GLADSTONE LAND CORPORATION [Ÿ] Shares Common Stock Underwriting AgreementUnderwriting 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
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”).
SEVENTH AMENDMENT TO LOAN AGREEMENT (EXTENSION OF DISBURSEMENT PERIOD)Loan Agreement • December 27th, 2012 • GLADSTONE LAND Corp • Real estate investment trusts
This Seventh Amendment to Loan Agreement (this “Amendment”) is made to be effective as of December 14, 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 “Borrowers”), 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 PROMISSORY NOTE (FIFTH DISBURSEMENT)Promissory Note • December 27th, 2012 • GLADSTONE LAND Corp • Real estate investment trusts • California
This Fourth Amendment to Promissory Note (the “Fourth Amendment”) is made and entered into as of September 5, 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”), 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, jointly and severally as “Borrower”), and METROPOLITAN LIFE INSURANCE COMPANY, a New York corporation (hereafter referred to as “Lender”).
SECOND AMENDMENT TO PROMISSORY NOTEPromissory Note • December 27th, 2012 • GLADSTONE LAND Corp • Real estate investment trusts
This Second Amendment to Promissory Note (the “Second Amendment”) is made and entered into as of July 5, 2011, by and between 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 METROPOLITAN LIFE INSURANCE COMPANY, a New York corporation (hereafter referred to as “Lender”).
FIRST AMENDMENT TO PROMISSORY NOTEPromissory Note • December 27th, 2012 • GLADSTONE LAND Corp • Real estate investment trusts
This First Amendment to Promissory Note (the “First Amendment”) is made and entered into as of February 3, 2011, by and between 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 METROPOLITAN LIFE INSURANCE COMPANY, a New York corporation (hereafter referred to as “Lender”).
PROMISSORY NOTEPromissory Note • December 27th, 2012 • GLADSTONE LAND Corp • Real estate investment trusts
For Value Received, WEST BEACH STREET WATSONVILLE, LLC, a California limited liability company (the “Borrower”), hereby promise to pay to the order of the METROPOLITAN LIFE INSURANCE COMPANY,.1 New York corporation, at 8717 W. 110th Street, Suite 700, Overland Park, Kansas 66210, or such other address as the holder of this Note may designate (“Lender”), the principal sum of up to Forty-Five Million Two Hundred Thousand Dollars ($45,200,000), 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 interest rate or rates 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 or payment.
