Harrison,
Thank you for circulating the initial draft Purchase and Sale Agreement on behalf of your client, Blackthorn Realty Group, Inc. As you know, our firm represents Ironhaven Data Centers LLC (the "Buyer") in connection with the acquisition of the Stonebridge Parcel. Attached for your review is Calderwood & Harkness's redline markup of the draft PSA for the approximately 62.0-acre parcel located at the northeast corner of Belmont Ridge Road and Stonebridge Boulevard, Ashburn, Virginia 20148 (Loudoun County Tax Map Ref. /95-4A-1///) (the "Stonebridge Parcel").
**C&H Matter No. 1043-00002**
While the markup is comprehensive, I wanted to highlight our principal comments for your attention below.
**1. Purchase Price and Payment Terms**
The purchase price of $58,500,000 ($943,548 per acre) is reflected as agreed between the parties. With respect to the earnest money deposit, we have structured a deposit of $2,925,000, representing 5% of the purchase price, payable in two equal tranches: (i) $1,462,500 payable upon execution of the PSA, and (ii) $1,462,500 payable upon expiration of the due diligence period. The earnest money deposit would be held by Fidelitas Title & Escrow, Inc. as escrow agent, subject to a separate escrow agreement to be executed concurrently with the PSA. We will circulate a form of escrow agreement under separate cover in the coming days.
**2. Due Diligence Period**
Our markup proposes a 90-day due diligence and investigation period commencing on the date of PSA execution. During this period, the Buyer would have the right to terminate the PSA for any reason or no reason and receive a full refund of the initial earnest money deposit tranche. The Buyer requires access to the property during the due diligence period for the following investigations: (a) an ALTA/NSPS survey, which is being conducted by Lumen Ridge Engineering, PLLC; (b) Phase I and Phase II Environmental Site Assessments by Pendleton Environmental Associates, Inc.; and (c) geotechnical investigations by Brannigan Geotechnical Engineering, LLC. Given the property's known former agricultural use, we anticipate that environmental investigation will be a key component of Buyer's diligence, including potential Phase II subsurface sampling in the northwest quadrant of the property (approximately 4.2 acres). Our markup includes provisions addressing Buyer's access rights, insurance requirements, and restoration obligations in connection with these activities.
**3. Closing Date**
We have reflected a targeted closing date of September 15, 2025. Closing would be conditioned on the satisfaction or waiver of customary conditions precedent, including clearance of title and survey matters, completion of environmental due diligence to Buyer's satisfaction, and Buyer's receipt of necessary internal approvals.
**4. Assignment Rights**
This is an important point for the Buyer. Our markup provides that the Buyer shall have the right to assign the PSA prior to closing, without Seller's consent, to a to-be-formed single-purpose entity—Stonebridge Campus Holdings LLC, a Virginia limited liability company to be wholly owned by Ironhaven Data Centers LLC—provided that Ironhaven remains primarily liable for all of its obligations under the PSA. This assignment is necessary to accommodate the project's financing structure; the construction lender, Summit National Bank, N.A., requires that the borrowing entity be a single-purpose entity. We would appreciate your client's agreement to this provision so that we can structure the closing documents accordingly.
**5. Title and Survey**
We have received the title commitment from Fidelitas Title & Escrow, Inc. (underwritten by Sovereign Title Insurance Company) with an effective date of April 3, 2025. Our team is currently reviewing the commitment and the underlying exception documents, and we will deliver a separate title objection letter once that review is complete. The owner's title policy amount will be $58,500,000, consistent with the purchase price. Our markup provides that Seller shall deliver a special warranty deed at closing.
**6. Zoning / Entitlements**
The Stonebridge Parcel is currently zoned PD-IP (Planned Development – Industrial Park). The Buyer intends to file a Zoning Modification Application (ZMOD) with Loudoun County for data center use, with an expected docket number of ZMOD-2025-0038, targeting a filing date of May 30, 2025. Notably, our markup provides that obtaining ZMOD approval is *not* a condition to closing. However, we have added provisions requesting Seller's reasonable cooperation in the entitlement process during the contract period, including execution of any applications, authorizations, or owner consent forms that require the landowner's signature prior to conveyance. We have also included a covenant that Seller will not take any action during the contract period that would adversely affect the current zoning status of the property.
**7. Representations and Warranties**
We have expanded Seller's representations and warranties in several areas, including with respect to the environmental condition of the property, the absence of any pending or threatened condemnation or eminent domain proceedings, compliance with applicable laws and regulations, and the status of any existing leases, contracts, or encumbrances affecting the property. We have also proposed that Seller's representations and warranties survive closing for a period to be negotiated—I expect this will be a point for discussion, and I am happy to walk through our position on scope and duration at your convenience.
**8. Seller's Cooperation / Pre-Closing Covenants**
Our markup includes customary pre-closing covenants requiring Seller to (a) maintain the property in its current condition pending closing, (b) refrain from entering into any new leases, contracts, or encumbrances affecting the property without Buyer's prior written consent, and (c) cooperate with Buyer's ZMOD application and provide reasonable access for due diligence activities as outlined above.
**9. Governing Law**
The PSA is governed by the laws of the Commonwealth of Virginia.
* * *
With respect to next steps, I would like to propose a call later this week or early next week to walk through the key comments and discuss any concerns that Blackthorn may have. Timing is important given the parties' shared objective of executing the PSA by mid-April—our target execution date remains April 15, 2025. Douglas Fairchild is copied on this email and is available if it would be helpful for him to discuss any significant business points directly with Patricia or Donald Whitaker.
I should also note that we are concurrently working on the Meridian Parcel acquisition (a separate transaction with Meridian Acres LLC, with Dunleavy & Dunmore Benefits Consulting, PLLC serving as seller's counsel), and both closings are targeted for September 15, 2025. Any coordination on timing as we move through the contract period would be greatly appreciated.
Please do not hesitate to reach out if you have any questions or would like to discuss any aspect of the markup. I look forward to hearing from you.
Best regards,
**Cynthia Ho** Associate Calderwood & Harkness LLP 1900 K Street NW, Suite 800 Washington, DC 20006 T: (202) 555-4187 E: cho@calderwoodharkness.com
**Attachment:** Stonebridge PSA — C&H Redline (04.08.2025).docx
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