Exhibit 10.8
FIRST AMENDMENT
OF
AGREEMENT OF LIMITED PARTNERSHIP
OF GLADSTONE COMMERCIAL LIMITED PARTNERSHIP
This First Amendment of
Agreement of Limited Partnership (the “
Agreement ”), is entered into as of
September 1, 2004, by and between Gladstone Commercial Corporation,
Inc. , a
Maryland corporation (the “ Corporation
”), and Gladstone
Commercial Partners, LLC, a Delaware limited liability
company (“ GCP ”).
WHEREAS, the
Corporation and GCP are parties to the Agreement of Limited
Partnership of Gladstone Commercial Limited Partnership (the
“ Partnership ”) dated July 17, 2003
(the “ Partnership Agreement ”);
and
WHEREAS, at
the time of execution of the Partnership Agreement, the Corporation
owned a one percent (1%) Percentage Interest as a General Partner
in the Partnership (the “ General Partnership
Interest ”) and GCP owned a ninety-nine percent (99%)
Percentage Interest as a Limited Partner in the partnership (the
“ Limited Partnership Interest ”);
and
WHEREAS, the
Corporation and GCP (the “ Partners ”)
have entered into a Partnership Interest Exchange Agreement (the
“ Exchange Agreement ”) dated of even
date herewith, pursuant to which the Partners have exchanged the
General Partnership Interest for the Limited Partnership Interest;
and
WHEREAS, the
parties desire to amend the Partnership Agreement to reflect the
terms of the Exchange Agreement;
NOW THEREFORE,
in consideration of the covenants and obliga
