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GLADSTONE LAND Corp Sample Contracts

Standard Contracts

Contract
Underwriting Agreement • August 11th, 2016 • GLADSTONE LAND Corp • Real estate investment trusts • New York

Introductory. Gladstone Land Corporation, a Maryland corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule A hereto (the “Underwriters”) an aggregate of 1,000,000 shares (the “Shares”) of its 6.375% Series A Cumulative Term Preferred Stock, par value $0.001 per share (the “Preferred Stock”). The Company is the indirect general partner of Gladstone Land Limited Partnership (the “Operating Partnership”), a Delaware limited partnership that serves as the Company’s primary operating partnership subsidiary. The 1,000,000 Shares to be sold by the Company are called the “Firm Shares.” In addition, the Company has agreed to sell to the Underwriters, subject to the terms and conditions stated herein, up to an additional 150,000 Shares to cover the over-allotment by the Underwriters, if any. The additional 150,000 Shares to be sold by the Company pursuant to such over-allotment option are collectively called the “Optional Shares.” The Firm Shares a

THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH...
Limited Partnership Agreement • October 14th, 2014 • GLADSTONE LAND Corp • Real estate investment trusts • Delaware

THIS FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF GLADSTONE LAND LIMITED PARTNERSHIP, dated as of October 7, 2014 (the “Effective Date”), is made by and among each of the Persons who is a party to or otherwise bound by this Agreement and is listed as a Holder in the books and records of the Partnership.

GLADSTONE LAND CORPORATION UP TO $30,000,000 OF SHARES OF COMMON STOCK CONTROLLED EQUITY OFFERINGSM SALES AGREEMENT
Sales Agreement • August 7th, 2015 • GLADSTONE LAND Corp • Real estate investment trusts • New York

GLADSTONE LAND CORPORATION, a Maryland corporation (the “Company”), and GLADSTONE LAND LIMITED PARTNERSHIP, a Delaware limited partnership (the “Operating Partnership”), confirm their agreement (this “Agreement”) with Cantor Fitzgerald & Co. (“CF&Co”), as follows:

Shares of Common Stock Gladstone Land Corporation UNDERWRITING AGREEMENT
Underwriting Agreement • May 15th, 2015 • GLADSTONE LAND Corp • Real estate investment trusts • New York
SECOND AMENDED AND RESTATED ADMINISTRATION AGREEMENT BETWEEN GLADSTONE LAND CORPORATION AND GLADSTONE ADMINISTRATION, LLC
Administration Agreement • February 4th, 2013 • GLADSTONE LAND Corp • Real estate investment trusts • Delaware

This Second Amended and Restated Administration Agreement (this “Agreement”) is made as of February 1, 2013 by and between Gladstone Land Corporation, a Maryland corporation (hereinafter referred to as the “Company”), and Gladstone Administration, LLC, a Delaware limited liability company (hereinafter referred to as the “Administrator”).

FIFTH AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT BETWEEN GLADSTONE LAND CORPORATION AND GLADSTONE MANAGEMENT CORPORATION
Investment Advisory Agreement • July 14th, 2021 • GLADSTONE LAND Corp • Real estate investment trusts • Delaware

Agreement is made this 13th day of July, 2021, by and between Gladstone Land Corporation, a Maryland corporation (the “Company”), and Gladstone Management Corporation, a Delaware corporation (the “Adviser”).

UNDERWRITING AGREEMENT
Underwriting Agreement • April 27th, 2015 • GLADSTONE LAND Corp • Real estate investment trusts • New York
GLADSTONE LAND CORPORATION [Ÿ] Shares Common Stock Underwriting Agreement
Underwriting Agreement • December 27th, 2012 • GLADSTONE LAND Corp • Real estate investment trusts • New York

Gladstone Land Corporation, a Maryland corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”), an aggregate of [•] shares (the “Firm Shares”) of its Common Stock, par value $0.001 per share (the “Common Stock”). In addition, the Company has agreed to sell to the Underwriters, subject to the terms and conditions stated herein, up to an additional [•] shares of Common Stock (the “Additional Shares”) to cover over-allotments by the Underwriters, if any. The Firm Shares and the Additional Shares are collectively referred to in this Agreement as the “Shares.” Janney Montgomery Scott LLC is acting as the representative of the Underwriters and in such capacity is referred to in this Agreement as the “Representative.” The Company is the indirect general partner of Gladstone Land Limited Partnership (the “Operating Partnership”), a Delaware limited partnership that serves as

FIRST AMENDED AND RESTATED ADMINISTRATION AGREEMENT
Administration Agreement • November 2nd, 2012 • GLADSTONE LAND Corp • Real estate investment trusts • Delaware

THIS FIRST AMENDED AND RESTATED ADMINISTRATION AGREEMENT (this “Agreement”) is made as of June 1, 2011 by and between Gladstone Administration, LLC, a Delaware limited liability company (hereinafter referred to as the “Administrator”), and Gladstone Land Corporation, a Maryland corporation (hereinafter referred to as the “Company”).

AGREEMENT OF PURCHASE AND SALE (Ernest and Virginia Myers — $8,656,324)
Purchase and Sale Agreement • March 9th, 2016 • GLADSTONE LAND Corp • Real estate investment trusts • Colorado

THIS AGREEMENT (the “Agreement”) is made as of the 11th day of February, 2016 (the “Effective Date”), between Ernest Myers (“E. Myers”) and Virginia Myers (“V. Myers, and together with E. Myers the “Seller”) and Gunbarrel Road Alamosa, LLC, a Delaware limited liability company, or its designee (the “Purchaser”).

AMENDED AND RESTATED SUBSCRIPTION ESCROW AGREEMENT
Subscription Escrow Agreement • May 31st, 2018 • GLADSTONE LAND Corp • Real estate investment trusts • Delaware

THIS AMENDED AND RESTATED SUBSCRIPTION ESCROW AGREEMENT, dated as of May 31, 2018 (this “Agreement”), is entered into between Gladstone Land Corporation (the “Company”) and UMB Bank, National Association, a national banking association, as escrow agent (the “Escrow Agent”).

AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT BETWEEN GLADSTONE LAND CORPORATION AND GLADSTONE MANAGEMENT CORPORATION
Investment Advisory Agreement • February 4th, 2013 • GLADSTONE LAND Corp • Real estate investment trusts • Delaware

Agreement made this 1st day of February 2013, by and between Gladstone Land Corporation, a Maryland corporation (the “Company”), and Gladstone Management Corporation, a Delaware corporation (the “Adviser”).

LOAN GUARANTY AGREEMENT
Loan Guaranty Agreement • May 14th, 2014 • GLADSTONE LAND Corp • Real estate investment trusts • California

This Loan Guaranty Agreement (“Guaranty”), dated as of the 30th day of April, 2014, is made by GLADSTONE LAND CORPORATION, a Delaware corporation (“Guarantor”), to and for the benefit of METROPOLITAN LIFE INSURANCE COMPANY, a New York corporation, its successors and assigns (“Lender”).

DEALER MANAGER AGREEMENT
Dealer Manager Agreement • February 20th, 2020 • GLADSTONE LAND Corp • Real estate investment trusts • Virginia

Gladstone Land Corporation, a Maryland corporation (the “Company”), is offering an aggregate of 26,000,000 shares of its 6.00% Series C Cumulative Redeemable Preferred Stock, par value $0.001 per share (the “Shares”), for sale to the public (the “Offering”), of which 20,000,000 Shares are intended to be offered pursuant to the primary offering and 6,000,000 Shares are intended to be offered pursuant to the Company’s dividend reinvestment plan (the “DRIP”) to those holders of Shares who elect to participate in such DRIP. The Company reserves the right to reallocate the Shares being offered between the primary offering and the DRIP. Except as described in the Prospectus (as defined below) or in Section 5 hereof, the Shares are to be sold pursuant to the primary offering at a price of $25.00 per Share, and pursuant to the DRIP for a cash price of $22.75 per Share.

AGREEMENT OF PURCHASE AND SALE (Lerdo Highway Shafter CA – Phase 3)
Purchase and Sale Agreement • August 10th, 2021 • GLADSTONE LAND Corp • Real estate investment trusts • California

THIS AGREEMENT (the “Agreement”) is made as of the 27th day of January 2021 (the “Effective Date”), between King and Gardiner Farms, LLC, a California limited liability company (“K and G”) and Gardiner Family, LLC a California limited liability company (“GF LLC” and collectively with K and G, the “Seller”) and Gladstone Land Corporation, a Maryland corporation (the “Purchaser”). Notwithstanding its inclusion as a “Seller”, GF LLC is a party only for the purpose of conveying the Banked Water as herein defined and provided. Its involvement including in the representations of Seller is strictly limited to the conveyance of the Banked Water.

CONTRIBUTION AGREEMENT (SAM Investments, Inc. — $528,529)
Contribution Agreement • March 9th, 2016 • GLADSTONE LAND Corp • Real estate investment trusts • Colorado

This CONTRIBUTION AGREEMENT (the “Agreement”) is made and entered into as of February 17, 2016 (the “Effective Date”), by and among SAM Investments, Inc., an Illinois corporation (the “Contributor”), Gunbarrel Road Alamosa, LLC, a Delaware limited liability company and a wholly owned subsidiary of the Operating Partnership (the “Recipient”), Gladstone Land Corporation, a Maryland corporation (the “REIT”), Gladstone Land Partners, LLC, a Delaware limited liability company (the “General Partner”), and Gladstone Land Limited Partnership, a Delaware limited partnership (the “Operating Partnership”, and together with the REIT, the General Partner and the Recipient, the “Recipient Parties”).

AGREEMENT OF PURCHASE AND SALE
Purchase and Sale Agreement • November 3rd, 2014 • GLADSTONE LAND Corp • Real estate investment trusts • California

THIS AGREEMENT (the “Agreement”) is made as of the 11th day of August, 2014 (the “Effective Date”), between Oxnard Plains, LLC, an Indiana limited liability company (“Oxnard Plains”) and Santa Clara Plains, LLC, a Delaware limited liability company (“Santa Clara Plains”, and together with Oxnard Plains individually and collectively the “Seller”), and Gladstone Land Corporation, a Maryland corporation, or its designee (the “Purchaser”).

REAL PROPERTY PURCHASE AND SALE AGREEMENT, AND JOINT ESCROW INSTRUCTIONS (DIEGO RANCH) by and between SAN JOAQUIN FARMS, LLC, a Washington limited liability company authorized to do business in the State of California as WASHINGTON SAN JOAQUIN FARMS,...
Real Property Purchase and Sale Agreement • November 15th, 2016 • GLADSTONE LAND Corp • Real estate investment trusts • California

This REAL PROPERTY PURCHASE AND SALE AGREEMENT, AND JOINT ESCROW INSTRUCTIONS (this “Agreement”) is dated and effective as of this thirteenth (13th) day of September, 2016 (the “Effective Date”), between SAN JOAQUIN FARMS, LLC, a Washington limited liability company authorized to do business in the State of California as WASHINGTON SAN JOAQUIN FARMS, LLC (“Seller”), and DIEGO RANCH STANISLAUS, LP, a Delaware limited partnership, or its assignee(s) and/or nominee(s), (collectively “Buyer”), who agree and contract as described below. Seller and Buyer are referred to singularly as a “party” and collectively as the “parties” on a generic basis.

THIRD AMENDMENT TO FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF GLADSTONE LAND LIMITED PARTNERSHIP
Agreement of Limited Partnership • May 31st, 2018 • GLADSTONE LAND Corp • Real estate investment trusts

THIS THIRD AMENDMENT (this “Amendment”) to the FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF GLADSTONE LAND LIMITED PARTNERSHIP (the “Partnership”) is made and entered into to be effective as of May 30, 2018. Capitalized terms used herein and not defined herein shall have the meanings ascribed thereto in the First Amended and Restated Agreement of Limited Partnership of the Partnership, dated as of October 7, 2014 (as amended by the First Amendment (as defined below), the “Partnership Agreement”).

PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS
Purchase and Sale Agreement • October 29th, 2013 • GLADSTONE LAND Corp • Real estate investment trusts • Arizona

This Purchase and Sale Agreement and Joint Escrow Instructions (the “Agreement”) is made and entered into this 7th day of October, 2013, by and between Edwin C. and Karen J. Breneman, husband and wife and Shawn R. and April L. Breneman, husband and wife (collectively hereinafter referred to as “Seller”), and Gladstone Land Corporation and/or Nominee (hereinafter referred to as “Buyer”).

AGVANTAGE® BOND PURCHASE AGREEMENT
Bond Purchase Agreement • December 17th, 2014 • GLADSTONE LAND Corp • Real estate investment trusts • New York
FIRST AMENDMENT TO LOAN AGREEMENT
Loan Agreement • February 22nd, 2022 • GLADSTONE LAND Corp • Real estate investment trusts

THIS FIRST AMENDMENT TO LOAN AGREEMENT (this “First Amendment”), is made and entered into as of February 3, 2022 (the “Effective Date”) by and among GLADSTONE LAND LIMITED PARTNERSHIP, a Delaware limited partnership (“Borrower”), GLADSTONE LAND CORPORATION, a Maryland corporation (“Guarantor”), and METROPOLITAN LIFE INSURANCE COMPANY, a New York corporation (the “Lender”).

AGREEMENT OF PURCHASE AND SALE BRAZIL RANCH
Purchase and Sale Agreement • October 25th, 2013 • GLADSTONE LAND Corp • Real estate investment trusts • California

THIS AGREEMENT (the “Agreement”) is made as of the 20th day of August, 2013 (the “Effective Date”), between Matsui Nursery, Inc., a California corporation (the “Seller”), and Gladstone Land Corporation, a Maryland corporation, or its designee (the “Purchaser”).

FIFTH AMENDMENT TO LOAN AGREEMENT (CROSS DEFAULT AGREEMENT)
Loan Agreement • November 2nd, 2012 • GLADSTONE LAND Corp • Real estate investment trusts

This Fifth Amendment to Loan Agreement (this “Amendment”) is made this 23rd day of May, 2012, by and among METROPOLITAN LIFE INSURANCE COMPANY, a New York corporation (“Lender”), WEST BEACH STREET WATSONVILLE, LLC, a California limited liability company (“WBSW”), WEST GONZALES ROAD OXNARD, LLC, a California limited liability company (“WGRO”), DALTON LANE WATSONVILLE, LLC, a California limited liability company (“DLW”), and KEYSVILLE ROAD PLANT CITY, LLC, a Florida limited liability company (“KRPC”) (hereafter referred to collectively as “Borrower”), and GLADSTONE LAND CORPORATION, a Maryland corporation as successor to Gladstone Land Corporation, a Delaware corporation (the “Guarantor”), with reference to the following recitals of fact:

THIRD AMENDMENT TO PROMISSORY NOTE (FOURTH DISBURSEMENT)
Promissory Note • December 27th, 2012 • GLADSTONE LAND Corp • Real estate investment trusts • California

This Third Amendment to Promissory Note (the “Third Amendment”) is made and entered into as of April 3, 2012, by and among WEST BEACH STREET WATSONVILLE, LLC, a California limited liability company (“WBSW”), WEST GONZALES ROAD OXNARD, LLC, a California limited liability company (“WGRO”), DALTON LANE WATSONVILLE, LLC, a California limited liability company (“DLW”), and KEYSVILLE ROAD PLANT CITY, LLC, a Florida limited liability company (“KRPC”) (hereafter referred to collectively, jointly and severally as “Borrower”), and METROPOLITAN LIFE INSURANCE COMPANY, a New York corporation (hereafter referred to as “Lender”).

THIRD AMENDMENT TO LOAN AGREEMENT
Loan Agreement • September 10th, 2015 • GLADSTONE LAND Corp • Real estate investment trusts

THIS THIRD AMENDMENT TO LOAN AGREEMENT (this “Third Amendment”), is made and entered into as of September 3, 2015, by and among GLADSTONE LAND LIMITED PARTNERSHIP, a Delaware limited partnership (“Borrower”), GLADSTONE LAND CORPORATION, a Maryland corporation (“Guarantor”) and METROPOLITAN LIFE INSURANCE COMPANY, a New York corporation (the “Lender”).

GLADSTONE LAND CORPORATION AT THE MARKET OFFERING AMENDMENT NO. 1 TO EQUITY DISTRIBUTION AGREEMENT
Equity Distribution Agreement • May 18th, 2021 • GLADSTONE LAND Corp • Real estate investment trusts • New York
AGREEMENT OF PURCHASE AND SALE
Purchase and Sale Agreement • August 4th, 2015 • GLADSTONE LAND Corp • Real estate investment trusts • California

THIS AGREEMENT (the “Agreement”) is made as of the 17 day of June, 2015 (the “Effective Date”), between Giumarra Farms, Inc., a California corporation (“Giumarra Farms”), Giumarra Brothers Fruit, LLC, a California limited liability company (“Giumarra Fruit”, together with Giumarra Farms, collectively the “Seller”), and Gladstone Land Corporation, a Maryland corporation, or its designee (the “Purchaser”).

AGREEMENT OF PURCHASE AND SALE (Pero - Citrus Boulevard $54,000,000)
Purchase and Sale Agreement • February 21st, 2017 • GLADSTONE LAND Corp • Real estate investment trusts • Florida

THIS AGREEMENT OF PURCHASE AND SALE (the “Agreement”) is made as of the 17th day of November, 2016 (the “Effective Date”), between PERO GREENRIDGE FARMS LLC, a Florida limited liability company (“Greenridge”) and PFF LAND HOLDINGS LLC, Florida limited liability company (“PFF” and together with Greenridge, the “Seller”) and CITRUS BOULEVARD STUART, LLC, a Delaware limited liability company, or its designee (the “Purchaser”).

LOAN AGREEMENT
Loan Agreement • November 2nd, 2012 • GLADSTONE LAND Corp • Real estate investment trusts

This Loan Agreement is executed and delivered in connection with that certain loan in the principal amount not to exceed $4,785,000.00 (the “Loan”), from METROPOLITAN LIFE INSURANCE COMPANY, a New York corporation (the “Lender”), to SAN ANDREAS ROAD WATSONVILLE, LLC, a California limited liability company (the “Borrower”), evidenced by a Promissory Note of even date herewith (the “Note”), and secured by a Deed of Trust, Security Agreement, Assignment of Rents and Leases and Fixture Filing of even date herewith (the “Deed of Trust”) encumbering certain real and personal property described in the Deed of Trust (the “Property”) and any additional documents required by Lender (the “Security Documents”). The Loan is guaranteed under that certain Loan Guaranty Agreement dated as of even date herewith executed by Gladstone Land Corporation, a Maryland corporation (“Guarantor”). The purpose of this Loan Agreement is to set forth certain additional terms and conditions pursuant to which the Loa

PROMISSORY NOTE (Note B - RELOC)
Promissory Note • May 14th, 2014 • GLADSTONE LAND Corp • Real estate investment trusts

For Value Received, GLADSTONE LAND LIMITED PARTNERSHIP, a Delaware limited partnership (the “Borrower”), hereby promises to pay to the order of METROPOLITAN LIFE INSURANCE COMPANY, a New York corporation (together with any future holder, “Lender”), at 10801 Mastin Blvd., Suite 930, Overland Park, Kansas 66210, or such other address as the holder of this Note may designate, the principal sum of up to Twenty-five Million and 00/100 Dollars ($25,000,000.00), together with interest from the date of the initial advance of funds hereunder on the said principal sum, or the unpaid balance thereof, at the rate(s) set forth below, such principal and interest is to be paid in lawful money of the United States which shall be legal tender in payment of all debts and dues, public and private, at the time of payment. The loan evidenced by this Note (the “Loan”) is a revolving line of credit and is subject to the terms of, and will be disbursed in installments as provided in, the Loan Agreement of eve

SECOND AMENDMENT TO AGREEMENT OF PURCHASE AND SALE (Lerdo Highway Shafter CA – Phase 2)
Agreement of Purchase and Sale • August 10th, 2021 • GLADSTONE LAND Corp • Real estate investment trusts

THIS SECOND AMENDMENT (the “Amendment”) is made as of May 21, 2021 (the “Effective Date”), between V Lions Farming, LLC a California limited liability company (“V Lions Farming”) formerly called King and Gardiner Farms, LLC, a California limited liability company, and Gardiner Family, LLC a California limited liability company (“GF LLC”) (V Lions Farming and GF LLC collectively,the “Seller”) and Gladstone Land Corporation, a Maryland corporation (the “Purchaser”). This Amendment is made with respect to the following facts and circumstances:

SECOND AMENDMENT TO LOAN AGREEMENT
Loan Agreement • November 2nd, 2012 • GLADSTONE LAND Corp • Real estate investment trusts

This Second Amendment to Loan Agreement (this “Amendment”) is made this 5th day of July, 2011, by and among METROPOLITAN LIFE INSURANCE COMPANY, a New York corporation (“Lender”), WEST BEACH STREET WATSONVILLE, LLC, a California limited liability company (“WBSW”), WEST GONZALES ROAD OXNARD, LLC, a California limited liability company (“WGRO”), and DALTON LANE WATSONVILLE, LLC, a California limited liability company (“DLW”) (hereafter referred to collectively as “Borrower”), and GLADSTONE LAND CORPORATION, a Maryland corporation as successor to Gladstone Land Corporation, a Delaware corporation (the “Guarantor”) with reference to the following recitals of fact: