AGREE REALTY CORP (Form: 10-Q, Received: 07/22/2019 16:36:16)

Asset Derivatives

June 30, 2019

December 31, 2018

Fair Value

Fair Value

Derivatives designated as cash flow hedges:

Interest Rate Swaps

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

Mark One


☒	Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended June 30, 2019, or


☐	Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Commission File Number 1-12928

AGREE REALTY CORPORATION

(Exact name of registrant as specified in its charter)


Maryland		38-3148187
State or Other Jurisdiction of Incorporation or		(I.R.S. Employer Identification No.)
Organization

70 E. Long Lake Road, Bloomfield Hills, Michigan 48304

(Address of Principal Executive Offices)

Registrant’s telephone number, including area code: (248) 737-4190

Securities registered pursuant to Section 12(b) of the Act:


Title of Each Class	Trading Symbol(s)	Name of Each Exchange on Which Registered
Common Stock, $0.0001 par value	ADC	New York Stock Exchange

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.


Yes	☒	No	◻

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).


Yes	☒	No	◻

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large Accelerated Filer	☒	Accelerated Filer	◻	Non-accelerated Filer	◻	Smaller reporting company	☐	Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).


Yes	☐	No	☒

As of July 19, 2019, the Registrant had 41,967,223 shares of common stock issued and outstanding.

Table of Contents

AGREE REALTY CORPORATION

Index to Form 10-Q


		Page

PART I	Financial Information

Item 1:	Interim Condensed Consolidated Financial Statements (Unaudited)

	Condensed Consolidated Balance Sheets as of June 30, 2019 and December 31, 2018	1

	Condensed Consolidated Statements of Income and Comprehensive Income for the three and six months ended June 30, 2019 and 2018	3

	Condensed Consolidated Statements of Equity for the three and six months ended June 30, 2019 and 2018	4

	Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2019 and 2018	6

	Notes to Condensed Consolidated Financial Statements	7

Item 2:	Management’s Discussion and Analysis of Financial Condition and Results of Operations	29

Item 3:	Quantitative and Qualitative Disclosures about Market Risk	39

Item 4:	Controls and Procedures	42

PART II

Item 1:	Legal Proceedings	43

Item 1A:	Risk Factors	43

Item 2:	Unregistered Sales of Equity Securities and Use of Proceeds	43

Item 3:	Defaults Upon Senior Securities	43

Item 4:	Mine Safety Disclosures	43

Item 5:	Other Information	43

Item 6:	Exhibits	44

SIGNATURES		45

Table of Contents

AGREE REALTY CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except share and per-share data)

(Unaudited)

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements


	June 30,		December 31,
	2019		2018

ASSETS
Real Estate Investments
Land	$	638,946	$	553,704
Buildings		1,375,773		1,194,985
Less accumulated depreciation		(112,951)		(100,312)
		1,901,768		1,648,377
Property under development		16,950		12,957
Net Real Estate Investments		1,918,718		1,661,334

Real Estate Held for Sale, net		2,074		—

Cash and Cash Equivalents		5,520		53,955

Cash Held in Escrows		16,909		20

Accounts Receivable - Tenants		24,914		21,547

Lease intangibles, net of accumulated amortization of
$74,995 and $62,543 at June 30, 2019 and December 31, 2018, respectively		307,303		280,153

Other Assets, net		29,005		11,180

Total Assets	$	2,304,443	$	2,028,189

See accompanying notes to condensed consolidated financial statements.

Table of Contents

AGREE REALTY CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except share and per-share data)

(Unaudited)


	June 30,		December 31,
	2019		2018
LIABILITIES
Mortgage Notes Payable, net	$	59,670	$	60,926

Unsecured Term Loans, net		237,980		256,419

Senior Unsecured Notes, net		384,143		384,064

Unsecured Revolving Credit Facility		54,000		19,000

Dividends and Distributions Payable		24,119		21,031

Accounts Payable, Accrued Expenses, and Other Liabilities		48,700		21,045

Lease intangibles, net of accumulated amortization of
$17,426 and $15,177 at June 30, 2019 and December 31, 2018, respectively		27,908		27,218

Total Liabilities		836,520		789,703

EQUITY
Common stock, $.0001 par value, 90,000,000 shares authorized, 41,967,282 and 37,545,790 shares issued and outstanding at June 30, 2019 and December 31, 2018, respectively		4		4
Preferred Stock, $.0001 par value per share, 4,000,000 shares authorized		—		—
Additional paid-in-capital		1,522,644		1,277,592
Dividends in excess of net income		(51,298)		(42,945)
Accumulated other comprehensive income (loss)		(5,711)		1,424

Total Equity - Agree Realty Corporation		1,465,639		1,236,075
Non-controlling interest		2,284		2,411
Total Equity		1,467,923		1,238,486

Total Liabilities and Equity	$	2,304,443	$	2,028,189

See accompanying notes to condensed consolidated financial statements.

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AGREE REALTY CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME

(In thousands, except share and per-share data)

(Unaudited)


	Three Months Ended				Six Months Ended
	June 30, 2019		June 30, 2018		June 30, 2019		June 30, 2018
Revenues
Rental Income	$	44,875	$	33,076	$	87,219	$	65,308
Other		45		92		49		138
Total Revenues		44,920		33,168		87,268		65,446

Operating Expenses
Real estate taxes		3,720		2,624		7,342		5,001
Property operating expenses		1,496		1,238		3,235		2,755
Land lease expense		372		176		568		339
General and administrative		3,880		3,110		7,914		6,018
Depreciation and amortization		10,836		8,046		20,700		15,806
Provision for impairment		1,193		1,163		1,609		1,163
Total Operating Expenses		21,497		16,357		41,368		31,082

Income from Operations		23,423		16,811		45,900		34,364

Other (Expense) Income
Interest expense, net		(7,455)		(5,961)		(15,012)		(11,426)
Gain (loss) on sale of assets, net		2,949		2,434		6,376		7,032
Income tax expense		(195)		(216)		(26)		(266)
Net Income		18,722		13,068		37,238		29,704

Less Net Income Attributable to Non-Controlling Interest		158		145		327		329

Net Income Attributable to Agree Realty Corporation	$	18,564	$	12,923	$	36,911	$	29,375

Net Income Per Share Attributable to Agree Realty Corporation
Basic	$	0.45	$	0.42	$	0.94	$	0.95
Diluted	$	0.45	$	0.41	$	0.92	$	0.94

Other Comprehensive Income
Net income	$	18,722	$	13,068	$	37,238	$	29,704
Other Comprehensive Income (Loss) - Change in Fair Value and Settlement of Interest Rate Swaps		(3,794)		792		(7,199)		2,712
Total Comprehensive Income		14,928		13,860		30,039		32,416
Less Comprehensive Income Attributable to Non-Controlling Interest		125		154		264		359

Comprehensive Income Attributable to Agree Realty Corporation	$	14,803	$	13,706	$	29,775	$	32,057

Weighted Average Number of Common Shares Outstanding - Basic		40,612,372		30,821,185		39,058,743		30,811,383

Weighted Average Number of Common Shares Outstanding - Diluted		41,141,659		31,222,221		39,745,337		31,036,694

See accompanying notes to condensed consolidated financial statements.

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AGREE REALTY CORPORATION

CONDENSED CONSOLIDATED STATEMENT OF EQUITY

(In thousands, except share and per-share data)

(Unaudited)


								Accumulated
						Dividends in		Other
	Common Stock			Additional		excess of net		Comprehensive		Non-Controlling		Total
	Shares	Amount		Paid-In Capital		income		Income (Loss)		Interest		Equity
Balance, December 31, 2018	37,545,790	$	4	$	1,277,592	$	(42,945)	$	1,424	$	2,411	$	1,238,486
Issuance of common stock, net of issuance costs	874,268		—		57,845		—		—		—		57,845
Repurchase of common shares	(21,868)		—		(1,398)		—		—		—		(1,398)
Issuance of restricted stock under the Omnibus Incentive Plan	56,592		—		—		—		—		—		—
Stock-based compensation	—		—		913		—		—		—		913
Dividends and distributions declared for the period	—		—		—		(21,342)		—		(193)		(21,535)
Other comprehensive income (loss) - change in fair value of interest rate swaps	—		—		—		—		(3,374)		(31)		(3,405)
Net income	—		—		—		18,347		—		169		18,516
Balance, March 31, 2019	38,454,782	$	4	$	1,334,952	$	(45,940)	$	(1,950)	$	2,356	$	1,289,422
Issuance of common stock, net of issuance costs	3,512,500		—		186,667		—		—		—		186,667
Stock-based compensation	—		—		1,025		—		—		—		1,025
Dividends and distributions declared for the period	—		—		—		(23,922)		—		(197)		(24,119)
Other comprehensive income (loss) - change in fair value and settlement of interest rate swaps	—		—		—		—		(3,761)		(33)		(3,794)
Net income	—		—		—		18,564		—		158		18,722
Balance, June 30, 2019	41,967,282	$	4	$	1,522,644	$	(51,298)	$	(5,711)	$	2,284	$	1,467,923

Cash dividends declared per:
Common shares - for the three months ended March 31, 2019		$	0.555
Common shares - for the three months ended June 30, 2019		$	0.570

See accompanying notes to condensed consolidated financial statements.

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AGREE REALTY CORPORATION

CONDENSED CONSOLIDATED STATEMENT OF EQUITY

(In thousands, except share and per-share data)

(Unaudited)


								Accumulated
						Dividends in		Other
	Common Stock			Additional		excess of net		Comprehensive		Non-Controlling		Total
	Shares	Amount		Paid-In Capital		income		Income (Loss)		Interest		Equity
Balance, December 31, 2017	31,004,900	$	3	$	936,046	$	(28,763)	$	1,375	$	2,529	$	911,190
Issuance of common stock, net of issuance costs	—		—		(93)		—		—		—		(93)
Repurchase of common shares	(22,071)		—		(1,074)		—		—		—		(1,074)
Issuance of restricted stock under the Omnibus Incentive Plan	50,841		—		—		—		—		—		—
Forfeiture of restricted stock	(411)		—		—		—		—		—		—
Stock-based compensation	—		—		602		—		—		—		602
Dividends and distributions declared for the period	—		—		—		(16,137)		—		(181)		(16,318)
Other comprehensive income (loss) - change in fair value of interest rate swaps	—		—		—		—		1,899		21		1,920
Net income	—		—		—		16,451		—		185		16,636
Balance, March 31, 2018	31,033,259	$	3	$	935,481	$	(28,449)	$	3,274	$	2,554	$	912,863
Issuance of common stock, net of issuance costs	—		—		(339)		—		—		—		(339)
Stock-based compensation	—		—		686		—		—		—		686
Dividends and distributions declared for the period	—		—		—		(16,759)		—		(187)		(16,946)
Other comprehensive income (loss) - change in fair value and settlement of interest rate swaps	—		—		—		—		783		9		792
Net income	—		—		—		12,924		—		144		13,068
Balance, June 30, 2018	31,033,259	$	3	$	935,828	$	(32,284)	$	4,057	$	2,520	$	910,124

Cash dividends declared per:
Common shares - for the three months ended March 31, 2018		$	0.520
Common shares - for the three months ended June 30, 2018		$	0.540

See accompanying notes to condensed consolidated financial statements.

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AGREE REALTY CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)


	Six Months Ended
	June 30, 2019		June 30, 2018
Cash Flows from Operating Activities
Net income	$	37,238	$	29,704
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		20,700		15,806
Amortization from above (below) lease intangibles, net		6,501		4,756
Amortization from financing and credit facility costs		650		500
Stock-based compensation		1,938		1,288
Provision for impairment		1,609		1,163
Settlement of interest rate swap		802		—
(Gain) loss on sale of assets		(6,376)		(7,032)
(Increase) decrease in accounts receivable		(3,837)		(4,143)
(Increase) decrease in other assets		(963)		(754)
Increase (decrease) in accounts payable, accrued expenses, and other liabilities		(663)		(4,250)
Net Cash Provided by Operating Activities		57,599		37,038

Cash Flows from Investing Activities
Acquisition of real estate investments and other assets		(320,930)		(199,608)
Development of real estate investments and other assets
(including capitalized interest of $203 in 2019 and $292 in 2018)		(10,363)		(8,818)
Payment of leasing costs		(224)		(10)
Net proceeds from sale of assets		26,803		30,385
Net Cash Used In Investing Activities		(304,714)		(178,051)

Cash Flows from Financing Activities
Proceeds (costs) from common stock offerings, net		244,512		(432)
Repurchase of common shares		(1,398)		(1,074)
Unsecured revolving credit facility borrowings (repayments), net		35,000		152,000
Payments of mortgage notes payable		(1,353)		(26,267)
Payments of unsecured term loans		(18,543)		(381)
Dividends paid		(42,180)		(32,260)
Distributions to Non-Controlling Interest		(386)		(361)
Payments for financing costs		(83)		(8)
Net Cash Provided by Financing Activities		215,569		91,217

Net Increase (Decrease) in Cash and Cash Equivalents		(31,546)		(49,796)
Cash and cash equivalents and cash held in escrow, beginning of period		53,975		58,782
Cash and cash equivalents and cash held in escrow, end of period	$	22,429	$	8,986

Supplemental Disclosure of Cash Flow Information
Cash paid for interest (net of amounts capitalized)	$	15,510	$	10,842
Cash paid for income tax	$	748	$	368

Supplemental Disclosure of Non-Cash Investing and Financing Activities
Operating lease right of use assets added upon implementation of leases standard on January 1, 2019	$	7,505	$	—
Additional operating lease right of use assets added under new ground leases after January 1, 2019	$	12,167	$	—
Dividends and limited partners’ distributions declared and unpaid	$	24,119	$	16,946
Accrual of development, construction and other real estate investment costs	$	6,588	$	570

See accompanying notes to condensed consolidated financial statements.

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AGREE REALTY CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2019

(Unaudited)

Note 1 – Organization

Agree Realty Corporation (the “Company”), a Maryland corporation, is a fully integrated real estate investment trust (“REIT”) primarily focused on the ownership, acquisition, development and management of retail properties net leased to industry leading tenants. The Company was founded in 1971 by its current Executive Chairman, Richard Agree, and our common stock was listed on the New York Stock Exchange (“NYSE”) in 1994.

Our assets are held by, and all of our operations are conducted through, directly or indirectly, Agree Limited Partnership (the “Operating Partnership”), of which Agree Realty Corporation is the sole general partner and in which it held a 99.2% interest as of June 30, 2019. Under the partnership agreement of the Operating Partnership, the Company, as the sole general partner, has exclusive responsibility and discretion in the management and control of the Operating Partnership.

The terms “Agree Realty,” the "Company," “Management,” "we,” “our” or "us" refer to Agree Realty Corporation and all of its consolidated subsidiaries, including the Operating Partnership.

Note 2 – Summary of Significant Accounting Policies

Basis of Accounting and Principles of Consolidation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for audited financial statements. The unaudited condensed consolidated financial statements reflect all adjustments which are, in the opinion of management, necessary for a fair presentation of the results for the interim period presented. Operating results for the three and six months ended June 30, 2019 may not be indicative of the results that may be expected for the year ending December 31, 2019. Amounts as of December 31, 2018 included in the condensed consolidated financial statements have been derived from the audited consolidated financial statements as of that date. The unaudited condensed consolidated financial statements, included herein, should be read in conjunction with the audited consolidated financial statements and notes thereto, as well as Management’s Discussion and Analysis of Financial Condition and Results of Operations, in our Form 10-K for the year ended December 31, 2018.

The unaudited condensed consolidated financial statements include the accounts of the Company, the Operating Partnership and its wholly-owned subsidiaries. All material intercompany accounts and transactions have been eliminated.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of (1) assets and liabilities and the disclosure of contingent assets and liabilities as of the date of the financial statements, and (2) revenues and expenses during the reporting period. Actual results could differ from those estimates.

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Reclassifications

The Company adopted Financial Accounting Standards Board (“FASB”) Accounting Standards Codification 842 Leases (“ASC 842”) using the modified retrospective approach as of January 1, 2019 and elected to apply the transition provisions of the standard at the beginning of the period of adoption. The Company adopted the practical expedient in ASC 842 that alleviates the requirement to separately present lease and non-lease rental income. As a result, all income earned pursuant to tenant leases is reflected as one line, “Rental Income,” in the 2019 condensed consolidated statement of operations. To facilitate comparability, the Company has reclassified prior periods’ lease and non-lease income consistently with the classification employed in 2019.

The Company recognizes above- and below-market lease intangibles in connection with most acquisitions of real estate (see Accounting for Acquisitions of Real Estate below). The capitalized above- and below-market lease intangibles are amortized over the remaining term of the related leases. The Company historically presented this amortization as a component of Depreciation and Amortization expense within the Consolidated Statement of Income and Comprehensive Income. During 2019, the Company changed this classification to recognize this amortization as an adjustment of Rental Income. The prior period results have been reclassified to conform to the current year classification. The Company incurred amortization of capitalized above- and below-market lease intangibles of $3.2 million and $2.5 million for the three months ended June 30, 2019 and 2018, respectively and $6.5 million and $4.8 million for the six months ended June 30, 2019 and 2018, respectively.

Certain other reclassifications have been made to prior year financial statements to conform to classifications used in the current year. These reclassifications had no impact on net income or shareholders’ equity as previously reported.

Segment Reporting

The Company is primarily in the business of acquiring, developing and managing retail real estate which is considered to be one reportable segment. The Company has no other reportable segments.

Real Estate Investments

The Company records the acquisition of real estate at cost, including acquisition and closing costs. For properties developed by the Company, all direct and indirect costs related to planning, development and construction, including interest, real estate taxes and other miscellaneous costs incurred during the construction period, are capitalized for financial reporting purposes and recorded as property under development until construction has been completed. Assets are classified as held for sale based on specific criteria as outlined in ASC 360, Property, Plant & Equipment. Properties classified as “held for sale” are recorded at the lower of their carrying value or their fair value, less anticipated selling costs. Any properties classified as held for sale are not depreciated. Assets are generally classified as held for sale once management has actively engaged in marketing the asset and has received a firm purchase commitment that is expected to close within one year. The Company classified one operating property as held for sale at June 30, 2019, the assets for which are separately presented in the Condensed Consolidated Balance Sheet.

Real estate held for sale consisted of the following as of June 30, 2019 and December 31, 2018 (in thousands):


	June 30, 2019		December 31, 2018

Land	$	1,104	$	-
Building		2,043		-
		3,147		-
Accumulated depreciation and amortization		(1,073)		-
Total Real Estate Held for Sale, net	$	2,074	$	-

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Accounting for Acquisitions of Real Estate

The acquisition of property for investment purposes is typically accounted for as an asset acquisition. The Company allocates the purchase price to land, buildings and identified intangible assets and liabilities, based in each case on their relative estimated fair values and without giving rise to goodwill. Intangible assets and liabilities represent the value of in-place leases and above- or below-market leases. In making estimates of fair values, the Company may use a number of sources, including data provided by independent third parties, as well as information obtained by the Company as a result of its due diligence, including expected future cash flows of the property and various characteristics of the markets where the property is located.

In allocating the fair value of the identified intangible assets and liabilities of an acquired property, in-place lease intangibles are valued based on the Company’s estimates of costs related to tenant acquisition and the carrying costs that would be incurred during the time it would take to locate a tenant if the property were vacant, considering current market conditions and costs to execute similar leases at the time of the acquisition. In-place lease intangible assets are amortized to amortization expense over the remaining term of the related leases. Above- and below-market lease intangibles are recorded based on the present value of the difference between the contractual amounts to be paid pursuant to the leases at the time of acquisition and the Company’s estimate of current market lease rates for the property. The capitalized above- and below-market lease intangibles are amortized over the non-cancelable term of the lease unless the Company believes it is reasonably certain that the tenant will renew the lease for an option term in which case the Company amortizes the value attributable to the renewal over the renewal period. Above- and below-market lease intangibles are amortized as a net reduction of rental income (see Reclassifications above).

Cash and Cash Equivalents

The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. Cash and cash equivalents consist of cash and money market accounts. The account balances periodically exceed the Federal Deposit Insurance Corporation (“FDIC”) insurance coverage, and as a result, there is a concentration of credit risk related to amounts on deposit in excess of FDIC insurance coverage. We had $21.3 million and $52.7 million in cash and cash held in escrow as of June 30, 2019 and December 31, 2018, respectively, in excess of the FDIC insured limit.

Accounts Receivable – Tenants

The Company reviews the collectability of charges under its tenant operating leases on a regular basis, taking into consideration changes in factors such as the tenant’s payment history, the financial condition of the tenant, business conditions in the industry in which the tenant operates and economic conditions in the area where the property is located. In the event that the collectability with respect to any tenant changes, beginning with the adoption of ASC 842 as of January 1, 2019, the Company recognizes an adjustment to rental income. Prior to the adoption of ASC 842, the Company recognized a provision for uncollectible amounts or a direct write-off of the specific rent receivable. The Company’s review of collectability of charges under its operating leases includes any accrued rental revenues related to the straight-line method of reporting rental revenue.

The Company’s leases provide for reimbursement from tenants for common area maintenance (“CAM”), insurance, real estate taxes and other operating expenses. A portion of our operating cost reimbursements is estimated each period and is recognized as revenue in the period the recoverable costs are incurred and accrued. Receivables from operating cost reimbursements are included in our Accounts Receivable - Tenants line item in our condensed consolidated balance sheets. The balance of unbilled operating cost reimbursement receivable at June 30, 2019 and December 31, 2018 was $2.7 million and $3.3 million, respectively.

In addition, many of the Company’s leases contain escalations for which we recognize revenue on a straight-line basis over the non-cancelable lease term. This method results in revenue in the early years of a lease being higher than actual cash received, creating a straight-line rental income receivable asset which is included in the Accounts Receivable - Tenants line item in our condensed consolidated balance sheets. The balance of straight-line rental income receivables at June 30, 2019 and December 31, 2018 was $19.4 million and $16.7 million, respectively. To the extent any of the

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tenants under these leases becomes unable to pay its contractual cash rents, the Company may be required to write-off the straight-line receivable from the tenants, which would reduce rental income.

Sales Tax

The Company collects various taxes from tenants and remits these amounts, on a net basis, to the applicable taxing authorities.

Unamortized Deferred Expenses

Deferred expenses recognized as Lease Intangibles and within Other Assets, net on the condensed consolidated balance sheets include debt financing costs related to the Company’s revolving credit facility, leasing costs and lease intangibles, and are amortized as follows: (i) debt financing costs related to the line of credit on a straight-line basis to interest expense over the term of the related loan, which approximates the effective interest method; (ii) leasing costs on a straight-line basis to amortization expense over the term of the related lease entered into; (iii) in-place lease intangibles on a straight-line basis to amortization expense over the remaining term of the related lease acquired; and (iv) above- and below- market lease intangibles on a straight-line basis as a net reduction of rental income over the remaining lease term. See Reclassifications above regarding changes in presentation relating to above-and below- market lease intangibles.

The following schedule summarizes the Company’s amortization of deferred expenses for the three and six months ended June 30, 2019 and 2018 (in thousands):


	Three months ended				Six Months Ended
	June 30, 2019		June 30, 2018		June 30, 2019		June 30, 2018

Deferred Financing Costs	$	143	$	101	$	285	$	202
Leasing Costs		81		41		161		84
Lease Intangibles (In-place)		2,392		2,014		4,443		4,006
Lease Intangibles (Above-Market)		4,360		3,619		8,734		6,963
Lease Intangibles (Below-Market)		(1,135)		(1,106)		(2,233)		(2,207)
Total	$	5,841	$	4,669	$	11,390	$	9,048

The following schedule represents estimated future amortization of deferred expenses as of June 30, 2019 (in thousands):


	2019
Year Ending December 31,	(remaining)		2020		2021		2022		2023		Thereafter		Total

Deferred Financing Costs	$	271	$	542	$	28	$	—	$	—	$	—	$	841
Leasing Costs		161		402		383		371		313		1,085		2,715
Lease Intangibles (In-place)		5,303		10,077		9,566		8,753		8,077		47,936		89,712
Lease Intangibles (Above-Market)		8,685		17,580		17,391		17,098		16,298		140,539		217,591
Lease Intangibles (Below-Market)		(2,332)		(4,585)		(4,263)		(3,364)		(2,793)		(10,571)		(27,908)
Total	$	12,088	$	24,016	$	23,105	$	22,858	$	21,895	$	178,989	$	282,951

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Earnings per Share

Basic earnings per share has been computed by dividing net income less net income attributable to unvested restricted shares by the weighted average number of common shares outstanding less unvested restricted shares. Diluted earnings per share is computed by dividing net income by the weighted average common shares and potentially dilutive common shares outstanding in accordance with the treasury stock method.

The following is a reconciliation of the numerator and denominator for the basic net earnings per common share and diluted net earnings per common share computation for each of the periods presented: (in thousands, except for share data)


		Three months ended				Six months ended
		June 30, 2019		June 30, 2018		June 30, 2019		June 30, 2018
Net income attributable to Agree Realty Corporation	$	18,564	$	12,923	$	36,911	$	29,375
Less: Income attributable to unvested restricted shares		(89)		(88)		(185)		(201)
Net income used in basic and diluted earnings per share	$	18,475	$	12,835	$	36,726	$	29,174

Weighted average number of common shares outstanding		40,813,436		31,033,259		39,259,807		31,023,457
Less: Unvested restricted stock		(201,064)		(212,074)		(201,064)		(212,074)
Weighted average number of common shares outstanding used in basic earnings per share		40,612,372		30,821,185		39,058,743		30,811,383

Weighted average number of common shares outstanding used in basic earnings per share		40,612,372		30,821,185		39,058,743		30,811,383
Effect of dilutive securities: Share-based compensation		82,836		59,252		80,030		47,620
Effect of dilutive securities: March 2018 forward equity offering		—		341,784		—		177,691
Effect of dilutive securities: September 2018 forward equity offering		312,464		—		539,570		—
Effect of dilutive securities: April 2019 forward equity offering		133,987		—		66,994		—
Weighted average number of common shares outstanding used in diluted earnings per share		41,141,659		31,222,221		39,745,337		31,036,694

Forward Equity Sales

In March 2018, the Company entered into a forward sale agreement to sell an aggregate of 3,450,000 shares of our common stock, which included the underwriters option to purchase an additional 450,000 shares of common stock, at a public offering price of $48.00 per share, before underwriting discounts. In September 2018, the Company settled, in its entirety, the forward sale agreement and received proceeds of $160.2 million, net of underwriting discounts, fees and expenses.

In September 2018, the Company entered into a forward sale agreement to sell an aggregate of 3,500,000 shares of our common stock at a public offering price of $55.20 per share, before issuance costs, underwriters’ discount, and further adjustments as provided for in the forward sale agreement. In May 2019, the Company settled, in its entirety, the forward sale agreement and received proceeds of $186.0 million, net of underwriting discounts, fees, and expenses.

In April 2019, the Company entered into forward sale agreements to sell an aggregate of 3,162,500 shares of our common stock at a public offering price of $65.85 per share, before underwriting discounts. The Company is obligated to settle the forward sale agreement no later than May 1, 2020.

To account for the forward sale agreements, we considered the accounting guidance governing financial instruments and derivatives and concluded that our forward sale agreement was not a liability as it did not embody obligations to repurchase our shares nor did it embody obligations to issue a variable number of shares for which the monetary value was

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predominantly fixed, varying with something other than the fair value of the shares, or varying inversely in relation to our shares. We then evaluated whether the agreement met the derivatives and hedging guidance scope exception to be accounted for as an equity instrument, and concluded that the agreement can be classified as an equity contract based on the following assessment: (i) none of the agreement’s exercise contingencies was based on observable markets or indices besides those related to the market for our own stock price and operations; and (ii) none of the settlement provisions precluded the agreement from being indexed to our own stock.

We also considered the potential dilution resulting from the forward sale agreements on the earnings per share calculations. We use the treasury stock method to determine the dilution resulting from the forward sale agreements during the period of time prior to settlement. The impact to our weighted-average number of common shares – diluted for the three and six months ended June 30, 2019, was 446,451 and 606,564 weighted-average incremental shares, respectively.

Income Taxes (not presented in thousands)

The Company has made an election to be taxed as a REIT under Sections 856 through 860 of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”) and related regulations. The Company generally will not be subject to federal income taxes on amounts distributed to stockholders, providing it distributes 100% of its REIT taxable income and meets certain other requirements for qualifying as a REIT. For the periods ending June 30, 2019 and December 31, 2018, the Company believes it has qualified as a REIT. Notwithstanding the Company’s qualification for taxation as a REIT, the Company is subject to certain state taxes on its income and real estate.

The Company and its taxable REIT subsidiaries (“TRS”) have made a timely TRS election pursuant to the provisions of the REIT Modernization Act. A TRS is able to engage in activities resulting in income that previously would have been disqualified from being eligible REIT income under the federal income tax regulations. As a result, certain activities of the Company which occur within its TRS entity are subject to federal and state income taxes. All provisions for federal income taxes in the accompanying consolidated financial statements are attributable to the Company’s TRS.

As of December 31, 2018, the Company had accrued a deferred income tax liability in the amount of $475,000. This deferred income tax balance represented the federal and state tax effect of deferring income tax in 2007 on the sale of an asset under section 1031 of the Internal Revenue Code. This transaction was accrued within the TRS entities described above. During the six months ended June 30, 2019, the Company restructured its ownership of the TRS to which the deferred tax liability was related, resulting in a reversal of the previously accrued amount. The Company recognized total federal and state tax expense of approximately $195,000 and $216,000 for the three months ended June 30, 2019 and 2018, respectively and approximately $26,000 and $266,000 for the six months ended June 30, 2019 and 2018, respectively.

Fair Values of Financial Instruments

The Company’s estimates of fair value of financial and non-financial assets and liabilities are based on the framework established in the fair value accounting guidance. The framework specifies a hierarchy of valuation inputs which was established to increase consistency, clarity and comparability in fair value measurements and related disclosures. The guidance describes a fair value hierarchy based upon three levels of inputs that may be used to measure fair value, two of which are considered observable and one that is considered unobservable. The following describes the three levels:

Level 1 – Valuation is based upon quoted prices in active markets for identical assets or liabilities.

Level 2 – Valuation is based upon inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

Level 3 – Valuation is generated from model-based techniques that use at least one significant assumption not observable in the market. These unobservable assumptions reflect estimates of assumptions that market participants would use in pricing the asset or liability. Valuation techniques include option pricing models, discounted cash flow models and similar techniques.

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Management’s Responsibility to Evaluate Our Ability to Continue as a Going Concern

When preparing financial statements for each annual and interim reporting period, management has the responsibility to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about our ability to continue as a going concern within one year after the date that the financial statements are issued. No such conditions or events were identified as of the issuance date of the financial statements contained in this Quarterly Report on Form 10-Q.

Recent Accounting Pronouncements

In August 2018, the FASB issued ASU No. ASU 2018-13, “Fair Value Measurement (Topic 820): Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement” (“ASU 2018-13”). These amendments modify the disclosure requirements in Topic 820 on changes in unrealized gains and losses, the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements, and the narrative description of measurement uncertainty. ASU 2018-13 will be effective for all entities for fiscal years beginning after December 15, 2019, including interim periods in the year of adoption. Early adoption is permitted for any interim or annual period. The Company is in the process of determining the impact of the implementation of ASU 2018-13, but does not believe it will have a material effect on the Company’s financial statements.

In June 2018, the FASB issued ASU No. 2018-07, “Compensation-Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting” (“ASU 2018-07”). These amendments expand the scope of Topic 718, Compensation—Stock Compensation, which currently only includes share-based payments to employees, to include share-based payments issued to nonemployees for goods or services. Consequently, the accounting for share-based payments to nonemployees and employees will be substantially aligned, and the ASU supersedes Subtopic 505-50, Equity—Equity-Based Payments to Non-Employees. The Company adopted ASU 2018-07 on January 1, 2019. The adoption did not have a material effect on its financial statements.

In August 2017, the FASB issued ASU No. 2017-12, “Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities” (“ASU 2017-12”). The objective of ASU 2017-12 is to expand hedge accounting for both financial (interest rate) and commodity risks, and create more transparency around how economic results are presented, both on the face of the financial statements and in the footnotes. The Company adopted ASU 2017-12 on January 1, 2019. The adoption did not have a material effect on the financial statements.

In June 2016, the FASB issued ASU 2016-13, “Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments” (“ASU 2016-13”), which changes how entities measure credit losses for most financial assets. This guidance requires an entity to estimate its lifetime “expected credit loss” and record an allowance that, when deducted from the amortized cost basis of the financial asset, presents the net amount expected to be collected on the financial asset. In November 2018, the FASB issued ASU 2018-19, “Codification Improvements to Topic 326, Financial Instruments – Credit Losses”, which clarified that receivables arising from operating leases are within the scope of the leasing standard (Topic 842). This new standard will be effective for the Company on January 1, 2020. The Company is evaluating the impact this new standard would have on its consolidated financial statements, in the event any of its leases ever were to be classified as sales-type or direct finance leases and become subject to the provisions of ASU 2016-13.

In February 2016, the FASB issued ASU No. 2016-02 “Leases” (“ASU 2016-02”). The new standard creates ASC 842 and supersedes FASB ASC 840, Leases, which the company adopted on January 1, 2019 along with related interpretations. The adoption of the new Leases standard ASU 2016-02 generally had, and will have, the following impacts on the Company:

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•

Topic 842 requires a lessee to recognize right of use the assets and lease obligation liabilities that arise from leases (operating and finance). On January 1, 2019, the Company recognized $7.5 million of right of use assets and lease liabilities, within Other Assets and Accounts Payable, Accrued Expenses, and Other Liabilities on the Condensed Consolidated Balance Sheet. The Company was not required to reassess the classification of existing land leases and therefore these leases continue to be accounted for as operating leases. In the event the Company modifies existing land leases or enters into new land leases after adoption of the new standard, such leases may be classified as finance leases.

•

Topic 842 requires lessors to account for leases using an approach that is substantially equivalent to existing guidance for sales-type leases and operating leases. Based on its election of practical expedients, the Company’s existing retail leases, where it is the lessor, continue to be accounted for as operating leases under the new standard. However, Topic 842 changed certain requirements regarding the classification of leases that could result in the Company recognizing certain long-term leases entered into or modified after January 1, 2019 as sales-type leases, as opposed to operating leases.

•

The Company elected an optional transition method that allows entities to initially apply Topic 842 at the adoption date (January 1, 2019) and recognize a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. However, the Company ultimately did not have any cumulative-effect adjustment as of the adoption date.

•

The Company elected a practical expedient which allows lessors to not separate non-lease components from the lease component when the timing and pattern of transfer for the lease components and non-lease components are the same and if the lease component is classified as an operating lease. As a result, the Company now presents all rentals and reimbursements from tenants as a single line item Rental Income within the Condensed Consolidated Statement of Income and Comprehensive Income, and made certain reclassifications to prior periods for comparability. See Reclassifications above.

•

Under Topic 842, beginning on January 1, 2019, changes in the probability of collecting tenant rental income will result in direct adjustments of rental income and tenant receivables. The Company no longer will recognize any separate specific bad debt provision or allowance for doubtful accounts. See Accounts Receivable – Tenants above.

•

The Company elected an optional transition method allowing entities to not evaluate under ASC 842 land easements that existed or expired before the adoption of ASC 842 and that were not previously accounted for as leases under ASC 840.

•

In connection with its adoption of Topic 842 the Company also began recognizing amortization of above- and below- market lease intangibles as a net reduction of Rental Income. See Reclassifications above.

Note 3 – Leases

Tenant Leases

The Company is primarily focused on the ownership, acquisition, development and management of retail properties leased to industry leading tenants. As of June 30, 2019, our portfolio was approximately 99.7% leased and had a weighted average remaining lease term (excluding extension options) of approximately 10.1 years. A significant majority of our properties are leased to national tenants and approximately 54.2% of our annualized base rent was derived from tenants, or parent entities thereof, with an investment grade credit rating from S&P Global Ratings, Moody’s Investors Service, Fitch Ratings or the National Association of Insurance Commissioners.

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Substantially all of our tenants are subject to net lease agreements. A net lease typically requires the tenant to be responsible for minimum monthly rent and actual property operating expenses incurred, including property taxes, insurance and maintenance. In addition, our tenants are typically subject to future rent increases based on fixed amounts or increases in the consumer price index and certain leases provide for additional rent calculated as a percentage of the tenants’ gross sales above a specified level. Certain of our properties are subject to leases under which we retain responsibility for specific costs and expenses of the property.

Our leases typically provide the tenant one or more multi-year renewal options to extend their leases, subject to generally the same terms and conditions, including rent increases, consistent with the initial lease term. Additionally, some of our tenant leases provide the tenant options to terminate, usually upon certain conditions or events occurring, such as a sales threshold not being met.

The Company attempts to maximize the amount it expects to derive from the underlying real estate property following the end of the lease, to the extent it is not extended. We maintain a proactive leasing and capital improvement program that, combined with the quality and locations of our properties, has made our properties attractive to tenants. We intend to continue to hold our properties for long-term investment and, accordingly, place a strong emphasis on the quality of construction and an on-going program of regular and preventative maintenance. However, the residual value of a real estate property is still subject to various market-specific, asset-specific, and tenant-specific risks and characteristics. As the classification of a lease is dependent on the fair value of its cash flows at lease commencement, the residual value of a property represents a significant assumption in our accounting for tenant leases. Similarly, the exercise of options is also subject to these same risks, making a tenant’s lease term another significant variable in a lease’s cash flows.

The Company has elected the practical expedient in ASC Topic 842 on not separating non-lease components from associated lease components. The lease and non-lease components combined as a result of this election largely include tenant rentals and maintenance charges, respectively. The Company applies the accounting requirements of ASC Topic 842 to the combined component.

The following table includes information regarding the Company’s operating leases for which it is the lessor, for the three and six months ended June 30, 2019 and as of period end. (presented in thousands)


	Three months ended		Six months ended
	June 30, 2019		June 30, 2019
Total Lease Payments	$	46,434	$	90,608
Less: Variable Lease Payments		(4,899)		(10,299)
Total Non-Variable Lease Payments	$	41,535	$	80,309


	2019
Year Ending December 31,	(remaining)		2020		2021		2022		2023		Thereafter		Total
Lease Payments Receivable	$	86,566	$	172,582	$	169,688	$	166,215	$	161,958	$	1,066,487	$	1,823,496

Land Lease Obligations

The Company is the lessee under land lease agreements for certain of its properties, all of which qualified as operating leases as of June 30, 2019. Our land leases are net lease agreements and do not include variable leasing payments. These leases typically provide multi-year renewal options to extend their term as lessee at the Company’s option. Option periods are included in the calculation of the lease obligation liability only when options are reasonably certain to be exercised.

In calculating the Company’s lease obligations under the ground leases, the Company uses discount rates estimated to be equal to what the Company would have to pay to borrow on a collateralized basis over a similar term, for an amount equal to the lease payments, in a similar economic environment.

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The following tables include information on the Company’s land leases for which it is the lessee, for the three and six months ended June 30, 2019 and as of year end. (presented in thousands)


	Three months ended			Six months ended
	June 30, 2019			June 30, 2019
Operating Lease Costs	$	368		$	571
Variable Lease Costs		—			—
Total Non-Variable Lease Costs	$	368		$	571

Supplemental Disclosure
Operating cash outflows on operating leases	$	311		$	509

Right-of-use assets obtained in exchange for new operating lease liabilities	$	-		$	19,672

Weighted-average remaining lease term - operating leases (years)		37.0			37.0

Weighted-average discount rate - operating leases		4.13	%		4.13	%

Maturity Analysis of Lease Liabilities (presented in thousands)


	2019
Year Ending December 31,	(remaining)		2020		2021		2022		2023		Thereafter		Total
Lease Payments	$	623	$	1,245	$	1,191	$	965	$	965	$	35,883	$	40,872
Less: Imputed Interest		(400)		(785)		(766)		(753)		(744)		(17,983)		(21,431)
Total Lease Liabilities	$	223	$	460	$	425	$	212	$	221	$	17,900	$	19,441

Note 4 – Real Estate Investments

Real Estate Portfolio

As of June 30, 2019, the Company owned 722 properties, with a total gross leasable area of approximately 13.1 million square feet. Net Real Estate Investments totaled $1.9 billion as of June 30, 2019. As of December 31, 2018, the Company owned 645 properties, with a total gross leasable area of approximately 11.2 million square feet. Net Real Estate Investments totaled $1.7 billion as of December 31, 2018.

Acquisitions

During the three months ended June 30, 2019, the Company purchased 31 retail net lease assets for approximately $176.9 million, which includes acquisition and closing costs. These properties are located in 20 states and are leased for a weighted average lease term of approximately 10.6 years.

During the six months ended June 30, 2019, the Company purchased 79 retail net lease assets for approximately $318.6 million, which includes acquisition and closing costs. These properties are located in 30 states and are leased for a weighted average lease term of approximately 11.6 years.

The aggregate acquisitions for the six months ended June 30, 2019 were allocated $89.9 million to land, $189.6 million to buildings and improvements, and $39.1 million to lease intangibles. The acquisitions were all cash purchases and there were no contingent considerations associated with these acquisitions. None of the Company’s acquisitions during the first six months of 2019 caused any new or existing tenant to comprise 10% or more of our total assets or generate 10% or more of our total annualized contractual base rent at June 30, 2019.

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Developments

During the three months ended June 30, 2019, the Company completed or had under construction six developments or Partnership Capital Solutions projects.

During the six months ended June 30, 2019, the Company completed or had under construction nine developments or Partnership Capital Solutions projects.

Dispositions

During the three months ended June 30, 2019, the Company sold four properties for net proceeds of $17.0 million and the Company recorded a net gain of $2.9 million.

During the six months ended June 30, 2019, the Company sold six properties for net proceeds of $26.8 million and the Company recorded a net gain of $6.4 million.

Provision for Impairment

The Company reviews long-lived assets, including intangible assets, for possible impairment when certain events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable through operations. Events or changes in circumstances may include significant changes in real estate market conditions and an expectation to sell assets before the end of the previously estimated life. Impairments are measured to the extent the current book value exceeds the estimated fair value of the asset less disposition costs for any assets classified as held for sale. The Company recognized provisions for impairment of $1.2 million for the three months ended June 30, 2019 and 2018, and $1.6 million and $1.2 million for the six months ended June 30, 2019 and 2018, respectively.

The valuation of impaired assets is determined using valuation techniques including discounted cash flow analysis, analysis of recent comparable sales transactions, and purchase offers received from third parties, which are Level 3 inputs. The Company may consider a single valuation technique or multiple valuation techniques, as appropriate, when estimating the fair value of its real estate.

Note 5 – Debt

As of June 30, 2019, the Company had total gross indebtedness of $739.2 million, including (i) $60.2 million of mortgage notes payable; (ii) $240.0 million of unsecured term loans; (iii) $385.0 million of senior unsecured notes; and (iv) $54.0 million of borrowings under our Credit Facility.

Mortgage Notes Payable

As of June 30, 2019, the Company had total gross mortgage indebtedness of $60.2 million which was collateralized by related real estate and tenants’ leases with an aggregate net book value of $106.5 million. Including mortgages that have been swapped to a fixed interest rate, the weighted average interest rate on the Company’s mortgage notes payable was 4.07% as of June 30, 2019 and 4.13% as of December 31, 2018.

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	June 30, 2019		December 31, 2018
(not presented in thousands)	(in thousands)
Note payable in monthly installments of interest only at 3.32% per annum, with a balloon payment due October 2019	$	21,500	$	21,500

Note payable in monthly installments of $153,838, including interest at 6.90% per annum, with the final monthly payment due January 2020		1,053		1,922

Note payable in monthly installments of $23,004, including interest at 6.24% per annum, with a balloon payment of $2,781,819 due February 2020		2,824		2,872

Note payable in monthly installments of interest only at 3.60% per annum, with a balloon payment due January 2023		23,640		23,640

Note payable in monthly installments of $35,673, including interest at 5.01% per annum, with a balloon payment of $4,034,627 due September 2023		4,870		4,959

Note payable in monthly installments of $91,675 including interest at 6.27% per annum, with a final monthly payment due July 2026		6,279		6,626

Total principal		60,166		61,519
Unamortized debt issuance costs		(496)		(593)
Total	$	59,670	$	60,926

The mortgage loans encumbering our properties are generally non-recourse, subject to certain exceptions for which we would be liable for any resulting losses incurred by the lender. These exceptions vary from loan to loan, but generally include fraud or material misrepresentations, misstatements or omissions by the borrower, intentional or grossly negligent conduct by the borrower that harms the property or results in a loss to the lender, filing of a bankruptcy petition by the borrower, either directly or indirectly, and certain environmental liabilities. At June 30, 2019, there were no mortgage loans with partial recourse to us.

We have entered into mortgage loans which are secured by multiple properties and contain cross-default and cross-collateralization provisions. Cross-collateralization provisions allow a lender to foreclose on multiple properties in the event that we default under the loan. Cross-default provisions allow a lender to foreclose on the related property in the event a default is declared under another loan.

Senior Unsecured Notes

The following table presents the Senior Unsecured Notes balance net of unamortized debt issuance costs as of June 30, 2019, and December 31, 2018 (in thousands):


	June 30, 2019		December 31, 2018
2025 Senior Unsecured Notes	$	50,000	$	50,000
2027 Senior Unsecured Notes		50,000		50,000
2028 Senior Unsecured Notes		60,000		60,000
2029 Senior Unsecured Notes		100,000		100,000
2030 Senior Unsecured Notes		125,000		125,000
Total Principal		385,000		385,000
Unamortized debt issuance costs		(857)		(936)
Total	$	384,143	$	384,064

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In May 2015, the Company and the Operating Partnership completed a private placement of $100.0 million principal amount of senior unsecured notes. The senior unsecured notes were sold in two series; $50.0 million of 4.16% notes due May 2025 (the “2025 Senior Unsecured Notes”) and $50.0 million of 4.26% notes due May 2027 (the “2027 Senior Unsecured Notes”). The senior unsecured notes were sold only to institutional investors and did not involve a public offering in reliance on the exemption from registration in Section 4(a)(2) of the Securities Act.

In July 2016, the Company and the Operating Partnership entered into a note purchase agreement with institutional purchasers. Pursuant to the note purchase agreement, the Operating Partnership completed a private placement of $60.0 million aggregate principal amount of 4.42% senior unsecured notes due July 2028 (the “2028 Senior Unsecured Notes”). The senior unsecured notes were sold only to institutional investors and did not involve a public offering in reliance on the exemption from registration in Section 4(a)(2) of the Securities Act.

In August 2017, the Company and the Operating Partnership entered into a note purchase agreement with institutional purchasers. Pursuant to the note purchase agreement, the Operating Partnership completed a private placement of $100.0 million aggregate principal amount of our 4.19% senior unsecured notes due September 2029 (the “2029 Senior Unsecured Notes”). Closing of the private placement was consummated in September 2017; and, on that date, the Operating Partnership issued the senior unsecured notes. The senior unsecured notes were sold only to institutional investors and did not involve a public offering in reliance on the exemption from registration in Section 4(a)(2) of the Securities Act.

In September 2018, the Company and the Operating Partnership entered into two supplements to uncommitted master note facilities with institutional purchasers. Pursuant to the supplements, the Operating Partnership completed a private placement of $125.0 million aggregate principal amount of 4.32% senior unsecured notes due September 2030 (the “2030 Senior Unsecured Notes”). The senior unsecured notes were sold only to institutional investors and did not involve a public offering in reliance on the exemption from registration in Section 4(a)(2) of the Securities Act.

In June 2019, the Operating Partnership entered into a note purchase agreement with institutional investors in connection with the private placement of $125.0 million aggregate principal amount of its 4.47% senior unsecured notes due October 2031 (the “2031 Senior Unsecured Notes”). The closing of the private placement and the issuance of the 2031 Senior Unsecured Notes will take place on a date on or before October 30, 2019. The 2031 Senior Unsecured Notes will be sold only to institutional investors and will not involve a public offering in reliance on the exemption from registration in Section 4(a)(2) of the Securities Act. In March 2019, the Company entered into forward-starting interest rate swap agreements to fix the interest for $100.0 million of long-term debt until maturity. The Company terminated the swap agreements at the time of pricing the 2031 Notes, which resulted in an effective annual fixed rate of 4.41% for $100.0 million aggregate principal amount of the 2031 Notes. Considering the effect of the terminated swap agreements, the blended all-in rate to the Company for the $125.0 million aggregate principal amount of 2031 Notes is 4.42%.

Unsecured Term Loan Facilities

The following table presents the Unsecured Term Loans balance net of unamortized debt issuance costs as of June 30, 2019 and December 31, 2018 (in thousands):


	June 30, 2019		December 31, 2018
2019 Term Loan	$	—	$	18,543
2023 Term Loan		40,000		40,000
2024 Term Loan Facilities		100,000		100,000
2026 Term Loan		100,000		100,000
Total Principal		240,000		258,543
Unamortized debt issuance costs		(2,020)		(2,124)
Total	$	237,980	$	256,419

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In August 2016, the Company entered into a $20.3 million unsecured amortizing term loan that matured May 2019 (the “2019 Term Loan”). Borrowings under the 2019 Term Loan were priced at LIBOR plus 170 basis points. In order to fix LIBOR on the 2019 Term Loan at 1.92% until maturity, the Company had an interest rate swap agreement in place, which was assigned by the lender under the Mortgage Note to the 2019 Term Loan lender. Including the swap the 2019 Term Loan bore an all-in interest rate of 3.62%. The 2019 Term Loan was repaid upon maturity in May 2019.

In July 2016, the Company completed a $40.0 million unsecured term loan facility that matures July 2023 (the “2023 Term Loan”). Borrowings under the 2023 Term Loan are priced at LIBOR plus 85 to 165 basis points, depending on the Company’s credit rating. The Company entered into an interest rate swap to fix LIBOR at 140 basis points until maturity. As of June 30, 2019, $40.0 million was outstanding under the 2023 Term Loan, which was subject to an all-in interest rate of 2.40%, including the swap.

The amended and restated credit agreement, described below, extended the maturity dates of the $65.0 million unsecured term loan facility and $35.0 million unsecured term loan facility (together, the “2024 Term Loan Facilities”) to January 2024. In connection with entering into the amended and restated credit agreement, the prior notes evidencing the existing $65.0 million unsecured term loan facility and $35.0 million unsecured term loan facility were canceled and new notes evidencing the 2024 Term Loan Facilities were executed. Borrowings under the unsecured 2024 Term Loan Facilities bear interest at a variable LIBOR plus 85 to 165 basis points, depending on the Company’s credit rating. The Company utilized existing interest rate swaps to effectively fix the LIBOR at 213 basis points until maturity (refer to Note 7 – Derivative Instruments and Hedging Activity). As of June 30, 2019, $100.0 million was outstanding under the 2024 Term Loan Facilities bearing an all-in interest rate of 3.13%, including the swap.

In December 2018, the Company entered into a $100.0 million unsecured term loan facility that matures January 2026 (the “2026 Term Loan”). Borrowings under the 2026 Term Loan are priced at LIBOR plus 145 to 240 basis points, depending on the Company’s credit rating. The Company entered into an interest rate swap to fix LIBOR at 266 basis points until maturity. As of June 30, 2019, $100.0 million was outstanding under the 2026 Term Loan, which was subject to an all-in interest rate of 4.26%, including the swap.

Senior Unsecured Revolving Credit Facility

In December 2016, the Company amended and restated the credit agreement (the “Credit Agreement”) that governs the Company’s senior unsecured revolving credit facility and the Company’s unsecured term loan facility to increase the aggregate borrowing capacity to $350.0 million. In July 2018, the Company elected to pursue commitments under the accordion option outlined in its senior unsecured revolving credit facility to increase the revolving commitments by $75.0 million, raising the total revolving commitments under the amended and restated credit agreement from $250.0 million to $325.0 million. Including the increased commitments, the amended and restated credit agreement provides for a $325.0 million unsecured revolving credit facility, a $65.0 million unsecured term loan facility and a $35.0 million unsecured term loan facility (referenced above as 2024 Term Loan Facilities). The unsecured revolving credit facility matures January 2021 with options to extend the maturity date to January 2022. The 2024 Term Loan Facilities mature January 2024. The Company has the ability to increase the aggregate borrowing capacity under the credit agreement up to $500.0 million, subject to lender approval.

Borrowings under the revolving credit facility bear interest at LIBOR plus 85 to 155 basis points, depending on the Company’s credit rating. Additionally, the Company is required to pay a facility fee at an annual rate of 0 to 55 basis points of the total amount of the revolving credit facility, depending on the Company’s credit rating. The Credit Agreement contains certain financial covenants, including a maximum leverage ratio, a minimum fixed charge coverage ratio, and a maximum percentage of secured debt to total asset value. As of June 30, 2019, and December 31, 2018, the Company had $54.0 million and $19.0 million of outstanding borrowings under the revolving credit facility, respectively, bearing weighted average interest rates of approximately 3.71% and 3.38%, respectively. As of June 30, 2019, $271.0 million was available for borrowing under the revolving credit facility and the Company was in compliance with the credit agreement covenants.

Concurrent with the amendment and restatement of the Company’s senior unsecured revolving credit facility, conforming changes were made to the 2023 Term Loan and 2019 Term Loan.

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The Company and Richard Agree, the Executive Chairman of the Company, are parties to a Reimbursement Agreement dated November 18, 2014. Pursuant to the Reimbursement Agreement, Mr. Agree has agreed to reimburse the Company for any loss incurred under the unsecured revolving credit facility in an amount not to exceed $14.0 million to the extent that the value of the Operating Partnership’s assets available to satisfy the Operating Partnership’s obligation under the revolving credit facility is less than $14.0 million.

Debt Maturities

The following table presents scheduled principal payments related to our debt as of June 30, 2019 (in thousands):


	Scheduled		Balloon
	Principal		Payment		Total
Remainder of 2019	$	1,399	$	21,500	$	22,899
2020		1,100		2,767		3,867
2021 (1)		998		54,000		54,998
2022		1,060		—		1,060
2023		1,069		67,656		68,725
Thereafter		2,617		585,000		587,617
Total	$	8,243	$	730,923	$	739,166

(1)	The balloon payment balance includes the balance outstanding under the Credit Facility as of June 30, 2019. The Credit Facility matures in January 2021, with options to extend the maturity for one year at the Company’s election, subject to certain conditions.

Loan Covenants

Certain loan agreements contain various restrictive covenants, including the following financial covenants: maximum leverage ratio, maximum secured and secured recourse leverage ratios, minimum tangible net worth and consolidated net worth requirements, a minimum fixed charge coverage ratio, a maximum unencumbered leverage ratio, a minimum unsecured interest expense ratio, a minimum unencumbered interest expense ratio, and a maximum payout ratio. As of June 30, 2019, the most restrictive covenant was the minimum unencumbered interest expense ratio. We were in compliance with all of our loan covenants and obligations as of June 30, 2019.

Note 6 – Common and Preferred Stock

Common Stock Authorization

In April 2019, the Company’s shareholders approved an amendment to its charter to increase the total number of shares of common stock that the Company has the authority to issue from 45,000,000 shares to 90,000,000 shares.

Shelf Registration

In June 2017, the Company filed an automatic shelf registration statement on Form S-3, registering an unspecified amount at an indeterminant aggregate initial offering price of common stock, preferred stock, depositary shares and warrants. The Company may periodically offer one or more of these securities in amounts, prices and on terms to be announced when and if these securities are offered. The specifics of any future offerings, along with the use of proceeds of any securities offered, will be described in detail in a prospectus supplement, or other offering materials, at the time of any offering.

ATM Program

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During the year ended December 31, 2018, the Company issued 3,057,263 shares of common stock under the ATM Program. During the three and six months ended June 30, 2019, the Company issued an additional 12,500 shares and 886,768 shares, respectively, of common stock under this program at an average price of $69.89 and $66.83, respectively, realizing gross proceeds of approximately $0.9 million and $59.3 million, respectively. The Company had approximately $9.5 million remaining under the ATM program as of June 30, 2019.

Forward Sale Agreement

In September 2018, the Company closed a follow-on offering of 3,500,000 shares of common stock in connection with a forward sale agreement (the “September 2018 Forward”) and in April 2019 closed a subsequent follow-on offering of 3,162,500 shares of common stock in connection with a forward sale agreement (the “April 2019 Forward”). Concurrently with entering into the April 2019 Forward, the Company settled the entirety of the September 2018 Forward and received net proceeds of approximately $186.0 million.

As of June 30, 2019, the Company has not received proceeds from the sale of shares of its common stock by the forward purchasers in the April 2019 Forward. Selling common stock through forward sale agreements enables the Company to set the price of shares upon pricing the offering (subject to certain adjustments) while delaying the issuance of such shares and the receipt of the net proceeds by the Company. The April 2019 Forward is required to be settled no later than May 1, 2020.

Preferred Stock

During the six months ended June 30, 2019, the Company redesignated and reclassified all 200,000 authorized but unissued shares of the Company’s Series A Junior Participating Preferred Stock as authorized but unissued and unclassified shares of preferred stock, par value $.0001 per share, of the Company without further designation. The number of preferred shares the Company has the authority to issue remains at 4,000,000, all of which are unclassified and undesignated.

Note 7 – Dividends and Distribution Payable

On April 25, 2019, the Company declared a dividend of $0.57 per share (and distributions per unit) for the quarter ended June 30, 2019. The holders of limited partnership interests in the Operating Partnership (“OP Units”) were entitled to an equal distribution per OP Unit held as of June 28, 2019. The dividends and distributions payable were recorded as liabilities on the Company’s condensed consolidated balance sheet at June 30, 2019. The dividend has been reflected as a reduction of stockholders’ equity and the distribution has been reflected as a reduction of the limited partners’ non-controlling interest. These amounts were paid on July 12, 2019. Dividends per share (and distributions per unit) declared for the quarter ended June 30, 2018 were $0.54.

Note 8 – Derivative Instruments and Hedging Activity

Background

The Company is exposed to certain risks arising from both its business operations and economic conditions. The Company principally manages its exposures to a wide variety of business and operational risks through management of its core business activities. The Company manages economic risk, including interest rate, liquidity and credit risk primarily by managing the amount, sources and duration of its debt funding and, to a limited extent, the use of derivative instruments. For additional information regarding the leveling of our derivatives (refer to Note 10 – Fair Value Measurements).

The Company’s objective in using interest rate derivatives is to manage its exposure to interest rate movements and add stability to interest expense. To accomplish this objective, the Company uses interest rate swaps as part of its interest rate risk management strategy. Interest rate swaps designated as cash flow hedges involve the receipt of variable rate amounts from a counterparty in exchange for the Company making fixed rate payments over the life of the agreement without exchange of the underlying notional amount.

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Recent Activity

In March 2019, the Company entered into forward-starting interest rate swap agreements to hedge against changes in future cash flows resulting from changes in interest rates from the trade date through the forecasted issuance date of $100.0 million of long-term debt. The Company hedged its exposure to the variability in future cash flows for a forecasted issuance of long-term debt over a maximum period of one year. In May, the Company terminated the swap agreements at the time of pricing the future debt issuance, receiving $0.8 million upon termination. See discussion of the 2031 Notes in Note 5 – Debt above.

In June 2019, the Company entered into forward-starting interest rate swap agreements to hedge against changes in future cash flows resulting from changes in interest rates from the trade date through the forecasted issuance date of $100.0 million of long-term debt. The Company is hedging its exposure to the variability in future cash flows for a forecasted issuance of long-term debt over a maximum period ending March 2021. As of June 30, 2019, these interest rate swaps were valued as a liability of $0.3 million.

Prior Derivative Transactions

In September 2013, the Company entered into an interest rate swap agreement to hedge against changes in future cash flows resulting from changes in interest rates on $35.0 million in variable-rate borrowings. Under the terms of the interest rate swap agreement, the Company receives from the counterparty interest on the notional amount based on one month LIBOR and pays to the counterparty a fixed rate of 2.20%. This swap effectively converted $35.0 million of variable-rate borrowings to fixed-rate borrowings from October 3, 2013 to September 29, 2020. As of June 30, 2019, this interest rate swap was valued as a liability of approximately $0.2 million.

In July 2014, the Company entered into interest rate swap agreements to hedge against changes in future cash flows resulting from changes in interest rates on $65.0 million in variable-rate borrowings. Under the terms of the interest rate swap agreement, the Company receives from the counterparty interest on the notional amount based on one month LIBOR and pays to the counterparty a fixed rate of 2.09%. This swap effectively converted $65.0 million of variable-rate borrowings to fixed-rate borrowings from July 21, 2014 to July 21, 2021. As of June 30, 2019, this interest rate swap was valued as a liability of approximately $0.6 million.

In September 2017, the Company entered into an interest rate swap agreement to hedge against changes in future cash flows resulting from changes in interest rates on $40.0 million in variable-rate borrowings. Under the terms of the interest rate swap agreement, the Company receives from the counterparty interest on the notional amount based on one month LIBOR and pays to the counterparty a fixed rate of 1.40%. This swap effectively converted $40.0 million of variable-rate borrowings to fixed-rate borrowings from August 1, 2016 to July 1, 2023. As of June 30, 2019, this interest rate swap was valued as an asset of approximately $0.3 million.

In December 2018, the Company entered into interest rate swap agreements to hedge against changes in future cash flows resulting from changes in interest rates on $100.0 million in variable-rate borrowings. Under the terms of the interest rate swap agreements, the Company receives from the counterparty interest on the notional amount based on one month LIBOR and pays to the counterparty a fixed rate of 2.66%. This swap effectively converts $100.0 million of variable-rate borrowings to fixed-rate borrowings from December 27, 2018 to January 15, 2026. As of June 30, 2019, this interest rate swap was valued as a liability of approximately $5.9 million.

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Recognition

On January 1, 2019, the Company adopted ASU No. 2017-12, "Targeted Improvements to Accounting for Hedging Activities", which provided changes in hedge accounting recognition and presentation requirements. We now recognize all changes in fair value for hedging instruments designated and qualifying for cash flow hedge accounting treatment as a component of Other Comprehensive Income (OCI), as opposed to previously recognizing the ineffective portion, if any, directly in earnings. Upon adoption, there were no adjustments to recognize relating to previously recorded derivatives transactions or amounts. Net realized gains or losses resulting from derivatives that were settled in conjunction with planned fixed rate financings or refinancings continue to be included in accumulated OCI during the term of the hedged debt transaction.

Amounts reported in accumulated OCI related to currently outstanding interest rate derivatives are recognized as an adjustment to income as interest payments are made on our variable-rate debt. Realized gains or losses on settled derivative instruments included in accumulated OCI are recognized as an adjustment over the term of the hedged debt transaction. During the next twelve months, the Company estimates that an additional $0.9 million will be reclassified as an increase to interest expense.

The Company had the following outstanding interest rate derivatives that were designated as cash flow hedges of interest rate risk (in thousands, except number of instruments):


	Number of Instruments		Notional
	June 30,	December 31,	June 30,		December 31,
Interest Rate Derivatives	2019	2018	2019		2018
Interest Rate Swap	12	10	$	240,000	$	258,543

The table below presents the estimated fair value of the Company’s derivative financial instruments, as well as their classification in the consolidated balance sheets (in thousands).

The table below displays the effect of the Company’s derivative financial instruments in the consolidated statements of operations and other comprehensive loss for the three and six months ended June 30, 2019 and 2018 (in thousands).

Location of

Income/(Loss)

Derivatives in

Reclassified from

Amount of Income/(Loss)

Cash Flow

Accumulated OCI

Reclassified from

Hedging

Amount of Income/(Loss) Recognized

into Income

Accumulated OCI into Expense

Relationships

in OCI on Derivative (Effective Portion)

(Effective Portion)

Three Months Ended June 30,

2019

2018

2019

2018

Interest rate swaps

(3,640)

792

Interest Expense

157

(4)


Six Months Ended June 30,		2019		2018			2019		2018

	Interest rate swaps	$	(7,199)	$	2,712	Interest Expense	$	344	$	(91)

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Credit-risk-related Contingent Features

The Company has agreements with its derivative counterparties that contain a provision where the Company could be declared in default on its derivative obligations if repayment of the underlying indebtedness is accelerated by the lender due to the Company’s default on the indebtedness.

As of June 30, 2019, the fair value of derivatives in a net liability position related to these agreements, which includes accrued interest but excludes any adjustment for nonperformance risk, was $6.8 million.

Although the derivative contracts are subject to master netting arrangements, which serve as credit mitigants to both us and our counterparties under certain situations, we do not net our derivative fair values or any existing rights or obligations to cash collateral on the consolidated balance sheets.

The table below presents a gross presentation of the effects of offsetting and a net presentation of the Company’s derivatives as of June 30, 2019 and December 31, 2018. The gross amounts of derivative assets or liabilities can be reconciled to the Tabular Disclosure of Fair Values of Derivative Instruments above, which also provides the location that derivative assets and liabilities are presented on the consolidated balance sheets (in thousands):

Offsetting of Derivative Assets as of June 30, 2019

Gross Amounts

Net Amounts of

Offset in the

Assets presented

Gross Amounts Not Offset in the

Gross Amounts

Statement of

in the Statement

Statement of Financial Position

of Recognized

Financial

of Financial

Financial

Cash Collateral

Assets

Position

Instruments

Received

Net Amount

Derivatives

334

—

334

(334)

—

Offsetting of Derivative Liabilities as of June 30, 2019

Net Amounts of

Gross Amounts

Liabilities

Offset in the

presented in the

Gross Amounts Not Offset in the

Gross Amounts

Statement of

Statement of Financial Position

of Recognized

Financial

Cash Collateral

Liabilities

Position

Instruments

Posted

Net Amount

Derivatives

6,931

—

6,931

(334)

—

6,597

Offsetting of Derivative Assets as of December 31, 2018

Gross Amounts

Net Amounts of

Offset in the

Assets presented

Gross Amounts Not Offset in the

Gross Amounts

Statement of

in the Statement

Statement of Financial Position

of Recognized

Financial

of Financial

Financial

Cash Collateral

Assets

Position

Instruments

Received

Net Amount

Derivatives

2,539

—

2,539

(575)

—

1,964

Offsetting of Derivative Liabilities as of December 31, 2018

Net Amounts of

Gross Amounts

Liabilities

Offset in the

presented in the

Gross Amounts Not Offset in the

Gross Amounts

Statement of

Statement of Financial Position

of Recognized

Financial

Cash Collateral

Liabilities

Position

Instruments

Posted

Net Amount

Derivatives

1,135

—

1,135

(575)

—

560

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Note 9 – Discontinued Operations

There were no properties classified as discontinued operations for the three and six months ended June 30, 2019.

Note 10 – Fair Value Measurements

Assets and Liabilities Measured at Fair Value

The Company accounts for fair values in accordance with FASB Accounting Standards Codification Topic 820 Fair Value Measurements and Disclosure (ASC 820). ASC 820 defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. ASC 820 applies to reported balances that are required or permitted to be measured at fair value under existing accounting pronouncements; accordingly, the standard does not require any new fair value measurements of reported balances.

ASC 820 emphasizes that fair value is a market-based measurement, not an entity-specific measurement. Therefore, a fair value measurement should be determined based on the assumptions that market participants would use in pricing the asset or liability. As a basis for considering market participant assumptions in fair value measurements, ASC 820 establishes a fair value hierarchy that distinguishes between market participant assumptions based on market data obtained from sources independent of the reporting entity (observable inputs that are classified within Levels 1 and 2 of the hierarchy) and the reporting entity’s own assumptions about market participant assumptions (unobservable inputs classified within Level 3 of the hierarchy).

Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access. Level 2 inputs are inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. Level 2 inputs may include quoted prices for similar assets and liabilities in active markets, as well as inputs that are observable for the asset or liability (other than quoted prices), such as interest rates, foreign exchange rates, and yield curves that are observable at commonly quoted intervals. Level 3 inputs are unobservable inputs for the asset or liability, which are typically based on an entity’s own assumptions, as there is little, if any, related market activity. In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls, is based on the lowest level input that is significant to the fair value measurement in its entirety. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability.

Derivative Financial Instruments

Currently, the Company uses interest rate swap agreements to manage its interest rate risk. The valuation of these instruments is determined using widely accepted valuation techniques including discounted cash flow analysis on the expected cash flows of each derivative. This analysis reflects the contractual terms of the derivatives, including the period to maturity, and uses observable market-based inputs, including interest rate curves.

To comply with the provisions of ASC 820, the Company incorporates credit valuation adjustments to appropriately reflect both its own nonperformance risk and the respective counterparty’s nonperformance risk in the fair value measurements. In adjusting the fair value of its derivative contracts for the effect of nonperformance risk, the Company has considered the impact of netting and any applicable credit enhancements, such as collateral postings, thresholds, mutual puts, and guarantees.

Although the Company has determined that the majority of the inputs used to value its derivatives fall within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with its derivatives utilize Level 3 inputs, such as estimates of current credit spreads to evaluate the likelihood of default by itself and its counterparties. However, as of June 30, 2019, the Company has assessed the significance of the impact of the credit valuation adjustments on the overall valuation of its derivative positions and has determined that the credit valuation adjustments are not significant to the overall valuation of its derivatives. As a result, the Company has determined that its derivative valuations in their entirety are classified in Level 2 of the fair value hierarchy.

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The table below presents the Company’s assets and liabilities measured at fair value on a recurring basis as of June 30, 2019 and December 31, 2018 (in thousands):


	Total Fair Value		Level 2
June 30, 2019
Derivative assets - interest rate swaps	$	334	$	334
Derivative liabilities - interest rate swaps	$	6,931	$	6,931

December 31, 2018
Derivative assets - interest rate swaps	$	2,539	$	2,539
Derivative liabilities - interest rate swaps	$	1,135	$	1,135

The carrying values of cash and cash equivalents, receivables and accounts payable and accrued liabilities are reasonable estimates of their fair values because of the short maturity of these financial instruments.

The Company estimated the fair value of our debt based on our incremental borrowing rates for similar types of borrowing arrangements with the same remaining maturity and on the discounted estimated future cash payments to be made for other debt. The discount rate used to calculate the fair value of debt approximates current lending rates for loans and assumes the debt is outstanding through maturity. Since such amounts are estimates that are based on limited available market information for similar transactions, which is a Level 2 non-recurring measurement, there can be no assurance that the disclosed value of any financial instrument could be realized by immediate settlement of the instrument.

Fixed rate debt (including variable rate debt swapped to fixed, excluding the value of the derivatives) with carrying values of $681.8 million and $701.4 million as of June 30, 2019 and December 31, 2018, respectively, had fair values of $703.6 million and $702.0 million, respectively. Variable rate debt’s fair value is estimated to be equal to the carrying values of $54.0 million and $19.0 million, as of June 30 2019 and December 31, 2018, respectively.

Note 11 – Equity Incentive Plan

The Company estimates the fair value of restricted stock grants at the date of grant and amortizes those amounts into expense on a straight line basis or amount vested, if greater, over the appropriate vesting period.

As of June 30, 2019, there was $8.8 million of total unrecognized compensation costs related to the outstanding restricted stock, which is expected to be recognized over a weighted average period of 3.5 years. The Company used 0% for the forfeiture rate for determining the fair value of restricted stock.

The holder of a restricted stock award is generally entitled at all times on and after the date of issuance of the restricted shares to exercise the rights of a stockholder of the Company, including the right to vote the shares and the right to receive dividends on the shares.

Restricted stock activity is summarized as follows:


	Shares	Weighted Average
	Outstanding	Grant Date
	(in thousands)	Fair Value
Unvested restricted stock at December 31, 2018	212	$	42.74
Restricted stock granted	52	$	65.68
Restricted stock vested	(63)	$	38.96
Unvested restricted stock at June 30, 2019	201	$	50.31

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Performance Units

On February 23, 2019 certain executive officers received performance units. Performance units are subject to a three-year performance period, at the conclusion of which, shares awarded are to be determined by the Company’s total shareholder return compared to the constituents of the MSCI US REIT Index and a defined peer group. 50% of the award is based upon the total shareholder return percentile rank versus the MSCI US REIT index for the three-year performance period; and 50% of the award is based upon TSR percentile rank versus a specified net lease peer group for the three-year performance period. Vesting of the performance units following their issuance will occur ratably over a three-year period, with the initial vesting occurring immediately following the conclusion of the performance period such that all shares vest within five years of the original award date of February 23, 2019. The grant date fair value of these awards is determined using a Monte Carlo simulation pricing model and compensation expense is amortized on an attribution method over a five-year period. The Monte Carlo simulation pricing model for the 2019 grants utilized the following assumptions: (i) expected term of 2.9 years (equal to the remaining performance measurement period at the grant date), (ii) volatility of 19.7% (based on historical volatility), (iii) dividend yield of 3.4% (based on the most recently paid dividend at grant date), (iv) risk-free rate of 2.5% (interpolated based on 2- and 3-year rates). Compensation expense related to performance units is determined at the grant date and is not adjusted throughout the measurement or vesting periods.

In 2018, the Company granted performance share awards. These shares have substantially identical terms to the performance unit awards granted in 2019.

As of June 30, 2019, there was $3.0 million of total unrecognized compensation costs related to the outstanding performance shares and units, which is expected to be recognized over a weighted average period of 4.0 years. The Company used 0% for the forfeiture rate for determining the fair value of performance shares and units.

Performance share and unit activity is summarized as follows:


	Target Number	Weighted Average
	of Awards	Grant Date
	(in thousands)	Fair Value
Performance shares at December 31, 2018	31	$	47.73
Performance units granted	30	$	65.66
Performance shares and units at June 30, 2019	61	$	56.57

Note 12 – Subsequent Events

In connection with the preparation of its financial statements, the Company has evaluated events that occurred subsequent to June 30, 2019 through the date on which these financial statements were available to be issued to determine whether any of these events required disclosure in the financial statements.

There were no reportable subsequent events or transactions.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following should be read in conjunction with the Interim Condensed Consolidated Financial Statements of Agree Realty Corporation (the “Company”), including the respective notes thereto, which are included in this Quarterly Report on Form 10-Q.

Cautionary Note Regarding Forward-Looking Statements

This report contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Company intends such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995 and includes this statement for purposes of complying with these safe harbor provisions. Forward-looking statements, which are based on certain assumptions and describe our future plans, strategies and expectations, are generally identifiable by use of the words “anticipate,” “estimate,” “should,” “expect,” “believe,” “intend,” “may,” “will,” “seek,” “could,” “project,” or similar expressions. Forward-looking statements in this report include information about possible or assumed future events, including, among other things, discussion and analysis of our future financial condition, results of operations, our strategic plans and objectives, occupancy and leasing rates and trends, liquidity and ability to refinance our indebtedness as it matures, anticipated expenditures of capital, and other matters. You should not rely on forward-looking statements since they involve known and unknown risks, uncertainties and other factors, which are, in some cases, beyond our control and which could materially affect actual results, performances or achievements. Factors which may cause actual results to differ materially from current expectations, include, but are not limited to: the global and national economic conditions and changes in general economic, financial and real estate market conditions; changes in our business strategy; the potential need to fund improvements or other capital expenditures out of operating cash flow; financing risks, such as the inability to obtain debt or equity financing on favorable terms or at all; the level and volatility of interest rates; our ability to re-lease space as leases expire; loss or bankruptcy of one or more of our major tenants; our ability to maintain our qualification as a real estate investment trust (“REIT”) for federal income tax purposes and the limitations imposed on our business by our status as a REIT; and legislative or regulatory changes, including changes to laws governing REITs. The factors included in this report, including the documents incorporated by reference, and documents the Company subsequently files or furnishes with the Securities and Exchange Commission are not exhaustive and additional factors could cause actual results to differ materially from that described in the forward-looking statements. For a discussion of additional risk factors, see the factors included under the caption “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2018. All forward-looking statements are based on information that was available, and speak only, as of the date on which they were made. Except as required by law, the Company disclaims any obligation to review or update these forward–looking statements to reflect events or circumstances as they occur.

Overview

We are a fully integrated REIT primarily focused on the ownership, acquisition, development and management of retail properties net leased to industry leading tenants. We were founded in 1971 by our current Executive Chairman, Richard Agree, and our common stock was listed on the New York Stock Exchange (“NYSE”) in 1994. Our assets are held by, and all of our operations are conducted through, directly or indirectly, the Operating Partnership, of which we are the sole general partner and in which we held a 99.2% interest as of June 30, 2019.

As of June 30, 2019, our portfolio consisted of 722 properties located in 46 states and totaling approximately 13.1 million square feet of gross leasable area (“GLA”). As of June 30, 2019, our portfolio was approximately 99.7% leased and had a weighted average remaining lease term of approximately 10.1 years. Substantially all of our tenants are subject to net lease agreements. A net lease typically requires the tenant to be responsible for minimum monthly rent and property operating expenses including property taxes, insurance and maintenance.

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Results of Operations

Overall

During the three months ended June 30, 2019, the Company acquired 31 retail net lease assets for approximately $176.9 million, which includes acquisition and closing costs. These properties are located in 20 states and are leased to 20 different tenants operating in 13 diverse retail sectors for a weighted average lease term of approximately 10.6 years. The underwritten weighted average capitalization rate on the Company’s second quarter 2019 acquisitions was approximately 6.7%. During the three months ended June 30, 2019, the Company sold four properties for net proceeds of $17.0 million and recorded a net gain of $2.9 million.

Our real estate investment portfolio grew from approximately $1.4 billion in gross investment amount representing 481 properties with 9.3 million square feet of gross leasable space as of June 30, 2018 to approximately $2.0 billion in gross investment amount representing 722 properties with 13.1 million square feet of gross leasable space at June 30, 2019. Our real estate investments were made throughout the periods presented and were not all outstanding for the entire period; accordingly, a portion of the increase in rental income between periods is related to recognizing revenue in 2019 on acquisitions that were made during 2018. Similarly, the full rental income impact of acquisitions made during the first half of 2019 will not be seen until the second half of 2019.

Comparison of Three Months Ended June 30, 2019 to Three Months Ended June 30, 2018



	Three months ended				Variance
	June 30, 2019		June 30, 2018		(in dollars)		(percentage)

Rental Income	$	44,875	$	33,076	$	11,799	36.0	%
Real Estate Tax Expense	$	3,720	$	2,624	$	1,096	42.0	%
Property Operating Expense	$	1,496	$	1,238	$	258	21.0	%
Land Lease Expense	$	372	$	176	$	196	111.0	%
Depreciation and Amortization Expense	$	10,836	$	8,046	$	2,790	35.0	%

The variances in rental income, real estate tax expense, property operating expense, land lease expense and depreciation and amortization expense shown above were due to the acquisitions of properties and ownership of additional properties during the three months ended June 30, 2019 compared to the three months ended June 30, 2018, as further described under Results of Operations - Overall above.

General and administrative expenses increased $0.8 million, or 25%, to $3.9 million for the three months ended June 30, 2019, compared to $3.1 million for the three months ended June 30, 2018. The increase was primarily the result of increased employee headcount, increased compensation costs, and increased professional costs. General and administrative expenses as a percentage of total revenue decreased to 8.6% in the second quarter of 2019 from 9.6% in the second quarter of 2018.

Provision for impairment of $1.2 million for the three months ended June 30, 2019, was consistent with the three months ended June 30, 2018. Provisions for impairment reflect the amount by which current book value exceeds estimated fair value and are not necessarily comparable period-to-period.

Interest expense increased $1.5 million, or 25%, to $7.5 million for the three months ended June 30, 2019, compared to $6.0 million for the three months ended June 30, 2018. The increase in interest expense was primarily a result of higher levels of borrowings in the second quarter of 2019 in comparison to the second quarter of 2018. Borrowings were higher in the second quarter of 2019 to finance the increased acquisition and development activity in the second quarter of 2019 in comparison to the prior period.

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Gain on sale of assets increased $0.5 million, or 21%, to $2.9 million for the three months ended June 30, 2019, compared to $2.4 million for the three months ended June 30, 2018. Gains on sales of assets are dependent on levels of disposition activity and the assets’ bases relative to their sales prices. As a result, such gains are not necessarily comparable period-to-period.

Net income increased $5.6 million, or 43%, to $18.7 million for the three months ended June 30, 2019, compared to $13.1 million for the three months ended June 30, 2018. The change was the result of the items discussed above.

Comparison of Six Months Ended June 30, 2019 to Six Months Ended June 30, 2018



	Six months ended				Variance
	June 30, 2019		June 30, 2018		(in dollars)		(percentage)

Rental Income	$	87,219	$	65,308	$	21,911	34.0	%
Real Estate Tax Expense	$	7,342	$	5,001	$	2,341	47.0	%
Property Operating Expense	$	3,235	$	2,755	$	480	17.0	%
Land Lease Expense	$	568	$	339	$	229	68.0	%
Depreciation and Amortization Expense	$	20,700	$	15,806	$	4,894	31.0	%

The variances in rental income, real estate tax expense, property operating expense, land lease expense, and depreciation and amortization expense shown above were due to the acquisition of properties and the ownership of additional properties during the six months ended June 30, 2019 compared to the six months ended June 30, 2018.

General and administrative expenses increased $1.9 million, or 32%, to $7.9 million for the six months ended June 30, 2019, compared to $6.0 million for the six months ended June 30, 2018. The increase was primarily the result of increased employee headcount, increased compensation costs, and increased professional costs. General and administrative expenses as a percentage of total revenue decreased to 9.1% in the first half of 2019 from 9.2% in the first half of 2018.

Provision for impairment increased to $1.6 million for the six months ended June 30, 2019, compared to $1.2 million for the six months ended June 30, 2018. Provisions for impairment reflect the amount by which current book value exceeds estimated fair value and are not necessarily comparable period-to-period.

Interest expense increased $3.6 million, or 31%, to $15.0 million for the six months ended June 30, 2019, compared to $11.4 million for the six months ended June 30, 2018. The increase in interest expense was primarily a result of higher levels of borrowings in the first half of 2019 in comparison to the second half of 2018 to finance the acquisition and development of additional properties, which acquisition and development activity increased in the second half of 2019 in comparison to the prior period.

Income tax expense decreased $0.3 million to $0.0 million for the six months ended June 30, 2019, compared to $0.3 million for the six months ended June 30, 2018. The decrease was a result of a one-time credit of $0.5 million to reflect a reduction in the Company’s deferred tax liability of one of the Company’s taxable REIT subsidiaries.

Gain on sale of assets decreased $0.6 million, or 9%, to $6.4 million for the six months ended June 30, 2019, compared to $7.0 million for the six months ended June 30, 2018. Gains on sales of assets are dependent on the levels of disposition activity and the assets’ bases relative to their sales prices. As a result, such gains are not necessarily comparable period-to-period.

Net income increased $7.5 million, or 25%, to $37.2 million for the six months ended June 30, 2019, compared to $29.7 million for the six months ended June 30, 2018. The change was the result of the items discussed above.

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Liquidity and Capital Resources

Our principal demands for funds include payment of operating expenses, payment of principal and interest on our outstanding indebtedness, distributions to our shareholders and future property acquisitions and development.

We expect to meet our short-term liquidity requirements through cash provided from operations and borrowings under our revolving credit facility. As of June 30, 2019, available cash and cash equivalents was $5.5 million. As of June 30, 2019, we had $54.0 million outstanding on our revolving credit facility and $271.0 million was available for future borrowings, subject to our compliance with covenants. We anticipate funding our long-term capital needs through cash provided from operations, borrowings under our revolving credit facility, the issuance of debt and common or preferred equity or other instruments convertible into or exchangeable for common or preferred equity.

We continually evaluate alternative financing and believe that we can obtain financing on reasonable terms. However, there can be no assurance that additional financing or capital will be available, or that the terms will be acceptable or advantageous to us.

Equity

In September 2018, the Company closed a follow-on public offering of 3,500,000 shares of common stock in connection with a forward sale agreement (the “September 2018 Forward”). In April 2019, the Company closed a subsequent follow-on offering of 3,162,500 shares of common stock in connection with a forward sale agreement (the “April 2019 Forward”). Concurrently with entering into the April 2019 Forward, the Company settled the entirety of the September 2018 Forward and received net proceeds of approximately $186.0 million.

Upon the eventual settlement of the April 2019 Forward and the full exercise of the underwriters’ option to purchase additional shares, the offering is anticipated to raise net proceeds of approximately $199.9 million net of underwriting discounts, fees and commissions and will be subject to certain adjustments as provided in the forward sale agreement. The Company has not received proceeds from the sale of shares of its common stock by the forward purchasers. Selling common stock through a forward sale agreement enables the Company to set the price of such shares upon pricing the offering (subject to certain adjustments) while delaying the issuance of such shares and the receipt of the net proceeds by the Company. The forward sale agreements are required to be settled no later than May 1, 2020.

In May 2018, the Company entered into a $250.0 million at-the-market equity program (“ATM Program”) through which the Company may, from time to time, sell shares of common stock. In addition to selling shares of common stock, the Company may enter into forward sale agreements through its ATM Program. The Company intends to use the proceeds generated from its ATM Program for general corporate purposes, including funding our investment activity, the repayment or refinancing of outstanding indebtedness, working capital and other general purposes.

Capitalization

As of June 30, 2019, the Company’s total market capitalization was approximately $3.4 billion. Total market capitalization consisted of $2.7 billion of common equity (based on the June 28, 2019 closing price on the NYSE of $64.05 per common share and assuming the conversion of operating partnership units in the Operating Partnership (“OP units”)) and $716.8 million of total net debt, including (i) $60.2 million of mortgage notes payable; (ii) $240.0 million of unsecured term loans; (iii) $385.0 million of senior unsecured notes; (iv) $54.0 million of borrowings under our revolving credit facility, less (v) cash, cash equivalents and cash held in escrow of $22.4 million. Our ratio of total debt to total market capitalization was 21.6% at June 30, 2019.

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At June 30, 2019, the non-controlling interest in the Operating Partnership represented ownership of 0.8% of the Operating Partnership. The OP Units may, under certain circumstances, be exchanged for shares of common stock on a one-for-one basis. The Company, as sole general partner of the Operating Partnership, has the option to settle exchanged OP Units held by others for cash based on the current trading price of its shares. Assuming the exchange of all OP Units, there would have been 42,314,901 shares of common stock outstanding at June 30, 2019.

Debt

The below table summarizes the Company’s outstanding debt for the periods ended June 30, 2019 and December 31, 2018 (in thousands):


	Interest			Principal Amount Outstanding
Senior Unsecured Revolving Credit Facility	Rate		Maturity	June 30, 2019		December 31, 2018
Credit Facility ⁽¹⁾	3.40	%	January 2021	$	54,000	$	19,000
Total Credit Facility				$	54,000	$	19,000

Unsecured Term Loans ⁽²⁾
2019 Term Loan	3.62	%	May 2019	$	—	$	18,543
2023 Term Loan	2.40	%	July 2023		40,000		40,000
2024 Term Loan Facility	3.09	%	January 2024		65,000		65,000
2024 Term Loan Facility	3.20	%	January 2024		35,000		35,000
2026 Term Loan	4.26	%	January 2026		100,000		100,000
Total Unsecured Term Loans				$	240,000	$	258,543

Senior Unsecured Notes ⁽²⁾
2025 Senior Unsecured Notes	4.16	%	May 2025	$	50,000	$	50,000
2027 Senior Unsecured Notes	4.26	%	May 2027		50,000		50,000
2028 Senior Unsecured Notes	4.42	%	July 2028		60,000		60,000
2029 Senior Unsecured Notes	4.19	%	September 2029		100,000		100,000
2030 Senior Unsecured Notes	4.32	%	September 2030		125,000		125,000
Total Senior Unsecured Notes				$	385,000	$	385,000

Mortgage Notes Payable ⁽²⁾
Single Asset Mortgage Loan	3.32	%	October 2019		21,500		21,500
Portfolio Mortgage Loan	6.90	%	January 2020		1,053		1,922
Single Asset Mortgage Loan	6.24	%	February 2020		2,824		2,872
CMBS Portfolio Loan	3.60	%	January 2023		23,640		23,640
Single Asset Mortgage Loan	5.01	%	September 2023		4,870		4,959
Portfolio Credit Tenant Lease	6.27	%	July 2026		6,279		6,626
Total Mortgage Notes Payable				$	60,166	$	61,519

Total Principal Amount Outstanding				$	739,166	$	724,062

(1)	The annual interest rate of the Credit Facility assumes one-month LIBOR as of June 30, 2019 of 2.40%.

(2)	Interest rate includes the effects of variable interest rates that have been swapped to fixed interest rates.

Upcoming Maturities

The Single Asset Mortgage Loan associated with a 2017 asset acquisition matures in October 2019. The Portfolio Mortgage Loan associated with a portfolio of six assets acquired in 2001 matures in January 2020. The Single Asset Mortgage Loan associated with a 2009 asset acquisition matures in February 2020. The Company expects to use proceeds from our revolving credit facility to finance these debt maturities.

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Senior Unsecured Revolving Credit Facility

In December 2016, the Company amended and restated the credit agreement (the “Credit Agreement”) that governs the Company’s senior unsecured revolving credit facility and the Company’s unsecured term loan facility to increase the aggregate borrowing capacity to $350.0 million. In July 2018, the Company elected to pursue commitments under the accordion option outlined in its senior unsecured revolving credit facility to increase the revolving commitments by $75.0 million, raising the total revolving commitments under the amended and restated credit agreement from $250.0 million to $325.0 million. Including the increased commitments, the amended and restated credit agreement provides for a $325.0 million unsecured revolving credit facility, a $65.0 million unsecured term loan facility and a $35.0 million unsecured term loan facility (referenced below as 2024 Term Loan Facilities). The unsecured revolving credit facility matures January 2021 with options to extend the maturity date to January 2022. The 2024 Term Loan Facilities mature January 2024. The Company has the ability to increase the aggregate borrowing capacity under the credit agreement up to $500.0 million, subject to lender approval.

Unsecured Term Loan Facilities

In August 2016, the Company entered into a $20.3 million unsecured amortizing term loan that matured May 2019 (the “2019 Term Loan”). Borrowings under the 2019 Term Loan were priced at LIBOR plus 170 basis points. In order to fix LIBOR on the 2019 Term Loan at 1.92% until maturity, the Company had an interest rate swap agreement in place, which was assigned by the lender under the Mortgage Note to the 2019 Term Loan lender. Including the swap, an all-in interest rate of 3.62%, including the swap. The 2019 Term Loan was repaid upon maturity in May 2019.

The amended and restated credit agreement, described above, extended the maturity dates of the $65.0 million unsecured term loan facility and $35.0 million unsecured term loan facility (together, the “2024 Term Loan Facilities”) to January 2024. In connection with entering into the amended and restated credit agreement, the prior notes evidencing the existing $65.0 million unsecured term loan facility and $35.0 million unsecured term loan facility were canceled and new notes evidencing the 2024 Term Loan Facilities were executed. Borrowings under the unsecured 2024 Term Loan Facilities bear interest at a variable LIBOR plus 85 to 165 basis points, depending on the Company’s credit rating. The Company utilized existing interest rate swaps to effectively fix the LIBOR at 213 basis points until maturity (refer to Note 7 – Derivative Instruments and Hedging Activity). As of June 30, 2019, $100.0 million was outstanding under the 2024 Term Loan Facilities bearing an all-in interest rate of 3.13%, including the swap.

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Senior Unsecured Notes

In May 2015, the Company and Operating Partnership completed a private placement of $100.0 million principal amount of senior unsecured notes. The senior unsecured notes were sold in two series; $50.0 million of 4.16% notes due May 2025 (the “2025 Senior Unsecured Notes”) and $50.0 million of 4.26% notes due May 2027 (the “2027 Senior Unsecured Notes”). The weighted average term of the senior unsecured notes is 11 years and the weighted average interest rate is 4.21%. The senior unsecured notes were sold only to institutional investors and did not involve a public offering in reliance on the exemption from registration in Section 4(a)(2) of the Securities Act.

In July 2016, the Company entered into a note purchase agreement with institutional purchasers. Pursuant to the note purchase agreement, the Operating Partnership completed a private placement of $60.0 million aggregate principal amount of our 4.42% senior unsecured notes due July 2028 (the “2028 Senior Unsecured Notes”). The senior unsecured notes were sold only to institutional investors and did not involve a public offering in reliance on the exemption from registration in Section 4(a)(2) of the Securities Act.

In August 2017, the Company and the Operating Partnership entered into a note purchase agreement with institutional purchasers. Pursuant to the note purchase agreement, the Operating Partnership completed a private placement of $100.0 million aggregate principal amount of our 4.19% senior unsecured notes due September 2029 (the “2029 Senior Unsecured Notes”). The closing of the private placement was consummated in September 2017; and, on that date, the Operating Partnership issued the senior unsecured notes. The senior unsecured notes were sold only to institutional investors and did not involve a public offering in reliance on the exemption from registration in Section 4(a)(2) of the Securities Act.

In September 2018, the Company and the Operating Partnership entered into two supplements to uncommitted master note facilities previously entered into with institutional purchasers in August 2017. Pursuant to the supplements, the Operating Partnership completed a private placement of $125.0 million aggregate principal amount of our 4.32% senior unsecured notes due September 2030 (the “2030 Senior Unsecured Notes”). The senior unsecured notes were sold only to institutional investors and did not involve a public offering in reliance on the exemption from registration in Section 4(a)(2) of the Securities Act.

In June 2019, the Operating Partnership entered into a note purchase agreement with institutional investors in connection with the private placement of $125.0 million aggregate principal amount of its 4.47% senior unsecured notes due October 2031 (the “2031 Senior Unsecured Notes”). The closing of the private placement and the issuance of the 2031 Senior Unsecured Notes will take place on a date on or before October 30, 2019. The 2031 Senior Unsecured Notes will be sold only to institutional investors and will not involve a public offering in reliance on the exemption from registration in Section 4(a)(2) of the Securities Act. In March 2019, the Company entered into forward-starting interest rate swap agreements to fix the interest for $100.0 million of long-term debt until maturity. The Company terminated the swap agreements at the time of pricing the 2031 Senior Unsecured Notes, which resulted in an effective annual fixed rate of 4.41% for $100.0 million aggregate principal amount of the 2031 Senior Unsecured Notes. Considering the effect of the terminated swap agreements, the blended all-in rate to the Company for the $125.0 million aggregate principal amount of 2031 Senior Unsecured Notes is 4.42%.

Mortgage Notes Payable

As of June 30, 2019, the Company had total gross mortgage indebtedness of $60.2 million, with a weighted average term to maturity of 2.6 years. Including our mortgages that have been swapped to a fixed interest rate, our weighted average interest rate on mortgage debt was 4.07%.

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Loan Covenants

Cash Flows

Operating - Substantially all of our cash from operations is generated by rental income from our investment portfolio. Net cash provided by operating activities for the six months ended June 30, 2019 increased by $20.6 million over the same period in 2018, primarily due to the increase in the size of our real estate investment portfolio as a result of operations.

Investing - Net cash used in investing activities was $126.7 million higher during the six months ended June 30, 2019, compared to the same period in 2018. Acquisitions of properties during the first six months of 2019 were $121.3 million higher than the same period in 2018, due to overall increases in the level of acquisition activity. Development costs during the six months ended June 30, 2019 were $1.6 million higher than the same period in 2018, due to increases in the Company’s development activity. Proceeds from asset sales decreased by $3.6 million because the Company disposed of fewer properties during the six months ended June 30, 2019 compared to the same period in 2018.

Financing - Net cash provided by financing activities was $124.4 million higher during the six months ended June 30, 2019, compared to the same period in 2018. Net proceeds from the issuance of common stock and borrowings increased by $244.9 million during the six months ended June 30, 2019 compared to the same period in 2018, primarily to fund the increased level of acquisitions occurring in 2019. Additionally, the Company increased our total dividends and distributions paid to our stockholders and non-controlling owners by $9.9 million during the first six months of 2019 compared to the same period in 2018. The Company increased our quarterly dividend in the second quarter of 2019 to an annualized $2.28 per common share, a 5.6% increase over the annualized $2.16 per common share declared in the second quarter of 2018.

Contractual Obligations

The following table summarizes our contractual obligations as of June 30, 2019 (in thousands):


	Remainder of
	2019		2020		2021		2022		2023		Thereafter		Total
Mortgage Notes Payable	$	22,897	$	3,867	$	998	$	1,060	$	28,726	$	2,618	$	60,166
Revolving Credit Facility		—		—		54,000		—		—		—		54,000
Unsecured Term Loans		—		—		—		—		40,000		200,000		240,000
Senior Unsecured Notes		—		—		—		—		—		385,000		385,000
Land Lease Obligations		623		1,245		1,191		965		965		35,883		40,872
Estimated Interest Payments on Outstanding Debt ⁽¹⁾		12,315		28,289		26,276		26,132		24,746		91,933		209,691
Total	$	35,835	$	33,401	$	82,465	$	28,157	$	94,436	$	715,434	$	989,729

(1)

Includes estimated interest payments based on (i) the stated rates for mortgage notes payable, including the effect of interest rate swaps; (ii) the stated rates for unsecured term loans, including the effect of interest rate swaps and assuming the interest rate in effect for the most recent quarter remains in effect through the respective maturity dates; and (iii) the stated rates for senior unsecured notes.

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Dividends

During the quarter ended June 30, 2019, the Company declared a quarterly dividend of $0.570 per share. The cash dividend was paid on July 12, 2019 to holders of record on June 28, 2019.

Recent Accounting Pronouncements

Refer to Note 2 to the June 30, 2019 Interim Condensed Consolidated Financial Statements.

Critical Accounting Policies and Estimates

The preparation of financial statements in accordance with accounting principles generally accepted in the United States of America (“GAAP”) requires the Company’s management to use judgment in the application of accounting policies, including making estimates and assumptions. Management bases estimates on the best information available at the time, its experience, and on various other assumptions believed to be reasonable under the circumstances. These estimates affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting periods. If management’s judgment or interpretation of the facts and circumstances relating to various transactions or other matters had been different, it is possible that different accounting principles would have been applied, resulting in a different presentation of the interim condensed consolidated financial statements. From time to time, the Company may re-evaluate its estimates and assumptions. In the event estimates or assumptions prove to be different from actual results, adjustments are made in subsequent periods to reflect more current estimates and assumptions about matters that are inherently uncertain. A summary of the Company’s critical accounting policies is included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2018. The Company has not made any material changes to these policies during the periods covered by this quarterly report.

Non-GAAP Financial Measures

Funds from Operations (“FFO or “Nareit FFO”)

FFO is defined by the National Association of Real Estate Investment Trusts, Inc. (“Nareit”) to mean net income computed in accordance with GAAP, excluding gains (or losses) from sales of real estate assets and/or changes in control, plus real estate related depreciation and amortization and any impairment charges on depreciable real estate assets, and after adjustments for unconsolidated partnerships and joint ventures. Historical cost accounting for real estate assets in accordance with GAAP implicitly assumes that the value of real estate assets diminishes predictably over time. Since real estate values instead have historically risen or fallen with market conditions, most real estate industry investors consider FFO to be helpful in evaluating a real estate company’s operations.

FFO should not be considered an alternative to net income as the primary indicator of the Company’s operating performance, or as an alternative to cash flow as a measure of liquidity. Further, while the Company adheres to the Nareit definition of FFO, its presentation of FFO is not necessarily comparable to similarly titled measures of other REITs due to the fact that all REITs may not use the same definition.

Core Funds from Operations (“Core FFO”)

The Company defines Core FFO as Nareit FFO with the addback of noncash amortization of above- and below- market lease intangibles. Under Nareit’s definition of FFO, lease intangibles created upon acquisition of a net lease must be amortized over the remaining term of the lease. The Company believes that by recognizing amortization charges for above- and below-market lease intangibles, the utility of FFO as a financial performance measure can be diminished. Management believes that its measure of Core FFO facilitates useful comparison of performance to its peers who predominantly transact in sale-leaseback transactions and are thereby not required by GAAP to allocate purchase price to lease intangibles. Unlike many of its peers, the Company has acquired the substantial majority of its net leased properties through acquisitions of properties from third parties or in connection with the acquisitions of ground leases from third parties.

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Core FFO should not be considered an alternative to net income as the primary indicator of the Company’s operating performance, or as an alternative to cash flow as a measure of liquidity. Further, the Company’s presentation of Core FFO is not necessarily comparable to similarly titled measures of other REITs due to the fact that all REITs may not use the same definition.

Adjusted Funds from Operations (“AFFO”)

AFFO is a non-GAAP financial measure of operating performance used by many companies in the REIT industry. AFFO further adjusts FFO and Core FFO for certain non-cash and/or infrequently recurring items that reduce or increase net income computed in accordance with GAAP. Management considers AFFO a useful supplemental measure of the Company’s performance, however, AFFO should not be considered an alternative to net income as an indication of the Company’s performance, or to cash flow as a measure of liquidity or ability to make distributions. The Company’s computation of AFFO may differ from the methodology for calculating AFFO used by other equity REITs, and therefore may not be comparable to such other REITs.

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Reconciliations

The following table provides a reconciliation from net income to FFO, Core FFO and AFFO for the three and six months ended June 30, 2019 and 2018 (in thousands):


	Three Months Ended				Six Months Ended
	June 30, 2019		June 30, 2018		June 30, 2019		June 30, 2018
Reconciliation from Net Income to Funds from Operations
Net income	$	18,722	$	13,068	$	37,238	$	29,704
Depreciation of rental real estate assets		8,276		5,934		15,920		11,589
Amortization of lease intangibles - in-place leases and leasing costs		2,496		2,091		4,653		4,175
Provision for impairment		1,193		1,163		1,609		1,163
Gain on sale of assets		(2,949)		(2,434)		(6,376)		(7,032)
Funds from Operations	$	27,738	$	19,822	$	53,044	$	39,599

Amortization of above (below) market lease intangibles, net		3,225		2,513		6,501		4,756
Core Funds from Operations	$	30,963	$	22,335	$	59,545	$	44,355

Straight-line accrued rent		(1,692)		(1,093)		(3,190)		(2,205)
Deferred tax expense (benefit)		—		—		(475)		—
Stock based compensation expense		1,026		833		1,939		1,525
Amortization of financing costs		209		132		365		298
Non-real estate depreciation		64		21		127		42
Adjusted Funds from Operations	$	30,570	$	22,228	$	58,311	$	44,015

Funds from Operations Per Share - Diluted	$	0.67	$	0.63	$	1.32	$	1.26
Core Funds from Operations Per Share - Diluted	$	0.75	$	0.71	$	1.49	$	1.41
Adjusted Funds from Operations Per Share - Diluted	$	0.74	$	0.70	$	1.45	$	1.40

Weighted average shares and OP units outstanding
Basic		40,959,991		31,168,804		39,406,362		31,159,002
Diluted		41,489,278		31,569,840		40,092,956		31,384,313

Additional supplemental disclosure
Scheduled principal repayments	$	745	$	828	$	1,607	$	1,648
Capitalized interest	$	113	$	148	$	203	$	292
Capitalized building improvements	$	926	$	42	$	960	$	76

ITEM 3.Quantitative and Qualitative Disclosures about Market Risk

We are exposed to interest rate risk primarily through borrowing activities. There is inherent roll-over risk for borrowings as they mature and are renewed at current market rates. The extent of this risk is not quantifiable or predictable because of the variability of future interest rates and our future financing requirements.

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Our interest rate risk is monitored using a variety of techniques. The table below presents the principal payments and the weighted average interest rates on outstanding debt, by year of expected maturity, to evaluate the expected cash flows and sensitivity to interest rate changes.

($ in thousands)


	2019			2020			2021			2022			2023			Thereafter			Total
Mortgage Notes Payable	$	22,897		$	3,867		$	998		$	1,060		$	28,726		$	2,618		$	60,166
Average Interest Rate		3.52	%		6.21	%		6.02	%		6.02	%		3.89	%		6.27	%

Unsecured Revolving Credit Facility ⁽¹⁾	$	—		$	—		$	54,000		$	—		$	—		$	—		$	54,000
Average Interest Rate								3.40	%

Unsecured Term Loans	$	—		$	—		$	—		$	—		$	40,000		$	200,000		$	240,000
Average Interest Rate														2.40	%		3.48	%

Senior Unsecured Notes	$	—		$	—		$	—		$	—		$	—		$	385,000		$	385,000
Average Interest Rate																	4.27	%

(1)	The balloon payment balance includes the balance outstanding under the Credit Facility as of June 30, 2019. The Credit Facility matures in January 2021, with options to extend the maturity for one year at the Company’s election, subject to certain conditions.

The fair value is estimated to be $60.9 million, $239.2 million and $403.5 million for mortgage notes payable, unsecured term loans and senior unsecured notes, respectively, as of June 30, 2019.

The table above incorporates those exposures that exist as of June 30, 2019; it does not consider those exposures or positions which could arise after that date. As a result, our ultimate realized gain or loss with respect to interest rate fluctuations will depend on the exposures that arise during the period and interest rates.

We seek to limit the impact of interest rate changes on earnings and cash flows and to lower the overall borrowing costs by closely monitoring our variable rate debt and converting such debt to fixed rates when we deem such conversion advantageous. From time to time, we may enter into interest rate swap agreements or other interest rate hedging contracts. While these agreements are intended to lessen the impact of rising interest rates, they also expose us to the risks that the other parties to the agreements will not perform. We could incur significant costs associated with the settlement of the agreements, the agreements will be unenforceable and the underlying transactions will fail to qualify as highly-effective cash flow hedges under GAAP guidance.

In September 2013, the Company entered into an interest rate swap agreement to hedge against changes in future cash flows resulting from changes in interest rates on $35.0 million in variable-rate borrowings. Under the terms of the interest rate swap agreement, the Company receives from the counterparty interest on the notional amount based on 1 month LIBOR and pays to the counterparty a fixed rate of 2.20%. This swap effectively converted $35.0 million of variable-rate borrowings to fixed-rate borrowings from October 3, 2013 to September 29, 2020. As of June 30, 2019, this interest rate swap was valued as a liability of approximately $0.2 million.

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In July 2014, the Company entered into interest rate swap agreements to hedge against changes in future cash flows resulting from changes in interest rates on $65.0 million in variable-rate borrowings. Under the terms of the interest rate swap agreement, the Company receives from the counterparty interest on the notional amount based on 1 month LIBOR and pays to the counterparty a fixed rate of 2.09%. This swap effectively converted $65.0 million of variable-rate borrowings to fixed-rate borrowings from July 21, 2014 to July 21, 2021. As of June 30, 2019, this interest rate swap was valued as a liability of approximately $0.6 million.

In September 2017, the Company entered into an interest rate swap agreement to hedge against changes in future cash flows resulting from changes in interest rates on $40.0 million in variable-rate borrowings. Under the terms of the interest rate swap agreement, the Company receives from the counterparty interest on the notional amount based on 1 month LIBOR and pays to the counterparty a fixed rate of 1.40%. This swap effectively converted $40.0 million of variable-rate borrowings to fixed-rate borrowings from August 1, 2016 to July 1, 2023. As of June 30, 2019, this interest rate swap was valued as an asset of approximately $0.3 million.

In December 2018, the Company entered into interest rate swap agreements to hedge against changes in future cash flows resulting from changes in interest rates on $100.0 million in variable-rate borrowings. Under the terms of the interest rate swap agreements, the Company receives from the counterparty interest on the notional amount based on 1 month LIBOR and pays to the counterparty a fixed rate of 2.66%. This swap effectively converts $100.0 million of variable-rate borrowings to fixed-rate borrowings from December 27, 2018 to January 15, 2026. As of June 30, 2019, this interest rate swap was valued as a liability of approximately $5.9 million.

In March 2019, the Company entered into forward-starting interest rate swap agreements to hedge against changes in future cash flows resulting from changes in interest rates on $100.0 million of forecasted issuances of long-term debt. Under the terms of the interest rate swap agreements, the Company would receive from the counterparties interest on the notional amount based on three month LIBOR and will pay to the counterparties a fixed rate of 2.51%, effective beginning October 1, 2019. In May, the Company terminated the swap agreements at the time of pricing the future debt issuance, receiving $0.8 million upon termination.

In June 2019, the Company entered into forward-starting interest rate swap agreements to hedge against changes in future cash flows resulting from changes in interest rates from the trade date through the forecasted issuance date of $100 million of long-term debt. The Company is hedging its exposure to the variability in future cash flows for a forecasted issuance of long-term debt over a maximum period ending March 2021. As of June 30, 2019, these interest rate swaps were valued as a liability of approximately $0.3 million.

We do not use derivative instruments for trading or other speculative purposes and we did not have any other derivative instruments or hedging activities as of June 30, 2019.

In July 2017, the Financial Conduct Authority (the authority that regulates LIBOR) announced it intends to stop compelling banks to submit rates for the calculation of LIBOR after 2021. The Alternative Reference Rates Committee, or ARRC, has proposed that the Secured Overnight Financing Rate, or SOFR, is the rate that represents best practice as the alternative to LIBOR for use in derivatives and other financial contracts that are currently indexed to LIBOR. The ARRC has proposed a paced market transition plan to SOFR from LIBOR and organizations are currently working on industry wide and company specific transition plans as it relates to derivatives and cash markets exposed to LIBOR. At June 30, 2019, the Company does have contracts that are indexed to LIBOR, including its unsecured revolving credit facility, and continues to monitor this activity and evaluate the related risks.

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ITEM 4. Controls and Procedures

Disclosure Controls and Procedures

At the end of the period covered by this report, we conducted an evaluation, under the supervision and with the participation of our principal executive officer and principal financial officer, of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act). Based on this evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures are effective to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms.

Changes in Internal Control over Financial Reporting

There was no change in our internal control over financial reporting during our most recently completed fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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PART II OTHER INFORMATION

ITEM 1. Legal Proceedings

We are not presently involved in any material litigation nor, to our knowledge, is any other material litigation threatened against us, except for routine litigation arising in the ordinary course of business which is expected to be covered by our liability insurance.

ITEM 1A. Risk Factors

There have been no material changes from our risk factors set forth under Item 1A of Part 1 of our most recently filed Form 10-K.

ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds

None.

ITEM 3. Defaults upon Senior Securities

None.

ITEM 4. Mine Safety Disclosures

Not applicable.

ITEM 5. Other Information

Not applicable.

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ITEM 6. EXHIBITS



3.1	Articles of Amendment of the Company (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8 K filed on April 25, 2019).

*10.1	Note Purchase Agreement, dated as of June 14, 2019, among Agree Limited Partnership, the Company and the purchasers named therein.

*10.2	First Amendment to Term Loan Agreement, dated May 6, 2019, by and among Agree Limited Partnership, the Company, PNC Bank, National Association and the other lenders party thereto.

*10.3	Second Amendment to Amended and Restated Revolving Credit and Term Loan Agreement, dated as of May 6, 2019, by and among Agree Limited Partnership, the Company, PNC Bank, National Association and the other lenders party thereto.

*10.4	Third Amendment to Term Loan Agreement, dated May 6, 2019, by and among Agree Limited Partnership, the Company, Capital One, National Association and Raymond James Bank, N.A.

*31.1	Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, Joel N. Agree, Chief Executive Officer

*31.2	Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, Clayton R. Thelen, Chief Financial Officer

*32.1	Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, Joel N. Agree, Chief Executive Officer

*32.2	Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, Clayton R. Thelen, Chief Financial Officer

*101	The following materials from Agree Realty Corporation’s Quarterly Report on Form 10-Q for the six months ended June 30, 2019 formatted in iXBRL (Inline eXtensible Business Reporting Language): (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Income and Comprehensive Income, (iii) the Consolidated Statement of Stockholders’ Equity, (iv) the Consolidated Statements of Cash Flows, and (v) related notes to these consolidated financial statements.

* Filed herewith.

Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Agree Realty Corporation

/s/ JOEL N. AGREE
Joel N. Agree
President and Chief Executive Officer

/s/ CLAYTON R. THELEN
Clayton R. Thelen
Chief Financial Officer and Secretary
(Principal Financial Officer)

Date: July 22, 2019

Exhibit 10.1

Execution Version

Agree Limited Partnership

______________

$125,000,000 4.47% Senior Guaranteed Notes due October 30, 2031

______________

Note Purchase Agreement

_____________

Dated as of June 14, 2019

Table of Contents

(Not a part of the Agreement)


SECTION	HEADING	PAGE

SECTION 1.	AUTHORIZATION OF NOTES	1

SECTION 2.	SALE AND PURCHASE OF NOTES	1

Section 2.1.	Purchase and Sale of Notes	1
Section 2.2.	Guaranty	1

SECTION 3.	CLOSING	2

SECTION 4.	CONDITIONS TO CLOSING	2

Section 4.1.	Representations and Warranties	2
Section 4.2.	Performance; No Default	2
Section 4.3.	Compliance Certificates	3
Section 4.4.	Opinions of Counsel	3
Section 4.5.	Purchase Permitted by Applicable Law, Etc	4
Section 4.6.	Sale of Other Notes	4
Section 4.7.	Payment of Special Counsel Fees.	4
Section 4.8.	Private Placement Number	4
Section 4.9.	Changes in Legal Structure	4
Section 4.10.	Guaranty	4
Section 4.11.	Funding Instructions	4
Section 4.12.	Notice of Closing Date	5
Section 4.13.	Proceedings and Documents	5

SECTION 5.	REPRESENTATIONS AND WARRANTIES OF THE PARENT GUARANTOR AND THE COMPANY	5

Section 5.1.	Organization; Power and Authority	5
Section 5.2.	Authorization, Etc	5
Section 5.3.	Disclosure	5
Section 5.4.	Organization and Ownership of Shares of Subsidiaries; Affiliates	6
Section 5.5.	Financial Statements; Material Liabilities	6
Section 5.6.	Compliance with Laws, Other Instruments, Etc	7
Section 5.7.	Governmental Authorizations, Etc	7
Section 5.8.	Litigation; Observance of Agreements, Statutes and Orders	7
Section 5.9.	Taxes	7
Section 5.10.	Title to Property; Leases	8
Section 5.11.	Licenses, Permits, Etc	8
Section 5.12.	Compliance with Employee Benefit Plans.	8
Section 5.13.	Private Offering	9
Section 5.14.	Use of Proceeds; Margin Regulations	10

Section 5.15.	Existing Indebtedness; Future Liens	10
Section 5.16.	Foreign Assets Control Regulations, Etc.	11
Section 5.17.	Status under Certain Statutes	11
Section 5.18.	Notes Rank Pari Passu	11
Section 5.19.	Environmental Matters	12
Section 5.20.	REIT Status	12

SECTION 6.	REPRESENTATIONS OF THE PURCHASERS	12

Section 6.1.	Purchase for Investment	12
Section 6.2.	Source of Funds	13

SECTION 7.	INFORMATION AS TO THE PARENT GUARANTOR AND THE COMPANY	14

Section 7.1.	Financial and Business Information	14
Section 7.2.	Officer’s Certificate	17
Section 7.3.	Visitation	18
Section 7.4.	Electronic Delivery	18

SECTION 8.	PAYMENT AND PREPAYMENT OF THE NOTES	19

Section 8.1.	Maturity	19
Section 8.2.	Optional Prepayments with Make Whole Amount	19
Section 8.3.	Change in Control	20
Section 8.4.	Allocation of Partial Prepayments	21
Section 8.5.	Maturity; Surrender, Etc	21
Section 8.6.	Purchase of Notes	21
Section 8.7.	Make-Whole Amount	22
Section 8.8.	Payments Due on Non Business Days	23

SECTION 9.	AFFIRMATIVE COVENANTS	24

Section 9.1.	Compliance with Laws	24
Section 9.2.	Insurance	24
Section 9.3.	Maintenance of Properties	24
Section 9.4.	Payment of Taxes and Claims	24
Section 9.5.	Legal Existence, Etc	25
Section 9.6.	Notes to Rank Pari Passu	25
Section 9.7.	Books and Records	26
Section 9.8.	Subsidiary Guarantors	26
Section 9.9.	Ownership	27

SECTION 10.	NEGATIVE COVENANTS	27

Section 10.1.	Transactions with Affiliates	27
Section 10.2.	Maximum Aggregate Debt Limit	27
Section 10.3.	Maximum Aggregate Secured Debt Limit	28
Section 10.4.	Minimum Interest Coverage	28
Section 10.5.	Minimum Unsecured Debt Ratio	28

Section 10.6.	Minimum Unsecured Debt Yield	28
Section 10.7.	Minimum Net Worth	28
Section 10.8.	Maximum Quarterly Dividends	29
Section 10.9.	Mergers, Consolidations, Etc.	29
Section 10.10.	Line of Business	31
Section 10.11.	Economic Sanctions, Etc.	31

SECTION 11.	EVENTS OF DEFAULT	31

SECTION 12.	REMEDIES ON DEFAULT, ETC	34

Section 12.1.	Acceleration	34
Section 12.2.	Other Remedies	34
Section 12.3.	Rescission	34
Section 12.4.	No Waivers or Election of Remedies, Expenses, Etc	35

SECTION 13.	REGISTRATION; EXCHANGE; SUBSTITUTION OF NOTES	35

Section 13.1.	Registration of Notes	35
Section 13.2.	Transfer and Exchange of Notes	35
Section 13.3.	Replacement of Notes	36

SECTION 14.	PAYMENTS ON NOTES	36

Section 14.1.	Place of Payment	36
Section 14.2.	Home Office Payment	36
Section 14.3.	FATCA Information	37

SECTION 15.	EXPENSES, ETC	37

Section 15.1.	Transaction Expenses	37
Section 15.2.	Survival	38

SECTION 16.	SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT	38

SECTION 17.	AMENDMENT AND WAIVER	38

Section 17.1.	Requirements	38
Section 17.2.	Solicitation of Holders of Notes	39
Section 17.3.	Binding Effect, Etc	39
Section 17.4.	Notes Held by Company, Etc	40

SECTION 18.	NOTICES	40

SECTION 19.	REPRODUCTION OF DOCUMENTS	40

SECTION 20.	CONFIDENTIAL INFORMATION	41

iii

SECTION 21.	SUBSTITUTION OF PURCHASER	42

SECTION 22.	MISCELLANEOUS	42

Section 22.1.	Successors and Assigns	42
Section 22.2.	Accounting Terms	43
Section 22.3.	Severability	43
Section 22.4.	Construction, Etc	43
Section 22.5.	Counterparts	44
Section 22.6.	Governing Law	44
Section 22.7.	Jurisdiction and Process; Waiver of Jury Trial	44

Signature		46


SCHEDULE A	—	Information Relating to Purchasers

SCHEDULE B	—	Defined Terms

SCHEDULE 5.3	—	Disclosure Materials

SCHEDULE 5.4	—	Subsidiaries of the Parent Guarantor and Ownership of Subsidiary Stock

SCHEDULE 5.15	—	Existing Indebtedness

EXHIBIT 1	—	Form of 4.47% Senior Guaranteed Notes due October 30, 2031

EXHIBIT 2.2	—	Form of Guaranty

EXHIBIT 4.4(a)(i)	—	Form of Opinion of Counsel to the Company and the Guarantors

EXHIBIT 4.4(a)(ii)	—	Form of Opinion of Special Maryland Counsel to Parent Guarantor

EXHIBIT 4.4(b)	—	Form of Opinion of Counsel to the Purchasers

Agree Limited Partnership

70 E. Long Lake Road

Bloomfield Hills, MI 48304

$125,000,000 4.47% Senior Guaranteed Notes due October 30, 2031

Dated as of June 14, 2019

To Each of the Purchasers Listed in

Schedule A Hereto:

Ladies and Gentlemen:

Agree limited partnership, a Delaware limited partnership (the “Company”), and agree realty corporation, a Maryland corporation operating as a real estate investment trust (the “Parent Guarantor”), jointly and severally, agree with each of the purchasers whose names appear at the end hereof (each, a “Purchaser” and, collectively, the “Purchasers”) as follows:

Section 1.Authorization of Notes.

The Company will authorize the issue and sale of $125,000,000 aggregate principal amount of its 4.47% Senior Guaranteed Notes due October 30, 2031 (the “Notes”, such term to include any such notes issued in substitution therefore pursuant to Section 13). The Notes shall be substantially in the form set out in Exhibit 1 with such changes therefrom, if any, as may be approved by the Purchasers and the Company. Certain capitalized and other terms used in this Agreement are defined in Schedule B; and references to a “Schedule” or an “Exhibit” are, unless otherwise specified, to a Schedule or an Exhibit attached to this Agreement.

Section 2.Sale and Purchase of Notes.

Section 2.1.Purchase and Sale of Notes. Subject to the terms and conditions of this Agreement, the Company will issue and sell to each Purchaser and each Purchaser will purchase from the Company, at the Closing provided for in Section 3, Notes in the principal amount specified opposite such Purchaser’s name in Schedule A at the purchase price of 100% of the principal amount thereof. The Purchasers’ obligations hereunder are several and not joint obligations and no Purchaser shall have any liability to any Person for the performance or non‑performance of any obligation by any other Purchaser hereunder.

Section 2.2.Guaranty. The payment by the Company of all amounts due with respect to the Notes and the performance by the Company of its obligations under this Agreement will be absolutely and unconditionally guaranteed by the Parent Guarantor and Subsidiary Guarantors pursuant to the guaranty agreement substantially in the form of Exhibit 2.2 attached hereto and

Exhibit 1

(to Note Purchase Agreement)

made a part hereof (as the same may be amended, modified, extended or renewed, the “Guaranty”).

Section 3.Closing.

The execution and delivery of this Agreement shall occur on June 14, 2019. The sale and purchase of the Notes to be purchased by each Purchaser shall occur at the offices of Chapman and Cutler LLP, 111 West Monroe Street, Chicago, Illinois 60603 at 10:00 A.M. Chicago time, at a closing (the “Closing”) on any date on or after July 1, 2019 but on or before October 30, 2019 as the Company may select with at least five (5) Business Days prior written notice to the Purchasers in accordance with Section 4.12. At the Closing, the Company will deliver to each Purchaser the Notes to be purchased by such Purchaser at the Closing in the form of a single Note (or such greater number of Notes in denominations of at least $100,000 as such Purchaser may request) dated the date of the Closing and registered in such Purchaser’s name (or in the name of its nominee), against delivery by such Purchaser to the Company or its order of immediately available funds in the amount of the purchase price therefor by wire transfer of immediately available funds to the account identified pursuant to Section 4.11. If at the Closing the Company shall fail to tender such Notes to any Purchaser as provided above in this Section 3, or any of the conditions specified in Section 4 shall not have been fulfilled to such Purchaser’s satisfaction, such Purchaser shall, at its election, be relieved of all further obligations under this Agreement, without thereby waiving any rights such Purchaser may have by reason of such failure or such nonfulfillment.

Section 4.Conditions to Closing.

Each Purchaser’s obligation to purchase and pay for the Notes to be sold to such Purchaser at the Closing is subject to the fulfillment to such Purchaser’s satisfaction, prior to or at the Closing, of the following conditions:

Section 4.1.Representations and Warranties. (a) The representations and warranties of the Company in this Agreement shall be correct when made and at the time of the Closing; provided that the Company shall be permitted to make additions and deletions to any of Schedules 5.4 or 5.15 after the date of this Agreement but prior to the Closing, so long as (a) the Company shall have provided updated copies of the relevant Schedules to each Purchaser at least five (5) Business Days prior to the Closing and (b) any such additions or deletions are in all respects satisfactory to each Purchaser as a condition to the Closing.

(b)The representations and warranties of the Guarantors in this Agreement and the Guaranty shall be correct when made and at the time of the Closing.

Section 4.2.Performance; No Default. (a) The Company shall have performed and complied with all agreements and conditions contained in this Agreement required to be performed or complied with by it prior to or at the Closing and from the date of this Agreement to the Closing assuming that Sections 9 and 10 are applicable from the date of this Agreement. From the date of this Agreement until the Closing, before and after, and after giving effect to the issue and sale of the Notes at the Closing (and the application of the proceeds thereof as contemplated by

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Section 5.14), no Change in Control, Default or Event of Default shall have occurred and be continuing. Neither the Company nor any of its Subsidiaries shall have entered into any transaction since March 31, 2019 that would have been prohibited by Section 10 had such Section applied since such date.

(b)Each Guarantor shall have performed and complied with all agreements and conditions contained in this Agreement and the Guaranty required to be performed and complied with by it prior to or at the Closing, and after giving effect to the issue and sale of Notes at the Closing (and the application of the proceeds thereof as contemplated by Section 5.14), no Default or Event of Default shall have occurred and be continuing. Neither the Parent Guarantor nor any Subsidiary shall have entered into any transaction since March 31, 2019 that would have been prohibited by Section 10 had such Section applied since such date.

Section 4.3.Compliance Certificates.

(a)Officer’s Certificate. The Company shall have delivered to such Purchaser an Officer’s Certificate, dated the date of the Closing, certifying that the conditions specified in Sections 4.1(a), 4.2(a) and 4.9 have been fulfilled.

(b)Guarantor Officer’s Certificate. Each Guarantor shall have delivered to such Purchaser an Officer’s Certificate, dated the date of the Closing, certifying that the conditions specified in Section 4.1(b), 4.2(b) and 4.9 have been fulfilled.

(c)Secretary’s Certificate. The Company shall have delivered to such Purchaser a certificate of its general partner, dated the date of the Closing, certifying as to (i) the resolutions attached thereto and other proceedings relating to the authorization, execution and delivery of the Notes and this Agreement and (ii) the Company’s organizational documents as then in effect.

(d)Guarantor Secretary’s Certificate. Each Guarantor shall have delivered to such Purchaser a certificate of an authorized officer, dated the date of the Closing, certifying as to (i) the resolutions attached thereto and other legal proceedings relating to the authorization, execution and delivery of this Agreement (in the case of the Parent Guarantor) and the Guaranty and (ii) the Guarantor’s organizational documents as then in effect.

(e)Certificates. The certificates provided under this Section 4.3 may be combined and delivered as one or more certificates.

Section 4.4.Opinions of Counsel. Such Purchaser shall have received opinions in form and substance satisfactory to such Purchaser, dated the date of the Closing (a)(i) from Honigman LLP, independent counsel for the Company and the Guarantors, covering the matters set forth in Exhibit 4.4(a)(i) and covering such other matters incident to the transactions contemplated hereby as such Purchaser or its counsel may reasonably request as appropriate (and the Company and the Parent Guarantor hereby instruct their counsel to deliver such opinion to the Purchasers), (ii) from Ballard Spahr LLP, as special Maryland counsel to the Parent Guarantor, covering the matters as appropriate for the Parent Guarantor set forth in Exhibit 4.4(a)(ii) and covering such other matters incident to the transactions contemplated hereby as such Purchaser or its counsel may reasonably

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request as appropriate (and the Company and the Parent Guarantor hereby instruct their counsel to deliver such opinion to the Purchasers) and (b) from Chapman and Cutler LLP, the Purchasers’ special counsel in connection with such transactions, substantially in the form set forth in Exhibit 4.4(b) and covering such other matters incident to such transactions as such Purchaser may reasonably request.

Section 4.5.Purchase Permitted by Applicable Law, Etc. On the date of the Closing such Purchaser’s purchase of Notes shall (a) be permitted by the laws and regulations of each jurisdiction to which such Purchaser is subject, without recourse to provisions (such as section 1405(a)(8) of the New York Insurance Law) permitting limited investments by insurance companies without restriction as to the character of the particular investment, (b) not violate any applicable law or regulation (including, without limitation, Regulation T, U or X of the Board of Governors of the Federal Reserve System) and (c) not subject such Purchaser to any tax, penalty or liability under or pursuant to any applicable law or regulation, which law or regulation was not in effect on the date hereof. If requested by such Purchaser, such Purchaser shall have received an Officer’s Certificate certifying as to such matters of fact as such Purchaser may reasonably specify to enable such Purchaser to determine whether such purchase is so permitted.

Section 4.6.Sale of Other Notes. Contemporaneously with the Closing, the Company shall sell to each other Purchaser, and each other Purchaser shall purchase, the Notes to be purchased by it at the Closing as specified in Schedule A hereto.

Section 4.7.Payment of Special Counsel Fees. Without limiting the provisions of Section 15.1, the Company shall have paid on or before the date of this Agreement and the Closing the reasonable fees, charges and disbursements of the Purchasers’ special counsel referred to in Section 4.4 to the extent reflected in a statement of such counsel rendered to the Company at least one Business Day prior to the date of this Agreement or the Closing, as applicable.

Section 4.8.Private Placement Number. A Private Placement Number issued by Standard & Poor’s CUSIP Service Bureau (in cooperation with the SVO) shall have been obtained for the Notes.

Section 4.9.Changes in Legal Structure. Other than as permitted by Section 10.9, the Obligors shall not have changed their respective jurisdiction of incorporation or organization, as applicable, or been a party to any merger or consolidation or succeeded to all or any substantial part of the liabilities of any other entity, at any time following the date of the most recent financial statements referred to in Section 5.5.

Section 4.10.Guaranty. The Guaranty shall have been executed and delivered by the Guarantors and shall be in full force and effect.

Section 4.11.Funding Instructions. At least three Business Days prior to the date of the Closing, each Purchaser shall have received written instructions signed by a Responsible Officer on letterhead of the Company or the Parent Guarantor identifying (a) the name and address of the transferee bank, (b) such transferee bank’s ABA number and (c) the account name and number into which the purchase price for the Notes is to be deposited.

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Section 4.12.Notice of Closing Date. At least five (5) Business Days prior to the date of the Closing, each Purchaser shall have received written notice signed by a Responsible Officer on letterhead of the Company confirming the date of the Closing applicable to the Notes and confirming the interest payment dates for the Notes, as applicable, based on such date selected for the Closing.

Section 4.13.Proceedings and Documents. All legal and other proceedings in connection with the transactions contemplated by this Agreement and all documents and instruments incident to such transactions shall be satisfactory to such Purchaser and its special counsel, and such Purchaser and its special counsel shall have received all such counterpart originals or certified or other copies of such documents as such Purchaser or such special counsel may reasonably request.

Section 5.Representations and Warranties of the Parent Guarantor and the Company.

The Company and the Parent Guarantor jointly and severally represent and warrant to each Purchaser as of the date of this Agreement and as of the time of Closing that:

Section 5.1.Organization; Power and Authority. Each Obligor is an entity duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, except as noted in Schedule 5.4, and is duly qualified as a foreign entity and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each Obligor has the legal power and authority to own or hold under lease the properties it purports to own or hold under lease, to transact the business it transacts and proposes to transact, to execute and deliver this Agreement or the Guaranty, and the Notes, as applicable, and to perform the provisions hereof and thereof.

Section 5.2.Authorization, Etc. This Agreement, the Guaranty and the Notes have been duly authorized by all necessary legal action on the part of the Obligors party thereto, and this Agreement and the Guaranty constitute, and upon execution and delivery thereof each Note will constitute, a legal, valid and binding obligation of each Obligor party thereto enforceable against the Obligor party thereto in accordance with its terms, except as such enforceability may be limited by (a) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (b) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

Section 5.3.Disclosure. This Agreement, and the documents, certificates or other writings delivered to the Purchasers by or on behalf of the Company and the Parent Guarantor in connection with the transactions contemplated hereby and identified in Schedule 5.3, and the financial statements referred to in Section 5.5, (this Agreement, and such documents, certificates or other writings and such financial statements delivered to each Purchaser prior to May 2, 2019, being referred to, collectively, as the “Disclosure Documents”), taken as a whole, do not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein not misleading in light of the circumstances under which they were made. Since

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December 31, 2018, there has been no change in the financial condition, operations, business or properties of the Obligors or their respective Subsidiaries except changes that individually or in the aggregate could not reasonably be expected to have a Material Adverse Effect. There is no fact known to the Company or the Parent Guarantor that could reasonably be expected to have a Material Adverse Effect that has not been set forth herein or in the Disclosure Documents.

Section 5.4.Organization and Ownership of Shares of Subsidiaries; Affiliates. (a) Schedule 5.4 contains (except as noted therein) complete and correct lists (i) as of April 15, 2019 or as subsequently updated pursuant to Section 4.1 (since which date there have been no Material changes) of the Subsidiaries of the Parent Guarantor and the Company, showing, as to each Subsidiary, the correct name thereof, the jurisdiction of its organization, and the percentage of the Equity Interests outstanding owned by the Parent Guarantor, the Company, and each other Subsidiary, (ii) of the Parent Guarantor’s and the Company’s Affiliates, other than Subsidiaries, and (iii) of the Parent Guarantor’s and the Company’s directors, and senior officers.

(b)All of the outstanding Equity Interests of each Subsidiary shown in Schedule 5.4 as being owned by the Parent Guarantor or the Company and their respective Subsidiaries have been validly issued, are fully paid and nonassessable (in the case of capital stock) and are owned by the Parent Guarantor or another Subsidiary free and clear of any Lien (except as otherwise disclosed in Schedule 5.4).

(c)Each Subsidiary identified in Schedule 5.4 is a corporation or other legal entity duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, except as noted in Schedule 5.4, and is duly qualified as a foreign corporation or other legal entity and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each such Subsidiary has the corporate or other legal power and authority to own or hold under lease the properties it purports to own or hold under lease and to transact the business it transacts and proposes to transact.

(d)No Subsidiary is a party to, or otherwise subject to, any legal, regulatory, contractual or other restriction (other than the agreements listed on Schedule 5.4 and customary limitations imposed by corporate law or similar statutes) restricting the ability of such Subsidiary to pay dividends out of profits or make any other similar distributions of profits to the Parent Guarantor, the Company or any of their respective Subsidiaries that owns outstanding shares of capital stock or similar equity interests of such Subsidiary.

Section 5.5.Financial Statements; Material Liabilities. The Parent Guarantor’s report on Form 10‑K for the fiscal year ended December 31, 2018 and its quarterly report on Form 10‑Q for the quarterly period ending March 31, 2019, contain consolidated financial statements of the Parent Guarantor. All of said financial statements (including in each case the related schedules and notes) fairly present in all material respects the consolidated financial position of the Parent Guarantor and its Subsidiaries (including, without limitation, the Company) as of the respective dates specified in such financial statements and the consolidated results of their operations and cash flows for the respective periods so specified and have been prepared in accordance with GAAP

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consistently applied throughout the periods involved except as set forth in the notes thereto (subject, in the case of any interim financial statements, to normal year‑end adjustments). The Parent Guarantor, the Company and their Subsidiaries do not have any Material liabilities that are not disclosed on such financial statements or otherwise disclosed in the Disclosure Documents.

Section 5.6.Compliance with Laws, Other Instruments, Etc. The execution, delivery and performance by the Obligors of this Agreement, the Guaranty and the Notes, to which they are a party, will not (a) contravene, result in any breach of, or constitute a default under, or result in the creation of any Lien in respect of any property of any Obligor or any of its Subsidiaries under, any indenture, mortgage, deed of trust, loan, purchase or credit agreement, lease, charter, regulations or by‑laws, partnership agreement, limited liability company agreement or any other agreement or instrument to which any Obligor or any of its Subsidiaries is bound or by which any Obligor or any of its Subsidiaries or any of their respective properties may be bound or affected, (b) conflict with or result in a breach of any of the terms, conditions or provisions of any order, judgment, decree, or ruling of any court, arbitrator or Governmental Authority applicable to any Obligor or any of its Subsidiaries or (c) violate any provision of any statute or other rule or regulation of any Governmental Authority applicable to any Obligor or any of its Subsidiaries.

Section 5.7.Governmental Authorizations, Etc. No consent, approval or authorization of, or registration, filing or declaration with, any Governmental Authority is required in connection with the execution, delivery or performance by the Obligors of this Agreement, the Guaranty or the Notes, as applicable.

Section 5.8.Litigation; Observance of Agreements, Statutes and Orders. (a) There are no actions, suits, investigations or proceedings pending or, to the knowledge of the Parent Guarantor or the Company, threatened against or affecting any Obligor or any of their Subsidiaries or any property of the Obligors or any of their Subsidiaries in any court or before any arbitrator of any kind or before or by any Governmental Authority, including, without limitation, matters disclosed in Form 10‑Q or Form 10‑K filings of the Parent Guarantor that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

(b)Neither the Parent Guarantor nor any of its Subsidiaries is (i) in default under any term of any agreement or instrument to which it is a party or by which it is bound, (ii) in violation of any order, judgment, decree or ruling of any court, arbitrator or Governmental Authority or (iii) in violation of any applicable law, ordinance, rule or regulation of any Governmental Authority (including without limitation Environmental Laws, the USA PATRIOT Act or any other laws and regulations that are referred to in Section 5.16), which default or violation, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

Section 5.9.Taxes. Each Obligor and their respective Subsidiaries have filed all tax returns that are required to have been filed in any jurisdiction, and have paid all taxes shown to be due and payable on such returns and all other taxes and assessments levied upon them or their properties, assets, income or franchises, to the extent such taxes and assessments have become due and payable and before they have become delinquent, except for any taxes and assessments (a) the amount of which is not individually or in the aggregate Material or (b) the amount, applicability or validity of which is currently being contested in good faith by appropriate proceedings and with

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respect to which the Obligors or a Subsidiary, as the case may be, have established adequate reserves in accordance with GAAP. Neither the Parent Guarantor nor the Company knows of any basis for any other tax or assessment that could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The charges, accruals and reserves on the books of the Parent Guarantor, the Company and their respective Subsidiaries in respect of Federal, state or other taxes for all fiscal periods are adequate. The Federal income tax liabilities of the Obligors and their respective Subsidiaries are not subject to any incomplete audit.

Section 5.10.Title to Property; Leases. The Obligors and their respective Subsidiaries have good and sufficient title to their respective properties that individually or in the aggregate are Material, including all such properties reflected in the audited balance sheet referred to in Section 5.5 or purported to have been acquired by the Obligors or any Subsidiary after said date (except as sold or otherwise disposed of in the ordinary course of business), in each case free and clear of Liens prohibited by this Agreement, except for any failure to have such title as is disclosed in the Parent Guarantor’s most recent annual report on Form 10‑K, none of which could reasonably be expected to have a Material Adverse Effect. All leases that individually or in the aggregate are Material are valid and subsisting and are in full force and effect in all material respects.

Section 5.11.Licenses, Permits, Etc. Except, in the case of subsections (a), (b) and (c) below, as could not reasonably be expected to have a Material Adverse Effect,

(a)the Obligors and their respective Subsidiaries own or possess all licenses, permits, franchises, authorizations, patents, copyrights, proprietary software, service marks, trademarks and trade names, or rights thereto without known conflict with the rights of others;

(b)to the knowledge of the Parent Guarantor and the Company, no product or service of the Obligors or any of their respective Subsidiaries infringes any license, permit, franchise, authorization, patent, copyright, proprietary software, service mark, trademark, trade name or other right owned by any other Person; and

(c)to the knowledge of the Parent Guarantor and the Company, there is no violation by any Person of any right of the Obligors or any of their respective Subsidiaries with respect to any license, permit, franchise, authorization, patent, copyright, proprietary software, service mark, trademark, trade name or other right owned or used by the Obligors or any of their respective Subsidiaries.

Section 5.12.Compliance with Employee Benefit Plans. (a) None of the Obligors or their ERISA Affiliates sponsors, maintains or contributes to (or has sponsored, maintained or contributed to in the last five years) any Plan that is subject to section 412 of the Code or Title IV of ERISA.

(b)Each Obligor and each ERISA Affiliate have operated and administered each Plan (excluding Multiemployer Plans) in compliance with all applicable laws except for such instances of noncompliance as have not resulted in and could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. No Obligor nor any ERISA Affiliate

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has incurred any liability pursuant to Title I of ERISA or the penalty or excise tax provisions of the Code or ERISA relating to employee benefit plans (as defined in section 3 of ERISA), and no event, transaction or condition has occurred or exists that could, individually or in the aggregate, reasonably be expected to result in the incurrence of any such liability by the Obligors or any ERISA Affiliate, or in the imposition of any Lien on any of the rights, properties or assets of the Company or any ERISA Affiliate, in either case pursuant to Title I or IV of ERISA or to section 430(k) of the Code or to any such penalty or excise tax provisions under the Code or federal law or section 4068 of ERISA or by the granting of a security interest in connection with the amendment of a Plan, other than such liabilities as would not be individually or in the aggregate Material.

(c)The present value of the aggregate benefit liabilities under each of the Plans (other than Multiemployer Plans), determined as of the end of such Plan’s most recently ended plan year on the basis of the actuarial assumptions specified for funding purposes in such Plan’s most recent actuarial valuation report, did not exceed the aggregate current value of the assets of such Plan allocable to such benefit liabilities. The term “benefit liabilities” has the meaning specified in section 4001 of ERISA and the terms “current value” and “present value” have the meaning specified in section 3 of ERISA.

(d)Each Obligor and their ERISA Affiliates have not incurred withdrawal liabilities (and are not subject to contingent withdrawal liabilities) under section 4201 or 4204 of ERISA in respect of Multiemployer Plans that individually or in the aggregate are Material.

(e)The expected postretirement benefit obligation (determined as of the last day of the Parent Guarantor’s most recently ended fiscal year in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 715‑60, without regard to liabilities attributable to continuation coverage mandated by section 4980B of the Code) of the Parent Guarantor, the Company and their Subsidiaries is not Material.

(f)The execution and delivery of this Agreement, the Guaranty and the issuance and sale of the Notes hereunder will not involve any transaction that is subject to the prohibitions of section 406 of ERISA or in connection with which a tax could be imposed pursuant to section 4975(c)(1)(A)‑(D) of the Code. The representation in the first sentence of this Section 5.12(f) is made in reliance upon and subject to the accuracy of such Purchaser’s representation in Section 6.2 as to the sources of the funds used to pay the purchase price of the Notes to be purchased by such Purchaser.

(g)The Obligors and their Subsidiaries do not have any Non‑U.S. Plans.

Section 5.13.Private Offering. Neither the Parent Guarantor, the Company nor anyone acting on its or their behalf has offered the Notes, the Guaranty or any similar Securities for sale to, or solicited any offer to buy any of the same from, or otherwise approached or negotiated in respect thereof with, any Person other than 80 Institutional Investors (including the Purchasers), each of which has been offered the Notes and the Guaranty at a private sale for investment pursuant to Section 4(a)(2) of the Securities Act. Neither the Parent Guarantor, the Company nor anyone acting on its or their behalf has taken, or will take, any action that would subject the issuance or

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sale of the Notes to the registration requirements of Section 5 of the Securities Act or to the registration requirements of any securities or blue sky laws of any applicable jurisdiction.

Section 5.14.Use of Proceeds; Margin Regulations. The Company will apply the proceeds of the sale of the Notes hereunder to acquire new properties and repay amounts outstanding on an existing credit facility. No part of the proceeds from the sale of the Notes hereunder will be used, directly or indirectly, for the purpose of buying or carrying any margin stock within the meaning of Regulation U of the Board of Governors of the Federal Reserve System (12 CFR 221), or for the purpose of buying or carrying or trading in any securities under such circumstances as to involve the Company in a violation of Regulation X of said Board (12 CFR 224) or to involve any broker or dealer in a violation of Regulation T of said Board (12 CFR 220). Margin stock does not constitute more than 5% of the value of the consolidated assets of the Company and its Subsidiaries and the Company does not have any present intention that margin stock will constitute more than 5% of the value of such assets. As used in this Section, the terms “margin stock” and “purpose of buying or carrying” shall have the meanings assigned to them in said Regulation U.

Section 5.15.Existing Indebtedness; Future Liens. (a) Except as described therein, Schedule 5.15 sets forth a complete and correct description of all outstanding Indebtedness of the Parent Guarantor, the Company and their respective Subsidiaries as of March 31, 2019 or as subsequently updated pursuant to Section 4.1 (including a description of the principal amount outstanding and collateral therefor, if any, and guaranty thereof, if any), since which date there has been no Material change in the amounts, interest rates, sinking funds, installment payments or maturities of the Indebtedness of the Parent Guarantor, the Company or their respective Subsidiaries. Neither the Parent Guarantor, the Company nor any of their respective Subsidiaries is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of the Parent Guarantor, the Company or such Subsidiary, and no event or condition exists with respect to any Indebtedness of the Parent Guarantor, the Company or any of their respective Subsidiaries the outstanding principal amount of which exceeds $25,000,000 that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Indebtedness to become due and payable before its stated maturity or before its regularly scheduled dates of payment.

(b)Except as provided in the agreements and documents for the Indebtedness described in Schedule 5.15, neither the Parent Guarantor, the Company nor any of their respective Subsidiaries has agreed or consented to cause or permit any of its property, whether now owned or hereafter acquired, to be subject to a Lien that secures Indebtedness or to cause or permit in the future (upon the happening of a contingency or otherwise) any of its property, whether now owned or hereafter acquired, to be subject to a Lien that secures Indebtedness which, individually or in the aggregate, is Material.

(c)Neither the Parent Guarantor, the Company nor any of their respective Subsidiaries is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of the Parent Guarantor, the Company or such Subsidiary, any agreement relating thereto or any other agreement (including, but not limited to, its charter or other organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of,

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Indebtedness of the Parent Guarantor, the Company or any of their respective Subsidiaries, except as referred to in Schedule 5.15.

Section 5.16.Foreign Assets Control Regulations, Etc. (a) Neither the Company nor any Controlled Entity (i) is a Blocked Person, (ii) has been notified that its name appears or may in the future appear on a State Sanctions List or (iii) is a target of sanctions that have been imposed by the United Nations or the European Union.

(b)Neither an Obligor nor any Controlled Entity (i) has violated, been found in violation of, or been charged or convicted under, any applicable U.S. Economic Sanctions Laws, Anti‑Money Laundering Laws or Anti‑Corruption Laws or (ii) to either Obligor’s knowledge, is under investigation by any Governmental Authority for possible violation of any U.S. Economic Sanctions Laws, Anti‑Money Laundering Laws or Anti‑Corruption Laws.

(c)No part of the proceeds from the sale of the Notes hereunder:

(i)constitutes or will constitute funds obtained on behalf of any Blocked Person or will otherwise be used by an Obligor or any Controlled Entity, directly or indirectly, (A) in connection with any investment in, or any transactions or dealings with, any Blocked Person, (B) for any purpose that would cause any Purchaser to be in violation of any U.S. Economic Sanctions Laws or (C) otherwise in violation of any U.S. Economic Sanctions Laws;

(ii)will be used, directly or indirectly, in violation of, or cause any Purchaser to be in violation of, any applicable Anti‑Money Laundering Laws; or

(iii)will be used, directly or indirectly, for the purpose of making any improper payments, including bribes, to any Governmental Official or commercial counterparty in order to obtain, retain or direct business or obtain any improper advantage, in each case which would be in violation of, or cause any Purchaser to be in violation of, any applicable Anti‑Corruption Laws.

(d)Each Obligor has established procedures and controls which it reasonably believes are adequate (and otherwise comply with applicable law) to ensure that each Obligor and each Controlled Entity is and will continue to be in compliance with all applicable U.S. Economic Sanctions Laws, Anti‑Money Laundering Laws and Anti‑Corruption Laws.

Section 5.17.Status under Certain Statutes. No Obligor nor any of their respective Subsidiaries is subject to regulation under the Investment Company Act of 1940, as amended, the Public Utility Holding Company Act of 2005, as amended, the ICC Termination Act of 1995, as amended, or the Federal Power Act, as amended.

Section 5.18.Notes Rank Pari Passu. The obligations of the Company under this Agreement and the Notes and the obligations of each Guarantor under the Guaranty rank at least pari passu in right of payment with all other unsecured Senior Indebtedness of the Company or such Guarantor, as the case may be, including, without limitation, all unsecured Senior

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Indebtedness of the Company or such Guarantor, as the case may be, described in Schedule 5.15 hereto.

Section 5.19.Environmental Matters. (a) Neither any Obligor nor any of their respective Subsidiaries has knowledge of any claim or has received any notice of any claim, and no proceeding has been instituted raising any claim against the Obligors or any of their respective Subsidiaries or any of their respective real properties now or formerly owned, leased or operated by any of them or other assets, alleging any damage to the environment or violation of any Environmental Laws, except, in each case, such as could not reasonably be expected to result in a Material Adverse Effect.

(b)Neither any Obligor nor any of their respective Subsidiaries has knowledge of any facts which would give rise to any claim, public or private, of violation of Environmental Laws or damage to the environment emanating from, occurring on or in any way related to real properties now or formerly owned, leased or operated by any of them or to other assets or their use, except, in each case, such as could not reasonably be expected to result in a Material Adverse Effect.

(c)Neither any Obligor nor any of their respective Subsidiaries has stored any Hazardous Materials on real properties now or formerly owned, leased or operated by any of them in a manner contrary to any Environmental Laws in each case in any manner that could reasonably be expected to result in a Material Adverse Effect.

(d) Neither any Obligor nor any Subsidiary has disposed of any Hazardous Materials in a manner which is contrary to any Environmental Law that could, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

(e)All buildings on all real properties now owned, leased or operated by the Obligors or any of their respective Subsidiaries are in compliance with applicable Environmental Laws, except where failure to comply could not reasonably be expected to result in a Material Adverse Effect.

Section 5.20.REIT Status. The Parent Guarantor has taken all action necessary to qualify as a real estate investment trust under the Code for the taxable years of the Parent Guarantor ended December 31, 2016, 2017 and 2018 and has not taken any action which would prevent it from maintaining such qualification at all times during the term of this Agreement. Each Subsidiary of the Parent Guarantor that is treated as a corporation for U.S. federal income tax purposes is either (i) a “qualified REIT subsidiary” within the meaning of section 856(i)(2) of the Code or (ii) a “taxable REIT subsidiary” within the meaning of section 856(l) of the Code.

Section 6.Representations of the Purchasers.

Section 6.1.Purchase for Investment. Each Purchaser severally represents that it is purchasing the Notes for its own account or for one or more separate accounts maintained by such Purchaser or for the account of one or more pension or trust funds and not with a view to the distribution thereof; provided that the disposition of such Purchaser’s or their property shall at all times be within such Purchaser’s or their control. Each Purchaser understands that the Notes have not been registered under the Securities Act and may be resold only if registered pursuant to the

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provisions of the Securities Act or if an exemption from registration is available, except under circumstances where neither such registration nor such an exemption is required by law, and that the Company is not required to register the Notes.

Section 6.2.Source of Funds. Each Purchaser severally represents that at least one of the following statements is an accurate representation as to each source of funds (a “Source”) to be used by such Purchaser to pay the purchase price of the Notes to be purchased by such Purchaser hereunder:

(a)the Source is an “insurance company general account” (as the term is defined in the United States Department of Labor’s Prohibited Transaction Exemption (“PTE”) 95‑60) in respect of which the reserves and liabilities (as defined by the annual statement for life insurance companies approved by the NAIC (the “NAIC Annual Statement”)) for the general account contract(s) held by or on behalf of any employee benefit plan together with the amount of the reserves and liabilities for the general account contract(s) held by or on behalf of any other employee benefit plans maintained by the same employer (or affiliate thereof as defined in PTE 95‑60) or by the same employee organization in the general account do not exceed 10% of the total reserves and liabilities of the general account (exclusive of separate account liabilities) plus surplus as set forth in the NAIC Annual Statement filed with such Purchaser’s state of domicile; or

(b)the Source is a separate account that is maintained solely in connection with such Purchaser’s fixed contractual obligations under which the amounts payable, or credited, to any employee benefit plan (or its related trust) that has any interest in such separate account (or to any participant or beneficiary of such plan (including any annuitant)) are not affected in any manner by the investment performance of the separate account; or

(c)the Source is either (i) an insurance company pooled separate account, within the meaning of PTE 90‑1 or (ii) a bank collective investment fund, within the meaning of the PTE 91‑38 and, except as disclosed by such Purchaser to the Company in writing pursuant to this clause (c), no employee benefit plan or group of plans maintained by the same employer or employee organization beneficially owns more than 10% of all assets allocated to such pooled separate account or collective investment fund; or

(d)the Source constitutes assets of an “investment fund” (within the meaning of Part VI of PTE 84‑14 (the “QPAM Exemption”)) managed by a “qualified professional asset manager” or “QPAM” (within the meaning of Part VI of the QPAM Exemption), no employee benefit plan’s assets that are managed by the QPAM in such investment fund, when combined with the assets of all other employee benefit plans established or maintained by the same employer or by an affiliate (within the meaning of Part VI(c)(1) of the QPAM Exemption) of such employer or by the same employee organization and managed by such QPAM, represent more than 20% of the total client assets managed by such QPAM, the conditions of Part I(c) and (g) of the QPAM Exemption are satisfied, neither the QPAM nor a person controlling or controlled by the QPAM maintains an ownership interest in the Company that would cause the QPAM and the Company to be

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“related” within the meaning of Part VI(h) of the QPAM Exemption and (i) the identity of such QPAM and (ii) the names of any employee benefit plans whose assets in the investment fund, when combined with the assets of all other employee benefit plans established or maintained by the same employer or by an affiliate (within the meaning of Part VI(c)(1) of the QPAM Exemption) of such employer or by the same employee organization, represent 10% or more of the assets of such investment fund, have been disclosed to the Company in writing pursuant to this clause (d); or

(e)the Source constitutes assets of a “plan(s)” (within the meaning of Part IV(h) of PTE 96‑23 (the “INHAM Exemption”)) managed by an “in‑house asset manager” or “INHAM” (within the meaning of Part IV(a) of the INHAM Exemption), the conditions of Part I(a), (g) and (h) of the INHAM Exemption are satisfied, neither the INHAM nor a person controlling or controlled by the INHAM (applying the definition of “control” in Part IV(d)(3) of the INHAM Exemption) owns a 10% or more interest in the Company and (i) the identity of such INHAM and (ii) the name(s) of the employee benefit plan(s) whose assets constitute the Source have been disclosed to the Company in writing pursuant to this clause (e); or

(f)the Source is a governmental plan; or

(g)the Source is one or more employee benefit plans, or a separate account or trust fund comprised of one or more employee benefit plans, each of which has been identified to the Company in writing pursuant to this clause (g); or

(h)the Source does not include assets of any employee benefit plan, other than a plan exempt from the coverage of ERISA.

As used in this Section 6.2, the terms “employee benefit plan,” “governmental plan,” and “separate account” shall have the respective meanings assigned to such terms in section 3 of ERISA.

Section 7.Information as to the Parent Guarantor and the Company.

Section 7.1.Financial and Business Information. The Parent Guarantor shall deliver to each Purchaser and each holder of Notes that is an Institutional Investor:

(a)Quarterly Statements — within 60 days (or such shorter period as is the earlier of (x) 15 days greater than the period applicable to the filing of the Parent Guarantor’s Quarterly Report on Form 10‑Q (the “Form 10‑Q”) with the SEC regardless of whether the Parent Guarantor is subject to the filing requirements thereof and (y) the date by which such financial statements are required to be delivered under any Principal Debt Facility or the date on which such corresponding financial statements are delivered under any Principal Debt Facility if such delivery occurs earlier than such required delivery date) after the end of each quarterly fiscal period in each fiscal year of the Parent Guarantor (other than the last quarterly fiscal period of each such fiscal year), duplicate copies of:

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(i)an unaudited consolidated balance sheet of the Parent Guarantor and its Subsidiaries as at the end of such quarter, and

(ii)unaudited consolidated statements of operations and comprehensive income, stockholders’ equity and cash flows of the Parent Guarantor and its Subsidiaries, for such quarter and (in the case of the second and third quarters) for the portion of the fiscal year ending with such quarter,

setting forth in each case in comparative form the figures for the corresponding periods in the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP applicable to quarterly financial statements generally, and certified by a Senior Financial Officer of the Parent Guarantor as fairly presenting, in all material respects, the financial position of the companies being reported on and their results of operations and cash flows, subject to changes resulting from year‑end adjustments;

(b)Annual Statements — within 105 days (or such shorter period as is the earlier of (x) 15 days greater than the period applicable to the filing of the Parent Guarantor’s Annual Report on Form 10‑K (the “Form 10‑K”) with the SEC regardless of whether the Parent Guarantor is subject to the filing requirements thereof and (y) the date by which such financial statements are required to be delivered under any Principal Debt Facility or the date on which such corresponding financial statements are delivered under any Principal Debt Facility if such delivery occurs earlier than such required delivery date) after the end of each fiscal year of the Parent Guarantor, duplicate copies of

(i)a consolidated balance sheet of the Parent Guarantor and its Subsidiaries as at the end of such year, and

(ii)consolidated statements of operations and comprehensive income, changes in stockholders’ equity and cash flows of the Parent Guarantor and its Subsidiaries for such year,

setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by an opinion thereon (without a “going concern” or similar qualification or exception and without any qualification or exception as to the scope of the audit on which such opinion is based) of independent public accountants of recognized national standing, which opinion shall state that such financial statements present fairly, in all material respects, the financial position of the companies being reported upon and their results of operations and cash flows and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances;

(c)SEC and Other Reports — promptly upon their becoming available, one copy of (i) each financial statement, report, notice proxy statement or similar document sent by the Parent Guarantor, the Company or any of their respective Subsidiaries (x) to its

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creditors under any Principal Debt Facility (excluding information sent to such creditors in the ordinary course of administration of a credit facility, such as information relating to pricing and borrowing availability) or (y) to its public securities holders generally, and (ii) each regular or periodic report, each registration statement (without exhibits except as expressly requested by such holder), and each prospectus and all amendments thereto filed by the Parent Guarantor, the Company or any of their respective Subsidiaries with the SEC and of all press releases and other statements made available generally by the Parent Guarantor, the Company or any of their respective Subsidiaries to the public concerning developments that are Material and (iii) any valuation information with respect to any real property of the Parent Guarantor, the Company or any of their Subsidiaries that is received from, or provided to, a lender pursuant to the terms of a secured credit facility for which such real property serves as security (other than Governmental Authorities);

(d)Notice of Default or Event of Default — promptly, and in any event within five Business Days after a Responsible Officer of the Parent Guarantor or the Company becoming aware of the existence of any Default or Event of Default or that any Person has given any notice or taken any action with respect to a claimed default hereunder or that any Person has given any notice or taken any action with respect to a claimed default of the type referred to in Section 11(f), a written notice specifying the nature and period of existence thereof and what action the Company is taking or proposes to take with respect thereto;

(e)Employee Benefit Matters — promptly, and in any event within five days after a Responsible Officer becoming aware of any of the following, a written notice setting forth the nature thereof and the action, if any, that the Parent Guarantor, the Company or an ERISA Affiliate proposes to take with respect thereto:

(i)with respect to any Plan, any reportable event, as defined in section 4043(c) of ERISA and the regulations thereunder, for which notice thereof has not been waived pursuant to such regulations as in effect on the date hereof; or

(ii)the taking by the PBGC of steps to institute, or the threatening by the PBGC of the institution of, proceedings under section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Plan, or the receipt by the Parent Guarantor, the Company or any ERISA Affiliate of a notice from a Multiemployer Plan that such action has been taken by the PBGC with respect to such Multiemployer Plan; or

(iii)any event, transaction or condition that could result in the incurrence of any liability by the Parent Guarantor, the Company or any ERISA Affiliate pursuant to Title I or IV of ERISA or the penalty or excise tax provisions of the Code relating to employee benefit plans, or in the imposition of any Lien on any of the rights, properties or assets of the Parent Guarantor, the Company or any ERISA Affiliate pursuant to Title I or IV of ERISA or such penalty or excise tax provisions, if such liability or Lien, taken together with any other such liabilities or Liens then existing, could reasonably be expected to have a Material Adverse Effect;

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(f)Notices from Governmental Authority — promptly, and in any event within 30 days of receipt thereof, copies of any notice to the Parent Guarantor, the Company or any of their respective Subsidiaries from any Governmental Authority relating to any order, ruling, statute or other law or regulation that could reasonably be expected to have a Material Adverse Effect;

(g)Resignation or Replacement of Auditors — within ten days following the date on which the Parent Guarantor’s auditors resign or the Parent Guarantor elects to change auditors, as the case may be, notification thereof, together with such supporting information as the Required Holders may request; and

(h)Requested Information — with reasonable promptness, such other data and information relating to the business, operations, affairs, financial condition, assets or properties of the Parent Guarantor, the Company or any of their respective Subsidiaries (including actual copies of the Parent Guarantor’s Form 10‑Q and Form 10‑K) or relating to the ability of the Company to perform its obligations hereunder and under the Notes or relating to the ability of the Parent Guarantor to perform its obligations hereunder and under the Guaranty or the ability of any Subsidiary Guarantor to perform its obligations under the Guaranty, in each such case as from time to time may be reasonably requested by any such Purchaser or such holder of Notes.

Section 7.2.Officer’s Certificate. Each set of quarterly and annual financial statements delivered to a Purchaser or holder of Notes pursuant to Section 7.1(a) or Section 7.1(b) shall be accompanied by a certificate of a Senior Financial Officer of the Parent Guarantor setting forth:

(a)Covenant Compliance — the information (including detailed calculations) required in order to establish whether the Parent Guarantor and the Company were in compliance with the requirements of Sections 10.2 through 10.8, inclusive, during the quarterly or annual period covered by the financial statements then being furnished (including with respect to each such Section, where applicable, the calculations of the maximum or minimum amount, ratio or percentage, as the case may be, permissible under the terms of such Sections, and the calculation of the amount, ratio or percentage then in existence). In the event that the Parent Guarantor or any Subsidiary has made an election to measure any financial liability using fair value (which election is being disregarded for purposes of determining compliance with this Agreement pursuant to Section 22.2) as to the period covered by any such financial statement, such Senior Financial Officer’s certificate as to such period shall include a reconciliation from GAAP with respect to such election;

(b)Event of Default — certifying that such Senior Financial Officer has reviewed the relevant terms hereof and has made, or caused to be made, under his or her supervision, a review of the transactions and conditions of the Parent Guarantor, the Company or their respective Subsidiaries from the beginning of the quarterly or annual period covered by the statements then being furnished to the date of the certificate and that such review shall not have disclosed the existence during such period of any condition or event that constitutes a Default or an Event of Default or, if any such condition or event

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existed or exists (including, without limitation, any such event or condition resulting from the failure of the Parent Guarantor, the Company or any of their respective Subsidiaries to comply with any Environmental Law), specifying the nature and period of existence thereof and what action the Parent Guarantor or the Company shall have taken or proposes to take with respect thereto; and

(c)Subsidiary Guarantors – setting forth a list of all Subsidiaries that are Subsidiary Guarantors and certifying that each Subsidiary that is required to be a Subsidiary Guarantor pursuant to Section 9.8 is a Subsidiary Guarantor, in each case, as of the date of such certificate of Senior Financial Officer.

Section 7.3.Visitation. The Parent Guarantor and the Company shall permit the representatives of each Purchaser and each holder of Notes that is an Institutional Investor:

(a)No Default — if no Default or Event of Default then exists, at the expense of such Purchaser or such holder and upon reasonable prior notice to the Parent Guarantor and the Company, to visit the principal executive office of the Parent Guarantor or the Company, as the case may be, to discuss the affairs, finances and accounts of the Parent Guarantor, the Company and their respective Subsidiaries with the Parent Guarantor’s and the Company’s officers, and (with the consent of the Parent Guarantor and the Company, which consent will not be unreasonably withheld) its independent public accountants, and (with the consent of the Parent Guarantor and the Company, which consent will not be unreasonably withheld) to visit the other offices and properties of the Parent Guarantor, the Company or each of their respective Subsidiaries, all at such reasonable times and as often as may be reasonably requested in writing; and

(b)Default — if a Default or an Event of Default then exists, at the expense of the Parent Guarantor and the Company, to visit and inspect any of the offices or properties of the Parent Guarantor, the Company or any of their respective Subsidiaries, to examine all their respective books of account, records, reports and other papers, to make copies and extracts therefrom, and to discuss their respective affairs, finances and accounts with their respective officers and independent public accountants (and by this provision each of the Parent Guarantor and the Company authorize said accountants to discuss the affairs, finances and accounts of the Parent Guarantor, the Company and their respective Subsidiaries), all at such times and as often during regular business hours as may be requested.

Section 7.4.Electronic Delivery. Financial statements, opinions of independent certified public accountants, other information and Officer’s Certificates that are required to be delivered by the Parent Guarantor pursuant to Sections 7.1(a), (b) or (c) and Section 7.2 shall be deemed to have been delivered if the Parent Guarantor satisfies any of the following requirements with respect thereto:

(a)such financial statements satisfying the requirements of Section 7.1(a) or (b) and related Officer’s Certificate satisfying the requirements of Section 7.2 and any other information required under Section 7.1(c) are delivered to each holder of a Note by

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e‑mail at the e‑mail address set forth in such Purchaser or such holder’s Schedule A or as communicated from time to time in a separate writing delivered to the Obligors;

(b)the Parent Guarantor shall have timely filed Form 10–Q or Form 10–K, satisfying the requirements of Section 7.1(a) or Section 7.1(b), as the case may be, with the SEC on EDGAR and shall have made such form and the related Officer’s Certificate satisfying the requirements of Section 7.2 available on its home page on the internet, which is located at http://agreerealty.com as of the date of this Agreement;

(c)such financial statements satisfying the requirements of Section 7.1(a) or Section 7.1(b) and related Officer’s Certificate(s) satisfying the requirements of Section 7.2 and any other information required under Section 7.1(c) are timely posted by or on behalf of the Parent Guarantor on IntraLinks or on any other similar website to which each Purchaser or holder of Notes has free access; or

(d)the Parent Guarantor shall have timely filed any of the items referred to in Section 7.1(c) with the SEC on EDGAR and shall have made such items available on its home page on the internet or on IntraLinks or on any other similar website to which each Purchaser or holder of Notes has free access;

provided however, that in no case shall access to such financial statements, other information and Officer’s Certificates be conditioned upon any waiver or other agreement or consent (other than confidentiality provisions consistent with Section 20 of this Agreement); provided further, that in the case of any of clauses (b), (c) or (d), the Parent Guarantor shall have given each Purchaser or holder of a Note prior written notice, which may be by e‑mail or in accordance with Section 18, of such posting or filing in connection with each delivery, provided further, that upon request of any Purchaser or holder to receive paper copies of such forms, financial statements and Officer’s Certificates or to receive them by e‑mail, the Parent Guarantor will promptly e‑mail them or deliver such paper copies, as the case may be, to such Purchaser or holder.

Section 8.Payment and Prepayment of the Notes.

Section 8.1.Maturity. As provided therein, the entire unpaid principal balance of the Notes shall be due and payable on the stated Maturity Date thereof.

Section 8.2.Optional Prepayments with Make‑Whole Amount. The Company may, at its option, upon notice as provided below, prepay at any time all, or from time to time any part of the Notes, in an amount not less than 10% of the aggregate principal amount of the Notes then outstanding, at 100% of the principal amount so prepaid, together with interest accrued thereon to the date of such prepayment, and the Make‑Whole Amount determined for the prepayment date with respect to such principal amount. The Company will give each holder of Notes being so prepaid written notice of each optional prepayment under this Section 8.2 not less than 10 days and not more than 60 days prior to the date fixed for such prepayment. Each such notice shall specify such date (which shall be a Business Day), the aggregate principal amount of the Notes to be prepaid on such date, the principal amount of each Note held by such holder to be prepaid

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(determined in accordance with Section 8.4), and the interest to be paid on the prepayment date with respect to such principal amount being prepaid, and shall be accompanied by a certificate of a Senior Financial Officer as to the estimated Make‑Whole Amount due in connection with such prepayment (calculated as if the date of such notice were the date of the prepayment), setting forth the details of such computation. Two Business Days prior to such prepayment, the Company shall deliver to each holder of Notes to be prepaid a certificate of a Senior Financial Officer specifying the calculation of such Make‑Whole Amount as of the specified prepayment date.

Section 8.3.Change in Control.

(a)Notice of Change in Control. The Company will, within five (5) days after the occurrence of any Change in Control, give written notice (the “Change in Control Notice”) of such Change in Control to each holder of Notes. Such Change in Control Notice shall contain and constitute an offer to prepay the Notes as described in Section 8.3(b) hereof and shall be accompanied by the certificate described in Section 8.3(e).

(b)Offer to Prepay Notes. The offer to prepay Notes shall be an offer to prepay, in accordance with and subject to this Section 8.3, all, but not less than all, the Notes held by each holder on a date specified in such offer (the “Proposed Prepayment Date”). Such Proposed Prepayment Date shall be not less than 15 days and not more than 30 days after the date of such offer.

(c)Acceptance/Rejection. A holder of Notes may accept the offer to prepay made pursuant to this Section 8.3 by causing a notice of such acceptance to be delivered to the Company not later than 15 days after receipt by such holder of the most recent offer of prepayment. A failure by a holder of Notes to respond to an offer to prepay made pursuant to this Section 8.3 shall be deemed to constitute a rejection of such offer by such holder.

(d)Prepayment. Prepayment of the Notes to be prepaid pursuant to this Section 8.3 shall be at 100% of the principal amount of such Notes, together with interest on such Notes accrued to the date of prepayment, but without Make-Whole Amount or other premium. The prepayment shall be made on the Proposed Prepayment Date.

(e)Officer’s Certificate. Each offer to prepay the Notes pursuant to this Section 8.3 shall be accompanied by a certificate, executed by a Senior Financial Officer and dated the date of such offer, specifying: (i) the Proposed Prepayment Date; (ii) that such offer is made pursuant to this Section 8.3; (iii) the principal amount of each Note offered to be prepaid; (iv) the interest that would be due on each Note offered to be prepaid, accrued to the Proposed Prepayment Date; (v) that the conditions of this Section 8.3 have been fulfilled; and (vi) in reasonable detail, the nature and date or proposed date of the Change in Control.

(f)Certain Definitions. Any one of the following shall constitute a “Change in Control”:

(i)any “person” or “group” (as such terms are used for purposes of Sections 13(d) and 14(d) of the Exchange Act, whether or not applicable), other than the

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Parent Guarantor or the Company or any employee benefit plan of the Parent Guarantor or the Company, is or becomes the “beneficial owner” (as defined in Rule 13d‑3 under the Exchange Act), directly or indirectly, of more than 50% of the total voting power in the aggregate of all classes of shares of the capital stock of the Parent Guarantor then outstanding entitled to vote generally in elections of directors; or

(ii)during any period of 12 consecutive months after the date of original issuance of the Notes, persons who at the beginning of such 12‑month period constituted the Board of Directors of the Parent Guarantor, together with any new persons whose election was approved by a vote of a majority of the persons then still comprising the Board of Directors of the Parent Guarantor who were either members of the Board of Directors of the Parent Guarantor at the beginning of such period or whose election, designation or nomination for election was previously so approved, cease for any reason to constitute a majority of the Board of Directors of the Parent Guarantor.

Section 8.4.Allocation of Partial Prepayments. In the case of each partial prepayment of the Notes pursuant to Section 8.2, the principal amount of the Notes to be prepaid shall be allocated pro rata among all holders of the Notes at the time outstanding in proportion, as nearly as practicable, to the respective unpaid principal amounts thereof not theretofore called for prepayment. All partial prepayments made pursuant to Section 8.3 shall be applied only to the Notes of the holders who have elected to participate in such prepayment.

Section 8.5.Maturity; Surrender, Etc. In the case of each prepayment of Notes pursuant to this Section 8, the principal amount of each Note to be prepaid shall mature and become due and payable on the date fixed for such prepayment (which shall be a Business Day), together with interest on such principal amount accrued to such date and the applicable Make‑Whole Amount, if any. From and after such date, unless the Company shall fail to pay such principal amount when so due and payable, together with the interest and Make‑Whole Amount, if any, as aforesaid, interest on such principal amount shall cease to accrue. Any Note paid or prepaid in full shall be surrendered to the Company and cancelled and shall not be reissued, and no Note shall be issued in lieu of any prepaid principal amount of any Note.

Section 8.6.Purchase of Notes. Neither the Parent Guarantor nor the Company will nor will they permit any Affiliate to purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding Notes except (a) upon the payment or prepayment of the Notes in accordance with the terms of this Agreement and the Notes or (b) pursuant to an offer to purchase made by the Parent Guarantor, the Company or an Affiliate to the holders of all Notes at the time outstanding upon the same terms and conditions; provided any such offer shall provide each holder with sufficient information to enable it to make an informed decision with respect to such offer, and shall remain open for at least 10 Business Days; provided further, if the holders of more than 33 1/3% of the principal amount of the Notes then outstanding accept such offer, the Company shall promptly notify the remaining holders of such fact and the expiration date for the acceptance by holders of Notes of such offer shall be extended by the number of days necessary to give each such remaining holder at least 3 Business Days from its receipt of such notice to accept such offer; provided further, at the time of such purchase or offer to purchase and immediately after giving effect thereto, (A) no Default or Event of Default would exist and (B) the

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Company would be permitted by the provisions of Sections 10.2 and 10.3 to incur at least $1.00 of additional Indebtedness. The Company will promptly cancel all Notes acquired by it, the Parent Guarantor or any Affiliate pursuant to any payment, prepayment or purchase of Notes pursuant to any provision of this Agreement and no Notes may be issued in substitution or exchange for any such Notes.

Section 8.7.Make‑Whole Amount. The term “Make‑Whole Amount” means, with respect to any Note, an amount equal to the excess, if any, of the Discounted Value of the Remaining Scheduled Payments with respect to the Called Principal of such Note over the amount of such Called Principal; provided that the Make‑Whole Amount may in no event be less than zero. For the purposes of determining the Make‑Whole Amount, the following terms have the following meanings:

“Called Principal” means, with respect to any Note, the principal of such Note that is to be prepaid pursuant to Section 8.2 or has become or is declared to be immediately due and payable pursuant to Section 12.1, as the context requires.

“Discounted Value” means, with respect to the Called Principal of any Note, the amount obtained by discounting all Remaining Scheduled Payments with respect to such Called Principal from their respective scheduled due dates to the Settlement Date with respect to such Called Principal, in accordance with accepted financial practice and at a discount factor (applied on the same periodic basis as that on which interest on such Note is payable) equal to the Reinvestment Yield with respect to such Called Principal.

“Reinvestment Yield” means, with respect to the Called Principal of any Note, the sum of (a) 0.50% (50 basis points) plus (b) the yield to maturity implied by the “Ask Yield(s)” reported as of 10:00 a.m. (New York City time) on the second Business Day preceding the Settlement Date with respect to such Called Principal, on the display designated as “Page PX1” (or such other display as may replace Page PX1) on Bloomberg Financial Markets for the most recently issued actively traded on‑the‑run U.S. Treasury securities (“Reported”) having a maturity equal to the Remaining Average Life of such Called Principal as of such Settlement Date. If there are no such U.S. Treasury securities Reported having a maturity equal to such Remaining Average Life, then such implied yield to maturity will be determined by (i) converting U.S. Treasury bill quotations to bond equivalent yields in accordance with accepted financial practice and (ii) interpolating linearly between the “Ask Yield(s)” Reported for the applicable most recently issued actively traded on‑the‑run U.S. Treasury securities with the maturities (1) closest to and greater than such Remaining Average Life and (2) closest to and less than such Remaining Average Life. The Reinvestment Yield shall be rounded to the number of decimal places as appears in the interest rate of the applicable Note.

If such yields are not Reported or the yields Reported as of such time are not ascertainable (including by way of interpolation), then “Reinvestment Yield” means, with respect to the Called Principal of any Note, the sum of (x) 0.50% (50 basis points) plus (y) the yield to maturity implied by the U.S. Treasury constant maturity yields reported, for the latest day for which such yields have been so reported as of the second Business

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Day preceding the Settlement Date with respect to such Called Principal, in Federal Reserve Statistical Release H.15 (or any comparable successor publication) for the U.S. Treasury constant maturity having a term equal to the Remaining Average Life of such Called Principal as of such Settlement Date. If there is no such U.S. Treasury constant maturity having a term equal to such Remaining Average Life, such implied yield to maturity will be determined by interpolating linearly between (1) the U.S. Treasury constant maturity so reported with the term closest to and greater than such Remaining Average Life and (2) the U.S. Treasury constant maturity so reported with the term closest to and less than such Remaining Average Life. The Reinvestment Yield shall be rounded to the number of decimal places as appears in the interest rate of the applicable Note.

“Remaining Average Life” means, with respect to any Called Principal, the number of years obtained by dividing (a) such Called Principal into (b) the sum of the products obtained by multiplying (i) the principal component of each Remaining Scheduled Payment with respect to such Called Principal by (ii) the number of years, computed on the basis of a 360-day year comprised of twelve 30-day months and calculated to two decimal places, that will elapse between the Settlement Date with respect to such Called Principal and the scheduled due date of such Remaining Scheduled Payment.

“Remaining Scheduled Payments” means, with respect to the Called Principal of any Note, all payments of such Called Principal and interest thereon that would be due after the Settlement Date with respect to such Called Principal if no payment of such Called Principal were made prior to its scheduled due date; provided that if such Settlement Date is not a date on which interest payments are due to be made under the terms of such Note, then the amount of the next succeeding scheduled interest payment will be reduced by the amount of interest accrued to such Settlement Date and required to be paid on such Settlement Date pursuant to Section 8.2 or 12.1.

“Settlement Date” means, with respect to the Called Principal of any Note, the date on which such Called Principal is to be prepaid pursuant to Section 8.2 or has become or is declared to be immediately due and payable pursuant to Section 12.1, as the context requires.

Section 8.8.Payments Due on Non‑Business Days. Anything in this Agreement or the Notes to the contrary notwithstanding, (x) except as set forth in clause (y), any payment of interest on any Note that is due on a date that is not a Business Day shall be made on the next succeeding Business Day without including the additional days elapsed in the computation of the interest payable on such next succeeding Business Day; and (y) any payment of principal of or Make‑Whole Amount on any Note (including principal due on the Maturity Date of such Note as designated in such Note) that is due on a date that is not a Business Day shall be made on the next succeeding Business Day and shall include the additional days elapsed in the computation of interest payable on such next succeeding Business Day.

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Section 9.Affirmative Covenants.

From the date of this Agreement until the Closing and thereafter, so long as any of the Notes are outstanding, the Company and the Parent Guarantor, jointly and severally, covenant that:

Section 9.1.Compliance with Laws. Without limiting Section 10.11, the Company and the Parent Guarantor will, and will cause each of their respective Subsidiaries to, comply with all laws, ordinances or governmental rules or regulations to which each of them is subject, including, without limitation, ERISA, Environmental Laws, the USA PATRIOT Act and the other laws and regulations that are referred to in Section 5.16, and will obtain and maintain in effect all licenses, certificates, permits, franchises and other governmental authorizations necessary to the ownership of their respective properties or to the conduct of their respective businesses, in each case to the extent necessary to ensure that non‑compliance with such laws, ordinances or governmental rules or regulations or failures to obtain or maintain in effect such licenses, certificates, permits, franchises and other governmental authorizations could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Section 9.2.Insurance. The Company and the Parent Guarantor will, and will cause each of their respective Subsidiaries to, maintain, with financially sound and reputable insurers, insurance with respect to their respective properties and businesses against such casualties and contingencies, of such types, on such terms and in such amounts (including deductibles, co‑insurance and self‑insurance, if adequate reserves are maintained with respect thereto) as is customary in the case of entities of established reputations engaged in the same or a similar business and similarly situated.

Section 9.3.Maintenance of Properties. The Company and the Parent Guarantor will, and will cause each of their respective Subsidiaries to, maintain and keep, or cause to be maintained and kept, their respective properties in good repair, working order and condition (other than due to ordinary wear and tear), so that the business carried on in connection therewith may be properly conducted at all times; provided that this Section 9.3 shall not prevent either the Company, the Parent Guarantor or any of their respective Subsidiaries from discontinuing the operation and the maintenance of any of its properties if such discontinuance is desirable in the conduct of its business and the Company and the Parent Guarantor have concluded that such discontinuance could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Section 9.4.Payment of Taxes and Claims. The Company and the Parent Guarantor will, and will cause each of their respective Subsidiaries to, file all tax returns required to be filed in any jurisdiction and to pay and discharge all taxes shown to be due and payable on such returns and all other taxes, assessments, governmental charges, or levies imposed on them or any of their properties, assets, income or franchises, to the extent the same have become due and payable and before they have become delinquent and all claims for which sums have become due and payable that have or might become a Lien on properties or assets of either of the Company, the Parent Guarantor or any of their respective Subsidiaries; provided that neither the Company, the Parent Guarantor nor any of their respective Subsidiaries need pay any such tax, assessment, charge, levy or claim if (a) the amount, applicability or validity thereof is contested by the Company, the Parent

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Guarantor or such Subsidiary on a timely basis in good faith and in appropriate proceedings, and the Company, the Parent Guarantor or such Subsidiary has established adequate reserves therefor in accordance with GAAP on the books of the Company, the Parent Guarantor or such Subsidiary or (b) the nonpayment of all such taxes, assessments, charges, levies and claims could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Section 9.5.Legal Existence, Etc. Subject to Section 10.9, the Company and the Parent Guarantor will at all times preserve and keep in full force and effect their respective legal existence. The Company and the Parent Guarantor will at all times preserve and keep in full force and effect the legal existence of each of their respective Subsidiaries (unless merged into an Obligor or a Wholly‑owned Subsidiary) and all rights and franchises of the Obligors and their respective Subsidiaries unless, in the good faith judgment of the Company and the Parent Guarantor, the termination of or failure to preserve and keep in full force and effect such legal existence, right or franchise could not, individually or in the aggregate, have a Material Adverse Effect.

Without limiting the foregoing:

(a)the Company will at all times take such action as may be necessary to maintain its status as a “partnership” and not as an association taxable as a corporation, in any such case for Federal income tax purposes and will not cause or permit any modification, waiver, supplement or amendment of the Limited Partnership Agreement to be entered into if giving effect thereto would result in a Default or Event of Default; and

(b)the Parent Guarantor will at all times maintain its qualification as a real estate investment trust under the Code and the applicability to the Parent Guarantor and its stockholders of the method of taxation provided for in sections 856 and 857(b) of the Code and any successor provision thereto and will continue to operate as a self‑directed and self‑administered real estate investment trust and will not engage in any business other than the business of acting as a real estate investment trust and serving as the general partner of the Company.

Section 9.6.Notes to Rank Pari Passu. (a) The Notes and all other obligations under this Agreement of the Company are and at all times shall rank at least pari passu in right of payment with all other present and future unsecured Senior Indebtedness of the Company which is not expressed to be subordinate or junior in rank to any other unsecured Senior Indebtedness of the Company.

(b)Without limiting clause (a) above, if at any time and from time to time, any Principal Debt Facility while the same remains in existence becomes secured by a Lien on any assets of the Parent Guarantor, the Company or any of their Subsidiaries (“Previously Unsecured Debt”), then the Parent Guarantor and the Company will, and will cause each of their Subsidiaries that has provided any such Lien to, concurrently grant to and for the benefit of the holders of the Notes a similar Lien ranking pari passu with the Lien provided to or for the benefit of the Previously Unsecured Debt, over the same assets of the Parent Guarantor, the Company or such Subsidiary as are encumbered under such Lien securing such Previously Unsecured Debt, under documents in form and substance reasonably satisfactory to the Required Holders with such Lien to be the

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subject of an intercreditor agreement among the lenders under the Previously Unsecured Debt and the holders of Notes, which shall be reasonably satisfactory in form and substance to the Required Holders.

(c)The holders of the Notes acknowledge and agree that any Lien securing the Notes pursuant to the foregoing clause (b) shall be automatically discharged and released pursuant to the written request, and at the expense, of the Company, provided that (i) any Lien securing the associated Previously Unsecured Debt referenced in the foregoing clause (b) has been released and discharged, and the Company so certifies to the holders of the Notes in a certificate which accompanies such request for release and discharge and (ii) at the time of such release and discharge, the Company shall deliver a certificate of a Responsible Officer to the holders of the Notes to the effect that no Default or Event of Default exists.

Section 9.7.Books and Records. Each of the Company and the Parent Guarantor will, and will cause each of its Subsidiaries to, maintain proper books of record and account in conformity with GAAP and all applicable requirements of any Governmental Authority having legal or regulatory jurisdiction over the Obligors or such Subsidiary, as the case may be. Each of the Company and the Parent Guarantor will, and will cause each of its Subsidiaries to, keep books, records and accounts which, in reasonable detail, accurately reflect all transactions and dispositions of assets. The Obligors and their Subsidiaries have devised a system of internal accounting controls sufficient to provide reasonable assurances that their respective books, records, and accounts accurately reflect all transactions and dispositions of assets and the Obligors will, and will cause each of their Subsidiaries to, continue to maintain such system.

Section 9.8.Subsidiary Guarantors. (a) Each of the Parent Guarantor and the Company will cause each Subsidiary that guarantees or otherwise becomes liable at any time, whether as a borrower or an additional or co‑borrower or otherwise, for or in respect of any Indebtedness under any Principal Debt Facility to concurrently therewith deliver the following to each of holder of a Note:

(i)an executed joinder to the Guaranty;

(ii)a certificate signed by an authorized responsible officer of such Subsidiary containing representations and warranties on behalf of such Subsidiary to the same effect, mutatis mutandis, as those contained in Section 5 of this Agreement (but with respect to such Subsidiary and such joinder rather than the Company);

(iii)documents to evidence the due organization, existence and good standing of such Subsidiary and the due authorization by all requisite action on the part of such Subsidiary of the execution and delivery of such joinder and the performance by such Subsidiary of its obligations under the Guaranty; and

(iv)an opinion of counsel reasonably satisfactory to the Required Holders covering such matters relating to such Subsidiary and such joinder as the Required Holders may reasonably request.

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(b)Release of Guarantors. Each of the Parent Guarantor and the Company may request in writing that the holders of the Notes release a Subsidiary Guarantor from the Guaranty, if: (i) after giving effect to such release, such Subsidiary does not have any liability as a guarantor, borrower, co‑borrower or otherwise with respect to any Indebtedness under any Principal Debt Facility, (ii) no Default or Event of Default exists after giving effect to such release and (iii) if any fee or other form of consideration is given to any holder of Indebtedness under any Principal Debt Facility directly related to releasing such Subsidiary Guarantor, the holders of the Notes shall receive equivalent consideration (or other form of consideration reasonably acceptable to the Required Holders). Together with any such request, each of the Parent Guarantor and the Company shall deliver to the holders of the Notes an Officer’s Certificate certifying that the conditions set forth in immediately preceding clauses (i), (ii) and (iii) will be true and correct upon the release of such Subsidiary Guarantor. No later than 10 Business Days following the receipt by the holders of the Notes of such written request and the related Officer’s Certificate and so long as the conditions set forth in immediately preceding clauses (i), (ii) and (iii) will be true and correct, the release shall be effective automatically and each holder of Notes shall execute and deliver, at the sole cost and expense of the Parent Guarantor and the Company, such documents as the Parent Guarantor and the Company may reasonably request to evidence such release.

Section 9.9.Ownership. The Parent Guarantor shall own, directly or indirectly, at least 51% of the outstanding partnership interests of the Company and shall remain the sole general partner of the Company.

Although it will not be a Default or an Event of Default if the Company or the Parent Guarantor fails to comply with any provision of Section 9 on or after the date of this Agreement and prior to the Closing, if such a failure occurs, then any of the Purchasers may elect not to purchase the Notes on the date of Closing that is specified in Section 3.

Section 10.Negative Covenants.

From the date of this Agreement until the Closing and thereafter, so long as any of the Notes are outstanding, the Company and the Parent Guarantor, jointly and severally, covenant that:

Section 10.1.Transactions with Affiliates. Each of the Company and the Parent Guarantor will not, and will not permit any Subsidiary to, enter into directly or indirectly any Material transaction or Material group of related transactions (including without limitation the purchase, lease, sale or exchange of properties of any kind or the rendering of any service) with any Affiliate (other than the Obligors or another Subsidiary) except pursuant to the reasonable requirements of the Company’s, the Parent Guarantor’s or such Subsidiary’s business and upon fair and reasonable terms no less favorable to the Parent Guarantor, the Company or such Subsidiary than would be obtainable in a comparable arm’s‑length transaction with a Person not an Affiliate.

Section 10.2.Maximum Aggregate Debt Limit. Each of the Company and the Parent Guarantor will not, and will not cause or permit any of their Subsidiaries to, incur any Indebtedness (including, without limitation, Acquired Indebtedness) if, immediately after giving effect to the incurrence of such Indebtedness and the application of the proceeds therefrom on a pro forma basis, the aggregate principal amount of all outstanding Indebtedness of the Obligors and their

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Subsidiaries (determined on a consolidated basis in accordance with GAAP) is greater than 60% of the sum of (without duplication) (i) the Total Assets of the Obligors and their Subsidiaries as of the last day of the then most recently ended fiscal quarter and (ii) the aggregate purchase price of any real estate assets or mortgages receivable acquired, and the aggregate amount of any securities offering proceeds received (to the extent such proceeds were not used to acquire real estate assets or mortgages receivable or used to reduce Indebtedness), by the Obligors or any of their Subsidiaries since the end of such fiscal quarter, including the proceeds obtained from the incurrence of such additional Indebtedness, determined on a consolidated basis in accordance with GAAP.

Section 10.3.Maximum Aggregate Secured Debt Limit. Each of the Company and the Parent Guarantor will not, and will not cause or permit any of their Subsidiaries to, incur any Indebtedness (including, without limitation, Acquired Indebtedness) secured by any Lien on any property or assets of the Obligors or any of their Subsidiaries, whether owned on the date of this Agreement or thereafter acquired, if, immediately after giving effect to the incurrence of such Indebtedness and the application of the proceeds therefrom on a pro forma basis, the aggregate principal amount (determined on a consolidated basis in accordance with GAAP) of all outstanding Indebtedness of the Obligors and their Subsidiaries which is secured by any Lien on any property or assets of the Obligors or any of their Subsidiaries is greater than 40% of the sum of (without duplication) (i) the Total Assets of the Obligors and their Subsidiaries as of the last day of the then most recently ended fiscal quarter and (ii) the aggregate purchase price of any real estate assets or mortgages receivable acquired, and the aggregate amount of any securities offering proceeds received (to the extent such proceeds were not used to acquire real estate assets or mortgages receivable or used to reduce Indebtedness), by the Obligors or any of their Subsidiaries since the end of such fiscal quarter, including the proceeds obtained from the incurrence of such additional Indebtedness, determined on a consolidated basis in accordance with GAAP.

Section 10.4.Minimum Interest Coverage. Each of the Company and the Parent Guarantor will not at any time permit the ratio of Consolidated Income Available for Debt Service to the Annual Debt Service Charge for the period consisting of the four consecutive fiscal quarters then most recently ended to be less than 1.50 to 1.00.

Section 10.5.Minimum Unsecured Debt Ratio. Each of the Company and the Parent Guarantor will, and will cause its Subsidiaries to, have at all times Total Unencumbered Assets of not less than 150% of the aggregate principal amount of all outstanding Unsecured Indebtedness of the Obligors and their Subsidiaries, determined on a consolidated basis in accordance with GAAP.

Section 10.6.Minimum Unsecured Debt Yield. Each of the Company and the Parent Guarantor will not at the end of each calendar quarter permit the Net Operating Income generated by the Total Unencumbered Assets for such calendar quarter period ending on such date multiplied by 4 to be less than 11.5% of Unsecured Indebtedness.

Section 10.7.Minimum Net Worth. Each of the Company and the Parent Guarantor will at the end of each calendar quarter keep and maintain Consolidated Net Worth at an amount not less than $267,026,531.

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Section 10.8.Maximum Quarterly Dividends. The Parent Guarantor shall not declare or pay any distributions or dividends except from cash flow available for distributions or dividends and earned during the immediately preceding fiscal year, and in any event not in excess of 95% of Funds From Operations on a rolling four calendar quarter basis. The total of common and preferred stock dividends in any calendar quarter may exceed Funds From Operations for the quarter only to the extent necessary for the Parent Guarantor to retain its status as a real estate investment trust under the provisions of Code sections 856 and 857 and for state income tax purposes and avoid payment of federal or state income or excise tax. Notwithstanding the foregoing, during the continuance of any Event of Default, aggregate distributions shall not exceed the minimum amount that the Parent Guarantor must distribute to its shareholders in order to qualify as a real estate investment trust under the provisions of Code sections 856 and 857 and for state income tax purposes.

Section 10.9.Mergers, Consolidations, Etc. Each of the Company and the Parent Guarantor will not consolidate with or be a party to a merger with any other Person, or sell, lease or otherwise dispose of all or substantially all of its assets; provided that:

(a)the Company may consolidate or merge with or into any other Person if (i) the Person which results from such consolidation or merger (the “Surviving Person”) is organized under the laws of any state of the United States or the District of Columbia, and, if the Company is not the Surviving Person (1) the due and punctual payment of the principal of and premium, if any, and interest on all of the Notes, according to their tenor, and the due and punctual performance and observation of all of the covenants in the Notes and this Agreement to be performed or observed by the Company are expressly assumed in writing by the Surviving Person and the Surviving Person shall furnish to the holders of the Notes an opinion of counsel satisfactory to the Required Holders to the effect that the instrument of assumption has been duly authorized, executed and delivered and constitutes the legal, valid and binding contract and agreement of the Surviving Person enforceable in accordance with its terms, except as enforcement of such terms may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles and (2) the Parent Guarantor and the Subsidiary Guarantors shall have affirmed in writing their obligations under the Guaranty, and (ii) at the time of such consolidation or merger and immediately after giving effect thereto, (A) no Default or Event of Default would exist and (B) the Surviving Person would be permitted by the provisions of Sections 10.2 and 10.3 to incur at least $1.00 of additional Indebtedness;;

(b)the Company may sell or otherwise dispose of all or substantially all of its assets to any Person for consideration which represents the fair market value of such assets (as determined in good faith by the Board of Directors of Parent Guarantor) at the time of such sale or other disposition if (i) the acquiring Person (the “Acquiring Person”) is a Person organized under the laws of any state of the United States or the District of Columbia, (ii) the due and punctual payment of the principal of and premium, if any, and interest on all the Notes, according to their tenor, and the due and punctual performance and observance of all of the covenants in the Notes and in this Agreement to be performed or observed by the Company are expressly assumed in writing by the Acquiring Person

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and the Acquiring Person shall furnish to the holders of the Notes an opinion of counsel satisfactory to the Required Holders to the effect that the instrument of assumption has been duly authorized, executed and delivered and constitutes the legal, valid and binding contract and agreement of such Acquiring Person enforceable in accordance with its terms, except as enforcement of such terms may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles, (iii) the Parent Guarantor and the Subsidiary Guarantors shall have affirmed in writing their obligations under the Guaranty and (iv) at the time of such sale or disposition and immediately after giving effect thereto, (A) no Default or Event of Default would exist and (B) the Acquiring Person would be permitted by the provisions of Sections 10.2 and 10.3 to incur at least $1.00 of additional Indebtedness;

(c)the Parent Guarantor may consolidate or merge with or into any other Person if (i) the Surviving Person is organized under the laws of any state of the United States or the District of Columbia and, if the Parent Guarantor is not the Surviving Person, the due and punctual performance and observation of all of the covenants in this Agreement and the Guaranty to be performed or observed by the Parent Guarantor are expressly assumed in writing by the Surviving Person and the Surviving Person shall furnish to the holders of the Notes an opinion of counsel satisfactory to the Required Holders to the effect that the instrument of assumption has been duly authorized, executed and delivered and constitutes the legal, valid and binding contract and agreement of the Surviving Person enforceable in accordance with its terms, except as enforcement of such terms may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles, and (ii) at the time of such consolidation or merger and immediately after giving effect thereto, (A) no Default or Event of Default would exist and (B) the Surviving Person would be permitted by the provisions of Sections 10.2 and 10.3 to incur at least $1.00 of additional Indebtedness; and

(d)the Parent Guarantor may sell or otherwise dispose of all or substantially all of its assets to any Person for consideration which represents the fair market value of such assets (as determined in good faith by the Board of Directors of the Parent Guarantor) at the time of such sale or other disposition if (i) the Acquiring Person is a Person organized under the laws of any state of the United States or the District of Columbia, (ii) the due and punctual performance and observance of all of the covenants in this Agreement and the Guaranty to be performed or observed by the Parent Guarantor are expressly assumed in writing by the Acquiring Person and the Acquiring Person shall furnish to the holders of the Notes an opinion of counsel satisfactory to the Required Holders to the effect that the instrument of assumption has been duly authorized, executed and delivered and constitutes the legal, valid and binding contract and agreement of such Acquiring Person enforceable in accordance with its terms, except as enforcement of such terms may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles, and (iii) at the time of such sale or disposition and immediately after giving effect thereto, (A) no Default or Event of Default would exist and (B) the Acquiring Person would be permitted

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by the provisions of Sections 10.2 and 10.3 to incur at least $1.00 of additional Indebtedness.

Section 10.10.Line of Business. Each of the Company and the Parent Guarantor will not and will not permit any Subsidiary to engage in any business if, as a result, the general nature of the business in which the Obligors and their Subsidiaries, taken as a whole, would then be engaged would be substantially changed from the general nature of the business in which the Obligors and their Subsidiaries, taken as a whole, or any business substantially related or incidental thereto are engaged on the date of this Agreement.

Section 10.11.Economic Sanctions, Etc. Each of the Company and the Parent Guarantor will not and will not permit any Controlled Entity to (a) become (including by virtue of being owned or controlled by a Blocked Person), own or control a Blocked Person or (b) directly or indirectly have any investment in or engage in any dealing or transaction (including, without limitation, any investment, dealing or transaction involving the proceeds of the Notes) with any Person if such investment, dealing or transaction (i) would cause any holder or any affiliate of such holder to be in violation of, or subject to sanctions under, any law or regulation applicable to such holder, or (ii) is prohibited by or subject to sanctions under any U.S. Economic Sanctions Laws.

Although it will not be a Default or an Event of Default if the Company or the Parent Guarantor fails to comply with any provision of Section 10 on or after the date of this Agreement and prior to the Closing, if such a failure occurs, then any of the Purchasers may elect not to purchase the Notes on the date of Closing that is specified in Section 3.

Section 11.Events of Default.

An “Event of Default” shall exist if any of the following conditions or events shall occur and be continuing:

(a)the Company defaults in the payment of any principal or Make‑Whole Amount, if any, on any Note when the same becomes due and payable, whether at maturity or at a date fixed for prepayment or by declaration or otherwise; or

(b)the Company defaults in the payment of any interest on any Note for more than five Business Days after the same becomes due and payable; or

(c)the Company or the Parent Guarantor default in the performance of or compliance with any term contained in Section 7.1(d) or Sections 10.2 through 10.7; or

(d)any Obligor defaults in the performance of or compliance with any term contained herein (other than those referred to in Sections 11(a), (b) and (c)) or defaults in the performance of or compliance with any term contained in the Guaranty and any such default is not remedied within 30 days after the earlier of (i) a Responsible Officer of the Obligors obtaining actual knowledge of such default and (ii) the Obligors receiving written notice of such default from any holder of a Note (any such written notice to be identified as a “notice of default” and to refer specifically to this Section 11(d)); or

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(e)any representation or warranty made in writing by or on behalf of the any Obligor or by any officer of any Obligor in this Agreement or the Guaranty, as the case may be, or in any writing furnished in connection with the transactions contemplated hereby or thereby proves to have been false or incorrect in any material respect on the date as of which made; or

(f)(i) the Parent Guarantor, the Company or any Subsidiary is in default (as principal or as guarantor or other surety) in the payment of any principal of or premium or make‑whole amount or interest on any Indebtedness that is outstanding in an aggregate principal amount of at least $25,000,000 (or its equivalent in the relevant currency of payment) beyond any period of grace provided with respect thereto, or (ii) the Parent Guarantor, the Company or any Subsidiary is in default in the performance of or compliance with any term of any evidence of any Indebtedness in an aggregate outstanding principal amount of at least $25,000,000 (or its equivalent in the relevant currency of payment) or of any mortgage, indenture or other agreement relating thereto or any other condition exists, and as a consequence of such default or condition such Indebtedness has become, or has been declared (or one or more Persons are entitled to declare such Indebtedness to be), due and payable before its stated maturity or before its regularly scheduled dates of payment, or (iii) as a consequence of the occurrence or continuation of any event or condition (other than the passage of time or the right of the holder of Indebtedness to convert such Indebtedness into equity interests), (x) the Parent Guarantor, the Company or any Subsidiary has become obligated to purchase or repay Indebtedness before its regular maturity or before its regularly scheduled dates of payment in an aggregate outstanding principal amount of at least $25,000,000 (or its equivalent in the relevant currency of payment), or (y) one or more Persons have the right to require the Company or any Subsidiary to purchase or repay such Indebtedness; or

(g)any Obligor (i) is generally not paying, or admits in writing its inability to pay, its debts as they become due, (ii) files, or consents by answer or otherwise to the filing against it of, a petition for relief or reorganization or arrangement or any other petition in bankruptcy, for liquidation or to take advantage of any bankruptcy, insolvency, reorganization, moratorium or other similar law of any jurisdiction, (iii) makes an assignment for the benefit of its creditors, (iv) consents to the appointment of a custodian, receiver, trustee or other officer with similar powers with respect to it or with respect to any substantial part of its property, (v) is adjudicated as insolvent or to be liquidated, or (vi) takes corporate action for the purpose of any of the foregoing; or

(h)a court or Governmental Authority of competent jurisdiction enters an order appointing, without consent by an Obligor, a custodian, receiver, trustee or other officer with similar powers with respect to it or with respect to any substantial part of its property, or constituting an order for relief or approving a petition for relief or reorganization or any other petition in bankruptcy or for liquidation or to take advantage of any bankruptcy or insolvency law of any jurisdiction, or ordering the dissolution, winding‑up or liquidation of an Obligor, or any such petition shall be filed against an Obligor and such order shall not have been reversed or vacated or such petition shall not be dismissed within 60 days; or

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(i)a final judgment or judgments for the payment of money aggregating in excess of $25,000,000 (or its equivalent in the relevant currency of payment), including any such final order enforcing a binding arbitration decision, are rendered against one or more of the Obligors or any of their respective Subsidiaries, and which judgments are not, within 60 days after entry thereof, bonded, discharged or stayed pending appeal, or are not discharged within 60 days after the expiration of such stay; or

(j)if (i) any Plan shall fail to satisfy the minimum funding standards of ERISA or the Code for any plan year or part thereof or a waiver of such standards or extension of any amortization period is sought or granted under section 412 of the Code, (ii) a notice of intent to terminate any Plan shall have been or is reasonably expected to be filed with the PBGC or the PBGC shall have instituted proceedings under ERISA section 4042 to terminate or appoint a trustee to administer any Plan or the PBGC shall have notified the Parent Guarantor, the Company or any ERISA Affiliate that a Plan may become a subject of any such proceedings, (iii) the aggregate “amount of unfunded benefit liabilities” (within the meaning of section 4001(a)(18) of ERISA) under all Plans, determined in accordance with Title IV of ERISA, shall exceed $25,000,000, (iv) the aggregate present value of accrued benefit liabilities under all funded Non‑U.S. Plans exceeds the aggregate current value of the assets of such Non‑U.S. Plans allocable to such liabilities, (v) the Parent Guarantor, the Company or any ERISA Affiliate shall have incurred or is reasonably expected to incur any liability pursuant to Title I or IV of ERISA or the penalty or excise tax provisions of the Code relating to employee benefit plans, (vi) the Parent Guarantor, the Company or any ERISA Affiliate withdraws from any Multiemployer Plan, (vii) the Parent Guarantor, the Company or any Subsidiary establishes or amends any employee welfare benefit plan that provides post‑employment welfare benefits in a manner that would increase the liability of the Parent Guarantor, the Company or any Subsidiary thereunder, (viii) the Parent Guarantor, the Company or any Subsidiary fails to administer or maintain a Non‑U.S. Plan in compliance with the requirements of any and all applicable laws, statutes, rules, regulations or court orders or any Non‑U.S. Plan is involuntarily terminated or wound up, or (ix) the Parent Guarantor, the Company or any Subsidiary becomes subject to the imposition of a financial penalty (which for this purpose shall mean any tax, penalty or other liability, whether by way of indemnity or otherwise) with respect to one or more Non‑U.S. Plans; and any such event or events described in clauses (i) through (ix) above, either individually or together with any other such event or events, could reasonably be expected to have a Material Adverse Effect; or

(k)the Guaranty shall cease to be in full force and effect for any reason whatsoever, including, without limitation, a determination by any Governmental Authority that the Guaranty is invalid, void or unenforceable or any Guarantor shall contest or deny in writing the validity or enforceability of any of its obligations under the Guaranty; provided that the foregoing shall not apply to the release or termination of the Guaranty by a Subsidiary Guarantor pursuant to and in compliance with Section 9.8(b).

As used in Section 11(j), the terms “employee benefit plan” and “employee welfare benefit plan” shall have the respective meanings assigned to such terms in section 3 of ERISA.

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Section 12.Remedies on Default, Etc.

Section 12.1.Acceleration. (a) If an Event of Default with respect to the Parent Guarantor or the Company described in Section 11(g), (h) or (i) (other than an Event of Default described in clause (i) of Section 11(g) or described in clause (vi) of Section 11(g) by virtue of the fact that such clause encompasses clause (i) of Section 11(g)) has occurred, all the Notes then outstanding shall automatically become immediately due and payable.

(b)If any other Event of Default has occurred and is continuing, any holder or holders of more than 51% in principal amount of the Notes at the time outstanding may at any time at its or their option, by notice or notices to the Parent Guarantor and the Company, declare all the Notes then outstanding to be immediately due and payable.

(c)If any Event of Default described in Section 11(a) or (b) has occurred and is continuing, any holder or holders of Notes at the time outstanding affected by such Event of Default may at any time, at its or their option, by notice or notices to the Parent Guarantor and the Company, declare all the Notes held by it or them to be immediately due and payable.

Upon any Notes becoming due and payable under this Section 12.1, whether automatically or by declaration, such Notes will forthwith mature and the entire unpaid principal amount of such Notes, plus (i) all accrued and unpaid interest thereon (including, but not limited to, interest accrued thereon at the Default Rate) and (ii) the Make‑Whole Amount determined in respect of such principal amount (to the full extent permitted by applicable law), shall all be immediately due and payable, in each and every case without presentment, demand, protest or further notice, all of which are hereby waived. The Parent Guarantor and the Company acknowledge, and the parties hereto agree, that each holder of a Note has the right to maintain its investment in the Notes free from repayment by the Company (except as herein specifically provided for), and that the provision for payment of a Make‑Whole Amount by the Company in the event that the Notes are prepaid or are accelerated as a result of an Event of Default, is intended to provide compensation for the deprivation of such right under such circumstances.

Section 12.2.Other Remedies. If any Default or Event of Default has occurred and is continuing, and irrespective of whether any Notes have become or have been declared immediately due and payable under Section 12.1, the holder of any Note at the time outstanding may proceed to protect and enforce the rights of such holder by an action at law, suit in equity or other appropriate proceeding, whether for the specific performance of any agreement contained herein or in any Note or the Guaranty, or for an injunction against a violation of any of the terms hereof or thereof, or in aid of the exercise of any power granted hereby or thereby or by law or otherwise.

Section 12.3.Rescission. At any time after any Notes have been declared due and payable pursuant to Section 12.1(b) or (c), the holders of not less than 51% in principal amount of the Notes then outstanding, by written notice to the Company, may rescind and annul any such declaration and its consequences if (a) the Parent Guarantor and the Company have paid all overdue interest on the Notes, all principal of and Make‑Whole Amount, if any, on any Notes that are due and payable and are unpaid other than by reason of such declaration, and all interest on such overdue principal and Make‑Whole Amount, if any, and (to the extent permitted by applicable

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law) any overdue interest in respect of the Notes, at the Default Rate, (b) neither the Parent Guarantor, the Company nor any other Person shall have paid any amounts which have become due solely by reason of such declaration, (c) all Events of Default and Defaults, other than non‑payment of amounts that have become due solely by reason of such declaration, have been cured or have been waived pursuant to Section 17, and (d) no judgment or decree has been entered for the payment of any monies due pursuant hereto or to the Notes. No rescission and annulment under this Section 12.3 will extend to or affect any subsequent Event of Default or Default or impair any right consequent thereon.

Section 12.4.No Waivers or Election of Remedies, Expenses, Etc. No course of dealing and no delay on the part of any holder of any Note in exercising any right, power or remedy shall operate as a waiver thereof or otherwise prejudice such holder’s rights, powers or remedies. No right, power or remedy conferred by this Agreement, the Guaranty or by any Note upon any holder thereof shall be exclusive of any other right, power or remedy referred to herein or therein or now or hereafter available at law, in equity, by statute or otherwise. Without limiting the obligations of the Parent Guarantor and the Company under Section 15, the Parent Guarantor and the Company will pay to the holder of each Note on demand such further amount as shall be sufficient to cover all costs and expenses of such holder incurred in any enforcement or collection under this Section 12, including, without limitation, reasonable attorneys’ fees, expenses and disbursements.

Section 13.Registration; Exchange; Substitution of Notes.

Section 13.1.Registration of Notes. The Company shall keep at its principal executive office a register for the registration and registration of transfers of Notes. The name and address of each holder of one or more Notes, each transfer thereof and the name and address of each transferee of one or more Notes shall be registered in such register. If any holder of one or more Notes is a nominee, then (a) the name and address of the beneficial owner of such Note or Notes shall also be registered in such register as an owner and holder thereof and (b) at any such beneficial owner’s option, either such beneficial owner or its nominee may execute any amendment, waiver or consent pursuant to this Agreement. Prior to due presentment for registration of transfer, the Person in whose name any Note shall be registered shall be deemed and treated as the owner and holder thereof for all purposes hereof, and the Company shall not be affected by any notice or knowledge to the contrary. The Company shall give to any holder of a Note that is an Institutional Investor promptly upon request therefor, a complete and correct copy of the names and addresses of all registered holders of Notes.

Section 13.2.Transfer and Exchange of Notes. Upon surrender of any Note to the Company at the address and to the attention of the designated officer (all as specified in Section 18(iv)) for registration of transfer or exchange (and in the case of a surrender for registration of transfer accompanied by a written instrument of transfer duly executed by the registered holder of such Note or such holder’s attorney duly authorized in writing and accompanied by the relevant name, address and other information for notices of each transferee of such Note or part thereof), within ten Business Days thereafter, the Company shall execute and deliver, at the Company’s expense (except as provided below), one or more new Notes (as requested by the holder thereof) in exchange therefor, in an aggregate principal amount equal to the unpaid principal amount of the surrendered Note. Each such new Note shall be payable to such

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Person as such holder may request and shall be substantially in the form of Exhibit 1. Each such new Note shall be dated and bear interest from the date to which interest shall have been paid on the surrendered Note or dated the date of the surrendered Note if no interest shall have been paid thereon. The Company may require payment of a sum sufficient to cover any stamp tax or governmental charge imposed in respect of any such transfer of Notes. Notes shall not be transferred in denominations of less than $100,000; provided that if necessary to enable the registration of transfer by a holder of its entire holding of Notes, one Note may be in a denomination of less than $100,000. Any transferee, by its acceptance of a Note registered in its name (or the name of its nominee), shall be deemed to have made the representation set forth in Section 6.2.

Section 13.3.Replacement of Notes. Upon receipt by the Company at the address and to the attention of the designated officers (all as specified in Section 18(iv)) of evidence reasonably satisfactory to it of the ownership of and the loss, theft, destruction or mutilation of any Note (which evidence shall be, in the case of an Institutional Investor, notice from such Institutional Investor of such ownership and such loss, theft, destruction or mutilation), and

(a)in the case of loss, theft or destruction, of indemnity reasonably satisfactory to the Company (provided that if the holder of such Note is, or is a nominee for, an original Purchaser or another holder of a Note with a minimum net worth of at least $50,000,000 or a Qualified Institutional Buyer, such Person’s own unsecured agreement of indemnity shall be deemed to be satisfactory), or

(b)in the case of mutilation, upon surrender and cancellation thereof,

within 10 (ten) Business Days thereafter, the Company at its own expense shall execute and deliver, in lieu thereof, a new Note, dated and bearing interest from the date to which interest shall have been paid on such lost, stolen, destroyed or mutilated Note or dated the date of such lost, stolen, destroyed or mutilated Note if no interest shall have been paid thereon.

Section 14.Payments on Notes.

Section 14.1.Place of Payment. Subject to Section 14.2, payments of principal, Make‑Whole Amount, if any, and interest becoming due and payable on the Notes shall be made in New York, New York at the principal office of JPMorgan Chase Bank, N.A. in such jurisdiction. The Company may at any time, by notice to each holder of a Note, change the place of payment of the Notes so long as such place of payment shall be either the principal office of the Company in such jurisdiction or the principal office of a bank or trust company in such jurisdiction.

Section 14.2.Home Office Payment. So long as any Purchaser or its nominee shall be the holder of any Note, and notwithstanding anything contained in Section 14.1 or in such Note to the contrary, the Company will pay all sums becoming due on such Note for principal, Make‑Whole Amount, if any, and interest and all other amounts becoming due hereunder by the method and at the address specified for such purpose below such Purchaser’s name in Schedule A hereto or by such other method or at such other address as such Purchaser shall have from time to time specified to the Company in writing for such purpose, without the presentation or surrender of such Note or

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the making of any notation thereon, except that upon written request of the Company made concurrently with or reasonably promptly after payment or prepayment in full of any Note, such Purchaser shall surrender such Note for cancellation, reasonably promptly after any such request, to the Company at its principal executive office or at the place of payment most recently designated by the Company pursuant to Section 14.1. Prior to any sale or other disposition of any Note held by a Purchaser or its nominee, such Purchaser will, at its election, either endorse thereon the amount of principal paid thereon and the last date to which interest has been paid thereon or surrender such Note to the Company in exchange for a new Note or Notes pursuant to Section 13.2. The Company will afford the benefits of this Section 14.2 to any Institutional Investor that is the direct or indirect transferee of any Note purchased by a Purchaser under this Agreement and that has made the same agreement relating to such Note as the Purchasers have made in this Section 14.2.

Section 14.3.FATCA Information. By acceptance of any Note, the holder of such Note agrees that such holder will with reasonable promptness duly complete and deliver to the Company, or to such other Person as may be reasonably requested by the Company, from time to time (a) in the case of any such holder that is a United States Person, such holder’s United States tax identification number or other forms reasonably requested by the Company necessary to establish such holder’s status as a United States Person under FATCA and as may otherwise be necessary for the Company to comply with its obligations under FATCA and (b) in the case of any such holder that is not a United States Person, such documentation prescribed by applicable law (including as prescribed by section 1471(b)(3)(C)(i) of the Code) and such additional documentation as may be necessary for the Company to comply with its obligations under FATCA and to determine that such holder has complied with such holder’s obligations under FATCA or to determine the amount (if any) to deduct and withhold from any such payment made to such holder. Nothing in this Section 14.3 shall require any holder to provide information that is confidential or proprietary to such holder unless the Company is required to obtain such information under FATCA and, in such event, the Company shall treat any such information it receives as confidential.

Section 15.Expenses, Etc.

Section 15.1.Transaction Expenses. Whether or not the transactions contemplated hereby are consummated, the Parent Guarantor and the Company, jointly and severally, agree to pay all costs and expenses (including reasonable attorneys’ fees of a special counsel and, if reasonably required by the Required Holders, local or other counsel) incurred by the Purchasers and each other holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement, the Notes or the Guaranty (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, the Notes or the Guaranty or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, the Notes or the Guaranty, or by reason of being a holder of any Note, (b) the costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company, the Parent Guarantor or any Subsidiary or in connection with any work‑out or restructuring of the transactions contemplated hereby and by the

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Notes and the Guaranty and (c) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO; provided, that such costs and expenses under this clause (c) shall not exceed $3,500. If required by the NAIC, the Company shall obtain and maintain at its own cost and expense a Legal Entity Identifier (LEI). The Parent Guarantor and the Company, jointly and severally, agree to pay, and will save each Purchaser and each other holder of a Note harmless from (i) all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those, if any, retained by a Purchaser or other holder in connection with its purchase of the Notes), (ii) any and all wire transfer fees that any bank or other financial institution deducts from any payment under such Note to such holder or otherwise charges to a holder of a Note with respect to a payment under such Note and (iii) any judgment, liability, claim, order, decree, fine, penalty, cost, fee, expense (including reasonable attorney’s fees and expenses) or obligation resulting from the consummation of the transactions contemplated hereby, including the use of the proceeds of the Notes by the Company.

Section 15.2.Survival. The obligations of the Parent Guarantor and the Company under this Section 15 will survive the payment or transfer of any Note, the enforcement, amendment or waiver of any provision of this Agreement, the Notes and the Guaranty, and the termination of this Agreement.

Section 16.Survival of Representations and Warranties; Entire Agreement.

All representations and warranties contained herein or in the Guaranty shall survive the execution and delivery of this Agreement, the Notes and the Guaranty, the purchase or transfer by any Purchaser of any Note or portion thereof or interest therein and the payment of any Note, and may be relied upon by any subsequent holder of a Note, regardless of any investigation made at any time by or on behalf of such Purchaser or any other holder of a Note. All statements contained in any certificate or other instrument delivered by or on behalf of any Obligor pursuant to this Agreement or the Guaranty shall be deemed representations and warranties of such Obligor under this Agreement or the Guaranty, as the case may be. Subject to the preceding sentence, this Agreement, the Notes and the Guaranty embody the entire agreement and understanding between each Purchaser and the Obligors and supersede all prior agreements and understandings relating to the subject matter hereof.

Section 17.Amendment and Waiver.

Section 17.1.Requirements. This Agreement, the Notes and the Guaranty may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Guarantors, the Company and the Required Holders, except that (a) no amendment or waiver of any of the provisions of Sections 1, 2, 3, 4, 5, 6 or 21 hereof, or any defined term (as it is used therein), will be effective as to any Purchaser unless consented to by such Purchaser in writing, and (b) no such amendment or waiver may, without the written consent of the holder of each Note at the time outstanding affected thereby (or, prior to the date of Closing, each Purchaser), (i) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest or of the Make‑Whole Amount on, the Notes, (ii) change the percentage

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of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiver or the principal amount of the Notes that the Purchasers are to purchase pursuant to Section 2 upon the satisfaction of the conditions to Closing that appear in Section 4, (iii) amend any of Sections 8, 11(a), 11(b), 12, 17 or 20, or (iv) reduce or alter the scope of the Guaranty or release any Guarantor from liability under the Guaranty, except pursuant to Section 9.8(b). As used herein and in the Notes, the term “this Agreement” and references thereto shall mean this Agreement, as it may from time to time be amended or supplemented.

Section 17.2.Solicitation of Holders of Notes.

(a)Solicitation. The Parent Guarantor and the Company will provide each Purchaser and each holder of the Notes (irrespective of the amount of Notes then owned by it) with sufficient information, sufficiently far in advance of the date a decision is required, to enable such Purchaser or holder to make an informed and considered decision with respect to any proposed amendment, waiver or consent in respect of any of the provisions hereof, of the Guaranty or of the Notes. The Parent Guarantor and the Company will deliver executed or true and correct copies of each amendment, waiver or consent effected pursuant to the provisions of this Section 17 to each Purchaser or holder of outstanding Notes promptly following the date on which it is executed and delivered by, or receives the consent or approval of, the requisite Purchasers or holders of Notes.

(b)Payment. Neither the Parent Guarantor nor the Company will directly or indirectly pay or cause to be paid any remuneration, whether by way of supplemental or additional interest, fee or otherwise, or grant any security or provide other credit support, to any Purchaser or holder of Notes as consideration for or as an inducement to the entering into by any Purchaser or holder of Notes of any waiver or amendment of any of the terms and provisions hereof, of the Guaranty or of the Notes unless such remuneration is concurrently paid, or security is concurrently granted or other credit support concurrently provided, on the same terms, ratably to each Purchaser and holder of Notes then outstanding even if such Purchaser or holder did not consent to such waiver or amendment.

(c)Consent in Contemplation of Transfer. Any consent made pursuant to this Section 17 by the holder of any Note that has transferred or has agreed to transfer such Note to the Parent Guarantor, the Company, any Subsidiary, any Affiliate of the Parent Guarantor or the Company or any other Person in connection with, or in anticipation of, such other Person acquiring, making a tender offer for or merging with an Obligor and/or any of its Affiliates, in each case in connection with such consent as a condition to such transfer, shall be void and of no force or effect except solely as to such holder with respect to such Note, and any amendments effected or waivers granted or to be effected or granted that would not have been or would not be so effected or granted but for such consent (and the consents of all other holders of Notes that were acquired under the same or similar conditions) shall be void and of no force or effect except solely as to such transferring holder with respect to such Note.

Section 17.3.Binding Effect, Etc. Any amendment or waiver consented to as provided in this Section 17 applies equally to all Purchasers and holders of Notes and is binding upon them and upon each future holder of any Note and upon the Parent Guarantor and the Company without regard to whether such Note has been marked to indicate such amendment or waiver. No such

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amendment or waiver will extend to or affect any obligation, covenant, agreement, Default or Event of Default not expressly amended or waived or impair any right consequent thereon. No course of dealing between the Parent Guarantor, the Company and the Purchaser or holder of any Note nor any delay in exercising any rights hereunder, under the Guaranty or under any Note shall operate as a waiver of any rights of any Purchaser or any holder of such Note.

Section 17.4.Notes Held by Company, Etc. Solely for the purpose of determining whether the Purchasers or the holders of the requisite percentage of the aggregate principal amount of Notes then outstanding approved or consented to any amendment, waiver or consent to be given under this Agreement, the Notes or the Guaranty, or have directed the taking of any action provided herein or in the Notes or in the Guaranty to be taken upon the direction of the holders of a specified percentage of the aggregate principal amount of Notes then outstanding, Notes directly or indirectly owned by the Parent Guarantor, the Company or any of their respective Affiliates shall be deemed not to be outstanding.

Section 18.Notices.

Except to the extent otherwise provided in Section 7.4, all notices and communications provided for hereunder shall be in writing and sent (a) by telefacsimile if the sender on the same day sends a confirming copy of such notice by an internationally recognized overnight delivery service (charges prepaid), or (b) by registered or certified mail with return receipt requested (postage prepaid), or (c) by an internationally recognized overnight delivery service (with charges prepaid). Any such notice must be sent:

(i)if to any Purchaser or its nominee, to such Purchaser or nominee at the address specified for such communications in Schedule A hereto or at such other address as such Purchaser or nominee shall have specified to the Company in writing,

(ii)if to any other holder of any Note, to such holder at such address as such other holder shall have specified to the Company in writing,

(iii)if to the Parent Guarantor, to the Parent Guarantor at 70 East Long Lake Road, Bloomfield Hills, Michigan 48304, to Attention: Finance, or at such other address as the Parent Guarantor shall have specified to the Purchaser or holder of each Note in writing,

(iv)if to the Company, to the Company at its address set forth at the beginning hereof to the attention of Clayton R. Thelen or at such other address as the Company shall have specified to the Purchaser or holder of each Note in writing.

Notices under this Section 18 will be deemed given only when actually received.

Section 19.Reproduction of Documents.

This Agreement, the Guaranty and all documents relating thereto, including, without limitation, (a) consents, waivers and modifications that may hereafter be executed, (b) documents

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received by any Purchaser at the Closing (except the Notes themselves), and (c) financial statements, certificates and other information previously or hereafter furnished to any Purchaser, may be reproduced by such Purchaser by any photographic, photostatic, electronic, digital or other similar process and such Purchaser may destroy any original document so reproduced. The Parent Guarantor and the Company agree and stipulate that, to the extent permitted by applicable law, any such reproduction shall be admissible in evidence as the original itself in any judicial or administrative proceeding (whether or not the original is in existence and whether or not such reproduction was made by such Purchaser in the regular course of business) and any enlargement, facsimile or further reproduction of such reproduction shall likewise be admissible in evidence. This Section 19 shall not prohibit the Parent Guarantor, the Company or any other holder of Notes from contesting any such reproduction to the same extent that it could contest the original, or from introducing evidence to demonstrate the inaccuracy of any such reproduction.

Section 20.Confidential Information.

For the purposes of this Section 20, “Confidential Information” means information delivered to any Purchaser by or on behalf of the Parent Guarantor, the Company, or any Subsidiary in connection with the transactions contemplated by or otherwise pursuant to this Agreement that is proprietary in nature and that was clearly marked or labeled or otherwise adequately identified when received by such Purchaser as being confidential information of the Parent Guarantor, the Company or such Subsidiary, as the case may be; provided that such term does not include information that (a) was publicly known or otherwise known to such Purchaser prior to the time of such disclosure, (b) subsequently becomes publicly known through no act or omission by such Purchaser or any Person acting on such Purchaser’s behalf, (c) otherwise becomes known to such Purchaser other than through disclosure by the Parent Guarantor, the Company or any of their respective Subsidiaries or (d) constitutes financial statements delivered to such Purchaser under Section 7.1 that are otherwise publicly available. Each Purchaser will maintain the confidentiality of such Confidential Information in accordance with procedures adopted by such Purchaser in good faith to protect confidential information of third parties delivered to such Purchaser; provided that such Purchaser may deliver or disclose Confidential Information to (i) its directors, trustees, officers, employees, agents, attorneys and affiliates (to the extent such disclosure reasonably relates to the administration of the investment represented by its Notes), (ii) its financial advisors and other professional advisors who agree to hold confidential the Confidential Information substantially in accordance with the terms of this Section 20, (iii) any other Purchaser or holder of any Note, (iv) any Institutional Investor to which it sells or offers to sell such Note or any part thereof or any participation therein (if such Person has agreed in writing prior to its receipt of such Confidential Information to be bound by the provisions of this Section 20), (v) any Person from which it offers to purchase any security of the Parent Guarantor or the Company (if such Person has agreed in writing prior to its receipt of such Confidential Information to be bound by the provisions of this Section 20), (vi) any federal or state regulatory authority having jurisdiction over such Purchaser, (vii) the NAIC or the SVO or, in each case, any similar organization, or any nationally recognized rating agency that requires access to information about such Purchaser’s investment portfolio or (viii) any other Person to which such delivery or disclosure may be necessary or appropriate (w) to effect compliance with any law, rule, regulation or order applicable to such Purchaser, (x) in response to any subpoena or other legal process, (y) in connection with any litigation to which such Purchaser is a party or (z) if an Event of Default has

-41-

occurred and is continuing, to the extent such Purchaser may reasonably determine such delivery and disclosure to be necessary or appropriate in the enforcement or for the protection of the rights and remedies under such Purchaser’s Notes, the Guaranty and this Agreement. Each holder of a Note, by its acceptance of a Note, will be deemed to have agreed to be bound by and to be entitled to the benefits of this Section 20 as though it were a party to this Agreement. On reasonable request by the Parent Guarantor and the Company in connection with the delivery to any holder of a Note of information required to be delivered to such holder under this Agreement or requested by such holder (other than a holder that is a party to this Agreement or its nominee), such holder will enter into an agreement with the Parent Guarantor and the Company embodying the provisions of this Section 20.

In the event that as a condition to receiving access to information relating to the Obligors or its Subsidiaries in connection with the transactions contemplated by or otherwise pursuant to this Agreement, any Purchaser or holder of a Note is required to agree to a confidentiality undertaking (whether through IntraLinks, another secure website, a secure virtual workspace or otherwise) which is different from this Section 20, this Section 20 shall not be amended thereby and, as between such Purchaser or such holder and the Parent Guarantor and the Company, this Section 20 shall supersede any such other confidentiality undertaking.

Section 21.Substitution of Purchaser.

Each Purchaser shall have the right to substitute any one of its Affiliates as the purchaser of the Notes that it has agreed to purchase hereunder, by written notice to the Parent Guarantor and the Company, which notice shall be signed by both such Purchaser and such Affiliate, shall contain such Affiliate’s agreement to be bound by this Agreement and shall contain a confirmation by such Affiliate of the accuracy with respect to it of the representations set forth in Section 6. Upon receipt of such notice, any reference to such Purchaser in this Agreement (other than in this Section 21) shall be deemed to refer to such Affiliate in lieu of such original Purchaser. In the event that such Affiliate is so substituted as a Purchaser hereunder and such Affiliate thereafter transfers to such original Purchaser all of the Notes then held by such Affiliate, upon receipt by the Parent Guarantor and the Company of notice of such transfer, any reference to such Affiliate as a “Purchaser” in this Agreement (other than in this Section 21) shall no longer be deemed to refer to such Affiliate, but shall refer to such original Purchaser, and such original Purchaser shall again have all the rights of an original holder of the Notes under this Agreement.

Section 22.Miscellaneous.

Section 22.1.Successors and Assigns. All covenants and other agreements contained in this Agreement by or on behalf of any of the parties hereto bind and inure to the benefit of their respective successors and assigns (including, without limitation, any subsequent holder of a Note) whether so expressed or not, except that, subject to Section 10.9, the Parent Guarantor and the Company may not assign or otherwise transfer any of its rights or obligations hereunder or under the Notes without the prior written consent of each holder. Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto and their respective successors and assigns permitted hereby) any legal or equitable right, remedy or claim under or by reason of this Agreement.

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Section 22.2.Accounting Terms. All accounting terms used herein which are not expressly defined in this Agreement have the meanings respectively given to them in accordance with GAAP. Except as otherwise specifically provided herein, (i) all computations made pursuant to this Agreement shall be made in accordance with GAAP, and (ii) all financial statements shall be prepared in accordance with GAAP. In the event of any change in GAAP after the date hereof or any other change in accounting procedures which would affect the computation of any financial covenant, ratio or other requirement set forth herein, then upon the request of the Company or the Required Holders, the Company, the Guarantors, and the holders of Notes shall negotiate promptly, diligently and in good faith in order to amend the provisions of this Agreement such that such financial covenant, ratio or other requirement shall continue to provide substantially the same financial tests or restrictions of the Company and the Guarantors as in effect prior to such accounting change, as determined by the Required Holders in their good faith judgment. Until such time as such amendment shall have been executed and delivered by the Company, the Guarantors and the Required Holders (i) such financial covenants, ratio and other requirements, and all financial statements and other documents required to be delivered under this Agreement, shall be calculated and reported as if such change had not occurred and (ii) the Parent Guarantor shall provide to each holder of a Note that is an Institutional Investor financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in generally accepted accounting principles. For purposes of determining compliance with this Agreement (including, without limitation, Section 9, Section 10 and the definition of “Indebtedness”), any election by the Company to measure any financial liability using fair value (as permitted by Financial Accounting Standards Board Accounting Standards Codification Topic No. 825‑10‑25 – Fair Value Option, International Accounting Standard 39 – Financial Instruments: Recognition and Measurement or any similar accounting standard) shall be disregarded and such determination shall be made as if such election had not been made.

Section 22.3.Severability. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall (to the full extent permitted by law) not invalidate or render unenforceable such provision in any other jurisdiction.

Section 22.4.Construction, Etc. Each covenant contained herein shall be construed (absent express provision to the contrary) as being independent of each other covenant contained herein, so that compliance with any one covenant shall not (absent such an express contrary provision) be deemed to excuse compliance with any other covenant. Where any provision herein refers to action to be taken by any Person, or which such Person is prohibited from taking, such provision shall be applicable whether such action is taken directly or indirectly by such Person.

Defined terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” The word “will” shall be construed to have the same meaning and effect as the word “shall.” Unless the context requires otherwise (a) any definition of or reference to any agreement, instrument or other document herein shall be

-43-

construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein) and, for purposes of the Notes, shall also include any such notes issued in substitution therefor pursuant to Section 13, (b) subject to Section 22.1, any reference herein to any Person shall be construed to include such Person’s successors and assigns, (c) the words “herein,” “hereof” and “hereunder,” and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (d) all references herein to Sections, Schedules and Exhibits shall be construed to refer to Sections of, and Schedules and Exhibits to, this Agreement, and (e) any reference to any law or regulation herein shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time.

For the avoidance of doubt, all Schedules and Exhibits attached to this Agreement shall be deemed to be a part hereof.

Section 22.5.Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be an original but all of which together shall constitute one instrument. Each counterpart may consist of a number of copies hereof, each signed by less than all, but together signed by all, of the parties hereto.

Section 22.6.Governing Law. This Agreement shall be construed and enforced in accordance with, and the rights of the parties shall be governed by, the law of the State of New York, excluding choice‑of‑law principles of the law of such State that would permit the application of the laws of a jurisdiction other than such State.

Section 22.7.Jurisdiction and Process; Waiver of Jury Trial. (a) The Parent Guarantor and the Company, each for itself, irrevocably submits to the non‑exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Agreement or the Notes. To the fullest extent permitted by applicable law, the Parent Guarantor and the Company, each for itself, irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum.

(b)The Company agrees, to the fullest extent permitted by applicable law, that a final judgment in any suit, action or proceeding of the nature referred to in Section 22.7(a) brought in any such court shall be conclusive and binding upon it subject to rights of appeal, as the case may be, and may be enforced in the courts of the United States of America or the State of New York (or any other courts to the jurisdiction of which it or any of its assets is or may be subject) by a suit upon such judgment.

(c)The Parent Guarantor and the Company, each for itself, consents to process being served by or on behalf of any holder of Notes in any suit, action or proceeding of the nature referred to in Section 22.7(a) by mailing a copy thereof by registered, certified, priority or express mail (or

-44-

any substantially similar form of mail), postage prepaid, return receipt or delivery confirmation requested, to it at its address specified in Section 18 or at such other address of which such holder shall then have been notified pursuant to said Section. The Parent Guarantor and the Company, each for itself, agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service.

(d)Nothing in this Section 22.7 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against the Parent Guarantor or the Company in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction.

(e)The parties hereto hereby waive trial by jury in any action brought on or with respect to this Agreement, the Notes or any other document executed in connection herewith or therewith.

* * * * *

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If you are in agreement with the foregoing, please sign the form of agreement on a counterpart of this Agreement and return it to the Company, whereupon this Agreement shall become a binding agreement between and among you, the Parent Guarantor and the Company.


	Very truly yours,

	Agree Limited Partnership, a Delaware limited partnership

	By:	Agree Realty Corporation,
		Its sole general partner
	By

	Name:
	Title:


	Agree Realty Corporation, a Maryland corporation

	By

	Name:
	Title:

-46-

This Agreement is hereby accepted and agreed to as of the date thereof.


	Knights of Columbus

	By

	Name:
	Title:

Exhibit 1

(to Note Purchase Agreement)

Agreement is hereby accepted and agreed to as of the date thereof.


	United of Omaha Life Insurance Company

	By

	Name:
	Title:

-2-

This Agreement is hereby accepted and agreed to as of the date thereof.


	Teachers Insurance and Annuity Association of America, a New York domiciled life insurance company

	By:	Nuveen Alternatives Advisors LLC, a Delaware limited liability company, its investment manager

	By

	Name:
	Title:

-3-

This Agreement is hereby accepted and agreed to as of the date thereof.


	Pacific Life Insurance Company


	By

	Name:
	Title:

	By

	Name:
	Title:

-4-

This Agreement is hereby accepted and agreed to as of the date thereof.


	Genworth Life Insurance Company


	By

	Name:
	Title:

	Genworth Life and Annuity Insurance Company

	By

	Name:
	Title:

-5-

This Agreement is hereby accepted and agreed to as of the date thereof.


	AB US Diversified Credit BM Fund

	By:	AllianceBernstein LP, Its Investment Advisor

	By

	Name:
	Title:

-6-

This Agreement is hereby accepted and agreed to as of the date thereof.


	The Guardian Life Insurance Company of America

	By

	Name:
	Title:


	Berkshire Life Insurance Company of America

	By

	Name:
	Title:


	The Guardian Insurance & Annuity Company, Inc.

	By

	Name:
	Title:

-7-

This Agreement is hereby accepted and agreed to as of the date thereof.


	Farm Bureau Life Insurance Company

	By

	Name:
	Title:


	Farm Bureau Property & Casualty Insurance Company

	By

	Name:
	Title:

-8-

This Agreement is hereby accepted and agreed to as of the date thereof.


	Southern Farm Bureau Life Insurance Company

	By

	Name:	David Divine
	Title:	Senior Portfolio Manager

-9-

Agree Limited Partnership

Information Relating to Purchasers

Name and Address of Purchaser

Principal Amount of Notes to be Purchased

Knights of Columbus

One Columbus Plaza

New Haven, CT 06510-3326

Attn: Investment Accounting Department, 14th Floor

$25,000,000

Payments

All payments on account of Notes held by such purchaser shall be made by wire transfer of immediately available funds to:

Registered Holder:	Knights of Columbus LIFE Account
Bank Name:	The Bank of New York Mellon Corp.
ABA Number:	021000018
Account Numb/Beneficiary:	2007008400
BNF:	GLA111566
ATTN:	Income Collection Dept.
Bank to Bank Information:	cusip number, Agree 4.47% Maturity Date. & P&I breakdown

Closing sets should be received by CD or other form of digital communication.

All notices and communications should be e-mailed and mailed to:

E-Mail: Investments@kofc.org, sarah.capozzo@kofc.org, gilles.marchand@kofc.org

Knights of Columbus

Life Account # 2007008400

Attn: Investment Department, 19th Floor

One Columbus Plaza, New Haven, CT 06510-3326 USA

Phone 203-752-4127, Fax 203-752-4117

Name of Nominee in which Notes are to be issued: None

Taxpayer I.D. Number: 06-0416470

Schedule A
(to Note Purchase Agreement)

Physical delivery of Notes to:

Physical Delivery

The Depository Trust Company

570 Washington Blvd-5th Floor

Jersey City, NJ 07310

Attn: BNY Mellon/Branch Deposit Department

KNIGHTS OF COLUMBUS LIFE ACCOUNT # 2007008400

Contacts: Joseph Eger or

Dominick Caputo

Emails: Joseph.Eger@bnymellon.com

Emails: Dominick.Caputo@bnymellon.com

Fax 212-635-1199

A-2

Name and Address of Purchaser	Principal Amount of Notes to be Purchased
United of Omaha Life Insurance Company	$23,000,000

1.Notes to be registered in the name of

UNITED OF OMAHA LIFE INSURANCE COMPANY

2.Tax I.D. # is 47-0322111

3.All principal and interest payments on the Notes shall be made by wire transfer of

immediately available funds to:

JPMorgan Chase Bank

ABA #021000021

Private Income Processing

For credit to:

United of Omaha Life Insurance Company

Account # 900-9000200

a/c: G07097

Cusip/PPN: __________________

Interest Amount:

Principal Amount:

4.Address for delivery of bonds:

JPMorgan Chase Bank

4 Chase Metrotech Center, 3rd Floor

Brooklyn, NY 11245-0001

Attention: Physical Receive Department

Account# G07097

**It is imperative that the custody account be included on the delivery letter. Without this information, the security will be returned to the sender.

5.Address for all notices in respect of payment of Principal and Interest, Corporate Actions, and Reorganization Notifications:

JPMorgan Chase Bank

4 Chase Metrotech Center, 16th Floor

Brooklyn, NY 11245-0001

Attn: Income Processing

a/c: G07097

6. Address for all other communications (i.e.: Quarterly/Annual reports, Tax filings, Modifications, Waivers regarding the indenture):

4 - Investment Management

United of Omaha Life Insurance Company

3300 Mutual of Omaha Plaza

Omaha, NE 68175-1011

Email Address for Electronic Document Transmission: privateplacements@mutualofomaha.com

A-3

A-4

Name and Address of Purchaser

Principal Amount of Notes to be Purchased

Teachers Insurance and Annuity Association of America

730 Third Avenue

New York, New York 10017

$20,000,000

Payments

All payments on or in respect of the Notes shall be made in immediately available funds on the due date by electronic funds transfer, through the Automated Clearing House System, to:

JPMorgan Chase Bank, N.A.

ABA # 021-000-021

Account Number: 900-9-000200

Account Name: Teachers Insurance and Annuity Association of America

For Further Credit to the Account Number: G07040

Reference: PPN: _________________

Maturity Date: [10/30/31]/Interest Rate: 4.47%/P&I Breakdown

Payment Notices

All notices with respect to payments and prepayments of the Notes shall be sent to:

Teachers Insurance and Annuity Association of America

730 Third Avenue

New York, New York 10017

Attention: Securities Accounting Division

Phone: (212) 916-5504

Facsimile: (212) 916-4699

With a copy to:

JPMorgan Chase Bank, N.A.

P.O. Box 35308

Newark, New Jersey 07101

Contemporaneous written confirmation of any electronic funds transfer shall be sent to the above addresses setting forth (1) the full name, private placement number, interest rate and maturity date of the Notes, (2) allocation of payment between principal, interest, Make-Whole Amount, other premium or any special payment and (3) the name and address of the bank from which such electronic funds transfer was sent.

Notices and Communications

All notices and communications, including notices with respect to payments and prepayments, shall be delivered or mailed to:

A-5

Teachers Insurance and Annuity Association of America

c/o Nuveen Alternatives Advisors LLC

8500 Andrew Carnegie Blvd

Charlotte, NC 28262

Attention: Global Private Markets

Telephone:(704) 988-4349 (Name: Ho Young-Lee)

(212) 916-4000 (General Number)

Facsimile:(704) 988-4916

Email: hoyoung.lee@nuveen.com

Physical Delivery of Notes:

JPMorgan Chase Bank, N.A.

4 Chase Metrotech Center

3rd Floor

Brooklyn, New York 11245-0001

Attention: Physical Receive Department

For TIAA A/C #G07040

With a copy to (include note, transmittal letter & tracking information):

Email: trevor.sanford @nuveen.com

Email: bridget.taylor@nuveen.com

Taxpayer Identification Number: 13-1624203

A-6

Name and Address of Purchaser	Principal Amount of Notes to be Purchased
Pacific Life Insurance Company	$5,000,000 $5,000,000 $5,000,000

Notes to be registered in the name of: Mac & Co., as nominee for Pacific Life Insurance Company

[see attached]

A-7

A-8

Name and Address of Purchaser	Principal Amount of Notes to be Purchased
Genworth Life Insurance Company	$5,000,000 $5,000,000

[see attached]

A-9

A-10

Name and Address of Purchaser	Principal Amount of Notes to be Purchased
Genworth Life and Annuity Insurance Company	$5,000,000

[see attached]

A-11

A-12

Name and Address of Purchaser	Principal Amount of Notes to be Purchased
AB US Diversified Credit BM Fund	$10,000,000

Account (s):AB US DIVERSIFIED CREDIT BM FUND

IRS Employer Identification Number:NONE

Private Placement notes issued in the name of AB US Diversified Credit BM Fund:

Bond Delivery instructions:

AllianceBernstein LP

1345 Avenue of the Americas

37th Floor

New York, New York 10105

Attention:Angel Salazar

Telephone Number: 212-969-2491

Email: angel.salazar@alliancebernstein.com

Manner of Payments:

All payments shall be made by wire transfer of immediately available funds to:

JP Morgan Chase, NY (CHASUS33)

Account Name: Brown Brothers Harriman NY (BBHCUS33)

ABA No.: 021-000021

Account Number: 9201033231

For Further Credit: MUGCLULL In fav of a/c 5410238

COPC27 AB USD DIVERS CR BM FD

Each such wire shall show the name of the Company, the Private Placement Number, the due date of the payment being made and, if such payment is a final payment.

Notices of Payments and Written Confirmations

All notices of payments and written confirmations of wire transfers should be sent to:

AllianceBernstein LP

1345 Avenue of the Americas

37th Floor

New York, New York 10105

Attention: Angel Salazar / Mei Wong

Telephone #: 212-823-2873 / 212-969-2112

Email:angel.salazar@alliancebernstein.com

mei.wong@alliancebernstein.com

A-13

Address for all other communications:

AllianceBernstein LP

1345 Avenue of the Americas

38th Floor

New York, NY 10105

Attention: Kimberly Chan

Telephone: 212-969-6354

Email: kimberly.chan@alliancebernstein.com

Group Email: ABPPCompliance@alliancebernstein.com

Second Notices of Payments and Written Confirmations:

All notices of payments and written confirmations of wire transfers should be sent to:

AB US Diversified Credit BM Fund

c/o MUFG Investor Services

227 Elgin Avenue

P.O. Box 609, Grand Cayman, KY1-1107

Cayman Islands

Attention: Sophia Graham / Admin Group

Telephone: 345-745-7651

Email: sgraham@mfsadmin.com

Admin Group Email: Mutualfunds@mfsadmin.com

A-14

Name and Address of Purchaser

Principal Amount of Notes to be Purchased

The Guardian Life Insurance Company of America (PRIF-W)

$8,000,000

Notes to be registered in the name of:

The Guardian Life Insurance Company of America

TAX ID NO. 13-5123390

And deliver to:

JP Morgan Chase Bank, N.A.

4 Chase Metrotech Center – 3rd Floor

Brooklyn, NY 11245-0001

Reference A/C #G05978, Guardian Life (PRIF-W)

Payment by wire to:

JP Morgan Chase

FED ABA #021000021

Chase/NYC/CTR/BNF

A/C 900-9-000200

Reference A/C #G05978, Guardian Life, PRIF-W, CUSIP # ________, Agree Realty Limited

Address for all communications and notices:

The Guardian Life Insurance Company of America

7 Hanover Square

New York, NY 10004-2616

Attn: Brian Keating

Investment Department 9-A

FAX # (212) 919-2658

Email address: brian_keating@glic.com

A-15

Name and Address of Purchaser

Principal Amount of Notes to be Purchased

Berkshire Life Insurance Company of America

$1,000,000

Notes to be registered in the name of:

Berkshire Life Insurance Company of America

TAX ID NO. 75-1277524

And deliver to:

JP Morgan Chase Bank, N.A.

4 Chase Metrotech Center – 3rd Floor

Brooklyn, NY 11245-0001

Reference A/C #G07064, Berkshire Life Insurance

Payment by wire to:

JP Morgan Chase

FED ABA #021000021

Chase/NYC/CTR/BNF

A/C 900-9-000200

Reference A/C #G07064, Berkshire Life Insurance, CUSIP # ________, Agree Realty Limited

Address for all communications and notices:

Berkshire Life Insurance Company of America

c/o The Guardian Life Insurance Company of America

7 Hanover Square

New York, NY 10004-2616

Attn: Brian Keating

Investment Department 9-A

FAX # (212) 919-2658

Email address: brian_keating@glic.com

A-16

Name and Address of Purchaser	Principal Amount of Notes to be Purchased
The Guardian Insurance & Annuity Company, Inc.	$1,000,000

Notes to be registered in the name of:

The Guardian Insurance & Annuity Company, Inc.

TAX ID NO. 13-2656036

And deliver to:

JP Morgan Chase Bank, N.A.

4 Chase Metrotech Center – 3rd Floor

Brooklyn, NY 11245-0001

Reference A/C # G01713, GIAC Fixed Payout

Payment by wire to:

JP Morgan Chase

FED ABA #021000021

Chase/NYC/CTR/BNF

A/C 900-9-000200

Reference A/C # G01713, GIAC Fixed Payout, CUSIP # ________, Agree Realty Limited

Address for all communications and notices:

The Guardian Insurance & Annuity Company, Inc.

c/o The Guardian Life Insurance Company of America

7 Hanover Square

New York, NY 10004-2616

Attn: Brian Keating

Investment Department 9-A

FAX # (212) 919-2658

Email address: brian_keating@glic.com

A-17

Name and Address of Purchaser	Principal Amount of Notes to be Purchased
Farm Bureau Life Insurance Company	$3,000,000

[see attached]

A-18

A-19

Name and Address of Purchaser	Principal Amount of Notes to be Purchased
Farm Bureau Property & Casualty Insurance Company	$2,000,000

[see attached]

A-20

A-21

Name and Address of Purchaser	Series of Notes	Principal Amount of Notes to be Purchased
Southern Farm Bureau Life Insurance Company		$2,000,000


Purchaser:	Southern Farm Bureau Life Insurance Company
Tax ID No.:	64-0283583
Nominee:	Ell & Co c/o Northern Trust Company PO Box 92395 Chicago, IL 60675 Tax ID#: 36-6412623
Name in which Note is to be drafted:	Ell & Co, F/B/O Southern Farm Bureau Life Insurance Company
Payment Information:	All payments should be made by wire transfer of immediately available funds to: The Northern Trust Company Chicago, IL 60607 ABA No.: 071 000 152 SWIFT/BIC: CNORUS44 Acct. Name: Trust Services Acct. No.: 518 604 1000 Reference: Attn: Income Collection, Acct# 44-72417; SFBLIC – FIXED INCOME; Agree Limited Partnership; PPN ________; Note Number _____, with sufficient information to identify the source and application of such funds, including the interest amount, principal amount, premium amount, etc.
Address for notices related to scheduled payments:	The Northern Trust Company Attn: Income Collections/Oscell Owens 801 S Canal St Chicago, IL 60607 OOS@ntrs.com; ICPHYS@ntrs.com With a copy to: LParker@sfbli.com
Address for audit confirmation requests:	By electronic delivery to: OOS@ntrs.com; ICPHYS@ntrs.com

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Address for all other communications, including waivers, amendments, consents and financial information:

By electronic delivery to:

Attn: Securities Management

PrivatePlacements@sfbli.com

Address for physical delivery of Notes:

The Northern Trust Company

Attn: Trade Securities Processing

801 S Canal St C2-N

Chicago, IL 60607

With an electronic copy of the transmittal to:

PrivatePlacements@sfbli.com

Contact Persons:

David Divine

Senior Portfolio Manager

(601) 981-5332 x1010

Zach Farmer

Portfolio Manager

(601) 981-5332 x1486

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Defined Terms

As used herein, the following terms have the respective meanings set forth below or set forth in the Section hereof following such term:

“2015 Note Purchase Agreement” means that certain Note Purchase Agreement dated as of May 28, 2015 between the Parent Guarantor, the Company and the Purchasers listed on Schedule A thereto.

“2016 Note Purchase Agreement” means that certain Note Purchase Agreement dated as of July 28, 2016 between the Parent Guarantor, the Company and the Purchasers listed on Schedule A thereto.

“2017 AIG Master Note Facility” means that certain Uncommitted Master Note Facility dated as of August 3, 2017 between the Parent Guarantor, the Company, AIG Asset Management (U.S.), LLC and the Purchasers referred to therein.

“2017 Note Purchase Agreement” means that certain Note Purchase Agreement dated as of August 3, 2017 between the Parent Guarantor, the Company and the Purchasers listed on Schedule A thereto.

“2017 TIAA Master Note Facility” means that certain Uncommitted Master Note Facility dated as of August 3, 2017 between the Parent Guarantor, the Company and Teachers Insurance and Annuity Association of America.

“Acquired Indebtedness” means Indebtedness of a Person (i) existing at the time such Person becomes a Subsidiary or (ii) assumed in connection with the acquisition of assets from such Person, in each case, other than Indebtedness incurred in connection with, or in contemplation of, such Person becoming a Subsidiary or such acquisition. Acquired Indebtedness shall be deemed to be incurred on the date of the related acquisition of assets from any Person or the date the acquired Person becomes a Subsidiary.

“Acquiring Person” is defined in Section 10.9(b).

“Affiliate” means, at any time, and with respect to any Person, any other Person that at such time directly or indirectly through one or more intermediaries Controls, or is Controlled by, or is under common Control with, such first Person, and with respect to the Parent Guarantor, shall include any Person beneficially owning or holding, directly or indirectly, 20% or more of any class of voting or equity interests of the Parent Guarantor or any Subsidiary or any Person of which the Parent Guarantor and its Subsidiaries beneficially own or hold, in the aggregate, directly or indirectly, 20% or more of any class of voting or equity interests. Unless the context otherwise clearly requires, any reference to an “Affiliate” is a reference to an Affiliate of the Parent Guarantor.

Exhibit 1

(to Note Purchase Agreement)

“Agreement” means this Note Purchase Agreement, including all Schedules and Exhibits attached to this Agreement, as it may be amended, restated, supplemented, or otherwise modified from time to time.

“Annual Capital Expenditure Adjustment” means for all properties, an amount equal to (i) $0.10 multiplied by (ii) the aggregate net rentable area (determined on a square feet basis) of all properties multiplied by (iii) the number of days in such period divided by (iv) 365.

“Annual Debt Service Charge” for any period means the maximum amount which is payable during such period for interest on, and original issue discount of, Indebtedness of the Obligors and their Subsidiaries and the amount of dividends which are payable during such period in respect of any Disqualified Stock.

“Anti‑Corruption Laws” means any law or regulation in a U.S. or any non‑U.S. jurisdiction regarding bribery or any other corrupt activity, including the U.S. Foreign Corrupt Practices Act and the U.K. Bribery Act 2010.

“Anti‑Money Laundering Laws” means any law or regulation in a U.S. or any non‑U.S. jurisdiction regarding money laundering, drug trafficking, terrorist‑related activities or other money laundering predicate crimes, including the Currency and Foreign Transactions Reporting Act of 1970 (otherwise known as the Bank Secrecy Act) and the USA PATRIOT Act.

“Blocked Person” means (a) a Person whose name appears on the list of Specially Designated Nationals and Blocked Persons published by OFAC, (b) a Person, entity, organization, country or regime that is blocked or a target of sanctions that have been imposed under U.S. Economic Sanctions Laws or (c) a Person that is an agent, department or instrumentality of, or is otherwise beneficially owned by, controlled by or acting on behalf of, directly or indirectly, any Person, entity, organization, country or regime described in clause (a) or (b).

“Board of Directors” means the board of directors of the Parent Guarantor or any committee of that board duly authorized to act generally or in any particular respect for the Obligors hereunder.

“Business Day” means any day other than a Saturday, a Sunday or a day on which commercial banks in New York City are required or authorized to be closed.

“Capital Stock” means, with respect to any Person, any capital stock (including preferred stock), shares, interests, participations or other ownership interests (however designated) of such Person and any rights (other than debt securities convertible into or exchangeable for corporate stock), warrants or options to purchase any thereof.

“Change in Control” is defined in Section 8.3(f).

“Closing” is defined in Section 3.

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“Code” means the Internal Revenue Code of 1986, as amended from time to time, and the rules and regulations promulgated thereunder from time to time.

“Company” means Agree Limited Partnership, a limited partnership or any successor that becomes such in the manner prescribed in Section 10.9.

“Confidential Information” is defined in Section 20.

“Consolidated Income Available for Debt Service” for any period means Earnings from Operations of the Obligors and their Subsidiaries plus amounts which have been deducted, and minus amounts which have been added, for the following (without duplication): (i) interest on Indebtedness of the Obligors and their Subsidiaries, (ii) provision for taxes of the Obligors and their Subsidiaries based on income, (iii) amortization of debt discount and other deferred financing costs, (iv) provisions for gains and losses on properties and property depreciation and amortization, (v) the effect of any noncash charge resulting from a change in accounting principles in determining Earnings from Operations for such period, (vi) amortization of deferred charges and (vii) all other non‑cash charges determined on a consolidated basis in accordance with GAAP.

“Consolidated Net Worth” means as of any date of determination, an amount equal to the Total Assets at such date, minus Total Liabilities of the Parent Guarantor and its Subsidiaries outstanding on such date.

“Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise; and the terms “Controlled” and “Controlling” shall have meanings correlative to the foregoing.

“Controlled Entity” means (i) any of the Subsidiaries of the Company and any of their or the Company’s respective Controlled Affiliates and (ii) if the Company has a parent company, such parent company and its Controlled Affiliates.

“Debtor Relief Laws” means the Bankruptcy Code of the United States, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally.

“Default” means an event or condition the occurrence or existence of which would, with the lapse of time or the giving of notice or both, become an Event of Default.

“Default Rate” means that rate of interest per annum that is the greater of (i) 2.00% above the rate of interest then in effect on the Notes or (ii) 2.00% over the rate of interest publicly announced by JPMorgan Chase Bank, N.A. in New York, New York as its “base” or “prime” rate.

“Disclosure Documents” is defined in Section 5.3.

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“Disqualified Stock” means, with respect to any Person, any Capital Stock of such Person which by the terms of such Capital Stock (or by the terms of any security into which it is convertible or for which it is exchangeable or exercisable), upon the happening of any event or otherwise (i) matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise (other than Capital Stock which is redeemable solely in exchange for common stock), (ii) is convertible into or exchangeable or exercisable for Indebtedness or Disqualified Stock or (iii) is redeemable at the option of the holder thereof, in whole or in part (other than Capital Stock which is redeemable solely in exchange for Capital Stock which is not Disqualified Stock), in each case on or prior to the maturity of the Notes.

“Earnings from Operations” for any period means net earnings excluding gains and losses on sales of investments, extraordinary items, and property valuation losses, as reflected in the financial statements of the Parent Guarantor and its Subsidiaries for such period determined on a consolidated basis in accordance with GAAP.

“EDGAR” means the SEC’s Electronic Data Gathering, Analysis and Retrieval System or any successor SEC electronic filing system for such purposes.

“Environmental Laws” means any and all Federal, state, local, and foreign statutes, laws, regulations, ordinances, rules, judgments, orders, decrees, permits, concessions, grants, franchises, licenses, agreements or governmental restrictions relating to pollution and the protection of the environment or the release of any materials into the environment, including but not limited to those related to Hazardous Materials.

“Equity Interests” means in the case of a corporation, shares of Capital Stock of any class or series, including warrants, rights, participating interests or options to purchase or otherwise acquire any class or series of capital stock or Securities exchangeable for or convertible into any class or series of Capital Stock, and in the case of any other Person or entity shall mean any class or series of partnership interests, units, membership interests or like interests constituting equity, and in the case of each of the foregoing, any part or portion thereof or participation in any of the foregoing.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time, and the rules and regulations promulgated thereunder from time to time in effect.

“ERISA Affiliate” means any trade or business (whether or not incorporated) that is treated as a single employer together with the Company under section 414 of the Code.

“Event of Default” is defined in Section 11.

“Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time, and the rules and regulations promulgated thereunder from time to time in effect.

“FATCA” means (a) sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), together with any current or future regulations or official

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interpretations thereof, (b) any treaty, law or regulation of any other jurisdiction, or relating to an intergovernmental agreement between the United States of America and any other jurisdiction, which (in either case) facilitates the implementation of the foregoing clause (a), and (c) any agreements entered into pursuant to section 1471(b)(1) of the Code.

“Form 10‑K” is defined in Section 7.1(b).

“Form 10‑Q” is defined in Section 7.1(a).

“Funds From Operations” means, with respect to the Parent Guarantor and its consolidated Subsidiaries, with respect to the immediately prior four quarter period, net income (or loss), plus depreciation, amortization and impairment charges on depreciable real estate assets and after adjustments for unconsolidated partnerships and joint ventures as hereafter provided. Notwithstanding contrary treatment under GAAP, for purposes hereof, (a) “Funds From Operations” shall include, and be adjusted to take into account, the Company’s interests in unconsolidated partnerships and joint ventures, on the same basis as consolidated partnerships and subsidiaries, as provided in the “white paper” issued in April 2002 by the National Association of Real Estate Investment Trusts, and (b) net income (or loss) shall not include gains (or, if applicable, losses) resulting from or in connection with (i) restructuring of indebtedness, (ii) sales of property, (iii) sales or redemptions of preferred stock, (iv) non-cash charges, or (v) non-recurring charges.

“GAAP” and “generally accepted accounting principles” mean generally accepted accounting principles, as in effect from time to time, as used in the United States of America applied on a consistent basis.

“Governmental Authority” means

(a)the government of

(i)the United States of America or any State or other political subdivision thereof, or

(ii)any other jurisdiction in which the Parent Guarantor or any Subsidiary conducts all or any part of its business, or which asserts jurisdiction over any properties of the Parent Guarantor or any Subsidiary, or

(b)any entity exercising executive, legislative, judicial, regulatory or administrative functions of, or pertaining to, any such government.

“Governmental Official” means any governmental official or employee, employee of any government‑owned or government‑controlled entity, political party, any official of a political party, candidate for political office, official of any public international organization or anyone else acting in an official capacity.

“Guarantors” means, collectively, (a) the Parent Guarantor and (b) each of the Subsidiary Guarantors.

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“Guaranty” is defined in Section 2.2.

“Hazardous Material” means any and all pollutants, toxic or hazardous wastes or any other substances, including all substances listed in or regulated in any Environmental Law that might pose a hazard to health and safety, the removal of which may be required or the generation, manufacture, refining, production, processing, treatment, storage, handling, transportation, transfer, use, disposal, release, discharge, spillage, seepage, or filtration of which is or shall be restricted, regulated, prohibited or penalized by any applicable law including, but not limited to, asbestos, urea formaldehyde foam insulation, polychlorinated biphenyls, petroleum, petroleum products, lead based paint, radon gas or similar restricted, prohibited or penalized substances.

“holder” means, with respect to any Note, the Person in whose name such Note is registered in the register maintained by the Company pursuant to Section 13.1, provided, however, that if such Person is a nominee, then for the purposes of Sections 7, 12, 17.2 and 18 and any related definitions in this Schedule B, “holder” shall mean the beneficial owner of such Note whose name and address appears in such register.

“Indebtedness” of the Obligors or any Subsidiary means, without duplication, any indebtedness of the Obligors or any Subsidiary, whether or not contingent, in respect of (i) borrowed money or evidenced by bonds, notes, debentures or similar instruments, (ii) indebtedness for borrowed money secured by any Lien existing on property owned by an Obligor or any Subsidiary, (iii) the reimbursement obligations, contingent or otherwise, in connection with any letters of credit actually issued (other than letters of credit issued to provide credit enhancement or support with respect to other indebtedness of the Obligors or any Subsidiary otherwise reflected as Indebtedness hereunder) or amounts representing the balance deferred and unpaid of the purchase price of any property or services, except any such balance that constitutes an accrued expense or trade payable, or all conditional sale obligations or obligations under any title retention agreement, (iv) the principal amount of all obligations of the Obligors or any Subsidiary with respect to redemption, repayment or other repurchase of any Disqualified Stock, (v) any lease of property by the Obligors or any Subsidiary as lessee which is reflected on the Parent Guarantor’s consolidated balance sheet as a capitalized lease in accordance with GAAP, or (vi) interest rate swaps, caps or similar agreements and foreign exchange contracts, currency swaps or similar agreements, to the extent, in the case of items of indebtedness under (i) through (iii) above, that any such items (other than letters of credit) would appear as a liability on the Parent Guarantor’s consolidated balance sheet in accordance with GAAP, and also includes, to the extent not otherwise included, any obligation by the Obligors or any Subsidiary to be liable for, or to pay, as obligor, guarantor or otherwise (other than for purposes of collection in the ordinary course of business), Indebtedness of another Person (other than the Obligors or any Subsidiary) (it being understood that Indebtedness shall be deemed to be incurred by the Obligors or any Subsidiary whenever the Obligors or such Subsidiary shall create, assume, guarantee or otherwise become liable in respect thereof).

“INHAM Exemption” is defined in Section 6.2(e).

“Institutional Investor” means (a) any purchaser of a Note, (b) any holder of a Note holding (together with one or more of its affiliates) more than 5% of the aggregate principal amount

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of the Notes then outstanding, (c) any bank, trust company, savings and loan association or other financial institution, any pension plan, any investment company, any insurance company, any broker or dealer, or any other similar financial institution or entity, regardless of legal form, and (d) any Related Fund of any holder of any Note.

“Lien” means any mortgage, deed of trust, lien, charge, pledge, security interest, security agreement or other encumbrance of any kind other than restrictions on transfer of Securities arising under the Securities Act or state “blue sky” laws.

“Limited Partnership Agreement” means that certain First Amended and Restated Agreement of Limited Partnership of Agree Limited Partnership, dated April 22, 1994; Amendment to the First Amended and Restated Agreement of Limited Partnership of Agree Limited Partnership, dated July 8, 1994; and Second Amendment to the First Amended and Restated Agreement of Limited Partnership of Agree Limited Partnership, dated March 20, 2013.

“Make‑Whole Amount” is defined in Section 8.7.

“Material” means material in relation to the business, operations, financial condition, assets or properties of the Parent Guarantor, the Company and their respective Subsidiaries taken as a whole.

“Material Adverse Effect” means a material adverse effect on (a) the business, operations, financial condition, assets, or properties of the Parent Guarantor, the Company and their respective Subsidiaries taken as a whole, (b) the ability of the Company to perform its obligations under this Agreement and the Notes, (c) the ability of the Parent Guarantor to perform its obligations under this Agreement and the Guaranty, or (d) the validity or enforceability of this Agreement, the Notes or the Guaranty.

“Maturity Date” is defined in the first paragraph of each Note.

“Multiemployer Plan” means any Plan that is a “multiemployer plan” (as such term is defined in section 4001(a)(3) of ERISA).

“NAIC” means the National Association of Insurance Commissioners or any successor thereto.

“NAIC Annual Statement” is defined in Section 6.2(a).

“Net Operating Income” means for any real property and for any period, an amount equal to the following (without duplication): (a) the aggregate gross revenues from the operations of such real property during such period (exclusive of any rental or other income from (i) any lease in respect of such real property to tenants in any proceedings under any Debtor Relief Laws during the subject period that was not paid on the date rent was due to be paid by such tenant taking into account any applicable grace or cure period provided for by the terms of such lease, (ii) any lease in respect of such real property to tenants in any proceedings under any Debtor Relief Laws that did not physically occupy such real property during the entirety of such period, and (iii) any leases

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in respect of such real property to tenants, which leases have been rejected in any proceeding under Debtor Relief Laws during the subject period), plus (b) the aggregate gross revenues from any ground leases, minus (c) all expenses and other proper charges incurred in connection with the operation of such real property during such period (including accruals for real estate taxes and insurance and an amount equal to the greater of (x) 3% of rents and (y) actual management fees paid in cash, but excluding capital expenditures, debt service charges, income taxes, depreciation, amortization and other non-cash expenses), which expenses and accruals shall be calculated in accordance with GAAP minus (d) the Annual Capital Expenditure Adjustment.

“Non‑U.S. Plan” means any plan, fund or other similar program that (a) is established or maintained outside the United States of America by an Obligor or any Subsidiary primarily for the benefit of employees of an Obligor or one or more Subsidiaries residing outside the United States of America, which plan, fund or other similar program provides, or results in, retirement income, a deferral of income in contemplation of retirement or payments to be made upon termination of employment, and (b) is not subject to ERISA or the Code.

“Notes” is defined in Section 1.

“Obligors” means, collectively, the Company and each Guarantor.

“OFAC” means the Office of Foreign Assets Control of the United States Department of the Treasury.

“OFAC Sanctions Program” means any economic or trade sanction that OFAC is responsible for administering and enforcing. A list of OFAC Sanctions Programs may be found at http://www.treasury.gov/resource‑center/sanctions/Programs/Pages/Programs.aspx.

“Officer’s Certificate” means a certificate of a Senior Financial Officer or of any other officer of the Parent Guarantor, the Company, or a Subsidiary Guarantor, as the case may be, whose responsibilities extend to the subject matter of such certificate.

“Parent Guarantor” is defined in the introduction to this Agreement.

“PBGC” means the Pension Benefit Guaranty Corporation referred to and defined in ERISA or any successor thereto.

“Person” means an individual, partnership, corporation, limited liability company, association, trust, unincorporated organization, business entity or Governmental Authority.

“Plan” means an “employee benefit plan” (as defined in section 3(3) of ERISA) subject to Title I of ERISA that is or, within the preceding five years, has been established or maintained, or to which contributions are or, within the preceding five years, have been made or required to be made, by the Company or any ERISA Affiliate or with respect to which the Company or any ERISA Affiliate may have any liability other than a Multiemployer Plan.

“Previously Unsecured Debt” is defined in Section 9.6(b).

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“Principal Debt Facility” means (i) that certain Amended and Restated Revolving Credit and Term Loan Agreement dated as of December 15, 2016, as supplemented by the Increase Agreement dated as of July 18, 2018 and as amended by the Letter Agreement dated September 12, 2018, the First Amendment to Amended and Restated Revolving Credit and Term Loan Agreement dated December 17, 2018 and the Second Amendment to Amended and Restated Revolving Credit and Term Loan Agreement dated May 6, 2019, among the Company, as Borrower, Parent Guarantor, PNC Bank, National Association, as Administrative Agent and the other lenders party thereto (as the same may be amended, modified, restated, amended and restated, or refinanced from time to time), (ii) the 2015 Note Purchase Agreement (as the same may be amended, modified, restated, amended and restated, or refinanced from time to time), (iii) the 2016 Note Purchase Agreement (as the same may be amended, modified, restated, amended and restated, or refinanced from time to time), (iv) the 2017 Note Purchase Agreement (as the same may be amended, modified, restated, amended and restated, or refinanced from time to time), (v) the 2017 AIG Master Note Facility (as the same may be amended, modified, restated, amended and restated, or refinanced from time to time), (vi) the 2017 TIAA Master Note Facility (as the same may be amended, modified, restated, amended and restated, or refinanced from time to time), and (vii) any unsecured bank line of credit or other unsecured bilateral facility or debt private placement under which the Parent Guarantor, the Company or any Subsidiary is an obligor in a principal amount outstanding or available for borrowing equal to or greater than $25,000,000.

“property” or “properties” means, unless otherwise specifically limited, real or personal property of any kind, tangible or intangible, choate or inchoate.

“Proposed Prepayment Date” is defined in Section 8.3(b).

“PTE” is defined in Section 6.2(a).

“Purchaser” is defined in the introduction to this Agreement.

“QPAM Exemption” is defined in Section 6.2(d).

“Qualified Institutional Buyer” means any Person who is a “qualified institutional buyer” within the meaning of such term as set forth in Rule 144A(a)(1) under the Securities Act.

“Related Fund” means, with respect to any holder of any Note, any fund or entity that (a) invests in Securities or bank loans, and (b) is advised or managed by such holder, the same investment advisor as such holder or by an affiliate of such holder or such investment advisor.

“Required Holders” means, at any time, (i) prior to the Closing, the Purchasers and (ii) the holders of at least 51% in principal amount of all Notes at the time outstanding (exclusive of Notes then owned by the Parent Guarantor or any of its Affiliates).

“Responsible Officer” means any Senior Financial Officer and, in the case of any particular matter in respect of which this Agreement requires or provides for action by a Responsible Officer, any other officer of the Parent Guarantor, the Subsidiary Guarantors or the Company with responsibility for the administration of such matter.

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“SEC” means the Securities and Exchange Commission of the United States, or any successor thereto.

“Securities” or “Security” shall have the same meaning as in Section 2(a)(1) of the Securities Act.

“Securities Act” means the Securities Act of 1933, as amended from time to time, and the rules and regulations promulgated thereunder from time to time in effect.

“Senior Financial Officer” means the chief financial officer, principal accounting officer, treasurer or comptroller of the Company or the Parent Guarantor.

“Senior Indebtedness” means all Indebtedness of the Company or Guarantor, as applicable, which is not expressed to be subordinate or junior in rank to any other Indebtedness of the Company or Guarantor, as applicable.

“Source” is defined in Section 6.2.

“State Sanctions List” means a list that is adopted by any state Governmental Authority within the United States of America pertaining to Persons that engage in investment or other commercial activities in Iran or any other country that is a target of economic sanctions imposed under U.S. Economic Sanctions Laws.

“Subsidiary” means, as to any Person, any other Person in which such first Person or one or more of its Subsidiaries or such first Person and one or more of its Subsidiaries owns sufficient equity or voting interests to enable it or them (as a group) ordinarily, in the absence of contingencies, to elect a majority of the directors (or Persons performing similar functions) of such second Person, and any partnership or joint venture if more than a 50% interest in the profits or capital thereof is owned by such Person or one or more of its Subsidiaries or such first Person and one or more of its Subsidiaries (unless such partnership or joint venture can and does ordinarily take major business actions without the prior approval of such Person or one or more of its Subsidiaries). Unless the context otherwise clearly requires, any reference to a “Subsidiary” is a reference to a Subsidiary of the Parent Guarantor.

“Subsidiary Guarantor” means each Subsidiary that has executed and delivered the Guaranty or has executed and delivered a joinder to the Guaranty.

“Surviving Person” is defined in Section 10.9(a).

“SVO” means the Securities Valuation Office of the NAIC or any successor to such office.

“Total Assets” means the sum of (without duplication) (i) Undepreciated Real Estate Assets and (ii) all other assets (excluding accounts receivable and intangibles) of the Obligors and their Subsidiaries, all determined on a consolidated basis in accordance with GAAP.

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“Total Liabilities” means, without duplication, total liabilities of the Parent Guarantor and its consolidated Subsidiaries reported in accordance with GAAP.

“Total Unencumbered Assets” means the sum of (without duplication) (i) those Undepreciated Real Estate Assets which are not subject to a Lien securing Indebtedness and (ii) all other assets (excluding accounts receivable, intangibles and unconsolidated equity interests in funds and joint ventures) of the Obligors not subject to a Lien securing Indebtedness, all determined on a consolidated basis in accordance with GAAP; provided that the aggregate amount of “notes receivable” of the Obligors (determined on a consolidated basis in accordance with GAAP) included in any determination of Total Unencumbered Assets shall not exceed 5% of the sum of (without duplication) (x) those Undepreciated Real Estate Assets which are not subject to a Lien securing Indebtedness and (y) all other assets (excluding notes receivable, accounts receivable, intangibles and unconsolidated equity interests in funds and joint ventures) of the Obligors not subject to a Lien securing Indebtedness, all determined on a consolidated basis in accordance with GAAP; provided further, in order for any Undepreciated Real Estate Asset or any other asset to be included as a “Total Unencumbered Asset” hereunder, such asset must be entirely owned directly by an Obligor.

“Undepreciated Real Estate Assets” means, as of any date, the cost (original cost plus capital improvements) of real estate assets of the Obligors and their Subsidiaries on such date, before depreciation and amortization, all determined on a consolidated basis in accordance with GAAP.

“United States Person” has the meaning set forth in section 7701(a)(30) of the Code.

“Unsecured Indebtedness” means Indebtedness of the Obligors or any of their Subsidiaries which is not secured by a Lien on any property or assets of the Obligors or any of their Subsidiaries.

“USA PATRIOT Act” means United States Public Law 107‑56, Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA Patriot Act) Act of 2001, as amended from time to time, and the rules and regulations promulgated thereunder from time to time in effect.

“U.S. Economic Sanctions Laws” means those laws, executive orders, enabling legislation or regulations administered and enforced by the United States pursuant to which economic sanctions have been imposed on any Person, entity, organization, country or regime, including the Trading with the Enemy Act, the International Emergency Economic Powers Act, the Iran Sanctions Act, the Sudan Accountability and Divestment Act and any other OFAC Sanctions Program.

“Wholly‑owned Subsidiary” means, at any time, any Subsidiary one hundred percent (100%) of all of the equity interests (except directors’ qualifying shares) and voting interests of which are owned by any one or more of the Parent Guarantor, the Company and the Company’s or the Parent Guarantor’s other Wholly‑owned Subsidiaries at such time.

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Disclosure Materials

Agree Realty Corporation Offering Letter dated April 15, 2019

Agree Realty Corporation Private Placement Investor Presentation dated April 2019

Schedule 5.3

(to Note Purchase Agreement)

Organization and Ownership of Shares of Subsidiaries; Affiliates
(As of April 15, 2019)

Subsidiary	Jurisdiction of Organization	Percentage of Equity Interests Owned by Parent Guarantor, Company and other Subsidiaries (in the aggregate)
2355 Jackson Avenue, LLC	Michigan	100%
Agree 1031, LLC	Delaware	100%
Agree 103-Middleburg Jacksonville, LLC	Delaware	100%
Agree 117 Mission, LLC	Michigan	100%
Agree 17-92, LLC	Florida	100%
Agree 2016, LLC	Delaware	100%
Agree 6 LA & MS, LLC	Delaware	100%
Agree Alcoa TN LLC	Tennessee	100%
Agree Allentown PA LLC	Pennsylvania	100%
Agree Altoona, PA, LLC	Delaware	100%
Agree Americus GA, LLC	Delaware	100%
Agree Anderson SC LLC	Delaware	100%
Agree Ann Arbor MI, LLC	Delaware	100%
Agree Ann Arbor State Street, LLC	Michigan	100%
Agree Antioch, LLC	Illinois	100%
Agree Apopka FL, LLC	Delaware	100%
Agree Apopka FL TP, LLC	Delaware	100%
Agree Appleton WI, LLC	Delaware	100%
Agree Archer Chicago IL, LLC	Delaware	100%
Agree Arlington TX LLC	Texas	100%
Agree Atchison, LLC	Kansas	100%
Agree Atlantic Beach, LLC	Delaware	100%

Exhibit 1

(to Note Purchase Agreement)

Subsidiary	Jurisdiction of Organization	Percentage of Equity Interests Owned by Parent Guarantor, Company and other Subsidiaries (in the aggregate)
Agree Baltimore MD, LLC	Delaware	100%
Agree Baton Rouge LA LLC	Louisiana	100%
Agree Beecher, LLC	Michigan	100%
Agree Belton MO LLC	Delaware	100%
Agree Belvidere IL, LLC	Illinois	100%
Agree Berwyn IL LLC	Illinois	100%
Agree Bloomington MN, LLC	Delaware	100%
Agree Boynton LLC	Florida	100%
Agree Brenham TX, LLC	Delaware	100%
Agree Brighton, LLC	Delaware	100%
Agree Bristol & Fenton Project, LLC	Michigan	100%
Agree Brooklyn OH LLC	Ohio	100%
Agree BT, LLC	Delaware	100%
Agree Buffalo Center IA, LLC	Delaware	100%
Agree Burlington, LLC	Delaware	100%
Agree Cannon Station LLC	Delaware	100%
Agree Carlinville IL, LLC	Delaware	100%
Agree Cedar Park TX, LLC	Delaware	100%
Agree Center Point Birmingham AL LLC	Alabama	100%
Agree Chandler, LLC	Arizona	100%
Agree Charlotte County, LLC	Delaware	100%
Agree Charlotte Poplar, LLC	North Carolina	100%
Agree Chicago Kedzie, LLC	Illinois	100%
Agree Clifton Heights PA, LLC	Delaware	100%

5.4-2

Subsidiary	Jurisdiction of Organization	Percentage of Equity Interests Owned by Parent Guarantor, Company and other Subsidiaries (in the aggregate)
Agree Cochran GA, LLC	Georgia	100%
Agree Columbia SC, LLC	Delaware	100%
Agree Columbus OH, LLC	Delaware	100%
Agree Concord, LLC	North Carolina	100%
Agree Construction Management LLC	Delaware	100%
Agree Corunna, LLC	Michigan	100%
Agree Crystal River FL, LLC	Delaware	100%
Agree CW, LLC	Delaware	100%
Agree Dallas Forest Drive, LLC	Texas	100%
Agree Daniel Morgan Avenue Spartanburg SC LLC	South Carolina	100%
Agree Davenport IA, LLC	Delaware	100%
Agree Des Moines IA, LLC	Delaware	100%
Agree Development, LLC	Delaware	100%
Agree Donna TX, LLC	Delaware	100%
Agree Doraville GA, LLC	Delaware	100%
Agree DT Jacksonville NC, LLC	Delaware	100%
Agree East Palatka, LLC	Florida	100%
Agree Edmond OK, LLC	Delaware	100%
Agree Egg Harbor NJ, LLC	Delaware	100%
Agree Elkhart LLC	Michigan	100%
Agree Evergreen CO, LLC	Delaware	100%
Agree Facility No. I, L.L.C.	Delaware	100%
Agree Farmington NM, LLC	Delaware	100%
Agree Florissant MO, LLC	Delaware	100%

5.4-3

Subsidiary	Jurisdiction of Organization	Percentage of Equity Interests Owned by Parent Guarantor, Company and other Subsidiaries (in the aggregate)
Agree Forest MS LLC	Mississippi	100%
Agree Forest VA LLC	Virginia	100%
Agree Forked River NJ, LLC	Delaware	100%
Agree Fort Mill SC, LLC	South Carolina	100%
Agree Fort Walton Beach, LLC	Florida	100%
Agree Fort Worth TX, LLC	Delaware	100%
Agree Fuquay - Varina, LLC	North Carolina	100%
Agree Garland TX, LLC	Delaware	100%
Agree Gas City IN, LLC	Delaware	100%
Agree GCG, LLC	Delaware	100%
Agree Grand Chute WI LLC	Delaware	100%
Agree Grand Forks, LLC	North Dakota	100%
Agree Grandview Heights OH, LLC	Delaware	100%
Agree Greenville SC, LLC	South Carolina	100%
Agree Harlingen LLC	Texas	100%
Agree Hazard KY, LLC	Delaware	100%
Agree Holdings I, LLC	Delaware	100%
Agree Holly Springs MS, LLC	Delaware	100%
Agree Hopkinsville KY, LLC	Delaware	100%
Agree IL & VA, LLC	Delaware	100%
Agree Indianapolis Glendale LLC	Delaware	100%
Agree Indianapolis IN II, LLC	Delaware	100%
Agree Indianapolis LLC	Indiana	100%
Agree Jackson MS, LLC	Delaware	100%
Agree Jacksonville NC, LLC	North Carolina	100%

5.4-4

Subsidiary	Jurisdiction of Organization	Percentage of Equity Interests Owned by Parent Guarantor, Company and other Subsidiaries (in the aggregate)
Agree Johnstown, LLC	Ohio	100%
Agree Johnstown PA, LLC	Delaware	100%
Agree Joplin MO LLC	Missouri	100%
Agree Junction City KS LLC	Delaware	100%
Agree K&G Joplin MO, LLC	Delaware	100%
Agree K&G OK, LLC	Delaware	100%
Agree Kentwood LA, LLC	Delaware	100%
Agree Kirkland WA, LLC	Delaware	100%
Agree Lake in the Hills, LLC	Illinois	100%
Agree Lake Zurich IL, LLC	Illinois	100%
Agree Leawood, LLC	Delaware	100%
Agree Lebanon VA, LLC	Virginia	100%
Agree Lejune Springfield IL, LLC	Illinois	100%
Agree Liberty PA, LLC	Delaware	100%
Agree Ligonier PA LLC	Pennsylvania	100%
Agree Littleton CO LLC	Delaware	100%
Agree Lowell AR, LLC	Delaware	100%
Agree Lowell, LLC	Delaware	100%
Agree Lyons GA, LLC.	Georgia	100%
Agree M-59, LLC	Michigan	100%
Agree Madison AL, LLC	Michigan	100%
Agree Madisonville TX LLC	Texas	100%
Agree Magnolia Knoxville TN LLC	Tennessee	100%
Agree Mall of Louisiana, LLC	Louisiana	100%
Agree Manassas VA, LLC	Delaware	100%

5.4-5

Subsidiary	Jurisdiction of Organization	Percentage of Equity Interests Owned by Parent Guarantor, Company and other Subsidiaries (in the aggregate)
Agree Manchester LLC	Connecticut	100%
Agree Mansfield, LLC	Connecticut	100%
Agree Marietta, LLC	Georgia	100%
Agree Marshall MI Outlot, LLC	Delaware	100%
Agree Matthews NC, LLC	Delaware	100%
Agree Maumee OH, LLC	Delaware	100%
Agree McKinney TX LLC	Texas	100%
Agree MCW, LLC	Delaware	100%
Agree Memphis Getwell, LLC	Tennessee	100%
Agree Merritt Island FL, LLC	Delaware	100%
Agree Middletown OH, LLC	Delaware	100%
Agree Millsboro DE, LLC	Delaware	100%
Agree Minneapolis Clinton Ave L.L.C.	Minnesota	100%
Agree Minot ND, LLC	Delaware	100%
Agree Monroe MI, LLC	Delaware	100%
Agree Montgomery AL LLC	Alabama	100%
Agree Montgomeryville PA LLC	Pennsylvania	100%
Agree Morrow GA, LLC	Georgia	100%
Agree Mt. Dora FL, LLC	Delaware	100%
Agree Nampa ID, LLC	Delaware	100%
Agree Nashua NH, LLC	Delaware	100%
Agree Neosho MO, LLC	Delaware	100%
Agree New Lenox 2, LLC	Illinois	100%
Agree New Lenox, LLC	Illinois	100%

5.4-6

Subsidiary	Jurisdiction of Organization	Percentage of Equity Interests Owned by Parent Guarantor, Company and other Subsidiaries (in the aggregate)
Agree Newport News VA, LLC	Delaware	100%
Agree North Branch MN, LLC	Delaware	100%
Agree North Las Vegas, LLC	Nevada	100%
Agree North Miami Beach FL, LLC	Delaware	100%
Agree Novi MI LLC	Michigan	100%
Agree Onaway MI, LLC	Delaware	100%
Agree Orange & McCoy, LLC	Florida	100%
Agree Oxford Commons AL, LLC	Delaware	100%
Agree PA Properties, LLC	Delaware	100%
Agree Palafox Pensacola FL, LLC	Delaware	100%
Agree Paramus NJ, LLC	Delaware	100%
Agree Pensacola LLC	Florida	100%
Agree Pensacola Nine Mile LLC	Florida	100%
Agree Pinellas Park, LLC	Florida	100%
Agree Plainfield LLC	Michigan	100%
Agree Plymouth MI, LLC	Delaware	100%
Agree Poinciana, LLC	Florida	100%
Agree Pooler GA, LLC	Delaware	100%
Agree Port Orange FL, LLC	Delaware	100%
Agree Port St. John, LLC	Delaware	100%
Agree Portland ME, LLC	Delaware	100%
Agree Portland OR, LLC	Delaware	100%
Agree Provo UT, LLC	Delaware	100%
Agree Rancho Cordova I, LLC	California	100%

5.4-7

Subsidiary	Jurisdiction of Organization	Percentage of Equity Interests Owned by Parent Guarantor, Company and other Subsidiaries (in the aggregate)
Agree Rancho Cordova II, LLC	California	100%
Agree Rapid City SD, LLC	South Dakota	100%
Agree Realty Services, LLC	Delaware	100%
Agree Realty South-East, LLC	Michigan	100%
Agree Richmond RI, LLC	Delaware	100%
Agree Richmond VA, LLC	Delaware	100%
Agree Riverside IA, LLC	Delaware	100%
Agree Rochester NY LLC	New York	100%
Agree Rockford IL, LLC	Delaware	100%
Agree Roseville CA, LLC	California	100%
Agree RT Amite LA, LLC	Delaware	100%
Agree RT Arlington TX, LLC	Delaware	100%
Agree RT Gulfport MS, LLC	Delaware	100%
Agree RT Jackson MS, LLC	Delaware	100%
Agree RT Port Richey FL, LLC	Delaware	100%
Agree RT Villa Rica GA, LLC	Delaware	100%
Agree Salem OR LLC	Delaware	100%
Agree Sarasota FL, LLC	Delaware	100%
Agree SB, LLC	Delaware	100%
Agree Secaucus NJ, LLC	Delaware	100%
Agree Shelby, LLC	Michigan	100%
Agree Southfield & Webster, LLC	Delaware	100%
Agree Southfield, LLC	Michigan	100%
Agree Spartanburg SC, LLC	South Carolina	100%
Agree Spring Grove, LLC	Illinois	100%

5.4-8

Subsidiary	Jurisdiction of Organization	Percentage of Equity Interests Owned by Parent Guarantor, Company and other Subsidiaries (in the aggregate)
Agree Springfield IL, LLC	Illinois	100%
Agree Springfield MO, LLC	Delaware	100%
Agree Springfield OH LLC	Delaware	100%
Agree St Petersburg, LLC	Florida	100%
Agree St. Augustine Shores, LLC	Delaware	100%
Agree St. Joseph MO, LLC	Missouri	100%
Agree Statesville NC, LLC	Delaware	100%
Agree Statham GA, LLC	Georgia	100%
Agree Stores, LLC	Delaware	100%
Agree Sun Valley NV LLC	Nevada	100%
Agree Sunnyvale CA, LLC	Delaware	100%
Agree Tallahassee, LLC	Florida	100%
Agree Terre Haute IN LLC	Delaware	100%
Agree TK, LLC	Delaware	100%
Agree Topeka KS LLC	Delaware	100%
Agree Tri-State Lease, LLC	Delaware	100%
Agree Upland CA, LLC	Delaware	100%
Agree Venice, LLC	Florida	100%
Agree Vero Beach FL, LLC	Delaware	100%
Agree W 63rd Chicago IL, LLC	Delaware	100%
Agree Walker, LLC	Michigan	100%
Agree Warrensville Heights OH, LLC	Delaware	100%
Agree Wawa Baltimore, LLC	Maryland	100%
Agree Wheaton IL, LLC	Delaware	100%

5.4-9

Subsidiary	Jurisdiction of Organization	Percentage of Equity Interests Owned by Parent Guarantor, Company and other Subsidiaries (in the aggregate)
Agree Whittier CA, LLC	Delaware	100%
Agree Wichita Falls TX LLC	Texas	100%
Agree Wichita, LLC	Kansas	100%
Agree Wilmington, LLC	North Carolina	100%
Agree Wilmington DE, LLC	Delaware	100%
Agree Woodland Park NJ, LLC	Delaware	100%
Agree Woodstock IL, LLC	Delaware	100%
Indianapolis Store No. 16 L.L.C.	Delaware	100%
Lawrence Store No. 203 L.L.C.	Delaware	100%
Lunacorp, LLC	Delaware	100%
Mt. Pleasant Outlot I, LLC	Michigan	100%
Mt. Pleasant Shopping Center, L.L.C.	Michigan	100%
Pachyderm Chattanooga TN, LLC	Delaware	100%
Pachyderm Marietta GA, LLC	Delaware	100%
Pachyderm Myrtle Beach SC, LLC	Delaware	100%
Pachyderm Philadelphia PA, LLC	Delaware	100%
Pachyderm Properties, LLC	Delaware	100%
Pachyderm Properties II, LLC	Delaware	100%
Pachyderm Riverdale GA, LLC	Delaware	100%
Pachyderm Waite Park MN, LLC	Delaware	100%
Paint PA, LLC	Delaware	100%
Pharm Nashville IN, LLC	Delaware	100%

Note: The above list excludes dormant Subsidiaries that do not own any property.

Affiliates (other than Subsidiaries)

None

5.4-10

Directors and Executive Officers of the Parent Guarantor	Position(s)
Richard Agree	Executive Chairman of the Board of Directors
Joey Agree	President, Chief Executive Officer and Director
Clay Thelen	Chief Financial Officer and Secretary
Laith Hermiz	Chief Operating Officer
Farris Kalil	Independent Director
John Rakolta, Jr.	Independent Director
Jerome R. Rossi	Independent Director
William S. Rubenfaer	Independent Director
Greg Lehmkuhl	Independent Director
Merrie S. Frankel	Independent Director
Craig Erlich	Independent Director

Directors and Executive Officers of the Company

The sole general partner of the Company is the Parent Guarantor. Please see the directors and senior officers of the Parent Guarantor listed above.

(d)Agreements restricting Subsidiaries’ dividend distributions and other distributions of profits: None

5.4-11

Existing Indebtedness and Future Liens

of
the Parent Guarantor, the Company and their respective Subsidiaries
(collectively referred to as the “Company” in this Schedule 5.15)

(a)The following schedule details the line limits, collateralized availability and the outstanding balances of our various borrowings as of March 31, 2019 (in thousands):

	Line		Amount		Amount
Borrowings	Limit		Collateralized		Borrowed
Unsecured Revolving Credit Facility	$	325,000	$		$	71,000
Unsecured Term Loan due 2019		18,353				18,353
Unsecured Term Loan due 2023		40,000				40,000
Unsecured Term Loan due 2024		35,000				35,000
Unsecured Term Loan due 2024		65,000				65,000
Unsecured Term Loan due 2026		100,000				100,000
Senior Notes due 2025		50,000				50,000
Senior Notes due 2027		50,000				50,000
Senior Notes due 2028		60,000				60,000
Senior Notes due 2029		100,000				100,000
Senior Notes due 2030		125,000				125,000
Mortgage Loan due 2019		21,500		21,500		21,500
Mortgage Loan due 2020 (7 properties)		1,491		1,491		1,491
Mortgage Loan due 2020 (1 property)		2,848		2,848		2,848
Mortgage Loan due 2023 (12 properties)		23,640		23,640		23,640
Mortgage Loan due 2023 (1 property)		4,914		4,914		4,914
Mortgage Loan due 2026 (3 properties)		6,454		6,454		6,454
Total Debt	$	1,029,200	$	60,847	$	775,200

(c)Agreements restricting incurrence of additional debt by the Subsidiaries:
None

Schedule 5.15

(to Note Purchase Agreement)

[Form of Note]

Agree Limited Partnership

4.47% Senior Guaranteed Note due October 30, 2031


No. RA‑__	[Date]
$[_________]	PPN 00855@ AG9

For Value Received, the undersigned, Agree Limited Partnership (herein called the “Company”), a limited partnership organized and existing under the laws of Delaware, hereby promises to pay to ________________, or registered assigns, the principal sum of ________________ Dollars (or so much thereof as shall not have been prepaid) on October 30, 2031 (the “Maturity Date”) with interest (computed on the basis of a 360‑day year of twelve 30‑day months) on the unpaid balance hereof at the rate of 4.47% per annum from the date hereof, payable semiannually, on the 30th day of April and the 30th day of October in each year, commencing [October 30, 2019][April 30, 2020], until the principal hereof shall have become due and payable, and (b) to the extent permitted by law, (x) on any overdue payment of interest and (y) during the continuance of an Event of Default, on such unpaid balance and on any overdue payment of any Make‑Whole Amount, at a rate per annum from time to time equal to the Default Rate (as defined in the hereinafter defined Note Purchase Agreement).

Payments of principal of, interest on and any Make‑Whole Amount with respect to this Note are to be made in lawful money of the United States of America at the principal office of JPMorgan Chase Bank, N.A. in New York, New York or at such other place as the Company shall have designated by written notice to the holder of this Note as provided in the Note Purchase Agreement referred to below.

This Note is one of the Senior Guaranteed Notes (herein called the “Notes”) issued pursuant to the Note Purchase Agreement dated as of June 14, 2019 (as from time to time amended, the “Note Purchase Agreement”), between Agree Realty Corporation (the “Parent Guarantor”), the Company and the respective Purchasers named 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 Note Purchase Agreement and (ii) made the representations set forth in Section 6.2 of the Note Purchase Agreement. Unless otherwise indicated, capitalized terms used in this Note shall have the respective meanings ascribed to such terms in the Note Purchase Agreement.

This Note is a registered Note and, as provided in the Note Purchase Agreement, upon surrender of this Note for registration of transfer accompanied by a written instrument of transfer duly executed, by the registered holder hereof or such holder’s attorney duly authorized in writing,

Exhibit 1

(to Note Purchase Agreement)

a new Note for a like principal amount will be issued to, and registered in the name of, the transferee. Prior to due presentment for registration of transfer, the Company may treat the person in whose name this Note is registered as the owner hereof for the purpose of receiving payment and for all other purposes, and the Company will not be affected by any notice to the contrary.

Pursuant to a Guaranty dated as of [_________], the Parent Guarantor, operating as a real estate investment trust and certain subsidiaries, have each absolutely and unconditionally guaranteed payment in full of the principal of, Make‑Whole Amount, if any, and interest on this Note and performance by the Company of all of its obligations contained in the Note Purchase Agreement all on the terms set forth in such Guaranty.

This Note is also subject to optional prepayment, in whole or from time to time in part, at the times and on the terms specified in the Note Purchase Agreement, but not otherwise.

If an Event of Default occurs and is continuing, the principal of this Note may be declared or otherwise become due and payable in the manner, at the price (including any applicable Make‑Whole Amount) and with the effect provided in the Note Purchase Agreement.

This Note shall be construed and enforced in accordance with, and the rights of the Company and the holder of this Note shall be governed by, the law of the State of New York, excluding choice‑of‑law principles of the law of such State that would permit the application of the laws of a jurisdiction other than such State.



	Agree Limited Partnership

	By:	Agree Realty Corporation,
		Its sole general partner
	By

	Name:
	Title:

1-2

Form of Guaranty

[See attached]

Exhibit 2.2

(to Note Purchase Agreement)

Form of Opinion of Counsel
to the Company and the Guarantors

[___________, 2019]

To the Purchasers listed on Schedule A
to Note Purchase Agreement (the “Purchasers”)

Re:Note Purchase Agreement dated June 14, 2019 (the “Signing Date”) regarding the issuance and sale of $125,000,000 4.47% Senior Guaranteed Notes due October 30, 2031 (the “Notes”) by Agree Limited Partnership, a Delaware limited partnership (“Borrower”)

Ladies and Gentlemen:

We have acted as counsel for Borrower and Agree Realty Corporation, a Maryland corporation operating as a real estate investment trust (the “Trust”), the general partner of Borrower, in connection with the Note Purchase Agreement (as defined in Subsection C of Section I below), and for the subsidiary guarantors listed on Schedule 1 attached hereto (each, individually, a “Subsidiary”, and, collectively, the “Subsidiaries”; together with Borrower and the Trust, the “Obligors”) in connection with their execution and delivery of the Guaranty (as defined below).

Capitalized terms used herein but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Note Purchase Agreement. This opinion is delivered to you at the request of Borrower pursuant to Section 4.4(a)(i) of the Note Purchase Agreement.

I.Documents and Materials Examined

In providing these opinions, we have examined the following documents and materials all dated as of the date of this opinion letter unless otherwise noted.

A.4.47% Senior Guaranteed Notes issued by Borrower, due October 30, 2031, in the aggregate principal amount of $125,000,000.

B.Note Purchase Agreement dated the Signing Date, among Borrower, the Trust and each of the Purchasers (the “Note Purchase Agreement”).

C.Guaranty by the Trust and the Subsidiaries in favor of the holders of the Notes (the “Guaranty”).

D.The organizational documents and resolutions (the “Organizational Documents”) of Borrower, the Trust, each Subsidiary and the various parties acting as general partner of any

Exhibit 4.4(a)(i)

(to Note Purchase Agreement)

Subsidiary, in each case, as attached to (i) the Secretary’s Certificate of the Trust made as of the Signing Date and (ii) the Omnibus Secretary’s Certificate of the Trust made as of the date of this opinion letter.

The documents described in this Section I are sometimes collectively referred to as the “Documents.” The documents described in Subsections A through C of this Section I are sometimes collectively referred to as the “NPA Documents.”

II.Assumptions

In rendering the opinions set forth in Section III of this opinion letter, we have relied upon the following assumptions (none of which we have independently investigated or verified):

A.The Documents submitted to us as originals are authentic, true, accurate and complete, the Documents submitted to us as copies conform to original documents which are themselves authentic, true, accurate and complete, and the factual matters asserted therein were true, accurate and complete when asserted and remain true, accurate and complete as of the date of this opinion letter. All signatures on the Documents are genuine, and all individual signatories have the requisite legal capacity.

B.On the Signing Date: (i) each Purchaser had full power and authority to execute and deliver the Note Purchase Agreement and to perform its obligations thereunder; and (ii) the execution, delivery and performance of the Note Purchase Agreement had been authorized by all requisite action by each Purchaser. On the Signing Date, the Note Purchase Agreement was duly executed, delivered and/or accepted by each Purchaser, and on the date of this opinion letter, the Note Purchase Agreement constitutes the legal, valid and binding obligation of each Purchaser, enforceable against each Purchaser in accordance with its terms. The Note Purchase Agreement has not been amended or modified since the Signing Date, and since the Signing Date there have been no unwaived Events of Default or breaches thereunder.

C.Each Purchaser had on the Signing Date, and has on the date of this opinion letter, full power and authority to purchase the Notes specified opposite such Purchaser’s name in Schedule A to the Note Purchase Agreement, and the amounts payable by each Purchaser for the purchase of its respective Notes have been or will be duly funded by each such Purchaser in accordance with the terms of the Note Purchase Agreement.

D.Each Purchaser was on the Signing Date, is on the date of this opinion letter, and will continue to be, in compliance with all applicable laws, rules and regulations, and has received all requisite consents, approvals, authorizations and orders from any applicable governmental authority, to the extent required as a result of such Purchaser’s regulatory status and relevant to its purchase of the Notes, performance of its obligations under the Note Purchase Agreement and enforcement of its rights with respect thereto.

E.The Trust was on the Signing Date, and is on the date of this opinion letter, a validly existing Maryland corporation, in good standing under the law of Maryland, with the corporate power and authority (i) in its individual capacity to authorize, execute and deliver the NPA

4.4(a)(i)‑2

Documents to which the Trust is a party and perform its obligations thereunder, and (ii) to act as the General Partner of Borrower and, in such capacity, to authorize, execute and deliver on behalf of Borrower, the NPA Documents to which Borrower is a party. The NPA Documents to which the Trust is a party or which the Trust is executing as the General Partner of Borrower have been duly authorized by the requisite corporate action by the Trust and have been duly executed and delivered by the Trust (to the extent that execution and delivery is governed by Maryland law). We note that various matters concerning the Trust are addressed in the opinion letter of Ballard Spahr LLP, separately provided to you, and we express no opinion with respect to those matters.

III.Opinions

Based upon our review of the Documents and upon the assumptions set forth in Section II, and subject to the exceptions and limitations set forth in Section IV, it is our opinion that:

A.Borrower is, and on the Signing Date was, validly existing and in good standing under the Laws of the State of Delaware, with the requisite limited partnership power and authority to (i) issue and sell the Notes, and (ii) execute, deliver and perform its obligations under the Note Purchase Agreement and the Notes.

B.The execution, delivery and performance of the Note Purchase Agreement and the Notes have been duly authorized by the requisite limited partnership action of Borrower. The Note Purchase Agreement and the Notes have been duly executed and delivered by Borrower and constitute the valid and binding obligations of Borrower, enforceable against Borrower in accordance with their respective terms.

C.The Note Purchase Agreement and the Guaranty constitute the valid and binding obligation of the Trust, enforceable against the Trust in accordance with their respective terms.

D.Based solely on the respective certifications regarding filing of organizational documents, status and good standing issued by the applicable officials in their respective jurisdictions of formation, each Subsidiary is validly existing and in good standing in the state in which it is organized and is in good standing in each state in which, to our Actual Knowledge, it owns real estate described in the Note Purchase Agreement. Each Subsidiary has the requisite limited liability company power and authority to execute, deliver and perform its obligations under the Guaranty.

E.The execution, delivery and performance of the Guaranty have been duly authorized by the requisite limited liability company action by each Subsidiary. The Guaranty has been duly executed and delivered by each Subsidiary, and constitutes the valid and binding obligations of each Subsidiary, enforceable against each Subsidiary in accordance with its terms.

F.The execution and delivery by Borrower of the Note Purchase Agreement on the Signing Date did not, and the performance by Borrower of the Note Purchase Agreement, and the issue and sale of the Notes by Borrower, as of the date of this opinion letter, do not (i) violate any provision of Borrower’s Organizational Documents, (ii) to our Actual Knowledge, result in the breach by Borrower of, or constitute a default by Borrower under, (x) the agreements listed on

4.4(a)(i)‑3

Schedule 2 attached hereto, or (y) based solely on a certificate of officers of the Trust on behalf of the Obligors, any other indenture, mortgage, deed of trust, lease, sublease or other agreement binding upon Borrower, which breach or default, in the case of the preceding clause (y), would reasonably be expected to have a material adverse effect on the ability of Borrower to perform its obligations under the NPA Documents to which it is a party, (iii) to our Actual Knowledge, result in the creation or imposition of any Lien upon any of the property of Borrower under any indenture, mortgage or other agreement binding upon Borrower, or (iv) violate any statutory Law (as defined in Subsection K of Section IV of this opinion letter) or rule or regulation thereunder (including any applicable order or decree of any court or governmental instrumentality known to us) which, to our Actual Knowledge, is applicable to the execution and delivery of the Note Purchase Agreement. No consent, approval or other action of any partner of Borrower other than the Trust, as general partner, (which consent, approval or other action has been obtained, taken or given, as applicable) is required to authorize Borrower’s issuance of, and the performance of its obligations under, the Notes, and to our Actual Knowledge, no other consent, approval or other action is required to authorize Borrower’s execution, delivery and agreement to perform its obligations under the Note Purchase Agreement (except those which have been obtained, if any).

G.The execution and delivery by the Trust of the Note Purchase Agreement on the Signing Date did not, and the performance by the Trust of the Note Purchase Agreement and the execution, delivery and performance by the Trust of the Guaranty, as of the date of this opinion letter do not (i) to our Actual Knowledge, result in a breach by the Trust of, or constitute a default by the Trust under, (x) the agreements listed on Schedule 2 attached hereto, or (y) based solely on a certificate of officers of the Trust on behalf of the Obligors, any other indenture, mortgage, deed of trust, lease, sublease or other agreement binding upon the Trust, which breach or default, in the case of the preceding clause (y), would reasonably be expected to have a material adverse effect on the ability of the Trust to perform its obligations under the NPA Documents to which it is a party, (ii) to our Actual Knowledge, result in the creation or imposition of any Lien upon any of the property of the Trust under any indenture, mortgage or other agreement binding upon the Trust, or (iii) violate any statutory Law or rule or regulation thereunder (including any applicable order or decree of any court or governmental instrumentality known to us) which, to our Actual Knowledge (as to factual matters only), is applicable to the execution and delivery of the Note Purchase Agreement or the Guaranty by the Trust.

H.The execution, delivery and performance by each Subsidiary of the Guaranty, as of the date of this opinion letter, do not (i) violate any provision of such Subsidiary’s Organizational Documents, (ii) to our Actual Knowledge, result in the breach by such Subsidiary of, or constitute a default by such Subsidiary under, (x) the agreements listed on Schedule 2 attached hereto, or (y) based solely on a certificate of officers of the Trust on behalf of the Obligors, any other indenture, mortgage, deed of trust, lease, sublease or other agreement binding upon such Subsidiary, which breach or default, in the case of the preceding clause (y), would reasonably be expected to have a material adverse effect on the ability of such Subsidiary to perform its obligations under the NPA Documents to which it is a party, (iii) to our Actual Knowledge, result in the creation or imposition of any lien upon any of the property of such Subsidiary under any indenture, mortgage or other agreement binding upon such Subsidiary or (iv) violate any statutory Law or rule or regulation thereunder (including any applicable order or decree of any court or governmental instrumentality

4.4(a)(i)‑4

known to us) which, to our Actual Knowledge (as to factual matters only), is applicable to the execution and delivery of the Guaranty by such Subsidiary.

I.As of the date of this opinion letter, to our Actual Knowledge, there is no action, suit or proceeding pending or threatened (in writing) before any court or governmental agency or authority or any arbitrator against Borrower, the Trust, or the Subsidiaries questioning the validity of any NPA Document.

J.As of the date of this opinion letter, no consent, approval, authorization or order of any New York, Delaware, Michigan or federal governmental authority is required of the Trust, Borrower or the Subsidiaries for the issuance and sale by Borrower of the Notes to the Purchasers, the execution, delivery and performance of the Guaranty by the Subsidiaries and the Trust, or the performance by Borrower and the Trust of the Note Purchase Agreement, except such as may be required under blue sky laws, as to which we express no opinion; provided that no opinion is given or intended herein as to any such consents, approvals, authorizations, or orders that may be required of any Purchaser as a result of such Purchaser’s regulatory status for its acquisition and funding of the Notes.

K.Based solely on a certificate of officers of the Trust on behalf of the Obligors, and without any independent investigation or verification, neither Borrower nor the Trust is, or immediately after the sale of the Notes to be sold pursuant to the Note Purchase Agreement and the application of the proceeds from such sale (as described in the Note Purchase Agreement) will be, an “investment company” or a company “controlled” by an “investment company” as such terms are defined in the Investment Company Act of 1940, as amended.

L.No registration of the Notes or the Guaranty under the Securities Act of 1933, as amended (the “Securities Act”), is required for the sale of the Notes or the issuance of the Guaranty to the Purchasers pursuant to the Note Purchase Agreement, and the Note Purchase Agreement is not required to be qualified under the Trust Indenture Act of 1939, as amended, in each case assuming (i) that the offer or sale of the Notes was made in accordance with the representations and warranties of Section 5.13 of the Note Purchase Agreement, and (ii) that the Purchasers’ representations in Section 6 of the Note Purchase Agreement are accurate and complete.

M.Assuming the accuracy and completeness of the description of the intended use of proceeds as described in Section 5.14 of the Note Purchase Agreement, none of the execution, delivery or performance of the Note Purchase Agreement by Borrower and the Trust, or the sale, issuance, execution or delivery of the Notes will violate Regulations T, U or X of the Board of Governors of the Federal Reserve System, to the extent they are applicable to Borrower or the Trust.

IV.Exceptions and Limitations

The foregoing opinions are subject to the following exceptions and limitations:

4.4(a)(i)‑5

A.Any limitations imposed by and the effect of all applicable bankruptcy, fraudulent conveyance or transfer, voidable transaction, reorganization, insolvency, moratorium or similar laws at any time generally in effect with respect to the enforcement of creditors’ rights.

B.The enforceability of the NPA Documents and the rights and remedies set forth therein are subject to established and evolving principles of equity, commercial reasonableness and conscionability and to the limitations imposed by applicable law on (i) the exercise and availability of remedies and defenses; (ii) the enforceability of purported waivers of rights and defenses; (iii) the availability of equitable remedies and defenses generally; and (iv) the granting of rights, remedies or security in excess of those available under applicable law.

C.Notwithstanding anything contained in the NPA Documents, the Purchasers may be limited to recovering only reasonable expenses with respect to enforcement or collection of the obligations under the NPA Documents.

D.We express no opinion with respect to the effect of any state or federal securities laws (except as set forth in Subsections K and L of Section III of this opinion letter), ERISA, pension or employee benefit, antitrust, insurance, bank regulatory (except as set forth in Subsection M of Section III of this opinion letter), usury, truth-in-lending or other credit laws or regulations which may be applicable to this transaction. We also disclaim any opinion with respect to specialized laws that are not customarily covered in opinion letters of this kind, such as tax, bankruptcy, fraudulent conveyance or transfer, voidable transaction, reorganization, insolvency, moratorium, environmental, intellectual property, labor, regulatory and licensing, anti-money laundering and health and safety laws, and the effects of any such specialized laws.

E.We express no opinion with respect to the effect of the law of any jurisdiction (other than the State of New York) which limits the rates of interest legally chargeable or collectible.

F.To the extent that any opinion relates to the enforceability or applicability of the choice of New York law or the choice of New York forum provisions of the NPA Documents, our opinion is given in reliance on N.Y. Gen. Oblig. Law Sections 5-1401 and 5-1402 and N.Y. CPLR 327(b) and is subject to the qualification that such enforceability or applicability may be limited by public policy considerations or choice of law or forum principles of any jurisdiction or venue, other than the courts of the State of New York, in which enforcement or application of such provisions, or of a judgment upon an agreement containing such provisions, is sought and we express no opinion as to the enforceability of the NPA Documents in any such other jurisdiction or forum.

G.We express no opinion as to the compliance with law or the enforceability of cumulative remedies of any Purchaser to the extent they would compensate any Purchaser in excess of the obligations of the Obligors.

H.We express no opinion as to the enforceability of the indemnification provisions of the NPA Documents, or any provisions exculpating any Purchaser or any of its representatives from any liability, in each case insofar as such provisions might require indemnification or exculpation with respect to any violations of securities laws. We express no opinion as to the

4.4(a)(i)‑6

enforceability of any provision exculpating any Purchaser or any of its representatives relating to any loss, cost or expense arising out of general principles of equity or public policy.

I.We express no opinion as to (a) whether courts of any jurisdiction would enforce a waiver of objection to jurisdiction or venue or an objection based on forum non conveniens, or (b) the enforceability of any other provision relating to the operations of courts, court rules, service of process, witnesses at a trial, discovery, rules of evidence or the conduct of litigation in any court.

J.We express no opinion with respect to any late charges, penalties, forfeitures, liquidated or other pre‑measured damages or limitations thereon or any prepayment premiums payable following a default to the extent that a court finds enforcement thereof would constitute a penalty or unreasonable liquidated damages or would result in a forfeiture.

K.These opinions are based solely on (i) the internal laws of the State of Michigan, (ii) the internal laws of the State of New York, (iii) the Delaware Revised Uniform Limited Partnership Act (the “DRULPA”) and the Delaware Limited Liability Company Act (the “DLLCA”), and (iv) where applicable, the federal laws of the United States. We are not admitted to practice in the State of Delaware and, with respect to the opinions set forth above, insofar as they relate to any Delaware laws, with your permission, we (i) have limited our review to standard compilations available to us of the DRULPA and the DLLCA, which we have assumed to be accurate and complete, and (ii) have not reviewed case law. The enforceability opinions in Subsections B, C and E of Section III of this opinion letter are based solely on the internal laws of the State of New York, and we provide no opinion on the enforceability of any NPA Document under any other laws. We disclaim any opinion concerning the laws of any other jurisdiction, or any other statutes or laws of the named jurisdictions or the effect thereof. We recognize, and you have acknowledged, that we are not admitted to practice in certain other states in which one or more Subsidiaries are organized (the “Other States”), and with respect to the opinions set forth above to the extent such opinions would necessarily involve an analysis of the effect of the laws of such Other States, we have, with your permission, rendered such opinions on the basis that, hypothetically, the Subsidiaries were organized not in the Other States but in the State of Michigan, and, accordingly (i) that the governing law as to organizational matters as to such entities would be Michigan Law, (ii) that the Subsidiaries’ various state filings and certifications of state officials as to such filings, as well as status, good standing and the like are equivalent functionally and as to the information provided therein to applicable state filings, certifications and similar documents in Michigan and (iii) that the Subsidiaries’ internal documents, such as operating agreements, resolutions and the like, are governed solely by Michigan Law. All references to the “Law” or “laws” of the aforesaid jurisdictions are limited solely to the statutes, and, other than with respect to Delaware laws, the judicial and administrative decisions, and the rules and regulations of the governmental agencies of the applicable jurisdiction, but excluding the statutes and ordinances, the administrative decisions, and the rules and regulations of counties, towns, municipalities and special political subdivisions (whether created or enabled through legislative action at the federal, state or regional level), and judicial decisions to the extent that they deal with any of the foregoing; and we have only considered the applicability of laws (in addition to the previously enumerated Delaware laws) that a lawyer in the State of Michigan or New York exercising customary professional diligence would reasonably recognize as being applicable to Borrower, the Trust or the Subsidiaries, or the transactions described in the NPA Documents.

4.4(a)(i)‑7

L.Our opinions in Subsections F(ii) and (iii), G(i) and (ii), and H(ii) and (iii) of Section III of this opinion letter with respect to any agreements referenced therein (i) exclude the impact of (A) financial covenants and similar provisions therein that require financial calculations or determinations to ascertain compliance, (B) cross-default provisions and (C) provisions relating to the occurrence of a “material adverse effect” or “material adverse change” or similar words or concepts and (ii) to the extent the referenced agreements are governed by the laws of States that are not Laws covered by the opinions expressed in this opinion letter, are given (A) based on the plain meaning of such agreements and (B) assuming that the contract terms are construed as would be the case if they were governed by the internal laws of New York.

M.Our “Actual Knowledge” or a phrase having similar wording means the conscious awareness of facts or other information by Barbara A. Kaye or Caroline A. Gross (the “Designated Attorneys”). Except as described in this opinion letter, the Designated Attorneys have not undertaken any investigation or made inquiry of other attorneys or employees of Honigman LLP, or any other person, to determine the existence or absence of such facts or other information.

N.We disclaim any opinion as to the impact of the distribution provisions of the Michigan Business Corporation Act on the validity, binding effect, enforceability, or compliance with law of any guaranty or related security agreement provided by direct and indirect corporate subsidiaries of Borrower or on such subsidiary’s power to enter into such guaranty or related security agreement or their due authorization if, at the time any such guaranty or related security agreement is authorized, provided or paid upon, the criteria under such provisions permitting distributions are not satisfied.

O.These opinions are given solely to the Purchasers solely in connection with the execution and delivery of the NPA Documents, and these opinions may not be relied upon by any other person or entity or in connection with any other matter, except that (i) to the extent permitted under the Note Purchase Agreement, transferees, successors and assigns which acquire the Notes or any portion thereof for value, in good faith, and without actual notice of a defect or existing uncured default thereunder may rely on these opinions, on the condition and understanding that (a) in no event shall any person have any greater rights with respect thereto than the original addressees of this opinion letter on the date of this opinion letter nor, in the case of any transferees or assigns, any greater rights than its transferor or assignor, (b) in furtherance and not in limitation of the foregoing, our consent to such reliance shall in no event constitute a reissuance of the opinions expressed herein or otherwise extend any statute of limitations period applicable hereto on the date of this opinion letter, and (c) any such reliance also must be actual and reasonable under the circumstances existing at the time such person becomes a transferee, successor or assign, including any circumstances relating to changes in law, facts or any other developments known to or reasonably knowable by such person at such time; and (ii) copies of these opinions may be provided for review but not reliance to (a) potential transferees, successors and assigns, (b) any governmental or regulatory agency (including, without limitation, NAIC) having jurisdiction over you and (c) any court of law or other tribunal in connection with any matter relating to the NPA Documents.

P.These opinions are given only as of the date of this opinion letter and do not contemplate, no opinion is given with respect to, and we do not undertake any obligation to advise

4.4(a)(i)‑8

you or any other party of, future events or subsequent changes in law or fact – even though the change may affect the legal analysis, a legal conclusion or an information confirmation in this opinion letter.

Very truly yours,

HONIGMAN LLP

BAK/CAG/REW/MSB

4.4(a)(i)‑9

Form of Opinion of the Parent Guaranty (Maryland)

[__________, 2019]

To the Purchasers of the Senior Notes
(as such terms are defined herein)

listed in Schedule A attached hereto

Re:Agree Limited Partnership, a Delaware limited partnership (the “Company”) – Note Purchase Agreement, dated as of June 14, 2019 (the “Note Purchase Agreement”), by and among the Company, Agree Realty Corporation, a Maryland corporation and the sole general partner of the Company (the “Guarantor”), and the purchasers listed in Schedule A attached thereto (each a “Purchaser” and, collectively, the “Purchasers”), with respect to the issuance and sale by the Company of $125,000,000 aggregate principal amount of its 4.47% Senior Guaranteed Notes due October 30, 2031 (the “Senior Notes”)

Ladies and Gentlemen:

We have acted as Maryland corporate counsel to the Guarantor in connection with the above-referenced matter, and we have been requested to provide you with our opinion as Maryland corporate counsel to the Guarantor with respect to certain aspects of Maryland law pursuant to Section 4.4 of the Note Purchase Agreement.

We understand that the Company, the Guarantor and the Subsidiary Guarantors (as defined herein) are also being represented in this matter by Honigman LLP, and we understand that, except as to those issues specifically opined to herein, you will be relying upon the opinion of Honigman LLP. We did not participate in the negotiation or drafting of the Note Purchase Agreement, the Notes or the Guaranty (as such terms are defined herein).

In connection with our representation of the Guarantor, and as a basis for the opinion hereinafter set forth, we have examined the originals, or copies certified or otherwise identified to our satisfaction, of the following documents (hereinafter collectively referred to as the “Documents”):

(i)the corporate charter of the Guarantor (the “Charter”) represented by Articles of Incorporation filed with the State Department of Assessments and Taxation of Maryland (the “Department”) on December 15, 1993, Articles of Amendment filed with the Department on April 7, 1994, two Articles Supplementary filed with the Department on December 8, 2008, Articles Supplementary filed with the Department on September 21, 2012, Articles of Amendment filed with the Department on May 8, 2013, two Articles Supplementary filed with the Department on July 31, 2013, Articles of Amendment filed with the Department on May 5, 2015, Articles of

Exhibit 4.4(a)(ii)

(to Note Purchase Agreement)

Amendment filed with the Department on May 3, 2016, Articles Supplementary filed with the Department on February 26, 2019 and Articles of Amendment filed with the Department on April __, 2019;

(ii)the Amended and Restated Bylaws of the Guarantor, adopted as of May 8, 2013, as amended by the First Amendment to Amended and Restated Bylaws of Guarantor, effective as of February 26, 2019 (collectively, the “Bylaws”);

(iii)resolutions adopted, or other actions taken, by the board of directors (the “Board of Directors”) of the Guarantor on or as of April __, 2019 (the “Directors’ Resolutions”);

(iv)the First Amended and Restated Agreement of Limited Partnership of the Company, as amended (the “Partnership Agreement”);

(v)a status certificate of the Department, dated as of a recent date, to the effect that the Guarantor is duly incorporated and existing under the laws of the State of Maryland;

(vi)the Note Purchase Agreement;

(vii)each Note, dated as of [__________, 2019], registered in the name of the applicable Purchaser or in the name of such Purchaser’s nominee (collectively, the “Notes”);

(viii)the Guaranty, dated as of [_________, 2019] (the “Guaranty”), made by the Guarantor, the Company and each of the other guarantors named on the signature pages thereto (collectively, the “Subsidiary Guarantors”), with respect to the Senior Notes;

(ix)a certificate of officers of the Guarantor, dated as of the date hereof (the “Officers’ Certificate”), executed by Joey Agree, the President and Chief Executive Officer of the Guarantor, and Clayton R. Thelen, the Chief Financial Officer and Secretary of the Guarantor, to the effect that, among other things, the Charter, the Bylaws, the Directors’ Resolutions and the Partnership Agreement are true, correct and complete, have not been rescinded or modified and are in full force and effect on the date of the Officers’ Certificate, and certifying as to, among other things, the manner of adoption of the Directors’ Resolutions and the form, approval, execution and delivery of the Note Purchase Agreement, the Notes and the Guaranty; and

(x)such other laws, records, documents, certificates, opinions and instruments as we have deemed necessary to render this opinion, subject to the limitations, assumptions and qualifications noted below.

4.4(a)(ii)‑2

Insofar as the opinions and other matters set forth herein constitute, or are based upon, factual matters, we have relied solely upon the Officers’ Certificate and our knowledge. The words “our knowledge” signify that in the course of our representation of the Guarantor in matters with respect to which we have been engaged as Maryland corporate counsel to the Guarantor, no information has come to our attention that would give us actual knowledge or actual notice of the inaccuracy of the statement, opinion or other matters so qualified. We have undertaken no independent investigation or verification of any such statements, opinions or matters. The words “our knowledge” are intended to be limited to the knowledge of the lawyers within our firm who have rendered legal services to the Guarantor in connection with the Note Purchase Agreement, the Notes and the Guaranty.

In rendering the opinions expressed below, we have assumed the following to the extent relevant to such opinions:

a.each individual executing any of the Documents on behalf of a party (other than the Guarantor) is duly authorized to do so;

b.each individual executing any of the Documents, whether on behalf of such individual or another person, is legally competent to do so;

c.each of the parties (other than the Guarantor) executing any of the Documents has duly authorized and validly executed and delivered each of the Documents to which such party is a signatory, and such party’s obligations set forth therein are legal, valid and binding and are enforceable in accordance with their respective terms;

d.any Documents submitted to us as originals are authentic; the form and content of any Documents submitted to us as unexecuted drafts do not differ in any respect relevant to this opinion from the form and content of such Documents as executed and delivered; any Documents submitted to us as certified, photostatic or facsimile copies conform to the original documents; all signatures on all Documents are genuine; all public records reviewed or relied upon by us or on our behalf are true and complete; all representations, warranties and statements contained in the Documents (other than representations, warranties and statements of the Guarantor as to legal matters on which opinions are rendered herein) are true and complete; and there has been no oral or written modification of or amendment to any of the Documents, and there has been no waiver of any provision of any of the Documents, by action or omission of the parties or otherwise;

e.all certificates submitted to us, including, but not limited to, the Officers’ Certificate, are correct and complete both when given and as of the date hereof;

4.4(a)(ii)‑3

f.the Company is the sole member or the manager, as applicable, of each of the Subsidiary Guarantors;

g.the consummation of the transactions contemplated by the Note Purchase Agreement, the Notes and the Guaranty will result in receipt by each of the Subsidiary Guarantors of good and valuable consideration, and such transactions are fair and reasonable to each of the Subsidiary Guarantors;

h.in no event will the aggregate principal amount of the Senior Notes exceed $125,000,000; and

i.the Guarantor is entering into, and will execute and deliver, and perform its obligations under, the Note Purchase Agreement, the Notes and the Guaranty, together with any related documents, instruments and agreements, in furtherance of the conduct of its business in a manner that will enable it to qualify (or, once qualified, to maintain its qualification) as a real estate investment trust under Section 856 et seq. of the Internal Revenue Code of 1986, as amended.

Based upon our review of the foregoing, and subject to the assumptions and qualifications set forth herein, it is our opinion that, as of the date of this letter:

1.The Guarantor has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Maryland.

2.The Guarantor, acting in its own capacity and in its capacity as the general partner of the Company, on behalf of the Company, acting in its own capacity and in its capacity as the sole member or the manager, as applicable, of each of the Subsidiary Guarantors, on behalf of each of the Subsidiary Guarantors, as applicable, has the requisite corporate power and authority to execute and deliver, and perform its obligations under, the Note Purchase Agreement, the Notes and the Guaranty.

3.The execution and delivery by the Guarantor, acting in its own capacity and in its capacity as the general partner of the Company, on behalf of the Company, acting in its own capacity and in its capacity as the sole member or the manager, as applicable, of each of the Subsidiary Guarantors, on behalf of each of the Subsidiary Guarantors, as applicable, of the Note Purchase Agreement, the Notes and the Guaranty have been duly authorized by all necessary corporate action on the part of the Guarantor required under the Charter and Bylaws and the Maryland General Corporation Law (the “MGCL”), and the Note Purchase Agreement, the Notes and the Guaranty have been duly executed and delivered by the Guarantor, acting in its own capacity and in its capacity as the general partner of the Company, on behalf of the Company, acting in its own capacity and in its capacity as the sole

4.4(a)(ii)‑4

member or the manager, as applicable, of each of the Subsidiary Guarantors, on behalf of each of the Subsidiary Guarantors, as applicable.

4.The execution, delivery and performance of the Note Purchase Agreement, the Notes and the Guaranty by the Guarantor, acting in its own capacity and in its capacity as the general partner of the Company, on behalf of the Company, acting in its own capacity and in its capacity as the sole member or the manager, as applicable, of each of the Subsidiary Guarantors, on behalf of each of the Subsidiary Guarantors, as applicable, will not (i) contravene any provision of the MGCL or (ii) result in any violation of the provisions of the Charter or Bylaws.

5.No consent, approval, authorization, order of, or qualification with any court or governmental agency or authority of the State of Maryland is required to be obtained by the Guarantor, acting in its own capacity and in its capacity as the general partner of the Company, on behalf of the Company, acting in its own capacity and in its capacity as the sole member or the manager, as applicable, of each of the Subsidiary Guarantors, on behalf of each of the Subsidiary Guarantors, as applicable, pursuant to the MGCL in connection with the execution and delivery of the Note Purchase Agreement, the Notes and the Guaranty, except for such as have been obtained.

In addition to the qualifications set forth above, the opinions set forth herein are also subject to the following qualifications: (i) the opinions set forth herein are limited to the corporation laws of the State of Maryland, and no opinions are expressed herein concerning any laws other than the corporation laws of the State of Maryland; (ii) no opinions are expressed with respect to the legality, binding effect or enforceability of the Note Purchase Agreement, the Notes and the Guaranty, or any of them; (iii) no opinions are expressed with respect to the compliance with or applicability of any state or federal securities, tax, environmental, consumer credit, lending, financial institution, real estate syndication, labor or employment laws, or laws regarding fraudulent conveyances, nor is any opinion expressed herein as to the applicability or effect of the Investment Company Act of 1940, as amended; (iv) our opinion expressed in paragraph 5 above is based upon our consideration of only those consents, approvals, authorizations, orders and qualifications, pursuant to the MGCL, if any, which we as attorneys licensed in the State of Maryland reasonably believe to be typically applicable to transactions of the type contemplated by the Note Purchase Agreement, the Notes and the Guaranty; (v) no opinions are expressed with respect to the limited partnership actions or limited liability company actions that may be required for the Company and the Subsidiary Guarantors to authorize, execute, deliver or perform the Note Purchase Agreement, the Notes, the Guaranty or any other document, instrument or agreement to which the Company or the Subsidiary Guarantors is a party; (vi) the opinions set forth herein are limited to the matters specifically stated herein and no other opinions shall be inferred beyond the matters specifically stated; and (vii) the opinions set forth herein are limited to laws in effect, and facts and circumstances presently existing and brought to our attention, as of the date hereof, and we assume no obligation to supplement this opinion if applicable laws change after the date hereof,

4.4(a)(ii)‑5

or if we become aware of any facts or circumstances which now exist or which occur or arise in the future that may change the opinions expressed herein after the date hereof.

The opinions presented in this letter are solely for your use in connection with the matters contemplated by the Note Purchase Agreement, the Notes and the Guaranty. This opinion letter may not be relied upon by you for any other purpose, or furnished to, assigned to, quoted to, or relied upon by any other person, firm or other entity for any purpose, without our prior written consent in each instance, which may be granted or withheld in our sole discretion, provided, however, that subsequent institutional holders of the Notes may rely on this opinion, and a copy of this opinion letter may be furnished to, but not relied on by, (i) the National Association of Insurance Commissioners, (ii) potential transferees of the Notes, (iii) any state, federal or provincial authority or independent banking or insurance board or body having regulatory jurisdiction over a Purchaser in the exercise of their regulatory due diligence and (iv) any court of law or other tribunal in connection with any matter related to the Note Purchase Agreement, the Notes and the Guaranty. In addition, we consent to reliance hereupon, subject to the limitations and qualifications, and based on the assumptions, herein contained, by Honigman LLP in the delivery to you of its opinion in connection with the transactions contemplated by the Note Purchase Agreement, the Notes and the Guaranty.

Very truly yours,

4.4(a)(ii)‑6

Form of Opinion of Counsel to the Purchasers

[Provided on a case by case basis.]

Exhibit 4.4(b)

(to Note Purchase Agreement)

execution version

Exhibit 10.2

FIRST AMENDMENT TO

TERM LOAN AGREEMENT

This FIRST AMENDMENT TO TERM LOAN AGREEMENT (this “Amendment”) dated as of May 6, 2019, by and among AGREE LIMITED PARTNERSHIP, a Delaware limited partnership (the “Borrower”), AGREE REALTY CORPORATION, a Maryland corporation (the “Parent”), each of the Lenders party hereto and PNC BANK, NATIONAL ASSOCIATION, as Administrative Agent (the “Administrative Agent”).

WHEREAS, the Borrower, the Parent, the Lenders, the Administrative Agent and certain other parties have entered into that certain Term Loan Agreement dated as of December 27, 2018 (as in effect immediately prior to the effectiveness of this Amendment, the “Credit Agreement”); and

WHEREAS, the Borrower, the Parent, the Lenders and the Administrative Agent desire to amend certain provisions of the Credit Agreement on the terms and conditions contained herein.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties hereto, the parties hereto agree as follows:

Section 1. Specific Amendment to Credit Agreement. Upon the effectiveness of this Amendment, the parties hereto agree that the Credit Agreement is hereby amended as set forth below:

(a)

The definition “EBITDA” set forth in Section 1.01 of the Credit Agreement is amended and restated to read as follows:

““EBITDA” means for the Consolidated Group, without duplication, the sum of (a) Net Income of the Consolidated Group, in each case, excluding (i) any non-recurring or extraordinary gains and losses for such period, (ii) any income or gain and any loss in each case resulting from early extinguishment of indebtedness and (iii) any net income or gain or any loss resulting from a swap or other derivative contract (including by virtue of a termination thereof), plus (b) an amount which, in the determination of net income for such period pursuant to clause (a) above, has been deducted for or in connection with (i) Interest Expense (plus, amortization of deferred financing costs, to the extent included in the determination of Interest Expense per GAAP), (ii) income taxes, and (iii) depreciation and amortization, all determined in accordance with GAAP for the prior four quarters and (iv) adjustments as a result of the straight lining of rents, all as determined in accordance with GAAP, plus (c) the Consolidated Group’s pro rata share of the above attributable to interests in Unconsolidated Affiliates. EBITDA shall be adjusted to remove any impact from amortization of above and below market rent intangibles pursuant to FASB ASC 805.”

(b)

Section 1.03(a) of the Credit Agreement is amended and restated to read as follows:

“(a)Generally. All accounting terms not specifically or completely defined herein shall be construed in conformity with, and all financial data (including financial ratios and other financial calculations) required to be submitted pursuant to this Agreement shall be prepared in conformity with, GAAP applied on a consistent basis, as in effect from time to time, applied in a manner consistent with that used in preparing the Audited Financial Statements, except as otherwise specifically

LEGAL02/38906229v2

30941121

prescribed herein. Notwithstanding the foregoing, for purposes of determining compliance with any covenant (including the computation of any financial covenant) contained herein, (i) Indebtedness of the Borrower and its Subsidiaries shall be deemed to be carried at 100% of the outstanding principal amount thereof, and the effects of FASB ASC 825 on financial liabilities shall be disregarded and (ii) shall be calculated without giving effect to Accounting Standards Codification 842 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) (and related interpretations) to the extent any lease (or similar arrangement conveying the right to use) would be required to be treated as a capital lease thereunder where such lease (or similar arrangement) would have been treated as an operating lease under GAAP as in effect immediately prior to the effectiveness of the Accounting Standards Codification 842; provided, however, that upon the reasonable request of the Administrative Agent or any Lender, the Borrower shall provide to the Administrative Agent and the Lenders financial statements and other documents setting forth a reconciliation between calculations of such covenant made before and after giving effect to Accounting Standards Codification 842 (or such other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) (and related interpretations).”

Section 2. Conditions Precedent. The effectiveness of this Amendment is subject to receipt by the Administrative Agent of each of the following in form and substance satisfactory to the Administrative Agent:

(a)a counterpart of this Amendment duly executed by the Borrower, the Parent, the Guarantors, the Administrative Agent and each of the Lenders party hereto;

(b)evidence that all fees, expenses and reimbursement amounts due and payable to the Administrative Agent and the Arrangers, including without limitation, the reasonable fees and expenses of counsel to the Administrative Agent, have been paid; and

(c)such other documents, agreements and instruments as the Administrative Agent, or any Lender through the Administrative Agent, may reasonably request.

Section 3. Representations. The Borrower represents and warrants to the Administrative Agent and the Lenders that:

(a)Authorization; No Contravention. The execution and delivery of the Amendment by each Loan Party and the performance by each Loan Party of this Amendment and the Credit Agreement, as amended by this Amendment, have been duly authorized by all necessary corporate or other organizational action, and do not and will not (a) contravene the terms of each such Person’s Organization Documents; (b) conflict with or result in any breach or contravention of, or the creation of any Lien under, or require any payment to be made under (i) any Contractual Obligation to which such Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject; or (c) violate any Law.

(b)Governmental Authorization; Other Consents. No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with the execution and delivery of this Amendment or performance by, or enforcement against, any Loan Party of this Amendment or the Credit Agreement, as amended by this Amendment.

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(c)Binding Effect. This Amendment has been duly executed and delivered by each Loan Party that is a party hereto. Each of this Amendment and the Credit Agreement, as amended by this Amendment, constitutes a legal, valid and binding obligation of each Loan Party a party thereto, enforceable against such Loan Party in accordance with its terms.

(d)No Default. No Default has occurred and is continuing as of the date hereof nor will exist immediately after giving effect to this Amendment.

Section 4. Reaffirmation of Representations. The Borrower hereby repeats and reaffirms all representations and warranties made or deemed made by the Borrower to the Administrative Agent and the Lenders in the Credit Agreement as amended by this Amendment and the other Loan Documents on and as of the date hereof with the same force and effect as if such representations and warranties were set forth in this Amendment in full and such representations and warranties are true and correct in all material respects on and as of the date hereof immediately after giving effect to this Amendment except to the extent that such representations and warranties specifically refer to an earlier date, in which case they were true and correct as of such earlier date.

Section 5. Reaffirmation by Guarantors. Each of the Guarantors hereby reaffirms its continuing obligations to the Administrative Agent, the L/C Issuer, the Swing Line Lender and the Lenders under the Guaranty and agrees that the transactions contemplated by this Amendment shall not in any way affect the validity and enforceability of the Guaranty or reduce, impair or discharge the obligations of such Guarantor thereunder.

Section 6. Certain References. Each reference to the Credit Agreement in any of the Loan Documents shall be deemed to be a reference to the Credit Agreement, as amended by this Amendment. This Amendment is a Loan Document.

Section 7. Costs and Expenses. The Borrower shall reimburse the Administrative Agent for all reasonable out-of-pocket expenses (including attorneys’ fees) incurred by the Administrative Agent in connection with the preparation, negotiation and execution of this Amendment and the other agreements and documents executed and delivered in connection herewith.

Section 8. Benefits. This Amendment shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns.

Section 9. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS EXECUTED, AND TO BE FULLY PERFORMED, IN SUCH STATE.

Section 10. Effect; Ratification. Except as expressly herein amended, the terms and conditions of the Credit Agreement and the other Loan Documents remain in full force and effect. The amendment contained herein shall be deemed to have prospective application only. The Credit Agreement is hereby ratified and confirmed in all respects. Nothing in this Amendment shall limit, impair or constitute a waiver of the rights, powers or remedies available to the Administrative Agent, the L/C Issuer, the Swing Line Lender or the Lenders under the Credit Agreement or any other Loan Document.

Section 11. Counterparts. This Amendment may be executed in any number of counterparts, each of which shall be deemed to be an original and shall be binding upon all parties, their successors and assigns.

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Section 12. Definitions. All capitalized terms not otherwise defined herein are used herein with the respective definitions given them in the Credit Agreement.

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IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to Term Loan Agreement to be executed as of the date first above written.

AGREE LIMITED PARTNERSHIP,

a Delaware limited partnership

By: Agree Realty Corporation,

a Maryland corporation, its sole general partner

By: _________________________________

Name: Joel N. Agree

Title: President and Chief Executive Officer

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AGREE REALTY CORPORATION,

a Maryland corporation

By: _________________________________

Name: Joel N. Agree

Title: President and Chief Executive Officer

SUBSIDIARY GUARANTORS:AGREE 6 LA & MS, LLC,

a Delaware limited liability company

AGREE 1031, LLC,

a Delaware limited liability company

AGREE 117 MISSION, LLC,

a Michigan limited liability company

AGREE 17-92, LLC,

a Florida limited liability company

AGREE 2016, LLC,

a Delaware limited liability company

AGREE ALCOA TN LLC,

a Tennessee limited liability company

AGREE ALLENTOWN PA LLC,

a Pennsylvania limited liability company

AGREE ALTOONA, PA, LLC,

a Delaware limited liability company

AGREE AMERICUS GA, LLC,

a Delaware limited liability company

AGREE ANDERSON SC LLC,

a Delaware limited liability company

AGREE ANN ARBOR MI, LLC,

a Delaware limited liability company

AGREE ANN ARBOR STATE STREET, LLC,

a Michigan limited liability company

By:Agree Limited Partnership,

a Delaware limited partnership

Its: Sole Member

By:Agree Realty Corporation,

a Maryland corporation

Its:Sole General Partner

By: ________________

Joel N. Agree

Its: President and Chief Executive Officer

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AGREE ANTIOCH, LLC,

an Illinois limited liability company

AGREE APOPKA FL TP, LLC,

a Delaware limited liability company

AGREE APPLETON WI, LLC,

a Delaware limited liability company

AGREE ARCHER CHICAGO IL, LLC,

a Delaware limited liability company

AGREE ARLINGTON TX LLC,

a Texas limited liability company

AGREE ATCHISON, LLC,

a Kansas limited liability company

AGREE BALTIMORE MD, LLC,

a Delaware limited liability company

AGREE BELTON MO LLC,

a Delaware limited liability company

AGREE BELVIDERE IL, LLC,

an Illinois limited liability company

AGREE BERWYN IL LLC,

an Illinois limited liability company

AGREE BLOOMINGTON MN, LLC,

a Delaware limited liability company

AGREE BRENHAM TX, LLC,

a Delaware limited liability company

AGREE BRIGHTON, LLC,

a Delaware limited liability company

AGREE BROOKLYN OH LLC,

an Ohio limited liability company

By:Agree Limited Partnership,

a Delaware limited partnership

Its: Sole Member

By:Agree Realty Corporation,

a Maryland corporation

Its:Sole General Partner

By: ________________

Joel N. Agree

Its: President and Chief Executive Officer

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AGREE BUFFALO CENTER IA, LLC,

a Delaware limited liability company

AGREE BURLINGTON, LLC,

a Delaware limited liability company

AGREE CANNON STATION LLC,

a Delaware limited liability company

AGREE CARLINVILLE IL, LLC,

a Delaware limited liability company

AGREE CEDAR PARK TX, LLC,

a Delaware limited liability company

AGREE CENTER POINT BIRMINGHAM AL LLC, an Alabama limited liability company

AGREE CHANDLER, LLC,

an Arizona limited liability company

AGREE CHARLOTTE POPLAR, LLC,

a North Carolina limited liability company

AGREE CHICAGO KEDZIE, LLC,

an Illinois limited liability company

AGREE COCHRAN GA, LLC,

a Georgia limited liability company

AGREE COLUMBIA SC, LLC,

a Delaware limited liability company

AGREE COLUMBUS OH, LLC,

a Delaware limited liability company

AGREE CONCORD, LLC,

a North Carolina limited liability company

AGREE CRYSTAL RIVER FL, LLC,

a Delaware limited liability company

AGREE CW, LLC,

a Delaware limited liability company

AGREE DANIEL MORGAN AVENUE SPARTANBURG SC LLC, a South Carolina limited liability company

AGREE DAVENPORT IA, LLC,
a Delaware limited liability company

AGREE DES MOINES IA, LLC,

a Delaware limited liability company

By:Agree Limited Partnership,

a Delaware limited partnership

Its: Sole Member

By:Agree Realty Corporation,

a Maryland corporation

Its:Sole General Partner

By: ________________

Joel N. Agree

Its: President and Chief Executive Officer

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AGREE DONNA TX, LLC,

a Delaware limited liability company

AGREE DORAVILLE GA, LLC,

a Delaware limited liability company

AGREE DT JACKSONVILLE NC, LLC,

a Delaware limited liability company

AGREE EAST PALATKA, LLC,

a Florida limited liability company

AGREE EDMOND OK, LLC,

a Delaware limited liability company

AGREE EGG HARBOR NJ, LLC,

a Delaware limited liablity company

AGREE EVERGREEN CO, LLC,

a Delaware limited liability company

AGREE FACILITY NO. I, L.L.C.,

a Delaware limited liability company

AGREE FARMINGTON NM, LLC,

a Delaware limited liability company

AGREE FOREST MS LLC,

a Mississippi limited liability company

AGREE FOREST VA LLC,

a Virginia limited liability company

AGREE FORKED RIVER NJ, LLC,

a Delaware limited liability company

AGREE FORT MILL SC, LLC,

a South Carolina limited liability company

AGREE FORT WORTH TX, LLC,

a Delaware limited liability company

AGREE FUQUAY-VARINA, LLC,

a North Carolina limited liability company

AGREE GAS CITY IN, LLC,

a Delaware limited liability company

AGREE GRAND CHUTE WI LLC,

a Delaware limited liability company

AGREE GRAND FORKS, LLC,

a North Dakota limited liability company

By:Agree Limited Partnership,

a Delaware limited partnership

Its: Sole Member

By:Agree Realty Corporation,

a Maryland corporation

Its:Sole General Partner

By: ________________

Joel N. Agree

Its: President and Chief Executive Officer

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AGREE GRANDVIEW HEIGHTS OH, LLC,

a Delaware limited liability company

AGREE HARLINGEN LLC,

a Texas limited liability company

AGREE HAZARD KY, LLC,

a Delaware limited liability company

AGREE HOLLY SPRINGS MS, LLC,

a Delaware limited liability company

AGREE HOPKINSVILLE KY, LLC,

a Delaware limited liability company

AGREE IL & VA, LLC,

a Delaware limited liability company

AGREE INDIANAPOLIS GLENDALE LLC,

a Delaware limited liability company

AGREE INDIANAPOLIS IN II, LLC,

a Delaware limited liability company

AGREE JACKSON MS, LLC,

a Delaware limited liability company

AGREE JACKSONVILLE NC, LLC,

a North Carolina limited liability company

AGREE JOHNSTOWN, LLC,

an Ohio limited liability company

AGREE JOHNSTOWN PA, LLC,

a Delaware limited liability company

AGREE JOPLIN MO LLC,

a Missouri limited liability company

AGREE JUNCTION CITY KS LLC,

a Delaware limited liability company

AGREE K&G JOPLIN MO, LLC,

a Delaware limited liability company

AGREE K&G OK, LLC,

a Delaware limited liability company

AGREE KENTWOOD LA, LLC,

a Delaware limited liability company

AGREE KIRKLAND WA, LLC,

a Delaware limited liability company

AGREE LAKE IN THE HILLS, LLC,

an Illinois limited liability company

By:Agree Limited Partnership,

a Delaware limited partnership

Its: Sole Member

By:Agree Realty Corporation,

a Maryland corporation

Its:Sole General Partner

By: ________________

Joel N. Agree

Its: President and Chief Executive Officer

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AGREE LAKE ZURICH IL, LLC,

an Illinois limited liability company

AGREE LEBANON VA, LLC,

a Virginia limited liability company

AGREE LIGONIER PA LLC,

a Pennsylvania limited liability company

AGREE LOWELL AR, LLC,

a Delaware limited liability company

AGREE LYONS GA LLC.,

a Georgia limited liability company

AGREE M-59, LLC,

a Michigan limited liability company

AGREE MADISONVILLE TX LLC,

a Texas limited liability company

AGREE MAGNOLIA KNOXVILLE TN LLC,

a Tennessee limited liability company

AGREE MANASSAS VA, LLC,

a Delaware limited liability company

AGREE MANCHESTER LLC,

a Connecticut limited liability company

AGREE MANSFIELD, LLC,

a Connecticut limited liability company

AGREE MARSHALL MI OUTLOT, LLC,

a Delaware limited liability company

AGREE MATTHEWS NC, LLC,

a Delaware limited liability company

AGREE MAUMEE OH, LLC,

a Delaware limited liability companyh

AGREE MCKINNEY TX LLC,

a Texas limited liability company

AGREE MCW, LLC,

a Delaware limited liability company

AGREE MEMPHIS GETWELL, LLC,

a Tennessee limited liability company

AGREE MERRITT ISLAND FL, LLC,

a Delaware limited liability company

By:Agree Limited Partnership,

a Delaware limited partnership

Its: Sole Member

By:Agree Realty Corporation,

a Maryland corporation

Its:Sole General Partner

By: ________________

Joel N. Agree

Its: President and Chief Executive Officer

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AGREE MIDDLETOWN OH, LLC,

a Delaware limited liability company

AGREE MILLSBORO DE, LLC,

a Delaware limited liability company

AGREE MINNEAPOLIS CLINTON AVE, LLC,

a Minnesota limited liability company

AGREE MINOT ND, LLC,

a Delaware limited liability company

AGREE MONROE MI, LLC,

a Delaware limited liability company

AGREE MONTGOMERY AL LLC,

an Alabama limited liability company

AGREE MORROW GA, LLC,

a Georgia limited liability company

AGREE MT. DORA FL, LLC,

a Delaware limited liability company

AGREE NAMPA ID, LLC,

a Delaware limited liability company

AGREE NASHUA NH, LLC,

a Delaware limited liability company

AGREE NEOSHO MO, LLC,

a Delaware limited liability company

AGREE NEW LENOX, LLC,

an Illinois limited liability company

AGREE NEW LENOX 2, LLC,

an Illinois limited liability company

AGREE NORTH BRANCH MN, LLC,

a Delaware limited liability company

AGREE NORTH LAS VEGAS, LLC,

a Nevada limited liability company

AGREE NORTH MIAMI BEACH FL, LLC,

a Delaware limited liability company

AGREE NOVI MI LLC,

a Michigan limited liability company

AGREE ONAWAY MI, LLC,

a Delaware limited liability company

By:Agree Limited Partnership,

a Delaware limited partnership

Its: Sole Member

By:Agree Realty Corporation,

a Maryland corporation

Its:Sole General Partner

By: ________________

Joel N. Agree

Its: President and Chief Executive Officer

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[Signature Page to First Amendment to Term Loan Agreement for Agree Limited Partnership]

AGREE ORANGE & MCCOY, LLC,

a Florida limited liability company

AGREE OXFORD COMMONS AL, LLC,

a Delaware limited liability company

AGREE PALAFOX PENSACOLA FL, LLC,

a Delaware limited liability company

AGREE PARAMUS NJ, LLC,

a Delaware limited liability company

AGREE PENSACOLA LLC,

a Florida limited liability company

AGREE PENSACOLA NINE MILE LLC,

a Florida limited liability company

AGREE PINELLAS PARK, LLC,

a Florida limited liability company

AGREE PLAINFIELD LLC,

a Michigan limited liability company

AGREE PLYMOUTH MI, LLC,

a Delaware limited liability company

AGREE POINCIANA, LLC,

a Florida limited liability company

AGREE POOLER GA, LLC,

a Delaware limited liability company

AGREE PORT ORANGE FL, LLC,

a Delaware limited liability company

AGREE PORT ST. JOHN, LLC,

a Delaware limited liability company

AGREE PORTLAND ME, LLC,

a Delaware limited liability company

AGREE PORTLAND OR, LLC,

a Delaware limited liability company

AGREE PROVO UT, LLC,

a Delaware limited liability company

AGREE RAPID CITY SD, LLC,

a South Dakota limited liability company

AGREE RICHMOND RI, LLC,

a Delaware limited liability company

By:Agree Limited Partnership,

a Delaware limited partnership

Its: Sole Member

By:Agree Realty Corporation,

a Maryland corporation

Its:Sole General Partner

By: ________________

Joel N. Agree

Its: President and Chief Executive Officer

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AGREE RICHMOND VA, LLC,

a Delaware limited liability company

AGREE RIVERSIDE IA, LLC,

a Delaware limited liability company

AGREE ROCHESTER NY LLC,

a New York limited liability company

AGREE ROCKFORD IL, LLC,

a Delaware limited liability company

AGREE RT AMITE LA, LLC,

a Delaware limited liability company

AGREE RT ARLINGTON TX, LLC,

a Delaware limited liability company

AGREE RT GULFPORT MS, LLC,

a Delaware limited liability company

AGREE RT JACKSON MS, LLC,

a Delaware limited liability company

AGREE RT PORT RICHEY FL, LLC,

a Delaware limited liability company

AGREE RT VILLA RICA GA, LLC,

a Delaware limited liability company

AGREE SALEM OR LLC,

a Delaware limited liability company

AGREE SARASOTA FL, LLC,

a Delaware limited liability company

AGREE SB, LLC,

a Delaware limited liability company

AGREE SOUTHFIELD, LLC,

a Michigan limited liability company

AGREE SPARTANBURG SC, LLC,

a South Carolina limited liability company

AGREE SPRINGFIELD IL, LLC,

an Illinois limited liability company

AGREE SPRINGFIELD MO, LLC,

a Delaware limited liability company

By:Agree Limited Partnership,

a Delaware limited partnership

Its: Sole Member

By:Agree Realty Corporation,

a Maryland corporation

Its:Sole General Partner

By: ________________

Joel N. Agree

Its: President and Chief Executive Officer

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AGREE SPRINGFIELD OH LLC,

a Delaware limited liability company

AGREE ST PETERSBURG, LLC,

a Florida limited liability company

AGREE ST. JOSEPH MO, LLC,

a Missouri limited liability company

AGREE STATESVILLE NC, LLC,

a Delaware limited liability company

AGREE STATHAM GA, LLC,

a Georgia limited liability company

AGREE STORES, LLC,

a Delaware limited liability company

AGREE SUN VALLEY NV LLC,

a Nevada limited liability company

AGREE SUNNYVALE CA, LLC,

a Delaware limited liability company

AGREE TERRE HAUTE IN LLC,

a Delaware limited liability company

AGREE TK, LLC,

a Delaware limited liability company

AGREE TOPEKA KS LLC,

a Delaware limited liability company

AGREE TRI-STATE LEASE, LLC,

a Delaware limited liability company

AGREE VENICE, LLC,

a Florida limited liability company

AGREE VERO BEACH FL, LLC,

a Delaware limited liability company

AGREE W 63RD CHICAGO IL, LLC,

a Delaware limited liability company

AGREE WARRENSVILLE HEIGHTS OH, LLC,

a Delaware limited liability company

AGREE WHEATON IL, LLC,

a Delaware limited liability company

By:Agree Limited Partnership,

a Delaware limited partnership

Its: Sole Member

By:Agree Realty Corporation,

a Maryland corporation

Its:Sole General Partner

By: ________________

Joel N. Agree

Its: President and Chief Executive Officer

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AGREE WHITTIER CA, LLC,

a Delaware limited liability company

AGREE WICHITA, LLC,

a Kansas limited liability company

AGREE WOODLAND PARK NJ, LLC,

a Delaware limited liability company

AGREE WOODSTOCK IL, LLC,

a Delaware limited liability company

INDIANAPOLIS STORE NO. 16 L.L.C.,

a Delaware limited liability company

LUNACORP, LLC,

a Delaware limited liability company

MT. PLEASANT OUTLOT I, LLC,

a Michigan limited liability company

MT. PLEASANT SHOPPING CENTER, L.L.C.,

a Michigan limited liability company

PACHYDERM CHATTANOOGA TN, LLC

a Delaware limited liability company

PACHYDERM MARIETTA GA, LLC

a Delaware limited liability company

PACHYDERM MYRTLE BEACH SC, LLC

a Delaware limited liability company

PACHYDERM PHILADELPHIA PA, LLC

a Delaware limited liability company

PACHYDERM PROPERTIES, LLC

a Delaware limited liability company

PACHYDERM RIVERDALE GA, LLC

a Delaware limited liability company

PACHYDERM WAITE PARK MN, LLC,

a Delaware limited liability company

PAINT PA, LLC

a Delaware limited liability company

PHARM NASHVILLE IN, LLC,

a Delaware limited liability company

By:Agree Limited Partnership,

a Delaware limited partnership

Its: Sole Member

By:Agree Realty Corporation,

a Maryland corporation

Its:Sole General Partner

By: ________________

Joel N. Agree

Its: President and Chief Executive Officer

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[Signature Page to First Amendment to Term Loan Agreement for Agree Limited Partnership]

PNC Bank, National Association,

as Administrative Agent and as a Lender

By: _____________________________________________________________________________________________

Name: _____________________________________________________________________________________

Title: _______________________________

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capital one, National Association,

as a Lender

By:___________________________________________________________________________________________

Name:___________________________________________________________________________________

Title:_____________________________________________________________________________________

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regions bank,

as a Lender

By:___________________________________________________________________________________________

Name:___________________________________________________________________________________

Title:_____________________________________________________________________________________

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suntrust bank,

as a Lender

By:___________________________________________________________________________________________

Name:___________________________________________________________________________________

Title:_____________________________________________________________________________________

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u.s. bank national association,

as a Lender

By:___________________________________________________________________________________________

Name:___________________________________________________________________________________

Title:_____________________________________________________________________________________

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raymond james bank, n.a.,

as a Lender

By:___________________________________________________________________________________________

Name:___________________________________________________________________________________

Title:_____________________________________________________________________________________

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stifel bank & trust,

as a Lender

By:___________________________________________________________________________________________

Name:___________________________________________________________________________________

Title:_____________________________________________________________________________________

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EXECUTION VERSION

Exhibit 10.3

SECOND AMENDMENT TO

AMENDED AND RESTATED REVOLVING CREDIT AND TERM LOAN AGREEMENT

This SECOND AMENDMENT TO AMENDED AND RESTATED REVOLVING CREDIT AND TERM LOAN AGREEMENT (this “Amendment”) dated as of May 6, 2019, by and among AGREE LIMITED PARTNERSHIP, a Delaware limited partnership (the “Borrower”), AGREE REALTY CORPORATION, a Maryland corporation (the “Parent”), each of the Lenders party hereto and PNC BANK, NATIONAL ASSOCIATION, as Administrative Agent (the “Administrative Agent”).

WHEREAS, the Borrower, the Parent, the Lenders, the Administrative Agent and certain other parties have entered into that certain Amended and Restated Revolving Credit and Term Loan Agreement dated as of December 15, 2016 (as amended by that certain First Amendment to Amended and Restated Revolving Credit and Term Loan Agreement, dated December 17, 2018, and as in effect immediately prior to the effectiveness of this Amendment, the “Credit Agreement”); and

WHEREAS, the Borrower, the Parent, the Lenders and the Administrative Agent desire to amend certain provisions of the Credit Agreement on the terms and conditions contained herein.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties hereto, the parties hereto agree as follows:

Section 1. Specific Amendment to Credit Agreement. Upon the effectiveness of this Amendment, the parties hereto agree that the Credit Agreement is hereby amended as set forth below:

(a)

The definition “EBITDA” set forth in Section 1.01 of the Credit Agreement is amended and restated to read as follows:

(b)

Section 1.03(a) of the Credit Agreement is amended and restated to read as follows:

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preparing the Audited Financial Statements, except as otherwise specifically prescribed herein. Notwithstanding the foregoing, for purposes of determining compliance with any covenant (including the computation of any financial covenant) contained herein, (i) Indebtedness of the Borrower and its Subsidiaries shall be deemed to be carried at 100% of the outstanding principal amount thereof, and the effects of FASB ASC 825 on financial liabilities shall be disregarded and (ii) shall be calculated without giving effect to Accounting Standards Codification 842 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) (and related interpretations) to the extent any lease (or similar arrangement conveying the right to use) would be required to be treated as a capital lease thereunder where such lease (or similar arrangement) would have been treated as an operating lease under GAAP as in effect immediately prior to the effectiveness of the Accounting Standards Codification 842; provided, however, that upon the reasonable request of the Administrative Agent or any Lender, the Borrower shall provide to the Administrative Agent and the Lenders financial statements and other documents setting forth a reconciliation between calculations of such covenant made before and after giving effect to Accounting Standards Codification 842 (or such other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) (and related interpretations).”

(a)a counterpart of this Amendment duly executed by the Borrower, the Parent, the Guarantors, the Administrative Agent and each of the Lenders party hereto;

(c)such other documents, agreements and instruments as the Administrative Agent, or any Lender through the Administrative Agent, may reasonably request.

Section 3. Representations. The Borrower represents and warrants to the Administrative Agent and the Lenders that:

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performance by, or enforcement against, any Loan Party of this Amendment or the Credit Agreement, as amended by this Amendment.

(d)No Default. No Default has occurred and is continuing as of the date hereof nor will exist immediately after giving effect to this Amendment.

Section 8. Benefits. This Amendment shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns.

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Section 12. Definitions. All capitalized terms not otherwise defined herein are used herein with the respective definitions given them in the Credit Agreement.

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IN WITNESS WHEREOF, the parties hereto have caused this Second Amendment to Amended and Restated Revolving Credit and Term Loan Agreement to be executed as of the date first above written.

AGREE LIMITED PARTNERSHIP,

a Delaware limited partnership

By: Agree Realty Corporation,

a Maryland corporation, its sole general partner

By: _________________________________

Name: Joel N. Agree

Title: President and Chief Executive Officer

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[Signature Page to Second Amendment to Amended and Restated Revolving Credit and Term Loan Agreement for Agree Limited Partnership]

AGREE REALTY CORPORATION,

a Maryland corporation

By: _________________________________

Name: Joel N. Agree

Title: President and Chief Executive Officer

SUBSIDIARY GUARANTORS:AGREE 6 LA & MS, LLC,

a Delaware limited liability company

AGREE 1031, LLC,

a Delaware limited liability company

AGREE 117 MISSION, LLC,

a Michigan limited liability company

AGREE 17-92, LLC,

a Florida limited liability company

AGREE 2016, LLC,

a Delaware limited liability company

AGREE ALCOA TN LLC,

a Tennessee limited liability company

AGREE ALLENTOWN PA LLC,

a Pennsylvania limited liability company

AGREE ALTOONA, PA, LLC,

a Delaware limited liability company

AGREE AMERICUS GA, LLC,

a Delaware limited liability company

AGREE ANDERSON SC LLC,

a Delaware limited liability company

AGREE ANN ARBOR MI, LLC,

a Delaware limited liability company

AGREE ANN ARBOR STATE STREET, LLC,

a Michigan limited liability company

By:Agree Limited Partnership,

a Delaware limited partnership

Its: Sole Member

By:Agree Realty Corporation,

a Maryland corporation

Its:Sole General Partner

By: ________________

Joel N. Agree

Its: President and Chief Executive Officer

[Signatures Continued on Next Page]

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[Signature Page to Second Amendment to Amended and Restated Revolving Credit and Term Loan Agreement for Agree Limited Partnership]

AGREE ANTIOCH, LLC,

an Illinois limited liability company

AGREE APOPKA FL TP, LLC,

a Delaware limited liability company

AGREE APPLETON WI, LLC,

a Delaware limited liability company

AGREE ARCHER CHICAGO IL, LLC,

a Delaware limited liability company

AGREE ARLINGTON TX LLC,

a Texas limited liability company

AGREE ATCHISON, LLC,

a Kansas limited liability company

AGREE BALTIMORE MD, LLC,

a Delaware limited liability company

AGREE BELTON MO LLC,

a Delaware limited liability company

AGREE BELVIDERE IL, LLC,

an Illinois limited liability company

AGREE BERWYN IL LLC,

an Illinois limited liability company

AGREE BLOOMINGTON MN, LLC,

a Delaware limited liability company

AGREE BRENHAM TX, LLC,

a Delaware limited liability company

AGREE BRIGHTON, LLC,

a Delaware limited liability company

AGREE BROOKLYN OH LLC,

an Ohio limited liability company

By:Agree Limited Partnership,

a Delaware limited partnership

Its: Sole Member

By:Agree Realty Corporation,

a Maryland corporation

Its:Sole General Partner

By: ________________

Joel N. Agree

Its: President and Chief Executive Officer

[Signatures Continued on Next Page]

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[Signature Page to Second Amendment to Amended and Restated Revolving Credit and Term Loan Agreement for Agree Limited Partnership]

AGREE BUFFALO CENTER IA, LLC,

a Delaware limited liability company

AGREE BURLINGTON, LLC,

a Delaware limited liability company

AGREE CANNON STATION LLC,

a Delaware limited liability company

AGREE CARLINVILLE IL, LLC,

a Delaware limited liability company

AGREE CEDAR PARK TX, LLC,

a Delaware limited liability company

AGREE CENTER POINT BIRMINGHAM AL LLC, an Alabama limited liability company

AGREE CHANDLER, LLC,

an Arizona limited liability company

AGREE CHARLOTTE POPLAR, LLC,

a North Carolina limited liability company

AGREE CHICAGO KEDZIE, LLC,

an Illinois limited liability company

AGREE COCHRAN GA, LLC,

a Georgia limited liability company

AGREE COLUMBIA SC, LLC,

a Delaware limited liability company

AGREE COLUMBUS OH, LLC,

a Delaware limited liability company

AGREE CONCORD, LLC,

a North Carolina limited liability company

AGREE CRYSTAL RIVER FL, LLC,

a Delaware limited liability company

AGREE CW, LLC,

a Delaware limited liability company

AGREE DANIEL MORGAN AVENUE SPARTANBURG SC LLC, a South Carolina limited liability company

AGREE DAVENPORT IA, LLC,
a Delaware limited liability company

AGREE DES MOINES IA, LLC,

a Delaware limited liability company

By:Agree Limited Partnership,

a Delaware limited partnership

Its: Sole Member

By:Agree Realty Corporation,

a Maryland corporation

Its:Sole General Partner

By: ________________

Joel N. Agree

Its: President and Chief Executive Officer

[Signatures Continued on Next Page]

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[Signature Page to Second Amendment to Amended and Restated Revolving Credit and Term Loan Agreement for Agree Limited Partnership]

AGREE DONNA TX, LLC,

a Delaware limited liability company

AGREE DORAVILLE GA, LLC,

a Delaware limited liability company

AGREE DT JACKSONVILLE NC, LLC,

a Delaware limited liability company

AGREE EAST PALATKA, LLC,

a Florida limited liability company

AGREE EDMOND OK, LLC,

a Delaware limited liability company

AGREE EGG HARBOR NJ, LLC,

a Delaware limited liablity company

AGREE EVERGREEN CO, LLC,

a Delaware limited liability company

AGREE FACILITY NO. I, L.L.C.,

a Delaware limited liability company

AGREE FARMINGTON NM, LLC,

a Delaware limited liability company

AGREE FOREST MS LLC,

a Mississippi limited liability company

AGREE FOREST VA LLC,

a Virginia limited liability company

AGREE FORKED RIVER NJ, LLC,

a Delaware limited liability company

AGREE FORT MILL SC, LLC,

a South Carolina limited liability company

AGREE FORT WORTH TX, LLC,

a Delaware limited liability company

AGREE FUQUAY-VARINA, LLC,

a North Carolina limited liability company

AGREE GAS CITY IN, LLC,

a Delaware limited liability company

AGREE GRAND CHUTE WI LLC,

a Delaware limited liability company

AGREE GRAND FORKS, LLC,

a North Dakota limited liability company

By:Agree Limited Partnership,

a Delaware limited partnership

Its: Sole Member

By:Agree Realty Corporation,

a Maryland corporation

Its:Sole General Partner

By: ________________

Joel N. Agree

Its: President and Chief Executive Officer

[Signatures Continued on Next Page]

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[Signature Page to Second Amendment to Amended and Restated Revolving Credit and Term Loan Agreement for Agree Limited Partnership]

AGREE GRANDVIEW HEIGHTS OH, LLC,

a Delaware limited liability company

AGREE HARLINGEN LLC,

a Texas limited liability company

AGREE HAZARD KY, LLC,

a Delaware limited liability company

AGREE HOLLY SPRINGS MS, LLC,

a Delaware limited liability company

AGREE HOPKINSVILLE KY, LLC,

a Delaware limited liability company

AGREE IL & VA, LLC,

a Delaware limited liability company

AGREE INDIANAPOLIS GLENDALE LLC,

a Delaware limited liability company

AGREE INDIANAPOLIS IN II, LLC,

a Delaware limited liability company

AGREE JACKSON MS, LLC,

a Delaware limited liability company

AGREE JACKSONVILLE NC, LLC,

a North Carolina limited liability company

AGREE JOHNSTOWN, LLC,

an Ohio limited liability company

AGREE JOHNSTOWN PA, LLC,

an Ohio limited liability company

AGREE JOPLIN MO LLC,

a Missouri limited liability company

AGREE JUNCTION CITY KS LLC,

a Delaware limited liability company

AGREE K&G JOPLIN MO, LLC,

a Delaware limited liability company

AGREE K&G OK, LLC,

a Delaware limited liability company

AGREE KENTWOOD LA, LLC,

a Delaware limited liability company

AGREE KIRKLAND WA, LLC,

a Delaware limited liability company

AGREE LAKE IN THE HILLS, LLC,

an Illinois limited liability company

By:Agree Limited Partnership,

a Delaware limited partnership

Its: Sole Member

By:Agree Realty Corporation,

a Maryland corporation

Its:Sole General Partner

By: ________________

Joel N. Agree

Its: President and Chief Executive Officer

[Signatures Continued on Next Page]

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[Signature Page to Second Amendment to Amended and Restated Revolving Credit and Term Loan Agreement for Agree Limited Partnership]

AGREE LAKE ZURICH IL, LLC,

an Illinois limited liability company

AGREE LEBANON VA, LLC,

a Virginia limited liability company

AGREE LIGONIER PA LLC,

a Pennsylvania limited liability company

AGREE LOWELL AR, LLC,

a Delaware limited liability company

AGREE LYONS GA LLC.,

a Georgia limited liability company

AGREE M-59, LLC,

a Michigan limited liability company

AGREE MADISONVILLE TX LLC,

a Texas limited liability company

AGREE MAGNOLIA KNOXVILLE TN LLC,

a Tennessee limited liability company

AGREE MANASSAS VA, LLC,

a Delaware limited liability company

AGREE MANCHESTER LLC,

a Connecticut limited liability company

AGREE MANSFIELD, LLC,

a Connecticut limited liability company

AGREE MARSHALL MI OUTLOT, LLC,

a Delaware limited liability company

AGREE MATTHEWS NC, LLC,

a Delaware limited liability company

AGREE MAUMEE OH, LLC,

a Delaware limited liability company

AGREE MCKINNEY TX LLC,

a Texas limited liability company

AGREE MCW, LLC,

a Delaware limited liability company

AGREE MEMPHIS GETWELL, LLC,

a Tennessee limited liability company

AGREE MERRITT ISLAND FL, LLC,

a Delaware limited liability company

By:Agree Limited Partnership,

a Delaware limited partnership

Its: Sole Member

By:Agree Realty Corporation,

a Maryland corporation

Its:Sole General Partner

By: ________________

Joel N. Agree

Its: President and Chief Executive Officer

[Signatures Continued on Next Page]

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[Signature Page to Second Amendment to Amended and Restated Revolving Credit and Term Loan Agreement for Agree Limited Partnership]

AGREE MIDDLETOWN OH, LLC,

a Delaware limited liability company

AGREE MILLSBORO DE, LLC,

a Delaware limited liability company

AGREE MINNEAPOLIS CLINTON AVE, LLC,

a Minnesota limited liability company

AGREE MINOT ND, LLC,

a Delaware limited liability company

AGREE MONROE MI, LLC,

a Delaware limited liability company

AGREE MONTGOMERY AL LLC,

an Alabama limited liability company

AGREE MORROW GA, LLC,

a Georgia limited liability company

AGREE MT. DORA FL, LLC,

a Delaware limited liability company

AGREE NAMPA ID, LLC,

a Delaware limited liability company

AGREE NASHUA NH, LLC,

a Delaware limited liability company

AGREE NEOSHO MO, LLC,

a Delaware limited liability company

AGREE NEW LENOX, LLC,

an Illinois limited liability company

AGREE NEW LENOX 2, LLC,

an Illinois limited liability company

AGREE NORTH BRANCH MN, LLC,

a Delaware limited liability company

AGREE NORTH LAS VEGAS, LLC,

a Nevada limited liability company

AGREE NORTH MIAMI BEACH FL, LLC,

a Delaware limited liability company

AGREE NOVI MI LLC,

a Michigan limited liability company

AGREE ONAWAY MI, LLC,

a Delaware limited liability company

By:Agree Limited Partnership,

a Delaware limited partnership

Its: Sole Member

By:Agree Realty Corporation,

a Maryland corporation

Its:Sole General Partner

By: ________________

Joel N. Agree

Its: President and Chief Executive Officer

[Signatures Continued on Next Page

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[Signature Page to Second Amendment to Amended and Restated Revolving Credit and Term Loan Agreement for Agree Limited Partnership]

AGREE ORANGE & MCCOY, LLC,

a Florida limited liability company

AGREE OXFORD COMMONS AL, LLC,

a Delaware limited liability company

AGREE PALAFOX PENSACOLA FL, LLC,

a Delaware limited liability company

AGREE PARAMUS NJ, LLC,

a Delaware limited liability company

AGREE PENSACOLA LLC,

a Florida limited liability company

AGREE PENSACOLA NINE MILE LLC,

a Florida limited liability company

AGREE PINELLAS PARK, LLC,

a Florida limited liability company

AGREE PLAINFIELD LLC,

a Michigan limited liability company

AGREE PLYMOUTH MI, LLC,

a Delaware limited liability company

AGREE POINCIANA, LLC,

a Florida limited liability company

AGREE POOLER GA, LLC,

a Delaware limited liability company

AGREE PORT ORANGE FL, LLC,

a Delaware limited liability company

AGREE PORTLAND ME, LLC,

a Delaware limited liability company

AGREE PORTLAND OR, LLC,

a Delaware limited liability company

AGREE PROVO UT, LLC,

a Delaware limited liability company

AGREE RAPID CITY SD, LLC,

a South Dakota limited liability company

AGREE RICHMOND RI, LLC,

a Delaware limited liability company

By:Agree Limited Partnership,

a Delaware limited partnership

Its: Sole Member

By:Agree Realty Corporation,

a Maryland corporation

Its:Sole General Partner

By: ________________

Joel N. Agree

Its: President and Chief Executive Officer

[Signatures Continued on Next Page]

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[Signature Page to Second Amendment to Amended and Restated Revolving Credit and Term Loan Agreement for Agree Limited Partnership]

AGREE RICHMOND VA, LLC,

a Delaware limited liability company

AGREE RIVERSIDE IA, LLC,

a Delaware limited liability company

AGREE ROCHESTER NY LLC,

a New York limited liability company

AGREE ROCKFORD IL, LLC,

a Delaware limited liability company

AGREE RT AMITE LA, LLC,

a Delaware limited liability company

AGREE RT ARLINGTON TX, LLC,

a Delaware limited liability company

AGREE RT GULFPORT MS, LLC,

a Delaware limited liability company

AGREE RT JACKSON MS, LLC,

a Delaware limited liability company

AGREE RT PORT RICHEY FL, LLC,

a Delaware limited liability company

AGREE RT VILLA RICA GA, LLC,

a Delaware limited liability company

AGREE SALEM OR LLC,

a Delaware limited liability company

AGREE SARASOTA FL, LLC,

a Delaware limited liability company

AGREE SB, LLC,

a Delaware limited liability company

AGREE SOUTHFIELD, LLC,

a Michigan limited liability company

AGREE SPARTANBURG SC, LLC,

a South Carolina limited liability company

AGREE SPRINGFIELD IL, LLC,

an Illinois limited liability company

AGREE SPRINGFIELD MO, LLC,

a Delaware limited liability company

By:Agree Limited Partnership,

a Delaware limited partnership

Its: Sole Member

By:Agree Realty Corporation,

a Maryland corporation

Its:Sole General Partner

By: ________________

Joel N. Agree

Its: President and Chief Executive Officer

[Signatures Continued on Next Page]

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[Signature Page to Second Amendment to Amended and Restated Revolving Credit and Term Loan Agreement for Agree Limited Partnership]

AGREE SPRINGFIELD OH LLC,

a Delaware limited liability company

AGREE ST PETERSBURG, LLC,

a Florida limited liability company

AGREE ST. JOSEPH MO, LLC,

a Missouri limited liability company

AGREE STATESVILLE NC, LLC,

a Delaware limited liability company

AGREE STATHAM GA, LLC,

a Georgia limited liability company

AGREE STORES, LLC,

a Delaware limited liability company

AGREE SUN VALLEY NV LLC,

a Nevada limited liability company

AGREE SUNNYVALE CA, LLC,

a Delaware limited liability company

AGREE TERRE HAUTE IN LLC,

a Delaware limited liability company

AGREE TK, LLC,

a Delaware limited liability company

AGREE TOPEKA KS LLC,

a Delaware limited liability company

AGREE TRI-STATE LEASE, LLC,

a Delaware limited liability company

AGREE VENICE, LLC,

a Florida limited liability company

AGREE VERO BEACH FL, LLC,

a Delaware limited liability company

AGREE W 63RD CHICAGO IL, LLC,

a Delaware limited liability company

AGREE WARRENSVILLE HEIGHTS OH, LLC,

a Delaware limited liability company

AGREE WHEATON IL, LLC,

a Delaware limited liability company

By:Agree Limited Partnership,

a Delaware limited partnership

Its: Sole Member

By:Agree Realty Corporation,

a Maryland corporation

Its:Sole General Partner

By: ________________

Joel N. Agree

Its: President and Chief Executive Officer

[Signatures Continued on Next Page]

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[Signature Page to Second Amendment to Amended and Restated Revolving Credit and Term Loan Agreement for Agree Limited Partnership]

AGREE WHITTIER CA, LLC,

a Delaware limited liability company

AGREE WICHITA, LLC,

a Kansas limited liability company

AGREE WOODLAND PARK NJ, LLC,

a Delaware limited liability company

AGREE WOODSTOCK IL, LLC,

a Delaware limited liability company

INDIANAPOLIS STORE NO. 16 L.L.C.,

a Delaware limited liability company

LUNACORP, LLC,

a Delaware limited liability company

MT. PLEASANT OUTLOT I, LLC,

a Michigan limited liability company

MT. PLEASANT SHOPPING CENTER, L.L.C.,

a Michigan limited liability company

PACHYDERM CHATTANOOGA TN, LLC

a Delaware limited liability company

PACHYDERM MARIETTA GA, LLC

a Delaware limited liability company

PACHYDERM MYRTLE BEACH SC, LLC

a Delaware limited liability company

PACHYDERM PHILADELPHIA PA, LLC

a Delaware limited liability company

PACHYDERM PROPERTIES, LLC

a Delaware limited liability company

PACHYDERM RIVERDALE GA, LLC

a Delaware limited liability company

PACHYDERM WAITE PARK MN, LLC,

a Delaware limited liability company

PAINT PA, LLC

a Delaware limited liability company

PHARM NASHVILLE IN, LLC,

a Delaware limited liability company

By:Agree Limited Partnership,

a Delaware limited partnership

Its: Sole Member

By:Agree Realty Corporation,

a Maryland corporation

Its:Sole General Partner

By: ________________

Joel N. Agree

Its: President and Chief Executive Officer

[Signatures Continued on Next Page]

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[Signature Page to Second Amendment to Amended and Restated Revolving Credit and Term Loan Agreement for Agree Limited Partnership]

PNC Bank, National Association,

as Administrative Agent, L/C Issuer, Swing Line Lender and a Lender

By: _____________________________________________________________________________________________

Name: _____________________________________________________________________________________

Title: _______________________________

[Signatures Continued on Next Page]

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[Signature Page to Second Amendment to Amended and Restated Revolving Credit and Term Loan Agreement for Agree Limited Partnership]

CITIBANK, N.A.,

as a Lender

By: _____________________________________________________________________________________________

Name: _____________________________________________________________________________________

Title: _______________________________

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[Signature Page to Second Amendment to Amended and Restated Revolving Credit and Term Loan Agreement for Agree Limited Partnership]

wells fargo bank, national association,

as a Lender

By: _____________________________________________________________________________________________

Name: _____________________________________________________________________________________

Title: _______________________________

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[Signature Page to Second Amendment to Amended and Restated Revolving Credit and Term Loan Agreement for Agree Limited Partnership]

CAPITAL ONE, NATIONAL ASSOCIATIOn,

as a Lender

By:___________________________________________________________________________________________

Name:___________________________________________________________________________________

Title:_____________________________________________________________________________________

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[Signature Page to Second Amendment to Amended and Restated Revolving Credit and Term Loan Agreement for Agree Limited Partnership]

REGIONS BANK,

as a Lender

By:___________________________________________________________________________________________

Name:___________________________________________________________________________________

Title:_____________________________________________________________________________________

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[Signature Page to Second Amendment to Amended and Restated Revolving Credit and Term Loan Agreement for Agree Limited Partnership]

SUNTRUST BANK,

as a Lender

By:___________________________________________________________________________________________

Name:___________________________________________________________________________________

Title:_____________________________________________________________________________________

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[Signature Page to Second Amendment to Amended and Restated Revolving Credit and Term Loan Agreement for Agree Limited Partnership]

U.S. BANK NATIONAL ASSOCIATION,

as a Lender

By:___________________________________________________________________________________________

Name:___________________________________________________________________________________

Title:_____________________________________________________________________________________

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CITIZENS BANK, N.A.,

as a Lender

By: _____________________________________________________________________________________________

Name: _____________________________________________________________________________________

Title: _______________________________

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[Signature Page to Third Amendment to Term Loan Agreement for Agree Limited Partnership]

RAYMOND JAMES BANK, N.A.,

as a Lender

By:___________________________________________________________________________________________

Name:___________________________________________________________________________________

Title:_____________________________________________________________________________________

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[Signature Page to Third Amendment to Term Loan Agreement for Agree Limited Partnership]

STIFEL BANK & TRUST,

as a Lender

By:___________________________________________________________________________________________

Name:___________________________________________________________________________________

Title:_____________________________________________________________________________________

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Exhibit 10.4

tHIRD AMENDMENT TO TERM LOAN AGREEMENT

This THIRD AMENDMENT TO TERM LOAN AGREEMENT (this “Amendment”) dated as of May 6, 2019, by and among AGREE LIMITED PARTNERSHIP, a Delaware limited partnership (the “Borrower”), AGREE REALTY CORPORATION, a Maryland corporation (the “Parent”), the other Guarantors party hereto, each of the Lenders party hereto and CAPITAL ONE, NATIONAL ASSOCIATION, as Administrative Agent (the “Administrative Agent”).

WHEREAS, the Borrower, the Lenders, the Administrative Agent and certain other parties have entered into that certain Term Loan Agreement dated as of July 1, 2016 (as amended by that certain First Amendment and Joinder to Term Loan Agreement, dated as of December 15, 2016, as amended by that certain Second Amendment to Term Loan Agreement, dated as of November 2, 2018, as amended and in effect immediately prior to the effectiveness of this Amendment, the “Loan Agreement”); and

WHEREAS, the Borrower, the Lenders and the Administrative Agent desire to amend certain provisions of the Loan Agreement on the terms and conditions contained herein.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties hereto, the parties hereto agree as follows:

Section 1. Specific Amendment to Loan Agreement. Upon the satisfaction of the conditions set forth in Section 2 hereof, the parties hereto agree that the Loan Agreement is amended as follows:

(a)

The definition “EBITDA” set forth in Section 1.01 of the Credit Agreement is amended and restated to read as follows:

(b)

Section 1.03(a) of the Credit Agreement is amended and restated to read as follows:

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Section 2. Conditions Precedent. The effectiveness of this Amendment is subject to satisfaction of the following conditions:

(a)receipt by the Administrative Agent of a counterpart of this Amendment duly executed by the Borrower, the Parent, the other Loan Parties party hereto, the Administrative Agent and each of the Lenders;

(b)receipt by the Administrative Agent of satisfactory evidence that all fees, expenses and reimbursement amounts due and payable to the Administrative Agent and the Arrangers, including without limitation, the reasonable fees and expenses of counsel to the Administrative Agent, have been paid; and

(c)receipt by the Administrative Agent of such other documents, agreements and instruments as the Administrative Agent, or any Lender through the Administrative Agent, may reasonably request.

Section 3. Representations. The Borrower represents and warrants to the Administrative Agent and the Lenders that:

(a)Authorization; No Contravention. The execution and delivery of the Amendment by each Loan Party party thereto, and the performance by each Loan Party of this Amendment and the Loan Agreement, as amended by this Amendment, have been duly authorized by all necessary corporate or other organizational action, and do not and will not (a) contravene the terms of each such Person’s Organization Documents; (b) conflict with or result in any breach or contravention of, or the creation of any Lien under, or require any payment to be made under (i) any Contractual Obligation to which such Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject; or (c) violate any Law.

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performance by, or enforcement against, any Loan Party of this Amendment or the Loan Agreement, as amended by this Amendment.

(c)Binding Effect. This Amendment has been duly executed and delivered by each Loan Party that is a party hereto. Each of this Amendment and the Loan Agreement, as amended by this Amendment, constitutes a legal, valid and binding obligation of each Loan Party a party thereto, enforceable against such Loan Party in accordance with its terms.

(d)No Default. No Default has occurred and is continuing as of the date hereof nor will exist immediately after giving effect to this Amendment.

Section 4. Reaffirmation of Representations. The Borrower and the Parent hereby repeats and reaffirms all representations and warranties made or deemed made by the Borrower or the Parent, as applicable, to the Administrative Agent and the Lenders in the Loan Agreement as amended by this Amendment and the other Loan Documents on and as of the date hereof with the same force and effect as if such representations and warranties were set forth in this Amendment in full and such representations and warranties are true and correct in all material respects on and as of the date hereof immediately after giving effect to this Amendment except to the extent that such representations and warranties specifically refer to an earlier date, in which case they were true and correct as of such earlier date.

Section 5. Reaffirmation by Guarantors. Each of the Guarantors (including the Parent) hereby reaffirms its continuing obligations to the Administrative Agent and the Lenders under the Guaranty and agrees that the transactions contemplated by this Amendment shall not in any way affect the validity and enforceability of the Guaranty or reduce, impair or discharge the obligations of such Guarantor thereunder.

Section 6. Certain References. Upon the effectiveness of the amendments set forth herein, each reference to the Loan Agreement in any of the Loan Documents shall be deemed to be a reference to the Loan Agreement, as amended by this Amendment. This Amendment is a Loan Document.

Section 8. Benefits. This Amendment shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns.

Section 10. Effect; Ratification. Except as expressly herein amended, the terms and conditions of the Loan Agreement and the other Loan Documents remain in full force and effect. The amendments contained herein shall be deemed to have prospective application from the effectiveness thereof only. The Loan Agreement is hereby ratified and confirmed in all respects. Nothing in this Amendment shall limit, impair or constitute a waiver of the rights, powers or remedies available to the Administrative Agent or the Lenders under the Loan Agreement or any other Loan Document.

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Section 12. Definitions. All capitalized terms not otherwise defined herein are used herein with the respective definitions given them in the Loan Agreement.

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IN WITNESS WHEREOF, the parties hereto have caused this Third Amendment to Term Loan Agreement to be executed as of the date first above written.

AGREE LIMITED PARTNERSHIP,

a Delaware limited partnership

By: Agree Realty Corporation,

a Maryland corporation, its sole general partner

By: _________________________________

Name: Joel N. Agree

Title: President and Chief Executive Officer

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[Signature Page to Third Amendment to Term Loan Agreement for Agree Limited Partnership]

AGREE REALTY CORPORATION,

a Maryland corporation

By: _________________________________

Name: Joel N. Agree

Title: President and Chief Executive Officer

SUBSIDIARY GUARANTORS:AGREE 6 LA & MS, LLC,

a Delaware limited liability company

AGREE 1031, LLC,

a Delaware limited liability company

AGREE 117 MISSION, LLC,

a Michigan limited liability company

AGREE 17-92, LLC,

a Florida limited liability company

AGREE 2016, LLC,

a Delaware limited liability company

AGREE ALCOA TN LLC,

a Tennessee limited liability company

AGREE ALLENTOWN PA LLC,

a Pennsylvania limited liability company

AGREE ALTOONA, PA, LLC,

a Delaware limited liability company

AGREE AMERICUS GA, LLC,

a Delaware limited liability company

AGREE ANDERSON SC LLC,

a Delaware limited liability company

AGREE ANN ARBOR MI, LLC,

a Delaware limited liability company

AGREE ANN ARBOR STATE STREET, LLC,

a Michigan limited liability company

By:Agree Limited Partnership,

a Delaware limited partnership

Its: Sole Member

By:Agree Realty Corporation,

a Maryland corporation

Its:Sole General Partner

By: ________________

Joel N. Agree

Its: President and Chief Executive Officer

[Signatures Continued on Next Page]

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[Signature Page to Third Amendment to Term Loan Agreement for Agree Limited Partnership]

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[Signature Page to Third Amendment to Term Loan Agreement for Agree Limited Partnership]

AGREE ANTIOCH, LLC,

an Illinois limited liability company

AGREE APOPKA FL TP, LLC,

a Delaware limited liability company

AGREE APPLETON WI, LLC,

a Delaware limited liability company

AGREE ARCHER CHICAGO IL, LLC,

a Delaware limited liability company

AGREE ARLINGTON TX LLC,

a Texas limited liability company

AGREE ATCHISON, LLC,

a Kansas limited liability company

AGREE BALTIMORE MD, LLC,

a Delaware limited liability company

AGREE BELTON MO LLC,

a Delaware limited liability company

AGREE BELVIDERE IL, LLC,

an Illinois limited liability company

AGREE BERWYN IL LLC,

an Illinois limited liability company

AGREE BLOOMINGTON MN, LLC,

a Delaware limited liability company

AGREE BRENHAM TX, LLC,

a Delaware limited liability company

AGREE BRIGHTON, LLC,

a Delaware limited liability company

AGREE BROOKLYN OH LLC,

an Ohio limited liability company

By:Agree Limited Partnership,

a Delaware limited partnership

Its: Sole Member

By:Agree Realty Corporation,

a Maryland corporation

Its:Sole General Partner

By: ________________

Joel N. Agree

Its: President and Chief Executive Officer

[Signatures Continued on Next Page]

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[Signature Page to Third Amendment to Term Loan Agreement for Agree Limited Partnership]

AGREE BUFFALO CENTER IA, LLC,

a Delaware limited liability company

AGREE BURLINGTON, LLC,

a Delaware limited liability company

AGREE CANNON STATION LLC,

a Delaware limited liability company

AGREE CARLINVILLE IL, LLC,

a Delaware limited liability company

AGREE CEDAR PARK TX, LLC,

a Delaware limited liability company

AGREE CENTER POINT BIRMINGHAM AL LLC, an Alabama limited liability company

AGREE CHANDLER, LLC,

an Arizona limited liability company

AGREE CHARLOTTE POPLAR, LLC,

a North Carolina limited liability company

AGREE CHICAGO KEDZIE, LLC,

an Illinois limited liability company

AGREE COCHRAN GA, LLC,

a Georgia limited liability company

AGREE COLUMBIA SC, LLC,

a Delaware limited liability company

AGREE COLUMBUS OH, LLC,

a Delaware limited liability company

AGREE CONCORD, LLC,

a North Carolina limited liability company

AGREE CRYSTAL RIVER FL, LLC,

a Delaware limited liability company

AGREE CW, LLC,

a Delaware limited liability company

AGREE DANIEL MORGAN AVENUE SPARTANBURG SC LLC, a South Carolina limited liability company

AGREE DAVENPORT IA, LLC,
a Delaware limited liability company

AGREE DES MOINES IA, LLC,

a Delaware limited liability company

By:Agree Limited Partnership,

a Delaware limited partnership

Its: Sole Member

By:Agree Realty Corporation,

a Maryland corporation

Its:Sole General Partner

By: ________________

Joel N. Agree

Its: President and Chief Executive Officer

[Signatures Continued on Next Page]

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[Signature Page to Third Amendment to Term Loan Agreement for Agree Limited Partnership]

AGREE DONNA TX, LLC,

a Delaware limited liability company

AGREE DORAVILLE GA, LLC,

a Delaware limited liability company

AGREE DT JACKSONVILLE NC, LLC,

a Delaware limited liability company

AGREE EAST PALATKA, LLC,

a Florida limited liability company

AGREE EDMOND OK, LLC,

a Delaware limited liability company

AGREE EGG HARBOR NJ, LLC,

a Delaware limited liablity company

AGREE EVERGREEN CO, LLC,

a Delaware limited liability company

AGREE FACILITY NO. I, L.L.C.,

a Delaware limited liability company

AGREE FARMINGTON NM, LLC,

a Delaware limited liability company

AGREE FOREST MS LLC,

a Mississippi limited liability company

AGREE FOREST VA LLC,

a Virginia limited liability company

AGREE FORKED RIVER NJ, LLC,

a Delaware limited liability company

AGREE FORT MILL SC, LLC,

a South Carolina limited liability company

AGREE FORT WORTH TX, LLC,

a Delaware limited liability company

AGREE FUQUAY-VARINA, LLC,

a North Carolina limited liability company

AGREE GAS CITY IN, LLC,

a Delaware limited liability company

AGREE GRAND CHUTE WI LLC,

a Delaware limited liability company

AGREE GRAND FORKS, LLC,

a North Dakota limited liability company

By:Agree Limited Partnership,

a Delaware limited partnership

Its: Sole Member

By:Agree Realty Corporation,

a Maryland corporation

Its:Sole General Partner

By: ________________

Joel N. Agree

Its: President and Chief Executive Officer

[Signatures Continued on Next Page]

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[Signature Page to Third Amendment to Term Loan Agreement for Agree Limited Partnership]

AGREE GRANDVIEW HEIGHTS OH, LLC,

a Delaware limited liability company

AGREE HARLINGEN LLC,

a Texas limited liability company

AGREE HAZARD KY, LLC,

a Delaware limited liability company

AGREE HOLLY SPRINGS MS, LLC,

a Delaware limited liability company

AGREE HOPKINSVILLE KY, LLC,

a Delaware limited liability company

AGREE IL & VA, LLC,

a Delaware limited liability company

AGREE INDIANAPOLIS GLENDALE LLC,

a Delaware limited liability company

AGREE INDIANAPOLIS IN II, LLC,

a Delaware limited liability company

AGREE JACKSON MS, LLC,

a Delaware limited liability company

AGREE JACKSONVILLE NC, LLC,

a North Carolina limited liability company

AGREE JOHNSTOWN, LLC,

an Ohio limited liability company

AGREE JOHNSTOWN PA, LLC,

a Delaware limited liability company

AGREE JOPLIN MO LLC,

a Missouri limited liability company

AGREE JUNCTION CITY KS LLC,

a Delaware limited liability company

AGREE K&G JOPLIN MO, LLC,

a Delaware limited liability company

AGREE K&G OK, LLC,

a Delaware limited liability company

AGREE KENTWOOD LA, LLC,

a Delaware limited liability company

AGREE KIRKLAND WA, LLC,

a Delaware limited liability company

AGREE LAKE IN THE HILLS, LLC,

an Illinois limited liability company

By:Agree Limited Partnership,

a Delaware limited partnership

Its: Sole Member

By:Agree Realty Corporation,

a Maryland corporation

Its:Sole General Partner

By: ________________

Joel N. Agree

Its: President and Chief Executive Officer

[Signatures Continued on Next Page]

30954261

[Signature Page to Third Amendment to Term Loan Agreement for Agree Limited Partnership]

AGREE LAKE ZURICH IL, LLC,

an Illinois limited liability company

AGREE LEBANON VA, LLC,

a Virginia limited liability company

AGREE LIGONIER PA LLC,

a Pennsylvania limited liability company

AGREE LOWELL AR, LLC,

a Delaware limited liability company

AGREE LYONS GA LLC.,

a Georgia limited liability company

AGREE M-59, LLC,

a Michigan limited liability company

AGREE MADISONVILLE TX LLC,

a Texas limited liability company

AGREE MAGNOLIA KNOXVILLE TN LLC,

a Tennessee limited liability company

AGREE MANASSAS VA, LLC,

a Delaware limited liability company

AGREE MANCHESTER LLC,

a Connecticut limited liability company

AGREE MANSFIELD, LLC,

a Connecticut limited liability company

AGREE MARSHALL MI OUTLOT, LLC,

a Delaware limited liability company

AGREE MATTHEWS NC, LLC,

a Delaware limited liability company

AGREE MAUMEE OH, LLC,

a Delaware limited liability companyh

AGREE MCKINNEY TX LLC,

a Texas limited liability company

AGREE MCW, LLC,

a Delaware limited liability company

AGREE MEMPHIS GETWELL, LLC,

a Tennessee limited liability company

AGREE MERRITT ISLAND FL, LLC,

a Delaware limited liability company

By:Agree Limited Partnership,

a Delaware limited partnership

Its: Sole Member

By:Agree Realty Corporation,

a Maryland corporation

Its:Sole General Partner

By: ________________

Joel N. Agree

Its: President and Chief Executive Officer

[Signatures Continued on Next Page]

30954261

[Signature Page to Third Amendment to Term Loan Agreement for Agree Limited Partnership]

AGREE MIDDLETOWN OH, LLC,

a Delaware limited liability company

AGREE MILLSBORO DE, LLC,

a Delaware limited liability company

AGREE MINNEAPOLIS CLINTON AVE, LLC,

a Minnesota limited liability company

AGREE MINOT ND, LLC,

a Delaware limited liability company

AGREE MONROE MI, LLC,

a Delaware limited liability company

AGREE MONTGOMERY AL LLC,

an Alabama limited liability company

AGREE MORROW GA, LLC,

a Georgia limited liability company

AGREE MT. DORA FL, LLC,

a Delaware limited liability company

AGREE NAMPA ID, LLC,

a Delaware limited liability company

AGREE NASHUA NH, LLC,

a Delaware limited liability company

AGREE NEOSHO MO, LLC,

a Delaware limited liability company

AGREE NEW LENOX, LLC,

an Illinois limited liability company

AGREE NEW LENOX 2, LLC,

an Illinois limited liability company

AGREE NORTH BRANCH MN, LLC,

a Delaware limited liability company

AGREE NORTH LAS VEGAS, LLC,

a Nevada limited liability company

AGREE NORTH MIAMI BEACH FL, LLC,

a Delaware limited liability company

AGREE NOVI MI LLC,

a Michigan limited liability company

AGREE ONAWAY MI, LLC,

a Delaware limited liability company

By:Agree Limited Partnership,

a Delaware limited partnership

Its: Sole Member

By:Agree Realty Corporation,

a Maryland corporation

Its:Sole General Partner

By: ________________

Joel N. Agree

Its: President and Chief Executive Officer

[Signatures Continued on Next Page]

30954261

[Signature Page to Third Amendment to Term Loan Agreement for Agree Limited Partnership]

AGREE ORANGE & MCCOY, LLC,

a Florida limited liability company

AGREE OXFORD COMMONS AL, LLC,

a Delaware limited liability company

AGREE PALAFOX PENSACOLA FL, LLC,

a Delaware limited liability company

AGREE PARAMUS NJ, LLC,

a Delaware limited liability company

AGREE PENSACOLA LLC,

a Florida limited liability company

AGREE PENSACOLA NINE MILE LLC,

a Florida limited liability company

AGREE PINELLAS PARK, LLC,

a Florida limited liability company

AGREE PLAINFIELD LLC,

a Michigan limited liability company

AGREE PLYMOUTH MI, LLC,

a Delaware limited liability company

AGREE POINCIANA, LLC,

a Florida limited liability company

AGREE POOLER GA, LLC,

a Delaware limited liability company

AGREE PORT ORANGE FL, LLC,

a Delaware limited liability company

AGREE PORT ST. JOHN, LLC,

a Delaware limited liability company

AGREE PORTLAND ME, LLC,

a Delaware limited liability company

AGREE PORTLAND OR, LLC,

a Delaware limited liability company

AGREE PROVO UT, LLC,

a Delaware limited liability company

AGREE RAPID CITY SD, LLC,

a South Dakota limited liability company

AGREE RICHMOND RI, LLC,

a Delaware limited liability company

By:Agree Limited Partnership,

a Delaware limited partnership

Its: Sole Member

By:Agree Realty Corporation,

a Maryland corporation

Its:Sole General Partner

By: ________________

Joel N. Agree

Its: President and Chief Executive Officer

[Signatures Continued on Next Page]

30954261

[Signature Page to Third Amendment to Term Loan Agreement for Agree Limited Partnership]

AGREE RICHMOND VA, LLC,

a Delaware limited liability company

AGREE RIVERSIDE IA, LLC,

a Delaware limited liability company

AGREE ROCHESTER NY LLC,

a New York limited liability company

AGREE ROCKFORD IL, LLC,

a Delaware limited liability company

AGREE RT AMITE LA, LLC,

a Delaware limited liability company

AGREE RT ARLINGTON TX, LLC,

a Delaware limited liability company

AGREE RT GULFPORT MS, LLC,

a Delaware limited liability company

AGREE RT JACKSON MS, LLC,

a Delaware limited liability company

AGREE RT PORT RICHEY FL, LLC,

a Delaware limited liability company

AGREE RT VILLA RICA GA, LLC,

a Delaware limited liability company

AGREE SALEM OR LLC,

a Delaware limited liability company

AGREE SARASOTA FL, LLC,

a Delaware limited liability company

AGREE SB, LLC,

a Delaware limited liability company

AGREE SOUTHFIELD, LLC,

a Michigan limited liability company

AGREE SPARTANBURG SC, LLC,

a South Carolina limited liability company

AGREE SPRINGFIELD IL, LLC,

an Illinois limited liability company

AGREE SPRINGFIELD MO, LLC,

a Delaware limited liability company

By:Agree Limited Partnership,

a Delaware limited partnership

Its: Sole Member

By:Agree Realty Corporation,

a Maryland corporation

Its:Sole General Partner

By: ________________

Joel N. Agree

Its: President and Chief Executive Officer

[Signatures Continued on Next Page]

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[Signature Page to Third Amendment to Term Loan Agreement for Agree Limited Partnership]

AGREE SPRINGFIELD OH LLC,

a Delaware limited liability company

AGREE ST PETERSBURG, LLC,

a Florida limited liability company

AGREE ST. JOSEPH MO, LLC,

a Missouri limited liability company

AGREE STATESVILLE NC, LLC,

a Delaware limited liability company

AGREE STATHAM GA, LLC,

a Georgia limited liability company

AGREE STORES, LLC,

a Delaware limited liability company

AGREE SUN VALLEY NV LLC,

a Nevada limited liability company

AGREE SUNNYVALE CA, LLC,

a Delaware limited liability company

AGREE TERRE HAUTE IN LLC,

a Delaware limited liability company

AGREE TK, LLC,

a Delaware limited liability company

AGREE TOPEKA KS LLC,

a Delaware limited liability company

AGREE TRI-STATE LEASE, LLC,

a Delaware limited liability company

AGREE VENICE, LLC,

a Florida limited liability company

AGREE VERO BEACH FL, LLC,

a Delaware limited liability company

AGREE W 63RD CHICAGO IL, LLC,

a Delaware limited liability company

AGREE WARRENSVILLE HEIGHTS OH, LLC,

a Delaware limited liability company

AGREE WHEATON IL, LLC,

a Delaware limited liability company

By:Agree Limited Partnership,

a Delaware limited partnership

Its: Sole Member

By:Agree Realty Corporation,

a Maryland corporation

Its:Sole General Partner

By: ________________

Joel N. Agree

Its: President and Chief Executive Officer

[Signatures Continued on Next Page]

30954261

[Signature Page to Third Amendment to Term Loan Agreement for Agree Limited Partnership]

AGREE WHITTIER CA, LLC,

a Delaware limited liability company

AGREE WICHITA, LLC,

a Kansas limited liability company

AGREE WOODLAND PARK NJ, LLC,

a Delaware limited liability company

AGREE WOODSTOCK IL, LLC,

a Delaware limited liability company

INDIANAPOLIS STORE NO. 16 L.L.C.,

a Delaware limited liability company

LUNACORP, LLC,

a Delaware limited liability company

MT. PLEASANT OUTLOT I, LLC,

a Michigan limited liability company

MT. PLEASANT SHOPPING CENTER, L.L.C.,

a Michigan limited liability company

PACHYDERM CHATTANOOGA TN, LLC

a Delaware limited liability company

PACHYDERM MARIETTA GA, LLC

a Delaware limited liability company

PACHYDERM MYRTLE BEACH SC, LLC

a Delaware limited liability company

PACHYDERM PHILADELPHIA PA, LLC

a Delaware limited liability company

PACHYDERM PROPERTIES, LLC

a Delaware limited liability company

PACHYDERM RIVERDALE GA, LLC

a Delaware limited liability company

PACHYDERM WAITE PARK MN, LLC,

a Delaware limited liability company

PAINT PA, LLC

a Delaware limited liability company

PHARM NASHVILLE IN, LLC,

a Delaware limited liability company

By:Agree Limited Partnership,

a Delaware limited partnership

Its: Sole Member

By:Agree Realty Corporation,

a Maryland corporation

Its:Sole General Partner

By: ________________

Joel N. Agree

Its: President and Chief Executive Officer

[Signatures Continued on Next Page]

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[Signature Page to Third Amendment to Term Loan Agreement for Agree Limited Partnership]

Capital One, National Association,

as Administrative Agent and as a Lender

By: _____________________________________________________________________________________________

Name: _____________________________________________________________________________________

Title: _______________________________

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30954261

[Signature Page to Third Amendment to Term Loan Agreement for Agree Limited Partnership]

Raymond James Bank, N.A., as a Lender

By:___________________________________________________________________________________________

Name:___________________________________________________________________________________

Title:_____________________________________________________________________________________

30954261

Exhibit 31.1

CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Joel N. Agree, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q for the period ending June 30, 2019 of Agree Realty Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.


Date: July 22, 2019	/s/ Joel N. Agree

	Name:	Joel N. Agree
	Title:	President and Chief Executive Officer

Exhibit 31.2

CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Clayton Thelen, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q for the period ending June 30, 2019 of Agree Realty Corporation;

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.


Date: July 22, 2019	/s/ Clayton Thelen

	Name:	Clayton Thelen
	Title:	Chief Financial Officer and Secretary

Exhibit 32.1

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

Based on a review of the Quarterly Report on Form 10-Q for the period ending June 30, 2019 of Agree Realty Corporation (the “Company”), as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Joel N. Agree, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

1. The Report, containing the financial statements, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.


/s/ Joel N. Agree
Joel N. Agree
President and Chief Executive Officer

July 22, 2019

Exhibit 32.2

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

Based on a review of the Quarterly Report on Form 10-Q for the period ending June 30, 2019 of Agree Realty Corporation (the “Company”), as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Clayton Thelen, Chief Financial Officer and Secretary of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

1. The Report, containing the financial statements, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.


/s/ Clayton Thelen
Clayton Thelen
Chief Financial Officer and Secretary

July 22, 2019