Date: September 28, 2022 To: Agree Realty Corporation 70 E. Long Lake RoadRegistered Forward Transaction • October 3rd, 2022 • Agree Realty Corp • Real estate investment trusts • New York
The purpose of this letter agreement is to confirm the terms and conditions of the Transaction entered into between Citibank, N.A. (“Dealer”) and Agree Realty Corporation (“Counterparty”) on the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below.
AGREE REALTY CORPORATION 5,000,000 Shares of Common Stock (Par Value $0.0001 Per Share) UNDERWRITING AGREEMENTUnderwriting Agreement • October 3rd, 2022 • Agree Realty Corp • Real estate investment trusts • New York
Agree Realty Corporation, a Maryland corporation (the “Company”), Agree Limited Partnership, a Delaware limited partnership (the “Operating Partnership”), and Morgan Stanley & Co. LLC (“Morgan Stanley”) and Citigroup Global Markets Inc. (“Citigroup”) (Morgan Stanley and Citigroup, in their capacity as seller of Common Stock (as defined below), the “Forward Sellers”), at the request of the Company in connection with the Forward Sale Agreements (as defined below), confirm their agreement with each of the underwriters named in Schedule I hereto (collectively, the “Underwriters,” which term shall also include any underwriter hereinafter substituted as provided in Section 11 hereof), for whom Morgan Stanley and Citigroup are acting as representatives (in such capacity, if and as applicable, the “Representatives”) with respect to the sale by the Forward Sellers, acting severally and not jointly, and the purchase by the Underwriters, acting severally and not jointly, of an aggregate of 5,000,
