0001104659-20-039970 Sample Contracts

AGREE REALTY CORPORATION Shares of Common Stock (Par Value $0.0001 Per Share) EQUITY DISTRIBUTION AGREEMENT Dated: March 30, 2020 Page
Equity Distribution Agreement • March 30th, 2020 • Agree Realty Corp • Real estate investment trusts • New York

The undersigned, Joel Agree and Clayton R. Thelen, the duly qualified and elected Chief Executive Officer and President, and Chief Financial Officer and Secretary, respectively, of Agree Realty Corporation, a Maryland corporation (the “Company”), do hereby certify on behalf of the Company, for itself and in its capacity as sole member of the general partner of Agree Limited Partnership, a Delaware limited partnership (the “Operating Partnership”), pursuant to Section 7(o) of those certain Equity Distribution Agreements dated March 30, 2020 (the “Non-Forward Agreements”), among the Company and the Operating Partnership, on the one hand, and each of Robert W. Baird & Co. Incorporated, Stifel, Nicolaus & Company, Incorporated, Sun Trust Robinson Humphrey, Inc. and Capital One Securities, Inc.as managers (collectively, the “Non-Forward Managers”), and those certain Equity Distribution Agreements dated March 30, 2020 (together with the Non-Forward Agreements, the “Agreements”), among the Co

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AGREE REALTY CORPORATION Shares of Common Stock (Par Value $0.0001 Per Share) EQUITY DISTRIBUTION AGREEMENT Dated: March 30, 2020
Equity Distribution Agreement • March 30th, 2020 • Agree Realty Corp • Real estate investment trusts • New York

The undersigned, Joel Agree and Clayton R. Thelen, the duly qualified and elected Chief Executive Officer and President, and Chief Financial Officer and Secretary, respectively, of Agree Realty Corporation, a Maryland corporation (the “Company”), do hereby certify on behalf of the Company, for itself and in its capacity as sole member of the general partner of Agree Limited Partnership, a Delaware limited partnership (the “Operating Partnership”), pursuant to Section 7(o) of those certain Equity Distribution Agreements dated March 30, 2020 (the “Non-Forward Agreements”), among the Company and the Operating Partnership, on the one hand, and each of Robert W. Baird & Co. Incorporated, Stifel, Nicolaus & Company, Incorporated, Sun Trust Robinson Humphrey, Inc. and Capital One Securities, Inc.as managers (collectively, the “Non-Forward Managers”), and those certain Equity Distribution Agreements dated March 30, 2020 (together with the Non-Forward Agreements, the “Agreements”), among the Co

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