Re: Placement of Series D Preferred Stock of Gladstone Commercial CorporationGladstone Commercial Corp • May 25th, 2016 • 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 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 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 UNITSGladstone Commercial Corp • May 25th, 2016 • Lessors of real property, nec
PURCHASE AGREEMENTPurchase Agreement • May 25th, 2016 • Gladstone Commercial Corp • Lessors of real property, nec • New York
This Purchase Agreement (this “Agreement”), dated as of May 20, 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 of
