Agree Realty Corp Sample Contracts

UNDERWRITING AGREEMENT
Underwriting Agreement • May 15th, 1997 • Agree Realty Corp • Real estate investment trusts • New York
EXHIBIT 10.6 FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP
Limited Partnership Agreement • March 28th, 1997 • Agree Realty Corp • Real estate investment trusts • Delaware
EXHIBIT 10.10 CONTRIBUTION AGREEMENT
Contribution Agreement • March 28th, 1997 • Agree Realty Corp • Real estate investment trusts • Michigan
CREDIT AGREEMENT Dated as of October 26, 2011 among AGREE LIMITED PARTNERSHIP, as the Borrower, BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, and The Other Lenders Party Hereto MERRILL LYNCH, PIERCE, FENNER & SMITH...
Credit Agreement • March 12th, 2012 • Agree Realty Corp • Real estate investment trusts • New York

This CREDIT AGREEMENT (“Agreement”) is entered into as of October 26, 2011 among 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”), BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, Merrill Lynch, Pierce, Fenner & Smith Incorporated and PNC Capital Markets LLC as Joint Lead Arrangers and Joint Book Managers, and PNC BANK, NATIONAL ASSOCIATION as Syndication Agent.

W I T N E S S E T H:
Loan Modification Agreement • March 28th, 1997 • Agree Realty Corp • Real estate investment trusts • Wisconsin
EXHIBIT 4.1 RIGHTS AGREEMENT
Rights Agreement • November 13th, 2009 • Agree Realty Corp • Real estate investment trusts • Maryland
EXHIBIT 10.1 AMENDED AND RESTATED LINE OF CREDIT AGREEMENT
Line of Credit Agreement • November 13th, 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
Indenture • August 18th, 2020 • Agree Realty Corp • 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”).

FIRST AMENDMENT TO TERM LOAN AGREEMENT
Term Loan Agreement • August 8th, 2024 • 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.

Date: October 24, 2024 To: Agree Realty Corporation 32301 Woodward Avenue
Registered Forward Transaction • October 28th, 2024 • Agree Realty Corp • 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 Wells Fargo, National Association (“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.

FOURTH AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT Dated as of August 8, 2024 among AGREE REALTY CORPORATION, as the Parent, AGREE LIMITED PARTNERSHIP, as the Borrower, PNC BANK, NATIONAL ASSOCIATION, as Administrative Agent, and The Lenders Party...
Revolving Credit Agreement • August 8th, 2024 • Agree Realty Corp • Real estate investment trusts • New York

This FOURTH AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT (this “Agreement”) is entered into as of August 8, 2024 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 and an L/C Issuer, and CITIBANK, N.A. and WELLS FARGO BANK, NATIONAL ASSOCIATION, each as 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, REGIONS CAPITAL MARKETS, JPMORGAN CHASE BANK, N.A., U.S. BANK NATIONAL ASSOCIATION, and MIZUHO BANK, LTD., as Joint Lead Arrangers, CITIBANK, N.A. and WELLS FARGO SECURITIES, LLC, as Co-Syndication Agents, REGIONS BANK, JPMORGAN CHASE BA

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
FIRST AMENDMENT TO THIRD AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT
Revolving Credit Agreement • February 14th, 2023 • Agree Realty Corp • Real estate investment trusts • New York
AGREE REALTY CORPORATION 4,500,000 Shares of Common Stock (Par Value $0.0001 Per Share) UNDERWRITING AGREEMENT
Underwriting Agreement • April 25th, 2025 • 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 BofA Securities, Inc. (“BofA”), in its capacity as seller of Common Stock (as defined below), the “Forward Seller”), at the request of the Company in connection with the Forward Sale Agreement (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 BofA is acting as representative (in such capacity, if and as applicable, the “Representative”) with respect to the sale by the Forward Seller and the purchase by the Underwriters, acting severally and not jointly, of an aggregate of 4,500,000 shares (the “Borrowed Firm Shares”) of the Company’s common stock, par value $0.0001 per share (“Common Stock”), and the grant to the Underwriters, acting

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
AGREE LIMITED PARTNERSHIP $400,000,000 5.600% Notes due 2035 UNDERWRITING AGREEMENT
Underwriting Agreement • May 16th, 2025 • 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 J.P. Morgan Securities LLC, Mizuho Securities USA LLC, PNC Capital Markets LLC and Wells Fargo Securities, 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 $400,000,000 aggregate principal amount of the Issuer’s 5.600% No

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

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”)

EXHIBIT 10.1 PROJECT LOAN AGREEMENT
Project Loan Agreement • May 12th, 2003 • Agree Realty Corp • Real estate investment trusts • Michigan
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
Senior Guaranteed Note • October 22nd, 2018 • Agree Realty Corp • 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.

60,000,000 4.42% Senior Guaranteed Notes due July 28, 2028 Note Purchase Agreement Dated as of July 28, 2016
Note Purchase Agreement • October 24th, 2016 • Agree Realty Corp • Real estate investment trusts • New York
AGREE REALTY CORPORATION Shares of Common Stock (Par Value $0.0001 Per Share) EQUITY DISTRIBUTION AGREEMENT
Equity Distribution Agreement • July 26th, 2019 • Agree Realty Corp • Real estate investment trusts • New York
AGREE REALTY CORPORATION Bloomfield Hills, Michigan 48304
Letter Agreement of Employment • November 1st, 2017 • Agree Realty Corp • Real estate investment trusts • Michigan

This Letter Agreement (“Letter Agreement”) sets forth the terms and conditions by which Agree Realty Corporation (“ADC” or the “Company”) retains Your services.