Exhibit 4.2

       

      
        
          
            
              	
                      COMMON
      STOCK

                    	
                      CUSIP
      008492 10 0

                    
	
                      No.

                    	
                      SEE
      REVERSE FOR CERTAIN

                    
	
                        

                    	
                      DEFINITIONS

                    
	
                      INCORPORATED
      UNDER THE LAWS

                    	 
      
	
                      OF
      THE STATE OF MARYLAND

                    	 
      


            

          

        

      

       

      AGREE
REALTY CORPORATION

      


      


      


      This
Certifies
that                                           
is the registered holder
of           fully paid
and non-assessable Shares of Common Stock, par value $0.0001 per share, of Agree
Realty Corporation transferable only on the books of the Corporation by the
holder hereof in person or by duly authorized attorney upon surrender of this
Certificate properly endorsed.  This Certificate and the shares
represented hereby are issued and shall be subject to all of the provisions of
the Articles of Incorporation of the Corporation and the Bylaws of the
Corporation, and all amendments thereof, copies of which are on file at the
principal office of the Corporation and with the Transfer Agent.  This
Certificate is not valid until countersigned and registered by the Transfer
Agent and Registrar or its designated Agent.

      


      Witness
the facsimile seal of the Corporation and the facsimile signatures of its duly
authorized officers.

      


      Dated:


      


      
        
          
            
              
                	
                        Authorized Signatures:

                      	 
      	 
      	
                        [SEAL]

                      	 
      	 
      
	 
      	
                        Kenneth
      R. Howe, Secretary

                      	 
      	 
      	 
      	
                        Joey
      Agree,
President

                      


              

            

          

        

      

      


      Countersigned
and Registered:

      Computershare Trust Company,
N.A.

      Transfer
Agent and Registrar

      


      
        
          
            	
                    By:
      

                  	 
	
                     

                  	      
                    Authorized
      Signature

                  


          

        

      

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

      


      [REVERSE
SIDE OF CERTIFICATE]

      


      The
Corporation will furnish to any stockholder upon request and without charge a
full statement of the designations, preferences, conversion and other rights,
voting powers, restrictions, limitations as to dividends, qualifications, and
terms and conditions of redemption of shares of each class authorized to be
issued and, with respect to the classes of shares which may be issued in series,
the differences in the relative rights and preferences between the shares of
each series, to the extent they have been set, and the authority of the Board of
Directors to fix and determine the relative rights and preferences of subsequent
series.  Such request may be made to the Secretary of the Corporation
at its principal office or to the Transfer Agent.

      


      The
shares of Agree Realty Corporation stock represented by this certificate are
subject to restrictions on transfer for the purpose of the Corporation’s
maintenance of its status as a real estate investment trust under the Internal
Revenue Code of 1986, as amended (the “Code”).  Except as otherwise
provided pursuant to the Charter of the Corporation, no Person may (1)
Beneficially Own or Constructively Own shares of Equity Stock in excess of 9.8%
of the value of the outstanding Equity Stock of the Corporation (other than
members of the Agree-Rosenberg Group, who may not Beneficially Own or
Constructively Own shares of Equity Stock in excess of 24% of the value of the
outstanding Equity Stock of the Corporation); or (2) Beneficially Own Equity
Stock that would result in the Corporation’s being “closely held” under Section
856(h) of the Code.  Any Person who attempts to Beneficially Own or
Constructively Own shares of Equity Stock in excess of the above limitations
must immediately notify the Corporation in writing at least 15 days prior to
such proposed or attempted transfer.  All capitalized terms in this
legend have the meanings defined in the Corporation’s Charter, as the same may
be further amended from time to time, a copy of which, including the
restrictions on transfer, will be sent without charge to each stockholder who so
requests.  If the restrictions on transfer are violated, the shares of
Equity Stock represented hereby will be automatically converted into shares of
Excess Stock which will be held in trust by the Corporation.

      


      The
following abbreviations, when used in the inscription on the face of this
certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

      
         

        
          
            
              
                
                  
                    	 
      	 
      	 
      	 
      	
                            UNIF
      GIFT MIN ACT —

                          
	
                            TEN COM

                          	—	
                            as
      tenants in common

                          	 
      	
                            _____  
      Custodian  _______

                          
	
                            TEN
      ENT

                          	—	
                            as
      tenants by the entireties

                          	 
      	
                            (Cust)                     (Minor)

                          
	
                            JT
      TEN

                          	—	
                            as
      joint tenants with right of

                          	 
      	
                            under
      Uniform Gifts to Minors

                          
	 
      	 
      	
                            survivorship
      and not as tenants

                          	 
      	
                                               Act
      ________________

                          
	 
      	 
      	
                            in
      common

                          	 
      	
                                                                   
      (State)

                          


                  

                

              

            

          

        

         

        Additional
abbreviations may also be used though not in the above list.

      

      


      For value
received, __________________ hereby sells, assigns and transfers unto __________
(Please insert social security or other identifying number of assignee)
___________________________________________________________________ (Please
print or typewrite name and address, including zip code, of assignee)
____________________________ Shares of the capital stock represented by the
within Certificate, and does hereby irrevocably constitute and appoint
______________________________ Attorney to transfer the said stock on the books
of the within named Corporation with full power of substitution in the
premises.

      


      
        
          	
                  Dated_______________________________

                	 
      	
                  x__________________________________________________

                
	
                   

                	 
      	
                        
                    NOTICE:
      The signature to this assignment must correspond with the name as
      written upon the face of the certificate in every particular, without
      alteration or enlargement or any change
  whatever.

                  

                


        

      

       

      
        	
                SIGNATURE(S) GUARANTEED

              	______________________________________________________________
	 
      	
                THE
      SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION
      (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH
      MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM) PURSUANT
      TO S.E.C. RULE 17-Ad.