FIRST AMENDMENT TO
SECOND AMENDED AND RESTATED
AGREEMENT OF LIMITED PARTNERSHIP
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.
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.
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.