PURCHASE AND SALE AGREEMENT

THIS PURCHASE AND SALE AGREEMENT

(this “

Agreement

”) is hereby made and entered into

as of the Effective Date (as defined below) by and between

HOME DEPOT U.S.A., INC.

, a Delaware

corporation

(“

Seller

”), and

BLUE ROSE INVESTMENTS, LLC

, a Louisiana limited liability company

(“

Purchaser

”).

RECITALS:

Seller desires to sell and Purchaser desires to purchase, upon the terms and conditions

set forth in this Agreement, those certain tracts or parcels of land containing in the aggregate approximately

2.579 acres, located in the City of Kenner, Parish of Jefferson, State of Louisiana, as more particularly

described on

Exhibit A-1

attached hereto and made a part hereof and depicted as Lot

“B"

Exhibit A-

attached hereto and made a part hereof (the “

Land

”), together with (i) the real property improvements

and fixtures, if any, located thereon (the “

Improvements

”; the Land and Improvements are sometimes

referred to herein collectively as the “

Real Property

”) and (ii) all rights, easements, servitudes, mineral

rights (to the extent owned by Seller) and appurtenances pertaining thereto (collectively, the “

Property

”),

and subject only to the Permitted Exceptions (as defined below). The land adjoining the Real Property and

retained by Seller is referred to herein as “

Seller’s Adjacent Property

”.

Seller desires to sell the Property to Purchaser and Purchaser desires to purchase the

Property from Seller pursuant to the terms, provisions and conditions of this Agreement.

NOW, THEREFORE

, in consideration of the mutual promises and covenants contained herein and

other good and valuable consideration, the receipt and sufficiency of which are all hereby acknowledged

by each of the parties hereto, the parties hereto agree as follows:

Purchase Price

. Subject to the terms and provisions of this Agreement, Seller shall sell

and transfer the Property to Purchaser, and Purchaser shall purchase the Property from Seller and pay to

Seller, by federal wire transfer or other immediately available funds, the sum of

$2,166,481.19

(the

“

Purchase Price

”). No adjustment to the Purchase Price shall be made if the Survey (as defined below)

reflects acreage that differs from the acreage described above or the acreage reflected on

Exhibit A-2

Deposit

(a)

Within five (5) business days after the Effective Date, Purchaser shall deposit in

escrow with First American Title

Insurance Company ("

Escrow Agent

"), at its office located at 3455

Peachtree Road NE, Suite 1700, Atlanta, GA 30326, Attn.: Lori Adams, a deposit in the amount of

$20,000.00

(the “

Deposit

”).

(b)

Escrow Agent shall invest the Deposit in a federally insured interest-bearing

account. The Deposit paid by Purchaser shall be applied for Purchaser’s benefit against the Purchase

Price at Closing (as defined below) or disbursed to Seller or Purchaser as otherwise set forth herein. All

interest which has accrued on the Deposit shall, under all circumstances, belong to the party which is

ultimately entitled to receive the Deposit pursuant to this Agreement (with portions of the interest being

allocated to the portions of the Deposit). Seller and Purchaser each agree to execute and deliver all

documents which are reasonably requested by Escrow Agent to effectuate the escrow of the Deposit,

provided and so long as such documents are consistent with the terms of this Agreement.

(c)

In performing its duties as escrow agent holding the Deposit as provided in this

Agreement, Escrow Agent shall not incur any liability to anyone for any damages, losses or expenses,

except for gross negligence, willful default or breach of trust, and it shall accordingly not incur any such

liability with respect to (i) any action taken or omitted in good faith upon advice of its counsel, or (ii) any

action taken or omitted in reliance upon any instrument, including written notice or instruction provided for

in this Agreement, not only as to its due execution and the validity and effectiveness of its provisions, but

also as to the truth and accuracy of any information contained therein, which Escrow Agent shall in good

Home Depot Purchase and Sale Agreement — page 2

faith believe to be genuine, to have been signed or presented by a proper person or persons, and to conform

with the provisions of this Agreement. In the event of a dispute between any of the parties hereto sufficient

in the discretion of Escrow Agent to justify its doing so, Escrow Agent shall be entitled to tender into the

registry or custody of any court of competent jurisdiction in the parish where the Property is located, the

entire Deposit held under this Agreement, together with such legal pleadings as it deems appropriate, and

thereupon be discharged from all further duties and liabilities under this Agreement.

(d)

In the event Purchaser fails to timely deposit the Deposit as required in this

Agreement, Seller shall have the right to terminate this Agreement immediately upon the occurrence of

such breach hereunder by providing written notice to Purchaser.

Closing Costs

(a)

Seller shall pay Seller’s attorneys’ fees and a commission to Seller's Brokers

pursuant to Section 20 of this Agreement.

(b)

On or before Closing, Purchaser shall pay: (i) the cost of the preparation of the

survey if Purchaser elects to obtain a survey; (ii) the cost of obtaining all approvals, permits and entitlements

for the Property; (iii) Purchaser’s attorneys’ fees; (iv) all transfer taxes, recording taxes, documentary stamp

taxes and similar taxes payable to the State of Louisiana, Parish of Jefferson, the City of Kenner or any

other applicable governmental authority; (v) all recording fees on recordable documents related to the sale

of the Property to Purchaser (including, without limitation the recording costs for the Deed and the RCA (as

each are defined below); (vi) all title insurance fees and premiums, including, without limitation, any costs,

fees and premiums related to the issuance of the Title Commitment (as defined below) and any owner’s

title insurance policy obtained by Purchaser at Closing, including, any endorsements thereto; (vii) any and

all title costs in the event this Agreement terminates; and (viii) all escrow fees charged by Escrow Agent.

(c)

All other costs and fees shall be paid by the party incurring such costs and fees.

(d)

The Land is subject to that certain Restrictive Covenants and Reciprocal Servitude

Agreement dated July 19, 2016 and recorded on July 19, 2016, in Book 3373, Page 148 of the official

records of Jefferson Parish (the "

Carmax RCRSA

"). The Purchase Price includes amounts for

reimbursement to Seller of the prorated amounts allocated to the Property paid by Seller to CarMax (i) for

the construction of the Access Drive (as defined in the Carmax RCRSA) under Section 2.01(a) of the

Carmax RCRSA in the amount of $65,012.63 plus (ii) for the construction of the Pylons (as defined in the

Carmax RCRSA) under Section 2.03 of the Carmax RCRSA in the amount of $21,649.56.

Prorations

(a)

All real property ad valorem taxes, personal property taxes, special taxes and

assessments shall be prorated (employing a 365-day year) between Purchaser and Seller as of the Closing

Date (as defined below) based upon the current property assessment. If such assessment is not available

for the year in question, such taxes and assessments shall be prorated at Closing based on the previous

year’s tax bill and promptly reprorated when the amount thereof can be ascertained.

(b)

All expenses, including without limitation, utility fees and deposits and all

maintenance charges and payments under existing recorded reciprocal easements/servitudes agreements

and/or similar agreements, with respect to the Property shall be allocated between Seller and Purchaser

as of the Closing Date. Seller shall be responsible for all such expenses for the period of time up to but not

including the Closing Date, except for any such expenses incurred by or at the direction of Purchaser in

connection with Purchaser’s inspection of the Property, all of which expenses incurred by or at the direction

of Purchaser shall be paid by Purchaser. Purchaser shall be responsible for all such expenses for the

period of time from, after, and including the Closing Date. If accurate allocations cannot be made at Closing

because current bills are not then available (for example, as in the case of utility bills), the parties shall

allocate such expenses at Closing on the best available information, subject to prompt adjustment upon

receipt of the final bill or other evidence of the applicable income or expense.

Home Depot Purchase and Sale Agreement — page 3

(c)

All prorations and allocations made pursuant to this Section 4 shall be determined

by allocating the tax, assessment or other expense on a per acre basis.

(d)

If any errors or omissions are made regarding adjustments and prorations pursuant

to this Section 4, the parties shall make the appropriate corrections promptly upon the discovery thereof. If

any estimates are made at the Closing regarding adjustments or prorations, the parties shall make the

appropriate correction promptly when accurate information becomes available. Any corrected adjustment

or proration shall be paid in cash to the party entitled thereto.

(e)

All obligations to adjust prorations set forth in this Section 4 shall survive the

Closing of the transaction for a period of nine (9) months.

Closing

. The consummation of the purchase and sale of the Property (the “

Closing

”)

shall be held on the date that is thirty (30) days following the expiration of the Inspection Period (the

“

Closing Date

”) at the offices of the Escrow Agent. Seller agrees to deliver possession of the Property to

Purchaser at Closing. Notwithstanding the foregoing, the parties agree that the Closing shall occur through

the mail pursuant to a mutually acceptable escrow arrangement among Seller, Purchaser and Escrow

Agent so that it will not be necessary for Seller or Purchaser to physically attend the Closing. At Closing,

all of the terms and conditions of this Agreement shall be deemed to have been satisfied and merged into

the Act of Sale (as defined below) and shall not survive the Closing, except as specifically set forth in this

Agreement.

Conveyance of Property “As Is” Except as Otherwise Provided

. PURCHASER

ACKNOWLEDGES THAT THE PROPERTY IS BEING SOLD “AS IS, WHERE IS” AND “WITH ALL

FAULTS” WITHOUT ANY OBLIGATION OF SELLER TO PERFORM ANY REPAIRS, IMPROVEMENTS,

MAINTENANCE OR OTHER WORK TO THE PROPERTY OR ANY PART THEREOF, AND WITHOUT,

ANY WARRANTIES OF ANY KIND OR CHARACTER, EXPRESS OR IMPLIED, STATUTORY, ORAL OR

WRITTEN, PAST, PRESENT OR FUTURE, WITH RESPECT TO THE PROPERTY, INCLUDING, BUT

NOT LIMITED TO, WARRANTIES OF FITNESS, MERCHANTABILITY, FITNESS FOR A PARTICULAR

PURPOSE, HABITABILITY, TENANTABILITY OR ENVIRONMENTAL CONDITION. SELLER

EXPRESSLY DISCLAIMS ANY REPRESENTATIONS AND WARRANTIES OF ANY KIND OR

CHARACTER, EXPRESS OR IMPLIED, STATUTORY, ORAL OR WRITTEN, PAST, PRESENT OR

FUTURE, WITH RESPECT TO THE PROPERTY, INCLUDING ANY REPRESENTATIONS BY ANY

BROKERS OR SALESMEN WITH RESPECT TO THE PROPERTY, INCLUDING BUT NOT LIMITED TO

REPRESENTATIONS AND WARRANTIES AS TO ANY OF THE FOLLOWING MATTERS: (I)

ENVIRONMENTAL MATTERS RELATING TO THE PROPERTY OR ANY PORTION THEREOF; (II)

GEOLOGICAL CONDITIONS, INCLUDING, WITHOUT LIMITATION, SUBSIDENCE, SUBSURFACE

CONDITIONS, WATER TABLE, UNDERGROUND WATER RESERVOIRS, LIMITATIONS REGARDING

THE WITHDRAWAL OF WATER AND EARTHQUAKE FAULTS AND THE RESULTING DAMAGE OF

PAST AND/OR FUTURE EARTHQUAKES; (III) WHETHER, AND TO THE EXTENT TO WHICH, THE

PROPERTY OR ANY PORTION THEREOF IS AFFECTED BY ANY STREAM (SURFACE OR

UNDERGROUND), BODY OF WATER, FLOOD-PRONE AREA, FLOOD PLAIN, FLOODWAY OR

SPECIAL FLOOD HAZARD; (IV) DRAINAGE; (V) SOIL CONDITIONS, INCLUDING THE EXISTENCE OF

INSTABILITY, PAST SOIL REPAIRS, SOIL ADDITIONS OR CONDITIONS OF SOIL FILL, OR

SUSCEPTIBILITY TO LANDSLIDES, OR THE SUFFICIENCY OF ANY UNDERSHORING; (VI) ZONING

TO WHICH THE PROPERTY OR ANY PORTION THEREOF MAY BE SUBJECT; (VII) THE AVAILABILITY

OF ANY UTILITIES TO THE PROPERTY OR ANY PORTION THEREOF INCLUDING, WITHOUT

LIMITATION,

WATER,

SEWAGE/WASTEWATER

DISPOSAL,

STORMWATER

CONVEYANCE

SYSTEMS, GAS AND ELECTRIC; (VIII) USAGES OF ADJOINING PROPERTY; (IX) ACCESS TO THE

PROPERTY OR ANY PORTION THEREOF; (X) THE PRESENCE OF “HAZARDOUS SUBSTANCES” (AS

DEFINED BELOW) IN OR ON, UNDER OR IN THE VICINITY OF THE PROPERTY; (XI) THE CONDITION

OR USE OF THE PROPERTY OR COMPLIANCE OF THE PROPERTY WITH ANY OR ALL PAST,

PRESENT OR FUTURE FEDERAL, STATE OR LOCAL ORDINANCES, RULES, REGULATIONS OR

LAWS, BUILDING, FIRE OR ZONING ORDINANCES, CODES OR OTHER SIMILAR LAWS; (XII) THE

EXISTENCE OR NON-EXISTENCE OF UNDERGROUND STORAGE TANKS AND ANY CONTENTS

Home Depot Purchase and Sale Agreement — page 4

THEREOF; (XIII) ANY OTHER MATTER AFFECTING THE STABILITY OR INTEGRITY OF THE

PROPERTY; (XIV) THE POTENTIAL FOR FURTHER DEVELOPMENT OF THE PROPERTY; (XV) THE

EXISTENCE OF LAND USE, ZONING OR BUILDING ENTITLEMENTS AFFECTING THE PROPERTY;

OR (XVI) THE HABITABILITY, MERCHANTABILITY, OR SUITABILITY OF THE PROPERTY OR FITNESS

OF THE PROPERTY FOR ANY PARTICULAR PURPOSE. FURTHER, IN THE EVENT PURCHASER

PURCHASES THE PROPERTY, PURCHASER HEREBY WAIVES ANY CLAIM IT MAY HAVE AGAINST

SELLER AS TO MATTERS RELATED TO THE PROPERTY OR SELLER WITH RESPECT TO ACTS,

OMISSIONS AND CONDITIONS ARISING, ACCRUING OR EXISTING ON OR BEFORE THE CLOSING

DATE, EXCEPT AS OTHERWISE SPECIFICALLY SET FORTH IN THIS AGREEMENT OR THE

AGREEMENTS EXECUTED BY SELLER AT CLOSING. UPON CLOSING, EXCEPT AS OTHERWISE

SPECIFICALLY SET FORTH IN THIS AGREEMENT OR THE AGREEMENTS EXECUTED BY SELLER

AT CLOSING, PURCHASER SHALL ASSUME THE RISK THAT ADVERSE MATTERS, INCLUDING BUT

NOT LIMITED TO, ADVERSE PHYSICAL AND ENVIRONMENTAL CONDITIONS, INCLUDING,

WITHOUT

LIMITATION,

THE

PRESENCE

HAZARDOUS

SUBSTANCES

OTHER

CONTAMINANTS, MAY NOT HAVE BEEN REVEALED BY PURCHASER’S INVESTIGATIONS, AND,

EXCEPT AS OTHERWISE SPECIFICALLY PROVIDED IN THIS AGREEMENT AND THE AGREEMENTS

TO BE EXECUTED BY SELLER AT CLOSING, PURCHASER, UPON CLOSING, SHALL BE DEEMED

TO HAVE WAIVED, RELINQUISHED AND RELEASED SELLER (AND SELLER’S OFFICERS,

DIRECTORS, SHAREHOLDERS, EMPLOYEES AND AGENTS) FROM AND AGAINST ANY AND ALL

CLAIMS, DEMANDS, CAUSES OF ACTION (INCLUDING CAUSES OF ACTION IN TORT), LOSSES,

DAMAGES, LIABILITIES, COSTS AND EXPENSES (INCLUDING REASONABLE ATTORNEYS’ FEES)

OF ANY AND EVERY KIND OR CHARACTER, KNOWN OR UNKNOWN, WHICH PURCHASER MIGHT

HAVE ASSERTED AGAINST SELLER (AND SELLER’S OFFICERS, DIRECTORS, SHAREHOLDERS,

EMPLOYEES AND AGENTS) AT ANY TIME BY REASON OF OR ARISING OUT OF ANY LATENT OR

PATENT PHYSICAL CONDITIONS, INCLUDING, WITHOUT LIMITATION, THE PRESENCE IN THE SOIL,

AIR, STRUCTURES AND SURFACE AND SUBSURFACE WATERS, OF HAZARDOUS SUBSTANCES

OR OTHER SUBSTANCES THAT HAVE BEEN OR MAY IN THE FUTURE BE DETERMINED TO BE

TOXIC, HAZARDOUS, UNDESIRABLE OR SUBJECT TO REGULATION AND THAT MAY NEED TO BE

SPECIALLY TREATED, HANDLED AND/OR REMOVED FROM THE PROPERTY UNDER CURRENT OR

FUTURE FEDERAL, STATE AND LOCAL LAWS, REGULATIONS OR GUIDELINES, VIOLATIONS OF

ANY APPLICABLE LAWS, INCLUDING, WITHOUT LIMITATION, ANY APPLICABLE “HAZARDOUS

SUBSTANCES LAWS” (AS DEFINED BELOW), AND ANY AND ALL OTHER ACTS, OMISSIONS,

EVENTS, CIRCUMSTANCES OR MATTERS REGARDING THE PROPERTY. PURCHASER FURTHER

ACKNOWLEDGES AND AGREES THAT PURCHASER IS A SOPHISTICATED AND EXPERIENCED

PURCHASER OF PROPERTIES SUCH AS THE PROPERTY AND HAS BEEN DULY REPRESENTED

BY COUNSEL IN CONNECTION WITH THE NEGOTIATION OF THIS AGREEMENT.

(b)

For purposes of this Agreement, “

Hazardous Substances

” means any hazardous,

toxic or dangerous waste, substance or material, pollutant or contaminant, as defined for purposes of the

Comprehensive Environmental Response, Compensation and Liability Act Of 1980 (42 U.S.C. §§ 9601 et

seq.), as amended (“

CERCLA

”), or the Resource Conservation and Recovery Act (42 U.S.C. §§ 6901 et

seq.), as amended (“

RCRA

”), or any other federal, state or local law, ordinance, rule or regulation applicable

to the Property, or any substance which is toxic, explosive, corrosive, flammable, infectious, radioactive,

carcinogenic, mutagenic or otherwise hazardous, or any substance which contains gasoline, diesel fuel or

other petroleum hydrocarbons, polychlorinated biphenyls, radon gas, urea formaldehyde, asbestos, lead or

electromagnetic waves. Without limitation of the other provisions of this Section 6, Purchaser

acknowledges to and agrees with Seller that Seller has not, does not and will not make any representation

or warranty with regard to compliance with any environmental protection, pollution or land use laws, rules,

regulations, orders or requirements, including, but not limited to, those pertaining to the handling, generating,

treating, storing or disposing of any Hazardous Substances, including CERCLA and RCRA. Without limiting

the foregoing, Seller does not make and has not made and specifically disclaims any representation or

warranty regarding the presence or absence of any Hazardous Substances at, on, under or about the

Property or the compliance or non-compliance of the Property with CERCLA or RCRA, the Federal Water

Pollution Control Act, the Federal Environmental Pesticides Act, the Clean Water Act, the Clean Air Act,

any federal, state or local so-called “Superfund” or “Superlien” statute, or any other statute, law, ordinance,

code, rule, regulation, order or decree regulating, relating to or imposing liability or standards of conduct

Home Depot Purchase and Sale Agreement — page 5

concerning any Hazardous Substances (collectively, the “

Hazardous Substance Laws

”).

(c)

The provisions of this Section 6 shall survive Closing and shall not merge with any

of the closing deliveries to be provided pursuant to Section 13 of this Agreement.

Inspections Prior to Closing

(a)

Subject to the terms and conditions hereof and to any rights or restrictions under

any of the Permitted Exceptions, Purchaser, its agents and representatives, shall at all times during the

Inspection Period (but upon forty-eight (48) hours’ prior email notice to Seller’s representative, who is

Cameron Bagley, with an email address of

cameron_bagley@homedepot.com

) have the privilege,

opportunity and right of entering upon the Property in order to conduct such examinations, tests, studies

and investigations of the Property, including, but not limited to, the physical and environmental conditions

thereof, as Purchaser deems reasonably necessary or reasonably desirable to satisfy itself as to the

condition of the Property, and Purchaser will rely solely upon same and not upon any information (including

without limitation environmental studies or reports of any kind or any Seller Information (as defined below))

provided by or on behalf of Seller or its agents, consultants or employees with respect thereto; provided,

however, any such access on the Property shall not interfere with Seller’s business or other activities at the

Property and Seller’s Adjacent Property. At Seller’s election, a representative of Seller may be present

during any entry by Purchaser or its representatives upon the Property for conducting its studies and

investigations. Purchaser shall not cause or permit any mechanics' liens, materialmen’s liens or other liens

to be filed against the Property or Seller’s Adjacent Property as a result of its activities at the Property, and

if any such liens are filed Purchaser shall cause same to be dismissed, by payment, bonding or otherwise,

not later than thirty (30) days following Purchaser obtaining actual knowledge of the filing thereof.

Purchaser agrees to indemnify, defend and hold harmless Seller and its partners, affiliates, officers,

employees, trustees, beneficiaries, shareholders, directors, members, managers, attorneys, advisors, and

other agents (“

Seller Parties

”) harmless from and against (i) any and all damages to person or property,

and (ii) any and all liabilities, damages, costs and expenses (including without limitation reasonable

attorneys’ fees and court costs); which arise as a result of or in connection with Purchaser’s exercise of its

rights pursuant to this Section, excluding any damages, liabilities, costs or expenses caused by primarily

by the negligence or willful misconduct of any of the Seller Parties.

(b)

Notwithstanding anything contained in this Agreement to the contrary, Purchaser

shall not perform a so-called "Phase II" environmental site assessment of the Property or any other

sampling, boring, drilling or other physically intrusive testing on the Property without the prior written

consent of Seller, which consent may be granted or withheld in Seller's sole and absolute discretion.

(c)

Purchaser covenants and agrees with Seller not to disclose to any third party (other

than to Purchaser’s lenders, accountants, attorneys and other professionals and consultants in connection

with the transaction contemplated herein provided that such parties are advised of and agree to be bound

by the confidentiality provisions of this Agreement) without Seller’s prior written consent, which consent

Seller shall not unreasonably withhold, unless Purchaser is obligated by law to make such disclosure or

unless such information is already a matter of public record, any of the reports or any other documentation

or information obtained by Purchaser which relates to the Property or Seller in any way (including, without

limitation, any Seller Information received by Purchaser) (collectively, the “

Confidential Information

”), all

of which shall be used by Purchaser and its lenders, accountants, attorneys and other professionals and

consultants solely in connection with the transaction contemplated hereby. In the event that this Agreement

is terminated, Purchaser agrees that all the Confidential Information will continue to be held by Purchaser

and its lenders, accountants, attorneys and other professionals and consultants in strict confidence. If

Purchaser believes such disclosure is required to be made, Purchaser will so inform Seller and provide

Seller (upon request) a copy of the Confidential Information to be disclosed; Seller, at its sole discretion,

shall have the option (but not the obligation) to attempt to obtain a protective order or to otherwise prevent

such disclosure, and Purchaser shall take no action to prevent or interfere, and shall cooperate, at Seller’s

expense, with any efforts Seller may elect to undertake to intervene in any proceedings or to otherwise

prevent disclosure. If any disclosure is required, Seller shall have the option (but not the obligation) to

make such disclosure. Purchaser shall and hereby agrees to indemnify, defend and hold harmless Seller

Home Depot Purchase and Sale Agreement — page 6

from and against any and all claims, losses, liabilities, costs, damages or expenses that Seller may suffer

or incur (including, without limitation, reasonable attorneys’ fees) as a result of any unpermitted disclosure

or use of the Confidential Information by Purchaser or Purchaser’s lenders, accountants, attorneys and

other professionals and consultants. Purchaser acknowledges and agrees that the injury that Seller will

suffer in the event of any breach of any covenant or agreement contained in this Section 7(c) by Purchaser

or Purchaser’s lenders, accountants, attorneys and other professionals and consultants cannot be

compensated by monetary damages alone, and Purchaser therefore agrees that Seller, in addition to and

without limiting any other remedies or rights which it may have either under this Agreement or otherwise,

shall be entitled to injunctive relief enjoining any such breach or alleged breach, or other equitable relief,

from any court of competent jurisdiction, without a requirement of posting bond as a condition thereof.

(d)

In the event the Property is disturbed or altered in any way as a result of

Purchaser’s activities (including, without limitation, in connection with any intrusive testing approved by

Seller that is performed by Purchaser pursuant to the provisions hereof), Purchaser shall promptly restore

the Property to substantially its condition existing prior to the commencement of such activities which disturb

or alter the Property (subject to minor clearing of vegetation reasonably necessary for the performance of

Purchaser’s investigations on the Property). Prior to any entry upon the Property by Purchaser or

Purchaser’s agents, contractors, subcontractors or employees, Purchaser shall deliver to Seller a certificate

that evidences that Purchaser or the party performing such entry is carrying a commercial general liability

insurance policy with a financially responsible insurance company, covering the activities of Purchaser, its

agents, contractors, subcontractors and employees on or about the Property. Such certificate shall

evidence that such insurance policy shall have a per occurrence limit of at least $1,000,000 and an

aggregate limit of at least $2,000,000, and shall name Seller as an additional insured. The insurance

evidenced by such certificate shall be maintained in full force and effect at all times during which any such

inspections or investigations are taking place on the Property.

(e)

Within five (5) days after the Effective Date, Seller shall deliver to Purchaser copies

of the following materials, to the extent such materials are in Seller’s possession or control: (i) the most

current survey of the Property and (ii) the most recent title commitment or title policy with respect to the

Property (the foregoing materials and any other materials or information provided by Seller in connection

with this transaction is hereinafter collectively referred to as the “

Seller Information

”). Purchaser

acknowledges that Seller does not make any representation or warranty of any nature whatsoever

regarding the truth, accuracy, validity, completeness, usefulness, suitability or any other aspect of any Seller

Information provided to Purchaser, whether prior to or after the Effective Date, and Seller expressly

disclaims any such representation and warranty. Purchaser further acknowledges that the Seller

Information is specific to Seller’s use and development of the Property and may not be consistent with the

interests of Purchaser in the Property. Purchaser relies on any Seller Information at Purchaser’s sole risk.

Purchaser hereby agrees that, to the extent any Seller Information constitutes Confidential Information, it

shall not permit the further dissemination of any Seller Information provided to Purchaser and shall hold all

such Seller Information as Confidential Information pursuant to the terms and conditions of Section 7(c) of

this Agreement, above, and in the event this Agreement is terminated prior to Closing, regardless of the

reason for such termination, Purchaser shall deliver all Seller Information promptly to Seller.

(f)

The provisions of this Section 7 shall survive Closing or any earlier termination of

this Agreement, regardless of the reason for such termination, and upon Closing, if applicable, shall not

merge with any of the closing deliveries to be provided pursuant to Section 13 of this Agreement.

Notwithstanding the foregoing, upon Closing, information regarding the Property, whether Seller

Information or otherwise, shall no longer be deemed Confidential Information, except to the extent such

information also relates to Seller’s Adjacent Property.

Conditions Precedent

(a)

Inspection Period.

(i)

It is agreed that Purchaser’s obligations hereunder are conditioned upon

Purchaser being satisfied, at Purchaser’s sole cost and expense, within the period commencing on the

Home Depot Purchase and Sale Agreement — page 7

Effective Date and expiring at 5:00 p.m. Central Time on the date that is

120 days after the Effective Date

(the “

Inspection Period

”), that the Property meets Purchaser’s requirements in its sole and absolute

discretion.

(ii)

If Purchaser fails to obtain the corporate approval for a Hampton Inn

franchise, Purchaser shall have the right, at Purchaser’s election, to extend the end of the Inspection Period

for one period of thirty (30) days (an “

Extension Period

”). If Purchaser elects to extend the Inspection

Period as provided herein, Purchaser shall notify Seller in writing of such election prior to the end of the

Inspection Period. If Purchaser fails to extend the end of the Inspection Period for any Extension Period

as provided herein, Purchaser shall be deemed to have waived its right to extend the end of the Inspection

Period.

(iii)

Should Purchaser fail to be satisfied with the Property for any reason or

for no reason, Purchaser may elect, by delivery of written notice to Seller on or before the expiration of the

Inspection Period (as may be extended), to terminate this Agreement, whereupon this Agreement shall be

null and void and of no further force or effect with Purchaser and Seller having no further rights, obligations

or liabilities hereunder except as otherwise set forth herein and the Deposit (less $100, which shall be paid

to Seller) shall be refunded to Purchaser if Purchaser elects to terminate this Agreement prior to the end of

the Inspection Period. If Purchaser elects to terminate this Agreement pursuant to this Section 8(a),

Purchaser shall promptly deliver to Seller all Confidential Information along with all Property-related

information, materials, reports and other due diligence obtained by Purchaser (collectively, the “

Property

Materials

”) (such obligation to survive the termination of this Agreement). If Purchaser does not terminate

this Agreement pursuant to this Section 8(a) prior to the end of the Inspection Period, the Deposit shall be

nonrefundable to Purchaser, except in the event of a default by Seller under this Agreement following any

applicable notice and cure periods, but shall be applicable as a credit against the Purchase Price.

(b)

Title.

Purchaser shall have sixty (60) days after the Effective Date to examine

the title commitment (the "

Title Commitment

") provided by Escrow Agent, and to give written notice to

Seller (the “

Title Objection Notice

”) of any matter or defect shown or listed therein to which Purchaser

objects (the “

Title Objections

”). The Title Objection Notice shall be accompanied by a copy of the Title

Commitment and a copy of each of the exceptions to which Purchaser makes a Title Objection. If Purchaser

fails to deliver the Title Objection Notice within sixty (60) days after the Effective Date, Purchaser shall be

deemed to have waived such right to object to the Title Objections. If Purchaser does give Seller timely

notice of any Title Objections pursuant to a Title Objection Notice, Seller may, by written notice to Purchaser

(“

Seller’s Notice

”) given within ten (10) days after Seller’s receipt of the Title Objection Notice, either elect

in writing to cause one or more Title Objections to be removed or insured against by the Closing Date (if

Seller removes or insures against any Title Objection, such action will “

Cure

” the Title Objection), or inform

Purchaser that Seller is unable or unwilling to Cure one or more of such Title Objections. Seller shall have

no obligation whatsoever to cure, remedy or cause the removal of or insurance over any Title Objection

(except for monetary liens and encumbrances caused by Seller) unless Seller specifically elects in writing

to Cure such Title Objection. If Seller does not notify Purchaser within ten (10) days following Seller’s

receipt of the Title Objection Notice as to whether Seller will elect to Cure, or Seller notifies Purchaser within

said ten (10) day period that Seller is unable or unwilling to Cure one or more of such Title Objections, then

at Purchaser’s option, Purchaser may as its sole and exclusive remedies, either (i) waive the Title

Objections that Seller has declined to Cure or is deemed to have declined to Cure and take title to the

Property subject to such Title Objections and pursuant to the remaining terms of this Agreement or (ii)

terminate this Agreement by giving written notice to Seller prior to the date that is fifteen (15) days following

Purchaser’s receipt of Seller’s Notice (or the expiration of Seller’s ten (10) day response period, if Seller

fails to respond as to one or more Title Objections). Upon any termination of this Agreement pursuant to

this Section 8(b), this Agreement shall be null and void and of no further force or effect with Purchaser and

Seller having no further rights, obligations or liabilities hereunder except as otherwise specifically set forth

herein and (A) the Deposit (less $100, which shall be paid to Seller) shall be refunded to Purchaser if

Purchaser elects to terminate this Agreement prior to the end of the Inspection Period; and (B) the Deposit

shall be delivered to Seller if Purchaser elects to terminate this Agreement after the end of the Inspection

Period.

Home Depot Purchase and Sale Agreement — page 8

(c)

Restrictive Covenants Agreement. At Closing, Seller and Purchaser shall enter

into a Restrictive Covenants and Easement Agreement (the "

RCA

"). The RCA shall be in form acceptable

to Seller, in Seller's reasonable discretion; provided, however, that if Seller and Purchaser fail to agree on

the form of the RCA on or before the expiration of the Inspection Period, either party shall have the right to

terminate this Agreement by giving written notice to the other party prior to the date Seller and Purchaser

agree to the form of RCA, whereupon (i) Deposit paid by Purchaser shall be refunded by Escrow Agent to

Purchaser (less $100, which shall be paid to Seller shall be paid to Seller) if this Agreement terminates as

provided in this subsection (e) prior to the end of the Inspection Period and (ii) the Deposit shall be paid to

Seller if this Agreement terminates as provided in this subsection (e) after the end of the Inspection Period.

Additionally, if this Agreement terminates provided in this subsection (e), Purchaser shall immediately

deliver to Seller all Property Materials and this Agreement shall be deemed null and void and of no further

force or effect with Purchaser and Seller having no further rights, obligations or liabilities hereunder except

as otherwise set forth herein. The RCA shall include, among other things, the following restrictions and

other matters, which will run with the title to the Property and Seller's Adjacent Property and be binding

upon the owner and all tenants and occupants of the Property and Seller's Adjacent Property and all

successive owners, tenants and occupants of the Property and Seller's Adjacent Property:

(i)

No more than one (1) business shall be permitted to operate on the

Property at any time. Purchaser intends that the Property will initially be used for the operation of a hotel.

(ii)

There shall be no cross-parking between the Property and Seller's

Adjacent Property and the parking on the Property shall include the no fewer than the minimum number of

parking spaces required by applicable laws.

(iii)

No portion of the Property or Seller’s Adjacent Property shall be used for

any of the Objectional Uses (as defined in the Carmax RCRSA).

(v)

No portion of the Property shall be used as a home improvement or

hardware store or for the sale, display, lease or distribution of lumber, hardware items, plumbing supplies,

electrical supplies, paint, wallpaper and wallcoverings, hard and soft flooring (including, without limitation,

tile, wood flooring, rugs and carpeting), interior design services, kitchens or bathrooms or components

thereof (including, without limitation, tubs, sinks, faucets, mirrors, cabinets, showers, vanities, countertops

and related hardware), indoor and outdoor lighting, window treatments (including, without limitation,

draperies, curtains and blinds), cabinets, siding, ceiling fans, gardening supplies, nursery products, pool

supplies, patio furniture and patio accessories, non-patio furniture, kitchen appliances, closet organizing

systems, pictures or picture framing, automobile parts or supplies or Christmas trees (both live and artificial),

holiday décor and accessories, home automation systems and smart home devices, indoor and outdoor

lighting systems and light fixtures.

(vi)

Purchaser will maintain and repair the Property at Purchaser's sole cost

and expense.

(vii)

Purchaser may place a panel in the location of the Pylons (as defined in

the "Carmax RCRSA") in the panel location #2 identified on Exhibit C attached hereto and incorporated

herein. The foregoing shall not restrict Purchaser from installing signage on the Property provided such

signage complies with all applicable laws.

(viii)

Purchaser acknowledges and agrees that Section 2.03 of the CarMax

RCRSA requires Seller to pay for fifty percent (50%) of the costs to maintain and repair the Pylons (the

“

Pylon Costs Allocated to Home Depot

”). Purchaser shall be responsible for twenty-five percent (25%)

of the Pylon Costs Allocated to Home Depot, and shall reimburse Seller within twenty (20) days after Seller

provides an invoice for such reimbursement to Purchaser. If CarMax provides an invoice directly to

Purchaser for Purchaser’s share of the Pylon Costs Allocated to Home Depot, Purchaser shall pay CarMax

directly such amount requested by CarMax.

Home Depot Purchase and Sale Agreement — page 9

(ix)

Purchaser shall be responsible for complying with Section 2.01(b) of the

Carmax RCRSA to the extent Section 2.01(b) affects the Property.

(x)

Purchaser acknowledges and agrees that Section 2.01(a) of the CarMax

RCRSA requires Seller to pay for a portion of the costs to maintain and repair the Access Road, which is

defined as the “

Home Depot’s Access Servitude Maintenance Contribution

” in the CarMax RCRSA.

Purchaser shall be responsible for fifty percent (50%) of the Home Depot’s Access Servitude Maintenance

Contribution (the “

Purchaser Access Servitude Contribution Percentage

”), and shall reimburse Seller

within twenty (20) days after Seller provides an invoice for such reimbursement to Purchaser. If CarMax

provides an invoice directly to Purchaser for Purchaser’s share of the Home Depot’s Access Servitude

Maintenance Contribution, Purchaser shall pay CarMax directly such amount requested by CarMax.

(xi)

An access easement will be granted over the Property in favor of Lot A

over a portion of the southern boundary of the Property to permit access to Lot A from the existing entry

drive.

Seller’s Approval Rights.

(a)

Site Plan and Elevations. Purchaser covenants and agrees that it shall deliver to

Seller, on or before the date that is sixty (60) days after the Effective Date, a site plan for the Property

showing in detail all of Purchaser's intended improvements, ingress and egress plans, parking configuration,

proposed landscaping, locations of all utilities and building footprint of each structure Purchaser intends to

construct on the Property (the "

Site Plan

"), together with the proposed exterior elevations indicating colors

and materials of each structure Purchaser intends to construct on the Property (the "

Elevations

"). The

Site Plan must in all events conform to the Survey approved by Seller and Purchaser shall provide Seller

with such certifications from Purchaser’s engineer and other confirmatory documentation as Seller shall

reasonably require confirming that the Site Plan conforms to the approved Survey. Seller shall use

commercially reasonable efforts to respond to Purchaser’s requests for approval of the Site Plan and

Elevations (or revisions thereto) within twenty (20) days after submittal by Purchaser to Seller of the

proposed Site Plan and Elevations, or such revisions. In the event that Seller does not approve the Site

Plan and Elevations, Purchaser and Seller shall use commercially reasonable efforts to attempt to agree

upon any matters objected to by Seller. In the event Seller fails to approve the Site Plan and Elevations

prior to the end of the Inspection Period, including, without limitation, any subsequent revisions thereto,

either party shall have the right to terminate this Agreement by written notice to the other party hereto,

which termination shall be governed by the provisions of subsection (d) below. Any material changes to

the Site Plan and Elevations previously approved by Seller shall require Seller's prior approval, which

approval will not be unreasonably withheld, conditioned or delayed.

(b)

Plans. If Purchaser submits any plans and specifications to any applicable

governmental agencies prior to Closing for Purchaser’s intended improvements, including, without limitation,

civil drawings (including landscaping, utilities and signage plans) and architectural plans and specifications

(collectively, the "

Plans

"), Purchaser shall submit the Plans to Seller for Seller’s approval, which approval

will not be unreasonably withheld, conditioned or delayed. Seller shall use commercially reasonable efforts

to respond to Purchaser’s request for approval of the Plans (or revisions thereto) within fifteen (15) business

days after submittal by Purchaser to Seller of such proposed Plans, or such revisions. If Seller fails to

provide approval of disapproval to the Plans within such fifteen (15) business day period, Seller shall be

deemed to have disapproved the Plans.

(c)

Termination. If this Agreement is terminated pursuant to the provisions of this

Section 9, Purchaser shall promptly deliver the Property Materials to Seller and (i) if such termination occurs

prior to the end of the Inspection Period, the Deposit shall be refunded by Escrow Agent to Purchaser (less

$100, which shall be paid to Seller) and (ii) if such termination occurs after the end of the Inspection Period,

the Deposit shall be paid to Seller Period. Upon a termination pursuant to the provisions of this Section 9,

this Agreement shall be null and void and of no further force or effect with Purchaser and Seller having no

further rights, obligations or liabilities hereunder except as otherwise set forth herein.

Home Depot Purchase and Sale Agreement — page 10

(d)

Method of Plan Delivery. With respect to any plans, drawings or like submissions

required to be made by Purchaser to Seller for Seller’s approval in accordance with the provisions of this

Agreement, Purchaser agrees that it will, absent Seller’s consent to the contrary, cause such plans,

drawings and submissions to be delivered to Seller by virtue of electronic transmittal of a .pdf file containing

the plans, drawings and/or submissions at issue or, if reasonably requested by Seller, by electronic

transmittal of CAD files containing such materials.

10.

Purchaser’s Conditions to Closing

Notwithstanding

anything

the

contrary

contained herein, for the benefit of Purchaser, the Closing shall be expressly conditioned upon Seller's

timely performance of all the obligations required by Seller under the terms of this Agreement (or

Purchaser’s written waiver thereof, it being agreed that Purchaser may waive any, all or none of such

conditions, at its sole discretion) (the "

Purchaser Condition

"). In the event the Purchaser Condition shall

have failed as of Closing Date, Purchaser shall be entitled to proceed in accordance with the provisions of

Section 21(a) below. Upon a termination pursuant to the provisions of this Section 10, this Agreement shall

be null and void and of no further force or effect, with Purchaser and Seller having no further rights,

obligations or liabilities hereunder except as otherwise set forth herein.

11.

Seller’s Conditions to Closing

Notwithstanding

anything

the

contrary

contained herein, for the benefit of Seller, the Closing shall be expressly conditioned upon the occurrence

and/or satisfaction of each of the following conditions (or Seller’s written waiver thereof, it being agreed that

Seller may waive any, all or none of such conditions, at its sole discretion):

(a)

Purchaser’s Obligations. Purchaser shall have timely performed all of the

obligations required by the terms of this Agreement to be performed by Purchaser;

and

(b)

Purchaser’s Representations. All covenants, representations and warranties

made by Purchaser in this Agreement shall be true and correct as of the Closing

Date.

In the event either of the conditions in clauses (a) or (b) above shall have failed as of Closing, Seller

shall be entitled to proceed in accordance with the provisions of Section 21(b) below. Upon a termination

pursuant to the provisions of this Section 11, this Agreement shall be null and void and of no further force

or effect, with Purchaser and Seller having no further rights, obligations or liabilities hereunder except as

otherwise set forth herein.

12.

Conveyance of Title

(a)

At Closing, Seller shall convey fee simple title to the Property to Purchaser pursuant to

a recordable Act of Cash Sale (the

“

Act of Sale

”), in the form attached hereto as

Exhibit B

and incorporated

herein by this reference, subject to all of the following (collectively, the “

Permitted Exceptions

”): (i) all

matters caused by the actions of Purchaser, its agents, representatives or employees, (ii) all matters of

record or which would be ascertainable by an inspection or survey of the Property (including, without

limitation, matters shown on the Survey or listed in the Title Commitment as either exceptions or exclusions)

to which Purchaser does not raise a Title Objection pursuant to Section 8(b) of this Agreement, above, or

having raised a Title Objection, Purchaser waives or is deemed to have waived in accordance with Section

8(b) of this Agreement, above, (iii) all restrictions outlined in the RCA; (iv) all applicable zoning, building

and land use laws, ordinances and regulations, and (v) the lien of taxes and assessments not yet due.

Provided, however, the foregoing shall not be deemed to limit Purchaser’s rights pursuant to Section 8(b)

of this Agreement, above. Seller shall deliver possession of the Property at Closing; free and clear of any

rights of possession of any party claiming by, through or under Seller, other than rights under the Permitted

Exceptions.

(b)

At Closing, Seller and Purchaser shall enter into the RCA, which shall be a Permitted

Exception.

Home Depot Purchase and Sale Agreement — page 11

13.

Closing Documents

(a)

Seller shall deliver at the Closing the following documents (which shall be duly

executed and witnessed by Seller as appropriate):

(i)

one (1) original of the Act of Sale, to be recorded by Escrow Agent in the

local real estate records;

(ii)

one (1) original of a Non-Foreign Certificate, in form acceptable to Seller;

(iii)

one (1) original of an Affidavit of Title, in form acceptable to Seller and the

Escrow Agent;

(iv)

such evidence as the Escrow Agent shall reasonably require as to the

authority of the parties acting on behalf of Seller to enter into this

Agreement and to discharge the obligations of Seller pursuant hereto;

(v)

one (1) original of the RCA, in form acceptable to Seller, to be recorded by

Escrow Agent in the local real estate records;

(vi)

one (1) original closing statement which sets forth the distribution of the

Purchase Price and other funds, in form acceptable to Seller and the

Escrow Agent (the “

Closing Statement

”); and

(vii)

one (1) original of an Affidavit of Seller Regarding Broker, in form

acceptable to Seller.

(b)

Purchaser shall deliver at the Closing the following documents (all of which shall

be duly executed and witnessed by Purchaser as appropriate):

(i)

such evidence as the Escrow Agent shall reasonably require as to the

authority of the parties acting on behalf of Purchaser to enter into this

Agreement and to discharge the obligations of Purchaser pursuant hereto;

(ii)

one (1) counterpart original of the RCA;

(iii)

such evidence as may be required by Escrow Agent and Seller to confirm

that the Property constitutes a separate, legal lot;

(iv)

one (1) counterpart original of the Closing Statement; and

(v)

one (1) original of an Affidavit of Purchaser Regarding Broker, in form

reasonably acceptable to Seller.

14.

Condemnation

. In the event that at any time between the making of this Agreement

and Closing, all or a “material portion” (as defined in this Section 14) of the Property is condemned by any

legally constituted authority for any public use or purpose, then Seller shall notify Purchaser of such fact

promptly after obtaining written notice thereof and Purchaser may elect to terminate this Agreement by

giving written notice to Seller not later than the earlier of five (5) business days after the giving of Seller’s

notice of such condemnation, or the Closing Date, in which event the Deposit shall be immediately refunded

by Escrow Agent to Purchaser, and neither Purchaser nor Seller shall have any further liabilities, obligations

or rights hereunder except as otherwise set forth herein. For purposes of this Section 14, “

material portion

”

shall mean any one of the following: (i) the amount of any condemnation award is reasonably expected to

exceed $50,000, or (ii) the condemnation reduces the area of, or would result in encumbrances on, the

area of the Property as Purchaser’s proposed building; or (iii) access to or parking on the Property is

materially adversely affected. Failure of Purchaser to deliver written notice of termination prior to the

Home Depot Purchase and Sale Agreement — page 12

expiration of such five (5) business day period or the Closing Date, as applicable shall be conclusively

deemed to be an election not to terminate this Agreement. In the event of a condemnation in which

Purchaser does not elect to terminate this Agreement pursuant to the foregoing terms, or if an “insignificant

portion” (i.e., anything other than a material portion) of the Property is taken by eminent domain or

condemnation, then (a) the terms of this Agreement shall remain in full force and effect and binding on the

parties hereto, (b) the term “Property” as used herein shall thereafter refer to the Property less and except

any portion thereof taken by such condemnation, (c) there shall be no abatement of the Purchase Price

and Seller shall assign to Purchaser (without recourse) at the Closing the rights of Seller to the future

awards, if any, for such taking of a portion of the Property, and shall give Purchaser a credit at Closing for

any awards received by Seller before Closing with respect to such taking of a portion of the Property, and

(d) Purchaser shall be entitled to receive and keep all awards for the taking of the Property or such portion

thereof.

15.

Purchaser's Assumption

. As of the Closing, Purchaser agrees to assume and perform

all of the covenants and obligations of Seller and Seller’s predecessors in title with respect to the Property

pursuant to the Permitted Exceptions that accrue on and after the Closing. Purchaser indemnifies and

holds Seller harmless from and against any and all claims, costs and expenses (including reasonable

attorneys’ fees) asserted against or incurred by Seller and arising out of the failure of Purchaser to perform

its obligations from and after Closing pursuant to the terms of this Section 15. The provisions of this Section

15 shall survive Closing.

16.

Agreement Not Assignable by Purchaser

. This Agreement may not be directly or

indirectly assigned or transferred by Purchaser at any time without Seller's prior written consent, which

consent may be granted or withheld in Seller's sole and absolute discretion (it being acknowledged and

agreed that a transfer or assignment of more than 51% of the direct or indirect interests in Purchaser shall

constitute a transfer or assignment of this Agreement by Purchaser). Any attempted assignment made in

violation of this provision shall be null and void. The provisions of this Section 16 shall survive Closing.

Notwithstanding the foregoing, Purchaser may assign in whole or in part Purchaser’s rights under this

Agreement without the consent of Seller only upon the following conditions: (a) the assignee of Purchaser

must be an Affiliate of Purchaser (each a “

Permitted Assignee

”); (b) the Permitted Assignee must

expressly assume in writing in an assignment and assumption agreement in a form approved by Seller

(which approval shall not be unreasonably withheld), all of Purchaser’s obligations under this Agreement

with respect to the part of the Agreement assigned as provided in this Section 16, (c) a copy of such

assignment and assumption agreement is delivered to Seller and (d) Purchaser shall give prior written

notice of such assignment to Seller. As used in this Section 16, the term “

Affiliate

” means, with respect to

any person or entity, any other person or entity that, directly or indirectly, controls, is controlled by or is

under common control with Purchaser. For purposes of this definition, “control” means possessing the

power to direct or cause the direction of the management of the entity, whether through the ownership of

voting securities of the entity, by contract or otherwise.

17.

Notices

. All notices, requests, demands or other communications hereunder shall be in

writing and shall be delivered by personal delivery, overnight mail or delivery service, or United States

registered or certified mail, return receipt requested, postage prepaid or by e-mail, addressed as follows:

If to Seller:

Home Depot U.S.A., Inc.

2455 Paces Ferry Road, C-20

Atlanta, Georgia 30339

Attention: John Chescavage

Email:

john_chescavage@homedepot.com

With copies to:

Home Depot U.S.A., Inc.

2455 Paces Ferry Road

Atlanta, GA 30339

Attn.: Cameron Bagley

Email:

cameron_bagley@homedepot.com

Home Depot Purchase and Sale Agreement — page 13

and:

Troutman Pepper

11682 El Camino Real, Suite 400

San Diego, California 92130

Attention: Randal Lejuwaan

Email:

Randal.lejuwaan@troutman.com

If to Purchaser:

Blue Rose Investments, LLC

200 Westin Oaks Drive

Hammond, LA 70403

Attention: Pathik R. Patel

Email:

Pathik.Patel@Hilton.com

If to Escrow Agent:

First American Title Insurance Company

3455 Peachtree Road NE, Suite 1700

Atlanta, GA 30326

Attention: Lori Adams

E-mail:

lladams@firstam.com

or to such other address as any party may from time to time designate by notice in writing to the other

parties. Notice deposited in the mail in the manner hereinabove described shall be effective on the third

(3rd) business day after such deposit. Notice delivered by overnight delivery service shall be deemed

effective the day after said deposit with such service as evidenced by a receipt for such delivery. Notice

given in any other manner shall be effective only if and when received by the party to be notified between

the hours of 8:00 A.M. and 5:00 P.M. of any business day with delivery made after such hours to be deemed

received the following business day. Rejection, refusal to accept delivery or inability to deliver due to

changed address of which no notice has been given shall be deemed receipt by the addressee. Attorneys

for either party may give notices as provided herein for the party such attorney represents.

18.

Amendment

. Neither this Agreement nor any provision hereof may be changed,

amended, modified, waived or discharged orally or by any course of dealing, but only by an instrument in

writing signed by the party against which enforcement of the change, amendment, modification, waiver or

discharge is sought.

19.

Legal Fees

. In the event legal action is instituted by any of the parties to enforce the

terms of this Agreement or arising out of the execution of this Agreement, the prevailing party will be entitled

to receive from the other party its reasonable attorneys’ fees and court costs actually incurred (without

regard to statutory interpretation).

20.

Brokers

. Purchaser hereby represents that it has not discussed this Agreement or the

subject matter hereof with, and has not engaged in any fashion or any connection with this transaction the

services of, any real estate broker, agent, or salesman, so as to create any legal right in any such broker,

agent, or salesman to claim a real estate commission or similar fee with respect to the conveyance of the

Property or the other transactions contemplated by this Agreement. Seller hereby represents that, except

for Corporate Property Dispositions ("

CPD

"), Kirschman Realty and Beau Box Commercial Real Estate

(collectively, “

Seller’s Brokers

”), it has not discussed this Agreement or the subject matter hereof with, and

has not engaged in any fashion or any connection with this transaction the services of, any real estate

broker, agent, or salesman, so as to create any legal right in any such broker, agent, or salesman to claim

a real estate commission or similar fee with respect to the conveyance of the Property or the other

transactions contemplated by this Agreement. At Closing, Seller shall pay Seller's Brokers a total

commission as set forth in a master agreement between Seller and CPD. Seller and Purchaser hereby

agree to indemnify and hold the other harmless from and against any and all claims (including, without

limitation, court costs and reasonable attorneys’ fees actually incurred in connection with any such claims)

for any real estate commissions or similar fees arising out of or in any way connected with any breach of

the foregoing representation.

Home Depot Purchase and Sale Agreement — page 14

21.

Default

(a)

In the event Seller shall default in the performance of any of its obligations

hereunder and such default remains uncured for a period of ten (10) days following written notice thereof

from Purchaser to Seller (provided, however, there shall be no notice and cure period with respect to Seller

delivering the closing documents to Escrow Agent prior to the Closing), Purchaser, as its sole and exclusive

remedy, shall be entitled to either (i) terminate this Agreement by giving written notice to Seller, in which

event Purchaser shall receive a full refund of the Deposit, Purchaser shall immediately deliver to Seller the

Property Materials and the parties shall have no further rights or obligations hereunder, except for those

which expressly survive any such termination, or (ii) seek specific performance of Seller's obligations

hereunder to deliver the Act of Sale and other closing documents at Closing, as specified in Section 13(a)

above, or otherwise comply with the terms and provisions of this Agreement. Purchaser’s remedies shall

be limited to those specifically provided for in this Agreement and Purchaser hereby expressly waives and

relinquishes any and all rights to pursue any other remedy at law or in equity. The provisions of this Section

21(a) shall survive Closing.

(b)

In the event Purchaser shall default in the performance of any of its obligations

hereunder and such default remains uncured for a period of ten (10) days following written notice thereof

from Seller to Purchaser (provided, however, there shall be no notice and cure period with respect to

Purchaser delivering the closing documents and Purchase Price proceeds to Escrow Agent prior to the

Closing), Escrow Agent shall deliver the Deposit to Seller, and Seller shall be entitled, as its sole and

exclusive remedy (other than with respect to (i) Purchaser’s indemnification obligations hereunder, and (ii)

the performance of the obligations of Purchaser under this Agreement which expressly survive termination

or Closing, which shall not be paid from or limited to the Deposit), to retain the Deposit as full liquidated

damages for such default of Purchaser. Purchaser shall promptly deliver to Seller the Property Materials

and this Agreement shall terminate and the parties shall have no further rights or obligations hereunder,

except for those which expressly survive any such termination. Seller and Purchaser acknowledge and

agree that Seller’s damages in the event of a default by Purchaser hereunder would be difficult to ascertain

and that the Deposit represents a fair estimate of such damages, and is not intended as a penalty.

22.

Applicable Law

. This Agreement shall be governed by and construed and enforced in

accordance with the laws of the State of Louisiana.

23.

Waiver

. Failure of either Purchaser or Seller to exercise any right given hereunder or to

insist upon strict compliance with regard to any term, condition or covenant specified herein, shall not

constitute a waiver of Purchaser’s or Seller’s right to exercise such right or to demand strict compliance

with any term, condition or covenant under this Agreement.

24.

Counterparts and Execution and Delivery by Electronic Transmission

. This

Agreement may be executed in separate counterparts, each of which shall be deemed an original and all

of which, collectively, shall comprise one and the same instrument. Furthermore, this Agreement may be

executed and delivered by electronic transmission. The parties intend that electronic (e.g. pdf. format)

signatures constitute originals signatures and that an electronic copy or counterparts of this Agreement

containing signatures (original or electronic) of a party is binding upon that party.

25.

Captions; Construction

. All captions, headings, paragraph and subparagraph

numbers and letters are solely for reference purposes and shall not be deemed to be supplementing,

limiting, or otherwise varying the text of this Agreement. The parties hereto hereby acknowledge and agree

that (i) each party hereto is of equal bargaining strength, (ii) each such party has actively participated in the

drafting, preparation and negotiation of this Agreement, (iii) each such party has consulted with its own

independent counsel, and such other professional advisors as it has deemed appropriate, relating to any

and all matters contemplated under this Agreement, (iv) each such party and its counsel and advisors have

reviewed this Agreement, (v) each such party has agreed to enter into this Agreement following such review

and the rendering of such advice and (vi) any rule of construction to the effect that ambiguities are to be

resolved against the drafting parties shall not apply in the interpretation of this Agreement, or any portions

hereof, or any amendments hereto.

Home Depot Purchase and Sale Agreement — page 15

26.

Severability

. The invalidity or unenforceability of a particular provision of this Agreement

shall not affect the other provisions hereof, and this Agreement shall be construed in all respects as if such

invalid or unenforceable provision were omitted.

27.

Time is of Essence;

Entire Agreement

. Time is of the essence in all things pertaining

to the performance of this Agreement. This Agreement constitutes the sole and entire agreement of the

parties and is binding upon Seller and Purchaser, their heirs, successors, legal representatives and

permitted assigns. Without limitation, this Agreement supersedes in its entirety any letter of intent between

Seller and Purchaser with respect to the Property.

28.

Date for Performance

. If the time period by which any right, option or election provided

under this Agreement must be exercised, or by which any act required hereunder must be performed, or

by which the Closing must be held, expires on a Saturday, Sunday or legal or bank holiday, then such time

period shall be automatically extended through the close of business on the next regularly scheduled

business day.

29.

Date of Agreement

. The submission of this Agreement to Purchaser for examination or

consideration does not constitute an offer to sell the Property, and the return of this Agreement to Seller

does not constitute an offer to purchase the Property. This Agreement shall become effective, if at all, only

upon the full execution and delivery thereof by Purchaser and Seller. The “

Effective Date

” of this

Agreement shall be the date upon which this Agreement is executed

and delivered by the later of Seller or

Purchaser, whichever last executed and delivered this Agreement.

30.

No Recordation

. Without the prior written consent of Seller, there shall be no

recordation of either this Agreement or any memorandum thereof, or any affidavit pertaining hereto, and

any such recordation of this Agreement or memorandum thereto, by Purchaser without the prior written

consent of Seller shall constitute a default hereunder by the party filing or recording this Agreement or any

such memorandum thereof.

31.

Obligations

. Except as expressly set forth in this Agreement or in any document

executed and delivered at Closing, the terms, conditions, obligations and rights set forth herein shall be

deemed terminated at the time of Closing, and will merge into the various documents executed and

delivered at the time of Closing.

32.

Lot A

Seller will not enter a into a purchase agreement for the portion of Seller’s Adjacent

Property, which portion is depicted as Lot

“A”

Exhibit A-2

(“

Lot A

”) during the Inspection Period if the

proposed buyer plans to construct a hotel on Lot A.

Upon the Closing (only if the Closing occurs), Seller hereby grants to Purchaser a

right to purchase Lot A from Seller on the following terms and conditions (the “

First Right

”). If at any time

during the period commencing upon the Closing and ending on the date that is 730 days after the end of

the Inspection Period (the “

First Right Expiration Date

”), Seller intends to enter into a purchase agreement

for sale of Lot A to a buyer who intends to construct a hotel on Lot A, Seller shall invite Purchaser to make

an offer to purchase Lot A from Seller by sending to Purchaser a written notice of the invite (the “

Offer

Invite

”). If Purchaser desires to make an offer to purchase Lot A, Purchaser shall provide a written letter of

intent of the specific terms of the offer to purchase, including price, payment terms, conditions of title, costs

of escrow and all other material terms (a “

Proposal

”) within five (5) days after receiving the Offer Invite. If

Purchaser fails to make a Proposal within five (5) days after receipt of the Offer Invite, Purchaser shall be

deemed to have waived its First Right. If Purchaser delivers a Proposal within five (5) days after receipt of

the Offer Invite, Seller may elect to negotiate with Purchaser for the sale of Lot A to Purchaser or not

negotiate any further with Purchaser, which decision shall be made in Seller’s sole and absolute discretion.

Purchaser acknowledges and agrees that Seller shall have no duty or obligation to negotiate with Purchaser

for the sale of Lot A to Purchaser if Purchaser delivers Seller a Proposal and the First Right is simply the

Home Depot Purchase and Sale Agreement — page 16

right to receive an Offer Invite (if the conditions above for delivery of an Offer Invite are satisfied) and to

make a Proposal to Seller. The First Offer Right shall expire on the First Offer Expiration Date.

[SIGNATURES APPEAR ON THE FOLLOWING TWO (2) PAGES]

Home Depot Purchase and Sale Agreement — page 17

IN WITNESS WHEREOF

, each of Purchaser and Seller has caused this Agreement to be executed

by its duly authorized signatory as of the dates referenced below.

SELLER:

HOME DEPOT U.S.A., INC.,

a Delaware corporation

By: _______________________________

Name: ____________________________

Title: ______________________________

Date of Execution by Seller:

, 2023

John Chescavage

Sr. Corporate Counsel

November 8

Home Depot Purchase and Sale Agreement — page 18

Home Depot Purchase and Sale Agreement — page 19

EXHIBIT A-1

LEGAL DESCRIPTION OF THE LAND

ALL THOSE CERTAIN LOTS, PIECES OR PARCEL OF LAND SHOWN AS LOTS 230-A3 ON THE

RESUBDIVISION PLAT DATED DECEMBER 11, 2015 BY LINFIELD, HUNTER & JUNIUS, INC.,

ENTITLED "RESUBDIVISION OF LOT 230-A, LOT W, LOT R, LOT X-1-0C, LOT X-1-B, AND LOTS 3-A

INTO LOTS 230-A1, 230-A2, 230-A3, 230-A4, AND LOT X-1-B-1, HIGHWAY PARK SUBDIVISION, CITY

KENNAR,

JEFFERSON

PARISH,

LOUISANA"

(THE

"RESUBDIVISION

PLAT"),

THE

RESUBDIVISION PLAT HAVING BEEN APPROVED AND RECORDED BY ORDINANCE IN THE LAND

RECORDS OF JEFFERSON PARISH AT RECEPTION 11625350, AND BEING MORE PARTICULARY

DESCRIBED IN ACCORDANCE WITH THE RESUBDIVISION PLAT AS FOLLOWS:

Home Depot Purchase and Sale Agreement — page 20

EXHIBIT A-2

DEPICTION OF THE LAND

Home Depot Purchase and Sale Agreement — page 21

EXHIBIT B

FORM OF ACT OF CASH SALE

ACT OF CASH SALE

UNITED STATES OF AMERICA

by:

HOME DEPOT U.S.A., INC., a Delaware

corporation

STATE OF GEORGIA

COUNTY OF COBB

to:

_______________, a _________________

STATE OF LOUISIANA

PARISH OF JEFFERSON

* * * * * * * * * * * * * * * *

BE IT KNOWN,

that on this ___ day of ___________, 2023, to be effective _________, 2023 (the

“Effective Date”), before the first undersigned Notary Public, duly commissioned and qualified in

and for the state and county/parish first above written, in the presence of the first two undersigned

competent witnesses, personally came and appeared:

HOME DEPOT U.S.A., INC.

, a Delaware corporation (“Seller”), whose mailing address is

2455 Paces Ferry Road, Building C-20, Atlanta, Georgia 30339, represented herein by

Suzanne Russo, its duly authorized Assistant General Counsel, pursuant to a Unanimous

Written Consent of the Board of Directors in lieu of a Special Meeting, effective

__________________, a certified copy of which is attached hereto and made a part hereof

as Annex 1;

AND BE IT KNOWN

, that on this ___ day of _______________, 2023, to be effective on the

Effective Date, before the second undersigned Notary Public, duly commissioned and qualified,

and in the presence of the second two undersigned competent witnesses, in the state and

county/parish second above written, personally came and appeared:

___________________________, a ____________________ authorized to do business

Louisiana

(“Buyer”),

whose

mailing

address

______________________________________,

represented

herein

________________________, its duly authorized _____________________, pursuant to

a resolution attached hereto and made a part hereof as Annex 2;

who declared and agreed as follows:

SALE

Section 1.1

Property Sale.

For the consideration and upon the terms set forth below, Seller does hereby

sell and deliver to Buyer, without any warranty of title except for acts arising by, through or under Seller,

but with full substitution and subrogation of all rights and acts of warranty that Seller may have against

previous owners, the following described property the possession and delivery of which Buyer

acknowledges (the “Property”):

Home Depot Purchase and Sale Agreement — page 22

A CERTAIN LOT OF GROUND located in the City of Kenner, Jefferson

Parish, Louisiana and being more particularly described on Exhibit A

attached hereto, together with all real property improvements and fixtures,

if any located thereon, and all the rights, easements, servitudes and

appurtenances pertaining thereto.

Section 1.2

Waiver of Warranties; Property Conveyed “AS-IS”.

BUYER ACKNOWLEDGES THAT THE PROPERTY IS BEING SOLD “AS IS, WHERE IS”

AND “WITH ALL FAULTS” WITHOUT ANY OBLIGATION OF SELLER TO PERFORM ANY REPAIRS,

IMPROVEMENTS, MAINTENANCE OR OTHER WORK TO THE PROPERTY OR ANY PART THEREOF,

AND WITHOUT, ANY WARRANTIES OF ANY KIND OR CHARACTER, EXPRESS OR IMPLIED,

STATUTORY, ORAL OR WRITTEN, PAST, PRESENT OR FUTURE, WITH RESPECT TO THE

PROPERTY, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF FITNESS, MERCHANTABILITY,

FITNESS FOR A PARTICULAR PURPOSE, HABITABILITY, TENANTABILITY OR ENVIRONMENTAL

CONDITION. SELLER EXPRESSLY DISCLAIMS ANY REPRESENTATIONS AND WARRANTIES OF

ANY KIND OR CHARACTER, EXPRESS OR IMPLIED, STATUTORY, ORAL OR WRITTEN, PAST,

PRESENT OR FUTURE, WITH RESPECT TO THE PROPERTY, INCLUDING ANY REPRESENTATIONS

BY ANY BROKERS OR SALESMEN WITH RESPECT TO THE PROPERTY, INCLUDING BUT NOT

LIMITED TO REPRESENTATIONS AND WARRANTIES AS TO ANY OF THE FOLLOWING MATTERS:

(I) ENVIRONMENTAL MATTERS RELATING TO THE PROPERTY OR ANY PORTION THEREOF; (II)