REXI Resource America, Inc. (MM)

Prospective Financial Information

Resource America does not as a matter of course make specific public projections as to future financial results due to the inherent unpredictability of the assumptions and estimates underlying such projections.

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However, in connection with the Resource America board of directors’ evaluation of the merger and other strategic alternatives available to Resource America, Resource America’s management provided to the Resource America board of directors and Evercore certain non-public, unaudited prospective financial information, which we refer to as “prospective financial information”.

Summaries of the prospective financial information are provided below. The prospective financial information reflects numerous judgments, estimates and assumptions with respect to industry performance, general business, economic, market and financial conditions and other future events, as well as matters specific to Resource America’s business, all of which are difficult to predict and many of which are beyond Resource America’s control. The prospective financial information is subjective in many respects and is susceptible to multiple interpretations and periodic revisions based on actual experience and business developments. As such, the prospective financial information constitutes forward-looking information and is subject to risks and uncertainties that could cause actual results to differ materially from the results forecasted, including the various risks set forth in Resource America’s periodic reports. For additional information regarding these risks, see the section of this proxy statement entitled “ Forward-Looking Statements ”. There can be no assurance that the projected results will be realized or that actual results will not be significantly higher or lower than projected. The prospective financial information should not be considered a reliable predictor of future results and should not be relied upon as such. The prospective financial information covers multiple years and such information by its nature becomes less predictive with each successive year.

The prospective financial information was based upon various assumptions that relate only to the periods presented and should not be relied upon for any other purpose. The prospective financial information does not take into account any circumstances or events occurring after the date it was prepared, including the announcement of the merger. The prospective financial information does not take into account the effect of any failure to occur of the merger and should not be viewed as accurate or continuing in that context.

The prospective financial information was not prepared with a view toward public disclosure or toward complying with generally accepted accounting principles, which we refer to as “GAAP,” the published guidelines of the SEC regarding projections or the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of prospective financial information. In addition, the prospective financial information is unaudited and neither Resource America’s independent registered public accounting firm, nor any other independent accountants, have compiled, examined or performed any procedures with respect to the prospective financial information, nor have they expressed any opinion or any other form of assurance on such information or its achievability, and they assume no responsibility for, and disclaim any association with, the prospective financial information. Readers of this document are urged not to place undue reliance on the unaudited prospective financial information set forth below.

The inclusion of the prospective financial information herein is not deemed an admission or representation by Resource America that either the projected financial performance or the projected cash flow are viewed by Resource America as material information of Resource America or the surviving corporation. The prospective financial information is not included in this proxy statement in order to induce any holder of Resource America stock to approve the proposal to adopt the merger agreement.  RESOURCE AMERICA DOES NOT INTEND TO UPDATE OR OTHERWISE REVISE THE PROSPECTIVE FINANCIAL INFORMATION TO REFLECT CIRCUMSTANCES EXISTING SINCE ITS PREPARATION OR TO REFLECT THE OCCURRENCE OF UNANTICIPATED EVENTS, EVEN IN THE EVENT THAT ANY OR ALL OF THE UNDERLYING ASSUMPTIONS ARE SHOWN TO BE IN ERROR, OR TO REFLECT CHANGES IN GENERAL ECONOMIC OR INDUSTRY CONDITIONS.

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Subject to the foregoing qualifications, the following is a summary of the prospective financial information:

EBITDA as presented in the prospective financial information included herein excludes the effects of interest expense, income tax (expense) benefit, depreciation and amortization expense. EBIAT as presented in the prospective financial information included herein excludes the effects of interest expense but includes the effects of income tax (expense) benefit, and depreciation and amortization expense. EBITDA and EBIAT are non-GAAP financial measures and should not be considered as an alternative to net earnings, operating earnings, cash flow provided by operating activities or other income or cash flow data prepared in accordance with GAAP. However, Resource America’s management believes that EBITDA and EBIAT may provide additional information with respect to Resource America’s performance or ability to meet its future debt service, capital expenditures and working capital requirements. A reconciliation of EBITDA to net income for each period presented is set forth below:

Opinion of Evercore Group, L.L.C.

Pursuant to an engagement letter dated January 28, 2016, Resource America retained Evercore to act as its financial advisor in connection with the merger. As part of this engagement, Resource America requested that Evercore evaluate the fairness, from a financial point of view, of the merger consideration to be received by the holders of Resource America stock that are entitled to receive such consideration in the merger. At a meeting of the board of Resource America held to evaluate the merger on May 22, 2016, Evercore rendered its oral opinion to the board, subsequently confirmed by delivery of a written opinion, that, as of May 22, 2016, and based upon and subject to the factors, procedures, assumptions, qualifications, limitations and other matters set forth in its written opinion, the merger consideration to be received by the holders of Resource America stock that are entitled to receive such consideration in the merger is fair, from a financial point of view, to such holders of Resource America stock. At the time of the Resource America board meeting on May 22, 2016, Resource America and C-III had not yet agreed on the amount of the merger consideration, and in delivering its oral opinion at such meeting, Evercore informed the board of directors of Resource America that its oral opinion assumed that the merger consideration would be within a range of $9.78 to $9.80 per share. The merger consideration of $9.78 per share ultimately agreed to by Resource America and C-III after the completion of the May 22, 2016 board meeting was included in Evercore’s written opinion.

The full text of Evercore’s written opinion, dated May 22, 2016, which sets forth, among other things, the factors considered, procedures followed, assumptions made and qualifications and limitations on the scope of review undertaken by Evercore in rendering its opinion, is attached as Annex B to this proxy

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statement/prospectus and is incorporated herein by reference. Resource America urges stockholders to read the opinion carefully and in its entirety. Evercore’s opinion was addressed to, and provided for the information and benefit of, the board of directors of Resource America in connection with its evaluation of whether the merger consideration to be received by the holders of the Resource America stock was fair, from a financial point of view, to the holders of Resource America stock entitled to receive such merger consideration and did not address any other aspects or implications of the merger. Evercore’s opinion does not constitute a recommendation to the board of directors of Resource America or to any other persons in respect of the merger, including as to how any holder of Resource America stock should vote or act in respect of the merger or any other matter. Evercore’s opinion did not address the relative merits of the merger as compared to any other transaction or business strategy in which Resource America might engage or the merits of the underlying decision by Resource America to engage in the merger. The summary of Evercore’s opinion set forth in this proxy statement/prospectus is qualified in its entirety by reference to the full text of such opinion.

In connection with rendering its opinion, Evercore, among other things:

For purposes of its analysis and opinion, Evercore assumed and relied upon, without undertaking any independent verification of, the accuracy and completeness of all of the information publicly available, and all of the information supplied or otherwise made available to, discussed with, or reviewed by Evercore, and Evercore assumes no liability therefor.

With respect to the projected financial data relating to Resource America referred to above, which we refer to as the “Management Projections,” Evercore assumed that they were reasonably prepared on bases reflecting the best currently available estimates and good-faith judgments of management of Resource America as to the future financial performance of Resource America under the assumptions reflected therein. Evercore expressed no view as to any projected financial data relating to Resource America, or the assumptions on which they are based. Evercore also relied, at the direction of management of Resource America, without independent

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verification, upon the assessment of management of Resource America as to the value of certain investment and operating assets and liabilities, which we refer to as the “Specified Assets and Liabilities.”

For purposes of rendering its opinion, Evercore assumed, in all respects material to its analysis, that the representations and warranties of each party contained in the merger agreement were true and correct, that each party would perform all of the covenants and agreements required to be performed by it under the merger agreement and that all conditions to the consummation of the merger would be satisfied without material waiver or modification thereof. Evercore further assumed that all governmental, regulatory or other consents, approvals or releases necessary for the consummation of the merger will be obtained without any material delay, limitation, restriction or condition that would have an adverse effect on Resource America or the consummation of the merger or materially reduce the benefits of the merger to the holders of Resource America stock.

Evercore did not make nor assume any responsibility for making any independent valuation or appraisal of the assets or liabilities of Resource America, nor was it furnished with any such appraisals, nor did it evaluate the solvency or fair value of Resource America under any state or federal laws relating to bankruptcy, insolvency or similar matters. Evercore’s opinion was necessarily based upon information made available to it as of the date of its opinion and financial, economic, market and other conditions as they existed and as could be evaluated on the date of its opinion. It should be understood that subsequent developments may have affected or may affect Evercore’s opinion and that Evercore does not have any obligation to update, revise or reaffirm its opinion.

Evercore was not asked to pass upon, and expressed no opinion with respect to, any matter other than the fairness of the merger consideration, from a financial point of view, to the holders of Resource America stock entitled to receive such merger consideration pursuant to the merger agreement. Evercore did not express any view on, and its opinion did not address, the fairness of the merger to, or any consideration received in connection therewith by, the holders of any other securities, creditors or other constituencies of Resource America, nor as to the fairness of the amount or nature of any compensation to be paid or payable to any of the officers, directors or employees of Resource America, or any class of such persons, whether relative to the merger consideration or otherwise. Evercore assumed that any modification to the structure of the transaction will not vary in any respect material to its analysis. Evercore’s opinion did not address the relative merits of the merger as compared to other business or financial strategies that might be available to Resource America, nor did it address the underlying business decision of Resource America to engage in the merger. Evercore did not express any opinion as to the price at which the common shares of Resource America would trade at any time. Evercore is not a legal, regulatory, accounting or tax expert and assumed the accuracy and completeness of assessments by Resource America and its advisors with respect to legal, regulatory, accounting and tax matters.

Except as described above, the Resource America board imposed no other instruction or limitation on Evercore with respect to the investigations made or the procedures followed by Evercore in rendering its opinion. Evercore’s opinion was only one of many factors considered by the Resource America board in its evaluation of the merger and should not be viewed as determinative of the views of the Resource America board with respect to the merger or the consideration payable in the merger.

Summary of Financial Analyses

The following is a summary of the material financial analyses reviewed by Evercore with the Resource America board on May 22, 2016 in connection with rendering Evercore’s opinion. The following summary, however, does not purport to be a complete description of the analyses performed by Evercore. The order of the analyses described and the results of these analyses do not represent relative importance or weight given to these analyses by Evercore. Except as otherwise noted, the following quantitative information, to the extent that it is based on market data, is based on market data that existed on or before May 20, 2016, the last trading date prior to announcement of the merger, and is not necessarily indicative of current market conditions.

The following summary of financial analyses includes information presented in tabular format. These tables must be read together with the text of each summary in order to understand fully the financial

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analyses performed by Evercore. The tables alone do not constitute a complete description of the financial analyses performed by Evercore. Considering the tables below without considering the full narrative description of the financial analyses, including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of Evercore’s financial analyses.

Discounted Cash Flow Analysis

Evercore performed a discounted cash flow analysis of Resource America to calculate the estimated present value as of December 31, 2015 of the unlevered, after-tax free cash flows that Resource America was projected to generate from January 1, 2016 through December 31, 2019, based on the Management Projections (without adding back stock option amortization to such projected unlevered, after-tax free cash flows or the portions of Resource America’s deferred tax asset that are not usable in the absence of certain asset sales). In performing this analysis, Evercore excluded cash flows generated by and expenses arising out of the Specified Assets and Liabilities. The Specified Assets and Liabilities consist of Resource America’s investments in certain real estate assets and partnerships, certain receivables due from managed entities and certain investment vehicles and securities managed or issued by affiliates of Pearlmark Real Estate Partners, CVC Capital Partners, Apidos Capital Management, Trapeza Capital Management, Pelium Capital Partners, Ischus Capital Management, Compass Island Partners and Cradle Cove Partners. Evercore also calculated a terminal value for Resource America by applying a range of perpetuity growth rates, based on its professional judgment given the nature of Resource America and its business and the industry in which it operates, from (2.0)% to 4.0%, to the projected unlevered, after-tax free cash flows of Resource America (excluding those arising out of the Specified Assets and Liabilities) in the terminal year. The cash flows and the terminal value were then discounted to present value using a discount rate of 13.0% to 16.0%, based on Resource America’s weighted average cost of capital calculated using the capital asset pricing model, to derive a range of implied enterprise values for Resource America. A range of implied equity values for Resource America was then calculated by reducing the range of implied enterprise values by the amount of Resource America’s net debt (calculated as debt less cash and cash equivalents, subject to certain adjustments) and adding the net value of the Specified Assets and Liabilities as provided to Evercore by Resource America management for use in Evercore’s analysis, which reflected the management of Resource America’s estimates of the value of those assets and liabilities. For purposes of its analysis, Evercore considered potential net values for the Specified Assets and Liabilities ranging from 75% to 125% of the value provided to Evercore by management.

This analysis indicated an implied equity value per share reference range for Resource America of $6.02 to $10.36, as compared to the merger consideration of $9.78 per share.

Trading Multiples Analysis

In performing a trading multiples analysis of Resource America, Evercore reviewed publicly available financial and market information for Resource America and the selected public companies listed in the table below, which we refer to as “Selected Public Companies,” which Evercore deemed most relevant to consider in relation to Resource America, based on its professional judgment and experience, because they include businesses that are non-traded REIT managers or are U.S. traditional asset managers with operations that for purposes of this analysis Evercore considered similar to the operations of one or more of the business lines of Resource America. Evercore noted that the Selected Public Companies are generally substantially larger and more diversified than Resource America.

Evercore reviewed, among other things, the per share closing price of each Selected Public Company as on May 20, 2016 as a multiple, which we refer to as the “Price/EPS multiple,” of the earnings per share for calendar year 2015 and estimated earnings per share estimated for calendar year 2016 for such Selected Public Company. The financial data of the Selected Public Companies used by Evercore for this analysis was based on publicly available research analysts’ estimates and, in the case of Resource America, on the Management Projections.

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The Price/EPS multiples for each of the Selected Public Companies are set forth in the table below.

Based on its review of the Selected Public Companies and its experience and professional judgment, Evercore derived a reference range of last-twelve-month, or “LTM,” Price/EPS multiples of 10.0x to 13.0x and a reference range of illustrative forward Price/EPS multiples of 8.5x to 11.5x, which Evercore applied to Resource America’s earnings per share for calendar year 2015 and estimated earnings per share for calendar year 2016. This analysis indicated implied equity value per share reference ranges for Resource America of $4.70 to $6.11 and $5.21 to $7.05, based on Resource America’s earnings per share for calendar year 2015 and estimated earnings per share for calendar year 2016, respectively, as compared to the merger consideration of $9.78 per share.

Present Value of Future Stock Price Analysis

Evercore calculated illustrative future stock prices for Resource America stock as of December 31, 2016 and December 31, 2017 by applying a range of illustrative forward Price/EPS multiples of 8.5x to 11.5x, based on the Trading Multiples Analysis described above, to Resource America’s estimated earnings per share for the calendar years 2017 and 2018, based on the Management Projections.

The illustrative prices for Resource America stock as of December 31, 2016 and December 31, 2017 were then discounted back to December 31, 2015, using an equity discount range of 14.5% to 17.5% (which was based

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on Evercore’s professional judgment and experience, taking into account Resource America’s cost of equity derived using the capital asset pricing model), and the amount of estimated dividends for fiscal years 2016 and 2017 based on management guidance and discounted back to December 31, 2015, using the same equity discount range described above, were added to the total. This analysis indicated implied equity value per share reference ranges for Resource America of $5.64 to $7.75 and $6.57 to $9.20, based on illustrative future stock prices for Resource America stock as of December 31, 2016 and December 31, 2017, respectively, as compared to the merger consideration of $9.78 per share.

Precedent Transaction Analysis

Evercore reviewed, to the extent publicly available, financial information relating to seven transactions involving real estate-related asset management businesses. Evercore selected these transactions because they represented transactions of which Evercore was aware that were announced between February 2011 and January 2016, which Evercore considered, in its professional judgment and experience, relevant to the merger.

No company, business or transaction used in this analysis is identical or directly comparable to Resource America or the merger. Accordingly, an evaluation of the results of this analysis is not entirely mathematical. Rather, this analysis involves complex considerations and judgments concerning differences in financial and operating characteristics and other factors that could affect the acquisition or other values of the companies, business segments or transactions to which Resource America and the merger were compared.

Evercore reviewed transaction values and calculated the enterprise value implied for each target company based on the consideration paid in the selected transaction, as a multiple of the target company’s LTM earnings before interest, taxes, depreciation and amortization, which we refer to as “EBITDA,” (in each case, to the extent publicly available and calculated for the LTM period available prior to the date of announcement of such transaction). The financial data used by Evercore for the selected transactions were based on publicly available information, which in some cases was incomplete and required Evercore to make certain assumptions it deemed appropriate in connection with its analysis.

The enterprise value to LTM EBITDA multiples for each of the precedent transactions used by Evercore for purposes of its analysis are set forth in the table below.

Based on its review of the foregoing and its experience and professional judgment, Evercore derived a reference range of enterprise value to LTM EBITDA multiples of 6.0x to 10.0x, which Evercore applied to Resource America’s EBITDA for calendar year 2015. This analysis indicated an implied equity value per share reference range for Resource America of approximately $6.45 to $10.63, as compared to the merger consideration of $9.78 per share.

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Premiums Paid Analysis

Evercore reviewed the premiums paid for (i) closed acquisitions of U.S. public targets whose pre-offer price per share was less than $10.00 per share, which we refer to as the “Targets Under $10.00 Per Share,” and where the consideration paid was 100% cash, from January 1, 2010 through May 20, 2016, of which there were 345, (ii) all closed acquisitions of Targets Under $10.00 Per Share from January 1, 2010 through May 20, 2016, regardless of the form of consideration, of which there were 514, (iii) closed acquisitions of U.S. public targets whose pre-offer price per share was less than $5.00 per share (“Targets Under $5.00 Per Share”), and where the consideration paid was 100% cash, from January 1, 2010 through May 20, 2016, of which there were 173, and (iv) all closed acquisitions of Targets Under $5.00 Per Share from January 1, 2010 through May 20, 2016, regardless of the form of consideration, of which there were 257, in each case excluding acquisitions of targets whose pre-offer price per share was less than $1.00 per share. Using information from Securities Data Corp., premiums paid were calculated as the percentage by which the per share consideration paid in each such acquisition exceeded the closing price per share of the target companies one day, one week and four weeks prior to transaction announcements. The results of this analysis are provided in the table below:

Based on the above analysis and Evercore’s professional judgment and experience, Evercore then applied a range of premiums derived from the selected transactions of 40.00% to 70.00% to the closing price per share of Resource America stock on January 29, 2016 (the date of Resource America’s press release, issued after the market closing, stating that it was exploring strategic alternatives). Based on this analysis, Evercore derived an implied equity value per share reference range for Resource America of $6.10 to $7.41, as compared to the merger consideration of $9.78 per share.

Historical Trading Range Analysis

Evercore also reviewed, for reference and informational purposes only and not as part of its financial analysis in connection with rendering its advice, the public trading prices for the Resource America stock for the 52 weeks ended on May 20, 2016. Evercore noted that during this time period the closing trading price of the Resource America stock ranged from a low of $3.60 to a high of $8.55, as compared to the merger consideration of $9.78 per share.

General

In connection with the review of the merger by the Resource America board, Evercore performed a variety of financial and comparative analyses for purposes of rendering its opinion. The preparation of a fairness opinion

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is a complex analytical process involving various determinations as to the most appropriate and relevant methods of financial analyses and the application of those methods to the particular circumstances and, therefore, is not readily susceptible to partial analysis or summary description. Selecting portions of the analyses or of the summary described above, without considering the analyses as a whole, could create an incomplete view of the processes underlying Evercore’s opinion. In arriving at its fairness determination, Evercore considered the results of all the analyses and did not draw, in isolation, conclusions from or with regard to any one analysis or factor considered by it for purposes of its opinion. Rather, Evercore made its determination as to fairness on the basis of its experience and professional judgment after considering the results of all the analyses. In addition, Evercore may have considered various assumptions more or less probable than other assumptions, so that the range of valuations resulting from any particular analysis described above should therefore not be taken to be Evercore’s view of the value of Resource America. No company used in the above analyses as a comparison is directly comparable to Resource America, and no transaction used is directly comparable to the merger. Further, Evercore’s analyses involve complex considerations and judgments concerning financial and operating characteristics and other factors that could affect the acquisition, public trading or other values of the companies or transactions used, including judgments and assumptions with regard to industry performance, general business, economic, market and financial conditions and other matters, many of which are beyond the control of Resource America or its advisors.

Evercore prepared these analyses solely for the purpose of providing an opinion to the Resource America board as to the fairness, from a financial point of view, of the merger consideration to be received by holders of shares of the Resource America stock entitled to receive such merger consideration pursuant to the merger agreement. These analyses do not purport to be appraisals of Resource America or to necessarily reflect the prices at which Resource America or its securities actually may be sold. Any estimates contained in these analyses are not necessarily indicative of actual future results, which may be significantly more or less favorable than those suggested by such estimates. Accordingly, estimates used in, and the results derived from, Evercore’s analyses are inherently subject to substantial uncertainty, and Evercore assumes no responsibility if future results are materially different from those forecasted in such estimates. The issuance of the fairness opinion was approved by an opinion committee of Evercore.

Under the terms of Evercore’s engagement, Evercore provided the Resource America board with financial advisory services and delivered a fairness opinion in connection with the merger. Pursuant to the terms of its engagement letter, Resource America has agreed to pay Evercore fees for its services in connection with its engagement, including a quarterly retainer fee of $250,000 per quarter, an opinion fee of $2,000,000 and a success fee in the event the merger is consummated of 2.5% of the transaction value (against which the opinion fee is creditable). Evercore earned the opinion fee of $2,000,000 upon delivery of its fairness opinion to the Resource America board on May 22, 2016. In addition, Resource America has agreed to reimburse Evercore for its reasonable out-of-pocket expenses (including reasonable legal fees, expenses and disbursements) incurred in connection with its engagement and to indemnify Evercore and any of its members, partners, officers, directors, advisors, representatives, employees, agents, affiliates or controlling persons, if any, against certain liabilities and expenses arising out of its engagement and any related transaction.

During the two-year period prior to the date hereof, Evercore and its affiliates have also provided certain other financial advisory services to Resource America for which no compensation was or is expected to be received. During the two-year period prior to the date hereof, no material relationship existed between Evercore and its affiliates and C-III pursuant to which compensation was received by Evercore or its affiliates as a result of such relationship. Evercore or its affiliates may provide financial or other services to Resource America, C-III or their respective affiliates in the future and in connection with any such services Evercore and its affiliates may receive compensation. In the ordinary course of business, Evercore and its affiliates may actively trade the securities, or related derivative securities, or financial instruments of Resource America, C-III and their respective affiliates for its own account and for the accounts of its customers and, accordingly, may at any time hold a long or short position in such securities or instruments.

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The Resource America board engaged Evercore to act as a financial advisor based on its qualifications, experience and reputation. Evercore is an internationally recognized investment banking firm and is regularly engaged in the valuation of businesses in connection with mergers and acquisitions, leveraged buyouts, competitive biddings, private placements and valuations for corporate and other purposes.

Certain Effects of the Merger

If the proposal to adopt the merger agreement receives the affirmative vote of the holders of a majority of outstanding shares of Resource America stock entitled to vote at the special meeting, and the other conditions to the closing of the merger are either satisfied or (if permissible under applicable law) waived, Merger Sub will be merged with and into Resource America upon the terms set forth in the merger agreement. As the surviving corporation in the merger, Resource America will continue to exist following the merger as a wholly owned subsidiary of C-III.

Following the merger, all of Resource America’s equity interests will be beneficially owned by a wholly owned subsidiary of C-III and none of Resource America’s current stockholders will, by virtue of the merger, have any ownership interest in, or be a stockholder of, Resource America, the surviving corporation or C-III. As a result, Resource America’s current stockholders will neither benefit from any increase in the value, nor will they bear the risk of any decrease in the value, of Resource America stock. Following the merger, C-III will benefit from any increase in Resource America’s value and also will bear the risk of any decrease in Resource America’s value.

At the effective time, each share of Resource America stock issued and outstanding immediately prior to the effective time, other than shares owned by Resource America, C-III, Merger Sub or their subsidiaries, shares owned by stockholders who have properly demanded appraisal rights under the DGCL and shares subject to restricted stock awards, will be converted into the right to receive the merger consideration, without interest and less any applicable withholding taxes, and all shares of Resource America stock so converted will, at the effective time, be cancelled. Please see the section of this proxy statement entitled “ The Merger Agreement—Merger Consideration and Conversion of Resource America Stock ”.

For information regarding the effects of the merger on Resource America’s outstanding equity awards, please see the section below entitled “ —Resource America’s Directors and Executive Officers in the Merger” and the section of this proxy statement entitled “The Merger Agreement—Treatment of Equity Awards ”.

The Resource America stock is currently registered under the Exchange Act and trades on NASDAQ under the symbol “REXI”. Following the consummation of the merger, shares of Resource America stock will no longer be traded on NASDAQ or any other public market. In addition, the registration of shares of Resource America stock under the Exchange Act will be terminated, and Resource America will no longer be required to file periodic and other reports with the SEC with respect to Resource America stock. Termination of registration of Resource America stock under the Exchange Act will make provisions of the Exchange Act, such as the requirement to file annual and quarterly reports pursuant to Section 13(a) or 15(d) of the Exchange Act, the short-swing trading provisions of Section 16(b) of the Exchange Act and the requirement to furnish a proxy statement in connection with stockholders’ meetings pursuant to Section 14(a) of the Exchange Act, no longer applicable to Resource America.

Effects on Resource America if Merger is Not Completed

In the event that the proposal to adopt the merger agreement does not receive the required approval from Resource America stockholders, or if the merger is not completed for any other reason, Resource America stockholders will not receive any payment for their shares of Resource America stock in connection with the merger. Instead, Resource America will remain an independent public company, Resource America stock will continue to be listed and traded on NASDAQ, Resource America stock will continue to be registered under the

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Exchange Act and Resource America stockholders will continue to own their shares of Resource America stock and will continue to be subject to the same general risks and opportunities as they currently are with respect to ownership of Resource America stock.

If the merger is not completed, there is no assurance as to the effect of these risks and opportunities on the future value of your shares of Resource America stock, including the risk that the market price of Resource America stock may decline if the current market price of Resource America’s stock reflects a market assumption that the merger will be completed. If the merger is not completed, there is no assurance that any other transaction acceptable to Resource America will be offered or that the business, operations, financial condition, earnings or prospects of Resource America will not be adversely impacted. Pursuant to the merger agreement, under certain circumstances Resource America is permitted to terminate the merger agreement in order to enter into an alternative transaction. Please see the section of this proxy statement entitled “ The Merger Agreement— Termination of the Merger Agreement ”.

Under certain circumstances, if the merger agreement is terminated, Resource America may be obligated to pay a termination fee to C-III. Please see the section of this proxy statement entitled “ The Merger Agreement—Termination Fee ”.

Financing of the Merger

There is no financing condition to the merger. C-III has represented in the merger agreement that it had on May 22, 2016 and will have, at the effective time, unrestricted funds, including cash and other liquid assets, sufficient to consummate the merger and the other transactions contemplated by the merger agreement and to satisfy C-III’s and Merger Sub’s obligations under the merger agreement.

Interests of Resource America’s Directors and Executive Officers in the Merger

In considering the recommendations of the Resource America board of directors with respect to the merger, Resource America’s stockholders should be aware that the directors and executive officers of Resource America have certain interests, including financial interests, in the merger that may be different from, or in addition to, the interests of Resource America’s stockholders generally. The Resource America board of directors was aware of these interests and considered them, among other matters, in approving the merger agreement, and in making its recommendations that Resource America’s stockholders adopt the merger agreement. See the section entitled “ The Merger (Proposal 1)—Background of the Merger ” and the section entitled “ The Merger (Proposal 1)—Reasons for Recommending the Adoption of the Merger Agreement .” These interests are described in more detail below, and certain of them are quantified in the narrative and the table below.

Treatment of Resource America Equity Awards

Stock Options . Each option to purchase shares of Resource America stock that is outstanding and unexercised immediately prior to the effective time will become fully vested (to the extent not vested) and will be cancelled and converted into the right to receive an amount in cash equal to the product of (1) the total number of shares of Resource America stock subject to such option multiplied by (2) the excess, if any, of the merger consideration over the exercise price per share of such option. Any option that has an exercise price per share that equals or exceeds the merger consideration will be cancelled for no consideration.

Restricted Stock Awards . Each outstanding award of restricted Resource America stock that is outstanding as of immediately prior to the effective time will become fully vested (with any performance-based vesting conditions deemed fully satisfied), and will be cancelled and converted into the right to receive an amount in cash equal to the product of (1) the total number of shares of Resource America stock subject to such restricted stock award multiplied by (2) the merger consideration.

Deferred Stock Unit Awards . Each award of deferred stock units that corresponds to shares of Resource America stock that is outstanding immediately prior to the effective time will become fully vested (to the extent

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unvested) and will be cancelled and converted into the right to receive an amount in cash equal to the product of (1) the total number of shares of Resource America stock subject to such deferred stock unit award multiplied by (2) the merger consideration.

Quantification of Payments . For an estimate of the amounts that would be payable to each of Resource America’s named executive officers on settlement of their unvested Resource America equity awards, see “— Quantification of Payments and Benefits to Resource America’s Named Executive Officers ” below. The estimated aggregate amount that would be payable to Resource America’s two executive officers who are not named executive officers in settlement of their unvested equity-based awards if the effective time occurred on July 13, 2016 is $190,377. We estimate that the aggregate amount that would be payable to Resource America’s eight non-employee directors for their unvested Resource America equity awards if the effective time occurred on July 13, 2016 is $406,995.

Employment Agreement with Jonathan Z. Cohen

Jonathan Z. Cohen, Resource America’s President and Chief Executive Officer, has entered into an employment agreement with Resource America that provides for severance benefits upon his termination of employment (1) by Mr. J. Cohen with cause or upon a change of control or potential change of control or (2) by Resource America for any reason (each of which we refer to as a “qualifying termination” for Mr. J. Cohen). The merger will constitute a change of control for purposes of this employment agreement.

Mr. J. Cohen’s employment agreement provides that, upon a qualifying termination, he will be entitled to:

In addition, in connection with Resource America’s entry into the merger agreement, Resource America entered into an employment agreement amendment with Mr. J. Cohen that will become effective immediately prior to the effective time. Under the amendment, Mr. J. Cohen waived his right to a tax gross-up for any excise tax to which he may become subject under Section 4999 of the Code, and instead agreed that any payments or benefits payable to him in connection with the merger will be reduced to the extent necessary such that no portion of such payments or benefits would be subject to the excise tax under Section 4999 of the Code. Mr. J. Cohen has also agreed under the amendment to waive the tax gross-up payments to which he otherwise would be entitled in respect of reimbursement of COBRA premiums and the cost of life, disability, and accident insurance coverage described above.

For an estimate of the value of the payments and benefits described above that would be payable to Mr. J. Cohen upon a qualifying termination in connection with the merger, see “— Quantification of Payments and Benefits to Resource America’s Named Executive Officers ” below.

Employment Agreements with Jeffrey F. Brotman, Thomas C. Elliott, and Michael S. Yecies

Each of Jeffrey F. Brotman, Resource America’s Executive Vice President and Chief Operating Officer, Thomas C. Elliott, Resource America’s Executive Vice President and Chief Financial Officer, and Michael S. Yecies, Resource America’s Senior Vice President, Chief Legal Officer, and Secretary, has entered into an

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employment agreement with Resource America that provides for change of control severance benefits upon a termination of employment (1) by the executive officer at any time for any reason within six months following a change of control or (2) by Resource America in anticipation of or within six months following a change of control (in the case of Mr. Brotman), or at any time following the change of control (in the case of Messrs. Elliott and Yecies) (each of which we refer to as a “qualifying termination” for Messrs. Brotman, Elliott, and Yecies). The merger will constitute a change of control for purposes of those employment agreements.

The employment agreements with Messrs. Brotman, Elliott, and Yecies provide that, in the event of a qualifying termination, the executive officer will be entitled to the following, subject to his execution and non-revocation of a release of claims in favor of Resource America:

The employment agreements with Messrs. Brotman, Elliott, and Yecies also include customary confidentiality and non-solicitation provisions. Under the merger agreement, Resource America has the right to enter into a noncompetition agreement with Mr. Brotman that provides for cash consideration to him in an amount not to exceed the amount of any severance waived by Mr. Brotman. To that end, C-III is engaged in discussions with Mr. Brotman about a potential consulting role and noncompetition arrangement with Resource America after the consummation of the merger. Although these discussions have not resulted in any additional agreements as of the date of this proxy statement, it is expected that any consulting agreement entered into with Mr. Brotman would provide for an aggregate consulting fee not to exceed $400,000, and additional cash consideration not to exceed any severance waived by him in exchange for a two-year noncompetition covenant in favor of Resource America and its subsidiaries after the merger.

For an estimate of the value of the payments and benefits described above that would be payable to Messrs. Brotman and Elliott upon a qualifying termination in connection with the merger, see “— Quantification of Payments and Benefits to Resource America’s Named Executive Officers ” below. The estimated aggregate amount (excluding the value of accelerated vesting of unvested equity awards, which is described in “— Treatment of Resource America Equity Awards ” above) that would be payable to Mr. Yecies under his employment agreement if the merger were to be completed and he were to experience a qualifying termination on July 13, 2016 is $401,214.

Amended and Restated Employment Agreement with Thomas C. Elliott

On May 22, 2016, Resource America entered into an Amended and Restated Employment Agreement with Mr. Elliott, which will become effective as of and subject to the occurrence of the effective time and supersede

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Mr. Elliott’s current employment agreement (described above in “— Employment Agreements with Jeffrey F. Brotman, Thomas C. Elliott, and Michael S. Yecies ”) at that time.

The amended and restated employment agreement with Mr. Elliott provides for an initial term of two years, with automatic extensions (absent notice to the contrary) commencing on the first anniversary of the closing date so that, on any day on which the agreement is in effect following the first anniversary of the closing date, it will have a then-current term of one-year. Under this employment agreement, Mr. Elliott will be entitled to base compensation of $400,000 per year, incentive compensation based on his performance as determined by the Resource America board of directors or Chief Executive Officer (subject to a minimum payment of $1 million in respect of each of 2016 and 2017, if the closing date occurs in 2016, or a minimum payment of $1 million in respect of 2017, if the closing date occurs in 2017), and a signing bonus of $1.65 million. The amended and restated employment agreement also provides for a retention bonus in an aggregate amount equal to $1.65 million, $1 million of which will vest on the second anniversary of the effective time, $500,000 of which will vest on the third anniversary of the effective time, and $150,000 of which will vest on the date that is 39 months following the effective time, subject, in each case, to Mr. Elliott’s continued employment with Resource America. If, however, Resource America elects not to extend the term under the amended and restated employment agreement as described above, any unvested portion of the retention bonus will vest as of the expiration of the then-current term.

If Mr. Elliott is terminated without cause, he resigns with good reason, or during the period commencing on the date that is nine months following the closing date and ending on the second anniversary of the closing date, Mr. Elliott resigns without good reason, he will be entitled to receive severance as follows, subject to his execution and non-revocation of a release of claims in favor of Resource America: (1) in the case of a termination (other than a resignation without good reason) that occurs prior to the second anniversary of the closing date, an amount equal to the sum of $1.65 million, plus one year’s base compensation, plus his incentive compensation for the prior fiscal year; (2) in the case of a resignation without good reason during the period commencing on the date that is nine months following the closing date and ending on the second anniversary of the closing date, an amount equal to $1.55 million; and (3) in the case of a termination (other than a resignation without good reason) on or after the second anniversary of the closing date, an amount equal to the sum of one year’s base compensation, his incentive compensation for the prior fiscal year, and any unpaid portion of the retention bonus.

The amended and restated employment agreement also includes customary confidentiality, non-solicitation, and non-interference covenants.

Employment Agreements with Jeffrey D. Blomstrom and Alan F. Feldman

Each of Jeffrey D. Blomstrom, Resource America’s Senior Vice President, and Alan F. Feldman, Resource America’s Senior Vice President and Chief Executive Officer of Resource Real Estate, has entered into an employment agreement with Resource America that provides for severance benefits upon a termination of employment (1) by the executive officer with good reason or (2) by Resource America without cause (each of which we refer to as a “qualifying termination” for Messrs. Blomstrom and Feldman).

The employment agreements with Messrs. Blomstrom and Feldman provide that, in the event of a qualifying termination, the executive officer will be entitled to the following, subject to his execution and non-revocation of a release of claims in favor of Resource America:

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The employment agreements with Messrs. Blomstrom and Feldman also include customary confidentiality, noncompetition, and nonsolicitation provisions.

For an estimate of the value of the payments and benefits described above that would be payable to Messrs. Blomstrom and Feldman upon a qualifying termination in connection with the merger, see “— Quantification of Payments and Benefits to Resource America’s Named Executive Officers ” below.

Employment Agreement Amendment with Alan F. Feldman

On May 22, 2016, Resource America entered into an amendment to the employment agreement with Mr. Feldman, which will become effective immediately prior to the effective time.

The amendment provides for base compensation of $375,000, and incentive compensation based on Mr. Feldman’s performance as determined by the Resource America board of directors or Chief Executive Officer (subject to a minimum payment of $1.462 million in respect of each of 2016, 2017 and 2018, if the closing date occurs in 2016, or a minimum payment of $1.462 million in respect of each of 2017 and 2018, if the closing date occurs in 2017). In addition, if the closing date occurs in 2016 or 2017, Resource America will recommend to the board of directors of Resource Capital Corp. that Mr. Feldman receive a restricted stock grant having a grant date value of not less than $100,000 for the year in which the closing date occurs and each year thereafter through and including 2018.

If Mr. Feldman’s employment is terminated by Resource America without cause or by Mr. Feldman with good reason, then Mr. Feldman will be entitled to severance as follows, subject to his execution and non-revocation of a release of claims in favor of Resource America: (1) an amount equal to one year of base compensation and his incentive compensation for the prior fiscal year; and (2) if such termination occurs prior to the first anniversary of the closing date, then an additional amount equal to the sum of (a) one year of base compensation multiplied by a fraction, the numerator of which is the number of days remaining from the date of termination through the first anniversary of the closing date and the denominator of which is 365, plus (b) his incentive compensation for the prior fiscal year.

Severance Plan

Under the merger agreement, C-III has agreed to provide specified severance benefits to continuing Resource America employees who are terminated without cause during the one-year period following the closing. Arthur J. Miller, Resource America’s Vice President and Chief Accounting Officer, is eligible for severance benefits under this arrangement.

If, during the one-year period following the closing, Mr. Miller’s employment is terminated without cause (which we refer to as a “qualifying termination” with respect to Mr. Miller), he will be entitled, subject to his execution and non-revocation of a release of claims in favor of Resource America, to receive a lump sum cash payment equal to the sum of (1) his annual base salary and (2) his target annual bonus as in effect immediately

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prior to such qualifying termination (or, if higher, his target annual bonus as in effect immediately prior to the closing), payable within 60 days following the qualifying termination.

The estimated aggregate amount (excluding the value of accelerated vesting of unvested equity awards, which is described in “— Treatment of Resource America Equity Awards ” above) that would be payable to Mr. Miller pursuant to the severance plan if the merger were to be completed and he were to experience a qualifying termination on July 13, 2016 is $275,000.

2016 Fiscal Year Annual Bonus

In accordance with the merger agreement, Resource America established a bonus amount pursuant to Resource America’s annual bonus or revenue-sharing plans or arrangements for each participant therein, including Resource America’s executive officers, for the portion of the 2016 fiscal year that ends on the earlier of December 31, 2016 and the closing date in an amount no greater than the annual cash bonus received by such participant in respect of the 2015 fiscal year (prorated if the closing date occurs prior to December 31, 2016 for the number of days in the 2016 fiscal year through and including the closing date) (which we refer to as a “2016 bonus amount”).

If the effective time occurs prior to the time Resource America would pay annual bonuses in respect of the 2016 fiscal year in the ordinary course of business, then, no later than March 15, 2017, Resource America will pay each participant who continues to be employed through the payment date a bonus for the entire 2016 fiscal year, which bonus amount will not be less than the participant’s 2016 bonus amount; however, if prior to the payment of such bonus amounts, a participant’s employment is terminated without cause or in a manner entitling the participant to severance or termination payments under an employment or other agreement, then the participant will be entitled to receive a prorated bonus for the 2016 fiscal year equal to the annual cash bonus received by such participant in respect of the 2015 fiscal year (prorated for the number of days in the 2016 fiscal year through and including the date on which such participant’s employment terminates). Any such prorated bonus will be paid within 60 days of termination, subject to the participant’s execution and non-revocation of a release of claims in favor of C-III and its affiliates. If the effective time has not occurred by the time Resource America would pay annual bonuses in respect of the 2016 fiscal year in the ordinary course of business, then Resource America will pay each participant, including Resource America’s executive officers, a bonus for the 2016 fiscal year equal to his or her 2016 bonus amount. See the section entitled “ The Merger Agreement—Other Covenants and Agreements—Employee Matters ” elsewhere in this proxy statement.

For an estimate of the prorated annual bonuses payable to Resource America’s named executive officers upon a qualifying termination in connection with the merger, see “— Quantification of Payments and Benefits to Resource America’s Named Executive Officers ” below. The estimated aggregate prorated annual bonuses payable to Resource America’s two executive officers who are not named executive officers if the effective time were to occur and they were to experience a qualifying termination on July 13, 2016 is $80,000.

Retention Program

Under the merger agreement, Resource America may establish a cash-based retention program in an aggregate amount not to exceed $11.03 million for Resource America employees identified by the Chief Executive Officer of Resource America (or his designee) that is designed to promote retention and reward extraordinary effort. Each award under the program (other than an award granted to Messrs. Brotman or Yecies) will become payable as to 50% of the award as of immediately prior to the effective time, and as to the remaining 50% of the award as of the date that is 180 days following the effective time, subject, in each case, to continued employment through the applicable vesting date and to accelerated vesting upon an earlier qualifying termination. Awards granted to Messrs. Brotman and Yecies will vest and become payable as of immediately prior to the effective time, subject to the individual’s continued employment through the effective time.

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For an estimate of the amounts granted to Resource America’s named executive officers under the retention program, see “— Quantification of Payments and Benefits to Resource America’s Named Executive Officers ” below. The estimated aggregate amounts granted to Resource America’s two executive officers who are not named executive officers under the retention program is $200,000.

Supplemental Executive Retirement Plan for Edward E. Cohen

Edward E. Cohen, Resource America’s Chairman, has previously entered into an employment agreement with Resource America related to his service as Chief Executive Officer of Resource America between 1998 and 2004. Under his employment agreement, Mr. E. Cohen is entitled to a supplemental executive retirement benefit that accrued during his tenure as Chief Executive Officer of Resource America. Resource America has established two trusts to fund Mr. E. Cohen’s supplemental executive retirement benefit, one of which was funded with $2,673,286 at the time it was established and provides that, upon the occurrence of a change of control (or upon a determination by the board for any other corporate purpose that a change of control is imminent), Resource America will contribute additional funds. Assuming for purposes of this proxy statement a closing date of July 13, 2016, $3,180,553 will be contributed to the trust.

Senior Notes

As a result of the closing of the merger, approximately $10 million aggregate principal amount of Resource America’s outstanding senior secured notes, which we refer to as the “senior notes,” will automatically become due and payable within five business days of the closing. Approximately $3.14 million of the senior notes are currently held by directors and executive officers of Resource America.

Management Agreement with Resource Capital Corp.

Since March 2005, Resource America has had a management agreement with Resource Capital Corp. pursuant to which Resource America provides certain services, including investment management and certain administrative services, to Resource Capital Corp. On May 21, 2016, Resource America entered into a letter agreement with Resource Capital Corp. pursuant to which Resource Capital Corp. irrevocably waived its right to terminate the management agreement as a result of a “Change of Control” (as defined in the management agreement) resulting from the merger. Resource America agreed to pay $1.5 million to Resource Capital Corp. at the closing of the merger. Mr. J. Cohen is the Chief Executive Officer and a member of the board of directors of Resource Capital Corp., and Messrs. Blomstrom and Brotman are executive officers of Resource Capital Corp. Directors and officers of Resource America own an aggregate of 828,878 shares of Resource Capital Corp.

Director and Officer Indemnification and Insurance

Pursuant to the terms of the merger agreement, Resource America’s directors and executive officers will be entitled to certain ongoing indemnification and coverage under directors’ and officers’ liability insurance policies from the surviving corporation. This indemnification and insurance coverage is further described in the section entitled “ The Merger Agreement—Director and Officer Indemnification and Insurance .”

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Quantification of Payments and Benefits to Resource America’s Named Executive Officers

The table below sets forth the amount of payments and benefits that each of Resource America’s named executive officers would receive in connection with the merger, assuming that the merger were consummated and each such executive officer experienced a qualifying termination on July 13, 2016, but without giving effect to the amended and restated employment agreement with Mr. Elliott and the employment agreement amendment with Mr. Feldman described above. The amounts below are determined using a per share price of Resource America stock of the merger consideration of $9.78, and are based on multiple assumptions that may or may not actually occur or be accurate on the relevant date, including the assumptions described in the footnotes to the table. As a result of the foregoing assumptions, the actual amounts, if any, to be received by a named executive officer may materially differ from the amounts set forth below. The table below does not include compensation that is contingent upon services provided to the surviving corporation following the effective time, including under any employment arrangements entered into in connection with Resource America’s execution of the merger agreement that will become effective as of the closing of the merger.

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Voting and Support Agreement

On May 22, 2016, Jonathan Z. Cohen and Edward E. Cohen, who we also refer to as the “specified stockholders”, and certain of their affiliates that are Resource America stockholders, entered into the voting agreement with C-III. Under the voting agreement, each such stockholder agreed, among other things, to vote all shares of Resource America stock owned by such stockholder in favor of the merger, against any action or proposal in favor of an acquisition proposal, without regard to the terms thereof, and against any action, proposal, transaction or agreement that would reasonably be likely to result in a material breach of any covenant or representation of Resource America in the merger agreement or prevent or materially delay Resource America’s or C-III’s ability to consummate the merger. As of the record date, the stockholders that are party to the voting agreement own a total of 4,756,784 shares of Resource America stock, or approximately 22.9% of the total outstanding shares of Resource America stock as of such date.

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The voting agreement also generally requires that, from the date of the agreement until 18 months following the completion of the merger, each specified stockholder refrain from: (1) engaging in certain activities related to the distribution of real estate asset management products in the independent broker-dealer channel and engaging in direct lending to real estate operators or funds for the purchase of real estate assets; and (2) soliciting for employment or hiring individuals employed by Resource America, the Managed REITs and certain other funds managed by Resource America, subject to certain exceptions. Each specified stockholder, on the one hand, and C-III, on the other hand, has also agreed to customary non-disparagement covenants.

Pursuant to the terms and conditions of the voting agreement, C-III will pay each specified stockholder $125,000 per year in respect of business expenses (including, without limitation, labor and office expenses) for the first five years after the closing of the merger.

The voting agreement will generally terminate upon the earliest to occur of (i) the consummation of the merger, (ii) the termination of the merger agreement in accordance with its terms, or (iii) with respect to each stockholder, the entry without the prior consent of such stockholder into any amendment or modification of the merger agreement that results in a decrease in, or change in the composition of, the merger consideration or imposes any material restrictions or constraints on the payment of the merger consideration, except that the covenants described in the preceding two paragraphs will continue in accordance with their terms unless the merger agreement is terminated in accordance with its terms.

Regulatory Waiting Periods and Approvals Required for the Merger

HSR . The merger is subject to the requirements of the HSR Act, which prevents C-III and Resource America from completing the merger until required information and materials are furnished to the Antitrust Division of the DOJ and FTC and the HSR Act waiting period is terminated or expires. On June 14, 2016, Resource America and C-III received notice from the FTC of the early termination of the HSR Act waiting period.

FINRA . Completion of the merger is subject to receipt of approval for a change of control or ownership from FINRA pursuant to NASD Rule 1017 for each subsidiary of Resource America that is a broker-dealer. Under the terms of the merger agreement, this condition shall be deemed satisfied, and the closing may occur prior to obtaining FINRA approval if 31 days elapse after the submission of a FINRA application that FINRA deems substantially complete and FINRA has not advised Resource America or C-III that it will impose substantial operating restrictions on any of C-III’s or Resource America’s broker-dealer subsidiaries. Resource America has filed and submitted the required notices and applications to FINRA on June 9, 2016.

FCA . Pursuant to Section 178 of the Financial Services and Markets Act (2000) of the United Kingdom of Great Britain and Northern Ireland, which we refer to as the “FSMA”, Resource America and C-III must also obtain a notice from the FCA that it approves of C-III (or any other potential controllers in C-III’s group, to the extent required) acquiring control of any subsidiary or joint venture of Resource America that is registered with the FCA. Under the terms of the merger agreement, the FCA shall be treated as providing the required notice, pursuant to Section 189(6)(a) of FSMA, if 60 days elapse after the FCA acknowledges receipt of a completed change of control notice and the FCA has not advised the applicant that it proposes to approve the acquisition subject to conditions, proposes to object to the acquisition or that the change of control notice is incomplete. An acquisition of control by the proposed controller during the FCA assessment period without prior approval from the FCA is a criminal offense under the FSMA. In addition, a failure by the relevant Resource America subsidiaries to make the relevant notification to the FCA under the FCA’s rule could result in action being taken against those subsidiaries by the FCA. Completion of the merger is subject to the receipt of FCA approval. Resource America and C-III submitted the required notices and applications to the FCA on June 10, 2016. The applications were approved by the FCA on June 22, 2016.

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JFSC . Completion of the merger is subject to the written approval from the JFSC that it approves of C-III acquiring control of any joint venture of Resource America that is registered with the JFSC. Resource America and C-III submitted the required notices and applications to the JFSC on June 10, 2016. The applications were approved by the JFSC on June 30, 2016.

At any time before or after the expiration of the statutory waiting periods under the HSR Act, the DOJ or the FTC may take action under the antitrust laws, including seeking to enjoin the completion of the merger, to rescind the merger or to conditionally permit completion of the merger subject to regulatory conditions or other remedies. In addition, non-U.S. regulatory bodies and U.S. state attorneys general could take action under the antitrust laws as they deem necessary or desirable in the public interest, including, without limitation, seeking to enjoin the completion of the merger or permitting completion subject to regulatory conditions. Private parties may also seek to take legal action under the antitrust laws under some circumstances. Although neither C-III nor Resource America believes that the merger will violate the antitrust laws, there can be no assurance that a challenge to the merger on antitrust grounds will not be made or, if such a challenge is made, that it would not be successful.

For a description of C-III’s and Resource America’s respective obligations under the merger agreement with respect to regulatory approvals, please see the section of this proxy statement entitled “ The Merger Agreement—Efforts to Obtain Regulatory Approvals ”.

Litigation Related to the Merger

As of the date of this proxy statement, a putative class action lawsuit challenging the proposed merger was filed that names Resource America, its board of directors, C-III and Merger Sub as defendants. The complaint, captioned Gansman v. Resource America et al. (Case No. 160601492) was filed on June 15, 2016 in the Court of Common Pleas of Philadelphia County by a purported stockholder of Resource America. The lawsuit seeks to enjoin the transaction and alleges, among other things, that the members of the Resource America board of directors breached their fiduciary duties by agreeing to the transaction at an inadequate price and through an inadequate process. On July 11, 2016, plaintiff filed a stipulation in the Court of Common Pleas of Philadelphia County seeking an order discontinuing the action without prejudice.

Delisting and Deregistration of Resource America stock

If the merger is completed, the shares of Resource America stock will be delisted from NASDAQ and deregistered under the Exchange Act, and shares of Resource America stock will no longer be publicly traded.

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THE MERGER AGREEMENT

The following is a summary of the material terms and conditions of the merger agreement. This summary does not purport to be complete and may not contain all of the information about the merger agreement that is important to you. The description of the merger agreement in this section and elsewhere in this proxy statement is qualified in its entirety by reference to the complete text of the merger agreement, a copy of which is attached to this proxy statement as Annex A and is incorporated by reference into this proxy statement. We encourage you to read the merger agreement carefully and in its entirety because it is the primary contractual document that governs the merger.

Additional information about Resource America and C-III may be found elsewhere in this proxy statement and, for Resource America, in other public reports and documents filed with the SEC. Please see the section of this proxy statement entitled “Where You Can Find Additional Information”.

Explanatory Note Regarding the Merger Agreement

The merger agreement and this summary of its terms have been included to provide you with information regarding the terms of the merger agreement. The merger agreement is not intended to be a source of factual, business or operational information about Resource America, C-III or Merger Sub, and the following summary of the merger agreement and the copy thereof attached hereto as Annex A are not intended to modify or supplement any factual disclosure about Resource America in any documents it publicly files with the SEC. The representations, warranties and covenants made in the merger agreement by Resource America, C-III and Merger Sub were qualified and subject to important limitations agreed to by Resource America, C-III and Merger Sub in connection with negotiating the terms of the merger agreement. In particular, in your review of the representations and warranties contained in the merger agreement and described in this summary, it is important to bear in mind that the representations and warranties were negotiated with the principal purposes of establishing the circumstances in which a party to the merger agreement may have the right not to close the merger if the representations and warranties of the other party prove to be untrue due to a change in circumstance or otherwise, and allocating risk between the parties to the merger agreement, rather than establishing matters as facts. The representations and warranties may also be subject to a contractual standard of materiality different from those generally applicable to stockholders and reports and documents filed with the SEC and in some cases were qualified by disclosures that were made by each party to the other, which disclosures are not reflected in the merger agreement. Moreover, information concerning the subject matter of the representations and warranties, which do not purport to be accurate as of the date of this proxy statement, may have changed since the date of the merger agreement, and subsequent developments or new information qualifying a representation or warranty may or may not be fully reflected in this proxy statement or Resource America’s public disclosures. Accordingly, you should not rely on the representations and warranties as being accurate or complete or characterizations of the actual state of facts as of any specified date.

Effects of the Merger; Directors and Officers; Certificate of Incorporation; Bylaws

The merger agreement provides for the merger of Merger Sub with and into Resource America, and the separate corporate existence of Merger Sub will cease. After the merger, Resource America will be the surviving corporation in the merger and will continue its corporate existence as a Delaware corporation and a wholly owned subsidiary of C-III. At the effective time, all of the property, rights, privileges, immunities, powers and franchises of Resource America and Merger Sub will vest in the surviving corporation, and all of the obligations, liabilities and duties of Resource America and Merger Sub will become the obligations, liabilities and duties of the surviving corporation, as provided under the DGCL. At the effective time, the certificate of incorporation of Resource America will be amended and restated to conform to Exhibit B of the merger agreement. Also at the effective time, the bylaws of Merger Sub that are in effect immediately before the effective time will become the bylaws of the surviving corporation, except that all references to Merger Sub’s name will be replaced with references to the name of the surviving corporation, “Resource America, Inc.”

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The individuals holding positions as directors of Merger Sub immediately before the effective time will become the initial directors of the surviving corporation, and C-III will designate the initial officers of the surviving corporation.

Closing and Effective Time of the Merger

Unless the parties otherwise agree, the closing of the merger, which we refer to as the “closing”, will take place on the second business day following the date on which the conditions to closing (described in the section of this proxy statement entitled “—Conditions to the Merger ”), other than those conditions that by their terms can only be satisfied at the closing (but subject to the satisfaction or waiver of those conditions at closing), have been satisfied or (to the extent permitted by the merger agreement) waived.

The merger will become effective at such time as the certificate of merger is duly filed with the Secretary of State of the State of Delaware, or at such other time as C-III and Resource America will agree and specify in the certificate of merger, which we refer to as the “effective time”.

Merger Consideration and Conversion of Resource America Stock

At the effective time, each share of Resource America stock issued and outstanding immediately prior to the effective time, other than shares owned by Resource America, C-III, Merger Sub or their respective subsidiaries, which will be cancelled, shares owned by stockholders who have properly demanded appraisal rights under the DGCL and shares subject to restricted stock awards, will be automatically cancelled and converted into the right to receive the per share merger consideration, without interest, less any withholding taxes.

Surrender and Payment Procedures

Prior to the effective time, C-III will appoint a nationally recognized financial institution (reasonably acceptable to Resource America), to act as paying agent, and will deposit with such paying agent, for the benefit of the holders of Resource America stock, cash sufficient to pay the aggregate merger consideration (the “Merger Fund”). As promptly as practicable (and no later than the third business day) after the effective time, C-III will cause the paying agent to mail to each holder of record of shares of Resource America stock whose shares were converted into the right to receive the merger consideration (i) a letter of transmittal and (ii) instructions for use in effecting the surrender of certificates representing shares of Resource America stock in exchange for payment of the merger consideration. Upon surrender of certificates to the paying agent together with the letter of transmittal, duly completed and validly executed, and such other documents as may reasonably be required by the paying agent, the holder of such certificates or book-entry shares will be entitled to receive the merger consideration (less any amount that may be withheld with respect to any applicable withholding taxes). If you are a stockholder of record holding certificates, you will not be entitled to receive the merger consideration until you surrender your certificates along with a duly executed letter of transmittal to the paying agent.

You should not return your certificates with the enclosed proxy card, and you should not forward your stock certificates to the paying agent without a letter of transmittal.

Stockholders of record who hold their shares in book-entry form will not be required to deliver a certificate or an executed letter of transmittal to the paying agent in order to receive the merger consideration to which they are entitled. As promptly as practicable after the effective time, C-III will cause the paying agent to pay and deliver to each such stockholder whose shares of Resource America stock were converted into the right to receive the merger consideration, the merger consideration with respect to such book-entry shares.

C-III, Merger Sub, Resource America, the surviving corporation and the paying agent will be entitled to deduct and withhold any applicable required taxes from the merger consideration. In the event any amount is withheld from the merger consideration otherwise payable to any person (and is paid over to the applicable taxing authorities), that amount will be treated as having been paid to the person from whom such amounts were originally deducted and withheld.

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Lost Certificates

If any certificate has been lost, stolen or destroyed, then the person claiming the certificate to be lost, stolen or destroyed must make an affidavit of that fact, in form and substance reasonably acceptable to C-III, in order to be entitled to receive the merger consideration in respect of such certificate and, if required by C-III or the paying agent, such person must post a bond in a reasonable amount (as C-III or the paying agent may direct) as indemnity against any claim that may be made against it or the surviving corporation with respect to such certificate. The procedures will be described in the letter of transmittal that you will receive, which you should read carefully in its entirety.

Transfers Following the Effective Time

At the effective time, the share transfer books of Resource Capital will be closed, and there will be no further recording or registration of transfers of shares of Resource America stock. Any certificate formerly representing shares of Resource America stock presented to the surviving corporation or the paying agent after the effective time will be cancelled and exchanged for the applicable merger consideration that has become payable with respect thereto.

Investment and Termination of the Merger Fund

The paying agent will invest the Merger Fund as directed by C-III. Any interest, gains and other income resulting from such investment will be the sole and exclusive property of C-III payable to C-III upon its request. Any such investment of the cash included in the Merger Fund will be limited to investments that are obligations of, or guaranteed by, the United States government. No such investment or loss thereon will affect the amounts payable to holders of shares of Resource America stock. In the event the Merger Fund is at any time insufficient to pay the amounts to which former holders of Resource America stock are entitled pursuant to the merger agreement, C-III will promptly deposit cash in to the Merger Fund in an amount equal to the deficiency. Any portion of the Merger Fund that remains undistributed to former holders of Resource America stock for one year after the effective time will be returned to C-III, upon demand, and any holders of shares formerly representing shares of Resource America stock who have not yet surrendered their shares must look to C-III for payment of its claim for the per share merger consideration.

None of C-III, Merger Sub, Resource America, the surviving corporation or the paying agent, nor their respective employees, officers, directors, agents or affiliates, will be liable to any person in respect of any amount delivered to a public official pursuant to any applicable abandoned property, escheat or similar law. Any portion of the merger consideration remaining unclaimed by the former holders of Resource America stock immediately prior to such time as such amounts would otherwise escheat to or become property of any government authority will, to the extent permitted by applicable law, become the property of the surviving corporation free and clear of any claims or interest of any person previously entitled thereto.

Treatment of Equity Awards

Stock Options . Each option to purchase shares of Resource America stock that is outstanding and unexercised immediately prior to the effective time will become fully vested (to the extent not vested) and will be cancelled and converted into the right to receive an amount in cash equal to the product of (1) the total number of shares of Resource America stock subject to such option multiplied by (2) the excess, if any, of the merger consideration over the exercise price per share of such option. Any option that has an exercise price per share that equals or exceeds the merger consideration will be cancelled for no consideration.

Restricted Stock Awards . Each outstanding award of restricted Resource America stock that is outstanding as of immediately prior to the effective time will become fully vested (with any performance-based vesting conditions deemed fully satisfied), and will be cancelled and converted into the right to receive an amount in cash equal to the product of (1) the total number of shares of Resource America stock subject to such restricted stock award multiplied by (2) the merger consideration.

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Deferred Stock Unit Awards . Each award of deferred stock units that corresponds to shares of Resource America stock that is outstanding immediately prior the effective time will become fully vested (to the extent unvested) and will be cancelled and converted into the right to receive an amount in cash equal to the product of (1) the total number of shares of Resource America stock subject to such deferred stock unit award multiplied by (2) the merger consideration.

Representations and Warranties

The merger agreement contains representations and warranties made by Resource America, C-III and Merger Sub to each other. The statements embodied in those representations and warranties were made for purposes of the merger agreement and are subject to qualifications and limitations agreed to by the parties in connection with negotiating the terms of the merger agreement (including in the disclosure letters delivered by Resource America to C-III and by C-III to Resource America in connection therewith). In addition, some of those representations and warranties were made as of a specific date, may be subject to a contractual standard of materiality different from that generally applicable to stockholders or may have been used for the purpose of allocating risk between the parties to the merger agreement rather than establishing matters as facts.

The representations and warranties made by Resource America (including, in certain cases, with respect to its subsidiaries and certain joint ventures) to C-III and Merger Sub relate to, among other things, the following:

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Many of Resource America’s representations and warranties are qualified as to, among other things, “materiality” or “company material adverse effect.” For purposes of the merger agreement, “company material adverse effect” means any effect, change, development, occurrence or event that has a material adverse effect on the business or financial condition of Resource America and its subsidiaries, taken as a whole. Effects, changes, developments, occurrences or events resulting from the following events are excluded in determining whether a company material adverse effect has occurred:

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The following events are also excluded in determining whether a company material adverse effect has occurred, but will be taken into account to the extent such have a materially disproportionate effect on Resource America and its subsidiaries, taken as a whole, relative to other participants in the industries in which Resource America and its subsidiaries operate:

The representations and warranties made by C-III and Merger Sub to Resource America are more limited and relate to, among other things, the following:

Certain of the representations and warranties of C-III and Merger Sub are qualified as to, among other things, “materiality” or “Parent material adverse effect.” For purposes of the merger agreement, “Parent material adverse effect” means any effect, change, development, occurrence or event that would prevent, materially delay or materially impair the consummation by C-III or Merger Sub of the merger and other transactions contemplated by the merger agreement (including payment of the merger consideration).

Subject to certain exceptions, the representations and warranties contained in the merger agreement will terminate upon the earlier of the effective time or the termination of the merger agreement pursuant to its terms.

Covenants Relating to the Conduct of Business

Resource America has agreed to covenants in the merger agreement that affect the conduct of its business and that of its subsidiaries between the date of the merger agreement and the effective time.

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Prior to the effective time, except as expressly required or expressly permitted by the merger agreement, as specified in the disclosure letter delivered by Resource America in connection with the merger agreement, or as C-III may otherwise consent in writing (which cannot be unreasonably withheld, conditioned or delayed), or as required by applicable law, Resource America will, and will cause each of its subsidiaries to, use reasonable best efforts to (i) conduct its business in the ordinary course consistent with prior practice, (ii) to the extent consistent with the foregoing, preserve intact its business operations, organization and its ongoing business relationships with third parties, (iii) obtain the renewal and prevent the termination or nonrenewal of any advisory contract (except for the automatic termination of an advisory contract with a fund that is registered under ICA), and (iv) not take any action or fail to take any action that would reasonably be expected to cause any Managed REIT to fail to qualify as a REIT.

In addition, except as expressly required or expressly permitted by the merger agreement or as specified in the disclosure letter delivered by Resource America in connection with the merger agreement, unless C-III gives its prior written consent (which cannot be unreasonably withheld, conditioned or delayed), Resource America and its subsidiaries are restricted from:

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No Solicitation by Resource America

Resource America has agreed under the merger agreement, subject to certain exceptions described below, that Resource America, its subsidiaries and their respective officers and directors will not, and Resource America will instruct its affiliates and other representatives not to, directly or indirectly, until the earlier of the effective time or the termination of the merger agreement:

Resource America may nevertheless furnish information and engage in discussions with a third party that makes an unsolicited bona fide written acquisition proposal that the Resource America board of directors determines in good faith, after consulting with Resource America’s outside financial advisors and outside legal counsel, is or could reasonably be expected to lead to a superior proposal in circumstances not otherwise involving a breach of the merger agreement. Resource America is required to enter into a confidentiality agreement with certain terms described in the merger agreement prior to furnishing such information and to provide such nonpublic information to C-III promptly (and in any event within twenty-four hours) of furnishing it to the third party.

Under the merger agreement, an “acquisition proposal” is any proposal, indication of interest or offer from any person or “group” related to (i) any direct or indirect acquisition or purchase of the business or assets of Resource America or any subsidiary representing 25% or more of the consolidated revenues, income or assets of Resource America, (ii) any issuance, sale or other disposition, directly or indirectly, to any person or group of securities representing 25% or more of the total voting power of Resource America, (iii) any tender or exchange offer that if consummated would result in any person or group beneficially owning more than 25% or more of any class of Resource America’s equity securities, (iv) any merger, consolidation, amalgamation, share exchange, business combination, joint venture, reorganization, recapitalization, liquidation, dissolution or similar transaction that would (A) result in any person owning 25% or more of the total voting power of Resource America’s outstanding stock or (B) result in Resource America stockholders immediately prior to the consummation of the transactions beneficially owning less than 75% of the total voting power of Resource America’s outstanding stock or the surviving corporation, or (v) any combination of the foregoing.

Under the merger agreement, a “superior proposal” is a bona fide written acquisition proposal (except that references to “25% or more” in the definition of acquisition proposal will be deemed to be references to “50% or more”) providing for a transaction that the Resource America board of directors has determined in its good faith judgment is more favorable to its stockholders from a financial point of view than the merger after taking into account the likelihood and timing of consummation (as compared to the merger) and such other matters that the Resource America board of directors deems relevant, including legal, financial, regulatory and other aspects of the acquisition proposal.

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Required Notification to C-III

Resource America is required to (i) promptly (and in any event within 48 hours) notify C-III orally and in writing of any proposal, indication of interest or offer which constitutes an acquisition proposal that is received by, or if any discussions or negotiations are sought to be initiated regarding an acquisition proposal with, Resource America (or any of its representatives), indicating, in connection with such notice, the identity of the person or group of persons making the proposal, indication of interest or offer and the material terms and conditions of any such proposal, indication of interest or offer (including, if applicable, copies of any written proposals or offers, including proposed agreements), (ii) keep C-III reasonably informed, on a reasonably prompt basis (and in any event within 48 hours) of the status of any discussions or negotiations with respect to any such proposals or offers and the details of any material changes to the status or material terms of any such proposal, indication of interest or offer (including any material amendments thereto or any change to the scope or material terms or conditions thereof, and including copies of definitive agreements), and (iii) indicate to C-III promptly (and in any event within 48 hours) whether Resource America has furnished nonpublic information to such person or group of persons.

Changes in the Resource America Board’s Recommendation

The Resource America board has unanimously recommended that Resource America stockholders vote “FOR” the proposal to adopt the merger agreement, which we refer to as the “Resource America board recommendation.” The merger agreement permits the Resource America board of directors to make an “adverse recommendation change” only in certain limited circumstances, as described below.

Except as expressly permitted by the merger agreement, the Resource America board may not:

The actions described in the bullet points above are referred to in this proxy statement as an “adverse recommendation change.”

However, at any time after May 22, 2016 and prior to the time Resource America stockholders approve the proposal to adopt the merger agreement, if the Resource America board of directors determines in good faith, after consultation with outside financial advisors and outside legal counsel, that a written acquisition proposal made after May 22, 2016 (that was not solicited in breach of the non-solicitation provision of the merger agreement and has not been withdrawn) constitutes a superior proposal, then the Resource America board of directors may (1) make an adverse recommendation change or (2) cause Resource America to terminate the merger agreement in order to enter into a definitive agreement relating to such superior proposal, subject to paying the $6,725,000 termination fee due to C-III under the terms of the merger agreement, in each case if the Resource America board of directors concludes in good faith, after consultation with outside legal counsel, that the failure to make such adverse recommendation change or terminate the merger agreement would be reasonably likely to be inconsistent with the Resource America board of directors’ fiduciary duties under applicable law.

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Prior to making any such adverse recommendation change or terminating the merger agreement to enter into a definitive agreement relating to a superior proposal, (1) Resource America must have given C-III at least four business days’ prior written notice of its intention to take such action, and have provided C-III the material terms and conditions of, and the identity of the person making, any such superior proposal, and a complete copy of the superior proposal, (2) during the notice period, the Resource America board of directors and its representatives must have negotiated in good faith with C-III (to the extent C-III desires to negotiate) regarding any revisions to the terms of the transactions contemplated by the merger agreement in response to the superior proposal, and (3) at the end of the notice period, the Resource America board of directors must have concluded in good faith, after consultation with outside legal counsel and financial advisors, and taking into account any adjustment or modification to the terms of the merger agreement proposed in writing by C-III, that the acquisition proposal continues to be a superior proposal and that the failure to make an adverse recommendation change or terminate the merger agreement would still be reasonably likely to be inconsistent with the Resource America board of directors’ fiduciary duties under applicable law.

In the event of any material amendment or modification to any superior proposal (including any change to its financial terms), Resource America must satisfy the notice requirement described above with a new written notice to C-III, and comply with the negotiation requirements described above (provided that any such subsequent notice period will only be three business days).

In addition, at any time after May 22, 2016 and prior to the time Resource America stockholders approve the proposal to adopt the merger agreement, the Resource America board of directors may make an adverse recommendation change in response to an intervening event if prior to taking such action, the Resource America board of directors has determined in good faith, after consultation with outside legal counsel, that the failure to take such action would reasonably be expected to be inconsistent with its fiduciary duties under applicable law. Prior to making an adverse recommendation change in response to an intervening event, (1) Resource America must have given C-III at least four business days’ prior written notice of its intention to take such action and the reasons underlying the Resource America board of directors’ decision, including a description of the intervening event, (2) during the notice period, the Resource America board of directors and its representatives must have negotiated in good faith with C-III (to the extent C-III desires to negotiate) regarding any revisions to the terms of the transactions contemplated by the merger agreement in response to the intervening event, and (3) at the end of such notice period, the Resource America board of directors must have concluded in good faith, after consultation with outside legal counsel, and taking into account any adjustment or modification to the terms of the merger agreement made or irrevocably committed to in writing by C-III, that the failure to make an adverse recommendation change in response to the intervening event would still reasonably be expected to be inconsistent with the Resource America board of directors’ fiduciary duties under applicable law. Under the merger agreement, an “intervening event” means an effect, change, development, occurrence or event that was not known to the Resource America board of directors as of or prior to May 22, 2016 or, if known, the material consequences of which were not known by the Resource America board of directors. However, the following will not constitute an intervening event: (i) the receipt, existence or terms of an acquisition proposal; and (ii) changes in the market price or trading volume of Resource America stock, in and of itself.

The non-solicitation provisions of the merger agreement do not prohibit Resource America or the Resource America board of directors from taking and disclosing to Resource America stockholders a position contemplated by Rule 14e-2(a) or Rule 14d-9 promulgated under the Exchange Act, from making a “stop, look and listen” statement or from making any other disclosure to Resource America stockholders if the Resource America board of directors determines in good faith, after consultation with outside counsel, that the failure to make such other disclosure would reasonably be likely to be inconsistent with the Resource America board of directors’ exercise of their fiduciary obligations under applicable law.

Stockholders Meeting

Resource America has agreed under the merger agreement to give notice of a meeting of its stockholders as promptly as practicable, which we refer to as the special meeting, and in any event within five business days, after this proxy statement is cleared by the SEC staff for mailing, for the purpose of voting on the approval and

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adoption of the merger agreement, and to cause this proxy statement to be disseminated to Resource America stockholders. Resource America may only adjourn or postpone the special meeting (1) to solicit additional proxies and votes in favor of adoption of the merger agreement if sufficient votes to constitute the Resource America stockholder approval have not been obtained, or (2) to the extent necessary to ensure any amendment or supplement to this proxy statement is timely provided to Resource America stockholders. Resource America has also agreed under the merger agreement for the Resource America board of directors to recommend to Resource America stockholders the adoption and approval of the merger agreement and the related transactions contemplated thereby, subject to the provisions of the merger agreement described above under the section of this proxy statement entitled “ No Solicitation by Resource America ” and “ Changes in the Resource America Board’s Recommendation ”. Resource America has also agreed to use its reasonable best efforts to solicit from its stockholders proxies in favor of the adoption of the merger agreement.

Efforts to Obtain Regulatory Approvals

The merger agreement requires Resource America and C-III to use their respective reasonable best efforts to take or cause to be taken all actions necessary, proper or advisable under applicable law or order to consummate and make effective the merger and other transactions contemplated by the merger agreement as soon as practicable. Resource America, C-III and Merger Sub have also agreed to cooperate and to cause each of their respective subsidiaries to use their reasonable best efforts to: (1) prepare and file as promptly as practicable all documentation with any governmental authority that is necessary to consummate the merger; (2) furnish as promptly as practicable all required information to any governmental authority as may be required; (3) obtain all consents, registrations, approvals, permits and authorizations necessary, proper or advisable to be obtained from or renewed with any person in order to consummate the merger as promptly as practicable; and (4) obtain consents, approvals and authorizations that are necessary or advisable as a result of the merger under certain arrangements with Resource America’s advisory clients and between certain entities managed by Resource America and third parties. However, the failure to obtain any consents that are not expressly identified as closing conditions to the merger will not constitute the failure to satisfy a condition to the obligations of either party to consummate the merger.

The parties have also agreed to: (1) file any and all required notifications under the HSR Act (which occurred on June 6, 2016) and seek early termination of any waiting periods under the HSR Act; (2) to the extent required by applicable law or pursuant to an advisory contract, inform each advisory client and other required persons in writing of the transactions contemplated by the merger agreement and use reasonable best efforts to seek such persons’ consent to the continuation of its applicable advisory contract, which may take the form of a so-called implied negative consent, if permitted by law and the terms of the advisory contract; and (3) prepare and submit each required FSMA Section 178 notification and any filings required to be made with the JFSC with respect to the merger. Resource America has also agreed to prepare and submit to FINRA as promptly as practicable following the execution of the merger agreement a substantially complete continuing membership application for approval of a change in control of ownership pursuant to FINRA (NASD) Rule 1017(a)(4) for each of its subsidiaries that is a broker-dealer that satisfies the standards of FINRA (NASD) Rule 1014. Each party has agreed to furnish such information or assistance that may be necessary in connection with the preparation of any necessary filings or submissions to any governmental authority. C-III has agreed to pay all filing fees in connection with approvals of government authorities for the transactions contemplated by the merger agreement, except for the costs and expenses associated with any continuing membership application pursuant to FINRA Rule 1017(a)(4), which will be shared 50-50 by Resource America and C-III.

Resource America, C-III and Merger Sub must also each use their respective reasonable best efforts to promptly provide the information and documents requested by any governmental authority in connection with obtaining the necessary consents and approvals, promptly take any actions necessary to eliminate each impediment under applicable law to the transactions contemplated by the merger agreement, and promptly take all actions necessary to avoid or overcome the entry of any action that would materially delay, restrain, restrict, prevent enjoin or otherwise prohibit the consummation of the merger, except that Resource America and its

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subsidiaries will not be obligated to change their respective businesses or operations pursuant to the process of securing the approval of governmental authorities unless such actions are conditional or contingent on the closing occurring in accordance with the terms of the merger agreement. If a governmental authority does require any acts, omissions or restrictions in order to obtain a consent or approval, no adjustment will be made to the merger consideration. Each party will keep the other apprised of the status of seeking the various governmental authority approvals.

Managed Entities

Resource America has agreed that, with respect to each Managed REIT and certain other entities, which we refer to collectively as the “managed entities,” Resource America will, and will cause its controlled affiliates to, obtain resignations from certain directors and officers of Resource America as a director, trustee and/or officer of each of the managed entities, which will be effective immediately prior to the effective time, and use reasonable best efforts to cause the appointment of individuals designated by C-III to fill the vacancies that are created upon such resignations, which will also be effective immediately prior to the effective time.

Resource America has also agreed to promptly notify C-III in writing if, to Resource America’s knowledge, Resource America or any of its affiliates receives a bona fide proposal or offer relating to a merger, consolidation, asset acquisition, share exchange, business combination or similar transaction or the acquisition of 50% or more of the equity interests in any of the managed entities, and to keep C-III reasonably informed of the status and material terms of any such bona fide proposals or offers on a current basis. Resource America will also use reasonable best efforts to permit the attendance of a C-III representative, solely in an observer status, at each meeting of the investment committee for any of Resource America’s advisory clients and provide the C-III representative with the same information that is provided to the members of such investment committee in connection with the meeting.

Public Funds

As promptly as practicable after the execution of the merger agreement, Resource America will use (and cause its subsidiaries to use) reasonable best efforts to obtain the approvals required under the ICA of the trustees and shareholders (as applicable) of Diversified Income Fund and Resource Credit Income Fund, which we refer to as “public funds,” for a new investment advisory contract that contains terms substantially the same as (and identical advisory fees as set forth in) the advisory contract between such public fund and Resource America’s subsidiary that manages such public fund as of May 22, 2016 as well as an “interim agreement” (as defined in Rule 15a-4 under the ICA) on the same terms that would be effective if shareholder approval of the new investment advisory contract is not obtained prior to the closing of the merger. Resource America and C-III have agreed to cooperate with each other in obtaining such approvals. Resource America has also agreed to use reasonable best efforts to prepare, mail and file proxy materials for the meetings of the public funds’ shareholders required to approve the new investment advisory contracts and to elect certain existing trustees of Diversified Income Fund.

On June 2, 2016, the boards of directors of each of the public funds met and approved interim and new investment advisory contracts with C-III.

Access to Information

Resource America has agreed that, upon reasonable notice, it will, and will cause its subsidiaries to, afford to C-III, its subsidiaries and its and their respective officers, agents, employees, financing sources, consultants and professional advisers, reasonable access during normal business hours, under the direct supervision of a designated Resource America employee, and upon reasonable notice to Resource America during the period prior to the effective time, to all Resource America’s and its subsidiaries’ properties, books, contracts, commitments, records, officers and employees, and during such period as C-III may reasonably request, furnish promptly to

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C-III all other information concerning it, its subsidiaries and each of their respective businesses, properties and personnel as C-III may reasonably request. Resource America may restrict the foregoing access and disclosure of information to the extent that, in the reasonable good faith judgment of Resource America, (i) any applicable law requires Resource America or its subsidiaries to restrict or prohibit such access, (ii) the information is subject to confidentiality obligations to a third party, (iii) such disclosure would result in disclosure of any trade secrets of third parties, (iv) the disclosure would reasonably be expected to result in the loss of attorney-client privilege, or (v) such access would unreasonably disrupt the operations of Resource America or any of its subsidiaries. In relevant instances, Resource America will use reasonable best efforts to enter into joint defense agreements or other arrangements to allow for disclosure of information in a way that does not violate any laws, obligations to a third party, or result in the loss of attorney-client privilege.

Financing

There is no financing condition to the merger. C-III has represented in the merger agreement that it had on May 22, 2016 and will have, at the effective time, unrestricted funds, including cash and other liquid assets, sufficient to consummate the merger and the other transactions contemplated by the merger agreement and to satisfy C-III’s and Merger Sub’s obligations under the merger agreement.

In the event that C-III and Merger Sub seek to obtain any financing in connection with the transactions contemplated by the merger agreement, Resource America will cooperate and cause its subsidiaries to provide all reasonable cooperation as necessary for the arrangement of such financing and as may be reasonably requested by C-III and Merger Sub, subject to various limitations.

Director and Officer Indemnification and Insurance

C-III has agreed to cause the surviving corporation to indemnify, for six years, each individual who was a director or officer of Resource America or a subsidiary of Resource America at or prior to the effective time with respect to all acts or omissions by such individual in such capacity at any time prior to the effective time to the fullest extent permitted by applicable law or required by the organizational documents of Resource America or its subsidiaries or the indemnification agreements in effect as of the date of the merger agreement.

For six years after the merger, the surviving corporation will obtain and maintain director and officer insurance for the present and former officers and directors of Resource America in respect of the pre-closing acts, subject to an annual premium cap of 300% of the current annual premium. If the aggregate premiums exceed that amount, the surviving corporation will be obligated to obtain a policy with the greatest coverage available for a cost below the cap. Resource America has the option to purchase a prepaid “tail policy” that covers a period of no more than six years after the effective time.

Employee Matters

From and after the effective time, the surviving corporation will honor all Resource America benefit plans in accordance with their terms as they were in effect immediately prior to the effective time. During the one-year period following the effective time, C-III has agreed to cause to be provided to each employee of Resource America and its subsidiaries who continues to be employed by C-III or its subsidiaries (including the surviving corporation and its subsidiaries) immediately following the effective time (who we refer to as “continuing employees”) with (1) a base salary or hourly rate that is at least equal to the base salary or hourly rate provided to such continuing employee immediately prior to the closing date, (2) commission, cash bonus and long-term incentive opportunities that are no less favorable than the commission, cash bonus and long-term incentive opportunities provided to each continuing employee immediately prior to the closing date (except that no equity-based compensation will be taken into account for purposes of determining whether opportunities are no less favorable), and (3) employee benefits, that are in the aggregate no less favorable than provided to such employees as of the closing date. During that period, C-III will also provide (or cause to be provided) to each employee who is terminated without cause with specified severance benefits, provided that the receipt of such severance will be conditioned upon and subject to the employee’s execution and non-revocation of a release of claims in favor of C-III and its affiliates.

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C-III has also agreed under the merger agreement to provide continuing employees who become eligible to participate in an employee benefit plan maintained by C-III or its subsidiaries with credit for the continuing employee’s service with Resource America or any of its subsidiaries under such employee benefit plan for purposes of eligibility to participate, benefit accrual and vesting, subject to certain limitations. Under the merger agreement, C-III will use commercially reasonable efforts to (1) waive, or caused to be waived, all limitations as to preexisting conditions, exclusions and waiting periods with respect to participation and coverage requirements applicable to continuing employees under any welfare benefit plan maintained by C-III or its subsidiaries in which such continuing employees may be eligible to participate after the effective time solely to the extent such conditions and exclusions and waiting periods were satisfied or did not apply to such employees under the corresponding welfare plan maintained by Resource America prior to the effective time, and (2) provide each continuing employee with credit for any copayments and deductibles paid prior to the closing date during the plan year in which the effective time occurs in satisfying any applicable deductible or out-of-pocket requirements under any such welfare benefit plan maintained by C-III or its subsidiaries solely to the extent credited under the corresponding welfare plan maintained by Resource America prior to the effective time.

Resource America will establish a bonus amount pursuant to Resource America’s annual bonus or revenue-sharing plans or arrangements for each participant therein for the portion of the 2016 fiscal year that ends on the earlier of December 31, 2016 and the closing date in an amount no greater than the annual cash bonus received by such participant in respect of the 2015 fiscal year (prorated if the closing date occurs prior to December 31, 2016 for the number of days in the 2016 fiscal year through and including the closing date) (which we refer to as a “2016 bonus amount”). If the effective time occurs prior to the time Resource America would pay annual bonuses in respect of the 2016 fiscal year in the ordinary course of business, then, no later than March 15, 2017, Resource America will pay each participant who continues to be employed through the payment date a bonus for the entire 2016 fiscal year, which bonus amount will not be less than his or her 2016 bonus amount; provided that, if prior to the payment of such bonus amounts, a participant’s employment is terminated without cause or in a manner entitling the participant to severance or termination payments under an employment or other agreement, then the participant will be entitled to receive a prorated bonus for the 2016 fiscal year equal to the annual cash bonus received by such participant in respect of the 2015 fiscal year (prorated for the number of days in the 2016 fiscal year through and including the date on which such participant’s employment terminates). Any such pro-rated bonus will be paid within 60 days of termination conditioned on the participant’s execution and non-revocation of a release of claims in favor of C-III and its affiliates. If the effective time has not occurred by the time Resource America would pay annual bonuses in respect of the 2016 fiscal year in the ordinary course of business, then Resource America will pay each participant an annual bonus equal to the participant’s 2016 bonus amount.

Other Covenants and Agreements

The merger agreement contains additional agreements between Resource America and C-III relating to, among other things, the following:

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Conditions to the Merger

The respective obligations of Resource America, C-III and Merger Sub to effect the merger are subject to the satisfaction or (if permissible under applicable law) waiver on or prior to the closing date of the following conditions:

The obligations of C-III and Merger Sub to effect the merger are further subject to the satisfaction or (if permissible under applicable law) waiver on or prior to the closing date of the following additional conditions:

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The obligation of Resource America to effect the merger is further subject to the satisfaction or (if permissible under applicable law) waiver by Resource America on or prior to the closing date of the following additional conditions:

Termination of the Merger Agreement

The merger agreement may be terminated by mutual written consent of Resource America and C-III, or either Resource America or C-III if any of the following events occur:

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The right to terminate the agreement for the first or second reasons set forth above will not be available to a party if the failure of the merger to be consummated or the order is primarily a result of a failure of such party to perform any of its obligations under the merger agreement.

C-III may also terminate the merger agreement if:

Resource America may also terminate the merger agreement if:

Termination Fee

Resource America will be required to pay to C-III a termination fee equal to $6,725,000 if:

Each party has agreed that if the merger agreement is terminated under circumstances where the Resource America termination fee is payable, then the Resource America termination fee will be the sole and exclusive remedy of C-III against Resource America (other than in respect claims for fraud), and C-III will not to seek to recover any other money damages or seek any other remedy against Resource America in connection with the merger or the merger agreement.

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Closing Payment

Immediately prior to the closing of the merger, C-III will, or cause one of its subsidiaries to, make a payment to Resource America by wire transfer of immediately available funds, which will be used by Resource America to make certain payments required or permitted to be made by Resource America at the closing in connection with the consummation of the merger, including to repay outstanding indebtedness that will become due at the closing of the merger, to satisfy certain severance payments that will become payable to employees of Resource America, including executive officers, in connection with the closing of the merger, as described in the section of this proxy statement entitled “ Interests of Resource America’s Directors and Executive Officers in the Merger ” and to pay certain transaction expenses Resource America incurred in connection with the merger. If this payment is made to Resource America prior to the effective time and the closing does not occur for any reason, then the entire amount of the payment will be promptly returned to C-III.

Remedies; Specific Enforcement

The parties to the merger agreement have agreed that irreparable damage would occur, for which there would be no adequate remedy at law, in the event that any of the provisions of the merger agreement were not performed in accordance with their specific terms or were otherwise breached. Accordingly, the parties have agreed that they will be entitled to an injunction or injunctions to prevent breaches or threatened breaches of the merger agreement and to specifically enforce the terms and provisions of the merger agreement in the Court of Chancery of the State of Delaware, or if applicable, any federal court in the State of Delaware, without proof of actual damages or otherwise. In the event a claim or action is brought in equity to enforce any of the merger agreement’s provisions, no party will allege, and each party waives the defense, that there is an adequate remedy under applicable law or that specific performance is not an appropriate remedy.

Each of the parties has submitted itself to the personal jurisdiction of the Court of Chancery of the State of Delaware and any federal court located in Delaware, or if neither of those courts have subject matter jurisdiction, has agreed not to attempt to deny or defeat personal jurisdiction by motion or other request of leave from another court. Each party has also agreed that it will not bring any action relating to the merger agreement in any court other than the Court of Chancery of the State of Delaware and any federal court located in the State of Delaware, or if neither of those courts has jurisdiction, any state court of the State of Delaware having subject matter jurisdiction.

Amendment of the Merger Agreement

At any time prior to the closing date, the merger agreement may be amended, modified and supplemented in any and all respects by the parties, as long as any amendment or waiver that takes place after Resource America stockholder approval is obtained would not require the further approval of Resource America stockholders.

Governing Law

The merger agreement is governed and construed in accordance with the laws of the State of Delaware without regard to any applicable conflict of laws principles (whether of the State of Delaware or any other jurisdiction).

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MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE MERGER

The following discussion summarizes the material U.S. federal income tax consequences of the merger to holders of Resource America stock. This discussion is based upon the provisions of the Code, the U.S. Treasury Regulations promulgated thereunder and judicial and administrative rulings, all as in effect as of the date of this proxy statement and all of which are subject to change or varying interpretation, possibly with retroactive effect. Any such changes could affect the accuracy of the statements and conclusions set forth herein.

This discussion assumes that holders of Resource America stock hold their shares as capital assets within the meaning of Section 1221 of the Code (generally, property held for investment). This discussion does not address all aspects of U.S. federal income taxation that may be relevant to a holder of Resource America stock in light of such holder’s particular circumstances, nor does it discuss the special considerations applicable to holders of Resource America stock subject to special treatment under the U.S. federal income tax laws, such as, for example, financial institutions or broker-dealers, mutual funds, partnerships or other pass-through entities and their partners or members, tax-exempt organizations, retirement or other tax-deferred accounts, insurance companies, dealers in securities or foreign currencies, traders in securities who elect mark-to-market method of accounting, controlled foreign corporations, passive foreign investment companies, U.S. expatriates, holders who acquired their Resource America stock through the exercise of options or otherwise as compensation, holders who hold their Resource America stock as part of a hedge, straddle, constructive sale or conversion transaction, U.S. holders (as defined below) whose functional currency is not the U.S. dollar, holders who exercise appraisal rights, and holders who own or have owned (directly, indirectly or constructively) five percent or more of Resource America’s stock (by vote or value). This discussion does not address any tax consequences arising under the unearned income Medicare contribution tax pursuant to the Health Care and Education Reconciliation Act of 2010, any consequences or requirements of or relating to the Foreign Account Tax Compliance Act, or any aspect of foreign, state, local, alternative minimum, estate, gift or other tax law that may be applicable to a holder.

We intend this discussion to provide only a general summary of the material U.S. federal income tax consequences of the merger to holders of Resource America stock. We do not intend it to be a complete analysis or description of all potential U.S. federal income tax consequences of the merger. The U.S. federal income tax laws are complex and subject to varying interpretation. Accordingly, the Internal Revenue Service, which we refer to as the “IRS”, may not agree with the tax consequences described in this proxy statement.

If an entity or arrangement treated as a partnership for U.S. federal income tax purposes holds Resource America stock, the tax treatment of a partner in such partnership generally will depend on the status of the partner and activities of the partnership. If you are a partner of a partnership holding Resource America stock, you should consult your own tax advisor.

All holders should consult their own tax advisor to determine the particular tax consequences to them (including the application and effect of any state, local or foreign income and other tax laws and the application of any U.S. federal tax rules not addressed in this discussion) of the receipt of cash in exchange for shares of Resource America stock pursuant to the merger.

For purposes of this discussion, the term “U.S. holder” means a beneficial owner of Resource America stock that is, for U.S. federal income tax purposes:

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A “non-U.S. holder” is a beneficial owner (other than a partnership) of Resource America stock that is not a U.S. holder.

U.S. Holders

The conversion of shares of Resource America stock into cash pursuant to the merger will be a taxable transaction for U.S. federal income tax purposes. A U.S. holder generally will recognize gain or loss for U.S. federal income tax purposes equal to the difference, if any, between the amount of cash received pursuant to the merger (including any cash required to be withheld for tax purposes) and such U.S. holder’s adjusted tax basis in the shares converted into cash pursuant to the merger. Such gain or loss generally will be capital gain or loss, and will be long-term capital gain or loss if the holder’s holding period for such shares exceeds one year as of the date of the merger. Long-term capital gains for certain non-corporate U.S. holders, including individuals, are generally eligible for a reduced rate of U.S. federal income taxation. The deductibility of capital losses (including for individual U.S. holders) is subject to limitations. If a U.S. holder acquired different blocks of Resource America stock at different times or at different prices, such U.S. holder must determine its adjusted tax basis, holding period, and gain or loss separately with respect to each block of Resource America stock.

A U.S. holder may, under certain circumstances, be subject to information reporting and backup withholding (currently at a rate of 28%) with respect to the cash received pursuant to the merger, unless such holder properly establishes an exemption or provides its correct tax identification number and otherwise complies with the applicable requirements of the backup withholding rules. Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules can be refunded or credited against a payee’s U.S. federal income tax liability, if any, provided that such U.S. holder furnishes the required information to the IRS in a timely manner.

Non-U.S. Holders

Any gain recognized on the receipt of cash pursuant to the merger by a non-U.S. holder generally will not be subject to U.S. federal income tax unless:

A non-U.S. holder will be subject to information reporting and, in certain circumstances, backup withholding will apply with respect to the cash received by such holder pursuant to the merger, unless such non-U.S. holder certifies under penalties of perjury that it is a non-U.S. holder (and the payor does not have actual knowledge or reason to know that the holder is a United States person as defined under the Code) or such holder otherwise establishes an exemption from backup withholding. Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules can be refunded or credited against a non-U.S. holder’s U.S. federal income tax liability, if any.

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