EFTA01384992.pdf

MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS The following is a summary of material US. federal income tax considerations relating to our qualification as a REIT and relating to the purchase, ownership and disposition of shares of our common stock. Because this is a summary that is intended to address only certain material U.S. federal income tax consequences relating to the ownership and disposition of our common stock generally applicable to holders, it may not contain all the information that may be important to you. As you review this discussion, you should keep in mind that: • the tax consequences to you may vary depending on your particular tax situation; • special rules that are not discussed below may apply to you if, for example, you are a broker- dealer, a trust, an estate, a regulated investment company, a REIT, a financial institution, an insurance company, a person who holds 10% or more (by vote or value) of our stock, a person holding their interest through a partnership or similar pass-through entity, a person subject to the alternative minimum tax provisions of the Code, a person holding our common stock as part of a "straddle," "hedge," "short sale," "conversion transaction," "synthetic security" or other integrated investment, a person who marks-to-market our common stock, a U.S. expatriate, a U.S. stockholder (as defined below) whose functional currency is not the US. dollar or are otherwise subject to special tax treatment under the Code; • this summary dots not address state, local or non-U.S. tax considerations; • this summary assumes that stockholders hold our common stock as a "capital asset" within the meaning of Section 1221 of the Code; • this summary does not address U.S. federal income tax considerations applicable to tax-exempt organizations and non-US. persons, except to the limited extent described below; and • this discussion is not intended to be, and should not be construed as, tax advice. You are urged both to review the following discussion and to consult with your own tax advisor to determine the effect of ownership and disposition of our common stock on your particular tax situation, including any state, local or non-U.S. tax consequences. For purposes of this discussion, references to "we," "us" or "our," and any similar terms, refer solely to American Farmland Company and not our operating partnership. The information in this section is based on the current Code, current, temporary and proposed lleasury Regulations, the legislative history of the Code, current administrative interpretations and practices of the IRS, including its practices and policies as endorsed in private letter rulings, which arc not binding on the IRS except in the case of the taxpayer to whom a private letter ruling is addressed, and existing court decisions. Future legislation, regulations, administrative interpretations and court decisions could change current law or adversely affect existing interpretations of current law, possibly with retroactive effect. Any change could apply retroactively. We have not obtained any rulings from the IRS concerning the tax treatment of the matters discussed below. Thus, it is possible that the IRS could challenge the statements in this discussion that do not hind the IRS or the courts and that a court could agree with the IRS. Classification and Taxation of American Farmland Company as a REIT We have elected to be taxed as a REIT under Sections 856 through 860 of the Code beginning with the taxable year ended December 31, 2012. A REIT generally is not subject to US. federal income tax on the income that it distributes to stockholders if it meets the applicable REIT distribution requirements and other requirements for qualification. We believe that we have been organized and operated in conformity with the requirements for qualification and taxation as a REIT under the Code 210 CONFIDENTIAL - PURSUANT TO FED. R. CRIM. R 6(e) DB-SDNY-0085773 CONFIDENTIAL SDNY_GM_00231957 EFTA01384992