EX-10.1






Exhibit 10.1




FARMER MAC MORTGAGE SECURITIES CORPORATION

as Bond Purchaser

GLADSTONE LENDING COMPANY, LLC

as Issuer

FEDERAL AGRICULTURAL MORTGAGE CORPORATION

as Guarantor













AGVANTAGE® BOND PURCHASE AGREEMENT













Dated as of December 5, 2014




TABLE OF CONTENTS




Page



RECITALS



ARTICLE I DEFINITIONS




	 	 	SECTION 1.01. Definitions






	 	 	SECTION 1.02. Principles of Construction





ARTICLE II PURCHASE OF BONDS




	 	 	SECTION 2.01. Purchase of Bonds; Minimum Denominations






	 	 	SECTION 2.02. Interest Rates and Payment






	 	 	SECTION 2.03. Maturity





ARTICLE III CONDITIONS PRECEDENT




	 	 	SECTION 3.01. Conditions Precedent to the Purchase of Each Bond






	 	 	SECTION 3.02. Certificate of Pledged Collateral





ARTICLE IV REPORTING REQUIREMENTS




	 	 	SECTION 4.01. Annual Reporting Requirements






	 	 	SECTION 4.02. Additional Reporting Requirements






	 	 	SECTION 4.03. Default Notices





ARTICLE V REPRESENTATIONS AND COVENANTS OF THE PARTIES




	 	 	SECTION 5.01. Representations of Farmer Mac and the Purchaser






	 	 	SECTION 5.02. Representations of Issuer.





ARTICLE VI SECURITY AND COLLATERAL




	 	 	SECTION 6.01. Security and Collateral





ARTICLE VII EVENTS OF DEFAULT




	 	 	SECTION 7.01. Events of Default






	 	 	SECTION 7.02. Acceleration






	 	 	SECTION 7.03. Remedies Not Exclusive





ARTICLE VIII MISCELLANEOUS




	 	 	SECTION 8.01. GOVERNING LAW






	 	 	SECTION 8.02. WAIVER OF JURY TRIAL






	 	 	SECTION 8.03. Notices






	 	 	SECTION 8.04. Benefit of Agreement






	 	 	SECTION 8.05. Entire Agreement






	 	 	SECTION 8.06. Amendments and Waivers






	 	 	SECTION 8.07. Counterparts






	 	 	SECTION 8.08. Termination of Agreement






	 	 	SECTION 8.09. Survival






	 	 	SECTION 8.10. Severability





ARTICLE IX GUARANTEE




	 	 	SECTION 9.01. Guarantee.






	 	 	SECTION 9.02. Control by the Guarantor.





Schedule I – Addresses for Notices


Schedule II – Form of Pricing Agreement



Annex A – Form of AgVantage Bond (Fixed- and Floating-Rate)


Annex B – Reserved


Annex C – REIT Officers’ Certificate


Annex D – Issuer Officers’ Certificate


Annex E – Qualified Loan Report



AGVANTAGE BOND PURCHASE AGREEMENT




AGVANTAGE BOND PURCHASE AGREEMENT, dated as of December 5, 2014, among FARMER MAC MORTGAGE
SECURITIES CORPORATION (the “Purchaser”), a wholly owned subsidiary of FEDERAL AGRICULTURAL
MORTGAGE CORPORATION, a federally-chartered instrumentality of the United States and an institution
of the Farm Credit System (“Farmer Mac” or the “Guarantor”); GLADSTONE LENDING
COMPANY, LLC, a Delaware limited liability company (the “Issuer”); and Farmer Mac, as
Guarantor.



RECITALS




WHEREAS Issuer wishes from time to time to issue and sell AgVantage Bonds to the Purchaser,
and the Purchaser wishes from time to time to purchase such AgVantage Bonds from Issuer, all on the
terms and subject to the conditions herein provided; and



WHEREAS Farmer Mac is an instrumentality of the United States formed to provide for a
secondary market for agricultural real estate mortgages and rural utilities loans, and Issuer is a
limited liability company that intends to originate and service agricultural mortgage loans as
contemplated in this Agreement; and



WHEREAS the Issuer believes it to be in its best interests to issue and sell AgVantage Bonds
to obtain funding from Farmer Mac; and



WHEREAS Farmer Mac, the Purchaser and Issuer have agreed that the AgVantage Bonds will be
guaranteed by Farmer Mac and secured by the pledge of loans secured by first liens on agricultural
real estate, as provided herein.



NOW, THEREFORE, in consideration of the mutual agreements herein contained, Farmer Mac, the
Purchaser and Issuer agree as follows:



ARTICLE I




DEFINITIONS




SECTION 1.01. Definitions. As used in this Agreement, the following terms shall have
the following meanings:



“Agreement” means this AgVantage Bond Purchase Agreement, as the same may be amended
from time to time.



“AgVantage Bonds” or “Bonds” means the debt instruments in the form of Annex A
hereto issued and sold under this Agreement, or any one or more of them as the context may require.



“Bond Documents” means the Bonds, this Agreement, and the Pledge Agreement.



“Bond Interest Rate” means the rate of interest applicable to any particular Bond, as
set forth in the applicable Pricing Agreement.



“Bond Specific Payment Default” means an Event of Default triggered solely by a
payment default of one or more AgVantage Bonds under Section 7.01(a) of this Agreement when no
other facts and circumstances exist that have caused an Event of Default under Section 7.01 (other
than Section 7.01(a)) to occur and be continuing.



“Borrower” means a limited liability company or other entity organized and domiciled
under the laws of any state in the United States of America that is principally-owned by the
Operating Partnership and affiliated with Issuer (unless otherwise approved by Farmer Mac) and that
owns the agricultural real estate securing one or more Qualified Loans.



“Business Day” means any day other than a Saturday, a Sunday, or a day on which any of
the Federal Reserve Bank of New York, Farmer Mac’s office in Washington, DC or Issuer’s main office
in McLean, Virginia is not open for business.



“Capitalized Interest” means interest that is added to the cost of a long-term asset
rather than expensed.



“Certificate of Pledged Collateral” has the meaning given to that term in the Pledge
Agreement.



“Closing Date” means the date of the funding of each issuance of AgVantage Bonds
hereunder, which date shall be set forth in the applicable Pricing Agreement.



“Collateral Agent” means Farmer Mac, as collateral agent under the Pledge Agreement,
or its successor, as appointed pursuant to the terms set forth in Article 3 of the Pledge and
Security Agreement.



“Control Party” means (i) the Guarantor, so long as no Guarantor Default has occurred
and is continuing, or (ii) the holders of the AgVantage Bonds for so long as a Guarantor Default
has occurred and is continuing.



“Dollar” or “$” means the lawful money of the United States of America.



“EBITDA” means earnings before interest, taxes, depreciation, and amortization.



“Equity Offering Proceeds” means the amount of net proceeds of any offerings or
issuances of common equity securities (including proceeds from issuances of senior common stock but
excluding proceeds from issuances of preferred term stock that is required to be accounted for as
debt under GAAP) completed by the REIT after the date hereof, as set forth in the offering
documents for any such offerings or issuances; provided, however, that to the extent any amount of
such net proceeds are used to retire or redeem any existing or outstanding class or series of
equity or debt securities issued by the REIT, or to repay debt otherwise incurred, directly or
indirectly, by the REIT, as set forth in the offering documents for any such offerings or
issuances, then the Equity Offering Proceeds shall be reduced by that amount; provided further,
that to the extent the offering documents for any such offerings or issuances do not clearly
identify, in the reasonable judgment of Farmer Mac, the amount of net proceeds used to retire or
redeem any existing or outstanding class or series of equity or debt securities issued by the REIT,
or to repay debt otherwise incurred, directly or indirectly, by the REIT, then Issuer shall cause
the REIT to provide such information as is reasonably requested by Farmer Mac to enable Farmer Mac
to perform an accurate calculation of the amount of Equity Offering Proceeds resulting from an
offering or issuance of equity securities completed by the REIT.



“Event of Default” has the meaning given to that term in Section 7.01.



“Final Issuance Date” means the earlier of: (a) two years from the date on which an
issuance of AgVantage Bonds is first issued hereunder; and (b) such date as Farmer Mac determines
that a Material Adverse Change has occurred.



“Final Maturity Date” means December 31, 2029, or such other date as agreed to by the
parties.



“Financial Covenants” has the meaning given to that term in Section 5.02.



“Financial Statements”, in respect of a Fiscal Year, means the publicly filed
consolidated financial statements (including footnotes) of the REIT prepared in accordance with
U.S. generally accepted accounting principles for that Fiscal Year as audited by independent
certified public accountants selected by the REIT, and in respect of a Fiscal Quarter, means the
publicly filed unaudited interim consolidated financial statements of the REIT prepared in
accordance with U.S. generally accepted accounting principles for that Fiscal Quarter.



“Fiscal Quarter” means each fiscal quarter of the REIT, as such may be changed from
time to time, which at the date hereof commence on January 1, April 1, July 1, and October 1 of
each calendar year and end on March 31, June 30, September 30, and December 31 of the same calendar
year, respectively.



“Fiscal Year” means the fiscal year of the REIT, as such may be changed from time to
time, which at the date hereof commences on January 1 of each calendar year and ends on December 31
of the same calendar year.



“Fixed Charge Coverage Ratio” means the ratio of (a) the sum of the REIT’s (i)
aggregate EBITDA as presented in the Financial Statements, for the prior four Fiscal Quarters for
which Financial Statements are available, which includes the most recently reported quarter and
(ii) aggregate Non-Cash Expenses as presented in the Financial Statements, for the prior four
Fiscal Quarters for which Financial Statements are available, which includes the most recently
reported quarter to (b) the sum of the REIT’s (i) aggregate interest expense as presented in the
Financial Statements, for the prior four Fiscal Quarters for which Financial Statements are
available, which includes the most recently reported quarter (ii) aggregate Capitalized Interest,
for the prior four Fiscal Quarters for which Financial Statements are available, which includes the
most recently reported quarter (iii) aggregate preferred dividend payments as presented in the
Financial Statements, to the extent required to be reflected as debt on the REIT’s Financial
Statements, for the prior four Fiscal Quarters for which Financial Statements are available, which
includes the most recently reported quarter and (iv) aggregate Lease Payments, for the prior four
Fiscal Quarters for which Financial Statements are available, which includes the most recently
reported quarter.



“Goodwill” shall be the aggregate value of the intangible assets held by the REIT, as
of the end of each Fiscal Quarter or the Fiscal Year, as applicable, as presented in the Financial
Statements, excluding the Intangible Assets.



“Guaranteed Obligations” has the meaning given to that term in Section 9.01.



“Guarantor Default” means a default by the Guarantor under its obligations pursuant to
Article IX which is existing and continuing.



“Intangible Assets” means intangible real property assets that are recorded as part of
the acquisition of a real property asset, including leasing costs (consisting of leasing
commissions and legal fees), in-place lease values and customer relationships, to the extent that
such values are included in the line item “Lease intangibles, net” on the consolidated balance
sheet of the REIT’s Financial Statements.



“Interest Payment Date” means the dates set forth in the Pricing Agreement for Bonds
as the interest payment dates therefor; provided, however, that if any such date is not a Business
Day, such Interest Payment Date that would otherwise be such date will be the next Business Day
following such date.



“Land Asset Fair Value Adjustment” means the difference between (i) the then current
aggregate fair value of all of the farm properties directly or indirectly owned by the REIT, as
reported in the MD&A Section under the Net Asset Value disclosure in the REIT’s quarterly filings
with the Securities and Exchange Commission (“SEC”), representing the value of such
properties based on independent third-party appraisals, the purchase price paid for recently
purchased properties not included in the previous Fiscal Quarter’s Financial Statements, or the
REIT’s internal valuation process, as applicable, and (ii) the net cost basis of all of the farm
properties directly or indirectly owned by the REIT representing the initial acquisition price
(including the costs allocated to both tangible assets and Intangible Assets) plus subsequent
improvements and capitalized costs associated with such properties, and adjusted for accumulated
depreciation and amortization, as such value is set forth in the applicable Financial Statements of
the REIT. In the absence of the Net Asset Value disclosure within the REIT’s quarterly filing, or
the absence of a quarterly filing, the aggregate fair value of such farm properties shall be that
as found in the REIT’s most recent SEC filing, updated for any appraisals performed since the time
of said filing or the addition of any new properties acquired since the time of such filing, which
properties, if any, will be included at their respective purchase price(s).



“Lease Payments” means payments related to capital leases, as presented, as of the end
of each Fiscal Quarter or the Fiscal Year, as applicable, as presented in the Financial Statements.



“Leverage Ratio” means the ratio of the REIT’s Total Debt to the REIT’s Total Assets.



“Material Adverse Change” means a material adverse change in the financial condition
or business of Issuer, the Operating Partnership, or the REIT since the end of the REIT’s most
recently completed Fiscal Year for which audited Financial Statements are available and have been
provided to Farmer Mac, unless such material adverse change has otherwise been set forth in
documents, certificates or financial information furnished to Farmer Mac or publicly filed prior to
the date of this Agreement.



“Minimum Required Collateralization Level” has the meaning given to that term in the
Pledge Agreement.



“Minimum Tangible Net Worth” shall be calculated pursuant to the following formula:



$50,000,000 + (0.6 * Equity Offering Proceeds)



“Non-Cash Expenses” means any expenses that were accounted for in the calculation of
the REIT’s EBITDA that did not, and are not expected to, result in a disbursement of cash. Non-Cash
Expenses may include, but are not limited to, stock-based compensation expense and any other
compensation for products or services paid in stock of the REIT or units of the Issuer. The REIT
or the Issuer shall inform Farmer Mac of the items included in the Non-Cash Expenses calculation to
the extent requested by Farmer Mac.



“Nonperforming Assets” means the sum of the unpaid principal balance of all loans
owned by Issuer that are 90 or more days delinquent, in foreclosure, or in bankruptcy.



“Nonperforming Asset Rate” means the ratio of Nonperforming Assets to the unpaid
principal balance of all loans owned by Issuer.



“Notice of Requested Borrowing” has the meaning set forth in Section 2.01 hereof.



“Operating Partnership” means Gladstone Land Limited Partnership.



“Person” means an individual, a corporation, a partnership, an association, a trust or
any other entity or organization, including a government or political subdivision or an agency or
instrumentality thereof.



“Pledge Agreement” means the Pledge and Security Agreement dated as of the date
hereof, among Issuer, the Purchaser, Farmer Mac and the Collateral Agent.



“Pricing Agreement” means the Pricing Agreement for each issuance of Bonds among
Farmer Mac, the Purchaser and Issuer in the form of Schedule II attached hereto.



“Qualified Collateral” has the meaning given to that term in the Pledge Agreement.



“Qualified Loans” has the meaning given to that term in the Pledge Agreement.



“REIT” means the Gladstone Land Corporation, a Maryland corporation, and the
consolidated parent company of Issuer.



“Stockholders’ Equity” shall be the stockholders’ equity of the REIT, as of the end of
each Fiscal Quarter or the Fiscal Year, as applicable, as presented in the Financial Statements.



“Tangible Net Worth” means the tangible net worth of the REIT, calculated as follows:



(Stockholders’ Equity + Land Asset Fair Value Adjustment – Goodwill)



“Total Assets” means the sum of (a) the Land Asset Fair Value Adjustment and (b) the
total assets as of the end of each Fiscal Quarter or the Fiscal Year, as applicable, as presented
in the Financial Statements.



“Total Debt” means the total interest-bearing debt of the REIT (including any
preferred term stock that is required to be accounted for as debt under GAAP) as of the end of each
Fiscal Quarter or the Fiscal Year, as applicable, as presented in the Financial Statements.



SECTION 1.02. Principles of Construction. Unless the context shall otherwise
indicate, the terms defined in Section 1.01 hereof include the plural as well as the singular and
the singular as well as the plural. The words “hereafter”, “herein”, “hereof”, “hereto” and
“hereunder”, and words of similar import, refer to this Agreement as a whole and not to any
particular Article, Section or other subdivision. The words “include”, “includes” and “including”
shall be construed to be followed by the words “without limitation.” References to Exhibits,
Articles, Sections, paragraphs, subparagraphs and clauses shall be construed as references to the
Exhibits, Articles, Sections, paragraphs, subparagraphs and clauses of this Agreement. All
accounting terms used and not expressly defined herein shall have the meanings given to them in
accordance with United States generally accepted accounting principles, and the term “generally
accepted accounting principles” shall mean such accounting principles which are generally accepted
at the date or time of any computation or at the date hereof. The descriptive headings of the
various articles and sections of this Agreement were formulated and inserted for convenience only
and shall not be deemed to affect the meaning or construction of the provisions hereof.



ARTICLE II




PURCHASE OF BONDS




SECTION 2.01. Purchase of Bonds; Minimum Denominations. The Purchaser agrees to
purchase Bonds, at 100% of their principal amount, from time to time before the Final Issuance
Date, as requested by Issuer by written notice (each, a “Notice of Requested Borrowing”)
and approved by Farmer Mac in an aggregate principal amount, for all Bonds outstanding hereunder at
any one time, not in excess of $75,000,000, subject to satisfaction of the conditions set forth
herein and agreement between the parties hereto as to the terms of the applicable Pricing
Agreement. Issuer may borrow, repay (subject to the terms of the applicable Bonds being repaid)
and reborrow funds at any time or from time to time up to, but not including, the Final Issuance
Date; provided that Issuer shall not be eligible to borrow funds under this Agreement at
any time that Farmer Mac has determined that there has been a Material Adverse Change. Each
advance under this Agreement shall be disbursed in a minimum amount of $1 million and additional
increments of $50,000 or such other amounts as agreed to in the applicable Pricing Agreement. Each
Bond shall price, close and fund at times mutually agreeable to the parties hereto, subject to
satisfaction of the conditions set forth herein and in accordance with the procedures set forth in
Section 2.02(c) hereof, unless otherwise agreed by the parties hereto and set forth in the
applicable Pricing Agreement. No Bond will be purchased without the signature of Issuer on such
Bond, and each Bond purchased hereunder shall be the obligation of Issuer.



SECTION 2.02. Interest Rates and Payment.




(a) Each Bond shall bear interest, payable semi-annually in arrears (unless
otherwise agreed by the parties hereto and set forth in the applicable Pricing
Agreement) on the outstanding principal amount thereof (computed on the basis of a
30-day month and a 360-day year unless otherwise agreed by the parties hereto and
set forth in the applicable Pricing Agreement) from its date of issuance until final
payment on the maturity date thereof or otherwise at a fixed rate or floating rate,
as specified for the term of such Bond in the applicable Pricing Agreement.
Interest only shall be payable on each Interest Payment Date. The Interest Payment
Dates shall be determined at the time of, and set forth in, the applicable Pricing
Agreement. The principal amount of each Bond, together with any accrued but unpaid
interest, shall be due and payable in full on the applicable maturity date for such
Bond.




(b) Default Interest. To the extent any payment of interest or
principal is not paid when due, interest shall continue to accrue thereon at the
applicable rate per annum determined as provided above plus two (2) percent (2%).




(c) Notice of Requested Borrowing; Determination of Applicable Margin;
Procedure for Pricing.(i)




(i) Each Notice of Requested Borrowing shall indicate the requested amount
of the Bond and the desired maturity date of such Bond that Issuer requests to
be purchased. A Notice of Requested Borrowing may request preliminary pricing
indications for more than one maturity. Each Notice of Requested Borrowing
shall also provide name, telephone and email contact information of an
authorized representative of Issuer.




(ii) Upon receipt of a Notice of Requested Borrowing from Issuer, Farmer
Mac shall, within 2 Business Days, subject to the condition that Issuer has
already provided information to Farmer Mac concerning Issuer, the proposed
Borrowers, the Operating Partnership, or the REIT as reasonably requested by
Farmer Mac, provide to Issuer a preliminary indication of the applicable Bond
Interest Rate. Farmer Mac shall not be obligated to provide an indication of
pricing if Farmer Mac uses its best efforts to obtain and provide such
preliminary indication, but determines in its sole discretion reasonably
exercised that market conditions are unfavorable for the issuance of debt to
fund Bonds with the terms set forth in the Notice of Requested Borrowing. Upon
an acceptance of such preliminary indication of pricing by Issuer, the
applicable Bond will price within a mutually agreeable time period (and may
price on the day of the preliminary pricing if the parties so agree) with the
agreed upon Bond Interest Rate being evidenced in the applicable Pricing
Agreement.




(d) Payments and Prepayments. Each Bond shall not be prepayable during
the term of such Bond unless otherwise agreed by the parties hereto and set forth in
the applicable Pricing Agreement, which will set forth a schedule of any permitted
prepayment dates. Unless otherwise agreed by the parties hereto and set forth in the
applicable Pricing Agreement, any such permitted prepayment by Issuer shall be in
whole upon at least nine business days’ written notice to Farmer Mac.



SECTION 2.03. Maturity(a) . Each Bond shall mature on the maturity date set forth in
the applicable Pricing Agreement and in any event no later than the Final Maturity Date.



ARTICLE III




CONDITIONS PRECEDENT




SECTION 3.01. Conditions Precedent to the Purchase of Each Bond. On each Closing Date, the
Purchaser shall be under no obligation to purchase any Bond unless and until the following
conditions have been satisfied:




(a) The Bonds. Farmer Mac shall have received the original of such
Bonds, each duly executed on behalf of Issuer, in the applicable form attached as
Annex A hereto, or otherwise in a form agreed by the parties.




(b) The Pledge Agreement. Farmer Mac shall have received an original
of the Pledge Agreement duly executed on behalf of Issuer and the Collateral Agent.




(c) Opinion of Counsel. Farmer Mac shall have received an opinion of
counsel to Issuer in form and substance acceptable to Farmer Mac.




(d) Financial and Other Information. Issuer shall have provided Farmer
Mac with the REIT’s most recent Financial Statements and such other information
concerning Issuer, the Borrowers, the Operating Partnership, and the REIT as Farmer
Mac shall have reasonably requested.




(e) No Material Adverse Change. Issuer shall have certified to Farmer
Mac (in the manner specified in paragraph (i) of this Section 3.01), and Farmer Mac
shall be satisfied, that no Material Adverse Change shall have occurred.




(f) UCC Filing. Issuer shall have provided Farmer Mac with evidence
that Issuer has filed the applicable UCC financing statement required pursuant to
the Pledge Agreement.




(g) No Event of Default. Issuer shall have certified to Farmer Mac and
Farmer Mac shall be satisfied that no Event of Default shall have occurred and be
continuing.




(h) Compliance with Financial Covenants. Issuer shall have certified
to Farmer Mac that it has caused the REIT to provide a certification by any
president, vice president, chief financial officer or treasurer of the REIT to
Farmer Mac, substantially in the form of Annex C attached hereto, regarding the
REIT’s compliance with the Financial Covenants contained herein, and Farmer Mac
shall be satisfied that the REIT is in compliance with all Financial Covenants
contained herein.




(i) Certification of Senior Management. Issuer shall have provided
Farmer Mac a certification by any member, president, vice president, chief financial
officer or treasurer of Issuer, substantially in the form of Annex D attached
hereto, as to the following: (i) that Issuer is an institution organized as a
Delaware limited liability company with the appropriate expertise, experience and
qualifications to make agricultural mortgage loans to the Borrowers; (ii) the
matters to be certified under paragraphs (e), (g) and (h) of this Section 3.01; and
(iii) the representations and warranties of Issuer are true and correct in all
material respects except with respect to representations or warranties that relate
to a specific date or time.



SECTION 3.02. Certificate of Pledged Collateral. No later than three Business Days after
each advance hereunder, Issuer shall provide to Farmer Mac and the Collateral Agent (if not Farmer
Mac) a copy of a Certificate of Pledged Collateral. The Certificate of Pledged Collateral will be
dated not earlier than the last day of the immediately preceding calendar month, or a more recent
date at Issuer’s option, in accordance with the terms of the Pledge Agreement.



ARTICLE IV




REPORTING REQUIREMENTS




SECTION 4.01. Annual Reporting Requirements. So long as any Bonds remain outstanding,
Issuer shall provide or shall cause the REIT to provide Farmer Mac with the following items within
90 days of the end of each Fiscal Year, in each case, in form and substance reasonably satisfactory
to Farmer Mac:




(a) the Financial Statements for such Fiscal Year;




(b) a Certificate of Pledged Collateral;




(c) an inventory from the Collateral Agent (if not Farmer Mac), or such other
evidence as is reasonably satisfactory to Farmer Mac, as to the Qualified Collateral
held by the Collateral Agent (if not Farmer Mac) at the end of such Fiscal Year;




(d) the Nonperforming Asset Rate as of the last day of the end of the
immediately preceding Fiscal Year; and




(e) such other information concerning Issuer, the Operating Partnership, the
REIT, the Borrowers, or the Qualified Collateral as is reasonably requested by
Farmer Mac.



SECTION 4.02. Additional Reporting Requirements. So long as any Bonds remain outstanding,
Issuer shall provide or shall cause the REIT to provide to Farmer Mac, not more than thirty-five
(35) Business Days following the end of each of Issuer’s calendar quarters, a report substantially
in the form attached hereto as Annex E and incorporated by reference herein that identifies each
Qualified Loan that constitutes Qualified Collateral, and such other information concerning Issuer,
the Operating Partnership, the REIT, the Borrowers, or the Qualified Collateral as is reasonably
requested by Farmer Mac.



SECTION 4.03. Default Notices. If an action, occurrence or event shall happen that is, or
with notice and the passage of time would become (unless Issuer completes the required performance
during any applicable grace period) , an Event of Default, Issuer shall deliver a notice of such
action, occurrence or event to Farmer Mac before 4:00 p.m. (District of Columbia time) on the
Business Day following the date Issuer becomes aware of such action, occurrence or event, and, if
such Event of Default should occur, shall submit to Farmer Mac, within five days thereafter, a
report setting forth its views as to the reasons for the Event of Default, the anticipated duration
of the Event of Default and what corrective actions Issuer is taking to cure such Event of Default.



ARTICLE V




REPRESENTATIONS AND COVENANTS OF THE PARTIES




SECTION 5.01. Representations of Farmer Mac and the Purchaser. Each of Farmer Mac and the
Purchaser jointly and severally represent to Issuer that on the date hereof and on each date on
which the Purchaser purchases a Bond from Issuer:




(a) it has all necessary authority and has taken all necessary corporate
action, and obtained all necessary approvals, in order for it to execute and deliver
all Bond Documents to which it is a party and for its obligations and agreements
under the Bond Documents to constitute valid and binding obligations of Farmer Mac
and the Purchaser; and in particular the terms of the transaction, and the actions
taken by Farmer Mac and the Purchaser, are in compliance with and in satisfaction of
the requirements of the Farm Credit Administration, as amended or waived by the Farm
Credit Administration; and




(b) The Purchaser is purchasing the Bonds for its own account and not with a
view to the distribution thereof, provided that the disposition by Farmer Mac or the
Purchaser of their property shall at all times be within their control. Farmer Mac
and the Purchaser each understands that the Bonds have not been registered under the
Securities Act of 1933, as amended, and may be resold only if an exemption from
registration is available.



SECTION 5.02. Representations of Issuer. Issuer hereby represents to Farmer Mac and the
Purchaser that on the date hereof, on each date on which the Purchaser purchases a Bond from
Issuer, and, for purposes of paragraph (j), as of the end of each Fiscal Quarter following the date
hereof:




(a) Issuer has been duly organized and is validly existing and in good standing
in the jurisdiction of its organization;




(b) Issuer has the limited liability company power and authority to execute and
deliver this Agreement, each of the other Bond Documents and the applicable Pricing
Agreement, to consummate the transactions contemplated hereby and thereby and to
perform each of its obligations hereunder and thereunder;




(c) Issuer has taken all necessary limited liability company and other action
to authorize the execution and delivery of this Agreement, each of the other Bond
Documents and the applicable Pricing Agreement, the consummation by Issuer of the
transactions contemplated hereby and thereby and the performance by Issuer of its
obligations hereunder and thereunder;




(d) this Agreement, each of the other Bond Documents and the applicable Pricing
Agreement have been duly authorized, executed and delivered by Issuer and constitute
the legal, valid and binding obligations of Issuer, enforceable against Issuer in
accordance with their respective terms, subject to: (i) applicable bankruptcy,
reorganization, insolvency, moratorium and other laws of general applicability
relating to or affecting creditors’ rights generally; and (ii) the application of
general principles of equity regardless of whether such enforceability is considered
in a proceeding in equity or at law;




(e) no approval, consent, authorization, order, waiver, exemption, variance,
registration, filing, notification, qualification, license, permit or other action
is required to be obtained, given, made or taken, as the case may be, with, from or
by any regulatory body, administrative agency or governmental authority having
jurisdiction over Issuer or any third party under any agreement to which Issuer is a
party to authorize the execution and delivery by Issuer of this Agreement, any of
the other Bond Documents or the applicable Pricing Agreement, or the consummation by
Issuer of the transactions contemplated hereby or thereby or the performance by each
of Issuer of each of its obligations hereunder or thereunder;




(f) neither the execution or delivery by Issuer of this Agreement, any of the
other Bond Documents or the applicable Pricing Agreement nor the consummation by
Issuer of any of the transactions contemplated hereby or thereby nor the performance
by Issuer of its obligations hereunder or thereunder, including, without limitation,
the pledge of the Qualified Loans (as such term is defined in the Pledge Agreement)
to Farmer Mac, conflicts with or will conflict with, violates or will violate,
results in or will result in a breach of, constitutes or will constitute a default
under, or results in or will result in the imposition of any lien or encumbrance
pursuant to any term or provision of the articles of incorporation or the bylaws of
Issuer or any provision of any existing law or any rule or regulation currently
applicable to Issuer or any judgment, order or decree of any court or any regulatory
body, administrative agency or governmental authority having jurisdiction over
Issuer or the terms of any mortgage, indenture, contract or other agreement to which
Issuer is a party or by which Issuer or any of each of its properties is bound;




(g) there is no action, suit, proceeding or investigation before or by any
court or any regulatory body, administrative agency or governmental authority
presently pending or, to the actual knowledge of Issuer, threatened with respect to
Issuer, this Agreement, any of the other Bond Documents or the applicable Pricing
Agreement challenging the validity or enforceability of this Agreement, any of the
other Bond Documents or the applicable Pricing Agreement, or seeking to restrain,
enjoin or otherwise prevent Issuer from engaging in its business as currently
conducted or the consummation by Issuer of the transactions contemplated by this
Agreement, any of the other Bond Documents or the applicable Pricing Agreement, or
which, if adversely determined, would have a material adverse effect on Issuer’s
financial condition or either of its ability to perform each of its obligations
under this Agreement, any of the other Bond Documents or the applicable Pricing
Agreement;




(h) Issuer has (or will obtain through other affiliated companies directly or
indirectly owned by the REIT) the appropriate expertise, experience and
qualifications to make agricultural mortgage loans similar to the mortgage loans (to
the Borrowers) contemplated hereby;




(i) no Material Adverse Change has occurred;




(j) Issuer has caused the REIT to provide to Farmer Mac a certification within
45 calendar days after the end of the last Fiscal Quarter, substantially in the form
of Annex C attached hereto, certifying that the REIT is in compliance with the
following covenants (collectively, the “Financial Covenants”) as of the end of such
Fiscal Quarter:




	 	(i)	 	Leverage Ratio of the REIT shall not be
more than sixty-five percent (65%);






	 	(ii)	 	the Fixed Charge Coverage Ratio of the
REIT shall be at least 1.4; and






	 	(iii)	 	the Tangible Net Worth of the REIT shall
be at least equal to or greater than the Minimum Tangible Net Worth;
provided, however, that this Financial Covenant shall not restrict
the REIT from making the minimum dividend payments required to
maintain its status as a real estate investment trust and such
dividend payments shall not cause a violation of this Financial
Covenant.






(k) As to each Bond purchased by Purchaser, Issuer made a reasonable
determination, as of the date on which the Purchaser purchased such Bond from
Issuer, that the applicable Borrower under each Qualified Loan pledged to secure
such Bond at the time of such purchase had sufficient repayment capacity to perform
under such Qualified Loan without requiring repayment support from any other
Borrower.



ARTICLE VI




SECURITY AND COLLATERAL




SECTION 6.01. Security and Collateral.




(a) To secure the full and punctual payment of the Bonds, Issuer shall enter
into the Pledge Agreement pursuant to which Issuer shall grant a perfected security
interest to the Collateral Agent, for the ratable benefit of the holders of the
Bonds and the Guarantor, in and shall pledge and collaterally assign to and with the
Collateral Agent the Qualified Collateral and all of the rights, remedies, title and
interest of Issuer in and to the Qualified Collateral in which the Issuer has rights
or the power to transfer rights to a secured party.




(b) Issuer shall cause (i) the value of the Qualified Collateral (as determined
in accordance with the Pledge Agreement) to be at all times not less than 110% of
the aggregate outstanding principal amount of the Bonds, and (ii) the value of the
Qualified Loans (as determined in accordance with the Pledge Agreement) to be at all
times not less than 100% of the aggregate outstanding principal amount of the Bonds.




(c) Issuer shall not create, or permit to exist, any pledge, lien, charge,
mortgage, encumbrance, debenture, hypothecation or other similar security instrument
that secures, or in any way attaches to, such Qualified Collateral, other than the
lien of the Pledge Agreement and the Permitted Liens (as defined in the Pledge
Agreement), without the prior written consent of Farmer Mac.




(d) The Qualified Loans will at all times meet the Eligibility Criteria as
defined in the Pledge Agreement.



ARTICLE VII




EVENTS OF DEFAULT




SECTION 7.01. Events of Default. Each of the following actions, occurrences or events
shall, but only (except in the case of subsections (a), (d), (e), and (f) below) if Issuer does not
cure such action, occurrence or event within 45 days after receipt of written notice from Farmer
Mac requesting that it be cured, constitute an “Event of Default” under the terms of this
Agreement:




(a) a failure by Issuer to make a payment of principal or interest on any Bond
for more than two Business Days after the same becomes due and payable;




(b) a material representation by Issuer to Farmer Mac in connection with this
Agreement, any Bond or the Pledge Agreement, or any material information reported
pursuant to Article V, shall prove to be incorrect or untrue in any material respect
when made or deemed made;




(c) a failure by Issuer to comply with any other covenant or provision
contained in this Agreement or any Bond or the Pledge Agreement (other than a
failure by Issuer to maintain the Minimum Required Collateralization Level);




(d) the entry of a decree or order by a court having jurisdiction in the
premises adjudging Issuer, the Operating Partnership or the REIT a bankrupt or
insolvent, or approving as properly filed a petition seeking reorganization,
arrangement, adjustment or composition of or in respect of Issuer, the Operating
Partnership or the REIT under the Federal Bankruptcy Act or any other applicable
Federal or State law or law of the District of Columbia, or appointing a receiver,
liquidator, assignee, trustee, sequestrator (or other similar official) of Issuer,
the Operating Partnership or the REIT or of any substantial part of either of its
property, or ordering the winding up or liquidation of either of its affairs, and
the continuance of any such decree or order unstayed and in effect for a period of
60 consecutive days;




(e) the commencement by Issuer, the Operating Partnership or the REIT of
proceedings to be adjudicated a bankrupt or insolvent, or the consent by Issuer, the
Operating Partnership or the REIT to the institution of bankruptcy or insolvency
proceedings against it, or the filing by Issuer, the Operating Partnership or the
REIT of a petition or answer or consent seeking reorganization or relief under the
Federal Bankruptcy Act or any other applicable Federal or State law or law of the
District of Columbia, or the consent by Issuer, the Operating Partnership or the
REIT to the filing of any such petition or to the appointment of receiver,
liquidator, assignee, trustee, sequestrator (or similar official) of Issuer, the
Operating Partnership or the REIT or of any substantial part of its property, or the
making by Issuer, the Operating Partnership or the REIT of an assignment for the
benefit of creditors, or the admission by Issuer, the Operating Partnership or the
REIT in writing of its inability to pay its debts generally as they become due, or
the taking of limited liability company action by Issuer, the Operating Partnership
or the REIT in furtherance of any such action; or




(f) a failure by Issuer to maintain the Minimum Required Collateralization
Level, if Issuer does not cure such action, occurrence or event within 30 days of
the earlier of (i) receipt of written notice from Farmer Mac requesting that it be
cured, or (ii) the first day on which Issuer becomes aware of such failure; or




(g) a failure or breach by the REIT to comply with any of the Financial
Covenants set forth herein.



SECTION 7.02. Acceleration. Upon the occurrence, and during the continuance, of an Event
of Default, Farmer Mac may, upon written notice to that effect to Issuer, declare the entire
principal amount of, and accrued interest on, the Bonds at the time outstanding to be immediately
due and payable. Notwithstanding the foregoing, if a Bond Specific Payment Default has occurred
and is continuing with respect to one or more Bonds, Farmer Mac agrees to forbear from enforcing
its rights in the Qualified Loans supporting other Bonds issued hereunder for which there is no
Bond Specific Payment Default, which forbearance shall be for a period of 30 calendar days after
the Bond Specific Payment Default has occurred.



SECTION 7.03. Remedies Not Exclusive. Upon the occurrence, and during the continuance, of
an Event of Default, Farmer Mac shall be entitled to take such other action as is provided for by
law, in this Agreement, or in any of the other Bond Documents, including injunctive or other
equitable relief.



ARTICLE VIII




MISCELLANEOUS




SECTION 8.01. GOVERNING LAW. EXCEPT AS SET FORTH IN SECTION 9.01 HEREOF, THIS AGREEMENT
SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, FEDERAL LAW. TO THE EXTENT FEDERAL LAW
INCORPORATES STATE LAW, THAT STATE LAW SHALL BE THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO
CONTRACTS MADE AND PERFORMED THEREIN.



SECTION 8.02. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT
PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING
DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS
CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A)
CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY
OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE
FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO
ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS
SECTION 8.02.



SECTION 8.03. Notices. All notices and other communications hereunder to be made to any
party shall be in writing and shall be addressed as specified in Schedule I attached hereto
as appropriate except as otherwise provided herein. The address, telephone number, or facsimile
number for any party may be changed at any time and from time to time upon written notice given by
such changing party to the other parties hereto. A properly addressed notice or other
communication shall be deemed to have been delivered at the time it is sent by facsimile (fax)
transmission to the party or parties to which it is given.



SECTION 8.04. Benefit of Agreement. This Agreement shall become effective when it shall
have been executed by Farmer Mac, the Purchaser and the Issuer, and thereafter shall be binding
upon and inure to the respective benefit of the parties and their permitted successors and assigns.



SECTION 8.05. Entire Agreement. This Agreement, including the Schedules and Annexes
hereto, and the other Bond Documents, constitute the entire agreement between the parties hereto
concerning the matters contained herein and supersede all prior oral and written agreements and
understandings between the parties.



SECTION 8.06. Amendments and Waivers.




(a) No provision of this Agreement may be amended or modified except pursuant
to an agreement in writing entered into by Farmer Mac, the Purchaser and the Issuer.
No provision of this Agreement may be waived except in writing by the party or
parties receiving the benefit of and under such provision.




(b) No failure or delay of Farmer Mac, the Purchaser or the Issuer in
exercising any power or right hereunder shall operate as a waiver thereof, nor shall
any single or partial exercise of any such right or power, or any abandonment or
discontinuance of steps to enforce such a right or power, preclude any other or
further exercise thereof or the exercise of any other right or power. No waiver of
any provision of this Agreement or consent to any departure by Issuer therefrom
shall in any event be effective unless the same shall be authorized as provided in
paragraph (a) of this Section 8.06, and then such waiver or consent shall be
effective only in the specific instance and for the purpose for which given. No
notice or demand on Issuer in any case shall entitle Issuer to any other or further
notice or demand in similar or other circumstances.



SECTION 8.07. Counterparts. This Agreement may be executed in two or more counterparts,
each of which shall be an original, but all of which together shall constitute one and the same
instrument.



SECTION 8.08. Termination of Agreement. This Agreement shall terminate upon the
indefeasible payment in full of all amounts payable hereunder and under the Bonds.



SECTION 8.09. Survival. The representations and warranties of each of the parties hereto
contained in this Agreement and contained in each of the other Bond Documents, and the parties’
obligations under any and all thereof, shall survive and shall continue in effect following the
execution and delivery of this Agreement, any disposition of the Bonds and the expiration or other
termination of any of the other Bond Documents, but, in the case of each Bond Document, shall not
survive the expiration or the earlier termination of such Bond Document, except to the extent
expressly set forth in such Bond Document.



SECTION 8.10. Severability. If any term or provision of this Agreement or any Bond
Document or the application thereof to any circumstance shall, in any jurisdiction and to any
extent, be invalid or unenforceable, such term or such provision shall be ineffective as to such
jurisdiction to the extent of such invalidity or unenforceability without invalidating or rendering
unenforceable any remaining terms or provisions of such Bond Document or the application of such
term or provision to circumstances other than those as to which it is held invalid or
unenforceable.



ARTICLE IX




GUARANTEE




SECTION 9.01. Guarantee.




(a) The Guarantor agrees to pay in full to the holder of each Bond, the
principal of, and interest on, the Bonds when due, whether at maturity, upon
redemption or otherwise (the “Guaranteed Obligations”), on the applicable
due date for such payment.




(b) The Guarantor’s obligations hereunder shall inure to the benefit of and
shall be enforceable by any holder of a Bond if, for reason beyond the control of
such holder, such holder shall have failed to receive the interest or principal, as
applicable, payable to such holder any payment date, redemption date or stated
maturity date. The Guarantor hereby irrevocably agrees that its obligations
hereunder shall be unconditional, irrespective of the validity, legality or
enforceability of, or any change in or amendment to, this Agreement, the Pledge
Agreement or any Bond, the absence of any action to enforce the same, the waiver or
consent by the holder of any Bond or by the Collateral Agent with respect to any
provisions of this Agreement or the Pledge Agreement, or any action to enforce the
same or any other circumstance that might otherwise constitute a legal or equitable
discharge or defense of a guarantor. The Guarantor hereby waives diligence,
presentment, demand of payment, protest or notice with respect to each Bond or the
interest represented thereby, and all demands whatsoever, and covenants that the
guarantee will not be discharged except upon complete irrevocable payment of the
principal and interest obligations represented by the Bonds.




(c) The Guarantor shall be subrogated to and is hereby assigned all rights of
the holder of the Bonds against Issuer and the proceeds of the Qualified Collateral,
all in respect of any amounts paid by the Guarantor pursuant to the provisions of
the guarantee contained in this Article IX. Each holder shall execute and deliver
to the Guarantor in each holder’s name such instruments and documents as the
Guarantor may reasonably request in writing confirming or evidencing such
subrogation and assignment.




(d) No reference herein shall alter or impair the guarantee, which is absolute
and unconditional, of the due and punctual payment of principal of, and interest on,
the Bonds, on the dates such payments are due.




(e) The guarantee is not an obligation of, and is not a guarantee as to
principal or interest by the Farm Credit Administration, the United States or any
other agency or instrumentality of the United States (other than the Guarantor).




(f) The guarantee shall be governed by, and construed in accordance with,
Federal law. To the extent Federal law incorporates state law, that state law shall
be the laws of the State of New York applicable to contracts made and performed
therein.



SECTION 9.02. Control by the Guarantor. If the Guarantor is the Control Party, the
Guarantor shall be considered the holder of all Bonds outstanding for all purposes under the Pledge
Agreement and shall be permitted to take any and all actions permitted to be taken by the holder
thereunder. The Control Party will have the sole right to direct the time, method and place of
conducting any proceeding for any remedy available to the Collateral Agent or any holder with
respect to the Bonds or exercising any power conferred on the Collateral Agent with respect to the
Bonds provided that:




(a) such direction shall not be in conflict with any rule of law or with the
Pledge Agreement;




(b) the Collateral Agent shall have been provided with indemnity from the
Control Party reasonably satisfactory to it; and




(c) the Collateral Agent may take any other action deemed proper by such
Collateral Agent that is not inconsistent with such direction, provided, however,
that the Collateral Agent need not take any action which it determines might expose
it to liability.



[SIGNATURE PAGE FOLLOWS]IN WITNESS WHEREOF, each party hereto has caused this Agreement
to be executed by an authorized officer as of the day and year first above written.



	 	 	 
	FARMER MAC MORTGAGE SECURITIES

CORPORATION

	By:

	 	

	Name:

Title:

	 	R. Dale Lynch

Vice President and Treasurer






	 	 	 
	FEDERAL AGRICULTURAL

MORTGAGE CORPORATION

	By:

	 	

	Name:

Title:

	 	R. Dale Lynch

Senior Vice President – Chief Financial Officer and Treasurer






	 
	GLADSTONE LENDING COMPANY, 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:

	 

	Name:

	Title:







SCHEDULE I

TO

BOND PURCHASE AGREEMENT

Addresses for Notices





	1.	 	The addresses referred to in Section 8.03 hereof, for purposes of delivering communications
and notices, are as follows:





If to the Purchaser or Farmer Mac:




Federal Agricultural Mortgage Corporation


1999 K Street, NW 4th Floor


Washington, DC 20006


Fax: 202-872-7713


Attention of: Chief Financial Officer



With a copy to:




Federal Agricultural Mortgage Corporation


1999 K Street, NW 4th Floor


Washington, DC 20006


Fax: 202-872-7713


Attention of: Capital Markets Group



With a copy also to:




Federal Agricultural Mortgage Corporation


1999 K Street, NW 4th Floor


Washington, DC 20006


Fax: 202-872-7713


Attention of: General Counsel



If to Issuer:




Gladstone Lending Company, LLC


c/o Gladstone Land Corporation


1521 Westbranch Drive, Suite 100


McLean, Virginia 22102


Fax: 703-287-5801


Attn: Michael Licalsi




With copy to:




Gladstone Lending Company, LLC


c/o Gladstone Land Corporation


1521 Westbranch Drive, Suite 100


McLean, Virginia 22102


Fax: 703-287-5801


Attn: Lewis Parrish and Jay Beckhorn




With a copy also to:




Bass Berry & Sims PLC


100 Peabody Place, Suite 900


Memphis, TN 38103


Fax: 901-543-5999


Attention: Richard R. Spore and Robert P. McDaniel, Jr.



1



SCHEDULE II




TO

AGVANTAGE BOND PURCHASE AGREEMENT




FORM OF PRICING AGREEMENT




The Federal Agricultural Mortgage Corporation, a federally chartered instrumentality of the United
States and an institution of the Farm Credit System (“Farmer Mac”), Farmer Mac Mortgage Securities
Corporation, a wholly owned subsidiary of Farmer Mac (the “Purchaser”), and Gladstone Lending
Company, LLC (“Issuer”), a Delaware corporation, agree that, on              , 20       (the “Closing
Date”), the Purchaser will purchase from Issuer and Issuer will sell to the Purchaser
$      aggregate principal amount of [Fixed Rate] [Floating Rate] AgVantage Bonds (the
“Bonds”) with the following terms:



Bond Interest Rate:



[Initial Bond Interest Rate:       ]



[Floating Rate Index:       ]



[Interest Rate Margin:       ]



[Interest Rate Reset Dates:       ]



Interest Payment Dates:       



Interest Periods:       



[The Bonds may not be prepaid at any time.][The Bonds may not be prepaid prior to              ,
20      . On or after              , 20       the Bonds may be prepaid on the scheduled call dates set
forth herein, in whole [only] [or in part], at the option of Issuer, according to the terms of the
Bond Purchase Agreement (as defined below).][The Bonds may be prepaid in whole [only] [or in part]
at any time.]



[Scheduled call dates:       ]



Maturity Date:       



The Bonds shall be obligations of Issuer. The issuance and sale of the Bonds by Issuer to the
Purchaser shall occur under the terms and conditions of the AgVantage Bond Purchase Agreement,
dated as of December 5, 2014, among Farmer Mac, the Purchaser and Issuer (the “Bond Purchase
Agreement”). All of the provisions contained in the Bond Purchase Agreement are hereby
incorporated by reference in their entirety and shall be deemed to be a part of this Pricing
Agreement to the same extent as if such provisions had been set forth in full herein. Capitalized
terms used herein and not defined herein shall have the meanings given to those terms in the Bond
Purchase Agreement. This Pricing Agreement may be executed in two or more counterparts.



In the event of any inconsistency between the terms of this Pricing Agreement and the Bond Purchase
Agreement, the terms of this Pricing Agreement shall apply.



Agreed to this        day of       , 20      .




Federal Agricultural Mortgage Corporation




By:       

Name:       

Title:       





Farmer Mac Mortgage Securities Corporation




By:       

Name:       

Title:       





Gladstone Lending Company, 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:

Name:

Title:




[FORM OF BOND]




GLADSTONE LENDING COMPANY, LLC




__% Fixed Rate Senior AgVantage Bond due _______




____________, 20__




FOR VALUE RECEIVED, the undersigned, GLADSTONE LENDING COMPANY, LLC (the “Issuer”), hereby
promises to pay to FARMER MAC MORTGAGE SECURITIES CORPORATION, a wholly owned subsidiary of Farmer
Mac (as defined below) (“the Purchaser”), or registered assigns, the principal sum of
     MILLION DOLLARS ($     ,000,000.00) on       , together with interest
computed from the date hereof according to the terms of the Bond Purchase Agreement (as defined
below).



Payments of principal and interest on this Bond are to be made in lawful money of the United
States of America at such place as shall have been designated by written notice to Issuer from the
registered holder of this Bond as provided in the Bond Purchase Agreement referred to below.



This Bond is issued pursuant to an AgVantage Bond Purchase Agreement, dated as of December 5,
2014, as well as the Pricing Agreement for $      Fixed Rate Bonds dated as of              , 20     
(together, as from time to time amended, the “Bond Purchase Agreement”), among the Issuer,
the Purchaser and Federal Agricultural Mortgage Corporation (“Farmer Mac”), and is entitled
to the benefits thereof. This Bond is also entitled to the benefits of the Pledge Agreement, dated
as of December 5, 2014, among the Issuer, the Purchaser, Farmer Mac and the Collateral Agent named
therein.



Capitalized terms used herein and not defined herein shall have the meanings given to those
terms in the Bond Purchase Agreement.



This Bond is a registered Bond and, upon surrender of this Bond for registration of transfer
or exchange, accompanied by a written instrument of transfer duly executed by the registered holder
hereof or such holder’s attorney duly authorized in writing, a new Bond will be issued to, and
registered in the name of, the transferee. Prior to due presentment for registration of transfer,
Issuer may treat the person in whose name this Bond is registered as the owner hereof for the
purpose of receiving payment and for all other purposes, and Issuer will not be affected by any
notice to the contrary. This Bond is the obligation of the Issuer.



[This Bond may not be prepaid at any time.][This Bond may not be prepaid prior to      
     , 20      . On or after              , 20       this Bond may be prepaid at any time, in whole [only]
[or in part], at the option of Issuer, according to the terms of the Bond Purchase Agreement and
provided that, if such optional prepayment is made on a date other than an Interest Payment Date,
accrued interest on the principal amount hereof that is being prepaid shall be payable through and
excluding the date such optional prepayment is made.][This Bond is prepayable at any time by
Issuer, in whole [only] [or in part] at the option of Issuer on the terms set forth in the Bond
Purchase Agreement.]



If an Event of Default, as defined in the Bond Purchase Agreement, occurs and is continuing,
the principal of this Bond may be declared due and payable in the manner, at the price and with the
effect provided in the Bond Purchase Agreement.



This Bond shall be construed and enforced in accordance with, and the rights of Issuer and the
holder hereof shall be governed by, the laws of the State of New York, excluding choice-of-law
principles of the law of the State of New York that would require the application of the laws of
another jurisdiction.



	 
	GLADSTONE LENDING COMPANY, 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:

	 

	Name:

	Title:







ANNEX B

[RESERVED]ANNEX C




FORM OF REIT OFFICERS’ CERTIFICATE




We,       , and       , of Gladstone Land Corporation, a Maryland
corporation (the “REIT”), in connection with that certain AgVantage Bond Purchase Agreement
dated as of December 5, 2014, among Gladstone Lending Company, LLC, an indirectly owned subsidiary
of the REIT, Farmer Mac Mortgage Securities Corporation, and Federal Agricultural Mortgage
Corporation (the “Bond Purchase Agreement”), hereby certify on behalf of the REIT that as
of the end of the most recent Fiscal Quarter:




(1) the REIT’s Leverage Ratio is as follows:




	 	a.	 	Total Debt:






	 	b.	 	Total Assets:






	 	i.	 	Land Asset Fair Value Adjustment:






	 	ii.	 	Total assets:






(2) the REIT’s Fixed Charge Coverage Ratio is as follows:




	 	a.	 	Aggregate EBITDA:






	 	b.	 	Aggregate Non-Cash Expenses:






	 	c.	 	Aggregate interest expense:






	 	d.	 	Aggregate Capitalized Interest:






	 	e.	 	Aggregate preferred dividend payments to the extent required
to be reflected as debt on the REIT’s Financial Statements:






	 	f.	 	Aggregate Lease Payments:






(3) the REIT’s Tangible Net Worth is as follows:




	 	a.	 	Stockholders’ Equity:






	 	b.	 	Land Asset Fair Value Adjustment:






	 	i.	 	Intangible Assets: 






	 	c.	 	Goodwill:






(4) to the best of our knowledge, the values set forth above in paragraphs (1)-(3) are
correct and accurate in all material respects.




(5) the REIT is in compliance with all of the Financial Covenants contained in the Bond
Purchase Agreement.



Capitalized terms used in this certificate shall have the meanings given to those terms
in the Bond Purchase Agreement.



DATED as of this        day of       ,       .



GLADSTONE LAND CORPORATION



	 	 	 
	By:      

Name:       

	 	By:     

Name:      






Title        Title       



ANNEX D




FORM OF ISSUER OFFICERS’ CERTIFICATE

Officers’ Certificate




TO: Federal Agricultural Mortgage Corporation



We,       , and       , of Gladstone Lending Company, LLC
(“Issuer”), pursuant to the AgVantage Bond Purchase Agreement dated as of December 5, 2014,
among Issuer, Farmer Mac Mortgage Securities Corporation, and Federal Agricultural Mortgage
Corporation (the “Bond Purchase Agreement”), hereby certify on behalf of Issuer that as at
the date hereof:




(1) Issuer is an institution organized as a Delaware limited liability company with the
appropriate expertise, experience and qualifications to make agricultural mortgage loans to
the Borrowers;




(2) no material adverse change has occurred in the financial condition of Issuer, the
Operating Partnership, or the REIT between the date of the end of the REIT’s most recently
completed Fiscal Year for which Financial Statements are available and have been provided to
Farmer Mac and the date hereof, which has not been set forth in documents, certificates, or
financial information furnished to Farmer Mac or publicly filed;




(3) all of the representations contained in Section 5.02 of the Bond Purchase Agreement
remain true and correct in all material respects on and as of the date hereof;




(4) no Event of Default exists; and




(5) Issuer has caused the REIT to provide a certification by any president, vice president,
chief financial officer or treasurer of the REIT to Farmer Mac, substantially in the form of
Annex C attached to the Bond Purchase Agreement, regarding the REIT’s compliance with the
Financial Covenants contained therein.



Capitalized terms used in this certificate shall have the meanings given to those terms in the
Bond Purchase Agreement.



DATED as of this        day of       ,       .



GLADSTONE LENDING COMPANY, LLC



	 	 	 
	By:      

Name:       

	 	By:     

Name:      






Title        Title       



ANNEX E

QUALIFIED LOAN REPORT





2