Gladstone Commercial Corp Sample Contracts

Gladstone Commercial Corp – [LETTERHEAD OF VENABLE LLP] September 27, 2019 (September 27th, 2019)

We have served as Maryland counsel to Gladstone Commercial Corporation, a Maryland corporation (the “Company”), in connection with certain matters of Maryland law arising out of a public offering (the “Offering”) of up to 2,760,000 shares (the “Shares”) of 6.625% Series E Cumulative Redeemable Preferred Stock, par value $0.001 per share, of the Company (including up to 360,000 Shares which the underwriters in the Offering have the option to purchase), covered by the above-referenced Registration Statement, and all amendments thereto (the “Registration Statement”), filed by the Company with the United States Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “1933 Act”). The Shares are to be issued in the Offering pursuant to the Prospectus Supplement (as defined herein), and the Underwriting Agreement, dated as of September 25, 2019 (the “Underwriting Agreement”), by and among the Company, Gladstone Commercial Limited Partnership, a

Gladstone Commercial Corp – GLADSTONE COMMERCIAL CORPORATION ARTICLES SUPPLEMENTARY 6.625% SERIES E CUMULATIVE REDEEMABLE PREFERRED STOCK (September 27th, 2019)

Gladstone Commercial Corporation, a Maryland corporation (the “Corporation”), hereby certifies to the Maryland State Department of Assessments and Taxation that:

Gladstone Commercial Corp – 6.625% Series E Cumulative Redeemable Preferred Stock 2,400,000 Shares Gladstone Commercial Corporation UNDERWRITING AGREEMENT (September 27th, 2019)
Gladstone Commercial Corp – EXHIBIT SEP PARTNERSHIP UNIT DESIGNATION DESIGNATION OF 6.625% SERIES E CUMULATIVE REDEEMABLE PREFERRED UNITS (September 27th, 2019)

Reference is made to the Second Amended and Restated Agreement of Limited Partnership (the “Partnership Agreement”) of Gladstone Commercial Limited Partnership, a Delaware limited partnership (the “Partnership”), of which this Partnership Unit Designation shall become a part.

Gladstone Commercial Corp – FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT AND OTHER LOAN DOCUMENTS (July 9th, 2019)

THIS FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT AND OTHER LOAN DOCUMENTS (this “Amendment”), dated as of July 2, 2019, by and among GLADSTONE COMMERCIAL LIMITED PARTNERSHIP, a Delaware limited partnership (“Borrower”), GLADSTONE COMMERCIAL CORPORATION, a Maryland corporation (“Parent”), the other “Guarantors” a party hereto (together with Parent, collectively, the “Guarantors”), KEYBANK NATIONAL ASSOCIATION (“KeyBank”), individually and as Agent for itself and the other Lenders from time to time a party to the Credit Agreement (as hereinafter defined) (KeyBank, in its capacity as Agent, is hereinafter referred to as “Agent”), and THE OTHER “LENDERS” WHICH ARE SIGNATORIES HERETO (KeyBank and such Lenders hereinafter referred to collectively as the “Lenders”).

Gladstone Commercial Corp – Gladstone Commercial Corporation Reports Results for the First Quarter Ended March 31, 2019 (April 30th, 2019)

Please note that the limited information that follows in this press release is not adequate to make an informed investment judgment.

Gladstone Commercial Corp – [LETTERHEAD OF VENABLE LLP] February 15, 2019 (February 15th, 2019)

We have served as Maryland counsel to Gladstone Commercial Corporation, a Maryland corporation (the “Company”), in connection with certain matters of Maryland law arising out of the registration of up to $160,000,000 in shares of common stock, par value $0.001 per share (the “Common Stock”), of the Company, of which shares of Common Stock having an aggregate offering price of approximately $66,400,000 (the “Shares”) remain available for offer and sale pursuant to the Prospectus Supplement (as defined herein). The Shares are covered by the above-referenced Registration Statement, and all amendments thereto (the “Registration Statement”), filed by the Company with the United States Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “1933 Act”). The Shares are to be issued pursuant to the Prospectus Supplement and the Controlled Equity OfferingSM Sales Agreement, dated as of September 2, 2014, as amended by that certain Amendment No. 1

Gladstone Commercial Corp – Gladstone Commercial Corporation Reports Results for the Fourth Quarter and Year Ended December 31, 2018 (February 13th, 2019)

Please note that the limited information that follows in this press release is not adequate to make an informed investment judgment.

Gladstone Commercial Corp – FORM OF INDENTURE GLADSTONE COMMERCIAL CORPORATION INDENTURE Dated as of [ ● ], Trustee (January 11th, 2019)

INDENTURE dated as of [ ● ], between Gladstone Commercial Corporation, a Maryland corporation, the Guarantors (as defined herein) and [ ● ], as trustee.

Gladstone Commercial Corp – SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF GLADSTONE COMMERCIAL LIMITED PARTNERSHIP a Delaware limited partnership Dated as of July 11, 2018 (July 11th, 2018)

THIS SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF GLADSTONE COMMERCIAL LIMITED PARTNERSHIP, dated as of July 11, 2018 (the “Effective Date”), is made by and among Parent, the General Partner and each of the other Persons who is a party to or otherwise bound by this Agreement and is listed as a Holder in the books and records of the Partnership.

Gladstone Commercial Corp – Gladstone Commercial Corporation Reports Results for the First Quarter Ended March 31, 2018 (May 1st, 2018)

Please note that the limited information that follows in this press release is not adequate to make an informed investment judgment.

Gladstone Commercial Corp – GLADSTONE COMMERCIAL CORPORATION ARTICLES OF AMENDMENT (April 12th, 2018)

Gladstone Commercial Corporation, a Maryland corporation (the “Corporation”), hereby certifies to the State Department of Assessments and Taxation of Maryland that:

Gladstone Commercial Corp – Gladstone Commercial Corporation Reports Results for the Fourth Quarter and Year Ended December 31, 2017 (February 14th, 2018)

Please note that the limited information that follows in this press release is not adequate to make an informed investment judgment.

Gladstone Commercial Corp – SECOND AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF OCTOBER 27, 2017 by and among GLADSTONE COMMERCIAL LIMITED PARTNERSHIP, AS BORROWER, GLADSTONE COMMERCIAL CORPORATION, AS A GUARANTOR, KEYBANK NATIONAL ASSOCIATION, THE OTHER LENDERS WHICH ARE PARTIES TO THIS AGREEMENT and OTHER LENDERS THAT MAY BECOME PARTIES TO THIS AGREEMENT, KEYBANK NATIONAL ASSOCIATION, AS AGENT, FIFTH THIRD BANK, AN OHIO BANKING CORPORATION, AS DOCUMENTATION AGENT, and KEYBANC CAPITAL MARKETS, AS SOLE LEAD ARRANGER AND SOLE BOOK MANAGER (October 31st, 2017)

THIS SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”) is made as of the 27th day of October, 2017, 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”), FIFTH THIRD BANK, an Ohio banking corporation, as Documentation Agent, and KEYBANC CAPITAL MARKETS, as Sole Lead Arranger and Sole Book Manager.

Gladstone Commercial Corp – Gladstone Commercial Corporation Reports Results for the Third Quarter Ended September 30, 2017 (October 31st, 2017)

Please note that the limited information that follows in this press release is not adequate to make an informed investment judgment.

Gladstone Commercial Corp – Gladstone Commercial Corporation Reports Results for the Second Quarter Ended June 30, 2017 (July 31st, 2017)

Please note that the limited information that follows in this press release is not adequate to make an informed investment judgment.

Gladstone Commercial Corp – 1,150,000 Shares Gladstone Commercial Corporation UNDERWRITING AGREEMENT (July 21st, 2017)

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 1,150,000 shares (the “Shares”) of its Common Stock, par value $0.001 per share (the “Common 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. The 1,150,000 Shares to be sold by the Company are called the “Firm Shares.” In addition, the Company has agreed, subject to the terms and conditions stated herein, to provide the Underwriters an option to purchase up to an additional 172,500 Shares (the “Optional Shares”). The Firm Shares and, if and to the extent such option is exercised, the Optional Shares are collectively called the “Offered Shares.” Janney Montgomery Scott LLC (“Janney”) has agreed to act as r

Gladstone Commercial Corp – [LETTERHEAD OF VENABLE LLP] July 20, 2017 (July 21st, 2017)

We have served as Maryland counsel to Gladstone Commercial Corporation, a Maryland corporation (the “Company”), in connection with certain matters of Maryland law arising out of the public offering of 1,322,500 shares (the “Shares”) of common stock, par value $0.001 per share, of the Company (including up to 172,500 Shares which the underwriters in the Offering (as defined herein) have the option to purchase), covered by the above-referenced Registration Statement, and all amendments thereto (the “Registration Statement”), filed by the Company with the United States Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “1933 Act”). The Shares are to be issued in an underwritten public offering (the “Offering”) pursuant to an Underwriting Agreement, dated July 20, 2017 (the “Underwriting Agreement”), by and among the Company, Gladstone Commercial Limited Partnership, a Delaware limited partnership, and Janney Montgomery Scott LLC, as rep

Gladstone Commercial Corp – Gladstone Commercial Corporation Reports Results for the First Quarter Ended March 31, 2017 (May 2nd, 2017)

Please note that the limited information that follows in this press release is not adequate to make an informed investment judgment.

Gladstone Commercial Corp – THIRD AMENDMENT TO FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF GLADSTONE COMMERCIAL LIMITED PARTNERSHIP (January 12th, 2017)

This THIRD AMENDMENT TO FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP (this “Amendment”) is entered into effective as of this 11th day of January, 2017, by and among GCLP BUSINESS TRUST I, a Massachusetts business trust (the “Original Limited Partner”), GCLP BUSINESS TRUST II, a Massachusetts business trust (the “General Partner”), GLADSTONE COMMERCIAL CORPORATION, a Maryland corporation that is not a Partner of the Partnership, and the Limited Partner(s) set forth or which may, in the future, be set forth on Exhibit A to the Agreement (as defined below), as amended from time to time.

Gladstone Commercial Corp – FOURTH AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT BETWEEN GLADSTONE COMMERCIAL CORPORATION AND GLADSTONE MANAGEMENT CORPORATION (January 12th, 2017)

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”).

Gladstone Commercial Corp – GLADSTONE COMMERCIAL CORPORATION ARTICLES OF RESTATEMENT (January 12th, 2017)

Gladstone Commercial Corporation, a Maryland corporation (the “CORPORATION”), hereby certifies to the State Department of Assessments and Taxation (the “SDAT”) that:

Gladstone Commercial Corp – [LETTERHEAD OF VENABLE LLP] December 1, 2016 (December 1st, 2016)

We have served as Maryland counsel to Gladstone Commercial Corporation, a Maryland corporation (the “Company”), in connection with certain matters of Maryland law arising out of the registration of 774,400 shares (the “Shares”) of common stock, par value $0.001 per share, of the Company, covered by the above-referenced Registration Statement, and all amendments thereto (the “Registration Statement”), filed by the Company with the United States Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “1933 Act”). The Shares are to be issued pursuant to the Prospectus Supplement (as defined herein), a Placement Agent Agreement, dated as of November 30, 2016 (the “Placement Agreement”), by and between the Company and CSCA Capital Advisors, LLC, and a Purchase Agreement, dated as of November 30, 2016 (the “Purchase Agreement” and, together with the Placement Agreement, the “Agreements”) by and between the Company and the Broker-Dealer (as defi

Gladstone Commercial Corp – SECOND AMENDMENT TO BYLAWS OF GLADSTONE COMMERCIAL CORPORATION (December 1st, 2016)

The following Amendment is hereby made to the Bylaws (the “Bylaws”) of Gladstone Commercial Corporation, a Maryland corporation (the “Corporation”), as of November 30, 2016:

Gladstone Commercial Corp – CSCA Capital Advisors, LLC New York, New York 10022 (December 1st, 2016)

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:

Gladstone Commercial Corp – FORM OF PURCHASE AGREEMENT (December 1st, 2016)

This Purchase Agreement (this “Agreement”), dated as of November 30, 2016, is by and between Gladstone Commercial Corporation, a Maryland corporation (the “Company” or “GOOD”) and each Broker-Dealer listed on Schedule A (each, a “Broker-Dealer”) which is entering into this Agreement on behalf of itself (as to paragraph 11 of this Agreement) and those Purchasers which are customers for which it has power of attorney to sign listed under its respective name on Schedule C (each, a “Customer”). Each of the Customers is referred to herein individually as a “Purchaser” and collectively, the “Purchasers”.

Gladstone Commercial Corp – [LETTERHEAD OF VENABLE LLP] August 2, 2016 (August 2nd, 2016)

We have served as Maryland counsel to Gladstone Commercial Corporation, a Maryland corporation (the “Company”), in connection with certain matters of Maryland law arising out of the registration of 1,230,000 shares (the “Shares”) of 7.00% Series D Cumulative Redeemable Preferred Stock, par value $0.001 per share, of the Company, covered by the above-referenced Registration Statement, and all amendments thereto (the “Registration Statement”), filed by the Company with the United States Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “1933 Act”). The Shares are to be issued pursuant to the Prospectus Supplement (as defined herein), a Placement Agreement, dated as of August 1, 2016 (the “Placement Agreement”), by and between the Company and CSCA Capital Advisors, LLC, and certain Purchase Agreements, each dated as of August 1, 2016 (collectively, the “Purchase Agreements” and, together with the Placement Agreement, the “Agreements”)

Gladstone Commercial Corp – Re: Placement of Series D Preferred Stock of Gladstone Commercial Corporation (August 2nd, 2016)

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 August 15, 2016, unless extended by the parties, to introduce Gladstone Commercial Corporation, a Maryland corporation (the “Company”), to certain investors as prospective purchasers (the “Offer”) of up to 1,230,000 shares (the “Shares”) (such number of shares actually sold, the “Securities”) of the Company’s 7.0% Series D Cumulative Redeemable Preferred Stock, par value $0.001 per share, having a liquidation preference equivalent to $25.00 per share (the “Series D Preferred 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:

Gladstone Commercial Corp – FORM OF PURCHASE AGREEMENT (August 2nd, 2016)

This Purchase Agreement (this “Agreement”), dated as of August 1, 2016, is by and among Gladstone Commercial Corporation, a Maryland corporation (the “Company”), each Purchaser listed under the heading “Direct Purchasers” on Schedule A (each, a “Direct Purchaser”), each Investment Adviser listed under the heading “Investment Advisers” on the signature pages hereto (each, an “Investment Adviser”) who is entering into this Agreement on behalf of itself (as to paragraph 4 of this Agreement) and those Purchasers which are a fund or individual or other investment advisory client of such Investment Adviser listed under its respective name on Schedule B (each, a “Client”), and each Broker-Dealer listed on Schedule C (each, a “Broker-Dealer”) which is entering into this Agreement on behalf of itself (as to paragraph 5 of this Agreement) and those Purchasers which are customers for which it has power of attorney to sign listed under its respective name on Schedule C (each, a “Customer”). Each o

Gladstone Commercial Corp – THIRD AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT BETWEEN GLADSTONE COMMERCIAL CORPORATION AND GLADSTONE MANAGEMENT CORPORATION (July 12th, 2016)

This Third Amended and Restated Investment Advisory Agreement Between Gladstone Commercial Corporation and Gladstone Management Corporation (this “Agreement”) is made this 12th day of July 2016, by and between Gladstone Commercial Corporation, a Maryland corporation (the “Company”), and Gladstone Management Corporation, a Delaware corporation (the “Adviser”).

Gladstone Commercial Corp – [LETTERHEAD OF VENABLE LLP] June 22, 2016 (June 23rd, 2016)

We have served as Maryland counsel to Gladstone Commercial Corporation, a Maryland corporation (the “Company”), in connection with certain matters of Maryland law arising out of the registration of up to $50,000,000 in shares (the “Shares”) of 7.00% Series D Cumulative Redeemable Preferred Stock, par value $0.001 per share (the “Series D Preferred Stock”), of the Company, covered by the above-referenced Registration Statement, and all amendments thereto (the “Registration Statement”), filed by the Company with the United States Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “1933 Act”). The Shares are to be issued pursuant to the Prospectus Supplement (as defined herein) and the Controlled Equity OfferingSM Sales Agreement, dated as of June 22, 2016 (the “Sale Agreement”), by and among the Company, Gladstone Commercial Limited Partnership, a Delaware limited partnership, and Cantor Fitzgerald & Co.

Gladstone Commercial Corp – GLADSTONE COMMERCIAL CORPORATION UP TO $50,000,000 OF SHARES SERIES D PREFERRED STOCK CONTROLLED EQUITY OFFERINGSM SALES AGREEMENT (June 23rd, 2016)

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:

Gladstone Commercial Corp – GLADSTONE COMMERCIAL LIMITED PARTNERSHIP SCHEDULE 4.2(a)(5) TO FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP DESIGNATION OF 7.00% SERIES D CUMULATIVE REDEEMABLE PREFERRED UNITS (May 25th, 2016)
Gladstone Commercial Corp – Re: Placement of Series D Preferred Stock of Gladstone Commercial Corporation (May 25th, 2016)

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 May 31, 2016, unless extended by the parties, to introduce Gladstone Commercial Corporation, a Maryland corporation (the “Company”), to certain investors as prospective purchasers (the “Offer”) of up to 1,200,000 shares (the “Shares”) (such number of shares actually sold, the “Securities”) of the Company’s 7.00% Series D Cumulative Redeemable Preferred Stock, par value $0.001 per share, having a liquidation preference equivalent to $25.00 per share (the “Series D Preferred 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:

Gladstone Commercial Corp – GLADSTONE COMMERCIAL CORPORATION ARTICLES SUPPLEMENTARY 7.00% SERIES D CUMULATIVE REDEEMABLE PREFERRED STOCK (Liquidation Preference $25.00 per Share) (May 25th, 2016)

Gladstone Commercial Corporation, a Maryland corporation (the “Corporation”), hereby certifies to the Maryland State Department of Assessments and Taxation that: