REAL ESTATE PURCHASE AGREEMENT JUSTICE FARMS

Exhibit 10.26

REAL ESTATE PURCHASE AGREEMENT

JUSTICE FARMS

THIS REAL ESTATE PURCHASE AGREEMENT (the “Agreement”) is made and entered into as of November 13,  2014 (the “Effective Date”), by and between Xxxxx X. Xxxxxxx Companies, Inc. and Ten Mile Bay, LLC, with principal offices at 000 X Xxxxxxxxx Xxxxxx, Xxxxxxx, XX 00000 (collectively, the “Seller”), and FPI Colorado LLC, a Delaware limited liability company with principal offices at 0000 Xxxxx Xxxxx, Xxxxx 000, Xxxxxxxxxxx, XX 00000,  or assigns (the “Buyer”).

W I T N E S S E T H:

WHEREAS, the Seller has, subject to the terms and conditions enumerated herein, agreed to sell, and the Buyer has agreed to purchase, approximately 6,819 acres of farmland real estate, of which 5,109 acres are tillable, in Xxxxxx County, Xxx County, Clarendon County, and Sumter County, all of which are in South Carolina. The seven farms are more particularly described in Exhibit A attached hereto (the “Real Estate”) and the Additional Interests, as defined below.

NOW THEREFORE, in consideration of the covenants and agreements herein contained and other valuable consideration, the sufficiency and receipt of which is hereby acknowledged, the parties hereto, intending to be legally bound, covenant and agree as follows:

1. SALE AND PURCHASE.  Seller does hereby covenant and agree to sell and convey the Real Estate,  together with all improvements, including but not limited to, all buildings, scales, pivots, electric irrigation motors, pumps, gearheads, submersible pumps, generators, underground pipes and all other related irrigation equipment, all water rights,  all mineral rights, all timber rights (with the exception of the current Maidendown timber contract harvested prior to closing),  all development rights, all conservation easements, all leases, appurtenances and hereditaments, as well as title and interest to easements and rights-of-way, now located thereon or attached thereto (collectively, the “Additional Interests” and, hereafter, the Real Estate and the Additional Interests shall be referred to as the “Property”) by good and sufficient general warranty deed, to Buyer, or to such entity as Buyer may designate provided that such entity is owned by Buyer or Buyer’s parent company and provided further that Buyer shall not be released from any of Buyer’s agreements and undertakings as set forth herein; and Buyer covenants and agrees to purchase and accept Property on the terms provided for herein.

2. PRICE.  The price at which Seller will sell, and Buyer will purchase, the Property shall be $28,000,000 (the “Purchase Price”), payable by wire transfer at Closing (as defined below).

3. XXXXXXX MONEY.  Xxxxxxx money shall be $250,000 (the “Xxxxxxx Money”).  The Xxxxxxx Money shall be deposited within five (5) business days of the Effective Date with, and shall be held by Xxxxxx Xxxxxx of Xxxxxx & Xxxxx, LLC, with principal offices at 000 X Xxxxxxx Xxxxxx, Xxxxxx, XX 00000,  as escrow agent hereunder (the “Escrow Agent”), for delivery to Seller at the time of closing or as otherwise provided for in this Agreement.

4. TITLE TO PROPERTY. Seller shall convey good, marketable and insurable fee simple title to the Property (with the exception of the mineral rights, which shall be conveyed via general warranty deed) to Buyer free and clear of all liens and encumbrances, subject only to Permitted Title Exceptions (as defined below).  Within twenty-one (21) days after the Effective Date, Seller shall, at Buyer’s expense, furnish to Buyer a commitment to issue an ALTA title insurance policy in the amount of the Purchase Price prepared by a fully insured and bonded title company regularly doing business in the State of South Carolina (the “Title Company”).  Permissible exceptions to title shall include only those that are acceptable to Buyer.  If title evidence discloses exceptions not acceptable to Buyer,  Buyer shall give

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written notice of such exceptions to Seller within ten (10) days from Buyer’s receipt of the title commitment (the “Title Objections”). Seller shall have until the time set for the Closing to remove the Title Objections from the title commitment. If Seller is unable to cure any such Title Objection(s), then Buyer shall have the option to terminate this Agreement by delivering written notice to Seller by the time set for the Closing, in which case neither party shall have any further obligation or liability under this Agreement.  If Buyer closes on the purchase of the Property and not all Title Objections have been removed from the title commitment at the Closing, then said unremoved Title Objections, collectively with any additional exceptions listed on Schedule B-2 of the title commitment and/or any other exceptions to the coverage described on the title commitment shall be deemed to be have been accepted by Buyer (collectively said unremoved Title Objections and additional exceptions are hereafter referred to as the “Permitted Title Exceptions”).

5. INSPECTION PERIOD CANCELLATION.  Buyer shall have the right to inspect the Property in all respects and perform its general due diligence responsibilities for thirty-nine (39) days after the Effective Date (the “Inspection Period”).  If such inspection and examination of the Property and related issues, including but not limited to, farm leases, survey, title work, environmental issues, soil tests and borings, is not satisfactory to Buyer,  Buyer may, in its sole discretion, cancel this Agreement upon written notice to Seller within the Inspection Period, and in such event the Xxxxxxx Money shall be returned to Buyer and neither party will have any further obligation or liability under this Agreement.  If Buyer fails to notify Seller of its election to terminate this Agreement on or before the expiration of the Inspection Period, Buyer shall be deemed conclusively to have waived its right to terminate this Agreement pursuant to this Section 5.  Seller agrees to cooperate reasonably with any such investigations, inspections or studies made by or at Buyer’s direction.  Buyer agrees to defend, indemnify and hold harmless Seller from any damage (including crop damage) or injury to persons or property that arise from Buyer’s inspections, and Buyer agrees to repair and/or reimburse, at its sole cost and expense, any damage (including crop damage) to the Property caused by such entry.

6. APPRAISAL CONTINGENCY.  This Agreement is contingent upon Buyer obtaining from an reputable farmland appraiser, certified in the state where the Real Estate is located, experienced in farmland appraisals  according to the Federal Agricultural Mortgage Corporation’s requirements, and acceptable to Buyer, an appraisal (the “Appraisal”) valuing the Real Estate at no less than the Purchase Price. If Buyer has been unable to obtain such an Appraisal,  and Buyer serves written notice of such circumstance to Seller within the Inspection Period, Buyer shall have the right to unilaterally terminate this Agreement by serving written notice to Seller within the Inspection Period. In case of termination of the Agreement pursuant to this Section 6,  the Xxxxxxx Money shall be returned to Buyer and neither party shall have any further obligation or liability under this Agreement. Seller shall provide copies of any appraisals on the Real Estate prepared in the last 12 months.

7. CONDITIONS PRECEDENT.  In addition to other conditions set forth in this Agreement, including those related to inspection of the Property, Buyer’s obligation to purchase the Property shall be subject to and contingent upon the following conditions precedent, any or all of which Buyer may waive by written notice only:

(a) No Adverse Conditions.  There shall be no material adverse change in the condition of, or affecting, the Property or Seller not caused by Buyer between the Effective Date and Closing.

(b) Representations and Warranties.  Seller’s representations and warranties contained herein are ongoing through the date of and shall be true and correct as of the date of Closing.  Seller shall immediately notify Buyer of any change whatsoever in said representations and warranties and, upon such notice, Buyer may terminate this agreement by delivering written notice to Seller within ten (10) business days of Buyer’s receipt of such notice; if no such

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termination notice is provided to Seller, then Buyer shall be deemed to have waived its termination right with respect to the condition(s) identified in such notice.

(c) Government Documents.  Seller agrees to provide, within ten  (10) days of the Effective Date, or as soon as practicable after Buyer’s request in the case of documents requested by Buyer pursuant to (iv) below, the following documentation relating to the Property to the extent that such documentation is in Seller’s possession or within its reasonable control to obtain: (i) Farm Service Agency maps and Abbreviated 156 Farm Records, (ii) well permits,  (iii) real property tax invoices, (iv) any surveys of the Real Estate available to Seller, and (v) any other relevant business, governmental or regulatory documents that Buyer requests during the Inspection Period. Seller shall also execute all relevant releases, which would allow Buyer to obtain any reasonable information which is not within the reasonable control of Seller.

(d) Easements/Access. Buyer shall be satisfied that all easements necessary, if any, to serve the Property, including, but not limited to, satisfactory ingress and egress, are in existence.  Buyer shall be deemed to have waived this contingency if Buyer does not terminate this Agreement within the Inspection Period.

(e) Rental Agreement. Seller agrees to enter into the lease agreement attached as Exhibit B (the “Turbeville Lease”). The Turbeville Lease will provide for an annual payment of $746,147 for 2015, 2016 and 2017, but can be terminated earlier by the Buyer. The executed Turbeville Lease, together with any payments provided for therein as due upon execution of the Turbeville Lease, shall be delivered by Seller and signed by Buyer five (5) days after the Effective Date.

(f) Cancellation.  If any of the foregoing conditions precedent is not satisfied or waived in writing by Buyer,  Buyer may, but shall not be obligated to, elect, at its option, by written notice to Seller prior to the earlier of the time set for Closing or the specific deadline (as applicable) described within this Section 7, to terminate this Agreement, in which event the Xxxxxxx Money shall be returned to Buyer and the parties hereto shall have no further obligation or liability hereunder.

8. DATE AND PLACE OF CLOSING.  Closing shall take place upon Buyer’s notification to Seller that all conditions enumerated in this Agreement have been satisfied or waived by Buyer (the “Closing”). Subject to the aforesaid notification, Closing shall take place on or before December 22, 2014 at 11:00 o’clock A.M.,  Eastern Time, at the office of Xxxxxx Xxxxxx, located at 000 X Xxxxxxx Xx, Xxxxxx, XX 00000,  or at such other time and place as otherwise agreed to by Seller and Buyer.

9. REAL ESTATE COMMISSION. Any real estate commission attributable to, or associated with, the sale of the Property herein incurred by Seller shall be paid by Seller at closing. Any real estate commission attributable to, or associated with, the sale of the Property herein incurred by Buyer shall be paid by Buyer at closing.  Seller to pay 1.0% commission to Xxxxx and Xxxxx Ranch Company,  Percival Land & Timber Consultants, Inc., and X. X. Xxxxxxxxxx Company.  Seller and Buyer shall indemnify and hold harmless the other from any and all other claims for real estate fees or brokerage commissions arising from sale of the Property.

10. CLOSING EXPENSES AND PRORATIONS.

(a) Seller shall pay for the cost of the title commitment for the amount of the Purchase Price issued pursuant to said title commitment on the Property, all transfer taxes, escrow/closing fees charged by the Title Company, the cost of releasing any mortgages or encumbrances on the Property, including the recording of the releases of all such mortgages and encumbrances, and Seller’s attorney’s fees and expenses (including preparation of the warranty deed and all other transfer documents).

(b) Buyer shall pay for the Buyer’s attorney’s fees and expenses.

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(c) All real estate taxes (including special district levies and fees) accruing through the date of Closing shall be prorated as of Closing and shall be paid by Seller, either as a credit to Buyer or as a cash payment to Buyer.  All real estate taxes accruing after the date of Closing shall be the responsibility of Buyer, except as provided by the Lease Agreement.

(d) All other costs of the Closing shall be paid by the party that incurs the expense.

11. REPRESENTATIONS, WARRANTIES, COVENANTS AND STIPULATIONS OF SELLER.

(a) Authority.  Seller covenants and warrants to Buyer, its successors and assigns, that Seller has full right and lawful authority to enter into this Agreement and no other parties have any right or ownership in or to the Property; provided, however, that Seller makes no representations or warranties with respect to any ownership rights to mineral, oil, and/or gas rights other than it has not sold, leased or otherwise transferred or committed to transfer any such rights.

(b) Possession.  At Closing, possession of the Property will be delivered to Buyer, free of all contracts, except for Permitted Title Exceptions and the Lease Agreement.

(c) No New Encumbrances.  From and after the Effective Date until Closing, Seller shall not convey any portion of the Property or any rights therein, or enter into any lease, license, conveyance, security document, easement or other agreement, or amend any lease or existing agreement granting to a third party (i.e., a non-affiliate) any rights with respect to the Property or any part thereof, or any interest whatsoever therein, without Buyer’s prior written consent.

(d) No Rights to Third Parties. With the exception of Permitted Exceptions and the lease agreement attached as Exhibit B hereto, no person or entity, other than Buyer, has any right, agreement, commitment, option, right of first refusal or any other agreement, whether oral or written, with respect to the sale, assignment or transfer of all or any portion of the Property.  Furthermore, from the Effective Date until Closing or the termination of this Agreement, Seller shall neither enter into nor solicit from or negotiate with any third party with respect to the sale, assignment or transfer of all or any portion of the Property.

(e) Environmental. To the knowledge of the Seller, there are no pending or threatened actions relating to any environmental law, there are no events or circumstances that would require clean-up or remediation, and there are no underground storage tanks situated upon the Property, except as set forth on the attached Schedule 11(e), which is hereby incorporated into and made a part of this Agreement.  The foregoing representations and warranties shall survive the Closing for a period of five (5) years and shall not merge in the deed of conveyance.

(f) Foreign Person. Seller is not a foreign person within the meaning of Section 1445(f)(3) of the Internal Revenue Code, and no portion of the purchase price is required to be withheld by Buyer pursuant to Section 1445 of such Code and the regulations promulgated.  Upon Buyer’s request, Seller shall provide Buyer with written verification and certification that payments to Seller are not subject to withholding by Buyer.

12. REPRESENTATIONS, WARRANTIES AND CONVENANTS OF BUYER.  Buyer warrants and represents to Seller that it has, and at Closing will have, all requisite power and authority to execute and deliver this Agreement and to consummate the transactions contemplated herein pursuant to the terms and conditions of this Agreement.

13. DEFAULT AND REMEDIES.  In the event any party hereto shall fail to pay, perform or observe any of the covenants and conditions undertaken by it herein to be paid, performed or observed, then such party shall be deemed to be in default with respect hereto.  In the event of a default by Seller, Buyer shall have the right, following ten (10) days prior written notice to Seller during which period Seller has failed to cure such default, in addition to other remedies available at law or in equity, to:  (a) require Seller to

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perform all of its obligations hereunder including specifically its obligation to convey the Property to Buyer, (b) recover all Xxxxxxx Money if Buyer does not elect to pursue the remedy of specific performance, and (c) recover damages, including expenses incurred by Buyer, as a result of the default.  In the event of a default by Buyer, Seller shall have the right to declare this Agreement canceled and, upon such election Seller shall retain the Xxxxxxx Money as liquidated damages as its sole remedy.

14. TAX-DEFERRED EXCHANGE. In the event Buyer or Seller desires to effect a tax-deferred  exchange  in connection with the conveyance  of the Property, Buyer and Seller agree to cooperate  in effecting such exchange;  provided,  however, that the exchanging party shall be responsible  for all additional  costs associated  with such exchange,  and provided  further, that a non-exchanging party shall not assume  any additional  liability  with respect  to such tax-deferred  exchange.  Buyer and Seller shall execute such additional documents, including assignment of this contract in connection therewith, at no cost to the non-exchanging party, as shall be required to give effect to this provision.

15. POSSESSION. Possession will be granted at closing. Possession, including all means of access to the Property (keys, codes, garage door openers, etc.), shall be delivered upon Closing.

16. HUNTING LEASES. All hunting leases are to be terminated prior to closing.

17. Mineral Rights, Timber Rights, Water Rights, Development Rights, Conservation Easements and Leases. This is a “Fee Simple” offer to include all of the Seller’s right, title and interest in and to the improvements and modifications, additions, restorations, repairs and replacements thereof; and all right, title, and interest of the Seller in and to all appurtenances, easements, rights of way, roads, appurtenances, subsurface and surface mineral rights to include mineral leases, timber, timber rights, water rights, development rights and leases. This property must be free of all conservation easements, except for 264 acres on the Turbeville Farm. 

18. NOTICES.  All notices, demands, requests, consents, certificates and waivers from either party to the other shall be in writing and sent by United States registered mail, return receipt requested, postage prepaid, or via e-mail,  addressed as follows:

If to Seller:	Xxxxx X. Xxxxxxx Companies, Inc.
	attn. Xxxxx Xxxxxxx
	000 X Xxxxxxxxx Xxxxxx
	Xxxxxxx,  XX 00000
If to Buyer:	FPI Colorado LLC
	attn. Xxxx Xxxxxx
	0000 Xxxxx Xxxxx, Xxxxx 000
	Xxxxxxxxxxx, XX 00000
	xxxx@xxxxxxxxxxxxxxxx.xxx

or to such other address or email address as the party to receive the notice, demand, request, consent, certificate or waiver may hereafter designate in writing to the other.  All notices, demands, requests, consents, certificates and waivers shall be deemed to be given when sent via email, or on the third business day after being deposited in the United States mail as aforesaid, whichever occurs first.

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19. MISCELLANEOUS.

(a) No Waiver.  No waiver of any covenant or condition contained in this Agreement or of any breach of any such covenant or condition shall constitute a waiver of any subsequent breach of such covenant or condition by either party, or justify or authorize the nonobservance on any other occasion of the same or any other covenant or condition hereof of either party, nor shall any forbearance by either party to seek a remedy for any breach constitute a waiver with respect to such or any subsequent breach.

(b) Successors.  Except as otherwise provided in this Agreement, the covenants, conditions and agreement contained herein shall bind and insure to the benefit of Seller and Buyer and their respective heirs, personal representatives, successors and assigns.

(c) Captions.  The captions in this Agreement are for convenience only and are not a part of this Agreement and do not in any way define, limit or describe or amplify the terms and provisions or the scope or intent hereof.

(d) Entire Agreement Interpretation.  This Agreement represents the entire agreement between the parties hereto and there are no collateral or oral agreements or understandings.  The masculine (or neuter) pronoun shall include the masculine, feminine and neuter genders, and the singular number shall include the plural number and vice versa.

(e) Amendment.  This Agreement shall not be amended or modified in any manner except by an instrument in writing executed by the parties.

(f) Governing Law.  This instrument shall be governed by and constructed in accordance with the laws of the State of South Carolina.

(g) Attorneys’ Fees/Expenses.  In the event any dispute between the parties results in litigation or either party is required to retain legal counsel to enforce the provisions hereof, then the prevailing party shall be entitled to recover from the other any and all attorneys’ fees and expenses resulting therefrom.

(h) Time of the Essence. Time shall be of the essence in this Agreement.

(i) Effective Date.  This contract shall be effective on the Effective Date.

(j) Counterparts and Copies.  This Agreement may be executed in one or more counterpart signature pages (including via email in PDF format or other electronic counterpart signature pages), each of which shall be deemed an original, and all of which together shall constitute one and the same instrument.

(k) Construction.  The language used in this Agreement shall be deemed to be the language approved by all parties to this Agreement to express their mutual intent, and no rule of strict construction shall be applied against any party.

(l) Severability.  Each party agrees that it will perform its obligations hereunder in accordance with all applicable laws, rules and regulations now or hereafter in effect.  If any term or provision of this Agreement shall be found to be wholly illegal or unenforceable, the remainder of this Agreement shall be given full effect as if such provision were stricken.  In the event any term or provision of this Agreement shall be held overbroad in any respect, then such term or provision shall be narrowed, modified or limited by a court only to the extent necessary to make such provision or term enforceable while effectuating the intent of the parties herein expressed.

(m) Access to Information.  Up to and following Closing, Seller shall provide Buyer with reasonable access to such business records specific to the Property and to the financial condition of the Seller and Seller’s parent company and shall perform such actions pertaining to the Property when requested by Buyer, including but not limited to, any records or actions reasonably requested by Buyer (1) to satisfy its obligations with respect to the Farm Service Agency, (2) to assist with filings with the United States Securities and Exchange Commission, including any cooperation required by Buyer’s auditors and counsel in relation

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to and with such filings, and (3) to fulfill any inquiry or inquiries which Buyer in its reasonable discretion deems necessary hereunder.

(n) Houses on Turbeville and Ten Mile Bay Tracts. Seller will terminate agreements with tenants in the houses on the Turbeville tract and Ten Mile Bay tracts and have the respective tenants accept termination before closing. Tenants of the Xxxxxxxxxxx and Ten Mile Bay houses will have until January 31st to vacate the premises.

20. ADDITIONAL PROVISIONS.

(a) Repurchase Option Deadline. On the third anniversary of this Agreement (the "Repurchase Option Deadline") Seller shall have the option to repurchase the Property (the "Repurchase Option") for a total consideration (the "Repurchase Price") equal to the sum of: (a) Purchase Price x 1.157625; (b) the price paid by Buyer for any improvements x 1.10; and (c) a sum equal to 15 times the annual rental income in excess of $1,400,000. Failure of the Seller to comply with any term of this Agreement or the Turbeville Lease will immediately terminate the Repurchase Option.

The decision to exercise the Repurchase Option shall be communicated to Buyer no later than six months prior to the Repurchase Option Deadline. Buyer shall then have 30 days to give Seller an estimate of the Repurchase Price, after which notification within ten (10) days Seller shall make a non-refundable down payment equal to 15% of the estimated Repurchase Price.

Failure by Buyer to comply with any of the terms of this Section 20 shall be deemed a failure to exercise the Repurchase Option.

(b) Expiration of Offer. Offer outstanding until November 13, 2014 at 5:00 o’clock P.M., Eastern Time.

(c) Board Approval. This Agreement is subject to the approval of the Board of Directors of Buyer's parent company, Farmland Partners Inc. If such approval is not obtained within three (3) business days of the Effective Date this Agreement shall be deemed null and void.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first written above:

BUYER:			SELLER:
FPI Colorado LLC			Xxxxx X. Xxxxxxx Companies, Inc.
By:	/s/ Xxxx X. Xxxxxxx		By:	/s/ Xxxxx X. Xxxxxxx
Date:	November 13, 2014		Date:	November 13, 2014

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