EX-10.1





 Exhibit 10.1 

FIRST AMENDMENT TO 

SECOND AMENDED AND RESTATED 

AGREEMENT OF LIMITED PARTNERSHIP 

OF 
 GLADSTONE COMMERCIAL
LIMITED PARTNERSHIP 

This FIRST AMENDMENT TO SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED 
PARTNERSHIP (this “Amendment”) is entered into and effective as of this 2nd day of December, 2019, by and among Gladstone Commercial Corporation, a Maryland corporation, GCLP Business Trust II, a Massachusetts
business trust, and each of the other Persons who is a party to or otherwise bound by the Agreement and is listed as a Holder in the books and records of the Partnership. 

RECITALS 
 WHEREAS,
Gladstone Commercial Limited Partnership (the “Partnership”), was formed as a limited partnership under the laws of the State of Delaware, pursuant to a Certificate of Limited Partnership filed with the Office of the
Secretary of State of the State of Delaware effective as of May 28, 2003; and 
 WHEREAS, pursuant to Section 15.15 of that
certain Second Amended and Restated Agreement of Limited Partnership, dated as of July 11, 2019 (the “Agreement”), the General Partner desires to amend the Agreement. 

AGREEMENT 
 NOW,
THEREFORE, in consideration of the foregoing, of mutual covenants between the parties hereto, and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties, the parties hereto agree to
amend the Agreement as follows: 
 1.         Definitions. Unless otherwise defined
herein, all terms defined in the Agreement have the same meaning when used herein. 
  

	 	2.	 Amendments to Agreement. 



 

	 	(a)	 Article I of the Agreement is hereby amended as follows: 



 

	 	(i)	 The definition of “Preferred Parity Units” is hereby deleted in its entirety and replaced with
the following: 


 “‘Preferred Parity Units’ means all classes or series of Preferred Units issued by
the Partnership, the terms of which specifically provide that such Preferred Units rank on a parity with such Preferred Parity Units with respect to distribution rights and rights upon liquidation, dissolution or winding up of the Partnership,
including the Series D Preferred Units, Series E Preferred Units and any other Preferred Units to be issued in the future and designated to rank on a parity with such Preferred Parity Units with respect to distribution rights and rights upon
liquidation. 
  

	 	(ii)	 The definition of “Series A Preferred Units” is hereby deleted in its entirety.



  

	 	(iii)	 The definition of “Series B Preferred Units” is hereby deleted in its entirety.
















	 	(iv)	 The following definition of “Series E Preferred Units” is hereby inserted in its proper
alphabetical position: 


 “‘Series E Preferred Units’ means ‘6.625% Series E Cumulative
Redeemable Preferred Unit’ of the Partnership, as designated in Exhibit SEP.” 
  

	 	(b)	 Article IV, Section 4.02 of the Agreement is hereby deleted in its entirety and replaced with the
following: 


 “Classes and Series of Partnership Units. Until such time as additional classes or series
of Partnership Units are created pursuant to Section 4.03(a) below, the Partnership shall have the following five (5) classes of Partnership Units: “OP Units”, “LTIP Units”, “Senior Common
Units”, “Series D Preferred Units” and “Series E Preferred Units”. Subject to Section 4.06, OP Units, LTIP Units, Senior Common Units, Series D Preferred Units, Series E Preferred Units or other Partnership
Units of any additional class or series, at the election of the General Partner, may be issued to newly admitted Partners in exchange for any Capital Contributions by such Partners and/or the provision of services by such Partners; provided,
that any Partnership Unit that is not specifically designated by the General Partner as being of a particular class shall be deemed to be an OP Unit.” 
  

	 	(c)	 Article XIII, Section 13.02(a)(iv) of the Agreement is hereby deleted in its entirety and replaced with
the following: 


 “Fourth, to the holders of Series D Preferred Units and Series E Preferred Units in accordance with
the terms of Exhibit SDP and Exhibit SEP; and” 
  

	 	(d)	 Exhibit SAP is hereby deleted in its entirety. 



 

	 	(e)	 Exhibit SBP is hereby deleted in its entirety. 



 

	 	(f)	 Exhibit SEP of the Agreement is hereby amended as follows: 



 

	 	(i)	 Section 1 is hereby deleted in its entirety and replaced with the following: 



Number of Units and Designation. A series of cumulative redeemable preferred units, designated the “6.625% Series E
Cumulative Redeemable Preferred Units” (the “Series E Preferred Units”) is hereby established and the number of units constituting such Series E Preferred Units shall be 6,760,000. 

 

	 	(ii)	 The definition of “Series A Preferred Units” in Section 2 is hereby deleted in its
entirety. 


  

	 	(iii)	 The definition of “Series B Preferred Units” in Section 2 is hereby deleted in its
entirety. 















	 	(iv)	 Section 11 is hereby deleted in its entirety and replaced with the following: 



“Ranking. In respect of rights to the payment of dividends and the distribution of assets in the event of any
voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Partnership, the Series E Preferred Units shall rank (i) senior to the Common Units, the Senior Common Units and any other class or series of Partnership
Interest of the Partnership, the terms of which expressly provide that such Partnership Interest ranks junior to the Series E Preferred Units as to the payment of dividends or the distribution of assets upon liquidation, dissolution or winding up of
the affairs of the Partnership, (ii) on a parity with the Series D Preferred Units and any other class or series of Partnership Interest of the Partnership, the terms of which expressly provide that such Partnership Interest ranks on parity
with the Series E Preferred Units as to the payment of dividends or the distribution of assets upon liquidation, dissolution or winding up of the affairs of the Partnership, and (iii) junior to any other class or series of Partnership Interest
of the Partnership, the terms of which expressly provide that such Partnership Interest ranks senior to the Series E Preferred Units as to the payment of dividends or the distribution of assets upon liquidation, dissolution or winding up of the
affairs of the Partnership, and to all existing and future debt obligations of the Partnership.” 

3.         Except as set forth herein, all of the terms and conditions of the Agreement shall
continue in full force and effect following the execution of this Amendment. 
 4.         This
Amendment may be executed in any number of original or facsimile counterparts and, when so executed, all of such counterparts shall constitute a single instrument binding upon all parties hereto notwithstanding that all parties are not signatory to
the original or facsimile or to the same counterpart. 
 5.         This Amendment shall be
effective upon the execution hereof by the General Partner. 
 6.         In the event any
provision of this Amendment is determined to be invalid or unenforceable, such provision shall be deemed severed from the remainder of this Amendment and replaced with a valid and enforceable provision as similar in intent as reasonably possible to
the provision so severed, and shall not cause the invalidity or unenforceability of the remainder of this Amendment. 

[SIGNATURE PAGE FOLLOWS] 












 IN WITNESS WHEREOF, the parties hereto have hereunder affixed their
signatures to this First Amendment to Second Amended and Restated Agreement of Limited Partnership of Gladstone Commercial Limited Partnership as of the 2nd day of December, 2019. 

 

			
	GENERAL PARTNER:
	
	GCLP Business Trust II
		
	By:	 	 /s/ David J. Gladstone

	Name: David J. Gladstone
	Title: Trustee
		
	By:	 	 /s/ Robert Cutlip

	Name: Robert Cutlip
	Title: Trustee
		
	By:	 	 /s/ Michael Sodo

	Name: Michael Sodo
	Title: Trustee
	
	SOLE LIMITED PARTNER:
	
	GCLP Business Trust I
		
	By:	 	 /s/ David J. Gladstone

	Name: David J. Gladstone
	Title: Trustee
		
	By:	 	 /s/ Robert Cutlip

	Name: Robert Cutlip
	Title: Trustee
		
	By:	 	 /s/ Michael Sodo

	Name: Michael Sodo
	Title: Trustee
	
	PARENT:
	
	Gladstone Commercial Corporation
		
	By:	 	 /s/ David J. Gladstone

	Name: David J. Gladstone
	Title: Chief Executive Officer

 Signature Page to First Amendment to Second Amended and Restated Agreement of Limited Partnership of

 Gladstone Commercial Limited Partnership