LOUDOUN COUNTY CIRCUIT COURT CLERK — RECORDING SPACE RESERVED ABOVE THIS LINE
SPECIAL WARRANTY DEED
Tax Map Reference: Loudoun County Tax Map Ref. /95-4A-2///
Consideration: $19,400,000.00
Prepared by and return to:
Calderwood & Harkness LLP 1900 K Street NW, Suite 800 Washington, DC 20006
Attention: Cynthia Ho, Esq.
Grantee's address for tax assessment purposes:
c/o Ironhaven Data Centers LLC 44680 Prentice Drive, Suite 200 Ashburn, VA 20147
Exemption from recordation taxes, if applicable, is claimed under Virginia Code § 58.1-811 et seq. Grantors' tax and recordation tax are computed on the stated consideration of $19,400,000.00 and shall be paid at the time of recording in accordance with the requirements of the Clerk of the Circuit Court of Loudoun County, Virginia. This instrument is submitted for recording pursuant to Virginia Code § 55.1-300 et seq.
SPECIAL WARRANTY DEED
THIS SPECIAL WARRANTY DEED (this "Deed") is made as of the _ day of ___, 2025 (the "Effective Date"),
BY AND BETWEEN:
MERIDIAN ACRES LLC, a Virginia limited liability company, whose address is 3401 Old Ox Road, Sterling, Virginia 20166, managed by Theodore Ashford as its Managing Member (hereinafter referred to as "Grantor"),
AND
STONEBRIDGE CAMPUS HOLDINGS LLC, a Virginia limited liability company, whose address is c/o Ironhaven Data Centers LLC, 44680 Prentice Drive, Suite 200, Ashburn, Virginia 20147 (hereinafter referred to as "Grantee").
Stonebridge Campus Holdings LLC is a single-purpose entity wholly owned by Ironhaven Data Centers LLC, a Delaware limited liability company.
GRANTING CLAUSE
KNOW ALL MEN BY THESE PRESENTS, that the Grantor, for and in consideration of the sum of NINETEEN MILLION FOUR HUNDRED THOUSAND AND 00/100 DOLLARS ($19,400,000.00), and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, does hereby GRANT, BARGAIN, SELL and CONVEY, with SPECIAL WARRANTY OF TITLE, unto the Grantee, Stonebridge Campus Holdings LLC, a Virginia limited liability company, the following described property in fee simple:
All that certain lot or parcel of land, together with all improvements thereon and all appurtenances thereto belonging, situate, lying and being in unincorporated Loudoun County, Commonwealth of Virginia, containing approximately nineteen and four-tenths (19.4) acres, more or less, as more particularly described by metes and bounds in Exhibit A attached hereto and incorporated herein by this reference (the "Property").
The Property is identified for tax assessment purposes as Loudoun County Tax Map Reference Number /95-4A-2///, and is located adjacent to the Stonebridge Parcel on the east, in the vicinity of Belmont Ridge Road and Stonebridge Boulevard, Ashburn, Virginia 20148.
TOGETHER WITH all improvements, buildings, structures, and fixtures located thereon; all rights, privileges, tenements, easements, appurtenances, and hereditaments thereunto belonging or in anywise appertaining; and including, without limitation, any and all right, title, and interest of Grantor in and to any streets, roads, alleys, strips, gores, or rights-of-way abutting, adjacent to, or serving the Property, whether public or private, open or proposed, and any award made or to be made in connection therewith, and any unpaid award for damage thereto by reason of any change of grade of any such street, road, alley, or right-of-way.
HABENDUM CLAUSE
TO HAVE AND TO HOLD the above-described Property, together with all and singular the improvements, rights, privileges, easements, appurtenances, and hereditaments thereto belonging or in anywise appertaining, unto the said Grantee, Stonebridge Campus Holdings LLC, its successors and assigns, in fee simple, forever.
SPECIAL WARRANTY OF TITLE
Grantor covenants that it has the right to convey the Property herein described and that it has done no act to encumber the same, except as set forth herein. Grantor hereby covenants and agrees that it will WARRANT SPECIALLY the title to the Property hereby conveyed and will defend the same against all claims and demands of all persons claiming by, through, or under Grantor, but not otherwise.
For the avoidance of doubt, this Deed is a Special Warranty Deed and not a General Warranty Deed. Grantor does not warrant title against, nor does Grantor undertake to defend the Property against, any claims or demands arising by, through, or under any person or entity other than Grantor. The warranty contained herein extends solely to acts, omissions, encumbrances, and defects in title caused or suffered by Grantor during the period of Grantor's ownership of the Property.
Grantor further covenants that the Property is free and clear of all liens, encumbrances, charges, and claims made or suffered by Grantor, except for the Permitted Exceptions as specifically set forth on Exhibit B attached hereto and incorporated herein by this reference (collectively, the "Permitted Exceptions").
SUBJECT-TO / PERMITTED EXCEPTIONS
This conveyance is made expressly subject to the Permitted Exceptions set forth and more particularly described in Exhibit B attached hereto, which include, without limitation, the following:
1. Real property taxes and assessments for the current tax year and all subsequent tax years, not yet due and payable, subject to proration as of the date of closing as provided herein;
2. All matters shown on the title commitment issued by Fidelitas Title & Escrow, Inc. (underwritten by Sovereign Title Insurance Company), having an effective date of April 10, 2025 (the "Title Commitment"), to the extent not objected to or waived by Grantee in accordance with the terms of the Purchase and Sale Agreement (as defined below);
3. All easements, restrictions, covenants, conditions, reservations, and rights-of-way of record affecting the Property;
4. All applicable zoning ordinances and regulations of Loudoun County, Virginia, including, without limitation, the current zoning classification of PD-IP (Planned Development – Industrial Park), and all conditions, proffers, and development conditions associated therewith;
5. Any state of facts that an accurate survey or physical inspection of the Property would reveal; and
6. All applicable laws, ordinances, statutes, rules, orders, and governmental regulations affecting the Property, including, without limitation, those pertaining to environmental protection, wetlands, stormwater management, and land use.
TAX PRORATION AND ASSESSMENT
Real estate taxes and assessments levied against the Property shall be prorated between Grantor and Grantee as of 12:01 a.m. on the date of settlement, with Grantor being responsible for all such taxes and assessments attributable to the period prior to and including the date of settlement, and Grantee being responsible for all such taxes and assessments attributable to the period after the date of settlement. The specific proration calculations are set forth on the settlement statement executed by the parties in connection with the closing of this transaction. The Meridian Parcel is subject to the real property tax assessment of the Commissioner of the Revenue for Loudoun County, Virginia. In the event that any supplemental or revised tax assessment is issued following the recording of this Deed that relates, in whole or in part, to the period prior to the date of settlement, Grantor shall be responsible for the payment of such taxes attributable to Grantor's period of ownership, and such obligation shall survive the delivery and recording of this Deed.
GRANTOR AUTHORITY REPRESENTATIONS
Grantor hereby represents and warrants to Grantee, as of the date of this Deed, as follows:
(a) Meridian Acres LLC is a Virginia limited liability company duly organized, validly existing, and in good standing under the laws of the Commonwealth of Virginia, and is duly registered with the Virginia State Corporation Commission.
(b) Theodore Ashford, in his capacity as Managing Member of Meridian Acres LLC, is duly authorized to execute and deliver this Deed on behalf of Grantor, and the execution, delivery, and performance of this Deed have been duly authorized by all necessary action on the part of Grantor's members, and no further consent, approval, or authorization of any member, manager, or other person or entity is required in connection herewith.
(c) The Employer Identification Number (EIN) of Grantor is 84-6120983.
(d) The execution and delivery of this Deed by Grantor does not violate any agreement, instrument, order, judgment, decree, law, or regulation to which Grantor is a party or by which Grantor or the Property is bound, and does not require the consent of any third party that has not been obtained.
FIRPTA / WITHHOLDING CERTIFICATION
Grantor hereby certifies that Grantor is not a "foreign person" within the meaning of Section 1445 of the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder. In connection with the closing of this transaction, Grantor has delivered to Grantee a separate Non-Foreign Person Affidavit and Certification (the "FIRPTA Certificate") in the form required by applicable law, confirming that no withholding of any portion of the consideration paid hereunder is required under the Foreign Investment in Real Property Tax Act. The FIRPTA Certificate is incorporated herein by this reference and shall survive the recording of this Deed.
GOVERNING LAW
This Deed shall be governed by, construed, and enforced in accordance with the laws of the Commonwealth of Virginia, without regard to conflict of laws principles.
EXECUTION
IN WITNESS WHEREOF, Grantor has caused this Special Warranty Deed to be duly executed and delivered as of the date first written above.
GRANTOR:
MERIDIAN ACRES LLC, a Virginia limited liability company
By: ________
Name: Theodore Ashford
Title: Managing Member
Date: ________
WITNESSES:
________________________________________
Witness No. 1
Printed Name: ________
________________________________________
Witness No. 2
Printed Name: ________
NOTARY ACKNOWLEDGMENT — GRANTOR
COMMONWEALTH OF VIRGINIA COUNTY/CITY OF ____
The foregoing instrument was acknowledged before me this _ day of ___, 2025, by Theodore Ashford, as Managing Member of Meridian Acres LLC, a Virginia limited liability company, on behalf of said company. He/she is personally known to me or has produced ________ as identification.
________________________________________
Notary Public
Printed Name: ________
My Commission Expires: ________ Notary Registration Number: ________
[NOTARIAL SEAL]
ACCEPTANCE BY GRANTEE
Grantee hereby accepts the conveyance of the Property described herein, subject to the terms, conditions, and Permitted Exceptions set forth in this Deed.
GRANTEE:
STONEBRIDGE CAMPUS HOLDINGS LLC, a Virginia limited liability company
By: Ironhaven Data Centers LLC,
a Delaware limited liability company, its sole member
By: ________
Name: Marcus Thorne
Title: Chief Executive Officer
Date: ________
Note: Grantee acceptance is not required under Virginia law for the conveyance to be effective but is included at the request of Fidelitas Title & Escrow, Inc. and Sovereign Title Insurance Company in connection with the issuance of the owner's title insurance policy.
EXHIBIT A
LEGAL DESCRIPTION OF THE PROPERTY
All that certain lot or parcel of land situate, lying and being in unincorporated Loudoun County, Commonwealth of Virginia, containing approximately nineteen and four-tenths (19.4) acres, more or less, and being more particularly described as follows:
[To be inserted — Full metes and bounds legal description per ALTA/NSPS Land Title Survey prepared by Lumen Ridge Engineering, PLLC, project principal Carlos Esteban, PE, LS. Survey completion target: June 15, 2025. The legal description shall conform to the survey and shall be reviewed and approved by Calderwood & Harkness LLP and Fidelitas Title & Escrow, Inc. prior to insertion.]
The Property is located adjacent to the Stonebridge Parcel on the east, in the vicinity of Belmont Ridge Road and Stonebridge Boulevard, Ashburn, Virginia 20148.
Tax Map Reference: Loudoun County Tax Map Reference Number /95-4A-2///
PIN: Loudoun County Tax Map /95-4A-2///
Being the same property conveyed to Meridian Acres LLC by deed recorded among the land records of the Clerk of the Circuit Court of Loudoun County, Virginia, in Deed Book __, at Page __ (Instrument Number __). [Prior deed reference and recording information to be confirmed from the title commitment dated April 10, 2025, issued by Fidelitas Title & Escrow, Inc., underwritten by Sovereign Title Insurance Company.]
EXHIBIT B
PERMITTED EXCEPTIONS
The conveyance made by this Deed is subject to the following Permitted Exceptions:
1. Real Property Taxes and Assessments. Real estate taxes and assessments for the current tax year and all subsequent tax years, not yet due and payable, prorated as of the date of settlement in accordance with the terms of this Deed and the settlement statement executed in connection herewith.
2. Title Commitment Matters. All easements, covenants, conditions, restrictions, encumbrances, and other matters disclosed in the title commitment issued by Fidelitas Title & Escrow, Inc. (Commitment No. __), underwritten by Sovereign Title Insurance Company, with an effective date of April 10, 2025, and all supplements and endorsements thereto, to the extent such matters were not objected to by Grantee or were waived by Grantee in accordance with the Purchase and Sale Agreement dated April 22, 2025, between Meridian Acres LLC, as Seller, and Ironhaven Data Centers LLC, as Buyer (the "Purchase and Sale Agreement"), as assigned to Stonebridge Campus Holdings LLC.
3. Zoning Ordinances and Governmental Regulations. All applicable zoning ordinances, regulations, proffers, and development conditions of Loudoun County, Virginia, including the current zoning classification of PD-IP (Planned Development – Industrial Park), and all ordinances, regulations, and requirements of any governmental authority having jurisdiction over the Property.
4. Rights-of-Way and Utility Easements. All rights-of-way, utility easements, and related encumbrances of record, including, without limitation, any existing easements for water, sewer, electric, gas, telecommunications, fiber optic, stormwater, and other utility routing, whether recorded or otherwise apparent from inspection or survey.
5. Survey Matters. All matters shown, disclosed, or revealed on the ALTA/NSPS Land Title Survey of the Property to be completed by Lumen Ridge Engineering, PLLC (Carlos Esteban, PE, project principal), including, without limitation, setback lines, boundary encroachments, flood zone designations, wetlands areas, and physical conditions of the Property.
6. Additional Specific Exceptions. [Additional specific exceptions to be inserted following completion of the title objection and cure process between Calderwood & Harkness LLP (Grace Nakamura, Esq.) representing Grantee and Dunleavy & Marsh, PLLC (Fiona Dunleavy, Esq.) representing Grantor. The final list of Permitted Exceptions shall conform with those approved in the Purchase and Sale Agreement dated April 22, 2025, between Meridian Acres LLC (Seller) and Ironhaven Data Centers LLC (Buyer), as assigned to Stonebridge Campus Holdings LLC.]
The Permitted Exceptions set forth in this Exhibit B shall conform in all respects with the Permitted Exceptions approved pursuant to Article VII of the Purchase and Sale Agreement dated April 22, 2025, between Meridian Acres LLC, as Seller, and Ironhaven Data Centers LLC, as Buyer, as assigned to Stonebridge Campus Holdings LLC by Assignment and Assumption of Purchase and Sale Agreement dated __, 2025.
[End of Special Warranty Deed]