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

first-amendment-stonebridge-psa-draft.docx DOCUMENT Real Estate

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FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT

(Stonebridge Parcel — Loudoun County, Virginia)

DRAFT Prepared as Contingency Document

Date: ______, 2025

CONFIDENTIAL — PREPARED AS CONTINGENCY DOCUMENT FOR POTENTIAL EXECUTION PRIOR TO JULY 14, 2025 DUE DILIGENCE EXPIRATION

This FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT (this "First Amendment") is entered into as of the date last set forth on the signature page hereof (the "Amendment Date"), by and between:

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

IRONHAVEN DATA CENTERS LLC, a Delaware limited liability company, with its principal office located at 44680 Prentice Drive, Suite 200, Ashburn, Virginia 20147 ("Buyer").

Seller and Buyer are each referred to herein individually as a "Party" and collectively as the "Parties."

This First Amendment amends that certain Purchase and Sale Agreement dated as of April 15, 2025, by and between Seller and Buyer (the "Original PSA" or the "Agreement"), governing the sale and purchase of the real property more particularly described therein as the "Property" or the "Stonebridge Parcel," as more fully set forth below.

RECITALS

WHEREAS, the Parties desire to set forth their mutual understandings and agreements with respect to the matters addressed herein, and in consideration of the premises and the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by each Party, the Parties recite as follows:

A. The Original PSA. Seller and Buyer entered into that certain Purchase and Sale Agreement dated as of April 15, 2025 (the "Original PSA"), pursuant to which Seller agreed to sell and Buyer agreed to purchase 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 on the Loudoun County Tax Map as Ref. /95-4A-1/// (the "Property" or the "Stonebridge Parcel"). The purchase price agreed upon under the Original PSA is Fifty-Eight Million Five Hundred Thousand and 00/100 Dollars ($58,500,000.00) (the "Purchase Price"), representing approximately Nine Hundred Forty-Three Thousand Five Hundred Forty-Eight and 00/100 Dollars ($943,548.00) per acre. The Property is currently zoned PD-IP (Planned Development – Industrial Park) under the Loudoun County Revised 1993 Zoning Ordinance, as amended from time to time.

B. Earnest Money Deposit. Pursuant to the terms of the Original PSA, Buyer deposited earnest money in the total amount of Two Million Nine Hundred Twenty-Five Thousand and 00/100 Dollars ($2,925,000.00) (the "Earnest Money Deposit"), representing five percent (5%) of the Purchase Price, with Fidelitas Title & Escrow, Inc., a Virginia corporation ("Escrow Agent"). The Earnest Money Deposit was structured in two (2) tranches: (i) a first tranche of One Million Four Hundred Sixty-Two Thousand Five Hundred and 00/100 Dollars ($1,462,500.00) deposited upon execution of the Original PSA; and (ii) a second tranche of One Million Four Hundred Sixty-Two Thousand Five Hundred and 00/100 Dollars ($1,462,500.00) due and payable upon the expiration of the Due Diligence Period (as defined in the Original PSA).

C. Due Diligence Period. The Original PSA provides for a due diligence investigation period of ninety (90) days from the date of execution of the Original PSA (the "Due Diligence Period"), commencing on April 15, 2025 and expiring at 5:00 p.m. Eastern Time on July 14, 2025. During the Due Diligence Period, Buyer has been conducting environmental, title, survey, geotechnical, and other investigations of the Property in accordance with the terms and conditions of the Original PSA.

D. Environmental Investigations and Need for Extension. Buyer has engaged Pendleton Environmental Associates, Inc. ("Pendleton") to perform Phase I and Phase II Environmental Site Assessments of the Property. The Phase I Environmental Site Assessment ("Phase I ESA"), completed on or about June 1, 2025, identified a recognized environmental condition ("REC") relating to the former agricultural use of the Property, including potential residual pesticide contamination in the northwest quadrant of the Property, an area of approximately 4.2 acres. In response to the findings of the Phase I ESA, Pendleton, under the direction of lead environmental scientist Dr. Renata Volkov, has been authorized by Buyer to conduct a Phase II Environmental Site Assessment ("Phase II ESA"), with a target completion date of July 1, 2025. Buyer has determined that additional time beyond the current Due Diligence Period expiration of July 14, 2025 may be necessary to fully evaluate the results of the Phase II ESA, obtain any additional sampling data or remediation cost estimates as may be warranted by the Phase II ESA findings, and make an informed investment decision regarding the Property. The Parties desire to extend the Due Diligence Period on the terms and conditions set forth herein.

E. Purpose of Amendment. The Parties now desire to amend the Original PSA to extend the Due Diligence Period and to make certain related modifications to the Original PSA, all as more particularly set forth in this First Amendment. Capitalized terms used but not otherwise defined in this First Amendment shall have the meanings ascribed to such terms in the Original PSA.

NOW, THEREFORE, in consideration of the foregoing Recitals, which are incorporated herein by this reference as though fully set forth below, the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by each Party, the Parties agree as follows:

ARTICLE 1 — EXTENSION OF DUE DILIGENCE PERIOD

Section 1.1 — Extended Due Diligence Period.

The Due Diligence Period, as defined in the Original PSA and currently scheduled to expire at 5:00 p.m. Eastern Time on July 14, 2025, is hereby extended by thirty (30) days. As amended hereby, the Due Diligence Period shall expire at 5:00 p.m. Eastern Time on August 13, 2025 (the "Extended Due Diligence Period"). All references in the Original PSA to the "Due Diligence Period" shall, from and after the Amendment Date, be deemed to refer to the Extended Due Diligence Period as modified by this First Amendment. During the Extended Due Diligence Period, Buyer shall retain all rights, remedies, and termination rights set forth in the Original PSA with respect to the Due Diligence Period, including, without limitation, Buyer's right to terminate the Original PSA for any reason or no reason prior to the expiration of the Extended Due Diligence Period and to receive a refund of all refundable portions of the Earnest Money Deposit in accordance with the terms of the Original PSA as amended hereby.

Section 1.2 — Additional Extension Option.

In the event that Buyer reasonably determines that additional time is required to evaluate environmental conditions on the Property beyond August 13, 2025, Buyer shall have the one-time right to extend the Extended Due Diligence Period by one (1) additional period of fifteen (15) days (the "Second Extension Period"), such that the Due Diligence Period, as further extended, would expire at 5:00 p.m. Eastern Time on August 28, 2025. To exercise this right, Buyer shall deliver written notice to Seller (the "Extension Notice") no later than five (5) business days prior to the expiration of the Extended Due Diligence Period (i.e., no later than August 6, 2025). Such Extension Notice shall be delivered in accordance with the notice provisions of the Original PSA, as referenced in Section 7.5 of this First Amendment.

As a condition to the effectiveness of the Second Extension Period, Buyer shall deposit an additional non-refundable earnest money deposit of Two Hundred Fifty Thousand and 00/100 Dollars ($250,000.00) (the "Extension Deposit") with Fidelitas Title & Escrow, Inc. within two (2) business days following the date of Buyer's delivery of the Extension Notice. The Extension Deposit shall be applied toward the Purchase Price at Closing; provided, however, that the Extension Deposit shall be non-refundable to Buyer under all circumstances, except in the event of a default by Seller under the Original PSA (as amended hereby). Failure by Buyer to timely deliver the Extension Deposit in accordance with this Section 1.2 shall render the Extension Notice null and void, and the Due Diligence Period shall expire on August 13, 2025 as provided in Section 1.1 above.

ARTICLE 2 — ADJUSTMENTS TO EARNEST MONEY DEPOSIT

Section 2.1 — Second Tranche Deposit Timing.

The Original PSA requires Buyer to deposit the second tranche of the Earnest Money Deposit in the amount of One Million Four Hundred Sixty-Two Thousand Five Hundred and 00/100 Dollars ($1,462,500.00) with the Escrow Agent upon the expiration of the Due Diligence Period. As amended hereby, the second tranche of the Earnest Money Deposit in the amount of $1,462,500.00 shall be due and payable to Fidelitas Title & Escrow, Inc. within two (2) business days following the expiration of the Extended Due Diligence Period (or, if applicable, the Second Extension Period), provided that Buyer has not exercised its termination right under the Original PSA during the Due Diligence Period as extended by this First Amendment. For the avoidance of doubt, if Buyer does not terminate the Original PSA prior to the expiration of the applicable Due Diligence Period (as extended), the total earnest money on deposit with the Escrow Agent following Buyer's deposit of the second tranche shall be Two Million Nine Hundred Twenty-Five Thousand and 00/100 Dollars ($2,925,000.00), or Three Million One Hundred Seventy-Five Thousand and 00/100 Dollars ($3,175,000.00) in the event the Extension Deposit has been made pursuant to Section 1.2 hereof.

Section 2.2 — Escrow Agent Acknowledgment.

Fidelitas Title & Escrow, Inc., in its capacity as Escrow Agent under the Original PSA, by executing the Escrow Agent Acknowledgment attached hereto and made a part hereof, hereby acknowledges receipt of this First Amendment and agrees to hold and disburse the Earnest Money Deposit (including any Extension Deposit received pursuant to Section 1.2 hereof) in accordance with the terms and conditions of the Original PSA as amended by this First Amendment. The Escrow Agent shall hold all earnest money deposits in an interest-bearing escrow account in accordance with the terms of the Original PSA, and any interest earned thereon shall be distributed in the same manner as the underlying deposit to which such interest relates.

ARTICLE 3 — ADJUSTMENT TO CLOSING DATE

Section 3.1 — Closing Date.

The targeted Closing Date under the Original PSA is September 15, 2025. The Parties acknowledge that the extension of the Due Diligence Period as provided in this First Amendment may necessitate an adjustment to the Closing Date. Accordingly, the following provisions shall apply:

(a) If Buyer exercises the Second Extension Period pursuant to Section 1.2 of this First Amendment, the Closing Date shall be automatically extended from September 15, 2025 to September 30, 2025, unless the Parties mutually agree in writing to an earlier Closing Date. All references in the Original PSA to the "Closing Date" shall, if the Second Extension Period has been exercised, be deemed to refer to September 30, 2025 (as may be further adjusted by mutual written agreement of the Parties).

(b) If Buyer does not exercise the Second Extension Period, the Closing Date shall remain September 15, 2025, subject to all other terms, conditions, and adjustment provisions set forth in the Original PSA. Nothing in this First Amendment shall limit or impair any right of either Party to extend or adjust the Closing Date pursuant to any other provision of the Original PSA.

Section 3.2 — Coordination with Related Transactions.

The Parties acknowledge that the Closing under the Original PSA is intended to occur concurrently, or in close coordination, with the closing of Buyer's acquisition of the adjacent parcel identified on the Loudoun County Tax Map as Ref. /95-4A-2///, comprising approximately 19.4 acres (the "Meridian Parcel"), from Meridian Acres LLC, pursuant to a separate purchase and sale agreement between Buyer (or its assignee) and Meridian Acres LLC (the "Meridian Acquisition"). The Parties acknowledge that any extension of the Closing Date under this First Amendment may require corresponding coordination with the timeline and closing conditions applicable to the Meridian Acquisition.

Buyer shall use commercially reasonable efforts to keep Seller informed of material developments affecting the Closing timeline, including, without limitation, any delays or modifications to the Meridian Acquisition that could reasonably be expected to affect the timing of Closing under the Original PSA. Nothing in this Section 3.2 shall be construed to condition the Closing under the Original PSA upon the closing of the Meridian Acquisition, unless otherwise expressly provided in the Original PSA.

ARTICLE 4 — BUYER'S CONTINUING DUE DILIGENCE RIGHTS

Section 4.1 — Access to Property.

During the Extended Due Diligence Period (and the Second Extension Period, if applicable), Buyer and its authorized agents, consultants, engineers, and contractors shall continue to have the right to access the Property for inspection, testing, sampling, and investigation in accordance with the access provisions set forth in the Original PSA. Without limiting the foregoing, the Parties acknowledge that Buyer's authorized consultants and contractors include the following:

(a) Pendleton Environmental Associates, Inc. — Phase I and Phase II Environmental Site Assessments (lead environmental scientist: Dr. Renata Volkov);

(b) Brannigan Geotechnical Engineering, LLC — geotechnical investigation and analysis (project engineer: Neil Brannigan, PE);

(c) Lumen Ridge Engineering, PLLC — civil and site engineering, ALTA/NSPS land title survey (project principal: Carlos Esteban, PE); and

(d) Greystone Appraisal Partners, LLC — real property appraisal.

Buyer shall provide Seller with at least forty-eight (48) hours' prior written notice before conducting any invasive or subsurface testing on the Property during the Extended Due Diligence Period (or the Second Extension Period, if applicable). Such notice shall identify the nature and scope of the proposed testing activities, the area(s) of the Property to be affected, and the name(s) of the personnel who will be present on the Property. Buyer shall comply with all applicable insurance requirements, indemnification obligations, and restoration obligations set forth in the Original PSA with respect to any such access and testing activities.

Section 4.2 — Environmental Investigation Scope.

Without limiting the generality of Section 4.1 above, Buyer's Phase II ESA activities during the Extended Due Diligence Period (and the Second Extension Period, if applicable) may include, without limitation, additional soil boring, groundwater sampling, monitoring well installation, and laboratory analysis in the northwest quadrant of the Property (an area of approximately 4.2 acres) where the Phase I ESA identified a recognized environmental condition relating to potential residual pesticide contamination. Buyer's environmental investigations may also include the collection of supplemental data necessary to evaluate remediation cost estimates, regulatory compliance requirements, and any restrictions that may be applicable to the intended use of the Property as a data center campus.

Buyer shall conduct all Phase II ESA activities in accordance with applicable ASTM International standards, including ASTM E1903-19 (Standard Practice for Environmental Site Assessments: Phase II Environmental Site Assessment Process), and in compliance with all applicable guidance and requirements of the Virginia Department of Environmental Quality ("DEQ"), including, without limitation, the DEQ's Voluntary Remediation Program ("VRP") guidelines to the extent applicable.

Buyer shall provide Seller with copies of all Phase II ESA reports (including any supplemental sampling reports, remediation cost estimates, and related deliverables) within five (5) business days of Buyer's receipt of such reports from Pendleton or any other environmental consultant retained by Buyer. All such reports and information shared with Seller pursuant to this Section 4.2 shall be subject to the confidentiality provisions set forth in the Original PSA. Seller acknowledges that such reports are being provided for informational purposes only and that Buyer makes no representation or warranty as to the accuracy, completeness, or conclusions of any such report.

Section 4.3 — Buyer's Termination Right Preserved.

Buyer's right to terminate the Original PSA during the Due Diligence Period (as extended by this First Amendment) and to receive a full refund of all refundable Earnest Money Deposits shall remain in full force and effect through the expiration of the Extended Due Diligence Period (or the Second Extension Period, if exercised by Buyer pursuant to Section 1.2 hereof). Buyer may exercise its termination right at any time prior to 5:00 p.m. Eastern Time on the last day of the applicable Due Diligence Period (as extended) by delivering written notice to Seller in accordance with the notice provisions of the Original PSA.

In the event Buyer elects to terminate the Original PSA during the Due Diligence Period (as extended), Fidelitas Title & Escrow, Inc. shall promptly return to Buyer all earnest money deposits then held by the Escrow Agent, subject to the following: if the Second Extension Period has been exercised by Buyer and the Extension Deposit has been deposited with the Escrow Agent pursuant to Section 1.2 hereof, the Extension Deposit of Two Hundred Fifty Thousand and 00/100 Dollars ($250,000.00) shall be non-refundable to Buyer and shall be released to Seller, and only the remaining portions of the Earnest Money Deposit (i.e., the first tranche of $1,462,500.00) shall be refunded to Buyer. The second tranche of the Earnest Money Deposit shall not have become due by the time of such termination and shall not be payable by Buyer.

ARTICLE 5 — ASSIGNMENT

Section 5.1 — Assignment Rights.

The Parties acknowledge that Buyer intends, prior to Closing, to assign its rights and obligations under the Original PSA (as amended by this First Amendment) to Stonebridge Campus Holdings LLC, a Virginia limited liability company to be formed as a single-purpose entity wholly owned, directly or indirectly, by Buyer (the "Assignee"), in accordance with the assignment provisions set forth in the Original PSA. The Parties further acknowledge that the formation of the Assignee has not yet been completed as of the date of this First Amendment.

Any such assignment by Buyer to the Assignee shall be subject to and in accordance with the assignment provisions of the Original PSA. Notwithstanding any such assignment, Buyer shall not be released from any of its obligations under the Original PSA as amended by this First Amendment unless Seller provides its prior written consent to such release. Upon any permitted assignment, the Assignee shall assume all obligations of the Buyer under the Original PSA as amended hereby and shall be bound by all terms and conditions hereof and thereof.

ARTICLE 6 — REPRESENTATIONS AND WARRANTIES

Section 6.1 — Seller's Bring-Down.

Seller hereby represents and warrants to Buyer that, as of the date of this First Amendment, all representations and warranties of Seller set forth in the Original PSA remain true, correct, and complete in all material respects, and no event has occurred since the date of the Original PSA that would cause any such representation or warranty to be untrue or materially misleading. Without limiting the generality of the foregoing, Seller represents and warrants that:

(a) Since the date of the Original PSA, Seller has not received any notice from any governmental authority, including, without limitation, Loudoun County, the Virginia Department of Environmental Quality, the United States Environmental Protection Agency, or any other federal, state, or local environmental regulatory agency, of any environmental violation, environmental lien, enforcement action, or investigation with respect to the Property;

(b) Since the date of the Original PSA, Seller has not entered into any agreement, lease, easement, license, or encumbrance affecting the Property, nor has Seller taken any action that would materially affect the condition, title, or value of the Property, without the prior written consent of Buyer; and

(c) Seller has complied with all of its obligations under the Original PSA in all material respects through the date hereof.

Section 6.2 — Buyer's Bring-Down.

Buyer hereby represents and warrants to Seller that, as of the date of this First Amendment, all representations and warranties of Buyer set forth in the Original PSA remain true, correct, and complete in all material respects, and no event has occurred since the date of the Original PSA that would cause any such representation or warranty to be untrue or materially misleading. Without limiting the generality of the foregoing, Buyer confirms that it has deposited the first tranche of the Earnest Money Deposit in the amount of One Million Four Hundred Sixty-Two Thousand Five Hundred and 00/100 Dollars ($1,462,500.00) with Fidelitas Title & Escrow, Inc. in accordance with the terms of the Original PSA, and that such funds remain on deposit with the Escrow Agent as of the date hereof.

ARTICLE 7 — MISCELLANEOUS PROVISIONS

Section 7.1 — Full Force and Effect.

Except as expressly modified, amended, or supplemented by this First Amendment, the Original PSA shall remain in full force and effect and is hereby ratified and confirmed by each of the Parties in all respects. The Original PSA and this First Amendment shall be read together and construed as a single integrated agreement. In the event of any conflict or inconsistency between the terms and provisions of this First Amendment and the terms and provisions of the Original PSA, the terms and provisions of this First Amendment shall govern and control.

Section 7.2 — Governing Law.

This First Amendment shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia, without regard to any conflicts-of-law principles that would require or permit the application of the laws of any other jurisdiction. The Parties consent to the exclusive jurisdiction and venue of the courts of Loudoun County, Virginia, and the United States District Court for the Eastern District of Virginia, Alexandria Division, for any disputes arising out of or relating to this First Amendment or the Original PSA.

Section 7.3 — Counterparts; Electronic Signatures.

This First Amendment may be executed in two or more counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute one and the same instrument. Signatures transmitted by electronic means, including by portable document format (PDF) or other electronic image transmitted via email, or by electronic signature platforms compliant with the Virginia Uniform Electronic Transactions Act (Va. Code § 59.1-479 et seq.), shall be deemed original signatures for all purposes and shall have the same force and effect as original ink signatures.

Section 7.4 — Entire Agreement.

The Original PSA, as amended by this First Amendment, together with all exhibits, schedules, and addenda attached thereto or referenced therein, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, discussions, representations, understandings, and agreements, whether oral or written, between the Parties with respect to such subject matter. No amendment, modification, or waiver of any provision of this First Amendment shall be effective unless in writing and signed by both Parties.

Section 7.5 — Notices.

All notices, requests, demands, consents, approvals, and other communications required or permitted under this First Amendment shall be given in accordance with the notice provisions set forth in the Original PSA. For the avoidance of doubt, the notice addresses of the Parties are as follows:

If to Seller:

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

Attention: Donald R. Whitaker, President

Telephone: (703) 555-4120

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.

Telephone: (703) 555-7800

Email: hpoole@wpslegal.com

If to Buyer:

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

Attention: Leonard Castellano, Executive Vice President, Development

Telephone: (571) 555-3310

Email: lcastellano@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. / Cynthia Ho, Esq.

Telephone: (202) 555-6100

Email: dfairchild@calderwoodharkness.com / cho@calderwoodharkness.com

Section 7.6 — Authority.

Each Party hereby represents and warrants to the other that (a) such Party has full right, power, and authority to enter into this First Amendment and to perform its obligations hereunder; (b) the execution, delivery, and performance of this First Amendment has been duly authorized by all necessary corporate or limited liability company action, as applicable; (c) this First Amendment constitutes the legal, valid, and binding obligation of such Party, enforceable against such Party in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, and similar laws affecting the rights of creditors generally and to general principles of equity; and (d) the person executing this First Amendment on behalf of such Party is duly authorized to do so.

[SIGNATURE PAGES FOLLOW]

IN WITNESS WHEREOF, the Parties have caused this First Amendment to Purchase and Sale Agreement to be duly executed as of the date first set forth above.

SELLER:

BLACKTHORN REALTY GROUP, INC., a Virginia corporation

By: ________

Name: Donald R. Whitaker

Title: President

Date: ________

BUYER:

IRONHAVEN DATA CENTERS LLC, a Delaware limited liability company

By: ________

Name: Marcus Thorne

Title: Chief Executive Officer

Date: ________

ESCROW AGENT ACKNOWLEDGMENT

The undersigned, Fidelitas Title & Escrow, Inc., a Virginia corporation, in its capacity as Escrow Agent under the Original PSA, hereby acknowledges that it has received a copy of this First Amendment to Purchase and Sale Agreement dated as of the date set forth on the signature page hereof by and between Blackthorn Realty Group, Inc. and Ironhaven Data Centers LLC. The Escrow Agent hereby agrees to hold and disburse the Earnest Money Deposit (including any Extension Deposit received pursuant to Section 1.2 of this First Amendment) in accordance with the terms and conditions of the Original PSA as amended by this First Amendment. The Escrow Agent confirms that, as of the date hereof, it holds the first tranche of the Earnest Money Deposit in the amount of One Million Four Hundred Sixty-Two Thousand Five Hundred and 00/100 Dollars ($1,462,500.00) in its escrow account in accordance with the Original PSA.

FIDELITAS TITLE & ESCROW, INC., a Virginia corporation

44121 Harry Byrd Highway, Suite 120 Ashburn, Virginia 20147

By: ________

Name: ________

Title: ________

Date: ________

EXHIBIT A

LEGAL DESCRIPTION OF THE PROPERTY

The Property that is the subject of the Original PSA and this First Amendment is that certain parcel of real property comprising approximately 62.0 acres, located at the northeast corner of Belmont Ridge Road (Virginia Route 659) and Stonebridge Boulevard, in unincorporated Loudoun County, Virginia 20148, and identified on the Loudoun County Tax Map as Reference Number /95-4A-1///.

The legal description of the Property, including all metes and bounds, courses, distances, and monuments, is set forth in Exhibit A to the Original PSA, which legal description is incorporated herein by this reference as though fully set forth herein and is not restated in this First Amendment.

In the event of any discrepancy between the legal description set forth in Exhibit A to the Original PSA and the ALTA/NSPS Land Title Survey to be prepared by Lumen Ridge Engineering, PLLC (project principal: Carlos Esteban, PE; target completion date: June 15, 2025) (the "Survey"), the metes and bounds description as shown on the Survey shall control, subject to the Parties' right to review and approve the Survey prior to Closing in accordance with the terms of the Original PSA.

[END OF FIRST AMENDMENT]

FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT
(Stonebridge Parcel — Loudoun County, Virginia)
DRAFT Prepared as Contingency Document
Date: ______, 2025
CONFIDENTIAL — PREPARED AS CONTINGENCY DOCUMENT FOR POTENTIAL EXECUTION PRIOR TO JULY 14, 2025 DUE DILIGENCE EXPIRATION
This FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT (this "First Amendment") is entered into as of the date last set forth on the signature page hereof (the "Amendment Date"), by and between:
BLACKTHORN REALTY GROUP, INC., a Virginia corporation, with its principal office located at 112 East Market Street, Suite 400, Leesburg, Virginia 20176 ("Seller"); and
IRONHAVEN DATA CENTERS LLC, a Delaware limited liability company, with its principal office located at 44680 Prentice Drive, Suite 200, Ashburn, Virginia 20147 ("Buyer").
Seller and Buyer are each referred to herein individually as a "Party" and collectively as the "Parties."
This First Amendment amends that certain Purchase and Sale Agreement dated as of April 15, 2025, by and between Seller and Buyer (the "Original PSA" or the "Agreement"), governing the sale and purchase of the real property more particularly described therein as the "Property" or the "Stonebridge Parcel," as more fully set forth below.
RECITALS
WHEREAS, the Parties desire to set forth their mutual understandings and agreements with respect to the matters addressed herein, and in consideration of the premises and the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by each Party, the Parties recite as follows:
A. The Original PSA. Seller and Buyer entered into that certain Purchase and Sale Agreement dated as of April 15, 2025 (the "Original PSA"), pursuant to which Seller agreed to sell and Buyer agreed to purchase 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 on the Loudoun County Tax Map as Ref. /95-4A-1/// (the "Property" or the "Stonebridge Parcel"). The purchase price agreed upon under the Original PSA is Fifty-Eight Million Five Hundred Thousand and 00/100 Dollars ($58,500,000.00) (the "Purchase Price"), representing approximately Nine Hundred Forty-Three Thousand Five Hundred Forty-Eight and 00/100 Dollars ($943,548.00) per acre. The Property is currently zoned PD-IP (Planned Development – Industrial Park) under the Loudoun County Revised 1993 Zoning Ordinance, as amended from time to time.
B. Earnest Money Deposit. Pursuant to the terms of the Original PSA, Buyer deposited earnest money in the total amount of Two Million Nine Hundred Twenty-Five Thousand and 00/100 Dollars ($2,925,000.00) (the "Earnest Money Deposit"), representing five percent (5%) of the Purchase Price, with Fidelitas Title & Escrow, Inc., a Virginia corporation ("Escrow Agent"). The Earnest Money Deposit was structured in two (2) tranches: (i) a first tranche of One Million Four Hundred Sixty-Two Thousand Five Hundred and 00/100 Dollars ($1,462,500.00) deposited upon execution of the Original PSA; and (ii) a second tranche of One Million Four Hundred Sixty-Two Thousand Five Hundred and 00/100 Dollars ($1,462,500.00) due and payable upon the expiration of the Due Diligence Period (as defined in the Original PSA).
C. Due Diligence Period. The Original PSA provides for a due diligence investigation period of ninety (90) days from the date of execution of the Original PSA (the "Due Diligence Period"), commencing on April 15, 2025 and expiring at 5:00 p.m. Eastern Time on July 14, 2025. During the Due Diligence Period, Buyer has been conducting environmental, title, survey, geotechnical, and other investigations of the Property in accordance with the terms and conditions of the Original PSA.
D. Environmental Investigations and Need for Extension. Buyer has engaged Pendleton Environmental Associates, Inc. ("Pendleton") to perform Phase I and Phase II Environmental Site Assessments of the Property. The Phase I Environmental Site Assessment ("Phase I ESA"), completed on or about June 1, 2025, identified a recognized environmental condition ("REC") relating to the former agricultural use of the Property, including potential residual pesticide contamination in the northwest quadrant of the Property, an area of approximately 4.2 acres. In response to the findings of the Phase I ESA, Pendleton, under the direction of lead environmental scientist Dr. Renata Volkov, has been authorized by Buyer to conduct a Phase II Environmental Site Assessment ("Phase II ESA"), with a target completion date of July 1, 2025. Buyer has determined that additional time beyond the current Due Diligence Period expiration of July 14, 2025 may be necessary to fully evaluate the results of the Phase II ESA, obtain any additional sampling data or remediation cost estimates as may be warranted by the Phase II ESA findings, and make an informed investment decision regarding the Property. The Parties desire to extend the Due Diligence Period on the terms and conditions set forth herein.
E. Purpose of Amendment. The Parties now desire to amend the Original PSA to extend the Due Diligence Period and to make certain related modifications to the Original PSA, all as more particularly set forth in this First Amendment. Capitalized terms used but not otherwise defined in this First Amendment shall have the meanings ascribed to such terms in the Original PSA.
NOW, THEREFORE, in consideration of the foregoing Recitals, which are incorporated herein by this reference as though fully set forth below, the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by each Party, the Parties agree as follows:
ARTICLE 1 — EXTENSION OF DUE DILIGENCE PERIOD
Section 1.1 — Extended Due Diligence Period.
The Due Diligence Period, as defined in the Original PSA and currently scheduled to expire at 5:00 p.m. Eastern Time on July 14, 2025, is hereby extended by thirty (30) days. As amended hereby, the Due Diligence Period shall expire at 5:00 p.m. Eastern Time on August 13, 2025 (the "Extended Due Diligence Period"). All references in the Original PSA to the "Due Diligence Period" shall, from and after the Amendment Date, be deemed to refer to the Extended Due Diligence Period as modified by this First Amendment. During the Extended Due Diligence Period, Buyer shall retain all rights, remedies, and termination rights set forth in the Original PSA with respect to the Due Diligence Period, including, without limitation, Buyer's right to terminate the Original PSA for any reason or no reason prior to the expiration of the Extended Due Diligence Period and to receive a refund of all refundable portions of the Earnest Money Deposit in accordance with the terms of the Original PSA as amended hereby.
Section 1.2 — Additional Extension Option.
In the event that Buyer reasonably determines that additional time is required to evaluate environmental conditions on the Property beyond August 13, 2025, Buyer shall have the one-time right to extend the Extended Due Diligence Period by one (1) additional period of fifteen (15) days (the "Second Extension Period"), such that the Due Diligence Period, as further extended, would expire at 5:00 p.m. Eastern Time on August 28, 2025. To exercise this right, Buyer shall deliver written notice to Seller (the "Extension Notice") no later than five (5) business days prior to the expiration of the Extended Due Diligence Period (i.e., no later than August 6, 2025). Such Extension Notice shall be delivered in accordance with the notice provisions of the Original PSA, as referenced in Section 7.5 of this First Amendment.
As a condition to the effectiveness of the Second Extension Period, Buyer shall deposit an additional non-refundable earnest money deposit of Two Hundred Fifty Thousand and 00/100 Dollars ($250,000.00) (the "Extension Deposit") with Fidelitas Title & Escrow, Inc. within two (2) business days following the date of Buyer's delivery of the Extension Notice. The Extension Deposit shall be applied toward the Purchase Price at Closing; provided, however, that the Extension Deposit shall be non-refundable to Buyer under all circumstances, except in the event of a default by Seller under the Original PSA (as amended hereby). Failure by Buyer to timely deliver the Extension Deposit in accordance with this Section 1.2 shall render the Extension Notice null and void, and the Due Diligence Period shall expire on August 13, 2025 as provided in Section 1.1 above.
ARTICLE 2 — ADJUSTMENTS TO EARNEST MONEY DEPOSIT
Section 2.1 — Second Tranche Deposit Timing.
The Original PSA requires Buyer to deposit the second tranche of the Earnest Money Deposit in the amount of One Million Four Hundred Sixty-Two Thousand Five Hundred and 00/100 Dollars ($1,462,500.00) with the Escrow Agent upon the expiration of the Due Diligence Period. As amended hereby, the second tranche of the Earnest Money Deposit in the amount of $1,462,500.00 shall be due and payable to Fidelitas Title & Escrow, Inc. within two (2) business days following the expiration of the Extended Due Diligence Period (or, if applicable, the Second Extension Period), provided that Buyer has not exercised its termination right under the Original PSA during the Due Diligence Period as extended by this First Amendment. For the avoidance of doubt, if Buyer does not terminate the Original PSA prior to the expiration of the applicable Due Diligence Period (as extended), the total earnest money on deposit with the Escrow Agent following Buyer's deposit of the second tranche shall be Two Million Nine Hundred Twenty-Five Thousand and 00/100 Dollars ($2,925,000.00), or Three Million One Hundred Seventy-Five Thousand and 00/100 Dollars ($3,175,000.00) in the event the Extension Deposit has been made pursuant to Section 1.2 hereof.
Section 2.2 — Escrow Agent Acknowledgment.
Fidelitas Title & Escrow, Inc., in its capacity as Escrow Agent under the Original PSA, by executing the Escrow Agent Acknowledgment attached hereto and made a part hereof, hereby acknowledges receipt of this First Amendment and agrees to hold and disburse the Earnest Money Deposit (including any Extension Deposit received pursuant to Section 1.2 hereof) in accordance with the terms and conditions of the Original PSA as amended by this First Amendment. The Escrow Agent shall hold all earnest money deposits in an interest-bearing escrow account in accordance with the terms of the Original PSA, and any interest earned thereon shall be distributed in the same manner as the underlying deposit to which such interest relates.
ARTICLE 3 — ADJUSTMENT TO CLOSING DATE
Section 3.1 — Closing Date.
The targeted Closing Date under the Original PSA is September 15, 2025. The Parties acknowledge that the extension of the Due Diligence Period as provided in this First Amendment may necessitate an adjustment to the Closing Date. Accordingly, the following provisions shall apply:
(a) If Buyer exercises the Second Extension Period pursuant to Section 1.2 of this First Amendment, the Closing Date shall be automatically extended from September 15, 2025 to September 30, 2025, unless the Parties mutually agree in writing to an earlier Closing Date. All references in the Original PSA to the "Closing Date" shall, if the Second Extension Period has been exercised, be deemed to refer to September 30, 2025 (as may be further adjusted by mutual written agreement of the Parties).
(b) If Buyer does not exercise the Second Extension Period, the Closing Date shall remain September 15, 2025, subject to all other terms, conditions, and adjustment provisions set forth in the Original PSA. Nothing in this First Amendment shall limit or impair any right of either Party to extend or adjust the Closing Date pursuant to any other provision of the Original PSA.
Section 3.2 — Coordination with Related Transactions.
The Parties acknowledge that the Closing under the Original PSA is intended to occur concurrently, or in close coordination, with the closing of Buyer's acquisition of the adjacent parcel identified on the Loudoun County Tax Map as Ref. /95-4A-2///, comprising approximately 19.4 acres (the "Meridian Parcel"), from Meridian Acres LLC, pursuant to a separate purchase and sale agreement between Buyer (or its assignee) and Meridian Acres LLC (the "Meridian Acquisition"). The Parties acknowledge that any extension of the Closing Date under this First Amendment may require corresponding coordination with the timeline and closing conditions applicable to the Meridian Acquisition.
Buyer shall use commercially reasonable efforts to keep Seller informed of material developments affecting the Closing timeline, including, without limitation, any delays or modifications to the Meridian Acquisition that could reasonably be expected to affect the timing of Closing under the Original PSA. Nothing in this Section 3.2 shall be construed to condition the Closing under the Original PSA upon the closing of the Meridian Acquisition, unless otherwise expressly provided in the Original PSA.
ARTICLE 4 — BUYER'S CONTINUING DUE DILIGENCE RIGHTS
Section 4.1 — Access to Property.
During the Extended Due Diligence Period (and the Second Extension Period, if applicable), Buyer and its authorized agents, consultants, engineers, and contractors shall continue to have the right to access the Property for inspection, testing, sampling, and investigation in accordance with the access provisions set forth in the Original PSA. Without limiting the foregoing, the Parties acknowledge that Buyer's authorized consultants and contractors include the following:
(a) Pendleton Environmental Associates, Inc. — Phase I and Phase II Environmental Site Assessments (lead environmental scientist: Dr. Renata Volkov);
(b) Brannigan Geotechnical Engineering, LLC — geotechnical investigation and analysis (project engineer: Neil Brannigan, PE);
(c) Lumen Ridge Engineering, PLLC — civil and site engineering, ALTA/NSPS land title survey (project principal: Carlos Esteban, PE); and
(d) Greystone Appraisal Partners, LLC — real property appraisal.
Buyer shall provide Seller with at least forty-eight (48) hours' prior written notice before conducting any invasive or subsurface testing on the Property during the Extended Due Diligence Period (or the Second Extension Period, if applicable). Such notice shall identify the nature and scope of the proposed testing activities, the area(s) of the Property to be affected, and the name(s) of the personnel who will be present on the Property. Buyer shall comply with all applicable insurance requirements, indemnification obligations, and restoration obligations set forth in the Original PSA with respect to any such access and testing activities.
Section 4.2 — Environmental Investigation Scope.
Without limiting the generality of Section 4.1 above, Buyer's Phase II ESA activities during the Extended Due Diligence Period (and the Second Extension Period, if applicable) may include, without limitation, additional soil boring, groundwater sampling, monitoring well installation, and laboratory analysis in the northwest quadrant of the Property (an area of approximately 4.2 acres) where the Phase I ESA identified a recognized environmental condition relating to potential residual pesticide contamination. Buyer's environmental investigations may also include the collection of supplemental data necessary to evaluate remediation cost estimates, regulatory compliance requirements, and any restrictions that may be applicable to the intended use of the Property as a data center campus.
Buyer shall conduct all Phase II ESA activities in accordance with applicable ASTM International standards, including ASTM E1903-19 (Standard Practice for Environmental Site Assessments: Phase II Environmental Site Assessment Process), and in compliance with all applicable guidance and requirements of the Virginia Department of Environmental Quality ("DEQ"), including, without limitation, the DEQ's Voluntary Remediation Program ("VRP") guidelines to the extent applicable.
Buyer shall provide Seller with copies of all Phase II ESA reports (including any supplemental sampling reports, remediation cost estimates, and related deliverables) within five (5) business days of Buyer's receipt of such reports from Pendleton or any other environmental consultant retained by Buyer. All such reports and information shared with Seller pursuant to this Section 4.2 shall be subject to the confidentiality provisions set forth in the Original PSA. Seller acknowledges that such reports are being provided for informational purposes only and that Buyer makes no representation or warranty as to the accuracy, completeness, or conclusions of any such report.
Section 4.3 — Buyer's Termination Right Preserved.
Buyer's right to terminate the Original PSA during the Due Diligence Period (as extended by this First Amendment) and to receive a full refund of all refundable Earnest Money Deposits shall remain in full force and effect through the expiration of the Extended Due Diligence Period (or the Second Extension Period, if exercised by Buyer pursuant to Section 1.2 hereof). Buyer may exercise its termination right at any time prior to 5:00 p.m. Eastern Time on the last day of the applicable Due Diligence Period (as extended) by delivering written notice to Seller in accordance with the notice provisions of the Original PSA.
In the event Buyer elects to terminate the Original PSA during the Due Diligence Period (as extended), Fidelitas Title & Escrow, Inc. shall promptly return to Buyer all earnest money deposits then held by the Escrow Agent, subject to the following: if the Second Extension Period has been exercised by Buyer and the Extension Deposit has been deposited with the Escrow Agent pursuant to Section 1.2 hereof, the Extension Deposit of Two Hundred Fifty Thousand and 00/100 Dollars ($250,000.00) shall be non-refundable to Buyer and shall be released to Seller, and only the remaining portions of the Earnest Money Deposit (i.e., the first tranche of $1,462,500.00) shall be refunded to Buyer. The second tranche of the Earnest Money Deposit shall not have become due by the time of such termination and shall not be payable by Buyer.
ARTICLE 5 — ASSIGNMENT
Section 5.1 — Assignment Rights.
The Parties acknowledge that Buyer intends, prior to Closing, to assign its rights and obligations under the Original PSA (as amended by this First Amendment) to Stonebridge Campus Holdings LLC, a Virginia limited liability company to be formed as a single-purpose entity wholly owned, directly or indirectly, by Buyer (the "Assignee"), in accordance with the assignment provisions set forth in the Original PSA. The Parties further acknowledge that the formation of the Assignee has not yet been completed as of the date of this First Amendment.
Any such assignment by Buyer to the Assignee shall be subject to and in accordance with the assignment provisions of the Original PSA. Notwithstanding any such assignment, Buyer shall not be released from any of its obligations under the Original PSA as amended by this First Amendment unless Seller provides its prior written consent to such release. Upon any permitted assignment, the Assignee shall assume all obligations of the Buyer under the Original PSA as amended hereby and shall be bound by all terms and conditions hereof and thereof.
ARTICLE 6 — REPRESENTATIONS AND WARRANTIES
Section 6.1 — Seller's Bring-Down.
Seller hereby represents and warrants to Buyer that, as of the date of this First Amendment, all representations and warranties of Seller set forth in the Original PSA remain true, correct, and complete in all material respects, and no event has occurred since the date of the Original PSA that would cause any such representation or warranty to be untrue or materially misleading. Without limiting the generality of the foregoing, Seller represents and warrants that:
(a) Since the date of the Original PSA, Seller has not received any notice from any governmental authority, including, without limitation, Loudoun County, the Virginia Department of Environmental Quality, the United States Environmental Protection Agency, or any other federal, state, or local environmental regulatory agency, of any environmental violation, environmental lien, enforcement action, or investigation with respect to the Property;
(b) Since the date of the Original PSA, Seller has not entered into any agreement, lease, easement, license, or encumbrance affecting the Property, nor has Seller taken any action that would materially affect the condition, title, or value of the Property, without the prior written consent of Buyer; and
(c) Seller has complied with all of its obligations under the Original PSA in all material respects through the date hereof.
Section 6.2 — Buyer's Bring-Down.
Buyer hereby represents and warrants to Seller that, as of the date of this First Amendment, all representations and warranties of Buyer set forth in the Original PSA remain true, correct, and complete in all material respects, and no event has occurred since the date of the Original PSA that would cause any such representation or warranty to be untrue or materially misleading. Without limiting the generality of the foregoing, Buyer confirms that it has deposited the first tranche of the Earnest Money Deposit in the amount of One Million Four Hundred Sixty-Two Thousand Five Hundred and 00/100 Dollars ($1,462,500.00) with Fidelitas Title & Escrow, Inc. in accordance with the terms of the Original PSA, and that such funds remain on deposit with the Escrow Agent as of the date hereof.
ARTICLE 7 — MISCELLANEOUS PROVISIONS
Section 7.1 — Full Force and Effect.
Except as expressly modified, amended, or supplemented by this First Amendment, the Original PSA shall remain in full force and effect and is hereby ratified and confirmed by each of the Parties in all respects. The Original PSA and this First Amendment shall be read together and construed as a single integrated agreement. In the event of any conflict or inconsistency between the terms and provisions of this First Amendment and the terms and provisions of the Original PSA, the terms and provisions of this First Amendment shall govern and control.
Section 7.2 — Governing Law.
This First Amendment shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia, without regard to any conflicts-of-law principles that would require or permit the application of the laws of any other jurisdiction. The Parties consent to the exclusive jurisdiction and venue of the courts of Loudoun County, Virginia, and the United States District Court for the Eastern District of Virginia, Alexandria Division, for any disputes arising out of or relating to this First Amendment or the Original PSA.
Section 7.3 — Counterparts; Electronic Signatures.
This First Amendment may be executed in two or more counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute one and the same instrument. Signatures transmitted by electronic means, including by portable document format (PDF) or other electronic image transmitted via email, or by electronic signature platforms compliant with the Virginia Uniform Electronic Transactions Act (Va. Code § 59.1-479 et seq.), shall be deemed original signatures for all purposes and shall have the same force and effect as original ink signatures.
Section 7.4 — Entire Agreement.
The Original PSA, as amended by this First Amendment, together with all exhibits, schedules, and addenda attached thereto or referenced therein, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, discussions, representations, understandings, and agreements, whether oral or written, between the Parties with respect to such subject matter. No amendment, modification, or waiver of any provision of this First Amendment shall be effective unless in writing and signed by both Parties.
Section 7.5 — Notices.
All notices, requests, demands, consents, approvals, and other communications required or permitted under this First Amendment shall be given in accordance with the notice provisions set forth in the Original PSA. For the avoidance of doubt, the notice addresses of the Parties are as follows:
If to Seller:
Blackthorn Realty Group, Inc. 112 East Market Street, Suite 400 Leesburg, Virginia 20176
Attention: Donald R. Whitaker, President
Telephone: (703) 555-4120
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.
Telephone: (703) 555-7800
Email: hpoole@wpslegal.com
If to Buyer:
Ironhaven Data Centers LLC 44680 Prentice Drive, Suite 200 Ashburn, Virginia 20147
Attention: Leonard Castellano, Executive Vice President, Development
Telephone: (571) 555-3310
Email: lcastellano@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. / Cynthia Ho, Esq.
Telephone: (202) 555-6100
Email: dfairchild@calderwoodharkness.com / cho@calderwoodharkness.com
Section 7.6 — Authority.
Each Party hereby represents and warrants to the other that (a) such Party has full right, power, and authority to enter into this First Amendment and to perform its obligations hereunder; (b) the execution, delivery, and performance of this First Amendment has been duly authorized by all necessary corporate or limited liability company action, as applicable; (c) this First Amendment constitutes the legal, valid, and binding obligation of such Party, enforceable against such Party in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, and similar laws affecting the rights of creditors generally and to general principles of equity; and (d) the person executing this First Amendment on behalf of such Party is duly authorized to do so.
[SIGNATURE PAGES FOLLOW]
IN WITNESS WHEREOF, the Parties have caused this First Amendment to Purchase and Sale Agreement to be duly executed as of the date first set forth above.
SELLER:
BLACKTHORN REALTY GROUP, INC., a Virginia corporation
By: ________
Name: Donald R. Whitaker
Title: President
Date: ________
BUYER:
IRONHAVEN DATA CENTERS LLC, a Delaware limited liability company
By: ________
Name: Marcus Thorne
Title: Chief Executive Officer
Date: ________
ESCROW AGENT ACKNOWLEDGMENT
The undersigned, Fidelitas Title & Escrow, Inc., a Virginia corporation, in its capacity as Escrow Agent under the Original PSA, hereby acknowledges that it has received a copy of this First Amendment to Purchase and Sale Agreement dated as of the date set forth on the signature page hereof by and between Blackthorn Realty Group, Inc. and Ironhaven Data Centers LLC. The Escrow Agent hereby agrees to hold and disburse the Earnest Money Deposit (including any Extension Deposit received pursuant to Section 1.2 of this First Amendment) in accordance with the terms and conditions of the Original PSA as amended by this First Amendment. The Escrow Agent confirms that, as of the date hereof, it holds the first tranche of the Earnest Money Deposit in the amount of One Million Four Hundred Sixty-Two Thousand Five Hundred and 00/100 Dollars ($1,462,500.00) in its escrow account in accordance with the Original PSA.
FIDELITAS TITLE & ESCROW, INC., a Virginia corporation
44121 Harry Byrd Highway, Suite 120 Ashburn, Virginia 20147
By: ________
Name: ________
Title: ________
Date: ________
EXHIBIT A
LEGAL DESCRIPTION OF THE PROPERTY
The Property that is the subject of the Original PSA and this First Amendment is that certain parcel of real property comprising approximately 62.0 acres, located at the northeast corner of Belmont Ridge Road (Virginia Route 659) and Stonebridge Boulevard, in unincorporated Loudoun County, Virginia 20148, and identified on the Loudoun County Tax Map as Reference Number /95-4A-1///.
The legal description of the Property, including all metes and bounds, courses, distances, and monuments, is set forth in Exhibit A to the Original PSA, which legal description is incorporated herein by this reference as though fully set forth herein and is not restated in this First Amendment.
In the event of any discrepancy between the legal description set forth in Exhibit A to the Original PSA and the ALTA/NSPS Land Title Survey to be prepared by Lumen Ridge Engineering, PLLC (project principal: Carlos Esteban, PE; target completion date: June 15, 2025) (the "Survey"), the metes and bounds description as shown on the Survey shall control, subject to the Parties' right to review and approve the Survey prior to Closing in accordance with the terms of the Original PSA.
[END OF FIRST AMENDMENT]

FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT

RECITALS

SELLER:

ESCROW AGENT ACKNOWLEDGMENT

EXHIBIT A

LEGAL DESCRIPTION OF THE PROPERTY

Record

Parties

Dates

Amounts