0001299933-12-002842 Sample Contracts

RAIT FINANCIAL TRUST Common Shares of Beneficial Interest ($0.03 Par Value) UNDERWRITING AGREEMENT
Underwriting Agreement • December 21st, 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 each of the underwriters listed on Schedule A hereto (collectively, the “Underwriters”), for whom Deutsche Bank Securities Inc. and Barclays Capital Inc. are acting as representatives (in such capacity, the “Representatives”) on the terms set forth herein, with respect to (i) the sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of the respective number of shares (the “Initial Securities”) of the Company’s common shares of beneficial interest, $0.03 par value per share (the “Common Stock”) set forth opposite their names in Schedule A hereto, and (ii) the grant by the Company to the Underwriters, acting severally and not jointly, of the option described in Section 2(b) hereof to purchase all or any part of 1,350,000 additional shares of Common Stock (the “Option Securities”). The Initial Securities and all or any part of the Option Securiti

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December 21, 2012
RAIT Financial Trust • December 21st, 2012 • Real estate investment trusts

Re: Underwriting Agreement, dated December 18, 2012 between RAIT Financial Trust and Deutsche Bank Securities Inc. and Barclays Capital Inc., as Representatives of the several Underwriters

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