Grant Date:

February 28, 2017

Number of Shares:

__________________

Transfer Restrictions:

You are receiving this Award in your capacity as an employee of RAIT Financial Trust (“RAIT”) who has provided services to the Company in 2016 and thereafter pursuant to the shared services agreement between the Company and RAIT.   The underlying Shares may not be transferred except as provided below:  

First anniversary of Grant Date                                   1/3 of Shares

Second anniversary of Grant Date                              1/3 of Shares

Third anniversary of the Grant Date                           1/3 of Shares

Additionally, the transfer restrictions on the shares will lapse immediately if the Company undergoes a Change in Control (as defined in the Plan) and your service are terminated within one year of such Change in Control.  For the avoidance of doubt, this Award is irrevocable and continued employment or other relationship with the Company and its Affiliates or RAIT and its affiliates is not a condition to the removal of transfer restrictions set forth herein.

Rights a Shareholder:

Except as otherwise provided in this Award Certificate or the Plan, you shall have all the rights of a stockholder of the Company with respect to the Restricted Stock, subject to the restrictions, including, without limitation, voting rights and allocation of cash or stock dividends, in respect of the Restricted Stock subject to the Award.  

The Company may require you to execute an “Investment Representation Statement” and enter into a shareholder’s agreement or any other

agreement required by the Board or shareholders in general, with such terms and conditions as the Company may prescribe.

Tax Liability of the Participant and Payment of Taxes:

You acknowledge and agree that any income or other taxes due from you with respect to the Restricted Stock issued pursuant to this Award Certificate shall be your responsibility. Upon grant, you may elect to have a portion of your shares withheld in order to satisfy your tax obligations.  Such shares shall be withheld from the last tranche subject to the transfer restrictions.

Transferability:

Except as otherwise provided in this Award Certificate, you may not transfer or assign the Restricted Stock for any reason until the restrictions on transferability lapse with respect to such shares (other than under your will or as required by intestate laws).  Any attempted transfer or assignment will be null and void.

Restrictions on Resale:

By accepting this Award Certificate, you agree not to sell any Restricted Stock acquired under this Award Certificate at a time when applicable laws, the Company or Company policies, any stockholder agreement or other agreement to which you are a party or any agreement between the Company and its underwriters, prohibit a sale.

Miscellaneous:

As a condition of the granting of this Award, you agree, for yourself and your legal representatives and/or guardians, that this Award Certificate shall be interpreted by the Board (or a committee thereof) and that any such interpretation of the terms of this Award Certificate and any determination made by the Board (or a committee thereof) pursuant to this Award Certificate shall be final, binding and conclusive.  This Award Certificate may be executed in counterparts.  This Award Certificate and the Restricted Stock granted hereunder shall be governed by Maryland Law.