Dealer Manager Agreement
Apollo Infrastructure Co LLC
AMENDED AND RESTATED
DEALER MANAGER AGREEMENT
THIS AMENDED AND RESTATED DEALER MANAGER AGREEMENT(this “Agreement”) is made as of this 12th day of August, 2026, by and between Apollo Infrastructure Company LLC, a Delaware limited liability company (the “Company”), and Apollo Global Securities, LLC (the “Dealer Manager”), a Delaware limited liability company.
WHEREAS, the undersigned desire to amend and restate that certain Dealer Manager Agreement between the Company and the Dealer Manager, dated December 8, 2023 (the “Current Dealer Manager Agreement”), in its entirety, and all requirements and conditions to amend and restate the Current Dealer Manager Agreement have been satisfied and fulfilled;
WHEREAS, the Company is conducting a private placement offering and sale in reliance on an exemption from the registration requirements of the Securities Act of 1933, as amended (the “1933 Act”), of S Shares, I Shares, F-S Shares, F-I Shares, A-I Shares, A-II Shares, and E Shares (“Shares”) through a private placement memorandum, as may be amended, restated and/or supplemented (the “Private Placement Memorandum”);
WHEREAS, the Company has filed a registration statement with the U.S. Securities and Exchange Commission (the “SEC”) pursuant to Section 12(g) of the Securities Exchange Act of 1934, as amended (the “1934 Act”);
WHEREAS, the Dealer Manager is registered as a broker-dealer with the SEC under the 1934 Act, and is a member of Financial Industry Regulatory Authority, Inc. (“FINRA”); and
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