EX-10.1






RAIT FINANCIAL TRUST

10,000,000

Common Shares of Beneficial Interest

(par value $0.03 per share)




Amendment No. 1 to Capital on DemandTM Sales Agreement




November 26, 2014




Ladies and Gentlemen:



RAIT Financial Trust, a Maryland real estate investment trust (the “Company”), RAIT
Partnership, L.P., a Delaware limited partnership (the “Partnership”), and JonesTrading
Institutional Services LLC (the “Agent”), are parties to that certain Capital on DemandTM
Sales Agreement dated November 21, 2012 (the “Original Agreement”). All capitalized terms
not defined herein shall have the meanings ascribed to them in the Original Agreement. The
parties, intending to be legally bound, hereby amend the Original Agreement as follows:



1. Section 1 of the Original Agreement is hereby deleted and replaced with the following:



“1. Issuance and Sale of Shares. The Company agrees that, from time to time after the
filing of the Prospectus Supplement (defined below) with the Securities and Exchange Commission
(the “Commission”) during the term of this Agreement, on the terms and subject to the
conditions set forth herein, it may issue and sell through the Agent, up to 7,918,919 (the
“Maximum Amount”) common shares of beneficial interest (the “Placement Shares”) of
the Company, par value $0.03 per share (the “Common Shares”). Notwithstanding anything to
the contrary contained herein, the parties hereto agree that compliance with the limitations set
forth in this Section 1 on the amount of Placement Shares issued and sold under this Agreement
shall be the sole responsibility of the Company and that Agent shall have no obligation in
connection with such compliance. The issuance and sale of Placement Shares through Agent will be
effected pursuant to the Registration Statement (as defined below) filed by the Company and
declared effective by the Commission, although nothing in this Agreement shall be construed as
requiring the Company to use the Registration Statement to issue Common Shares.



The Company has filed, in accordance with the provisions of the Securities Act of 1933, as
amended (the “Securities Act”) and the rules and regulations thereunder (the
“Securities Act Regulations”), with the Commission a registration statement on Form S-3
(File No. 333-195547), including a base prospectus, relating to certain securities, including the
Placement Shares to be issued from time to time by the Company, and which incorporates by reference
documents that the Company has filed or will file in accordance with the provisions of the
Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and
regulations thereunder (the “Exchange Act Regulations”). The Company has prepared a
prospectus supplement specifically relating to the Placement Shares (the “Prospectus
Supplement”) to the base prospectus included as part of such registration statement. The
Company will furnish to the Agent, for use by the Agent, copies of the prospectus included as part
of such registration statement, as supplemented by the Prospectus Supplement, relating to the
Placement Shares. Except where the context otherwise requires, such registration statement, any
successor registration statement, including all documents filed as part thereof or incorporated by
reference therein, and including any information contained in a Prospectus (as defined below)
subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act Regulations
or deemed to be a part of such registration statement pursuant to Rule 430B of the Securities Act
Regulations, is herein called the “Registration Statement.” The base prospectus, including
all documents incorporated therein by reference, included in the Registration Statement, as it may
be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or
Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to
Rule 424(b) under the Securities Act Regulations, together with the then issued Issuer Free Writing
Prospectus(es) (as defined below), is herein called the “Prospectus.”



Any reference herein to the Registration Statement, any Prospectus Supplement, Prospectus or
any Issuer Free Writing Prospectus shall be deemed to refer to and include the documents, if any,
incorporated by reference therein (the “Incorporated Documents”), including, unless the
context otherwise requires, the documents, if any, filed as exhibits to such Incorporated
Documents. Any reference herein to the terms “amend,” “amendment” or “supplement” with respect to
the Registration Statement, any Prospectus Supplement, the Prospectus or any Issuer Free Writing
Prospectus shall be deemed to refer to and include the filing of any document under the Exchange
Act on or after the most recent effective date of the Registration Statement, or the date of
Prospectus Supplement, Prospectus or such Issuer Free Writing Prospectus, as the case may be, and
incorporated therein by reference. For purposes of this Agreement, all references to the
Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to
include any copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and
Retrieval System, or if applicable, the Interactive Data Electronic Application system when used by
the Commission (collectively, “EDGAR”).



2. Except as specifically set forth herein, all other provisions of the Original Agreement
shall remain in full force and effect.



3. Entire Agreement; Amendment; Severability. This Amendment No. 1 together with the
Original Agreement (including all schedules and exhibits attached hereto and thereto and Placement
Notices issued pursuant hereto and thereto) constitutes the entire agreement and supersedes all
other prior and contemporaneous agreements and undertakings, both written and oral, among the
parties hereto with regard to the subject matter hereof. All references in the Original Agreement
to the “Agreement” shall mean the Original Agreement as amended by this Amendment No. 1; provided,
however, that all references to “date of this Agreement” in the Original Agreement shall continue
to refer to the date of the Original Agreement, and the reference to “time of execution of this
Agreement” set forth in Section 13(a) shall continue to refer to the time of execution of the
Original Agreement.



4. Applicable Law; Consent to Jurisdiction. This amendment shall be governed by, and
construed in accordance with, the internal laws of the State of New York without regard to the
principles of conflicts of laws. Each party hereby irrevocably submits to the non-exclusive
jurisdiction of the state and federal courts sitting in the City of New York, borough of Manhattan,
for the adjudication of any dispute hereunder or in connection with any transaction contemplated
hereby, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding,
any claim that it is not personally subject to the jurisdiction of any such court, that such suit,
action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or
proceeding is improper. Each party hereby irrevocably waives personal service of process and
consents to process being served in any such suit, action or proceeding by mailing a copy thereof
(certified or registered mail, return receipt requested) to such party at the address in effect for
notices to it under this amendment and agrees that such service shall constitute good and
sufficient service of process and notice thereof. Nothing contained herein shall be deemed to
limit in any way any right to serve process in any manner permitted by law.



5. Waiver of Jury Trial. The Company and the Agent each hereby irrevocably waives any
right it may have to a trial by jury in respect of any claim based upon or arising out of this
amendment or any transaction contemplated hereby.



6. Counterparts. This amendment may be executed in two or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute one and the same
instrument. Delivery of an executed amendment by one party to the other may be made by facsimile
transmission.



[Remainder of Page Intentionally Blank]




If the foregoing correctly sets forth the understanding among the Company and the
Agent, please so indicate in the space provided below for that purpose, whereupon this letter shall
constitute a binding amendment to the Agreement between the Company and the Agent.




Very truly yours,



	 	 	 
	RAIT FINANCIAL TRUST
	 
	By:
	 	/s/ James J. Sebra

	 	 	 

	 	 	Name: James J. Sebra

	 	 	Title: Chief Financial Officer and

Treasurer







	 	 	 
	RAIT PARTNERSHIP, L.P.
	By: RAIT General, Inc., its sole general partner
	By: /s/ James J. Sebra
	Name: James J. Sebra
	Title: Chief Financial Officer and
	Treasurer
	 	 	ACCEPTED as of the date first-above written:





	 	 	 
	JONESTRADING INSTITUTIONAL

SERVICES LLC
	 
	By:
	 	/s/ Alan Hill

	 	 	 

	 	 	Name: Alan Hill

	 	 	Title: Chief Financial

Officer