ATM EQUITY OFFERINGSM SALES AGREEMENTEquity Offeringsm Sales Agreement • May 9th, 2013 • 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, subject to the terms and conditions stated herein, to issue and sell from time to time to or through Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merril Lynch”), as sales agent and/or principal or JMP Securities LLC (“JMP”), as sales agent/and or principal (each, an “Agent”, and collectively the “Agents”), shares (the “Shares”) of the Company’s common stock, $0.01 par value (the “Common Stock”), having an aggregate gross sales price of not to exceed $100,000,000, on the terms set forth in this ATM Equity OfferingSM Sales Agreement. The Company agrees that whenever it determines to sell Shares directly to the Agents as principal it will enter into a separate written Terms Agreement (each, a “Terms Agreement”), in substantially
