Item 3.02. Unregistered Sales of Equity Securities.

On May 27, 2009, Agree Realty Corporation issued 257,794 shares of common stock upon the tender of 257,794 OP Units by the estate of a limited partner of Agree Limited Partnership. In accordance with terms of the limited partnership agreement of Agree Limited Partnership, each OP Unit may be exchanged for a share of common stock at the election of the limited partners. Agree Realty Corporation, as sole general partner of Agree Limited Partnership, has the option, but not the obligation, to settle exchanged OP Units in cash based on the current trading price of its common stock, but did not exercise such right in connection with the foregoing tender. The issuance of shares of common stock was made in a private placement transaction exempt from registration pursuant to
Section 4 (2) of the Securities Act of 1933, as amended.

---