Ares Commercial Real Estate Corp

1. Section 6 of the Plan is hereby amended and restated in its entirety as follows:

“Subject to adjustments pursuant to Section 13, the total number of shares of Common Stock reserved and available for issuance with respect to awards granted under the Plan shall be 5,015,000 shares of Common Stock (the “Share Reserve”). Subject to adjustments pursuant to Section 13, the maximum number of shares of Common Stock underlying Grants that may be awarded in any one year to any Grantee is 500,000. Without limiting the preceding sentence, the maximum number of shares of Common Stock with respect to which Options may be granted in any one year to any Grantee is 500,000. The maximum number of shares of Common Stock with respect to which Incentive Stock Options may be granted over the life of the Plan is a number equal to the Share Reserve. Notwithstanding the first sentence of this Section 6, (a) Shares that have been granted as Restricted Stock or that have been reserved for distribution in payment for Options or Restricted Stock Units but are later forfeited or for any reason or otherwise are not payable under the Plan, (b) Shares underlying an Option that remains unexercised at the expiration, forfeiture or other termination of such Option, and (c) Shares underlying Restricted Stock Units that are settled in cash, may again be made subject to Grants. Further notwithstanding the first sentence of Section 6, any and all shares of Common Stock that are (i) tendered in payment of an Exercise Price (whether by attestation or by other means), (ii) withheld by the Company to satisfy any tax withholding obligation, (iii) repurchased by the Company with the proceeds from an Option exercise, or (iv) covered by a stock appreciation right (to the extent that it is exercised and settled in shares of Common Stock, without regard to the number of shares of Common Stock that are actually issued to the Grantee upon exercise) shall be considered issued pursuant to the Plan and shall not be added to the number of shares that may be issued under the Plan as set forth in the first sentence of this Section 6. Shares of Common Stock issued hereunder may consist, in whole or in part, of authorized and unissued shares, treasury shares, or Shares previously issued but forfeited under the Plan. The certificates for Shares issued hereunder may include any legend that the Committee deems appropriate to reflect any restrictions on transfer hereunder or under the Award Agreement, or as the Committee may otherwise deem appropriate.”

2. This Amendment shall be and is hereby incorporated in and forms a part of the Plan.

3. Except as expressly provided herein, all terms and conditions of the Plan shall remain in full force and effect.

Exhibit A

IN WITNESS WHEREOF, the undersigned have executed this Amendment as of the date first above written.