Attached files

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EX-10.1 - EX-10.1 - GLADSTONE COMMERCIAL CORPd138734dex101.htm
EX-10.2 - EX-10.2 - GLADSTONE COMMERCIAL CORPd138734dex102.htm
EX-1.1 - EX-1.1 - GLADSTONE COMMERCIAL CORPd138734dex11.htm
EX-1.2 - EX-1.2 - GLADSTONE COMMERCIAL CORPd138734dex12.htm
EX-5.2 - EX-5.2 - GLADSTONE COMMERCIAL CORPd138734dex52.htm
EX-5.1 - EX-5.1 - GLADSTONE COMMERCIAL CORPd138734dex51.htm
8-K - 8-K - GLADSTONE COMMERCIAL CORPd138734d8k.htm

Exhibit 3.1

GLADSTONE COMMERCIAL CORPORATION

ARTICLES SUPPLEMENTARY

Gladstone Commercial Corporation, a Maryland corporation (the “Corporation”), hereby certifies to the State Department of Assessments and Taxation of Maryland that:

FIRST: Under a power contained in Article SEVENTH of the charter of the Corporation (the “Charter”), the Board of Directors of the Corporation (the “Board”), by duly adopted resolutions, reclassified and designated 1,450,000 authorized but unissued shares of the Corporation’s Senior Common Stock, par value $0.001 per share (the “Senior Common Stock”) as shares of the Corporation’s 7.75% Series A Cumulative Redeemable Preferred Stock, par value $0.001 per share (the “Series A Preferred Stock”), with the preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends and other distributions, qualifications, and terms and conditions of redemption as set forth in the Charter, including, without limitation, Exhibit A thereto.

SECOND: Under a power contained in Article SEVENTH of the Charter, the Board, by duly adopted resolutions, reclassified and designated 1,600,000 authorized but unissued shares of Senior Common Stock as shares of the Corporation’s 7.5% Series B Cumulative Redeemable Preferred Stock, par value $0.001 per share (the “Series B Preferred Stock”), with the preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends and other distributions, qualifications, and terms and conditions of redemption as set forth in the Charter, including, without limitation, Exhibit B thereto.

THIRD: The foregoing shares of Series A Preferred Stock and Series B Preferred Stock have been reclassified and designated by the Board under the authority contained in the Charter. After giving effect to such reclassification and designation of Series A Preferred Stock and Series B Preferred Stock as set forth herein, the Corporation has authority to issue 2,600,000 shares of Series A Preferred Stock, 2,750,000 shares of Series B Preferred Stock and 4,450,000 shares of Senior Common Stock. There has been no increase in the authorized shares of stock of the Corporation effected by these Articles Supplementary.

FOURTH: These Articles Supplementary have been approved by the Board in the manner and by the vote required by law.

FIFTH: The undersigned officer of the Corporation acknowledges these Articles Supplementary to be the corporate act of the Corporation and, as to all matters or facts required to be verified under oath, the undersigned officer acknowledges that, to the best of his or her knowledge, information and belief, these matters and facts are true in all material respects and that this statement is made under the penalties of perjury.

[SIGNATURE PAGE FOLLOWS]


IN WITNESS WHEREOF, the Corporation has caused these Articles Supplementary to be executed in its name and on its behalf by the undersigned Chief Executive Officer and attested by its Secretary this 18th day of February, 2016.

 

  ATTEST:     GLADSTONE COMMERCIAL CORPORATION
 

/s/ Michael LiCalsi

    By:  

/s/ David Gladstone

  Name: Michael LiCalsi       Name: David Gladstone
  Title:   Secretary       Title:   Chief Executive Officer