Exhibit 10.1

REGISTRATION RIGHTS AGREEMENT

BY AND AMONG

FARMLAND PARTNERS INC. AND

THE HOLDERS NAMED HEREIN

DATED: FEBRUARY 2, 2017

REGISTRATION RIGHTS AGREEMENT

This Registration Rights Agreement (this “ Agreement ”) is entered into as of February 2, 2017 by and among Farmland Partners Inc., a Maryland corporation (the “ Company ”), and each of the holders (collectively, the “ Holders ” and each individually, a “ Holder ”) of common units of limited partnership interest in Farmland Partners Operating Partnership, LP, a Delaware limited partnership (“ FPI OP ”), as set forth on Exhibit A hereto.

WHEREAS, upon consummation of the transactions contemplated by that certain Agreement and Plan of Merger, dated September 12, 2016 (the “ Merger Agreement ”), by and among the Company, FPI OP, Farmland Partners OP GP LLC, FPI Heartland LLC, FPI Heartland Operating Partnership, LP, FPI Heartland GP LLC, American Farmland Company and American Farmland Company L.P., the Holders received Class A common units of limited partnership interest in FPI OP (“ FPI OP Units ”) and, in connection with such transaction, the Company desires to grant certain registration rights to the Holders;

WHEREAS, pursuant to the Second Amended and Restated Agreement of Limited Partnership of FPI OP, dated April 14, 2014 (such agreement, as amended from time to time, the “ Partnership Agreement ”), the Holders may tender such FPI OP Units for redemption on or after the date that is 12 months from the date of issuance of such FPI OP Units to the applicable Holder (a “ Redemption ”), unless such 12-month period is otherwise lessened or waived by the Company, in its sole discretion; and

WHEREAS, upon notice of a Redemption, the Company, in its sole discretion, may elect to deliver cash or shares of its common stock, par value $0.01 per share (“ Common Stock ”), in exchange for FPI OP Units tendered for redemption.

NOW, THEREFORE, in consideration of the foregoing, the mutual promises and agreements set forth herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

1.                                       Certain Definitions .

As used in this Agreement, in addition to the other terms defined herein, the following capitalized terms shall have the following meanings:

“ Agreement ” shall have the meaning set forth in the preamble to this Agreement.

“ Affiliate ” shall mean a Person that directly or indirectly though one or more intermediaries, controls, is controlled by, or is under common control with a specified Person.

“ Common Stock ” shall have the meaning set forth in the recitals to this Agreement.

“ Company ” shall have the meaning set forth in the preamble to this Agreement.

“ Company Offering ” shall have the meaning set forth in Section 8 hereof.

“ Contribution Agreement ” shall have the meaning set forth in the recitals to this Agreement.

“ Exchange Act ” shall mean the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

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“ Holder ” or “ Holders ” shall have the meaning set forth in the preamble to this Agreement.

“ Indemnitee ” shall have the meaning set forth in Section 5 hereof.

“ NYSE ” shall mean the New York Stock Exchange.

“ Offering Blackout Period ” shall have the meaning set forth in Section 8 hereof.

“ Permitted Free Writing Prospectus ” shall have the meaning set forth in Section 3(b)  hereof.

“ Person ” shall mean any natural person, partnership, association, limited liability company, corporation, trust, or unincorporated organization, or other governmental or legal entity.

“ Prospectus ” shall mean the prospectus included in the Registration Statement, including any preliminary prospectus (including any Permitted Free Writing Prospectus, as defined above), as amended or supplemented by any prospectus supplement with respect to the terms of the offering of any portion of the Registrable Shares (as defined below) covered by such Registration Statement, and by all other amendments and supplements to such prospectus, including post-effective amendments, and in each case including all material incorporated by reference therein.

“ Registrable Shares ” shall mean the Shares and any shares of Common Stock or other securities issued or issuable in respect of Registrable Shares by way of spin-off, dividend or other distribution, stock split or in connection with a combination of shares, reclassification, merger, consolidation or reorganization; provided , however , that Registrable Shares shall not include (a) Shares for which the Registration Statement relating to the issuance and/or sale thereof has become effective under the Securities Act and which have been disposed of under such Registration Statement, (b) Shares sold pursuant to Rule 144, or (c) if, in the opinion of counsel reasonably acceptable to the Company and the Holders, Shares are eligible to be sold in a transaction exempt from the registration and prospectus delivery requirements of the Securities Act and the Company has removed all transfer restrictions and legends with respect to the registration and prospectus delivery requirements for the consummation of such sale.

“ Registration Expenses ” shall mean any and all expenses incident to the performance of or compliance with this Agreement, including without limitation: (i) all registration and filing fees; (ii) all fees and expenses associated with a required listing of the Registrable Shares on any securities exchange; (iii) all fees and expenses with respect to filings required to be made with the NYSE or any other securities exchange; (iv) all fees and expenses of compliance with state securities or “blue sky” laws (including reasonable fees and disbursements of counsel for the holders of securities in connection with blue sky qualifications of the securities and determination of their eligibility for investment under the laws of such jurisdictions); (v) all printing expenses, messenger, telephone and delivery expenses; and (vi) all fees and disbursements of counsel for the Company and customary fees and expenses for independent certified public accountants retained by the Company (including the expenses of any comfort letters or costs associated with the delivery by independent registered public accountants of a comfort letter or comfort letters); provided , however , that Registration Expenses shall not include, and the Company shall not have any obligation to pay, any underwriting fees, discounts, or commissions attributable to the sale of such Registrable Shares, or any legal fees and expenses of counsel to any Holder and any underwriter engaged by any Holder.

“ Registration Statement ” shall mean any registration statement of the Company which covers the resale of any of the Registrable Shares under the Securities Act on an appropriate form, and all amendments and supplements to such registration statement, including post-effective amendments, in each case including the Prospectus contained therein, all exhibits thereto and all materials incorporated by reference therein.

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“ Rule 144 ” shall mean Rule 144 promulgated under the Securities Act (or any successor provision).

“ SEC ” shall mean the Securities and Exchange Commission.

“ Securities Act ” shall mean the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

“ Shares ” shall mean all shares of Common Stock issuable to Holders upon redemption of, or in exchange for, FPI OP Units held by such Holders pursuant to the Partnership Agreement and any other Common Stock which may be issued in respect of, in exchange for, or in substitution for, any Common Stock, whether by reason of any stock split, stock dividend, reverse stock split, recapitalization, combination or otherwise.

“ Shelf Registration Expiration Date ” shall have the meaning set forth in Section 2(a)  hereof.

“ Suspension Event ” shall have the meaning set forth in Section 8 hereof.

“ WKSI ” shall have the meaning set forth in Section 2(a)  hereof.

2.                                       Registration .

a.                                       Filing of Registration Statement .  Subject to the provisions of Section 2(b)  hereof, the Company shall use commercially reasonable efforts to file with the SEC a Registration Statement on Form S-3, or such other comparable form as may be appropriate and available (a “ Registration Statement ”) under Rule 415 under the Securities Act relating to the resale of the Registrable Shares by the Holders upon redemption of, or in exchange for, the FPI OP Units held by the Holders, such filing to be made as soon as practicable following the first date in which the FPI OP Units issued pursuant to the Merger Agreement may be tendered for redemption by the Holders in accordance with the Partnership Agreement. The Company shall use commercially reasonable efforts to cause such Registration Statement to become or be declared effective by the SEC for all of the Registrable Shares covered thereby as soon as practicable thereafter.  The Company shall use commercially reasonable efforts to keep the Registration Statement (or a successor Registration Statement filed with respect to the Registrable Shares) continuously effective until the date (the “ Shelf Registration Expiration Date ”) that is the earlier of (a) the date on which all Registrable Shares have been disposed of by the Holders; (b) the date on which all Registrable Shares covered thereby are eligible for immediate sale pursuant to Rule 144 (or any successor provision) without regard to volume limitations or other restrictions on transfer thereunder or (c) the date that is two years after the date of effectiveness of the Registration Statement. To the extent the Company is a well-known seasoned issuer (as defined in Rule 405 under the Securities Act) (a “ WKSI ”) at the time that an Registration Statement is to be filed, the Company may file an automatic shelf registration statement which covers such Registrable Shares or, in lieu of filing a new Registration Statement, may file a Prospectus pursuant to Rule 424(b) under the Securities Act (or any successor provision) or post-effective amendment, as applicable, to include, in accordance with Rule 430B under the Securities Act (or any successor provision), such Registrable Shares in an automatic shelf registration statement previously filed by the Company (in each case, such Prospectus together with such previously filed Registration Statement will be considered the Registration Statement). The Holders will not offer or sell, without the Company’s consent, any Registrable Shares by means of any “free writing prospectus” (as defined in Rule 405 under the Securities Act) that is required to be filed by the Holders with the SEC pursuant to Rule 433 under the Securities Act (any free writing prospectus consented to by the Company, a “ Permitted Free Writing Prospectus ”).

b.                                       Limitation on Requirement of Company to File Registration Statement .  Notwithstanding anything to the contrary included in this Agreement, the Company shall not be required to include any Registrable Shares on the Registration Statement if, at the time the Company is required to file the Registration

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Statement pursuant to Section 2(a) , such Registrable Shares are eligible for immediate sale pursuant to Rule 144 (or any successor provision) without regard to volume limitations or other restrictions on transfer thereunder.

c.                                        Filing of Reports . The Company covenants that it will use its best efforts to timely file the reports required to be filed by the Company under the Securities Act and the Exchange Act so as to enable the Holders to sell the Registrable Shares pursuant to Rule 144 under the Securities Act.

d.                                       Information from Holders .  Upon request from the Company, and as a condition of the Company’s obligation to include any of a Holder’s Registrable Shares under the Registration Statement, a Holder shall provide to the Company all information about the Holder that counsel to the Company reasonably concludes is required to be included in the Registration Statement pursuant to applicable law, including Item 507 of Regulation S-K promulgated under the Securities Act (in the case of a Resale Registration Statement only) and any applicable “blue sky” laws, rules or regulations. Upon the request of the Company, Holders shall promptly provide updates of all Holder information included in the Registration Statement as applicable, provided , that the Company shall not be required to file any such information or updates more frequently than quarterly.

e.                                        Notification and Distribution of Materials . The Company shall notify the Holders of the effectiveness of any Registration Statement applicable to the Shares and shall furnish, without charge, to the Holders such number of copies of the Registration Statement (including any amendments, supplements and exhibits), the Prospectus contained therein (including each preliminary prospectus and all related amendments and supplements, if any) and any documents incorporated by reference in the Registration Statement or such other documents as the Holders may reasonably request in order to facilitate the sale of the Registrable Shares in the manner described in the Registration Statement; provided , however, that the Company shall not be required to furnish to the Holders any document (other than the Prospectus) to the extent that such document is accessible on the SEC’s Electronic Data Gathering Analysis and Retrieval System.

f.                                         Amendments and Supplements . The Company shall prepare and file with the SEC from time to time such amendments and supplements to the Registration Statement and Prospectus used in connection therewith as may be necessary to keep the Registration Statement (or a successor Registration Statement filed with respect to such Registrable Shares) effective and to comply with the provisions of the Securities Act with respect to the disposition of the Registrable Shares covered thereby until the Shelf Registration Expiration Date. The Company shall use commercially reasonable efforts to file any supplement or post-effective amendment to the Registration Statement with respect to the plan of distribution or a Holder’s ownership interests in his, her or its Registrable Shares that is reasonably necessary to permit the sale of such Holder’s Registrable Shares pursuant to the Registration Statement; provided , that Holders shall, upon request, promptly furnish the Company with updates of all necessary information required for filing such amendments and supplements, and provided , further , that the Company shall not be required to file any such amendment or supplement more frequently than quarterly. The Company shall file any necessary listing applications or amendments to the existing applications to cause the Shares registered under the Registration Statement to be then listed or quoted on the NYSE or such other primary exchange or quotation system on which the Common Stock is then listed or quoted.

g.                                        Notice of Certain Events . The Company shall promptly notify each Holder of, and confirm in writing, the filing of the Registration Statement or Prospectus, amendment or supplement related thereto or any post-effective amendment to the Registration Statement and the effectiveness of any post-effective amendment. At any time when a Prospectus relating to the Registration Statement is required to be delivered under the Securities Act by a Holder to a transferee, the Company shall promptly notify the Holders of the happening of any event as a result of which the Company believes the Prospectus included in the Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be

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stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.  In such event, the Company shall promptly prepare and furnish to the Holders a reasonable number of copies of a supplement to or an amendment of such Prospectus as may be necessary so that, as thereafter delivered to the purchasers of Registrable Shares sold under the Prospectus, such Prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading. The Company shall, if necessary, promptly amend the Registration Statement of which such Prospectus is a part to reflect such amendment or supplement.

3.                                       State Securities Laws .

The parties hereto hereby acknowledge that, generally, pursuant to Section 18 of the Securities Act, no state securities laws requiring, or with respect to, registration or qualification of securities or securities transactions will apply to a security that is a “covered security” (as defined therein).  “Covered securities,” for purposes of Section 18 of the Securities Act, includes securities listed or authorized for listing on the NYSE (or certain other national securities exchanges) and securities of the same issuer that is equal in seniority or senior to such securities. The Company will use its reasonable efforts to cause the Shares to constitute covered securities by maintaining the listing of the Common Stock on the NYSE or such other qualifying national securities exchange. In the event that the Shares cease to constitute covered securities, subject to the conditions set forth in this Agreement, the Company shall, at the expense of the Holders, file such documents as may be necessary to register or qualify the Registrable Shares under the securities or “blue sky” laws of such states as the Holders may reasonably request, and use its reasonable efforts to cause such filings to become effective in a timely manner; provided , however , that the Company shall not be obligated to qualify as a foreign corporation to do business under the laws of any such state in which it is not then qualified, subject itself to general taxation in any such jurisdiction or to file any general consent to service of process in any such state.  Once such filings are effective, the Company shall use its reasonable efforts, at the expense of the Holders, to keep such filings effective until the earlier of (a) such time as all of the Registrable Shares have been disposed of by the Holders, (b) in the case of a particular state, the Holders have notified the Company that it no longer requires an effective filing in such state in accordance with its original request for filing or (c) the date on which the Shares covered by such filing cease to constitute Registrable Shares. The Company shall promptly notify the Holders of the receipt by the Company of any notification with respect to the suspension of the qualification of any Registrable Shares for sale under the securities or “blue sky” laws of any jurisdiction or the initiation of any proceeding for such purpose.

4.                                       Expenses .

The Holders shall bear all underwriting fees, discounts, commissions, or taxes (including transfer taxes) attributable to the sale of securities by the Holders, any legal fees and expenses of counsel to the Holders and any underwriter engaged by Holders and all other expenses incurred in connection with the performance by the Holders of their obligations under the terms of this Agreement. The Company shall bear the cost of all of the Registration Expenses.

5.                                       Indemnification by the Company .

The Company shall indemnify the Holders and, if a Holder is a person other than an individual, such Holder’s officers, directors, trustees, managers, partners, members, employees, agents, representatives and Affiliates, and each person or entity, if any, that controls a Holder within the meaning of the Securities Act or Exchange Act, and each other person or entity, if any, subject to liability because of his, her or its connection with a Holder (each, an “ Indemnitee ”), against any and all losses, claims, damages, judgments, actions, liabilities, costs and expenses (including without limitation reasonable fees, expenses and disbursements of

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attorneys and other professionals), joint or several, arising out of or based upon (a) any violation by the Company of any rule or regulation promulgated under the Securities Act applicable to the Company and relating to action or inaction required of the Company under the terms of this Agreement or in connection with the Registration Statement or Prospectus, or (b) any third party claim based upon any untrue or alleged untrue statement of material fact contained in the Registration Statement, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or (c) any third party claim based upon any untrue or alleged untrue statement of material fact contained in any Prospectus, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provided , however , that the Company shall not be liable to such Indemnitee or any person who participates as an underwriter in the offering or sale of Registrable Shares or any other person, if any, who controls such underwriter within the meaning of the Securities Act, in any such case to the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of or is based upon (i) an untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statement or in any such Prospectus in reliance upon and in conformity with information regarding such Indemnitee or its plan of distribution or ownership interests that was furnished in writing to the Company for use in connection with the Registration Statement or the Prospectus contained therein by such Indemnitee or (ii) any Holder’s failure to send or give a copy of the final, amended or supplemented prospectus furnished to the Holders by the Company at or prior to the time such action is required by the Securities Act to the person claiming an untrue statement or alleged untrue statement or omission or alleged omission if such statement or omission was corrected in such final amended or supplemented Prospectus.

6.                                       Covenants of Holders .

Each of the Holders shall (a) promptly upon request furnish to the Company all such information concerning its plan of distribution and ownership interests with respect to its Registrable Shares, and such other information about such Holder as is required to be included in the Registration Statement pursuant to applicable law, including Item 507 of Regulation S-K promulgated under the Securities Act and any applicable “blue sky” laws, rules or regulations, in connection with the preparation of the Registration Statement with respect to such Holder’s Registrable Shares and any filings pursuant to state securities laws as the Company may reasonably request, and shall timely update all required Holder information, (b) deliver or cause delivery of the Prospectus contained in the Registration Statement to any purchaser of the shares covered by the Registration Statement from such Holder and (c) indemnify the Company, its officers, directors, employees, agents, representatives and Affiliates, and each person, if any, who controls the Company within the meaning of the Securities Act, and each other person or entity, if any, subject to liability because of his, her or its connection with the Company, against any and all losses, claims, damages, actions, liabilities, costs and expenses arising out of or based upon (i) any untrue statement or alleged untrue statement of material fact contained in either the Registration Statement, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, if and to the extent that such statement or omission occurs from reliance upon and in conformity with written information regarding any Holder, or such Holder’s plan of distribution or ownership interest, which was furnished to the Company by such Holder for use therein unless such statement or omission was corrected in writing to the Company not less than three business days prior to the date of the final Prospectus (as supplemented or amended, as the case may be), (ii) any untrue statement or alleged untrue statement of material fact contained in the Prospectus, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, if and to the extent that such statement or omission occurs from reliance upon and in conformity with written information regarding such Holder, his, her or its plan of distribution or his, her or its ownership interests, which was furnished to the Company by such Holder for use therein unless such statement or omission was corrected in writing to the Company not less than three (3) business days prior to the date of the final Prospectus (as supplemented or

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amended, as the case may be), or (iii) the failure by such Holder to deliver or cause to be delivered the Prospectus contained in the Registration Statement (as amended or supplemented, if applicable) furnished by the Company to the Holder to any purchaser of the shares covered by the Registration Statement from the Holder through no fault of the Company.

7.                                       Indemnification Procedures .

Any Person entitled to indemnification under this Agreement shall notify promptly the indemnifying party in writing of the commencement of any action or proceeding with respect to which a claim for indemnification may be made hereunder, but the failure of any indemnified party to provide such notice shall not relieve the indemnifying party of its obligations hereunder, except to the extent the indemnifying party is materially prejudiced thereby and shall not relieve the indemnifying party from any liability which it may have to any indemnified party otherwise than hereunder.  In case any action or proceeding is brought against an indemnified party and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, unless in the reasonable opinion of outside counsel to the indemnified party a conflict of interest between such indemnified and indemnifying parties may exist in respect of such claim, to assume the defense thereof (alone or jointly with any other indemnifying party similarly notified), to the extent that it chooses, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party that it so chooses, the indemnifying party shall not be liable to such indemnified party for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof; provided , however , that (i) if the indemnifying party fails to take reasonable steps necessary to defend diligently the action or proceeding within twenty (20) business days after receiving notice from such indemnified party that the indemnified party believes it has failed to do so; or (ii) if such indemnified party who is a defendant in any action or proceeding which is also brought against the indemnifying party shall have reasonably concluded, based on the advice of counsel, that there may be one or more legal defenses available to such indemnified party which are not available to the indemnifying party; or (iii) if representation of both parties by the same counsel is otherwise inappropriate under applicable standards of professional conduct, then, in any such case, the indemnified party shall have the right to assume or continue its own defense as set forth above (but with no more than one firm of counsel for all indemnified parties in each jurisdiction, except to the extent any indemnified party or parties reasonably shall have concluded, based on the opinion of counsel, that there may be legal defenses available to such party or parties which are not available to the other indemnified parties or to the extent representation of all indemnified parties by the same counsel is otherwise inappropriate under applicable standards of professional conduct) and the indemnifying party shall be liable for any expenses therefor.  No indemnifying party shall, without the written consent of the indemnified party (which shall not be unreasonably withheld), effect the settlement or compromise of, or consent to the entry of any judgment with respect to, any pending or (to the knowledge of the indemnifying party) threatened action or claim in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified party is an actual or potential party to such action or claim) unless such settlement, compromise or judgment (A) includes an unconditional release of the indemnified party from all liability arising out of such action or claim and (B) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of any indemnified party.

8.                                       Suspension of Registration Requirement; Restriction on Sales .

The Company shall promptly use commercially reasonable efforts to prevent the issuance by the SEC of any order suspending the effectiveness of a Registration Statement or the initiation of any proceedings for that purpose. The Company shall promptly notify each Holder of, and confirm in writing, the issuance by the SEC of any such order suspending the effectiveness of the Registration Statement with respect to such Holder’s Registrable Shares or the initiation of any proceedings for that purpose. The Company shall use commercially

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reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of the Registration Statement as soon as practicable.

Notwithstanding anything to the contrary set forth in this Agreement, the Company’s obligation under this Agreement to file, amend or supplement the Registration Statement, or to cause the Registration Statement, or any filings under any state securities laws, to become or remain effective shall be suspended, for one or more periods, in the event of pending negotiations relating to, or consummation of, a transaction or the occurrence of an event that (i) would require additional disclosure of material information by the Company in the Registration Statement or such filing, as to which the Company has a bona fide business purpose for preserving confidentiality, (ii) render the Company unable to comply with SEC requirements, (iii) would otherwise make it impractical or unadvisable to cause the Registration Statement or such filings to be filed, amended or supplemented or to become effective (any such circumstances being hereinafter referred to as a “ Suspension Event ”). The Company shall notify the Holders of the existence of any Suspension Event by promptly delivering to each Holder a certificate signed by an executive officer of the Company stating that a Suspension Event has occurred and is continuing.  Notwithstanding the foregoing, the Company’s right to suspend its obligations as provided above (the “ Suspension Right ”) shall in no event be for more than thirty (30) consecutive days or for more than ninety (90) days in any 12-month period, and the first day of any such suspension must be at least five (5) days after the last day of any prior suspension. Notwithstanding anything to the contrary set forth in this Agreement, the Company shall be entitled to seek from the Holders one or more waivers allowing the Company to delay the filing of the Registration Statement or the declaration of the Registration Statement’s effectiveness with the SEC, as applicable, which waiver shall not be withheld, conditioned or delayed unless, within five days after receipt of the Company’s waiver request, the Holders represent to the Company in writing that the amount of Registrable Securities that the Holders intend to sell in the three months subsequent to the Company’s request for a waiver would exceed the aggregate number of Registrable Securities that could be sold in accordance with the volume limitations under Rule 144.

Each Holder of Registrable Shares agrees, if requested by the Company in connection with a registered offering of the Company’s securities (each, a “ Company Offering ”), not to effect any disposition of any of the Shares during the period (the “ Offering Blackout Period ”) beginning upon receipt by such Holder of written notice from the Company, but in any event no earlier than the thirtieth (30th) day preceding the anticipated date of pricing of such Company Offering, and ending ninety (90) days after the closing date of such Company Offering, unless such Offering Blackout Period is otherwise lessened or waived by the Company, in its sole discretion.  Such agreement shall be in writing in the form reasonably satisfactory to the Company.

Each Holder agrees that, following the effectiveness of the Registration Statement relating to Registrable Shares of such Holder, such Holder will not affect any dispositions of any of the Shares pursuant to the Registration Statement or any filings under any state securities laws at any time after such Holder has received notice from the Company to suspend dispositions as a result of the occurrence or existence of any Suspension Event or so that the Company may correct or update the Registration Statement or such filing. The Holders will maintain the confidentiality of the fact that it has received written notice from the Company regarding a Suspension Event as well as any information included in such notice unless otherwise required by law or subpoena. The Holders may recommence effecting dispositions of the Shares pursuant to the Registration Statement or such filings, and all other obligations which are suspended as a result of a Suspension Event shall no longer be so suspended, following further notice to such effect from the Company, which notice shall be given by the Company promptly after the conclusion of any such Suspension Event.

9.                                       Additional Shares .

The Company, at its option, may register, under the Registration Statement and any filings under any state securities laws filed pursuant to this Agreement, the issuance and/or sale of any number of unissued or

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other shares of Common Stock of or owned by the Company and any of its subsidiaries or any shares of Common Stock or other securities of the Company owned by any other security holder or security holders of the Company.

10.                                Contribution .

If the indemnification provided for in Sections 6 and 7 is unavailable to an Indemnitee with respect to any losses, claims, damages, actions, liabilities, costs or expenses referred to therein or is insufficient to hold the Indemnitee harmless as contemplated therein, then the indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such Indemnitee as a result of such losses, claims, damages, actions, liabilities, costs or expenses in such proportion as is appropriate to reflect the relative fault of the Company, on the one hand, and the Indemnitee, on the other hand, in connection with the statements or omissions which resulted in such losses, claims, damages, actions, liabilities, costs or expenses as well as any other relevant equitable considerations. The relative fault of the Company, on the one hand, and of the Indemnitee, on the other hand, shall be determined by reference to, among other factors, whether the untrue or alleged untrue statement of a material fact or omission to state a material fact relates to information supplied by the Company or by the Indemnitee and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission; provided , however , that in no event shall the obligation of any indemnifying party to contribute under this Section 10 exceed the amount that such indemnifying party would have been obligated to pay by way of indemnification if the indemnification provided for under Sections 6 or 7 hereof had been available under the circumstances.

The Company and the Holders agree that it would not be just and equitable if contribution pursuant to this Section 10 were determined by pro rata allocation or by any other method of allocation that does not take account of the equitable considerations referred to in the immediately preceding paragraph.

Notwithstanding the provisions of this Section 10 , no Holder shall be required to contribute any amount in excess of the amount by which the gross proceeds from the sale of Shares exceeds the amount of any damages that such Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission.  No Indemnitee guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any indemnifying party who was not guilty of such fraudulent misrepresentation.

11.                                No Other Obligation to Register .

Except as otherwise expressly provided in this Agreement, the Company shall have no obligation to the Holders to register the Registrable Shares under the Securities Act.

12.                                Amendments and Waivers .

The provisions of this Agreement may not be amended, modified, or supplemented or waived without the prior written consent of the Company and Holders holding in excess of two-thirds of the aggregate of the outstanding Registrable Shares.

13.                                Notices .

Except as set forth below, all notices and other communications provided for or permitted hereunder shall be in writing and shall be deemed to have been duly given when and if delivered personally or sent by facsimile or email (with respect to notice by facsimile, on a business day between the hours of 8:00 a.m. and 5:00 p.m., New York time), five (5) business days after being sent if mailed by registered or certified mail (return receipt requested), postage prepaid, or upon one business day after being sent if sent by courier or

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overnight delivery service to the respective parties at the following addresses (or at such other address for any party as shall be specified by like notice, provided that notices of a change of address shall be effective only upon receipt thereof), and further provided that in case of directions to amend the Registration Statement pursuant to Section 3(e)  or Section 7 , the Holder must confirm such notice in writing by overnight express delivery with confirmation of receipt:

Each notice, request, demand and other communication hereunder will be in writing and will be deemed to have been duly given (i) when delivered by hand (so long as the delivering party shall have received a receipt of delivery executed by the party to whom such notice was delivered), or (ii) three (3) business days after deposited in United States certified or registered mail, postage prepaid, return receipt requested, or (iii) when sent by email (in each case, with receipt confirmed) provided a copy is also sent by United States mail or recognized overnight courier service, or (iv) one (1) business day after delivery to a recognized overnight courier service, in each case addressed to the parties as follows (or to such other address as a party may designate by notice to the others):

If to the Holders: At the respective addresses set forth on Exhibit A .

14.          Transfer of Registration Rights; Successors and Assigns .

The rights and obligations of a Holder may be assigned by a Holder to a transferee or assignee of such securities:  (i) to any wholly owned Affiliate (as defined in Regulation D of the Securities Act) of such Holder; (ii) to any family member or trust established for the benefit of a Holder that is a natural person; or (iii) in connection with a distribution by such Holder to any partner, member, former partner, or member or the estate of such partner or member; provided in each case that the Company is, within a reasonable time after such transfer, furnished with written notice of the name and address of such transferee or assignee and the securities with respect to which such registration rights are being assigned; provided , further , that such assignment shall be effective only if the transferee agrees in writing at the time of transfer to be bound by the terms and conditions of this Agreement and such transfer of any Registrable Shares is lawful under all applicable securities laws. Any such transferee shall be considered a “Holder” for purposes of this Agreement. This Agreement shall be binding upon the parties hereto and their respective permitted successors, assigns and transferees and shall inure to the benefit of the parties hereto and their respective permitted successors, assigns and transferees, including, without limitation, any successor of the Company by merger, acquisition, reorganization, recapitalization or otherwise. This Agreement may not be assigned by a Holder other than as provided above without the prior written consent of the Company.

15.          Legend Removal .

The Company, upon the request of any Holder of Registrable Shares, shall use its commercially reasonable efforts to remove any restrictive legend from the certificates representing such Registrable Shares with respect to the Securities Act and any state securities laws, and shall cause the termination of any related stop transfer orders, if such Registrable Shares are eligible for sale without registration pursuant to Rule 144 (or any successor provision) under the Securities Act without any volume limitations or other restrictions on transfer under paragraphs (c), (e), (f) and (h) of Rule 144.

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16.          Counterparts .

This Agreement may be executed in any number of counterparts and by the parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.

17.          Specific Performance .

The parties hereto acknowledge that the obligations undertaken by them hereunder are unique and that there would be no adequate remedy at law if any party fails to perform any of its obligations hereunder, and accordingly agree that each party, in addition to any other remedy to which it may be entitled at law or in equity, shall be entitled to (i) compel specific performance of the obligations, covenants and agreements of any other party under this Agreement in accordance with the terms and conditions of this  Agreement and (ii) obtain preliminary injunctive relief to secure specific performance and to prevent a breach or contemplated breach of this Agreement in any court of the United States or any State thereof having jurisdiction.

18.          Governing Law .

This Agreement shall be governed by and construed in accordance with the laws of the State of Maryland applicable to contracts made and to be performed wholly within said State.

19.          Severability .

In the event that any one or more of the provisions contained herein, or the application thereof in any circumstances, is held invalid, illegal or unenforceable in any respect for any reason, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions contained herein shall not be in any way impaired thereby, it being intended that all of the rights and privileges of the parties hereto shall be enforceable to the fullest extent permitted by law.

20.          Entire Agreement .

This Agreement is intended by the parties as a final expression of their agreement and intended to be the complete and exclusive statement of the agreement and understanding of the parties hereto in respect of the subject matter contained herein. There are no restrictions, promises, warranties or undertakings, other than those set forth or referred to herein, with respect to such subject matter. This Agreement supersedes all prior agreements and understandings between the parties with respect to such subject matter.

[ The remainder of this page has been left blank intentionally .]

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IN WITNESS WHEREOF , the parties hereto have executed this Agreement as of the date first written above.

Exhibit 10.8

SECOND AMENDMENT TO LOAN AGREEMENTS

This Second Amendment to Loan Agreements (“Amendment”) is entered into as of this 3rd day of February, 2017, by and between AMERICAN FARMLAND COMPANY L.P., a Delaware limited partnership, (“Borrower”) and RUTLEDGE INVESTMENT COMPANY, a Tennessee corporation (“Lender”).

RECITALS

WHEREAS, Borrower and Lender executed that certain Loan Agreement, dated December 6, 2013 (the “First Loan Agreement”), pursuant to which Lender made a revolving credit loan to Borrower in the principal amount of $25,000,000 (the “First Loan”); and

WHEREAS, Borrower and Lender executed that certain Loan Agreement, dated January 14, 2015 (the “Second Loan Agreement”), pursuant to which Lender made a revolving credit loan to Borrower in the principal amount of $25,000,000 (the “Second Loan”); and

WHEREAS, Borrower and Lender executed that certain Loan Agreement, dated August 18, 2015  (the “Third Loan Agreement”), pursuant to which Lender made a revolving credit loan to Borrower in the principal amount of $25,000,000 (the “Third Loan”); and

WHEREAS, Borrower and Lender executed that certain Loan Agreement, dated December 22, 2015 (the “Fourth Loan Agreement”), pursuant to which Lender made a revolving credit loan to Borrower in the principal amount of $15,000,000 (the “Fourth Loan”); and

WHEREAS, Borrower and Lender executed that certain Loan Agreement, dated of even date herewith (the “Fifth Loan Agreement”), pursuant to which Lender is making a revolving credit loan to Borrower in the principal amount of $30,000,000 (the “ Fifth Loan”); and

WHEREAS, Borrower and Lender previously amended the terms and conditions of the First Loan Agreement, Second Loan Agreement, Third Loan Agreement and Fourth Loan Agreement pursuant to that certain Amendment to Loan Agreements dated December 22, 2015; and

WHEREAS, Borrower and Lender desire to amend certain terms and conditions of the First Loan Agreement, Second Loan Agreement, Third Loan Agreement, and Fourth Loan Agreement.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Borrower and Lender agree, as follows:

ARTICLE 1. DEFINITIONS

The following terms as used in the Amendment shall have following meanings:

1.1.     All terms not otherwise defined in this Amendment shall have the same meanings as defined in the Fifth Loan Agreement.

1.2.     The First Loan Agreement, the Second Loan Agreement, the Third Loan Agreement, and the Fourth Loan Agreement are hereinafter referred to collectively as the “Loan Agreements”.

1.3.     The Properties as defined in each of the Loan Agreements are hereinafter referred to   in the aggregate as the “Properties”.

1.4. The First Loan, the Second Loan, the Third Loan, and the Fourth Loan are hereinafter referred to collectively as the “Loans” and singularly as a “Loan”.

ARTICLE 2.  AMENDMENTS

2.1        Loan to Value Ratio.   The Loan Agreements are hereby amended to provide, as follows:

“  The aggregate loan amounts outstanding under the Loans and from time to time shall not exceed fifty percent (50%) of the Appraised Value of the Properties as determined by Lender during the prior twelve (12) months pursuant to updated Appraisals. Notwithstanding the foregoing, the loan to appraised value of properties securing a single Loan may increase to a maximum amount of sixty percent (60%) or less so long as the aggregate outstanding principal amounts under the Loans divided by the aggregate Appraised Value of the Properties is fifty percent (50%) or less. The foregoing covenants shall be tested annually in the fourth calendar quarter. In the Event of a Default under this Section 2.1, Borrower, at its election, shall have one hundred eighty (180) days (i) to cure such default by either paying down the aggregate outstanding principal amount of the Loans to an amount that would comply with this Section 2.1 or furnish additional first mortgage real estate collateral acceptable to Lender supported by title insurance, environmental due diligence and current Appraisals or (ii) deliver notice to Lender that Borrower will, at its own expense, obtain a new Appraisal of all or a portion of the Properties (a “ Reappraisal Notice ”).  If Borrower delivers such a Reappraisal Notice, Borrower shall, within 90 days after the date of the Reappraisal Notice, obtain and deliver to Lender a new Appraisal of all or a portion of the Properties which shall be acceptable to Lender in its reasonable but sole discretion.  Subject to Lender’s approval of the new Appraisal, promptly following receipt of such new Appraisal, Lender shall recalculate the loan to value ratio using the Appraisal Value stated therein (and, if the new Appraisal does not include all of the Properties,

previously performed Appraisals of any such excluded Properties), and notify Borrower of the results. If such recalculated loan to value ratio is sufficient to comply with the loan to value requirements set forth in this Section 2.1 , no further action by Borrower is required with respect to the loan to value requirements for the applicable period. However, if such recalculated loan to value ratio is insufficient for such purpose, Borrower shall have the option (at any time within the 180 day period, but no later than July 1 of any year) to (i) make a prepayment which, if made prior to the date of measurement of such recalculated loan to value ratio, would have caused Borrower to be in compliance with the loan to value requirements set forth herein or (ii) furnish additional first mortgage real estate collateral acceptable to Lender.

2.2  Extension of Maturities .  The loan maturity dates of the Loans shall be extended to January 1, 2022.

2.3   Guaranties .  In consideration of Lender extending the maturities of the Loans and making the Fifth Loan to Borrower, Farmland Partners, Inc., a Maryland corporation and Farmland Partners Operating Partnership, L.P., a Delaware limited partnership shall execute Guaranty Agreements in which they, jointly and severally, guarantee payment in full of the Loans.

2.4    Leverage Ratio.    (a) The First Loan Agreement and the Second Loan Agreement are hereby amended to add the following as a new Section 6.12:

“Borrower shall cause FPI to maintain during the term of the Loans, a Leverage Ratio of sixty percent (60%) or less. The foregoing covenant shall be tested annually;

(b)  The Third Loan Agreement and the Fourth Loan Agreement are hereby amended to delete Section 6.12 thereof in its entirety and substitute in lieu thereof the following:

“Borrower shall cause FPI to maintain during the term of the Loans, a Leverage  Ratio of sixty percent (60%) or less. The foregoing covenant shall be tested annually.

2 . 5    Cross Default .   The Loan Agreements are hereby amended to provide that an Event of Default under any one of the Loan Agreements shall constitute an Event of Default in all the Loan Agreements.

2 . 6   Loan Extension Fee .   In consideration of Lender extending the maturities of the Loans, Borrower agrees to pay Lender a loan extension fee in the amount of $180,000.00.

ARTICLE 3.  MISCELLANEOUS

3.1   Governing Law; No Third Party Rights.   This Amendment and the rights and duties of the parties under this Amendment shall be governed by, and construed and interpreted in accordance with the laws of the State of Tennessee.

3.2   No Other Amendments.  All other terms and provisions of the Loan Agreements not modified or amended hereby shall remain in full force and effect and are reaffirmed by the parties hereto.

[Signatures follow on separate page]

IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the day and year first above written.

Exhibit 10.9

GUARANTY AGREEMENT

THIS GUARANTY AGREEMENT (this “ Guaranty ”) is made as of February 3, 2017, by FARMLAND PARTNERS, INC. , a Maryland corporation (“ Guarantor ”) to and for the benefit of RUTLEDGE INVESTMENT COMPANY , a Tennessee corporation (“ Lender ”), and its successors and assigns.

RECITALS:

A.                                     Reference is hereby made to that certain Second Amendment to Loan Agreements (as the same may be amended, restated, supplemented, renewed or replaced from time to time, the “ Second Amendment ”) of even date herewith by and between American Farmland Company L.P., a Delaware limited partnership (the “ Borrower ”) and Lender.

B.                                     As more fully provided in the Second Amendment, Lender agreed to make revolving credit loans to Borrower in the aggregate principal amount of up to Ninety Million and No/100 Dollars ($90,000,000.00) (the “ Loans ”).

C.                                     The Loans are evidenced by the following Revolving Credit Promissory Notes (as the same may be amended, restated, supplemented, renewed or replaced from time to time, the “ Notes ”):

(i)   Revolving Credit Promissory Note dated December 6, 2013 made by Borrower, as maker, payable to Lender, as payee, in the aggregate principal amount of Twenty Five Million and No/100 Dollars ($25,000,000.00);

(ii)  Revolving Credit Promissory Note dated January 14, 2015 made by Borrower, as maker, payable to Lender, as payee, in the aggregate principal amount of Twenty Five Million and No/100 Dollars ($25,000,000.00);

(iii)  Revolving Credit Promissory Note dated August 18, 2015 made by Borrower, as maker, payable to Lender, as payee, in the aggregate principal amount of Twenty Five Million and No/100 Dollars ($25,000,000.00); and

(iv)  Revolving Credit Promissory Note dated December 22, 2015 made by Borrower, as maker, payable to Lender, as payee, in the aggregate principal amount of Fifteen Million and No/100 Dollars ($15,000,000.00);

D.                                     The Loans are secured by, among other things, deeds of trust, mortgages and/or security deeds (as the same may be amended, restated, supplemented, renewed or replaced from time to time, collectively, the “Security Instrument ” ) encumbering certain farm properties located in several states in the United States of America.

E.                                      A condition precedent to Lender’s obligation to extend the maturities of the Loans to Borrower pursuant to the Second Amendment is Guarantor’s execution and delivery of this Guaranty to Lender.

F.                                       Guarantor will benefit directly or indirectly and substantially from the extension of the Loans.

G.                                     Any capitalized term used and not defined in this Guaranty shall have the meaning given

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to such term in the Second Amendment.  This Guaranty is one of the Guaranties described in the Second Amendment.

For good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, and as a material inducement to Lender to extend credit to Borrower, Guarantor hereby covenants and agrees as follows, incorporating by reference the foregoing recitals as a part of this Guaranty:

1.                                       Guaranty .

(a)                                  Guaranty of Payment .

Guarantor hereby unconditionally and irrevocably guarantees to Lender the full and punctual payment and performance when due of all principal and accrued and unpaid interest under the Notes (the “Obligations”), whether such Obligations would have arisen at maturity or earlier by reason of acceleration or otherwise and whether denominated as  damages, principal, interest, fees or otherwise, together with all pre- and post- maturity interest thereon (including, without limitation, amounts that, but for the initiation of any proceeding under any insolvency or bankruptcy law, would become due).

(b)                                  Generally .

This is a guaranty of payment and performance and not of collection.  The liability of Guarantor under this Guaranty shall be direct and immediate and not conditional or contingent upon the pursuit of any remedies against Borrower or any other person (including, without limitation, other guarantors, if any), nor against the collateral for the Loans.  Guarantor waives any right to require that an action be brought against Borrower or any other person or to require that resort be had to any collateral for the Loans or to any balance of any deposit account or credit on the books of Lender in favor of Borrower or any other person.  In the event, on account of the Bankruptcy Reform Act of 1978, as amended, or any other debtor relief law (whether statutory, common law, case law or otherwise) of any jurisdiction whatsoever, now or hereafter in effect, which may be or become applicable, Borrower shall be relieved of or fail to incur any debt, obligation or liability as provided in the Loan Agreements, Guarantor shall nevertheless be fully liable therefor.  In the Event of a Default under the Loan Agreements which is not cured within any applicable grace or cure period, Lender shall have the right to enforce its rights, powers and remedies (including, without limitation, foreclosure of all or any portion of the collateral for the Loans) thereunder or hereunder, in any order, and all rights, powers and remedies available to Lender in such event shall be non-exclusive and cumulative of all other rights, powers and remedies provided thereunder or hereunder or by law or in equity.  If the Obligations guaranteed hereby are partially paid or discharged by reason of the exercise of any of the remedies available to Lender, this Guaranty shall nevertheless remain in full force and effect, and Guarantor shall remain liable for all remaining Obligations, even though any rights which Guarantor may have against Borrower may be destroyed or diminished by the exercise of any such remedy. Guarantor shall be liable for the payment and performance of the Obligations, as set forth in this Guaranty, as a primary obligor and for the payment of any sums expended by Lender as set forth in the preceding sentence. This Guaranty shall be effective as a waiver of, and Guarantor hereby expressly waives, any and all rights to which Guarantor may otherwise have been entitled under any suretyship laws in effect from time to time, including any right or privilege,

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whether existing under statute, at law or in equity, to require Lender to take prior recourse or proceedings against any collateral, security or entity whatsoever.  All payments, whether voluntary or involuntary, received by Lender with respect to the Obligations from any source other than Guarantor, including, without limitation, payments from Borrower or any other guarantor and amounts received from any Collateral may, for purposes of determining Guarantor’s obligations under this Guaranty, be applied to the Obligations in such order as Lender may from time to time determine in its sole discretion.  Without limiting the foregoing, Lender may apply such payments first to Obligations that are not guaranteed by Guarantor until such Obligations are paid in full before applying such payments to Obligations that are guaranteed by Guarantor.

2.                                       Indemnity .  Without limiting the generality of Section 1 hereof, Guarantor shall indemnify, defend (with counsel acceptable to Lender) and save harmless Lender from and against all damages, losses, liabilities, obligations, penalties, claims, demands, defenses, judgments, suits, proceedings, penalties, expenditures, costs, disbursements and expenses (including, without limitation, court costs and attorneys’ and experts’ fees and expenses) of any kind or nature whatsoever which may, at any time or from time to time, be imposed upon, incurred by or asserted or awarded against Lender by reason of, or arising from or out of, the Lender’s enforcement (or attempted enforcement) of this Guaranty or any of the other documents evidencing or securing the Loans (the “Loan Documents”).

3.                                       Reinstatement of Obligations .  This Guaranty shall continue to be effective, or be reinstated automatically, as the case may be, if at any time payment, in whole or in part, of any of the obligations guaranteed hereby is rescinded or otherwise must be restored or returned by Lender (whether as a preference, fraudulent conveyance or otherwise) upon or in connection with the insolvency, bankruptcy, dissolution, liquidation or reorganization of Borrower, Guarantor or any other person, or upon or as a result of the appointment of a receiver, intervenor or conservator of, or trustee or similar officer for, Borrower, Guarantor or any other person or for a substantial part of Borrower’s, Guarantor’s or any of such other person’s property, as the case may be, or otherwise, all as though such payment had not been made.  Guarantor further agrees that in the event any such payment is rescinded or must be restored or returned, all costs and reasonable expenses (including, without limitation, reasonable legal fees and expenses) incurred by or on behalf of Lender in defending or enforcing such continuance or reinstatement, as the case may be, shall constitute costs of enforcement, the payment of which is covered by Guarantor’s indemnity pursuant to Section 2 above.

4.                                       Waivers by Guarantor .  To the extent permitted by law, Guarantor hereby waives and agrees not to assert or take advantage of:

(a)                                  Any right to require Lender to proceed against Borrower or any other person or to proceed against or exhaust any security held by Lender at any time or to pursue any other remedy in Lender’s power or under any other agreement before proceeding against Guarantor hereunder;

(b)                                  The defense of the statute of limitations in any action hereunder ;

(c)                                   Any defense that may arise by reason of the incapacity, lack of authority, death or disability of any other person or persons or the failure of Lender to file or enforce a claim against the estate (in administration, bankruptcy or any other proceeding) of any other person or persons;

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(d)                                  Demand, presentment for payment, notice of nonpayment, intent to accelerate, acceleration, protest, notice of protest and all other notices of any kind, or the lack of any thereof, including, without limiting the generality of the foregoing, notice of the existence, creation or incurring of any new or additional indebtedness or obligation or of any action or non-action on the part of Borrower, Lender, any endorser or creditor of Borrower or of Guarantor or on the part of any other person whomsoever under this or any other instrument in connection with any obligation or evidence of indebtedness held by Lender;

(g)                                   Any principle or provision of law, statutory or otherwise, which is or might be in conflict with the terms and provisions of this Guaranty;

(h)                                  Any duty on the part of Lender to disclose to Guarantor any facts Lender may now or hereafter know about Borrower or the Property, regardless of whether Lender has reason to believe that any such facts materially increase the risk beyond that which Guarantor intends to assume or has reason to believe that such facts are unknown to Guarantor or has a reasonable opportunity to communicate such facts to Guarantor, it being understood and agreed that Guarantor is fully responsible for being and keeping informed of the financial condition of Borrower, of the condition of the Property and of any and all circumstances bearing on the risk that liability may be incurred by Guarantor hereunder;

(i)                                      Any lack of notice of disposition or of manner of disposition of any collateral for the Loans ;

(j)                                     Any invalidity, irregularity or unenforceability, in whole or in part, of any one or more of the Loan Documents;

(k)                                  To the extent permitted by law, lack of commercial reasonableness in dealing with the collateral for the Loans;

(l)                                      Any deficiencies in the collateral for the Loans or any deficiency in the ability of Lender to collect or to obtain performance from any persons or entities now or hereafter liable for the payment and performance of any obligation hereby guaranteed;

(m)                              Any assertion or claim that the automatic stay provided by 11 U.S.C. §362 (arising upon the voluntary or involuntary bankruptcy proceeding of Borrower) or any other stay provided under any other debtor relief law (whether statutory, common law, case law or otherwise) of any jurisdiction whatsoever, now or hereafter in effect, which may be or become applicable, shall operate or be interpreted to stay, interdict, condition, reduce or inhibit the ability of Lender to enforce any of its rights, whether now or hereafter required, which Lender may have against Guarantor or the collateral for the Loans;

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(n)                                  Any modifications of the Loan Documents or any obligation of Borrower relating to the Loans by operation of law or by action of any court, whether pursuant to the Bankruptcy Reform Act of 1978, as amended, or any other debtor relief law (whether statutory, common law, case law or otherwise) of any jurisdiction whatsoever, now or hereafter in effect, or otherwise; and

(o)                                  Any action, occurrence, event or matter consented to by Guarantor under Section 6(i)  hereof, under any other provision hereof, or otherwise.

In addition, Guarantor expressly agrees that Guarantor shall be and remain liable, to the fullest extent permitted by applicable law, for any deficiency remaining after foreclosure of any mortgage, security deed, deed of trust or other security interest securing the Obligations, whether or not the liability of Borrower or any other obligor for such deficiency is discharged pursuant to statute or judicial decision. Guarantor hereby irrevocably waives reliance on any anti-deficiency statute, through subrogation or otherwise, and any such statute shall in no way affect or impair Guarantor’s obligations and liabilities hereunder.

5.                                       Representations, Warranties, and Covenants of Guarantor . Guarantor hereby represents, warrants, and covenants that (a) Guarantor has a direct or indirect financial interest in the Borrower and will derive a material and substantial benefit, directly or indirectly, from the extension of the maturities of the Loans to Borrower and from the making of this Guaranty by Guarantor; (b) this Guaranty has been duly authorized, executed and delivered, and constitutes the valid and legally binding obligation of Guarantor, enforceable in accordance with its terms; (c) Guarantor is not, and the execution, delivery and performance by Guarantor of this Guaranty will not cause Guarantor to be, in violation of or in default with respect to any law, any order of any court or governmental agency, the Guarantor’s charter documents and by-laws of Guarantor or in default (or at risk of acceleration of indebtedness) under any agreement or restriction by which Guarantor is bound or affected; (d) Guarantor is duly organized, validly existing, and in good standing under the laws of the state of its organization and has full power and authority to enter into and perform this Guaranty; (e) Guarantor will indemnify the Lender from any loss, cost or expense as a result of any representation or warranty of Guarantor being false, incorrect, incomplete or misleading in any material respect; (f) as of the date hereof, there is no litigation pending or, to the knowledge of Guarantor, threatened before or by any tribunal against or affecting Guarantor, which would have a material and adverse effect on Guarantor’s ability to perform its obligations under this Guaranty; (g) all financial statements and information heretofore furnished to Lender by Guarantor do, and all financial statements and information hereafter furnished to Lender by Guarantor will, fully and accurately as of their dates, present the condition (financial or otherwise) of Guarantor and the results of Guarantor’s operations for the periods therein specified, and, since the date of the most recent financial statements of Guarantor heretofore furnished to Lender, and as of the date hereof, no material adverse change has occurred in the financial condition of Guarantor, nor, except as heretofore disclosed in writing to Lender, has Guarantor incurred any material liability, direct or indirect, fixed or contingent; (h) after giving effect to this Guaranty, Guarantor is solvent, is not knowingly engaged or about to engage in business or a transaction for which the property of Guarantor is an unreasonably small capital, and does not intend to incur or believe that it will incur debts that will be beyond its ability to pay as such debts mature; (i) Lender has no duty at any time to investigate or inform Guarantor of the financial or business condition or affairs of Borrower or any change therein, and Guarantor will keep fully apprised of Borrower’s financial and business condition; (j) Guarantor

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acknowledges and agrees that Guarantor may be required to perform the guaranteed Obligations in full without assistance or support from Borrower or any other Person; and (k) Guarantor has read and fully understands the provisions contained in the Note, the Loan Agreements, the Security Instrument and the other Loan Documents. Guarantor’s representations, warranties and covenants are a material inducement to Lender to extend the maturities of the Loans and shall survive the execution hereof and any bankruptcy, foreclosure, transfer of security or other event affecting Borrower, Guarantor, any other party, or any security for all or any part of the Obligations.

6.                                       General Provisions .

(a)                                  Fully Recourse .  All of the terms and provisions of this Guaranty are recourse obligations of Guarantor.

(b)                                  Obligations . Guarantor hereby acknowledges that Guarantor’s guaranty is not secured by the Security Instrument or the other Loan Documents and that Lender would not extend the Loans but for the personal liability undertaken by Guarantor herein.

(c)                                   Survival .  This Guaranty shall be deemed to be continuing in nature and shall remain in full force and effect and shall survive the exercise of any remedy by Lender under the Security Instrument or any of the other Loan Documents, including, without limitation, any foreclosure or deed in lieu thereof.

(d)                                  Subordination; No Recourse Against Lender .  If, for any reason whatsoever, Borrower is now or hereafter becomes indebted to Guarantor:

(i)    such indebtedness and all interest thereon and all liens, security interests and rights now or hereafter existing with respect to property of Borrower securing the same shall, at all times, be subordinate in all respects to the Obligations and to all liens, security interests and rights now or hereafter existing to secure the Obligations;

(ii)   Guarantor shall not be entitled to enforce or receive payment, directly or indirectly, of any such indebtedness of Borrower to Guarantor until the Obligations have been fully and finally performed;

(iii) Guarantor hereby assigns and grants to Lender a security interest in all such indebtedness and security therefor, if any, of Borrower to Guarantor now existing or hereafter arising, including any dividends and payments pursuant to debtor relief or insolvency proceedings referred to below. In the event of receivership, bankruptcy, reorganization, arrangement or other debtor relief or insolvency proceedings involving Borrower as debtor, Lender shall have the right to prove its claim in any such proceeding so as to establish its rights hereunder and shall have the right to receive directly from the receiver, trustee or other custodian (whether or not a default shall have occurred or be continuing under any of the Loan Documents), dividends and payments that are payable upon any obligation

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of Borrower to Guarantor now existing or hereafter arising, and to have all benefits of any security therefor, until the Obligations have been fully and finally performed. If, notwithstanding the foregoing provisions, Guarantor should receive any payment, claim or distribution that is prohibited as provided above in this Section 6(d) , Guarantor shall pay the same to Lender immediately, Guarantor hereby agreeing that it shall receive the payment, claim or distribution in trust for Lender and shall have absolutely no dominion over the same except to pay it immediately to Lender; and

(iv)   Guarantor shall promptly upon request of Lender from time to time execute such documents and perform such acts as Lender may require to evidence and perfect its interest and to permit or facilitate exercise of its rights under this Section 6(d) , including, but not limited to, execution and delivery of financing statements, proofs of claim, further assignments and security agreements, and delivery to Lender of any promissory notes or other instruments evidencing indebtedness of Borrower to Guarantor. All promissory notes, accounts receivable ledgers or other evidences, now or hereafter held by Guarantor, of obligations of Borrower to Guarantor shall contain a specific written notice thereon that the indebtedness evidenced thereby is subordinated under and is subject to the terms of this Guaranty.  Further, Guarantor shall not have any right of recourse against Lender by reason of any action Lender may take or omit to take under the provisions of this Guaranty or under the provisions of any of the Loan Documents.

(e)                                   Subrogation .  Notwithstanding the satisfaction by Guarantor of any liability hereunder, Guarantor shall not have any right of subrogation, contribution, reimbursement or indemnity whatsoever or any right of recourse to or with respect to the assets or property of Borrower or to any collateral for the Loans, or to participate in any way in the indebtedness, or in any right, title or interest in and to any security or right of recourse for the indebtedness, until the indebtedness has been fully and finally paid.  In connection with the foregoing, Guarantor expressly waives in favor of Lender any and all rights of subrogation to Lender against Borrower, and Guarantor hereby waives any rights to enforce any remedy which Lender may have against Borrower and any right to participate in any collateral for the Loans.  If Guarantor is or becomes an “insider” (as defined in Section 101 of the United States Bankruptcy Code) with respect to Borrower, then Guarantor hereby irrevocably and absolutely waives any and all rights of contribution, indemnification, reimbursement or any similar rights against Borrower with respect to this Guaranty (including any right of subrogation), whether such rights arise under an express or implied contract or by operation of law. It is the intention of the parties that Guarantor shall not be deemed to be a “creditor” (as defined in Section 101 of the United States Bankruptcy Code) of Borrower by reason of the existence of this Guaranty in the event that Borrower or Guarantor becomes a debtor in any proceeding under the United States Bankruptcy Code. This waiver is given to induce Lender to extend the Loans to Borrower as evidenced by the Second Amendment.

(f)                                    Reservation of Rights .  Nothing contained in this Guaranty shall prevent or in any way diminish or interfere with any rights or remedies, including, without limitation, the right to contribution, which Lender may have against Borrower, Guarantor or any other party under the

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Comprehensive Environmental Response, Compensation and Liability Act of 1980 (codified at Title 42 U.S.C. §9601 et seq.) , as it may be amended from time to time, or any other applicable federal, state or local laws, all such rights being hereby expressly reserved.

(g)            Disclosure of Information . Guarantor authorizes the Lender to disclose the financial records of Guarantor to any subsidiary or affiliate of the Lender, any of their respective subsidiaries or affiliates, or to any advisory firm engaged by Lender. Lender may disclose any Guarantor financial information to any regulatory body having jurisdiction over Lender, to any agent or attorney of Lender, to any actual or prospective purchaser, transferee, assignee or participant of all or any portion of Lender’s rights with respect to the Loans, and in such other circumstances and to such other parties as necessary or appropriate in Lender’s reasonable judgment.

(h)            Rights Cumulative; Payments .  Lender’s rights under this Guaranty shall be in addition to all rights of Lender under the Loan Agreements, the Notes, the Security Instrument and the other Loan Documents.  Further, payments made by Guarantor under this Guaranty shall not reduce in any respect Borrower’s obligations and liabilities under the Loan Agreements, the Notes, the Security Instrument and the other Loan Documents.

(i)             No Limitation on Liability .  Guarantor hereby consents and agrees that Lender may at any time and from time to time without further consent from Guarantor do any of the following, and the liability of Guarantor under this Guaranty shall be unconditional and absolute and shall in no way be impaired or limited by any of the following, whether occurring with or without notice to Guarantor or with or without consideration:  (i) any extensions of time for performance required by any of the Loan Documents or extension or renewal of the Note; (ii) any sale, assignment or foreclosure of the Loans (or any portion thereof), the Loan Agreements, the Notes, the Security Instrument or any of the other Loan Documents or any sale or transfer of the Property; (iii) any change in the composition of Borrower, including, without limitation, the withdrawal or removal of Guarantor from any current or future position of ownership, management or control of Borrower; (iv) the accuracy or inaccuracy of the representations and warranties made by Guarantor herein or by Borrower in any of the Loan Documents; (v) the release of Borrower or of any other person or entity from performance or observance of any of the agreements, covenants, terms or conditions contained in any of the Loan Documents by operation of law, Lender’s voluntary act or otherwise; (vi) the release or substitution in whole or in part of any security for the Loans; (vii) Lender’s failure to record the Security Instrument or to file any financing statement (or Lender’s improper recording or filing thereof) or to otherwise perfect, protect, secure or insure any lien or security interest given as security for the Loans; (viii) the modification of the terms of any one or more of the Loan Documents; or (ix) the taking or failure to take any action of any type whatsoever.  No such action which Lender shall take or fail to take in connection with the Loan Documents or any collateral for the Loans, nor any course of dealing with Borrower or any other person, shall limit, impair or release Guarantor’s obligations hereunder, affect this Guaranty in any way or afford Guarantor any recourse against Lender.  Nothing contained in this Section shall be construed to require Lender to take or refrain from taking any action referred to herein.

(j)             Entire Guaranty; Amendment; Severability .  This Guaranty contains the entire agreement between the parties respecting the matters herein set forth and supersedes all prior agreements, whether written or oral, between the parties respecting such matters.  Any amendments or modifications

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hereto, in order to be effective, shall be in writing and executed by the parties hereto.  A determination that any provision of this Guaranty is unenforceable or invalid shall not affect the enforceability or validity of any other provision, and any determination that the application of any provision of this Guaranty to any person or circumstance is illegal or unenforceable shall not affect the enforceability or validity of such provision as it may apply to any other persons or circumstances.

(k)            Governing Law; Binding Effect; Waiver of Acceptance .  The construction, validity and performance of this Guaranty and the obligations arising hereunder shall be governed by, and construed in accordance with, the laws of the State of Tennessee applicable to contracts made and performed in such state (without regard to principles of conflict of laws) and any applicable law of the United States of America.  To the fullest extent permitted by law, Guarantor hereby unconditionally and irrevocably waives any claim to assert that the law of any other jurisdiction governs this Guaranty.  This Guaranty shall bind Guarantor and the respective successors and assigns of Guarantor and shall inure to the benefit of Lender and the officers, directors, shareholders, agents and employees of Lender and their respective heirs, successors and assigns.  Notwithstanding the foregoing, Guarantor shall not assign any of its rights or obligations under this Guaranty without the prior written consent of Lender, which consent may be withheld by Lender in its sole discretion.  Guarantor hereby waives any acceptance of this Guaranty by Lender, and this Guaranty shall immediately be binding upon Guarantor.

(l)             Notices .  All notices, demands or documents which are required or permitted to be given or served hereunder shall be in writing and shall be deemed sufficiently given when delivered or mailed in the manner set forth in the Loan Agreements, addressed to Borrower and Lender as provided in the Loan Agreement, and addressed to Guarantor at the address set forth opposite Guarantor’s name below, or at any other address specified in a notice given by such party to the other parties not less than ten (10) days prior to the effective date of the address change.  This section shall not be construed in any way to affect or impair any waiver of notice or demand provided in this Guaranty or in any Loan Document or to require giving of notice or demand to or upon any Person in any situation or for any reason.

(m)           No Waiver; Time of Essence .  The failure of any party hereto to enforce any right or remedy hereunder, or to promptly enforce any such right or remedy, shall not constitute a waiver thereof nor give rise to any estoppel against such party nor excuse any of the parties hereto from their respective obligations hereunder.  Any waiver of such right or remedy must be in writing and signed by the party to be bound.  This Guaranty is subject to enforcement at law or in equity, including actions for damages or specific performance.  Time is of the essence hereof.

(n)            Captions for Convenience .  The captions and headings of the sections and paragraphs of this Guaranty are for convenience of reference only and shall not be construed in interpreting the provisions hereof.

(o)            Attorneys’ Fees .  In the event it is necessary for Lender to retain the services of an attorney or any other consultants in order to enforce this Guaranty, or any portion thereof, Guarantor agrees to pay to Lender any and all costs and expenses, including, without limitation, reasonable attorneys’ fees, incurred by Lender as a result thereof.

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(p)            Successive Actions .  A separate right of action hereunder shall arise each time Lender acquires knowledge of any matter indemnified or guaranteed by Guarantor under this Guaranty.  Separate and successive actions may be brought hereunder to enforce any of the provisions hereof at any time and from time to time.  No action hereunder shall preclude any subsequent action, and Guarantor hereby waives and covenants not to assert any defense in the nature of splitting of causes of action or merger of judgments.

(q)            Reliance .  Lender would not extend the Loans to Borrower without this Guaranty.  Accordingly, Guarantor intentionally and unconditionally enters into the covenants and agreements as set forth above and understands that, in reliance upon and in consideration of such covenants and agreements, the Loans shall be made and, as part and parcel thereof, specific monetary and other obligations have been, are being and shall be entered into which would not be made or entered into but for such reliance.

(r)             Submission to Jurisdiction; WAIVER OF JURY TRIAL .

(i)             Guarantor hereby irrevocably submits generally and unconditionally for  itself and in respect of its property to the nonexclusive jurisdiction of any state or federal court in the County of Shelby in the State of Tennessee, and waives personal service of any and all process upon Guarantor and agrees that all such service of process may be made by certified or registered mail directed to Guarantor at the address set forth on the signature page hereof, but service so made shall be deemed to be completed only upon actual receipt thereof.  Guarantor waives any objection to jurisdiction and venue of any action instituted against Guarantor as provided herein and agrees not to assert any defense based on lack of jurisdiction or venue.  Guarantor acknowledges and agrees that the venues provided above are the most convenient forum for Lender, Borrower and Guarantor.  Nothing contained herein shall prevent Lender from bringing any action, enforcing any award or judgment or exercising any rights against any party individually, against any security or against any property of any party within any other county, state or other foreign or domestic jurisdiction.

(ii)            LENDER AND GUARANTOR, TO THE FULL EXTENT PERMITTED BY LAW, HEREBY KNOWINGLY, INTENTIONALLY AND VOLUNTARILY, WITH AND UPON THE ADVICE OF COMPETENT COUNSEL, WAIVE, RELINQUISH AND FOREVER FORGO THE RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING BASED UPON, ARISING OUT OF, OR IN ANY WAY RELATING TO THIS GUARANTY OR ANY CONDUCT, ACT OR OMISSION OF LENDER OR GUARANTOR, OR ANY OF THEIR DIRECTORS, OFFICERS, PARTNERS, MEMBERS, EMPLOYEES, AGENTS OR ATTORNEYS, OR ANY OTHER PERSONS AFFILIATED WITH LENDER OR GUARANTOR, IN EACH OF THE FOREGOING CASES, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE.

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(s)             Waiver by Guarantor .  Guarantor covenants and agrees that, upon the commencement of a voluntary or involuntary bankruptcy proceeding by or against Borrower, Guarantor shall not seek or cause Borrower or any other person or entity to seek a supplemental stay or other relief, whether injunctive or otherwise, pursuant to 11 U.S.C. § 105 or any other provision of the Bankruptcy Reform Act of 1978, as amended, or any other debtor relief law, (whether statutory, common law, case law or otherwise) of any jurisdiction whatsoever, now or hereafter in effect, which may be or become applicable, to stay, interdict, condition, reduce or inhibit the ability of Lender to enforce any rights of Lender against Guarantor or the collateral for the Loans by virtue of this Guaranty or otherwise.

(t)             No Petition.   Guarantor hereby covenants and agrees that it will not at any time institute against Borrower, or join in any institution against Borrower of, any bankruptcy proceedings under any United States federal or state bankruptcy or similar law.

(u)            Joint and Several Liability .  Notwithstanding anything to the contrary contained herein, if there is more than one signatory to this Guaranty or a separate guaranty, the representations, warranties, covenants and agreements made by Guarantor herein, and the liability of Guarantor hereunder, are and shall be joint and several.

(v)            Counterparts .  This Guaranty may be executed in any number of counterparts, each of which shall be effective only upon delivery and thereafter shall be deemed an original, and all of which shall be taken to be one and the same instrument, for the same effect as if all parties hereto had signed the same signature page.  Any signature page of this Guaranty may be detached from any counterpart of this Guaranty without impairing the legal effect of any signatures thereon and may be attached to another counterpart of this Guaranty identical in form hereto but having attached to it one or more additional signature pages.  It shall not be necessary in making proof of this Guaranty to produce or account for more than one such counterpart for each of the parties hereto. Delivery by facsimile or electronic transmission by any of the parties hereto of an executed counterpart of this Guaranty shall be as effective as an original executed counterpart hereof and shall be deemed a representation that an original executed counterpart hereof will be delivered. Each counterpart hereof shall be deemed to be an original and shall be binding upon all parties, their successors and assigns.

(w)           Interpretation . The term “Lender” shall be deemed to include any subsequent holder(s) of the Note or any portion thereof or interest therein. Whenever the context of any provisions hereof shall require it, words in the singular shall include the plural, words in the plural shall include the singular, and pronouns of any gender shall include the other genders. Captions and headings in this Guaranty are for convenience only and shall not affect the construction of this Guaranty. All references in this Guaranty to Schedules, Articles, Sections, Subsections, paragraphs and subparagraphs refer to the respective subdivisions of this Guaranty, unless such reference specifically identifies another document. The terms “ herein ”, “ hereof” “ hereto ”, “ hereunder ” and similar terms refer to this Guaranty and not to any particular Section or subsection of this Guaranty. The terms “ include ” and “ including ” shall be interpreted as if followed by the words “ without limitation ”. All references in this Guaranty to sums denominated in dollars or with the symbol “$” refer to the lawful currency of the United States of America, unless such reference specifically identified another currency. The Loan Documents are for the sole benefit of Lender and Borrower and are not for the benefit of any third party.

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THIS GUARANTY REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES.

[Signatures Appear on Following Page]

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IN WITNESS WHEREOF, Guarantor has duly executed this Guaranty Agreement under seal as of the day and year first written above.

STATE  OF COLORADO

COUNTY OF DENVER

The foregoing instrument was acknowledged before me in the aforesaid jurisdiction this 3rd day of February, 2017, by Luca Fabbri, as Chief Financial Officer and Treasurer of Farmland Partners, Inc., a Maryland corporation, on behalf of the corporation.

[SIGNATURE PAGE TO GUARANTY AGREEMENT]

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Exhibit 10.10

GUARANTY AGREEMENT

THIS GUARANTY AGREEMENT (this “ Guaranty ”) is made as of February 3, 2017, by FARMLAND PARTNERS OPERATING PARTNERSHIP, L.P. , a Delaware limited partnership (“ Guarantor ”) to and for the benefit of RUTLEDGE INVESTMENT COMPANY , a Tennessee corporation (“ Lender ”), and its successors and assigns.

RECITALS:

A.                                     Reference is hereby made to that certain Second Amendment to Loan Agreements (as the same may be amended, restated, supplemented, renewed or replaced from time to time, the “ Second Amendment ”) of even date herewith by and between American Farmland Company L.P., a Delaware limited partnership (the “ Borrower ”) and Lender.

B.                                     As more fully provided in the Second Amendment, Lender agreed to make revolving credit loans to Borrower in the aggregate principal amount of up to Ninety Million and No/100 Dollars ($90,000,000.00) (the “ Loans ”).

C.                                     The Loans are evidenced by the following Revolving Credit Promissory Notes (as the same may be amended, restated, supplemented, renewed or replaced from time to time, the “ Notes ”):

(i)   Revolving Credit Promissory Note dated December 6, 2013 made by Borrower, as maker, payable to Lender, as payee, in the aggregate principal amount of Twenty Five Million and No/100 Dollars ($25,000,000.00);

(ii)  Revolving Credit Promissory Note dated January 14, 2015 made by Borrower, as maker, payable to Lender, as payee, in the aggregate principal amount of Twenty Five Million and No/100 Dollars ($25,000,000.00);

(iii)  Revolving Credit Promissory Note dated August 18, 2015 made by Borrower, as maker, payable to Lender, as payee, in the aggregate principal amount of Twenty Five Million and No/100 Dollars ($25,000,000.00); and

(iv)  Revolving Credit Promissory Note dated December 22, 2015 made by Borrower, as maker, payable to Lender, as payee, in the aggregate principal amount of Fifteen Million and No/100 Dollars ($15,000,000.00);

D.                                     The Loans are secured by, among other things, deeds of trust, mortgages and/or security deeds (as the same may be amended, restated, supplemented, renewed or replaced from time to time, collectively, the “Security Instrument ” ) encumbering certain farm properties located in several states in the United States of America.

E.                                      A condition precedent to Lender’s obligation to extend the maturities of the Loans to Borrower pursuant to the Second Amendment is Guarantor’s execution and delivery of this Guaranty to Lender.

F.                                       Guarantor will benefit directly or indirectly and substantially from the extension of the Loans.

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G.                                     Any capitalized term used and not defined in this Guaranty shall have the meaning given to such term in the Second Amendment.  This Guaranty is one of the Guaranties described in the Second Amendment.

For good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, and as a material inducement to Lender to extend credit to Borrower, Guarantor hereby covenants and agrees as follows, incorporating by reference the foregoing recitals as a part of this Guaranty:

1.                                       Guaranty .

(a)                                  Guaranty of Payment .

Guarantor hereby unconditionally and irrevocably guarantees to Lender the full and punctual payment and performance when due of all principal and accrued and unpaid interest under the Notes (the “Obligations”), whether such Obligations would have arisen at maturity or earlier by reason of acceleration or otherwise and whether denominated as  damages, principal, interest, fees or otherwise, together with all pre- and post- maturity interest thereon (including, without limitation, amounts that, but for the initiation of any proceeding under any insolvency or bankruptcy law, would become due).

(b)                                  Generally .

This is a guaranty of payment and performance and not of collection.  The liability of Guarantor under this Guaranty shall be direct and immediate and not conditional or contingent upon the pursuit of any remedies against Borrower or any other person (including, without limitation, other guarantors, if any), nor against the collateral for the Loans.  Guarantor waives any right to require that an action be brought against Borrower or any other person or to require that resort be had to any collateral for the Loans or to any balance of any deposit account or credit on the books of Lender in favor of Borrower or any other person.  In the event, on account of the Bankruptcy Reform Act of 1978, as amended, or any other debtor relief law (whether statutory, common law, case law or otherwise) of any jurisdiction whatsoever, now or hereafter in effect, which may be or become applicable, Borrower shall be relieved of or fail to incur any debt, obligation or liability as provided in the Loan Agreements, Guarantor shall nevertheless be fully liable therefor.  In the Event of a Default under the Loan Agreements which is not cured within any applicable grace or cure period, Lender shall have the right to enforce its rights, powers and remedies (including, without limitation, foreclosure of all or any portion of the collateral for the Loans) thereunder or hereunder, in any order, and all rights, powers and remedies available to Lender in such event shall be non-exclusive and cumulative of all other rights, powers and remedies provided thereunder or hereunder or by law or in equity.  If the Obligations guaranteed hereby are partially paid or discharged by reason of the exercise of any of the remedies available to Lender, this Guaranty shall nevertheless remain in full force and effect, and Guarantor shall remain liable for all remaining Obligations, even though any rights which Guarantor may have against Borrower may be destroyed or diminished by the exercise of any such remedy. Guarantor shall be liable for the payment and performance of the Obligations, as set forth in this Guaranty, as a primary obligor and for the payment of any sums expended by Lender as set forth in the preceding sentence. This Guaranty shall be effective as a waiver of, and Guarantor hereby expressly waives, any and all rights to which Guarantor may otherwise

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have been entitled under any suretyship laws in effect from time to time, including any right or privilege, whether existing under statute, at law or in equity, to require Lender to take prior recourse or proceedings against any collateral, security or entity whatsoever.  All payments, whether voluntary or involuntary, received by Lender with respect to the Obligations from any source other than Guarantor, including, without limitation, payments from Borrower or any other guarantor and amounts received from any Collateral may, for purposes of determining Guarantor’s obligations under this Guaranty, be applied to the Obligations in such order as Lender may from time to time determine in its sole discretion.  Without limiting the foregoing, Lender may apply such payments first to Obligations that are not guaranteed by Guarantor until such Obligations are paid in full before applying such payments to Obligations that are guaranteed by Guarantor.

2.                                       Indemnity .  Without limiting the generality of Section 1 hereof, Guarantor shall indemnify, defend (with counsel acceptable to Lender) and save harmless Lender from and against all damages, losses, liabilities, obligations, penalties, claims, demands, defenses, judgments, suits, proceedings, penalties, expenditures, costs, disbursements and expenses (including, without limitation, court costs and attorneys’ and experts’ fees and expenses) of any kind or nature whatsoever which may, at any time or from time to time, be imposed upon, incurred by or asserted or awarded against Lender by reason of, or arising from or out of, the Lender’s enforcement (or attempted enforcement) of this Guaranty or any of the other documents evidencing or securing the Loans (the “Loan Documents”).

3.                                       Reinstatement of Obligations .  This Guaranty shall continue to be effective, or be reinstated automatically, as the case may be, if at any time payment, in whole or in part, of any of the obligations guaranteed hereby is rescinded or otherwise must be restored or returned by Lender (whether as a preference, fraudulent conveyance or otherwise) upon or in connection with the insolvency, bankruptcy, dissolution, liquidation or reorganization of Borrower, Guarantor or any other person, or upon or as a result of the appointment of a receiver, intervenor or conservator of, or trustee or similar officer for, Borrower, Guarantor or any other person or for a substantial part of Borrower’s, Guarantor’s or any of such other person’s property, as the case may be, or otherwise, all as though such payment had not been made.  Guarantor further agrees that in the event any such payment is rescinded or must be restored or returned, all costs and reasonable expenses (including, without limitation, reasonable legal fees and expenses) incurred by or on behalf of Lender in defending or enforcing such continuance or reinstatement, as the case may be, shall constitute costs of enforcement, the payment of which is covered by Guarantor’s indemnity pursuant to Section 2 above.

4.                                       Waivers by Guarantor .  To the extent permitted by law, Guarantor hereby waives and agrees not to assert or take advantage of:

(a)                                  Any right to require Lender to proceed against Borrower or any other person or to proceed against or exhaust any security held by Lender at any time or to pursue any other remedy in Lender’s power or under any other agreement before proceeding against Guarantor hereunder;

(b)                                  The defense of the statute of limitations in any action hereunder ;

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(c)                                   Any defense that may arise by reason of the incapacity, lack of authority, death or disability of any other person or persons or the failure of Lender to file or enforce a claim against the estate (in administration, bankruptcy or any other proceeding) of any other person or persons;

(d)                                  Demand, presentment for payment, notice of nonpayment, intent to accelerate, acceleration, protest, notice of protest and all other notices of any kind, or the lack of any thereof, including, without limiting the generality of the foregoing, notice of the existence, creation or incurring of any new or additional indebtedness or obligation or of any action or non-action on the part of Borrower, Lender, any endorser or creditor of Borrower or of Guarantor or on the part of any other person whomsoever under this or any other instrument in connection with any obligation or evidence of indebtedness held by Lender;

(g)                                   Any principle or provision of law, statutory or otherwise, which is or might be in conflict with the terms and provisions of this Guaranty;

(h)                                  Any duty on the part of Lender to disclose to Guarantor any facts Lender may now or hereafter know about Borrower or the Property, regardless of whether Lender has reason to believe that any such facts materially increase the risk beyond that which Guarantor intends to assume or has reason to believe that such facts are unknown to Guarantor or has a reasonable opportunity to communicate such facts to Guarantor, it being understood and agreed that Guarantor is fully responsible for being and keeping informed of the financial condition of Borrower, of the condition of the Property and of any and all circumstances bearing on the risk that liability may be incurred by Guarantor hereunder;

(i)                                      Any lack of notice of disposition or of manner of disposition of any collateral for the Loans ;

(j)                                     Any invalidity, irregularity or unenforceability, in whole or in part, of any one or more of the Loan Documents;

(k)                                  To the extent permitted by law, lack of commercial reasonableness in dealing with the collateral for the Loans;

(l)                                      Any deficiencies in the collateral for the Loans or any deficiency in the ability of Lender to collect or to obtain performance from any persons or entities now or hereafter liable for the payment and performance of any obligation hereby guaranteed;

(m)                              Any assertion or claim that the automatic stay provided by 11 U.S.C. §362 (arising upon the voluntary or involuntary bankruptcy proceeding of Borrower) or any other stay provided under any other debtor relief law (whether statutory, common law, case law or otherwise) of any jurisdiction whatsoever, now or hereafter in effect, which may be or become applicable, shall operate or

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be interpreted to stay, interdict, condition, reduce or inhibit the ability of Lender to enforce any of its rights, whether now or hereafter required, which Lender may have against Guarantor or the collateral for the Loans;

(n)                                  Any modifications of the Loan Documents or any obligation of Borrower relating to the Loans by operation of law or by action of any court, whether pursuant to the Bankruptcy Reform Act of 1978, as amended, or any other debtor relief law (whether statutory, common law, case law or otherwise) of any jurisdiction whatsoever, now or hereafter in effect, or otherwise; and

(o)                                  Any action, occurrence, event or matter consented to by Guarantor under Section 6(i)  hereof, under any other provision hereof, or otherwise.

In addition, Guarantor expressly agrees that Guarantor shall be and remain liable, to the fullest extent permitted by applicable law, for any deficiency remaining after foreclosure of any mortgage, security deed, deed of trust or other security interest securing the Obligations, whether or not the liability of Borrower or any other obligor for such deficiency is discharged pursuant to statute or judicial decision. Guarantor hereby irrevocably waives reliance on any anti-deficiency statute, through subrogation or otherwise, and any such statute shall in no way affect or impair Guarantor’s obligations and liabilities hereunder.

5.                                       Representations, Warranties, and Covenants of Guarantor . Guarantor hereby represents, warrants, and covenants that (a) Guarantor has a direct or indirect financial interest in the Borrower and will derive a material and substantial benefit, directly or indirectly, from the extension of the maturities of the Loans to Borrower and from the making of this Guaranty by Guarantor; (b) this Guaranty has been duly authorized, executed and delivered, and constitutes the valid and legally binding obligation of Guarantor, enforceable in accordance with its terms; (c) Guarantor is not, and the execution, delivery and performance by Guarantor of this Guaranty will not cause Guarantor to be, in violation of or in default with respect to any law, any order of any court or governmental agency, the Guarantor’s charter documents and by-laws of Guarantor or in default (or at risk of acceleration of indebtedness) under any agreement or restriction by which Guarantor is bound or affected; (d) Guarantor is duly organized, validly existing, and in good standing under the laws of the state of its organization and has full power and authority to enter into and perform this Guaranty; (e) Guarantor will indemnify the Lender from any loss, cost or expense as a result of any representation or warranty of Guarantor being false, incorrect, incomplete or misleading in any material respect; (f) as of the date hereof, there is no litigation pending or, to the knowledge of Guarantor, threatened before or by any tribunal against or affecting Guarantor, which would have a material and adverse effect on Guarantor’s ability to perform its obligations under this Guaranty; (g) all financial statements and information heretofore furnished to Lender by Guarantor do, and all financial statements and information hereafter furnished to Lender by Guarantor will, fully and accurately as of their dates, present the condition (financial or otherwise) of Guarantor and the results of Guarantor’s operations for the periods therein specified, and, since the date of the most recent financial statements of Guarantor heretofore furnished to Lender, and as of the date hereof, no material adverse change has occurred in the financial condition of Guarantor, nor, except as heretofore disclosed in writing to Lender, has Guarantor incurred any material liability, direct or indirect, fixed or contingent; (h) after giving effect to this Guaranty, Guarantor is solvent, is not knowingly engaged or about to engage in business or a transaction for which the property of Guarantor is an

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unreasonably small capital, and does not intend to incur or believe that it will incur debts that will be beyond its ability to pay as such debts mature; (i) Lender has no duty at any time to investigate or inform Guarantor of the financial or business condition or affairs of Borrower or any change therein, and Guarantor will keep fully apprised of Borrower’s financial and business condition; (j) Guarantor acknowledges and agrees that Guarantor may be required to perform the guaranteed Obligations in full without assistance or support from Borrower or any other Person; and (k) Guarantor has read and fully understands the provisions contained in the Note, the Loan Agreements, the Security Instrument and the other Loan Documents. Guarantor’s representations, warranties and covenants are a material inducement to Lender to extend the maturities of the Loans and shall survive the execution hereof and any bankruptcy, foreclosure, transfer of security or other event affecting Borrower, Guarantor, any other party, or any security for all or any part of the Obligations.

6.                                       General Provisions .

(a)                                  Fully Recourse .  All of the terms and provisions of this Guaranty are recourse obligations of Guarantor.

(b)                                  Obligations . Guarantor hereby acknowledges that Guarantor’s guaranty is not secured by the Security Instrument or the other Loan Documents and that Lender would not extend the Loans but for the personal liability undertaken by Guarantor herein.

(c)                                   Survival .  This Guaranty shall be deemed to be continuing in nature and shall remain in full force and effect and shall survive the exercise of any remedy by Lender under the Security Instrument or any of the other Loan Documents, including, without limitation, any foreclosure or deed in lieu thereof.

(d)                                  Subordination; No Recourse Against Lender .  If, for any reason whatsoever, Borrower is now or hereafter becomes indebted to Guarantor:

(i)    such indebtedness and all interest thereon and all liens, security interests and rights now or hereafter existing with respect to property of Borrower securing the same shall, at all times, be subordinate in all respects to the Obligations and to all liens, security interests and rights now or hereafter existing to secure the Obligations;

(ii)   Guarantor shall not be entitled to enforce or receive payment, directly or indirectly, of any such indebtedness of Borrower to Guarantor until the Obligations have been fully and finally performed;

(iii) Guarantor hereby assigns and grants to Lender a security interest in all such indebtedness and security therefor, if any, of Borrower to Guarantor now existing or hereafter arising, including any dividends and payments pursuant to debtor relief or insolvency proceedings referred to below. In the event of receivership, bankruptcy, reorganization, arrangement or other debtor relief or insolvency proceedings involving Borrower as debtor, Lender shall have the right to prove

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its claim in any such proceeding so as to establish its rights hereunder and shall have the right to receive directly from the receiver, trustee or other custodian (whether or not a default shall have occurred or be continuing under any of the Loan Documents), dividends and payments that are payable upon any obligation of Borrower to Guarantor now existing or hereafter arising, and to have all benefits of any security therefor, until the Obligations have been fully and finally performed. If, notwithstanding the foregoing provisions, Guarantor should receive any payment, claim or distribution that is prohibited as provided above in this Section 6(d) , Guarantor shall pay the same to Lender immediately, Guarantor hereby agreeing that it shall receive the payment, claim or distribution in trust for Lender and shall have absolutely no dominion over the same except to pay it immediately to Lender; and

(iv)   Guarantor shall promptly upon request of Lender from time to time execute such documents and perform such acts as Lender may require to evidence and perfect its interest and to permit or facilitate exercise of its rights under this Section 6(d) , including, but not limited to, execution and delivery of financing statements, proofs of claim, further assignments and security agreements, and delivery to Lender of any promissory notes or other instruments evidencing indebtedness of Borrower to Guarantor. All promissory notes, accounts receivable ledgers or other evidences, now or hereafter held by Guarantor, of obligations of Borrower to Guarantor shall contain a specific written notice thereon that the indebtedness evidenced thereby is subordinated under and is subject to the terms of this Guaranty.  Further, Guarantor shall not have any right of recourse against Lender by reason of any action Lender may take or omit to take under the provisions of this Guaranty or under the provisions of any of the Loan Documents.

(e)                                   Subrogation .  Notwithstanding the satisfaction by Guarantor of any liability hereunder, Guarantor shall not have any right of subrogation, contribution, reimbursement or indemnity whatsoever or any right of recourse to or with respect to the assets or property of Borrower or to any collateral for the Loans, or to participate in any way in the indebtedness, or in any right, title or interest in and to any security or right of recourse for the indebtedness, until the indebtedness has been fully and finally paid.  In connection with the foregoing, Guarantor expressly waives in favor of Lender any and all rights of subrogation to Lender against Borrower, and Guarantor hereby waives any rights to enforce any remedy which Lender may have against Borrower and any right to participate in any collateral for the Loans.  If Guarantor is or becomes an “insider” (as defined in Section 101 of the United States Bankruptcy Code) with respect to Borrower, then Guarantor hereby irrevocably and absolutely waives any and all rights of contribution, indemnification, reimbursement or any similar rights against Borrower with respect to this Guaranty (including any right of subrogation), whether such rights arise under an express or implied contract or by operation of law. It is the intention of the parties that Guarantor shall not be deemed to be a “creditor” (as defined in Section 101 of the United States Bankruptcy Code) of Borrower by reason of the existence of this Guaranty in the event that Borrower or Guarantor becomes a debtor in any proceeding under the United States Bankruptcy Code. This waiver is given to induce Lender to extend the Loans to Borrower as evidenced by the Second Amendment.

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(f)                                    Reservation of Rights .  Nothing contained in this Guaranty shall prevent or in any way diminish or interfere with any rights or remedies, including, without limitation, the right to contribution, which Lender may have against Borrower, Guarantor or any other party under the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (codified at Title 42 U.S.C. §9601 et seq.) , as it may be amended from time to time, or any other applicable federal, state or local laws, all such rights being hereby expressly reserved.

(g)                                   Disclosure of Information . Guarantor authorizes the Lender to disclose the financial records of Guarantor to any subsidiary or affiliate of the Lender, any of their respective subsidiaries or affiliates, or to any advisory firm engaged by Lender. Lender may disclose any Guarantor financial information to any regulatory body having jurisdiction over Lender, to any agent or attorney of Lender, to any actual or prospective purchaser, transferee, assignee or participant of all or any portion of Lender’s rights with respect to the Loans, and in such other circumstances and to such other parties as necessary or appropriate in Lender’s reasonable judgment.

(h)                                  Rights Cumulative; Payments .  Lender’s rights under this Guaranty shall be in addition to all rights of Lender under the Loan Agreements, the Notes, the Security Instrument and the other Loan Documents.  Further, payments made by Guarantor under this Guaranty shall not reduce in any respect Borrower’s obligations and liabilities under the Loan Agreements, the Notes, the Security Instrument and the other Loan Documents.

(i)                                      No Limitation on Liability .  Guarantor hereby consents and agrees that Lender may at any time and from time to time without further consent from Guarantor do any of the following, and the liability of Guarantor under this Guaranty shall be unconditional and absolute and shall in no way be impaired or limited by any of the following, whether occurring with or without notice to Guarantor or with or without consideration:  (i) any extensions of time for performance required by any of the Loan Documents or extension or renewal of the Note; (ii) any sale, assignment or foreclosure of the Loans (or any portion thereof), the Loan Agreements, the Notes, the Security Instrument or any of the other Loan Documents or any sale or transfer of the Property; (iii) any change in the composition of Borrower, including, without limitation, the withdrawal or removal of Guarantor from any current or future position of ownership, management or control of Borrower; (iv) the accuracy or inaccuracy of the representations and warranties made by Guarantor herein or by Borrower in any of the Loan Documents; (v) the release of Borrower or of any other person or entity from performance or observance of any of the agreements, covenants, terms or conditions contained in any of the Loan Documents by operation of law, Lender’s voluntary act or otherwise; (vi) the release or substitution in whole or in part of any security for the Loans; (vii) Lender’s failure to record the Security Instrument or to file any financing statement (or Lender’s improper recording or filing thereof) or to otherwise perfect, protect, secure or insure any lien or security interest given as security for the Loans; (viii) the modification of the terms of any one or more of the Loan Documents; or (ix) the taking or failure to take any action of any type whatsoever.  No such action which Lender shall take or fail to take in connection with the Loan Documents or any collateral for the Loans, nor any course of dealing with Borrower or any other person, shall limit, impair or release Guarantor’s obligations hereunder, affect this Guaranty in any way or afford Guarantor any recourse against Lender.  Nothing contained in this Section shall be construed to require Lender to take or refrain from taking any action referred to herein.

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(j)                                     Entire Guaranty; Amendment; Severability .  This Guaranty contains the entire agreement between the parties respecting the matters herein set forth and supersedes all prior agreements, whether written or oral, between the parties respecting such matters.  Any amendments or modifications hereto, in order to be effective, shall be in writing and executed by the parties hereto.  A determination that any provision of this Guaranty is unenforceable or invalid shall not affect the enforceability or validity of any other provision, and any determination that the application of any provision of this Guaranty to any person or circumstance is illegal or unenforceable shall not affect the enforceability or validity of such provision as it may apply to any other persons or circumstances.

(k)                                  Governing Law; Binding Effect; Waiver of Acceptance .  The construction, validity and performance of this Guaranty and the obligations arising hereunder shall be governed by, and construed in accordance with, the laws of the State of Tennessee applicable to contracts made and performed in such state (without regard to principles of conflict of laws) and any applicable law of the United States of America.  To the fullest extent permitted by law, Guarantor hereby unconditionally and irrevocably waives any claim to assert that the law of any other jurisdiction governs this Guaranty.  This Guaranty shall bind Guarantor and the respective successors and assigns of Guarantor and shall inure to the benefit of Lender and the officers, directors, shareholders, agents and employees of Lender and their respective heirs, successors and assigns.  Notwithstanding the foregoing, Guarantor shall not assign any of its rights or obligations under this Guaranty without the prior written consent of Lender, which consent may be withheld by Lender in its sole discretion.  Guarantor hereby waives any acceptance of this Guaranty by Lender, and this Guaranty shall immediately be binding upon Guarantor.

(l)                                      Notices .  All notices, demands or documents which are required or permitted to be given or served hereunder shall be in writing and shall be deemed sufficiently given when delivered or mailed in the manner set forth in the Loan Agreements, addressed to Borrower and Lender as provided in the Loan Agreement, and addressed to Guarantor at the address set forth opposite Guarantor’s name below, or at any other address specified in a notice given by such party to the other parties not less than ten (10) days prior to the effective date of the address change.  This section shall not be construed in any way to affect or impair any waiver of notice or demand provided in this Guaranty or in any Loan Document or to require giving of notice or demand to or upon any Person in any situation or for any reason.

(m)                              No Waiver; Time of Essence .  The failure of any party hereto to enforce any right or remedy hereunder, or to promptly enforce any such right or remedy, shall not constitute a waiver thereof nor give rise to any estoppel against such party nor excuse any of the parties hereto from their respective obligations hereunder.  Any waiver of such right or remedy must be in writing and signed by the party to be bound.  This Guaranty is subject to enforcement at law or in equity, including actions for damages or specific performance.  Time is of the essence hereof.

(n)                                  Captions for Convenience .  The captions and headings of the sections and paragraphs of this Guaranty are for convenience of reference only and shall not be construed in interpreting the provisions hereof.

(o)                                  Attorneys’ Fees .  In the event it is necessary for Lender to retain the services of an attorney or any other consultants in order to enforce this Guaranty, or any portion thereof, Guarantor

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agrees to pay to Lender any and all costs and expenses, including, without limitation, reasonable attorneys’ fees, incurred by Lender as a result thereof.

(p)                                  Successive Actions .  A separate right of action hereunder shall arise each time Lender acquires knowledge of any matter indemnified or guaranteed by Guarantor under this Guaranty.  Separate and successive actions may be brought hereunder to enforce any of the provisions hereof at any time and from time to time.  No action hereunder shall preclude any subsequent action, and Guarantor hereby waives and covenants not to assert any defense in the nature of splitting of causes of action or merger of judgments.

(q)                                  Reliance .  Lender would not extend the Loans to Borrower without this Guaranty.  Accordingly, Guarantor intentionally and unconditionally enters into the covenants and agreements as set forth above and understands that, in reliance upon and in consideration of such covenants and agreements, the Loans shall be made and, as part and parcel thereof, specific monetary and other obligations have been, are being and shall be entered into which would not be made or entered into but for such reliance.

(r)                                     Submission to Jurisdiction; WAIVER OF JURY TRIAL .

(i)                                      Guarantor hereby irrevocably submits generally and unconditionally for itself and in respect of its property to the nonexclusive jurisdiction of any state or federal court in the County of Shelby in the State of Tennessee, and waives personal service of any and all process upon Guarantor and agrees that all such service of process may be made by certified or registered mail directed to Guarantor at the address set forth on the signature page hereof, but service so made shall be deemed to be completed only upon actual receipt thereof.  Guarantor waives any objection to jurisdiction and venue of any action instituted against Guarantor as provided herein and agrees not to assert any defense based on lack of jurisdiction or venue.  Guarantor acknowledges and agrees that the venues provided above are the most convenient forum for Lender, Borrower and Guarantor.  Nothing contained herein shall prevent Lender from bringing any action, enforcing any award or judgment or exercising any rights against any party individually, against any security or against any property of any party within any other county, state or other foreign or domestic jurisdiction.

(ii)                                   LENDER AND GUARANTOR, TO THE FULL EXTENT PERMITTED BY LAW, HEREBY KNOWINGLY, INTENTIONALLY AND VOLUNTARILY, WITH AND UPON THE ADVICE OF COMPETENT COUNSEL, WAIVE, RELINQUISH AND FOREVER FORGO THE RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING BASED UPON, ARISING OUT OF, OR IN ANY WAY RELATING TO THIS GUARANTY OR ANY CONDUCT, ACT OR OMISSION OF LENDER OR GUARANTOR, OR ANY OF THEIR DIRECTORS, OFFICERS, PARTNERS, MEMBERS, EMPLOYEES, AGENTS OR ATTORNEYS, OR ANY OTHER PERSONS AFFILIATED WITH LENDER OR GUARANTOR, IN EACH OF THE FOREGOING CASES, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE.

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(s)                                    Waiver by Guarantor .  Guarantor covenants and agrees that, upon the commencement of a voluntary or involuntary bankruptcy proceeding by or against Borrower, Guarantor shall not seek or cause Borrower or any other person or entity to seek a supplemental stay or other relief, whether injunctive or otherwise, pursuant to 11 U.S.C. § 105 or any other provision of the Bankruptcy Reform Act of 1978, as amended, or any other debtor relief law, (whether statutory, common law, case law or otherwise) of any jurisdiction whatsoever, now or hereafter in effect, which may be or become applicable, to stay, interdict, condition, reduce or inhibit the ability of Lender to enforce any rights of Lender against Guarantor or the collateral for the Loans by virtue of this Guaranty or otherwise.

(t)                                     No Petition.   Guarantor hereby covenants and agrees that it will not at any time institute against Borrower, or join in any institution against Borrower of, any bankruptcy proceedings under any United States federal or state bankruptcy or similar law.

(u)                                  Joint and Several Liability .  Notwithstanding anything to the contrary contained herein, if there is more than one signatory to this Guaranty or a separate guaranty, the representations, warranties, covenants and agreements made by Guarantor herein, and the liability of Guarantor hereunder, are and shall be joint and several.

(v)                                  Counterparts .  This Guaranty may be executed in any number of counterparts, each of which shall be effective only upon delivery and thereafter shall be deemed an original, and all of which shall be taken to be one and the same instrument, for the same effect as if all parties hereto had signed the same signature page.  Any signature page of this Guaranty may be detached from any counterpart of this Guaranty without impairing the legal effect of any signatures thereon and may be attached to another counterpart of this Guaranty identical in form hereto but having attached to it one or more additional signature pages.  It shall not be necessary in making proof of this Guaranty to produce or account for more than one such counterpart for each of the parties hereto. Delivery by facsimile or electronic transmission by any of the parties hereto of an executed counterpart of this Guaranty shall be as effective as an original executed counterpart hereof and shall be deemed a representation that an original executed counterpart hereof will be delivered. Each counterpart hereof shall be deemed to be an original and shall be binding upon all parties, their successors and assigns.

(w)                                Interpretation . The term “Lender” shall be deemed to include any subsequent holder(s) of the Note or any portion thereof or interest therein. Whenever the context of any provisions hereof shall require it, words in the singular shall include the plural, words in the plural shall include the singular, and pronouns of any gender shall include the other genders. Captions and headings in this Guaranty are for convenience only and shall not affect the construction of this Guaranty. All references in this Guaranty to Schedules, Articles, Sections, Subsections, paragraphs and subparagraphs refer to the respective subdivisions of this Guaranty, unless such reference specifically identifies another document. The terms “ herein ”, “ hereof” “ hereto ”, “ hereunder ” and similar terms refer to this Guaranty and not to any particular Section or subsection of this Guaranty. The terms “ include ” and “ including ” shall be interpreted as if followed by the words “ without limitation ”. All references in this Guaranty to sums denominated in dollars or with the symbol “$” refer to the lawful currency of the United States of America, unless such reference specifically identified another currency. The Loan Documents are for the sole benefit of Lender and Borrower and are not for the benefit of any third party.

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THIS GUARANTY REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES.

[Signatures Appear on Following Page]

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IN WITNESS WHEREOF, Guarantor has duly executed this Guaranty Agreement under seal as of the day and year first written above.

STATE OF COLORADO

COUNTY OF DENVER

The foregoing instrument was acknowledged before me this 3rd day of February, 2017 by Luca Fabbri, who personally appeared before me and with whom I am acquainted (or proved to me on the basis of satisfactory evidence) and who upon oath acknowledged himself to be the  Chief Financial Officer and Treasurer of Farmland Partners, Inc, the Sole Member of Farmland Partners OP GP, LLC, the Sole General Partner of FARMLAND PARTNERS OPERATING PARTNERSHIP, LP, a Delaware limited partnership, and that he as such Chief  Financial Officer and Treasurer of the Sole Member of the Sole General Partner of the Limited Partnership, being authorized so to do, executed the foregoing instrument for the purposes therein contained, by signing the name of the Limited Partnership by himself as Chief Financial Officer and Treasurer  of the Sole Member of the Sole General Partner of the Limited Partnership.

[SIGNATURE PAGE TO GUARANTY AGREEMENT]

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Exhibit 10.11

FIFTH LOAN AGREEMENT

This Fifth Loan Agreement (“Agreement”) is entered into as of this 3rd day of February, 2017, by and among AMERICAN FARMLAND COMPANY L.P., a Delaware limited partnership, (“Borrower”), whose address is 4600 S. Syracuse Street, Suite 1450, Denver, Colorado 80237, FARMLAND PARTNERS, INC., a Maryland corporation, FARMLAND PARTNERS OPERATING PARTNERSHIP, L.P., a Delaware limited partnership (“Guarantors”), whose addresses are 4600 S. Syracuse Street, Suite 1450, Denver, Colorado 80237, and RUTLEDGE INVESTMENT COMPANY, a Tennessee corporation, (“Lender”), whose address, for purposes of this Agreement, is 5160 Sanderlin Avenue, Suite One, Memphis, Tennessee 38117.

RECITALS

WHEREAS, Borrower and Lender executed that certain Loan Agreement, dated December 6, 2013 (the “First Loan Agreement”), pursuant to which Lender made a revolving credit loan to Borrower in the principal amount of $25,000,000 (the “First Loan”); and

WHEREAS, Borrower and Lender executed that certain Loan Agreement, dated January 14, 2015 (the “Second Loan Agreement”), pursuant to which Lender made a revolving credit loan to Borrower in the principal amount of $25,000,000 (the “Second Loan”); and

WHEREAS, Borrower and Lender executed that certain Loan Agreement, dated August 18, 2015  (the “Third Loan Agreement”), pursuant to which Lender made a revolving credit loan to Borrower in the principal amount of $25,000,000 (the “Third Loan”); and

WHEREAS, Borrower and Lender executed that certain Loan Agreement, dated December 22, 2015 (the “Fourth Loan Agreement”), pursuant to which Lender made a revolving credit loan to Borrower in the principal amount of $15,000,000 (the “Fourth Loan”); and

WHEREAS, Borrower and Lender previously amended the terms and conditions of the First Loan Agreement, Second Loan Agreement, Third Loan Agreement and Fourth Loan Agreement pursuant to that certain Amendment to Loan Agreements dated December 22, 2015; and

WHEREAS, Borrower and Lender have amended the terms and conditions of the First Loan Agreement, Second Loan Agreement, Third Loan Agreement and Fourth Loan Agreement pursuant to that certain Second Amendment to Loan Agreements dated of even date herewith; and

WHERAS, Lender has agreed to make a new Loan (hereafter defined) to Borrower, subject to the terms and conditions of this Agreement.

In connection with the funding and administration of the Loan, the parties hereto agree as follows:

ARTICLE 1.  DEFINITIONS

The following terms as used in this Agreement or in the other Loan Documents shall have the following meanings:

1.1.                             Appraisals .  Uniform agricultural appraisal reports acceptable to Lender in its reasonable but sole discretion.

1.2.                             Appraised Value .  The combined total value of the Properties as established by the Appraisals.

1.3.                             Appraised Value of Prior Properties .  The combined total value of the Prior Properties as established by the Appraisals.

1.4.                             Assignments of Leases .  The Assignments of Contracts, Rents, Agreements and Leases of even date herewith, executed by Owners in favor of Lender on the Properties.

1.5.                             Business Day .  Any day that is not a Saturday, Sunday or banking holiday in the State.

1.6.                             Contributed Assets .  The assets of Farmland Partners, Inc. (“FPI”) contributed to Issuer at the time of  FPI’s initial public offering on April 16, 2014 that are listed on Annex D attached hereto and made a part hereof.

1.7.                             Contributed Asset Agreed Value .  $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 FPI 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 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.

1.8.                             Contributed Asset Value Difference .  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 FPI 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.

1.9.                             Costs .  All fees, charges, costs and expenses of any nature whatsoever incurred at any time and from time to time (whether before or after a Default) by Lender in making, funding, administering or modifying the Loan, in negotiating or entering into any

“workout” of the Loan, or in exercising or enforcing any rights, powers and remedies provided in the Loan Documents, including reasonable attorneys’ fees, court costs, receiver’s fees, management fees and costs incurred in the repair, maintenance and operation of, or taking possession of, or selling, the Properties.

1.10.                      Default Rate.   A rate equal to the highest rate of interest allowed by Law.

1.11.                      Environmental Due Diligence .  Environmental due diligence for the Properties acceptable to Lender, which may include, at Lender’s discretion, phase I environmental site assessments.

1.12.                      Event of Default .  The occurrence of any of the events described in Section 7 of this Agreement.

1.13.                      GAAP .  Generally accepted accounting principles.

1.14.                      Governmental Authority .  Any governmental or quasi-governmental entity, including any court, department, commission, board, bureau, agency, administration, service, district or other instrumentality of any governmental entity.

1.15.                      Guaranties .  Those certain Guaranty Agreements dated of even date herewith executed by Guarantors in favor of Lender in which Guarantors, jointly and severally, guarantee to Lender the repayment in full of the Loan.

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

1.18.                      Indemnity Agreements .  The Environmental Indemnity Agreements of even date herewith, signed by Borrower and the Owners in favor of Lender.

1.19.                      Issuer .  Farmland Partners Operating Partnership, LP

1.20.                      Laws .  All federal, state and local laws, statutes, rules, ordinances, regulations, codes, licenses, authorizations, decisions, injunctions, interpretations, orders or decrees of any court or other Governmental Authority having jurisdiction over the Properties, as may be in effect from time to time.

1.21.                      Leases .  All leases and other similar agreements, whether now existing or hereafter entered into, for the Properties, including all lease guaranties related thereto, as the same may be amended or modified from time to time.

1.22.                      Leverage Ratio .  The ratio of the FPI’s Total Debt to the FPI’s Total Assets.

1.23.                      Loan .  The revolving credit loan in the amount of $30,000,000.00, as evidenced by the Note, provided the amounts advanced from time to time shall not exceed sixty percent (60%) of the Appraised Value of the Properties (subject to the conditions stated in Section 6.13 hereof), as determined by Lender based upon the most recent Appraisals. The Loan shall bear interest at an adjustable rate equal to the ninety day (90) LIBOR rate plus one and thirty hundredths percent (1.30%) per annum with interest only payable quarterly and maturity on January 1, 2022 as more particularly provided in the Note.

1.24.                      Loan Documents .  The Note, the Mortgages, the Assignments of Leases, the Indemnity Agreements, this Agreement, the Guaranties and any other documents or instruments evidencing or securing the Loan.

1.25.                      Loan Proceeds .  Funds disbursed or to be disbursed under the Note pursuant to this Agreement.

1.26.                      Mortgages .  The Revolving Credit Deeds of Trust, Assignments of Rents, Security Agreements and Fixture Filings of even date herewith from Owners to Lender encumbering the Properties and securing repayment of the Obligations.

1.27.                      Note .  The Revolving Credit Promissory Note of even date herewith, from Borrower to Lender in the principal amount of $30,000,000.00.

1.28.                      Obligations .  All present and future debts, obligations and liabilities of Borrower and Owners to Lender arising pursuant to, or on account of, the provisions of this Agreement, the Note or any of the other Loan Documents, including the obligations: (a) to pay all principal, interest, late charges, and other amounts due at any time under the Note; (b) to pay all expenses, indemnification payments, fees and other amounts due at any time under the Loan Documents, together with interest as provided in the Loan Documents; and (c) to perform, observe and comply with all of the terms, covenants and conditions, expressed or implied, which Borrower and Owners are required to perform, observe or comply with pursuant to the terms of the Loan Documents.

1.29.                      Owners .  (a) AFC California LLC, a Delaware limited liability company; (b) Bartlett (CA) LLC, a Delaware limited liability company; (c) Sargent Farms (CA) LLC, a Delaware limited liability company; (d) Booth (CA), LLC, a Delaware limited liability company; (e) Stoneman (CA) LLC, a Delaware limited liability company; (f) Arnold (CA) LLC, a Delaware limited liability company;  and (g) Waterman (CA) LLC, a Delaware limited liability company.

1.30.                      Person .  An individual, a corporation, a partnership, a joint venture, a limited liability company, a trust, an unincorporated association, any Governmental Authority or any other entity.

1.31.                      Properties .  The agricultural farmland owned by the Owners, as more particularly described in the Mortgages and including without limitation, all of the estate, right, title and interest of the Owners into the farmland described in the Mortgages, together

with all buildings, structures, and improvements of every nature whatsoever now or hereafter situated thereon.

1.32.                      Prior Properties .  The agricultural farmland securing the Previous Loans, together with all buildings, structures, and improvements of every nature whatsoever now or hereafter situated thereon.

1.33.                      State .  The State of Tennessee.

1.34.                      Title Insurance Agent .  Fidelity National Title Group

1.35.                      Title Insurance Commitments .  American Land Title Association (“ALTA”) mortgagee’s title insurance commitments to be issued by the Title Insurance Company on the Properties in such form as is acceptable to Lender.

1.36.                      Title Insurance Company .  Fidelity National Title Group.

1.37.                      Title Insurance Policies .  ALTA mortgagee’s title insurance policies to be issued by the Title Insurance Company in the amount of the Note showing fee simple title to the Properties to be vested in the Owners and insuring the Mortgages as first liens on the Properties, subject only to exceptions permitted by Lender, and otherwise in form and substance acceptable to Lender including endorsements thereto.

1.38.                      Total Assets .  The sum of (a) the Contributed Asset Value Difference and (b) FPI’s total assets as of the end of each fiscal quarter or the fiscal year, as applicable, as presented in the annual CPA audited financial statements; provided, however , that in the event that FPI no longer records the Contributed Assets on a historical cost basis, then Lender, in its sole discretion, may determine that clause (a) shall no longer be included in the calculation of Total Assets.

1.39.                      Total Debt .  The total debt of FPI as of the end of each fiscal quarter or the fiscal year, as applicable, as presented in the annual CPA audited financial statements.

ARTICLE 2.  WARRANTIES AND REPRESENTATIONS

In consideration for Lender committing to fund the Loan, Borrower hereby represents and warrants to Lender, as follows:

2.1.                             Purpose of Loan .  The Loan shall be used for working capital purposes, acquisition costs for additional farmland and such other corporate purposes utilized by Borrower in its business.  The Loan is for commercial purposes.

2.2.                             Pending Suits .  To Borrower’s knowledge, except for a class action lawsuit entitled “Parshall v. American Farmland Company, et. al., Case No. 24C16005745, filed on October 26, 2016 in Circuit Court for Baltimore City, there are no suits, judgments, bankruptcies or executions pending or threatened against Borrower, Owners or the Properties which, if decided adversely to Borrower, Owners or the Properties, would materially and adversely affect the financial condition of Borrower, Owners or the Properties.

2.3.                             Financial Statements .  The Financial Statements delivered by Borrower to  Lender are true and correct in all material respects, fairly present the respective financial condition of the subject thereof as of the respective dates thereof, no material adverse change has occurred in the financial condition reflected therein since the respective dates thereof, and no additional borrowings have been made by Borrower since the date thereof other than the borrowing contemplated hereby or other borrowing approved by Lender.

2.4.                             No Mechanic’s or Materialmen’s Liens .  Neither Borrower nor Owners have, as of the date hereof, permitted any work at the Properties or the delivery of any materials to the Properties which could give rise to a lien on the Properties.

2.5.                             No Violation of Other Agreements .  The consummation of the transactions contemplated by this Agreement and the performance of this Agreement and Loan Documents will not result in any breach of, or constitute an Event of Default under, the Borrower’s or Owners’ organizational documents or any other material instrument or agreement to which Borrower or Owners are a party or by which they may be bound or affected.

2.6.                             Leases .  All existing Leases are in full force and effect and, to Borrower’s knowledge, no default exists under the Leases as of the date hereof.

ARTICLE 3.  THE LOAN

3.1.                             Use and Purposes .  Borrower agrees to borrow from Lender and Lender agrees to lend to Borrower the Loan Proceeds, such Loan Proceeds to be subject to all of the terms, provisions and conditions of this Agreement.  The Loan is a revolving line of credit and the outstanding principal balance of the Loan may, from time to time, increase or decrease and may be repaid and re-borrowed as provided in the Note, but shall never, at any one time, exceed the principal sum of $30,000,000.00.  Borrower’s right to re-borrow expires the earlier of an Event of Default under any of the Loan Documents or January 1, 2022 (“Maturity Date”).

3.2.                             Advances Secured by Loan Documents .  All disbursements, advances or payments made by Lender hereunder, from time to time, and any amounts expended by Lender under this Agreement or the other Loan Documents, and all other loan expenses,

including reasonable attorneys fees, as and when advanced or incurred, will be deemed to be a part of the Obligations and as such will be secured by the Loan Documents to the same extent and effect as if the terms and provisions of this Agreement were set forth therein.

ARTICLE 4.  CONDITIONS TO DISBURSEMENT OF LOAN PROCEEDS

Unless otherwise agreed by Lender in writing, Lender will not be obligated to close the Loan and disburse any Loan Proceeds unless and until the following conditions have been satisfied (all in a manner acceptable to Lender):

4.1.                             Loan Documents .  Borrower shall have furnished or delivered to Lender, in form and substance acceptable to Lender, the Loan Documents executed by Borrower, Owners and Guarantors, as applicable.

4.2.                             Closing Costs .  Borrower shall have paid all reasonable Costs incurred by Lender in connection with the Loan, including the reasonable fees of counsel for the Lender.

4.3.                             Financial Statements .  Borrower and FPI shall have delivered to Lender current financial statements for Borrower and FPI certified to be true, correct and complete.  Said financial statements must be current within the last twelve (12) months.

4.4.                             Title Policies .  Borrower shall have procured commitments for the issuance of the Title Insurance Policies, in a form acceptable to Lender.

4.5.                             Insurance .  Borrower shall have furnished to Lender evidence, either in the form of duplicate policies, binders or certificates, acceptable to Lender (identifying each insurance policy, name of insurer, amount of coverage, deductible provisions and expiration date) that Borrower has purchased, and has in full force and effect as required by Lender and the Loan Documents.

4.6.                             Appraisals .  Lender shall have obtained the Appraisals of the Properties which are satisfactory to Lender in amount, form and substance.  Borrower shall pay for the cost of the Appraisals.

4.7.                             Organizational Documents .  Lender shall be provided with a copy of Borrower’s, Guarantors’ and  Owners’ organizational documents and evidence of authority to sign this Agreement and the other Loan Documents.

4.8.                             Environmental Due Diligence .  Lender shall be provided with such Environmental Due Diligence for the Property as Lender may require, in form and content acceptable to Lender.  All reports shall be addressed to Lender.  Borrower shall pay for the cost of the Environmental Due Diligence.

4.9.                             Opinion of Counsel .  Borrower shall provide Lender with an opinion from counsel to Borrower, Guarantors and Owners, in such form and content as reasonably required by Lender.

4.10.                      Leases .  Lender shall have received and approved executed copies of the Leases.

4.11.                      Commitment Fee .  Payment of the commitment fee to Lender in the amount of $75,000.00.

4.12.                      Merger .  FPI shall have successfully purchased all of the outstanding capital stock of American Farmland Company (“AFC”) and FPI Heartland GP LLC shall have become the sole general partner of Borrower.

ARTICLE 5.  COLLATERAL FOR THE LOAN

The Obligations shall be secured by a first priority lien on the Properties as evidenced by the Mortgages and Assignments of Leases.

ARTICLE 6.  COVENANTS AND AGREEMENTS

Borrower covenants and agrees with Lender as follows:

6.1.                             Costs .  Borrower will pay all reasonable Costs required to satisfy the conditions of this Agreement, including, but not limited to, all taxes and recording expenses, Lender’s attorneys fees, surveys, appraisals, appraisal updates, title insurance, title updates, real estate taxes, and insurance policies.

6.2.                             Inspections .  Borrower will permit Lender and its representatives to enter upon the Properties at all reasonable times and upon reasonable notice to inspect the Properties and to examine all records which relate to the ownership and operation of the Properties and will cooperate, and cause Borrower’s manager, if applicable, to cooperate with Lender in such inspections.

6.3.                             Brokers .  Borrower will indemnify and hold harmless Lender from and against all claims of brokers and agents arising by reason of the execution of this Agreement or the consummation of the transactions contemplated hereby.

6.4.                             Advances to Cure Default .  In the event that Borrower fails to perform any of Borrower’s covenants or agreements under this Agreement, and fails to commence a cure of such failure within ten (10) days after written notice from Lender specifying the failure and the action required to cure same, Lender may, but shall not be required to, perform any or all of such covenants and agreements, and any amounts expended by Lender in so doing will be deemed to be a part of the Obligations under this Agreement and under the Loan Documents.

6.5.                             Compliance with Laws .  The Properties shall be owned and operated in all material respects in accordance with all applicable Laws, including, without limitation, all zoning, land use, code, setback and other applicable regulations and restrictions.

6.6.                             Books and Records; Financial Statements; Tax Returns .  FPI shall furnish to Lender company prepared financial statements within sixty (60) days after each quarter end. In addition, FPI shall  furnish to Lender annual CPA audited financial statements within one hundred twenty (120) days of FPI’s fiscal year end, together with such other financial statements and information as Lender may reasonably request from time to time. FPI shall also furnish to Lender annual operating statements for the Properties including an updated rent roll. All financial statements shall be in form satisfactory to Lender.

6.7.                             Estoppel Certificates .  Within twenty (20) days after any request by Lender, Borrower shall certify in writing to Lender, the then unpaid balance of the Loan and whether Borrower claims any right of defense or setoff to the payment or performance of any of the Obligations, and if Borrower claims any such right of defense or setoff, Borrower shall give a detailed written description of such claimed right.

6.8.                             Notification by Borrower .  Borrower will promptly give written notice to Lender of (i) the occurrence of any Event of Default under the Loan Documents, and (ii) the occurrence of any default, after all applicable notice and cure periods have expired, under the Leases.

6.9.                             Indemnification by Borrower .  Borrower agrees to indemnify Lender and to hold Lender harmless from and against, and to defend Lender by counsel approved by Lender against, any and all commercially reasonable out-of-pocket costs incurred in connection with claims directly or indirectly arising out of or resulting from any transaction, act, omission, event or circumstance in any way connected with the Properties or the Obligations (a “Claim”), including any Claim arising out of or resulting from (a) any failure by Borrower to comply with the requirements of any Laws or to comply with any agreement that applies to the Properties; (b) any failure by Borrower to observe and perform any of the obligations imposed upon the landlord under the Leases; (c) any other Event of Default hereunder or under any of the other Loan Documents; or (d) any assertion or allegation that Lender is liable for any act or omission of Borrower or any other Person in connection with the ownership, development, financing, leasing, operation or sale of the Properties; provided, however, that Borrower shall not be obligated to indemnify Lender with respect to any Claim arising solely from the negligence or willful misconduct of Lender.  The agreements and indemnifications contained in this Section shall apply to Claims arising both before and after the repayment of the Loan and shall survive the repayment of the Loan, any foreclosure or deed, assignment or conveyance in lieu thereof and any other action by Lender to enforce the rights and remedies of Lender hereunder or under the other Loan Documents, except for acts or omissions of Lender after taking possession of the Property pursuant to its remedies under the Loan Documents.

6.10.                      Appraisals .  Lender shall order updated Appraisals of the Properties on an annual basis, at Borrower’s expense, and which shall be addressed to Lender and approved by Lender in its reasonable but sole discretion.

6.11.                      Non-Usage Fee .  Borrower shall pay to Lender an unused line of credit fee equal to one quarter of one percent per annum (.25%) of the Loan amount minus the average outstanding principal balance of the Loan of the prior three (3) month period which fee shall

be assessed on the first day of each calendar quarter hereafter until the Loan has been paid in full.

6.12.                      Leverage Ratio .  Borrower shall cause FPI to maintain during the term of the Loan, a Leverage Ratio of sixty percent (60%) or less. The foregoing covenant shall be tested annually.

6.13.                      Loan to Value Ratio .  The aggregate loan amounts outstanding under the Loan and the Previous Loans from time to time shall not exceed fifty percent (50%) of the Appraised Value of the Properties and the Prior Properties as determined by Lender during the prior twelve (12) months pursuant to updated Appraisals. Notwithstanding the foregoing, the loan to appraised value of properties securing a single loan (ie, any one of the Loan or Previous Loans) may increase to a maximum amount of sixty percent (60%) or less so long as the aggregate outstanding principal amounts under the Loan and Previous Loans divided by the aggregate Appraised Value of the Properties and the Appraised Value of Prior Properties is fifty percent (50%) or less. The foregoing covenants shall be tested annually in the fourth calendar quarter. In the event of a default under this Section 6.13, Borrower, at its election, shall have one hundred eighty (180) days (i) to cure such default by either paying down the aggregate outstanding principal amount of the Loan and the Previous Loans to an amount that would comply with this Section 6.13 or furnish additional first mortgage real estate collateral acceptable to Lender supported by title insurance, environmental due diligence and current Appraisals or (ii) deliver notice to Lender that Borrower will, at its own expense, obtain a new Appraisal of all or a portion of the Properties (a “ Reappraisal Notice ”).  If Borrower delivers such a Reappraisal Notice, Borrower shall, within 90 days after the date of the Reappraisal Notice, obtain and deliver to Lender a new Appraisal of all or a portion of the Properties which shall be acceptable to Lender in its reasonable but sole discretion.  Subject to Lender’s approval of the new Appraisal, promptly following receipt of such new Appraisal, Lender shall recalculate the loan to value ratio using the Appraisal Value stated therein (and, if the new Appraisal does not include all of the Properties, previously performed Appraisals of any such excluded Properties), and notify Borrower of the results. If such recalculated loan to value ratio is sufficient to comply with the loan to value requirements set forth in this Section 6.13 , no further action by Borrower is required with respect to the loan to value requirements for the applicable period. However, if such recalculated loan to value ratio is insufficient for such purpose, Borrower shall have the option (at any time within the 180 day period, but no later than July 1 of any year) to (i) make a prepayment which, if made prior to the date of measurement of such recalculated loan to value ratio, would have caused Borrower to be in compliance with the loan to value requirements set forth herein or (ii) furnish additional first mortgage real estate collateral acceptable to Lender.

ARTICLE 7.  EVENT OF DEFAULT

7.1                                Event of Default by Borrower, Guarantors and /or Owners .  The occurrence of any one or more of the following shall constitute an “Event of Default” as such term is used herein:

(a)                                  A failure to pay amounts when due under the Note or the other Loan Documents within five (5) days of when due;

(b)                                  Any representation, warranty or statement made by Borrower or Guarantors, as applicable,  in this Agreement, the other Loan Documents or any other instrument now or hereafter evidencing, securing or in any manner relating to the Loan proves untrue in any material respect;

(c)                                   Failure of Borrower and/or Guarantors to comply in all material respects with any of the terms and conditions of this Agreement, or the other Loan Documents, which failure is not cured within thirty (30) days following written notice from Lender; provided, however, if within such 30 day period Borrower and/or Guarantors, as applicable, has made a good faith effort to comply with such terms and conditions but the failure to complete the same cannot reasonably be cured within such 30 day period, then, provided such efforts continue, and it reasonably appears that they will be successful, then the time to cure such Event of Default shall be extended by a reasonable time not to exceed sixty (60) additional days (subject to Excusable Delays);

(d)                                  Failure of Owners to comply in all material respects with any of the terms and conditions of the Loan Documents; provided, however, if within such 30 day period Owners have made a good faith effort to comply with such terms and conditions but the failure to complete the same cannot reasonably be cured within such 30 day period, then, provided such efforts continue, and it reasonably appears that they will be successful, then the time to cure such Event of Default shall be extended by such reasonable time not to exceed sixty (60) additional days (subject to Excusable Delays);

(e)                                   If Borrower, Guarantors or Owners file a voluntary petition in bankruptcy or is adjudicated a bankrupt or insolvent, or files any petition or answer seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under the present or any future federal bankruptcy act or any other present or future applicable federal, state or other statute or Law, makes an assignment for the benefit of creditors, or seek or consent to or acquiesces in the appointment of any trustee, receiver or liquidator for Borrower or Owners for all or any substantial part of their properties or of the Properties;

(f)                                    If within ninety (90) days after the commencement of any proceeding against Borrower, Guarantors or Owners seeking any reorganization, arrangement, readjustment, liquidation, dissolution or similar relief under the present or any future federal bankruptcy act or any other present or future applicable federal, state or other statute or Law, such proceeding is not dismissed, or if, within ninety (90) days after the appointment, without the consent or acquiescence of Borrower, Guarantors, or Owners, as applicable or any trustee, receiver or liquidator for Borrower, Guarantors or Owners for all or any substantial part of their properties or of the Properties;

(g)                                   If a third party obtains a judgment not covered or satisfied by insurance against Borrower, Guarantors, Owners or the Properties, which (a) materially and adversely impacts the obligations of the Borrower under the Loan or Guarantors under the Guaranties, and (b) is not vacated and released within thirty (30) days at the date of such judgment;

(h)                                  An Event of Default has occurred under the First Loan Agreement, Second Loan Agreement, Third Loan Agreement or Fourth Loan Agreement.

The occurrence of an Event of Default under this Agreement, the First Loan Agreement, the Second Loan Agreement, the Third Loan Agreement or the Fourth Loan Agreement shall constitute an Event of Default under all of said loan agreements.

7.2                                                        Lender’s Remedies in the Default .  Upon the occurrence of any Event of Default, Lender, in addition to all remedies conferred upon Lender by Law or equity, and by the terms of the Loan Documents, may, in its sole discretion, pursue any one or more of the following remedies concurrently or successively, it being the intent hereof that none of such remedies shall be to the exclusion of any other:

(a)                                  Take possession of the Properties and operate the Properties and do anything in its sole judgment to fulfill the obligations of Borrower hereunder, any expense incurred by Lender being deemed to be part of the Obligations, including either the right to avail itself of or procure performance of existing contracts or Leases, under the assignment to Lender or otherwise, or let any contracts with the same vendors or others.  Without restricting the generality of the foregoing and for purposes aforesaid, Borrower hereby appoints and constitutes Lender its lawful attorney-in-fact with full power of substitution in the Properties to operate the Properties in the name of Borrower; to use funds remaining under this Agreement or which may be reserved, or escrowed or set aside for any purpose hereunder at any time to operate the Properties; it being understood and agreed that this power of attorney shall be a power coupled with an interest and cannot be revoked;

(b)                                  Lender may apply to any court of competent jurisdiction for, and obtain appointment of, a receiver for the Properties;

(c)                                   Lender may set off the amounts due Lender under the Loan Documents against any and all accounts, credits, money, securities or other property of Borrower now or hereafter on deposit with, held by or in the possession of Lender to the credit or for the account of Borrower, without notice to or the consent of Borrower;

(d)                                  Borrower shall not be relieved of any of the Obligations by reason of the failure of Lender to comply with any request of Borrower or of any other Person to take action to foreclose on the Properties under the Loan Documents or otherwise to enforce any provision of the Loan Documents, or by reason of the release, regardless of consideration, of all or any part of the Properties.  No delay or omission of Lender to exercise any right, power or remedy accruing upon the happening of an Event of Default shall impair any such right, power or remedy or shall be construed to be a waiver of any such Event of Default or any acquiescence therein.  No remedy available to Lender under the Loan Documents or otherwise, is intended to be exclusive of any other remedies provided for in the Loan Documents, and each and every such remedy shall be cumulative, and shall be in addition to every other remedy given hereunder, or under the Loan Documents, or now or hereafter existing at Law or in equity.  Every right, power and remedy given by the Loan Documents to Lender shall be concurrent and may be pursued separately, successively or together against Borrower, Owners or the Properties or any part

thereof, and every right, power and remedy given by the Loan Documents may be exercised from time to time as often as may be deemed expedient by Lender;

(e)                                   Withhold further disbursement of the Loan Proceeds;

(f)                                    Declare the entire balance of the Obligations, without demand or notice of any kind (which are hereby expressly waived) to be due and payable at once and, in such event, such Obligations shall become immediately due and payable;

(g)                                   Pursue such other remedies as may be available to Lender at Law or equity.

ARTICLE 8.  GENERAL COVENANTS

8.1.             No Assignments by Borrower .  This Agreement may not be assigned by Borrower or Guarantors without the prior written consent of Lender.  Borrower will remain liable for payment of all sums advanced hereunder before and after such assignment.

8.2.             Assignment by Lender .  This Agreement, the Loan Documents and any other instrument now or hereafter evidencing, securing or in any manner affecting the Loan may be endorsed, assigned and transferred in whole or in part by Lender, and any such holder and assignee of the same will succeed to and be possessed of the rights of Lender under all of the same to the extent transferred and assigned.

8.3.             Interest Not to Exceed Maximum Allowed by Law .  If from any circumstances whatsoever, by reason of acceleration or otherwise, the fulfillment of any provision of this Agreement or any other Loan Document involves transcending the limit of validity prescribed by any applicable usury statute or any other applicable Law, with regard to obligations of like character and amount, then the obligations to be fulfilled will be reduced to the limit of such validity as provided in such statute or Law, so that in no event shall any payment of interest or other like charges be possible under this Agreement or the other Loan Documents in excess of the limit of such validity.

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

8.5.             No Agency .  Lender is not the agent or representative of Borrower, and Borrower is not the agent or representative of Lender, and nothing in this Agreement will be construed to make Lender liable to anyone for goods delivered or services performed upon the Properties or for debts or claims accruing against Borrower.

8.6.             No Partnership or Joint Venture .  Neither anything contained herein nor the acts of the parties hereto will be construed to create a partnership or joint venture between Borrower and Lender.

8.7.             No Third Party Beneficiaries .  All conditions to the obligations of Lender to make advances hereunder are imposed solely and exclusively for the benefit of Lender and

its assigns and no other person will have standing to require satisfaction of such conditions or be entitled to assume that Lender will not make disbursements in the absence of strict compliance with any or all thereof and no other person, under any circumstances, will be deemed to be beneficiary of such conditions, any or all of which may be waived in whole or in part by  Lender at any time if Lender in its sole discretion deems it advisable to do so.

8.8.                             Waiver .  No delay or omission by Lender to exercise any right or power arising from any Event of Default will impair any such right or power or be considered to be a waiver of any such Event of Default or any acquiescence therein nor shall the action or nonaction of Lender in case of an Event of Default on the part of Borrower or Guarantors impair any right or power arising therefrom.  No disbursement of the Loan hereunder shall constitute a waiver of any of the conditions to Lender’s obligation to make further disbursements nor, in the event Borrower is unable to satisfy any such condition, shall any such disbursement have the effect of precluding Lender from thereafter declaring such inability to be an Event of Default as hereinabove provided.

8.9.                             Notices .  All notices, requests, demands and other communications required or permitted to be given hereunder will be sufficiently given if in writing and delivered in person or sent by United States certified mail, return receipt requested, postage prepaid, to the party being given such notice at the appropriate address set forth in the first paragraph of this Agreement, or to such other address as either party may give to the other in writing for such purpose.  All such notices, requests, demands and other communications, if so mailed, will be deemed to be given when so mailed.

8.10.                      Partial Invalidity .  In the event any one or more of the provisions contained in this Agreement shall be for any reason be held to be invalid, illegal or unenforceable in any respect, such validity, illegality or unenforceability shall not affect any other provision of this Agreement, but this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been set forth herein.

8.11.                      Entire Agreement .  This Agreement, the Loan Documents and the other contracts, agreements and instruments described herein contain all of the terms and conditions related to the disbursement of the Loan by Lender and the use of the Loan by Borrower.  This Agreement may not be modified or amended except in writing signed by Borrower and Lender.

8.12.                      Publicity .  Lender shall not release articles concerning financing of the Properties without the written consent of Borrower.

8.13.                      WAIVER OF JURY TRIAL .  BORROWER, GUARANTORS AND LENDER HEREBY JOINTLY AND SEVERALLY WAIVE ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING RELATING TO THIS INSTRUMENT AND TO ANY OF THE LOAN DOCUMENTS, THE OBLIGATIONS HEREUNDER OR THEREUNDER, ANY COLLATERAL SECURING THE OBLIGATIONS, OR ANY TRANSACTION ARISING THEREFROM OR CONNECTED THERETO. BORROWER AND LENDER EACH REPRESENT TO THE OTHER THAT THIS WAIVER IS KNOWINGLY, WILLINGLY AND VOLUNTARILY GIVEN.

8.14.                      Further Assurances .  Borrower and Guarantors agree that at any time, and from time to time, after execution and delivery of this Agreement, each shall, upon the request of Lender, execute and deliver such further documents and do such further things as Lender may reasonably request in order to more fully effectuate the purposes of this Agreement.

8.15.                      Governing Law .  This Agreement shall be governed by and construed in accordance with the Laws of the State of Tennessee.

8.16.                      Severability .  In the case one or more of the provisions of this Agreement shall be invalid, illegal or unenforceable in any respect, the validity of the remaining provisions shall be in no way affected, prejudiced or disturbed thereby.

8.17.                      Assignments and Participations .  Lender may sell or offer to sell the Loan or interests therein to one or more assignees or participants.  Borrower shall execute, acknowledge and deliver any and all instruments reasonably requested by Lender in connection therewith, and to the extent, if any, specified in any such assignment or participation, such assignee(s) or participant(s) shall have the same rights and benefits with respect to the Loan Documents as such Person(s) would have if such Person(s) were Lender hereunder.  Lender may disseminate any information it now has or hereafter obtains pertaining to the Loan, including any security for the Loan, any credit or other information on the Properties (including environmental reports and assessments), Borrower, any of Borrower’s principals, to any actual or prospective assignee or participant, to Lender’s affiliates, to any regulatory body having jurisdiction over Lender, to any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to Borrower and the Loan, or to any other party as necessary or appropriate in Lender’s reasonable judgment.  Subject to applicable law, Lender shall use reasonable efforts to protect the confidentiality of the terms of the Loan and the financial or other information about Borrower and its affiliates.

8.18.                      Electronic Transmission of Data .  Lender, Borrower and Guarantors agree that certain data related to the Loan (including confidential information, documents, applications and reports) may be transmitted electronically, including transmission over the Internet to the parties, the parties affiliates, agents and representatives, and other Persons involved with the subject matter of this Agreement.  Borrower and Guarantors acknowledge and agree that (a) there are risks associated with the use of electronic transmission and that Lender does not control the method of transmittal or service providers, (b) Lender has no obligation or responsibility whatsoever and assumes no duty or obligation for the security, receipt or third party interception of any such transmission, and (c) Borrower and Guarantors will release, hold harmless and indemnify Lender from any claim, damage or loss, including that arising in whole or part from Lender’s strict liability or sole, comparative or contributory negligence, which is related to the electronic transmission of data; provided Borrower and Guarantors shall not release or indemnify Lender from and against any claim or damage caused by Lender’s gross negligence or willful misconduct.

8.19.                      Forum .  Borrower hereby irrevocably submits generally and unconditionally for itself and in respect of its property to the jurisdiction of any state court or any United States federal court sitting in Memphis, Tennessee with respect to any matter or dispute (a

“Dispute”) arising in connection with the Loan or the Properties.  Borrower hereby irrevocably waives, to the fullest extent permitted by Law, any objection that Borrower may now or hereafter have to the laying of venue in any such court and any claim that any such court is an inconvenient forum.  Nothing herein shall affect the right of Lender to serve process in any manner permitted by Law or limit the right of Lender to bring proceedings against Borrower in any other court or jurisdiction.

8.20.                      USA Patriot Act Notice .  Lender hereby notifies Borrower that pursuant to the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Act”), Lender is required to obtain, verify and record information that identifies Borrower, which information includes the name and address of Borrower and other information that will allow Lender to identify Borrower in accordance with the Act.

(Remainder of Page Intentionally Left Blank)

EXECUTED ON THE DAY AND YEAR FIRST ABOVE WRITTEN.

Exhibit 10.12

GUARANTY AGREEMENT

THIS GUARANTY AGREEMENT (this “ Guaranty ”) is made as of February 3, 2017, by FARMLAND PARTNERS, INC. , a Maryland corporation (“ Guarantor ”) to and for the benefit of RUTLEDGE INVESTMENT COMPANY , a Tennessee corporation (“ Lender ”), and its successors and assigns.

RECITALS:

A.                                     As more fully provided in that certain Loan Agreement (as the same may be amended, restated, supplemented, renewed or replaced from time to time, the “ Loan Agreement ”) of even date herewith by and between American Farmland Company L.P., a Delaware limited partnership (the “ Borrower ”) and Lender, Lender has agreed to make a revolving credit loan to Borrower in the aggregate principal amount of up to Thirty Million and No/100 Dollars ($30,000,000.00) (the “ Loan ”).

B.                                     The Loan is evidenced by that certain Revolving Credit Promissory Note made by Borrower, as maker, payable to Lender, as payee, in the aggregate principal amount of Thirty Million and No/100 Dollars ($30,000,000.00) (as the same may be amended, restated, supplemented, renewed or replaced from time to time, the “ Note ”).

C.                                     The Loan is secured by, among other things, seven (7) deeds of trus t (as the same may be amended, restated, supplemented, renewed or replaced from time to time, collectively, the “Security Instrument ” ) encumbering certain farm properties owned by Borrower located in  Monterey, Merced, Yolo, Madera, Fresno and Tulare Counties, California.

D.                                     A condition precedent to Lender’s obligation to make the Loan to Borrower is Guarantor’s execution and delivery of this Guaranty to Lender.

E.                                      Guarantor will benefit directly or indirectly and substantially from the making of the Loan.

F.                                       Any capitalized term used and not defined in this Guaranty shall have the meaning given to such term in the Loan Agreement.  This Guaranty is one of the Loan Documents described in the Loan Agreement.

For good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, and as a material inducement to Lender to extend credit to Borrower, Guarantor hereby covenants and agrees as follows, incorporating by reference the foregoing recitals as a part of this Guaranty:

1.                                       Guaranty .

(a)                                  Guaranty of Payment .

Guarantor hereby unconditionally and irrevocably guarantees to Lender the full and punctual payment and performance when due of all of the Obligations, whether such Obligations would have arisen at maturity or earlier by reason of acceleration or otherwise and whether denominated as  damages, principal, interest, fees or otherwise, together with all pre- and post- maturity interest thereon (including,

1

without limitation, amounts that, but for the initiation of any proceeding under any insolvency or bankruptcy law, would become due).

(b)                                  Generally .

This is a guaranty of payment and performance and not of collection.  The liability of Guarantor under this Guaranty shall be direct and immediate and not conditional or contingent upon the pursuit of any remedies against Borrower or any other person (including, without limitation, other guarantors, if any), nor against the collateral for the Loan.  Guarantor waives any right to require that an action be brought against Borrower or any other person or to require that resort be had to any collateral for the Loan or to any balance of any deposit account or credit on the books of Lender in favor of Borrower or any other person.  In the event, on account of the Bankruptcy Reform Act of 1978, as amended, or any other debtor relief law (whether statutory, common law, case law or otherwise) of any jurisdiction whatsoever, now or hereafter in effect, which may be or become applicable, Borrower shall be relieved of or fail to incur any debt, obligation or liability as provided in the Loan Documents, Guarantor shall nevertheless be fully liable therefor.  In the Event of a Default under the Loan Documents which is not cured within any applicable grace or cure period, Lender shall have the right to enforce its rights, powers and remedies (including, without limitation, foreclosure of all or any portion of the collateral for the Loan) thereunder or hereunder, in any order, and all rights, powers and remedies available to Lender in such event shall be non-exclusive and cumulative of all other rights, powers and remedies provided thereunder or hereunder or by law or in equity.  If the Obligations guaranteed hereby are partially paid or discharged by reason of the exercise of any of the remedies available to Lender, this Guaranty shall nevertheless remain in full force and effect, and Guarantor shall remain liable for all remaining Obligations, even though any rights which Guarantor may have against Borrower may be destroyed or diminished by the exercise of any such remedy. Guarantor shall be liable for the payment and performance of the Obligations, as set forth in this Guaranty, as a primary obligor and for the payment of any sums expended by Lender as set forth in the preceding sentence. This Guaranty shall be effective as a waiver of, and Guarantor hereby expressly waives, any and all rights to which Guarantor may otherwise have been entitled under any suretyship laws in effect from time to time, including any right or privilege, whether existing under statute, at law or in equity, to require Lender to take prior recourse or proceedings against any collateral, security or entity whatsoever.  All payments, whether voluntary or involuntary, received by Lender with respect to the Obligations from any source other than Guarantor, including, without limitation, payments from Borrower or any other guarantor and amounts received from any Collateral may, for purposes of determining Guarantor’s obligations under this Guaranty, be applied to the Obligations in such order as Lender may from time to time determine in its sole discretion.  Without limiting the foregoing, Lender may apply such payments first to Obligations that are not guaranteed by Guarantor until such Obligations are paid in full before applying such payments to Obligations that are guaranteed by Guarantor.

2.                                       Indemnity .  Without limiting the generality of Section 1 hereof, Guarantor shall indemnify, defend (with counsel acceptable to Lender) and save harmless Lender from and against all damages, losses, liabilities, obligations, penalties, claims, demands, defenses, judgments, suits, proceedings, penalties, expenditures, costs, disbursements and expenses (including, without limitation, court costs and attorneys’ and experts’ fees and expenses) of any kind or nature whatsoever which may, at any time or from time to time, be imposed upon, incurred by or asserted or awarded against Lender by reason of, or arising from or out of, the Lender’s enforcement (or attempted enforcement) of this Guaranty or any of the other Loan Documents.

3.                                       Reinstatement of Obligations .  This Guaranty shall continue to be effective, or be reinstated automatically, as the case may be, if at any time payment, in whole or in part, of any of the obligations guaranteed hereby is rescinded or otherwise must be restored or returned by Lender (whether

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as a preference, fraudulent conveyance or otherwise) upon or in connection with the insolvency, bankruptcy, dissolution, liquidation or reorganization of Borrower, Guarantor or any other person, or upon or as a result of the appointment of a receiver, intervenor or conservator of, or trustee or similar officer for, Borrower, Guarantor or any other person or for a substantial part of Borrower’s, Guarantor’s or any of such other person’s property, as the case may be, or otherwise, all as though such payment had not been made.  Guarantor further agrees that in the event any such payment is rescinded or must be restored or returned, all costs and reasonable expenses (including, without limitation, reasonable legal fees and expenses) incurred by or on behalf of Lender in defending or enforcing such continuance or reinstatement, as the case may be, shall constitute costs of enforcement, the payment of which is covered by Guarantor’s indemnity pursuant to Section 2 above.

4.                                       Waivers by Guarantor .  To the extent permitted by law, Guarantor hereby waives and agrees not to assert or take advantage of:

(a)                                  Any right to require Lender to proceed against Borrower or any other person or to proceed against or exhaust any security held by Lender at any time or to pursue any other remedy in Lender’s power or under any other agreement before proceeding against Guarantor hereunder;

(b)                                  The defense of the statute of limitations in any action hereunder ;

(c)                                   Any defense that may arise by reason of the incapacity, lack of authority, death or disability of any other person or persons or the failure of Lender to file or enforce a claim against the estate (in administration, bankruptcy or any other proceeding) of any other person or persons;

(d)                                  Demand, presentment for payment, notice of nonpayment, intent to accelerate, acceleration, protest, notice of protest and all other notices of any kind, or the lack of any thereof, including, without limiting the generality of the foregoing, notice of the existence, creation or incurring of any new or additional indebtedness or obligation or of any action or non-action on the part of Borrower, Lender, any endorser or creditor of Borrower or of Guarantor or on the part of any other person whomsoever under this or any other instrument in connection with any obligation or evidence of indebtedness held by Lender;

(g)                                   Any principle or provision of law, statutory or otherwise, which is or might be in conflict with the terms and provisions of this Guaranty;

(h)                                  Any duty on the part of Lender to disclose to Guarantor any facts Lender may now or hereafter know about Borrower or the Property, regardless of whether Lender has reason to believe that any such facts materially increase the risk beyond that which Guarantor intends to assume or has reason to believe that such facts are unknown to Guarantor or has a reasonable opportunity to communicate such facts to Guarantor, it being understood and agreed that Guarantor is fully responsible for being and keeping informed of the financial condition of Borrower, of the condition of the Property and of any and all circumstances bearing on the risk that liability may be incurred by Guarantor hereunder;

(i)                                      Any lack of notice of disposition or of manner of disposition of any collateral for the Loan;

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(j)                                     Any invalidity, irregularity or unenforceability, in whole or in part, of any one or more of the Loan Documents;

(k)                                  To the extent permitted by law, lack of commercial reasonableness in dealing with the collateral for the Loan;

(l)                                      Any deficiencies in the collateral for the Loan or any deficiency in the ability of Lender to collect or to obtain performance from any persons or entities now or hereafter liable for the payment and performance of any obligation hereby guaranteed;

(m)                              Any assertion or claim that the automatic stay provided by 11 U.S.C. §362 (arising upon the voluntary or involuntary bankruptcy proceeding of Borrower) or any other stay provided under any other debtor relief law (whether statutory, common law, case law or otherwise) of any jurisdiction whatsoever, now or hereafter in effect, which may be or become applicable, shall operate or be interpreted to stay, interdict, condition, reduce or inhibit the ability of Lender to enforce any of its rights, whether now or hereafter required, which Lender may have against Guarantor or the collateral for the Loan;

(n)                                  Any modifications of the Loan Documents or any obligation of Borrower relating to the Loan by operation of law or by action of any court, whether pursuant to the Bankruptcy Reform Act of 1978, as amended, or any other debtor relief law (whether statutory, common law, case law or otherwise) of any jurisdiction whatsoever, now or hereafter in effect, or otherwise; and

(o)                                  Any action, occurrence, event or matter consented to by Guarantor under Section 6(i)  hereof, under any other provision hereof, or otherwise.

In addition, Guarantor expressly agrees that Guarantor shall be and remain liable, to the fullest extent permitted by applicable law, for any deficiency remaining after foreclosure of any mortgage, security deed, deed of trust or other security interest securing the Obligations, whether or not the liability of Borrower or any other obligor for such deficiency is discharged pursuant to statute or judicial decision. Guarantor hereby irrevocably waives reliance on any anti-deficiency statute, through subrogation or otherwise, and any such statute shall in no way affect or impair Guarantor’s obligations and liabilities hereunder.

5.                                       Representations, Warranties, and Covenants of Guarantor . Guarantor hereby represents, warrants, and covenants that (a) Guarantor has a direct or indirect financial interest in the Borrower and will derive a material and substantial benefit, directly or indirectly, from the making of the Loan to Borrower and from the making of this Guaranty by Guarantor; (b) this Guaranty has been duly authorized, executed and delivered, and constitutes the valid and legally binding obligation of Guarantor, enforceable in accordance with its terms; (c) Guarantor is not, and the execution, delivery and performance by Guarantor of this Guaranty will not cause Guarantor to be, in violation of or in default with respect to any law, any order of any court or governmental agency, the Guarantor’s charter documents and by-laws of Guarantor or in default (or at risk of acceleration of indebtedness) under any agreement or restriction by which Guarantor is bound or affected; (d) Guarantor is duly organized, validly existing, and in good standing under the laws of the state of its organization and has full power and authority to enter into and perform this Guaranty; (e) Guarantor will indemnify the Lender from any loss, cost or expense as a result of any representation or warranty of Guarantor being false, incorrect, incomplete or misleading in any material respect; (f) as of the date hereof, there is no litigation pending or, to the knowledge of Guarantor, threatened before or by any tribunal against or affecting Guarantor, which would have a material and adverse effect on Guarantor’s ability to perform its obligations under this Guaranty; (g) all financial statements and information heretofore furnished to Lender by Guarantor

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do, and all financial statements and information hereafter furnished to Lender by Guarantor will, fully and accurately as of their dates, present the condition (financial or otherwise) of Guarantor and the results of Guarantor’s operations for the periods therein specified, and, since the date of the most recent financial statements of Guarantor heretofore furnished to Lender, and as of the date hereof, no material adverse change has occurred in the financial condition of Guarantor, nor, except as heretofore disclosed in writing to Lender, has Guarantor incurred any material liability, direct or indirect, fixed or contingent; (h) after giving effect to this Guaranty, Guarantor is solvent, is not knowingly engaged or about to engage in business or a transaction for which the property of Guarantor is an unreasonably small capital, and does not intend to incur or believe that it will incur debts that will be beyond its ability to pay as such debts mature; (i) Lender has no duty at any time to investigate or inform Guarantor of the financial or business condition or affairs of Borrower or any change therein, and Guarantor will keep fully apprised of Borrower’s financial and business condition; (j) Guarantor acknowledges and agrees that Guarantor may be required to perform the guaranteed Obligations in full without assistance or support from Borrower or any other Person; and (k) Guarantor has read and fully understands the provisions contained in the Note, the Loan Agreement, the Security Instrument and the other Loan Documents. Guarantor’s representations, warranties and covenants are a material inducement to Lender to enter into the other Loan Documents and shall survive the execution hereof and any bankruptcy, foreclosure, transfer of security or other event affecting Borrower, Guarantor, any other party, or any security for all or any part of the Obligations.

6.                                       General Provisions .

(a)                                  Fully Recourse .  All of the terms and provisions of this Guaranty are recourse obligations of Guarantor.

(b)                                  Obligations . Guarantor hereby acknowledges that Guarantor’s guaranty is not secured by the Security Instrument or the other Loan Documents and that Lender would not make the Loan but for the personal liability undertaken by Guarantor herein.

(c)                                   Survival .  This Guaranty shall be deemed to be continuing in nature and shall remain in full force and effect and shall survive the exercise of any remedy by Lender under the Security Instrument or any of the other Loan Documents, including, without limitation, any foreclosure or deed in lieu thereof.

(d)                                  Subordination; No Recourse Against Lender .  If, for any reason whatsoever, Borrower is now or hereafter becomes indebted to Guarantor:

(i)    such indebtedness and all interest thereon and all liens, security interests and rights now or hereafter existing with respect to property of Borrower securing the same shall, at all times, be subordinate in all respects to the Obligations and to all liens, security interests and rights now or hereafter existing to secure the Obligations;

(ii)   Guarantor shall not be entitled to enforce or receive payment, directly or indirectly, of any such indebtedness of Borrower to Guarantor until the Obligations have been fully and finally performed;

(iii) Guarantor hereby assigns and grants to Lender a security interest in all such indebtedness and security therefor, if any, of Borrower to Guarantor now existing or hereafter arising, including any dividends and payments pursuant to debtor relief or insolvency proceedings referred to below. In the event of receivership, bankruptcy, reorganization, arrangement or other debtor relief or insolvency proceedings involving

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Borrower as debtor, Lender shall have the right to prove its claim in any such proceeding so as to establish its rights hereunder and shall have the right to receive directly from the receiver, trustee or other custodian (whether or not a default shall have occurred or be continuing under any of the Loan Documents), dividends and payments that are payable upon any obligation of Borrower to Guarantor now existing or hereafter arising, and to have all benefits of any security therefor, until the Obligations have been fully and finally performed. If, notwithstanding the foregoing provisions, Guarantor should receive any payment, claim or distribution that is prohibited as provided above in this Section 6(d) , Guarantor shall pay the same to Lender immediately, Guarantor hereby agreeing that it shall receive the payment, claim or distribution in trust for Lender and shall have absolutely no dominion over the same except to pay it immediately to Lender; and

(iv)   Guarantor shall promptly upon request of Lender from time to time execute such documents and perform such acts as Lender may require to evidence and perfect its interest and to permit or facilitate exercise of its rights under this Section 6(d) , including, but not limited to, execution and delivery of financing statements, proofs of claim, further assignments and security agreements, and delivery to Lender of any promissory notes or other instruments evidencing indebtedness of Borrower to Guarantor. All promissory notes, accounts receivable ledgers or other evidences, now or hereafter held by Guarantor, of obligations of Borrower to Guarantor shall contain a specific written notice thereon that the indebtedness evidenced thereby is subordinated under and is subject to the terms of this Guaranty.  Further, Guarantor shall not have any right of recourse against Lender by reason of any action Lender may take or omit to take under the provisions of this Guaranty or under the provisions of any of the Loan Documents.

(e)                                   Subrogation .  Notwithstanding the satisfaction by Guarantor of any liability hereunder, Guarantor shall not have any right of subrogation, contribution, reimbursement or indemnity whatsoever or any right of recourse to or with respect to the assets or property of Borrower or to any collateral for the Loan, or to participate in any way in the indebtedness, or in any right, title or interest in and to any security or right of recourse for the indebtedness, until the indebtedness has been fully and finally paid.  In connection with the foregoing, Guarantor expressly waives in favor of Lender any and all rights of subrogation to Lender against Borrower, and Guarantor hereby waives any rights to enforce any remedy which Lender may have against Borrower and any right to participate in any collateral for the Loan.  If Guarantor is or becomes an “insider” (as defined in Section 101 of the United States Bankruptcy Code) with respect to Borrower, then Guarantor hereby irrevocably and absolutely waives any and all rights of contribution, indemnification, reimbursement or any similar rights against Borrower with respect to this Guaranty (including any right of subrogation), whether such rights arise under an express or implied contract or by operation of law. It is the intention of the parties that Guarantor shall not be deemed to be a “creditor” (as defined in Section 101 of the United States Bankruptcy Code) of Borrower by reason of the existence of this Guaranty in the event that Borrower or Guarantor becomes a debtor in any proceeding under the United States Bankruptcy Code. This waiver is given to induce Lender to make the Loan to Borrower as evidenced by the Note.

(f)                                    Reservation of Rights .  Nothing contained in this Guaranty shall prevent or in any way diminish or interfere with any rights or remedies, including, without limitation, the right to contribution, which Lender may have against Borrower, Guarantor or any other party under the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (codified at Title 42 U.S.C. §9601 et seq.) , as it may be amended from time to time, or any other applicable federal, state or local laws, all such rights being hereby expressly reserved.

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(g)                                   Disclosure of Information . Guarantor authorizes the Lender to disclose the financial records of Guarantor to any subsidiary or affiliate of the Lender, any of their respective subsidiaries or affiliates, or to any advisory firm engaged by Lender. Lender may disclose any Guarantor financial information to any regulatory body having jurisdiction over Lender, to any agent or attorney of Lender, to any actual or prospective purchaser, transferee, assignee or participant of all or any portion of Lender’s rights with respect to the Loan, and in such other circumstances and to such other parties as necessary or appropriate in Lender’s reasonable judgment.

(h)                                  Rights Cumulative; Payments .  Lender’s rights under this Guaranty shall be in addition to all rights of Lender under the Loan Agreement, the Note, the Security Instrument and the other Loan Documents.  Further, payments made by Guarantor under this Guaranty shall not reduce in any respect Borrower’s obligations and liabilities under the Loan Agreement, the Note, the Security Instrument and the other Loan Documents.

(i)                                      No Limitation on Liability .  Guarantor hereby consents and agrees that Lender may at any time and from time to time without further consent from Guarantor do any of the following, and the liability of Guarantor under this Guaranty shall be unconditional and absolute and shall in no way be impaired or limited by any of the following, whether occurring with or without notice to Guarantor or with or without consideration:  (i) any extensions of time for performance required by any of the Loan Documents or extension or renewal of the Note; (ii) any sale, assignment or foreclosure of the Loan (or any portion thereof), the Loan Agreement, the Note, the Security Instrument or any of the other Loan Documents or any sale or transfer of the Property; (iii) any change in the composition of Borrower, including, without limitation, the withdrawal or removal of Guarantor from any current or future position of ownership, management or control of Borrower; (iv) the accuracy or inaccuracy of the representations and warranties made by Guarantor herein or by Borrower in any of the Loan Documents; (v) the release of Borrower or of any other person or entity from performance or observance of any of the agreements, covenants, terms or conditions contained in any of the Loan Documents by operation of law, Lender’s voluntary act or otherwise; (vi) the release or substitution in whole or in part of any security for the Loan; (vii) Lender’s failure to record the Security Instrument or to file any financing statement (or Lender’s improper recording or filing thereof) or to otherwise perfect, protect, secure or insure any lien or security interest given as security for the Loan; (viii) the modification of the terms of any one or more of the Loan Documents; or (ix) the taking or failure to take any action of any type whatsoever.  No such action which Lender shall take or fail to take in connection with the Loan Documents or any collateral for the Loan, nor any course of dealing with Borrower or any other person, shall limit, impair or release Guarantor’s obligations hereunder, affect this Guaranty in any way or afford Guarantor any recourse against Lender.  Nothing contained in this Section shall be construed to require Lender to take or refrain from taking any action referred to herein.

(j)                                     Entire Guaranty; Amendment; Severability .  This Guaranty contains the entire agreement between the parties respecting the matters herein set forth and supersedes all prior agreements, whether written or oral, between the parties respecting such matters.  Any amendments or modifications hereto, in order to be effective, shall be in writing and executed by the parties hereto.  A determination that any provision of this Guaranty is unenforceable or invalid shall not affect the enforceability or validity of any other provision, and any determination that the application of any provision of this Guaranty to any person or circumstance is illegal or unenforceable shall not affect the enforceability or validity of such provision as it may apply to any other persons or circumstances.

(k)                                  Governing Law; Binding Effect; Waiver of Acceptance .  The construction, validity and performance of this Guaranty and the obligations arising hereunder shall be governed by, and construed in accordance with, the laws of the State of Tennessee applicable to contracts made and performed in such state (without regard to principles of conflict of laws) and any applicable law of the

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United States of America.  To the fullest extent permitted by law, Guarantor hereby unconditionally and irrevocably waives any claim to assert that the law of any other jurisdiction governs this Guaranty.  This Guaranty shall bind Guarantor and the respective successors and assigns of Guarantor and shall inure to the benefit of Lender and the officers, directors, shareholders, agents and employees of Lender and their respective heirs, successors and assigns.  Notwithstanding the foregoing, Guarantor shall not assign any of its rights or obligations under this Guaranty without the prior written consent of Lender, which consent may be withheld by Lender in its sole discretion.  Guarantor hereby waives any acceptance of this Guaranty by Lender, and this Guaranty shall immediately be binding upon Guarantor.

(l)                                      Notices .  All notices, demands or documents which are required or permitted to be given or served hereunder shall be in writing and shall be deemed sufficiently given when delivered or mailed in the manner set forth in the Loan Agreement, addressed to Borrower and Lender as provided in the Loan Agreement, and addressed to Guarantor at the address set forth opposite Guarantor’s name below, or at any other address specified in a notice given by such party to the other parties not less than ten (10) days prior to the effective date of the address change.  This section shall not be construed in any way to affect or impair any waiver of notice or demand provided in this Guaranty or in any Loan Document or to require giving of notice or demand to or upon any Person in any situation or for any reason.

(m)                              No Waiver; Time of Essence .  The failure of any party hereto to enforce any right or remedy hereunder, or to promptly enforce any such right or remedy, shall not constitute a waiver thereof nor give rise to any estoppel against such party nor excuse any of the parties hereto from their respective obligations hereunder.  Any waiver of such right or remedy must be in writing and signed by the party to be bound.  This Guaranty is subject to enforcement at law or in equity, including actions for damages or specific performance.  Time is of the essence hereof.

(n)                                  Captions for Convenience .  The captions and headings of the sections and paragraphs of this Guaranty are for convenience of reference only and shall not be construed in interpreting the provisions hereof.

(o)                                  Attorneys’ Fees .  In the event it is necessary for Lender to retain the services of an attorney or any other consultants in order to enforce this Guaranty, or any portion thereof, Guarantor agrees to pay to Lender any and all costs and expenses, including, without limitation, reasonable attorneys’ fees, incurred by Lender as a result thereof.

(p)                                  Successive Actions .  A separate right of action hereunder shall arise each time Lender acquires knowledge of any matter indemnified or guaranteed by Guarantor under this Guaranty.  Separate and successive actions may be brought hereunder to enforce any of the provisions hereof at any time and from time to time.  No action hereunder shall preclude any subsequent action, and Guarantor hereby waives and covenants not to assert any defense in the nature of splitting of causes of action or merger of judgments.

(q)                                  Reliance .  Lender would not make the Loan to Borrower without this Guaranty.  Accordingly, Guarantor intentionally and unconditionally enters into the covenants and agreements as set forth above and understands that, in reliance upon and in consideration of such covenants and agreements, the Loan shall be made and, as part and parcel thereof, specific monetary and other obligations have been, are being and shall be entered into which would not be made or entered into but for such reliance.

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(r)                                     Submission to Jurisdiction; WAIVER OF JURY TRIAL .

(i)                                      Guarantor hereby irrevocably submits generally and unconditionally for itself and in respect of its property to the nonexclusive jurisdiction of any state or federal court in the County of Shelby in the State of Tennessee, and waives personal service of any and all process upon Guarantor and agrees that all such service of process may be made by certified or registered mail directed to Guarantor at the address set forth on the signature page hereof, but service so made shall be deemed to be completed only upon actual receipt thereof.  Guarantor waives any objection to jurisdiction and venue of any action instituted against Guarantor as provided herein and agrees not to assert any defense based on lack of jurisdiction or venue.  Guarantor acknowledges and agrees that the venues provided above are the most convenient forum for Lender, Borrower and Guarantor.  Nothing contained herein shall prevent Lender from bringing any action, enforcing any award or judgment or exercising any rights against any party individually, against any security or against any property of any party within any other county, state or other foreign or domestic jurisdiction.

(ii)                                   LENDER AND GUARANTOR, TO THE FULL EXTENT PERMITTED BY LAW, HEREBY KNOWINGLY, INTENTIONALLY AND VOLUNTARILY, WITH AND UPON THE ADVICE OF COMPETENT COUNSEL, WAIVE, RELINQUISH AND FOREVER FORGO THE RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING BASED UPON, ARISING OUT OF, OR IN ANY WAY RELATING TO THIS GUARANTY OR ANY CONDUCT, ACT OR OMISSION OF LENDER OR GUARANTOR, OR ANY OF THEIR DIRECTORS, OFFICERS, PARTNERS, MEMBERS, EMPLOYEES, AGENTS OR ATTORNEYS, OR ANY OTHER PERSONS AFFILIATED WITH LENDER OR GUARANTOR, IN EACH OF THE FOREGOING CASES, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE.

(s)                                    Waiver by Guarantor .  Guarantor covenants and agrees that, upon the commencement of a voluntary or involuntary bankruptcy proceeding by or against Borrower, Guarantor shall not seek or cause Borrower or any other person or entity to seek a supplemental stay or other relief, whether injunctive or otherwise, pursuant to 11 U.S.C. § 105 or any other provision of the Bankruptcy Reform Act of 1978, as amended, or any other debtor relief law, (whether statutory, common law, case law or otherwise) of any jurisdiction whatsoever, now or hereafter in effect, which may be or become applicable, to stay, interdict, condition, reduce or inhibit the ability of Lender to enforce any rights of Lender against Guarantor or the collateral for the Loan by virtue of this Guaranty or otherwise.

(t)                                     No Petition.   Guarantor hereby covenants and agrees that it will not at any time institute against Borrower, or join in any institution against Borrower of, any bankruptcy proceedings under any United States federal or state bankruptcy or similar law.

(u)                                  Joint and Several Liability .  Notwithstanding anything to the contrary contained herein, if there is more than one signatory to this Guaranty or a separate guaranty, the representations, warranties, covenants and agreements made by Guarantor herein, and the liability of Guarantor hereunder, are and shall be joint and several.

(v)                                  Counterparts .  This Guaranty may be executed in any number of counterparts, each of which shall be effective only upon delivery and thereafter shall be deemed an original, and all of which shall be taken to be one and the same instrument, for the same effect as if all parties hereto had signed the same signature page.  Any signature page of this Guaranty may be detached from any counterpart of this Guaranty without impairing the legal effect of any signatures thereon and may be attached to another counterpart of this Guaranty identical in form hereto but having attached to it one or

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more additional signature pages.  It shall not be necessary in making proof of this Guaranty to produce or account for more than one such counterpart for each of the parties hereto. Delivery by facsimile or electronic transmission by any of the parties hereto of an executed counterpart of this Guaranty shall be as effective as an original executed counterpart hereof and shall be deemed a representation that an original executed counterpart hereof will be delivered. Each counterpart hereof shall be deemed to be an original and shall be binding upon all parties, their successors and assigns.

(w)                                Interpretation . The term “Lender” shall be deemed to include any subsequent holder(s) of the Note or any portion thereof or interest therein. Whenever the context of any provisions hereof shall require it, words in the singular shall include the plural, words in the plural shall include the singular, and pronouns of any gender shall include the other genders. Captions and headings in this Guaranty are for convenience only and shall not affect the construction of this Guaranty. All references in this Guaranty to Schedules, Articles, Sections, Subsections, paragraphs and subparagraphs refer to the respective subdivisions of this Guaranty, unless such reference specifically identifies another document. The terms “ herein ”, “ hereof” “ hereto ”, “ hereunder ” and similar terms refer to this Guaranty and not to any particular Section or subsection of this Guaranty. The terms “ include ” and “ including ” shall be interpreted as if followed by the words “ without limitation ”. All references in this Guaranty to sums denominated in dollars or with the symbol “$” refer to the lawful currency of the United States of America, unless such reference specifically identified another currency. The Loan Documents are for the sole benefit of Lender and Borrower and are not for the benefit of any third party.

THIS GUARANTY REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES.

[Signatures Appear on Following Page]

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IN WITNESS WHEREOF, Guarantor has duly executed this Guaranty Agreement under seal as of the day and year first written above.

The foregoing instrument was acknowledged before me in the aforesaid jurisdiction this 3rd day of February, 2017, by Luca Fabbri, as Chief Financial Officer and Treasurer of Farmland Partners, Inc., a Maryland corporation, on behalf of the corporation.

[SIGNATURE PAGE TO GUARANTY AGREEMENT]

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Exhibit 10.13

GUARANTY AGREEMENT

THIS GUARANTY AGREEMENT (this “ Guaranty ”) is made as of February 3, 2017, by FARMLAND PARTNERS OPERATING PARTNERSHIP, L.P. , a Delaware limited partnership (“ Guarantor ”) to and for the benefit of RUTLEDGE INVESTMENT COMPANY , a Tennessee corporation (“ Lender ”), and its successors and assigns.

RECITALS:

A.                                     As more fully provided in that certain Loan Agreement (as the same may be amended, restated, supplemented, renewed or replaced from time to time, the “ Loan Agreement ”) of even date herewith by and between American Farmland Company L.P., a Delaware limited partnership (the “ Borrower ”) and Lender, Lender has agreed to make a revolving credit loan to Borrower in the aggregate principal amount of up to Thirty Million and No/100 Dollars ($30,000,000.00) (the “ Loan ”).

B.                                     The Loan is evidenced by that certain Revolving Credit Promissory Note made by Borrower, as maker, payable to Lender, as payee, in the aggregate principal amount of Thirty Million and No/100 Dollars ($30,000,000.00) (as the same may be amended, restated, supplemented, renewed or replaced from time to time, the “ Note ”).

C.                                     The Loan is secured by, among other things, seven (7) deeds of trus t (as the same may be amended, restated, supplemented, renewed or replaced from time to time, collectively, the “Security Instrument ” ) encumbering certain farm properties owned by Borrower located in  Monterey, Merced, Yolo, Madera, Fresno and Tulare Counties, California.

D.                                     A condition precedent to Lender’s obligation to make the Loan to Borrower is Guarantor’s execution and delivery of this Guaranty to Lender.

E.                                      Guarantor will benefit directly or indirectly and substantially from the making of the Loan.

F.                                       Any capitalized term used and not defined in this Guaranty shall have the meaning given to such term in the Loan Agreement.  This Guaranty is one of the Loan Documents described in the Loan Agreement.

For good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, and as a material inducement to Lender to extend credit to Borrower, Guarantor hereby covenants and agrees as follows, incorporating by reference the foregoing recitals as a part of this Guaranty:

1.                                       Guaranty .

(a)                                  Guaranty of Payment .

Guarantor hereby unconditionally and irrevocably guarantees to Lender the full and punctual payment and performance when due of all of the Obligations, whether such Obligations would have arisen at maturity or earlier by reason of acceleration or otherwise and whether denominated as  damages, principal, interest, fees or otherwise, together with all pre- and post- maturity interest thereon (including,

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without limitation, amounts that, but for the initiation of any proceeding under any insolvency or bankruptcy law, would become due).

(b)                                  Generally .

This is a guaranty of payment and performance and not of collection.  The liability of Guarantor under this Guaranty shall be direct and immediate and not conditional or contingent upon the pursuit of any remedies against Borrower or any other person (including, without limitation, other guarantors, if any), nor against the collateral for the Loan.  Guarantor waives any right to require that an action be brought against Borrower or any other person or to require that resort be had to any collateral for the Loan or to any balance of any deposit account or credit on the books of Lender in favor of Borrower or any other person.  In the event, on account of the Bankruptcy Reform Act of 1978, as amended, or any other debtor relief law (whether statutory, common law, case law or otherwise) of any jurisdiction whatsoever, now or hereafter in effect, which may be or become applicable, Borrower shall be relieved of or fail to incur any debt, obligation or liability as provided in the Loan Documents, Guarantor shall nevertheless be fully liable therefor.  In the Event of a Default under the Loan Documents which is not cured within any applicable grace or cure period, Lender shall have the right to enforce its rights, powers and remedies (including, without limitation, foreclosure of all or any portion of the collateral for the Loan) thereunder or hereunder, in any order, and all rights, powers and remedies available to Lender in such event shall be non-exclusive and cumulative of all other rights, powers and remedies provided thereunder or hereunder or by law or in equity.  If the Obligations guaranteed hereby are partially paid or discharged by reason of the exercise of any of the remedies available to Lender, this Guaranty shall nevertheless remain in full force and effect, and Guarantor shall remain liable for all remaining Obligations, even though any rights which Guarantor may have against Borrower may be destroyed or diminished by the exercise of any such remedy. Guarantor shall be liable for the payment and performance of the Obligations, as set forth in this Guaranty, as a primary obligor and for the payment of any sums expended by Lender as set forth in the preceding sentence. This Guaranty shall be effective as a waiver of, and Guarantor hereby expressly waives, any and all rights to which Guarantor may otherwise have been entitled under any suretyship laws in effect from time to time, including any right or privilege, whether existing under statute, at law or in equity, to require Lender to take prior recourse or proceedings against any collateral, security or entity whatsoever.  All payments, whether voluntary or involuntary, received by Lender with respect to the Obligations from any source other than Guarantor, including, without limitation, payments from Borrower or any other guarantor and amounts received from any Collateral may, for purposes of determining Guarantor’s obligations under this Guaranty, be applied to the Obligations in such order as Lender may from time to time determine in its sole discretion.  Without limiting the foregoing, Lender may apply such payments first to Obligations that are not guaranteed by Guarantor until such Obligations are paid in full before applying such payments to Obligations that are guaranteed by Guarantor.

2.                                       Indemnity .  Without limiting the generality of Section 1 hereof, Guarantor shall indemnify, defend (with counsel acceptable to Lender) and save harmless Lender from and against all damages, losses, liabilities, obligations, penalties, claims, demands, defenses, judgments, suits, proceedings, penalties, expenditures, costs, disbursements and expenses (including, without limitation, court costs and attorneys’ and experts’ fees and expenses) of any kind or nature whatsoever which may, at any time or from time to time, be imposed upon, incurred by or asserted or awarded against Lender by reason of, or arising from or out of, the Lender’s enforcement (or attempted enforcement) of this Guaranty or any of the other Loan Documents.

3.                                       Reinstatement of Obligations .  This Guaranty shall continue to be effective, or be reinstated automatically, as the case may be, if at any time payment, in whole or in part, of any of the obligations guaranteed hereby is rescinded or otherwise must be restored or returned by Lender (whether

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as a preference, fraudulent conveyance or otherwise) upon or in connection with the insolvency, bankruptcy, dissolution, liquidation or reorganization of Borrower, Guarantor or any other person, or upon or as a result of the appointment of a receiver, intervenor or conservator of, or trustee or similar officer for, Borrower, Guarantor or any other person or for a substantial part of Borrower’s, Guarantor’s or any of such other person’s property, as the case may be, or otherwise, all as though such payment had not been made.  Guarantor further agrees that in the event any such payment is rescinded or must be restored or returned, all costs and reasonable expenses (including, without limitation, reasonable legal fees and expenses) incurred by or on behalf of Lender in defending or enforcing such continuance or reinstatement, as the case may be, shall constitute costs of enforcement, the payment of which is covered by Guarantor’s indemnity pursuant to Section 2 above.

4.                                       Waivers by Guarantor .  To the extent permitted by law, Guarantor hereby waives and agrees not to assert or take advantage of:

(a)                                  Any right to require Lender to proceed against Borrower or any other person or to proceed against or exhaust any security held by Lender at any time or to pursue any other remedy in Lender’s power or under any other agreement before proceeding against Guarantor hereunder;

(b)                                  The defense of the statute of limitations in any action hereunder ;

(c)                                   Any defense that may arise by reason of the incapacity, lack of authority, death or disability of any other person or persons or the failure of Lender to file or enforce a claim against the estate (in administration, bankruptcy or any other proceeding) of any other person or persons;

(d)                                  Demand, presentment for payment, notice of nonpayment, intent to accelerate, acceleration, protest, notice of protest and all other notices of any kind, or the lack of any thereof, including, without limiting the generality of the foregoing, notice of the existence, creation or incurring of any new or additional indebtedness or obligation or of any action or non-action on the part of Borrower, Lender, any endorser or creditor of Borrower or of Guarantor or on the part of any other person whomsoever under this or any other instrument in connection with any obligation or evidence of indebtedness held by Lender;

(g)                                   Any principle or provision of law, statutory or otherwise, which is or might be in conflict with the terms and provisions of this Guaranty;

(h)                                  Any duty on the part of Lender to disclose to Guarantor any facts Lender may now or hereafter know about Borrower or the Property, regardless of whether Lender has reason to believe that any such facts materially increase the risk beyond that which Guarantor intends to assume or has reason to believe that such facts are unknown to Guarantor or has a reasonable opportunity to communicate such facts to Guarantor, it being understood and agreed that Guarantor is fully responsible for being and keeping informed of the financial condition of Borrower, of the condition of the Property and of any and all circumstances bearing on the risk that liability may be incurred by Guarantor hereunder;

(i)                                      Any lack of notice of disposition or of manner of disposition of any collateral for the Loan;

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(j)                                     Any invalidity, irregularity or unenforceability, in whole or in part, of any one or more of the Loan Documents;

(k)                                  To the extent permitted by law, lack of commercial reasonableness in dealing with the collateral for the Loan;

(l)                                      Any deficiencies in the collateral for the Loan or any deficiency in the ability of Lender to collect or to obtain performance from any persons or entities now or hereafter liable for the payment and performance of any obligation hereby guaranteed;

(m)                              Any assertion or claim that the automatic stay provided by 11 U.S.C. §362 (arising upon the voluntary or involuntary bankruptcy proceeding of Borrower) or any other stay provided under any other debtor relief law (whether statutory, common law, case law or otherwise) of any jurisdiction whatsoever, now or hereafter in effect, which may be or become applicable, shall operate or be interpreted to stay, interdict, condition, reduce or inhibit the ability of Lender to enforce any of its rights, whether now or hereafter required, which Lender may have against Guarantor or the collateral for the Loan;

(n)                                  Any modifications of the Loan Documents or any obligation of Borrower relating to the Loan by operation of law or by action of any court, whether pursuant to the Bankruptcy Reform Act of 1978, as amended, or any other debtor relief law (whether statutory, common law, case law or otherwise) of any jurisdiction whatsoever, now or hereafter in effect, or otherwise; and

(o)                                  Any action, occurrence, event or matter consented to by Guarantor under Section 6(i)  hereof, under any other provision hereof, or otherwise.

In addition, Guarantor expressly agrees that Guarantor shall be and remain liable, to the fullest extent permitted by applicable law, for any deficiency remaining after foreclosure of any mortgage, security deed, deed of trust or other security interest securing the Obligations, whether or not the liability of Borrower or any other obligor for such deficiency is discharged pursuant to statute or judicial decision. Guarantor hereby irrevocably waives reliance on any anti-deficiency statute, through subrogation or otherwise, and any such statute shall in no way affect or impair Guarantor’s obligations and liabilities hereunder.

5.                                       Representations, Warranties, and Covenants of Guarantor . Guarantor hereby represents, warrants, and covenants that (a) Guarantor has a direct or indirect financial interest in the Borrower and will derive a material and substantial benefit, directly or indirectly, from the making of the Loan to Borrower and from the making of this Guaranty by Guarantor; (b) this Guaranty has been duly authorized, executed and delivered, and constitutes the valid and legally binding obligation of Guarantor, enforceable in accordance with its terms; (c) Guarantor is not, and the execution, delivery and performance by Guarantor of this Guaranty will not cause Guarantor to be, in violation of or in default with respect to any law, any order of any court or governmental agency, the Guarantor’s charter documents and by-laws of Guarantor or in default (or at risk of acceleration of indebtedness) under any agreement or restriction by which Guarantor is bound or affected; (d) Guarantor is duly organized, validly existing, and in good standing under the laws of the state of its organization and has full power and authority to enter into and perform this Guaranty; (e) Guarantor will indemnify the Lender from any loss, cost or expense as a result of any representation or warranty of Guarantor being false, incorrect, incomplete or misleading in any material respect; (f) as of the date hereof, there is no litigation pending or, to the knowledge of Guarantor, threatened before or by any tribunal against or affecting Guarantor, which would have a material and adverse effect on Guarantor’s ability to perform its obligations under this Guaranty; (g) all financial statements and information heretofore furnished to Lender by Guarantor

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do, and all financial statements and information hereafter furnished to Lender by Guarantor will, fully and accurately as of their dates, present the condition (financial or otherwise) of Guarantor and the results of Guarantor’s operations for the periods therein specified, and, since the date of the most recent financial statements of Guarantor heretofore furnished to Lender, and as of the date hereof, no material adverse change has occurred in the financial condition of Guarantor, nor, except as heretofore disclosed in writing to Lender, has Guarantor incurred any material liability, direct or indirect, fixed or contingent; (h) after giving effect to this Guaranty, Guarantor is solvent, is not knowingly engaged or about to engage in business or a transaction for which the property of Guarantor is an unreasonably small capital, and does not intend to incur or believe that it will incur debts that will be beyond its ability to pay as such debts mature; (i) Lender has no duty at any time to investigate or inform Guarantor of the financial or business condition or affairs of Borrower or any change therein, and Guarantor will keep fully apprised of Borrower’s financial and business condition; (j) Guarantor acknowledges and agrees that Guarantor may be required to perform the guaranteed Obligations in full without assistance or support from Borrower or any other Person; and (k) Guarantor has read and fully understands the provisions contained in the Note, the Loan Agreement, the Security Instrument and the other Loan Documents. Guarantor’s representations, warranties and covenants are a material inducement to Lender to enter into the other Loan Documents and shall survive the execution hereof and any bankruptcy, foreclosure, transfer of security or other event affecting Borrower, Guarantor, any other party, or any security for all or any part of the Obligations.

6.                                       General Provisions .

(a)                                  Fully Recourse .  All of the terms and provisions of this Guaranty are recourse obligations of Guarantor.

(b)                                  Obligations . Guarantor hereby acknowledges that Guarantor’s guaranty is not secured by the Security Instrument or the other Loan Documents and that Lender would not make the Loan but for the personal liability undertaken by Guarantor herein.

(c)                                   Survival .  This Guaranty shall be deemed to be continuing in nature and shall remain in full force and effect and shall survive the exercise of any remedy by Lender under the Security Instrument or any of the other Loan Documents, including, without limitation, any foreclosure or deed in lieu thereof.

(d)                                  Subordination; No Recourse Against Lender .  If, for any reason whatsoever, Borrower is now or hereafter becomes indebted to Guarantor:

(i)   such indebtedness and all interest thereon and all liens, security interests and rights now or hereafter existing with respect to property of Borrower securing the same shall, at all times, be subordinate in all respects to the Obligations and to all liens, security interests and rights now or hereafter existing to secure the Obligations;

(ii)  Guarantor shall not be entitled to enforce or receive payment, directly or indirectly, of any such indebtedness of Borrower to Guarantor until the Obligations have been fully and finally performed;

(iii)  Guarantor hereby assigns and grants to Lender a security interest in all such indebtedness and security therefor, if any, of Borrower to Guarantor now existing or hereafter arising, including any dividends and payments pursuant to debtor relief or insolvency proceedings referred to below. In the event of receivership, bankruptcy, reorganization, arrangement or other debtor relief or insolvency proceedings involving

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Borrower as debtor, Lender shall have the right to prove its claim in any such proceeding so as to establish its rights hereunder and shall have the right to receive directly from the receiver, trustee or other custodian (whether or not a default shall have occurred or be continuing under any of the Loan Documents), dividends and payments that are payable upon any obligation of Borrower to Guarantor now existing or hereafter arising, and to have all benefits of any security therefor, until the Obligations have been fully and finally performed. If, notwithstanding the foregoing provisions, Guarantor should receive any payment, claim or distribution that is prohibited as provided above in this Section 6(d) , Guarantor shall pay the same to Lender immediately, Guarantor hereby agreeing that it shall receive the payment, claim or distribution in trust for Lender and shall have absolutely no dominion over the same except to pay it immediately to Lender; and

(iv)   Guarantor shall promptly upon request of Lender from time to time execute such documents and perform such acts as Lender may require to evidence and perfect its interest and to permit or facilitate exercise of its rights under this Section 6(d) , including, but not limited to, execution and delivery of financing statements, proofs of claim, further assignments and security agreements, and delivery to Lender of any promissory notes or other instruments evidencing indebtedness of Borrower to Guarantor. All promissory notes, accounts receivable ledgers or other evidences, now or hereafter held by Guarantor, of obligations of Borrower to Guarantor shall contain a specific written notice thereon that the indebtedness evidenced thereby is subordinated under and is subject to the terms of this Guaranty.  Further, Guarantor shall not have any right of recourse against Lender by reason of any action Lender may take or omit to take under the provisions of this Guaranty or under the provisions of any of the Loan Documents.

(e)                                   Subrogation .  Notwithstanding the satisfaction by Guarantor of any liability hereunder, Guarantor shall not have any right of subrogation, contribution, reimbursement or indemnity whatsoever or any right of recourse to or with respect to the assets or property of Borrower or to any collateral for the Loan, or to participate in any way in the indebtedness, or in any right, title or interest in and to any security or right of recourse for the indebtedness, until the indebtedness has been fully and finally paid.  In connection with the foregoing, Guarantor expressly waives in favor of Lender any and all rights of subrogation to Lender against Borrower, and Guarantor hereby waives any rights to enforce any remedy which Lender may have against Borrower and any right to participate in any collateral for the Loan.  If Guarantor is or becomes an “insider” (as defined in Section 101 of the United States Bankruptcy Code) with respect to Borrower, then Guarantor hereby irrevocably and absolutely waives any and all rights of contribution, indemnification, reimbursement or any similar rights against Borrower with respect to this Guaranty (including any right of subrogation), whether such rights arise under an express or implied contract or by operation of law. It is the intention of the parties that Guarantor shall not be deemed to be a “creditor” (as defined in Section 101 of the United States Bankruptcy Code) of Borrower by reason of the existence of this Guaranty in the event that Borrower or Guarantor becomes a debtor in any proceeding under the United States Bankruptcy Code. This waiver is given to induce Lender to make the Loan to Borrower as evidenced by the Note.

(f)                                    Reservation of Rights .  Nothing contained in this Guaranty shall prevent or in any way diminish or interfere with any rights or remedies, including, without limitation, the right to contribution, which Lender may have against Borrower, Guarantor or any other party under the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (codified at Title 42 U.S.C. §9601 et seq.) , as it may be amended from time to time, or any other applicable federal, state or local laws, all such rights being hereby expressly reserved.

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(g)                                   Disclosure of Information . Guarantor authorizes the Lender to disclose the financial records of Guarantor to any subsidiary or affiliate of the Lender, any of their respective subsidiaries or affiliates, or to any advisory firm engaged by Lender. Lender may disclose any Guarantor financial information to any regulatory body having jurisdiction over Lender, to any agent or attorney of Lender, to any actual or prospective purchaser, transferee, assignee or participant of all or any portion of Lender’s rights with respect to the Loan, and in such other circumstances and to such other parties as necessary or appropriate in Lender’s reasonable judgment.

(h)                                  Rights Cumulative; Payments .  Lender’s rights under this Guaranty shall be in addition to all rights of Lender under the Loan Agreement, the Note, the Security Instrument and the other Loan Documents.  Further, payments made by Guarantor under this Guaranty shall not reduce in any respect Borrower’s obligations and liabilities under the Loan Agreement, the Note, the Security Instrument and the other Loan Documents.

(i)                                      No Limitation on Liability .  Guarantor hereby consents and agrees that Lender may at any time and from time to time without further consent from Guarantor do any of the following, and the liability of Guarantor under this Guaranty shall be unconditional and absolute and shall in no way be impaired or limited by any of the following, whether occurring with or without notice to Guarantor or with or without consideration:  (i) any extensions of time for performance required by any of the Loan Documents or extension or renewal of the Note; (ii) any sale, assignment or foreclosure of the Loan (or any portion thereof), the Loan Agreement, the Note, the Security Instrument or any of the other Loan Documents or any sale or transfer of the Property; (iii) any change in the composition of Borrower, including, without limitation, the withdrawal or removal of Guarantor from any current or future position of ownership, management or control of Borrower; (iv) the accuracy or inaccuracy of the representations and warranties made by Guarantor herein or by Borrower in any of the Loan Documents; (v) the release of Borrower or of any other person or entity from performance or observance of any of the agreements, covenants, terms or conditions contained in any of the Loan Documents by operation of law, Lender’s voluntary act or otherwise; (vi) the release or substitution in whole or in part of any security for the Loan; (vii) Lender’s failure to record the Security Instrument or to file any financing statement (or Lender’s improper recording or filing thereof) or to otherwise perfect, protect, secure or insure any lien or security interest given as security for the Loan; (viii) the modification of the terms of any one or more of the Loan Documents; or (ix) the taking or failure to take any action of any type whatsoever.  No such action which Lender shall take or fail to take in connection with the Loan Documents or any collateral for the Loan, nor any course of dealing with Borrower or any other person, shall limit, impair or release Guarantor’s obligations hereunder, affect this Guaranty in any way or afford Guarantor any recourse against Lender.  Nothing contained in this Section shall be construed to require Lender to take or refrain from taking any action referred to herein.

(j)                                     Entire Guaranty; Amendment; Severability .  This Guaranty contains the entire agreement between the parties respecting the matters herein set forth and supersedes all prior agreements, whether written or oral, between the parties respecting such matters.  Any amendments or modifications hereto, in order to be effective, shall be in writing and executed by the parties hereto.  A determination that any provision of this Guaranty is unenforceable or invalid shall not affect the enforceability or validity of any other provision, and any determination that the application of any provision of this Guaranty to any person or circumstance is illegal or unenforceable shall not affect the enforceability or validity of such provision as it may apply to any other persons or circumstances.

(k)                                  Governing Law; Binding Effect; Waiver of Acceptance .  The construction, validity and performance of this Guaranty and the obligations arising hereunder shall be governed by, and construed in accordance with, the laws of the State of Tennessee applicable to contracts made and performed in such state (without regard to principles of conflict of laws) and any applicable law of the

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United States of America.  To the fullest extent permitted by law, Guarantor hereby unconditionally and irrevocably waives any claim to assert that the law of any other jurisdiction governs this Guaranty.  This Guaranty shall bind Guarantor and the respective successors and assigns of Guarantor and shall inure to the benefit of Lender and the officers, directors, shareholders, agents and employees of Lender and their respective heirs, successors and assigns.  Notwithstanding the foregoing, Guarantor shall not assign any of its rights or obligations under this Guaranty without the prior written consent of Lender, which consent may be withheld by Lender in its sole discretion.  Guarantor hereby waives any acceptance of this Guaranty by Lender, and this Guaranty shall immediately be binding upon Guarantor.

(l)             Notices .  All notices, demands or documents which are required or permitted to be given or served hereunder shall be in writing and shall be deemed sufficiently given when delivered or mailed in the manner set forth in the Loan Agreement, addressed to Borrower and Lender as provided in the Loan Agreement, and addressed to Guarantor at the address set forth opposite Guarantor’s name below, or at any other address specified in a notice given by such party to the other parties not less than ten (10) days prior to the effective date of the address change.  This section shall not be construed in any way to affect or impair any waiver of notice or demand provided in this Guaranty or in any Loan Document or to require giving of notice or demand to or upon any Person in any situation or for any reason.

(m)           No Waiver; Time of Essence .  The failure of any party hereto to enforce any right or remedy hereunder, or to promptly enforce any such right or remedy, shall not constitute a waiver thereof nor give rise to any estoppel against such party nor excuse any of the parties hereto from their respective obligations hereunder.  Any waiver of such right or remedy must be in writing and signed by the party to be bound.  This Guaranty is subject to enforcement at law or in equity, including actions for damages or specific performance.  Time is of the essence hereof.

(n)            Captions for Convenience .  The captions and headings of the sections and paragraphs of this Guaranty are for convenience of reference only and shall not be construed in interpreting the provisions hereof.

(o)            Attorneys’ Fees .  In the event it is necessary for Lender to retain the services of an attorney or any other consultants in order to enforce this Guaranty, or any portion thereof, Guarantor agrees to pay to Lender any and all costs and expenses, including, without limitation, reasonable attorneys’ fees, incurred by Lender as a result thereof.

(p)            Successive Actions .  A separate right of action hereunder shall arise each time Lender acquires knowledge of any matter indemnified or guaranteed by Guarantor under this Guaranty.  Separate and successive actions may be brought hereunder to enforce any of the provisions hereof at any time and from time to time.  No action hereunder shall preclude any subsequent action, and Guarantor hereby waives and covenants not to assert any defense in the nature of splitting of causes of action or merger of judgments.

(q)            Reliance .  Lender would not make the Loan to Borrower without this Guaranty.  Accordingly, Guarantor intentionally and unconditionally enters into the covenants and agreements as set forth above and understands that, in reliance upon and in consideration of such covenants and agreements, the Loan shall be made and, as part and parcel thereof, specific monetary and other obligations have been, are being and shall be entered into which would not be made or entered into but for such reliance.

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(r)             Submission to Jurisdiction; WAIVER OF JURY TRIAL .

(i)             Guarantor hereby irrevocably submits generally and unconditionally for itself and in respect of its property to the nonexclusive jurisdiction of any state or federal court in the County of Shelby in the State of Tennessee, and waives personal service of any and all process upon Guarantor and agrees that all such service of process may be made by certified or registered mail directed to Guarantor at the address set forth on the signature page hereof, but service so made shall be deemed to be completed only upon actual receipt thereof.  Guarantor waives any objection to jurisdiction and venue of any action instituted against Guarantor as provided herein and agrees not to assert any defense based on lack of jurisdiction or venue.  Guarantor acknowledges and agrees that the venues provided above are the most convenient forum for Lender, Borrower and Guarantor.  Nothing contained herein shall prevent Lender from bringing any action, enforcing any award or judgment or exercising any rights against any party individually, against any security or against any property of any party within any other county, state or other foreign or domestic jurisdiction.

(ii)            LENDER AND GUARANTOR, TO THE FULL EXTENT PERMITTED BY LAW, HEREBY KNOWINGLY, INTENTIONALLY AND VOLUNTARILY, WITH AND UPON THE ADVICE OF COMPETENT COUNSEL, WAIVE, RELINQUISH AND FOREVER FORGO THE RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING BASED UPON, ARISING OUT OF, OR IN ANY WAY RELATING TO THIS GUARANTY OR ANY CONDUCT, ACT OR OMISSION OF LENDER OR GUARANTOR, OR ANY OF THEIR DIRECTORS, OFFICERS, PARTNERS, MEMBERS, EMPLOYEES, AGENTS OR ATTORNEYS, OR ANY OTHER PERSONS AFFILIATED WITH LENDER OR GUARANTOR, IN EACH OF THE FOREGOING CASES, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE.

(s)             Waiver by Guarantor .  Guarantor covenants and agrees that, upon the commencement of a voluntary or involuntary bankruptcy proceeding by or against Borrower, Guarantor shall not seek or cause Borrower or any other person or entity to seek a supplemental stay or other relief, whether injunctive or otherwise, pursuant to 11 U.S.C. § 105 or any other provision of the Bankruptcy Reform Act of 1978, as amended, or any other debtor relief law, (whether statutory, common law, case law or otherwise) of any jurisdiction whatsoever, now or hereafter in effect, which may be or become applicable, to stay, interdict, condition, reduce or inhibit the ability of Lender to enforce any rights of Lender against Guarantor or the collateral for the Loan by virtue of this Guaranty or otherwise.

(t)             No Petition.   Guarantor hereby covenants and agrees that it will not at any time institute against Borrower, or join in any institution against Borrower of, any bankruptcy proceedings under any United States federal or state bankruptcy or similar law.

(u)            Joint and Several Liability .  Notwithstanding anything to the contrary contained herein, if there is more than one signatory to this Guaranty or a separate guaranty, the representations, warranties, covenants and agreements made by Guarantor herein, and the liability of Guarantor hereunder, are and shall be joint and several.

(v)            Counterparts .  This Guaranty may be executed in any number of counterparts, each of which shall be effective only upon delivery and thereafter shall be deemed an original, and all of which shall be taken to be one and the same instrument, for the same effect as if all parties hereto had signed the same signature page.  Any signature page of this Guaranty may be detached from any counterpart of this Guaranty without impairing the legal effect of any signatures thereon and may be attached to another counterpart of this Guaranty identical in form hereto but having attached to it one or

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more additional signature pages.  It shall not be necessary in making proof of this Guaranty to produce or account for more than one such counterpart for each of the parties hereto. Delivery by facsimile or electronic transmission by any of the parties hereto of an executed counterpart of this Guaranty shall be as effective as an original executed counterpart hereof and shall be deemed a representation that an original executed counterpart hereof will be delivered. Each counterpart hereof shall be deemed to be an original and shall be binding upon all parties, their successors and assigns.

(w)           Interpretation . The term “Lender” shall be deemed to include any subsequent holder(s) of the Note or any portion thereof or interest therein. Whenever the context of any provisions hereof shall require it, words in the singular shall include the plural, words in the plural shall include the singular, and pronouns of any gender shall include the other genders. Captions and headings in this Guaranty are for convenience only and shall not affect the construction of this Guaranty. All references in this Guaranty to Schedules, Articles, Sections, Subsections, paragraphs and subparagraphs refer to the respective subdivisions of this Guaranty, unless such reference specifically identifies another document. The terms “ herein ”, “ hereof” “ hereto ”, “ hereunder ” and similar terms refer to this Guaranty and not to any particular Section or subsection of this Guaranty. The terms “ include ” and “ including ” shall be interpreted as if followed by the words “ without limitation ”. All references in this Guaranty to sums denominated in dollars or with the symbol “$” refer to the lawful currency of the United States of America, unless such reference specifically identified another currency. The Loan Documents are for the sole benefit of Lender and Borrower and are not for the benefit of any third party.

THIS GUARANTY REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES.

[Signatures Appear on Following Page]

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IN WITNESS WHEREOF, Guarantor has duly executed this Guaranty Agreement under seal as of the day and year first written above.

STATE OF COLORADO

COUNTY OF DENVER

The foregoing instrument was acknowledged before me this 3rd day of February, 2017 by Luca Fabbri, who personally appeared before me and with whom I am acquainted (or proved to me on the basis of satisfactory evidence) and who upon oath acknowledged himself to be the  Chief Financial Officer and Treasurer of Farmland Partners, Inc, the Sole Member of Farmland Partners OP GP, LLC, the Sole General Partner of FARMLAND PARTNERS OPERATING PARTNERSHIP, LP, a Delaware limited partnership, and that he as such Chief  Financial Officer and Treasurer of the Sole Member of the Sole General Partner of the Limited Partnership, being authorized so to do, executed the foregoing instrument for the purposes therein contained, by signing the name of the Limited Partnership by himself as Chief Financial Officer and Treasurer  of the Sole Member of the Sole General Partner of the Limited Partnership.

[SIGNATURE PAGE TO GUARANTY AGREEMENT]

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Address for notices:

Farmland Partners Operating Partnership, L.P.

4600 S. Syracuse Street, Suite 1450

Denver, Colorado  80237

Attention: Luca Fabbri

With a copy to:

Monica Guzikowski

Morrison & Foerster LLP

250 West 55 th  Street

New York, New York 10019-9601

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