EX-10.2



 Exhibit 10.2 

LIBBY FRISCHER FAMILY PARTNERSHIP 

April 6, 2018 
 RAIT Financial Trust 

Two Logan Square 
 100 N. 18th Street, 23rd Floor 

Philadelphia, PA 19103 
 Ledgewood, P.C. 

Two Commerce Square 
 2001 Market Street, Suite 3400 

Philadelphia, PA 19103 
 Dear Sirs: 

The Libby Frischer Family Partnership (the “Investor”) is a party to that certain letter agreement dated as of March 30,
2018, which permitted Investor to hold up to an aggregate of 12.5% of the outstanding common shares of beneficial interest, par value $0.03 per share (the “Common Shares”), of RAIT Financial Trust (the “Company”),
including Common Shares held individually by Charles Frischer, the General Partner of Investor, or by any other entity in which Mr. Frischer has an ownership interest (other than a public entity in which his beneficial ownership is less than
1%), subject to and in accordance with the terms of said letter agreement. Investor has expressed an interest in purchasing additional Common Shares as well as shares of the Company’s 7.75% Series A Cumulative Redeemable Preferred Stock
(“Series A Preferred”), shares of the Company’s 8.375% Series B Cumulative Redeemable Preferred Stock (“Series B Preferred”) and shares of the Company’s 8.875% Series C Cumulative Redeemable Preferred
Stock (the “Series C Preferred” and together with the Series A Preferred and the Series B Preferred, the “Preferred Shares”). 

The number of Common Shares and Preferred Shares that Investor intends to purchase on or after the date hereof (collectively the “To
Be Acquired Shares”), together with Common Shares and Preferred Shares owned by Investor or Charles Frischer prior to the acquisition of the To Be Acquired Shares, and Common Shares and Preferred Shares held at the time of any such
acquisition individually by Charles Frischer or by any other entity in which he has an ownership interest (other than a public entity in which his beneficial ownership is less than 1%) (collectively the “Previously Owned Shares” and
together with the To Be Acquired Shares, the “Investor Shares”), is an amount equal to up to 15.0% of the outstanding number of Common Shares (with respect to To Be Acquired Shares in the form of Common Shares) and an amount equal
to up to 15.0% of the outstanding number of each series of Preferred Shares (with respect to each series of To Be Acquired Shares in the form of Preferred Shares), respectively, which would exceed the Ownership Limit (as defined in the Amended and
Restated Declaration of Trust of the Company, as the same has been amended and supplemented from time to time (the “Declaration of Trust”)) currently applicable to the Common Shares and each series of Preferred Shares. 







 The Company and Ledgewood, P.C., tax counsel to the Company, have asked Investor to make certain
representations, covenants and undertakings so that (A) Ledgewood may deliver its opinion to the Company to the effect that the restrictions contained in the Declaration of Trust will not be violated and that the Company’s status as a real
estate investment trust will not be lost if the Company grants to Investor an exemption from the Ownership Limit for the holding of the To Be Acquired Shares in an amount which, when added to the Previously Owned Shares, does not exceed an amount
equal to 15.0% of the outstanding number of Common Shares (with respect to To Be Acquired Shares in the form of Common Shares) and an amount equal to up to 15.0% of the outstanding number of each series of Preferred Shares (with respect to each
series of To Be Acquired Shares in the form of Preferred Shares), respectively, and (B) the Special Committee (the “Special Committee”) of the Board of Trustees of the Company (the “Board”), pursuant to
authority delegated to it by the Board, may consider exempting Investor from the Ownership Limit in such amount with respect to the applicable Investor Shares. 

Investor hereby represents, covenants and undertakes as to the following: 

(a)    Investor is a limited partnership that was not formed for the purposes of this transaction. 

(b)    Investor acknowledges that, notwithstanding the exemption of the Ownership Limit that may be granted to Investor by
the Special Committee in accordance herewith, the Special Committee is not granting Investor an exemption from any other ownership restrictions set forth in Article VII of the Declaration of Trust or with respect to any securities other than the
Common Shares and Preferred Shares. 
 (c)    Investor agrees to take such further reasonable steps to cooperate with the
Company by way of providing additional factual information relevant to Investor’s investment in the Company, as may be reasonably requested by the Company, such that the Company satisfies the requirements for qualification as a real estate
investment trust under the Internal Revenue Code of 1986, as amended. 
 In consideration of the foregoing, Investor requests that the
Special Committee exempt Investor from the Ownership Limit for the holding of the To Be Acquired Shares in amounts which, when added to the Previously Owned Shares, does not exceed an amount (with respect to each class of To Be Acquired Shares)
equal to 15.0% of the outstanding number of Common Shares (with respect to To Be Acquired Shares in the form of Common Shares) and an amount equal to up to 15.0% of the outstanding number of each series of Preferred Shares (with respect to each
series of To Be Acquired Shares in the form of Preferred Shares), respectively, at any time and from time to time. If the Company agrees to the foregoing, please evidence such agreement by signing and returning a copy of this letter to Investor.

 {signatures appear on following page} 








			
	LIBBY FRISCHER FAMILY PARTNERSHIP
		
	By:	 	/s/ Charles Frischer
	Name:	 	Charles Frischer
	Title:	 	General Partner


	
	
	/s/ Charles Frischer
	Charles Frischer

 Agreed and Accepted as of the date set forth above: 

			
	
	RAIT FINANCIAL TRUST
		
	By:	 	/s/ John J. Reyle
	Name:	 	John J. Reyle
	Title:	 	Interim Chief Executive Officer, Interim President and General Counsel