0000950123-11-029814 Sample Contracts

DEALER MANAGER AGREEMENT Senior Common Stock
Dealer 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.

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