Exhibit 10.1

FARMER MAC MORTGAGE SECURITIES CORPORATION
as Bond Purchaser

FARMLAND PARTNERS OPERATING PARTNERSHIP, LP
as Issuer

FARMLAND PARTNERS INC.

as Issuer’s Consolidated Parent Company

FEDERAL AGRICULTURAL MORTGAGE CORPORATION
as Guarantor

AMENDED AND RESTATED
AGVANTAGE ®  BOND PURCHASE AGREEMENT

Dated as of March 1, 2015

TABLE OF CONTENTS

Schedule I — Addresses for Notices

Schedule II — Form of Pricing Agreement

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

Annex B — Reserved

Annex C — Officers’ Certificate

Annex D — Listing of Contributed Assets

Annex E — REIT’s Officers’ Certificate

AMENDED AND RESTATED
AGVANTAGE BOND PURCHASE AGREEMENT

AMENDED AND RESTATED AGVANTAGE BOND PURCHASE AGREEMENT, dated as of March 1, 2015, among FARMER MAC MORTGAGE SECURITIES CORPORATION (the “ Purchaser ”), a wholly owned subsidiary of FEDERAL AGRICULTURAL MORTGAGE CORPORATION, a federally-chartered instrumentality of the United States and an institution of the Farm Credit System (“ Farmer Mac ” or the “ Guarantor ”); FARMLAND PARTNERS OPERATING PARTNERSHIP, LP, a Delaware limited partnership (“ Issuer ”); FARMLAND PARTNERS INC., a Maryland corporation, and the consolidated parent company of Issuer (the “ REIT ”); and Farmer Mac, as Guarantor.

RECITALS

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

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

WHEREAS, the REIT believes it to be in the best interests of its wholly owned subsidiary, Issuer, to issue and sell AgVantage Bonds to obtain funding from Farmer Mac, which would also benefit the REIT;

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

WHEREAS, Farmer Mac, the Purchaser, Issuer and the REIT previously entered into an AgVantage Bond Purchase Agreement dated August 22, 2014, as amended by Amendment No. 1 dated October 13, 2014 and Amendment No. 2 dated December 22, 2014 (collectively, the “ Existing Agreement ”), pursuant to which Issuer sold AgVantage Bonds to the Purchaser; and

WHEREAS, Farmer Mac, the Purchaser, Issuer and the REIT desire to combine, amend and restate the Existing Agreement and the Amendment in this Amended and Restated AgVantage Bond Purchase Agreement effective as of March 1, 2015 to govern all aspects of the terms and conditions governing the rights and obligations of parties with respect to all AgVantage Bonds issued by Issuer in the future from time to time under this Amended and Restated AgVantage Bond Purchase Agreement.

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

ARTICLE I

DEFINITIONS

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

“ Accumulated Depreciation and Amortization ” shall be the accumulated depreciation and amortization of the REIT, as of the end of each Fiscal Quarter or the Fiscal Year, as applicable, as presented in the Financial Statements.

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

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

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

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

“ Borrower ” means a limited liability company or other entity organized and domiciled under the laws of any state in the United States of America that is principally-owned by Issuer and that owns the agricultural real estate securing one or more Qualified Loans.

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

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

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

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

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

“ Contributed Asset Agreed Value ” means $71,677,570, which is the appraised value of the Contributed Assets, as agreed upon hereby by each of the parties to this Agreement; provided, however , that in the event that any Contributed Asset is sold in whole or in part by the REIT or the Issuer to a third party, then the Contributed Asset Agreed Value shall be adjusted downward (i) if such Contributed Asset is sold in whole, by the full amount of the appraised

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value of such Contributed Asset, as set forth on Annex D, or (ii) if such Contributed Asset is sold in part, by a pro-rated amount of the appraised value for such Contributed Asset, as is reasonably agreed upon by the parties hereto, with such pro-rated amount based upon factors including, but not limited to, the appraisal of such Contributed Asset, the amount and type of acreage of the Contributed Asset sold, and the tillable acreage of such Contributed Asset.

“ Contributed Assets ” means the assets of the REIT contributed to Issuer at the time of the REIT’s initial public offering on April 16, 2014 that are listed on Annex D.

“ Contributed Asset Value Difference ” means initially$33,322,146, which is the difference between the Historical Cost of the Contributed Assets and the Contributed Asset Agreed Value; provided, however , that in the event that any Contributed Asset is sold in whole or in part by the REIT or the Issuer to a third party, then the Contributed Asset Value Difference shall mean the difference between the Historical Cost of the Contributed Asset and the Contributed Asset Agreed Value for such Contributed Asset, each as adjusted downward as described herein.

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

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

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

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

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

“ Final Issuance Date ” means the earlier of:  (a) two years from the date on which an issuance of AgVantage Bonds is first issued hereunder; and (b) such date as Farmer Mac, in its sole discretion, determines that a material adverse change has occurred in the financial condition or business of Issuer or the REIT since the end of the REIT’s most recently completed Fiscal Year for which audited Financial Statements are available and have been provided to

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Farmer Mac and which has not been set forth in documents, certificates or financial information furnished to Farmer Mac as of the date hereof.

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

“ Financial Covenants ” has the meaning given to that term in Section 5.03.

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

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

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

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

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

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

“ Historical Cost of the Contributed Assets ” means $38,355,424; provided, however , that in the event that any Contributed Asset is sold in whole or in part by the REIT or the Issuer to a third party, then the Historical Cost of the Contributed Assets shall be adjusted

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downward (i) if such Contributed Asset is sold in whole, by the full amount of the historical cost of such Contributed Asset, as set forth on Annex D, or (ii) if such Contributed Asset is sold in part, by a pro-rated amount of the historical cost for such Contributed Asset, as is reasonably agreed upon by the parties hereto, with such pro-rated amount based upon factors including, but not limited to, the total historical cost of such Contributed Asset, the amount and type of acreage of the Contributed Asset sold, and the tillable acreage of such Contributed Asset.

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

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

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

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

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

“ Minimum Tangible Net Worth ” shall be calculated pursuant to the following formula, with all measures set forth below that are presented in the Financial Statements to be as of the end of the second Fiscal Quarter of the 2014 Fiscal Year:

0.8 * (Stockholders’ Equity + Contributed Asset Value Difference + Accumulated Depreciation and Amortization — Intangible Asset Value + Equity Offering Proceeds)

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

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

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

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

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

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

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

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

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

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

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

(Stockholders’ Equity + Contributed Asset Value Difference + Accumulated Depreciation and Amortization — Intangible Asset Value)

“ Total Assets ” means the sum of (a) the Contributed Asset Value Difference and (b) the total assets as of the end of each Fiscal Quarter or the Fiscal Year, as applicable, as presented in the Financial Statements; provided, however , that in the event that the REIT no longer records the Contributed Assets on a historical cost basis, then Farmer Mac, in its sole discretion, may determine that clause (a) shall no longer be included in the calculation of Total Assets.

“ Total Debt ” means the total debt of the REIT as of the end of each Fiscal Quarter or the Fiscal Year, as applicable, as presented in the Financial Statements.

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

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headings of the various articles and sections of this Agreement were formulated and inserted for convenience only and shall not be deemed to affect the meaning or construction of the provisions hereof.

ARTICLE II

PURCHASE OF BONDS

SECTION 2.01.            Purchase of Bonds; Minimum Denominations .  The Purchaser agrees to purchase Bonds, at 100% of their principal amount, from time to time before the Final Issuance Date, as requested by Issuer by written notice (each, a “ Notice of Requested Borrowing ”) and approved by Farmer Mac in an aggregate principal amount, for all Bonds outstanding hereunder at any one time, not in excess of $150,000,000, subject to satisfaction of the conditions set forth herein and agreement between the parties hereto as to the terms of the applicable Pricing Agreement.  Issuer may borrow, repay (subject to the terms of the applicable Bonds being repaid) and reborrow funds at any time or from time to time up to, but not including, the Final Issuance Date; provided that Issuer shall not be eligible to borrow funds under this Agreement at any time that Farmer Mac has determined that there has been a material adverse change in the financial condition or business of Issuer or the REIT.  Each advance under this Agreement shall be disbursed in a minimum amount of $1 million and additional increments of $50,000 or such other amounts as agreed to in the applicable Pricing Agreement.  Each Bond shall price, close and fund at times mutually agreeable to the parties hereto, subject to satisfaction of the conditions set forth herein and in accordance with the procedures set forth in Section 2.02(c) hereof, unless otherwise agreed by the parties hereto and set forth in the applicable Pricing Agreement.  No Bond will be purchased without the signature of Issuer on such Bond, and each Bond purchased hereunder shall be the obligation of Issuer.

SECTION 2.02.            Interest Rates and Payment .

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

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

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

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

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

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

ARTICLE III

CONDITIONS PRECEDENT

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

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

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

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

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

(e)  No Material Adverse Change .  Issuer and the REIT shall have certified to Farmer Mac (in the manner specified in paragraph (i) of this Section 3.01), and Farmer Mac shall be satisfied, that no material adverse change shall have occurred in the financial condition or business of Issuer or the REIT between the end of the REIT’s most recently completed Fiscal Year for which audited Financial Statements are available and have been provided to Farmer Mac and the date of the purchase of such Bond, which has not been set forth in documents, certificates or financial information furnished to Farmer Mac or publicly filed.

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

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

(h)  Compliance with Financial Covenants .  The REIT shall have certified to Farmer Mac and Farmer Mac shall be satisfied that the REIT is in compliance with all Financial Covenants contained herein.

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

SECTION 3.02.            Certificate of Pledged Collateral .  No later than three Business Days after each advance hereunder, Issuer shall provide to Farmer Mac and the Collateral Agent (if not Farmer Mac) a copy of a Certificate of Pledged Collateral.  The

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Certificate of Pledged Collateral will be dated not earlier than the last day of the immediately preceding calendar month, or a more recent date, at Issuer’s option, in accordance with the terms of the Pledge Agreement.

ARTICLE IV

REPORTING REQUIREMENTS

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

(a)  the Financial Statements for such Fiscal Year;

(b)  a Certificate of Pledged Collateral;

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

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

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

SECTION 4.02.            Additional Reporting Requirements .  So long as any Bonds remain outstanding, Issuer or the REIT, as applicable, shall provide to Farmer Mac, not more than thirty-five (35) Business Days following the end of each of Issuer’s calendar quarters, (i) a report in a format reasonably acceptable to Farmer Mac that identifies each Qualified Loan that constitutes Qualified Collateral, and such other information concerning Issuer, the REIT, the Borrowers, or the Qualified Collateral as is reasonably requested by Farmer Mac, and (ii) notification of and information reasonably requested by Farmer Mac regarding the sale, in whole or in part, of any Contributed Asset that occurs during the Issuer’s prior calendar quarter.  So long as any Bonds remain outstanding, the REIT shall also provide to Farmer Mac, not more than forty-five (45) calendar days following the end of each of the REIT’s Fiscal Quarters, a certification, substantially in the form of Annex E, certifying that the REIT is in compliance with the applicable Financial Covenants contained herein as of the end of the most recently ended Fiscal Quarter.

SECTION 4.03.            Default Notices .  If an action, occurrence or event shall happen that is, or with notice and the passage of time would become, an Event of Default, Issuer shall deliver a notice of such action, occurrence or event to Farmer Mac before 4:00 p.m. (District of Columbia time) on the Business Day following the date Issuer becomes aware of such action, occurrence or event, and, if such Event of Default should occur, shall submit to

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Farmer Mac, within five days thereafter, a report setting forth its views as to the reasons for the Event of Default, the anticipated duration of the Event of Default and what corrective actions Issuer is taking to cure such Event of Default.

ARTICLE V

REPRESENTATIONS AND COVENANTS OF THE PARTIES

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

(a)  it has all necessary authority and has taken all necessary corporate action, and obtained all necessary approvals, in order for it to execute and deliver all Bond Documents to which it is a party and for its obligations and agreements under the Bond Documents to constitute valid and binding obligations of Farmer Mac and the Purchaser; and in particular the terms of the transaction, and the actions taken by Farmer Mac and the Purchaser, are in compliance with and in satisfaction of the requirements of the Farm Credit Administration, as amended, or waived by the Farm Credit Administration, and no approval, consent, or authorization is required to be obtained or given, as the case may be, with, from or by the Farm Credit Administration or any other regulatory agency having jurisdiction over Farmer Mac to authorize the execution and delivery by Farmer Mac of this Agreement, any of the other Bond Documents or the applicable Pricing Agreement; and

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

SECTION 5.02.            Representations of Issuer and the REIT .   Issuer and the REIT, as applicable, hereby represent to Farmer Mac and the Purchaser that on the date hereof and on each date on which the Purchaser purchases a Bond from Issuer:

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

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

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

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

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

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

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

(h)  Issuer has the appropriate expertise, experience and qualifications to make agricultural mortgage loans similar to the mortgage loans (to the Borrowers) contemplated hereby;

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

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

SECTION 5.03.            Covenants of the REIT .  The REIT hereby covenants that, on the date hereof, on each date on which the Purchaser purchases a Bond from Issuer, and as of the end of each Fiscal Quarter following the date hereof (except that the covenant set forth in subsection (b) will become effective and the REIT must begin to comply with the covenant set forth in subsection (b) as of the end of the second Fiscal Quarter of the 2015 Fiscal Year), the REIT is in compliance with the following covenants (collectively, the “Financial Covenants”):

(a)  the Leverage Ratio of the REIT shall not be more than sixty percent (60%);

(b)  the Fixed Charge Coverage Ratio of the REIT shall be at least 1.5; and

(c)  the Tangible Net Worth of the REIT shall be at least equal to or greater than the Minimum Tangible Net Worth; provided, however , that this

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Financial Covenant shall not restrict the REIT from making the minimum dividend payments required to maintain its status as a real estate investment trust and in such case, shall not be deemed a violation of this Financial Covenant.

ARTICLE VI

SECURITY AND COLLATERAL

SECTION 6.01.            Security and Collateral .

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

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

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

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

ARTICLE VII

EVENTS OF DEFAULT

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

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

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

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

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

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

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

SECTION 7.02.            Acceleration .  Upon the occurrence, and during the continuance, of an Event of Default, Farmer Mac may, upon written notice to that effect to Issuer, declare the entire principal amount of, and accrued interest on, the Bonds at the time outstanding to be immediately due and payable.

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

ARTICLE VIII

MISCELLANEOUS

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

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

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

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

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

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SECTION 8.06.            Amendments and Waivers .

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

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

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

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

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

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

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ARTICLE IX

GUARANTEE

SECTION 9.01.            Guarantee .

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

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

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

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

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

(f)  The guarantee shall be governed by, and construed in accordance with, Federal law.  To the extent Federal law incorporates state law, that state law shall

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be the laws of the State of New York applicable to contracts made and performed therein.

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

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

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

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

[SIGNATURE PAGE FOLLOWS]

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

SCHEDULE I
TO
BOND PURCHASE AGREEMENT

Addresses for Notices

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

If to the Purchaser or Farmer Mac:

Federal Agricultural Mortgage Corporation
1999 K Street, NW 4 th  Floor
Washington, DC 20006
Fax:  202-872-7713
Attention of: Chief Financial Officer

With a copy to:

Federal Agricultural Mortgage Corporation
1999 K Street, NW 4 th  Floor
Washington, DC 20006
Fax:  202-872-7713
Attention of: Capital Markets Group

With a copy also to:

Federal Agricultural Mortgage Corporation
1999 K Street, NW 4 th  Floor
Washington, DC 20006
Fax:  202-872-7713
Attention of: General Counsel

If to Issuer or the REIT:

Farmland Partners Inc.

8670 Wolff Court, #240

Westminster, CO 80031

Attention of: Chief Financial Officer

With a copy to:

Morrison & Foerster

250 West 55 th  Street

New York, NY 10019

Attention of: Christopher Delson, Esq.

SCHEDULE II

TO

AGVANTAGE BOND PURCHASE AGREEMENT

FORM OF PRICING AGREEMENT

The Federal Agricultural Mortgage Corporation, a federally chartered instrumentality of the United States and an institution of the Farm Credit System (“Farmer Mac”), Farmer Mac Mortgage Securities Corporation, a wholly owned subsidiary of Farmer Mac (the “Purchaser”), Farmland Partners Operating Partnership, LP, a Delaware limited partnership (“Issuer”), and Farmland Partners Inc., a Maryland corporation and the parent company of Issuer (the “REIT”), agree that, on                    , 20     (the “Closing Date”), the Purchaser will purchase from Issuer and Issuer will sell to the Purchaser $                                 aggregate principal amount of [Fixed Rate] [Floating Rate] AgVantage Bonds (the “Bonds”) with the following terms:

Bond Interest Rate:

[ Initial Bond Interest Rate:                        ]

[Floating Rate Index:                        ]

[ Interest Rate Margin:                        ]

[Interest Rate Reset Dates:                        ]

Interest Payment Dates:

Interest Periods:

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

[Scheduled call dates:                                     ]

Maturity Date:

The Bonds shall be obligations of Issuer.  The issuance and sale of the Bonds by Issuer to the Purchaser shall occur under the terms and conditions of the Amended and Restated AgVantage Bond Purchase Agreement, dated as of March 1, 2015, among Farmer Mac, the Purchaser, Issuer and the REIT (the “Bond Purchase Agreement”).  All of the provisions contained in the Bond Purchase Agreement are hereby incorporated by reference in their entirety and shall be deemed to be a part of this Pricing Agreement to the same extent as if such provisions had been set forth in full herein.  Capitalized terms used herein and not defined herein shall have the meanings given to those terms in the Bond Purchase Agreement.  This Pricing Agreement may be executed in two or more counterparts.

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

Agreed to this      day of               , 20    .

[FORM OF BOND]

FARMLAND PARTNERS OPERATING PARTNERSHIP, LP

% Fixed Rate Senior AgVantage Bond due

, 20      

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

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

This Bond is issued pursuant to an Amended and Restated AgVantage Bond Purchase Agreement, dated as of March 1, 2015, as well as the Pricing Agreement for $                     Fixed Rate Bonds dated as of                  , 20     (together, as from time to time amended, the “ Bond Purchase Agreement ”), among the Issuer, the REIT, the Purchaser and Federal Agricultural Mortgage Corporation (“ Farmer Mac ”), and is entitled to the benefits thereof.  This Bond is also entitled to the benefits of the Amended and Restated Pledge and Security Agreement, dated as of March 1, 2015, among the Issuer, the REIT, the Purchaser, Farmer Mac and the Collateral Agent named therein.

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

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

[This Bond may not be prepaid at any time.][This Bond may not be prepaid prior to                          , 20    .  On or after                                , 20     this Bond may be prepaid at any time, in whole [only] [or in part], at the option of Issuer, according to the terms of the Bond Purchase Agreement and provided that, if such optional prepayment is made on a date other than

an Interest Payment Date, accrued interest on the principal amount hereof that is being prepaid shall be payable through and excluding the date such optional prepayment is made.][This Bond is prepayable at any time by Issuer, in whole [only] [or in part] at the option of Issuer on the terms set forth in the Bond Purchase Agreement.]

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

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

ANNEX B

[Reserved]

ANNEX C

FORM OF OFFICERS’ CERTIFICATE

Officers’ Certificate

TO:                                                                            Federal Agricultural Mortgage Corporation

We,                                   , and                                 ,                                           , of Farmland Partners Inc. (the “REIT”) and of Farmland Partners Operating Partnership, LP, (“ Issuer ”), pursuant to the Amended and Restated AgVantage Bond Purchase Agreement dated as of March 1, 2015, among Issuer, the REIT, Farmer Mac Mortgage Securities Corporation, and Federal Agricultural Mortgage Corporation (the “ Bond Purchase Agreement ”), hereby certify on behalf of Issuer and the REIT, as applicable, that as at the date hereof:

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

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

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

(4)           no Event of Default exists; and

(5)           the REIT is in compliance with all Financial Covenants contained in Section 5.03 of the Bond Purchase Agreement, [except for the Financial Covenant set forth in Section 5.03(b), which shall not be effective until the second Fiscal Quarter of the 2015 Fiscal Year].

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

DATED as of this            day of                             ,                   .

Exhibit 10.2

AMENDED AND RESTATED
PLEDGE AND SECURITY AGREEMENT

among

FARMLAND PARTNERS OPERATING PARTNERSHIP, LP,
as Grantor

FARMLAND PARTNERS INC.,
as Performance Guarantor

FARMER MAC MORTGAGE SECURITIES CORPORATION,
as Purchaser,

and

FEDERAL AGRICULTURAL MORTGAGE CORPORATION,
as Collateral Agent and Bond Guarantor,

Dated as of March 1, 2015

TABLE OF CONTENTS

SCHEDULE I

SCHEDULE II

EXHIBIT A

EXHIBIT B

ii

THIS AMENDED AND RESTATED PLEDGE AND SECURITY AGREEMENT effective as of March 1, 2015 (this “ Agreement ”), between Farmland Partners Operating Partnership, LP (including its successors and permitted assigns, the “ Grantor ”), Farmland Partners Inc. (including its successors and permitted assigns, the “ Performance Guarantor ”), Farmer Mac Mortgage Securities Corporation (including its successors and permitted assigns, the “ Purchaser ”), which is a wholly-owned subsidiary of the Federal Agricultural Mortgage Corporation, a federally chartered instrumentality of the United States (“ Farmer Mac ”), and Farmer Mac, as Collateral Agent and Bond Guarantor, for the benefit of the AgVantage Bond Holders.

W I T N E S S E T H

WHEREAS, the Grantor may from time to time issue one or more secured debt obligations (the “ AgVantage Bonds ”) to the Purchaser, and the Purchaser may purchase such AgVantage Bonds, all upon the terms and subject to the conditions set forth in the Bond Purchase Agreement; and

WHEREAS, the Grantor desires to grant to the Collateral Agent, for the benefit of the Control Party, a security interest in the collateral hereinafter described as security for the obligations of the Grantor under the AgVantage Bonds issued pursuant to the Bond Purchase Agreement;

WHEREAS, the transactions contemplated herein and in the Bond Purchase Agreement are in the interest of the Performance Guarantor, as the consolidated parent company of the Grantor, and who in consideration therefor shall guarantee the Grantor’s performance hereunder;

WHEREAS, Farmer Mac, the Purchaser, the Grantor and the Performance Guarantor previously entered into a Pledge and Security Agreement dated August 22, 2014 (the “ Existing Agreement ”), pursuant to which Grantor granted to the Collateral Agent, for the benefit of the Control Party, a security interest in the collateral hereinafter described as security for the obligations of the Grantor under the AgVantage Bonds issued pursuant to that certain AgVantage Bond Purchase Agreement dated August 22, 2014; and

WHEREAS, Farmer Mac, the Purchaser, the Grantor and the Performance Guarantor desire to combine, amend and restate the Existing Agreement in this Amended and Restated Pledge and Security Agreement effective as of March 1, 2015 to govern all aspects of the terms and conditions governing the rights and obligations of parties with respect to the security interest granted by the Grantor to the Collateral Agent, for the benefit of the Control Party, in the collateral hereinafter described as security for the obligations of the Grantor under AgVantage Bonds issued pursuant to that certain Amended and Restated AgVantage Bond Purchase Agreement dated March 1, 2015.

NOW THEREFORE, for valuable consideration and intending to be legally bound, the Grantor and the Collateral Agent do hereby agree as follows.

ARTICLE 1
DEFINITIONS; INTERPRETATIONS

SECTION 1.1  Certain Terms Defined .

In this Agreement, the following terms shall have the meanings specified in this Section for all purposes of this Agreement, unless otherwise expressly provided.

“ AgVantage Bond ” has the meaning set forth in the first recital to this Agreement.

“ AgVantage Bond Balance ” means the outstanding balance of all the AgVantage Bonds issued pursuant to the Bond Purchase Agreement from time to time.

“AgVantage Bond Documents ” has the meaning set forth in Section 5.1.

“ AgVantage Bond Holder ” means the holders from time to time of any AgVantage Bonds issued pursuant to the Bond Purchase Agreement, which initially shall be Farmer Mac Mortgage Securities Corporation as Purchaser.

“ AgVantage Bond Resolutions ” has the meaning set forth in Section 6.1(a)(i).

“ Agreement ” means this instrument as originally executed and delivered and as the same may be amended, supplemented, modified, restated or replaced from time to time.

“ AMBS ” means securities representing interests solely in, or obligations fully backed by, pools of Qualified Loans.

“ Appraised Value ” means with respect to any agricultural real estate securing the Qualified Collateral, the most recent appraised value of such agricultural real estate; provided , that the related appraisal was performed by a licensed and certified, independent appraiser, excludes all Tenant Improvements, and is reasonably acceptable to Farmer Mac in form and substance.

“Bond Guarantor” means Farmer Mac.

“ Bond Guarantor Default ” means a default by the Bond Guarantor that is existing and continuing with respect to an AgVantage Bond under its obligations pursuant to the Bond Purchase Agreement.

“ Bond Purchase Agreement ” means the Amended and Restated AgVantage Bond Purchase Agreement dated March 1, 2015 among the Grantor, the Performance Guarantor, the Purchaser and Farmer Mac, as the same may be amended from time to time in accordance with the terms thereof.

“ Borrower ” has the meaning set forth in the Bond Purchase Agreement.

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“ Business Day ” means a day (other than a Saturday or Sunday) on which commercial banks and foreign exchange markets are open for business in New York, New York or the District of Columbia.

“ Certificate of Pledged Collateral ” means a certificate delivered by the Grantor and Performance Guarantor to the Collateral Agent and the Control Party substantially in the form of Schedule II attached hereto.

“ Collateral Agent ” means Farmer Mac or its successor, as appointed pursuant to the terms set forth in Article 3.

“ Commission ” means the Securities and Exchange Commission.

“ Control Party ” means, (i) Farmer Mac for so long as there is no Bond Guarantor Default existing and continuing with respect to the applicable AgVantage Bonds, or (ii) the AgVantage Bond Holder (or a majority of the aggregate outstanding principal amount of the applicable AgVantage Bonds if held by more than one holder) for so long as a Bond Guarantor Default is existing and continuing.

“ Eligibility Criteria ” means the eligibility criteria listed on Schedule I attached hereto.

“ Event of Default ” has the meaning set forth in Section 4.1.

“ Excluded Agent ” means Farmer Mac or any of its affiliates acting as Sub-Agents pursuant to this Agreement.

“ Farmer Mac ” has the meaning set forth in the first paragraph of this Agreement.

“ Fitch ” means Fitch, Inc.

“ Grantor ” has the meaning set forth in the first paragraph of this Agreement.

“ Guaranteed Obligation ” has the meaning set forth in the Bond Purchase Agreement.

“ Market Value ” means with respect to any item of Qualified Collateral, the market value of such item of Qualified Collateral, determined by the Grantor (or Performance Guarantor, as applicable) in accordance with (i) in respect of any Qualified Loan, the Grantor’s customary procedures (as agreed to by the Bond Guarantor) for determining the market value of agricultural loans included in the Grantor’s (or Performance Guarantor’s, as applicable) portfolio from time to time; (ii) in respect of any cash, the amount of such cash; (iii) in respect of any security included in the Qualified Substitute Collateral, the market value of such security as determined by the Grantor’s (or Performance Guarantor’s, as applicable) customary procedures (as agreed to by the Bond Guarantor) for determining the market value of that type of security included in its portfolio from time to time; and (iv) in respect of any other property included in the Qualified Substitute Collateral, the Grantor’s (or Performance Guarantor’s, as applicable) customary procedures (as agreed to by the Bond Guarantor) for determining the market value of any like property.  If the Grantor (or Performance Guarantor, as applicable) and the Bond Guarantor cannot agree upon the fair market value of such Qualified Loans or Qualified Substitute

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Collateral, the Collateral Agent shall appoint an independent third party to determine such value, which determination shall be made in a commercially reasonable manner.

“ Minimum Required Collateralization Level ” has the meaning set forth in Section 2.3(a).

“ Moody’s ” means Moody’s Investors Service, Inc.

“ Mortgage Documents ” means the following documents contained in the Qualified Loan File for each Qualified Loan:

(i)                                      the original mortgage note endorsed in blank or in the name of the Collateral Agent;

(ii)                                   a copy of the mortgage with evidence of recording thereon;

(iii)                                a copy of an assignment of the mortgage in blank or in the name of the Collateral Agent;

(iv)                               copies of all applicable appraisals;

(v)                                  copies of any assumptions, modifications, or substitutions with evidence of recording thereon, if applicable;

(vi)                               copies of any security documents, including UCC financing statements, if applicable;

(vii)                            if the Borrower under a Qualified Loan is acquiring the agricultural real estate property that will secure such Qualified Loan substantially simultaneously with obtaining the Qualified Loan, (a) a copy of the proforma policy of owner’s title insurance to be obtained by such Borrower (to be followed by a copy of the actual policy of owner’s title insurance obtained by the Borrower within ten (10) Business Days after such policy has been obtained) and (b) an owner’s affidavit delivered by the seller of such agricultural real estate property in connection with the Borrower’s acquisition; or if the Borrower under a Qualified Loan is financing or refinancing the subject agricultural real estate property after a period of ownership, (a) a title report that is up to date within ten (10) business days of the date of issuance of an AgVantage Bond under the Bond Purchase Agreement and (b) an owner’s affidavit, dated not more than one (1) business day prior to issuance of the related AgVantage Bond, in favor of Grantor;

(viii)                         any applicable settlement documentation; and

(ix)                               such other documentation as the Collateral Agent may reasonably request to evidence the Collateral Agent’s first lien position in the Qualified Collateral.

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“ Mortgage Guidelines ” means the mortgage loan underwriting, appraisal, and servicing guidelines and procedures that the Grantor has adopted in accordance with its underwriting, appraising, and servicing activities with respect to the Qualified Collateral.

“ Permitted Liens ” means, in respect of any item of Qualified Collateral, (i) liens for taxes, assessments and governmental charges or levies; and (ii) liens imposed by law, such as materialmen’s, mechanics’, carriers’, workmen’s and repairmen’s liens and other similar liens arising in the ordinary course of business securing obligations that are not overdue for a period of more than 30 days after Grantor or Performance Grantor first receives notice of such lien.

“ Proceeds ” means: (i) all “proceeds” as defined in Article 9 of the UCC as in effect from time to time in the State of New York; (ii) all interest, dividends, payments or distributions made with respect to any of the Qualified Collateral; and (iii) whatever is receivable or received when the Qualified Collateral or proceeds are sold, exchanged, collected, converted or otherwise disposed of, whether such disposition is voluntary or involuntary.

“ Purchaser ” has the meaning set forth in the first paragraph of this Agreement.

“ Qualified Collateral ” means: (i) Qualified Loans or AMBS; (ii) Mortgage Documents and other documents, instruments or liens representing or securing the Qualified Loans or AMBS; (iii) all payment records with respect to the Qualified Loans or AMBS; (iv) the Securities Account; (vi) all Qualified Substitute Collateral; (vi) all documents relating to the Securities Account; (vii) all Proceeds of the foregoing regardless of the form thereof, including, without limitation, all Proceeds in the form of accounts, chattel paper, payment intangibles, promissory notes and goods subject to a consignment; and (viii) with respect to any portion of the Qualified Collateral in excess of 100% of the AgVantage Bond Balance, any Qualified Substitute Collateral.

“ Qualified Collateral Schedule ” means the schedule setting forth the Qualified Collateral pledged under this Agreement delivered by the Grantor pursuant to Section 2.2, as the schedule may be amended, supplemented or modified from time to time.

“ Qualified Loans ” means, as of any date of determination, the agricultural mortgage loans meeting the Eligibility Criteria and identified as of such date of determination on the Qualified Collateral Schedule.  For purposes of the Eligibility Criteria, taxes and assessments in respect of any Qualified Loan shall be deemed to be paid current as of such date if (i) (A) taxes and assessments were paid current at the time of the initial funding of such Qualified Loan and (B) taxes or assessments due and payable after the time of the initial funding of such Qualified Loan shall have been paid within 45 Business Days of the Grantor’s actually becoming aware that such taxes or assessments on such Qualified Loan are overdue and/or delinquent, or (ii) such taxes or assessments are being contested by the Grantor or the obligor on such Qualified Loan in good faith.

“ Qualified Loan File ” has the meaning ascribed thereto in Exhibit A .

“ Qualified Substitute Collateral ” means, at any time, (i) cash, (ii) U.S. Treasury securities, or (iii) securities issued or fully guaranteed by an agency or instrumentality of the

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United States, in each case deposited or held in or transferred or credited to or carried in the Securities Account and listed as of such time on the Qualified Collateral Schedule.

“ Responsible Officer ” means, with respect to the Collateral Agent, any officer of the Collateral Agent, including any vice president, assistant vice president, secretary, assistant treasurer, trust officer, or any other officer of the Collateral Agent assigned by the Collateral Agent to administer the transactions contemplated hereby.

“ S&P ” means Standard & Poor’s Ratings Service, a Standard & Poor’s Financial Services LLC business.

“ Securities Account ” means the securities account established with the Securities Intermediary pursuant to the Securities Account Control Agreement.

“ Securities Account Control Agreement ” means the Securities Account Control Agreement among the Grantor, the Securities Intermediary and the Collateral Agent, in the form substantially in the form attached as Exhibit B (or such other form reasonably acceptable to the Grantor, the Securities Intermediary and the Collateral Agent), with such changes as the parties may agree, as may be amended, supplemented, modified, restated or replaced from time to time.

“ Securities Intermediary ” means the institution serving as securities intermediary under the Securities Account Control Agreement.

“ Security Interest ” has the meaning set forth in Section 2.1.

“ Sub-Agent ” has the meaning set forth in Section 4.3.

“ UCC ” means the Uniform Commercial Code as in effect from time to time in the State of New York.

“ Valuation Date ” means the last Business Day of each calendar quarter.

SECTION 1.2  Interpretation.

For all purposes of this Agreement, except as otherwise expressly provided or unless the context otherwise requires:

(a)                                  the terms defined in this Article shall have the meanings ascribed in this Article and shall include the plural as well as the singular;

(b)                                  all accounting terms used and not expressly defined herein shall have the meanings given to them in accordance with United States generally accepted accounting principles, and the term “generally accepted accounting principles” shall mean such accounting principles which are generally accepted at the date or time of any computation or at the date hereof;

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(c)                                   references to Exhibits, Articles, Sections, Schedules, paragraphs, subparagraphs and clauses shall be construed as references to the Exhibits, Articles, Sections, Schedules, paragraphs, subparagraphs and clauses of this Agreement;

(d)                                  the words “herein”, “hereof” and “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular Article, Section or other subdivision;

(e)                                   the words “include”, “includes” and “including” shall be construed to be followed by the words “without limitation”; and

(f)                                    Article and Section headings are for the convenience of the reader and shall not be considered in interpreting this Agreement or the intent of the parties hereto.

ARTICLE 2
SECURITY INTEREST

SECTION 2.1  Creation of Security Interest in Qualified Collateral.

As security for the AgVantage Bonds issued pursuant to the Bond Purchase Agreement and any other amounts that are due hereunder or thereunder from the Grantor to the holders of AgVantage Bonds, each of the Performance Guarantor and the Grantor hereby assigns, transfers, pledges, and grants to the Collateral Agent for the benefit of the Control Party a security interest in and continuing lien on, subject to the terms of this Agreement, all of the Performance Guarantor’s and Grantor’s respective right, title and interest in and to the Qualified Collateral (the “ Security Interest ”).  Each of the Performance Guarantor and the Grantor shall, not later than three (3) Business Days after either the issuance of each AgVantage Bond under the Bond Purchase Agreement, or, so long as the AgVantage Bond Balance exceeds $0, upon substitution or modification of any of the Qualified Collateral, (A) deliver to the Collateral Agent, and the Collateral Agent, on behalf of the Control Party, shall hold, the Mortgage Documents, and (B) to the extent that the Qualified Collateral contains Qualified Substitute Collateral, a fully-signed copy of the Securities Control Agreement.  Notwithstanding the foregoing, in the event that a recorded copy of any document or instrument is not yet available from the applicable recorder or register within such time frame, Grantor shall deliver an unrecorded copy to Collateral Agent, and Grantor shall subsequently deliver a recorded copy to Collateral Agent within ten (10) Business Days after Grantor’s receipt of the same.  Upon occurrence of an Event of Default, the Collateral Agent, on behalf of the Control Party, shall have the right (in its sole and absolute discretion), to the extent a register is maintained therefor, to register the Qualified Collateral in the Collateral Agent’s own name as pledgee, or in the name of the Collateral Agent’s nominee (as pledgee or as sub-agent) or to continue to hold the Qualified Collateral in the name of the Grantor or Performance Guarantor, as applicable, endorsed or assigned in blank or in favor of the Collateral Agent.  Upon cessation of such Event of Default, the Collateral Agent shall take such action as is necessary to again cause the Qualified Collateral to be registered in the name of the Grantor or Performance Guarantor (or their respective nominees), as applicable.

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SECTION 2.2  Maintenance of Qualified Collateral Schedule.

Upon the issuance of any AgVantage Bond under the Bond Purchase Agreement, the Performance Guarantor and the Grantor will deliver to the Collateral Agent (with a copy to Farmer Mac) a Qualified Collateral Schedule setting forth the Qualified Collateral pledged hereunder, which Qualified Collateral Schedule shall form a part of this Agreement.  The Performance Guarantor and the Grantor shall also cause a copy of the Qualified Collateral Schedule to be attached as a schedule to each UCC financing statement filed in connection with the grant of a security interest under this Agreement.  Following the date of issuance of any AgVantage Bond, if either (i) there have been additions, modifications or reductions in the Qualified Collateral; or (ii) on any Business Day on which the value of the Qualified Collateral identified in a schedule to the most recently filed UCC financing statement falls below the Minimum Required Collateralization Level and additional Qualified Collateral is provided by the Performance Guarantor or the Grantor to the Collateral Agent pursuant to Section 2.3(b), then the Performance Guarantor and the Grantor shall, within fifteen (15) Business Days after each Valuation Date with respect to (i) and on the same Business Day with respect to (ii): (x) prepare and deliver to the Collateral Agent (with a copy to Farmer Mac, if Farmer Mac is no longer serving as Collateral Agent) a new Qualified Collateral Schedule setting forth the revised list of Qualified Collateral, the value of which shall be at least equal to the Minimum Required Collateralization Level; and (y) cause the filing of such UCC statements and amendments thereto as may be necessary for the Grantor to comply with its undertakings pursuant to Section 2.4.  After the UCC filing required upon the issuance of any AgVantage Bond has been filed, this Section 2.2 shall be interpreted to require the preparation and filing of new UCC statements only after the value of the Qualified Collateral pledged hereunder and listed on the most recently filed UCC statement becomes less than the Minimum Required Collateralization Level.

SECTION 2.3  Qualified Collateral.

(a)                                  On each Business Day prior to the termination of the Security Interest pursuant to Section 9.1(i), (i) the value of the Qualified Loans, including any Qualified Loans supporting AMBS, (as determined by the Grantor in accordance with the immediately succeeding sentence) pledged hereunder shall be at least equal to 100% of the AgVantage Bond Balance and (ii) the value of the Qualified Collateral, including the value of the Qualified Loans referred to in clause (i) (as determined by the Grantor or the Performance Guarantor, as applicable, in accordance with the immediately succeeding sentence) pledged hereunder shall be at least equal to 110% of the AgVantage Bond Balance (clauses (i) and (ii), collectively, the “ Minimum Required Collateralization Level ”).  For the avoidance of doubt, for all purposes of this Agreement, as of any date of determination, the value of any Qualified Loan and any other items included in the Qualified Collateral shall be equal to the Market Value of such Qualified Loan or item, as applicable, as of such date of determination.

(b)                                  If the value of Qualified Collateral (as determined by the Grantor or Performance Guarantor, as applicable, in accordance with Section 2.3(a)) falls below the Minimum Required Collateralization Level as of any Business Day, the Grantor or Performance Guarantor, as applicable, shall provide additional Qualified

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Collateral in which such party has rights or the power to transfer rights to a secured party, such that the value of Qualified Collateral (as determined by the Grantor in accordance with Section 2.3(a)) pledged to the Collateral Agent under this Agreement as of such Business Day shall be at least equal to the Minimum Required Collateralization Level.

(c)                                   For as long as the value of Qualified Collateral (as determined by the Grantor in accordance with Section 2.3(a)) is above the Minimum Required Collateralization Level, the Grantor (or Performance Guarantor, as applicable) may freely withdraw, replace or substitute or sell, dispose, pledge, assign or otherwise transfer any Qualified Collateral and any other item of Qualified Collateral then listed on the Qualified Collateral Schedule free and clear of the Security Interest, pledge, lien and encumbrance created under this Agreement, in accordance with Section 9.1, so long as any such withdrawal, replacement or substitution or any such sale, disposition, pledge, assignment or other transfer would not cause the value of the Qualified Collateral (as determined by the Grantor in accordance with Section 2.3(a)) after such action to be below the Minimum Required Collateralization Level (in the case of any replacement or substitution, after taking into account any replacement or substitute Qualified Collateral provided by the Grantor or Performance Guarantor, as applicable, to the Collateral Agent simultaneously therewith, as evidenced by a revised Qualified Collateral Schedule provided simultaneously by the Grantor and Performance Guarantor to the Collateral Agent (with a copy to Farmer Mac, if Farmer Mac is no longer serving as Collateral Agent), which revised Qualified Collateral Schedule shall form a part of this Agreement.)

(d)                                  At any time, the Grantor or Performance Guarantor, as applicable, may pledge additional Qualified Collateral (in which such party has rights or the power to transfer rights to a secured party) under this Agreement by filing the appropriate UCC statements and delivering a Certificate of Pledged Collateral to the Collateral Agent specifying such additional collateral.

(e)                                   The Grantor shall certify to the Collateral Agent (with a copy to Farmer Mac, if Farmer Mac is no longer serving as Collateral Agent), within fifteen (15) Business Days following each Valuation Date, that (i) the value of Qualified Collateral (as determined by the Grantor or Performance Guarantor, as applicable, in accordance with Section 2.3(a)) shall have been at least equal to the Minimum Required Collateralization Level as of such Valuation Date, and (ii) the Grantor and Performance Guarantor, collectively, have provided adequate Qualified Collateral (in which each of the Grantor and the Performance Guarantor have rights or the power to transfer rights to a secured party, as applicable) to maintain the Minimum Required Collateralization Level with respect to the AgVantage Bond Balance, in each case, which certification shall be in the form of a Certificate of Pledged Collateral.

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SECTION 2.4  Undertakings Regarding Qualified Collateral.

With respect to the Qualified Collateral, each of the Grantor and Performance Guarantor undertakes and agrees as follows:

(a)                                  to keep and maintain such Qualified Collateral free and clear of pledges, liens, and encumbrances except for the security interest created by this Agreement and except for Permitted Liens;

(b)                                  to keep and maintain the Qualified Collateral in an amount at or above the Minimum Required Collateralization Level;

(c)                                   upon the pledge of AMBS, cash, U.S Treasury securities, securities issued or fully guaranteed by an agency or instrumentality of the United States, or any Qualified Substitute Collateral, to establish and maintain the Securities Account and to enter into the Securities Account Control Agreement;

(d)                                  upon the establishment of the Securities Account and upon execution and delivery of the Securities Account Control Agreement, and upon the delivery of the Qualified Collateral to the Collateral Agent, to furnish to the Collateral Agent and the Bond Guarantor an opinion of counsel reasonably satisfactory to the Control Party stating that in the opinion of such counsel such action has been taken as is necessary to create, perfect and make effective an enforceable lien and first-priority security interest of the Collateral Agent in the Qualified Collateral, including any property at any time then or thereafter held in or credited to the Securities Account and reciting the details of such action; and

(e)                                   to ratify any financing statements previously filed.

The Grantor, in connection with any modification of the Qualified Collateral Schedule on any Business Day on which the value of the Qualified Collateral pledged hereunder and identified in a schedule to the most recently filed UCC statement becomes less than the Minimum Required Collateralization Level, shall cause the concurrent filing of such UCC financing statements and amendments thereto as may be necessary or desirable to maintain the perfection of the security interest granted hereunder, naming the Collateral Agent or its transferees or assigns as secured party and the granting party, whether the Grantor or Performance Guarantor, as applicable, as debtor.  The Collateral Agent shall have no duty to monitor, prepare or file any UCC financing statement or amendments.

SECTION 2.5  Risk of Loss of Qualified Collateral.

The Grantor and the Performance Guarantor, respectively, each bears the risk of loss for any Qualified Collateral held in such party’s possession prior to delivery or in transit to or from the Grantor to the Collateral Agent or its agent.  In the event the Grantor or Performance Guarantor, as applicable, delivers any Qualified Collateral to the Collateral Agent or its agent, the duty of the Collateral Agent with respect to such Qualified Collateral shall be solely to use reasonable care in the custody and preservation of the security in its possession.

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SECTION 2.6  Performance Guarantee.

The Performance Guarantor hereby undertakes to guarantee the full performance of all duties and obligations of the Grantor hereunder, and agrees that all such duties and obligations of the Grantor hereunder are joint and several obligations of the Performance Guarantor.

ARTICLE 3
COLLATERAL AGENT

SECTION 3.1  Appointment as Collateral Agent.

Subject to the terms and conditions hereof, each of the Grantor and the Performance Guarantor hereby appoints the Collateral Agent and the Collateral Agent hereby accepts such appointment to act as Collateral Agent pursuant to the terms of this Agreement.  The Collateral Agent acknowledges the grant of the Security Interest upon the issuance of the AgVantage Bonds under the Bond Purchase Agreement, accepts the trusts under this Agreement in accordance with the provisions of this Agreement, and agrees to perform its duties in this Agreement to the end that the interests of the AgVantage Bond Holder and the Bond Guarantor may be adequately and effectively protected.

SECTION 3.2  Resignation of the Collateral Agent.

The Collateral Agent may resign at any time by providing not less than thirty (30) days’ prior written notice to the Control Party and the Grantor.  If a successor Collateral Agent is not appointed by the Grantor within thirty (30) days after the Collateral Agent gives notice of its intent to resign, the retiring Collateral Agent may petition any court of competent jurisdiction to appoint a successor Collateral Agent.  The Grantor shall notify the Control Party in writing upon the appointment of a successor Collateral Agent and the agreement by such person to act as successor Collateral Agent in connection with this Section 3.2.

SECTION 3.3  Eligibility of Successor Collateral Agent.

Any successor Collateral Agent appointed by the Grantor pursuant to Section 3.2 shall be a national banking association or banking corporation authorized under its laws of incorporation and the laws of the jurisdiction in which it administers this Agreement to exercise the powers required by this Agreement having at all times an aggregate capital surplus and undivided profits of at least $ 1,000,000,000.00.

SECTION 3.4  Merger or Consolidation.

Any person (i) into which the Collateral Agent may be merged or consolidated, (ii) that may result from any merger or consolidation to which the Collateral Agent shall be party, or (iii) that may succeed to the properties and assets of the Collateral Agent substantially as a whole, shall be the successor to the Collateral Agent under this Agreement without further act of any of the parties to this Agreement.

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SECTION 3.5  Duties and Responsibilities of the Collateral Agent.

(a)                                  The Collateral Agent shall perform any and all duties required of it pursuant to the terms of this Agreement.

(b)                                  The Collateral Agent shall in the event it is so directed in writing by the Control Party exercise any rights or remedies granted to the Collateral Agent under this Agreement.

(c)                                   The Collateral Agent will hold all Mortgage Documents and other instruments or documents representing the Qualified Loans in accordance with the procedures set forth on Exhibit A hereto.

(d)                                  The Collateral Agent makes no warranty or representation and shall have no responsibility as to the content, enforceability, completeness, validity, sufficiency, value, genuineness, ownership, or transferability of the Qualified Collateral or any Qualified Substitute Collateral and will not be required to and will not make any representations as to the validity or value of any of the Qualified Collateral or Qualified Substitute Collateral.

(e)                                   The Collateral Agent shall have no duties or responsibilities, except such duties and responsibilities as are specifically set forth in this Agreement, and no covenants or obligations shall be implied in this Agreement against the Collateral Agent.

(f)                                    No provision of this Agreement shall be construed to relieve the Collateral Agent from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct or bad faith, except that:

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SECTION 3.6  Limitation on Liability of the Collateral Agent.

Subject to Section 3.5(f) with respect to clauses (a), (b) and (d) below, the Collateral Agent:

(a)                                  shall not be liable for any error of judgment or for any act done or step taken or omitted by it in good faith or for any mistakes of fact or law or for anything that it may do or refrain from doing in connection herewith;

(b)                                  may consult with counsel satisfactory to it and the opinion of such counsel shall be full and complete authorization and protection in respect of any action taken suffered or omitted by it hereunder in good faith and in the opinion of such counsel;

(c)                                   shall not be responsible for delays or failures in performance resulting from acts beyond its control including, without limitation, strikes, lockouts, riots, acts of war or terrorism, epidemics, nationalization, earthquakes, hurricanes or other natural disasters of similar nature;

(d)                                  may conclusively rely on and shall be fully protected in acting upon any certificate, instrument, opinion, notice, letter, telegram or other document delivered to it and that in good faith it reasonably believes to be genuine and that has been signed by the proper party or parties; and

(e)                                   shall not be liable for any consequential indirect special or punitive damages under any circumstances.

SECTION 3.7  [Fees of the Collateral Agent] .

[RESERVED]

ARTICLE 4
EVENTS OF DEFAULT

SECTION 4.1  Events of Default.

The Collateral Agent may consider the Grantor in default hereunder upon the occurrence and continuance of any of the following events or conditions (each an “ Event of Default ”) hereunder:

(a)                                  the occurrence and continuance of an “Event of Default” as such term is defined in the Bond Purchase Agreement with respect to any AgVantage Bond;

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(b)                                  the failure to maintain the Minimum Required Collateralization Level as of any Business Day, which failure shall not have been cured within fifteen (15) Business Days thereafter;

(c)                                   breach of or failure to perform by the Grantor or the Performance Guarantor any other covenant, promise, condition, obligation or liability contained or referred to herein which shall not have been cured within forty-five (45) days after notice thereof to the Grantor from the Collateral Agent; or

(d)                                  any representation, statement or warranty made to the Collateral Agent by or on behalf of the Grantor in connection with this Agreement which shall prove to have been false in any material respect when made or furnished and which shall not have been cured within forty-five (45) days after notice thereof to the Grantor from the Collateral Agent.

The Collateral Agent shall not be deemed to have knowledge of any Event of Default until written notice thereof is delivered to it.  Upon receipt of written notice of an Event of Default, the Collateral Agent shall deliver the Notice of Exclusive Control required by the Securities Account Control Agreement.

SECTION 4.2  Remedies Upon an Event of Default.

(a)                                  If an Event of Default shall occur and be continuing, the Collateral Agent shall (subject to Section 3.5), at the written direction of the Control Party, pursue any of the following remedies, separately, successively, or cumulatively:

(i)                                      take possession of any instruments, agreements, mortgages and other documents (including the Mortgage Documents) representing the Qualified Collateral, and all payment records relating to the Qualified Collateral not already in the Collateral Agent’s possession, immediately upon demand, and each of the Grantor and Performance Guarantor grants to the Collateral Agent the right (to the extent of the Grantor’s or Performance Guarantor’s own right), for this purpose, to enter into any premises where the Qualified Collateral or any part thereof may be located during normal business hours and upon reasonable notice to the Grantor or Performance Guarantor, as applicable; and

(ii)                                   pursue any other remedy available at law or in equity to collect, enforce, or satisfy obligations of the Grantor and/or the Performance Guarantor under the AgVantage Bond and this Agreement, including exercising its rights as secured creditor to collect income on the Qualified Collateral, or to sell, assign, transfer, lease, or otherwise dispose of the Qualified Collateral whether or not the Qualified Collateral is in the Collateral Agent’s possession, in each case subject to the immediately preceding clause (i) above.

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(b)                                  If the Collateral Agent exercises its rights subject to Section 4.2(a) in respect of the Qualified Collateral upon the occurrence and during the continuance of an Event of Default, to the fullest extent permitted by applicable law:

(c)                                   Subject to Section 9-615 of the UCC, the Proceeds realized by the Collateral Agent upon selling or disposing of the Qualified Collateral will be applied in the following order:

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SECTION 4.3  Appointment of Collateral Agent as Attorney-in-Fact; Sub-Agents.

(a)                                  If an Event of Default occurs and is continuing, and without limiting any other rights the Collateral Agent might have as a collateral agent under applicable law and under this Agreement, each of the Grantor and Performance Guarantor does hereby make, constitute and appoint the Collateral Agent (and any sub-agent thereof appointed by the Collateral Agent for purposes of this Agreement in accordance with Section 4.3(b) (each, a “ Sub-Agent ”)) its true and lawful attorney-in-fact to deal with the Qualified Collateral and, in its name and stead to release, collect, compromise, settle and release or record any mortgage or deed of trust that is a part of such Qualified Collateral as fully as the Grantor or Performance Guarantor, as applicable, could do if acting for itself.  The powers herein granted are coupled with an interest, and are irrevocable, and full power of substitution is granted to the Collateral Agent in the premises.

(b)                                  All services to be furnished by the Collateral Agent under this Agreement may be furnished or subcontracted by the Collateral Agent to a Sub-Agent; provided , that prior written notice is given to the Grantor and the Performance Guarantor of the appointment of such Sub-Agent and each of the Grantor and Performance Guarantor consents to such appointment within ten Business Days after its receipt of such notice; provided , however , that: (i) the Collateral Agent shall remain ultimately responsible for the provision of such services; and (ii) each of the Grantor and Performance Guarantor shall not withhold or delay consent to the appointment of an Excluded Agent.

ARTICLE 5
AGVANTAGE BOND DOCUMENTATION

SECTION 5.1  Maintenance of AgVantage Bond Documentation.

The Grantor shall maintain each of the following documents (the “ AgVantage Bond Documents ”) as official records of the Grantor:

(a)                                  a certified copy of the relevant portion of the minutes of the meeting at which each of the Grantor’s and the Performance Guarantor’s board of directors or other governing body adopted the AgVantage Bond Resolutions (as defined in Section 6.1(a)(i) below);

(b)                                  a current copy of the schedules listing the Qualified Collateral pledged hereunder and setting forth, among other things, the outstanding principal amount of such collateral as of the most recent Valuation Date; and

(c)                                   a statement of the AgVantage Bond Balance.

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ARTICLE 6
REPRESENTATIONS, WARRANTIES AND COVENANTS

SECTION 6.1  Representations and Warranties.

Each of the Grantor and Performance Guarantor represents and warrants as of the date of this Agreement and as of each date on which the Qualified Collateral Schedule is modified, that:

(a)                                  it is authorized under applicable law and its charter, bylaws, or similar governing documents, to execute and perform its obligations under the applicable AgVantage Bond and this Agreement.  Without limiting the generality of the foregoing, each of the Grantor and Performance Guarantor represents that:  (i) its board of directors or other governing body has adopted resolutions (the “ AgVantage Bond Resolutions ”) (A) authorizing the execution and delivery of any AgVantage Bond issued and this Agreement and the taking or consummation of such other actions as necessary or appropriate to carry out the provisions or intentions of any AgVantage Bond issued and this Agreement, and (B) adopting or ratifying, as applicable, the Mortgage Guidelines; and (ii) the foregoing resolutions are duly reflected in the official records of the Grantor and Performance Guarantor, respectively;

(b)                                  each AgVantage Bond is enforceable against the Grantor and this Agreement is valid, binding and enforceable against the Grantor and the Performance Guarantor, in each case, in accordance with its terms subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights and subject to enforceability to general principles of equity, regardless of whether enforcement is sought in a proceeding in equity or at law; and

(c)                                   with respect to each Qualified Loan that is pledged as Qualified Collateral, (i) such Qualified Loan is secured by a first lien mortgage on the real estate securing the Qualified Loan and was originated in accordance with the Mortgage Guidelines in all material respects, and (ii) the Grantor or Performance Guarantor, as applicable, had advised the Purchaser and Farmer Mac in writing of any other loan secured by any portion of such real estate with an equal lien position to the Qualified Loan.  Each of the Grantor and the Performance Guarantor covenants that any interest obtained by the Purchaser, Farmer Mac, or the Collateral Agent in any such Qualified Loan by operation of this Agreement will be prior in right to any lien on such security of which the Purchaser and Farmer Mac had not been so advised.

SECTION 6.2  Covenants.

Each of the Grantor and the Performance Guarantor covenants that:

(a)                                  each of the Grantor and the Performance Guarantor has rights in the Qualified Collateral granted by such party, and each such party’s title to the portion of the Qualified Collateral that is required to meet the Minimum Required Collateralization Level is free and clear of pledges, liens and encumbrances,

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except as created hereunder and except for Permitted Liens, and each of the Grantor and Performance Guarantor will maintain such amount of Qualified Collateral free and clear of pledges, liens and encumbrances except as created hereunder and except for the Permitted Liens as long as such Qualified Collateral remains pledged hereunder;

(b)                                  each of the Grantor and Performance Guarantor has obtained all necessary approvals and consents before pledging the Qualified Collateral under this Agreement;

(c)                                   each Qualified Loan is freely transferable by assignment or negotiation;

(d)                                  each mortgage or deed of trust securing a note or bond included in the Qualified Collateral has been recorded;

(e)                                   each of the Grantor and the Performance Guarantor will provide the Collateral Agent with any reports or statements that the Collateral Agent or the Control Party reasonably requests; provided, however , that the filing of a report or statement via the Electronic Data Gathering, Analysis, and Retrieval system of the Commission (or such subsequent official electronic filing system established by the Commission) shall constitute delivery of such report or statement, as the case may be, to the Collateral Agent or the Control Party upon notification by the Grantor or the Performance Guarantor to the Collateral Agent or the Control Party, as the case may be.

(f)                                    upon reasonable prior notice and during normal business hours, and with approval of the Grantor or the Performance Guarantor, as applicable (such approval to not be reasonably withheld), each of the Grantor and the Performance Guarantor will permit the Collateral Agent or its designee to inspect or copy the AgVantage Bond Documents and any other documents or evidence in the Grantor’s or Performance Guarantor’s respective possession or control relating to the Qualified Collateral;

(g)                                   the Grantor and the Performance Guarantor will promptly notify the Collateral Agent upon the occurrence of any change in its respective credit rating by S&P, Moody’s or Fitch, as applicable;

(h)                                  the Grantor and the Performance Guarantor will promptly notify the Collateral Agent of any change in applicable law or regulations, or its respective charter, bylaws, or other governing documents, or any legal or regulatory process asserted against the Grantor or the Performance Guarantor, as applicable, that materially affects or may materially affect the Grantor’s or Performance Guarantor’s respective authority or ability to lawfully perform its obligations under the Bond Purchase Agreement or this Agreement; and

(i)                                      the Grantor will promptly notify the Collateral Agent of: (i) any material adverse change in its business or financial condition or in the business or financial condition of its parent or holding company or any affiliate that would materially

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and adversely affect the Collateral Agent’s interests; (ii) the execution of a definitive agreement which by its terms provides for a reorganization, merger or consolidation of the Grantor or the Performance Guarantor; (iii) any legal or regulatory action (including any pending or threatened litigation or judgment) directly involving the Grantor or the Performance Guarantor as a party that would reasonably be expected to have a materially adverse financial or business impact on the Grantor or the Performance Guarantor; or (iv) the occurrence of any Event of Default.

SECTION 6.3  Negative Covenants.

Each of the Grantor and Performance Guarantor covenants that each of the Grantor and Performance Guarantor shall not, and shall not purport, propose or undertake to, consent to any modification of any AgVantage Bond without the Collateral Agent’s or Control Party’s prior written consent, which consent shall not be unreasonably withheld.

ARTICLE 7
INDEMNIFICATION

SECTION 7.1  Indemnification by Grantor and Performance Guarantor.

Each of the Grantor and Performance Guarantor agrees to indemnify the Collateral Agent or Sub-Agent for any loss, claim, damage, liability, and expense (including reasonable attorneys’ fees, court costs and reasonable expenses of litigation) incurred by the Collateral Agent (and any Sub-Agent), in the course of or arising out of the Bond Purchase Agreement or this Agreement, any action relating to the Qualified Collateral, or any action to which the Collateral Agent (and any Sub-Agent), may become subject in connection with the AgVantage Bond Holder’s exercise of any right or remedy granted to it under the Bond Purchase Agreement or this Agreement, except to the extent that such loss, claim, damage, liability or expense results from the Collateral Agent’s (and any Sub-Agent thereof) negligence or willful misconduct; provided, however , that if Farmer Mac is appointed as a Sub-Agent of the Collateral Agent under this Agreement, Farmer Mac’s indemnification pursuant to this Section 7.1 will be limited solely to actions taken as Sub-Agent to the Collateral Agent.

ARTICLE 8
MISCELLANEOUS

SECTION 8.1  Successors and Assigns of Grantor Bound by Agreement.

All obligations, covenants, agreements and duties of the parties contained in this Agreement shall bind the respective permitted successors and assigns of the parties, whether so expressed or not.

SECTION 8.2  Amendments; Assignments.

(a)                                  This Agreement will not be amended, supplemented, modified, restated, or replaced in any manner, except with the written consent of the Grantor and the Collateral Agent.

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(b)                                  This Agreement may not be transferred, assigned, hypothecated or alienated in any manner whatsoever, except with the prior written consent of the Grantor and the Collateral Agent.

SECTION 8.3  No Liability for the Collateral Agent.

Subject to Section 7.2, the Collateral Agent has no liability for acting in reliance upon any communication (including a facsimile transmission, electronic transmission, telex, or similar communication) reasonably believed by the Collateral Agent to be genuine or to be sent by an individual acting on behalf of the Grantor.  The Collateral Agent has no fiduciary duty to the Grantor or the Performance Guarantor.

SECTION 8.4  Governing Law.

This Agreement shall be construed and enforced according to the laws of the State of New York, including, without limitation, Section 5-1401 of the General Obligations Law of the State of New York, but without regard to the conflicts of law provisions thereof.

SECTION 8.5  Consent to Jurisdiction.

Each party to this Agreement submits for itself and in connection with its properties, generally and unconditionally, to the nonexclusive jurisdiction of the United States federal court located in The City of New York, Borough of Manhattan, for purposes of any legal proceeding arising out of or relating to this Agreement or the transactions contemplated hereby.  Each party to this Agreement irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of the venue of any such proceeding brought in such a court and any claim that any such proceeding brought in such a court has been brought in an inconvenient forum. Each party to this Agreement hereby consents to process being served in any suit, action or proceeding with respect to this Agreement, or any document delivered pursuant hereto, by the mailing of a copy thereof, by registered or certified mail, postage prepaid, return receipt requested, to its respective address specified at the time for notices under this Agreement or to any other address of which it shall have given written notice to the other party hereto. The foregoing shall not limit the ability of any party hereto to bring suit in the courts of any other jurisdiction.

SECTION 8.6  Waiver of Jury Trial.

Each of the parties to this Agreement irrevocably and expressly waives any and all right to a trial by jury with respect to any legal proceeding arising out of or relating to this Agreement or any claims or transactions in connection herewith. Each of the parties hereto hereby acknowledges that such waiver is made with full understanding and knowledge of the nature of the rights and benefits waived hereby.

SECTION 8.7  Entire Agreement.

This Agreement and the Bond Purchase Agreement embody the entire agreement and understanding between the parties hereto relating to the subject matter hereof and supersede all prior agreements between such parties that relate to the subject matter.

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SECTION 8.8  Limitation on Rights of Others.

The provisions of this Agreement are solely for the benefit of the Grantor and the Collateral Agent and nothing in this Agreement, whether express or implied, shall be construed to give to any other person any legal or equitable right, remedy or claim under or in respect of this Agreement or any covenants, conditions or provisions contained herein.

SECTION 8.9  Severability.

If any provision of, or obligation under, this Agreement, or the application thereof to any person or under any circumstance, shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions of, and any obligations under, this Agreement, or the application of such provision in any other jurisdiction shall not in any way be affected or impaired thereby, and each provision of this Agreement shall be valid and enforceable to the extent permitted by applicable law.

SECTION 8.10  Counterparts.

This Agreement and any amendments, supplements, modifications, restatements, or replacements hereof, or waivers or consents hereto, may be executed in any number of counterparts, and by different parties hereto in separate counterparts, each of which, when so executed and delivered, shall be deemed to be an original and all of which counterparts, when taken together, shall constitute one and the same instrument.  This Agreement shall become effective upon the execution of a counterpart by each of the parties hereto.

SECTION 8.11  No Waiver.

No failure on the part of the parties hereto to exercise, and no delay in exercising, and no course of dealing with respect to, any right, power or privilege hereunder (or operate as an acquiescence of any default or Event of Default hereunder) shall operate as a waiver thereof (including by the Collateral Agent upon the occurrence and during the continuance of an Event of Default), nor shall any single or partial exercise thereof or the exercise of any other right, power or privilege operate as such a waiver.

SECTION 8.12  Remedies Cumulative.

No right, power or remedy of the parties hereunder shall be exclusive of any other right, power or remedy, but shall be cumulative and in addition to any other right, power or remedy thereunder or now or hereafter existing by law or in equity.

SECTION 8.13  Notices.

All demands, notices, instructions or other communications required or permitted to be given hereunder shall be given in writing by delivering the same against receipt by facsimile transmission (confirmed by registered or certified mail, postage prepaid, return receipt requested), or by registered or certified mail, postage prepaid, return receipt requested, addressed as follows (and if so given, shall be deemed given when mailed or upon receipt of a confirmation, if sent by facsimile):

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If to the Grantor or Performance Guarantor, to:

Farmland Partners Inc.

8670 Wolff Court, #240

Westminster, CO 80031

Attention of: Chief Financial Officer

with a copy to:

Morrison & Foerster

250 West 55th Street

New York, NY 10019

Attention of: Christopher Delson, Esq.

If to the Purchaser, Collateral Agent or the Bond Guarantor, to:

Federal Agricultural Mortgage Corporation

1999 K Street, NW 4 th  Floor
Washington, DC 20006
Fax:  202-872-7713
Attention: Chief Financial Officer

with a copy to:

Federal Agricultural Mortgage Corporation
1999 K Street, NW 4 th  Floor
Washington, DC 20006
Fax:  202-872-7713
Attention: General Counsel

ARTICLE 9
TERMINATION OF SECURITY INTEREST

SECTION 9.1  Termination of Security Interest.

The Security Interest in respect of any item of Qualified Collateral shall terminate, and all rights to any item of Qualified Collateral shall revert to the Grantor or Performance Guarantor, as applicable, upon: (i) the termination of the Bond Purchase Agreement in accordance with its terms; or (ii) the withdrawal, replacement or substitution or the sale, disposition, pledge, assignment or other transfer, of such item of Qualified Collateral by the Grantor pursuant to, and in accordance with, Section 2.3; provided that this Agreement shall survive any permitted assignment of the Bond Purchase Agreement and any AgVantage Bond.

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SECTION 9.2  Evidence of Termination.

Upon the termination of this Agreement, the Collateral Agent will execute and deliver to the Grantor and Performance Guarantor such documents as the parties shall prepare at their own expense and reasonably request to evidence the termination of this Agreement.

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IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed and delivered as of the day first above written.

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Schedule I

ELIGIBILITY CRITERIA

Agricultural real estate can consist of land, buildings and fixtures used in agricultural production, processing or storage.  Each such mortgage loan will:

·                   be secured by a first lien fee simple or leasehold mortgage on agricultural real estate (land, buildings and fixtures used in agricultural production, processing or storage) located in the United States (or by a junior lien on such agricultural real estate, so long as the Grantor holds each lien on such agricultural real estate that is senior to such junior lien and each mortgage loan secured by any such senior lien is pledged by the Grantor under this Agreement);

·                   be an obligation of a citizen or national of the United States or an alien lawfully admitted for permanent residence in the United States or a private corporation, limited liability company, limited partnership or partnership whose members, stockholders, or partners holding a majority interest in the corporation or partnership are such individuals;

·                   have a loan-to-value ratio at the time of origination of not greater than 66 percent, as determined by the Appraised Value of the related agricultural real estate securing the mortgage loan;

·                   if secured by:

·                   not more than 1,000 acres, have an unpaid principal balance not greater than $30,000,000 (or any higher amount permitted by Farmer Mac and communicated to Grantor/Performance Guarantor in writing);

·                   more than 1,000 acres, have an unpaid principal balance not greater than $12,000,000 (or any higher amount permitted by Farmer Mac and communicated to Grantor/Performance Guarantor in writing);

·                   be not more than 30 days delinquent in the payment of interest;

·                   have all taxes and assessments paid current; and

·                   contain cross-default provisions in the related mortgage loan documents, instruments, and agreements, providing that any default or Event of Default in this Agreement or the Bond Purchase Agreement shall also constitute a default under the related mortgage loan and providing for immediate acceleration of the balance due on such mortgage loan without further notice, thereby entitling the Collateral Agent or Control Party, as applicable to all rights and remedies under the terms of such mortgage loan;

·                   encumber any improvements with a first priority lien by and through the mortgage.  For purposes of this paragraph, “improvements” means: any buildings, improvements, equipment, fixtures and permanent plantings located in or on or appurtenant to the

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collateral, and all additions, replacements, and improvements hereafter made to or placed in or on the collateral; all rights-of-way, easements, rents, issues, profits, income, proceeds and general intangibles from the collateral, tenements, hereditaments, remainders, reversions, privileges and appurtenances belonging unto the collateral, however evidenced which are used or enjoyed in connection with the real property now or hereafter owned or belonging to the same or which hereafter may be acquired and so used or enjoyed; all water and water rights now owned or hereafter acquired whether such water and water rights are riparian, appropriative or otherwise and whether or not appurtenant to the collateral, along with all ditch and ditch rights and any shares of stock, licenses, permits and contracts evidencing such water or ditch rights, and all wells, reservoirs, dams, embankments or fixtures relating to the collateral; all windmills, pumps, irrigation equipment, motors, engines, and devices of every kind now or hereafter used for or in connection with the irrigation of the collateral, or for stock watering or domestic purposes thereon, and all grain bins and storage bins, which are owned by the Grantor or Performance Guarantor and which are located on the collateral described above together with all additional accessions, replacements, improvements, repairs and substitutions to the collateral and the proceeds thereof and all other fixtures now or hereafter located upon the collateral, all of which are declared to be appurtenant to the collateral, or incident to the ownership thereof, or used in connection therewith.  Notwithstanding the foregoing or anything herein to the contrary, the Grantor is not granting any lien or security interest with respect to, and references to the pledged real property or improvements shall not include, any agricultural operations, crops and related permanent plantings, irrigation facilities and water rights that are owned in each case by tenants at such property (collectively, “ Tenant Improvements ”); and

·                   contain provisions, consistent with standard industry practice, requiring that upon default of the mortgage loan, (i) all leases and security deposits on the related collateral shall be assigned to the lender and (ii) all rents and revenues from the related collateral shall be assigned to the lender.

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Schedule II

PLEDGE AND SECURITY AGREEMENT DATED AS OF [                         ]

CERTIFICATE OF PLEDGED COLLATERAL FILED WITH
FEDERAL AGRICULTURAL MORTGAGE CORPORATION, Collateral Agent

                   , Chief Executive Officer (or Chief Financial Officer or Controller) and                            , Vice-President, respectively, of [Grantor][Performance Guarantor], hereby certify to the Control Party and the Collateral Agent under the above-mentioned Pledge and Security Agreement as amended to the date hereof (herein called the “Pledge Agreement”) as follows:

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All terms which are defined in the Pledge Agreement are used herein as so defined.

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EXHIBIT A

QUALIFIED LOAN FILE CUSTODY PROCEDURES

1.                                       Delivery of Custodial Files . (a)  The Grantor (or the Performance Guarantor, as applicable) is required to deliver to the Collateral Agent any and all documents or records relating to the Qualified Loans (with respect to any Qualified Loan, a “ Qualified Loan File ”), which shall be listed by the Grantor (or Performance Guarantor, as applicable) on the Qualified Collateral Schedule, and the Collateral Agent shall hold such Qualified Loan Files in accordance with the terms of this Exhibit A .

(b)                                  From time to time, the Grantor (or Performance Guarantor, as applicable) may forward to the Collateral Agent additional original documents or additional documents evidencing an assumption, modification, consolidation or extension of a Qualified Loan. Upon receipt of such documents by the Collateral Agent, such documents shall constitute a part of the Qualified Loan File for the related Qualified Loan.  The Collateral Agent is entitled to rely upon the Qualified Collateral Schedule provided as of the most recent date of delivery as the conclusive schedule in its review of the submitted Qualified Loan File.  The Collateral Agent is under no duty to verify the existence of any endorsements to the policy of title insurance or the existence, validity or priority of any liens of security interest in any personal property securing the related Qualified Loan.

(c)                                   Within thirty (30) days after the later of (i) the date of delivery of the Qualified Loan Files by the Grantor (or Performance Guarantor, as applicable), and (ii) receipt by the Collateral Agent of check-in instructions for the Qualified Loan Files and, if applicable, the Mortgage Documents and any other instruments and/or documents contained in the Qualified Loan Files, from the Grantor (or Performance Guarantor, as applicable), the Collateral Agent shall review the Qualified Loan Files received by it in accordance with the check-in instructions, and shall deliver to the Bond Guarantor, the Grantor or their designees a certification (a “ Trust Receipt ”) substantially in the form agreed to by the parties hereto and the Bond Guarantor, as to each Qualified Loan listed on the Qualified Collateral Schedule.  The Collateral Agent shall not be responsible to verify the validity, sufficiency or genuineness of any document in any Qualified Loan File.

2.                                       Custody of Qualified Loan Documents .  The Collateral Agent shall segregate and maintain continuous custody of all documents constituting each Qualified Loan File received by it in secure and fire-resistant facilities in accordance with its customary standards for such custody and shall provide the Grantor and the Performance Guarantor written notice of such location.

3.                                       Release for Servicing .  From time to time and as appropriate for the foreclosure or servicing of any of the Qualified Loans or in connection with a Qualified Loan which has been paid in full, the Collateral Agent is hereby authorized, upon delivery by the Grantor (or Performance Guarantor, as applicable) to the Collateral Agent, with a copy to the parties hereto and the Bond Guarantor, of a written request in a form agreed upon by the parties hereto and the Bond Guarantor (a “ Request for Release of Qualified Loan File ”), to release to the Grantor (or Performance Guarantor, as applicable) the related Qualified Loan Files.  The Collateral Agent shall have no duties or obligations and no liability with respect to any Qualified Loan File so

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released to the Grantor (or Performance Guarantor, as applicable) for any period of time so released to the Grantor (or Performance Guarantor, as applicable).  In the event that the Grantor (or Performance Guarantor, as applicable) returns a Qualified Loan File or other documents previously released by the Collateral Agent to the Grantor (or Performance Guarantor, as applicable) the Qualified Loan File or other documents so returned shall once again be subject to the provisions of the Pledge and Security Agreement.

4.                                       Copies of Qualified Loan Documents .  Upon the written request of any of the Grantor (or Performance Guarantor, as applicable) or the Control Party and at the cost and expense of the Grantor (or Performance Guarantor, as applicable) under the Pledge and Security Agreement, the Collateral Agent shall provide the requesting Grantor (or Performance Guarantor, as applicable), the Control Party or their designees with copies of any documents in the possession of the Collateral Agent relating to the Qualified Collateral.

5.                                       Examination of Qualified Loan Files . Upon five (5) Business Days prior written notice to the Collateral Agent, the Bond Guarantor, the Grantor, the Performance Guarantor, or any of their agents, accountants, attorneys, auditors and prospective purchasers will be permitted during normal business hours to examine the Qualified Loan Files and any other documents, records and papers in the possession of or under the control of the Collateral Agent relating directly to the administration of any or all of the Qualified Loans.  Any costs associated with such examination shall be paid by the Grantor or Performance Guarantor under the Pledge and Security Agreement.

6.                                       Attachment of Qualified Loan Files . In the event that any party to the Pledge and Security Agreement shall be served by a third party with any type of levy, attachment, writ or garnishment with respect to any document contained in a Qualified Loan File, or in the event any third party shall institute any court proceeding by which any document included in the Qualified Loan Files shall be required to be delivered otherwise than in accordance with the provisions of the Pledge and Security Agreement, the party which received such service shall immediately deliver or cause to be delivered to the other parties hereto, and to the Grantor, the Performance Guarantor, and the Bond Guarantor, copies of all court papers, orders, documents and other materials concerning such proceedings.  The Collateral Agent shall continue to hold and maintain all documents contained in the Qualified Loan Files received by it pursuant to the provisions of the Pledge and Security Agreement pending an order of a court of competent jurisdiction permitting or directing disposition hereof. Upon final determination of such court, the Collateral Agent shall dispose of such documents held by it as directed by such determination or, if no such determination is made, in accordance with the provisions of the Pledge and Security Agreement. Expenses of the Collateral Agent incurred as a result of the attachment of any document contained in a Qualified Loan File shall be paid pursuant to the Pledge and Security Agreement.  This subsection shall not be deemed to create any rights in property belonging to the Grantor, the Performance Guarantor, or the Bond Guarantor in favor of any third party.

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Exhibit B

SECURITIES ACCOUNT CONTROL AGREEMENT

among

[                                       ],

[                                        ] and

[                                        ], AS SECURITIES INTERMEDIARY

Dated as of

TABLE OF CONTENTS

i

THIS SECURITIES ACCOUNT CONTROL AGREEMENT (the “ Agreement ”) is dated as of [               ], 20[  ], between Farmland Partners Operating Partnership, LP (the “ Grantor ”), Farmland Partners Inc. (the “ Performance Guarantor ”), and [                    ], as securities intermediary (in such capacity, the “ Securities Intermediary ”).

W I T N E S S E T H

WHEREAS, the Grantor has issued one or more AgVantage Bonds pursuant to an AgVantage Bond Purchase Agreement dated as of [                ] (as amended, supplemented or modified from time to time the “ AgVantage Bond ”;

WHEREAS, the Grantor desires to grant to the Collateral Agent, for the benefit of the AgVantage Bond Holder, a security interest in the collateral hereinafter described as security for the obligations of the Grantor under the AgVantage Bond as more particularly described below;

WHEREAS, the Grantor and Performance Guarantor have entered into the Pledge and Security Agreement, dated as of [                ] (as amended, supplemented or modified from time to time the “ Security Agreement ”), with the Collateral Agent;

WHEREAS, the Grantor, the Performance Guarantor, the Securities Intermediary and the Collateral Agent are entering into this Agreement to provide for the control of the Collateral and to perfect the security interest of the Collateral Agent therein.

NOW THEREFORE, for valuable consideration and intending to be legally bound, the Grantor and the Collateral Agent do hereby enter into this Agreement.

ARTICLE 1
DEFINITIONS; INTERPRETATIONS

SECTION 1.1                               Certain Terms Defined .  In this Agreement, the following terms shall have the meanings specified in this Section for all purposes of this agreement, unless otherwise expressly provided.

“ Account ” means a securities account established at[                       ], which is a securities account within the meaning of Section 8-501(a) of the UCC.

“ Agreement ” means this instrument as originally executed and delivered and as the same may be amended, supplemented, modified, restated or replaced from time to time.

“ AgVantage Bond ” has the meaning in the first recital of this Agreement.

“ Assignee ” has the meaning set forth in Section 6.2(c) hereof.

“ Bond Purchase Agreement ” means the AgVantage Bond Purchase Agreement dated as of [              ] among the Grantor, the Performance Guarantor, the Purchaser and Farmer Mac, as the same may be amended from time to time in accordance with the terms thereof.

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“ Business Day ” means a day (other than a Saturday or Sunday) on which commercial banks and foreign exchange markets are open for business in New York, New York.

“ Collateral ” means the Account, cash, U.S. Treasury securities or securities fully guaranteed by an agency or instrumentality of the United States, security entitlements, financial assets, credit balances and other assets and property and all instruments, in each case from time to time deposited or held in or transferred or credited to or carried in the Account.

“ Collateral Agent ” shall mean the Federal Agricultural Mortgage Corporation.

“ Entitlement Order ” has the meaning set forth in Section 3.1 hereof.

“ Event of Default ” has the meaning set forth in Section 3.1 of the Security Agreement.

“ Notice of Exclusive Control ” has the meaning set forth in Section 3.2 hereof.

“ Responsible Officer ” shall mean any officer within the corporate trust department of the Collateral Agent, including any vice president, assistant vice president, secretary, assistant treasurer, trust officer or any other officer of the Collateral Agent who customarily performs functions similar to those performed by persons who at the time shall be officers, respectively, or to whom any corporate trust matter is referred because of such person’s knowledge of and familiarity with the particular subject and, in each case, who shall have responsibility for the administration of the Security Agreement.

“ Securities Intermediary ” has the meaning set forth in the first paragraph of this Agreement.

“ Security Agreement ” has the meaning in the fifth recital of this Agreement.

 “Trade” has the meaning set forth in Section 3.2 hereof.

“ UCC ” means the Uniform Commercial Code as in effect in the State of New York

SECTION 1.2                               Interpretation .  For all purposes of this Agreement except as otherwise expressly provided or unless the context otherwise requires:

(a)                                  the terms defined in this Article shall have the meanings ascribed in this Article and shall include the plural as well as the singular;

(b)                                  all accounting terms used and not expressly defined herein shall have the meanings given to them in accordance with United States generally accepted accounting principles, and the term “generally accepted accounting principles” shall mean such accounting principles which are generally accepted at the date or time of any computation or at the date hereof;

(c)                                   references to Exhibits, Articles, Sections, paragraphs, subparagraphs and clauses shall be construed as references to the Exhibits, Articles, Sections, paragraphs, subparagraphs and clauses of this Agreement;

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(d)                                  the words “herein”, “hereof” and “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular Article, Section or other subdivision;

(e)                                   the words “include”, “includes” and “including” shall be construed to be followed by the words “without limitation”;

(f)                                    Article and Section headings are for the convenience of the reader and shall not be considered in interpreting this Agreement or the intent of the parties hereto; and

(g)                                   capitalized terms used herein and not otherwise defined shall have the meanings ascribed in the Bond Purchase Agreement.

ARTICLE 2
THE ACCOUNT

SECTION 2.1                               UCC Provisions.   Each party hereto agrees that the Account constitutes a “securities account” within the meaning of Article 8 of the UCC and with respect to the property from time to time credited to the Account, the Securities Intermediary is the “securities intermediary” and that the granting party (whether the Grantor or the Performance Guarantor) is the “entitlement holder”, each within the meaning of the UCC.  For purposes of perfecting the security interest of the Collateral Agent in any property (at any time now or hereafter held in or credited to the Account), the Securities Intermediary hereby acknowledges that it holds and will hold such property as collateral for the benefit of the Collateral Agent, subject to the terms and conditions of this Agreement.  All property delivered to the Securities Intermediary and directed by the Grantor or Performance Guarantor to be included in the Account pursuant to the terms of the Security Agreement shall be promptly credited to the Account.  All parties agree that the Account and all property held by the Securities Intermediary in the Account, including without limitation cash or credit balances, will be treated as investment property under Article 9 of the UCC and financial assets under Article 8 of the UCC.

SECTION 2.2                               Indorsements.   Each of the Grantor and Performance Guarantor agrees that all securities or other property underlying any financial assets credited to the Account shall be registered in the name of the Securities Intermediary, indorsed to the Securities Intermediary or in blank or credited to another securities account maintained in the name of the Securities Intermediary and that in no case will any financial asset credited to the Account be registered in the name of the Grantor or Performance Guarantor, payable to the order of the Grantor or Performance Guarantor, or specially indorsed to the Grantor or Performance Guarantor.  The Securities Intermediary agrees that it shall promptly (and in any event within five Business Days) notify the Collateral Agent, the Performance Guarantor, and the Grantor in writing after becoming aware (using reasonable care in the Securities Intermediary’s normal business practices) that any financial asset credited to the Account is registered or indorsed in contravention of this Section 2.2; provided, however, that the Securities Intermediary shall have no liability hereunder for the failure to deliver such notice except to the extent such failure results from its gross negligence or willful misconduct.

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SECTION 2.3                               Priority of Lien .  The Securities Intermediary hereby acknowledges the security interest granted to the Collateral Agent by the Grantor and the Performance Guarantor, as applicable.  The Securities Intermediary hereby waives and releases all liens, encumbrances, claims and rights of setoff it may have against the Collateral or any credit balance in the Account and agrees that it will not assert any such lien, encumbrance, claim or right against the Account (including any financial asset carried in the Account or any credit balance in the Account) or any other Collateral, except for the right to be reimbursed for amounts advanced to settle authorized transactions under the Security Agreement.

ARTICLE 3
CONTROL

SECTION 3.1                               Grant of Control .  The Securities Intermediary will comply with all notifications it receives directing it to transfer or redeem any property in the Account (each an “ Entitlement Order ”) or other directions concerning the Account (including, without limitation, directions to distribute to the Collateral Agent proceeds of any such transfer or redemption or interest or dividends on property in the Account) to the extent directed by the Collateral Agent without further consent from the Grantor, the Performance Guarantor, or any other person.  The Securities Intermediary will not agree with any third party that the Securities Intermediary will comply with Entitlement Orders concerning the Collateral originated by such third party without the prior written consent of the Collateral Agent and, unless an Event of Default has occurred and is continuing, the Grantor and the Performance Guarantor.

SECTION 3.2                               Grantor’s Rights in Account .  Until the Securities Intermediary receives a notice from the Collateral Agent in the form of Exhibit A (a “ Notice of Exclusive Control ”) that the Collateral Agent will exercise exclusive control over the Account, the Securities Intermediary shall: (i) distribute to the Grantor all interest and regular cash dividends on property in the Account, if any, (ii) allow the Grantor to exercise all voting rights, if any, relating to the security entitlements and financial assets credited to the Account and (iii) settle purchases, sales, free receipts, free deliveries, exchanges, substitutions and other transactions initiated by Grantor or Grantor’s authorized representatives (collectively, “ Trades ”, and each individually, a “ Trade ”).  The Grantor shall be solely responsible to comply with the valuation requirements on the Collateral described in the Security Agreement.  If the Securities Intermediary receives from the Collateral Agent a Notice of Exclusive Control, the Securities Intermediary will cease (a) distributing to the Grantor (and will not distribute to the Performance Guarantor) any interest and dividends on property in the Account, (b) allowing the Grantor or the Performance Guarantor to exercise any voting rights and (c) settling Trades initiated by Grantor or Grantor’s authorized representatives, including the Performance Guarantor.  The Collateral Agent may deliver to the Securities Intermediary a Notice of Exclusive Control only if an Event of Default has occurred and is continuing.

ARTICLE 4
REPRESENTATIONS AND WARRANTIES; UNDERTAKINGS

SECTION 4.1                               The Representations and Warranties of the Securities Intermediary.   The Securities Intermediary hereby represents and warrants to the Grantor and the Collateral Agent that:

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(a)                                  the Account has been established in the name of the Grantor as recited above;

(b)                                  the Account statements to be provided from time to time to the Grantor pursuant to this Agreement will contain a complete and accurate statement of the “financial assets”, as defined in Article 8 of the UCC, maintained in the Account, which account has been titled to reflect the security interest of the Collateral Agent therein;

(c)                                   there are no claims to or interests in the Account arising by, through or from the Securities Intermediary (other than those expressly permitted hereby) and, to the best of a Responsible Officer of the Securities Intermediary’s knowledge, there is no other claim to or interest in the Account except for the claims and interest of the Collateral Agent and Grantor in the Account; and

(d)                                  that valid and legally binding “security entitlements”, as defined in Article 8 of the UCC, have been created with respect to the financial assets to be carried in the Account and pledged to the Collateral Agent pursuant to the Security Agreement; and the Securities Intermediary hereby acknowledges the creation and existence of such security entitlements.

SECTION 4.2                               Undertakings of the Securities Intermediary .  The Securities Intermediary hereby undertakes as follows:

(a)                                  to send copies of:  (i) all monthly statements concerning the Account to each of Grantor and the Collateral Agent at their respective addresses set forth in the heading of this Agreement and (ii) any other information concerning the Account or Collateral reasonably requested by the Collateral Agent to the Collateral Agent at the address set forth in the heading of this Agreement;

(b)                                  to provide to the Collateral Agent with online access to the Account upon execution of such documentation as the Securities Intermediary shall reasonably request; and

(c)                                   upon receipt of written notice of any lien, encumbrance or adverse claim against the Account or in any financial asset carried therein, to make reasonable efforts to notify the Collateral Agent and the Grantor thereof.

ARTICLE 5
LIMITATION OF RESPONSIBILITY; INDEMNIFICATION

SECTION 5.1                               Limitation of Responsibility of Securities Intermediary .

The Securities Intermediary shall have no responsibility or liability to the Collateral Agent for complying with Trade directions from the Grantor, or the Grantor’s authorized representatives, which are received by the Securities Intermediary before the Securities Intermediary receives a Notice of Exclusive Control.  The Securities Intermediary shall have no responsibility or liability to the Grantor for (i) complying with any Notice of Exclusive Control or (ii) for complying with Entitlement Orders concerning the Collateral originated by the Collateral Agent.  The Securities Intermediary shall have no responsibility or liability to the Collateral Agent with respect to the

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value of the Collateral.  The Securities Intermediary shall have no duty to investigate or make any determination as to whether an Event of Default exists under any agreement between the Grantor and the Collateral Agent and shall comply with all notices whether or not it believes that any such Event of Default exists.  This Agreement does not create any obligation or duty of the Securities Intermediary other than those expressly set forth herein.

SECTION 5.2                               Indemnification of Securities Intermediary .  The Grantor hereby agrees to indemnify, defend and hold harmless the Securities Intermediary, its directors, officers, agents and employees against any and all claims, causes of action, liabilities, lawsuits, demands and damages, including without limitation, any and all court costs and reasonable attorney’s fees, in any way related to or arising out of or in connection with this Agreement or any action taken or not taken pursuant hereto, except to the extent as a result of the Securities Intermediary’s gross negligence or willful misconduct.

ARTICLE 6
MISCELLANEOUS

SECTION 6.1                               Successors and Assigns of Grantor Bound By Agreement .  All obligations, covenants, agreements and duties of the Grantor and the Performance Guarantor contained in this Agreement shall bind the respective permitted successors and assigns of the Grantor and the Performance Guarantor, whether so expressed or not.

SECTION 6.2                               Amendments; Assignments .

(a)                                  This Agreement will not be amended, modified, restated, supplemented or replaced in any manner, except with the written consent of the Grantor, the Performance Guarantor, the Securities Intermediary and the Collateral Agent.

(b)                                  Subject to clause (c) below, this Agreement may not be transferred, assigned, hypothecated or alienated in any manner whatsoever, except with the prior written consent of the Grantor, the Performance Guarantor, the Securities Intermediary and the Collateral Agent.

(c)                                   The Grantor hereby agrees that, in the event that the Collateral Agent assigns, transfers or conveys its rights and duties under the Security Agreement to any party (the “ Assignee ”), the Collateral Agent shall have the right to assign and transfer this Agreement and the control created hereby to the Assignee, and the Grantor and the Securities Intermediary hereby consent to such assignment and transfer.

SECTION 6.3                               Governing Law .  This Agreement shall be construed and enforced according to the laws of the State of New York, including, without limitation, Section 5-1401 of the General Obligations Law of the State of New York, but otherwise without regard to the conflicts of law provisions thereof.  The parties hereto agree that the jurisdiction of the Account is the State of New York.

SECTION 6.4                               Customer Agreement .  In the event of a conflict between this Agreement and any other agreement between the Securities Intermediary, the Performance Guarantor, and the Grantor, the terms of this Agreement will prevail.  Regardless of any provision in any such

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agreement relating to the law governing the Account, the parties hereto agree that the establishment and maintenance of the Account, and all interests, duties and obligations with respect thereto, shall be governed by the laws of the State of New York.

SECTION 6.5                               Consent to Jurisdiction .  Each party to this Agreement submits for itself and in connection with its properties, generally and unconditionally, to the nonexclusive jurisdiction of the United States federal court located in the Southern District of New York, for purposes of any legal proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. Each party to this Agreement irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of the venue of any such proceeding brought in such a court and any claim that any such proceeding brought in such a court has been brought in an inconvenient forum. Each party to this Agreement hereby consents to process being served in any suit, action or proceeding with respect to this Agreement, or any document delivered pursuant hereto, by the mailing of a copy thereof, by registered or certified mail, postage prepaid, return receipt requested, to its respective address specified at the time for notices under this Agreement or to any other address of which it shall have given written notice to the other party hereto. The foregoing shall not limit the ability of any party hereto to bring suit in the courts of any other jurisdiction.

SECTION 6.6                               Waiver of Jury Trial .  Each of the parties to this Agreement irrevocably and expressly waives any and all right to a trial by jury with respect to any legal proceeding arising out of or relating to this Agreement or any claims or transactions in connection herewith. Each of the parties hereto hereby acknowledges that such waiver is made with full understanding and knowledge of the nature of the rights and benefits waived hereby.

SECTION 6.7                               Future Agreement .  This Agreement and the Security Agreement embody the entire agreement and understanding between the parties hereto relating to the subject matter hereof and supersedes all prior agreements between such parties that relate to the subject matter, unless otherwise agreed to in writing by all parties.

SECTION 6.8                               Limitation on Rights of Others .  The provisions of this Agreement are solely for the benefit of the Grantor, the Securities Intermediary and the Collateral Agent and nothing in this Agreement, whether express or implied, shall be construed to give to any other person any legal or equitable right, remedy or claim under or in respect of this Agreement or any covenants, conditions or provisions contained herein.

SECTION 6.9                               Notices .  All communications hereunder shall be in writing (including facsimile) and shall be personally delivered, mailed or transmitted by facsimile, respectively, to a party at the address previously furnished in writing to each other party.

SECTION 6.10                        Severability .  If any provision of, or obligation under, this Agreement, or the application thereof to any person or under any circumstance, shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions of, and any obligations under, this Agreement, or the application of such provision in any other jurisdiction shall not in any way be affected or impaired thereby, and each provision of this Agreement shall be valid and enforceable to the extent permitted by applicable law.

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SECTION 6.11                        Counterparts .  This Agreement and any amendments, modifications, restatements, supplements and/or replacements hereof, or waivers or consents hereto, may be executed in any number of counterparts, and by different parties hereto in separate counterparts, each of which, when so executed and delivered, shall be deemed to be an original and all of which counterparts, when taken together, shall constitute one and the same instrument.  This Agreement shall become effective upon the execution of a counterpart by each of the parties hereto.

SECTION 6.12                        No Waiver .  No failure on the part of the parties hereto to exercise, and no delay in exercising, and no course of dealing with respect to, any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof or the exercise of any other right, power or privilege operate as such a waiver.

SECTION 6.13                        Remedies Cumulative .  No right, power or remedy of the parties hereunder shall be exclusive of any other right, power or remedy, but shall be cumulative and in addition to any other right, power or remedy thereunder or now or hereafter existing by law or in equity.

ARTICLE 7
TERMINATION OF AGREEMENT

SECTION 7.1                               Termination of this Agreement .  The rights and powers granted herein to the Collateral Agent have been granted in order to perfect its security interest in the Collateral, are powers coupled with an interest and will not be affected by the lapse of time or any other matter or circumstance.  The obligations of the Securities Intermediary hereunder shall continue in effect until the earlier of (i) the date on which the Grantor makes suitable arrangements with the consent of the Collateral Agent following the resignation of the Securities Intermediary and (ii) the Collateral Agent, upon termination of the Security Agreement, has notified the Securities Intermediary in writing that this Agreement is to be terminated.

SECTION 7.2                               Evidence of Termination .  Upon the termination of this Agreement, each of the Securities Intermediary and the Collateral Agent will execute and deliver to the Grantor such documents as the Grantor shall prepare at its own expense and reasonably request to evidence the termination of this Agreement.

IN WITNESS WHEREOF , the undersigned have duly caused this Agreement to be executed and delivered as a deed as of the date first above written.

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EXHIBIT A

NOTICE OF EXCLUSIVE CONTROL

[Name and address of

Securities Intermediary]

Ladies and Gentlemen:

Reference is made to that Securities Account Control Agreement, dated as of [               ], 20[  ] among [                                  ], as Securities Intermediary, [                                           ], as Grantor, and [                             ], as the Collateral Agent (the “ Control Agreement ”).  Terms used but not defined herein shall have the meanings assigned to them in the Control Agreement.

In accordance with Section 3.2 of the Control Agreement, the Collateral Agent hereby provides notice to the Securities Intermediary of its intent to exercise exclusive control over the Account; this notice shall serve as a Notice of Exclusive Control under the Control Agreement.

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Exhibit 10.3

AMENDMENT NO. 1 TO
AMENDED AND RESTATED

AGVANTAGE BOND PURCHASE AGREEMENT

This AMENDMENT NO. 1 (the “ Amendment ”) to the AMENDED AND RESTATED AGVANTAGE BOND PURCHASE AGREEMENT, dated as of March 1, 2015 (the “ Bond Purchase Agreement ”), among FARMER MAC MORTGAGE SECURITIES CORPORATION (the “Purchaser”), a wholly owned subsidiary of FEDERAL AGRICULTURAL MORTGAGE CORPORATION, a federally-chartered instrumentality of the United States and an institution of the Farm Credit System (“ Farmer Mac ” or the “ Guarantor ”); FARMLAND PARTNERS OPERATING PARTNERSHIP, LP, a Delaware limited partnership (“ Issuer ”); FARMLAND PARTNERS INC., a Maryland corporation, and the consolidated parent company of Issuer (the “ REIT ”); and Farmer Mac, as Guarantor, is dated June 2, 2015 (the “ Amendment Effective Date ”).  Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to them in the Bond Purchase Agreement.

RECITALS

WHEREAS, Farmer Mac, the Purchaser, Issuer and the REIT desire to amend the Bond Purchase Agreement to increase the aggregate amount of AgVantage Bonds that may be issued and sold by Issuer from time to time; and

WHEREAS, Section 8.06 of the Bond Purchase Agreement provides that the Bond Purchase Agreement may be amended pursuant to an agreement in writing entered into by Farmer Mac, the Purchaser, Issuer and the REIT.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Bond Purchase Agreement is hereby amended as follows:

1.                                       The first sentence of Section 2.01 of the Bond Purchase Agreement is hereby amended and restated in its entirety as follows:

“The Purchaser agrees to purchase Bonds, at 100% of their principal amount, from time to time before the Final Issuance Date, as requested by Issuer by written notice (each, a “ Notice of Requested Borrowing ”) and approved by Farmer Mac in an aggregate principal amount, for all Bonds outstanding hereunder at any one time, not in excess of $165,000,000, subject to satisfaction of the conditions set forth herein and agreement between the parties hereto as to the terms of the applicable Pricing Agreement.”

2.                                       All other provisions of the Bond Purchase Agreement shall be unmodified and shall remain in full force and effect.

3.                                       This Amendment shall be governed by, and construed in accordance with, federal law.  To the extent federal law incorporates state law, that state law shall be the laws of the State of New York applicable to contracts made and performed therein.

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

[SIGNATURE PAGE FOLLOWS]

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IN WITNESS WHEREOF, each party hereto has caused this Amendment to be executed by an authorized officer as of the Amendment Effective Date.

[Signature page to Amendment No. 1 to Amended and Restated AgVantage Bond Purchase Agreement]