0001144204-10-020804 Sample Contracts

AGREE REALTY CORPORATION 1,300,000 Shares of Common Stock (Par Value $0.0001 Per Share) UNDERWRITING AGREEMENT
Underwriting Agreement • April 16th, 2010 • Agree Realty Corp • Real estate investment trusts • New York

Agree Realty Corporation, a Maryland corporation (the “Company”) and the sole general partner of Agree Limited Partnership, a Delaware limited partnership (the “Operating Partnership”), proposes to issue and sell to you, as the sole Underwriter (the “Underwriter”), 1,300,000 shares (the “Firm Shares”) of its common stock, par value $0.0001 per share (the “Common Stock”). The Company also proposes to grant to the Underwriter an option to purchase up to an additional 195,000 shares of Common Stock solely to cover over-allotments (the “Option Shares”; the Option Shares, together with the Firm Shares, hereinafter called the “Shares”).

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