ESCROW AGREEMENT
Earnest Money Deposit — Stonebridge Parcel
Calderwood & Harkness LLP Matter No. 1043-00002
April 15, 2025
ESCROW AGREEMENT
THIS ESCROW AGREEMENT (this "Agreement") is made and entered into as of April 15, 2025 (the "Effective Date"), by and among:
(1) IRONHAVEN DATA CENTERS LLC, a Delaware limited liability company, with its principal office at 44680 Prentice Drive, Suite 200, Ashburn, Virginia 20147 (hereinafter referred to as "Buyer" or "Depositor");
(2) BLACKTHORN REALTY GROUP, INC., a Virginia corporation, with its principal office at 112 East Market Street, Suite 400, Leesburg, Virginia 20176 (hereinafter referred to as "Seller"); and
(3) FIDELITAS TITLE & ESCROW, INC., a Virginia corporation, with its office at 44121 Harry Byrd Highway, Suite 120, Ashburn, Virginia 20147 (hereinafter referred to as "Escrow Agent").
Buyer, Seller, and Escrow Agent are each sometimes referred to individually herein as a "Party" and collectively as the "Parties."
RECITALS
WHEREAS, Buyer and Seller have entered into that certain Purchase and Sale Agreement dated as of April 15, 2025 (as the same may be amended, modified, or supplemented from time to time, the "PSA"), for the purchase and sale of approximately 62.0 acres of real property located at the northeast corner of Belmont Ridge Road and Stonebridge Boulevard, in unincorporated Loudoun County, Virginia (Loudoun County Tax Map Reference /95-4A-1///), commonly known as the "Stonebridge Parcel," as more particularly described on Exhibit C attached hereto and incorporated herein by reference;
WHEREAS, the purchase price for the Stonebridge Parcel under the PSA is Fifty-Eight Million Five Hundred Thousand and 00/100 Dollars ($58,500,000.00) (the "Purchase Price");
WHEREAS, the PSA requires the deposit of earnest money in the aggregate amount of Two Million Nine Hundred Twenty-Five Thousand and 00/100 Dollars ($2,925,000.00), representing five percent (5%) of the Purchase Price, with Escrow Agent, to be held and disbursed in accordance with the PSA and this Escrow Agreement;
WHEREAS, the earnest money deposit is to be paid in two tranches: (i) the First Deposit (as defined below) in the amount of One Million Four Hundred Sixty-Two Thousand Five Hundred and 00/100 Dollars ($1,462,500.00), due at the time of execution of the PSA, and (ii) the Second Deposit (as defined below) in the amount of One Million Four Hundred Sixty-Two Thousand Five Hundred and 00/100 Dollars ($1,462,500.00), due upon expiration of the Due Diligence Period (as defined below);
WHEREAS, the Parties desire to set forth the terms and conditions governing the Escrow Agent's receipt, holding, investment, and disbursement of the Earnest Money Deposit (as defined below);
WHEREAS, Escrow Agent has agreed to serve as escrow agent upon the terms and conditions set forth herein; and
WHEREAS, Sovereign Title Insurance Company serves as the title underwriter through Fidelitas Title & Escrow, Inc. in connection with the transactions contemplated under the PSA.
NOW, THEREFORE, in consideration of the mutual covenants, agreements, and promises herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
ARTICLE 1 — DEFINITIONS
As used in this Agreement, the following terms shall have the meanings ascribed to them below. Capitalized terms used but not defined in this Agreement shall have the meanings assigned to them in the PSA, unless the context otherwise requires.
Section 1.1 "Business Day" means any day other than a Saturday, Sunday, or any day on which commercial banks in the Commonwealth of Virginia are authorized or required by law or executive order to close.
Section 1.2 "Closing" means the closing of the purchase and sale of the Stonebridge Parcel pursuant to the terms and conditions of the PSA, which is currently targeted for September 15, 2025, or such other date as Buyer and Seller may agree in writing.
Section 1.3 "Closing Date" means the date on which the Closing actually occurs.
Section 1.4 "Deposit" or "Earnest Money Deposit" means, collectively, the First Deposit and the Second Deposit, together with all interest, earnings, income, and other amounts accrued or earned thereon while held by Escrow Agent.
Section 1.5 "Due Diligence Period" means the ninety (90)-day period commencing on the date of execution of the PSA (April 15, 2025) and expiring at 5:00 p.m. Eastern Time on July 14, 2025, subject to any extension thereof agreed to in writing by Buyer and Seller in accordance with the terms of the PSA.
Section 1.6 "First Deposit" means the sum of One Million Four Hundred Sixty-Two Thousand Five Hundred and 00/100 Dollars ($1,462,500.00), to be deposited by Buyer with Escrow Agent within two (2) Business Days following the mutual execution and delivery of the PSA and this Agreement.
Section 1.7 "Permitted Investments" has the meaning set forth in Section 3.1 of this Agreement.
Section 1.8 "PSA" means the Purchase and Sale Agreement dated as of April 15, 2025, by and between Buyer and Seller, as the same may be amended, modified, or supplemented from time to time in accordance with its terms.
Section 1.9 "Second Deposit" means the sum of One Million Four Hundred Sixty-Two Thousand Five Hundred and 00/100 Dollars ($1,462,500.00), to be deposited by Buyer with Escrow Agent within two (2) Business Days following the expiration of the Due Diligence Period, provided that Buyer has not exercised its right to terminate the PSA during the Due Diligence Period in accordance with the terms thereof.
Section 1.10 "Stonebridge Parcel" means the approximately 62.0 acres of real property located at the northeast corner of Belmont Ridge Road and Stonebridge Boulevard, in unincorporated Loudoun County, Virginia, more particularly identified by Loudoun County Tax Map Reference /95-4A-1/// and more particularly described on Exhibit C attached hereto and incorporated herein by reference.
ARTICLE 2 — APPOINTMENT OF ESCROW AGENT; DEPOSIT OF EARNEST MONEY
Section 2.1 — Appointment. Buyer and Seller hereby appoint Fidelitas Title & Escrow, Inc. as Escrow Agent for the purposes set forth in this Agreement, and Escrow Agent hereby accepts such appointment and agrees to hold, invest, and disburse the Earnest Money Deposit in accordance with and subject to the terms and conditions of this Agreement. The Parties acknowledge that Escrow Agent acts solely in its capacity as a stakeholder and escrow agent, and not as an agent, fiduciary, or representative of either Buyer or Seller. Escrow Agent's acceptance of its appointment hereunder is expressly conditioned upon the terms, conditions, limitations of liability, and indemnification provisions set forth in this Agreement.
Section 2.2 — Receipt of First Deposit.
(a) Buyer shall deliver the First Deposit in the amount of One Million Four Hundred Sixty-Two Thousand Five Hundred and 00/100 Dollars ($1,462,500.00) to Escrow Agent by wire transfer of immediately available funds within two (2) Business Days following the mutual execution and delivery of the PSA and this Agreement. The wire transfer instructions for Escrow Agent's designated escrow account are set forth on Exhibit A attached hereto and incorporated herein by reference.
(b) Escrow Agent shall acknowledge receipt of the First Deposit in writing (which may be by email with confirmation of receipt) to Buyer and Seller, and to their respective counsel — Calderwood & Harkness LLP, 1900 K Street NW, Suite 800, Washington, DC 20006, Attention: Cynthia Ho (counsel for Buyer), and Whitfield, Poole & Stratton LLP, 305 Harrison Street SE, Suite 200, Leesburg, Virginia 20175, Attention: Harrison Poole (counsel for Seller) — within one (1) Business Day following Escrow Agent's receipt of such funds in immediately available form.
(c) Upon receipt of the First Deposit, Escrow Agent shall deposit the First Deposit into a segregated, interest-bearing escrow account maintained at a federally insured financial institution, in accordance with Article 3 of this Agreement.
Section 2.3 — Receipt of Second Deposit.
(a) Buyer shall deliver the Second Deposit in the amount of One Million Four Hundred Sixty-Two Thousand Five Hundred and 00/100 Dollars ($1,462,500.00) to Escrow Agent by wire transfer of immediately available funds within two (2) Business Days following the expiration of the Due Diligence Period on July 14, 2025 (i.e., on or before July 16, 2025), provided that Buyer has not exercised its right to terminate the PSA during the Due Diligence Period in accordance with its terms.
(b) If Buyer terminates the PSA during the Due Diligence Period in accordance with its terms, no Second Deposit shall be required, and the obligation of Buyer to deliver the Second Deposit shall be null and void and of no further force or effect.
(c) Escrow Agent shall acknowledge receipt of the Second Deposit in writing (which may be by email with confirmation of receipt) to Buyer and Seller, and to their respective counsel identified in Section 2.2(b) above, within one (1) Business Day following Escrow Agent's receipt of such funds in immediately available form.
(d) Upon receipt of the Second Deposit, Escrow Agent shall deposit the Second Deposit into the same segregated, interest-bearing escrow account in which the First Deposit is held, or such other Permitted Investment as may be directed in accordance with Article 3.
Section 2.4 — Failure to Deposit.
(a) If Buyer fails to deliver the First Deposit within the time period required by Section 2.2(a) above, Seller shall have the right to terminate the PSA upon written notice to Buyer and Escrow Agent, and, upon such termination, this Escrow Agreement shall automatically terminate and shall be of no further force or effect, and no Party shall have any further obligations hereunder (except for those obligations that expressly survive termination).
(b) If Buyer fails to deliver the Second Deposit when due pursuant to Section 2.3(a) above (other than because Buyer has validly terminated the PSA during the Due Diligence Period in accordance with its terms), such failure shall constitute a default by Buyer, and Seller shall have the remedies set forth in the PSA with respect thereto, including, without limitation, the right to receive the First Deposit (and all interest and earnings thereon) as liquidated damages.
Section 2.5 — Tax Identification Numbers.
(a) The federal employer identification number of Buyer (Ironhaven Data Centers LLC) is 84-3291057.
(b) The federal employer identification number of Seller (Blackthorn Realty Group, Inc.) is 54-1987234.
(c) All interest and earnings accrued on the Earnest Money Deposit while held by Escrow Agent shall be reported under Buyer's tax identification number (EIN: 84-3291057) unless and until the Deposit is released to Seller in accordance with the terms of this Agreement, in which case all interest and earnings shall be reported under Seller's tax identification number (EIN: 54-1987234) from and after the date of such release. The Parties shall cooperate with Escrow Agent in providing such information as Escrow Agent may reasonably request in connection with its tax reporting obligations.
ARTICLE 3 — INVESTMENT OF DEPOSIT
Section 3.1 — Investment Instructions. Escrow Agent shall invest and reinvest the Earnest Money Deposit in one or more of the following instruments or accounts (collectively, "Permitted Investments"), as directed in writing by Buyer (or, in the absence of written direction from Buyer within five (5) Business Days following the deposit of any funds, in the Escrow Agent's standard money market or interest-bearing escrow account maintained at a federally insured financial institution):
(a) Federally insured interest-bearing savings accounts or money market deposit accounts at a commercial bank or savings institution whose deposits are insured by the Federal Deposit Insurance Corporation ("FDIC");
(b) Direct obligations of the United States of America, or obligations the timely payment of principal and interest on which are fully guaranteed by the United States of America, having maturities of ninety (90) days or less from the date of acquisition;
(c) Certificates of deposit issued by a nationally chartered commercial bank with total consolidated assets of not less than One Billion and 00/100 Dollars ($1,000,000,000.00), maturing within ninety (90) days from the date of acquisition; or
(d) Such other investments as Buyer and Seller may jointly direct in writing, provided that Escrow Agent shall not be required to make any investment that, in its reasonable judgment, is inconsistent with its duties or applicable law.
Escrow Agent shall not commingle the Earnest Money Deposit with its own funds or with funds held on behalf of any other party, except as may be permitted by applicable law with respect to omnibus escrow or trust accounts.
Section 3.2 — Interest and Earnings. All interest, income, and other earnings accrued or earned on the Earnest Money Deposit shall become a part of the Earnest Money Deposit and shall be disbursed in accordance with Article 4 of this Agreement. Escrow Agent shall not be responsible or liable for any loss of principal or interest resulting from any investment or reinvestment made in good faith and in accordance with this Article 3, including, without limitation, any loss resulting from market fluctuations, changes in interest rates, or the insolvency or failure of any financial institution in which the Deposit is invested (except to the extent of applicable FDIC insurance coverage). The Parties acknowledge that Escrow Agent is not acting as an investment advisor and makes no representation or warranty as to the rate of return on any Permitted Investment.
Section 3.3 — Tax Reporting. Escrow Agent shall issue Internal Revenue Service Form 1099-INT, or such other applicable tax reporting form as may be required by applicable law, with respect to interest and earnings accrued on the Earnest Money Deposit. Such form shall be issued in the name and under the tax identification number of Buyer (Ironhaven Data Centers LLC, EIN: 84-3291057), unless and until the Deposit has been released to Seller in accordance with this Agreement, in which case the form shall be issued in the name and under the tax identification number of Seller (Blackthorn Realty Group, Inc., EIN: 54-1987234) with respect to interest and earnings accrued from and after the date of release. Each Party shall promptly provide Escrow Agent with a completed and executed Internal Revenue Service Form W-9, or such other documentation as Escrow Agent may reasonably request, in connection with its tax reporting obligations.
ARTICLE 4 — DISBURSEMENT OF DEPOSIT
Section 4.1 — Disbursement at Closing. Upon the Closing of the purchase and sale of the Stonebridge Parcel pursuant to the PSA, which is currently targeted for September 15, 2025, Escrow Agent shall disburse the entire Earnest Money Deposit (including all interest, income, and earnings accrued thereon) to Seller, or as otherwise directed in the settlement statement or closing statement approved and executed by Buyer and Seller at the Closing. The Earnest Money Deposit shall be applied as a credit against the Purchase Price of Fifty-Eight Million Five Hundred Thousand and 00/100 Dollars ($58,500,000.00), and the remaining balance of the Purchase Price shall be paid by Buyer at Closing as provided in the PSA. Disbursement at Closing shall be made by wire transfer of immediately available funds in accordance with Escrow Agent's standard closing and settlement procedures, and upon receipt of joint written instructions from Buyer and Seller (or their respective counsel), substantially in the form attached hereto as Exhibit B, or such other form as may be reasonably acceptable to Escrow Agent.
Section 4.2 — Disbursement to Buyer upon Termination During Due Diligence Period. If Buyer terminates the PSA in accordance with its terms during the Due Diligence Period (on or before 5:00 p.m. Eastern Time on July 14, 2025), Escrow Agent shall disburse the entire Earnest Money Deposit (including all interest, income, and earnings accrued thereon) to Buyer within five (5) Business Days following Escrow Agent's receipt of written notice from Buyer that Buyer has validly terminated the PSA during the Due Diligence Period in accordance with its terms. Such written notice shall specify the basis for termination and the date upon which such termination became effective. Escrow Agent shall simultaneously provide a copy of such notice to Seller and to Seller's counsel, Harrison Poole, at Whitfield, Poole & Stratton LLP, 305 Harrison Street SE, Suite 200, Leesburg, Virginia 20175. If Seller does not deliver a written objection to the disbursement to Escrow Agent within five (5) Business Days following Seller's receipt of such notice, Escrow Agent shall release the Deposit to Buyer by wire transfer of immediately available funds to an account designated in writing by Buyer. If Seller delivers a timely written objection, Escrow Agent shall hold the Deposit in accordance with Article 5 of this Agreement pending resolution of the dispute.
Section 4.3 — Disbursement to Seller upon Buyer Default. If, after the expiration of the Due Diligence Period, Seller provides written notice to Escrow Agent (with a concurrent copy to Buyer and to Buyer's counsel, Cynthia Ho, at Calderwood & Harkness LLP, 1900 K Street NW, Suite 800, Washington, DC 20006) that Buyer has defaulted under the PSA and that Seller is entitled to the Earnest Money Deposit as liquidated damages in accordance with the terms of the PSA, Escrow Agent shall disburse the entire Earnest Money Deposit (including all interest, income, and earnings accrued thereon) to Seller, provided that one of the following conditions has been satisfied:
(a) Buyer has not delivered a written objection to the disbursement to Escrow Agent within ten (10) Business Days following Buyer's receipt of Seller's notice of default and demand for disbursement; or
(b) Buyer and Seller have delivered joint written instructions to Escrow Agent directing such disbursement to Seller.
If Buyer delivers a timely written objection to such disbursement, Escrow Agent shall hold the Deposit in accordance with Article 5 of this Agreement pending resolution of the dispute. Seller's written notice to Escrow Agent under this Section 4.3 shall include a reasonably detailed description of the alleged default by Buyer and a certification by Seller that Seller has complied with any applicable notice and cure provisions under the PSA.
Section 4.4 — Disbursement upon Seller Default. If Buyer provides written notice to Escrow Agent (with a concurrent copy to Seller and to Seller's counsel, Harrison Poole, at Whitfield, Poole & Stratton LLP, 305 Harrison Street SE, Suite 200, Leesburg, Virginia 20175) that Seller has defaulted under the PSA and that Buyer is entitled to the return of the Earnest Money Deposit in accordance with the terms of the PSA, Escrow Agent shall disburse the entire Earnest Money Deposit (including all interest, income, and earnings accrued thereon) to Buyer, provided that one of the following conditions has been satisfied:
(a) Seller has not delivered a written objection to the disbursement to Escrow Agent within ten (10) Business Days following Seller's receipt of Buyer's notice of default and demand for disbursement; or
(b) Buyer and Seller have delivered joint written instructions to Escrow Agent directing such disbursement to Buyer.
If Seller delivers a timely written objection to such disbursement, Escrow Agent shall hold the Deposit in accordance with Article 5 of this Agreement pending resolution of the dispute. Buyer's written notice to Escrow Agent under this Section 4.4 shall include a reasonably detailed description of the alleged default by Seller and a certification by Buyer that Buyer has complied with any applicable notice and cure provisions under the PSA.
Section 4.5 — Joint Written Instructions. Notwithstanding any other provision of this Agreement to the contrary, Escrow Agent shall at all times be authorized and directed to disburse all or any portion of the Earnest Money Deposit in accordance with joint written instructions signed by both Buyer and Seller (or their duly authorized representatives or counsel of record), substantially in the form attached hereto as Exhibit B or in such other form as may be acceptable to Escrow Agent. Upon receipt of joint written instructions, Escrow Agent shall disburse the Deposit as directed therein within two (2) Business Days following receipt of such instructions.
Section 4.6 — Assignment of PSA. The PSA contemplates that Buyer may assign its rights thereunder to Stonebridge Campus Holdings LLC, a to-be-formed single-purpose Virginia limited liability company to be wholly owned by Ironhaven Data Centers LLC, or to another entity as permitted under the PSA. If Buyer assigns its rights under the PSA to Stonebridge Campus Holdings LLC (or any other permitted assignee), references to "Buyer" herein with respect to the receipt and disbursement of the Earnest Money Deposit shall include such assignee, provided that: (i) Escrow Agent has received written notice of such assignment, together with a copy of the assignment documentation; and (ii) the assignee has agreed in writing to be bound by the terms and conditions of this Agreement. Ironhaven Data Centers LLC shall remain jointly and severally liable for all obligations of "Buyer" under this Agreement, notwithstanding any such assignment, unless Escrow Agent, Buyer, and Seller agree otherwise in writing.
ARTICLE 5 — DISPUTE RESOLUTION
Section 5.1 — Conflicting Instructions; Disputes. If Escrow Agent receives conflicting instructions or demands from Buyer and Seller with respect to the disbursement of the Earnest Money Deposit, or if any dispute arises between Buyer and Seller concerning the entitlement to all or any portion of the Deposit, Escrow Agent shall:
(a) Refrain from disbursing the Deposit or any portion thereof until Escrow Agent has received either (i) joint written instructions from Buyer and Seller directing the disbursement of the Deposit, or (ii) a final, non-appealable order, judgment, or decree of a court of competent jurisdiction directing the disbursement of the Deposit. Escrow Agent shall not be liable to any Party for any delay in disbursement resulting from any such dispute or conflicting instructions.
(b) Continue to hold and invest the Earnest Money Deposit in Permitted Investments in accordance with Article 3 of this Agreement during the pendency of any dispute, and all interest, income, and earnings accrued during such period shall remain a part of the Deposit and shall be disbursed in accordance with the resolution of the dispute.
Section 5.2 — Interpleader. If conflicting demands are made upon Escrow Agent with respect to the Deposit, or if Escrow Agent is in good faith uncertain or in doubt as to the proper disposition of the Deposit, Escrow Agent shall have the right (but not the obligation) to take any or all of the following actions:
(a) Deposit the Earnest Money Deposit (including all interest, income, and earnings accrued thereon) with the Clerk of the Circuit Court of Loudoun County, Virginia, by way of an interpleader action filed in such court, naming Buyer and Seller as defendants or stakeholders, and requesting that such court determine the rights of the parties to the Deposit.
(b) Upon the filing of such interpleader action and the deposit of the funds with the Clerk of the Circuit Court, Escrow Agent shall be fully released and discharged from all further obligations, duties, and liabilities under this Agreement with respect to the Earnest Money Deposit so deposited, and shall have no further responsibility for the investment, administration, or disbursement thereof.
(c) Buyer and Seller shall jointly and severally bear and be responsible for all reasonable costs, fees, and expenses (including reasonable attorneys' fees and court costs) incurred by Escrow Agent in connection with any interpleader action filed pursuant to this Section 5.2. Escrow Agent shall be entitled to deduct such costs, fees, and expenses from the Earnest Money Deposit prior to depositing the balance with the Clerk of the Court, unless Buyer and Seller have previously reimbursed Escrow Agent for such amounts.
Section 5.3 — Governing Law and Jurisdiction. Any dispute arising out of or relating to the Deposit or this Agreement shall be governed by the laws of the Commonwealth of Virginia, without regard to its conflict-of-laws principles. The Parties irrevocably submit to the exclusive jurisdiction and venue of the Circuit Court of Loudoun County, Virginia, or the United States District Court for the Eastern District of Virginia, Alexandria Division, for the resolution of any such dispute, and each Party hereby waives any objection to such jurisdiction or venue, including any objection based on forum non conveniens. Each Party agrees that service of process may be made in any manner permitted by the rules of the applicable court.
ARTICLE 6 — RIGHTS, DUTIES, AND LIMITATIONS OF ESCROW AGENT
Section 6.1 — Standard of Care. Escrow Agent shall hold and disburse the Earnest Money Deposit in accordance with the terms and conditions of this Agreement. Escrow Agent shall exercise the same degree of care with respect to the Deposit as it exercises with respect to its own property of a similar nature, but in no event less than a reasonable degree of care. The Parties acknowledge and agree that Escrow Agent acts solely as a stakeholder and independent escrow holder, and not as an agent, fiduciary, trustee, or representative of either Buyer or Seller. Escrow Agent shall have no duties or responsibilities other than those expressly set forth in this Agreement and shall not be bound by the terms or provisions of the PSA or any other agreement between Buyer and Seller, except as expressly provided herein.
Section 6.2 — Reliance on Instructions and Documents. Escrow Agent may rely upon, and shall be fully protected in acting or refraining from acting in reliance upon, any written notice, instruction, demand, certificate, statement, request, consent, agreement, or other document or instrument believed by Escrow Agent in good faith to be genuine and to have been signed, executed, or presented by the proper party or parties or their duly authorized representatives. Escrow Agent shall have no duty or obligation to investigate, verify, or confirm the genuineness, validity, accuracy, or sufficiency of any such instrument or document, or the authority of any person signing or delivering the same. Escrow Agent may consult with legal counsel of its own selection, at the expense of Buyer and Seller, and any action taken or omitted by Escrow Agent in good faith in accordance with the advice of such counsel shall be conclusive and binding upon the Parties and shall not subject Escrow Agent to any liability.
Section 6.3 — Limitation of Liability. Escrow Agent shall not be liable to any Party for any loss, cost, damage, expense, claim, or liability of any nature whatsoever arising from or in connection with:
(a) Any act or omission taken or suffered by Escrow Agent in good faith and in accordance with the terms of this Agreement, or in reliance upon any written instruction, notice, or document believed by Escrow Agent in good faith to be genuine;
(b) Compliance with any order, judgment, decree, or ruling of any court of competent jurisdiction or any governmental authority;
(c) Any loss of investment principal or interest resulting from Permitted Investments made in accordance with the instructions provided under Article 3 of this Agreement;
(d) The failure, insolvency, or inability to perform of any financial institution or depository in which the Deposit is invested or deposited, except to the extent of applicable FDIC insurance coverage actually received by Escrow Agent; or
(e) Any delay in the performance of any act required hereunder that is caused by circumstances beyond Escrow Agent's reasonable control, including, without limitation, acts of God, fire, flood, war, terrorism, civil unrest, strikes, labor disputes, governmental action, or interruption of communications or power.
In no event shall Escrow Agent be liable for any consequential, indirect, incidental, special, exemplary, or punitive damages of any kind, regardless of the form of action or the theory of liability, even if Escrow Agent has been advised of the possibility of such damages.
Section 6.4 — Indemnification of Escrow Agent. Buyer and Seller, jointly and severally, agree to indemnify, defend, and hold harmless Escrow Agent and its officers, directors, employees, agents, and affiliates from and against any and all claims, demands, actions, suits, proceedings, losses, damages, liabilities, judgments, penalties, fines, costs, and expenses of every kind and nature (including reasonable attorneys' fees and disbursements) that Escrow Agent may suffer, incur, or become subject to, arising out of or in connection with this Agreement or the performance of its duties hereunder, except to the extent that such claims, losses, damages, liabilities, costs, or expenses are caused by the willful misconduct or gross negligence of Escrow Agent. This indemnification obligation shall survive the termination of this Agreement and the resignation or removal of Escrow Agent.
Section 6.5 — Escrow Agent's Fees and Expenses. Escrow Agent's fees for its services under this Agreement shall be borne and paid by Buyer, unless otherwise allocated on the settlement statement at Closing in accordance with the terms of the PSA. Any extraordinary costs or expenses incurred by Escrow Agent in connection with the performance of its duties hereunder, including, without limitation, legal fees and expenses incurred in connection with disputes between Buyer and Seller, interpleader actions, or compliance with court orders, shall be borne jointly and severally by Buyer and Seller, and Escrow Agent shall be entitled to reimbursement of such costs and expenses from the Earnest Money Deposit to the extent that Buyer and Seller fail to reimburse Escrow Agent directly within fifteen (15) Business Days following written demand therefor.
Section 6.6 — Resignation of Escrow Agent. Escrow Agent may resign at any time by giving not less than thirty (30) calendar days' prior written notice of resignation to both Buyer and Seller in accordance with Article 8 of this Agreement. Upon the effective date of such resignation, Escrow Agent shall deliver the Earnest Money Deposit (including all interest, income, and earnings accrued thereon) to a successor escrow agent jointly designated in writing by Buyer and Seller. If Buyer and Seller fail to jointly designate a successor escrow agent within the thirty (30)-day notice period, Escrow Agent may deposit the Earnest Money Deposit with the Clerk of the Circuit Court of Loudoun County, Virginia, and upon such deposit, Escrow Agent shall be fully released and discharged from all further obligations and liabilities under this Agreement. Any fees and expenses owing to Escrow Agent at the time of its resignation shall be paid prior to or simultaneously with the transfer of funds to the successor escrow agent or the Clerk of the Court.
Section 6.7 — Removal of Escrow Agent. Escrow Agent may be removed at any time by the joint written instruction of Buyer and Seller, upon not less than fifteen (15) calendar days' prior written notice delivered to Escrow Agent in accordance with Article 8 of this Agreement. Upon the effective date of removal, the Earnest Money Deposit (including all interest, income, and earnings accrued thereon) shall be transferred by Escrow Agent to a successor escrow agent designated in the written removal notice. Any fees and expenses owing to Escrow Agent at the time of its removal shall be paid prior to or simultaneously with the transfer of funds to the successor escrow agent.
ARTICLE 7 — REPRESENTATIONS AND WARRANTIES
Section 7.1 — Buyer's Representations and Warranties. Buyer hereby represents and warrants to Seller and Escrow Agent as follows:
(a) Ironhaven Data Centers LLC is a limited liability company duly formed, validly existing, and in good standing under the laws of the State of Delaware, and is duly qualified and authorized to conduct business in the Commonwealth of Virginia, with its principal office and headquarters located at 44680 Prentice Drive, Suite 200, Ashburn, Virginia 20147.
(b) Buyer has full limited liability company power and authority to enter into this Agreement, to perform its obligations hereunder, and to deposit the Earnest Money with Escrow Agent as contemplated hereby.
(c) The execution, delivery, and performance of this Agreement have been duly authorized by all necessary limited liability company action on the part of Buyer, including, without limitation, the approval of Buyer's board of managers or governing body, and no further approval, consent, or authorization is required.
(d) This Agreement constitutes the legal, valid, and binding obligation of Buyer, enforceable against Buyer in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, and similar laws affecting the enforcement of creditors' rights generally and to general principles of equity.
(e) The individuals authorized to execute this Agreement and to provide instructions to Escrow Agent on behalf of Buyer are Marcus Thorne, Chief Executive Officer, and Priya Dasgupta, Chief Financial Officer.
Section 7.2 — Seller's Representations and Warranties. Seller hereby represents and warrants to Buyer and Escrow Agent as follows:
(a) Blackthorn Realty Group, Inc. is a corporation duly organized, validly existing, and in good standing under the laws of the Commonwealth of Virginia, with its principal office located at 112 East Market Street, Suite 400, Leesburg, Virginia 20176.
(b) Seller has full corporate power and authority to enter into this Agreement and to perform its obligations hereunder.
(c) The execution, delivery, and performance of this Agreement have been duly authorized by all necessary corporate action on the part of Seller, including, without limitation, the approval of Seller's board of directors, and no further approval, consent, or authorization is required.
(d) This Agreement constitutes the legal, valid, and binding obligation of Seller, enforceable against Seller in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, and similar laws affecting the enforcement of creditors' rights generally and to general principles of equity.
(e) The individual authorized to execute this Agreement and to provide instructions to Escrow Agent on behalf of Seller is Donald R. Whitaker, President.
Section 7.3 — Escrow Agent's Representations and Warranties. Escrow Agent hereby represents and warrants to Buyer and Seller as follows:
(a) Fidelitas Title & Escrow, Inc. is a corporation duly organized, validly existing, and in good standing under the laws of the Commonwealth of Virginia, with its principal office located at 44121 Harry Byrd Highway, Suite 120, Ashburn, Virginia 20147.
(b) Escrow Agent is a duly authorized agent of Sovereign Title Insurance Company and is authorized to issue title insurance commitments and policies on behalf of Sovereign Title Insurance Company in connection with the transactions contemplated under the PSA.
(c) Escrow Agent has full corporate power and authority to act as escrow agent hereunder and to hold, invest, and disburse the Earnest Money Deposit in accordance with the terms and conditions of this Agreement.
(d) The execution, delivery, and performance of this Agreement have been duly authorized by all necessary corporate action on the part of Escrow Agent.
ARTICLE 8 — NOTICES
Section 8.1 — Notice Requirements. All notices, requests, demands, consents, approvals, and other communications required or permitted to be given under this Agreement (each, a "Notice") shall be in writing and shall be delivered by one of the following methods: (a) personal delivery; (b) nationally recognized overnight courier service (such as Severin Partners LLC, Halcyon Partners LLC, or Tarrant & Co.); (c) United States certified mail, return receipt requested, postage prepaid; or (d) electronic mail (email), with written confirmation of receipt by the recipient.
Section 8.2 — Notice Addresses. All Notices shall be addressed as follows:
If to Buyer:
Ironhaven Data Centers LLC 44680 Prentice Drive, Suite 200 Ashburn, Virginia 20147
Attention: Marcus Thorne, Chief Executive Officer; Priya Dasgupta, Chief Financial Officer
Email: mthorne@ironhavendc.com; 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; Patricia Whitaker-Connolly, General Counsel
Email: dwhitaker@blackthornrealty.com; pwconnolly@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@wpslegal.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 8.3 — Effectiveness of Notices. Notices shall be deemed given and effective upon the earliest of: (a) receipt, if delivered by personal delivery or nationally recognized overnight courier; (b) the date of confirmed receipt by the recipient, if delivered by email; or (c) three (3) Business Days after deposit in the United States mail, if sent by certified mail, return receipt requested, postage prepaid. Any Party may change its address or email address for purposes of Notices by giving written notice of such change to the other Parties in accordance with this Article 8.
ARTICLE 9 — GENERAL PROVISIONS
Section 9.1 — Entire Agreement. This Agreement, together with the PSA and all exhibits and schedules attached hereto and thereto, constitutes the entire agreement among the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written, between the Parties relating to the Earnest Money Deposit. In the event of any conflict or inconsistency between the provisions of this Agreement and the provisions of the PSA with respect to the receipt, holding, investment, or disbursement of the Earnest Money Deposit, the terms and conditions of this Agreement shall control and govern as between the Parties and Escrow Agent, and Escrow Agent shall be entitled to rely exclusively on the provisions of this Agreement in performing its duties hereunder.
Section 9.2 — Amendments. This Agreement may not be amended, modified, supplemented, or waived except by a written instrument duly executed by all three Parties (Buyer, Seller, and Escrow Agent). No oral agreement, course of dealing, or course of performance shall be effective to amend or modify this Agreement.
Section 9.3 — Governing Law. This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the Commonwealth of Virginia, without giving effect to any choice-of-law or conflict-of-laws rules or provisions (whether of the Commonwealth of Virginia or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the Commonwealth of Virginia.
Section 9.4 — Counterparts; Electronic Signatures. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Signatures delivered by portable document format (PDF) transmission, facsimile, or other electronic means (including Brightwater Software or similar electronic signature platforms) shall be deemed original signatures for all purposes and shall have the same force and effect as original ink signatures. Each Party intends to be bound by its electronic or transmitted signature and accepts the electronic or transmitted signature of each other Party.
Section 9.5 — Binding Effect; Assignment. This Agreement shall be binding upon and shall inure to the benefit of the Parties and their respective heirs, executors, administrators, legal representatives, successors, and permitted assigns. No Party may assign, transfer, or delegate its rights, interests, or obligations under this Agreement without the prior written consent of the other Parties, except that Buyer may assign its rights and interests hereunder to Stonebridge Campus Holdings LLC (or another entity wholly owned, directly or indirectly, by Ironhaven Data Centers LLC) in connection with a permitted assignment of the PSA, subject to the conditions set forth in Section 4.6 of this Agreement, including written notice to Escrow Agent and the written agreement of the assignee to be bound by this Agreement. Any purported assignment in violation of this Section 9.5 shall be null and void and of no force or effect.
Section 9.6 — Severability. If any provision of this Agreement, or the application thereof to any Party or circumstance, is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement shall continue in full force and effect, and the application of such provision to other Parties or circumstances shall not be affected thereby. The Parties shall negotiate in good faith to replace any such invalid, illegal, or unenforceable provision with a valid, legal, and enforceable provision that, to the greatest extent possible, achieves the original intent and economic effect of the invalid, illegal, or unenforceable provision.
Section 9.7 — Waiver. No failure or delay by any Party in exercising any right, power, or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power, or remedy preclude any other or further exercise thereof or the exercise of any other right, power, or remedy. No waiver of any provision of this Agreement shall be effective unless in writing and signed by the Party waiving such provision.
Section 9.8 — Headings. The headings of the articles, sections, and other subdivisions of this Agreement are inserted for convenience of reference only and shall not affect the meaning, construction, or interpretation of this Agreement.
Section 9.9 — No Third-Party Beneficiaries. This Agreement is entered into for the sole and exclusive benefit of the Parties hereto and their respective permitted successors and assigns. No person or entity other than the Parties (and their permitted successors and assigns) shall have any right, claim, or interest under or by virtue of this Agreement, and no person or entity shall be deemed a third-party beneficiary of this Agreement, except as expressly provided with respect to any assignee of Buyer under Section 9.5 of this Agreement.
[SIGNATURE PAGES FOLLOW]
IN WITNESS WHEREOF, the Parties have caused this Escrow Agreement to be executed as of the date first written above by their respective duly authorized representatives.
BUYER:
IRONHAVEN DATA CENTERS LLC, a Delaware limited liability company
By: ________
Name: Marcus Thorne
Title: Chief Executive Officer
Date: ________
SELLER:
BLACKTHORN REALTY GROUP, INC., a Virginia corporation
By: ________
Name: Donald R. Whitaker
Title: President
Date: ________
ESCROW AGENT:
FIDELITAS TITLE & ESCROW, INC., a Virginia corporation
By: ________
Name: ________
Title: ________
Date: ________
Date of Execution: April 15, 2025
EXHIBIT A
WIRE TRANSFER INSTRUCTIONS
All wire transfers of the First Deposit and Second Deposit (and any other funds delivered pursuant to the Escrow Agreement) shall be made in accordance with the following instructions:
IMPORTANT NOTICE: Prior to initiating any wire transfer, the sending party (or its counsel) should contact Escrow Agent by telephone at (703) 555-8200 to confirm the accuracy of the wire instructions set forth above. Escrow Agent shall not be responsible for any misdirected wire transfer resulting from the use of incorrect or outdated wire instructions. Wire instructions are subject to change; any updated instructions will be provided by Escrow Agent in writing.
EXHIBIT B
FORM OF JOINT DISBURSEMENT INSTRUCTION
[Date]
Fidelitas Title & Escrow, Inc. 44121 Harry Byrd Highway, Suite 120 Ashburn, Virginia 20147
Attention: Escrow Department
Re: Joint Disbursement Instruction — Escrow Agreement dated April 15, 2025 (Ironhaven Data Centers LLC / Blackthorn Realty Group, Inc. — Stonebridge Parcel Earnest Money Deposit)
Ladies and Gentlemen:
Reference is made to that certain Escrow Agreement dated as of April 15, 2025 (the "Escrow Agreement"), by and among Ironhaven Data Centers LLC ("Buyer"), Blackthorn Realty Group, Inc. ("Seller"), and Fidelitas Title & Escrow, Inc. ("Escrow Agent"), relating to the Earnest Money Deposit held in connection with the purchase and sale of the Stonebridge Parcel. Capitalized terms used herein and not otherwise defined shall have the meanings assigned to them in the Escrow Agreement.
Pursuant to Section 4.5 of the Escrow Agreement, Buyer and Seller hereby jointly instruct Escrow Agent to disburse the Earnest Money Deposit (including all interest, income, and earnings accrued thereon) as follows:
This joint instruction is irrevocable and may be relied upon by Escrow Agent.
Please confirm receipt of this instruction and the anticipated disbursement date by return email or written communication.
BUYER: IRONHAVEN DATA CENTERS LLC
By: ________
Name: ________
Title: ________
Date: ________
SELLER: BLACKTHORN REALTY GROUP, INC.
By: ________
Name: ________
Title: ________
Date: ________
EXHIBIT C
LEGAL DESCRIPTION OF THE STONEBRIDGE PARCEL
Property Description:
All that certain tract or parcel of land, with all improvements thereon and appurtenances thereto belonging, situate, lying, and being in the Broad Run Election District, unincorporated Loudoun County, Commonwealth of Virginia, and being more particularly described as follows:
Loudoun County Tax Map Reference: /95-4A-1///
Location: Northeast corner of the intersection of Belmont Ridge Road (Virginia Route 659) and Stonebridge Boulevard, in unincorporated Loudoun County, Virginia 20148.
Acreage: Approximately 62.0 acres, more or less, as shown on the plat or plats of record in the Clerk's Office of the Circuit Court of Loudoun County, Virginia.
Metes and Bounds Description: The full metes and bounds legal description of the Stonebridge Parcel shall be as set forth in the ALTA/NSPS Land Title Survey to be prepared by Lumen Ridge Engineering, PLLC, Licensed Land Surveyors and Civil Engineers, with target completion of June 15, 2025 (the "Survey"). Upon completion and acceptance of the Survey by Buyer and Seller, the metes and bounds description contained therein shall be incorporated herein by reference and shall supplement and, to the extent of any inconsistency, supersede this Exhibit C.