0001193125-08-150643 Sample Contracts

AMENDED AND RESTATED ADVISORY AGREEMENT
Advisory Agreement • July 15th, 2008 • Wells Timberland REIT, Inc. • Real estate investment trusts

THIS AMENDED AND RESTATED ADVISORY AGREEMENT (this “AGREEMENT”), dated as of July 11, 2008 and effective as of July 11, 2008 (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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MASTER PURCHASE AGREEMENT
Master Purchase Agreement • July 15th, 2008 • Wells Timberland REIT, Inc. • Real estate investment trusts • New York

This MASTER PURCHASE AGREEMENT, dated as of July 11, 2008 (including all exhibits and schedules, this “Agreement”), is by and between Wells-DFH Timberland Nr.88 GmbH & Co. KG, a German closed end fund that will elect to be treated as partnership for U.S. tax purposes (the “Fund”), Deutsche Fonds Holding AG (“DFH”), a corporation organized under the laws of Germany, Wells Timberland Management Organization, LLC, a Georgia limited liability company (“Wells TIMO”) and Wells Timberland REIT, Inc., a corporation organized and existing under the laws of the State of Maryland (the “Company,” and, together with DFH, Wells TIMO and the Fund, the “Parties,” and each a “Party”).

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