PURCHASE AND SALE AGREEMENT

EXHIBIT 10.1

PURCHASE AND SALE AGREEMENT

DATED AS OF AUGUST 3, 2007

BETWEEN

WELLS TIMBERLAND ACQUISITION, LLC

AS PURCHASER

AND

MEADWESTVACO COATED BOARD, INC.

AS SELLER

Table of Contents

i

ii

iii

iv

SCHEDULES AND EXHIBITS

v

PURCHASE AND SALE AGREEMENT

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 ”.

RECITALS

WHEREAS, Seller is the owner or lessee of certain real property which it will contribute, assign, transfer or convey, together with certain other assets and rights under certain continuing leases, contracts and other agreements, to a newly formed single member limited liability company, Timberlands II, LLC, in accordance with the terms and subject to the conditions set forth in this Agreement and the Contribution Agreement (as hereinafter defined); and

WHEREAS, Purchaser wishes to acquire and accept 100% of the outstanding membership interests in Timberlands II, LLC being transferred to it in accordance with the terms and subject to the conditions set forth in this Agreement; and

WHEREAS, as a material inducement to Seller to transfer the Purchased Assets to Timberlands II, LLC and to sell the ownership interests in Timberlands II, LLC, Purchaser has agreed to cause Purchaser, LLC to issue a Timber Note and transfer cash together totaling the amount of the Purchase Price to Seller; and

WHEREAS, Purchaser agrees to acquire the ownership of Timberlands II, LLC, which will own the Purchased Assets in Alabama and Georgia and will enter into the Master Stumpage Agreement at Closing, and, as an inducement to Purchaser to purchase the membership interests in Timberlands II, LLC, Seller has agreed to enter into certain Ancillary Agreements as of the Closing Date.

NOW, THEREFORE, in consideration of the foregoing and their respective representations, warranties, covenants and agreements set forth in this Agreement, and intending to be legally bound hereby, the Parties agree as follows:

ARTICLE I

SALE AND PURCHASE

Section 1.1 Timberlands II, LLC Interests .

Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, Seller hereby agrees to assign, transfer and convey to Purchaser, LLC all of the membership interests outstanding as of the Closing Date in Timberlands II, LLC (collectively, the “ Timberlands II, LLC Interests ”).

1

Section 1.2 Transfer of Purchased Assets .

Upon the terms and subject to the conditions set forth in this Agreement and the Contribution Agreement, prior to the Closing Seller hereby agrees to assign, transfer and convey to Timberlands II, LLC all the rights, title and interests of Seller in and to the following assets (collectively, the “ Purchased Assets ”), and that at the Closing the sole assets of Timberlands II, LLC shall be:

(a) Seller Land . The land owned and held by Seller in fee simple described in Exhibit A and identified therein as Purchased Assets, together with (i) all buildings, structures or other improvements thereon, (ii) all trees and timber lying, growing, standing or located thereon, (iii) roads, bridges, and other improvements and fixtures owned by Seller thereon, if any, and (iv) all other privileges, hereditaments, tenements, appurtenances, easements, rights of way (including the Purchaser Easements in respect thereof) and other rights appertaining thereto, including without limitation, Seller’s interest in and to all development, air and water rights and water stock related to said land and any strips and gores (the “ Seller Land ”), subject to the Permitted Exceptions; provided that Seller reserves for itself and its successors and assigns the easements with respect to the Seller Land described in Exhibit A;

(b) Leasehold Interests . Subject to the provisions of Section 11.11 hereof, the rights of Seller as lessee with respect to the leases, subleases and licenses described in Exhibit B, which are in effect on the Closing Date and identified therein as Leasehold Interests, which relate to the use and occupancy of certain land, including all purchase options, prepaid rents and security deposits relating thereto, together with certain leasehold improvements with respect thereto, subject to the Permitted Exceptions (collectively, the rights, interests and improvements described above, the “ Leasehold Interests ”);

(c) Conveyed Minerals . All owned mineral substances in, on or under Seller Land (the “ Conveyed Minerals ”);

(d) Timberlands II, LLC Purchased Contracts . Subject to the provisions of Section 11.11 hereof, the rights of Seller under the Contracts in effect on the Closing Date that primarily relate to all or any portion of the Seller Land or the forest operations conducted thereon, but excluding the rights of Seller under the Master Stumpage Agreement and Fiber Supply Agreement, and are described in Exhibit C and identified therein as Purchased Assets (collectively, the rights described above, the “ Timberlands II, LLC Purchased Contracts ”);

(e) Timberlands II, LLC Real Property Leases . Subject to the provisions of Section 11.11 hereof, the rights of Seller with respect to any leases in effect on the Closing Date (i) that relate to all or any portion of the Seller Land to which Seller is a lessor and are described in Exhibit D including any leases under which Seller has granted rights to a third party with respect to the Conveyed Minerals or other recreational rights with respect to the Seller Land or (ii) under which Seller is a lessee of facilities related to the forest operations on the Seller Land and are described in Exhibit D (collectively, the leases described above, the “ Timberlands II, LLC Real Property Leases ”); and

2

(f) Personal Property . The personal property listed in Exhibit E attached hereto and hereby made a part hereof, including, without limitation, Seller’s maps (including backup data), books, records, surveys, aerial photos, title policies, deeds, property books, plans, drawings, specifications, renderings, engineering studies, biological studies particular to the Seller Land and Leasehold Property, grading or drainage studies, environmental and hazardous waste studies and reports and related data and materials in Seller’s possession relating to the Seller Land and Leasehold Property (“ Books and Records ”), furniture or office equipment located within any buildings or structures, machinery, equipment, appliances, supplies, tools, and other personal property used by Seller in its operations related to the Seller Land and Leasehold Property, timber inventory, GIS data and software (to the extent assignable and transferable and not including proprietary software) and all licenses, certificates, permits, carbon credits or other similar credits, franchises, approvals, exemptions, and registrations (to the extent assignable and transferable) with respect to the Seller Land and Leasehold Property (collectively, the “ Personal Property ”).

Section 1.3 Permitted Exceptions .

The Purchased Assets shall be assigned, transferred and conveyed to Timberlands II, LLC subject to the following matters (collectively, the “ Permitted Exceptions ”):

(a) Restrictions on the ability of the Purchasing Parties to build upon or use the Purchased Assets imposed by any current or future development standards, building or zoning ordinances or any other Law;

(b) To the extent any of the Seller Land is bounded or traversed by a river, stream, branch or lake:

(i) All rights of flowage of record including the rights of upper and lower riparian owners and the rights of others to navigate such river or stream to the extent it is navigable;

(ii) The right, if any, of neighboring riparian owners and the public or others to use any public waters or the rights, if any, of the public to use the beaches or shores for recreational purposes;

(iii) Any claim of lack of title to the Seller Land formerly or presently comprising the shores or bottom of navigable waters or as a result of the change in the boundary due to accretion or avulsion; and

(iv) Any portion of the Seller Land which is sovereignty lands and other lands which may lie beneath the ordinary high water mark of navigable rivers as established as of the date the state in which such land is located was admitted to the Union of the United States.

(c) To the extent any portion of the Seller Land is bounded or traversed by a public road, the rights of others in and to any portion of the Seller Land that lies within said road;

3

(d) Railroad tracks and related facilities, if any, located on any portion of the Seller Land and related railroad easements or rights of way, if any, traversing the Seller Land and the rights of railroad companies to any tracks, siding, ties and rails associated therewith;

(e) As to the Seller Land, Timberlands II, LLC Real Property Leases and Leasehold Interests, subject to the apportionment provisions of Section 2.4, all ad valorem property Taxes for the Tax period during which the Closing occurs and all subsequent Tax periods, including any additional or supplemental Taxes that may result from a reassessment of the Seller Land, Timberlands II, LLC Real Property Leases or Leasehold Interests after the Closing, and any potential roll-back or greenbelt type Taxes related to any agricultural, forest or open-space exemption which is subject to recapture pursuant to state Laws.

(f) Liens for Taxes not yet due and payable, or being contested in good faith by appropriate proceedings;

(g) All oil, sand, limestone, gas and other minerals as may have been previously reserved by or conveyed to others and any mineral leases concerning the mineral estate of Seller Land;

(h) Rights, if any, relating to the construction and maintenance in connection with any public utility of wires, poles, pipes, conduits and appurtenances thereto, on, under, above or across the Seller Land which would be visible upon an inspection of the Seller Land or would be revealed by an accurate survey of the Seller Land;

(i) The terms and provisions of the Master Stumpage Agreement;

(j) Any claim of lack of access rights to any portion of the Seller Land where Seller has historically enjoyed access;

(k) Any cemeteries or burial grounds; and

(l) Any easements, discrepancies, strips and gores or conflicts in boundary lines, shortages in area, covenants, use restrictions, zoning restrictions, encroachments or any other facts which a current and accurate survey of the Seller Land would disclose.

ARTICLE II

PURCHASE PRICE; PAYMENT

Section 2.1 Purchase Price .

The aggregate purchase price payable by Purchaser, LLC to Seller in consideration for the Timberlands II, LLC Interests shall be Four-Hundred Million and No/100ths ($400,000,000.00) Dollars (the “ Purchase Price ”). The Purchase Price shall be allocated between the Installment Note Assets and the Cash Assets. The purchase price in consideration of the Installment Note Assets shall be Three-Hundred Ninety-Seven Million Nine-Hundred Seventy-Nine Thousand and No/100ths ($397,979,000.00) Dollars (the “ Installment Note Purchase Price ”). The purchase price in consideration of the Cash Assets shall be Two Million and Twenty-One Thousand and

4

No/100ths ($2,021,000.00) Dollars (the “ Cash Purchase Price ”). The Installment Note Purchase Price shall be payable as provided in Section 2.5(a). The Cash Purchase Price shall be payable as provided in Section 2.5(b).

Section 2.2 Cash Assets and Installment Note Assets .

The “ Installment Note Assets ” consist of all the Seller Land and Leasehold Interests. The “ Cash Assets ” consist of the Conveyed Minerals, the Timberlands II, LLC Purchased Contracts, the Timberlands II, LLC Real Property Leases, Personal Property and any other Purchased Assets that are not Installment Note Assets.

Section 2.3 Allocation of Purchase Price .

The Installment Note Purchase Price shall be allocated in its entirety to the Installment Note Assets. The Installment Note Purchase Price shall be allocated among the Installment Note Assets as of the Closing Date, and the Cash Purchase Price shall be allocated among the Cash Assets as of the Closing Date, all in accordance with a schedule to be prepared by Seller, subject to the consent of Purchaser and Purchaser, LLC, which shall not be unreasonably withheld, conditioned or delayed, using the allocation method provided by Section 1060 of the Code and the regulations thereunder. The Parties shall cooperate to comply with all substantive and procedural requirements of Section 1060 of the Code and the regulations thereunder. Purchaser and Seller agree that they will not take nor will they permit any Affiliate to take, for Income Tax purposes, any position inconsistent with such allocation; provided , however , that (i) Purchaser’s cost may differ from the total amount allocated hereunder to reflect the inclusion in the total cost of items (for example, capitalized acquisition costs) not included in the total amount so allocated, and (ii) the amount realized by Seller may differ from the amount allocated to reflect transaction costs that reduce the amount realized for federal Income Tax purposes.

Section 2.4 Apportionments .

Except as provided in Section 3.4, the following shall be apportioned between the Purchasing Parties, on the one hand, and Seller, on the other hand, on and as of the Closing Date (on a per diem basis): (i) rents due from Seller under the Leasehold Interests and Timberlands II, LLC Real Property Leases; (ii) real property Taxes and assessments imposed on a periodic basis in respect of the Purchased Assets, in each case, with respect to the Tax period in which the Closing Date occurs; (iii) rents paid under and other revenue from the Timberlands II, LLC Real Property Leases, including hunting and other recreational lease revenue; (iv) payments, applying to the period beginning on the Closing Date, made by Seller in respect of any Leasehold Interests, Timberlands II, LLC Real Property Leases or Timberlands II, LLC Purchased Contracts; and (v) any credit for timber harvested to which Purchaser is entitled in accordance with this Section 2.4 (collectively, “ Apportionments ”). For timber that is harvested and delivered prior to Closing pursuant to the harvest plan attached hereto as Exhibit F (the “ Harvest Plan ”), all revenue therefrom shall go to Seller. Purchaser shall receive a credit against the Cash Purchase Price for all timber which is harvested and delivered prior to Closing and not included in the attached Harvest Plan equal to the sum of the products of the volume of timber harvested (as determined by load and scale tickets for each load of timber harvested) in each product class included in the Fiber Supply Agreement (each a “ Product Class ”) multiplied by the applicable initial unit price for such Product

5

Class in the Fiber Supply Agreement. Within thirty (30) days following the Closing Date, Seller shall deliver to Purchaser a report certifying the total volume of additional timber per Product Class harvested prior to the Closing Date, which volumes were not included in the credit to the Purchase Price received by Purchaser at Closing, and the Purchase Price shall be further adjusted by an amount equal to the sum of the products of the additional volume of timber harvested (as determined by load and scale tickets for each load of timber harvested) in each Product Class prior to Closing multiplied by the applicable initial unit price for such Product Class in the Fiber Supply Agreement less any revenue actually received by Purchaser or Timberlands II, LLC for such timber under the any of the Timberlands II, LLC Purchased Contracts by payment by Seller of such amount in cash by wire transfer of immediately available funds to the bank or bank accounts designated by Purchaser. For timber that is harvested and delivered after Closing, whether pursuant to the Harvest Plan or not, all revenue therefrom shall go to Purchaser. Not later than five days prior to the Closing Date, Seller and Purchaser shall determine the Apportionments, and the Installment Note Purchase Price shall be increased or reduced, as applicable (in the form of an increase or reduction of the aggregate principal amount of the Timber Note), by the aggregate amount of such Apportionments relating to the Installment Note Assets, and the Cash Purchase Price shall be increased or reduced, as applicable, by the aggregate amount of such Apportionments relating to the Cash Assets. If the Closing Date occurs before the applicable Tax is assessed for the applicable Tax period, then real property Taxes and assessments imposed on a periodic basis shall be apportioned on the basis of the Tax assessed for the immediately preceding Tax period. Seller and Purchaser agree to furnish each other with such documents and other records as may be reasonably requested in order to confirm all Apportionment calculations made pursuant to this Section 2.4. Notwithstanding anything to the contrary contained herein, Seller shall be responsible for (i) any fines, penalties or other assessments imposed as a result of Seller’s failure to pay any Taxes due and payable prior to the Closing Date and (ii) any roll-back or greenbelt type Taxes related to any agricultural, forest or open-space exemption which is subject to recapture pursuant to state Laws (collectively, hereinafter “ Roll-back Taxes ”), but only to the extent that any such Roll-back Taxes relate to a pre-acquisition Tax period and result from (A) any failure by Seller to take actions required to avoid such Roll-back Taxes, prior to the transactions contemplated by this Agreement, (B) actions taken by Seller prior to Closing which result in the removal of any of the Purchased Assets from their current classification or any program or special exemption available under state Laws, (C) the change in use by Seller of any of the Purchased Assets prior to the transactions contemplated by this Agreement or (D) as a result of the consummation of the transfer of the Purchased Assets to Timberlands II, LLC described in Section 1.2. Purchaser shall otherwise be responsible for any Roll-back Taxes. Seller’s obligations with regard to Roll-back Taxes in this Section 2.4 shall survive Closing. If Purchaser and Seller cannot agree as to Apportionments, the dispute will be resolved pursuant to Section 10.5.

Section 2.5 Payment of Purchase Price .

At the Closing, the Purchase Price shall be payable as follows:

(a) At the Closing, the Installment Note Purchase Price shall be payable by Purchaser, LLC to Seller or to those parties designated in writing by Seller, in the form of an installment note issued by Purchaser, LLC (substantially in the form of Exhibit G with only the changes necessary to complete missing information or as agreed upon by the parties) in an aggregate principal amount equal to the Installment Note Purchase Price, on terms and conditions that are consistent with the

6

Timber Note Indicative Terms (a “ Timber Note ”). The Timber Note shall be fully secured by an irrevocable standby letter of credit in form and substance reasonably satisfactory to Seller, issued by a Credit Enhancement Bank selected with the prior written consent of Seller, on terms and conditions that are consistent with the Timber Note Indicative Terms (a “ Letter of Credit ”). The Purchasing Parties will be solely responsible for all fees and expenses associated with the Letter of Credit with respect to the Initial Term. Seller will be solely responsible for all fees and expenses associated with the Letter of Credit for any Extension Period. It is the intention of the Parties that the Installment Note Purchase Price (in the form of the Timber Note) shall be paid solely in consideration for the sale of the Installment Note Assets.

(b) At the Closing, the Cash Purchase Price shall be payable by Purchaser, LLC to Seller or to those parties designated in writing by Seller, in the form of cash by wire transfer of immediately available funds to the bank account or accounts designated by Seller.

Section 2.6 Earnest Money .

Within three (3) business days after date of this Agreement, Purchaser, LLC shall deliver to Title Company, as escrow agent hereunder (in such capacity Title Company shall be hereinafter referred to as “ Escrow Agent ”), an earnest money deposit (hereinafter referred to as the “ Earnest Money ”) in the amount of Five Million and No/100ths ($5,000,000.00) Dollars, payable to the order of Escrow Agent, and Escrow Agent agrees to hold and disburse the Earnest Money in an interest bearing account for the benefit of the Party who is entitled to disbursement of the Earnest Money under this Agreement and in accordance with the terms hereof. The Earnest Money, and all interest thereon, shall be applied toward the Cash Purchase Price at Closing.

ARTICLE III

CLOSING

Section 3.1 Closing .

The closing of the transactions contemplated by this Agreement (the “ Closing ”) shall take place, subject to the satisfaction, or waiver by the Party or Parties entitled to the benefit thereof, of the conditions set forth in Article XIII, at such place as mutually agreed upon by the Parties at 9:00 a.m., Eastern Daylight Savings Time, on the later of (i) September 6, 2007 or (ii) subject to the provisions of Section 15.1(b) hereof, the date upon which all of the conditions set forth in Article XIII shall have been satisfied, or waived by the Party or Parties entitled to the benefit thereof (other than those conditions that by their nature are to be satisfied at the Closing) but in no event later than the Termination Date (the “ Closing Date ”). Except as specifically provided herein, time is of the essence for this Agreement for all purposes.

Section 3.2 Closing Deliveries .

(a) Closing Deliveries by Seller . Seller shall deliver the following items to Purchaser at the Closing:

(i) the Contribution Agreement;

7

(ii) a certificate from a duly authorized officer of Seller attesting to the matters set forth in Sections 13.2(b), 13.2(c) and 13.2(e);

(iii) duly executed counterparts of the assignment and assumption agreement under which, immediately prior to the Closing, Seller assigned and Timberlands II, LLC assumed all of Seller’s right, title and interest in and to the Timberlands II, LLC Purchased Contracts, in a form mutually agreed upon by Seller and Purchaser within 15 days after the date of this Agreement (the “ Assignment and Assumption of Purchased Contracts ”);

(iv) duly executed counterparts of the assignment and assumption agreement under which, immediately prior to the Closing, Seller assigned and Timberlands II, LLC assumed all of Seller’s right, title and interest in and to the Leasehold Interests, in a form mutually agreed upon by Seller and Purchaser within 15 days after the date of this Agreement (the “ Assignment and Assumption of Leasehold Interests ”);

(v) duly executed counterparts of the assignment and assumption agreement under which, immediately prior to the Closing, Seller assigned and Timberlands II, LLC assumed all of Seller’s right, title and interest in and to the Timberlands II, LLC Real Property Leases being conveyed to it, in each case in a form mutually agreed upon by Seller and Purchaser within 15 days after the date of this Agreement (the “ Assignment and Assumption of Real Property Leases ”);

(vi) one limited or special warranty deed per county (or its local equivalent) warranting only against parties claiming by, through or under Seller in recordable form and subject only to the Permitted Exceptions and in a form for each state in which the Seller Land is located mutually agreed upon by Seller and Purchaser within 15 days after the date of this Agreement;

(vii) one quitclaim deed per county (or its local equivalent), in recordable and mutually agreeable form for each state in which the Seller Land is located, to the Conveyed Minerals in respect of Seller Land by Seller to the Timberlands II, LLC to whom the Seller Land is being conveyed (the deeds contemplated by this subparagraph and subparagraph (vi) above are referred to in this Agreement as the “ Deeds ”);

(viii) duly executed counterparts of the Master Stumpage Agreement in a form mutually agreed upon by Seller and Purchaser within 15 days after the date of this Agreement (the “ Master Stumpage Agreement ”);

(ix) duly executed counterparts of the Fiber Supply Agreement in a form mutually agreed upon by Seller and Purchaser within 15 days after the date of this Agreement (the “ Fiber Supply Agreement ”);

(x) an affidavit stating the taxpayer identification number of Seller and that Seller is not a “foreign person” for purposes of Section 1445 of the Code and the regulations thereunder;

(xi) a duly executed counterpart of an assignment agreement transferring to Purchaser, LLC the Timberlands II, LLC Interests being conveyed to Purchaser, LLC in a form mutually agreed upon by Seller and Purchaser within 15 days after the date of this Agreement (the “ Assignment of Timberlands II, LLC Interests ”);

8

(xii) affidavits reasonably required by the Title Company (as hereinafter defined), including without limitation, any affidavits necessary for Title Company to include the “non-imputation” endorsement described in Section 11.4(a) of this Agreement in the Title Policies, but only to the extent the same are consistent with Seller’s limited warranty of title to be provided in the Deeds;

(xiii) duly executed landlord estoppel certificates substantially in the form of Exhibit I attached hereto (the “ Landlord Estoppels ”) from at least 75% (based on number of acres) of the landlords or lessors under the Underlying Leases;

(xiv) one or more Purchaser Easements, each in a form and upon such terms to which Purchaser and Seller agree pursuant to Section 11.3 of this Agreement;

(xv) a closing statement showing the agreed upon Apportionments and costs and expenses to be paid at Closing by Seller and Purchaser respectively (the “ Closing Statement ”); and

(xvi) such further assignments, certificates of title and other instruments of assignment and conveyance, all in form reasonably satisfactory to Purchaser, as are necessary to convey fully and effectively to Timberlands II, LLC the Purchased Assets and the membership interests in and to Timberlands II, LLC to Purchaser, LLC in accordance with the terms hereof.

(b) Closing Deliveries by Purchaser . At the Closing, Purchaser shall deliver or cause the following items to be delivered to Seller:

(i) the Timber Note issued by Purchaser, LLC in respect of the Installment Note Purchase Price;

(ii) the cash wire transfer in respect of the Cash Purchase Price;

(iii) the Letter of Credit securing the Timber Note issued by Purchaser, LLC in respect of the Installment Note Purchase Price;

(iv) certificates of a duly authorized officer of the Purchasing Parties attesting to the matters set forth in Sections 13.3(b) and 13.3(c);

(v) duly executed counterparts of the Assignment of Timberlands II, LLC Interests;

(vi) duly executed counterparts of the Closing Statement;

(vii) a legal opinion that if Purchaser, Timberlands II, LLC or any Affiliate of such Party were to become a debtor in a case under Title 11 of the United States Code, the bankruptcy court would not order the substantive consolidation of the assets and liabilities of Purchaser, LLC with those of such Person; and

9

(viii) such further assignments, certificates of title and other instruments of assumption, all in form reasonably satisfactory to Seller, as are necessary to convey fully and effectively to Timberlands II, LLC the Purchased Assets and the membership interests in and to Timberlands II, LLC to Purchaser, LLC.

(c) Deliveries by Timberlands II, LLC . Immediately prior to the Closing, Seller shall cause Timberlands II, LLC to deliver to Seller:

(i) duly executed counterparts of the Assignment and Assumption of Purchased Contracts, the Assignment and Assumption of Leasehold Interest and the Assignment and Assumption of Real Property Leases, whereby Timberlands II, LLC agrees to assume subject to the Assumed Liabilities as defined in the Contribution Agreement;

(ii) duly executed counterparts of the Master Stumpage Agreement and Fiber Supply Agreement;

(iii) one or more Reserved Easements, each in a form and upon such terms to which Purchaser and Seller agree pursuant to Section 11.3 of this Agreement; and

(iv) any other conveyance documents described in Section 3.2(a) to which Timberlands II, LLC will be a party.

(d) Other Closing Deliveries . The Parties shall each execute and deliver (and, prior to the Closing, Seller shall cause Timberlands II, LLC to execute and deliver, and, from and after Closing, Purchaser and Purchaser, LLC shall cause Timberlands II, LLC to execute and deliver) such other and further certificates, assurances and documents as may reasonably be required by the other Parties in connection with the consummation of the transaction contemplated by this Agreement.

Section 3.3 Possession .

Possession of the Seller Land, the Leasehold Property and Conveyed Minerals shall be delivered to Timberlands II, LLC immediately prior to Closing, subject to the Permitted Exceptions.

Section 3.4 Costs and Expenses .

Each Party shall be responsible for its own attorneys’ fees and expenses. Seller shall prepare the Deeds at Seller’s expense. Purchaser shall pay all recording fees and costs associated with filing any documents, including the Deeds. Purchaser shall be responsible for premiums payable in connection with the issuance of the final Title Policies. Seller shall be responsible for the cost of any title search and examination fees or other costs incurred in connection with the preparation and delivery of the Title Commitments for the Seller Land. Purchaser, on the one hand, and Seller, on the other, shall each be responsible for fifty percent (50%) of the cost of any title search and examination fees or other costs incurred in connection with the preparation and delivery

10

of the Title Commitments for the Leasehold Interests. Subject to the provisions of Section 2.4 hereof, Purchaser shall be responsible for any recapture, reassessment, Roll-back Taxes or changes in Tax assessments in respect of the Purchased Assets that may become due and payable after the Closing caused by any action or inaction of any Purchasing Party after the Closing with respect to the removal of the Purchased Assets from their present classifications, or changes in use after the Closing. The real estate transfer tax payable pursuant to O.C.G.A. § 48-6-1 and the recordation tax payable pursuant to ALA. CODE § 40-22-1 (1975) arising in connection with the transactions contemplated by this Agreement (collectively, “ Transfer Taxes ”) shall be paid fifty percent (50%) by Seller and fifty percent (50%) by Purchaser. Seller shall timely prepare and file Tax Returns in respect of such Transfer Taxes with the applicable Tax Authority. Subject to the terms and conditions of Section 10.5, the Parties shall split the costs incurred by the Parties with respect to any dispute resolution conducted pursuant to Section 10.5 hereof equally. Seller and Purchaser shall each pay fifty percent (50%) of any filing fees incurred with respect to all filings made under the HSR Act (to the extent such filing is necessary) in connection with this Agreement. All other costs shall be paid by the Party incurring such costs.

ARTICLE IV

PURCHASER’S ACKNOWLEDGEMENTS

Section 4.1 Purchaser’s Acknowledgements .

(a) Purchaser, on behalf of itself, on behalf of Purchaser, LLC and on behalf of Timberlands II, LLC, upon and after the Closing Date, acknowledges that, except as is otherwise specifically set forth herein or in the certificate, agreements and other documents delivered at Closing pursuant to Sections 3.2(a)(ii), (vi), (vii), (x) and (xii), Seller has not made, or authorized anyone else to make, any representations, warranties or promises of any kind, including as to: (i) the existence or non-existence of access to or from the Seller Land or Leasehold Interests, or any portion thereof; (ii) the location of the Seller Land or Leasehold Interests or any portion thereof within any flood plain, flood prone area, watershed or the designation of any portion thereof as “wetlands”; (iii) the availability of water, sewer, electrical, gas or other utility services at or on the Seller Land or Leasehold Interests; (iv) the number of acres or square footage in the Seller Land or Leasehold Interests; (v) the present or future physical condition or suitability of the Seller Land or Leasehold Interests for any purpose; (vi) the actual amount and type of timber on the Seller Land or Leasehold Interests; or (vii) any other matter or thing affecting or relating to the Purchased Assets or this Agreement.

(b) Purchaser, on behalf of itself, on behalf of Purchaser, LLC and on behalf of Timberlands II, LLC upon and after the Closing Date acknowledges that (i) Seller has not obtained mineral title searches and will not provide a title commitment for the Conveyed Minerals; and (ii) it will be Purchaser’s responsibility, at Purchaser’s cost, if Purchaser desires, to confirm the exact Conveyed Minerals interest and title being conveyed.

(c) PURCHASER, ON BEHALF OF ITSELF, ON BEHALF OF PURCHASER, LLC AND ON BEHALF OF TIMBERLANDS II, LLC, UPON AND AFTER THE CLOSING DATE, ACKNOWLEDGES THAT, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES SET FORTH IN ARTICLES V, VI, VII AND VIII OF THIS AGREEMENT, IN ARTICLES VI

11

AND VII OF THE CONTRIBUTION AGREEMENT, IN THE CERTIFICATES DELIVERED BY SELLER AT THE CLOSING PURSUANT TO SECTION 3.2(A)(II) IN THE DEEDS DELIVERED BY SELLER PURSUANT TO SECTIONS 3.2(A)(VI) AND 3.2(A)(VII) AND IN ANY AFFIDAVITS DELIVERED PURSUANT TO SECTION 3.2(A)(XII): (I) NO REPRESENTATIONS, WARRANTIES OR PROMISES, EXPRESS OR IMPLIED, HAVE BEEN OR ARE BEING MADE BY OR ON BEHALF OF SELLER OR ANY OTHER PERSON, INCLUDING WITH RESPECT TO THE CONDITION OR VALUE OF THE PURCHASED ASSETS AND SELLER HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES RELATING TO THE PURCHASED ASSETS, EITHER EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND SUITABILITY FOR ITS INTENDED USE, AND (II) IN ENTERING INTO THIS AGREEMENT, PURCHASER HAS NOT RELIED ON OR DOES NOT RELY ON ANY SUCH REPRESENTATIONS, WARRANTIES OR PROMISES, EXPRESS OR IMPLIED, BY OR ON BEHALF OF SELLER OR ANY OTHER PERSON. PURCHASER, PURCHASER, LLC AND TIMBERLANDS II, LLC, SHALL TAKE THE PURCHASED ASSETS IN “AS IS, WHERE IS, AND WITH ALL FAULTS” CONDITION ON THE CLOSING DATE, EXCEPT AS OTHERWISE PROVIDED IN THIS AGREEMENT OR THE CONTRIBUTION AGREEMENT.

UPON THE CLOSING, PURCHASER, PURCHASER, LLC AND TIMBERLANDS II, LLC SHALL ASSUME THE RISK THAT ADVERSE MATTERS MAY NOT HAVE BEEN REVEALED BY SELLER’S OR PURCHASER’S INVESTIGATIONS, AND, UPON THE CLOSING, PURCHASER, PURCHASER, LLC AND TIMBERLANDS II, LLC SHALL BE DEEMED TO HAVE WAIVED, RELINQUISHED AND RELEASED SELLER FROM AND AGAINST ANY AND ALL CLAIMS, DEMANDS, CAUSES OF ACTION (INCLUDING CAUSES OF ACTION IN TORT), LOSSES, DAMAGES, LIABILITIES, COSTS AND EXPENSES (INCLUDING ATTORNEYS’ FEES AND COURT COSTS) OF ANY AND EVERY KIND OR CHARACTER, KNOWN OR UNKNOWN, WHICH PURCHASER, PURCHASER, LLC OR TIMBERLANDS II, LLC MIGHT HAVE ASSERTED OR ALLEGED AGAINST SELLER AT ANY TIME BY REASON OF OR ARISING OUT OF PHYSICAL CONDITIONS, VIOLATIONS OF ANY APPLICABLE LAWS (INCLUDING ANY ENVIRONMENTAL LAWS) AND ANY AND ALL OTHER ACTS, OMISSIONS, EVENTS, CIRCUMSTANCES OR MATTERS REGARDING THE SELLER LAND OR LEASEHOLD INTERESTS, EXCEPT FOR ANY CLAIMS PURCHASER, PURCHASER, LLC OR TIMBERLANDS II, LLC MAY HAVE AGAINST SELLER FOR THE BREACH OF ANY REPRESENTATION OR WARRANTY MADE BY SELLER UNDER ARTICLES V, VI, VII OR VIII OF THIS AGREEMENT OR IN ARTICLES VI AND VII OF THE CONTRIBUTION AGREEMENT OR FOR ANY ENVIRONMENTAL CLAIMS WHICH ARE BROUGHT BY PURCHASER IN ACCORDANCE WITH THE TERMS AND CONDITIONS OF SECTIONS 14.3 OR 14.4 OR SECTIONS 9.2 OR 9.3 OF THE CONTRIBUTION AGREEMENT RESPECTIVELY OR THE DEFAULT BY SELLER IN THE PERFORMANCE OF ANY OF SELLER’S OBLIGATIONS UNDER THIS AGREEMENT OR THE CONTRIBUTION AGREEMENT WHICH CLAIMS PURCHASER, PURCHASER, LLC AND TIMBERLANDS II, LLC DO NOT WAIVE.

(d) The Purchasing Parties acknowledge that any materials provided to the Purchasing Parties, including any cost or other estimates, projections, acreage, and timber information, the Confidential Information Memorandum dated February 2007, the management presentations and the materials and information provided on data disks or in the data room, are not and shall not be deemed representations or warranties by or on behalf of Seller or any other Person and are not to be relied upon by the Purchasing Parties.

12

ARTICLE V

REPRESENTATIONS AND WARRANTIES OF SELLER

Except as otherwise disclosed to Purchaser in the disclosure letter (the “ Seller’s Disclosure Letter ”) delivered to Purchaser by Seller on the date hereof (except for those sections of Seller’s Disclosure Letter that contemplate delivery on a date other than the date hereof), Seller represents and warrants to Purchaser, Purchaser LLC and Timberlands II, LLC, as of the date hereof and as of the Closing Date, as follows:

Section 5.1 Organization .

Seller is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to: (i) own, lease and operate its properties and assets and to carry on its business as now being conducted; (ii) execute this Agreement and all other agreements, instruments and documents to be executed in connection with the consummation of the transactions contemplated by this Agreement (the “ Ancillary Agreements ”) and (iii) perform its obligations and consummate the transactions contemplated hereby and by the Ancillary Agreements.

Section 5.2 Qualification .

Seller is qualified or registered as a foreign corporation for the transaction of business and is in good standing under the laws of the states of Alabama and Georgia.

Section 5.3 Authority .

The execution, delivery and performance of this Agreement and the consummation of transactions contemplated hereby have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of Seller are necessary for it to authorize this Agreement or to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement and the consummation of transactions contemplated hereby have been duly and validly authorized by all necessary corporate, limited liability company or partnership action, as the case may be, and no other corporate, limited liability company or partnership proceedings, as the case may be, on the part of Seller are necessary for Seller to authorize this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Seller and, assuming due authorization, execution and delivery by Purchaser, is a legal, valid and binding obligation of Seller, enforceable against Seller in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and to general equity principles.

13

Section 5.4 No Conflict .

None of the execution, delivery or performance of this Agreement by Seller will result in a breach or violation of, or default under, (i) the terms, conditions or provisions of Seller’s articles of incorporation, bylaws or any standing resolution of its board of directors or any organizational document of Seller; (ii) any material Contract to which Seller is a party or by which Seller or any of the assets of Seller may be bound; (iii) any Law applicable to Seller or any of its assets; or (iv) any permit, license, order, judgment or decree of any Governmental Authority by which Seller or the assets of Seller is or may be bound.

Section 5.5 Consents and Approvals .

There are no approvals, consents or registration requirements with respect to any Governmental Authority or any other Person that are or will be necessary for the valid execution and delivery by Seller of this Agreement and the Ancillary Agreements, or the consummation of the transactions contemplated hereby and thereby, other than (i) those described in Section 5.5 of Seller’s Disclosure Letter and (ii) those which (a) have been obtained, (b) are of a routine nature and not customarily obtained or made prior to execution of purchase and sale agreements in transactions similar in nature to those contemplated hereby or (c) may be required under the HSR Act.

Section 5.6 Litigation .

(a) Except as set forth in Section 5.6(a) of Seller’s Disclosure Letter, as of the date hereof, there are no written Claims which either (i) seek to restrain or enjoin the execution and delivery of this Agreement or any Ancillary Agreement or the consummation of any of the transactions contemplated hereby or thereby or (ii) to the best of Seller’s Knowledge, affect or relate to any of the Purchased Assets.

(b) As of the date hereof, there are no judgments or outstanding orders, injunctions, decrees, stipulations or awards (whether rendered by a Governmental Authority or by an arbitrator) against Seller (or affecting any of its assets, including the Seller Land or Leasehold Interests) which prohibit or restrict or could reasonably be expected to result in any material delay of the consummation of the transactions contemplated by this Agreement or the Ancillary Agreements.

Section 5.7 Taxes .

There are no material Liens or other encumbrances, other than Permitted Exceptions, on any of the Purchased Assets that arose in connection with any failure or alleged failure by Seller to pay any material Tax. All material Taxes related to the Purchased Assets required to be withheld and paid have been withheld and have been paid, except for any Taxes being contested in good faith or listed in Section 5.7 of Seller’s Disclosure Letter.

Section 5.8 Contracts .

(a) Section 5.8(a) of Seller’s Disclosure Letter contains an accurate and complete list, and Seller has made available to Purchaser true, accurate and complete copies, of each Timberlands II, LLC Purchased Contract that is in effect on the date of this Agreement.

14

(b) Except as provided in Section 5.8(b) of Seller’s Disclosure Letter, (i) each such Timberlands II, LLC Purchased Contract is legal, valid, binding, enforceable and in full force and effect; (ii) the transactions contemplated by this Agreement or the Ancillary Agreements will not result in a breach or default under any such Timberlands II, LLC Purchased Contract, or otherwise cause any such Timberlands II, LLC Purchased Contract to cease to be legal, valid, binding, enforceable and in full force and effect on identical terms following the Closing; (iii) neither Seller, nor to Seller’s Knowledge, any other party to any such Timberlands II, LLC Purchased Contract is in breach or default under such Timberlands II, LLC Purchased Contract; and (iv) no event has occurred or failed to occur or circumstances exist which, with the delivery of notice, the passage of time or both, would constitute a breach or default under any such Timberlands II, LLC Purchased Contract.

Section 5.9 Membership Interests .

Immediately prior to the Closing Date, Seller will own of record and beneficially all of the Timberlands II, LLC Interests and, immediately after the Closing, Purchaser, LLC will own of record and beneficially all of the Timberlands II, LLC Interests.

Section 5.10 Securities Laws Registration Requirements Exemptions .

Seller understands that the Timber Note is not and will not be registered under the Securities Act of 1933, as amended, or any state securities laws; the Timber Note is being issued to Seller in reliance upon federal and state exemptions for transactions not involving a public offering; and Seller is acquiring the Timber Note solely for its own account and not with a view to the distribution thereof.

ARTICLE VI

REPRESENTATIONS AND WARRANTIES

OF SELLER RELATED TO TIMBERLANDS II, LLC

Except as otherwise disclosed to Purchaser in Seller’s Disclosure Letter delivered to Purchaser by Seller on the date hereof (except for those sections of Seller’s Disclosure Letter that contemplate delivery on a date other than the date hereof), Seller represents and warrants to Purchaser, Purchaser LLC and Timberlands II, LLC, as of the Closing Date, as follows:

Section 6.1 Organization and Good Standing .

At Closing, Timberlands II, LLC will be a limited liability company duly formed and organized, validly existing and in good standing under the laws of the State of Delaware and Seller will provide true, correct and complete copies of the certificate of formation and the limited liability company agreement of Timberlands II, LLC. At Closing, Timberlands II, LLC will be qualified to conduct business and will be in good standing in the States of Georgia and Alabama.

15

Section 6.2 Noncontravention .

Neither the execution and delivery of this Agreement by Seller nor the consummation of the transactions contemplated herein will constitute a violation of the certificate of formation, limited liability company agreement, or other organizational agreements of Timberlands II, LLC, or will result in the breach of, or the imposition of any lien on any assets of Timberlands II, LLC pursuant to, or constitute a default under, any indenture or bank loan or credit agreement or other agreement to which Timberlands II, LLC will be a party at Closing or by which any of the Purchased Assets may be bound or affected. Except for any consents, releases, approvals or authorizations that will have been obtained on or prior to the Closing Date, no consent, approval, authorization or action by any governmental authority or any person or entity having legal rights against or jurisdiction over Timberlands II, LLC will be required in connection with the execution and delivery by Seller of this Agreement or for consummation of the transactions contemplated herein.

Section 6.3 Taxes .

As a newly-formed entity at Closing, (i) Timberlands II, LLC will not have been required to file any Tax Returns and no material Taxes will have become due and payable, (ii) Timberlands II, LLC will not have been required to withhold or pay any Taxes as no amounts will have been paid or owing to any employee, independent contractor, or other third party, and no Forms W-2 or 1099 will have been required with respect thereto, and (iii) there will be no pending dispute with any Governmental Authority over the liability of Timberlands II, LLC for Taxes. Seller has not made any election nor taken any action that would cause Timberlands II, LLC to be taxable as a corporation for U.S. federal Income Tax purposes.

Section 6.4 Operations History .

Immediately prior to the Closing, Timberlands II, LLC will not have conducted any operations other than acquiring the Purchased Assets, will not have had any employees and will have no liabilities prior to acquiring the Purchased Assets. The only liabilities of Timberlands II, LLC at Closing will be the “Assumed Liabilities” as defined in the Contribution Agreement. Upon delivery by Seller of the Assignment of Timberlands II, LLC Interests to Purchaser pursuant to Section 3.2(a)(xi) herein, the obligations of Seller under the Contribution Agreement shall be no less or greater than the obligations set forth in this Agreement.

ARTICLE VII

REPRESENTATIONS AND WARRANTIES

OF SELLER RELATED TO THE SELLER LAND

Except as otherwise disclosed to Purchaser in Seller’s Disclosure Letter delivered to Purchaser by Seller on the date hereof (except for those sections of Seller’s Disclosure Letter that contemplate delivery on a date other than the date hereof), Seller represents and warrants to Purchaser, Purchaser LLC and Timberlands II, LLC, as of the date hereof and as of the Closing Date, as follows:

16

Section 7.1 Title to the Seller Land .

Except as disclosed in the Title Commitments, Seller owns and, as of the Closing, Timberlands II, LLC will own fee simple title to the Seller Land, free and clear of all Liens, but subject to the Permitted Exceptions.

Section 7.2 Compliance with Laws .

(a) Seller holds all licenses, certificates, permits, franchises, approvals, exemptions, registrations and rights of any Governmental Authority which are necessary to conduct timber management and harvesting operations on the Seller Land.

(b) Seller presently is operating the Seller Land in substantial compliance with (i) applicable Laws, other than Environmental Laws which are covered by Sections 7.3 and 8.4; (ii) in conformity with the guidelines of the Sustainable Forestry Initiative Program (“ SFI ”); and (iii) applicable state forestry Best Management Practices.

(c) Except as disclosed in Section 7.2(c) of Seller’s Disclosure Letter, Seller has not received written notification from any Governmental Authority during the last three (3) years alleging that either the Seller Land, or any portion thereof is not in compliance with applicable Laws. To Seller’s Knowledge, except as disclosed in Section 7.2(c) of Seller’s Disclosure Letter, Seller has not received written notification from any Governmental Authority during the last five (5) years alleging that either the Seller Land, or any portion thereof is not in compliance with applicable Laws. To Seller’s Knowledge and except as disclosed in Section 7.2(c) of Seller’s Disclosure Letter, there are no violations on the Seller Land, or any portion thereof.

Section 7.3 Matters Relating to the Environmental Condition of the Seller Land .

(a) Seller has provided a true and correct copy of each of the Phase I Reports on Seller Land and any other document relating in any way to Hazardous Substances or Remediation in, at, on or about the Seller Land (the “ Environmental Reports ”) as described in Exhibit H attached hereto, to Purchaser upon the following terms and conditions: (i) the Environmental Reports are provided for informational purposes only, without any representation or warranty by or on behalf of any of Seller as to the accuracy or completeness of the information contained therein; (ii) the Environmental Reports are subject to the terms and conditions of the Confidentiality Agreement; and (iii) no information contained in the Environmental Reports shall be deemed to obligate Seller to take any action, including action to investigate, correct, remediate or address any condition described in the Environmental Reports. Purchaser acknowledges receipt of the Environmental Reports and accepts delivery of such Environmental Reports upon the terms and conditions set forth herein.

(b) Except as set forth in the Environmental Reports, (i) to Seller’s Environmental Knowledge, there is no condition or matter existing on the Seller Land that constitutes a violation of, or creates an obligation under, any applicable Environmental Law or Environmental Permit; (ii) to Seller’s Environmental Knowledge, Seller is operating the Seller Land in compliance with all applicable Environmental Laws and the requirements of all applicable Environmental Permits; (iii) to Seller’s Environmental Knowledge, Seller has not received any written notice of any violation of, obligation under, or liability or clean-up or Remediation required under, any

17

Environmental Law in connection with Seller’s operations on the Purchased Assets during the past five (5) years; (iv) there are and have been no writs, injunctions, decrees, orders or judgments outstanding or any actions, suits, proceedings or investigations pending or threatened in writing relating to Seller’s compliance with or liability under any Environmental Law or Environmental Permit affecting the Purchased Assets, (v) to Seller’s Environmental Knowledge, no portion of the Seller Land has been used by Seller for the Disposal, Release or deposit of any Hazardous Substances or fill (or other material) containing Hazardous Substances in violation of levels allowed under applicable Environmental Laws; and (vi) to Seller’s Environmental Knowledge, there are and have been no Releases of Hazardous Substances from any underground storage tanks on the Seller Land; and (vii) to Seller’s Environmental Knowledge, there are no above-ground or underground storage tanks, whether in use or closed, in, at, on or under the Seller Land.

Section 7.4 Condemnations .

Except as described in Section 7.4 of Seller’s Disclosure Letter, there are no Condemnations and no Condemnations have been concluded between January 1, 2007 and the date hereof with respect to the Seller Land.

Section 7.5 Timberlands II, LLC Real Property Leases .

Except as described in Section 7.5 of Seller’s Disclosure Letter, with respect to each Timberlands II, LLC Real Property Lease: (i) such Timberlands II, LLC Real Property Lease is legal, valid, binding, enforceable and in full force and effect; (ii) the transactions contemplated by this Agreement or the Ancillary Agreements will not result in a breach or default under such Timberlands II, LLC Real Property Lease, or otherwise cause such Timberlands II, LLC Real Property Lease to cease to be legal, valid, binding, enforceable and in full force and effect on identical terms following the Closing; (iii) neither Seller, nor to Seller’s Knowledge, any other party to such Timberlands II, LLC Real Property Lease is in breach or default under such Timberlands II, LLC Real Property Lease; and (iv) no event has occurred or failed to occur or circumstances exist which, with the delivery of notice, the passage of time or both, would constitute a breach or default under such Timberlands II, LLC Real Property Lease or permit the termination, modification or acceleration of rent under such Timberlands II, LLC Real Property Lease.

Section 7.6 Disposition of Assets .

Except as disclosed in Section 7.6 of Seller’s Disclosure Letter or in accordance with the Harvest Plan, since January 1, 2007, Seller has not (i) harvested, nor has Seller knowingly permitted the harvest of any trees or timber located on any portion of the Seller Land; or (ii) disposed or contracted for the disposal or sale of any portion of the Seller Land or any trees or timber located thereon.

Section 7.7 Casualty .

To Seller’s Knowledge, and except as set forth in Section 7.7 of Seller’s Disclosure Letter, since January 1, 2007, there has been no loss or damage to timber on the Seller Land exceeding $100,000 in value in the aggregate due to any casualty, insect infestation, disease, theft, or other unauthorized cutting.

18

Section 7.8 Endangered Species .

Except as disclosed in Section 7.8 of Seller’s Disclosure Letter, to Seller’s Environmental Knowledge, there are no areas of the Seller Land with respect to which Seller has a legal obligation under the federal Endangered Species Act or any similar state or local law relating to the protection of endangered species (“ Endangered Species ”), and there are no pending legal proceedings against Seller or relating to the Seller Land, or any portion thereof, based upon the presence of Endangered Species on the Seller Land. None of the Seller Land has been designated as “critical habitat” as that term is defined by 16 U.S.C. § 1532(6).

Section 7.9 Boundary Disputes .

Except as set forth in Section 7.9 of Seller’s Disclosure Letter, to Seller’s Knowledge, there are no unresolved boundary disputes, and no unresolved disputes with respect to encroachments, between Seller and any third party affecting any of the Seller Land, nor is any Person adversely possessing any material portion of the Seller Land.

Section 7.10 Mining Activity .

Except as disclosed in Section 7.10 of Seller’s Disclosure Letter, to Seller’s Knowledge, during the three (3) years immediately preceding the date hereof, there has been no mining or other mineral extraction or processing activity on any portion of the Seller Land.

Section 7.11 Unresolved Access Claims .

Except as disclosed in the Title Commitments, to Seller’s Knowledge there are no unresolved material claims or disputes relating to access to any portion of the Seller Land.

Section 7.12 Timber Volumes .

To Seller’s Knowledge, there are no currently existing facts or conditions with respect to the Purchased Assets that would prevent an owner of the entirety of the Purchased Assets from growing and making available for harvest such quantities of timber as are contemplated under the Fiber Supply Agreement, but subject to the provisions thereof regarding shortfalls in volume both contained therein, provided that such owner operates the Purchased Assets in the normal course and excluding the effect of future weather conditions, casualty, insect infestations, and other causes beyond the control of the owner.

Section 7.13 Roll-back Taxes .

Seller has not taken any action that would, or failed to take any action which failure would, reasonably be expected to cause a change in the classification of the Seller Land for Roll-back Tax purposes.

19

ARTICLE VIII

REPRESENTATIONS AND WARRANTIES OF

SELLER RELATED TO LEASEHOLD INTERESTS

Except as otherwise disclosed to Purchaser in Seller’s Disclosure Letter delivered to Purchaser by Seller on the date hereof (except for those sections of Seller’s Disclosure Letter that contemplate delivery on a date other than the date hereof), Seller represents and warrants to Purchaser, Purchaser LLC and Timberlands II, LLC, as of the date hereof and as of the Closing Date, as follows:

Section 8.1 Title to Leasehold Interests .

Except as disclosed in the Title Commitments or Section 8.1 of Seller’s Disclosure Letter, to Seller’s Knowledge, Seller owns and, as of the time of the Closing, Timberlands II, LLC will own, leasehold title to the Leasehold Interests, in each case free and clear of all Liens, but subject to the Permitted Exceptions.

Section 8.2 Underlying Leases .

Except as described in Section 8.2 of Seller’s Disclosure Letter, with respect to each lease agreement granting, creating or relating to a Leasehold Interest (each an “ Underlying Lease ”): (i) such Underlying Lease is legal, valid, binding, enforceable and in full force and effect; (ii) the transactions contemplated by this Agreement will not result in a breach or default under such Underlying Lease, or otherwise cause such Underlying Lease to cease to be legal, valid, binding, enforceable and in full force and effect on identical terms following the Closing; (iii) neither Seller, nor to Seller’s Knowledge, any other party to such Underlying Lease is in breach or default under such Underlying Lease; and (iv) no event has occurred or failed to occur or circumstances exist which, with the delivery of notice, the passage of time or both, would constitute a breach or default under such Underlying Lease or permit the termination, modification or acceleration of rent under such Underlying Lease.

Section 8.3 Compliance with Laws .

(a) Seller holds all licenses, certificates, permits, franchises, approvals, exemptions, registrations and rights of any Governmental Authority which are necessary to conduct timber management and harvesting operations on the Leasehold Property.

(b) Seller presently is operating the Leasehold Property in substantial compliance with (i) applicable Laws, other than Environmental Laws which are covered by Sections 7.3 and 8.4; (ii) in conformity with the guidelines of SFI; and (iii) applicable state forestry Best Management Practices.

(c) Seller has not received written notification from any Governmental Authority during the last three (3) years alleging that either the Leasehold Property, or any portion thereof is not in compliance with applicable Laws. To Seller’s Knowledge, except as disclosed in Section 8.3(c) of Seller’s Disclosure Letter, Seller has not received written notification from any Governmental Authority during the last five (5) years alleging that either the Leasehold Property or any portion

20

thereof, is not in compliance with applicable Laws. To Seller’s Knowledge and except as disclosed in Section 8.3(c) of Seller’s Disclosure Letter, there are no violations on the Leasehold Property, or any portion thereof.

Section 8.4 Matters Relating to the Environmental Condition of the Leasehold Property .

(i) To Seller’s Environmental Knowledge, Seller is operating the Leasehold Property in compliance with all applicable Environmental Laws and the requirements of all applicable Environmental Permits; (ii) to Seller’s Environmental Knowledge, Seller has not received any written notice of any violation of, obligation under or liability or clean-up or Remediation required under, any Environmental Law in connection with Seller’s operations on the Leasehold Property during the past five (5) years; (iii) there are no writs, injunctions, decrees, orders or judgments outstanding or any actions, suits, proceedings or investigations pending or threatened in writing relating to Seller’s compliance with or liability under any Environmental Law or Environmental Permit affecting the Leasehold Property; (iv) to Seller’s Environmental Knowledge, no portion of the Leasehold Property has been used by Seller for the Disposal, Release or deposit of any Hazardous Substances or fill or other material containing Hazardous Substances in violation of levels allowed under applicable Environmental Laws; (v) to Seller’s Environmental Knowledge, there are no Releases of Hazardous Substances from any underground storage tanks on the Leasehold Property; and (vi) to Seller’s Environmental Knowledge, there are no above-ground or underground storage tanks owned or operated by Seller, whether in use or closed, in, at, on or under the Leasehold Property.

Section 8.5 Condemnation .

Except as described in Section 8.5 of Seller’s Disclosure Letter, Seller has not received notice of, and to the best of Seller’s Knowledge, there are no Condemnations with respect to the Leasehold Property.

Section 8.6 Disposition of Assets .

Except as disclosed in Section 8.6 of Seller’s Disclosure Letter or in accordance with the Harvest Plan, since January 1, 2007, Seller has not (i) harvested, nor has Seller knowingly permitted the harvest of any trees or timber located on any portion of the Leasehold Property; or (ii) disposed or contracted for the disposal or sale of any Leasehold Interest or any trees or timber located on the Leasehold Property.

Section 8.7 Casualty .

To Seller’s Knowledge, and except as set forth in Section 8.7 of Seller’s Disclosure Letter, since January 1, 2007, there has been no loss or damage to timber on the Leasehold Property exceeding $100,000 in value in the aggregate due to any casualty, insect infestation, disease, theft, or other unauthorized cutting.

Section 8.8 Endangered Species .

Except as disclosed in Section 8.8 of Seller’s Disclosure Letter, to Seller’s Environmental Knowledge, there are no areas of the Leasehold Property with respect to which Seller has a legal

21

obligation under the federal Endangered Species Act or any similar state or local law relating to the protection of Endangered Species, and there are no pending legal proceedings against Seller or relating to the Leasehold Property, or any portion thereof, based upon the presence of Endangered Species on the Leasehold Property. None of the Leasehold Property has been designated as “critical habitat” as that term is defined by 16 U.S.C. § 1532(6).

Section 8.9 Mining Activity .

Except as disclosed in Section 8.9 of Seller’s Disclosure Letter, to Seller’s Knowledge, during the three (3) years immediately preceding the date hereof, there has been no mining or other mineral extraction or processing activity on any portion of the Leasehold Property.

Section 8.10 Unresolved Access Claims .

Except as disclosed in the Title Commitments, to Seller’s Knowledge there are no unresolved material claims or disputes relating to access to any portion of the Leasehold Property.

ARTICLE IX

REPRESENTATIONS AND WARRANTIES OF PURCHASER

Purchaser, on behalf of itself and on behalf of Purchaser, LLC, represents and warrants to Seller, as of the date hereof and as of the Closing Date as follows:

Section 9.1 Organization .

Purchaser is a limited liability company duly organized and in good standing under the laws of the State of Delaware. Purchaser, LLC is a limited liability company duly organized and validly existing and in good standing under the laws of the State of Delaware. Purchaser and Purchaser, LLC have all requisite limited liability company power and authority to: (i) own, lease and operate its properties and assets and to carry on its business; (ii) execute this Agreement and the Ancillary Agreements to be executed by it in connection with the consummation of the transactions contemplated hereby and thereby; and (iii) perform its obligations and consummate the transactions contemplated hereby and thereby. Immediately prior to the Closing, Purchaser, LLC will be a newly formed limited liability company and will not have conducted any operations or engaged in any activities other than those related to the acquisition of the Timberlands II, LLC, the issuance of the Timber Note and obtaining the Letter of Credit, as contemplated by the Transaction Documents.

Section 9.2 Qualification .

Each of Purchaser and Purchaser, LLC is qualified or registered as a foreign limited liability company for the transaction of business and each of Purchaser and Purchaser, LLC is in good standing under the laws of each jurisdiction in which the location of its properties makes such qualification necessary.

22

Section 9.3 Authority .

The execution, delivery and performance of this Agreement and the consummation of transactions contemplated hereby have been duly and validly authorized by all necessary corporate, limited liability company action or limited partnership action, as the case may be, and no other corporate, limited liability company or limited partnership proceedings on the part of a Purchasing Party is necessary for the Purchasing Parties to authorize this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Purchaser, and, assuming due authorization, execution and delivery by Seller, is a legal, valid and binding obligation of the Purchasing Parties enforceable against it in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and to general equity principles.

Section 9.4 No Conflict .

The execution, delivery, and performance by the Purchasing Parties of this Agreement or any of the Ancillary Agreements to which any Purchasing Party is a party will not result in a breach or violation of, or default under, (i) the terms, conditions or provisions of the certificate of formation or limited liability company agreement of the Purchasing Parties, or any material Contract to which a Purchasing Party is a party or by which a Purchasing Party or any of its assets may be bound; (ii) any Law applicable to it; or (iii) any permit, license, order, judgment or decree of any Governmental Authority by which a Purchasing Party or any of its assets is or may be bound.

Section 9.5 Consents and Approvals .

There are no approvals, consents or registration requirements with respect to any Governmental Authority that are or will be necessary for the valid execution and delivery by Purchaser of this Agreement and the Ancillary Agreements, or the consummation of the transactions contemplated hereby and thereby, other than those which (i) have been obtained, (ii) are of a routine nature and not customarily obtained or made prior to execution of purchase and sale agreements in transactions similar in nature to those contemplated hereby, (iii) may be required to be obtained by Timberlands II, LLC to conduct operations on the Seller Land, Leasehold Interests or Timberlands II, LLC Real Property Leases, or (iv) may be required under the HSR Act.

Section 9.6 Litigation .

(a) As of the date hereof, there are no claims against Purchaser or Purchaser, LLC, or, to the knowledge of Purchaser or Purchaser, LLC, any threatened claims against Purchaser or Purchaser, LLC, which either alone or in the aggregate seek to restrain or enjoin the execution and delivery of this Agreement or the Ancillary Agreements or the consummation of any of the transactions contemplated hereby or thereby.

(b) As of the date hereof, there are no judgments or outstanding orders, injunctions, decrees, stipulations or awards (whether rendered by a Governmental Authority or by an arbitrator) against Purchaser or Purchaser, LLC (or affecting their respective assets) which prohibit or restrict or could reasonably be expected to result in any delay of the consummation of the transactions contemplated by this Agreement or the Ancillary Agreements.

23

Section 9.7 Investment Purpose .

(a) Purchaser, LLC is acquiring the Timberlands II, LLC Interests being transferred to it for its own account and not as nominee, agent or intermediary for any other Person.

(b) Except as otherwise permitted under Section 11.7 of this Agreement, neither Purchaser nor Purchaser, LLC have entered into any plan, agreement or other arrangement to transfer or otherwise dispose of any interest in the Purchased Assets to any other Person, and neither Purchaser nor Purchaser, LLC will enter into any such plan, agreement or other arrangement prior to the Closing.

(c) Neither Purchaser nor Purchaser, LLC have entered into any plan, agreement or other arrangement to transfer or otherwise dispose of any interest in Timberlands II, LLC to any other Person, and neither Purchaser nor Purchaser, LLC will enter into any such plan, agreement or other arrangement prior to the Closing.

(d) Purchaser has not entered into any plan, agreement or other arrangement to directly or indirectly transfer or dispose of, or permit the transfer or disposition of, any interest in Purchaser, LLC, or otherwise cause or permit Purchaser, LLC to fail to be a “disregarded entity” for U.S. federal Income Tax purposes, including but not limited to as a result of the transfer of Purchaser, to any other Person, and neither Purchaser nor Purchaser, LLC will enter into any such plan, agreement or other arrangement prior to the Closing.

Section 9.8 Tax Matters .

At Closing Purchaser, LLC will be qualified as and treated as a “disregarded entity” of Purchaser for U.S. federal Income Tax purposes and all applicable state and local Income Tax purposes in state and local jurisdictions following the U.S. federal Income Tax treatment of entities.

Section 9.9 Financing Commitment .

(a) Concurrently with the execution of this Agreement, Purchaser has delivered a complete copy of an executed commitment letter, dated the date hereof (the “ Equity Commitment Letter ”), from Wells Real Estate Funds, Inc. to provide equity financing to Purchaser in the amount noted therein (the “ Equity Financing ”).

(b) Concurrently with the execution of this Agreement, Purchaser has delivered a complete copy of an executed commitment letter, dated the date hereof (the “ Debt Commitment Letter ”), from Wachovia Bank, National Association or an affiliate (the “ Lender ”) to provide Purchaser debt financing in the amount noted therein (the “ Debt Financing ”).

(c) The Equity Commitment Letter in the form so delivered is and shall remain valid, enforceable according to its terms and in full force and effect and no event has occurred which, with or without notice, lapse of time or both, would constitute a default or breach on the part of

24

Purchaser under any term or condition of the Equity Commitment Letter. The Debt Commitment Letter (together with the Equity Commitment Letter, the “ Commitment Letters ”) in the form so delivered is valid, enforceable according to its terms and in full force and effect and no event has occurred which, with or without notice, lapse of time or both, would constitute a default or breach on the part of Purchaser under any term or condition of the Debt Commitment Letter.

(d) Purchaser has no reason to believe that any of the conditions to the Debt Financing or to Equity Financing will not be satisfied on a timely basis. Purchaser has fully paid any and all commitment fees or other fees required by any of the Commitment Letters to be paid as of the date hereof and will pay any and all additional commitment fees or other fees required by any of the Commitment Letters.

ARTICLE X

ADDITIONAL AGREEMENTS RELATING TO THE P