EXHIBIT 10.23 GLADSTONE COMMERCIAL LIMITED PARTNERSHIP PURCHASE AGREEMENT 2101, 2109, 2201, 2215 AND 2301 FOX DRIVE, CHAMPAIGN, ILLINOIS DATED: NOVEMBER 23, 2005 TABLE OF CONTENTSPurchase Agreement • February 24th, 2006 • Gladstone Commercial Corp • Lessors of real property, nec
Exhibit 1.1 GLADSTONE COMMERCIAL CORPORATION 5,500,000 SHARES OF COMMON STOCK ($0.001 PAR VALUE PER SHARE) UNDERWRITING AGREEMENT August ___, 2003 Ferris, Baker Watts, Incorporated Jefferies & Company, Inc. J.J.B Hillard, W.L. Lyons, Inc. Stifel,...Underwriting Agreement • July 22nd, 2003 • Gladstone Commercial Corp • Lessors of real property, nec • Maryland
Exhibit 10.1 AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT THIS AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT (this "AGREEMENT") is entered into and made effective as of the 7th day of August 2003 by and between GLADSTONE COMMERCIAL...Investment Advisory Agreement • August 8th, 2003 • Gladstone Commercial Corp • Lessors of real property, nec • Virginia
ContractUnderwriting Agreement • June 24th, 2021 • Gladstone Commercial Corp • Lessors of real property, nec • New York
Introductory. Gladstone Commercial Corporation, a Maryland corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule A hereto (the “Underwriters”) an aggregate of 4,000,000 shares (the “Shares”) of its 6.00% Series G Cumulative Redeemable Preferred Stock, par value $0.001 per share (the “Preferred Stock”). The Company is the indirect general partner of Gladstone Commercial Limited Partnership (the “Operating Partnership”), a Delaware limited partnership that serves as the Company’s primary operating partnership subsidiary. Stifel, Nicolaus & Company, Incorporated (“Stifel”), Goldman Sachs & Co. LLC and B. Riley Securities, Inc. have agreed to act as representatives of the several Underwriters (in such capacity, the “Representatives”) in connection with the offering and sale of the Shares. To the extent there are no additional underwriters listed on Schedule A hereto, the term “Representatives” as used herein shall mean you, as Underwriters, a
EXHIBIT 10.27 GLADSTONE COMMERCIAL LIMITED PARTNERSHIP PURCHASE AGREEMENT 2470 HIGHCREST ROAD, ROSEVILLE, MINNESOTA DATED: NOVEMBER 23, 2005 TABLE OF CONTENTSPurchase Agreement • February 24th, 2006 • Gladstone Commercial Corp • Lessors of real property, nec
RECITALSAssumption Agreement • February 24th, 2006 • Gladstone Commercial Corp • Lessors of real property, nec
OPEN MARKET SALE AGREEMENTSMGladstone Commercial Corp • November 4th, 2009 • Lessors of real property, nec • New York
Gladstone Commercial Corporation, a Maryland corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell from time to time through Jefferies & Company, Inc., as sales agent and/or principal (the “Agent”), shares of the Company’s common stock, par value $0.001 per share (the “Common Shares”), having an aggregate offering price of up to $25,000,000 on the terms set forth in this agreement (this “Agreement”). The Company is the indirect general partner of Gladstone Commercial Limited Partnership (the “Operating Partnership”), a Delaware limited partnership that serves as the Company’s primary operating partnership subsidiary.
CREDIT AGREEMENT Dated as of December 28, 2010 by and among GLADSTONE COMMERCIAL LIMITED PARTNERSHIP,Credit Agreement • December 30th, 2010 • Gladstone Commercial Corp • Lessors of real property, nec • Maryland
THIS CREDIT AGREEMENT (this “Agreement”) dated as of December 28, 2010 by and among GLADSTONE COMMERCIAL LIMITED PARTNERSHIP, a limited partnership formed under the laws of the State of Delaware (the “Borrower”), GLADSTONE COMMERCIAL CORPORATION, a Maryland corporation (“Parent Guarantor”), each of the financial institutions initially a signatory hereto together with their successors and assignees under Section 12.6 (the “Lenders”), and CAPITAL ONE, N.A., as Administrative Agent (the “Administrative Agent”).
US_Active\116390121\V-6 THIRD AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF FEBRUARY 11, 2021 by and among GLADSTONE COMMERCIAL LIMITED PARTNERSHIP, AS BORROWER, GLADSTONE COMMERCIAL CORPORATION, AS A GUARANTOR, KEYBANK NATIONAL ASSOCIATION, THE...Credit Agreement • February 16th, 2021 • Gladstone Commercial Corp • Lessors of real property, nec • New York
GLADSTONE COMMERCIAL CORPORATION UP TO $50,000,000 OF SHARES SERIES D PREFERRED STOCK CONTROLLED EQUITY OFFERINGSM SALES AGREEMENTSales Agreement • June 23rd, 2016 • Gladstone Commercial Corp • Lessors of real property, nec • New York
GLADSTONE COMMERCIAL CORPORATION, a Maryland corporation (the “Company”), and GLADSTONE COMMERCIAL LIMITED PARTNERSHIP, a Delaware limited partnership (the “Operating Partnership”), confirm their agreement (this “Agreement”) with Cantor Fitzgerald & Co. (“CF&Co”), as follows:
ADOPTION AGREEMENTAdoption Agreement • July 12th, 2006 • Gladstone Commercial Corp • Lessors of real property, nec
THIS AGREEMENT is the joint adoption by Gladstone Commercial Corporation, Gladstone Capital Corporation, and Gladstone Investment Corporations (the “Employers”) of the Executive Nonqualified Excess Plan (“Plan”).
GLADSTONE COMMERCIAL CORPORATION Common Stock ($0.001 par value per share) AT- THE-MARKET EQUITY OFFERING SALES AGREEMENTTerms Agreement • March 3rd, 2023 • Gladstone Commercial Corp • Lessors of real property, nec • New York
ADMINISTRATION AGREEMENT BETWEEN GLADSTONE COMMERCIAL CORPORATION AND GLADSTONE ADMINISTRATION, LLCAdministration Agreement • January 3rd, 2007 • Gladstone Commercial Corp • Lessors of real property, nec • Delaware
This Administration Agreement (this “Agreement”) is made as of January 1, 2007 by and between Gladstone Commercial Corporation, a Delaware corporation (hereinafter referred to as the “Company”), and Gladstone Administration, LLC, a Delaware limited liability company (hereinafter referred to as the “Administrator”) a wholly owned subsidiary of Gladstone Management Corporation.
FOURTH AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT BETWEEN GLADSTONE COMMERCIAL CORPORATION AND GLADSTONE MANAGEMENT CORPORATIONInvestment Advisory Agreement • January 12th, 2017 • Gladstone Commercial Corp • Lessors of real property, nec • Delaware
This Fourth Amended and Restated Investment Advisory Agreement Between Gladstone Commercial Corporation and Gladstone Management Corporation (this “Agreement”) is made this 10th day of January 2017, by and between Gladstone Commercial Corporation, a Maryland corporation (the “Company”), and Gladstone Management Corporation, a Delaware corporation (the “Adviser”).
EXHIBIT 10.25 THIS IS A MORTGAGE AMENDMENT AS DEFINED IN MINNESOTA STATUTES, SECTION 287.01, SUBD. 2, AND AS SUCH, DOES NOT SECURE A NEW OR INCREASED AMOUNT OF DEBT. LOAN ASSUMPTION AGREEMENT This instrument amends: (a) that certain Mortgage,...Loan Assumption Agreement • February 24th, 2006 • Gladstone Commercial Corp • Lessors of real property, nec
OPEN–END MORTGAGE, ASSIGNMENT OF LEASES AND RENTS AND SECURITY AGREEMENT Maximum Principal Amount Secured Hereby Not to Exceed $21,846,000 SVMMC05 TOLEDO OH LLC, a Delaware limited liability company, BORROWER IN FAVOR OF CIBC INC., LENDER DATED: AS OF...And Security Agreement • December 28th, 2006 • Gladstone Commercial Corp • Lessors of real property, nec • New York
THIS OPEN-END MORTGAGE, ASSIGNMENT OF LEASES AND RENTS AND SECURITY AGREEMENT (this “Mortgage”) is made as of the 22nd day of December, 2006, by SVMMC05 TOLEDO OH LLC, a Delaware limited liability company, with an address c/o Gladstone Commercial Corporation, 1521 Westbranch Drive, McLean, Virginia 22102, as mortgagor (“Borrower”), in favor of CIBC INC., a Delaware corporation, as mortgagee (“Lender”), whose address is Attn: Real Estate Finance Group, 300 Madison Avenue, 8th Floor, New York, New York 10017.
DEALER MANAGER AGREEMENTDealer Manager • February 20th, 2020 • Gladstone Commercial Corp • Lessors of real property, nec • Virginia
Gladstone Commercial Corporation, a Maryland corporation (the “Company”), is offering an aggregate of 26,000,000 shares of its 6.00% Series F Cumulative Redeemable Preferred Stock, par value $0.001 per share (the “Shares”), for sale to the public (the “Offering”), of which 20,000,000 Shares are intended to be offered pursuant to the primary offering and 6,000,000 Shares are intended to be offered pursuant to the Company’s dividend reinvestment plan (the “DRIP”) to those holders of Shares who elect to participate in such DRIP. The Company reserves the right to reallocate the Shares being offered between the primary offering and the DRIP. Except as described in the Prospectus (as defined below) or in Section 5 hereof, the Shares are to be sold pursuant to the primary offering at a price of $25.00 per Share, and pursuant to the DRIP for a cash price of $22.75 per Share.
Gladstone Commercial Corporation 1,200,000 Shares Common Stock Underwriting AgreementGladstone Commercial Corp • June 10th, 2011 • Lessors of real property, nec • New York
Janney Montgomery Scott LLC As Representative of the Several Underwriters, named on Schedule I hereto c/o Janney Montgomery Scott LLC 1801 Market Street Philadelphia, PA 19103
SUBSCRIPTION ESCROW AGREEMENTSubscription Escrow Agreement • February 20th, 2020 • Gladstone Commercial Corp • Lessors of real property, nec • Delaware
THIS SUBSCRIPTION ESCROW AGREEMENT, dated as of February 20, 2020 (this “Agreement”), is entered into between Gladstone Commercial Corporation (the “Company”) and UMB Bank, National Association, a national banking association, as escrow agent (the “Escrow Agent”).
AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT BETWEEN GLADSTONE COMMERCIAL CORPORATION AND GLADSTONE MANAGEMENT CORPORATIONInvestment Advisory Agreement • January 3rd, 2007 • Gladstone Commercial Corp • Lessors of real property, nec • Delaware
Agreement made this 1st day of January, 2007, by and between Gladstone Commercial Corporation, a Maryland corporation (the “Company”), and Gladstone Management Corporation, a Delaware corporation (the “Adviser”).
FIRST AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF OCTOBER 5, 2015 by and among GLADSTONE COMMERCIAL LIMITED PARTNERSHIP, as Borrower, GLADSTONE COMMERCIAL CORPORATION, as a Guarantor, KEYBANK NATIONAL ASSOCIATION, THE OTHER LENDERS WHICH ARE...Credit Agreement • October 6th, 2015 • Gladstone Commercial Corp • Lessors of real property, nec
THIS FIRST AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”) is made as of the 5th day of October, 2015, by and among GLADSTONE COMMERCIAL LIMITED PARTNERSHIP, a Delaware limited partnership (“Borrower”), GLADSTONE COMMERCIAL CORPORATION, a Maryland corporation (“Parent”), KEYBANK NATIONAL ASSOCIATION (“KeyBank”), the other lending institutions which are parties to this Agreement as “Lenders”, and the other lending institutions that may become parties hereto pursuant to §18 (together with KeyBank, the “Lenders”), KEYBANK NATIONAL ASSOCIATION, as Agent for the Lenders (the ”Agent”), and KEYBANC CAPITAL MARKETS, as Sole Lead Arranger and Sole Book Manager.
CSCA Capital Advisors, LLC New York, New York 10022Gladstone Commercial Corp • December 1st, 2016 • Lessors of real property, nec
This letter (the “Agreement”) confirms our agreement to retain CSCA Capital Advisors, LLC (the “Placement Agent”) as our exclusive agent for a period commencing on the date of this letter and terminating on December 5, 2016, unless extended by the parties, to introduce Gladstone Commercial Corporation, a Maryland corporation (the “Company”), a one or more prospective purchasers (the “Offer”) of 774,400 shares (the “Shares”) (such number of shares actually sold, the “Securities”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”). The engagement described herein (i) may be terminated by the Company at any time prior to the Closing (as defined below) and (ii) shall be in accordance with applicable laws and pursuant to the following procedures and terms and conditions:
SECOND AMENDMENT TO SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF GLADSTONE COMMERCIAL LIMITED PARTNERSHIPPartnership Agreement • February 20th, 2020 • Gladstone Commercial Corp • Lessors of real property, nec
This SECOND AMENDMENT TO SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP (this “Amendment”) is entered into and effective as of this 20th day of February, 2020. Capitalized terms used herein and not defined herein shall have the meanings ascribed thereto in the Second Amended and Restated Agreement of Limited Partnership of the Partnership, dated as of July 11, 2018, as amended by the First Amendment to the Second Amended and Restated Agreement of Limited Partnership, dated as of December 2, 2019 (collectively, the “Partnership Agreement”).
TRADEMARK LICENSE AGREEMENTTrademark License Agreement • March 8th, 2005 • Gladstone Commercial Corp • Lessors of real property, nec • Virginia
THIS TRADEMARK LICENSE AGREEMENT (“Agreement”) made this December 20, 2004 (the “Effective Date”) between GLADSTONE MANAGEMENT CORPORATION, a corporation organized and existing under the laws of the state of Delaware, with its principal place of business at 1616 Anderson Road, McLean, Virginia 22102 (“Licensor”), and GLADSTONE COMMERCIAL CORPORATION, a corporation organized and existing under the laws of the state of Delaware, with its principal place of business at 1616 Anderson Road, McLean, Virginia 22102 (“Licensee”) (together, the “Parties”).
EXHIBIT 10.3 AGREEMENT OF LIMITED PARTNERSHIP OF GLADSTONE COMMERCIAL LIMITED PARTNERSHIP JULY 17, 2003 TABLE OF CONTENTSAgreement • July 22nd, 2003 • Gladstone Commercial Corp • Lessors of real property, nec • Delaware
LOAN AGREEMENT Dated as of August 25, 2005 Between AFL05 DUNCAN SC LLC, as a Borrower and LITTLE ARCH CHARLOTTE NC LLC, as a Borrower and BANK OF AMERICA, N.A., as LenderLoan Agreement • August 29th, 2005 • Gladstone Commercial Corp • Lessors of real property, nec
THIS LOAN AGREEMENT, dated as of August 25, 2005 (as amended, restated, replaced, supplemented or otherwise modified from time to time, this “Agreement”), between BANK OF AMERICA, N.A., a national banking association, having an address at c/o LJ Melody and Company, GEMSA Loan Services, LP, 1500 City West Blvd., Suite 200, Houston, Texas 77042 (together with its successors and/or assigns, “Lender”), and AFL05 DUNCAN SC LLC, a Delaware limited liability company, having an address at 1521 Westbranch Drive, Suite 200, McLean, VA 22102 (together with its successors and/or assigns, “AFL”) and LITTLE ARCH CHARLOTTE NC LLC, a Delaware limited liability company, having an address at 1521 Westbranch Drive, Suite 200, McLean, VA 22102 (together with its successors and assigns, “Little Arch”, and, together with AFL, individually and collectively, as the context may require, “Borrower”).
GLADSTONE COMMERCIAL CORPORATION AMENDED AND RESTATED DEALER MANAGER AGREEMENT Senior Common StockDealer Manager Agreement • February 24th, 2010 • Gladstone Commercial Corp • Lessors of real property, nec • Virginia
Gladstone Commercial Corporation, a Maryland corporation (the “Company”), and Halcyon Capital Markets, LLC (the “Dealer Manager”), entered into that certain Dealer Manager Agreement dated November 19, 2009 (the “Original Agreement”), in connection with a private placement offering (the “Offering”) by the Company. After the execution of the Original Agreement and prior to the commencement of the Offering, for various reasons certain terms and conditions of the Offering were required to be updated or otherwise modified. Therefore, the parties have agreed to execute this Amended and Restated Dealer Manager Agreement (the “Dealer Manager Agreement”) to clarify and affirm their respective rights and obligations hereunder and thereunder.
AMENDED AND RESTATED DEALER MANAGER OPERATING AGREEMENTDealer Manager Operating Agreement • February 24th, 2010 • Gladstone Commercial Corp • Lessors of real property, nec • Virginia
THIS AMENDED AND RESTATED DEALER MANAGER OPERATING AGREEMENT (the “Agreement”) is entered into and effective as of December 22, 2009 (the “Effective Date”), by and between Gladstone Commercial Corporation, a Maryland corporation (the “Company”), and Halcyon Capital Markets, LLC, a Massachusetts limited liability company (the “Dealer Manager”).
GLADSTONE COMMERCIAL LIMITED PARTNERSHIP SCHEDULE 4.2(a)(2) TO FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP DESIGNATION OF 7.50% SERIES B CUMULATIVE REDEEMABLE PREFERRED UNITSGladstone Commercial Corp • October 25th, 2006 • Lessors of real property, nec
DEED OF TRUST, ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT and FIXTURE FILING OB MIDWAY NC GLADSTONE COMMERCIAL LLC, a Delaware limited liability company, BORROWER TO PETER S. GRAF, ESQ., AS TRUSTEE FOR THE BENEFIT OF CIBC INC., LENDER DATED:...Gladstone Commercial Corp • November 28th, 2006 • Lessors of real property, nec • New York
THIS DEED OF TRUST, ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT AND FIXTURE FILING (this “Deed of Trust”) is made as of the ___ day of November, 2006, by OB MIDWAY NC GLADSTONE COMMERCIAL LLC, a Delaware limited liability company, with an address c/o Gladstone Commercial Corporation, 1521 Westbranch Drive, McLean, Virginia 22102, as grantor (“Borrower”) to PETER S. GRAF, ESQ., as trustee (“Trustee”), whose address is 2626 Howell Street, 10th Floor, Dallas, Texas 75204, in favor of CIBC INC., a Delaware corporation, as beneficiary (“Lender”), whose address is Attn: Real Estate Finance Group, 300 Madison Avenue, 8th Floor, New York, New York 10017.
SECOND AMENDMENT TO CREDIT AGREEMENT AND OMNIBUS AMENDMENT OF LOAN DOCUMENTSCredit Agreement • January 31st, 2012 • Gladstone Commercial Corp • Lessors of real property, nec • Maryland
This SECOND AMENDMENT TO CREDIT AGREEMENT AND OMNIBUS AMENDMENT OF LOAN DOCUMENTS (this “Second Amendment”) dated as of January , 2012, is by and between Gladstone Commercial Limited Partnership, a Delaware limited partnership (the “Borrower”), Gladstone Commercial Corporation, a Maryland corporation (the “Parent Guarantor”) and Capital One, N.A., as administrative agent (in such capacity, the “Administrative Agent”).
CUSTODIAL SERVICE AGREEMENT AND FEE SCHEDULECustodial Service Agreement and Fee • August 8th, 2006 • Gladstone Commercial Corp • Lessors of real property, nec • Virginia
This agreement, dated as of May 1, 2006, is made by and between Branch Banking and Trust Company of Virginia, as Custodian (“Custodian”). and Gladstone Commercial Corporation (“Company”). This agreement is made for the purpose of setting forth the respective responsibilities of each party and specifying the fees to be paid.
FOURTH AMENDMENT TO SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF GLADSTONE COMMERCIAL LIMITED PARTNERSHIPGladstone Commercial Corp • August 9th, 2021 • Lessors of real property, nec
This FOURTH AMENDMENT TO SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP (this “Amendment”) is entered into and effective as of this 5th day of August, 2021. Capitalized terms used herein and not defined herein shall have the meanings ascribed thereto in the Second Amended and Restated Agreement of Limited Partnership of the Partnership, dated as of July 11, 2018, as amended by Exhibit SEP designating the Series 6.625% Series E Cumulative Redeemable Preferred Stock, as further amended by the First Amendment to the Second Amended and Restated Agreement of Limited Partnership, dated as of December 2, 2019, as further amended by the Second Amendment to the Second Amended and Restated Agreement of Limited Partnership, dated as of February 20, 2020, and as further amended by the Third Amendment to the Second Amended and Restated Agreement of Limited Partnership, dated as of June 23, 2021 (collectively, the “Partnership Agreement”).
LEASE AGREEMENT BY AND BETWEEN GEI CANTON OH LLC (as Landlord) AND GRAPHIC ENTERPRISES OF OHIO, INC. (as Tenant)Lease Agreement • February 10th, 2004 • Gladstone Commercial Corp • Lessors of real property, nec • Ohio
THIS LEASE AGREEMENT (this “Lease”) is dated as of the 30th day of January, 2004 (“Effective Date”), by and between GEI CANTON OH LLC, a Delaware limited liability company (“Landlord”), and Graphic Enterprises of Ohio, Inc., an Ohio corporation (“Tenant”).
FIRST AMENDMENT TO CREDIT AGREEMENT AND WAIVERCredit Agreement and Waiver • May 4th, 2005 • Gladstone Commercial Corp • Lessors of real property, nec • North Carolina
THIS FIRST AMENDMENT TO CREDIT AGREEMENT AND WAIVER (this “Amendment”) is made as of the 21st day of April, 2005, by and among GLADSTONE COMMERCIAL CORPORATION and GLADSTONE COMMERCIAL LIMITED PARTNERSHIP, as Borrowers (together, the “Borrowers”), the GUARANTORS signatory hereto, as guarantors (collectively, the “Guarantors”), and BRANCH BANKING AND TRUST COMPANY, as Administrative Agent (the “Administrative Agent”) and a Bank, FIRST HORIZON BANK, as a Bank, and COMPASS BANK, as a Bank (collectively, the “Banks”).
