FORM OF EXCHANGE AGREEMENTExchange Agreement • October 24th, 2018 • Apollo Commercial Real Estate Finance, Inc. • Real estate investment trusts
[__] (the “Undersigned”), for itself and on behalf of the beneficial owners listed on Exhibit A hereto (“Accounts”) for whom the Undersigned holds contractual and investment authority (each Account, as well as the Undersigned if it is exchanging Existing Notes (as defined below) hereunder, a “Holder”), enters into this Exchange Agreement (the “Agreement”) with Apollo Commercial Real Estate Finance, Inc., a Maryland corporation (the “Company”), on August 2, 2018 pursuant to which the Holders will exchange (the “Exchange”) the Company’s 5.50% Convertible Senior Notes due 2019 (the “Existing Notes”) for the Exchange Consideration (as defined below). The Existing Notes to be exchanged by the Holder in the Exchange are referred to herein as the “Exchanged Notes”.
