Date: April 20, 2020 To: Agree Realty Corporation 70 E. Long Lake Road Bloomfield Hills, Michigan 48304 From: Citibank, N.A. 390 Greenwich Street New York, NY 10013 Attn: Adam Muchnick Telephone: (212) 723-3850 Email: adam.muchnick@citi.comAgree Realty Corp • April 22nd, 2020 • 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 6,166,666 Shares of Common Stock (Par Value $0.0001 Per Share) UNDERWRITING AGREEMENTUnderwriting Agreement • April 22nd, 2020 • 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 Citigroup Global Markets Inc. (“CGMI”) (in its capacity as agent for Citibank, N.A., a Forward Counterparty (as defined below)) (CGMI, in its capacity as seller of Common Stock (as defined below), the “Forward Sellers,” which term shall also include a single seller in such capacity), at the request of the Company in connection with the Forward Sale Agreements (as defined below), confirm its agreement with each of the underwriters named in Schedule I hereto (collectively, the “Underwriters,” which term shall also include a single underwriter and any underwriter hereinafter substituted as provided in Section 11 hereof), for whom Citigroup Global Markets Inc. is acting as representative (in such capacity, if and as applicable, the “Representatives,” which term shall mean a single representative) with respect to the sale by the Forwa
