DRAFT PURCHASE AND SALE AGREEMENT

DRAFT PURCHASE AND SALE AGREEMENT THIS AGREEMENT made and entered into this day of 2015, between WETLANDS AMERICA TRUST, INC., (a supporting organization of Ducks Unlimited, Inc.) a non-profit corporation organized under the laws of the District of Columbia, with an address of One Waterfowl Way, Memphis, Tennessee 38120, hereafter referred to as the Seller, and, hereafter referred to as the Buyer. Buyer agrees to purchase Seller's property on the following terms and conditions: 1. PROPERTY. The Seller agrees to convey to the Buyer the "Beckwith Creek Farm", approximately 122.95± of land located in Dorchester County in the State of Maryland (hereinafter the "Property"). The Property (see Exhibit A for complete legal description) is described as: Tax Map Grid Parcel #'s: 0028-0004-0006, Dorchester County, Maryland. 2. PURCHASE PRICE. The purchase price of the Property is. The parties agree that the purchase shall be payable as follows: a. Non-refundable down payment of ten percent (10%) shall be paid to the Seller no later than three (3) business days after the Buyer receives confirmation of being the successful bidder. b. Balance due in cash or certified funds at closing. 3. CONDITIONS OF SALE. This agreement is condition upon the following: a. Seller s transfer of good and merchantable title and Seller's furnishing a Warranty Deed at Closing. b. Seller providing Buyer with copies of any and all other existing contractual agreements and leases pertaining to the real property, or a written explanation of any oral contractual agreements pertaining to the real property. c. Upon the execution of this Agreement, Seller agrees not to enter into any further lease agreements, or extensions of existing lease agreements, regarding the real property or any other agreement pertaining to or affecting the real property or improvements located thereon. Further, Seller agrees to notify any lessee and/or sublessee that the property is being sold, and Buyer shall thereafter be responsible for sending notices of termination of any oral leases. d. At least ten (10) days prior to closing, Seller will provide all documents required to be submitted to Buyer for Buyer s review. Closing is conditioned upon Buyer s review of said documents and acceptance of the same. Buyer may terminate this Agreement if it determines, at its sole discretion, that any of the terms contained in any of the documents supplied by Seller pursuant to this Section are unacceptable to Buyer. e. Subject to easements, reservations and restrictions of record, and conveyance shall include all rights, privileges, easements and appurtenances to the property, including all easements, rights-of-way and other appurtenances used or connected with the beneficial use or enjoyment of the property and all right, title and interest in and to all streets, watercourses or Beckwith Creek Farm - Purchase and Sale Agrement DRAFT v.1.0.docx Page 1 of 6

water bodies adjacent to, abutting or serving the property. 4. CLOSING. The parties hereto agree that closing shall be held as soon as practicable after a commitment for title insurance evidencing clear and marketable title is obtained, but in no event later than, 2015, unless extended in writing by mutual consent of the parties hereto. 5. POSSESSION. Buyer shall take physical possession of the property immediately after Closing. 6. ESCROW/CLOSING COSTS/TAXES. It is agreed that the Seller shall provide for the Title Commitment and the costs to release encumbrances on the Property that would otherwise prohibit conveyance. Accordingly, the Buyer shall pay the premium for the Owner s Title Insurance policy, documentary stamps, tax certificate, lender's endorsement fee, the fees for recording the deed, and any financing costs. Real estate taxes due and payable for the year of closing shall be prorated through the date of closing. Seller is responsible for all real estate taxes and special assessments due and payable in years prior to date of closing. Buyer shall pay all real estate taxes and special assessments due and payable in years following the date of closing. 7. TITLE INSURANCE. A title commitment will be furnished showing good and merchantable title in the Seller. In the event the title commitment discloses any defects in the title then Seller shall have a reasonable time, but not to exceed ten (10) days, in which to cure the same after receiving notice of said defect. If title cannot be made so insurable by closing and Buyer does not waive any such exception or exclusion to coverage in writing, this agreement shall terminate at Buyer s option. Unless otherwise specified in this Agreement, title to the Property at closing shall be free of all encumbrances and defects that interfere with Buyer s intended use of the property. 8. ASSIGNMENT. Buyer or Seller shall not assign this Agreement without the prior written consent of the other party. 9. RIGHT OF ENTRY AND INSPECTION. Buyer may enter upon the Property at reasonable times for surveying and other appropriate purposes related to this transaction and shall have the right to conduct an inspection for hazardous waste or toxic substances. Buyer agrees to indemnify Seller from any liability or damages resulting from activities by the Buyer and its agents on the property. If said inspection discloses the presence of material quantities of hazardous waste or toxic substances, Buyer may, at its discretion, terminate this Purchase and Sale Agreement upon ten (10) days notice. 10. GENERAL PROVISIONS: a. This Agreement is binding upon the parties and their successors and assigns. This Agreement constitutes the entire agreement between the parties and may only be modified in writing signed by the parties hereto. b. All terms of this Agreement not satisfied at closing or waived prior to closing shall survive closing. c. If any term or covenant of this Agreement or the application thereof to any person or circumstance shall be invalid or unenforceable, the remainder of this Agreement shall be valid and enforceable to the fullest extent permitted by law. No waiver of the breach of any Beckwith Creek Farm - Purchase and Sale Agrement DRAFT v.1.0.docx Page 2 of 6

provision of this Agreement shall be construed to be a waiver of any subsequent breach of the same or of any other provision in this Agreement. d. This Agreement may be executed in separate counterparts, all of which executed counterparts shall constitute one complete document. e. Further, facsimile and PDF signatures, transmitted by fax or PDF, are as binding on the parties as original signatures. 11. NOTICES. All notices and other communications required or permitted hereunder shall be in writing and shall be duly given if delivered by Certified or Registered Mail, Return Receipt Requested, postage prepaid, or by overnight carrier such as Federal Express, as follows: If to Buyer: If to Seller: Wetlands America Trust, Inc. One Waterfowl Way Memphis, Tennessee 38120-2351 12. COMPLETE AGREEMENT, GOVERNING LAW. This Agreement constitutes the sole and complete Agreement between the parties and no representations or promises not included in this writing shall be binding upon any party to this Agreement. No amendment, modification or attempt to supersede or cancel any of the terms or conditions hereof shall be effective unless such amendment, modification or direction to supersede or cancel such term or condition is in writing executed by Seller and Buyer. This Agreement shall be governed by the laws of the State of Maryland. 13. DEFAULT. In the event of default by either party, the other party shall have such remedies as provided by Maryland, to include the right of specific performance. Beckwith Creek Farm - Purchase and Sale Agrement DRAFT v.1.0.docx Page 3 of 6

By: The Buyer STATE OF ) ) :ss COUNTY OF ) The foregoing instrument was acknowledged before me on the day of, 2015, by, to me known to be the identical person who executed the above and foregoing deed and acknowledged the same to be their voluntary act and deed. In witness whereof I hereunto set my hand and official seal. Notary Public Name: My Commission Expires: Beckwith Creek Farm - Purchase and Sale Agrement DRAFT v.1.0.docx Page 4 of 6

WETLANDS AMERICA TRUST, INC. By: Earl H. Grochau, Assistant Secretary STATE OF TENNESSEE ) ) :ss COUNTY OF SHELBY ) The foregoing instrument was acknowledged before me on the day of, 2015, by Earl H. Grochau, Assistant Secretary, on behalf of WETLANDS AMERICA TRUST, INC., a nonprofit corporation organized under the laws of the District of Columbia, to me known to be the identical person who executed the above and foregoing deed and acknowledged the same to be their voluntary act and deed. In witness whereof I hereunto set my hand and official seal. Notary Public Tennessee Name: My Commission Expires: Beckwith Creek Farm - Purchase and Sale Agrement DRAFT v.1.0.docx Page 5 of 6

EXHIBIT A ALL that lot or parcel of land situate, lying and being in Barre Neck in No. 8 Election District of Dorchester County, State of Maryland, known as the "Radcliffe Farm" which is bounded on the west by the Barre Neck County road, bounded on the north by the land variously known as "Indian Ridge", "The Thomas B. Travers Farm", "The Home Farm of Samuel W. Linthicum" (being the portion of said Samuel W. Linthicum Home Farm which was granted and conveyed by Ethel D. Linthicum, et al., to Arthur S. Wheatley and Norma J. Wheatley, his wife, by deed dated the 15th day of October, 1964, and recorded among the Land Records of said Dorchester County in Liber PLC No. 140, at folio 178) and bounded on the east by the waters of Beckwith Creek, a tributary of the Little Choptank River, which was sought to be granted and conveyed in this deed is described by courses and distances in a Certificate of Survey thereof issued by E.W. Gordy, Surveyor, on September 15, 1892 as follows: "Beginning at a locust post set up at the divisional line now between William Travers (now or formerly the lands owned by Arthur S. Wheatley et ux. as above set forth) and the said Kate V. Dawson and on the west side of Beckwith Creek represented on the plat by letter A, thence (1) with said division line and fence North 85 degrees 30' West 167 perches to the center of the County road leading from Cornersville to Barre Neck; thence (2) with same South 20 degrees West 107.8 perches to intersect Thomas C. Bennett's lane; thence (3) with same South 85 degrees 30' East 218 perches to a locust post, on the West side of Beckwith's Creek aforesaid; thence (4) with same to the first place of beginning. containing 125.25 acres of land more or less." SAVING AND EXCEPTING all that lot or parcel of land described in plat entitled "Martha P. Steele Subdivision No. 1" prepared by Evans, Hagan & Holdefer, Inc. which plat is dated April 30, 1979 and recorded in the Lot Records of Dorchester County, Maryland at Liber PLC No. 23, folio 25 which by deed dated July 12, 1979 was transferred to Earl L. Valenstein by Martha Porter Steele and recorded among the Land Records of Dorchester County, Maryland in Liber PLC No. 210, folio 439. SUBJECT TO a right-of-way over a 25 foot wide lane leading westerly from the aforesaid parcel described in Liber 210, folio 439 to Bar Neck Road for ingress and egress and TOGETHER WITH the equal share of cost of maintenance for the aforesaid right-of-way between the Grantees in the deed recorded in Liber 318, folio 272 and the Grantee in the deed recorded in Liber 210, folio 439. Beckwith Creek Farm - Purchase and Sale Agrement DRAFT v.1.0.docx Page 6 of 6