Agree Realty Corp Sample Contracts

EXHIBIT 10.6 FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP
Agree Realty Corp • March 28th, 1997 • Real estate investment trusts • Delaware
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1 EXHIBIT 10.1 THIRD AMENDMENT TO LINE OF CREDIT AGREEMENT AND AMENDMENT AND AFFIRMATION OF LOAN DOCUMENTS
Credit Agreement • November 2nd, 2000 • Agree Realty Corp • Real estate investment trusts
EXHIBIT 10.10 CONTRIBUTION AGREEMENT
Contribution Agreement • March 28th, 1997 • Agree Realty Corp • Real estate investment trusts • Michigan
FIRST AMENDMENT TO THIRD AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT
Credit Agreement • February 14th, 2023 • Agree Realty Corp • Real estate investment trusts • New York
UNDERWRITING AGREEMENT
Agree Realty Corp • May 15th, 1997 • Real estate investment trusts • New York
EXHIBIT 4.1 RIGHTS AGREEMENT
Rights Agreement • November 13th, 2009 • Agree Realty Corp • Real estate investment trusts • Maryland
RECITALS
Business Loan Agreement • August 9th, 2002 • Agree Realty Corp • Real estate investment trusts
W I T N E S S E T H:
Loan Modification Agreement • March 28th, 1997 • Agree Realty Corp • Real estate investment trusts • Wisconsin
Date: September 28, 2022 To: Agree Realty Corporation 70 E. Long Lake Road
Agree Realty Corp • October 3rd, 2022 • Real estate investment trusts • New York

The purpose of this letter agreement is to confirm the terms and conditions of the Transaction entered into between Morgan Stanley & Co. LLC (“Dealer”) and Agree Realty Corporation (“Counterparty”) on the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below.

TERM LOAN AGREEMENT Dated as of July 31, 2023 among AGREE REALTY CORPORATION, as the Parent, AGREE LIMITED PARTNERSHIP, as the Borrower, PNC BANK, NATIONAL ASSOCIATION, as Administrative Agent, and The Lenders Party Hereto PNC CAPITAL MARKETS LLC,...
Term Loan Agreement • August 1st, 2023 • Agree Realty Corp • Real estate investment trusts • New York

This TERM LOAN AGREEMENT (this “Agreement”) is entered into as of July 31, 2023 by and among AGREE REALTY CORPORATION, a Maryland corporation (the “Parent”), AGREE LIMITED PARTNERSHIP, a Delaware limited partnership (the “Borrower”), each of the Loan Parties from time to time party hereto, each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), PNC BANK, NATIONAL ASSOCIATION, as Administrative Agent, with PNC CAPITAL MARKETS LLC, CITIBANK, N.A., WELLS FARGO SECURITIES, LLC, and JPMORGAN CHASE BANK, N.A. as Joint Bookrunners, PNC CAPITAL MARKETS LLC, CITIBANK, N.A., WELLS FARGO SECURITIES, LLC, and JPMORGAN CHASE BANK, N.A., as Joint Lead Arrangers, CITIBANK, N.A., WELLS FARGO BANK, NATIONAL ASSOCIATION, and JPMORGAN CHASE BANK, N.A., and PNC CAPITAL MARKETS LLC, as Sustainability Coordinator.

EXHIBIT 10.2 FOURTH AMENDMENT TO LINE OF CREDIT AGREEMENT AND AMENDMENT AND AFFIRMATION OF LOAN DOCUMENTS
Line of Credit Agreement • August 14th, 2003 • Agree Realty Corp • Real estate investment trusts
AGREE LIMITED PARTNERSHIP, as Company, AGREE REALTY CORPORATION, as Guarantor, INDENTURE Dated as of August 17, 2020 U.S. BANK NATIONAL ASSOCIATION, as Trustee
Agree Realty Corp • August 18th, 2020 • Real estate investment trusts • New York

Indenture dated as of August 17, 2020 among Agree Limited Partnership, a Delaware limited partnership (the “Company”), Agree Realty Corporation, a Maryland corporation operating as a real estate investment trust (the “General Partner”), as Guarantor, and U.S. Bank National Association (the “Trustee”).

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EXHIBIT 10.1 AMENDED AND RESTATED LINE OF CREDIT AGREEMENT
Credit Agreement • November 13th, 2003 • Agree Realty Corp • Real estate investment trusts
EXHIBIT 10.1 PROJECT LOAN AGREEMENT
Project Loan Agreement • May 12th, 2003 • Agree Realty Corp • Real estate investment trusts • Michigan
AGREE REALTY CORPORATION Shares of Common Stock (Par Value $0.0001 Per Share) EQUITY DISTRIBUTION AGREEMENT Dated: September 2, 2022
Equity Distribution Agreement • September 2nd, 2022 • Agree Realty Corp • Real estate investment trusts • New York
Date: September 28, 2022 To: Agree Realty Corporation 70 E. Long Lake Road
Agree Realty Corp • October 3rd, 2022 • Real estate investment trusts • New York

The purpose of this letter agreement is to confirm the terms and conditions of the Transaction entered into between Citibank, N.A. (“Dealer”) and Agree Realty Corporation (“Counterparty”) on the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below.

EMPLOYMENT AGREEMENT
Employment Agreement • October 15th, 2020 • Agree Realty Corp • Real estate investment trusts • Michigan

This EMPLOYMENT AGREEMENT (this “Agreement”) is made effective as of the 1st day of October, 2020, by and between AGREE REALTY CORPORATION, a Maryland corporation (the “Company”), and JOEL AGREE (the “Executive”).

AGREE REALTY CORPORATION Shares of Common Stock (Par Value $0.0001 Per Share) EQUITY DISTRIBUTION AGREEMENT
Equity Distribution Agreement • September 2nd, 2022 • Agree Realty Corp • Real estate investment trusts • New York
UNDERWRITING AGREEMENT
Underwriting Agreement • June 15th, 2021 • Agree Realty Corp • Real estate investment trusts • New York

Agree Realty Corporation, a Maryland corporation (the “Company”), and Agree Limited Partnership, a Delaware limited partnership (the “Operating Partnership”), confirm their agreement with Citigroup Global Markets Inc. (“Citigroup”), and each of the other Underwriters, if any, named in Schedule I hereto (collectively, the “Underwriters,” which term shall also include any underwriter hereinafter substituted as provided in Section 11 hereof), for whom Citigroup is acting as representative (in such capacity, if and as applicable, the “Representative”) with respect to (i) the sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of 4,000,000 shares (the “Firm Shares”) of its common stock, par value $0.0001 per share (the “Common Stock”) and (ii) the grant by the Company to the Underwriters, acting severally and not jointly, of the option described in Section 2(b) hereof to purchase up to an additional 600,000 shares of Common Stock (the “Option Shares”)

AGREE REALTY CORPORATION 5,000,000 Shares of Common Stock (Par Value $0.0001 Per Share) UNDERWRITING AGREEMENT
Underwriting Agreement • October 3rd, 2022 • Agree Realty Corp • Real estate investment trusts • New York

Agree Realty Corporation, a Maryland corporation (the “Company”), Agree Limited Partnership, a Delaware limited partnership (the “Operating Partnership”), and Morgan Stanley & Co. LLC (“Morgan Stanley”) and Citigroup Global Markets Inc. (“Citigroup”) (Morgan Stanley and Citigroup, in their capacity as seller of Common Stock (as defined below), the “Forward Sellers”), at the request of the Company in connection with the Forward Sale Agreements (as defined below), confirm their agreement with each of the underwriters named in Schedule I hereto (collectively, the “Underwriters,” which term shall also include any underwriter hereinafter substituted as provided in Section 11 hereof), for whom Morgan Stanley and Citigroup are acting as representatives (in such capacity, if and as applicable, the “Representatives”) with respect to the sale by the Forward Sellers, acting severally and not jointly, and the purchase by the Underwriters, acting severally and not jointly, of an aggregate of 5,000,

AGREE LIMITED PARTNERSHIP $300,000,000 4.800% Notes due 2032 UNDERWRITING AGREEMENT
Underwriting Agreement • August 18th, 2022 • Agree Realty Corp • Real estate investment trusts • New York

Agree Limited Partnership, a Delaware limited partnership (the “Issuer”), Agree Realty Corporation, a Maryland corporation (the “Parent”), and each subsidiary of the Parent listed on Schedule III hereto as being a Subsidiary Guarantor (such subsidiaries, collectively, the “Subsidiary Guarantors” and together with the Parent, each a “Guarantor” and collectively the “Guarantors”), confirm their agreement with each of the Underwriters named in Schedule I hereto (collectively, the “Underwriters,” which term shall also include any underwriter hereinafter substituted as provided in Section 11 hereof), for whom Citigroup Global Markets Inc., Wells Fargo Securities, LLC and PNC Capital Markets LLC are acting as representatives (in such capacity, if and as applicable, the “Representatives”) with respect to the sale by the Issuer and the purchase by the Underwriters, acting severally and not jointly, of $300,000,000 aggregate principal amount of the Issuer’s 4.800% Notes due 2032 (the “Notes”),

UNDERWRITING AGREEMENT
Underwriting Agreement • June 19th, 2017 • Agree Realty Corp • Real estate investment trusts • New York

Agree Realty Corporation, a Maryland corporation (the “Company”), and Agree Limited Partnership, a Delaware limited partnership (the “Operating Partnership”), confirm their agreement with each of the Underwriters named in Schedule I hereto (collectively, the “Underwriters,” which term shall also include any underwriter hereinafter substituted as provided in Section 11 hereof), for whom Raymond James & Associates, Inc. and Wells Fargo Securities, LLC are acting as representatives (in such capacity, if and as applicable, the “Representatives”) with respect to (i) the sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of 2,100,000 shares (the “Firm Shares”) of its common stock, par value $0.0001 per share (the “Common Stock”) and (ii) the grant by the Company to the Underwriters, acting severally and not jointly, of the option described in Section 2(b) hereof to purchase up to an additional 315,000 shares of Common Stock (the “Option Shares”). The

THIRD AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT Dated as of December 15, 2021 among AGREE REALTY CORPORATION, as the Parent, AGREE LIMITED PARTNERSHIP, as the Borrower, PNC BANK, NATIONAL ASSOCIATION, as Administrative Agent, and The Lenders...
Revolving Credit Agreement • December 16th, 2021 • Agree Realty Corp • Real estate investment trusts • New York

This THIRD AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT (this “Agreement”) is entered into as of December 15, 2021 by and among AGREE REALTY CORPORATION, a Maryland corporation (the “Parent”), AGREE LIMITED PARTNERSHIP, a Delaware limited partnership (the “Borrower”), each of the Loan Parties from time to time party hereto, each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), PNC BANK, NATIONAL ASSOCIATION, as Administrative Agent, a Swing Line Lender and an L/C Issuer, and CITIBANK, N.A. and WELLS FARGO BANK, NATIONAL ASSOCIATION, each as a Swing Line Lender and an L/C Issuer, with PNC CAPITAL MARKETS LLC, CITIBANK, N.A. and WELLS FARGO SECURITIES, LLC, as Joint Book Managers, PNC CAPITAL MARKETS LLC, CITIBANK, N.A., WELLS FARGO SECURITIES, LLC, CAPITAL ONE, NATIONAL ASSOCIATION, REGIONS CAPITAL MARKETS and U.S. BANK NATIONAL ASSOCIATION, as Joint Lead Arrangers, CITIBANK, N.A. and WELLS FARGO SECURITIES, LLC, as Co-Syndication Agen

UNDERWRITING AGREEMENT
Underwriting Agreement • January 11th, 2021 • Agree Realty Corp • Real estate investment trusts • New York

Agree Realty Corporation, a Maryland corporation (the “Company”), and Agree Limited Partnership, a Delaware limited partnership (the “Operating Partnership”), confirm their agreement with Citigroup Global Markets Inc. (“Citigroup”), and each of the other Underwriters, if any, named in Schedule I hereto (collectively, the “Underwriters,” which term shall also include any underwriter hereinafter substituted as provided in Section 11 hereof), for whom Citigroup is acting as representative (in such capacity, if and as applicable, the “Representative”) with respect to (i) the sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of 3,000,000 shares (the “Firm Shares”) of its common stock, par value $0.0001 per share (the “Common Stock”) and (ii) the grant by the Company to the Underwriters, acting severally and not jointly, of the option described in Section 2(b) hereof to purchase up to an additional 450,000 shares of Common Stock (the “Option Shares”)

Form of Series 2018-A Note] Agree Limited Partnership 4.32% Senior Guaranteed Note, Series 2018-A, due September 26, 2030
Agree Realty Corp • October 22nd, 2018 • Real estate investment trusts

This Note is one of the Senior Guaranteed Notes, Series 2018-A (herein called the “Notes”) issued pursuant to the First Supplement dated as of September 26, 2018 to the Uncommitted Master Note Facility dated as of August 3, 2017 (as from time to time amended, the “Master Note Facility”), between Agree Realty Corporation (the “Parent Guarantor”), the Company, AIG Asset Management (U.S.), LLC and the Purchasers from time to time referred to therein and is entitled to the benefits thereof. Each holder of this Note will be deemed, by its acceptance hereof, to have (i) agreed to the confidentiality provisions set forth in Section 20 of the Master Note Facility and (ii) made the representations set forth in Section 6.2 of the Master Note Facility. Unless otherwise indicated, capitalized terms used in this Note shall have the respective meanings ascribed to such terms in the Master Note Facility.

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