Pledge and Security Agreement among GLADSTONE LENDING COMPANY, LLC as Grantor FARMER MAC MORTGAGE SECURITIES CORPORATION, as Purchaser, and FEDERAL AGRICULTURAL MORTGAGE CORPORATION, as Collateral Agent and Bond Guarantor, Dated as of December 5, 2014 Table of Contents

Exhibit 10.2

Pledge and Security Agreement
among
GLADSTONE LENDING COMPANY, LLC
as Grantor

FARMER MAC MORTGAGE SECURITIES CORPORATION,
as Purchaser,
and
FEDERAL AGRICULTURAL MORTGAGE CORPORATION,
as Collateral Agent and Bond Guarantor,
Dated as of December 5, 2014

Table of Contents

Page

THIS PLEDGE AND SECURITY AGREEMENT effective as of December 5, 2014 (this “Agreement”), between Gladstone Lending Company, LLC, a Delaware limited liability company (including its successors and permitted assigns, the “Grantor”), Farmer Mac Mortgage Securities Corporation (including its successors and permitted assigns, the “Purchaser”), which is a wholly-owned subsidiary of the Federal Agricultural Mortgage Corporation, a federally chartered instrumentality of the United States (“Farmer Mac”), and Farmer Mac, as Collateral Agent and Bond Guarantor, for the benefit of the AgVantage Bond Holders.

W i t n e s s e t h

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

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

WHEREAS, the transactions contemplated herein and in the Bond Purchase Agreement are in the interest of the Grantor.

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

ARTICLE 1

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

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

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

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

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

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

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

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

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

“Bond Guarantor” means Farmer Mac.

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

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

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

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

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

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

“Commission” means the Securities and Exchange Commission.

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

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

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

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

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

“Fitch” means Fitch, Inc.

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

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

“Market Value” means with respect to any item of Qualified Collateral, the market value of such item of Qualified Collateral, determined by the Grantor in accordance with (i) in respect of any Qualified Loan, the Grantor’s customary procedures for determining the market value of agricultural loans included in the Grantor’s portfolio from time to time; (ii) in respect of any cash, the amount of such cash; (iii) in respect of any security included in the Qualified Substitute Collateral, the market value of such security as determined by the Grantor’s customary procedures for determining the market value of that type of security included in its portfolio from time to time; and (iv) in respect of any other property included in the Qualified Substitute Collateral, the Grantor’s customary procedures for determining the market value of any like property. Notwithstanding anything herein to the contrary, the parties agree that Grantor’s “customary procedures” for the purposes of this definition shall be the customary internal practices of the REIT (defined below) for valuing assets owned by the REIT or its partially or wholly owned subsidiaries or affiliates, which internal practices are consistent with industry standards for comparable real estate investment trusts and their property portfolios; provided, that for purposes of determining the Market Value of agricultural real estate securing the Qualified Collateral, the Market Value shall be the most recent Appraised Value.

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

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

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

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

“Operating Partnership” means Gladstone Land Limited Partnership.

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

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

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

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

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

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

“Qualified Loan File” has the meaning ascribed thereto in Exhibit A attached hereto and incorporated herein by reference.

“Qualified Substitute Collateral” means, at any time, (i) cash, (ii) U.S. Treasury securities, or (iii) securities issued or fully guaranteed by an agency or instrumentality of the United States, in each case deposited or held in or transferred or credited to or carried in the Securities Account and listed as of such time on the Qualified Collateral Schedule.

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

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

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

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

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

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

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

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

“Tenant Improvements” has the meaning set forth in Schedule I attached hereto and incorporated herein.

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

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

ARTICLE 2

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

SECTION 2.2 Maintenance of Qualified Collateral Schedule.

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

SECTION 2.3 Qualified Collateral.

SECTION 2.4 Undertakings Regarding Qualified Collateral.

With respect to the Qualified Collateral, the Grantor undertakes and agrees as follows:

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

SECTION 2.5 Risk of Loss of Qualified Collateral.

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

ARTICLE 3

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

SECTION 3.2 Resignation of the Collateral Agent.

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

SECTION 3.3 Eligibility of Successor Collateral Agent.

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

SECTION 3.4 Merger or Consolidation.

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

SECTION 3.5 Duties and Responsibilities of the Collateral Agent.

SECTION 3.6 Limitation on Liability of the Collateral Agent.

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

SECTION 3.7 [Fees of the Collateral Agent].

[RESERVED]

ARTICLE 4

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

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

SECTION 4.2 Remedies Upon an Event of Default.

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

ARTICLE 5

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

ARTICLE 6

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

SECTION 6.2 Covenants.

The Grantor covenants that:

SECTION 6.3 Negative Covenants.

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

ARTICLE 7

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

ARTICLE 8

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

SECTION 8.2 Amendments; Assignments.

SECTION 8.3 No Liability for the Collateral Agent.

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

SECTION 8.4 Governing Law.

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

SECTION 8.5 Consent to Jurisdiction.

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

SECTION 8.6 Waiver of Jury Trial.

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

SECTION 8.7 Entire Agreement.

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

SECTION 8.8 Limitation on Rights of Others.

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

SECTION 8.9 Severability.

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

SECTION 8.10 Counterparts.

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

SECTION 8.11 No Waiver.

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

SECTION 8.12 Remedies Cumulative.

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

SECTION 8.13 Notices.

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

If to the Grantor, to:

Gladstone Lending Company, LLC
c/o Gladstone Land Corporation
1521 Westbranch Drive, Suite 200
McLean, Virginia 22102
Fax: 703 ###-###-####
Attn: Michael Licalsi

with a copy to:

Bass Berry & Sims PLC
100 Peabody Place, Suite 900
Memphis, TN 38103
Fax: 901 ###-###-####
Attention: Richard R. Spore and Robert P. McDaniel, Jr.

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

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

with a copy to:

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

ARTICLE 9

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

SECTION 9.2 Evidence of Termination.

Upon the termination of this Agreement, the Collateral Agent will execute and deliver to the Grantor such documents as the parties shall prepare at their own expense and reasonably request to evidence the termination of this Agreement. Without limiting the foregoing, upon the occurrence of a withdrawal, replacement, substitution, sale, disposition, pledge, assignment or other transfer under Section 9.1(ii) or Section 2.3(c) above, Collateral Agent will cooperate with Grantor in the release or termination (or partial release or termination) of all filings or instruments evidencing any applicable lien or liens in favor of Collateral Agent with respect to such collateral. Without limiting the foregoing, upon the request of Grantor in such event, Collateral Agent shall promptly terminate (or authorize Grantor to terminate) any UCC financing statement(s) necessary to evidence the release of such lien(s).

1

In Witness Whereof, the parties have caused this Agreement to be duly executed and delivered as of the day first above written.

GLADSTONE LENDING COMPANY, LLC, a Delaware limited liability company

By: Gladstone Land Limited Partnership, a Delaware limited partnership, its sole member and manager

By: Gladstone Land Partners, LLC, a Delaware

limited liability company, its General Partner

By: Gladstone Land Corporation, a Maryland corporation, its Manager

By:
Name:
Title:

FARMER MAC MORTGAGE SECURITIES CORPORATION,

as Purchaser

Name: R. Dale Lynch
Title: Vice President and Treasurer

FEDERAL AGRICULTURAL MORTGAGE CORPORATION,
as Collateral Agent and Bond Guarantor

Name: R. Dale Lynch
Title: Senior Vice President – Chief Financial Officer and Treasurer

Schedule I

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

• if secured by:

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

• have all taxes and assessments paid prior to delinquency;

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

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

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

Schedule II

PLEDGE AND SECURITY AGREEMENT DATED AS OF DECEMBER 5, 2014
CERTIFICATE OF PLEDGED COLLATERAL FILED WITH
FEDERAL AGRICULTURAL MORTGAGE CORPORATION, Collateral Agent

      , Chief Executive Officer (or Chief Financial Officer or Controller) and      , Vice-President [Chief Financial Officer] [Treasurer], of Gladstone Land Corporation, the Manager of Gladstone Land Partners, LLC, the General Partner of Gladstone Land Limited Partnership, the sole member and manager of Grantor, hereby certify to the Control Party and the Collateral Agent under the above-mentioned Pledge and Security Agreement as amended to the date hereof (herein called the “Pledge Agreement”) as follows:

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

Dated:       

Exhibit A
QUALIFIED LOAN FILE CUSTODY PROCEDURES

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

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

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

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

3. Release for Servicing. From time to time and as appropriate for the foreclosure or servicing of any of the Qualified Loans or in connection with a Qualified Loan which has been paid in full, the Collateral Agent is hereby authorized, upon delivery by the Grantor to the Collateral Agent, with a copy to the parties hereto and the Bond Guarantor of a written request in a form agreed upon by the parties hereto and the Bond Guarantor (a “Request for Release of Qualified Loan File”), to release to the Grantor the related Qualified Loan Files. The Collateral Agent shall have no duties or obligations and no liability with respect to any Qualified Loan File so released to the Grantor for any period of time so released to the Grantor. In the event that the Grantor returns a Qualified Loan File or other documents previously released by the Collateral Agent to the Grantor the Qualified Loan File or other documents so returned shall once again be subject to the provisions of the Pledge and Security Agreement.

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

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

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

Exhibit B
Securities Account Control Agreement
among

Dated as of

Table of Contents

This Securities Account Control Agreement (the “Agreement”) is dated as of [ ], 20[ ], between Gladstone Lending Company, LLC, a Delaware limited liability company (the “Grantor”), [      ], as collateral agent (in such capacity, the “Collateral Agent”) , and [      ], as securities intermediary (in such capacity, the “Securities Intermediary”).

W i t n e s s e t h

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

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

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

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

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

ARTICLE 1
Definitions; Interpretations

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

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

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

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

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

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

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

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

“Collateral Agent” shall mean [      ].

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

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

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

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

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

“Security Agreement” has the meaning in the third (3^rd) recital of this Agreement.

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

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

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

ARTICLE 2
The Account

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

SECTION 2.2 Indorsements. The Grantor agrees that all securities or other property underlying any financial assets credited to the Account shall be registered in the name of the Securities Intermediary, indorsed to the Securities Intermediary or in blank or credited to another securities account maintained in the name of the Securities Intermediary and that in no case will any financial asset credited to the Account be registered in the name of the Grantor, payable to the order of the Grantor or specially indorsed to the Grantor. The Securities Intermediary agrees that it shall promptly (and in any event within five (5) Business Days) notify the Collateral Agent and the Grantor in writing after becoming aware (using reasonable care in the Securities Intermediary’s normal business practices) that any financial asset credited to the Account is registered or indorsed in contravention of this Section 2.2; provided, however, that the Securities Intermediary shall have no liability hereunder for the failure to deliver such notice except to the extent such failure results from its gross negligence or willful misconduct.

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

ARTICLE 3
Control

SECTION 3.1 Grant of Control. Subject to Section 3.2 below, the Securities Intermediary will comply with all notifications it receives directing it to transfer or redeem any property in the Account (each an “Entitlement Order”) or other directions concerning the Account (including, without limitation, directions to distribute to the Collateral Agent proceeds of any such transfer or redemption or interest or dividends on property in the Account) to the extent directed by the Collateral Agent without further consent from the Grantor or any other person. The Securities Intermediary will not agree with any third party that the Securities Intermediary will comply with Entitlement Orders concerning the Collateral originated by such third party without the prior written consent of the Collateral Agent and, unless an Event of Default has occurred and is continuing, the Grantor.

SECTION 3.2 Grantor’s Rights in Account. Until the Securities Intermediary receives a notice from the Collateral Agent in the form of Exhibit A attached hereto (a “Notice of Exclusive Control”) that the Collateral Agent will exercise exclusive control over the Account, the Securities Intermediary shall: (i) distribute to the Grantor all interest and regular cash dividends on property in the Account, if any, (ii) allow the Grantor to exercise all voting rights, if any, relating to the security entitlements and financial assets credited to the Account and (iii) settle purchases, sales, free receipts, free deliveries, exchanges, substitutions and other transactions initiated by Grantor or Grantor’s authorized representatives (collectively, “Trades”, and each individually, a “Trade”). The Grantor shall be solely responsible to comply with the valuation requirements on the Collateral described in the Security Agreement. If the Securities Intermediary receives from the Collateral Agent a Notice of Exclusive Control, the Securities Intermediary will cease (a) distributing to the Grantor any interest and dividends on property in the Account, (b) allowing the Grantor to exercise any voting rights and (c) settling Trades initiated by Grantor or Grantor’s authorized representatives. The Collateral Agent may deliver to the Securities Intermediary a Notice of Exclusive Control only if an Event of Default has occurred and is continuing.

ARTICLE 4
Representations and Warranties; Undertakings

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

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

ARTICLE 5
Limitation of Responsibility; Indemnification

SECTION 5.1 Limitation of Responsibility of Securities Intermediary.

The Securities Intermediary shall have no responsibility or liability to the Collateral Agent for complying with Trade directions from the Grantor, or the Grantor’s authorized representatives, which are received by the Securities Intermediary before the Securities Intermediary receives a Notice of Exclusive Control. The Securities Intermediary shall have no responsibility or liability to the Grantor for (i) complying with any Notice of Exclusive Control or (ii) for complying with Entitlement Orders concerning the Collateral originated by the Collateral Agent. The Securities Intermediary shall have no responsibility or liability to the Collateral Agent with respect to the value of the Collateral. The Securities Intermediary shall have no duty to investigate or make any determination as to whether an Event of Default exists under any agreement between the Grantor and the Collateral Agent and shall comply with all notices whether or not it believes that any such Event of Default exists. This Agreement does not create any obligation or duty of the Securities Intermediary other than those expressly set forth herein.

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

ARTICLE 6
Miscellaneous

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

SECTION 6.2 Amendments; Assignments.

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

SECTION 6.4 Customer Agreement. In the event of a conflict between this Agreement and any other agreement between the Securities Intermediary and the Grantor, the terms of this Agreement will prevail. Regardless of any provision in any such agreement relating to the law governing the Account, the parties hereto agree that the establishment and maintenance of the Account, and all interests, duties and obligations with respect thereto, shall be governed by the laws of the State of New York.

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

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

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

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

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

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

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

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

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

ARTICLE 7
Termination of Agreement

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

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

In Witness Whereof, the undersigned have duly caused this Agreement to be executed and delivered as a deed as of the date first above written.

as Grantor

Gladstone Lending Company, LLC, a Delaware limited liability company

By: Gladstone Land Limited Partnership, a Delaware limited partnership, its sole member and manager

By: Gladstone Land Partners, LLC, a Delaware limited

liability company, its General Partner

By: Gladstone Land Corporation, a Maryland corporation, its Manager

By:
Name:
Title:

as Securities Intermediary

By:
Name:
Title:

as Collateral Agent

By:
Name:
Title:

Exhibit A
Notice of Exclusive Control

?, 20?

[Name and address of

Securities Intermediary]

Ladies and Gentlemen:

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

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

as Collateral Agent

By:
Name:
Title:
•

13650880.8

2