Issuance and Sale Agreement Sample Contracts

December 10, 2021 GLP Capital, L.P. Gaming and Leisure Properties, Inc.
Issuance and Sale Agreement • December 10th, 2021 • Gaming & Leisure Properties, Inc. • Real estate investment trusts
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September 15, 2020
Issuance and Sale Agreement • September 15th, 2020 • Broadstone Net Lease, Inc. • Real estate investment trusts
May 14, 2021
Issuance and Sale Agreement • May 14th, 2021 • Agree Realty Corp • Real estate investment trusts

Re: Agree Realty Corporation, a Maryland corporation (the “Company”) -- Issuance and sale of $350,000,000 aggregate principal amount of 2.000% Notes due 2028 (the “2028 Notes”) and $300,000,000 aggregate principal amount of 2.600% Notes due 2033 (the “2033 Notes” and together with the 2028 Notes, the “Notes”) by Agree Limited Partnership, a Delaware limited partnership of which the Company acts as the general partner (the “Operating Partnership”), pursuant to a Registration Statement on Form S-3 (Registration No. 333-238729) filed with the United States Securities and Exchange Commission (the “Commission”) on May 27, 2020, as amended by Post-Effective Amendment No. 1 filed with the Commission on August 12, 2020 and Post-Effective Amendment No. 2 filed with the Commission on May 5, 2021 (the “Registration Statement”)

April 13, 2016 GLP Capital, L.P. Gaming and Leisure Properties, Inc.
Issuance and Sale Agreement • April 13th, 2016 • Gaming & Leisure Properties, Inc. • Real estate investment trusts
November 15, 2012 SL Green Realty Corp.
Issuance and Sale Agreement • November 15th, 2012 • Sl Green Operating Partnership, L.P. • Real estate investment trusts
August 22, 2022
Issuance and Sale Agreement • August 22nd, 2022 • Agree Realty Corp • Real estate investment trusts

Re: Agree Realty Corporation, a Maryland corporation (the “Company”) -- Issuance and sale of $300,000,000 aggregate principal amount of 4.800% Notes due 2032 (the “Notes”) by Agree Limited Partnership, a Delaware limited partnership of which the Company acts as the general partner (the “Operating Partnership”), pursuant to a Registration Statement on Form S-3 (Registration No. 333-238729) filed with the United States Securities and Exchange Commission (the “Commission”) on May 27, 2020, as amended by Post-Effective Amendment No. 1 filed with the Commission on August 12, 2020, Post-Effective Amendment No. 2 filed with the Commission on May 5, 2021 and Post-Effective Amendment No. 3 filed with the Commission on August 15, 2022 (the “Registration Statement”)

JONES DAY PARTNERSHIP CONSTITUEE SELON LE DROIT DE L’OHIO, USA AVOCATS AU BARREAU DE PARIS 2, RUE SAINT-FLORENTIN • 75001 PARIS TELEPHONE: (0)1.56.59.39.39 • FACSIMILE: (0)1.56.59.39.38 • TOQUE J 001
Issuance and Sale Agreement • February 7th, 2023 • Cellectis S.A. • Biological products, (no disgnostic substances)

We are acting as special French counsel for Cellectis S.A. (the “Company”), a French société anonyme, in connection with the issuance and sale by the Company of 8,800,000 ordinary shares, par value €0.05 (the “New Shares”) to be delivered in the form of an aggregate of 8,800,000 American depositary shares (the “ADSs”), each ADS representing one ordinary share of the Company. The New Shares are included in the shelf registration statement on Form F-3 (No. 333-265826) filed by the Company with the Securities and Exchange Commission (“SEC”) on June 24, 2022, as amended, in the form in which it became effective on July 7, 2022 (the “Form F-3”), including the final prospectus supplement filed by the Company pursuant to Rule 424(b) under the Securities Act on February 2, 2023, relating to the New Shares underlying the ADSs (the “Prospectus Supplement” and, together with the Form F-3, the “Prospectus”). The New Shares will be issued and subscribed pursuant to the underwriting agreement (the “

August 17, 2020 Agree Realty Corporation Agree Limited Partnership
Issuance and Sale Agreement • August 18th, 2020 • Agree Realty Corp • Real estate investment trusts
October 30, 2017 SL Green Realty Corp.
Issuance and Sale Agreement • October 30th, 2017 • Sl Green Operating Partnership, L.P. • Real estate investment trusts
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