0001376074-11-000045 Sample Contracts

THIRD AMENDMENT TO AMENDED AND RESTATED MANAGEMENT AGREEMENT
Management Agreement • March 2nd, 2011 • Resource Capital Corp. • Real estate investment trusts

This Third Amendment to the Amended and Restated Management Agreement is dated as of February 24, 2011 (this “Amendment”) and is by and among Resource Capital Corp., a Maryland corporation (the “Company”), Resource Capital Manager, Inc., a Delaware corporation (the “Manager”), and Resource America, Inc., a Delaware corporation (“Resource America”).

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SERVICES AGREEMENT
Services Agreement • March 2nd, 2011 • Resource Capital Corp. • Real estate investment trusts • New York

SERVICES AGREEMENT (this “Agreement”) dated as of February 24, 2011 (the “Effective Date”) by and between Resource Capital Asset Management LLC, a Delaware limited liability company (“RCAM”) (formerly known as Churchill Pacific Asset Management LLC), and Apidos Capital Management, LLC, a Delaware limited liability company (“Apidos Capital”).

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