0001193125-07-237805 Sample Contracts

ADVISORY AGREEMENT
Advisory Agreement • November 7th, 2007 • Wells Timberland REIT, Inc. • Real estate investment trusts

THIS ADVISORY AGREEMENT (this “AGREEMENT”), dated as of August 11, 2007, (the “EFFECTIVE DATE”), is by and among WELLS TIMBERLAND REIT, INC., a Maryland corporation (the “COMPANY”), WELLS TIMBERLAND OPERATING PARTNERSHIP, L.P., a Delaware limited partnership (the “PARTNERSHIP”), and WELLS TIMBERLAND MANAGEMENT ORGANIZATION, LLC, a Georgia limited liability company (the “ADVISOR”).

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AMENDMENT TO PURCHASE AND SALE AGREEMENT
Purchase and Sale Agreement • November 7th, 2007 • Wells Timberland REIT, Inc. • Real estate investment trusts • Georgia

This Amendment is made and entered into effective as of September 14, 2007 (this “Amendment”) and amends that certain Purchase and Sale Agreement, dated as of August 3, 2007 (the “Agreement”), by and between MeadWestvaco Coated Board, Inc. (“Seller”) and Wells Timberland Acquisition, LLC (“Purchaser”). Capitalized terms used but not defined herein shall have the meanings set forth in the Agreement.

AMENDMENT TO PURCHASE AND SALE AGREEMENT
Purchase and Sale Agreement • November 7th, 2007 • Wells Timberland REIT, Inc. • Real estate investment trusts • Georgia

This Amendment is made and entered into effective as of October 4, 2007 (this “Amendment”) and amends that certain Purchase and Sale Agreement, dated as of August 3, 2007, amended as of September 14, 2007 and further amended as of September 27, 2007 (the “Agreement”), by and between MeadWestvaco Coated Board, Inc. (“Seller”) and Wells Timberland Acquisition, LLC (“Purchaser”). Capitalized terms used but not defined herein shall have the meanings set forth in the Agreement.

AMENDMENT TO PURCHASE AND SALE AGREEMENT
Purchase and Sale Agreement • November 7th, 2007 • Wells Timberland REIT, Inc. • Real estate investment trusts • Georgia

This Amendment is made and entered into effective as of September 27, 2007 (this “Amendment”) and amends that certain Purchase and Sale Agreement, dated as of August 3, 2007 and amended as of September 14, 2007 (the “Agreement”), by and between MeadWestvaco Coated Board, Inc. (“Seller”) and Wells Timberland Acquisition, LLC (“Purchaser”). Capitalized terms used but not defined herein shall have the meanings set forth in the Agreement.

PURCHASE AND SALE AGREEMENT DATED AS OF AUGUST 3, 2007 BETWEEN WELLS TIMBERLAND ACQUISITION, LLC AS PURCHASER AND MEADWESTVACO COATED BOARD, INC. AS SELLER
Purchase and Sale Agreement • November 7th, 2007 • Wells Timberland REIT, Inc. • Real estate investment trusts • Georgia

This PURCHASE AND SALE AGREEMENT (this “Agreement”), entered into this day of August, 2007, by and between MEADWESTVACO COATED BOARD, INC. a Delaware corporation (“Seller”), and WELLS TIMBERLAND ACQUISITION, LLC (hereinafter referred to as “Purchaser” and, collectively with Seller, Purchaser, LLC and Timberlands II, LLC, the “Parties”). Unless otherwise defined herein, capitalized terms shall have the meanings set forth in Article XVII “Definitions”.

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