1043-00002 · Ironhaven Data Centers LLC · Land Acquisition/Stonebridge

assignment-assumption-stonebridge-psa.docx DOCUMENT Real Estate

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ASSIGNMENT AND ASSUMPTION AGREEMENT

(Purchase and Sale Agreement — Stonebridge Parcel)

CONFIDENTIAL — PREPARED BY CALDERWOOD & HARKNESS LLP

Dated as of ___, 2025

This ASSIGNMENT AND ASSUMPTION AGREEMENT (this "Agreement") is made and entered into as of the date set forth on the signature pages hereto (the "Effective Date"), by and among:

(1) IRONHAVEN DATA CENTERS LLC, a Delaware limited liability company (the "Assignor" or "IHDC"), having its principal office at 44680 Prentice Drive, Suite 200, Ashburn, Virginia 20147;

(2) STONEBRIDGE CAMPUS HOLDINGS LLC, a Virginia limited liability company (the "Assignee"), having its principal office at c/o Ironhaven Data Centers LLC, 44680 Prentice Drive, Suite 200, Ashburn, Virginia 20147;

and acknowledged and consented to by:

(3) BLACKTHORN REALTY GROUP, INC., a Virginia corporation (the "Seller"), having its principal office at 112 East Market Street, Suite 400, Leesburg, Virginia 20176; and

(4) FIDELITAS TITLE & ESCROW, INC., a Virginia corporation (the "Escrow Agent"), having its office at 44121 Harry Byrd Highway, Suite 120, Ashburn, Virginia 20147.

Assignor and Assignee are sometimes referred to herein individually as a "Party" and collectively as the "Parties." Seller and Escrow Agent are sometimes referred to herein as the "Acknowledging Parties."

RECITALS

WHEREAS, reference is made to that certain Purchase and Sale Agreement dated as of April 15, 2025 (as the same may be amended, restated, supplemented, or otherwise modified from time to time, the "PSA"), by and between Blackthorn Realty Group, Inc., a Virginia corporation, as seller ("Seller"), and Ironhaven Data Centers LLC, a Delaware limited liability company, as buyer ("Assignor" or "IHDC"), for the purchase and sale of certain real property consisting of approximately 62.0 acres located at the northeast corner of Belmont Ridge Road and Stonebridge Boulevard, in unincorporated Loudoun County, Virginia 20148, identified on the Loudoun County land records as Tax Map Reference /95-4A-1/// (the "Stonebridge Parcel" or the "Property"), at a purchase price of Fifty-Eight Million Five Hundred Thousand and No/100 Dollars ($58,500,000.00), a complete copy of which PSA (together with all exhibits and schedules thereto) is attached hereto as Exhibit A and incorporated herein by this reference;

WHEREAS, in connection with the PSA, Assignor deposited with Fidelitas Title & Escrow, Inc. (acting as escrow agent pursuant to that certain Escrow Agreement dated as of April 15, 2025, among Seller, Assignor, and Fidelitas Title & Escrow, Inc. (the "Escrow Agreement")) an aggregate earnest money deposit in the amount of Two Million Nine Hundred Twenty-Five Thousand and No/100 Dollars ($2,925,000.00) (the "Earnest Money Deposit"), of which One Million Four Hundred Sixty-Two Thousand Five Hundred and No/100 Dollars ($1,462,500.00) was deposited at execution of the PSA and the remaining One Million Four Hundred Sixty-Two Thousand Five Hundred and No/100 Dollars ($1,462,500.00) was deposited upon the expiration of the due diligence period on July 14, 2025, and the PSA is governed by the laws of the Commonwealth of Virginia;

WHEREAS, Assignor has caused the formation of Stonebridge Campus Holdings LLC, a Virginia limited liability company (the "Assignee"), as a single-purpose entity wholly owned by Assignor, for the purpose of acquiring, owning, developing, and operating the data center campus to be developed on the Property and the adjacent Meridian Parcel (as defined below) (the "Stonebridge Data Center Campus" or the "Project"), with Assignee's principal place of business located at c/o Ironhaven Data Centers LLC, 44680 Prentice Drive, Suite 200, Ashburn, Virginia 20147;

WHEREAS, Assignor desires to assign all of its right, title, and interest in and to the PSA to Assignee, and Assignee desires to assume all of Assignor's rights and obligations under the PSA, in each case effective as of the Effective Date and prior to the closing of the purchase and sale of the Stonebridge Parcel (the "Closing"), currently targeted for September 15, 2025, and this assignment is being made in connection with the project-level financing structure pursuant to which Assignee (as the single-purpose borrower entity) will be the party acquiring fee simple title to the Stonebridge Parcel and the adjacent approximately 19.4-acre parcel identified as Loudoun County Tax Map Reference /95-4A-2/// (the "Meridian Parcel") and encumbering the same pursuant to a senior secured construction loan facility in the aggregate principal amount of Three Hundred Ninety Million and No/100 Dollars ($390,000,000.00) (the "Construction Loan") with Summit National Bank, N.A., as administrative agent (the "Administrative Agent"), for a syndicate of lenders including Cascade Commercial Lending Corp. and Harborview Trust Company;

WHEREAS, Section [●] of the PSA permits the Buyer to assign its rights and obligations under the PSA to an entity controlled by or under common control with Buyer without the prior written consent of Seller (or, to the extent Seller's consent is required under the PSA, Seller has consented to such assignment or is consenting thereto concurrently herewith), and Stonebridge Campus Holdings LLC qualifies as such an entity by virtue of being wholly owned by Ironhaven Data Centers LLC; and

WHEREAS, notwithstanding the foregoing assignment and assumption, Assignor intends to remain liable for certain obligations under the PSA as more fully set forth herein, and Seller has required Assignor's continued liability as a condition to consenting to (or acknowledging) this assignment.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties and Acknowledging Parties hereby agree as follows:

ARTICLE I — DEFINITIONS

Section 1.1 — Defined Terms. As used in this Agreement, the following terms shall have the meanings set forth below:

"Administrative Agent" means Summit National Bank, N.A., in its capacity as administrative agent under the Construction Loan.

"Agreement" means this Assignment and Assumption Agreement, as the same may be amended, restated, supplemented, or otherwise modified from time to time in accordance with the terms hereof.

"Assignee" means Stonebridge Campus Holdings LLC, a Virginia limited liability company.

"Assignor" means Ironhaven Data Centers LLC, a Delaware limited liability company.

"Closing" means the closing of the purchase and sale of the Property pursuant to the PSA, currently targeted for September 15, 2025, or such other date as may be established in accordance with the terms of the PSA.

"Construction Loan" means the senior secured construction loan facility in the aggregate principal amount of Three Hundred Ninety Million and No/100 Dollars ($390,000,000.00) to be provided by the Construction Loan Lenders with Summit National Bank, N.A. as Administrative Agent.

"Construction Loan Lenders" means, collectively, Summit National Bank, N.A., Cascade Commercial Lending Corp., Harborview Trust Company, and any other financial institution from time to time party to the construction loan documents as a lender.

"Earnest Money Deposit" means the aggregate earnest money deposit of Two Million Nine Hundred Twenty-Five Thousand and No/100 Dollars ($2,925,000.00) deposited with the Escrow Agent under the Escrow Agreement in connection with the PSA.

"Effective Date" means the date set forth on the signature pages hereto.

"Escrow Agent" means Fidelitas Title & Escrow, Inc., a Virginia corporation, in its capacity as escrow agent under the Escrow Agreement.

"Escrow Agreement" means that certain Escrow Agreement dated as of April 15, 2025, among Seller, Assignor, and Fidelitas Title & Escrow, Inc., as the same may be amended from time to time.

"Meridian Parcel" means the approximately 19.4-acre parcel of real property identified as Loudoun County Tax Map Reference /95-4A-2///, adjacent to the Property.

"Project" means the Stonebridge Data Center Campus to be developed on the Property and the Meridian Parcel.

"Property" means the Stonebridge Parcel, being approximately 62.0 acres of real property located at the northeast corner of Belmont Ridge Road and Stonebridge Boulevard, in unincorporated Loudoun County, Virginia 20148, identified as Loudoun County Tax Map Reference /95-4A-1///, and more particularly described on Exhibit B attached hereto and incorporated herein by this reference.

"PSA" means that certain Purchase and Sale Agreement dated as of April 15, 2025, by and between Seller and Assignor, as the same may be amended, restated, supplemented, or otherwise modified from time to time, a copy of which is attached hereto as Exhibit A.

"Seller" means Blackthorn Realty Group, Inc., a Virginia corporation.

"Title Company" means Fidelitas Title & Escrow, Inc., in its capacity as title agent for Sovereign Title Insurance Company, the title underwriter.

Section 1.2 — Incorporation of PSA Definitions. Capitalized terms used but not otherwise defined in this Agreement shall have the meanings ascribed to such terms in the PSA. In the event of any conflict between the definitions set forth in this Agreement and the definitions set forth in the PSA, the definitions set forth in this Agreement shall control solely for purposes of interpreting this Agreement.

ARTICLE II — ASSIGNMENT

Section 2.1 — Assignment of PSA. Effective as of the Effective Date, Assignor hereby irrevocably assigns, transfers, sets over, and conveys to Assignee all of Assignor's right, title, and interest in, to, and under the PSA, including, without limitation, the following:

(a) All rights to acquire the Property for the purchase price of Fifty-Eight Million Five Hundred Thousand and No/100 Dollars ($58,500,000.00), subject to and in accordance with the terms and conditions of the PSA;

(b) All rights in and to the Earnest Money Deposit of Two Million Nine Hundred Twenty-Five Thousand and No/100 Dollars ($2,925,000.00) currently held by Fidelitas Title & Escrow, Inc. as Escrow Agent, including, without limitation, the right to receive a return or refund of the Earnest Money Deposit in accordance with the terms of the PSA and the Escrow Agreement, and the right to direct the application of the Earnest Money Deposit as a credit toward the purchase price at Closing;

(c) All rights to receive any credits, prorations, adjustments, or refunds under the PSA, including, without limitation, any prorations of real estate taxes, assessments, utility charges, and other items customarily prorated in connection with the conveyance of commercial real property in Loudoun County, Virginia;

(d) All rights under any representations, warranties, covenants, and indemnities of Seller set forth in the PSA, including, without limitation, any rights to assert claims against Seller for breach thereof during any applicable survival period;

(e) All rights to receive the Special Warranty Deed and all other closing deliverables from Seller at the Closing, including, without limitation, any bill of sale, assignment of leases, assignment of contracts, FIRPTA affidavit, owner's affidavit, and such other instruments and documents as Seller is required to deliver pursuant to the PSA;

(f) All rights under any due diligence materials, reports, studies, or investigations delivered or made available by Seller to Assignor in connection with the PSA, including, without limitation, the title commitment (Commitment No. FTE-2025-04892) issued by Fidelitas Title & Escrow, Inc. (underwritten by Sovereign Title Insurance Company) with an effective date of April 3, 2025, the ALTA/NSPS land title survey of the Property, all Phase I and Phase II environmental site assessments and related reports prepared by Pendleton Environmental Associates, Inc., geotechnical reports, wetlands delineation reports, and all other studies, inspections, and investigations conducted during the due diligence period; and

(g) All other rights, benefits, privileges, and entitlements of the "Buyer" under the PSA, whether now existing or hereafter arising.

Section 2.2 — Effective Date of Assignment. The assignment effected by Section 2.1 shall be effective as of the Effective Date. From and after the Effective Date, Assignee shall be deemed the "Buyer" under the PSA for all purposes, and all references to the "Buyer" or "Purchaser" in the PSA shall be deemed to refer to Assignee, subject to and without limiting Assignor's continuing obligations under Article IV hereof. Assignor shall have no further rights under the PSA from and after the Effective Date, except as expressly set forth in this Agreement.

ARTICLE III — ASSUMPTION

Section 3.1 — Assumption by Assignee. Assignee hereby expressly assumes and agrees to perform, observe, fulfill, and discharge, fully, faithfully, and in a timely manner, all of the obligations, duties, liabilities, and responsibilities of the "Buyer" under the PSA arising from and after the Effective Date of this Assignment, including, without limitation, the following:

(a) The obligation to pay the purchase price of Fifty-Eight Million Five Hundred Thousand and No/100 Dollars ($58,500,000.00) at the Closing, subject to the application of the Earnest Money Deposit and any credits, prorations, or adjustments as provided in the PSA;

(b) The obligation to satisfy and comply with all conditions precedent to Closing set forth in the PSA, including, without limitation, the delivery of all closing documents and instruments required to be delivered by Buyer at Closing, the payment of all transfer taxes, recording fees, and other closing costs allocable to Buyer under the PSA, and the satisfaction of all other requirements for Closing as set forth in the PSA;

(c) All obligations regarding the Earnest Money Deposit, including, without limitation, the potential forfeiture of the Earnest Money Deposit as liquidated damages in favor of Seller in the event of Buyer's default under the PSA, to the extent provided therein;

(d) All indemnification obligations of Buyer under the PSA, including, without limitation, any obligation to indemnify, defend, and hold harmless Seller and its affiliates, members, managers, officers, directors, employees, agents, and representatives from and against any and all losses, claims, damages, liabilities, costs, and expenses arising out of or related to Buyer's breach of the PSA or Buyer's activities on or with respect to the Property;

(e) All post-closing obligations of Buyer under the PSA, including, without limitation, any obligations that survive the Closing pursuant to the terms of the PSA and any obligations arising under any post-closing agreements or instruments executed in connection with the Closing; and

(f) All other obligations, duties, liabilities, and responsibilities of the "Buyer" under the PSA, whether now existing or hereafter arising, and whether fixed, contingent, or otherwise.

Section 3.2 — Binding Effect on Assignee. Assignee hereby acknowledges that it has received and reviewed a true, correct, and complete copy of the PSA (and all amendments, exhibits, and schedules thereto), including any amendments listed on Schedule 1 hereto, and agrees to be bound by all of the terms, conditions, provisions, covenants, representations, and warranties thereof as if Assignee were an original party thereto and had executed the PSA as the "Buyer" on the date thereof. Assignee further acknowledges that it has conducted its own independent review of the PSA and the Property and is not relying on any representations or warranties of Assignor with respect to the Property, except as expressly set forth in this Agreement.

ARTICLE IV — RETAINED OBLIGATIONS AND GUARANTY OF ASSIGNOR

Section 4.1 — Assignor's Continuing Liability. Notwithstanding the assignment and assumption set forth in Articles II and III of this Agreement, and as a material inducement to Seller to consent to the assignment contemplated hereby, Assignor shall remain jointly and severally liable with Assignee for the full, faithful, and timely performance of all of the obligations of the "Buyer" under the PSA, including, but not limited to:

(a) Payment of the purchase price of Fifty-Eight Million Five Hundred Thousand and No/100 Dollars ($58,500,000.00) at Closing, together with all other amounts payable by Buyer under the PSA;

(b) Payment of any indemnification obligations arising under or pursuant to the PSA, including any losses, claims, damages, liabilities, costs, and expenses for which the Buyer is responsible under the PSA;

(c) Performance of all post-closing covenants and obligations of Buyer under the PSA, including any obligations that survive the Closing; and

(d) Compliance with all other terms, conditions, and provisions of the PSA applicable to the Buyer.

Section 4.2 — Nature of Guaranty. Assignor's liability under this Article IV shall constitute an absolute, unconditional, and irrevocable guaranty of the full and timely performance of all of Assignee's obligations under the PSA. This guaranty is a guaranty of payment and performance and not merely a guaranty of collection. Seller shall not be required to proceed first against Assignee, the Earnest Money Deposit, or any other collateral, security, or source of payment before enforcing its rights against Assignor under this Article IV. Assignor's liability hereunder shall not be diminished, released, impaired, or otherwise affected by any of the following:

(a) Any modification, amendment, supplement, restatement, extension, renewal, or waiver of or to the PSA or any provision thereof, whether or not Assignor is a party thereto or has notice thereof; provided, however, that Assignor's consent shall be required for any material modification of the PSA that increases the obligations of the Buyer thereunder;

(b) Any extension of time for performance of any obligation under the PSA, or any other indulgence granted by Seller to Assignee;

(c) Any bankruptcy, insolvency, reorganization, dissolution, liquidation, receivership, assignment for the benefit of creditors, or other similar proceeding involving or affecting Assignee;

(d) Any release, exchange, substitution, or impairment of any collateral or security for any obligation under the PSA;

(e) Any failure, delay, or omission by Seller to exercise any right, power, or remedy under the PSA or this Agreement; or

(f) Any other circumstance, event, or condition that might otherwise constitute a legal or equitable defense to, or discharge of, the obligations of a surety, guarantor, or accommodation party under applicable law.

Section 4.3 — Waivers. Assignor hereby waives, to the fullest extent permitted by applicable law:

(a) Any defense arising by reason of the incapacity, lack of authority, death, disability, dissolution, termination, or other defense of Assignee, or by reason of the cessation or limitation of the liability of Assignee from any cause other than full performance of all obligations under the PSA;

(b) Any right to require Seller to proceed against Assignee, the Earnest Money Deposit, or any other collateral, security, or other source of reimbursement or payment before proceeding against Assignor;

(c) Any defense based upon any change in the corporate, partnership, or limited liability company structure or ownership of Assignee;

(d) Notice of acceptance of this guaranty, notice of any default under the PSA, and any other notice or demand to which Assignor might otherwise be entitled under applicable law; and

(e) Any right of subrogation, reimbursement, contribution, or indemnity against Assignee or any other person or entity, and any right to enforce any remedy that Seller now has or may hereafter have against Assignee, until all obligations of the Buyer under the PSA have been fully performed and discharged.

ARTICLE V — REPRESENTATIONS AND WARRANTIES

Section 5.1 — Representations and Warranties of Assignor. Assignor hereby represents and warrants to Assignee and Seller, as of the Effective Date, as follows:

(a) Organization and Good Standing. Assignor is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware, and is duly qualified to transact business and is in good standing in the Commonwealth of Virginia (Virginia State Corporation Commission Entity ID S7491283). Assignor has all requisite limited liability company power and authority to own, lease, and operate its properties and to carry on its business as currently conducted.

(b) Authority; Binding Effect. Assignor has full power, authority, and legal right to execute, deliver, and perform this Agreement and to assign its rights and interests under the PSA as contemplated hereby. The execution, delivery, and performance of this Agreement by Assignor have been duly authorized by all necessary limited liability company action, including, without limitation, the requisite approval by the members and/or managers of Assignor, as evidenced by that certain Member Consent Resolution of Ironhaven Data Centers LLC dated on or about the date hereof. Marcus Thorne, in his capacity as Chief Executive Officer of Assignor, and Priya Dasgupta, in her capacity as Chief Financial Officer of Assignor, are each authorized to execute this Agreement on behalf of Assignor. This Agreement constitutes the legal, valid, and binding obligation of Assignor, enforceable against Assignor 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.

(c) No Conflicts. The execution, delivery, and performance of this Agreement by Assignor does not and will not (i) violate or conflict with the Certificate of Formation, Operating Agreement, or any other organizational document of Assignor, (ii) violate or conflict with, or result in a breach of, or constitute a default (or an event that, with notice or lapse of time, or both, would constitute a default) under, any contract, agreement, indenture, mortgage, deed of trust, loan agreement, or other instrument to which Assignor is a party or by which Assignor or any of its properties or assets is bound, or (iii) violate any statute, law, regulation, rule, judgment, order, decree, or governmental permit or license applicable to Assignor.

(d) PSA Status. The PSA is in full force and effect and has not been terminated. The PSA has not been amended, modified, supplemented, or otherwise changed, except as set forth on Schedule 1 hereto. No default or event of default by any party exists under the PSA as of the Effective Date, and no event has occurred or condition exists that, with the giving of notice or the passage of time, or both, would constitute a default or event of default under the PSA. Assignor has performed all obligations required to be performed by the Buyer under the PSA on or before the Effective Date.

(e) Earnest Money Deposit. The full Earnest Money Deposit of Two Million Nine Hundred Twenty-Five Thousand and No/100 Dollars ($2,925,000.00) has been deposited with Fidelitas Title & Escrow, Inc., as Escrow Agent, in accordance with the terms and conditions of the PSA and the Escrow Agreement, and said deposit is being held by the Escrow Agent as of the Effective Date. No portion of the Earnest Money Deposit has been returned, released, applied, forfeited, or otherwise disbursed.

(f) No Prior Assignment. Assignor has not previously assigned, transferred, pledged, hypothecated, encumbered, or otherwise disposed of any of its rights, title, or interests under the PSA, and there are no existing liens, claims, charges, security interests, or encumbrances on or with respect to Assignor's rights under the PSA.

Section 5.2 — Representations and Warranties of Assignee. Assignee hereby represents and warrants to Assignor and Seller, as of the Effective Date, as follows:

(a) Organization and Good Standing. Assignee is a limited liability company duly organized, validly existing, and in good standing under the laws of the Commonwealth of Virginia. Assignee has all requisite limited liability company power and authority to own, lease, and operate its properties and to carry on its business as currently conducted and as contemplated by this Agreement and the PSA. Assignee's federal Employer Identification Number (EIN) has been applied for or will be obtained promptly following formation.

(b) Single-Purpose Entity. Assignee has been formed as a single-purpose entity for the sole purpose of acquiring, owning, developing, financing, and operating the Property and the Project. Assignee shall at all times comply with the single-purpose entity covenants and requirements set forth in its Operating Agreement and as required by the Construction Loan Lenders and the Administrative Agent in connection with the Construction Loan, including, without limitation, the requirements that Assignee (i) shall not engage in any business or activity other than the acquisition, ownership, development, financing, and operation of the Property and the Project, (ii) shall maintain its existence as a legal entity separate and distinct from any other person or entity, (iii) shall not commingle its funds or assets with those of any other person or entity, and (iv) shall observe all limited liability company formalities.

(c) Authority; Binding Effect. Assignee has full power, authority, and legal right to execute, deliver, and perform this Agreement and to assume the obligations of the Buyer under the PSA as contemplated hereby. The execution, delivery, and performance of this Agreement by Assignee have been duly authorized by all necessary limited liability company action, including, without limitation, the requisite approval by Ironhaven Data Centers LLC, as the sole member of Assignee. This Agreement constitutes the legal, valid, and binding obligation of Assignee, enforceable against Assignee 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.

(d) Sole Member. Ironhaven Data Centers LLC is the sole member of Assignee, holding one hundred percent (100%) of the membership interests in Assignee. No other person or entity holds any membership interest, equity interest, economic interest, or other ownership interest in Assignee.

(e) No Conflicts. The execution, delivery, and performance of this Agreement by Assignee does not and will not (i) violate or conflict with the Articles of Organization, Operating Agreement, or any other organizational document of Assignee, (ii) violate or conflict with, or result in a breach of, or constitute a default under, any contract, agreement, or other instrument to which Assignee is a party or by which Assignee or any of its properties or assets is bound, or (iii) violate any statute, law, regulation, rule, judgment, order, decree, or governmental permit or license applicable to Assignee.

(f) Financial Capacity. Assignee, together with the financial support of Assignor and Assignor's equity sponsor, Ridgeline Capital Partners Fund IV, LP, a Delaware limited partnership, has or will have at or prior to Closing sufficient financial resources to perform all of the obligations of the Buyer under the PSA, including, without limitation, payment of the purchase price of Fifty-Eight Million Five Hundred Thousand and No/100 Dollars ($58,500,000.00) and all other costs and expenses to be borne by the Buyer at or in connection with the Closing.

ARTICLE VI — SELLER'S ACKNOWLEDGMENT AND CONSENT

Section 6.1 — Consent. Seller, by executing this Agreement in the space provided below, hereby acknowledges this Assignment and Assumption Agreement and consents to the assignment of the PSA from Assignor to Assignee as set forth herein. Seller acknowledges that Assignee, as the wholly owned subsidiary of Assignor, qualifies as a permitted assignee under the PSA and that this Assignment is being made in compliance with the assignment provisions of the PSA. Seller's consent to this Assignment is expressly contingent upon, and is given in reliance upon, Assignor's continuing guaranty obligations as set forth in Article IV of this Agreement. Seller's counsel in connection with this transaction is Whitfield, Poole & Stratton LLP (Harrison Poole, Lead Partner), 305 Harrison Street SE, Suite 200, Leesburg, Virginia 20175.

Section 6.2 — No Release of Assignor. Seller does not, by executing this Agreement or consenting to this Assignment, release or discharge Assignor from any obligations, liabilities, or responsibilities under the PSA. Assignor shall remain fully liable in accordance with Article IV of this Agreement, and Seller shall have the right to proceed against either or both of Assignor and Assignee for the performance of any obligation of the Buyer under the PSA. Nothing in this Agreement shall be construed as a novation of the PSA or as a release, discharge, or satisfaction of any obligation of any party under the PSA.

Section 6.3 — Direction Regarding Closing Deliverables. At the Closing, Seller shall deliver the Special Warranty Deed conveying fee simple title to the Property directly to Assignee (Stonebridge Campus Holdings LLC) as grantee. All other closing deliverables required to be delivered by Seller at Closing pursuant to the PSA, including, without limitation, any bill of sale, assignment and assumption of leases, assignment and assumption of contracts, FIRPTA certification, owner's title affidavit, closing statement, transfer tax declarations, and any other instruments, documents, or certificates, shall be directed to, issued in favor of, or made for the benefit of Assignee as the "Buyer" under the PSA, unless the PSA, the Escrow Agreement, or any other agreements among the parties require otherwise.

ARTICLE VII — ESCROW AGENT ACKNOWLEDGMENT

Section 7.1 — Direction to Escrow Agent. Assignor and Assignee hereby jointly and irrevocably direct Fidelitas Title & Escrow, Inc., in its capacity as Escrow Agent under the Escrow Agreement, that, from and after the Effective Date of this Agreement:

(a) All references to "Buyer," "Purchaser," or "Depositor" in the Escrow Agreement shall be deemed to refer to Assignee (Stonebridge Campus Holdings LLC), and Assignee shall be treated as the "Buyer" for all purposes under the Escrow Agreement;

(b) The Earnest Money Deposit of Two Million Nine Hundred Twenty-Five Thousand and No/100 Dollars ($2,925,000.00), together with all interest and earnings accrued thereon, shall be held, invested, applied, released, or returned for the benefit of or to Assignee (or, in the case of a default by Buyer, to Seller) in accordance with the terms and conditions of the PSA and the Escrow Agreement;

(c) At Closing, the Earnest Money Deposit (together with all interest and earnings accrued thereon) shall be applied as a credit toward the purchase price payable by Assignee, in accordance with the settlement statement to be prepared by the Title Company; and

(d) Any notices, demands, instructions, or communications required or permitted to be given by or to the "Buyer" under the Escrow Agreement shall be given by or to Assignee, with copies to Assignor, at the addresses set forth in Section 10.7 of this Agreement.

Section 7.2 — Escrow Agent's Acknowledgment. Fidelitas Title & Escrow, Inc., by executing this Agreement in the space provided below, hereby acknowledges and agrees to the directions set forth in Section 7.1 above and confirms that it will hold, apply, release, and disburse the Earnest Money Deposit in accordance with the terms of the PSA, the Escrow Agreement, and this Agreement. Fidelitas Title & Escrow, Inc. further confirms that the Earnest Money Deposit of Two Million Nine Hundred Twenty-Five Thousand and No/100 Dollars ($2,925,000.00) is currently being held in escrow by Fidelitas Title & Escrow, Inc. at its office located at 44121 Harry Byrd Highway, Suite 120, Ashburn, Virginia 20147, in accordance with the Escrow Agreement.

ARTICLE VIII — TITLE INSURANCE

Section 8.1 — Owner's Policy. The owner's title insurance policy for the Property to be issued in connection with the Closing, in the full insured amount of Fifty-Eight Million Five Hundred Thousand and No/100 Dollars ($58,500,000.00), underwritten by Sovereign Title Insurance Company and issued through Fidelitas Title & Escrow, Inc. as its title agent, shall be issued in favor of Assignee (Stonebridge Campus Holdings LLC) as the insured owner. Assignor and Assignee shall cooperate with the Title Company and provide all documentation reasonably required for the issuance of such owner's policy, including, without limitation, organizational documents, incumbency certificates, and such other information as may be required by Sovereign Title Insurance Company's underwriting guidelines.

Section 8.2 — Lender's Policy. The Parties acknowledge that, in connection with the Construction Loan closing (currently targeted for on or about October 15, 2025), a lender's title insurance policy in the amount of Three Hundred Ninety Million and No/100 Dollars ($390,000,000.00) (covering both the Stonebridge Parcel and the Meridian Parcel) will be issued in favor of Summit National Bank, N.A., as Administrative Agent for the Construction Loan Lenders. The Parties agree to cooperate with the Title Company, the Administrative Agent, and the Administrative Agent's counsel, Redmond & Calloway LLP, in connection with the issuance of such lender's policy, including providing such endorsements, affidavits, and other documentation as may be reasonably required.

ARTICLE IX — COVENANTS

Section 9.1 — Further Assurances. Each of the Parties and Acknowledging Parties agrees to execute, acknowledge, and deliver such additional documents, instruments, conveyances, and assurances, and to take such further actions, as may be reasonably necessary or appropriate to effectuate and carry out the purposes and intent of this Agreement, including, without limitation, any amendments to the PSA, the Escrow Agreement, or any other related agreements that may be necessary or desirable to reflect the assignment and assumption contemplated hereby.

Section 9.2 — Cooperation with Lender. Assignor and Assignee agree to cooperate in good faith and in a commercially reasonable manner in providing such certifications, estoppels, assignments, consent agreements, and other documents as may be required by Summit National Bank, N.A. (as Administrative Agent for the Construction Loan syndicate, including Cascade Commercial Lending Corp. and Harborview Trust Company) or its counsel, Redmond & Calloway LLP, in connection with the collateral assignment of the PSA and any related agreements as part of the Construction Loan security package. Without limiting the generality of the foregoing, Assignor and Assignee acknowledge that the Administrative Agent may require a collateral assignment of the PSA, an estoppel certificate from Seller, and certain other documents in connection with the Construction Loan, and each of Assignor and Assignee agrees to use commercially reasonable efforts to obtain and deliver such documents.

Section 9.3 — Notice to Seller. Assignor and Assignee shall promptly deliver a copy of this fully executed Agreement to Seller, care of Whitfield, Poole & Stratton LLP, at 305 Harrison Street SE, Suite 200, Leesburg, Virginia 20175, Attention: Harrison Poole, Esq. To the extent that Seller is executing this Agreement concurrently, the delivery requirement set forth in this Section 9.3 shall be deemed satisfied.

ARTICLE X — MISCELLANEOUS

Section 10.1 — Governing Law. This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the Commonwealth of Virginia, without regard to conflicts of law principles that would require the application of the laws of any other jurisdiction. Each of the Parties and Acknowledging Parties hereby irrevocably submits to the exclusive jurisdiction of the courts of the Commonwealth of Virginia, and the United States District Court for the Eastern District of Virginia, in any action or proceeding arising out of or relating to this Agreement.

Section 10.2 — Entire Agreement. This Agreement, together with the PSA, the Escrow Agreement, and all exhibits and schedules attached hereto and thereto, constitutes the entire agreement among the Parties and Acknowledging Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, discussions, representations, understandings, and agreements, whether written or oral, relating to the subject matter hereof. No Party has relied on any representation, promise, or inducement not expressly set forth herein.

Section 10.3 — Amendments. This Agreement may not be amended, modified, supplemented, restated, or otherwise changed except by a written instrument executed by Assignor, Assignee, and Seller (or, as applicable, their respective successors and assigns). No amendment or modification of this Agreement shall be effective unless it is in writing and signed by all of the foregoing parties.

Section 10.4 — Counterparts; Electronic Execution. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, and all of which, taken together, shall constitute one and the same instrument. Delivery of an executed counterpart of this Agreement by electronic means, including by facsimile transmission or by transmission of a Portable Document Format (PDF) copy by electronic mail, shall be deemed to be equivalent to delivery of an originally executed counterpart and shall be fully effective and enforceable. Each Party and Acknowledging Party agrees that the use of electronic signatures in connection with this Agreement shall be valid and binding.

Section 10.5 — Binding Effect; Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the Parties and Acknowledging Parties and their respective successors, assigns, heirs, executors, administrators, and legal representatives. Neither Assignor nor Assignee may further assign this Agreement or any of its rights or obligations hereunder without the prior written consent of Seller, except as expressly permitted by the PSA.

Section 10.6 — Severability. If any term, provision, covenant, or restriction of this Agreement is held by a court of competent jurisdiction or other governmental authority to be invalid, void, or unenforceable, the remainder of the terms, provisions, covenants, and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired, or invalidated, so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any Party.

Section 10.7 — Notices. All notices, requests, demands, consents, approvals, and other communications required or permitted to be given under this Agreement shall be in writing and shall be delivered in accordance with the notice provisions of the PSA (including the methods of delivery specified therein) to the following addresses (or to such other address as any party may designate by written notice to the other parties):

If to Assignor:

Ironhaven Data Centers LLC 44680 Prentice Drive, Suite 200 Ashburn, Virginia 20147

Attention: Marcus Thorne, Chief Executive Officer

Email: mthorne@ironhavendc.com

With a copy to (which shall not constitute notice):

Calderwood & Harkness LLP 1900 K Street NW, Suite 800 Washington, DC 20006

Attention: Douglas Fairchild, Esq.

Email: dfairchild@calderwoodharkness.com

If to Assignee:

Stonebridge Campus Holdings LLC c/o Ironhaven Data Centers LLC 44680 Prentice Drive, Suite 200 Ashburn, Virginia 20147

Attention: Priya Dasgupta, Chief Financial Officer

Email: pdasgupta@ironhavendc.com

With a copy to (which shall not constitute notice):

Calderwood & Harkness LLP 1900 K Street NW, Suite 800 Washington, DC 20006

Attention: Cynthia Ho, Esq.

Email: cho@calderwoodharkness.com

If to Seller:

Blackthorn Realty Group, Inc. 112 East Market Street, Suite 400 Leesburg, Virginia 20176

Attention: Donald R. Whitaker, President

Email: dwhitaker@blackthornrealty.com

With a copy to (which shall not constitute notice):

Whitfield, Poole & Stratton LLP 305 Harrison Street SE, Suite 200 Leesburg, Virginia 20175

Attention: Harrison Poole, Esq.

Email: hpoole@wps-law.com

If to Escrow Agent:

Fidelitas Title & Escrow, Inc. 44121 Harry Byrd Highway, Suite 120 Ashburn, Virginia 20147

Attention: Escrow Department

Email: escrow@fidelitastitle.com

Section 10.8 — No Third-Party Beneficiaries. Except for Seller (which is an Acknowledging Party hereto) and the Escrow Agent (to the extent of Article VII hereof), this Agreement is not intended to, and shall not, create any rights in favor of any person or entity other than the Parties hereto and the Acknowledging Parties; provided, however, that Summit National Bank, N.A., in its capacity as Administrative Agent for the Construction Loan Lenders, shall be a third-party beneficiary of the representations, warranties, and covenants set forth in this Agreement to the extent required by the Construction Loan documents, and the Administrative Agent shall have the right to enforce such provisions as if it were a party hereto.

Section 10.9 — Headings. The article, section, and subsection headings and captions contained in this Agreement are included for convenience of reference only and shall not be deemed to be a part of this Agreement or to affect the meaning, construction, or interpretation of any provision hereof.

Section 10.10 — Attorneys' Fees. In the event of any action, suit, or proceeding arising out of or related to this Agreement or the enforcement of any provision hereof, the prevailing party shall be entitled to recover from the non-prevailing party its reasonable attorneys' fees, costs, and expenses (including fees and costs incurred on appeal) incurred in connection with such action, suit, or proceeding.

[Remainder of page intentionally left blank. Signature pages follow.]

SIGNATURE PAGE TO ASSIGNMENT AND ASSUMPTION AGREEMENT (Purchase and Sale Agreement — Stonebridge Parcel)

IN WITNESS WHEREOF, the parties hereto have executed this Assignment and Assumption Agreement as of the date first set forth above.

ASSIGNOR:

IRONHAVEN DATA CENTERS LLC, a Delaware limited liability company

By: ________

Name: Marcus Thorne

Title: Chief Executive Officer

Date: ________

SIGNATURE PAGE TO ASSIGNMENT AND ASSUMPTION AGREEMENT (Purchase and Sale Agreement — Stonebridge Parcel)

ASSIGNEE:

STONEBRIDGE CAMPUS HOLDINGS LLC, a Virginia limited liability company

By: Ironhaven Data Centers LLC,

its sole member

By: ________

Name: Priya Dasgupta

Title: Chief Financial Officer

Date: ________

SIGNATURE PAGE TO ASSIGNMENT AND ASSUMPTION AGREEMENT (Purchase and Sale Agreement — Stonebridge Parcel)

ACKNOWLEDGED AND CONSENTED TO BY SELLER:

BLACKTHORN REALTY GROUP, INC., a Virginia corporation

By: ________

Name: Donald R. Whitaker

Title: President

Date: ________

SIGNATURE PAGE TO ASSIGNMENT AND ASSUMPTION AGREEMENT (Purchase and Sale Agreement — Stonebridge Parcel)

ACKNOWLEDGED BY ESCROW AGENT:

FIDELITAS TITLE & ESCROW, INC., a Virginia corporation

By: ________

Name: ________

Title: ________

Date: ________

SCHEDULE 1

LIST OF PSA AMENDMENTS

The following is a complete list of all amendments, modifications, supplements, and restatements of the Purchase and Sale Agreement dated as of April 15, 2025, by and between Blackthorn Realty Group, Inc., as Seller, and Ironhaven Data Centers LLC, as Buyer (the "PSA"), as of the date of this Assignment and Assumption Agreement:

None. The PSA has not been amended, modified, supplemented, or restated as of the date hereof.

[Note: If the First Amendment to Stonebridge PSA (Due Diligence Extension) is executed prior to the date of this Agreement, the following shall be inserted:

1. First Amendment to Purchase and Sale Agreement dated as of [●], 2025 (the "First Amendment"), extending the due diligence period from [●] to July 14, 2025.]

EXHIBIT A

PURCHASE AND SALE AGREEMENT

[Attached hereto is a complete copy of the Purchase and Sale Agreement dated as of April 15, 2025, by and between Blackthorn Realty Group, Inc., a Virginia corporation, as Seller, and Ironhaven Data Centers LLC, a Delaware limited liability company, as Buyer, including all exhibits, schedules, and attachments thereto.]

[See attached — __ pages]

EXHIBIT B

LEGAL DESCRIPTION OF THE PROPERTY

(Stonebridge Parcel)

Loudoun County Tax Map Reference: /95-4A-1///

All that certain lot or parcel of land, together with all improvements thereon and all rights, privileges, easements, and appurtenances thereto belonging, situate, lying, and being in unincorporated Loudoun County, Commonwealth of Virginia, containing approximately 62.0 acres, and being more particularly described as follows:

[Legal description to be inserted — to be conformed to the ALTA/NSPS Land Title Survey prepared by Lumen Ridge Engineering, PLLC, target completion date: June 15, 2025.]

Being located at the northeast corner of Belmont Ridge Road and Stonebridge Boulevard, Ashburn, Virginia 20148.

Being the same property conveyed to Blackthorn Realty Group, Inc. by deed recorded among the land records of Loudoun County, Virginia, as Instrument No. [●].

Note: The legal description set forth above is subject to final confirmation and shall be conformed to the ALTA/NSPS Land Title Survey of the Property to be prepared by Lumen Ridge Engineering, PLLC, and certified to Assignee, Seller, the Title Company, and the Administrative Agent. In the event of any discrepancy between this legal description and the survey, the survey shall control, subject to agreement of the Parties.

ASSIGNMENT AND ASSUMPTION AGREEMENT
(Purchase and Sale Agreement — Stonebridge Parcel)
CONFIDENTIAL — PREPARED BY CALDERWOOD & HARKNESS LLP
Dated as of ___, 2025
This ASSIGNMENT AND ASSUMPTION AGREEMENT (this "Agreement") is made and entered into as of the date set forth on the signature pages hereto (the "Effective Date"), by and among:
(1) IRONHAVEN DATA CENTERS LLC, a Delaware limited liability company (the "Assignor" or "IHDC"), having its principal office at 44680 Prentice Drive, Suite 200, Ashburn, Virginia 20147;
(2) STONEBRIDGE CAMPUS HOLDINGS LLC, a Virginia limited liability company (the "Assignee"), having its principal office at c/o Ironhaven Data Centers LLC, 44680 Prentice Drive, Suite 200, Ashburn, Virginia 20147;
and acknowledged and consented to by:
(3) BLACKTHORN REALTY GROUP, INC., a Virginia corporation (the "Seller"), having its principal office at 112 East Market Street, Suite 400, Leesburg, Virginia 20176; and
(4) FIDELITAS TITLE & ESCROW, INC., a Virginia corporation (the "Escrow Agent"), having its office at 44121 Harry Byrd Highway, Suite 120, Ashburn, Virginia 20147.
Assignor and Assignee are sometimes referred to herein individually as a "Party" and collectively as the "Parties." Seller and Escrow Agent are sometimes referred to herein as the "Acknowledging Parties."
RECITALS
WHEREAS, reference is made to that certain Purchase and Sale Agreement dated as of April 15, 2025 (as the same may be amended, restated, supplemented, or otherwise modified from time to time, the "PSA"), by and between Blackthorn Realty Group, Inc., a Virginia corporation, as seller ("Seller"), and Ironhaven Data Centers LLC, a Delaware limited liability company, as buyer ("Assignor" or "IHDC"), for the purchase and sale of certain real property consisting of approximately 62.0 acres located at the northeast corner of Belmont Ridge Road and Stonebridge Boulevard, in unincorporated Loudoun County, Virginia 20148, identified on the Loudoun County land records as Tax Map Reference /95-4A-1/// (the "Stonebridge Parcel" or the "Property"), at a purchase price of Fifty-Eight Million Five Hundred Thousand and No/100 Dollars ($58,500,000.00), a complete copy of which PSA (together with all exhibits and schedules thereto) is attached hereto as Exhibit A and incorporated herein by this reference;
WHEREAS, in connection with the PSA, Assignor deposited with Fidelitas Title & Escrow, Inc. (acting as escrow agent pursuant to that certain Escrow Agreement dated as of April 15, 2025, among Seller, Assignor, and Fidelitas Title & Escrow, Inc. (the "Escrow Agreement")) an aggregate earnest money deposit in the amount of Two Million Nine Hundred Twenty-Five Thousand and No/100 Dollars ($2,925,000.00) (the "Earnest Money Deposit"), of which One Million Four Hundred Sixty-Two Thousand Five Hundred and No/100 Dollars ($1,462,500.00) was deposited at execution of the PSA and the remaining One Million Four Hundred Sixty-Two Thousand Five Hundred and No/100 Dollars ($1,462,500.00) was deposited upon the expiration of the due diligence period on July 14, 2025, and the PSA is governed by the laws of the Commonwealth of Virginia;
WHEREAS, Assignor has caused the formation of Stonebridge Campus Holdings LLC, a Virginia limited liability company (the "Assignee"), as a single-purpose entity wholly owned by Assignor, for the purpose of acquiring, owning, developing, and operating the data center campus to be developed on the Property and the adjacent Meridian Parcel (as defined below) (the "Stonebridge Data Center Campus" or the "Project"), with Assignee's principal place of business located at c/o Ironhaven Data Centers LLC, 44680 Prentice Drive, Suite 200, Ashburn, Virginia 20147;
WHEREAS, Assignor desires to assign all of its right, title, and interest in and to the PSA to Assignee, and Assignee desires to assume all of Assignor's rights and obligations under the PSA, in each case effective as of the Effective Date and prior to the closing of the purchase and sale of the Stonebridge Parcel (the "Closing"), currently targeted for September 15, 2025, and this assignment is being made in connection with the project-level financing structure pursuant to which Assignee (as the single-purpose borrower entity) will be the party acquiring fee simple title to the Stonebridge Parcel and the adjacent approximately 19.4-acre parcel identified as Loudoun County Tax Map Reference /95-4A-2/// (the "Meridian Parcel") and encumbering the same pursuant to a senior secured construction loan facility in the aggregate principal amount of Three Hundred Ninety Million and No/100 Dollars ($390,000,000.00) (the "Construction Loan") with Summit National Bank, N.A., as administrative agent (the "Administrative Agent"), for a syndicate of lenders including Cascade Commercial Lending Corp. and Harborview Trust Company;
WHEREAS, Section [●] of the PSA permits the Buyer to assign its rights and obligations under the PSA to an entity controlled by or under common control with Buyer without the prior written consent of Seller (or, to the extent Seller's consent is required under the PSA, Seller has consented to such assignment or is consenting thereto concurrently herewith), and Stonebridge Campus Holdings LLC qualifies as such an entity by virtue of being wholly owned by Ironhaven Data Centers LLC; and
WHEREAS, notwithstanding the foregoing assignment and assumption, Assignor intends to remain liable for certain obligations under the PSA as more fully set forth herein, and Seller has required Assignor's continued liability as a condition to consenting to (or acknowledging) this assignment.
NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties and Acknowledging Parties hereby agree as follows:
ARTICLE I — DEFINITIONS
Section 1.1 — Defined Terms. As used in this Agreement, the following terms shall have the meanings set forth below:
"Administrative Agent" means Summit National Bank, N.A., in its capacity as administrative agent under the Construction Loan.
"Agreement" means this Assignment and Assumption Agreement, as the same may be amended, restated, supplemented, or otherwise modified from time to time in accordance with the terms hereof.
"Assignee" means Stonebridge Campus Holdings LLC, a Virginia limited liability company.
"Assignor" means Ironhaven Data Centers LLC, a Delaware limited liability company.
"Closing" means the closing of the purchase and sale of the Property pursuant to the PSA, currently targeted for September 15, 2025, or such other date as may be established in accordance with the terms of the PSA.
"Construction Loan" means the senior secured construction loan facility in the aggregate principal amount of Three Hundred Ninety Million and No/100 Dollars ($390,000,000.00) to be provided by the Construction Loan Lenders with Summit National Bank, N.A. as Administrative Agent.
"Construction Loan Lenders" means, collectively, Summit National Bank, N.A., Cascade Commercial Lending Corp., Harborview Trust Company, and any other financial institution from time to time party to the construction loan documents as a lender.
"Earnest Money Deposit" means the aggregate earnest money deposit of Two Million Nine Hundred Twenty-Five Thousand and No/100 Dollars ($2,925,000.00) deposited with the Escrow Agent under the Escrow Agreement in connection with the PSA.
"Effective Date" means the date set forth on the signature pages hereto.
"Escrow Agent" means Fidelitas Title & Escrow, Inc., a Virginia corporation, in its capacity as escrow agent under the Escrow Agreement.
"Escrow Agreement" means that certain Escrow Agreement dated as of April 15, 2025, among Seller, Assignor, and Fidelitas Title & Escrow, Inc., as the same may be amended from time to time.
"Meridian Parcel" means the approximately 19.4-acre parcel of real property identified as Loudoun County Tax Map Reference /95-4A-2///, adjacent to the Property.
"Project" means the Stonebridge Data Center Campus to be developed on the Property and the Meridian Parcel.
"Property" means the Stonebridge Parcel, being approximately 62.0 acres of real property located at the northeast corner of Belmont Ridge Road and Stonebridge Boulevard, in unincorporated Loudoun County, Virginia 20148, identified as Loudoun County Tax Map Reference /95-4A-1///, and more particularly described on Exhibit B attached hereto and incorporated herein by this reference.
"PSA" means that certain Purchase and Sale Agreement dated as of April 15, 2025, by and between Seller and Assignor, as the same may be amended, restated, supplemented, or otherwise modified from time to time, a copy of which is attached hereto as Exhibit A.
"Seller" means Blackthorn Realty Group, Inc., a Virginia corporation.
"Title Company" means Fidelitas Title & Escrow, Inc., in its capacity as title agent for Sovereign Title Insurance Company, the title underwriter.
Section 1.2 — Incorporation of PSA Definitions. Capitalized terms used but not otherwise defined in this Agreement shall have the meanings ascribed to such terms in the PSA. In the event of any conflict between the definitions set forth in this Agreement and the definitions set forth in the PSA, the definitions set forth in this Agreement shall control solely for purposes of interpreting this Agreement.
ARTICLE II — ASSIGNMENT
Section 2.1 — Assignment of PSA. Effective as of the Effective Date, Assignor hereby irrevocably assigns, transfers, sets over, and conveys to Assignee all of Assignor's right, title, and interest in, to, and under the PSA, including, without limitation, the following:
(a) All rights to acquire the Property for the purchase price of Fifty-Eight Million Five Hundred Thousand and No/100 Dollars ($58,500,000.00), subject to and in accordance with the terms and conditions of the PSA;
(b) All rights in and to the Earnest Money Deposit of Two Million Nine Hundred Twenty-Five Thousand and No/100 Dollars ($2,925,000.00) currently held by Fidelitas Title & Escrow, Inc. as Escrow Agent, including, without limitation, the right to receive a return or refund of the Earnest Money Deposit in accordance with the terms of the PSA and the Escrow Agreement, and the right to direct the application of the Earnest Money Deposit as a credit toward the purchase price at Closing;
(c) All rights to receive any credits, prorations, adjustments, or refunds under the PSA, including, without limitation, any prorations of real estate taxes, assessments, utility charges, and other items customarily prorated in connection with the conveyance of commercial real property in Loudoun County, Virginia;
(d) All rights under any representations, warranties, covenants, and indemnities of Seller set forth in the PSA, including, without limitation, any rights to assert claims against Seller for breach thereof during any applicable survival period;
(e) All rights to receive the Special Warranty Deed and all other closing deliverables from Seller at the Closing, including, without limitation, any bill of sale, assignment of leases, assignment of contracts, FIRPTA affidavit, owner's affidavit, and such other instruments and documents as Seller is required to deliver pursuant to the PSA;
(f) All rights under any due diligence materials, reports, studies, or investigations delivered or made available by Seller to Assignor in connection with the PSA, including, without limitation, the title commitment (Commitment No. FTE-2025-04892) issued by Fidelitas Title & Escrow, Inc. (underwritten by Sovereign Title Insurance Company) with an effective date of April 3, 2025, the ALTA/NSPS land title survey of the Property, all Phase I and Phase II environmental site assessments and related reports prepared by Pendleton Environmental Associates, Inc., geotechnical reports, wetlands delineation reports, and all other studies, inspections, and investigations conducted during the due diligence period; and
(g) All other rights, benefits, privileges, and entitlements of the "Buyer" under the PSA, whether now existing or hereafter arising.
Section 2.2 — Effective Date of Assignment. The assignment effected by Section 2.1 shall be effective as of the Effective Date. From and after the Effective Date, Assignee shall be deemed the "Buyer" under the PSA for all purposes, and all references to the "Buyer" or "Purchaser" in the PSA shall be deemed to refer to Assignee, subject to and without limiting Assignor's continuing obligations under Article IV hereof. Assignor shall have no further rights under the PSA from and after the Effective Date, except as expressly set forth in this Agreement.
ARTICLE III — ASSUMPTION
Section 3.1 — Assumption by Assignee. Assignee hereby expressly assumes and agrees to perform, observe, fulfill, and discharge, fully, faithfully, and in a timely manner, all of the obligations, duties, liabilities, and responsibilities of the "Buyer" under the PSA arising from and after the Effective Date of this Assignment, including, without limitation, the following:
(a) The obligation to pay the purchase price of Fifty-Eight Million Five Hundred Thousand and No/100 Dollars ($58,500,000.00) at the Closing, subject to the application of the Earnest Money Deposit and any credits, prorations, or adjustments as provided in the PSA;
(b) The obligation to satisfy and comply with all conditions precedent to Closing set forth in the PSA, including, without limitation, the delivery of all closing documents and instruments required to be delivered by Buyer at Closing, the payment of all transfer taxes, recording fees, and other closing costs allocable to Buyer under the PSA, and the satisfaction of all other requirements for Closing as set forth in the PSA;
(c) All obligations regarding the Earnest Money Deposit, including, without limitation, the potential forfeiture of the Earnest Money Deposit as liquidated damages in favor of Seller in the event of Buyer's default under the PSA, to the extent provided therein;
(d) All indemnification obligations of Buyer under the PSA, including, without limitation, any obligation to indemnify, defend, and hold harmless Seller and its affiliates, members, managers, officers, directors, employees, agents, and representatives from and against any and all losses, claims, damages, liabilities, costs, and expenses arising out of or related to Buyer's breach of the PSA or Buyer's activities on or with respect to the Property;
(e) All post-closing obligations of Buyer under the PSA, including, without limitation, any obligations that survive the Closing pursuant to the terms of the PSA and any obligations arising under any post-closing agreements or instruments executed in connection with the Closing; and
(f) All other obligations, duties, liabilities, and responsibilities of the "Buyer" under the PSA, whether now existing or hereafter arising, and whether fixed, contingent, or otherwise.
Section 3.2 — Binding Effect on Assignee. Assignee hereby acknowledges that it has received and reviewed a true, correct, and complete copy of the PSA (and all amendments, exhibits, and schedules thereto), including any amendments listed on Schedule 1 hereto, and agrees to be bound by all of the terms, conditions, provisions, covenants, representations, and warranties thereof as if Assignee were an original party thereto and had executed the PSA as the "Buyer" on the date thereof. Assignee further acknowledges that it has conducted its own independent review of the PSA and the Property and is not relying on any representations or warranties of Assignor with respect to the Property, except as expressly set forth in this Agreement.
ARTICLE IV — RETAINED OBLIGATIONS AND GUARANTY OF ASSIGNOR
Section 4.1 — Assignor's Continuing Liability. Notwithstanding the assignment and assumption set forth in Articles II and III of this Agreement, and as a material inducement to Seller to consent to the assignment contemplated hereby, Assignor shall remain jointly and severally liable with Assignee for the full, faithful, and timely performance of all of the obligations of the "Buyer" under the PSA, including, but not limited to:
(a) Payment of the purchase price of Fifty-Eight Million Five Hundred Thousand and No/100 Dollars ($58,500,000.00) at Closing, together with all other amounts payable by Buyer under the PSA;
(b) Payment of any indemnification obligations arising under or pursuant to the PSA, including any losses, claims, damages, liabilities, costs, and expenses for which the Buyer is responsible under the PSA;
(c) Performance of all post-closing covenants and obligations of Buyer under the PSA, including any obligations that survive the Closing; and
(d) Compliance with all other terms, conditions, and provisions of the PSA applicable to the Buyer.
Section 4.2 — Nature of Guaranty. Assignor's liability under this Article IV shall constitute an absolute, unconditional, and irrevocable guaranty of the full and timely performance of all of Assignee's obligations under the PSA. This guaranty is a guaranty of payment and performance and not merely a guaranty of collection. Seller shall not be required to proceed first against Assignee, the Earnest Money Deposit, or any other collateral, security, or source of payment before enforcing its rights against Assignor under this Article IV. Assignor's liability hereunder shall not be diminished, released, impaired, or otherwise affected by any of the following:
(a) Any modification, amendment, supplement, restatement, extension, renewal, or waiver of or to the PSA or any provision thereof, whether or not Assignor is a party thereto or has notice thereof; provided, however, that Assignor's consent shall be required for any material modification of the PSA that increases the obligations of the Buyer thereunder;
(b) Any extension of time for performance of any obligation under the PSA, or any other indulgence granted by Seller to Assignee;
(c) Any bankruptcy, insolvency, reorganization, dissolution, liquidation, receivership, assignment for the benefit of creditors, or other similar proceeding involving or affecting Assignee;
(d) Any release, exchange, substitution, or impairment of any collateral or security for any obligation under the PSA;
(e) Any failure, delay, or omission by Seller to exercise any right, power, or remedy under the PSA or this Agreement; or
(f) Any other circumstance, event, or condition that might otherwise constitute a legal or equitable defense to, or discharge of, the obligations of a surety, guarantor, or accommodation party under applicable law.
Section 4.3 — Waivers. Assignor hereby waives, to the fullest extent permitted by applicable law:
(a) Any defense arising by reason of the incapacity, lack of authority, death, disability, dissolution, termination, or other defense of Assignee, or by reason of the cessation or limitation of the liability of Assignee from any cause other than full performance of all obligations under the PSA;
(b) Any right to require Seller to proceed against Assignee, the Earnest Money Deposit, or any other collateral, security, or other source of reimbursement or payment before proceeding against Assignor;
(c) Any defense based upon any change in the corporate, partnership, or limited liability company structure or ownership of Assignee;
(d) Notice of acceptance of this guaranty, notice of any default under the PSA, and any other notice or demand to which Assignor might otherwise be entitled under applicable law; and
(e) Any right of subrogation, reimbursement, contribution, or indemnity against Assignee or any other person or entity, and any right to enforce any remedy that Seller now has or may hereafter have against Assignee, until all obligations of the Buyer under the PSA have been fully performed and discharged.
ARTICLE V — REPRESENTATIONS AND WARRANTIES
Section 5.1 — Representations and Warranties of Assignor. Assignor hereby represents and warrants to Assignee and Seller, as of the Effective Date, as follows:
(a) Organization and Good Standing. Assignor is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware, and is duly qualified to transact business and is in good standing in the Commonwealth of Virginia (Virginia State Corporation Commission Entity ID S7491283). Assignor has all requisite limited liability company power and authority to own, lease, and operate its properties and to carry on its business as currently conducted.
(b) Authority; Binding Effect. Assignor has full power, authority, and legal right to execute, deliver, and perform this Agreement and to assign its rights and interests under the PSA as contemplated hereby. The execution, delivery, and performance of this Agreement by Assignor have been duly authorized by all necessary limited liability company action, including, without limitation, the requisite approval by the members and/or managers of Assignor, as evidenced by that certain Member Consent Resolution of Ironhaven Data Centers LLC dated on or about the date hereof. Marcus Thorne, in his capacity as Chief Executive Officer of Assignor, and Priya Dasgupta, in her capacity as Chief Financial Officer of Assignor, are each authorized to execute this Agreement on behalf of Assignor. This Agreement constitutes the legal, valid, and binding obligation of Assignor, enforceable against Assignor 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.
(c) No Conflicts. The execution, delivery, and performance of this Agreement by Assignor does not and will not (i) violate or conflict with the Certificate of Formation, Operating Agreement, or any other organizational document of Assignor, (ii) violate or conflict with, or result in a breach of, or constitute a default (or an event that, with notice or lapse of time, or both, would constitute a default) under, any contract, agreement, indenture, mortgage, deed of trust, loan agreement, or other instrument to which Assignor is a party or by which Assignor or any of its properties or assets is bound, or (iii) violate any statute, law, regulation, rule, judgment, order, decree, or governmental permit or license applicable to Assignor.
(d) PSA Status. The PSA is in full force and effect and has not been terminated. The PSA has not been amended, modified, supplemented, or otherwise changed, except as set forth on Schedule 1 hereto. No default or event of default by any party exists under the PSA as of the Effective Date, and no event has occurred or condition exists that, with the giving of notice or the passage of time, or both, would constitute a default or event of default under the PSA. Assignor has performed all obligations required to be performed by the Buyer under the PSA on or before the Effective Date.
(e) Earnest Money Deposit. The full Earnest Money Deposit of Two Million Nine Hundred Twenty-Five Thousand and No/100 Dollars ($2,925,000.00) has been deposited with Fidelitas Title & Escrow, Inc., as Escrow Agent, in accordance with the terms and conditions of the PSA and the Escrow Agreement, and said deposit is being held by the Escrow Agent as of the Effective Date. No portion of the Earnest Money Deposit has been returned, released, applied, forfeited, or otherwise disbursed.
(f) No Prior Assignment. Assignor has not previously assigned, transferred, pledged, hypothecated, encumbered, or otherwise disposed of any of its rights, title, or interests under the PSA, and there are no existing liens, claims, charges, security interests, or encumbrances on or with respect to Assignor's rights under the PSA.
Section 5.2 — Representations and Warranties of Assignee. Assignee hereby represents and warrants to Assignor and Seller, as of the Effective Date, as follows:
(a) Organization and Good Standing. Assignee is a limited liability company duly organized, validly existing, and in good standing under the laws of the Commonwealth of Virginia. Assignee has all requisite limited liability company power and authority to own, lease, and operate its properties and to carry on its business as currently conducted and as contemplated by this Agreement and the PSA. Assignee's federal Employer Identification Number (EIN) has been applied for or will be obtained promptly following formation.
(b) Single-Purpose Entity. Assignee has been formed as a single-purpose entity for the sole purpose of acquiring, owning, developing, financing, and operating the Property and the Project. Assignee shall at all times comply with the single-purpose entity covenants and requirements set forth in its Operating Agreement and as required by the Construction Loan Lenders and the Administrative Agent in connection with the Construction Loan, including, without limitation, the requirements that Assignee (i) shall not engage in any business or activity other than the acquisition, ownership, development, financing, and operation of the Property and the Project, (ii) shall maintain its existence as a legal entity separate and distinct from any other person or entity, (iii) shall not commingle its funds or assets with those of any other person or entity, and (iv) shall observe all limited liability company formalities.
(c) Authority; Binding Effect. Assignee has full power, authority, and legal right to execute, deliver, and perform this Agreement and to assume the obligations of the Buyer under the PSA as contemplated hereby. The execution, delivery, and performance of this Agreement by Assignee have been duly authorized by all necessary limited liability company action, including, without limitation, the requisite approval by Ironhaven Data Centers LLC, as the sole member of Assignee. This Agreement constitutes the legal, valid, and binding obligation of Assignee, enforceable against Assignee 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.
(d) Sole Member. Ironhaven Data Centers LLC is the sole member of Assignee, holding one hundred percent (100%) of the membership interests in Assignee. No other person or entity holds any membership interest, equity interest, economic interest, or other ownership interest in Assignee.
(e) No Conflicts. The execution, delivery, and performance of this Agreement by Assignee does not and will not (i) violate or conflict with the Articles of Organization, Operating Agreement, or any other organizational document of Assignee, (ii) violate or conflict with, or result in a breach of, or constitute a default under, any contract, agreement, or other instrument to which Assignee is a party or by which Assignee or any of its properties or assets is bound, or (iii) violate any statute, law, regulation, rule, judgment, order, decree, or governmental permit or license applicable to Assignee.
(f) Financial Capacity. Assignee, together with the financial support of Assignor and Assignor's equity sponsor, Ridgeline Capital Partners Fund IV, LP, a Delaware limited partnership, has or will have at or prior to Closing sufficient financial resources to perform all of the obligations of the Buyer under the PSA, including, without limitation, payment of the purchase price of Fifty-Eight Million Five Hundred Thousand and No/100 Dollars ($58,500,000.00) and all other costs and expenses to be borne by the Buyer at or in connection with the Closing.
ARTICLE VI — SELLER'S ACKNOWLEDGMENT AND CONSENT
Section 6.1 — Consent. Seller, by executing this Agreement in the space provided below, hereby acknowledges this Assignment and Assumption Agreement and consents to the assignment of the PSA from Assignor to Assignee as set forth herein. Seller acknowledges that Assignee, as the wholly owned subsidiary of Assignor, qualifies as a permitted assignee under the PSA and that this Assignment is being made in compliance with the assignment provisions of the PSA. Seller's consent to this Assignment is expressly contingent upon, and is given in reliance upon, Assignor's continuing guaranty obligations as set forth in Article IV of this Agreement. Seller's counsel in connection with this transaction is Whitfield, Poole & Stratton LLP (Harrison Poole, Lead Partner), 305 Harrison Street SE, Suite 200, Leesburg, Virginia 20175.
Section 6.2 — No Release of Assignor. Seller does not, by executing this Agreement or consenting to this Assignment, release or discharge Assignor from any obligations, liabilities, or responsibilities under the PSA. Assignor shall remain fully liable in accordance with Article IV of this Agreement, and Seller shall have the right to proceed against either or both of Assignor and Assignee for the performance of any obligation of the Buyer under the PSA. Nothing in this Agreement shall be construed as a novation of the PSA or as a release, discharge, or satisfaction of any obligation of any party under the PSA.
Section 6.3 — Direction Regarding Closing Deliverables. At the Closing, Seller shall deliver the Special Warranty Deed conveying fee simple title to the Property directly to Assignee (Stonebridge Campus Holdings LLC) as grantee. All other closing deliverables required to be delivered by Seller at Closing pursuant to the PSA, including, without limitation, any bill of sale, assignment and assumption of leases, assignment and assumption of contracts, FIRPTA certification, owner's title affidavit, closing statement, transfer tax declarations, and any other instruments, documents, or certificates, shall be directed to, issued in favor of, or made for the benefit of Assignee as the "Buyer" under the PSA, unless the PSA, the Escrow Agreement, or any other agreements among the parties require otherwise.
ARTICLE VII — ESCROW AGENT ACKNOWLEDGMENT
Section 7.1 — Direction to Escrow Agent. Assignor and Assignee hereby jointly and irrevocably direct Fidelitas Title & Escrow, Inc., in its capacity as Escrow Agent under the Escrow Agreement, that, from and after the Effective Date of this Agreement:
(a) All references to "Buyer," "Purchaser," or "Depositor" in the Escrow Agreement shall be deemed to refer to Assignee (Stonebridge Campus Holdings LLC), and Assignee shall be treated as the "Buyer" for all purposes under the Escrow Agreement;
(b) The Earnest Money Deposit of Two Million Nine Hundred Twenty-Five Thousand and No/100 Dollars ($2,925,000.00), together with all interest and earnings accrued thereon, shall be held, invested, applied, released, or returned for the benefit of or to Assignee (or, in the case of a default by Buyer, to Seller) in accordance with the terms and conditions of the PSA and the Escrow Agreement;
(c) At Closing, the Earnest Money Deposit (together with all interest and earnings accrued thereon) shall be applied as a credit toward the purchase price payable by Assignee, in accordance with the settlement statement to be prepared by the Title Company; and
(d) Any notices, demands, instructions, or communications required or permitted to be given by or to the "Buyer" under the Escrow Agreement shall be given by or to Assignee, with copies to Assignor, at the addresses set forth in Section 10.7 of this Agreement.
Section 7.2 — Escrow Agent's Acknowledgment. Fidelitas Title & Escrow, Inc., by executing this Agreement in the space provided below, hereby acknowledges and agrees to the directions set forth in Section 7.1 above and confirms that it will hold, apply, release, and disburse the Earnest Money Deposit in accordance with the terms of the PSA, the Escrow Agreement, and this Agreement. Fidelitas Title & Escrow, Inc. further confirms that the Earnest Money Deposit of Two Million Nine Hundred Twenty-Five Thousand and No/100 Dollars ($2,925,000.00) is currently being held in escrow by Fidelitas Title & Escrow, Inc. at its office located at 44121 Harry Byrd Highway, Suite 120, Ashburn, Virginia 20147, in accordance with the Escrow Agreement.
ARTICLE VIII — TITLE INSURANCE
Section 8.1 — Owner's Policy. The owner's title insurance policy for the Property to be issued in connection with the Closing, in the full insured amount of Fifty-Eight Million Five Hundred Thousand and No/100 Dollars ($58,500,000.00), underwritten by Sovereign Title Insurance Company and issued through Fidelitas Title & Escrow, Inc. as its title agent, shall be issued in favor of Assignee (Stonebridge Campus Holdings LLC) as the insured owner. Assignor and Assignee shall cooperate with the Title Company and provide all documentation reasonably required for the issuance of such owner's policy, including, without limitation, organizational documents, incumbency certificates, and such other information as may be required by Sovereign Title Insurance Company's underwriting guidelines.
Section 8.2 — Lender's Policy. The Parties acknowledge that, in connection with the Construction Loan closing (currently targeted for on or about October 15, 2025), a lender's title insurance policy in the amount of Three Hundred Ninety Million and No/100 Dollars ($390,000,000.00) (covering both the Stonebridge Parcel and the Meridian Parcel) will be issued in favor of Summit National Bank, N.A., as Administrative Agent for the Construction Loan Lenders. The Parties agree to cooperate with the Title Company, the Administrative Agent, and the Administrative Agent's counsel, Redmond & Calloway LLP, in connection with the issuance of such lender's policy, including providing such endorsements, affidavits, and other documentation as may be reasonably required.
ARTICLE IX — COVENANTS
Section 9.1 — Further Assurances. Each of the Parties and Acknowledging Parties agrees to execute, acknowledge, and deliver such additional documents, instruments, conveyances, and assurances, and to take such further actions, as may be reasonably necessary or appropriate to effectuate and carry out the purposes and intent of this Agreement, including, without limitation, any amendments to the PSA, the Escrow Agreement, or any other related agreements that may be necessary or desirable to reflect the assignment and assumption contemplated hereby.
Section 9.2 — Cooperation with Lender. Assignor and Assignee agree to cooperate in good faith and in a commercially reasonable manner in providing such certifications, estoppels, assignments, consent agreements, and other documents as may be required by Summit National Bank, N.A. (as Administrative Agent for the Construction Loan syndicate, including Cascade Commercial Lending Corp. and Harborview Trust Company) or its counsel, Redmond & Calloway LLP, in connection with the collateral assignment of the PSA and any related agreements as part of the Construction Loan security package. Without limiting the generality of the foregoing, Assignor and Assignee acknowledge that the Administrative Agent may require a collateral assignment of the PSA, an estoppel certificate from Seller, and certain other documents in connection with the Construction Loan, and each of Assignor and Assignee agrees to use commercially reasonable efforts to obtain and deliver such documents.
Section 9.3 — Notice to Seller. Assignor and Assignee shall promptly deliver a copy of this fully executed Agreement to Seller, care of Whitfield, Poole & Stratton LLP, at 305 Harrison Street SE, Suite 200, Leesburg, Virginia 20175, Attention: Harrison Poole, Esq. To the extent that Seller is executing this Agreement concurrently, the delivery requirement set forth in this Section 9.3 shall be deemed satisfied.
ARTICLE X — MISCELLANEOUS
Section 10.1 — Governing Law. This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the Commonwealth of Virginia, without regard to conflicts of law principles that would require the application of the laws of any other jurisdiction. Each of the Parties and Acknowledging Parties hereby irrevocably submits to the exclusive jurisdiction of the courts of the Commonwealth of Virginia, and the United States District Court for the Eastern District of Virginia, in any action or proceeding arising out of or relating to this Agreement.
Section 10.2 — Entire Agreement. This Agreement, together with the PSA, the Escrow Agreement, and all exhibits and schedules attached hereto and thereto, constitutes the entire agreement among the Parties and Acknowledging Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, discussions, representations, understandings, and agreements, whether written or oral, relating to the subject matter hereof. No Party has relied on any representation, promise, or inducement not expressly set forth herein.
Section 10.3 — Amendments. This Agreement may not be amended, modified, supplemented, restated, or otherwise changed except by a written instrument executed by Assignor, Assignee, and Seller (or, as applicable, their respective successors and assigns). No amendment or modification of this Agreement shall be effective unless it is in writing and signed by all of the foregoing parties.
Section 10.4 — Counterparts; Electronic Execution. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, and all of which, taken together, shall constitute one and the same instrument. Delivery of an executed counterpart of this Agreement by electronic means, including by facsimile transmission or by transmission of a Portable Document Format (PDF) copy by electronic mail, shall be deemed to be equivalent to delivery of an originally executed counterpart and shall be fully effective and enforceable. Each Party and Acknowledging Party agrees that the use of electronic signatures in connection with this Agreement shall be valid and binding.
Section 10.5 — Binding Effect; Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the Parties and Acknowledging Parties and their respective successors, assigns, heirs, executors, administrators, and legal representatives. Neither Assignor nor Assignee may further assign this Agreement or any of its rights or obligations hereunder without the prior written consent of Seller, except as expressly permitted by the PSA.
Section 10.6 — Severability. If any term, provision, covenant, or restriction of this Agreement is held by a court of competent jurisdiction or other governmental authority to be invalid, void, or unenforceable, the remainder of the terms, provisions, covenants, and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired, or invalidated, so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any Party.
Section 10.7 — Notices. All notices, requests, demands, consents, approvals, and other communications required or permitted to be given under this Agreement shall be in writing and shall be delivered in accordance with the notice provisions of the PSA (including the methods of delivery specified therein) to the following addresses (or to such other address as any party may designate by written notice to the other parties):
If to Assignor:
Ironhaven Data Centers LLC 44680 Prentice Drive, Suite 200 Ashburn, Virginia 20147
Attention: Marcus Thorne, Chief Executive Officer
Email: mthorne@ironhavendc.com
With a copy to (which shall not constitute notice):
Calderwood & Harkness LLP 1900 K Street NW, Suite 800 Washington, DC 20006
Attention: Douglas Fairchild, Esq.
Email: dfairchild@calderwoodharkness.com
If to Assignee:
Stonebridge Campus Holdings LLC c/o Ironhaven Data Centers LLC 44680 Prentice Drive, Suite 200 Ashburn, Virginia 20147
Attention: Priya Dasgupta, Chief Financial Officer
Email: pdasgupta@ironhavendc.com
With a copy to (which shall not constitute notice):
Calderwood & Harkness LLP 1900 K Street NW, Suite 800 Washington, DC 20006
Attention: Cynthia Ho, Esq.
Email: cho@calderwoodharkness.com
If to Seller:
Blackthorn Realty Group, Inc. 112 East Market Street, Suite 400 Leesburg, Virginia 20176
Attention: Donald R. Whitaker, President
Email: dwhitaker@blackthornrealty.com
With a copy to (which shall not constitute notice):
Whitfield, Poole & Stratton LLP 305 Harrison Street SE, Suite 200 Leesburg, Virginia 20175
Attention: Harrison Poole, Esq.
Email: hpoole@wps-law.com
If to Escrow Agent:
Fidelitas Title & Escrow, Inc. 44121 Harry Byrd Highway, Suite 120 Ashburn, Virginia 20147
Attention: Escrow Department
Email: escrow@fidelitastitle.com
Section 10.8 — No Third-Party Beneficiaries. Except for Seller (which is an Acknowledging Party hereto) and the Escrow Agent (to the extent of Article VII hereof), this Agreement is not intended to, and shall not, create any rights in favor of any person or entity other than the Parties hereto and the Acknowledging Parties; provided, however, that Summit National Bank, N.A., in its capacity as Administrative Agent for the Construction Loan Lenders, shall be a third-party beneficiary of the representations, warranties, and covenants set forth in this Agreement to the extent required by the Construction Loan documents, and the Administrative Agent shall have the right to enforce such provisions as if it were a party hereto.
Section 10.9 — Headings. The article, section, and subsection headings and captions contained in this Agreement are included for convenience of reference only and shall not be deemed to be a part of this Agreement or to affect the meaning, construction, or interpretation of any provision hereof.
Section 10.10 — Attorneys' Fees. In the event of any action, suit, or proceeding arising out of or related to this Agreement or the enforcement of any provision hereof, the prevailing party shall be entitled to recover from the non-prevailing party its reasonable attorneys' fees, costs, and expenses (including fees and costs incurred on appeal) incurred in connection with such action, suit, or proceeding.
[Remainder of page intentionally left blank. Signature pages follow.]
SIGNATURE PAGE TO ASSIGNMENT AND ASSUMPTION AGREEMENT (Purchase and Sale Agreement — Stonebridge Parcel)
IN WITNESS WHEREOF, the parties hereto have executed this Assignment and Assumption Agreement as of the date first set forth above.
ASSIGNOR:
IRONHAVEN DATA CENTERS LLC, a Delaware limited liability company
By: ________
Name: Marcus Thorne
Title: Chief Executive Officer
Date: ________
SIGNATURE PAGE TO ASSIGNMENT AND ASSUMPTION AGREEMENT (Purchase and Sale Agreement — Stonebridge Parcel)
ASSIGNEE:
STONEBRIDGE CAMPUS HOLDINGS LLC, a Virginia limited liability company
By: Ironhaven Data Centers LLC,
its sole member
By: ________
Name: Priya Dasgupta
Title: Chief Financial Officer
Date: ________
SIGNATURE PAGE TO ASSIGNMENT AND ASSUMPTION AGREEMENT (Purchase and Sale Agreement — Stonebridge Parcel)
ACKNOWLEDGED AND CONSENTED TO BY SELLER:
BLACKTHORN REALTY GROUP, INC., a Virginia corporation
By: ________
Name: Donald R. Whitaker
Title: President
Date: ________
SIGNATURE PAGE TO ASSIGNMENT AND ASSUMPTION AGREEMENT (Purchase and Sale Agreement — Stonebridge Parcel)
ACKNOWLEDGED BY ESCROW AGENT:
FIDELITAS TITLE & ESCROW, INC., a Virginia corporation
By: ________
Name: ________
Title: ________
Date: ________
SCHEDULE 1
LIST OF PSA AMENDMENTS
The following is a complete list of all amendments, modifications, supplements, and restatements of the Purchase and Sale Agreement dated as of April 15, 2025, by and between Blackthorn Realty Group, Inc., as Seller, and Ironhaven Data Centers LLC, as Buyer (the "PSA"), as of the date of this Assignment and Assumption Agreement:
None. The PSA has not been amended, modified, supplemented, or restated as of the date hereof.
[Note: If the First Amendment to Stonebridge PSA (Due Diligence Extension) is executed prior to the date of this Agreement, the following shall be inserted:
1. First Amendment to Purchase and Sale Agreement dated as of [●], 2025 (the "First Amendment"), extending the due diligence period from [●] to July 14, 2025.]
EXHIBIT A
PURCHASE AND SALE AGREEMENT
[Attached hereto is a complete copy of the Purchase and Sale Agreement dated as of April 15, 2025, by and between Blackthorn Realty Group, Inc., a Virginia corporation, as Seller, and Ironhaven Data Centers LLC, a Delaware limited liability company, as Buyer, including all exhibits, schedules, and attachments thereto.]
[See attached — __ pages]
EXHIBIT B
LEGAL DESCRIPTION OF THE PROPERTY
(Stonebridge Parcel)
Loudoun County Tax Map Reference: /95-4A-1///
All that certain lot or parcel of land, together with all improvements thereon and all rights, privileges, easements, and appurtenances thereto belonging, situate, lying, and being in unincorporated Loudoun County, Commonwealth of Virginia, containing approximately 62.0 acres, and being more particularly described as follows:
[Legal description to be inserted — to be conformed to the ALTA/NSPS Land Title Survey prepared by Lumen Ridge Engineering, PLLC, target completion date: June 15, 2025.]
Being located at the northeast corner of Belmont Ridge Road and Stonebridge Boulevard, Ashburn, Virginia 20148.
Being the same property conveyed to Blackthorn Realty Group, Inc. by deed recorded among the land records of Loudoun County, Virginia, as Instrument No. [●].
Note: The legal description set forth above is subject to final confirmation and shall be conformed to the ALTA/NSPS Land Title Survey of the Property to be prepared by Lumen Ridge Engineering, PLLC, and certified to Assignee, Seller, the Title Company, and the Administrative Agent. In the event of any discrepancy between this legal description and the survey, the survey shall control, subject to agreement of the Parties.

ASSIGNMENT AND ASSUMPTION AGREEMENT

RECITALS

ASSIGNOR:

ASSIGNEE:

ACKNOWLEDGED AND CONSENTED TO BY SELLER:

ACKNOWLEDGED BY ESCROW AGENT:

SCHEDULE 1

LIST OF PSA AMENDMENTS

EXHIBIT A

PURCHASE AND SALE AGREEMENT

EXHIBIT B

LEGAL DESCRIPTION OF THE PROPERTY

Record

Parties

Dates

Amounts