INDEMNIFICATION AGREEMENTIndemnification Agreement • March 30th, 2016 • American Farmland Co • Real estate investment trusts • Maryland
THIS INDEMNIFICATION AGREEMENT (“Agreement”) is made and entered into as of the 19th day of October, 2015, (the “Effective Date”) by and between American Farmland Company, a Maryland corporation (the “Company”), and D. Dixon Boardman (“Indemnitee”).
] Shares American Farmland Company Common Stock ($0.01 Par Value) EQUITY UNDERWRITING AGREEMENTEquity Underwriting Agreement • October 13th, 2015 • American Farmland Co • Real estate investment trusts • New York
American Farmland Company, a Maryland corporation (the “Company”), proposes to sell to the several underwriters (the “Underwriters”) named on Schedule I hereto for whom you are acting as representatives (the “Representatives”) an aggregate of [ ] shares (the “Firm Shares”) of the Company’s common stock, $0.01 par value (the “Common Stock”). The respective amounts of the Firm Shares to be so purchased by the several Underwriters are set forth opposite their names on Schedule I hereto. The Company also proposes to sell at the Underwriters’ option an aggregate of up to [ ] additional shares of the Company’s Common Stock (the “Option Shares”) as set forth below.
SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF AMERICAN FARMLAND COMPANY L.P. Dated as of October 13, 2015Limited Partnership Agreement • October 13th, 2015 • American Farmland Co • Real estate investment trusts • Delaware
THIS AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF AMERICAN FARMLAND COMPANY L.P., dated as of October 13, 2015, is entered into by and among AMERICAN FARMLAND COMPANY, a Maryland corporation (the “Company”), as the General Partner, and the Persons whose names are set forth on Exhibit A attached hereto, as the Limited Partners, together with any other Persons who become Partners in the Partnership as provided herein.
AGREEMENT AND PLAN OF MERGER AMONG FARMLAND PARTNERS INC.,Merger Agreement • September 12th, 2016 • American Farmland Co • Real estate investment trusts • Maryland
This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of September 12, 2016, is made by and among Farmland Partners Inc., a Maryland corporation (“Parent”), Farmland Partners Operating Partnership, LP, a Delaware limited partnership (“Parent OP”), Farmland Partners OP GP LLC, a Delaware limited liability company and the general partner of Parent OP (“Parent OP GP”), FPI Heartland LLC, a Delaware limited liability company and a direct wholly owned subsidiary of Parent (“Merger Sub”), FPI Heartland Operating Partnership, LP, a Delaware limited partnership (“Merger Partnership”) whose general partner is FPI Heartland GP LLC, a Delaware limited liability company and wholly-owned subsidiary of Parent OP (“Merger Sub GP” and, together with Parent, Merger Sub, Parent OP, Parent OP GP and Merger Partnership, the “Buyer Parties”), AMERICAN FARMLAND COMPANY, a Maryland corporation (the “Company”), and AMERICAN FARMLAND COMPANY L.P., a Delaware limited partnership whose sole general part
EMPLOYMENT AGREEMENTEmployment Agreement • October 6th, 2015 • American Farmland Co • Real estate investment trusts • New York
This Employment Agreement (“Agreement”) is made as of the 29th day of September, 2015, among American Farmland Company, a Maryland corporation (the “Company”), American Farmland Company L.P., a Delaware limited partnership (the “Partnership” and together with the Company, the “Employers”), and Geoffrey M. Lewis (the “Executive”).
EMPLOYMENT AGREEMENTEmployment Agreement • March 30th, 2016 • American Farmland Co • Real estate investment trusts • New York
This Employment Agreement (“Agreement”) is made as of the 11th day of December, 2015, among American Farmland Company, a Maryland corporation (the “Company”), American Farmland Company L.P., a Delaware limited partnership (the “Partnership” and together with the Company, the “Employers”), and Andreas Spitzer (the “Executive”).
LOAN AGREEMENTLoan Agreement • March 30th, 2016 • American Farmland Co • Real estate investment trusts • Tennessee
THIS LOAN AGREEMENT (“Agreement”) is entered into as of this 18th day of August, 2015, by and between AMERICAN FARMLAND COMPANY L.P., a Delaware limited partnership, (“Borrower”), whose address is 10 East 53rd Street, New York, New York 10022 and RUTLEDGE INVESTMENT COMPANY, a Tennessee corporation, (“Lender”), whose address, for purposes of this Agreement, is 5160 Sanderlin Avenue, Suite One, Memphis, Tennessee 38117.
SONG, YANKE, AND VOJE RANCHES PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONSPurchase and Sale Agreement • March 30th, 2016 • American Farmland Co • Real estate investment trusts • California
This PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS (the “Agreement”) dated December 9, 2015 (the “Reference Date”), to be effective on the date when all parties have executed it, which date shall be noted on the signature page hereto (the “Effective Date”), is made and entered into by and between BEAR CREEK RANCH, LLC, a California limited liability company (“Seller”), and WATERMAN (CA) LLC, a Delaware limited liability company (“Waterman”) and BARTLETT (CA) LLC, a Delaware limited liability company (“Bartlett”), or their Authorized Assignees as herein provided (collectively, “Buyer”). For convenience, Buyer and Seller are sometimes referred to herein collectively as the “Parties” and individually as a “Party.” This Agreement is made with respect to the following facts and circumstances which the Parties affirm as true and accurate:
REGISTRATION RIGHTS AGREEMENT by and among AMERICAN FARMLAND COMPANY and THE HOLDERS NAMED HEREIN Dated: October 23, 2015Registration Rights Agreement • March 30th, 2016 • American Farmland Co • Real estate investment trusts • Maryland
This Registration Rights Agreement (this “Agreement”) is entered into as of October 23, 2015 by and among American Farmland Company, a Maryland corporation (the “Company”), and each of the holders (collectively, the “Holders” and each individually as a “Holder”) of units of limited partnership interest in American Farmland Company L.P., a Delaware limited partnership (“AFCLP”), as set forth on Exhibit A hereto.
INDEMNIFICATION AGREEMENTIndemnification Agreement • October 6th, 2015 • American Farmland Co • Real estate investment trusts • Maryland
THIS INDEMNIFICATION AGREEMENT (“Agreement”) is made and entered into as of the day of , 2015, (the “Effective Date”) by and between American Farmland Company, a Maryland corporation (the “Company”), and (“Indemnitee”).
TRANSITIONAL SERVICES AGREEMENTTransitional Services Agreement • October 6th, 2015 • American Farmland Co • Real estate investment trusts • New York
This Transitional Services Agreement (the “Agreement”) is entered into as of , 2015, by and between Optima Fund Management LLC, a Delaware limited liability company (the “Provider”), American Farmland Company, a Maryland corporation (“AFC”) and American Farmland Company L.P., a Delaware limited partnership (“AFCLP” and, together with AFC, the “Recipients”).
AMENDMENT TO ADVISORY AGREEMENTAdvisory Agreement • March 30th, 2016 • American Farmland Co • Real estate investment trusts
This Amendment (the “Amendment”) effective as of December 10, 2015 hereby amends the Advisory Agreement (the “Agreement”) effective as of October 19, 2015, by and among American Farmland Advisor LLC (“AFA”), a Delaware limited liability company, and American Farmland Company L.P., a Delaware limited partnership (collectively, the “Partnership”). Terms used herein and not otherwise defined shall have the meanings ascribed to them in Section 16 of the Agreement.
AMENDMENT TO LOAN AGREEMENTSLoan Agreement • December 29th, 2015 • American Farmland Co • Real estate investment trusts • Tennessee
This Amendment to Loan Agreements (“Amendment”) is entered into as of this 22nd day of December, 2015, by and between AMERICAN FARMLAND COMPANY L.P., a Delaware limited partnership, (“Borrower”) and RUTLEDGE INVESTMENT COMPANY, a Tennessee corporation (“Lender”).
TRANSITIONAL SERVICES AGREEMENTTransitional Services Agreement • March 30th, 2016 • American Farmland Co • Real estate investment trusts • New York
This Transitional Services Agreement (the “Agreement”) is entered into as of October 23, 2015, by and between Optima Fund Management LLC, a Delaware limited liability company (the “Provider”), American Farmland Company, a Maryland corporation (“AFC”) and American Farmland Company L.P., a Delaware limited partnership (“AFCLP” and, together with AFC, the “Recipients”).
MADERA RANCH PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONSPurchase and Sale Agreement • March 30th, 2016 • American Farmland Co • Real estate investment trusts • California
This PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS (the “Agreement”) dated December 9, 2015 (the “Reference Date”), to be effective on the date when all parties have executed it, which date shall be noted on the signature page hereto (the “Effective Date”), is made and entered into by and between SUN DIAL FARMS, LLC, a California limited liability company (“Seller”), and BOOTH (CA) LLC, a Delaware limited liability company, or its Authorized Assignee as herein provided (“Buyer”). For convenience, Buyer and Seller are sometimes referred to herein collectively as the “Parties” and individually as a “Party.” This Agreement is made with respect to the following facts and circumstances which the Parties affirm as true and accurate:
AMENDED AND RESTATED SUB-ADVISORY AGREEMENTSub-Advisory Agreement • June 26th, 2015 • American Farmland Co • Real estate investment trusts • Delaware
This AMENDED AND RESTATED SUB-ADVISORY AGREEMENT (the “Agreement”) is effective as of the IPO Date (as hereinafter defined), by and among American Farmland Advisor LLC (“AFA”), a Delaware limited liability company, Prudential Mortgage Capital Company, LLC (“Agricultural Sub-Adviser”), a Delaware limited liability company, and for the purposes of Sections 9(d) (Prudential Name), 10 (Confidentiality), 17 (REIT Status), 18 (Indemnification), 23 (Non-Solicitation), 25(o) (No Fiduciary Relationship) and 27 (Guarantee) only, American Farmland Company, a Maryland corporation (the “Company”), and for the purposes of Sections 1 (Appointment of Agricultural Sub-Adviser), 3 (Authority, Instructions and Decisions), 4 (Services), 5 (Compensation), 7 (Other Services), 9(d) (Prudential Name), 10 (Confidentiality), 18 (Indemnification), 19 (Expenses, Reimbursement), 23 (Non-Solicitation), 25(n) (Not a Partnership or Joint Venture), 25(o) (No Fiduciary Relationship) and 27 (Guarantee) only, American Fa
ADVISORY AGREEMENTAdvisory Agreement • October 6th, 2015 • American Farmland Co • Real estate investment trusts • Delaware
This ADVISORY AGREEMENT (the “Agreement”) is effective as of the IPO Date (as hereinafter defined), by and among American Farmland Advisor LLC (“AFA”), a Delaware limited liability company, and American Farmland Company L.P., a Delaware limited partnership (collectively, the “Partnership”). Terms used herein and not otherwise defined shall have the meanings ascribed to them in Section 16 of this Agreement.
August 10, 2016 Roberto de Guardiola Chairman, Compensation Committee American Farmland CompanyTransaction Bonus Agreement • August 26th, 2016 • American Farmland Co • Real estate investment trusts • New York
This letter agreement (this "Agreement") confirms the understanding by and between American Farmland Company (the "Company") and me.
