This instrument was prepared by and after recording return to:
Calderwood & Harkness LLP 1900 K Street NW, Suite 800 Washington, DC 20006
Attention: Cynthia Ho, Esq.
Reference: Matter No. 1043-00002
Tax Map Reference: Loudoun County Tax Map Ref. /95-4A-1///
Consideration: $58,500,000.00
Grantee's Address: 44680 Prentice Drive, Suite 200, Ashburn, VA 20147 (c/o Ironhaven Data Centers LLC, sole member of Grantee)
SPECIAL WARRANTY DEED
THIS SPECIAL WARRANTY DEED (this "Deed") is made as of this _ day of _____, 2025, by and between:
GRANTOR:
BLACKTHORN REALTY GROUP, INC., a Virginia corporation, duly organized, validly existing, and in good standing under the laws of the Commonwealth of Virginia, whose principal office address is 112 East Market Street, Suite 400, Leesburg, Virginia 20176 (Virginia State Corporation Commission Entity ID: 0412876-3; Federal Employer Identification Number: 54-1987234) (hereinafter referred to as "Grantor");
AND
GRANTEE:
STONEBRIDGE CAMPUS HOLDINGS LLC, a Virginia limited liability company, whose address is 44680 Prentice Drive, Suite 200, Ashburn, Virginia 20147, a single-purpose Virginia limited liability company wholly owned by Ironhaven Data Centers LLC, a Delaware limited liability company (Virginia State Corporation Commission Foreign Entity ID: S7491283; Federal Employer Identification Number: 84-3291057) (hereinafter referred to as "Grantee").
RECITALS
WHEREAS, Grantor is the owner of that certain real property containing approximately sixty-two (62.0) acres, more or less, located at the northeast corner of Belmont Ridge Road and Stonebridge Boulevard, in unincorporated Loudoun County, Commonwealth of Virginia, as more particularly described herein and in the exhibits attached hereto (the "Property"); and
WHEREAS, this conveyance is made pursuant to that certain Purchase and Sale Agreement dated April 15, 2025 (the "Purchase and Sale Agreement" or "PSA"), by and between Blackthorn Realty Group, Inc., as Seller, and Ironhaven Data Centers LLC, as Buyer, as amended and supplemented, a copy of which is on file with the parties and their respective counsel; and
WHEREAS, Ironhaven Data Centers LLC, as Buyer under the Purchase and Sale Agreement, has assigned its rights and obligations under the Purchase and Sale Agreement to Stonebridge Campus Holdings LLC, a to-be-formed single-purpose Virginia limited liability company wholly owned by Ironhaven Data Centers LLC, pursuant to that certain Assignment and Assumption Agreement of even date herewith or of a date prior hereto (the "Assignment"); and
WHEREAS, Grantor desires to grant, bargain, sell, and convey the Property to Grantee, and Grantee desires to accept such conveyance, upon the terms and conditions set forth herein and in the Purchase and Sale Agreement.
CONSIDERATION
NOW, THEREFORE, for and in consideration of the sum of FIFTY-EIGHT MILLION FIVE HUNDRED THOUSAND AND 00/100 DOLLARS ($58,500,000.00), and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the Grantor, and intending to be legally bound hereby, the Grantor does hereby GRANT, BARGAIN, SELL and CONVEY, with SPECIAL WARRANTY OF TITLE, unto the Grantee, the following described property:
GRANTING CLAUSE
All that certain lot, piece, or parcel of land, together with all improvements, rights, privileges, easements, hereditaments, and appurtenances thereunto belonging or in anywise appertaining thereto, lying and being situated in unincorporated Loudoun County, Commonwealth of Virginia, more particularly located at the northeast corner of Belmont Ridge Road and Stonebridge Boulevard, Ashburn, Virginia 20148, and being more particularly described on Exhibit A attached hereto and incorporated herein by this reference (the "Land");
TOGETHER WITH all buildings, structures, and improvements of every kind and nature now or hereafter erected, constructed, placed, or situated upon the Land, if any;
TOGETHER WITH all rights, alleys, ways, waters, watercourses, privileges, and appurtenances thereunto belonging or in anywise appertaining to the Land;
TOGETHER WITH all right, title, and interest of Grantor, if any, in and to any strips and gores of land adjacent to or abutting the Land or any portion thereof;
TOGETHER WITH all right, title, and interest of Grantor, if any, in and to any land lying in the bed of any street, road, or highway, whether opened or proposed, in front of or adjoining the Land or any portion thereof, to the center line thereof;
(the Land, together with all of the foregoing, is collectively referred to herein as the "Property").
The Property consists of approximately sixty-two (62.0) acres, more or less, and is identified on the Loudoun County tax maps as Tax Map Reference Number /95-4A-1///.
ZONING
The Property is currently zoned PD-IP (Planned Development – Industrial Park) under the Loudoun County Zoning Ordinance. The parties acknowledge that a Zoning Modification Application ("ZMOD"), expected to be docketed as ZMOD-2025-0038, has been filed or is pending with the Loudoun County Department of Planning and Zoning to authorize data center use on the Property. Nothing in this Deed shall constitute any representation or warranty by Grantor as to the outcome, timing, or conditions of approval of such ZMOD application, except to the extent expressly set forth in the Purchase and Sale Agreement.
HABENDUM
TO HAVE AND TO HOLD the above-described Property, together with all rights, privileges, hereditaments, and appurtenances thereto belonging, unto the Grantee, Stonebridge Campus Holdings LLC, its successors and assigns, forever, in fee simple absolute.
SPECIAL WARRANTY OF TITLE
And the Grantor covenants that it will warrant specially the Property hereby conveyed. The Grantor hereby warrants and will defend the title to the Property against the claims and demands of all persons claiming by, through, or under the Grantor, but not otherwise. For the avoidance of doubt, the Grantor does not warrant or defend the title to the Property against the claims and demands of any persons claiming by, through, or under any predecessor in title to the Grantor, or arising from any act, event, omission, or encumbrance occurring or existing prior to the period during which the Grantor held title to the Property. This special warranty is limited to the period commencing on the date Grantor acquired title to the Property and ending on the date of this Deed.
This conveyance is made SUBJECT TO those matters set forth on Exhibit B attached hereto and incorporated herein by this reference (collectively, the "Permitted Exceptions").
CONVEYANCE "AS IS"
The Property is conveyed by Grantor to Grantee "AS IS, WHERE IS," and in its present condition, without any representation or warranty by Grantor as to the physical or environmental condition of the Property, except as may be expressly set forth in the Purchase and Sale Agreement. No separate environmental representations or warranties are made in this Deed. The parties acknowledge that Phase I and Phase II Environmental Site Assessments were conducted by Pendleton Environmental Associates, Inc., under the supervision of Dr. Renata Volkov, with the Phase I Environmental Site Assessment completed on or about June 1, 2025, and the Phase II Environmental Site Assessment (addressing potential residual pesticide contamination in the northwest quadrant of the Property, consisting of approximately 4.2 acres attributable to former agricultural use) completed on or about July 1, 2025. Environmental representations, warranties, and indemnification obligations, if any, are set forth exclusively in the Purchase and Sale Agreement and the separate environmental indemnity agreement executed by the parties in connection therewith, and such obligations shall survive this conveyance in accordance with their respective terms.
GRANTOR'S AUTHORITY
Grantor hereby represents and warrants that (a) it is a Virginia corporation duly organized, validly existing, and in good standing under the laws of the Commonwealth of Virginia, as reflected by its registration with the Virginia State Corporation Commission under Entity ID 0412876-3; (b) the execution, delivery, and recordation of this Deed have been duly authorized by all necessary corporate action on the part of Grantor; (c) the person executing this Deed on behalf of Grantor, namely Donald R. Whitaker, in his capacity as President of Blackthorn Realty Group, Inc., is duly authorized to execute and deliver this Deed and to bind Grantor to the terms hereof; and (d) this Deed constitutes the valid and binding obligation of Grantor, enforceable against Grantor in accordance with its terms.
RECORDING AND TRANSFER TAX INFORMATION
The Virginia grantor's tax imposed under Section 58.1-801 of the Code of Virginia, the Virginia state recordation tax imposed under Section 58.1-803 of the Code of Virginia, and any additional Loudoun County grantor's tax, if applicable, have been or shall be calculated on the stated consideration of $58,500,000.00 and shall be paid at the time of recordation of this Deed in the Clerk's Office of the Circuit Court of Loudoun County, Virginia. Responsibility for payment of such taxes shall be allocated between Grantor and Grantee as set forth in the Purchase and Sale Agreement dated April 15, 2025. The parties have analyzed the applicability of the Virginia congestion relief fee and shall pay or contest such fee as determined appropriate under applicable law.
This Deed is to be recorded in the Clerk's Office of the Circuit Court of Loudoun County, Virginia.
EXECUTION
IN WITNESS WHEREOF, the Grantor has caused this Special Warranty Deed to be executed as of the day and year first above written.
GRANTOR:
BLACKTHORN REALTY GROUP, INC., a Virginia corporation
By: ________
Name: Donald R. Whitaker
Title: President
ATTEST:
By: ________
Name: Patricia Whitaker-Connolly
Title: General Counsel and Secretary
[CORPORATE SEAL]
ACCEPTANCE BY GRANTEE
The undersigned Grantee hereby accepts the conveyance of the Property described in this Special Warranty Deed, subject to the terms and conditions set forth herein.
GRANTEE:
STONEBRIDGE CAMPUS HOLDINGS LLC, a Virginia limited liability company
By: Ironhaven Data Centers LLC,
a Delaware limited liability company, its sole member
By: ________
Name: Marcus Thorne
Title: Chief Executive Officer
NOTARY ACKNOWLEDGMENT — GRANTOR
COMMONWEALTH OF VIRGINIA
COUNTY/CITY OF ______________________
The foregoing instrument was acknowledged before me this _ day of ___, 2025, by **Donald R. Whitaker**, as **President** of **Blackthorn Realty Group, Inc.**, a Virginia corporation, on behalf of said corporation. He/she is personally known to me or has produced ______ as identification.
________________________________________
Notary Public
Printed Name: ________
My Commission Number: ________ My Commission Expires: ________
[NOTARIAL SEAL]
NOTARY ACKNOWLEDGMENT — GRANTEE
COMMONWEALTH OF VIRGINIA
COUNTY/CITY OF ______________________
The foregoing instrument was acknowledged before me this _ day of ___, 2025, by **Marcus Thorne**, as **Chief Executive Officer** of **Ironhaven Data Centers LLC**, a Delaware limited liability company, the sole member of **Stonebridge Campus Holdings LLC**, a Virginia limited liability company, on behalf of said limited liability company. He/she is personally known to me or has produced ______ as identification.
________________________________________
Notary Public
Printed Name: ________
My Commission Number: ________ My Commission Expires: ________
[NOTARIAL SEAL]
EXHIBIT A
LEGAL DESCRIPTION OF THE PROPERTY
All that certain lot, piece, or parcel of land, lying and being situated in unincorporated Loudoun County, Commonwealth of Virginia, located at the northeast corner of Belmont Ridge Road (Virginia Route 659) and Stonebridge Boulevard, in the Ashburn area, Virginia 20148, and containing 62.0 acres, more or less, and being identified on the Loudoun County tax maps as Tax Map Reference Number /95-4A-1///, and being more particularly described as follows:
[Legal description to be inserted from the ALTA/NSPS survey prepared by Lumen Ridge Engineering, PLLC (Carlos Esteban, PE), dated on or about June 15, 2025, and confirmed against the title commitment issued by Fidelitas Title & Escrow, Inc. (underwritten by Sovereign Title Insurance Company), effective date April 3, 2025.]
BEING the same property conveyed to Blackthorn Realty Group, Inc. by deed recorded in the Clerk's Office of the Circuit Court of Loudoun County, Virginia, in Deed Book __, at Page __, Instrument No. ____.
Loudoun County Tax Map Reference Number: /95-4A-1///
Together with and subject to all easements, rights-of-way, and restrictions of record.
EXHIBIT B
PERMITTED EXCEPTIONS
The Property is conveyed subject to the following permitted exceptions (collectively, the "Permitted Exceptions"):
1. Zoning Ordinances and Governmental Regulations. All applicable zoning ordinances, regulations, and governmental requirements of Loudoun County, Virginia, including without limitation the PD-IP (Planned Development – Industrial Park) zoning classification, as the same may be amended, modified, or supplemented from time to time, together with all applicable building codes, environmental regulations, and land use requirements of the Commonwealth of Virginia and Loudoun County.
2. Real Estate Taxes and Assessments. Real estate taxes and assessments for the current fiscal year (tax year 2025), which are not yet due and payable as of the date of this Deed, subject to proration between Grantor and Grantee as of the date of closing in accordance with the Purchase and Sale Agreement dated April 15, 2025.
3. Title Commitment Exceptions. All easements, covenants, conditions, restrictions, reservations, encumbrances, and other matters of record as set forth in Schedule B-II of the title commitment (Commitment No. ____) issued by Fidelitas Title & Escrow, Inc., as agent for Sovereign Title Insurance Company, with an effective date of April 3, 2025, to the extent such matters were accepted by Grantee or waived by Grantee during the due diligence period (which expired on July 14, 2025), as reviewed in the Calderwood & Harkness LLP title review memorandum and as resolved through the title objection process with Whitfield, Poole & Stratton LLP (Harrison Poole, Esq.), including without limitation the following specific exceptions:
a. [Specific easements, covenants, restrictions, and encumbrances to be listed by deed book/page number or instrument number, derived from the Fidelitas title commitment and as confirmed during the title objection and cure process.]
b. [Additional specific exceptions to be enumerated upon finalization of the title review.]
4. Survey Matters. Any and all matters shown on the ALTA/NSPS Land Title Survey of the Property prepared by Lumen Ridge Engineering, PLLC (Carlos Esteban, PE), dated on or about June 15, 2025, including without limitation any encroachments, overlaps, boundary line disputes, rights-of-way, easements, and other conditions disclosed thereby.
5. Physical Inspection Matters. Any state of facts that an accurate survey or physical inspection of the Property would disclose, including without limitation the current condition of all improvements, utilities, access roads, drainage features, vegetation, and topographic conditions on or affecting the Property.
6. Standard Title Policy Exceptions. The standard printed exceptions contained in the owner's title insurance policy to be issued by Sovereign Title Insurance Company in favor of Grantee in the amount of $58,500,000.00, to the extent not deleted or modified by endorsement.
7. ZMOD Proffers. Any proffers or proffer conditions voluntarily offered by Grantor, Grantee, or their respective predecessors or affiliates in connection with the Zoning Modification Application docketed or to be docketed as ZMOD-2025-0038 with the Loudoun County Department of Planning and Zoning, to the extent approved and accepted by Loudoun County.
8. Utility Easements. Rights of Vantage Power Cooperative, Northgate Partners LLC, Loudoun Water, or any other utility providers or governmental authorities in any existing utility easements, rights-of-way, or licenses of record affecting the Property, whether above ground or underground, including without limitation easements for electric, gas, water, sewer, telecommunications, fiber optic, stormwater management, and related utility infrastructure.
9. Additional Exceptions. [Placeholder for any additional exceptions approved by Grantee and/or required by Sovereign Title Insurance Company as a condition of issuance of the owner's title insurance policy in the amount of $58,500,000.00.]
[End of Exhibit B]
[Remainder of page intentionally left blank]