Farmland Partners Inc. (Form: S-11/A, Received: 03/24/2014 16:07:41)

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FARMLAND PARTNERS INC. TABLE OF CONTENTS
INDEX TO FINANCIAL STATEMENTS

As filed with the Securities and Exchange Commission on March 24, 2014

Registration No. 333-193318

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

AMENDMENT NO. 3 TO
FORM S-11
FOR REGISTRATION
UNDER
THE SECURITIES ACT OF 1933
OF SECURITIES OF CERTAIN REAL ESTATE COMPANIES

FARMLAND PARTNERS INC.
(Exact name of registrant as specified in its governing instruments)

8670 Wolff Court, Suite 240
Westminster, CO 80031
(720) 452-3100
(Address, including zip code, and telephone number, including area code, of registrant's principal executive offices)

Paul A. Pittman
Executive Chairman, President and Chief Executive Officer
Farmland Partners Inc.
8670 Wolff Court, Suite 240
Westminster, CO 80031
(720) 452-3100
(720) 398-3238 (facsimile)
(Name, address, including zip code, and telephone number, including area code, of agent for service)


Copies to:
John A. Good Justin R. Salon Morrison & Foerster LLP 2000 Pennsylvania Avenue, NW, Suite 6000 Washington, D.C. 20006 (202) 887-1500		David C. Wright Christopher C. Green Hunton & Williams LLP 951 East Byrd Street Richmond, Virginia 23219 (804) 788-8200

Approximate date of commencement of proposed sale to the public:
As soon as practicable after the effective date of this Registration Statement.

If any of the Securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act, check the following box: o

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If delivery of the prospectus is expected to be made pursuant to Rule 434, check the following box. o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):


Large accelerated filer o		Accelerated filer o		Non-accelerated filer ý (Do not check if a smaller reporting company)		Smaller reporting company o

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

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The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale thereof is not permitted.

SUBJECT TO COMPLETION
PRELIMINARY PROSPECTUS DATED MARCH 24, 2014

PROSPECTUS

4,666,667 Shares

Farmland Partners Inc.

Common Stock

Farmland Partners Inc. is an internally managed real estate company that owns and seeks to acquire high-quality primary row crop farmland located in agricultural markets throughout North America. We generally lease our farmland to farm operators pursuant to triple-net leases.

We are selling all of the 4,666,667 shares of our common stock to be sold in this offering. This is our initial public offering, and currently no public market exists for our common stock. Our common stock has been approved for listing, subject to official notice of issuance, on the New York Stock Exchange under the symbol "FPI."

We expect the initial public offering price of our common stock to be between $14.00 and $16.00 per share.

We intend to elect to be taxed and to operate in a manner that will allow us to qualify as a real estate investment trust, or REIT, for U.S. federal income tax purposes commencing with our short taxable year ending December 31, 2014. To assist us in qualifying as a REIT, among other purposes, our charter generally limits any person from beneficially or constructively owning more than 9.8% in value or number of shares, whichever is more restrictive, of the outstanding shares of any class or series of our capital stock. See "Description of Our Capital Stock—Restrictions on Ownership and Transfer."

We are an "emerging growth company" under the federal securities laws and will be subject to reduced public company reporting requirements. Investing in our common stock involves a high degree of risk. See "Risk Factors" beginning on page 24 of this prospectus for a discussion of the following and certain other risk factors that you should consider before investing in our common stock:

•: We have not identified any specific farms that we will acquire with the net proceeds from this offering and, therefore, you will not have the opportunity to evaluate our farmland acquisitions to be funded with the net proceeds from this offering before we make them.
•: Our failure to identify and consummate suitable acquisitions would significantly impede our growth and our ability to diversify our portfolio by geography, crop type and tenant, which would materially and adversely affect our results of operations and cash available for distribution to our stockholders.
•: Various agreements entered into in connection with the formation transactions, including the leases with our related tenants, were not negotiated on an arm's-length basis and may not be as favorable to us as if they had been negotiated with unaffiliated third parties, and we may pursue less vigorous enforcement of terms of those agreements because of conflicts of interest and our dependence on Messrs. Pittman, Fabbri and Hough.
•: Failure to qualify as a REIT for U.S. federal income tax purposes would subject us to U.S. federal income tax on our taxable income at regular corporate rates, which would substantially reduce our ability to make distributions to our stockholders.

	Per Share	Total




Public offering price	$	$

Underwriting discount(1)	$	$

Proceeds, before expenses, to us	$	$

(1): See "Underwriting" for a detailed description of compensation payable to the underwriters.

The underwriters may also exercise their option to purchase up to an additional 700,000 shares of our common stock from us, at the public offering price, less the underwriting discount, for 30 days after the date of this prospectus to cover over-allotments, if any.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

The underwriters expect to deliver the shares of common stock on , 2014.


Baird		BMO Capital Markets		Janney Montgomery Scott


Mitsubishi UFJ Securities				Stephens Inc.

The date of this prospectus is , 2014

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FARMLAND PARTNERS INC.

TABLE OF CONTENTS

		Page

PROSPECTUS SUMMARY		1
RISK FACTORS		24
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS		57
USE OF PROCEEDS		58
DISTRIBUTION POLICY		60
CAPITALIZATION		61
DILUTION		62
SELECTED FINANCIAL DATA		64
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS		66
OUR BUSINESS AND PROPERTIES		82
INDUSTRY OVERVIEW AND MARKET OPPORTUNITY		100
MANAGEMENT		127
PRINCIPAL STOCKHOLDERS		143
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS		145
STRUCTURE AND FORMATION OF OUR COMPANY		152
POLICIES WITH RESPECT TO CERTAIN ACTIVITIES		158
DESCRIPTION OF OUR CAPITAL STOCK		165
CERTAIN PROVISIONS OF MARYLAND LAW AND OF OUR CHARTER AND BYLAWS		169
OUR OPERATING PARTNERSHIP AND THE PARTNERSHIP AGREEMENT		175
SHARES ELIGIBLE FOR FUTURE SALE		182
MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS		185
UNDERWRITING		207
EXPERTS		211
LEGAL MATTERS		211
WHERE YOU CAN FIND MORE INFORMATION		211
INDEX TO FINANCIAL STATEMENTS		F-1

You should rely only on the information contained in this prospectus or in any free writing prospectus prepared by us or information to which we have referred you. No dealer, salesperson or other person is authorized to make any representations other than those contained in this prospectus and supplemental literature authorized by Farmland Partners Inc. and referred to in this prospectus. If anyone provides you with different information, you should not rely on it. This prospectus and any free writing prospectus prepared by us is not an offer to sell nor is it seeking an offer to buy these securities in any jurisdiction where the offer or sale thereof is not permitted. The information contained in this prospectus is accurate only as of the date of this prospectus or as of another date specified herein, regardless of the time of delivery of this prospectus or any sale of these securities. You should not assume that the delivery of this prospectus or that any sale made pursuant to this prospectus implies that the information contained in this prospectus will remain fully accurate and correct as of any time subsequent to the date of this prospectus.

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PROSPECTUS SUMMARY

You should read the following summary together with the more detailed information regarding our company and the historical and pro forma financial statements appearing elsewhere in this prospectus, including under the caption "Risk Factors." References in this prospectus to "we," "our," "us" and "our company" refer to Farmland Partners Inc., a Maryland corporation, together with our consolidated subsidiaries, including Farmland Partners Operating Partnership, LP, a Delaware limited partnership, or our operating partnership, of which Farmland Partners OP GP, LLC, or the general partner, a wholly owned subsidiary of our company, is the sole general partner. Paul A. Pittman, our Executive Chairman, President and Chief Executive Officer, is our promoter. The historical and current operations described in this prospectus refer to historical and current operations of the businesses and assets of FP Land LLC, a Delaware limited liability company formed in September 2013, and its wholly owned subsidiaries (which we refer to collectively in this prospectus as our Predecessor) that we will succeed to upon consummation of the formation transactions described in this prospectus under the caption "Structure and Formation of Our Company" as if such operations were conducted by us. Unless otherwise indicated, the information contained in this prospectus is as of December 31, 2013 and assumes that: (1) the underwriters' over-allotment option is not exercised; (2) the formation transactions are consummated; and (3) the common stock to be sold in this offering is sold at $15.00 per share, which is the midpoint of the price range set forth on the front cover of this prospectus.

Our Company

We are an internally managed real estate company that owns and seeks to acquire high-quality primary row crop farmland located in agricultural markets throughout North America. The substantial majority of the farms in our initial portfolio are devoted to primary row crops, such as corn and soybeans, because we believe primary row crop farmland is likely to provide attractive risk-adjusted returns over time through a combination of stable rental income generation and value appreciation. Upon completion of a series of formation transactions, our initial portfolio will be comprised of 38 farms with approximately 7,300 total acres, including 33 farms in Illinois, four farms in Nebraska and one farm in Colorado. In addition, our initial portfolio will include three grain storage facilities.

We intend to acquire additional farmland to achieve scale in our portfolio and to diversify our portfolio by geography, crop type and tenant. While we expect our principal investment focus to be on farmland that is suitable for primary row crops, which include grains (such as corn, wheat and rice), oilseeds (such as soybeans and rapeseed), forage crops (such as alfalfa, grass hay and corn silage) and cotton, in the future we may diversify into farmland suitable for other annual row crops, such as fresh produce, peanuts and biofuel feedstocks, as well as permanent crops, such as oranges and almonds. We also may acquire properties related to farming, such as grain storage facilities, grain elevators, feedlots, processing plants and distribution centers, as well as livestock farms or ranches.

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by our farm-operator tenants, all but one of the leases that will be in place upon completion of this offering have payment terms that represent approximately 35-45% of the revenue expected to be produced by farm operations at the respective property, which we believe is typical for farm leases in the midwestern United States. In the future, we expect that the farms that we acquire will be leased to farm-operator tenants unrelated to Mr. Pittman or us pursuant to similar triple-net leases. We believe this lease structure will help insulate us from the variability of farming operations and reduce our credit-risk exposure to farm-operator tenants. However, we may be exposed to tenant credit risk and farming operation risks, particularly with respect to leases that do not require advance payment of 100% of the annual rent (such as our lease for the Crane Creek farm), leases for which the rent is based on a percentage of a tenant's farming revenues (such as our lease for the Baca farm) and leases with terms greater than one year.

Mr. Pittman, our Executive Chairman, President and Chief Executive Officer, and Luca Fabbri, our Chief Financial Officer, comprise our management team. In addition, effective upon completion of this offering, we will enter into a consulting agreement with Jesse J. Hough, or the Consulting Agreement, pursuant to which Mr. Hough will advise us with respect to business strategies and related matters, including asset underwriting, asset acquisitions and accounting matters, as well as other matters reasonably requested by us during the term of the Consulting Agreement. See "Management—Consulting Agreement." Mr. Hough was previously a partner of Kennedy and Coe, a top 100 accounting firm that focuses on agribusiness accounting, and has worked with Mr. Pittman since late 2011, when Messrs. Pittman and Hough agreed to merge their respective farmland and farming operations holdings. See "Our Business and Properties—Our Real Estate Experience." Messrs. Pittman, Fabbri and Hough have more than ten, three and ten years of experience, respectively, as owners of agricultural real estate and operators of farming businesses and collectively have consummated over 70 transactions to acquire and consolidate various farmland parcels. As a result, we believe Messrs. Pittman, Fabbri and Hough have a deeper understanding of agribusiness fundamentals and greater insight into factors affecting the value of farmland than many of our competitors. Upon completion of this offering and the formation transactions, Mr. Pittman and Mr. Hough will own approximately 22.9% and 4.5%, respectively, of the fully diluted equity interests in our company, which we believe aligns their interests with those of our stockholders.

We are an internally managed Maryland corporation. We intend to elect to be taxed as REIT for U.S. federal income tax purposes commencing with our short taxable year ending December 31, 2014.

Our Market Opportunity

United States cropland area totaled approximately 402 million acres, or 18% of the country's land area, in 2011, according to the United Nations Food and Agriculture Organization, or the UN FAO. Cropland is defined as land usually under annual row crops and permanent crops. We invest primarily in farmland used to grow primary row crops. Annual row crops are both planted and harvested annually or more frequently. Annual row crops can be further divided into two subcategories: primary row crops and fresh produce. Primary row crops include grains (such as corn, wheat and rice), oilseeds (such as soybeans and rapeseed), forage crops (such as alfalfa, grass hay and corn silage) and cotton. Fresh produce generally encompasses non-permanent fruits and vegetables (such as strawberries, lettuce, melons and peppers). Permanent crops, such as oranges, apples, almonds and grapes, have plant structures that produce yearly crops without being replanted. We believe we are well positioned to capitalize on the U.S. cropland investment opportunity created by the following market conditions:

•: Growing Global Demand for Primary Row Crops. Global population growth, along with per-capita growth in gross domestic product, or GDP, are the major drivers behind increased demand for primary row crops. The United Nations projects that global population will grow by 11.6% from 6.9 billion people in 2010 to 7.7 billion people in 2020. In addition to population growth spurring demand for primary row crops, changing consumption patterns also play a major role.

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According to the UN FAO, rising incomes and global population growth are expected to drive increasing food consumption and changing diet composition in the developing world as a result of increased consumption of meat and dairy. Primary row crops constitute a significant portion of livestock feed, with seven pounds of feed required to produce one pound of beef, according to the United States Department of Agriculture, or the USDA. These changing diet trends, coupled with global population growth, are expected to require additional annual production of over one billion tons of grains by 2050, an increase of 45.5% from 2005-2007 levels, according to the UN FAO.

•: Increasing Pressure on Global Primary Row Crop Supply. The growth of primary row crop production is the product of two factors: the amount of farmland in use and the productivity of that farmland. Over the past 20 years, the growth of both of these factors has slowed. According to the UN FAO, global cropland area grew by 78 million acres from 1991 to 2011, compared to 238 million acres added from 1971 to 1991. Moreover, according to the USDA, U.S. cropland area declined from 464 million acres in 1987 to 408 million acres in 2007. Global crop yield gains, as reported by the USDA, also decreased to approximately 1.4% annually from 1993 to 2012 after averaging 2.0% annual growth from 1973 to 1992. We believe additional factors, such as groundwater depletion, will continue to have a negative impact on farmland availability and productivity.
•: Global Competitiveness of U.S. Cropland. Cropland in the United States is among the most productive in the world. Over the past three years, U.S. cropland has averaged annual yields of 144 bushels of corn per acre and 45 bushels of soybeans per acre, compared to 67 bushels of corn and 37 bushels of soybeans for the rest of the world, according to the USDA. The United States is the world's second-largest producer of grains and oilseeds, providing more than 17% of global production as of 2012, according to the USDA. Moreover, crops grown in the United States can reach the global market quickly and relatively inexpensively as a result of the country's extensive and efficient crop transportation infrastructure. In particular, the United States has the world's largest railway system, and a large portion of cropland in the United States is located near large navigable river systems.
•: Diversifying and Stable Asset Class. Farmland real estate returns, as measured by the National Council of Real Estate Investment Fiduciaries, or the NCREIF, Farmland Index, have averaged 12.2% annually from 1992 through 2013. Over that time period, the NCREIF Farmland Index has not posted a negative annual return. The NCREIF Farmland Index is a composite return measure of investment performance of a large pool of individual agricultural properties acquired in the private market for investment purposes only. Properties in the NCREIF Farmland Index have been acquired, in part, on behalf of tax-exempt institutional investors. We believe the NCREIF Farmland Index to be a reasonable proxy for farmland investment returns in general, both because of the consistency and reliability of its disclosure and because of the fact that it includes both price and rental income in its return calculation. However, the index measures performance of actual properties, rather than performance of companies that invest in farmland, and may not be representative of the agricultural investment market as a whole. Farmland returns also have low or negative correlation with other asset classes. An analysis from the University of Illinois found that from 1970 to 2012, U.S. farmland returns had a correlation of -26% with the S&P 500 and -10% with Baa-rated corporate bonds. Investment in farmland can also be used as an inflation hedge, as evidenced by research from the Purdue University Center for Commercial Agriculture showing that farmland prices had a 63% correlation with the Consumer Price Index, or the CPI, from 1914 to 2011.
•: Unique Real Estate Characteristics. We believe farmland has a number of advantages as compared to other types of real estate investments. Unlike traditional commercial real estate properties, farmland does not suffer from economic depreciation, has limited needs for capital expenditures

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and has a low risk of obsolescence. We believe quality farmland benefits from a near-zero vacancy rate, which can support increases in rental rates based on global supply and demand factors. Moreover, we believe farmland leases in many markets are unique as compared to most commercial real estate leases in that a substantial portion (up to 100%) of the annual rent is due and payable in advance of each spring planting season. We intend to emphasize leases that provide for rent payments in advance to reduce our exposure to tenant credit risk.

•: Consolidating U.S. Farming Operations. From 1982 to 2007, much of the ownership of U.S. cropland was consolidated into larger farms, with half of all cropland in 2007 held on farms of 1,105 acres or more, up from 589 acres in 1982, according to the USDA Economic Research Service, or the USDA ERS. Technological improvements in farming equipment and genetically modified crops have allowed farmers to plant and harvest larger areas faster and with less labor, increasing the cost efficiency of larger farm operations. We believe the economic incentives for farmers to expand operations and the rising cost of acquiring cropland will increase demand for leased cropland.

Our Competitive Strengths

We believe the following competitive strengths distinguish us from many of our competitors:

•: High-Quality Initial Portfolio of Farmland. Our initial portfolio is comprised of 38 farms generally well located near large navigable river and railway systems and in agricultural markets that we believe are characterized by high demand for and limited available supply of primary row crop farmland. Furthermore, we believe that demand for primary row crops, such as corn and soybeans, which are the principal crops grown on the farms in our initial portfolio, will continue to increase to keep pace with rising global demand for food, livestock feed and biofuel.
•: Management Team with Extensive Experience in Agricultural Real Estate. Messrs. Pittman and Fabbri, our Executive Chairman, President and Chief Executive Officer and our Chief Financial Officer, respectively, and Mr. Hough, who will provide consulting services to us, have extensive experience as owners of agricultural real estate and operators of farming businesses. Messrs. Pittman, Fabbri and Hough have experience as owners and operators of farmland of more than ten, three and ten years, respectively. As a result of this extensive experience, we believe Messrs. Pittman, Fabbri and Hough have a deeper understanding of agribusiness fundamentals and greater insight into factors affecting the value of farmland than many institutional owners and acquirers of farmland, which we believe will be advantageous in, among other activities, structuring acquisitions and tenant leases.
•: Expansive Relationships in the Agricultural Sector. Messrs. Pittman's, Fabbri's and Hough's extensive experience as owners of agricultural real estate and operators of farming businesses has helped them build expansive and strong relationships across a broad network of businesses and individuals in the agricultural sector, including family and corporate farms, real estate brokers, lenders, auction houses and suppliers of agricultural goods. We believe that these relationships provide us with valuable market intelligence related to agriculture fundamentals and will give us access to acquisition opportunities, many of which may not be available to our competitors.
•: Early-Mover Advantage as a Leading Owner of Farmland. Ownership of U.S. farmland historically has been, and continues to be, extremely fragmented, with the vast majority of farmland being owned by families and individuals. According to the USDA, as of 2007, approximately 87% of farms in the United States were owned by families, and the average age of principal farm operators in the United States was 57 years old. We will be one of the first public companies focused on owning and acquiring farmland in the United States and the only public REIT focused on primary row crop farmland. We believe our flexible capital structure, together with

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our ability as a public company to access the capital markets, will allow us to secure an early-mover advantage to become a large-scale, national owner of high-quality farmland.

•: Flexible Capital Structure Positioned for Growth. Upon completion of this offering and the formation transactions and after the expected application of the net proceeds from this offering, we will have $51.6 million of available cash and $30.8 million of outstanding indebtedness. In addition, we expect to enter into a $30.0 million secured revolving credit facility concurrently with, or shortly after, the completion of this offering. We also intend to use units of limited partnership interest in our operating partnership, or OP units, as currency to acquire farmland from owners seeking to defer their potential taxable gain and diversify their holdings. We believe that our available cash and the expected borrowing capacity under our anticipated credit facility, combined with our ability to place mortgage indebtedness on our unencumbered properties and to use OP units as acquisition currency, will provide us with significant financial flexibility to fund future growth while maintaining prudent debt levels.
•: Strong Alignment of Interests. In connection with the formation transactions, Mr. Pittman, our Executive Chairman, President and Chief Executive Officer, and Mr. Hough, who will provide consulting services to us, will indirectly receive OP units having an aggregate value of $25.8 million as consideration for their interests in the properties comprising our initial portfolio. In addition, upon completion of this offering, we expect to grant an aggregate of $2.8 million in restricted shares of our common stock to Messrs. Pittman, Fabbri and Hough, and an aggregate of $225,000 in restricted shares of our common stock to our independent directors. As a result, upon completion of this offering and consummation of the formation transactions, our executive officers, our directors and Mr. Hough collectively will own approximately 28.2% of our company on a fully diluted basis, which we believe aligns their interests with those of our stockholders.

Our Business and Growth Strategies

Our principal business objective is to provide attractive stockholder returns through a combination of: (1) quarterly cash distributions to our stockholders; (2) sustainable long-term growth in cash flows from increased rents, which we hope to pass on to stockholders in the form of increased distributions; and (3) potential long-term appreciation in the value of our properties. Our primary strategy to achieve our business objective is to invest in and own a portfolio of triple-net-leased farmland and properties related to farming operations. Key components of our strategy include the following:

•: Focus on Current Rental Income Generation and Long-Term Appreciation. We own and intend to acquire farmland that we believe offers attractive risk-adjusted returns through a combination of stable rental income generation and value appreciation. We expect to lease our farmland to experienced and successful third-party farm operators, including sellers who desire to continue farming the land after we acquire it. We expect our farmland leases to generate stable short-term cash flows and increasing rental income over the long term. In addition, we intend to hold our properties for investment with a view to long-term appreciation, which we believe will result in attractive risk-adjusted returns to our stockholders. However, if we believe it to be in the best interests of our stockholders, we may elect to sell one or more of our properties from time to time in a manner consistent with our investment objectives and our intention to qualify as a REIT.
•: Continue Our Disciplined Farmland Acquisition Strategy Based on Agriculture Fundamentals. We intend to continue to acquire high-quality farmland that we believe is positioned to take advantage of global food supply and demand trends and is located in geographic areas that historically have had a stable population of experienced and successful farm operators. We intend to benefit from Messrs. Pittman's, Fabbri's and Hough's extensive experience as owners and operators of agricultural real estate to identify acquisition opportunities that satisfy our

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investment criteria and underwriting standards. We expect our acquisition strategy will include the following key components:

•: Target Farms of Varying Sizes —We intend to acquire farms of varying sizes. We believe that Messrs. Pittman's, Fabbri's and Hough's extensive experience as owners and operators of farmland allows us to perform due diligence on smaller farms quickly and efficiently, which provides us with an advantage over larger competitors that we believe do not have the investment focus or flexibility to pursue acquisitions of smaller farms. In addition, we believe small individual and family farmland buyers often are not as well capitalized as we will be and may be unable to compete with us for acquisition opportunities of larger farms comprised of 1,500 or more tillable acres.
•: Acquire Farmland from Undercapitalized Owners— While we do not believe there is widespread financial distress among farmland owners, we do believe that, to a limited extent, undercapitalization, overleverage, mismanagement and unforeseen circumstances at some individual and family farms will provide opportunities for us to acquire high-quality farmland at attractive prices, potentially in sale-leaseback transactions. We believe Messrs. Pittman's, Fabbri's and Hough's knowledge of agribusinesses fundamentals and broad network of relationships will allow us to pursue acquisition opportunities from undercapitalized or unsuccessful sellers in markets where we believe we can find experienced and successful farm operators (including, in some cases, the existing owners) to lease the farmland from us at competitive rates and where we believe market fundamentals support future value appreciation potential.
•: Use OP Units as Acquisition Currency— We believe there are a large number of farm operators and farm families that own farmland that has substantially appreciated in value. According to the USDA's most recent published data, as of 2007, the average age of principal farm operators in the United States was 57 years old, with 30% age 65 or older, and the average age has been increasing steadily in recent years. As a result, we believe that many farm-owning families have estate planning needs and a desire to defer current income taxes, and that our ability to offer OP units as acquisition currency will provide us with a strategic advantage over other potential farm buyers and possibly induce these prospective sellers to sell their farms earlier than they otherwise would in cash-only transactions.

•: Diversify our Portfolio by Geography, Crop Type and Tenant. In the future, we intend to acquire additional farmland in agricultural markets outside our existing markets to mitigate the risks associated with concentrating our portfolio in a limited number of agricultural markets. We intend to focus on geographic areas with substantial farming infrastructure and low transportation costs, including markets with access to river and rail transportation and with a relatively large and stable population of experienced farm operators as potential tenants. In addition, while we believe that primary row crop farmland provides the greatest opportunity for value appreciation and increasing rental income over time, we believe that global demand for staples such as rice and cotton also will provide attractive opportunities to acquire farmland in areas such as the southeastern United States and Texas. Substantially all of the properties in our initial portfolio will be leased to our related tenants. In the future, we expect that most of the farms that we acquire will be leased to farm-operator tenants unrelated to Mr. Pittman or us pursuant to triple-net leases, which we believe will enable us to avoid risks associated with exposure to a single tenant or a limited number of tenants.
•: Utilize Our Real Estate Management Platform to Achieve Economies of Scale. We believe that the overhead costs associated with the business of owning and leasing farmland are less than those required by other property types, such as office, multifamily and retail, due to the limited asset management, capital expenditure and tenant improvement requirements for farmland and a

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near-zero vacancy rate for quality farmland in quality markets. In addition, we intend to lease our properties under triple-net leases, pursuant to which our tenants will be responsible for substantially all of the property-related expenses of the properties, including taxes, maintenance, water usage and insurance, as well as all of the additional input costs related to the farming operations on the property, such as seed, fertilizer, labor and fuel. As a result, we believe that our existing systems and personnel are capable of supporting a significant increase in the size of our portfolio without a proportional increase in administrative or management costs. We also believe that, once we achieve scale in our portfolio, we will be able to realize significant cost savings and greater operational efficiency.

Our ability to effectively implement our business and growth strategies is subject to numerous risks and uncertainties, including those set forth under "Risk Factors—Risks Related to Our Business and Properties."

Our Initial Portfolio

Upon completion of this offering and consummation of the formation transactions, we will own a 100% fee simple interest in 38 farms located in Illinois, Nebraska and Colorado, consisting of a total of approximately 7,300 total acres of farmland, as well as three grain storage facilities. We expect to enter into new leases for 36 of the 38 farms and the three grain storage facilities in our initial portfolio prior to the completion of this offering, which leases will be effective upon completion of this offering, and to assume two existing leases (for the Baca and Crane Creek farms) from our Predecessor in connection with the formation transactions. For additional information regarding the leases that will be in place upon completion of this offering and the formation transactions, see "Our Business and Properties—Description of Our Leases." The table below provides certain information regarding each property in our initial portfolio.

Property Name	County, State				2014 Contractual Rent(2)

Pella Bins and Tracks(3)(4)	McDonough, IL	10/1/2007	459	490	$	229,497	12/31/2015
		3/1/2010
Kaufman	McDonough, IL	12/1/2010	338	427		170,800	12/31/2016
Cleer(4)(5)	Fulton, IL	9/1/2007	271	298		155,895	12/31/2014
Matulka(6)	Butler, NE	1/1/2012	234	242		144,300	12/31/2016
Big Pivot(4)	Mason, IL	1/1/2007	336	342		136,608	12/31/2016
Curless(4)	Fulton, IL	1/1/2009	250	250		112,500	12/31/2015
Pumphouse West	Schuyler, IL	11/1/2008	267	317		101,440	12/31/2016
Scripps(4)	Schuyler, IL	12/1/2000	299	310		99,200	12/31/2014
Baca(4)(7)(8)	Baca, CO	11/1/2010	725	961		96,100	12/31/2014
Stelter(4)	Mason, IL	1/1/2008	234	234		93,600	12/31/2014
Henninger(4)	Schuyler, IL	1/1/2004	232	232		92,903	12/31/2015
John's Shop	McDonough, IL	12/1/2004	199	205		92,250	12/31/2015
		11/1/2006
Tazewell	Tazewell, IL	1/1/2008	241	241		84,270	12/31/2015
Crane Creek(4)(7)	Schuyler, IL	6/1/2003	211	211		68,575	12/31/2014
Stanbra/Zeller	Butler, NE	1/1/2012	178	181		72,400	12/31/2016
Bardolph(4)	McDonough, IL	4/1/2008	147	160		71,978	12/31/2014
Symond(4)	Mason, IL	12/21/2012	195	200		69,864	12/31/2016
Pella Kelso(4)	McDonough, IL	11/1/2007	111	115		51,818	12/31/2014
Duncantown(4)	Fulton, IL	2/1/2008	151	172		51,732	12/31/2014
Dilworth(4)	McDonough, IL	6/9/2011	112	115		51,687	12/31/2016
Weber(4)	Schuyler, IL	4/1/2001	146	153		48,960	12/31/2015
Zeagers(9)	Butler, NE	12/26/2012	118	120		48,000	12/31/2014
Copes(4)	Schuyler, IL	12/1/2007	123	137		47,894	12/31/2014
Beckerdite(4)	Schuyler, IL	2/12/2012	112	120		44,936	12/31/2015
Smith	McDonough, IL	6/26/2013	95	100		44,793	12/31/2014

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Property Name	County, State				2014 Contractual Rent(2)

Busch(4)	Mason, IL	12/1/2010	109	110		41,250	12/31/2014
Pumphouse East	Schuyler, IL	6/1/2003	112	125		40,000	12/31/2014
Adair FS(4)	McDonough, IL	1/1/2006	73	75		33,894	12/31/2016
Ambrose(4)	Mason, IL	12/1/2006	80	80		32,132	12/31/2016
Crabtree(4)	Mason, IL	11/1/2009	77	79		31,676	12/31/2015
Kelly	Butler, NE	6/29/2012	74	75		30,000	12/31/2014
Heap	McDonough, IL	9/11/2011	70	79		29,610	12/31/2016
Table Grove(4)	Fulton, IL	11/1/2006	58	60		27,000	12/31/2016
McFadden MD(4)	McDonough, IL	10/8/2012	88	107		26,673	12/31/2014
Parr(4)	Fulton, IL	11/1/2008	61	79		23,736	12/31/2016
Skien	Fulton, IL	4/27/2011	45	52		16,730	12/31/2015
Estep(4)	Mason, IL	3/28/2011	35	35		13,253	12/31/2015
McFadden SC(4)	Schuyler, IL	10/8/2012	31	34		11,560	12/31/2014

TOTAL			6,697	7,323	$	2,639,514

(1): Date acquired by our Predecessor. Certain farms were consolidated by purchasing land parcels in multiple transactions.
(2): Based on the terms of the new leases that will be entered into in connection with the formation transactions, other than the leases for Baca and Crane Creek, which leases we will assume in connection with the formation transactions.
(3): $11,000 of the 2014 contractual rent for this property is attributable to an adjacent grain storage facility.
(4): Property serves as collateral for a $34.5 million multi-property loan. We intend to use a portion of the net proceeds from this offering to repay approximately $4.5 million of the outstanding principal balance on this loan. See "Use of Proceeds" and "Management's Discussion and Analysis of Financial Condition and Results of Operations—Description of Certain Indebtedness—Multi-Property Loan."
(5): $44,000 of the 2014 contractual rent for this property is attributable to an adjacent grain storage facility.
(6): $47,500 of the 2014 contractual rent for this property is attributable to an adjacent grain storage facility.
(7): Property is leased to a third-party farm operator that is not related to Mr. Pittman, Mr. Hough or us.
(8): Under the lease for Baca, rather than receiving a fixed annual rental payment, we will receive as rent 25% of the tenant's annual farming revenue related to the Baca farm. The amount shown in the table above as 2014 contractual rent is an estimate based on the amount of rent we received under similar rent structures in 2012 and 2013, which was $112,285 and $72,179, respectively. See "Our Business and Properties—Description of Our Leases."
(9): Property serves as collateral for a $1.8 million mortgage loan. We intend to use a portion of the net proceeds from this offering to repay approximately $1.0 million of the outstanding principal balance on this loan. See "Use of Proceeds."

Farmland Acquisitions under Evaluation

Our management team has an extensive network of long-standing relationships across a broad network of businesses and individuals in the agricultural sector, including family and corporate farmers, real estate brokers, lenders, auction houses and suppliers of agricultural goods in our existing markets and in other major U.S. farming markets. We believe that these relationships provide us with valuable market intelligence related to agriculture fundamentals and will give us access to acquisition opportunities, many of which may not be available to our competitors.

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prospectus, we have identified and are in various stages of reviewing 15 potential farm acquisitions comprising an aggregate of approximately 43,000 acres of farmland with an estimated aggregate purchase price of approximately $151 million, based on our preliminary discussions with sellers, listed sale prices for marketed farmland and/or our internal assessment of the values of the farmland. We believe each of the farms being evaluated by us for potential acquisition meets our investment criteria. We have engaged in preliminary discussions with some of the owners, commenced the process of conducting diligence on certain of these farms and submitted non-binding indications of interest or term sheets to the owners of two of these farms. However, we have not agreed upon price or terms relating to, and, prior to completion of this offering, do not expect to agree upon price and terms or enter into binding commitments with respect to the acquisition of any farm, and therefore do not believe any potential farm acquisition is probable at this time. Accordingly, there can be no assurance that we will complete the acquisition of any farm that we are currently evaluating or that the purchase prices of the farmland acquisitions under evaluation will be in the amounts we currently anticipate.

The process for acquiring farmland generally is significantly different than the process for acquiring other types of commercial real estate, such as office buildings, shopping centers and apartments. For example, the typical time period between signing a definitive purchase agreement for a farmland acquisition and closing on the acquisition is approximately 30 to 60 days, but can occasionally take longer. Unlike the process of acquiring real estate containing buildings occupied by multiple tenants and other personal property in cities or towns, the acquisition of farmland generally does not involve environmental and structural due diligence and complex loan assumption or payoff negotiations. Inspection periods in farmland acquisition agreements, if they exist at all, are generally less than 15 days, and land titles typically do not contain many of the encumbrances, such as easements, zoning and land use restrictions, that are common in real estate titles in incorporated areas. As a result, notwithstanding that we currently do not have any binding commitments, definitive purchase agreements or other informal arrangements with respect to any potential farmland acquisitions, we may enter into definitive purchase agreements with respect to farms, including farms we have been evaluating, within a short time period after completion of this offering, and we could complete the acquisition of such farms within approximately 90 days after the completion of this offering. However, we can provide no assurances that we will complete any such farmland acquisitions within the timeframe we anticipate or at all.

Summary Risk Factors

Investing in our common stock involves a high degree of risk. Prospective investors are urged to carefully consider the matters discussed under "Risk Factors" prior to making an investment in our common stock. Such risks include, but are not limited to:

•: The geographic concentration of our initial portfolio could cause us to be more susceptible to adverse weather, economic or regulatory changes or developments in the markets in which our properties are located than if we owned a more geographically diverse portfolio, which could materially and adversely affect the value of our farms and our ability to lease our farms on favorable terms or at all.
•: Our initial portfolio is comprised almost entirely of properties used to grow primary row crops, principally corn and soybeans, which subjects us to risks associated with concentrating our portfolio in a single asset class devoted to a limited number of crop types.
•: Our business is dependent in part upon the profitability of our tenants' farming operations, and any downturn in the profitability of their farming operations could have a material adverse effect on our financial condition, results of operations, cash flow and ability to make distributions to our stockholders.

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•: Substantially all of the farms in our initial portfolio will be leased to our related tenants pursuant to triple-net leases that were not negotiated on an arm's-length basis. The failure of these entities to meet their obligations to us, or their determination not to renew leases or to terminate their farming operations, could materially and adversely affect our financial condition, results of operations, cash flow and ability to make distributions to our stockholders.
•: We have not identified any specific farms that we will acquire with the net proceeds from this offering and, therefore, you will not have the opportunity to evaluate our farmland acquisitions to be funded with the net proceeds from this offering before we make them.
•: Our failure to identify and consummate suitable acquisitions would significantly impede our growth and our ability to diversify our portfolio by geography, crop type and tenant, which would materially and adversely affect our results of operations and cash available for distribution to our stockholders.
•: Our inability to continuously lease our properties on favorable economic and other terms would materially and adversely affect our results of operations and cash available for distribution to stockholders.
•: The FP Land Merger Agreement, the Shared Services Agreement, the Consulting Agreement and certain other agreements entered into in connection with the formation transactions were not negotiated on an arm's-length basis, and we may pursue less vigorous enforcement of terms of those agreements because of conflicts of interest and our dependence on Messrs. Pittman, Fabbri and Hough.
•: Some state laws prohibit or restrict the ownership of agricultural land by business entities, which could impede the growth of our portfolio and our ability to diversify geographically.
•: Our platform may not be as scalable as we anticipate, and we could face difficulties growing our business without significant new investment in personnel and infrastructure, which could disrupt our business and operations and impede the growth of our business.
•: Our short-term leases make us more susceptible to any decreases in prevailing market rental rates than would be the case if we entered into longer-term leases, which could have a material adverse effect on our results of operations and ability to make distributions to our stockholders.
•: Upon completion of this offering and consummation of the formation transactions, Mr. Pittman will own, directly or indirectly, an aggregate 22.9% equity interest in our company on a fully diluted basis and may have the ability to exercise significant influence on our company and our operating partnership, including the approval of significant corporate transactions.
•: Our charter contains certain provisions restricting the ownership and transfer of our stock that may delay, defer or prevent a change of control transaction that might involve a premium price for our common stock or that our stockholders otherwise believe to be in their best interests.
•: Failure to qualify as a REIT for U.S. federal income tax purposes would subject us to U.S. federal income tax on our taxable income at regular corporate rates, which would substantially reduce our ability to make distributions to our stockholders.
•: Our cash available for distribution to stockholders may not be sufficient to pay distributions, and we may need to borrow in order to make such distributions or may not be able to make such distributions at all.

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Structure and Formation of Our Company

Our Operating Entities

Our Company

We were formed as a Maryland corporation on September 27, 2013 and will commence operations upon completion of this offering and consummation of the formation transactions. We will conduct our business through a traditional umbrella partnership real estate investment trust, or UPREIT, structure in which our properties are owned by our operating partnership directly or through subsidiaries, as described below under "—Our Operating Partnership." Our wholly owned subsidiary, Farmland Partners OP GP, LLC, is the sole general partner of our operating partnership and, upon completion of this offering and consummation of the formation transactions, we will own approximately 71.4% of the OP units in our operating partnership. Our Board of Directors will oversee our business and affairs.

Our Operating Partnership

Our operating partnership was formed as a Delaware limited partnership on September 27, 2013 and will commence operations upon completion of this offering and consummation of the formation transactions. Following completion of this offering and consummation of the formation transactions, substantially all of our assets will be held by, and our operations will be conducted through, our operating partnership. Our wholly owned subsidiary, Farmland Partners OP GP, LLC, is the sole general partner of the operating partnership. As a result, we generally will have the exclusive power under the partnership agreement of our operating partnership, or the partnership agreement, to manage and conduct its business and affairs, subject to certain limited approval and voting rights of the limited partners, which are described more fully below in "Our Operating Partnership and the Partnership Agreement." In the future, we expect to issue OP units from time to time in connection with property acquisitions, as compensation or otherwise.

Formation Transactions

The properties that will be owned by us through our operating partnership upon completion of this offering and consummation of the formation transactions are currently owned indirectly by our Predecessor, FP Land LLC, or FP Land, a Delaware limited liability company that is 100% owned by Pittman Hough Farms LLC, or Pittman Hough Farms, a Colorado limited liability company in which Mr. Pittman owns a 75% controlling interest and in which Mr. Hough and certain members of Mr. Hough's family own the remaining 25% interest. We refer to the individuals that indirectly own 100% of the limited liability company interests in FP Land as the "prior investors." FP Land has entered into a merger agreement with our operating partnership, or the FP Land Merger Agreement, pursuant to which FP Land will merge with and into our operating partnership (with our operating partnership surviving) and Pittman Hough Farms will receive OP units as consideration for the merger. We refer to this merger as the FP Land Merger. See "Certain Relationships and Related Party Transactions." The number of OP units issuable to Pittman Hough Farms in the formation transactions is based upon Messrs. Pittman and Fabbri's estimates of the fair market value of the properties that will comprise our initial portfolio and the outstanding indebtedness of our Predecessor. The estimates of the properties' fair market value were based on various factors, including assessments of comparable farmland in each of the markets in which the properties are located and publicly available records of farmland sales. See "Structure and Formation of Our Company—Determination of Consideration Payable in the Formation Transactions." No shares of our common stock will be issued as consideration in the formation transactions.

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FP Land Merger Agreement, the number of OP units to be received by Pittman Hough Farms as consideration for the merger is fixed. As a result, in the event the price to the public in this offering is less than the midpoint of the price range set forth on the front cover of this prospectus, the value of the OP units issuable to Pittman Hough Farms will decrease. Conversely, in the event the price to the public in this offering is greater than the midpoint of the price range set forth on the front cover of this prospectus, the value of the OP units issuable to Pittman Hough Farms will increase.

The following formation transactions have occurred or will occur substantially concurrently with the completion of this offering:

•: We were formed as a Maryland corporation, and our operating partnership was formed as a Delaware limited partnership, on September 27, 2013.
•: We will sell 4,666,667 shares of our common stock in this offering and an additional 700,000 shares if the underwriters exercise their over-allotment option in full, and we will contribute the net proceeds from this offering to our operating partnership in exchange for 4,666,667 OP units (or 5,366,667 OP units if the underwriters exercise their over-allotment option in full).
•: Pursuant to the FP Land Merger Agreement, FP Land will merge with and into our operating partnership (with our operating partnership surviving) in order to consolidate the ownership of our initial portfolio of properties in our operating partnership. As a result of the FP Land Merger, our operating partnership will own a 100% fee simple interest in each of the properties in our initial portfolio.
•: In connection with the FP Land Merger, Pittman Hough Farms will receive as consideration an aggregate of 1,945,000 OP units having an aggregate value of approximately $29.2 million.
•: Messrs. Pittman and Hough will enter into a representation, warranty and indemnity agreement, or the Representation, Warranty and Indemnity Agreement, pursuant to which they will make certain representations and warranties to us regarding the properties being acquired in the FP Land Merger and agree to indemnify us and our operating partnership for certain breaches of such representations and warranties for one year after the completion of the formation transactions. See "Structure and Formation of Our Company—Formation Transactions." Other than Messrs. Pittman and Hough, no party will provide us with any indemnification, other than with respect to representations regarding their interests in FP Land.
•: We will enter into a tax protection agreement with Pittman Hough Farms, pursuant to which we will agree to indemnify Pittman Hough Farms against certain adverse tax consequences, which may affect the way in which we conduct our business, including with respect to when and under what circumstances we sell properties in our initial portfolio or interests therein or repay debt during the restriction period set forth in the agreements. See "Certain Relationships and Related Party Transactions—Tax Protection Agreement."
•: We will enter into triple-net leases with terms ranging from one to three years for the 36 farms and three grain storage facilities that will be leased to our related tenants, and we will assume the leases for Baca and Crane Creek in connection with the FP Land Merger.
•: Concurrently with or shortly after completion of this offering, we expect to enter into an agreement for a three-year, $30.0 million secured revolving credit facility. We expect to use borrowings under the anticipated credit facility to fund acquisitions and for general corporate purposes and working capital. See "Management's Discussion and Analysis of Financial Condition and Results of Operations—Description of Certain Indebtedness—Anticipated Secured Revolving Credit Facility."

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Benefits of the Formation Transactions to Related Parties

In connection with this offering and the formation transactions, Messrs. Pittman, Fabbri and Hough will receive material benefits described in "Certain Relationships and Related Party Transactions," including those described below.

•: Through his ownership interest in Pittman Hough Farms, Mr. Pittman, our Executive Chairman, President and Chief Executive Officer, will indirectly receive 1,458,750 OP units having an aggregate value of approximately $21.9 million as consideration in the FP Land Merger. In addition, concurrently with the completion of this offering, Mr. Pittman will receive approximately $1.5 million in restricted shares of our common stock equal to an aggregate of 99,267 shares (based on the midpoint of the price range set forth on the front cover of this prospectus). As a result, Mr. Pittman will beneficially own approximately 22.9% of the combined shares of our common stock and OP units upon completion of this offering and consummation of the formation transactions, or 20.7% if the underwriters' over-allotment option is exercised in full.
•: Through his ownership interest in Pittman Hough Farms, Mr. Hough, who will provide consulting services to us pursuant to the Consulting Agreement, will indirectly receive 262,575 OP units having an aggregate value of approximately $3.9 million as consideration in the FP Land Merger. In addition, Mr. Hough will receive $661,000 in restricted shares of our common stock equal to an aggregate of 44,067 shares (based on the midpoint of the price range set forth on the front cover of this prospectus). As a result, Mr. Hough will beneficially own approximately 4.5% of the combined shares of our common stock and OP units upon completion of this offering and consummation of the formation transactions, or 4.1% if the underwriters' over-allotment option is exercised in full.
•: Mr. Fabbri, our Chief Financial Officer, will receive $625,000 in restricted shares of our common stock equal to an aggregate of 41,667 shares (based on the midpoint of the price range set forth on the front cover of this prospectus).
•: Mr. Pittman is the guarantor of approximately $9.2 million of indebtedness, which will be repaid with a portion of the net proceeds from this offering and, as a result, Mr. Pittman will be released from these guarantee obligations. In addition, Mr. Pittman is the guarantor of approximately $30.8 million of indebtedness that we will assume in connection with the formation transactions. In connection with this assumption, we will seek to have Mr. Pittman released from such guarantees.
•: Of the $12.0 million of indebtedness that will be repaid with a portion of the net proceeds from this offering, $6.8 million is being repaid to release mortgage liens on properties in which Mr. Pittman has an ownership interest that are not being acquired by us in connection with the formation transactions. As a result, Mr. Pittman will benefit from the release of the mortgage liens on these properties.
•: Our operating partnership will enter into a tax protection agreement with Pittman Hough Farms, in which Mr. Pittman has a 75% controlling interest, pursuant to which our operating partnership will agree to indemnify Pittman Hough Farms against adverse tax consequences (including as a result of receiving a tax protection payment) in connection with (i) our sale of the protected properties in our initial portfolio in a taxable transaction until the fifth (with respect to certain properties) or seventh (with respect to certain other properties) anniversary of the completion of the formation transactions and (ii) our operating partnership's failure to provide Pittman Hough Farms the opportunity to guarantee certain debt of our operating partnership (or, alternatively, to enter into deficit restoration obligations) until the seventh anniversary of the completion of the formation transactions. In addition, after expiration of the aforementioned tax protection periods, our operating partnership has agreed to use its best

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efforts to continue to comply with its obligations under the tax protection agreement with respect to those properties subject to the seven-year protection period and its obligations described under clause (ii) above. Notwithstanding the foregoing, all such obligations generally will terminate on the earlier of (x) the disposition by Pittman Hough Farms, in a taxable transaction, of 50% or more of the OP units originally received pursuant to the formation transactions, and (y) the later of the death of Mr. Pittman or his wife. Pursuant to the tax protection agreement, it is anticipated that the total amount of protected built-in gain on the protected properties will be approximately $33.2 million. Our operating partnership also will agree to provide Pittman Hough Farms the opportunity to guarantee a portion of our operating partnership's indebtedness, or, alternatively, to enter into deficit restoration obligations, to provide Pittman Hough Farms with certain tax protections. We are currently evaluating, and have not yet determined, whether Pittman Hough Farms will have a need to guarantee debt immediately upon completion of this offering and consummation of the formation transactions. In addition to any guarantee opportunities provided immediately upon completion of the formation transactions and this offering, this opportunity will also be provided upon future repayment, retirement, refinancing, or other reduction (other than scheduled amortization) of our operating partnership's liabilities, and we will indemnify Pittman Hough Farms for any tax liabilities it incurs as a result of our failure to timely provide such opportunity and any tax liabilities incurred as a result of such tax protection payment. See "Certain Relationships and Related Party Transactions—Tax Protection Agreement" and "Structure and Formation of Our Company—Benefits of the Formation Transactions to Related Parties."

•: In connection with the completion of this offering, we will enter into a registration rights agreement with Pittman Hough Farms. Pursuant to the terms of the registration rights agreement, we will agree to file, following the date on which we become eligible to file a registration statement on Form S-3 under the Securities Act of 1933, as amended, or the Securities Act, one or more registration statements registering the issuance and resale of the common stock issuable upon redemption of the OP units issued in connection with the formation transactions. We will agree to pay all of the expenses relating to such registration statements. See "Shares Eligible for Future Sale—Registration Rights."
•: We intend to enter into employment agreements with Messrs. Pittman and Fabbri that will be effective upon completion of this offering. The employment agreements with Messrs. Pittman and Fabbri will provide for base salary, bonus and other benefits, including severance and accelerated vesting of equity awards upon a termination of the executive's employment under certain circumstances. See "Management—Executive Compensation—Employment Agreements."
•: We will enter into the Consulting Agreement with Mr. Hough, pursuant to which Mr. Hough will advise us with respect to business strategies and related matters, including asset underwriting, asset acquisitions and accounting matters, as well as other matters reasonably requested by us during the term of the Consulting Agreement. See "Management—Consulting Agreement."
•: We will enter into a shared services agreement, or the Shared Services Agreement, with American Agriculture Corporation, or American Agriculture, a Colorado corporation that is wholly owned by Messrs. Pittman and Hough, pursuant to which American Agriculture will provide certain support services to us, including providing office space and administrative support, accounting support, information technology services and human resources assistance. See "Certain Relationships and Related Party Transactions—Shared Services Agreement."
•: We intend to enter into indemnification agreements with our directors and executive officers that will be effective upon completion of this offering, providing for their indemnification by us to the fullest extent permitted by law and advancement by us of certain expenses and costs

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relating to claims, suits or proceedings arising from their service to us or, at our request, service to other entities, as officers or directors or in certain other capacities.

•: We intend to adopt the Farmland Partners Inc. 2014 Equity Incentive Plan, or our Equity Incentive Plan, under which we may grant cash or equity-based incentive awards to our directors, officers, employees and consultants. Upon completion of this offering, we expect to grant an aggregate of $2.8 million in restricted shares of our common stock to Messrs. Pittman, Fabbri and Hough, and an aggregate of $225,000 in restricted shares of our common stock to our independent directors. See "Management—Executive Officer and Director Compensation."
•: Upon completion of this offering and the formation transactions, substantially all of the farms in our initial portfolio will be leased to our related tenants, Astoria Farms (which is controlled by Mr. Pittman) and Hough Farms (in which Messrs. Pittman and Hough have an interest), pursuant to triple-net leases with terms ranging from one to three years.

Our Structure

The following diagram depicts our expected ownership structure upon completion of this offering and consummation of the formation transactions. Our operating partnership will own the various properties in our initial portfolio directly or indirectly, and in some cases through special purpose entities created in connection with various financings.

(1): Reflects (a) an aggregate of 140,933 restricted shares of our common stock to be granted to our executive officers, (b) 3,000 restricted shares of our common stock to be granted to each of our

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independent directors, and (c) 44,067 restricted shares of our common stock to be granted to Jesse J. Hough, our consultant, in each case, concurrently with the completion of this offering.

(2): Reflects an aggregate of 1,945,000 OP units issuable as consideration to Pittman Hough Farms in connection with the FP Land Merger, of which 1,458,750 OP units will be beneficially owned by Mr. Pittman, who will beneficially own an aggregate 22.9% equity interest in our company on a fully diluted basis.
(3): We expect to enter into new leases for 36 of the 38 farms and the three grain storage facilities in our initial portfolio prior to completion of this offering, which leases will be effective upon completion of this offering, and to assume two existing leases (for the Baca and Crane Creek farms) from our Predecessor in connection with the formation transactions.

Restrictions on Ownership and Transfer

Under the partnership agreement, holders of OP units may not transfer their OP units without our prior consent, as the sole member of the general partner of our operating partnership. Each of our executive officers, directors and director nominees and Mr. Hough has agreed not to sell or otherwise transfer or encumber any shares of our common stock or securities convertible or exchangeable into our common stock (including OP units) owned by them at the completion of this offering or thereafter acquired by them for a period of 180 days without the written consent of the representatives of the underwriters of this offering. Beginning on the first anniversary of the completion of the formation transactions, holders of OP units may tender their OP units for redemption by our operating partnership in exchange for cash equal to the market price of our common stock at the time of redemption or, at our option, for shares of our common stock on a one-for-one basis, as described under "Our Operating Partnership and the Partnership Agreement—Redemption Rights."

Due to limitations on the concentration of ownership of REIT stock imposed by the Internal Revenue Code of 1986, as amended, or the Code, effective upon completion of this offering and subject to certain exceptions, our charter will provide that no person may beneficially or constructively own more than 9.8% in value or in number of shares, whichever is more restrictive, of the outstanding shares of any class or series of our capital stock. See "Description of Our Capital Stock—Restrictions on Ownership and Transfer."

Our charter will also prohibit any person from, among other things:

•: beneficially or constructively owning or transferring shares of our capital stock if such ownership or transfer would result in our being "closely held" within the meaning of Section 856(h) of the Code (without regard to whether the ownership interest is held during the last half of a year);
•: transferring shares of our capital stock if such transfer would result in our capital stock being owned by fewer than 100 persons;
•: beneficially or constructively owning shares of our capital stock to the extent such beneficial or constructive ownership would cause us to constructively own ten percent or more of the ownership interests in a tenant (other than a taxable REIT subsidiary, or TRS) of our real property within the meaning of Section 856(d)(2)(B) of the Code; and
•: beneficially or constructively owning or transferring shares of our capital stock if such beneficial or constructive ownership or transfer would otherwise cause us to fail to qualify as a REIT under the Code.

Our Board of Directors, in its sole discretion, may exempt (prospectively or retroactively) a person from the 9.8% ownership limit and certain other restrictions in our charter and may establish or increase an excepted holder percentage limit for such person if our Board of Directors obtains such representations, covenants and undertakings as it deems appropriate in order to conclude that granting

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the exemption or establishing or increasing the excepted holder percentage limit will not cause us to lose our status as a REIT.

Our charter will also provide that any ownership or purported transfer of our stock in violation of the foregoing restrictions will result in the shares owned or transferred in such violation being automatically transferred to one or more charitable trusts for the benefit of a charitable beneficiary and the purported owner or transferee acquiring no rights in such shares, except that any transfer that results in the violation of the restriction relating to shares of our capital stock being beneficially owned by fewer than 100 persons will be null and void. If the transfer to the trust is ineffective for any reason to prevent a violation of the restriction, the transfer that would have resulted in such violation will be null and void.

Conflicts of Interest

Formation Transactions and Related Agreements

Following the completion of this offering and consummation of the formation transactions, conflicts of interest may arise between the holders of OP units, on the one hand, and our stockholders, on the other hand, with respect to certain transactions, such as the sale of properties or a reduction of indebtedness, which could have adverse tax consequences to the beneficial owners of OP units, including Mr. Pittman, our Executive Chairman, President and Chief Executive Officer, and Mr. Hough, who will provide consulting services to us pursuant to the Consulting Agreement, thereby making those transactions less desirable to such holders. See "Policies with Respect to Certain Activities—Conflicts of Interest and Related Policies" and "Our Operating Partnership and the Partnership Agreement."

We did not negotiate on an arm's-length basis the terms of the formation transactions and their operative documents, including the FP Land Merger Agreement, the Shared Services Agreement, the Consulting Agreement, the tax protection agreement and the Representation, Warranty and Indemnity Agreement. In the course of structuring the formation transactions and negotiating these agreements, Messrs. Pittman, Fabbri and Hough had the ability to influence the type and amount of compensation and benefits that they will receive from us. See "Structure and Formation of Our Company—Formation Transactions." There may be conflicts of interest in the interpretation and enforcement of such agreements. Furthermore, the tax protection agreement that our operating partnership will enter into with Pittman Hough Farms, in which Mr. Pittman has a 75% controlling interest, may affect the way in which we conduct our business, including with respect to when and under what circumstances we sell properties in our initial portfolio or interests therein or repay debt during the restriction period. See "Certain Relationships and Related Party Transactions—Tax Protection Agreement."

Leases with Our Related Tenants

Upon completion of this offering and the formation transactions, 84.0% of the total acres in our initial portfolio will be leased to either Astoria Farms or Hough Farms, which we refer to as our related tenants. Mr. Pittman has a 28.3% indirect partnership interest in, and controls, Astoria Farms, and has an 18.75% indirect partnership interest in Hough Farms. Mr. Hough has a 4.3% indirect partnership interest in Astoria Farms and a 28.3% indirect partnership interest in Hough Farms. Mr. Hough manages the farming operations of both of our related tenants. These leases were not negotiated on an arm's-length basis, and the terms, including the annual rent and other amounts payable, may not be as favorable to us as if the leases had been negotiated with an unaffiliated third party. See "Risk Factors—Risks Related to Our Organizational Structure—The leases with our related tenants were not negotiated on an arm's-length basis and may not be as favorable to us as if they had been negotiated with unaffiliated third parties." The renewal of any of the leases with our related tenants and any new leases with these entities or any other entity affiliated with our management team or Mr. Hough will require the approval of a majority of the independent members of our Board of

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Directors. See "Certain Relationships and Related Party Transactions—Leases with Our Related Tenants."

Excluded Assets and Businesses

Messrs. Pittman and Hough will retain ownership interests in one farm in Illinois (consisting of 2,866 total acres) and one farm in Nebraska (consisting of 1,193 total acres) that will not be acquired by us in our formation transactions, due to their families' long-term ownership of those farms and the high proportion of non-tillable acreage of those farms, including pasture land, livestock facilities and land devoted to recreational activities. In addition, the excluded Illinois farm contains a substantial amount of timberland from which revenues are generated from logging and hunting. We refer to the excluded Illinois farm and the excluded Nebraska farm as the "homestead farms" in this prospectus. We generally do not believe the two homestead farms are consistent with our investment criteria and business and growth strategies. However, upon completion of this offering and consummation of the formation transactions, we will enter into agreements with Mr. Pittman and Pittman Hough Farms pursuant to which we will be granted a right of first offer with respect to any portion of the two homestead farms that Mr. Pittman and Pittman Hough Farms desire to transfer.

In addition, Messrs. Pittman and Hough have an indirect non-controlling and non-managing interest in a joint venture that owns one farm in Illinois, consisting of approximately 759 acres, and one farm in Colorado, consisting of approximately 159 acres, which will not be acquired by us in our formation transactions. This joint venture may acquire additional farmland in our markets that is consistent with our investment criteria; however, Messrs. Pittman and Hough will not make any additional contributions to this joint venture without the approval of a majority of the independent members of our Board of Directors.

In addition, Messrs. Pittman and Hough are the sole owners of, and Mr. Hough is an employee of, American Agriculture, which provides services related to farming and livestock and is a party to the Shared Services Agreement. See "Certain Relationships and Related Party Transactions—Shared Services Agreement." Mr. Pittman also has (i) ownership interests in Astoria Farms and Hough Farms, which are engaged primarily in the production and sale of corn and soybeans and will lease 84.0% of the total acres in our initial portfolio, and (ii) a controlling interest in a livestock business. Mr. Hough has ownership interests in and manages the farming operations of Astoria Farms and Hough Farms and the livestock business controlled by Mr. Pittman.

As a result of these ownership interests, Messrs. Pittman and Hough will have conflicts of interest. See "Risk Factors—Risks Related to Our Organizational Structure—Messrs. Pittman and Hough have outside business interests that could require time and attention and may interfere with their ability to devote time to our business and affairs or present financial conflicts with us and may adversely affect our business." However, we do not believe that the excluded assets and businesses in which Messrs. Pittman and Hough are engaged will compete with us for tenants or investment opportunities.

Homestead Exemption Policy

Our Board of Directors has adopted a policy, which we refer to as the Homestead Exemption Policy, to allow Mr. Pittman and entities controlled by him to acquire additional farmland in close proximity to the two homestead farms. Pursuant to the Homestead Exemption Policy, Mr. Pittman and entities controlled by him have a right of first opportunity to acquire farmland in a total of 15 townships that are located within Fulton County or Schuyler County in Illinois or Butler County in

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Nebraska, which are the counties in which the two homestead farms are located. The specific townships are Astoria, Isabel, Kerton, Pleasant, Vermont and Woodland in Fulton County, Illinois; Browning, Hickory, Oakland and Rushville in Schuyler County, Illinois; and Alexis, Bone Creek, Olive, Savannah and Summit in Butler County, Nebraska. Under the Homestead Exemption Policy, Mr. Pittman and entities controlled by him may acquire no more than an aggregate of $5.0 million of farmland properties in these 15 townships annually without first offering the acquisition opportunity to us or otherwise receiving the consent or approval of the majority of the independent members of our Board of Directors. Some of the farms in our initial portfolio are located in townships in which Mr. Pittman and entities controlled by Mr. Pittman will be permitted to acquire farms pursuant to this policy. Although this policy could allow Mr. Pittman and the entities controlled by him to acquire farmland that is directly competitive with certain of the farms in our initial portfolio, Mr. Pittman has advised us that he does not intend to acquire for his own account farms that would directly compete with the farms we then own without first offering the acquisition opportunity to us. The independent members of our Board of Directors will review this policy annually.

Distribution Policy

We intend to make regular quarterly distributions to holders of shares of our common stock. Distributions declared by us will be authorized by our Board of Directors in its sole discretion out of funds legally available therefor and will depend upon a number of factors, including restrictions under applicable law, the capital requirements of our company and the distribution requirements necessary to qualify and maintain our qualification as a REIT. We may be required to fund distributions from working capital or with a portion of the net proceeds from this offering or borrow to provide funds for such distributions, or we may choose to make a portion of the required distributions in the form of a taxable stock dividend to preserve our cash balance. However, we currently have no intention to use the net proceeds from this offering to make distributions nor do we currently intend to make distributions using shares of our common stock.

Our Tax Status

We intend to elect and qualify to be taxed as a REIT for U.S. federal income tax purposes commencing with our short taxable year ending December 31, 2014. Our qualification as a REIT will depend upon our ability to meet, on a continuing basis, through actual investment and operating results, various complex requirements under the Code relating to, among other things, the sources of our gross income, the composition and values of our assets, our distribution levels and the diversity of ownership of our capital stock. We believe that we will be organized in conformity with the requirements for qualification as a REIT under the Code and that our intended manner of operation will enable us to meet the requirements for qualification and taxation as a REIT for U.S. federal income tax purposes commencing with our short taxable year ending December 31, 2014.

As a REIT, we generally will not be subject to U.S. federal income tax on our taxable income that we distribute currently to our stockholders. Under the Code, REITs are subject to numerous organizational and operational requirements, including a requirement that they distribute on an annual basis at least 90% of their REIT taxable income, determined without regard to the deduction for dividends paid and excluding any net capital gains. If we fail to qualify for taxation as a REIT in any taxable year and do not qualify for certain statutory relief provisions, our income for that year will be subject to tax at regular corporate rates, and we would be disqualified from taxation as a REIT for the four taxable years following the year during which we ceased to qualify as a REIT. Even if we qualify as a REIT for U.S. federal income tax purposes, we may still be subject to state and local taxes on our income and assets and to U.S. federal income and excise taxes on our undistributed income. Additionally, any income earned by any TRSs that we form or acquire in the future, will be fully subject to U.S. federal, state and local corporate income tax.

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Implications of Being an Emerging Growth Company

We qualify as an "emerging growth company," as defined in the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. An emerging growth company may take advantage of specified reduced reporting requirements and is relieved of certain other significant requirements that are otherwise generally applicable to public companies. For as long as we are an emerging growth company, among other things:

•: we are exempt from the requirement to obtain an attestation and report from our auditors on the assessment of our internal control over financial reporting pursuant to the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act;
•: we are permitted to provide less extensive disclosure about our executive compensation arrangements; and
•: we are not required to give our stockholders non-binding advisory votes on executive compensation or golden parachute arrangements.

We may take advantage of these provisions until December 31, 2019 or such earlier time that we are no longer an emerging growth company. We would cease to be an emerging growth company if we have more than $1 billion in annual revenues, have more than $700 million in market value of shares of our common stock held by non-affiliates, or issue more than $1 billion of non-convertible debt securities over a three-year period. We have irrevocably elected not to take advantage of the extension of time to comply with new or revised financial accounting standards under Section 102(b) of the JOBS Act.

Corporate Information

Our executive offices are located at 8670 Wolff Court, Suite 240, Westminster, Colorado 80031. Our telephone number at our executive offices is (720) 452-3100 and our corporate website is www.farmlandpartners.com. The information contained on, or accessible through, our website is not incorporated by reference into this prospectus.

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This Offering


Common stock offered by us		4,666,667 shares (plus up to an additional 700,000 shares of our common stock that we may issue and sell upon the exercise of the underwriters' over-allotment option)
Common stock to be outstanding after this offering		4,866,667 shares(1)
Common stock and OP units to be outstanding after this offering and the formation transactions		6,811,667 shares and OP units(1)(2)
Use of proceeds		We estimate that the net proceeds from this offering, after deducting the underwriting discount and commissions and estimated offering expenses payable by us, will be approximately $63.8 million ($73.5 million if the underwriters exercise their over-allotment option in full). We will contribute the net proceeds from this offering to our operating partnership. Our operating partnership intends to use the net proceeds from this offering as follows:
		• approximately $12.0 million to repay outstanding indebtedness, of which $766,000 was advanced by Pittman Hough Farms and will be reimbursed to Pittman Hough Farms with a portion of the net proceeds from this offering;
		• approximately $55,000 (exclusive of the $766,000 to be reimbursed for amounts advanced by Pittman Hough Farms to repay certain indebtedness) to reimburse Pittman Hough Farms for amounts advanced or incurred in connection with this offering and the formation transactions (see "Certain Relationships and Related Party Transactions—Reimbursement of Pre-Closing Offering Expenses"); and
		• the remaining net proceeds, if any, for general corporate purposes, including working capital, future acquisitions and, potentially, paying distributions.
Risk factors		Investing in our common stock involves a high degree of risk. You should carefully read and consider the information set forth under the heading "Risk Factors" beginning on page 24 of this prospectus and other information included in this prospectus before investing in our common stock.
NYSE listing symbol		FPI

(1): Includes (a) 4,666,667 shares of common stock to be issued in this offering, (b) an aggregate of 15,000 restricted shares of our common stock to be granted to our independent directors concurrently with the completion of this offering (based on the midpoint of the price range set forth on the front cover of this prospectus), and (c) an aggregate of 185,000 restricted shares of our common stock to be granted to Messrs. Pittman, Fabbri and Hough concurrently with the completion of this offering (based on the midpoint of the price range set forth on the front cover of this prospectus). Excludes (i) 700,000 shares of our common stock issuable upon the exercise of the underwriters' over-allotment option in full, (ii) 1,945,000 shares of our common stock that may

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be issued, at our option, upon redemption of OP units to be issued in the formation transactions and (iii) 122,000 shares of our common stock available for future issuance under our Equity Incentive Plan (see "Management—Executive Officer and Director Compensation—Equity Incentive Plan"). The actual aggregate number of shares available under our Equity Incentive Plan will be equal to 6% of the actual number of shares sold in this offering including shares sold pursuant to the over-allotment option.

(2): Includes 1,945,000 OP units expected to be issued to Pittman Hough Farms in the formation transactions, which may, subject to certain limitations, and as set forth in the partnership agreement, be redeemed for cash or, at our option, for shares of our common stock on a one-for-one basis beginning one year following completion of the formation transactions.

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Summary Selected Financial Data

The following table sets forth summary selected financial and operating data on (i) a historical combined basis for our Predecessor and (ii) a pro forma basis for our company after giving effect to this offering and the formation transactions. Our Predecessor, FP Land, is a Delaware limited liability company that owns 100% of the equity interests in two entities, which we refer to as the ownership entities, that directly wholly own the 38 farms and three grain storage facilities that comprise our initial portfolio. Pursuant to the FP Land Merger, we will acquire the 38 farms and three grain storage facilities owned indirectly by our Predecessor and assume the ownership and operation of its business. We have not presented historical information for Farmland Partners Inc. because we have not had any corporate activity since our formation other than the issuance of 1,000 shares of our common stock in connection with the initial capitalization of the company in connection with this offering, and because we believe that a discussion of the results of Farmland Partners Inc. would not be meaningful.

You should read the following summary selected financial data in conjunction with our historical combined financial statements and the related notes and with "Management's Discussion and Analysis of Financial Condition and Results of Operations," which are included elsewhere in this prospectus.

The historical combined consolidated balance sheet information as of December 31, 2013 and 2012 of our Predecessor and the combined consolidated statements of operations for the years ended December 31, 2013 and 2012 of our Predecessor have been derived from the historical audited combined consolidated financial statements of our Predecessor included elsewhere in this prospectus.

Our summary selected unaudited pro forma consolidated financial and operating data as of and for the year ended December 31, 2013 assume the completion of this offering and the consummation of the formation transactions (each as described in the unaudited pro forma consolidated financial statements included elsewhere in this prospectus) as of January 1, 2013 for the operating data and as of the stated date for the balance sheet data. Our pro forma financial information is not necessarily indicative of what our actual financial position and results of operations would have been as of the date and for the periods indicated, nor does it purport to represent our future financial position or results of operations.

	As of and For the Years Ended December 31,

				Predecessor Historical Combined
	2013 (Company Pro Forma Consolidated)			Predecessor Historical Combined
	2013 (Company Pro Forma Consolidated)			2013			2012
	(Unaudited)
Total operating revenues	$	2,619,098		$	2,350,025		$	2,123,116
Net income (loss)		(1,307,270	)		34,172			586,352
EBITDA(1)		(152,914	)		1,525,013			1,872,906
FFO(1)		(1,158,723	)		182,719			710,928
Total assets		90,223,303			39,668,676			36,913,823
Total liabilities		31,408,348			44,392,598			36,580,455
Total (deficit) equity		58,814,955			(4,723,922	)		333,368

(1): For definitions and reconciliations of net income to earnings before interest, taxes, depreciation and amortization, or EBITDA, and funds from operations, or FFO, as well as a statement disclosing the reasons why our management believes that EBITDA and FFO provide useful information to investors and, to the extent material, any additional purposes for which our management uses EBITDA and FFO, see "Management's Discussion and Analysis of Financial Condition and Results of Operations—Non-GAAP Financial Measures."

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RISK FACTORS

Before you invest in our securities, you should be aware that your investment is subject to various risks, including those described below. You should carefully consider these risk factors together with all of the other information included in this prospectus before you decide to purchase our securities.

Risks Related to Our Business and Properties

The geographic concentration of our initial portfolio could cause us to be more susceptible to adverse weather, economic or regulatory changes or developments in the markets in which our properties are located than if we owned a more geographically diverse portfolio, which could materially and adversely affect the value of our farms and our ability to lease our farms on favorable terms or at all.

All of the farms in our initial portfolio are located in Illinois, Nebraska and Colorado, with a significant concentration in Illinois and Nebraska, which exposes us to greater economic risks than if we owned a more geographically diverse portfolio. Upon completion of this offering and the formation transactions, our farms in Illinois, Nebraska and Colorado will represent approximately 85%, 11% and 4%, respectively, of the total 2014 contractual rent of our initial portfolio. As a result, we are particularly susceptible to developments or conditions in these states and/or the specific counties in which our farms are located, including adverse weather conditions (such as windstorms, tornados, floods, drought, hail and temperature extremes), transportation conditions (including navigation of the Mississippi River), crop disease, pests and other adverse growing conditions, and unfavorable or uncertain political, economic, business or regulatory conditions (such as changes in price supports, subsidies and environmental regulations). Any such developments or conditions could materially and adversely affect the value of our farms and our ability to lease our farms on favorable terms or at all, which could adversely affect our financial condition, results of operations, cash flow and ability to make distributions to our stockholders.

Our initial portfolio is comprised almost entirely of properties used to grow primary row crops, principally corn and soybeans, which subjects us to risks associated with concentrating our portfolio in a single asset class devoted to a limited number of crop types.

Our initial portfolio is comprised almost entirely of properties used to grow primary row crops, principally corn and soybeans. As a result, any development or situation that adversely affects the value of properties generally or the prices of corn or soybeans, including those described in the risk factor above, could have a more significant adverse impact on us than if our initial portfolio were diversified by asset type or crop type, which could materially and adversely impact our financial condition, results of operations and ability to make distributions to our stockholders.

Our business is dependent in part upon the profitability of our tenants' farming operations, and any downturn in the profitability of their farming operations could have a material adverse effect on our financial condition, results of operations, cash flow and ability to make distributions to our stockholders.

We depend on our tenants to operate the farms we own in a manner that generates revenues sufficient to allow them to meet their obligations to us, including their obligations to pay rent and real estate taxes, maintain certain insurance coverage and maintain the properties generally. The ability of our tenants to fulfill their obligations under our leases depends, in part, upon the overall profitability of their farming operations, which could be adversely impacted by, among other things, adverse weather conditions, crop prices, crop disease, pests, contaminants, and unfavorable or uncertain political, economic, business or regulatory conditions. We will be particularly susceptible to any decline in the profitability of our tenants' farming operations if we enter into any additional leases that do not require 100% of the annual rent to be paid in advance of each spring planting season, such as the lease for the Crane Creek farm, or if we utilize variable-rent leases, such as the lease for the Baca farm, pursuant to which the amount of rent depends on crop yields and prices realized by our tenants, or if we enter into

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leases with terms longer than one year, such as the leases for 23 of the 38 farms in our initial portfolio. In addition, many farms are dependent on a limited number of key individuals whose injury or death may significantly affect the successful operation of the farm. We can provide no assurances that, if a tenant defaults on its obligations to us under a lease, we will be able to lease or re-lease that farm on economically favorable terms in a timely manner, or at all. In addition, we may experience delays in enforcing our rights as landlord and may incur substantial costs in protecting our investment.

The rents we are able to negotiate for the properties we own will be based, in part, on each tenant's expectation of the land's future productivity. To the extent we lease to tenants whose operations become less profitable, prospective tenants may assume reduction in profitability is due, in part, to less productive land, which could make it more difficult to negotiate favorable rental rates for such properties. Our tenants' profitability could also be adversely affected by declines in market prices for primary row crops.

As a result, any downturn in the profitability of the farming operations of our tenants or a downturn in the farming industry as a whole could have a material adverse effect on our financial condition, results of operations, cash flow and ability to make distributions to our stockholders.

Substantially all of the farms in our initial portfolio will be leased to our related tenants pursuant to triple-net leases, and the failure of these entities to meet their obligations to us, or their determination to not renew leases or to terminate their farming operations, could materially and adversely affect our financial condition, results of operations, cash flow and ability to make distributions to our stockholders.

Of the 38 farms in our initial portfolio, 36 farms, as well as three grain storage facilities (representing an aggregate of approximately 94% of the total 2014 contractual rent of our initial portfolio), will be leased to either Astoria Farms or Hough Farms, our related tenants, pursuant to triple-net leases. Mr. Pittman has a 28.3% indirect partnership interest in, and controls, Astoria Farms, and has an 18.75% indirect partnership interest in Hough Farms. Mr. Hough has a 4.3% indirect partnership interest in Astoria Farms and a 28.3% indirect partnership interest in Hough Farms. In addition, although we expect that most of the farms we acquire in the future will be leased to tenants unrelated to our management team, we may lease such newly acquired farms to our affiliates from time to time in the future. Therefore, the success of our business will depend in part upon the profitability of these entities' farming operations and their ability to meet their obligations to us. In the event these affiliates are unable to meet their obligations to us, whether as a result of a downturn in the profitability of their farming operations or otherwise, our financial condition, results of operations, cash flow and ability to make distributions to our stockholders could be materially adversely affected. See "—Risks Related to Our Organizational Structure—The leases with our affiliates were not negotiated on an arm's-length basis and may not be as favorable to us as if they had been negotiated with unaffiliated third parties."

Moreover, these entities may determine to not renew their leases with us at the end of the lease term or to terminate their farming operations, whether as a result of a downturn in the profitability of their farming operations or otherwise, in which case, a substantial number of our properties would become vacant at the same time. In the event such a situation develops in the future, we may not have sufficient infrastructure in place to successfully identify suitable tenants to lease a large number of properties on an expedited basis, which may cause us to have vacant properties or negotiate lease terms less favorable to us.

We have very limited experience leasing farmland to third parties, and our inability to execute our business plan of continuously leasing our properties on favorable economic and other terms would materially and adversely affect our results of operations and cash available for distribution to stockholders.

While we will lease substantially all of the properties in our initial portfolio to our related tenants pursuant to triple-net leases that require payment of 100% of the annual rent in advance of each spring

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planting season, our business plan contemplates leasing properties that we acquire in the future to farm-operator tenants unrelated to Mr. Pittman, Mr. Hough or us (including tenants from whom we acquire farmland in the future), pursuant to leases having similar terms. Our management team has very limited experience leasing farmland to third-party tenants and there can be no assurance that we will be able to identify suitable third-party tenants or negotiate acceptable lease terms for properties we acquire in the future. In particular, we may not be able to obtain triple-net lease terms for our properties on economic terms that are consistent with the terms of the leases for the properties in our initial portfolio. In addition, we may not be able to negotiate for the full payment of rent in advance of each spring planting season, which could increase our exposure to credit risk of our farm-operator tenants and the risks associated with farming operations, such as weather, commodity price fluctuations and other factors described above under "—Our business is dependent in part upon the profitability of our tenants' farming operations, and any downturn in the profitability of their farming operations could have a material adverse effect on our financial condition, results of operations, cash flow and ability to make distributions to our stockholders."

Even if we enter into leases that require payment of all or a substantial portion of annual rent in advance of each spring planting season, in the event of a default by the tenant in payment of the annual rent when due, there can be no assurance that we would be able to timely locate a new tenant and obtain acceptable lease terms before the spring planting season, in which event our lease revenue from any affected property would likely be substantially decreased.

Our failure to identify and consummate suitable acquisitions would significantly impede our growth and our ability to diversify our portfolio by geography, crop type and tenant, which would materially and adversely affect our results of operations and cash available for distribution to our stockholders.

Our ability to expand through acquisitions is integral to our business strategy and requires that we identify and consummate suitable acquisition or investment opportunities that meet our investment criteria and are compatible with our growth strategy. We will compete for the acquisition of farmland and properties related to farming with many other entities engaged in agricultural and real estate investment activities, including individual and family operators of farming businesses, corporate agriculture companies, financial institutions, institutional pension funds, real estate companies, private equity funds and other private real estate investors. These competitors may prevent us from acquiring desirable properties or may cause an increase in the price we must pay for such properties. Our competitors may have greater resources than we do and may be willing to pay more for certain assets or may have a more compatible operating philosophy with our acquisition targets. In particular, larger institutions may enjoy significant competitive advantages that result from, among other things, a lower cost of capital and enhanced operating efficiencies. Our competitors may also adopt transaction structures similar to ours, which would decrease our competitive advantage in offering flexible transaction terms. In addition, the number of entities and the amount of funds competing for suitable investment properties may increase, resulting in increased demand and increased prices paid for these properties. If we pay higher prices for properties, our profitability may decrease, and you may experience a lower return on your investment. Our failure to identify and consummate suitable acquisitions would significantly impede our growth and our ability to diversify our portfolio by geography, crop type and tenant, which would materially and adversely affect our results of operations and cash available for distribution to our stockholders.

We do not intend to continuously monitor and evaluate tenant credit quality and may be subject to risks associated with our tenants' financial condition and liquidity position.

We may not be able to negotiate for the full payment of rent in cash in advance of the planting season (such as our lease for the Crane Creek farm), which subjects us to credit risk exposure to our farm-operator tenants and the risks associated with farming operations, such as weather, commodity price fluctuations and other factors. We will also be exposed to these risks with respect to leases for

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which the rent is based on a percentage of a tenant's farming revenues (such as our lease for the Baca farm) and leases with terms greater than one year (such as the leases for 23 of the 38 farms in our initial portfolio). Because we do not intend to monitor and evaluate the credit risk exposure related to farm-operator tenants on an ongoing basis, we will be subject to the risk that our tenants, particularly those that may depend on debt and leverage to finance their operations, could be susceptible to bankruptcy in the event that their cash flows are insufficient to satisfy their financial obligations, including meeting their obligations to us under their leases. As a result, we may not become aware of a tenant's financial distress until the tenant fails to make payments to us when due, which may significantly reduce the amount of time we have to evict the tenant and re-lease the farmland to a new tenant before the start of the spring planting season, and in the event of a tenant bankruptcy we may not be able to terminate the lease. If we are unable to re-lease the farmland on a timely basis, it could have a material adverse effect on our revenues.

Some state laws prohibit or restrict the ownership of agricultural land by business entities, which could impede the growth of our portfolio and our ability to diversify geographically.

Certain states, including Iowa, North Dakota, South Dakota, Minnesota, Oklahoma, Wisconsin, Missouri and Kansas, in which a substantial amount of primary row cropland is located, have laws that prohibit or restrict to varying degrees the ownership of agricultural land by corporations or business entities like us. Additional states may, in the future, pass similar or more restrictive laws, and we may not be legally permitted, or it may become overly burdensome or expensive, to acquire properties in these states, which could impede the growth of our portfolio and our ability to diversify geographically in states that might otherwise have attractive investment opportunities.

Failure to succeed in new markets may have adverse consequences.

Our initial portfolio is comprised of properties located in Illinois, Nebraska and Colorado. We intend to acquire properties in markets that are new to us. When we acquire properties located in new markets, we may face risks associated with a lack of market knowledge or understanding of the local market, including the availability and identity of quality tenant farmers, forging new business relationships in the area and unfamiliarity with local government requirements and procedures. Furthermore, the negotiation of a potential expansion into new markets would divert management time and other resources. As a result, we may have difficulties executing our business strategy in these new markets, which could have a negative impact on our results of operations and ability to make distributions to our stockholders.

Our platform may not be as scalable as we anticipate, and we could face difficulties growing our business without significant new investment in personnel and infrastructure, which could disrupt our business and operations and impede the growth of our business.

Our platform for operating our business may not be as scalable as we anticipate or able to support significant growth without substantial new investment in personnel and infrastructure. Upon completion of this offering and the formation transactions, we will have two employees, have access to additional personnel pursuant to the Shared Services Agreement with American Agriculture and receive consulting services from Mr. Hough pursuant to the Consulting Agreement. It is possible that if our business grows substantially, we will need to make significant new investment in personnel and infrastructure to support that growth. We may be unable to make significant investments on a timely basis or at reasonable costs and our failure in this regard could disrupt our business and operations and impede the growth of our business.

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Our short-term leases make us more susceptible to any decreases in prevailing market rental rates than would be the case if we entered into longer-term leases, which could have a material adverse effect on our results of operations and ability to make distributions to our stockholders.

Upon completion of this offering, all of the leases in our initial portfolio will have terms ranging from one to three years, and we expect that most of the leases we enter into in the future will have one- to three-year terms. As a result, we will be required to frequently re-lease our properties upon the expiration of our leases, which will make us more susceptible to declines in market rental rates than we would be if we were to enter into longer term leases. As a result, any decreases in the prevailing market rental rates in the geographic areas in which we own properties could have a material adverse effect on our results of operations and ability to make distribution to our stockholders.

Illiquidity of real estate investments could significantly impede our ability to respond to adverse changes in the performance of our properties and harm our financial condition.

The real estate investments made, and to be made, by us may be difficult to sell quickly. As a result, our ability to promptly sell one or more properties in our portfolio in response to changing economic, financial and investment conditions may be limited. Return of capital and realization of gains, if any, from an investment generally will occur upon disposition or refinancing of the underlying property. We may be unable to realize our investment objectives by sale, other disposition or refinancing at attractive prices within any given period of time or may otherwise be unable to complete any exit strategy. In particular, our ability to dispose of one or more properties within a specific time period is subject to certain limitations imposed by our tax protection agreement, as well as weakness in or even the lack of an established market for a property, changes in the financial condition or prospects of prospective purchasers, changes in national or international economic conditions and changes in laws, regulations or fiscal policies of jurisdictions in which the property is located.

In addition, the Code imposes restrictions on a REIT's ability to dispose of properties that are not applicable to other types of real estate companies. In particular, the tax laws applicable to REITs effectively require that we hold our properties for investment, rather than primarily for sale in the ordinary course of business, which may cause us to forego or defer sales of properties that otherwise would be in our best interests. Therefore, we may not be able to vary our portfolio in response to economic or other conditions promptly or on favorable terms.

If our properties do not have access to adequate water supplies, it could harm our ability to lease the properties for farming on favorable terms or at all, which could have a material adverse impact on the value of our properties and our results of operations and ability to make distributions to our stockholders.

Farmland and properties related to farming require access to sufficient water to make the property suitable for farming. Although we expect to acquire properties with sufficient water access, there may be a need to drill additional wells in the future, and we would be required to obtain permits prior to drilling such wells. Permits for drilling water wells are required by state and county regulations, and such permits may be difficult or costly to obtain, particularly in areas where there is a limited supply of water. In addition, there can be no assurance that additional wells will produce sufficient water supplies to support farming operations adequately. Similarly, our properties may be subject to governmental regulations relating to the quality and disposition of rainwater runoff or other water to be used for irrigation, and we could incur costs in order to retain this water and comply with such regulations. If we are unable to obtain or maintain sufficient water supplies for our properties, or the costs incurred to obtain or maintain the water supplies cause the farming operation to be less profitable, we may not be able to lease our properties for farming on favorable terms or at all, which could have a material adverse impact on the value of our properties and our results of operations and ability to make distributions to our stockholders.

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Our farms are subject to adverse weather conditions, seasonal variability, crop disease and other contaminants, which may affect our tenants' ability to pay rent and thereby have an adverse effect on our results of operations, financial condition, and our ability to make distributions to stockholders.

Annual row crops are vulnerable to adverse weather conditions, including windstorms, tornados, floods, drought and temperature extremes, which are quite common but difficult to predict. Unfavorable growing conditions can reduce both crop size and crop quality. Seasonal factors, including supply and consumer demand, may also have an effect on the crops grown by our tenants. In extreme cases, entire harvests may be lost in some geographic areas.

In addition, annual row crops are vulnerable to crop disease, pests and other contaminants. Damages to tenants' crops from crop disease and pests may vary in severity and effect, depending on the stage of production at the time of infection or infestation, the type of treatment applied and climatic conditions. The costs to control these infestations vary depending on the severity of the damage and the extent of the plantings affected. These infestations can increase the costs and decrease the revenues of our tenants. Tenants may also incur losses from product recalls, fines or litigation due to other contaminants that may cause food borne illness. It is difficult to predict the occurrence or severity of such product recalls, fines or litigation as well as their impact upon our tenants.

Although we typically lease our properties on a fixed-rent basis that does not change based on the success of the farming operations, we may, to a limited extent, utilize variable-rent leases pursuant to which the amount of the rent depends on crop yields and prices in regions where such arrangements are prevalent. In any case, adverse weather conditions, seasonal variability, crop disease, pests and other contaminants could adversely affect our tenants' ability to continue to meet their obligations to us and our ability to lease or re-lease properties on favorable terms, or at all, which could have a material adverse effect on the value of our properties, our results of operations, financial condition, and our ability to make distributions to our stockholders.

In the past, the market prices of the crops that our tenants may produce on our agricultural properties have been volatile, which may affect our tenants' ability to pay rent and thereby have an adverse effect on our results of operations and our ability to make distributions to stockholders.

The value of a crop is affected by many factors that can differ on a yearly basis. The unpredictability of weather and crop disease in the major crop production regions worldwide creates a significant risk of price volatility, which may either increase or decrease the value of the crops that our tenants produce each year. Other material factors adding to the volatility of crop prices are changes in government regulations and policy, fluctuations in global prosperity, fluctuations in foreign trade and export markets, and eruptions of military conflicts or civil unrest. Although rental payments under our leases typically will not be based on the quality or profitability of our tenants' harvests, any of these factors could adversely affect our tenants' ability to meet their obligations to us and our ability to lease or re-lease properties on favorable terms, or at all, which could have a material adverse effect on the value of our properties, our results of operations and our ability to make distributions to our stockholders.

The future effects of climate change could adversely impact the value of our properties and our results of operations.

In addition to the general risks that adverse weather conditions pose for the tenants of our properties, the value of our properties and the operations of our tenants may be subject to risks associated with long-term effects of climate change. Many climatologists have predicted that the impacts of climate change could include increases in average temperatures, more extreme temperatures, changes in rainfall patterns, severe droughts, and increases in volatile weather over time. Such effects of climate change could make our properties less profitable for farming or other alternative uses, which could adversely impact the value of our properties, our results of operations and our ability to make distributions to our stockholders.

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Adverse changes in government policies related to farming, including decreases in farm subsidies, tax incentives or the percentage of ethanol that must be blended into fuel, could reduce prices of crops and the profitability of farming operations, which could materially and adversely affect the value of our properties and our results of operations.

There are a number of government programs that provide subsidies and tax and other incentives to farm operators. Some of these programs have been in operation since the 1930s and were intended to stabilize the income to farm operators and protect them from agricultural setbacks such as wind damage, floods, drought and crop disease. In addition, in recent years both the U.S. federal government and certain state governmental agencies have required that transportation fuel sold in the United States contain a minimum volume of renewable fuel, including ethanol. These renewable fuel requirements have caused ethanol demand to increase substantially, which in turn has had a positive impact on the price of corn and primary row crop farmland prices in general. The elimination or reduction of any of these subsidies or other incentives, the widespread use of other forms of renewable fuel or reduction in renewable fuel requirements in the future could reduce the prices of crops and the profitability of farming operations, which could materially and adversely impact the value of our farms and our ability to lease them on favorable terms, or at all, which would have a material adverse effect on our results of operations.

Acquiring farmland and properties related to farming during periods when such properties are experiencing substantial inflows of capital and intense competition may result in inflated purchase prices and increase the likelihood that our properties will not appreciate in value and may, instead, decrease in value.

The allocation of substantial amounts of capital for investment in farmland and farming related properties and significant competition for income-producing real estate may inflate the purchase prices for such assets. If we acquire properties in such an inflated environment, it is possible that the value of our assets may not appreciate and may, instead, decrease in value, perhaps significantly, below the amount we paid for such assets. In addition to macroeconomic and local economic factors, technical factors, such as a decrease in the amount of capital allocated to the purchase of farmland and farming related properties and the number of investors participating in the sector, could cause the value of our assets to decline.

If the U.S. Federal Reserve or other central banks embark on a substantial tightening of monetary policy in the future that causes real interest rates to rise substantially, it may cause land prices to decline if the rise in real interest rates is not accompanied by rises in the general levels of inflation.

A substantial tightening of monetary policy by the U.S. Federal Reserve or other central banks would increase credit costs (through the resulting increase in interest rates) and decrease credit availability. This could hurt farm operators because higher real interest rates make it more difficult for farm operators to qualify for loans and increase their borrowing costs. Higher interest rates also tend to decrease U.S. and world economic growth, thus decreasing the demand for agricultural commodities. All of these consequences could reduce farm income. If increases in real interest rates (which is defined as nominal interest rates minus the inflation rate) are not accompanied by higher levels of farm income and rents, this could lead to declines in agricultural land values and a reduction in our profitability, either of which would have a material adverse effect on our business or results of operations, financial condition, and ability to make distributions to our stockholders.

The loss of key management personnel, particularly Paul A. Pittman and Luca Fabbri, or the loss of Jesse J. Hough, our consultant, could have a material adverse effect on our ability to implement our business strategy and to achieve our investment objectives.

Our future success depends to a significant extent on the continued service and coordination of our senior management team, particularly Paul A. Pittman, our Executive Chairman, President and

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Chief Executive Officer, and Luca Fabbri, our Chief Financial Officer. We can provide no assurances that any of our key personnel will continue their employment with us. The loss of services of any of our executive officers could have a material adverse effect on our ability to implement our business strategy and to achieve our investment objectives.

In addition, the success of the farm operator that will rent substantially all of our properties upon completion of this offering depends to a significant extent on the continued service of Jesse J. Hough, who manages the farming operations of our related tenants that will lease substantially all of the farms in our initial portfolio. The loss of services from Mr. Hough under the Consulting Agreement or his departure from or diminishment of his activities at our related tenants could have a material adverse effect on our business.

We have no operating history as a REIT or a publicly traded company, and we cannot assure that the past experience of our senior management team will be sufficient to successfully operate our company as a REIT or a publicly traded company.

We have no operating history as a REIT or a publicly traded company. We cannot assure you that the past experience of our senior management team will be sufficient to successfully operate our company as a REIT or a publicly traded company, including the requirements to timely meet the disclosure requirements of the SEC. Following the completion of this offering, we will be required to develop and implement control systems and procedures in order to qualify and maintain our qualification as a REIT, satisfy our periodic and current reporting requirements under applicable SEC regulations and comply with the NYSE listing standards, and this transition could place a significant strain on our management systems, infrastructure and other resources, any of which could materially adversely impact our business, results of operations and financial condition. See "—U.S. Federal Income Tax Risks—Failure to qualify as a REIT for U.S. federal income tax purposes would subject us to U.S. federal income tax on our taxable income at regular corporate rates, which would substantially reduce our ability to make distributions to our stockholders."

We are an "emerging growth company," and we cannot be certain if the reduced disclosure requirements applicable to emerging growth companies will make shares of our common stock less attractive to investors.

In April 2012, President Obama signed into law the JOBS Act. The JOBS Act contains provisions that, among other things, relax certain reporting requirements for "emerging growth companies," including certain requirements relating to accounting standards and compensation disclosure. We are classified as an emerging growth company. For as long as we are an emerging growth company, which may be up to five full fiscal years, we may take advantage of exemptions from various reporting and other requirements that are applicable to other public companies that are not emerging growth companies, including the requirements to:

•: provide an auditor's attestation report on management's assessment of the effectiveness of our system of internal control over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act;
•: comply with any new or revised financial accounting standards applicable to public companies until such standards are also applicable to private companies;
•: comply with any new requirements adopted by the Public Company Accounting Oversight Board, or the PCAOB, requiring mandatory audit firm rotation or a supplement to the auditor's report in which the auditor would be required to provide additional information about the audit and the financial statements of the issuer;
•: comply with any new audit rules adopted by the PCAOB after April 5, 2012, unless the SEC determines otherwise;

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•: provide certain disclosure regarding executive compensation required of larger public companies; or
•: hold stockholder advisory votes on executive compensation.

We cannot predict if investors will find shares of our common stock less attractive because we will not be subject to the same reporting and other requirements as other public companies. If some investors find shares of our common stock less attractive as a result, there may be a less active trading market for our common stock, and the per share trading price of our common stock could decline and may be more volatile.

We will incur new costs as a result of becoming a public company, and such costs may increase if and when we cease to be an "emerging growth company," which could adversely impact our results of operations.

As a public company, we will incur significant legal, accounting, insurance and other expenses that we have not incurred as a private company, including costs associated with public company reporting requirements of the Securities Exchange Act of 1934, or the Exchange Act, the Sarbanes-Oxley Act, the Dodd-Frank Act, the listing requirements of the NYSE and other applicable securities rules and regulations. Compliance with these rules and regulations will increase our legal and financial compliance costs, make some activities more difficult, time-consuming or costly and increase demand on our systems and resources. As a result, our executive officers' attention may be diverted from other business concerns, which could adversely affect our business and results of operations. In addition, the expenses incurred by public companies generally for reporting and corporate governance purposes have been increasing. We expect compliance with these public reporting requirements and associated rules and regulations to increase expenses, particularly after we are no longer an emerging growth company, although we are currently unable to estimate these costs with any degree of certainty. We could be an emerging growth company for up to five years, although circumstances could cause us to lose that status earlier, which could result in our incurring additional costs applicable to public companies that are not emerging growth companies.

In addition, changing laws, regulations and standards relating to corporate governance and public disclosure are creating uncertainty for public companies, increasing legal and financial compliance costs and making some activities more time consuming. These laws, regulations and standards are subject to varying interpretations, in many cases due to their lack of specificity, and, as a result, their application in practice may evolve over time as new guidance is provided by regulatory and governing bodies. This could result in continuing uncertainty regarding compliance matters and higher costs necessitated by ongoing revisions to disclosure and governance practices. We intend to invest resources to comply with evolving laws, regulations and standards, and this investment may result in increased general and administrative expenses and a diversion of our executive officers' time and attention from revenue-generating activities to compliance activities. If our efforts to comply with new laws, regulations and standards differ from the activities intended by regulatory or governing bodies due to ambiguities related to their application and practice, regulatory authorities may initiate legal proceedings against us and our business may be adversely affected.

As a result of disclosure of information in this prospectus and in filings required of a public company, our business and financial condition will become more visible, which we believe may result in threatened or actual litigation, including by competitors and other third parties. If such claims are successful, our business and results of operations could be adversely affected, and even if the claims do not result in litigation or are resolved in our favor, these claims, and the time and resources necessary to resolve them, could divert the resources of our executive officers and adversely affect our business and results of operations.

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As a result of becoming a public company, management will be required to report periodically on the effectiveness of its system of internal control over financial reporting. We may not complete our analysis of our internal control over financial reporting in a timely manner, or our system of internal control over financial reporting may not be determined to be appropriately designed or operating effectively, which may adversely affect investor confidence in our company and, as a result, the value of our common stock.

In connection with our Predecessor's audits for the years ended December 31, 2013 and December 31, 2012, our Predecessor's independent registered public accounting firm identified and communicated a material weakness related to the failure to implement an effective system of internal controls over financial reporting. Two contributing factors to this material weakness include a failure to maintain a sufficient complement of qualified accounting personnel and an appropriate segregation of duties within the organization. A "material weakness" is a deficiency, or combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our Predecessor's financial statements will not be prevented or detected on a timely basis. This material weakness resulted in audit adjustments to our Predecessor's financial statements, which were identified by our Predecessor's independent registered public accounting firm.

We will be required, pursuant to Section 404 of the Sarbanes-Oxley Act, to furnish a report by management on, among other things, the effectiveness of our internal controls over financial reporting for the first fiscal year beginning after the completion of this offering. In addition, after we are no longer an emerging growth company under the JOBS Act, Section 404 of the Sarbanes-Oxley Act requires our auditors to deliver an attestation report on the effectiveness of our internal controls over financial reporting in conjunction with their opinion on our audited financial statements. Substantial work on our part is required to implement appropriate processes, document the system of internal control over key processes, assess their design, remediate any deficiencies identified and test their operation. This process is expected to be both costly and challenging. Upon completion of this offering, our management team and financial reporting personnel will be primarily those of our Predecessor and, as such, we may face the same material weakness as our Predecessor that is described above. We cannot give any assurances that the material weakness identified by our independent registered public accounting firm will be remediated on a timely basis or at all or that additional material weaknesses will not be identified in the future in connection with our compliance with the provisions of Section 404 of the Sarbanes-Oxley Act. The existence of any material weakness would preclude a conclusion by management and our independent auditors that we maintained effective internal control over financial reporting. Our management may be required to devote significant time and expense to remediate any material weaknesses that may be discovered and may not be able to remediate any material weakness in a timely manner. The existence of any material weakness in our internal control over financial reporting could also result in errors in our financial statements that could require us to restate our financial statements, cause us to fail to meet our reporting obligations and cause investors to lose confidence in our reported financial information, all of which could lead to a decline in the per share trading price of our common stock.

We depend on external sources of capital that are outside of our control and may not be available to us on commercially reasonable terms or at all, which could limit our ability to, among other things, acquire additional properties, meet our capital and operating needs or make the cash distributions to our stockholders necessary to qualify and maintain our qualification as a REIT.

In order to qualify and maintain our qualification as a REIT, we are required under the Code to, among other things, distribute annually at least 90% of our REIT taxable income, determined without regard to the dividends paid deduction and excluding any net capital gain. In addition, we will be subject to income tax at regular corporate rates to the extent that we distribute less than 100% of our REIT taxable income, including any net capital gains. Because of these distribution requirements, we may not be able to fund future capital needs, including acquisition opportunities and principal and

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interest payments on any outstanding debt, from operating cash flow. Consequently, we intend to rely on third-party sources to fund our capital needs. We may not be able to obtain such financing on favorable terms, in the time period we desire, or at all. Any debt we incur will increase our leverage, expose us to the risk of default and may impose operating restrictions on us, and any additional equity we raise (including the issuance of OP units) could be dilutive to existing stockholders. Our access to third-party sources of capital depends, in part, on:

•: general market conditions;
•: the market's view of the quality of our assets;
•: the market's perception of our growth potential;
•: our debt levels;
•: our current and expected future earnings;
•: our cash flow and cash distributions; and
•: the market price per share of our common stock.

Recently, the capital markets have been subject to significant disruptions. If we cannot obtain capital from third-party sources, we may not be able to acquire properties when strategic opportunities exist, meet the capital and operating needs of our existing properties, satisfy our debt service obligations or make the cash distributions to our stockholders necessary to qualify and maintain our qualification as a REIT.

We may provide senior secured first-lien mortgage loans for the purchase of farmland and properties related to farming, which exposes us to risks associated with being a mortgage lender, including the risk that borrowers default on their obligations to us, which could adversely affect our results of operations and financial condition.

We may provide senior secured first-lien mortgage loans for the purchase of farmland and properties related to farming. Payments on such loans depend on the profitable operation or management of the farmland or farmland-related property securing the loan. The success of the farmland or farm-related property may be affected by many factors outside the control of the borrower, including adverse weather conditions that prevent the planting of a crop or limit crop yields, declines in market prices for agricultural products (both domestically and internationally) and the impact of government regulations (including changes in price supports, subsidies and environmental regulations). In addition, many farms are dependent on a limited number of key individuals whose injury or death may significantly affect the successful operation of the farm. If the cash flow from a farming operation is diminished, the borrower's ability to repay the loan may be impaired. If a borrower defaults under a mortgage loan for which we are the lender, we may attempt to foreclose on the collateral securing the loan, including by acquiring title to the subject property, to protect our investment. In response, the defaulting borrower may contest our enforcement of foreclosure or other available remedies, seek bankruptcy protection against our exercise of enforcement or other available remedies, or bring claims against us for lender liability. If a defaulting borrower seeks bankruptcy protection, the automatic stay provisions of the U.S. Bankruptcy Code would preclude us from enforcing foreclosure or other available remedies against the borrower unless relief is first obtained from the court with jurisdiction over the bankruptcy case. In addition, we may be subject to intercreditor agreements that delay, impact, govern or limit our ability to foreclose on a lien securing a loan or otherwise delay or limit our pursuit of our rights and remedies. Any such delay or limit on our ability to pursue our rights or remedies could adversely affect our business, results of operations and ability to make distributions to our stockholders. Even if we successfully foreclose on the collateral securing our mortgage loans, foreclosure-related costs, high loan-to-value ratios or declines in property values could prevent us from

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realizing the full amount of our mortgage loans, and we could be required to record a valuation allowance for such losses.

We may be subject to litigation or threatened litigation, which may divert management time and attention, require us to pay damages and expenses or restrict the operation of our business.

We may be subject to litigation or threatened litigation, including claims relating to the actions of our tenants and otherwise in the ordinary course of business. In particular, we are subject to the risk of complaints by our tenants involving premises liability claims and alleged violations of landlord-tenant laws, which may give rise to litigation or governmental investigations, as well as claims and litigation relating to real estate rights or uses of our properties. Some of these claims may result in significant defense costs and potentially significant judgments against us, some of which are not, or cannot be, insured against. Additionally, whether or not any dispute actually proceeds to litigation, we may be required to devote significant management time and attention to its successful resolution (through litigation, settlement or otherwise), which would detract from our management's ability to focus on our business. Any such resolution could involve the payment of damages or expenses by us, which may be significant, or involve our agreement with terms that restrict the operation of our business. We generally intend to vigorously defend ourselves; however, we cannot be certain of the ultimate outcomes of those claims that may arise in the future. Resolution of these types of matters against us may result in our having to pay significant fines, judgments, or settlements, which, if uninsured, or if the fines, judgments, and settlements exceed insured levels, could adversely impact our earnings and cash flows, thereby having an adverse effect on our financial condition, results of operations, cash flows and our ability to pay distributions on, and the per share trading price of, our common stock. Certain litigation or the resolution of certain litigation may affect the availability or cost of some of our insurance coverage and could expose us to increased risks that would be uninsured, and/or adversely impact our ability to attract officers and directors, which could adversely impact our results of operations, cash flows and our ability to pay distributions on, and the value of, our common stock.

Liability for uninsured or underinsured losses could adversely affect our financial condition and cash flow.

Our properties may be damaged by adverse weather conditions and natural disasters, such as earthquakes, floods and tornados. Our insurance may not be adequate to cover all damages or losses from these events, or we may view it as not economically prudent to purchase insurance for certain types of losses. Should an uninsured loss occur, we could lose our capital investment or anticipated profits and cash flows from one or more properties. If any such loss is insured, we may be required to pay a significant deductible on any claim for recovery of such a loss prior to our insurer being obligated to reimburse us for the loss, or the amount of the loss may exceed our coverage for the loss, which could have an adverse effect on our cash flow.

Potential liability for environmental matters could adversely affect our financial condition.

We will be subject to the risk of liabilities under federal, state and local environmental laws applicable to agricultural properties, including those related to wetlands, groundwater and water runoff. Some of these laws could subject us to:

•: responsibility and liability for the cost of removal or remediation of hazardous substances released on our properties, generally without regard to our knowledge of or responsibility for the presence of the contaminants;
•: liability for the costs of investigation, removal or remediation of hazardous substances or chemical releases at disposal facilities for persons who arrange for the disposal or treatment of these substances; and
•: potential liability for claims by third parties for damages resulting from environmental contaminants.

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Environmental site assessments were not conducted on the farms in our initial portfolio and we do not expect to conduct environment site assessments on farms we acquire in the future. Our costs of investigation, remediation or removal of hazardous substances may be substantial. In addition, the presence of hazardous substances on one of our properties, or the failure to properly remediate a contaminated property, could adversely affect our ability to sell or lease the property or to borrow using the property as collateral. We may be subject to common law claims by third parties based on damages and costs resulting from environmental contamination emanating from the property. Additionally, we could become subject to new, stricter environmental regulations, which could diminish the utility of our properties and have a material adverse impact on our results of operations.

The presence of endangered or threatened species on or near our acquired properties could restrict the activities of our agricultural tenants, which could in turn have a material adverse impact on the value of our assets and our results of operations.

Federal, state, local and foreign laws and regulations intended to protect threatened or endangered species could restrict certain activities on our properties. The size of any area subject to restriction would vary depending on the protected species at issue, the time of year and other factors, and there can be no assurance that such federal, state, local and foreign laws will not become more restrictive over time. If portions of our properties are deemed to be part of or bordering habitats for such endangered or threatened species that could be disturbed by the agricultural activities of our tenants, it could impair the ability of the land to be used for farming, which in turn could have a material adverse impact on the value of our assets and our results of operations.

We may be required to permit the owners of the mineral rights on our properties to enter and occupy parts of the properties for the purposes of drilling and operating oil or gas wells, which could adversely impact the rental value of our properties.

Although we will own the surface rights to the properties that we acquire, other persons may own the rights to any minerals, such as oil and natural gas, that may be located under the surfaces of these properties. As of the date of this prospectus, we have not entered into any agreements that grant third parties mineral rights on any of the farms in our initial portfolio and are not aware of any third-party interests in the mineral rights on any of our farms. Currently there is no mineral development on the farms in our initial portfolio, but we can provide no assurances that third parties will not assert claims for mineral rights on the farms in our initial portfolio or that farmland that we acquire in the future will not be subject to third-party mineral rights. To the extent that third parties have mineral rights on farmland that we currently own or acquire in the future, we expect that we would be required to permit third parties to enter our properties for the purpose of drilling and operating oil or gas wells on the premises. We will also be required to set aside a reasonable portion of the surface area of our properties to accommodate these oil and gas operations. The devotion of a portion of our properties to these oil and gas operations would reduce the amount of the surface available for farming or farm-related uses. Such activities might also disrupt the productivity of the farmland or property related to farming or increase the risk of environmental liabilities, any of which could adversely impact the rents that we receive from leasing these properties.

Debt, and the use of debt to finance future acquisitions or for other purposes, could restrict our operations, inhibit our ability to grow our business and revenues, and negatively affect our business and financial results.

Upon completion of this offering and the application of the net proceeds from this offering, we expect to have approximately $30.8 million of outstanding indebtedness. In addition, we intend to incur additional debt in connection with future acquisitions or for other purposes. We may, in some instances, borrow under our anticipated $30.0 million secured revolving credit facility or incur additional indebtedness to acquire farms. In addition, we may incur additional mortgage debt by

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obtaining loans secured by a portfolio of some or all of the farms that we own or acquire. If necessary, we also may borrow funds to make distributions to our stockholders in order to qualify and maintain our qualification as a REIT for U.S. federal income tax purposes. To the extent that we do not have sufficient funds to repay our debt at maturity, it may be necessary to refinance the debt through debt or equity financings, which may not be available on acceptable terms or at all and which could be dilutive to our stockholders. If we are unable to refinance our debt on acceptable terms or at all, we may be forced to dispose of farms at inopportune times or on disadvantageous terms, which could result in losses. To the extent we cannot meet our future debt service obligations, we will risk losing to foreclosure some or all of our farms that may be pledged to secure our obligations. An increase in our degree of leverage also could make us more vulnerable to a downturn in business or the economy generally.

Increases in mortgage rates or unavailability of mortgage debt may make it difficult for us to finance or refinance our debt, which could have a material adverse effect on our financial condition, results of operations, growth prospects and our ability to make distributions to stockholders.

If mortgage debt is unavailable to us at reasonable rates or at all, we may not be able to finance the purchase of additional properties or refinance existing debt when it becomes due. If interest rates are higher when we refinance our debt, our income and cash flow could be reduced, which would reduce cash available for distribution to our stockholders and may hinder our ability to raise more capital by issuing more stock or by borrowing more money. In addition, to the extent we are unable to refinance our debt when it becomes due, we will have fewer debt guarantee opportunities available to offer under our tax protection agreement, which could trigger an obligation to indemnify certain parties under the tax protection agreement.

Mortgage debt obligations expose us to the possibility of foreclosure, which could result in the loss of our investment in a property or group of properties subject to mortgage debt.

Upon completion of this offering and the application of the net proceeds from this offering, we expect to have approximately $30.8 million of outstanding mortgage indebtedness. In addition, in the future, we intend to finance property acquisitions, in part, with mortgage indebtedness. Mortgage and other secured debt obligations increase our risk of property losses because defaults on indebtedness secured by properties may result in foreclosure actions initiated by lenders and ultimately our loss of the property securing any loans for which we are in default. Any foreclosure on a mortgaged property or group of properties could adversely affect the overall value of our portfolio of properties. For tax purposes, a foreclosure on any of our properties that is subject to a nonrecourse mortgage loan would be treated as a sale of the property for a purchase price equal to the outstanding balance of the debt secured by the mortgage. If the outstanding balance of the debt secured by the mortgage exceeds our tax basis in the property, we would recognize taxable income on foreclosure, but would not receive any cash proceeds, which could hinder our ability to meet the REIT distribution requirements imposed by the Code. Foreclosures could also trigger our tax indemnification obligations under the terms of our tax protection agreement with respect to the sales of certain properties.

Our anticipated secured revolving credit facility is expected to restrict our ability to engage in certain business activities, including our ability to incur additional indebtedness, make certain capital expenditures and make certain investments, which could have a material adverse impact on our results of operations.

Our anticipated secured revolving credit facility is expected to contain customary negative covenants and other financial and operating covenants that, among other things:

•: restrict our ability to incur additional indebtedness;
•: restrict our ability to incur additional liens;

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•: restrict our ability to make certain investments (including certain capital expenditures);
•: restrict our ability to merge with another company;
•: restrict our ability to sell or dispose of assets;
•: restrict our ability to make distributions to stockholders; and
•: require us to satisfy minimum financial coverage ratios, minimum tangible net worth requirements and maximum leverage ratios.

These limitations will restrict our ability to engage in certain business activities, which could materially adversely affect our financial condition, results of operations, cash flow, cash available for distribution and our ability to service our debt obligations. In addition, our credit facility may contain specific cross-default provisions with respect to specified other indebtedness, giving the lenders the right, in certain circumstances, to declare a default if we are in default under other loans.

Failure to hedge effectively against interest rate changes may adversely affect our results of operations.

We may experience interest rate volatility in connection with our anticipated secured revolving credit facility, mortgage loans or other variable-rate debt that we may owe, and mortgage loans we may make, from time to time. We may seek to mitigate our exposure to changing interest rates by using interest rate hedging arrangements such as interest rate swaps and caps. These derivative instruments involve cost and risk and may not be effective in reducing our exposure to interest rate changes. Risks inherent in derivative instruments include the risk that counterparties to derivative contracts may be unable to perform their obligations, the risk that interest rates move in a direction contrary to, or move slower than the period contemplated by, the direction or time period that the derivative instrument is designed to cover, and the risk that the terms of such instrument will not be legally enforceable. While we intend to design our hedging strategies to protect against adverse movements in interest rates, derivative instruments that we are likely to use may also involve immediate costs, which could reduce our cash available for distribution to our stockholders. Likewise, ineffective hedges, as well as the occurrence of any of the risks inherent in derivatives, could adversely affect our results of operations or reduce your overall investment returns. We will review each of our derivative contracts and will periodically evaluate their effectiveness against their stated purposes.

We may be unable to collect balances due on our leases from any tenants in bankruptcy, which could adversely affect our financial condition, results of operations and cash flow.

We are subject to tenant credit risk. Our tenants, particularly those that may depend on debt and leverage, could be susceptible to bankruptcy in the event that their cash flows are insufficient to satisfy their financial obligations, including meeting their obligations to us under their leases. A tenant in bankruptcy may be able to restrict our ability to collect unpaid rent and interest during the bankruptcy proceeding and may reject the lease. If a bankrupt tenant rejects a lease with us, any claim we might have for breach of the lease, excluding a claim against collateral securing the lease, would be treated as a general unsecured claim. Our claim would likely be capped at the amount the tenant owed us for unpaid rent prior to the bankruptcy unrelated to the termination, plus the greater of one year of lease payments or 15% of the remaining lease payments payable under the lease, but in no case more than three years of lease payments. In addition, a tenant may assert in a bankruptcy proceeding that its lease should be re-characterized as a financing agreement. If such a claim is successful, our rights and remedies as a lender, compared to a landlord, will generally be more limited. In the event of a tenant bankruptcy, we may also be required to fund certain expenses and obligations (e.g., real estate taxes, debt costs and maintenance expenses) to preserve the value of our properties, avoid the imposition of liens on our properties or transition our properties to a new tenant. In the event of the tenant's breach of its obligations to us or its rejection of the lease in bankruptcy proceedings, we may be unable to

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locate a replacement tenant in a timely manner or on comparable or better terms. As a result, our financial condition, results of operations and ability to make distributions to our stockholders could be adversely affected if a tenant declares bankruptcy.

If our tenants fail to comply with applicable labor regulations, it could have an adverse effect on our tenants' ability to make rental payments to us and, in turn, our ability to make distributions to our stockholders.

State, county and federal governments have implemented a number of regulations governing labor practices used in connection with farming operations. For example, these regulations seek to provide for minimum wages and minimum and maximum work hours, as well as to restrict the hiring of illegal immigrants. If one of our tenants is accused of violating, or found to have violated such regulations, it could have a material adverse effect on the tenant's results of operations, which could adversely affect its ability to make its rental payments to us and, in turn, our ability to make distributions to our stockholders.

Risks Related to Our Organizational Structure

Upon completion of this offering and consummation of the formation transactions, Mr. Pittman will own, directly or indirectly, an aggregate 22.9% beneficial interest in our company on a fully diluted basis and may have the ability to exercise significant influence on our company and our operating partnership, including the approval of significant corporate transactions.

Upon completion of this offering and consummation of the formation transactions, Paul A. Pittman, our Executive Chairman, President and Chief Executive Officer, will beneficially own approximately 22.9% of the combined outstanding shares of our common stock and OP units (which OP units may be redeemable for shares of our common stock) (or approximately 20.7% if the underwriters fully exercise their over-allotment option). Consequently, Mr. Pittman may be able to significantly influence the outcome of matters submitted for stockholder action, including the approval of significant corporate transactions, including business combinations, consolidations and mergers.

Unknown liabilities assumed by us in connection with our formation transactions could be significant and our ability to seek recourse against third parties for certain of these liabilities could be limited, which could result in losses.

As part of our formation transactions, we will acquire entities and assets that are subject to existing liabilities, some of which may be unknown or unquantifiable at the time this offering is completed. These liabilities might include liabilities for cleanup or remediation of undisclosed environmental conditions, claims by tenants or other persons dealing with our Predecessor entities (that had not been asserted or threatened prior to this offering), tax liabilities, claims relating to mineral rights or title and accrued but unpaid liabilities incurred in the ordinary course of business. While in some instances we may have the right to seek reimbursement against an insurer, any recourse against third parties, including the prior investors in our assets, for certain of these liabilities will be limited. Messrs. Pittman and Hough will enter into the Representation, Warranty and Indemnity Agreement with us with respect to certain aspects of the formation transactions but their liability to us will be limited with respect to time and dollar amount. There can be no assurance that we will be entitled to any such reimbursement or that ultimately we will be able to recover in respect of such rights for any of these historical liabilities.

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We have not obtained a fairness opinion in connection with the FP Land Merger, and the consideration to be paid by us in the FP Land Merger was not negotiated on an arm's-length basis and may exceed the fair market value of the farmland and other assets in our initial portfolio.

We have not obtained a fairness opinion in connection with the FP Land Merger. The amount of consideration to be paid by us to Pittman Hough Farms, in which Paul A. Pittman has a 75% controlling interest, in the FP Land Merger was based upon Messrs. Pittman and Fabbri's estimates of the fair market value of the properties that will comprise our initial portfolio and the outstanding indebtedness of our Predecessor. The estimates of the properties' fair market value were based on various factors, including assessments of comparable farmland in each of the markets in which the properties are located and publicly available records of farmland sales. The consideration to be paid by us to Pittman Hough Farms was not based on arm's-length negotiations and was not approved by any independent directors. Through his interest in Pittman Hough Farms, Mr. Pittman, who had significant influence in structuring the formation transactions, indirectly will receive an aggregate of 1,458,750 OP units as a result of the formation transactions. These OP units will have an initial value of approximately $21.9 million, based on the initial public offering price of $15.00 per share (the midpoint of the price range set forth on the front cover of this prospectus), and will represent 22.9% of the outstanding equity interests of our company (on a fully diluted basis) upon completion of this offering and the formation transactions. It is possible that the consideration we will pay for the farmland and other assets in our initial portfolio may exceed their fair market value and that we could realize less value from these assets than we would have if the assets had been acquired after arm's-length negotiations. See "Certain Relationships and Related Transactions."

Conflicts of interest may exist or could arise in the future between the interests of our stockholders and the interests of holders of units in our operating partnership, which may impede business decisions that could benefit our stockholders.

Conflicts of interest may exist or could arise in the future as a result of the relationships between us and our affiliates, on the one hand, and our operating partnership or any partner thereof, including Pittman Hough Farms, in which Mr. Pittman has a 75% controlling interest, on the other. Our directors and officers have duties to our company under Maryland law in connection with their management of our company. At the same time, our wholly owned subsidiary, Farmland Partners OP GP, LLC, as the general partner of our operating partnership, has fiduciary duties and obligations to our operating partnership and its limited partners under Delaware law and the partnership agreement in connection with the management of our operating partnership. The general partner's fiduciary duties and obligations as the general partner of our operating partnership may come into conflict with the duties of our directors and officers to our company.

Unless otherwise provided for in a partnership agreement, Delaware law generally requires a general partner of a Delaware limited partnership to adhere to fiduciary duty standards under which it owes its limited partners the highest duties of good faith, fairness and loyalty and which generally prohibit such general partner from taking any action or engaging in any transaction as to which it has a conflict of interest. The partnership agreement provides that, in the event of a conflict between the interests of the limited partners of our operating partnership, on the one hand, and the separate interests of our stockholders, on the other hand, the general partner, in its capacity as the general partner of our operating partnership, shall act in the interests of our stockholders and is under no obligation to consider the separate interests of the limited partners of our operating partnership in deciding whether to cause our operating partnership to take or not to take any actions. The partnership agreement further provides that any decisions or actions not taken by the general partner in accordance with the partnership agreement will not violate any duties, including the duty of loyalty, that the general partner, in its capacity as the general partner of our operating partnership, owes to our operating partnership and its partners.

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Additionally, the partnership agreement provides that the general partner will not be liable to our operating partnership or any partner for monetary damages for losses sustained, liabilities incurred or benefits not derived by our operating partnership or any limited partner unless the general partner acted in bad faith and the act or omission was material to the matter giving rise to the loss, liability or benefit not derived. Our operating partnership must indemnify the general partner, us, our directors and officers, officers of our operating partnership and others designated by the general partner from and against any and all claims that relate to the operations of our operating partnership, unless (1) an act or omission of the indemnified person was material to the matter giving rise to the action and either was committed in bad faith or was the result of active and deliberate dishonesty, (2) the indemnified person actually received an improper personal benefit in money, property or services or (3) in the case of a criminal proceeding, the indemnified person had reasonable cause to believe that the act or omission was unlawful. Our operating partnership must also pay or reimburse the reasonable expenses of any such person upon its receipt of a written affirmation of the person's good faith belief that the standard of conduct necessary for indemnification has been met and a written undertaking to repay any amounts paid or advanced if it is ultimately determined that the person did not meet the standard of conduct for indemnification. Our operating partnership will not indemnify or advance funds to any person with respect to any action initiated by the person seeking indemnification without our approval (except for any proceeding brought to enforce such person's right to indemnification under the partnership agreement) or if the person is found to be liable to our operating partnership on any portion of any claim in the action. No reported decision of a Delaware appellate court has interpreted provisions similar to the provisions of the partnership agreement that modify and reduce our fiduciary duties or obligations as the sole member of the general partner or reduce or eliminate our liability for money damages to our operating partnership and its partners, and we have not obtained an opinion of counsel as to the enforceability of the provisions set forth in the partnership agreement that purport to modify or reduce the fiduciary duties that would be in effect were it not for the partnership agreement.

Our charter contains certain provisions restricting the ownership and transfer of our stock that may delay, defer or prevent a change of control transaction that might involve a premium price for our common stock or that our stockholders otherwise believe to be in their best interests.

Our charter contains certain ownership limits with respect to our stock. Our charter, among other restrictions, prohibits the beneficial or constructive ownership by any person of more than 9.8% in value or number of shares, whichever is more restrictive, of the outstanding shares of any class or series of our stock, excluding any shares that are not treated as outstanding for U.S. federal income tax purposes. Our Board of Directors, in its sole and absolute discretion, may exempt a person, prospectively or retroactively, from this ownership limit if certain conditions are satisfied. See "Description of Our Capital Stock—Restrictions on Ownership and Transfer." This ownership limit as well as other restrictions on ownership and transfer of our stock in our charter may:

•: discourage a tender offer or other transactions or a change in management or of control that might involve a premium price for our common stock or that our stockholders otherwise believe to be in their best interests; and
•: result in the transfer of shares acquired in excess of the restrictions to a trust for the benefit of a charitable beneficiary and, as a result, the forfeiture by the acquirer of certain of the benefits of owning the additional shares.

We could increase the number of authorized shares of stock, classify and reclassify unissued stock and issue stock without stockholder approval, which may delay, defer or prevent a transaction that our stockholders believe to be in their best interests.

Our Board of Directors, without stockholder approval, has the power under our charter to amend our charter to increase or decrease the aggregate number of shares of stock or the number of shares of

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stock of any class or series that we are authorized to issue. In addition, under our charter, our Board of Directors, without stockholder approval, has the power to authorize us to issue authorized but unissued shares of our common stock or preferred stock and to classify or reclassify any unissued shares of our common stock or preferred stock into one or more classes or series of stock and set the preference, conversion or other rights, voting powers, restrictions, limitations as to dividends and other distributions, qualifications or terms or conditions of redemption for such newly classified or reclassified shares. See "Description of Our Capital Stock—Power to Increase or Decrease Authorized Shares of Common Stock and Issue Additional Shares of Common and Preferred Stock." As a result, we may issue series or classes of common stock or preferred stock with preferences, dividends, powers and rights, voting or otherwise, that are senior to, or otherwise conflict with, the rights of holders of our common stock. Although our Board of Directors has no such intention at the present time, it could establish a class or series of preferred stock that could, depending on the terms of such series, delay, defer or prevent a transaction or a change of control that might involve a premium price for our common stock or that our stockholders otherwise believe to be in their best interests.

Certain provisions of Maryland law could inhibit changes in control, which may discourage third parties from conducting a tender offer or seeking other change of control transactions that could involve a premium price for our common stock or that our stockholders otherwise believe to be in their best interests.

Certain provisions of the Maryland General Corporation Law, or the MGCL, may have the effect of inhibiting a third party from making a proposal to acquire us or of impeding a change of control under certain circumstances that otherwise could provide the holders of shares of our common stock with the opportunity to realize a premium over the then-prevailing market price of such shares, including:

•: "business combination" provisions that, subject to limitations, prohibit certain business combinations between us and an "interested stockholder" (defined generally as any person who beneficially owns 10% or more of the voting power of our outstanding voting stock or any affiliate or associate of ours who, at any time within the two-year period immediately prior to the date in question, was the beneficial owner of 10% or more of the voting power of our then outstanding stock) or an affiliate thereof for five years after the most recent date on which the stockholder becomes an interested stockholder and thereafter impose fair price and/or supermajority voting requirements on these combinations; and
•: "control share" provisions that provide that "control shares" of our company (defined as shares which, when aggregated with other shares controlled by the stockholder, except solely by virtue of a revocable proxy, entitle the stockholder to exercise one of three increasing ranges of voting power in electing directors) acquired in a "control share acquisition" (defined as the direct or indirect acquisition of ownership or control of issued and outstanding "control shares") have no voting rights with respect to their control shares except to the extent approved by our stockholders by the affirmative vote of at least two-thirds of all the votes entitled to be cast on the matter, excluding all interested shares.

By resolution of our Board of Directors, we have opted out of the business combination provisions of the MGCL and provided that any business combination between us and any other person is exempt from the business combination provisions of the MGCL, provided that the business combination is first approved by our Board of Directors (including a majority of directors who are not affiliates or associates of such persons). In addition, pursuant to a provision in our bylaws, we have opted out of the control share provisions of the MGCL. However, our Board of Directors may by resolution elect to opt in to the business combination provisions of the MGCL and we may, by amendment to our bylaws, opt in to the control share provisions of the MGCL in the future.

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Additionally, certain provisions of the MGCL permit our Board of Directors, without stockholder approval and regardless of what is currently provided in our charter or our bylaws, to implement takeover defenses, some of which (for example, a classified board) we do not currently employ. These provisions may have the effect of inhibiting a third party from making an acquisition proposal for our company or of delaying, deferring, or preventing a change in control of our company under circumstances that otherwise could provide the holders of our common stock with the opportunity to realize a premium over the then-current market price. Our charter contains a provision whereby we elect to be subject to the provisions of Title 3, Subtitle 8 of the MGCL relating to the filling of vacancies on our Board of Directors. See "Certain Provisions of Maryland Law and of Our Charter and Bylaws."

Our charter, our bylaws and Maryland law also contain other provisions, including the provisions of our charter on removal of directors and the advance notice provisions of our bylaws, that may delay, defer, or prevent a transaction or a change of control that might involve a premium price for our common stock or otherwise be in the best interest of our stockholders.

Certain provisions in the partnership agreement may delay or prevent unsolicited acquisitions of us.

Provisions in the partnership agreement may delay, or make more difficult, unsolicited acquisitions of us or changes of our control. These provisions could discourage third parties from making proposals involving an unsolicited acquisition of us or change of our control, although some of our stockholders might consider such proposals, if made, desirable. These provisions include, among others:

•: redemption rights;
•: a requirement that the general partner may not be removed as the general partner of our operating partnership without our consent;
•: transfer restrictions on OP units;
•: our ability, as general partner, in some cases, to amend the partnership agreement and to cause our operating partnership to issue units with terms that could delay, defer or prevent a merger or other change of control of us or our operating partnership without the consent of the limited partners; and
•: the right of the limited partners to consent to direct or indirect transfers of the general partnership interest, including as a result of a merger or a sale of all or substantially all of our assets, in the event that such transfer requires approval by our common stockholders.

Upon completion of this offering and consummation of the formation transactions, Pittman Hough Farms, in which Mr. Pittman has a 75% controlling interest, will own approximately 28.6% of the outstanding OP units in our operating partnership.

Mr. Pittman, our Executive Chairman, President and Chief Executive Officer, and Mr. Hough, our consultant, have outside business interests that could require time and attention and may interfere with their ability to devote time to our business and affairs or present financial conflicts with us and may adversely affect our business.

Mr. Pittman, our Executive Chairman, President and Chief Executive Officer, and Mr. Hough, our consultant, will retain ownership interests in one farm in Illinois (consisting of 2,866 total acres) and one farm in Nebraska (consisting of 1,193 total acres) that will not be acquired by us in our formation transactions, due to their families' long-term ownership of those farms and the high proportion of non-tillable acreage of those farms, including pasture land, livestock facilities and land devoted to recreational activities. In addition, Messrs. Pittman and Hough have an indirect non-controlling and non-managing interest in a joint venture that owns one farm in Illinois, consisting of approximately 759 acres, and one farm in Colorado, consisting of approximately 159 acres, which will not be acquired by

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us in our formation transactions. This joint venture may acquire additional farmland in our markets that is consistent with our investment criteria; however, Messrs. Pittman and Hough will not make any additional contributions to this joint venture without the approval of a majority of the independent members of our Board of Directors.

Mr. Pittman also owns a property in California that will not be acquired by us in the formation transactions. The California property was historically operated as a ranch but is being held for a potential residential development and is not consistent with our investment criteria and business and growth strategies. In addition, Messrs. Pittman and Hough are the sole owners of, and Mr. Hough is an employee of, American Agriculture, which provides services related to farming and livestock and is a party to the Shared Services Agreement. See "Certain Relationships and Related Party Transactions—Shared Services Agreement." Mr. Pittman also has (i) ownership interests in Astoria Farms and Hough Farms, which are engaged primarily in the production and sale of corn and soybeans and will lease approximately 84.0% of the total acres in our initial portfolio, and (ii) a controlling interest in a livestock business. Mr. Hough has ownership interests in and manages the farming operations of Astoria Farms and Hough Farms and the livestock business controlled by Mr. Pittman, and he may be required to devote substantial time to those businesses. See "Certain Relationships and Related Party Transactions—Excluded Assets and Businesses." In addition, our Board of Directors has adopted the Homestead Exemption Policy, pursuant to which Mr. Pittman and his affiliates have a right of first opportunity to acquire farmland in a total of 15 townships located within Fulton County or Schuyler County in Illinois or Butler County in Nebraska, which are the counties in which the two homestead farms are located, up to a maximum aggregate amount of $5.0 million annually. Some of the farms in our initial portfolio are located in townships in which Mr. Pittman and entities controlled by Mr. Pittman will be permitted to acquire farms pursuant to this policy. See "Certain Relationships and Related Party Transactions—Homestead Exemption Policy."

In some cases, Mr. Pittman may have financial conflicts between the excluded farms and any additional farms he may acquire, on the one hand, and the farms in our initial portfolio, on the other hand—for example, the opportunity to direct existing or prospective tenants to one of the excluded properties rather than a property in our initial portfolio in order to increase the value of that excluded property. In addition, Mr. Pittman will have certain management and fiduciary obligations related to these business interests that may interfere with his ability to devote time to our business and affairs and may adversely affect our business. We cannot accurately predict the amount of time and attention that will be required of Mr. Pittman to perform his ongoing duties related to outside business interests.

The leases with our related tenants that will be in place upon completion of this offering were not negotiated on an arm's-length basis and may not be as favorable to us as if they had been negotiated with unaffiliated third parties.

Substantially all of the properties in our initial portfolio are leased to either Astoria Farms or Hough Farms, our related tenants, pursuant to triple-net leases. Mr. Pittman has a 28.3% indirect partnership interest in, and controls, Astoria Farms, and has an 18.75% indirect partnership interest in Hough Farms. Mr. Hough has a 4.3% indirect partnership interest in Astoria Farms and a 28.3% indirect partnership interest in Hough Farms. Mr. Hough manages the farming operations of both of our related tenants. As such, the leases between us and our related tenants, which have terms that range from one to three years, were negotiated between related parties and their terms, including rent payable to us under the leases, may not be as favorable to us as if they had been negotiated with unaffiliated third parties. Moreover, conflicts of interest may exist or could arise in the future as a result of considering whether to renew, terminate or negotiate these leases. In addition, we may choose not to enforce, or to enforce less vigorously, our rights under the leases with these parties because of our desire to maintain our ongoing relationship with these parties.

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Our tax protection agreement could limit our ability to sell or otherwise dispose of certain properties.

In connection with the formation transactions, our operating partnership will enter into a tax protection agreement that provides that if we dispose of any interest in the protected initial properties in a taxable transaction prior to the fifth (with respect to certain properties) or seventh (with respect to certain other properties) anniversary of the completion of the formation transactions, subject to certain exceptions and unless such obligation terminates sooner under the agreement, we will indemnify Pittman Hough Farms for its tax liabilities attributable to the built-in gain that exists with respect to such property interests as of the time of this offering and the formation transactions, and the tax liabilities incurred as a result of such tax protection payment. We also have agreed to use our best efforts to continue to comply with such obligations with respect to those properties subject to the seven-year protection period after the expiration of such period (unless such obligation otherwise was terminated under the agreement). See "Certain Relationships and Related Party Transactions." In addition, we may enter into similar tax protection agreements in the future if we issue OP units in connection with the acquisition of properties. Therefore, although it may be in our stockholders' best interests that we sell one of these properties, it may be economically prohibitive for us to do so because of these obligations. Furthermore, for the protected initial properties that have an initial seven-year tax protection period, our best efforts obligation to Pittman Hough Farms will significantly limit our ability to dispose of those properties after the initial seven-year tax protection period without payment of the tax indemnification amount to Pittman Hough Farms. Moreover, as a result of these potential tax liabilities, Mr. Pittman, who owns a 75% controlling interest in Pittman Hough Farms, may have a conflict of interest with respect to our determination as to these properties.

Our tax protection agreement may require our operating partnership to maintain certain debt levels that otherwise would not be required to operate our business.

Under our tax protection agreement, our operating partnership will provide Pittman Hough Farms the opportunity to guarantee debt or enter into deficit restoration obligations at both the consummation of the formation transactions and the completion of this offering (if needed) and upon a future repayment, retirement, refinancing or other reduction (other than scheduled amortization) of currently outstanding debt prior to the seventh anniversary of the completion of the formation transactions unless such obligation terminates sooner under the agreement. We also have agreed to use our best efforts to continue to provide such opportunities after the expiration of such seven-year period (unless such obligation otherwise was terminated under the agreement). If we fail to make such opportunities available, we will be required to deliver to Pittman Hough Farms a cash payment intended to approximate its tax liability resulting from our failure to make such opportunities available to Pittman Hough Farms and the tax liabilities incurred as a result of such tax protection payment. See "Certain Relationships and Related Party Transactions—Tax Protection Agreement." We agreed to these provisions in order to assist the members of Pittman Hough Farms in deferring the recognition of taxable gain as a result of and after the formation transactions, and we may agree to similar provisions in the future if we issue OP units in connection with the acquisition of properties. These obligations may require us to maintain more or different indebtedness than we would otherwise require for our business.

The FP Land Merger Agreement, the Shared Services Agreement, the Consulting Agreement and certain other agreements entered into in connection with the formation transactions were not negotiated on an arm's-length basis, and we may pursue less vigorous enforcement of terms of those agreements because of conflicts of interest and our dependence on Messrs. Pittman, Fabbri and Hough.

Mr. Pittman, our Executive Chairman, President and Chief Executive Officer, and Mr. Hough, who will serve as our consultant pursuant to the Consulting Agreement, and certain of Mr. Hough's family members own interests in Pittman Hough Farms and, as a result, have interests in the FP Land Merger

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Agreement pursuant to which we will acquire interests in our properties in connection with our formation transactions. In addition, upon completion of this offering, we will enter into the Shared Services Agreement with American Agriculture, which is wholly owned by Messrs. Pittman and Hough, pursuant to which American Agriculture will provide certain support services to us, including providing office space and administrative support, accounting support, information technology services and human resources assistance. We also intend to enter into employment agreements with Messrs. Pittman and Fabbri that will be effective upon completion of this offering and the Consulting Agreement with Mr. Hough, pursuant to which Mr. Hough will advise us with respect to business strategies and related matters, including asset underwriting, asset acquisitions and accounting matters, as well as other matters reasonably requested by us during the term of the Consulting Agreement. Messrs. Pittman and Hough also will enter into the Representation, Warranty and Indemnity Agreement with us pursuant to which they will make certain representations and warranties to us regarding the entities and assets being acquired in the formation transactions and will agree to indemnify us and our operating partnership for breaches of such representations and warranties for one year after the completion of this offering and the formation transactions. These agreements were not negotiated on an arm's-length basis and may not be as favorable to us as if they had been negotiated with unaffiliated third parties. We may choose not to enforce, or to enforce less vigorously, our rights under these agreements because of our desire to maintain our ongoing relationships with Messrs. Pittman, Fabbri and Hough, which could have a negative impact on stockholders. Moreover, conflicts of interest may exist or could arise in the future as a result of considering whether to renew, terminate or re-negotiate the Shared Services Agreement, the Consulting Agreement or the employment agreements with Messrs. Pittman and Fabbri.

The agreements relating to our formation transactions will be subject to certain closing and other conditions.

The FP Land Merger Agreement relating to our formation transactions whereby we will acquire the properties in our initial portfolio will be subject to certain closing and other conditions, including obtaining lender consents with regard to the merger that is part of the formation transactions and satisfaction of certain deadlines. We may determine to delay the completion of our formation transactions in order to satisfy these conditions precedent.

Our Board of Directors may change our strategies, policies and procedures without stockholder approval and we may become more highly leveraged, which may increase our risk of default under our debt obligations.

Our investment, financing, leverage and distribution policies, and our policies with respect to all other activities, including growth, capitalization and operations, will be determined exclusively by our Board of Directors, and may be amended or revised at any time by our Board of Directors without notice to or a vote of our stockholders. This could result in us conducting operational matters, making investments or pursuing different business or growth strategies than those contemplated in this prospectus. Further, our charter and bylaws do not limit the amount or percentage of indebtedness, funded or otherwise, that we may incur. Our Board of Directors may alter or eliminate our current policy on borrowing at any time without stockholder approval. If this policy changed, we could become more highly leveraged which could result in an increase in our debt service. Higher leverage also increases the risk of default on our obligations. In addition, a change in our investment policies, including the manner in which we allocate our resources across our portfolio or the types of assets in which we seek to invest, may increase our exposure to interest rate risk, real estate market fluctuations and liquidity risk. Changes to our policies with regards to the foregoing could materially adversely affect our financial condition, results of operations and cash flow.

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Our rights and the rights of our stockholders to take action against our directors and officers are limited, which could limit your recourse in the event that we take certain actions which are not in our stockholders' best interests.

Maryland law provides that a director or officer has no liability in that capacity if he or she performs his or her duties in good faith, in a manner that he or she reasonably believes to be in our best interests and with the care that an ordinarily prudent person in a like position would use under similar circumstances. Under the MGCL, directors are presumed to have acted with this standard of care. As permitted by Maryland law, our charter eliminates the liability of our directors and officers to us and our stockholders for money damages, except for liability resulting from:

•: actual receipt of an improper benefit or profit in money, property or services; or
•: active and deliberate dishonesty by the director or officer that was established by a final judgment as being material to the cause of action adjudicated.

Our charter and bylaws obligate us to indemnify each present and former director or officer, to the maximum extent permitted by Maryland law, in the defense of any proceeding to which he or she is made, or threatened to be made, a party by reason of his or her service to us. In addition, we may be obligated to advance the defense costs incurred by our directors and officers. We also have entered into indemnification agreements with our officers and directors granting them express indemnification rights. As a result, we and our stockholders may have more limited rights against our directors and officers than might otherwise exist absent the current provisions in our charter, bylaws and indemnification agreements or that might exist for other public companies.

Our charter contains provisions that make removal of our directors difficult, which could make it difficult for our stockholders to effect changes to our management.

Our charter contains provisions that make removal of our directors difficult, which could make it difficult for our stockholders to effect changes to our senior management and may prevent a change in control of our company that is in the best interests of our stockholders. Our charter provides that a director may only be removed for cause upon the affirmative vote of holders of two-thirds of all the votes entitled to be cast generally in the election of directors. Vacancies may be filled only by a majority of the remaining directors in office, even if less than a quorum. These requirements make it more difficult to change our senior management by removing and replacing directors and may prevent a change in control of our company that is in the best interests of our stockholders.

We are a holding company with no direct operations and, as such, we will rely on funds received from our operating partnership to pay liabilities, and the interests of our stockholders will be structurally subordinated to all liabilities and obligations of our operating partnership and its subsidiaries.

We are a holding company and will conduct substantially all of our operations through our operating partnership. We do not have, apart from an interest in our operating partnership, any independent operations. As a result, we will rely on cash distributions from our operating partnership to pay any dividends we might declare on shares of our common stock. We will also rely on distributions from our operating partnership to meet any of our obligations, including any tax liability on taxable income allocated to us from our operating partnership. In addition, because we are a holding company, your claims as a stockholder will be structurally subordinated to all existing and future liabilities and obligations (whether or not for borrowed money) of our operating partnership and its subsidiaries. Therefore, in the event of our bankruptcy, liquidation or reorganization, our assets and those of our operating partnership and its subsidiaries will be available to satisfy the claims of our stockholders only after all of our and our operating partnership's and its subsidiaries' liabilities and obligations have been paid in full.

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Our operating partnership may issue additional OP units to third parties without the consent of our stockholders, which would reduce our ownership percentage in our operating partnership and could have a dilutive effect on the amount of distributions made to us by our operating partnership and, therefore, the amount of distributions we can make to our stockholders.

After giving effect to this offering, we will own approximately 71.4% of the outstanding OP units in our operating partnership (on a fully diluted basis). We may, in connection with our acquisition of properties, as compensation or otherwise, issue additional OP units. Such issuances would reduce our ownership percentage in our operating partnership and could affect the amount of distributions made to us by our operating partnership and, therefore, the amount of distributions we can make to our stockholders. Because you will not directly own OP units, you will not have any voting rights with respect to any such issuances or other partnership level activities of our operating partnership.

U.S. Federal Income Tax Risks

Failure to qualify as a REIT for U.S. federal income tax purposes would subject us to U.S. federal income tax on our taxable income at regular corporate rates, which would substantially reduce our ability to make distributions to our stockholders.

We have not yet elected to be taxed as a REIT. We intend to qualify and elect to be taxed as a REIT for U.S. federal income tax purposes beginning with our short taxable year ending December 31, 2014. To qualify as a REIT, we must meet various requirements set forth in the Code concerning, among other things, the ownership of our outstanding stock, the nature of our assets, the sources of our income and the amount of our distributions. The REIT qualification requirements are extremely complex, and interpretations of the U.S. federal income tax laws governing qualification as a REIT are limited. Accordingly, we cannot be certain that we will be successful in operating so as to qualify as a REIT. At any time, new laws, interpretations or court decisions may change the U.S. federal tax laws relating to, or the U.S. federal income tax consequences of, qualification as a REIT. It is possible that future economic, market, legal, tax or other considerations may cause our Board of Directors to determine that it is not in our best interest to qualify as a REIT or revoke our REIT election, which it may do without stockholder approval.

Although we do not expect to request a ruling from the Internal Revenue Service, or the IRS, that we qualify as a REIT, we will receive an opinion in connection with this offering from our legal counsel, Morrison & Foerster LLP, regarding our ability to qualify as a REIT. Morrison & Foerster LLP will render its opinion that we will qualify as a REIT, based upon our representations as to the manner in which we are and will be owned, invest in assets and operate, among other things. Our qualification as a REIT will depend upon our ability to meet, through investments, actual operating results, distributions and satisfaction of specific stockholder rules, the various tests imposed by the Code. Morrison & Foerster LLP will not review these operating results or compliance with the qualification standards on an ongoing basis, and we may not satisfy the REIT requirements in the future. Also, Morrison & Foerster LLP's opinion will represent their legal judgment based on the law in effect as of the date of the opinion and will not be binding on the IRS or the courts, and could be subject to modification or withdrawal based on future legislative, judicial or administrative changes to the U.S. federal income tax laws, any of which could be applied retroactively. In addition, Morrison & Foerster LLP's opinion will not foreclose the possibility that we may have to use one or more REIT savings provision, which may require us to pay a material excise or penalty tax in order to maintain our REIT qualification.

If we fail to qualify as a REIT for any taxable year, we will be subject to U.S. federal income tax on our taxable income at regular corporate rates. In addition, we generally would be disqualified from treatment as a REIT for the four taxable years following the year in which we lost our REIT status. Losing our REIT status would reduce our net earnings available for investment or distribution because

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of the additional tax liability. In addition, distributions would no longer qualify for the dividends paid deduction, and we would no longer be required to make distributions. If this occurs, we might be required to borrow funds or liquidate some investments in order to pay the applicable tax.

As a result of all these factors, our failure to qualify as a REIT could impair our ability to expand our business and raise capital, and would substantially reduce our ability to make distributions to you.

To qualify as a REIT and to avoid the payment of U.S. federal income and excise taxes, we may be forced to borrow funds, use proceeds from the issuance of securities (including this offering), pay taxable dividends of our stock or debt securities or sell assets to make distributions, which may result in our distributing amounts that may otherwise be used for our operations.

To obtain the favorable tax treatment accorded to REITs, we normally will be required each year to distribute to our stockholders at least 90% of our REIT taxable income, determined without regard to the deduction for dividends paid and by excluding net capital gains. We will be subject to U.S. federal income tax on our undistributed taxable income and net capital gain and to a 4% nondeductible excise tax on any amount by which distributions we pay with respect to any calendar year are less than the sum of (1) 85% of our ordinary income, (2) 95% of our capital gain net income and (3) 100% of our undistributed income from prior years. These requirements could cause us to distribute amounts that otherwise would be spent on acquisitions of properties and it is possible that we might be required to borrow funds, use proceeds from the issuance of securities (including this offering), pay taxable dividends of our stock or debt securities or sell assets in order to distribute enough of our taxable income to qualify or maintain our qualification as a REIT and to avoid the payment of U.S. federal income and excise taxes.

Future sales of properties may result in penalty taxes or may be made through TRSs, each of which would diminish the return to you.

It is possible that one or more sales of our properties may be "prohibited transactions" under provisions of the Code. If we are deemed to have engaged in a "prohibited transaction" ( i.e. , we sell a property held by us primarily for sale in the ordinary course of our trade or business), all income that we derive from such sale would be subject to a 100% tax. The Code sets forth a safe harbor for REITs that wish to sell property without risking the imposition of the 100% tax. A principal requirement of the safe harbor is that the REIT must hold the applicable property for not less than two years prior to its sale for the production of rental income. It is entirely possible that a future sale of one or more of our properties will not fall within the prohibited transaction safe harbor.

If we acquire a property that we anticipate will not fall within the safe harbor from the 100% penalty tax upon disposition, we may acquire such property through a TRS in order to avoid the possibility that the sale of such property will be a prohibited transaction and subject to the 100% penalty tax. If we already own such a property directly or indirectly through an entity other than a TRS, we may contribute the property to a TRS. Though a sale of such property by a TRS likely would mitigate the risk of incurring a 100% penalty tax, the TRS itself would be subject to regular corporate income tax at the U.S. federal level, and potentially at the state and local levels, on the gain recognized on the sale of the property as well as any income earned while the property is operated by the TRS. Such tax would diminish the amount of proceeds from the sale of such property ultimately distributable to you. Our ability to use TRSs in the foregoing manner is subject to limitation. Among other things, the value of our securities in TRSs may not exceed 25% of the value of our assets and dividends from our TRSs, when aggregated with all other non-real estate income with respect to any one year, generally may not exceed 25% of our gross income with respect to such year. No assurances can be provided that we would be able to successfully avoid the 100% penalty tax through the use of TRSs.

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In certain circumstances, we may be subject to U.S. federal and state income taxes as a REIT, which would reduce our cash available for distribution to our stockholders.

Even if we qualify as a REIT, we may be subject to U.S. federal income taxes or state taxes. As discussed above, net income from a "prohibited transaction" will be subject to a 100% penalty tax. To the extent we satisfy the distribution requirements applicable to REITs, but distribute less than 100% or our taxable income, we will be subject to U.S. federal income tax at regular corporate rates on our undistributed income. We may not be able to make sufficient distributions to avoid excise taxes applicable to REITs. We may also decide to retain capital gains we earn from the sale or other disposition of our properties and pay income tax directly on such income. In that event, our stockholders would be treated as if they earned that income and paid the tax on it directly. However, our stockholders that are tax-exempt, such as charities or qualified pension plans, would have no benefit from their deemed payment of such tax liability. We may also be subject to state and local taxes on our income or property, either directly or at the level of the companies through which we indirectly own our assets. Any U.S. federal or state taxes we pay will reduce our cash available for distribution to our stockholders.

The ability of our Board of Directors to revoke or otherwise terminate our REIT qualification without stockholder approval may cause adverse consequences to our stockholders.

Our charter provides that our Board of Directors may revoke or otherwise terminate our REIT election, without the approval of our stockholders, if it determines that it is no longer in our best interest to continue to qualify as a REIT. If we cease to qualify as a REIT, we would become subject to U.S. federal income tax on our taxable income at regular corporate rates and would no longer be required to distribute most of our taxable income to our stockholders, which may have adverse consequences on our total return to our stockholders.

If our operating partnership were classified as a "publicly traded partnership" taxable as a corporation for U.S. federal income tax purposes, we would fail to qualify as a REIT and would suffer other adverse tax consequences.

We intend for our operating partnership to be treated as a "partnership" for U.S. federal income tax purposes. If the IRS were to successfully challenge the status of our operating partnership as a partnership, our operating partnership generally would be taxable as a corporation. In such event, we likely would fail to qualify as a REIT for U.S. federal income tax purposes, and the resulting corporate income tax burden would reduce the amount of distributions that our operating partnership could make to us. This would substantially reduce the cash available to pay distributions to our stockholders.

Complying with the REIT requirements may cause us to forego otherwise attractive opportunities or sell properties earlier than we wish.

To qualify as a REIT for U.S. federal income tax purposes, we must continually satisfy tests concerning, among other things, the sources of our income, the nature and diversification of our assets, the amounts we distribute to our stockholders and the ownership of shares of our stock. We may be required to make distributions to our stockholders at disadvantageous times or when we do not have funds readily available for distribution, or we may be required to forego or liquidate otherwise attractive investments in order to comply with the REIT tests. Thus, compliance with the REIT requirements may hinder our ability to operate solely on the basis of maximizing profits.

You may be restricted from acquiring or transferring certain amounts of our common stock .

Certain provisions of the Code and the stock ownership limits in our charter may inhibit market activity in our capital stock and restrict our business combination opportunities. In order to maintain

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our qualification as a REIT, five or fewer individuals, as defined in the Code, may not own, beneficially or constructively, more than 50% in value of our issued and outstanding stock at any time during the last half of a taxable year. Attribution rules in the Code determine if any individual or entity beneficially or constructively owns our capital stock under this requirement. Additionally, at least 100 persons must beneficially own our capital stock during at least 335 days of a taxable year. To help insure that we meet these tests, our charter restricts the acquisition and ownership of shares of our stock.

Our charter, with certain exceptions, authorizes our Board of Directors to take such actions as are necessary and desirable to preserve our qualification as a REIT. Unless exempted by our Board of Directors, our charter prohibits any person from beneficially or constructively owning more than 9.8% in value or number of shares, whichever is more restrictive, of the outstanding shares of any class or series of our capital stock. Our Board of Directors may not grant an exemption from these restrictions to any proposed transferee whose ownership in excess of such ownership limit would result in our failing to qualify as a REIT.

Dividends paid by REITs generally do not qualify for the favorable tax rates available for some dividends.

The maximum U.S. federal income tax rate applicable to qualified dividend income paid to U.S. stockholders that are individuals, trusts and estates currently is 20%. Dividends paid by REITs generally are not eligible for such maximum tax rate. Although the favorable tax rates applicable to qualified dividend income do not adversely affect the taxation of REITs or dividends paid by REITs, such favorable tax rates could cause investors who are individuals, trusts and estates to perceive investments in REITs to be relatively less attractive than investments in the stocks of non-REIT corporations that pay dividends, which could adversely affect the value of the shares of REITs, including our common stock.

Legislative or regulatory action with respect to taxes could adversely affect the returns to our stockholders.

In recent years, numerous legislative, judicial and administrative changes have been made in the provisions of the U.S. federal income tax laws applicable to investments similar to an investment in our common stock. Additional changes to the tax laws are likely to continue to occur, and we cannot assure you that any such changes will not adversely affect the taxation of a stockholder. Any such changes could have an adverse effect on an investment in our stock or on the market value or the resale potential of our assets. You are urged to consult with your own tax advisor with respect to the impact of recent legislation on your investment in our stock and the status of legislative, regulatory or administrative developments and proposals and their potential effect on an investment in shares of our common stock.

See "Material U.S. Federal Income Tax Considerations" for a more detailed discussion of these and other material U.S. federal income tax considerations applicable to the acquisition, ownership and disposition of our common stock.

Risks Related to this Offering and the Market for Our Common Stock

We have not identified any specific farms that we will acquire with the net proceeds from this offering and, therefore, you will not have the opportunity to evaluate our farmland acquisitions to be funded with the net proceeds from this offering before we make them.

We have not yet identified any specific farmland acquisitions that we may make in the future and we will not provide you with information to evaluate our investments prior to our acquisition of additional farmland, other than through our disclosures required by the rules of the SEC. For a discussion of our business and growth strategies, see "Our Business and Properties—Our Business and Growth Strategies" and "Our Business and Properties—Investment Focus," and for a discussion of

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certain potential farm acquisitions that the Company is currently evaluating, see "Our Business and Properties—Farmland Acquisitions under Evaluation." We have not entered into binding commitments with respect to any of the potential acquisition opportunities described in this prospectus and there can be no assurance that we will complete any of them on favorable terms, or at all. See "—Risks Related to Our Business and Properties—Our failure to identify and consummate suitable acquisitions would significantly impede our growth and our ability to diversify our portfolio by geography, crop type and tenant, which would materially and adversely affect our results of operations and cash available for distribution to our stockholders."

Although we intend to use the net proceeds from this offering (exclusive of the portion used to repay outstanding indebtedness) to acquire farmland, we cannot assure you that we will be able to do so. Our failure to apply the net proceeds from this offering effectively or find suitable assets to acquire in a timely manner or on acceptable terms could result in losses or returns that are substantially below expectations.

Pending application of the net proceeds from this offering, we intend to invest the net proceeds in interest-bearing accounts, money market accounts and interest-bearing securities in a manner that is consistent with our intention to qualify for taxation as a REIT. We expect that these initial investments will provide a lower net return than we expect to receive from the investments described above. We may not be successful in completing any investments we identify and the farmland we acquire may not produce our anticipated, or any, positive returns.

There has been no public market for our common stock prior to this offering and an active trading market for our common stock may not develop following this offering.

Prior to this offering, there has not been any public market for our common stock, and there can be no assurance that an active trading market will develop or be sustained or that shares of our common stock will be resold at or above the initial public offering price. The initial public offering price of our common stock will be determined by agreement among us and the underwriters, but there can be no assurance that our common stock will not trade below the initial public offering price following the completion of this offering. See "Underwriting." The market value of our common stock could be substantially affected by general market conditions, including the extent to which a secondary market develops for our common stock following the completion of this offering, the extent of institutional investor interest in us, the general reputation of REITs and the attractiveness of their equity securities in comparison to other equity securities (including securities issued by other real estate-based companies), our financial performance and general stock and bond market conditions.

Our cash available for distribution to stockholders may not be sufficient to pay distributions, and we may need to borrow in order to make such distributions or may not be able to make such distributions at all.

In order to remain competitive with alternative investments, our distribution rate may exceed our cash available for distribution, including cash generated from operations. In the event this happens, we intend to fund the difference out of any excess cash on hand or from borrowings under our anticipated secured revolving credit facility, as well as from the net proceeds from this offering. To the extent we borrow to fund distributions, our future interest costs would increase, thereby reducing our earnings and cash available for distribution from what they otherwise would have been. If we do not have sufficient cash available for distribution generated by our assets to pay the annual distribution set by our Board of Directors, or if cash available for distribution decreases in future periods, the market price of our common stock could decrease. Our ability to make distributions also may be limited by our anticipated secured revolving credit facility.

All distributions will be made at the discretion of our Board of Directors and will depend on our earnings, our financial condition, whether or not we have qualified as a REIT, and other factors as our

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Board of Directors may deem relevant from time to time. We may not be able to make distributions in the future. In addition, some of our distributions may include a return of capital. To the extent that our Board of Directors approves distributions in excess of our then current and accumulated earnings and profits, these excess distributions would generally be considered a return of capital for U.S. federal income tax purposes to the extent of your adjusted tax basis in your shares. A return of capital is not taxable, but it has the effect of reducing your adjusted tax basis in your investment. To the extent that distributions exceed the adjusted tax basis of your shares, they will be treated for tax purposes as a gain from the sale or exchange of your stock. See "Material U.S. Federal Income Tax Considerations." If we borrow to fund distributions, our future interest costs would increase, thereby reducing our earnings and cash available for distribution from what they otherwise would have been.

The market price and trading volume of our common stock may be volatile following this offering.

An active trading market for our common stock may not develop following the completion of this offering. Even if an active trading market develops for our common stock, the per share trading price of our common stock may be volatile. In addition, the trading volume in our common stock may fluctuate and cause significant price variations to occur, and investors in shares of our common stock may from time to time experience a decrease in the value of their shares, including decreases unrelated to our operating performance or prospects. If the per share trading price of our common stock declines significantly, you may be unable to resell your shares at or above the public offering price. We cannot assure you that the per share trading price of our common stock will not fluctuate or decline significantly in the future.

Some of the factors that could negatively affect our share price or result in fluctuations in the price or trading volume of our common stock include:

•: actual or anticipated variations in our quarterly results of operations or dividends;
•: changes in our funds from operations or earnings estimates;
•: changes in government regulations or policies affecting our business or the farming business;
•: publication of research reports about us or the real estate or farming industries;
•: sustained decreases in agricultural commodity and crop prices;
•: increases in market interest rates that lead purchasers of our common stock to demand a higher yield;
•: changes in market valuations of similar companies;
•: adverse market reaction to any additional debt we incur in the future;
•: additions or departures of key management personnel;
•: actions by institutional stockholders;
•: speculation in the press or investment community;
•: the realization of any of the other risk factors presented in this prospectus;
•: the extent of investor interest in our securities;
•: the general reputation of REITs and the attractiveness of our equity securities in comparison to other equity securities, including securities issued by other real estate-based companies;
•: our underlying asset value;
•: investor confidence in the stock and bond markets generally;

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•: changes in tax laws;
•: future equity issuances;
•: failure to meet earnings estimates;
•: failure to meet and maintain REIT qualifications and requirements; and
•: general market and economic conditions.

In the past, securities class action litigation has often been instituted against companies following periods of volatility in the price of their common stock. This type of litigation could result in substantial costs and divert our management's attention and resources, which could have a material adverse effect on us, including our financial condition, results of operations, cash flow and the per share trading price of our common stock.

We may use a portion of the net proceeds from this offering to make distributions to our stockholders, which would, among other things, reduce our cash available to acquire properties and may reduce the returns on your investment in our common stock.

Prior to the time we have fully invested the net proceeds from this offering, we may fund distributions to our stockholders out of the net proceeds from this offering, which would reduce the amount of cash we have available to acquire properties and may reduce the returns on your investment in our common stock. The use of these net proceeds for distributions to stockholders could adversely affect our financial results. In addition, funding distributions from the net proceeds from this offering may constitute a return of capital to our stockholders, which would have the effect of reducing each stockholder's tax basis in our common stock. In addition, our failure to rapidly invest the net proceeds from this offering or to make investments at acceptable rates of return could force us to set or reduce our distribution rate after setting such rate to a rate that is not competitive with alternative investments, which could adversely affect the market price for our common stock.

You will experience immediate and material dilution in connection with the purchase of our common stock in this offering.

As of December 31, 2013, the aggregate historical combined net tangible book value of our Predecessor was approximately $(5.6) million, or $(2.86) per share of our common stock held by Pittman Hough Farms, assuming the exchange of OP units into shares of our common stock on a one-for-one basis. As a result, the pro forma net tangible book value per share of our common stock after the completion of this offering and consummation of the formation transactions will be less than the initial public offering price. The purchasers of shares of our common stock offered hereby will experience immediate and substantial dilution of $6.52 per share in the pro forma net tangible book value per share of our common stock, based on the midpoint of the price range set forth on the front cover of this prospectus. See "Dilution."

The combined financial statements of our Predecessor and our unaudited pro forma financial statements may not be representative of our financial statements as an independent public company.

The combined financial statements of our Predecessor and our unaudited pro forma financial statements that are included in this prospectus do not necessarily reflect what our financial position, results of operations or cash flow would have been had we been operating an independent entity during the periods presented. Furthermore, this financial information is not necessarily indicative of what our results of operations, financial position or cash flow will be in the future. It is not possible for us to accurately estimate all adjustments that may reflect all the significant changes that will occur in our cost structure, funding and operations as a result of this offering and the formation transactions, including potential increased costs associated with reduced economies of scale and increased costs

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associated with being an independent publicly traded company. See "Selected Financial Data" and the combined financial statements of our Predecessor and our unaudited pro forma financial statements, as well as "Management's Discussion and Analysis of Financial Condition and Results of Operations," appearing elsewhere in this prospectus.

The number of shares of our common stock available for future issuance or sale may have adverse effects on the market price of our common stock.

We are offering 4,666,667 shares of our common stock as described in this prospectus. In addition, upon completion of this offering, we expect to grant an aggregate of $2.8 million in shares of restricted common stock equal to an aggregate of 185,000 shares (based on the midpoint of the price range set forth on the front cover of this prospectus) to Messrs. Pittman, Fabbri and Hough and an aggregate of $225,000 in restricted shares of our common stock equal to an aggregate of 15,000 shares (based on the midpoint of the price range set forth on the front cover of this prospectus) to our independent directors. Such persons collectively will beneficially own approximately 2.9% of our outstanding common stock on a fully diluted basis (or approximately 2.7% if the underwriters fully exercise their over-allotment option) upon completion of this offering and consummation of the formation transactions. Shares of restricted common stock granted to Messrs. Pittman, Fabbri and Hough and to our independent directors pursuant to our Equity Incentive Plan will vest in equal annual installments over three years beginning on the first anniversary following the date of the grant. After giving effect to grants of restricted common stock concurrently with the completion of this offering, we expect that an aggregate of 122,000 shares of our common stock will be available for future issuance under our Equity Incentive Plan. See "Management—Executive Officer and Director Compensation—Equity Incentive Plan." We intend to file with the SEC a Registration Statement on Form S-8 covering the shares of common stock issuable under our Equity Incentive Plan. Shares of our common stock covered by this registration statement, including any shares of our common stock issuable upon the exercise of options or shares of restricted common stock, will be eligible for transfer or resale without restriction under the Securities Act unless held by affiliates. The shares sold in this offering will be freely tradable, except for any shares purchased in this offering by our affiliates, as that term is defined by Rule 144 under the Securities Act, and for restrictions on ownership and transfer in our charter intended to preserve our status as a REIT.

In addition, through their ownership interests in Pittman Hough Farms, Messrs. Pittman and Hough and certain members of Mr. Hough's family will indirectly receive 1,945,000 OP units having an aggregate value of approximately $29.2 million in exchange for their interests in our properties in connection with the formation transactions. As a result, such persons collectively will beneficially own approximately 28.6% of the combined shares of our common stock and OP units on a fully diluted basis (or approximately 25.9% if the underwriters fully exercise their over-allotment option) upon completion of this offering and consummation of the formation transactions. OP units issued by our operating partnership will be redeemable for cash or, at our election, shares of our common stock on a one-for-one basis at any time after holding the OP units for one year.

We cannot predict the effect, if any, of future sales of our common stock, or the availability of shares for future sales, on the market price of our common stock. The market price of our common stock may decline significantly when the restrictions on resale by certain of our stockholders lapse. Sales of substantial amounts of common stock or the perception that such sales could occur may adversely affect the prevailing market price for our common stock.

In addition, we may issue additional shares in subsequent public offerings or private placements to make new investments or for other purposes. We are not required to offer any such shares to existing stockholders on a preemptive basis. Therefore, it may not be possible for existing stockholders to participate in such future share issuances, which may dilute the existing stockholders' interests in us.

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Future offerings of debt, which would be senior to our common stock upon liquidation, preferred equity securities, which may be senior to our common stock for purposes of dividend distributions or upon liquidation, and OP units in connection with future acquisitions may materially adversely affect us, including the per share trading price of our common stock.

In the future, we may attempt to increase our capital resources by making additional offerings of debt or equity securities (or causing our operating partnership to issue debt securities), including medium-term notes, senior or subordinated notes and classes or series of preferred stock. Upon liquidation, holders of our debt securities and shares of preferred stock and lenders with respect to other borrowings will be entitled to receive payments prior to distributions to the holders of our common stock. Additionally, any convertible or exchangeable securities that we issue in the future may have rights, preferences and privileges more favorable than those of our common stock and may result in dilution to owners of our common stock. Holders of our common stock are not entitled to preemptive rights or other protections against dilution. Our preferred stock, if issued, could have a preference on liquidating distributions or a preference on dividend payments that could limit our ability pay dividends to the holders of our common stock. Because our decision to issue securities in any future offering will depend on market conditions and other factors beyond our control, we cannot predict or estimate the amount, timing or nature of our future offerings. Thus, our stockholders bear the risk that our future offerings could reduce the per share trading price of our common stock and dilute their interest in us. In addition, the issuance of OP units in connection with future acquisitions and the redemption of such OP units for common stock may be dilutive to our stockholders and could have an adverse effect on the per share trading price of our common stock.

An increase in market interest rates may have an adverse effect on the market price of our common stock.

One of the factors that investors may consider in deciding whether to buy or sell our common stock is our distribution yield, which is our distribution rate as a percentage of our share price, relative to market interest rates. If market interest rates increase, prospective investors may desire a higher distribution yield on our common stock or may seek securities paying higher dividends or interest. The market price of our common stock likely will be based primarily on the earnings that we derive from rental income with respect to our properties and our related distributions to stockholders, and not from the underlying appraised value of the properties themselves. As a result, interest rate fluctuations and capital market conditions are likely to affect the market price of our common stock, and such effects could be significant. For instance, if interest rates rise without an increase in our distribution rate, the market price of our common stock could decrease because potential investors may require a higher distribution yield on our common stock as market rates on interest-bearing securities, such as bonds, rise.

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

We make forward-looking statements in this prospectus that are subject to risks and uncertainties. These forward-looking statements include information about possible or assumed future results of our business, future events, financial condition or performance, expectations, competitive environment, availability of resources, regulation, liquidity, results of operations, strategies, plans and objectives. These forward-looking statements include, without limitation, statements concerning projections, predictions, expectations, estimates, or forecasts as to our business, financial and operational results, and future economic performance, as well as statements of management's goals and objectives and other similar expressions concerning matters that are not historical facts. When we use the words "may," "should," "could," "would," "predicts," "potential," "continue," "expects," "anticipates," "future," "intends," "plans," "believes," "estimates" or similar expressions or their negatives, as well as statements in future tense, we intend to identify forward-looking statements. You should not place undue reliance on these forward-looking statements. Statements regarding the following subjects are forward-looking by their nature:

•: our business strategy;
•: our projected operating results;
•: our ability to obtain future financing arrangements;
•: our understanding of our competition;
•: market trends;
•: our compliance with tax laws; and
•: use of the net proceeds from this offering.

Forward-looking statements should not be read as a guarantee of future performance or results, and will not necessarily be accurate indications of the times at, or by, which such performance or results will be achieved. The forward-looking statements are based on our beliefs, assumptions and expectations of our future performance, taking into account all information available to us at the time those statements are made or management's good faith belief as of that time with respect to future events. These beliefs, assumptions and expectations can change as a result of many possible events or factors, not all of which are known to us. If a change occurs, our business, financial condition, liquidity and results of operations may vary materially from those expressed in our forward-looking statements. You should carefully consider these risks before you make an investment decision with respect to our common stock, along with the following factors that could cause actual results to vary from our forward-looking statements:

•: the factors referenced in this prospectus, including those set forth under the section captioned "Risk Factors";
•: general volatility of the capital markets and the market price of our common stock;
•: changes in our business strategy;
•: availability, terms and deployment of capital;
•: availability of qualified personnel;
•: changes in our industry, interest rates or the general economy; and
•: the degree and nature of our competition.

Forward-looking statements speak only as of the date the statements are made. You should not put undue reliance on any forward-looking statements. We assume no obligation to update forward-looking statements to reflect actual results, changes in assumptions, or changes in other factors affecting forward-looking information, except to the extent required by applicable securities laws. If we do update one or more forward-looking statements, no inference should be drawn that we will make additional updates with respect to those or other forward-looking statements.

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USE OF PROCEEDS

After deducting the underwriting discount and commissions and estimated expenses of this offering of approximately $6.2 million payable by us, we expect to receive net proceeds from this offering of approximately $63.8 million, or approximately $73.5 million if the underwriters' over-allotment option is exercised in full, in each case assuming an initial public offering price of $15.00 per share, which is the midpoint of the price range set forth on the front cover of this prospectus.

We intend to contribute the net proceeds from this offering to our operating partnership in exchange for OP units, and our operating partnership intends to use the net proceeds from this offering as follows:

•: approximately $12.0 million to repay outstanding indebtedness, of which $766,000 was advanced by Pittman Hough Farms and will be reimbursed to Pittman Hough Farms with a portion of the net proceeds from this offering;
•: approximately $55,000 (exclusive of the $766,000 to be reimbursed for amounts advanced by Pittman Hough Farms to repay certain indebtedness) to reimburse Pittman Hough Farms for amounts advanced or incurred in connection with this offering and the formation transactions (see "Certain Relationships and Related Party Transactions—Reimbursement of Pre-Closing Offering Expenses"); and
•: the remaining net proceeds, if any, for general corporate purposes, including working capital, future acquisitions and, potentially, paying distributions.

The following table sets forth information regarding the indebtedness that we intend to repay with a portion of the net proceeds from this offering and the farms to which the indebtedness relates:

Loan	Amount to be Repaid(1) (in thousands)				Maturity Date

Multi-property loan(3)	$	4,500	2.80	%	March 2016
John's Shop		1,743	3.15		April 2043
Matulka and Stanbra/Zeller		1,137	3.25		October 2032
Zeagers(4)		1,016	2.80		June 2016
Tazewell		920	5.25		July 2030
Merrill(5)		787	4.90		December 2041
Smith		688	4.00		April 2018
Heap		529	4.95		September 2031
Trone(6)		470	3.15		November 2032
Kelly		255	3.99		December 2027

Total	$	12,045

(1): Amounts based on outstanding balances as of December 31, 2013.
(2): Effective annual interest rate as of December 31, 2013.
(3): The multi-property loan, or the Multi-Property Loan, which had an outstanding balance of $34.5 million as of December 31, 2013, is collateralized by 27 farms and two grain storage facilities that are being acquired by us in connection with the formation transactions, as well as certain properties that are not being acquired by us in connection with the formation transactions because we do not believe that those properties are consistent with our investment criteria and business and growth strategies. We intend to repay $4.5 million of the outstanding balance of the Multi-Property Loan with a portion of the net proceeds from this offering in order to release the collateral that is not being acquired by us in connection with the formation transactions, of which

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$766,000 was advanced by Pittman Hough Farms and will be reimbursed to Pittman Hough Farms with a portion of the net proceeds from this offering. See "Certain Relationships and Related Party Transactions—Debt Repayment."

(4): The Zeagers loan, which had an outstanding balance of $1.8 million as of December 31, 2013, is collateralized by the Zeagers farm, which is being acquired by us in connection with the formation transactions, as well as one property that is not being acquired by us in connection with the formation transactions because we do not believe that such property is consistent with our investment criteria and business and growth strategies. We intend to repay $1.0 million of the outstanding balance of the Zeagers loan with a portion of the net proceeds from this offering in order to release the collateral that is not being acquired by us in connection with the formation transactions. The remaining $0.8 million principal balance of the loan will be assumed by us and remain outstanding following completion of the formation transactions and this offering.
(5): The Merrill loan is collateralized by a property not being acquired by us in the formation transactions and is cross-collateralized by the John's Shop farm, which is being acquired by us in the formation transactions. We do not believe that the property serving as the primary collateral for the Merrill Loan is consistent with our investment criteria and our business and growth strategies. Therefore, we intend to repay the Merrill Loan with a portion of the net proceeds from this offering in order to acquire the John's Shop farm free and clear of any encumbrances.
(6): The Trone loan is collateralized by a property not being acquired by us in the formation transactions because we do not believe that such property is consistent with our investment criteria and our business and growth strategies. We intend to repay the Trone loan with a portion of the net proceeds from this offering because proceeds from the Trone loan were used by our Predecessor (i) to acquire properties that are being acquired by us in connection with the formation transactions, including the Zeagers farm and the Symond farm, and (ii) for working capital in the business of our Predecessor, including interest payments on debt secured by properties being acquired by us in connection with the formation transactions.

For additional information regarding the repayment of certain indebtedness, see "Management's Discussion and Analysis of Financial Condition and Results of Operations—Formation Transactions."

Pending application of the net proceeds from this offering, we intend to invest the net proceeds in interest-bearing accounts, money market accounts and interest-bearing securities in a manner that is consistent with our intention to qualify for taxation as a REIT. Such investments may include, for example, government and government agency certificates, government bonds, certificates of deposit, interest-bearing bank deposits, money market accounts and mortgage loan participations. We expect that these initial investments will provide a lower net return than we expect to receive from the investments described above.

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DISTRIBUTION POLICY

We intend to make regular quarterly distributions to holders of shares of our common stock.

Our ability to make distributions in the future at our initial distribution rate will depend upon our actual results of operations and earnings, economic conditions and other factors that could differ materially from our current expectations. Our actual results of operations will be affected by a number of factors, including the revenue we receive from our properties, our operating expenses, interest expense, the ability of our tenants to meet their obligations and unanticipated expenditures. For more information regarding risk factors that could materially adversely affect our actual results of operations, see "Risk Factors." Distributions declared by us will be authorized by our Board of Directors in its sole discretion out of funds legally available therefor and will be dependent upon a number of factors, including restrictions under applicable law, the capital requirements of our company and the distribution requirements necessary to qualify and maintain our qualification as a REIT. We may be required to fund distributions from working capital or with a portion of the net proceeds from this offering or borrow to provide funds for such distributions, or we may choose to make a portion of the required distributions in the form of a taxable stock dividend to preserve our cash balance or reduce our distribution. However, we currently have no intention to use the net proceeds from this offering to make distributions nor do we currently intend to make distributions using shares of our common stock.

In order to qualify as a REIT, we must distribute to our stockholders, on an annual basis, at least 90% of our REIT taxable income, determined without regard to the deduction for dividends paid and excluding net capital gains. In addition, we will be subject to U.S. federal income tax at regular corporate rates to the extent that we distribute less than 100% of our net taxable income (including net capital gains) and will be subject to a 4% nondeductible excise tax on the amount by which our distributions in any calendar year are less than a minimum amount specified under U.S. federal income tax laws. We intend to distribute our net income to our stockholders in a manner intended to satisfy the REIT 90% distribution requirement and to avoid U.S. federal income tax liability on our income and the 4% nondeductible excise tax. We anticipate that our estimated cash available for distribution will exceed the annual distribution requirements applicable to REITs. However, under some circumstances, we may be required to use cash reserves, incur debt or liquidate assets at rates or times that we regard as unfavorable or make a taxable distribution of our shares in order to satisfy the REIT 90% distribution requirement and to avoid U.S. federal income tax and the 4% nondeductible excise tax in that year. For more information, see "Material U.S. Federal Income Tax Considerations."

Furthermore, we anticipate that, at least initially, our distributions will exceed our then current and then accumulated earnings and profits for the relevant taxable year, as determined for U.S. federal income tax purposes, due to non-cash expenses, primarily depreciation and amortization charges that we expect to incur. Therefore, all or a portion of these distributions may represent a return of capital for U.S. federal income tax purposes. The extent to which our distributions exceed our current and accumulated earnings and profits may vary substantially from year to year. To the extent that a distribution is treated as a return of capital for U.S. federal income tax purposes, it will reduce a holder's adjusted tax basis in the holder's shares, and to the extent that it exceeds the holder's adjusted tax basis will be treated as gain resulting from a sale or exchange of such shares. As a result, the gain (or loss) recognized on the sale of that common stock or upon our liquidation will be decreased (or increased) accordingly. For a more complete discussion of the tax treatment of distributions to holders of our common stock, see "Material U.S. Federal Income Tax Considerations."

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CAPITALIZATION

The following table sets forth the following as of December 31, 2013:

•: the historical capitalization of our Predecessor; and
•: our unaudited pro forma capitalization, as adjusted to give effect to the completion of (i) this offering (including the application of the net proceeds as described in "Use of Proceeds") and (ii) our formation transactions.

This table should be read in conjunction with "Use of Proceeds," "Selected Financial Data," "Description of Our Capital Stock," "Management's Discussion and Analysis of Financial Condition and Results of Operations," our consolidated financial statements and the notes thereto included elsewhere in this prospectus.

	As of December 31, 2013

	Predecessor Historical			Company Pro Forma
Cash and cash equivalents	$	16,805		$	51,588,568

Mortgage notes payable and other secured loans(1)(2)	$	43,065,237		$	30,780,000
Stockholders' Equity:
Common stock, $0.01 par value, 1,000 shares authorized, issued and outstanding, historical; 500,000,000 shares authorized, and shares issued and outstanding, on a pro forma basis(3)		—			46,677
Preferred stock, $0.01 par value, no shares authorized, and no shares issued and outstanding, historical; 100,000,000 shares authorized, and no shares issued and outstanding, on a pro forma basis		—			—
Additional paid-in capital		—			41,487,040
Retained earnings		—			(20,767	)
Non-controlling interest in our operating partnership		—			17,302,005

Total (deficit) equity		(4,723,922	)		58,814,955

Total capitalization	$	38,341,315		$	89,594,955

(1): We also expect to enter into a $30.0 million secured revolving credit facility, which we expect to be undrawn at the closing of this offering.
(2): Amount represents debt outstanding as of December 31, 2013. Prior to the completion of this offering and the formation transactions, our Predecessor repaid $240,000 of outstanding indebtedness that is collateralized by a property not being acquired by us in connection with the formation transactions on March 21, 2014. As a result, upon completion of this offering and the application of the net proceeds from this offering, as set forth under "Use of Proceeds," we expect to have $30.8 million of outstanding indebtedness.
(3): Pro forma common stock outstanding includes (a) 4,666,667 shares of our common stock to be issued in this offering, (b) an aggregate of 185,000 restricted shares of our common stock to be granted to Messrs. Pittman, Fabbri and Hough concurrently with the completion of this offering (based on the midpoint of the price range set forth on the front cover of this prospectus) and (c) an aggregate of 15,000 restricted shares of our common stock to be granted to our independent directors concurrently with the completion of this offering (based on the midpoint of the price range set forth on the front cover of this prospectus), but excludes (i) 700,000 shares of our common stock issuable upon the exercise of the underwriters' over-allotment option in full, (ii) 1,945,000 shares of our common stock that may be issued, at our option, upon redemption of OP units to be issued in the formation transactions and (iii) 122,000 shares of our common stock available for future issuance under our Equity Incentive Plan (see "Management—Executive Officer and Director Compensation—Equity Incentive Plan").

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DILUTION

Dilution is the amount by which the offering price paid by the purchasers of the shares of our common stock sold in this offering exceeds the pro forma net tangible book value per share of our common stock after completion of this offering and our formation transactions. Net tangible book value per share is determined at any date by subtracting our total liabilities from the total book value of our tangible assets and dividing the difference by the number of shares of common stock and OP units deemed to be outstanding at that date.

At December 31, 2013, our Predecessor's combined net tangible book value was $(5.6) million, or $(2.86) per share of our common stock held by Pittman Hough Farms, assuming the exchange of 1,945,000 outstanding OP units (other than OP units held by us) into 1,945,000 shares of our common stock on a one-for-one basis. After giving effect to our formation transactions and the receipt of the net proceeds (after deducting the underwriting discounts and estimated offering expenses payable by us) from our sale of shares of our common stock in this offering at an assumed offering price of $15.00 per share (the midpoint of the price range set forth on the front cover of this prospectus) and the expected use of proceeds of this offering as described under "Use of Proceeds," our pro forma net tangible book value as of December 31, 2013, including the effects of grants of restricted shares of our common stock to our officers, directors and Jesse J. Hough, would have been $57.8 million, or $8.48 per share. This represents an immediate increase in net tangible book value per share of $11.34 to recipients of OP units in the formation transactions and an immediate dilution in pro forma net tangible book value per share of $6.52 to new investors purchasing shares of our common stock in this offering. The following table illustrates this substantial and immediate per-share dilution to new investors.


Assumed initial public offering price per share				$	15.00
Pro forma net tangible book value per share/OP unit at December 31, 2013	$	(2.86	)
Increase in pro forma net tangible book value per share attributable to our formation transactions and this offering	$	11.34

Pro forma net tangible book value per share after giving effect to this offering				$	8.48

Dilution in pro forma net tangible book value per share to new investors				$	6.52

If the underwriters exercise their option to purchase additional shares in full, the pro forma net tangible book value per share after this offering would be $8.99 per share, the increase in the net tangible book value per share to OP unit holders would be $11.85 per OP unit and the dilution in pro forma net tangible book value per share to new investors purchasing common stock in this offering would be $6.01 per share.

The following table summarizes, as of December 31, 2013:

•: the total number of OP units issuable in the formation transactions and the number of shares of our common stock purchased from us by new investors purchasing shares in this offering;
•: the total consideration paid to us by OP unit holders and by new investors purchasing shares in this offering, assuming an initial public offering of $15.00 per share (the midpoint of the price range set forth on the front cover of this prospectus), before deducting the estimated underwriting discount and estimated offering expenses payable by us in connection with this offering; and

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•: the average price per unit paid by OP unit holders (based on the net tangible book value of the assets and properties being acquired by our operating partnership in the formation transactions) and the average price per share paid by new investors purchasing shares in this offering.

	Shares/OP Units Purchased						Total Consideration

	Shares/OP Units Purchased						Total Consideration						Average Price per Share/OP Unit
	Number			Percent(1)			Amount			Percent			Average Price per Share/OP Unit
OP unit holders		1,945,000	(2)		29.4	%	$	(6,020,369)	(3)		(9.4	)%	$	(3.10	)
New investors		4,666,667			70.6			70,000,000	(4)		109.4		$	15.00

Total		6,611,667			100.0	%	$	63,979,631			100.0	%

(1): Represents the percentage of the total number of shares of common stock to be outstanding upon completion of the formation transactions and this offering and assumes all of the OP units to be issued to the OP unit holders in the formation transactions are redeemed for shares of our common stock on a one-for-one basis.
(2): Assumes all of the 1,945,000 OP units are redeemed for shares of our common stock on a one-for-one basis.
(3): Represents pro forma net tangible book value as of December 31, 2013 of the assets and properties being acquired by our operating partnership in the formation transactions adjusted for the distribution of certain accounts receivable that will occur prior to this offering.
(4): Represents the aggregate price of the shares to be sold in this offering.

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SELECTED FINANCIAL DATA

The following table sets forth selected financial and operating data on (i) a historical combined basis for our Predecessor and (ii) a pro forma basis for our company after giving effect to this offering and the formation transactions. Our Predecessor, FP Land, is a Delaware limited liability company that owns 100% of the equity interests in two entities, which we refer to as the ownership entities, that directly wholly own the 38 farms and three grain storage facilities that comprise our initial portfolio. Pursuant to the FP Land Merger Agreement, we will acquire the 38 farms and three grain storage facilities owned indirectly by our Predecessor and assume the ownership and operation of our Predecessor's business. We have not presented historical information for Farmland Partners Inc. because we have not had any corporate activity since our formation other than the issuance of 1,000 shares of our common stock in connection with the initial capitalization of the company in connection with this offering, and because we believe that a discussion of the results of Farmland Partners Inc. would not be meaningful.

You should read the following selected financial and operating data in conjunction with the historical combined financial statements and the related notes of our Predecessor, our unaudited pro forma consolidated financial statements and related notes, and with "Management's Discussion and Analysis of Financial Condition and Results of Operations," which are included elsewhere in this prospectus.

Our selected unaudited pro forma consolidated financial and operating data as of and for the year ended December 31, 2013 assume the completion of this offering and the consummation of the formation transactions (each as described in our unaudited pro forma consolidated financial statements included elsewhere in this prospectus) as of January 1, 2013 for the operating data and as of the stated date for the balance sheet data. Our pro forma financial information is not necessarily indicative of what our actual financial position and results of operations would have been as of the date and for the periods indicated, nor does it purport to represent our future financial position or results of operations.

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	As of and for the Years Ended December 31,

				Predecessor Historical Combined
	2013 (Company Pro Forma Consolidated)			Predecessor Historical Combined
	2013 (Company Pro Forma Consolidated)			2013			2012
	(Unaudited)
Operating Data:
Total operating revenues	$	2,619,098		$	2,350,025		$	2,123,116
Total operating expenses		2,920,559			973,559			374,786
Total other expense		1,005,809			1,342,294			1,161,978
Net income (loss)		(1,307,270	)		34,172			586,352
Share and Per Share Data:
Earnings per weighted-average common share:	$	(0.76	)
Weighted-average shares outstanding—basic & diluted		1,216,949
Supplemental Data:
FFO(1)	$	(1,158,723	)	$	182,719		$	710,928
EBITDA(1)		(152,914	)		1,525,013			1,872,906
Balance Sheet Data:
Real estate, at cost	$	38,805,898		$	38,805,898		$	37,156,483
Total assets		90,223,303			39,668,676			36,913,823
Mortgage notes payable		30,780,000			43,065,237			36,198,731
Total liabilities		31,408,348			44,392,598			36,580,455
Total (deficit) equity		58,814,955			(4,723,922	)		333,368

(1): For definitions and reconciliations of net income to EBITDA and FFO, as well as a statement disclosing the reasons why our management believes that EBITDA and FFO provide useful information to investors and, to the extent material, any additional purposes for which our management uses EBITDA and FFO, see "Management's Discussion and Analysis of Financial Condition and Results of Operations—Non-GAAP Financial Measures."

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MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following Management's Discussion and Analysis of Financial Condition and Results of Operations contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those expected or implied in these forward looking statements as a result of certain factors, including those set forth under the heading "Risk Factors" and elsewhere in this prospectus. See "Cautionary Note Regarding Forward-Looking Statements." The following discussion and analysis should be read in conjunction with the audited combined historical financial statements and related notes thereto as of and for the years ended December 31, 2013 and 2012 of our Predecessor, and the unaudited pro forma consolidated financial statements and related notes thereto, each included elsewhere in this prospectus.

The following discussion and analysis is based on the historical financial statements of our Predecessor, FP Land, which owns 100% of the equity interests in two entities that directly wholly own the 38 farms and three grain storage facilities that comprise our initial portfolio. As used in this section, unless the context otherwise requires, "we," "us," "our," and "our company" mean our Predecessor for the periods presented and Farmland Partners Inc., a Maryland corporation, and its consolidated subsidiaries, upon completion of this offering and the formation transactions. Where appropriate, the following discussion includes analysis of the effects of the formation transactions, certain other transactions and this offering. These effects are reflected in our unaudited pro forma consolidated financial statements located elsewhere in this prospectus.

Overview

Our Company

We were formed as a Maryland corporation in September 2013 to succeed to the business of our Predecessor. We will not have any operating activity until the completion of this offering and the related formation transactions. Accordingly, we believe that a discussion of the results of operations of Farmland Partners Inc. would not be meaningful, and we have therefore set forth below a discussion regarding the historical operations of our Predecessor only.

Our Predecessor

Our Predecessor, FP Land, is a Delaware limited liability company that is 100% owned by Pittman Hough Farms, an entity in which Mr. Pittman owns a 75% controlling interest and in which Mr. Hough and certain members of Mr. Hough's family own the remaining 25% interest. FP Land owns 100% of the equity interests in two entities, which we refer to as the ownership entities, that directly wholly own the 38 farms and three grain storage facilities that comprise our initial portfolio. Upon completion of the FP Land Merger, we will acquire the 38 farms and three grain storage facilities owned indirectly by our Predecessor and assume the ownership and operation of our Predecessor's business.

Formation Transactions

Concurrently with the completion of this offering, we will complete our formation transactions pursuant to which we will acquire, through the FP Land Merger, 100% of the ownership interests in

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the 38 farms and three grain storage facilities that comprise our initial portfolio. To acquire the ownership interests in the entities that own the farmland and related assets in our initial portfolio, we will issue an aggregate of 1,945,000 OP units, having an aggregate value of approximately $29.2 million, to Pittman Hough Farms.

We estimate that the net proceeds from this offering will be approximately $63.8 million, or approximately $73.5 million if the underwriters' over-allotment option is exercised in full (in each case after deducting the underwriting discount and commissions and estimated expenses of this offering and the formation transactions payable by us). We will contribute the net proceeds from this offering to our operating partnership in exchange for OP units. Our operating partnership intends to use the net proceeds from this offering to repay approximately $12.0 million in outstanding indebtedness (of which $766,000 was advanced by Pittman Hough Farms and will be reimbursed to Pittman Hough Farms with a portion of the net proceeds from this offering), approximately $55,000 (exclusive of the $766,000 to be reimbursed for amounts advanced by Pittman Hough Farms to repay certain indebtedness) to reimburse Pittman Hough Farms for amounts advanced or incurred in connection with this offering and the formation transactions, and the remaining net proceeds, if any, for future acquisitions, working capital and, potentially, paying distributions, as described under "Use of Proceeds." See "Certain Relationships and Related Party Transactions—Reimbursement of Pre-Closing Offering Expenses."

We have determined that it is in our best interests to repay a portion of the Multi-Property Loan, the Zeagers Loan and the Merrill loan in order to release certain properties that we are not acquiring in connection with the formation transactions from the collateral securing those loans. See "Use of Proceeds." We believe that releasing this collateral is in our best interests because it will result in a portfolio in which the only assets securing our secured liabilities will be assets that we own and manage. Furthermore, if we were to leave the excluded assets in the collateral pools securing these loans, a sale of or a casualty affecting one of these excluded assets could result in there being insufficient collateral under the loans, which could cause us to be in default under our obligations or could result in us having to replace the collateral with an otherwise unencumbered property in our portfolio. We also have determined that it is in our best interests to repay the Trone loan because the indebtedness under the Trone loan was incurred for the purpose of acquiring the Zeagers farm and the Symond farm, both of which are being acquired by us in the formation transactions, as well for working capital in the business of our Predecessor, including interest payments on debt secured by properties being acquired by us in connection with the formation transactions. In addition, the Trone loan was originated by the same lender that originated the Merrill Loan, which is collateralized by the John's Shop farm (which is being acquired by us in the formation transactions), and the Merrill farm, which is not being acquired by us in the formation transactions. In the interest of preserving our relationship with the lender, which has significant agricultural lending experience and with whom our management has had a long, productive relationship, we believe that it is in our best interests to repay the Trone loan with a portion of the net proceeds from this offering.

Upon completion of the formation transactions, we expect our operations to be carried on through our operating partnership and wholly owned subsidiaries of our operating partnership. Consummation of the formation transactions will enable us to (i) consolidate ownership of our initial portfolio under our operating partnership; (ii) facilitate this offering; and (iii) qualify as a REIT for U.S. federal income tax purposes commencing with our short taxable year ending December 31, 2014.

Our acquisition of the ownership entities in connection with our formation transactions will represent a transaction between entities under common control because Mr. Pittman, our Executive Chairman, President and Chief Executive Officer, owns a controlling interest in each of the ownership entities. As a result, our acquisition of the ownership entities will be recorded at our Predecessor's historical cost.

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Factors That May Influence Future Results of Operations and Farmland Values

The principal factors affecting our operating results and the value of our farmland include global demand for food relative to the global supply of food, farmland fundamentals and economic conditions in the markets in which we own farmland, and our ability to increase or maintain rental revenues while controlling expenses. Although farmland prices have declined in certain locations from recent historical highs, we believe that any reduction in U.S. farmland values overall is likely to be short-lived as global demand for food and row crops continues to exceed global supply. In addition, although prices for many annual row crops, and particularly corn, experienced significant declines in 2013, we do not believe that such declines represent a trend that will continue over the long term. Rather, we believe that long-term growth trends in global population and GDP per capita will result in increased prices for primary row crops over time.

Demand

We expect that global demand for food, driven primarily by significant increases in the global population and GDP per capita, will continue to be the key driver of farmland values. We further expect that global demand for primary row crops will continue to grow to keep pace with global population growth, which we anticipate will result in higher prices for primary row crops and, therefore, higher rental rates on our farmland, as well as sustained growth in farmland values over the long-term.

We also believe that growth in global GDP per capita, particularly in developing nations, will contribute significantly to increasing demand for primary row crops. As global GDP per capita increases, the composition of daily caloric intake is expected to shift away from the direct consumption of primary row crops toward animal-based proteins, which is expected to result in increased demand for primary row crops as feed for livestock. Furthermore, we believe that, as GDP per capita grows, a significant portion of additional household income is allocated to food and that once individuals increase consumption of, and spending on, higher quality food, they will strongly resist returning to their former dietary habits, resulting in greater inelasticity in the demand for food. As a result, we believe that, as global demand for food increases, rental rates on our farmland and the value of our farmland will increase over the long-term.

Global demand for corn and soybeans as inputs in the production of biofuels such as ethanol and soy diesel also could impact the prices of corn and soybeans, which, in the long-term, could impact our rental revenues and our results of operations. However, the success of our business strategy is not dependent on growth in demand for biofuels and we do not believe that demand for corn and soybeans as inputs in the production of biofuels will materially impact our results of operations or the value of our farmland, primarily because we believe that growth in global population and GDP per capita will be more significant drivers of global demand for primary row crops over the long-term.

Supply

Global supply of row crops is driven by two primary factors, the number of tillable acres available for row crop production and the productivity of the acres being farmed. Although the amount of global cropland in use has gradually increased over time, growth has plateaued over the last 20 years. Cropland area continues to increase in developing countries, but after accounting for expected continuing cropland loss, the UN FAO projects only 173 million acres will be added from 2005-2007 to 2050, a 4.3% increase. In comparison, world population is expected to grow over the same period to 9.5 billion, a nearly 38% increase. While we expect growth in the global supply of arable land, we also expect that landowners will only put that land into production if increases in commodity prices and the value of farmland cause landowners to benefit economically from using the land for farming rather than alternative uses. We also believe that decreases in the amount of arable land in the United States

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and globally as a result of increasing urbanization will partially offset the impact of additional supply of farmland.

The global supply of food is also impacted by the productivity per acre of tillable land. Historically, productivity gains (measured by average crop yields) have been driven by advances in seed technology, farm equipment, irrigation techniques and chemical fertilizers and pesticides. Furthermore, we expect the increasing shortage of water in many irrigated growing regions in the United States and other growing regions around the globe, often as a result of new water restrictions imposed by laws or regulations, to lead to decreased productivity growth on many acres and, in some cases, cause yields to decline on those acres.

Conditions in Our Existing Markets

The market for farmland is dominated by buyers who are existing farm owners and operators. As a result of increasing commodity prices and the relatively low return on alternative investments, farmland values in many agricultural markets have increased in recent years and capitalization rates have decreased. Although farmland prices in certain locations have declined from recent historical highs, we do not expect a major long-term reduction in farmland values, and believe any reduction in land values is likely to be short-lived as global demand for food and row crops continues to outpace supply. On the other hand, we do not expect farmland values to continue to rise as rapidly as they have in recent years.

We believe quality farmland in the United States has a near-zero vacancy rate as a result of the supply and demand fundamentals discussed above. We believe rental rates for farmland are a function of farmland operators' view of the long-term profitability of farmland, and that many farm operators will continue to compete for farmland even during periods of decreased profitability due to the scarcity of farmland available to rent. In particular, we believe that due to the relatively high fixed costs associated with farming operations (including equipment, labor and knowledge), many farm operators in some circumstances will rent additional acres of farmland when it becomes available in order to allocate their fixed costs over more acres. Furthermore, because it is generally customary in the farming industry to provide the existing tenant with the opportunity to re-lease the land at the end of each lease term, we believe that many farm operators will rent additional land that becomes available in order to control the ability to farm that land in future periods when profitability is higher. As a result, in our experience, many farm operators will aggressively pursue rental opportunities in close proximity to their existing operations when they arise, even when the farmer anticipates lower current returns or short-term losses. In addition, because many farmers both own farmland and rent additional farmland from other landowners, we believe that many farmers will choose to subsidize losses on rented land during periods of lower profitability with relatively higher profits generated by land that they own and that has comparatively lower fixed costs.

Our initial portfolio is concentrated in Illinois and Nebraska, which exposes us to greater economic risk than if we owned a more geographically diverse portfolio. As a result, we are particularly susceptible to developments or conditions in these states and/or the specific counties in which our farms are located, including adverse weather conditions (such as windstorms, tornados, hail, floods, drought and temperature extremes), transportation conditions (including navigation of the Mississippi River), crop disease, pests and other adverse growing conditions, and unfavorable or uncertain political, economic, business or regulatory conditions (such as changes in price supports, subsidies and environmental regulations). Any such developments or conditions could materially and adversely affect the value of our farmland and our ability to lease our farmland on favorable terms or at all.

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Rental Revenues

Our revenues are generated from renting farmland to operators of farming businesses. Farmland leases typically have terms of between one and three years. While all of the leases between our Predecessor and its tenants had one-year terms, the leases that will be in place upon completion of this offering will have terms ranging from one to three years. For additional information about the terms of the leases that will be in place upon completion of this offering, see "Our Business and Properties—Description of Our Leases." Although the leases that will be in place upon completion of this offering do not provide the tenant with a contractual right to renew the lease upon its expiration, we believe it is customary to provide the existing tenant with the opportunity to renew the lease, subject to any increase in the rental rate that we may establish. If the tenant elects not to renew the lease at the end of the lease term, the land will be offered to a new tenant.

In the past, the leases between our Predecessor and its related-party tenants provided that the rent was due to our Predecessor upon demand, rather than on a fixed schedule. In contrast, the leases for substantially all of the properties in our initial portfolio will provide that tenants must pay us 100% of the annual rent in advance of each spring planting season. As a result, we expect to collect 100% of the annual rent in the first calendar quarter of each year for 36 of the 38 farms in our initial portfolio. We believe our use of triple-net leases pursuant to which 100% of the annual rent is payable in advance of each spring planting season substantially mitigates the tenant credit risk associated with the variability of farming operations that could be adversely impacted by poor crop yields, weather conditions, mismanagement, undercapitalization or other factors affecting our tenants. Prior to acquiring farmland property, we will take into consideration the competitiveness of the local farm-operator tenant environment in order to enhance our ability to quickly replace a tenant that is unwilling to renew a lease or is unable to pay rent payment when it is due.

Expenses

All of the leases for our initial portfolio are, and we expect that all of the leases for farmland we acquire in the future will be, structured as triple-net leases pursuant to which the tenant is responsible for substantially all of the property-related expenses, including taxes, maintenance, water usage and insurance (with our company as a named insured party), which would normally be expensed for accounting purposes on an annual basis. As the owner of the land, we generally will only bear costs related to major capital improvements permanently attached to the property, such as irrigation systems, drainage tile, grain storage facilities or other typical physical structures. In cases where capital expenditures are necessary, we typically will seek to offset, over a period of multiple years, the costs of such capital expenditures by increasing rental rates. We also will incur the costs associated with maintaining liability and casualty insurance in addition to any insurance provided by the tenant for which we are a named insured.

We expect to incur costs associated with running a public company, including, among others, costs associated with employing our personnel and compliance costs. We expect to incur costs associated with due diligence and acquisitions, including, among others, travel expenses, consulting fees (including fees under the Consulting Agreement with Jesse J. Hough) and legal and accounting fees. We also will incur costs associated with managing our farmland. However, because farmland generally has minimal, if any, physical structures that need routine inspection and maintenance, and we expect our leases will generally be structured as triple-net leases pursuant to which the tenant pays many of the costs associated with the property, we do not believe the management of our farmland will be labor- or capital-intensive. Furthermore, we believe that our platform is scalable, and we do not expect the expenses associated with managing our portfolio of farmland to increase significantly as the number of farm properties we own increases over time. Rather, we expect that as we add additional farmland to our portfolio, will be able to achieve economies of scale, which will enable us to reduce our operating costs per acre.

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Crop Prices

The value of a crop is affected by many factors that can differ on a yearly basis. Weather conditions and crop disease in major crop production regions worldwide creates a significant risk of price volatility, which may either increase or decrease the value of the crops that our tenants produce each year. Other material factors adding to the volatility of crop prices are changes in government regulations and policy, fluctuations in global prosperity, fluctuations in foreign trade and export markets, and eruptions of military conflicts or civil unrest. Prices for many annual row crops, and particularly corn, experienced significant declines in 2013, but we do not believe that such declines represent a trend that will continue over the long term. Rather, we believe that those declines in prices for annual row crops represented a correction to historical norms (adjusted for inflation) and that long-term growth trends in global population and GDP per capita will result in increased prices for primary row crops over time. Although annual rental payments under our leases typically will not be based expressly on the quality or profitability of our tenants' harvests, any of these factors could adversely affect our tenants' ability to meet their obligations to us and our ability to lease or re-lease properties on favorable terms.

Interest Rates

We expect that future changes in interest rates will impact our overall operating performance, by, among other things, increasing our borrowing costs. While we may seek to manage our exposure to future changes in rates through interest rate swap agreements or interest rate caps, portions of our overall outstanding debt, including borrowings under our anticipated secured revolving credit facility, will likely remain at floating rates. In addition, a sustained material increase in interest rates may cause farmland prices to decline if the rise in real interest rates (which is defined as nominal interest rates minus the inflation rate) is not accompanied by rises in the general levels of inflation. However, our business model anticipates that the value of our farmland will increase, as it has in the past, at a rate that is equal to or greater than the rate of inflation, which may in part offset the impact of rising interest rates on the value of our farmland, but there can be no guarantee that this appreciation will occur to the extent that we anticipate or at all.

Critical Accounting Policies and Estimates

Use of Estimates

The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could materially differ from those estimates.

Real Estate Acquisitions

We account for all acquisitions in accordance with the business combination standard. Upon acquisition of real estate, we allocate the purchase price of the real estate based upon the fair value of the assets and liabilities acquired, which historically consisted of land, drainage improvements, irrigation improvements, grain facilities, and may also consist of intangible assets including in-place leases, above market and below market leases and tenant relationships. Management allocates the purchase price to the fair value of the tangible assets of acquired real estate by valuing the farmland as if it were unimproved. We value improvements, including grain facilities, at replacement cost as new, adjusted for depreciation. Management's estimates of land value are made using comparable sales analysis. Factors considered by management in its analysis include soil types and water availability, the sale prices of comparable farms, and the replacement cost and residual useful life of land improvements. We have

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not previously acquired properties subject to above or below market leases. If above and below market leases are acquired, we will value the intangible based on the present value of the difference between prevailing market rates and the in-place rates measured over a period equal to the remaining term of the lease for above market leases and the initial term plus the term of any below market fixed rate renewal options for below market leases that are considered bargain renewal options. The above market lease values will be amortized as a reduction of rental income over the remaining term of the respective leases, and the below market lease values will be amortized as an increase to rental income over the remaining initial terms plus the terms of any below market fixed rate renewal options that are considered bargain renewal options of the respective leases.

As of December 31, 2013, we did not have any in-place lease or tenant relationship intangibles. The purchase price is allocated to in-place lease values and tenant relationships, if they are acquired based on our evaluation of the specific characteristics of each tenant's lease and its overall relationship with the tenant. The value of in-place lease intangibles and tenant relationships and will be included as components of deferred leasing intangibles and will be amortized over the remaining lease term (and expected renewal periods of the respective leases for tenant relationships) as adjustments to depreciation and amortization expense. If a tenant terminates its lease early, the unamortized portion of leasing commissions, above and below market leases, the in-place lease value and tenant relationships will be immediately written off.

Using information available at the time of acquisition, we allocate the total consideration to tangible assets and liabilities and identified intangible assets and liabilities. We may adjust the preliminary purchase price allocations after obtaining more information about asset valuations and liabilities assumed.

Acquisition costs and due diligence expenses related to business combinations are expensed as incurred and are included in acquisition costs, professional fees and travel expense on our combined consolidated statements of operations. When we acquire land in an asset acquisition, related acquisition costs are included in the price of the asset.

Real Estate

Our real estate consists of land and improvements made to the land consisting of grain facilities, irrigation improvements and drainage improvements. We record real estate cost and capitalize improvements and replacements when they extend the useful life or improve the efficiency of the asset.

We expense costs of repairs and maintenance as such costs are incurred. We compute depreciation for assets classified as improvements using the straight-line method over the estimated useful life of 20-25 years for grain facilities, 20-30 years for irrigation improvements, and 30-65 years for drainage improvements.

When a sale occurs, we recognize the associated gain when all consideration has been transferred, the sale has closed, and there is no material continuing involvement. If a sale is expected to generate a loss, we first assess it through the impairment evaluation process—see "Impairment" below. We will classify real estate as discontinued operations if it is classified as held for sale or the real estate has been sold.

Impairment

We evaluate our tangible and identifiable intangible real estate assets for impairment indicators whenever events such as declines in a property's operating performance, deteriorating market conditions, or environmental or legal concerns bring recoverability of the carrying value of one or more assets into question. If such events are present, we project the total undiscounted cash flows of the asset, including proceeds from disposition, and compare it to the net book value of the asset. If this

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evaluation indicates that the carrying value may not be recoverable, an impairment loss is recorded in earnings equal to the amount by which the carrying value exceeds the fair value of the asset. There have been no impairments recognized on real estate assets in the accompanying financial statements.

Revenue Recognition

Rental income includes rents and reimbursement of real estate taxes that each tenant pays in accordance with the terms of its respective lease. All leases in the year ended December 31, 2013 had a term of one year with no renewal options. Beginning January 1, 2013, all but two of our leases required the tenants to pay all expenses incurred during the lease term in connection with the leased farms, including property taxes and maintenance; therefore, we will not incur these costs unless the tenant becomes unable to bear the costs. When it becomes probable that a tenant has become unable to bear the property related costs, we will accrue the estimated expense. In 2012, under the terms of their respective leases, all but two of the tenants were required to reimburse us for the real estate taxes we pay on the properties covered by the leases. Taxes paid and their subsequent reimbursement were recognized under property operating expenses as incurred and tenant reimbursements as earned or contractually due, respectively.

Income Taxes

Our Predecessor does not incur income taxes. Instead, our Predecessor's earnings are included on the owners' personal income tax returns and taxed depending on their personal tax situations. As a result, the financial statements of our Predecessor do not include a provision for income taxes. Our policy is to provide for uncertain tax positions and the related interest and penalties based upon management's assessment of whether a tax benefit is more likely than not to be sustained upon examination by tax authorities. We file income tax returns in the U.S. federal jurisdiction and state jurisdictions. Our Predecessor is subject to U.S. federal and state income tax examinations by tax authorities for a period of three years after the filing.

Adoption of New or Revised Accounting Standards

As an emerging growth company under the JOBS Act, we are permitted to elect to adopt new or revised accounting standards as they are effective for private companies. However, we have irrevocably elected not to do so. Therefore, we will adopt new or revised accounting standards as they are effective for public companies.

Internal Controls and Procedures

In connection with the audits of our consolidated financial statements for the years ended December 31, 2013 and 2012, our Predecessor's independent registered public accountants identified and communicated a material weakness in our internal control over financial reporting, which resulted in audit adjustments to our Predecessor's financial statements. Two contributing factors to this material weakness include a failure to maintain a sufficient complement of qualified accounting personnel and an appropriate segregation of duties within the organization. Management has taken steps to remediate the previously identified material weakness, including hiring additional qualified accounting personnel, and expects to continue to take steps as a public company to remediate the material weakness. We are developing and documenting current policies and procedures with respect to company-wide business processes and cycles in order to implement effective internal control over financial reporting. We expect to incur additional costs as a public company to implement new policies and procedures and to remediate the previously identified material weakness. We cannot give any assurances that the material weakness identified by our independent registered public accounting firm will be remediated on a timely basis. See "Risk Factors—Risks Related to Our Business and Properties—As a result of becoming a public company, management will be required to report periodically on the effectiveness of

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its system of internal control over financial reporting. We may not complete our analysis of our internal control over financial reporting in a timely manner, or our system of internal control over financial reporting may not be determined to be appropriately designed or operating effectively, which may adversely affect investor confidence in our company and, as a result, the value of our common stock."

Results of Operations

Comparison of Year Ended December 31, 2013 to Year Ended December 31, 2012

	For the Twelve Months Ended December 31,

	2013			2012			$ Change			% Change
OPERATING REVENUES
Rental income	$	2,350,025		$	1,975,787		$	374,238			18.9	%
Tenant reimbursements		—			147,329			(147,329	)		(100.0	)%

Total operating revenues		2,350,025			2,123,116			226,909			10.7	%

OPERATING EXPENSES
Depreciation		148,547			124,576			23,971			19.2	%
Property taxes		26,802			167,246			(140,444	)		(84.0	)%
Acquisition costs		257			14,539			(14,282	)		(98.2	)%
Professional fees		726,315			14,156			712,159			5030.8	%
Insurance		6,228			8,430			(2,202	)		(26.1	)%
Travel		58,405			33,394			25,011			74.9	%
Repairs		4,505			9,945			(5,440	)		(54.7	)%
Bookkeeping		2,500			2,500			—			0.0	%

Total operating expenses		973,559			374,786			598,773			159.8	%

OPERATING INCOME		1,376,466			1,748,330			(371,864	)		(21.3	)%

OTHER INCOME (EXPENSE)
Interest expense		(1,342,294	)		(1,161,978	)		(180,316	)		15.5	%

Total other expense		(1,342,294	)		(1,161,978	)		(180,316	)		15.5	%

NET INCOME	$	34,172		$	586,352		$	(552,180	)		(94.2	)%

Our Predecessor's operating revenues for the periods presented were impacted by acquisitions made during the years ended December 31, 2013 and 2012. To highlight the effect of changes due to acquisitions, we have separately discussed the rental income for the same-property portfolio, which includes only properties owned and operated by our Predecessor for the entirety of both periods presented. The same-property portfolio for the annual periods presented includes all properties other than Smith, Zeagers, Symond, McFadden MD, McFadden SC, Kelly and Beckerdite.

Total operating revenues increased $226,909, or 10.7%, during the year ended December 31, 2013, as compared to the year ended December 31, 2012, primarily as a result of an increase in average annual rent for the entire portfolio from $292 per acre in 2012 to $321 per acre for 2013, as well as rental income from farms acquired during the year ended December 31, 2012. Rental income for the same-property portfolio increased $176,674, or 9.1%, during the year ended December 31, 2013, as compared to the year ended December 31, 2012, as a result of average annual rent for the same-property portfolio increasing to $320 per acre for 2013 from $294 per acre for 2012.

Beginning January 1, 2013, all but two of our Predecessor's leases required the tenants to directly pay all expenses incurred during the lease term in connection with the leased farms, including property taxes and maintenance, rather than reimburse our Predecessor for those expenses. As a result, tenant

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reimbursements decreased $147,329, or 100%, during the year ended December 31, 2013, as compared to the year ended December 31, 2012, and property taxes decreased $140,444, or 84.0%, during the year ended December 31, 2013, as compared to the year ended December 31, 2012.

Depreciation expense increased $23,971, or 19.2%, during the year ended December 31, 2013, as compared to the year ended December 31, 2012, as a result of our Predecessor's investments in irrigation equipment.

Acquisition costs decreased $14,282, or 98.2%, during the year ended December 31, 2013, as compared to the year ended December 31, 2012, as a result of decreased acquisition activity during the year ended December 31, 2013.

Professional fees increased $712,159 during the year ended December 31, 2013, as compared to the year ended December 31, 2012, as a result of $620,000 in audit fees incurred in 2013 related to the preparation of financial statements for use in connection with this offering and $75,000 in professional fees incurred on behalf of the Company by Pittman Hough Farms.

Travel expenses increased $25,011, or 74.9%, during the year ended December 31, 2013, as compared to the year ended December 31, 2012, as a result of travel costs incurred in connection with this offering.

Interest expense increased by $180,316, or 15.5%, during the year ended December 31, 2013, as compared to the year ended December 31, 2012, as a result of an increase in indebtedness and an increase in the amortization of loan fees incurred in connection with the additional indebtedness.

Liquidity and Capital Resources

Liquidity is a measure of our ability to meet potential cash requirements, including ongoing commitments to repay any outstanding borrowings, fund and maintain our assets and operations, make distributions to our stockholders and to the holders of OP units and other general business needs. Upon completion of this offering and consummation of the formation transactions and after the expected application of the net proceeds from this offering, we expect to have $30.8 million of outstanding indebtedness. In addition, we expect to enter into a $30.0 million secured revolving credit facility concurrently with, or shortly after, the completion of this offering and the consummation of the formation transactions. See "—Description of Certain Indebtedness—Anticipated Secured Revolving Credit Facility." We believe that the completion of this offering and consummation of the formation transactions will improve our financial position by providing us with enhanced access to capital.

Initially, our sources of cash primarily will be the net proceeds from this offering, operating cash flows and borrowings. We intend to use our sources of cash to purchase additional farmland and make other investments consistent with our investment strategy, repay principal and interest on any outstanding borrowings, make distributions to our stockholders and to the holders of OP units, fund our operations and pay expenses accrued during this offering.

Our long-term liquidity needs consist primarily of funds necessary to acquire additional farmland and make other investments and certain long-term capital expenditures, and make principal and interest payments on any debt that we may incur. We expect to meet our long-term liquidity requirements through various sources of capital, including future equity issuances (including OP units), net cash provided by operations, long-term mortgage indebtedness and other secured and unsecured borrowings.

We believe that, upon completion of this offering, and as a publicly traded REIT, we will have access to multiple sources of capital to fund our long-term liquidity requirements, including the incurrence of additional debt and the issuance of additional equity securities. However, as a new public company, we cannot assure you that we will have access to all of these sources of capital. Our ability to

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incur additional debt will depend on a number of factors, including our degree of leverage, the value of our unencumbered assets and borrowing restrictions that may be imposed by lenders. Our ability to access the equity capital markets will depend on a number of factors as well, including general market conditions for REITs and market perceptions about our company.

Description of Certain Indebtedness

Multi-Property Loan

Upon completion of this offering and our formation transactions, we expect to assume the Multi-Property Loan, which had an outstanding principal balance of approximately $34.5 million as of December 31, 2013. As described in "Use of Proceeds," we intend to use a portion of the net proceeds from this offering to repay approximately $4.5 million of the outstanding principal balance on the Multi-Property Loan (inclusive of the $766,000 to be reimbursed for amounts advanced by Pittman Hough Farms to repay certain indebtedness), which will release the collateral under that loan that is not being acquired by us in connection with the formation transactions, leaving a balance of approximately $30.8 million upon completion of the formation transactions. The following is a summary of the material provisions of the loan agreement for the Multi-Property Loan.

Maturity and Interest. The Multi-Property Loan (i) has a maturity date of March 6, 2016, with respect to $30 million of the loan, and June 28, 2016, with respect to the balance, (ii) bears interest at a rate per annum equal to the one-month London Interbank Offered Rate, or LIBOR, plus 2.59%, but in any event not less than a rate per annum of 2.80% and (iii) requires us to make quarterly interest payments on the 30 ^th day of each calendar quarter and principal payments of $1,000,000 on each of March 6, 2015 and March 6, 2016, and $26,000 on each of June 16, 2015 and June 16, 2016.

Security. The Multi-Property Loan currently is secured by first mortgages and assignments of rents encumbering 27 farms and two grain storage facilities that are being acquired by us in connection with the formation transactions, as well as additional farms that are not being acquired by us in connection with the formation transactions, which additional farms will be released as collateral in connection with the partial prepayment described above. For a list of the properties in our initial portfolio securing the Multi-Property Loan, see "Our Business and Properties—Our Initial Portfolio."

Prepayment. The Multi-Property Loan may be prepaid by us in whole or in part without any prepayment penalties unless we prepay the Multi-Property Loan with proceeds from a loan with a financial institution other than the current lender under the Multi-Property Loan or its affiliates, in which case the lender is entitled to a prepayment premium equal to approximately 10% of the outstanding principal balance under the loan.

Events of Default. The Multi-Property Loan contains customary events of default, including defaults in the payment of principal or interest, defaults in compliance with the covenants contained in the documents evidencing the loans, defaults in payments under any other documents covering any part of the properties, and bankruptcy or other insolvency events.

Anticipated Secured Revolving Credit Facility

Concurrently with, or shortly after, the completion of this offering and our formation transactions, we expect to enter into a three-year, $30.0 million senior secured revolving credit facility with BMO Capital Markets Corp., as lead arranger, and an affiliate of BMO Capital Markets Corp., as a lender. We expect that this facility will include an accordion feature that will allow us to request that the total borrowing capacity under the facility be increased up to $75.0 million, subject to certain conditions, including obtaining additional commitments from lenders. We expect to use borrowings under this credit facility for acquisitions, capital expenditures, operating expenses and other general corporate purposes. We intend to repay indebtedness incurred under the credit facility from time to time out of

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net cash provided by operations and from the net proceeds from issuances of additional equity and debt securities, as market conditions permit. We do not expect to draw on the credit facility at the closing of this offering.

We expect that our material subsidiaries will guarantee the obligations under the credit facility and that certain of our properties will be used as collateral for this facility. The amount available for us to borrow from time to time under this facility will be limited according to a borrowing base valuation of certain unencumbered properties owned by subsidiaries of our operating partnership that guarantee this facility. We will have the option to remove properties from the pool of borrowing base properties and to add different properties, subject to our continued compliance with the financial covenants and other terms of this facility.

We expect that amounts outstanding under this facility will bear annual interest at a floating rate equal to LIBOR plus 2.75%. In addition, we expect to be obligated to pay an annual fee equal to 0.25% of the amount of the unused portion of this facility if amounts borrowed are greater than 50% of this facility and 0.35% of the unused portion of this facility if amounts borrowed are less than 50% of this facility.

Our ability to borrow under this facility will be subject to our ongoing compliance with a number of customary affirmative and negative covenants, including limitations with respect to liens, indebtedness, distributions, mergers, consolidations, investments, restricted payments and asset sales, as well as financial covenants, including:

•: a maximum leverage ratio of 60%;
•: a minimum fixed charge coverage ratio of 1.25 to 1.00;
•: a minimum net worth; and
•: a maximum dividend payout ratio.

The credit facility will include customary events of default, and the occurrence of an event of default will permit the lenders to terminate commitments to lend under the facility and accelerate payment of all amounts outstanding thereunder.

Contractual Obligations

The following table sets forth our contractual obligations and commitments as of December 31, 2013:

	Payments Due by Period

	Year Ending December 31,
Contractual Obligations	2014		2015		2016		2017		2018		2019 and later		Total
Principal Payments of Long-Term Indebtedness	$	1,440,014	$	1,441,529	$	34,115,606	$	247,995	$	849,857	$	4,970,236	$	43,065,237
Interest Payments on Fixed-Rate Long-Term Indebtedness		109,439		111,645		107,680		103,159		98,611		572,800		1,103,334
Interest Payments on Variable-Rate Long-Term Indebtedness		1,137,606		1,098,902		390,433		136,272		130,933		1,562,438		4,456,584

Total	$	2,687,059	$	2,652,076	$	34,613,719	$	487,426	$	1,079,401	$	7,105,474	$	48,625,155

We expect to use approximately $12.0 million of the net proceeds from this offering to repay outstanding indebtedness. After the expected application of the net proceeds, we expect to have $30.8 million of outstanding indebtedness.

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Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements.

Cash Flows

Comparison of Year Ended December 31, 2013 to Year Ended December 31, 2012

	For the Twelve Months Ended December 31,

	2013			2012			$ Change			% Change
CASH FLOWS FROM OPERATING ACTIVITIES
Net income	$	34,172		$	586,352		$	(552,180	)		(94.2	)%
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation		148,547			124,576			23,971			19.2	%
Amortization of deferred financing fees		57,976			27,968			30,008			107.3	%
(Increase) decrease in accounts receivable		(463,700	)		31,800			(495,500	)		(1558.2	)%
Decrease in accrued interest		(154,795	)		(24,244	)		(130,551	)		538.5	%
Increase in accrued expenses		549,745			—			549,745
(Decrease) increase in accrued property taxes		(148,326	)		28,516			(176,842	)		(620.2	)%

Net cash provided by operating activities		23,619			774,968			(751,349	)		(97.0	)%

CASH FLOWS FROM INVESTING ACTIVITIES
Real estate acquisitions		(1,147,188	)		(3,811,770	)		2,664,582			(69.9	)%
Grain facilities construction		(255,999	)		(384,283	)		128,284			(33.4	)%
Irrigation additions		(246,228	)		(54,890	)		(191,338	)		348.6	%

Net cash used in investing activities		(1,649,415	)		(4,250,943	)		2,601,528			(61.2	)%

CASH FLOWS FROM FINANCING ACTIVITIES
Borrowings from mortgage notes payable		13,736,041			4,968,701			8,767,340			176.5	%
Repayments on mortgage notes payable		(6,869,535	)		(2,961,966	)		(3,907,569	)		131.9	%
Financing fees		(175,398	)		—			(175,398	)
Contributions		1,673,450			4,461,748			(2,788,298	)		(62.5	)%
Distributions		(6,764,912	)		(2,973,355	)		(3,791,557	)		127.5	%

Net cash provided by financing activities		1,599,646			3,495,128			(1,895,482	)		(54.2	)%

NET (DECREASE) INCREASE IN CASH		(26,150	)		19,153			(45,303	)		(236.5	)%
CASH, BEGINNING OF YEAR		42,955			23,802			19,153			80.5	%

CASH, END OF YEAR	$	16,805		$	42,955		$	(26,150	)		(60.9	)%

Cash paid during year for interest	$	1,439,113		$	1,164,414		$	274,699			23.6	%

Net cash provided by operating activities decreased $751,349, or 97.0%, during the year ended December 31, 2013, as compared to the year ended December 31, 2012, primarily related to the increased professional fees paid in 2013 of approximately $200,000, an increase in accounts receivable of $495,500 from Astoria Farms, our Predecessor's largest tenant, offset by an increase in rent of $374,238, and an increase in cash paid for interest of $274,699 related to the increase in indebtedness in the current year.

Net cash used for investing activities decreased because real estate acquisitions decreased $2,644,582, or 69.9%, during the year ended December 31, 2013, as compared to the year ended December 31, 2012, as a result of a decrease in acquisition activity.

Net cash provided by financing activities decreased, primarily because borrowings from mortgage notes payable increased $8,767,340, or 176.5%, and repayments increased $3,907,569, or 131.9%, during the year ended December 31, 2013, as compared to the year ended December 31, 2012, as a result of the refinancing of our Predecessor's then-largest outstanding loan.

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Our Predecessor incurred financing fees of $175,398 during the year ended December 31, 2013, in connection with the refinancing of our Predecessor's then-largest outstanding loan.

Our Predecessor had net distributions of $5,091,462 during the year ended December 31, 2013, compared to net contributions of $1,488,393 during the year ended December 31, 2012, as a result of an increased use of indebtedness, rather than related-party working capital, to finance operations.

Non-GAAP Financial Measures

Funds from Operations

We calculate FFO in accordance with the standards established by the National Association of Real Estate Investment Trusts, or NAREIT. NAREIT defines FFO as net income (loss) (calculated in accordance with GAAP), excluding gains (or losses) from sales of depreciable operating property, real estate related depreciation and amortization (excluding amortization of deferred financing costs) and after adjustments for unconsolidated partnerships and joint ventures.

FFO is a supplemental non-GAAP financial measure. Management presents FFO as a supplemental performance measure because it believes that FFO is beneficial to investors as a starting point in measuring our operational performance. Specifically, in excluding real estate related depreciation and amortization and gains and losses from sales of depreciable operating properties, which do not relate to or are not indicative of operating performance, FFO provides a performance measure that, when compared year over year, captures trends in occupancy rates, rental rates and operating costs. We also believe that, as a widely recognized measure of the performance of REITs, FFO will be used by investors as a basis to compare our operating performance with that of other REITs.

However, because FFO excludes depreciation and amortization and captures neither the changes in the value of our properties that result from use or market conditions nor the level of capital expenditures and leasing commissions necessary to maintain the operating performance of our properties, all of which have real economic effects and could materially impact our results from operations, the utility of FFO as a measure of our performance is limited. In addition, other equity REITs may not calculate FFO in accordance with the NAREIT definition as we do, and, accordingly, our FFO may not be comparable to such other REITs' FFO. Accordingly, FFO should be considered only as a supplement to net income as a measure of our performance. FFO should not be used as a measure of our liquidity, nor is it indicative of funds available to fund our cash needs, including our ability to pay dividends or service indebtedness. FFO also should not be used as a supplement to or substitute for cash flow from operating activities computed in accordance with GAAP.

The following table sets forth a reconciliation of historical and pro forma FFO to historical and pro forma net income, the most directly comparable GAAP equivalent (in thousands), for the periods indicated below:

				For the Years Ended December 31,

	Pro Forma for the Year Ended December 31, 2013			For the Years Ended December 31,
	Pro Forma for the Year Ended December 31, 2013			2013		2012
	(Unaudited)
Net income (loss)	$	(1,307,270	)	$	34,172	$	586,352
Depreciation		148,547			148,547		124,576

FFO	$	(1,158,723	)	$	182,719	$	710,928

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Earnings Before Interest, Taxes, Depreciation and Amortization

EBITDA is a key financial measure that our management uses to evaluate our operating performance but should not be construed as an alternative to operating income, cash flows from operating activities or net income, in each case as determined in accordance with GAAP. EBITDA is not a measure defined in accordance with GAAP. We believe that EBITDA is a standard performance measure commonly reported and widely used by analysts and investors in our industry. A reconciliation of net income to EBITDA is set forth in the table below.

EBITDA has limitations as an analytical tool, and you should not consider it in isolation, or as a substitute for analysis of our results as reported under GAAP. Some of these limitations are:

•: EBITDA does not reflect our cash expenditures, or future requirements, for capital expenditures or contractual commitments;
•: EBITDA does not reflect changes in, or cash requirements for, our working capital needs;
•: EBITDA does not reflect the interest expense, or the cash requirements necessary to service interest or principal payments, on our debt;
•: Although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future, and EBITDA does not reflect any cash requirements for these replacements; and
•: Other companies in our industry may calculate EBITDA differently than we do, limiting its usefulness as a comparative measure.

Because of these limitations, EBITDA should not be considered as a measure of discretionary cash available to us to invest in the growth of our business. We compensate for these limitations by relying primarily on our GAAP results of operations and using EBITDA only as a supplemental measure of our performance.

The following table sets forth a reconciliation of our historical and pro forma net income (loss) to our historical and pro forma EBITDA for the periods indicated below:

				For the Years Ended December 31,

	Pro Forma for the Year Ended December 31, 2013			For the Years Ended December 31,
	Pro Forma for the Year Ended December 31, 2013			2013		2012
	(Unaudited)
Net income (loss)	$	(1,307,270	)	$	34,172	$	586,352
Add:
Interest expense		1,005,809			1,342,294		1,161,978
Depreciation		148,547			148,547		124,576

EBITDA	$	(152,914	)	$	1,525,013	$	1,872,906

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Quantitative and Qualitative Disclosures About Market Risk

Market risk includes risks that arise from changes in interest rates, foreign currency exchange rates, commodity prices, equity prices and other market changes that affect market-sensitive instruments. In pursuing our business strategies, the primary market risk to which we are exposed is interest rate risk. Our primary interest rate exposure will be the daily LIBOR. We may use fixed interest rate financing to manage our exposure to fluctuations in interest rates. On a limited basis, we also may use derivative financial instruments to manage interest rate risk. We will not use such derivatives for trading or other speculative purposes.

At December 31, 2013, approximately $40.5 million, or 93.8%, of our debt had variable interest rates and approximately $2.6 million, or 6.2%, had fixed interest rates. Assuming no increase in the level of our variable rate debt, if interest rates increased by 1.0%, or 100 basis points, our cash flow would decrease by approximately $0.4 million per year. At December 31, 2013, LIBOR was approximately 17 basis points. Assuming no increase in the level of our variable rate debt, if LIBOR were reduced to 0 basis points, our cash flow would increase by approximately $0.7 million per year.

Inflation

All of the leases for the farmland in our initial portfolio are triple-net leases with one- to three-year terms, pursuant to which each tenant is responsible for substantially all of the operating expenses related to the property, including taxes, maintenance, water usage and insurance. As a result, we believe that the effect on us of inflationary increases in operating expenses may be offset in part by the operating expenses that are passed through to our tenants and by contractual rent increases since our leases will be renegotiated every one to three years.

Seasonality

Because the leases for substantially all of the properties in our initial portfolio require payment of 100% of the annual rent in advance of each spring planting season, we expect to receive substantially all of our cash rental payments in the first calendar quarter of each year, although we will recognize rental revenue from these leases on a pro rata basis over the non-cancellable term of the lease in accordance with GAAP.

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OUR BUSINESS AND PROPERTIES

Overview

Our principal source of revenue will be rent from tenants that conduct farming operations on our farmland. Upon completion of this offering, substantially all of the farmland in our initial portfolio will be leased to either Astoria Farms, which is controlled by Paul A. Pittman, our Executive Chairman, President and Chief Executive Officer, or Hough Farms, in which Mr. Pittman and Jesse J. Hough, who will provide consulting services to us, have an interest. See "—Description of Tenants." We refer to Astoria Farms and Hough Farms as our "related tenants" in this prospectus. The leases with our related tenants will be triple-net leases with terms ranging from one to three years and pursuant to which the tenant is responsible for substantially all of the property-related expenses, including taxes, maintenance, water usage and insurance, as well as all of the additional input costs related to the farming operations on the property, such as seed, fertilizer, labor and fuel. All but two of the leases that will be in place upon completion of this offering have fixed annual rental payments and provide that 100% of the annual rent is due and payable in advance of each spring planting season. Although our leases typically do not provide that lease payments are based on the revenue generated by our farm-operator tenants, all but one of the leases that will be in place upon completion of this offering have payment terms that represent approximately 35-45% of the revenue expected to be produced by farm operations at the respective property, which we believe is typical for farm leases in the midwestern United States. In the future, we expect that the farms that we acquire will be leased to farm-operator tenants unrelated to Mr. Pittman or us pursuant to similar triple-net leases. We believe this lease structure will help insulate us from the variability of farming operations and reduce our credit-risk exposure to farm-operator tenants. However, we may be exposed to tenant credit risk and farming operation risks, particularly with respect to leases that do not require advance payment of 100% of the annual rent (such as our lease for the Crane Creek farm), leases for which rent is based on a percentage of a tenant's farming revenues (such as our lease for the Baca farm) and leases with terms greater than one year.

Mr. Pittman, our Executive Chairman, President and Chief Executive Officer, and Luca Fabbri, our Chief Financial Officer, comprise our management team. In addition, effective upon completion of this offering, we will enter into the Consulting Agreement, pursuant to which Mr. Hough will advise us with respect to business strategies and related matters, including asset underwriting, asset acquisitions and

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accounting matters, as well as other matters reasonably requested by us during the term of the Consulting Agreement. See "Management—Consulting Agreement." Mr. Hough was previously a partner of Kennedy and Coe, a top 100 accounting firm that focuses on agribusiness accounting, and has worked with Mr. Pittman since late 2011, when Messrs. Pittman and Hough agreed to merge their respective farmland and farming operations holdings. See "—Our Real Estate Experience." Messrs. Pittman, Fabbri and Hough have more than ten, three and ten years of experience, respectively, as owners of agricultural real estate and operators of farming businesses and collectively have consummated over 70 transactions to acquire and consolidate various farmland parcels. As a result, we believe Messrs. Pittman, Fabbri and Hough have a deeper understanding of agribusiness fundamentals and greater insight into factors affecting the value of farmland than many of our competitors. Upon completion of this offering and the formation transactions, Mr. Pittman and Mr. Hough will own approximately 22.9% and 4.5%, respectively, of the fully diluted equity interests in our company, which we believe aligns their interests with those of our stockholders.

We are an internally managed Maryland corporation. We intend to elect to be taxed as REIT for U.S. federal income tax purposes commencing with our short taxable year ending December 31, 2014.

Our Real Estate Experience

Mr. Pittman, our Executive Chairman, Chief Executive Officer and President, was raised in Champaign, Illinois in a farm family and has spent the vast majority of his life in and around agriculture. Mr. Pittman received his B.S. degree in Agriculture at the University of Illinois. While pursuing a career as a lawyer and finance executive, Mr. Pittman purchased his first farm in 1999 when he acquired a farm in Fulton County, Illinois. Over the subsequent years, Mr. Pittman acquired additional farms in a five-county area in West-Central Illinois. In 2008, following the sale of Jazz Technologies, Inc., where Mr. Pittman had most recently served as the chief financial officer, Mr. Pittman committed himself full-time to acquiring and managing farmland. In 2001, Mr. Pittman began operating farms through his farming business, Astoria Farms, and its predecessors. Over his career, Mr. Pittman has acquired over 12,000 acres of farmland, including primary row crop farmland, and timberland, in over 70 transactions.

Mr. Fabbri, our Chief Financial Officer, has been involved in farmland investing since 2003, when he and Mr. Pittman first evaluated the feasibility of a publicly traded REIT focused on owning and managing farmland in the United States. In November 2011, Mr. Fabbri committed himself full-time to agriculture by joining Mr. Pittman as senior vice president and chief operating officer of Mr. Pittman's farming operations and, subsequently, the farming operations of Pittman Hough Farms. Since then, Mr. Fabbri has been involved in all aspects of the business, from strategic decision making to field operations. His primary focus has been on land acquisitions, including conducting due diligence on acquisition opportunities throughout the United States and acquiring farmland in Illinois, Nebraska and Colorado, the integration of technology in the operations of Pittman Hough Farms, investor relations and corporate development.

Mr. Hough, who will serve as our consultant pursuant to the Consulting Agreement, grew up in Bellwood, Nebraska on a family-owned farm where he assisted the farming operations in multiple capacities. After studying Business with an emphasis in Accounting at the University of Nebraska, Mr. Hough pursued a career in accounting with the firm Kennedy and Coe, LLC, a top 100 accounting firm that focuses on agribusiness accounting. Mr. Hough became a partner of Kennedy and Coe in 2005. While at Kennedy and Coe, Mr. Hough developed strong relationships with many of the largest farm entities in the United States, including Astoria Farms, which is controlled by Mr. Pittman. While pursuing his accounting career, Mr. Hough became the manager and co-owner of several farms in Butler County, Nebraska that were controlled by members of his immediate family. In late 2011, Mr. Hough and Mr. Pittman agreed to merge their respective farmland and farming operations holdings, which resulted in the formation of Pittman Hough Farms. Mr. Pittman, Mr. Hough and members of Mr. Hough's family are the primary owners of Pittman Hough Farms.

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We believe that the collective experience of Messrs. Pittman, Fabbri and Hough as owners and operators of farmland, and their backgrounds in law, finance and accounting, provide our company with a unique ability to successfully acquire and manage farmland in the United States.

Our Competitive Strengths

We believe the following competitive strengths distinguish us from many of our competitors:

•: High-Quality Initial Portfolio of Farmland. Our initial portfolio is comprised of 38 farms generally well located near large navigable river and railway systems and in agricultural markets that we believe are characterized by high demand for and limited available supply of primary row crop farmland. Furthermore, we believe that demand for primary row crops, such as corn and soybeans, which are the principal crops grown on the farms in our initial portfolio, will continue to increase to keep pace with rising global demand for food, livestock feed and biofuel.
•: Management Team with Extensive Experience in Agricultural Real Estate. Messrs. Pittman and Fabbri, our Executive Chairman, President and Chief Executive Officer and our Chief Financial Officer, respectively, and Mr. Hough, who will provide consulting services to us, have extensive experience as owners of agricultural real estate and operators of farming businesses. Messrs. Pittman, Fabbri and Hough have experience as owners and operators of farmland of more than ten, three and ten years, respectively. As a result of this extensive experience, we believe Messrs. Pittman, Fabbri and Hough have a deeper understanding of agribusiness fundamentals and greater insight into factors affecting the value of farmland than many institutional owners and acquirers of farmland, which we believe will be advantageous in, among other activities, structuring acquisitions and tenant leases.
•: Expansive Relationships in the Agricultural Sector. Messrs. Pittman's, Fabbri's and Hough's extensive experience as owners of agricultural real estate and operators of farming businesses has helped them build expansive and strong relationships across a broad network of businesses and individuals in the agricultural sector, including family and corporate farms, real estate brokers, lenders, auction houses and suppliers of agricultural goods. We believe that these relationships provide us with valuable market intelligence related to agriculture fundamentals and will give us access to acquisition opportunities, many of which may not be available to our competitors.
•: Early-Mover Advantage as a Leading Owner of Farmland. Ownership of U.S. farmland historically has been, and continues to be, extremely fragmented, with the vast majority of farmland being owned by families and individuals. According to the USDA, as of 2007, approximately 87% of farms in the United States were owned by families, and the average age of principal farm operators in the United States was 57 years old. We will be one of the first public companies focused on owning and acquiring farmland in the United States and the only public REIT focused on primary row crop farmland. We believe our flexible capital structure, together with our ability as a public company to access the capital markets, will allow us to secure an early-mover advantage to become a large-scale, national owner of high-quality farmland.
•: Flexible Capital Structure Positioned for Growth. Upon completion of this offering and the formation transactions and after the expected application of the net proceeds from this offering, we will have $51.6 million of available cash and $30.8 million of outstanding indebtedness. In addition, we expect to enter into a $30.0 million secured revolving credit facility concurrently with, or shortly after, the completion of this offering. We also intend to use OP units as currency to acquire farmland from owners seeking to defer their potential taxable gain and diversify their holdings. We believe that our available cash and the expected borrowing capacity under our anticipated credit facility, combined with our ability to place mortgage indebtedness on our unencumbered properties and to use OP units as acquisition currency, will provide us with significant financial flexibility to fund future growth while maintaining prudent debt levels.

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•: Strong Alignment of Interests. In connection with the formation transactions, Mr. Pittman, our Executive Chairman, President and Chief Executive Officer, and Mr. Hough, who will provide consulting services to us, will indirectly receive, as a result of their ownership interests in Pittman Hough Farms, OP units having an aggregate value of $25.8 million as consideration for their interests in the properties comprising our initial portfolio. In addition, upon completion of this offering, we expect to grant an aggregate of $2.8 million in restricted shares of our common stock to Messrs. Pittman, Fabbri and Hough, and an aggregate of $225,000 in restricted shares of our common stock to our independent directors. As a result, upon completion of this offering and consummation of the formation transactions, our executive officers, our directors and Mr. Hough collectively will own approximately 28.2% of our company on a fully diluted basis, which we believe aligns their interests with those of our stockholders.

Our Business and Growth Strategies

•

Focus on Current Rental Income Generation and Long-Term Appreciation. We own and intend to acquire farmland that we believe offers attractive risk-adjusted returns through a combination of stable rental income generation and value appreciation. We expect to lease our farmland to experienced and successful third-party farm operators, including sellers who desire to continue farming the land after we acquire it. We expect our farmland leases to generate stable short-term cash flows and increasing rental income over the long term. In addition, we intend to hold our properties for investment with a view to long-term appreciation, which we believe will result in attractive risk-adjusted returns to our stockholders. However, if we believe it to be in the best interests of our stockholders, we may elect to sell one or more of our properties from time to time in a manner consistent with our investment objectives and our intention to qualify as a REIT. For example, Mr. Pittman purchased the 340-acre Eaton farm in Mason County, Illinois on November 6, 2006 for a price of $1,299,051, or approximately $3,890 per acre. After determining that he could realize a significant profit and return on his investment, Mr. Pittman sold the farm on February 23, 2012 for $3,188,745, or approximately $9,550 per acre. Excluding any imputed rents, income from farming operations or holding costs (such as property taxes), Mr. Pittman's purchase and sale of the Eaton farm generated an unlevered return of 145% over his holding period of 64 months, or approximately 18.5% per annum. We can provide no assurances that the value of our farmland will appreciate, that we will realize any appreciation of it or that we will realize returns of the same magnitude as that of Mr. Pittman's in this transaction.

•

Continue Our Disciplined Farmland Acquisition Strategy Based on Agriculture Fundamentals. We intend to continue to acquire high-quality farmland that we believe is positioned to take advantage of global food supply and demand trends and is located in geographic areas that historically have had a stable population of experienced and successful farm operators. We intend to benefit from Messrs. Pittman's, Fabbri's and Hough's extensive experience as owners and operators of agricultural real estate to identify acquisition opportunities that satisfy our investment criteria and underwriting standards. We expect our acquisition strategy will include the following key components:

•: Target Farms of Varying Sizes —We intend to acquire farms of varying sizes. We believe that Messrs. Pittman's, Fabbri's and Hough's extensive experience as owners and operators of farmland allows us to perform due diligence on smaller farms quickly and efficiently, which

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provides us with an advantage over larger competitors that we believe do not have the investment focus or flexibility to pursue acquisitions of smaller farms. In addition, we believe small individual and family farmland buyers often are not as well capitalized as we will be and may be unable to compete with us for acquisition opportunities of larger farms comprised of 1,500 or more tillable acres.

•: Acquire Farmland from Undercapitalized Owners— While we do not believe there is widespread financial distress among farmland owners, we do believe that, to a limited extent, undercapitalization, overleverage, mismanagement and unforeseen circumstances at some individual and family farms will provide opportunities for us to acquire high-quality farmland at attractive prices, potentially in sale-leaseback transactions. We believe Messrs. Pittman's, Fabbri's and Hough's knowledge of agribusinesses fundamentals and broad network of relationships will allow us to pursue acquisition opportunities from undercapitalized or unsuccessful sellers in markets where we believe we can find experienced and successful farm operators (including, in some cases, the existing owners) to lease the farmland from us at competitive rates and where we believe market fundamentals support future value appreciation potential.
•: Use OP Units as Acquisition Currency— We believe there are a large number of farm operators and farm families that own farmland that has substantially appreciated in value. According to the USDA's most recent published data, as of 2007, the average age of principal farm operators in the United States was 57 years old, with 30% age 65 or older, and the average age has been increasing steadily in recent years. As a result, we believe that many farm-owning families have estate planning needs and a desire to defer current income taxes, and that our ability to offer OP units as acquisition currency will provide us with a strategic advantage over other potential farm buyers and possibly induce these prospective sellers to sell their farms earlier than they otherwise would in cash-only transactions.

•: Diversify our Portfolio by Geography, Crop Type and Tenant. In the future, we intend to acquire additional farmland in agricultural markets outside our existing markets to mitigate the risks associated with concentrating our portfolio in a limited number of agricultural markets. We intend to focus on geographic areas with substantial farming infrastructure and low transportation costs, including markets with access to river and rail transportation and with a relatively large and stable population of experienced farm operators as potential tenants. In addition, while we believe that primary row crop farmland provides the greatest opportunity for value appreciation and increasing rental income over time, we believe that global demand for staples such as rice and cotton also will provide attractive opportunities to acquire farmland in areas such as the southeastern United States and Texas. Substantially all of the properties in our initial portfolio will be leased to our related tenants. In the future, we expect that most of the farms that we acquire will be leased to farm-operator tenants unrelated to Mr. Pittman or us pursuant to triple-net leases, which we believe will enable us to avoid risks associated with exposure to a single tenant or a limited number of tenants.
•: Utilize Our Real Estate Management Platform to Achieve Economies of Scale. We believe that the overhead costs associated with the business of owning and leasing farmland are less than those required by other property types, such as office, multifamily and retail, due to the limited asset management, capital expenditure and tenant improvement requirements for farmland and a near-zero vacancy rate for quality farmland in quality markets. In addition, we intend to lease all of our properties under triple-net leases, pursuant to which our tenants will be responsible for substantially all of the property-related expenses of the properties, including taxes, maintenance, water usage and insurance, as well as all of the additional input costs related to the farming operations on the property, such as seed, fertilizer, labor and fuel. As a result, we believe that our existing systems and personnel are capable of supporting a significant increase in the size of our portfolio without a proportional increase in administrative or management costs. We also

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believe that, once we achieve scale in our portfolio, we will be able to realize significant cost savings and greater operational efficiency.

Investment Focus

We seek to invest in farmland that we believe offers an attractive risk-adjusted combination of stable rental income generation and value appreciation. We expect our principal investment focus to be on primary row crop farmland located in agricultural markets throughout North America. On a limited basis, we may acquire properties not fitting such principal investment focus for diversification purposes or if we believe that the expected total risk-adjusted return from the individual investment is particularly attractive. We also may acquire properties related to farming, such as grain storage facilities, grain elevators, feedlots, processing plants and distribution centers, as well as livestock farms or ranches. In addition, to a more limited extent, we may provide senior secured first-lien mortgage loans for the purchase of farmland and properties related to farming, but only to the extent we would be willing to acquire the underlying asset.

Annual Row Crops

We intend to buy farms that produce annual row crops and do not expect to buy a substantial amount of farmland used for permanent crops. We believe that annual row crop farmland has less risk than permanent crop farmland because annual row crops require less time and capital to plant. If a farm operator loses an annual row crop to drought, flooding, fire or disease, the farm operator can generally resume production on the land in a few weeks or months. However, if a farm operator loses a permanent crop, there generally would be significant time and capital needed to return the land to production because a tree or vine may take years to grow before bearing fruit. Annual row crop farmland also enables the farm operator to rotate crop types to improve soil quality, react to commodity price trends and adopt improved crop varieties. Permanent crop farmland is dedicated to one crop during the lifespan of the trees or vines and therefore cannot be rotated to adapt to changing conditions. As a result, we believe that annual row crop farmland has a lower risk profile than permanent crop farms.

Primary Row Crops

We believe, for the following reasons, that primary row crop farmland is more likely to appreciate and provide increasing rental income over time than fresh produce farmland:

•: Primary row crops constitute a large portion of the global demand for agricultural products, and offer the most direct exposure to the fundamentals (population growth, GDP per capita growth and biofuels) that we expect will drive farmland values for the foreseeable future;
•: Primary row crops are easily transported in bulk, and generally are not subject to regional market dynamics;

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•: In contrast to fresh produce, which is heavily dependent on local market demand because of its perishability, primary row crops are less perishable and can be stored during periods of abundant production and sold during periods of scarcity; and
•: Primary row crop production involves little overhead and is capital intensive, and a large portion of the added value accrues to farmland as its most scarce production factor.

U.S. Farmland Property

We believe that the United States offers farmland investors exposure to financial benefits driven by the fundamentals of agricultural production and farmland appreciation without many of the risks that come with farmland investments in many other countries. In the United States, the farmland market is relatively liquid and there is virtually no land title risk. Moreover, the United States has the largest, lowest-cost grain transportation infrastructure in the world, leaving more margin to the grain producer and landowner. Lastly, we believe that in most major U.S. agricultural markets, multiple quality farm-operator tenants compete for farmland lease opportunities.

Leased Properties

Farming land for crops carries significant operating risk. If a crop fails or the land does not produce the anticipated amount of crops, the farm operator may experience an economic loss. We believe that through leasing farmland, rather than farming it, we will mitigate this risk significantly. We intend to lease most of our properties on a fixed-rent basis that does not depend on the success of the tenant's farming operations. Moreover, all but two of the leases in our initial portfolio provide that 100% of the annual rent is due and payable in advance of each spring planting season, and we expect that most of the fixed-rent leases we enter into in the future will have a similar requirement, which reduces our credit-risk exposure in the event of operational issues with the farm-operator tenant. However, to the extent we enter into leases that do not require advance payment of 100% of the annual rent or have terms greater than one year (as with 23 of the 38 farms in our initial portfolio), we may be subject to tenant credit risk and more susceptible to the risks associated with declines in the profitability of tenants' farming operations. We may use variable-rent leases, which depend in part on crop yields and prices, in regions where such arrangements are prevalent or when we expect that such arrangements will be more profitable to us on a risk-adjusted basis. For example, under the lease for our Baca farm in Colorado, rather than receiving a fixed annual rental payment, we will receive as rent 25% of the tenant's annual farming revenue related to the Baca farm, which we believe is more typical than cash-basis rent in the high plains region of the United States where the Baca farm is located. We also may utilize hybrid lease arrangements that require a modest rent payment at lease inception and an additional rent payment based on a percentage of the revenue from the tenant's harvest for that year.

We expect to continue to lease the majority of our farmland and other farming related properties under triple-net leases, which require the tenant to either pay or reimburse us for substantially all of the property-related expenses, including taxes, maintenance, water usage and insurance, as well as all of the input costs related to the farming operations, such as seed, fertilizer, labor and fuel. The rental payments we receive from the farm operators will be the primary source of any distributions that we make to our stockholders.

We expect that over time rental income will increase. Most farmland in the areas where we own or intend to acquire land is leased under short-term leases (typically three years or less), and we plan to lease our property under short-term leases. By entering into short-term leases, we believe we will be in a position to increase our rental rates when the leases expire and are renewed or the land is re-leased, if prevailing rental rates have increased. However, we can provide no assurances that we will be able to increase our rental rates, or even maintain them at the same level, when the leases are renewed or the land is re-leased.

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We believe quality farmland has a near-zero vacancy rate, and we believe that high-quality farmland in an area with a competitive tenant environment is generally leased and farmed each year. For leases that provide that rental payments for a crop year are generally due in advance of the spring planting season, in the event of a tenant's failure to pay rent when due, we will seek to terminate the lease and rent the property to another tenant that could then plant and harvest a crop that year. As a result, we believe there is a reduced risk of vacancy on our properties when compared to most other types of commercial properties, such as office buildings or retail properties.

Tenants

We believe the areas where we own and intend to acquire farmland are characterized by a competitive farm-operator tenant environment, with multiple experienced farm operators seeking to expand their operations by leasing additional farmland.

Of the 38 farms in our initial portfolio, 32 farms are leased to Astoria Farms and four farms are leased to Hough Farms. Mr. Pittman has a 28.3% indirect partnership interest in, and controls, Astoria Farms, and has an 18.75% indirect partnership interest in Hough Farms. Mr. Hough has a 4.3% indirect partnership interest in Astoria Farms and a 28.3% indirect partnership interest in Hough Farms. Mr. Hough manages the farming operations of both of our related tenants. We expect that most of the properties we acquire following the completion of this offering and our formation transactions will be leased to third-party tenants unrelated to Mr. Pittman, Mr. Hough or us. However, we may lease newly acquired properties to entities affiliated with our management team if they are willing and able to pay a higher rental rate than other third-party tenants. The renewal of any of the existing leases with Astoria Farms or Hough Farms and any new leases with these entities or any other entity affiliated with our management team or Mr. Hough will require the approval of a majority of the independent members of our Board of Directors.

Family-Owned Properties

According to the USDA, as of 2007, approximately 87% of farms in the United States were owned by families. We believe that many farm families and individuals may wish to simultaneously sell and lease their property back and continue their agricultural businesses under short-term, net leases. Sellers in these sale-leaseback transactions can use the sale proceeds to repay existing indebtedness, for growth of their farming operations or in other business endeavors. We believe that the farmland that we acquire and do not simultaneously lease back to the seller can be leased at attractive rental rates to other independent or corporate farm operators.

As an alternative to selling their farmland to us in an all-cash transaction, we believe that many farm owners may be interested in selling their farmland to us in exchange for OP units in order to have an equity interest in our company and participate in any appreciation in value of our properties. By making such an exchange, these farm owners would become investors in a more diversified portfolio of agricultural real estate. Under certain circumstances, the exchange of real estate for OP units is a tax-deferred exchange under U.S. federal income tax laws. In addition, because we intend to make cash distributions each quarter, OP unit holders would receive regular quarterly cash distributions. Finally, OP unit holders would have the flexibility to redeem their OP units in the future for cash, or, at our election, shares of our common stock that they could then sell in the public market, thereby allowing these sellers to determine the timing of recognizing taxable gain. Because we expect the issuance of OP units in exchange for farmland generally will be driven by the desires of prospective sellers, we do not know how frequently we will issue OP units in exchange for farmland properties. However, we believe that using OP units as acquisition consideration can be a significant part of our property acquisition strategy.

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Other Investments

In the future, we may diversify into farmland that is suitable for growing annual row crops other than primary row crops, such as fresh produce, cotton, peanuts, biofuel feedstocks, livestocks or permanent crops. We also may acquire properties related to farming, such as grain storage facilities, grain elevators, feedlots, processing plants and distribution centers, as well as livestock ranches. We currently own three grain storage facilities, two of which are in Illinois and one of which is in Nebraska. In addition, to a more limited extent, we may provide senior secured first-lien mortgage loans for the purchase of farmland and properties related to farming, but only to the extent we would be willing to acquire the underlying property.

Underwriting Criteria and Due Diligence Process

Selecting the Property

We intend to acquire farmland that offers an attractive risk-adjusted balance of current returns and appreciation potential. We believe Messrs. Pittman's, Fabbri's and Hough's deep understanding of agribusiness fundamentals and insight into factors affecting the value of farmland will allow us to identify properties consistent with our investment criteria. We believe the following factors are important in the selection of farmland:

•

Soil Quality —Soil quality is a fundamental determinant of farmland productivity and therefore of its value. In considering farmland for purchase, we will take soil quality into consideration to determine whether the farmland is attractively priced. In general, we intend to focus on farmland with average or better-than-average soil.

•

Water Availability —Availability of water is essential to farming and is a major consideration in determining the value of farmland. With regard to water availability, we intend to purchase three types of properties:

•: Farmland located in areas with sufficient natural precipitation in an average year for the crops expected to be grown. When appropriate, we may improve these properties by installing wells and irrigation equipment;
•: Farmland with access to water via wells in areas where the underground water supply is regularly replenished annually by natural precipitation or where the irrigation water supply is annually replenished from surface sources; and
•: Farmland with access to water via wells in areas where the water table is dropping year over year, but where the valuation and current return expectations appropriately reflect the expected decline in value as water runs out.

•

Robust and Competitive Tenant Environment— We intend to focus primarily on farmland located in areas characterized by a robust and competitive tenant environment, with a relatively large population of experienced farm operators as potential tenants.

•

Market Access— Due to the higher costs of road transportation, the location of farmland relative to points of demand (e.g., grain elevators, feedlots and ethanol plants) or access to low-cost transportation (e.g., river ports and rail loading facilities) is one of the factors that impacts its value. We intend to focus on acquiring additional farmland in areas with substantial farming infrastructure and low transportation costs, including markets with access to river and rail transportation.

•

Climate— We will focus our investment activity in regions with favorable climates for growing primary row crops, taking into consideration expected crop varietal availability and climate trends.

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We will perform a due diligence review with respect to each potential property acquisition. The due diligence investigation will include both property-specific factors (e.g., soil types and fertility, water availability and rights, topographical characteristics and property taxes) and location-specific factors (e.g., climate, tenant availability and quality and market access). As part of our due diligence process, we also will perform a valuation of each target property and estimate expected lease rates.

Selecting Tenants

We intend to focus primarily on farmland located in areas with a robust and competitive environment of experienced tenants. In general, the tenant selection process will focus primarily on candidates' experience and reputation based upon background and reference checks of potential tenants, as well as their willingness and ability to pay competitive rental rates. We will consider similar factors in analyzing sale-leaseback transactions. In areas where we already own one or more properties, we may give our existing local tenants priority consideration, especially in exchange for sourcing a property acquisition opportunity. We intend to mitigate tenant credit risk by requiring full payment of a year's rent in advance of each spring planting season whenever possible or, to a more limited extent, the provision of a letter of credit to back up the tenant's lease obligations. In addition, we intend to monitor our existing tenants by periodically conducting site visits of the farms and meeting with the tenants to discuss their farming operations and the condition of the farms. However, in some circumstances, we may be exposed to tenant credit risk and may be subject to farming operation risks, such as adverse weather conditions and declines in commodity prices, particularly with respect to leases that do not require advance payment of 100% of the annual rent (such as our lease for the Crane Creek farm), variable-rent leases for which the rent is based on a percentage of a tenant's farming revenues (such as our lease for the Baca farm) and leases with terms greater than one year (such as the leases for 23 of the 38 farms in our initial portfolio). See "Risk Factors—Risks Related to Our Business and Properties—We do not intend to continuously monitor and evaluate tenant credit quality and may be subject to risks associated with our tenants' financial condition and liquidity position."

Upon completion of this offering and the formation transactions, our related tenants, Astoria Farms and Hough Farms, will lease 84.0% of the total acres in our initial portfolio. See "—Description of Tenants." We expect that most of the properties we acquire following the completion of this offering will be leased to third-party tenants unrelated to Mr. Pittman, Mr. Hough or us. However, we may lease newly acquired properties to entities affiliated with our management team if they are willing and able to pay a higher rental rate than competing third-party tenants. The renewal of any of the existing leases with Astoria Farms or Hough Farms and any new leases with these entities or any other entity affiliated with our management team will require the approval of a majority of the independent members of our Board of Directors.

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Our Initial Portfolio

Upon completion of this offering and consummation of the formation transactions, we will own a 100% fee simple interest in 38 farms located in Illinois, Nebraska and Colorado, consisting of a total of approximately 7,300 total acres of farmland, as well as three grain storage facilities. We expect to enter into new leases for 36 of the 38 farms and the three grain storage facilities in our initial portfolio prior to the completion of this offering, which leases will be effective upon completion of this offering, and to assume two existing leases (for the Baca and Crane Creek farms) from our Predecessor in connection with the formation transactions. For additional information regarding the leases that will be in place upon completion of this offering and the formation transactions, see "—Description of Our Leases." The table below provides certain information regarding each property in our initial portfolio.

Property Name	County, State				2014 Contractual Rent(2)

Pella Bins and Tracks(3)(4)	McDonough, IL	10/1/2007	459	490	$	229,497	12/31/2015
		3/1/2010
Kaufman	McDonough, IL	12/1/2010	338	427		170,800	12/31/2016
Cleer(4)(5)	Fulton, IL	9/1/2007	271	298		155,895	12/31/2014
Matulka(6)	Butler, NE	1/1/2012	234	242		144,300	12/31/2016
Big Pivot(4)	Mason, IL	1/1/2007	336	342		136,608	12/31/2016
Curless(4)	Fulton, IL	1/1/2009	250	250		112,500	12/31/2015
Pumphouse West	Schuyler, IL	11/1/2008	267	317		101,440	12/31/2016
Scripps(4)	Schuyler, IL	12/1/2000	299	310		99,200	12/31/2014
Baca(4)(7)(8)	Baca, CO	11/1/2010	725	961		96,100	12/31/2014
Stelter(4)	Mason, IL	1/1/2008	234	234		93,600	12/31/2014
Henninger(4)	Schuyler, IL	1/1/2004	232	232		92,903	12/31/2015
John's Shop	McDonough, IL	12/1/2004	199	205		92,250	12/31/2015
		11/1/2006
Tazewell	Tazewell, IL	1/1/2008	241	241		84,270	12/31/2015
Crane Creek(4)(7)	Schuyler, IL	6/1/2003	211	211		68,575	12/31/2014
Stanbra/Zeller	Butler, NE	1/1/2012	178	181		72,400	12/31/2016
Bardolph(4)	McDonough, IL	4/1/2008	147	160		71,978	12/31/2014
Symond(4)	Mason, IL	12/21/2012	195	200		69,864	12/31/2016
Pella Kelso(4)	McDonough, IL	11/1/2007	111	115		51,818	12/31/2014
Duncantown(4)	Fulton, IL	2/1/2008	151	172		51,732	12/31/2014
Dilworth(4)	McDonough, IL	6/9/2011	112	115		51,687	12/31/2016
Weber(4)	Schuyler, IL	4/1/2001	146	153		48,960	12/31/2015
Zeagers(9)	Butler, NE	12/26/2012	118	120		48,000	12/31/2014
Copes(4)	Schuyler, IL	12/1/2007	123	137		47,894	12/31/2014
Beckerdite(4)	Schuyler, IL	2/12/2012	112	120		44,936	12/31/2015
Smith	McDonough, IL	6/26/2013	95	100		44,793	12/31/2014
Busch(4)	Mason, IL	12/1/2010	109	110		41,250	12/31/2014
Pumphouse East	Schuyler, IL	6/1/2003	112	125		40,000	12/31/2014
Adair FS(4)	McDonough, IL	1/1/2006	73	75		33,894	12/31/2016
Ambrose(4)	Mason, IL	12/1/2006	80	80		32,132	12/31/2016
Crabtree(4)	Mason, IL	11/1/2009	77	79		31,676	12/31/2015
Kelly	Butler, NE	6/29/2012	74	75		30,000	12/31/2014
Heap	McDonough, IL	9/11/2011	70	79		29,610	12/31/2016
Table Grove(4)	Fulton, IL	11/1/2006	58	60		27,000	12/31/2016
McFadden MD(4)	McDonough, IL	10/8/2012	88	107		26,673	12/31/2014
Parr(4)	Fulton, IL	11/1/2008	61	79		23,736	12/31/2016
Skien	Fulton, IL	4/27/2011	45	52		16,730	12/31/2015
Estep(4)	Mason, IL	3/28/2011	35	35		13,253	12/31/2015
McFadden SC(4)	Schuyler, IL	10/8/2012	31	34		11,560	12/31/2014

TOTAL			6,697	7,323	$	2,639,514

(1): Date acquired by our Predecessor. Certain farms were consolidated by purchasing land parcels in multiple transactions.

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(2): Based on the terms of the new leases that will be entered into in connection with the formation transactions, other than the leases for Baca and Crane Creek, which leases we will assume in connection with the formation transactions.
(3): $11,000 of the 2014 contractual rent for this property is attributable to an adjacent grain storage facility.
(4): Property serves as collateral for a $34.5 million multi-property loan. We intend to use a portion of the net proceeds from this offering to repay approximately $4.5 million of the outstanding principal balance on this loan. See "Use of Proceeds" and "Management's Discussion and Analysis of Financial Condition and Results of Operations—Description of Certain Indebtedness—Multi-Property Loan."
(5): $44,000 of the 2014 contractual rent for this property is attributable to an adjacent grain storage facility.
(6): $47,500 of the 2014 contractual rent for this property is attributable to an adjacent grain storage facility.
(7): Property is leased to a third-party farm operator that is not related to Mr. Pittman, Mr. Hough or us.
(8): Under the lease for Baca, rather than receiving a fixed annual rental payment, we will receive as rent an amount equal to approximately 25% of the tenant's annual farming revenue related to the Baca farm. The amount shown in the table above as 2014 contractual rent is an estimate based on the amount of rent we received under similar rent structures in 2012 and 2013, which was $112,285 and $72,179, respectively. See "—Description of Our Leases."
(9): Property serves as collateral for a $1.8 million mortgage loan. We intend to use a portion of the net proceeds from this offering to repay approximately $1.0 million of the outstanding principal balance on this loan. See "Use of Proceeds."

Farmland Acquisitions under Evaluation

In the normal course of our business, our management team regularly evaluates the market for farmland acquisitions and compiles an internal list of potential acquisition targets based on management's assessment of farmland properties that are currently being marketed for sale or which we have identified through our management team's network of relationships. As of the date of this prospectus, we have identified and are in various stages of reviewing 15 potential farm acquisitions comprising an aggregate of approximately 43,000 acres of farmland with an estimated aggregate purchase price of approximately $151 million, based on our preliminary discussions with sellers, listed sale prices for marketed farmland and/or our internal assessment of the values of the farmland. We believe each of the farms being evaluated by us for potential acquisition meets our investment criteria. We have engaged in preliminary discussions with some of the owners, commenced the process of conducting diligence on certain of these farms and submitted non-binding indications of interest or term sheets to the owners of two of these farms. However, we have not agreed upon price or terms relating to, and, prior to completion of this offering, do not expect to agree upon price and terms or enter into binding commitments with respect to the acquisition of any farm, and therefore do not believe any potential farm acquisition is probable at this time. Accordingly, there can be no assurance that we will complete the acquisition of any farm that we are currently evaluating or that the purchase prices of the farmland acquisitions under evaluation will be in the amounts we currently anticipate.

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involve environmental and structural due diligence and complex loan assumption or payoff negotiations. Inspection periods in farmland acquisition agreements, if they exist at all, are generally less than 15 days, and land titles typically do not contain many of the encumbrances, such as easements, zoning and land use restrictions, that are common in real estate titles in incorporated areas. As a result, notwithstanding that we currently do not have any binding commitments, definitive purchase agreements or other informal arrangements with respect to any potential farmland acquisitions, we may enter into definitive purchase agreements with respect to farms, including farms we have been evaluating, within a short time period after completion of this offering, and we could complete the acquisition of such farms within approximately 90 days after the completion of this offering. However, we can provide no assurances that we will complete any such farmland acquisitions within the timeframe we anticipate or at all.

Description of Our Initial Properties

Farmland

All of our farmland is primarily suited to growing annual row crops. In most cases, nearly all of the acreage is tillable, with the exception of roads, ditches and, in some cases, small patches of timber or other untillable land. The Baca farm has approximately 675 acres under pivot irrigation and approximately 50 acres of tilled dry land, but we do not consider the balance of approximately 236 acres to be tillable because the farm's limited water supply is being directed to the acres under pivot irrigation.

All of our farmland, except the Baca farm, has been used to grow corn and soybeans for the past several years. Due to its geographic location and water availability, the Baca farm is used to grow a mix of corn, wheat and sorghum. The type of crop grown on our farmland may change depending on various factors, and farm operators who lease our land may rotate crop types from year to year to improve soil quality, in reaction to commodity price trends and to adopt improved crop varieties.

Most of farmland is irrigated solely by rainfall, which in an average year is sufficient to grow a corn or soybean crop to its full potential. The Baca, Big Pivot, Busch, Crabtree, Matulka, Stelter, Symond, Tazewell and Zeagers farms are irrigated with center pivot irrigation equipment. All of our irrigated farmland, except the Baca farm, relies on underground water sources that are replenished on an annual basis. The aquifer that the Baca farm relies on is insufficient for full pivot irrigation, and due to dropping levels may cease to be useful for irrigation purposes at some point over the next two decades (at which point we expect the farm will be used to grow crops that do not rely on irrigation, such as wheat or sorghum).

Our farmland is generally well-drained. Our Henninger, Pumphouse East, Pumphouse West, Scripps and Weber farms are located along the Illinois river within the Big Lake Drainage District; our Curless farm is located within the Sea Horn Drainage District; and our Crane Creek farm is located within the Crane Creek Drainage and Levee District. They are protected by levees maintained by the U.S. Army Corps of Engineers, and the drainage district provides drainage services through ditches and a pumping station.

The topography of the tillable portion of our farmland is mostly flat and is easily accessible, primarily because it is located alongside roads. All of our farmland is located near one of our grain storage facilities or a commercial grain elevator.

Grain Storage Facilities

Cleer—Fulton County, IL

The grain drying and storage facility located on the Cleer farm was built in 2011 at commercial grade elevator standards. It has two 150,000-bushel dry bins (with commercial grade drying fans and internal temperature cables), one 15,774-bushel wet bin, a two-stack centrifugal grain dryer (capable of

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drying up to 2,450 bushels per hour at five points of moisture reduction), an unloading pit (5,500-brake horsepower, or bhp, capacity), legs and a small building with system controls and a workspace.

Matulka—Butler County, NE

The grain drying and storage facility located on the Matulka farm was built in stages beginning in 2010 at commercial grade elevator standards. It has two 50,000-bushel bins with drying floors and fans (not heated), three 45,000-bushel bins with drying floor and fans (both heated and not), one 35,000-bushel wet tank bin, one tower grain dryer (capable of drying up to 1,500 bushels per hour at five points of moisture reduction), one 5,000-bushel overhead bin, unloading pit and legs.

Pella—McDonough County, IL

The Pella bin site has two 60,000-bushel bins and two 20,000-bushel bins, which are approximately five years old, and two 2,000-bushel bins, which are approximately 40 years old.

Historical Occupancy and Rent

The following table sets forth, for each of the years ended December 31, 2013, 2012 and 2011, the occupancy and average rent per acre, as well the total rent and total acreage, for the properties that will comprise our initial portfolio.

Year Ended December 31,				Total Rent		Average Rent per Acre

2013	100	%	7,323	$	2,350,025	$	321
2012	100	%	6,763	$	1,975,787	$	292
2011	100	%	5,951	$	1,421,934	$	239

Description of Our Leases

In connection with the formation transactions, the existing leases between our Predecessor and our related entities for 36 of the 38 farms and the three grain storage facilities in our initial portfolio will be terminated, and we will enter into new leases with our related tenants, which leases will become effective upon completion of this offering. We will not incur any termination fees in connection with the termination of the leases between our Predecessor and our related tenants. In connection with the FP Land Merger, we will assume the existing 2014 leases for the Baca and Crane Creek farms, which our Predecessor entered into in early 2014.

Our Predecessor's Leases

The following table provides information regarding our Predecessor's leases for the year ended December 31, 2013.

2013 Leases	Term	Type of Rental Payment	Timing of Rental Payment

Related-tenant leases(1)	1 year	Adjustable cash-basis(1)	Due on demand
Baca	1 year	Crop-share(2)	Due at harvest
Crane Creek	1 year	Fixed cash-basis(3)	50% in February; 50% December

(1): Includes the leases for the 36 farms and three grain storage facilities that were leased to either Astoria Farms or Hough Farms, our related tenants. The leases provided for a fixed cash rental payment that was subject to certain adjustments agreed to by our Predecessor and our related tenants.
(2): At harvest, our Predecessor received 25% of the crop yield, which our Predecessor was responsible for marketing and selling.
(3): The rent was fixed and was paid in cash.

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Expenses. All of our Predecessor's leases with our related tenants were triple-net leases pursuant to which the tenant was responsible for all of the property-related expenses, including taxes, maintenance, water usage and insurance, as well as all of the additional input costs related to the farming operations on the properties, such as seed, fertilizer, labor and fuel. Under the leases for 2013, our related tenants paid the property taxes for the farms directly. Under our Predecessor's lease for the Baca farm, our Predecessor paid all of the property taxes. Under our Predecessor's lease for the Crane Creek farm, the tenant was responsible for all of the property-related expenses (other than property taxes), as well as all of the input costs related to the farming operations on the property.

Renewal Rights. None of our Predecessor's leases provided the tenant with a contractual right to renew the lease upon its expiration; however, we provided the existing tenant with the opportunity to renew the lease upon expiration, subject to any increase in the rental rate that we established.

Sublease Rights. Under all of our Predecessor's leases, any sublease by the tenant required the prior consent of our Predecessor.

Leases in Place Upon Completion of This Offering

The following table provides information regarding the leases that will be in place upon the completion of this offering and our formation transactions.

2014 Leases	Term	Type of Rental Payment	Timing of Rental Payment

Related-tenant leases(1)	1 - 3 years	Fixed cash-basis(1)	100% due on March 1(1)
Baca	1 year	Variable(2)	Due at harvest
Crane Creek	1 year	Fixed cash-basis(3)	50% in February; 50% in December

(1): Includes the leases for the 36 farms and three grain storage facilities that will be leased to either Astoria Farms or Hough Farms, our related tenants. Each lease will provide for a fixed rental payment payable in cash. The multi-year leases do not provide for rent escalations. For 2014, the annual rental payment for each lease will be due within ten days of the completion of this offering. In subsequent years, the annual rental payment will be due on March 1 of each year.
(2): Under the Baca lease for 2014, the tenant will be responsible for marketing and selling all of the crop yield, and we will receive as rent an amount equal to approximately 25% of the tenant's annual farming revenue related to the Baca farm.
(3): The rent will be fixed and payable in cash.

Expenses. All of our leases will be triple-net leases pursuant to which the tenant is responsible for all of the property-related expenses, including taxes, maintenance, water usage and insurance, as well as all of the additional input costs related to the farming operations on the properties, such as seed, fertilizer, labor and fuel. Under the Baca lease and the Crane Creek lease for 2014, we will pay the property taxes related to each of the farms and will be reimbursed by the tenants for those property taxes no later than December 1, 2014. Under our leases with our related tenants, the tenants will pay the property taxes directly in 2014; however, beginning in 2015, we will pay the property taxes related to each of the farms and will be reimbursed by our related tenants for those property taxes no later than December 1 of each year.

Renewal Rights. None of the leases that will be in place upon the completion of this offering will provide the tenant with a contractual right to renew the lease upon its expiration; however, we expect to provide the existing tenant with the opportunity to renew the lease upon expiration, subject to any increase in the rental rate that we may establish.

Sublease Rights. Any sublease by a tenant will require our prior consent.

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Lease Expirations

The following table sets forth a summary of the lease expirations for each of the leases for the farmland and grain storage facilities in our initial portfolio that will be in place upon completion of this offering and our formation transactions.

Lease Expiration Year			Expiring Annual Rent

2014	16	3,269	$	979,068	37.1	%
2015	10	1,857		766,975	29.1	%
2016	12	2,197		893,471	33.8	%

Total	38	7,323	$	2,639,514	100.0	%

We expect to renew each of the leases entered into in connection with the formation transactions for new terms of three years following the initial terms of one, two or three years.

Description of Tenants

Of the 38 farms and three grain storage facilities in our initial portfolio, 32 farms and two grain storage facilities are leased to Astoria Farms and four farms and one grain storage facility are leased to Hough Farms, both of which are engaged primarily in the production and sale of corn and soybeans. Mr. Pittman has a 28.3% indirect partnership interest in, and controls, Astoria Farms, and has an 18.75% indirect partnership interest in Hough Farms. Mr. Hough has a 4.3% indirect partnership interest in Astoria Farms and a 28.3% indirect partnership interest in Hough Farms. Mr. Hough manages the farming operations of both of our related tenants. For additional information regarding Astoria Farms and its ownership structure, see the financial statements of Astoria Farms and related notes thereto included elsewhere in this prospectus.

Government Regulation

Farming Regulation

The farmland that we own and intend to acquire is used for growing crops and is subject to the laws, ordinances and regulations of state, local and federal governments, including laws, ordinances and regulations involving land use and usage, water rights, treatment methods, disturbance, the environment and eminent domain.

Farmland is principally subject to environmental and agricultural laws, ordinances and regulations. Each governmental jurisdiction has its own distinct laws, ordinances and regulations governing the use of farmland. Many such laws, ordinances and regulations seek to regulate water usage and water runoff because water can be in limited supply, as is the case in certain locations including Illinois, Nebraska and Colorado, where the properties in our initial portfolio are located. In addition, runoff from rain or from irrigation is governed by laws, ordinances and regulations from state, local and federal governments. Additionally, if any of the water used on or running off from our farms flows to any rivers, streams, ponds, the ocean or other waters, there may be specific laws, ordinances and regulations governing the amount of pollutants, including sediments, nutrients and pesticides, that such water may contain.

All of the farms in our initial portfolio have sources of water, including wells and/or surface water, that currently provide sufficient amounts of water necessary for the current farming operations at each location. However, should the need arise for additional water from wells and/or surface water sources, we may be required to obtain additional permits or approvals or to make other required notices prior to developing or using such water sources. Permits for drilling water wells or withdrawing surface water may be required by federal, state and local governmental entities pursuant to laws, ordinances, regulations or other requirements, and such permits may be difficult to obtain due to drought, the

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limited supply of available water within the farming districts of the states in which our farms are located or other reasons. We believe that our farms are in compliance with applicable state, county and federal environmental and agricultural regulations.

In addition to the regulation of water usage and water runoff, state, local and federal governments also seek to regulate the type, quantity and method of use of chemicals and materials for growing crops, including fertilizers, pesticides and nutrient rich materials. Such regulations could include restricting or preventing the use of such chemicals and materials near residential housing or near water sources. Further, some regulations have strictly forbidden or significantly limited the use of certain chemicals and materials. Licenses, permits and approvals must be obtained from governmental authorities requiring such licenses, permits and approvals before chemicals and materials can be used on farmland and crops. Reports on the usage of such chemicals and materials must be submitted pursuant to applicable laws, ordinances, and regulations and the terms of the specific licenses, permits and approvals. Failure to comply with laws, ordinances and regulations, to obtain required licenses, permits and approvals or to comply with the terms of such licenses, permits and approvals could result in fines, penalties and/or imprisonment.

The use of farmland in certain jurisdictions is also subject to regulations governing the protection of endangered species. When farmland borders, or is in close proximity to, national parks, protected natural habitats or wetlands, the farming operations on such properties must comply with laws, ordinances and regulations related to the use of chemicals and materials and avoid disturbance of habitats, wetlands or other protected areas.

As an owner of farmland, we may be liable or responsible for the actions or inactions of our tenants with respect to these laws, regulations and ordinances.

Real Estate Industry Regulation

Generally, the ownership and operation of real properties is subject to various laws, ordinances and regulations, including regulations relating to zoning, land use, water rights, wastewater, storm water runoff and lien sale rights and procedures. These laws, ordinances or regulations, such as the Comprehensive Environmental Response and Compensation Liability Act, or CERCLA, and its state analogs, or any changes to any such laws, ordinances or regulations, could result in or increase the potential liability for environmental conditions or circumstances existing, or created by tenants or others, on our properties. Laws related to upkeep, safety and taxation requirements may result in significant unanticipated expenditures, loss of our properties or other impairments to operations, any of which would adversely affect our cash flows from operating activities.

Environmental Matters

As noted in "—Farming Regulation," our properties and the operations thereon are subject to federal, state and local environmental laws, ordinances and regulations, including laws relating to water, air, solid wastes and hazardous substances. Our properties and the operations thereon are also subject to federal, state and local laws, ordinances, regulations and requirements related to the federal Occupational Safety and Health Act, as well as comparable state statutes relating to the health and safety of our employees and others working on our properties. Although we believe that we and our tenants are in material compliance with these requirements, there can be no assurance that we will not incur significant costs, civil and criminal penalties and liabilities, including those relating to claims for damages to persons, property or the environment resulting from operations at our properties. See "Risk Factors—Risks Related to Our Business and Properties—Potential liability for environmental matters could adversely affect our financial condition."

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Insurance

Under the terms and conditions of the leases on our current properties, tenants are generally required, at their expense, to obtain and keep in full force during the term of the lease, liability and property damage insurance policies and to name us an additional insured party. These policies include liability coverage for bodily injury and property damage arising out of the ownership, use, occupancy or maintenance of the properties and all of their appurtenant areas. In addition to our tenants' insurance policies under which we will be an additional insured party, we also expect to maintain comprehensive liability and casualty insurance covering all of our properties under a blanket insurance policy, which would provide coverage to the extent there is insufficient coverage under our tenants' policies.

Competition

Competition to our efforts to acquire farmland can come from many different entities. Developers, municipalities, individual farm operators, agriculture corporations, institutional investors and others compete for ownership of farmland acreage. Other investment firms that we might compete directly against could include agricultural investment firms such as Hancock Agricultural Investment Group, Prudential Agricultural Investments and UBS Agrivest LLC. These firms engage in the acquisition, asset management, valuation and disposition of farmland properties.

Employees

Upon completion of this offering and the formation transactions, we expect to have two employees, none of which will be members of a labor union. In addition, pursuant to the Shared Services Agreement with American Agriculture, we also have access to other personnel, who will provide, among other things, administrative support, accounting support, information technology services and human resources assistance.

Principal Executive Offices

Legal Proceedings

There are no legal proceedings pending involving us or our Predecessor as of the date of this prospectus. Under the leases in place for the properties in our initial portfolio, a tenant typically is obligated to indemnify us, as the property owner, from and against all liabilities, costs and expenses imposed upon or asserted against it as owner of the properties due to certain matters relating to the operation of the property by the tenant. We may be party from time to time to various lawsuits, claims and other legal proceedings that arise in the ordinary course of our business. There can be no assurance that these matters that arise in the future, individually or in aggregate, will not have a material adverse effect on our financial condition or results of operations in any future period.

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INDUSTRY OVERVIEW AND MARKET OPPORTUNITY

For ease of comparability between data sources, some underlying data in the source materials cited below have been converted from the metric system using the conversion factors published by the United States Department of Agriculture in its handbook Weights, Measures, and Conversion Factors for Agricultural Commodities and Their Products. Conversion factors used in this prospectus are included at the end of this section.

In many places throughout this section, we provide data regarding the economics of corn farming, such as supply, demand and harvest yields, because we believe that the economics of corn farming are highly predictive of the economics of other primary row crops such as wheat and soybeans, which are the primary crops grown on the farmland in our initial portfolio. For instance, the price for a bushel of wheat or soybeans historically has been highly correlated to the price of a bushel of corn, such that, as the price of a bushel of corn increases, the price for a bushel of wheat or soybeans also increases.

Global Primary Row Crop Market

Farm crops generally can be divided into two principal categories: annual row crops and permanent crops. We invest primarily in farmland used to grow primary row crops. Annual row crops are both planted and harvested annually or more frequently. Annual row crops can be further divided into two subcategories: primary row crops and fresh produce. Primary row crops include grains (such as corn, wheat and rice), oilseeds (such as soybeans and rapeseed), forage crops (such as alfalfa, grass hay and corn silage) and cotton. Fresh produce generally encompasses non-permanent fruits and vegetables such as strawberries, lettuce, melons and peppers. Permanent crops, such as oranges, apples, almonds and grapes, have plant structures that produce yearly crops without being replanted. We refer to the land on which farm crops can be grown as cropland (specifically defined as land under annual crops and permanent crops, plus land that is temporarily fallow or temporarily used for pasture).

According to the UN FAO, the majority of the world's cropland is used to grow primary row crops. Primary row crops are essential components of the global food supply, directly accounting for over 65% of the world's caloric consumption, according to the UN FAO, with direct consumption of corn, rice and wheat accounting for approximately 42% of the global food supply. Grains and oilseeds contribute to an even greater portion of global consumption after taking into account their usage as feed for livestock. In contrast, the UN FAO reports that fresh produce and permanent crops account for approximately 7% of global consumption. The USDA has reported that it takes approximately 2.6 pounds of feed to produce one pound of chicken meat, 6.5 pounds of feed for one pound of pork, and 7.0 pounds of feed for one pound of beef. Meat and animal products (such as milk and eggs) account for 16.5% of global caloric intake.

In addition to their use in food production, primary row crops are increasingly being used in the production of fuels such as ethanol and biodiesel. The impact of biofuels on the global primary row crop market is already significant, with the UN FAO reporting the United States using 15.6% of world corn production and Brazil using 23% of world sugar production for ethanol in 2010. Global production of biofuels increased by over 500% from 2002 to 2011, according to the U.S. Energy Information Administration, due to their ability when used as a gasoline additive to reduce emissions, reduce the use of fossil fuels and enhance octane.

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Grains are the most widely produced primary row crops, both globally and in the U.S., followed by wheat and rice. Oilseeds account for a large portion of U.S. primary row crop production, but a smaller amount globally.

World Primary Row Crop Production (2011/2012)

Source: USDA Foreign Agricultural Service (2013)

Worldwide, the large majority of grain and oilseed crops are used to produce food, with direct food and animal feed uses consuming 66% of global production, according to the UN FAO.

Global Usage of Grain and Oilseed Crops (by weight)

Source: UN FAO (2009)

Global Demand Drivers

We believe the two primary drivers of global food and primary row crop demand growth over the next several years will be population growth and growth of GDP per capita. According to the U.S. Department of Economic and Social Affairs, the global population grew by approximately 6.2% from 6.5 billion in 2005 to 6.9 billion in 2010. As shown in the chart below, the United Nations projects that global population will increase from 6.9 billion in 2010 to 7.7 billion in 2020 and will exceed 9 billion by 2040, with substantially all population growth occurring in developing regions. This increase in

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population is expected to directly lead to an increase in food and energy demand, which will require increased production of primary row crops. According to the U.S. Census Bureau, the U.S. population grew from approximately 301.2 million people in 2007 to approximately 313.9 million people in 2013, representing approximately 4.2% growth for the five-year period.

World Population Growth

Source: UN Department of Economic and Social Affairs (2012)

The continuing growth of GDP per capita, particularly in developing countries, is expected to have a significant impact on the amount and type of food that the world's population consumes. The International Monetary Fund, or the IMF, forecasts that GDP per capita (on a purchasing power parity basis) in emerging market and developing economies to increase by 34.0% from 2013 to 2018, from $7,285 per capita to $9,764 per capita. Over the longer term, as illustrated in the chart below, the Organisation for Economic Co-operation and Development, or the OECD, forecasts that GDP per capita in non-OECD countries, which are largely located in less developed regions of the world, will grow over 400% from 2013 to 2060.

Historical and Projected GDP Per Capita

Source: OECD (2013)

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The UN FAO projects a 6.7% increase in global calorie consumption per capita from 2005-2007 to 2030, predominantly driven by an increase in GDP per capita. Developed country consumption is expected to remain relatively unchanged, despite rising GDP per capita, increasing 2% from an average 3,360 calories per day from 2005-2007 to 3,430 calories per day in 2030. Consumption in developing countries is expected to increase 9% from 2,619 calories per day to 2,860 calories per day in 2030. The composition of those calories is also expected to change, with calories from direct consumption of grains falling from 53% to 49% in 2030 in developing countries. Livestock products (meat, milk and eggs) and vegetable oils are expected to represent an increasing portion of the diet of the developing world, with their share of total calories projected to rise from an average of 22% from 2005-2007 to 26% in 2030. As shown in the chart below, meat consumption per capita is expected to increase nearly 30% in the developing world from 62 pounds per person per year from 2005-2007 to 79 pounds per person per year in 2030, which is expected to result in even greater demand for primary row crops, as the weight of crops required for livestock feed is approximately two to seven times the resulting weight of meat. According to the UN FAO, these factors are expected to require more than one billion additional tons of global annual grain production by 2050, a 45.5% increase from 2005-2007 levels and two-and-a-half times the 423 million tons of grains produced in the United States in 2012. Including non-food uses, the UN FAO estimates a 70% increase in demand over the same period. The chart below illustrates historical and forecast consumption trends in developing countries.

Projected Global Population and Crop Demand
Through 2050

(1): Source: UN FAO
(2): Source: U.S. Census Bureau

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Food Consumption Trends in Developing Countries

Source: UN FAO (2012)

We believe that China's economic performance and near-term prospects serve as a compelling proxy for much of the larger emerging-market demand for agricultural products in the coming decades, with poverty and undernourishment rates having moved from 64% and 21%, respectively, in 1990 to 12% each in 2009 and 2010, respectively, according to the World Bank and the OECD. In significant part due to these developments, China has adapted its "self-sufficiency" food strategy and has become or is expected soon to become a net importer of many of its primary food commodities, as shown by the charts below.

Projected Chinese Coarse Grain Imports and Exports (2014 - 2022)
(MT)

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Projected Chinese Wheat Imports and Exports (2014 - 2022)
(MT)

Projected Chinese Oil Seed Imports and Exports (2014 - 2022)
(MT)

Source: OECD, World Bank

Global Supply Drivers

The main component of growth in global agricultural production over the past 40 years has been improving farm productivity. According to the USDA Foreign Agricultural Service, between 1973 and 1992, global production of corn, wheat, rice and soybeans rose on average 2.6% per year with gains in productivity, as measured by average yield, averaging 2.0% per year. Productivity gains have slowly been diminishing over time. From 1993 to 2012, average annual global yield gains for corn, wheat, rice and soybeans declined to approximately 1.4%, and overall production gains fell to an average of 2.2%. The USDA forecasts that productivity gains will continue to diminish, with its baseline agricultural projections for 2013 to 2023 reflecting 0.9% in yield gains per year.

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While the amount of global cropland in use has gradually increased over time, growth has plateaued over the last 20 years. In 2011, total global cropland stood at 3.8 billion acres, according to the UN FAO, which is approximately 11.9% of the world's total land area (excluding area under bodies of water). From 1971 to 1991, 238 million acres of cropland were added globally, but only 78 million acres, or 17%, of that total was added from 1991 to 2011. The declining growth rate of cropland area has been driven principally by developed countries, which saw the supply of cropland peak in the mid-1980s. Cropland area continues to increase in developing countries, but after accounting for expected continuing cropland loss, the UN FAO projects only 171 million acres will be added from 2005-2007 to 2050, a 4.3% increase. In comparison, world population is expected to grow over the same period to 9.5 billion, a nearly 38% increase. According to the United Nations, virtually all of this expected growth will be concentrated in urban areas of less developed regions, further reducing cropland availability as urban areas expand. The World Bank projects that each new resident of cities with populations in excess of 100,000 will require the conversion of 0.04 acres of non-urban land, resulting in the urban conversion of 99 million acres from 2000 to 2030. These trends will continue the steady long-term decline of global arable land per capita, as shown in the chart below.

Arable Land Per Capita

Source: UN FAO (2012)

We believe that cropland area and cropland productivity will also be negatively impacted by continuing water depletion. Global groundwater depletion has been rapidly increasing over the past 50 years, and as this trend continues the irrigation of global cropland will be increasingly at risk. According to the U.S. Geological Survey, or the USGS, from 1900 to 2000, total U.S. groundwater depletion was 801 cubic kilometers. An additional 191 cubic kilometers was depleted from 2000 to 2008. Globally, groundwater has been depleted even more rapidly, with estimated depletion from 2000 to 2008 totaling 1,163 cubic kilometers, or 34.5% of total global depletion from 1900 to 2000, according to research published by a USGS researcher in the journal Geophysical Research Letters.

Primary Row Crop Prices

Prices for primary row crops are affected by many factors including, among others, weather, crop disease, changes in governmental policy and supply and demand fundamentals, often fluctuating, at times significantly, from year to year. However, as shown below, the combination of growing demand and tightening supply conditions has caused primary row crop prices to increase in recent years, and we anticipate that trend will continue over the long term. Despite volitility over short periods of time,

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primary row crop prices have been well above historical levels for the past five years, with multiple price spikes to historically high levels.

Global Primary Row Crop Prices

Source: World Bank (2013)

U.S. Cropland Overview

The United States is the world's second-largest producer of grains and oilseeds, accounting for over 17% of global production in 2011 and 2012, based on data from the USDA Foreign Agricultural Service. Corn is the United States' largest crop, with 2011 and 2012 production totaling 12.4 billion bushels, or approximately 35% of global production.

Top Producers of Grains and Oilseeds (2011/2012)

Source: USDA Foreign Agricultural Service (2013)

The United States claims a significant share of the global market in a number of crops, including wheat, corn, soybeans and cotton. For each of those crops, the United States was the world's largest exporter and among the top five producing countries in 2011 and 2012. The United States exported 1.5 billion bushels of corn in 2011 and 2012, which represents 12% of domestic production, according to the USDA.

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According to the USDA, the total market value of U.S. agricultural products sold in 2007 was approximately $297 billion, of which approximately $154 billion was livestock sales. Non-livestock agricultural products include primary crops, produce, permanent crops and nursery, greenhouse, horticulture and sod products. We focus on primary crops, including row crops and irrigated forage, which, at approximately $94 billion in sales in 2007, comprised 31% of total U.S. agricultural products sold and 65% of non-livestock U.S. agricultural products sold.

2007 Market Value of U.S. Agricultural Products Sold
($297 Billion)

Source: UN FAO (The Resource Outlook to 2050), USDA Farm Census of Agriculture (2007)

U.S. Share of Global Primary Row Crop Exports

Source: UN FAO (2011)

Behind corn, the largest crops in the United States by acreage are soybeans, hay and wheat. Combined with corn, these crops account for 80% of U.S. cropland measured in the USDA's 2007 Census of Agriculture.

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U.S. Crops by Harvested Acres

Source: USDA Census of Agriculture (2007)

According to the UN FAO, in 2011 approximately 402 million acres, or 18% of the U.S. land area, were used as cropland. The United States contains approximately 10.5% of the world's cropland but only 7% of global land area. As shown in the map below, the USDA ERS divides the United States into nine farm resource regions, the most productive of which, as measured by value of all agricultural production, is the Heartland region, which is comprised of all of Indiana, Iowa and Illinois and parts of Nebraska, South Dakota, Minnesota, Missouri, Ohio and Kentucky. In addition to having the highest value of production (30% of the U.S. total in 2011), the Heartland region also has the largest number of U.S. farms (20%).

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USDA Farm Resource Regions

Source: USDA ERS

U.S. farms are predominantly operated by families and individuals. As of 2007, according to the USDA Census of Agriculture, 87% of U.S. farms were operated by families or individuals, while only 4% were operated by corporations.

U.S. Farm Ownership by Type of Organization

Source: USDA Census of Agriculture (2007)

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U.S. Cropland Advantages

Productivity. Over the past three years, according to the USDA, U.S. cropland has averaged annual yields of 144 bushels of corn per acre and 45 bushels of soybeans per acre, compared to 67 bushels of corn and 37 bushels of soybeans for the rest of the world, due to U.S. soil quality and farming technology. As shown in the map below, Mollisols, one of the most naturally fertile soils in the world, is primarily found in the United States, Argentina, Ukraine, Russia and Northeast China. According to the USDA Natural Resources Conservation Service, Mollisols account for approximately 21.5% of the land area in the United States, mostly concentrated in the Midwest, as shown on the map below. Additionally, according to a report by the International Service for the Acquisition of Agri-Biotech Applications, the United States led the world in area farmed with genetically modified crops with 172 million acres, followed by Brazil (90 million acres) and Argentina (59 million acres).

U.S. Distribution of Mollisols

Source: USDA Natural Resources Conservation Service

U.S. Property Rights and Agriculture Policy. According to the International Property Rights Index, the United States ranked 17 ^th out of 130 countries in terms of security of property rights. By contrast, leading agricultural countries Brazil, China and Russia rank 56 ^th , 58 ^th and 102 ^nd , respectively. Further, the current U.S. farm bill, the Food, Conservation, and Energy Act of 2008, provides a crop insurance system that offers a safety net for farm operators in the event that primary row crop prices decline below profitable levels. U.S. property rights and agriculture policy allow farm operators and investors to securely invest long-term capital into farmland.

Transportation and Infrastructure. According to the USDA Agricultural Marketing Service, or the USDA AMS, U.S. primary row crops are transported by rail (28% of all corn, wheat, soybeans, sorghum and barley in 2011), barge (12%) and truck (60%). The United States has the largest railway system in the world (as measured by railway length) and also benefits from a large portion of its cropland's proximity to large river systems like the Illinois River and the Mississippi River (43% of corn, wheat, soybeans, sorghum and barley for export is transported by barge). As an example, the cost of freight from farm to port for a ton of soybeans in 2012 was approximately $40 for soybeans grown in Iowa versus $112 for soybeans grown in Mato Grosso, Brazil, according to the USDA AMS.

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U.S. Cropland as an Asset Class

As an asset class, U.S. cropland has traditionally offered attractive, stable returns through both current income and value appreciation. According to the NCREIF, and as shown in the graph below, from 1992 through 2013, the NCREIF Farmland Index (defined to include agricultural properties including permanent, row and vegetable cropland) showed an average return of 12.2% per year as compared to an average of 8.7% for NCREIF's commercial real estate property index, as shown on the chart below. Over that time period, the NCREIF Farmland Index has not shown any negative annual total return and has demonstrated a standard deviation of quarterly returns of 7.12%, as compared to 8.4% for the NCREIF Commercial Real Estate Index overall, and 17.9% for the S&P 500. Both the NCREIF farmland and commercial real estate property indices measure the non-leveraged composite total return of a large pool of individual properties acquired in the private market for investment purposes and held in a fiduciary environment. Property valuations and return calculations are based on fair market values submitted quarterly by the owner of each property in the indices. We believe the NCREIF Farmland Index to be a reasonable proxy for farmland investment returns in general, both because of the consistency and reliability of its disclosure and because of the fact that it includes both price and rental income in its return calculation. However, these indices measure the performance of actual properties, rather than the performance of companies that invest in farmland or commercial properties, as applicable, and may not be representative of the market for these properties as a whole.

Cumulative Returns (1992 - 2013): Farmland, Apartments,
All Commercial Real Estate and S&P 500
(1991=100)

Source: NCREIF (2013), FACTSET

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Annual Returns (1992 - 2013): Farmland, Apartments,
All Commercial Real Estate and S&P 500

Standard Deviation of Annual Returns

Source: NCREIF (2013), FACTSET

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NCREIF Asset Class Annual Returns

Source: NCREIF (2013), FACTSET

One of the advantages of cropland as an asset class is its ability to act as an inflation hedge. Researchers from the Purdue University Center for Commercial Agriculture found that farmland values have been highly correlated with inflation over a long period of time, with a correlation coefficient between land prices and the Consumer Price Index of 0.63 from 1914 to 2011. Farmland can also be used as a means of portfolio diversification, as farmland returns have been shown to have low or negative correlation with most other major asset classes. The Center for Farmland Research at the University of Illinois measured the correlation (based on rolling one-year returns) of farmland returns, measured by combining farmland values and rental rates reported by the USDA, with a variety of different asset classes from 1970 to 2012, as shown in the chart below:

Return Correlation with U.S. Farmland (1970 to 2012)

Source: University of Illinois, Center for Farmland Research

While more strongly correlated with gold than to other asset classes such as stocks and bonds, cropland has delivered greater total returns than gold over time, as measured by the NCREIF Farmland Index, with relatively lower levels of volatility, which we believe is attributable in part to the current yield component of cropland returns, which is not offered by gold.

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Additionally, on a risk-adjusted basis cropland over time has performed well relative to other asset classes such as equities, bonds and REITs that invest in assets other than farmland. The charts below show total returns and their volatility from 1995 through 2013. Similar patterns have also held over longer periods of time, with farmland, the S&P 500 and gold returning 10.6%, 9.2% and 8.2%, respectively, with a standard deviation of 10.9%, 18.2% and 28.7%, respectively, from 1972 through 2013.

Financial Performance: Farmland vs. Select Asset Classes
(1995 - 2013)

(1): Source: NCREIF (2013).
(2): Source: Bloomberg. Annual returns of the MCSI US REIT INDEX (RMS)
(3): Source: Bloomberg. S&P 500 returns include dividends
(4): Source: The BofA Merrill Lynch US Corporate Index (C0A0)
(5): Source: Bloomberg

Additionally, we believe that the relatively lower levels of volatility associated with cropland offers significant longer term advantages relative to investments in agricultural commodities. As shown in the following chart, cropland's stability relative to corn and soybeans during the periods indicated has resulted

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in a significantly higher cumulative return relative to hypothetical portfolios composed of either corn or soybeans sold and reinvested quarterly at prevailing market prices during the same period.

Annual Returns (1992 - 2013): Farmland, Corn and Soybeans

Source: NCREIF (2013), FACTSET

Cumulative Returns (1992 - 2013): Farmland, Corn and
Soybeans
(1991=100)

Source: NCREIF (2013), FACTSET

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We believe cropland has a number of advantages as compared to other types of real estate investments. Unlike traditional commercial real estate properties, cropland does not suffer from economic depreciation, has limited needs for capital expenditures and has a low risk of obsolescence. We believe quality farmland benefits from a near-zero vacancy rate, which can support increases in rental rates based on global supply and demand factors. Moreover, we believe farmland leases in many markets are unique as compared to most commercial real estate leases in that a substantial portion (up to 100%) of the annual rent is due and payable in advance of each spring planting season. We intend to emphasize leases that provide for rent payments in advance to reduce our exposure to tenant credit risk.

U.S. real farmland prices have been steadily rising since the late 1980s, with more rapid increases occurring over the past several years, as shown in the following chart. From 2007 through 2013, in particular, the average price per acre of U.S. cropland increased by over 58%.

U.S. Farmland Average Price per Acre (in 2005 dollars)

Source: USDA ERS (2013)

We believe that while rent increases tend to lag increases in land values, the two are strongly correlated over time, as we believe both are driven by a long-term view of the fundamental supply and demand characteristics of the market for agricultural products.

U.S. Average Farmland Value
($ per acre)

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U.S. Average Farmland Rent
($ per acre)

Source: USDA

Importantly, during the period when farmland prices have been rising most rapidly on an absolute basis, farmland rents have remained below historical averages as a proportion of crop value, which we believe suggests both price stability in the near term as well as room for continued rent growth. The chart below shows data from corn and soybean production in Iowa from 2003 through 2012. While our initial portfolio will not contain any Iowa farms, we believe that Iowa farms represent a reasonable proxy for both the farmland in our initial portfolio and for U.S. annual row crop farmland in general.

Iowa Cash Rent as % of Gross Crop Revenue

Source: Iowa State University Extension and Outreach

Primary Row Crop Transaction Characteristics

We believe the recent increases in farmland values have been driven primarily by existing farmers rather than by investors new to the asset class. For example, in 2013, as the chart below indicates, 78% of Iowa farmland transactions, which we believe to be a reasonable proxy for the overall 2013 market

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for high-quality U.S. farmland, were sold to existing farmers, who we believe have both a greater knowledge of, and a more fundamental commitment to, the asset class than other types of investors.

2013 Iowa Purchasers of Farmland

Source: Iowa State University Extension and Outreach

Additionally, as the chart below indicates, farmers have comprised an increasing proportion of overall buyers of Iowa farmland in recent years, while non-farmer investors have comprised a decreasing proportion of overall buyers of Iowa farmland in recent years, a trend which we believe suggests that sales and value growth have not been driven primarily by new entrants to the market.

Historical Participation in Iowa Farmland Sales

Source: Iowa State University Extension and Outreach

Moreover, as farmland values have increased in recent years, the proportion of farmers relative to investors has increased significantly rather than decreased. In Illinois, where the majority of our initial portfolio is located, 76% of the buyers of Illinois farmland in 2012 were either local farmers or local investors, and 72% of sellers were identified as being either estate sales or retired farmers, which we

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believe indicate that sales are being driven by exogenous life and business events more than by the current pricing environment.


2012 Illinois Sellers of Farmland		2012 Illinois Reasons for Selling Farmland

2012 Illinois Methods of Selling Farmland		2012 Illinois Buyers of Farmland

Source: Illinois Society of Professional Farm Managers and Rural Appraisers, 2013 Illinois Land Values and Lease Trend.

Substantially all of the Illinois properties in our initial portfolio are located in Regions 3 and 4 of Illinois, as defined by the Illinois Society of Professional Farm Managers and Rural Appraisers, or the ISPFMRA, and all of the Nebraska properties in our initial portfolio are located in East Nebraska, as defined by the University of Nebraska-Lincoln Extension.

ISPFMRA classifies farmland as excellent, good, average or fair, primarily based on the land's soil productivity index, which is a measure of soil productivity used in evaluating Illinois farmland, based on data from the USDA and the University of Illinois. Based on ISPFMRA guidelines relating to soil productivity index alone, approximately 1,993, 1,625 and 800 acres of our farmland in Region 3 of Illinois fall within ISPFMRA's "excellent," "good" and "average" classifications, respectively, and approximately 422 and 899 acres of our farmland in Region 4 of Illinois fall within the "excellent" and "good" classifications, respectively. Although we believe soil productivity is an important metric for assessing farmland value, it is not the sole metric used by farmland appraisers. In guidance to farmland appraisers, the American Society of Farm Managers and Rural Appraisers and the Appraisal Institute emphasize that land values may not be directly proportionate to the productivity of the soil, and experts regularly make adjustments to account for other factors relevant to agricultural land value. Taking into account irrigation and drainage improvements and historical crop yield, among other factors, we believe that 556 acres of our farmland in Region 3 that are classified as "good" based solely on the ISPFMRA

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guidelines are comparable to farmland classified as "excellent" by the ISPFMRA, and that 628 acres of our farmland in Region 3 that are classified as "average" based solely on the ISPFMRA guidelines are comparable to farmland classified as "good" by the ISPFMRA. Additionally, we believe that 864 acres of our farmland in Region 4 that are classified as "good" based solely on the ISPFMRA guidelines are comparable to farmland classified as "excellent" by the ISPFMRA. Taking into account these factors, we believe that approximately 2,549, 1,697 and 172 acres of our farmland in Region 3 are comparable to farmland classified by ISPFMRA in the "excellent," "good" and "average" categories, respectively, and that approximately 1,286 and 35 acres of our farmland in Region 4 are comparable to farmland classified by ISPFMRA in the "excellent" and "good" categories, respectively. During 2013, the average per-acre prices and annual rents for farmland in Regions 3 or 4 of Illinois classified as "excellent" were $13,600 and $375, and $12,300 and $400, respectively, according to ISPFMRA, while the corresponding amounts for farmland in those regions classified as "good" were $9,500 and $325, and $9,500 and $330, respectively. In Region 3, the average per-acre value was $6,900, and the average per-acre rent was $250. According to the Federal Reserve Bank of Chicago, the value of good quality farmland in Illinois increased by approximately 4.0% between mid-2013 and the end of 2013.

The University of Nebraska-Lincoln Extension classifies farmland as high grade, average grade or low grade, and by irrigation type. We believe that all of the Nebraska farms in our initial portfolio are comparable to farms classified as high-grade, center pivot-irrigated farmland by the University of Nebraska-Lincoln Extension. During 2012, the most recent period for which data is available, the average per-acre price and annual rent for high-grade, center pivot-irrigated farmland in East Nebraska were $11,500 and $355, respectively, according to the University of Nebraska-Lincoln Extension. According to the Federal Reserve Bank of Kansas City, overall farmland values in the 10th Federal Reserve District, which includes Nebraska and Colorado, increased approximately 33.4% between mid-2012 and the end of 2013.

Property-Specific Determinants of Cropland Value

Average U.S. cropland prices mask the wide range of valuations for different types of cropland in various locations around the country, which fluctuate based on a number of factors. Factors that affect agricultural productivity, such as soil quality and water availability, enhance farming returns and thus drive higher values (although in some areas of the country non-agricultural factors may outweigh agricultural considerations). Recent research from the USDA ERS found that in more rural areas, cropland values were significantly positively correlated with better soil quality.

Potential non-agricultural uses of land can have a large impact on value increases for cropland near areas that are urbanized or experience rapid population growth. USDA ERS analysis found that farm real estate values increase within ten miles of population centers as small as 5,000 people. While urban uses of land remain a minor component of total U.S. land usage, but urbanization has contributed to a

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steady reduction in supply of U.S. cropland, as shown in the chart below. For example, from 1987 to 2007, U.S. cropland area declined from 464 million acres to 408 million acres, according to the USDA.

Usage of United States Land Area

Source: USDA Census of Agriculture (2007)

For more detail on the property-specific factors we consider when making investments, see "Underwriting Criteria and Due Diligence Process—Selecting the Property" in this prospectus.

U.S. Cropland Market Dynamics

We believe the increase in U.S. cropland prices over the last several years has been driven by improving farm economics, which have supported rising rents. As shown in the following charts, from 2007 through 2013, the average U.S. cropland rent-to-land-value, as measured by the USDA, remained relatively consistent, even as the price per acre increased over the same time period (as shown above).

U.S. Cropland Rent-to-Value

Source: USDA NASS (2013)

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Farm operators have received higher revenue, and have consequently been able to support rising rents, as a result of rising crop prices and increases in productivity. As shown below, revenue growth has outpaced rent growth in recent years, providing farm operators with higher levels of profits.

U.S. Corn Farmer Economics

Source: USDA ERS, Commodity Costs and Returns (2013)

Farmer revenue is a product of crop yields and prices. Since 1975, both yields and prices in the U.S. have increased significantly.

U.S. Corn Yields and Prices

Source: USDA ERS, Commodity Costs and Returns (2013)

Despite historically low interest rates, the amount of debt placed on farm real estate, which includes land and buildings, has been trending downward since the mid-1980s. Farm real estate values declined significantly in the 1980s in part due to high use of leverage, significant increases in interest rates and lower crop prices. As shown in the chart below, farmland owners have significantly less

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leverage today than in the 1980s. In 2012, the USDA NASS calculated the real estate debt-to-asset value ratio of U.S. farms as 7.5%.

Historical Farmland Real Estate Debt to Asset Value

Source: USDA NASS (2013)

U.S. Market Opportunity

According to the USDA NASS, the aggregate value of U.S. farm real estate (including land and buildings) was $2.3 trillion in 2012. The 2007 Census of Agriculture found that farm operators rented approximately 38% of the total acreage in farms, with significantly higher rental percentages in areas of the Midwest with high primary row crop production, as shown on the map below.

Percent of Farmland Rented or Leased (2007)

Source: USDA ERS

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Consolidation of farm operations has been a growing trend. While mean farm size remained roughly consistent from 1982 to 2007 due to the large number of very small farms, the USDA ERS found that ownership of cropland has been consolidated into larger farming operations. Based on data from the 2007 Census of Agriculture, more than half of U.S. cropland was associated with farm operations of 1,105 acres or larger, compared to 589 acres in 1982. More recently, consolidation of U.S. farmland has increased the average U.S. farm size from approximately 418 acres in 2007 to 434 acres in 2012, representing a 3.8% increase over the period, according to the 2012 Census of Agriculture. Conversely, total U.S. farmland has decreased from approximately 922 million acres in 2007 to approximately 914 million acres in 2012 with the total number of U.S. farms decreasing over the same period with approximately 2.2 million farms in 2007 and approximately 2.1 million farms in 2012, which represents a 4.3% decrease for the period, according to the 2012 Census for Agriculture. Technological improvements in farming equipment and crop genetic engineering have allowed farm operators to plant and harvest larger areas faster and with less labor, increasing the cost efficiency and margins of larger farm operations. This trend, along with rising cropland prices, has significantly increased the cost of expanding the scale of farm operations. Across Illinois, Indiana, Iowa, Missouri and Ohio, average cropland prices per acre are approximately $7,000 according to the USDA, or nearly $8 million in land value for a "midpoint" 1,105 acre operation. We believe the economic incentives for farm operators to expand operations and the rising cost of acquiring cropland will continue to increase demand for leased cropland.

The vast majority of U.S. crop farms are family operations. In 2011, family farms, defined as farms owned more than 50% by the principal operator and the principal operator's relatives, accounted for 96% of all U.S. crop farms, according to the USDA Agricultural Resource Management Survey. The ownership of U.S. farmland is highly concentrated in owner-operators (including farmers who operate some land and rent out additional land to other farmers), who own 71% U.S. of farmland, according to the 2007 Census of Agriculture.

Estimates vary on the turnover rate of U.S. cropland, but data has shown that a small percentage of total acreage transacts each year. Recent analysis of property transaction records by the University of Nebraska and University of Illinois found that approximately 1% to 2% of farmland in those states was sold annually in recent years. Based on the USDA NASS's average value of U.S. farmland real estate, a turnover rate of 1% nationally would result in an annual aggregate transaction value of over $23 billion. According to the USDA ERS, land turnover is higher among older owners, which would suggest an increase in turnover rates as the average age of farm operators increases. As shown below,

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the average age of principal farm operators has been consistently increasing for 30 years, with those 65 years and older now accounting for 30% of all operators.

Principal Farm Operator Demographics

Source: USDA Census of Agriculture (2007)

Conversion Factors

1 hectare = 2.471044 acres

1 kilogram = 2.204623 pounds
1 U.S. short ton ("ton") = 2,000 pounds
1 metric ton = 1,000 kilograms = 1.102311 tons

1 bushel of soybeans = 60 pounds = 0.0272155 metric tons
1 bushel of corn = 56 pounds = 0.0254 metric tons
1 metric ton = 36.7437 bushels of soybeans = 39.368 bushels of corn

Source: Weights, Measures, and Conversion Factors for Agricultural Commodities and Their Products , USDA ERS

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MANAGEMENT

Our Directors, Director Nominees and Executive Officers

Upon completion of this offering, our Board of Directors will consist of six members, including a majority of directors who are independent within the meaning of the listing standards of the NYSE. Each of our directors will be elected by our stockholders at our annual meeting of stockholders to serve until the next annual meeting of our stockholders and until his or her successor is duly elected and qualifies. See "Certain Provisions of Maryland Law and of Our Charter and Bylaws—Our Board of Directors." The first annual meeting of our stockholders after this offering will be held in 2015. Our officers serve at the pleasure of our Board of Directors.

The following table sets forth certain information concerning our directors and executive officers upon completion of this offering:

Name		Position

Paul A. Pittman*	51	Executive Chairman, President and Chief Executive Officer
Luca Fabbri*	45	Chief Financial Officer, Secretary and Treasurer
Dean Jernigan†	68	Director Nominee
Jay Bartels†	49	Director Nominee
Chris A. Downey†	63	Director Nominee
Darell D. Sarff†	64	Director Nominee
Robert S. Solomon†	47	Director Nominee

*: Denotes our named executive officers.
†: Independent within the meaning of the NYSE listing standards.

The following are biographical summaries of the experience of our directors and executive officers.

Name		Biographical Summary

Paul A. Pittman		Paul A. Pittman serves as our Executive Chairman, President and Chief Executive Officer. Since 2008, Mr. Pittman has served as the president of American Agriculture and Pittman Hough Farms. Mr. Pittman served as the chief administrative officer and executive vice president of Jazz Technologies, Inc., a semiconductor foundry, from March 2007 to September 2008 and its Chief Financial Officer from February 2007 to September 2008. Mr. Pittman also served as the principal accounting officer of Jazz Technologies, Inc. From December 2004 to March 2006, he served as Partner and Head of Mergers & Acquisitions at ThinkEquity Partners LLC. From April 2000 to January 2003, he served as the President, Chief Executive Officer and Chief Operating Officer of HomeSphere, Inc., an enterprise software company, and TheJobsite.com, which merged into HomeSphere. Before TheJobsite.com, he worked in senior investment banking roles for ten years at Merrill Lynch & Co., and prior to that with Wasserstein Perella Co. From March 1997 to February 2000, he served as Head of Emerging Markets M&A at Merrill Lynch in London, where he was responsible for origination and execution of all M&A business in the region (Eastern Europe, the Middle East, the Former Soviet Union and Africa). Prior to Merrill Lynch & Co., he served as Director of M&A at Wasserstein Perella & Co. in New York and London. Mr. Pittman began his career at Sullivan & Cromwell as an Associate in Mergers and Acquisitions. He has been involved with the residential construction industry for more than 20 years as both a developer and builder and has also served as the general contractor and developer of several condominium and custom home projects. He served as a Director of HomeSphere, Inc., and TheJobsite.com from April 2000 to January 2003. Mr. Pittman graduated from the University of Illinois with a B.S. degree in Agriculture, received a Masters in Public Policy from Harvard University, and a J.D. with Honors from the University of Chicago Law School.

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Name		Biographical Summary

		Mr. Pittman was selected to serve as Executive Chairman of our Board of Directors because of his past public company experience, his background in finance, his experience in real estate, including acquiring and managing farmland, and his role as President and Chief Executive Officer of our company.
Luca Fabbri		Luca Fabbri serves as our Chief Financial Officer, Secretary and Treasurer. Since November 2011, Mr. Fabbri has served as the senior vice president and chief operating officer of American Agriculture. Mr. Fabbri was a founder of Co3 Systems Inc., an enterprise software company in Cambridge, MA, and served as its vice president of engineering from January 2010 to October 2011. From January 2003 to September 2012, Mr. Fabbri was a consultant with Elk Creek Ventures Inc., providing consulting services in technology, finance and corporate development. From April 2000 to December 2002, Mr. Fabbri served as head of corporate development for Jazz Technologies, Inc. Mr. Fabbri also founded HomeSphere, a software company, and served as its senior vice president and chief financial officer from April 2000 to December 2002. From August 1997 to January 2000, Mr. Fabbri was an associate in mergers and acquisitions in the London office of Merrill Lynch & Co. Mr. Fabbri began his career in Italy as a technology and operations consultant. Mr. Fabbri has a B.S. with Honors in Economics from the University of Naples (Italy) and an M.B.A. in Finance from the Massachusetts Institute of Technology.
Dean Jernigan		Mr. Jernigan will serve on our Board of Directors effective upon closing of this offering, and he will serve as the lead independent director. From April 2006 to December 2013, he served as Chief Executive Officer and a member of the board of trustees of CubeSmart (NYSE: CUBE), a publicly traded self-storage REIT, where he also served as president from April 2006 to November 2008. From 2004 to April 2006, Mr. Jernigan served as President of Jernigan Property Group, LLC, a Memphis-based company that formerly owned and operated self-storage facilities in the United States. From 2002 to 2004, Mr. Jernigan was a private investor. From 1984 to 2002, he was Chairman of the Board and Chief Executive Officer of Storage USA, Inc., which was a publicly traded self-storage REIT from 1994 to 2002. Mr. Jernigan served as a member of NAREIT's Board of Governors from 1995 to 2002, and as a member of its Executive Committee from 1998 to 2002. From 1999 until its acquisition in May 2012, Mr. Jernigan also served on the board of directors of Thomas & Betts, Inc., which was a publicly traded electrical components and equipment company.
		Mr. Jernigan was selected as a director because of his extensive leadership experience at publicly traded REITs and knowledge of the real estate industry.
Jay Bartels		Mr. Bartels will serve as a member of our Board of Directors upon closing of this offering. Since 2010, Mr. Bartels has served as the Chief Executive Officer and President and a member of the Board of Directors of Trendmojo, Inc., a technology development company, and as the President and a member of the Board of Directors of Bonsai Development Corp, a California-based software company. In addition, since 2005, he has served as a partner and a member of the Board of Directors of Germinator, Inc., a California-based seed fund that advises and invests in early-stage technology companies. Mr. Bartels also has served as a member of the Board of Directors of ProWebSurfer, Inc., which focuses on new media and online advertising, since 2006. From 2008 to 2012, Mr. Bartels was the Chief Operating Officer of CollabRx, a privately held company that focuses on healthcare data research. Mr. Bartels holds a B.S. in Mathematics and Statistics from the University of California at Berkeley.

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Name		Biographical Summary

		Mr. Bartels was selected as a director because of his extensive experience as an investor, advisor and manager of a variety of businesses.
Chris A. Downey		Mr. Downey will serve as a member of our Board of Directors upon closing of this offering. Mr. Downey has over 30 years of experience in land development, financial management and management consulting. Since 1998, Mr. Downey has been a principal at Stirling Development, a real estate development company he co-founded. Mr. Downey previously worked for a private real estate company and directed several large-scale master planned community development projects from acquisition through zoning, entitlement, financing, infrastructure and build-out. Mr. Downey is a former CPA and previously was a management consultant with Arthur Young & Company, where he directed the firm's financial planning and controls practice in Orange County, California. Mr. Downey also worked in the medical device operations of Fiat S.p.A. in California and Italy in both line and staff positions. From 2001 to 2013, Mr. Downey served on the board of Memorial Health Services, a not-for-profit health system in Southern California, and served on its audit committee, finance committee and compensation committee. Mr. Downey holds a B.A. degree in Chemistry from the University of California at Irvine, and an M.B.A. from the Anderson School of Management at the University of California at Los Angeles.
		Mr. Downey was selected as a director because of his extensive experience in the real estate industry and his finance and accounting expertise.
Darell D. Sarff		Mr. Sarff will serve as a member of our Board of Directors upon closing of this offering. Mr. Sarff has been the owner and operator of a diversified grain and vegetable farm in Mason County, Illinois since 1970. Since 2009, Mr. Sarff has served as Chairman of the State Committee of the Farm Service Agency of the State of Illinois, for which he oversees the United States Department of Agriculture's Federal Farm Service Agency programs for the State of Illinois. In addition, since 1996, Mr. Sarff has been an owner and managing broker of Kennedy-Sarff Real Estate, LLC and Prairieland Gold Real Estate, in Havana, Illinois. From 1997 until 2013, Mr. Sarff also served as director of Pro-Fac Cooperative Inc., which was a publicly traded agricultural cooperative located in Rochester, New York, that supplied fruits, vegetables and popcorn to food processors. Mr. Sarff also served on the board of directors of the Illinois Farm Bureau from 1986 to 1996. Mr. Sarff holds an associate's degree in agriculture from Illinois Central College.
		Mr. Sarff was selected as a director because of his extensive experience in agricultural real estate.

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Name		Biographical Summary

Robert S. Solomon		Mr. Solomon will serve as a member of our Board of Directors upon closing of this offering. Since April 2013, Mr. Solomon has been a venture partner at Accel Partners, where he focuses on early stage and growth opportunities with a focus on e-commerce, digital media, mobile and online advertising businesses. Previously, Mr. Solomon served as Chief Operating Officer and President of Groupon, Inc. (NASDAQ: GRPN), a consumer discount website, from March 2010 through March 2011. Prior to joining Groupon, Mr. Solomon was a venture partner with Technology Crossover Ventures, a venture capital firm. From January 2006 to February 2008, Mr. Solomon served as President and Chief Executive Officer of SideStep, Inc., an online travel search engine acquired by Kayak Software Corporation (NASDAQ: KYAK) in December 2007. Prior to his time at SideStep, Mr. Solomon held various positions at Yahoo! Inc. (NASDAQ: YHOO), including Senior Vice President of Commerce and Vice President and General Manager of Shopping Group from February 2000 to January 2006. Mr. Solomon has served on the board of directors of HomeAway, Inc. (NASDAQ: AWAY) since January 2009 and also serves on its audit committee and nominating and corporate governance committee. Mr. Solomon also serves on the advisory boards and boards of directors of several private companies. Mr. Solomon holds a B.A. in history from the University of California at Berkeley.
		Mr. Solomon was selected as a director because of his extensive experience in managing and growing a variety of businesses, both as an executive officer and director.

Consulting Agreement

Effective upon completion of this offering, we will enter into the Consulting Agreement with Jesse J. Hough, pursuant to which Mr. Hough will provide certain consulting services to us as an independent contractor. Mr. Hough is an employee of American Agriculture and operates the farming businesses of our related tenants, which will lease 84.0% of the total acres in our initial portfolio. See "Our Business and Properties—Our Real Estate Experience."

Pursuant to the terms of the Consulting Agreement, Mr. Hough will advise us with respect to business strategies and related matters, including asset underwriting, asset acquisitions and accounting matters, as well as other matters reasonably requested by us during the term of the agreement. Pursuant to the Consulting Agreement, Mr. Hough will be subject to certain nonsolicitation and nondisclosure covenants, and he may not provide consulting or similar services to any person or entity engaged in the ownership, acquisition or management of agricultural real estate who has assets valued at greater than $25,000,000.

The Consulting Agreement will provide for an annual fee of $75,000 payable to Mr. Hough in cash in equal quarterly installments. The initial term of the Consulting Agreement expires on the second anniversary of the closing of this offering and will be automatically renewed for additional one-year terms each anniversary date thereafter unless previously terminated by us or Mr. Hough.

In connection with the formation transactions, through their interests in Pittman Hough Farms, Mr. Hough and certain of Mr. Hough's family members will indirectly receive 486,250 OP units having an aggregate value of approximately $7.3 million (based on the midpoint of the price range set forth on the front cover of this prospectus) as consideration in the FP Land Merger. In addition, Mr. Hough will receive $661,000 in restricted shares of our common stock equal to an aggregate of 44,067 shares (based on the midpoint of the price range set forth on the front cover of this prospectus).

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Corporate Governance Profile

We have structured our corporate governance in a manner we believe closely aligns our interests with those of our stockholders. Notable features of our corporate governance structure include the following:

•: our Board of Directors is not classified, with each of our directors subject to re-election annually;
•: of the six persons who will serve on our Board of Directors immediately after the completion of this offering, we expect our Board of Directors to determine that five of our directors satisfy the listing standards for independence of the NYSE and Rule 10A-3 under the Exchange Act;
•: we anticipate that at least one of our directors will qualify as an "audit committee financial expert" as defined by the SEC;
•: we intend to comply with the requirements of the NYSE listing standards, including having committees comprised solely of independent directors;
•: we have opted out of the business combination and control share acquisition statutes in the MGCL; and
•: we do not have a stockholder rights plan.

Our directors will stay informed about our business by attending meetings of our Board of Directors and its committees and through supplemental reports and communications. Our independent directors will meet regularly in executive sessions without the presence of our corporate officers or non-independent directors.

Role of the Board in Risk Oversight

One of the key functions of our Board of Directors is informed oversight of our risk management process. Our Board of Directors administers this oversight function directly, with support from its three standing committees, the audit committee, the nominating and corporate governance committee and the compensation committee, each of which addresses risks specific to their respective areas of oversight. In particular, our audit committee has the responsibility to consider and discuss our major financial risk exposures and the steps our management has taken to monitor and control these exposures, including guidelines and policies to govern the process by which risk assessment and management is undertaken. The audit committee also monitors compliance with legal and regulatory requirements, in addition to oversight of the performance of our internal audit function. Our nominating and corporate governance committee monitors the effectiveness of our corporate governance guidelines and code of business conduct and ethics, including whether they are successful in preventing illegal or improper liability-creating conduct. Our compensation committee assesses and monitors whether any of our compensation policies and programs has the potential to encourage excessive risk-taking.

Board Committees

Upon completion of this offering, our Board of Directors will establish three standing committees: an audit committee, a compensation committee and a nominating and corporate governance committee. The principal functions of each committee are described below. We intend to comply with the listing requirements and other rules and regulations of the NYSE, as amended or modified from time to time, and each of these committees will be comprised exclusively of independent directors. Additionally, our Board of Directors may from time to time establish certain other committees to facilitate the management of our company.

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Audit Committee

Upon completion of this offering, our audit committee will be comprised of Messrs. Bartels, Downey and Jernigan. We expect that Mr. Downey, the chairman of our audit committee, will qualify as an "audit committee financial expert" as that term is defined by the applicable SEC regulations and NYSE corporate governance listing standards. We expect that our Board of Directors will determine that each of the audit committee members is "financially literate" as that term is defined by the NYSE corporate governance listing standards. Prior to the completion of this offering, we expect to adopt an audit committee charter, which will detail the principal functions of the audit committee, including oversight related to:

•: our accounting and financial reporting processes;
•: the integrity of our consolidated financial statements and financial reporting process;
•: our systems of disclosure controls and procedures and internal control over financial reporting;
•: our compliance with financial, legal and regulatory requirements;
•: the evaluation of the qualifications, independence and performance of our independent registered public accounting firm;
•: the performance of our internal audit function; and
•: our overall risk profile.

The audit committee will also be responsible for engaging an independent registered public accounting firm, reviewing with the independent registered public accounting firm the plans and results of the audit engagement, approving professional services provided by the independent registered public accounting firm, including all audit and non-audit services, reviewing the independence of the independent registered public accounting firm, considering the range of audit and non-audit fees and reviewing the adequacy of our internal accounting controls. The audit committee also will prepare the audit committee report required by SEC regulations to be included in our annual proxy statement.

Compensation Committee

Upon completion of this offering, our compensation committee will be comprised of Messrs. Downey, Jernigan and Solomon, with Mr. Solomon serving as chairman. Prior to the completion of this offering, we expect to adopt a compensation committee charter, which will detail the principal functions of the compensation committee, including:

•: reviewing and approving on an annual basis the corporate goals and objectives relevant to our chief executive officer's compensation, evaluating our chief executive officer's performance in light of such goals and objectives and determining and approving the remuneration of our chief executive officer based on such evaluation;
•: reviewing and approving the compensation of all of our other officers;
•: reviewing our executive compensation policies and plans;
•: implementing and administering our incentive compensation equity-based remuneration plans;
•: assisting management in complying with our proxy statement and annual report disclosure requirements;
•: producing a report on executive compensation to be included in our annual proxy statement; and

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•: reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors.

Nominating and Corporate Governance Committee

Upon completion of this offering, our nominating and corporate governance committee will be comprised of Messrs. Bartels, Sarff and Solomon, with Mr. Bartels serving as chairman. Prior to the completion of this offering, we expect to adopt a nominating and corporate governance committee charter, which will detail the principal functions of the nominating and corporate governance committee, including:

•: identifying and recommending to our Board of Directors qualified candidates for election as directors and recommending nominees for election as directors at the annual meeting of stockholders;
•: developing and recommending to our Board of Directors corporate governance guidelines and implementing and monitoring such guidelines;
•: reviewing and making recommendations on matters involving the general operation of our Board of Directors, including board size and composition, and committee composition and structure;
•: recommending to our Board of Directors nominees for each committee of our Board of Directors;
•: annually facilitating the assessment of our Board of Directors' performance as a whole and of the individual directors, as required by applicable law, regulations and the NYSE corporate governance listing standards; and
•: overseeing our Board of Directors' evaluation of management.

In identifying and recommending nominees for directors, the nominating and corporate governance committee may consider diversity of relevant experience, expertise and background.

Code of Business Conduct and Ethics

Upon completion of this offering, our Board of Directors will establish a code of business conduct and ethics that applies to our officers, directors and employees. Among other matters, our code of business conduct and ethics will be designed to deter wrongdoing and to promote:

•: honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;
•: full, fair, accurate, timely and understandable disclosure in our SEC reports and other public communications;
•: compliance with applicable laws, rules and regulations;
•: prompt internal reporting of violations of the code to appropriate persons identified in the code; and
•: accountability for adherence to the code of business conduct and ethics.

Any waiver of the code of business conduct and ethics for our executive officers or directors must be approved by a majority of our independent directors, and any such waiver shall be promptly disclosed as required by law or NYSE regulations.

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Compensation Committee Interlocks and Insider Participation

Upon completion of this offering and our formation transactions, we do not anticipate that any of our executive officers will serve as a member of a board of directors or compensation committee, or other committee serving an equivalent function, of any other entity that has one or more of its executive officers serving as a member of our Board of Directors or compensation committee.

Executive Officer and Director Compensation

Executive Officer Compensation

Prior to the completion of the formation transactions, because we did not conduct business in the corporate format we will utilize following the completion of the formation transactions, we did not pay any compensation to any of our named executive officers, and, accordingly, no compensation policies or objectives governed our named executive officer compensation. The table below sets forth the compensation expected to be paid in fiscal year 2014 to our named executive officers in order to provide some understanding of our expected compensation levels. While the table below accurately reflects our current expectations with respect to 2014 named executive officer compensation, actual 2014 compensation for these officers may be increased or decreased, including through the use of compensation components not currently contemplated or described herein.

Name and Principal Position		Salary(1)		Bonus(2)		Stock Awards(2)		All Other Compensation		Total

Paul A. Pittman—Executive Chairman, President and Chief Executive Officer	2014	$	400,000	$	—	$	—	$	—	$	400,000
Luca Fabbri—Chief Financial Officer	2014	$	200,000	$	—	$	—	$	—	$	200,000

(1): Salary amounts are annualized for the year ending December 31, 2014 based on the expected base salary levels to be effective upon completion of this offering.
(2): Any bonus awards or stock awards to our named executive officers will be determined after the end of the 2014 fiscal year in the sole discretion of our compensation committee contingent upon such factors as the compensation committee may deem appropriate in its sole discretion.

Upon completion of this offering, we expect to grant an aggregate of 140,933 restricted shares of our common stock to our executive officers pursuant to our Equity Incentive Plan, which will vest in equal annual installments over three years beginning on the first anniversary following the date of the grant. See "—Equity Incentive Plan." For the number of restricted shares of our common stock be granted to our executive officers, see "Principal Stockholders."

Director Compensation

As compensation for serving on our Board of Directors, each of our independent directors will receive an annual fee of $30,000, an additional $2,000 for each Board of Directors meeting attended in person and $500 for each Board of Directors meeting attended by telephone. Each of our independent directors will also receive $500 for each committee meeting attended in person and $250 for each committee meeting attended by telephone. The chairman of each of the audit, compensation and nominating and corporate governance committees will receive an additional annual fee of $8,000, $5,000 and $3,500, respectively, and the lead independent director will receive an additional annual fee of $8,000. Mr. Pittman, our Executive Chairman, President and Chief Executive Officer, will receive no additional compensation as a director. In addition, we will reimburse our directors for their reasonable out-of-pocket expenses incurred in attending Board of Directors and committee meetings. We have not made any payments to any of our directors or director nominees to date.

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Concurrently with the completion of this offering, we expect to grant an aggregate of $225,000 in restricted shares of our common stock to our independent directors pursuant to our Equity Incentive Plan. See "—Equity Incentive Plan." All restricted shares granted to independent directors will vest ratably on each of the first three anniversaries of the date of grant, subject to such director's continued service on our Board of Directors. For the number of restricted shares of our common stock to be granted to our independent directors, see "Principal Stockholders."

Our Board of Directors may change the compensation of our independent directors in its discretion.

Equity Incentive Plan

Prior to or concurrently with the completion of this offering, our Board of Directors is expected to adopt, and our stockholder is expected to approve, our Equity Incentive Plan for the purpose of attracting and retaining non-employee directors, executive officers and other key employees and service providers, including officers and employees of our affiliates, and to stimulate their efforts toward our continued success, long-term growth and profitability. Our Equity Incentive Plan provides for the grant of stock options, share awards (including restricted stock and restricted stock units), stock appreciation rights, dividend equivalent rights, performance awards, annual incentive cash awards and other equity-based awards, including LTIP units, which are convertible on a one-for-one basis into OP units. We have reserved a total of 322,000 shares of common stock for issuance pursuant to our Equity Incentive Plan (including an aggregate of 200,000 shares of restricted common stock to be granted to our executive officers and non-employee directors and Mr. Hough concurrently with the completion of this offering and 122,000 shares reserved for potential future issuance), subject to certain adjustments set forth in the plan. The actual aggregate number of shares of common stock reserved under the Equity Incentive Plan will be equal to 6% of the total number of shares sold in this offering, inclusive of shares, if any, sold to the underwriters upon exercise of their over-allotment option. This summary is qualified in its entirety by the detailed provisions of our Equity Incentive Plan, which is filed as an exhibit to the registration statement of which this prospectus is a part.

Our Equity Incentive Plan provides that no participant in the plan will be permitted to acquire, or will have any right to acquire, shares thereunder if such acquisition would be prohibited by the ownership limits contained in our charter or bylaws or would impair our status as a REIT.

Administration of Our Equity Incentive Plan. Our Equity Incentive Plan will be administered by our compensation committee. Each member of our compensation committee that administers our Equity Incentive Plan will be a "non-employee director" within the meaning of Rule 16b-3 under the Exchange Act, an "outside director" for purposes of Section 162(m) of the Code and "independent" within the meaning of the NYSE listing rules and the rules and regulations of the SEC. Our compensation committee will determine eligibility for and designate participants of our Equity Incentive Plan, determine the type and amount of awards to be granted, determine the timing, terms, and conditions of any award (including the exercise price), and make other determinations and interpretations as provided in our Equity Incentive Plan. All decisions and interpretations made by our compensation committee with respect to our Equity Incentive Plan will be binding on us and participants. During any period of time in which we do not have a compensation committee, our Equity Incentive Plan will be administered by our Board of Directors or another committee appointed by our Board of Directors. References below to our compensation committee include a reference to our Board of Directors or another committee appointed by our Board of Directors for those periods in which our Board of Directors or such other committee is acting.

Eligible Participants. All of our employees and the employees of our subsidiaries and affiliates, including our operating partnership, are eligible to receive awards under our Equity Incentive Plan. In addition, our non-employee directors and consultants and advisors who perform services for us and our

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subsidiaries and affiliates may receive awards under our Equity Incentive Plan. Incentive stock options, however, are only available to our employees.

Share Authorization. The maximum number of shares of our common stock that may be issued pursuant to awards under the Equity Incentive Plan is 322,000, which includes the 200,000 restricted shares of our common stock to be granted to our executive officers and non-employee directors and Mr. Hough concurrently with the completion of this offering and 122,000 shares reserved for potential future issuance. The actual aggregate number of shares of common stock reserved under the Equity Incentive Plan will be equal to 6% of the total number of shares sold in this offering, inclusive of the shares, if any, sold to the underwriters upon exercise of their over-allotment option. In connection with stock splits, distributions, recapitalizations and certain other events, our Board of Directors or compensation committee will make proportionate adjustments that it deems appropriate in the aggregate number of shares of common stock that may be issued under our Equity Incentive Plan and the terms of outstanding awards. If any awards terminate, expire or are canceled, forfeited, exchanged or surrendered without having been exercised or paid or if any awards are forfeited or expire or otherwise terminate without the delivery of any shares of common stock, the shares of common stock subject to such awards will again be available for purposes of our Equity Incentive Plan.

No awards under our Equity Incentive Plan were outstanding prior to completion of this offering. The initial awards described above will become effective upon completion of this offering.

Share Usage. Shares of common stock that are subject to awards will be counted against our Equity Incentive Plan share limit as one share for every one share subject to the award. The number of shares subject to any stock appreciation rights awarded under our Equity Incentive Plan will be counted against the aggregate number of shares available for issuance under our Equity Incentive Plan regardless of the number of shares actually issued to settle the stock appreciation right upon exercise.

Prohibition on Repricing without Stockholder Approval. Except in connection with certain corporate transactions, no amendment or modification may be made to an outstanding stock option or stock appreciation right, including by replacement with or substitution of another award type, that would be treated as a repricing under applicable stock exchange rules or would replace stock options or stock appreciation rights with cash, in each case without the approval of the stockholders (although appropriate adjustments may be made to outstanding stock options and stock appreciation rights to achieve compliance with applicable law, including the Code).

Stock Options. Our Equity Incentive Plan authorizes our compensation committee to grant incentive stock options (under Section 422 of the Code) and options that do not qualify as incentive stock options. The exercise price of each option will be determined by our compensation committee, provided that the price cannot be less than 100% of the fair market value of shares of our common stock on the date on which the option is granted. If we were to grant incentive stock options to any 10% stockholder, the exercise price may not be less than 110% of the fair market value of our shares of common stock on the date of grant.

The term of an option cannot exceed ten years from the date of grant. If we were to grant incentive stock options to any 10% stockholder, the term cannot exceed five years from the date of grant. Our compensation committee determines at what time or times each option may be exercised and the period of time, if any, after retirement, death, disability or termination of employment during which options may be exercised. Options may be made exercisable in installments. The vesting and exercisability of options may be accelerated by our compensation committee. The exercise price of an option may not be amended or modified after the grant of the option, and an option may not be surrendered in consideration of or exchanged for or substituted for a grant of a new option having an exercise price below that of the option which was surrendered or exchanged or substituted for without stockholder approval.

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The exercise price for any option or the purchase price for restricted stock, if any, is generally payable (i) in cash or cash equivalents, (ii) to the extent the award agreement provides, by the surrender of shares of common stock (or attestation of ownership of such shares) with an aggregate fair market value, on the date on which the option is exercised, of the exercise price, (iii) with respect to an option only, to the extent the award agreement provides, by payment through a broker in accordance with procedures set forth by us or (iv) to the extent the award agreement provides and/or unless otherwise specified in an award agreement, any other form permissible by applicable laws, including net exercise and service to us.

Share Awards. Our Equity Incentive Plan also provides for the grant of share awards, including restricted stock and restricted stock units. A share award is an award of shares of common stock or stock units that may be subject to restrictions on transferability and other restrictions as our compensation committee determines in its sole discretion on the date of grant. The restrictions, if any, may lapse over a specified period of time or through the satisfaction of conditions, in installments or otherwise, as our compensation committee may determine. Restricted stock units are contractual promises to deliver shares of common stock in the future and may be settled in cash, shares, other securities or property (as determined by our compensation committee) upon the lapse of restrictions applicable to the award and otherwise in accordance with the award agreement. A participant who receives restricted stock will have all of the rights of a stockholder as to those shares, including, without limitation, the right to vote and the right to receive dividends or distributions on the shares, except that our compensation committee may require any dividends to be reinvested in shares. A participant who receives restricted stock units will have no rights of a stockholder with respect to the restricted stock units but may be granted the right to receive dividend equivalent rights. During the period, if any, when share awards are non-transferable or forfeitable, a participant is prohibited from selling, transferring, assigning, pledging, exchanging, hypothecating or otherwise encumbering or disposing of his or her award shares

Stock Appreciation Rights. Our Equity Incentive Plan authorizes our compensation committee to grant stock appreciation rights that provide the recipient with the right to receive, upon exercise of the stock appreciation right, cash, common stock or a combination of the two. The amount that the recipient will receive upon exercise of the stock appreciation right generally will equal the excess of the fair market value of shares of our common stock on the date of exercise over the shares' fair market value on the date of grant. Stock appreciation rights will become exercisable in accordance with terms determined by our compensation committee. Stock appreciation rights may be granted in tandem with an option grant or independently from an option grant. The term of a stock appreciation right cannot exceed ten years from the date of grant.

Performance Awards. Our Equity Incentive Plan also authorizes our compensation committee to grant performance awards. Performance awards represent the participant's right to receive a compensation amount, based on the value of our common stock, if performance goals established by our compensation committee are met. Our compensation committee will determine the applicable performance period, the performance goals and such other conditions that apply to the performance award. Performance goals may relate to our financial performance or the financial performance of our OP units, the participant's performance or such other criteria determined by our compensation committee. If the performance goals are met, performance awards will be paid in cash, shares of common stock or a combination thereof

Under our Equity Incentive Plan, one or more of the following business criteria, on a consolidated basis, and/or with respect to specified subsidiaries (except with respect to the total stockholder return and earnings per share criteria), will be used by our compensation committee in establishing performance goals: FFO; adjusted FFO; earnings before any one or more of the following: interest, taxes, depreciation, amortization and/or stock compensation; operating (or gross) income or profit;

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pretax income before allocation of corporate overhead and/or bonus; operating efficiencies; operating income as a percentage of net revenue; return on equity, assets, capital, capital employed or investment; after tax operating income; net income; earnings or book value per share; financial ratios; cash flow(s); total rental income or revenues; capital expenditures as a percentage of rental income; total operating expenses, or some component or combination of components of total operating expenses, as a percentage of rental income; stock price or total stockholder return, including any comparisons with stock market indices; appreciation in or maintenance of the price of the common stock or any of our publicly-traded securities; dividends; debt or cost reduction; comparisons with performance metrics of peer companies; comparisons of our stock price performance to the stock price performance of peer companies; strategic business objectives, consisting of one or more objectives based on meeting specified cost, acquisition or leasing targets, meeting or reducing budgeted expenditures, attaining division, group or corporate financial goals, meeting business expansion goals and meeting goals relating to leasing, acquisitions, joint ventures or collaborations or dispositions; economic value-added models; or any combination thereof. Each goal may be expressed on an absolute and/or relative basis, may be based on or otherwise employ comparisons based on internal targets, our past performance or the past performance of any of our subsidiaries, operating units, business segments or divisions and/or the past or current performance of other companies, and in the case of earnings-based measures, may use or employ comparisons relating to capital, stockholders' equity and/or shares outstanding, or to assets or net assets. Our compensation committee may appropriately adjust any evaluation of performance under the foregoing criteria to exclude any of the following events that occurs during a performance period: asset impairments or write-downs; litigation or claim judgments or settlements; the effect of changes in tax law, accounting principles or other such laws or provisions affecting reported results; accruals for reorganization and restructuring programs; any extraordinary non-recurring items as described in Accounting Principles Board Opinion No. 30 and/or in management's discussion and analysis of financial condition and results of operations appearing in our annual report to stockholders for the applicable year; the effect of adverse federal, governmental or regulatory action, or delays in federal, governmental or regulatory action; or any other event either not directly related to our operations or not within the reasonable control of our management.

Bonuses. Cash performance bonuses payable under our Equity Incentive Plan may be based on the attainment of performance goals that are established by our compensation committee and relate to one or more performance criteria described in the plan. Cash performance bonuses must be based upon objectively determinable bonus formulas established in accordance with the plan.

Dividend Equivalents. Our compensation committee may grant dividend equivalents in connection with the grant of any equity-based award. Dividend equivalents may be paid in cash or may be deemed reinvested in additional shares of stock and may be payable in cash, common stock or a combination of the two. To the extent the dividend equivalents are provided with respect to another award that vests or is earned based upon achievement of performance goals, any dividend equivalents will not be paid currently, but instead will be paid only to the extent the award vests. Our compensation committee will determine the terms of any dividend equivalents.

Other Equity-Based Awards. Our compensation committee may grant other types of equity-based awards under our Equity Incentive Plan, including LTIP units. Other equity-based awards are payable in cash, common stock or other equity, or a combination thereof, and may be restricted or unrestricted, as determined by our compensation committee. The terms and conditions that apply to other equity-based awards are determined by our compensation committee.

LTIP units are a special class of OP units. Each LTIP unit awarded under our Equity Incentive Plan will be equivalent to an award of one share under our Equity Incentive Plan, reducing the number of shares available for other equity awards on a one-for-one basis. We will not receive a tax deduction with respect to the grant, vesting or conversion of any LTIP unit. The vesting period for any LTIP

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units, if any, will be determined at the time of issuance. Each LTIP unit, whether vested or not, will receive the same quarterly per unit profit distribution as the other outstanding OP units, which profit distribution will generally equal the per share distribution on a share of common stock. This treatment with respect to quarterly distributions is similar to the expected treatment of our restricted stock awards, which will receive full distributions whether vested or not. Initially, each LTIP unit will have a capital account of zero and, therefore, the holder of the LTIP unit would receive nothing if our operating partnership were liquidated immediately after the LTIP unit is awarded. However, the partnership agreement requires that "book gain" or economic appreciation in our assets realized by our operating partnership, whether as a result of an actual asset sale or upon the revaluation of our assets, as permitted by applicable regulations promulgated by the U.S. Treasury Department, or Treasury Regulations, be allocated first to LTIP units until the capital account per LTIP unit is equal to the capital account per unit of our operating partnership. The applicable Treasury Regulations provide that assets of our operating partnership may be revalued upon specified events, including upon additional capital contributions by us or other partners of our operating partnership or a later issuance of additional LTIP units. Upon equalization of the capital account of the LTIP unit with the per unit capital account of the OP units and full vesting of the LTIP unit, the LTIP unit will be convertible into an OP unit at any time. There is a risk that a LTIP unit will never become convertible because of insufficient gain realization to equalize capital accounts and, therefore, the value that a grantee will realize for a given number of vested LTIP units may be less than the value of an equal number of shares of common stock. See "Our Operating Partnership and the Partnership Agreement," for a further description of the rights of limited partners in our operating partnership.

Recoupment. If we adopt a "clawback" or recoupment policy, any awards granted pursuant to our Equity Incentive Plan will be subject to repayment to us to the extent provided under the terms of such policy. We reserve the right in any award agreement to cause a forfeiture of the gain realized by a recipient if such recipient is in violation of or in conflict with certain agreements with us (including but not limited to an employment or non-competition agreement) or upon termination for "cause" as defined in our Equity Incentive Plan, applicable award agreement or any other agreement between us or an affiliate and the recipient.

Change in Control. If we experience a change in control in which outstanding awards that are not exercised prior to the change in control will not be assumed or continued by the surviving entity: (1) except for performance awards, all restricted stock, LTIP units and restricted stock units will vest and the underlying shares of common stock and all dividend equivalent rights will be delivered immediately before the change in control; or (2) at our Board of Director's or compensation committee's discretion, either all options and stock appreciation rights will become exercisable 15 days before the change in control and terminate upon completion of the change in control, or all options, stock appreciation rights, restricted stock and restricted stock units will be cashed out before the change in control. In the case of performance awards denominated in shares or LTIP units, if more than half of the performance period has lapsed, the awards will be converted into restricted stock or restricted stock units based on actual performance to date. If less than half of the performance period has lapsed, or if actual performance is not determinable, the awards will be converted into restricted stock assuming target performance has been achieved.

In summary, a change in control under our Equity Incentive Plan occurs if:

•: a person, entity or affiliated group (with certain exceptions) acquires, in a transaction or series of transactions, 50% or more of the total combined voting power of our outstanding securities;
•: the consummation of a merger or consolidation, unless (1) the holders of our voting shares immediately prior to the merger have at least 50.1% of the combined voting power of the securities in the surviving entity or its parent or (2) no person owns 50% or more of the shares of the surviving entity or the combined voting power of our outstanding voting securities;

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•: we sell or dispose of all or substantially all of our assets; or
•: individuals who constitute our Board of Directors cease for any reason to constitute a majority of our Board of Directors, treating any individual whose election or nomination was approved by a majority of the incumbent directors as an incumbent director for this purpose.

Adjustments for Stock Dividends and Similar Events. Our compensation committee will make appropriate adjustments in outstanding awards and the number of shares available for issuance under our Equity Incentive Plan, including the individual limitations on awards, to reflect stock splits and other similar events.

Transferability of Awards. Except as otherwise permitted in an award agreement or by our compensation committee, awards under the Equity Incentive Plan are not transferable other than by a participant's will or the laws of descent and distribution.

Term and Amendment. Our Board of Directors may amend or terminate our Equity Incentive Plan at any time; provided that no amendment may adversely impair the benefits of participants with respect to outstanding awards without the participants' consent or violate our equity incentive plan's prohibition on repricing. Our stockholders must approve any amendment if such approval is required under applicable law or stock exchange requirements. Our stockholders also must approve any amendment that changes the no-repricing provisions of the plan. Unless terminated sooner by our Board of Directors or extended with stockholder approval, our Equity Incentive Plan will terminate on the tenth anniversary of the adoption of the plan

Certain U.S. Federal Income Tax Consequences

Parachute Limitation. Unless a recipient is party to another agreement that addressed Sections 280G and 4999 of the Code, to the extent any payment or benefit would be subject to an excise tax imposed in connection with Section 4999 of the Code, such payments and/or benefits may be subject to a "best pay cap" reduction to the extent necessary so that the executive receives the greater of the (i) net amount of the payment and benefits reduced such that such payments and benefits will not be subject to the excise tax and (ii) net amount of the payments and benefits without reduction but with the executive paying the excise tax liability.

Section 162(m). Section 162(m) of the Code generally disallows a public company's tax deduction for compensation paid in excess of $1.0 million in any tax year to its chief executive officer and certain other most highly compensated executives. However, compensation that qualifies as "performance-based compensation" is excluded from this $1.0 million deduction limit and therefore remains fully deductible by the company that pays it. We generally intend that, except as otherwise determined by our compensation committee, performance awards and stock options granted with an exercise price at least equal to 100% of the fair market value of the underlying shares of common stock at the date of grant to employees our compensation committee expects to be named executive officers at the time a deduction arises in connection with such awards, will qualify as "performance-based compensation" so that these awards will not be subject to the Section 162(m) deduction limitations. Our compensation committee will not necessarily limit executive compensation to amounts deductible under Section 162(m) of the Code, however, if such limitation is not in the best interests of us and our stockholders.

Section 409A. We intend to administer our Equity Incentive Plan so that awards will be exempt from, or will comply with, the requirements of Section 409A of the Code; however, we do not warrant that any award under our Equity Incentive Plan will qualify for favorable tax treatment under Section 409A of the Code or any other provision of federal, state, local or foreign law. We will not be liable to any participant for any tax, interest, or penalties that such participant might owe as a result of the grant, holding, vesting, exercise, or payment of any award under our Equity Incentive Plan.

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Employment Agreements

Upon completion of this offering, we will enter into employment agreements with Messrs. Pittman and Fabbri. Set forth below is a description of the anticipated terms of each employment agreement.

The employment agreements will have initial three-year terms with automatic one-year renewals thereafter, unless the executive or we provides notice of non-renewal to the other party. The employment agreements will provide for an initial base salary of $400,000 to Mr. Pittman and an initial base salary of $200,000 to Mr. Fabbri, to be adjusted annually thereafter at the discretion of our Board of Directors or the compensation committee. Pursuant to the employment agreements, the executives will be eligible to receive an annual discretionary bonus in the event we or the executive, or both, respectively, achieve certain financial performance and personal performance targets to be established by our Board of Directors or the compensation committee pursuant to a cash compensation incentive plan or similar plan to be established by us in our sole discretion under our Equity Incentive Plan. The executive will also be eligible to participate in other compensatory and benefit plans available to all employees.

The employment agreement will provide that, if the executive's employment is terminated:

•: by us for "cause," by the executive without "good reason," as a result of a non-renewal of the employment term by the executive, or due to the executive's death, then we shall pay the executive: (i) all accrued but unpaid wages through the termination date; (ii) all earned and accrued but unpaid bonuses; (iii) all accrued but unused vacation for the year in which the termination occurs through the termination date; and (iv) all approved, but unreimbursed, business expenses;
•: by us without "cause," by the executive for "good reason," or as a result of a non-renewal of the employment term by us, then we shall pay the executive: (i) all accrued but unpaid wages through the termination date; (ii) all accrued but unused vacation for the year in which the termination occurs through the termination date; (iii) all approved, but unreimbursed, business expenses; (iv) all earned and accrued but unpaid bonuses; (v) any COBRA continuation coverage premiums required for the coverage of the executive (and his eligible dependents) under our major medical group health plan, generally for a period of 18 months or, if less, until the executive or his eligible dependent is no longer entitled to COBRA coverage; and (vi) a separation payment equal to the sum of three times (3x) for Mr. Pittman, and two times (2x) for Mr. Fabbri, of their (A) then current base salary, (B) average annual bonus for the two annual bonus periods completed prior to termination (or target bonus for any fiscal year not yet completed), and (C) the average value of any annual equity award(s) made in connection with the prior two annual grants during the employment term (excluding the initial grant of restricted shares described above, any awards made pursuant to multi-year, at performance or long-term performance program and any other non-recurring awards, with such separation payment being payable in equal installments over a period of 12 months following such termination;
•: due to the executive's "disability," then we shall pay the executive (or the executive's estate and/or beneficiaries, as the case may be): (i) all accrued but unpaid wages through the termination date; (ii) all earned and accrued but unpaid bonuses prorated to the date of his disability; (iii) all accrued but unused vacation for the year in which the termination occurs through the termination date; (iv) all approved, but unreimbursed, business expenses; and (v) any COBRA continuation coverage premiums required for the coverage of the executive (or his eligible dependents) under our major medical group health plan, generally for a period of 18 months or, if less, until the executive or his eligible dependent is no longer entitled to COBRA coverage.

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Additionally, if the executive's employment is terminated by us without "cause," by the executive for "good reason" or as a result of a non-renewal of the employment term by us, all of the executive's outstanding unvested equity-based awards (including but not limited to, restricted stock and restricted stock units) will vest and become immediately exercisable and unrestricted, without any action by our Board of Directors or any committee thereof (except vesting may be delayed to qualify as performance-based compensation for purposes of Section 162(m) of the Code).

The executive's right to receive the severance payments and benefits described above is subject to his delivery and non-revocation of an effective general release of claims in favor of our company and compliance with customary restrictive covenant provisions, including, relating to confidentiality, noncompetition, nonsolicitation, cooperation and nondisparagement.

In addition, under the employment agreements, to the extent any payment or benefit would be subject to an excise tax imposed in connection with Section 4999 of the Code, such payments and/or benefits may be subject to a "best pay cap" reduction to the extent necessary so that the executive receives the greater of the (i) net amount of the payments and benefits reduced such that such payments and benefits will not be subject to the excise tax and (ii) net amount of the payments and benefits without such reduction.

Indemnification of Directors and Officers and Limitation of Liability

For information concerning indemnification applicable to our directors and officers, see "Certain Provisions of Maryland Law and of Our Charter and Bylaws."

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PRINCIPAL STOCKHOLDERS

The following table sets forth certain information regarding the beneficial ownership of shares of our common stock and shares of common stock issuable upon redemption of OP units immediately following the completion of this offering and consummation of the formation transactions for (1) each person who is expected to be the beneficial owner of 5% or more of our outstanding common stock immediately following the completion of this offering, (2) each of our directors, director nominees and named executive officers, and (3) all of our directors, director nominees and executive officers as a group. This table assumes that the formation transactions and this offering are completed, and gives effect to the expected issuance of common stock and OP units in connection with this offering and the formation transactions (based on the midpoint of the price range set forth on the front cover of this prospectus). Each person named in the table has sole voting and investment power with respect to all of the shares of our common stock shown as beneficially owned by such person, except as otherwise set forth in the footnotes to the table. The extent to which a person will hold shares of common stock as opposed to OP units is set forth in the footnotes below.

The SEC has defined "beneficial ownership" of a security to mean the possession, directly or indirectly, of voting power or investment power over such security. A stockholder is also deemed to be, as of any date, the beneficial owner of all securities that such stockholder has the right to acquire within 60 days after that date through (1) the exercise of any option, warrant or right, (2) the conversion of a security, (3) the power to revoke a trust, discretionary account or similar arrangement or (4) the automatic termination of a trust, discretionary account or similar arrangement. In computing the number of shares beneficially owned by a person and the percentage ownership of that person, shares of our common stock subject to options or other rights (as set forth above) held by that person that are exercisable as of the completion of this offering or will become exercisable within 60 days thereafter, are deemed outstanding, while such shares are not deemed outstanding for purposes of computing percentage ownership of any other person.

Unless otherwise indicated, the address of each named person is c/o Farmland Partners Inc., 8670 Wolff Court, Suite 240, Westminster, Colorado 80031. No shares or OP units beneficially owned by any executive officer, director or director nominee have been pledged as security for a loan.

Name of Beneficial Owner

Named Executive Officers and Directors
Paul A. Pittman	99,267	1,945,000	(3)	2.0	%	30.0	%
Luca Fabbri	41,667	—		*		*
Jay Bartels	3,000	—		*		*
Chris A. Downey	3,000	—		*		*
Dean Jernigan	3,000	—		*		*
Darell D. Sarff	3,000	—		*		*
Robert S. Solomon	3,000	—		*		*
All executive officers, directors and director nominees as a group (7 people)	155,933	1,945,000		3.2	%	30.8	%
Other 5% Holders
Pittman Hough Farms LLC(3)	—	1,945,000		—		28.6	%

*: Less than 1.0%
(1): Represents the number of restricted shares of our common stock expected to be granted to the named individual pursuant to our Equity Incentive Plan concurrently with the completion of this offering, based upon an assumed public offering price equal to the midpoint of the price range set forth on the front cover of this prospectus.

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(2): Assumes an aggregate of 4,866,667 shares of common stock and an aggregate of 1,945,000 OP units (other than OP units to be held by us) are outstanding immediately following this offering, which does not reflect shares of common stock reserved for issuance upon exercise of the underwriters' over-allotment option.
(3): Consists of 1,945,000 OP Units expected to be issued to Pittman Hough Farms upon completion of this offering. Mr. Pittman owns 75% of the interests in, and controls, Pittman Hough Farms and, therefore, may be deemed to control voting and investment power over the OP Units held by Pittman Hough Farms. Mr. Pittman disclaims beneficial ownership in the OP Units except to the extent of his pecuniary interest. The address of Pittman Hough Farms is 8670 Wolff Court, Suite 240, Westminster, CO 80031.

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CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

Formation Transactions

The initial properties that will be owned by us through our operating partnership upon completion of this offering and consummation of the formation transactions are currently owned indirectly by FP Land, a Delaware limited liability company that is 100% owned by Pittman Hough Farms, an entity in which Mr. Pittman owns a 75% controlling interest and in which Mr. Hough and certain members of Mr. Hough's family own the remaining 25% interest. We refer to the individuals that indirectly own 100% of the limited liability company interests in FP Land as the "prior investors." FP Land has entered into the FP Land Merger Agreement with our operating partnership, pursuant to which FP Land will merge with and into our operating partnership (with our operating partnership surviving) and Pittman Hough Farms will receive OP units as consideration for the merger. We refer to this merger as the FP Land Merger. The number of OP units issuable to Pittman Hough Farms in the formation transactions is based upon the terms of FP Land Merger Agreement, and was based upon Messrs. Pittman and Fabbri's estimates of the fair market value of the properties that will comprise our initial portfolio and the outstanding indebtedness of our Predecessor. See "Structure and Formation of Our Company—Determination of Consideration Payable in the Formation Transactions."

Pittman Hough Farms has had a substantive, pre-existing relationship with us and has represented to us that it is an "accredited investor" as defined under Regulation D of the Securities Act. The issuance of OP units to Pittman Hough Farms in the formation transactions will be effected in reliance upon exemptions from registration provided by Section 4(a)(2) of the Securities Act and Regulation D under the Securities Act.

The following table sets forth the consideration to be indirectly received by Mr. Pittman, our Executive Chairman, President and Chief Executive Officer, and Mr. Hough, who will provide consulting services to us pursuant to the Consulting Agreement, in connection with the formation transactions, assuming a price per OP unit equal to the midpoint of the price range set forth on the front cover of this prospectus.

Prior Investors	Relationship to Us			Total Value of Formation Transaction Consideration

Paul A. Pittman	Executive Chairman, President and Chief Executive Officer	1,458,750	(1)	$	21,881,250	(1)
Jesse J. Hough	Consultant	262,575	(2)	$	3,938,625	(2)

(1): Represents Mr. Pittman's pecuniary interest in the OP units that Pittman Hough Farms will receive as consideration in the FP Land Merger.
(2): Represents Mr. Hough's pecuniary interest in the OP units that Pittman Hough Farms will receive as consideration in the FP Land Merger. In addition, certain members of Mr. Hough's family, through their interests in Pittman Hough Farms, will indirectly receive as consideration in the FP Land Merger an aggregate of 223,675 OP units having an aggregate value of approximately $3.4 million.

We have not obtained a fairness opinion in connection with the FP Land Merger. The amount of consideration to be paid by us to Pittman Hough Farms in the FP Land Merger was based upon Messrs. Pittman and Fabbri's estimates of the fair market value of the properties that will comprise our initial portfolio and the outstanding indebtedness of our Predecessor. The estimates of the properties' fair market value were based on various factors including assessments of comparable farmland in each of the markets in which the properties are located and publicly available records of farmland sales. However, the consideration to be paid by us to Pittman Hough Farms was not based on arm's-length negotiations and was not approved by any independent directors. Through his interest in Pittman

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Hough Farms, Mr. Pittman, who had significant influence in structuring the formation transactions, will indirectly receive an aggregate of 1,458,750 OP units as a result of the formation transactions. These OP units will have an initial value of approximately $21.9 million, based on an initial public offering price of $15.00 per share (the midpoint of the price range set forth on the front cover of this prospectus), and will represent 21.4% of the outstanding equity interests of our company (on a fully diluted basis) upon completion of this offering and the formation transactions. The consideration we will pay for the farmland and other assets in our initial portfolio may exceed their fair market value and we could realize less value from these assets than we would have if the assets had been acquired through arm's-length negotiations.

In connection with the formation transactions, Messrs. Pittman and Hough will enter into the Representation, Warranty and Indemnity Agreement, pursuant to which they will make certain representations and warranties to us regarding the properties being acquired in the FP Land Merger and agree to indemnify us and our operating partnership for certain breaches of such representations and warranties for one year after the completion of the formation transactions. See "Structure and Formation of Our Company—Formation Transactions." Other than Messrs. Pittman and Hough, no party will provide us with any indemnification, other than with respect to representations regarding their interests in FP Land.

Shared Services Agreement

Upon completion of this offering, we will enter into the Shared Services Agreement with American Agriculture, a Colorado corporation that is owned 75% by Mr. Pittman and 25% by Mr. Hough, pursuant to which American Agriculture will provide certain support services to us, including providing office space, administrative support, accounting support, information technology services (which will include hosting and maintaining a separate and secure website, email service and other software necessary to operate our business, in a totally independent and password protected system segregated from other American Agriculture sites) and human resources assistance. We believe this arrangement with American Agriculture will provide cost-effective support to us until such time as our portfolio and revenues reach a level that makes it cost-effective for us to internally build out our staff and other overhead.

The Shared Services Agreement will provide for an annual fee of $175,000 in cash, payable to American Agriculture in equal quarterly installments. The annual fee reflects the expected cost American Agriculture will incur in connection with providing us the services described above. After the initial one-year term of the Shared Services Agreement, the annual fee may be increased or decreased based on the actual cost American Agriculture incurred in connection with providing us the services described above during the initial term of the Shared Services Agreement, provided that such costs are no greater than those that would be payable to outside professionals or consultants engaged to perform such services pursuant to agreements negotiated on an arm's-length basis.

The initial term of the Shared Services Agreement expires on the first anniversary of the closing of this offering and will be automatically renewed for additional one-year terms each anniversary date thereafter unless previously terminated by us or American Agriculture. We expect to terminate the Shared Services Agreement effective January 1 following the fiscal year during which the market capitalization of our common stock exceeds $500 million. However, any termination of the Shared Services Agreement by us will be at the discretion of our Board of Directors. Any amendment to the Shared Services Agreement, including any increase or decrease in the annual fee payable to American Agriculture, will require the approval of the majority of the independent members of our Board of Directors.

Consulting Agreement

Upon completion of this offering, we will enter into the Consulting Agreement with Jesse J. Hough, pursuant to which he will advise us with respect to business strategies and related matters,

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including asset underwriting, asset acquisitions and accounting matters, as well as other matters reasonably requested by us during the term of the Consulting Agreement in exchange for our payment of a consulting fee. See "Management—Consulting Agreement."

Leases with Our Related Tenants

Prior to the completion of this offering, our Predecessor leased 36 of the 38 farms and the three grain storage facilities in our initial portfolio to either Astoria Farms or Hough Farms, our related tenants, pursuant to triple-net leases, all of which will be terminated in connection with this offering. Pursuant to these leases, our Predecessor, in which Mr. Pittman has a 75% indirect ownership interest, received an aggregate of $2,179,916, $1,794,600 and $1,289,157 during the years ended December 31, 2013, 2012 and 2011, respectively, from our related tenants.

Upon completion of this offering and the formation transactions, 36 of the 38 farms and the three grain storage facilities in our initial portfolio will be leased to our related tenants pursuant to newly executed triple-net leases with terms ranging from one to three years and 2014 contractual rent ranging from approximately $11,500 to $229,500, or $2,639,514 in the aggregate for 2014.

Mr. Pittman has a 28.3% indirect partnership interest in, and controls, Astoria Farms, and has an 18.75% indirect partnership interest in Hough Farms. Mr. Hough has a 4.3% indirect partnership interest in Astoria Farms and a 28.3% indirect partnership interest in Hough Farms. As a result, these leases were not negotiated on an arm's-length basis, and the terms, including the annual rent and other amounts payable, may not be as favorable to us as if the leases had been negotiated with an unaffiliated third party. See "Risk Factors—Risks Related to Our Organizational Structure—The leases with our related tenants were not negotiated on an arm's-length basis and may not be as favorable to us as if they had been negotiated with unaffiliated third parties." The renewal of any of the leases with our related tenants and any new leases with these entities or any other entity affiliated with our management team or Mr. Hough will require the approval of a majority of the independent members of our Board of Directors. See "Our Business and Properties—Description of Our Leases—Leases in Place Upon Completion of This Offering."

Excluded Assets and Businesses

Messrs. Pittman and Hough will retain ownership interests in one farm in Illinois (consisting of 2,866 total acres) and one farm in Nebraska (consisting of 1,193 total acres) that will not be acquired by us in our formation transactions, due to their families' long-term ownership of those farms and the high proportion of non-tillable acreage of those farms, including pasture land, livestock facilities and land devoted to recreational activities. In addition, the excluded Illinois farm contains a substantial amount of timberland from which revenues are generated from logging and hunting. We refer to the excluded Illinois farm and the excluded Nebraska farm as the "homestead farms" in this prospectus. We generally do not believe the two homestead farms are consistent with our investment criteria and business and growth strategies. However, upon completion of this offering and consummation of the formation transactions, we will enter into agreements with Messrs. Pittman and Hough and certain of their affiliates pursuant to which we will be granted a right of first offer with respect to any portion of the homestead farms that Messrs. Pittman and Hough and certain of their affiliates desire to transfer.

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In addition, Messrs. Pittman and Hough are the sole owners of, and Mr. Hough is an employee of, American Agriculture, which provides services related to farming and livestock and is a party to the Shared Services Agreement. See "—Shared Services Agreement." Mr. Pittman also has (i) ownership interests in Astoria Farms and Hough Farms, which are engaged primarily in the production and sale of corn and soybeans and will lease 84.0% of the total acres in our initial portfolio, and (ii) a controlling interest in a livestock business. Mr. Hough has ownership interests in and manages the farming operations of Astoria Farms and Hough Farms and the livestock business controlled by Mr. Pittman.

Homestead Exemption Policy

Our Board of Directors has adopted the Homestead Exemption Policy to allow Mr. Pittman and entities controlled by him to acquire additional farmland in close proximity to the two homestead farms. Pursuant to the Homestead Exemption Policy, Mr. Pittman and entities controlled by him have a right of first opportunity to acquire farmland in a total of 15 townships that are located within Fulton County or Schuyler County in Illinois or Butler County in Nebraska, which are the counties in which the two excluded farms are located. The specific townships are Astoria, Isabel, Kerton, Pleasant, Vermont and Woodland in Fulton County, Illinois; Browning, Hickory, Oakland and Rushville in Schuyler County, Illinois; and Alexis, Bone Creek, Olive, Savannah and Summit in Butler County, Nebraska. Under the Homestead Exemption Policy, Mr. Pittman and entities controlled by him may acquire no more than an aggregate of $5.0 million of farmland properties in these 15 townships annually without first offering the acquisition opportunity to us or otherwise receiving the consent or approval of the majority of the independent members of our Board of Directors. Some of the farms in our initial portfolio are located in townships in which Mr. Pittman and entities controlled by Mr. Pittman will be permitted to acquire farms pursuant to this policy. Although this policy could allow Mr. Pittman and the entities controlled by him to acquire farmland that is directly competitive with certain of the farms in our initial portfolio, Mr. Pittman has advised us that he does not intend to acquire for his own account farms that would directly compete with the farms we then own without first offering the acquisition opportunity to us. The independent members of our Board of Directors will review this policy annually.

Right of First Offer Agreements

Upon completion of this offering and consummation of the formation transactions, we will enter into agreements with Mr. Pittman and Pittman Hough Farms, pursuant to which we will be granted a right of first offer with respect to any portion of the two homestead farms that Mr. Pittman and Pittman Hough Farms desire to transfer. See "—Excluded Assets and Businesses." Under the right of first offer agreements, if Mr. Pittman or Pittman Hough Farms intends to transfer any portion of the two homestead farms pursuant to a public auction, the right of first offer provisions will not apply as long as Mr. Pittman or Pittman Hough Farms, as applicable, provides us written notice of the time and place of such public auction at least 30 days in advance of such public auction. Decisions regarding the exercise of our rights under these agreements will require approval of a majority of the independent

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members of our Board of Directors. The right of first offer agreements will terminate automatically if Mr. Pittman ceases to be an executive officer and director of our company.

Partnership Agreement

In connection with the completion of the formation transactions, Pittman Hough Farms, which is owned 75% by Mr. Pittman, will receive OP units. As a result, Pittman Hough Farms will become a limited partner of our operating partnership under the partnership agreement. See "Our Operating Partnership and the Partnership Agreement." Upon completion of this offering and the formation transactions, Mr. Pittman will beneficially own 21.4% of the outstanding OP units on a fully diluted basis (or 19.4% if the underwriters' over-allotment option is exercised in full).

Pursuant to the partnership agreement, limited partners of our operating partnership and some assignees of limited partners will have the right, beginning 12 months after the completion of the formation transactions, to require our operating partnership to redeem part or all of their OP units for cash equal to the then-current market value of an equal number of shares of our common stock (determined in accordance with and subject to adjustment under the partnership agreement) or, at our election, for shares of our common stock on a one-for-one basis, subject to certain adjustments and the restrictions on ownership and transfer of our stock set forth in our charter and described under the section titled "Description of Our Capital Stock—Restrictions on Ownership and Transfer."

Registration Rights

In connection with the completion of this offering, we will enter into a registration rights agreement with Pittman Hough Farms, which is owned 75% by Mr. Pittman. Pursuant to the terms of the registration rights agreement, we will agree to file, following the date on which we become eligible to file a registration statement on Form S-3 under the Securities Act, one or more registration statements registering the issuance and resale of the common stock issuable upon redemption of the OP units issued in connection with the formation transactions. We will agree to pay all of the expenses relating to such registration statements. See "Shares Eligible for Future Sale—Registration Rights."

Tax Protection Agreement

Our operating partnership will enter into a tax protection agreement with Pittman Hough Farms, in which Mr. Pittman has a 75% controlling interest, pursuant to which our operating partnership will agree to indemnify Pittman Hough Farms, against adverse tax consequences (including as a result of receiving a tax protection payment) in connection with (i) our sale of the protected properties in our initial portfolio in a taxable transaction until the fifth (with respect to certain properties) or seventh (with respect to other properties) anniversary of the completion of the formation transactions and (ii) our operating partnership's failure to provide Pittman Hough Farms, the opportunity to guarantee certain debt of our operating partnership (or, alternatively, to enter into deficit restoration obligations) until the seventh anniversary of the completion of the formation transactions. In our initial portfolio, 15 properties, which represent 43% of the total acres in the portfolio, will be subject to the five-year tax protection period described in clause (i) above; 11 properties, which represent 41% of the total acres in the portfolio, will be subject to the initial seven-year tax protection period; and 12 properties, which represent 16% of the total acres in the portfolio, will have no tax protection. In addition, after expiration of the aforementioned initial tax protection periods, our operating partnership generally has agreed to use its best efforts to continue to comply with its obligations under the tax protection agreement with respect to those properties subject to the seven-year protection period and its obligations described under clause (ii) above. Notwithstanding the foregoing, all such obligations generally will terminate on the earlier of (x) the disposition by Pittman Hough Farms, in a taxable transaction, of 50% or more of the OP units originally received pursuant to the formation transactions, and (y) the later of the death of Mr. Pittman or his wife. Pursuant to the tax protection agreement, it is anticipated that the total amount of protected built-in gain on the protected properties will be

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approximately $33.2 million, approximately $20.6 million of which is attributable to those properties subject to the initial seven-year protection period. Our operating partnership also will agree to provide Pittman Hough Farms, the opportunity to guarantee a portion of our operating partnership's indebtedness, or, alternatively, to enter into deficit restoration obligations, to provide certain tax protections. We are currently evaluating, and have not yet determined, whether Pittman Hough Farms, will have a need to guarantee debt immediately upon completion of this offering and consummation of the formation transactions. In addition to any guarantee opportunities provided immediately upon completion of the formation transactions and this offering, this opportunity will also be provided upon future repayment, retirement, refinancing, or other reduction (other than scheduled amortization) of our operating partnership's liabilities, and we will indemnify Pittman Hough Farms, for any tax liabilities it incurs as a result of our failure to timely provide such opportunity and any tax liabilities incurred as a result of such tax protection payment.

Release of Guarantees

Mr. Pittman is the guarantor of approximately $9.2 million of indebtedness, which will be repaid with a portion of the net proceeds from this offering and, as a result, Mr. Pittman will be released from these guarantee obligations. In addition, Mr. Pittman is the guarantor of approximately $30.8 million of indebtedness that we will assume in connection with the formation transactions. In connection with this assumption, we will seek to have Mr. Pittman released from such guarantees.

Debt Repayment

Of the approximately $12.0 million of indebtedness that will be repaid with a portion of the net proceeds from this offering, $6.8 million is being repaid to release mortgage liens on properties in which Mr. Pittman has an ownership interest that are not being acquired by us in connection with the formation transactions. As a result, Mr. Pittman will benefit from the release of the mortgage liens on these properties. However, because of our assumption and repayment of this indebtedness, Mr. Pittman, through his 75% interest in Pittman Hough Farms, is indirectly receiving fewer OP units in the FP Land Merger than he would if we did not assume and repay this indebtedness.

Reimbursement of Pre-Closing Offering Expenses

Certain entities controlled by Mr. Pittman, our Executive Chairman, President and Chief Executive Officer, anticipate advancing or incurring an aggregate of approximately $1.4 million in organizational, legal, accounting and other similar expenses in connection with this offering and the formation transactions. We will reimburse these entities controlled by Mr. Pittman for these expenses, assume the debt incurred in paying these expenses or otherwise assume responsibility for paying these expenses upon completion of this offering and the formation transactions.

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Properties Recently Acquired by Our Predecessor

Through various transactions during the two years prior to this offering and the formation transactions, our Predecessor acquired the following properties on the dates and for the purchase prices set forth in the following table:

Property Name	Date Acquired	Purchase Price

Smith	6/26/2013	$	1,147,188
Zeagers	12/26/2012		1,149,000
Symond	12/21/2012		1,700,000
McFadden MD	10/8/2012		609,933
McFadden SC	10/8/2012		251,748
Kelly	6/29/2012		742,097
Beckerdite	2/12/2012		990,516
Matulka and Stanbra/Zeller(1)	1/1/2012		3,560,425

(1): The Matulka farm includes a grain storage facility. These properties were acquired pursuant to the Cottonwood business combination described in the Note 4 to the audited combined consolidated financial statements of our Predecessor as of and for the years ended December 31, 2013 and 2012, which are included elsewhere in this prospectus.

Equity Incentive Plan

Prior to or concurrently with the completion of this offering, we expect to adopt our Equity Incentive Plan, a cash and equity-based incentive award plan for our directors, officers, employees and consultants. We expect that an aggregate of 122,000 shares of our common stock and OP units will be available for future issuance under awards granted pursuant to our Equity Incentive Plan. See "Management—Executive Officer and Director Compensation—Equity Incentive Plan."

IPO Grants Under Equity Incentive Plan

Upon completion of this offering, we expect to grant an aggregate of $2.8 million in restricted shares of our common stock to Messrs. Pittman, Fabbri and Hough, which will vest in equal annual installments over three years beginning on the first anniversary following the date of the grant, and an aggregate of $225,000 in restricted shares of our common stock to our independent directors. All restricted shares granted to our independent directors will vest ratably on each of the first three anniversaries of the date of grant, subject to such director's continued service on our Board of Directors. See "Management—Executive Officer and Director Compensation."

Employment Agreements

We will enter into an employment agreement with each of Messrs. Pittman and Fabbri that will be effective upon completion of this offering. These employment agreements provide for base salary, bonus and other benefits, including severance and accelerated vesting of equity awards upon a termination of the executive's employment under certain circumstances. See "Management—Executive Compensation—Employment Agreements."

Indemnification of Officers and Directors

Effective upon completion of this offering, our charter and bylaws will provide for certain indemnification rights for our directors and officers and we will enter into an indemnification agreement with each of our executive officers and directors, providing for procedures for indemnification and advancements by us of certain expenses and costs relating to claims, suits or proceedings arising from their service to us or, at our request, service to other entities, as officers or directors, or in certain other capacities, to the maximum extent permitted by Maryland law. See "Certain Provisions of Maryland Law and of Our Charter and Bylaws—Limitation of Directors' and Officers' Liability and Indemnification."

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STRUCTURE AND FORMATION OF OUR COMPANY

Our Operating Entities

Our Company

We were formed as a Maryland corporation on September 27, 2013 and will commence operations upon completion of this offering and consummation of the formation transactions. We will conduct our business through a traditional UPREIT structure in which our properties are owned by our operating partnership directly or through subsidiaries, as described below under "—Our Operating Partnership." Our wholly owned subsidiary, Farmland Partners OP GP, LLC, is the sole general partner of our operating partnership and, upon completion of this offering and consummation of the formation transactions, we will own approximately 71.4% of the OP units in our operating partnership on a fully diluted basis. Our Board of Directors will oversee our business and affairs.

Our Operating Partnership

Our operating partnership was formed as a Delaware limited partnership on September 27, 2013 and will commence operations upon completion of this offering and consummation of the formation transactions. Following completion of this offering and consummation of the formation transactions, substantially all of our assets will be held by, and our operations will be conducted through, our operating partnership. Our wholly owned subsidiary, Farmland Partners OP GP, LLC, is the sole general partner of the operating partnership. As a result, we generally will have the exclusive power under the partnership agreement to manage and conduct its business and affairs, subject to certain limited approval and voting rights of the limited partners, which are described more fully below in "Our Operating Partnership and the Partnership Agreement." In the future, we expect to issue OP units from time to time in connection with property acquisitions, as compensation or otherwise.

Formation Transactions

The properties that will be owned by us through our operating partnership upon completion of this offering and consummation of the formation transactions are currently owned indirectly by our Predecessor, FP Land, a Delaware limited liability company that is 100% owned by Pittman Hough Farms LLC, or Pittman Hough Farms, a Colorado limited liability company in which Mr. Pittman owns a 75% controlling interest and in which Mr. Hough and certain members of Mr. Hough's family own the remaining 25% interest. We refer to the individuals that indirectly own 100% of the limited liability company interests in FP Land as the "prior investors." FP Land has entered into the FP Land Merger Agreement with our operating partnership, pursuant to which FP Land will merge with and into our operating partnership (with our operating partnership surviving) and Pittman Hough Farms will receive OP units as consideration for the merger. We refer to this merger as the FP Land Merger. See "Certain Relationships and Related Party Transactions." The number of OP units issuable to Pittman Hough Farms in the formation transactions is based upon Messrs. Pittman and Fabbri's estimates of the fair market value of the properties that will comprise our initial portfolio and the outstanding indebtedness of our Predecessor. The estimates of the properties' fair market value were based on various factors, including assessments of comparable farmland in each of the markets in which the properties are located and publicly available records of farmland sales. See "—Determination of Consideration Payable in the Formation Transactions." No shares of our common stock will be issued as consideration in the formation transactions.

The values of OP units set forth below and elsewhere in this prospectus assume a value per OP unit equal to the price per share to the public of our common stock in this offering equal to the midpoint of the price range set forth on the front cover of this prospectus. Pursuant to the terms of the FP Land Merger Agreement, the number of OP units to be received by Pittman Hough Farms as consideration for the merger is fixed. As a result, in the event the price to the public in this offering is

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less than the midpoint of the price range set forth on the front cover of this prospectus, the value of the OP units issuable to Pittman Hough Farms will decrease. Conversely, in the event the price to the public in this offering is greater than the midpoint of the price range set forth on the front cover of this prospectus, the value of the OP units issuable to Pittman Hough Farms will increase.

The following formation transactions have occurred or will occur substantially concurrently with the completion of this offering:

•: We were formed as a Maryland corporation, and our operating partnership was formed as a Delaware limited partnership, on September 27, 2013.
•: We will sell 4,666,667 shares of our common stock in this offering and an additional 700,000 shares if the underwriters exercise their over-allotment option in full, and we will contribute the net proceeds from this offering to our operating partnership in exchange for 4,666,667 OP units (or 5,366,667 OP units if the underwriters exercise their over-allotment option in full).
•: Pursuant to the FP Land Merger Agreement, FP Land will merge with and into our operating partnership (with our operating partnership surviving) in order to consolidate the ownership of our initial portfolio of properties in our operating partnership. As a result of the FP Land Merger, our operating partnership will own a 100% fee simple interest in each of the properties in our initial portfolio.
•: In connection with the FP Land Merger, Pittman Hough Farms will receive as consideration an aggregate of 1,945,000 OP units having an aggregate value of approximately $29.2 million.
•: Messrs. Pittman and Hough will enter into the Representation, Warranty and Indemnity Agreement, pursuant to which they will make certain representations and warranties to us regarding the properties being acquired in the FP Land Merger and agree to indemnify us and our operating partnership for certain breaches of such representations and warranties for one year after the completion of the formation transactions. See "—Formation Transactions." Other than Messrs. Pittman and Hough, no party will provide us with any indemnification, other than with respect to representations regarding their interests in FP Land.
•: We will enter into a tax protection agreement with Pittman Hough Farms, pursuant to which we will agree to indemnify Pittman Hough Farms against certain adverse tax consequences, which may affect the way in which we conduct our business, including with respect to when and under what circumstances we sell properties in our initial portfolio or interests therein or repay debt during the restriction period set forth in the agreements. See "Certain Relationships and Related Party Transactions—Tax Protection Agreement."
•: We will enter into triple-net leases with terms ranging from one to three years for the 36 farms and three grain storage facilities that will be leased to our related tenants, and we will assume the leases for Baca and Crane Creek in connection with the FP Land Merger.
•: Concurrently with or shortly after completion of this offering, we expect to enter into an agreement for a three-year, $30.0 million secured revolving credit facility. We expect to use borrowings under the anticipated credit facility to fund acquisitions and for general corporate purposes and working capital. See "Management's Discussion and Analysis of Financial Condition and Results of Operations—Description of Certain Indebtedness—Anticipated Secured Revolving Credit Facility."

Benefits of the Formation Transactions to Related Parties

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•: Through his ownership interest in Pittman Hough Farms, Mr. Pittman, our Executive Chairman, President and Chief Executive Officer, will indirectly receive 1,458,750 OP units having an aggregate value of approximately $21.9 million as consideration in the FP Land Merger. In addition, concurrently with the completion of this offering, Mr. Pittman will receive approximately $1.5 million in restricted shares of our common stock equal to an aggregate of 99,267 shares (based on the midpoint of the price range set forth on the front cover of this prospectus). As a result, Mr. Pittman will beneficially own approximately 22.9% of the combined shares of our common stock and OP units upon completion of this offering and consummation of the formation transactions on a fully diluted basis, or 20.7% if the underwriters' over-allotment option is exercised in full.
•: Through his ownership interest in Pittman Hough Farms, Mr. Hough, who will provide consulting services to us pursuant to the Consulting Agreement, will indirectly receive 262,575 OP units having an aggregate value of approximately $3.9 million as consideration in the FP Land Merger. In addition, Mr. Hough will receive $661,000 in restricted shares of our common stock equal to an aggregate of 44,067 shares (based on the midpoint of the price range set forth on the front cover of this prospectus). As a result, Mr. Hough will beneficially own approximately 4.5% of the combined shares of our common stock and OP units upon completion of this offering and consummation of the formation transactions on a fully diluted basis, or 4.1% if the underwriters' over-allotment option is exercised in full.
•: Mr. Fabbri, our Chief Financial Officer, will receive $625,000 in restricted shares of our common stock equal to an aggregate of 41,667 shares (based on the midpoint of the price range set forth on the front cover of this prospectus).
•: Mr. Pittman is the guarantor of approximately $9.2 million of indebtedness, which will be repaid with a portion of the net proceeds from this offering and, as a result, Mr. Pittman will be released from these guarantee obligations. In addition, Mr. Pittman is the guarantor of approximately $30.8 million of indebtedness that we will assume in connection with the formation transactions. In connection with this assumption, we will seek to have Mr. Pittman released from such guarantees.
•: Of the $12.0 million of indebtedness that will be repaid with a portion of the net proceeds from this offering, $6.8 million is being repaid to release mortgage liens on properties in which Mr. Pittman has an ownership interest that are not being acquired by us in connection with the formation transactions. As a result, Mr. Pittman will benefit from the release of the mortgage liens on these properties.
•: Our operating partnership will enter into a tax protection agreement with Pittman Hough Farms, in which Mr. Pittman has a 75% controlling interest, pursuant to which our operating partnership will agree to indemnify Pittman Hough Farms against adverse tax consequences (including as a result of receiving a tax protection payment) in connection with (i) our sale of the protected properties in our initial portfolio in a taxable transaction until the fifth (with respect to certain properties) or seventh (with respect to certain other properties) anniversary of the completion of the formation transactions and (ii) our operating partnership's failure to provide Pittman Hough Farms the opportunity to guarantee certain debt of our operating partnership (or, alternatively, to enter into deficit restoration obligations) until the seventh anniversary of the completion of the formation transactions. In addition, after expiration of the aforementioned initial tax protection periods, our operating partnership generally has agreed to use its best efforts to continue to comply with its obligations under the tax protection agreement with respect to those properties subject to the seven-year protection period and its obligations described under clause (ii) above. Notwithstanding the foregoing, all such obligations generally will terminate on the earlier of (x) the disposition by Pittman Hough Farms, in a taxable

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transaction, of 50% or more of the OP units originally received pursuant to the formation transactions, and (y) the later of the death of Mr. Pittman or his wife. Pursuant to the tax protection agreements, it is anticipated that the total amount of protected built-in gain on the protected properties will be approximately $33.2 million. Our operating partnership also will agree to provide Pittman Hough Farms the opportunity to guarantee a portion of our operating partnership's indebtedness, or, alternatively, to enter into deficit restoration obligations, to provide Pittman Hough Farms with certain tax protections. We are currently evaluating, and have not yet determined, whether Pittman Hough Farms will have a need to guarantee debt immediately upon completion of this offering and consummation of the formation transactions. In addition to any guarantee opportunities provided immediately upon completion of the formation transactions and this offering, this opportunity will also be provided upon future repayment, retirement, refinancing, or other reduction (other than scheduled amortization) of our operating partnership's liabilities, and we will indemnify Pittman Hough Farms for any tax liabilities it incurs as a result of our failure to timely provide such opportunity and any tax liabilities incurred as a result of such tax protection payment. See "Certain Relationships and Related Party Transactions."

•: In connection with the completion of this offering, we will enter into a registration rights agreement with Pittman Hough Farms. Pursuant to the terms of the registration rights agreement, we will agree to file, following the date on which we become eligible to file a registration statement on Form S-3 under the Securities Act of 1933, as amended, or the Securities Act, one or more registration statements registering the issuance and resale of the common stock issuable upon redemption of the OP units issued in connection with the formation transactions. We will agree to pay all of the expenses relating to such registration statements. See "Shares Eligible for Future Sale—Registration Rights."
•: We intend to enter into employment agreements with Messrs. Pittman and Fabbri that will be effective upon completion of this offering. The employment agreements with Messrs. Pittman and Fabbri will provide for base salary, bonus and other benefits, including severance and accelerated vesting of equity awards upon a termination of the executive's employment under certain circumstances. See "Management—Executive Compensation—Employment Agreements."
•: We will enter into the Consulting Agreement with Mr. Hough, pursuant to which Mr. Hough will advise us with respect to business strategies and related matters, including asset underwriting, asset acquisitions and accounting matters, as well as other matters reasonably requested by us during the term of the Consulting Agreement. See "Management—Consulting Agreement."
•: We will enter into the Shared Services Agreement with American Agriculture, a Colorado corporation that is wholly owned by Messrs. Pittman and Hough, pursuant to which American Agriculture will provide certain support services to us, including providing office space and administrative support, accounting support, information technology services and human resources assistance. See "Certain Relationships and Related Party Transactions—Shared Services Agreement."
•: We intend to enter into indemnification agreements with our directors and executive officers that will be effective upon completion of this offering, providing for their indemnification by us to the fullest extent permitted by law and advancement by us of certain expenses and costs relating to claims, suits or proceedings arising from their service to us or, at our request, service to other entities, as officers or directors or in certain other capacities.
•: We intend to adopt our Equity Incentive Plan under which we may grant cash or equity-based incentive awards to our directors, officers, employees and consultants. Upon completion of this offering, we expect to grant an aggregate of $2.8 million in restricted shares of our common

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stock to Messrs. Pittman, Fabbri and Hough, and an aggregate of $225,000 in restricted shares of our common stock to our independent directors. See "Management—Executive Officer and Director Compensation."

•: Upon completion of this offering and the formation transactions, substantially all of the farms in our initial portfolio will be leased to our related tenants, Astoria Farms (which is controlled by Mr. Pittman) and Hough Farms (in which Messrs. Pittman and Hough have an interest), pursuant to triple-net leases with terms ranging from one to three years.

Our Structure

(1): Reflects (a) an aggregate of 140,933 restricted shares of our common stock to be granted to our executive officers, (b) 3,000 restricted shares of our common stock to be granted to each of our independent directors, and (c) 44,067 restricted shares of our common stock to be granted to Jesse J. Hough, our consultant, in each case, concurrently with the completion of this offering.
(2): Reflects an aggregate of 1,945,000 OP units issuable as consideration to Pittman Hough Farms in connection with the FP Land Merger, of which 1,458,750 will be beneficially owned by

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Mr. Pittman, who will beneficially own an aggregate 22.9% equity interest in our company on a fully diluted basis.

(3): We expect to enter into new leases for 36 of the 38 farms and the three grain storage facilities in our initial portfolio prior to completion of this offering, which leases will be effective upon completion of this offering, and to assume two existing leases (for the Baca and Crane Creek farms) from our Predecessor in connection with the formation transactions.

Determination of Consideration Payable in the Formation Transactions

The number of OP units to be paid to Pittman Hough Farms in the formation transactions is fixed pursuant to the terms of the FP Land Merger Agreement and was based upon Messrs. Pittman and Fabbri's estimates of the fair market value of the properties that will comprise our initial portfolio and outstanding debt of our Predecessor. The estimates of the properties' fair market value were based on various factors including assessments of comparable farmland in each of the markets in which the properties are located and publicly available records of farmland sales. The actual value of the OP units issuable pursuant to the FP Land Merger Agreement will be determined at pricing of this offering based on the initial public offering price of our common stock, which will be determined as described below under the heading "—Determination of Offering Price." See "Risk Factors—Risks Related to Our Organization and Structure—We have not obtained a fairness opinion in connection with the FP Land Merger, and the consideration to be paid by us in the FP Land Merger was not negotiated on an arm's-length basis and may exceed the fair market value of the farmland and other assets in our initial portfolio."

Determination of Offering Price

Prior to this offering, there has been no public market for our common stock. The initial public offering price for our common stock in this offering will be negotiated between the representatives of the underwriters and us. In determining the initial public offering price of our common stock, the representatives of the underwriters will consider, among other things, the history and prospects for the industry in which we compete, our results of operations, the ability of our management, our business potential and earnings prospects, our estimated net income, our estimated funds from operations, our estimated cash available for distribution, our anticipated dividend yield, our growth prospects, the prevailing securities markets at the time of this offering, the recent market prices of, and the demand for, publicly traded shares of companies considered by us and the underwriters to be comparable to us and the current state of the farmland real estate industry and the economy as a whole. The initial public offering price does not necessarily bear any relationship to the book value of the properties and assets to be acquired in the formation transactions, our financial condition or any other established criteria of value and may not be indicative of the market price for our common stock after this offering.

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POLICIES WITH RESPECT TO CERTAIN ACTIVITIES

The following is a discussion of certain of our investment, financing and other policies. These policies have been determined by our Board of Directors and, in general, may be amended or revised from time to time by our Board of Directors without a vote of our stockholders.

Investment Policies

Investments in Real Estate or Interests in Real Estate

We will conduct all of our investment activities through our operating partnership and its subsidiaries. Our investment objectives are to maximize the cash flow of our properties, acquire properties with cash flow growth potential, provide quarterly cash distributions and achieve long-term capital appreciation for our stockholders through increases in the value of our company. Consistent with our policy to acquire assets for both income and capital gain, our operating partnership intends to hold its properties for investment with a view to long-term appreciation, to engage in the business of acquiring, developing and owning its properties and to make occasional sales of the properties as are consistent with our investment objectives. We have not established a specific policy regarding the relative priority of these investment objectives. For a discussion of our properties and our acquisition and other strategic objectives, see "Our Business and Properties."

We expect to pursue our investment objectives primarily through the ownership by our operating partnership of our portfolio of properties and other acquired properties and assets. We currently intend to invest primarily in farmland properties. Future investment activities will not be limited to any geographic area or to a specified percentage of our assets. While we may diversify in terms of property locations, size and market, we do not have any limit on the amount or percentage of our assets that may be invested in any one property or any one geographic area. We intend to engage in such future investment activities in a manner that is consistent with our intention to qualify and maintain our qualification as a REIT for U.S. federal income tax purposes. In addition, we may purchase or lease income-producing properties for long-term investment, expand and improve the properties we presently own or other acquired properties, or sell such properties, in whole or in part, when circumstances warrant.

We may also participate with third parties in property ownership, through joint ventures or other types of co-ownership. We also may acquire real estate or interests in real estate in exchange for the issuance of common stock, units, preferred stock or options to purchase stock. These types of investments may permit us to own interests in larger assets without unduly restricting our diversification and, therefore, provide us with flexibility in structuring our portfolio. We will not, however, enter into a joint venture or other partnership arrangement to make an investment that would not otherwise meet our investment policies.

Equity investments in acquired properties may be subject to existing mortgage financing and other indebtedness or to new indebtedness which may be incurred in connection with acquiring or refinancing these properties. Debt service on such financing or indebtedness will have a priority over any dividends with respect to our common stock. Investments are also subject to our policy not to fall within the definition of an "investment company" under the 1940 Act.

Investments in Real Estate Mortgages

While our initial portfolio consists of, and our business objectives emphasize, equity investments in farmland properties, we may, at the discretion of our Board of Directors and without a vote of our stockholders, invest in mortgages and other types of real estate interests in a manner that is consistent with our intention to qualify and maintain our qualification as a REIT. We may, to a limited extent, provide senior secured first-lien mortgage loans for the purchase of farmland and properties related to farming, but only to the extent we would be willing to acquire the underlying asset. There is no restriction on the proportion of our assets that may be invested in a type of mortgage or any single

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mortgage or type of mortgage loan. Investments in real estate mortgages run the risk that one or more borrowers may default under the mortgages and that the collateral securing those mortgages may not be sufficient to enable us to recoup our full investment.

Securities of or Interests in Persons Primarily Engaged in Real Estate Activities and Other Issuers

Subject to the percentage of ownership limitations and the income and asset tests necessary for REIT qualification, we may in the future invest in securities of other REITs, other entities engaged in real estate activities or securities of other issuers where such investment would be consistent with our investment objectives. We may invest in the debt or equity securities of such entities, including for the purpose of exercising control over such entities. We have no current plans to invest in entities that are not engaged in real estate activities. We do not have any limit on the amount or percentage of our assets that may be invested in any one entity, property or geographic area. Our investment objectives are to maximize cash flow of our investments, acquire investments with growth potential and provide cash distributions and long-term capital appreciation to our stockholders through increases in the value of our company. We have not established a specific policy regarding the relative priority of these investment objectives. We will limit our investment in such securities so that we will not fall within the definition of an "investment company" under the 1940 Act.

Investments in Other Securities

Other than as described above, we do not intend to invest in any additional securities such as bonds, preferred stocks or common stock.

Dispositions

We do not currently intend to dispose of any of our properties, although we reserve the right to do so if, based upon management's periodic review of our portfolio, our Board of Directors determines that such action would be in our best interests. The tax consequences to certain of our directors and executive officers who beneficially own OP units resulting from a proposed disposition of a property may influence their decision as to the desirability of such proposed disposition. See "Risk Factors—Risks Related to Our Organization and Structure—Our tax protection agreement could limit our ability to sell or otherwise dispose of certain properties."

Financings and Leverage Policy

Upon completion of this offering, we intend to use a portion of the net proceeds from this offering to repay outstanding indebtedness. Other uses of the net proceeds from this offering are set forth in greater detail under "Use of Proceeds" elsewhere in this prospectus. In the future, however, we anticipate using a number of different sources to finance our acquisitions and operations, including cash flows from operations, asset sales, seller financing, issuance of debt securities, private financings (such as additional bank credit facilities, which may or may not be secured by our assets), property-level mortgage debt, common or preferred equity issuances or any combination of these sources, to the extent available to us, or other sources that may become available from time to time. Any debt that we incur may be recourse or non-recourse and may be secured or unsecured. We also may take advantage of joint venture or other partnering opportunities as such opportunities arise in order to acquire properties that would otherwise be unavailable to us. We may use the proceeds of our borrowings to acquire assets, to refinance existing debt or for general corporate purposes.

Although we are not required to maintain any particular leverage ratio, we intend, when appropriate, to employ prudent amounts of leverage and to use debt as a means of providing additional funds for the acquisition of assets, to refinance existing debt or for general corporate purposes. We expect to use leverage conservatively, assessing the appropriateness of new equity or debt capital based on market conditions, including prudent assumptions regarding future cash flow, the creditworthiness of tenants and future rental rates. Our charter and bylaws do not limit the amount of debt that we may

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incur. Our Board of Directors has not adopted a policy limiting the total amount of debt that we may incur, but we intend to target a debt to total gross assets ratio of 40%, which we believe is comparable to other publicly traded REITs.

Our Board of Directors will consider a number of factors in evaluating the amount of debt that we may incur. If we adopt a debt policy, our Board of Directors may from time to time modify such policy in light of then-current economic conditions, relative costs of debt and equity capital, market values of our properties, general conditions in the market for debt and equity securities, fluctuations in the market price of our common stock, growth and acquisition opportunities and other factors. In addition, pursuant to the tax protection agreement that we will enter into with Pittman Hough Farms, in which Mr. Pittman has a 75% controlling interest, we will be required to maintain a minimum level of indebtedness sufficient to avoid triggering taxable gain for Pittman Hough Farms or either (i) provide Pittman Hough Farms the opportunity to guarantee a portion of our operating partnership's indebtedness or (ii) enter into deficit restoration obligations with Pittman Hough Farms, which could influence the decision of our directors and officers to repay, retire, refinance or otherwise reduce our operating partnership's liabilities. Our decision to use leverage in the future to finance our assets will be at our discretion and will not be subject to the approval of our stockholders, and we are not restricted by our governing documents or otherwise in the amount of leverage that we may use.

Lending Policies

We may, to a limited extent, provide senior secured first-lien mortgage loans for the purchase of farmland and properties related to farming, but only to the extent we would be willing to acquire the underlying asset. We also may make loans to joint ventures in which we participate. However, we do not intend to engage in significant lending activities. Any loan we make will be consistent with our intention to qualify and maintain our qualification as a REIT.

Equity Capital Policies

To the extent that our Board of Directors determines to obtain additional capital, we may issue debt or equity securities, including additional OP units or senior securities of our operating partnership, retain earnings (subject to provisions in the Code requiring distributions of income to qualify and maintain our qualification as a REIT) or pursue a combination of these methods. As long as our operating partnership is in existence, we will generally contribute the proceeds of all equity capital raised by us to our operating partnership in exchange for additional interests in our operating partnership, which will dilute the ownership interests of the limited partners in our operating partnership.

Existing common stockholders will have no preemptive rights to common or preferred stock or units issued in any securities offering by us, and any such offering might cause a dilution of a stockholder's investment in us. Although we have no current plans to do so, we may in the future issue shares of capital stock or OP units in connection with acquisitions of property.

We may, under certain circumstances, purchase shares of our common stock or other securities in the open market or in private transactions with our stockholders, provided that those purchases are approved by our Board of Directors. Our Board of Directors has no present intention of causing us to repurchase any shares of our common stock or other securities, and any such action would only be taken in conformity with applicable federal and state laws and the applicable requirements for qualification as a REIT.

Conflicts of Interest and Related Policies

Relationship with Our Operating Partnership

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Pittman Hough Farms, in which Mr. Pittman has a 75% controlling interest, on the other. Our directors and officers have duties to our company under applicable Maryland law in connection with their management of our company. At the same time, our wholly owned subsidiary, Farmland Partners OP GP, LLC, as the general partner of our operating partnership, has fiduciary duties and obligations to our operating partnership and its limited partners under Delaware law and the partnership agreement in connection with the management of our operating partnership. The general partner's fiduciary duties and obligations, as the general partner of our operating partnership, may come into conflict with the duties of our directors and officers to our company.

Additionally, the partnership agreement provides that the general partner will not be not liable to our operating partnership or any partner for monetary damages for losses sustained, liabilities incurred or benefits not derived by our operating partnership or any limited partner unless the general partner acted in bad faith and the act or omission was material to the matter giving rise to the loss, liability or benefit not derived. Our operating partnership must indemnify the general partner, us, our directors and officers, officers of our operating partnership and others designated by the general partner, against any and all claims that relate to the operations of our operating partnership, unless (1) an act or omission of the indemnified person was material to the matter giving rise to the action and either was committed in bad faith or was the result of active and deliberate dishonesty, (2) the indemnified person actually received an improper personal benefit in money, property, or services, or (3) in the case of a criminal proceeding, the person had reasonable cause to believe the act or omission was unlawful.

Our operating partnership must also pay or reimburse the reasonable expenses of any such person upon its receipt of a written affirmation of the person's good faith belief that the standard of conduct necessary for indemnification has been met and a written undertaking to repay any amounts paid or advanced if it is ultimately determined that the person did not meet the standard of conduct for indemnification. Our operating partnership will not indemnify or advance funds to any person with respect to any action initiated by the person seeking indemnification without our approval (except for any proceeding brought to enforce such person's right to indemnification under the partnership agreement) or if the person is found to be liable to our operating partnership on any portion of any claim in the action.

Sale or Refinancing of Properties

Upon the sale of certain of the properties to be owned by us at the completion of the formation transactions, certain OP unit holders could incur adverse tax consequences which are different from the tax consequences to us and to holders of our common stock. Consequently, OP unit holders may have differing objectives regarding the appropriate pricing and timing of any such sale or repayment of indebtedness.

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While we will have the exclusive authority under the partnership agreement to determine whether, when, and on what terms to sell a property or when to refinance or repay indebtedness, any such decision would require the approval of our Board of Directors. In addition, our operating partnership has agreed to indemnify certain limited partners, including certain of our executive officers and directors, for their tax liabilities (plus an additional amount equal to the taxes incurred as a result of such indemnity payment) attributable to their share of the built-in gain, as of the closing of the formation transactions, with respect to their interest in the tax protected properties.

Excluded Assets and Businesses

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Homestead Exemption Policy

Our Board of Directors has adopted the Homestead Exemption Policy to allow Mr. Pittman and entities controlled by him to acquire additional farmland in close proximity to the two homestead farms. Pursuant to the Homestead Exemption Policy, Mr. Pittman and entities controlled by him have a right of first opportunity to acquire farmland in a total of 15 townships that are located within Fulton County or Schuyler County in Illinois or Butler County in Nebraska, which are the counties in which the two homestead farms are located. The specific townships are Astoria, Isabel, Kerton, Pleasant, Vermont and Woodland in Fulton County, Illinois; Browning, Hickory, Oakland and Rushville in Schuyler County, Illinois; and Alexis, Bone Creek, Olive, Savannah and Summit in Butler County, Nebraska. Under the Homestead Exemption Policy, Mr. Pittman and entities controlled by him may acquire no more than an aggregate of $5.0 million of farmland properties in these 15 townships annually without first offering the acquisition opportunity to us or otherwise receiving the consent or approval of the majority of the independent members of our Board of Directors. Some of the farms in our initial portfolio are located in townships in which Mr. Pittman and entities controlled by Mr. Pittman will be permitted to acquire farms pursuant to this policy. Although this policy could allow Mr. Pittman and the entities controlled by him to acquire farmland that is directly competitive with certain of the farms in our initial portfolio, Mr. Pittman has advised us that he does not intend to acquire for his own account farms that would directly compete with the farms we then own without first offering the acquisition opportunity to us. The independent members of our Board of Directors will review this policy annually.

Policies Applicable to All Directors and Officers

Our charter and bylaws do not restrict any of our directors, officers, stockholders or affiliates from having a pecuniary interest in an investment or transaction that we have an interest in or from conducting, for their own account, business activities of the type we conduct. We intend, however, to adopt policies that are designed to eliminate or minimize potential conflicts of interest, including a policy for the review, approval or ratification of any related party transactions. This policy will provide that the audit committee of our Board of Directors will review the relevant facts and circumstances of each related party transaction, including if the transaction is on terms comparable to those that could be obtained in arm's-length dealings with an unrelated third party before approving such transaction. We will also adopt a code of business conduct and ethics, which will provide that all of our directors, officers and employees are prohibited from taking for themselves opportunities that are discovered through the use of corporate property, information or position without our consent. See "Management—Code of Business Conduct and Ethics." However, we cannot assure you that these policies or provisions of law will always be successful in eliminating the influence of such conflicts, and if they are not successful, decisions could be made that might fail to reflect fully the interests of all stockholders.

Interested Director and Officer Transactions

Pursuant to the MGCL, a contract or other transaction between us and a director or between us and any other corporation, firm or other entity in which any of our directors is a director or has a material financial interest is not void or voidable solely on the grounds of such common directorship or interest, the presence of such director at the meeting at which the contract or transaction is authorized, approved or ratified or the counting of the director's vote in favor thereof, provided that:

•: the fact of the common directorship or interest is disclosed or known to our Board of Directors or a committee of our board, and our board or such committee authorizes, approves or ratifies the transaction or contract by the affirmative vote of a majority of disinterested directors, even if the disinterested directors constitute less than a quorum;
•: the fact of the common directorship or interest is disclosed or known to our stockholders entitled to vote thereon, and the transaction or contract is authorized, approved or ratified by a

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majority of the votes cast by the stockholders entitled to vote other than the votes of shares owned of record or beneficially by the interested director or corporation, firm or other entity; or

•: the transaction or contract is fair and reasonable to us at the time it is authorized, ratified or approved.

Furthermore, under Delaware law (where our operating partnership is organized), we, as general partner, have a fiduciary duty of loyalty to our operating partnership and its partners and, consequently, such transactions also are subject to the duties that we, as general partner, owe to our operating partnership and its limited partners (as such duty has been modified by the partnership agreement). We will also adopt a policy that requires that all contracts and transactions between us, our operating partnership or any of our subsidiaries, on the one hand, and any of our directors or executive officers or any entity in which such director or executive officer is a director or has a material financial interest, on the other hand, must be approved by the affirmative vote of a majority of our disinterested directors even if less than a quorum. Where appropriate, in the judgment of the disinterested directors, our Board of Directors may obtain a fairness opinion or engage independent counsel to represent the interests of non-affiliated security holders, although our Board of Directors will have no obligation to do so.

Policies with Respect to Other Activities

We will have authority to offer common stock, preferred stock or options to purchase stock in exchange for property and to repurchase or otherwise acquire our common stock or other securities in the open market or otherwise, and we may engage in such activities in the future. As described in "Our Operating Partnership and the Partnership Agreement" we expect, but are not obligated, to issue common stock to holders of OP units upon some or all of their exercises of their redemption rights. Except in connection with the initial capitalization of our company and our operating partnership, we have not issued common stock, OP units or any other securities in exchange for property or any other purpose, and our Board of Directors has no present intention of causing us to repurchase any common stock other than the shares of common stock we issued in connection with an initial capitalization. Our Board of Directors has the authority, without further stockholder approval, to amend our charter to increase or decrease the number of authorized shares of common stock or preferred stock or the number of shares of stock of any class or series that we have authority to issue and our Board of Directors, without stockholder approval, has the authority to authorize us to issue additional shares of common stock or preferred stock, in one or more series, including senior securities, in any manner, and on the terms and for the consideration, it deems appropriate. See "Description of Our Capital Stock." We have not engaged in trading, underwriting or agency distribution or sale of securities of other issuers other than our operating partnership and do not intend to do so. At all times, we intend to make investments in such a manner as to qualify and maintain our qualification as a REIT, unless because of circumstances or changes in the Code, or the Treasury regulations, our Board of Directors determines that it is no longer in our best interests to qualify as a REIT. In addition, we intend to make investments in such a way that we will not be treated as an investment company under the 1940 Act.

Reporting Policies

We intend to make available to our stockholders annual reports, including our audited financial statements. After this offering, we will become subject to the information reporting requirements of the Exchange Act. Pursuant to those requirements, we will be required to file annual and periodic reports, proxy statements and other information, including audited financial statements, with the SEC.

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DESCRIPTION OF OUR CAPITAL STOCK

The following is a summary of the material terms of our capital stock and certain terms of our charter and bylaws as we expect they will be at the time of completion of this offering and consummation of the formation transactions. For a complete description, we refer you to the MGCL and to our charter and bylaws. For a more complete understanding of our capital stock, we encourage you to read carefully this entire prospectus, as well as our charter and bylaws, the forms of which are filed as exhibits to the registration statement of which this prospectus forms a part.

General

We are authorized to issue 600,000,000 shares of stock, consisting of 500,000,000 shares of common stock, $0.01 par value per share, or our common stock, and 100,000,000 shares of preferred stock, $0.01 par value per share, or our preferred stock. Our charter authorizes our Board of Directors, with the approval of a majority of the entire Board of Directors and without any action on the part of our stockholders, to amend our charter to increase or decrease the aggregate number of authorized shares of stock or the number of authorized shares of stock of any class or series without stockholder approval. As of the date of this prospectus, we had 1,000 outstanding shares of common stock, all of which are held by Mr. Pittman, and no outstanding shares of preferred stock. We will repurchase the 1,000 shares from Mr. Pittman for $1,000 upon completion of this offering. Upon completion of this offering, the consummation of the formation transactions and the grants of restricted common stock described elsewhere in this prospectus, 4,866,667 shares of our common stock will be issued and outstanding and no shares of our preferred stock will be issued and outstanding. Under Maryland law, stockholders generally are not liable for a corporation's debts or obligations.

Common Stock

Subject to the preferential rights, if any, of holders of any other class or series of stock and to the provisions of our charter regarding restrictions on ownership and transfer of our stock, holders of our common stock:

•: have the right to receive ratably any distributions from funds legally available therefor, when, as and if authorized by our Board of Directors and declared by us; and
•: are entitled to share ratably in the assets of our company legally available for distribution to the holders of our common stock in the event of our liquidation, dissolution or winding up of our affairs.

There are generally no redemption, sinking fund, conversion, preemptive or appraisal rights with respect to our common stock.

Subject to the provisions of our charter regarding restrictions on ownership and transfer of our stock and except as may otherwise be specified in the terms of any class or series of stock, each outstanding share of our common stock entitles the holder to one vote on all matters submitted to a vote of stockholders, including the election of directors and, except as may be provided with respect to any other class or series of stock, the holders of such shares will possess the exclusive voting power. There is no cumulative voting in the election of our directors, and directors will be elected by a plurality of the votes cast in the election of directors. Consequently, at each annual meeting of stockholders, the holders of a majority of the outstanding shares of our common stock can elect all of the directors then standing for election, and the holders of the remaining shares will not be able to elect any directors.

Power to Reclassify and Issue Stock

Our Board of Directors may classify any unissued shares of preferred stock, and reclassify any unissued shares of common stock or any previously classified but unissued shares of preferred stock

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into other classes or series of stock, including one or more classes or series of stock that have priority over our common stock with respect to voting rights or distributions or upon liquidation, and authorize us to issue the newly classified shares. Prior to the issuance of shares of each class or series, our Board of Directors is required by the MGCL and our charter to set, subject to the provisions of our charter regarding the restrictions on ownership and transfer of our stock, the preferences, conversion or other rights, voting powers, restrictions, limitations as to dividends or other distributions, qualifications or terms or conditions of redemption for each such class or series. These actions can be taken without stockholder approval, unless stockholder approval is required by applicable law, the terms of any other class or series of our stock or the rules of any stock exchange or automated quotation system on which our stock may be then listed or quoted.

Power to Increase or Decrease Authorized Stock and Issue Additional Shares of Our Common Stock and Preferred Stock

Our charter authorizes our Board of Directors, with the approval of a majority of the entire Board of Directors, to amend our charter to increase or decrease the aggregate number of authorized shares of stock or the number of authorized shares of stock of any class or series without stockholder approval. We believe that the power of our Board of Directors to increase or decrease the number of authorized shares of stock and to classify or reclassify unissued shares of our common stock or preferred stock and thereafter to cause us to issue such shares of stock will provide us with increased flexibility in structuring possible future financings and acquisitions and in meeting other needs which might arise. The additional classes or series, as well as the additional shares of stock, will be available for future issuance without further action by our stockholders, unless such action is required by applicable law, the terms of any other class or series of stock or the rules of any stock exchange or automated quotation system on which our securities may be listed or traded. Our Board of Directors could authorize us to issue a class or series that could, depending upon the terms of the particular class or series, delay, defer or prevent a transaction or a change in control of our company that might involve a premium price for our stockholders or otherwise be in their best interests.

Restrictions on Ownership and Transfer

In order to qualify as a REIT under the Code, our shares of stock must be beneficially owned by 100 or more persons during at least 335 days of a taxable year of 12 months (other than the first year for which an election to be a REIT has been made) or during a proportionate part of a shorter taxable year. Also, not more than 50% of the value of our outstanding shares of capital stock may be owned, directly or indirectly, by five or fewer individuals (as defined in the Code to include certain entities) during the last half of a taxable year (other than the first year for which an election to be a REIT has been made).

Because our Board of Directors believes it is at present essential for us to qualify as a REIT, among other purposes, our charter, subject to certain exceptions, will contain restrictions on the number of our shares of stock that a person may own. Our charter provides that, subject to certain exceptions, no person may beneficially or constructively own more than 9.8% in value or in number of shares, whichever is more restrictive, of the outstanding shares of any class or series of our capital stock, or the ownership limit.

Our charter will also prohibit any person from:

•: beneficially owning shares of our capital stock to the extent that such beneficial ownership would result in our being "closely held" within the meaning of Section 856(h) of the Code (without regard to whether the ownership interest is held during the last half of the taxable year);
•: transferring shares of our capital stock to the extent that such transfer would result in our shares of capital stock being beneficially owned by fewer than 100 persons (determined under the principles of Section 856(a)(5) of the Code);

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•: beneficially or constructively owning shares of our capital stock to the extent such beneficial or constructive ownership would cause us to constructively own ten percent or more of the ownership interests in a tenant (other than a TRS) of our real property within the meaning of Section 856(d)(2)(B) of the Code; or
•: beneficially or constructively owning or transferring shares of our capital stock if such beneficial or constructive ownership or transfer would otherwise cause us to fail to qualify as a REIT under the Code including, but not limited to, as a result of any hotel management companies failing to qualify as an "eligible independent contractor" under the REIT rules.

Our Board of Directors, in its sole discretion, may prospectively or retroactively exempt a person from certain of the limits described in the paragraph above and may establish or increase an excepted holder percentage limit for that person. The person seeking an exemption must provide to our Board of Directors any representations, covenants and undertakings that our Board of Directors may deem appropriate in order to conclude that granting the exemption will not cause us to lose our status as a REIT. Our Board of Directors may not grant an exemption to any person if that exemption would result in our failing to qualify as a REIT. Our Board of Directors may require a ruling from the IRS or an opinion of counsel, in either case in form and substance satisfactory to our Board of Directors, in its sole discretion, in order to determine or ensure our status as a REIT.

Notwithstanding the receipt of any ruling or opinion, our Board of Directors may impose such guidelines or restrictions as it deems appropriate in connection with granting such exemption. In connection with granting a waiver of the ownership limit or creating an exempted holder limit or at any other time, our Board of Directors from time to time may increase or decrease the ownership limit, subject to certain exceptions.

Any attempted transfer of shares of our capital stock which, if effective, would violate any of the restrictions described above will result in the number of shares of our capital stock causing the violation (rounded up to the nearest whole share) to be automatically transferred to a trust for the exclusive benefit of one or more charitable beneficiaries, except that any transfer that results in the violation of the restriction relating to shares of our capital stock being beneficially owned by fewer than 100 persons will be null and void. In either case, the proposed transferee will not acquire any rights in those shares. The automatic transfer will be deemed to be effective as of the close of business on the business day prior to the date of the purported transfer or other event that results in the transfer to the trust. Shares held in the trust will be issued and outstanding shares. The proposed transferee will not benefit economically from ownership of any shares held in the trust, will have no rights to dividends or other distributions and will have no rights to vote or other rights attributable to the shares held in the trust. The trustee of the trust will have all voting rights and rights to dividends or other distributions with respect to shares held in the trust. These rights will be exercised for the exclusive benefit of the charitable beneficiary. Any dividend or other distribution paid prior to our discovery that shares have been transferred to the trust will be paid by the recipient to the trustee upon demand. Any dividend or other distribution authorized but unpaid will be paid when due to the trustee. Any dividend or other distribution paid to the trustee will be held in trust for the charitable beneficiary. Subject to Maryland law, the trustee will have the authority (i) to rescind as void any vote cast by the proposed transferee prior to our discovery that the shares have been transferred to the trust and (ii) to recast the vote in accordance with the desires of the trustee acting for the benefit of the charitable beneficiary. However, if we have already taken irreversible corporate action, then the trustee will not have the authority to rescind and recast the vote.

Within 20 days of receiving notice from us that shares of our stock have been transferred to the trust, the trustee will sell the shares to a person, designated by the trustee, whose ownership of the shares will not violate the above ownership and transfer limitations. Upon the sale, the interest of the charitable beneficiary in the shares sold will terminate and the trustee will distribute the net proceeds from the sale to the proposed transferee and to the charitable beneficiary as follows. The proposed

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transferee will receive the lesser of (i) the price paid by the proposed transferee for the shares or, if the proposed transferee did not give value for the shares in connection with the event causing the shares to be held in the trust ( e.g., a gift, devise or other similar transaction), the market price (as defined in our charter) of the shares on the day of the event causing the shares to be held in the trust and (ii) the price per share received by the trustee (net of any commission and other expenses of sale) from the sale or other disposition of the shares. The trustee may reduce the amount payable to the proposed transferee by the amount of dividends or other distributions paid to the proposed transferee and owed by the proposed transferee to the trustee. Any net sale proceeds in excess of the amount payable to the proposed transferee will be paid immediately to the charitable beneficiary. If, prior to our discovery that our shares of our stock have been transferred to the trust, the shares are sold by the proposed transferee, then (i) the shares shall be deemed to have been sold on behalf of the trust and (ii) to the extent that the proposed transferee received an amount for the shares that exceeds the amount he or she was entitled to receive, the excess shall be paid to the trustee upon demand.

In addition, shares of our stock held in the trust will be deemed to have been offered for sale to us, or our designee, at a price per share equal to the lesser of (i) the price per share in the transaction that resulted in the transfer to the trust (or, in the case of a devise or gift, the market price at the time of the devise or gift) and (ii) the market price on the date we, or our designee, accept the offer, which we may reduce by the amount of dividends and distributions paid to the proposed transferee and owed by the proposed transferee to the trustee. We will have the right to accept the offer until the trustee has sold the shares. Upon a sale to us, the interest of the charitable beneficiary in the shares sold will terminate and the trustee will distribute the net proceeds from the sale to the proposed transferee.

If a transfer to a charitable trust, as described above, would be ineffective for any reason to prevent a violation of a restriction, the transfer that would have resulted in a violation will be null and void, and the proposed transferee shall acquire no rights in those shares.

Any certificate representing shares of our capital stock, and any notices delivered in lieu of certificates with respect to the issuance or transfer of uncertificated shares, will bear a legend referring to the restrictions described above.

Any person who acquires or attempts or intends to acquire beneficial or constructive ownership of shares of our capital stock that will or may violate any of the foregoing restrictions on transferability and ownership, or any person who would have owned shares of our capital stock that resulted in a transfer of shares to a charitable trust, is required to give written notice immediately to us, or in the case of a proposed or attempted transaction, to give at least 15 days' prior written notice, and provide us with such other information as we may request in order to determine the effect of the transfer on our status as a REIT. The foregoing restrictions on transferability and ownership will not apply if our Board of Directors determines that it is no longer in our best interests to attempt to qualify, or to continue to qualify, as a REIT.

Every owner of more than 5% (or any lower percentage as required by the Code or the regulations promulgated thereunder) in number or value of the outstanding shares of our capital stock, within 30 days after the end of each taxable year, is required to give us written notice, stating his or her name and address, the number of shares of each class and series of shares of our capital stock that he or she beneficially owns and a description of the manner in which the shares are held. Each of these owners must provide us with additional information that we may request in order to determine the effect, if any, of his or her beneficial ownership on our status as a REIT and to ensure compliance with the ownership limits. In addition, each stockholder will upon demand be required to provide us with information that we may request in good faith in order to determine our status as a REIT and to comply with the requirements of any taxing authority or governmental authority or to determine our compliance.

These ownership limitations could delay, defer or prevent a transaction or a change in control that might involve a premium price for shares of our common stock or otherwise be in the best interests of our stockholders.

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CERTAIN PROVISIONS OF MARYLAND LAW AND OF OUR CHARTER AND BYLAWS

Although the following summary describes certain provisions of Maryland law and the material provisions of our charter and bylaws, it is not a complete description of our charter and bylaws, copies of which are filed as exhibits to the registration statement of which this prospectus is a part, or of Maryland law. See "Where You Can Find More Information."

Our Board of Directors

Our charter and bylaws provide that the number of directors of our company may be established, increased or decreased by our Board of Directors, but may not be less than the minimum number required under the MGCL, which is one, or, unless our bylaws are amended, more than fifteen. We have elected by a provision of our charter to be subject to a provision of Maryland law requiring that, subject to the rights of holders of one or more classes or series of preferred stock, any vacancy may be filled only by a majority of the remaining directors, even if the remaining directors do not constitute a quorum, and any director elected to fill a vacancy will serve for the full term of the directorship in which such vacancy occurred and until his or her successor is duly elected and qualifies.

Each member of our Board of Directors is elected by our stockholders to serve until the next annual meeting of stockholders and until his or her successor is duly elected and qualifies. Holders of shares of our common stock will have no right to cumulative voting in the election of directors, and directors will be elected by a plurality of the votes cast in the election of directors. Consequently, at each annual meeting of stockholders, the holders of a majority of the shares of our common stock will be able to elect all of our directors.

Removal of Directors

Our charter provides that, subject to the rights of holders of one or more classes or series of preferred stock to elect or remove one or more directors, a director may be removed only for cause (as defined in our charter) and only by the affirmative vote of holders of shares entitled to cast at least two-thirds of the votes entitled to be cast generally in the election of directors. This provision, when coupled with the exclusive power of our Board of Directors to fill vacant directorships, may preclude stockholders from removing incumbent directors except for cause and by a substantial affirmative vote and filling the vacancies created by such removal with their own nominees.

Business Combinations

Under the MGCL, certain "business combinations" (including a merger, consolidation, share exchange or, in circumstances specified in the statute, an asset transfer or issuance or reclassification of equity securities) between a Maryland corporation and an interested stockholder ( i.e., any person (other than the corporation or any subsidiary) who beneficially owns 10% or more of the voting power of the corporation's outstanding voting stock after the date on which the corporation had 100 or more beneficial owners of its stock, or an affiliate or associate of the corporation who, at any time within the two-year period immediately prior to the date in question, was the beneficial owner of 10% or more of the voting power of the then outstanding stock of the corporation after the date on which the corporation had 100 or more beneficial owners of its stock) or an affiliate of an interested stockholder, are prohibited for five years after the most recent date on which the interested stockholder becomes an interested stockholder. Thereafter, any such business combination between the Maryland corporation and an interested stockholder generally must be recommended by the board of directors of such corporation and approved by the affirmative vote of at least (1) 80% of the votes entitled to be cast by holders of outstanding shares of voting stock of the corporation and (2) two-thirds of the votes entitled to be cast by holders of voting stock of the corporation other than shares held by the interested stockholder with whom (or with whose affiliate) the business combination is to be effected or held by

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an affiliate or associate of the interested stockholder, unless, among other conditions, the corporation's common stockholders receive a minimum price (as defined in the MGCL) for their shares and the consideration is received in cash or in the same form as previously paid by the interested stockholder for its shares. A person is not an interested stockholder under the statute if the board of directors approved in advance the transaction by which the person otherwise would have become an interested stockholder. The board of directors may provide that its approval is subject to compliance, at or after the time of approval, with any terms and conditions determined by it.

The statute permits various exemptions from its provisions, including business combinations that are exempted by the board of directors prior to the time that the interested stockholder became an interested stockholder. As permitted by the MGCL, our Board of Directors has adopted a resolution exempting any business combination between us and any other person from the provisions of this statute, provided that the business combination is first approved by our Board of Directors (including a majority of directors who are not affiliates or associates of such persons). However, our Board of Directors may repeal or modify this resolution at any time in the future, in which case the applicable provisions of this statute will become applicable to business combinations between us and interested stockholders.

Control Share Acquisitions

The MGCL provides that holders of "control shares" of a Maryland corporation acquired in a "control share acquisition" have no voting rights with respect to those shares except to the extent approved by the affirmative vote of at least two-thirds of the votes entitled to be cast by stockholders entitled to vote generally in the election of directors, excluding votes cast by (1) the person who makes or proposes to make a control share acquisition, (2) an officer of the corporation or (3) an employee of the corporation who is also a director of the corporation. "Control shares" are voting shares of stock which, if aggregated with all other such shares of stock previously acquired by the acquirer or in respect of which the acquirer is able to exercise or direct the exercise of voting power (except solely by virtue of a revocable proxy), would entitle the acquirer to exercise voting power in electing directors within one of the following ranges of voting power: (1) one-tenth or more but less than one-third, (2) one-third or more but less than a majority or (3) a majority or more of all voting power. Control shares do not include shares the acquiring person is then entitled to vote as a result of having previously obtained stockholder approval. A "control share acquisition" means the acquisition of issued and outstanding control shares, subject to certain exceptions.

A person who has made or proposes to make a control share acquisition, upon satisfaction of certain conditions (including an undertaking to pay expenses), may compel the board of directors to call a special meeting of stockholders to be held within 50 days of demand to consider the voting rights of the shares. If no request for a meeting is made, the corporation may itself present the question at any stockholders meeting.

If voting rights are not approved at the meeting or if the acquiring person does not deliver an acquiring person statement as required by the statute, then, subject to certain conditions and limitations, the corporation may redeem any or all of the control shares (except those for which voting rights have previously been approved) for fair value determined, without regard to the absence of voting rights for the control shares, as of the date of the last control share acquisition by the acquirer or of any meeting of stockholders at which the voting rights of such shares are considered and not approved. If voting rights for control shares are approved at a stockholders meeting and the acquirer becomes entitled to vote a majority of the shares entitled to vote, all other stockholders may exercise appraisal rights. The fair value of the shares as determined for purposes of such appraisal rights may not be less than the highest price per share paid by the acquirer in the control share acquisition.

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The control share acquisition statute does not apply to, among other things, (1) shares acquired in a merger, consolidation or share exchange if the corporation is a party to the transaction or (2) acquisitions approved or exempted by the charter or bylaws of the corporation.

Our bylaws contain a provision exempting from the control share acquisition statute any acquisition by any person of shares of our stock. There can be no assurance that such provision will not be amended or eliminated at any time in the future by our Board of Directors.

Subtitle 8

Subtitle 8 of Title 3 of the MGCL permits a Maryland corporation with a class of equity securities registered under the Exchange Act and at least three independent directors to elect to be subject, by provision in its charter or bylaws or a resolution of its Board of Directors, without stockholder approval, and notwithstanding any contrary provision in the charter or bylaws, to any or all of five provisions of the MGCL which provide, respectively, that:

•: the corporation's Board of Directors will be divided into three classes;
•: the affirmative vote of two-thirds of the votes cast in the election of directors generally is required to remove a director;
•: the number of directors may be fixed only by vote of the directors;
•: a vacancy on its Board of Directors be filled only by the remaining directors and that directors elected to fill a vacancy will serve for the remainder of the full term of the class of directors in which the vacancy occurred; and
•: the request of stockholders entitled to cast at least a majority of all the votes entitled to be cast at the meeting is required for stockholders to require the calling of a special meeting of stockholders.

We have elected by a provision in our charter to be subject to the provisions of Subtitle 8 relating to the filling of vacancies on our Board of Directors. In addition, without our having elected to be subject to Subtitle 8, our charter and bylaws already (1) require the affirmative vote of holders of shares entitled to cast at least two-thirds of all the votes entitled to be cast generally in the election of directors to remove a director from our Board of Directors, (2) vest in our Board of Directors the exclusive power to fix the number of directors and (3) require, unless called by our chairman, our president and chief executive officer or our Board of Directors, the request of stockholders entitled to cast not less than a majority of all the votes entitled to be cast at the meeting to call a special meeting. Our Board of Directors is not currently classified. In the future, our Board of Directors may elect, without stockholder approval, to classify our Board of Directors or elect to be subject to any of the other provisions of Subtitle 8.

Meetings of Stockholders

Pursuant to our bylaws, an annual meeting of our stockholders for the purpose of the election of directors and the transaction of any business will be held on a date and at the time and place set by our Board of Directors. Each of our directors is elected by our stockholders to serve until the next annual meeting and until his or her successor is duly elected and qualifies under Maryland law. In addition, our chairman, our president and chief executive officer or our Board of Directors may call a special meeting of our stockholders. Subject to the provisions of our bylaws, a special meeting of our stockholders to act on any matter that may properly be considered by our stockholders will also be called by our secretary upon the written request of stockholders entitled to cast a majority of all the votes entitled to be cast at the meeting on such matter, accompanied by the information required by our bylaws. Our secretary will inform the requesting stockholders of the reasonably estimated cost of

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preparing and mailing the notice of meeting (including our proxy materials), and the requesting stockholder must pay such estimated cost before our secretary may prepare and mail the notice of the special meeting.

Amendments to Our Charter and Bylaws

Under the MGCL, a Maryland corporation generally cannot amend its charter unless approved by the affirmative vote of stockholders entitled to cast at least two-thirds of the votes entitled to be cast on the matter unless a lesser percentage (but not less than a majority of all of the votes entitled to be cast on the matter) is set forth in the corporation's charter. Except for certain amendments related to the removal of directors and the restrictions on ownership and transfer of our stock and the vote required to amend those provisions (which must be declared advisable by our Board of Directors and approved by the affirmative vote of stockholders entitled to cast not less than two-thirds of all the votes entitled to be cast on the matter), our charter generally may be amended only if the amendment is declared advisable by our Board of Directors and approved by the affirmative vote of stockholders entitled to cast a majority of all of the votes entitled to be cast on the matter. Our Board of Directors, with the approval of a majority of the entire board, and without any action by our stockholders, may also amend our charter to increase or decrease the aggregate number of shares of stock or the number of shares of stock of any class or series we are authorized to issue.

Our Board of Directors has the exclusive power to adopt, alter or repeal any provision of our bylaws and to make new bylaws.

Extraordinary Transactions

Under the MGCL, a Maryland corporation generally cannot dissolve, merge, sell all or substantially all of its assets, engage in a statutory share exchange or engage in similar transactions outside the ordinary course of business unless approved by the affirmative vote of stockholders entitled to cast at least two-thirds of the votes entitled to be cast on the matter unless a lesser percentage (but not less than a majority of all of the votes entitled to be cast on the matter) is set forth in the corporation's charter. As permitted by the MGCL, our charter provides that any of these actions may be approved by the affirmative vote of stockholders entitled to cast a majority of all of the votes entitled to be cast on the matter. Many of our operating assets will be held by our subsidiaries, and these subsidiaries may be able to merge or sell all or substantially all of their assets without the approval of our stockholders.

Appraisal Rights

Our charter provides that our stockholders generally will not be entitled to exercise statutory appraisal rights.

Dissolution

Our dissolution must be declared advisable by a majority of our entire Board of Directors and approved by the affirmative vote of stockholders entitled to cast a majority of all of the votes entitled to be cast on the matter.

Advance Notice of Director Nominations and New Business

Our bylaws provide that, with respect to an annual meeting of stockholders, nominations of individuals for election to our Board of Directors and the proposal of other business to be considered by our stockholders at an annual meeting of stockholders may be made only (1) pursuant to our notice of the meeting, (2) by or at the direction of our Board of Directors or (3) by a stockholder who was a stockholder of record both at the time of giving of notice and at the time of the meeting, who is

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entitled to vote at the meeting on the election of the individual so nominated or such other business and who has complied with the advance notice procedures set forth in our bylaws, including a requirement to provide certain information about the stockholder and its affiliates and the nominee or business proposal, as applicable.

With respect to special meetings of stockholders, only the business specified in our notice of meeting may be brought before the meeting. Nominations of individuals for election to our Board of Directors may be made at a special meeting of stockholders at which directors are to be elected only (1) by or at the direction of our Board of Directors or (2) provided that the special meeting has been properly called in accordance with our bylaws for the purpose of electing directors, by a stockholder who is a stockholder of record both at the time of giving of notice and at the time of the meeting, who is entitled to vote at the meeting on the election of each individual so nominated and who has complied with the advance notice provisions set forth in our bylaws, including a requirement to provide certain information about the stockholder and its affiliates and the nominee.

Anti-Takeover Effect of Certain Provisions of Maryland Law and Our Charter and Bylaws

Our charter and bylaws and Maryland law contain provisions that may delay, defer or prevent a change in control or other transaction that might involve a premium price for our common stock or otherwise be in the best interests of our stockholders, including:

•: supermajority vote and cause requirements for removal of directors;
•: requirement that stockholders holding at least a majority of our outstanding common stock must act together to make a written request before our stockholders can require us to call a special meeting of stockholders;
•: provisions that vacancies on our Board of Directors may be filled only by the remaining directors for the full term of the directorship in which the vacancy occurred;
•: the power of our Board of Directors, without stockholder approval, to increase or decrease the aggregate number of authorized shares of stock or the number of shares of any class or series of stock;
•: the power of our Board of Directors to cause us to issue additional shares of stock of any class or series and to fix the terms of one or more classes or series of stock without stockholder approval;
•: the restrictions on ownership and transfer of our stock; and
•: advance notice requirements for director nominations and stockholder proposals.

Likewise, if the resolution opting out of the business combination provisions of the MGCL was repealed, or the business combination is not approved by our Board of Directors, or the provision in the bylaws opting out of the control share acquisition provisions of the MGCL were rescinded, these provisions of the MGCL could have similar anti-takeover effects.

Limitation of Liability and Indemnification of Directors and Officers

Maryland law permits a Maryland corporation to include in its charter a provision limiting the liability of its directors and officers to the corporation and its stockholders for money damages, except for liability resulting from (1) actual receipt of an improper benefit or profit in money, property or services or (2) active and deliberate dishonesty that is established by a final judgment and is material to the cause of action. Our charter contains a provision that eliminates such liability to the maximum extent permitted by Maryland law.

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Our charter and bylaws provide for indemnification of our officers and directors against liabilities to the maximum extent permitted by the MGCL, as amended from time to time.

The MGCL requires a corporation (unless its charter provides otherwise, which our charter does not) to indemnify a director or officer who has been successful, on the merits or otherwise, in the defense of any proceeding to which he or she is made, or threatened to be made, a party by reason of his or her service in that capacity. The MGCL permits a corporation to indemnify its present and former directors and officers, among others, against judgments, penalties, fines, settlements and reasonable expenses actually incurred by them in connection with any proceeding to which they may be made, or threatened to be made, a party by reason of their service in those or other capacities unless it is established that:

•: the act or omission of the director or officer was material to the matter giving rise to the proceeding and (1) was committed in bad faith or (2) was the result of active and deliberate dishonesty;
•: the director or officer actually received an improper personal benefit in money, property or services; or
•: in the case of any criminal proceeding, the director or officer had reasonable cause to believe that the act or omission was unlawful.

However, under the MGCL, a Maryland corporation may not indemnify for an adverse judgment in a suit by or in the right of the corporation or for a judgment of liability on the basis that personal benefit was improperly received, unless in either case a court orders indemnification if it determines that the director or officer is fairly and reasonably entitled to indemnification, and then only for expenses. In addition, the MGCL permits a Maryland corporation to advance reasonable expenses to a director or officer upon its receipt of:

•: a written affirmation by the director or officer of his or her good faith belief that he or she has met the standard of conduct necessary for indemnification by the corporation; and
•: a written undertaking by the director or officer or on the director's or officer's behalf to repay the amount paid or reimbursed by the corporation if it is ultimately determined that the director or officer did not meet the standard of conduct.

Our charter authorizes us, and our bylaws obligate us, to the maximum extent permitted by Maryland law in effect from time to time, to indemnify and, without requiring a preliminary determination of the ultimate entitlement to indemnification, pay or reimburse reasonable expenses in advance of final disposition of such a proceeding to:

•: any present or former director or officer of our company who is made, or threatened to be made, a party to the proceeding by reason of his or her service in that capacity; or
•: any individual who, while a director or officer of our company and at our request, serves or has served as a director, officer, partner, trustee, member or manager of another corporation, real estate investment trust, limited liability company, partnership, joint venture, trust, employee benefit plan or other enterprise and who is made, or threatened to be made, a party to the proceeding by reason of his or her service in that capacity.

Our charter and bylaws also permit us to indemnify and advance expenses to any individual who served our Predecessor in any of the capacities described above and to any employee or agent of our company or our Predecessor.

Upon completion of this offering, we intend to enter into indemnification agreements with each of our directors and executive officers that provide for indemnification to the maximum extent permitted by Maryland law.

REIT Qualification

Our charter provides that our Board of Directors may revoke or otherwise terminate our REIT election, without approval of our stockholders, if it determines that it is no longer in our best interests to attempt to qualify, or to continue to qualify, as a REIT.

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OUR OPERATING PARTNERSHIP AND THE PARTNERSHIP AGREEMENT

The following is a summary of the material provisions of the amended and restated agreement of limited partnership of our operating partnership, or the partnership agreement, a copy of which is filed as an exhibit to the registration statement of which this prospectus is a part. This summary does not purport to be complete and is subject to and qualified in its entirety by reference to applicable provisions of the Delaware Revised Uniform Limited Partnership Act, as amended, and the partnership agreement. See "Where You Can Find More Information." For purposes of this section, references to "we," "our," "us" and "our company" refer to Farmland Partners Inc. alone, and not to its subsidiaries. For the purposes of this section, references to the "general partner" refer to Farmland Partners OP GP, LLC, a wholly owned subsidiary of Farmland Partners Inc.

General

Our operating partnership is a Delaware limited partnership that was formed on September 27, 2013. Our wholly owned subsidiary, Farmland Partners OP GP, LLC, is the sole general partner of our operating partnership. Pursuant to the partnership agreement, subject to certain protective rights of the limited partners described below, we have, through our control of the general partner, full, exclusive and complete responsibility and discretion in the management and control of our operating partnership, including the ability to cause our operating partnership to enter into certain major transactions including a merger of our operating partnership or a sale of substantially all of the assets of our operating partnership. The limited partners have no power to remove the general partner without the general partner's consent.

The general partner may not conduct any business without the consent of a majority of the limited partners other than in connection with: the ownership, acquisition and disposition of partnership interests; the management of the business of our operating partnership; our operation as a reporting company with a class of securities registered under the Exchange Act; the offering, sale syndication, private placement or public offering of stock, bonds, securities or other interests, financing or refinancing of any type related to our operating partnership or its assets or activities; and such activities as are incidental to those activities discussed above. In general, we must contribute any assets or funds that we acquire to our operating partnership in exchange for additional partnership interests. We may, however, in our sole and absolute discretion, from time to time hold or acquire assets in our own name or otherwise other than through our operating partnership so long as we take commercially reasonable measures that the economic benefits and burdens of such property are otherwise vested in our operating partnership. We and our affiliates may also engage in any transactions with our operating partnership on such terms as we may determine in our sole and absolute discretion.

We, as the parent of the general partner, are under no obligation to give priority to the separate interests of our stockholders or the limited partners in deciding whether to cause our operating partnership to take or decline to take any actions. If there is a conflict between the interests of our stockholders on the one hand and the limited partners (including us) on the other, we, as the parent of the general partner, will endeavor in good faith to resolve the conflict in a manner that is not adverse to either our stockholders or the limited partners (including us). The general partner is not liable under the partnership agreement to our operating partnership or to any partner for monetary damages for losses sustained, liabilities incurred, or benefits not derived by limited partners (including us) in connection with such decisions, unless the general partner acted in bad faith and the act or omission was material to the matter giving rise to the loss, liability or benefit not derived.

Upon completion of this offering and consummation of the formation transactions, substantially all of our business activities, including all activities pertaining to the acquisition and operation of properties, must be conducted through our operating partnership, and our operating partnership must be operated in a manner that will enable us to satisfy the requirements for qualification as a REIT.

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Operating Partnership Units

Interests in our operating partnership are denominated in units of limited partnership interest. Pursuant to the partnership agreement, our operating partnership has designated the following classes of units of limited partnership interest, or operating partnership units: OP units and LTIP units.

OP Units

Upon completion of this offering and our formation transactions, we will own approximately 71.4% of the OP units. On or after the date that is 12 months after the date of the original issuance of the OP units, each holder of OP units (other than us) will have the right, subject to the terms and conditions set forth in the partnership agreement, to require our operating partnership to redeem all or a portion of the OP units held by such limited partner in exchange for a cash amount equal to the number of tendered OP units multiplied by the price of a share of our common stock (determined in accordance with, and subject to adjustment under, the terms of the partnership agreement), unless the terms of such OP units or a separate agreement entered into between our operating partnership and the holder of such OP units provide that they are not entitled to a right of redemption or provide for a shorter or longer period before such limited partner may exercise such right of redemption or impose conditions on the exercise of such right of redemption. On or before the close of business on the tenth business day after the general partner receives a notice of redemption, we may, as parent of the general partner, in our sole and absolute discretion, but subject to the restrictions on the ownership of our common stock imposed under our charter and the transfer restrictions and other limitations thereof, elect to acquire some or all of the tendered OP units from the tendering partner in exchange for cash or shares of our common stock, based on an exchange ratio of one share of our common stock for each OP unit (subject to anti-dilution adjustments provided in the partnership agreement).

LTIP Units

In the future, we, as the parent of the general partner, may cause our operating partnership to issue LTIP units to our independent directors, executive officers and certain other employees and persons who provide services to our operating partnership. These LTIP units will be subject to certain vesting requirements. In general, LTIP units are similar to OP units and will receive the same quarterly per-unit profit distributions as OP units. The rights, privileges, and obligations related to each series of LTIP units will be established at the time the LTIP units are issued. As profits interests, LTIP units initially will not have full parity, on a per-unit basis, with OP units with respect to liquidating distributions. Upon the occurrence of specified events, LTIP units can over time achieve full parity with OP units and therefore accrete to an economic value for the holder equivalent to OP units. If such parity is achieved, vested LTIP units may be converted on a one-for-one basis into OP units, which in turn are redeemable by the holder for cash or, at our election, exchangeable for shares of our common stock on a one-for-one basis. However, there are circumstances under which LTIP units will not achieve parity with OP units, and until such parity is reached, the value that a participant could realize for a given number of LTIP units will be less than the value of an equal number of shares of our common stock and may be zero.

Management Liability and Indemnification

To the maximum extent permitted under Delaware law, neither we, the general partner nor any of our directors and officers will be liable to our operating partnership or the limited partners or assignees for losses sustained, liabilities incurred or benefits not derived as a result of errors in judgment or mistakes of fact or law or of any act or omission, unless such person acted in bad faith and the act or omission was material to the matter giving rise to the loss, liability or benefit not derived. The partnership agreement provides for indemnification of the general partner, us, our affiliates and each of our respective officers, directors, employees and any persons we may designate from time to time in

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our sole and absolute discretion, to the fullest extent permitted by applicable law against any and all losses, claims, damages, liabilities (whether joint or several), expenses (including, without limitation, attorneys' fees and other legal fees and expenses), judgments, fines, settlements and other amounts arising from any and all claims, demands, actions, suits or proceedings, civil, criminal, administrative or investigative, that relate to the operations of our operating partnership, provided that our operating partnership will not indemnify such person if (i) an act or omission of the person was material to the matter giving rise to the action and either was committed in bad faith or was the result of active and deliberate dishonesty, (ii) the person actually received an improper personal benefit in money, property or services, or (iii) in the case of a criminal proceeding, the person had reasonable cause to believe the act or omission was unlawful, as set forth in the partnership agreement (subject to the exceptions described below under "—Fiduciary Responsibilities").

Insofar as the foregoing provisions permit indemnification of directors, officers or persons controlling us for liability arising under the Securities Act, we have been informed that in the opinion of the SEC this indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

Fiduciary Responsibilities

Our directors and officers have duties under applicable Maryland law to manage us in a manner consistent with our best interests. At the same time, the general partner has fiduciary duties to manage our operating partnership in a manner beneficial to our operating partnership and its partners. Our duties, as the parent of the general partner, to our operating partnership and its limited partners, therefore, may come into conflict with the duties of our directors and officers to us and our stockholders. We will be under no obligation to give priority to the separate interests of the limited partners of our operating partnership in deciding whether to cause our operating partnership to take or decline to take any actions. The limited partners of our operating partnership have agreed that in the event of a conflict in the duties owed by our directors and officers to us and our stockholders and the fiduciary duties owed by us, in our capacity as the parent of the general partner of our operating partnership, to such limited partners, we will fulfill our fiduciary duties to such limited partners by acting in the best interests of our stockholders.

The limited partners of our operating partnership have expressly acknowledged that we are acting for the benefit of our operating partnership, the limited partners and our stockholders collectively.

Distributions

The partnership agreement provides that we, as the parent of the general partner, shall cause our operating partnership to make quarterly (or more frequent) distributions of all of its available cash (which is defined to be cash available for distribution as determined by us, as general partner) (i) first, with respect to any OP units that are entitled to any preference in accordance with the rights of such operating partnership unit (and, within such class, pro rata according to their respective percentage interests) and (ii) second, with respect to any OP units that are not entitled to any preference in distribution, in accordance with the rights of such class of OP units (and, within such class, pro rata in accordance with their respective percentage interests).

Allocations of Net Income and Net Loss

Net income and net loss of our operating partnership are determined and allocated with respect to each fiscal year of our operating partnership as of the end of the year. Except as otherwise provided in the partnership agreement, an allocation of a share of net income or net loss is treated as an allocation of the same share of each item of income, gain, loss or deduction that is taken into account in computing net income or net loss. Except as otherwise provided in the partnership agreement, net

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income and net loss are allocated to the holders of OP units holding the same class or series of OP units in accordance with their respective percentage interests in the class or series at the end of each fiscal year. The partnership agreement contains provisions for special allocations intended to comply with certain regulatory requirements, including the requirements of Treasury Regulations Sections 1.704-1(b) and 1.704-2. Except as otherwise required by the partnership agreement or the Code and the Treasury Regulations, each operating partnership item of income, gain, loss and deduction is allocated among the limited partners of our operating partnership for U.S. federal income tax purposes in the same manner as its correlative item of book income, gain, loss or deduction is allocated pursuant to the partnership agreement. In addition, under Section 704(c) of the Code, items of income, gain, loss and deduction with respect to appreciated or depreciated property which is contributed to a partnership, such as our operating partnership, in a tax-free transaction must be specially allocated among the partners in such a manner so as to take into account such variation between the tax basis and the fair market value of the property at the time of contribution. Our operating partnership will allocate tax items to the holders of operating partnership units taking into consideration the requirements of Section 704(c) of the Code. See "Material U.S. Federal Income Tax Considerations."

The general partner has sole discretion to ensure that allocations of income, gain, loss and deduction of our operating partnership are in accordance with the interests of the partners of our operating partnership as determined under the Code, and all matters concerning allocations of tax items not expressly provided for in the partnership agreement may be determined by the general partner in its sole discretion.

Redemption Rights

On or after twelve months after becoming a holder of OP units, each limited partner, other than us, will have the right, subject to the terms and conditions set forth in the partnership agreement, to require our operating partnership to redeem all or a portion of such units in exchange for a cash amount equal to the number of tendered units multiplied by the fair market value of a share of our common stock (determined in accordance with, and subject to adjustment under, the terms of the partnership agreement), unless the terms of such units or a separate agreement entered into between our operating partnership and the holder of such units provide that they do not have a right of redemption or provide for a shorter or longer period before such holder may exercise such right of redemption or impose conditions on the exercise of such right of redemption. On or before the close of business on the tenth business day after we receive a notice of redemption, we may, as the parent of the general partner, in our sole and absolute discretion, but subject to the restrictions on the ownership of our common stock imposed under our charter and the transfer restrictions and other limitations thereof, elect to acquire some or all of the tendered units in exchange for cash or shares of our common stock, based on an exchange ratio of one share of our common stock for each OP unit (subject to anti-dilution adjustments provided in the partnership agreement). If we give the limited partners notice of our intention to make an extraordinary distribution of cash or property to our stockholders or effect a merger, a sale of all or substantially all of our assets, or any other similar extraordinary transaction, each limited partner may exercise its right to redeem its OP units, regardless of the length of time such limited partner has held its OP units.

Transferability of Operating Partnership Units; Extraordinary Transactions

The general partner generally will not be able to withdraw voluntarily from our operating partnership or transfer any of its interest in our operating partnership unless the transfer is: (i) to our affiliate; (ii) to a wholly owned subsidiary of the general partner or the owner of all of the ownership interests of the general partner; or (iii) otherwise expressly permitted under the partnership agreement.

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The partnership agreement permits the general partner or us, as the parent of the general partner, to engage in a merger, consolidation or other combination, or sale of substantially all of our assets if:

•: we receive the consent of a majority in interest of the limited partners (excluding us);
•: following the consummation of such transaction, substantially all of the assets of the surviving entity are owned directly or indirectly by the operating partnership or another limited partnership or limited liability company which is the survivor of a merger, consolidation or combination of assets with the operating partnership; or
•: as a result of such transaction all limited partners will receive, or will have the right to receive, for each operating partnership unit an amount of cash, securities or other property equal in value to the greatest amount of cash, securities or other property paid in the transaction to a holder of one share of our common stock, provided that if, in connection with the transaction, a purchase, tender or exchange offer shall have been made to and accepted by the holders of more than 50% of the outstanding shares of our common stock, each holder of operating partnership units shall be given the option to exchange such units for the greatest amount of cash, securities or other property that a limited partner would have received had it exercised its redemption right (described above) and received shares of our common stock immediately prior to the expiration of the offer.

With certain limited exceptions, the limited partners may not transfer their interests in our operating partnership, in whole or in part, without the prior written consent of the general partner, which consent may be withheld in its sole and absolute discretion. Except with the general partner's consent to the admission of the transferee as a limited partner, transferees shall not have any rights by virtue of the transfer other than the rights of an assignee and will not be entitled to vote or effect a redemption with respect to their operating partnership units in any matter presented to the limited partners for a vote. The general partner will have the right to consent to the admission of a transferee of the interest of a limited partner, which consent may be given or withheld by in our sole and absolute discretion.

Issuance of Our Stock and Additional Partnership Interests

Pursuant to the partnership agreement, upon the issuance of our stock other than in connection with a redemption of OP units, we generally will be obligated to contribute or cause to be contributed the cash proceeds or other consideration received from the issuance of our stock to our operating partnership in exchange for, in the case of common stock, OP units or, in the case of an issuance of preferred stock, preferred operating partnership units with designations, preferences and other rights, terms and provisions that are substantially the same as the designations, preferences and other rights, terms and provisions of the preferred stock. In addition, the general partner may cause our operating partnership to issue additional operating partnership units or other partnership interests and to admit additional limited partners to our operating partnership from time to time, on such terms and conditions and for such capital contributions as we, as the parent of the general partner, may establish in our sole and absolute discretion, without the approval or consent of any limited partner, including: (i) upon the conversion, redemption or exchange of any debt, units or other partnership interests or other securities issued by our operating partnership; (ii) for less than fair market value; or (iii) in connection with any merger of any other entity into our operating partnership.

Tax Matters

Pursuant to the partnership agreement, the general partner is the tax matters partner of our operating partnership and has certain other rights relating to tax matters. Accordingly, as both the general partner and tax matters partner, we have the authority to handle tax audits and to make tax elections under the Code, in each case, on behalf of our operating partnership.

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Term

The term of our operating partnership commenced on September 27, 2013 and will continue perpetually, unless earlier terminated in the following circumstances:

•: a final and non-appealable judgment is entered by a court of competent jurisdiction ruling that the general partner is bankrupt or insolvent, or a final and non-appealable order for relief is entered by a court with appropriate jurisdiction against the general partner, in each case under any federal or state bankruptcy or insolvency laws as now or hereafter in effect, unless, prior to the entry of such order or judgment, a majority in interest of the remaining outside limited partners agree in writing, in their sole and absolute discretion, to continue the business of our operating partnership and to the appointment, effective as of a date prior to the date of such order or judgment, of a successor general partner;
•: an election to dissolve our operating partnership made by the general partner in its sole and absolute discretion, with or without the consent of a majority in interest of the outside limited partners;
•: entry of a decree of judicial dissolution of our operating partnership pursuant to the provisions of the Delaware Revised Uniform Limited Partnership Act;
•: the occurrence of any sale or other disposition of all or substantially all of the assets of our operating partnership or a related series of transactions that, taken together, result in the sale or other disposition of all or substantially all of the assets of our operating partnership;
•: the redemption (or acquisition by the general partner) of all operating partnership units that we have authorized other than those held by us; or
•: the incapacity or withdrawal of the general partner, unless all of the remaining partners in their sole and absolute discretion agree in writing to continue the business of our operating partnership and to the appointment, effective as of a date prior to the date of such incapacity, of a substitute general partner.

Amendments to the Partnership Agreement

Amendments to the partnership agreement may be proposed by the general partner or by any limited partner holding 25% or more of the percentage interest of OP units designated as Class A Units. Generally, the partnership agreement may be amended with the general partner's approval and the approval of the limited partners holding a majority of all outstanding limited partner units (excluding limited partner units held by us or our subsidiaries). Certain amendments that would, among other things, have the following effects, must be approved by each partner adversely affected thereby:

•: conversion of a limited partner's interest into a general partner's interest (except as a result of the general partner acquiring such interest);
•: modification of the limited liability of a limited partner;
•: alteration or modification of the rights of any partner to receive the distributions to which such partner is entitled (subject to certain exceptions);
•: alteration or modification of the redemption rights provided by the partnership agreement; or
•: alteration or modification of the provisions governing transfer of the general partner's partnership interest.

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Notwithstanding the foregoing, we, as the parent of the general partner, will have the power, without the consent of the limited partners, to amend the partnership agreement as may be required to:

•: add to the general partner's obligations or surrender any right or power granted to the general partner or any of its affiliates for the benefit of the limited partners;
•: reflect the admission, substitution, or withdrawal of partners or the termination of our operating partnership in accordance with the partnership agreement and to cause our operating partnership or our operating partnership's transfer agent to amend its books and records to reflect our operating partnership unit holders in connection with such admission, substitution or withdrawal;
•: reflect a change that is of an inconsequential nature or does not adversely affect the limited partners as such in any material respect, or to cure any ambiguity, correct or supplement any provision in the partnership agreement not inconsistent with the law or with other provisions, or make other changes with respect to matters arising under the partnership agreement that will not be inconsistent with the law or with the provisions of the partnership agreement;
•: satisfy any requirements, conditions, or guidelines contained in any order, directive, opinion, ruling or regulation of a U.S. federal or state agency or contained in U.S. federal or state law;
•: set forth or amend the designations, preferences, conversion or other rights, voting powers, duties restrictions, limitations as to distributions, qualifications or terms or conditions of redemption of the holders of any additional operating partnership units issued or established pursuant to the partnership agreement;
•: reflect such changes as are reasonably necessary for us to maintain or restore our qualification as a REIT, to satisfy the REIT requirements or to reflect the transfer of any operating partnership units between us and any qualified REIT subsidiary or entity that is disregarded as an entity separate from us for U.S. federal income tax purposes;
•: modify either or both the manner in which items of net income or net loss are allocated or the manner in which capital accounts are computed (but only to the extent set forth in the partnership agreement, or to the extent required by the Code or applicable income tax regulations under the Code);
•: issue additional partnership interests;
•: impose restrictions on the transfer of operating partnership units if we receive an opinion of counsel reasonably to the effect that such restrictions are necessary in order to comply with any federal or state securities laws or regulations applicable to our operating partnership or the operating partnership units;
•: reflect any other modification to the partnership agreement as is reasonably necessary for our business or operations or those of our operating partnership and which does not otherwise require the consent of each partner adversely affected; and
•: reflect an increase or decrease in the amount that a limited partner is obligated to contribute to our operating partnership upon the occurrence of certain events.

Certain provisions affecting the general partner's rights and duties ( e.g. , restrictions relating to certain extraordinary transactions involving us, the general partner or our operating partnership) may not be amended without the approval of the holders of a majority of the operating partnership units (excluding operating partnership units held by us).

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SHARES ELIGIBLE FOR FUTURE SALE

General

Upon completion of this offering, we will have 4,866,667 outstanding shares of our common stock (5,566,667 shares if the underwriters' over-allotment option is exercised in full), including 4,666,667 shares issued in this offering (5,366,667 shares if the underwriters' over-allotment option is exercised in full) and an aggregate of 200,000 shares issued to our non-employee directors, executive officers and Mr. Hough under our Equity Incentive Plan, concurrently with the completion of this offering. In addition, upon completion of this offering, 1,945,000 shares of our common stock will be reserved for future issuance upon redemption of OP units and 122,000 shares of our common stock will be available for future issuance under the Equity Incentive Plan. See "Management—Executive Officer and Director Compensation—Equity Incentive Plan."

Of these shares, the 4,666,667 shares sold in this offering (5,366,667 shares if the underwriters' over-allotment option is exercised in full) will be freely transferable without restriction or further registration under the Securities Act, subject to the limitations on ownership set forth in our charter, except for any shares purchased in this offering by our "affiliates," as that term is defined by Rule 144 under the Securities Act. The remaining shares of common stock issued to our officers, directors and affiliates pursuant to the Equity Incentive Plan and the shares of our common stock issuable to officers, directors and affiliates upon redemption of OP units will be "restricted shares" as defined in Rule 144.

Prior to this offering, there has been no public market for our common stock. Trading of our common stock on the NYSE is expected to commence immediately following the completion of this offering. No assurance can be given as to (1) the likelihood that an active market for our shares of common stock will develop, (2) the liquidity of any such market, (3) the ability of the stockholders to sell the shares or (4) the prices that stockholders may obtain for any of the shares. No prediction can be made as to the effect, if any, that future sales of shares, or the availability of shares for future sale, will have on the market price prevailing from time to time. Sales of substantial amounts of our common stock (including shares issued upon the redemption of OP units), or the perception that such sales could occur, may adversely affect prevailing market prices of our common stock. See "Risk Factors—Risks Related to this Offering and the Market for Our Common Stock—The number of shares of our common stock available for future issuance or sale may have adverse effects on the market price of our common stock."

For a description of certain restrictions on transfers of our shares of common stock held by certain of our stockholders, see "Description of Our Capital Stock—Restrictions on Ownership and Transfer."

Rule 144

After giving effect to this offering, 200,000 shares of our outstanding common stock will be "restricted" securities under the meaning of Rule 144 under the Securities Act, and may not be sold in the absence of registration under the Securities Act unless an exemption from registration is available, including the exemption provided by Rule 144.

In general, under Rule 144 as currently in effect, beginning 90 days after the date of this prospectus, a person who is not deemed to have been an affiliate of ours at any time during the three months preceding a sale and who has beneficially owned shares considered to be restricted securities under Rule 144 for at least six months would be entitled to sell those shares, subject only to the availability of current public information about us. A non-affiliated person who has beneficially owned shares considered to be restricted securities under Rule 144 for at least one year would be entitled to sell those shares without regard to the provisions of Rule 144.

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An affiliate of ours who has beneficially owned shares of our common stock for at least six months would be entitled to sell, within any three-month period, a number of shares that does not exceed the greater of:

•: 1.0% of the shares of our common stock then outstanding, which will equal approximately 48,667 shares immediately after this offering (55,667 shares if the underwriters exercise their over-allotment option in full); or
•: the average weekly trading volume of our common stock on the NYSE during the four calendar weeks preceding the date on which notice of the sale is filed with the SEC.

Sales under Rule 144 by our affiliates or persons selling shares on behalf of our affiliates are also subject to manner of sale provisions, notice requirements and the availability of current public information about us.

Redemption/Exchange Rights

In connection with the formation transactions, our operating partnership will issue an aggregate of 1,945,000 OP units. Beginning on or after the first anniversary of the completion of the formation transactions, limited partners of our operating partnership and certain qualifying assignees of the limited partners will have the right to require our operating partnership to redeem part or all of their OP units for cash, or, at our election, for shares of our common stock, subject to the restrictions on ownership and transfer of our stock set forth in our charter and described under the section titled "Description of Our Capital Stock—Restrictions on Ownership and Transfer." See "Our Operating Partnership and the Partnership Agreement."

Registration Rights

In connection with the completion of this offering, we will enter into a registration rights agreement with Pittman Hough Farms. Pursuant to the terms of the registration rights agreement, we will agree to file, following the date on which we become eligible to file a registration statement on Form S-3 under the Securities Act, one or more registration statements registering the issuance and resale of the common stock issuable upon redemption of the OP units issued in connection with the formation transactions. We will agree to pay all of the expenses relating to such registration statements.

Equity Incentive Plan

We intend to adopt our Equity Incentive Plan immediately prior to the completion of this offering. The plan will provide for the grant of various types of incentive awards to our directors, officers, employees and consultants. An aggregate of 322,000 shares of our common stock are authorized for issuance under the Equity Incentive Plan (subject to adjustment based on the total number of shares of our common stock sold in this offering, including shares sold upon exercise of the underwriters' over-allotment option), of which an aggregate of 200,000 shares (based on the midpoint of the price range set forth on the front cover of this prospectus) will be granted to our directors, executive officers and Mr. Hough upon completion of this offering and will be subject to the lock-up agreements discussed below. After giving effect to grants of restricted shares of our common stock concurrently with the completion of this offering, we expect that an aggregate of 122,000 shares of our common stock will be available for future issuance under our Equity Incentive Plan. See "Management—Executive Officer and Director Compensation—Equity Incentive Plan."

We intend to file with the SEC a Registration Statement on Form S-8 covering the shares of common stock issuable under our Equity Incentive Plan. Shares of our common stock covered by this registration statement, including any shares of our common stock issuable upon the exercise of options

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or shares of restricted common stock, will be eligible for transfer or resale without restriction under the Securities Act unless held by affiliates.

Lock-Up Agreements

In addition to the limits placed on the sale of our common stock by operation of Rule 144 and other provisions of the Securities Act, our directors, executive officers and director nominees and Mr. Hough have agreed with the underwriters of this offering, subject to certain exceptions, not to sell or otherwise transfer or encumber, or enter into any transaction that transfers, in whole or in part, directly or indirectly, any shares of common stock or securities convertible into, exchangeable for or exercisable for shares of common stock (including OP units) owned by them at the completion of this offering or thereafter acquired by them for a period of 180 days (subject to extension in certain circumstances) after the date of this prospectus, without the prior written consent of the representatives of the underwriters.

However, in addition to certain other exceptions, each of our directors, director nominees and executive officers and Mr. Hough may transfer or dispose of his or her shares during the lock-up period in the case of gifts or for estate planning purposes, provided that each transferee agrees to a similar lock-up agreement for the remainder of the lock-up period (including any extension period), the transfer does not involve a disposition for value, no report is required to be filed by the transferor under the Exchange Act as a result of the transfer and the transferor does not voluntarily effect any public filing or report regarding such transfer. See "Underwriting—Lock-Up Agreements."

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MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS

This section summarizes the current material U.S. federal income tax considerations that you, as a prospective investor, may consider relevant in connection with the acquisition, ownership and disposition of our common stock and our election to be taxed as a REIT. As used in this section, the terms "we" and "our" refer solely to Farmland Partners Inc. and not to our subsidiaries and affiliates, which have not elected to be taxed as REITs for U.S. federal income tax purposes.

This discussion does not exhaust all possible tax considerations and does not provide a detailed discussion of any state, local or foreign tax considerations. Nor does this discussion address all aspects of U.S. federal income taxation that may be relevant to particular investors in light of their personal investment or tax circumstances, or to certain types of investors that are subject to special treatment under the U.S. federal income tax laws, such as insurance companies, tax-exempt organizations (except to the limited extent discussed below under "—Taxation of Tax-Exempt Stockholders"), financial institutions, broker-dealers, persons subject to the alternative minimum tax, persons holding our stock as part of a hedge, straddle or other risk reduction, constructive sale or conversion transaction, non-U.S. individuals and foreign corporations (except to the limited extent discussed below under "—Taxation of Non-U.S. Stockholders") and other persons subject to special tax rules. Moreover, this summary assumes that our stockholders hold our common stock as a "capital asset" for U.S. federal income tax purposes, which generally means property held for investment.

The statements in this section are based on the current U.S. federal income tax laws, including the Code, the regulations promulgated by the U.S. Treasury Department, or the Treasury Regulations, rulings and other administrative interpretations and practices of the IRS, and judicial decisions, all as currently in effect, and all of which are subject to differing interpretations or to change, possibly with retroactive effect. This discussion is for general purposes only and is not tax advice. We cannot assure you that new laws, interpretations of law, or court decisions, any of which may take effect retroactively, will not cause any statement in this section to be inaccurate.

We urge you to consult your own tax advisor regarding the specific tax consequences to you of the acquisition, ownership and disposition of our common stock and of our election to be taxed as a REIT. Specifically, you should consult your own tax advisor regarding the U.S. federal, state, local, foreign, and other tax consequences of such acquisition, ownership, disposition and election, and regarding potential changes in applicable tax laws.

Taxation of Our Company

We have elected to be taxed as a pass-through entity under subchapter S of the Code, but intend to revoke our S election prior to the completion of this offering. We intend to elect to be taxed as a REIT for U.S. federal income tax purposes commencing with our short taxable year ending December 31, 2014. We believe that, commencing with such short taxable year, we will be organized and will operate in such a manner as to qualify for taxation as a REIT under the Code, and we intend to continue to operate in such a manner. However, no assurances can be provided regarding our qualification as a REIT because such qualification depends on our ability to satisfy numerous asset, income, stock ownership and distribution tests described below, the satisfaction of which will depend, in part, on our operating results.

The sections of the Code relating to qualification, operation and taxation as a REIT are highly technical and complex. The following discussion sets forth only the material aspects of those sections. This summary is qualified in its entirety by the applicable Code provisions and the related Treasury Regulations and administrative and judicial interpretations thereof.

In connection with this offering, Morrison & Foerster LLP will render an opinion that, commencing with our short taxable year ending December 31, 2014, we will be organized in conformity

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with the requirements for qualification and taxation as a REIT under the U.S. federal income tax laws, and our proposed method of operation will enable us to satisfy the requirements for qualification and taxation as a REIT under the U.S. federal income tax laws for our taxable year ending December 31, 2014 and thereafter. Investors should be aware that Morrison & Foerster LLP's opinion will be based on the U.S. federal income tax laws governing qualification as a REIT as of the date of such opinion, which will be subject to change, possibly on a retroactive basis, will not be binding on the IRS or any court, and will speak only as of the date issued. In addition, Morrison & Foerster LLP's opinion will be based on customary assumptions and will be conditioned upon certain representations made by us as to factual matters, including representations regarding the nature of our assets and the future conduct of our business. Moreover, our qualification and taxation as a REIT depend on our ability to meet, on a continuing basis, through actual results, certain qualification tests set forth in the U.S. federal income tax laws. Those qualification tests involve the percentage of our gross income that we earn from specified sources, the percentage of our assets that falls within specified categories, the diversity of our stock ownership and the percentage of our earnings that we distribute. Morrison & Foerster LLP will not review our compliance with those tests on a continuing basis. Accordingly, no assurance can be given that the actual results of our operations for any particular taxable year will satisfy such requirements. Morrison & Foerster's opinion will not foreclose the possibility that we may have to use one or more of the REIT savings provisions described below, which may require us to pay a material excise or penalty tax in order to maintain our REIT qualification. For a discussion of the tax consequences of our failure to maintain our qualification as a REIT, see "—Failure to Qualify as a REIT" below.

If we qualify as a REIT, we generally will not be subject to U.S. federal income tax on the taxable income that we distribute to our stockholders because we will be entitled to a deduction for dividends that we pay. Such tax treatment avoids the "double taxation," or taxation at both the corporate and stockholder levels, that generally results from owning stock in a corporation. In general, income generated by a REIT is taxed only at the stockholder level if such income is distributed by the REIT to its stockholders. However, we will be subject to U.S. federal income tax in the following circumstances:

•

We will be subject to U.S. federal corporate income tax on any REIT taxable income, including net capital gain, that we do not distribute to our stockholders during, or within a specified time period after, the calendar year in which the income is earned.

•

We may be subject to corporate "alternative minimum tax."

•

We will be subject to tax, at the highest U.S. federal corporate income tax rate, on net income from the sale or other disposition of property acquired through foreclosure ("foreclosure property") that we hold primarily for sale to customers in the ordinary course of business, and other non-qualifying income from foreclosure property.

•

We will be subject to a 100% tax on net income from sales or other dispositions of property, other than foreclosure property, that we hold primarily for sale to customers in the ordinary course of business.

•

If we fail to satisfy one or both of the 75% gross income test or the 95% gross income test, as described below under "—Gross Income Tests," but nonetheless maintain our qualification as a REIT because we meet certain other requirements, we will be subject to a 100% tax on:

•: the greater of the amount by which we fail the 75% gross income test or the 95% gross income test, in either case, multiplied by
•: a fraction intended to reflect our profitability.

•

If we fail to distribute during a calendar year at least the sum of: (1) 85% of our REIT ordinary income for the year, (2) 95% of our REIT capital gain net income for the year, and (3) any

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undistributed taxable income required to be distributed from earlier periods, then we will be subject to a 4% nondeductible excise tax on the excess of the required distribution over the amount we actually distributed.

•

If we fail any of the asset tests, other than a de minimis failure of the 5% asset test, the 10% vote test or the 10% value test, as described below under "—Asset Tests," as long as (1) the failure was due to reasonable cause and not to willful neglect, (2) we file a description of each asset that caused such failure with the IRS, and (3) we dispose of the assets causing the failure or otherwise comply with the asset tests within six months after the last day of the quarter in which we identify such failure, we will pay a tax equal to the greater of $50,000 or the highest U.S. federal corporate income tax rate (currently 35%) multiplied by the net income from the nonqualifying assets during the period in which we failed to satisfy the asset tests.

•

If we fail to satisfy one or more requirements for REIT qualification, other than the gross income tests and the asset tests, and such failure is due to reasonable cause and not to willful neglect, we will be required to pay a penalty of $50,000 for each such failure.

•

We will be subject to a 100% excise tax on transactions with a TRS that are not conducted on an arm's-length basis.

•

If we acquire any asset from a C corporation, or a corporation that generally is subject to full corporate-level tax, in a merger or other transaction in which we acquire a basis in the asset that is determined by reference either to the C corporation's basis in the asset or to another asset, we will pay tax at the highest U.S. federal corporate income tax rate applicable if we recognize gain on the sale or disposition of the asset during the 10-year period after we acquire the asset. The amount of gain on which we will pay tax generally is the lesser of:

•: the amount of gain that we recognize at the time of the sale or disposition, and
•: the amount of gain that we would have recognized if we had sold the asset at the time we acquired it.

•

The earnings of our subsidiary entities that are C corporations, including TRSs, will be subject to U.S. federal corporate income tax.

In addition, we may be subject to a variety of taxes, including payroll taxes and state, local and foreign income, property and other taxes on our assets and operations. We also could be subject to tax in situations and on transactions not presently contemplated.

Requirements for Qualification as a REIT

A REIT is a corporation, trust or association that satisfies each of the following requirements:

(1) It is managed by one or more trustees or directors;

(2) Its beneficial ownership is evidenced by transferable shares of stock, or by transferable shares or certificates of beneficial interest;

(3) It would be taxable as a domestic corporation, but for Sections 856 through 860 of the Code, i.e. , the REIT provisions;

(4) It is neither a financial institution nor an insurance company subject to special provisions of the U.S. federal income tax laws;

(5) At least 100 persons are beneficial owners of its stock or ownership shares or certificates (determined without reference to any rules of attribution);

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(6) Not more than 50% in value of its outstanding stock or shares of beneficial interest are owned, directly or indirectly, by five or fewer individuals, which the U.S. federal income tax laws define to include certain entities, during the last half of any taxable year;

(7) It elects to be a REIT, or has made such election for a previous taxable year, and satisfies all relevant filing and other administrative requirements established by the IRS that must be met to qualify to be taxed as a REIT for U.S. federal income tax purposes;

(8) It uses a calendar year for U.S. federal income tax purposes and complies with the recordkeeping requirements of the U.S. federal income tax laws; and

(9) It meets certain other requirements described below, regarding the sources of its gross income, the nature and diversification of its assets and the distribution of its income.

We must satisfy requirements 1 through 4, and 8 during our entire taxable year and must satisfy requirement 5 during at least 335 days of a taxable year of 12 months, or during a proportionate part of a taxable year of less than 12 months. Requirements 5 and 6 will not apply to us for our short taxable year ending December 31, 2014. If we comply with certain requirements for ascertaining the beneficial ownership of our outstanding stock in a taxable year and have no reason to know that we violated requirement 6, we will be deemed to have satisfied requirement 6 for that taxable year. For purposes of determining stock ownership under requirement 6, an "individual" generally includes a supplemental unemployment compensation benefits plan, a private foundation, or a portion of a trust permanently set aside or used exclusively for charitable purposes. An "individual," however, generally does not include a trust that is a qualified employee pension or profit sharing trust under the U.S. federal income tax laws, and beneficiaries of such a trust will be treated as holding our stock in proportion to their actuarial interests in the trust for purposes of requirement 6.

Our charter provides for restrictions regarding the ownership and transfer of shares of our capital stock. We believe that we will issue sufficient stock with enough diversity of ownership to allow us to satisfy requirements 5 and 6 above. The restrictions in our charter are intended, among other things, to assist us in satisfying requirements 5 and 6 described above. These restrictions, however, may not ensure that we will be able to satisfy such share ownership requirements in all cases. If we fail to satisfy these share ownership requirements, our qualification as a REIT may terminate.

For purposes of requirement 8, we have adopted December 31 as our year end, and thereby satisfy this requirement.

Qualified REIT Subsidiaries. A "qualified REIT subsidiary" generally is a corporation, all of the stock of which is owned, directly or indirectly, by a REIT and that is not treated as a TRS. A corporation that is a "qualified REIT subsidiary" is treated as a division of the REIT that owns, directly or indirectly, all of its stock and not as a separate entity for U.S. federal income tax purposes. Thus, all assets, liabilities, and items of income, deduction, and credit of a "qualified REIT subsidiary" are treated as assets, liabilities, and items of income, deduction, and credit of the REIT that directly or indirectly owns the qualified REIT subsidiary. Consequently, in applying the REIT requirements described herein, the separate existence of any "qualified REIT subsidiary" that we own will be ignored, and all assets, liabilities, and items of income, deduction, and credit of such subsidiary will be treated as our assets, liabilities, and items of income, deduction, and credit.

Other Disregarded Entities and Partnerships. An unincorporated domestic entity, such as a partnership or limited liability company, that has a single owner, as determined under U.S. federal income tax laws, generally is not treated as an entity separate from its owner for U.S. federal income tax purposes. We own various direct and indirect interests in entities that are classified as partnerships and limited liability companies for state law purposes. Nevertheless, many of these entities currently are not treated as entities separate from their owners for U.S. federal income tax purposes because such entities are treated as having a single owner for U.S. federal income tax purposes. Consequently, the

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assets and liabilities, and items of income, deduction, and credit, of such entities will be treated as our assets and liabilities, and items of income, deduction, and credit, for U.S. federal income tax purposes, including the application of the various REIT qualification requirements.

An unincorporated domestic entity with two or more owners, as determined under the U.S. federal income tax laws, generally is taxed as a partnership for U.S. federal income tax purposes. In the case of a REIT that is an owner in an entity that is taxed as a partnership for U.S. federal income tax purposes, the REIT is treated as owning its proportionate share of the assets of the entity and as earning its allocable share of the gross income of the entity for purposes of the applicable REIT qualification tests. Thus, our proportionate share of the assets and items of gross income of our operating partnership and any other partnership, joint venture, or limited liability company that is taxed as a partnership for U.S. federal income tax purposes is treated as our assets and items of gross income for purposes of applying the various REIT qualification tests. For purposes of the 10% value test (described in "—Asset Tests"), our proportionate share is based on our proportionate interest in the equity interests and certain debt securities issued by the entity. For all of the other asset and income tests, our proportionate share is based on our proportionate interest in the capital of the entity.

We have control of our operating partnership and intend to operate it in a manner consistent with the requirements for our qualification as a REIT. We may from time to time be a limited partner or non-managing member in a partnership or limited liability company. If a partnership or limited liability company in which we own an interest takes or expects to take actions that could jeopardize our status as a REIT or require us to pay tax, we may be forced to dispose of our interest in such entity. In addition, it is possible that a partnership or limited liability company could take an action which could cause us to fail a gross income or asset test, and that we would not become aware of such action in time to dispose of our interest in the partnership or limited liability company or take other corrective action on a timely basis. In that case, we could fail to qualify as a REIT unless we were entitled to relief, as described below.

Taxable REIT Subsidiaries. A REIT is permitted to own, directly or indirectly, up to 100% of the stock of one or more TRSs. The subsidiary and the REIT generally must jointly elect to treat the subsidiary as a TRS. However, a corporation of which a TRS directly or indirectly owns more than 35% of the voting power or value of the securities is automatically treated as a TRS without an election.

Unlike a qualified REIT subsidiary, the separate existence of a TRS is not ignored for U.S. federal income tax purposes and a TRS is a fully taxable corporation subject to U.S. federal corporate income tax on its earnings. Restrictions imposed on REITs and their TRSs are intended to ensure that TRSs will be subject to appropriate levels of U.S. federal income taxation. These restrictions limit the deductibility of interest paid or accrued by a TRS to its parent REIT and impose a 100% excise tax on transactions between a TRS and its parent REIT or the REIT's tenants that are not conducted on an arm's-length basis. Dividends paid to us from a TRS, if any, will be treated as dividend income received from a corporation. The foregoing treatment of TRSs may reduce the cash flow generated by us and our subsidiaries in the aggregate and our ability to make distributions to our stockholders and may affect our compliance with the gross income tests and asset tests.

A TRS generally may be used by a REIT to undertake indirectly activities that the REIT requirements might otherwise preclude the REIT from doing directly, such as the provision of noncustomary tenant services or the disposition of property held for sale to customers. See "—Gross Income Tests—Rents from Real Property" and "—Gross Income Tests—Prohibited Transactions."

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Gross Income Tests

We must satisfy two gross income tests annually to qualify and maintain our qualification as a REIT. First, at least 75% of our gross income for each taxable year generally must consist of the following:

•: rents from real property;
•: interest on debt secured by mortgages on real property or on interests in real property;
•: dividends or other distributions on, and gain from the sale of, stock or shares of beneficial interest in other REITs;
•: gain from the sale of real estate assets;
•: income and gain derived from foreclosure property; and
•: income derived from the temporary investment of new capital attributable to the issuance of our stock or a public offering of our debt with a maturity date of at least five years and that we receive during the one-year period beginning on the date on which we receive such new capital.

Second, in general, at least 95% of our gross income for each taxable year must consist of income that is qualifying income for purposes of the 75% gross income test, other types of interest and dividends, gain from the sale or disposition of stock or securities, or any combination of these.

Cancellation of indebtedness income and gross income from a sale of property that we hold primarily for sale to customers in the ordinary course of business will be excluded from gross income for purposes of the 75% and 95% gross income tests. In addition, gains from "hedging transactions," as defined in "—Hedging Transactions," that are clearly and timely identified as such will be excluded from gross income for purposes of the 75% and 95% gross income tests. Finally, certain foreign currency gains will be excluded from gross income for purposes of one or both of the gross income tests.

The following paragraphs discuss the specific application of certain relevant aspects of the gross income tests to us.

Rents from Real Property. Rent that we receive for the use of our real property will qualify as "rents from real property," which is qualifying income for purposes of the 75% and 95% gross income tests, only if the following conditions are met:

First, the rent must not be based in whole or in part on the income or profits of any person. However, participating rent will qualify as "rents from real property" if it is based on percentages of receipts or sales and the percentages generally:

•: are fixed at the time the leases are entered into;
•: are not renegotiated during the term of the leases in a manner that has the effect of basing percentage rent on income or profits; and
•: conform with normal business practice.

We intend to set and accept rents which are fixed dollar amounts or a fixed percentage of gross revenue, and not to any extent determined by reference to any person's income or profits, in compliance with the rules above.

Second, we generally must not own, actually or constructively, 10% or more of the stock or the assets or net profits of any tenant, referred to as a "related-party tenant." The constructive ownership rules generally provide that, if 10% or more in value of our stock is owned, directly or indirectly, by or for any person, we are considered as owning the stock owned, directly or indirectly, by or for such

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person. Because the constructive ownership rules are broad and it is not possible to monitor direct and indirect transfers of our stock continually, no assurance can be given that such transfers or other events of which we have no knowledge will not cause us to own constructively 10% or more of a tenant (or a subtenant, in which case only rent attributable to the subtenant is disqualified). Notwithstanding the foregoing, under an exception to the related-party tenant rule, rent that we receive from a TRS will qualify as "rents from real property" as long as (1) at least 90% of the leased space in the property is leased to persons other than TRSs and related-party tenants, and (2) the amount paid by the TRS to rent space at the property is substantially comparable to rents paid by other tenants of the property for comparable space.

Third, we must not furnish or render noncustomary services, other than a de minimis amount of noncustomary services, to the tenants of our properties other than through an independent contractor from whom we do not derive or receive any income or a TRS. However, we generally may provide services directly to our tenants to the extent that such services are "usually or customarily rendered" in connection with the rental of space for occupancy only and are not considered to be provided for the tenants' convenience. In addition, we may provide a minimal amount of noncustomary services to the tenants of a property, other than through an independent contractor from whom we do not derive or receive any income or a TRS, as long as the income attributable to the services (valued at not less than 150% of the direct cost of performing such services) does not exceed 1% of our gross income from the related property. If the rent from a lease does not qualify as "rents from real property" because we furnish noncustomary services having a value in excess of 1% of our gross income from the related property to the tenants of the property, other than through a qualifying independent contractor or a TRS, none of the rent from the property will qualify as "rents from real property." We do not intend to provide any noncustomary services to our tenants unless such services are provided through independent contractors from whom we do not derive or receive any income or TRSs.

Fourth, rent attributable to any personal property leased in connection with a lease of real property will not qualify as "rents from real property" if the rent attributable to such personal property exceeds 15% of the total rent received under the lease. If a portion of the rent that we receive from a property does not qualify as "rents from real property" because the rent attributable to personal property exceeds 15% of the total rent for a taxable year, the portion of the rent attributable to personal property will not be qualifying income for purposes of either the 75% or 95% gross income test.

We intend to lease substantially all of our properties under triple-net leases with terms ranging from one to three years and pursuant to which the tenant is responsible for substantially all of the operating expenses related to the property, including taxes, maintenance, water usage and insurance. We expect our leases generally will require the tenant to pay fixed rent in advance. However, some of our leases may provide for rents based on a fixed percentage of gross revenue. We intend to structure any such leases in a manner intended to qualify the rent thereunder as "rents from real property." We do not intend to lease significant amounts of personal property pursuant to our leases. Although no authority addresses the treatment of row crop and permanent crop farmland for purposes of the REIT income tests, generally we do not expect rent received pursuant to our leases would be attributable to significant amounts of personal property for U.S. federal income tax purposes. Moreover, we do not intend to perform any services other than customary ones for our tenants unless such services are provided through independent contractors or a TRS. Accordingly, we believe rents received under our leases generally will qualify as "rents from real property" and any income attributable to noncustomary services or personal property will not jeopardize our ability to qualify as a REIT. However, there can be no assurance that the IRS would not challenge our conclusions, including the calculation of our personal property ratios, or that a court would agree with our conclusions. If such a challenge were successful, we could fail to satisfy the 75% or 95% gross income test and thus potentially lose our REIT status.

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Interest. For purposes of the 75% and 95% gross income tests, the term "interest" generally does not include any amount received or accrued, directly or indirectly, if the determination of such amount depends in whole or in part on the income or profits of any person. However, an amount received or accrued generally will not be excluded from the term "interest" solely because it is based on a fixed percentage or percentages of receipts or sales. Furthermore, to the extent that interest from a loan that is based on the profit or net cash proceeds from the sale of the property securing the loan constitutes a "shared appreciation provision," income attributable to such participation feature will be treated as gain from the sale of the secured property.

We may provide senior secured first lien mortgage loans for the purchase of farmland and properties related to farming. Interest on debt secured by mortgages on real property or on interests in real property, including, for this purpose, prepayment penalties, loan assumption fees and late payment charges that are not compensation for services, generally is qualifying income for purposes of the 75% gross income test. In general, under applicable Treasury Regulations, if a loan is secured by real property and other property and the highest principal amount of the loan outstanding during a taxable year exceeds the fair market value of the real property securing the loan determined as of the date we agreed to acquire or originate the loan then a portion of the interest income from such loan will not be qualifying income for purposes of the 75% gross income test, but will be qualifying income for purposes of the 95% gross income test. We anticipate that the interest on our senior secured first lien mortgage loans generally would be treated as qualifying income for purposes of the 75% gross income test.

Prohibited Transactions. A REIT will incur a 100% tax on the net income derived from any sale or other disposition of property, other than foreclosure property, that the REIT holds primarily for sale to customers in the ordinary course of a trade or business. Net income derived from such prohibited transactions is excluded from gross income for purposes of the 75% and 95% gross income tests. Whether a REIT holds an asset "primarily for sale to customers in the ordinary course of a trade or business" depends on the facts and circumstances that exist from time to time, including those related to a particular asset. A safe harbor to the characterization of the sale of property by a REIT as a prohibited transaction is available if the following requirements are met:

•: the REIT has held the property for not less than two years;
•: the aggregate capital expenditures made by the REIT, or any partner of the REIT, during the two-year period preceding the date of the sale do not exceed 30% of the selling price of the property;
•: either (1) during the year in question, the REIT did not make more than seven property sales other than sales of foreclosure property or sales to which Section 1033 of the Code applies, (2) the aggregate adjusted bases of all such properties sold by the REIT during the year did not exceed 10% of the aggregate bases of all of the assets of the REIT at the beginning of the year or (3) the aggregate fair market value of all such properties sold by the REIT during the year did not exceed 10% of the aggregate fair market value of all of the assets of the REIT at the beginning of the year;
•: in the case of property not acquired through foreclosure or lease termination, the REIT has held the property for at least two years for the production of rental income; and
•: if the REIT has made more than seven property sales (excluding sales of foreclosure property) during the taxable year, substantially all of the marketing and development expenditures with respect to the property were made through an independent contractor from whom the REIT derives no income.

We will attempt to comply with the terms of the foregoing safe-harbor. However, we cannot assure you that we will be able to comply with the safe-harbor provisions or that we will avoid owning

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property that may be characterized as property held "primarily for sale to customers in the ordinary course of a trade or business." We may hold and dispose of certain properties through a TRS if we conclude that the sale or other disposition of such property may not fall within the safe-harbor provisions. The 100% prohibited transactions tax will not apply to gains from the sale of property by a TRS, although such income will be taxed to the TRS at U.S. federal corporate income tax rates.

Foreclosure Property. We generally will be subject to tax at the maximum corporate rate on any net income from foreclosure property, other than income that otherwise would be qualifying income for purposes of the 75% gross income test. Gross income from foreclosure property will qualify under the 75% and 95% gross income tests.

Hedging Transactions. From time to time, we or our subsidiaries may enter into hedging transactions with respect to one or more of our or our subsidiaries' assets or liabilities. Our or our subsidiaries' hedging activities may include entering into interest rate swaps, caps, and floors, options to purchase such items, and futures and forward contracts. Income and gain from "hedging transactions" will be excluded from gross income for purposes of both the 75% and 95% gross income tests. A "hedging transaction" means either (1) any transaction entered into in the normal course of our or our subsidiaries' trade or business primarily to manage the risk of interest rate, price changes, or currency fluctuations with respect to borrowings made or to be made, or ordinary obligations incurred or to be incurred, to acquire or carry real estate assets or (2) any transaction entered into primarily to manage the risk of currency fluctuations with respect to any item of income or gain that would be qualifying income under the 75% or 95% gross income test (or any property which generates such income or gain). We are required to clearly identify any such hedging transaction before the close of the day on which it was acquired, originated, or entered into and to satisfy other identification requirements. We intend to structure any hedging transactions in a manner that does not jeopardize our qualification as a REIT; however, no assurance can be given that our hedging activities will give rise to income that is excluded from gross income or qualifies for purposes of either or both of the gross income tests.

Failure to Satisfy Gross Income Tests. We intend to monitor our sources of income, including any non-qualifying income received by us, and manage our assets so as to ensure our compliance with the gross income tests. If we fail to satisfy one or both of the gross income tests for any taxable year, we nevertheless may qualify as a REIT for that year if we qualify for relief under certain provisions of the U.S. federal income tax laws. Those relief provisions are available if:

•: our failure to meet the applicable test is due to reasonable cause and not to willful neglect; and
•: following such failure for any taxable year, we file a schedule of the sources of our income with the IRS in accordance with the Treasury Regulations.

We cannot predict, however, whether any failure to meet these tests will qualify for the relief provisions. In addition, as discussed above in "—Taxation of Our Company," even if the relief provisions apply, we would incur a 100% tax on the gross income attributable to the greater of (1) the amount by which we fail the 75% gross income test, or (2) the amount by which we fail the 95% gross income test, multiplied, in either case, by a fraction intended to reflect our profitability.

Asset Tests

To qualify as a REIT, we also must satisfy the following asset tests at the end of each quarter of each taxable year.

First, under the "75% asset test," at least 75% of the value of our total assets generally must consist of:

•: cash or cash items, including certain receivables and certain money market funds;

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•: government securities;
•: interests in real property, including leaseholds and options to acquire real property and leaseholds;
•: interests in mortgage loans secured by real property;
•: stock or shares of beneficial interest in other REITs; and
•: investments in stock or debt instruments during the one-year period following our receipt of new capital that we raise through equity offerings or public offerings of debt with at least a five-year term.

Second, under the "5% asset test," of our assets that are not qualifying assets for purposes of the 75% asset test described above, the value of our interest in any one issuer's securities may not exceed 5% of the value of our total assets.

Third, of our assets that are not qualifying assets for purposes of the 75% asset test described above, we may not own more than 10% of the voting power of any one issuer's outstanding securities, or the "10% vote test," or more than 10% of the value of any one issuer's outstanding securities, or the "10% value test."

Fourth, no more than 25% of the value of our total assets may consist of the securities of one or more TRSs.

Fifth, no more than 25% of the value of our total assets may consist of the securities of TRSs and other assets that are not qualifying assets for purposes of the 75% asset test.

For purposes of the 5% asset test, the 10% vote test and the 10% value test, the term "securities" does not include securities that qualify under the 75% asset test, securities of a TRS and equity interests in an entity taxed as a partnership for U.S. federal income tax purposes. For purposes of the 10% value test, the term "securities" also does not include: certain "straight debt" securities; any loan to an individual or an estate; most rental agreements and obligations to pay rent; any debt instrument issued by an entity taxed as a partnership for U.S. federal income tax purposes in which we are an owner to the extent of our proportionate interest in the debt and equity securities of the entity; and any debt instrument issued by an entity taxed as a partnership for U.S. federal income tax purposes if at least 75% of the entity's gross income, excluding income from prohibited transactions, is qualifying income for purposes of the 75% gross income test described above in "—Gross Income Tests."

As noted above, we may provide senior secured first lien mortgage loans for the purchase of farmland and properties related to farming. Although the law is not entirely clear, if a loan is secured by real property and other property and the highest principal amount of the loan outstanding during a taxable year exceeds the fair market value of the real property securing the loan as of the date we agreed to acquire or originate the loan, a portion of the loan likely will be a non-qualifying asset for purposes of the 75% asset test. Unless the loan falls within one of the exceptions referenced in the previous paragraph, the non-qualifying portion of such a loan may be subject to, among other requirements, the 10% value test. IRS Revenue Procedure 2011-16 provides a safe harbor under which the IRS has stated that it will not challenge a REIT's treatment of a loan as being, in part, a qualifying real estate asset in an amount equal to the lesser of: (1) the fair market value of the real property securing the loan determined as of the date the REIT committed to acquire the loan; or (2) the fair market value of the loan on the date of the relevant quarterly REIT asset testing date. Under the safe harbor, when the current value of a mortgage loan exceeds the fair market value of the real property that secures the loan, determined as of the date we committed to acquire or originate the loan, the excess will be treated as a non-qualifying asset. We anticipate that our senior secured first lien mortgage loans generally would be treated as qualifying assets for the 75% asset test.

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We believe that the assets that we will hold after consummation of this offering satisfy the foregoing asset test requirements. We will not obtain, nor are we required to obtain under the U.S. federal income tax laws, independent appraisals to support our conclusions as to the value of our assets and securities. Moreover, the values of some assets may not be susceptible to a precise determination. As a result, there can be no assurance that the IRS will not contend that our ownership of securities and other assets violates one or more of the asset tests applicable to REITs.

Failure to Satisfy Asset Tests. We will monitor the status of our assets for purposes of the various asset tests and will manage our portfolio in order to comply at all times with such tests. Nevertheless, if we fail to satisfy the asset tests at the end of a calendar quarter, we will not lose our REIT status if:

•: we satisfied the asset tests at the end of the preceding calendar quarter; and
•: the discrepancy between the value of our assets and the asset test requirements arose from changes in the market values of our assets and was not caused, in part or in whole, by the acquisition of one or more non-qualifying assets.

If we did not satisfy the condition described in the second bullet point immediately above, we still could avoid REIT disqualification by eliminating any discrepancy within 30 days after the close of the calendar quarter in which the discrepancy arose.

In the event that we violate the 5% asset test, the 10% vote test or the 10% value test described above, we will not lose our REIT status if (1) the failure is de minimis (up to the lesser of 1% of our assets or $10 million) and (2) we dispose of assets causing the failure or otherwise comply with the asset tests within six months after the last day of the quarter in which we identify such failure. In the event of a failure of any of such asset tests other than a de minimis failure, as described in the preceding sentence, we will not lose our REIT status if (1) the failure was due to reasonable cause and not to willful neglect, (2) we file a description of each asset causing the failure with the IRS, (3) we dispose of assets causing the failure or otherwise comply with the asset tests within six months after the last day of the quarter in which we identify the failure, and (4) we pay a tax equal to the greater of $50,000 or the highest U.S. federal corporate income tax rate (currently 35%) multiplied by the net income from the nonqualifying assets during the period in which we failed to satisfy the asset tests.

Annual Distribution Requirements

Each taxable year, we must make distributions, other than capital gain dividend distributions and deemed distributions of retained capital gain, to our stockholders in an aggregate amount at least equal to:

•

the sum of:

•: 90% of our "REIT taxable income," computed without regard to the dividends paid deduction and excluding any net capital gain, and
•: 90% of our after-tax net income, if any, from foreclosure property, minus

•

the sum of certain items of non-cash income.

Generally, we must pay such distributions in the taxable year to which they relate, or in the following taxable year if either (1) we declare the distribution before we timely file our U.S. federal income tax return for the year and pay the distribution on or before the first regular dividend payment date after such declaration or (2) we declare the distribution in October, November, or December of the taxable year, payable to stockholders of record on a specified day in any such month, and we actually pay the dividend before the end of January of the following year. In both instances, these distributions relate to our prior taxable year for purposes of the annual distribution requirement to the extent of our earnings and profits for such prior taxable year.

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We will pay U.S. federal income tax on any taxable income, including net capital gain, that we do not distribute to our stockholders. Furthermore, if we fail to distribute during a calendar year, or by the end of January of the following calendar year in the case of distributions with declaration and record dates falling in the last three months of the calendar year, at least the sum of:

•: 85% of our REIT ordinary income for the year,
•: 95% of our REIT capital gain net income for the year, and
•: any undistributed taxable income from prior years,

we will incur a 4% nondeductible excise tax on the excess of such required distribution over the amounts we actually distributed.

We may elect to retain and pay U.S. federal income tax on the net long-term capital gain that we receive in a taxable year. If we so elect, we will be treated as having distributed any such retained amount for purposes of the 4% nondeductible excise tax described above. We intend to make timely distributions sufficient to satisfy the annual distribution requirement and to minimize U.S. federal corporate income tax and avoid the 4% nondeductible excise tax.

It is possible that, from time to time, we may experience timing differences between the actual receipt of income and actual payment of deductible expenses and the inclusion of that income and deduction of such expenses in arriving at our REIT taxable income. Further, it is possible that, from time to time, we may be allocated a share of net capital gain from an entity taxed as a partnership for U.S. federal income tax purposes in which we own an interest that is attributable to the sale of depreciated property that exceeds our allocable share of cash attributable to that sale. As a result of the foregoing, we may have less cash than is necessary to make distributions to our stockholders that are sufficient to avoid U.S. federal corporate income tax and the 4% nondeductible excise tax imposed on certain undistributed income or even to meet the annual distribution requirement. In such a situation, we may need to borrow funds or issue additional stock or, if possible, pay dividends consisting, in whole or in part, of our stock or debt securities.

In order for distributions to be counted as satisfying the annual distribution requirement applicable to REITs and to provide us with a REIT-level tax deduction, the distributions must not be "preferential dividends." A distribution is not a preferential dividend if the distribution is (1) pro rata among all outstanding shares within a particular class, and (2) in accordance with the preferences among different classes of stock as set forth in our organizational documents.

Under certain circumstances, we may be able to correct a failure to meet the distribution requirement for a year by paying "deficiency dividends" to our stockholders in a later year. We may include such deficiency dividends in our deduction for dividends paid for the earlier year. Although we may be able to avoid income tax on amounts distributed as deficiency dividends, we will be required to pay interest to the IRS based on the amount of any deduction we take for deficiency dividends.

Recordkeeping Requirements

We must maintain certain records in order to qualify as a REIT. To avoid paying monetary penalties, we must demand, on an annual basis, information from certain of our stockholders designed to disclose the actual ownership of our outstanding stock, and we must maintain a list of those persons failing or refusing to comply with such demand as part of our records. A stockholder that fails or refuses to comply with such demand is required by the Treasury Regulations to submit a statement with its tax return disclosing the actual ownership of our stock and other information. We intend to comply with these recordkeeping requirements.

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Failure to Qualify as a REIT

If we fail to satisfy one or more requirements for REIT qualification, other than the gross income tests and the asset tests, we could avoid disqualification if our failure is due to reasonable cause and not to willful neglect and we pay a penalty of $50,000 for each such failure. In addition, there are relief provisions available under the Code for a failure of the gross income tests and asset tests, as described in "—Gross Income Tests" and "—Asset Tests."

If we were to fail to qualify as a REIT in any taxable year, and no relief provision applied, we would be subject to U.S. federal income tax on our taxable income at U.S. federal corporate income tax rates and any applicable alternative minimum tax. In calculating our taxable income for a year in which we failed to qualify as a REIT, we would not be able to deduct amounts distributed to our stockholders, and we would not be required to distribute any amounts to our stockholders for that year. Unless we qualified for relief under the statutory relief provisions described in the preceding paragraph, we also would be disqualified from taxation as a REIT for the four taxable years following the year during which we ceased to maintain our qualification as a REIT. We cannot predict whether in all circumstances we would qualify for such statutory relief.

Taxation of Taxable U.S. Stockholders

For purposes of our discussion, the term "U.S. stockholder" means a beneficial owner of our common stock that, for U.S. federal income tax purposes, is:

an individual citizen or resident of the United States for U.S. federal income tax purposes;

a corporation (including an entity treated as a corporation for U.S. federal income tax purposes) created or organized under the laws of the United States, any of its states or the District of Columbia;

an estate whose income is subject to U.S. federal income taxation regardless of its source; or

any trust if (1) a U.S. court is able to exercise primary supervision over the administration of such trust and one or more U.S. persons have the authority to control all substantial decisions of the trust or (2) it has a valid election in place to be treated as a U.S. person.

If an entity or arrangement taxed as a partnership for U.S. federal income tax purposes (a "partnership") holds our common stock, the U.S. federal income tax treatment of an owner of the partnership generally will depend on the status of the owner and the activities of the partnership. Partnerships and their owners should consult their tax advisors regarding the consequences of the ownership and disposition of our common stock by the partnership.

Distributions. If we qualify as a REIT, distributions made out of our current and accumulated earnings and profits that we do not designate as capital gain dividends will be ordinary dividend income to taxable U.S. stockholders. A corporate U.S. stockholder will not qualify for the dividends-received deduction generally available to corporations. Our ordinary dividends also generally will not qualify for the preferential long-term capital gain tax rate applicable to "qualified dividends" unless certain holding period requirements are met and such dividends are attributable to (i) qualified dividends received by us from non-REIT corporations, such as any TRSs, or (ii) income recognized by us and on which we have paid U.S. federal corporate income tax. We do not expect a meaningful portion of our ordinary dividends to be eligible for taxation as qualified dividends.

Any distribution we declare in October, November, or December of any year that is payable to a U.S. stockholder of record on a specified date in any of those months and is attributable to our current and accumulated earnings and profits for such year will be treated as paid by us and received by the U.S. stockholder on December 31 of that year, provided that we actually pay the distribution during January of the following calendar year.

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Distributions to a U.S. stockholder which we designate as capital gain dividends generally will be treated as long-term capital gain, without regard to the period for which the U.S. stockholder has held our stock. A corporate U.S. stockholder may be required to treat up to 20% of certain capital gain dividends as ordinary income.

We may elect to retain and pay U.S. federal corporate income tax on the net long-term capital gain that we receive in a taxable year. In that case, to the extent that we designate such amount in a timely notice to our stockholders, a U.S. stockholder would be taxed on its proportionate share of our undistributed long-term capital gain. The U.S. stockholder would receive a credit or refund for its proportionate share of the U.S. federal corporate income tax we paid. The U.S. stockholder would increase its basis in our common stock by the amount of its proportionate share of our undistributed long-term capital gain, minus its share of the U.S. federal corporate income tax we paid.

A U.S. stockholder will not incur U.S. federal income tax on a distribution in excess of our current and accumulated earnings and profits if the distribution does not exceed the U.S. stockholder's adjusted basis in our common stock. Instead, the distribution will reduce the U.S. stockholder's adjusted basis in our common stock. The excess of any distribution to a U.S. stockholder over both its share of our current and accumulated earnings and profits and its adjusted basis will be treated as capital gain and long-term capital gain if the stock has been held for more than one year.

We will notify U.S. stockholders after the close of our taxable year as to the portions of the distributions attributable to that taxable year that constitute ordinary income, return of capital and capital gain.

Dispositions. In general, a U.S. stockholder will recognize gain or loss on the sale or other taxable disposition of our stock in an amount equal to the difference between (i) the sum of the fair market value of any property and the amount of cash received in such disposition and (ii) the U.S. stockholder's adjusted tax basis in such stock. Such gain or loss generally will be long-term capital gain or loss if the U.S. stockholder has held such stock for more than one year and short-term capital gain or loss otherwise. However, a U.S. stockholder must treat any loss on a sale or exchange of our common stock held by such stockholder for six months or less as a long-term capital loss to the extent of capital gain dividends and any other actual or deemed distributions from us that such U.S. stockholder treats as long-term capital gain. All or a portion of any loss that a U.S. stockholder realizes on a taxable disposition of shares of our common stock may be disallowed if the U.S. stockholder purchases other shares of our common stock within 30 days before or after the disposition. Capital losses generally are available only to offset capital gains of the stockholder except in the case of individuals, who may offset up to $3,000 of ordinary income each year.

Other Considerations. U.S. stockholders may not include in their individual U.S. federal income tax returns any of our net operating losses or capital losses. Instead, these losses are generally carried over by us for potential offset against our future income. Taxable distributions from us and gain from the disposition of our common stock will not be treated as passive activity income and, therefore, U.S. stockholders generally will not be able to apply any "passive activity losses" against such income. In addition, taxable distributions from us and gain from the disposition of our common stock generally will be treated as investment income for purposes of the investment interest limitations.

Tax Rates. The maximum U.S. federal income tax rate on ordinary income and short-term capital gains applicable to U.S. stockholders that are taxed at individual rates currently is 39.6%, and the maximum U.S. federal income tax rate on long-term capital gains applicable to U.S. stockholders that are taxed at individual rates currently is 20%. However, the maximum tax rate on long-term capital gain from the sale or exchange of "section 1250 property" ( i.e. , generally, depreciable real property) is 25% to the extent the gain would have been treated as ordinary income if the property were "section 1245 property" ( i.e. , generally, depreciable personal property). We generally will designate

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whether a distribution that we designate as a capital gain dividend (and any retained capital gain that we are deemed to distribute) is attributable to the sale or exchange of "section 1250 property."

Additional Medicare Tax. Certain U.S. stockholders, including individuals, estates and trusts, will be subject to an additional 3.8% tax, which, for individuals, applies to the lesser of (i) "net investment income" or (ii) the excess of "modified adjusted gross income" over $200,000 ($250,000 if married and filing jointly or $125,000 if married and filing separately). "Net investment income" generally equals the taxpayer's gross investment income reduced by the deductions that are allocable to such income. Investment income generally includes passive income such as interest, dividends, annuities, royalties, rents and capital gains.

Taxation of Tax-Exempt Stockholders

Tax-exempt entities, including qualified employee pension and profit sharing trusts, or "qualified trusts," and individual retirement accounts and annuities, generally are exempt from U.S. federal income taxation. However, they are subject to taxation on their "unrelated business taxable income," or UBTI. Amounts that we distribute to tax-exempt stockholders generally should not constitute UBTI. However, if a tax-exempt stockholder were to finance its acquisition of our common stock with debt, a portion of the distribution that it received from us would constitute UBTI pursuant to the "debt-financed property" rules. Furthermore, social clubs, voluntary employee benefit associations, supplemental unemployment benefit trusts, and qualified group legal services plans that are exempt from taxation under special provisions of the U.S. federal income tax laws are subject to different UBTI rules, which generally will require them to characterize distributions that they receive from us as UBTI.

Finally, in certain circumstances, a qualified trust that owns more than 10% of the value of our stock must treat a percentage of the dividends that it receives from us as UBTI. Such percentage is equal to the gross income that we derive from unrelated trades or businesses, determined as if we were a qualified trust, divided by our total gross income for the year in which we pay the dividends. Such rule applies to a qualified trust holding more than 10% of the value of our stock only if:

we are classified as a "pension-held REIT"; and

the amount of gross income that we derive from unrelated trades or businesses for the year in which we pay the dividends, determined as if we were a qualified trust, is at least 5% of our total gross income for such year.

We will be classified as a "pension-held REIT" if:

we qualify as a REIT by reason of the modification of the rule requiring that no more than 50% of our stock be owned by five or fewer individuals that allows the beneficiaries of the qualified trust to be treated as holding our stock in proportion to their actuarial interests in the qualified trust; and

either:

one qualified trust owns more than 25% of the value of our stock; or

a group of qualified trusts, of which each qualified trust holds more than 10% of the value of our stock, collectively owns more than 50% of the value of our stock.

Taxation of Non-U.S. Stockholders

For purposes of our discussion, the term "non-U.S. stockholder" means a beneficial owner of our common stock that is not a U.S. stockholder, an entity or arrangement taxed as a partnership for U.S. federal income tax purposes or a tax-exempt stockholder. The rules governing U.S. federal income taxation of non-U.S. stockholders, including nonresident alien individuals, foreign corporations, foreign

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partnerships and other foreign stockholders, are complex. This section is only a summary of certain of those rules.

We urge non-U.S. stockholders to consult their own tax advisors to determine the impact of U.S. federal, state, local and foreign income tax laws on the acquisition, ownership and disposition of our common stock, including any reporting requirements.

Distributions. Distributions to a non-U.S. stockholder (i) out of our current and accumulated earnings and profits, (ii) not attributable to gain from our sale or exchange of a "United States real property interest," or a USRPI, and (iii) not designated by us as a capital gain dividend will be subject to a withholding tax at a rate of 30% unless:

a lower treaty rate applies and the non-U.S. stockholder submits an IRS Form W-8BEN to us evidencing eligibility for that reduced rate; or

the non-U.S. stockholder submits an IRS Form W-8ECI to us claiming that the distribution is income effectively connected to a U.S. trade or business of such stockholder.

A non-U.S. stockholder generally will be subject to U.S. federal income tax at graduated rates on any distribution treated as effectively connected with the non-U.S. stockholder's conduct of a U.S. trade or business in the same manner as a U.S. stockholder. In addition, a corporate non-U.S. stockholder may be subject to a 30% branch profits tax with respect to any such distribution.

A non-U.S. stockholder will not incur tax on a distribution in excess of our current and accumulated earnings and profits if such excess does not exceed such non-U.S. stockholder's adjusted basis in our common stock. Instead, the excess portion of such distribution will reduce the non-U.S. stockholder's adjusted basis in our common stock. The excess of a distribution over both our current and accumulated earnings and profits and the non-U.S. stockholder's adjusted basis in our common stock will be taxed, if at all, as gain from the sale or disposition of our common stock. See "—Dispositions" below. Under FIRPTA (discussed below), we may be required to withhold 10% of the portion of any distribution that exceeds our current and accumulated earnings and profits.

Because we generally cannot determine at the time we make a distribution whether the distribution will exceed our current and accumulated earnings and profits, we may withhold tax at a rate of 30% (or such lower rate as may be provided under an applicable tax treaty) on the entire amount of any distribution. To the extent that we do not do so, we nevertheless may withhold at a rate of 10% on any portion of a distribution not subject to withholding at a rate of 30%. A non-U.S. stockholder may obtain a refund of amounts that we withhold if we later determine that a distribution in fact exceeded our current and accumulated earnings and profits.

Under the Foreign Investment in Real Property Tax Act of 1980, or FIRPTA, distributions attributable to capital gains from the sale or exchange by us of USRPIs are treated like income effectively connected with the conduct of a U.S. trade or business, generally are subject to U.S. federal income taxation in the same manner and at the same rates applicable to U.S. stockholders and, with respect to corporate non-U.S. stockholders, may be subject to a 30% branch profits tax. However, these distributions will not be subject to tax under FIRPTA, and will instead be taxed in the same manner as distributions described above, if:

•: the distribution is made with respect to a class of shares regularly traded on an established securities market in the United States; and
•: the non-U.S. stockholder does not own more than 5% of such class at any time during the year within which the distribution is received.

We expect that our common stock will be regularly traded on an established securities market in the United States following this offering. If our common stock is not regularly traded on an established securities market in the United States or if a non-U.S. stockholder owned more than 5% of our

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outstanding common stock any time during the one-year period preceding the distribution, capital gain distributions to such non-U.S. stockholder attributable to our sales of USRPIs would be subject to tax under FIRPTA. We are required to withhold 35% of any distribution to a non-U.S. stockholder owning more than 5% of the relevant class of shares that could be designated by us as a capital gain dividend. Any amount so withheld is creditable against the non-U.S. stockholder's U.S. federal income tax liability.

A distribution to a non-U.S. stockholder attributable to capital gains from the sale or exchange of non-USRPIs will not be subject to U.S. federal income taxation unless such distribution is effectively connected with a U.S. trade or business conducted by such U.S. stockholder, in which case such distribution generally would be subject to U.S. federal income taxation in the same manner and at the same rates applicable to U.S. stockholders and, with respect to corporate non-U.S. stockholders, may be subject to a 30% branch profits tax.

Although not free from doubt, amounts we designate as retained capital gains in respect of the common stock held by U.S. stockholders generally should be treated with respect to non-U.S. stockholders in the same manner as actual distributions by us of capital gain dividends. Under this approach, a non-U.S. stockholder would be able to offset as a credit against its U.S. federal income tax liability resulting from its proportionate share of the tax paid by us on such retained capital gains, and to receive from the IRS a refund to the extent the non-U.S. stockholder's proportionate share of such tax paid by us exceeds its actual U.S. federal income tax liability, provided that the non-U.S. stockholder furnishes required information to the IRS on a timely basis.

Dispositions. Non-U.S. stockholders may incur tax under FIRPTA with respect to gain recognized on a disposition of our common stock unless one of the applicable exceptions described below applies. Any gain subject to tax under FIRPTA generally will be taxed in the same manner as it would be in the hands of U.S. stockholders, except that corporate non-U.S. stockholders also may be subject to a 30% branch profits tax. In addition, the purchaser of such common stock could be required to withhold 10% of the purchase price for such stock and remit such amount to the IRS.

Non-U.S. stockholders generally will not incur tax under FIRPTA with respect to gain on a sale of our common stock as long as, at all times during a specified testing period, we are "domestically controlled," i.e. , non-U.S. persons hold, directly or indirectly, less than 50% in value of our outstanding stock. We cannot assure you that we will be domestically controlled. In addition, even if we are not domestically controlled, if our common stock is "regularly traded" on an established securities market, a non-U.S. stockholder that owned, actually or constructively, 5% or less of our outstanding common stock at all times during a specified testing period will not incur tax under FIRPTA on gain from a sale of our common stock. We expect that shares of our common stock will be "regularly traded" on an established securities market following this offering. Accordingly, we expect that a non-U.S. stockholder that has not owned more than 5% of our common stock at any time during the five-year period prior to such sale will not incur tax under FIRPTA on gain from a sale of our common stock.

A non-U.S. stockholder generally will incur tax on gain from a disposition of our common stock not subject to FIRPTA if:

the gain is effectively connected with the conduct of the non-U.S. stockholder's U.S. trade or business, in which case the non-U.S. stockholder generally will be subject to the same treatment as U.S. stockholders with respect to such gain, except that a non-U.S. stockholder that is a corporation also may be subject to the 30% branch profits tax; or

the non-U.S. stockholder is a nonresident alien individual who was present in the U.S. for 183 days or more during the taxable year and certain other conditions are satisfied, in which case the non-U.S. stockholder generally will incur a 30% tax on its capital gains.

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Information Reporting Requirements and Backup Withholding

We will report to our stockholders and to the IRS the amount of distributions that we pay during each calendar year, and the amount of tax that we withhold, if any. Under the backup withholding rules, a stockholder may be subject to backup withholding (at a rate of 28%) with respect to distributions unless the stockholder:

is a corporation or qualifies for certain other exempt categories and, when required, demonstrates this fact; or

provides a taxpayer identification number, certifies as to no loss of exemption from backup withholding, and otherwise complies with the applicable requirements of the backup withholding rules.

A stockholder who does not provide us with its correct taxpayer identification number also may be subject to penalties imposed by the IRS. Any amount paid as backup withholding will be creditable against the stockholder's U.S. federal income tax liability. In addition, we may be required to withhold a portion of capital gain distributions to any stockholders who fail to certify their non-foreign status to us.

Backup withholding generally will not apply to payments of dividends made by us or our paying agents, in their capacities as such, to a non-U.S. stockholder provided that such non-U.S. stockholder furnishes to us or our paying agent the required certification as to its non-U.S. status, such as providing a valid IRS Form W-8BEN or W-8ECI, or certain other requirements are met. Notwithstanding the foregoing, backup withholding may apply if either we or our paying agent has actual knowledge, or reason to know, that the holder is a "U.S. person" that is not an exempt recipient. Payments of the proceeds from a disposition or a redemption of our common stock that occurs outside the U.S. by a non-U.S. stockholder made by or through a foreign office of a broker generally will not be subject to information reporting or backup withholding. However, information reporting (but not backup withholding) generally will apply to such a payment if the broker has certain connections with the U.S. unless the broker has documentary evidence in its records that demonstrates that the beneficial owner is a non-U.S. stockholder and specified conditions are met or an exemption is otherwise established. Payment of the proceeds from a disposition of our stock by a non-U.S. stockholder made by or through the U.S. office of a broker generally is subject to information reporting and backup withholding unless the non-U.S. stockholder certifies under penalties of perjury that it is not a U.S. person and satisfies certain other requirements, or otherwise establishes an exemption from information reporting and backup withholding.

Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules may be refunded or credited against the stockholder's U.S. federal income tax liability if certain required information is furnished to the IRS. Stockholders should consult their own tax advisors regarding application of backup withholding to them and the availability of, and procedure for obtaining an exemption from, backup withholding.

FATCA

The Foreign Account Tax Compliance Act ("FATCA") imposes a U.S. federal withholding tax on certain types of payments made to "foreign financial institutions" and certain other non-U.S. entities unless certain due diligence, reporting, withholding, and certification obligation requirements are satisfied. FATCA generally imposes a U.S. federal withholding tax at a rate of 30% on dividends on, and gross proceeds from the sale or other disposition of, our stock if paid to a foreign entity unless either (i) the foreign entity is a "foreign financial institution" that undertakes certain due diligence, reporting, withholding, and certification obligations, or in the case of a foreign financial institution that is a resident in a jurisdiction that has entered into an intergovernmental agreement to implement FATCA, the entity complies with the diligence and reporting requirements of such agreement, (ii) the

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foreign entity is not a "foreign financial institution" and identifies certain of its U.S. investors, or (iii) the foreign entity otherwise is excepted under FATCA. If we determine withholding is appropriate in respect of our common stock, we may withhold tax at the applicable statutory rate, and we will not pay any additional amounts in respect of such withholding. However, under delayed effective dates provided for in the Treasury Regulations and other IRS guidance, such required withholding will not begin until July 1, 2014 with respect to dividends on our common stock, and January 1, 2017 with respect to gross proceeds from a sale or other disposition of our common stock.

If withholding is required under FATCA on a payment related to our common stock, holders of our common stock that otherwise would not be subject to withholding (or that otherwise would be entitled to a reduced rate of withholding) generally will be required to seek a refund or credit from the IRS to obtain the benefit of such exemption or reduction (provided that such benefit is available). You should consult your own tax advisor regarding the effect of FATCA on an investment in our common stock.

Tax Aspects of Our Investments in Our Operating Partnership and Other Subsidiary Partnerships

The following discussion summarizes the material U.S. federal income tax considerations that are applicable to our direct and indirect investments in our operating partnership and our other subsidiaries that are taxed as partnerships for U.S. federal income tax purposes, each individually referred to as a "Partnership" and, collectively, as the "Partnerships." The following discussion does not address state or local tax laws or any U.S. federal tax laws other than income tax laws.

Classification as Partnerships

We are required to include in our income our distributive share of each Partnership's income and to deduct our distributive share of each Partnership's losses but only if such Partnership is classified for U.S. federal income tax purposes as a partnership rather than as a corporation or an association taxable as a corporation. An unincorporated entity with at least two owners, as determined for U.S. federal income tax purposes, will be classified as a partnership, rather than as a corporation, for U.S. federal income tax purposes if it:

•: is treated as a partnership under the Treasury Regulations relating to entity classification, or the "check-the-box regulations"; and
•: is not a "publicly traded partnership."

Under the check-the-box regulations, an unincorporated entity with at least two owners may elect to be classified either as an association taxable as a corporation or as a partnership for U.S. federal income tax purposes. If such an entity does not make an election, it generally will be taxed as a partnership for U.S. federal income tax purposes. Our operating partnership intends to be classified as a partnership for U.S. federal income tax purposes and will not elect to be treated as an association taxable as a corporation under the check-the-box regulations.

A publicly traded partnership is a partnership whose interests are traded on an established securities market or are readily tradable on a secondary market or the substantial equivalent thereof. A publicly traded partnership generally is treated as a corporation for U.S. federal income tax purposes, but will not be so treated if, for each taxable year beginning after December 31, 1987 in which it was classified as a publicly traded partnership, at least 90% of the partnership's gross income consisted of specified passive income, including real property rents, gains from the sale or other disposition of real property, interest, and dividends, or the "90% passive income exception." The Treasury Regulations provide limited safe harbors from treatment as a publicly traded partnership. Pursuant to one of those safe harbors, interests in a partnership will not be treated as readily tradable on a secondary market or the substantial equivalent thereof if (1) all interests in the partnership were issued in a transaction or transactions that were not required to be registered under the Securities Act of 1933, as amended, and

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(2) the partnership does not have more than 100 partners at any time during the partnership's taxable year. In determining the number of partners in a partnership, a person owning an interest in a partnership, grantor trust, or S corporation that owns an interest in the partnership is treated as a partner in such partnership only if (1) substantially all of the value of the owner's interest in the entity is attributable to the entity's direct or indirect interest in the partnership and (2) a principal purpose of the use of the entity is to permit the partnership to satisfy the 100-partner limitation. If any Partnership does not qualify for any safe harbor and is treated as a publicly traded partnership, we believe that such Partnership would have sufficient qualifying income to satisfy the 90% passive income exception and, therefore, would not be treated as a corporation for U.S. federal income tax purposes.

We have not requested, and do not intend to request, a ruling from the IRS that any Partnership is or will be classified as a partnership for U.S. federal income tax purposes. If, for any reason, a Partnership were taxable as a corporation, rather than as a partnership, for U.S. federal income tax purposes, we may not be able to qualify as a REIT, unless we qualify for certain statutory relief provisions. See "—Gross Income Tests" and "—Asset Tests." In addition, any change in a Partnership's status for U.S. federal income tax purposes might be treated as a taxable event, in which case we might incur tax liability without any related cash distribution. See "—Annual Distribution Requirements." Further, items of income and deduction of such Partnership would not pass through to us, and we would be treated as a stockholder for U.S. federal income tax purposes. Consequently, such Partnership would be required to pay income tax at U.S. federal corporate income tax rates on its net income, and distributions to us would constitute dividends that would not be deductible in computing such Partnership's taxable income.

Income Taxation of the Partnerships and Their Partners

Partners, Not the Partnerships, Subject to Tax. A Partnership is not a taxable entity for U.S. federal income tax purposes. Rather, we are required to take into account our distributive share of each Partnership's income, gains, losses, deductions, and credits for each taxable year of the Partnership ending with or within our taxable year, even if we receive no distribution from the Partnership for that year or a distribution that is less than our share of taxable income. Similarly, even if we receive a distribution, it may not be taxable if the distribution does not exceed our adjusted tax basis in our interest in the Partnership.

Partnership Allocations. Although an agreement among the owners of an entity taxed as a partnership for U.S. federal income tax purposes generally will determine the allocation of income and losses among the owners, such allocations will be disregarded for tax purposes if they do not comply with the provisions of the U.S. federal income tax laws governing partnership allocations. If an allocation is not recognized for U.S. federal income tax purposes, the item subject to the allocation will be reallocated in accordance with the "partners' interests in the partnership," which will be determined by taking into account all of the facts and circumstances relating to the economic arrangement of the owners with respect to such item.

Tax Allocations With Respect to Contributed Properties. Income, gain, loss, and deduction attributable to appreciated or depreciated property contributed to an entity taxed as a partnership for U.S. federal income tax purposes in exchange for an interest in such entity must be allocated for U.S. federal income tax purposes in a manner such that the contributing owner is charged with, or benefits from, respectively, the unrealized gain or unrealized loss associated with the property at the time of the contribution (the "704(c) Allocations"). The amount of such unrealized gain or unrealized loss, referred to as "built-in gain" or "built-in loss," at the time of contribution is generally equal to the difference between the fair market value of the contributed property at the time of contribution and the adjusted tax basis of such property at that time, referred to as a book-tax difference.

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A book-tax difference attributable to depreciable property generally is decreased on an annual basis as a result of the allocation of depreciation deductions to the contributing owner for book purposes, but not for tax purposes. The Treasury Regulations require entities taxed as partnerships for U.S. federal income tax purposes to use a "reasonable method" for allocating items with respect to which there is a book-tax difference and outline several reasonable allocation methods.

Any gain or loss recognized by a partnership on the disposition of contributed properties generally will be allocated first to the partners of the partnership who contributed such properties to the extent of their built-in gain or loss on those properties for U.S. federal income tax purposes, as adjusted to take into account reductions in book-tax differences described in the previous paragraph. Any remaining gain or loss recognized by the partnership on the disposition of the contributed properties generally will be allocated among the partners in accordance with their partnership agreement unless such allocations and agreement do not satisfy the requirements of applicable Treasury Regulations, in which case such allocation will be made in accordance with the "partners' interests in the partnership."

We expect to treat the transfer of our initial properties by the prior investors to our operating partnership as a contribution of such properties pursuant to which our operating partnership will receive a "carryover" tax basis in such properties. As a result, such properties may have significant built-in gain or loss subject to Section 704(c). We expect our operating partnership will adopt the "traditional" method for purposes of allocating items with respect to any book-tax difference attributable to such built-in gain or loss. Under the "traditional method," as well as certain other reasonable methods available to us, built-in gain or loss with respect to our depreciable properties (i) could cause us to be allocated lower amounts of depreciation deductions for tax purposes than for economic purposes and (ii) in the event of a sale of such properties, could cause us to be allocated taxable gain in excess of the economic gain allocated to us as a result of such sale, with a corresponding tax benefit to the contributing partners. We do not expect material amounts of our initial properties will consist of depreciable properties for U.S. federal income tax purposes, although we can provide no assurances that properties acquired by us in the future will not be depreciable.

Basis in Partnership Interest. Our adjusted tax basis in any Partnership interest we own generally will be:

•: the amount of cash and the basis of any other property we contribute to the Partnership;
•: increased by our distributive share of the Partnership's income (including tax-exempt income) and any increase in our allocable share of indebtedness of the Partnership; and
•: reduced, but not below zero, by our distributive share of the Partnership's loss (including any non-deductible items), the amount of cash and the basis of property distributed to us, and any reduction in our allocable share of indebtedness of the Partnership.

Loss allocated to us in excess of our basis in a Partnership interest will not be taken into account for U.S. federal income tax purposes until we again have basis sufficient to absorb the loss. A reduction of our allocable share of Partnership indebtedness will be treated as a constructive cash distribution to us, and will reduce our adjusted tax basis in the Partnership interest. Distributions, including constructive distributions, in excess of the basis of our Partnership interest will constitute taxable income to us. Such distributions and constructive distributions normally will be characterized as long-term capital gain.

Sale of a Partnership's Property. Generally, any gain realized by a Partnership on the sale of property held for more than one year will be long-term capital gain, except for any portion of the gain treated as depreciation or cost recovery recapture. Our share of any Partnership's gain from the sale of inventory or other property held primarily for sale to customers in the ordinary course of the Partnership's trade or business will be treated as income from a prohibited transaction subject to a 100% tax. See "—Gross Income Tests."

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Possible Legislative or Other Actions Affecting Tax Consequences

Prospective stockholders should recognize that the present U.S. federal income tax treatment of an investment in us may be modified by legislative, judicial or administrative action at any time and that any such action may affect investments and commitments previously made. The rules dealing with U.S. federal income taxation are constantly under review by persons involved in the legislative process, the IRS and the U.S. Treasury Department, resulting in revisions of regulations and revised interpretations of established concepts as well as statutory changes. Revisions in U.S. federal tax laws and interpretations of these laws could adversely affect the tax consequences of your investment.

State and Local Taxes

We and/or you may be subject to taxation by various states and localities, including those in which we or a stockholder transacts business, owns property or resides. The state and local tax treatment may differ from the U.S. federal income tax treatment described above. Consequently, you should consult your own tax advisors regarding the effect of state and local tax laws on an investment in our common stock.

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UNDERWRITING

Robert W. Baird & Co. Incorporated, BMO Capital Markets Corp. and Janney Montgomery Scott LLC are acting as representatives of each of the underwriters named below. Subject to the terms and conditions set forth in an underwriting agreement among us and the underwriters, we have agreed to sell to the underwriters, and each of the underwriters has agreed, severally and not jointly, to purchase from us, the number of shares of common stock set forth opposite its name below.

Underwriter		Number of Shares

Robert W. Baird & Co. Incorporated
BMO Capital Markets Corp.
Janney Montgomery Scott LLC
Mitsubishi UFJ Securities (USA), Inc.
Stephens Inc.

Total		4,666,667

Subject to the terms and conditions set forth in the underwriting agreement, the underwriters have agreed, severally and not jointly, to purchase all of the shares sold under the underwriting agreement if any of these shares are purchased. If an underwriter defaults, the underwriting agreement provides that the purchase commitments of the nondefaulting underwriters may be increased or the underwriting agreement may be terminated.

We have agreed to indemnify the underwriters against certain liabilities, including liabilities under the Securities Act, or to contribute to payments the underwriters may be required to make in respect of those liabilities.

The underwriters are offering the shares, subject to prior sale, when, as and if issued to and accepted by them, subject to approval of legal matters by their counsel, including the validity of the shares, and other conditions contained in the underwriting agreement, such as the receipt by the underwriters of officer's certificates and legal opinions. The underwriters reserve the right to withdraw, cancel or modify offers to the public and to reject orders in whole or in part.

Commissions and Discounts

The representatives have advised us that the underwriters propose initially to offer the shares to the public at the public offering price set forth on the cover page of this prospectus and to dealers at that price less a concession not in excess of $1.05 per share. After the initial offering, the public offering price, concession or any other term of this offering may be changed.

The following table shows the public offering price, underwriting discount and proceeds before expenses to us. The information assumes either no exercise or full exercise by the underwriters of their option to purchase additional shares.

	Per Share	Without Option	With Option

Public offering price	$	$	$
Underwriting discount

Proceeds, before expenses, to us	$	$	$

The expenses of this offering, not including the underwriting discount, are estimated at approximately $1.3 million and are payable by us.

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Over-Allotment Option

We have granted an option to the underwriters, exercisable for 30 days after the date of this prospectus, to purchase up to 700,000 additional shares at the public offering price, less the underwriting discount, solely to cover any over-allotments. If the underwriters exercise this option, each will be obligated, subject to conditions contained in the underwriting agreement, to purchase a number of additional shares proportionate to that underwriter's initial amount reflected in the above table.

No Sales of Similar Securities

We, our executive officers, directors and director nominees and Mr. Hough have agreed not to sell or transfer any common stock or securities convertible into, exchangeable for, exercisable for, or repayable with common stock, for 180 days after the date of this prospectus without first obtaining the written consent of each of the representatives. Specifically, we and these other persons have agreed, with certain limited exceptions, not to directly or indirectly

•: offer, pledge, sell or contract to sell any common stock,
•: sell any option or contract to purchase any common stock,
•: purchase any option or contract to sell any common stock,
•: grant any option, right or warrant for the sale of any common stock,
•: lend or otherwise dispose of or transfer any common stock,
•: request or demand that we file a registration statement related to the common stock, or
•: enter into any swap or other agreement that transfers, in whole or in part, the economic consequence of ownership of any common stock whether any such swap or transaction is to be settled by delivery of shares or other securities, in cash or otherwise.

This lock-up provision applies to common stock and to securities convertible into or exchangeable or exercisable for or repayable with common stock. It also applies to common stock owned now or acquired later by the person executing the agreement or for which the person executing the agreement later acquires the power of disposition.

The restrictions described above shall not apply to bona fide gifts or transfers to family members or trusts for the direct or indirect benefit of the director, director nominee, executive officer or Mr. Hough, or his or her family members, provided in each case that the transferee agrees in writing to be bound by the terms of the lock-up agreement and will also not apply for shares sold in certain instances based on withholding taxes for maturity of restricted stock.

Listing

Our common stock has been approved for listing, subject to official notice of issuance, on the NYSE under the symbol "FPI." In order to meet the requirements for listing on that exchange, the underwriters have undertaken to sell a minimum number of shares to a minimum number of beneficial owners as required by that exchange.

Before this offering, there has been no public market for our common stock. The initial public offering price will be determined through negotiations between us and the representatives. In addition to prevailing market conditions, the factors to be considered in determining the initial public offering price are

•: the valuation multiples of publicly traded companies that the representatives believe to be comparable to us,

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•: our financial information,
•: the history of, and the prospects for, our company and the industry in which we compete,
•: an assessment of our management, its past and present operations, and the prospects for, and timing of, our future revenues,
•: the present state of our development, and
•: the above factors in relation to market values and various valuation measures of other companies engaged in activities similar to ours.

An active trading market for the shares may not develop. It is also possible that after this offering the shares will not trade in the public market at or above the initial public offering price.

The underwriters do not expect to sell more than 5% of the shares in the aggregate to accounts over which they exercise discretionary authority.

Price Stabilization, Short Positions and Penalty Bids

Until the distribution of the shares is completed, SEC rules may limit underwriters and selling group members from bidding for and purchasing our common stock. However, the representatives may engage in transactions that stabilize the price of the common stock, such as bids or purchases to peg, fix or maintain that price.

In connection with this offering, the underwriters may purchase and sell our common stock in the open market. These transactions may include short sales, purchases on the open market to cover positions created by short sales and stabilizing transactions. Short sales involve the sale by the underwriters of a greater number of shares than they are required to purchase in this offering. "Covered" short sales are sales made in an amount not greater than the underwriters' option to purchase additional shares described above. The underwriters may close out any covered short position by either exercising their option to purchase additional shares or purchasing shares in the open market. In determining the source of shares to close out the covered short position, the underwriters will consider, among other things, the price of shares available for purchase in the open market as compared to the price at which they may purchase shares through the option granted to them. "Naked" short sales are sales in excess of such option. The underwriters must close out any naked short position by purchasing shares in the open market. A naked short position is more likely to be created if the underwriters are concerned that there may be downward pressure on the price of our common stock in the open market after pricing that could adversely affect investors who purchase in this offering. Stabilizing transactions consist of various bids for or purchases of shares of common stock made by the underwriters in the open market prior to the completion of this offering.

The underwriters may also impose a penalty bid. This occurs when a particular underwriter repays to the underwriters a portion of the underwriting discount received by it because the representatives have repurchased shares sold by or for the account of such underwriter in stabilizing or short covering transactions.

Similar to other purchase transactions, the underwriters' purchases to cover the syndicate short sales may have the effect of raising or maintaining the market price of our common stock or preventing or retarding a decline in the market price of our common stock. As a result, the price of our common stock may be higher than the price that might otherwise exist in the open market. The underwriters may conduct these transactions on the NYSE, in the over-the-counter market or otherwise.

Neither we nor any of the underwriters make any representation or prediction as to the direction or magnitude of any effect that the transactions described above may have on the price of our common stock. In addition, neither we nor any of the underwriters make any representation that the

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representatives will engage in these transactions or that these transactions, once commenced, will not be discontinued without notice.

Electronic Distribution

In connection with this offering, certain of the underwriters or securities dealers may distribute prospectuses by electronic means, such as e-mail.

Other Relationships

Concurrently with, or shortly after, the completion of this offering and the formation transactions, we expect to enter into a $30.0 million secured revolving credit facility with several lenders, including affiliates of certain of the underwriters. In their capacity as lenders, these affiliates of the underwriters will receive certain financing fees in connection with the credit facility in addition to the underwriting discount payable to the underwriters in connection with this offering.

In addition, in the ordinary course of their business activities, the underwriters and their affiliates may make or hold a broad array of investments and actively trade debt and equity securities (or related derivative securities) and financial instruments (including bank loans) for their own account and for the accounts of their customers. Such investments and securities activities may involve securities and/or instruments of ours or our affiliates. The underwriters and their affiliates may also make investment recommendations and/or publish or express independent research views in respect of such securities or financial instruments and may hold, or recommend to clients that they acquire, long and/or short positions in such securities and instruments.

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EXPERTS

The financial statements of Farmland Partners Inc. as of December 31, 2013 and December 5, 2013 and the financial statements of FP Land LLC as of December 31, 2013 and December 31, 2012 and for each of the two years in the period ended December 31, 2013 and the financial statements of Astoria Farms as of December 31, 2013 and December 31, 2012 and for each of the two years in the period ended December 31, 2013 included in this prospectus have been so included in reliance on the reports of PricewaterhouseCoopers LLP, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.

LEGAL MATTERS

The validity of the issuance of the common stock offered hereby and certain federal income tax matters will be passed upon for us by Morrison & Foerster LLP. Certain legal matters relating to this offering will be passed upon for the underwriters by Hunton & Williams LLP.

WHERE YOU CAN FIND MORE INFORMATION

We maintain a website at www.farmlandpartners.com. Information contained on, or accessible through our website is not incorporated by reference into and does not constitute a part of this prospectus or any other report or documents we file with or furnish to the SEC.

We have filed with the SEC a Registration Statement on Form S-11, including exhibits, schedules and amendments thereto, of which this prospectus is a part, under the Securities Act with respect to the shares of our common stock to be sold in this offering. This prospectus does not contain all of the information set forth in the registration statement and exhibits and schedules to the registration statement. For further information with respect to our company and the shares of our common stock to be sold in this offering, reference is made to the registration statement, including the exhibits and schedules thereto. Statements contained in this prospectus as to the contents of any contract or other document referred to in this prospectus are not necessarily complete and, where that contract or other document has been filed as an exhibit to the registration statement, each statement in this prospectus is qualified in all respects by the exhibit to which the reference relates. Copies of the registration statement, including the exhibits and schedules to the registration statement, may be examined without charge at the public reference room of the SEC, 100 F Street, N.E., Washington, D.C. 20549. Information about the operation of the public reference room may be obtained by calling the SEC at 1-800-SEC-0300. Copies of all or a portion of the registration statement can be obtained from the public reference room of the SEC upon payment of prescribed fees. Our SEC filings, including our registration statement, are also available to you, free of charge, on the SEC's website, www.sec.gov.

AS A RESULT OF THIS OFFERING, WE WILL BECOME SUBJECT TO THE INFORMATION AND PERIODIC REPORTING REQUIREMENTS OF THE EXCHANGE ACT AND WILL FILE PERIODIC REPORTS AND OTHER INFORMATION WITH THE SEC. THESE PERIODIC REPORTS AND OTHER INFORMATION WILL BE AVAILABLE FOR INSPECTION AND COPYING AT THE SEC'S PUBLIC REFERENCE FACILITIES AND THE WEBSITE OF THE SEC REFERRED TO ABOVE.

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INDEX TO FINANCIAL STATEMENTS

		Page

Farmland Partners Inc. and Subsidiaries:
Unaudited Pro Forma Consolidated Information:
Unaudited Pro Forma Consolidated Balance Sheet as of December 31, 2013			F-4
Unaudited Pro Forma Consolidated Income Statement for the year ended December 31, 2013			F-5
Notes to Unaudited Pro Forma Consolidated Financial Statements			F-6
Historical Financial Statements:
Report of Independent Registered Public Accounting Firm			F-11
Consolidated Balance Sheets as of December 31, 2013 and December 5, 2013			F-12
Notes to Consolidated Balance Sheets			F-13
FP Land LLC:
Report of Independent Registered Public Accounting Firm			F-15
Combined Consolidated Balance Sheets as of December 31, 2013 and 2012			F-16
Combined Consolidated Statements of Operations for the years ended December 31, 2013 and 2012			F-17
Combined Consolidated Statements of Members' (Deficit) Equity for the years ended December 31, 2013 and 2012			F-18
Combined Consolidated Statements of Cash Flows for the years ended December 31, 2013 and 2012			F-19
Notes to FP Land LLC Combined Consolidated Financial Statements			F-20
Schedule III—Real Estate and Accumulated Depreciation			F-31
Astoria Farms:
Independent Auditor's Report			F-33
Balance Sheets as of December 31, 2013 and 2012			F-34
Statements of Operations for the years ended December 31, 2013 and 2012			F-35
Statements of Partners' Deficit for the years ended December 31, 2013 and 2012			F-36
Statements of Cash Flows for the years ended December 31, 2013 and 2012			F-37
Notes to Astoria Farms Financial Statements			F-38

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Farmland Partners Inc.

Pro Forma Consolidated Financial Statements

(unaudited)

Farmland Partners Inc. (together with its consolidated subsidiaries, the "Company," "we," "our" or "us") is a Maryland corporation that was formed on September 27, 2013 to succeed to the business of FP Land LLC, a Delaware limited liability company ("FP Land" or our "Predecessor"). The Company has had no corporate or business activity since its formation other than (i) the issuance of 1,000 shares of common stock, par value $0.01 per share ("Common Stock"), for $1,000 in cash in connection with the Company's initial capitalization and (ii) activities in preparation for the Company's initial public offering of its Common Stock (the "Offering") and the formation transactions. Farmland Partners Operating Partnership, LP (our "Operating Partnership") was formed as a Delaware limited partnership on September 27, 2013. Upon completion of the Offering and the related formation transactions described below, we expect our operations to be carried on through our Operating Partnership. At such time, our wholly owned subsidiary, Farmland Partners OP GP, LLC, will be the sole general partner of, and will have control of, our Operating Partnership, and we will own 71.4% of our Operating Partnership on a fully diluted basis. Accordingly, we will consolidate the assets, liabilities and results of operations of our Operating Partnership.

The accompanying pro forma consolidated financial statements include the operations and assets of our Predecessor, which owns 100% of the equity interests in each of PH Farms LLC ("PH Farms") and Cottonwood Valley Land, LLC ("Cottonwood" and, together with PH Farms, the "Ownership Entities"), which directly wholly own the 38 farms and three grain storage facilities that will comprise our initial portfolio. Concurrently with the completion of the Offering, FP Land will merge with and into our Operating Partnership (with our Operating Partnership surviving), which we refer to as the FP Land Merger. As a result, our Operating Partnership will own 100% of the equity interests of the Ownership Entities. In connection with the FP Land Merger, we expect to issue an aggregate of 1,945,000 common units in our Operating Partnership ("OP Units"), having an aggregate value of approximately $29.2 million, to the prior owner of FP Land.

Our acquisition of the Ownership Entities in connection with our formation transactions will represent a transaction between entities under common control because Paul A. Pittman, our Executive Chairman, President and Chief Executive Officer, owns a 75% controlling interest in Pittman Hough Farms LLC ("Pittman Hough Farms"), which owns 100% of the interests in FP Land, which, in turn, owns 100% of the equity interests in each of the Ownership Entities. As a result, Mr. Pittman is deemed to control the Ownership Entities, and our acquisition of the Ownership Entities will be recorded at our Predecessor's historical cost.

On March 21, 2014, certain direct or indirect equity holders of FP Land contributed $240,000 to FP Land, which FP Land used to repay $240,000 of indebtedness that was collateralized by a property not being acquired by us in the FP Land Merger.

The unaudited pro forma consolidated financial statements have been derived from our Predecessor's historical combined consolidated financial statements included elsewhere in this prospectus. The unaudited pro forma consolidated balance sheet as of December 31, 2013 is presented to reflect adjustments to the Predecessor's historical combined consolidated balance sheet as of December 31, 2013 as if the Offering, the related formation transactions and the contribution and repayment of indebtedness by FP Land were completed on December 31, 2013. The unaudited pro forma consolidated income statement for the year ended December 31, 2013 is presented as if the Offering and the related formation transactions were completed on January 1, 2013.

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Farmland Partners Inc.

Pro Forma Consolidated Financial Statements (Continued)

(unaudited)

The following unaudited pro forma consolidated financial statements should be read in conjunction with (i) the Predecessor's historical combined consolidated financial statements at December 31, 2013 and 2012, and for the years ended December 31, 2013 and 2012 and (ii) the "Risk Factors" and "Cautionary Note Regarding Forward-Looking Statements" sections in this prospectus. We have based the unaudited pro forma adjustments on available information and assumptions that we believe are reasonable. The following unaudited pro forma consolidated financial statements are presented for informational purposes only and are not necessarily indicative of (1) what our actual financial position would have been as of December 31, 2013 assuming the Offering and the related formation transactions had all been completed on December 31, 2013, (2) what actual results of operations would have been for the year ended December 31, 2013 assuming the Offering and the related formation transactions were completed as of the beginning of the period presented, or (3) our future results of operations or financial condition as of any future date or for any future period, as applicable.

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Farmland Partners Inc.

Pro Forma Consolidated Balance Sheet

December 31, 2013

(unaudited)

	Farmland Partners Inc.		Predecessor			Pro Forma Adjustments			Pro Forma Before Offering			Proceeds From Offering			Other Pro Forma Adjustments			Company Pro Forma

	A		B									E/F
Assets
Land	$	—	$	34,693,573		$	—		$	34,693,573		$	—		$	—		$	34,693,573
Grain facilities		—		2,563,415			—			2,563,415			—			—			2,563,415
Drainage improvements		—		779,975			—			779,975			—			—			779,975
Irrigation improvements		—		768,935			—			768,935			—			—			768,935

Real estate, at cost		—		38,805,898			—			38,805,898			—			—			38,805,898
Accumulated depreciation		—		(450,474	)		—			(450,474	)		—			—			(450,474	)

Total real estate, net		—		38,355,424			—			38,355,424			—			—			38,355,424
Cash and cash equivalents		1,000		16,805			—			17,805			51,745,763			(175,000)	G		51,588,568
Deferred financing fees, net		—		133,734			—			133,734			(29,423	)		175,000	G		279,311
Deferred offering costs		—		699,013			—			699,013			(699,013	)		—			—
Accounts receivable		—		463,700			(463,700)	C		—			—			—			—

Total Assets	$	1,000	$	39,668,676		$	(463,700	)	$	39,205,976		$	51,017,327		$	—		$	90,223,303

Liabilities
Mortgage notes payable	$	—	$	43,065,237		$	(240,000)	D	$	42,825,237		$	(12,045,237	)	$	—		$	30,780,000
Secured credit facility		—		—			—			—			—			—			—
Accrued interest		—		78,603			—			78,603			—			—			78,603
Accrued expenses		—		1,248,758			—			1,248,758			(699,013	)		—			549,745

Total Liabilities		—		44,392,598			(240,000	)		44,152,598			(12,744,250	)		—			31,408,348

Equity
Common stock, $0.01 par value		10		—			—			10			46,667			—			46,677
Additional paid-in capital		990		—			—			990			63,744,333			(22,258,283)	H		41,487,040
Retained earnings		—		—			—			—			(20,767	)		—			(20,767	)
Predecessor equity		—		(4,723,922	)		(223,700)	C/D		(4,947,622	)		—			4,947,622	H		—
Non-controlling interest in operating partnership		—		—			—			—			(8,656	)		17,310,661	H		17,302,005

Total Equity		1,000		(4,723,922	)		(223,700	)		(4,946,622	)		63,761,577			—			58,814,955

Total Liabilities and Equity	$	1,000	$	39,668,676		$	(463,700	)	$	39,205,976		$	51,017,327		$	—		$	90,223,303

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Farmland Partners Inc.

Consolidated Pro Forma Income Statement

For the Year Ended December 31, 2013

(unaudited)

	Farmland Partners Inc.		Predecessor			Pro Forma Contractual Rent Adjustments		Other Pro Forma Adjustments			Pro Forma Before Offering			Other Pro Forma Adjustments			Company Pro Forma

	AA		BB			CC
Operating Revenues
Rental income	$	—	$	2,350,025		$	269,073	$	—		$	2,619,098		$	—		$	2,619,098

Total operating revenues		—		2,350,025			269,073		—			2,619,098			—			2,619,098

Expenses
Depreciation		—		148,547			—		—			148,547			—			148,547
Property taxes		—		26,802			—		—			26,802			—			26,802
Acquisition costs		—		257			—		—			257			—			257
Professional fees		—		726,315			—		—			726,315			(75,000)	EE		651,315
Insurance		—		6,228			—		—			6,228			—			6,228
Travel		—		58,405			—		—			58,405			—			58,405
Repairs				4,505			—		—			4,505			—			4,505
Bookkeeping		—		2,500			—		—			2,500			(2,500)	EE		—
General and administrative		—		—			—		—			—			2,024,500	FF		2,024,500

Total operating expenses		—		973,559			—		—			973,559			1,947,000			2,920,559

Operating income (loss)		—		1,376,466			269,073		—			1,645,539			(1,947,000	)		(301,461	)
Interest expense		—		(1,342,294	)		—		10,701	DD		(1,331,593	)		325,784	GG		(1,005,809	)

Net income (loss) from continuing operations	$	—	$	34,172		$	269,073	$	10,701		$	313,946		$	(1,621,216	)	$	(1,307,270	)

Loss from continuing operations attributable to non-controlling interests—operating partnership																	$	(384,568)	HH

Loss from continuing operations available to common stockholders																	$	(922,702	)

Pro forma per share:
Loss from continuing operations available to common stockholders:
Basic and diluted																	$	(0.76	)

Pro forma weighted-average common shares outstanding:
Basic and diluted																		1,216,949	II

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Farmland Partners Inc.

Pro Forma Consolidated Financial Statements

(unaudited)

1. Adjustments to the Pro Forma Consolidated Balance Sheet

(A): Represents the historical consolidated balance sheet of Farmland Partners Inc. and subsidiaries as of December 31, 2013.
(B): Reflects a historical combined consolidated balance sheet of our Predecessor, FP Land LLC, as of December 31, 2013.
(C): Represents the distribution to certain direct or indirect equity holders of FP Land of an account receivable related to balances outstanding as of December 31, 2013. Such distribution will occur prior to the completion of the Offering and the consummation of the FP Land Merger. This adjustment is made to present accounts receivable of the Company as if the distribution had occurred on December 31, 2013.
(D): Represents the contribution of $240,000 by certain direct or indirect equity holders of FP Land to FP Land, and FP Land's subsequent repayment of $240,000 of indebtedness that is collateralized by a property not being acquired by the Company in the FP Land Merger, which repayment occured on March 21, 2014. This adjustment is made to present long-term debt and equity of the Company as if the capital contribution and debt repayment transactions had occurred on December 31, 2013.
(E): Reflects gross proceeds from the Offering of $70.0 million, which will be reduced by $6.2 million to reflect underwriters' discounts and commissions and other costs of the Offering payable by us, resulting in net proceeds to us of $63.8 million. These costs will be charged against the gross offering proceeds upon completion of the Offering. As of December 31, 2013, $0.7 million of these costs had been incurred by our Predecessor. A summary is as follows (in thousands):


Gross Proceeds	$	70,000
Less:
Underwriters' discount		(4,900	)
Offering costs incurred by our Predecessor incurred through March 2014		(1,309)	(1)

Net proceeds	$	63,791

(1): Pittman Hough Farms advanced $54,747 to cover these costs prior to completion of the Offering.

(F): In connection with the Offering, we anticipate repaying $12.0 million of secured mortgage debt, of which $766,000 was advanced by Pittman Hough Farms prior to completion of the Offering. As a result of the repayment of debt, we expect to write off $29,423 in related deferred financing fees.
(G): In connection with the Offering, we expect to enter into an agreement for a $30.0 million secured revolving credit facility, which we expect to be undrawn at the completion of the Offering. In connection with this credit facility, we expect to incur $175,000 in financing fees, which will be amortized over the life of the credit facility as an adjustment to interest expense.

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Farmland Partners Inc.

Pro Forma Consolidated Financial Statements (Continued)

(unaudited)

1. Adjustments to the Pro Forma Consolidated Balance Sheet (Continued)

(H): Represents the reclassification of Predecessor equity to Non-controlling Interests in our Operating Partnership of $4,947,622. OP Units not owned by Farmland Partners Inc. are classified as non-controlling interests in permanent equity in the pro forma consolidated balance sheet because holders of OP Units have the right, pursuant to the Amended and Restated Agreement of Limited Partnership of our Operating Partnership, to cause our Operating Partnership to redeem such OP Units for cash, or solely at our election and within our control, for shares of Common Stock, on a one-for-one basis. In periods where there has been a change in Farmland Partners Inc.'s ownership of our Operating Partnership, the carrying amount of the non-controlling interest will be adjusted and the difference between the fair value of the consideration paid or received and the amount of the adjustment will be recorded as additional paid-in capital. For purposes of this pro forma consolidated balance sheet, equity of our Operating Partnership has been allocated based on the total number of OP Units expected to be issued in connection with the Offering and formation transactions, resulting in a reallocation of $22,258,283 from additional paid-in capital to non-controlling interest in our Operating Partnership.

2. Adjustments to the Pro Forma Consolidated Income Statement

(AA): Represents the historical consolidated statements of operations of Farmland Partners Inc. and subsidiaries for the year ended December 31, 2013.
(BB): Reflects the historical combined consolidated statements of operations of our Predecessor for the year ended December 31, 2013.
(CC): In connection with the formation transactions, the existing leases between our Predecessor and Astoria Farms, which is controlled by Paul A. Pittman, our Executive Chairman, President and Chief Executive Officer, and Hough Farms, in which Mr. Pittman has an interest, for 36 of the 38 farms and the three grain storage facilities in our initial portfolio will be terminated, and we will enter into new triple-net leases with these same tenants with terms ranging from one to three years. The pro forma adjustments reflect the contractual rental income based on the new leases, less the historical rental income paid to our Predecessor by the current tenants, as calculated below:

	Year Ended December 31, 2013

Contractual rental income from new leases	$	2,474,839
Less: Predecessor rental income		2,205,766

Pro forma adjustment to contractual rental income	$	269,073

(DD): Represents a reduction in interest expense related to the repayment of $240,000 of indebtedness that occured on March 21, 2014, as if the repayment had occurred on January 1, 2013. Certain direct or indirect equity holders of FP Land contributed $240,000 to FP Land, which FP Land used to repay $240,000 of indebtedness that was collateralized by a property not being acquired by the Company in the FP Land Merger.

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Farmland Partners Inc.

Pro Forma Consolidated Financial Statements (Continued)

(unaudited)

2. Adjustments to the Pro Forma Consolidated Income Statement (Continued)

(EE)

This adjustment includes certain expenses incurred on the Company's behalf by Pittman Hough Farms, which will be included in the shared services fee (discussed in FF, below) subsequent to the Offering and formation transactions.

Additionally, our Predecessor incurred costs associated with the formation transactions of $564,221, primarily related to the audits of carve-out financial statements of our Predecessor for prior years that are unlikely to recur.

(FF)

Reflects the following adjustments:

•: stock-based compensation expense of $1.0 million for the year ended December 31, 2013, relating to the intended grant of restricted shares of common stock to the Company's independent directors and Messrs. Pittman, Fabbri and Hough upon completion of the Offering. The valuation of the restricted shares of common stock was based on the fair value of the common stock, or the $15.00 per share offering price, which is midpoint of the price range set forth on the cover page of the prospectus. The Company recognizes the fair value of all share-based awards on a straight-line basis over the requisite service period. The Company estimated that there would be no forfeitures of the restricted shares of common stock granted upon completion of the Offering;
•: aggregate cash compensation of (i) $600,000 payable to Messrs. Pittman and Fabbri under the terms of the employment agreements that will become effective upon the completion of the Offering and (ii) $174,500 of annual fees payable to the Company's independent directors; and
•: aggregate fees of (i) $75,000 payable to Mr. Hough under the terms of the Consulting Agreement between the Company and Mr. Hough that will become effective upon the completion of the offering and (ii) $175,000 of fees payable to Pittman Hough Farms under the terms of the Shared Services Agreement that will become effective upon completion of the Offering.

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Farmland Partners Inc.

Pro Forma Consolidated Financial Statements (Continued)

(unaudited)

2. Adjustments to the Pro Forma Consolidated Income Statement (Continued)

(GG): In connection with the Offering, we anticipate repaying approximately $12.0 million of secured mortgage debt with the proceeds from the Offering, resulting in net reduction in interest expense of $325,784 for the year ended December 31, 2013. A summary is as follows:

Loan	Amount to be Repaid					Interest Expense

Multi-Property Loan	$	4,500,000	2.83	%	365 days	$	127,350
Johns's Shop		1,742,500	3.15	%	256 days		38,497
Matulka and Stanbra/Zeller		1,137,388	3.30	%	365 days		37,479
Zeagers		1,016,000	2.80	%	365 days		28,369
Tazewell		920,441	5.25	%	365 days		48,323
Merrill		787,285	4.90	%	365 days		38,577
Smith		688,000	4.06	%	188 days		14,372
Heap		528,748	4.95	%	365 days		26,173
Trone		469,732	3.15	%	365 days		14,797
Kelly		255,143	3.99	%	365 days		10,180

Total	$	12,045,237				$	384,117

(1): Based on the number of days the loan was outstanding during the year ended December 31, 2013.

Also in connection with the Offering, we expect to enter into an agreement for a $30 million secured revolving credit facility, which we expect to be undrawn at the completion of the Offering. In connection with this credit facility, we expect to incur $175,000 in financing fees, which will be amortized over the life of the credit facility as an adjustment to interest expense. This adjustment includes additional interest expense related to these fees of $58,333, which represents one year of amortization as if the credit facility had been entered into on January 1, 2013.

(HH): Reflects the allocation of pro forma loss from continuing operations attributable to non-controlling interests in our Operating Partnership issued as part of the Offering and the formation transactions.
(II): Pro forma loss per share—basic and diluted are calculated by dividing pro forma consolidated net loss available to the Company's stockholders by the number of shares of Common Stock

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Farmland Partners Inc.

Pro Forma Consolidated Financial Statements (Continued)

(unaudited)

2. Adjustments to the Pro Forma Consolidated Income Statement (Continued)

issued in the Offering and the formation transactions. Set forth below is a reconciliation of pro forma weighted average shares outstanding:



Shares issued in the Offering, net of unvested restricted shares	4,666,667
Impact from Offering proceeds not used for debt repayment(1)	(3,449,718	)

Denominator for basic and diluted earnings per share	1,216,949

(1): The denominator in computing pro forma earnings per share should only include those common shares whose proceeds are being reflected as pro forma adjustments in the balance sheet and income statement, such as proceeds used for debt repayment and offering costs. The total amount of proceeds to be used for general corporate purposes is approximately $51.7 million.

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Report of Independent Registered Public Accounting Firm

To the Stockholders of Farmland Partners Inc:

In our opinion, the accompanying consolidated balance sheets present fairly, in all material respects, the financial position of Farmland Partners Inc. and its subsidiaries at December 31, 2013 and December 5, 2013 in conformity with accounting principles generally accepted in the United States of America. The balance sheets are the responsibility of the Company's management. Our responsibility is to express an opinion on the balance sheets based on our audits. We conducted our audits of these statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the balance sheets are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the balance sheets, assessing the accounting principles used and significant estimates made by management, and evaluating the overall balance sheet presentation. We believe that our audits of the balance sheets provide a reasonable basis for our opinion.

/s/ PricewaterhouseCoopers LLP
Denver, Colorado
February 12, 2014

F-11

Table of Contents

Farmland Partners Inc.

Consolidated Balance Sheets

	December 31, 2013		December 5, 2013 (initial capitalization)

ASSETS
Cash	$	1,000	$	1,000

TOTAL ASSETS	$	1,000	$	1,000

STOCKHOLDER'S EQUITY
Common stock, $0.01 par value; 1,000 shares authorized, issued and outstanding	$	10	$	10
Additional paid-in capital		990		990

TOTAL STOCKHOLDER'S EQUITY	$	1,000	$	1,000

See accompanying notes.

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Table of Contents

Farmland Partners Inc.

Notes to the Consolidated Balance Sheets

1. Organization

Farmland Partners Inc. (the "Company") was incorporated in Maryland on September 27, 2013. The Company has not had any corporate activity since its formation. The Company is the general partner and majority owner of Farmland Partners Operating Partnership, LP (the "Operating Partnership"), which was formed in Delaware on September 27, 2013. The Company's predecessor business, FP Land LLC, a Delaware limited liability company ("FP Land"), is engaged in the ownership of farmland and property related to farming in agricultural markets in Illinois, Nebraska and Colorado. As of December 31, 2013, FP Land owned or had a controlling interest in a portfolio of 38 farms, as well as three grain storage facilities (collectively, the "Properties").

The Company has filed a Registration Statement on Form S-11 with the Securities and Exchange Commission with respect to a proposed underwritten initial public offering (the "Offering") of its common stock. Substantially concurrently with the consummation of the Offering, which is expected to be completed in 2014, FP Land will merge (the "FP Land Merger") with and into the Operating Partnership, with the Operating Partnership surviving. The FP Land Merger will enable the Company to: (1) consolidate the ownership of the Company's property portfolio under the Operating Partnership; (2) facilitate the Offering; and (3) qualify as a real estate investment trust ("REIT") for U.S. federal income tax purposes commencing with its short taxable year ending December 31, 2014. The Company will not have any operating activity until the completion of the Offering and consummation of the FP Land Merger.

The operations of the Company will be carried on primarily through the Operating Partnership. It is the intent of the Company to elect and qualify to be taxed as a REIT under Sections 856 through 860 of the Internal Revenue Code of 1986, as amended, commencing with its short taxable year ending December 31, 2014. As a result of the FP Land Merger, the Operating Partnership will acquire indirect 100% ownership of interests in the Properties, and will assume certain real estate debt (which is expected to be repaid with the net proceeds from the Offering) in exchange for the issuance to the equity owners of FP Land of units of limited partnership interest in the Operating Partnership. The Company will be self-administered and self-managed.

2. Significant Accounting Policies

Basis of Presentation

The accompanying consolidated balance sheets are presented on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America ("GAAP") and include the accounts of the Company and the Operating Partnership. All significant intercompany balances and transactions have been eliminated.

Income Taxes

As a REIT, the Company will be permitted to deduct dividends paid to its stockholders, eliminating the U.S. federal taxation of income represented by such distributions at the Company level, provided certain requirements are met. REITs are subject to a number of organizational and operational requirements. If the Company fails to qualify as a REIT in any taxable year, the Company will be subject to U.S. federal income tax (including any applicable alternative minimum tax) on its taxable income at regular corporate tax rates.

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Table of Contents

Farmland Partners Inc.

Notes to the Consolidated Balance Sheets

2. Significant Accounting Policies (Continued)

Offering Costs

In connection with the Offering, affiliates have incurred or will incur legal, accounting, and related costs, which will be reimbursed by the Company upon the consummation of the Offering. Such costs will be deducted from the gross proceeds from the Offering. Offering costs have not been accrued because the Company does not have an obligation to reimburse its affiliates for such costs until the closing of the Offering. As of December 31, 2013, the Company's affiliates had incurred costs in connection with the Offering of $699,013.

Use of Estimates

The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts in the consolidated balance sheets and disclosures of contingent assets and liabilities at the dates of the balance sheets. Actual results could materially differ from those estimates.

3. Stockholder's Equity

Under the Company's articles of incorporation, the total number of shares initially authorized for issuance is 1,000 shares of common stock, $0.01 par value per share. The Company's Board of Directors may amend the articles of incorporation to increase or decrease the number of authorized shares.

On December 5, 2013, the Company issued 1,000 shares of common stock to its sole stockholder at $1.00 per share.

4. Subsequent Events

The Company has evaluated the events and transactions that have occurred through February 12, 2014, the date on which the consolidated balance sheets were available to be issued.

Prior to the completion of the Offering and the consummation of the FP Land Merger, the existing leases for all of the Properties leased by Astoria Farms and Hough Farms, the Company's related tenants, will be terminated, and the Company will enter into new leases with Astoria Farms and Hough Farms, which leases will be effective upon completion of the Offering.

F-14

Table of Contents

Report of Independent Registered Public Accounting Firm

To the Members of FP Land LLC:

In our opinion, the accompanying combined consolidated balance sheets and the related combined consolidated statements of operations, members' equity (deficit), and cash flows present fairly, in all material respects, the financial position of FP Land LLC and its subsidiaries at December 31, 2013 and December 31, 2012, and the results of their operations and their cash flows for each of the two years in the period ended December 31, 2013 in conformity with accounting principles generally accepted in the United States of America. In addition, in our opinion the financial statement schedule listed in the accompanying index presents fairly, in all material respects, the information set forth therein when read in conjunction with the related combined consolidated financial statements. These financial statements and financial statement schedule are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements and financial statement schedule based on our audits. We conducted our audits of these statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

/s/ PricewaterhouseCoopers LLP
Denver, Colorado
February 12, 2014

F-15

Table of Contents

FP Land LLC

Combined Consolidated Balance Sheets

As of December 31, 2013 and 2012

	December 31, 2013			December 31, 2012

ASSETS
Land	$	34,693,573		$	33,546,385
Grain facilities		2,563,415			2,307,416
Drainage improvements		779,975			779,975
Irrigation improvements		768,935			522,707

Real estate, at cost		38,805,898			37,156,483
Less accumulated depreciation		(450,474	)		(301,927	)

Total real estate, net		38,355,424			36,854,556

Cash		16,805			42,955
Deferred financing fees, net		133,734			16,312
Deferred offering costs		699,013			—
Accounts receivable		463,700			—

TOTAL ASSETS	$	39,668,676		$	36,913,823

LIABILITIES AND MEMBERS' (DEFICIT) EQUITY
LIABILITIES
Mortgage notes payable	$	43,065,237		$	36,198,731
Accrued interest		78,603			233,398
Accrued property taxes		—			148,326
Accrued expenses		1,248,758			—

Total Liabilities		44,392,598			36,580,455

Commitments and contingencies
MEMBERS' (DEFICIT) EQUITY
Members' (deficit) equity		(4,723,922	)		333,368

Total members' (deficit) equity		(4,723,922	)		333,368

TOTAL LIABILITIES AND MEMBERS' (DEFICIT) EQUITY	$	39,668,676		$	36,913,823

See accompanying notes.

F-16

Table of Contents

FP Land LLC

Combined Consolidated Statements of Operations

For the Years Ended December 31, 2013 and 2012

	December 31, 2013			December 31, 2012

OPERATING REVENUES:
Rental income	$	2,350,025		$	1,975,787
Tenant reimbursements		—			147,329

Total operating revenues		2,350,025			2,123,116

OPERATING EXPENSES
Depreciation		148,547			124,576
Property taxes		26,802			167,246
Acquisition costs		257			14,539
Professional fees		726,315			14,156
Insurance		6,228			8,430
Travel		58,405			33,394
Repairs		4,505			9,945
Bookkeeping		2,500			2,500

Total operating expenses		973,559			374,786

OPERATING INCOME		1,376,466			1,748,330

OTHER INCOME (EXPENSE):
Interest expense		(1,342,294	)		(1,161,978	)

Total other expense		(1,342,294	)		(1,161,978	)

NET INCOME	$	34,172		$	586,352

See accompanying notes.

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Table of Contents

FP Land LLC

Combined Consolidated Statements of Members' Equity (Deficit)

For the Years Ended December 31, 2013 and 2012


Balance at December 31, 2011	$	(5,301,792	)
Net income		586,352
Contributions		8,022,163
Distributions		(2,973,355	)

Balance at December 31, 2012		333,368

Net income		34,172
Contributions		1,673,450
Distributions		(6,764,912	)

Balance at December 31, 2013	$	(4,723,922	)

See accompanying notes.

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FP Land LLC

Combined Consolidated Statements of Cash Flows

For the Years Ended December 31, 2013 and 2012

	December 31, 2013			December 31, 2012

CASH FLOWS FROM OPERATING ACTIVITIES
Net income	$	34,172		$	586,352
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation		148,547			124,576
Amortization of deferred financing fees		57,976			27,968
(Increase) decrease in accounts receivable		(463,700	)		31,800
Decrease in accrued interest		(154,795	)		(24,244	)
Increase in accrued expenses		549,745			—
(Decrease) increase in accrued property taxes		(148,326	)		28,516

Net cash provided by operating activities		23,619			774,968

CASH FLOWS FROM INVESTING ACTIVITIES
Real estate acquisitions		(1,147,188	)		(3,811,770	)
Grain facilities construction		(255,999	)		(384,283	)
Irrigation additions		(246,228	)		(54,890	)

Net cash used in investing activities		(1,649,415	)		(4,250,943	)

CASH FLOWS FROM FINANCING ACTIVITIES
Borrowings from mortgage notes payable		13,736,041			4,968,701
Repayments on mortgage notes payable		(6,869,535	)		(2,961,966	)
Financing fees		(175,398	)		—
Contributions		1,673,450			4,461,748
Distributions		(6,764,912	)		(2,973,355	)

Net cash provided by financing activities		1,599,646			3,495,128

NET (DECREASE) INCREASE IN CASH		(26,150	)		19,153
CASH, BEGINNING OF YEAR		42,955			23,802

CASH, END OF YEAR	$	16,805		$	42,955

Cash paid during year for interest	$	1,439,113		$	1,161,414

SUPPLEMENTAL NON-CASH INVESTING AND FINANCING TRANSACTIONS
In conjunction with the Cottonwood business combination, the company assumed the following assets and liabilities:
Acquired real estate	$	—		$	3,419,833
Acquired irrigation improvements		—			54,667
Acquired grain facilities		—			408,426
Property tax liability assumed		—			(21,420	)
Accrued interest assumed		—			(1,091	)
Debt assumed		—			(300,000	)

Cottonwood business combination	$	—		$	3,560,415

Seller financing of real estate acquistion	$	—		$	1,533,845
Capitalization of deferred offering costs as a result of pending financing transaction	$	699,013		$	—

See accompanying notes.

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Table of Contents

FP Land LLC

Notes to Combined Consolidated Financial Statements

Note 1—Organization and Significant Accounting Policies

FP Land LLC (the "Company"), which was organized in September 2013, is a Delaware limited liability company that owns 100% of the equity interests in each of PH Farms LLC, an Illinois limited liability company ("PH Farms"), and Cottonwood Valley Land, LLC, a Nebraska limited liability company ("Cottonwood" and, together with PH Farms, the "Ownership Entities"), both of which were organized in September 2013 and are engaged in the ownership of farmland and property related to farming in agricultural markets in Illinois, Nebraska and Colorado. The Company is the predecessor of Farmland Partners Inc., a Maryland corporation formed in September 2013 (the "REIT"). These financial statements retroactively reflect the consolidated equity ownership structure of the Company as if the Company had been formed as of January 1, 2012. The Company's financial statements for periods prior to its formation represent the operations of certain farmland and related agricultural properties owned indirectly by Pittman Hough Farms LLC, a Colorado limited liability company ("Pittman Hough Farms"). The Company's equity structure is presented retroactively as of January 1, 2012 on the basis of common management and common ownership of the Ownership Entities by Paul A. Pittman, the Executive Chairman, President and Chief Executive Officer of the REIT. The operations of properties acquired by Cottonwood through business combinations are consolidated as of the dates that Cottonwood obtained control of the properties (see Note 4). The ultimate owners of the Company are Mr. Pittman, Jesse J. Hough, and certain others who have minority ownership interests and voting rights. As used in these financial statements, unless the context otherwise requires, "we," "us" and "the Company" mean FP Land LLC, which is the predecessor of the REIT, for the periods presented.

As of December 31, 2013, the Company owned or had a controlling interest in a portfolio of 38 farms, as well as three grain storage facilities (collectively, the "Properties"), which are consolidated in these financial statements.

The REIT intends to file a Registration Statement on Form S-11 with the Securities and Exchange Commission with respect to a proposed underwritten initial public offering (the "Offering") of its common stock. Substantially concurrently with the consummation of the Offering, which is expected to be completed in 2014, the Company will merge (the "FP Land Merger") with and into the REIT's newly formed majority-owned limited partnership, Farmland Partners Operating Partnership, LP, a Delaware limited partnership (the "Operating Partnership"), with the Operating Partnership surviving. The FP Land Merger will enable the REIT to: (1) consolidate the ownership of the Company's property portfolio under the Operating Partnership; (2) facilitate the Offering; and (3) qualify as a real estate investment trust for U.S. federal income tax purposes commencing with its short taxable year ending December 31, 2014. The REIT will not have any operating activity until the completion of the Offering and consummation of the FP Land Merger.

The operations of the REIT will be carried on primarily through the Operating Partnership. It is the intent of the REIT to elect and qualify to be taxed as a real estate investment trust under Sections 856 through 860 of the Internal Revenue Code of 1986, as amended, commencing with its short taxable year ending December 31, 2014. As a result of the FP Land Merger, the Operating Partnership will acquire indirect 100% ownership of interests in the Properties, and will assume certain real estate debt in exchange for the issuance to the equity owners of the Company of units of limited partnership interest in the Operating Partnership. The REIT will be self-administered and self-managed.

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FP Land LLC

Notes to Combined Consolidated Financial Statements (Continued)

Note 1—Organization and Significant Accounting Policies (Continued)

Principles of Combination and Consolidation

The accompanying combined consolidated financial statements of the Company are presented on a "carve-out" basis from the consolidated financial statements of Pittman Hough Farms, based on the historical results of operations, cash flows, assets and liabilities of properties contributed to the Company. These financial statements include costs incurred directly in conjunction with the Company's assets and liabilities. They also include allocations of corporate expenses based on the following criteria: 25% of total travel costs (based on management's estimate of the actual allocation of travel expenses), an allocation of management's salaries based on the percentage of time members of management spent on Company matters, consulting fees for bookkeeping, applicable third-party costs for tax filing and an allocation of liability insurance based on an estimation of cost per acre. Management believes that the assumptions and estimates used in preparation of the underlying combined consolidated financial statements are reasonable. However, the combined consolidated financial statements herein do not necessarily reflect what the Company's financial position, results of operations or cash flows would have been if the Company had been a stand-alone company during the periods presented. Had the Company been stand alone, it would have likely incurred additional expenses for personnel, office space and similar other general and administrative costs. As a result, historical financial information is not necessarily indicative of the Company's future results of operations, financial position or cash flows. The Company consolidates the Ownership Entities, both of which are wholly owned subsidiaries of the Company.

Use of Estimates

The preparation of financial statements in accordance with generally accepted accounting principles in the United States of America ("GAAP") requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could materially differ from those estimates.

Real Estate Acquisitions

The Company accounts for all acquisitions in accordance with the business combinations standard. Upon acquisition of real estate, the Company allocates the purchase price of the real estate based upon the fair value of the assets and liabilities acquired, which historically have consisted of land, drainage improvements, irrigation improvements and grain facilities, and may also consist of intangible assets including in-place leases, above market and below market leases and tenant relationships. The Company allocates the purchase price to the fair value of the tangible assets of acquired real estate by valuing the land as if it were unimproved. The Company values improvements, including grain facilities, at replacement cost as new adjusted for depreciation. Management's estimates of land value are made using a comparable sales analysis. Factors considered by management in its analysis include soil types and water availability, the sale prices of comparable farms, and the replacement cost and residual useful life of land improvements. The Company has not previously acquired properties subject to above or below market leases. If above and below market leases are acquired, the Company will value the intangible based on the present value of the difference between prevailing market rates and the in-place rates measured over a period equal to the remaining term of the lease for above market leases and the initial term plus the term of any below market fixed rate renewal options for below market leases that are considered bargain renewal options. The above market lease values will be amortized as

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FP Land LLC

Notes to Combined Consolidated Financial Statements (Continued)

Note 1—Organization and Significant Accounting Policies (Continued)

a reduction of rental income over the remaining term of the respective leases, and the below market lease values will be amortized as an increase to rental income over the remaining initial terms plus the terms of any below market fixed rate renewal options that are considered bargain renewal options of the respective leases.

As of December 31, 2013 and 2012, the Company did not have any in-place lease or tenant relationship intangibles. The purchase price is allocated to in-place lease values and tenant relationships, if they are acquired, based on the Company's evaluation of the specific characteristics of each tenant's lease and its overall relationship with the tenant. The value of in-place lease intangibles and tenant relationships will be included as components of deferred leasing intangibles, and will be amortized over the remaining lease term (and expected renewal periods of the respective leases for tenant relationships) as adjustments to depreciation and amortization expense. If a tenant terminates its lease early, the unamortized portion of leasing commissions, above and below market leases, the in-place lease value and tenant relationships will be immediately written off.

Using information available at the time of acquisition, the Company allocates the total consideration to tangible assets and liabilities and identified intangible assets and liabilities. The Company may adjust the preliminary purchase price allocations after obtaining more information about asset valuations and liabilities assumed.

Acquisition costs and due diligence expenses related to business combinations are expensed as incurred and are included in acquisition costs, professional fees and travel expense on the combined consolidated statement of operations. When the Company acquires land in an asset acquisition, related acquisition costs are included in the purchase price of the asset.

Real Estate

The Company's real estate consists of land and improvements made to the land consisting of grain facilities, irrigation improvements and drainage improvements. The Company records real estate at cost and capitalizes improvements and replacements when they extend the useful life or improve the efficiency of the asset.

The Company expenses costs of repairs and maintenance as such costs are incurred. The Company computes depreciation for assets classified as improvements using the straight-line method over their estimated useful lives as follows:

		Years

Grain facilities			20 - 25
Irrigation improvements			20 - 30
Drainage improvements			30 - 65

When a sale occurs, the Company recognizes the associated gain when all consideration has been transferred, the sale has closed and there is no material continuing involvement. If a sale is expected to generate a loss, the Company first assesses it through the impairment evaluation process—see "Impairment" below. The Company will classify real estate as discontinued operations if it is classified as held for sale or the real estate has been sold.

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FP Land LLC

Notes to Combined Consolidated Financial Statements (Continued)

Note 1—Organization and Significant Accounting Policies (Continued)

Impairment

The Company evaluates its tangible and identifiable intangible real estate assets for impairment indicators whenever events such as declines in a property's operating performance, deteriorating market conditions or environmental or legal concerns bring recoverability of the carrying value of one or more assets into question. If such events are present, the Company projects the total undiscounted cash flows of the asset, including proceeds from disposition, and compares them to the net book value of the asset. If this evaluation indicates that the carrying value may not be recoverable, an impairment loss is recorded in earnings equal to the amount by which the carrying value exceeds fair value of the asset. There have been no impairments recognized on real estate assets in the accompanying financial statements.

Deferred Financing Fees

Deferred financing fees include costs incurred by Pittman Hough Farms in obtaining debt that are capitalized and have been allocated to the Company. Deferred financing fees are amortized using the straight-line method, which approximates the effective interest method, over the terms of the related indebtedness. Any unamortized amounts upon early repayment of mortgage notes payable are written off in the period of repayment. Fully amortized deferred financing fees are removed from the books upon maturity of the underlying debt. Accumulated amortization of deferred financing fees was $41,663 and $67,588 as of December 31, 2013 and 2012, respectively.

Deferred Offering Costs

Deferred offering costs include the direct costs incurred by the Company in conjunction with the Offering. At the completion of the Offering the deferred offering costs will be recorded as a reduction of the proceeds. If the Offering is abandoned, the deferred offering costs will be charged to operations in the period of abandonment.

Cash

The Company's cash at December 31, 2013 and 2012 was held in the custody of two financial institutions, and the Company's balance at any given financial institution may at times exceed federally insurable limits. The Company monitors balances with individual financial institutions to mitigate risks relating to balances exceeding such limits.

Accounts Receivable

Accounts receivable are presented at face value, net of the allowance for doubtful accounts. The allowance for doubtful accounts is established through provisions charged against income and is maintained at a level believed adequate by management to absorb estimated bad debts based on historical experience and current economic conditions. The allowance for doubtful accounts was $0 as of December 31, 2013 and 2012.

Revenue Recognition

Rental income includes rents and reimbursement of real estate taxes that each tenant pays in accordance with the terms of its lease. All leases in the fiscal years ending December 31, 2013 and 2012

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FP Land LLC

Notes to Combined Consolidated Financial Statements (Continued)

Note 1—Organization and Significant Accounting Policies (Continued)

had a term of one year with no renewal options or rent escalations. Leases for substantially all of the properties require payment of rent in installments upon the Company's request. Revenue for the leases is recognized on a pro rata basis over the lease term. One lease has rental payments that are received in kind through transfer of ownership of a percentage of the tenant's crops. Rental revenue under that lease is recognized upon the receipt of the crop inventory.

Beginning January 1, 2013, all but two of the Company's leases required the tenants to pay all expenses incurred during the lease term in connection with the leased farms including property taxes and maintenance; therefore, the Company will not incur these costs unless the tenant becomes unable to bear the costs. When it becomes probable that a tenant has become unable to bear the property related costs, the Company will accrue the estimated expense. Included in property taxes for the year ended December 31, 2013 is the correction of $21,767 in errors in the 2012 and 2011 net property tax expense that resulted in understatement of expenses of $10,622 and $11,145, respectively. Management evaluated the impact of the error on the 2011, 2012 and 2013 financial statements and determined that the impact in each year was immaterial. Accordingly, the Company has recorded the correction in the 2013 financial statements. In 2012, under the terms of their respective leases, all but two of the tenants were required to reimburse the Company for the real estate taxes the Company pays on the properties covered by the leases. Taxes paid and their subsequent reimbursement were recognized under property operating expenses as incurred and tenant reimbursements as earned or contractually due, respectively.

Income Taxes

The Company does not incur income taxes; instead, its earnings are included on the owners' personal income tax returns and taxed depending on their personal tax situations. The accompanying financial statements, therefore, do not include a provision for income taxes. It is the Company's policy to provide for uncertain tax positions and the related interest and penalties based upon management's assessment of whether a tax benefit is more likely than not to be sustained upon examination by tax authorities. The Company files income tax returns in the U.S. federal jurisdiction and applicable state jurisdictions. The Company is subject to U.S. federal and state income tax examinations by tax authorities generally for a period of three years after filing.

Segment Reporting

The Company does not evaluate performance on a farm specific or transactional basis and does not distinguish its principal business or group its operations on a geographical basis for purposes of measuring performance. Accordingly, the Company believes it has a single operating segment for disclosure purposes in accordance with GAAP.

Note 2—Concentration Risk

Credit Risk

The Company's largest tenant, Astoria Farms, a related party (see "Note 3—Related Party Transactions"), accounted for $1,945,833, or 82.8%, of the Company's rental income during the year ended December 31, 2013, and $1,666,840, or 84.4%, of the Company's rental income during the year ended December 31, 2012. If Astoria Farms fails to make rental payments to the Company or elects to terminate its leases, and the land cannot be re-leased on satisfactory terms, there would be a material

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FP Land LLC

Notes to Combined Consolidated Financial Statements (Continued)

Note 2—Concentration Risk (Continued)

adverse effect on the Company's financial performance and the Company's ability to continue operations.

The Company's second-largest tenant, Hough Farms, a related party (see "Note 3—Related Party Transactions"), accounted for $234,083, or 10.0%, of the Company's rental income during the year ended December 31, 2013, and $127,760, or 6.5%, of the Company's rental income during the year ended December 31, 2012. If Hough Farms fails to make rental payments to the Company or elects to terminate its leases, and the land cannot be released on satisfactory terms, there would be a material adverse effect on the Company's financial performance and the Company's ability to continue operations.

Geographic Risk

All but one of the Company's farms are located in five counties in Illinois (Fulton, Schuyler, McDonough, Mason and Tazewell) and one county in Nebraska (Butler). The Company's farms in Illinois accounted for 87.0% and 87.9% of the rental income recorded by the Company during the years ended December 31, 2013 and 2012, respectively. The Company's farms in Nebraska accounted for 10.0% and 6.5% of the rental income recorded by the Company during the years ended December 31, 2013 and 2012, respectively. The Company's other farm is located in Walsh, Colorado. Should an unexpected natural disaster occur where the Properties are located, there could be a material adverse effect on the Company's financial performance and the Company's ability to continue operations.

Note 3—Related Party Transactions

All but two of the Company's farms are rented to and operated by Astoria Farms or Hough Farms, both of which are related parties. Astoria Farms is a partnership in which Pittman Hough Farms, which is 75% owned by Mr. Pittman, has a 33.34% interest. The balance of Astoria Farms is held by limited partnerships in which Mr. Pittman is the general partner. Beginning in 2012, Hough Farms is a partnership in which Pittman Hough Farms has a 25% interest. The aggregate rent paid to the Company by these entities was $2,179,916 and $1,794,600, respectively, for the years ended December 31, 2013 and 2012. There are no accounts receivable or payable with Astoria Farms or Hough Farms as of December 31, 2012. As of December 31, 2013, the Company had accounts receivable with Astoria Farms of $463,700.

As of December 31, 2013, Pittman Hough Farms incurred $75,000 in professional fees on behalf of the Company. The professional fees are included in accrued expenses at December 31, 2013.

American Agriculture Corporation, a Colorado corporation 75% owned by Mr. Pittman and 25% owned by Mr. Hough ("American Agriculture"), provides management and accounting services to the Company. The Company and American Agriculture do not have a formal management agreement or management fee arrangement in place. American Agriculture charges the Company an allocation of direct costs incurred on behalf of the Company (such as travel, liability insurance, legal expenses and tax preparation) and a fee for bookkeeping services as described in "Note 1—Organization and Significant Accounting Policies—Principles of Combination and Consolidation." Such costs and fees are reflected in the Company's statement of operations and were $2,500 in both 2013 and 2012.

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FP Land LLC

Notes to Combined Consolidated Financial Statements (Continued)

Note 4—Real Estate

The Company owned 38 separate farms, as well as three grain storage facilities, as of December 31, 2013, which have been acquired since December 2000.

Cottonwood Business Combination

Effective as of January 1, 2012, the Company acquired two farms and related indebtedness when its parent company Pittman Hough Farms merged with Cottonwood Valley Farms, LLC ("Cottonwood Farms"). Pittman Hough Farms acquired 100% of the voting interests in Cottonwood Farms in exchange for a 25% interest in Pittman Hough Farms. The following table illustrates the purchase price allocation of the assets and liabilities of Cottonwood Farms that were acquired by the Company as a result of the merger:

Farm name	Date acquired		Land		Irrigation improvements		Grain facilities		Fair value of debt assumed			Property tax liability and accrued interest assumed			Value of equity interests exchanged

Matulka	1/1/12	242	$	1,881,333	$	54,667	$	—	$	(150,000	)	$	(13,166	)	$	1,772,834
Stanbra/Zeller	1/1/12	181		1,538,500		—		—		(150,000	)		(9,345	)		1,379,155
Grain facility	1/1/12	—		—		—		408,426		—						408,426

			$	3,419,833	$	54,667	$	408,426	$	(300,000	)	$	(22,511	)	$	3,560,415

The Company has included the results of operations for the acquired real estate in the Combined Consolidated Statements of Operations from the date of acquisition. The real estate acquired during the year ended December 31, 2012 contributed $119,360 to total revenue and $58,654 to net income for the year ended December 31, 2012.

Other Real Estate Acquisitions

The following table summarizes the real estate acquisitions (other than the Cottonwood Farms business combination described above) and the allocation of the cash consideration paid during the years ended December 31, 2013 and 2012:

Year ended December 31, 2013:

Farm name		Date acquired		Total acres (unaudited)		Location		Land			Irrigation improvements			Total purchase price

Smith		6/26/2013		99.54		McDonough County, IL		$	1,147,188		$	—		$	1,147,188

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FP Land LLC

Notes to Combined Consolidated Financial Statements (Continued)

Note 4—Real Estate (Continued)

Year ended December 31,2012:

Farm name	Date acquired	Total acres (unaudited)	Location	Land		Irrigation improvements		Total purchase price

Kelly	6/29/12	75	Butler County, NE	$	742,097	$	—	$	742,097
Zeagers	12/26/12	120	Butler County, NE		1,109,000		40,000		1,149,000
Beckerdite	2/12/12	120	Schuyler County, IL		990,516		—		990,516
McFadden SC	10/8/12	34	Schuyler County, IL		251,748		—		251,748
McFadden MD	10/8/12	107	McDonough County, IL		609,933		—		609,933
Symond	12/21/12	200	Mason County, IL		1,700,000		—		1,700,000	(1)

				$	5,403,294	$	40,000	$	5,443,294
							less escrow applied		(97,679	)

								$	5,345,615

(1): The consideration paid for the Symond farm consisted of $166,155 in cash and $1,533,845 in seller financing.

The Company has included the results of operations for the acquired real estate on the Combined Consolidated Statements of Operations from the date of acquisition. The real estate acquired during the year ended December 31, 2013 contributed $25,850 to total revenue and $5,712 to net income (including related real estate acquisition costs of $257) for the year ended December 31, 2013. The real estate acquired during the year ended December 31, 2012 contributed $44,800 to total revenue and ($2,940) to net income (including related real estate acquisition costs of $14,539) for the year ended December 31, 2012.

The unaudited pro forma information presented below does not purport to represent what the actual results of operations of the Company would have been had all the acquisitions outlined above occurred as of the beginning of the periods presented, nor does it purport to predict the results of operations of future periods.

The unaudited pro forma financial information is presented below as if the properties acquired during the year ended December 31, 2013 had been acquired on January 1, 2012 and the properties acquired during the years ended December 31, 2012 (including the Cottonwood Farms business combination) had been acquired on January 1, 2011.

	Year ended

Proforma (unaudited)	December 31, 2013		December 31, 2012
Total revenue	$	2,364,175	$	2,333,600
Net income		35,431		652,671

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FP Land LLC

Notes to Combined Consolidated Financial Statements (Continued)

Note 5—Mortgage Notes Payable

On December 31, 2013 and 2012, the Company had the following indebtedness outstanding:

			Annual Interest Rate as of December 31,						Principal Outstanding as of

									Principal Outstanding as of							Book Value of Collateral as of December 31, 2013
									December 31, 2013		December 31, 2012
Loan	Payment Terms	Interest Rate Terms	2013			2012			December 31, 2013		December 31, 2012		Maturity
Financial institution	Annual principal and interest	Proprietary index, initially 3.25%		3.25	%		3.25	%	$	1,137,388	$	1,180,000		October 2032	(a)	$	4,455,236
Financial institution	Annual principal and interest	Proprietary index, initially 3.99%		3.99	%		3.99	%		255,143		262,500		December 2027			833,068
Financial institution	Principal and interest at maturity	4.99%					4.99	%		—		60,000		April 2013			—
Financial institution	Annual principal and interest	Proprietary index, initially 3.99%		3.99	%		3.99	%		240,000		270,000		December 2021	(b)		1,904,000
Financial institution	Principal and interest at maturity	Prime					3.25	%		—		1,164,000		June 2013			—
Financial institution	Principal and interest at maturity	Greater of LIBOR plus 2.59% and 2.80%		2.80	%					1,796,000		—		June 2016	(a)(c)		2,426,593
Financial institution	Annual principal and quarterly interest	Prime + 0.25%					3.50	%		—		675,000		September 2014			—
Financial institution	Annual principal and interest	5.25% until 2015, then 5-yr US Treasury + 3.5%		5.25	%		5.25	%		920,441		954,768		July 2030	(b)		924,667
Financial institution	Annual principal and interest	4.95% until 2016, then 5-yr US Treasury + 3.5%		4.95	%		4.95	%		528,748		546,662		September 2031	(b)		562,740
Financial institution	Principal at maturity and interest quarterly	Greater of prime and 3.00%					3.00	%		—		26,111,697		July 2013			—
Financial institution	Annual principal and quarterly interest	Greater of LIBOR + 2.59% and 2.80%		2.80	%					34,500,000		—		March 2016	(a)(b)(c)		29,548,000
Financial institution	Principal at maturity and interest quarterly	Prime		3.25	%		3.25	%		—		537,700		July 2013			—
Financial institution	Annual principal and quarterly interest	Prime		3.25	%		3.25	%		—		775,500		October 2015			—
Financial institution	Annual principal and interest	Proprietary index, initially 5.5%		5.50	%		5.50	%		—		483,591		March 2040			—
Financial institution	Annual principal and interest	Proprietary index, initially 4.9%		4.90	%		4.90	%		—		343,469		December 2039			—
Financial institution	Annual principal and interest	Proprietary index, initially 4.9%		4.90	%		4.90	%		787,285		800,000		December 2041	(b)(c)		1,025,229
Financial institution	Principal and interest at maturity	3.15% until 2014, then proprietary index		3.15	%		3.90	%		469,732		500,000		November 2032	(a)(b)(c)		225,000
Financial institution	Annual principal and interest	Proprietary index, initially 3.15%		3.15	%					1,742,500		—		April 2043	(a)(c)		884,214
Financial institution	Annual principal and interest	4.00%		4.00	%					688,000		—		April 2018	(a)(c)		1,147,188
Seller	Principal and interest at maturity	1.00%					1.00	%		—		1,533,844		January 2013			—

Total									$	43,065,237	$	36,198,731				$	43,935,935

(a): Personally guaranteed by Mr. Hough.
(b): Includes collateral not included in these combined consolidated financial statements.
(c): Personally guaranteed by Mr. Pittman.

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FP Land LLC

Notes to Combined Consolidated Financial Statements (Continued)

Note 5—Mortgage Notes Payable (Continued)

The collateral for the Company's indebtedness consists of real estate, including farms, grain facilities and any other improvements present on such real estate.

Each of the loan agreements governing the Company's outstanding indebtedness includes standard acceleration clauses triggered by default under certain provisions of the note.

The debt allocated to the Company is partially collateralized by real estate not owned by the Company. That notwithstanding, the Company has been paying all obligations related to the allocated debt, as reflected in these combined consolidated financial statements, and intends to continue doing so.

Aggregate maturities of long-term debt for the succeeding years are as follows:

Year Ending December 31,

2014	$	1,440,014
2015		1,441,529
2016		34,115,606
2017		247,995
2018		849,857
2019 and later		4,970,236

Total	$	43,065,237

FASB ASC 820-10 establishes a three-level hierarchy for disclosure of fair value measurements. The valuation hierarchy is based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date. The three levels are defined as follows:

•: Level 1 —Inputs to the valuation methodology are quoted prices for identical assets or liabilities in active markets.
•: Level 2 —Inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets and inputs that are observable or can be substantially corroborated for the asset or liability, either directly or indirectly.
•: Level 3 —Inputs to the valuation methodology are unobservable, supported by little or no market activity and are significant to the fair value measurement.

The fair value of the mortgage notes payable is valued using Level 3 inputs under the hierarchy established by GAAP and is calculated based on a discounted cash flow analysis, using interest rates based on management's estimates of market interest rates on long-term debt with comparable terms whenever the interest rates on the mortgage notes payable are deemed not to be at market rates. As of December 31, 2013 and 2012, the fair value of the mortgage notes payable was $43.1 million and $36.2 million, respectively.

Note 6—Commitments and Contingencies

The Company is not currently subject to any known material commitments or contingencies from its business operations, nor to any material known or threatened litigation.

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FP Land LLC

Notes to Combined Consolidated Financial Statements (Continued)

Note 7—Subsequent Events

The Company has evaluated subsequent events through February 12, 2014, the date on which the financial statements were available to be issued.

Prior to the completion of the Offering and the consummation of the FP Land Merger, certain direct or indirect equity holders of the Company will contribute $240,000 to the Company, which will then be used to repay $240,000 of the Company's indebtedness that is collateralized by real estate not owned by the Company.

Prior to the completion of the Offering and the consummation of the FP Land Merger, the existing leases for all of the Properties leased by Astoria Farms and Hough Farms will be terminated, and the REIT will enter into new leases with Astoria Farms and Hough Farms, which leases will be effective upon completion of the Offering.

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FP Land LLC

Schedule III—Real estate and accumulated depreciation

December 31, 2013

(In Thousands)



				Initial Cost to Company						Cost Capitalized Subsequent to Acquisition				Gross Amount at Which Carried at Close of Period
				Initial Cost to Company						Cost Capitalized Subsequent to Acquisition				Gross Amount at Which Carried at Close of Period						Accumulated Depreciation		Date of Construction	Date Acquired
Description	Encumbrances			Land		Improvements		Total		Improvements		Carrying Costs		Land		Improvements		Total		Accumulated Depreciation		Date of Construction	Date Acquired
Scripps (Schuyler County, IL)	$	1,652		$	644	$	93	$	737	$	—	$	—	$	644	$	93	$	737	$	19		12-2000	65
Weber (Schuyler County, IL)		816			271		73		344		—		—		271		73		344		14		4-2001	65
Crane Creek (Schuyler County, IL)		1,250			448		100		548		—		—		448		100		548		16		6-2003	65
Pumphouse East (Schuyler County, IL)		—			102		59		161		—		—		102		59		161		9		6-2003	65
Henninger (Schuyler County, IL)		1,490			700		110		810		—		—		700		110		810		16		1-2004	65
John's Shop (K. Jones and France) (McDonough County, IL)		1,742			801		97		898		—		—		801		97		898		14		12-2004 and 11-2006	65
Adair FS (McDonough County, IL)		483			322		36		358		—		—		322		36		358		5		1-2006	50
Table Grove (Fulton County, IL)		385			203		44		247		—		—		203		44		247		6		11-2006	50
Ambrose (Mason County, IL)		516			290		38		328		—		—		290		38		328		5		12-2006	50
Big Pivot (Mason County, IL)		2,191			1,423		60		1,483		30		—		1,423		90		1,513		25		1-2007	50
Cleer (Fulton County, IL)		2,444			1,290		—		1,290		1,058		—		1,290		1,058		2,348		88	9-2011	9-2007	25
Pella (Sullivan and Perdum) (McDonough County, IL)		3,274			2,981		—		2,981		456		—		2,981		456		3,437		79	9-2009	10-2007 and 3-2010	25
Pella Kelso (Sullivan 2) (McDonough County, IL)		739			668		—		668		—		—		668		—		668		—		11-2007	—
Copes (Schuyler County, IL)		836			684		—		684		—		—		684		—		684		—		12-2007	—
Stelter (Mason County, IL)		1,501			1,003		—		1,003		146		—		1,003		146		1,149		27	4-2008	1-2008	30
Tazewell (Tazewell County, IL)		920			902		34		936		—		—		902		34		936		11		1-2008	21
Duncantown (Fulton County, IL)		777			693		—		693		—		—		693		—		693		—		2-2008	—
Bardolph (McDonough County, IL)		1,026			1,120		—		1,120		—		—		1,120		—		1,120		—		4-2008	—
Parr (Fulton County, IL)		385			398		—		398		—		—		398		—		398		—		11-2008	—
Pumphouse West (Schuyler County, IL)		—			1,500		—		1,500		—		—		1,500		—		1,500		—		11-2008	—
Curless (Fulton County, IL)		1,604			1,750		—		1,750		—		—		1,750		—		1,750		—		1-2009	—
Crabtree (Mason County, IL)		508			442		38		480		—		—		442		38		480		8		11-2009	24
Baca Co. (Baca County, CO)		996			819		94		913		55		—		819		149		968		24	6-2012	11-2010	16
Busch (Mason County, IL)		706			725		—		725		—		—		725		—		725		—		12-2010	—
Kaufman (McDonough County, IL)		2,740			2,572		—		2,572		—		—		2,572		—		2,572		—		12-2010	—
Estep (Mason County, IL)		223			200		16		216		—		—		200		16		216		1		3-2011	50
Skien (Fulton County, IL)		—			321		24		345		—		—		321		24		345		1		4-2011	50
Dillworth (McDonough County, IL)		737			923		53		976		—		—		923		53		976		2		6-2011	50
Heap (McDonough County, IL)		529			527		37		564		—		—		527		37		564		1		9-2011	50
Stanbra/Zeller (Butler County, NE)		537			1,539		—		1,539		—		—		1,539		—		1,539		—		1-2012	—
Matulka (Butler County, NE)		600			1,881		55		1,936		1,051		—		1,881		1,106		2,987		71	6-2012	1-2012	25
Zeagers (Butler County, NE)		796			1,109		40		1,149		—		—		1,109		40		1,149		2		1-2012	20
Beckerdite (Schuyler County, IL)		769			991		—		991		—		—		991		—		991		—		2-2012	—
Kelly (Butler County, NE)		255			742		—		742		94		—		742		94		836		3	3-2013	6-2012	25
McFadden MD (McDonough County, IL)		480			610		—		610		—		—		610		—		610		—		8-2012	—
McFadden SC (Schuyler County, IL)		194			252		—		252		—		—		252		—		252		—		8-2012	—
Symond (Mason County, IL)		1,281			1,700		—		1,700		122		—		1,700		122		1,822		3	6-2013	12-2012	25
Smith (McDonough County, IL)		688			1,147		—		1,147		—		—		1,147		—		1,147		—		6-2013	—

Totals	$	36,070	(b)	$	34,693	$	1,101	$	35,794	$	3,012	$	—	$	34,693	$	4,113	$	38,806	$	450

(a): The aggregate basis for U.S. federal income tax purposes is $34,088
(b): Amount differs from the $43,065 shown on the combined consolidated balance sheet as of December 31, 2013, as there is debt allocated to FP Land LLC which it intends to repay that is not collateralized by real estate in FP Land LLC.
(c): Reconciliation of "Real Estate and Accumulated Depreciation".

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Reconciliation of "Real estate and accumulated depreciation"

(In Thousands)

	Year Ended December 31,

	2013		2012
Real estate:
Balance at beginning of year	$	37,156	$	27,391
Additions during period
Additions through construction of improvements		503		439
Non cash acquisitions		—		5,514
Acquisitions through business combinations		1,147		3,812

Balance at end of year	$	38,806	$	37,156

Accumulated depreciation:
Balance at beginning of year	$	302	$	177
Additions charged to costs and expenses		148		125

Balance at end of year	$	450	$	302

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Independent Auditor's Report

To the Partners of Astoria Farms:

We have audited the accompanying financial statements of Astoria Farms, which comprise the balance sheets as of December 31, 2013 and December 31, 2012, and the related statements of operations, partners' (deficit) equity, and cash flows for the years then ended.

Management's Responsibility for the Financial Statements

Management is responsible for the preparation and fair presentation of the financial statements in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error.

Auditor's Responsibility

Our responsibility is to express an opinion on the financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on our judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, we consider internal control relevant to the Company's preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Astoria Farms at December 31, 2013 and December 31, 2012, and the results of its operations and its cash flows for the years then ended in accordance with accounting principles generally accepted in the United States of America.

/s/ PricewaterhouseCoopers LLP
Denver, Colorado
February 12, 2014

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Astoria Farms

Balance Sheets

As of December 31, 2013 and 2012

	December 31, 2013			December 31, 2012

ASSETS
Current Assets
Cash	$	95,631		$	113,519
Accounts receivable		130,936			152,812
Related party accounts receivable		11,235			84,834
Crop insurance receivable		—			1,184,628
Grain inventory		1,485,955			42,995
Growing crops		851,230			969,524
Prepaid expenses		67,846			—
Related party notes receivable		1,474			11,770

Total current assets		2,644,307			2,560,082

Property and Equipment
Machinery and equipment		2,562,526			1,870,989
Less accumulated depreciation		(407,696	)		(243,866	)

Total property and equipment, net		2,154,830			1,627,123

Related party notes		—			23,429
Other assets		17,532			17,532

Total other assets		17,532			40,961

TOTAL ASSETS	$	4,816,669		$	4,228,166

LIABILITIES AND PARTNERS' (DEFICIT) EQUITY
CURRENT LIABILITIES
Borrowings under line of credit	$	2,496,635		$	3,361,666
Accounts payable and accrued expenses		249,508			84,348
Accounts payable related parties		964,915			112,008
Current portion of long-term debt		223,140			152,787
Accrued interest		32,047			164,677
Related party notes payable		414,845			821,928

Total current liabilities		4,381,090			4,697,414

Notes payable less current portion		824,752			741,551

Total liabilities		5,205,842			5,438,965

Commitments and contingencies
PARTNERS' (DEFICIT) EQUITY
Partners' (deficit) equity		(389,173	)		391,123
Affiliates' notes		—			(1,601,922	)

Total partners' (deficit) equity		(389,173	)		(1,210,799	)

TOTAL LIABILITIES AND PARTNERS' (DEFICIT) EQUITY	$	4,816,669		$	4,228,166

See accompanying notes.

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Astoria Farms

Statements of Operations

For the Years Ended December 31, 2013 and 2012

	December 31, 2013			December 31, 2012

OPERATING REVENUES
Rental income	$	27,635		$	41,839
Crop sales		5,854,702			6,035,991
Crop sales related party		13,261			287,695
Agricultural program payments		366,041			345,800
Other revenue		83,381			17,620

Total operating revenues		6,345,020			6,728,945

COST OF PRODUCTION
Land rent		2,839,194			2,217,819
Seed		639,600			657,687
Fertilizer		1,017,737			1,136,945
Chemical		263,385			115,577
Irrigation costs		27,974			23,655
Crop insurance		202,663			197,787
Crop consulting		47,965			26,738
Storage		122,001			49,260

Total cost of production		5,160,519			4,425,468

Labor, payroll taxes, benefits, and contract labor		336,025			297,132
Equipment rent		307,370			202,850
Fuel and oil		285,919			214,675
Repairs and maintenance		236,830			185,545
Utilities		2,495			9,149
Insurance		44,195			41,846
Property taxes and licenses		210,702			155,348
Other expenses		1,420			1,527
Costs allocated to growing crops		4,520			(127,171	)

Total operating costs		1,429,476			980,901

GROSS (DEFICIT) PROFIT		(244,975	)		1,322,576

ADMINISTRATIVE COSTS
Professional fees		98,189			88,605
Office expenses and supplies		27,363			32,844

Total administrative costs		125,552			121,449

OPERATING (LOSS) INCOME		(370,527	)		1,201,127

OTHER INCOME (EXPENSE):
Interest income		—			34,060
Gain on sale of assets		—			4,000
Interest expense		(118,939	)		(211,116	)
Depreciation and amortization		(163,830	)		(118,978	)

Total other income (expense)		(282,769	)		(292,034	)

NET (LOSS) INCOME	$	(653,296	)	$	909,093

See accompanying notes.

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Astoria Farms

Statements of Partners' (Deficit) Equity

For the Years Ended December 31, 2013 and 2012

	Partners' Equity (Deficit)			Affiliates' Notes			Total

Partners' Deficit at December 31, 2011	$	(408,945	)	$	(2,110,788	)	$	(2,519,733	)
Net income		909,093			—			909,093
Distributions		(109,025	)		—			(109,025	)
Change in affiliates' notes		—			508,866			508,866

Partners' (Deficit) Equity at December 31, 2012	$	391,123		$	(1,601,922	)	$	(1,210,799	)

Net loss		(653,296	)		—			(653,296	)
Distributions		(127,000	)		—			(127,000	)
Change in affiliates' notes		—			1,601,922			1,601,922

Partners' Deficit at December 31, 2013	$	(389,173	)	$	—		$	(389,173	)

See accompanying notes.

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Astoria Farms

Statements of Cash Flows

For the Years Ended December 31, 2013 and 2012

	December 31, 2013			December 31, 2012

CASH FLOWS FROM OPERATING ACTIVITIES
Net (loss) income	$	(653,296	)	$	909,093
Adjustments to reconcile net (loss)income to net cash provided by (used in) operating activities:
Depreciation and amortization		163,830			118,978
Gain on sale of assets		—			(4,000	)
(Increase) decrease in assets:
Accounts receivable and related party accounts receivable		95,475			(237,646	)
Crop insurance receivable		1,184,628			(1,184,628	)
Grain inventory		(1,442,960	)		(2,394	)
Growing crops		118,294			191,521
Prepaid expenses		(67,846	)		91,698
(Decrease) increase in accounts payable and accrued expenses
Accounts payable and accrued expenses		165,160			(229,466	)
Accounts payable related parties		852,907			112,008
Accrued interest		(132,630	)		42,975

Net cash provided by (used in) operating activities		283,562			(191,861	)

CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of machinery		(691,537	)		(1,176,999	)
Repayments to related party		33,725			14,645

Net cash used in investing activities		(657,812	)		(1,162,354	)

CASH FLOWS FROM FINANCING ACTIVITIES
Borrowings from notes payable		305,982			804,316
Repayments on notes payable		(152,428	)		(28,830	)
Borrowings from line of credit		2,496,635			1,563,788
Repayments on line of credit		(3,361,666	)		(3,435,502	)
Distributions		(127,000	)		(109,025	)
Repayments on related party notes payable		(7,129,919	)		—
Borrowing on related party notes payable		6,722,836			650,000
Repayments from affiliates' notes		3,939,971			6,511,643
Borrowings on affiliates' notes		(2,338,049	)		(4,866,781	)

Net cash provided by financing activities		356,362			1,089,609

NET (DECREASE) IN CASH		(17,888	)		(264,606	)
CASH, BEGINNING OF YEAR		113,519			378,125

CASH, END OF YEAR	$	95,631		$	113,519

Cash paid during year for interest	$	251,569		$	167,900

SUPPLEMENTAL NON-CASH INVESTING AND FINANCING TRANSACTIONS
Transfer of livestock business through loan to new related entity	$	—		$	864,068
Acquisition of leased asset		—			106,000
Transfer of leased asset to Paul Pittman		—			100,000

See accompanying notes.

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Astoria Farms

Notes to Financial Statements

Note 1—Organization and Significant Accounting Policies

Nature of Business and Ownership

Astoria Farms (the "Company") is a general partnership that was formed on August 13, 2009. Its partnership agreement was amended and restated on December 1, 2010 and again on January 1, 2013. The Company is engaged in the production and sale of corn and soybeans in five counties in Illinois (Fulton, Schuyler, McDonough, Mason and Tazewell). Pursuant to the December 1, 2010 partnership agreement, partnership interests in Astoria Farms are divided equally among the following partners: Andy Merrick Farms, L.P., an Illinois limited partnership ("Andy Merrick Farms"); Matt Frye Farms, L.P., an Illinois limited partnership ("Matt Frye Farms"); and Buffee Powell Merrick Farms, L.P., an Illinois limited partnership ("Buffee Powell Merrick Farms"). Pursuant to the January 1, 2013 partnership agreement, partnership interests in the Company are owned as follows: 33.34% by Pittman Hough Farms LLC, a Colorado limited liability company (together with its predecessor entities, "Pittman Hough Farms"); 33.33% by Matt Frye Farms; and 33.33% by Andy Merrick Farms. Paul A. Pittman owns 75% of Pittman Hough Farms and is a general partner of Matt Frye Farms, Andy Merrick Farms and Buffee Powell Merrick Farms. The net profits or losses of the Company are allocated in proportion to each partner's ownership percentage. Distributions of the profits, if any, are to be made within 90 days of year end in proportion to each partner's ownership percentage. The original capital of the partnership was $15,000, and any subsequent capital calls would be made in proportion to each partner's respective ownership percentage.

Use of Estimates

Cash

The Company's cash at December 31, 2013 and 2012 was held in the custody of two financial institutions, and the Company's balance at times may exceed federally insurable limits. The Company monitors balances with individual financial institutions to mitigate risks relating to balances exceeding such limits.

Inventories

Inventories consist primarily of grain held for sale as well as growing crops. Grain held for sale is valued using the farm price method. Under this method, inventory is valued at market price, based upon the nearest market in the geographic region, less any cost of disposition. Cost of disposition includes broker's commissions, freight, and other marketing costs. The Company books the grain held for sale in inventory or grain sales. The farm price method may be used when the following three criteria are met:

1.: The product has a reliable, readily determinable and realizable market price. The Company produces corn and soybeans, which are priced by the Chicago Board of Trade.

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Astoria Farms

Notes to Financial Statements (Continued)

Note 1—Organization and Significant Accounting Policies (Continued)

2.: The product has relatively insignificant and predictable costs of disposal. The only cost of the Company is the cost of transportation to a delivery site, which is insignificant and predictable.
3.: The product is available for immediate delivery. The Company has on-farm storage for grain inventory that can be delivered any business day to a buyer.

Costs of growing crops are accumulated until the time of harvest and are reported at the lower of cost or market (based on exchange-quoted prices, adjusted for differences in local markets, or market transactions). Included in growing crops are direct costs, such as seed, chemicals and fertilizer, and indirect costs, such as fuel, repairs and labor, attributable to the work in process of the production of corn and soybeans on a growing season basis. Costs are allocated to growing crops based on a percentage of the total costs of production and total operating costs that are attributable to the portion of the crops that remain in inventory at the end of the year.

Property and Equipment

Property and equipment are carried at cost. The Company computes depreciation of property and equipment using the straight-line method over their estimated useful lives as follows:

		Years

Farm equipment		7 - 40

Depreciation expense for the years ended December 31, 2013 and 2012 was $163,830 and $118,978, respectively. Depreciation is calculated based on the useful life of the asset. Expenditures for major renewals and betterments that extend the useful lives of property and equipment are capitalized. Expenditures for maintenance and repairs are charged to expense as incurred.

The Company evaluates its long-lived assets for impairment when events such as declines in equipment's capabilities or deteriorating market conditions bring recoverability of the carrying value of one or more assets into question. When indicators of impairment exist, the Company projects the total undiscounted cash flows of the asset, including proceeds from disposition, and compares the results to the net book value of the asset. If this evaluation indicates that the carrying value may not be recoverable, an impairment loss is recorded in earnings equal to the amount by which the carrying value exceeds fair value of the long-lived asset. There have been no impairments recognized on long-lived assets in the accompanying financial statements.

Income Taxes

The Company does not incur income taxes; instead, its earnings are included on the owners' personal income tax returns and taxed depending on their personal tax situations. The financial statements, therefore, do not include a provision for income taxes. It is the Company's policy to provide for uncertain tax positions and the related interest and penalties based upon management's assessment of whether a tax benefit is more likely than not to be sustained upon examination by tax authorities. The Company files income tax returns in the U.S. federal jurisdiction and applicable state jurisdictions. The Company is subject to U.S. federal or state income tax examinations by tax authorities generally for a period of three years after filing.

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Astoria Farms

Notes to Financial Statements (Continued)

Note 1—Organization and Significant Accounting Policies (Continued)

Accounts Receivable

Crop sales are recognized when the commodities are shipped with the offsetting balances reflected as accounts receivable. Crop insurance is booked as an account receivable when the claim is processed but not yet received and the amount is determinable from information provided by the crop insurance company. Accounts receivable are presented at face value, net of the allowance for doubtful accounts. The allowance for doubtful accounts is established through provisions charged against income and is maintained at a level believed adequate by management to absorb estimated bad debts based on historical experience and current economic conditions. The allowance for doubtful accounts was $0 as of December 31, 2013 and 2012.

The Company has submitted a claim for crop insurance in 2013; however, the crop insurance company has not processed such claim as the grain has not yet been sold and delivered to a third party as of December 31, 2013. Therefore the amount of the crop insurance claim was not deemed to be determinable or realizable at December 31, 2013 and no revenue was recorded in 2013 related to this claim. Had the claim been processed by the crop insurance company, the Company would have recorded a receivable of $500,223, but the amount is subject to final adjustment in the claims process.

Agriculture Program Payments

The Company recognizes revenue when it is fixed or determinable and collectability is reasonably assured. Because of the complex nature of the calculations of government payments and the uncertainty of collections and amounts due to government legislation, government subsidy payments (U.S. federal agricultural program payments) of grain production and other revenue are generally recognized when the cash is received or as determinable by the United States Department of Agriculture. Total agriculture program payments for the years ended December 31, 2013 and 2012 were $366,041 and $345,800, respectively. As of December 31, 2013 and 2012, the Company had a receivable of $130,936 and $0, respectively, under this program.

Other Revenue

The Company records non-operating and unusual or infrequent income as other revenue on its consolidated statement of operations.

Note 2—Related Party Transactions

Related Party Sales, Accounts Receivable and Notes Receivable

The Company sells grain and silage to related livestock entities and charges yardage for use of real estate and equipment for livestock production. Sales to these entities were $40,896 and $84,834 for the years ended December 31, 2013 and 2012, respectively. Accounts receivable with livestock entities was $11,235 and $84,834 as of December 31, 2013 and 2012, respectively. The inventory sold between the entities is at cost of production because the entities are under common control with the Company. During the year ended December 31, 2011, the Company transferred $1,158,544 of grain to Mr. Pittman in exchange for a reduction of the note payable with him. Because the transaction was between entities under common control, the transfer was recorded at the cost basis of the grain and resulted in a deferred gain of $244,700 at December 31, 2011. The deferred gain was subsequently recognized during the year ended December 31, 2012 as a component of crop sales related party when

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Astoria Farms

Notes to Financial Statements (Continued)

Note 2—Related Party Transactions (Continued)

the inventory was sold by Mr. Pittman to a third party, as discussed in "Note 5—Fair Value Measurements."

The Company had notes receivable of $1,474 and $35,199 as of December 31, 2013 and 2012, respectively, with the Company's partners as financing for the purchase of vehicles.

In 2012, the Company transferred harvesting equipment at cost of $100,000 to Mr. Pittman in exchange for a note receivable.

Related Party Expenses, Accounts Payable and Notes Payable

The Company leased land and equipment from Mr. Pittman, Pittman Hough Farms and PHS Holdings LLC, an Illinois limited liability company in which Pittman Hough Farms has a 30% interest ("PHS Holdings"), in 2013 and 2012. Total lease expense with related parties was $967,223 and $596,200 for the years ended December 31, 2013 and 2012, respectively. The total related party accounts payable for these transactions were $452,577 and $34,971 as of December 31, 2013 and 2012, respectively.

The Company leased land from FP Land LLC in 2013 and 2012. Total lease expense with FP Land LLC was $1,945,833 and $1,666,841 for the years ended December 31, 2013 and 2012, respectively. Related party accounts payable for this transaction were $450,833 and $0 as of December 31, 2013 and 2012, respectively.

In the third quarter of 2012, the Company began leasing employees from American Agriculture Corporation, a Colorado corporation under common control with the Company. Employee leasing for the years ended December 31, 2013 and 2012 was $184,747 and $77,037. As of December 31, 2013 and 2012, the Company had related party accounts payable to American Agriculture Corporation of $61,505 and $77,037, respectively. The Company pays American Agriculture Corporation a payroll processing fee in connection with the employee leasing arrangement. Payroll processing fees for the years ended December 31, 2013 and 2012 were $30,405 and $0, respectively, and are included in professional fees on the statement of operations.

The Company entered into lending and loan arrangements with various operating and land holding entities under common control of Pittman Hough Farms for working capital purposes. Total notes payable to those entities was $414,845 and $171,928 as of December 31, 2013 and 2012, respectively. The notes are non-interest bearing and are due on demand.

The Company had notes payable of $650,000 as of December 31, 2012 with PHS Holdings LLC, an Illinois limited liability company in which Pittman Hough Farms has a 30% interest, for a deposit on the purchase of farmland. The note was repaid in 2013.

Affiliates' Notes

The Company had notes receivable with various operating and land holding entities under common control of Pittman Hough Farms for working capital purposes. Total notes receivable from those entities was $1,601,922 as of December 31, 2012. The notes were repaid in 2013.

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Astoria Farms

Notes to Financial Statements (Continued)

Note 3—Notes Payable

The Company's notes payable are cash flow financings of equipment. The financings are collateralized through purchase money security interests on specific pieces of equipment.

Loan	Payment Terms	Annual Payment				Principal Outstanding as of December 31, 2013		Principal Outstanding as of December 31, 2012		Current Maturity	Book Value of Collateral as of December 31, 2013

Financial institution	Annual principal and interest	$	14,686	0.00	%	$	14,686	$	29,371	May 2014	$	53,282
Financial institution	Annual principal and interest		23,582	3.45	%		22,703		44,800	August 2014		37,350
Financial institution	Annual principal and interest		17,373	5.50	%		46,690		60,650	March 2016		120,946
Financial institution	Annual principal and interest		24,350	3.60	%		89,637		109,260	February 2017		119,606
Financial institution	Annual principal and interest, with a balloon payment of $140,042		111,713	3.74	%		568,194		650,257	January 2018		593,997
Financial institution	Annual principal and interest		22,628	2.99	%		106,758		—	March 2018		235,039
Financial institution	Annual principal and interest		44,440	3.75	%		199,224		—	June 2018		153,668

Total						$	1,047,892	$	894,338		$	1,313,888

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Astoria Farms

Notes to Financial Statements (Continued)

Note 3—Notes Payable (Continued)

Each of the notes governing the Company's outstanding indebtedness includes standard acceleration clauses triggered by default on certain provisions of the note.

Aggregate maturities of long-term debt over the next five years and thereafter are as follows:

Year Ending December 31,

2014	$	223,140
2015		189,851
2016		196,901
2017		187,582
2018		250,418

	$	1,047,892

Note 4—Lines of Credit

The Company had loan agreements with a financial institution for lines of credit with aggregate outstanding balances of $3,361,666 as of December 31, 2012. The aggregate amount of credit available under these lines was $4,725,000 as of December 31, 2012. The lines of credit bore annual interest rates ranging from 4.00% to 5.25% and have 12-month terms. The lines of credit were collateralized by the current assets of the Company. As of April 4, 2013, the Company repaid the entire outstanding balance.

On April 4, 2013, the Company entered into a loan agreement with a financial institution for a line of credit of $2,500,000. As of December 31, 2013, the line of credit had an outstanding balance of $2,496,635. The line of credit bears interest at a variable rate, which was 3.18% per annum at December 31, 2013, and has a 12-month term. The line of credit is collateralized by the current assets of the Company. The loan covenants require that the Pittman Hough Farms combined entities maintain a debt service ratio of 1.25:1.00 and maintain $1,500,000 of available working capital as of June 30 and December 31 each year. As of December 31, 2013, the Pittman Hough Farms combined entities were in compliance with the covenants under the loan agreement. Annual lines of credit are customary in the industry and management believes they will be able to renew this line of credit at maturity.

Note 5—Fair Value Measurements

GAAP defines fair value as an exit price, which is the price that would be received for an asset or paid to transfer a liability in the Company's principal and most advantageous market for the asset or liability, in an orderly transaction between market participants on the measurement date. The fair value hierarchy generally requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value.

Observable inputs reflect the assumptions market participants would use in pricing the asset or liability and are developed based on market data obtained from sources independent of the reporting entity. Unobservable inputs reflect the entity's own assumptions based on market data and the entity's judgments about assumptions that market participants would use in pricing the asset or liability, and are to be developed based on the best information available for the circumstances.

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Astoria Farms

Notes to Financial Statements (Continued)

Note 5—Fair Value Measurements (Continued)

GAAP establishes a three-level hierarchy for disclosure of fair value measurements. The valuation hierarchy is based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date. The three levels are defined as follows:

•: Level 1 —Inputs to the valuation methodology are quoted prices for identical assets or liabilities in active markets.
•: Level 2 —Inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets and inputs that are observable or can be substantially corroborated for the asset or liability, either directly or indirectly.
•: Level 3 —Inputs to the valuation methodology are unobservable, supported by little or no market activity and are significant to the fair value measurement.

There were no assets and liabilities that were accounted for at fair value at December 31, 2012.

The following table sets forth, by level, the Company's assets and liabilities that were accounted for at fair value on a recurring basis at December 31, 2013.

Fair Value Measurements at December 31, 2013

Assets:	Total		Quoted Prices in active markets for identical assets (Level 1)		Significant other observable inputs (Level 2)		Significant Unobservable Inputs (Level 3)

Grain inventory	$	1,480,755	$	—	$	1,480,755	$	—

Total	$	1,480,755	$	—	$	1,480,755	$	—

Harvested grain inventories available for sale are carried at market price, based on exchange-quoted prices, adjusted for differences in local markets, or market transactions. In such cases, inventory is classified in Level 2. The market value adjustments for the year ended December 31, 2013 were $345,535 for grain inventory.

Note 6—Commitments and Contingencies

The Company is not currently subject to any known material commitments or contingencies from its business operations, nor to any material known or threatened litigation.

Note 7—Subsequent Events

The Company has evaluated subsequent events through February 12, 2014, the date on which the financial statements were available to be issued.

On March 6, 2014, the Company entered into an amended loan agreement with a financial institution for a line of credit of $2,750,000. This represents an increase in the existing line of credit of $250,000. The terms of the original loan agreement remain unchanged. (unaudited)

Substantially concurrently with the proposed underwritten initial public offering by Farmland Partners Inc., a Maryland corporation (the "REIT"), of its common stock (the "Offering"), which is expected to be completed in 2014, the Company's leases with wholly owned subsidiaries of FP

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Astoria Farms

Notes to Financial Statements (Continued)

Note 7—Subsequent Events (Continued)

Land LLC, the REIT's predecessor, for approximately 5,533 acres (unaudited) of farmland will be terminated, and the Company will enter into new triple-net lease agreements with wholly owned subsidiaries of the REIT for the same farmland.. Total lease expense, under the new triple-net leases, with wholly owned subsidiaries of the REIT is expected to be $2,180,138 for the year ending December 31, 2014. As of December 31, 2013, the Company leased an aggregate of approximately 9,594 acres (unaudited) of farmland, including the approximately 5,533 acres (unaudited) of farmland leased from wholly owned subsidiaries of FP Land LLC.

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Shares

Farmland Partners Inc.

Common Stock

PROSPECTUS

Baird
BMO Capital Markets
Janney Montgomery Scott
Mitsubishi UFJ Securities
Stephens Inc.

Until , 2014 (25 days after the date of this prospectus), all dealers that effect transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealer's obligation to deliver a prospectus when acting as soliciting dealers with respect to their unsold allotments or subscriptions.

, 2014

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PART II INFORMATION NOT REQUIRED IN PROSPECTUS

Item 31. Other Expenses of Issuance and Distribution .

The following table sets forth the expenses of the sale and distribution of the securities being registered pursuant to this registration statement, all of which are being borne by the registrant. All amounts other than the SEC registration fee, the FINRA filing fee and the NYSE listing fee have been estimated.


SEC registration fee	$	11,109
FINRA filing fees		13,438
NYSE listing fees		125,000
Printing and engraving expenses		150,000
Legal fees and expenses		800,000
Accounting fees and expenses		825,000
Transfer agent and registrar fees		7,500
Miscellaneous expenses		12,953

Total	$	1,945,000

Item 32. Sales to Special Parties .

On December 5, 2013, we issued 1,000 shares of our common stock to Paul A. Pittman, our Executive Chairman, President and Chief Executive Officer, in connection with the initial capitalization of our company for an aggregate purchase price of $1,000. The issuance of such shares was effected in reliance upon an exemption from registration provided by Section 4(a)(2) of the Securities Act and Regulation D thereunder. We expect to repurchase these shares for $1,000 upon completion of this offering.

Item 33. Recent Sale of Unregistered Securities .

In connection with the formation transactions, an aggregate of 1,945,000 OP units with an aggregate value of $29,175,000, based on the midpoint of the price range set forth on the front cover of the prospectus that forms a part of this registration statement, will be issued to Pittman Hough Farms LLC ("Pittman Hough Farms"), which owns 100% of the interests in the entities that own the properties and other assets comprising our portfolio as consideration in the formation transactions. Pittman Hough Farms, in which Mr. Pittman owns a 75% controlling interest, had a substantive, pre-existing relationship with us and has represented to us that it is an "accredited investor" as defined under Regulation D of the Securities Act. The issuance of such units will be effected in reliance upon exemptions from registration provided by Section 4(a)(2) of the Securities Act and Regulation D of the Securities Act.

Item 34. Indemnification of Directors and Officers .

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services or (b) active and deliberate dishonesty that is established by a final judgment and is material to the cause of action. Our charter contains a provision which eliminates our directors' and officers' liability to the maximum extent permitted by Maryland law.

Maryland law requires a Maryland corporation (unless its charter provides otherwise, which our charter does not) to indemnify a director or officer who has been successful in the defense of any proceeding to which he or she is made or threatened to be made a party by reason of his or her service in that capacity. Maryland law permits a Maryland corporation to indemnify its present and former directors and officers, among others, against judgments, penalties, fines, settlements and reasonable expenses actually incurred by them in connection with any proceeding to which they may be made or threatened to be made a party by reason of their service in those or other capacities unless it is established that: (a) the act or omission of the director or officer was material to the matter giving rise to the proceeding and (i) was committed in bad faith or (ii) was the result of active and deliberate dishonesty; (b) the director or officer actually received an improper personal benefit in money, property or services; or (c) in the case of any criminal proceeding, the director or officer had reasonable cause to believe that the act or omission was unlawful. However, under Maryland law, a Maryland corporation may not indemnify for an adverse judgment in a suit by or in the right of the corporation or for a judgment of liability on the basis that personal benefit was improperly received, unless in either case a court orders indemnification and then only for expenses. In addition, Maryland law permits a Maryland corporation to advance reasonable expenses to a director or officer upon the corporation's receipt of (a) a written affirmation by the director or officer of his or her good faith belief that he or she has met the standard of conduct necessary for indemnification by the corporation and (b) a written undertaking by him or her or on his or her behalf to repay the amount paid or reimbursed by the corporation if it is ultimately determined that the standard of conduct was not met.

Our charter authorizes us, to the maximum extent permitted by Maryland law, to obligate ourselves and our bylaws obligate us, to indemnify any present or former director or officer or any individual who, while a director or officer of our company and at our request, serves or has served as a director, officer, partner, trustee, member or manager of another corporation, real estate investment trust, limited liability company, partnership, joint venture, trust, employee benefit plan or other enterprise and who is made or threatened to be made a party to the proceeding by reason of his or her service in that capacity from and against any claim or liability to which that individual may become subject or which that individual may incur by reason of his or her service in any of the foregoing capacities and to pay or reimburse his or her reasonable expenses in advance of final disposition of a proceeding. Our charter and bylaws also permit us to indemnify and advance expenses to any individual who served a predecessor of our company in any of the capacities described above and any employees or agents of our company or a predecessor of our company.

We intend to enter into indemnification agreements with each of our executive officers and directors whereby we indemnify such executive officers and directors to the fullest extent permitted by Maryland law against all expenses and liabilities, subject to limited exceptions. These indemnification agreements also provide that upon an application for indemnity by an executive officer or director to a court of appropriate jurisdiction, such court may order us to indemnify such executive officer or director.

Furthermore, our officers and directors are indemnified against specified liabilities by the underwriters, and the underwriters are indemnified against certain liabilities by us, under the underwriting agreement relating to this offering. See "Underwriting." In addition, our directors and officers are indemnified for specified liabilities and expenses pursuant to the partnership agreement of Farmland Partners Operating Partnership, LP, the partnership whose sole general partner is our wholly owned subsidiary.

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Insofar as the foregoing provisions permit indemnification of directors, officer or persons controlling us for liability arising under the Securities Act, we have been informed that in the opinion of the SEC this indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

Item 35. Treatment of Proceeds from Stock Being Registered.

None.

Item 36. Financial Statements and Exhibits.

(a) Financial Statements. See page F-1 of the prospectus that forms a part of this Registration Statement for an index to the financial statements included in the prospectus.

(b) Exhibits. The list of exhibits filed with or incorporated by reference in this Registration Statement is set forth in the Exhibit Index following the signature page herein.

Item 37. Undertakings .

(a) The undersigned registrant hereby undertakes to provide to the underwriters at the closing specified in the underwriting agreement, certificates in such denominations and registered in such names as required by the underwriters to permit prompt delivery to each purchaser.

(b) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers or controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

(1) For purposes of determining any liability under the Securities Act of 1933 the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or Rule 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.

(2) For the purpose of determining any liability under the Securities Act of 1933 each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-11 and has duly caused this amendment to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Denver, State of Colorado on the 24th day of March, 2014.


		FARMLAND PARTNERS INC.
		By:		/s/ PAUL A. PITTMAN Paul A. Pittman Executive Chairman, President and Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933 this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Name	Capacity	Date


/s/ PAUL A. PITTMAN Paul A. Pittman	Executive Chairman, President and Chief Executive Officer (principal executive officer)	March 24, 2014
/s/ LUCA FABBRI Luca Fabbri	Chief Financial Officer (principal financial officer and principal accounting officer	March 24, 2014

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EXHIBIT INDEX

The following exhibits are included, or incorporated by reference, in this registration statement on Form S-11 (and are numbered in accordance with Item 601 of Regulation S-K).

		Description

1.1		Form of Underwriting Agreement.

3.1		Articles of Amendment and Restatement.

3.2		Amended and Restated Bylaws.

4.1	**	Form of common stock certificate.

5.1	*	Opinion of Morrison & Foerster LLP.

8.1	*	Opinion of Morrison & Foerster LLP as to tax matters.

10.1	**	Form of Amended and Restated Agreement of Limited Partnership of Farmland Partners Operating Partnership, LP.

10.2	†	Farmland Partners Inc. 2014 Equity Incentive Plan.

10.3	†**	Form of Restricted Stock Award Agreement.

10.4	†**	Form of Restricted Stock Award Agreement for Directors.

10.5	†**	Form of Non-Qualified Stock Option Award Agreement.

10.6	†	Form of Employment Agreement among Farmland Partners Inc., Farmland Partners Operating Partnership, LP and Paul A. Pittman.

10.7	†	Form of Employment Agreement among Farmland Partners Inc., Farmland Partners Operating Partnership, LP and Luca Fabbri.

10.8	†	Form of Consulting Agreement between Farmland Partners Inc. and Jesse J. Hough.

10.9	**	Form of Shared Services Agreement among Farmland Partners Inc., Farmland Partners Operating Partnership, LP and American Agriculture Corporation.

10.10	**	Form of Indemnification Agreement between Farmland Partners Inc. and each of its directors and officers.

10.11	*	Form of Tax Protection Agreement by and among Farmland Partners Inc., Farmland Partners Operating Partnership, LP, and Pittman Hough Farms LLC.

10.12		Representation, Warranty and Indemnity Agreement by and among Farmland Partners Inc., Farmland Partners Operating Partnership, LP, Paul A. Pittman and Jesse J. Hough.

10.13		Merger Agreement by and among Farmland Partners Inc., Farmland Partners Operating Partnership, LP, Pittman Hough Farms LLC and FP Land LLC.

10.14		Right of First Offer Agreement by and between Farmland Partners Operating Partnership, LP and Pittman Hough Farms LLC.

10.15		Right of First Offer Agreement by and between Farmland Partners Operating Partnership, LP and Paul A. Pittman.

10.16		Form of Lease Agreement by and between Farmland Partners Inc. and Astoria Farms / Hough Farms.

10.17	**	Form of Registration Rights Agreement by and between Farmland Partners Inc. and Pittman Hough Farms LLC.

10.18	*	Multi-Property Loan Agreement.

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		Description

21.1	**	List of subsidiaries.

23.1		Consent of PricewaterhouseCoopers, LLP.

23.2	*	Consent of Morrison & Foerster LLP (included in Exhibit 5.1).

23.3	*	Consent of Morrison & Foerster LLP (included in Exhibit 8.1).

24.1	**	Power of Attorney (included in the signature page to this registration statement).

99.1	**	Consent of independent director nominee.

99.2	**	Consent of independent director nominee.

99.3	**	Consent of independent director nominee.

99.4	**	Consent of independent director nominee.

99.5	**	Consent of independent director nominee.

*: To be filed by amendment.
**: Previously filed.
†: Management contract or compensatory plan or arrangement.

Exhibit 1.1

FARMLAND PARTNERS INC.

(a Maryland corporation)

Shares of Common Stock

UNDERWRITING AGREEMENT

Dated: , 2014

FARMLAND PARTNERS INC.

(a Maryland corporation)

Shares of Common Stock

UNDERWRITING AGREEMENT

, 2014

Robert W. Baird & Co. Incorporated

BMO Capital Markets Corp.

Janney Montgomery Scott LLC

as Representatives of the several Underwriters

c/o Robert W. Baird & Co. Incorporated

777 East Wisconsin Avenue

Milwaukee, Wisconsin 53202

Ladies and Gentlemen:

Farmland Partners Inc., a Maryland corporation (the “ Company ”), and Farmland Partners Operating Partnership, LP, a Delaware limited partnership (the “ Operating Partnership ”), confirm their respective agreements with Robert W. Baird & Co. Incorporated (“ Baird ”), BMO Capital Markets Corp. (“ BMO ”), Janney Montgomery Scott LLC (“ Janney ”) and each of the other Underwriters named in Schedule A hereto (collectively, the “ Underwriters ,” which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom Baird, BMO and Janney are acting as representatives (in such capacity, the “ Representatives ”), with respect to (i) the sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of the respective numbers of shares of common stock, $0.01 par value per share, of the Company (“ Common Stock ”) set forth in Schedule A hereto and (ii) the grant by the Company to the Underwriters, acting severally and not jointly, of the option described in Section 2(b) hereof to purchase all or any part of additional shares of Common Stock. The aforesaid shares of Common Stock (the “ Initial Securities ”) to be purchased by the Underwriters and all or any part of the shares of Common Stock subject to the option described in Section 2(b) hereof (the “ Option Securities ”) are herein called, collectively, the “ Securities .”

The Company understands that the Underwriters propose to make a public offering of the Securities as soon as the Representatives deem advisable after this Agreement has been executed and delivered.

The Company has filed with the Securities and Exchange Commission (the “ Commission ”) a registration statement on Form S-11 (No. 333-193318), including the related preliminary prospectus or prospectuses, covering the registration of the sale of the Securities under the Securities Act of 1933, as amended (the “ 1933 Act ”). Promptly after execution and delivery of this Agreement, the Company will prepare and file a prospectus in accordance with the provisions of Rule 430A (“ Rule 430A ”) of the rules

and regulations of the Commission under the 1933 Act (the “ 1933 Act Regulations ”) and Rule 424(b) (“ Rule 424(b) ”) of the 1933 Act Regulations. The information included in such prospectus that was omitted from such registration statement at the time it became effective but that is deemed to be part of such registration statement at the time it became effective pursuant to Rule 430A(b) is herein called the “ Rule 430A Information .” Such registration statement, including the amendments thereto, the exhibits thereto and any schedules thereto, at the time it became effective, and including the Rule 430A Information, is herein called the “ Registration Statement .” Any registration statement filed pursuant to Rule 462(b) of the 1933 Act Regulations is herein called the “ Rule 462(b) Registration Statement ” and, after such filing, the term “Registration Statement” shall include the Rule 462(b) Registration Statement. Each prospectus used prior to the effectiveness of the Registration Statement, and each prospectus that omitted the Rule 430A Information that was used after such effectiveness and prior to the execution and delivery of this Agreement, is herein called a “ preliminary prospectus .” The final prospectus, in the form first furnished to the Underwriters for use in connection with the offering of the Securities, is herein called the “ Prospectus .” For purposes of this Agreement, all references to the Registration Statement, any preliminary prospectus, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval system or any successor system (“ EDGAR ”).

As used in this Agreement:

“ Applicable Time ” means [P/A].M., New York City time, on , 2014 or such other time as agreed by the Company and the Representatives.

“ General Disclosure Package ” means any Issuer General Use Free Writing Prospectuses issued at or prior to the Applicable Time, the preliminary prospectus that is most recently distributed to investors prior to the Applicable Time and the information included on Schedule B-1 hereto, all considered together.

“ Issuer Free Writing Prospectus ” means any “issuer free writing prospectus,” as defined in Rule 433 of the 1933 Act Regulations (“Rule 433”), including without limitation any “free writing prospectus” (as defined in Rule 405 of the 1933 Act Regulations (“Rule 405”)) relating to the Securities that is (i) required to be filed with the Commission by the Company, (ii) a “road show that is a written communication” within the meaning of Rule 433(d)(8)(i), whether or not required to be filed with the Commission, or (iii) exempt from filing with the Commission pursuant to Rule 433(d)(5)(i) because it contains a description of the Securities or of the offering that does not reflect the final terms, in each case in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g).

“ Issuer General Use Free Writing Prospectus ” means any Issuer Free Writing Prospectus that is intended for general distribution to prospective investors (other than a “ bona fide electronic road show,” as defined in Rule 433 (the “Bona Fide Electronic Road Show”)), as evidenced by its being specified in Schedule B-2 hereto.

“ Issuer Limited Use Free Writing Prospectus ” means any Issuer Free Writing Prospectus that is not an Issuer General Use Free Writing Prospectus.

“ Testing-the-Waters Communication ” means any oral or written communication with potential investors undertaken in reliance on Section 5(d) of the 1933 Act.

“ Written Testing-the-Waters Communication ” means any Testing-the-Waters Communication that is a written communication within the meaning of Rule 405 under the 1933 Act, as evidenced by its being specified in Schedule B-3 hereto.

All references in this Agreement to financial statements and schedules and other information which is “contained,” “included” or “stated” in the Registration Statement, any preliminary prospectus or the Prospectus (or other references of like import) shall include all such financial statements and schedules and other information which is incorporated by reference in or otherwise deemed by 1933 Act Regulations to be a part of or included in the Registration Statement, any preliminary prospectus or the Prospectus, as the case may be, prior to the execution and delivery of this Agreement.

At the Closing Time (as defined below), or as soon thereafter as is practicable, the Company, the Operating Partnership and certain of their existing and newly formed subsidiaries will complete or use their reasonable best efforts to complete, as the case may be, a series of transactions described more fully in the Preliminary Prospectus and the Prospectus under the captions “Prospectus Summary—Formation Transactions,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Formation Transactions,” “Certain Relationships and Related Party Transactions,” and “Structure and Formation of our Company—Our Formation Transactions and Structure—Formation Transactions” (collectively, the “ Formation Transactions ”). As part of the Formation Transactions, the Company will, among other things, (1) consolidate the ownership of the properties described in the Prospectus (the “ Properties ”) under the Company and the Operating Partnership by directly or indirectly acquiring 100% of the equity interests in FP Land LLC, a Delaware limited liability company (“ FP Land ” and, together with its consolidated subsidiaries, collectively, the “ Predecessor Entities ” and each a “ Predecessor Entity ”) and (2) contribute the net proceeds from the offering of the Securities to the Operating Partnership in exchange for units of limited partnership interest in the Operating Partnership (“ OP Units ”). A list of agreements pursuant to which the Formation Transactions will be completed is set forth on Schedule C hereto (collectively, the “ Formation Transaction Documents ”).

SECTION 1. Representations and Warranties .

(a) Representations and Warranties by the Company . The Company and the Operating Partnership, jointly and severally, represent and warrant to each Underwriter as of the date hereof, the Applicable Time, the Closing Time and any Date of Delivery (as defined below), and agree with each Underwriter, as follows:

(i) Registration Statement and Prospectuses . Each of the Registration Statement and any amendment thereto has become effective under the 1933 Act. No stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued under the 1933 Act, no order preventing or suspending the use of any preliminary prospectus or the Prospectus has been issued and no proceedings for any of those purposes have been instituted or are pending or, to the Company’s knowledge, contemplated. The Company has complied with each request (if any) from the Commission for additional information.

Each of the Registration Statement and any post-effective amendment thereto, at the time it became effective, complied in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations. Each preliminary prospectus, the Prospectus and any amendment or supplement thereto, at the time each was filed with the Commission, complied in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations. Each preliminary prospectus delivered to the Underwriters for use in connection with this offering and the Prospectus was or will be identical to the electronically transmitted copies thereof filed with the

Commission pursuant to EDGAR, except to the extent permitted by Regulation S-T of the 1933 Act (“ Regulation S-T ”).

(ii) Accurate Disclosure . Neither the Registration Statement nor any amendment thereto, at its effective time, at the Closing Time or at any Date of Delivery, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. As of the Applicable Time, none of (A) the General Disclosure Package, (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package and (C) any individual Written Testing-the-Waters Communication, when considered together with the General Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement thereto (including any prospectus wrapper), as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), at the Closing Time or at any Date of Delivery, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives expressly for use therein. For purposes of this Agreement, the only information so furnished shall be the information set forth in the Prospectus in the first sentence of the first paragraph (regarding selling concessions) under the caption “Underwriting—Commissions and Discounts,” the last sentence (regarding sales to accounts over which the Underwriters exercise discretionary authority) under the caption “Underwriting—Listing,” and the second and third paragraphs (regarding short sales and stabilizing transactions, and penalty bids, respectively) under the caption “Underwriting—Price Stabilization, Short Positions and Penalty Bids” (collectively, the “ Underwriter Information ”).

(iii) Issuer Free Writing Prospectuses . No Issuer Free Writing Prospectus conflicts or will conflict with the information contained in the Registration Statement or the Prospectus, and any preliminary or other prospectus deemed to be a part thereof that has not been superseded or modified. The Company has made available a Bona Fide Electronic Road Show in compliance with Rule 433(d)(8)(ii) such that no filing of any “road show” (as defined in Rule 433(h)) is required in connection with the offering of the Securities.

(iv) Testing-the-Waters Communications . The Company (A) has not engaged in any Testing-the-Waters Communication other than with the prior consent of the Representatives with entities that are “qualified institutional buyers” within the meaning of Rule 144A under the 1933 Act or institutions that are “accredited investors” within the meaning of Rule 501 under the 1933 Act and (B) has not authorized anyone other than the Representatives to engage in any Testing-the-Waters Communication. The Company reconfirms that the Representatives have been authorized to act on its behalf in undertaking any Testing-the-Waters Communication. The Company has not distributed any Written Testing-the-Waters Communication other than those previously provided to the Representatives and listed on Schedule B-3 hereto.

(v) Company Not Ineligible Issuer . At the time of filing the Registration Statement and any post-effective amendment thereto, at the earliest time thereafter that the Company or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) of the 1933 Act Regulations) of the Securities and at the date hereof, the Company was not and is not an “ineligible issuer,” as defined in Rule 405, without taking account of any determination by the Commission pursuant to Rule 405 that it is not necessary that the Company be considered an ineligible issuer.

(vi) Emerging Growth Company Status. From the time of the initial confidential submission of the Registration Statement to the Commission through the date hereof, the Company has been and is an “emerging growth company,” as defined in Section 2(a) of the 1933 Act (an “ Emerging Growth Company ”).

(vii) Independent Accountants . PricewaterhouseCoopers LLP, who certified the financial statements and supporting schedules included in the Registration Statement, the General Disclosure Package and the Prospectus, are independent public accountants as required by the 1933 Act, the 1933 Act Regulations and the Public Accounting Oversight Board.

(viii) Financial Statements; Non-GAAP Financial Measures . The financial statements included in the Registration Statement, the General Disclosure Package and the Prospectus, together with the related schedules and notes, present fairly: (1) the financial position of the Company and the Operating Partnership on a consolidated basis at the date indicated, (2) the financial position of FP Land on a combined basis at the dates indicated and the statements of operations, equity (deficit) and cash flows of FP Land for the periods specified and (3) the financial position of Astoria Farms at the date indicated and the statements of operations, partners’ deficit and cash flows of Astoria Farms for the periods specified; said financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“ GAAP ”) applied on a consistent basis throughout the periods presented. The supporting schedules, if any, present fairly in accordance with GAAP the information required to be stated therein. The selected financial data and the summary financial information included in the Registration Statement, the General Disclosure Package and the Prospectus present fairly the information shown therein and have been compiled on a basis consistent with that of the audited financial statements included therein. The historical and pro forma financial statements and the related notes thereto included in the Registration Statement, the General Disclosure Package and the Prospectus present fairly the information shown therein, have been prepared in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements and have been properly compiled on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. The pro forma financial statements in the Registration Statement comply as to form with the applicable requirements of Regulation S-X. No other financial statements or supporting schedules of the Company or any of its subsidiaries are required to be included in the Registration Statement, the General Disclosure Package or the Prospectus under the 1933 Act or the 1933 Act Regulations. All disclosures contained in the Registration Statement, the General Disclosure Package or the Prospectus regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply with Regulation G of the Securities Exchange Act of 1934, as amended (the “ 1934 Act ”) and Item 10 of Regulation S-K of the 1933 Act, to the extent applicable.

(ix) No Material Adverse Change in Business . Except as otherwise stated therein, since the respective dates as of which information is given in the Registration Statement, the

General Disclosure Package or the Prospectus, (A) there has been no material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company, the Operating Partnership and the Predecessor Entities, and each of their respective subsidiaries, considered as one enterprise (including all of the Properties), whether or not arising in the ordinary course of business (a “ Material Adverse Effect ”), (B) there have been no transactions entered into by the Company, any Predecessor Entity or any of their respective subsidiaries, other than those in the ordinary course of business, which are material with respect to such entities considered as one enterprise or incurred any liability or obligation, direct or contingent, that is material to such entities considered as one enterprise, and (C) there has been no dividend or distribution of any kind declared, paid or made by the Company, any Predecessor Entity or any of their respective subsidiaries on any class of the capital stock or other equity interest of such entity.

(x) Good Standing of the Company . The Company has been duly organized and is validly existing as a corporation in good standing under the laws of the State of Maryland and has the requisite corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and to enter into and perform its obligations under this Agreement and the Formation Transaction Documents, to the extent it is a party to such agreements, and, as the sole member of the general partner of the Operating Partnership, to cause the Operating Partnership to enter into and perform the Operating Partnership’s obligations under this Agreement and the Formation Transaction Documents, to the extent the Operating Partnership is a party to such agreements; and the Company is duly qualified as a foreign corporation to transact business and is in good standing in each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect.

(xi) Good Standing of the Operating Partnership; Partnership Agreement . The Operating Partnership has been duly formed and is validly existing as a limited partnership in good standing under the laws of the State of Delaware and has the requisite limited partnership power and authority to own or lease, as the case may be, and to operate its properties and to conduct its business as described in the General Disclosure Package and the Prospectus and to enter into and perform its obligations under this Agreement and the Formation Transaction Documents, to the extent it is a party to such agreements; and the Operating Partnership is duly qualified as a foreign partnership to transact business and is in good standing in each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not reasonably be expected to result in a Material Adverse Effect. The Company is the sole member of the general partner of the Operating Partnership. The aggregate percentage interests of the Company and the limited partners in the Operating Partnership at the Closing Time, after giving effect to the Formation Transactions, will be as set forth in the Prospectus; provided that to the extent that any portion of the option to purchase additional shares described in Section 2(b) hereof is exercised at the Closing Time, the percentage interest of the Company and of such limited partners in the Operating Partnership will be adjusted accordingly. The Amended and Restated Agreement of Limited Partnership of the Operating Partnership has been duly and validly authorized, executed and delivered by or on behalf of the partners of the Operating Partnership and constitutes a valid and binding agreement of the parties thereto, enforceable in accordance with its terms, except to the extent that such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity and, with respect to rights to

indemnity and contribution thereunder, except as rights may be limited by applicable law or policies underlying such law.

(xii) Good Standing of Subsidiaries . Each “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X) (each a “ Subsidiary ” and, collectively the “ Subsidiaries ”) has been duly organized and is validly existing in good standing under the laws of the jurisdiction of its incorporation or organization, and each Subsidiary and, to the knowledge of the Company, each of Astoria Farms, an Illinois general partnership, and Hough Farms, a Nebraska general partnership, has the requisite corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and is duly qualified to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be in good standing would not reasonably be expected to result in a Material Adverse Effect. Except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding capital stock or other ownership interests of each Subsidiary has been duly authorized and validly issued, is (as applicable) fully paid and nonassessable and is, or upon consummation of the Formation Transactions will be, owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None of the outstanding shares of capital stock or other ownership interests of any Subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The Company does not, and will not upon consummation of the Formation Transactions, own or control, directly or indirectly, any corporation, association or other entity that is or will be a Subsidiary other than the entities listed on Exhibit 21 to the Registration Statement.

(xiii) Capitalization . The authorized, issued and outstanding shares of capital stock of the Company are as set forth in the Registration Statement, the General Disclosure Package and the Prospectus under the caption “Capitalization” (except for subsequent issuances, if any, pursuant to this Agreement, pursuant to reservations, agreements or employee benefit plans referred to in the Registration Statement, the General Disclosure Package and the Prospectus or pursuant to the exercise, redemption or exchange of convertible or exchangeable securities or options, including OP Units, referred to in the Registration Statement, the General Disclosure Package and the Prospectus). The issued and outstanding shares of capital stock of the Company, have been duly authorized and validly issued and are fully paid and nonassessable. None of the outstanding shares of capital stock of the Company was issued in violation of the preemptive or other similar rights of any securityholder of the Company. The OP Units to be issued in the Formation Transactions have been duly authorized for issuance by the Operating Partnership to the holders thereof and, at the Closing Time, will be validly issued and fully paid. Other than the OP Units to be issued in the Formation Transactions, there are no other OP Units outstanding, and there are no other partnership interests in the Operating Partnership outstanding. All securities issued in connection with the Formation Transactions were, are or will be issued pursuant to an applicable exemption from registration or qualification under the 1933 Act and applicable state securities laws. None of such OP Units will be issued in violation of the preemptive or other similar rights of any securityholder of the Operating Partnership or any other person or entity. Except as set forth in the General Disclosure Package and the Prospectus, there are no outstanding options, warrants or other rights to purchase, agreements or other obligations to issue, or rights to convert any obligations into or exchange any securities or interests for, shares of the Company’s or its subsidiaries’ capital stock, including OP Units or other ownership interests of the Operating Partnership.

(xiv) Authorization of Agreement . This Agreement has been duly authorized, executed and delivered by each of the Company and the Operating Partnership.

(xv) Formation Transactions and Initial Leases . The Company and its subsidiaries and the Predecessor Entities, in each case, to the extent that each such entity is a party thereto, have the legal right and power to enter into each of the Formation Transaction Documents. The Company and its subsidiaries and the Predecessor Entities, in each case, to the extent that each such entity is a party thereto, have duly authorized, executed and delivered, or will execute and deliver prior to or concurrent with the Closing Time, each of the Formation Transaction Documents. Each Formation Transaction Document has been filed as an exhibit to the Registration Statement (to the extent that it is required to be so filed) and each of the Formation Transaction Documents constitutes a legally valid and binding obligation of the Company and its subsidiaries and the Predecessor Entities, in each case, to the extent that it is a party thereto, enforceable against each of them that is a party thereto in accordance with its terms, except to the extent that such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity and, with respect to rights to indemnity and contribution thereunder, except as rights may be limited by applicable law or policies underlying such law.

(xvi) Authorization and Description of Securities . The Securities to be purchased by the Underwriters from the Company have been duly authorized for issuance and sale to the Underwriters pursuant to this Agreement and, when issued and delivered by the Company pursuant to this Agreement against payment of the consideration set forth herein, will be validly issued and fully paid and nonassessable; and the issuance of the Securities is not subject to the preemptive, resale rights, rights of first refusal or other similar rights of any securityholder of the Company. The Common Stock conforms in all material respects to all statements relating thereto contained in the Registration Statement, the General Disclosure Package and the Prospectus and such description conforms in all material respects to the rights set forth in the instruments defining the same. No holder of any of the Securities will be subject to personal liability solely by reason of being such a holder. The certificates to be used to represent any shares of Common Stock that are to be certificated will be in substantially the form filed as an exhibit to the Registration Statement and will, at the Closing Time and on each Date of Delivery (if any), be substantially in such form.

(xvii) Registration Rights . There are no persons with registration rights or other similar rights to have any securities registered for sale pursuant to the Registration Statement or otherwise registered for sale or sold by the Company under the 1933 Act pursuant to this Agreement, other than those rights that have been disclosed in the Registration Statement, the General Disclosure Package and the Prospectus.

(xviii) Absence of Violations, Defaults and Conflicts . Neither the Company nor any Predecessor Entity nor any of their respective subsidiaries is (A) in violation of its charter, bylaws or similar organizational document, (B) in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company, any Predecessor Entity or any of their respective subsidiaries is a party or by which it or any of them may be bound or to which any of the properties or assets of the Company or any of its subsidiaries is subject (collectively, “ Agreements and Instruments ”), except for such defaults that would not, singly or in the aggregate, result in a Material Adverse Effect, or (C) in violation of any law, statute, rule, regulation, judgment, order, writ or decree of any arbitrator,

court, governmental body, regulatory body, administrative agency or other authority, body or agency having jurisdiction over the Company or any of its subsidiaries or any of their respective properties, assets or operations (each, a “ Governmental Entity ”), except for such violations that would not, singly or in the aggregate, result in a Material Adverse Effect. The execution, delivery and performance of this Agreement and the Formation Transaction Documents and the consummation of the transactions contemplated herein, therein and in the Registration Statement, the General Disclosure Package and the Prospectus (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described therein under the caption “Use of Proceeds”) and compliance by the Company and the Operating Partnership with their respective obligations hereunder and under the Formation Transactions Documents have been duly authorized by all necessary corporate or limited partnership action, as the case may be, and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any properties or assets of the Company or any of its subsidiaries pursuant to, the Agreements and Instruments (except for such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances as are described in or contemplated by the Prospectus or that would not, singly or in the aggregate, result in a Material Adverse Effect), nor will such action result in any violation of the provisions of the charter, bylaws or similar organizational document of the Company or any of its subsidiaries or any law, statute, rule, regulation, judgment, order, writ or decree of any Governmental Entity. As used herein, a “ Repayment Event ” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries.

(xix) Absence of Labor Disputes . No labor dispute with the employees of the Company or any of its subsidiaries exists or, to the knowledge of the Company, is imminent, and the Company is not aware of any existing or imminent labor disturbance by the employees of any of its or any of its subsidiaries’ principal suppliers, manufacturers, customers or contractors, which, in any case, would result in a Material Adverse Effect. No officer or other key person of the Company is subject to any noncompete, nondisclosure, confidentiality, employment, consulting or similar agreement that would be violated by such officer or other key person engaging in the present or proposed business activities of the Company or the Operating Partnership as described in the Registration Statement, the General Disclosure Package and the Prospectus.

(xx) Employee Benefits . (i) The Company and each of its subsidiaries or their “ERISA Affiliates” (as defined below) are in compliance in all respects with all applicable provisions of the Employee Retirement Income Security Act of 1974, as amended, including the regulations and published interpretations thereunder (“ ERISA ”); (ii) no “reportable event” (as defined in ERISA) has occurred with respect to any “employee benefit plan” (as defined in ERISA) for which the Company or any of its subsidiaries or ERISA Affiliates has any liability, whether actual or contingent, excluding any reportable event for which the notice requirements have been waived; (iii) the Company and each of its subsidiaries or their ERISA Affiliates have not incurred and do not reasonably expect to incur liability under Title IV of ERISA, including with respect to termination of, or withdrawal from, any “employee benefit plan”; and (iv) each “employee benefit plan” maintained or contributed to by the Company and each of its subsidiaries that is intended to be qualified under Section 401(a) of the U.S. Internal Revenue Code of 1986, as amended, and the regulations and published interpretations thereunder (collectively the “ Code ”) is the subject of a favorable determination or opinion letter from the Internal Revenue Service to the effect that it is so qualified and, to the knowledge of the Company, nothing has

occurred, whether by action or by failure to act, which would cause the loss of such qualification; except, in the cases of (i), (ii), and (iii), as would not reasonably be expected to have a Material Adverse Effect. “ ERISA Affiliate ” means, with respect to the Company or any of its subsidiaries, any member of any group of organizations described in Sections 414(b), (c) or (m) of the Code or Section 4001(b)(1) of ERISA of which the Company or such subsidiary is a member.

(xxi) Absence of Proceedings . There is no action, suit, proceeding, inquiry or investigation before or brought by any Governmental Entity now pending or, to the knowledge of the Company, threatened against the Company, any Predecessor Entity or any of their respective subsidiaries, which is required to be disclosed in the Registration Statement, or which might result in a Material Adverse Effect, or might materially and adversely affect their respective properties or assets or the consummation of the transactions contemplated in this Agreement, the Formation Transaction Documents or the performance by the Company and its subsidiaries of their respective obligations hereunder or thereunder; and the aggregate of all pending legal or governmental proceedings to which the Company, any Predecessor Entity or any of their respective subsidiaries is a party or of which any of their respective properties or assets is the subject which are not described in the Registration Statement, the General Disclosure Package and the Prospectus, including ordinary routine litigation incidental to the business, could not reasonably be expected to result in a Material Adverse Effect.

(xxii) Accuracy of Descriptions . The statements in the Registration Statement, the General Disclosure Package and the Prospectus under the headings “Prospectus Summary—Structure and Formation of Our Company,” “Prospectus Summary—Benefits of the Formation Transactions to Related Parties,” “Prospectus Summary—Conflicts of Interest,” “Prospectus Summary—Implications of Being an Emerging Growth Company,” “Prospectus Summary—Our Tax Status,” “Risk Factors—Risks Related to Our Organizational Structure,” “Risk Factors—U.S. Federal Income Tax Risks,” “Certain Relationships and Related Party Transactions,” “Structure and Formation of Our Company,” “Description of Our Capital Stock,” “Certain Provisions of Maryland Law and of Our Charter and Bylaws,” “Our Operating Partnership and the Partnership Agreement” and “Material U.S. Federal Income Tax Considerations,” insofar as such statements summarize legal matters, agreements, documents, proceedings or affiliate transactions discussed therein, are accurate and fair summaries of such legal matters, agreements, documents, proceedings or affiliate transactions in all material respects.

(xxiii) Accuracy of Exhibits . There are no contracts or documents which are required to be described in the Registration Statement, the General Disclosure Package or the Prospectus or to be filed as exhibits to the Registration Statement which have not been so described and filed as required.

(xxiv) Absence of Further Requirements . No filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any Governmental Entity is necessary or required for the performance by the Company or any of its subsidiaries or any Predecessor Entity of its obligations hereunder, in connection with the offering, issuance or sale of the Securities hereunder or the consummation of the transactions contemplated by this Agreement or the Formation Transaction Documents, as applicable, except such as have been already obtained or as may be required under the 1933 Act, the 1933 Act Regulations, the rules of the New York Stock Exchange (“ NYSE ”), state securities laws or the rules of the Financial Industry Regulatory Authority, Inc. (“ FINRA ”).

(xxv) Possession of Licenses and Permits . The Company and its subsidiaries possess such permits, licenses, approvals, consents and other authorizations (collectively, “ Governmental Licenses ”) issued by the appropriate Governmental Entities necessary to conduct the business now operated by them, except where the failure so to possess would not, singly or in the aggregate, result in a Material Adverse Effect. The Company and its subsidiaries are in compliance with the terms and conditions of all Governmental Licenses, except where the failure so to comply would not, singly or in the aggregate, result in a Material Adverse Effect. All of the Governmental Licenses are valid and in full force and effect, except when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not, singly or in the aggregate, result in a Material Adverse Effect. Neither the Company, nor any Predecessor Entity nor any of their respective subsidiaries, has received any notice of proceedings relating to the revocation or modification of any Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would result in a Material Adverse Effect.

(xxvi) Title to Personal Property . Upon consummation of the Formation Transactions, the Company and its subsidiaries will have good and marketable title to, or valid and marketable rights to lease or otherwise use, all items of personal property, in each case free and clear of all liens, encumbrances, claims and defects and imperfections of title except those that (i) do not materially interfere with the use made and proposed to be made of such property by the Company, the Predecessor Entities and their respective subsidiaries or (ii) could not, individually or in the aggregate, have a Material Adverse Effect.

(xxvii) Real Property . (i) Upon consummation of the Formation Transactions, the Company and its subsidiaries will have good and marketable fee simple title to all real property owned by them and the improvements (exclusive of improvements owned by tenants, if applicable) located thereon, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (A) are described in the Registration Statement, the General Disclosure Package and the Prospectus or (B) will not, singly or in the aggregate, materially affect the value of such property and do not interfere in any material respect with the use made and proposed to be made of such property by the Company or any of its subsidiaries; (ii) all of the leases and subleases, if any, material to the business of the Company and its subsidiaries, considered as one enterprise, and under which the Company or any of its subsidiaries, upon consummation of the Formation Transactions, will lease the Properties, will be in full force and effect upon consummation of the Formation Transactions, and neither the Company nor any of its subsidiaries has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company, any Predecessor Entity or any of their respective subsidiaries under any of the leases or subleases mentioned above; (iii) except as otherwise set forth in or described in the Registration Statement, the General Disclosure Package and the Prospectus, the mortgages and deeds of trust encumbering the Properties are not convertible into debt or equity securities of the entity owning such Property or of the Company or any of its subsidiaries, and such mortgages and deeds of trust, upon consummation of the Formation Transactions and application of the proceeds of the offering contemplated by this Agreement, will not be cross-defaulted or cross-collateralized to any property not owned, or to be owned upon consummation of the Formation Transactions, directly or indirectly, in whole or in part, by the Company or its subsidiaries; (iv) to the knowledge of the Company and its subsidiaries, none of the tenants under any lease of any of the Properties that, singly or in the aggregate, is or will be upon consummation of the Formation Transactions, material to the Company and its subsidiaries considered as one enterprise is the subject of bankruptcy, reorganization or similar proceedings; (v) none of the Company, any Predecessor Entity or any of their respective subsidiaries has received from any Governmental Entities any written notice of

any condemnation of or zoning change affecting the Properties or any part thereof, and none of the Company, any Predecessor Entity or any of their respective subsidiaries knows of any such condemnation or zoning change which is threatened and, in each case, which if consummated could materially affect the value of such Property or interfere in any material respect with the use made or proposed to be made of such Property by the Company, any Predecessor Entity or any of their respective subsidiaries; (vi) each of the Properties complies with all applicable codes, ordinances, laws and regulations (including without limitation, building and zoning codes, laws and regulations and laws relating to access to the Properties), except for failures to the extent disclosed in the Registration Statement, the General Disclosure Package and the Prospectus and except for such failures to comply that could not individually or in the aggregate materially affect the value of such Property or interfere in any material respect with the use made or proposed to be made of such Property by the Company or any of its subsidiaries; (vii) neither the Company, nor any Predecessor Entity nor any of their respective subsidiaries has received written notice of any proposed material special assessment or any proposed change in any property tax, zoning or land use law or availability of water affecting any Property that could materially affect the value of such Property or interfere in any material respect with the use made or proposed to be made of such Property by the Company, any Predecessor Entity or any of their respective subsidiaries; (viii) there are no subleases with respect to any Property or portion thereof; (ix) except as could not individually or in the aggregate materially affect the value of such property or interfere in any material respect with the use made and proposed to be made of such property by the Company or any of its subsidiaries, (a) there are no encroachments upon any Property by improvements on an adjacent property, and (b) none of the improvements, if any, on any Property encroach on any adjacent property, streets or alleys; (x) except as set forth in the Registration Statement, the General Disclosure Package and the Prospectus, neither the Company nor any of its subsidiaries is party to any material Lease (as defined below) that is required to be disclosed in the Registration Statement or the Prospectus; (xi) neither the Company nor any of its subsidiaries holds any Property under a ground lease; (xii) all real property owned or leased by the Company or a Subsidiary is free of material structural defects and all building systems, if any, contained therein are in good working order in all material respects, subject to ordinary wear and tear or, in each instance, the Company has created an adequate reserve to effect reasonably required repairs, maintenance and capital expenditures; except as described in the General Disclosure Package and the Prospectus, to the knowledge of the Company and the Operating Partnership, there is no pending or threatened special assessment, tax reduction proceeding or other action that, individually or in the aggregate, could increase or decrease the real property taxes or assessments of any of such property, that, individually or in the aggregate, could have a Material Adverse Effect; and (xiii) to the knowledge of the Company and the Operating Partnership, except as set forth in or described in the Registration Statement, the General Disclosure Package and the Prospectus or reflected in the pro forma financial statements, and, with respect to (A) through (F) below, except as could not, individually or in the aggregate, have a Material Adverse Effect: (A) no tenant has asserted in writing any defense or set-off against the payment of rent in connection with any lease nor has any tenant contested any tax, operating cost or other escalation payment or occupancy charge, or any other amounts payable under its leases; (B) all tenants, licensees, franchisees or other parties under any lease, exhibit, schedule, amendment or other document related to the lease of any land or personal property (owned by the Company or any of its subsidiaries) at the Properties (the “ Leases ”) are in possession of their respective premises; (C) none of the Leases has been assigned, mortgaged, pledged, sublet, hypothecated or otherwise encumbered, except in connection with secured debt described in the Registration Statement, the General Disclosure Package and the Prospectus; (D) none of the Company, any Predecessor Entity or any of their respective subsidiaries has waived any material provision under any of the Leases; (E) there are no uncured events of default, or events that with the giving of notice or passage of time, or both, would constitute an event of default, by any tenant under any of the

terms and provisions of the Leases; and (F) no tenant under any of the Leases and no third party has a right of first refusal or other right to purchase the premises demised under such Lease.

(xxviii) Possession of Intellectual Property . The Company and its subsidiaries own or possess, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property (collectively, “ Intellectual Property ”) necessary to carry on the business now operated or proposed to be operated by them, and neither the Company, nor any Predecessor Entity nor any of their respective subsidiaries has received any notice or is otherwise aware of any infringement of or conflict with asserted rights of others with respect to any Intellectual Property or of any facts or circumstances which would render any Intellectual Property invalid or inadequate to protect the interest of the Company, any Predecessor Entity or any of their respective subsidiaries therein, and which infringement or conflict (if the subject of any unfavorable decision, ruling or finding) or invalidity or inadequacy, singly or in the aggregate, would result in a Material Adverse Effect.

(xxix) No Acquisitions or Dispositions . There are no contracts, letters of intent, term sheets, agreements, arrangements or understandings with respect to the direct or indirect acquisition or disposition by any of the Company, the Predecessor Entities or any of their respective subsidiaries of interests in assets or real property that are required to be described in the Registration Statement, the General Disclosure Package and the Prospectus that are not so described.

(xxx) Mortgages; Deeds of Trust . The Company has provided to the Representatives true and complete copies of all credit agreements, mortgages, deeds of trust, guaranties, side letters and other material documents evidencing, securing or otherwise relating to any secured or unsecured indebtedness that will be assumed by the Company or any of its subsidiaries in connection with the Formation Transactions and neither the Company, the Predecessor Entities, nor any of their respective subsidiaries that is party to any such document is in default thereunder, nor has an event occurred which with the passage of time or the giving of notice, or both, would become a default that could result in a Material Adverse Effect by any of them under any such document.

(xxxi) Environmental Laws . Except as described in the Registration Statement, the General Disclosure Package and the Prospectus or would not, singly or in the aggregate, result in a Material Adverse Effect, (A) neither the Company, nor any Predecessor Entity nor any of their respective subsidiaries is in violation of any federal, state, local, municipal or foreign statute, law, rule, regulation, ordinance, code, standards, legally binding final guidance document or directives, policy or rule of common law or any judicial or administrative interpretation thereof, including any judicial or administrative order, directive, decision, consent, decree or judgment, now or hereinafter in effect, regulating, imposing liability, standards or obligations of conduct or relating to pollution or protection of human health, the environment (including, without limitation, ambient air, surface water, groundwater, land surface or subsurface strata), natural resources, plants or wildlife, including, without limitation, laws and regulations relating to the release or threatened release of chemicals, pollutants, contaminants, wastes, toxic substances, hazardous substances, petroleum or petroleum products, asbestos-containing materials, mold or any hazardous materials as defined by or regulated under any Environmental Laws, as defined below (collectively, “ Hazardous Materials ”) or to the manufacture, processing, distribution, use, treatment, storage, disposal, transport, exposure to or handling of Hazardous Materials (collectively, “ Environmental Laws ”); (B) the Company and its subsidiaries have all permits,

authorizations and approvals required by Environmental Laws and are in compliance with their requirements; (C) there are no pending or threatened administrative, regulatory or judicial actions, suits, demands, demand letters, claims, liens, notices of noncompliance or violation, investigation or proceedings, including any action, suit or proceeding by any private party, relating to any Environmental Law against the Company, any Predecessor Entity or any of their respective subsidiaries; (D) there are no events or circumstances that would require clean-up or remediation, or an action, suit or proceeding by any private party or Governmental Entity, against or affecting the Company, any Predecessor Entity or any of their respective subsidiaries relating to Hazardous Materials or any Environmental Laws. Except as otherwise set forth in the Registration Statement, the General Disclosure Package and the Prospectus, and except as would not reasonably be expected to individually or in the aggregate result in a Material Adverse Effect, there have been no and are no (i) aboveground or underground storage tanks; (ii) landfills; (iii) surface impoundments; (iv) disposal areas; (v) polychlorinated biphenyls (“ PCBs ”) or PCB-containing equipment; (vi) asbestos or asbestos containing materials; (vii) lead based paints; (viii) mold or other airborne contaminants; or (ix) dry-cleaning facilities in, on, under, or about any Property owned, or to be owned upon consummation of the Formation Transactions, directly or indirectly by the Company or its subsidiaries; (E) neither the Company nor any of its subsidiaries is conducting or funding any investigation, cleanup, mitigation, restoration, or remedial or corrective action, or is subject to any written agreement to assume the liability of any other Person (including without limitation an agreement to indemnify or hold harmless any such other Person), whether voluntarily pursuant to or as required by any Environmental Law, with respect to any release of Hazardous Materials that has resulted in or could reasonably be anticipated to result in material liability under Environmental Laws against the Company or any of its subsidiaries; and (F) all waste materials generated by the Company and its subsidiaries have been properly stored, transported, treated and disposed of in accordance with all Environmental Laws in all material respects.

(xxxii) Accounting Controls and Disclosure Controls . The Company and each of its subsidiaries have taken all necessary actions to ensure that, within the time period required, the Company and its subsidiaries will maintain effective internal control over financial reporting (as defined under Rule 13a-15 and 15d-15 under the rules and regulations of the Commission under the 1934 Act (the “ 1934 Act Regulations ”)) and a system of internal accounting controls sufficient to provide reasonable assurances that (A) transactions are executed in accordance with management’s general or specific authorization; (B) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain accountability for assets; (C) access to assets is permitted only in accordance with management’s general or specific authorization; and (D) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Except as described in the Registration Statement, the General Disclosure Package and the Prospectus, since the Company’s inception, there has been (1) no material weakness in the Company’s internal control over financial reporting (whether or not remediated) and (2) no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

(xxxiii) Compliance with the Sarbanes-Oxley Act. The Company has taken all necessary actions to ensure that, upon the effectiveness of the Registration Statement, the Company and its subsidiaries will be in compliance with all provisions of the Sarbanes-Oxley Act of 2002 and all rules and regulations promulgated thereunder or implementing the provisions thereof (the “ Sarbanes-Oxley Act ”) that are then in effect and with which the Company is required to comply as of the effectiveness of the Registration Statement, and is actively taking steps to ensure that it will be in compliance with other provisions of the Sarbanes-Oxley Act not

currently in effect, upon the effectiveness of such provisions, or which will become applicable to the Company at all times after the effectiveness of the Registration Statement.

(xxxiv) Federal Tax Status . Commencing with its taxable year ending December 31, 2014, the Company will be organized in conformity with the requirements for qualification and taxation as a real estate investment trust (“ REIT ”) under the Code, and will operate in a manner that will enable it to meet the requirements for qualification and taxation as a REIT under the Code for the Company’s short taxable year ending December 31, 2014 and each taxable year thereafter. The Company intends to qualify as a REIT under the Code for the Company’s short taxable year ending December 31, 2014 and each taxable year thereafter and the Company does not know of any event that could cause the Company to fail to qualify as a REIT under the Code during any such time. All statements regarding the Company’s qualification and taxation as a REIT and descriptions of the Company’s organization and proposed method of operation (inasmuch as they relate to the Company’s qualification and taxation as a REIT) set forth in the Registration Statement, the General Disclosure Package and the Prospectus are accurate and fair summaries of the legal or tax matters described therein in all material respects. The Operating Partnership will be treated as a partnership within the meaning of Sections 7701(a)(2) and 761(a) of the Code and not as a publicly traded partnership taxable as a corporation under Section 7704 of the Code.

(xxxv) Payment of Taxes . The Company and its current (and, with respect to (A) and (B), former) subsidiaries and the Predecessor Entities and their subsidiaries (A) have paid all material federal, state, local and foreign taxes (whether imposed directly, through withholding or otherwise and including any interest, additions to tax or penalties applicable thereto) required to be paid through the date hereof, other than those being contested in good faith by appropriate proceedings and for which adequate reserves have been provided on the books of the applicable entity, (B) have timely filed all material tax returns required to be filed through the date hereof, and all such tax returns are correct and complete in all material respects, (C) have established adequate reserves for all taxes that have accrued but are not yet due and payable and (D) have made reasonable provision for any tax reassessments or increases which could reasonably be expected to occur with respect to any Property as a result of the Formation Transactions. The charges, accruals and reserves on the books of the Company, the Predecessor Entities and their respective subsidiaries in respect of any income and corporation tax liability for any years not finally determined are adequate to meet any assessments or re-assessments for additional income tax for any years not finally determined, except to the extent of any inadequacy that would not result in a Material Adverse Effect. No tax deficiency has been asserted against the Company, any Predecessor Entity, or any of their respective current or former subsidiaries, nor does any such entity know of any tax deficiency that is likely to be asserted and, if determined adversely to any such entity, could have a Material Adverse Effect.

(xxxvi) Transfer Taxes . Except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, there are no transfer taxes or other similar fees or charges under federal law or the laws of any state or any political subdivision thereof, required to be paid in connection with the execution and delivery of this Agreement or the issuance or sale by the Company of the Securities.

(xxxvii) Insurance . Each of the Company, the Predecessor Entities and each of their respective subsidiaries carry or are entitled to the benefits of insurance, with financially sound and reputable insurers, in such amounts and covering such risks as is generally maintained by companies of established repute engaged in the same or similar business and in such amounts, if greater, as is commercially reasonable for the value of the assets owned, in the aggregate, by the

Company, the Predecessor Entities and their respective subsidiaries, and all such insurance is in full force and effect. Neither the Company nor the Operating Partnership has any reason to believe that it or any of their subsidiaries will not be able (A) to renew its existing insurance coverage as and when such policies expire or (B) to obtain comparable coverage from similar institutions as may be necessary or appropriate to conduct its business as now conducted and at a cost that would not result in a Material Adverse Effect. Neither the Company, nor any Predecessor Entity nor any of their respective subsidiaries has been denied any insurance coverage which it has sought or for which it has applied.

(xxxviii) Investment Company Act . Neither the Company nor the Operating Partnership is, or upon the issuance and sale of the Securities as herein contemplated and the application of the net proceeds therefrom as described in the General Disclosure Package and the Prospectus will be, required to register as an “investment company” under the Investment Company Act of 1940, as amended.

(xxxix) Absence of Manipulation . Neither the Company nor any affiliate of the Company has taken, nor will the Company or any affiliate take, directly or indirectly, any action which is designed, or would be expected, to cause or result in, or which constitutes, the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Securities or a violation of Regulation M under the 1934 Act.

(xl) Foreign Corrupt Practices Act . None of the Company, any Predecessor Entity or any of their respective subsidiaries or, to the knowledge of the Company, any director, director nominee, officer, agent, employee, affiliate or other person acting on behalf of the Company or any of its subsidiaries, is aware of or has taken any action, directly or indirectly, that would result in a violation by such persons of the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (the “ FCPA ”), including, without limitation, making use of the mails or any means or instrumentality of interstate commerce corruptly in furtherance of an offer, payment, promise to pay or authorization of the payment of any money, or other property, gift, promise to give, or authorization of the giving of anything of value to any “foreign official” (as such term is defined in the FCPA) or any foreign political party or official thereof or any candidate for foreign political office, in contravention of the FCPA and the Company and, to the knowledge of the Company, its affiliates have conducted their businesses in compliance with the FCPA and have instituted and maintain policies and procedures designed to ensure, and which are reasonably expected to continue to ensure, continued compliance therewith.

(xli) Money Laundering Laws . The operations of the Company, the Predecessor Entities and their respective subsidiaries are and have been conducted at all times in compliance with applicable financial recordkeeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, as amended, the money laundering statutes of all jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any Governmental Entity (collectively, the “ Money Laundering Laws ”); and no action, suit or proceeding by or before any Governmental Entity involving the Company, any Predecessor Entity or any of their respective subsidiaries with respect to the Money Laundering Laws is pending or, to the best knowledge of the Company, threatened.

(xlii) OFAC . None of the Company, any of its subsidiaries or, to the knowledge of the Company, any director, director nominee, officer, agent, employee, affiliate or representative of the Company or any of its subsidiaries is an individual or entity (“ Person ”) currently the subject or target of any sanctions administered or enforced by the United States Government,

including, without limitation, the U.S. Department of the Treasury’s Office of Foreign Assets Control, the United Nations Security Council, the European Union, Her Majesty’s Treasury, or other relevant sanctions authority (collectively, “ Sanctions ”), nor is the Company located, organized or resident in a country or territory that is the subject of Sanctions; and the Company will not directly or indirectly use the proceeds of the sale of the Securities, or lend, contribute or otherwise make available such proceeds to any subsidiaries, joint venture partners or other Person, to fund any activities of or business with any Person, or in any country or territory, that, at the time of such funding, is the subject of Sanctions or in any other manner that will result in a violation by any Person (including any Person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions.

(xliii) Distribution of Offering Material . The Company and its subsidiaries have not distributed, and prior to the later of the Closing Time and the completion of the distribution of the Securities, will not distribute, any offering material in connection with the offering or sale of the Securities other than any preliminary prospectus, the Prospectus, any issuer free writing prospectus or any other materials permitted by the 1933 Act.

(xliv) Restrictions on Distributions . No subsidiary of the Company is currently prohibited, directly or indirectly, from paying any distributions to the Company or the Operating Partnership or from making any other distribution on such subsidiary’s equity interests, except (A) pursuant to the agreements set forth in Schedule E and (B) as described in or contemplated by the Prospectus and as prohibited by applicable law.

(xlv) Prior Sales of Common Stock . Except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, the Company has not sold, issued or distributed any shares of Common Stock.

(xlvi) No Equity Awards . Except for grants disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, the Company has not granted to any person or entity a stock option or other equity-based award to purchase or receive Common Stock or OP Units pursuant to an equity-based compensation plan or otherwise.

(xlvii) No Finder’s Fees . Except for the Underwriters’ discounts and commissions payable by the Company to the Underwriters in connection with the offering of the Securities contemplated herein or as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, the Company has not incurred any liability for any brokerage commission, finder’s fees or similar payments in connection with the offering of the Securities contemplated hereby.

(xlviii) Approval of Listing . The Securities have been approved for listing on the NYSE, subject to official notice of issuance.

(xlix) Absence of Certain Relationships . No relationship, direct or indirect, exists between or among the Company or its subsidiaries, on the one hand, and the directors, director nominees, officers or stockholders of the Company, on the other hand, which is required to be described in the Registration Statement, the General Disclosure Package or the Prospectus which is not so described. The Company has not, directly or indirectly, including through any of its subsidiaries, extended credit, arranged to extend credit, or renewed any extension of credit, in the form of a personal loan, to or for any executive officer of the Company or the Operating Partnership, or to or for any family member or affiliate of any director or executive officer of the Company or the Operating Partnership.

(l) No Integration . Neither the Company nor the Operating Partnership has sold or issued any securities that would be integrated with the offering of the Securities pursuant to the 1933 Act and the 1933 Act Regulations or the interpretations thereof by the Commission.

(li) Lending Relationship . Except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, the Company (i) does not have any material lending or other relationship with any bank or lending affiliate of any Underwriter and (ii) does not intend to use any of the proceeds from the sale of the Securities to repay any outstanding debt owed to any affiliate of any Underwriter.

(lii) No FINRA Affiliations . There are no affiliations or associations between any member of FINRA and any of the Company’s officers, directors, director nominees or 5% or greater securityholders.

(liii) Statistical and Market-Related Data . Any statistical and market-related data included in the Registration Statement, the General Disclosure Package or the Prospectus are based on or derived from sources that the Company believes to be reliable and accurate, and, to the extent required, the Company has obtained the written consent to the use of such data from such sources.

(c) Officer’s Certificates . Any certificate signed by any officer of the Company or any of its subsidiaries delivered to the Representatives or to counsel for the Underwriters shall be deemed a representation and warranty by the Company and the Operating Partnership to each Underwriter as to the matters covered thereby.

SECTION 2. Sale and Delivery to Underwriters; Closing .

(a) Initial Securities . On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company agrees to sell to each Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from the Company, at the price per share set forth in Schedule A, the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter, plus any additional number of Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, subject, in each case, to such adjustments among the Underwriters as the Representatives in their sole discretion shall make to eliminate any sales or purchases of fractional shares.

(b) Option Securities . In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional shares of Common Stock, as set forth in Schedule A, at the price per share set forth in Schedule A, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted may be exercised for 30 days after the date hereof and may be exercised in whole or in part at any time from time to time upon notice by the Representatives to the Company setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “ Date of Delivery ”) shall be determined by the Representatives, but shall not be later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the total number of Initial Securities, subject,

in each case, to such adjustments as the Representatives in their sole discretion shall make to eliminate any sales or purchases of fractional shares.

(c) Payment . Payment of the purchase price for, and delivery of certificates for, the Initial Securities shall be made at the offices of Hunton & Williams LLP, Riverfront Plaza, East Tower, Suite 200, 951 East Byrd Street, Richmond, Virginia 23219-4074, or at such other place as shall be agreed upon by the Representatives and the Company, at 9:00 A.M. (New York City time) on the third (fourth, if the pricing occurs after 4:30 P.M. (New York City time) on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10 hereof), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives and the Company (such time and date of payment and delivery being herein called “ Closing Time ”). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for, such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives and the Company, on each Date of Delivery as specified in the notice from the Representatives to the Company. Payment shall be made to the Company by wire transfer of immediately available funds to a bank account designated by the Company against delivery to the Representatives for the respective accounts of the Underwriters of certificates for the Securities to be purchased by them. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial Securities and the Option Securities, if any, which it has agreed to purchase. The Representatives, individually and not as representatives of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Initial Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder.

SECTION 3. Covenants of the Company and the Operating Partnership . The Company and the Operating Partnership, jointly and severally, covenant with each Underwriter as follows:

(a) Compliance with Securities Regulations and Commission Requests . The Company, subject to Section 3(b) hereof, will comply with the requirements of Rule 430A, and will notify the Representatives as soon as reasonably possible, and confirm the notice in writing, (i) when any post-effective amendment to the Registration Statement shall become effective or any amendment or supplement to the Prospectus shall have been filed, (ii) of the receipt of any comments from the Commission, (iii) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or for additional information, (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or any post-effective amendment or of any order preventing or suspending the use of any preliminary prospectus or the Prospectus, or of the suspension of the qualification of the Securities for offering or sale in any jurisdiction, or of the initiation or threatening of any proceedings for any of such purposes or of any examination pursuant to Section 8(e) of the 1933 Act concerning the Registration Statement and (v) if the Company becomes the subject of a proceeding under Section 8A of the 1933 Act in connection with the offering of the Securities. The Company will effect all filings required under Rule 424(b), in the manner and within the time period required by Rule 424(b) (without reliance on Rule 424(b)(8)), and will take such steps as it deems necessary to ascertain promptly whether the form of prospectus transmitted for filing under Rule 424(b) was received for filing by the Commission and, in the event that it was not, it will promptly file such prospectus. The Company will make every reasonable effort to prevent the issuance of any stop order, prevention or suspension and, if any such order is issued, to obtain the lifting thereof at the earliest possible moment.

(b) Continued Compliance with Securities Laws . The Company will comply with the 1933 Act and the 1933 Act Regulations so as to permit the completion of the distribution of the Securities as contemplated in this Agreement and in the Registration Statement, the General Disclosure Package and the Prospectus. If at any time when a prospectus relating to the Securities is (or, but for the exception afforded by Rule 172 of the 1933 Act Regulations (“ Rule 172 ”), would be) required by the 1933 Act to be delivered in connection with sales of the Securities, any event shall occur or condition shall exist as a result of which it is necessary, in the opinion of counsel for the Underwriters or for the Company, to (i) amend the Registration Statement in order that the Registration Statement will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) amend or supplement the General Disclosure Package or the Prospectus in order that the General Disclosure Package or the Prospectus, as the case may be, will not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein not misleading in the light of the circumstances existing at the time it is delivered to a purchaser or (iii) amend the Registration Statement or amend or supplement the General Disclosure Package or the Prospectus, as the case may be, in order to comply with the requirements of the 1933 Act or the 1933 Act Regulations, the Company will (A) promptly give the Representatives notice of such event, (B) furnish the Representatives with copies of any such documents prior to such proposed filing or use, as the case may be, (C) promptly prepare any amendment or supplement as may be necessary to correct such statement or omission or to make the Registration Statement, the General Disclosure Package or the Prospectus comply with such requirements and, a reasonable amount of time prior to any proposed filing or use, furnish the Representatives with copies of any such amendment or supplement and (D) promptly file with the Commission any such amendment or supplement; provided that the Company shall not file or use any such amendment or supplement to which the Representatives or counsel for the Underwriters shall reasonably object. The Company will furnish to the Underwriters such number of copies of such amendment or supplement as the Underwriters may request. The Company has given the Representatives notice of any filings made pursuant to the 1934 Act or the 1934 Act Regulations within 48 hours prior to the Applicable Time; the Company will give the Representatives notice of its intention to make any such filing from the Applicable Time to the Closing Time and will furnish the Representatives with copies of any such documents a reasonable amount of time prior to such proposed filing, as the case may be, and will not file or use any such document to which the Representatives or counsel for the Underwriters shall reasonably object.

(c) Delivery of Registration Statements . The Company has furnished or will deliver to the Representatives and counsel for the Underwriters, without charge, signed copies of the Registration Statement as originally filed and each amendment thereto (including exhibits filed therewith) and signed copies of all consents and certificates of experts, and will also deliver to the Representatives, without charge, a conformed copy of the Registration Statement as originally filed and each amendment thereto (without exhibits) for each of the Underwriters. The copies of the Registration Statement and each amendment thereto furnished to the Underwriters will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to EDGAR, except to the extent permitted by Regulation S-T.

(d) Delivery of Prospectuses . The Company has delivered to each Underwriter, without charge, as many copies of each preliminary prospectus as such Underwriter reasonably requested, and the Company hereby consents to the use of such copies for purposes permitted by the 1933 Act. The Company will furnish to each Underwriter, without charge, during the period when a prospectus relating to the Securities is (or, but for the exception afforded by Rule 172, would be) required to be delivered under the 1933 Act, such number of copies of the Prospectus (as amended or supplemented) as such Underwriter may reasonably request. The Prospectus and any amendments or supplements thereto furnished to the Underwriters will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to EDGAR, except to the extent permitted by Regulation S-T.

(e) Delivery of Formation Transaction Documents . The Company will deliver to the Representatives a true and correct copy of each of the executed Formation Transaction Documents, together with all related agreements and all schedules and exhibits thereto, promptly upon its execution.

(f) Blue Sky Qualifications . The Company will use its best efforts, in cooperation with the Underwriters, to qualify the Securities for offering and sale under the applicable securities laws of such states and other jurisdictions (domestic or foreign) as the Representatives may designate and to maintain such qualifications in effect so long as required to complete the distribution of the Securities; provided, however , that the Company shall not be obligated to file any general consent to service of process or to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so qualified or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject.

(g) Rule 158 . The Company will timely file such reports pursuant to the 1934 Act as are necessary in order to make generally available to its securityholders as soon as practicable an earnings statement for the purposes of, and to provide to the Underwriters the benefits contemplated by, the last paragraph of Section 11(a) of the 1933 Act.

(h) Use of Proceeds . The Company will use the net proceeds received by it from the sale of the Securities in the manner specified in the Registration Statement, the General Disclosure Package and the Prospectus under “Use of Proceeds.”

(i) Listing . The Company will use its best efforts to effect and maintain the listing of the Common Stock (including the Securities) on the NYSE.

(j) Restriction on Sale of Securities . During a period of 180 days from the date of the Prospectus, the Company will not, without the prior written consent of Baird, BMO and Janney, (i) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or file any registration statement under the 1933 Act with respect to any of the foregoing (except for a registration statement on Form S-8 relating to the Company’s equity incentive plan) or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to: (A) the Securities to be sold hereunder; (B) any shares of Common Stock issued by the Company upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus; (C) any shares of Common Stock issued or options to purchase Common Stock granted, as referred to in the Registration Statement, the General Disclosure Package and the Prospectus, pursuant to existing employee benefit or equity compensation plans of the Company; (D) any shares of Common Stock issued, as referred to in the Registration Statement, the General Disclosure Package and the Prospectus, pursuant to any non-employee director stock plan; or (E) shares of Common Stock transferred in order to comply with the ownership limitations set forth in Article VI of the Company’s charter.

(k) Reporting Requirements . The Company, during the period when a Prospectus relating to the Securities is (or, but for the exception afforded by Rule 172, would be) required to be delivered under the 1933 Act, will file all documents required to be filed with the Commission pursuant to the 1934 Act within the time periods required by the 1934 Act and the 1934 Act Regulations. Additionally, the

Company shall report the use of proceeds from the issuance of the Securities as may be required under Rule 463 under the 1933 Act.

(l) Issuer Free Writing Prospectuses . The Company agrees that, unless it obtains the prior written consent of the Representatives, it will not make any offer relating to the Securities that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a “free writing prospectus,” or a portion thereof, required to be filed by the Company with the Commission or retained by the Company under Rule 433; provided that the Representatives will be deemed to have consented to the Issuer Free Writing Prospectuses listed on Schedule B-2 hereto and any “road show that is a written communication” within the meaning of Rule 433(d)(8)(i) that has been reviewed by the Representatives. The Company represents that it has treated or agrees that it will treat each such free writing prospectus consented to, or deemed consented to, by the Representatives as an “issuer free writing prospectus,” as defined in Rule 433, and that it has complied and will comply with the applicable requirements of Rule 433 with respect thereto, including timely filing with the Commission where required, legending and record keeping. If at any time following issuance of an Issuer Free Writing Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicted or would conflict with the information contained in the Registration Statement, any preliminary prospectus or the Prospectus or included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at that subsequent time, not misleading, the Company will promptly notify the Representatives and will promptly amend or supplement, at its own expense, such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement or omission.

(m) Testing-the-Waters Communications . If at any time following the distribution of any Written Testing-the-Waters Communication there occurred or occurs an event or development as a result of which such Written Testing-the-Waters Communication included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at that subsequent time, not misleading, the Company will promptly notify the Representatives and will promptly amend or supplement, at its own expense, such Written Testing-the-Waters Communication to eliminate or correct such untrue statement or omission.

(n) Emerging Growth Company Status . The Company will promptly notify the Representatives if the Company ceases to be an Emerging Growth Company at any time prior to the later of (i) completion of the distribution of the Securities within the meaning of the 1933 Act and (ii) completion of the 180-day restricted period referred to in Section 3(j) hereof.

(o) Absence of Manipulation . Except as contemplated herein or in the General Disclosure Package and the Prospectus, each of the Company and the Operating Partnership will not take, directly or indirectly, any action designed to or that would constitute or that might reasonably be expected to cause or result in, stabilization or manipulation of the price of any securities of the Company to facilitate the sale or resale of the Securities.

(p) Qualification and Taxation as a REIT . The Company will use its best efforts to meet the requirements for qualification and taxation as a REIT under the Code for its short taxable year ending December 31, 2014, and the Company will use its best efforts to continue to qualify for taxation as a REIT under the Code and will not take any action to revoke or otherwise terminate the Company’s REIT election, unless the Company’s board of directors determines in good faith that it is no longer in the best interests of the Company to be so qualified.

(q) Sarbanes-Oxley . The Company will comply in all material respects with all applicable provisions of the Sarbanes-Oxley Act that are in effect.

(r) Notification of Material Events . The Company, during the period when the Prospectus is (or but for the exemption in Rule 172 would be) required to be delivered under the 1933 Act or the 1934 Act, shall notify the Representatives of the occurrence of any material events respecting its (including those of the Operating Partnership) activities, affairs or condition, financial or otherwise, if, but only if, as a result of any such event it is necessary, in the opinion of counsel, to amend or supplement the Prospectus in order to make the Prospectus not misleading in the light of the circumstances existing at the time it is (or but for the exemption in Rule 172 would be) delivered to a purchaser, and the Company will forthwith supply such information as shall be necessary in the opinion of counsel to the Company and the Underwriters for the Company to prepare any necessary amendment or supplement to the Prospectus so that, as so amended or supplemented, the Prospectus will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at the time it is (or but for the exemption in Rule 172 would be) delivered to a purchaser, not misleading.

SECTION 4. Payment of Expenses .

(a) Expenses . The Company will pay or cause to be paid all expenses incident to the performance of its obligations under this Agreement, including: (i) the preparation, printing and filing of the Registration Statement (including financial statements and exhibits) as originally filed and each amendment thereto; (ii) the preparation, printing and delivery to the Underwriters of copies of each preliminary prospectus, each Issuer Free Writing Prospectus and the Prospectus and any amendments or supplements thereto and any costs associated with electronic delivery of any of the foregoing by the Underwriters to investors; (iii) the preparation, issuance and delivery of the certificates for the Securities to the Underwriters, including any stock or other transfer taxes and any stamp or other duties payable upon the sale, issuance or delivery of the Securities to the Underwriters; (iv) the fees and disbursements of the Company’s counsel, accountants and other advisors; (v) the qualification of the Securities under securities laws in accordance with the provisions of Section 3(f) hereof, including filing fees and the reasonable fees and disbursements of counsel for the Underwriters not to exceed $10,000 in connection therewith and in connection with the preparation of the Blue Sky Survey and any supplement thereto; (vi) the fees and expenses of any transfer agent or registrar for the Securities; (vii) the costs and expenses of the Company relating to investor presentations on any “road show” undertaken in connection with the marketing of the Securities, including without limitation, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations, the cost of travel and lodging expenses of the representatives and officers of the Company and any such consultants, and one-half the cost of aircraft and other transportation chartered in connection with the road show; (viii) the filing fees incident to, and the reasonable fees and disbursements of counsel to the Underwriters not to exceed $10,000 in connection with, the review by FINRA of the terms of the sale of the Securities; (ix) the fees and expenses incurred in connection with the listing of the Securities on the NYSE; and (x) the costs and expenses (including, without limitation, any damages or other amounts payable in connection with legal or contractual liability) associated with the reforming of any contracts for sale of the Securities made by the Underwriters caused by a breach of the representation contained in the third sentence of Section 1(a)(ii) hereof. Except as explicitly provided in this Section 4(a), Sections 4(b), 6 and 7, the Underwriters shall pay their own expenses, including the fees and disbursements of their counsel and other advisors.

(b) Termination of Agreement . If this Agreement is terminated by the Representatives in accordance with the provisions of Sections 5 or 9(a)(i) or (iii) hereof, the Company shall reimburse the

Underwriters for all of their out-of-pocket expenses, including the reasonable fees and disbursements of counsel for the Underwriters.

SECTION 5. Conditions of Underwriters’ Obligations . The obligations of the several Underwriters hereunder are subject to the accuracy of the representations and warranties of the Company and the Operating Partnership contained herein or in certificates of any officer of the Company or the Operating Partnership or any of their subsidiaries delivered pursuant to the provisions hereof, to the performance by the Company and the Operating Partnership of their respective covenants and other obligations hereunder, and to the following further conditions:

(a) Effectiveness of Registration Statement; Rule 430A Information . The Registration Statement, including any Rule 462(b) Registration Statement, has become effective and at Closing Time no stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued under the 1933 Act, no order preventing or suspending the use of any preliminary prospectus or the Prospectus has been issued and no proceedings for any of those purposes have been instituted or are pending or, to the Company’s knowledge, contemplated; and the Company has complied with each request (if any) from the Commission for additional information. A prospectus containing the Rule 430A Information shall have been filed with the Commission in the manner and within the time frame required by Rule 424(b) without reliance on Rule 424(b)(8) or a post-effective amendment providing such information shall have been filed with, and declared effective by, the Commission in accordance with the requirements of Rule 430A.

(b) Opinion of Counsel for the Company and the Operating Partnership . At the Closing Time, the Representatives shall have received the favorable opinion, dated the Closing Time, of Morrison & Foerster LLP, counsel for the Company and the Operating Partnership, in form and substance reasonably satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters, to the effect set forth in Exhibit A hereto.

(c) Opinion of Tax Counsel for Company and the Operating Partnership . At the Closing Time, the Representatives shall have received the favorable opinion, dated as of the Closing Time, of Morrison & Foerster LLP, tax counsel for the Company and the Operating Partnership, in form and substance reasonably satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters, to the effect set forth in Exhibit B hereto.

(d) Opinion of Counsel for Underwriters . At the Closing Time, the Representatives shall have received the favorable opinion, dated the Closing Time, of Hunton & Williams LLP, counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters, with respect to such matters as the Underwriters may reasonably request.

(e) Officers’ Certificate . At the Closing Time, there shall not have been, since the date hereof or since the respective dates as of which information is given in the General Disclosure Package or the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company, the Predecessor Entities and their respective subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, and the Representatives shall have received a certificate of the Chief Executive Officer and the Chief Financial Officer of the Company, dated the Closing Time, to the effect that: (i) there has been no such material adverse change; (ii) the representations and warranties in Section 1(a) hereof are true and correct with the same force and effect as though expressly made at and as of the Closing Time; (iii) each of the Company and the Operating Partnership has complied with all agreements and satisfied all conditions on its part to be performed or satisfied at or prior to the Closing Time; and (iv) no stop order suspending the effectiveness of the Registration Statement under the 1933 Act has been issued, no order preventing or

suspending the use of any preliminary prospectus or the Prospectus has been issued and no proceedings for any of those purposes have been instituted or are pending or, to their knowledge, contemplated.

(f) Certificates of Chief Financial Officer . The Representatives shall have received certificates of the Chief Financial Officer of the Company, dated as of the Applicable Time and as of the Closing Time, certifying to the matters set forth on Exhibit C hereto.

(g) Accountant’s Comfort Letter . At the time of the execution of this Agreement, the Representatives shall have received from PricewaterhouseCoopers LLP a letter, dated such date, in form and substance satisfactory to the Representatives, together with signed or reproduced copies of such letter for each of the other Underwriters containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information contained in the Registration Statement, the General Disclosure Package and the Prospectus.

(h) Bring-down Comfort Letter . At the Closing Time, the Representatives shall have received from PricewaterhouseCoopers LLP a letter, dated as of the Closing Time, to the effect that they reaffirm the statements made in the letter furnished pursuant to subsection (g) of this Section, except that the specified date referred to shall be a date not more than three business days prior to the Closing Time.

(i) Approval of Listing . At the Closing Time, the Securities shall have been approved for listing on the NYSE, subject only to official notice of issuance.

(j) No Objection . FINRA has confirmed that it has not raised any objection with respect to the fairness and reasonableness of the underwriting terms and arrangements relating to the offering of the Securities.

(k) Lock-up Agreements . At the date of this Agreement, the Representatives shall have received an agreement substantially in the form of Exhibit D hereto signed by the persons listed on Schedule D hereto.

(l) No Amendments or Supplements . No amendment or supplement to the Registration Statement, the Prospectus, any preliminary prospectus or any Issuer Free Writing Prospectus shall be filed to which the Underwriters shall have reasonably objected in writing.

(m) Completion of Formation Transactions . All of the transactions which are to occur to consummate the Formation Transactions shall have been consummated on terms reasonably satisfactory to the Representatives and evidence thereof shall have been received by the Representatives.

(n) Conditions to Purchase of Option Securities . In the event that the Underwriters exercise their option provided in Section 2(b) hereof to purchase all or any portion of the Option Securities, the representations and warranties of the Company and the Operating Partnership contained herein and the statements in any certificates furnished by the Company and any of their subsidiaries hereunder shall be true and correct as of each Date of Delivery and, at the relevant Date of Delivery, the Representatives shall have received:

(i) Officers’ Certificate . A certificate, dated such Date of Delivery, of the Chief Executive Officer of the Company and the Chief Financial Officer of the Company confirming that the certificate delivered at the Closing Time pursuant to Section 5(f) hereof remains true and correct as of such Date of Delivery.

(ii) Opinion of Counsel for the Company and the Operating Partnership . The favorable opinion of Morrison & Foerster LLP, counsel for the Company and the Operating Partnership, in form and substance reasonably satisfactory to counsel for the Underwriters, dated such Date of Delivery, relating to the Option Securities to be purchased on such Date of Delivery and otherwise to the same effect as the opinion required by Section 5(b) hereof.

(iii) Opinion of Tax Counsel for Company and the Operating Partnership . The favorable opinion of Morrison & Foerster LLP, tax counsel for the Company and the Operating Partnership, in form and substance reasonably satisfactory to counsel for the Underwriters, dated such Date of Delivery, relating to the Option Securities to be purchased on such Date of Delivery and otherwise to the same effect as the opinion required by Section 5(c) hereof.

(v) Opinion of Counsel for Underwriters . If requested by the Representatives, the favorable opinion of Hunton & Williams LLP, counsel for the Underwriters, dated such Date of Delivery, relating to the Option Securities to be purchased on such Date of Delivery and otherwise to the same effect as the opinion required by Section 5(d) hereof.

(vi) Bring-down Comfort Letter . A letter from PricewaterhouseCoopers LLP, in form and substance satisfactory to the Representatives and dated such Date of Delivery, substantially in the same form and substance as the letter furnished to the Representatives pursuant to Section 5(h) hereof, except that the “specified date” in the letter furnished pursuant to this paragraph shall be a date not more than three business days prior to such Date of Delivery.

(o) Additional Documents . At the Closing Time and at each Date of Delivery (if any) counsel for the Underwriters shall have been furnished with such documents and opinions as they may require for the purpose of enabling them to pass upon the issuance and sale of the Securities as herein contemplated, or in order to evidence the accuracy of any of the representations or warranties, or the fulfillment of any of the conditions, herein contained; and all proceedings taken by the Company in connection with the issuance and sale of the Securities as herein contemplated shall be satisfactory in form and substance to the Representatives and counsel for the Underwriters.

(p) Termination of Agreement . If any condition specified in this Section shall not have been fulfilled when and as required to be fulfilled, this Agreement, or, in the case of any condition to the purchase of Option Securities on a Date of Delivery which is after the Closing Time, the obligations of the several Underwriters to purchase the relevant Option Securities, may be terminated by the Representatives by notice to the Company at any time at or prior to Closing Time or such Date of Delivery, as the case may be, and such termination shall be without liability of any party to any other party except as provided in Section 4 hereof and except that Sections 1, 6, 7, 8, 11, 12, 13, 14 and 15 hereof shall survive any such termination and remain in full force and effect.

SECTION 6. Indemnification .

(a) Indemnification of Underwriters . The Company and the Operating Partnership agree, jointly and severally, to indemnify and hold harmless each Underwriter, its affiliates (as such term is defined in Rule 501(b) under the 1933 Act (each, an “ Affiliate ”)), its selling agents and each person, if any, who controls any Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act as follows:

(i) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), including the Rule 430A

Information, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or arising out of any untrue statement or alleged untrue statement of a material fact included in (A) any preliminary prospectus, any Issuer Free Writing Prospectus, any Written Testing-the-Waters Communication, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto), or (B) any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Securities (“ Marketing Materials ”), including any road show or investor presentation made to investors by the Company (whether in person or electronically), or the omission or alleged omission in any preliminary prospectus, Issuer Free Writing Prospectus, any Written Testing-the-Waters Communication, the Prospectus or in Marketing Materials of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading;

(ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 6(d) hereof below) any such settlement is effected with the written consent of the Company; and

(iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of one counsel chosen by the Representatives), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above;

provided, however , that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in the Registration Statement (or any amendment thereto), including the Rule 430A Information, any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with the Underwriter Information.

(b) Indemnification of Company and Directors and Officers . Each Underwriter severally agrees to indemnify and hold harmless the Company, the Operating Partnership, the Company’s directors, each of the Company’s officers who signed the Registration Statement, and each person, if any, who controls either the Company or the Operating Partnership within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act, against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a) of this Section, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), including the Rule 430A Information, any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with the Underwriter Information.

(c) Actions against Parties; Notification . Each indemnified party shall give notice as promptly as reasonably practicable to each indemnifying party of any action commenced against it in respect of which indemnity may be sought hereunder, but failure to so notify an indemnifying party shall not relieve such indemnifying party from any liability hereunder to the extent it is not materially prejudiced as a result thereof and in any event shall not relieve it from any liability which it may have otherwise than on account of this indemnity agreement. In the case of parties indemnified pursuant to

Section 6(a) hereof above, counsel to the indemnified parties shall be selected by the Representatives, and, in the case of parties indemnified pursuant to Section 6(b) hereof above, counsel to the indemnified parties shall be selected by the Company. An indemnifying party may participate at its own expense in the defense of any such action; provided, however , that counsel to the indemnifying party shall not (except with the consent of the indemnified party) also be counsel to the indemnified party. In no event shall the indemnifying parties be liable for fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for all indemnified parties in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances. No indemnifying party shall, without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever in respect of which indemnification or contribution could be sought under this Section 6 or Section 7 hereof (whether or not the indemnified parties are actual or potential parties thereto), unless such settlement, compromise or consent (i) includes an unconditional release of each indemnified party from all liability arising out of such litigation, investigation, proceeding or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party.

(d) Settlement without Consent if Failure to Reimburse . If at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section 6(a)(ii) hereof or settlement of any claim in connection with any violation referred to in Section 6(e) hereof effected without its written consent if (i) such settlement is entered into more than 45 days after receipt by such indemnifying party of the aforesaid request, (ii) such indemnifying party shall have received notice of the terms of such settlement at least 30 days prior to such settlement being entered into and (iii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement.

SECTION 7. Contribution . If the indemnification provided for in Section 6 hereof is for any reason unavailable to or insufficient to hold harmless an indemnified party in respect of any losses, liabilities, claims, damages or expenses referred to therein, then each indemnifying party shall contribute to the aggregate amount of such losses, liabilities, claims, damages and expenses incurred by such indemnified party, as incurred, (i) in such proportion as is appropriate to reflect the relative benefits received by the Company and the Operating Partnership, on the one hand, and the Underwriters, on the other hand, from the offering of the Securities pursuant to this Agreement or (ii) if the allocation provided by clause (i) is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Company and the Operating Partnership, on the one hand, and of the Underwriters, on the other hand, in connection with the statements or omissions, or in connection with any violation of the nature referred to in Section 6(e) hereof, which resulted in such losses, liabilities, claims, damages or expenses, as well as any other relevant equitable considerations.

The relative benefits received by the Company and the Operating Partnership, on the one hand, and the Underwriters, on the other hand, in connection with the offering of the Securities pursuant to this Agreement shall be deemed to be in the same respective proportions as the total net proceeds from the offering of the Securities pursuant to this Agreement (before deducting expenses) received by the Company and the Operating Partnership, on the one hand, and the total underwriting discount received by the Underwriters, on the other hand, in each case as set forth on the cover of the Prospectus, bear to the aggregate initial public offering price of the Securities as set forth on the cover of the Prospectus.

The relative fault of the Company and the Operating Partnership, on the one hand, and the Underwriters, on the other hand, shall be determined by reference to, among other things, whether any such untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by the Company and the Operating Partnership or by the Underwriters and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission or any violation of the nature referred to in Section 6(e) hereof.

The Company, the Operating Partnership and the Underwriters agree that it would not be just and equitable if contribution pursuant to this Section 7 were determined by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to above in this Section 7. The aggregate amount of losses, liabilities, claims, damages and expenses incurred by an indemnified party and referred to above in this Section 7 shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue or alleged untrue statement or omission or alleged omission.

Notwithstanding the provisions of this Section 7, no Underwriter shall be required to contribute any amount in excess of the underwriting discounts and commissions received by such Underwriter in connection with the Securities underwritten by it and distributed to the public.

No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the 1933 Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation.

For purposes of this Section 7, each person, if any, who controls an Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act and each Underwriter’s Affiliates and selling agents shall have the same rights to contribution as such Underwriter, and each director of the Company, each officer of the Company who signed the Registration Statement, and each person, if any, who controls the Company or the Operating Partnership within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act shall have the same rights to contribution as the Company or the Operating Partnership. The Underwriters’ respective obligations to contribute pursuant to this Section 7 are several in proportion to the number of Initial Securities set forth opposite their respective names in Schedule A hereto and not joint.

The provisions of this Section shall not affect any agreement among the Company and the Operating Partnership with respect to contribution.

SECTION 8. Representations, Warranties and Agreements to Survive . All representations, warranties and agreements contained in this Agreement or in certificates of officers of the Company or any of its subsidiaries submitted pursuant hereto, shall remain operative and in full force and effect regardless of (i) any investigation made by or on behalf of any Underwriter or its Affiliates or selling agents, any person controlling any Underwriter, its officers or directors, any person controlling the Company or the Operating Partnership and (ii) delivery of and payment for the Securities.

SECTION 9. Termination of Agreement .

(a) Termination . The Representatives may terminate this Agreement, by notice to the Company, at any time at or prior to the Closing Time (i) if there has been, in the judgment of the Representatives, since the time of execution of this Agreement or since the respective dates as of which information is given in the Registration Statement, the General Disclosure Package or the Prospectus, any

material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the Representatives, impracticable or inadvisable to proceed with the completion of the offering or to enforce contracts for the sale of the Securities, or (iii) if trading in any securities of the Company has been suspended or materially limited by the Commission or the NYSE, or (iv) if trading generally on the NYSE Amex or the NYSE or in the Nasdaq Global Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by order of the Commission, FINRA or any other governmental authority, or (v) a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States or with respect to Clearstream or Euroclear systems in Europe, or (vi) if a banking moratorium has been declared by either Federal or New York authorities.

(b) Liabilities . If this Agreement is terminated pursuant to this Section, such termination shall be without liability of any party to any other party except as provided in Section 4 hereof; provided that Sections 1, 6, 7, 8, 11, 12, 13, 14 and 15 shall survive such termination and remain in full force and effect.

SECTION 10. Default by One or More of the Underwriters . If one or more of the Underwriters shall fail at Closing Time or a Date of Delivery to purchase the Securities which it or they are obligated to purchase under this Agreement (the “ Defaulted Securities ”), the Representatives shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representatives shall not have completed such arrangements within such 24-hour period, then:

(i) if the number of Defaulted Securities does not exceed 10% of the number of Securities to be purchased on such date, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Underwriters, or

(ii) if the number of Defaulted Securities exceeds 10% of the number of Securities to be purchased on such date, this Agreement or, with respect to any Date of Delivery which occurs after the Closing Time, the obligation of the Underwriters to purchase, and the Company to sell, the Option Securities to be purchased and sold on such Date of Delivery shall terminate without liability on the part of any non-defaulting Underwriter.

No action taken pursuant to this Section shall relieve any defaulting Underwriter from liability in respect of its default.

In the event of any such default which does not result in a termination of this Agreement or, in the case of a Date of Delivery which is after the Closing Time, which does not result in a termination of the obligation of the Underwriters to purchase and the Company to sell the relevant Option Securities, as the case may be, either the (i) Representatives or (ii) the Company shall have the right to postpone Closing Time or the relevant Date of Delivery, as the case may be, for a period not exceeding seven days in order to effect any required changes in the Registration Statement, the General Disclosure Package or the

Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 10.

SECTION 11. Notices . All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given if mailed or transmitted by any standard form of telecommunication. Notices to the Underwriters shall be directed to at , Attention: , with a copy to (which shall not constitute notice) Hunton & Williams LLP, Riverfront Plaza, East Tower, Suite 200, 951 East Byrd Street, Richmond, Virginia 23219-4074, Fax: (804) 343-4580, Attention: David C. Wright; notices to the Company or the Operating Partnership shall be directed to 8670 Wolff Court, Suite 240, Westminster, Colorado 80031, Attention: Paul A. Pittman, with a copy to Morrison & Foerster LLP, 2000 Pennsylvania Avenue, NW, Suite 6000, Washington, D.C. 20006, Attention: John A. Good.

SECTION 12. No Advisory or Fiduciary Relationship . The Company and its subsidiaries acknowledge and agree that (a) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the initial public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and its subsidiaries, on the one hand, and the several Underwriters, on the other hand, (b) in connection with the offering of the Securities and the process leading thereto, each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company, any of its subsidiaries, or their respective stockholders, equity interest holders, creditors, employees or any other party, (c) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or its subsidiaries with respect to the offering of the Securities or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company or any of its subsidiaries on other matters) and no Underwriter has any obligation to the Company or any of its subsidiaries with respect to the offering of the Securities except the obligations expressly set forth in this Agreement, (d) the Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of each of the Company and its subsidiaries, and (e) none of the Underwriters or legal counsel for the Underwriters has provided any legal, accounting, regulatory or tax advice to the Company or its subsidiaries with respect to the offering of the Securities and the Company and its subsidiaries have consulted their own respective legal, accounting, regulatory and tax advisors to the extent they deemed appropriate.

SECTION 13. Parties . This Agreement shall each inure to the benefit of and be binding upon the Underwriters, the Company and the Operating Partnership and their respective successors. Nothing expressed or mentioned in this Agreement is intended or shall be construed to give any person, firm or corporation, other than the Underwriters, the Company and the Operating Partnership and their respective successors and the controlling persons and officers and directors referred to in Section 6 hereof and their heirs and legal representatives, any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision herein contained. This Agreement and all conditions and provisions hereof are intended to be for the sole and exclusive benefit of the Underwriters, the Company and the Operating Partnership and their respective successors, and said controlling persons and officers and directors and their heirs and legal representatives, and for the benefit of no other person, firm or corporation. No purchaser of Securities from any Underwriter shall be deemed to be a successor by reason merely of such purchase.

SECTION 14. Trial by Jury . The Company (on its behalf and, to the extent permitted by applicable law, on behalf of its stockholders and affiliates), the Operating Partnership and each of the Underwriters hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated hereby.

SECTION 15. GOVERNING LAW . THIS AGREEMENT AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF, THE STATE OF NEW YORK.

SECTION 16. TIME . TIME SHALL BE OF THE ESSENCE OF THIS AGREEMENT. EXCEPT AS OTHERWISE SET FORTH HEREIN, SPECIFIED TIMES OF DAY REFER TO NEW YORK CITY TIME.

SECTION 17. Counterparts . This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts shall together constitute one and the same Agreement.

SECTION 18. Effect of Headings . The Section headings herein are for convenience only and shall not affect the construction hereof.

If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Underwriters, the Company and the Operating Partnership in accordance with its terms.

	Very truly yours,


	FARMLAND PARTNERS INC.


	By:
		Name:
		Title:


	FARMLAND PARTNERS OPERATING PARTNERSHIP, LP


	By: Farmland Partners OP GP, LLC, its general partner


	By: Farmland Partners Inc., its sole member


	By:
	Name:
	Title:

[ Signature page to Underwriting Agreement .]

CONFIRMED AND ACCEPTED,
as of the date first above written:


ROBERT W. BAIRD & CO. INCORPORATED


By
Authorized Signatory


BMO CAPITAL MARKETS CORP.


By
Authorized Signatory


JANNEY MONTGOMERY SCOTT LLC


By
Authorized Signatory

For themselves and as Representatives of the other Underwriters named in Schedule A hereto.

[ Signature page to Underwriting Agreement .]

SCHEDULE A

The initial public offering price per share for the Securities shall be $ .

The purchase price per share for the Securities to be paid by the several Underwriters shall be $ , being an amount equal to the initial public offering price set forth above less $ per share, subject to adjustment in accordance with Section 2(b) hereof for dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities.

Name of Underwriter		Number of Initial Securities

Robert W. Baird & Co. Incorporated
BMO Capital Markets Corp.
Janney Montgomery Scott LLC
Stephens Inc.
Mitsubishi UFJ Securities (USA), Inc.
Total

Sch A-1

SCHEDULE B-1

Pricing Terms

1. The Company is selling shares of Common Stock.

2. The Company has granted an option to the Underwriters, severally and not jointly, to purchase up to an additional shares of Common Stock.

3. The initial public offering price per share for the Securities shall be $ .

SCHEDULE B-2

Free Writing Prospectuses

None.

SCHEDULE B-3

Written Testing-the-Waters Communication

None.

Sch B - 1

SCHEDULE C

List of Formation Transaction Documents

Merger Agreement

1. Merger Agreement by and among Farmland Partners Inc., Farmland Partners Operating Partnership, LP and FP Land LLC [ Exhibit 10.13 ]

Representation, Warranty and Indemnity Agreement

1. Representation, Warranty and Indemnity Agreement by and among Farmland Partners Inc., Farmland Partners Operating Partnership, LP, Paul A. Pittman and Jesse J. Hough [ Exhibit 10.12 ]

Sch C - 1

SCHEDULE D

List of Persons and Entities Subject to Lock-up

Paul A. Pittman

Luca Fabbri

Jesse J. Hough

Jay B. Bartels

Christopher A. Downey

O. Dean Jernigan

Darrell D. Sarff

Robert S. Solomon

Pittman Hough Farms LLC

Sch D - 1

SCHEDULE E

1. [Credit Agreement] dated , 2014, among Farmland Partners Operating Partnership, LP, as Borrower, Farmland Partners Inc., as , .

2. [Unconditional Guaranty Agreement] dated , 2014, .

Sch E - 1

Exhibit 3.1

FARMLAND PARTNERS INC.

ARTICLES OF AMENDMENT AND RESTATEMENT

Farmland Partners Inc., a Maryland corporation (the “Corporation”), hereby certifies to the State Department of Assessments and Taxation of Maryland (the “SDAT”) that:

FIRST : The Corporation desires to amend and restate its charter as currently in effect and as hereinafter amended.

SECOND : The provisions of the charter of the Corporation, which are now in effect and as amended hereby in accordance with the Maryland General Corporation Law, or any successor statute (the “MGCL”), are as follows:

ARTICLE I

INCORPORATION

Luca Fabbri, whose address is 8670 Wolff Court, Suite 240, Westminster, Colorado 80031, being at least 18 years of age, formed a corporation under the general laws of the State of Maryland on September 27, 2013.

ARTICLE II

NAME

The name of the Corporation is Farmland Partners Inc.

ARTICLE III

PURPOSE

The purposes for which the Corporation is formed are to engage in any lawful act or activity (including, without limitation or obligation, engaging in business as a REIT (as hereinafter defined) under the Internal Revenue Code of 1986, as amended, or any successor statute (the “Code”)) for which corporations may be organized under the general laws of the State of Maryland as now or hereafter in force. For purposes of these Articles of Amendment and Restatement of the Corporation (the “Charter”), “REIT” means a real estate investment trust under Sections 856 through 860 of the Code.

ARTICLE IV

PRINCIPAL OFFICE IN MARYLAND AND RESIDENT AGENT

The address of the principal office of the Corporation in the State of Maryland is c/o National Corporate Research Ltd., 836 Park Avenue, Second Floor, Baltimore, Maryland 21201. The name and address of the resident agent of the Corporation in the State of Maryland are

National Corporate Research Ltd., 836 Park Avenue, Second Floor, Baltimore, Maryland 21201. The resident agent is a Maryland corporation.

ARTICLE V

PROVISIONS FOR DEFINING, LIMITING
AND REGULATING CERTAIN POWERS OF THE
CORPORATION AND OF THE STOCKHOLDERS AND DIRECTORS

Section 5.1 Number of Directors . The business and affairs of the Corporation shall be managed under the direction of the board of directors of the Corporation (the “Board of Directors”). The number of directors of the Corporation shall be one, which number may be increased or decreased only by the Board of Directors pursuant to the Bylaws of the Corporation (the “Bylaws”), but shall never be less than the minimum number required by the MGCL. The name of the director serving until the next annual meeting of stockholders and until his successor is duly elected and qualifies is Paul A. Pittman.

Any vacancy on the Board of Directors may be filled in the manner provided in the Bylaws. The Corporation, at such time as it becomes eligible to make the election provided for under Section 3-802 of the MGCL , elects that, in accordance with Section 3-804(c) of the MGCL, except as may be provided by the Board of Directors in setting the terms of any class or series of stock, any and all vacancies on the Board of Directors may be filled only by the affirmative vote of a majority of the remaining directors in office, even if the remaining directors do not constitute a quorum, and any director elected to fill a vacancy shall serve for the remainder of the full term of the directorship in which such vacancy occurred and until his or her successor is duly elected and qualifies.

Section 5.2 Extraordinary Actions . Except as specifically provided in Section 5.8 (relating to removal of directors) and in the last sentence of Article VIII, notwithstanding any provision of law permitting or requiring any action to be taken or approved by the affirmative vote of the holders of shares entitled to cast a greater number of votes, any such action shall be effective and valid if declared advisable by the Board of Directors and taken or approved by the affirmative vote of holders of shares entitled to cast a majority of all the votes entitled to be cast on the matter.

Section 5.3 Authorization by Board of Stock Issuance . The Board of Directors may authorize the issuance from time to time of shares of stock of the Corporation of any class or series, whether now or hereafter authorized, or securities or rights convertible into shares of its stock of any class or series, whether now or hereafter authorized, for such consideration as the Board of Directors may deem advisable (or without consideration in the case of a stock split or stock dividend), subject to such restrictions or limitations, if any, as may be set forth in the Charter or the Bylaws.

Section 5.4 Preemptive Rights and Appraisal Rights . Except as may be provided by the Board of Directors in setting the terms of classified or reclassified shares of stock pursuant to Section 6.4 or as may otherwise be provided by a contract approved by the Board of Directors, no holder of shares of stock of the Corporation shall, as such holder, have any preemptive right

to purchase or subscribe for any additional shares of stock of the Corporation or any other security of the Corporation which it may issue or sell. Holders of shares of stock shall not be entitled to exercise any rights of an objecting stockholder provided for under Title 3, Subtitle 2 of the MGCL or any successor statute unless the Board of Directors, upon affirmative vote of a majority of the Board of Directors, shall determine that such rights apply, with respect to all or any shares of all or any classes or series of stock, to one or more transactions occurring after the date of such determination in connection with which holders of such shares would otherwise be entitled to exercise such rights. Notwithstanding the foregoing, in the event the Corporation is subject to the Maryland Control Share Acquisition Act, holders of shares of stock of the Corporation shall be entitled to exercise rights of an objecting stockholder under Section 3-708(a) of the MGCL.

Section 5.5 Indemnification . (a) The Corporation shall have the power, to the maximum extent permitted by Maryland law in effect from time to time, to obligate itself to indemnify, and to pay or reimburse reasonable expenses in advance of final disposition of a proceeding without requiring a preliminary determination of the ultimate entitlement to indemnification to, (i) any individual who is a present or former director or officer of the Corporation or (ii) any individual who, while a director or officer of the Corporation and at the request of the Corporation, serves or has served as a director, officer, partner, trustee, member or manager of another corporation, real estate investment trust, partnership, joint venture, trust, limited liability company, employee benefit plan or any other enterprise from and against any claim or liability to which such person may become subject or which such person may incur by reason of his or her service in any of the foregoing capacities. The Corporation shall have the power, with the approval of the Board of Directors, to provide such indemnification and advancement of expenses to a person who served a predecessor of the Corporation in any of the capacities described in (i) or (ii) above and to any employee or agent of the Corporation or a predecessor of the Corporation.

(b) The Corporation may, to the fullest extent permitted by law, purchase and maintain insurance on behalf of any person described in the preceding paragraph against any liability which may be asserted against such person.

(c) The indemnification provided herein shall not be deemed to limit the right of the Corporation to indemnify any other person for any such expenses to the maximum extent permitted by law, nor shall it be deemed exclusive of any other rights to which any person seeking indemnification from the Corporation may be entitled under any agreement, vote of stockholders or disinterested directors, or otherwise, both as to action in such person’s official capacity and as to action in another capacity while holding such office.

Section 5.6 Determinations by Board . The determination as to any of the following matters, made by or pursuant to the direction of the Board of Directors consistent with the Charter, shall be final and conclusive and shall be binding upon the Corporation and every holder of shares of its stock: the amount of the net income of the Corporation for any period and the amount of assets at any time legally available for the payment of dividends, redemption of its stock or the payment of other distributions on its stock; the amount of paid-in surplus, net assets, other surplus, annual or other net profit, cash flow, funds from operations, net assets in excess of capital, undivided profits or excess of profits over losses on sales of assets; the amount, purpose,

time of creation, increase or decrease, alteration or cancellation of any reserves or charges and the propriety thereof (whether or not any obligation or liability for which such reserves or charges shall have been created shall have been paid or discharged); any interpretation or resolution of any ambiguity with respect to any provision in the Charter (including any of the terms, preferences, conversion or other rights, voting powers or rights, restrictions, limitations as to dividends or other distributions, qualifications or terms or conditions of redemption of any class or series of stock of the Corporation) or of the Bylaws; the fair value, or any sale, bid or asked price to be applied in determining the fair value, of any asset owned or held by the Corporation or of any shares of stock of the Corporation; the number of shares of stock of any class or series of the Corporation; any matter relating to the acquisition, holding and disposition of any assets by the Corporation; or any other matter relating to the business and affairs of the Corporation or required or permitted by applicable law, the Charter or the Bylaws or otherwise to be determined by the Board of Directors.

Section 5.7 REIT Qualification . The Board of Directors, without any action by the stockholders of the Corporation, shall have the authority to cause the Corporation to elect to be taxed as a REIT for U.S. federal income tax purposes. Following any such election, if the Board of Directors determines that it is no longer in the best interests of the Corporation to continue to be taxed as a REIT for federal income tax purposes, the Board of Directors, without any action by the stockholders of the Corporation, may revoke or otherwise terminate the Corporation’s REIT election pursuant to Section 856(g) of the Code. In addition, the Board of Directors, without any action by the stockholders of the Corporation, shall have and may exercise, on behalf of the Corporation, without limitation, the power to determine that compliance with any restriction or limitation on stock ownership and transfers set forth in Article VII of the Charter is no longer required in order for the Corporation to qualify as a REIT.

Section 5.8 Removal of Directors . Subject to the rights of holders of one or more classes or series of Preferred Stock (as defined in Section 6.1) to elect or remove one or more directors, any director, or the entire Board of Directors, may be removed from office at any time, but only for cause, and then only by the affirmative vote of holders of shares entitled to cast at least two-thirds of all the votes entitled to be cast generally in the election of directors. For the purpose of this paragraph, “cause” shall mean, with respect to any particular director, conviction of a felony or a final judgment of a court of competent jurisdiction holding that such director caused demonstrable, material harm to the Corporation through bad faith or active and deliberate dishonesty.

Section 5.9 Advisor Agreements . The Board of Directors may authorize the execution and performance by the Corporation of one or more agreements with any person, corporation, association, company, trust, partnership (limited or general) or other organization whereby, subject to the supervision and control of the Board of Directors, any such other person, corporation, association, company, trust, partnership (limited or general) or other organization shall render or make available to the Corporation managerial, investment, advisory and/or related services, office space and other services and facilities (including, if deemed advisable by the Board of Directors, the management or supervision of the investments of the Corporation) upon such terms and conditions as may be provided in such agreement or agreements (including, if deemed fair and equitable by the Board of Directors, the compensation payable thereunder by the Corporation).

ARTICLE VI

STOCK

Section 6.1 Authorized Shares . The Corporation has authority to issue 600,000,000 shares of stock, consisting of 500,000,000 shares of common stock, $0.01 par value per share (“Common Stock”), and 100,000,000 shares of preferred stock, $0.01 par value per share (“Preferred Stock”). The aggregate par value of all authorized shares of stock having par value is $6,000,000. If shares of one class of stock are classified or reclassified into shares of another class of stock pursuant to Sections 6.2, 6.3 or 6.4 of this Article VI, the number of authorized shares of the former class shall be automatically decreased and the number of shares of the latter class shall be automatically increased, in each case by the number of shares so classified or reclassified, so that the aggregate number of shares of stock of all classes that the Corporation has authority to issue shall not be more than the total number of shares of stock set forth in the first sentence of this paragraph. The Board of Directors, with the approval of a majority of the entire Board of Directors, and without any action by the stockholders of the Corporation, may amend the Charter from time to time to increase or decrease the aggregate number of shares of stock or the number of shares of stock of any class or series that the Corporation has authority to issue.

Section 6.2 Common Stock . Subject to the provisions of Article VII and except as may otherwise be specified in the Charter, each share of Common Stock shall entitle the holder thereof to one vote. The Board of Directors may reclassify any unissued shares of Common Stock from time to time into one or more classes or series of stock.

Section 6.3 Preferred Stock . The Board of Directors may classify any unissued shares of Preferred Stock and reclassify any previously classified but unissued shares of Preferred Stock of any series from time to time, into one or more classes or series of stock.

Section 6.4 Classified or Reclassified Shares . Prior to issuance of classified or reclassified shares of any class or series, the Board of Directors by resolution shall: (a) designate that class or series to distinguish it from all other classes and series of stock of the Corporation; (b) specify the number of shares to be included in the class or series; (c) set or change, subject to the provisions of Article VII and subject to the express terms of any class or series of stock of the Corporation outstanding at the time, the preferences, conversion or other rights, voting powers (including voting rights exclusive to such class or series), restrictions (including, without limitation, restrictions on transferability), limitations as to dividends or other distributions, qualifications and terms and conditions of redemption for each class or series; and (d) cause the Corporation to file articles supplementary with the SDAT. Any of the terms of any class or series of stock set or changed pursuant to clause (c) of this Section 6.4 may be made dependent upon facts or events ascertainable outside the Charter (including determinations by the Board of Directors or other facts or events within the control of the Corporation) and may vary among holders thereof, provided that the manner in which such facts, events or variations shall operate upon the terms of such class or series of stock is clearly and expressly set forth in the articles supplementary or other Charter document.

Section 6.5 Distributions . The Board of Directors from time to time may authorize and the Corporation may pay to its stockholders such dividends or other distributions in cash or other property, including in shares of one class of the Corporation’s stock payable to holders of shares of another class of stock of the Corporation, as the Board of Directors in its discretion shall determine.

Section 6.6 Charter and Bylaws . The rights of all stockholders and the terms of all stock are subject to the provisions of the Charter and the Bylaws.

ARTICLE VII

RESTRICTION ON TRANSFER AND OWNERSHIP OF SHARES

Section 7.1 Definitions . For the purpose of this Article VII, the following terms shall have the following meanings:

Beneficial Ownership . The term “Beneficial Ownership” shall mean ownership of Capital Stock by a Person, whether the interest in the shares of Capital Stock is held directly or indirectly (including by a nominee), and shall include interests that would be treated as owned through the application of Section 544 of the Code, as modified by Sections 856(h)(1)(B) and 856(h)(3)(A) of the Code. The terms “Beneficial Owner,” “Beneficially Owns” and “Beneficially Owned” shall have the correlative meanings.

Business Day . The term “Business Day” shall mean any day, other than a Saturday or a Sunday that is neither a legal holiday nor a day on which banking institutions in the State of New York are authorized or required by law, regulation or executive order to close.

Capital Stock . The term “Capital Stock” shall mean all classes or series of stock of the Corporation, including, without limitation, Common Stock and Preferred Stock.

Charitable Beneficiary . The term “Charitable Beneficiary” shall mean one or more beneficiaries of the Charitable Trust as determined pursuant to Section 7.3.6, provided that each such organization must be described in Section 501(c)(3) of the Code and contributions to each such organization must be eligible for deduction under each of Sections 170(b)(1)(A), 2055 and 2522 of the Code.

Charitable Trust . The term “Charitable Trust” shall mean any trust provided for in Section 7.3.1.

Constructive Ownership . The term “Constructive Ownership” shall mean ownership of Capital Stock by a Person, whether the interest in the shares of Capital Stock is held directly or indirectly (including by a nominee), and shall include interests that would be treated as owned through the application of Section 318(a) of the Code, as modified by Section 856(d)(5) of the Code. The terms “Constructive Owner,” “Constructively Owns” and “Constructively Owned” shall have the correlative meanings.

Excepted Holder . The term “Excepted Holder” shall mean a Person for whom an Excepted Holder Limit is created by the Charter or by the Board of Directors pursuant to Section 7.2.7.

Excepted Holder Limit . The term “Excepted Holder Limit” shall mean, provided that the affected Excepted Holder agrees to comply with the requirements established by the Charter or by the Board of Directors pursuant to Section 7.2.7 and subject to adjustment pursuant to Section 7.2.8, the percentage limit established for an Excepted Holder by the Charter or by the Board of Directors pursuant to Section 7.2.7.

Initial Date . The term “Initial Date” shall mean the date of issuance of Common Stock pursuant to the initial underwritten public offering of Common Stock.

Market Price . The term “Market Price” on any date shall mean, with respect to any class or series of outstanding shares of Capital Stock, the Closing Price for such Capital Stock on such date. The “Closing Price” on any date shall mean the last reported sale price for such Capital Stock, regular way, or, in case no such sale takes place on such day, the average of the closing bid and asked prices, regular way, for such Capital Stock, in either case as reported in the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the NYSE or, if such Capital Stock is not listed or admitted to trading on the NYSE, as reported on the principal consolidated transaction reporting system with respect to securities listed on the principal national securities exchange on which such Capital Stock is listed or admitted to trading or, if such Capital Stock is not listed or admitted to trading on any national securities exchange, the last quoted price, or, if not so quoted, the average of the high bid and low asked prices in the over-the-counter market, as reported by the principal automated quotation system that may then be in use or, if such Capital Stock is not quoted by any such system, the average of the closing bid and asked prices as furnished by a professional market maker making a market in such Capital Stock selected by the Board of Directors or, in the event that no trading price is available for such Capital Stock, the fair market value of the Capital Stock, as determined by the Board of Directors.

NYSE . The term “NYSE” shall mean the New York Stock Exchange or any successor stock exchange thereto.

Person . The term “Person” shall mean an individual, corporation, partnership, limited liability company, estate, trust (including a trust qualified under Sections 401(a) or 501(c)(17) of the Code), a portion of a trust permanently set aside for or to be used exclusively for the purposes described in Section 642(c) of the Code, association, private foundation within the meaning of Section 509(a) of the Code, joint stock company or other entity and also includes a “group” as that term is used for purposes of Rule 13d-5(b) or Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, and a group to which an Excepted Holder Limit applies.

Prohibited Owner . The term “Prohibited Owner” shall mean, with respect to any purported Transfer (or other event), any Person who, but for the provisions of Section 7.2.1, would Beneficially Own or Constructively Own shares of Capital Stock in violation of the provisions of Section 7.2.1(a), and if appropriate in the context, shall also mean any Person who

would have been the record owner of the shares of Capital Stock that the Prohibited Owner would have so owned.

Restriction Termination Date . The term “Restriction Termination Date” shall mean the first day after the Initial Date on which the Board of Directors determines pursuant to Section 5.7 of the Charter that it is no longer in the best interests of the Corporation to be taxed as a REIT for U.S. federal income tax purposes or that compliance with the restrictions and limitations on Beneficial Ownership, Constructive Ownership and Transfers of shares of Capital Stock set forth herein is no longer required in order for the Corporation to qualify as a REIT.

Stock Ownership Limit . The term “Stock Ownership Limit” shall mean nine and eight-tenths percent (9.8%) in value or in number of shares, whichever is more restrictive, of the outstanding shares of any class or series of Capital Stock of the Corporation excluding any outstanding shares of Capital Stock not treated as outstanding for U.S. federal income tax purposes, or such other percentage determined from time to time by the Board of Directors in accordance with Section 7.2.8 of the Charter.

TRS . The term “TRS” shall mean a taxable REIT subsidiary (as defined in Section 856(l) of the Code) of the Corporation.

Transfer . The term “Transfer” shall mean any issuance, sale, transfer, gift, assignment, devise or other disposition, as well as any other event that causes any Person to acquire or change such Person’s percentage of Beneficial Ownership or Constructive Ownership, or any agreement to take any such actions or cause any such events, of Capital Stock or the right to vote or receive dividends on Capital Stock, including (a) the granting or exercise of any option (or any disposition of any option), (b) any disposition of any securities or rights convertible into or exchangeable for Capital Stock or any interest in Capital Stock or any exercise of any such conversion or exchange right, and (c) Transfers of interests in other entities that result in changes in Beneficial Ownership or Constructive Ownership of Capital Stock; in each case, whether voluntary or involuntary, whether owned of record, Constructively Owned or Beneficially Owned and whether by operation of law or otherwise. The terms “Transferring” and “Transferred” shall have the correlative meanings.

Trustee . The term “Trustee” shall mean the Person unaffiliated with both the Corporation and a Prohibited Owner that is appointed by the Corporation to serve as trustee of the Charitable Trust.

Section 7.2 Capital Stock .

Section 7.2.1 Ownership Limitations . During the period commencing on the Initial Date and prior to the Restriction Termination Date or as otherwise set forth below, and subject to Section 7.4:

(a) Basic Restrictions .

(i) Except as provided in Section 7.2.7 hereof, no Person, other than an Excepted Holder, shall Beneficially Own or Constructively Own shares of Capital Stock in excess of the Stock Ownership Limit. No Excepted Holder shall Beneficially Own or

Constructively Own shares of Capital Stock in excess of the Excepted Holder Limit for such Excepted Holder.

(ii) Except as provided in Section 7.2.7 hereof, no Person shall Beneficially Own shares of Capital Stock to the extent that such Beneficial Ownership of Capital Stock would result in the Corporation being “closely held” within the meaning of Section 856(h) of the Code (without regard to whether the ownership interest is held during the last half of a taxable year).

(iii) Except as provided in Section 7.2.7 hereof, any Transfer of shares of Capital Stock that, if effective, would result in the Capital Stock being beneficially owned by less than one hundred (100) Persons (determined under the principles of Section 856(a)(5) of the Code) shall be void ab initio , and the intended transferee shall acquire no rights in such Capital Stock.

(iv) Except as provided in Section 7.2.7 hereof, no Person shall Beneficially Own or Constructively Own shares of Capital Stock to the extent such Beneficial Ownership or Constructive Ownership would cause the Corporation to Constructively Own ten percent (10%) or more of the ownership interests in a tenant (other than a TRS) of the Corporation’s real property within the meaning of Section 856(d)(2)(B) of the Code.

(v) No Person shall Beneficially Own or Constructively Own shares of Capital Stock to the extent that such Beneficial Ownership or Constructive Ownership would otherwise cause the Corporation to fail to qualify as a REIT under the Code.

(b) Transfer in Trust/Transfer Void Ab Initio . If any Transfer of shares of Capital Stock (or other event) occurs which, if effective, would result in any Person Beneficially Owning or Constructively Owning shares of Capital Stock in violation of Section 7.2.1(a)(i), (ii), (iv) or (v),

(i) then that number of shares of the Capital Stock the Beneficial Ownership or Constructive Ownership of which otherwise would cause such Person to violate Section 7.2.1(a)(i), (ii), (iv) or (v) (rounded up to the nearest whole share) shall be automatically transferred to a Charitable Trust for the benefit of a Charitable Beneficiary, as described in Section 7.3, effective as of the close of business on the Business Day prior to the date of such Transfer (or other event), and such Person shall acquire no rights in such shares of Capital Stock; or

(ii) if the transfer to the Charitable Trust described in clause (i) of this Section 7.2.1(b) would not be effective for any reason to prevent the violation of Section 7.2.1(a)(i), (ii), (iv) or (v), then the Transfer of that number of shares of Capital Stock that otherwise would cause any Person to violate Section 7.2.1(a)(i), (ii), (iv) or (v) shall be void ab initio , and the intended transferee shall acquire no rights in such shares of Capital Stock.

Section 7.2.2 Remedies for Breach . If the Board of Directors shall at any time determine that a Transfer or other event has taken place that results in a violation of Section 7.2.1 or that a Person intends to acquire or has attempted to acquire Beneficial Ownership or Constructive Ownership of any shares of Capital Stock in violation of Section 7.2.1 (whether or

not such violation is intended), the Board of Directors or a committee thereof or other designees if permitted by the MGCL shall take such action as it deems advisable to refuse to give effect to or to prevent such Transfer or other event, including, without limitation, causing the Corporation to redeem shares of Capital Stock, refusing to give effect to such Transfer on the books of the Corporation or instituting proceedings to enjoin such Transfer or other event; provided , however , that any Transfer or attempted Transfer or other event in violation of Section 7.2.1 shall automatically result in the transfer to the Charitable Trust described above, or, where applicable, such Transfer (or other event) shall be void ab initio as provided above irrespective of any action (or non-action) by the Board of Directors or a committee thereof or other designee if permitted by the MGCL.

Section 7.2.3 Notice of Restricted Transfer . Any Person who acquires or attempts or intends to acquire Beneficial Ownership or Constructive Ownership of shares of Capital Stock that will or may violate Section 7.2.1(a) or any Person who would have owned shares of Capital Stock that resulted in a transfer to the Charitable Trust pursuant to the provisions of Section 7.2.1(b) shall immediately give written notice to the Corporation of such event or, in the case of such a proposed or attempted transaction, give at least fifteen (15) days prior written notice, and shall provide to the Corporation such other information as the Corporation may request in order to determine the effect, if any, of such Transfer on the Corporation’s status as a REIT.

Section 7.2.4 Owners Required To Provide Information . From the Initial Date and prior to the Restriction Termination Date:

(a) Every Person that Beneficially Owns more than five percent (5%) (or such lower percentage as required by the Code or the Treasury Regulations promulgated thereunder) in number or value of the outstanding shares of Capital Stock, within thirty (30) days after the end of each taxable year, shall give written notice to the Corporation stating (i) the name and address of such owner, (ii) the number of shares of Capital Stock Beneficially Owned and (iii) a description of the manner in which such shares are held. Each such owner shall provide to the Corporation such additional information as the Corporation may request in order to determine the effect, if any, of such Beneficial Ownership on the Corporation’s status as a REIT and to ensure compliance with the Stock Ownership Limit; and

(b) Each Person who is a Beneficial Owner or Constructive Owner of Capital Stock and each Person (including the stockholder of record) who is holding Capital Stock for a Beneficial Owner or Constructive Owner shall provide to the Corporation such information as the Corporation may request, in good faith, in order to determine the Corporation’s status as a REIT and to comply with requirements of any taxing authority or governmental authority or to determine such compliance and to ensure compliance with the Stock Ownership Limit.

Section 7.2.5 Remedies Not Limited . Nothing contained in this Section 7.2 shall limit the authority of the Board of Directors to take such other action as it deems necessary or advisable to, subject to Section 5.7 of the Charter, protect the Corporation and the interests of its stockholders in preserving the Corporation’s status as a REIT.

Section 7.2.6 Ambiguity . In the case of an ambiguity in the application of any of the provisions of this Article VII, including any definition contained in Section 7.1 of this Article VII, the Board of Directors shall have the power to determine the application of the provisions of this Article VII with respect to any situation based on the facts known to it at such time. In the event Section 7.2 or 7.3 requires an action by the Board of Directors and the Charter fails to provide specific guidance with respect to such action, the Board of Directors shall have the power to determine the action to be taken so long as such action is not contrary to the provisions of Sections 7.1, 7.2 or 7.3. Absent a decision to the contrary by the Board of Directors (which the Board of Directors may make in its sole and absolute discretion), if a Person would have (but for the remedies set forth in Sections 7.2.1 and 7.2.2) acquired Beneficial Ownership or Constructive Ownership of Capital Stock in violation of Section 7.2.1, such remedies (as applicable) shall apply first to the shares of Capital Stock which, but for such remedies, would have been actually owned by such Person, and second to shares of Capital Stock which, but for such remedies, would have been Beneficially Owned or Constructively Owned (but not actually owned) by such Person, pro rata among the Persons who actually own such shares of Capital Stock based upon the relative number of the shares of Capital Stock held by each such Person.

Section 7.2.7 Exceptions .

(a) (i) The Board of Directors, in its sole discretion, may exempt (prospectively or retroactively) a Person from the restrictions contained in Section 7.2.1(a)(i), (ii) or (iv) as the case may be, and may establish or increase an Excepted Holder Limit for such Person if the Board of Directors obtains such representations, covenants and undertakings as the Board of Directors may deem appropriate in order to conclude that granting the exemption and/or establishing or increasing the Excepted Holder Limit, as the case may be, will not cause the Corporation to lose its status as a REIT.

(b) Prior to granting any exception pursuant to Section 7.2.7(a), the Board of Directors may require a ruling from the Internal Revenue Service or an opinion of counsel, in either case in form and substance satisfactory to the Board of Directors in its sole discretion, as it may deem necessary or advisable in order to determine that granting the exception will not cause the Corporation to lose its status as a REIT. Notwithstanding the receipt of any ruling or opinion, the Board of Directors may impose such conditions or restrictions as it deems appropriate in connection with granting such exception.

(c) Subject to Section 7.2.1(a)(ii), (iv) and (v), an underwriter, placement agent or initial purchaser that participates in a public offering, a private placement or other private offering of Capital Stock (or securities convertible into or exchangeable for Capital Stock) may Beneficially Own or Constructively Own shares of Capital Stock (or securities convertible into or exchangeable for Capital Stock) in excess of the Stock Ownership Limit, but only to the extent necessary to facilitate such public offering, private placement or immediate resale of such Capital Stock and provided that the restrictions contained in Section 7.2.1(a) will not be violated following the distribution by such underwriter, placement agent or initial purchaser of such shares of Capital Stock.

Section 7.2.8 Change in Stock Ownership Limit and Excepted Holder Limits . (a) The Board of Directors may from time to time increase or decrease the Stock Ownership

Limit; provided , however , that a decreased Stock Ownership Limit will not be effective for any Person whose percentage ownership of Capital Stock is in excess of such decreased Stock Ownership Limit until such time as such Person’s percentage of Capital Stock equals or falls below the decreased Stock Ownership Limit, but until such time as such Person’s percentage of Capital Stock falls below such decreased Stock Ownership Limit, any further acquisition of Capital Stock will be in violation of the Stock Ownership Limit and, provided further, that the new Stock Ownership Limit would not allow five or fewer individuals (taking into account all Excepted Holders) to Beneficially Own more than forty-nine and nine-tenths percent (49.9%) in value of the outstanding Capital Stock.

(b) The Board of Directors may only reduce the Excepted Holder Limit for an Excepted Holder: (1) with the written consent of such Excepted Holder at any time, or (2) pursuant to the terms and conditions of the agreements and undertakings entered into with such Excepted Holder in connection with the establishment of the Excepted Holder Limit for that Excepted Holder. No Excepted Holder Limit shall be reduced to a percentage that is less than the then existing Stock Ownership Limit.

Section 7.2.9 Legend . Each certificate, if any, or any notice in lieu of any certificate, for shares of Capital Stock shall bear a legend summarizing the restrictions on ownership and transfer contained herein. Instead of a legend, the certificate, if any, may state that the Corporation will furnish a full statement about certain restrictions on transferability to a stockholder on request and without charge.

Section 7.3 Transfer of Capital Stock in Trust .

Section 7.3.1 Ownership in Trust . Upon any purported Transfer or other event described in Section 7.2.1(b) that would result in a transfer of shares of Capital Stock to a Charitable Trust, such shares of Capital Stock shall be deemed to have been transferred to the Trustee as trustee for the exclusive benefit of one or more Charitable Beneficiaries. Such transfer to the Trustee shall be deemed to be effective as of the close of business on the Business Day prior to the purported Transfer or other event that results in the transfer to the Charitable Trust pursuant to Section 7.2.1(b). The Trustee shall be appointed by the Corporation and shall be a Person unaffiliated with the Corporation and any Prohibited Owner. Each Charitable Beneficiary shall be designated by the Corporation as provided in Section 7.3.6.

Section 7.3.2 Status of Shares Held by the Trustee . Shares of Capital Stock held by the Trustee shall continue to be issued and outstanding shares of Capital Stock of the Corporation. The Prohibited Owner shall have no rights in the Capital Stock held by the Trustee. The Prohibited Owner shall not benefit economically from ownership of any shares held in trust by the Trustee, shall have no rights to dividends or other distributions and shall not possess any rights to vote or other rights attributable to the shares held in the Charitable Trust. The Prohibited Owner shall have no claim, cause of action, or any other recourse whatsoever against the purported transferor of such Capital Stock.

Section 7.3.3 Dividend and Voting Rights . The Trustee shall have all voting rights and rights to dividends or other distributions with respect to shares of Capital Stock held in the Charitable Trust, which rights shall be exercised for the exclusive benefit of the Charitable

Beneficiary. Any dividend or other distribution paid to a Prohibited Owner prior to the discovery by the Corporation that the shares of Capital Stock have been transferred to the Trustee shall be paid with respect to such shares of Capital Stock by the Prohibited Owner to the Trustee upon demand and any dividend or other distribution authorized but unpaid shall be paid when due to the Trustee. Any dividends or other distributions so paid over to the Trustee shall be held in trust for the Charitable Beneficiary. The Prohibited Owner shall have no voting rights with respect to shares held in the Charitable Trust and, subject to Maryland law, effective as of the date that the shares of Capital Stock have been transferred to the Charitable Trust, the Trustee shall have the authority (at the Trustee’s sole discretion) (i) to rescind as void any vote cast by a Prohibited Owner prior to the discovery by the Corporation that the shares of Capital Stock have been transferred to the Trustee and (ii) to recast such vote in accordance with the desires of the Trustee acting for the benefit of the Charitable Beneficiary; provided , however , that if the Corporation has already taken irreversible corporate action, then the Trustee shall not have the authority to rescind and recast such vote. Notwithstanding the provisions of this Article VII, until the Corporation has received notification that shares of Capital Stock have been transferred into a Charitable Trust, the Corporation shall be entitled to rely on its share transfer and other stockholder records for purposes of preparing lists of stockholders entitled to vote at meetings, determining the validity and authority of proxies and otherwise conducting votes of stockholders.

Section 7.3.4 Sale of Shares by Trustee . Within twenty (20) days of receiving notice from the Corporation that shares of Capital Stock have been transferred to the Charitable Trust, the Trustee of the Charitable Trust shall sell the shares held in the Charitable Trust to a person, designated by the Trustee, whose ownership of the shares will not violate the ownership limitations set forth in Section 7.2.1(a). Upon such sale, the interest of the Charitable Beneficiary in the shares sold shall terminate and the Trustee shall distribute the net proceeds of the sale to the Prohibited Owner and to the Charitable Beneficiary as provided in this Section 7.3.4. The Prohibited Owner shall receive the lesser of (1) the price paid by the Prohibited Owner for the shares or, if the Prohibited Owner did not give value for the shares in connection with the event causing the shares to be held in the Charitable Trust ( e.g. , in the case of a gift, devise or other such transaction), the Market Price of the shares on the day of the event causing the shares to be held in the Charitable Trust and (2) the price per share received by the Trustee (net of any commissions and other expenses of sale) from the sale or other disposition of the shares held in the Charitable Trust. The Trustee may reduce the amount payable to the Prohibited Owner by the amount of dividends and other distributions paid to the Prohibited Owner and owed by the Prohibited Owner to the Trustee pursuant to Section 7.3.3 of this Article VII. Any net sales proceeds in excess of the amount payable to the Prohibited Owner shall be immediately paid to the Charitable Beneficiary. If, prior to the discovery by the Corporation that shares of Capital Stock have been transferred to the Trustee, such shares are sold by a Prohibited Owner, then (i) such shares shall be deemed to have been sold on behalf of the Charitable Trust and (ii) to the extent that the Prohibited Owner received an amount for such shares that exceeds the amount that such Prohibited Owner was entitled to receive pursuant to this Section 7.3.4, such excess shall be paid to the Trustee upon demand.

Section 7.3.5 Purchase Right in Stock Transferred to the Trustee . Shares of Capital Stock transferred to the Trustee shall be deemed to have been offered for sale to the Corporation, or its designee, at a price per share equal to the lesser of (i) the price per share in the transaction that resulted in such transfer to the Charitable Trust (or, in the case of a devise or gift,

the Market Price at the time of such devise or gift) and (ii) the Market Price on the date the Corporation, or its designee, accepts such offer. The Corporation may reduce the amount payable to the Prohibited Owner by the amount of dividends and other distributions paid to the Prohibited Owner and owed by the Prohibited Owner to the Trustee pursuant to Section 7.3.3 of this Article VII. The Corporation may pay the amount of such reduction to the Trustee for the benefit of the Charitable Beneficiary. The Corporation shall have the right to accept such offer until the Trustee has sold the shares held in the Charitable Trust pursuant to Section 7.3.4. Upon such a sale to the Corporation, the interest of the Charitable Beneficiary in the shares sold shall terminate and the Trustee shall distribute the net proceeds of the sale to the Prohibited Owner and any dividends or other distributions held by the Trustee shall be paid to the Charitable Beneficiary.

Section 7.3.6 Designation of Charitable Beneficiaries . By written notice to the Trustee, the Corporation shall designate one or more nonprofit organizations to be the Charitable Beneficiary of the interest in the Charitable Trust such that (i) the shares of Capital Stock held in the Charitable Trust would not violate the restrictions set forth in Section 7.2.1(a) in the hands of such Charitable Beneficiary and (ii) each such organization must be described in Section 501(c)(3) of the Code and contributions to each such organization must be eligible for deduction under one of Sections 170(b)(1)(A), 2055 and 2522 of the Code. Neither the failure of the Corporation to make such designation nor the failure of the Corporation to appoint the Trustee before the automatic transfer provided for in Section 7.2.1(b)(i) shall make such transfer ineffective, provided that the Corporation thereafter makes such designation and appointment.

Section 7.4 NYSE Transactions . Nothing in this Article VII shall preclude the settlement of any transaction entered into through the facilities of the NYSE or any other national securities exchange or automated inter-dealer quotation system. The fact that the settlement of any transaction occurs shall not negate the effect of any other provision of this Article VII and any transferee in such a transaction shall be subject to all of the provisions and limitations set forth in this Article VII.

Section 7.5 Enforcement . The Corporation is authorized specifically to seek equitable relief, including injunctive relief, to enforce the provisions of this Article VII.

Section 7.6 Non-Waiver . No delay or failure on the part of the Corporation or the Board of Directors in exercising any right hereunder shall operate as a waiver of any right of the Corporation or the Board of Directors, as the case may be, except to the extent specifically waived in writing.

Section 7.7 Severability . If any provision of this Article VII or any application of any such provision is determined to be invalid by any federal or state court having jurisdiction over the issues, the validity of the remaining provisions shall not be affected and other applications of such provisions shall be affected only to the extent necessary to comply with the determination of such court.

ARTICLE VIII

AMENDMENTS

The Corporation reserves the right from time to time to make any amendment to the Charter, now or hereafter authorized by law, including any amendment altering the terms or contract rights, as expressly set forth in the Charter, of any shares of outstanding stock. All rights and powers conferred by the Charter on stockholders, directors and officers are granted subject to this reservation. Except as otherwise provided in the Charter and except for those amendments permitted to be made without stockholder approval under Maryland law or by specific provision in the Charter, any amendment to the Charter shall be valid only if declared advisable by the Board of Directors and approved by the affirmative vote of holders of shares entitled to cast a majority of all the votes entitled to be cast on the matter. However, any amendment to Section 5.8 and Article VII or to this sentence of the Charter shall be valid only if declared advisable by the Board of Directors and approved by the affirmative vote of holders of shares entitled to cast at least two-thirds of all the votes entitled to be cast on the matter.

ARTICLE IX

LIMITATION OF LIABILITY

To the maximum extent that Maryland law in effect from time to time permits limitation of the liability of directors and officers of a corporation, no present or former director or officer of the Corporation shall be liable to the Corporation or its stockholders for money damages. Neither the amendment nor repeal of this Article IX, nor the adoption or amendment of any other provision of the Charter or the Bylaws inconsistent with this Article IX, shall apply to or affect in any respect the applicability of the preceding sentence with respect to any act or failure to act which occurred prior to such amendment, repeal or adoption.

THIRD : The amendment to and restatement of the Charter as hereinabove set forth have been duly advised by the Board of Directors and approved by the sole stockholder of the Corporation as required by law.

FOURTH : The current address of the principal office of the Corporation is as set forth in Article IV of the foregoing amendment and restatement of the Charter.

FIFTH : The name and address of the Corporation’s current resident agent are as set forth in Article IV of the foregoing amendment and restatement of the Charter.

SIXTH : The number of directors of the Corporation and the names of those currently in office are as set forth in Article V of the foregoing amendment and restatement of the Charter.

SEVENTH : The total number of shares of stock which the Corporation had authority to issue immediately prior to this amendment and restatement was 1,000 shares, consisting of 1,000 shares of Common Stock, $0.01 par value per share. The aggregate par value of all shares of stock having par value was $10.00.

EIGHTH : The total number of shares of stock which the Corporation has authority to issue pursuant to the foregoing amendment and restatement of the Charter is 600,000,000, consisting of 500,000,000 shares of Common Stock, $0.01 par value per share, and 100,000,000 shares of Preferred Stock, $0.01 par value per share. The aggregate par value of all authorized shares of stock having par value is $6,000,000.

NINTH : The undersigned Executive Chairman, President and Chief Executive Officer acknowledges these Articles of Amendment and Restatement to be the corporate act of the Corporation and, as to all matters or facts required to be verified under oath, the undersigned Executive Chairman, President and Chief Executive Officer acknowledges that, to the best of his knowledge, information and belief, these matters and facts are true in all material respects and that this statement is made under the penalties for perjury.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the Corporation has caused these Articles of Amendment and Restatement to be signed in its name and on its behalf by its Executive Chairman, President and Chief Executive Officer of the Board and attested to by its Chief Financial Officer, Secretary and Treasurer on this 24th day of March, 2014.

ATTEST:	FARMLAND PARTNERS INC.


/s/ Luca Fabbri	/s/ Paul A. Pittman	(SEAL)
Luca Fabbri Chief Financial Officer, Secretary and Treasurer	Paul A. Pittman Executive Chairman, President and Chief Executive Officer

Exhibit 3.2

FARMLAND PARTNERS INC.

AMENDED AND RESTATED BYLAWS

ARTICLE I
OFFICES

Section 1. Principal Office.

The principal office of Farmland Partners Inc. (the “ Corporation ”) in the State of Maryland shall be located at such place as the Board of Directors of the Corporation (the “ Board of Directors ”) may designate from time to time.

Section 2. Additional Offices.

The Corporation may have additional offices, including a principal executive office, at such places as the Board of Directors may from time to time determine or the business of the Corporation may require.

ARTICLE II
MEETINGS OF STOCKHOLDERS

Section 1. Place.

All meetings of stockholders shall be held at the principal executive office of the Corporation or at such other place as shall be set in accordance with these Bylaws and stated in the notice of the meeting.

Section 2. Annual Meeting.

An annual meeting of stockholders for the election of directors and the transaction of any business as may properly be brought before the meeting and within the powers of the Corporation shall be held on the date and at the time and place set by the Board of Directors.

Section 3. Special Meetings.

(a) General . Each of the chairman of the board, chief executive officer, president and Board of Directors may call a special meeting of stockholders, and the person or group who has called a special meeting shall, except as provided in Section 3(b)(5) of this Article II, set the date, time and place of such special meeting. Subject to Section 3(b) of this Article II, a special meeting of stockholders shall also be called by the secretary to act on any matter that may properly be considered at a meeting of stockholders upon the written request of stockholders entitled to cast not less than a majority of all the votes entitled to be cast on such matter at such meeting.

(b) Stockholder Requested Special Meetings .

(1) Any stockholder of record seeking to have stockholders request a special meeting shall, by sending written notice to the secretary (the “ Record Date Request Notice ”) by registered mail, return receipt requested, request the Board of Directors to fix a record date to determine the stockholders entitled to request a special meeting (the “ Request Record Date ”). To be in proper form, such Record Date Request Notice shall set forth:

(i) as to the purpose of the special meeting and to any business that the requesting stockholder proposes to bring before the special meeting, (A) a reasonably detailed description of such purpose and the business to be conducted, the stockholder’s reasons for proposing such business at the special meeting, and any material interest in such business of such stockholder or any Stockholder Associated Person (as defined below), individually or in the aggregate, including any anticipated benefit to the stockholder or the Stockholder Associated Person therefrom, (B) the text of the proposal or business (including the text of any resolutions proposed for consideration) and (C) a reasonably detailed description of all agreements, arrangements and understandings (I) between or among the stockholder and/or any of the Stockholder Associated Persons or (II) between or among the stockholder and/or any of the Stockholder Associated Persons, on the one hand, and any other person or entity (including their names), on the other hand, in connection with the request for the special meeting or the business proposed to be conducted at the special meeting;

(ii) as to each requesting stockholder and Stockholder Associated Person, (A) the name and address of such stockholder or Stockholder Associated Person, as they appear on the Corporation’s stock ledger, and the current name and business address, if different, of each such Stockholder Associated Person, (B) the class, series and number of all shares of stock or other securities of the Corporation or any subsidiary thereof (collectively, the “ Company Securities ”), if any, which are owned (beneficially or of record) by such stockholder or Stockholder Associated Person, the date on which each such Company Security was acquired and the investment intent of such acquisition, and any short interest (including any opportunity to profit or share in any benefit from any decrease in the price of such stock or other security) in any Company Securities of any such person; provided, that, for purposes of the foregoing and wherever else used in this Article II, references to “beneficial” ownership or other correlative terms shall be deemed to have the meaning given thereto under Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”), except that such person or entity shall in all events be deemed to beneficially own any shares of any class or series of the Corporation as to which such person or entity has a right to acquire beneficial ownership at any time in the future;

(iii) as to each requesting stockholder or Stockholder Associated Person, any Disclosable Interests (as defined below) or Other Disclosable Interests (as defined below);

(iv) all information relating to each requesting stockholder or Stockholder Associated Person and each matter of business proposed to be acted on at the special

meeting that must be disclosed in connection with the solicitation of proxies for the election of directors in an election contest (even if an election contest is not involved), or would otherwise be required in connection with such a solicitation, in each case pursuant to, and in accordance with, Regulation 14A (or any successor provision) under the Exchange Act and the rules and regulations promulgated thereunder; and

(v) the signature and date of signature of each requesting stockholder (or of their agents, duly authorized in a writing accompanying the Record Date Request Notice).

In addition, each stockholder submitting a Record Date Request Notice and each Stockholder Associated Person shall comply with all requirements of applicable law, including all requirements of the Exchange Act, with respect to any request to fix a Request Record Date.

(2) Upon receiving the Record Date Request Notice, the Board of Directors may fix a Request Record Date. The Request Record Date shall not precede and shall not be more than ten (10) days after the close of business on the date on which the resolution fixing the Request Record Date is adopted by the Board of Directors. If the Board of Directors, within ten (10) days after the date on which a valid Record Date Request Notice is received, fails to adopt a resolution fixing the Request Record Date, the Request Record Date shall be the close of business on the tenth (10 th ) day after the first date on which the Record Date Request Notice is received by the secretary. If the Board of Directors shall determine that any request to fix a record date or demand to call and hold a special meeting was not properly made in accordance with this Article II, or shall determine that the stockholder or stockholders requesting that the Board of Directors fix such record date or submitting a demand to call the special meeting have not otherwise complied with this Article II, then the Board of Directors shall not be required to fix a Request Record Date and the secretary shall not be required to call a special meeting of stockholders.

(3) In order for any stockholder to request a special meeting to act on any matter described in a Record Date Request Notice that may properly be considered at a meeting of stockholders, one or more written requests for a special meeting (collectively, the “ Special Meeting Request ”) signed and dated by stockholders of record (or by their agents duly authorized in a writing accompanying the Special Meeting Request) as of the applicable Request Record Date entitled to cast not less than a majority (the “ Special Meeting Percentage ”) of all of the votes entitled to be cast on such matter at such meeting shall be delivered to the secretary. No business may be considered at a special meeting called by the secretary in accordance with Section 3(b) of this Article II (a “ Stockholder-Requested Special Meeting ”) except as described in the applicable Record Date Request Notice or at the direction of the Board of Directors. The Special Meeting Request shall be sent to the secretary by registered mail, return receipt requested, and be received by the secretary within sixty (60) days after the Request Record Date. Any requesting stockholder (or agent duly authorized in a writing accompanying the revocation of the Special Meeting Request) may revoke his, her or its Special Meeting Request at any time by written revocation delivered to the secretary.

Each stockholder providing a Special Meeting Request (other than a stockholder that provides a Special Meeting Request in response to a solicitation made pursuant to a solicitation statement filed on Schedule 14A pursuant to, and in accordance with, Regulation 14A under the

Exchange Act) shall provide the information about such stockholder and any Stockholder Associated Person required to be provided in a Record Date Request Notice pursuant to Section 3(b)(1) of this Article II (or, if applicable, shall update any information provided by such stockholder in a Record Date Request Notice), so that such information with respect to the stockholder and each Stockholder Associated Person is true and correct as of the record date for the Stockholder-Requested Special Meeting (the “ Meeting Record Date ”) and as of the date that is ten (10) Business Days (as defined below) prior to the date of the Stockholder-Requested Special Meeting and the date(s) of any adjournment or postponement thereof. Any such update and supplement shall be sent to the secretary by courier or registered mail, return receipt requested, and shall be received by the secretary, in the case of information required to be provided as of the Meeting Record Date, not later than five (5) Business Days after the Meeting Record Date and, in the case of information required to be provided as of the date that is ten (10) Business Days prior to the date of such Stockholder-Requested Special Meeting and the date(s) of any adjournment or postponement thereof, not later than eight (8) Business Days prior to the date of the Stockholder-Requested Special Meeting or, if practicable, the date(s) of any adjournment or postponement thereof (and, if not practicable, on the first practicable date prior to the date to which the Stockholder-Requested Special Meeting has been adjourned or postponed). In addition, each stockholder providing a Special Meeting Request and each Stockholder Associated Person shall comply with all requirements of applicable law, including all requirements of the Exchange Act, with respect to any request to call a Stockholder-Requested Special Meeting.

(4) The secretary shall inform the requesting stockholders of the reasonably estimated cost of preparing and mailing or delivering the notice of the meeting (including the Corporation’s proxy materials). The secretary shall not be required to call a Stockholder-Requested Special Meeting and such meeting shall not be held unless, in addition to the Special Meeting Request required by Section 3(b)(3) of this Article II, the secretary receives payment of such reasonably estimated cost prior to the preparation and mailing or delivery of such notice of the meeting.

(5) A Stockholder-Requested Meeting shall be held at such place, date and time as may be designated by the Board of Directors; provided, however, that the date of any Stockholder-Requested Meeting shall be not more than ninety (90) days after the Meeting Record Date; and provided further that if the Board of Directors fails to designate, within ten (10) days after the date that a valid Special Meeting Request is actually received by the secretary (the “ Delivery Date ”), a date and time for a Stockholder-Requested Meeting, then such meeting shall be held at 2:00 p.m., Eastern Time, on the ninetieth (90 th ) day after the Meeting Record Date, or, if such ninetieth (90 th ) day is not a Business Day, on the first preceding Business Day; and provided further that in the event that the Board of Directors fails to designate a place for a Stockholder-Requested Meeting within ten (10) days after the Delivery Date, then such meeting shall be held at the principal executive office of the Corporation. In fixing a date for any Stockholder-Requested Meeting, the chairman of the board, chief executive officer, president or Board of Directors may consider such factors as he, she or it deems relevant, including, without limitation, the nature of the matters to be considered, the facts and circumstances surrounding any request for the meeting and any plan of the Board of Directors to call an annual meeting or other special meeting. In the case of any Stockholder-Requested Meeting, if the Board of Directors fails to fix a Meeting Record Date that is a date within thirty (30) days after the

Delivery Date, then the close of business on the thirtieth (30 th ) day after the Delivery Date shall be the Meeting Record Date. The Board of Directors may revoke the notice for any Stockholder-Requested Meeting in the event that the requesting stockholders fail to comply with the provisions of Section 3(b)(4) of this Article II.

(6) If written revocations of the Special Meeting Request have been delivered to the secretary and the result is that stockholders of record (or their agents duly authorized in writing), as of the Request Record Date, entitled to cast less than the Special Meeting Percentage have delivered, and not revoked, requests for a special meeting on the matter to the secretary: (i) if the notice of meeting has not already been delivered, the secretary shall refrain from delivering the notice of the meeting and send to all requesting stockholders who have not revoked such requests written notice of any revocation of a request for a special meeting on the matter, or (ii) if the notice of meeting has been delivered and if the secretary first sends to all requesting stockholders who have not revoked requests for a special meeting on the matter written notice of any revocation of a request for the special meeting and written notice of the Corporation’s intention to revoke the notice of the meeting or for the chairman of the meeting to adjourn the meeting without action on the matter, (A) the secretary may revoke the notice of the meeting at any time before ten (10) days before the commencement of the meeting or (B) the chairman of the meeting may call the meeting to order and adjourn the meeting without acting on the matter. Any request for a special meeting received after a revocation by the secretary of a notice of a meeting shall be considered a request for a new special meeting.

(7) The chairman of the board, chief executive officer, president or Board of Directors may appoint regionally or nationally recognized independent inspectors of elections to act as the agents of the Corporation for the purpose of promptly performing a ministerial review of the validity of any purported Special Meeting Request received by the secretary. For the purpose of permitting the inspectors to perform such review, no such purported Special Meeting Request shall be deemed to have been received by the secretary until the earlier of (i) five (5) Business Days after actual receipt by the secretary of such purported request and (ii) such date as the independent inspectors certify to the Corporation that the valid requests received by the secretary represent, as of the Request Record Date, stockholders of record entitled to cast not less than the Special Meeting Percentage. Nothing contained in this paragraph shall in any way be construed to suggest or imply that the Corporation or any stockholder shall not be entitled to contest the validity of any request, whether during or after such five (5) Business Day period, or to take any other action (including, without limitation, the commencement, prosecution or defense of any litigation with respect thereto, and the seeking of injunctive relief in such litigation).

(8) For purposes of this Article II, “ Stockholder Associated Person ” of any stockholder means (i) the beneficial owner or beneficial owners, if different, of shares of stock of the Corporation at whose request the notice is given pursuant to this Article II, (ii) any affiliate or associate (each within the meaning of Rule 12b-2 under the Exchange Act) of such stockholder or, if applicable, such beneficial owner and (iii) any other person with whom such stockholder or, if applicable, such beneficial owner (or any of their respective affiliates or associates) is Acting in Concert (as defined below).

(9) For purposes of this Article II, a person shall be deemed to be “ Acting in Concert ” with another person if such person knowingly acts (whether or not pursuant to an express agreement, arrangement or understanding) in concert with, or towards a common goal relating to the management, governance or control of the Corporation in parallel with, such other person where (i) each person is conscious of the other person’s conduct or intent and this awareness is an element in their decision-making processes and (ii) at least one additional factor suggests that such persons intend to act in concert or in parallel, which such additional factors may include, without limitation, exchanging information (whether publicly or privately), attending meetings, conducting discussions, or making or soliciting invitations to act in concert or in parallel; provided, that a person shall not be deemed to be Acting in Concert with any other person solely as a result of the solicitation or receipt of revocable proxies or consents from such other person in response to a solicitation made pursuant to, and in accordance with, Regulation 14A under the Exchange Act by way of a proxy or consent solicitation statement filed on Schedule 14A. A person Acting in Concert with another person shall be deemed to be Acting in Concert with any third party who is also Acting in Concert with such other person.

(10) For purposes of these Bylaws, “ Business Day ” shall mean any day other than a Saturday, a Sunday or a day on which banking institutions in New York City are authorized or obligated by law or executive order to close.

Section 4. Notice.

Not less than ten (10) nor more than ninety (90) days before each meeting of stockholders, the secretary shall give to each stockholder entitled to vote at such meeting and to each stockholder not entitled to vote who is entitled to notice of the meeting notice in writing or by electronic transmission stating the date, time and place of the meeting and, in the case of a special meeting or as otherwise may be required by any statute, the purpose for which the meeting is called, by mail, by presenting it to such stockholder personally, by leaving it at the stockholder’s residence or usual place of business or by any other means permitted by applicable law. If mailed, such notice shall be deemed to be given when deposited in the United States mail addressed to the stockholder at the stockholder’s address as it appears on the records of the Corporation, with postage thereon prepaid. If transmitted electronically, such notice shall be deemed to be given when transmitted to the stockholder by an electronic transmission to any address or number of the stockholder at which the stockholder receives electronic transmissions. The Corporation may give a single notice to all stockholders who share an address, which single notice shall be effective as to any stockholder at such address, unless a stockholder at such address objects to receiving such single notice or revokes a prior consent to receiving such single notice. Failure to give notice of any meeting to one or more stockholders, or any irregularity in such notice, shall not affect the validity of any meeting fixed in accordance with this Article II or the validity of any proceedings at any such meeting.

Subject to Section 11(a) of this Article II, any business of the Corporation may be transacted at an annual meeting of stockholders without being specifically designated in the notice, except such business as is required by any statute to be stated in such notice. No business shall be transacted at a special meeting of stockholders except as specifically designated in the notice of such special meeting. The Corporation may postpone or cancel a meeting of

stockholders by making a Public Announcement (as defined in Section 11(c)(3) of this Article II) of such postponement or cancellation prior to the meeting. Notice of the date, time and place to which the meeting is postponed shall be given not less than ten (10) days prior to such date and otherwise in the manner set forth in this section.

Section 5. Organization and Conduct.

Every meeting of stockholders shall be conducted by an individual appointed by the Board of Directors to be chairman of the meeting or, in the absence of such appointment or appointed individual, by the chairman of the Board of Directors or, in the case of a vacancy in the office or absence of the chairman of the Board of Directors, by one of the following officers present at the meeting in the following order: the vice chairman of the Board of Directors, if there is one, the chief executive officer, the president, the vice presidents in their order of rank and seniority, the secretary, or, in the absence of such officers, a chairman chosen by the stockholders by the vote of a majority of the votes cast by stockholders present in person or by proxy at such meeting. The secretary, or, in the secretary’s absence, an assistant secretary, or, in the absence of both the secretary and assistant secretaries, an individual appointed by the Board of Directors or, in the absence of such appointment, an individual appointed by the chairman of the meeting shall act as secretary of the meeting. In the event that the secretary presides at a meeting of stockholders, an assistant secretary, or, in the absence of all assistant secretaries, an individual appointed by the Board of Directors or the chairman of the meeting, shall record the minutes of the meeting.

The order of business and all other matters of procedure at any meeting of stockholders shall be determined by the chairman of the meeting. The chairman of the meeting may prescribe such rules, regulations and procedures and take such other actions as, in the discretion of the chairman and without any action by the stockholders, are appropriate for the proper conduct of the meeting, including, without limitation: (a) restricting admission to the time set for the commencement of the meeting; (b) limiting attendance at the meeting to stockholders of record of the Corporation, their duly authorized proxies and such other individuals as the chairman of the meeting may determine; (c) limiting participation at the meeting on any matter to stockholders of record of the Corporation entitled to vote on such matter, their duly authorized proxies and such other individuals as the chairman of the meeting may determine; (d) limiting the time allotted to questions or comments by participants; (e) determining when and for how long the polls should be opened and when the polls should be closed; (f) maintaining order and security at the meeting; (g) removing any stockholder or any other individual who refuses to comply with meeting procedures, rules or guidelines as set forth by the chairman of the meeting; (h) concluding a meeting or recessing or adjourning the meeting to a later date and time and at a place announced at the meeting; and (i) complying with any state and local laws and regulations concerning safety and security. Unless otherwise determined by the chairman of the meeting, meetings of stockholders shall not be required to be held in accordance with the rules of parliamentary procedure.

Section 6. Quorum.

At any meeting of stockholders, the presence in person or by proxy of stockholders entitled to cast a majority of all the votes entitled to be cast at such meeting on any matter shall

constitute a quorum; but this section shall not affect any requirement under any statute or the charter of the Corporation (the “ Charter ”) for the vote necessary for the approval of any matter. If, however, such quorum is not established at any meeting of the stockholders, the chairman of the meeting may adjourn the meeting sine die or from time to time to a date not more than one hundred twenty (120) days after the original record date without notice other than announcement at the meeting. At such adjourned meeting at which a quorum shall be present, any business may be transacted which might have been transacted at the meeting as originally notified. The stockholders present either in person or by proxy, at a meeting which has been duly called and at which a quorum has been established, may continue to transact business until adjournment, notwithstanding the withdrawal from the meeting of enough stockholders to leave fewer than would be required to establish a quorum.

Section 7. Voting.

A plurality of all the votes cast at a meeting of stockholders duly called and at which a quorum is present shall be sufficient to elect a director. Each share may be voted for as many individuals as there are directors to be elected and for whose election the share is entitled to be voted. A majority of the votes cast in favor of a matter (other than the election of directors) at a meeting of stockholders duly called and at which a quorum is present shall be sufficient to approve any such matter which may properly come before the meeting, unless more than a majority of the votes cast is required by statute or by the Charter. Unless otherwise provided by statute or by the Charter, each outstanding share, regardless of class, shall be entitled to one vote on each matter submitted to a vote at a meeting of stockholders. Unless otherwise determined by the chairman of the meeting, voting on any question or in any election may be viva voce rather than by ballot.

Section 8. Proxies.

A holder of record of shares of stock of the Corporation may cast votes in person or by proxy executed or authorized by the stockholder or by the stockholder’s duly authorized agent in any manner permitted by law. Such proxy or evidence of authorization of such proxy shall be filed with the secretary of the Corporation before or at the meeting. No proxy shall be valid more than eleven (11) months after its date, unless otherwise provided in the proxy.

Section 9. Voting of Stock by Certain Holders.

Stock of the Corporation registered in the name of a corporation, partnership, limited liability company, trust or other entity, if entitled to be voted, may be voted by the president or a vice president, general partner, trustee or managing member thereof, as the case may be, or a proxy appointed by any of the foregoing individuals, unless some other person who has been appointed to vote such stock pursuant to a bylaw or a resolution of the governing body of such corporation or other entity or agreement of the partners of a partnership presents a certified copy of such bylaw, resolution or agreement, in which case such person may vote such stock. Any director or fiduciary may vote stock registered in the name of such person in the capacity of such director or fiduciary, either in person or by proxy.

Shares of stock of the Corporation directly or indirectly owned by it shall not be voted at any meeting and shall not be counted in determining the total number of outstanding shares entitled to be voted at any given time, unless they are held by it in a fiduciary capacity, in which case they may be voted and shall be counted in determining the total number of outstanding shares at any given time.

The Board of Directors may adopt by resolution a procedure by which a stockholder may certify in writing to the Corporation that any shares of stock registered in the name of the stockholder are held for the account of a specified person other than the stockholder. The resolution shall set forth the class of stockholders who may make the certification, the purpose for which the certification may be made, the form of certification and the information to be contained in it; if the certification is with respect to a record date, the time after the record date within which the certification must be received by the Corporation; and any other provisions with respect to the procedure which the Board of Directors considers necessary or desirable. On receipt by the Corporation of such certification, the person specified in the certification shall be regarded as, for the purposes set forth in the certification, the holder of record of the specified stock in place of the stockholder who makes the certification.

Section 10. Inspectors.

The Board of Directors or the chairman of the meeting may appoint, before or at the meeting, one or more inspectors for the meeting and any successor to the inspector. Except as otherwise provided by the chairman of the meeting, the inspectors, if any, shall (i) determine the number of shares of stock represented at the meeting, in person or by proxy, and the validity and effect of proxies, (ii) receive and tabulate all votes, ballots or consents, (iii) report such tabulation to the chairman of the meeting, (iv) hear and determine all challenges and questions arising in connection with the validity of any proxies of ballots, (v) perform such tasks as may be required by applicable law and (vi) do such acts as are proper to fairly conduct the election or vote. Each such report shall be in writing and signed by the inspector or by a majority of them if there is more than one inspector acting at such meeting. If there is more than one inspector, the report of a majority shall be the report of the inspectors. The report of the inspector or inspectors on the number of shares represented at the meeting and the results of the voting shall be prima facie evidence thereof.

Section 11. Advance Notice of Nominees for Director and Other Stockholder Proposals.

(a) Annual Meetings of Stockholders .

(1) At an annual meeting of the stockholders, only such business shall be conducted as shall have been properly brought before the meeting. To be properly brought before an annual meeting, business must be brought (i) pursuant to the Corporation’s notice of meeting, (ii) by or at the direction of the Board of Directors or (iii) by any stockholder of the Corporation who (A) was a stockholder of record both at the time of giving of notice by the stockholder as provided for in this Section 11(a) of this Article II and at the time of the annual meeting, (B) is entitled to vote at the meeting in the election of each individual so nominated or on any such other business and (C) has complied with this Section 11(a) of this Article II. Except for proposals properly made pursuant to, and in accordance with, Rule 14a-8 under the Exchange

Act, and included in the notice of meeting given by or at the direction of the Board of Directors, the foregoing clause (iii) shall be the exclusive means for a stockholder to propose business to be brought before an annual meeting of the stockholders.

(2) For any nomination or other business to be properly brought before an annual meeting by a stockholder pursuant to Section 11(a)(1)(iii) of this Article II, the stockholder must have given timely notice (as defined below) thereof in writing and in proper form to the secretary, provided any updates or supplements to such notice at the times and in the forms required by this Section 11 of this Article II and any such other business must otherwise be a proper matter for action by the stockholders. To be timely, a stockholder’s notice shall set forth all information required under this Section 11 of this Article II and shall be delivered to the secretary at the principal executive office of the Corporation not earlier than the one hundred fiftieth (150 th ) day nor later than 5:00 p.m., Eastern Time, on the one hundred twentieth (120 th ) day prior to the first anniversary of the date of the proxy statement (as defined in Section 11(c)(3) of this Article II) for the preceding year’s annual meeting; provided, however, that in connection with the Corporation’s first annual meeting or in the event that the date of the annual meeting is advanced or delayed by more than thirty (30) days from the first anniversary of the date of the preceding year’s annual meeting, in order for notice by the stockholder to be timely, such notice must be so delivered not earlier than the one hundred fiftieth (150 th ) day prior to the date of such annual meeting and not later than 5:00 p.m., Eastern Time, on the later of the one hundred twentieth (120 th ) day prior to the date of such annual meeting, as originally convened, or the tenth (10 th ) day following the day on which Public Announcement of the date of such meeting is first made. The Public Announcement of a postponement or adjournment of an annual meeting shall not commence a new time period for the giving of a stockholder’s notice as described above.

(3) To be in proper form, such stockholder’s notice to the secretary shall set forth:

(i) as to each individual whom the stockholder proposes to nominate for election or reelection as a director (each, a “ Proposed Nominee ”), all information relating to the Proposed Nominee that would be required to be disclosed in connection with the solicitation of proxies for the election of the Proposed Nominee as a director in an election contest (even if an election contest is not involved), or would otherwise be required in connection with such solicitation, in each case pursuant to, and in accordance with, Regulation 14A (or any successor provision) under the Exchange Act (including the Proposed Nominee’s written consent to being named in the proxy statement as a nominee and to serving as a director if elected);

(ii) as to any other business that the stockholder proposes to bring before the meeting, (A) a reasonably detailed description of such business, the stockholder’s reasons for proposing such business at the meeting and any material interest in such business of such stockholder or any Stockholder Associated Person, individually or in the aggregate, including any anticipated benefit to the stockholder or the Stockholder Associated Person therefrom, (B) the text of the proposal or business (including the text of any resolutions proposed for consideration) and (C) a reasonably detailed description of all

agreements, arrangements and understandings (I) between or among the stockholder and/or any of the Stockholder Associated Persons or (II) between or among the stockholder and/or any of the Stockholder Associated Persons, on the one hand, and any other person or entity (including their names), on the other hand, in connection with the proposal of such business by such stockholder;

(iii) as to the stockholder giving the notice, any Proposed Nominee and any Stockholder Associated Person,

(A) the class, series and number of all shares of Company Securities, if any, which are owned (beneficially or of record) by such stockholder, Proposed Nominee or Stockholder Associated Person, the date on which each such Company Security was acquired and the investment intent of such acquisition, and any short interest (including any opportunity to profit or share in any benefit from any decrease in the price of such stock or other security) in any Company Securities of any such person,

(B) the nominee holder for, and number of, any Company Securities owned beneficially but not of record by such stockholder, Proposed Nominee or Stockholder Associated Person,

(C) (I) any derivative, swap or other transaction or series of transactions engaged in, directly or indirectly, by such stockholder, any Proposed Nominee or any Stockholder Associated Person, the purpose or effect of which is to give such stockholder, Proposed Nominee or Stockholder Associated Person economic risk similar to ownership of shares or units of any Company Securities, including due to the fact that the value of such derivative, swap or other transactions are determined by reference to the price, value or volatility of any shares or units of any Company Securities, or which derivative, swap or other transactions provide, directly or indirectly, the opportunity to profit from any increase in the price or value of shares or units of any Company Securities (“ Synthetic Equity Interests ”), which Synthetic Equity Interests shall be disclosed without regard to whether (x) the derivative, swap or other transactions convey any voting rights in such shares or units to such stockholder, Proposed Nominee or Stockholder Associated Person, (y) the derivative, swap or other transactions are required to be, or are capable of being, settled through delivery of such shares or units or (z) such stockholder, Proposed Nominee or Stockholder Associated Person may have entered into other transactions that hedge or mitigate the economic effect of such derivative, swap or other transactions, (II) any proxy (other than a revocable proxy or consent given in response to a solicitation made pursuant to, and in accordance with, Regulation 14A under the Exchange Act by way of a solicitation statement filed on Schedule 14A), agreement, arrangement, understanding or relationship pursuant to which such stockholder, Proposed Nominee or Stockholder Associated Person has or shares a right to vote any shares or units of any Company Securities,

(III) any agreement, arrangement, understanding or relationship, including any repurchase or similar so-called “stock borrowing” agreement or arrangement, engaged in, directly or indirectly, by such stockholder, Proposed Nominee or Stockholder Associated Person, the purpose or effect of which is to mitigate loss to, reduce the economic risk (of ownership or otherwise) of shares or units of any Company Securities held by, manage the risk of price changes for, or increase or decrease the voting power of, such stockholder, Proposed Nominee or Stockholder Associated Person with respect to the shares or units of any Company Securities, or which provides, directly or indirectly, the opportunity to profit from any decrease in the price or value of the shares or units of any Company Securities (“ Short Interests ”), (IV) any rights to dividends on the shares or units of any Company Securities owned beneficially by such stockholder, Proposed Nominee or Stockholder Associated Person that are separated or separable from the underlying Company Securities, (V) any performance-related fees (other than an asset based fee) that such stockholder, Proposed Nominee or any Stockholder Associated Person is entitled to based on any increase or decrease in the price or value of shares or units of any Company Securities, or any Synthetic Equity Interests or Short Interests, if any, (VI) (x) if such stockholder or any Stockholder Associated Person with an interest or ownership, or that has taken an action referred to in Section 11(a)(3)(ii) or (iii) (other than this Section 11(a)(3)(C)(VI)) is not a natural person, the identity of the natural person or persons associated with such stockholder or Stockholder Associated Person responsible for the formulation of and decision to propose the business to be brought before the meeting or nominate any such Proposed Nominee (such person or persons, the “ Responsible Person ”), the manner in which such Responsible Person was selected, any fiduciary duties owed by such Responsible Person to the equity holders or other beneficiaries of such stockholder or Stockholder Associated Person, the qualifications and background of such Responsible Person and any material interests or relationships of such Responsible Person that are not shared generally by any other record or beneficial holder of the shares or units of any Company Securities and that reasonably could have influenced the decision of such stockholder or Stockholder Associated Person to propose such business to be brought before the meeting or nominate any such Proposed Nominee, and (y) if such stockholder or any such Stockholder Associated Person is a natural person, the qualifications and background of such natural person and any material interests or relationships of such natural person that are not shared generally by any other record or beneficial holder of the shares or units of any Company Securities and that reasonably could have influenced the decision of such stockholder or Stockholder Associated Person to propose such business to be brought before the meeting or nominate any such Proposed Nominee, (VII) any significant equity interests or any Synthetic Equity Interests or Short Interests in any principal competitor of the Corporation held by such stockholder, any Proposed Nominee and any

Stockholder Associated Person, (VIII) any direct or indirect interest of such stockholder, any Proposed Nominee and any Stockholder Associated Person in any contract with the Corporation, any affiliate of the Corporation or any principal competitor of the Corporation (including, in any such case, any employment agreement, collective bargaining agreement or consulting agreement), (IX) any pending or threatened litigation in which such stockholder, any Proposed Nominee or any Stockholder Associated Person is a party or material participant involving the Corporation or any of its officers or directors, or any affiliate of the Corporation, (X) any material transaction occurring during the prior twelve months between such stockholder, Proposed Nominee and any Stockholder Associated Person, on the one hand, and the Corporation, any affiliate of the Corporation or any principal competitor of the Corporation, on the other hand, (XI) a summary of any material discussions regarding the business proposed to be brought before the meeting or the nomination or identity of the Proposed Nominee (x) between or among any stockholder, Proposed Nominee and any Stockholder Associated Person or (y) between or among any stockholder, Proposed Nominee and any Stockholder Associated Person and any other record or beneficial holder of the shares or units of any Company Securities (including their names) and (XII) any other information relating to such stockholder, Proposed Nominee and any Stockholder Associated Person that would be required to be disclosed in a proxy statement or other filing required to be made in connection with solicitations of proxies or consents by such stockholder and any Stockholder Associated Person in support of the business proposed to be brought before the meeting or the election of any Proposed Nominee pursuant to, and in accordance with, Regulation 14A under the Exchange Act (the disclosures to be made pursuant to the foregoing clauses (I) through (XII) are referred to as “ Disclosable Interests ”); provided, however, that the Disclosable Interests shall not include any such disclosures with respect to the ordinary course business activities of any broker, dealer, commercial bank, trust company or other nominee solely as a result of being the stockholder directed to prepare and submit the notice required by these Bylaws on behalf of a beneficial owner,

(D) Without limiting the foregoing, any other substantial interest, direct or indirect (including, without limitation, any existing or prospective commercial, business or contractual relationship with the Corporation), by security holdings or otherwise, of such stockholder, Proposed Nominee or Stockholder Associated Person, in the Corporation or any subsidiary thereof, other than an interest arising from the ownership of Company Securities where such stockholder, Proposed Nominee or Stockholder Associated Person receives no extra or special benefit not shared on a pro rata basis by all other holders of the same class or series (the disclosures to be made pursuant this Sub-Section (D) are referred to as “ Other Disclosable Interests ”); provided, however, that the Other

Disclosable Interests shall not include any such disclosures with respect to the ordinary course business activities of any broker, dealer, commercial bank, trust company or other nominee solely as a result of being the stockholder directed to prepare and submit the notice required by these Bylaws on behalf of a beneficial owner, and

(E) a description of all direct and indirect compensation and other material monetary agreements, arrangements and understandings during the past three years, and any other material relationships, between or among the stockholder and/or any Stockholder Associated Person, on the one hand, and each Proposed Nominee, his or her respective affiliates and associates and any other persons with whom such Proposed Nominee (or any of his or her respective affiliates and associates) is Acting in Concert, on the other hand, including, without limitation, all information that would be required to be disclosed pursuant to Item 404 under Regulation S-K if such stockholder and any Stockholder Associated Person were the “registrant” for purposes of such rule and the Proposed Nominee were a director or executive officer of such registrant (the disclosures to be made pursuant to this paragraph are referred to as “ Nominee Information ”);

(iv) as to the stockholder giving the notice, any Stockholder Associated Person with an interest or ownership referred to in Sections 11(a)(3)(ii) or (iii) of this Article II and any Proposed Nominee,

(A) the name and address of such stockholder, as they appear on the Corporation’s stock ledger, and the current name and business address, if different, of each such Stockholder Associated Person and any Proposed Nominee, and

(B) the investment strategy or objective, if any, of such stockholder and each such Stockholder Associated Person who is not an individual and a copy of the prospectus, offering memorandum or similar document, if any, provided to investors or potential investors in such stockholder and each such Stockholder Associated Person; and

(v) to the extent known by the stockholder giving the notice, the name and address of any other stockholder supporting the nominee for election or reelection as a director or the proposal of other business on the date of such stockholder’s notice.

(4) Such stockholder’s notice shall, with respect to any Proposed Nominee, be accompanied by (i) a certificate executed by the Proposed Nominee certifying that such Proposed Nominee (A) will serve as a director of the Corporation if elected, (B) is not and will not become a party to (I) any agreement, arrangement or understanding with, and has not given any commitment or assurance to, any person or entity as to how such Proposed Nominee, if elected as a director of the Corporation, will act or vote on any issue or question (a “ Voting Commitment ”) that has not been disclosed to the Corporation or (II) any Voting Commitment

that could limit or interfere with such Proposed Nominee’s ability to comply, if elected as a director of the Corporation, with such Proposed Nominee’s duties under applicable law, (C) is not, and will not become a party to, any agreement, arrangement or understanding with any person or entity other than the Corporation with respect to any direct or indirect compensation, reimbursement or indemnification in connection with service or action as a director that has not been disclosed to the Corporation and (D) would be in compliance, if elected as a director of the Corporation, and will comply with applicable publicly disclosed corporate governance, conflict of interest, confidentiality, stock ownership and trading policies and guidelines of the Corporation; and (ii) an attached completed Proposed Nominee questionnaire (which questionnaire shall be provided by the Corporation, upon request, to the stockholder providing the notice and shall include all information relating to the Proposed Nominee that would be required to be disclosed in connection with the solicitation of proxies for the election of the Proposed Nominee as a director in an election contest (even if an election contest is not involved), or would otherwise be required in connection with such solicitation, in each case pursuant to, and in accordance with, Regulation 14A (or any successor provision) under the Exchange Act and the rules thereunder, or would be required pursuant to the rules of any national securities exchange or over-the-counter market on which the Corporation’s stock is listed or admitted to trading).

(5) Notwithstanding anything in this Section 11(a) of this Article II to the contrary, in the event that the number of directors to be elected to the Board of Directors is increased, and there is no Public Announcement of such action at least one-hundred thirty (130) days prior to the first anniversary of the date of the proxy statement (as defined in Section 11(c)(3) of this Article II) for the preceding year’s annual meeting, a stockholder’s notice required by this Section 11(a) of this Article II shall also be considered timely, but only with respect to nominees for any new positions created by such increase, if it shall be delivered to the secretary at the principal executive office of the Corporation not later than 5:00 p.m., Eastern Time, on the tenth (10 th ) day following the day on which such Public Announcement is first made by the Corporation.

(b) Special Meetings of Stockholders. Only such business shall be conducted at a special meeting of stockholders as shall have been brought before the meeting pursuant to the Corporation’s notice of meeting. Nominations of individuals for election to the Board of Directors may be made at a special meeting of stockholders at which directors are to be elected only (i) by or at the direction of the Board of Directors, or (ii) provided that the special meeting has been called in accordance with Section 3(a) of this Article II for the purpose of electing directors, by any stockholder of the Corporation who is a stockholder of record both at the time of giving of notice provided for in this Section 11 of this Article II and at the time of the special meeting, who is entitled to vote at the meeting in the election of each individual so nominated and who has complied with the notice procedures set forth in this Section 11 of this Article II. In the event the Corporation calls a special meeting of stockholders for the purpose of electing one or more individuals to the Board of Directors, any stockholder may nominate an individual or individuals (as the case may be) for election as a director as specified in the Corporation’s notice of meeting, if the stockholder’s notice, containing the information required by Section 11(a)(3) of this Article II, shall be delivered to the secretary at the principal executive office of the Corporation not earlier than the one hundred twentieth (120 th ) day prior to such special meeting and not later than 5:00 p.m., Eastern Time, on the later of the ninetieth (90 th ) day prior to such

special meeting or the tenth (10 th ) day following the day on which Public Announcement is first made of the date of the special meeting and of the nominees proposed by the Board of Directors to be elected at such meeting. The Public Announcement of a postponement or adjournment of a special meeting shall not commence a new time period for the giving of a stockholder’s notice as described above.

(1) If information submitted pursuant to this Section 11 of this Article II by any stockholder proposing a nominee for election as a director or any proposal for other business at a meeting of stockholders shall be inaccurate in any material respect, such information may be deemed not to have been provided in accordance with this Section 11 of this Article II. Any such stockholder shall notify the Corporation of any inaccuracy or change (within two (2) Business Days of becoming aware of such inaccuracy or change) in any such information. Upon written request by the secretary or the Board of Directors, any such stockholder shall provide, within five (5) Business Days of delivery of such request (or such other period as may be specified in such request), (A) written verification, satisfactory, in the discretion of the Board of Directors or any authorized officer of the Corporation, to demonstrate the accuracy of any information submitted by the stockholder pursuant to this Section 11 of this Article II, and (B) a written update of any information (including, if requested, by the Corporation, written confirmation by such stockholder that it continues to intend to bring such nomination or other business proposal before the meeting) submitted by the stockholder pursuant to this Section 11 of this Article II as of an earlier date. If a stockholder fails to provide such written verification or written update within such period, the information as to which written verification or a written update was requested may be deemed not to have been provided in accordance with this Section 11 of this Article II.

(2) Only such individuals who are nominated in accordance with this Section 11 of this Article II shall be eligible for election by stockholders as directors, and only such business shall be conducted at a meeting of stockholders as shall have been brought before the meeting in accordance with this Section 11 of this Article II. The chairman of the meeting shall have the power to determine whether a nomination or any other business proposed to be brought before the meeting was made or proposed, as the case may be, in accordance with this Section 11 of this Article II.

(3) For purposes of this Section 11, (i) “the date of the proxy statement” shall have the same meaning as “the date of the company’s proxy statement released to shareholders” as used in Rule 14a-8(e) promulgated under the Exchange Act, as interpreted by the Securities and Exchange Commission (“ SEC ”) from time to time, and (ii) “ Public Announcement ” shall mean disclosure (A) in a press release reported by the Dow Jones News Service, Associated Press, Business Wire, PR Newswire or other widely circulated news or wire service or (B) in a document publicly filed by the Corporation with the SEC pursuant to the Exchange Act.

(4) Notwithstanding the foregoing provisions of this Section 11 of this Article II, a stockholder shall also comply with all applicable requirements of state law and of the Exchange Act and the rules and regulations thereunder with respect to the matters set forth in this Section 11 of this Article II. Nothing in this Section 11 of this Article II shall be deemed to affect

any right of a stockholder to request inclusion of a proposal in, or the right of the Corporation to omit a proposal from, the Corporation’s proxy statement pursuant to, and in accordance with, Rule 14a-8 (or any successor provision) under the Exchange Act. Nothing in this Section 11 of this Article II shall require disclosure of revocable proxies received by the stockholder or Stockholder Associated Person pursuant to a solicitation of proxies after the filing of an effective Schedule 14A by such stockholder or Stockholder Associated Person pursuant to, and in accordance with, Regulation 14A under the Exchange Act.

Section 12. Control Share Acquisition Act.

Notwithstanding any other provision of the Charter or these Bylaws, Title 3, Subtitle 7 of the Maryland General Corporation Law (or any successor statute) (the “ MGCL ”) shall not apply to any acquisition by any person of shares of stock of the Corporation. This section may be repealed, in whole or in part, at any time, whether before or after an acquisition of control shares and, upon such repeal, may, to the extent provided by any successor bylaw, apply to any prior or subsequent control share acquisition.

Section 13. Telephone Meetings.

The Board of Directors or chairman of the meeting may permit one or more stockholders to participate in a meeting of stockholders by means of a conference telephone or other communications equipment if all persons participating in the meeting can hear each other at the same time. Participation in a meeting by these means constitutes presence in person at the meeting.

Section 14. Stockholders’ Consent in Lieu of Meeting.

Any action required or permitted to be taken at any meeting of stockholders may be taken without a meeting if a unanimous consent setting forth the action is given in writing or by electronic transmission by each stockholder entitled to vote on the matter and filed with the minutes of proceeds of the stockholders.

ARTICLE III

DIRECTORS

Section 1. General Powers.

The business and affairs of the Corporation shall be managed under the direction of its Board of Directors.

Section 2. Number, Tenure and Resignation.

At any regular meeting of the Board of Directors or at any special meeting of the Board of Directors called for that purpose, a majority of the entire Board of Directors may establish, increase or decrease the number of directors, provided that the number thereof shall never be less than the minimum number required by the MGCL nor more than fifteen (15), and further provided that the tenure of office of a director shall not be affected by any decrease in the

number of directors. Directors shall be elected at the annual meeting of stockholders, and each director shall be elected to serve until the next annual meeting of stockholders and until his or her successor is duly elected and qualifies. Any director of the Corporation may resign at any time by delivering his or her resignation in writing to the Board of Directors, the chairman of the Board of Directors or the secretary. Any resignation shall take effect immediately upon its receipt or at such later time specified in the resignation. The acceptance of a resignation shall not be necessary to make it effective unless otherwise stated in the resignation.

Section 3. Annual and Regular Meetings.

An annual meeting of the Board of Directors shall be held immediately after and at the same place as the annual meeting of stockholders, with no notice other than this Bylaw being necessary, or at such other date, time and place as may be determined by the Board of Directors and specified in a notice given as hereinafter provided for special meetings of the Board of Directors. The Board of Directors may provide, by resolution, the date, time and place for the holding of regular meetings of the Board of Directors without other notice than such resolution.

Section 4. Special Meetings.

Special meetings of the Board of Directors may be called by or at the request of the chairman of the Board of Directors, the chief executive officer, the president or a majority of the directors then in office. The person or persons authorized to call special meetings of the Board of Directors may fix the date, time and place for holding any special meeting of the Board of Directors called by them. The Board of Directors may provide, by resolution, the time and place for the holding of special meetings of the Board of Directors without other notice than such resolution.

Section 5. Notice.

Notice of any special meeting of the Board of Directors shall be delivered personally or by telephone, electronic mail, facsimile transmission, courier or United States mail to each director at his or her business or residence address. Notice by personal delivery, telephone, electronic mail or facsimile transmission shall be given at least twenty-four (24) hours prior to the meeting. Notice by United States mail shall be given at least three (3) days prior to the meeting. Notice by courier shall be given at least two (2) days prior to the meeting. Telephone notice shall be deemed to be given when the director or his or her agent is personally given such notice in a telephone call to which the director or his or her agent is a party. Electronic mail notice shall be deemed to be given upon transmission of the message to the electronic mail address given to the Corporation by the director. Facsimile transmission notice shall be deemed to be given upon completion of the transmission of the message to the number given to the Corporation by the director and receipt of a completed answer-back indicating receipt. Notice by United States mail shall be deemed to be given when deposited in the United States mail properly addressed, with postage thereon prepaid. Notice by courier shall be deemed to be given when deposited with or delivered to a courier properly addressed. Neither the business to be transacted at, nor the purpose of, any annual, regular or special meeting of the Board of Directors need be stated in the notice, unless specifically required by statute or these Bylaws.

Section 6. Quorum.

A majority of the directors shall constitute a quorum for transaction of business at any meeting of the Board of Directors, provided that, if less than a majority of such directors is present at such meeting, a majority of the directors present may adjourn the meeting from time to time without further notice, and provided further that if, pursuant to applicable law, the Charter or these Bylaws, the vote of a majority or other percentage of a particular group of directors is required for action, a quorum must also include a majority or such other percentage of such group.

The directors present at a meeting which has been duly called and at which a quorum has been established may continue to transact business until adjournment, notwithstanding the withdrawal from the meeting of enough directors to leave fewer than required to establish a quorum.

Section 7. Voting.

The action of a majority of the directors present at a meeting at which a quorum is present shall be the action of the Board of Directors, unless the concurrence of a greater proportion is required for such action by applicable law, the Charter or these Bylaws. If enough directors have withdrawn from a meeting to leave fewer than required to establish a quorum, but the meeting is not adjourned, the action of the majority of that number of directors necessary to constitute a quorum at such meeting shall be the action of the Board of Directors, unless the concurrence of a greater proportion is required for such action by applicable law, the Charter or these Bylaws.

Section 8. Organization.

At each meeting of the Board of Directors, the chairman of the Board of Directors shall act as chairman of the meeting. In the absence of the chairman of the Board of Directors, the chief executive officer, if a director, or, in the absence of the chief executive officer, the president, if a director, or, in the absence of the president, a director chosen by a majority of the directors present, shall act as chairman of the meeting. The secretary or, in his or her absence, an assistant secretary of the Corporation, or, in the absence of the secretary and all assistant secretaries, an individual appointed by the chairman of the meeting, shall act as secretary of the meeting.

Section 9. Telephone Meetings.

Directors may participate in a meeting by means of a conference telephone or other communications equipment if all persons participating in the meeting can hear each other at the same time. Participation in a meeting by these means shall constitute presence in person at the meeting.

Section 10. Consent by Directors Without a Meeting.

Any action required or permitted to be taken at any meeting of the Board of Directors may be taken without a meeting, if a consent in writing or by electronic transmission to such

action is given by each director and is filed with the minutes of proceedings of the Board of Directors.

Section 11. Vacancies.

If for any reason any or all of the directors cease to be directors, such event shall not terminate the existence of the Corporation or affect these Bylaws or the powers of the remaining directors hereunder. Except as may be provided by the Board of Directors in setting the terms of any class or series of preferred stock, any vacancy (including a vacancy created by an increase in the number of directors) on the Board of Directors may be filled only by a majority of the remaining directors, even if the remaining directors do not constitute a quorum. Any director elected to fill a vacancy shall serve for the remainder of the full term of the directorship in which the vacancy occurred and until a successor is elected and qualifies.

Section 12. Compensation.

Directors shall not receive any stated salary for their services as directors but, by resolution of the Board of Directors, may receive compensation per year and/or per meeting and/or per visit to real property or other facilities owned or leased by the Corporation and for any service or activity they performed or engaged in as directors. Directors may be reimbursed for expenses of attendance, if any, at each annual, regular or special meeting of the Board of Directors or of any committee thereof and for their expenses, if any, in connection with each property visit and any other service or activity they perform or engage in as directors; but nothing herein contained shall be construed to preclude any directors from serving the Corporation in any other capacity and receiving compensation therefor.

Section 13. Reliance.

Each director and officer of the Corporation shall, in the performance of his or her duties with respect to the Corporation, be entitled to rely on any information, opinion, report or statement, including any financial statement or other financial data, prepared or presented by an officer or employee of the Corporation whom the director or officer reasonably believes to be reliable and competent in the matters presented, by a lawyer, certified public accountant or other person, as to a matter which the director or officer reasonably believes to be within the person’s professional or expert competence, or, with respect to a director, by a committee of the Board of Directors on which the director does not serve, as to a matter within its designated authority, if the director reasonably believes the committee to merit confidence.

Section 14. Certain Rights of Directors and Officers.

A director who is not also an officer of the Corporation shall have no responsibility to devote his or her full time to the affairs of the Corporation. Any director or officer, in his or her personal capacity or in a capacity as an affiliate, employee, or agent of any other person, or otherwise, may have business interests and engage in business activities similar to, in addition to or in competition with those of or relating to the Corporation.

Section 15. Ratification.

The Board of Directors or the stockholders may ratify and make binding on the Corporation any action or inaction by the Corporation or its officers to the extent that the Board of Directors or the stockholders could have originally authorized the matter. Moreover, any action or inaction questioned in any stockholders’ derivative proceeding or any other proceeding on the ground of lack of authority, defective or irregular execution, adverse interest of a director, officer or stockholder, non-disclosure, miscomputation, the application of improper principles or practices of accounting or otherwise, may be ratified, before or after judgment, by the Board of Directors or by the stockholders, and if so ratified, shall have the same force and effect as if the questioned action or inaction had been originally duly authorized, and such ratification shall be binding upon the Corporation and its stockholders and shall constitute a bar to any claim or execution of any judgment in respect of such questioned action or inaction.

Section 16. Emergency Provisions.

Notwithstanding any other provision in the Charter or these Bylaws, this Section 16 shall apply during the existence of any catastrophe, or other similar emergency condition, as a result of which a quorum of the Board of Directors under Article III of these Bylaws cannot readily be obtained (an “ Emergency ”). During any Emergency, unless otherwise provided by the Board of Directors, (i) a meeting of the Board of Directors or a committee thereof may be called by any director or officer by any means feasible under the circumstances; (ii) notice of any meeting of the Board of Directors during such an Emergency may be given less than twenty-four (24) hours prior to the meeting to as many directors and by such means as may be feasible at the time, including publication, television or radio, and (iii) the number of directors necessary to constitute a quorum shall be one-third (1/3) of the entire Board of Directors.

ARTICLE IV
COMMITTEES

Section 1. Number, Tenure and Qualifications.

The Board of Directors may appoint from among its members an Audit Committee, a Compensation Committee, a Nominating and Corporate Governance Committee and other committees, composed of one or more directors, to serve at the pleasure of the Board of Directors. The exact composition of each committee, including the total number of directors and the number of independent directors on each such committee, shall at all times comply with any applicable listing requirements and rules and regulations of the New York Stock Exchange or any other national securities exchange on which the Corporation’s common stock is then listed, as such rules and regulations may be modified or amended from time to time, and any applicable rules and regulations of the SEC, as such rules and regulations may be modified or amended from time to time.

Section 2. Powers.

The Board of Directors may delegate to committees appointed under Section 1 of this Article IV any of the powers of the Board of Directors, except as prohibited by law.

Section 3. Meetings.

Notice of committee meetings shall be given in the same manner as notice for special meetings of the Board of Directors. A majority of the members of the committee shall constitute a quorum for the transaction of business at any meeting of the committee. The act of a majority of the committee members present at a meeting shall be the act of such committee. The Board of Directors may designate a chairman of any committee, and such chairman or, in the absence of a chairman, any two (2) members of any committee (if there are at least two members of the committee) may fix the time and place of its meeting unless the Board of Directors shall otherwise provide. In the absence of any member of any such committee, the members thereof present at any meeting, whether or not they constitute a quorum, may appoint another director to act in the place of such absent member.

Section 4. Telephone Meetings.

Members of a committee of the Board of Directors may participate in a meeting by means of a conference telephone or other communications equipment if all persons participating in the meeting can hear each other at the same time. Participation in a meeting by these means shall constitute presence in person at the meeting.

Section 5. Consent by Committees Without a Meeting.

Any action required or permitted to be taken at any meeting of a committee of the Board of Directors may be taken without a meeting, if a consent in writing or by electronic transmission to such action is given by each member of the committee and is filed with the minutes of proceedings of such committee.

Section 6. Removal and Vacancies.

Subject to the provisions hereof, the Board of Directors shall have the power at any time to change the membership or size of any committee (including the removal of any member of such committee), to fill any vacancy, to designate an alternate member to replace any absent or disqualified member or to dissolve any such committee.

ARTICLE V
OFFICERS

Section 1. General Provisions.

The officers of the Corporation shall include a president, a secretary and a treasurer and may include a chairman of the Board of Directors, a vice chairman of the Board of Directors, a chief executive officer, a chief operating officer, a chief financial officer, one (1) or more assistant secretaries and one (1) or more assistant treasurers. In addition, the Board of Directors may from time to time elect such other officers with such powers and duties as it shall deem necessary or desirable. The officers of the Corporation shall be elected annually by the Board of Directors, except that the chief executive officer or president may from time to time appoint one (1) or more vice presidents, assistant secretaries, and assistant treasurers or other officers. Each officer shall serve until his or her successor is elected and qualifies or until his or her death, or

his or her resignation or removal in the manner hereinafter provided. Any two (2) or more offices except president and vice president may be held by the same person. Election of an officer or agent shall not of itself create contract rights between the Corporation and such officer or agent.

Section 2. Removal and Resignation.

Any officer or agent of the Corporation may be removed, with or without cause, by the Board of Directors if in its judgment the best interests of the Corporation would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Any officer of the Corporation may resign at any time by delivering his or her resignation in writing to the Board of Directors, the chairman of the Board of Directors, the chief executive officer, the president or the secretary. Any resignation shall take effect immediately upon its receipt or at such later time specified in the resignation. The acceptance of a resignation shall not be necessary to make it effective unless otherwise stated in the resignation. Such resignation shall be without prejudice to the contract rights, if any, of the Corporation.

Section 3. Vacancies.

A vacancy in any office may be filled by the Board of Directors for the balance of the term.

Section 4. Chief Executive Officer.

The Board of Directors may designate a chief executive officer. In the absence of such designation, the chairman of the Board of Directors shall be the chief executive officer of the Corporation. The chief executive officer shall have general responsibility for implementation of the policies of the Corporation, as determined by the Board of Directors, and for the management of the business and affairs of the Corporation. He or she may execute any deed, mortgage, bond, contract or other instrument, except in cases where the execution thereof shall be expressly delegated by the Board of Directors or by these Bylaws to some other officer or agent of the Corporation or shall be required by law to be otherwise executed, and in general shall perform all duties incident to the office of chief executive officer and such other duties as may be prescribed the Board of Directors from time to time.

Section 5. Chief Operating Officer.

The Board of Directors may designate a chief operating officer. The chief operating officer shall have the responsibilities and duties as prescribed by the Board of Directors or the chief executive officer.

Section 6. Chief Financial Officer.

The Board of Directors may designate a chief financial officer. The chief financial officer shall have the responsibilities and duties prescribed by the Board of Directors or the chief executive officer.

Section 7. Chairman of the Board of Directors.

The Board of Directors may designate from among its members a chairman of the Board of Directors. The Board of Directors may designate the chairman of the Board of Directors as an executive or non-executive chairman. The chairman of the Board of Directors shall preside over the meetings of the Board of Directors. The chairman of the Board of Directors shall perform such other duties as may be assigned to him or her by these Bylaws or the Board of Directors.

Section 8. President.

In the absence of a chief executive officer, the president shall in general supervise and control all of the business and affairs of the Corporation. In the absence of a designation of a chief operating officer by the Board of Directors, the president shall be the chief operating officer. He or she may execute any deed, mortgage, bond, contract or other instrument, except in cases where the execution thereof shall be expressly delegated by the Board of Directors or by these Bylaws to some other officer or agent of the Corporation or shall be required by law to be otherwise executed, and in general shall perform all duties incident to the office of president and such other duties as may be prescribed by the Board of Directors from time to time.

Section 9. Vice Presidents.

In the absence of the president or in the event of a vacancy in such office, the vice president (or in the event there be more than one vice president, vice presidents in the order designated at the time of their election or, in the absence of any designation, then in the order of their election) shall perform the duties of the president and when so acting shall have all the powers of and be subject to all the restrictions upon the president, and shall perform such other duties as from time to time may be assigned to such vice president by the Board of Directors or chief executive officer. The Board of Directors may designate one or more vice presidents as executive vice president, senior vice president or as vice president for particular areas of responsibility.

Section 10. Secretary.

The secretary shall (a) keep the minutes of the proceedings of the stockholders, the Board of Directors and committees of the Board of Directors in one or more books provided for that purpose; (b) see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; (c) be custodian of the corporate records and of the seal of the Corporation; (d) keep a register of the post office address of each stockholder which shall be furnished to the secretary by such stockholder; (e) have general charge of the stock transfer books of the Corporation; and (f) in general perform such other duties as from time to time may be assigned to him or her by the chief executive officer, the president or the Board of Directors.

Section 11. Treasurer.

The treasurer shall (a) have the custody of the funds and securities of the Corporation, (b) keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation, (c) deposit all moneys and other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the Board of Directors and (d) in

general perform such other duties as from time to time may be assigned to him or her by the chief executive officer, the president or the Board of Directors. In the absence of a designation of a chief financial officer by the Board of Directors, the treasurer shall be the chief financial officer of the Corporation.

The treasurer shall disburse the funds of the Corporation as may be ordered by the Board of Directors, taking proper vouchers for such disbursements, and shall render to the president and Board of Directors, at the regular meetings of the Board of Directors or whenever it may so require, an account of all his or her transactions as treasurer and of the financial condition of the Corporation.

Section 12. Assistant Secretaries; Assistant Treasurers.

The assistant secretaries and assistant treasurers, in general, shall perform such duties as shall be assigned to them by the secretary or treasurer, respectively, or by the chief executive officer, the president or the Board of Directors.

Section 13. Compensation.

The compensation of the officers shall be fixed from time to time by or under the authority of the Board of Directors. No officer shall be prevented from receiving such compensation by reason of the fact that he or she is also a director.

ARTICLE VI
CONTRACTS, CHECKS AND DEPOSITS

Section 1. Contracts.

The Board of Directors or a committee of the Board of Directors acting within the scope of its delegated authority may authorize any officer or agent to enter into any contract or to execute and deliver any instrument in the name of and on behalf of the Corporation and such authority may be general or confined to specific instances. Any agreement, deed, mortgage, lease or other document shall be valid and binding upon the Corporation when duly authorized or ratified by action of the Board of Directors or such other committee and executed by an authorized person.

Section 2. Checks and Drafts.

All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation shall be signed by such officer or agent of the Corporation in such manner as shall from time to time be determined by the Board of Directors.

Section 3. Deposits.

All funds of the Corporation not otherwise employed shall be deposited or invested from time to time to the credit of the Corporation as the Board of Directors, the chief executive officer, the president, the chief financial officer, or any other officer designated by the Board of Directors may determine.

ARTICLE VII
STOCK

Section 1. Certificates.

Except as may be otherwise provided by the Board of Directors, stockholders of the Corporation are not entitled to certificates representing the shares of stock held by them. In the event that the Corporation issues shares of stock represented by certificates, such certificates shall be in such form as prescribed by the Board of Directors or a duly authorized officer, shall contain the statements and information required by the MGCL and shall be signed by the officers of the Corporation in the manner required by the MGCL. In the event that the Corporation issues shares of stock without certificates, to the extent then required by the MGCL, the Corporation shall provide to the record holders of such shares a written statement of the information required by the MGCL to be included on stock certificates. There shall be no differences in the rights and obligations of stockholders based on whether or not their shares are represented by certificates.

Section 2. Transfers.

All transfers of shares of stock shall be made on the books of the Corporation and the books of the transfer agent of the Corporation, if applicable, by the holder of the shares, in person or by his or her attorney, in such manner as the Board of Directors or any officer of the Corporation may prescribe and, if such shares are certificated, upon surrender to the Corporation or, if authorized by the Corporation, the transfer agent of the Corporation of certificates duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, the Corporation, or, if authorized by the Corporation, the transfer agent of the Corporation, shall issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction on its books. The issuance of a new certificate upon the transfer of certificated shares is subject to the determination of the Board of Directors that such shares shall no longer be represented by certificates. Upon the transfer of any uncertificated shares, to the extent then required by the MGCL, the Corporation shall provide to the record holders of such shares a written statement of the information required by the MGCL to be included on stock certificates.

The Corporation shall be entitled to treat the holder of record of any share of stock as the holder in fact thereof and, accordingly, shall not be bound to recognize any equitable or other claim to or interest in such share or on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise expressly provided by the laws of the State of Maryland.

Notwithstanding the foregoing, transfers of shares of any class or series of stock will be subject in all respects to the Charter and all of the terms and conditions contained therein.

Section 3. Replacement Certificate.

Any officer of the Corporation may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the Corporation alleged to have been lost, destroyed, stolen or mutilated upon the making of an affidavit of that fact by the person claiming the certificate to be lost, destroyed, stolen or mutilated; provided, however, if such shares have ceased to be certificated, no new certificate shall be issued unless requested in

writing by such stockholder and the Board of Directors has determined that such certificates may be issued. Unless otherwise determined by an officer of the Corporation, the owner of such lost, destroyed, stolen or mutilated certificate or certificates, or his or her legal representative, shall be required, as a condition precedent to the issuance of a new certificate or certificates, to give the Corporation a bond in such sums as it may direct as indemnity against any claim that may be made against the Corporation.

Section 4. Fixing of Record Date.

Subject to the provisions of Article II, Section 3, the Board of Directors may set, in advance, a record date for the purpose of determining stockholders entitled to notice of or to vote at any meeting of stockholders or determining stockholders entitled to receive payment of any dividend or the allotment of any other rights, or in order to make a determination of stockholders for any other proper purpose. Such date, in any case, shall not be prior to the close of business on the day the record date is fixed and shall be not more than ninety (90) days and, in the case of a meeting of stockholders, not less than ten (10) days, before the date on which the meeting or particular action requiring such determination of stockholders of record is to be held or taken.

When a record date for the determination of stockholders entitled to notice of and to vote at any meeting of stockholders has been set as provided in this section, such record date shall continue to apply to the meeting if adjourned or postponed, except if the meeting is adjourned or postponed to a date more than one hundred twenty (120) days after the record date originally fixed for the meeting, in which case a new record date for such meeting may be determined as set forth herein.

Section 5. Stock Ledger.

The Corporation shall maintain at its principal office or at the office of its counsel, accountants or transfer agent, an original or duplicate stock ledger containing the name and address of each stockholder and the number of shares of each class held by such stockholder.

Section 6. Fractional Stock; Issuance of Units.

The Board of Directors may authorize the Corporation to issue fractional stock or authorize the issuance of scrip, all on such terms and under such conditions as it may determine. Notwithstanding any other provision of the Charter or these Bylaws, the Board of Directors may issue units consisting of different securities of the Corporation. Any security issued in a unit shall have the same characteristics as any identical securities issued by the Corporation, except that the Board of Directors may provide that for a specified period securities of the Corporation issued in such unit may be transferred on the books of the Corporation only in such unit.

ARTICLE VIII
ACCOUNTING YEAR

The Board of Directors shall have the power, from time to time, to fix the fiscal year of the Corporation by a duly adopted resolution.

ARTICLE IX
DISTRIBUTIONS

Section 1. Authorization.

Dividends and other distributions upon the stock of the Corporation may be authorized by the Board of Directors, subject to the provisions of law and the Charter. Dividends and other distributions may be paid in cash, property or stock of the Corporation, subject to the provisions of law and the Charter.

Section 2. Contingencies.

Before payment of any dividends or other distributions, there may be set aside out of any assets of the Corporation available for dividends or other distributions such sum or sums as the Board of Directors may from time to time, in its absolute discretion, think proper as a reserve fund for contingencies, for equalizing dividends or other distributions, for repairing or maintaining any property of the Corporation or for such other purpose as the Board of Directors shall determine, and the Board of Directors may modify or abolish any such reserve.

ARTICLE X
INVESTMENT POLICIES

Subject to the provisions of the Charter, the Board of Directors may from time to time adopt, amend, revise or terminate any policy or policies with respect to investments by the Corporation as it shall deem appropriate in its sole discretion.

ARTICLE XI
SEAL

Section 1. Seal.

The Board of Directors may authorize the adoption of a seal by the Corporation. The seal shall contain the name of the Corporation and the year of its incorporation, and the words “Incorporated Maryland.” The Board of Directors may authorize one or more duplicate seals and provide for the custody thereof.

Section 2. Affixing Seal.

Whenever the Corporation is permitted or required to affix its seal to a document, it shall be sufficient to meet the requirements of any law, rule or regulation relating to a seal to place the word “(SEAL)” adjacent to the signature of the person authorized to execute the document on behalf of the Corporation.

ARTICLE XII
INDEMNIFICATION AND ADVANCE OF EXPENSES

To the maximum extent permitted by Maryland law in effect from time to time, the Corporation shall indemnify and, without requiring a preliminary determination of the ultimate

entitlement to indemnification, shall pay or reimburse all reasonable costs, fees and expenses (including attorneys’ fees, costs and expenses) in advance of final disposition of any Proceeding (as defined below) to (a) any individual who is a present or former director or officer of the Corporation and who was or is made or threatened to be made a party to any pending or contemplated action, suit or proceeding, whether civil, criminal, administrative or investigative (a “ Proceeding ”) by reason of his or her service in that capacity or (b) any individual who, while a director or officer of the Corporation and at the request of the Corporation, serves or has served as a director, officer, partner, trustee, member or manager of another corporation, real estate investment trust, limited liability company, partnership, joint venture, trust, employee benefit plan or other enterprise and who was or is made or threatened to be made a party to any Proceeding by reason of his or her service in that capacity. The rights to indemnification and to be paid or reimbursed expenses in advance of a final disposition of any Proceeding provided by the Charter and these Bylaws shall vest immediately upon election of a director or officer. The Corporation may, with the approval of its Board of Directors, provide such indemnification and payment or reimbursement of expenses in advance to (i) an individual who served a predecessor of the Corporation in any of the capacities described in (a) or (b) above and (ii) any employee or agent of the Corporation or a predecessor of the Corporation. The indemnification and payment or reimbursement of expenses provided in these Bylaws shall not be deemed exclusive of or limit in any way other rights to which any person seeking indemnification or payment or reimbursement of expenses may be or may become entitled under any bylaw, resolution, insurance, agreement or otherwise.

Neither the amendment nor repeal of this Article, nor the adoption or amendment of any other provision of the Charter or these Bylaws inconsistent with this Article, shall apply to or affect in any respect the applicability of the preceding paragraph of this Article XII with respect to any act or failure to act which occurred prior to such amendment, repeal or adoption.

ARTICLE XIII
WAIVER OF NOTICE

Whenever any notice of a meeting is required to be given pursuant to the Charter or these Bylaws or pursuant to applicable law, a waiver thereof in writing or by electronic transmission, given by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. Neither the business to be transacted at nor the purpose of any meeting need be set forth in the waiver of notice of such meeting, unless specifically required by statute. The attendance of any person at any meeting shall constitute a waiver of notice of such meeting, except where such person attends a meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting has not been lawfully called or convened.

ARTICLE XIV
EXCLUSIVE FORUM FOR CERTAIN LITIGATION

Unless the Corporation consents in writing to the selection of an alternative forum, the sole and exclusive forum for (a) any derivative action or proceeding brought on behalf of the Corporation, (b) any action asserting a claim of breach of any duty owed by the Corporation or

by any director or officer or other employee of the Corporation to the Corporation or to the stockholders of the Corporation, (c) any action asserting a claim against the Corporation or any director or officer or other employee of the Corporation arising pursuant to any provision of the Maryland General Corporation Law or the Charter or Bylaws of the Corporation, or (d) any action asserting a claim against the Corporation or any director or officer or other employee of the Corporation that is governed by the internal affairs doctrine shall be the Circuit Court for Baltimore City, Maryland, or, if that Court does not have jurisdiction, the United States District Court for the District of Maryland, Baltimore Division.

ARTICLE XV
AMENDMENT OF BYLAWS

The Board of Directors shall have the exclusive power to adopt, alter or repeal any provision of these Bylaws and to make new Bylaws.

ARTICLE XVI
SEVERABILITY

If any provision of these Bylaws shall be held invalid or unenforceable in any respect, such holding shall apply only to the extent of any such invalidity or unenforceability and shall not in any manner affect, impair or render invalid or unenforceable any other provision of the Bylaws in any jurisdiction.

Exhibit 10.2

FARMLAND PARTNERS INC.

2014 EQUITY INCENTIVE PLAN

TABLE OF CONTENTS

				Page
1.		PURPOSE		1
2.		DEFINITIONS		1
3.		ADMINISTRATION OF THE PLAN		7
	3.1		Committee	7
	3.2		Terms of Awards	8
	3.3		Forfeiture; Recoupment	9
	3.4		No Repricing	9
	3.5		Deferral Arrangement	10
	3.6		No Liability	10
	3.7		Share Issuance/Book-Entry	10
4.		SHARES SUBJECT TO THE PLAN		10
	4.1		Number of Shares Available for Awards	10
	4.2		Adjustments in Authorized Shares	10
	4.3		Share Usage	11
5.		EFFECTIVE DATE, DURATION AND AMENDMENTS		11
	5.1		Effective Date	11
	5.2		Term	11
	5.3		Amendment and Termination of the Plan	11
6.		AWARD ELIGIBILITY AND LIMITATIONS		12
	6.1		Service Providers and Other Persons	12
	6.2		Limitation on Shares Subject to Awards and Cash Awards	12
	6.3		Stand-Alone, Additional, Tandem and Substitute Awards	12
7.		AWARD AGREEMENT		13
8.		TERMS AND CONDITIONS OF OPTIONS		13
	8.1		Option Price	13
	8.2		Vesting	13
	8.3		Term	13
	8.4		Termination of Service	13
	8.5		Limitations on Exercise of Option	14
	8.6		Method of Exercise	14
	8.7		Rights of Holders of Options	14
	8.8		Delivery of Share Certificates	14
	8.9		Transferability of Options	14
	8.10		Family Transfers	15
	8.11		Limitations on Incentive Stock Options	15
	8.12		Notice of Disqualifying Disposition	15
9.		TERMS AND CONDITIONS OF STOCK APPRECIATION RIGHTS		15
	9.1		Right to Payment and Grant Price	15
	9.2		Other Terms	16
	9.3		Term	16
	9.4		Transferability of SARS	16
	9.5		Family Transfers	16
10.		TERMS AND CONDITIONS OF RESTRICTED STOCK AND STOCK UNITS		17
	10.1		Grant of Restricted Stock or Stock Units	17

	10.2		Restrictions	17
	10.3		Restricted Stock Certificates	17
	10.4		Rights of Holders of Restricted Stock	17
	10.5		Rights of Holders of Stock Units	18
	10.6		Termination of Service	18
	10.7		Delivery of Shares	18
11.		TERMS AND CONDITIONS OF UNRESTRICTED STOCK AWARDS AND OTHER EQUITY-BASED
AWARDS				19
12.		FORM OF PAYMENT FOR OPTIONS AND RESTRICTED STOCK		19
	12.1		General Rule	19
	12.2		Surrender of Shares	19
	12.3		Cashless Exercise	20
	12.4		Other Forms of Payment	20
13.		TERMS AND CONDITIONS OF DIVIDEND EQUIVALENT RIGHTS		20
	13.1		Dividend Equivalent Rights	20
	13.2		Termination of Service	20
14.		TERMS AND CONDITIONS OF PERFORMANCE AWARDS AND ANNUAL INCENTIVE AWARDS		21
	14.1		Grant of Performance Awards and Annual Incentive Awards	21
	14.2		Value of Performance Awards and Annual Incentive Awards	21
	14.3		Earning of Performance Awards and Annual Incentive Awards	21
	14.4		Form and Timing of Payment of Performance Awards and Annual Incentive Awards	21
	14.5		Performance Conditions	21
	14.6		Performance Awards or Annual Incentive Awards Granted to Designated Covered Employees	22
	14.7		Status of Awards Under Code Section 162(m)	25
15.		TERMS AND CONDITIONS OF LONG-TERM INCENTIVE UNITS		25
	15.1		Vesting	25
16.		PARACHUTE LIMITATIONS		25
17.		REQUIREMENTS OF LAW		26
	17.1		General	26
	17.2		Rule 16b-3	27
18.		EFFECT OF CHANGES IN CAPITALIZATION		27
	18.1		Changes in Shares	27
	18.2		Reorganization in Which the Company Is the Surviving Entity Which Does not Constitute a Change in Control	28
	18.3		Change in Control in which Awards are not Assumed	28
	18.4		Change in Control in which Awards are Assumed	29
	18.5		Adjustments	30
	18.6		No Limitations on Company	30
19.		GENERAL PROVISIONS		30
	19.1		Disclaimer of Rights	30
	19.2		Nonexclusivity of the Plan	31
	19.3		Withholding Taxes	31
	19.4		Captions	32

19.5	Other Provisions	32
19.6	Number and Gender	32
19.7	Severability	32
19.8	Governing Law	32
19.9	Code Section 409A	32

iii

FARMLAND PARTNERS INC.
2014 EQUITY INCENTIVE PLAN

Farmland Partners Inc., a Maryland corporation (the “Company”), sets forth herein the terms of its 2014 Equity Incentive Plan (the “Plan”), as follows:

1. PURPOSE

The Plan is intended to provide (a) incentive to officers, employees, directors, consultants and other eligible persons to stimulate their efforts towards the success of the Company and to operate and manage its business in a manner that will provide for the long term growth and profitability of the Company; and (b) a means of obtaining, rewarding and retaining key personnel. To this end, the Plan provides for the grant of stock options, stock appreciation rights, restricted stock, unrestricted stock, stock units (including deferred stock units), dividend equivalent rights, long-term incentive units, other equity-based awards and cash bonus awards. Any of these awards may, but need not, be made as performance incentives to reward attainment of annual or long-term performance goals in accordance with the terms hereof. Stock options granted under the Plan may be non-qualified stock options or incentive stock options, as provided herein.

2. DEFINITIONS

For purposes of interpreting the Plan and related documents (including Award Agreements), the following definitions shall apply:

2.1 “Affiliate” means, with respect to the Company, any company or other trade or business that controls, is controlled by or is under common control with the Company within the meaning of Rule 405 of Regulation C under the Securities Act, including, without limitation, any Subsidiary. For purposes of granting Options or Stock Appreciation Rights, an entity may not be considered an Affiliate of the Company unless the Company holds a “controlling interest” in such entity, where the term “controlling interest” has the same meaning as provided in Treasury Regulation Section 1.414(c)-2(b)(2)(i), provided that the language “at least 50 percent” is used instead of “at least 80 percent” and, provided further, that where granting of Options or Stock Appreciation Rights is based upon a legitimate business criteria, the language “at least 20 percent” is used instead of “at least 80 percent” each place it appears in Treasury Regulation Section 1.414(c)-2(b)(2)(i).

2.2 “Annual Incentive Award” means an Award, denominated in cash, made subject to attainment of performance goals (as described in Section 14 ) over a Performance Period of up to one (1) year (which shall correspond to the Company’s fiscal year, unless otherwise specified by the Committee).

2.3 “Applicable Laws” means the legal requirements relating to the Plan and the Awards under applicable provisions of the corporate, securities, tax and other laws, rules, regulations and government orders, and the rules of any applicable stock exchange or national market system, of any jurisdiction applicable to Awards granted to residents therein.

2.4 “Award” means a grant of an Option, Stock Appreciation Right, Restricted Stock, Unrestricted Stock, Stock Unit, Dividend Equivalent Right, Performance Award, Annual Incentive Award, LTIP Unit, or Other Equity-Based Award under the Plan.

2.5 “Award Agreement” means the agreement between the Company and a Grantee that evidences and sets out the terms and conditions of an Award.

2.6 “Benefit Arrangement” shall have the meaning set forth in Section 16 .

2.7 “Board” means the Board of Directors of the Company.

2.8 “Cause” means, unless defined otherwise in a Service Provider’s Award Agreement or employment, consulting or services agreement with the Company or an Affiliate (in which case such definition shall control), as determined by the Committee, the Service Provider’s (i) continued failure to substantially perform duties, or gross negligence or willful misconduct in connection with the performance of duties; (ii) conviction or plea of guilty or nolo contendere of a felony; (iii) conviction of any other criminal offense involving an act of dishonesty intended to result in substantial personal enrichment of such Grantee at the expense of the Company or an Affiliate; or (iv) material breach of any Company policy or term of any employment, consulting or other services, confidentiality, intellectual property or non-competition agreements, if any, between the Service Provider and the Company or an Affiliate.

2.9 “ Change in Control ” means:

(i) Any “person” as such term is used in Section 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”) (other than the Company, any trustee or other fiduciary holding securities under any employee benefit plan of the Company or any corporation owned, directly or indirectly, by the stockholders of the Company in substantially the same proportion as their ownership of stock of the Company), is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 50% or more of the combined voting power of the Company’s then outstanding voting securities;

(ii) During any period of twelve consecutive months, individuals who at the beginning of such period constitute the Board, and any new director (other than a director designated by a person who has entered into an agreement with the Company to effect a transaction described in clause (i), (iii) or (iv) hereof) whose election by the Board or nomination for election by the Company’s stockholders was approved by a vote of at least a majority of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute at least a majority thereof, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or actual threatened solicitation of proxies or consents by or on behalf of a person other than the Board;

(iii) The consummation of a merger or consolidation of the Company with any other entity or approve the issuance of voting securities in connection with a merger or consolidation of the Company (or any direct or indirect subsidiary thereof) pursuant to

applicable exchange requirements, other than (A) a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving or parent entity) at least 50.1% of the combined voting power of the voting securities of the Company or such surviving or parent entity outstanding immediately after such merger or consolidation or (B) a merger or consolidation effected to implement a recapitalization of the Company (or similar transaction) in which no “person” (as defined above) is or becomes the beneficial owner, directly or indirectly, of securities of the Company representing 50% or more of either of the then outstanding shares of Common Stock or the combined voting power of the Company’s then outstanding voting securities; or

(iv) The consummation of the sale or disposition by the Company of all or substantially all of the Company’s assets (or any transaction or series of transactions within a period of twelve months ending on the date of the last sale or disposition having a similar effect).

Notwithstanding the foregoing, if an Award constitutes deferred compensation within the meaning of Code Section 409A, no payment, settlement or vesting (if vesting would be deemed a distribution with respect to the Award under Section 409A) shall occur with respect to such Award on account of the Change in Control transaction or event unless the transaction or event also constitutes a change in the ownership or effective control of the Company or a change in the ownership of a substantial portion of the Company’s assets, as those terms are used in Code Section 409A(a)(2)(c)(v).

2.10 “Code” means the Internal Revenue Code of 1986, as now in effect or as hereafter amended.

2.11 “Committee” means the Committee constituted under Section 3 to administer the Plan.

2.12 “Common Stock” means the common stock of the Company, par value $0.01 per share.

2.13 “Company” means Farmland Partners Inc., a Maryland corporation.

2.14 “Covered Employee” means a Grantee who is a covered employee within the meaning of Code Section 162(m)(3).

2.15 “Determination Date” means the Grant Date or such other date as of which the Fair Market Value of a Share is required to be established for purposes of the Plan.

2.16 “Disability” means the Grantee is unable to perform each of the essential duties of such Grantee’s position by reason of a medically determinable physical or mental impairment which is potentially permanent in character or which can be expected to last for a continuous period of not less than 12 months; provided, however, that, with respect to rules regarding expiration of an Incentive Stock Option following termination of the Grantee’s Service, Disability shall mean the Grantee is unable to engage in any substantial gainful activity by reason of a medically determinable physical or mental impairment which can be expected to

result in death or which has lasted or can be expected to last for a continuous period of not less than 12 months.

2.17 “Dividend Equivalent Right” means a right, granted to a Grantee under Section 13 , to receive cash, Shares, other Awards or other property equal in value to dividends paid with respect to a specified number of Shares, or other periodic payments.

2.18 “Effective Date” means March 24, 2014, the date the Plan was approved by the stockholders of the Company.

2.19 “Exchange Act” means the Securities Exchange Act of 1934, as now in effect or as hereafter amended.

2.20 “Fair Market Value” means the fair market value of a Share for purposes of the Plan, which shall be determined as of any Determination Date as follows:

(i) If on such Determination Date the Shares are listed on a Stock Exchange, or are publicly traded on another established securities market (a “ Securities Market ”), the Fair Market Value of a Share shall be the closing price of the Share as reported on such Stock Exchange or such Securities Market (provided that, if there is more than one such Stock Exchange or Securities Market, the Committee shall designate the appropriate Stock Exchange or Securities Market for purposes of the Fair Market Value determination). If there is no such reported closing price on such Determination Date, the Fair Market Value of a Share shall be the closing price of the Share on the most recent date prior to such Determination Date on which any sale of Shares shall have been reported on such Stock Exchange or such Securities Market.

(ii) If on such Determination Date the Shares are not listed on a Stock Exchange or publicly traded on a Securities Market, the Fair Market Value of a Share shall be the value of the Share as determined by the Committee in good faith; provided, however, that if such Fair Market Value is used to determine an Option Price or a SAR Exercise Price, the Committee shall use a reasonable application of a reasonable valuation method, in a manner consistent with Code Section 409A.

2.21 “Family Member” means a person who is a spouse, former spouse, child, stepchild, grandchild, parent, stepparent, grandparent, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother, sister, brother-in-law, or sister-in-law, including adoptive relationships, of the Grantee, any person sharing the Grantee’s household (other than a tenant or employee), a trust in which any one or more of these persons have more than fifty percent (50%) of the beneficial interest, a foundation in which any one or more of these persons (or the Grantee) control the management of assets, and any other entity in which one or more of these persons (or the Grantee) own more than fifty percent (50%) of the voting interests.

2.22 “Good Reason” means, unless defined otherwise in a Service Provider’s Award Agreement or employment, consulting or services agreement with the Company or an Affiliate (in which case such definition shall control), as determined by the Committee (i) a material adverse change to the Service Provider’s title or responsibilities; (ii) a material reduction in the Service Provider’s annual base salary or annual target bonus opportunity; or (iii) the relocation of

the Service Provider’s principal place of employment to a location more than 35 miles from the Service Provider’s principal place of employment or the Company’s requiring the Service Provider to be based anywhere other than such principal place of employment (or permitted relocation thereof) except for required travel on the Company’s business to an extent substantially consistent with the Service Provider’s business travel obligations as of immediately prior to the Change in Control; provided, however, that the Service Provider must provide written notice to the Company of the condition that could constitute a “Good Reason” event within ninety (90) days of the initial existence of such condition, such condition must not have been remedied by the Company within thirty (30) days of such written notice, and the termination must occur within ninety (90) days after such failure to remedy the event.

2.23 “Grant Date” means, as determined by the Committee, the latest to occur of (i) the date as of which the Company completes the action constituting the Award, (ii) the date on which the recipient of an Award first becomes eligible to receive an Award under Section 6 , or (iii) such other date as may be specified by the Committee.

2.24 “Grantee” means a natural person who receives or holds an Award under the Plan.

2.25 “Incentive Stock Option” means an “incentive stock option” within the meaning of Code Section 422, or the corresponding provision of any subsequently enacted tax statute, as amended from time to time.

2.26 “Long-Term Incentive Unit” or “LTIP Unit” means an Award under Section 15 of an interest in the operating partnership affiliated with the Company.

2.27 “Non-Qualified Stock Option” means an Option that is not an Incentive Stock Option.

2.28 “Option” means an option to purchase one or more Shares pursuant to the Plan.

2.29 “Option Price” means the exercise price for each Share subject to an Option.

2.30 “Other Agreement” shall have the meaning set forth in Section 16 .

2.31 “Other Equity-Based Award” means a right or other interest that may be denominated or payable in, valued in whole or in part by reference to, or otherwise based on, or related to, Shares, other than an Option, Stock Appreciation Right, Restricted Stock, Unrestricted Stock, Stock Unit, Dividend Equivalent Right, Performance Award or Annual Incentive Award.

2.32 “Outside Director” means a member of the Board who is not an officer or employee of the Company.

2.33 “Performance Award” means an Award made subject to the attainment of performance goals (as described in Section 14 ) over a Performance Period of up to ten (10) years.

2.34 “Performance-Based Compensation” means compensation under an Award that is intended to satisfy the requirements of Code Section 162(m) for “qualified performance-based compensation” paid to Covered Employees. Notwithstanding the foregoing, nothing in the Plan shall be construed to mean that an Award which does not satisfy the requirements for “qualified performance-based compensation” under Code Section 162(m) does not constitute performance-based compensation for other purposes, including for purposes of Code Section 409A.

2.35 “Performance Measures” means measures as described in Section 14 on which the performance goals are based and which have been approved by the Company’s stockholders pursuant to the Plan in order to qualify Awards as Performance-Based Compensation.

2.36 “Performance Period” means the period of time during which the performance goals must be met in order to determine the degree of payout and/or vesting with respect to an Award.

2.37 “Plan” means this Farmland Partners Inc. 2014 Equity Incentive Plan, as amended from time to time.

2.38 “Purchase Price” means the purchase price for each Share pursuant to a grant of Restricted Stock, Stock Units or Unrestricted Stock.

2.39 “Restricted Stock” means Shares awarded to a Grantee pursuant to Section 10 .

2.40 “SAR Exercise Price” means the per share exercise price of a SAR granted to a Grantee under Section 9 .

2.41 “Securities Act” means the Securities Act of 1933, as now in effect or as hereafter amended.

2.42 “Service” means service as a Service Provider to the Company or any Affiliate. Unless otherwise stated in the applicable Award Agreement, a Grantee’s change in position or duties shall not result in interrupted or terminated Service, so long as such Grantee continues to be a Service Provider to the Company or any Affiliate. Subject to the preceding sentence, whether a termination of Service shall have occurred for purposes of the Plan shall be determined by the Committee, which determination shall be final, binding and conclusive. Notwithstanding any other provision to the contrary, for any individual providing services solely as a director, only service to the Company or any of its Subsidiaries constitutes Service. Except as may otherwise be required to comply with Code Section 409A, if the Service Provider’s employment or other service relationship is with an Affiliate and that entity ceases to be an Affiliate, a termination of Service shall be deemed to have occurred when the entity ceases to be an Affiliate unless the Service Provider transfers his or her employment or other service relationship to the Company or its remaining Affiliates.

2.43 “Service Provider” means an employee, officer, director, or a consultant or adviser (who is a natural person) providing services to the Company or any of its Affiliates.

2.44 “Share” means a share of Common Stock.

2.45 “Stock Appreciation Right” or “SAR” means a right granted to a Grantee under Section 9 .

2.46 “Stock Units” means a bookkeeping entry representing the equivalent of one Share awarded to a Grantee pursuant to Section 10 .

2.47 “Stock Exchange” means the New York Stock Exchange or another established national or regional stock exchange.

2.48 “Subsidiary” means any “subsidiary corporation” of the Company within the meaning of Code Section 424(f).

2.49 “Substitute Award” means an Award granted upon assumption of, or in substitution for, outstanding awards previously granted by a company or other entity acquired by the Company or an Affiliate or with which the Company or an Affiliate combines.

2.50 “Ten Percent Stockholder” means an individual who owns more than ten percent (10%) of the total combined voting power of all classes of outstanding voting securities of the Company, its parent or any of its Subsidiaries. In determining Share ownership, the attribution rules of Code Section 424(d) shall be applied.

2.51 “Unrestricted Stock” shall have the meaning set forth in Section 11 .

Unless the context otherwise requires, all references in the Plan to “including” shall mean “including without limitation.”

References in the Plan to any Code Section shall be deemed to include, as applicable, regulations promulgated under such Code Section.

3. ADMINISTRATION OF THE PLAN

3.1 Committee .

The Plan shall be administered by the Committee, constituted as follows:

(i) The Committee will consist of the Compensation Committee of the Board or, in the absence of a Compensation Committee, the Board or such committee as the Board shall select. Once appointed, the Committee will serve in its designated capacity until otherwise directed by the Board. The Board may increase the size of the Committee and appoint additional members, remove members (with or without cause) and substitute new members, fill vacancies (however caused), or remove all members of the Committee and thereafter directly administer the Plan. Notwithstanding the foregoing, unless the Board determines otherwise, while the Company Shares are registered pursuant to Section 12 of the Exchange Act, the Plan will be administered only by a committee consisting of no fewer than two directors of the Company, each of whom is (A) a “non-employee director” within the meaning of Rule 16b-3 (or any successor rule) of the Exchange Act, (B) an “outside director” within the meaning of Section 162(m)(4)(C)(i) of the Code, and (C) an “independent director” for purpose of the rules and regulations of the Stock Exchange or quotation system on which the

Shares are principally traded; provided, however, the failure of the Committee to be composed solely of individuals who are “non-employee directors,” “outside directors,” and “independent directors” shall not render ineffective or void any Awards made by, or other actions taken by, such Committee.

(ii) The Plan may be administered by different bodies with respect to different Grantees.

(iii) Decisions of the Committee shall be final, conclusive and binding on all persons or entities, including the Company, any Grantee, any stockholder and any employee or any Affiliate. A majority of the members of the Committee may determine its actions and fix the time and place of its meetings.

(iv) The Committee may delegate to a committee of one or more Directors of the Company or, to the extent permitted by Applicable Law, to one or more officers or a committee of officers, the authority to grant Awards to employees and officers of the Company and its Affiliates who are not directors, Covered Employees, or “officers,” as such term is defined by Rule 16a-1(f) of the Exchange Act.

3.2 Terms of Awards.

Subject to the other terms and conditions of the Plan, the Committee shall have full and final authority to:

(i) designate Grantees;

(ii) determine the type or types of Awards to be made to a Grantee;

(iii) determine the number of Shares to be subject to an Award;

(iv) establish the terms and conditions of each Award (including, but not limited to, the exercise price of any Option, the nature and duration of any restriction or condition (or provision for lapse thereof) relating to the vesting, exercise, transfer, or forfeiture of an Award or the Shares subject thereto, the treatment of an Award in the event of a Change in Control, and any terms or conditions that may be necessary to qualify Options as Incentive Stock Options);

(v) prescribe the form of each Award Agreement evidencing an Award;

(vi) interpret and administer the Plan and any instrument or agreement entered into under or in connection with the Plan, including any Award Agreement;

(vii) correct any defect, supply any omission or reconcile any inconsistency in the Plan or any Award in the manner and to the extent that the Committee shall deem desirable to carry it into effect;

(viii) establish such rules and regulations and appoint such agents as it shall deem appropriate for the proper administration of the Plan;

(ix) amend, modify, or reprice (except as such practice is prohibited by Section 3.4 herein) the terms of any outstanding Award; and

(x) make any other determination and take any other action that the Committee deems necessary or desirable for administration of the Plan.

Such authority specifically includes the authority, in order to effectuate the purposes of the Plan but without amending the Plan, to make or modify Awards to eligible individuals who are foreign nationals or are individuals who are employed outside the United States to recognize differences in local law, tax policy, or custom. Notwithstanding the foregoing, no amendment, modification or supplement of any Award shall, without the consent of the Grantee, impair the Grantee’s rights under such Award.

3.3 Forfeiture; Recoupment.

The Company may reserve the right in an Award Agreement to cause a forfeiture of the gain realized by a Grantee with respect to an Award thereunder on account of actions taken by, or failed to be taken by, such Grantee in violation or breach of or in conflict with any (a) employment agreement, (b) non-competition agreement, (c) agreement prohibiting solicitation of employees or clients of the Company or any Affiliate, (d) confidentiality obligation with respect to the Company or any Affiliate, or (e) other agreement, as and to the extent specified in such Award Agreement. The Company may annul an outstanding Award if the Grantee thereof is an employee and is terminated for Cause as defined in the Plan or the applicable Award Agreement or for “cause” as defined in any other agreement between the Company or any Affiliate and such Grantee, as applicable.

If the Company adopts a “clawback” or recoupment policy, any Award will be subject to repayment to the Company to the extent so provided under the terms of such policy. Such policy may authorize the Company to recover from a Grantee incentive-based compensation (including Options awarded as compensation) awarded to or received by such Grantee during a period of up to three (3) years, as determined by the Committee, preceding the date on which the Company is required to prepare an accounting restatement due to material noncompliance by the Company, as a result of misconduct, with any financial reporting requirement under the federal securities laws.

3.4 No Repricing.

Except for adjustments to Options or SARs contemplated by Section 18 , the Company may not, without obtaining stockholder approval: (a) amend the terms of outstanding Options or SARs to reduce the Option Price or SAR Exercise Price of such outstanding Options or SARs; (b) cancel outstanding Options or SARs in exchange for or substitution of Options or SARs with an Option Price or SAR Exercise Price that is less than the exercise price of the original Options or SARs; (c) cancel outstanding Options or SARs with an Option Price or SAR Exercise Price above the current Fair Market Value of a Share in exchange for cash or other securities; or (d)

take any other action with respect to Options or SARS that would be treated as a repricing under the Stock Exchange or quotation system on which the Shares are principally traded.

3.5 Deferral Arrangement.

The Committee may permit or require the deferral of any award payment into a deferred compensation arrangement, subject to such rules and procedures as it may establish, which may include provisions for the payment or crediting of interest or Dividend Equivalent Rights and, in connection therewith, provisions for converting such credits into Stock Units and for restricting deferrals to comply with hardship distribution rules affecting tax-qualified retirement plans subject to Code Section 401(k)(2)(B)(IV), provided that no Dividend Equivalent Rights may be granted in connection with, or related to, an Award of Options or SARs. Any such deferrals shall be made in a manner that complies with Code Section 409A.

3.6 No Liability.

No member of the Board or the Committee (or any other person to whom administrative authority has been delegated hereunder) shall be liable for any action or determination made in good faith with respect to the Plan or any Award or Award Agreement.

3.7 Share Issuance/Book-Entry.

Notwithstanding any provision of the Plan to the contrary, the issuance of the Shares under the Plan may be evidenced in such a manner as the Committee , in its discretion, deems appropriate, including, without limitation, book-entry or direct registration or issuance of one or more share certificates.

4. SHARES SUBJECT TO THE PLAN

4.1 Number of Shares Available for Awards.

Subject to adjustment as provided in Section 18 , the number of Shares available for issuance under the Plan shall be equal to six percent (6%) of the total number of shares of Common Stock sold in the Company’s initial public offering (including any shares of Common Stock sold by the Company pursuant to the exercise of any over-allotment option, which shall not exceed 15% of the total number of shares of Common Stock sold at the initial closing of the Company’s initial public offering). Subject to adjustment as provided in Section 18 , the number of Shares available for issuance as Incentive Stock Options shall be 280,000. Shares issued or to be issued under the Plan shall be authorized but unissued shares or treasury Shares or any combination of the foregoing, as may be determined from time to time by the Board or by the Committee.

4.2 Adjustments in Authorized Shares.

The Committee shall have the right to substitute or assume Awards in connection with mergers, reorganizations, separations, or other transactions to which Code Section 424(a) applies. The number of Shares reserved pursuant to Section 4 shall be increased by the corresponding number of awards assumed and, in the case of a substitution, by the net increase in

the number of Shares subject to awards before and after the substitution. Available shares under a stockholder approved plan of an acquired company (as appropriately adjusted to reflect the transaction) may be used for Awards under the Plan and do not reduce the number of Shares available under the Plan, subject to requirements of the Stock Exchange on which the Shares are listed.

4.3 Share Usage.

Shares covered by an Award shall be counted as used as of the Grant Date. Any Shares that are subject to Awards shall be counted against the limit set forth in Section 4.1 as one (1) Share for every one (1) Share subject to an Award. With respect to SARs, the number of Shares subject to an award of SARs will be counted against the aggregate number of Shares available for issuance under the Plan regardless of the number of Shares actually issued to settle the SAR upon exercise. If any Shares covered by an Award granted under the Plan are not purchased or are forfeited or expire, or if an Award otherwise terminates without delivery of any Shares subject thereto, then the number of Shares counted against the aggregate number of Shares available under the Plan with respect to such Award shall, to the extent of any such forfeiture, termination or expiration, again be available for making Awards under the Plan in the same amount as such Shares were counted against the limit set forth in Section 4.1 . The number of Shares available for issuance under the Plan shall not be increased by (i) any Shares tendered or withheld or Award surrendered in connection with the purchase of Shares upon exercise of an Option as described in Section 12.2 , (ii) any Shares deducted or delivered from an Award payment in connection with the Company’s tax withholding obligations as described in Section 19.3 or (iii) any Shares purchased by the Company with proceeds from option exercises.

5. EFFECTIVE DATE, DURATION AND AMENDMENTS

5.1 Effective Date.

The Plan shall be effective as of the Effective Date.

5.2 Term.

The Plan shall continue in effect until the day immediately prior to the 10-year anniversary of the Effective Date, unless sooner terminated on any date as provided in Section 5.3 or extended with approved by the stockholders of the Company.

5.3 Amendment and Termination of the Plan.

The Board may, at any time and from time to time, amend, suspend, or terminate the Plan as to any Shares as to which Awards have not been made. An amendment shall be contingent on approval of the Company’s stockholders to the extent stated by the Board, required by Applicable Laws or required by the Stock Exchange on which the Shares are listed. No amendment will be made to the no-repricing provisions of Section 3.4 or the option pricing provisions of Section 8.1 without the approval of the Company’s stockholders. No amendment, suspension, or termination of the Plan shall, without the consent of the Grantee, impair rights or obligations under any Award theretofore awarded under the Plan.

6. AWARD ELIGIBILITY AND LIMITATIONS

6.1 Service Providers and Other Persons.

Subject to this Section 6 , Awards may be made under the Plan to: (i) any Service Provider, as the Committee shall determine and designate from time to time and (ii) any other individual whose participation in the Plan is determined to be in the best interests of the Company by the Committee.

6.2 Limitation on Shares Subject to Awards and Cash Awards.

During any time when the Company has a class of equity security registered under Section 12 of the Exchange Act and the transition period under Treasury Regulation Section 1.162-27(f)(2) has lapsed or does not apply, Awards intended to qualify as Performance-Based Compensation shall be subject to the following limitations:

(i) the maximum number of Shares subject to Options or SARs that can be granted under the Plan to any person eligible for an Award under Section 6 is One Million (1,000,000) Shares in a calendar year (for this purpose, tandem SARs/Options shall be treated as one Award);

(ii) the maximum number of Shares that can be granted under the Plan, other than pursuant to Options or SARs, to any person eligible for an Award under Section 6 is One Million (1,000,000) Shares in a calendar year; and

(iii) the maximum amount that may be paid as an Annual Incentive Award in a calendar year to any person eligible for an Award shall be Five Million Dollars ($5,000,000) and the maximum amount that may be paid as a cash-settled Performance Award in respect of a performance period by any person eligible for an Award shall be Five Million Dollars ($5,000,000).

The preceding limitations in this Section 6.2 are subject to adjustment as provided in Section 18 .

6.3 Stand-Alone, Additional, Tandem and Substitute Awards.

Subject to Section 3.4 , Awards granted under the Plan may, in the discretion of the Committee, be granted either alone or in addition to, in tandem with, or in substitution or exchange for, any other Award or any award granted under another plan of the Company, any Affiliate, or any business entity to be acquired by the Company or an Affiliate, or any other right of a Grantee to receive payment from the Company or any Affiliate. Such additional, tandem, and substitute or exchange Awards may be granted at any time. Subject to Section 3.4 , if an Award is granted in substitution or exchange for another Award, the Committee shall require the surrender of such other Award in consideration for the grant of the new Award. In addition, Awards may be granted in lieu of cash compensation, including in lieu of cash amounts payable under other plans of the Company or any Affiliate. Notwithstanding Section 8.1 and Section 9.1 but subject to Section 3.4 , the Option Price of an Option or the SAR Exercise Price of an SAR that is a Substitute Award may be less than 100% of the Fair Market Value of a Share on the

original date of grant; provided, that, the Option Price or grant price is determined in accordance with the principles of Code Section 424 and the regulations thereunder for any Incentive Stock Option and consistent with Code Section 409A for any other Option or SAR.

7. AWARD AGREEMENT

Each Award granted pursuant to the Plan shall be evidenced by an Award Agreement, in such form or forms as the Committee shall from time to time determine. Award Agreements granted from time to time or at the same time need not contain similar provisions but shall be consistent with the terms of the Plan. Each Award Agreement evidencing an Award of Options shall specify whether such Options are intended to be Non-Qualified Stock Options or Incentive Stock Options, and in the absence of such specification such options shall be deemed Non-Qualified Stock Options.

8. TERMS AND CONDITIONS OF OPTIONS

8.1 Option Price.

The Option Price of each Option shall be fixed by the Committee and stated in the Award Agreement evidencing such Option. Except in the case of Substitute Awards, the Option Price of each Option shall be at least the Fair Market Value of a Share on the Grant Date; provided, however , that in the event that a Grantee is a Ten Percent Stockholder, the Option Price of an Option granted to such Grantee that is intended to be an Incentive Stock Option shall be not less than one hundred ten percent (110%) of the Fair Market Value of a Share on the Grant Date. In no case shall the Option Price of any Option be less than the par value of a Share.

8.2 Vesting.

Subject to Sections 8.3 and 18.3 , each Option granted under the Plan shall become exercisable at such times and under such conditions as shall be determined by the Committee and stated in the Award Agreement. For purposes of this Section 8.2 , fractional numbers of Shares subject to an Option shall be rounded down to the next nearest whole number.

8.3 Term.

Each Option granted under the Plan shall terminate, and all rights to purchase Shares thereunder shall cease, upon the expiration of ten (10) years from the date such Option is granted, or under such circumstances and on such date prior thereto as is set forth in the Plan or as may be fixed by the Committee and stated in the Award Agreement relating to such Option; provided, however, that in the event that the Grantee is a Ten Percent Stockholder, an Option granted to such Grantee that is intended to be an Incentive Stock Option shall not be exercisable after the expiration of five (5) years from its Grant Date.

8.4 Termination of Service.

Each Award Agreement shall set forth the extent to which the Grantee shall have the right to exercise the Option following termination of the Grantee’s Service. Such provisions shall be determined in the sole discretion of the Committee, need not be uniform among all

Options issued pursuant to the Plan, and may reflect distinctions based on the reasons for termination of Service.

8.5 Limitations on Exercise of Option.

Notwithstanding any other provision of the Plan, in no event may any Option be exercised, in whole or in part, prior to the date the Plan is approved by the stockholders of the Company as provided herein or after the occurrence of an event referred to in Section 18 which results in termination of the Option.

8.6 Method of Exercise.

Subject to the terms of Section 12 and Section 19.3 , an Option that is exercisable may be exercised by the Grantee’s delivery to the Company of notice of exercise on any business day, at the Company’s principal office, on the form specified by the Company and in accordance with any additional procedures specified by the Committee. Subject to the terms of Section 12 and Section 19.3 , such notice shall specify the number of Shares with respect to which the Option is being exercised and shall be accompanied by payment in full of the Option Price of the Shares for which the Option is being exercised plus the amount (if any) of federal and/or other taxes which the Company may, in its judgment, be required to withhold with respect to an Award.

8.7 Rights of Holders of Options.

Unless otherwise stated in the applicable Award Agreement, an individual or entity holding or exercising an Option shall have none of the rights of a stockholder (for example, the right to receive cash or dividend payments or distributions attributable to the subject Shares or to direct the voting of the subject Shares or to receive notice of any meeting of the Company’s stockholders) until the Shares covered thereby are fully paid and issued to him. Except as provided in Section 18 , no adjustment shall be made for dividends, distributions or other rights for which the record date is prior to the date of such issuance.

8.8 Delivery of Share Certificates.

Promptly after the exercise of an Option by a Grantee and the payment in full of the Option Price with respect thereto, such Grantee shall be entitled to receive such evidence of such Grantee’s ownership of the Shares subject to such Option as shall be consistent with Section 3.7 .

8.9 Transferability of Options.

Except as provided in Section 8.10 , during the lifetime of a Grantee, only the Grantee (or, in the event of legal incapacity or incompetency, the Grantee’s guardian or legal representative) may exercise an Option. Except as provided in Section 8.10 , no Option shall be assignable or transferable by the Grantee to whom it is granted, other than by will or the laws of descent and distribution.

8.10 Family Transfers.

If authorized in the applicable Award Agreement or by the Committee, in its sole discretion, a Grantee may transfer, not for value, all or part of an Option which is not an Incentive Stock Option to any Family Member. For the purpose of this Section 8.10 , a “not for value” transfer is a transfer which is (i) a gift, (ii) a transfer under a domestic relations order in settlement of marital property rights; or (iii) unless Applicable Law does not permit such transfers, a transfer to an entity in which more than fifty percent (50%) of the voting interests are owned by Family Members (or the Grantee) in exchange for an interest in that entity. Following a transfer under this Section 8.10 , any such Option shall continue to be subject to the same terms and conditions as were applicable immediately prior to transfer, and Shares acquired pursuant to the Option shall be subject to the same restrictions on transfer of shares as would have applied to the Grantee. Subsequent transfers of transferred Options are prohibited except to Family Members of the original Grantee in accordance with this Section 8.10 or by will or the laws of descent and distribution. The events of termination of Service of Section 8.4 shall continue to be applied with respect to the original Grantee, following which the Option shall be exercisable by the transferee only to the extent, and for the periods specified, in Section 8.4 .

8.11 Limitations on Incentive Stock Options.

An Option shall constitute an Incentive Stock Option only (i) if the Grantee of such Option is an employee of the Company or any Subsidiary of the Company; (ii) to the extent specifically provided in the related Award Agreement; and (iii) to the extent that the aggregate Fair Market Value (determined at the time the Option is granted) of the Shares with respect to which all Incentive Stock Options held by such Grantee become exercisable for the first time during any calendar year (under the Plan and all other plans of the Grantee’s employer and its Affiliates) does not exceed $100,000. Except to the extent provided in the regulations under Code Section 422, this limitation shall be applied by taking Options into account in the order in which they were granted.

8.12 Notice of Disqualifying Disposition.

If any Grantee shall make any disposition of Shares issued pursuant to the exercise of an Incentive Stock Option under the circumstances described in Code Section 421(b) (relating to certain disqualifying dispositions), such Grantee shall notify the Company of such disposition within ten (10) days thereof.

9. TERMS AND CONDITIONS OF STOCK APPRECIATION RIGHTS

9.1 Right to Payment and Grant Price.

A SAR shall confer on the Grantee to whom it is granted a right to receive, upon exercise thereof, the excess of (A) the Fair Market Value of one Share on the date of exercise over (B) the SAR Exercise Price as determined by the Committee. The Award Agreement for a SAR shall specify the SAR Exercise Price, which shall be at least the Fair Market Value of one (1) Share on the Grant Date. SARs may be granted in conjunction with all or part of an Option granted under the Plan or at any subsequent time during the term of such Option, in conjunction with all or part of any other Award or without regard to any Option or other Award; provided that a SAR that is granted subsequent to the Grant Date of a related Option must have a SAR Exercise Price that is

no less than the Fair Market Value of one Share on the SAR Grant Date; and provided further that a Grantee may only exercise either the SAR or the Option with which it is granted in tandem and not both.

9.2 Other Terms.

The Committee shall determine on the Grant Date or thereafter, the time or times at which and the circumstances under which a SAR may be exercised in whole or in part (including based on achievement of performance goals and/or future service requirements), the time or times at which SARs shall cease to be or become exercisable following termination of Service or upon other conditions, the method of exercise, method of settlement, form of consideration payable in settlement, method by or forms in which Shares will be delivered or deemed to be delivered to Grantees, whether or not a SAR shall be in tandem or in combination with any other Award, and any other terms and conditions of any SAR.

9.3 Term.

Each SAR granted under the Plan shall terminate, and all rights thereunder shall cease, upon the expiration of ten (10) years from the date such SAR is granted, or under such circumstances and on such date prior thereto as is set forth in the Plan or as may be fixed by the Committee and stated in the Award Agreement relating to such SAR.

9.4 Transferability of SARS.

Except as provided in Section 9.5 , during the lifetime of a Grantee, only the Grantee (or, in the event of legal incapacity or incompetency, the Grantee’s guardian or legal representative) may exercise a SAR. Except as provided in Section 9.5 , no SAR shall be assignable or transferable by the Grantee to whom it is granted, other than by will or the laws of descent and distribution.

9.5 Family Transfers.

If authorized in the applicable Award Agreement and by the Committee, in its sole discretion, a Grantee may transfer, not for value, all or part of a SAR to any Family Member. For the purpose of this Section 9.5 , a “not for value” transfer is a transfer which is (i) a gift, (ii) a transfer under a domestic relations order in settlement of marital property rights; or (iii) unless Applicable Law does not permit such transfers, a transfer to an entity in which more than fifty percent (50%) of the voting interests are owned by Family Members (or the Grantee) in exchange for an interest in that entity. Following a transfer under this Section 9.5 , any such SAR shall continue to be subject to the same terms and conditions as were applicable immediately prior to transfer, and Shares acquired pursuant to a SAR shall be subject to the same restrictions on transfer or shares as would have applied to the Grantee. Subsequent transfers of transferred SARs are prohibited except to Family Members of the original Grantee in accordance with this Section 9.5 or by will or the laws of descent and distribution.

10. TERMS AND CONDITIONS OF RESTRICTED STOCK AND STOCK UNITS

10.1 Grant of Restricted Stock or Stock Units.

Awards of Restricted Stock or Stock Units may be made for consideration or no consideration. To the extent required by applicable law, Grantees will be required to pay the par value of the Shares; provided, however, that, to the extent permitted by applicable law, par value shall be deemed paid by past Service or, if so provided in the related Award Agreement or a separate agreement, the promise by the Grantee to perform future Service to the Company or an Affiliate of the Company).

10.2 Restrictions.

At the time a grant of Restricted Stock or Stock Units is made, the Committee may, in its sole discretion, establish a period of time (a “restricted period”) applicable to such Restricted Stock or Stock Units. Each Award of Restricted Stock or Stock Units may be subject to a different restricted period. The Committee may in its sole discretion, at the time a grant of Restricted Stock or Stock Units is made, prescribe restrictions in addition to or other than the expiration of the restricted period, including the satisfaction of corporate or individual performance objectives, which may be applicable to all or any portion of the Restricted Stock or Stock Units as described in Section 14 , and which shall be set forth in the Award Agreement relating to such grant. Neither Restricted Stock nor Stock Units may be sold, transferred, assigned, pledged or otherwise encumbered or disposed of during the restricted period or prior to the satisfaction of any other restrictions prescribed by the Committee with respect to such Restricted Stock or Stock Units.

10.3 Restricted Stock Certificates.

Pursuant to Section 3.7 , to the extent that ownership of Restricted Stock is evidenced by a book-entry registration or direct registration, such registration shall be notated to evidence the restrictions imposed on such Award of Restricted Stock under the Plan and the applicable Award Agreement. Subject to Section 3.7 and the immediately following sentence, the Company may issue, in the name of each Grantee to whom Restricted Stock have been granted, share certificates representing the total number of Restricted Stock granted to the Grantee, as soon as reasonably practicable after the Grant Date. The Committee may provide in an Award Agreement that either (i) the Secretary of the Company shall hold such certificates for the Grantee’s benefit until such time as the shares of Restricted Stock are forfeited to the Company or the restrictions applicable thereto lapse and such Grantee shall deliver a stock power to the Company with respect to each certificate, or (ii) such certificates shall be delivered to the Grantee, provided, however, that such certificates shall bear a legend or legends that comply with the applicable securities laws and regulations and make appropriate reference to the restrictions imposed under the Plan and the Award Agreement.

10.4 Rights of Holders of Restricted Stock.

Unless the Committee otherwise provides in an Award Agreement, holders of Restricted Stock shall have the right to vote such Shares. Awards of Restricted Stock may provide for the right to receive any dividends declared or paid with respect to such Shares; provided, however, that to the extent such dividend rights are provided with respect to Restricted Stock that vests or is earned based upon the achievement of performance goals , dividends shall not be paid currently, but shall, instead, be paid (or, to the extent deemed reinvested into additional Shares of

Restricted Stock, vest) only to the extent (and when) such Restricted Stock vests . The Award Agreement may provide that dividends are payable in cash or deemed reinvested in additional Shares of Restricted Stock at a price per Share equal to the Fair Market Value of a Share on the date that such dividend is paid. All distributions, if any, received by a Grantee with respect to Restricted Stock as a result of any stock split, extraordinary dividend, share dividend, combination of shares, or other similar transaction shall be subject to the restrictions applicable to the original Grant. Absent advance written consent by the Committee, holders of Restricted Stock may not make an election under Code Section 83(b) with regard to the grant of Restricted Stock, and any holder who attempts to make such an election without first obtaining such consent shall forfeit the Restricted Stock.

10.5 Rights of Holders of Stock Units.

10.5.1 Voting and Dividend Equivalent Rights.

Holders of Stock Units shall have no rights as stockholders of the Company (for example, the right to receive cash or dividend payments or distributions attributable to the Shares subject to such Stock Units, to direct the voting of the Shares subject to such Stock Units, or to receive notice of any meeting of the Company’s stockholders); provided, however, that the Committee may provide in an Award Agreement evidencing a grant of Stock Units that the holder of such Stock Units shall be entitled to receive Dividend Equivalent Rights.

10.5.2 Creditor’s Rights.

A holder of Stock Units shall have no rights other than those of a general creditor of the Company. Stock Units represent an unfunded and unsecured obligation of the Company, subject to the terms and conditions of the applicable Award Agreement.

10.6 Termination of Service.

Unless the Committee otherwise provides in an Award Agreement or in writing after the Award Agreement is issued, upon the termination of a Grantee’s Service, any Restricted Stock or Stock Units held by such Grantee that have not vested, or with respect to which all applicable restrictions and conditions have not lapsed, shall immediately be deemed forfeited. Upon forfeiture of Restricted Stock or Stock Units, the Grantee shall have no further rights with respect to such Award, including but not limited to any right to vote Restricted Stock or any right to receive dividends with respect to Restricted Stock or Stock Units.

10.7 Delivery of Shares.

Upon the expiration or termination of any restricted period and the satisfaction of any other conditions prescribed by the Committee and set forth in the Award Agreement relating to such Restricted Stock or Stock Units, the restrictions applicable to Restricted Stock or Stock Units settled in Shares shall lapse, and, unless otherwise provided in the applicable Award Agreement, a book-entry or direct registration or a share certificate evidencing ownership of such Shares shall, consistent with Section 3.7 , be issued, free of all such restrictions, to the Grantee or the Grantee’s beneficiary or estate, as the case may be. Neither the Grantee, nor the

Grantee’s beneficiary or estate, shall have any further rights with regard to a Stock Unit once the Shares represented by the Stock Unit has been delivered.

11. TERMS AND CONDITIONS OF UNRESTRICTED STOCK AWARDS AND OTHER EQUITY-BASED AWARDS

The Committee may, in its sole discretion, grant (or sell) an Unrestricted Stock Award to any Grantee pursuant to which such Grantee may receive Shares free of any restrictions (“Unrestricted Stock”) under the Plan. Unrestricted Stock Awards may be granted or sold to any Grantee as provided in the immediately preceding sentence in respect of past or, if so provided in the related Award Agreement or a separate agreement, the promise by the Grantee to perform future Service to the Company or an Affiliate or other valid consideration, or in lieu of, or in addition to, any cash compensation due to such Grantee. To the extent required by applicable law, Grantees will be required to pay the par value of any Shares received pursuant to an Award; provided, however, that, to the extent permitted by applicable law, par value shall be deemed paid by past Service or, if so provided in the related Award Agreement or a separate agreement, the promise by the Grantee to perform future Service to the Company or an Affiliate of the Company).

The Committee may, in its sole discretion, grant Awards to Grantees in the form of Other Equity-Based Awards, as deemed by the Committee to be consistent with the purposes of the Plan. Awards granted pursuant to this Section 11 may be granted with vesting, value and/or payment contingent upon the attainment of one or more performance goals. The Committee shall determine the terms and conditions of such Awards at the date of grant or thereafter. Unless the Committee otherwise provides in an Award Agreement or in writing after the Award Agreement is issued, upon the termination of a Grantee’s Service, any Other Equity-Based Awards held by such Grantee that have not vested, or with respect to which all applicable restrictions and conditions have not lapsed, shall immediately be deemed forfeited. Upon forfeiture of Other Equity-Based Awards, the Grantee shall have no further rights with respect to such Award.

12. FORM OF PAYMENT FOR OPTIONS AND RESTRICTED STOCK

12.1 General Rule.

Payment of the Option Price for the Shares purchased pursuant to the exercise of an Option or the Purchase Price for Restricted Stock shall be made in cash or in cash equivalents acceptable to the Company.

12.2 Surrender of Shares.

To the extent the Award Agreement so provides, payment of the Option Price for Shares purchased pursuant to the exercise of an Option or the Purchase Price for Restricted Stock may be made all or in part through the tender or attestation to the Company of Shares, which shall be valued, for purposes of determining the extent to which the Option Price or Purchase Price has been paid thereby, at their Fair Market Value on the date of exercise or surrender, as applicable.

12.3 Cashless Exercise.

With respect to an Option only (and not with respect to Restricted Stock), to the extent permitted by law and to the extent the Award Agreement so provides, payment of the Option Price for Shares purchased pursuant to the exercise of an Option may be made all or in part (i) by delivery (on a form acceptable to the Committee) by the Grantee of an irrevocable direction to a licensed securities broker acceptable to the Company to sell Shares and to deliver all or part of the sales proceeds to the Company in payment of the Option Price and any withholding taxes described in Section 19.3 , or, (ii) with the consent of the Company, by the Grantee electing to have the Company issue to Grantee only that the number of Shares equal in value to the difference between the Option Price and the Fair Market Value of the Shares subject to the portion of the Option being exercised.

12.4 Other Forms of Payment.

To the extent the Award Agreement so provides and/or unless otherwise specified in an Award Agreement, payment of the Option Price for Shares purchased pursuant to exercise of an Option or the Purchase Price for Restricted Stock may be made in any other form that is consistent with Applicable Laws, regulations and rules, including, without limitation, Service to the Company or an Affiliate or net exercise.

13. TERMS AND CONDITIONS OF DIVIDEND EQUIVALENT RIGHTS

13.1 Dividend Equivalent Rights.

A Dividend Equivalent Right is an Award entitling the recipient to receive credits based on cash distributions that would have been paid on the Shares specified in the Dividend Equivalent Right (or other award to which it relates) if such Shares had been issued to and held by the recipient. A Dividend Equivalent Right may be granted hereunder to any Grantee, provided that no Dividend Equivalent Rights may be granted in connection with, or related to, an Award of Options or SARs, and, provided, further, that to the extent such Dividend Equivalent Rights are provided with respect to an Award that vests or is earned based upon the achievement of performance goals , any dividend equivalent amounts shall not be paid currently, but shall, instead, be paid (or, to the extent deemed reinvested into additional Shares or Share-based Awards, issued) only to the extent such Award vest (with the Dividend Equivalent amount paid or issued, as the case may be, at the same time the cash is paid or Shares are issued at or after vesting of the Award) . The terms and conditions of Dividend Equivalent Rights shall be specified in the Award Agreement. Dividend equivalents credited to the holder of a Dividend Equivalent Right may be paid in cash or may be deemed to be reinvested in additional Shares or Share-based Awards, which may thereafter accrue additional dividend equivalents. Any such reinvestment shall be based on the Fair Market Value of a Share on the date the dividend was paid.

13.2 Termination of Service.

Except as may otherwise be provided by the Committee either in the Award Agreement or in writing after the Award Agreement is issued, a Grantee’s rights in all Dividend Equivalent Rights or interest equivalents shall automatically terminate upon the Grantee’s termination of Service for any reason.

14. TERMS AND CONDITIONS OF PERFORMANCE AWARDS AND ANNUAL INCENTIVE AWARDS

14.1 Grant of Performance Awards and Annual Incentive Awards.

Subject to the terms and provisions of the Plan, the Committee, at any time and from time to time, may grant Performance Awards and/or Annual Incentive Awards to a Plan participant in such amounts and upon such terms as the Committee shall determine.

14.2 Value of Performance Awards and Annual Incentive Awards.

Each Performance Award and Annual Incentive Award shall have an initial value that is established by the Committee at the time of grant. The Committee shall set performance goals in its discretion which, depending on the extent to which they are met, will determine the value and/or number of Performance Awards that will be paid out to the Plan participant.

14.3 Earning of Performance Awards and Annual Incentive Awards.

Subject to the terms of the Plan, after the applicable Performance Period has ended, the holder of Performance Awards or Annual Incentive Awards shall be entitled to receive payout on the value and number of the Performance Awards or Annual Incentive Awards earned by the Plan participant over the Performance Period, to be determined as a function of the extent to which the corresponding performance goals have been achieved.

14.4 Form and Timing of Payment of Performance Awards and Annual Incentive Awards.

Payment of earned Performance Awards and Annual Incentive Awards shall be as determined by the Committee and as evidenced in the Award Agreement. Subject to the terms of the Plan, the Committee, in its sole discretion, may pay earned Performance Awards in the form of cash or in Shares (or in a combination thereof) equal to the value of the earned Performance Awards at the close of the applicable Performance Period, or as soon as practicable after the end of the Performance Period; provided that, unless specifically provided in the Award Agreement pertaining to the grant of the Award, such payment shall occur no later than the 15th day of the third month following the end of the calendar year in which the Performance Period ends. Any Shares may be granted subject to any restrictions deemed appropriate by the Committee. The determination of the Committee with respect to the form of payout of such Awards shall be set forth in the Award Agreement pertaining to the grant of the Award.

14.5 Performance Conditions.

The right of a Grantee to exercise or receive a grant or settlement of any Award, and the timing thereof, may be subject to such performance conditions as may be specified by the Committee. The Committee may use such business criteria and other measures of performance as it may deem appropriate in establishing any performance conditions.

14.6 Performance Awards or Annual Incentive Awards Granted to Designated Covered Employees.

If and to the extent that the Committee determines that a Performance or Annual Incentive Award to be granted to a Grantee who is designated by the Committee as likely to be a Covered Employee should qualify as “qualified performance-based compensation” for purposes of Code Section 162(m), the grant, exercise and/or settlement of such Award shall be contingent upon achievement of pre-established performance goals and other terms set forth in this Section 14.6 .

14.6.1 Performance Goals Generally.

The performance goals for Performance or Annual Incentive Awards shall consist of one or more business criteria and a targeted level or levels of performance with respect to each of such criteria, as specified by the Committee consistent with this Section 14.6 . Performance goals applicable to Awards intended to qualify as Performance-Based Compensation shall be objective and shall otherwise meet the requirements of Code Section 162(m) and regulations thereunder including the requirement that the level or levels of performance targeted by the Committee result in the achievement of performance goals being “substantially uncertain.” The Committee may determine that such Awards shall be granted, exercised and/or settled upon achievement of any one performance goal or that two or more of the performance goals must be achieved as a condition to the grant, exercise and/or settlement of such Awards. Performance goals may differ for Awards granted to any one Grantee or to different Grantees.

14.6.2 Timing For Establishing Performance Goals.

Performance goals applicable to Awards intended to qualify as Performance-Based Compensation shall be established not later than the earlier of (i) 90 days after the beginning of any performance period applicable to such Awards and (ii) the day on which twenty-five percent (25%) of any performance period applicable to such Awards has expired, or at such other date as may be required or permitted for “qualified performance-based compensation” under Code Section 162(m).

14.6.3 Settlement of Awards; Other Terms.

Settlement of such Awards shall be in cash, Shares, other Awards or other property, in the discretion of the Committee. The Committee may, in its discretion, reduce the amount of a settlement otherwise to be made in connection with such Awards. The Committee shall specify the circumstances in which such Performance or Annual Incentive Awards shall be paid or forfeited in the event of termination of Service by the Grantee prior to the end of a performance period or settlement of Awards.

14.6.4 Performance Measures.

The performance goals upon which the payment or vesting of a Performance or Annual Incentive Award to a Covered Employee that is intended to qualify as Performance-Based Compensation shall be limited to the following Performance Measures, with or without adjustment:

(a) funds from operations;

(b) adjusted funds from operations;

(c) earnings before any one or more of the following: interest, taxes, depreciation, amortization and/or stock compensation;

(d) operating (or gross) income or profit;

(e) pretax income before allocation of corporate overhead and/or bonus;

(f) operating efficiencies;

(g) operating income as a percentage of net revenue;

(h) return on equity, assets, capital, capital employed or investment;

(i) after tax operating income;

(j) net income;

(k) earnings or book value per share;

(l) financial ratios;

(m) cash flow(s);

(n) total rental income or revenues;

(o) capital expenditures as a percentage of rental income;

(p) total operating expenses, or some component or combination of components of total operating expenses, as a percentage of rental income;

(q) stock price or total stockholder return, including any comparisons with stock market indices;

(r) appreciation in or maintenance of the price of the common stock or any of our publicly-traded securities;

(s) dividends;

(t) debt or cost reduction;

(u) comparisons with performance metrics of peer companies;

(v) comparisons of our stock price performance to the stock price performance of peer companies;

(w) strategic business objectives, consisting of one or more objectives based on meeting specified cost, acquisition or leasing targets, meeting or reducing budgeted expenditures, attaining division, group or corporate financial goals, meeting business expansion goals and meeting goals relating to leasing, acquisitions, joint ventures or collaborations or dispositions; economic value-added models; or

(x) any combination of any of the foregoing.

Business criteria may be (but are not required to be) measured on a basis consistent with U.S. Generally Accepted Accounting Principles.

Any Performance Measure(s) may be expressed on an absolute and/or relative basis, may be based on or otherwise employ comparisons based on internal targets, the performance of the Company, Subsidiary, and/or Affiliate or past performance or the past performance of any of the Company, Subsidiary, and/or Affiliate, operating units, business segments or divisions and/or the past or current performance of other companies, and in the case of earnings based measures, may use or employ comparisons relating to capital, stockholders’ equity and/or shares outstanding, or to assets or net assets, as the Committee may deem appropriate. The Committee also has the authority to provide for accelerated vesting of any Award based on the achievement of performance goals pursuant to the Performance Measures specified in this Section 14 .

14.6.5 Evaluation of Performance.

The Committee may provide in any such Award that any evaluation of performance may include or exclude any of the following events that occur during a Performance Period: (a) asset impairments or write-downs; (b) litigation or claim judgments or settlements; (c) the effect of changes in tax laws, accounting principles, or other laws or provisions affecting reported results; (d) accruals for reorganization and restructuring programs; (e) extraordinary nonrecurring items as described in Accounting Principles Board Opinion No. 30 and/or in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” appearing in the Company’s annual report to stockholders for the applicable year; (f) foreign exchange gains and losses, (g) the effect of adverse federal, governmental or regulatory action, or delays in federal, governmental or regulatory action; and (h) any other event either not directly related to operations or not within the reasonable control of management. To the extent such inclusions or exclusions affect Awards to Covered Employees that are intended to qualify as Performance-Based Compensation, they shall be prescribed in a form that meets the requirements of Code Section 162(m) for deductibility.

14.6.6 Adjustment of Performance-Based Compensation.

Awards that are intended to qualify as Performance-Based Compensation may not be adjusted upward. The Committee shall retain the discretion to adjust such Awards downward, either on a formula or discretionary basis, or any combination as the Committee determines.

14.6.7 Board Discretion.

In the event that applicable tax and/or securities laws change to permit Board discretion to alter the governing Performance Measures without obtaining stockholder approval of such

changes, the Committee shall have sole discretion to make such changes without obtaining stockholder approval provided the exercise of such discretion does not violate Code Sections 162(m) or 409A. In addition, in the event that the Committee determines that it is advisable to grant Awards that shall not qualify as Performance-Based Compensation, the Committee may make such grants without satisfying the requirements of Code Section 162(m) and base vesting on Performance Measures other than those set forth in Section 14.6.4 .

14.7 Status of Awards Under Code Section 162(m).

It is the intent of the Company that Awards under Section 14.6 granted to persons who are designated by the Committee as likely to be Covered Employees within the meaning of Code Section 162(m) and regulations thereunder shall, if so designated by the Committee, constitute “qualified performance-based compensation” within the meaning of Code Section 162(m) and regulations thereunder. Accordingly, the terms of Section 14.6 , including the definitions of Covered Employee and other terms used therein, shall be interpreted in a manner consistent with Code Section 162(m) and regulations thereunder. If any provision of the Plan or any agreement relating to such Awards does not comply or is inconsistent with the requirements of Code Section 162(m) or regulations thereunder, such provision shall be construed or deemed amended to the extent necessary to conform to such requirements.

15. TERMS AND CONDITIONS OF LONG-TERM INCENTIVE UNITS

LTIP Units are intended to be profits interests in the operating partnership affiliated with the Company, if any (such operating partnership, if any, the “Operating Partnership”), the rights and features of which, if applicable, will be set forth in the agreement of limited partnership for the Operating Partnership (the “Operating Partnership Agreement”). Subject to the terms and provisions of the Plan and the Operating Partnership Agreement, the Committee, at any time and from time to time, may grant LTIP Units to Plan participants in such amounts and upon such terms as the Committee shall determine. LTIP Units must be granted for service to the Operating Partnership. Each LTIP Unit awarded will be equivalent to an award of one Share for purposes of reducing the number of Shares available under the Plan on a one-for-one basis pursuant to Section 4.3.

15.1 Vesting.

Subject to Section 18 , each LTIP Unit granted under the Plan shall vest at such times and under such conditions as shall be determined by the Committee and stated in the Award Agreement.

16. PARACHUTE LIMITATIONS

Unless the Grantee is party to a written agreement or other legally enforceable contract that expressly addresses Code Section 280G or Code Section 4999 (in which case, the provisions in such agreement or contract relating to Code Section 280G and Code Section 4999 shall control and the provisions in this Section 16 shall not be applicable to the Grantee), if the Grantee is a “disqualified individual,” as defined in Code Section 280G(c), then, notwithstanding any other provision of the Plan or of any other agreement, contract, or understanding heretofore or hereafter entered into by a Grantee with the Company or an Affiliate (an “Other Agreement”)

providing any right to exercise, vesting, payment or benefit, and notwithstanding any formal or informal plan or other arrangement for the direct or indirect provision of compensation to the Grantee (including groups or classes of Grantees or beneficiaries of which the Grantee is a member), whether or not such compensation is deferred, is in cash, or is in the form of a benefit to or for the Grantee (a “Benefit Arrangement”), any right to exercise, vesting, payment or benefit to the Grantee under the Plan shall be reduced or eliminated:

(i) to the extent that such right to exercise, vesting, payment, or benefit, taking into account all other rights, payments, or benefits to or for the Grantee under the Plan, all Other Agreements, and all Benefit Arrangements, would cause any exercise, vesting, payment or benefit to the Grantee under the Plan to be considered a “parachute payment” within the meaning of Code Section 280G(b)(2) as then in effect (a “Parachute Payment”) and

(ii) if, as a result of receiving such Parachute Payment, the aggregate after-tax amounts received by the Grantee from the Company under the Plan, all Other Agreements, and all Benefit Arrangements would be less than the maximum after-tax amount that could be received by the Grantee without causing any such payment or benefit to be considered a Parachute Payment.

The Company shall accomplish such reduction by first reducing or eliminating any cash payments (with the payments to be made furthest in the future being reduced first), then by reducing or eliminating any accelerated vesting of Performance Awards, then by reducing or eliminating any accelerated vesting of Options or SARs, then by reducing or eliminating any accelerated vesting of Restricted Stock or Stock Units, then by reducing or eliminating any other remaining Parachute Payments.

17. REQUIREMENTS OF LAW

17.1 General.

No participant in the Plan will be permitted to acquire, or will have any right to acquire, Shares thereunder if such acquisition would be prohibited by any share ownership limits contained in charter or bylaws or would impair the Company’s status as a REIT. The Company shall not be required to offer, sell or issue any Shares under any Award if the offer, sale or issuance of such Shares would constitute a violation by the Grantee, any other individual or entity exercising an Option, or the Company or an Affiliate of any provision of any law or regulation of any governmental authority, including without limitation any federal or state securities laws or regulations. If at any time the Company shall determine, in its discretion, that the offering, listing, registration or qualification of any Shares subject to an Award upon any securities exchange or under any governmental regulatory body is necessary or desirable as a condition of, or in connection with, the issuance or purchase of Shares hereunder, no Shares may be offered, issued or sold to the Grantee or any other individual or entity exercising an Option pursuant to such Award unless such offering, listing, registration, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to the Company, and any delay caused thereby shall in no way affect the date of termination of the Award. Without limiting the generality of the foregoing, in connection with the Securities Act, upon the exercise of any Option or any SAR that may be settled in Shares or the delivery of any

Shares underlying an Award, unless a registration statement under such Act is in effect with respect to the Shares covered by such Award, the Company shall not be required to offer, sell or issue such Shares unless the Committee has received evidence satisfactory to it that the Grantee or any other individual or entity exercising an Option or SAR or accepting delivery of such Shares may acquire such Shares pursuant to an exemption from registration under the Securities Act. Any determination in this connection by the Committee shall be final, binding, and conclusive. The Company may, but shall in no event be obligated to, register any securities covered hereby pursuant to the Securities Act. The Company shall not be obligated to take any affirmative action in order to cause the exercise of an Option or a SAR or the issuance of Shares pursuant to the Plan to comply with any Applicable Laws. As to any jurisdiction that expressly imposes the requirement that an Option (or SAR that may be settled in Shares) shall not be exercisable until the Shares covered by such Option (or SAR) are registered under the securities laws thereof or are exempt from such registration, the exercise of such Option (or SAR) under circumstances in which the laws of such jurisdiction apply shall be deemed conditioned upon the effectiveness of such registration or the availability of such an exemption.

17.2 Rule 16b-3.

During any time when the Company has a class of equity security registered under Section 12 of the Exchange Act, it is the intent of the Company that Awards pursuant to the Plan and the exercise of Options and SARs granted hereunder that would otherwise be subject to Section 16(b) of the Exchange Act will qualify for the exemption provided by Rule 16b-3 under the Exchange Act. To the extent that any provision of the Plan or action by the Committee does not comply with the requirements of Rule 16b-3, it shall be deemed inoperative with respect to such Awards to the extent permitted by Applicable Law and deemed advisable by the Committee , and shall not affect the validity of the Plan. In the event that Rule 16b-3 is revised or replaced, the Board may exercise its discretion to modify the Plan in any respect necessary to satisfy the requirements of, or to take advantage of any features of, the revised exemption or its replacement.

18. EFFECT OF CHANGES IN CAPITALIZATION

18.1 Changes in Shares.

If the number of outstanding Shares is increased or decreased or the Shares are changed into or exchanged for a different number or kind of Shares or other securities of the Company on account of any recapitalization, reclassification, stock split, reverse stock split, spin-off, combination of share, exchange of shares, share dividend or other distribution payable in capital shares, or other increase or decrease in such shares effected without receipt of consideration by the Company occurring after the Effective Date, the number and kinds of shares for which grants of Options and other Awards may be made under the Plan, including, without limitation, the limits set forth in Section 6.2 , shall be adjusted proportionately and accordingly by the Company in a manner deemed equitable by the Committee. In addition, the number and kind of shares for which Awards are outstanding shall be adjusted proportionately and accordingly so that the proportionate interest of the Grantee immediately following such event shall, to the extent practicable, be the same as immediately before such event. Any such adjustment in outstanding Options or SARs shall not change the aggregate Option Price or SAR Exercise Price payable

with respect to shares that are subject to the unexercised portion of an outstanding Option or SAR, as applicable, but shall include a corresponding proportionate adjustment in the Option Price or SAR Exercise Price per share. The conversion of any convertible securities of the Company shall not be treated as an increase in shares effected without receipt of consideration. Notwithstanding the foregoing, in the event of any distribution to the Company’s stockholders of securities of any other entity or other assets (including an extraordinary dividend but excluding a non-extraordinary dividend of the Company) without receipt of consideration by the Company, the Company shall, in such manner as the Company deems appropriate, adjust (i) the number and kind of shares subject to outstanding Awards and/or (ii) the exercise price of outstanding Options and Stock Appreciation Rights to reflect such distribution.

18.2 Reorganization in Which the Company Is the Surviving Entity Which Does not Constitute a Change in Control.

Subject to Section 18.3 , if the Company shall be the surviving entity in any reorganization, merger, or consolidation of the Company with one or more other entities which does not constitute a Change in Control, any Option or SAR theretofore granted pursuant to the Plan shall pertain to and apply to the securities to which a holder of the number of Shares subject to such Option or SAR would have been entitled immediately following such reorganization, merger, or consolidation, with a corresponding proportionate adjustment of the Option Price or SAR Exercise Price per share so that the aggregate Option Price or SAR Exercise Price thereafter shall be the same as the aggregate Option Price or SAR Exercise Price of the Shares remaining subject to the Option or SAR immediately prior to such reorganization, merger, or consolidation. Subject to any contrary language in an Award Agreement evidencing an Award, or in another agreement with the Grantee, or otherwise set forth in writing, any restrictions applicable to such Award shall apply as well to any replacement shares received by the Grantee as a result of the reorganization, merger or consolidation. In the event of a transaction described in this Section 18.2 , Performance Awards shall be adjusted (including any adjustment to the Performance Measures applicable to such Awards deemed appropriate by the Committee) so as to apply to the securities that a holder of the number of Shares subject to the Performance Awards would have been entitled to receive immediately following such transaction.

18.3 Change in Control in which Awards are not Assumed.

Except as otherwise provided in the applicable Award Agreement or in another agreement with the Grantee, or as otherwise set forth in writing, upon the occurrence of a Change in Control in which outstanding Options, SARs, Stock Units, Dividend Equivalent Rights, Restricted Stock, LTIP Units or other Equity-Based Awards are not being assumed or continued:

(i) in each case with the exception of any Performance Award, all outstanding Restricted Stock and LTIP Units shall be deemed to have vested, all Stock Units shall be deemed to have vested and the Shares subject thereto shall be delivered, and all Dividend Equivalent Rights shall be deemed to have vested and the Shares subject thereto shall be delivered, immediately prior to the occurrence of such Change in Control, and

(ii) either of the following two actions shall be taken:

(A) fifteen (15) days prior to the scheduled consummation of a Change in Control, all Options and SARs outstanding hereunder shall become immediately exercisable and shall remain exercisable for a period of fifteen (15) days, or

(B) the Committee may elect, in its sole discretion, to cancel any outstanding Awards of Options, Restricted Stock, Stock Units, and/or SARs and pay or deliver, or cause to be paid or delivered, to the holder thereof an amount in cash or securities having a value (as determined by the Committee acting in good faith), in the case of Restricted Stock or Stock Units, equal to the formula or fixed price per share paid to holders of Shares and, in the case of Options or SARs, equal to the product of the number of Shares subject to the Option or SAR (the “Award Shares”) multiplied by the amount, if any, by which (I) the formula or fixed price per share paid to holders of Shares pursuant to such transaction exceeds (II) the Option Price or SAR Exercise Price applicable to such Award Shares.

(iii) for Performance Awards denominated in Shares, Stock Units or LTIP Units, if less than half of the Performance Period has lapsed, the Awards shall be converted into Restricted Stock or Stock Units assuming target performance has been achieved (or Unrestricted Stock if no further restrictions apply). If more than half the Performance Period has lapsed, the Awards shall be converted into Restricted Stock or Stock Units based on actual performance to date (or Unrestricted Stock if no further restrictions apply). If actual performance is not determinable, then Performance Awards shall be converted into Restricted Stock or Stock Units assuming target performance has been achieved, based on the discretion of the Committee (or Unrestricted Stock if no further restrictions apply).

(iv) Other-Equity Based Awards shall be governed by the terms of the applicable Award Agreement.

With respect to the Company’s establishment of an exercise window, (i) any exercise of an Option or SAR during such fifteen (15)-day period shall be conditioned upon the consummation of the event and shall be effective only immediately before the consummation of the event, and (ii) upon consummation of any Change in Control, the Plan and all outstanding but unexercised Options and SARs shall terminate. The Committee shall send notice of an event that will result in such a termination to all individuals and entities that hold Options and SARs not later than the time at which the Company gives notice thereof to its stockholders.

18.4 Change in Control in which Awards are Assumed.

Except as otherwise provided in the applicable Award Agreement or in another agreement with the Grantee, or as otherwise set forth in writing, upon the occurrence of a Change in Control in which outstanding Awards are being assumed or continued, the following provisions shall apply to such Award, to the extent assumed or continued:

The Plan, Options, SARs, Stock Units, Restricted Stock and Other Equity-Based Awards theretofore granted shall continue in the manner and under the terms so provided in the event of any Change in Control to the extent that provision is made in writing in connection with such Change in Control for the assumption or continuation of the Options, SARs, Stock Units,

Restricted Stock and Other Equity-Based Awards theretofore granted, or for the substitution for such Options, SARs, Stock Units, Restricted Stock and Other Equity-Based Awards for new common stock options and stock appreciation rights and new common stock units, restricted stock and other equity-based awards relating to the stock of a successor entity, or a parent or subsidiary thereof, with appropriate adjustments as to the number of shares (disregarding any consideration that is not common stock) and option and stock appreciation rights exercise prices.

18.5 Adjustments

Adjustments under this Section 18 related to Shares or securities of the Company shall be made by the Committee, whose determination in that respect shall be final, binding and conclusive. No fractional shares or other securities shall be issued pursuant to any such adjustment, and any fractions resulting from any such adjustment shall be eliminated in each case by rounding downward to the nearest whole share. The Committee shall determine the effect of a Change in Control upon Awards other than Options, SARs, Stock Units and Restricted Stock, and such effect shall be set forth in the appropriate Award Agreement. The Committee may provide in the Award Agreements at the time of grant, or any time thereafter with the consent of the Grantee, for different provisions to apply to an Award in place of those described in Sections 18.1, 18.2, 18.3 and 18.4 . This Section 18 does not limit the Company’s ability to provide for alternative treatment of Awards outstanding under the Plan in the event of change in control events that do not constitute a Change in Control.

18.6 No Limitations on Company.

The making of Awards pursuant to the Plan shall not affect or limit in any way the right or power of the Company to make adjustments, reclassifications, reorganizations, or changes of its capital or business structure or to merge, consolidate, dissolve, or liquidate, or to sell or transfer all or any part of its business or assets (including all or any part of the business or assets of any Subsidiary or other Affiliate) or engage in any other transaction or activity.

19. GENERAL PROVISIONS

19.1 Disclaimer of Rights.

No provision in the Plan or in any Award or Award Agreement shall be construed to confer upon any individual or entity the right to remain in the employ or Service of the Company or an Affiliate, or to interfere in any way with any contractual or other right or authority of the Company or an Affiliate either to increase or decrease the compensation or other payments to any individual or entity at any time, or to terminate any employment or other relationship between any individual or entity and the Company or an Affiliate. In addition, notwithstanding anything contained in the Plan to the contrary, unless otherwise stated in the applicable Award Agreement, in another agreement with the Grantee, or otherwise in writing, no Award granted under the Plan shall be affected by any change of duties or position of the Grantee, so long as such Grantee continues to provide Service. The obligation of the Company to pay any benefits pursuant to the Plan shall be interpreted as a contractual obligation to pay only those amounts described herein, in the manner and under the conditions prescribed herein. The Plan and Awards shall in no way be interpreted to require the Company to transfer any amounts to a third

party trustee or otherwise hold any amounts in trust or escrow for payment to any Grantee or beneficiary under the terms of the Plan.

19.2 Nonexclusivity of the Plan.

Neither the adoption of the Plan nor the submission of the Plan to the stockholders of the Company for approval shall be construed as creating any limitations upon the right and authority of the Company to adopt such other incentive compensation arrangements (which arrangements may be applicable either generally to a class or classes of individuals or specifically to a particular individual or particular individuals) as it may determine to be desirable.

19.3 Withholding Taxes.

The Company or an Affiliate, as the case may be, shall have the right to deduct from payments of any kind otherwise due to a Grantee any federal, state, or local taxes of any kind required by law to be withheld with respect to the vesting of or other lapse of restrictions applicable to an Award or upon the issuance of any Shares upon the exercise of an Option or pursuant to an Award. At the time of such vesting, lapse, or exercise, the Grantee shall pay in cash to the Company or an Affiliate, as the case may be, any amount that the Company or an Affiliate may reasonably determine to be necessary to satisfy such withholding obligation; provided, that if there is a same-day sale of Shares subject to an Award, the Grantee shall pay such withholding obligation on the day on which such same-day sale is completed. Subject to the prior approval of the Company or an Affiliate, which may be withheld by the Company or an Affiliate, as the case may be, in its sole discretion, the Grantee may elect to satisfy such obligations, in whole or in part, (i) by causing the Company or an Affiliate to withhold Shares otherwise issuable to the Grantee or (ii) by delivering to the Company or an Affiliate Shares already owned by the Grantee. The Shares so delivered or withheld shall have an aggregate Fair Market Value equal to such withholding obligations. The Fair Market Value of the Shares used to satisfy such withholding obligation shall be determined by the Company or an Affiliate as of the date that the amount of tax to be withheld is to be determined. A Grantee who has made an election pursuant to this Section 19.3 may satisfy his or her withholding obligation only with Shares that are not subject to any repurchase, forfeiture, unfulfilled vesting, or other similar requirements. The maximum number of Shares that may be withheld from any Award to satisfy any federal, state or local tax withholding requirements upon the exercise, vesting, lapse of restrictions applicable to such Award or payment of Shares pursuant to such Award, as applicable, cannot exceed such number of Shares having a Fair Market Value equal to the minimum statutory amount required by the Company or an Affiliate to be withheld and paid to any such federal, state or local taxing authority with respect to such exercise, vesting, lapse of restrictions or payment of Shares. Notwithstanding Section 2.20 or this Section 19.3 , for purposes of determining taxable income and the amount of the related tax withholding obligation pursuant to this Section 19.3 , for any Shares subject to an Award that are sold by or on behalf of a Grantee on the same date on which such shares may first be sold pursuant to the terms of the related Award Agreement, the Fair Market Value of such shares shall be the sale price of such shares on such date (or if sales of such shares are effectuated at more than one sale price, the weighted average sale price of such shares on such date), so long as such Grantee has provided the Company or an Affiliate, or its designee or agent, with advance written notice of such sale.

19.4 Captions.

The use of captions in the Plan or any Award Agreement is for the convenience of reference only and shall not affect the meaning of any provision of the Plan or such Award Agreement.

19.5 Other Provisions.

Each Award granted under the Plan may contain such other terms and conditions not inconsistent with the Plan as may be determined by the Committee, in its sole discretion.

19.6 Number and Gender.

With respect to words used in the Plan, the singular form shall include the plural form, the masculine gender shall include the feminine gender, etc., as the context requires.

19.7 Severability.

If any provision of the Plan or any Award Agreement shall be determined to be illegal or unenforceable by any court of law in any jurisdiction, the remaining provisions hereof and thereof shall be severable and enforceable in accordance with their terms, and all provisions shall remain enforceable in any other jurisdiction.

19.8 Governing Law.

The validity and construction of the Plan and the instruments evidencing the Awards hereunder shall be governed by, and construed and interpreted in accordance with, the laws of the State of Maryland, other than any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of the Plan and the instruments evidencing the Awards granted hereunder to the substantive laws of any other jurisdiction.

19.9 Code Section 409A.

The Company intends to comply with Code Section 409A, or an exemption to Code Section 409A, with regard to Awards hereunder that constitute deferred compensation within the meaning of Code Section 409A, and the Plan and all Award Agreements shall be interpreted accordingly. To the extent that the Company determines that a Grantee would be subject to the additional twenty percent (20%) tax imposed on certain nonqualified deferred compensation plans pursuant to Code Section 409A as a result of any provision of any Award granted under the Plan, such provision shall be deemed amended to the minimum extent necessary to avoid application of such additional tax. The nature of any such amendment shall be determined by the Board.

* * *

EXHIBIT 10.6

FARMLAND PARTNERS INC.

EMPLOYMENT AGREEMENT

EMPLOYMENT AGREEMENT (this “ Agreement ”) dated as of , 2014, between Farmland Partners Inc., a Maryland corporation (the “ Farmland ”) and Farmland Partners Operating Partnership, LP, a Delaware limited partnership (the “ Operating Partnership ” and, together with Farmland, the “ Company ”), each with its principal place of business at 8670 Wolff Court, Suite 240, Westminster, CO 80031, and Paul A. Pittman residing at the address on file with the Company (the “ Employee ”).

W I T N E S S E T H

WHEREAS , Farmland is the sole member of the general partner of the Operating Partnership;

WHEREAS , the parties desire to enter into this Agreement to reflect the Employee’s executive capacities in the Company’s business and to provide for the Company’s employment of the Employee; and

WHEREAS , the parties wish to set forth the terms and conditions of that employment.

NOW, THEREFORE, in consideration of the foregoing, of the mutual promises contained herein and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

1. POSITION AND DUTIES.

(a) During the Employment Term (as defined in Section 2 hereof), the Employee shall serve as the Executive Chairman of the Board, President and Chief Executive Officer of the Company. In this capacity, the Employee shall have the duties, authorities and responsibilities as are required by the Employee’s position commensurate with the duties, authorities and responsibilities of persons in similar capacities in similarly sized companies, and such other duties, authorities and responsibilities as may reasonably be assigned to the Employee as the Board of Directors of Farmland (the “Board”) shall designate from time to time that are not inconsistent with the Employee’s position with the Company and that are consistent with the bylaws of the Company and the amended and restated agreement of limited partnership of the Operating Partnership as it may be further amended from time to time, including, but not limited to, managing the affairs of the Company. The Employee shall report directly to the Board.

(b) During the Employment Term, the Employee shall devote substantially all of the Employee’s business time, energy, business judgment, knowledge and skill and the Employee’s best efforts to the performance of the Employee’s duties with the Company, provided that the foregoing shall not prevent the Employee from (i) serving on the boards of directors of non-profit organizations, (ii) participating in charitable, civic, educational, professional, community or industry affairs, and (iii) managing the Employee’s personal investments and/or personal business as necessary, so long as such activities in the aggregate do not interfere or conflict with the Employee’s duties hereunder or create a potential business or fiduciary conflict.

(c) The Board shall take such action as may be necessary to appoint or elect the Employee as a member of the Board as of the Effective Date (as defined in Section 2 hereof). Thereafter, during the Employment Term, the Board shall nominate the Employee for re-election as a member of the Board at the expiration of the then current term, provided that the foregoing shall not be required if any of the events constituting Cause (as defined herein) have occurred and have not been cured or to the extent prohibited by legal or regulatory requirements. If the Employee is so nominated and elected to the Board, the Employee hereby agrees to serve as a member of the Board.

2. EMPLOYMENT TERM. The Company agrees to employ the Employee pursuant to the terms of this Agreement, and the Employee agrees to be so employed, for a term of three years (the “ Initial Term ”) commencing as of the date hereof (the “ Effective Date ”). Commencing with the last day of the Initial Term, and on each subsequent anniversary of such date, the term of this Agreement shall be automatically extended for successive one-year periods, provided , however , that either party hereto may elect not to extend this Agreement by giving written notice to the other party at least sixty (60) days prior to any such anniversary date. Notwithstanding the foregoing, the Employee’s employment hereunder may be earlier terminated in accordance with Section 7 hereof, subject to Section 8 hereof. The period of time between the Effective Date and the end of the Initial Term and any successor terms (or earlier upon a termination of the Employee’s employment hereunder) shall be referred to herein as the “ Employment Term .” If the Employee’s employment continues following any expiration of the Employment Term due to either party giving notice not to extend this Agreement, such employment will be entirely “at-will,” and will not be covered by this Agreement (except for the applicable restrictive covenant provisions, which are intended to survive expiration of the Agreement in all cases).

3. BASE SALARY. The Company agrees to pay the Employee a base salary at an annual rate of not less than $400,000, payable in accordance with the regular payroll practices of the Company, but not less frequently than monthly. The Employee’s Base Salary shall be subject to annual review by the Board (or a committee thereof), and may be adjusted from time to time by the Board or the Compensation Committee of the Board (the “ Compensation Committee ”) in its sole discretion. The base salary as determined herein and adjusted from time to time shall constitute “ Base Salary ” for purposes of this Agreement.

4. ANNUAL BONUS. During the Employment Term, the Employee shall be eligible to receive an annual discretionary incentive payment under the Company’s annual bonus plan as may be in effect from time to time (the “ Annual Bonus ”) based on a percentage of the Employee’s Base Salary (the “ Target Bonus ”), upon the attainment of one or more pre-established performance goals established by the Board or the Compensation Committee in its sole discretion.

5. EQUITY AWARDS. The Employee shall be considered to receive equity and other long-term incentive awards (including long-term incentive units in the Operating Partnership) under any applicable plan adopted by the Company during the Employment Term.

6. EMPLOYEE BENEFITS.

(a) BENEFIT PLANS. During the Employment Term, the Employee shall be entitled to participate in any employee benefit plan that the Company has adopted or may adopt, maintain or contribute to for the benefit of its employees generally, subject to satisfying the applicable eligibility requirements, except to the extent such plans are duplicative of the benefits otherwise provided hereunder. The Employee’s participation will be subject to the terms of the applicable plan documents and generally applicable Company policies. Notwithstanding the foregoing, the Company may modify or terminate any employee benefit plan at any time.

(b) VACATIONS. During the Employment Term, the Employee shall be entitled to paid vacation per calendar year (as prorated for partial years) in accordance with the Company’s policy on accrual and use applicable to employees as in effect from time to time.

(c) BUSINESS AND ENTERTAINMENT EXPENSES. Upon presentation of reasonable substantiation and documentation as the Company may specify from time to time, the Employee shall be reimbursed in accordance with the Company’s expense reimbursement policy, for all reasonable out-of-pocket business and entertainment expenses incurred and paid by the Employee during the Employment Term and in connection with the performance of the Employee’s duties hereunder.

7. TERMINATION. The Employee’s employment and the Employment Term shall terminate on the first of the following to occur:

(a) DISABILITY. Upon ten (10) days’ prior written notice by the Company to the Employee of termination due to Disability. For purposes of this Agreement, “ Disability ” shall be defined as the inability of the Employee to have performed the Employee’s material duties hereunder due to a physical or mental injury, infirmity or incapacity for one hundred eighty (180) days (including weekends and holidays) in any 365-day period as determined by the Board in its reasonable discretion.

(b) DEATH. Automatically upon the date of death of the Employee.

(c) CAUSE. Immediately upon written notice by the Company to the Employee of a termination for Cause. “ Cause ” shall mean:

(i) Employee’s continued failure to substantially perform duties, or gross negligence or willful misconduct in connection with the performance of the Employee’s duties to the Company;

(ii) Employee’s conviction or plea of guilty or nolo contendere of a felony;

(iii) Employee’s conviction of any other criminal offense involving an act of dishonesty intended to result in substantial personal enrichment of Employee at the expense of the Company or an affiliate of the Company; or

(iv) Employee’s material breach of any Company policy or term of this Agreement or any other employment, consulting or other services, confidentiality, intellectual property or non-competition agreements, if any, between the Employee and the Company or an affiliate of the Company.

Any determination of Cause by the Company will be made by a resolution approved by a majority of the members of the Board, provided that no such determination may be made until the Employee has been given written notice detailing the specific Cause event, an opportunity to appear before the full Board with legal counsel, and a period of thirty (30) days following receipt of such notice to cure such event (if susceptible to cure) to the satisfaction of the Board. Notwithstanding anything to the contrary contained herein, the Employee’s right to cure and appear before the full Board with legal counsel as set forth in the preceding sentence shall not apply if there are habitual or repeated breaches by the Employee.

(d) WITHOUT CAUSE. Immediately upon written notice by the Company to the Employee of an involuntary termination without Cause (other than for death or Disability).

(e) GOOD REASON. Upon written notice by the Employee to the Company of a termination for Good Reason. “ Good Reason ” shall mean the occurrence of any of the following events, without the express written consent of the Employee, unless such events are fully corrected in all material respects by the Company within thirty (30) days following written notification by the Employee to the Company of the occurrence of one of the following:

(i) material diminution in the Employee’s Base Salary or Target Bonus considered as a whole (as the same may be in effect from time to time);

(ii) material diminution in the Employee’s duties, authorities or responsibilities (other than temporarily while physically or mentally incapacitated or as required by applicable law); or

(iii) the Company’s material breach of the terms of this Agreement.

The Employee shall provide the Company with a written notice detailing the specific circumstances alleged to constitute Good Reason within ninety (90) days after the first occurrence of such circumstances that the Employee knows or reasonably should have known to constitute Good Reason, and actually terminate employment within thirty (30) days following the expiration of the Company’s thirty (30)-day cure period described above. The failure by the Employee to provide written notice in detail of the circumstances constituting “Good Reason” within the time period set forth in the preceding sentence shall result in the Employee being deemed not to have terminated employment for Good Reason and to have irrevocably waived any claim of such circumstances constituting Good Reason under this Agreement.

(f) WITHOUT GOOD REASON. Upon thirty (30) days’ prior written notice by the Employee to the Company of the Employee’s voluntary termination of employment without Good Reason (which the Company may, in its sole discretion, make effective earlier than any notice date).

(g) EXPIRATION OF EMPLOYMENT TERM; NON-EXTENSION OF AGREEMENT. Upon the expiration of the Employment Term due to a non-extension of the Agreement by the Company or the Employee pursuant to the provisions of Section 2 hereof.

8. CONSEQUENCES OF TERMINATION.

(a) DEATH. In the event that the Employee’s employment and the Employment Term end on account of the Employee’s death, the Employee or the Employee’s estate, as the case may be, shall be entitled to a lump sum payment of the following within sixty (60) days following termination of employment, or such earlier date as may be required by applicable law:

(i) any unpaid Base Salary through the termination date;

(ii) any Annual Bonus earned and accrued but unpaid;

(iii) any accrued but unused vacation time in accordance with Company policy; and

(iv) reimbursement for any unreimbursed business expenses incurred through the termination date (collectively, Sections 8(a)(i) through 8(a)(iv) hereof shall be hereafter referred to as the “ Accrued Benefits ”).

(b) DISABILITY. In the event that the Employee’s employment and/or Employment Term ends on account of the Employee’s Disability, the Company shall pay or provide the Employee with the following:

(i) the Accrued Benefits; and

(ii) subject to (A) the Employee’s timely election of continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“ COBRA ”) and (B) the Employee’s continued compliance with the obligations in Sections 9 and 10 hereof, Employee shall be reimbursed for the amount equal to the COBRA continuation coverage premiums paid by the Employee that is required for coverage of the Employee (or his eligible dependents) under the Company’s major medical group health plan, for a period of eighteen (18) months, or, if less, until the Employee or his eligible dependents are no longer entitled to such COBRA coverage.

(c) TERMINATION FOR CAUSE OR WITHOUT GOOD REASON OR AS A RESULT OF EMPLOYEE NON-EXTENSION OF THIS AGREEMENT. If the Employee’s employment and the Employment Term are terminated (x) by the Company for Cause, (y) by the Employee without Good Reason, or (z) as a result of the Employee’s non-extension of the Employment Term as provided in Section 2 hereof, the Company shall pay to the Employee the Accrued Benefits.

(d) TERMINATION WITHOUT CAUSE OR FOR GOOD REASON; TERMINATION AS A RESULT OF COMPANY NON-EXTENSION OF THIS AGREEMENT. If the Employee’s employment and the Employment Term are terminated (x) by the Company other than for Cause (other than death or Disability), (y) by the Employee for Good Reason, or (z) as a result of the Company’s non-extension of the Employment Term as provided in Section 2 hereof and Employee was willing and able to remain employed, the Company shall pay or provide the Employee with the following:

(i) the Accrued Benefits;

(ii) subject to the Employee’s continued compliance with the obligations in Sections 9 and 10 hereof, an amount equal to three (3) times the sum of (A) the Base Salary in effect on the termination date, (B) the average Annual Bonus earned by the Employee for the two (2) Company fiscal years ending during the Employment Period and immediately preceding the Company fiscal year in which such termination occurs (regardless of whether such amount was paid out on a current basis or deferred), plus (C) the average Equity Award Value (as defined below) of the two (2) most recent Annual Grants (as defined below) made to the Employee by Farmland, paid monthly in equal installments for a period of twelve (12) months following such termination; provided that to the extent that the payment of any amount constitutes “nonqualified deferred compensation” for purposes of Code Section 409A (as defined in Section 22 hereof), any such payment scheduled to occur during the first sixty (60) days following the termination of employment shall not be paid until the first regularly scheduled pay period following the sixtieth (60 th ) day following such termination and shall include payment of any amount that was otherwise scheduled to be paid prior thereto;

(iii) subject to (A) the Employee’s timely election of continuation coverage under COBRA and (B) the Employee’s continued compliance with the obligations in Sections 9 and 10 hereof, Employee shall be reimbursed for the amount equal to the COBRA continuation coverage premiums paid by the Employee that is required for coverage of the Employee (or his eligible dependents) under the Company’s major medical group health plan, for a period of eighteen (18) months, or, if less, until the Employee or his eligible dependents are no longer entitled to such COBRA coverage; and

(iv) all of the Employee’s equity-based awards that are outstanding on the termination date shall immediately become fully vested and, as applicable, exercisable, without any action by the Board or Compensation Committee; provided , however , that to the extent an award is intended to qualify as performance-based compensation for purposes of Internal Revenue Code Section 162(m), such award shall not vest as a result of the termination of the Employee’s employment and shall, instead, remain outstanding after such termination and shall be subject to the terms and conditions of the applicable award agreement and plan document (other than continued employment).

Payments and benefits provided in this Section 8(d) shall be in lieu of any termination or severance payments or benefits for which the Employee may be eligible under any of the plans, policies or programs of the Company or under the Worker Adjustment Retraining Notification Act of 1988 or any similar state statute or regulation.

For purposes of Section 8(d)(ii)(B) , in the event that the Employee’s termination occurs prior to the end of the completion of two (2) Company fiscal years during the Employment Term, then the amount in Section 8(d)(ii)(B) shall be determined by using the Employee’s Target Bonus for any such fiscal year not yet completed, together with Annual Bonus actually earned by the Executive for the fiscal year completed during the Employment Term (if any), annualized for any such partial fiscal year.

For purposes of Section 8(d)(ii)(C) , in the event that the Employee’s termination occurs prior Executive receiving two (2) Annual Grants, then the amount in Section 8(d)(ii)(C) shall be

determined based on the Equity Award Value of Annual Grants made to the Employee during the Employment Term prior to the Employee’s termination (if any).

For purposes of this Agreement:

“ Equity Award Value ” means (x) with respect to options and stock appreciation rights, the grant date fair value, as computed in accordance with FASB Accounting Standards Codification Topic 718, Compensation — Stock Compensation (or any successor accounting standard), and (y) with respect to equity-based awards other than options and stock appreciation rights, the product of (1) the number of shares or units subject to such award, times (2) the “fair market value” of a share of Farmland’s common stock on the date of grant as determined under the plan under which such award was granted; and

“ Annual Grant ” means the grant of equity-based awards that constitute a component of a given year’s annual compensation package and shall not include any isolated, one-off or non-recurring grant outside of the Employee’s annual compensation package, such as (but not limited to) an initial hiring award, a retention award, an award that relates to multi-year or other long-term performance, an outperformance award or other similar award, in any event, as determined in the sole discretion of the Board or the Compensation Committee.

(e) CODE SECTION 280G. If the Employee is a “disqualified individual,” as defined in Code Section 280G(c), then, notwithstanding any other provision of this Agreement or of any other agreement, contract, or understanding heretofore or hereafter entered into by the Employee with the Company (an “ Other Agreement ”), and notwithstanding any formal or informal plan or other arrangement for the direct or indirect provision of compensation to the Employee (including groups or classes of employees or beneficiaries of which the Employee is a member), whether or not such compensation is deferred, is in cash, or is in the form of a benefit to or for the Employee (a “ Benefit Arrangement ”), any right to exercise, vesting, payment or benefit to the Employee under this Agreement, any Other Agreement and/or any Benefit Arrangement shall be reduced or eliminated:

(i) to the extent that such right to exercise, vesting, payment, or benefit, taking into account all other rights, payments, or benefits to or for the Employee under this Agreement, all Other Agreements, and all Benefit Arrangements, would cause any exercise, vesting, payment or benefit to the Employee under this Agreement to be considered a “parachute payment” within the meaning of Code Section 280G(b)(2) as then in effect (a “ Parachute Payment ”); and

(ii) if, as a result of receiving such Parachute Payment, the aggregate after-tax amounts received by the Employee from the Company under this Agreement, all Other Agreements, and all Benefit Arrangements would be less than the maximum after-tax amount that could be received by the Employee without causing any such payment or benefit to be considered a Parachute Payment.

eliminating any accelerated vesting of options or stock appreciation rights, then by reducing or eliminating any accelerated vesting of restricted stock or stock units, then by reducing or eliminating any other remaining Parachute Payments.

(f) OTHER OBLIGATIONS. Upon any termination of the Employee’s employment with the Company, unless otherwise specified in a written agreement between the Company and the Employee, the Employee shall be deemed to have resigned from the Board and any other position as an officer, director or fiduciary of the Company and its affiliates, and shall take any and all actions reasonably requested by the Company to effectuate the foregoing.

(g) EXCLUSIVE REMEDY. The amounts payable to the Employee following termination of employment and the Employment Term hereunder pursuant to Sections 7 and 8 hereof shall be in full and complete satisfaction of the Employee’s rights under this Agreement and any other claims that the Employee may have in respect of the Employee’s employment with the Company or any of its affiliates, and the Employee acknowledges that such amounts are fair and reasonable, and are the Employee’s sole and exclusive remedy, in lieu of all other remedies at law or in equity, with respect to the termination of the Employee’s employment hereunder or any breach of this Agreement.

9. RELEASE. Any and all amounts payable and benefits or additional rights provided pursuant to this Agreement beyond the Accrued Benefits shall only be payable if the Employee delivers to the Company and does not revoke a general release of claims in favor of the Company in substantially the form attached on Exhibit A hereto. Such release shall be executed and delivered (and no longer subject to revocation, if applicable) within sixty (60) days following termination.

10. RESTRICTIVE COVENANTS.

(a) CONFIDENTIALITY. During the course of the Employee’s employment with the Company, the Employee will have access to Confidential Information. For purposes of this Agreement, “ Confidential Information ” means all data, information, ideas, concepts, discoveries, trade secrets, inventions (whether or not patentable or reduced to practice), innovations, improvements, know-how, developments, techniques, methods, processes, treatments, drawings, sketches, specifications, designs, plans, patterns, models, plans and strategies, and all other confidential or proprietary information or trade secrets in any form or medium (whether merely remembered or embodied in a tangible or intangible form or medium) whether now or hereafter existing, relating to or arising from the past, current or potential business, activities and/or operations of the Company or any of its affiliates, including, without limitation, any such information relating to or concerning finances, sales, marketing, advertising, transition, promotions, pricing, personnel, customers, suppliers, vendors, raw partners and/or competitors. The Employee agrees that the Employee shall not, directly or indirectly, use, make available, sell, disclose or otherwise communicate to any person, other than in the course of the Employee’s assigned duties and for the benefit of the Company, either during the period of the Employee’s employment or at any time thereafter, any Confidential Information or other confidential or proprietary information received from third parties subject to a duty on the Company’s and its affiliates’ part to maintain the confidentiality of such information, and to use such information only for certain limited purposes, in each case, which shall have been obtained

by the Employee during the Employee’s employment by the Company (or any predecessor). The foregoing shall not apply to information that (i) was known to the public prior to its disclosure to the Employee; (ii) becomes generally known to the public subsequent to disclosure to the Employee through no wrongful act of the Employee or any representative of the Employee; or (iii) the Employee is required to disclose by applicable law, regulation or legal process (provided that the Employee provides the Company with prior notice of the contemplated disclosure and cooperates with the Company at its expense in seeking a protective order or other appropriate protection of such information).

(b) NONCOMPETITION. The Employee acknowledges that (i) the Employee performs services of a unique nature for the Company that are irreplaceable, and that the Employee’s performance of such services to a competing business will result in irreparable harm to the Company, (ii) the Employee has had and will continue to have access to Confidential Information which, if disclosed, would unfairly and inappropriately assist in competition against the Company or any of its affiliates, (iii) in the course of the Employee’s employment by a competitor, the Employee would inevitably use or disclose such Confidential Information, (iv) the Company and its affiliates have substantial relationships with their customers and the Employee has had and will continue to have access to these customers, (v) the Employee has received and will receive specialized training from the Company and its affiliates, and (vi) the Employee has generated and will continue to generate goodwill for the Company and its affiliates in the course of the Employee’s employment. Accordingly, during the Employee’s employment and (A) if the Employee’s employment and the Employment Term are terminated by the Company for Cause, by the Employee without Good Reason or as a result of the Employee’s non-extension of the Employment Term as provided in Section 2 hereof, for a period of one (1) year thereafter, or (B) if the Employee’s employment and the Employment Term are terminated by the Company other than for Cause, by the Employee for Good Reason or as a result of the Company’s non-extension of the Employment Term as provided in Section 2 hereof and Employee was willing and able to remain employed, for a period of six (6) months thereafter, the Employee agrees that the Employee will not, directly or indirectly, own, manage, operate, control, be employed by (whether as an employee, consultant, independent contractor or otherwise, and whether or not for compensation) or render services to (i) any person, firm, corporation or other entity, in whatever form, with a class of securities listed on a national securities exchange, engaged in the business of owning and leasing agricultural real estate or in any other material business in which the Company or any of its affiliates is engaged on the termination date or in which they have planned, on or prior to such date, to be engaged in on or after such date, in any locale of any country in which the Company conducts business or (ii) any person, firm, corporation or other entity, in whatever form, with assets under management or committed capital in excess of $50,000,000, engaged in the business of owning and leasing agricultural real estate or in any other material business in which the Company or any of its affiliates is engaged on the termination date or in which they have planned, on or prior to such date, to be engaged in on or after such date, in any locale of any country in which the Company conducts business. Notwithstanding the foregoing, nothing herein shall prohibit the Employee from (i) being a passive owner of not more than one percent (1%) of the equity securities of a publicly traded corporation engaged in a business that is in competition with the Company or any of its affiliates, so long as the Employee has no active participation in the business of such corporation or (ii) owning, managing, operating, controlling, or being employed by any firm, corporation or other entity in the same capacity in which the Employee was engaged

immediately prior to the Termination of the Employee’s employment hereunder, as long as (a) the Board has been apprised of the identity of, and the Employee’s role with, such firm, corporation or other entity and (b) the Board has previously approved the Employee’s role with such firm, corporation or other entity, in the case of both (a) and (b), prior to the Employee’s termination of employment. In addition, the provisions of this Section 10(b) shall not be violated by the Employee commencing employment with a subsidiary, division or unit of any entity that engages in a business in competition with the Company or any of its affiliates so long as the Employee and such subsidiary, division or unit does not engage in a business in competition with the Company or any of its affiliates.

(c) NONSOLICITATION; NONINTERFERENCE. (i) During the Employee’s employment with the Company and (A) if the Employee’s employment and the Employment Term are terminated by the Company for Cause, by the Employee without Good Reason or as a result of the Employee’s non-extension of the Employment Term as provided in Section 2 hereof, for a period of one (1) year thereafter, or (B) if the Employee’s employment and the Employment Term are terminated by the Company other than for Cause, by the Employee for Good Reason or as a result of the Company’s non-extension of the Employment Term as provided in Section 2 hereof and Employee was willing and able to remain employed, for a period of six (6) months thereafter, the Employee agrees that the Employee shall not, except in the furtherance of the Employee’s duties hereunder, directly or indirectly, individually or on behalf of any other person, firm, corporation or other entity, solicit, aid or induce any customer of the Company or any of its affiliates to purchase goods or services then sold by the Company or any of its affiliates from another person, firm, corporation or other entity or assist or aid any other persons or entity in identifying or soliciting any such customer.

(ii) During the Employee’s employment with the Company and (A) if the Employee’s employment and the Employment Term are terminated by the Company for Cause, by the Employee without Good Reason or as a result of the Employee’s non-extension of the Employment Term as provided in Section 2 hereof, for a period of one (1) year thereafter, or (B) if the Employee’s employment and the Employment Term are terminated by the Company other than for Cause, by the Employee for Good Reason or as a result of the Company’s non-extension of the Employment Term as provided in Section 2 hereof and Employee was willing and able to remain employed, for a period of six (6) months thereafter, the Employee agrees that the Employee shall not, except in the furtherance of the Employee’s duties hereunder, directly or indirectly, individually or on behalf of any other person, firm, corporation or other entity, (A) solicit, aid or induce any employee, representative or agent of the Company or any of its affiliates to leave such employment or retention or to accept employment with or render services to or with any other person, firm, corporation or other entity unaffiliated with the Company or hire or retain any such employee, representative or agent, or take any action to materially assist or aid any other person, firm, corporation or other entity in identifying, hiring or soliciting any such employee, representative or agent, or (B) interfere, or aid or induce any other person or entity in interfering, with the relationship between the Company or any of its affiliates and any of their respective vendors, joint venturers, licensors or tenants. An employee, representative or agent shall be deemed covered by this Section 10(c)(ii) while so employed or retained and for a period of six (6) months thereafter.

(iii) Notwithstanding the foregoing, the provisions of this Section 10(c) shall not be violated by (A) general advertising or solicitation not specifically targeted at Company-related persons or entities, (B) the Employee serving as a reference, upon request, for any employee of the Company or any of its affiliates so long as such reference is not for an entity that is employing or retaining the Employee , or (C) actions taken by any person or entity with which the Employee is associated if the Employee is not personally involved in any manner in the matter and has not identified such Company-related person or entity for soliciting or hiring.

(d) NONDISPARAGMENT. The Employee agrees not to make negative comments or otherwise disparage the Company or its officers, directors, employees, shareholders, agents or products other than in the good faith performance of the Employee’s duties to the Company while the Employee is employed by the Company. The Company hereby covenants and agrees that it shall not, directly or indirectly, make or solicit or encourage others to make or solicit any negative comments or otherwise disparaging remarks concerning the Employee. The foregoing shall not be violated by truthful statements in response to legal process, required governmental testimony or filings, or administrative or arbitral proceedings (including, without limitation, depositions in connection with such proceedings).

(e) RETURN OF COMPANY PROPERTY. On the date of the Employee’s termination of employment with the Company for any reason (or at any time prior thereto at the Company’s request), the Employee shall return all property belonging to the Company or its affiliates (including, but not limited to, any Company-provided laptops, computers, cell phones, wireless electronic mail devices or other equipment, or documents and property belonging to the Company). The Employee may retain the Employee’s rolodex and similar address books provided that such items only include contact information.

(f) REASONABLENESS OF COVENANTS. In signing this Agreement, the Employee gives the Company assurance that the Employee has carefully read and considered all of the terms and conditions of this Agreement, including the restraints imposed under this Section 10 hereof. The Employee agrees that these restraints are necessary for the reasonable and proper protection of the Company and its affiliates and their Confidential Information and that each and every one of the restraints is reasonable in respect to subject matter, length of time and geographic area, and that these restraints, individually or in the aggregate, will not prevent the Employee from obtaining other suitable employment during the period in which the Employee is bound by the restraints. The Employee acknowledges that each of these covenants has a unique, very substantial and immeasurable value to the Company and its affiliates and that the Employee has sufficient assets and skills to provide a livelihood while such covenants remain in force. The Employee further covenants that the Employee will not challenge the reasonableness or enforceability of any of the covenants set forth in this Section 10 . It is also agreed that each of the Company’s affiliates will have the right to enforce all of the Employee’s obligations to that affiliate under this Agreement, including without limitation pursuant to this Section 10 .

(g) REFORMATION. If it is determined by a court of competent jurisdiction in any state that any restriction in this Section 10 is excessive in duration or scope or is unreasonable or unenforceable under applicable law, it is the intention of the parties that such restriction may be

modified or amended by the court to render it enforceable to the maximum extent permitted by the laws of that state.

(h) TOLLING. In the event of any violation of the provisions of this Section 10 , the Employee acknowledges and agrees that the post-termination restrictions contained in this Section 10 shall be extended by a period of time equal to the period of such violation, it being the intention of the parties hereto that the running of the applicable post-termination restriction period shall be tolled during any period of such violation.

(i) SURVIVAL OF PROVISIONS. The obligations contained in Sections 10 hereof shall survive the termination or expiration of the Employment Term and the Employee’s employment with the Company and shall be fully enforceable thereafter.

(j) COOPERATION. Upon the receipt of reasonable notice from the Company (including outside counsel), the Employee agrees that while employed by the Company, the Employee will respond and provide information with regard to matters in which the Employee has knowledge as a result of the Employee’s employment with the Company, and will provide reasonable assistance to the Company, its affiliates and their respective representatives in defense of any claims that may be made against the Company or its affiliates, and will assist the Company and its affiliates in the prosecution of any claims that may be made by the Company or its affiliates, to the extent that such claims may relate to the period of the Employee’s employment with the Company.

11. EQUITABLE RELIEF AND OTHER REMEDIES. The Employee acknowledges and agrees that the Company’s remedies at law for a breach or threatened breach of any of the provisions of Section 10 hereof would be inadequate and, in recognition of this fact, the Employee agrees that, in the event of such a breach or threatened breach, in addition to any remedies at law, the Company, without posting any bond or other security, shall be entitled to obtain equitable relief in the form of specific performance, a temporary restraining order, a temporary or permanent injunction or any other equitable remedy which may then be available, without the necessity of showing actual monetary damages. In the event of a violation by the Employee of Section 10 hereof, any severance being paid to the Employee pursuant to this Agreement or otherwise shall immediately cease. If the Company adopts a “clawback” or recoupment policy, payments under this Agreement will be subject to repayment to the Company to the extent so provided under the terms of such policy.

12. NO ASSIGNMENTS. This Agreement is personal to each of the parties hereto. Except as provided in this Section 12 hereof, no party may assign or delegate any rights or obligations hereunder without first obtaining the written consent of the other party hereto. The Company may assign this Agreement to any successor to all or substantially all of the business and/or assets of the Company, provided that the Company shall require such successor to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. As used in this Agreement, “ Company ” shall mean the Company and any successor to its business and/or assets, which assumes and agrees to perform the duties and obligations of the Company under this Agreement by operation of law or otherwise.

13. NOTICE . For purposes of this Agreement, notices and all other communications provided for in this Agreement shall be in writing and shall be deemed to have been duly given (a) on the date of delivery, if delivered by hand, (b) on the date of transmission, if delivered by confirmed facsimile or electronic mail, (c) on the first business day following the date of deposit, if delivered by guaranteed overnight delivery service, or (d) on the fourth business day following the date delivered or mailed by United States registered or certified mail, return receipt requested, postage prepaid, addressed as follows:

If to the Employee:

At the address (or to the facsimile number) shown
in the books and records of the Company.

If to the Company:

8670 Wolff Court, Suite 240,

Westminster, CO 80031

Attention: Lead Independent Director

or to such other address as either party may have furnished to the other in writing in accordance herewith, except that notices of change of address shall be effective only upon receipt.

14. SECTION HEADINGS; INCONSISTENCY. The section headings used in this Agreement are included solely for convenience and shall not affect, or be used in connection with, the interpretation of this Agreement. In the event of any inconsistency between the terms of this Agreement and any form, award, plan or policy of the Company, the terms of this Agreement shall govern and control.

15. SEVERABILITY. The provisions of this Agreement shall be deemed severable. The invalidity or unenforceability of any provision of this Agreement in any jurisdiction shall not affect the validity, legality or enforceability of the remainder of this Agreement in such jurisdiction or the validity, legality or enforceability of any provision of this Agreement in any other jurisdiction, it being intended that all rights and obligations of the parties hereunder shall be enforceable to the fullest extent permitted by applicable law.

16. COUNTERPARTS. This Agreement may be executed in several counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same instrument.

17. INDEMNIFICATION. The Company hereby agrees to indemnify the Employee and hold the Employee harmless to the extent provided under the By-Laws of the Company against and in respect of any and all actions, suits, proceedings, claims, demands, judgments, costs, expenses (including reasonable attorney’s fees), losses, and damages resulting from the Employee’s good faith performance of the Employee’s duties and obligations with the Company. This obligation shall survive the termination of the Employee’s employment with the Company.

18. LIABILITY INSURANCE. The Company shall cover the Employee under directors’ and officers’ liability insurance both during and, while potential liability exists, after the term of this Agreement in the same amount and to the same extent as the Company covers its other officers and directors.

19. GOVERNING LAW . This Agreement, the rights and obligations of the parties hereto, and any claims or disputes relating thereto, shall be governed by and construed in accordance with the laws of the State of Colorado (without regard to its choice of law provisions). The parties acknowledge and agree that in connection with any dispute hereunder, each party shall pay all of its own costs and expenses, including, without limitation, its own legal fees and expenses.

20. MISCELLANEOUS. No provision of this Agreement may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in writing and signed by the Employee and such officer or director as may be designated by the Board. No waiver by either party hereto at any time of any breach by the other party hereto of, or compliance with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. This Agreement together with all exhibits hereto sets forth the entire agreement of the parties hereto in respect of the subject matter contained herein and supersedes any and all prior agreements or understandings between the Employee and the Company with respect to the subject matter hereof. No agreements or representations, oral or otherwise, express or implied, with respect to the subject matter hereof have been made by either party which are not expressly set forth in this Agreement. The payment or provision to the Employee by the Company of any remuneration, benefits or other financial obligations pursuant to this Agreement and any indemnification obligations, shall be allocated between the Company and the Operating Partnership by the Compensation Committee based on any reasonable method.

21. REPRESENTATIONS. The Employee represents and warrants to the Company that (a) the Employee has the legal right to enter into this Agreement and to perform all of the obligations on the Employee’s part to be performed hereunder in accordance with its terms, and (b) the Employee is not a party to any agreement or understanding, written or oral, and is not subject to any restriction, which, in either case, could prevent the Employee from entering into this Agreement or performing all of the Employee’s duties and obligations hereunder. In addition, the Employee acknowledges that the Employee is aware of Section 304 (Forfeiture of Certain Bonuses and Profits) of the Sarbanes-Oxley Act of 2002 and the right of the Company to be reimbursed for certain payments to the Employee in compliance therewith.

22. TAX MATTERS.

(a) WITHHOLDING. The Company may withhold from any and all amounts payable under this Agreement or otherwise such federal, state and local taxes as may be required to be withheld pursuant to any applicable law or regulation.

(b) SECTION 409A COMPLIANCE.

(i) The intent of the parties is that payments and benefits under this Agreement comply with (or qualify for an exemption from) Internal Revenue Code Section 409A and the regulations and guidance promulgated thereunder (collectively “ Code Section 409A ”) and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted accordingly. To the extent that any provision hereof is modified in order to comply with Code Section 409A, such modification shall be made in good faith and shall, to the maximum extent reasonably possible, maintain the original intent and economic benefit to the Employee and the Company of the applicable provision without violating the provisions of Code Section 409A. In no event whatsoever shall the Company be liable for any additional tax, interest or penalty that may be imposed on the Employee by Code Section 409A or damages for failing to comply with Code Section 409A.

(ii) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” Notwithstanding anything to the contrary in this Agreement, if the Employee is deemed on the termination date to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is considered deferred compensation under Code Section 409A payable on account of a “separation from service,” such payment or benefit shall not be made or provided until the date which is the earlier of (A) the expiration of the six (6)-month period measured from the date of such “separation from service” of the Employee, and (B) the date of the Employee’s death, to the extent required under Code Section 409A. Upon the expiration of the foregoing delay period, all payments and benefits delayed pursuant to this Section 22(b)(ii) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the Employee in a lump sum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein.

(iii) To the extent that reimbursements or other in-kind benefits under this Agreement constitute “nonqualified deferred compensation” for purposes of Code Section 409A, (A) all expenses or other reimbursements hereunder shall be made on or prior to the last day of the taxable year following the taxable year in which such expenses were incurred by the Employee, (B) any right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, and (C) no such reimbursement, expenses eligible for reimbursement, or in-kind benefits provided in any taxable year shall in any way affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year.

(iv) For purposes of Code Section 409A, the Employee’s right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days, the actual date of payment within the specified period shall be within the sole discretion of the Company.

(v) Notwithstanding any other provision of this Agreement to the contrary, in no event shall any payment under this Agreement that constitutes “nonqualified deferred compensation” for purposes of Code Section 409A be subject to offset by any other amount unless otherwise permitted by Code Section 409A.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.

	FARMLAND PARTNERS INC.


	By:

	Name:

	Title:


	FARMLAND PARTNERS OPERATING
	PARTNERSHIP, LP

	By: Farmland Partners OP GP, LLC, its general
	partner

		By: Farmland Partners Inc., its sole member

		By:

		Name:

		Title:


	EMPLOYEE



	Paul A. Pittman

EXHIBIT A

GENERAL RELEASE

I, , in consideration of and subject to the performance by Farmland Partners Inc., a Maryland corporation (“Farmland”), and Farmland Partners Operating Partnership, LP, a Delaware limited partnership (the “ Operating Partnership ” and, together with the Farmland and its subsidiaries, the “ Company ”), of its obligations under the Employment Agreement dated as of , 2014 (the “ Agreement ”), do hereby release and forever discharge as of the date hereof the Company and its respective affiliates and all present, former and future managers, directors, officers, employees, attorneys, advisors, successors and assigns of the Company and its affiliates and direct or indirect owners (collectively, the “ Released Partie s ”) to the extent provided below (this “ General Release ”). The Released Parties are intended to be third-party beneficiaries of this General Release, and this General Release may be enforced by each of them in accordance with the terms hereof in respect of the rights granted to such Released Parties hereunder. Terms used herein but not otherwise defined shall have the meanings given to them in the Agreement.

1. I understand that any payments or benefits paid or granted to me under Section 8 of the Agreement represent, in part, consideration for signing this General Release and are not salary, wages or benefits to which I was already entitled. I understand and agree that I will not receive certain of the payments and benefits specified in Section 8 of the Agreement unless I execute this General Release and do not revoke this General Release within the time period permitted hereafter. Such payments and benefits will not be considered compensation for purposes of any employee benefit plan, program, policy or arrangement maintained or hereafter established by the Company or its affiliates.

2. Except as provided in paragraphs 4 and 5 below and except for the provisions of the Agreement which expressly survive the termination of my employment with the Company, I knowingly and voluntarily (for myself, my heirs, executors, administrators and assigns) release and forever discharge the Company and the other Released Parties from any and all claims, suits, controversies, actions, causes of action, cross-claims, counter-claims, demands, debts, compensatory damages, liquidated damages, punitive or exemplary damages, other damages, claims for costs and attorneys’ fees, or liabilities of any nature whatsoever in law and in equity, both past and present (through the date that this General Release becomes effective and enforceable) and whether known or unknown, suspected, or claimed against the Company or any of the Released Parties which I, my spouse, or any of my heirs, executors, administrators or assigns, may have, which arise out of or are connected with my employment with, or my separation or termination from, the Company (including, but not limited to, any allegation, claim or violation, arising under: Title VII of the Civil Rights Act of 1964, as amended; the Civil Rights Act of 1991; the Age Discrimination in Employment Act of 1967, as amended (including the Older Workers Benefit Protection Act); the Equal Pay Act of 1963, as amended; the Americans with Disabilities Act of 1990; the Family and Medical Leave Act of 1993; the Worker Adjustment Retraining and Notification Act; the Employee Retirement Income Security Act of 1974; any applicable Executive Order Programs; the Fair Labor Standards Act; or their state or local counterparts; or under any other federal, state or local civil or human rights law, or

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under any other local, state, or federal law, regulation or ordinance; or under any public policy, contract or tort, or under common law; or arising under any policies, practices or procedures of the Company; or any claim for wrongful discharge, breach of contract, infliction of emotional distress, defamation; or any claim for costs, fees, or other expenses, including attorneys’ fees incurred in these matters) (all of the foregoing collectively referred to herein as the “ Claims ”).

3. I represent that I have made no assignment or transfer of any right, claim, demand, cause of action or other matters covered by paragraph 2 above.

4. I agree that this General Release does not waive or release any rights or claims that I may have under the Age Discrimination in Employment Act of 1967 which arise after the date I execute this General Release. I acknowledge and agree that my separation from employment with the Company in compliance with the terms of the Agreement shall not serve as the basis for any claim or action (including, without limitation, any claim under the Age Discrimination in Employment Act of 1967).

5. I agree that I hereby waive all rights to sue or obtain equitable, remedial or punitive relief from any or all Released Parties of any kind whatsoever in respect of any Claims, including, without limitation, reinstatement, back pay, front pay, and any form of injunctive relief. Notwithstanding the above, I further acknowledge that I am not waiving and am not being required to waive any right that cannot be waived under law, including the right to file an administrative charge or participate in an administrative investigation or proceeding; provided , however , that I disclaim and waive any right to share or participate in any monetary award resulting from the prosecution of such charge or investigation or proceeding. Additionally, I am not waiving (i) any right to the Accrued Benefits or any severance benefits to which I am entitled under the Agreement, (ii) any claim relating to directors’ and officers’ liability insurance coverage or any right of indemnification under the Company’s organizational documents or otherwise, or (iii) my rights as an equity or security holder in the Company or its affiliates.

6. In signing this General Release, I acknowledge and intend that it shall be effective as a bar to each and every one of the Claims hereinabove mentioned or implied. I expressly consent that this General Release shall be given full force and effect according to each and all of its express terms and provisions, including those relating to unknown and unsuspected Claims (notwithstanding any state or local statute that expressly limits the effectiveness of a general release of unknown, unsuspected and unanticipated Claims), if any, as well as those relating to any other Claims hereinabove mentioned or implied. I acknowledge and agree that this waiver is an essential and material term of this General Release and that without such waiver the Company would not have agreed to the terms of the Agreement. I further agree that in the event I should bring a Claim seeking damages against the Company, or in the event I should seek to recover against the Company in any Claim brought by a governmental agency on my behalf, this General Release shall serve as a complete defense to such Claims to the maximum extent permitted by law. I further agree that I am not aware of any pending claim of the type described in paragraph 2 above as of the execution of this General Release.

7. I agree that neither this General Release, nor the furnishing of the consideration for this General Release, shall be deemed or construed at any time to be an admission by the Company, any Released Party or myself of any improper or unlawful conduct.

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8. I agree that if I violate this General Release by suing the Company or the other Released Parties, I will pay all costs and expenses of defending against the suit incurred by the Released Parties, including reasonable attorneys’ fees.

9. I agree that this General Release and the Agreement are confidential and agree not to disclose any information regarding the terms of this General Release or the Agreement, except to my immediate family and any tax, legal or other counsel I have consulted regarding the meaning or effect hereof or as required by law, and I will instruct each of the foregoing not to disclose the same to anyone.

10. Any non-disclosure provision in this General Release does not prohibit or restrict me (or my attorney) from responding to any inquiry about this General Release or its underlying facts and circumstances by the Securities and Exchange Commission (SEC), the Financial Industry Regulatory Authority (FINRA), any other self-regulatory organization or any governmental entity.

11. I hereby acknowledge that Sections 8 through 13, 17 through 20 and 22 of the Agreement shall survive my execution of this General Release.

12. I represent that I am not aware of any claim by me other than the claims that are released by this General Release. I acknowledge that I may hereafter discover claims or facts in addition to or different than those which I now know or believe to exist with respect to the subject matter of the release set forth in paragraph 2 above and which, if known or suspected at the time of entering into this General Release, may have materially affected this General Release and my decision to enter into it.

13. Notwithstanding anything in this General Release to the contrary, this General Release shall not relinquish, diminish, or in any way affect any rights or claims arising out of any breach by the Company or by any Released Party of the Agreement after the date hereof.

14. Whenever possible, each provision of this General Release shall be interpreted in, such manner as to be effective and valid under applicable law, but if any provision of this General Release is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision or any other jurisdiction, but this General Release shall be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had never been contained herein.

BY SIGNING THIS GENERAL RELEASE, I REPRESENT AND AGREE THAT:

1. I HAVE READ IT CAREFULLY;

2. I UNDERSTAND ALL OF ITS TERMS AND KNOW THAT I AM GIVING UP IMPORTANT RIGHTS, INCLUDING BUT NOT LIMITED TO, RIGHTS UNDER THE AGE DISCRIMINATION IN EMPLOYMENT ACT OF 1967, AS AMENDED, TITLE VII OF THE CIVIL RIGHTS ACT OF 1964, AS

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AMENDED; THE EQUAL PAY ACT OF 1963, THE AMERICANS WITH DISABILITIES ACT OF 1990; AND THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED;

3. I VOLUNTARILY CONSENT TO EVERYTHING IN IT;

4. I HAVE BEEN ADVISED TO CONSULT WITH AN ATTORNEY BEFORE EXECUTING IT AND I HAVE DONE SO OR, AFTER CAREFUL READING AND CONSIDERATION, I HAVE CHOSEN NOT TO DO SO OF MY OWN VOLITION;

5. I HAVE HAD AT LEAST [21][45] DAYS FROM THE DATE OF MY RECEIPT OF THIS RELEASE TO CONSIDER IT, AND THE CHANGES MADE SINCE MY RECEIPT OF THIS RELEASE ARE NOT MATERIAL OR WERE MADE AT MY REQUEST AND WILL NOT RESTART THE REQUIRED [21][45] -DAY PERIOD;

6. I UNDERSTAND THAT I HAVE SEVEN (7) DAYS AFTER THE EXECUTION OF THIS RELEASE TO REVOKE IT AND THAT THIS RELEASE SHALL NOT BECOME EFFECTIVE OR ENFORCEABLE UNTIL THE REVOCATION PERIOD HAS EXPIRED;

7. I HAVE SIGNED THIS GENERAL RELEASE KNOWINGLY AND VOLUNTARILY AND WITH THE ADVICE OF ANY COUNSEL RETAINED TO ADVISE ME WITH RESPECT TO IT; AND

8. I AGREE THAT THE PROVISIONS OF THIS GENERAL RELEASE MAY NOT BE AMENDED, WAIVED, CHANGED OR MODIFIED EXCEPT BY AN INSTRUMENT IN WRITING SIGNED BY AN AUTHORIZED REPRESENTATIVE OF THE COMPANY AND BY ME.

SIGNED:

DATED:

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EXHIBIT 10.7

FARMLAND PARTNERS INC.

EMPLOYMENT AGREEMENT

EMPLOYMENT AGREEMENT (this “ Agreement ”) dated as of , 2014, between Farmland Partners Inc., a Maryland corporation (the “ Farmland ”) and Farmland Partners Operating Partnership, LP, a Delaware limited partnership (the “ Operating Partnership ” and, together with Farmland, the “ Company ”), each with its principal place of business at 8670 Wolff Court, Suite 240, Westminster, CO 80031, and Luca Fabbri residing at the address on file with the Company (the “ Employee ”).

W I T N E S S E T H

WHEREAS , Farmland is the sole member of the general partner of the Operating Partnership;

WHEREAS , the parties wish to set forth the terms and conditions of that employment.

1. POSITION AND DUTIES.

(a) During the Employment Term (as defined in Section 2 hereof), the Employee shall serve as the Chief Financial Officer of the Company. In this capacity, the Employee shall have the duties, authorities and responsibilities as are required by the Employee’s position commensurate with the duties, authorities and responsibilities of persons in similar capacities in similarly sized companies, and such other duties, authorities and responsibilities as may reasonably be assigned to the Employee as the Chief Executive Officer of the Company shall designate from time to time that are not inconsistent with the Employee’s position with the Company and that are consistent with the bylaws of the Company and the amended and restated agreement of limited partnership of the Operating Partnership as it may be further amended from time to time, including, but not limited to, managing the affairs of the Company. The Employee’s principal place of employment with the Company shall be in Westminster, Colorado, provided that the Employee understands and agrees that the Employee may be required to travel from time to time for business purposes. The Employee shall report directly to the Chief Executive Officer of the Company.

or industry affairs, and (iii) managing the Employee’s personal investments and/or personal business as necessary, so long as such activities in the aggregate do not interfere or conflict with the Employee’s duties hereunder or create a potential business or fiduciary conflict.

3. BASE SALARY. The Company agrees to pay the Employee a base salary at an annual rate of not less than $200,000, payable in accordance with the regular payroll practices of the Company, but not less frequently than monthly. The Employee’s Base Salary shall be subject to annual review by the Board of Directors of Farmland (the “ Board ”) (or a committee thereof), and may be adjusted from time to time by the Board or the Compensation Committee of the Board (the “ Compensation Committee ”) in its sole discretion. The base salary as determined herein and adjusted from time to time shall constitute “ Base Salary ” for purposes of this Agreement.

6. EMPLOYEE BENEFITS.

otherwise provided hereunder. The Employee’s participation will be subject to the terms of the applicable plan documents and generally applicable Company policies. Notwithstanding the foregoing, the Company may modify or terminate any employee benefit plan at any time.

7. TERMINATION. The Employee’s employment and the Employment Term shall terminate on the first of the following to occur:

(b) DEATH. Automatically upon the date of death of the Employee.

(c) CAUSE. Immediately upon written notice by the Company to the Employee of a termination for Cause. “ Cause ” shall mean:

(i) Employee’s continued failure to substantially perform duties, or gross negligence or willful misconduct in connection with the performance of the Employee’s duties to the Company;

(ii) Employee’s conviction or plea of guilty or nolo contendere of a felony;

appear before the full Board with legal counsel, and a period of thirty (30) days following receipt of such notice to cure such event (if susceptible to cure) to the satisfaction of the Board. Notwithstanding anything to the contrary contained herein, the Employee’s right to cure and appear before the full Board with legal counsel as set forth in the preceding sentence shall not apply if there are habitual or repeated breaches by the Employee.

(d) WITHOUT CAUSE. Immediately upon written notice by the Company to the Employee of an involuntary termination without Cause (other than for death or Disability).

(i) material diminution in the Employee’s Base Salary or Target Bonus considered as a whole (as the same may be in effect from time to time);

(ii) material diminution in the Employee’s duties, authorities or responsibilities (other than temporarily while physically or mentally incapacitated or as required by applicable law); or

(iii) the Company’s material breach of the terms of this Agreement.

8. CONSEQUENCES OF TERMINATION.

(a) DEATH. In the event that the Employee’s employment and the Employment Term end on account of the Employee’s death, the Employee or the Employee’s estate, as the

case may be, shall be entitled to a lump sum payment of the following within sixty (60) days following termination of employment, or such earlier date as may be required by applicable law:

(i) any unpaid Base Salary through the termination date;

(ii) any Annual Bonus earned and accrued but unpaid;

(iii) any accrued but unused vacation time in accordance with Company policy; and

(i) the Accrued Benefits; and

(i) the Accrued Benefits;

(ii) subject to the Employee’s continued compliance with the obligations in Sections 9 and 10 hereof, an amount equal to two (2) times the sum of (A) the Base Salary in

effect on the termination date, (B) the average Annual Bonus earned by the Employee for the two (2) Company fiscal years ending during the Employment Period and immediately preceding the Company fiscal year in which such termination occurs (regardless of whether such amount was paid out on a current basis or deferred), plus (C) the average Equity Award Value (as defined below) of the two (2) most recent Annual Grants (as defined below) made to the Employee by Farmland, paid monthly in equal installments for a period of twelve (12) months following such termination; provided that to the extent that the payment of any amount constitutes “nonqualified deferred compensation” for purposes of Code Section 409A (as defined in Section 22 hereof), any such payment scheduled to occur during the first sixty (60) days following the termination of employment shall not be paid until the first regularly scheduled pay period following the sixtieth (60 th ) day following such termination and shall include payment of any amount that was otherwise scheduled to be paid prior thereto;

For purposes of Section 8(d)(ii)(C) , in the event that the Employee’s termination occurs prior Executive receiving two (2) Annual Grants, then the amount in Section 8(d)(ii)(C) shall be determined based on the Equity Award Value of Annual Grants made to the Employee during the Employment Term prior to the Employee’s termination (if any).

For purposes of this Agreement:

The Company shall accomplish such reduction by first reducing or eliminating any cash payments (with the payments to be made furthest in the future being reduced first), then by reducing or eliminating any accelerated vesting of performance awards, then by reducing or eliminating any accelerated vesting of options or stock appreciation rights, then by reducing or eliminating any accelerated vesting of restricted stock or stock units, then by reducing or eliminating any other remaining Parachute Payments.

10. RESTRICTIVE COVENANTS.

(iii) the Employee is required to disclose by applicable law, regulation or legal process (provided that the Employee provides the Company with prior notice of the contemplated disclosure and cooperates with the Company at its expense in seeking a protective order or other appropriate protection of such information).

termination of employment. In addition, the provisions of this Section 10(b) shall not be violated by the Employee commencing employment with a subsidiary, division or unit of any entity that engages in a business in competition with the Company or any of its affiliates so long as the Employee and such subsidiary, division or unit does not engage in a business in competition with the Company or any of its affiliates.

which the Employee is associated if the Employee is not personally involved in any manner in the matter and has not identified such Company-related person or entity for soliciting or hiring.

intention of the parties hereto that the running of the applicable post-termination restriction period shall be tolled during any period of such violation.

the date delivered or mailed by United States registered or certified mail, return receipt requested, postage prepaid, addressed as follows:

If to the Employee:

At the address (or to the facsimile number) shown
in the books and records of the Company.

If to the Company:

8670 Wolff Court, Suite 240,

Westminster, CO 80031

Attention: Chief Executive Officer

or to such other address as either party may have furnished to the other in writing in accordance herewith, except that notices of change of address shall be effective only upon receipt.

19. GOVERNING LAW . This Agreement, the rights and obligations of the parties hereto, and any claims or disputes relating thereto, shall be governed by and construed in

accordance with the laws of the State of Colorado (without regard to its choice of law provisions). The parties acknowledge and agree that in connection with any dispute hereunder, each party shall pay all of its own costs and expenses, including, without limitation, its own legal fees and expenses.

22. TAX MATTERS.

(b) SECTION 409A COMPLIANCE.

no event whatsoever shall the Company be liable for any additional tax, interest or penalty that may be imposed on the Employee by Code Section 409A or damages for failing to comply with Code Section 409A.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.

	FARMLAND PARTNERS INC.


	By:

	Name:

	Title:


	FARMLAND PARTNERS OPERATING PARTNERSHIP, LP

	By: Farmland Partners OP GP, LLC, its general partner

		By: Farmland Partners Inc., its sole member

		By:

		Name:

		Title:


	EMPLOYEE



	Luca Fabbri

EXHIBIT A

GENERAL RELEASE

B-1

3. I represent that I have made no assignment or transfer of any right, claim, demand, cause of action or other matters covered by paragraph 2 above.

B-2

11. I hereby acknowledge that Sections 8 through 13, 17 through 20 and 22 of the Agreement shall survive my execution of this General Release.

BY SIGNING THIS GENERAL RELEASE, I REPRESENT AND AGREE THAT:

1. I HAVE READ IT CAREFULLY;

B-3

AMENDED; THE EQUAL PAY ACT OF 1963, THE AMERICANS WITH DISABILITIES ACT OF 1990; AND THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED;

3. I VOLUNTARILY CONSENT TO EVERYTHING IN IT;

4. I HAVE BEEN ADVISED TO CONSULT WITH AN ATTORNEY BEFORE EXECUTING IT AND I HAVE DONE SO OR, AFTER CAREFUL READING AND CONSIDERATION, I HAVE CHOSEN NOT TO DO SO OF MY OWN VOLITION;

6. I UNDERSTAND THAT I HAVE SEVEN (7) DAYS AFTER THE EXECUTION OF THIS RELEASE TO REVOKE IT AND THAT THIS RELEASE SHALL NOT BECOME EFFECTIVE OR ENFORCEABLE UNTIL THE REVOCATION PERIOD HAS EXPIRED;

7. I HAVE SIGNED THIS GENERAL RELEASE KNOWINGLY AND VOLUNTARILY AND WITH THE ADVICE OF ANY COUNSEL RETAINED TO ADVISE ME WITH RESPECT TO IT; AND

SIGNED:

DATED:

B-4

EXHIBIT 10.8

CONSULTING AGREEMENT

This Consulting Agreement (this “ Agreement ”) is entered into as of the date of the last party to sign below by and between Farmland Partners Inc., a Maryland corporation (the “ Company ”), and Jesse J. Hough (“ Consultant ”), an individual. The Company desires to retain Consultant as an independent contractor to perform consulting services for the Company, and Consultant is willing to perform such services, on the terms described below. In consideration of the mutual promises contained herein, the parties agree as follows:

1. Term . The term of this Agreement will commence on the date of the completion of the initial public offering of the Company’s common stock (the “ Effective Date ”) and will continue for an initial period of two years (the “ Initial Term ”). Commencing with the last day of the Initial Term, and on each subsequent anniversary of such date, the term of this Agreement shall be automatically extended for successive one-year periods. Notwithstanding the foregoing, the Services (as defined herein) may be earlier terminated in accordance with the provisions of Section 3 hereof. The period of time between the Effective Date and the termination of this Agreement shall be referred to herein as the “ Consulting Term ”).

2. Services and Compensation .

2.1. Services . Consultant will consult with and advise the Company on matters and/or perform services relating to business strategies and related matters, including asset underwriting, asset acquisitions and accounting matters, as well as other matters reasonably requested of Consultant by the Company during the Consulting Term (the “ Services ”).

2.2. Fees . For Consultant’s performance in accordance with the terms and conditions of this Agreement, the Company agrees to pay Consultant an annual fee of $75,000 (the “ Annual Fee ”). The Annual Fee payable to Consultant pursuant to this Agreement shall be payable in four equal quarterly installments within thirty days after each fiscal quarter, with the exception of the first payment hereunder, which shall be pro-rated for the period commencing on the Effective Date and ending on the last day of the fiscal quarter in which the Effective Date occurs.

2.3. Equity Compensation . Consultant will be eligible to receive grants of equity awards from the Company under its 2014 Equity Incentive Plan (the “ 2014 Plan ”) or other equity compensation plans the Company adopts in the future. Any grants of equity awards to Consultant will be at the discretion of the Board of Directors of the Company (the “ Board ”), the Compensation Committee of the Board (the “ Compensation Committee ”) or such other committee or person to whom authority to grant equity awards under the plan has been delegated (each a “ Delegatee ”). The Board, Compensation Committee or Delegatee, as the case may be, shall determine (i) the type or types of equity awards (if any) to be made to Consultant; (ii) the number of shares of the Company’s common stock subject to any equity award; (iii) the terms and conditions of each equity award (including, but not limited to, the exercise price of any stock option, the nature and duration of any restriction or condition (or provision for lapse thereof) relating to the vesting, exercise, transfer, or forfeiture of an award or the shares of the Company’s common stock subject thereto, and the treatment of an award in the event of a change in control or other transaction); (iv) prescribe the form of each award agreement

evidencing an equity award; and (v) amend, modify, or supplement the terms of any outstanding equity award.

3. Termination . Notwithstanding any other provision of this Agreement, either the Company or Consultant may terminate this Agreement and the Services for any reason or no reason, and such termination shall be effective on the earlier of the 90 th day after written notice of such termination is provided to the other party in accordance with Section 8.4, and the date the Consulting Term would have ended had no termination notice been provided; provided , however , that the Company may immediately terminate (without any prior notice) this Agreement and the Services for “Cause” under the following circumstances: (i) Consultant’s continued failure to substantially perform duties, or gross negligence or willful misconduct in connection with the performance of the Services to the Company or an affiliate of the Company; (ii) conviction or plea of guilty or nolo contendere of a felony or a misdemeanor with respect to which fraud or dishonesty is a major element; (iii) Consultant’s conviction of any other criminal offense involving an act of dishonesty intended to result in substantial personal enrichment of Consultant at the expense of the Company or an affiliate of the Company; or (iv) Consultant’s material breach of any Company policy or term of this Agreement or any other employment, consulting or other services, confidentiality, intellectual property or non-competition agreements, if any, between Consultant and the Company or an affiliate of the Company.

4. Section 280G .

4.1 Parachute Limitation . If Consultant is a “disqualified individual,” as defined in Section 280G(c) of the Internal Revenue Code of 1986, as amended (the “ Code ”), then, notwithstanding any other provision of this Agreement or of any other agreement, contract, or understanding heretofore or hereafter entered into by Consultant with the Company (“ Other Agreement ”), and notwithstanding any formal or informal plan or other arrangement for the direct or indirect provision of compensation to Consultant, whether or not such compensation is deferred, is in cash, or is in the form of a benefit to or for Consultant (“ Benefit Arrangement ”), any right to exercise, vesting, payment or benefit to Consultant under this Agreement shall be reduced or eliminated:

(a) to the extent that such right to exercise, vesting, payment, or benefit, taking into account all other rights, payments, or benefits to or for Consultant under this Agreement, all Other Agreements, and all Benefit Arrangements, would cause any exercise, vesting, payment or benefit to Consultant under this Agreement to be considered a “parachute payment” within the meaning of Code Section 280G(b)(2) as then in effect (a “ Parachute Payment ”); and

(b) if, as a result of receiving such Parachute Payment, the aggregate after-tax amounts received by Consultant from the Company under this Agreement, all Other Agreements, and all Benefit Arrangements would be less than the maximum after-tax amount that could be received by Consultant without causing any such payment or benefit to be considered a Parachute Payment.

4.2 Order of Reduction . The Company shall accomplish such reduction by first reducing or eliminating any cash payments (with the payments to be made furthest in the future being reduced first), then by reducing or eliminating any accelerated vesting of performance awards, then by reducing or eliminating any accelerated vesting of options or stock appreciation rights, then by reducing or eliminating any accelerated vesting of restricted stock or stock units, then by reducing or eliminating any other remaining Parachute Payments.

5. Section 409A. The intent of the parties is that any payments and benefits under this Agreement comply with (or qualify for an exemption from) Code Section 409A and the regulations and guidance promulgated thereunder (collectively “ Code Section 409A ”) and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted accordingly. To the extent that any provision hereof is modified in order to comply with Code Section 409A, such modification shall be made in good faith and shall, to the maximum extent reasonably possible, maintain the original intent and economic benefit to Consultant and the Company of the applicable provision without violating the provisions of Code Section 409A. In no event whatsoever shall the Company or any affiliate be liable for any additional tax, interest or penalty that may be imposed on Consultant by Code Section 409A or damages for failing to comply with Code Section 409A.

6. Covenants of Consultant .

6.1. Covenant Against Conflicting Obligations; Other Covenants . Consultant acknowledges that (i) the principal business of the Company (which, for purposes of this Section 6 (and any related enforcement provisions hereof), expressly includes its successors and assigns), is the ownership, acquisition and management of agricultural real estate (the “ Business ”); (ii) the Company is one of a limited number of entities that have developed such a business; (iii) Consultant’s work for the Company will give him access to the confidential affairs and proprietary information of the Company; (iv) the covenants and agreements of Consultant contained in this Section 6 are essential to the business and goodwill of the Company; and (v) the Company would not have entered into this Agreement but for the covenants and agreements set forth in this Section 6. Accordingly, Consultant covenants and agrees that:

(a) By and in consideration of the fees and benefits to be provided by the Company hereunder and further in consideration of Consultant’s exposure to the proprietary information of the Company, Consultant covenants and agrees that, during the Consulting Term, he shall not in the United States, or, if and to the extent that the Business is Actively Conducted (as defined below) outside of the United States, in the applicable non-U.S. locations, directly or indirectly, (i) offer to any person, corporation, partnership or other entity (other than the Company or its Controlled Affiliates) the opportunity to acquire any agricultural real estate without first presenting such opportunity to the Company; (ii) render any consulting or similar services to any person, corporation, partnership or other entity (other than the Company or its Controlled Affiliates) engaged in any element of the Business if such person, corporation, partnership or other entity has assets of greater than $25,000,000.00 (a “ Competing Business ”); or (iii) become interested in any Competing Business as a partner, member, manager, shareholder, principal, agent, employee or trustee; provided , however , that, (i) a Competing Business shall not include any of the corporations, partnerships or other entities listed on Schedule 1 hereto; (ii) notwithstanding anything in this Section 6.1(a) to the contrary, Consultant or entities controlled

by him may acquire, or offer to Paul A. Pittman or entities controlled by Mr. Pittman, agricultural real estate in the townships covered by the Company’s Homestead Exemption Policy as then in effect, subject to the aggregate annual limitations set forth therein; and (iii) notwithstanding anything in this Section 6.1(a) to the contrary, Consultant may own or acquire or otherwise invest in, directly or indirectly, securities of any entity, solely for investment purposes and without participating in the business thereof, if (A) such securities are traded on any national securities exchange or in the over-the-counter market, (B) Consultant is not a controlling person of, or a member of a group which controls, such entity and (C) Consultant does not, directly or indirectly, own 5% or more of any class of securities of such entity. For purposes of this Agreement, the term “ Actively Conducted ” shall mean that the Company actually owns or manages agricultural real estate in the specified location, or has entered into a binding agreement, or a letter of intent, a term sheet, an agreement in principle, or any similar non-binding agreement (which non-binding agreement has not been terminated or expired of its own terms), to purchase or manage agricultural real estate in the specified location. “ Controlled Affiliates ” shall mean any and all entities that the Company directly or indirectly controls; provided that, if after the date hereof there is a reorganization of the Company and a new holding company is established over, and has control of, the Company, then “Controlled Affiliates” shall also include such holding company and any affiliates that are controlled by such new parent.

(b) During and after the Consulting Term, Consultant shall keep secret and retain in strictest confidence, and shall not use for his benefit or the benefit of others, except in connection with the business and affairs of the Company and its Controlled Affiliates, all confidential matters relating to the Business and the business of any of its Controlled Affiliates and to the Company and any of its Controlled Affiliates, learned by Consultant heretofore or hereafter directly or indirectly from the Company or any of its Controlled Affiliates, including, without limitation, information with respect to (i) sources and non-public methods of raising capital, (ii) non-public information related to joint ventures, institutional funds and the partners or other investors therein, and (iii) any other material, non-public information (the “ Confidential Company Information ”); and shall not disclose such Confidential Company Information to anyone outside of the Company except (w) with the Company’s express written consent, (x) Confidential Company Information which is at the time of receipt or thereafter becomes publicly known through no wrongful act of Consultant or is received from a third party not under an obligation to keep such information confidential and without breach of this Agreement, (y) as required by law or legal process (provided that Consultant shall give the Company reasonable prior written notice of disclosure under this clause (y)), and (z) for disclosures to counsel in the context of seeking legal advice where counsel agrees, for the benefit of the Company, to be bound by the restrictions of this sentence.

(c) During the Consulting Term, Consultant shall not, without the Company’s prior written consent, directly or indirectly (i) solicit or encourage to leave the employment or other service of the Company, or any of its Controlled Affiliates, any employee or independent contractor of the Company, or (ii) publish any statement or make any statement under circumstances reasonably likely to become public that is critical of the Company or any of its Controlled Affiliates, or in any way adversely affecting or otherwise maligning the Business or the reputation of the Company or any of its Controlled Affiliates ( provided that nothing in this sentence is intended to prevent Consultant from including in his pleadings or from his testimony

any truthful matter to the extent necessary to defend against any claim by the Company or a third party against Consultant, or to prosecute any claim against the Company for a breach of this Agreement).

(d) All memoranda, notes, lists, records, property and any other tangible product and documents (and all copies thereof), whether visually perceptible, machine-readable or otherwise, made, produced or compiled by Consultant or made available to Consultant concerning the business of the Company or its Controlled Affiliates, (i) shall at all times be the property of the Company (and, as applicable, any Controlled Affiliates) and shall be delivered to the Company at any time upon its request, and (ii) upon the termination of this Agreement, shall be immediately returned to the Company.

6.2. Rights and Remedies upon Breach . Consultant acknowledges and agrees that any breach by him of any of the provisions of Section 6.1 (the “ Restrictive Covenants ”) would result in irreparable injury and damage for which money damages would not provide an adequate remedy. Therefore, if Consultant breaches, or threatens to commit a breach of, any of the provisions of Section 6.1, the Company and its Controlled Affiliates shall have, in addition to, and not in lieu of, any other rights and remedies available to the Company and its Controlled Affiliates under law or in equity (including, without limitation, the recovery of damages), the right and remedy to have the Restrictive Covenants specifically enforced (without posting bond and without the need to prove damages), including, without limitation, the right to restraining orders and injunctions (preliminary, mandatory, temporary and permanent) against violations, threatened or actual, and whether or not then continuing, of such covenants.

7. Independent Contractor; Benefits .

7.1 . Independent Contractor . It is the express intention of the Company and Consultant that Consultant perform the Services as an independent contractor to the Company. Nothing in this Agreement shall in any way be construed to constitute Consultant as, nor shall Consultant as a result of this Agreement be deemed to be, an agent, employee or representative of the Company. Without limiting the generality of the foregoing, Consultant is not authorized to bind the Company to any liability or obligation or to represent that Consultant has any such authority. Consultant acknowledges and agrees that Consultant is obligated to report as income all compensation received by Consultant pursuant to this Agreement. Consultant agrees to and acknowledges the obligation to pay all self-employment and other taxes on such income.

7.2 . Benefits . The Company and Consultant agree that Consultant will receive no Company-sponsored benefits from the Company, other than those benefits noted in Section 2.3. If Consultant is reclassified by a state or federal agency or court as Company’s employee, Consultant will become an employee and will receive no benefits from the Company, other than those benefits noted in Section 2.3 and except those mandated by state or federal law, even if by the terms of benefit plans or programs of the Company in effect at the time of such reclassification, Consultant would otherwise be eligible for such benefits.

8. Other Provisions .

8.1. Severability . Consultant acknowledges and agrees that (i) he has had an opportunity to seek advice of counsel in connection with this Agreement and (ii) the Restrictive Covenants are reasonable in geographical and temporal scope and in all other respects. If it is determined that any of the provisions of this Agreement, including, without limitation, any of the Restrictive Covenants, or any part thereof, is invalid or unenforceable, the remainder of the provisions of this Agreement shall not thereby be affected and shall be given full effect, without regard to the portions determined to be invalid or unenforceable.

8.2 . Scope of Covenants . If any court or other decision-maker of competent jurisdiction determines that any of Consultant’s covenants contained in this Agreement, including, without limitation, any of the Restrictive Covenants, or any part thereof, is unenforceable because of the geographical scope of such provision, then, after such determination has become final and unappealable, the scope of such provision, as the case may be, shall be reduced so that such provision becomes enforceable and, in its reduced form, such provision shall then be enforceable and shall be enforced.

8.3 . Controversies and Claims . Any controversy or claim arising out of or relating to this Agreement or the breach of this Agreement that is not resolved by Consultant and the Company (or its Controlled Affiliates, where applicable) shall be brought and resolved in the state or federal courts located in Colorado, and the parties hereby consent to the jurisdiction and venue of such courts for such purpose. Notwithstanding the foregoing, any judgment of any such court may be enforced in any court of competent jurisdiction.

8.4 . Notices . Any notice or other communication required or permitted hereunder shall be in writing and shall be delivered personally, telegraphed, telexed, sent by facsimile transmission or sent by certified, registered or express mail, postage prepaid. Any such notice shall be deemed given when so delivered personally, telegraphed, telexed or sent by facsimile transmission or, if mailed, five days after the date of deposit in the United States mails as follows:

If to the Company, to:

Farmland Partners Inc.

8670 Wolff Court, Suite 240

Westminster, CO 80031

Attention: Chief Executive Officer

Facsimile: (720) 398-3238

with a copy to:

Morrison & Foerster LLP

2000 Pennsylvania Avenue, NW, Suite 6000

Washington, DC 20006

Attention: Justin R. Salon

Facsimile: (202) 887-0763

If to Consultant, to:	Jesse J. Hough 8670 Wolff Court, Suite 240 Westminster, CO 80031 Facsimile: (720) 398-3238

Any such person may by notice given in accordance with this Section 8.4 to the other parties hereto designate another address or person for receipt by such person of notices hereunder.

8.5. Entire Agreement . This Agreement contains the entire agreement of the parties regarding the subject matter hereof and supersedes all prior agreements, understandings and negotiations regarding the same.

8.6. Waivers and Amendments . This Agreement may be amended, superseded, canceled, renewed or extended, and the terms hereof may be waived, only by a written instrument signed by the parties or, in the case of a waiver, by the party waiving compliance. No delay on the part of any party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any waiver on the part of any party of any such right, power or privilege nor any single or partial exercise of any such right, power or privilege, preclude any other or further exercise thereof or the exercise of any other such right, power or privilege.

8.7. GOVERNING LAW . THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF COLORADO WITHOUT REGARD TO ANY PRINCIPLES OF CONFLICTS OF LAW WHICH COULD CAUSE THE APPLICATION OF THE LAWS OF ANY JURISDICTION OTHER THAN THE STATE OF COLORADO.

8.8. Assignment . This Agreement, and Consultant’s rights and obligations hereunder, may not be assigned by Consultant; any purported assignment by Consultant in violation hereof shall be null and void. This Agreement, and the Company’s rights and obligations hereunder, may not be assigned by the Company; any purported assignment by the Company in violation hereof shall be null and void. Notwithstanding the foregoing, (i) in the event of any sale, transfer or other disposition of all or substantially all of the Company’s assets or business, whether by merger, consolidation or otherwise, the Company may assign this Agreement and its rights hereunder, and (ii) the Company may assign this Agreement to its Controlled Affiliates.

8.9. Withholding . The Company shall be entitled to withhold from any payments or deemed payments any amount of tax withholding it determines to be required by law.

8.10. Binding Effect . This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors, permitted assigns, heirs, executors and legal representatives.

8.11. Counterparts . This Agreement may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an original but all such counterparts together shall constitute one and the same instrument. Each counterpart may consist of two copies hereof each signed by one of the parties hereto.

8.12. Survival . Anything contained in this Agreement to the contrary notwithstanding, the provisions of Sections 3, 4, 5, 6.1(b), 6.2 and 8 (to the extent necessary to effectuate the survival of Sections 3, 4, 5, 6.1(b) and 6.2) of this Agreement shall survive termination of this Agreement and any termination of the Services hereunder.

8.13. Existing Agreements . Consultant represents to the Company that he is not subject or a party to any employment or consulting agreement, non-competition covenant or other agreement, covenant or understanding which might prohibit him from executing this Agreement or limit his ability to fulfill his responsibilities hereunder.

8.14. Headings . The headings in this Agreement are for reference only and shall not affect the interpretation of this Agreement.

[Signature Page Follows]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement.

COMPANY :

FARMLAND PARTNERS INC.

By:

	Name: Paul A. Pittman
	Title:	Executive Chairman, President and Chief Executive Officer
	Date:


CONSULTANT:



Jesse J. Hough
Date:

[Signature Page to Consulting Agreement]

Schedule 1

American Agriculture Corporation

Pittman Hough Farms, LLC

PH Land, LLC

Cottonwood Valley Farms, LLC

Hough Farms

Astoria Farms

Pine Ridge Holdings, Inc.

Little Pine Ridge Feed Yard, Inc.

South Fulton Livestock, LLC

Hough Cattle Feeding, LLC

Schuyler Livestock, Inc.

PHS Farms, LLC

BPH Farms, LLC

EXHIBIT 10.12

REPRESENTATION, WARRANTY AND INDEMNITY AGREEMENT

This REPRESENTATION, WARRANTY AND INDEMNITY AGREEMENT (this “ Agreement ”) is made and entered into as of March 24, 2014, and is effective as of the Closing Date (as defined herein), by and among Farmland Partners Inc., a Maryland corporation (the “ REIT ”), Farmland Partners Operating Partnership, LP, a Delaware limited partnership and a subsidiary of the REIT (the “ Operating Partnership ,” and collectively with the REIT, the “ Acquirer ”), Paul A. Pittman (“ Pittman ”) and Jesse J. Hough (“ Hough ” and, together with Pittman, the “ Indemnifying Parties ”). Capitalized terms used but not elsewhere defined in this Agreement shall have the meaning ascribed to such terms in Section 4.2 hereof .

RECITALS

WHEREAS , the REIT intends to engage in various related transactions (collectively, the “ IPO Transactions ”) pursuant to which, among other things, the REIT will effect an initial public offering (the “ IPO ”) of shares of its common stock, $0.01 par value per share (the “ Common Stock ”), after which the REIT will operate as a self-administered and self-managed real estate investment trust within the meaning of Section 856 of the Code;

WHEREAS , in connection with the IPO Transactions, the REIT intends to engage in certain formation transactions (the “ Formation Transactions ”) pursuant to which, among other things, FP Land LLC, a Delaware limited liability company (“ FP Land ”), will, pursuant to a merger agreement by and among the REIT, the Operating Partnership, Pittman Hough Farms LLC, a Colorado limited liability company controlled by Pittman (“ Pittman Hough Farms ”) and FP Land (the “ Merger Agreemen t”), merge with and into the Operating Partnership (the “ Merger ”) and the limited liability company interests in FP Land (the “ FP Land Interests ”), 100% of which are owned by Pittman Hough Farms will be converted automatically into an aggregate of 1,945,000 units of limited partnership interest in the Operating Partnership (“ OP Units ”);

WHEREAS , FP Land is the direct or indirect owner of the properties described on Exhibit A hereto (each, a “ Property ,” and collectively, the “ Properties ”);

WHEREAS, the Indemnifying Parties, by way of their ownership interests in Pittman Hough Farms, will materially benefit from the consideration to be received by Pittman Hough Farms from the Acquirer pursuant to the Merger Agreement; and

WHEREAS, in order to induce the Acquirer to enter into the Merger Agreement, the Indemnifying Parties have agreed to provide certain representations, warranties and indemnities as set forth herein.

NOW, THEREFORE, for and in consideration of the foregoing and the representations, warranties, covenants and other terms contained in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows:

ARTICLE I

REPRESENTATION AND WARRANTIES

Except as disclosed in the Prospectus or in the schedules referenced in this Article I and attached hereto, the Indemnifying Parties represent and warrant to the Acquirer that, with respect to FP Land, its Subsidiaries and the Properties, as of the Closing Date:

1.1 Organization; Authority . (a) FP Land has been duly organized and is validly existing and in good standing under the Laws of the State of Delaware and has all requisite limited liability company power and authority to carry out the transactions contemplated by the Merger Agreement, and to own, lease and/or operate each Property owned, leased and/or operated by it and to carry on its business as presently conducted. FP Land, to the extent required under applicable Laws, is qualified to do business and is in good standing in each jurisdiction in which the nature of its business or the character of its Properties make such qualification necessary, other than such failures to be so qualified as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Limited Liability Company Agreement of FP Land (the “ LLC Agreement ”), a complete and accurate copy of which has been delivered to the Operating Partnership and its counsel, is in force and effect as of the date hereof, and has not been further modified or amended.

(b) Schedule 1.1(b) sets forth as of the date hereof FP Land’s ownership interest in each Subsidiary. Each Subsidiary of FP Land has been duly organized and is validly existing and is in good standing under the Laws of its jurisdiction of organization, and has all requisite power and authority to own, lease and/or operate its Properties and other assets and to carry on its business as presently conducted. Each Subsidiary of FP Land, to the extent required under applicable Laws, is qualified to do business and is in good standing in each jurisdiction in which the nature of its business or the character of its Properties and other assets make such qualification necessary, other than such failures to be so qualified as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. There are no rights to purchase, subscriptions, warrants, options, conversion rights or preemptive rights relating to the FP Land Interests or any equity interest in FP Land or any Subsidiary, or any other security convertible into or exchangeable for such equity interests.

1.2 Due Authorization . Each agreement, document and instrument included in or contemplated by the Merger Agreement and executed and delivered by or on behalf of FP Land constitutes, or when executed and delivered will constitute, the legal, valid and binding obligation of FP Land, enforceable against FP Land in accordance with its terms, subject to applicable bankruptcy, insolvency, moratorium or other similar Laws relating to creditors’ rights and general principles of equity.

1.3 Consents and Approvals . Except as shall have been obtained or satisfied on or prior to the Closing Date, no consent, waiver, approval, authorization, order, license, permit or registration of, qualification, designation, declaration or filing with, any Person or Governmental Authority or under any applicable Laws is required to be obtained by FP Land or any Subsidiary in connection with the execution, delivery and performance of any of the agreements or documents included in or contemplated by the Merger Agreement and the transactions contemplated hereby and thereby.

1.4 No Violation . None of the execution, delivery or performance of any agreement or document included in or contemplated by the Merger Agreement nor the transactions contemplated hereby and thereby does or will, with or without the giving of notice, lapse of time, or both, violate, conflict with, result in a breach of, or constitute a default under or give to others any right of termination, acceleration, cancellation or other right under, (A) the organizational documents of FP Land or any Subsidiary, (B) any agreement, document or instrument to which FP Land or such Subsidiary or any of

their respective assets or properties (including the Properties) is bound or (C) any term or provision of any judgment, order, writ, injunction, or decree binding on FP Land or any Subsidiary.

1.5 Capitalization . All of the issued and outstanding equity interests of FP Land and its Subsidiaries are duly authorized, validly issued and fully paid and are not subject to preemptive rights or appraisal, dissenters’ or other similar rights under the organizational documents of or any contract to which FP Land or its Subsidiaries is a party or otherwise bound.

1.6 Licenses and Permits . All notices, licenses, permits, certificates and authorizations required for the continued use, occupancy, management, leasing and operation of the Properties have been obtained, are in full force and effect, are in good standing and (to the extent required in connection with the transactions contemplated by the Merger Agreement) are assignable to the Operating Partnership. Neither FP Land nor any Subsidiary nor, to the Knowledge of the Indemnifying Parties, any third party has taken any action that (or failed to take any action the omission of which) would result in the revocation of any such notice, license, permit, certificate or authorization where such revocation or revocations would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, nor has any of them received any written notice of violation from any Governmental Authority or written notice of the intention of any entity to revoke any of such notice, license, permit, certificate or authorization, that in each case has not been cured or otherwise resolved to the satisfaction of such Governmental Authority except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

1.7 Litigation . Except for actions, suits or proceedings fully covered by policies of insurance, there is no action, suit or proceeding pending or, to the Knowledge of the Indemnifying Parties, threatened against FP Land, any Subsidiary or any Property, which, if adversely determined, would, individually or together with all such other actions, reasonably be expected to have a Material Adverse Effect. There is no action, suit or proceeding pending or, to the Knowledge of the Indemnifying Parties, threatened against FP Land or any Subsidiary which challenges or impairs the ability of FP Land to execute or deliver, or perform its obligations under the Merger Agreement or to consummate the transactions contemplated hereby and thereby. There is no judgment, decree, injunction, or order of a Governmental Authority outstanding against FP Land or any Subsidiary or, to the Knowledge of the Indemnifying Parties, any officer, director, managing member, or general partner of any of the foregoing in their capacity as such which would reasonably be expected to have a Material Adverse Effect. Neither FP Land nor any Subsidiary has received any written notice of any pending or threatened proceedings for the rezoning (i.e., as opposed to the current zoning) of any Property or any portion thereof which would substantially and materially impair the current or proposed use thereof.

1.8 Compliance With Laws . FP Land and its Subsidiaries has conducted its business and maintained its respective Property in compliance with all applicable Laws, except for such failures that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Neither FP Land nor its Subsidiaries nor, to the Knowledge of the Indemnifying Parties, any third party has been informed in writing of any continuing violation of any such Laws or that any investigation has been commenced and is continuing or is contemplated respecting any such possible violation, except in each case for violations that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

1.9 Properties .

(a) Except for matters that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (1) neither FP Land nor any Subsidiary, nor any other party to any material agreement affecting any Property (other than a Lease (as such term is hereinafter defined)

relating to such Property, but including any agreement that constitutes a Permitted Lien), is in breach or default of any such agreement, (2) to the Knowledge of the Indemnifying Parties, no event has occurred or has been threatened in writing, which with or without the passage of time or the giving of notice, or both, would, individually or together with all such other events, constitute a default under any such agreement, or would, individually or together with all such other events, reasonably be expected to cause the acceleration of any material obligation of any party thereto or the creation of a Lien upon any asset of FP Land or any Subsidiary, except for Permitted Liens, or otherwise reasonably be expected to have a Material Adverse Effect and (3) all agreements affecting any Property required for the continued use, occupancy, management, leasing and operation of such Property are valid and binding and in full force and effect, subject to applicable bankruptcy, insolvency, moratorium or other similar Laws relating to creditors’ rights and general principles of equity.

(b) To the Knowledge of the Indemnifying Parties, as presently conducted, none of the operation of the Properties is in violation of any applicable zoning ordinance or other “land use” Law.

(c) Each Subsidiary holds the lessor’s interest under the leases, licenses, tenancies, possession agreements and occupancy agreements with tenants of its respective Properties that will be in effect upon completion of the IPO (the “ Leases ”). Except for matters that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (1) neither FP Land not any Subsidiary, nor, to the Knowledge of the Indemnifying Parties, any other party to any Lease, is in breach or default of any such Lease, (2) to the Knowledge of the Indemnifying Parties, no event has occurred or has been threatened in writing, which with or without the passage of time or the giving of notice, or both, would, individually or together with all such other events, constitute a default under any Lease, or would, permit termination, modification or acceleration under such Lease, and (3) to the Knowledge of the Indemnifying Parties, each of the Leases is valid and binding and, upon completion of the IPO, will be in full force and effect, subject to applicable bankruptcy, insolvency, moratorium or other similar Laws relating to creditors’ rights and general principles of equity. To the Knowledge of the Indemnifying Parties, no tenant under any of such Leases is presently the subject of any voluntary or involuntary bankruptcy or insolvency proceedings.

1.10 Existing Loans . Schedule 1.10 lists, as of the date hereof, all secured loans encumbering the Properties or any direct or indirect interest in FP Land or any Subsidiary (the “ Disclosed Loans ”) and the outstanding aggregate balance of the Disclosed Loans as of the date set forth on Schedule 1.10 . To the Knowledge of the Indemnifying Parties, no monetary default (beyond applicable notice and cure periods) by any party exists under any of the Disclosed Loans and the documents entered into in connection therewith (collectively, the “ Disclosed Loan Documents ”) and no non-monetary default (beyond applicable notice and cure periods) by any party exists under any of such Disclosed Loan Documents.

1.11 Insurance . Each Property is covered by the public liability, casualty and other insurance as the Indemnifying Parties reasonably deem necessary and in all cases including such coverage as is required under the terms of any loan or Lease. Each of the insurance policies with respect to each Property is in full force and effect in all material respects and all premiums due and payable thereunder have been fully paid when due. To the Knowledge of the Indemnifying Parties, neither FP Land nor any Subsidiary has received from any insurance company any notices of cancellation or intent to cancel any insurance.

1.12 Environmental Matters . Except for matters that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (A) FP Land and its Subsidiaries are in compliance with all Environmental Laws, (B) neither FP Land, or any Subsidiary has received any written notice from any Governmental Authority or third party alleging that FP Land, any Subsidiary or any Property is not in compliance with applicable Environmental Laws, and (C) there has not been a

release of a hazardous substance on any Property that would require investigation or remediation under applicable Environmental Laws.

1.13 Eminent Domain . There is no existing, or to the Knowledge of the Indemnifying Parties, proposed or threatened condemnation, eminent domain or similar proceeding, or private purchase in lieu of such a proceeding which would affect any Property.

1.14 Taxes .

(a) FP Land and each Subsidiary has timely and properly filed all Tax returns and reports required to be filed by it (after giving effect to any filing extension properly granted by a Governmental Authority having authority to do so), and all such returns and reports are accurate and complete in all material respects, and has paid (or had paid on its behalf) all Taxes required to be paid by it.

(b) No deficiencies for any Taxes have been proposed, asserted, assessed or, to the Knowledge of the Indemnifying Parties, threatened against FP Land or any Subsidiary, and no requests for waivers of the time to assess any such Taxes are pending.

(c) Neither FP Land nor any Subsidiary has requested or received any ruling from the IRS or comparable rulings from other taxing authorities or has entered into any “closing agreement” as described in Section 7121 of the Code or similar arrangement. There are no liens or encumbrances for Taxes on any Property, other than liens or encumbrances for Taxes not yet due and payable, and no action, proceeding or investigation has been instituted against FP Land or any Subsidiary that would give rise to any such liens or encumbrances.

(d) There are no pending or, to the Knowledge of the Indemnifying Parties, threatened audits, assessments or other actions for or relating to any liability in respect of income or material non-income Taxes of FP Land or any Subsidiary, there are no matters under discussion with any Tax authority with respect to income or material non-income Taxes that are likely to result in an additional liability for Taxes with respect to FP Land or any Subsidiary and neither FP Land nor any Subsidiary is, or has ever been, a party to or bound by any Tax indemnity agreement, Tax sharing agreement, Tax allocation agreement or similar contract.

(e) Since its formation, for U.S. federal income tax purposes, FP Land and each Subsidiary has been treated as a disregarded entity and not as a corporation or an association taxable as a corporation. Neither FP Land nor any Subsidiary holds any asset the disposition of which by the Acquirer could be subject to rules similar to Section 1374 of the Code. Neither FP Land nor any Subsidiary has ever owned, nor owns, any securities in an entity treated as a corporation for U.S. federal income tax purposes.

1.15 Non-Foreign Status . Neither Pittman Hough Farms, FP Land nor any Subsidiary is a “foreign person” (as defined in the Code).

1.16 Bankruptcy . No bankruptcy or similar insolvency proceeding has been filed, or is currently contemplated or, to the Knowledge of the Indemnifying Parties, threatened, with respect to FP Land or any Subsidiary.

1.17 Employees . Neither FP Land nor any Subsidiary has or has ever had any employees. Neither FP Land nor any Subsidiary is delinquent in payments to any of its employees, consultants or independent contractors for any wages, salaries, commissions, bonuses, or other direct compensation for

any service performed or amounts required to be reimbursed to such employees, consultants or independent contractors. FP Land and each Subsidiary has, to the extent applicable:

(a) complied in all material respects with all applicable laws related to employment;

(b) withheld and paid to the appropriate governmental entity or is holding for payment not yet due to such governmental entity all amounts required to be withheld from employees; and

(c) no policy, practice, plan or program of paying severance or pay or any form of severance compensation in connection with the termination of employment service and no agreement pursuant to which it would be required to pay severance to any director, officer, employee or consultant.

1.18 Contracts and Commitments . Except as set forth in the organizational documents of FP Land and each Subsidiary, as contemplated by the Merger Agreement, neither FP Land nor any Subsidiary is a party to any agreements for the sale of its assets, for the grant to any Person of any preferential right to purchase any such assets or the acquisition of any operating business, assets or capital stock of any other corporation, entity or business, other than in the ordinary course of business.

ARTICLE II

NATURE OF REPRESENTATIONS AND WARRANTIES

2.1 Survival of Representations and Warranties . All representations and warranties contained in this Agreement shall survive after the effective time of the Merger Agreement until the first anniversary of the Closing Date (the “ Expiration Date ”). If written notice of a claim in accordance with Section 3.2 has been given prior to the Expiration Date, then the relevant representation or warranty shall survive, but only with respect to such specific claim, until such claim has been finally resolved. Any claim for indemnification not so asserted in writing by the Expiration Date may not thereafter be asserted and shall forever be waived. Notwithstanding the foregoing, claims for indemnification resulting from breaches of the representations in Section 1.14 may be asserted until the expiration of the applicable statute of limitations.

ARTICLE III

INDEMNIFICATION

3.1 Indemnification of Acquirer . The Acquirer and its Affiliates and each of its directors, officers, employees, agents and representatives (each of which is an “ Indemnified Party ” and collectively, the “ Indemnified Parties ”), shall be indemnified and held harmless by the Indemnifying Parties, under the terms and conditions of this Agreement, from and against any and all Losses arising out of or relating to, asserted against, imposed upon or incurred by the Indemnified Parties in connection with or as a result of any breach of a representation or warranty contained in Article I of this Agreement (subject to the survival limitations set forth in Section 2.1 hereof) (collectively, the “ Indemnified Losses ”); provided, the Indemnified Parties shall only be entitled to indemnification for breaches of representations and warranties made pursuant to Article I of this Agreement to the extent that the Indemnified Losses with respect to such breaches exceed, in the aggregate, One Million Dollars ($1,000,000.00) (the “ Deductible ”). The Indemnifying Parties shall only be liable for Indemnified Losses (after giving effect to and only for amounts in excess of the Deductible) up to the Maximum Indemnity Amount.

3.2 Claims .

(a) At the time when the Acquirer learns of any potential claim for Indemnified Losses under this Agreement (a “ Claim ”), it will promptly give written notice (a “ Claim Notice ”) to the Indemnifying Parties; provided that the failure to so notify the Indemnifying Parties shall not prevent recovery under this Agreement, except to the extent that the Indemnifying Parties shall have been materially prejudiced by such failure. Each Claim Notice shall describe in reasonable detail the facts known to the Indemnified Party giving rise to such Claim. The Indemnified Party shall deliver to the Indemnifying Parties, promptly after the Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by such Indemnified Party relating to a Third-Party Claim (as defined below); provided that failure to do so shall not prevent recovery under this Agreement, except to the extent that the Indemnifying Parties shall have been materially prejudiced by such failure. Any Indemnified Party may at its option demand indemnity under this Article III as soon as a Claim has been threatened by a third party, regardless of whether an actual Loss has been suffered, so long as the Indemnified Party shall in good faith determine that such claim is not frivolous and that the Indemnified Party may be liable for, or otherwise incur, a Loss as a result thereof.

(b) The Indemnifying Parties shall be entitled, at their own expense, to elect to assume and control the defense of any Claim based on claims asserted by third parties (“ Third-Party Claims ”), through counsel chosen by the Indemnifying Parties and reasonably acceptable to the Indemnified Parties, if the Indemnifying Parties give written notice of their intention to do so to the Acquirer within twenty (20) days of the receipt of the applicable Claim Notice; provided, however, that the Indemnified Parties may at all times participate in such defense at their own expense. Without limiting the foregoing, in the event that the Indemnifying Parties exercise the right to undertake any such defense against a Third-Party Claim, the Indemnified Party shall cooperate with the Indemnifying Parties in such defense and make available to the Indemnifying Parties, at the Indemnifying Parties’ expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under such Indemnified Party’s control relating thereto as is reasonably required by the Indemnifying Parties. No compromise or settlement of such Third-Party Claim may be effected by either the Indemnified Party, on the one hand, or the Indemnifying Parties, on the other hand, without the other party’s consent (which shall not be unreasonably withheld or delayed) unless (i) there is no finding or admission of any violation of Law and no effect on any other claims that may be made against such other party, (ii) each Indemnified Party that is party to such claim is released from all liability with respect to such claim, and (iii) there is no equitable order, judgment or term that in any manner affects, restrains or interferes with the business of the Indemnified Party that is party to such claim or any of its Affiliates. Notwithstanding the foregoing, if the compromise or settlement of such Third-Party Claim could reasonably be expected to adversely affect the status of the REIT as a real investment trust within the meaning of Section 856 of the Code, then the REIT shall make such decision to compromise or settle the Third-Party Claim without the need to obtain the Indemnifying Parties’ consent.

3.3 Delivery of Indemnity Amounts . Upon resolution of any disputed Claim or portion of a Claim as evidenced by (x) a written agreement between the Acquirer and the Indemnifying Parties or (y) a final award of an arbitral tribunal in accordance with this Agreement, the Indemnifying Parties shall deliver the amount of the indemnification to the Indemnified Party. Indemnity payments may be made by the Indemnifying Parties in the form of cash or OP Units. To the extent indemnification is made through delivery by the Indemnifying Parties of OP Units, such OP Units shall be valued at an amount per OP Unit equal to the IPO Price. The Indemnifying Parties hereby authorize the REIT, as the sole parent of the general partner of the Operating Partnership, to take all such action as may be necessary to amend the partnership agreement of the Operating Partnership, and any exhibits or schedules thereto, to reflect the delivery of any OP Units by the Indemnifying Parties as an indemnification payment hereunder and to reflect that the Indemnifying Parties have no further right, title or interest with respect to any such OP Units. For purposes of this provision, if, at the time that any indemnification is due hereunder, OP Units are held by Pittman Hough Farms rather than the Indemnifying Parties, the Indemnifying Parties shall

take such actions as may be necessary to effect the delivery of the OP Units by Pittman Hough Farms to the Indemnified Party or to cause Pittman Hough Farms to effect a distribution-in-kind of OP Units to the Indemnifying Parties of a number of OP Units sufficient to satisfy the Indemnifying Parties’ obligations hereunder.

3.4 Exclusive Remedy . The sole and exclusive remedy for Indemnified Parties with respect to any and all claims relating to a breach of this Agreement (other than breaches arising out of or in connection with fraud) shall be indemnification in accordance with the terms of this Agreement. The Indemnifying Parties shall not be liable or obligated to make payments under this Agreement in excess of the Maximum Indemnity Amount (as defined herein).

3.5 Characterization of Payments . Any indemnity payments shall constitute an adjustment of the consideration received by Pittman Hough Farms pursuant to the Merger Agreement for Tax purposes and shall be treated as such by all parties on their tax returns to the extent permitted by Law.

ARTICLE IV

GENERAL PROVISIONS

4.1 Notices . All notices and other communications under this Agreement shall be in writing and shall be deemed given when (i) delivered personally, (ii) five (5) Business Days after being mailed by certified mail, return receipt requested and postage prepaid, (iii) one (1) Business Day after being sent by a nationally recognized overnight courier or (iv) transmitted by facsimile if confirmed within twenty four (24) hours thereafter by a signed original sent in the manner provided in clause (i), (ii) or (iii) to the parties at the following addresses (or at such other address for a party as shall be specified by notice from such party): If to the REIT or the Operating Partnership, to: Farmland Partners Operating Partnership, LP, 8670 Wolff Court, Suite 240, Westminster, Colorado 80031, Attention: President; if to the Indemnifying Parties, to: Paul A. Pittman, 8670 Wolff Court, Suite 240, Westminster, Colorado 80031.

4.2 Definitions . For purposes of this Agreement, the following terms shall have the following meanings:

(a) “ Affiliate ” means, with respect to any Person, a Person that, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with the specified Person. For the purposes of this definition, “control” (including, with correlative meanings, the terms “controlled by” and “under common control with”) as used with respect to any Person, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise.

(b) “ Business Day ” means any day that is not a Saturday, Sunday or legal holiday in the Commonwealth of Virginia.

(d) “ Code ” means the Internal Revenue Code of 1986, as amended, together with the rules and regulations promulgated or issued thereunder.

(e) “ Environmental Laws ” means all federal, state and local Laws governing pollution or the protection of human health or the environment.

(f) “ Formation Transactions ” means the Merger and the other transactions contemplated by the Merger Agreement.

(g) “ GAAP ” means generally accepted accounting principles, as in effect in the United States of America as of the date of determination.

(h) “ Governmental Authority ” means any government or agency, bureau, board, commission, court, department, official, political subdivision, tribunal or other instrumentality of any government, whether federal, state or local, domestic or foreign.

(i) “ IPO Price ” means the initial public offering price per share of Common Stock, as set forth in the final prospectus relating to the IPO filed by the REIT with the Securities and Exchange Commission.

(j) “ Knowledge ” means actual current knowledge.

(k) “ Laws ” means laws, statutes, rules, regulations, codes, orders, ordinances, judgments, injunctions, decrees and policies of any Governmental Authority, including, without limitation, zoning, land use or other similar rules or ordinances.

(l) “ Liens ” means all pledges, claims, liens, charges, restrictions, controls, easements, rights of way, exceptions, reservations, leases, licenses, grants, covenants and conditions, encumbrances and security interests of any kind or nature whatsoever.

(m) “ Losses ” means charges, complaints, claims, actions, causes of action, losses, damages, Taxes, liabilities and expenses of any nature whatsoever, including without limitation, amounts paid in settlement, reasonable attorneys’ fees, costs of investigation, costs of investigative judicial or administrative proceedings or appeals therefrom and costs of attachment or similar bonds, as well as all collection costs and enforcement expenses incurred in retaking, holding, preparing for sale, selling or otherwise disposing of or realizing on collateral or otherwise exercising or enforcing any rights or remedies under pledge and security or other collateral documents, but does not include any diminution in value of the Acquirer.

(n) “ Material Adverse Effect ” means with respect to FP Land, any Subsidiary or any Property, any material adverse change in any of the assets, business, condition (financial or otherwise), results of operation or prospects of FP Land, any Subsidiary or any Property.

(o) “ Maximum Indemnity Amount ” means Five Million Dollars ($5,000,000.00).

(p) “ Permitted Liens ” means (i) Liens, or deposits made to secure the release of such Liens, securing Taxes, the payment of which is not delinquent or the payment of which (including, without limitation, the amount or validity thereof) is being contested in good faith by appropriate proceedings for which adequate reserves have been made in accordance with GAAP; (ii) zoning, entitlement, building and other land use Laws imposed by governmental agencies having jurisdiction over the Properties; (iii) covenants, conditions, restrictions, easements for public utilities, encroachments, rights of access or other non-monetary matters that do not materially impair the use of the Properties for the purposes for which they are currently being used or proposed to be used in connection with the relevant Person’s business; (iv) Liens securing Disclosed Loans; (v) Liens arising under leases disclosed in full to the Acquirer and in effect as of the Closing Date; (vi) any exceptions contained in the title policies relating to the Properties as of the Closing Date, copies of which title policies were provided to the Acquirer and their counsel, none of which substantially and materially impair the use of the Properties

for the purposes for which they are currently being used; and (vii) mechanics’, carriers’, workers’, repairers’ and similar Liens arising or incurred in the ordinary course of business that are not yet due and payable and which are not, in the aggregate, material to the business, operations and financial condition of the Properties so encumbered.

(q) “ Person ” means an individual, corporation, partnership, limited liability company, joint venture, association, trust, unincorporated organization or other entity.

(r) “ Properties ” shall have the meaning given in the Recitals.

(s) “ Subsidiary ” means any corporation, partnership, limited liability company, joint venture, trust or other legal entity in which FP Land owns (either directly or through or together with another Subsidiary) either (i) a general partner, managing member or other similar interest, or (ii) outstanding capital stock or other equity interests of such corporation, partnership, limited liability company, joint venture or other legal entity. As used herein, “ Subsidiary ” or “ Subsidiaries ” refers to the Subsidiaries of FP Land, as set forth on Schedule 1.1(b) , unless the context otherwise requires.

(t) “ Tax ” means all federal, state, local and foreign income, withholding, gross receipts, license, property, sales, franchise, employment, payroll, goods and services, stamp, environmental, customs duties, capital stock, social security, transfer, alternative minimum, excise and other taxes, tariffs or governmental charges of any nature whatsoever, including estimated taxes, together with penalties, interest or additions to Tax with respect thereto, whether or not disputed.

4.3 Counterparts . This Agreement may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute one and the same instrument. Each counterpart may consist of a number of copies hereof, each signed by less than all, but together signed by all of the parties hereto. Each party may rely on a facsimile or electronic pdf email signature of the other party as if it were an original signature.

4.4 Entire Agreement; Third-Party Beneficiaries . This Agreement, including, without limitation, the exhibits hereto and thereto, constitute the entire agreement and supersede each prior agreement and understanding, whether written or oral, among the parties regarding the subject matter of this Agreement. This Agreement is not intended to confer any rights or remedies on any Person other than the parties hereto.

4.5 Governing Law . This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to the conflicts of law rules thereof.

4.6 Assignment . This Agreement shall be binding upon, and shall be enforceable by and inure to the benefit of, the parties hereto and their respective heirs, legal representatives, successors and assigns; provided, however, that this Agreement may not be assigned (except by operation of law) by any party without the prior written consent of the other parties, and any attempted assignment without such consent shall be null and void and of no force and effect, except that the Acquirer may assign its rights and obligations hereunder to an Affiliate.

4.7 Jurisdiction . The parties hereto hereby:

(a) submit to the exclusive jurisdiction of any state or federal court sitting in the City of Baltimore, Maryland, with respect to any dispute arising out of this Agreement or any transaction contemplated hereby to the extent such courts would have subject matter jurisdiction with respect to such dispute, and

(b) irrevocably waive, and agree not to assert by way of motion, defense, or otherwise, in any such action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the action is brought in an inconvenient forum, or that the venue of the action is improper.

4.8 Dispute Resolution . The parties intend that this Section 4.8 will be valid, binding, enforceable, exclusive and irrevocable and that it shall survive any termination of this Agreement.

(a) Upon any dispute, controversy or claim arising out of or relating to this Agreement or the enforcement, breach, termination or validity thereof (“ Dispute ”), the party raising the Dispute will give written notice to the other parties to the Dispute describing the nature of the Dispute following which the parties to such Dispute shall attempt for a period of ten (10) Business Days from receipt by the parties of notice of such Dispute to resolve such Dispute by negotiation between representatives of the parties hereto who have authority to settle such Dispute. All such negotiations shall be confidential and any statements or offers made therein shall be treated as compromise and settlement negotiations for purposes of any applicable rules of evidence and shall not be admissible as evidence in any subsequent proceeding for any purpose. The statute of limitations applicable to the commencement of a lawsuit shall apply to the commencement of an arbitration hereunder, except that no defense based on the running of the statute of limitations will be available based upon the passage of time during any such negotiation. Regardless of the foregoing, a party shall have the right to seek immediate injunctive relief pursuant to clause (c) below without regard to any such ten (10) Business Day negotiation period.

(b) Any Dispute (including the determination of the scope or applicability of this Agreement to arbitrate) that is not resolved pursuant to clause (a) above shall be submitted to final and binding arbitration in Denver, Colorado before one neutral and impartial arbitrator, in accordance with the laws of the State of Colorado for agreements made in and to be performed in Colorado. The arbitration shall be administered by JAMS, Inc. (“ JAMS ”) pursuant to its Comprehensive Arbitration Rules and Procedures, as in effect on the date hereof. The parties hereto shall appoint one arbitrator within fifteen (15) days of a demand for arbitration. If an arbitrator is not appointed within such 15-day period, the arbitrator shall be appointed by JAMS in accordance with its Comprehensive Arbitration Rules and Procedures, as in effect on the date hereof. The arbitrator shall designate the place and time of the hearing. The hearing shall be scheduled to begin as soon as practicable and no later than sixty (60) days after the appointment of the arbitrator (unless such period is extended by the arbitrator for good cause shown) and shall be conducted as expeditiously as possible. The award, which shall set forth the arbitrator’s findings of fact and conclusions of law, shall be filed with JAMS and mailed to the parties no later than thirty (30) days after the close of the arbitration hearing. The arbitration award shall be final and binding on the parties and not subject to collateral attack. Judgment upon the arbitration award may be entered in any federal or state court having jurisdiction thereof.

(c) Notwithstanding the parties’ agreement to submit all Disputes to final and binding arbitration before JAMS, the parties shall have the right to seek and obtain temporary or preliminary injunctive relief in any court having jurisdiction thereof. Such courts shall have authority to, among other things, grant temporary or provisional injunctive relief in order to protect any party’s rights under this Agreement. Without prejudice to such provisional remedies as may be available under the jurisdiction of a court, the arbitral tribunal shall have full authority to grant provisional remedies and to direct the parties to request that any court modify or vacate any temporary or preliminary relief issued by such court, and to award damages for the failure of any party to respect the arbitral tribunal’s orders to that effect.

(d) The prevailing party shall be entitled to recover its costs and reasonable attorneys’ fees, and the non-prevailing party shall pay all expenses and fees of JAMS, all costs of the

stenographic record, all expenses of witnesses or proofs that may have been produced at the direction of the arbitrator, and the fees, costs and expenses of the arbitrator. The arbitrator shall allocate such costs and designate the prevailing party or parties for these purposes.

4.9 Severability . Any term or provision of this Agreement which is invalid or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective to the extent of such invalidity or unenforceability without rendering invalid or unenforceable the remaining terms and provisions of this Agreement or affecting the validity or enforceability of any of the terms or provisions of this Agreement in any other jurisdiction. If any provision of this Agreement is so broad as to be unenforceable, the provision shall be interpreted to be only so broad as is enforceable.

4.10 Rules of Construction .

(a) The parties hereto agree that they have been represented by counsel during the negotiation, preparation and execution of this Agreement and, therefore, waive the application of any law, regulation, holding or rule of construction providing that ambiguities in an agreement or other document will be construed against the party drafting such agreement or document.

(b) The words “hereof,” “herein” and “herewith” and words of similar import shall, unless otherwise stated, be construed to refer to this Agreement as a whole and not to any particular provision of this Agreement, and article, section, paragraph, exhibit and schedule references are to the articles, sections, paragraphs, exhibits and schedules of this Agreement unless otherwise specified. Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” All terms defined in this Agreement shall have the defined meanings contained herein when used in any certificate or other document made or delivered pursuant hereto unless otherwise defined therein. The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms and to the masculine as well as to the feminine and neuter genders of such terms, unless otherwise defined herein. Any agreement, instrument or statute defined or referred to herein or in any agreement or instrument that is referred to herein means such agreement, instrument or statute as from time to time, amended, qualified or supplemented, including (in the case of agreements and instruments) by waiver or consent and (in the case of statutes) by succession of comparable successor statutes and all attachments thereto and instruments incorporated therein. References to a Person are also to its permitted successors and assigns.

4.11 Equitable Remedies . The parties agree that irreparable damage would occur to the Acquirer in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the Acquirer shall be entitled to an injunction or injunctions to prevent breaches of this Agreement by the Indemnifying Parties and to enforce specifically the terms and provisions hereof in any federal or state court located in Baltimore, Maryland, this being in addition to any other remedy to which the Acquirer is entitled under this Agreement or otherwise at law or in equity.

4.12 Time of the Essence . Time is of the essence with respect to all obligations under this Agreement.

4.13 Headings . Headings of the Articles and Sections of this Agreement are for the convenience of the parties only, and shall be given no substantive or interpretive effect whatsoever.

[Signature Page Follows]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be signed by their respective duly authorized officers, all as of the date first written above.

ACQUIRER :

FARMLAND PARTNERS INC., a Maryland
corporation


By:	/s/ Paul A. Pittman
	Name:		Paul A. Pittman
	Title:		Executive Chairman, President and Chief Executive Officer


FARMLAND PARTNERS OPERATING
PARTNERSHIP, LP, a Delaware limited partnership


By:	Farmland Partners OP GP, LLC, its general partner

	By: Farmland Partners Inc., its sole member

	By:	/s/ Paul A. Pittman
	Name:		Paul A. Pittman
	Title:		Executive Chairman, President and Chief Executive Officer


INDEMNIFYING PARTIES :


By:	/s/ Paul A. Pittman
	Name: Paul A. Pittman


By:	/s/ Jesse J. Hough
	Name: Jesse J. Hough

[Signature Page to Representation, Warranty and Indemnity Agreement]

Exhibit A

Property		County, State
Pella Bins and Tracks		McDonough, IL
Pella Bins and Tracks Grain Storage Facility		McDonough, IL
Kaufman		McDonough, IL
Cleer		Fulton, IL
Cleer Grain Storage Facility		Fulton, IL
Big Pivot		Mason, IL
Curless		Fulton, IL
Pumphouse West		Schuyler, IL
Scripps		Schuyler, IL
Stelter		Mason, IL
Henninger		Schuyler, IL
John’s Shop		McDonough, IL
Tazewell		Tazewell, IL
Bardolph		McDonough, IL
Symond		Mason, IL
Pella Kelso		McDonough, IL
Duncantown		Fulton, IL
Dilworth		McDonough, IL
Weber		Schuyler, IL
Copes		Schuyler, IL
Smith		McDonough, IL
Busch		Mason, IL
Pumphouse East		Schuyler, IL
Adair FS		McDonough, IL
Ambrose		Mason, IL
Crabtree		Mason, IL
Heap		McDonough, IL
Table Grove		Fulton, IL
McFadden MD		McDonough, IL
Parr		Fulton, IL
Skien		Fulton, IL
Estep		Mason, IL
McFadden SC		Schuyler, IL
Matulka		Butler, NE
Matulka Grain Storage Facility		Butler, NE
Stanbra/Zeller		Butler, NE
Zeagers		Butler, NE
Kelly		Butler, NE

Schedule 1.1(b)

Subsidiaries

Subsidiary	FP Land Ownership Interest

PH Farms LLC	100	%

Cottonwood Valley Land, LLC	100	%

Schedule 1.10

Existing Loans

Loan	Principal Outstanding as of December 31, 2013		Interest Rate		Maturity Date
Multi-Property Loan	$	34,500,000	2.80	%	March 2016
John’s Shop	1,742,500		3.15		April 2043
Matulka and Stanbra/Zeller	1,137,388		3.25		October 2032
Zeagers	1,796,000		3.25		June 2016
Tazewell	920,441		5.25		July 2030
Merrill	787,285		4.90		December 2041
Smith	688,000		4.00		April 2018
Heap	528,748		4.95		September 2031
Trone	469,732		3.15		November 2032
Kelly	255,143		3.99		December 2027
Secured Loan(1)	240,000		3.99		December 2021
Total	$	43,065,237

(1) Loan to be repaid prior to closing.

EXHIBIT 10.13

AGREEMENT AND PLAN OF MERGER

by and among

FARMLAND PARTNERS INC.,

FARMLAND PARTNERS OPERATING PARTNERSHIP, LP,

PITTMAN HOUGH FARMS LLC

and

FP LAND LLC

Dated as of March 24, 2014

TABLE OF CONTENTS

			Page

ARTICLE I	THE MERGER		2

Section 1.1		THE MERGER	2
Section 1.2		EFFECTIVE TIME	2
Section 1.3		EFFECT OF THE MERGER	2
Section 1.4		ORGANIZATIONAL DOCUMENTS	2
Section 1.5		CONVERSION OF FP LAND INTERESTS	3
Section 1.6		CANCELLATION AND RETIREMENT OF FP LAND INTERESTS	3
Section 1.7		FRACTIONAL INTERESTS	3
Section 1.8		FURTHER ACTION	4
Section 1.9		TAX TREATMENT	4

ARTICLE II	CLOSING		4

Section 2.1		CONDITIONS PRECEDENT	4
Section 2.2		TIME AND PLACE	6
Section 2.3		DELIVERY OF MERGER CONSIDERATION	6
Section 2.4		CLOSING DELIVERIES	7
Section 2.5		CLOSING COSTS	7
Section 2.6		TERM OF THE AGREEMENT	7
Section 2.7		EFFECT OF TERMINATION	7
Section 2.8		TAX WITHHOLDING	7

ARTICLE III	REPRESENTATIONS AND WARRANTIES OF THE OPERATING PARTNERSHIP		8

Section 3.1		ORGANIZATION; AUTHORITY	8
Section 3.2		DUE AUTHORIZATION	8
Section 3.3		CONSENTS AND APPROVALS	8
Section 3.4		NO VIOLATION	9
Section 3.5		VALIDITY OF OP UNITS	9
Section 3.6		OPERATING PARTNERSHIP AGREEMENT	9
Section 3.7		LIMITED ACTIVITIES	9
Section 3.8		NO OTHER REPRESENTATIONS OR WARRANTIES	9

ARTICLE IV	REPRESENTATIONS AND WARRANTIES OF FP LAND		9

Section 4.1		ORGANIZATION; AUTHORITY	10
Section 4.2		DUE AUTHORIZATION	10
Section 4.3		CAPITALIZATION	10
Section 4.4		CONSENTS AND APPROVALS	11
Section 4.5		NO VIOLATION	11
Section 4.6		LICENSES AND PERMITS	11
Section 4.7		COMPLIANCE WITH LAWS	11
Section 4.8		INSURANCE	12
Section 4.9		ENVIRONMENTAL MATTERS	12
Section 4.10		EMINENT DOMAIN	12
Section 4.11		EXISTING LOANS	12
Section 4.12		TAXES	13
Section 4.13		LITIGATION	13

TABLE OF CONTENTS

(continued)

			Page

Section 4.14		INSOLVENCY	13
Section 4.15		SECURITIES LAWS MATTERS	13
Section 4.16		NO BROKER	14
Section 4.17		OWNERSHIP OF CERTAIN ASSETS	14
Section 4.18		NO OTHER REPRESENTATIONS OR WARRANTIES	14
Section 4.19		SURVIVAL OF REPRESENTATIONS AND WARRANTIES	14

ARTICLE V	COVENANTS AND OTHER AGREEMENTS		14

Section 5.1		PRE-CLOSING COVENANTS	14
Section 5.2		COMMERCIALLY REASONABLE EFFORTS BY THE OPERATING PARTNERSHIP AND FP LAND	15
Section 5.3		TAX MATTERS	15
Section 5.4		FACILITATION OF THE MERGER	17
Section 5.5		EXCLUDED ASSETS	17
Section 5.6		ALTERNATE TRANSACTION	17

ARTICLE VI	GENERAL PROVISIONS		17

Section 6.1		NOTICES	17
Section 6.2		DEFINITIONS	18
Section 6.3		COUNTERPARTS	21
Section 6.4		ENTIRE AGREEMENT; THIRD-PARTY BENEFICIARIES	21
Section 6.5		GOVERNING LAW	21
Section 6.6		ASSIGNMENT	21
Section 6.7		SEVERABILITY	23
Section 6.8		RULES OF CONSTRUCTION	23
Section 6.9		TIME OF THE ESSENCE	23
Section 6.10		DESCRIPTIVE HEADINGS	23
Section 6.11		NO PERSONAL LIABILITY CONFERRED	23
Section 6.12		AMENDMENTS	24

Schedule 4.1(b)	List of Subsidiaries / List of Properties
Schedule 4.3	Capitalization
Schedule 4.11	Existing Loans

Exhibit A	Operating Partnership Agreement
Exhibit B	Form of Lock-Up Agreement
Exhibit C	Form of Tax Protection Agreement
Exhibit D	Form of Right of First Offer Agreement with Pittman Hough Farms
Exhibit E	Form of Right of First Offer Agreement with Paul A. Pittman
Exhibit F	Form of Registration Rights Agreement
Exhibit G	Form of Certificate of Merger

iii

AGREEMENT AND PLAN OF MERGER

THIS AGREEMENT AND PLAN OF MERGER is made and entered into as of March 24, 2014 (this “ Agreement ”), by and among Farmland Partners Inc., a Maryland corporation (the “ REIT ”), Farmland Partners Operating Partnership, LP, a Delaware limited partnership and a subsidiary of the REIT (the “ Operating Partnership ”), FP Land LLC, a Delaware limited liability company (“ FP Land ”) and Pittman Hough Farms LLC, a Colorado limited liability company and the sole and managing member of FP Land (“ Pittman Hough Farms ”). Certain capitalized terms used in this Agreement are defined in Section 6.2 of this Agreement.

RECITALS

WHEREAS, the REIT intends to engage in various related transactions (collectively, the “ IPO Transactions ”) pursuant to which, among other things, the REIT will effect an initial public offering (the “ IPO ”) of shares of its common stock, $0.01 par value per share (the “ Common Stock ”), after which the REIT will operate as a self-administered and self-managed real estate investment trust within the meaning of Section 856 of the Code;

WHEREAS, in connection with the IPO Transactions, the REIT intends to engage in certain formation transactions (the “ Formation Transactions ”) pursuant to which, among other things, FP Land will merge with and into the Operating Partnership (the “ Merger ”) and the limited liability company interests in FP Land (the “ FP Land Interests ”), 100% of which are owned by Pittman Hough Farms, will be converted automatically into an aggregate of 1,945,000 units of limited partnership interest in the Operating Partnership designated as Class A Units (“ OP Units ”);

WHEREAS, concurrently with the execution of this Agreement, Paul A. Pittman and Jesse J. Hough have entered into a representation, warranty and indemnity agreement ( the “ Representation, Warranty and Indemnity Agreement ”), pursuant to which they have made certain representations and warranties regarding the Properties owned directly or indirectly by FP Land, which are being acquired pursuant to this Agreement, and agreed to indemnify the REIT and the Operating Partnership for certain breaches of such representations and warranties for one year after the completion of the Formation Transactions; and

WHEREAS, in connection with the Merger, Pittman Hough Farms will enter into a tax protection agreement (the “ Tax Protection Agreement ”) with the REIT and the Operating Partnership, pursuant to which the REIT will agree to indemnify Pittman Hough Farms and its members against certain adverse tax consequences, which may affect the way in which the REIT conducts its business, including with respect to when and under what circumstances the REIT will sell properties in its initial portfolio or interests therein or repay debt during the restriction period set forth in the Tax Protection Agreement.

NOW, THEREFORE, in consideration of the foregoing and the representations, warranties, covenants and other terms contained in this Agreement, the parties hereto, intending to be legally bound hereby, agree as follows:

ARTICLE 1

THE MERGER

Section 1.1. THE MERGER . At the Effective Time (as defined below), and subject to the terms and conditions contained in this Agreement and in accordance with applicable Laws, FP Land shall be merged with and into the Operating Partnership whereby the separate existence of FP Land shall cease, the Operating Partnership shall continue its existence under Delaware law as the surviving entity (hereinafter sometimes referred to as the “ Surviving Entity ”) and the Operating Partnership’s name shall remain the same as it was immediately before the Effective Time.

Section 1.2. EFFECTIVE TIME . Subject to and upon the terms and conditions of this Agreement, concurrently with or as soon as practicable after (i) the execution by the REIT and the Operating Partnership of the Underwriting Agreement and (ii) the satisfaction or waiver of the conditions set forth in Article II hereof, the Operating Partnership and FP Land shall file articles of merger or similar documents with respect to the Merger substantially in the form attached hereto as Exhibit G (the “ Certificate of Merger ”) as may be required by applicable Laws, with the Secretary of State of the State of Delaware providing that the Merger shall become effective upon filing or at such later date and time set forth in the Certificate of Merger with respect to such Merger that is not more than 30 days after the Certificate of Merger is accepted for record by the Secretary of State of Delaware (the “ Effective Time ”), together with any certificates and other filings or recordings related thereto, in such forms as are required by, and executed in accordance with the relevant provisions of applicable Laws.

Section 1.3. EFFECT OF THE MERGER . At the Effective Time, the effect of the Merger shall be as provided in this Agreement, the Certificate of Merger and applicable Laws.

Section 1.4. ORGANIZATIONAL DOCUMENTS; GENERAL PARTNER . At the Effective Time: (i) the certificate of limited partnership of the Operating Partnership, as in effect immediately prior to the Effective Time, shall be the certificate of limited partnership of the Surviving Entity until thereafter amended as provided therein or in accordance with the Delaware Revised Uniform Limited Partnership Act (the “ DRULPA ”); (ii) the Amended and Restated Agreement of Limited Partnership of the Operating Partnership, as in effect immediately prior to the Effective Time (the “ Operating Partnership Agreement ”), shall be the agreement of limited partnership of the Surviving Entity until thereafter amended as provided therein or in accordance with the DRULPA; and (iii) the general partner of the Operating Partnership immediately prior to the Effective Time shall continue as the General Partner following the Effective Time until removed or replaced in accordance with the terms of the Operating Partnership Agreement.

Section 1.5. CONVERSION OF FP LAND INTERESTS .

(a) Under and subject to the terms and conditions of this Agreement, Pittman Hough Farms is irrevocably bound to accept and entitled to receive, as a result of and upon consummation of the Merger, OP Units as set forth in this Section 1.5.

(b) At the Effective Time, by virtue of the Merger and without any action on the part of the parties hereto, except as set forth in this Agreement, all FP Land Interests shall be cancelled and retired and cease to exist and shall be converted automatically into an aggregate of 1,945,000 OP Units (the “ Merger Consideration ”) and Pittman Hough Farms shall, upon receipt of such OP Units and the delivery of a counterpart signature page to the Operating Partnership Agreement and such other documents and instruments as may be required in the sole discretion of the Operating Partnership to effect Pittman Hough Farm’s admission as a limited partner of the Operating Partnership, be admitted as a

limited partner of the Operating Partnership in accordance with the DRULPA and the Operating Partnership Agreement.

Section 1.6. CANCELLATION AND RETIREMENT OF FP LAND INTERESTS . From and after the Effective Time, all FP Land Interests converted into the Merger Consideration pursuant to Section 1.5(b) shall no longer be outstanding and shall automatically be cancelled and retired and shall cease to exist, and Pittman Hough Farms shall thereafter cease to have any rights as a member of FP Land except the right to receive the Merger Consideration.

Section 1.7. FRACTIONAL INTERESTS . No fractional OP Units, or cash in lieu of fractional OP Units, shall be issued in the Merger or the other Formation Transactions.

Section 1.8. FURTHER ACTION . If, at any time after the Effective Time, the Surviving Entity shall determine or be advised that any deeds, bills of sale, assignments (including any intellectual property assignments), assurances or any other actions or things are necessary or desirable to vest, perfect or confirm of record or otherwise in the Surviving Entity the right, title or interest in, to or under any of the rights, properties or assets of FP Land acquired or to be acquired by the Surviving Entity as a result of, or in connection with, the Merger or otherwise to carry out this Agreement, the Surviving Entity shall be authorized to execute and deliver, in the name and on behalf of FP Land all such deeds, bills of sale, assignments (including any intellectual property assignments) and assurances and to take and do, in the name and on behalf of FP Land or any FP Land Interests all such other actions and things as may be necessary or desirable to vest, perfect or confirm any and all right, title and interest in, to and under such rights, properties or assets in the Surviving Entity or otherwise to carry out this Agreement.

Section 1.9. TAX TREATMENT . The parties intend and agree that the Merger for U.S. federal income tax purposes shall constitute a transfer of assets by Pittman Hough Farms to the Operating Partnership in exchange for OP Units under Section 721 of the Code and shall not establish or maintain a position on their respective U.S. federal income tax returns or otherwise that is inconsistent therewith.

ARTICLE 2

CLOSING

Section 2.1. CONDITIONS PRECEDENT .

(a) Condition to Each Party’s Obligations . The respective obligation of each party to effect the Merger and to consummate the other transactions contemplated hereby to occur on the Closing Date (as defined below) is subject to the satisfaction or written waiver (except as provided below) on or prior to the Effective Time of the following conditions:

(i) Registration Statement . The registration statement on Form S-11filed by the REIT with the Securities and Exchange Commission (“ SEC ”) relating to the IPO must have been declared effective under the Securities Act and not be the subject of any stop order, other suspension of effectiveness or proceedings by the SEC seeking a stop order. This condition may not be waived by any party.

(ii) No Injunction . No Governmental Authority of competent jurisdiction with respect to this Agreement, the IPO Transactions or the Formation Transactions, as the case may be, shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, executive order, decree, judgment, injunction, stay or other order (whether temporary, preliminary or permanent), in any case which is in effect and which prevents or prohibits

consummation of any of the transactions contemplated in this Agreement nor shall any of the same brought by a Governmental Authority of such competent jurisdiction be pending or threatened that seeks any of the foregoing.

(iii) Operating Partnership Agreement . The Operating Partnership Agreement, in substantially the form attached hereto as Exhibit A, shall have been executed and delivered by the partners of the Operating Partnership and shall be in full force and effect and, except as contemplated by Section 2.4 or the other Formation Transaction Documentation, shall not have been amended or modified.

(b) Conditions to the Obligations of the Operating Partnership . The obligations of the Operating Partnership to effect the Merger and to consummate the other transactions contemplated hereby to occur on the Closing Date are further subject to satisfaction of the following conditions (any of which may be waived by the Operating Partnership in whole or in part):

(i) Representations and Warranties . The representations and warranties of FP Land and Pittman Hough Farms contained in this Agreement and of Messrs. Pittman and Hough contained in the Representation, Warranty and Indemnification Agreement shall be true and correct in all material respects at the Closing (as defined below) as if made again at that time (except to the extent that any representation or warranty speaks only as of an earlier date, in which case such representation or warranty must have been true and correct only as of that earlier date).

(ii) Performance by FP Land and Pittman Hough Farms . FP Land and Pittman Hough Farms shall have performed in all material respects each of the agreements and covenants required by this Agreement to be performed or complied with by them on or prior to the Closing Date.

(iii) Offering Closing . Other than consummation of the transactions contemplated hereby, all conditions precedent to the closing of the Offering shall have been satisfied or irrevocably and unconditionally waived.

(iv) Consents, Etc . All necessary consents and approvals of Governmental Authorities or third parties (including lenders) for FP Land to consummate the transactions contemplated hereby shall have been obtained.

(v) No FP Land Material Adverse Effect . There shall have not occurred between the date hereof and the Closing Date an FP Land Material Adverse Effect.

(vi) Formation Transactions . The Formation Transactions shall have been or shall be consummated substantially concurrently in accordance with the timing set forth in the respective Formation Transaction Documentation.

(vii) Lock-Up Agreement . Pittman Hough Farms shall have entered into the Lock-Up Agreement substantially in the form attached hereto as Exhibit B.

(viii) Tax Protection Agreement . Pittman Hough Farms and any of its members that will be a party to the Tax Protection Agreement that (1) owns, directly or indirectly, an interest in any Property specified in the Tax Protection Agreement or (2) has been provided an opportunity to guarantee debt as set forth in the Tax Protection Agreement shall have entered into the Tax Protection Agreement substantially in the form attached hereto as Exhibit C.

(ix) Right of First Offer Agreements . Pittman Hough Farms and Paul A. Pittman shall have entered into the Right of First Offer Agreements, substantially in the forms attached hereto as Exhibits D and E, respectively.

(c) Conditions to the Obligations of FP Land and Pittman Hough Farms . The obligations of FP Land and Pittman Hough Farms to effect the Merger and to consummate the other transactions contemplated hereby to occur on the Closing Date are further subject to satisfaction of the following conditions (any of which may be waived by FP Land and Pittman Hough Farms in whole or in part):

(i) Representations and Warranties . The representations and warranties of the Operating Partnership contained in this Agreement shall be true and correct in all material respects at the Closing as if made again at that time (except to the extent that any representation or warranty speaks only as of an earlier date, in which case such representation or warranty must have been true and correct only as of that earlier date).

(ii) Performance by the Operating Partnership . The Operating Partnership shall have performed in all material respects each of the agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the Closing Date.

(iii) Registration Rights Agreement . The REIT shall have entered into the Registration Rights Agreement, substantially in the form attached hereto as Exhibit F.

(iv) Tax Protection Agreement . If FP Land (1) owns, directly or indirectly, an interest in any Property specified in the Tax Protection Agreement or (2) has any direct or indirect members that have been provided an opportunity to guarantee debt as set forth in the Tax Protection Agreement, the REIT and the Operating Partnership shall have entered into the Tax Protection Agreement substantially in the form attached hereto as Exhibit C.

Section 2.2. TIME AND PLACE . Unless this Agreement shall have been terminated pursuant to Section 2.6, and subject to the satisfaction or waiver of the conditions in Section 2.1, the filing of the Certificate of Merger, the Effective Time and the closing of the Merger contemplated by Section 1.2 and the other transactions contemplated by this Agreement shall occur substantially concurrently with the receipt by the REIT of the proceeds from the Offering from the underwriters (the “ Closing ” or the “ Closing Date ”). The Closing shall take place at the offices of Morrison & Foerster LLP, 2000 Pennsylvania Avenue, NW Suite 6000, Washington, DC 20006-1888 or such other place as determined by the REIT in its sole discretion.

Section 2.3. DELIVERY OF MERGER CONSIDERATION .

(a) As soon as reasonably practicable after the Effective Time, the Surviving Entity (or its successor in interest) shall deliver to Pittman Hough Farms the Merger Consideration. The issuance of any OP Units and admission of Pittman Hough Farms as a limited partner of the Operating Partnership pursuant to Section 1.5(b) shall be evidenced by an entry to the Register (as defined in the Operating Partnership Agreement). Although initially the OP Units will not be certificated, any certificates subsequently issued evidencing the OP Units will bear appropriate legends (i) indicating that the OP Units have not been registered under the Securities Act, (ii) indicating that the Operating Partnership Agreement will restrict the transfer of the OP Units and (iii) describing the ownership limitations and transfer restrictions imposed by the charter of the REIT with respect to shares of Common Stock.

(b) The Surviving Entity (or its successor in interest) shall not be liable to any holder of an FP Land Interest for any portion of the Merger Consideration delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law.

Section 2.4. CLOSING DELIVERIES . At the Closing, Pittman Hough Farms and Messrs. Pittman and Hough, as applicable, shall deliver the following to the Operating Partnership in addition to all other items required to be delivered to the Operating Partnership by FP Land:

(a) any applicable Lock-Up Agreements;

(b) signature pages of the Operating Partnership Agreement duly executed by Pittman Hough Farms, as limited partner.

(d) signature pages to the Registration Rights Agreement;

(e) signature pages to the Right of First Offer Agreements; and

(f) any other document or instrument reasonably requested by the Operating Partnership or reasonably necessary or desirable to assign, transfer, convey, contribute and deliver the FP Land Interests, free and clear of all Liens and to effectuate the transactions contemplated hereby.

Section 2.5. CLOSING COSTS . If the Closing occurs, the REIT and the Operating Partnership shall be solely responsible for all transaction costs and expenses of the REIT, the Operating Partnership and FP Land in connection with the Formation Transactions and the IPO, which include, but are not limited to, the underwriting discounts and commissions in connection with the IPO and the costs incurred by FP Land or Pittman Hough Farms on behalf of the REIT in connection with the Formation Transactions and the IPO.

Section 2.6. TERMINATION OF THE AGREEMENT . Notwithstanding anything to the contrary contained herein, this Agreement may be terminated at any time prior to the Closing, as follows:

(a) by mutual consent of all the parties;

(b) by either party if the Closing has not occurred by June 30, 2014;

(c) by the Operating Partnership if any of the conditions set forth in Sections 2.1(a) or 2.1(b) have not been satisfied or waived by the Operating Partnership; or

(d) by the Operating Partnership pursuant to Section 2.7(b).

Section 2.7. EFFECT OF TERMINATION . (a) In the event of termination of this Agreement for any reason, all obligations on the part of the REIT, the Operating Partnership, Pittman Hough Farms and FP Land under this Agreement shall terminate, except that the obligations set forth in Article VI shall survive.

(b) If the Closing is not consummated because of a default by Pittman Hough Farms or FP Land under this Agreement, then the Operating Partnership may either (i) seek specific performance of this Agreement and in connection therewith FP Land shall reimburse the Operating Partnership for the actual out-of-pocket expenses incurred by the Operating Partnership in connection with seeking such

specific performance, or (ii) terminate this Agreement in full, and, except as expressly set forth elsewhere in this Agreement, no party hereto shall thereafter have any obligation under any provision of this Agreement.

Section 2.8. TAX WITHHOLDING . The Operating Partnership shall be entitled to deduct and withhold from the consideration payable pursuant to this Agreement to any holder of an FP Land Interest such amounts as are required to be deducted and withheld with respect to the making of such payment under the Code or any provision of state, local or foreign tax law or regulation. To the extent that amounts are so withheld and paid over to the applicable Governmental Authority, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the FP Land Interest in respect of which such deduction and withholding was made.

ARTICLE 3

REPRESENTATIONS AND WARRANTIES OF THE OPERATING PARTNERSHIP

The Operating Partnership hereby represents and warrants to FP Land as follows:

Section 3.1. ORGANIZATION; AUTHORITY .

(a) The Operating Partnership has been duly formed and is validly existing as a limited partnership in good standing under the Laws of the State of Delaware and has all requisite limited partnership power and authority to enter into this Agreement and the other Formation Transaction Documentation and to carry out the transactions contemplated hereby and thereby, and to own, lease and/or operate its property and to carry on its business as presently conducted and, to the extent required under applicable Laws, is qualified to do business and is in good standing in each jurisdiction in which the nature of its business or the character of its property make such qualification necessary, other than such failures to be so qualified as would not, individually or in the aggregate, reasonably be expected to have an OP Material Adverse Effect.

Section 3.2. DUE AUTHORIZATION . The execution, delivery and performance of this Agreement and the other Formation Transaction Documentation (including each agreement, document and instrument executed and delivered by or on behalf of the Operating Partnership pursuant to this Agreement or the other Formation Transaction Documentation) by the Operating Partnership has been duly and validly authorized by all necessary actions required of the Operating Partnership. This Agreement, the other Formation Transaction Documentation and each agreement, document and instrument executed and delivered by or on behalf of the Operating Partnership pursuant to this Agreement or the other Formation Transaction Documentation constitutes, or when executed and delivered will constitute, the legal, valid and binding obligation of the Operating Partnership, enforceable against the Operating Partnership in accordance with its terms, subject to applicable bankruptcy, insolvency, moratorium or other similar Laws relating to creditors’ rights and general principles of equity.

Section 3.3. CONSENTS AND APPROVALS . Except for the filing of the Certificate of Merger in accordance with Section 1.2 hereof or in connection with the Offering and the consummation of the other Formation Transactions or as shall have been obtained on or prior to the Closing Date, no consent, waiver, approval, authorization, order, license, permit or registration of, qualification, designation, declaration or filing with, any Person or Governmental Authority or under any applicable Laws is required to be obtained by the Operating Partnership in connection with the execution, delivery and performance of this Agreement and the transactions contemplated hereby, except for (a) those consents, waivers, approvals, authorizations, orders, licenses, permits, registrations, qualifications, designations, declarations or filings, the failure of which to obtain or to file would not, individually or in

the aggregate, reasonably be expected to have an OP Material Adverse Effect, or (b) those consents under the Organizational Documents of FP Land, the failure of which to obtain would not, individually or in the aggregate, reasonably be expected to have an OP Material Adverse Effect.

Section 3.4. NO VIOLATION . None of the execution, delivery or performance of this Agreement, the other Formation Transaction Documentation, any agreement contemplated hereby between the parties to this Agreement and the transactions contemplated hereby between the parties to this Agreement does or will, with or without the giving of notice, lapse of time, or both, violate, conflict with, result in a breach of, or constitute a default under or give to others any right of termination, acceleration, cancellation or other right under, (a) the Organizational Documents of the Operating Partnership, (b) any agreement, document or instrument to which the Operating Partnership or any of its respective assets are bound or (c) any term or provision of any judgment, order, writ, injunction or decree binding on the Operating Partnership, except for, in the case of clauses (b) or (c), any such breaches or defaults that would not, individually or in the aggregate, reasonably be expected to have an OP Material Adverse Effect.

Section 3.5. VALIDITY OF OP UNITS . Any OP Units to be issued pursuant to this Agreement will have been duly authorized by the Operating Partnership and, when issued against the consideration therefor, will be validly issued, free and clear of all Liens created by the Operating Partnership (other than any Liens created by the Operating Partnership Agreement).

Section 3.6. OPERATING PARTNERSHIP AGREEMENT . Attached hereto as Exhibit A hereto is a true and correct copy of the Operating Partnership Agreement, as will be in effect immediately prior to the Effective Time.

Section 3.7. LIMITED ACTIVITIES . Except for activities in connection with the Offering, the Formation Transactions or in the ordinary course of business, the Operating Partnership and the Operating Partnership Subsidiaries have not engaged in any material business or incurred any material obligations.

Section 3.8. NO OTHER REPRESENTATIONS OR WARRANTIES . Other than the representations and warranties expressly set forth in this Article III and any other agreement entered into in connection with the Formation Transactions, the Operating Partnership shall not be deemed to have made any other representation or warranty in connection with this Agreement or the transactions contemplated hereby. All representations, warranties and covenants of the Operating Partnership contained in this Agreement shall expire at the Closing.

ARTICLE 4

REPRESENTATIONS AND WARRANTIES OF FP LAND AND PITTMAN HOUGH FARMS

Except as disclosed in the Offering Document or the schedules attached hereto, FP Land and Pittman Hough Farms hereby jointly and severally represent and warrant to the REIT and the Operating Partnership that as of the Closing Date:

Section 4.1. ORGANIZATION; AUTHORITY .

(a) FP Land has been duly formed, is validly existing and in good standing under the Laws of the State of Delaware, and has all requisite limited liability company power and authority to enter into this Agreement, each agreement contemplated hereby and the other Formation Transaction Documentation to which it is a party (including any agreement, document and instrument executed and

delivered by or on behalf of FP Land pursuant to this Agreement or the other Formation Transaction Documentation) and to carry out the transactions contemplated hereby and thereby, and to carry on its business as presently conducted. FP Land, to the extent required under applicable Laws, is qualified to do business and is in good standing in each jurisdiction in which the nature of its business make such qualification necessary, other than such failures to be so qualified as would not, individually or in the aggregate, reasonably be expected to have an FP Land Material Adverse Effect.

(b) Schedule 4.1(b) sets forth as of the date hereof with respect to FP Land (i) each direct or indirect Subsidiary of FP Land (each an “ FP Land Subsidiary ” and, collectively, the “ FP Land Subsidiaries ”), (ii) the direct or indirect ownership interest therein of FP Land, (iii) if not wholly owned by FP Land, the identity and ownership interest of each of the other owners of such Subsidiary, and (iv) each real property owned directly or indirectly, in whole or in part, by FP Land or such Subsidiary (each a “ Property ”). Each FP Land Subsidiary has been duly organized and is validly existing and is in good standing under the Laws of its jurisdiction of organization, and has all requisite power and authority to own, lease and/or operate its Property and to carry on its business as presently conducted. Each FP Land Subsidiary, to the extent required under applicable Laws, is qualified to do business and is in good standing in each jurisdiction in which the nature of its business or the character of its Property make such qualification necessary, other than such failures to be so qualified as would not, individually or in the aggregate, reasonably be expected to have an FP Land Material Adverse Effect. Except as set forth on Schedule 4.01(b) , neither FP Land nor any of the FP Land Subsidiaries owns any equity or ownership interest in any other Person.

(c) The Operating Partnership has been provided complete and accurate copies of Organizational Documents, as amended through the date hereof, and such Organizational Documents are in full force and effect as of the date hereof and have not been further modified or amended.

Section 4.2. DUE AUTHORIZATION . The execution, delivery and performance by FP Land of this Agreement and the other Formation Transaction Documentation (including any agreement, document and instrument executed and delivered by or on behalf of FP Land pursuant to this Agreement or the other Formation Transaction Documentation) to which it is a party have been duly and validly authorized by all necessary actions required of FP Land. This Agreement, the other Formation Transaction Documentation and each agreement, document and instrument executed and delivered by or on behalf of FP Land or any FP Land Subsidiary pursuant to this Agreement or the other Formation Transaction Documentation constitutes, or when executed and delivered will constitute, the legal, valid and binding obligation of FP Land or such FP Land Subsidiary, each enforceable against FP Land or such FP Land Subsidiary in accordance with its terms, subject to applicable bankruptcy, insolvency, moratorium or other similar Laws relating to creditors’ rights and general principles of equity.

Section 4.3. CAPITALIZATION . Schedule 4.3 sets forth as of the date hereof the ownership of FP Land. All of the issued and outstanding equity interests of FP Land and each FP Land Subsidiary are duly authorized, validly issued and fully paid; and such interests are not subject to preemptive rights or appraisal, dissenters’ or other similar rights under the Organizational Documents of or any contract to which FP Land is a party or otherwise bound, except for such preemptive rights, transfer restrictions or appraisal, dissenters’ or other similar rights as would not prevent the Merger. There are no outstanding rights to purchase, subscriptions, warrants, options or any other security convertible into or exchangeable for equity interests in FP Land or the FP Land Subsidiaries. Except as set forth in the Organizational Documents, none of FP Land or any of the FP Land Subsidiaries is a party to any agreement for the sale of its material assets, for the grant to any Person of any preferential right to purchase any such material assets or the acquisition of any material operating business, material assets or capital stock of any other corporation, entity or business, other than the purchase or sale of assets in the ordinary course of business.

Section 4.4. CONSENTS AND APPROVALS . Except for the filing of the Certificate of Merger in accordance with Section 1.2 hereof or as shall have been obtained or satisfied on or prior to the Closing Date, no consent, waiver, approval, authorization, order, license, permit or registration of, or qualification, designation, declaration or filing with, any Person or any Governmental Authority or under any applicable Laws is required to be obtained by FP Land or the FP Land Subsidiaries in connection with the execution, delivery and performance of this Agreement, the other Formation Transaction Documentation to which FP Land or the FP Land Subsidiaries is a party and the transactions contemplated hereby and thereby, except for those consents, waivers, approvals, authorizations, orders, licenses, permits, registrations, qualifications, designations, declarations or filings, the failure of which to obtain or to file would not, individually or in the aggregate, reasonably be expected to have an FP Land Material Adverse Effect.

Section 4.5. NO VIOLATION . None of the execution, delivery or performance of this Agreement, any agreement contemplated hereby between or among any of the parties to this Agreement and the transactions contemplated hereby does or will, with or without the giving of notice, lapse of time or both, violate, conflict with, result in a breach of or constitute a default under or give to others any right of termination, acceleration, cancellation or other right under, (a) the Organizational Documents of FP Land or the FP Land Subsidiaries or (b) any agreement, document or instrument to which FP Land or the FP Land Subsidiaries is a party or by which the FP Land or the FP Land Subsidiaries or any of their respective assets or properties are bound by or (c) any term or provision of any judgment, order, writ, injunction or decree binding on FP Land or the FP Land Subsidiaries (or its assets or properties), except for, in the case of clauses (b) or (c), any such breaches or defaults that would not, individually or in the aggregate, reasonably be expected to have an FP Land Material Adverse Effect.

Section 4.6. LICENSES AND PERMITS . All notices, licenses, permits, certificates and authorizations required for the continued use, occupancy, management, leasing and operation of the Properties have been obtained or can be obtained without material cost, are in full force and effect, are in good standing and (to the extent required in connection with the transactions contemplated by the Formation Transaction Documentation) are assignable to the Operating Partnership, except in each case for items that, if not so obtained, obtainable and/or transferred, would not, individually or in the aggregate, reasonably be expected to have an FP Land Material Adverse Effect. Neither FP Land, nor the FP Land Subsidiaries, nor, to the Knowledge of FP Land, any third party has taken any action that (or failed to take any action the omission of which) would result in the revocation of any such notice, license, permit, certificate or authorization where such revocation or revocations would, individually or in the aggregate, reasonably be expected to have an FP Land Material Adverse Effect, nor has any one of them received any written notice of violation from any Governmental Authority or written notice of the intention of any entity to revoke any such notice, license, permit, certificate or authorization, that in each case has not been cured or otherwise resolved to the satisfaction of such Governmental Authority or other entity and except as would not, individually or in the aggregate, reasonably be expected to have an FP Land Material Adverse Effect.

Section 4.7. COMPLIANCE WITH LAWS . To the Knowledge of FP Land, FP Land and the FP Land Subsidiaries have conducted their respective businesses in compliance with all applicable Laws, except for such failures that would not, individually or in the aggregate, reasonably be expected to have an FP Land Material Adverse Effect. Neither FP Land, nor the FP Land Subsidiaries, nor, to the Knowledge of FP Land, any third party are in violation of any Law or has been informed in writing of any continuing violation of any such Laws or that any investigation has been commenced and is continuing or is contemplated respecting any such possible violation, except in each case for violations that would not, individually or in the aggregate, reasonably be expected to have an FP Land Material Adverse Effect. There has not been committed by FP Land or any FP Land Subsidiary or, to the Knowledge of FP Land, any other Person in occupancy of or involved with the operation or use of the Properties any act or

omission affording the federal government or any other Governmental Authority the right of forfeiture as against any Property or any part thereof.

Section 4.8. INSURANCE . Each of FP Land and each FP Land Subsidiary has in place the public liability, casualty and other insurance coverage with respect to each Property owned, leased and/or managed by it as FP Land reasonably deems necessary and in all cases including such coverage as is required under the terms of any continuing loan or Lease. Each of the insurance policies with respect to each Property is in full force and effect in all material respects and all premiums due and payable thereunder have been fully paid when due. To the Knowledge of FP Land, neither FP Land nor the FP Land Subsidiaries have received from any insurance company any notices of cancellation or intent to cancel any insurance.

Section 4.9. ENVIRONMENTAL MATTERS . Except for matters that would not, individually or in the aggregate, reasonably be expected to have an FP Land Material Adverse Effect, to the Knowledge of FP Land, (A) FP Land and the FP Land Subsidiaries and each Property are in compliance with all Environmental Laws, (B) neither FP Land nor the FP Land Subsidiaries have received any written notice from any Governmental Authority or third party alleging that FP Land or any of the FP Land Subsidiaries or any Property is not in compliance with applicable Environmental Laws, and (C) there has not been a release of a hazardous substance on any of the Properties that would require investigation or remediation under applicable Environmental Laws. The representations and warranties contained in this Section 4.9 constitute the sole and exclusive representations and warranties made by FP Land concerning environmental matters.

Section 4.10. EMINENT DOMAIN . There is no existing or, to the Knowledge of FP Land, proposed or threatened condemnation, eminent domain or similar proceeding, or private purchase in lieu of such a proceeding which would affect any of the Properties, except for such proceedings that would not, individually or in the aggregate, reasonably be expected to have an FP Land Material Adverse Effect.

Section 4.11. EXISTING LOANS . Schedule 4.11 lists, as of the date hereof, all secured loans presently encumbering the Properties or any direct or indirect interest in FP Land or any FP Land Subsidiary, and any unsecured loans relating thereto to be assumed by the Operating Partnership or any Subsidiary of the Operating Partnership at Closing (collectively, the “ Existing Loans ”). Except for matters that would not, individually or in the aggregate, reasonably be expected to have an FP Land Material Adverse Effect or that are otherwise disclosed on Schedule 4.11 , no monetary default (beyond applicable notice and cure periods) by any party exists under any of the Existing Loans and the documents entered into in connection therewith (collectively, the “ Existing Loan Documents ”) and no non-monetary default (beyond applicable notice and cure periods) by any party exists under any of such Existing Loan Documents.

Section 4.12. TAXES .

(a) To the Knowledge of FP Land, FP Land has timely and properly filed (or caused to be timely and properly filed) all Tax Returns required to be filed by it, if any, and each FP Land Subsidiary (after giving effect to any filing extension properly granted by a Governmental Authority having authority to do so), and all such Tax Returns required to be filed by FP Land or any FP Land Subsidiary, as the case may be, if any, are accurate and complete in all material respects.

(b) To the Knowledge of FP Land, FP Land and each FP Land Subsidiary have paid (or have had paid on their behalf) all Taxes as required to be paid by them.

(c) To the Knowledge of FP Land, no income or material non-income Tax Returns, if any, filed by FP Land or any FP Land Subsidiary are the subject of a pending or ongoing audit.

(d) To the Knowledge of FP Land, no deficiencies for any income or material non-income Taxes have been proposed, asserted or assessed against FP Land or any FP Land Subsidiary, and no requests for waivers of the time to assess any such Taxes are pending. Since its formation, for U.S. federal income tax purposes each of FP Land and each FP Land Subsidiary has been treated as a partnership or as a disregarded entity, and not as a corporation or an association taxable as a corporation.

Section 4.13. LITIGATION . Except for actions, suits or proceedings fully covered by policies of insurance, there is no action, suit or proceeding pending or, to the Knowledge of FP Land, threatened against or affecting FP Land, any of the FP Land Subsidiaries or any of the Properties, or any officer, director, principal, managing member, general partner or Affiliate of any of the foregoing, other than actions, suits or proceedings arising in the ordinary course of business from the ownership and operation which, if adversely determined, would not have an FP Land Material Adverse Effect. There is no action, suit, or proceeding pending or, to the Knowledge of FP Land, threatened against or affecting FP Land, any of the FP Land Subsidiaries or any officer, director, principal, managing member, general partner or Affiliate of any of the foregoing, which challenges or impairs the ability of FP Land or any FP Land Subsidiary to execute or deliver, or perform its obligations under this Agreement or any Formation Transaction Documentation or any other documents to be executed by it pursuant to this Agreement or any Formation Transaction Documentation or to consummate the transactions contemplated hereby or thereby. Except for matters fully covered by insurance, there is no judgment, decree, injunction, rule or order of a Governmental Authority outstanding against FP Land, any FP Land Subsidiary or any officer, director, principal, managing member or general partner of any of the foregoing in their capacity as such, which would reasonably be expected to have an FP Land Adverse Effect. None of FP Land, the FP Land Subsidiaries or any officer, director, principal, managing member, general partner or Affiliate of any of the foregoing has received any written notice of any pending or threatened proceedings for the rezoning (i.e., to change the current zoning) of any Property or any portion thereof which would impair the current or proposed use thereof in a manner that would result in an FP Land Material Adverse Effect.

Section 4.14. INSOLVENCY . No attachments, execution proceedings, assignments for the benefit of creditors, insolvency, bankruptcy, reorganization or other proceedings are pending or, to FP Land’s Knowledge, threatened against FP Land, any FP Land Subsidiary or any Property, nor are any such proceedings contemplated by FP Land.

Section 4.15. SECURITIES LAW MATTERS . Each of Pittman Hough Farms and FP Land acknowledges that: (i) the Operating Partnership intends the offer and issuance of any OP Units to Pittman Hough Farms to be exempt from registration under the Securities Act and applicable state securities laws by virtue of the status of such equity holder as an “ accredited investor ” (within the meaning of Rule 501(a) of Regulation D under the Securities Act) acquiring any OP Units in a transaction exempt from registration pursuant to Rule 506 of Regulation D under the Securities Act, and (ii) in issuing any OP Units pursuant to the terms of this Agreement, the Operating Partnership is relying on the representations made by Pittman Hough Farms to receive OP Units as consideration in the Merger, and that:

(a) In deciding to engage in the transaction contemplated by this Agreement, including, acquiring OP Units, neither FP Land nor Pittman Hough Farms is relying upon any representations made to it by the Operating Partnership, or any of its partners, officers, employees or agents, that are not contained herein. Pittman Hough Farms is aware of the risks involved in investing in the OP Units. Pittman Hough Farms is knowledgeable, sophisticated and experienced in business and financial matters and fully understands the limitations on transfer imposed by the federal securities laws

and as described in this Agreement. Pittman Hough Farms has received this Agreement, has reviewed it and has had an opportunity to ask questions of, and to receive answers from, the Operating Partnership and the REIT or a person or persons authorized to act on their behalf, concerning the terms and conditions of acquiring the OP Units and the financial condition, affairs and business of the Operating Partnership and the REIT. Pittman Hough Farms confirms that all documents, records and information pertaining to its acquisition of the OP Units have been made available or delivered to each such holder prior to the date hereof.

(b) FP Land and Pittman Hough Farms understand and acknowledge that the offer and sale of OP Units have not been registered under the Securities 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 Operating Partnership’s reliance on such exemption is predicated in part on the accuracy and completeness of the representations and warranties contained herein. The OP Units issuable to Pittman Hough Farms are being acquired by Pittman Hough Farms solely for its own account, for investment, and are not being acquired with a view to, or for resale in connection with, any distribution, subdivision or fractionalization thereof in violation of such laws, and each such holder does not have any present intention to enter into any contract, undertaking, agreement or arrangement with respect to any such resale.

(c) Pittman Hough Farms 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 acquisition of the OP Units.

(d) Pittman Hough Farms understands that no federal agency (including the SEC) or state agency has made or will make any finding or determination as to the fairness of acquiring the OP Units (including as to the value of the consideration payable in OP Units).

(e) Pittman Hough Farms understands that there is no established public, private or other market for the OP Units and it is not anticipated that there will be any public, private or other market for such OP Units in the foreseeable future.

(f) Pittman Hough Farms understands that Rule 144 promulgated under the Securities Act is not currently available with respect to the sale of OP Units.

Section 4.16. NO BROKER . FP Land has not entered into, and it covenants that it will not enter into, any agreement, arrangement or understanding with any Person or firm which will result in the obligation of the Operating Partnership or any Affiliate to pay any finder’s fee, brokerage commission or similar payment in connection with the transaction contemplated by this Agreement (other than underwriting discounts, commissions and other fees and expenses to be paid by the REIT in connection with the Offering and any related financing transactions).

Section 4.17. OWNERSHIP OF CERTAIN ASSETS . Neither FP Land nor any of the FP Land Subsidiaries owns any loan assets or other securities of any person except for equity interests in other FP Land Subsidiaries.

Section 4.18. NO OTHER REPRESENTATIONS OR WARRANTIES . Other than the representations and warranties expressly set forth in this Article IV and the Representation, Warranty and Indemnity Agreement and any other agreement entered into by FP Land or Pittman Hough Farms in connection with the Formation Transactions, FP Land and Pittman Hough Farms shall not be deemed to have made any other representation or warranty in connection with this Agreement or the transactions contemplated hereby.

Section 4.19. SURVIVAL OF REPRESENTATIONS AND WARRANTIES . The parties hereto agree and acknowledge that the representations and warranties set forth in this Article IV (other than those set forth in the Representation, Warranty and Indemnification Agreement) shall not survive the Closing.

ARTICLE 5

COVENANTS AND OTHER AGREEMENTS

Section 5.1. PRE-CLOSING COVENANTS . During the period from the date hereof to the Closing Date (except (i) for the repayment of certain indebtedness as described in the notes to the audited financial statements of FP Land, (ii) as otherwise provided for or contemplated by this Agreement or (ii) in connection with the Formation Transactions), FP Land shall use commercially reasonable efforts to, and shall cause each of the FP Land Subsidiaries to, conduct its businesses and operate and maintain the Properties in the ordinary course of business consistent with past practice, pay its debt obligations as they become due and payable, and use commercially reasonable efforts to preserve intact its current business organizations and preserve its relationships with customers, tenants, suppliers, advertisers and others having business dealings with it, in each case consistent with past practice. In addition, and without limiting the generality of the foregoing, during the period from the date hereof to the Closing Date and except in connection with the Formation Transactions, FP Land shall not, and shall not permit any of the FP Land Subsidiaries to, without the prior written consent of the Operating Partnership, which consent may be withheld by the Operating Partnership in its sole discretion:

(a) (i) other than distributions to the members of FP Land in connection with such members’ payment of any Taxes related to their ownership of the membership interest of FP Land or as otherwise contemplated by this Agreement, declare, set aside or pay any dividends or distributions in respect of any FP Land Interests, except in the ordinary course of business consistent with past practice and in accordance with the applicable governing document of FP Land, (ii) issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for any FP Land Interests or make any other changes to the equity capital structure of FP Land or the FP Land Subsidiaries, or (iii) purchase, redeem or otherwise acquire any FP Land Interests or interests of the FP Land Subsidiaries or any other securities thereof;

(b) issue, deliver, sell, transfer, dispose, mortgage, pledge, assign or otherwise encumber, or cause the issuance, delivery, sale, transfer, disposition, mortgage, pledge, assignment or otherwise encumbrance of, any limited liability company, partnership interests or other equity interests of FP Land or of the FP Land Subsidiaries or any other assets of FP Land or the FP Land Subsidiaries;

(c) amend, modify or terminate any lease, contract or other instruments relating to the Property, except in the ordinary course of business consistent with past practice;

(d) amend its certificate of formation and limited liability company agreement;

(e) adopt a plan of liquidation, dissolution, merger, consolidation, restructuring, recapitalization or reorganization;

(f) materially alter the manner of keeping FP Land’s or the FP Land Subsidiaries’ books, accounts or records or the accounting practices therein reflected;

(g) make or change any material Tax elections; settle or compromise any claim, notice, audit report or assessment in respect of Taxes; change any annual Tax accounting period; adopt or

change any method of Tax accounting; file any amended Tax Return; enter into any tax allocation agreement, tax sharing agreement, tax indemnity agreement or closing agreement relating to any Tax; surrender any right to claim a Tax refund; or consent to any extension or waiver of the statute of limitations period applicable to any Tax claim or assessment;

(h) terminate or amend any existing insurance policies affecting any Property that results in a material reduction in insurance coverage for the Property;

(i) knowingly cause or permit FP Land or any of the FP Land Subsidiaries to violate, or fail to use commercially reasonable efforts to cure any violation of, any applicable Laws;

(j) take any action or fail to take any action the result of which would have an FP Land Material Adverse Effect; or

(k) authorize, commit or agree to take any of the foregoing actions.

Section 5.2. EFFORTS BY THE OPERATING PARTNERSHIP AND FP LAND . Each of the Operating Partnership and FP Land shall use its reasonable best efforts and cooperate with each other in (a) promptly determining whether any filings are required to be made or consents, approvals, waivers, permits or authorizations are required to be obtained (under any applicable Law or regulation or from any Governmental Authority or third party) in connection with the transactions contemplated by this Agreement, and (b) promptly making (or causing to be made) any such filings, in furnishing information required in connection therewith and in timely seeking to obtain any such consents, approvals, waivers, permits and authorizations.

Section 5.3. CONSENT AND WAIVER OF RIGHTS UNDER ORGANIZATIONAL DOCUMENTS . As of the Closing, FP Land and Pittman Hough Farms waive and relinquish all rights and benefits otherwise afforded to FP Land (a) under its Organizational Documents including, without limitation, any rights of appraisal, rights of first offer or first refusal, buy/sell agreements, put, option or similar parallel exit or dissenter rights in connection with the Formation Transactions and the Offering, and any right to consent to or approve of the sale or contribution or other transaction undertaken by any equity holder of FP Land of their FP Land Interests to the REIT or any Affiliate thereof and any and all notice provisions related thereto and (b) for claims against the REIT or the Operating Partnership for breach by any of their respective present or former officers, directors, managing members, general partners or Affiliates of their fiduciary duties or similar obligations (including duties of disclosure) to any of their respective present or former shareholders, members, partners, equity interest holders or Affiliates or the terms of any applicable Organizational Documents. FP Land and Pittman Hough Farms acknowledge that the agreements contained herein and the transactions contemplated hereby and any actions taken in contemplation of the transactions contemplated hereby may conflict with, and may not have been contemplated by, the Organizational Documents of FP Land or other agreements among one or more holders of FP Land Interests or one or more of the members of FP Land. With respect to FP Land and each Property in which the FP Land Interests represent a direct or indirect interest, FP Land hereby expressly gives all consents (and any consents necessary to authorize the proper parties in interest to give all consents) and waivers it is entitled to give that are necessary or desirable to facilitate the contribution or other Formation Transactions relating to FP Land or such Property. In addition, FP Land and Pittman Hough Farms agree that if the transactions contemplated hereby occur, this Agreement shall be deemed to be an amendment to the Organizational Documents of FP Land to the extent the terms herein conflict with the terms thereof, including without limitation, terms with respect to allocations, distributions and the like such that any apparent conflict shall be resolved in favor of the terms hereof. In the event the transactions contemplated by this Agreement do not occur, nothing in this Agreement shall be deemed to be or construed as an amendment or modification of, or commitment of any kind to amend or modify, the

Organizational Documents of FP Land, which shall, in that event, remain in full force and effect without modification.

Section 5.4. FACILITATION OF THE MERGER . From the date of this Agreement until the earlier to occur of the Closing or the termination of this Agreement in accordance with the terms set forth herein, each of FP Land and Pittman Hough Farms shall not take and shall not fail to take, nor agree or commit to take or fail to take, any action that would reasonably be expected to, individually or in the aggregate, prevent, materially delay or materially impede the consummation of the Merger, the IPO, the Formation Transactions or the other transactions contemplated by this Agreement.

Section 5.5. IPO . FP Land and Pittman Hough Farms hereby irrevocably and unconditionally waive any consent, condition or other similar right to approve or delay the closing of the IPO.

Section 5.6. ALTERNATE TRANSACTION . In the event that the Operating Partnership determines that a structure change is necessary, advisable or desirable, the Operating Partnership may elect, in its sole and absolute discretion, to effect an Alternate Transaction (subject to the limitations in the definition thereof), without the need for the Operating Partnership to seek any further consent or action from FP Land or Pittman Hough Farms, and each of FP Land and Pittman Hough Farms shall, and it shall cause its partners and Subsidiaries to, enter into such agreements as shall be necessary to consummate an Alternate Transaction. In the event that an Alternate Transaction is used to effect the transactions contemplated by this Agreement, then the Operating Partnership may elect to terminate this Agreement without any liability or obligation to any Person.

ARTICLE 6

GENERAL PROVISIONS

Section 6.1. NOTICES . All notices and other communications under this Agreement shall be in writing and shall be deemed given when (a) delivered personally, (b) five (5) Business Days after being mailed by certified mail, return receipt requested and postage prepaid, (c) one (1) Business Day after being sent by a nationally recognized overnight courier or (d) transmitted by facsimile if confirmed within twenty-four (24) hours thereafter by a signed original sent in the manner provided in clauses (a), (b) or (c) to the parties at the following addresses (or at such other address for a party as shall be specified by notice from such party):

(a) if to the Operating Partnership:

Farmland Partners Operating Partnership, LP

8670 Wolff Court Suite 240

Westminster, Colorado 80031

Facsimile: (720) 398-3328

Attention: Chief Executive Officer

(b) if to FP Land :

FP Land LLC

8670 Wolff Court Suite 240

Westminster, Colorado 80031

Facsimile: (720) 398-3328

Attention: Paul A. Pittman

Section 6.2. DEFINITIONS . For purposes of this Agreement, the following terms shall have the following meanings.

(a) “ Accredited Investor ” has the meaning set forth under Regulation D of the Securities Act.

(b) “ Affiliate ” means, with respect to any Person, a Person that, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with the specified Person. For the purposes of this definition, “control” (including, with correlative meanings, the terms “ controlled by ” and “ under common control with ”) as used with respect to any Person, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise.

(c) “ Alternate Transaction ” means any transaction structure, other than that contemplated by this Agreement, pursuant to which the REIT, the Operating Partnership or any of their Subsidiaries acquire all or a portion of the interests in FP Land or the assets held directly or indirectly by FP Land in a transaction pursuant to which each holder of FP Land Interests receives the number of OP Units that were to be received by such holder pursuant to this Agreement (or a portion thereof equal in value to the value of the portion of such assets acquired by the REIT, the Operating Partnership or any of their Subsidiaries pursuant to such Alternate Transaction); provided, that such structure will not (i) result in a breach of FP Land’s or any applicable FP Land Subsidiary’s governing documents and (ii) would not give rise to dissenters’ or appraisal rights by the members of FP Land, unless such rights have fully waived by all such members in the Consent Forms.

(d) “ Business Day ” means any day that is not a Saturday, Sunday or legal holiday in the State of Delaware.

(e) “ Code ” means the Internal Revenue Code of 1986, as amended, together with the rules and regulations promulgated or issued thereunder.

(f) “ Environmental Laws ” means all federal, state and local Laws governing pollution or the protection of human health or the environment.

(g) “ Formation Transaction Documentation ” means all of the agreements (including this Agreement) and related documents (substantially in the forms identified in Exhibits C, D and E attached hereto) pursuant to which all of the FP Land Interests are to be acquired by the Operating Partnership, directly or indirectly, as part of the Formation Transactions.

(h) “ Formation Transactions ” means the transactions contemplated by this Agreement.

(i) “ FP Land Material Adverse Effect ” means any material adverse change in the assets, business, condition (financial or otherwise), results of operation or prospects of FP Land, the FP Land Subsidiaries or the Properties, taken as a whole.

(j) “ Governmental Authority ” means any government or agency, bureau, board, commission, court, department, official, political subdivision, tribunal or other instrumentality of any government, whether federal, state or local, domestic or foreign.

(k) “ IPO Closing Date ” means the closing date of the IPO.

(l) “ Knowledge ” means, (i) with respect to a representation of the Operating Partnership, the current, actual knowledge of the Operating Partnership’s General Partner’s officer, after reasonable due inquiry and (ii) with respect to FP Land or Pittman Hough Farms, the current, actual knowledge of FP Land’s and Pittman Hough Farms members and managers, after reasonable due inquiry.

(m) “ Laws ” means laws, statutes, rules, regulations, codes, orders, ordinances, judgments, injunctions, decrees and policies of any Governmental Authority, including, without limitation, zoning, land use or other similar rules or ordinances.

(n) “ Liens ” means all pledges, claims, liens, charges, restrictions, controls, easements, rights of way, exceptions, reservations, leases, licenses, grants, covenants and conditions, encumbrances and security interests of any kind or nature whatsoever.

(o) “ Lock-Up Agreement ” means that certain Lock-Up Agreement, by and between the underwriters and certain investors of the REIT and/or the Operating Partnership in the form attached hereto as Exhibit B.

(p) “ Offering Document ” means the final prospectus filed by the REIT with the SEC in connection with the IPO.

(q) “ OP Material Adverse Effect ” means any material adverse change in any of the assets, business, condition (financial or otherwise), results of operation or prospects of the Operating Partnership and each Operating Partnership Subsidiary, taken as a whole.

(r) “ Organizational Documents ” means the certificate of formation, certificate of incorporation and bylaws, certificate of limited partnership and limited partnership agreement, limited liability company agreement or operating agreement, of FP Land or each FP Land Subsidiary, as applicable.

(s) “ Person ” means an individual, corporation, partnership, limited liability company, joint venture, association, trust, unincorporated organization or other entity.

(t) “ Registration Rights Agreement ” means that certain Registration Rights Agreement, by and among the REIT, the Operating Partnership and Pittman Hough Farms in the form attached hereto as Exhibit E.

(u) “ Right of First Offer Agreements ” means (i) that certain Right of First Offer Agreement by and between the Operating Partnership and Pittman Hough Farms in the form attached hereto as Exhibit D and (ii) that certain Right of First Offer Agreement by and between the Operating Partnership and Paul A. Pittman in the form attached hereto as Exhibit E.

(v) “ Securities Act ” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

(w) “ Subsidiary ” of any Person means any corporation, partnership, limited liability company, joint venture, trust or other legal entity of which such Person owns (either directly or through or together with another Subsidiary of such Person) either (i) a general partner, managing member or other similar interest, or (ii)(A) ten percent (10%) or more of the voting power of the voting capital stock or other equity interests, or (B) ten percent (10%) or more of the outstanding voting capital stock or other voting equity interests of such corporation, partnership, limited liability company, joint venture or other legal entity.

(x) “ Tax ” means all U.S. federal, state, local and foreign income, gross receipts, license, property, withholding, sales, franchise, employment, payroll, goods and services, stamp, environmental, customs duties, capital stock, social security, transfer, alternative minimum, excise and other taxes, tariffs or similar governmental charges, including estimated taxes, together with penalties, interest or additions to Tax with respect thereto, whether or not disputed.

(y) “ Tax Protection Agreement ” means that certain Tax Protection Agreement by and among the REIT, the Operating Partnership and the other parties identified as signatories therein in the form attached hereto as Exhibit C.

(z) “ Tax Return ” means any return, declaration, report, claim for refund, or information return or statement relating to Taxes, including any schedule or attachment thereto, and including any amendment thereof.

(aa) “ Underwriting Agreement ” means that certain underwriting agreement, by and among the REIT, the Operating Partnership and certain underwriters named therein, pursuant to which the REIT will issue and sell shares in the IPO.

Section 6.3. COUNTERPARTS . This Agreement may be executed in counterparts, all of which shall be considered one and the same agreement and shall become effective when one or more counterparts have been signed by each party and delivered to each other party.

Section 6.4. ENTIRE AGREEMENT; THIRD-PARTY BENEFICIARIES . This Agreement, the other Formation Transaction Documentation and the Representation, Warranty and Indemnity Agreement to which the parties hereto are a party, including, without limitation, the exhibits and schedules hereto and thereto, constitute the entire agreement and, supersede each prior agreement and understanding, whether written or oral, among the parties regarding the subject matter of this Agreement. This Agreement is not intended to confer any rights or remedies on any Person other than the parties hereto.

Section 6.5. GOVERNING LAW . This Agreement shall be governed by, and construed in accordance with, the Laws of the State of Delaware, regardless of any Laws that might otherwise govern under applicable principles of conflicts of laws thereof.

Section 6.6. ASSIGNMENT . This Agreement shall be binding upon, and shall be enforceable by and inure to the benefit of, the parties hereto and their respective heirs, legal representatives, successors and assigns; provided, however, that this Agreement may not be assigned (except by operation of law) by any party without the prior written consent of the other parties, and any attempted assignment without such consent shall be null and void and of no force and effect, except that the Operating Partnership may assign its rights and obligations hereunder to an Affiliate.

Section 6.7. SEVERABILITY . Each provision of this Agreement will be interpreted so as to be effective and valid under applicable Law, but if any provision is held invalid, illegal or unenforceable under applicable Law in any jurisdiction, then such invalidity, illegality or unenforceability will not affect any other provision, and this Agreement will be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had never been included herein.

Section 6.8. GUARANTY OF OBLIGATIONS . Pittman Hough Farms hereby fully and irrevocably guarantees the performance of FP Land of all of its obligations hereunder and under the other Formation Transaction Documentation.

Section 6.9. RULES OF CONSTRUCTION .

(a) The parties hereto agree that they have had the opportunity to be represented by counsel during the negotiation, preparation and execution of this Agreement and, therefore, waive the application of any Law, regulation, holding or rule of construction providing that ambiguities in an agreement or other document will be construed against the party drafting such agreement or document.

(b) The words “hereof,” “herein” and “herewith” and words of similar import shall, unless otherwise stated, be construed to refer to this Agreement as a whole and not to any particular provision of this Agreement, and article, section, paragraph, exhibit and schedule references are to the articles, sections, paragraphs, exhibits and schedules of this Agreement unless otherwise specified. Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” All terms defined in this Agreement shall have the defined meanings contained herein when used in any certificate or other document made or delivered pursuant hereto unless otherwise defined therein. The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms and to the masculine as well as to the feminine and neuter genders of such terms. Unless explicitly stated otherwise herein, any agreement, instrument or statute defined or referred to herein or in any agreement or instrument that is referred to herein means such agreement, instrument or statute as from time to time, amended, qualified or supplemented, including (in the case of agreements and instruments) by waiver or consent and (in the case of statutes) by succession of comparable successor statutes and all attachments thereto and instruments incorporated therein. References to a Person are also to its permitted successors and assigns.

Section 6.10. TIME OF THE ESSENCE . Time is of the essence with respect to all obligations under this Agreement.

Section 6.11. DESCRIPTIVE HEADINGS . The descriptive headings herein are inserted for convenience only and are not intended to be part of or to affect the meaning or interpretation of this Agreement.

Section 6.12. NO PERSONAL LIABILITY CONFERRED . This Agreement shall not create or permit any personal liability or obligation on the part of any member, officer, director, partner, employee or shareholder of the REIT, Operating Partnership, Pittman Hough Farms or FP Land, other than as expressly provided herein.

Section 6.13. AMENDMENTS . This Agreement may be amended by appropriate instrument, without the consent of FP Land, at any time prior to the Effective Time; provided that no such amendment, modification or supplement shall be made that alters the amount or changes the form of the consideration to be delivered to FP Land without the prior written consent of FP Land.

[SIGNATURE PAGES FOLLOW]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be signed by their respective duly authorized officers or representatives, all as of the date first written above.

FARMLAND PARTNERS INC.,
a Maryland corporation

By:		/s/ Paul A. Pittman
Name:		Paul A. Pittman
Title:		Executive Chairman, President and Chief Executive Officer


FARMLAND PARTNERS OPERATING PARTNERSHIP, LP, a Delaware limited partnership

By:	FARMLAND PARTNERS OP GP, LLC, a Delaware limited liability company

By:	FARMLAND PARTNERS INC.,
	a Maryland corporation
Its:	Sole member

By:		/s/ Paul A. Pittman
Name:		Paul A. Pittman
Title:		Executive Chairman, President and Chief Executive Officer


FP LAND LLC,
a Delaware limited liability company

By:		/s/ Paul A. Pittman
Name:		Paul A. Pittman
Title:		Manager


By:	PITTMAN HOUGH FARMS LLC,
	a Colorado limited liability company


By:		/s/ Paul A. Pittman
Name:		Paul A. Pittman
Title:		Manager

Signature Page to Merger Agreement

Schedule 4.1(b)

List of Subsidiaries/Properties

Subsidiary	Ownership Interest		Properties Owned	County, State
PH Farms LLC	100	%	Pella Bins and Tracks	McDonough, IL
			Pella Bins and Tracks Grain Storage Facility	McDonough, IL
			Kaufman	McDonough, IL
			Cleer	Fulton, IL
			Cleer Gran Storage Facility	Fulton, IL
			Big Pivot	Mason, IL
			Curless	Fulton, IL
			Pumphouse West	Schuyler, IL
			Scripps	Schuyler, IL
			Stelter	Mason, IL
			Henninger	Schuyler, IL
			John’s Shop	McDonough, IL
			Tazewell	Tazewell, IL
			Bardolph	McDonough, IL
			Symond	Mason, IL
			Pella Kelso	McDonough, IL
			Duncantown	Fulton, IL
			Dilworth	McDonough, IL
			Weber	Schuyler, IL
			Copes	Schuyler, IL
			Smith	McDonough, IL
			Busch	Mason, IL
			Pumphouse East	Schuyler, IL
			Adair FS	McDonough, IL
			Ambrose	Mason, IL
			Crabtree	Mason, IL
			Heap	McDonough, IL
			Table Grove	Fulton, IL
			McFadden MD	McDonough, IL
			Parr	Fulton, IL
			Skien	Fulton, IL
			Estep	Mason, IL
			McFadden SC	Schuyler, IL

Subsidiary	Ownership Interest		Properties Owned	County, State

Cottonwood Valley Land, LLC	100	%	Matulka	Butler, NE
			Matulka Grain Storage Facility	Butler, NE
			Stanbra/Zeller	Butler, NE
			Zeagers	Butler, NE
			Kelly	Butler, NE

Schedule 4.3

Capitalization

Owner	Ownership Interest

Pittman Hough Farms LLC	100	%

Schedule 4.11

Existing Loans

Loan	Principal Outstanding as of December 31, 2013		Interest Rate		Maturity Date
Multi-Property Loan	$	34,500,000	2.80	%	March 2016
John’s Shop	1,742,500		3.15		April 2043
Matulka and Stanbra/Zeller	1,137,388		3.25		October 2032
Zeagers	1,796,000		3.25		June 2016
Tazewell	920,441		5.25		July 2030
Merrill	787,285		4.90		December 2041
Smith	688,000		4.00		April 2018
Heap	528,748		4.95		September 2031
Trone	469,732		3.15		November 2032
Kelly	255,143		3.99		December 2027
Secured Loan(1)	240,000		3.99		December 2021
Total	$	43,065,237

(1) Loan to be repaid prior to closing.

EXHIBIT 10.14

RIGHT OF FIRST OFFER AGREEMENT

THIS RIGHT OF FIRST OFFER AGREEMENT (this “ Agreement ”) is made as of March 24, 2014 by and between Farmland Partners Operating Partnership, LP, a Delaware limited partnership (the “ Operating Partnership ”), and Pittman Hough Farms LLC, a Colorado limited liability company (the “ Offeror ”).

R E C I T A L S

WHEREAS, Farmland Partners Inc., a Maryland corporation and the sole member of the sole general partner of the Operating Partnership (the “ Company ”), and the Operating Partnership intend to engage in various related transactions (collectively, the “ IPO Transactions ”) pursuant to which, among other things, (i) the Company will effect an initial public offering of shares of its common stock, $0.01 par value per share (the “ Common Stock ”), and (ii) the Operating Partnership will acquire an indirect 100% fee simple interest in a portfolio of 38 farms and three grain storage facilities in exchange for units of limited partnership in the Operating Partnership (“ OP Units ”);

WHEREAS, Paul A. Pittman, the Executive Chairman, President and Chief Executive Officer of the Company, owns a 75% controlling interest in the Offeror;

WHEREAS, the Offeror owns 100% of the equity interests in PH Land LLC, an Illinois limited liability company (“ PH Land ”), and Cottonwood Valley Farms, LLC, a Nebraska limited liability company (“ Cottonwood Valley ” and PH Land, each a “ Property Owner ” and, collectively, the “ Property Owners ”);

WHEREAS, each Property Owner owns a 100% fee simple interest in the respective property listed next to such Property Owner’s name on Exhibit A hereto (each, a “ Property ” and, collectively, the “ Properties ”); and

WHEREAS, in order to facilitate the IPO Transactions and minimize potential conflicts of interest for the Company and the Operating Partnership with respect to the Offeror’s continuing interest in the Properties, the Offeror desires to grant to the Operating Partnership a right of first offer relating to the sale of all or any portion of the Properties or the Offeror’s direct or indirect interests therein, on the terms and subject to the conditions hereinafter set forth.

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and conditions set forth herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

ARTICLE I
DEFINITIONS

For purposes of the Agreement, the following terms have the meanings set forth below:

meanings, the terms “controlled by” and “under common control with”) as used with respect to any Person, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise.

“ Business Day ” means any day that is not a Saturday, Sunday or legal holiday in the State of New York.

“ Person ” means an individual, partnership, corporation, limited liability company, joint venture, association, trust, unincorporated organization or other entity, or a government or agency or political subdivision thereof.

“ Transfer ” means a sale, transfer, assignment, conveyance or any other disposition, whether voluntary or involuntary, by operation of law or otherwise. For purposes of this Agreement, a “Transfer” shall not include (i) a lease of all or any portion of the Properties or (ii) Transfers for estate planning purposes.

ARTICLE II
GRANT OF RIGHT OF FIRST OFFER

2.1 Grant of Right of First Offer . The Offeror hereby grants to the Operating Partnership a right of first offer to acquire all of Offeror’s direct or indirect right, title and interest in each of the Properties, on the terms and subject to the conditions set forth herein (the “ Right of First Offer ”).

2.2 Effectiveness of Right of First Offer . This Agreement and the Right of First Offer granted hereby shall become effective automatically, without further action by the Operating Partnership or the Offeror, on the date of the closing of the IPO Transactions (the “ IPO Closing ”). Notwithstanding the foregoing, in the event the IPO Closing has not occurred prior to January 1, 2015, this Agreement shall become null and void and no party shall have any liability to the other parties hereunder with respect to the transactions contemplated hereby.

2.3 Term of Right of First Offer . This Agreement and the Right of First Offer granted hereunder shall remain in effect and be binding on the Offeror and each of its successors and assigns until the earliest of (i) the date on which all of the Offeror’s direct or indirect interests in the Properties have been transferred to the Operating Partnership pursuant to this Agreement or to a third party in a manner consistent with this Agreement, (ii) the date on which Paul A. Pittman is no longer an executive officer or director of the Company and (iii) December 31, 2017 (the “ ROFO Term ”).

2.4 Consents . The consummation of the transactions contemplated by this Agreement is subject to any consents required under any unaffiliated third-party financing arrangements of the Offeror or the Property Owners and/or mortgages on the Properties, whether already or hereafter existing, and any other consents required to be obtained prior to the transfer of the Properties.

2.5 Subordination . The Right of First Offer granted by this Agreement and the rights of the Operating Partnership hereunder are and shall be subordinate to any unaffiliated third-

party financing arrangements of the Offeror or the Property Owners and/or mortgages on the Properties, whether already or hereafter existing.

2.6 Transfer to an Affiliate . Notwithstanding anything herein to the contrary, the Right of First Offer shall not apply to the Transfer of all or any portion of the Properties, or any or all of the Offeror’s direct or indirect interests in the Properties (the “ Interests ”), to an Affiliate of the Offeror; provided, however , that no such Transfer shall be permitted unless such Affiliate first executes a joinder to this Agreement, in form and substance reasonably satisfactory to the Operating Partnership, after which such Affiliate shall be deemed to be an “Offeror” hereunder.

ARTICLE III
PROCEDURES FOR RIGHT OF FIRST OFFER

3.1 Right of First Offer Notice . Subject to Section 3.2 hereof, if at any time during the ROFO Term, the Offeror intends to Transfer or offer to Transfer any of the Interests or any portion of the Properties to a Person other than an Affiliate of the Offeror (subject to Section 2.6 hereof), then the following procedures shall apply:

(a) The Offeror shall first deliver written notice (the “ ROFO Notice ”) to the Operating Partnership of the Offeror’s intention to Transfer or offer to Transfer any or all of the Interests and/or all or any portion of the Properties, which shall specify the Interests and/or the Properties being offered (the “ Offered Assets ”).

(b) The Operating Partnership shall have 30 days following the delivery of the ROFO Notice to deliver a written proposal (the “ Proposal ”) to the Offeror, which shall specify the proposed purchase price (the “ Proposed Purchase Price ”), the form of consideration and other material terms and conditions of the proposed purchase of the Offered Assets.

(c) The Offeror shall have 10 days following the delivery of the Proposal to provide written notice (the “ Offeror Election Notice ”) to the Operating Partnership of its election to either (i) sell the Offered Assets to the Operating Partnership on the terms specified in the Proposal or (ii) seek an offer to purchase the Offered Assets from one or more third-party purchasers that are not Affiliates of the Offeror (each, a “ Third Party Transferee ”). If the Offeror fails to deliver the Offeror Election Notice in accordance with the provisions of this Section 3.1(c) , then the Offeror shall be deemed to have elected not to sell the Offered Assets to the Operating Partnership on the terms specified in the Proposal.

(d) If, in accordance with the provisions of Section 3.1(c) hereof, the Offeror elects to sell the Offered Assets to the Operating Partnership, the Operating Partnership shall be obligated to purchase the Offered Assets at a closing as set forth in Article IV hereof, subject to a material adverse change not affecting the Offered Assets at or before such closing.

(e) If, in accordance with the provisions of Section 3.1(c) hereof, the Offeror elects not to sell the Offered Assets to the Operating Partnership on the terms specified in the Proposal, the Offeror may, within a period of 270 days following the delivery of the ROFO Notice (the “ Marketing Period ”), consummate the sale of the Offered Assets to one or more Third Party Transferees at a price not less than 90% of the Proposed Purchase Price and on such

other economic terms and conditions as are no more favorable to such Third Party Transferees than those specified in the Proposal.

(f) If the Operating Partnership fails to timely submit the Proposal in accordance with Section 3.1(b) hereof, the Offeror shall have the right to consummate the sale of the Offered Assets to one or more Third Party Transferees during the Marketing Period.

(g) If the Offeror does not complete the sale of the Offered Assets during the Marketing Period in accordance with the terms of this Agreement, the Offered Assets shall be deemed no longer to be Offered Assets, and no sale of the Properties or the Interests previously deemed to be Offered Assets shall be made otherwise than in accordance with the terms of this Agreement.

3.2 Public Auctions . If the Offeror intends to offer to Transfer any of the Properties pursuant to a public auction, the provisions of Section 3.1 hereof shall not apply; provided that the Offeror shall, not less than 30 days in advance of such public auction, provide written notice to the Operating Partnership of the time and place of such public auction.

3.3 Inspection and Information . At any time after the delivery of the ROFO Notice and prior to the delivery of the Offeror Election Notice, the Offeror hereby agrees to (i) use its reasonable best efforts to permit the Operating Partnership and the Operating Partnership’s agents to enter upon the Offered Assets subject to the ROFO Notice (the “ Subject Properties ”), subject to the rights of any tenants of the Subject Properties, at reasonable times to make such inspections and tests as are reasonable and customary in connection with the examination of agricultural properties, and (ii) permit the Operating Partnership and its agents to review all books, records and other documentation reasonably requested by the Operating Partnership with respect to the Subject Properties, which are in the Offeror’s possession and control or may be reasonably obtained by the Offeror. The Operating Partnership hereby agrees to repair any damage (excepting normal wear and tear) it or its agents may cause to the Subject Properties as a result of any such inspections or tests or any other related damage caused by the Operating Partnership or its agents, and further agrees to indemnify, defend and hold harmless the Offeror from and against any and all claims, losses, damages and expenses, including, without limitation, reasonable attorneys’ fees, suffered by the Offeror as a direct result of the entry by the Operating Partnership or the Operating Partnership’s agents upon, or acts upon, the Subject Properties in connection with any such inspections or tests or any other directly related damage caused by the Operating Partnership or its agents.

ARTICLE IV
CLOSING

4.1 Closing Date . The closing of a purchase of the Offered Assets (the “ Closing ”) by the Operating Partnership pursuant to Article III shall take place, subject to closing conditions set forth in a purchase and sale agreement between the Offeror and the Operating Partnership or one of its Affiliates for the sale of the Offered Assets, on a date mutually agreed upon by the Operating Partnership and the Offeror, which date shall be no later than 60 days after the date on which the Proposal was delivered to the Offeror.

4.2 Deliverables by the Offeror . At the Closing, the Offeror, members of the Offeror and/or the Property Owners (as applicable) shall acknowledge, execute, deliver and/or file (as the case may be) any and all documents, agreements and instruments reasonably necessary or appropriate to convey full right, marketable title and interest in and to the Offered Assets to be purchased by the Operating Partnership, free and clear of all liens, security interests, adverse claims or restrictions of any kind and nature (except in the case of a sale of any Property, those liens set forth on the title policy to be acquired by the Operating Partnership upon the acquisition of such Property) and shall deliver to the Operating Partnership a certificate of membership interest(s), assignment of membership interest(s) or grant deed(s), as applicable, representing the Offered Assets sold to the Operating Partnership.

ARTICLE V
MISCELLANEOUS

5.1 Amendment; Waiver . This Agreement may not be amended except by an instrument in writing signed by each of the parties hereto. No waiver of any provisions of this Agreement shall be valid unless in writing and signed by the party against whom enforcement is sought.

5.2 Entire Agreement; Counterparts; Applicable Law . This Agreement (a) constitutes the entire agreement and supersedes all prior agreements and understandings, both written and oral, between the parties with respect to the subject matter hereof, (b) may be executed in one or more counterparts, each of which will be deemed an original and all of which, including, without limitation, validity, interpretation and effect, shall constitute but one and the same instrument and (c) shall be governed in all respects, including, without limitation, validity, interpretation and effect, by the laws of the State of Colorado without giving effect to the conflict of law provisions thereof.

5.3 Severability . If any provision of this Agreement, or the application thereof, is for any reason held to any extent to be invalid or unenforceable, the remainder of this Agreement and application of such provision to other Persons or circumstances will be interpreted so as reasonably to effect the intent of the parties hereto. The parties further agree to replace such void or unenforceable provision of this Agreement with a valid and enforceable provision that will achieve, to the extent possible, the economic, business and other purposes of the void or unenforceable provision and to execute any amendment, consent or agreement deemed necessary or desirable by the Operating Partnership to effect such replacement.

5.4 Binding Effect . This Agreement shall be binding upon, and shall be enforceable by and inure to the benefit of, the parties and their respective permitted successors and permitted assigns.

5.5 Equitable Remedies . The parties hereto agree that irreparable damage would occur if any provision of this Agreement was not performed in accordance with its specific terms or was otherwise breached. It is accordingly agreed that the parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof in any federal or state court located in the State of Colorado (as to

which the parties agree to submit to jurisdiction for the purposes of such action), this being in addition to any other remedy to which they are entitled at law or in equity.

5.6 Notices . All notices and other communications under this Agreement shall be in writing and shall be deemed to have been delivered when (i) delivered personally, (ii) five Business Days after being mailed by certified mail, return receipt requested and postage prepaid, (iii) one (1) Business Day after being sent by a nationally recognized overnight courier or (iv) transmitted by facsimile if confirmed within 24 hours thereafter by a signed original sent in the manner provided in clause (i), (ii) or (iii) to the parties at the following addresses (or at such other address for a party as shall be specified by notice from such party):

(a) if to the Operating Partnership:

Farmland Partners Operating Partnership, LP

8670 Wolff Court, Suite 240

Westminster, CO 80031

Facsimile: (720) 398-3238

Attention: Paul A. Pittman

(b) if to the Offeror:

Pittman Hough Farms LLC

8670 Wolff Court, Suite 240

Westminster, CO 80031

Facsimile: (720) 398-3238

Attention: Paul A. Pittman

[Signature page follows]

IN WITNESS WHEREOF, each of the parties hereto has executed and delivered this Agreement as of the date first set forth above.

OPERATING PARTNERSHIP:

FARMLAND PARTNERS OPERATING PARTNERSHIP, LP, a Delaware limited partnership

By: FARMLAND PARTNERS OP GP, LLC, a Delaware limited liability company, its general partner


By:	FARMLAND PARTNERS INC., its
	sole member


	By:		/s/ Paul A. Pittman
	Name:		Paul A. Pittman
	Title:		Executive Chairman, President and Chief Executive Officer


OFFEROR:

PITTMAN HOUGH FARMS LLC, a Colorado limited liability company


By:		/s/ Paul A. Pittman
Name:		Paul A. Pittman
Title:		Manager

Signature Page to Right of First Offer Agreement (Pittman Hough Farms LLC)

EXHIBIT A

PROPERTIES

Property Owner	County, State	Tax PINs of Parcels	Acres
PH Land LLC	Fulton, IL	24-26-22-200-001 24-26-23-300-001 24-26-23-300-007 24-26-23-400-008 24-26-23-403-016 24-26-24-300-001 24-26-26-300-010 24-26-26-400-008 24-26-35-100-008 24-26-35-200-001 25-27-06-200-004 25-27-06-400-008 25-27-19-100-007 25-27-19-100-010 25-27-19-200-004 25-27-27-100-004 25-27-27-100-005 25-27-27-100-006 25-27-27-100-007 25-27-27-200-004 25-27-27-200-005 25-27-27-300-001 25-27-28-200-004 25-27-28-400-004 26-28-31-200-001 26-28-31-300-001 26-28-31-400-001 25-27-06-200-004 25-27-06-400-008	1,606

Cottonwood Valley Farms, LLC	Butler, NE	120043757 120043764 120043771 120043779 120043029 120039505 120044443 120044527	854

EXHIBIT 10.15

RIGHT OF FIRST OFFER AGREEMENT

THIS RIGHT OF FIRST OFFER AGREEMENT (this “ Agreement ”) is made as of March 24, 2014 by and between Farmland Partners Operating Partnership, LP, a Delaware limited partnership (the “ Operating Partnership ”), and Paul A. Pittman, an individual (the “ Offeror ”).

R E C I T A L S

WHEREAS, the Offeror is the Executive Chairman, President and Chief Executive Officer of the Company;

WHEREAS, the Offeror owns a 100% fee simple interest in the property listed on Exhibit A hereto (the “ Property ”); and

WHEREAS, in order to facilitate the IPO Transactions and minimize potential conflicts of interest for the Company and the Operating Partnership with respect to the Offeror’s continuing ownership of the Property, the Offeror desires to grant to the Operating Partnership a right of first offer relating to the sale of all or any portion of the Property, on the terms and subject to the conditions hereinafter set forth.

ARTICLE I
DEFINITIONS

For purposes of the Agreement, the following terms have the meanings set forth below:

“ Affiliate ” means, with respect to any Person, a Person that, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with the specified Person. For the purposes of this definition, “control” (including, with correlative meanings, the terms “controlled by” and “under common control with”) as used with respect to any Person, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise.

“ Business Day ” means any day that is not a Saturday, Sunday or legal holiday in the State of New York.

ARTICLE II
GRANT OF RIGHT OF FIRST OFFER

2.1 Grant of Right of First Offer . The Offeror hereby grants to the Operating Partnership a right of first offer to acquire all of Offeror’s right, title and interest in the Property, on the terms and subject to the conditions set forth herein (the “ Right of First Offer ”).

2.3 Term of Right of First Offer . This Agreement and the Right of First Offer granted hereunder shall remain in effect and be binding on the Offeror and each of his successors and assigns until the earliest of (i) the date on which all of the Offeror’s interest in the Property has been transferred to the Operating Partnership pursuant to this Agreement or to a third party in a manner consistent with this Agreement, (ii) the date on which the Offeror is no longer an executive officer or director of the Company and (iii) December 31, 2017 (the “ ROFO Term ”).

2.4 Consents . The consummation of the transactions contemplated by this Agreement is subject to any consents required under any unaffiliated third-party financing arrangements of the Offeror and/or mortgages on the Property, whether already or hereafter existing, and any other consents required to be obtained prior to the transfer of the Property.

2.5 Subordination . The Right of First Offer granted by this Agreement and the rights of the Operating Partnership hereunder are and shall be subordinate to any unaffiliated third-party financing arrangements of the Offeror and/or mortgages on the Property, whether already or hereafter existing.

2.6 Transfer to an Affiliate . Notwithstanding anything herein to the contrary, the Right of First Offer shall not apply to the Transfer of all or any portion of the Property to an Affiliate of the Offeror; provided, however , that no such Transfer shall be permitted unless such Affiliate first executes a joinder to this Agreement, in form and substance reasonably satisfactory

to the Operating Partnership, after which such Affiliate shall be deemed to be an “Offeror” hereunder.

ARTICLE III
PROCEDURES FOR RIGHT OF FIRST OFFER

3.1 Right of First Offer Notice . Subject to Section 3.2 hereof, if at any time during the ROFO Term, the Offeror intends to Transfer or offer to Transfer all or any portion of the Property to a Person other than an Affiliate of the Offeror (subject to Section 2.6 hereof), then the following procedures shall apply:

(a) The Offeror shall first deliver written notice (the “ ROFO Notice ”) to the Operating Partnership of the Offeror’s intention to Transfer or offer to Transfer all or any portion of the Property, which shall specify the portion of Property being offered (the “ Offered Property ”).

(c) The Offeror shall have 10 days following the delivery of the Proposal to provide written notice (the “ Offeror Election Notice ”) to the Operating Partnership of its election to either (i) sell the Offered Property to the Operating Partnership on the terms specified in the Proposal or (ii) seek an offer to purchase the Offered Property from one or more third-party purchasers that are not Affiliates of the Offeror (each, a “ Third Party Transferee ”). If the Offeror fails to deliver the Offeror Election Notice in accordance with the provisions of this Section 3.1(c) , then the Offeror shall be deemed to have elected not to sell the Offered Property to the Operating Partnership on the terms specified in the Proposal.

(d) If, in accordance with the provisions of Section 3.1(c) hereof, the Offeror elects to sell the Offered Property to the Operating Partnership, the Operating Partnership shall be obligated to purchase the Offered Property at a closing as set forth in Article IV hereof, subject to a material adverse change not affecting the Offered Property at or before such closing.

(e) If, in accordance with the provisions of Section 3.1(c) hereof, the Offeror elects not to sell the Offered Property to the Operating Partnership on the terms specified in the Proposal, the Offeror may, within a period of 270 days following the delivery of the ROFO Notice (the “ Marketing Period ”), consummate the sale of the Offered Property to one or more Third Party Transferees at a price not less than 90% of the Proposed Purchase Price and on such other economic terms and conditions as are no more favorable to such Third Party Transferees than those specified in the Proposal.

(f) If the Operating Partnership fails to timely submit the Proposal in accordance with Section 3.1(b) hereof, the Offeror shall have the right to consummate the sale of the Offered Property to one or more Third Party Transferees during the Marketing Period.

(g) If the Offeror does not complete the sale of the Offered Property during the Marketing Period in accordance with the terms of this Agreement, the Offered Property shall be deemed no longer to be an Offered Property, and no sale of the Property previously deemed to be an Offered Property shall be made otherwise than in accordance with the terms of this Agreement.

3.2 Public Auctions . If the Offeror intends to offer to Transfer all or any portion of the Property pursuant to a public auction, the provisions of Section 3.1 hereof shall not apply; provided that the Offeror shall, not less than 30 days in advance of such public auction, provide written notice to the Operating Partnership of the time and place of such public auction.

3.3 Inspection and Information . At any time after the delivery of the ROFO Notice and prior to the delivery of the Offeror Election Notice, the Offeror hereby agrees to (i) use its reasonable best efforts to permit the Operating Partnership and the Operating Partnership’s agents to enter upon the Offered Property subject to the ROFO Notice, subject to the rights of any tenants of the Offered Property, at reasonable times to make such inspections and tests as are reasonable and customary in connection with the examination of agricultural properties, and (ii) permit the Operating Partnership and its agents to review all books, records and other documentation reasonably requested by the Operating Partnership with respect to the Offered Property, which are in the Offeror’s possession and control or may be reasonably obtained by the Offeror. The Operating Partnership hereby agrees to repair any damage (excepting normal wear and tear) it or its agents may cause to the Offered Property as a result of any such inspections or tests or any other related damage caused by the Operating Partnership or its agents, and further agrees to indemnify, defend and hold harmless the Offeror from and against any and all claims, losses, damages and expenses, including, without limitation, reasonable attorneys’ fees, suffered by the Offeror as a direct result of the entry by the Operating Partnership or the Operating Partnership’s agents upon, or acts upon, the Offered Property in connection with any such inspections or tests or any other directly related damage caused by the Operating Partnership or its agents.

ARTICLE IV
CLOSING

4.1 Closing Date . The closing of a purchase of the Offered Property (the “ Closing ”) by the Operating Partnership pursuant to Article III shall take place, subject to closing conditions set forth in a purchase and sale agreement between the Offeror and the Operating Partnership or one of its Affiliates for the sale of the Offered Property, on a date mutually agreed upon by the Operating Partnership and the Offeror, which date shall be no later than 60 days after the date on which the Proposal was delivered to the Offeror.

4.2 Deliverables by the Offeror . At the Closing, the Offeror shall acknowledge, execute, deliver and/or file (as the case may be) any and all documents, agreements and instruments reasonably necessary or appropriate to convey full right, marketable title and interest in and to the Offered Property to be purchased by the Operating Partnership, free and clear of all liens, security interests, adverse claims or restrictions of any kind and nature (except those liens set forth on the title policy to be acquired by the Operating Partnership upon the acquisition of

such Property) and shall deliver to the Operating Partnership grant deed(s) representing the Offered Property sold to the Operating Partnership.

ARTICLE V
MISCELLANEOUS

5.4 Binding Effect . This Agreement shall be binding upon, and shall be enforceable by and inure to the benefit of, the parties and their respective permitted successors and permitted assigns.

manner provided in clause (i), (ii) or (iii) to the parties at the following addresses (or at such other address for a party as shall be specified by notice from such party):

(a) if to the Operating Partnership:

Farmland Partners Operating Partnership, LP

8670 Wolff Court, Suite 240

Westminster, CO 80031

Facsimile: (720) 398-3238

Attention: Paul A. Pittman

(b) if to the Offeror:

Paul A. Pittman

8670 Wolff Court, Suite 240

Westminster, CO 80031

Facsimile: (720) 398-3238

[Signature page follows]

IN WITNESS WHEREOF, each of the parties hereto has executed and delivered this Agreement as of the date first set forth above.

OPERATING PARTNERSHIP:

FARMLAND PARTNERS OPERATING PARTNERSHIP, LP, a Delaware limited partnership

By: FARMLAND PARTNERS OP GP, LLC, a Delaware limited liability company, its general partner

By:	FARMLAND PARTNERS INC., its
	sole member


	By:		/s/ Paul A. Pittman
	Name:		Paul A. Pittman
	Title:		Executive Chairman, President and Chief Executive Officer


OFFEROR:


By:		/s/ Paul A. Pittman
Name:		Paul A. Pittman

Signature Page to Right of First Offer Agreement (Paul A. Pittman)

EXHIBIT A

PROPERTY

County, State

Tax PINs of Parcels

Acres

Fulton, Illinois

24-26-25-400-003

24-26-36-200-003

25-27-29-300-003

25-27-29-400-007

25-27-29-400-008

25-27-30-100-005

25-27-30-100-006

25-27-30-300-001

25-27-30-300-002

25-27-30-400-003

25-27-30-400-004

25-27-32-100-004

25-27-32-100-005

25-27-32-200-009

25-27-32-200-010

25-27-32-200-011

1,260

EXHIBIT 10.16

Form of Farm Lease Agreement

This lease agreement (this “Agreement”) is made this day of , 2014, by and between , a limited liability company with principal offices at 8670 Wolff Court, Suite 240, Westminster, CO 80031 (“Landlord”), and (“Tenant”).

For and in consideration of the rent herein provided, the covenants, agreements, obligations and duties herein that are to be kept and/or performed by Tenant and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, but subject to the terms, conditions, reservations, exceptions and limitations hereinafter set forth, the parties agree to the following:

1. Description of the Leased Property. Landlord hereby leases to Tenant and Tenant hereby leases from Landlord, for the purpose of farming, the approximately acres of real property located in , , as more particularly described on Appendix A attached hereto, and made a part hereof (the “Farm”), subject to the terms and conditions set forth in this Agreement.

2. Effective Date. This Agreement shall become effective automatically, without further action by Landlord or Tenant, on the date of the closing of the initial public offering (the “IPO Closing Date”) of shares of common stock of Farmland Partners Inc., a Maryland corporation.

3. Term of Lease. The lease term shall begin on the IPO Closing Date and shall end on December 31, 201 (the “Term”). This Agreement shall be deemed to be terminated at the expiration of the Term unless renewed in writing by each of the parties hereto.

4. Rent. Tenant shall pay to Landlord rent totaling $ per year, due in full in a lump-sum payment on March 1 of each year of the Term (the “Rent”); provided, however, that the Rent for the first year of the Term shall be due no later than 10 business days after the IPO Closing Date.

5. Tenant Expenses; Taxes. In addition to the Rent, Tenant will pay all expenses (collectively, the “Tenant Expenses”) for: (a) farming (including but not limited to seed, fertilizer, labor, fuel, machinery, trucking, electricity and insurance), (b) minor maintenance on land, wells and irrigation equipment and (c) all taxes and assessments levied on Tenant’s personal property located on the Farm during the Term, and to provide to Landlord on request satisfactory evidence of such payment. Tenant shall also reimburse Landlord, no later than December 1 st each year, for all real estate taxes, assessments and levies paid by Landlord in relation to the Farm for such year, including but not limited to real property and drainage taxes (collectively, the “Taxes”).

6. Major Maintenance. Landlord shall be responsible for major maintenance expenses and capital improvements, which costs shall be incurred directly by Landlord or by Tenant and then reimbursed to Tenant by Landlord, but only with Landlord’s prior written approval.

7. Use; Improvements. Tenant shall have the right to reasonably use the Farm, and all irrigation equipment, and improvements owned by Landlord and located on the Farm as described in Appendix A , for the planting, growing and harvesting of agricultural crops and any uses incidental to the Tenant’s business and for no other purpose without the prior written consent of Landlord, which shall not be unreasonably withheld, conditioned or delayed. All irrigation equipment and improvements located on the Farm, and all water pumped or otherwise extracted from the Farm, shall be used for purposes of farming only the Farm. Tenant shall not construct any improvements on the Farm without the prior written consent of Landlord.

8. Easements. This Agreement is made by Landlord and accepted by Tenant subject to any and all valid and subsisting easements and rights-of-way affecting in any manner the Farm, which are apparent or visible on the ground or are reflected of record in the office of the County Clerk of the county in which the Farm is situated, to which reference is hereby made.

9. Condition of the Farm. TENANT HEREBY ACCEPTS THE FARM IN ITS PRESENT CONDITION, “AS IS,” “WHERE IS” AND WITH ALL FAULTS AND DEFECTS, WHETHER KNOWN OR UNKNOWN. LANDLORD HEREBY EXPRESSLY DISCLAIMS AND NEGATES ANY REPRESENTATIONS AND WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE FARM.

10. Tenant Duties and Conditions. Tenant agrees to conduct all activities authorized by this Agreement in accordance with good husbandry and reasonable farming practices of the community in which the Farm is located, and otherwise in material compliance with all applicable local, state, and federal laws, rules and regulations. In furtherance thereof, but not by way of limitation, Tenant will, at Tenant’s expense:

(a) prepare the land and plant, manage and harvest crops as agreed on in a timely fashion, as weather conditions permit;

(b) control wind and water soil erosion, control weeds and protect desirable vegetation in all areas of the Farm, including, but not limited to, providing labor and customary farm equipment for the maintenance of existing watercourses, waterways, ditches, drainage areas, terraces, tile drains, fence rows, building lots, grassed waterways, wildlife cover, shrubs and trees, and abstaining from any practice which will cause damage to the Farm;

(c) follow an agreed upon tillage program for each of the crops planted, that is in compliance with such soil conservation and surface residue requirements as prescribed by the Farm Service Agency conservation plan;

(d) maintain the Farm’s fertility by applying sufficient fertilizers, including, but not limited to, phosphorus and potassium, in amounts at least equal to Tenant’s crop removal amounts and upon request furnish to Landlord, or its agent, copies of all invoices related to such maintenance fertilizer application, accompanied by any “as applied” GPS mapping information available to Tenant;

(e) provide to Landlord, upon request, a written annual summary of crop yields, including crop insurance information showing yields, and any GPS harvest and yield mapping information available to Tenant, and a written annual summary of all pesticides used on the Farm, including the product name, amount, date of application, location of application and any available GPS “as applied” maps;

(f) obtain soil tests for all cropland at a minimum of once every four years, and upon request provide Landlord with copies of all such tests;

(g) comply with all local, state and federal regulations regarding water usage, pesticide and fertilizer application, groundwater contamination, manure disposal, and hazardous waste storage or disposal, including compliance with any related recordkeeping requirements;

(h) protect Landlord’s property rights from encroachment by any third parties and prohibit any public use of the land without the prior written consent of the Landlord; and

(i) inform Landlord within 48 hours following any damage to crops, buildings or improvements by any natural or man-made disaster.

If Tenant fails to comply with the foregoing requirements, Landlord may, after giving Tenant 10 days’ written notice of such failure, enter the Farm and take any reasonable action that Landlord deems necessary to protect Landlord’s interest in the Farm. Tenant agrees to reimburse Landlord on demand for the reasonable cost of such action.

11. Property Damage. Tenant shall be responsible for all damage to or destruction of the Farm, irrigation equipment and improvements caused by Tenant’s operations or by any act or omission of Tenant, or any person or entity authorized or permitted by Tenant to enter the Farm, or by reason of Tenant’s failure to comply with the terms of this Agreement. Tenant shall pay Landlord, from time to time upon demand by Landlord to Tenant, the actual amount of such damages incurred by Landlord. In addition to the payment of damages, Tenant shall restore the Farm, irrigation equipment and/or improvements to as near their original condition as is reasonably practicable, normal wear and tear excepted.

Tenant shall pay Landlord for any actual damages caused by or resulting from Tenant’s operations or by any act or omission of Tenant or any person or entity authorized or permitted by Tenant to enter on the Farm which result in the contamination or pollution of the Farm or any adjacent property, and Tenant shall also restore the Farm to as near the condition that the Farm was in prior to the contamination or pollution thereof as is reasonably practicable or as may be ordered or mandated by governmental authority.

12. Government Programs. The participation in any offered program of the United States Department of Agriculture (the “USDA”) or other federal, state, or county government agencies for crop production control, soil and water conservation, wildlife habitat, wetland or prairie restoration, or other purposes shall be at Landlord’s option and Tenant shall comply with all requirements of any such programs. Tenant agrees to preserve the cropland acreage bases allowed under USDA program provisions and shall not combine the Farm with another farm unit for governmental program purposes without the prior written consent of the Landlord.

13. Reimbursement of Crop Expenses. Landlord shall reimburse Tenant at the termination of this Agreement for fieldwork done and for other crop costs incurred for crops to be harvested after the termination of this Agreement. The amount of any such reimbursement will be based on current custom rates for field operations, unless other rates have been agreed upon in writing by each of the parties hereto.

14. Insurance. For the term of this Agreement, Tenant shall maintain insurance with a carrier acceptable to Landlord, insuring Tenant while performing on the Farm for the following types and in the stated amounts: (a) Crop Insurance in commercially reasonable amounts; (b) Workers’ Compensation Insurance (if applicable) in conformance with applicable law; and (c) Comprehensive General Liability with limits of not less than $1,000,000.00 per occurrence. For the insurance type in (c) above, Tenant agrees that all applicable insurance policies shall name the Landlord as an additional insured, and to give Landlord notice of any termination of coverage at least five calendar days prior to any termination. The deductible on any insurance policies listed above shall not exceed $20,000.00. The required insurance coverages are minimum insurance requirements to be maintained by Tenant hereunder and do not (and shall not be construed to) (i) void or limit the indemnity obligations or other contingent liabilities of Tenant in this Agreement, or (ii) represent in any manner a determination or recommendation of the insurance coverages that Tenant should or should not maintain for Tenant’s own protection. Such insurance coverages are herein required of Tenant, and are to be provided by Tenant, in support of such indemnity obligations and other contingent liabilities of Tenant and in recognition that Tenant is and shall be engaged in potentially dangerous activities which could cause harm to Landlord’s property. All insurance policies reflecting such coverages shall be issued by reliable insurance carriers licensed or otherwise authorized to do business in the State of [Illinois/Nebraska ] and satisfactory to Landlord. Upon request, Tenant shall furnish Landlord with certificates of insurance, endorsements or other written evidence (as Landlord may request) reflecting such insurance coverages and endorsements, but the election of Landlord not to request same shall not waive the rights of Landlord under this Agreement. Upon request, Tenant shall provide Landlord with certified, complete copies of all insurance policies reflecting coverages that Tenant is required by this Agreement to carry. Landlord shall not be responsible or liable for and is hereby released from the payment of any deductibles, co-insurance penalties, defense costs or self-insured retentions set forth in such policies.

15. Right of Entry and Inspection. Landlord may enter the Farm at any reasonable time for the purpose of consulting with Tenant, viewing the property, making repairs or improvements, or for other reasonable purposes that do not interfere with Tenant’s ability

to carry out regular farming operations. Upon properly served notice of termination of this Agreement, Landlord reserves the right to enter the Farm and perform fall tillage, seeding, fertilizing or other customary seasonal operations after Tenant has completed the harvesting of crops.

16. Mechanics’ Liens. Tenant shall keep the Farm free from liens arising from work performed for, materials furnished to, and obligations incurred by Tenant.

17. Transfer of Interest. Tenant agrees neither to lease or sublet any part of the Farm nor to assign this Agreement, in whole or in part, directly or indirectly, nor to sublease any or all of the property described herein, without, in each case, the prior written consent of Landlord. This Agreement shall be binding upon the heirs, assignees, or successors in interest of both parties. If Landlord should sell or otherwise transfer title to the Farm, Landlord will do so subject to the provisions of this Agreement.

18. Default; Remedies. If Tenant fails to pay Rent when due, fails to perform any of its obligations under this Agreement, or otherwise shall be in breach of this Agreement, Landlord shall have the right to immediately terminate this Agreement, and to immediately remove Tenant from possession of the Farm, in addition to any other remedies and damage recovery it might be entitled to at law or in equity and notwithstanding, and as a waiver and bar to, any defenses to which Tenant may be entitled at law or in equity.

19. Changes in Lease Terms. The conduct, representation, or statement of either party, by act or omission, shall not be construed as an alteration of this Agreement until such provision is reduced to writing and executed by both parties as an addendum or amendment to this Agreement.

20. Notices. Any notice, demand or communication required or permitted to be given by any provision of this Agreement will be in writing and will be deemed to have been given when delivered personally, by fax or electronic mail (with a confirming copy sent within one business day by any other means described in this paragraph), to the party designated to receive such notice, or on the date following the day sent by a nationally recognized overnight courier, or on the third business day after the same is sent by certified mail, return receipt requested.

21. Indemnity. TENANT AGREES TO INDEMNIFY, DEFEND, PROTECT AND HOLD LANDLORD HARMLESS OF AND FROM ANY AND ALL CLAIMS, DEMANDS, COSTS (INCLUDING BUT NOT LIMITED TO ATTORNEY AND EXPERT FEES), EXPENSES, DAMAGES, LOSSES, CAUSES OF ACTION OR SUITS FOR DAMAGES ARISING OUT OF INJURY TO PERSONS (INCLUDING DEATH) AND INJURY OR DAMAGE TO OR LOSS OF ANY PROPERTY OR IMPROVEMENTS CAUSED BY THE NEGLIGENCE, GROSS NEGLIGENCE, NEGLIGENCE PER SE, STRICT LIABILITY, OR ANY OTHER TORTIOUS ACT OR OMISSION AND/OR BREACH OF CONTRACT BY TENANT, ITS AGENTS, EMPLOYEES, SERVANTS, CONTRACTORS OR ANY PERSON ACTING UNDER ITS DIRECTION OR CONTROL. FURTHER, LANDLORD SHALL NEVER BE LIABLE FOR ANY CLAIMS, DEMANDS,

COSTS, EXPENSES, DAMAGES, LOSSES, CAUSES OF ACTION OR SUITS FOR DAMAGES BECAUSE OF INJURY TO PERSONS OR PROPERTY ARISING OUT OF THE NEGLIGENCE, GROSS NEGLIGENCE, NEGLIGENCE PER SE, STRICT LIABILITY OR ANY OTHER TORTIOUS ACTS OR OMISSIONS AND/OR BREACH OF CONTRACT BY TENANT, ITS AGENTS, EMPLOYEES, SERVANTS, CONTRACTORS OR ANY PERSON ACTING UNDER ITS DIRECTION AND CONTROL ON THE FARM. IN THE EVENT LANDLORD SHALL RESORT TO A COURT OF LAW OR TO ARBITRATION OR MEDIATION TO ENFORCE OR INTERPRET ANY PROVISION, COVENANT, CONDITION, DUTY, OBLIGATION OR COMMITMENT, WHETHER EXPRESSED OR IMPLIED, ARISING OUT OF THIS AGREEMENT, THEN TENANT SHALL REIMBURSE LANDLORD FOR ALL DAMAGES, LOSSES, COSTS, FEES AND EXPENSES, INCLUDING REASONABLE ATTORNEYS’ FEES AND EXPERT WITNESS FEES, INCURRED IN SUCH SUIT, ARBITRATION OR MEDIATION.

22. Reserved Minerals. There is excepted from this Agreement, and Landlord hereby reserves unto Landlord and Landlord’s successors and assigns, all oil, gas and other minerals of every kind, in, on and under, and that may be produced from, the Farm (“Reserved Minerals”). There is excepted from this Agreement, and Landlord hereby reserves unto Landlord and Landlord’s successors and assigns, the following: (a) use and possession of the surface of the Farm, including the right of ingress to and egress from the Farm, for the purpose of exploring, prospecting, drilling, mining (including open-pit mining), excavating, developing and operating the Farm for Reserved Minerals and producing, storing, treating, processing and removing Reserved Minerals from the Farm; (b) the right to drill, complete and produce water wells on the Farm for the purpose of obtaining and using underground fresh water in connection with the exploration, prospecting, drilling, mining, excavation, development and operation of the Farm for Reserved Minerals and in the production and removal of Reserved Minerals therefrom; (c) the right to drill, complete and use water and waste injection wells on the Farm for the purpose of disposing of fresh water, saltwater and other extraneous substances as may be encountered in the search for and production of Reserved Minerals; (d) the equal and concurrent right to use, at Landlord’s risk, any roads hereafter constructed by Tenant on the Farm for the purposes specified above in this paragraph; and (e) the right to execute leases for the exploration, development and production of the Reserved Minerals. Landlord agrees to reimburse Tenant for any actual damage Tenant may suffer for crops destroyed by the activities referred to in the preceding sentence and to release Tenant from obligation to continue farming the Farm when development of Reserved Minerals interferes materially with Tenant’s opportunity to make a satisfactory return.

23. Holding Over. If Tenant continues to occupy the Farm after the expiration or other termination of the Term, such holding over will, unless otherwise agreed by Landlord in writing, constitute a tenancy at will at a daily rental rate of $500 per day. The parties expressly agree that any amounts received by Landlord from Tenant due to Tenant’s holding over are independent of any other damages, whether consequential or liquidated, that Landlord may receive as part of Tenant’s holding over.

24. Bankruptcy. Each term, covenant and condition contained in this Agreement constitutes a vital and integral part of this Agreement, has been agreed to by Tenant to induce Landlord to enter into this Agreement with Tenant, and constitutes a valuable consideration for Landlord to execute and deliver this Agreement to Tenant, without any of which Landlord would not have executed and delivered this Agreement to Tenant. In the event that Tenant should file for voluntary bankruptcy or insolvency or for reorganization, or should some third party force Tenant into involuntary bankruptcy or insolvency for the benefit of creditors in any court pursuant to any statute of the United States or any State, or should Tenant enter into an agreement with creditors for the appointment of a receiver or trustee, covering all or a portion of Tenant’s interest in the Farm, then upon the occurrence of any of the above events, Landlord may, by giving 10 days’ written notice to Tenant, terminate this Agreement and, in the event that all Rent has not been paid in accordance with Section 4 of this Agreement, forfeit Tenant’s interest in any and all crops then growing on the Farm. Such termination and forfeiture of this Agreement shall not relieve Tenant of any obligations and duties that Tenant owed or had yet to perform under this Agreement at the time of such termination and forfeiture, including the obligation to pay rent (together with interest thereon) to Landlord due prior to such cancellation and termination. Nothing herein shall be deemed an election of remedies or a waiver of any other rights or remedies available at law or in equity.

25. Severability. If any provision of this Agreement is determined by a court having lawful jurisdiction to be illegal, invalid or unenforceable under any present or future law, the remainder of this Agreement will not be affected thereby. It is the intention of the parties that if any provision of this Agreement is so held to be illegal, invalid or unenforceable, there will be added in lieu thereof a provision as similar in terms to such provision as is possible that is legal, valid and enforceable.

26. No Partnership. It is understood and agreed that this Agreement shall not be deemed to be nor intended to give rise to a partnership relationship.

27. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of [Illinois/Nebraska], without regard to its conflict of laws rules.

28. Time. Time is of the essence in this Agreement.

29. Headings and Gender. The headings and captions used in this Agreement are for convenience only and shall not in any way affect the meaning or interpretation of this Agreement. Pronouns in masculine, feminine and neuter genders shall be construed to include any other gender, and words in the singular form shall be construed to include the plural and vice versa, unless the context otherwise requires.

30. Entire Agreement. Except for any implied covenants, conditions or duties imposed upon Tenant by law, this Agreement constitutes the entire agreement between Landlord and Tenant relating to the Farm and supersedes any and all prior proposals, agreements, representations and understandings, whether written or oral, relating to the Farm.

31. Lease Memorandum. Landlord and Tenant have executed an instrument of even date herewith entitled “Memorandum of Farm Lease,” which refers to the existence of this

Agreement. The referenced Memorandum may, but is not required to, be filed of record in the County in which the Farm is located in lieu of this Agreement. In the event any term or provision of the referenced Memorandum is in conflict or inconsistent with any term or provision of this Agreement, the terms and provisions of this Agreement shall prevail and control to the extent of such conflict or inconsistency.

32. Agreement. It is further understood that both parties have read the terms and provisions of this Agreement and have agreed to abide by the terms and provisions herein.

[NO FURTHER TEXT ON THIS PAGE]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their duly authorized representatives, all as of the day and year first written above.

Landlord:		Tenant:

Appendix A

Description of the Farm

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Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the use in this Registration Statement on Form S-11 of Farmland Partners Inc. of our report dated February 12, 2014 relating to the financial statements of Farmland Partners Inc. We also consent to the inclusion of our reports dated February 12, 2014 relating to the financial statements and financial statement schedule of FP Land LLC, and the financial statements of Astoria Farms, which appear in such Registration Statement. We also consent to the reference to us under the heading "Experts" in such Registration Statement.

/s/ PricewaterhouseCoopers LLP
Denver, Colorado
March 24, 2014

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Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM