EX-10.1





 Exhibit 10.1 

FIFTH AMENDMENT 
 TO

 FIRST AMENDED AND RESTATED 

AGREEMENT OF LIMITED PARTNERSHIP 

OF 
 GLADSTONE LAND
LIMITED PARTNERSHIP 
 THIS FIFTH AMENDMENT (this
“Amendment”) to the FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF GLADSTONE LAND LIMITED PARTNERSHIP (the “Partnership”) is made and
entered into to be effective as of January 13, 2021. Capitalized terms used herein and not defined herein shall have the meanings ascribed thereto in the First Amended and Restated Agreement of Limited Partnership of the Partnership, dated as
of October 7, 2014 (as amended by the First Amendment, the Third Amendment and the Fourth Amendment (each as defined below), collectively, the “Partnership Agreement”). 

W I T N E S S E T H: 

WHEREAS, the Certificate of Limited Partnership of the Partnership was filed in the office of the Secretary of State of the State of
Delaware on December 31, 2003; 
 WHEREAS, Gladstone Land Partners, LLC, a Delaware limited liability company (the
“General Partner”), is the sole general partner of the Partnership; 
 WHEREAS, Gladstone Land Corporation, a
Maryland corporation (the “Parent”), is the sole member of the General Partner; 
 WHEREAS, pursuant to
Section 4.03 of the Partnership Agreement, the General Partner is permitted to cause the Partnership to issue additional Partnership Units, for any Partnership purpose, at any time or from time to time, to the Partners (including the Parent) or
to other Persons, for such consideration and on such terms and conditions as shall be established by the General Partner and such additional Partnership Units may be issued in one or more classes, or one or more series of any of such classes, with
such designations, preferences and relative participating, optional or other special rights, powers and duties as shall be determined by the General Partner and set forth in a written document thereafter attached to and made an exhibit to the
Partnership Agreement (a “Partnership Unit Designation”); 
 WHEREAS, pursuant to Section 15.15 of the
Partnership Agreement, the Partnership Agreement may be amended by the General Partner without the consent of the Limited Partners to set forth the designations, preferences or other rights, voting powers, restrictions, limitations as to
distributions, qualifications or terms or conditions of redemption of the holders of any additional Partnership Units and to issue additional Partnership Interests in accordance with Section 4.03; 

WHEREAS, the General Partner previously established a series of Preferred Units, designated as “Series A Preferred Units”
pursuant to that certain First Amendment to First Amended and Restated Agreement of Limited Partnership of the Partnership, dated August 10, 2016 (the “First Amendment”), which sets forth the rights and preferences of
the Series A Preferred Units; 
 WHEREAS, the General Partner previously established a series of Preferred Units, designated as
“Series B Preferred Units” pursuant to that certain Second Amendment to First Amended and Restated Agreement of Limited Partnership of the Partnership, dated January 10, 2018, as superseded and replaced













 
in its entirety by that certain Third Amendment to the First Amended and Restated Agreement of Limited Partnership of the Partnership, dated May 30, 2018 (the “Third
Amendment”), which sets forth the rights and preferences of the Series B Preferred Units; 
 WHEREAS, the General
Partner previously established a series of Preferred Units, designated as “Series C Preferred Units” pursuant to that certain Fourth Amendment to First Amended and Restated Agreement of Limited Partnership of the Partnership, dated
February 20, 2020 (the “Fourth Amendment”), which sets forth the rights and preferences of the Series C Preferred Units; and 

WHEREAS, the General Partner desires to establish a new series of Preferred Units, which shall be referred to as “Series D
Preferred Units”, and to amend the Partnership Agreement, pursuant to, and in accordance with, the Partnership Agreement, for the purpose of setting forth the rights and preferences of the Series D Preferred Units. 

NOW, THEREFORE, the General Partner has set forth in this Amendment and in the related Partnership Unit Designation to be attached to
and made Exhibit SD to the Partnership Agreement the preferences and other rights, voting powers, restrictions, limitations as to payments, qualifications and terms and conditions of redemption of the Series D Preferred Units. 

1.    Terms of Series D Preferred Units. In making distributions pursuant to Article V of the Partnership Agreement
and allocations pursuant to Article VI of the Partnership Agreement, the General Partner shall take into account the provisions of Exhibit SD. 

2.    Distributions on Winding Up. Article XIII of the Partnership Agreement shall be amended by deleting the
existing Section 13.02(a)(iv) and adding the following new Section 13.02(a)(iv): 
 “Fourth, to the holders of Series A
Preferred Units, Series B Preferred Units, Series C Preferred Units, and Series D Preferred Units, in accordance with the terms of Exhibit SA, Exhibit SB-2, Exhibit SC, and Exhibit
SD.” 
 3.    Exhibits. The Partnership Agreement is hereby supplemented by adding
after Exhibit SC to the Partnership Agreement the following new Exhibit SD to the Partnership Agreement: 












 EXHIBIT SD 

SERIES D PREFERRED UNITS 

PARTNERSHIP UNIT DESIGNATION 

Reference is made to the First Amended and Restated Agreement of Limited Partnership, as amended (the “Partnership
Agreement”) of Gladstone Land Limited Partnership, a Delaware limited partnership (the “Partnership”), of which this Partnership Unit Designation shall become a part. 

Capitalized terms used herein and not defined herein shall have the meanings ascribed thereto in the Partnership Agreement. Section references
are (unless otherwise specified) references to sections in this Partnership Unit Designation. 
 The General Partner has set forth in this
Partnership Unit Designation the following description of the preferences and other rights, voting powers, restrictions, limitations as to distributions, qualifications and terms and conditions of redemption of a class and series of Partnership
Interests to be represented by Partnership Units which shall be referred to as the “Series D Preferred Units”: 

1.    Designation and Number. A series of Partnership Units in the Partnership, designated as the “Series D
Preferred Units,” is hereby established. The number of Series D Preferred Units shall be 3,600,000. 

2.    Rank. Series D Preferred Units shall, with respect to distribution rights and rights upon liquidation of the
Partnership, rank (a) senior to the OP Units, and to all other classes and series of Units ranking junior to Series D Preferred Units with respect to distribution rights or rights upon liquidation of the Partnership; (b) on a parity with
the Series A Preferred Units, Series B Preferred Units and Series C Preferred Units and any other Preferred Parity Units with respect to distribution rights and rights upon liquidation of the Partnership; (c) junior to all classes and series of
Units issued by the Partnership, the terms of which specifically provide that such Units rank senior to Series D Preferred Units with respect to distribution rights and rights upon liquidation of the Partnership; and (d) junior to all existing
and future indebtedness of the Partnership. 
 3.    Voting. Holders of Series D Preferred Units shall not have
any voting rights, except with respect to those matters required by law. 

4.    Non-liquidating Distributions. Except as otherwise provided in
Sections 5 and 6 of this Partnership Unit Designation: 
 (a)    Holders of Series D Preferred Units are
entitled to receive, when and as authorized by the General Partner and declared by the Partnership out of funds of the Partnership legally available for payment, preferential cumulative cash distributions at the rate of 5.00% per annum of the $25.00
liquidation preference per Series D Preferred Unit, equal to a fixed annual amount of $1.25 per Series D Preferred Unit; provided, however, that if the Parent fails to redeem or call for redemption all shares of Series D Preferred Stock (defined
below) on January 31, 2026, the distribution rate of the Series D Preferred Units will increase by 3.0% per Series D Preferred Unit per annum to 8.0% until such shares of Series D Preferred Stock are redeemed or called for redemption.
Distributions on each Unit of Series D Preferred Units shall be cumulative from (but excluding) the last day of the Parent’s most recent dividend period for which dividends have been paid by the Parent or, if no dividends have been paid by the
Parent, from the date of issuance and shall be payable monthly in arrears on the fifth day of each month, or if such day is not a Business Day, on the immediately succeeding Business Day or on such other date













 
as designated by the General Partner, with the same force and effect as if paid on such date. Any distribution payable on the Series D Preferred Units for any partial distribution period shall be
computed on the basis of a 360-day year consisting of twelve 30-day months. Distributions shall be payable to holders of record as they appear in the records of the
Partnership at the close of business on the applicable record date, which shall be the 25th day of the applicable month or such other date designated by the General Partner that is prior to the
applicable distribution payment date. 
 (b)    No distribution on Series D Preferred Units shall be authorized by the
General Partner or declared or paid or set apart for payment by the Partnership at such time as the terms and provisions of any agreement of the General Partner, the Parent or the Partnership, including any agreement relating to the indebtedness of
any of them, prohibits such declaration, payment or setting apart for payment or provides that such declaration, payment or setting apart for payment would constitute a breach thereof or a default thereunder, or if such declaration or payment shall
be restricted or prohibited by law. 
 (c)    Notwithstanding the foregoing, distributions on Series D Preferred Units
shall accrue whether or not the Partnership has earnings, whether or not there are funds legally available for the payment of such distributions, whether or not such distributions are declared and whether or not such distributions are prohibited by
agreement. Except as set forth in the next sentence, no distributions will be declared or paid or set apart for payment on Preferred Parity Units, OP Units or other Partnership Units ranking junior to Series D Preferred Units with respect to
distribution rights or rights upon liquidation of the Partnership, for any period unless full cumulative distributions have been or contemporaneously are declared and paid or declared and a sum sufficient for the payment thereof is set apart for
such payment on Series D Preferred Units for all past distribution periods and the then current distribution period. When distributions are not paid in full (or a sum sufficient for such full payment is not so set apart) upon Series D Preferred
Units and other Preferred Parity Units, all distributions declared upon Series D Preferred Units and other Preferred Parity Units shall be declared pro rata so that the amount of distributions declared per Series D Preferred Unit and other Preferred
Parity Unit shall in all cases bear to each other the same ratio that accumulated distributions per Series D Preferred Unit and other Preferred Parity Unit (which shall not include any accumulation in respect of unpaid distributions for prior
distribution periods with respect to any Preferred Parity Units that are not entitled to cumulative distributions) bear to each other. 

(d)    Except as provided in the immediately preceding paragraph, unless full cumulative distributions on Series D
Preferred Units have been or contemporaneously are declared and paid or declared and a sum sufficient for the payment thereof is set apart for payment for all past distribution periods and the then current distribution period, no distributions
(other than in OP Units or other Partnership Units ranking junior to Series D Preferred Units with respect to distribution rights or rights upon liquidation of the Partnership) shall be declared or paid or set aside for payment upon any
Preferred Parity Units, OP Units or other Partnership Units ranking junior to Series D Preferred Units with respect to distribution rights or rights upon liquidation of the Partnership, nor shall any Preferred Parity Units, OP Units or other
Partnership Units ranking junior to Series D Preferred Units with respect to distribution rights or rights upon liquidation of the Partnership be redeemed, purchased or otherwise acquired for any consideration (or any moneys be paid to or made
available for a sinking fund for the redemption of any such Preferred Parity Units, OP Units or other Partnership Units ranking junior to Series D Preferred Units with respect to distribution rights or rights upon liquidation of the Partnership) by
the Partnership (except (i) by conversion into or exchange for OP Units or other Partnership Units ranking junior to Series D Preferred Units with respect to distribution rights and rights upon liquidation of the Partnership, (ii) in
connection with the redemption, purchase or acquisition of equity securities under incentive, benefit or share purchase plans of the Parent for officers, directors or employees or others performing or providing similar services, or (iii) by
other redemption, purchase or acquisition of such equity securities by the Parent for the purpose of preserving the Parent’s ability to qualify to be taxed as a REIT). Nothing in this paragraph shall be construed to prohibit the Parent from
acquiring OP Units pursuant to Section 8.06(b) of the Partnership Agreement. 












 (e)    Holders of Series D Preferred Units shall not be entitled to any
distribution in excess of full cumulative distributions on Series D Preferred Units as provided above. Any distribution made on Series D Preferred Units shall first be credited against the earliest accrued but unpaid distribution due with respect to
such shares which remains payable. No interest, or sum of money in lieu of interest, shall be payable in respect of any distribution payment or payments on Series D Preferred Units which may be in arrears. 

(f)    In determining whether a distribution (other than upon voluntary or involuntary liquidation), redemption or other
acquisition of the Partnership Units or otherwise is permitted under Delaware law, no effect shall be given to the amounts that would be needed, if the Partnership were to be liquidated at the time of the distribution, to satisfy the preferential
rights upon distribution of holders of Partnership Units whose preferential rights are superior to those receiving the distribution. 

(g)    This Section 4 is intended to provide the Holder of a Series D Preferred Unit with the
same entitlement to periodic distributions per Series D Preferred Unit as a holder of a share of 5.00% Series D Cumulative Term Preferred Stock, par value $0.001 per share, of the Parent (“Series D Preferred Stock”) and shall
be interpreted consistently therewith. 
 5.    Liquidation Preference. 

(a)    Upon any liquidation of the Partnership, the holders of Series D Preferred Units are entitled to be paid out of the
assets of the Partnership legally available for distribution to its Partners a liquidation preference equal to the sum of (i) $25.00 per Series D Preferred Unit, and (ii) an amount equal to all accumulated and unpaid distributions to but
excluding the date of the redemption without interest, in cash or property at its fair market value as determined by the General Partner before any distribution of assets is made with respect to OP Units or other Partnership Units ranking junior to
Series D Preferred Units with respect to distribution rights or rights upon liquidation of the Partnership. 
 (b)    If
upon any liquidation of the Partnership, the assets of the Partnership, or proceeds thereof, distributable among the holders of Series D Preferred Units shall be insufficient to pay in full the preferential amount and liquidating payments on any
other class or series of Preferred Parity Units, then such assets, or the proceeds thereof, shall be distributed among the holders of Series D Preferred Units and any such other Preferred Parity Units ratably in the same proportion as the respective
amounts that would be payable on such Series D Preferred Units and any such other Preferred Parity Units if all amounts payable thereon were paid in full. 

(c)    Written notice of any such liquidation of the Partnership, stating the payment date or dates when, and the place or
places where, the amounts distributable in such circumstances shall be payable, shall be given by first class mail, postage pre-paid, not less than 30 nor more than 60 days prior to the payment date stated
therein, to each holder of Series D Preferred Units at the respective addresses of such holders as the same shall appear on the records of the Partnership. 

(d)    Upon the liquidation of the Partnership, after payment shall have been made in full in respect of the Series D
Preferred Units, the holders of Series D Preferred Units shall not be entitled to receive any further amounts in respect of Series D Preferred Units. 

(e)    None of a consolidation or merger of the Partnership with or into another entity, a merger of another entity with
or into the Partnership, a sale, lease or conveyance of all or substantially all of the Partnership’s property shall be considered a liquidation of the affairs of the Partnership for purposes of this Section 5. 












 6.    Redemption. In the event that shares of Series D Preferred
Stock are redeemed for cash in accordance with the governing documents of the Parent, then, concurrently therewith, an equivalent number of Series D Preferred Units held by the Parent shall be automatically redeemed for the same amount of cash paid
with respect to the redeemed shares of Series D Preferred Stock. Any such redemption of Series D Preferred Units will be effective at the same time as the redemption of the corresponding shares of Series D Preferred Stock. 

7.    No Conversion. Series D Preferred Units are not convertible into or exchangeable for any other property or
securities of the Partnership. 
 8.    No Maturity or Sinking Fund. The Series D Preferred Units have no
maturity date. No sinking fund has been established for the retirement or redemption of Series D Preferred Units. 
 [Signature Page
Follows.] 












 IN WITNESS WHEREOF, Gladstone Land Partners, LLC, as the sole general partner of the
Partnership, has executed this Amendment as of the date first written above, and the Partnership Agreement is hereby amended by giving effect to the terms set forth herein as of such date. 

 

					
	GENERAL PARTNER:
	
	Gladstone Land Partners, LLC
		
	By:	 	Gladstone Land Corporation, its sole member
			
		 	By:	 	 /s/ David J. Gladstone

		 	Name:	 	David J. Gladstone
		 	Title:	 	Chief Executive Officer



  
 Signature Page to
Fifth Amendment to First Amended and Restated Agreement of Limited Partnership of 
 Gladstone Land Limited Partnership