GLADSTONE LAND CORPORATION CONTROLLED EQUITY OFFERINGSM AMENDMENT NO. 1 TO SALES AGREEMENT
Exhibit 1.1
GLADSTONE LAND CORPORATION
CONTROLLED EQUITY OFFERINGSM
AMENDMENT NO. 1 TO
SALES AGREEMENT
April 13, 2017
CANTOR FITZGERALD & CO.
499 Park Avenue
New York, NY 10022
Ladies and Gentlemen:
Reference is made to the Sales Agreement, dated August 7, 2015, including the Schedules thereto (the Sales Agreement), between Cantor Fitzgerald & Co. (CF&Co), Gladstone Land Corporation, a Maryland corporation (the Company) and Gladstone Land Limited Partnership, a Delaware limited partnership (the Operating Partnership), pursuant to which the Company agreed to sell through or to CF&Co, as sales agent, shares of common stock, par value $0.001 per share, of the Company. All capitalized terms used in this Amendment No. 1 to Sales Agreement between CF&Co and the Company (this Amendment) and not otherwise defined herein shall have the respective meanings assigned to such terms in the Sales Agreement. CF&Co, the Company and the Operating Partnership agree as follows:
A. Amendments to Sales Agreement. The Sales Agreement is amended as follows:
1. The first sentence of the second paragraph of Section 1 of the Sales Agreement is amended and restated as follows:
The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the Securities Act), with the Commission registration statements on Form S-3 (File No. 333- 194539 and File No. 333- 217042), which were declared effective by the Commission on April 2, 2014 and April 12, 2017, respectively, each including a base prospectus, relating to certain securities, including the shares of Common Stock to be issued from time to time by the Company, and each of which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the Exchange Act).
2. On and after the date hereof (the Effective Date), references to Registration Statement shall refer to the registration statement on Form S-3 (File No. 333-217042), which was declared effective by the Commission on April 12, 2017, including the exhibits and any schedules thereto, and the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act.
3. On and after the Effective Date the references to: (i) base prospectus shall refer to the base prospectus dated April 12, 2017 filed as part of the Registration Statement, as amended, in the form first furnished by the Company to CF&Co for use in connection with the offering of the Shares, including the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act at the Applicable Time; (ii) Prospectus Supplement shall refer to the most recent prospectus supplement relating to the Shares, filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act, in the form first furnished by the Company to CF&Co for use in connection with the offering of the Shares, including the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act at the Applicable Time; and (iii) Prospectus in the Agreement shall refer to the base prospectus and the Prospectus Supplement.
4. Notwithstanding anything to the contrary contained herein, this Amendment shall not have any effect on offerings or sales of Shares prior to the Effective Date or on the terms of the Sales Agreement, and the rights and obligations of the parties thereunder, insofar as they relate to such offerings or sales, including, without limitation, the representations, warranties and agreements (including the indemnification and contribution provisions), as well as the definitions of Registration Statement, base prospectus, Prospectus Supplement and Prospectus, contained in the Sales Agreement.
5. Schedule 1 is amended by adding , as amended on April 13, 2017 immediately after August 7, 2015.
6. Schedule 5 is deleted in its entirety and replaced with Schedule 5 as attached hereto.
7. The first sentence of the form of Officer Certificate attached as Exhibit 7(n) is amended to add the words , as amended on April 13, 2017 immediately after August 7, 2015.
B. Prospectus Supplement. The Company shall file a 424(b) Prospectus Supplement reflecting this Amendment within two Business Days of the date hereof.
C. Representation and Warranty. Each of the Company and the Operating Partnership jointly and severally represent and warrant to CF&Co that this Amendment has been duly authorized, executed and delivered by, and is a valid and binding agreement of, the Company and the Operating Partnership.
D. No Other Amendments. Except as set forth in Part A above, all the terms and provisions of the Sales Agreement shall continue in full force and effect.
E. Counterparts. This Amendment may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery of an executed Amendment by one party to the other may be made by facsimile or email transmission.
F. Governing Law. This Amendment shall be governed by, and construed in accordance with, the internal laws of the State of New York without regard to the principles of conflicts of laws.
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If the foregoing correctly sets forth the understanding among the Company, the Operating Partnership and CF&Co, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement among the Company, the Operating Partnership and CF&Co.
Very truly yours, | ||
GLADSTONE LAND CORPORATION | ||
By: | /s/ David Gladstone | |
Name: David Gladstone | ||
Title: Chairman & Chief Executive Officer | ||
GLADSTONE LAND LIMITED PARTNERSHIP | ||
By: GLADSTONE LAND PARTNERS LLC, its General Partner | ||
By: GLADSTONE LAND CORPORATION, its Sole Member-Manager | ||
By: | /s/ David Gladstone | |
Name: David Gladstone | ||
Title: Chairman & Chief Executive Officer | ||
ACCEPTED as of the date first-above written: | ||
CANTOR FITZGERALD & CO. | ||
By: | /s/ Jeffrey Lumby | |
Name: Jeffrey Lumby | ||
Title: Senior Managing Director |
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GLADSTONE LAND CORPORATION AMENDMENT NO. 1 TO SALES AGREEMENT
SCHEDULE 5
SCHEDULE OF SUBSIDIARIES
Arizona
East Shelton Road, LLC
Reagan Road Willcox, LLC
California
Bear Mountain Arvin, LP
Broadway Road Moorpark, LLC
Calaveras Avenue Coalinga, LP
Central Avenue Kerman, LP
Dalton Lane Watsonville, LLC
Diego Ranch Stanislaus, LP
Dufau Road Oxnard, LP
Espinosa Road Salinas, LP
Natividad Road Salinas, LLC
Naumann Road Oxnard, LP
Nevada Ranch Merced, LP
San Andreas Road Watsonville, LLC
Santa Clara Avenue Oxnard, LP
Spring Valley Road Watsonville, LP
Sycamore Road Arvin, LP
West Beach Street Watsonville, LLC
West Gonzales Road Oxnard, LLC
Colorado
Baca County Edler, LLC
Gunbarrel Road Alamosa. LLC
Horse Creek Baca, LLC
Delaware
Gladstone California Farmland GP, LLC
Gladstone Land Advisers, Inc.
Gladstone Land Limited Partnership
Gladstone Land Partners, LLC
Gladstone Lending Company, LLC
Citrus Boulevard Stuart, LLC
Florida
Colding Loop Road Wimauma, LLC
Corbitt Road Immokalee, LLC
Immokalee Exchange, LLC
Keysville Road Plant City, LLC
Lithia Road Plant City, LLC
McIntosh Road Dover, LLC
Orange Avenue Fort Pierce, LLC
Parrish Road Duette, LLC
Trapnell Road Plant City, LLC
Wauchula Road Duette, LLC
Michigan
20th Avenue South Haven, LLC
38th Avenue Covert, LLC
Nebraska
Holt County Stuart, LLC
Rock County Bassett, LLC
Oregon
Collins Road Clatskanie, LLC
Oregon Trail Highway, LLC
Sequoia Street Brooks, LLC