PURCHASE AND SALE AGREEMENT
Meridian Parcel — Approximately 19.4 Acres Loudoun County, Virginia
Between
MERIDIAN ACRES LLC a Virginia limited liability company ("Seller")
and
IRONHAVEN DATA CENTERS LLC a Delaware limited liability company ("Buyer")
Dated as of April 22, 2025
Property: Approximately 19.4 acres of land located in unincorporated Loudoun County, Virginia, identified as Loudoun County Tax Map Reference No. /95-4A-2///, adjacent to the Stonebridge Parcel on the east, Ashburn, Virginia 20148
PURCHASE AND SALE AGREEMENT
This PURCHASE AND SALE AGREEMENT (this "Agreement") is made and entered into as of April 22, 2025 (the "Effective Date"), by and between:
MERIDIAN ACRES LLC, a Virginia limited liability company, managed by Theodore Ashford, with its principal office at 3401 Old Ox Road, Sterling, Virginia 20166 (EIN: 84-6120983) ("Seller"),
and
IRONHAVEN DATA CENTERS LLC, a Delaware limited liability company, with its headquarters at 44680 Prentice Drive, Suite 200, Ashburn, Virginia 20147 (EIN: 84-3291057; Virginia State Corporation Commission Entity ID: S7491283) ("Buyer").
Seller and Buyer are sometimes referred to herein individually as a "Party" and collectively as the "Parties."
RECITALS
WHEREAS, Seller is the fee simple owner of approximately 19.4 acres of real property located in unincorporated Loudoun County, Commonwealth of Virginia, more particularly identified as Loudoun County Tax Map Reference No. /95-4A-2///, situated adjacent to the Stonebridge Parcel on the east, with an address for reference purposes in Ashburn, Virginia 20148 (the "Property" or the "Meridian Parcel"), as more particularly described in Exhibit A attached hereto and incorporated herein by reference;
WHEREAS, Seller is a Virginia limited liability company managed by Theodore Ashford, who serves as Managing Member, and Seller's principal office is located at 3401 Old Ox Road, Sterling, Virginia 20166;
WHEREAS, Buyer is a Delaware limited liability company authorized to transact business in the Commonwealth of Virginia, with its principal headquarters located at 44680 Prentice Drive, Suite 200, Ashburn, Virginia 20147;
WHEREAS, Buyer desires to purchase the Property from Seller for the development of the Stonebridge Data Center Campus, a ground-up data center campus development, and the Property is needed for utility routing, a substation easement, and additional building pads in connection with such campus development;
WHEREAS, the Property is currently zoned PD-IP (Planned Development – Industrial Park) under the Loudoun County Zoning Ordinance, and Buyer anticipates pursuing a Zoning Modification Application for data center use in connection with Buyer's development plans;
WHEREAS, Seller desires to sell the Property to Buyer on the terms and conditions set forth herein;
WHEREAS, Buyer's counsel in connection with this transaction is Calderwood & Harkness LLP, and Seller's counsel in connection with this transaction is Dunleavy & Dunmore Benefits Consulting, PLLC (lead attorney: Fiona Dunleavy); and
WHEREAS, each of the Parties has been independently represented by counsel in the negotiation, drafting, and execution of this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants, agreements, representations, and warranties contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
ARTICLE 1 — DEFINITIONS
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 amended, modified, or supplemented from time to time in accordance with the terms hereof.
"Buyer" means Ironhaven Data Centers LLC, a Delaware limited liability company, together with its successors and permitted assigns.
"Buyer's Counsel" means Calderwood & Harkness LLP, a law firm with offices at 425 Lexington Avenue, New York, New York 10017 (principal New York office) and 1900 K Street NW, Suite 800, Washington, DC 20006 (District of Columbia office).
"Closing" means the consummation of the purchase and sale of the Property as provided in Article 8 of this Agreement, including the delivery of the Deed, the payment of the Purchase Price, and the satisfaction of all other obligations of the Parties required to be performed at Closing.
"Closing Date" means September 15, 2025, or such other date as the Parties may agree in writing pursuant to Section 8.1 of this Agreement.
"Deed" means a Special Warranty Deed in the form substantially as set forth in Exhibit D attached hereto, conveying fee simple title to the Property from Seller to Buyer (or Buyer's permitted assignee), subject only to the Permitted Exceptions.
"Due Diligence Period" means the period commencing on the Effective Date and expiring at 5:00 p.m. Eastern Time on July 7, 2025, being seventy-five (75) days after the Effective Date.
"Earnest Money Deposit" or "Deposit" means the sum of Nine Hundred Seventy Thousand and 00/100 Dollars ($970,000.00), calculated as five percent (5%) of the Purchase Price ($19,400,000.00 multiplied by 5% equals $970,000.00), to be deposited with the Escrow Agent upon execution of this Agreement in accordance with Section 2.3, together with all interest and earnings accrued thereon.
"Effective Date" means April 22, 2025, the date first written above.
"Escrow Agent" means Fidelitas Title & Escrow, Inc., a Virginia corporation, with its office located at 44121 Harry Byrd Highway, Suite 120, Ashburn, Virginia 20147.
"Existing Zoning" means PD-IP (Planned Development – Industrial Park) under the Loudoun County Zoning Ordinance, as the same is in effect as of the Effective Date.
"Governmental Authority" means any federal, state, county, municipal, or local government, or any department, commission, board, bureau, agency, authority, instrumentality, or political subdivision thereof, including without limitation, Loudoun County, Virginia, the Commonwealth of Virginia, the Board of Supervisors of Loudoun County, the Loudoun County Department of Building and Development, the Virginia Department of Environmental Quality, and any other governmental entity having jurisdiction over the Property or the transactions contemplated hereby.
"Improvements" means all buildings, structures, fixtures, paving, fencing, landscaping, and other improvements of every kind and description, if any, now or hereafter located on, under, or above the Land, or affixed or appurtenant thereto.
"Intangible Property" means all intangible personal property owned by Seller and used in connection with the ownership, operation, or development of the Property, including, without limitation, all development rights, development entitlements, governmental permits and approvals, certificates of occupancy, warranties, guaranties, utility allocations, utility commitments, licenses, contract rights (to the extent assignable), and all other rights, privileges, and appurtenances pertaining to the Property.
"Land" means those certain parcels or tracts of land containing approximately 19.4 acres, situated in unincorporated Loudoun County, Commonwealth of Virginia, more particularly described in Exhibit A attached hereto, identified as Loudoun County Tax Map Reference No. /95-4A-2///, together with all right, title, and interest of Seller in and to all easements, rights-of-way, strips, gores, and appurtenances belonging or pertaining thereto, and all right, title, and interest of Seller in and to any streets, alleys, passages, or other rights-of-way included therein or adjacent thereto (before or after the vacation thereof), to the center line thereof.
"Permitted Exceptions" means those title exceptions and encumbrances approved or deemed approved by Buyer pursuant to Article 4 of this Agreement.
"Property" means, collectively, the Land, the Improvements, and the Intangible Property.
"Purchase Price" means Nineteen Million Four Hundred Thousand and 00/100 Dollars ($19,400,000.00), equivalent to One Million and 00/100 Dollars ($1,000,000.00) per acre for the approximately 19.4 acres comprising the Land, payable in accordance with Section 2.2.
"Seller" means Meridian Acres LLC, a Virginia limited liability company, together with its successors and assigns.
"Seller's Counsel" means Dunleavy & Dunmore Benefits Consulting, PLLC, a Virginia professional limited liability company, with its office located at 118 North King Street, Leesburg, Virginia 20176 (lead attorney: Fiona Dunleavy, Esq.).
"Survey" means the ALTA/NSPS Land Title Survey of the Property to be prepared by Lumen Ridge Engineering, PLLC (project principal: Carlos Esteban, PE) in accordance with the 2021 Minimum Standard Detail Requirements for ALTA/NSPS Land Title Surveys, as adopted by the American Land Title Association and the National Society of Professional Surveyors, including such Table A optional survey items as Buyer may specify.
"Tax Map Reference" means Loudoun County Tax Map Reference No. /95-4A-2///.
"Title Commitment" means the commitment for title insurance issued by Fidelitas Title & Escrow, Inc., as agent for Sovereign Title Insurance Company, committing to insure fee simple title to the Property in Buyer (or Buyer's permitted assignee) in the amount of the Purchase Price, subject to the requirements and exceptions set forth therein.
"Title Company" means Fidelitas Title & Escrow, Inc., a Virginia corporation, acting as settlement agent in connection with the Closing and as title agent for the Title Underwriter.
"Title Underwriter" means Sovereign Title Insurance Company.
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 "herein," "hereof," "hereunder," "hereby," and "hereto" refer to this Agreement as a whole and not to any particular Article, Section, or provision of this Agreement.
(d) References to any Article, Section, Exhibit, or Schedule are to the Articles, Sections, Exhibits, and Schedules of this Agreement unless otherwise indicated.
(e) The headings and captions used in this Agreement are for convenience of reference only and shall not be used in interpreting, construing, or enforcing any provision of this Agreement.
(f) This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting or causing any instrument to be drafted.
(g) This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia, without regard to principles of conflicts of law that would cause the application of the laws of any other jurisdiction.
(h) All references to currency shall mean the lawful currency of the United States of America.
(i) The term "business day" shall mean any day other than a Saturday, Sunday, or a day on which commercial banks in Loudoun County, Virginia are authorized or required by law to close. If any deadline or date of performance falls on a day that is not a business day, such deadline or date shall be extended to the next succeeding business day.
(j) The word "days" shall mean calendar days unless otherwise specified.
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 approximately 19.4 acres of land more particularly described on Exhibit A attached hereto, together with all Improvements thereon, all appurtenances, rights, privileges, easements, hereditaments, and mineral rights belonging or appertaining thereto (to the extent owned by Seller), and all Intangible Property related thereto. The conveyance shall be made by the Deed, in the form substantially as set forth in Exhibit D, subject only to the Permitted Exceptions.
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 is fixed and is not subject to adjustment based on the final acreage as confirmed by the Survey, except as may be otherwise agreed in writing by the Parties.
The Purchase Price shall be payable as follows:
(a) Earnest Money Deposit. The Earnest Money Deposit of Nine Hundred Seventy Thousand and 00/100 Dollars ($970,000.00) shall be deposited with the Escrow Agent in accordance with Section 2.3 of this Agreement. At Closing, the Earnest Money Deposit (together with all interest and earnings accrued thereon) shall be credited against and applied to the Purchase Price.
(b) Balance of Purchase Price. The balance of the Purchase Price, in the amount of Eighteen Million Four Hundred Thirty Thousand and 00/100 Dollars ($18,430,000.00), being the Purchase Price of $19,400,000.00 less the Earnest Money Deposit of $970,000.00, shall be paid by Buyer to Seller (or to such account as Seller may direct) at Closing by wire transfer of immediately available federal funds in accordance with wire transfer instructions to be provided by the Escrow Agent or Seller's Counsel not later than three (3) business days prior to the Closing Date.
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 Money Deposit shall be due and payable in a single installment upon execution of this Agreement; there shall be no split tranche structure or phased deposit schedule.
(b) Escrow Agent. The Earnest Money Deposit shall be held by Fidelitas Title & Escrow, Inc. (the "Escrow Agent"), with its office located at 44121 Harry Byrd Highway, Suite 120, Ashburn, Virginia 20147, in its capacity as escrow agent and in accordance with the terms and conditions of this Agreement and the separate Escrow Agreement referenced in Exhibit B.
(c) Investment of Deposit. The Escrow Agent shall hold the Earnest Money Deposit in an interest-bearing escrow account at a federally insured depository institution. All interest and earnings accrued on the Deposit shall be for the benefit of, and shall be paid to, the Party entitled to receive the Deposit under the terms of this Agreement. For purposes of federal income tax reporting, the taxpayer identification number of Buyer shall be used for the account unless and until the Deposit is forfeited to Seller, at which time Seller's taxpayer identification number shall be substituted.
(d) Governing Escrow Terms. The rights and obligations of the Parties and the Escrow Agent with respect to the holding, investment, disbursement, and release of the Earnest Money Deposit shall be governed by the separate Escrow Agreement among Buyer, Seller, and Fidelitas Title & Escrow, Inc. in the form attached hereto as Exhibit B. In the event of any conflict between the terms of this Agreement and the terms of the Escrow Agreement, the terms of this Agreement shall control as between Buyer and Seller.
(e) Application of Deposit. At Closing, the Earnest Money Deposit (together with all accrued interest and earnings thereon) shall be applied as a credit against the Purchase Price and delivered to Seller or credited to Seller's account on the settlement statement. If the transaction contemplated hereby does not close for any reason, the disposition of the Earnest Money Deposit shall be governed by the applicable provisions of this Agreement, including without limitation, Article 10.
(f) Failure to Deposit. If Buyer fails to timely deposit the Earnest Money Deposit as required by this Section 2.3, Seller may, at Seller's option, terminate this Agreement by written notice to Buyer, and upon such termination, neither Party shall have any further rights or obligations hereunder, except for those that expressly survive termination.
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 the Property, and for Seller's agreement to withdraw the Property from the market during the term of this Agreement. The Independent Consideration is fully earned by Seller upon execution of this Agreement and shall be retained by Seller in all events, including upon any termination of this Agreement for any reason, and shall not be refundable under any circumstance. The Independent Consideration shall be applied against the Purchase Price at Closing. The Parties acknowledge and agree that the Independent Consideration is adequate and sufficient consideration for this Agreement, independent of any other consideration provided herein.
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). The Due Diligence Period shall not be extended except by the mutual written agreement of the Parties. During the Due Diligence Period, Buyer shall have the right to investigate all aspects of the Property to Buyer's satisfaction, in Buyer's sole and absolute discretion, as more particularly set forth in this Article 3.
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 advance, except in cases of urgency), to conduct inspections, surveys, studies, tests, and investigations of the Property, including without limitation the following:
(i) Physical Condition. Inspection and investigation of the physical condition of the Property, including the condition of all Improvements (if any), soils, drainage, topography, grading, and general site conditions.
(ii) Environmental Assessments. Phase I Environmental Site Assessment and, if warranted by the findings of the Phase I assessment, a Phase II Environmental Site Assessment, including soil and groundwater sampling and testing, to be conducted by Pendleton Environmental Associates, Inc. (lead scientist: Dr. Renata Volkov). The Phase I Environmental Site Assessment is targeted for completion on or before June 1, 2025. The Phase I shall be conducted in accordance with ASTM Standard Practice E1527-21 and shall address recognized environmental conditions, controlled recognized environmental conditions, and historical recognized environmental conditions, as applicable.
(iii) Geotechnical Investigations. Geotechnical investigation and analysis of subsurface soil and groundwater conditions, bearing capacity, and suitability for the intended development, to be performed by Brannigan Geotechnical Engineering, LLC (project engineer: Neil Brannigan, PE). The geotechnical investigation shall include soil borings, laboratory testing, and a written geotechnical engineering report with recommendations for foundation design and site preparation.
(iv) ALTA/NSPS Land Title Survey. Preparation of an ALTA/NSPS Land Title Survey of the Property, to be prepared by Lumen Ridge Engineering, PLLC (project principal: Carlos Esteban, PE), in accordance with the 2021 Minimum Standard Detail Requirements for ALTA/NSPS Land Title Surveys, including such Table A optional survey items as Buyer may specify. The ALTA/NSPS Survey is targeted for completion on or before June 15, 2025.
(v) Topographic, Wetland, and Drainage Studies. Topographic survey, wetland delineation, floodplain analysis, and drainage and stormwater management studies necessary to evaluate the development potential of the Property for its intended use as a data center campus.
(vi) Zoning and Land Use Compliance Review. Review and analysis of zoning and land use compliance, including confirmation that the Property is classified under the Existing Zoning of PD-IP (Planned Development – Industrial Park) under the Loudoun County Zoning Ordinance. Buyer acknowledges that it anticipates filing a Zoning Modification Application (ZMOD) with Loudoun County for data center use on the Property (expected Docket No. ZMOD-2025-0038). The scope of Buyer's zoning review shall include analysis of applicable proffers, development conditions, setbacks, building height limitations, impervious surface ratios, parking requirements, landscaping and buffering requirements, and noise and lighting standards.
(vii) Utility Capacity and Availability Assessment. Investigation and evaluation of the availability, capacity, and adequacy of utility services to the Property, including electric power, natural gas, water, sewer, fiber optic telecommunications, and other utility services. Without limiting the generality of the foregoing, Buyer shall investigate and evaluate the availability of electrical service from Vantage Power Cooperative, including the capacity of existing electrical infrastructure serving the Property and the anticipated timeline and cost for delivery of adequate electrical capacity to support the planned data center campus development.
(viii) Appraisal. Independent MAI appraisal of the Property by Greystone Appraisal Partners, LLC (lead appraiser: Janet Choi, MAI), to be prepared for lender purposes in connection with Buyer's construction financing. The appraisal shall be prepared in accordance with the Uniform Standards of Professional Appraisal Practice (USPAP) and shall comply with the requirements of Buyer's construction lender, Summit National Bank, N.A.
(ix) Title Examination. Examination and review of the Title Commitment and all documents and instruments referenced therein, including all recorded easements, covenants, conditions, restrictions, liens, encumbrances, and other matters of record affecting the Property.
(x) Leases, Contracts, and Encumbrances. Review of all existing leases, licenses, occupancy agreements, management agreements, service contracts, and other agreements and encumbrances affecting the Property, including those listed on Schedule 5.1(f).
(b) Consultants and Advisors. In connection with its due diligence investigations, Buyer may engage such consultants, advisors, and professionals as Buyer deems necessary or appropriate, including without limitation, Cornerstone Land Use Consulting, LLC (Alan Mercer), Kestrel Infrastructure Advisors, LLC (Diane Prescott), and such other engineers, architects, environmental consultants, land planners, traffic consultants, utility consultants, market analysts, and other professionals as Buyer may select.
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 expiration of the Due Diligence Period (i.e., on or before 5:00 p.m. Eastern Time on July 7, 2025). The termination notice shall be in writing and delivered in accordance with Section 14.1 of this Agreement. Upon the valid and timely exercise by Buyer of its termination right under this Section 3.3, the Earnest Money Deposit (less the $100.00 Independent Consideration, which shall be retained by Seller in accordance with Section 2.4) shall be returned to Buyer in accordance with Section 10.3, and thereafter neither Party shall have any further rights, obligations, or liabilities hereunder, except for those obligations that expressly survive termination of this Agreement, including without limitation, Buyer's obligations under Sections 3.5 and 3.6. If Buyer does not deliver a timely termination notice prior to the expiration of the Due Diligence Period, Buyer shall be deemed to have elected to proceed with the purchase of the Property, and the Earnest Money Deposit shall thereafter be non-refundable to Buyer except as otherwise expressly provided in this Agreement.
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 surveys, plats, site plans, and boundary descriptions of the Property.
(b) All existing environmental reports, studies, and assessments relating to the Property, including any Phase I or Phase II Environmental Site Assessment reports.
(c) All existing engineering studies, soil reports, geotechnical reports, drainage studies, and similar technical reports and studies relating to the Property.
(d) All existing title policies, title commitments, deeds, and instruments of record relating to the Property.
(e) Copies of all leases, licenses, occupancy agreements, management agreements, and service contracts affecting the Property.
(f) Real property tax bills and assessment notices for the Property for the most recent three (3) tax years (2022, 2023, and 2024).
(g) Any notices received from any Governmental Authority relating to the Property, including without limitation, notices of zoning violations, building code violations, environmental violations, pending or threatened condemnation proceedings, and pending or proposed assessments.
(h) All existing development agreements, proffers, conditions of approval, conditions of zoning, and other conditions or restrictions imposed by Loudoun County or any other Governmental Authority in connection with the development or use of the Property.
(i) Copies of utility bills and evidence of utility service to the Property for the most recent twelve (12) months, including bills from Vantage Power Cooperative and any municipal water and sewer provider.
(j) Any existing covenants, conditions, restrictions, and declarations of record affecting the Property, including any homeowners' association or property owners' association documents (if applicable).
Seller shall use commercially reasonable efforts to deliver or make available such additional documents and information as Buyer may reasonably request during the Due Diligence Period. Seller's failure to timely deliver any document required under this Section 3.4 shall not extend the Due Diligence Period, but shall be considered by Buyer in its evaluation of the Property and shall not relieve Seller of its obligation to deliver such materials as promptly as reasonably practicable.
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 shorter period as may be reasonable under the circumstances), and Seller or Seller's designee shall have the right to accompany Buyer and its agents during any entry onto the Property.
(b) Insurance. Prior to any entry onto the Property, Buyer shall provide Seller with a certificate of insurance evidencing commercial general liability insurance with limits of not less than Two Million and 00/100 Dollars ($2,000,000.00) per occurrence and Five Million and 00/100 Dollars ($5,000,000.00) in the aggregate, naming Seller as an additional insured with respect to Buyer's activities on the Property.
(c) Indemnification. Buyer shall indemnify, defend, and hold harmless Seller from and against any and all claims, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or resulting from Buyer's entry upon or investigation of the Property, including damage to the Property or injury to persons caused by Buyer or its agents, representatives, consultants, or contractors; provided, however, that such indemnification obligation shall not extend to (i) the discovery or exacerbation of pre-existing conditions on the Property that were not caused or worsened by Buyer's activities, or (ii) conditions of the Property that would have been discovered by any reasonable investigation, the mere revelation of which does not constitute damage caused by Buyer.
(d) Restoration. If the transaction contemplated by this Agreement does not close for any reason, Buyer shall promptly restore the Property to substantially the same condition as existed prior to Buyer's investigations, including filling and compacting any soil borings and repairing any damage to the surface of the Property caused by Buyer's activities.
(e) Survival. The obligations of Buyer under this Section 3.5 shall survive the Closing or the earlier termination of this Agreement for a period of twelve (12) months.
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 Information to its officers, directors, members, managers, employees, advisors, attorneys (including Calderwood & Harkness LLP and Ashcroft & Wynn, P.C.), accountants, consultants, engineers, architects, contractors, lenders (including Summit National Bank, N.A., Cascade Commercial Lending Corp., and Harborview Trust Company), equity investors (including Ridgeline Capital Partners Fund IV, LP), and prospective investors, in each case who have a legitimate need to know such information in connection with the transactions contemplated by this Agreement and who are informed of and agree to be bound by the confidentiality obligations set forth herein (whether by separate agreement or by acknowledgment of these provisions). If this Agreement is terminated for any reason, Buyer shall, at Seller's request, promptly return or destroy all Confidential Information in Buyer's possession, except for copies retained in Buyer's legal files or as required by applicable law. This Section 3.6 shall survive the termination of this Agreement for a period of two (2) years.
ARTICLE 4 — TITLE AND SURVEY
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 Commitment, together with legible copies of all documents referenced in the Title Commitment as exceptions to title, to Buyer and Buyer's Counsel within five (5) business days after the Effective Date.
(b) The Title Commitment shall be in the amount of the Purchase Price, Nineteen Million Four Hundred Thousand and 00/100 Dollars ($19,400,000.00), committing the Title Underwriter to issue an owner's policy of title insurance insuring fee simple title to the Property in Buyer (or Buyer's permitted assignee), subject to the standard exceptions and the special exceptions identified therein.
(c) Buyer also intends to obtain a lender's title insurance policy in connection with the construction loan to be provided by Summit National Bank, N.A., as administrative agent, in the amount of Three Hundred Ninety Million and 00/100 Dollars ($390,000,000.00), covering both the Stonebridge Parcel and the Meridian Parcel. The coordination of the lender's title policy, including the satisfaction of any requirements imposed by the Title Company or Title Underwriter in connection therewith, shall be the responsibility and at the expense of Buyer.
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 the National Society of Professional Surveyors, including such Table A optional survey items as Buyer may specify. The target date for completion of the Survey is June 15, 2025.
The Survey shall be certified to the following parties: (i) Buyer (Ironhaven Data Centers LLC); (ii) Buyer's Counsel (Calderwood & Harkness LLP); (iii) Title Company (Fidelitas Title & Escrow, Inc.); (iv) Title Underwriter (Sovereign Title Insurance Company); and (v) Buyer's construction lender (Summit National Bank, N.A., as administrative agent). The Survey shall depict all boundary lines, easements, encroachments, overlaps, gaps, set-back lines, improvements, rights-of-way, flood zone designations, and other matters customarily shown on an ALTA/NSPS Land Title Survey.
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 Commitment or any exceptions to title shown therein ("Title Objections"). Any exception to title shown in the Title Commitment to which Buyer does not object within the Title Objection Period shall be deemed a Permitted Exception.
(b) Seller's Response. Within fifteen (15) days after Seller's receipt of Buyer's written notice of Title Objections (the "Seller's Title Cure Period"), Seller shall deliver written notice to Buyer stating whether Seller will cure, or agrees to cure, the Title Objections at or before Closing. If Seller fails to respond within such fifteen (15) day period, Seller shall be deemed to have declined to cure the Title Objections.
(c) Seller's Obligations. Seller shall not be obligated to take any action to cure any Title Objections; provided, however, that Seller shall use commercially reasonable efforts to cure and remove at or before Closing: (i) all monetary liens and encumbrances affecting the Property that were created by, through, or under Seller (including without limitation any deeds of trust, mortgages, judgments, mechanics' liens, and tax liens that can be satisfied by the payment of a sum certain); and (ii) any encumbrance or exception that Seller has affirmatively agreed in writing to cure. Notwithstanding the foregoing, Seller shall be obligated to remove at Closing all monetary liens and encumbrances of a definite or ascertainable amount that were created by, through, or under Seller, and such obligation shall not be subject to the commercially reasonable efforts standard.
(d) Buyer's Election. If Seller fails or declines to cure any Title Objections within the Seller's Title Cure Period, Buyer shall have the following options, exercisable by written notice to Seller delivered within ten (10) days after the expiration of the Seller's Title Cure Period (and the Closing Date shall be extended, if necessary, to accommodate such period):
(i) Waiver. Buyer may waive the Title Objections and proceed to Closing, in which event the uncured Title Objections shall be deemed Permitted Exceptions; or
(ii) Termination. Buyer may terminate this Agreement by written notice to Seller, in which event the Earnest Money Deposit (less the $100.00 Independent Consideration) shall be returned to Buyer in accordance with Section 10.3, and thereafter neither Party shall have any further rights, obligations, or liabilities hereunder, except for those obligations that expressly survive termination.
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 though fully set forth herein. Any matter shown on the Survey to which Buyer does not timely object in accordance with this Section 4.4 shall be deemed a Permitted Exception.
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 all applicable zoning ordinances, regulations, and building codes imposed by Loudoun County or any other Governmental Authority.
(c) All easements, covenants, conditions, restrictions, and encumbrances of record that have been approved by Buyer, or that are deemed approved by Buyer, in accordance with the title objection procedures set forth in Section 4.3 of this Agreement.
(d) Standard printed exceptions appearing in the Title Commitment that have been approved or deemed approved by Buyer, including any standard survey exception that may be deleted upon delivery of the Survey.
(e) Matters shown on the Survey that have been approved or deemed approved by Buyer in accordance with Section 4.4 of this Agreement.
(f) Rights of Vantage Power Cooperative, or any other public or private utility provider, pursuant to utility easements of record, to the extent such easements do not materially interfere with the intended development and use of the Property for data center purposes.
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 Ashford, as Managing Member of Seller, has full power and authority to execute, deliver, and perform this Agreement on behalf of Seller. The execution, delivery, and performance of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary action on the part of Seller, and no other consent, approval, authorization, or action by any member, manager, or other person is required. This Agreement has been duly executed and delivered by Seller and constitutes the legal, valid, and binding obligation of Seller, enforceable against Seller in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, and other similar laws affecting creditors' rights generally and to general principles of equity.
(b) Title. Seller holds fee simple title to the Property, free and clear of all liens, encumbrances, mortgages, deeds of trust, security interests, options, leases, and other charges or claims of any kind or nature, except for the Permitted Exceptions and matters disclosed in the Title Commitment. No person or entity other than Buyer has any right, option, or agreement to acquire the Property or any interest therein, except as may be disclosed in writing to Buyer.
(c) No Violations. To Seller's knowledge, no notices of violation of any federal, state, or local law, ordinance, regulation, code, rule, or order have been issued or received by Seller with respect to the Property that remain uncured or unresolved as of the Effective Date. To Seller's knowledge, the Property is in compliance in all material respects with all applicable laws, ordinances, rules, regulations, and orders of all Governmental Authorities having jurisdiction over the Property.
(d) Environmental Matters. To Seller's knowledge, no hazardous substances, hazardous wastes, toxic substances, petroleum products, pollutants, or contaminants (as such terms are defined under applicable federal, state, or local environmental laws, including without limitation, the Comprehensive Environmental Response, Compensation, and Liability Act (42 U.S.C. Section 9601 et seq.), the Resource Conservation and Recovery Act (42 U.S.C. Section 6901 et seq.), and the Virginia Waste Management Act (Va. Code Ann. Section 10.1-1400 et seq.)) have been generated, stored, treated, released, discharged, or disposed of on, under, or from the Property in violation of applicable environmental laws. Seller has not received any notice, claim, demand, order, or directive from any Governmental Authority or any third party regarding any actual or alleged environmental contamination of or remediation obligation with respect to the Property.
(e) Litigation. There is no pending, or to Seller's knowledge, threatened litigation, action, suit, claim, investigation, arbitration, condemnation proceeding, or administrative proceeding of any kind affecting the Property or Seller's ability to perform its obligations under this Agreement. To Seller's knowledge, no facts or circumstances exist that could reasonably be expected to give rise to any such litigation, action, or proceeding.
(f) Leases and Contracts. There are no leases, subleases, licenses, occupancy agreements, management agreements, maintenance agreements, service contracts, or other agreements of any kind affecting the Property or binding upon the Property that will survive or be binding after the Closing, except as disclosed in Schedule 5.1(f) attached hereto. Seller has not entered into any agreement or commitment to enter into any lease, license, or occupancy agreement affecting the Property that has not been disclosed to Buyer.
(g) Assessments. There are no pending or confirmed special assessments, impact fees, or exactions against the Property, except as disclosed to Buyer in writing. To Seller's knowledge, no Governmental Authority has announced or proposed any special assessment or improvement district that would result in a lien or charge against the Property.
(h) Mechanics' Liens. No work, labor, services, or materials have been furnished to or performed on the Property within the applicable statutory period under the Virginia mechanic's lien statute (Va. Code Ann. Section 43-1 et seq.) that could give rise to any mechanic's, materialman's, or contractor's lien claim against the Property. To Seller's knowledge, no event has occurred that could give rise to any such lien claim.
(i) FIRPTA. Seller is not a "foreign person" as that term is defined in Section 1445 of the Internal Revenue Code of 1986, as amended (the "Code"), and the regulations promulgated thereunder. Seller's United States taxpayer identification number (EIN) is 84-6120983.
(j) No Bankruptcy. Seller has not (i) made a general assignment for the benefit of creditors, (ii) filed any voluntary petition in bankruptcy or suffered the filing of any involuntary petition by Seller's creditors, (iii) suffered the appointment of a receiver to take possession of all or substantially all of Seller's assets, (iv) suffered the attachment or other judicial seizure of all or substantially all of Seller's assets, (v) admitted in writing its inability to pay its debts as they come due, or (vi) made an offer of settlement, extension, or composition to its creditors generally. There is no proceeding pending or, to Seller's knowledge, threatened with respect to any of the foregoing.
(k) No Options or Rights of First Refusal. Except as disclosed to Buyer in writing, no third party holds any option, right of first refusal, right of first offer, or other preferential right to acquire all or any portion of the Property. No agreement or obligation exists that grants any third party such a right, and Seller has not entered into any negotiations or discussions with any third party regarding the sale or disposition of the Property.
(l) Utilities. To Seller's knowledge, the Property has access to public water, public sanitary sewer, and electric service sufficient to serve the current condition of the Property. Electric service is available from Vantage Power Cooperative. To Seller's knowledge, there are no moratoriums, allocations, restrictions, or limitations on utility service to the Property that would prevent or materially impair development of the Property for its intended use.
(m) Flood Zone. To Seller's knowledge, no portion of the Property lies within a Federal Emergency Management Agency (FEMA) designated special flood hazard area (Zone A, AE, V, or VE) as shown on the effective Flood Insurance Rate Map (FIRM) for Loudoun County, Virginia.
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 verification on the part of Theodore Ashford or any other person, and without imputation of knowledge from any other person or entity to Theodore Ashford. Theodore Ashford shall have no personal liability for any inaccuracy in any representation or warranty of Seller contained in this Agreement.
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 the nature of the breach and the damages sought has been delivered to Seller within such twelve (12) month period. Notwithstanding the foregoing, Seller's representations and warranties set forth in Section 5.1(d) (Environmental Matters) and Section 5.1(i) (FIRPTA) shall survive the Closing for a period of twenty-four (24) months after the Closing Date and shall not merge with the Deed during such survival period.
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 Virginia. Buyer has full limited liability company power and authority to execute, deliver, and perform this Agreement and to consummate the transactions contemplated hereby. The execution, delivery, and performance of this Agreement have been duly authorized by all necessary limited liability company action on the part of Buyer. Marcus Thorne, Chief Executive Officer, and Priya Dasgupta, Chief Financial Officer, are duly authorized signatories of Buyer with respect to this Agreement and the transactions contemplated hereby. This Agreement has been duly executed and delivered by Buyer and constitutes the legal, valid, and binding obligation of Buyer, enforceable against Buyer in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, and other similar laws affecting creditors' rights generally and to general principles of equity.
(b) No Violations. The execution, delivery, and performance of this Agreement by Buyer and the consummation of the transactions contemplated hereby do not and will not (i) violate any provision of Buyer's certificate of formation or operating agreement, (ii) violate any law, regulation, rule, order, judgment, decree, or injunction applicable to Buyer or its properties, or (iii) result in a breach of, or constitute a default under, any agreement, instrument, or obligation to which Buyer is a party or by which Buyer or any of its assets may be bound.
(c) Financial Capacity. Buyer has, or will have at or prior to the Closing, sufficient cash, committed equity capital, and/or committed debt financing to consummate the purchase of the Property and to pay the Purchase Price in full at Closing. Buyer's equity sponsor for the Stonebridge Data Center Campus development is Ridgeline Capital Partners Fund IV, LP, a Delaware limited partnership. Buyer's anticipated construction lender is Summit National Bank, N.A., as administrative agent. The representations set forth in this Section 6.1(c) shall not be construed to make Closing conditioned upon Buyer's obtaining financing; Buyer's obligation to close is not contingent upon its receipt of financing.
(d) No Bankruptcy. Buyer has not (i) filed any voluntary petition in bankruptcy, (ii) been the subject of any involuntary petition in bankruptcy, (iii) made a general assignment for the benefit of creditors, (iv) suffered the appointment of a receiver or trustee to take possession of all or substantially all of Buyer's assets, or (v) admitted in writing its inability to pay its debts as they come due.
(e) OFAC Compliance. Neither Buyer nor any of its affiliates, members, managers, officers, directors, or controlling persons is (i) designated on any list of blocked persons, specially designated nationals, or denied parties maintained by the United States Department of the Treasury's Office of Foreign Assets Control ("OFAC"), the United States Department of State, the United States Department of Commerce, or any other Governmental Authority, or (ii) owned or controlled by, or acting on behalf of, any person or entity so designated.
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 environmental hazard or increase the risk of environmental contamination.
(b) No New Encumbrances. Seller shall not, without the prior written consent of Buyer (which consent may be withheld in Buyer's sole discretion), create, place, permit, or suffer to exist any new liens, mortgages, deeds of trust, encumbrances, leases, licenses, easements, restrictive covenants, or other restrictions or charges upon or affecting the Property.
(c) No Alterations. Seller shall not make any material alterations, improvements, or changes to the Property without the prior written consent of Buyer. For purposes of this Section, "material" means any alteration, improvement, or change that would cost more than Ten Thousand and 00/100 Dollars ($10,000.00) in the aggregate or would materially affect the physical condition, development potential, or value of the Property.
(d) Insurance. Seller shall maintain in full force and effect through the Closing Date its current insurance coverage on the Property, including any casualty, liability, and other insurance policies currently in effect.
(e) Compliance with Laws. Seller shall comply in all material respects with all applicable laws, ordinances, rules, regulations, and orders of all Governmental Authorities having jurisdiction over the Property.
(f) Cooperation. Seller shall reasonably cooperate with Buyer in Buyer's efforts to obtain governmental approvals, permits, and entitlements for the Property, including without limitation, Buyer's Zoning Modification Application (ZMOD) (expected Docket No. ZMOD-2025-0038) and any other land use, environmental, or utility applications or approvals sought by Buyer; provided, however, that Seller shall not be required to incur any material out-of-pocket cost or expense in connection with such cooperation (other than reasonable attorneys' fees for review of documents requiring Seller's signature or joinder), and provided further that Seller shall not be required to make any representations, warranties, or commitments to any Governmental Authority that would survive the Closing or that would be binding on Seller after Closing.
(g) Notice of Changes. Seller shall promptly notify Buyer in writing of (i) any material adverse change in the condition of the Property, (ii) any event or circumstance that would render any of Seller's representations and warranties inaccurate in any material respect, (iii) any condemnation or eminent domain proceeding commenced or threatened against the Property, (iv) any litigation, claim, or proceeding commenced or threatened against the Property or against Seller relating to the Property, and (v) any notice received from any Governmental Authority relating to the Property.
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, investigations, and due diligence activities on and with respect to the Property in accordance with the terms and conditions of Article 3, including without limitation the access, insurance, indemnification, and restoration requirements of Section 3.5.
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 owned by Ironhaven Data Centers LLC in connection with the construction financing for the Stonebridge Data Center Campus; provided, however, that (i) Buyer shall deliver written notice of such assignment to Seller not later than ten (10) days prior to the Closing Date, together with a copy of the instrument of assignment, (ii) the assignee shall assume in writing all of Buyer's obligations under this Agreement, and (iii) notwithstanding any such assignment, Buyer (Ironhaven Data Centers LLC) shall remain jointly and severally liable with the assignee for the performance of all of Buyer's obligations hereunder.
(b) Other Assignments. Buyer shall not assign its rights or obligations under this Agreement to any person or entity that is not an affiliate of Buyer as described in Section 7.3(a) without the prior written consent of Seller, which consent shall not be unreasonably withheld, conditioned, or delayed.
(c) No Release. No assignment permitted or consented to under this Section 7.3 shall release or relieve Buyer (Ironhaven Data Centers LLC) of its obligations under this Agreement unless Seller expressly agrees in writing to such release.
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 acknowledges and agrees that the approval or denial of the ZMOD application or any other zoning, land use, or governmental approval sought by Buyer is not a condition precedent to Buyer's obligation to consummate the purchase of the Property at Closing under this Agreement, unless specifically set forth as a condition precedent in Article 9. Buyer shall be solely responsible for all costs, expenses, and fees associated with the ZMOD application and any other governmental approvals sought by Buyer.
ARTICLE 8 — CLOSING
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, Virginia 20147, or, if mutually agreed by the Parties, by a mail-away closing whereby all documents and funds are delivered to the Escrow Agent by courier, overnight delivery, or electronic transmission, and the Escrow Agent is authorized to conduct the settlement, record the Deed, and disburse funds upon satisfaction of all closing conditions. Regardless of the method of closing, all deliverables required to be made at Closing shall be delivered to or through the Escrow Agent.
Section 8.2 — Seller's Deliveries at Closing