0001299933-10-001217 Sample Contracts

Contract
Senior Secured Note • March 25th, 2010 • RAIT Financial Trust • Real estate investment trusts

THIS SECURITY HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR AFTER RECEIPT BY THE COMPANY OF AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT.

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EXCHANGE AGREEMENT
Exchange Agreement • March 25th, 2010 • RAIT Financial Trust • Real estate investment trusts • New York

EXCHANGE AGREEMENT (“Agreement”) dated as of March 25, 2010, between RAIT FINANCIAL TRUST, a Maryland real estate investment trust, (the “Company”), and UNITED EQUITIES COMMODITIES COMPANY, a New York general partnership (“United”).

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