Dear Resource Capital Corp. Stockholder:

Transcription

1 Dear Resource Capital Corp. Stockholder: In accordance with the warrants to purchase shares of common stock of Resource Capital Corp. ( RCC ) issued to all holders of RCC common stock as of January 4, 2006, and pursuant to the Warrant Agreement dated January 13, 2006, RCC filed a registration statement on Form S-3 (the "Shelf Registration Statement") with the Securities and Exchange Commission to register the shares of RCC common stock underlying the warrants. Once declared effective by the Securities and Exchange Commission, the Shelf Registration Statement will enable you to sell the shares of common stock underlying the warrants at your convenience. In order for us to complete the Shelf Registration Statement, we ask that you fill out and sign the Registration tice and Questionnaire enclosed with this letter and return it to us as soon as possible, to the following address: Resource Capital Corp. c/o Ledgewood Attn: Mark E. Rosenstein, Esq Market Street Suite 750 Philadelphia, PA Sincerely, RESOURCE CAPITAL CORP.

2 REGISTRATION NOTICE AND QUESTIONNAIRE The undersigned beneficial owner of warrants to purchase shares of common stock, par value $0.001 per share (the "Warrants"), of Resource Capital Corp. (the "Company"), understands that the Company has filed with the Securities and Exchange Commission a registration statement on Form S-3, which will provide for the registration under the Securities Act of 1933, as amended (the "Securities Act"), of the shares of common stock underlying the undersigned s warrants (the Common Stock ) for resale (the "Shelf Registration Statement"). Beneficial owners are asked to complete and deliver this Registration tice and Questionnaire (this "tice") and return it to the Company as soon as possible in order to comply with informational requirements established by the Securities and Exchange Commission regarding being listed as selling stockholders. Beneficial owners who do not complete this tice and deliver it to the Company as provided herein will not be able to be included as selling stockholders in the prospectus and therefore will not be permitted to sell any Common Stock pursuant to the Shelf Registration Statement. Certain legal consequences may arise from being named as selling stockholders in the Shelf Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Common Stock may want to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Shelf Registration Statement and the related prospectus. The undersigned hereby provides the following information to the Company and represents and warrants that such information is accurate and complete: References below to "you" are to you as the undersigned holder or to the organization that is the holder and which you represent, as applicable. 1. (a) Please print or type your name or your organization's name exactly as it should appear in the Shelf Registration Statement. (b) Full legal name of registered holder (if not the same as (a) above) through which the Warrants listed in Item (3) below are held: 2. Address for notices to holder: Telephone: Fax: address: Contact person: 1

3 3. Beneficial Ownership of Warrants: Please indicate the number of Warrants beneficially owned by you. Please indicate whether you wish to include the shares of Common Stock underlying the Warrants in the Shelf Registration If yes, provide the number of shares requested by you to be registered under the shelf. Number of shares to be registered: 4. Beneficial ownership of Common Stock: Please indicate the amount of shares of Common Stock beneficially owned by you. Please do not include shares of Common Stock underlying Warrants: 5. Have you or your organization, if applicable, had any position, office or other material relationship with the Company or any of its subsidiaries or other affiliates (including directors and executive officers of the Company) during the past three years? If yes, please indicate the nature of any such relationship below: 6. Broker-Dealer Status: Are you a registered broker-dealer? te: In general we will be required to identify any registered broker-dealer as an underwriter in the prospectus. 7. Affiliation with Broker-Dealers: Are you an affiliate of a registered broker-dealer? An "affiliate" of a specified person or entity means a person or entity that directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with, the person or entity specified. 2

4 If so, please answer the remaining questions in this Item. (a) Please describe your affiliation with any registered broker-dealers: (b) If you purchased the shares of Common Stock other than in the ordinary course of business, please describe the circumstances: (c) If you, at the time of your purchase of the shares of Common Stock, had any agreements or understandings, directly or indirectly, with any person to distribute the shares of Common Stock, please describe such agreements or understandings: te: If you are an affiliate of a broker-dealer and did not purchase shares of Common Stock in the ordinary course of business or at the time of the purchase had any agreements or understandings, directly or indirectly, to distribute the shares of Common Stock, we must identify you as an underwriter in the prospectus. 8. Beneficial Ownership by Natural Persons: Please state the name of the person who has voting or investment power over the Warrants held by you. Please describe who has or shares: (a) voting power, which includes the power to vote, or to direct the voting of, such security and/or (b) investment power, which includes the power to dispose, or to direct the disposition of, the Warrants held by the undersigned directly or indirectly, through any contract, arrangement, understanding or relationship. 9. Arrangements: (a) Have you entered into any agreement, understanding or arrangement with any underwriter or broker-dealer regarding the sale of the Warrants or shares of Common Stock underlying the Warrants? If yes, please provide the details of any such agreement below: 3

5 (b) Confirm that there is no underwriter or coordinating broker acting in connection with a proposed sale of Common Stock underlying the Warrants. True False If false, please provide the details of any such underwriter or coordinating broker below: 4

6 The undersigned acknowledges that it understands its obligation to comply with the provisions of the Securities Exchange Act of 1934, as amended, and the rules thereunder relating to stock manipulation, particularly Regulation M (or any successor rules or regulations), in connection with any offering of shares of Common Stock pursuant to the Shelf Registration Statement. The undersigned agrees that neither it nor any person acting on its behalf will engage in any transaction in violation of such provisions. The undersigned hereby acknowledges its obligations under the Warrant Agreement, dated January 13, 2006 (the Warrant Agreement ), to indemnify and hold harmless the Company as and to the extent provided in the Warrant Agreement. The undersigned hereby further acknowledges that, pursuant to the Warrant Agreement, the Company agreed under certain circumstances to indemnify the undersigned. The undersigned agrees to promptly notify the Company of any inaccuracies or changes in the information provided herein that may occur subsequent to the date hereof at any time prior to or during the period that the Shelf Registration Statement is effective. By signing this tice, the undersigned consents to the disclosure of the information contained herein in its answers to Items (1) through (9) above and the inclusion of such information in the Shelf Registration Statement and the related prospectus. The undersigned understands that such information will be relied upon by the Company without independent investigation or inquiry in connection with the preparation or amendment of the Shelf Registration Statement and the related prospectus. Please sign and date this tice and provide the information requested below. Please return your completed tice as soon as possible to Resource Capital Corp., c/o Ledgewood, 1900 Market Street, Suite 750, Philadelphia, PA 19103, Attention: Mark E. Rosenstein, Esq. Name of holder: (Type or print) Signature of holder or person signing on behalf of holder if holder is an entity Title: Date:, 2007 Telephone Number: Facsimile Number: Address: Address: 5