TRANSITIONAL SERVICES AGREEMENT
This Transitional Services Agreement, dated as of September 8, 2020 (this Agreement), is entered into by and among (a) C-III Capital Partners LLC, a Delaware limited liability company (C-III), (b) Resource America, Inc., a Delaware corporation (RAI), (c) Resource Real Estate, LLC, a Delaware limited liability company (RRE, and together with C-III and RAI, individually and collectively, Provider), and (d) Resource Real Estate Opportunity OP, LP, a Delaware limited partnership (Resource OP), effective as of September 8, 2020 (the Effective Date). Capitalized terms used herein, or in any of the exhibits hereto, and not otherwise defined herein or therein, shall have the meanings ascribed to those terms in the Contribution Agreement.
WHEREAS, concurrently with the execution and delivery of this Agreement, Resource OP, C-III, Resource PM Holdings LLC, a Delaware limited liability company (PM Holdings), Resource Newco LLC, a Delaware limited liability company (Advisor Holdings), Resource Real Estate, LLC, a Delaware limited liability company (Advisor Contributor), and Resource America, Inc., a Delaware corporation (Resource America), are entering into that certain Contribution and Exchange Agreement, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the Contribution Agreement), pursuant to which, at the closing of the transactions contemplated by the Contribution Agreement (the Closing), each of C-III (also referred to as PM Contributor under the Contribution Agreement) and Advisor Contributor is contributing to Resource OP all of the outstanding membership interests or other Equity Interests of PM Holdings and Advisor Holdings, respectively, free and clear of any Liens, in exchange for the Purchase Price in the form of certain Buyer Securities and deferred cash payments, on the terms and subject to the conditions of the Contribution Agreement; and
WHEREAS, in order to ensure an orderly transition to Resource OP of the ownership of PM Holdings and Advisor Holdings and the continued conduct and operation of the Business by Resource OP and any Affiliate or Subsidiary of Resource OP, as a condition to consummating the transactions contemplated by the Contribution Agreement, the Parties have agreed to enter into this Agreement, pursuant to which C-III will provide, or cause to be provided, to Resource OP and its Affiliates and Subsidiaries (collectively, the Recipient) certain services, in each case, on a transitional basis and subject to the terms and conditions set forth in this Agreement.
NOW, THEREFORE, the parties agree as follows:
1.01 Provision of Services.
(a) Beginning on the Effective Date, Provider agrees to provide, or to cause its Affiliates to provide, the services (each, a Service and collectively, the Services) set forth on Exhibit A attached hereto (as such exhibit may be amended, restated, supplemented, modified or otherwise altered from time to time pursuant to the terms of this Agreement, the Service Exhibit) to Recipient or Recipients Affiliates (including the Contributed Companies), on the terms and conditions set forth in this Agreement and in the Service Exhibit. Provider shall remain responsible for actions or inactions of Providers Affiliates that it uses to provides Services as if such actions or inactions were Providers own.
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