0001193125-10-209944 Sample Contracts

APOLLO COMMERCIAL REAL ESTATE FINANCE, INC. [ ] Shares of Common Stock Underwriting Agreement (this “Agreement”)
Underwriting Agreement • September 14th, 2010 • Apollo Commercial Real Estate Finance, Inc. • Real estate investment trusts • New York

Apollo Commercial Real Estate Finance, Inc., a Maryland corporation (the “Company”), which is 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”.

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APOLLO COMMERCIAL REAL ESTATE FINANCE, INC. FORM OF RESTRICTED STOCK UNIT AWARD AGREEMENT
Restricted Stock Unit Award Agreement • September 14th, 2010 • 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 .

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