0000950123-10-016424 Sample Contracts

GLADSTONE COMMERCIAL CORPORATION AMENDED AND RESTATED DEALER MANAGER AGREEMENT Senior Common Stock
Dealer 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.

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AMENDED AND RESTATED DEALER MANAGER OPERATING AGREEMENT
Dealer 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”).

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