Exhibit 4.5
AMENDMENT NO. 1 TO
STOCK TRANSFER AGENCY AGREEMENT
This Amendment to the Stock Transfer
Agency Agreement dated as of November 7, 2007 by and between
Gladstone Commercial Corporation, a Maryland corporation (the
“Customer”), and THE BANK OF NEW YORK, a New York
banking corporation (the “Bank”).
RECITALS:
WHEREAS, the Bank and the Customer
entered into a Stock Transfer Agency Agreement dated as of
August 18, 2003 (the “Agreement”); and
WHEREAS, the Customer desires to have
shares maintained by the Bank in book-entry form known as the
“Direct Registration System” (“DRS”);
NOW, in consideration of the mutual
promises hereinafter set forth, the parties hereto covenant and
agree as follows:
1. The following sentence shall
be added to the beginning of Article V, Section 1:
“The Bank will issue and
transfer shares in certificated form as follows:”
2. Article V,
Section 1 shall now be designated (a).
3. Article V,
Section 2 shall now be designated (b).
4. Article V,
Section 3 shall now be designated (c).
5. The following Section shall
be added to Article V:
2. The Bank will issue and transfer
Shares in book-entry form as follows:
(a) Shares may be maintained by the
Bank in book-entry form known as the “Direct Registration
System” (“DRS”) through the Profile Modification
System (“Profile”). DRS is the system administered by
The Depository Trust Company (“DTC”) pursuant to which
the Bank may
