PARTNERSHIP UNIT DESIGNATION
6.625% SERIES E CUMULATIVE REDEEMABLE PREFERRED UNITS
Reference is made to the Second Amended and Restated Agreement of Limited Partnership (the Partnership Agreement) of Gladstone Commercial Limited Partnership, a Delaware limited partnership (the Partnership), of which this Partnership Unit Designation shall become a part.
Capitalized terms used herein and not defined herein shall have the meanings ascribed thereto in the Partnership Agreement. Section references are (unless otherwise specified) references to sections in this Partnership Unit Designation.
The General Partner has set forth in this Partnership Unit Designation the following description of the preferences and other rights, voting powers, restrictions, limitations as to distributions, qualifications and terms and conditions of redemption of a class and series of Partnership Interests to be represented by Partnership Units which are designated as the 6.625% Series E Cumulative Redeemable Preferred Units:
1. 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 4,000,000.
Business Day shall mean any day other than a Saturday, a Sunday or a day on which state or federally chartered banking institutions in New York, New York are not required to be open.
Change of Control shall have the meaning set forth in Section 6(a) hereof.
Charter shall mean the charter of Gladstone Commercial Corporation.
Delisting Event shall mean, after the original issuance of the Series E Preferred Stock, the following have occurred and are continuing: both (a) the shares of Series E Preferred Stock are no longer listed on the NYSE, the NYSE American or Nasdaq, or listed or quoted on an exchange or quotation system that is a successor to the NYSE, the NYSE American or Nasdaq, and (b) Gladstone Commercial Corporation is not subject to the reporting requirements of the Exchange Act, but any Series E Preferred Stock is still outstanding.
Exchange Act shall mean the Securities Exchange Act of 1934, as amended.
Holder Optional Redemption Date shall have the meaning set forth in Section 7(a) hereof.