Unregistered Sales of Equity Securities (Form 8-K)

Unregistered Sales of Equity Securities.

Material Modifications to Rights of Security Holders.

Ranking

Optional Redemption

Except in instances relating to preservation of the Company's qualification as a real estate investment trust for U.S. federal income tax purposes, the Company may not voluntarily redeem the Series B-1Preferred Stock prior to July 15, 2026. On and after July 15, 2026, the Company may, at its option, redeem the Series B-1Preferred Stock, in whole, at any time, or in part, from time to time, for cash at a redemption price of $25.00 per share, plus any accrued and unpaid dividends (whether or not declared) to, but not including, the date of redemption (unless the applicable redemption date is after the record date fixed for a Series B-1Preferred Stock dividend and prior to the corresponding dividend payment date, in which case no additional amount for such accrued and unpaid dividend will be included in the redemption price). Any partial redemption will be selected pro rataor by any other equitable method the Company may choose acting reasonably.

To the extent that the Company has exercised its optional redemption right relating to the Series B-1Preferred Stock before the applicable conversion date, holders of Series B-1Preferred Stock will not be permitted to exercise the conversion right described below in respect of any shares called for redemption.

Change of Control Redemption

Upon the occurrence of a Change of Control (as defined below), the Company will be obligated to redeem the Series B-1Preferred Stock in whole if the holders of a majority of the shares of Series B-1Preferred Stock outstanding on the date of the Change of Control elect to cause the Company to redeem the outstanding shares of Series B-1Preferred Stock, subject to any shares that may be converted as described in 'Conversion Rights' below, as soon as practicable and in any event within 120 days after the first date on which such Change of Control has occurred for cash at a redemption price of $25.00 per share, plus any accrued and unpaid dividends (whether or not declared) to, but not including, the redemption date (unless such redemption date is after the record date fixed for a Series B-1Preferred Stock dividend and prior to the corresponding dividend payment date, in which case no additional amount for such accrued and unpaid dividend will be included in the redemption price).

A 'Change of Control' is when the following have occurred:

(a) (1) the acquisition by any person, including any syndicate or group deemed to be a 'person' under
Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the 'Exchange Act'), of beneficial ownership, directly or indirectly, through a purchase, merger or other acquisition transaction or series of purchases, mergers or other acquisition transactions of shares of the Company's capital

stock entitling that person to exercise more than 50% of the total voting power of all shares of the Company's capital stock entitled to vote generally in elections of directors (except that such person will be deemed to have beneficial ownership of all securities that such person has the right to acquire, whether such right is currently exercisable or is exercisable only upon the occurrence of a subsequent condition); and

(2) following the closing of any transaction referred to in (a)(1) above, neither the Company nor the acquiring or surviving entity has a class of common securities (or American Depository Receipts representing such common securities) listed on the New York Stock Exchange (the 'NYSE'), the NYSE MKT (the 'NYSE MKT' or the NASDAQ Stock Market ('NASDAQ'), or listed or quoted on an exchange or quotation system that is a successor to the NYSE, the NYSE MKT or the NASDAQ (an 'Ownership Change of Control'); or

(b) if ACREFI Management, LLC or an affiliate of Apollo Global Management, LLC is no longer the external manager of the Company.

Conversion Rights

Upon the occurrence of an Ownership Change of Control, each holder of Series B-1Preferred Stock will have the right to convert some or all of such holder's Series B-1Preferred Stock into a number of shares of the Company's common stock, per share of Series B-1Preferred Stock, equal to the quotient obtained by dividing (i) the sum of the $25.00 liquidation preference plus the amount of any accrued and unpaid dividends (whether or not declared) to, but not including, the date fixed for conversion (unless the conversion date is after the record date fixed for a Series B-1Preferred Stock dividend and prior to the corresponding Series B-1Preferred Stock dividend payment date, in which case no additional amount for such accrued and unpaid dividend will be included in this sum) by (ii) the Common Stock Price (as defined below); provided, however, that in no event will the total number of shares of the Company's common stock to be issued upon conversion (when taken together with any common stock purchased by the Purchaser (as defined in that certain Purchase Agreement by and between the Company and the Purchaser, dated September 18, 2015)) exceed the number of shares that would be permitted to be issued to the Purchaser upon conversion of the Series B-1Preferred Stock in the absence of a stockholder vote taken in advance of the issuance of the Series B-1Preferred Stock under Item 312.00 of the Listed Company Manual of the NYSE, as reasonably determined by the Company's Board of Directors or a committee thereof (such limitation is referred to the 'NYSE Conversion Limitation').

The 'Common Stock Price' will be:

(i) if the consideration to be received in connection with the transaction that resulted in the Ownership Change of Control by holders of the Common Stock is solely cash, the amount of cash consideration per share of Common Stock;

(ii) if the consideration to be received in the Ownership Change of Control by holders of Common Stock is other than solely cash, including cash, other securities or other property or assets (or any combination thereof), a holder of Series B-1Preferred Stock shall be entitled to receive upon conversion of such shares of Series B-1Preferred Stock the average of the closing prices per share of Common Stock on the ten consecutive trading days immediately preceding, but not including, the effective date of the Ownership Change of Control; and

(iii) if there is not a readily determinable closing price for the Common Stock or other consideration, the fair market value of the common stock or such other consideration, as determined in good faith by the Board of Directors or a committee thereof (the 'Alternative Conversion Consideration,' and the Common Stock Conversion Consideration or the Alternative Conversion Consideration, as may be applicable to an Ownership Change of Control, shall be referred to herein as the 'Conversion Consideration').

If, upon the occurrence of an Ownership Change of Control, a holder of Series B-1Preferred Stock exercises such holder's right to convert some or all of such holder's Series B-1Preferred Stock into the Company's common stock, but the NYSE Conversion Limitation operates to limit the number of shares of the Company's common stock that the Company may issue to any such holder upon such conversion, the Series B-1Preferred Stock that may be converted in accordance with the NYSE Conversion Limitation shall be so converted into shares of the Company's common stock in accordance with Articles Supplementary for the Series B-1Preferred Stock, while the balance of such shares of Series B-1Preferred Stock shall be redeemed for cash at a redemption price equal to the price that would be paid if such remaining shares of Series B-1Preferred Stock were redeemed as set forth under 'Change of Control Redemption.'

If the Company has provided an optional redemption notice with respect to some or all of the Series B-1Preferred Stock, holders of any Series B-1Preferred Stock that the Company has called for redemption pursuant to its optional redemption right will not be permitted to exercise their conversion right in respect of any of their shares of Series B-1Preferred Stock that have been called for redemption, and any share of Series B-1Preferred Stock subsequently called for redemption that has been tendered for conversion will be redeemed on the applicable date of redemption instead of converted on the conversion date.

Liquidation Preference

Voting Rights

Holders of the Series B-1Preferred Stock will generally have no voting rights. However, if dividends on the Series B-1Preferred Stock are in arrears for six quarterly dividend periods (whether or not consecutive), the holders of the Series B-1Preferred Stock (and the holders of any other class or series of parity preferred stock upon which like voting rights have been conferred and are exercisable (voting together as a single class)) will have the right to elect two directors until the Company pays (or declares and sets aside for payment) all dividends that are then in arrears. In addition, so long as any shares of Series B-1Preferred Stock are outstanding, the affirmative vote of at least two-thirdsof the votes entitled to be cast by holders of outstanding shares of Series B-1Preferred Stock (and the holders of any other class or series of parity preferred stock upon which like voting rights have been conferred and are exercisable (voting together as a single class)) is required for the Company to authorize, create or increase the authorized number of any class or series of senior equity securities or, subject to certain exceptions, to amend its charter (including the Articles Supplementary) in a manner that materially and adversely affects the rights of the Series B-1Preferred Stock.

So long as any shares of Series B-1Preferred Stock are outstanding, the approval of two-thirdsof the votes entitled to be cast by the holders of outstanding shares of Series B-1Preferred Stock is required to issue additional shares of Series B-1Preferred Stock.

So long as (i) any shares of Series B-1Preferred Stock remain outstanding and (ii) at least two-thirdsof the outstanding shares of Series B-1Preferred Stock are held by the Existing Holders or their affiliates, the holders of shares of Series B-1Preferred Stock will have the exclusive right to vote on any amendment to the charter of the Company (the 'Charter') on which holders of Series B-1Preferred Stock are entitled to vote pursuant to Section 6(d) of the Articles Supplementary and that would alter only the contract rights, as expressly set forth in the Charter, of the Series B-1Preferred Stock, and the holders of any other class(es) or series of stock of the Company will not be entitled to vote on such an amendment.

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Financial Statements and Exhibits.