On January 15, 2013, Agree Realty Corporation (the "Company") and Agree Limited Partnership (the "Operating Partnership"), for which the Company is the sole general partner, entered into an Underwriting Agreement with Raymond James & Associates, Inc., as representative of the several underwriters named in Schedule I thereto (the "Underwriting Agreement"). Pursuant to the terms and conditions of the Underwriting Agreement, the Company agreed to sell 1,725,000 shares (including 225,000 shares issued pursuant to the underwriters' over-allotment option) of common stock, par value $0.0001 per share, at a purchase price to the public of $27.25 per share. Raymond James & Associates, Inc. served as sole book-running manager for the offering. BMO Capital Markets Corp. served as lead manager for the offering, and Compass Point Research & Trading, LLC, PNC Capital Markets LLC and Piper Jaffray & Co. served as co-managers for the offering.

The offering closed on January 18, 2013, and the Company issued 1,725,000 shares pursuant to the Company's shelf registration statement on Form S-3 (File No. 333-184095), which was declared effective by the Securities and Exchange Commission on October 15, 2012.

The Company received net proceeds from the offering of approximately $44.9 million, after deducting the underwriting discount and estimated offering expenses payable by the Company.

(d) Exhibits.

Exhibit Number   Description
1.1              Underwriting Agreement, dated as of January 15, 2013, among Agree
                 Realty Corporation, Agree Limited Partnership and Raymond James &
                 Associates, Inc., as representative of the several underwriters
                 named therein
5.1              Opinion of Hunton & Williams LLP regarding legality of the shares
8.1              Opinion of Hunton & Williams LLP regarding tax matters
23.1             Consent of Hunton & Williams LLP (included in Exhibit 5.1 and
                 Exhibit 8.1)