DEALER MANAGER OPERATING AGREEMENT

EXHIBIT 10.2

DEALER MANAGER OPERATING AGREEMENT

     THIS DEALER MANAGER OPERATING AGREEMENT (the “Agreement”) is entered into and effective as of November 19, 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”).

     WHEREAS, the Company is offering for sale in a private placement offering (the “Offering”) up to 3,333,333 shares of the Company’s Senior Common Stock (the “SCS Shares”) pursuant to a Confidential Private Placement Memorandum of the Company dated November 19, 2009; and

     WHEREAS, pursuant to that certain Dealer Manager Agreement dated November 19, 2009, the Dealer Manager has agreed to act as the dealer manager for the Offering and the Company has agreed to pay certain commissions and fees to the Dealer Manager for such services; and

     WHEREAS, the Company has agreed to advance funds to cover certain expenses to enable the Dealer Manager to commence sales efforts in connection with the Offering; and

     WHEREAS, the parties hereto desire to set forth their understanding of the advancement of these expenses pursuant to the terms and conditions of this Agreement.

     NOW, THEREFORE, in consideration of the premises and mutual covenants and conditions contained in this Agreement and other good and valuable consideration, the receipt, adequacy and sufficiency of which are hereby acknowledged, the parties agree as follows:

     1. Budget. Attached as Exhibit A hereto is the initial budget of revenues and expenses associated with the Offering (the “Budget”) agreed upon by the Company and the Dealer Manager. The Dealer Manager agrees to use its best efforts to utilize funds advanced by the Company pursuant to this Agreement in accordance with the Budget. Material exceptions to the Budget must be approved by the Company in advance. The Budget may be revised to adapt to changes in market conditions or marketing plans upon the mutual agreement of the parties.

     2. Expense Advances. Subject to the terms and conditions below, the Company hereby agrees to advance to the Dealer Manager a Mutually Agreed upon amount each month based upon the budgeted “Projected Dealer Manager Cash Flow” line item contained in the Budget. “Mutually Agreed” means that the Dealer Manager and the Company must agree on the amount to be disbursed before the end of each month and in order to do that the Dealer Manager will submit a projected use of money from the prior disbursement by the 23rd day of the month based on the actual spending and the projected spending. The Mutually Agreed upon amount to be advanced by the Company for each calendar month shall be paid to the Dealer Manager by wire transfer or other immediately available funds at least three (3) days prior to the first day of such month; provided, that the amount advanced for the first calendar month shall be payable after the Dealer Manager furnishes satisfactory evidence to the Company of the admission of ▇▇▇ ▇▇▇▇▇ as a member of the Dealer Manager. Expense advances advanced to the Dealer Manager will be used only for the items set out in the Budget and for the amounts set out in the Budget.

     3. Reimbursement of Advances. The Company may apply the portion of the dealer manager fee (the “Halcyon DM Fee”) attributable to the Dealer Manager (i.e., net of any marketing or

other similar fees required to be paid to participating broker-dealers) against funds previously advanced by the Company to the Dealer Manager in any given month. The Halcyon DM Fee shall not be paid by the Company to the Dealer Manager until the Projected Dealer Manager Cash Flow—Total Cumulative on the Budget has reached positive and remains positive for two consecutive months. The maximum total amount to be paid by the Company to the Dealer Manager from all sources (not including the 7% commissions) shall not exceed 3.75% (including the 1% that may be paid to participating broker-dealers as marketing fees) of the Gross Offering Proceeds, meaning all SCS Shares sold by the Dealer Manager multiplied by $15, except for SCS Shares sold to an Institution without the Company’s prior written approval in accordance with the Dealer Manager Agreement. To the extent that the maximum total amount paid to the Dealer Manager combined with expenses advanced by the Company under this Agreement exceeds 3.75% (including any amounts paid to broker-dealers by the Company) of the Gross Offering Proceeds, the Dealer Manager shall reimburse the Company for such excess within five (5) days of the ending of the Offering per Section 7 below.

     4. Monthly Reports. The Dealer Manager shall provide to the Company for each calendar month, no later than the fifth day of the subsequent calendar month, a report of actual expenses and sales pursuant to the Offering, in sufficient detail to permit the Company to evaluate the performance of the Dealer Manager in relation to the Budget. In addition the Dealer Manager shall provide the following reports:

          (a) Weekly or daily on key accounts regarding the signing of the sales agreement.

          (b) Weekly or daily on wholesalers regarding the sale of SCS Shares.

          (c) Any and all other reasonable documentation requested by the Company.

     5. New Sponsor Approval. The Dealer Manager agrees that it shall not act as dealer manager or provide similar services for any new sponsor of any private or public offering without the prior written approval of the Company, which approval shall not be unreasonably withheld. When determining whether to grant such approval, the Company shall primarily consider the following factors: (a) whether the proposed new sponsor will be offering directly competing products (e.g., single-tenant, net lease properties); (b) whether there is a reasonable probability that the credibility or reputation of the proposed new sponsor could be detrimental to the goodwill of the Company and its affiliates, and (c) if adding another offering would adversely distract the employees of the broker-dealers from the sale of the SCS Shares.

     6. State Registrations. The Dealer Manager shall be registered as a broker-dealer in every state that it intends to sell in within thirty (30) days after the Effective Date, and shall not make any sales of SCS Shares unless and until all such registrations are completed.

     7. Term and Termination.

          (a) Term. Unless earlier terminated as provided below, the term of this Agreement (the “Term”) shall commence on the Effective Date and shall terminate on the earlier to occur of (i) the effective date of the termination of the Offering, (ii) the effective date of the termination of the Dealer Manager Agreement, or (iii) a default under this Agreement.

          (b) Termination by the Company. Notwithstanding anything in this Agreement or the Dealer Manager Agreement to the contrary, the Company may terminate this Agreement in any of the following circumstances: (i) after the earlier to occur of 120 days following the receipt by the Dealer

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Manager of the Offering’s third-party due diligence report and FINRA-compliant marketing support materials or the date on which the Company has advanced $500,000 to the Dealer Manager under this Agreement; (ii) in the event that the Dealer Manager has not fully complied with its registration obligations pursuant to Section 6 above; (iii) if the Investment Committee of the Company determines, in its sole and absolute discretion, that market conditions or the business of the Company may be adversely affected by continuing to offer the SCS Shares in the Offering; or (iv) if the Dealer Manager does not furnish satisfactory evidence of the admission of ▇▇▇ ▇▇▇▇▇ as a member of the Dealer Manager within five (5) business days after the Effective Date.

          (c) Termination by the Dealer Manager. Notwithstanding anything in this Agreement or the Dealer Manager Agreement to the contrary, the Dealer Manager may terminate this Agreement in any of the following circumstances: (i) the Company fails to make any payment to the Dealer Manager pursuant to this Agreement within fifteen (15) days after such payment is due; (ii) the Company or its representatives frustrate sales and marketing activities by (A) refusing to participate in a sales or marketing event as reasonably requested by the Dealer Manager or (B) unreasonably delaying the approval or production of necessary support materials, third-party due diligence reports, or the execution and maintenance of broker-dealer selling agreements; or (iii) the Company sustains significant material damage to Company goodwill such that it becomes highly unlikely that the Dealer Manager can sell the Company’s shares.

          (d) Effect of Termination. Upon a termination by the Company or the Dealer Manager pursuant to subsection (b) or (c): (i) neither party shall have any further obligations other than as specified under this Agreement; and (ii) the parties shall reasonably cooperate to preserve and minimize any disruption to relationships developed by the Dealer Manager with the participating broker-dealers listed on Exhibit B in connection with the Offering.

     8. Potential Future Additional Affiliated Dealer Manager. The Dealer Manager understands, acknowledges and agrees that the Dealer Manager has been appointed as dealer manager of the Offering of the SCS Shares on a non-exclusive basis and that the Company may, in the future, enter into a separate dealer manager agreement with Circadian Partners, LLC, an affiliate of the Company’s adviser and a member firm of FINRA, for the sale of the SCS Shares on the same or similar terms set forth in the Dealer Manager Agreement.

     9. Miscellaneous.

          (a) Assignment. This Agreement may not be assigned by either party, except with the prior written consent of the other party. This Agreement shall be binding upon the parties hereto, their heirs, legal representatives, successors and permitted assigns.

          (b) Entire Agreement; Amendment. Other than the Dealer Manager Agreement, which governs the relationship of the Dealer Manager and the Company in connection with the Offering, this Agreement constitutes the complete and exclusive statement of the agreement between the parties relating to the subject matter hereof and supersedes all prior written and oral statements or agreements with respect to such subject matter. This Agreement may be amended or modified only in a writing signed by the parties.

          (c) Applicable Law and Venue. This Agreement was executed and delivered in, and its validity, interpretation and construction shall be governed by, the laws of the State of Virginia. The parties hereby agree that venue for any action brought in connection with this Agreement shall lie exclusively in McLean, Virginia.

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          (d) Counterparts. This Agreement may be executed in any number of counterparts. Each counterpart, when executed and delivered, shall be an original contract, but all counterparts, when taken together, shall constitute one and the same agreement. Facsimile and electronic executions and deliveries shall have the full force and effect of original signatures.

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          IN WITNESS WHEREOF, the undersigned have executed this Agreement, effective as of the date first written above.

COMPANY:

Gladstone Commercial Corporation
 

By:  

Name:  

Title:  

DEALER MANAGER:

Halcyon Capital Markets, LLC
 

By:  

Name:  

Title:  

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Exhibit A

Budget

[See attached]

Exhibit A

Gladstone $50M Reg D Offering

						Nov				Dec				Jan				Feb				March				April				May				June				July				Aug				Sept				Oct
						2009				2009				2009				2010				2010				2010				2010				2010				2010				2010				2010				2010
						Month 1				Month 2				Month 3				Month 4				Month 5				Month 6				Month 7				Month 8				Month 9				Month 10				Month 11				Month 12					Total
Broker Dealer Expenses:
Wholesalers Payroll
			Totals				14,640				14,640				21,840				21,840				21,840				21,840				39,840				39,840				39,840				39,840				39,840				39,840					355,680
Operations Payroll
			Totals				27,552				27,552				27,552				32,779				34,912				34,912				37,952				37,952				37,952				37,952				37,952				37,952					412,971
BD Sponsorship
			Totals				—				—				—				30,000				30,000				—				105,000				22,500				22,500				7,500				7,500				—					225,000
Other Admin
			Totals				10,150				300				300				300				300				300				300				300				300				300				300				300					13,450
Other Marketing
			Totals				12,750				13,300				11,500				11,909				21,134				34,467				31,617				37,617				32,742				29,742				29,742				—					266,520
Start-Up
			Totals				116				10,000				5,750				1,300				800				663				—				—				—				—				—				—					18,629
Other O/H
			Totals				7,300				6,800				6,800				6,800				6,800				6,800				6,800				6,800				6,800				6,800				6,800				6,800					82,100
Dues/Subscriptions
			Totals				—				650				—				—				—				—				—				—				—				—				—				—					650
Total Broker/Dealer Expenses (Monthly)							72,508				73,242				73,742				104,928				115,786				98,982				221,509				145,009				140,134				122,134				122,134				84,892					1,375,000
Broker Dealer Income:
Equity First Year — INPUT			50
Equity Raised							—				—				—				1,250,000				2,500,000				6,250,000				6,250,000				6,250,000				6,250,000				6,250,000				6,250,000				8,750,000					50,000,000
Halcyon DM Fee			3.75	%			—				—				—				46,875				93,750				234,375				234,375				234,375				234,375				234,375				234,375				328,125					1,875,000
Cumulative Halcyon DM Fee							—				—				—				46,875				140,625				375,000				609,375				843,750				1,078,125				1,312,500				1,546,875				1,875,000
Local BD Marketing Fees (1)			1.00	%			—				—				—				(12,500	)			(25,000	)			(62,500	)			(62,500	)			(62,500	)			(62,500	)			(62,500	)			(62,500	)			(87,500	)				(500,000	)
Commissions to Reg Reps in (2)			7.00	%			—				—				—				87,500				175,000				437,500				437,500				437,500				437,500				437,500				437,500				612,500					3,500,000
Commissions Paid (2)			7.00	%			—				—				—				(87,500	)			(175,000	)			(437,500	)			(437,500	)			(437,500	)			(437,500	)			(437,500	)			(437,500	)			(612,500	)				(3,500,000	)
Net Dealer Manager Income (Monthly)							—				—				—				34,375				68,750				171,875				171,875				171,875				171,875				171,875				171,875				240,625					1,375,000
Total Cumulative							—				—				—				34,375				103,125				275,000				446,875				618,750				790,625				962,500				1,134,375				1,375,000
Projected Dealer Manager Cash Flow							(72,508	)			(73,242	)			(73,742	)			(70,553	)			(47,036	)			72,893				(49,634	)			26,866				31,741				49,741				49,741				155,733
Total Cumulative							(72,508	)			(145,750	)			(219,492	)			(290,045	)			(337,081	)			(264,188	)			(313,822	)			(286,956	)			(255,215	)			(205,474	)			(155,733	)			0
Issuer/Sponsor (GOOD) Costs:
Total GOOD Costs							228,500				77,083				90,833				35,833				73,750				34,500				23,000				67,750				31,500				21,500				65,750				29,500					779,500
Aggregate Counter							228,500				305,583				396,417				432,250				506,000				540,500				563,500				631,250				662,750				684,250				750,000				779,500
GOOD Org & Off Income
Re-Couped Expense (50)			1.56	%			—				—				—				19,487				38,975				97,437				97,437				97,437				97,437				97,437				97,437				136,412					779,500
Advisor/GLDMGT Income
Total GLDMGT Income							—				—				—				—				—				93,750				—				—				269,531				—				—				468,750					832,031
Combined Totals
Broker/Dealer
FM Broker/Dealer Expenses							72,508				73,242				73,742				104,928				115,786				98,982				221,509				145,009				140,134				122,134				122,134				84,892					1,375,000
FM Broker/Dealer Income							—				—				—				34,375				68,750				171,875				171,875				171,875				171,875				171,875				171,875				240,625					1,375,000
Broker/Dealer Total							(72,508	)			(73,242	)			(73,742	)			(70,553	)			(47,036	)			72,893				(49,634	)			26,866				31,741				49,741				49,741				155,733					0
GOOD
GOOD Costs							228,500				77,083				90,833				35,833				73,750				34,500				23,000				67,750				31,500				21,500				65,750				29,500					779,500
GOOD Income							—				—				—				19,487				38,975				97,437				97,437				97,437				97,437				97,437				97,437				136,412					779,500
GOOD Total							(228,500	)			(77,083	)			(90,833	)			(16,346	)			(34,775	)			62,937				74,437				29,687				65,937				75,937				31,687				106,912					—
GOOD & BD Cash Flow- Monthly							(301,008	)			(150,325	)			(164,575	)			(86,898	)			(81,811	)			135,830				24,803				56,553				97,678				125,678				81,428				262,645
GOOD & BD Cash Flow- Cumulative							(301,008	)			(451,333	)			(615,909	)			(702,807	)			(784,618	)			(648,788	)			(623,984	)			(567,431	)			(469,752	)			(344,074	)			(262,645	)			0					0
GLD MGT
GLDMGT Expenses
GLDMGT Income							—				—				—				—				—				93,750				—				—				269,531				—				—				468,750					832,031
GLDMGT Total							—				—				—				—				—				93,750				—				—				269,531				—				—				468,750					832,031

Exhibit B

Participating Broker-Dealers

[See attached]