0001193125-12-448828 Sample Contracts

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

This Second Amended and Restated Administration Agreement (this “Agreement”) is made as of , 2012 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”).

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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”).

AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT BETWEEN GLADSTONE LAND CORPORATION AND GLADSTONE MANAGEMENT CORPORATION
Investment Advisory Agreement • November 2nd, 2012 • GLADSTONE LAND Corp • Real estate investment trusts • Delaware

Agreement made this day of , 2012, by and between Gladstone Land Corporation, a Maryland corporation (the “Company”), and Gladstone Management Corporation, a Delaware corporation (the “Adviser”).

AGREEMENT OF LIMITED PARTNERSHIP OF GLADSTONE LAND LIMITED PARTNERSHIP DECEMBER 31, 2003
Agreement • November 2nd, 2012 • GLADSTONE LAND Corp • Real estate investment trusts • Delaware

This Agreement of Limited Partnership (this “AGREEMENT”) is entered into effective as of this 31st day of December 2003, by and among Gladstone Land Corporation, a Virginia corporation (the “GENERAL PARTNER”), Gladstone Land Partners, LLC, a Delaware limited liability company (the “ORIGINAL LIMITED PARTNER”), and the Limited Partner(s) set forth or which may, in the future, be set forth on Exhibit A hereto, as amended from time to time, with respect to Gladstone Land Limited Partnership (the “PARTNERSHIP”), a limited partnership formed under the laws of the State of Delaware, pursuant to a Certificate of Limited Partnership filed with the Office of the Secretary of State of the State of Delaware effective as of December 31, 2003.

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

This Loan Guaranty Agreement (“Guaranty”), dated as of the 30th day of December, 2010, 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”).

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:

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

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:

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 $45,200,000.00 (the “Loan”), from METROPOLITAN LIFE INSURANCE COMPANY, a New York corporation (the “Lender”), to WEST BEACH STREET WATSONVILLE, LLC, a California limited liability company (the “Borrower”), evidenced by a promissory note of even date herewith (the “Note”). The Loan and the Note are secured by a deed of trust (as amended or modified from time to time, the “Deed of Trust”) of even date herewith executed by Borrower for the benefit of Lender encumbering certain real and personal property situated in Santa Cruz County, California (the “Property”), commonly referred to as the “Trafton Ranch” as more particularly described in the Deed of Trust; and any additional documents required by Lender (the “Security Documents”).

INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • November 2nd, 2012 • GLADSTONE LAND Corp • Real estate investment trusts • Virginia

THIS INVESTMENT ADVISORY AGREEMENT (this “Agreement”) is entered into and made effective as of the 1st day of November, 2004 by and between GLADSTONE LAND CORPORATION, a Delaware corporation (the “Company”), and GLADSTONE MANAGEMENT CORPORATION, a Delaware corporation (the “Adviser”).

FIRST AMENDMENT OF AGREEMENT OF LIMITED PARTNERSHIP OF GLADSTONE LAND LIMITED PARTNERSHIP
Exchange Agreement • November 2nd, 2012 • GLADSTONE LAND Corp • Real estate investment trusts • Delaware

THIS FIRST AMENDMENT OF AGREEMENT OF LIMITED PARTNERSHIP (the “Agreement”), is entered into as of October 20, 2004, by and between GLADSTONE LAND CORPORATION, a Delaware corporation (the “Corporation”), and GLADSTONE LAND PARTNERS, LLC, a Delaware limited liability company (“GLP”).

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

This First Amendment to Loan Agreement (this “Amendment”) is made this 3rd day of February, 2011, by and among METROPOLITAN LIFE INSURANCE COMPANY, a New York corporation (“Lender”), WEST BEACH STREET WATSONVILLE, LLC, a California limited liability company (“WBSW”) and WEST GONZALES ROAD OXNARD, LLC, a California limited liability company (“WGRO”) (hereafter referred to collectively as “Borrower”), and GLADSTONE LAND CORPORATION, a Delaware corporation (the “Guarantor”) with reference to the following recitals of fact:

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

This Sixth Amendment to Loan Agreement (this “Amendment”) is made this 5th day of September, 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”), KEYSVILLE ROAD PLANT CITY, LLC, a Florida limited liability company (“KRPC”), COLDING LOOP ROAD WIMAUMA, LLC, a Florida limited liability company (“CLRW”), and TRAPNELL ROAD PLANT CITY, LLC, a Florida limited liability company (“TRPC”) (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 LOAN AGREEMENT
Loan Agreement • November 2nd, 2012 • GLADSTONE LAND Corp • Real estate investment trusts

This Third Amendment to Loan Agreement (this “Amendment”) is made this 15th day of December, 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:

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

This Fourth Amendment to Loan Agreement (this “Amendment”) is made this 3rd day of April, 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:

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