ContractUnderwriting 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...GLADSTONE LAND Corp • October 14th, 2014 • 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 AGREEMENTSales 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:
SECOND AMENDED AND RESTATED ADMINISTRATION AGREEMENT BETWEEN GLADSTONE LAND CORPORATION AND GLADSTONE ADMINISTRATION, LLCAdministration 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”).
Shares of Common Stock Gladstone Land Corporation UNDERWRITING AGREEMENTUnderwriting Agreement • May 15th, 2015 • GLADSTONE LAND Corp • Real estate investment trusts • New York
AMENDED AND RESTATED DEALER MANAGER AGREEMENT 6,000,000 Shares of 6.00% Series B Cumulative Redeemable Preferred Stock —$25.00Dealer Manager Agreement • May 31st, 2018 • GLADSTONE LAND Corp • Real estate investment trusts • Virginia
Gladstone Land Corporation, a Maryland corporation (the “Company”), is offering an aggregate of 6,000,000 shares of its 6.00% Series B Cumulative Redeemable Preferred Stock, par value $0.001 per share (the “Shares”), for sale to the public (the “Offering”). Except as described in the Prospectus (as defined below) or in Section 5 hereof, the Shares are to be sold for a cash price of $25.00 per Share. This Amended and Restated Dealer Manager Agreement (this “Agreement”) supersedes and replaces the Dealer Manager Agreement, dated January 10, 2018. As of the date of this Agreement, no Shares have been sold.
FIFTH AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT BETWEEN GLADSTONE LAND CORPORATION AND GLADSTONE MANAGEMENT CORPORATIONInvestment 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 AGREEMENTUnderwriting Agreement • April 27th, 2015 • GLADSTONE LAND Corp • Real estate investment trusts • New York
DEALER MANAGER AGREEMENTDealer Manager • 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.
FIRST AMENDED AND RESTATED ADMINISTRATION AGREEMENTAdministration 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 SUBSCRIPTION ESCROW AGREEMENTSubscription 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 CORPORATIONInvestment 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”).
AGREEMENT OF LIMITED PARTNERSHIP OF GLADSTONE LAND LIMITED PARTNERSHIP DECEMBER 31, 2003Agreement • 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 AGREEMENTLoan 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”).
AGREEMENT OF PURCHASE AND SALE (Lerdo Highway Shafter CA – Phase 3)Agreement of Purchase and Sale • 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.
AGREEMENT OF PURCHASE AND SALE (Ernest and Virginia Myers — $8,656,324)Agreement of Purchase and Sale • 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”).
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”).
FIFTH AMENDMENT TO FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF GLADSTONE LAND LIMITED PARTNERSHIPPartnership Agreement • January 14th, 2021 • GLADSTONE LAND Corp • Real estate investment trusts
THIS FIFTH 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 January 13, 2021. 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, the Third Amendment and the Fourth Amendment (each as defined below), collectively, the “Partnership Agreement”).
AGREEMENT OF PURCHASE AND SALEAgreement of Purchase and Sale • 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”).
CERTAIN INFORMATION IDENTIFIED BY BRACKETED ASTERISKS ([*****]) HAS BEEN OMITTED FROM THIS EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. AGREEMENT OF PURCHASE AND SALE (Sutter Avenue Coalinga CA –...Agreement • August 7th, 2019 • GLADSTONE LAND Corp • Real estate investment trusts • California
THIRD AMENDMENT TO FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF GLADSTONE LAND LIMITED PARTNERSHIPPartnership Agreement • 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”).
FIRST AMENDMENT TO LOAN AGREEMENTLoan 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 RANCHAgreement of Purchase and Sale Brazil Ranch • 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)GLADSTONE LAND Corp • December 27th, 2012 • 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 AGREEMENTLoan 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 AGREEMENTEquity Distribution Agreement • May 18th, 2021 • GLADSTONE LAND Corp • Real estate investment trusts • New York
Execution Version CHAR1\1753723v8 AMENDED AND RESTATED PLEDGE AND SECURITY AGREEMENT among GLADSTONE LENDING COMPANY, LLC as Grantor FARMER MAC MORTGAGE SECURITIES CORPORATION, as Purchaser, and FEDERAL AGRICULTURAL MORTGAGE CORPORATION, as Collateral...Pledge and Security Agreement • December 15th, 2020 • GLADSTONE LAND Corp • Real estate investment trusts • New York
AGREEMENT OF PURCHASE AND SALEAgreement of Purchase and Sale • 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)Agreement of Purchase and Sale • 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 AGREEMENTLoan 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)GLADSTONE LAND Corp • May 14th, 2014 • 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 AGREEMENTLoan 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:
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:
