Exhibit 10.39
 GLADSTONE COMMERCIAL CORPORATION
 AMENDED AND RESTATED
 DEALER MANAGER AGREEMENT
 Senior Common Stock
  
 Re:
    
    Amended and Restated Dealer Manager Agreement for Shares of Senior Common Stock
Offered by Halcyon Capital Markets, LLC




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Representations and Warranties of the Company
     provided however
     2




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Covenants of the Company
       3




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Representations, Obligations and Compensation of Dealer Manager
    4




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5




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6




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Indemnification
   7




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8




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9




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Survival of Provisions
  Applicable Law and Venue
  Counterparts
  Successors and Amendment
   10




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Term
   Confirmations
  Suitability of Investors
  Submission of Orders
   11




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Notice
  To Company:
    
    Gladstone Commercial Corporation
Attention: David Gladstone, Chief Executive Officer
Attention: Chip Stelljes, President
1521 Westbranch Drive, Suite 200
McLean, Virginia 22102
Fax: (703) 287-5801
 To Dealer Manager:
    
    Halcyon Capital Markets, LLC
Attention: Dan Werry, Managing Director
5775 Wayzata Boulevard, Suite 960
Minneapolis, MN 55416
Fax: (952) 346-3979
 Severability
  No Waiver
  Assignment
  12




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Entire Agreement
  13




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Very truly yours,
GLADSTONE COMMERCIAL CORPORATIONBy:Name:Title: Accepted and agreed as of the
date first above written.
HALCYON CAPITAL MARKETS, LLCBy:Name:Title: 14




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Exhibit A
To
Dealer Manager Agreement
 GLADSTONE COMMERCIAL CORPORATION
  Up to 3,333,333 Shares of Senior Common Stock  Primary Offering  $50,000,000
Up to 500,000 Shares of Senior Common Stock  Distribution Reinvestment Plan  $7,500,000
   Amended and Restated Dealer Manager Agreement
   Submission of Orders
  15




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Pricing
  Representations and Warranties of Dealer
      16




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17




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Dealers Commissions
   Applicability of Indemnification
  Payment
  Right to Reject Orders or Cancel Sales
  18




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Memorandum and Authorized Sales Materials
  License and Association Membership
   19




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Anti-Money Laundering Compliance Programs
  Limitation of Offer and Suitability
    Due Diligence and Adequate Disclosure
   20




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Compliance with Record Keeping Requirements
  Customer Complaints
  Termination and Amendments
    Privacy Laws
    21




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Notice
  To Dealer Manager:
    
    Halcyon Capital Markets, LLC
Attention: Dan Werry, Managing Director
5775 Wayzata Boulevard, Suite 960
Minneapolis, MN 55416
Fax: (952) 346-3979To Dealer:
    
    Address Specified By Dealer on Dealer Signature Page
 Attorneys Fees, Applicable Law and Venue
  Severability
  No Waiver
  22




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Assignment
  Authorization
  THE DEALER MANAGER:
Halcyon Capital Markets, LLCBy:Name:Title: 23




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1.
    
    Identity of Dealer:
 Name:
 Type of entity:(to be completed by Dealer)          (corporation, partnership or proprietorship)
 Organized in the State of:(to be completed by Dealer)          (State)
 Licensed as broker-dealer in the following States:(to be completed by Dealer)
 Tax I.D. #:
 2.
    
    Person to receive notice pursuant to Section XVIII.
 Name:
 Company:
 Address:
 City, State and Zip Code:
 Telephone No.:
    
    (___)
 Fax No.:
    
    (___)
 AGREED TO AND ACCEPTED BY THE DEALER:(Dealers Firm Name)By:SignatureTitle:Date: 24