AMENDED AND RESTATED MASTER PURCHASE AGREEMENTMaster Purchase Agreement • April 10th, 2009 • Wells Timberland REIT, Inc. • Real estate investment trusts • New York
This AMENDED AND RESTATED MASTER PURCHASE AGREEMENT, dated as of April 8, 2009 (including all exhibits and schedules, this “Agreement”), is by and among 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 “2008 Fund”), Wells-DFH Materia GmbH & Co. KG, a German closed end fund that will elect to be treated as partnership for U.S. tax purposes (“Materia”), any other fund that is not a “U.S. person,” as defined under Rule 902(k) of Regulation S under the Securities Act of 1933, as amended, that subsequently executes a joinder to this Agreement substantially in the form attached hereto as Exhibit A (together with Materia, the “Funds”), 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
