Escrow Agreement (2005)Full Document 

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                                ESCROW AGREEMENT

     This ESCROW AGREEMENT is made effective as of this 10th day of November,
national banking association ("ESCROW AGENT").


     WHEREAS, Company proposes to offer to the public (the "PUBLIC OFFERING") up
to a maximum of 85,000,000 shares of its common stock, par value $0.01 per share
("SHARES") pursuant to the terms of, and at the prices set forth in, Company's
prospectus ("PROSPECTUS") contained in the registration statement (the
"REGISTRATION Statement") filed with the Securities and Exchange Commission
("COMMISSION") (capitalized terms used but not otherwise defined herein shall
have the respective meanings given in the Prospectus);

     WHEREAS, the Dealer Manager will distribute the Shares on behalf of Company
on a "best efforts" basis;

     WHEREAS, it is anticipated that prospective investors will subscribe for
Shares and will provide Dealer Manager with subscription payments for such
Shares (the "SUBSCRIPTION PAYMENTS"), which subscriptions will be contingent
upon (i) their respective acceptances by Company and (ii) Company's acceptance
of subscriptions aggregating at least $2,000,000 in subscription proceeds (the

     WHEREAS, Escrow Agent has agreed to receive and hold in escrow all
Subscription Payments until the earlier of (i) such time as subscriptions for
the Minimum Subscription have been received and accepted by Company or (ii) the
close of business on the date exactly one year after the original effective date
of the Registration Statement (the "MINIMUM SUBSCRIPTION TERMINATION DATE"), and
to hold and distribute such Subscription Payments in accordance with the terms
and conditions herein set forth;

     WHEREAS, pursuant to the Prospectus, if prospective investors have not
subscribed for at least the Minimum Subscription by the Minimum Subscription
Termination Date, the Public Offering shall be terminated, and all Subscription
Payments shall be returned to the prospective investors together with any
earnings thereon;

     NOW, THEREFORE, in consideration of the premises and the mutual covenants
and agreements hereinafter set forth, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto agree as follows:

     1. APPOINTMENT OF ESCROW AGENT. Company and Dealer Manager hereby appoint
Escrow Agent to serve as escrow agent hereunder, and Escrow Agent hereby accepts
such appointment in accordance with the terms of this Escrow Agreement. Company
and Dealer Manager hereby acknowledge that the status of Escrow Agent is that of
agent only for the limited purposes set forth herein, and hereby agree that they
will not represent or imply that Escrow Agent has investigated the desirability
or advisability of investment in the Shares or has approved, endorsed or passed
upon the merits of the investment therein. Company and Dealer Manager further
agree that the name of the Escrow Agent shall not be used in any manner in
connection with the offer or sale of the Shares other than to state that the
Escrow Agent has agreed to serve as escrow agent for the limited purposes set
forth herein.


     2. DEPOSIT INTO ESCROW. Until such time as prospective investors have
subscribed for the Minimum Subscription, Dealer Manager will (i) by 12:00 p.m.
Eastern Time on the next business day following Dealer Manager's receipt of the
same, deposit with Escrow Agent, or cause to be deposited with Escrow Agent, all
Subscription Payments received by it, accompanied by a list of the names, social
security numbers or tax identification numbers, and addresses (and any other
information required for withholding purposes) of, and amounts paid by, each
prospective investor, and (ii) allow such Subscription Payments to remain in
escrow with Escrow Agent and not withdraw, or attempt to withdraw, such
Subscription Payments from Escrow Agent, except as herein provided.
Notwithstanding the foregoing, if any prospective investor shall exercise any
right provided by law to rescind his or her subscription, Escrow Agent shall,
upon notice from Company or Dealer Manager, return to such prospective investor
all Subscription Payments pertaining to such subscription, together with any
earnings thereon during the period that such Subscription Payments were held by
Escrow Agent under this Escrow Agreement. Instruments of payment and wired funds
received from residents of Pennsylvania shall be placed in a separate escrow
account established specifically for such subscribers.

     All Subscription Payments delivered to Escrow Agent by Dealer Manager
pursuant hereto shall be deposited immediately by Escrow Agent in a separate
account designated as the "Escrow Account for the Benefit of Subscribers for
Common Stock of Wells Timber Real Estate Investment Trust, Inc." (the "ESCROW
ACCOUNT"). The Escrow Account shall be created and maintained subject to the
terms of this Escrow Agreement and the customary rules and regulations of Escrow
Agent pertaining to such accounts.

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