Exhibit 10.1


 


Execution Version


 


Agree Limited Partnership


 


______________


 


$60,000,000
4.42% Senior Guaranteed Notes due July 28, 2028


 


______________


 


Note
Purchase Agreement


 


_____________


 


Dated
as of July 28, 2016


 


 


Exhibit 10.1 - Note Purchase Agreement 


 




     


     


    

 


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.	3
	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.	Proceedings and Documents	4
	 	 	 
	Section 5.	Representations and Warranties of the Parent Guarantor and the Company	4
	 	 	 
	Section 5.1.	Organization; Power and Authority	4
	Section 5.2.	Authorization, Etc.	5
	Section 5.3.	Disclosure	5
	Section .	Organization and Ownership of Shares of Subsidiaries; Affiliates	5
	Section 5.5.	Financial Statements; Material Liabilities	6
	Section 5.6.	Compliance with Laws, Other Instruments, Etc.	6
	Section 5.7.	Governmental Authorizations, Etc.	6
	Section 5.8.	Litigation; Observance of Agreements, Statutes and Orders	7
	Section 5.9.	Taxes	7
	Section 5.10.	Title to Property; Leases	7
	Section 5.11.	Licenses, Permits, Etc.	8
	Section 5.12.	Compliance with Employee Benefit Plans	8
	Section 5.13.	Private Offering	9


 




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	Section 5.14.	Use of Proceeds; Margin Regulations	9
	Section 5.15.	Existing Indebtedness; Future Liens	10
	Section 5.16.	Foreign Assets Control Regulations, Etc.	10
	Section 5.17.	Status under Certain Statutes	11
	Section 5.18.	Notes Rank Pari Passu	11
	Section 5.19.	Environmental Matters	11
	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	12
	 	 	 
	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	17
	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	19
	Section 8.4.	Allocation of Partial Prepayments	20
	Section 8.5.	Maturity; Surrender, Etc.	21
	Section 8.6.	Purchase of Notes	21
	Section 8.7.	Make-Whole Amount	21
	Section 8.8.	Payments Due on Non-Business Days	23
	 	 	 
	Section 9.	Affirmative Covenants	23
	 	 	 
	Section 9.1.	Compliance with Laws	23
	Section 9.2.	Insurance	23
	Section 9.3.	Maintenance of Properties	24
	Section 9.4.	Payment of Taxes and Claims	24
	Section 9.5.	Legal Existence, Etc.	24
	Section 9.6.	Notes to Rank Pari Passu	25
	Section 9.7.	Books and Records	25
	Section 9.8.	Subsidiary Guarantors	26
	Section 9.9.	Ownership	26
	 	 	 
	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	27


 




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	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	28
	Section 10.9.	Mergers, Consolidations, Etc.	28
	Section 10.10.	Line of Business	30
	Section 10.11.	Economic Sanctions, Etc.	30
	 	 	 
	Section 11.	Events of Default	30
	 	 	 
	Section 12.	Remedies on Default, Etc.	33
	 	 	 
	Section 12.1.	Acceleration	33
	Section 12.2.	Other Remedies	34
	Section 12.3.	Rescission	34
	Section 12.4.	No Waivers or Election of Remedies, Expenses, Etc.	34
	 	 	 
	Section 13.	Registration; Exchange; Substitution of Notes	34
	 	 	 
	Section 13.1.	Registration of Notes	34
	Section 13.2.	Transfer and Exchange of Notes	35
	Section 13.3.	Replacement of Notes	35
	 	 	 
	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	36
	 	 	 
	Section 15.	Expenses, Etc.	37
	 	 	 
	Section 15.1.	Transaction Expenses	37
	Section 15.2.	Survival	37
	 	 	 
	Section 16.	Survival of Representations and Warranties; Entire Agreement	37
	 	 	 
	Section 17.	Amendment and Waiver	38
	 	 	 
	Section 17.1.	Requirements	38
	Section 17.2.	Solicitation of Holders of Notes	38
	Section 17.3.	Binding Effect, Etc	39
	Section 17.4.	Notes Held by Company, Etc.	39
	 	 	 
	Section 18.	Notices	39
	 	 	 
	Section 19.	Reproduction of Documents	40


 




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	Section 20.	Confidential Information	40
	 	 	 
	Section 21.	Substitution of Purchaser	41
	 	 	 
	Section 22.	Miscellaneous	42
	 	 	 
	Section 22.1.	Successors and Assigns	42
	Section 22.2.	Accounting Terms	42
	Section 22.3.	Severability	42
	Section 22.4.	Construction, Etc.	42
	Section 22.5.	Counterparts	43
	Section 22.6.	Governing Law	43
	Section 22.7.	Jurisdiction and Process; Waiver of Jury Trial	43
	 	 	 
	Signature	 	45


 












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	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 4.42% Senior Guaranteed Notes due July 28, 2028
	 	 	 
	Exhibit 2.2	—	Form of Guaranty
	 	 	 
	Exhibit 4.4(a)	—	Form of Opinion of Counsel to the Company and the Guarantors
	 	 	 
	Exhibit 4.4(b)	—	Form of Opinion of Counsel to the Purchasers


 




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Agree Limited Partnership


70
E. Long Lake Road


Bloomfield
Hills, MI 48304


 


$60,000,000
4.42% Senior Guaranteed Notes due July 28, 2028


 


Dated as of July 28,
2016


 


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 $60,000,000 aggregate principal amount of its 4.42% Senior Guaranteed Notes due July 28, 2028 (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 made a part hereof (as the same
may be amended, modified, extended or renewed, the “Guaranty”).


 




     


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Section 3.          Closing.


 


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 the closing on July 28,
2016 (the “Closing”). 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.


 


(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 after giving effect to the issue and sale of the
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 Company nor any of its Subsidiaries shall have entered into any transaction
since April 29, 2016 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 April 29, 2016 that would have been prohibited by Section 10 had such Section applied since such date.


 




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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 Miller Schwartz and Cohn LLP, independent counsel for the Company and the Guarantors,
covering the matters set forth in Exhibit 4.4(a) 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) 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)
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.


 




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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 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 Closing.


 


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. 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.


 


Section 4.12.         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 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.


 




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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 April 29, 2016, 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 December 31, 2015, 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 June 30, 2016 (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).


 




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(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, 2015 and its quarterly report on Form 10-Q for the quarterly period ending March 31, 2016, 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 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.


 




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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 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.


 




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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 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.


 




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(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 the Purchasers and not more than three (3) Institutional Investors, 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 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.


 




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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 June 30,
2016 (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, 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;


 




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(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 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.


 




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(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, 2013, 2014 and 2015 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 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


 




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(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 “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


 




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(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 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:


 


(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


 




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(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 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;


 




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(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;


 


(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 holder of Notes.


 




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Section 7.2.          Officer’s
Certificate. Each set of quarterly and annual financial statements delivered to a 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 10.7, 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; and


 


(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 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.


 


Section 7.3.          Visitation.
The Parent Guarantor and the Company shall permit the representatives of 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 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


 




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(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 e-mail at the e-mail address set forth in 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 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
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 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 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 holder.


 




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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 (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.


 




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(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 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.


 




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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 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.


 




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“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 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.


 




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“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


 


Section 9.          Affirmative
Covenants.


 


The Company and the
Parent Guarantor, jointly and severally, covenant that so long as any of the Notes are outstanding:


 


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.


 




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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 or assessment, charge, levy or claim if (a) the amount, applicability or validity
thereof is contested by the Company, the Parent 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.


 




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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 Company or any of its Subsidiaries (“Previously Unsecured Debt”),
then the Company will, and will cause each of its 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 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 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.


 




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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.


 


(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.


 




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Section 10.         Negative
Covenants.


 


The Company and the
Parent Guarantor, jointly and severally, covenant that so long as any of the Notes are outstanding:


 


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 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.


 




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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.


 


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;;


 




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(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 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


 




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(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 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.


 


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


 




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(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


 


(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


 




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(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


 


(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


 




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(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.


 


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.


 




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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 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 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 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.


 




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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 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 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.


 




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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 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.


 




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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 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.


 




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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, (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
of the principal amount of the Notes the holders of which are required to consent to any such amendment or waiver, (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 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 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 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 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 holder
of Notes as consideration for or as an inducement to the entering into by any 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 holder of Notes then
outstanding even if such 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.


 




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Section 17.3.          Binding
Effect, Etc. Any amendment or waiver consented to as provided in this Section 17 applies equally to all 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 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 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 holder of such Note.


 


Section 17.4.          Notes
Held by Company, Etc. Solely for the purpose of determining whether 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 the attention of Brian Dickman, or at such other address as the Parent Guarantor shall have specified
to the 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 Brian Dickman or at such other
address as the Company shall have specified to the holder of each Note in writing.


 




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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 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 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 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.


 




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    	Agree Limited Partnership	Note Purchase Agreement



    

 


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.


 




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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.


 


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.


 




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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 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.


 




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(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 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 	/s/ Joel N. Agree
	 	 	Name:	Joel N. Agree
	 	 	Title:	President of Agree Realty

Corporation, its General Partner


 


	 	Agree Realty Corporation,
	 	a Maryland corporation


 


	 	By	/s/ Joel N. Agree
	 	 	Name:	Joel N. Agree
	 	 	Title:	President


 




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


 


	 	Teachers Insurance and Annuity

Association of America


 


	 	By 	/s/ Chris Miller
	 	 	Name:	Chris Miller
	 	 	Title:	Director


 




     


    	Agree Limited Partnership	Note Purchase Agreement



    

 


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


 


	 	The Guardian Life Insurance Company of

America


 


	 	By	/s/ Brian Keating
	 	 	Name:	Brian Keating
	 	 	Title:	Managing Director


 




     


    	Agree Limited Partnership	Note Purchase Agreement



    

 


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


 


	 	Blue Cross and Blue Shield of Florida,

Inc.
	 	Cincinnati Insurance Company
	 	Cincinnati Life Insurance Company
	 	Dearborn National Life Insurance

Company
	 	Gleaner Life Insurance Society
	 	Minnesota Life Insurance Company
	 	Polish National Alliance of the U.S. of

N.A.


 


	 	By: Advantus Capital Management, Inc.


 


	 	By 	/s/ Theodore R. Hoxmeler
	 	 	Name:	Theodore R. Hoxmeler
	 	 	Title:	Vice President


 




     


     


    

 


Agree Limited Partnership


 


Information Relating to
Purchasers




 


	Name and Address of Purchaser	 	Principal Amount of Notes

to be Purchased
	 	 	 
	
        Teachers
        Insurance and Annuity 

        Association of America

        8500 Andrew Carnegie Boulevard

        Charlotte, North Carolina 28262
	 	$25,000,000


 


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: TIAA


For Further Credit to the Account Number: G07040


 


Reference: PPN: 00855@ AC8/Agree Limited Partnership


Maturity Date: July 28, 2028/Interest Rate: 4.42%/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


Email: jpiperato@tiaa.org or mwolfe@tiaa.org


 


With a copy to:


 


JPMorgan Chase Bank, N.A.


P.O. Box 35308


Newark, New Jersey 07101


 


Schedule A
 (to Note Purchase Agreement)


 




     


     


    

 


And to:


 


Teachers Insurance and Annuity Association
of America


8500 Andrew Carnegie Boulevard


Charlotte, North Carolina 28262


Attention: Global Private Markets


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



(704) 988-1000 (General Number)


		Facsimile:	(704) 988-4916



		Email:	hlee@tiaa.org





 


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.


 


Other Notices and Communications


 


All other notices and communications shall be delivered or mailed
to:


 


Teachers Insurance and Annuity Association of America


8500 Andrew Carnegie Boulevard


Charlotte, North Carolina 28262


Attention: Global Private Markets


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



(704) 988-1000 (General Number)


		Facsimile:	(704) 988-4916



		Email:	hlee@tiaa.org





 


Taxpayer Identification Number: 13-1624203


 


Physical Delivery of the 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


 




    	 	A-2	 



     


    

 


	Name and Address of Purchaser	 	Principal Amount of Notes

to be Purchased
	 	 	 
	
        The
        Guardian Life Insurance Company

        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
	 	$10,000,000


 


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 00855@ AC8,
Agree Limited Partnership


 


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-3	 



     


    

 


	Name and Address of Purchaser	 	Principal Amount of Notes

to be Purchased
	 	 	 
	
        Blue Cross and Blue
        Shield of Florida, Inc.

        c/o Advantus Capital Management Inc.

        400 Robert Street North

        St. Paul, MN 55101

        Attn: Client Administrator
	 	$2,000,000


 


The Notes being purchased for Blue Cross
and Blue Shield of Florida, Inc. should be registered in the nominee name of “MAC & CO., LLC”.  The Notes
should be delivered in accordance with instructions furnished to lender counsel, Chapman and Cutler LLP.


 


All notices and statements should be sent
electronically via Email to: privateplacements@advantuscapital.com. If Email is unavailable or if the Email is returned
for any reason (including receipt of a message that the Email is undeliverable), such notice and statements should be sent to the
following address:


 


Blue Cross and Blue Shield of Florida, Inc.


c/o Advantus Capital Management, Inc.


400 Robert Street North


St. Paul, MN 55101


Attn: Client Administrator


 


All payments on account of the Notes shall
be made by wire transfer of immediately available funds pursuant to instructions to be delivered to the Company by Lender Counsel
prior to Closing. If there are any questions regarding the payment instructions, please contact AdvantusPrivates@advantuscapital.com


 


Tax ID # 59-2015694


 




    	 	A-4	 



     


    

 


	Name and Address of Purchaser	 	Principal Amount of Notes

to be Purchased
	 	 	 
	
        Cincinnati Insurance
        Company

        c/o Advantus Capital Management Inc.

        400 Robert Street North

        St. Paul, MN 55101

        Attn: Client Administrator
	 	$4,000,000


 


The Notes being purchased for Cincinnati
Insurance Company should be registered in the name of “Cincinnati Insurance Company”. The Notes should be delivered
in accordance with instructions furnished to lender counsel, Chapman and Cutler LLP.


 


All notices and statements should be sent
electronically via Email to: privateplacements@advantuscapital.com. If Email is unavailable or if the Email is returned
for any reason (including receipt of a message that the Email is undeliverable), such notice and statements should be sent to the
following address:


 


Cincinnati Insurance Company


c/o Advantus Capital Management, Inc.


400 Robert Street North


St. Paul, MN 55101


Attn: Client Administrator


 


All payments on account of the Notes shall
be made by wire transfer of immediately available funds pursuant to instructions to be delivered to the Company by Lender Counsel
prior to Closing. If there are any questions regarding the payment instructions, please contact AdvantusPrivates@advantuscapital.com


 


Tax ID#: 31-0542366


 




    	 	A-5	 



     


    

 


	Name and Address of Purchaser	 	Principal Amount of Notes

to be Purchased
	 	 	 
	
        Cincinnati Life Insurance
        Company

        c/o Advantus Capital Management Inc.

        400 Robert Street North

        St. Paul, MN 55101

        Attn: Client Administrator
	 	$4,000,000


 


The Notes being purchased for Cincinnati
Life Insurance Company should be registered in the name of “Cincinnati Life Insurance Company”. The Notes should
be delivered in accordance with instructions furnished to lender counsel, Chapman and Cutler LLP.


 


All notices and statements should be sent
electronically via Email to: privateplacements@advantuscapital.com. If Email is unavailable or if the Email is returned for any
reason (including receipt of a message that the Email is undeliverable), such notice and statements should be sent to the following
address:


 


Cincinnati Life Insurance Company


c/o Advantus Capital Management, Inc.


400 Robert Street North


St. Paul, MN 55101


Attn: Client Administrator


 


All payments on account of the Notes shall
be made by wire transfer of immediately available funds pursuant to instructions to be delivered to the Company by Lender Counsel
prior to Closing. If there are any questions regarding the payment instructions, please contact AdvantusPrivates@advantuscapital.com


 


Tax ID# 31-1213778


 




    	 	A-6	 



     


    

 


	Name and Address of Purchaser	 	Principal Amount of Notes

to be Purchased
	 	 	 
	
        Dearborn National
        Life Insurance Company

        c/o Advantus Capital Management Inc.

        400 Robert Street North

        St. Paul, MN 55101

        Attn: Client Administrator
	 	$2,000,000


 


The Notes being purchased for Dearborn
National Life Insurance Company should be registered in the nominee name of “ELL & Co.”.  The Notes should
be delivered in accordance with instructions furnished to lender counsel, Chapman and Cutler LLP.


 


All notices and statements should be sent
electronically via Email to: privateplacements@advantuscapital.com. If Email is unavailable or if the Email is returned
for any reason (including receipt of a message that the Email is undeliverable), such notice and statements should be sent to the
following address:


 


Dearborn National Life Insurance Company


c/o Advantus Capital Management, Inc.


400 Robert Street North


St. Paul, MN 55101


Attn: Client Administrator


 


All payments on account of the Notes shall
be made by wire transfer of immediately available funds pursuant to instructions to be delivered to the Company by Lender Counsel
prior to Closing. If there are any questions regarding the payment instructions, please contact AdvantusPrivates@advantuscapital.com


 


Tax ID # 36-2598882


 




    	 	A-7	 



     


    

 


	Name and Address of Purchaser	 	Principal Amount of Notes

to be Purchased
	 	 	 
	
        Gleaner Life Insurance
        Society

        c/o Advantus Capital Management Inc.

        400 Robert Street North

        St. Paul, MN 55101

        Attn: Client Administrator
	 	$1,000,000


 


The Notes being purchased for Gleaner Life
Insurance Society should be registered in the name of “Wells Fargo Bank N.A. FBO Gleaner Life Insurance Society”.
The Notes should be delivered in accordance with instructions furnished to lender counsel, Chapman and Cutler LLP.


 


All notices and statements should be sent
electronically via Email to: privateplacements@advantuscapital.com. If Email is unavailable or if the Email is returned for any
reason (including receipt of a message that the Email is undeliverable), such notice and statements should be sent to the following
address:


 


Gleaner Life Insurance Society


c/o Advantus Capital Management, Inc.


400 Robert Street North


St. Paul, MN 55101


Attn: Client Administrator


 


All payments on account of the Notes shall
be made by wire transfer of immediately available funds pursuant to instructions to be delivered to the Company by Lender Counsel
prior to Closing. If there are any questions regarding the payment instructions, please contact AdvantusPrivates@advantuscapital.com


 


Tax ID #38-0580730


 




    	 	A-8	 



     


    

 


	Name and Address of Purchaser	 	Principal Amount of Notes

to be Purchased
	 	 	 
	
        Minnesota Life Insurance
        Company

        c/o Advantus Capital Management Inc.

        400 Robert Street North

        St. Paul, MN 55101

        Attn: Client Administrator

        Fax #: (651) 223-5029
	 	$10,000,000


 


The Notes being purchased on behalf of
Minnesota Life Insurance Company should be registered in the name of “Minnesota Life Insurance Company”. The
Notes should be delivered in accordance with instructions furnished to lender counsel, Chapman and Cutler LLP.


 


All notices and statements should be sent
electronically via Email to: privateplacements@advantuscapital.com. If Email is unavailable or if the Email is returned for any
reason (including receipt of a message that the Email is undeliverable), such notice and statements should be sent to the following
address:


 


Minnesota Life Insurance Company


c/o Advantus Capital Management, Inc.


400 Robert Street North


St. Paul, Minnesota 55101


 


All payments on account of the Notes shall
be made by wire transfer of immediately available funds pursuant to instructions to be delivered to the Company by Lender Counsel
prior to Closing. If there are any questions regarding the payment instructions, please contact AdvantusPrivates@advantuscapital.com


 


Tax ID #41-0417830


 




    	 	A-9	 



     


    

 


	Name and Address of Purchaser	 	Principal Amount of Notes

to be Purchased
	 	 	 
	
        Polish National Alliance
        of the U.S. of N.A.

        c/o Advantus Capital Management Inc.

        400 Robert Street North

        St. Paul, MN 55101

        Attn: Client Administrator
	 	$2,000,000


 


The Notes being purchased for Polish National
Alliance of the U.S. of N.A. should be registered in the nominee name of “Hare & Co., LLC”. The Notes should
be delivered in accordance with instructions furnished to lender counsel, Chapman and Cutler LLP.


 


All notices and statements should be sent
electronically via Email to: privateplacements@advantuscapital.com. If Email is unavailable or if the Email is returned for any
reason (including receipt of a message that the Email is undeliverable), such notice and statements should be sent to the following
address:


 


Polish National Alliance of the U.S. of
N.A.


c/o Advantus Capital Management, Inc.


400 Robert Street North


St. Paul, MN 55101


Attn: Client Administrator


 


All payments on account of the Notes shall
be made by wire transfer of immediately available funds pursuant to instructions to be delivered to the Company by Lender Counsel
prior to Closing. If there are any questions regarding the payment instructions, please contact AdvantusPrivates@advantuscapital.com


 


Tax ID #36-1635410


 




    	 	A-10	 



     


    

 


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.


 


“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.


 


“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.


 


Schedule B
 (to Note Purchase Agreement)


 




     


     


    

 


“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.


 


“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.


 




    	 	B-2	 



     


    

 


“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.


 


“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.


 




    	 	B-3	 



     


    

 


“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 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).


 




    	 	B-4	 



     


    

 


“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.


 


“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.


 




    	 	B-5	 



     


    

 


“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 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.


 




    	 	B-6	 



     


    

 


“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.


 


“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 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.


 




    	 	B-7	 



     


    

 


“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).


 


“Principal
Debt Facility” means (i) that certain Revolving Credit and Term Loan Agreement, dated July 21, 2014, among the Company,
as Borrower, 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) (the “Bank Credit Facility”), (ii) the
2015 Note Purchase Agreement (as the same may be amended, modified, restated, amended and restated, or refinanced from time to
time) and (iii) any unsecured bank line of credit or other unsecured bilateral facility or debt private placement under which
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).


 




    	 	B-8	 



     


    

 


“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, 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.


 


“SEC”
means the Securities and Exchange Commission of the United States of America, 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. 


 




    	 	B-9	 



     


    

 


“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.


 


“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. 


 




    	 	B-10	 



     


    

 


“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.


 




    	 	B-11	 



     


    

 


Disclosure Materials


 


None.


 





Schedule
5.3


(to Note Purchase Agreement)




 




     


     


    

 


Organization
and Ownership of Shares of Subsidiaries; Affiliates


 


(a)


Part (a) Outstanding Equity Interests


 


	Entity Name	 	Ownership %
	Agree Realty Corporation	 	Public Company
	Agree Limited Partnership	 	98.6% by Agree Realty Corporation

1.4% by Limited Partner, Richard Agree
	 	 	 
	Entities owned 100% by Agree Limited Partnership:	 	 
	± - Subsidiary Guarantor	 	 


 


2355 Jackson Avenue, LLC, a Michigan limited
liability company


Agree 103-Middleburg Jacksonville, 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 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 Anderson SC LLC, a Delaware limited
liability company


± Agree Ann Arbor Jackson, LLC, a Delaware
limited liability company


± Agree Ann Arbor State Street, LLC, a
Michigan limited liability company


Agree Antioch, LLC, an Illinois limited liability
company


± Agree Apopka FL, LLC, a Delaware limited
liability company


± Agree Arlington TX LLC, a Texas limited
liability company


± Agree Atchison, LLC, a Kansas limited
liability company


Agree Atlantic Beach, LLC, a Delaware limited
liability company


±Agree Baton Rouge LA LLC, a Louisiana
limited liability company


Agree Beecher LLC, a Michigan limited liability
company


±Agree Belton MO LLC, a Delaware limited
liability company


±Agree Belvidere IL LLC, an Illinois limited
liability company


Agree Berkeley Solano, LLC, a Delaware limited
liability company


± Agree Berwyn IL LLC, an Illinois limited
liability company


Agree Boynton, LLC, a Florida limited liability
company


± Agree Brenham TX, LLC, a Delaware limited
liability company


± Agree Brighton, LLC, a Delaware limited
liability company


Agree Bristol & Fenton Project, LLC, a Michigan
limited liability company


± Agree Brooklyn OH LLC, an Ohio limited
liability company


± Agree Buffalo Center IA, LLC, a Delaware
limited liability company


± Agree Burlington LLC, a Delaware limited
liability company


± Agree Cannon Station LLC (Ft Oglethorpe)
, 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 County, LLC, a Delaware limited
liability company


 





Schedule
5.4


(to Note Purchase Agreement)


  




     


     


    




 


± 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 Concord, LLC, a North Carolina
limited liability company


Agree Construction Management, LLC *, a Delaware
limited liability company


Agree Corunna LLC, a Michigan limited liability
company


± Agree CW, LLC, a Delaware limited
liability company


Agree Dallas Forest Drive, LLC, a Texas limited
liability company


± Agree Daniel Morgan Ave Spartanburg
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


Agree Development, LLC, a Delaware limited liability
company


Agree East Palatka, LLC, a Florida limited liability
company


Agree Elkhart, LLC, a Michigan limited liability
company


± Agree Evergreen CO, LLC, a Delaware
limited liability company


± Agree Facility No. 1, 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 Fort Mill SC, LLC, a South Carolina
limited liability company


Agree Fort Walton Beach, LLC, a Florida limited
liability company


± Agree Fort Worth TX, LLC, a Delaware
limited liability company


± Agree Fuquay Varina LLC, a North Carolina
limited liability company


± Agree Grand Chute WI LLC, a Delaware
limited liability company


± Agree Grand Forks LLC, a North Dakota
limited liability company


± Agree Harlingen LLC, a Texas limited
liability company


± Agree Hazard KY, LLC, a Delaware limited
liability company


Agree Holdings I, LLC, a Delaware limited liability
company


± Agree Holly Springs MS, 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 Indianapolis, LLC, an Indiana 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 Joplin MO LLC, a Missouri limited
liability company


± Agree Junction City KS 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


± Agree Lake Zurich IL, LLC, an Illinois
limited liability company


Agree Leawood, LLC, a Delaware limited liability
company


± Agree Lebanon VA LLC, a Virginia limited
liability company


± Agree Lejune Springfield IL, LLC, an
Illinois limited liability company


± Agree Ligonier PA LLC, a Pennsylvania
limited liability company


± Agree Littleton CO LLC, a Delaware limited
liability company


± Agree Lowell, LLC, a Delaware limited
liability company


  




    	 	5.4-2	 



     


    

 


± Agree Lyons GA LLC, a Georgia limited
liability company


Agree M-59 LLC, a Michigan limited liability
company


Agree Madison AL 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 Mall of Louisiana, LLC, a Louisiana limited
liability company


± Agree Manchester, LLC, a Connecticut
limited liability company


Agree Mansfield, LLC, a Connecticut limited liability
company


Agree Marietta, LLC, a Georgia limited liability
company


± Agree Marshall MI Outlot, LLC, a Delaware
limited liability company


± Agree McKinney TX LLC, a Texas limited
liability company


± Agree Memphis Getwell, LLC, a Tennessee
limited liability company


± Agree Minneapolis Clinton Ave, LLC,
a Minnesota limited liability company


± Agree Montgomery AL LLC, an Alabama
limited liability company


Agree Montgomeryville PA LLC, a Pennsylvania
limited liability company


± Agree Morrow GA, LLC, a Georgia limited
liability company


± Agree Mt. Dora FL, LLC, a Delaware limited
liability company


± Agree New Lenox 2 LLC, an Illinois limited
liability company


Agree New Lenox, LLC, an Illinois limited liability
company


± Agree North Las Vegas, LLC, a Nevada
limited liability company


± Agree Novi MI LLC, a Michigan limited
liability company


± Agree Orange & McCoy, LLC, a Florida
limited liability company


± Agree Palafox Pensacola FL, 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 Poinciana LLC, a Florida 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 Rancho Cordova I LLC, a California
limited liability company


Agree Rancho Cordova II LLC, a California limited
liability company


± Agree Rapid City SD, LLC, a South Dakota
limited liability company


Agree Realty Services, LLC, a Delaware limited
liability company


Agree Realty South-East, LLC *, a Michigan limited
liability company


± Agree Richmond VA LLC, a Delaware limited
liability company


± Agree Rochester NY LLC, a New York limited
liability company


Agree Roseville CA, LLC, a California limited
liability company


± Agree Salem OR, LLC, a Delaware limited
liability company


± Agree Sarasota FL, LLC, a Delaware limited
liability company


Agree Shelby, LLC, a Michigan limited liability
company


Agree Silver Springs Shores, LLC, a Delaware
limited liability company


Agree Southfield & Webster, LLC, a Delaware
limited liability company


± Agree Southfield LLC, a Michigan limited
liability company


  




    	 	5.4-3	 



     


    

 


± Agree Spartanburg SC LLC, a South Carolina
limited liability company


Agree Spring Grove, LLC, an Illinois limited
liability company


± Agree Springfield IL LLC, an Illinois
limited liability company


Agree Springfield OH, LLC, a Delaware limited
liability company


± Agree St Petersburg LLC, a Florida limited
liability company


± Agree St. Augustine Shores, LLC, a Delaware
limited liability company


± Agree St. Joseph MO, LLC, a Missouri
limited liability company


± Agree Statham GA, LLC, a Georgia limited
liability company


± Agree Sun Valley NV LLC, a Nevada limited
liability company


± Agree Sunnyvale CA, LLC, a Delaware
limited liability company


Agree Tallahassee, LLC, a Florida limited liability
company


± Agree Terre Haute IN 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 Upland CA, 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 Walker, LLC, a Michigan limited liability
company


Agree Wawa Baltimore, LLC, a Maryland limited
liability company


Agree Wheaton IL, LLC, a Delaware limited liability
company


± Agree Whittier CA, LLC, a Delaware limited
liability company


± Agree Wichita Falls TX LLC, a Texas
limited liability company


Agree Wichita, LLC, a Kansas limited liability
company


Agree Wilmington, LLC, a North Carolina limited
liability company


Ann Arbor Store No 1, L.L.C. *, a Delaware limited
liability company


Boynton Beach Store No. 150, LLC, a Delaware
limited liability company


± Indianapolis Store No. 16, LLC, a Delaware
limited liability company


± Lawrence Store No. 203, L.L.C.* , a
Delaware limited liability company


± Lunacorp LLC, a Delaware limited liability
company


± Mt Pleasant Shopping Center LLC, a Michigan
limited liability company


± Mt. Pleasant Outlot I, LLC, a Michigan
limited liability company


 


* Denotes Immaterial Subsidiaries


± Denotes Subsidiary Guarantors


 


	Affiliates (other than Subsidiaries)
	None


  




    	 	5.4-4	 



     


    

 


	
        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
	Matthew Partridge	 	Chief Financial Officer and Secretary
	Laith Hermiz	 	Chief Operating Officer
	Farris Kalil	 	Independent Director
	John Rakolta, Jr.	 	Independent Director
	Jerome Rossi	 	Independent Director
	William Rubenfaer	 	Independent Director
	Leon Schurgin	 	Independent Director
	Eugene Silverman	 	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.


  




    	 	5.4-5	 



     


    

 


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 June 30, 2016 (in thousands):



 





	 	 	Line	 	 	Amount	 	 	Amount	 
	 Borrowings	 	Limit	 	 	Collateralized	 	 	Borrowed	 
	Unsecured Revolving Credit Facility	 	$	150,000	 	 	 	 $  	 	 	$	98,000	 
	Unsecured Term Loan due 2020	 	 	35,000	 	 	 	 	 	 	 	35,000	 
	Unsecured Term Loan due 2021	 	 	65,000	 	 	 	 	 	 	 	65,000	 
	Mortgage Loan due 2017 (8 properties)	 	 	20,403	 	 	 	20,403	 	 	 	20,403	 
	Mortgage Loan due 2018 (11 properties)	 	 	25,000	 	 	 	25,000	 	 	 	25,000	 
	Mortgage Loan due 2020 (6 properties)	 	 	5,846	 	 	 	5,846	 	 	 	5,846	 
	Mortgage Loan due 2020 (1 property)	 	 	3,090	 	 	 	3,090	 	 	 	3,090	 
	Mortgage Loan due 2023 (12 properties)	 	 	23,640	 	 	 	23,640	 	 	 	23,640	 
	Mortgage Loan due 2023 (1 property)	 	 	5,372	 	 	 	5,372	 	 	 	5,372	 
	Mortgage Loan due 2026 (1 property)	 	 	8,206	 	 	 	8,206	 	 	 	8,206	 
	Unsecured Senior Notes due 2025	 	 	50,000	 	 	 	 	 	 	 	50,000	 
	Unsecured Senior Notes due 2027	 	 	50,000	 	 	 	 	 	 	 	50,000	 
	Total Debt	 	$	441,557	 	 	$	91,557	 	 	$	389,557	 








 


		(c)	Agreements restricting incurrence of additional debt
by the Subsidiaries:



None


 


Schedule
5.15


(to Note Purchase Agreement)




 




     


     


    

  


[Form of Note]


 


Agree Limited Partnership


 


4.42% Senior Guaranteed Note
due July 28, 2028


 


	No. R-__	[Date]
	$[____________]	PPN 00855@ AC8


 


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 July 28, 2028 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 4.42% per annum from the date hereof, payable semiannually,
on the 28th day of January and July in each year, commencing January 28, 2017, 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 July 28, 2016 (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, 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.


 


Exhibit
1


(to Note Purchase Agreement)




 




     


     


    

 


Pursuant to a Guaranty
dated as of July 28, 2016, 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


 





Exhibit 10.1 - Note Purchase Agreement




 




     


     


    

 


 


Guaranty


  


Dated as of July 28, 2016


  


Re:     $60,000,000 4.42% Senior Guaranteed Notes due July 28,
2028


 


of

 


Agree
Limited Partnership


 


 




    	 	1-2	 



     


    

  


Table of Contents


 


(Not a part of the Agreement)


 


	Section	Heading	Page
	 	 	 
	Parties	 	1
	 	 	 
	Recitals	 	1
	 	 	 
	Section 1.	Definitions	2
	 	 	 
	Section 2.	Guaranty of Notes and Note Purchase Agreement	2
	 	 	 
	Section 3.	Guaranty of Payment and Performance.	3
	 	 	 
	Section 4.	General Provisions Relating to the Guaranty	3
	 	 	 
	Section 5.	Representations and Warranties of the Guarantors	8
	 	 	 
	Section 5.1.	Organization; Power and Authority	8
	Section 5.2.	Authorization, Etc.	8
	Section 5.3.	Compliance with Laws, Other Instruments, Etc.	8
	Section 5.4.	Governmental Authorizations, Etc.	8
	Section 5.5.	Guaranty Ranks Pari Passu	9
	 	 	 
	Section 6.	Guarantor Covenants	9
	 	 	 
	Section 6.1.	Note Purchase Agreement Covenants	9
	Section 6.2.	Guaranty to Rank Pari Passu	9
	 	 	 
	Section 7.	Governing Law.	9
	 	 	 
	Section 8.	Amendments, Waivers and Consents	10
	 	 	 
	Section 9.	Notices	11
	 	 	 
	Section 10.	Proceeds	11
	 	 	 
	Section 11.	Miscellaneous	12


 




     


     


    

 


Guaranty


 


4.42% Senior Guaranteed Notes due July 28,
2028


of


Agree Limited Partnership


 


July 28, 2016


 


This Guaranty
(the or this “Guaranty”) is entered into by the undersigned Agree Realty
Corporation, a Maryland corporation operating as a real estate investment trust (the “Parent Guarantor”)
and each of the undersigned guarantors (each a “Subsidiary Guarantor”, and collectively with the Parent Guarantor,
any other entities which from time to time become parties hereto pursuant to Section 11 hereof, the “Guarantors”),
as of July 28, 2016.


 


Recitals


 


A.           On
the date hereof, Agree Limited Partnership, a Delaware limited partnership (the “Company”), and the Parent Guarantor
entered into the Note Purchase Agreement, dated as of July 28, 2016 (the “Note Purchase Agreement”), with
the Purchasers named in Schedule A thereto (together with their successors and assigns, the “Purchasers”).


 


B.           Pursuant
to the Note Purchase Agreement the Company is issuing and selling $60,000,000 aggregate principal amount of its 4.42% Senior Guaranteed
Notes due July 28, 2028 (the “Notes”) on the terms provided in the Note Purchase Agreement. The Purchasers
and each and every other holder from time to time of the Notes are sometimes hereinafter collectively referred to as the “Holders”
and, individually, as a “Holder.”


 


C.           The
Parent Guarantor presently owns all of the outstanding general partnership interests of the Company. The Subsidiary Guarantors
are all either a direct or an indirect Subsidiary of the Company, which will, directly or indirectly, benefit from the financing
arrangements contemplated by the Note Purchase Agreement.


 


D.           The
Purchasers have required as a condition of their purchase of the Notes to be purchased by them that the Guarantors enter into this
Guaranty as security for the Notes, and the Guarantors have agreed to execute this Guaranty in order to induce the Purchasers to
purchase the Notes and thereby benefit the Company and its Affiliates by providing funds to enable the Company to have funds available
for partnership purposes.


 


E.           The
Guarantors desire that the Purchasers enter into the Note Purchase Agreement and purchase the Notes, and by doing so the Purchasers
will be conferring substantial financial and other benefits on the Guarantors.


 


Now,
Therefore, as required by the Note Purchase Agreement and in consideration of the premises and other good and valuable consideration,
the receipt and sufficiency whereof are hereby acknowledged, the Guarantors hereby, jointly and severally, covenant and agree as
follows:


 




     


     


    

  


Guaranty


Section 1.          Definitions.


 


Capitalized terms used
herein shall have the meanings set forth in the Note Purchase Agreement unless herein defined or the context shall otherwise require.


 


Section 2.          Guaranty
of Notes and Note Purchase Agreement.


 


(a)          Subject
to the limitation set forth in Section 2(b) hereof, the Guarantors hereby, jointly and severally, irrevocably, absolutely
and unconditionally guarantees to the Holders: (1) the full and prompt payment of the principal of, premium, if any, and interest
on the Notes from time to time outstanding, as and when such payments shall become due and payable, whether by lapse of time, upon
redemption or prepayment, by extension or by acceleration or declaration or otherwise (including (to the extent legally enforceable)
interest due on overdue payments of principal, premium, if any, or interest at the rate set forth in the Notes and interest accruing
at the then applicable rate provided in the Notes after the filing of any petition in bankruptcy, or the commencement of any insolvency,
reorganization or like proceeding, relating to the Company, whether or not a claim for post-filing or post-petition interest is
allowed in such proceeding) in Federal or other immediately available funds of the United States of America which at the time of
payment or demand therefor shall be legal tender for the payment of public and private debts, (2) the full and prompt performance
and observance by the Company of each and all of the obligations, covenants and agreements required to be performed or owed by
the Company under the terms of the Notes and the Note Purchase Agreement and (3) the full and prompt payment, upon demand
by any Holder, of all costs and expenses, legal or otherwise (including attorneys’ fees), if any, as shall have been expended
or incurred in the protection or enforcement of any rights, privileges or liabilities in favor of the Holders under or in respect
of the Notes, the Note Purchase Agreement or under this Guaranty or in any consultation or action in connection therewith or herewith
and in each and every case irrespective of the validity, regularity, or enforcement of any of the Notes or Note Purchase Agreement
or any of the terms thereof or any other like circumstance or circumstances (the obligations described in clauses (1), (2) and
(3) above are hereafter referred to as the “Guaranteed Obligations”).


 


(b)          The
liability of any Guarantor under this Guaranty shall not exceed an amount equal to a maximum amount as will, after giving effect
to such maximum amount and all other liabilities of such Guarantor, contingent or otherwise, result in the obligations of such
Guarantor hereunder not constituting a fraudulent transfer, obligation or conveyance.


 




    	 	-2-	 



     


    

 


Guaranty


 


Section 3.          Guaranty
of Payment and Performance.


 


This is a guarantee
of payment and performance and each Guarantor hereby waives, to the fullest extent permitted by law, any right to require that
any action on or in respect of any Note or the Note Purchase Agreement be brought against the Company or any other Person or that
resort be had to any direct or indirect security for the Notes or for this Guaranty or any other remedy. Any Holder may, at its
option, proceed hereunder against any Guarantor in the first instance to collect monies when due, the payment of which is guaranteed
hereby, without first proceeding against the Company or any other Person and without first resorting to any direct or indirect
security for the Notes or for this Guaranty or any other remedy. The liability of each Guarantor hereunder shall in no way be affected
or impaired by the obligations of any other Guarantor hereunder, any acceptance by any Holder of any direct or indirect security
for, or other guaranties of, any Indebtedness, liability or obligation of the Company or any other Person to any Holder or by any
failure, delay, neglect or omission by any Holder to realize upon or protect any such guarantees, Indebtedness, liability or obligation
or any notes or other instruments evidencing the same or any direct or indirect security therefor or by any approval, consent,
waiver, or other action taken, or omitted to be taken by any such Holder.


 


Section 4.          General
Provisions Relating to the Guaranty.


 


(a)          Each
Guarantor hereby consents and agrees that any Holder or Holders from time to time may, without in any manner affecting the liability
or obligations of any Guarantor under this Guaranty, and upon such terms and conditions as any such Holder or Holders may deem
advisable:


 


(1)         extend
in whole or in part (by renewal or otherwise), modify, change, compromise, release or extend the duration of the time for the performance
or payment of any Indebtedness, liability or obligation of the Company or of any other Person secondarily or otherwise liable for
any Indebtedness, liability or obligations of the Company on the Notes, or waive any Default or Event of Default with respect thereto,
or waive, modify, amend or change any provision of any other agreement or this Guaranty; or


 


(2)         sell,
release, surrender, modify, impair, exchange or substitute any and all property, of any nature and from whomsoever received, held
by, or for the benefit of, any such Holder as direct or indirect security for the payment or performance of any Indebtedness, liability
or obligation of the Company or of any other Person secondarily or otherwise liable for any Indebtedness, liability or obligation
of the Company on the Notes; or


 


(3)         settle,
adjust or compromise any claim of the Company against any other Person secondarily or otherwise liable for any Indebtedness, liability
or obligation of the Company on the Notes.


 


Each Guarantor hereby ratifies
and confirms any such extension, renewal, change, sale, release, waiver, surrender, exchange, modification, amendment, impairment,
substitution, settlement, adjustment or compromise and that the same shall be binding upon it, and hereby waives, to the fullest
extent permitted by law, any and all defenses, counterclaims or offsets which it might or could have by reason thereof, it being
understood that each Guarantor shall at all times be bound by this Guaranty and remain liable hereunder.


 




    	 	-3-	 



     


    

 


Guaranty


 


(b)          Each
Guarantor hereby waives, to the fullest extent permitted by law:


 


(1)         notice
of acceptance of this Guaranty by the Holders or of the creation, renewal or accrual of any liability of the Company, present or
future, or of the reliance of such Holders upon this Guaranty (it being understood that every Indebtedness, liability and obligation
described in Section 2 hereof shall conclusively be presumed to have been created, contracted or incurred in reliance
upon the execution of this Guaranty);


 


(2)         demand
of payment by any Holder from the Company or any other Person indebted in any manner on or for any of the Indebtedness, liabilities
or obligations hereby guaranteed; and


 


(3)         presentment
for the payment by any Holder or any other Person of the Notes or any other instrument, protest thereof and notice of its dishonor
to any party thereto and to the Guarantors.


 


The obligations of each
Guarantor under this Guaranty and the rights of any Holder to enforce such obligations by any proceedings, whether by action at
law, suit in equity or otherwise, shall not be subject to any reduction, limitation, impairment or termination (other than by indefeasible
payment in full in cash of the Notes and the obligations of the Company under the Note Purchase Agreement), whether by reason of
any claim of any character whatsoever or otherwise and shall not be subject to any defense, set-off, counterclaim (other than any
compulsory counterclaim), recoupment or termination whatsoever.


 


(c)          The
obligations of each Guarantor hereunder shall be binding upon each Guarantor and its successors and assigns, and shall remain in
full force and effect until the entire principal, interest and premium, if any, on the Notes and all other sums due pursuant to
Section 2 shall have been irrevocably and indefeasibly paid in full in cash and such obligations shall not be affected,
modified or impaired upon the happening from time to time of any event, including without limitation any of the following, whether
or not with notice to or the consent of any Guarantor:


 


(1)         the
validity, regularity or enforceability of the Notes, the Note Purchase Agreement or any of the terms of any thereof, the continuance
of any obligation on the part of the Company or any other Person on or in respect of the Notes or under the Note Purchase Agreement
or the power or authority or the lack of power or authority of the Company to issue the Notes or the Company to execute and deliver
the Note Purchase Agreement or the existence or continuance of the Company or any other Person as a legal entity; or


 


(2)         any
default, failure or delay, willful or otherwise, in the performance by the Company or any other Person of any obligations of any
kind or character whatsoever under the Notes or the Note Purchase Agreement; or


 


(3)         any
creditors’ rights, bankruptcy, receivership or other insolvency proceeding of the Company or any other Person or in respect
of the property of the Company or any other Person or any merger, consolidation, reorganization, dissolution, liquidation, the
sale of all or substantially all of the assets of or winding up of the Company or any other Person; or


 




    	 	-4-	 



     


    

 


Guaranty


 



(4)         impossibility
or illegality of performance on the part of the Company or any other Person of its obligations under the Notes or the Note Purchase
Agreement; or


 


(5)         in
respect of the Company, any other guarantors or any other Person, any change of circumstances, whether or not foreseen or foreseeable,
whether or not imputable to the Company, any other guarantors or any other Person, or other impossibility of performance through
fire, explosion, accident, labor disturbance, floods, droughts, embargoes, wars (whether or not declared), civil commotion, acts
of God or the public enemy, delays or failure of suppliers or carriers, inability to obtain materials, action of any federal or
state regulatory body or agency, change of law or any other causes affecting performance, or any other force majeure, whether
or not beyond the control of the Company or any other Person and whether or not of the kind hereinbefore specified; or


 


(6)         any
attachment, claim, demand, charge, Lien, order, process, encumbrance or any other happening or event or reason, similar or dissimilar
to the foregoing, or any withholding or diminution at the source, by reason of any taxes, assessments, expenses, Indebtedness,
obligations or liabilities of any character, foreseen or unforeseen, and whether or not valid, incurred by or against any Guarantor,
the Company or any other Person or any claims, demands, charges or Liens of any nature, foreseen or unforeseen, incurred by the
Company or any other Person, or against any sums payable in respect of the Notes or under the Note Purchase Agreement or this Guaranty,
so that such sums would be rendered inadequate or would be unavailable to make the payments herein provided; or


 


(7)         any
order, judgment, decree, ruling or regulation (whether or not valid) of any court of any nation or of any political subdivision
thereof or any body, agency, department, official or administrative or regulatory agency of any thereof or any other action, happening,
event or reason whatsoever which shall delay, interfere with, hinder or prevent, or in any way adversely affect, the performance
by any Guarantor, the Company or any other Person of its respective obligations under or in respect of the Notes, the Note Purchase
Agreement or this Guaranty; or


 


(8)         the
failure of any Guarantor to receive any benefit from or as a result of its execution, delivery and performance of this Guaranty;
or


 


(9)         any
failure or lack of diligence in collection or protection, failure in presentment or demand for payment, protest, notice of protest,
notice of default and of nonpayment, any failure to give notice to any Guarantor of failure of the Company or any other Person
to keep and perform any obligation, covenant or agreement under the terms of the Notes, the Note Purchase Agreement or this Guaranty
or failure to resort for payment to the Company or to any other Person or to any other guaranty or to any property, security, Liens
or other rights or remedies; or


 




    	 	-5-	 



     


    

 


Guaranty


 



(10)        the
acceptance of any additional security or other guaranty, the advance of additional money to the Company or any other Person, the
renewal or extension of the Notes or amendments, modifications, consents or waivers with respect to the Notes, the Note Purchase
Agreement, or the sale, release, substitution or exchange of any security for the Notes; or


 


(11)        any
merger or consolidation of the Company or any other Person into or with any other Person or any sale, lease, transfer or other
disposition of any of the assets of the Company or any other Person to any other Person, or any change in the ownership of any
shares of the Company or any other Person; or


 


(12)        any
defense whatsoever that: (i) the Company or any other Person might have to the payment of the Notes (principal, premium, if any,
or interest), other than payment thereof in Federal or other immediately available funds, or (ii) the Company or any other Person
might have to the performance or observance of any of the provisions of the Notes or the Note Purchase Agreement, whether through
the satisfaction or purported satisfaction by the Company or any other Person of its debts due to any cause such as bankruptcy,
insolvency, receivership, merger, consolidation, reorganization, dissolution, liquidation, winding-up or otherwise, other than
the defense of indefeasible payment in full in cash of the Notes; or


 


(13)        any
act or failure to act with regard to the Notes, the Note Purchase Agreement or this Guaranty or anything which might vary the risk
of any Guarantor or any other Person; or


 


(14)        any
other circumstance which might otherwise constitute a defense available to, or a discharge of, any Guarantor in respect of the
obligations of any Guarantor under this Guaranty or any other agreement, other than (i) such Guaranteed Obligations not being due
and payable, whether as a result of redemption or prepayment, by extension or by acceleration or declaration or otherwise or (ii)
the defense of indefeasible payment in full in cash of the Guaranteed Obligations;


 


provided that the specific enumeration
of the above-mentioned acts, failures or omissions shall not be deemed to exclude any other acts, failures or omissions, though
not specifically mentioned above, it being the purpose and intent of this Guaranty and the parties hereto that the obligations
of each Guarantor hereunder shall be absolute and unconditional and shall not be discharged, impaired or varied except by the indefeasible
payment in full in cash of the principal of, premium, if any, and interest on the Notes in accordance with their respective terms
whenever the same shall become due and payable as in the Notes provided and all other sums due and payable under the Note Purchase
Agreement, at the place specified in and all in the manner and with the effect provided in the Notes and the Note Purchase Agreement,
as each may be amended or modified from time to time. Without limiting the foregoing, it is understood that repeated and successive
demands may be made and recoveries may be had hereunder as and when, from time to time, the Company shall default under or in respect
of the terms of the Notes or the Note Purchase Agreement and that notwithstanding recovery hereunder for or in respect of any given
default or defaults by the Company under the Notes or the Note Purchase Agreement, this Guaranty shall remain in full force and
effect and shall apply to each and every subsequent default.


 




    	 	-6-	 



     


    

 


Guaranty


 



(d)          All
rights of any Holder may be transferred or assigned at any time and shall be considered to be transferred or assigned at any time
or from time to time upon the valid and legal transfer of any Note pursuant to the Note Purchase Agreement whether with or without
the consent of or notice to any Guarantor under this Guaranty or to the Company.


 


(e)          To
the extent of any payments made under this Guaranty by a Guarantor, such Guarantor shall be subrogated to the rights of the Holder
upon whose Notes such payment was made, but the Guarantors covenant and agree that such right of subrogation shall be subordinate
in right of payment to the prior indefeasible final payment in cash in full of all amounts due and owing by the Company with respect
to the Notes and the Note Purchase Agreement and by the Guarantors under this Guaranty, and no Guarantor shall take any action
to enforce such right of subrogation, and no Guarantor shall accept any payment in respect of such right of subrogation, until
all amounts due and owing by the Company under or in respect of the Notes and the Note Purchase Agreement and all amounts due and
owing by the Guarantors hereunder have indefeasibly been finally paid in cash in full. If any amount shall be paid to any Guarantor
in violation of the preceding sentence at any time prior to the later of the indefeasible payment in cash in full of the Notes
and all other amounts payable under the Notes, the Note Purchase Agreement and this Guaranty, such amount shall be held in trust
for the benefit of the Holders and shall forthwith be paid to the Holders to be credited and applied to the amounts due or to become
due with respect to the Notes and all other amounts payable under the Note Purchase Agreement and this Guaranty, whether matured
or unmatured. Each Guarantor acknowledges that it has received direct and indirect benefits from the financing arrangements contemplated
by the Note Purchase Agreement and that the waiver set forth in this paragraph (e) is knowingly made as a result of
the receipt of such benefits.


 


(f)          Each
Guarantor agrees that to the extent the Company or any other Person makes any payment on any Note, which payment or any part thereof
is subsequently invalidated, voided, declared to be fraudulent or preferential, set aside, recovered, rescinded or is required
to be retained by or repaid to a trustee, receiver, or any other Person under any bankruptcy code, common law, or equitable cause,
then and to the extent of such payment, the obligation or the part thereof intended to be satisfied shall be revived and continued
in full force and effect with respect to the Guarantors’ obligations hereunder, as if said payment had not been made. The
liability of the Guarantors hereunder shall not be reduced or discharged, in whole or in part, by any payment to any Holder from
any source that is thereafter paid, returned or refunded in whole or in part by reason of the assertion of a claim of any kind
relating thereto, including, but not limited to, any claim for breach of contract, breach of warranty, preference, illegality,
invalidity, or fraud asserted by any account debtor or by any other Person.


 


(g)          No
Holder shall be under any obligation: (1) to marshal any assets in favor of any Guarantor or in payment of any or all of the liabilities
of the Company under or in respect of the Notes or the obligations of any Guarantor hereunder or (2) to pursue any other remedy
that any Guarantor may or may not be able to pursue themselves and that may lighten such Guarantor’s burden, any right to
which each Guarantor hereby expressly waives.


 




    	 	-7-	 



     


    

 


Guaranty


 



(h)          The
obligations of each Guarantor under this Guaranty rank pari passu in right of payment with all other Indebtedness of such
Guarantor which is not secured or which is not expressly subordinated in right of payment to any other Indebtedness of such Guarantor.


 


Section 5.          Representations
and Warranties of the Guarantors.


 


The Guarantors, jointly
and severally, represent and warrant to each Holder that:


 


Section 5.1.          Organization;
Power and Authority. Each Guarantor is duly organized, validly existing and in good standing under the laws of its jurisdiction
of organization, and is duly qualified and 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 Guarantor 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 Guaranty, and to perform the provisions hereof.


 


Section 5.2.          Authorization,
Etc. This Guaranty has been duly authorized by all necessary legal action on the part of each Guarantor, and this Guaranty
constitutes a legal, valid and binding obligation of such Guarantor enforceable against such Guarantor 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.          Compliance
with Laws, Other Instruments, Etc. The execution, delivery and performance by each Guarantor of this Guaranty, 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 such
Guarantor or any of its Subsidiaries under, any indenture, mortgage, deed of trust, loan, purchase or credit agreement, lease,
charter, by-laws, partnership agreement, limited liability company agreement or any other agreement or instrument to which such
Guarantor or any of its Subsidiaries is bound or by which such Guarantor 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 such Guarantor or any
of its Subsidiaries or (c) violate any provision of any statute or other rule or regulation of any Governmental Authority
applicable to such Guarantor or any of its Subsidiaries.


 


Section 5.4.          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 each Guarantor of this Guaranty.


 




    	 	-8-	 



     


    

 


Guaranty


 



Section 5.5.          Guaranty
Ranks Pari Passu. The obligations of each Guarantor under this Guaranty rank at least pari passu in right of payment
with all other unsecured Senior Indebtedness (actual or contingent) of such Guarantor, including, without limitation in the case
of the Parent Guarantor, all unsecured Senior Indebtedness of the Parent Guarantor described in Schedule 5.15 of the Note
Purchase Agreement.


 


Section 6.          Guarantor
Covenants.


 


Section 6.1.          Note
Purchase Agreement Covenants. From and after the date of issuance of the Notes by the Company and continuing so long as any
amount remains unpaid thereon, each Guarantor agrees to comply with the terms and provisions of the Note Purchase Agreement, insofar
as such provisions apply to each Guarantor, as if said terms and provisions were set forth herein in full.


 


Section 6.2.          Guaranty
to Rank Pari Passu. This Guaranty and all other obligations under this Guaranty of each Guarantor at all times shall rank at
least pari passu in right of payment with all other present and future unsecured Senior Indebtedness (actual or contingent)
of such Guarantor which is not expressed to be subordinate or junior in rank to any other unsecured Senior Indebtedness of such
Guarantor.


 


Section 7.          Governing
Law.


 


(a)          This
Guaranty 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.


 


(b)         Each
Guarantor 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 solely to this Guaranty.
To the fullest extent permitted by applicable law, each Guarantor 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.


 


(c)          Each
Guarantor consents to process being served by or on behalf of any Holder in any suit, action or proceeding of the nature referred
to in Section 7 solely by mailing a copy thereof by registered or certified mail (or any substantially similar form
of mail), postage prepaid, return receipt requested, to it at its address specified in Section 9 or at such other address
of which such holder shall then have been notified pursuant to said Section. Each Guarantor 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.


 




    	 	-9-	 



     


    

 


Guaranty


 



(d)          Nothing
in this Section 7 shall affect the right of any Holder to serve process in any manner permitted by law, or limit any
right that the Holders may have to bring proceedings against any Guarantor 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 Guaranty or any other document executed
in connection herewith or therewith.


 


Section 8.          Amendments,
Waivers and Consents.


 


(a)          This
Guaranty may be amended, and the observance of any term hereof may be waived (either retroactively or prospectively), with (and
only with) the written consent of each Guarantor and the Required Holders; provided, that without the written consent of
the Holder of each Note at the time outstanding affected thereby, no such amendment or waiver shall be effective which will reduce
the scope of the guaranty set forth in this Guaranty or amend the requirements of Sections 2, 3 or 4 hereof or amend
this Section 8. No such amendment or waiver shall extend to or affect any obligation not expressly amended or modified
or impair any right consequent thereon.


 


(b)          Each
Guarantor will provide each Holder (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 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. Each Guarantor will deliver executed or
true and correct copies of each amendment, waiver or consent effected pursuant to the provisions of this Section 8
to each Holder promptly following the date on which it is executed and delivered by, or receives the consent or approval of, the
requisite Holders.


 


(c)          Each
Guarantor will not directly or indirectly pay or cause to be paid any remuneration, whether by way of fee or otherwise, or grant
any security, to any Holder as consideration for or as an inducement to the entering into by any Holder of any waiver or amendment
of any of the terms and provisions hereof unless such remuneration is concurrently paid, or security is concurrently granted, on
the same terms, ratably to each Holder even if such Holder did not consent to such waiver or amendment.


 


(d)          Any
amendment or waiver consented to as provided in this Section 8 applies equally to all Holders and is binding upon them
and upon each future Holder and upon each Guarantor. No such amendment or waiver will extend to or affect any obligation, covenant
or agreement not expressly amended or waived or impair any right consequent thereon. No course of dealing between each Guarantor
and any Holder nor any delay in exercising any rights hereunder shall operate as a waiver of any rights of any Holder. As used
herein, the term “this Guaranty” and references thereto shall mean this Guaranty as it may from time to time be amended
or supplemented.


 




    	 	-10-	 



     


    

  


Guaranty


 



(e)          Solely
for the purpose of determining whether 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 Guaranty, Notes directly or indirectly
owned by any Guarantor, the Company or any of their respective subsidiaries or Affiliates shall be deemed not to be outstanding.


 


(f)          Notwithstanding
anything else in this Guaranty, this Guaranty may automatically terminate with respect to certain Subsidiary Guarantors to the
extent provided in Section 9.8(b) of the Note Purchase Agreement.


 


Section 9.          Notices.


 


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 a recognized overnight delivery service (charges prepaid), or (b) by registered or certified mail with
return receipt requested (postage prepaid), or (c) by a recognized overnight delivery service (with charges prepaid). Any
such notice must be sent:


 


(1)         if
to a Purchaser or such Purchaser’s nominee, to such Purchaser or such Purchaser’s nominee at the address specified
for such communications on Schedule A to the Note Purchase Agreement or at such other address as such Purchaser or such Purchaser’s
nominee shall have specified to the Company in writing,


 


(2)         if
to any other Holder, to such Holder at such address as such Holder shall have specified to the Company in writing, or


 


(3)         if
to any Guarantor, to the Parent Guarantor at 70 East Long Lake Road, Bloomfield Hills, Michigan 48304, to the attention of Brian
Dickman, or at such other address as the Parent Guarantor shall have specified to the Holders in writing.


 


Notices under this Section 9 will
be deemed given only when actually received.


 


Section 10.         Proceeds.


 


Each beneficiary of this
Guaranty by its acceptance hereof agrees that any proceeds recovered hereunder will be shared pro rata among each beneficiary
hereunder.


 




    	 	-11-	 



     


    

  


Guaranty


 



Section 11.         Miscellaneous.


 


(a)          No
remedy herein conferred upon or reserved to any Holder is intended to be exclusive of any other available remedy or remedies, but
each and every such remedy shall be cumulative and shall be in addition to every other remedy given under this Guaranty now or
hereafter existing at law or in equity. No delay or omission to exercise any right or power accruing upon any default, omission
or failure of performance hereunder shall impair any such right or power or shall be construed to be a waiver thereof but any such
right or power may be exercised from time to time and as often as may be deemed expedient. In order to entitle any Holder to exercise
any remedy reserved to it under this Guaranty, it shall not be necessary for such Holder to physically produce its Note in any
proceedings instituted by it or to give any notice, other than such notice as may be herein expressly required.


 


(b)          Each
Guarantor will pay all sums becoming due under this Guaranty to any Holder by the method and at the address specified for such
Holder in the Note Purchase Agreement, or by such other method or at such other address as such Holder shall have from time to
time specified to the Guarantors in writing for such purpose, without the presentation or surrender of this Guaranty or any Note.


 


(c)          Any
provision of this Guaranty 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.


 


(d)          This
Guaranty shall be binding upon each Guarantor and its successors and assigns and shall inure to the benefit of each Holder and
its successors and assigns (including, without limitation, any subsequent holder of a Note) whether so expressed or not, so long
as its Notes remain outstanding and unpaid. It is agreed and understood that any Person may become a Guarantor hereunder by executing
a Guarantor Supplement substantially in the form of Exhibit A attached hereto and delivering the same to the Holders. Any
such Person shall thereafter be a “Guarantor” for all purposes under this Guaranty Agreement.


 


(e)          This
Guaranty 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.


 




    	 	-12-	 



     


    

 


IN WITNESS WHEREOF,
each Guarantor has caused this Guaranty to be duly executed and delivered as of the date first written above.


 


	 	PARENT GUARANTOR:
	 	 
	 	AGREE REALTY CORPORATION,
	 	a Maryland corporation
	 	 
	 	By: 	 
	 	Name: Joel N. Agree
	 	Title: President
	 	 
	 	SUBSIDIARY GUARANTORS:
	 	 
	 	AGREE LIMITED PARTNERSHIP,
	 	a Delaware limited partnership
	 	 
	 	By:	Agree Realty Corporation,
	 	 	a Maryland corporation
	 	Its:	Sole General Partner
	 	 
	 	 	By:	 
	 	 	 	Joel N. Agree
	 	 	Its:	President


 


[Signature Page to Guaranty]


 




     


     


    

 


	 	
        AGREE 17-92, LLC,

        a Florida 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 ANDERSON SC LLC,
	 	a Delaware limited liability company
	 	AGREE ANN ARBOR JACKSON, LLC,
	 	a Delaware limited liability company
	 	
        AGREE ANN ARBOR STATE STREET, LLC, 

        a Michigan limited liability company

	 	AGREE APOPKA FL, LLC,
	 	a Delaware limited liability company
	 	AGREE ARLINGTON TX LLC,
	 	a Texas limited liability company
	 	AGREE ATCHISON, LLC,
	 	a Kansas 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 BRENHAM TX, 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


 


[Signature Page to Guaranty]


 




     


     


    

 


	 	AGREE BRIGHTON, LLC,
	 	a Delaware limited liability company
	 	AGREE BROOKLYN OH LLC,
	 	an Ohio limited liability company
	 	AGREE BUFFALO CENTER IA, LLC,
	 	a Delaware limited liability company
	 	AGREE CANNON STATION 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 CHARLOTTE POPLAR, LLC,
	 	a North Carolina limited liability company
	 	AGREE CHICAGO KEDZIE, LLC,
	 	a Illinois limited liability company
	 	AGREE COCHRAN GA, LLC,
	 	a Georgia limited liability company
	 	AGREE COLUMBIA SC LLC,
	 	a Delaware limited liability company
	 	AGREE CONCORD, LLC,
	 	a North Carolina limited liability company
	 	AGREE DANIEL MORGAN AVE SPARTANBURG 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
	 	AGREE EVERGREEN CO, 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


 


[Signature Page to Guaranty]


 




     


     


    

 


	 	
        AGREE FACILITY NO. 1, 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 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 GRAND CHUTE WI LLC,

        a Delaware limited liability company

	 	
        AGREE GRAND FORKS LLC,

        a North Dakota 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 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 JOPLIN MO LLC,
	 	a Missouri 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


 


[Signature Page to Guaranty]


 




     


     


    

 


	 	
        AGREE JUNCTION CITY KS 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

	 	
        AGREE LAKE ZURICH IL, LLC,

        an Illinois limited liability company

	 	
        AGREE LEBANON VA LLC,

        a Virginia limited liability company

	 	
        AGREE LEJUNE SPRINGFIELD IL, LLC,

        an Illinois limited liability company

	 	
        AGREE LIGONIER PA, LLC,

        a Pennsylvania limited liability company

	 	
        AGREE LOWELL, LLC,

        a Delaware limited liability company

	 	
        AGREE LYONS GA LLC,

        a Georgia limited liability company

	 	
        AGREE MADISONVILLE TX LLC,

        a Texas limited liability company

	 	
        AGREE MAGNOLIA KNOXVILLE TN LLC,

        a Tennessee limited liability company

	 	
        AGREE MANCHESTER, LLC,

        a Connecticut limited liability company

	 	
        AGREE MARSHALL MI OUTLOT, LLC,

        a Delaware limited liability company

	 	
        AGREE MCKINNEY TX, LLC,

        a Texas limited liability company

	 	
        AGREE MEMPHIS GETWELL, LLC,

        a Tennessee limited liability company

	 	AGREE MINNEAPOLIS CLINTON AVE, LLC, a Minnesota limited liability company
	 	AGREE MONTGOMERY AL LLC,
	 	an Alabama 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


 


[Signature Page to Guaranty]


 




     


     


    

 


	 	
        AGREE MORROW GA, LLC,

        a Georgia limited liability company

	 	
        AGREE MT. DORA FL, LLC,

        a Delaware limited liability company

	 	
        AGREE NORTH LAS VEGAS, LLC,

        a Nevada limited liability company

	 	
        AGREE NOVI MI LLC,

        a Michigan limited liability company

	 	
        AGREE ORANGE & MCCOY, LLC,

        a Florida limited liability company

	 	
        AGREE PALAFOX PENSACOLA FL, 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 Michigan limited liability company

	 	
        AGREE PLAINFIELD, LLC,

        a Michigan limited liability company

	 	
        AGREE POINCIANA LLC,

        a Florida 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,

        an Oregon limited liability company

	 	
        AGREE RANCHO CORDOVA I LLC,

        a California limited liability company

	 	AGREE RAPID CITY SD, LLC,
	 	a South 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


 


[Signature Page to Guaranty]


 




     


     


    

 


	 	
        AGREE RICHMOND VA LLC,

        a Delaware limited liability company

	 	
        AGREE ROCHESTER NY LLC,

        a New York limited liability company

	 	
        AGREE SALEM OR, LLC,

        a Delaware limited liability company

	 	
        AGREE SARASOTA FL, 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 ST PETERSBURG LLC,

        a Florida limited liability company

	 	
        AGREE ST. AUGUSTINE SHORES, LLC,

        a Delaware limited liability company

	 	
        AGREE ST. JOSEPH MO, LLC,

        a Missouri limited liability company

	 	
        AGREE STATHAM GA, LLC,

        a Georgia 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 TOPEKA KS, LLC,

        a Delaware limited liability company

	 	
        AGREE TRI-STATE LEASE, LLC,

        a Delaware limited liability company

	 	AGREE UPLAND CA, 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


 


[Signature Page to Guaranty]


 




     


     


    

 


	 	
        AGREE VENICE, LLC,

        a Florida limited liability company

	 	
        AGREE VERO BEACH FL, LLC,

        a Delaware limited liability company

	 	
        AGREE WHITTIER CA, LLC,

        a Delaware limited liability company

	 	
        AGREE WICHITA FALLS TX LLC,

        a Texas limited liability company

	 	
        INDIANAPOLIS STORE NO. 16, LLC,

        a Delaware limited liability company

	 	
        LAWRENCE STORE NO. 203, LLC,

        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 LLC,
	 	a Michigan limited liability company
	 	AGREE CW, LLC,
	 	a Delaware limited liability company
	 	AGREE BURLINGTON, LLC,
	 	a Delaware limited liability company
	 	AGREE EAST PALATKA, LLC,
	 	a Delaware limited liability company
	 	AGREE NEW LENOX 2, 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


 


[Signature Page to Guaranty]


 




     


     


    

 


EXHIBIT A


 


Guarantor
Supplement


 


This
Guarantor Supplement (this “Guarantor Supplement”), dated as of [_______________, 20__] is made by [_______________],
a [_______________] (the “Additional Guarantor”), in favor of the holders from time to time of the Notes issued
pursuant to the Note Agreement described below.


 


Preliminary
Statements:


 


I.Pursuant to the
Note Purchase Agreement dated as of July 28, 2016 (as amended, modified, supplemented or restated from time to time, the “Note
Agreement”), by and among Agree Limited Partnership, a Delaware limited partnership (the “Company”),
Agree Realty Corporation, a Maryland corporation operating as a real estate investment
trust (the “Parent Guarantor”) and the Persons listed on the signature pages thereto (the “Purchasers”),
the Company has issued and sold $60,000,000 aggregate principal amount of its 4.42% Senior Guaranteed Notes due July 28, 2028
(as amended, restated or otherwise modified from time to time pursuant to Section 17 of the Note Agreement and including any such
notes issued in substitution therefor pursuant to Section 13 of the Note Agreement, the “Notes”).


 


II.The Company
is required pursuant to the Note Agreement to cause the Additional Guarantor to deliver this Guarantor Supplement in order to cause
the Additional Guarantor to become a Guarantor under the Guaranty dated as of July 28, 2016 executed by the Parent Guarantor
and certain Subsidiaries of the Company (together with each entity that from time to time becomes a party thereto by executing
a Guarantor Supplement pursuant to Section 9.8(a) of the Note Agreement, collectively, the “Guarantors”)
in favor of each holder from time to time of any of the Notes (as the same may be amended, restated, supplemented or otherwise
modified from time to time, the “Guaranty Agreement”).


 


III.The Additional
Guarantor has received and will receive substantial direct and indirect benefits from the Company’s compliance with the terms
and conditions of the Note Agreement and the Notes issued thereunder.


 


IV.Capitalized
terms used and not otherwise defined herein have the definitions set forth in the Note Agreement.


 


Now
Therefore, in consideration of the funds advanced to the Company by the Purchasers under the Note Agreement and to enable
the Company to comply with the terms of the Note Agreement, the Additional Guarantor hereby covenants, represents and warrants
to the holders as follows:


 


Exhibit
2.2


(to
Note Purchase Agreement)


 




     


     


    

 


The Additional Guarantor hereby
becomes a Guarantor (as defined in the Guaranty Agreement) for all purposes of the Guaranty Agreement. Without limiting the foregoing,
the Additional Guarantor hereby (a) jointly and severally with the other Guarantors under the Guaranty Agreement, guarantees
to the holders from time to time of the Notes the prompt payment in full when due (whether at stated maturity, by acceleration
or otherwise) and the full and prompt performance and observance of all Guaranteed Obligations (as defined in Section 2 of the
Guaranty Agreement) in the same manner and to the same extent as is provided in the Guaranty Agreement, (b) accepts and agrees
to perform and observe all of the covenants set forth therein, (c) makes the representations and warranties set forth in Section
5 of the Guaranty Agreement and (e) waives the rights, submits to jurisdiction, and consents to service of process as described
in Section 7 of the Guaranty Agreement.


 


Notice of acceptance
of this Guarantor Supplement and of the Guaranty Agreement, as supplemented hereby, is hereby waived by the Additional Guarantor.


 


The address for notices
and other communications to be delivered to the Additional Guarantor pursuant to Section 9 of the Guaranty Agreement is set forth
below.


 


In
Witness Whereof, the Additional Guarantor has caused this Guarantor Supplement to be duly executed and delivered as of the
date and year first above written.


 


	 	[Name of Guarantor]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 
	 	Notice Address for such Guarantor
	 	 
	 	 
	 	 
	 	 


 


[Signature Page to Guaranty]


 




     


     


    

 


Form of Opinion of Counsel


to the Company and the Parent
Guarantor


 


Exhibit
4.4(a)


(to
Note Purchase Agreement)


 




     


     


    

 


Form of Opinion of Counsel
to the Purchasers


 


[Provided on a case by case basis.]


 


Exhibit
4.4(b)


(to
Note Purchase Agreement)