AUDIT COMMITTEE CHARTER

Purpose

The Audit Committee (the “Committee”) is appointed by the Board of Directors (the “Board”) of Agree Realty Corporation (the “Company”) to monitor (1) the integrity of the financial statements of the Company, (2) the independence and qualifications of the Company’s independent auditors, (3) the performance of the Company’s internal and external auditors and (4) the compliance by the Company with legal and regulatory requirements.

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Purpose

The Compensation Committee (the “Committee”) of Agree Realty Corporation (the “Company”) shall review and approve the Company’s compensation philosophy. It is charged with the broad responsibility for assuring that officers and key management personnel are effectively compensated in terms that are motivating, internally equitable and externally competitive. The Committee shall approve all compensation of executive officers, set the criteria for awards under incentive compensation plans and determine whether such criteria have been met. The Committee will generally oversee policies and practices of the Company that advance its organizational development, including those designed to achieve the most productive engagement of the Company’s workforce.

 

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Purpose

The purpose of the Nominating & Governance Committee (the “Committee”) of Agree Realty Corporation (the “Company”) is (1) to assist the Company’s Board of Directors (the “Board”) in establishing criteria and qualifications for potential Board members, (2) to identify high quality individuals who have the core competencies and experience to become members of the Board and to recommend to the Board the director nominees for the next annual meeting of stockholders; (3) to establish corporate governance practices in compliance with applicable regulatory requirements and consistent with the highest standards, and recommend to the Board the corporate governance guidelines applicable to the Company; (4) to lead the Board in its annual review of the performance of the Board and management; (5) to recommend to the Board director nominees for each committee; and (6) to oversee the evaluation of the Board, including its committees, and management of the Company.

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Introduction

For ease of use, references in this policy to the “Company” means Agree Realty Corporation, Agree Limited Partnership and their direct and indirect subsidiaries and affiliates.

U.S. federal securities laws prohibit the purchase or sale of securities of a company by persons in possession of material, nonpublic information about such company, or the disclosure of material nonpublic information about a company to another person who then trades in its securities (together referred to herein as “insider trading”). Insider trading violations are pursued vigorously by regulatory authorities and sanctions can be severe. Those subject to sanctions include the persons illegally trading, persons who tip material nonpublic information to other persons who illegally trade, and potentially companies and other controlling persons if they fail to take reasonable steps to prevent insider trading.

The Company recognizes that the Company’s directors (“Directors”), officers and other employees will invest in and hold securities of the Company and encourages them to do so as a long-term investment. However, in order to insulate the Company and such persons from sanctions for insider trading, as well as to prevent any appearance of improper conduct by any such persons, the Company has adopted this Insider Trading policy.

 

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Introduction

This Code of Business Conduct and Ethics (“Code”) covers a wide range of business practices and procedures. It does not cover every issue that may arise, but it sets out basic principles to guide all employees, executive officers and directors and certain agents and representatives, including consultants (collectively, “Covered Persons”), of Agree Realty Corporation (the “Company”). All Covered Persons must conduct themselves accordingly and seek to avoid even the appearance of improper behavior.

If a law conflicts with a policy in this Code, you must comply with the law; however, if a local custom or policy conflicts with this Code, you must comply with the Code. If you have any questions about these conflicts, you should ask your supervisor how to handle the situation.

Those who violate the standards in this Code will be subject to disciplinary action. If you are in a situation, which you believe may violate or lead to a violation of this Code, follow the guidelines described in Section 13 of this Code.

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Purpose

These corporate governance guidelines, which are guidelines rather than rules, describe the core principles for the governance of Agree Realty Corporation (the “Company”). Detailed statements governing the legal relationship of the Board of Directors (the “Board”) to our stockholders and management and the functions of the Board and its committees are set forth in the Company’s articles of incorporation and bylaws, charters of the committees established by the Board, and more detailed guidelines, policies or procedures adopted by the Board from time to time.

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