APOLLO COMMERCIAL REAL ESTATE FINANCE, INC. [ ] Shares of Common Stock Form of Underwriting Agreement (this “Agreement”)Apollo Commercial Real Estate Finance, Inc. • September 22nd, 2009 • Real estate investment trusts • New York
Apollo Commercial Real Estate Finance, Inc., a Maryland corporation (the “Company”), which will be externally managed and advised by ACREFI Management, LLC, a limited liability company organized and existing under the laws of Delaware (the “Manager”), proposes to issue and sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of [ ] shares of common stock, par value $0.01 per share, of the Company (the “Common Stock”; and such shares, the “Underwritten Shares”) and, at the option of the Underwriters, up to an additional [ ] shares of Common Stock (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares”.
FORM OF INDEMNIFICATION AGREEMENTForm of Indemnification Agreement • September 22nd, 2009 • Apollo Commercial Real Estate Finance, Inc. • Real estate investment trusts • Maryland
THIS INDEMNIFICATION AGREEMENT (“Agreement”) is made and entered into as of the day of , 20 , by and between Apollo Real Estate Finance, Inc., a Maryland corporation (the “Company”), and (“Indemnitee”).
APOLLO COMMERCIAL REAL ESTATE FINANCE, INC. FORM OF PRIVATE PLACEMENT PURCHASE AGREEMENTPrivate Placement Purchase Agreement • September 22nd, 2009 • Apollo Commercial Real Estate Finance, Inc. • Real estate investment trusts • New York
PRIVATE PLACEMENT PURCHASE AGREEMENT (this “Agreement”) made as of this [ ] day of [ ], 2009, by and between Apollo Commercial Real Estate Finance, Inc., a Maryland corporation (the “Company”), and [ ] (the “Purchaser”).
FORM OF REGISTRATION RIGHTS AGREEMENTForm of Registration Rights Agreement • September 22nd, 2009 • Apollo Commercial Real Estate Finance, Inc. • Real estate investment trusts • New York
This REGISTRATION RIGHTS AGREEMENT, dated as of September [ ], 2009, is made and entered into by and between Apollo Commercial Real Estate Finance, Inc., a Maryland corporation (the “Company”), and certain persons listed on Schedule 1 hereto (such persons, in their capacity as holders of Registrable Shares, the “Holders” and each a “Holder”).
APOLLO COMMERCIAL REAL ESTATE FINANCE, INC. FORM OF RESTRICTED STOCK AWARD AGREEMENTRestricted Stock Award Agreement • September 22nd, 2009 • Apollo Commercial Real Estate Finance, Inc. • Real estate investment trusts • Delaware
THIS AGREEMENT is made by and between Apollo Commercial Real Estate Finance, Inc., a Maryland corporation (the “Company”) and (the “Grantee”), dated as of the day of , 20 .
