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
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 10.1 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
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
OPEN MARKET SALE AGREEMENTSMOpen Market Sale Agreement • November 4th, 2009 • Gladstone Commercial Corp • 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.
RECITALSAssumption Agreement • February 24th, 2006 • Gladstone Commercial Corp • Lessors of real property, nec
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
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:
ContractInvestment Advisory Agreement • August 8th, 2023 • Gladstone Commercial Corp • Lessors of real property, nec • Delaware
EXHIBIT 10.24 SPACE ABOVE THIS LINE FOR RECORDER'S USE THE MAXIMUM INDEBTEDNESS SECURED BY THIS MORTGAGE IS $20,860,000.00. THIS DOCUMENT DRAFTED BY AND WHEN RECORDED MAIL TO: Katten Muchin Zavis Rosenman 525 West Monroe Street, Suite 1600 Chicago,...Mortgage, Assignment of Rents and Security Agreement • February 24th, 2006 • Gladstone Commercial Corp • Lessors of real property, nec • Minnesota
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
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.
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 1,200,000 Shares Common Stock Underwriting AgreementUnderwriting Agreement • June 10th, 2011 • Gladstone Commercial Corp • 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
GLADSTONE COMMERCIAL CORPORATION Common Stock ($0.001 par value per share) AT- THE-MARKET EQUITY OFFERING SALES AGREEMENTAt-the-Market Equity Offering Sales Agreement • March 3rd, 2023 • Gladstone Commercial Corp • Lessors of real property, nec • New York
SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF GLADSTONE COMMERCIAL LIMITED PARTNERSHIP a Delaware limited partnership Dated as of July 11, 2018Second Amended and Restated Agreement of Limited Partnership • July 11th, 2018 • Gladstone Commercial Corp • Lessors of real property, nec • Delaware
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.
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”).
DEALER MANAGER AGREEMENTDealer Manager Agreement • 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.
SENIOR SECURED REVOLVING CREDIT AGREEMENT DATED AS OF DECEMBER 29, 2006 by and among GLADSTONE COMMERCIAL LIMITED PARTNERSHIP, AS BORROWER, GLADSTONE COMMERCIAL CORPORATION, AS A GUARANTOR, KEYBANK NATIONAL ASSOCIATION, THE OTHER LENDERS WHICH ARE...Senior Secured Revolving Credit Agreement • January 3rd, 2007 • Gladstone Commercial Corp • Lessors of real property, nec
correct only as of such specified date, and except to the extent of any changes resulting from transactions permitted by this Agreement that singly or in the aggregate have not had or could not reasonably be expected to have a Material Adverse Effect.
DEED OF TRUST, ASSIGNMENT OF LEASES AND RENTS AND SECURITY AGREEMENT SLEE GRAND PRAIRIE, L.P., a Delaware limited partnership, BORROWER TO PETER S. GRAF, ESQ., AS TRUSTEE FOR THE BENEFIT OF CIBC INC., LENDER DATED: AS OF NOVEMBER 22, 2006Deed of Trust, Assignment of Leases and Rents and Security Agreement • November 28th, 2006 • Gladstone Commercial Corp • Lessors of real property, nec • New York
THIS DEED OF TRUST, ASSIGNMENT OF LEASES AND RENTS AND SECURITY AGREEMENT (this “Deed of Trust”) is made as of the 22nd day of November, 2006, by SLEE GRAND PRAIRIE, L.P., a Delaware limited partnership, 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.
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 10022Placement Agent Agreement • December 1st, 2016 • Gladstone Commercial Corp • 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:
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”).
MORTGAGE, ASSIGNMENT OF LEASES AND RENTS AND SECURITY AGREEMENT TCI06 BURNSVILLE MN LLC, a Delaware limited liability company, BORROWER IN FAVOR OF CIBC INC., LENDER DATED: AS OF DECEMBER 22, 2006Mortgage, Assignment of Leases and Rents and Security Agreement • December 28th, 2006 • Gladstone Commercial Corp • Lessors of real property, nec • New York
THIS INSTRUMENT IS TO BE FILED AND INDEXED IN THE REAL PROPERTY RECORDS AND IS ALSO TO BE INDEXED IN THE CHATTEL RECORDS UNDER THE NAMES OF TCI06 BURNSVILLE MN LLC, AS “DEBTOR”, AND CIBC INC., AS “SECURED PARTY” — SEE GRANTING CLAUSE OF THIS INSTRUMENT FOR DESCRIPTION OF COLLATERAL AND OTHER DETAILS.
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.
DEALER MANAGER AGREEMENT Senior Common StockDealer Manager Agreement • March 28th, 2011 • Gladstone Commercial Corp • Lessors of real property, nec • Virginia
Gladstone Commercial Corporation, a Maryland corporation (the “Company”), is offering an aggregate of 3,500,000 shares of its senior common stock, par value $0.001 per share (the “Shares”) for sale to the public (the “Offering”), of which 3,000,000 Shares is intended to be offered pursuant to the primary offering and 500,000 Shares is intended to be offered pursuant to the Company’s distribution reinvestment plan (the “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 and the DRIP for a cash price of $15.00 per Share.
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 UNITSLimited Partnership Agreement • October 25th, 2006 • Gladstone Commercial Corp • 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:...Deed of Trust, Assignment of Leases and Rents, Security Agreement and Fixture Filing • November 28th, 2006 • Gladstone Commercial Corp • 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 • 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.
