EXCHANGE AGREEMENT

Exhibit 10.1

EXCHANGE AGREEMENT

This Agreement (this “Agreement”) is entered into as of August 10, 2017, by and among Resource Capital Corp., a Maryland corporation (the “Company”), and the entities set forth on Exhibit A hereto (each a “Holder” and collectively, the “Holders”), as the lawful owners of a collective $5,438,000.00 in principal amount (the “6.00% Old Notes”) of the Company’s 6.00% Convertible Senior Notes due 2018 (the “6.00% Notes”) and $16,723,000.00 in principal amount (the “8.00% Old Notes”, together with the 6.00% Old Notes, the “Old Notes”) of the Company’s 8.00% Convertible Senior Notes due 2020 (together with the 6.00% Notes, the “Outstanding Notes”). Capitalized terms used herein and not otherwise defined shall have the meanings given to them in the Outstanding Notes.

RECITALS

A. The Company has determined that it is in the best interests of the Company to exchange each Holder’s Old Notes for new 4.50% Convertible Senior Notes due 2022 of the Company (the “New Notes”), in an amount equal to the aggregate principal amount of the Old Notes held by such Holder as set forth opposite such Holder’s name on Exhibit A hereto and to cancel the amount of such Holder’s Old Notes as set forth opposite such Holder’s name on Exhibit A hereto in accordance with the terms hereof; and

B. Each Holder wishes to exchange the Old Notes held by it for New Notes on the terms and conditions described herein.

AGREEMENT

NOW, THEREFORE, in exchange for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Holders, severally and not jointly, and the Company hereby agree as follows:

1. Exchange of the Old Notes. Subject to the satisfaction of the conditions set forth in Section 6 and Section 7 below, on the Closing Date (as defined below), each Holder agrees, severally and not jointly, to deliver to Wells Fargo Bank, National Association (the “Trustee”), as trustee for the Outstanding Notes, the amount of Old Notes set forth opposite such Holder’s name on Exhibit A hereto through the applicable procedures of the Depository Trust Company’s (“DTC”) Deposit and Withdrawal at Custodian (“DWAC”) program by submitting a withdrawal instruction and, in connection therewith and in exchange for such Old Notes, the Company shall (i) issue and deliver to such Holder through the applicable procedures of DTC’s DWAC program the amount of New Notes set forth opposite such Holder’s name on Exhibit A hereto in accordance with the terms hereof as contemplated by Section 2 hereof, and (ii) pay to such Holder such Holder’s Share of the Payment Amount set forth opposite such Holder’s name on Exhibit A hereto, in accordance with the wire instructions of the Holder set forth opposite such Holder’s name on Exhibit A hereto.

2. Issuance of New Notes.

a. The Company shall cause the Trustee, as trustee for the New Notes, to deliver to each Holder’s DTC account(s) through the DWAC program (as set forth opposite such Holder’s name on Exhibit A hereto, or such other DTC account as such Holder may in writing direct) the amount of New Notes set forth opposite such Holder’s name on Exhibit A hereto against delivery of such Holder’s Old Notes in the amount set forth opposite such Holder’s name on Exhibit A hereto pursuant to Section 1 above.

b. Each of the Company and the Holders acknowledge that the New Notes to be issued hereby will be issued in an unregistered offering pursuant to a private placement exemption under the Securities Act of 1933, as amended (the “Securities Act”). Pursuant to the representations of each Holder set forth in Section 5 below, simultaneously with the issuance of the New Notes, the Company shall, in accordance with Rule 144(d)(3)(ii) under the Securities Act, authorize and instruct the Trustee to deliver to the respective Holder New Notes bearing the same CUSIP No. as the New Notes sold in the Public Offering (as hereinafter defined) and evidenced by a global security that is not subject to legends or restrictions on transfer under the Securities Act.

3. Closing. The consummation of the transactions contemplated by this Agreement (the “Closing”) shall occur simultaneously with the consummation of the Company’s public offering of not less than $110.0 million principal amount of New Notes pursuant to its Registration Statement on Form S-3 (File No. 333-217733) (the “Public Offering”), or such other times as the parties agree upon (the “Closing Date”).

4. Representations and Warranties of the Company.

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5. Representations and Warranties of the Holders. Each Holder hereby, severally and not jointly, represents and warrants as follows:

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6. Conditions to the Company’s Obligations. The obligation of the Company hereunder to issue to a Holder the amount of New Notes set forth opposite such Holder’s name on Exhibit A hereto at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions thereto, provided that these conditions are for the Company’s sole benefit and may be waived by the Company at any time in its sole discretion:

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7. Conditions to each Holder’s Obligations. The obligation of each of the Holders hereunder to deliver the amount of Old Notes set forth opposite such Holder’s name on Exhibit A hereto at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for such Holder’s benefit and may be waived by such Holder at any time in its sole discretion:

8. Miscellaneous.

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If to the Company:

Resource Capital Corp.

One Crescent Drive, Suite 203

Navy Yard Corporate Center

Philadelphia, PA 19112

Attention: Shelle Weisbaum

Email: ***@***

If to a Holder:

[Name of Applicable Holder]

333 South Grand Avenue, 28^th Floor

Los Angeles, CA 90071

Attention: Cary Kleinman

Email: ***@***

Each party shall provide notice to the other party of any change in address.

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[SIGNATURE PAGE FOLLOWS]

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IN WITNESS WHEREOF, the Company and the Holder have caused this Agreement to be duly executed as of the date first above written.