0001047469-14-003479 Sample Contracts

TAX PROTECTION AGREEMENT
Tax Protection Agreement • April 7th, 2014 • Farmland Partners Inc. • Real estate investment trusts • Delaware

THIS TAX PROTECTION AGREEMENT (this “Agreement”) is made and entered into as of , 2014 by and among Farmland Partners Inc., a Maryland corporation (the “REIT”), Farmland Partners Operating Partnership, LP, a Delaware limited partnership (the “Partnership”) and the persons set forth on Schedule 1 hereof (each, a “Protected Partner” and collectively, the “Protected Partners”).

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AMENDED AND RESTATED BUSINESS LOAN AGREEMENT
Business Loan Agreement • April 7th, 2014 • Farmland Partners Inc. • Real estate investment trusts • Illinois

THIS AMENDED AND RESTATED BUSINESS LOAN AGREEMENT dated as of April , 2014 is made and executed between FARMLAND PARTNERS OPERATING PARTNERSHIP, LP, a Delaware limited partnership (“Borrower”), and FIRST MIDWEST BANK (“Lender”) on the following terms and conditions. Borrower and/or its affiliates have received prior commercial loans from Lender or has applied to Lender for a commercial loan or loans or other financial accommodations, including those which may be described on any exhibit or schedule attached to this Agreement. Borrower understands and agrees that: (A) in granting, renewing, or extending any Loan, Lender is relying upon Borrower’s representations, warranties, and agreements as set forth in this Agreement; (B) the granting, renewing, or extending of any Loan by Lender at all times shall be subject to Lender’s sole judgment and discretion; and (C) all such Loans shall be and remain subject to the terms and conditions of this Agreement.

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