exhibit10_6.htm



     

    
    

     

    
      AGREEMENT OF
        PURCHASE AND SALE 

           THIS AGREEMENT
        OF PURCHASE AND SALE
        (hereinafter referred to as the “Agreement”), is made this 28th day of NOVEMBER,
        2007,
        by and between (i) LOUDOUN LAND VENTURE LLC, a Delaware limited liability
        company (hereinafter referred to as “Seller”) and (ii) NATIONAL RURAL
        UTILITIES COOPERATIVE FINANCE CORPORATION, a District of Columbia cooperative
        association (as “Purchaser”). 

      WITNESSETH:


           WHEREAS, Seller
        is the owner of certain
        unimproved real property located in Loudoun County, Virginia known as a part
        of
        Loudoun County, Virginia Tax Map. #93, Parcel 13 consisting in the aggregate
        of
        approximately 27.6177 acres and labeled as Parcel M (Area 1) and Parcel M
        (Area
        2) and more particularly described on Exhibit A
        attached hereto (hereinafter the “Real Property”). Together with the Real
        Property, Seller shall convey to Purchaser all easements, rights, privileges,
        rights-of-way, hereditaments, tenements and appurtenances belonging to the
        Real
        Property, all right, title and interest in and to all open or proposed highways,
        streets, roads, avenues, alleys, easements, strips, gores and rights of way,
        in,
        on, across, in front of, contiguous to, abutting or adjoining the Real Property,
        and all improvements situate thereon; and 

           WHEREAS, Seller
        is the holder of
        certain intangible property used or useable in connection with the Real
        Property, including, but not limited to Seller’s rights in and to licenses,
        permits and authorizations used or useable in connection with any part of
        the
        Real Property, all development rights associated with the Real Property,
        and, to
        the extent assignable, all of Seller’s right, title and interest in any
        engineering, architectural, archaeological, environmental, wetlands, soils,
        site
        plans, traffic studies and similar materials relating to the ownership or
        development of the Real Property, including but not limited to with respect
        to
        the Special Exception (as defined herein) (collectively, the “Intangible
        Property, Permits and Plans”, and, together with the Real Property, the
“Property”); and 

           WHEREAS, Purchaser
        desires to purchase
        from Seller and Seller desires to sell to Purchaser, the Property, in accordance
        with the terms and conditions hereinafter set forth; and 

           NOW, THEREFORE,
        in consideration of the
        mutual promises of the parties hereto, made one to another, and for other
        good
        and valuable consideration, the receipt and sufficiency of which is hereby
        acknowledged, the parties hereto agree as follows: 

      
 


       

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
    

     

     

    
           1. Agreement
        of Purchase and
        Sale. 

                (a) Seller
        hereby agrees to sell and convey the Real Property to Purchaser and Purchaser
        hereby agrees to purchase the Real Property from Seller, in accordance with
        the
        terms and provisions hereof. 

                (b) Seller
        hereby agrees to assign all of its right, title and interest in and to the
        Intangible Property to Purchaser, and Purchaser agrees to accept such assignment
        from Seller in accordance with the terms and provisions hereof. 

                (c) As
        a part of the sale of the Real Property by Seller to Purchaser, Purchaser
        agrees
        to assume from Seller any and all obligations to make, perform, undertake
        and/or
        make any contribution in lieu thereof, of the Development Obligations (as
        defined in Section 13 hereof) relative or appurtenant to the Real Property.


           2. Title.
        Title to the
        Real Property shall be good and marketable, of record and in fact, free and
        clear of all occupancy agreements, liens, encumbrances and encroachments
        and
        subject only to the operation and effect of the Permitted Exceptions (as
        hereafter defined). As used herein, the term “Permitted Exceptions” shall be
        deemed to mean all matters reflected or disclosed on the existing Record
        Plat
        for the Real Property (or a survey if obtained by Purchaser) and all instruments
        and matters of record among the Land Records of Loudoun County, Virginia
        (the
“Land Records”) and reflected on a commitment for title insurance (the “Title
        Commitment”) from Loudoun Commercial Title, LLC (the “Title Company”) covering
        the Real Property, to which Purchaser has not objected pursuant to the terms
        hereof. Permitted Exceptions shall specifically include those certain proffered
        conditions set forth in County Zoning Map Amendment (“ZMAP”) ZMAP 90-0015 (as
        the same may have heretofore or hereafter be amended and modified, collectively,
        the “Proffers”). Purchaser’s objections shall be set forth in a written notice
        to Seller given ten (10) days prior to the expiration of the Feasibility
        Study Period (the “Title Period”). Notwithstanding anything to the contrary
        contained in this Agreement, Purchaser hereby specifically disapproves of
        any
        liens evidencing monetary encumbrances (other than liens for non-delinquent
        real
        property taxes). 

                Title to
        the Real Property shall be deemed good and marketable if the Title Company
        agrees to insure fee simple title to the Real Property and issue to Purchaser,
        at standard premium rates, an owner’s title insurance policy, subject only to
        the Permitted Exceptions. If there are title or survey matters to which
        Purchaser objects, Purchaser shall notify Seller of such title objections
        within
        the Title Period and Seller shall within five (5) days from receiving
        notice elect, by written notice to Purchaser, to cure or not to cure such
        defect, provided Seller shall use good faith efforts to cure any matter that
        can
        be cured at a cost of less than $10,000 (in the aggregate) and without resorting
        to litigation. If Seller is not required or elects not to cure the title
        objection in accordance with the preceding sentence, then Purchaser shall,
        not
        later than the expiration of the Feasibility Study Period, elect by written
        notice to Seller to either (1) waive the title objection and proceed with
        Settlement, or (2) terminate this Agreement, in which event 

      


       

       

    

    
      
        
        

      

      
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      this Agreement
        shall
        terminate and the Deposit (or so much thereof as has been posted as of such
        time) shall be returned to Purchaser, and neither party shall have any further
        right or claim hereunder, except with respect to those indemnity obligations
        which expressly survive termination of this Agreement. Seller covenants and
        agrees that during the term of this Agreement, it will not take or fail to
        take
        any action the result of which would cause title to the Real Property to
        differ
        from the approved condition of the title described in this Paragraph 2
        (“Approved Condition of Title”). In the event Seller is required to or elects to
        cure any title objections, and is unable to do so within thirty (30) days
        of receiving Purchaser’s notice of objection, Purchaser shall within five
        (5) days from the lapse of such thirty (30) day cure period, elect by
        written notice to Seller to either (1) waive the title defect and proceed
        with Settlement, or (2) terminate this Agreement, in which event this
        Agreement shall terminate and the Deposit (or so much thereof as has been
        posted
        as of such time) shall be returned to Purchaser, and neither party shall
        have
        any further right or claim hereunder, except with respect to those indemnity
        obligations which expressly survive termination of this Agreement. Following
        any
        such termination, Purchaser shall return to Seller all documentation delivered
        to Purchaser by Seller as well as all studies prepared by or for Purchaser
        in
        connection with the Property, excluding architectural plans, financial analyses
        and other similar proprietary materials. 

           3. Purchase
        Price. The
        purchase price (“Purchase Price”) for the Property shall be Sixteen Million Five
        Hundred Thousand and No/100 Dollars ($16,500,000.00). The Purchase Price
        shall
        be paid by federal wire transfer of funds at and on the Settlement Date.


           4. Deposit.


                (a) Simultaneously
        with the execution and delivery hereof, Purchaser shall deliver to Loudoun
        Commercial Title, LLC, as escrow agent (the “Escrow Agent”) a deposit of Five
        Hundred Thousand and No/100 Dollars ($500,000.00) (the “Initial Deposit”) by
        check to the order of Escrow Agent to be held by Escrow Agent, in escrow,
        in a
        federally insured interest-bearing account at a financial institution designated
        by Purchaser (the “Escrow Account”). Provided Purchaser does not timely
        terminate this Agreement on or before the expiration of the Feasibility Study
        Period, not later than one business day subsequent to the expiration of the
        Feasibility Study Period Purchaser shall deliver to the Escrow Agent an
        additional deposit in the amount of Five Hundred Thousand and No/100 Dollars
        ($500,000.00) (the “Additional Deposit”) to be placed by Escrow Agent in the
        Escrow Account. As used herein, the term “Deposit” shall include the Initial
        Deposit, the Additional Deposit and any accrued interest in the Escrow Account.
        

                (b) The
        Deposit shall, upon delivery to Seller at Settlement, be credited by Seller
        in
        favor of Purchaser as part of the Purchase Price or delivered to Purchaser
        or
        Seller in accordance with the terms hereof. 

                (c) If
        this escrow shall be involved in any litigation or controversy, the parties
        hereto shall severally hold the Escrow Agent free and harmless against any
        cost
        or 

      


       

      
 

       

    

    
      
        
        

      

      
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      expense that may
        be
        suffered by it by reason of such litigation or controversy, other than due
        to
        its negligence or malfeasance. All such costs and expenses shall be paid
        by the
        party who does not prevail in such litigation. In addition, the party who
        prevails shall be indemnified against any cost or expense, including reasonable
        attorneys’ fees (both at trial and on appeal), and replacement of any depletion
        in the escrow funds, if such funds are ultimately to be paid to the prevailing
        party. This provision shall survive any termination of this Agreement. 

                (d) In
        the event conflicting demands are made, or notices served, upon the Escrow
        Agent
        with respect to this escrow, the Escrow Agent shall have, without limitation,
        the following rights and obligations: 

                     (i) Withhold
        and stop all further proceedings in, and performance of this escrow for a
        reasonable period of time to permit resolution; or 

                     (ii) File
        a suit in interpleader and obtain an order from a court of competent
        jurisdiction requiring the parties to interplead and litigate in such court
        their several claims and rights amongst themselves. In the event such
        interpleader suit is brought, and the escrow funds paid and/or delivered
        into
        court, the Escrow Agent shall ipso facto be fully released and discharged
        from
        all obligations to perform any and all duties or obligations relative to
        such
        funds which are imposed upon it by this Agreement. 

                (e) The
        Escrow Agent, in its capacity as escrow agent, is not to be held liable for
        the
        sufficiency or correctness of the form, manner of execution or validity of
        any
        instrument that might be deposited into the escrow, nor as to the identity,
        authority or rights of any person executing the same, nor the failure of
        any
        other party to comply with any provisions of any agreement, contract or other
        instrument filed herein, and its duties hereunder shall be limited to the
        safekeeping of the money, instruments, or other documents received by it,
        and
        for the disposition of the same in accordance with the provisions of this
        Agreement, and for the discharge of its obligations specified in this Section.
        

                (f) Prior
        to the earlier of the Settlement or the termination of this Agreement in
        accordance with its terms, neither party shall have the right to withdraw
        any
        instruments or monies deposited by them with the Escrow Agent, except as
        herein
        specifically provided. 

           5. Settlement.
        Settlement hereunder (the “Settlement”) shall take place at a location and time
        mutually acceptable to Purchaser and Seller on January 11, 2008 (the
“Settlement Date”). 

           6. 
        Settlement
        Deliveries. 

                (a) At
        Settlement, Seller shall: 

      


      
 

       

    

    
      
        
        

      

      
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                     (i) Deliver
        to the Title Company a good and sufficient special warranty deed (the “Special
        Warranty Deed”) conveying the Real Property in fee simple to Purchaser in
        accordance with the terms hereof; 

                     (ii) Execute
        and deliver to Purchaser and the Title Company an affidavit of Seller certifying
        that Seller is not a “foreign person” as defined in the Federal Foreign
        Investment in Real Property Tax Act of 1990, as amended; 

                     (iii) Execute
        and deliver to the Title Company a quit claim general assignment in a form
        to be
        agreed upon by Purchaser and Seller, assigning the Intangible Property, Permits
        and Plans to Purchaser, in accordance with the terms and conditions hereof
        (the
“General Assignment”), to the extent the same is owned and assignable by Seller;


                     (iv) Execute
        and deliver such other documents, including, but not limited to customary
        mechanic’s lien and owners’ affidavits, as may reasonably be required by the
        Title Company to consummate the transaction contemplated hereby; and 

                     (v) Execute
        a certificate reaffirming the truth and accuracy of Seller’s representation and
        warranties contained herein. 

                (b) At
        Settlement, Purchaser shall: 

                     (i) Deliver,
        or cause to be delivered, to Seller the Purchase Price; and 

                     (ii) Execute
        and deliver such other documents as may reasonably be required by the Title
        Company to consummate the transaction contemplated hereby. 

                (c) Upon
        Settlement, Seller and Purchaser shall each instruct the Title Company to
        promptly undertake all of the following in the following manner: 

                     (i) Prorate
        all matters referenced in Paragraph 7 based upon the settlement statement
        delivered and signed by the parties; 

                     (ii) Cause
        the Special Warranty Deed, and any other documents which the parties hereto
        may
        mutually direct, to be recorded in the Land Records of Loudoun County, Virginia,
        in the order directed by the parties; 

                     (iii)
        Following the recording of the Special Warranty Deed, disburse the Purchase
        Price to Seller and pay all items chargeable to the account of Purchaser
        pursuant hereto from funds deposited by Purchaser with Escrow Agent for payment
        thereof, and disburse the balance of such funds, if any, to Purchaser; and
        

      


       

      
 

       

    

    
      
        
        

      

      
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                     (iv) Deliver
        to Purchaser counterparts of the Special Warranty Deed and the General
        Assignment. 

           7. Adjustments.


                (a) All
        items of income and expense relating to the Real Property, including, without
        limitation, real estate taxes, any assessments payable to any then currently
        and
        validly existing property owners’ association having jurisdiction over the
        Property (“POA”), all utilities, applicable to the Real Property, other
        operating charges, and any other matters customarily adjusted at settlement
        are
        to be adjusted between the parties as of the Settlement Date. 

                (b) If
        Settlement shall occur before the tax rate or the assessed valuation of the
        Real
        Property is fixed for the then current year, and/or before the applicable
        Loudoun County assessment office records reflect the Real Property as a separate
        recorded lot, the apportionment of taxes shall be upon the basis of the tax
        rate
        for the preceding year applied to the latest assessed valuation and/or pro
        rated
        based upon the acreage of the Real Property compared to the overall acreage
        assessed under the applicable tax bill, as applicable. Subsequent to Settlement,
        when the tax rate and the assessed valuation of the Real Property is fixed
        for
        the year in which Settlement occurs, and/or the Land is separately assessed,
        as
        applicable, the parties agree to adjust the proration of taxes and, if
        necessary, to refund or repay such sums as shall be necessary to effect such
        adjustment. 

                (c) The
        agreements of Seller and Purchaser set forth in this Section 7 shall
        survive Settlement. 

           8. Costs.
        Examination of
        title, title insurance, settlement fees, tax certificates, survey costs and
        notary fees shall be paid by Purchaser. Seller shall pay the Virginia Grantor’s
        Tax. Purchaser shall pay the state and county recordation taxes applicable
        to
        the deed of conveyance. Purchaser shall pay the cost of all recordation fees
        and
        any transfer and recordation tax applicable to financing instruments, if
        any.
        Each party shall be responsible for its own attorneys’ and other consultants’
fees and expenses. 

           9. Brokers
        Each of
        Seller and Purchaser represents to the other that it has had no dealings,
        negotiations, or consultations with any broker, representative, employee,
        agent
        or other intermediary, other than CB Richard Ellis (“Broker”) in connection with
        the Agreement or the sale of the Property. Seller and Purchaser agree that
        each
        will indemnify, defend and hold the other free and harmless from the claims
        of
        any other broker(s), representative(s), employee(s), agent(s) or other
        intermediary(ies) claiming to have represented Seller or Purchaser,
        respectively, or otherwise to be entitled to compensation in connection with
        this Agreement or in connection with the sale of the Property. Seller shall
        be
        solely responsible for the payment of any commission to Broker upon Settlement
        in accordance with the terms of a written agreement between Seller and Broker.
        No other commission shall be due and payable by Seller in connection with
        the
        purchase and sale of the Property. 

      


       

       

       

    

    
      
        
        

      

      
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           10. Conditions
        Precedent to
        Purchaser’s and Seller’s Obligations. 

                (a) The
        Settlement and Purchaser’s obligations with respect to the transaction
        contemplated by this Agreement are subject to the satisfaction, not later
        than
        the Settlement Date (unless otherwise provided), of the following conditions,
        and the obligations of the parties with respect to such conditions are as
        follows: 

                     (i) Seller
        shall have duly performed each and every agreement to be performed by Seller
        hereunder and Seller’s representations, warranties and covenants set forth in
        this Agreement shall be true and correct in all material respects as of the
        Settlement. 

                     (ii) Seller
        shall have delivered all of the items required to be delivered by Seller
        under
        the terms of this Agreement. 

                     (iii) Title
        to the Real Property shall not differ from the Approved Condition of Title.
        

                     (iv) There
        shall be nothing extraordinary in the Proffers (as defined herein) which
        did not
        exist as of the Feasibility Study Period Termination Date, nor shall there
        exist
        or have been announced subsequent to the Feasibility Study Period Termination
        Date, any moratoria or similar growth control enactment that would prevent
        or
        materially delay or increase the cost of Purchaser obtaining all necessary
        approvals, including site plan approval, wetlands permits, zoning permits,
        building permits and VDOT entrance permits for the development of the Property
        as set forth in the Site Plan previously submitted by Seller to Loudoun County
        prepared by Urban, Ltd. entitled “Site Overview, Loudoun Parkway Center, Parcel
        M” dated September 21, 2007 (the “Purchaser’s Improvements”). 

                     (v) The
        development of Purchaser’s Improvements shall not require the performance of any
        off-site improvements other than as required by the Proffers (as defined
        herein)
        which did not exist as of the Feasibility Study Period Termination Date.


                     (vi) Neither
        the performance of the Proffers (as defined herein) nor the construction
        of
        Purchaser’s Improvements shall require that Purchaser obtain any off-site
        easements or off-site right of way, that have not been obtained for the benefit
        of the Property (including with respect to the Shellhorn Road improvements).
        

           The conditions
        set forth in this
        Paragraph 10 are solely for the benefit of Purchaser and may be waived only
        by Purchaser. Purchaser shall at all times have the right to waive any condition
        which is solely for the benefit of Purchaser. Such waiver or waivers shall
        be in
        writing. Any such waiver shall be deemed a release of Seller and any liability
        of Seller as a result of the failure of such condition. 

      


       

      
 

       

    

    
      
        
        

      

      
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                (b) In
        the event any of the conditions set forth in Paragraph 10 are not timely
        satisfied, deemed approved or waived, for a reason other than the default
        of
        Purchaser or Seller under this Agreement (provided that Seller’s inability to
        satisfy any such condition shall not be deemed a default hereunder), then:
        

                     (i) This
        Agreement and the rights and obligations of Purchaser and Seller shall
        terminate, except as otherwise provided herein. 

                     (ii) The
        Escrow Agent shall return the Deposit to Purchaser. 

                (c) Notwithstanding
        the foregoing, in the event that the failed condition is the condition set
        forth
        in Section 10(a)(vi) above, and Purchaser has not waived such condition as
        of the Settlement Date, Seller or Purchaser shall each have the unilateral
        right
        to extend the Settlement Date for a period of up to ninety (90) days in
        order to satisfy such condition (provided that Purchaser shall consummate
        Settlement within ten (10) days after the satisfaction thereof), upon the
        expiration of which extension period Purchaser shall again have the options
        as
        are set forth in Section 10(b) above. 

           11. Condition
        of Property;
        Covenants. 

                (a) Seller
        covenants as follows: 

                     (i) That
        until Settlement, except as otherwise permitted in accordance with the terms
        of
        this Agreement, Seller will (A) continue the operation of the Real Property
        in the manner in it is which currently operated, (B) not commit or
        knowingly permit to be committed any waste to the Real Property including
        any
        clearing of trees or removal of soil, (C) continue the insurance currently
        carried by Seller, or such replacements thereof, on the Real Property, in
        amounts and in such form as Seller may determine using commercially reasonable
        judgment, (D) pay, as and when due, all real estate taxes applicable to the
        Real Property, and (E) not place any encumbrance on the Real Property or
        grant any easement or dedicate any right of way affecting the Property which
        will survive Settlement hereunder; 

                     (ii) Not
        undertake to modify the zoning classification of the Real Property, except
        in
        connection with the Special Exception (as defined herein), nor make any
        commitments or representations to any applicable governmental authorities,
        any
        adjoining or surrounding property owners, any property owners association,
        any
        utility or any other person or entity that would in any manner be binding
        upon
        Purchaser or the Property after Settlement. 

                (b) Seller
        makes the following representations and warranties, as of the date hereof,
        the
        accuracy in all material respects of each of which as of the date of Settlement
        is a condition precedent to Purchaser’s obligations hereunder: 

      


       

      
 

       

    

    
      
        
        

      

      
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                     (i) Seller
        is the fee simple owner of the Property and has the legal power, right and
        authority to enter into this Agreement and the instruments referenced herein,
        and to consummate the transaction contemplated hereby; 

                     (ii) All
        requisite limited liability company action has been taken by Seller in
        connection with the entering into this Agreement, the instruments referenced
        herein, and the consummation of the transaction contemplated hereby; 

                     (iii) This
        Agreement and all documents required hereby to be executed by Seller are
        and
        shall be valid, legal and binding obligations of Seller and are enforceable
        against Seller in accordance with their terms; 

                     (iv) Neither
        the execution and delivery of this Agreement and the documents and instruments
        referenced herein, nor the incurrence of the obligations set forth herein,
        nor
        the consummation of the transaction contemplated herein, nor compliance with
        the
        terms of this Agreement and documents and instruments referenced herein will
        result in the material breach of any terms, conditions or provisions of,
        or
        constitute a material default under, any bond, note, or other evidence of
        indebtedness, or any indenture, mortgage, deed of trust, lease or similar
        agreement to which Seller is a party and affecting the Real Property; 

                     (v) To
        the best of Seller’s knowledge, other than the Condemnation Action (as herein
        defined) there are no pending actions, suits, arbitrations, claims or
        proceedings, at law, in equity or otherwise, affecting all or any portion
        of the
        Property or in which Seller is a party by reason of Seller’s ownership of the
        Property. Seller has not received any notice of any violations of laws,
        ordinances, rules, rulings, orders, regulations or requirements noted or
        issued
        by any governmental or quasi-governmental bodies or entities having jurisdiction
        over or affecting the Property, nor does Seller have any knowledge of the
        same.
        It shall be a condition precedent to Purchaser’s obligations hereunder that
        there be no such violations pending at the time of Settlement except those
        disclosed to Purchaser in writing by Seller at least five (5) days prior to
        the Feasibility Study Period Termination Date. 

                     (vi) There
        are no maintenance contracts, service contracts, leases or any other contracts
        affecting or relating to the Real Property which will survive the Settlement
        other than the Permitted Exceptions; 

                     (vii) There
        do not exist any rights of first offer or refusal or options to purchase
        the
        Real Property or any portion thereof which have been granted by Seller; 

                     (viii)
        Seller is not a foreign person within the meaning of Section 1445(f)(3) of
        the Internal Revenue Code of 1986, and Seller will furnish the FIRPTA
        Certificate to Purchaser prior to the Settlement in accordance with the terms
        hereof; 

      


       

      
 

       

      
        
          
          

        

        
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                     (ix) Other
        than the Condemnation Action, Seller has not received written notice of any
        pending or contemplated condemnation proceedings, or proceedings in lieu
        thereof, affecting all or any portion of the Property nor does Seller have
        any
        knowledge of any threat of the same. 

                     (x) Except
        as otherwise disclosed in those certain environmental reports covering the
        Real
        Property and within Seller’s possession, copies of which Purchaser acknowledges
        have previously been delivered to it, and are identified on Exhibit B
        attached hereto, Seller has not received written notice from any governmental
        authority having jurisdiction over the Property stating that the Property
        is in
        violation of any Environmental Law which remains uncured and to the best
        of
        Seller’s knowledge having done no independent investigation or inquiry other
        than obtaining the environmental reports provided to Purchaser, Seller has
        no
        knowledge of any violation of any Environmental Law. As used herein,
“Environmental Law” means, collectively, (1) the Comprehensive
        Environmental Response, Compensation, and Liability Act of 1980, as amended
        (“CERCLA”) (41 U.S.C. § 9601 et seq.) the Resource Conservation and Recovery
        Act, 42 U.S.C. § 6901 et seq. (“RCRA”), and the Toxic Substances Control Act, as
        amended (“TSCA”) (15 U.S.C. § 2601 et seq.); and (2) any other federal,
        state or local laws, ordinances, statutes, codes, rules, regulations, orders
        or
        decrees now or hereinafter in effect relating to (A) pollution,
        (B) the protection or regulation of human health, natural resources or the
        environment, (C) the treatment, storage or disposal of Hazardous Materials,
        or (D) the emission, discharge, release or threatened release of Hazardous
        Materials into the environment. As used herein, “Hazardous Materials” means,
        collectively, any chemical, waste, or other material that is or contains
        (1) any “hazardous substance” as now or hereafter defined in § 101(14) of
        CERCLA or any regulations promulgated under CERCLA; (2) any “hazardous” or
“toxic” waste as now or hereafter defined in RCRA or any regulations promulgated
        under RCRA; (3) any substance now or hereafter regulated by TSCA or any
        regulations, rule, order or requirement promulgated under TSCA;
        (4) petroleum, petroleum by products, gasoline, diesel fuel, or other
        petroleum hydrocarbons; (5) asbestos and asbestos-containing material in
        any form, whether friable or non-friable; (6) polychlorinated byphenyls; or
        (7) lead and lead-containing products; 

                     (xi) To
        the best of Seller’s knowledge, there are no unpaid assessments for public
        improvements constituting a lien on the Real Property; and 

                     (xii) Seller
        is not a person or entity described by Section 1 of the Executive Order
        (No. 13224) Blocking Property and Prohibiting Transactions With Persons Who
        Commit, Threaten to Commit, or Support Terrorism, 66 Fed. Reg. 49,079
        (September 24, 2001), or whose name appears on the United States Treasury
        Department’s Office of Foreign Assets Control most current list of “Specifically
        Designated National and Blocked Persons”, and does not engage in any dealings or
        transactions, and is not otherwise associated, with any such persons or
        entities. 

                     (xiii) To
        the best of Seller’s knowledge, except as set forth in any report identified on
        Exhibit B attached hereto, and having done no independent 

      


       

      
 

    

    
    

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

    
    

     

    investigation
      or inquiry
      except obtaining such reports, there are no wetlands or similar environmentally
      sensitive areas on the Property, nor are there any archaeological, historic
      or
      grave sites on the Property. 

    
                     (xiv) No
        special assessments have been levied or are pending
        against the Property of which Seller has knowledge, and to the best of Seller’s
        knowledge, having done no independent investigation or inquiry, no such special
        assessments are threatened against all or any part of the Property.


                     (xv) All
        bills and claims for labor performed or materials furnished to or for the
        benefit of the Property for the period prior to Settlement have been (or
        prior
        to the Settlement) will be paid in full and on the Settlement there shall
        be no
        mechanic’s liens or materialmen’s liens (whether or not perfected), on or
        affecting the Property. 

                     (xvii) On
        the date of Settlement, there will be no tenants or occupants of the Property
        or
        any part thereof. 

                The
        representations and warranties contained in this Section 11(b) shall
        survive Settlement and recordation of the Special Warranty Deed but written
        notification of any claim arising therefrom must be received by Seller within
        twelve (12) months after the date of Settlement or such claim shall be
        forever barred and Seller shall have no liability with respect thereto. Further,
        provided Seller has not acted fraudulently or made an intentional
        misrepresentation, in no event will Seller’s liability for any breaches of any
        representations or warranties contained herein which are discovered
        (a) prior to Settlement exceed, in the aggregate, $100,000.00 or
        (b) subsequent to Settlement exceed, in the aggregate, $800,000.00. In no
        event shall Seller be liable to Purchaser for any consequential, exemplary,
        or
        punitive damages in respect of any such breach. 

           Notwithstanding
        the fact that certain of Seller’s representations and warranties are limited to
        the best of Seller’s knowledge, the actual accuracy of such representation and
        warranty without such knowledge qualifier shall be a condition precedent
        to
        Purchaser’s obligations to consummate Settlement hereunder. In the event that a
        representation and warranty qualified to the best of Seller’s knowledge is not
        true at Settlement as a result of a change of circumstance or Seller obtaining
        knowledge of such inaccuracy, Purchaser’s sole remedy with respect to such
        failure of such representation and warranty shall be to terminate this Agreement
        and receive a return of its Deposit. 

           Between
        the Effective Date and the Settlement, Seller will not, unless permitted
        by this
        Agreement or unless the Purchaser consents in writing, take any action or
        fail
        to take any action which would cause any of the representations and warranties
        made in this Agreement to become untrue; and will use commercially reasonable
        efforts to satisfy or cause to be satisfied all of the conditions precedent
        to
        Closing set forth in this Agreement. Provided that Seller has not acted in
        such
        a way to intentionally cause such condition to fail, the failure of any
        condition precedent shall in no event be deemed a default by Seller under
        this
        Agreement. In the event that, during the period between the execution of
        this


      


       

      
 

       

    

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

    
    

     

    
      Agreement
        and the Settlement, Seller has actual knowledge of, learns of, or has a
        reason to believe that any of the above representations and warranties may
        cease
        to be true, Seller agrees to immediately give written notice to Purchaser
        of
        such circumstances. In the event that Purchaser has actual knowledge as of
        the
        Feasibility Study Period Termination Date that any of the above representations
        and warranties is not true and correct, and Purchaser fails to terminate
        this
        Agreement on or before the Feasibility Study Period Termination Date, such
        untrue representation or warranty of which Purchaser had actual knowledge
        shall
        be deemed modified as of such date to make such representation substantively
        accurate, and Purchaser shall have accepted such representation as so modified.
        Actual knowledge shall mean the actual knowledge of Joseph F. Siekierski
        and
        John Moone and not any other officer or employee of Purchaser or third parties.
        

           EXCEPT AS SPECIFICALLY
        SET FORTH IN
        THIS AGREEMENT, THE PROPERTY WILL BE CONVEYED IN ITS “AS-IS” “WHERE-IS”
CONDITION ON THE SETTLEMENT DATE, “WITH ALL FAULTS” AND “SUBJECT TO ALL
        DEFECTS.” Purchaser acknowledges that in purchasing the Property, Purchaser has
        been given the opportunity to investigate and study the Property, including
        without limitation the opportunity to conduct its own physical and environmental
        inspections and other studies, and that, except as specifically set forth
        in
        this Agreement, Purchaser is not relying on any representation or warranty
        of
        Seller (or its representatives, agents or employees) regarding the condition
        of
        the Property. Except as specifically set forth in this Agreement, Seller
        specifically disclaims (i) making any such representation or warranty, and
        (ii) any obligation to perform or to bring the Property into compliance
        with any obligations under any governmental, developmental or other conditions
        whatsoever binding on the Property or any other property. 

           Whenever a representation
        or warranty
        is made in this Agreement on the basis of the best of Seller’s knowledge, or
        whether Seller has received written notice, such representation, warranty
        or
        other statement is made with the exclusion of any facts disclosed to Purchaser
        in writing with a heading “THIS CONTRADICTS A REPRESENTATION OR WARRANTY OF
        SELLER CONTAINED IN THE AGREEMENT” and those facts in the land records of
        Loudoun County, and is made solely on the basis of actual, as distinguished
        from
        constructive, knowledge on the date that such representation or warranty
        is
        made, without inquiry or investigation or duty thereof, of Jonathan Lischke
        and
        Ryan Wade, without attribution to such individuals of facts and matters
        otherwise within the personal knowledge of any other officers or employees
        of
        Seller or third parties. So qualifying Seller’s knowledge shall in no event give
        rise to any personal liability on the part of Jonathan Lischke and Ryan Wade
        or
        any other officer or employee of Seller or its members. 

                (c) Purchaser
        makes the following representations and warranties, as of the date hereof,
        the
        accuracy in all material respects of each of which as of the date of Settlement
        is a condition precedent to Seller’s obligations hereunder: 

      


       

      
 

       

    

    
      
        
        

      

      
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                     (i) Purchaser
        has the legal power, right and authority to enter into this Agreement and
        the
        instruments referenced herein, and to consummate the transaction contemplated
        hereby; 

                     (ii) As
        of the expiration of the Feasibility Study Period, all requisite corporate
        action has been taken by Purchaser in connection with the entering into this
        Agreement, the instruments referenced herein, and the consummation of the
        transaction contemplated hereby; 

                     (iii) This
        Agreement and all documents required hereby to be executed by Purchaser are
        and
        shall be valid, legal and binding obligations of Purchaser and are enforceable
        against Purchaser in accordance with their terms; 

                     (iv) Neither
        the execution and delivery of this Agreement and the documents and instruments
        referenced herein, nor the incurrence of the obligations set forth herein,
        nor
        the consummation of the transaction contemplated herein, nor compliance with
        the
        terms of this Agreement and documents and instruments referenced herein will
        result in the material breach of any terms, conditions or provisions of,
        or
        constitute a default under, any bond, note, or other evidence of indebtedness,
        or any indenture, mortgage, deed of trust, lease or similar agreement to
        which
        Purchaser is a party; 

                     (v) Purchaser
        shall not use the assets of an employee benefit plan as defined in
        Section 3(3) of the Employee Retirement Income Security Act of 1974, as
        amended (“ERISA”) and covered under Title I, Part 4 of ERISA or
        Section 4975 of the Code of 1986 in the performance or discharge of its
        obligations hereunder, including the acquisition of the Property. Purchaser
        shall not assign its interest hereunder to any person or entity which does
        not
        expressly make this covenant and warranty for the benefit of Seller; and


                     (vi) Purchaser
        is not a person or entity described by Section 1 of the Executive Order
        (No. 13224) Blocking Property and Prohibiting Transactions With Persons Who
        Commit, Threaten to Commit, or Support Terrorism, 66 Fed. Reg. 49,079
        (September 24, 2001), or whose name appears on the Untied States Treasury
        Department’s Office of Foreign Assets Control most current list of “Specifically
        Designated National and Blocked Persons”, and does not engage in any dealings or
        transactions, and is not otherwise associated, with any such persons or
        entities. 

           12. Feasibility
        Study Period;
        Access. Purchaser shall have the right until 5:00 p.m. Eastern Time on
        December 17, 2007 (the “Feasibility Study Period”) to make such
        investigations, studies and tests with respect to the Property as Purchaser
        deems necessary or appropriate to determine the feasibility of purchasing
        the
        Property, in accordance with and subject to the provisions of that certain
        Access and Due Diligence Agreement between Purchaser and Seller dated as
        of
        September 12, 2007. If, during the Feasibility Study Period, Purchaser
        determines, in its sole discretion, that the Property is not acceptable to
        Purchaser or the purchase thereof is not feasible then Purchaser may, at
        any
        time prior to 5:00 p.m. Eastern Standard time on the final day of the
        Feasibility Study 

      


       

      
 

       

      
        
          
          

        

        
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      Period (the
“Feasibility Study
        Period Termination Date”), terminate this Agreement by
        written notice to Seller. Upon any timely termination of this Agreement as
        aforesaid, the Deposit shall be promptly returned to Purchaser, Purchaser
        shall
        return to Seller any documentation delivered to it by or on behalf of Seller,
        Purchaser shall deliver (without representation or warranty as to their accuracy
        but will disclose any inaccuracies of which Purchaser has actual knowledge)
        to
        Seller copies of all documentation, studies, information, data and other
        materials generated by or for Purchaser in connection with the Property
        (excluding architectural plans, financial analyses, and other similar
        proprietary materials) and neither party shall thereafter have any further
        rights or obligations hereunder other than those indemnity obligations which
        expressly survive termination of this Agreement. Seller makes no representations
        or warranties as to the truth, accuracy or completeness of any materials,
        data
        or other information supplied to Purchaser in connection with Purchaser’s
        inspection of the Property (e.g., that such materials are complete, accurate
        or
        the final version thereof, or that all such materials are in Seller’s
        possession), provided Seller has no actual knowledge of any inaccuracies
        in the
        same. It is the parties’ express understanding and agreement that such materials
        are provided only for Purchaser’s convenience in making its own examination and
        determination as to whether it wishes to purchase the Property, and, in doing
        so, Purchaser shall rely exclusively on its own independent investigation
        and
        evaluation of every aspect of the Property and not on any materials supplied
        by
        Seller, provided Seller has disclosed any inaccuracies in the same of which
        Seller has actual knowledge. Purchaser expressly disclaims any intent to
        rely on
        any such materials provided to it by Seller in connection with its inspection
        and agrees that it shall rely solely on its own independently developed or
        verified information, provided Seller has disclosed any inaccuracies in the
        same
        of which Seller has actual knowledge. The foregoing is not intended and shall
        not be construed to affect or impair Purchaser’s rights or remedies for any
        breach of any representations or covenants of Seller set forth in this Agreement
        or in documents to be delivered by Seller at Settlement. 

           13. Proffers.
        Purchaser
        acknowledges and agrees that Seller has disclosed that the Real Property
        and the
        owner of the Real Property is (and shall as a condition of development of
        the
        Real Property) be subject to various infrastructure construction (and/or
        payment
        in lieu of construction) obligations shown on the Proffers attached hereto
        as
        Exhibit C. Subsequent to Settlement, Seller shall have no obligation
        therefor. Seller acknowledges that Purchaser intends to obtain, prior to
        the
        expiration of the Feasibility Study Period, written confirmation from Loudoun
        County of what Proffers are the obligations of the Property, including what
        Proffers must be performed to develop the Property with the Purchaser’s
        Improvements. 

           14. Condemnation.
        Seller
        has disclosed to Purchaser that the Property is subject to that certain action
        currently pending in the Circuit Court for Loudoun County, Virginia styled
        “Virginia Electric and Power Company v. Loudoun Land Venture, LLC, et. al.,
        Case
        # 47183 (the “Condemnation Action”). In the event Seller receives notice of any
        other condemnation proceedings or notice of the intention of any governmental
        or
        quasi-governmental authority to initiate condemnation proceedings other than
        the
        Condemnation Action, or if any such proceedings commence, or an actual
        condemnation 

      


       

      
 

    

    
    

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

    
    

     

     

    
      or taking of the
        Real
        Property or any portion thereof occurs other than with respect to or pursuant
        to
        the Condemnation Action, Seller will promptly notify Purchaser and Purchaser
        may, within ten (10) days thereafter (i) elect to terminate this
        Agreement, in which event, the Deposit shall be returned to Purchaser and
        the
        parties shall be relieved of all further liability hereunder except as
        specifically set forth elsewhere in this Agreement; or (ii) if Purchaser
        does not elect to terminate this Agreement the condemnation award as well
        as any
        unpaid claims or rights in connection with such condemnation shall be assigned
        to Purchaser at Settlement, or, if paid to Seller prior to Settlement, shall
        be
        credited at Settlement against the Purchase Price. In the event Purchaser
        does
        not terminate this Agreement as aforesaid with respect to any such proceeding
        initiated after the date hereof, and specifically with respect to the
        Condemnation Action, Seller agrees that it shall neither negotiate nor
        compromise with such authority without Purchaser’s prior written consent.
        Purchaser shall be kept apprised of, and may participate in any negotiations
        with Dominion Power with respect to the Condemnation Action and prior to
        Settlement, Seller shall not enter into any agreement, make any conveyance
        to
        Dominion Power nor consent to any condemnation with Dominion Power without
        Purchaser’s written consent, including with respect to compensation or pole
        location. Purchaser shall have no right to terminate this Agreement pursuant
        to
        this Section 14 as a result of the Condemnation Action, provided that any
        condemnation proceeds received by Seller prior to Settlement (less Seller’s
        actual third party costs and expenses in the negotiation and recovery thereof)
        shall be credited to the Purchase Price due at Settlement (or if paid subsequent
        to Settlement shall be the property of Purchaser). 

           15. Default.


                (a) If
        Purchaser shall fail or refuse to make Settlement hereunder for any reason
        other
        than a termination of this Agreement by either party as provided herein or
        a
        default by Seller under the terms of this Agreement, or in the event Purchaser
        fails to post any portion of the Deposit as required hereunder, the amount
        of
        damages not being ascertainable, the Deposit provided in Section 4 above
        shall be forfeited and the same shall forthwith be delivered by the Escrow
        Agent
        to Seller as liquidated damages. In the event of such default by Purchaser,
        Seller’s sole remedy shall be restricted to retention of said Deposit (or so
        much thereof as has been posted as of the time of such default), and Purchaser
        shall have no other responsibility or liability of any kind to Seller by
        virtue
        of such default. The foregoing shall not in any manner limit any indemnification
        obligation of Purchaser as may be contained herein. 

                (b) If
        Seller, through no fault of Purchaser, shall fail to perform its obligations
        hereunder to make full settlement in accordance with the terms hereof or
        is
        otherwise in default hereunder, Purchaser shall have the right to (i) to
        terminate this Agreement and receive a return of the Deposit and the right
        to
        pursue an action to recover its actual third party out of pocket expenses
        in
        connection with the transaction contemplated hereby, in an amount not to
        exceed
        $100,000, or (ii) seek specific enforcement of the terms hereof (provided
        that no such action in specific performance shall seek to require Seller
        to do
        any of the following: (x) change the condition of the 

      


       

      
 

    

    
    

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

    
    

     

     

    
      Property or restore
        the
        same after any fire or other casualty; (y) expend money or post a bond to
        remove a title encumbrance of defect or correct any matter shown on a survey
        of
        the Property; or (z) secure any permit, approval, or consent with respect
        to the Property or Seller’s conveyance of the Property (except for any consent
        required under Seller’s organizational documents or under any mortgage
        encumbering the Property); Purchaser hereby waiving any other right or remedy
        on
        account of such default. The limitation of remedies and damages as is set
        forth
        in Section 11(b) or this section shall not apply to any default by Seller
        discovered following Settlement; provided however that absent the fraud or
        intentional misrepresentation of Seller, Seller’s liability for any breach or
        default discovered subsequent to Settlement shall not exceed the sum of $800,000
        in the aggregate. The foregoing limitation on remedies and damages shall
        not
        apply if Seller takes any affirmative act that renders the remedy of specific
        performance not available or practical such as the conveyance of the Property
        or
        an interest therein to another party, and in such case Purchaser shall be
        entitled to recover its actual damages; provided that in no event shall
        Purchaser be entitled to consequential, exemplary or punitive damages or
        damages
        for lost opportunity or lost profits. Except as set forth above, in no event
        shall Purchaser be entitled to an award of compensatory, consequential or
        other
        damages against Seller hereunder or on account of the Real Property. 

                (c) In
        the event of any action brought by either party under the terms hereof, the
        prevailing party in such action shall be entitled to recover from the other
        its
        costs and expenses incurred in such action, including reasonable attorneys’ fees
        and court costs. 

           16. Definition
        of “business
        day”. For purposes of this Agreement, the term “business day” as used
        herein shall mean all days of the week except for Saturday, Sunday and any
        other
        days which are declared federal bank holidays in Washington, D.C. If any
        period
        of time ends, or if any act is required to be performed, on a day other than
        a
        business day, then the applicable period of time shall be deemed to expire,
        or
        the date required for the performance of the appropriate obligation shall
        be
        deemed to be extended, on the next business day following the applicable
        date of
        performance. 

           17. FIRPTA.
        The Foreign
        Investment in Real Property Tax Act (FIRPTA), IRC Section 1445, requires
        that
        every purchaser of U.S. real property must, unless an exemption applies,
        deduct
        and withhold from Seller’s proceeds ten percent (10%) of the gross sales price.
        The primary exemptions which might be applicable are: (a) Seller provides
        Buyer with an affidavit, under penalty of perjury, that Seller is not a “foreign
        person,” as defined in FIRPTA, or (b) Seller provides Purchaser with a
“qualifying statement,” as defined in FIRPTA, issued by the Internal Revenue
        Service. Seller and Purchaser agree to execute and deliver as appropriate,
        any
        instrument, affidavit and statement, and to perform any acts reasonably
        necessary to carry out the provisions of FIRPTA and regulations promulgated
        thereunder. 

           18. Confidentiality.
        Purchaser agrees that all information regarding the Property of whatsoever
        nature made available to it by Seller or Seller’s agents or representatives
        (“Proprietary Information”) is confidential and shall not be disclosed to 

      


       

      
 

       

    


    
    

     

    
      
        
        

      

      
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      any other person
        except
        those assisting Purchaser with the transaction, or Purchaser’s lender, if any,
        and then only upon Purchaser making such person aware of the confidentiality
        restriction. In the event the purchase and sale contemplated hereby fails
        to
        close for any reason whatsoever, Purchaser agrees to return to Seller all
        Proprietary Information. Further, Purchaser agrees not to use or allow to
        be
        used any Proprietary Information for any purpose other than to determine
        whether
        to proceed with the contemplated purchase except as otherwise required by
        law.
        Neither Purchaser nor Seller shall make any public disclosure of the terms
        of
        this transaction without the prior written consent of the other. Notwithstanding
        any other term of this Agreement, the provisions of this Section 18 shall
        survive the termination of this Agreement. 

           19. Miscellaneous.


                (a) Any
        and all notices, requests or other communications hereunder shall be deemed
        to
        have been duly given on the day of actual delivery thereof (as evidenced
        by
        receipt therefore) if in writing and if transmitted by hand delivery with
        receipt therefor, by recognized overnight courier, or by registered or certified
        mail, return receipt requested, or via facsimile transmission with a
        confirmation by the sending machine of receipt by the receiving machine,
        addressed as follows (or to such new address as the addressee of such a
        communication may have notified the sender thereof): 

      
        	 	 	 
	
                To Seller: 

              	 	Loudoun Land Venture LLC 
c/o Cornerstone
                Real Estate Advisers LLC 
180 Glastonbury Boulevard,
                Suite 401
Glastonbury, CT 06033
Attention: Linda Young
                
Telephone: (860) 368-2825
Facsimile: (860) 368-2828
	
                 

              	 	 
	
                With copies to:


              	 	Cornerstone Real Estate Advisers LLC

180
                Glastonbury Boulevard, Suite 401
Glastonbury, CT
                06033
Attention: Northeast Regional Counsel 
Telephone:
                (860) 368-2822
Facsimile: (860) 368-2828
	
                 

              	 	 
	
                and to: 

              	 	MidAtlantic Realty Partners, LLC 
1133 21st
                Street, N.W. 
Suite 720
Washington, DC 20036
Attn: J.
                Richard Saas 
Telephone: 202-719-9000
Facsimile: 202-719-9050
	
                 

              	 	 
	
                and to: 

              	 	Day Pitney LLP
242 Trumbull
                Street


      

      


      
 

       

      
        
          
          

        

        
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              	 	Hartford, CT 06103 
	
                
                

              	 	Attn: James A. McGraw 
	
                
                

              	 	Telephone: (860)275-0180 
	
                
                

              	 	Facsimile: ((860)
                881-2467
	
                 

              	 	 
	
                To Purchaser: 

              	 	National Rural Utilities
                Cooperative
                Finance 
Corporation
2201 Cooperative Way
	
                
                

              	 	Herndon, VA 20171-3025
Attn:
                Joseph F. Siekierski 
Telephone: (703) 709-6700
Facsimile:
                (703) 709-6744
	
                 

              	 	 
	
                and to: 

              	 	Reed Smith, LLP 
3110 Fairview
                Park Drive, Suite 1400
Falls Church, VA 22042
Attn: Benjamin F.
                Tompkins, Esquire 
Telephone: (703) 641-4268
Facsimile:
                (703) 641-4340
	
                 

              	 	 
	
                To Escrow Agent:


              	 	Loudoun Commercial Title,
                L.L.C.
                
108 South Street, SE, Suite G 
Leesburg VA 20175-3732
Attn:
                Mr. Robert M. Gordon 
Telephone: (703) 737 3800
Facsimile:
                (703) 737 3823


      

                (b) This
        Agreement shall be construed and enforced in accordance with the laws of
        the
        Commonwealth of Virginia. 

                (c) The
        captions and headings herein are for convenience and reference only and in
        no
        way define or limit the scope or content of this Agreement or in any way
        affect
        its provisions. 

                (d) This
        Agreement shall be effective as of the date of full and final execution and
        delivery hereof by Purchaser and Seller. 

                (e) This
        Agreement may be executed in two or more counterpart copies, all of which
        counterparts shall have the same force and effect as if all parties hereto
        had
        executed a single copy of this Agreement. 

                (f) This
        Agreement shall be binding upon, and inure to the benefit of, the parties
        hereto
        and their respective successors and assigns; provided, however, that Purchaser
        shall not be entitled to assign this Agreement without the prior written
        consent


      


      
 

       

    

    
      
        
        

      

      
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      of Seller, which
        consent shall be given or withheld at Seller’s sole discretion. The foregoing
        notwithstanding, Purchaser shall have the right to assign this Agreement
        to an
        affiliate of Purchaser; provided that no assignment shall release the Purchaser
        herein named from any obligation or liability under this Agreement and any
        permitted assignee shall be deemed to have made any and all representations
        and
        warranties made by Purchaser hereunder, as if the assignee were the original
        signatory hereto. As used herein, “affiliate” means an entity controlled by or
        under common control with the Purchaser named herein. Any assignment in
        contravention of this provision shall be void. 

                (g) This
        Agreement and the Exhibits attached hereto contain the final and entire
        agreement between the parties hereto with respect to the sale and purchase
        of
        the Real Property and are intended to be an integration of all prior
        negotiations and understandings. Purchaser and its agents, and Seller and
        its
        agents, shall not be bound by any terms, conditions statements, warranties
        or
        representations, oral or written, not contained herein. No change or
        modifications to this Agreement shall be valid unless the same is in writing
        and
        signed by the parties hereto. No waiver of any of the provisions of this
        Agreement shall be valid unless the same is in writing and is signed by the
        party against with which it is sought to be enforced. 

                (h) Neither
        Purchaser nor Seller shall make any public disclosure of the existence of
        this
        Agreement or the terms of this transaction, including specifically to any
        staff
        or official of Loudoun County, without the prior written consent of the other,
        except that Purchaser can discuss the transaction with Loudoun County Zoning
        officials as part of its due diligence and with members of the Loudoun County
        Board of Supervisors, provided that in each such event Seller shall be present
        at any such meetings (or have agreed telephonically or by e-mail that it
        need
        not be present), and further provided that no written communication shall
        be
        sent to any such zoning official or the Loudoun County Board of Supervisors
        (or
        any representative or agent thereof) unless and until the same has been approved
        by Seller which approval will be given or withheld within three
        (3) business days, and any disapproval shall include the revisions that
        would make such written communication acceptable to Seller (failure to respond
        in writing within such three (3) business day period shall be deemed
        disapproval); and except that Purchaser may discuss the transaction in
        confidence with prospective mortgagees. 

                (i) The
        risk of loss to the Real Property shall remain with Seller and shall pass
        to
        Purchaser simultaneously with Seller’s delivery of a deed to the Real Property
        to Purchaser or Purchaser’s agent at Settlement and Purchaser’s delivery of the
        Purchase Price to the settlement agent. 

                (j) Except
        as otherwise expressly provided herein for survival, Purchaser’s acceptance of
        the deed shall be deemed a discharge of all of the obligations of Seller
        and
        Purchaser hereunder and except as otherwise expressly provided herein for
        survival all of Seller’s and Purchaser’s representations, warranties, covenants
        and agreements herein shall merge in the documents and agreements executed
        at
        Settlement and shall not survive Settlement. 

      


      
 

       

    

    
      
        
        

      

      
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                (k) The
        Exhibit attached hereto is hereby incorporated herein by this reference for
        all
        purposes and is as follows: 

      A
—
        Description of Real Property
B — List of Environmental Reports
C —
Proffers 

                (l) If
        any term or provision of this Agreement or the application thereof to any
        person
        or circumstances shall, to any extent, be invalid or unenforceable, the
        remainder of this Agreement, or the application of such term or provision
        to
        persons or circumstances other than those as to which it is held invalid
        or
        unenforceable, shall not be affected thereby, and each such term and provision
        of this Agreement shall be valid and be enforced to the fullest extent permitted
        by law. 

                (m) The
        parties agree that any action hereunder or otherwise related to the Real
        Property shall be tried by judge and not by jury, each hereby waiving any
        right
        to claim or demand a jury trial in connection herewith. 

                (n) Neither
        party shall be entitled to record this Agreement or any memorandum or short
        form
        hereof in any public record. 

           20. Special
        Exception.


                Seller
        hereby discloses to Purchaser that it is pursuing a Special Exception (the
        “Special Exception”) to permit certain retail uses on the Property and agrees to
        include Purchaser in any meetings with Loudoun County staff or officials
        with
        respect to such Special Exception. Seller shall provide to Purchaser within
        three (3) business days following contract execution a complete copy of the
        Special Exception application and thereafter within three (3) business days
        of
        receipt, any County staff referrals. Any proposed resubmissions or responses
        to
        County referrals shall be provided to Purchaser prior to their submission
        to
        Loudoun County for their reasonable comment, but not approval. Following
        the
        expiration of the Feasibility Study Period, Purchaser shall be entitled to
        participate in all negotiations with County staff and officials regarding
        the
        Special Exception any modifications to any submission materials and Purchaser
        shall be permitted to determine whether or not such Special Exception should
        go
        forward to public hearings before the Planning Commission and/or the Board
        of
        Supervisors (provided that Purchaser shall not have the right to cause the
        withdrawal of the Special Exception). Any development conditions associated
        with
        such Special Exception shall be subject to Purchaser’s approval in its sole
        discretion. Seller acknowledges that Purchaser would in all likelihood not
        develop the Property as shown on the Special Exception and agrees that the
        Special Exception shall not be taken to a Public Hearing during the pendency
        of
        the Agreement. 

      


      
 

       

    

    
      
        
        

      

      
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           IN WITNESS WHEREOF,
        the parties hereto
        have executed this Agreement under seal on the date or dates set forth below.
        

      
        	 	 	 	 	 
	 	
                SELLER:

LOUDOUN LAND VENTURE LLC, 

                 

              	 
	 	By:  	Cornerstone
                Real Estate Advisers LLC,  	 
	 	 	its manager 	 
	 	 	 	 
	 	By:  	/s/
                Linda H. Young  	 
	 	Name: 	Linda H. Young 	
              	 
	 	Title:  	Vice President 	
              	 


      

      
        	
              	Date:  November 28, 2007	 


      

      
         

        
          	 	 	 	 	 


          	 	 	 	 	 
	 	
                  PURCHASER:

NATIONAL RURAL UTILITIES 

                  COOPERATIVE FINANCE CORPORATION, a 

                  District of Columbia cooperative association
 

                	 
	 	By:  	/s/
                  John T. Evans  	 
	 	Name: 	John T. Evans	
                	 
	 	Title: 	Senior Vice President	 	 


        

      

      
        	
              	Date:  November 28, 2007	 


      

           Escrow Agent joins
        in the execution
        hereof for the purposes of evidencing its acknowledgment of and agreement
        to
        hold and dispose of the Deposit as set forth herein. 

      	 	 	 	 	 
	 	ESCROW AGENT:

LOUDOUN
              COMMERCIAL TITLE, LLC
 	 
	 	By:  	/s/
              ROBERT M. GOROON  	 
	 	Name: 	 ROBERT M. GOROON 	
            	 
	 	 Title: 	 President	
            	 
	 	Date:  11/30/2007 	 


      


      
 

       

    


    
    

     

    
    

     

    
      
        
        

      

      
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      EXHIBIT A 

      ALL THAT CERTAIN
        lot or
        parcel of land situate, lying and being in Loudoun County, Virginia, being
        more
        particularly described as follows: 

      Parcel M, Area
        1,
        containing 26.7167 acres, more or less and Parcel M, Area 2, containing 0.9010
        acres, more or less, as shown on a plat entitled “Boundary Line Adjustment thru
        Loudoun Parkway Center” recorded as Instrument No. 200410260114758 among the
        land records of Loudoun County, Virginia. 

      

 

       

    


    
    

     

    

    
    

     

    
      
        
        

      

      
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      EXHIBIT B 

      
        	1.	 	Phase I Environmental Site Assessment Update, Loudoun Parkway
                Center,
                Parcel M, Ashburn, Virginia prepared by ECS LLC Mid-Atlantic (ECS
                Project
                No. 12853) dated October 20, 2006.


      

      
        	2.	 	Phase I Environmental Site Assessment dated December 11, 2006
                prepared by URS Corporation, Job # 38616261


      

      
        	3.	 	Threatened and Endangered Species Records Review, Loudoun Parkway
                Center, Parcel M, Loudoun County, Virginia, prepared by ECS Mid-Atlantic
                (ECS Project No. 12853-A) dated October 26, 2006.



      

      

 

       

    


    
    

     

    

    
    

     

    
      
        
        

      

      
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