0001294154-12-000030 Sample Contracts

STOCK PURCHASE AGREEMENT by and among LEAF COMMERCIAL CAPITAL, INC., LEAF FINANCIAL CORPORATION, RESOURCE TRS, INC., RESOURCE CAPITAL CORP., RESOURCE AMERICA, INC. AND THE PURCHASERS IDENTIFIED HEREIN Dated as of November 16, 2011

Stock Purchase Agreement • February 6th, 2012 • Resource America, Inc. • Investors, nec • New York

• Contract Type
  Stock Purchase Agreement
• Filed
  February 6th, 2012
• Company
  Resource America, Inc.
• Industry
  Investors, nec
• Jurisdiction
  New York

This STOCK PURCHASE AGREEMENT (this “Agreement”), is dated as of November 16, 2011, by and among LEAF COMMERCIAL CAPITAL, INC., a Delaware corporation (the “Company”), LEAF FINANCIAL CORPORATION, a Delaware corporation (“LFC”), RESOURCE TRS, INC., a Delaware corporation (“TRS”), RESOURCE CAPITAL CORP., a Maryland real estate investment trust (“RCC” and, together with TRS, the “RCC Parties”), RESOURCE AMERICA, INC., a Delaware corporation (“Resource America”), and each of the parties identified on Schedule A hereto (the “Purchasers”), each of them individually and two or more of them collectively referred to as a “Party” or the “Parties”.

LEAF COMMERCIAL CAPITAL, INC. STOCKHOLDERS' AGREEMENT NOVEMBER 16, 2011

Stockholders' Agreement • February 6th, 2012 • Resource America, Inc. • Investors, nec • Delaware

• Contract Type
  Stockholders' Agreement
• Filed
  February 6th, 2012
• Company
  Resource America, Inc.
• Industry
  Investors, nec
• Jurisdiction
  Delaware

STOCKHOLDERS’ AGREEMENT (this “Agreement”) dated as of November 16, 2011, by and among LEAF COMMERCIAL CAPITAL, INC., a Delaware corporation (the “Corporation”), the Investors (as defined herein) and the Existing Stockholders (as defined herein).