EX-10.4






Exhibit 10.4




CONTRIBUTION AGREEMENT

(Mountain Valley Produce, LLC — $6,072,500)




This CONTRIBUTION AGREEMENT (the “Agreement”) is made and entered into as of February
17, 2016 (the “Effective Date”), by and among Mountain Valley Produce, L.L.C., a Colorado
limited liability company (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”).



W I T N E S S E T H:




WHEREAS, the Contributor has, subject to the terms and conditions enumerated herein, agreed to
contribute and transfer, and the Recipient has agreed to, directly or indirectly, acquire all of
the rights, title and interest in the Property (the “Transactions”); and



WHEREAS, the parties intend to treat the contribution and transfer of the Property in exchange
for the OP Units to be issued hereunder as a nontaxable contribution to a “partnership” in exchange
for an interest in the “partnership” for federal income tax purposes pursuant to Section 721 of the
Internal Revenue Code of 1986, as amended (the “Code”), and the Contributor and the
Recipient Parties shall report the transactions hereunder in a manner consistent with this
intention unless otherwise required by applicable law.



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



1. Definitions.



(a) Defined Terms. As used in this Agreement, the following terms shall have the
following meanings when capitalized throughout this Agreement:



“Agreed Price” shall mean Six Million Seventy Two Thousand Five Hundred and NO/100 Dollars
($6,072,500.00) less the prorations and adjustments credited or charged to the Contributor pursuant
to this Agreement.



“Closing Date” shall mean the day which is one (1) business day after the expiration of the
Inspection Period.



“Closing Consideration” shall mean that number of OP Units rounded to the nearest whole number
determined by dividing the Agreed Price by the Price per OP Unit.



“Contracts” shall mean, collectively, any and all service, maintenance, management or other
contracts or agreements with third parties relating to or affecting the Property.



“Contributor’s Address” shall mean:




Mountain Valley Produce, LLC


Attn: Steve Klemen


312 E. Buffalo Street, Suite 300


Milwaukee, WI 53202


(414) 431-3017 (T)


(414) 431-3063 (F)


Email: sklemen@crabel.com




And:




Mountain Valley Produce, LLC


Attn: Ernest Myers


5642 County Road 53


Center, CO  81125


(719) 754-2139 (T)


(719) 754.3190 (F)


Email: ernie@mvproduce.com




With Copy to:




McClure & Eggleston, LLC


Attn: Peter M. Eggleston


1600 Broadway, Suite 920


Denver, CO 80202


(303) 953-5810 (T)


(303) 888-1866 (C)


(303) 294-0824 (F)



Email: peggleston@melawllc.com




With Additional Copy to:




Whyte Hirschboeck Dudek S.C.Attn: James R. Lowe


555 East Wells Street, Suite 1900




Milwaukee, WI 53202-3819




(414) 978-5417 (T)(414) 223-5000 (F)


Email: jlowe@whdlaw.com



“Due Diligence Materials” shall mean those materials and information more particularly
described on Exhibit C attached hereto and incorporated by reference herein.



“Earnest Money” shall mean the sum of Sixty Thousand Seven Hundred Twenty Five and NO/100
dollars ($60,725.00), together with all interest accrued thereon.



“Governmental Entity” shall mean any governmental agency or quasi-governmental agency, bureau,
board, commission, court, department, official, political subdivision, tribunal or other
instrumentality of any government, whether federal, state or local, or domestic or foreign.



“Government Payments” shall mean all federal, state and local government payments, benefits
and entitlements associated with or applicable to the Property or any crops grown thereon,
including without limitation any applicable direct payments or counter-cyclical payments under the
Farm Security and Rural Investment Act of 2002, as amended.



“Inspection Period” shall mean the period beginning on the Effective Date and ending at 5:00
p.m. local time at the Property on March 2, 2015.



“Improvements” shall mean all buildings, structures, and a potato storage facility, together
with all other appurtenances or other facilities currently existing on the Property.



“Land” shall mean that certain real property located in Saguache County, State of Colorado,
comprising approximately 17.48 gross acres, as more particularly described on Exhibit A
attached hereto and incorporated herein by reference, together with all rights (including without
limitation all mineral rights, timber rights, and development rights), easements, hereditaments and
appurtenances thereunto belonging.



“Lease” shall mean that certain lease to be effective as of the Closing Date by and between
Recipient or its permitted assignee, as landlord, and Tenant, in the form attached hereto as
Exhibit D and incorporated herein by reference.



“Lease Guarantor” shall mean Ernest Myers and Virginia Myers, jointly and severally.



“Lease Guaranty” shall mean that certain Guaranty of Agricultural Lease dated February 11,
2016 executed by Lease Guarantor in favor of Recipient, as landlord under the Lease, and
guarantying the obligations of Tenant under the Lease.



“OP Units” shall mean units of limited partnership interest in the Operating Partnership.



“Owners of Contributor” shall mean Ernest Myers and SAM Investments, Inc.



“Owners of SAM Investments, Inc.” shall mean Steve Klemen, Andrew Klemen and Mark Klemen.



“Partnership Agreement” shall mean that certain First Amended and Restated Agreement of
Limited Partnership of the Operating Partnership, dated as of October 7, 2014, as amended from time
to time.



“Personal Property” shall mean any personal property used by Contributor in conducting farming
or in connection with operations or the processing or storage of crops at the Property that will be
conveyed to Recipient as part of this transaction, if any, as more particularly described on
Exhibit B attached hereto and incorporated by reference herein. For the purposes hereof,
the portion of the Closing Consideration allocated to the Personal Property shall be $2,045,500.00.



“Price per OP Unit” shall mean Eight Dollars and Eighty Five Cents ($8.85).



“Property” shall mean the Land, Improvements, and any Personal Property, specifically
including without limitation all Water Rights.



“Recipient’s Address” shall mean:




Gladstone Land Corporation


Attention: Bill Hughes


106 E. Apple Street


Freeburg, IL 62243


(618) 606-2887(T)


(618) 539-9885 (F)


Email: bill.h@gladstonecompanies.com




With copy to:




Gladstone Land Corporation


Attn: Joseph Van Wingerden


1521 Westbranch Drive


Suite 200


McLean VA 22102


(703) 287-5914 (T)


(703) 287-5801 (F)


Email: Joe.V@gladstonecompanies.com




With additional copy to:




Bass Berry & Sims PLC


Attention: Robert P. McDaniel, Jr.


100 Peabody Place, Suite 900


Memphis, TN 38103


(901) 543-5946 (T)


(888) 765-6437 (F)


Email: rmcdaniel@bassberry.com.



“Related Agreements” shall mean those agreements set forth on Schedule 1 attached
hereto and incorporated herein by reference.



“Rule 3-14 Audit” means any audit required to comply with Rule 3-05 and/or Rule 3-14 of
Regulation S-X of the Securities and Exchange Commission of the United States.



“Tenant” shall mean M&M Grain and Produce, LLC.



“Title Company” shall mean: Chicago Title Insurance Company.



“Title Company’s Address” shall mean:




Chicago Title Insurance Company


Attn: Melodie T. Rochelle


Vice President and Sr. Commercial Title Office


5516 Falmouth St., Ste. 200


Richmond, VA 23230


(804) 521-5713 (T)




(804) 521-5756 (F)




(804) 477-4771 (C)




Email: melodie.rochelle@fnf.com



“Water Rights” shall mean any and all water and water rights, well(s) and well rights and well
structures, ditch(es) and ditch rights and surface rights and interests that are appurtenant to or
available for use on the Property that exist on the Effective Date.



(b) Additional Defined Terms. Terms that are not defined in Section 1(a) have
the meanings set forth in the sections below by using the convention of placing such terms in
quotations.



2. Contribution and Exchange. Subject to the terms and conditions set forth herein
and in exchange for the Closing Consideration, the Contributor hereby covenants and agrees to
transfer, convey, assign and deliver to the Recipient (or such other entity as the Recipient
Parties may designate, so long as such entity is directly owned, by the Operating Partnership and,
it being acknowledged and agreed, that the Recipient shall not be released from any of the
Recipient’s agreements or undertakings set forth herein) at the Closing, and the Recipient
covenants and agrees to exchange and accept at the Closing, all right, title and interest in, to
and under the Property.



3. Consideration to the Contributor. At the Closing, the Operating Partnership, in
exchange for contribution and transfer of the Property by the Contributor to the Recipient, shall
issue the Closing Consideration to the Contributor. The parties acknowledge and agree that the
issuance of the OP Units to the Contributor shall be reflected in the books and records of the
Operating Partnership or the applicable transfer agent, as appropriate, in accordance with the
Partnership Agreement. Without limiting any other provision herein, each party hereto shall take
such additional actions and execute such additional documentation as may be required by the
Partnership Agreement, or as may reasonably be requested by the other parties, in order to effect
the Transactions.



4. Earnest Money. Within three (3) business days after Effective Date, the Recipient
Parties shall deposit the Earnest Money with the Title Company by wire transfer or certified or
cashier’s check. Said Earnest Money shall be refundable to Recipient in accordance with this
Agreement.



5. Recipient Parties Guarantee. The Recipient Parties each unconditionally and
irrevocably guarantee any and all obligations of the Recipient under this Agreement.



6. Issuance of Closing Consideration. At the Closing, the Closing Consideration shall
be delivered to the Contributor. Notwithstanding anything herein to the contrary, after the
conclusion of a completed Closing, the Earnest Money shall be refunded to the Recipient Parties by
Title Company in good funds by wire transfer.



7. Inspection Period; Refund of Earnest Money; Due Diligence Materials.



(a) Recipient shall have until the expiration of the Inspection Period to make such
determinations with respect to the Property as Recipient deems appropriate and to elect to either
continue or terminate this Agreement, in Recipient’s sole and absolute discretion, for any reason
or no reason. Recipient may terminate this Agreement, and receive a full refund of the Earnest
Money, less $10.00 to be retained by Contributor as consideration for entering into this Agreement,
by delivering written termination notice to Contributor at any time prior to expiration of the
Inspection Period. If Recipient does not so terminate this Agreement, the Earnest Money shall
thereafter be refundable to Recipient only as expressly otherwise set forth in this Agreement, and
this Agreement shall remain in effect.



(b) Within five (5) days after the Effective Date, Contributor shall deliver to Recipient at
Contributor’s sole expense the Due Diligence Materials. For each day of Seller’s delay in
delivering all of the Due Diligence Materials beyond five (5) days after the Effective Date, the
Inspection Period and Closing Date shall (at Purchaser’s option) be extended by one (1) day.
Contributor shall also promptly provide any other documents or information in Contributor’s
possession or control relating to the Property, the Lease, the Tenant, or any Contract that is
reasonably requested by Recipient.



8. Costs and Prorations.



(a) Recipient shall pay the costs of any Survey obtained by Recipient pursuant to Section
12 hereof, the cost of any Rule 3-14 Audit, and the costs of any Phase I environmental report
obtained by Recipient. Contributor shall pay for preparation of the deed of transfer, the premium
for Recipient’s Title Policy, defined below, and any costs of production of the title search or
abstract for the Property to the extent not included in the policy premium. Recipient shall pay
the documentary fee and applicable recording costs and filing fees applicable to the deed of
transfer and the conveyance of Water Rights, all expenses incident to any financing obtained for
the purchase of the Property. All other closing costs shall be borne in accordance with the custom
in Saguache County, Colorado.



(b) Property taxes and assessments constituting a lien against the Property for the year in
which the Closing occurs and all other unpaid assessments with respect thereto shall be prorated
between the parties as of the Closing Date. In the event such proration is based upon a previous
year’s taxes or assessment, after Closing, at such time as any of the taxes or assessments are
capable of exact determination, the party having the information permitting the exact determination
shall send to the other party a detailed report of the exact determination so made. Within thirty
(30) days after both Contributor and Recipient shall have received such report, Contributor and
Recipient shall adjust the amounts apportioned pursuant to the estimates made at Closing to reflect
the exact determinations contained in the report, and Contributor or Recipient, as the case may be,
shall pay to the other whatever amount shall be necessary to compensate for the difference.



9. Conditions Precedent To Recipient’s Obligations. Contributor acknowledges that as
a condition precedent to Recipient’s obligations hereunder, the following shall occur on or before
the Closing Date (or any earlier date indicated below), any of which conditions may be waived by
Recipient in its sole discretion:



(a) Recipient shall have received a current Phase I environmental assessment satisfactory to
Recipient prepared by a competent licensed environmental engineer satisfactory to Recipient that
does not recommend a Phase II environmental assessment and reflecting that there are no hazardous
wastes, hazardous materials or fuel (or other storage) tanks located below the surface of the
Property, and that the Property is in compliance with all applicable environmental laws,
ordinances, rules and regulations.



(b) The Title Company shall be irrevocably committed to issue upon Closing a 2006 ALTA Owner’s
Policy of Title Insurance (the “Title Policy”), as evidenced by a “marked up” Title
Commitment, defined below, insuring Recipient as owner of fee simple title to the Property, subject
only to Permitted Exceptions, in the amount of the Agreed Price, and containing such endorsements
as Recipient shall have reasonably requested.



(c) Subject to Sections 18 and 19 below, there shall have been no material
adverse change in the condition of any of the Property (including without limitation any
Improvements) after expiration of the Inspection Period and prior to the Closing Date.



(d) Each and every representation and warranty of Contributor set forth in Section 14
shall be true and correct in all material respects, and Contributor shall not be in default under
any of its other obligations under this Agreement, as of Closing.



(e) There shall have been no material or adverse change to the financial condition of Tenant
from the Effective Date prior to Closing.



(f) No law shall have been enacted, entered, promulgated or enforced, and no order shall have
been issued, by any court of competent jurisdiction or other Governmental Entity that prohibits the
consummation of the Transactions, and no governmental, judicial, administrative or adversarial
proceeding (public or private), any action, claim, lawsuit, legal proceeding, whistleblower
complaint, charge, accusation, petition, litigation, arbitration or mediation, any hearing,
investigation (internal or otherwise), probe or inquiry by any Governmental Entity or any other
dispute, including any adversarial proceeding (each, a “Proceeding”) seeking such an order,
shall be pending or threatened.



(g) The Lease and Lease Guaranty shall be in full force and effect in accordance with its
terms and conditions.



10. Conditions Precedent to Recipient’s and Contributor’s Obligations. Recipient and
Contributor acknowledge that as a condition precedent to Recipient’s and to Contributor’s
obligations hereunder, the following shall occur on or before the Closing Date:



(a) Recipient has or anticipates entering into the Related Agreements, and Recipient Parties
and Contributor agree that the closing and completion of the Related Agreements and the
transactions contemplated therein are integrally related to this Contribution Agreement.
Therefore, the transactions described in the Related Agreements shall be closed and completed as
contemplated therein.



11. Closing; Deed.



(a) Subject to all preconditions set forth herein, the closing or settlement
(“Closing”) of the Transactions contemplated herein, unless terminated in accordance with
this Agreement or as otherwise agreed upon by Recipient and Contributor, shall be held via the
mails, through the Title Company at 10:00 a.m. on the Closing Date or such other place and time as
the parties may agree in writing.



(b) At Closing, Contributor shall convey to Recipient good, marketable and insurable title to
the Property by special warranty deed acceptable to Recipient and the Title Company (the
“Deed”), subject only to (i) standard exceptions for real property taxes not yet due and
payable, and (ii) any other matters which are waived by, or acceptable to, Recipient pursuant to
Section 13 below (the “Permitted Exceptions”). The Land description in the Deed
shall be the property description from Contributor’s vesting deed(s); provided, that if Recipient
obtains a Survey of the Property, Contributor also agrees to execute and deliver a recordable Quit
Claim Deed to Recipient at Closing using the Survey description. To the extent necessary and
appropriate to convey Water Rights, Contributor shall execute and deliver a quit claim deed,
assignment of permits or interests or by other appropriate conveyance (“Water Rights Conveyance
Instrument”) in addition to the Deed and other instruments provided for herein in form and
substance reasonably acceptable to Recipient. Personal Property to be conveyed shall be conveyed
by bill of sale.



12. Survey. During the Inspection Period, Recipient, at Recipient’s expense, may
cause a survey of the Property to be prepared by a surveyor selected by Recipient
(“Survey”).



13. Title. During the Inspection Period, Recipient shall procure a title insurance
commitment in the amount of $6,072,500.00 covering the Property issued by the Title Company (the
“Title Commitment”) and furnish a copy thereof to Contributor. Recipient shall have ten
(10) days after receipt of the Title Commitment from Title Company to object to any matters shown
on the Title Commitment or Survey by written notice to Contributor (“Title Objection
Notice”). Recipient may also object to any new matters thereafter revealed by a title update
by subsequent Title Objection Notice to Contributor. Within five (5) business days after receipt
of Recipient’s Title Objection Notice, Contributor shall either (i) deliver written notice to
Recipient of any title or Survey objections which Contributor elects not to cure, or (ii) cure or
satisfy such objections (or commence to cure or satisfy such objections as long as Contributor
reasonably believes such objections may be cured or satisfied at least two (2) business days prior
to Closing). In the event that Contributor does not deliver written notice to Recipient of any
title or Survey objections which Contributor elects not to cure within such five (5) day period,
Contributor shall be deemed to have elected to cure all such objections. Within five (5) business
days after receipt of Contributor’s written notification that Contributor elects not to cure a
title or Survey objection, Recipient may terminate this Agreement and receive a full refund of the
Earnest Money by delivering written notice thereof to Contributor. If Recipient does not so
terminate this Agreement, then any such title or Survey objection which Contributor elects not to
cure shall be deemed waived by Recipient and shall be an additional Permitted Exception. If any
objection which Contributor elects to cure is not satisfied by Contributor at least two (2)
business days before the scheduled date of Closing, Recipient shall have the right to terminate
this Agreement, in which case the Earnest Money shall be returned to Recipient and neither party
shall have any further rights, obligations or duties under this Agreement. If Contributor does
cure or satisfy the objections at least two (2) business days prior to Closing, then this Agreement
shall continue in effect. Any exception to or defect in title which Recipient shall elect to
waive, or which is otherwise acceptable to Recipient, shall be deemed an additional Permitted
Exception to title at Closing. Contributor covenants and agrees not to alter or encumber in any
way Contributor’s title to the Property after the date hereof. Notwithstanding anything in this
Agreement to the contrary, Contributor shall cause any deed of trust, mortgage, deed to secure
debt, judgment or other lien for a liquidated sum encumbering the Property to be released at or
before Closing.



14. Contributor’s Representations and Warranties. As of the date hereof and as of the
Closing Date (as evidenced by Contributor’s downdate certificate to be provided at Closing),
Contributor represents, warrants and covenants to Recipient that:



(a) Other than the Tenant under the Lease, which shall be effective at Closing, there will be
no parties in possession of any portion of the Property as lessees or sublessees, and no other
party has been granted an oral or written license, lease, sublease, option, purchase agreement or
other right pertaining to the use, purchase or possession of any portion of the Property. Except
as otherwise disclosed, all Contracts are valid and binding in accordance with their respective
terms and conditions, are in full force and effect, and have no uncured breach or default by any
party. No off-sets or defenses are available to any party under any Contract. All Contracts are
cancellable upon not more than thirty (30) days prior written notice. There are no leasing
brokerage agreements, leasing commission agreements or other agreements providing for the payment
of any amounts, and no commissions due, for leasing activities with respect to the Property.



(b) The Contributor has not received notice of any default (nor is there any default) under
any note, mortgage, deed of trust or other security interest or loan document or indebtedness
related to or secured by the Property. The execution and delivery of this Agreement, the
consummation of the Transactions herein contemplated and the compliance with the terms and
provisions hereof will not conflict with or (with or without notice or the passage of time or both)
result in a breach of any of the terms or provisions of, or constitute a default under, any
indenture, mortgage, loan agreement or instrument to which the Contributor is a party or by which
the Contributor or the Property is bound, any applicable regulation or any judgment, order or
decree of any court having jurisdiction over the Contributor or the Property.



(c) The Contributor has not received any notice, nor is the Contributor aware, of any
violation of any ordinance, regulation, law, statute, rule or restriction relating to the Property.



(d) There are no attachments, executions, assignments for the benefit of creditors, or
voluntary or involuntary proceedings in bankruptcy or under any applicable debtor relief laws or
any other litigation contemplated by or pending or threatened against the Contributor or the
Property.



(e) Contributor has been duly organized and is validly existing under the laws of the State of
Colorado. Contributor has the full right and authority to enter into this Agreement and to
transfer all of the Property to be conveyed by Contributor pursuant hereto and to consummate or
cause to be consummated the Transactions contemplated herein to be made by Contributor. The person
signing this Agreement on behalf of Contributor is authorized to do so. This Agreement
constitutes, and all agreements and documents contemplated hereby (when executed and delivered
pursuant hereto) will constitute, the valid and legally binding obligations of Contributor,
enforceable in accordance with their respective terms. No other signatures or approvals are
required to make this Agreement fully enforceable by the Recipient with respect to the Contributor
or the Property. This Agreement constitutes, and all agreements and documents contemplated hereby
(when executed and delivered pursuant hereto) will constitute, the valid and legally binding
obligations of Contributor, enforceable in accordance with their respective terms.



(f) The Contributor has and will convey to the Recipient good, marketable and indefeasible
title in fee simple to the Property, subject only to the Permitted Exceptions.



(g) There is no pending or threatened condemnation or similar proceeding or assessment
affecting the Property or any part thereof, nor to the knowledge of the Contributor is any such
proceeding or assessment contemplated by any Governmental Entity other than assessments relating to
Water Rights and Subdistrict No. 1 appearing in arrears on property tax notices. There will be no
claim against the Property or Recipient for or on account of work done, materials furnished, and
utilities supplied to the Property prior to the Closing Date. There are no public plans or
proposals for changes in road grade, access, or other municipal improvements known to Contributor
which would adversely affect the Property or result in any assessment; and Contributor has no
knowledge or notice of any pending ordinance authorizing improvements, the cost of which might be
assessed against Recipient or the Property, is pending.



(h) Except as disclosed in the Due Diligence Materials, no Improvements on the Land are
located within the area determined to be within any flood hazard areas, including the 100-year
flood plain on the Flood Insurance Rate Map published by the Federal Emergency Management Agency
and/or by the United States Army Corps of Engineers and/or the county or counties in which the Land
is located and/or the State of Colorado.



(i) Contributor has not entered into any agreement to dispose of its interest in the Property
or any part thereof, except for this Agreement.



(j) Contributor is not a party to any litigation which is still pending, and knows of no
threatened litigation, affecting or relating to the Property.



(k) Neither the Contributor, nor to Contributor’s knowledge, any other party has ever caused
or permitted any “hazardous material” (as hereinafter defined) to be placed, held, located, or
disposed of on, under, or at the Property or any part thereof in forms or concentrations which
violate applicable laws and regulations, and, to Contributor’s knowledge, neither the Property nor
any part thereof has ever been used as a dump or storage site (whether permanent or temporary) for
any hazardous material. As used herein, “hazardous material” means and includes any hazardous,
toxic, or dangerous waste, substance, or material defined as such in, or for purposes of, the
Comprehensive Environmental Response, Compensation Liability Act (42 U.S.C. Section 9601, et seq.,
as amended) or any other “super fund” or “super lien” law or any other Federal, State, or local
statute, or law, ordinance, code, rule, regulation, order or decree regulating, relating to, or
imposing liability for standards of conduct concerning any substance or material, as presently in
effect. The Property does not currently contain any underground storage tanks and any storage
tanks previously located on the Property have been removed in accordance with the requirements of
all applicable laws with “clean closure” or “no further action” letter(s), or comparable letters,
issued by the State of Colorado in connection therewith. Without limiting the other provisions of
this Section 14(k), there has never been any release or spill in reportable quantities of
oil, fuel or any other substance stored in storage tanks of any kind on the Property.



(l) The Contributor (i) has duly and timely filed (or has had filed on the Contributor’s
behalf) all income, franchise, and other material tax returns related to the Property and required
to be filed by the Contributor, and (ii) has paid (or has had paid on the Contributor’s behalf) all
material taxes shown as due on such tax returns and all other material taxes (whether or not shown
on such tax returns) that relate to the Property and are required to be paid by the Contributor,
and such tax returns are true, correct and complete in all material respects. There are no audits,
examinations or other proceedings relating to any taxes of the Contributor related to the Property,
except as disclosed by the Contributor, or any taxes imposed with respect to the Property by any
Governmental Entity in progress. The Contributor has not received any written notice from any
Governmental Entity that such Governmental Entity intends to conduct such an audit, examination or
other proceeding in respect to taxes or make any assessment for taxes, and the Contributor does not
otherwise have any knowledge that any such audit, examination, or other proceeding is threatened.
The Contributor is not a party to any litigation or pending litigation or administrative proceeding
regarding taxes related to the Property. There is currently not any appeal or application to
appeal current or past real or personal property tax assessments pending with respect to the
Property.



(m) At the Effective Date and at the Closing, all of the representations of the Contributor
set forth on Exhibit H are and shall be true and correct.



(n) At the Effective Date and at the Closing, Owners of Contributor are Qualified Transferees
(as defined in the Partnership Agreement).



Contributor hereby indemnifies and holds harmless Recipient from and against any and all Loss
or Losses, claims, demands, actions, causes of action and suits arising out of or in any way
related to any breach of any representation, warranty, covenant or agreement of Contributor in this
Agreement, and the Contributor agrees and acknowledges that, upon any such breach by the
Contributor, the Recipient Parties may, but shall not be required to, satisfy any such Loss by
cancelling or taking possession of a number of OP Units held by the Contributor having a value
equal to the amount of such Loss. For purposes of this Section 14, the term “Loss”
means any loss, expense (including without limitation reasonable attorney fees), liability or cost.



15. Recipient’s Representations and Warranties.



(a) Each of the Recipient Parties is duly organized and validly existing under the laws of its
state of formation. Each of the Recipient Parties has the full right and authority to enter into
this Agreement and to transfer all of the and to consummate or cause to be consummated the
Transactions contemplated herein. The person signing this Agreement on behalf of each of the
Recipient Parties is authorized to do so. This Agreement constitutes, and all agreements and
documents contemplated hereby (when executed and delivered pursuant hereto) will constitute, the
valid and legally binding obligations of the Recipient Parties, enforceable in accordance with
their respective terms. No other signatures or approvals are required to make this Agreement fully
enforceable by the Contributor with respect to the Recipient Parties. This Agreement constitutes,
and all agreements and documents contemplated hereby (when executed and delivered pursuant hereto)
will constitute, the valid and legally binding obligations of the Recipient Parties, enforceable in
accordance with their respective terms.



(b) The OP Units, when issued and delivered in accordance with the terms of this Agreement in
exchange for the Property, will be duly and validly issued, and free of any Liens (other than any
Liens arising under this Agreement, pursuant to the terms of the Articles of Incorporation of the
REIT (as amended from time to time, the “REIT Charter”) or the Partnership Agreement,
through action of the Contributor or pursuant to any applicable securities laws). Upon the
issuance of the OP Units at Closing, the Contributor will be admitted as a partner of the Operating
Partnership.



(c) Recipient Parties and each of them is not a party to any litigation which is still
pending, and knows of no threatened litigation, affecting or relating in any way to any Recipient
Party’s ability to enter this Agreement and perform Recipient’s duties hereunder or under the
Lease.



(d) Each of the Recipient Parties (i) has duly and timely filed (or has had filed on the
Recipient Party’s behalf) all income, franchise, and other material tax returns required to be
filed by the Recipient Party, and (ii) has paid (or has had paid on the Recipient Party’s behalf)
all material taxes shown as due on such tax returns and all other material taxes (whether or not
shown on such tax returns) that are required to be paid by the Recipient Party, and such tax
returns are true, correct and complete in all material respects. There are no audits, examinations
or other proceedings relating to any taxes of any Recipient Party except as disclosed by the
Recipient Party. No Recipient Party has received any written notice from any Governmental Entity
that such Governmental Entity intends to conduct such an audit, examination or other proceeding in
respect to taxes or make any assessment for taxes, and the Recipient Parties do not otherwise have
any knowledge that any such audit, examination, or other proceeding is threatened.



(e) Recipient Parties and each of them hereby indemnifies and holds harmless Contributor from
and against any and all Loss or Losses, claims, demands, actions, causes of action and suits
arising out of or in any way related to any breach of any representation, warranty, covenant or
agreement of Recipient Parties in this Agreement, and the each Recipient Party agrees and
acknowledges that, upon any such breach by any Recipient Party, the Contributor may, but shall not
be required to, satisfy any such Loss by paying cash or, with Contributor’s consent, by issuing a
number of OP Units having a value equal to the amount of such Loss. For purposes of this
Section 15, the term “Loss” means any loss, expense (including without limitation
reasonable attorney fees), liability or cost.



16. Broker and Broker’s Commission. Recipient and Contributor each represent and
warrant to the other that such party has not incurred an obligation to any broker or agent in
connection with the Transaction contemplated hereby. Each party hereby covenants and agrees to
defend, indemnify and hold harmless the other party against and from any and all loss, expense
(including without limitation reasonable attorney’s fees), liability, cost, claim, demand, damage,
action, cause of action and suit arising out of or in any manner relating to the alleged employment
or use by such party of any real estate broker or agent in connection with the Transactions. The
provisions of this Section 16 shall survive the Closing of the Transactions.



17. Survey and Inspection. Recipient and Recipient’s agents, employees and
independent contractors shall have the right and privilege at reasonable times and after reasonable
notice to Contributor to enter upon the Property during the Inspection Period to survey and inspect
the Property and to conduct soil borings, environmental assessment and toxic waste studies and
other geological, engineering, water or landscaping tests or studies or building inspections, all
at Recipient’s sole cost and expense. Recipient hereby covenants and agrees to indemnify and hold
harmless Contributor from any and all loss, liability, cost (including without limitation
reasonable attorney fees), claim, demand, damage, action, cause of action and suit arising out of
or in any manner related to the exercise by Recipient of Recipient’s rights under this section (but
not the existence of any condition discovered in the course of Recipient’s inspections and
testing).



18. Eminent Domain. If, after the Effective Date and prior to Closing, Contributor
shall receive notice of the commencement or threatened commencement of eminent domain or other like
proceedings against the Property or any portion thereof, Contributor shall immediately notify
Recipient in writing, and Recipient shall elect within thirty (30) days from and after such notice,
by written notice to Contributor, one of the following: (a) not to close the transaction
contemplated hereby, in which event all Earnest Money shall be refunded to Recipient and this
Agreement shall be void and of no further force and effect; or (b) to close the purchase of the
Property contemplated hereby in accordance with its terms but subject to such proceedings, in which
event the Closing Consideration shall remain the same and Contributor shall transfer and assign to
Recipient at Closing all condemnation proceeds and rights to additional condemnation proceeds, if
any. If Recipient elects to purchase after receipt of such a notice, all actions taken by
Contributor with regard to such eminent domain proceedings, including but not limited to,
negotiations, litigation, settlement, appraisals and appeals, shall be subject to the approval of
Recipient, which approval shall not be unreasonably withheld. If Recipient does not make such
election within the aforesaid time period, Recipient shall be deemed to have elected to close the
transactions contemplated hereby in accordance with clause (b) above.



19. Property Damage. If, after the Effective Date and prior to Closing, the Property
shall suffer significant damage as the result of fire or other casualty, Contributor shall
immediately notify Recipient in writing. In the event said damage results in damage of the
improvements situated on the Property in the amount of Ten Thousand and No/100 Dollars ($10,000.00)
or greater, Recipient shall have the right to elect within fifteen (15) days from and after such
notice, by written notice, one of the following: (a) not to close the transaction contemplated
hereby, in which event all Earnest Money shall be refunded to Recipient and this Agreement shall be
void and of no further force and effect; or (b) to close the purchase of the Property contemplated
hereby in accordance with its terms but subject to such damage, in which event the Closing
Consideration shall remain the same and Contributor shall transfer and assign to Recipient at
Closing all insurance proceeds received or to be received as a result of such damage, and Recipient
shall receive a credit against the Closing Consideration for any insurance deductible or uninsured
loss. If Recipient does not make such election within the aforesaid time period, Recipient shall be
deemed to have elected to close the transactions contemplated hereby in accordance with clause (b)
above. In the event less than Ten Thousand and No/100 Dollars ($10,000.00) of damage to the
improvements situated on the Property exists, this Agreement shall remain in full force and effect,
but, at Closing, Contributor shall transfer and assign to Recipient all insurance proceeds received
or to be received as a result of such damage, and Recipient shall receive a credit against the
Closing Consideration for any insurance deductible or uninsured loss.



20. Condition of Property. Subsequent to the Effective Date and prior to Closing,
Contributor shall maintain the Property in accordance with its past practices and ordinary
maintenance, but shall not be required to provide any extraordinary maintenance.



21. Operations. After the Effective Date and prior to the Closing Date, Contributor
shall neither enter into any new, nor terminate, modify, extend, amend or renew any existing, lease
or service, management, maintenance, repair, employment, union, construction, leasing or other
contract or agreement affecting the Property (each, a “New Agreement”) without providing at
least five (5) business days prior notice (and opportunity to review and approve the New Agreement)
to Recipient. Recipient shall have five (5) business days after Recipient’s actual receipt
(notwithstanding the notice provisions in Section 22 below) of a true, correct and complete
copy of a New Agreement to approve the same. If Recipient does not approve any such New Agreement
that Contributor will enter into prior to expiration of the Inspection Period, then Recipient’s
sole and exclusive remedy will be to terminate this Agreement by delivering written notice to
Contributor no later than five (5) business days after receiving the New Agreement, and in such
event Recipient shall receive a full refund of the Earnest Money. If Recipient fails to terminate
this Agreement as set forth in the preceding sentence, it shall be deemed to have approved the New
Agreement that Contributor will enter into prior to expiration of the Inspection Period in the form
provided. Contributor may not enter into New Agreement after expiration of the Inspection Period
unless Recipient has approved the same in writing. Contributor shall cause any Contracts which
Recipient elects in its discretion not to assume to be cancelled at or before Closing.



22. Notice. Notices provided for in this Agreement must be (i) delivered personally,
(ii) sent by registered or certified mail, postage prepaid, return receipt requested, (iii) sent
via a reputable express courier, (iv) sent by facsimile during normal business hours with a
confirmation copy delivered by another method permitted by this Section 22 other than
electronic mail, or (v) sent by electronic mail during normal business hours with a confirmation
copy delivered by another method permitted by this Section 22 other than facsimile,
addressed as set forth below. Notice sent by U.S. mail is deemed delivered three days after
deposit with the U.S. Postal Service. Notice sent by a reputable express carrier is deemed
received on the day receipted for by the express carrier or its agent. Notice sent via facsimile
is deemed delivered upon the transmission to the phone number designated as the recipient’s
facsimile phone number below. Notice sent via electronic mail is deemed delivered upon the
entrance of such electronic mail into the information processing system designated by the
recipient’s electronic mail addresses set forth above. The addresses of the parties to which
notices are to be sent shall be Recipient’s Address or Contributor’s Address, as applicable, as set
forth in Section 1 above. Any party shall have the right from time to time to change the
address to which notices to it shall be sent to another address, and to specify two additional
addresses to which copies of notices to it shall be mailed, by giving to the other party at least
ten (10) days prior notice of the changed address or additional addresses.



23. Remedies. If the Transactions fail to close by reason of Recipient’s failure to
perform its obligations under this Agreement, the Earnest Money shall be retained by Contributor as
liquidated damages, the parties hereby acknowledging that Contributor’s actual damages in such
circumstances would be difficult, if not impossible, to determine. Contributor expressly
acknowledges and agrees that retention of the Earnest Money as provided for herein shall be
Contributor’s sole and exclusive remedy in the event of Recipient’s failure to perform its
obligations hereunder. If the Transactions fail to close for any reason other than Recipient’s
failure to perform his obligations hereunder, the Earnest Money shall promptly be refunded to
Recipient. In the event Contributor fails or refuses to convey the Property in accordance with the
terms hereof or otherwise fails to perform its obligations hereunder, Recipient shall have the
right to a refund of all Earnest Money, specific performance and all other rights and remedies
available at law or in equity for Contributor’s breach, all` of which are reserved, cumulative, and
nonexclusive. Contributor waives the right to assert the defense of the lack of mutuality in any
suit for specific performance instituted by Recipient. Without limiting the foregoing, the
prevailing party shall also be entitled to obtain its attorneys’ fees and costs in connection with
enforcing its rights and remedies under this Agreement.



24. Time of Essence. Time is of the essence of this Agreement.



25. Closing Documents. At or prior to Closing, each party shall deliver to the other
party appropriate evidence to establish the authority of such party to enter into and close the
Transactions contemplated hereby. Contributor also shall execute and deliver to the Title Company
at Closing, for it to hold in escrow pending Recipient’s payment of the Closing Consideration: (i)
the Deed; (ii) a certificate with respect to Section 1445 of the Internal Revenue Code stating,
among other things, that Contributor is not a foreign corporation as defined in the Internal
Revenue Code and I.R.S. Regulations; (iii) the General Assignment substantially in the form
attached hereto as Exhibit E; (iv) Contributor’s representation and warranty downdate
certificate under Section 14; (v) a counterpart signature page to the Partnership Agreement
in the form attached hereto as Exhibit F, (vi) a completed Accredited Investor
Questionnaire, substantially in the form attached hereto as Exhibit G, (vii) the Water
Rights Conveyance Instrument (if applicable), and (viii) such other documents reasonably necessary
or appropriate to complete and evidence the Transactions contemplated hereby, as reasonably
requested by Contributor, the Recipient or Title Company, including without limitation a standard
title company owner’s affidavit.



26. Withholding. Notwithstanding anything to the contrary herein or elsewhere, the
Recipient may withhold and pay over to a Governmental Entity a portion of any payments or other
consideration otherwise to be made to the Contributor, in each case as required by the Code, or
other applicable law, and (a) such withheld amounts shall be treated for all purposes of this
Agreement as having been paid to the Contributor, and (b) for the sake of clarity, the Contributor
shall have no claim against the Recipient Parties, or any of their affiliates, with respect to any
amount so withheld and paid over. An amount required to be withheld by the REIT, the General
Partner or the Operating Partnership may be withheld in kind. In the event of such withholding,
the Recipient shall give the Contributor advance written notice, prior to withholding.



27. Entire Agreement. This Agreement constitutes the entire agreement of the parties
and may not be amended except by written instrument executed by Recipient and Contributor. All
prior understandings and agreements between the parties are deemed merged herein.



28. Headings. The section headings are inserted for convenience only and are in no
way intended to describe, interpret, define or limit the scope or content of this Agreement or any
provision hereof.



29. Possession. Contributor shall deliver actual possession of the Property at
Closing, subject to the Lease.



30. Applicable Law. This Agreement shall be construed and interpreted in accordance
with the laws of the State of Colorado and venue for any civil action brought hereunder shall lie
in the Colorado State courts in Saguache County, Colorado.



31. Successors and Assigns. This Agreement shall be binding upon and inure to the
benefit of the parties hereto and their respective heirs, successors and permitted assigns as the
case may be. No assignment of any part of this Agreement or any right or obligation hereunder may
be made by any party without the prior written consent of the other parties hereto, and any
attempted assignment without such consent shall be void and no force or effect; provided, however,
that the Recipient shall be entitled to assign any of its rights or delegate any of its obligations
under this Agreement to an affiliate of the Recipient (so long as such entity is directly owned by
the Operating Partnership) and to allocate the portion of the Land to be acquired by the Recipient;
provided further, that no such assignment or delegation shall relieve Recipient of its obligations
hereunder.



32. Surviving Clauses. The provisions of this Agreement relating to tax prorations
after Closing, Recipient’s indemnification with respect to its entering upon the Property prior to
Closing, Contributor’s representations, covenants, warranties and indemnity agreement in
Section 14, Contributor’s agreement to cooperate with a Rule 3-14 Audit, Contributor’s
covenant not to encumber the Property subsequent to the date hereof, the mutual covenants of
Contributor and Recipient to indemnify each other, as the case may be, as set forth in Section
16 and elsewhere, including covenants to pay attorney fees to a prevailing party, shall not
merge into the Deed but instead shall survive any Closing pursuant to this Agreement. Except as
set forth in the preceding sentence or as otherwise expressly set forth herein, no other provision
of this Agreement shall survive the Closing of the Transactions.



33. Press Releases and Public Announcements. The Contributor agrees that it shall not
issue any press release or public announcement or any other disclosure concerning this Agreement or
the Transactions without the prior consent of the Recipient Parties.



34. Non-Solicitation. From and after the Effective Date, Contributor shall not market
the Property for sale, or solicit or accept any back-up offers with respect to the sale of the
Property.



35. Access to Information. Up to and following the Closing, the Contributor shall
provide the Recipient with reasonable access to such business records specific to the Property and
shall perform such reasonable actions pertaining to the Property when requested by the Recipient,
including but not limited to, any records or actions reasonably requested by the Recipient (i) to
satisfy its obligations with respect to the Farm Service Agency or any other Governmental Entity,
(ii) to assist with filings with the United States Securities and Exchange Commission, including
any cooperation required by the Recipient’s auditors and counsel in relation to and with such
filings, (iii) in connection with any Rule 3-14 Audit, and (iv) to fulfill any inquiry or inquiries
which the Recipient in its reasonable discretion deems necessary hereunder; provided,
however, that the Contributor’s obligation to provide records pursuant to this section
shall be limited to such records relating to periods up to and including the date of Closing.



36. Calculation of Time Periods. Unless otherwise specified, in computing any period
of time described herein, the day of the act or event after which the designated period of time
begins to run is not to be included and the last day of the period so computed is to be included,
unless such last day is a Saturday, Sunday or legal holiday for national banks in the location
where the Property is located, in which event the period shall run until the end of the next day
which is neither a Saturday, Sunday, or legal holiday. Unless otherwise specified, the last day of
any period of time described herein shall be deemed to end at 5:00 p.m. local time in the state in
which the Property is located.



37. Transfer of OP Units.



(a) The General Partner consents to the transfer of the OP Units issued to Contributor at the
Closing to the Owners of Contributor. Upon a transfer of OP Units from Contributor to Owners of
Contributor, the General Partner will admit the Owners of Contributor as Substituted Limited
Partners (as defined in the Partnership Agreement) upon the delivery to the General Partner by
Owners of Contributor of executed counterpart signature pages to the Partnership Agreement.



(b) The General Partner consents to the transfer of the OP Units held by SAM Investments, Inc.
following the transfer described in paragraph (a) to the Owners of SAM Investments, Inc., provided
that the Owners of SAM Investments, Inc. are Qualified Transferees (as defined in the Partnership
Agreement) at the time of the transfer of the OP Units to Owners of SAM Investments, Inc. Upon a
transfer of OP Units from SAM Investments, Inc. to the Owners of SAM Investments, Inc., the General
Partner will admit the Owners of SAM Investments, Inc. as Substituted Limited Partners (as defined
in the Partnership Agreement) upon the delivery to the General Partner by the Owners of SAM
Investments, Inc. of executed counterpart signature pages to the Partnership Agreement.



1



IN WITNESS WHEREOF, this Contribution Agreement has been duly executed on the day and year
first above written.




RECIPIENT:




Gunbarrel Road Alamosa, LLC, a Delaware limited
liability company




By: Gladstone Land Limited Partnership, a Delaware
limited partnership, its sole member and manager




By: Gladstone Land Partners, LLC, a Delaware limited




liability company, its General Partner




By: Gladstone Land Corporation, a Maryland
corporation, its Manager



	 	 	 
	By: /s/ David Gladstone

	 

	Name:

	 	David Gladstone
	
 
	 	 







	 	 	Title: Chief Executive Officer 






REIT:




Gladstone Land Corporation, a Maryland corporation




By:/s/ David Gladstone

Name: David Gladstone

Title: Chief Executive Officer




2



IN WITNESS WHEREOF, this Contribution Agreement has been duly executed on the day and year
first above written.




GENERAL PARTNER:




Gladstone Land Partners, LLC, a Delaware limited




liability company




By: Gladstone Land Corporation, a Maryland
corporation, its Manager



	 	 	 
	By: /s/ David Gladstone

	 

	Name:

	 	David Gladstone
	
 
	 	 







	 	 	Title: Chief Executive Officer





OPERATING PARTNERSHIP:




Gladstone Land Limited Partnership, a Delaware
limited partnership




By: Gladstone Land Partners, LLC, a Delaware limited
liability company, its General Partner




By: Gladstone Land Corporation, a Maryland




corporation, its Manager



	 	 	 
	By:/s/ David Gladstone

	 

	Name:

	 	David Gladstone
	
 
	 	 







	 	 	Title: Chief Executive Officer




3









IN WITNESS WHEREOF, this Contribution Agreement has been duly executed on the day and year
first above written.



	 
	CONTRIBUTOR:

	 

	Mountain Valley Produce, L.L.C.,

a Colorado limited liability company

By: /s/ Ernie Myers

	 

	Name: Ernie Myers

	 

	Title: Managing Member

	 







EXHIBIT A

LAND




Mountain Valley Produce, LLC – Contribution Agreement — $6,072,500




Township 41 North, Range 8 East, N.M.P.M., County of Saguache, State of Colorado



Section 13: Tract 2 of the Myers Division of the E1/2 of said 13 containing 13.81 acres, according
to the Plat filed June 2, 1998 at Reception No. 323342.



Township 41 North, Range 9 East, N.M.P.M., County of Saguache, State of Colorado



Section 6: The Warehouse Tract (2) as shown on the Plat of Mountain Valley Produce Warehouse Tract
located in the S1/2 of said Section 6 containing 3.67 acres, according to the Plat filed July 6,
1999 at Reception No. 327325.



The foregoing being together with all water and water rights, surface and surface rights, well and
well rights which are or may be used on or in connection with the above described real property,
including, but not limited to, adjudicated water rights and decrees and priorities therefore; well
permits issued by the State Engineer; all canals, reservoirs, pipelines, tunnels, and rights of way
appurtenant to or used in connection with the above-described real property.



EXHIBIT B

PERSONAL PROPERTY




See attachedEXHIBIT C

DUE DILIGENCE MATERIALS




(a) Plans, drawings, specifications and engineering and architectural studies and work
(including “as built” plans and drawings, if any) with regard to the Property that are in
Contributor’s possession;



(b) Any appraisals, surveys, title policy(ies) or title work of the Property obtained during
the period during which Contributor has owned the Property or otherwise in Contributor’s
possession;



(c) Operating budgets for the Property for the two (2) most recent complete calendar years and
the current year;



(d) Income and expense statements for the two (2) most recent complete calendar years and the
current year-to-date;



(e) Copies of any current Lease and any amendments or proposed amendments thereto;



(f) As to each Lease and Tenant, a statement of (i) the rent payable under such Lease for the
last five (5) years, (ii) the date on which rent is due under each Lease, (iii) all receipts for
rent and the rental period for which, rent has been paid, (iv) the expiration date of such Lease
and any renewal or extension options, (v) information regarding the status of security deposits, if
applied, and (vi) the identity of any sublessee(s) or licensee (s) of any part of the Property
(including without limitation, any licensee of any hunting, fishing or other Recreational Rights
with respect thereto), including the material terms of any such sublease or license;



(g) Copies of all correspondence in Contributor’s possession relating to any Lease or
Government Payments;



(h) Real estate tax bills and statements for the current year and the previous two (2) years
with respect to the Property;



(i) Utility bills for the Property for the two (2) most recent complete calendar years and the
current year-to-date;



(j) Copies of insurance certificates with respect to the Property;



(k) Copies of all of the Contracts and any amendments or proposed amendments thereto;



(l) Copies of any soil boring or other similar engineering reports with respect to the
Property obtained during the period during which Contributor has owned the Property;



(m) Any environmental assessment report or study with respect to the Property in Contributor’s
possession;



(n) Copies of any warranties relating to any Improvements or Personal Property included in the
Property;



(o) Any information in Contributor’s possession or control from any governmental agency or
authority regarding the Property or adjacent properties;



(p) Copies of all notices and correspondence received from any governmental agency of
authority regarding the Property or adjacent properties;



(q) Copies of all notices and correspondence received from third-parties claiming an interest
or right in and to the Property, or any portion thereof;



(r) Copies of all certificates, applications, permits or other documents related to or
evidencing Water Rights associated with the Property or any portion thereof; and



(s) Copies of the most current and up to date financial statements for the Tenant and for
years 2014, 2013 and 2012.



EXHIBIT D

LEASE




See attachedEXHIBIT E

GENERAL ASSIGNMENT




THIS GENERAL ASSIGNMENT (this “Assignment”) is entered into as of the        of
     , 20      , by        (“Assignor”), whose address is
     , in favor of        (“Assignee”), a
     whose address is       .



1. Contribution Agreement; Defined Terms. This Assignment is being executed and delivered
pursuant to that certain Contribution Agreement, dated as of , 2016 (the “Contribution
Agreement”), by and among the Assignor, the Assignee, Gunbarrel Road Alamosa, LLC, a Delaware
limited liability company and a wholly owned subsidiary of the Operating Partnership, Gladstone
Land Corporation, a Maryland corporation, Gladstone Land Partners, LLC, a Delaware limited
liability company, and Gladstone Land Limited Partnership, a Delaware limited partnership (the
“Operating Partnership”). Any capitalized term used but not otherwise defined herein shall
have the meaning set forth in the Contribution Agreement.



2. Assignment and Conveyance. For good and valuable consideration received by
Assignor, the receipt and sufficiency of which are hereby acknowledged, Assignor hereby bargains,
sells, conveys, grants, transfers and assigns to Assignee the entire right, title and interest of
Assignor in and to the following in accordance with the terms and conditions of the Contribution
Agreement:




	 	i.	 	[All Contracts not previously terminated at Assignee’s
request];






	 	ii.	 	All Personal Property scheduled in Exhibit B to the Purchase
Agreement and not conveyed by bill of sale;






	 	iii.	 	All warranties, guarantees, bonds, licenses, building permits,
certificates of occupancy, zoning certificates, and other governmental permits
and licenses to and in connection with the construction, development,
ownership, use, operation or maintenance of the Property or any part thereof,
to the extent the same are assignable; and






	 	iv.	 	All Water Rights not otherwise conveyed.





5. Indemnity. Assignor agrees to indemnify, defend and hold Assignee harmless from
and against any and all claims, damages, demands, causes of action, liabilities, judgments, losses,
costs and expenses (including but not limited to reasonable attorneys’ fees) asserted against or
incurred by Assignee caused by the failure of Assignor to perform any obligation under any of the
Contracts, or the Lease first arising prior to the date hereof.



4



6. Power and Authority. Assignor represents and warrants to Assignee that it is fully
empowered and authorized to execute and deliver this Assignment, and the individual signing this
Assignment on behalf of Assignor represents and warrants to Assignee that he or she is fully
empowered and authorized to do so.



7. Attorneys’ Fees. If either Assignee or Assignor or their respective successors or
assigns file suit to enforce the obligations of the other party under this Assignment, the
prevailing party shall be entitled to recover the reasonable fees and expenses of its attorneys.



8. Successors and Assigns. This Assignment shall be binding upon and inure to the
benefit of Assignor and Assignee and their respective successors and assigns.



9. Counterparts. This Agreement may be executed in any number of identical
counterparts, any or all of which may contain the signatures of fewer than all of the parties but
all of which shall be taken together as a single instrument.



10. Governing Law. This Agreement shall be governed and interpreted in accordance
with the laws of the State of Colorado.



IN WITNESS WHEREOF, Assignor and Assignee have executed and delivered this Assignment the day
and year first above written.



ASSIGNOR



     


     



By:

Title:




ASSIGNEE



     


     



EXHIBIT F




COUNTERPART SIGNATURE PAGE TO PARTNERSHIP AGREEMENT




The undersigned has thoroughly and carefully read the First Amended and Restated Agreement of
Limited Partnership of Gladstone Land Limited Partnership, a Delaware limited partnership, dated as
of October 7, 2014, and hereby adopts, agrees and assents to all provisions of said First Amended
and Restated Agreement of Limited Partnership.




CONTRIBUTOR:




[CONTRIBUTOR NAME]




By:

Name:

Title:




EXHIBIT G




ACCREDITED INVESTOR QUESTIONNAIRE




The undersigned (the “Contributor”) hereby certifies to Gladstone Land Limited Partnership, a
Delaware limited Partnership (the “Partnership”), that as of [], 2016 (the “Certification Date”),
one or more of the following categories of “accredited investor” (as defined in Rule 501(a) of the
Securities and Exchange Commission (the “SEC”)) correctly describes the undersigned, and the
undersigned has indicated in the appropriate place which provision(s) below so describe(s) the
undersigned (check all that apply):



	 	 	 
	     
	 	A natural person whose individual net worth, or joint net worth with such person’s spouse, is in excess of $1,000,000. For

purposes of this determination, (i) such person’s primary residence shall not be included as an asset; (ii) indebtedness that

is secured by such person’s primary residence, up to the estimated fair market value of the primary residence as of the date

hereof, shall not be included as a liability (except that if the amount of such indebtedness outstanding as of the date hereof

exceeds the amount that was outstanding on the date 60 days prior to the date hereof, other than as a result of the

acquisition of the primary residence, the amount of such excess shall be included as a liability); and (iii) indebtedness that

is secured by such person’s primary residence in excess of the estimated fair market value of the primary residence as of the

date hereof shall be included as a liability.

	     
	 	A natural person who had an individual income in excess of $200,000 or joint income with such person’s spouse in excess of

$300,000 in each of the last two calendar years and who reasonably expects to reach the same income level in the current

calendar year.

	     
	 	A corporation, Massachusetts or similar business trust, partnership, limited liability company, or organization described in

Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, not formed for the specific purpose of acquiring a limited

partnership interest in the Partnership, with total assets in excess of $5,000,000.

	     
	 	A bank (as defined in Section 3(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”)) or a savings and loan

association or other institution (as defined in Section 3(a)(5)(A) of the Securities Act), whether acting in regard to this

investment in its individual or a fiduciary capacity.

	     
	 	A broker or dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934.

	     
	 	An insurance company (as defined in Section 2(a)(13) of the Securities Act).

	     
	 	An investment company registered under the Investment Company Act of 1940, as amended (the “Investment Company Act”).

	     
	 	A business development company (as defined in Section 2(a)(48) of the Investment Company Act).

	     
	 	A Small Business Investment Company licensed by the U.S. Small Business Administration under Section 301(c) or (d) of the

Small Business Investment Act of 1958.

	     
	 	A plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its

political subdivisions, for the benefit of its employees, if the plan has total assets in excess of $5,000,000.

	     
	 	An employee benefit plan (an “ERISA Plan”) within the meaning of Title I of Employee Retirement Income Security Act of 1974,

as amended (“ERISA”), whose decision to purchase a limited partnership interest in the Partnership was made by a plan

fiduciary (as defined in Section 3(21) of ERISA) that is either a bank, savings and loan association, insurance company or

registered investment adviser.

	     
	 	An ERISA Plan with total assets in excess of $5,000,000.

	     
	 	A private business development company (as defined in Section 202(a)(22) of the Investment Advisers Act of 1940).

	     
	 	A trust, with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring a limited partnership

interest in the Partnership, whose purchase of such limited partnership interest is directed by a sophisticated person as

described in Rule 506(b)(2)(ii) under the Securities Act.

	     
	 	An entity in which all of the equity owners fit into at least one of the categories checked above.







	 	 	 	 	 
	     
	 	None of the above apply.
	 	


	 	 	 	 	CONTRIBUTOR:

	 	 	 	 	[CONTRIBUTOR NAME]

	 	 	 	 	By:

	 	 	 	 	 

	 	 	 	 	Name:

	 	 	 	 	 

	 	 	 	 	Title:

	 	 	 	 	 







EXHIBIT H




SECURITIES LAW REPRESENTATIONS




1. Representations. In deciding to engage in the Transactions, including the acquisition of
the OP Units, neither the Contributor nor any equity holder thereof is relying upon any
representations made to it by the Recipient Parties, or any of their respective partners, officers,
employees, or agents that are not contained herein. The Contributor is aware of the risks involved
in investing in the OP Units and in the shares of common stock, par value $0.01 per share, of the
REIT (“Common Stock”) that may be issuable at the REIT’s election upon redemption of such
OP Units in accordance with the Partnership Agreement.



2. No Registration. The Contributor and each equity holder thereof understands that the
offer and sale of the OP Units have not been registered under the Securities Act of 1933, as
amended, and the rules and regulations in effect thereunder (the “Act”) or any state
securities laws, and are instead being offered and sold in reliance on an exemption from such
registration requirements and that the REIT’s and the Operating Partnership’s reliance on such
exemption is predicated in part on the accuracy and completeness of the representations and
warranties of the Contributor contained herein.



3. Investment Intent. The Contributor is acquiring the OP Units solely for its own account
for the purpose of investment and not as a nominee or agent for any other person and not with a
view to, or for offer or sale in connection with, any distribution of such OP Units. The
Contributor agrees and acknowledges that except as permitted by the Partnership Agreement and this
Contribution Agreement, it will not, directly or indirectly, offer, transfer, sell, assign, pledge,
hypothecate or otherwise dispose of (each, a “Transfer”) any of the OP Units, unless (i)
the Transfer is pursuant to an effective registration statement under the Act and qualification or
other compliance under applicable blue sky or state securities laws, or (ii) counsel for the
Contributor (which counsel shall be reasonably acceptable to the REIT) shall have furnished the
REIT and the Operating Partnership with an opinion, reasonably satisfactory in form and substance
to the REIT and the General Partner, to the effect that no such registration is required because of
the availability of an exemption from registration under the Act. The Contributor acknowledges the
additional restrictions on Transfer imposed by the REIT Charter and the Partnership Agreement.



4. Knowledge. The Contributor is knowledgeable, sophisticated and experienced in business
and financial matters and fully understands the limitations on transfer imposed by applicable
securities laws and as described in this Agreement and the Partnership Agreement. The Contributor
is able to bear the economic risk of holding the OP Units for an indefinite period and is able to
afford the complete loss of its investment in the OP Units; the Contributor has received and
reviewed all information and documents about or pertaining to the REIT and the Operating
Partnership, the business and prospects of the REIT and the Operating Partnership, and the issuance
of the OP Units, as the Contributor deems necessary or desirable, and has been given the
opportunity to obtain any additional information or documents and to ask questions and receive
answers about such information and documents, the REIT, the Operating Partnership, the business and
prospects of the REIT and the Operating Partnership, and the OP Units, which the Contributor deems
necessary or desirable to evaluate the merits and risks related to its investment in the OP Units.



5. Holding Period; Restrictions. The Contributor acknowledges that it has been advised
that: (i) the OP Units issued pursuant to this Agreement are “restricted securities” (unless
registered in accordance with applicable U.S. securities laws) under applicable federal securities
laws and may be disposed of only pursuant to an effective registration statement or an exemption
therefrom and the Contributor understands that the Operating Partnership has no obligation or
intention to register the issuance or the resale of any of the OP Units); accordingly, the
Contributor may have to bear indefinitely the economic risks of an investment in the OP Units; (ii)
a restrictive legend in the form hereafter set forth shall be placed on the OP Unit certificates
(if any); and (iii) a notation shall be made in the records of the Operating Partnership or the
applicable transfer agent, if any, indicating that the OP Units are subject to restrictions on
transfer and ownership, including those set forth in the Partnership Agreement.



6. Value. The Contributor understands that no federal agency (including the Securities and
Exchange Commission) or state agency has made or will make any finding or determination as to the
fairness of an investment in the OP Units.



7. Lack of Market for OP Units. The Contributor understands that there is no established
public, private or other market for the OP Units to be acquired by the Contributor hereunder and it
is not anticipated that there will be any public, private or other market for such OP Units in the
foreseeable future.



8. Legend on Certificates Representing Shares of Common Stock. The Contributor acknowledges
that any certificate representing shares of Common Stock that may be issuable at the REIT’s
election upon redemption of OP Units shall bear, the following legend, together with any legends
required by the REIT Charter:




THIS SECURITY WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE
UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND THIS SECURITY
MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN
APPLICABLE EXEMPTION THEREFROM. THE HOLDER OF THIS SECURITY AGREES FOR THE BENEFIT OF THE
ISSUER THAT THIS SECURITY MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (I)
IN A TRANSACTION NOT INVOLVING A PUBLIC OFFERING, (II) PURSUANT TO ANY OTHER EXEMPTION FROM
THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, INCLUDING RULE 144 UNDER THE SECURITIES
ACT (IF AVAILABLE), (III) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OR (IV) TO THE COMPANY OR ANY OF ITS SUBSIDIARIES, IN EACH OF CASES (I)
THROUGH (IV) IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED
STATES, AND IN CASE (I) OR (II), UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL
REASONABLY SATISFACTORY TO IT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER THE
SECURITIES ACT AND SUCH OTHER APPLICABLE LAWS.



9. Legend on Certificates Representing OP Units. Each OP Unit certificate, if any, issued
pursuant to this Agreement shall bear the following legend:




THIS SECURITY WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE
UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND THIS SECURITY
MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN
APPLICABLE EXEMPTION THEREFROM. THE HOLDER OF THIS SECURITY AGREES FOR THE BENEFIT OF THE
ISSUER THAT THIS SECURITY MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (I)
IN A TRANSACTION NOT INVOLVING A PUBLIC OFFERING, (II) PURSUANT TO ANY OTHER EXEMPTION FROM
THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, INCLUDING RULE 144 UNDER THE SECURITIES
ACT (IF AVAILABLE), (III) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OR (IV) TO THE COMPANY OR ANY OF ITS SUBSIDIARIES, IN EACH OF CASES (I)
THROUGH (IV) IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED
STATES, AND IN CASE (I) OR (II), UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL
REASONABLY SATISFACTORY TO IT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER THE
SECURITIES ACT AND SUCH OTHER APPLICABLE LAWS.




THIS CERTIFICATE IS NOT NEGOTIABLE. THE LIMITED PARTNERSHIP INTERESTS REPRESENTED BY THIS
CERTIFICATE ARE GOVERNED BY AND TRANSFERABLE ONLY IN ACCORDANCE WITH (A) THE PROVISIONS OF
THE FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF GLADSTONE LAND LIMITED
PARTNERSHIP, AS AMENDED, SUPPLEMENTED OR RESTATED FROM TIME TO TIME AND (B) ANY APPLICABLE
FEDERAL OR STATE SECURITIES OR BLUE SKY LAWS.



5



SCHEDULE 1




RELATED AGREEMENTS





	 	1.	 	Agreement of Purchase and Sale by and between Ernest Myers, Virginia Myers and
Recipient dated February 11, 2016.






	 	2.	 	Agreement of Purchase and Sale by and between Sam Investments, Inc. and Recipient dated
on or about even date herewith.






	 	3.	 	Contribution Agreement by and between SAM Investments, Inc., Gladstone Land
Corporation, Gladstone Land Partners, LLC, Gladstone Land Limited Partnership and Recipient
dated on or about even date herewith.





16012208.13




6