RAIT FINANCIAL TRUST Common Shares of Beneficial Interest ($0.03 Par Value) UNDERWRITING AGREEMENTUnderwriting Agreement • March 12th, 2012 • RAIT Financial Trust • Real estate investment trusts • New York
RAIT Financial Trust, a Maryland real estate investment trust (the “Company”), confirms its agreement with Deutsche Bank Securities Inc. (the “Underwriter”), with respect to (i) the sale by the Company and the purchase by the Underwriter of an aggregate of 6,950,000 shares (the “Initial Securities”) of the Company’s common shares of beneficial interest, $0.03 par value per share (the “Common Stock”), and (ii) the grant by the Company to the Underwriter of the option described in Section 2(b) hereof to purchase an aggregate of up to 1,042,500 additional shares of the Company’s Common Stock (the “Option Securities” and, together with the Initial Securities, the “Securities”).
RAIT Financial Trust Cira Centre, 2929 Arch Street, 17th Floor Philadelphia, PA 19104Underwriting Agreement • March 12th, 2012 • RAIT Financial Trust • Real estate investment trusts
We have acted as your special Maryland counsel for the limited purpose of rendering certain opinions in connection with the transactions contemplated by the Underwriting Agreement, dated March 6, 2011, between RAIT Financial Trust (the “Company,” “you,” or “your”) and Deutsche Bank Securities Inc. (the “Underwriting Agreement”). Capitalized terms defined in the Underwriting Agreement and used (but not otherwise defined) herein, are used herein as so defined. This opinion is being rendered to you for submission to the Commission (as herein defined) as an exhibit to the Registration Statement (as herein defined). In regard to rendering the opinions herein, you should note that we did not participate in any aspect of the drafting or negotiation of the Underwriting Agreement or the Indenture.
