0001144204-13-064531 Sample Contracts

UNDERWRITING AGREEMENT
Underwriting Agreement • November 27th, 2013 • Agree Realty Corp • Real estate investment trusts • New York

Agree Realty Corporation, a Maryland corporation (the “Company”), and Agree Limited Partnership, a Delaware limited partnership (the “Operating Partnership”), confirm their agreement with Citigroup Global Markets Inc. (the “Underwriter”) with respect to (i) the sale by the Company and the purchase by the Underwriter of 1,650,000 shares (the “Firm Shares”) of its common stock, par value $0.0001 per share (the “Common Stock”) and (ii) the grant by the Company to the Underwriter of the option described in Section 2(b) hereof to purchase up to an additional 247,500 shares of Common Stock (the “Option Shares”). The Firm Shares and the Option Shares are hereinafter called, collectively, the “Shares.”

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