0001047469-12-004190 Sample Contracts

ARES COMMERCIAL REAL ESTATE CORPORATION Shares of Common Stock UNDERWRITING AGREEMENT
Underwriting Agreement • April 12th, 2012 • Ares Commercial Real Estate Corp • Real estate investment trusts • New York

Wells Fargo Securities, LLC Citigroup Global Markets Inc. Merrill Lynch, Pierce, Fenner & Smith Incorporated J.P. Morgan Securities LLC As Representatives of the several Underwriters c/o Wells Fargo Securities, LLC 375 Park Avenue New York, New York 10152 c/o Citigroup Global Markets Inc. 388 Greenwich Street New York, New York 10013 c/o Merrill Lynch, Pierce, Fenner & Smith Incorporated One Bryant Park New York, New York 10036 c/o J.P. Morgan Securities LLC 383 Madison Avenue New York, New York 10179

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INDEMNIFICATION AGREEMENT
Indemnification Agreement • April 12th, 2012 • Ares Commercial Real Estate Corp • Real estate investment trusts • Maryland

THIS INDEMNIFICATION AGREEMENT ("Agreement") is made and entered into as of the day of , 2012, between Ares Commercial Real Estate Corporation, a Maryland corporation (the "Company"), and ("Indemnitee").

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FORM OF REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • April 12th, 2012 • Ares Commercial Real Estate Corp • Real estate investment trusts • New York

This Registration Rights Agreement (this "Agreement"), is made and entered into as of , 2012, by Ares Commercial Real Estate Corporation, a Maryland corporation (the "Company"), and Ares Investments Holdings LLC, a Delaware limited liability company (the "Investor").

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MANAGEMENT AGREEMENT BETWEEN ARES COMMERCIAL REAL ESTATE CORPORATION AND ARES COMMERCIAL REAL ESTATE MANAGEMENT LLC
Management Agreement • April 12th, 2012 • Ares Commercial Real Estate Corp • Real estate investment trusts • New York

This Management Agreement (this "Agreement") is made as of , 2012, by and between Ares Commercial Real Estate Corporation, a Maryland corporation (together with its subsidiaries, the "Company"), and Ares Commercial Real Estate Management LLC, a Delaware limited liability company (the "Manager").

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INDEMNIFICATION AGREEMENT
Indemnification Agreement • April 12th, 2012 • Ares Commercial Real Estate Corp • Real estate investment trusts • Maryland

THIS INDEMNIFICATION AGREEMENT ("Agreement") is made and entered into as of the day of , 2012, between Ares Commercial Real Estate Corporation, a Maryland corporation (the "Company"), and ("Indemnitee").

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FORM OF RESTRICTED STOCK AGREEMENT PURSUANT TO THE ARES COMMERCIAL REAL ESTATE CORPORATION 2012 EQUITY INCENTIVE PLAN
Agreement • April 12th, 2012 • Ares Commercial Real Estate Corp • Real estate investment trusts • Maryland

THIS AGREEMENT (this "Agreement") is entered into on , 20 between Ares Commercial Real Estate Corporation, a Maryland corporation (the "Company"), and (the "Participant"). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Ares Commercial Real Estate Corporation 2012 Equity Incentive Plan (the "Plan").

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