Exhibit 10.1

Execution version

SECOND OMNIBUS AMENDMENT TO

MASTER REPURCHASE AGREEMENT

AND OTHER TRANSACTION DOCUMENTS

THIS SECOND OMNIBUS AMENDMENT TO MASTER REPURCHASE AGREEMENT AND OTHER TRANSACTION DOCUMENTS , dated December 28, 2016 but effective as of November 16, 2016 (the “ Effective Date ”) (this “ Omnibus Amendment No. 2 ”), is entered into by and among RAIT CMBS CONDUIT II, LLC , a Delaware limited liability company, as seller (together with its permitted successors and assigns in such capacity, “ Seller ”), BARCLAYS BANK PLC , a public limited company organized under the laws of England and Wales, as purchaser (together with its successors and assigns in such capacity, “ Purchaser ”), and RAIT FINANANCIAL TRUST , a Maryland real estate investment trust, as guarantor (together with its successors and permitted assigns, in such capacity, “ Guarantor ”).  Capitalized terms used and not otherwise defined herein shall have the meanings given to such terms in the Repurchase Agreement (as defined below).

R E C I T A L S

WHEREAS, Seller and Purchaser are parties to that certain Master Repurchase Agreement, dated as of November 23, 2011, as amended by (i) that certain First Amendment to the Master Repurchase Agreement, dated as of December 27, 2011, by and between Seller and Purchaser, (ii) that certain Second Amendment to the Master Repurchase Agreement, dated as of February 16, 2012, by and between Seller and Purchaser, (iii) that certain First Omnibus Amendment to Master Repurchase Agreement and Other Transaction Documents, dated as of June 30, 2013, by and among Seller, Purchaser and Guarantor (the “ Omnibus Amendment 1 ”), and (iv) that certain Third Amendment to Master Repurchase Agreement, dated as of December 12, 2014, by and between Seller and Purchaser (collectively, the “ Existing Repurchase Agreement ” and, as amended by this Omnibus Amendment No. 2, and as hereafter further amended, modified, restated, replaced, waived, substituted, supplemented or extended from time to time, the “ Repurchase Agreement ”);

WHEREAS, in connection with the Repurchase Agreement, Seller, Guarantor and Purchaser are parties to that certain Fee Letter, dated as of November 23, 2011, as amended by (i) that certain First Amendment to Fee Letter, dated as of November 21, 2013, by and between Seller and Purchaser, and (ii) that certain Second Amendment to Fee Letter, dated as of December 12, 2014, by and between Seller, Guarantor and Purchaser (collectively, the “ Existing Fee Letter ” and, as amended by this Omnibus Amendment No. 2, and as hereafter further amended, modified, restated, replaced, waived, substituted, supplemented or extended from time to time, the “ Fee Letter ”);

WHEREAS, in connection with the Repurchase Agreement, Guarantor executed and delivered that certain Guaranty, dated as of November 23, 2011, by Guarantor for the benefit of Purchaser, as amended by (i) the Omnibus Amendment 1, and (ii) that certain Second Amendment to Guaranty, dated as of December 12, 2014, by Guarantor for the benefit of Purchaser (collectively, the “ Existing Guaranty ” and, as amended by this Omnibus Amendment No. 2, and as hereafter further amended, modified, restated, replaced, waived, substituted, supplemented or extended from time to time, the “ Guaranty ”); and

WHEREAS, the parties hereto desire to make certain amendments and modifications to the Existing Repurchase Agreement, the Existing Fee Letter and the Existing Guaranty.

NOW THEREFORE , in consideration of the foregoing recitals, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, agree as follows:

Section 1. Amendments to Existing Repurchase Agreement .

(a) Effective as of the Effective Date, the following definitions in Article 2 of the Existing Repurchase Agreement are each added or, if already present in the Existing Repurchase Agreement, amended and restated in its entirety, as follows:  

“ Exit Fee ” shall have the meaning specified in the Fee Letter.

“ Repurchase Price ” shall mean, with respect to any Purchased Asset as of any Repurchase Date or any date on which the Repurchase Price is required to be determined hereunder, the price at which such Purchased Asset is to be transferred from Purchaser to Seller; such price will be determined in each case as the sum of (i) the Purchase Price of such Purchased Asset; (ii) the accreted and unpaid Purchase Price Differential with respect to such Purchased Asset as of the date of such determination (other than, with respect to calculations in connection with the determination of a Margin Deficit, accreted and unpaid Purchase Price Differential for the current Pricing Rate Period); (iii) all accrued and unpaid costs and expenses relating to such Purchased Assets; and (iv) any other amounts due and owing by Seller to Purchaser and its Affiliates pursuant to the terms of this Agreement (including, without limitation, pursuant to Article 3(l) of this Agreement and any Exit Fees) as of such date.  In addition to the forgoing, the Repurchase Price shall be (i) decreased by (A) the portion of any Principal Payments on such Purchased Asset that is applied pursuant to Article 5 to reduce such Repurchase Price and (B) any other amounts specifically paid to Purchaser by Seller to reduce such Repurchase Price and (ii) increased by any Margin Return Amounts with respect to such Purchased Asset.

“ Termination Date ” shall mean the day that is the earlier of (i) November 16, 2017 or such later date as may be in effect pursuant to Article 3(m) hereof, or (ii) the day on which an Event of Default occurs (after all applicable grace, notice and/or cure periods).

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(a) Effective as of the Effective Date, Section 1 of the Existing Fee Letter is amended by adding the following definition of “Exit Fee”:

“ Exit Fee ” shall mean, with respect to each Purchased Asset, a non-refundable fee that shall be deemed due, earned and payable when the outstanding Repurchase Price for any Purchased Asset is repaid equal to the product of (a) 0.25% and (b) the amount of the Purchase Price repaid; provided that, no Exit Fee shall be due and payable in connection with any amount of Purchase Price repaid for which the source of funds is a prepayment or repayment of the Purchased Asset by the underlying obligor.

(b) Effective as of the Effective Date, the following definitions in Section 1 of the Existing Fee Letter are deleted in their entirety: “Gross Proceeds,” “Hedge Effect,” “Net Carry,” “Net Mortgagor Deposits,” “Net Profits,” “Purchased Asset Basis,” “Purchased Asset Origination Cost,” “Purchaser Net Profit Amount,” “Seller Expenses” and “Seller Net Profit Amount”.

(c) Effective as of the Effective Date, Section 1 of the Existing Fee Letter is amended by deleting the definition of “Maximum Facility Purchase Price” in its entirety and replacing it with the following:

“ Maximum Facility Purchase Price ” shall mean $100,000,000.

(d) Effective as of the Effective Date, Section 2 of the Existing Fee Letter is amended by deleting it in its entirety and replacing it with the following:

Section 2. [Reserved]

(a) Effective as of the Effective Date, Article V(g) of the Existing Guaranty is hereby amended by deleting it in its entirety and replacing it with the following:

(g) Financial Covenants .  Guarantor shall at all times satisfy the following financial covenants:

(i) Minimum Adjusted Book Value .  Guarantor shall at all times maintain an Adjusted Book Value of not less than the sum of (x) $575 million plus (y) 75% of the net proceeds received by Guarantor in connection with any issuance of Equity Interests in Guarantor, minus (z) 100% of the amount paid by Guarantor for the repurchase of any

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Equity Interests in Guarantor, in each case subsequent to November 16, 2016.

(ii) Minimum Fixed Charge Coverage Ratio .   Guarantor shall at all times maintain a Fixed Charge Coverage Ratio of no less than 1.20 : 1.00.

(iii) Maximum Leverage .  Guarantor shall at all times maintain a ratio of (x) Total Liabilities to (y) Adjusted Total Assets of no greater than 80%.

(iv) Minimum Cash Liquidity .  Guarantor shall at all times maintain Cash Liquidity of no less than $10,000,000.

(v) Minimum Total Liquidity .  Guarantor shall at all times maintain Total Liquidity of no less than $20,000,000.

Except as specifically modified hereby, the Transaction Documents shall remain in full force and effect in accordance with their terms and are hereby ratified and confirmed.  All references to the Transaction Documents shall be deemed to mean the Transaction Documents as modified by this Omnibus Amendment No.2.  This Omnibus Amendment No. 2 shall not constitute a novation of the Transaction Documents, but shall constitute modifications thereof.  The parties hereto agree to be bound by the terms and conditions of the Transaction Documents, as modified by this Omnibus Amendment No. 2, as though such terms and conditions were set forth herein.

Section 5. Representations .

Seller and Guarantor each represents and warrants, as of the Effective Date, as follows:

(a) it is duly incorporated or organized, validly existing and in good standing under the laws of its jurisdiction of organization and is duly qualified in each jurisdiction necessary to conduct business as presently conducted;

(b) the execution, delivery and performance by it of this Omnibus Amendment No. 2 are within its corporate, company or partnership powers, has been duly authorized and does not contravene (i) its organizational documents or its applicable resolutions, (ii) any Requirements of Law or (iii) any contractual obligation to which it is a party;

(c) other than applicable resolutions, no consent, license, permit, approval or authorization of, or registration, filing or declaration with, any Governmental Authority or other Person is required in connection with the execution, delivery, performance, validity or enforceability by or against it of this Omnibus Amendment No. 2 or the Transaction Documents;

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( d ) this Omnibus Amendment No. 2 has been duly executed and delivered by it;

(e) each of this Omnibus Amendment No. 2 and the Transaction Documents constitutes its legal, valid and binding obligation, enforceable against it in accordance wi th its terms, except as enforceability may be limited by bankruptcy, insolvency, other limitations on creditors’ rights generally and general principles of equity; and

(f) after giving effect to this Omnibus Amend ment No. 2, it is in compliance with its covenants set forth in the Transaction Documents and no Default or Event of Default exists.

Section 6. Fees and Expenses .

(a) Extension Fee .  On the date hereof and as a condition precedent to the effectiveness of this Omnibus Amendment No. 2, Seller shall pay to Purchaser an Extension Fee, such amount to be paid to Purchaser in Dollars, in immediately available funds, without deduction, set-off or counterclaim.

(b) Expenses . Seller and Guarantor shall pay on demand all of Purchaser’s out-of-pocket costs and expenses, including reasonable fees and expenses of accountants, attorneys and advisors, incurred in connection with the preparation, negotiation, execution and consummation of this Omnibus Amendment No. 2.

Section 7. Miscellaneous .

(a) This Omnibus Amendment No. 2 may be executed in any number of counterparts (including by facsimile), and by the different parties hereto on the same or separate counterparts, each of which shall be deemed to be an original instrument but all of which together shall constitute one and the same agreement.  The parties intend that faxed signatures and electronically imaged signatures such as PDF files shall constitute original signatures and are binding on all parties.

(b) The descriptive headings of the various sections of this Omnibus Amendment No. 2 are inserted for convenience of reference only and shall not be deemed to affect the meaning or constru ction of any of the provisions hereof.

(c) This Omnibus Amendment No. 2 (together with the other Transaction Documents, as amended hereby) represents the final agreement among the parties and may not be contradicte d by evidence of prior, contemporaneous or subsequent oral agreements between the parties.  There are no unwritten oral agreements between the parties.

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IN WITNESS WHEREOF, the parties have caused this Omnibus Amendment No. 2 to be executed by their respective officers t hereunto duly authorized, as of the date first above written.

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Barclays-RAIT - Second Omnibus Amendment

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Barclays-RAIT - Second Omnibus Amendment

Barclays-RAIT - Second Omnibus Amendment

Exhibit 10.2

EXECUTION VERSION

OMNIBUS AMENDMENT TO

MASTER REPURCHASE AGREEMENT

AND OTHER TRANSACTION DOCUMENTS

THIS OMNIBUS AMENDMENT TO MASTER REPURCHASE AGREEMENT AND OTHER TRANSACTION DOCUMENTS , dated December 28, 2016 but effective as of December 20, 2016 (the “ Effective Date ”) (this “ Omnibus Amendment ”), is entered into by and among RAIT CRE CONDUIT IV, LLC , a Delaware limited liability company, as seller (together with its permitted successors and assigns in such capacity, “ Seller ”), BARCLAYS BANK PLC , a public limited company organized under the laws of England and Wales, as purchaser (together with its successors and assigns in such capacity, “ Purchaser ”), and RAIT FINANANCIAL TRUST , a Maryland real estate investment trust, as guarantor (together with its successors and permitted assigns, in such capacity, “ Guarantor ”).  Capitalized terms used and not otherwise defined herein shall have the meanings given to such terms in the Repurchase Agreement (as defined below).

R E C I T A L S

WHEREAS, Seller and Purchaser are parties to that certain Master Repurchase Agreement, dated as of December 23, 2014 (the “ Existing Repurchase Agreement ” and, as amended by this Omnibus Amendment, and as hereafter further amended, modified, restated, replaced, waived, substituted, supplemented or extended from time to time, the “ Repurchase Agreement ”);

WHEREAS, in connection with the Repurchase Agreement, Guarantor executed and delivered that certain Guaranty, dated as of December 23, 2014, by Guarantor for the benefit of Purchaser (the “ Existing Guaranty ” and, as amended by this Omnibus Amendment, and as hereafter further amended, modified, restated, replaced, waived, substituted, supplemented or extended from time to time, the “ Guaranty ”); and

WHEREAS, the parties hereto desire to make certain amendments and modifications to the Existing Repurchase Agreement and the Existing Guaranty.

NOW THEREFORE , in consideration of the foregoing recitals, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, agree as follows:

Section 1. Amendments to Existing Repurchase Agreement .

(a) Effective as of the Effective Date, the definition of “Termination Date” in Article 2 of the Existing Repurchase Agreement is hereby deleted in its entirety and replaced with the following:  

“ Termination Date ” shall mean the day that is the earlier of (i) December 19, 2017 or such later date as may be in effect pursuant to Article 3(m) hereof, or (ii) the day on which an Event of Default occurs (after all applicable grace, notice and/or cure periods).

(b) Effective as of the Effective Date, the last sentence of Artic le 3(m)(i) of the Existing Repurchase Agreement is hereby deleted in its entirety and replaced with the following:

Notwithstanding anything to the contrary in this Article 3(m)(i) , in no event shall Seller be permitted to extend the Termination Date for more than one (1) Extension Period beyond the actual date set forth in clause (i) of the definition of “Termination Date”

(a) Effective as of the Effective Date, Article V(g) of the Existing Guaranty is hereby amended by deleting it in its entirety and replacing it with the following:

(g) Financial Covenants .  Guarantor shall at all times satisfy the following financial covenants:

(i) Minimum Adjusted Book Value .  Guarantor shall at all times maintain an Adjusted Book Value of not less than the sum of (x) $575 million plus (y) 75% of the net proceeds received by Guarantor in connection with any issuance of Equity Interests in Guarantor, minus (z) 100% of the amount paid by Guarantor for the repurchase of any Equity Interests in Guarantor, in each case subsequent to November 16, 2016.

(ii) Minimum Fixed Charge Coverage Ratio .   Guarantor shall at all times maintain a Fixed Charge Coverage Ratio of no less than 1.20 : 1.00.

(iii) Maximum Leverage .  Guarantor shall at all times maintain a ratio of (x) Total Liabilities to (y) Adjusted Total Assets of no greater than 80%.

(iv) Minimum Cash Liquidity .  Guarantor shall at all times maintain Cash Liquidity of no less than $10,000,000.

(v) Minimum Total Liquidity .  Guarantor shall at all times maintain Total Liquidity of no less than $20,000,000.

Except as specifically modified hereby, the Transaction Documents shall remain in full force and effect in accordance with their terms and are hereby ratified and confirmed.  All references to the Transaction Documents shall be deemed to mean the Transaction Documents as modified by this Omnibus Amendment.  This Omnibus Amendment shall not constitute a

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novation of the Transaction Documents, but shall constitute modifications thereof.  The parties hereto agree to be bound by the terms and conditions of the Transaction Documents, as modified by this Omnibus Amendment, as though such terms and conditions were set forth herein.

Section 4. Representations .

Seller and Guarantor each represents and warrants, as of the Effective Date, as follows:

(a) it is duly incorporated or organized, validly existing and in good standing under the laws of its jurisdiction of organization and is duly qualified in each jurisdiction necessary to conduct business as presently conducted;

(b) the execution, delivery and performance by it of this Omnibus Amendment are within its corporate, company or partnership powers, has been duly authorized and does not contravene (i) its organizational documents or its applicable resolutions, (ii ) any Requirements of Law or (iii) any contractual obligation to which it is a party;

(c) other than applicable resolutions, no consent, license, permit, approval or authorization of, or registration, filing or dec laration with, any Governmental Authority or other Person is required in connection with the execution, delivery, performance, validity or enforceability by or against it of this Omnibus Amendment or the Transaction Documents;

(d) this Omnibus Amendment has been duly executed and delivered by it;

(e) each of this Omnibus Amendment and the Transaction Documents constitutes its legal, valid and bind ing obligation, enforceable against it in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, other limitations on creditors’ rights generally and general principles of equity; and

(f) after giving effect to this Omnibus Amendment, it is in compliance with its covenants set forth in the Transaction Documents and no Default or Event of Default exists.

Section 5. Fees and Expenses .

(a) Extension Fee .  On the date hereof and as a condition precedent to the effectiveness of this Omnibus Amendment, Seller shall pay to Purchaser an Extension Fee, such amount to be paid to Purchaser in Dollars, in immediately available funds, without deduction, set-off or counterclaim.

(b) Expenses . Seller and Guarantor shall pay on demand all of Purchaser’s out-of-pocket costs and expenses, including reasonable fees and expenses of accountants, attorneys and advisors, incurred in connection with the preparation, negotiation, execution and consummation of this Omnibus Amendment.

Section 6. Miscellaneous .

(a) This Omnibus Amendment may be executed in any number of counterparts (including by facsimile), and by the different parties hereto on the same or separa te counterparts, each of which shall be deemed to be an original instrument but all of which together shall

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constitute one and the same agreement.  The parties intend that faxed signatures and electronically imaged signatures such as PDF files shall consti tute original signatures and are binding on all parties.

(b) The descriptive headings of the various sections of this Omnibus Amendment are inserted for convenience of reference only and shall not be deemed to affe ct the meaning or construction of any of the provisions hereof.

(c) This Omnibus Amendment (together with the other Transaction Documents, as amended hereby) represents the final agreement among the parties and may not be contradicted by evidence of prior, contemporaneous or subsequent oral agreements between the parties.  There are no unwritten oral agreements between the parties.

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IN WITNESS WHEREOF, the parties have caused this Omnibus Amendment to be executed by their respective officers thereunto duly authorized, as of the date first above written.

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Barclays-RAIT Floater Repo - Omnibus Amendment

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Barclays-RAIT Floater Repo - Omnibus Amendment

Barclays-RAIT Floater Repo - Omnibus Amendment

Exhibit 10.3

RAIT FINANCIAL TRUST

2012 INCENTIVE AWARD PLAN

Share Award Grant Agreement

This is a Share Award dated as of December 23, 2016 (the “ Date of Grant ”) from RAIT Financial Trust, a Maryland real estate investment trust (the “ Company ”), to Scott L. N. Davidson (“ Participant ” and, together with the Company, the “ Parties ”), under the terms of the RAIT Financial Trust 2012 Incentive Award Plan (the “ Plan ”).

1. Defined Terms.   Except as set forth below, all capitalized terms shall have the respective meaning as set forth thereto in Section 1.02 of the Plan.  

(a) “ Share Award ” means the Two Hundred Fifty Five Thousand Nine Hundred and Fifty Eight (255,958) Common Shares which are the subject of this Grant.

(b) “ Restriction Period ” means, with respect to each Common Share which is the subject of this Grant, the period beginning on the Date of Grant and ending on the applicable Vesting Date.

(c) “ Vesting Date ” means the date on which the Participant has a non-forfeitable right to the Common Shares and related dividends subject to this Share Award following the lapse of all restrictions set forth in Section 3.

2. Grant of Share Award .  Subject to the terms and conditions set forth herein, the Company hereby grants to Participant the Share Award and Participant hereby acknowledges the restrictions on the Share Award .  This Share Award is in addition to share awards previously made to Participant.  This Share Award is intended to be a portion of the Award (as defined in the Binding Memorandum of Understanding, dated September 26, 2016, by and between the Company and the Participant (the “ MOU ”)) that the Company agreed to make to the Participant in the MOU.  The Share Award is subject to the terms and conditions of the Plan now in effect and as they may be amended from time to time in accordance with the Plan.  The terms and conditions of the Plan are and automatically shall be incorporated herein by reference and made a part hereof.  

3. Restrictions on Share Award and Related Dividends .  Subject to the terms and conditions set forth in the Plan and herein and notwithstanding any other agreement to which the Participant is a party, during the Restriction Period, Participant shall not be permitted to sell, transfer, pledge, hypothecate, assign or otherwise dispose of the Common Shares and related dividends subject to this Share Award.  The Company or its transfer agent, American Stock Transfer & Trust Company, LLC or any successor thereto (“ Transfer Agent ”), shall maintain a record of uncertificated Common Shares and related dividends subject to this Share Award during the Restriction Period.  Any attempted sale, transfer, pledge, hypothecation, assignment or other disposition (each, a “ Disposition ”) of any Common Shares and related dividends subject to this Share Award in violation of this Share Award shall be void and of no effect, and the Company (or Transfer Agent, as appropriate) shall have the right to disregard any such Disposition on its books and records, to issue (or execute) “stop transfer” instructions and/or take such other action as the Company deems necessary or advisable to enforce the restrictions in this Share Award.

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4. Vesting .  Subject to Section 5 , the restrictions set forth in Section 3 on the Share Award shall lapse with respect to the following portion of Common Shares and related dividends subject to the Share Award:  (i) one half on December 20, 2018, and (ii) one half on December 20, 2019.  T he date on which the restrictions lapse for a particular portion of the Share Award and related dividends shall be the Vesting Date for such portion. If the foregoing vesting schedule would produce fractional Common Shares, the number of Common Shares that are vested shall be rounded down to the nearest whole Common Share; provided, however, that on the final vesting date, the number of Common Shares vesting shall be adjusted to the extent necessary so that 100% of the Share Award shall have vested.  On or before the thirtieth (30th) day following each Vesting Date, the Company will direct the Transfer Agent to note that the restrictions on the applicable Common Shares subject to this Share Award arising out of this Share Award have lapsed.

5. Lapse of Restrictions .  Upon the lapse of the Restriction Period with respect to the applicable Common Shares and related dividends subject to this Share Award, the Participant’s ability to hold, sell, transfer, pledge, assign or otherwise encumber the stock and dividends shall be unrestricted subject to the tax withholding requirements set forth in Paragraph 9(b).

6. Dividends, Voting and Recapitalization .  

(a) Dividends .  Pursuant to Section 5.06 of the Plan, Participant shall be entitled to dividends attributable to Common Shares subject to this Share Award as follows:

(i) Dividends on Vested Common Shares .  With respect to Common Shares subject to this Share Award that have vested under Section 4 , i f any dividends are paid with respect to the Common Shares, Participant shall have the right to receive such dividends paid on such vested Common Shares in such amount and at such times as received by all other shareholders of the Company.  

(ii) Dividends on Unvested Common Shares .  With respect to Common Shares subject to this Share Award that have not vested under Section 4 , if any dividends are paid with respect to the Common Shares, the Participant shall receive a credit to the Participant’s Share Award dividend account equal to the value of the cash dividends that would have been distributed if the unvested Common Shares at the time of the payment date of the relevant cash dividend were vested Common Shares.  Within thirty (30) days following the Vesting Date of any unvested Common Shares, a cash payment will be paid to the Participant by the Company equal to the value of the aggregate amount of cash credited to the Participant's Share Award dividend account for the corresponding unvested Common Shares that vested as of the Vesting Date.  No interest shall accrue with respect to any cash amounts credited to the Participant's Share Award dividend account.  

(b) Voting .  Participant shall have the right to vote all Common Shares under this Share Award regardless of vested status while such Common Shares remain outstanding and the Participant otherwise retains such voting rights.  

(c) Recapitalization .  In the event of any changes in the capital stock of the Company by reason of any stock dividends, split-ups or combinations of shares, reclassifications, mergers,

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consoli dations, reorganizations or liquidations while any Common Shares comprising the Share Award shall be subject to restrictions on transfer and forfeiture hereunder, any and all new, substituted or additional securities to which Participant is entitled shall be subject immediately to the terms, conditions and restrictions of this Award.

7. Notices .  Any notice to the Company relating to this Share Award shall be addressed to the Company in care of the Chief Financial Officer of the Company at the principal office of the Company, and any notice to the Participant shall be addressed to such Participant at the current address shown on the payroll records of the Company, or to such other address as the Participant may designate to the Company in writing.  Any notice shall be delivered by hand, sent by telecopy or enclosed in a properly sealed envelope addressed as stated above, registered and deposited, postage prepaid, in a post office regularly maintained by the United States Postal Service.

8. Applicable Laws .  The Company may from time to time impose any conditions on the Share Award as it deems necessary or advisable to ensure that the Award satisfies the conditions of applicable laws.  

9. Tax Matters .  

(a) The grant of this Share Award is intended to be exempt from the requirements of Section 409A of the Code, and, to the extent that further guidance is issued under Section 409A of the Code after the date of this Award, the Company may make any changes to this Award as are necessary to bring this award into compliance with the applicable exemptions under Section 409A of the Code and the Treasury regulations issued thereunder.

(b) The Participant shall be required to pay to the Company, or make other arrangements satisfactory to the Company to provide for the payment of, any federal, state, local or other taxes that the Company is required to withhold with respect to the grant, vesting or payment of the Common Shares and related dividends subject to this Share Award.  The Participant may elect to satisfy any tax withholding obligation of the Company with respect to the Common Shares and related dividends subject to this Share Award by having Common Shares and related dividends subject to this Share Award withheld up to an amount that does not exceed the minimum applicable withholding tax rate for federal (including FICA), state, local and other tax liabilities.

10. Share Award Not to Affect Employment .  The Share Award granted hereunder shall not confer upon Participant any right to continue in the employment or other service relationship of the Company or any Subsidiary or affiliate of the Company. For the avoidance of doubt, continued employment or other relationship with the Company is not a condition to the vesting set forth in Section 4 .

11. Restrictions on Issuance or Transfer of Common Shares.

(a) The obligation of the Company to issue, or remove the restrictions on, Common Shares shall be subject to the condition that if at any time the Committee shall determine in its discretion that the listing, registration or qualification of the Common Shares upon any securities exchange or under any state or federal law, or the consent or approval of any governmental

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regulatory body is necessary or desirable as a condition of, or in connection with, such issuance or removal, the Common Shares ma y not be issued or such restrictions removed in whole or in part unless such listing, registration, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to the Committee.  The issuance of Common Shar es and the payment of cash to the Participant pursuant to this Agreement are subject to any applicable taxes and other laws or regulations of the United States or of any state having jurisdiction thereof.

(b) The Participant agrees to be bound by the Company’s policies regarding the transfer of the Common Shares subject to this Share Award and understands that there may be certain times during the year in which the Participant will be prohibited from selling, transferring, pledging, donating, assigning, mortgaging, or encumbering Common Shares.

12. Miscellaneous.

(a) Binding Effect . Subject to the limitations set forth herein, this Award shall inure to the benefit of and be binding upon the Parties hereto and their respective heirs, legal representatives, successors and assigns.

(b) Entire Agreement; Amendments .  This Award and the Plan constitute the entire agreement between the parties with respect to the Award and cannot be changed or terminated orally.  No modification or waiver of any of the provisions hereof shall be effective unless in writing and signed by the party against whom it is sought to be enforced.

(c) Counterparts .  This Award may be executed in one or more counterparts, both of which taken together shall constitute one and the same agreement.

(d) Governing Law .  This Award shall be governed and construed and the legal relationships of the parties determined in accordance with the internal laws of the State of Maryland.  

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(e) Severability .  In the event that any provision in this Award shall be held invalid or unenforceable, such provision shall be severable from, and such invalidity or unenforceability shall not be construed to have any effect on, the remaining provisions of this Award.

(f) Section Headings .  The captions and section headings of this Award are for convenience of reference only and shall not be deemed to alter or affect any provision hereof.

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ACKNOWLEDGMENT

The Participant acknowledges receipt of the Share Award, a copy of which is attached hereto; represents that he has read and is familiar with the terms and provisions thereof; hereby accepts this Share Award subject to all of the terms and provisions thereof.  The Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Committee upon any questions arising hereunder.

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Exhibit 10.4

RAIT FINANCIAL TRUST

2012 INCENTIVE AWARD PLAN

Share Award Grant Agreement

This is a Share Award dated as of December 23, 2016 (the “ Date of Grant ”) from RAIT Financial Trust, a Maryland real estate investment trust (the “ Company ”), to Scott F. Schaeffer (“ Participant ” and, together with the Company, the “ Parties ”), under the terms of the RAIT Financial Trust 2012 Incentive Award Plan (the “ Plan ”).

1. Defined Terms.   Except as set forth below, all capitalized terms shall have the respective meaning as set forth thereto in Section 1.02 of the Plan.  

(a) “ Share Award ” means the One Hundred Fifty Thousand (150,000) Common Shares which are the subject of this Grant.

(b) “ Restriction Period ” means, with respect to each Common Share which is the subject of this Grant, the period beginning on the Date of Grant and ending on the applicable Vesting Date.

(c) “ Vesting Date ” means the date on which the Participant has a non-forfeitable right to the Common Shares and related dividends subject to this Share Award following the lapse of all restrictions set forth in Section 3.

2. Grant of Share Award .  Subject to the terms and conditions set forth herein, the Company hereby grants to Participant the Share Award and Participant hereby acknowledges the restrictions on the Share Award .  This Share Award is in addition to share awards previously made to Participant.  This Share Award is intended to be the Award (as defined in the Binding Memorandum of Understanding, dated September 26, 2016, by and between the Company and the Participant (the “ MOU ”)) that the Company agreed to make to the Participant in the MOU.   The Share Award is subject to the terms and conditions of the Plan now in effect and as they may be amended from time to time in accordance with the Plan.  The terms and conditions of the Plan are and automatically shall be incorporated herein by reference and made a part hereof.  

3. Restrictions on Share Award and Related Dividends .  Subject to the terms and conditions set forth in the Plan and herein and notwithstanding any other agreement to which the Participant is a party, during the Restriction Period, Participant shall not be permitted to sell, transfer, pledge, hypothecate, assign or otherwise dispose of the Common Shares and related dividends subject to this Share Award.  The Company or its transfer agent, American Stock Transfer & Trust Company, LLC or any successor thereto (“ Transfer Agent ”), shall maintain a record of uncertificated Common Shares and related dividends subject to this Share Award during the Restriction Period.  Any attempted sale, transfer, pledge, hypothecation, assignment or other disposition (each, a “ Disposition ”) of any Common Shares and related dividends subject to this Share Award in violation of this Share Award shall be void and of no effect, and the Company (or Transfer Agent, as appropriate) shall have the right to disregard any such Disposition on its books and records, to issue (or execute) “stop transfer” instructions and/or take

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such other action as the Company deems necessary or advisable to enforce the restrictions in this Share Award.

4. Vesting .  Subject to Section 5 , the restrictions set forth in Section 3 on the Share Award shall lapse with respect to the following portion of Common Shares and related dividends subject to the Share Award:  (i) one half on the date that is six months from the Date of Grant, and (ii) one half on the date that is one year from the Date of Grant.  The date on which the restrictions lapse for a particular portion of the Share Award and related dividends shall be the Vesting Date for such portion. If the foregoing vesting schedule would produce fractional Common Shares, the number of Common Shares that are vested shall be rounded down to the nearest whole Common Share; provided, however, that on the final vesting date, the number of Common Shares vesting shall be adjusted to the extent necessary so that 100% of the Share Award shall have vested.  On or before the thirtieth (30th) day following each Vesting Date, the Company will direct the Transfer Agent to note that the restrictions on the applicable Common Shares subject to this Share Award arising out of this Share Award have lapsed.

5. Lapse of Restrictions .  Upon the lapse of the Restriction Period with respect to the applicable Common Shares and related dividends subject to this Share Award, the Participant’s ability to hold, sell, transfer, pledge, assign or otherwise encumber the stock and dividends shall be unrestricted subject to the tax withholding requirements set forth in Paragraph 9(b).

6. Dividends, Voting and Recapitalization .  

(a) Dividends .  Pursuant to Section 5.06 of the Plan, Participant shall be entitled to dividends attributable to Common Shares subject to this Share Award as follows:

(i) Dividends on Vested Common Shares .  With respect to Common Shares subject to this Share Award that have vested under Section 4 , i f any dividends are paid with respect to the Common Shares, Participant shall have the right to receive such dividends paid on such vested Common Shares in such amount and at such times as received by all other shareholders of the Company.  

(ii) Dividends on Unvested Common Shares .  With respect to Common Shares subject to this Share Award that have not vested under Section 4 , if any dividends are paid with respect to the Common Shares, the Participant shall receive a credit to the Participant’s Share Award dividend account equal to the value of the cash dividends that would have been distributed if the unvested Common Shares at the time of the payment date of the relevant cash dividend were vested Common Shares.  Within thirty (30) days following the Vesting Date of any unvested Common Shares, a cash payment will be paid to the Participant by the Company equal to the value of the aggregate amount of cash credited to the Participant's Share Award dividend account for the corresponding unvested Common Shares that vested as of the Vesting Date.  No interest shall accrue with respect to any cash amounts credited to the Participant's Share Award dividend account.  

(b) Voting .  Participant shall have the right to vote all Common Shares under this Share Award regardless of vested status while such Common Shares remain outstanding and the Participant otherwise retains such voting rights.  

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(c) Recapitalization .  In the event of any changes in the capital stock of the Company by reason of any stock dividends, split-ups or combinations of shares, reclassifications, me rgers, consolidations, reorganizations or liquidations while any Common Shares comprising the Share Award shall be subject to restrictions on transfer and forfeiture hereunder, any and all new, substituted or additional securities to which Participant is e ntitled shall be subject immediately to the terms, conditions and restrictions of this Award.

7. Notices .  Any notice to the Company relating to this Share Award shall be addressed to the Company in care of the Chief Financial Officer of the Company at the principal office of the Company, and any notice to the Participant shall be addressed to such Participant at the current address shown on the payroll records of the Company, or to such other address as the Participant may designate to the Company in writing.  Any notice shall be delivered by hand, sent by telecopy or enclosed in a properly sealed envelope addressed as stated above, registered and deposited, postage prepaid, in a post office regularly maintained by the United States Postal Service.

8. Applicable Laws .  The Company may from time to time impose any conditions on the Share Award as it deems necessary or advisable to ensure that the Award satisfies the conditions of applicable laws.  

9. Tax Matters .  

(a) The grant of this Share Award is intended to be exempt from the requirements of Section 409A of the Code, and, to the extent that further guidance is issued under Section 409A of the Code after the date of this Award, the Company may make any changes to this Award as are necessary to bring this award into compliance with the applicable exemptions under Section 409A of the Code and the Treasury regulations issued thereunder.

(b) The Participant shall be required to pay to the Company, or make other arrangements satisfactory to the Company to provide for the payment of, any federal, state, local or other taxes that the Company is required to withhold with respect to the grant, vesting or payment of the Common Shares and related dividends subject to this Share Award.  The Participant may elect to satisfy any tax withholding obligation of the Company with respect to the Common Shares and related dividends subject to this Share Award by having Common Shares and related dividends subject to this Share Award withheld up to an amount that does not exceed the minimum applicable withholding tax rate for federal (including FICA), state, local and other tax liabilities.

10. Share Award Not to Affect Employment .  The Share Award granted hereunder shall not confer upon Participant any right to continue in the employment or other service relationship of the Company or any Subsidiary or affiliate of the Company. For the avoidance of doubt, continued employment or other relationship with the Company is not a condition to the vesting set forth in Section 4 .

11. Restrictions on Issuance or Transfer of Common Shares.

(a) The obligation of the Company to issue, or remove the restrictions on, Common Shares shall be subject to the condition that if at any time the Committee shall determine in its

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discretion that the listing, registration or qualific ation of the Common Shares upon any securities exchange or under any state or federal law, or the consent or approval of any governmental regulatory body is necessary or desirable as a condition of, or in connection with, such issuance or removal, the Comm on Shares may not be issued or such restrictions removed in whole or in part unless such listing, registration, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to the Committee.  The issuance of Common Shares and the payment of cash to the Participant pursuant to this Agreement are subject to any applicable taxes and other laws or regulations of the United States or of any state having jurisdiction thereof.

(b) The Participant agrees to be bound by the Company’s policies regarding the transfer of the Common Shares subject to this Share Award and understands that there may be certain times during the year in which the Participant will be prohibited from selling, transferring, pledging, donating, assigning, mortgaging, or encumbering Common Shares.

12. Miscellaneous.

(a) Binding Effect . Subject to the limitations set forth herein, this Award shall inure to the benefit of and be binding upon the Parties hereto and their respective heirs, legal representatives, successors and assigns.

(b) Entire Agreement; Amendments .  This Award and the Plan constitute the entire agreement between the parties with respect to the Award and cannot be changed or terminated orally.  No modification or waiver of any of the provisions hereof shall be effective unless in writing and signed by the party against whom it is sought to be enforced.

(c) Counterparts .  This Award may be executed in one or more counterparts, both of which taken together shall constitute one and the same agreement.

(d) Governing Law .  This Award shall be governed and construed and the legal relationships of the parties determined in accordance with the internal laws of the State of Maryland.  

(e) Severability .  In the event that any provision in this Award shall be held invalid or unenforceable, such provision shall be severable from, and such invalidity or unenforceability shall not be construed to have any effect on, the remaining provisions of this Award.

(f) Section Headings .  The captions and section headings of this Award are for convenience of reference only and shall not be deemed to alter or affect any provision hereof.

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ACKNOWLEDGMENT

The Participant acknowledges receipt of the Share Award, a copy of which is attached hereto; represents that he has read and is familiar with the terms and provisions thereof; hereby accepts this Share Award subject to all of the terms and provisions thereof.  The Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Committee upon any questions arising hereunder.

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