FARMLAND PARTNERS INC. (a Maryland corporation) 5,250,000 Shares of 6.00% Series B Participating Preferred Stock UNDERWRITING AGREEMENTUnderwriting Agreement • August 16th, 2017 • Farmland Partners Inc. • Real estate investment trusts • New York
INDEMNIFICATION AGREEMENTIndemnification Agreement • February 29th, 2024 • Farmland Partners Inc. • Real estate investment trusts • Maryland
This INDEMNIFICATION AGREEMENT (this “Agreement”) is entered into as of , 20 , by and among FARMLAND PARTNERS INC., a Maryland corporation (the “Company” or the “Indemnitor”) and [ ] (the “Indemnitee”). See Schedule A for a list of officers and directors who have entered into this Indemnification Agreement with the Company.
FARMLAND PARTNERS INC. EMPLOYMENT AGREEMENTEmployment Agreement • November 18th, 2016 • Farmland Partners Inc. • Real estate investment trusts • Colorado
EMPLOYMENT AGREEMENT (this “Agreement”) dated as of November 15, 2016, between Farmland Partners Inc., a Maryland corporation (the “Farmland”), and Farmland Partners Operating Partnership, LP, a Delaware limited partnership (the “Operating Partnership” and, together with Farmland, the “Company”), each with its principal place of business at 4600 S. Syracuse Street, Suite 1450, Denver, CO 80237, and Robert L. Cowan residing at the address on file with the Company (the “Employee”).
AGREEMENT AND PLAN OF MERGER AMONG FARMLAND PARTNERS INC., FARMLAND PARTNERS OPERATING PARTNERSHIP, LP,Agreement and Plan of Merger • September 12th, 2016 • Farmland Partners Inc. • Real estate investment trusts • Maryland
This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of September 12, 2016, is made by and among Farmland Partners Inc., a Maryland corporation (“Parent”), Farmland Partners Operating Partnership, LP, a Delaware limited partnership (“Parent OP”), Farmland Partners OP GP LLC, a Delaware limited liability company and the general partner of Parent OP (“Parent OP GP”), FPI Heartland LLC, a Delaware limited liability company and a direct wholly owned subsidiary of Parent (“Merger Sub”), FPI Heartland Operating Partnership, LP, a Delaware limited partnership (“Merger Partnership”) whose general partner is FPI Heartland GP LLC, a Delaware limited liability company and wholly-owned subsidiary of Parent OP (“Merger Sub GP” and, together with Parent, Merger Sub, Parent OP, Parent OP GP and Merger Partnership, the “Buyer Parties”), AMERICAN FARMLAND COMPANY, a Maryland corporation (the “Company”), and AMERICAN FARMLAND COMPANY L.P., a Delaware limited partnership whose sole general part
FARMLAND PARTNERS INC. EMPLOYMENT AGREEMENTEmployment Agreement • October 12th, 2021 • Farmland Partners Inc. • Real estate investment trusts • Colorado
This EMPLOYMENT AGREEMENT (this “Agreement”) dated as of October 9, 2021 (the “Effective Date”), is entered into between Farmland Partners Inc., a Maryland corporation (the “Farmland”), and Farmland Partners Operating Partnership, LP, a Delaware limited partnership (the “Operating Partnership” and, together with Farmland, the “Company”), each with its principal place of business at 4600 S. Syracuse Street, Suite 1450, Denver, CO 80237, and James Gilligan residing at the address on file with the Company (the “Employee”).
Farmland Partners Inc. Common Stock, $0.01 par value per share EQUITY DISTRIBUTION AGREEMENTEquity Distribution Agreement • October 29th, 2021 • Farmland Partners Inc. • Real estate investment trusts • New York
FORM OF INDEMNIFICATION AGREEMENTForm of Indemnification Agreement • March 11th, 2014 • Farmland Partners Inc. • Real estate investment trusts • Maryland
This INDEMNIFICATION AGREEMENT (this “Agreement”) is entered into as of , 2014, by and among FARMLAND PARTNERS INC., a Maryland corporation (the “Company” or the “Indemnitor”) and [ ] (the “Indemnitee”).
AMENDED AND RESTATED GUARANTY AGREEMENTGuaranty Agreement • March 1st, 2022 • Farmland Partners Inc. • Real estate investment trusts • Tennessee
THIS AMENDED AND RESTATED GUARANTY AGREEMENT (this “Guaranty”) is made as of February ___, 2022, by FARMLAND PARTNERS INC., a Maryland corporation (“Guarantor”) to and for the benefit of RUTLEDGE INVESTMENT COMPANY, a Tennessee corporation (“Lender”), and its successors and assigns.
TAX PROTECTION AGREEMENTTax Protection Agreement • April 22nd, 2014 • Farmland Partners Inc. • Real estate investment trusts • Delaware
THIS TAX PROTECTION AGREEMENT (this “Agreement”) is made and entered into as of April 16, 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”).
SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF FARMLAND PARTNERS OPERATING PARTNERSHIP, LPFarmland Partners Inc. • April 22nd, 2014 • Real estate investment trusts • Delaware
THIS SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP, dated as of April 16, 2014, (the “Agreement”) is entered into by and among Farmland Partners OP GP, LLC, a Delaware limited liability company, as the General Partner, and the Persons whose names are set forth on the Partner Registry (as hereinafter defined) as Limited Partners, together with any other Persons who become Partners in Farmland Partners Operating Partnership, LP (the “Partnership”) as provided herein.
CONSULTING AGREEMENTConsulting Agreement • April 22nd, 2014 • Farmland Partners Inc. • Real estate investment trusts • Colorado
This Consulting Agreement (this “Agreement”) is entered into as of the date of the last party to sign below by and between Farmland Partners Inc., a Maryland corporation (the “Company”), and Jesse J. Hough (“Consultant”), an individual. The Company desires to retain Consultant as an independent contractor to perform consulting services for the Company, and Consultant is willing to perform such services, on the terms described below. In consideration of the mutual promises contained herein, the parties agree as follows:
REGISTRATION RIGHTS AGREEMENT BY AND AMONG FARMLAND PARTNERS INC. AND THE HOLDERS NAMED HEREIN DATED: FEBRUARY 2, 2017Registration Rights Agreement • February 3rd, 2017 • Farmland Partners Inc. • Real estate investment trusts • Maryland
This Registration Rights Agreement (this “Agreement”) is entered into as of February 2, 2017 by and among Farmland Partners Inc., a Maryland corporation (the “Company”), and each of the holders (collectively, the “Holders” and each individually, a “Holder”) of common units of limited partnership interest in Farmland Partners Operating Partnership, LP, a Delaware limited partnership (“FPI OP”), as set forth on Exhibit A hereto.
GUARANTYFarmland Partners Inc. • October 14th, 2022 • Real estate investment trusts • New York
This guaranty is dated as of October 13, 2022, and is by FARMLAND PARTNERS INC., a Maryland corporation ("Guarantor") to and in favor of BRIGHTHOUSE LIFE INSURANCE COMPANY, a Delaware corporation ("Lender").
FARMER MAC MORTGAGE SECURITIES CORPORATION as Bond Purchaser FARMLAND PARTNERS OPERATING PARTNERSHIP, LP as Issuer FARMLAND PARTNERS INC. as Issuer’s Consolidated Parent Company FEDERAL AGRICULTURAL MORTGAGE CORPORATION as GuarantorAgvantage Bond Purchase Agreement • June 5th, 2015 • Farmland Partners Inc. • Real estate investment trusts • New York
AGRICULTURAL LEASE (Chowchilla, KG and Stella Ranch)Agricultural Lease • March 15th, 2019 • Farmland Partners Inc. • Real estate investment trusts • California
THIS AGRICULTURAL LEASE (this “Lease”) is made as of November 17, 2017, by and between Arnold (CA) LLC, a Delaware limited liability company (“Lessor”), and OLAM FARMING, INC., a Delaware corporation (“Lessee”). For convenience, Lessor and Lessee are sometimes referred to herein collectively as the “Parties” and individually as a “Party.” This Lease is made with respect to the following facts and circumstances, which the Parties affirm as true and accurate:
Registration Rights AgreementRegistration Rights Agreement • April 22nd, 2014 • Farmland Partners Inc. • Real estate investment trusts • Maryland
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of April 16, 2014 by and among FARMLAND PARTNERS INC., a Maryland corporation (the “Company”), and Pittman Hough Farms LLC, a Colorado limited liability company (the “Initial Holder”).
AMENDED AND RESTATED BUSINESS LOAN AGREEMENTBusiness Loan Agreement • April 22nd, 2014 • Farmland Partners Inc. • Real estate investment trusts • Illinois
THIS AMENDED AND RESTATED BUSINESS LOAN AGREEMENT dated as of April 16, 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.
Farmland Partners Inc. Common Stock, $0.01 par value per share EQUITY DISTRIBUTION AGREEMENTEquity Distribution Agreement • October 29th, 2021 • Farmland Partners Inc. • Real estate investment trusts • New York
SHARED SERVICES AGREEMENTShared Services Agreement • April 22nd, 2014 • Farmland Partners Inc. • Real estate investment trusts • Maryland
This SHARED SERVICES AGREEMENT (this “Agreement”) is dated as of April 16, 2014, by and among American Agriculture Corporation, a Colorado corporation (“American Agriculture”), Farmland Partners Inc., a Maryland corporation (the “REIT”), and Farmland Partners Operating Partnership, LP, a Delaware limited partnership (the “Operating Partnership,” and, together with the REIT, the “Company”).
AMENDED AND RESTATED PLEDGE AND SECURITY AGREEMENT among FARMLAND PARTNERS OPERATING PARTNERSHIP, LP, as Grantor FARMLAND PARTNERS INC., as Performance Guarantor FARMER MAC MORTGAGE SECURITIES CORPORATION, as Purchaser, and FEDERAL AGRICULTURAL...Pledge and Security Agreement • June 5th, 2015 • Farmland Partners Inc. • Real estate investment trusts • New York
THIS AMENDED AND RESTATED PLEDGE AND SECURITY AGREEMENT effective as of March 1, 2015 (this “Agreement”), between Farmland Partners Operating Partnership, LP (including its successors and permitted assigns, the “Grantor”), Farmland Partners Inc. (including its successors and permitted assigns, the “Performance Guarantor”), Farmer Mac Mortgage Securities Corporation (including its successors and permitted assigns, the “Purchaser”), which is a wholly-owned subsidiary of the Federal Agricultural Mortgage Corporation, a federally chartered instrumentality of the United States (“Farmer Mac”), and Farmer Mac, as Collateral Agent and Bond Guarantor, for the benefit of the AgVantage Bond Holders.
FARMLAND PARTNERS INC. SEPARATION AGREEMENTSeparation Agreement • April 13th, 2018 • Farmland Partners Inc. • Real estate investment trusts • Colorado
SEPARATION AGREEMENT (this “Agreement”) dated as of the date last signed below, between Farmland Partners Inc., a Maryland corporation (the “Farmland”), and Farmland Partners Operating Partnership, LP, a Delaware limited partnership (the “Operating Partnership” and, together with Farmland, the “Company”), each with its principal place of business at 4600 S. Syracuse Street, Suite 1450, Denver, CO 80237, and Robert L. Cowan residing at the address on file with the Company (the “Employee”).
GUARANTYFarmland Partners Inc. • May 10th, 2016 • Real estate investment trusts • New York
This guaranty is dated as of March 29, 2016, and is by FARMLAND PARTNERS OPERATING PARTNERSHIP, LP, a Delaware limited partnership ("Guarantor") to and in favor of METROPOLITAN LIFE INSURANCE COMPANY, a New York corporation ("Lender").
REAL ESTATE PURCHASE AGREEMENT JUSTICE FARMSReal Estate Purchase Agreement • March 3rd, 2015 • Farmland Partners Inc. • Real estate investment trusts • South Carolina
THIS REAL ESTATE PURCHASE AGREEMENT (the “Agreement”) is made and entered into as of November 13, 2014 (the “Effective Date”), by and between James C. Justice Companies, Inc. and Ten Mile Bay, LLC, with principal offices at 302 S Jefferson Street, Roanoke, VA 24011 (collectively, the “Seller”), and FPI Colorado LLC, a Delaware limited liability company with principal offices at 8670 Wolff Court, Suite 240, Westminster, CO 80031, or assigns (the “Buyer”).
AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF FARMLAND PARTNERS OPERATING PARTNERSHIP, LPFarmland Partners Inc. • March 3rd, 2016 • Real estate investment trusts • Delaware
This Amendment No. 1 to the Second Amended and Restated Agreement of Limited Partnership of Farmland Partners Operating Partnership, LP (this “Amendment”) is made as of March 2, 2016 by Farmland Partners OP GP, LLC, a Delaware limited liability company (the “General Partner”), as sole general partner of Farmland Partners Operating Partnership, LP, a Delaware limited partnership (the “Partnership”), pursuant to the authority granted to the General Partner in the Second Amended and Restated Agreement of Limited Partnership of Farmland Partners Operating Partnership, LP, dated as of April 16, 2014 (the “Partnership Agreement”), for the purpose of designating the rights and preferences of Series A Preferred Partnership Units (as defined below) and issuing additional Partnership Units in the form of Preferred Partnership Units (as defined below). Capitalized terms used and not defined herein shall have the meanings set forth in the Partnership Agreement.
AMENDMENT NO. 3 TO SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF FARMLAND PARTNERS OPERATING PARTNERSHIP, LPFarmland Partners Inc. • November 12th, 2019 • Real estate investment trusts • Delaware
This Amendment No. 3 to the Second Amended and Restated Agreement of Limited Partnership of Farmland Partners Operating Partnership, LP (this “Amendment”) is made effective as of January 1, 2018 by Farmland Partners OP GP, LLC, a Delaware limited liability company (the “General Partner”), as sole general partner of Farmland Partners Operating Partnership, LP, a Delaware limited partnership (the “Partnership”), pursuant to the authority granted to the General Partner in the Second Amended and Restated Agreement of Limited Partnership of Farmland Partners Operating Partnership, LP, dated as of April 16, 2014 (as amended, the “Partnership Agreement”), for the purpose of designating the partnership representative for taxable years of the Partnership that begin after December 31, 2017. Capitalized terms used and not defined herein shall have the meanings set forth in the Partnership Agreement.
REPRESENTATION, WARRANTY AND INDEMNITY AGREEMENTRepresentation, Warranty and Indemnity Agreement • March 24th, 2014 • Farmland Partners Inc. • Real estate investment trusts • Delaware
This REPRESENTATION, WARRANTY AND INDEMNITY AGREEMENT (this “Agreement”) is made and entered into as of March 24, 2014, and is effective as of the Closing Date (as defined herein), by and among Farmland Partners Inc., a Maryland corporation (the “REIT”), Farmland Partners Operating Partnership, LP, a Delaware limited partnership and a subsidiary of the REIT (the “Operating Partnership,” and collectively with the REIT, the “Acquirer”), Paul A. Pittman (“Pittman”) and Jesse J. Hough (“Hough” and, together with Pittman, the “Indemnifying Parties”). Capitalized terms used but not elsewhere defined in this Agreement shall have the meaning ascribed to such terms in Section 4.2 hereof.
CONTRIBUTION AGREEMENTContribution Agreement • November 12th, 2015 • Farmland Partners Inc. • Real estate investment trusts • Illinois
This CONTRIBUTION AGREEMENT (the “Agreement”) is made and entered into as of November 9, 2015 (the “Effective Date”), by and among Forsythe Family Farms, Inc., Gerald R. Forsythe, Forsythe-Fournier Farms, LLC (to become Marsha Forsythe Farms, LLC), Forsythe-Fawcett Farms, LLC, Forsythe-Bernadette Farms, LLC, Forsythe Land Company, Forsythe Family Farms, L.P., Forsythe Family Farms II, L.P., and Forsythe-Breslow Farms, LLC (collectively, the “Contributor”), and FPI Illinois I LLC, a Delaware limited liability company and a wholly owned subsidiary of the Operating Partnership, and FPI Illinois II LLC, a Delaware limited liability company and a wholly owned subsidiary of the Operating Partnership (collectively with FPI Illinois I LLC, the “Recipient”) and Farmland Partners Inc., a Maryland corporation (the “REIT”), Farmland Partners Operating Partnership, LP, a Delaware limited partnership (the “Operating Partnership”, and together with the REIT and the Recipient, the “Recipient Parties”)
FIRST AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • March 1st, 2022 • Farmland Partners Inc. • Real estate investment trusts
This First Amendment to the Amended and Restated Employment Agreement (the "Amendment") dated effective as of October 9, 2021 (the "Execution Date"), is made and entered into by and between Farmland Partners Inc., a Maryland corporation (the “Farmland”), and Farmland Partners Operating Partnership, LP, a Delaware limited partnership (the “Operating Partnership” and, together with Farmland, the “Company”), each with its principal place of business at 4600 S. Syracuse Street, Suite 1450, Denver, CO 80237, and Luca Fabbri residing at the address on file with the Company (the “Employee”).
FIRST AMENDMENT TO THE CONSULTING AGREEMENTConsulting Agreement • May 8th, 2015 • Farmland Partners Inc. • Real estate investment trusts
THIS FIRST AMENDMENT TO THE CONSULTING AGREEMENT (this “Amendment”) is made and entered into as of April 16, 2015 by and between Farmland Partners Inc., a Maryland corporation (the “Company”), and Jesse J. Hough, an individual (the “Consultant”).
AMENDMENT NO. 2 TO SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF FARMLAND PARTNERS OPERATING PARTNERSHIP, LPFarmland Partners Inc. • August 16th, 2017 • Real estate investment trusts • Delaware
This Amendment No. 2 to the Second Amended and Restated Agreement of Limited Partnership of Farmland Partners Operating Partnership, LP (this “Amendment”) is made as of August 16, 2017 by Farmland Partners OP GP, LLC, a Delaware limited liability company (the “General Partner”), as sole general partner of Farmland Partners Operating Partnership, LP, a Delaware limited partnership (the “Partnership”), pursuant to the authority granted to the General Partner in the Second Amended and Restated Agreement of Limited Partnership of Farmland Partners Operating Partnership, LP, dated as of April 16, 2014 (as amended, the “Partnership Agreement”), for the purpose of designating the rights and preferences of Series B Participating Preferred Partnership Units (as defined below) and issuing additional Partnership Units in the form of Preferred Partnership Units (as defined below). Capitalized terms used and not defined herein shall have the meanings set forth in the Partnership Agreement.
AMENDED, RESTATED AND CONSOLIDATED LOAN AGREEMENTAnd Consolidated Loan Agreement • March 1st, 2022 • Farmland Partners Inc. • Real estate investment trusts • Tennessee
This Amended, Restated and Consolidated Loan Agreement (this “Agreement”) is entered into as of this ____ day of February, 2022, by and among AMERICAN FARMLAND COMPANY L.P., a Delaware limited partnership, (“Borrower”), whose address is 4600 S. Syracuse Street, Suite 1450, Denver, Colorado 80237, FARMLAND PARTNERS, INC., a Maryland corporation, FARMLAND PARTNERS OPERATING PARTNERSHIP, L.P., a Delaware limited partnership (“Guarantors”), whose addresses are 4600 S. Syracuse Street, Suite 1450, Denver, Colorado 80237, and RUTLEDGE INVESTMENT COMPANY, a Tennessee corporation, (“Lender”), whose address, for purposes of this Agreement, is 5160 Sanderlin Avenue, Suite One, Memphis, Tennessee 38117.
SECOND AMENDMENT TO LOAN AGREEMENTSLoan Agreements • February 3rd, 2017 • Farmland Partners Inc. • Real estate investment trusts • Tennessee
This Second Amendment to Loan Agreements (“Amendment”) is entered into as of this 3rd day of February, 2017, by and between AMERICAN FARMLAND COMPANY L.P., a Delaware limited partnership, (“Borrower”) and RUTLEDGE INVESTMENT COMPANY, a Tennessee corporation (“Lender”).
AMENDMENT NO. 2 TO AMENDED AND RESTATED AGVANTAGE BOND PURCHASE AGREEMENTAgvantage Bond Purchase Agreement • February 23rd, 2017 • Farmland Partners Inc. • Real estate investment trusts • New York
This Amendment No. 2 (the “Amendment”) to the Amended and Restated AgVantage Bond Purchase Agreement, dated as of March 1, 2015, as amended by Amendment No. 1 dated June 2, 2015 (the “Bond Purchase Agreement”), among FARMER MAC MORTGAGE SECURITIES CORPORATION (the “Purchaser”), a wholly owned subsidiary of FEDERAL AGRICULTURAL MORTGAGE CORPORATION, a federally-chartered instrumentality of the United States and an institution of the Farm Credit System (“Farmer Mac” or the “Guarantor”); FARMLAND PARTNERS OPERATING PARTNERSHIP, LP, a Delaware limited partnership (“Issuer”); FARMLAND PARTNERS INC., a Maryland corporation, and the consolidated parent company of the Issuer (the “REIT”); and Farmer Mac, as Guarantor, is dated August 3, 2015 (the “Amendment Effective Date”). Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to them in the Bond Purchase Agreement.
Farmland Partners Inc. Common Stock, $0.01 par value per share EQUITY DISTRIBUTION AGREEMENT Dated: October 29, 2021Farmland Partners Inc. • October 29th, 2021 • Real estate investment trusts • New York
MASTER REAL ESTATE PURCHASE AGREEMENTMaster Real Estate Purchase Agreement • March 19th, 2021 • Farmland Partners Inc. • Real estate investment trusts • Delaware
This Master Real Estate Purchase Agreement (this “Agreement”) is entered into as of the 20th day of January, 2021 (the “Effective Date”), by and between Farmland Partners Operating Partnership, LP, a Delaware limited partnership, located at 4600 S. Syracuse St., Suite 1450, Denver, CO 80237 (“FPI”), and FPI, on behalf of each of the Sellers set forth on Attachment A (each a “Seller” and collectively the “Sellers”), and Promised Land Opportunity Zone Farms I, LLC, a Delaware limited liability company, located at 2112 W. Galena Blvd., Ste. 8-437, Aurora, IL 60506 (“Buyer”).
