deeds of trust, mortgages, security interests

Section 5.4 — Survey Objections The Title Objection procedures set forth in Sections 5.2 and 5.3 shall apply equally to matters first disclosed by the ALTA/NSPS Survey of the Property. The target completion date for the Survey is June 15, 2025. If the Survey is not completed until after the Title Objection deadline of May 15, 2025, Buyer shall have fifteen (15) Business Days after Buyer's receipt of the completed, ce

Section 5.5 — Title Insurance Policy (a) Owner's Title Policy. At Closing, the Title Company shall issue, or shall irrevocably commit to issue, an Owner's Title Insurance Policy (ALTA 2006 form, as amended, or such successor form as may then be in effect) in the amount of Fifty-Eight Million Five Hundred Thousand Dollars ($58,500,000), issued by Sovereign Title Insurance Company through Fidelitas Title & Escrow, Inc.

Section 5.6 — Permitted Exceptions The "Permitted Exceptions" shall consist of the following: (a) those specific title exception items listed on Exhibit B attached hereto; (b) those matters disclosed in the Title Commitment or the Survey to which Buyer does not timely object, or which Buyer waives or is deemed to have waived, pursuant to this Article 5; (c) the lien of real property taxes and assessments not yet due

ARTICLE 6 — REPRESENTATIONS AND WARRANTIES

Section 6.1 — Seller's Representations and Warranties Seller hereby represents and warrants to Buyer as of the Effective Date and again as of the Closing Date as follows: (a) Organization and Authority. Seller is a corporation duly organized, validly existing, and in good standing under the laws of the Commonwealth of Virginia (Virginia State Corporation Commission Entity ID: 0412876-3). Seller has full corporate pow

Section 6.2 — Buyer's Representations and Warranties Buyer hereby represents and warrants to Seller as of the Effective Date and again 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 (EIN: 84-3291057) and is duly registered to transact business in the Commonwealth of V

Section 6.3 — Knowledge Standard All references in this Agreement to Seller's "actual knowledge," "knowledge," or words of similar import shall mean the current actual knowledge, as of the date such representation or warranty is made, of Donald R. Whitaker, President of Seller, and Patricia Whitaker-Connolly, General Counsel of Seller, in each case without any independent investigation, inquiry, review of files or re

Section 6.4 — Survival of Representations and Warranties The representations and warranties of Seller set forth in Section 6.1 and the representations and warranties of Buyer set forth in Section 6.2 shall survive the Closing for a period of twelve (12) months following the Closing Date (the "Survival Period"). No claim for breach of any representation or warranty hereunder may be brought by either Party after the ex

ARTICLE 7 — CONDITIONS PRECEDENT TO CLOSING

Section 7.1 — Conditions Precedent to Buyer's Obligation to Close Buyer's obligation to consummate the Closing and to purchase the Property is subject to the satisfaction (or written waiver by Buyer, in Buyer's sole discretion) of each of the following conditions precedent on or before the Closing Date: (a) Accuracy of Representations and Warranties. All of Seller's representations and warranties set forth in Section