exv10w2







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 Dan Werry 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



2









 







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 Dan Werry 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.



3









 





          (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.



4









 





          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:  	 	 
	 



5









 





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]