Form of Dealer Manager Agreement] ARES CAPITAL CORPORATION [ • ] Shares of Common Stock Issuable Upon Exercise of Transferable Rights to Subscribe for Such Shares of Common Stock DEALER MANAGER AGREEMENTManager Agreement • March 20th, 2008 • Ares Capital Corp • New York
Ares Capital Corporation, a Maryland corporation (the "Company"), confirms its agreement with and appointment of Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated ("Merrill Lynch"), Wachovia Capital Markets, LLC ("Wachovia") and [other Dealer Managers] to act as co-dealer managers (the "Dealer Managers") in connection with the issuance by the Company to the holders of record (the "Record Date Holders") at 5:00 p.m. (New York City time) on March [ • ], 2008 (the "Record Date") (or such other date as is established as the record date for such purpose) of shares of common stock, par value $0.001 per share, of the Company (the "Common Stock"), of transferable rights entitling such Record Date Holders, and any transferees of rights thereof (collectively, the "Holders"), to collectively subscribe for up to an aggregate of [ • ] whole shares (collectively, the "Securities") of Common Stock on the terms and subject to the conditions set forth in the Prospectus (as defined
