Date: April 29, 2019 To: Agree Realty Corporation 70 E. Long Lake Road Bloomfield Hills, Michigan 48304Registered Forward Transaction • May 2nd, 2019 • Agree Realty Corp • Real estate investment trusts • New York
From: Jefferies LLC 520 Madison Avenue New York, NY 10022 Attn: Equity Derivatives Middle Office Telephone: +1 212-323-7640 Email: eqderiv_mo@jefferies.com
AGREE REALTY CORPORATION 2,750,000 Shares of Common Stock (Par Value $0.0001 Per Share) UNDERWRITING AGREEMENTUnderwriting Agreement • May 2nd, 2019 • 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 Jefferies LLC (“Jefferies”) and Citigroup Global Markets Inc. (“CGMI”) (in its capacity as agent for Citibank, N.A., a Forward Counterparty (as defined below)) (CGMI, together with Jefferies, in their capacities as sellers 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 Jefferies LLC, Citigroup Global Markets Inc. and Wells Fargo Securities, LLC are acting as representatives (in such capacity, if and as applicable, the “Representatives”) with respect to the sale by the Forward Sellers, acting seve
