On April 28, 2017,
Agree Realty Corporation (the “
Company
”) and Agree Limited Partnership (the “
Operating Partnership
”),
for which the Company is the sole general partner, entered into an Equity Distribution Agreement (the “
Raymond James Agreement
”)
with Raymond James & Associates, Inc. (“
Raymond James
”), as agent and/or principal, an Equity Distribution
Agreement (the “
Baird Agreement
”) with Robert W. Baird & Co. Incorporated (“
Baird
”),
as agent and/or principal, an Equity Distribution Agreement (the “
Citigroup Agreement
”) with Citigroup Global
Markets Inc. (“
Citigroup
”), as agent and/or principal, an Equity Distribution Agreement (the “
Jefferies
Agreement
”) with Jefferies LLC (“
Jefferies
”), as agent and/or principal, an Equity Distribution Agreement
(the “
Stifel Agreement
”) with Stifel, Nicolaus & Company, Incorporated (“Stifel”), as agent
and/or principal, an Equity Distribution Agreement (the “
Sun Trust Agreement
”) with Sun Trust Robinson Humphrey,
Inc. (“
Sun Trust
”), as agent and/or principal, and an Equity Distribution Agreement (the “
Wells Fargo
Agreement
” and, together with the Raymond James Agreement, the Baird Agreement, the Citigroup Agreement, the Jefferies
Agreement, the Stifel Agreement and the Sun Trust Agreement, the “
Equity Distribution Agreements
”) with Wells
Fargo Securities, LLC (“
Wells Fargo
” and, together with Raymond James, Baird, Citigroup, Jefferies, Stifel and
Sun Trust, the “
Managers
”), as agent and/or principal, pursuant to which the Company may issue and sell from
time to time through the Managers shares of the Company’s common stock, par value $0.0001 per share, having an aggregate
offering price of up to $200,000,000 (the “
Shares
”).
Sales of the Shares,
if any, will be made in negotiated transactions, which may include block trades, or in transactions that are deemed to be “at
the market” offerings as defined in Rule 415(a)(4) under the Securities Act of 1933, as amended, including sales made directly
on the New York Stock Exchange or sales made to or through a market maker other than on an exchange. Under each Equity Distribution
Agreement, the applicable Manager is entitled to compensation of up to 2.0% of the gross sales price per share for any Shares sold
through such Manager as the Company’s agent. Subject to the terms and conditions of the Equity Distribution Agreements, each
Manager will use its commercially reasonable efforts consistent with its normal trading and sales practices to sell any Shares
to be offered by the Company at market prevailing prices up to the amount specified by the Company. The offering of Shares pursuant
to the Equity Distribution Agreements will terminate upon the earlier of (a) the sale of all the Shares subject to the Equity Distribution
Agreements or (b) the termination of all of the Equity Distribution Agreements by the Managers or the Company.
The Shares will be
issued pursuant to the Company’s registration statement on Form S-3 (File No. 333-201420), which was declared effective by
the Securities and Exchange Commission (the “
Commission
”) on March 27, 2015, and a prospectus supplement dated
April 28, 2017, filed by the Company with the Commission. This Current Report on Form 8-K does not constitute an offer to sell
or the solicitation of an offer to buy nor shall there be any sale of Shares in any state in which such offer, solicitation or
sale would be unlawful prior to registration or qualification under the securities laws of any such state.
The foregoing description
of the material terms of the Equity Distribution Agreements and the transactions contemplated thereby does not purport to be complete
and is qualified in its entirety by reference to the full text of the form of Equity Distribution Agreement by and among the Company,
the Operating Partnership and each Manager, which is filed as Exhibit 1.1 to this report and incorporated herein by reference.
The Equity Distribution Agreements with the other Managers listed above are substantially identical in all material respects except
as to the parties.