Letter Agreement dated February 27, 2018 between RAIT and John J. Reyle

Appointment as Interim CEO and Interim President.  

Effective as of 12:01 a.m. on February 28, 2018 (the “Effective Date”), the Company hereby appoints Executive as the Interim CEO and Interim President of the Company, to serve at the pleasure of the Board.

The duration of Executive’s appointment as Interim CEO and Interim President of the Company (the “Term”) shall be determined by the Board in its sole discretion.

Duties.  During the Term, Executive will be responsible for performing such duties and responsibilities as are customarily assigned to the position of CEO, and for performing such other services as assigned from time to time by the Board.

Compensation.  During the Term, Executive’s Base Salary shall be increased to Five Hundred Thousand Dollars $500,000 per year.

Termination of Appointment.  The Board may end the Term and terminate this Letter Agreement at any time and for any reason, as determined by the Board in its sole discretion (a “Termination”). On the effective date of any such Termination:

Executive shall cease to serve as Interim CEO and Interim President of the Company;

Executive’s Base Salary shall revert to 1.2x such amount as in effect immediately prior to the Effective Date; and

this Letter Agreement shall cease to be of any further force or effect (except for Section 4.2(b) above which shall remain in effect).

Each of Executive and the Company hereby acknowledge and agree that this Letter Agreement does not affect, or otherwise constitute a waiver of, any provisions of the Employment Agreement, except as specifically set forth herein. Each of Executive and the Company hereby acknowledge and agree that the Employment Agreement remains in full force and effect during the Term, except as specifically modified by this Letter Agreement.

Executive hereby acknowledges and agrees that, upon Termination, this Letter Agreement shall cease to be of any further force or effect, and the terms of the Employment Agreement as in effect immediately prior to the Effective Date shall be reinstated; provided, that the terms of Section 4.2(b) above shall remain in effect.

This Letter Agreement and the Employment Agreement contain the entire agreement and understanding between Executive and the Company with respect to the subject matter hereof.

This Letter Agreement shall not be changed, unless in writing and signed by both Executive and the Company.

This Letter Agreement will be construed in accordance with the laws of the Commonwealth of Pennsylvania, which, together with the laws of the United States of America, will control any and all disputes or questions of interpretation arising hereunder.

This Letter Agreement may be executed in two (2) or more counterparts, each of which will be deemed to be an original of this Letter Agreement and all of which, when taken together, will be deemed to constitute one and the same agreement.  This Letter Agreement, to the extent signed and delivered by means of a facsimile machine or by other electronic transmission of a manual signature (by portable document format (.pdf) or other method that enables the recipient to reproduce a copy of the manual signature),

shall be treated in all manner and respects as an original agreement or instrument and shall be considered to have the same binding legal effect as if it were the original signed version thereof delivered in person.  Neither party hereto shall raise the use of a facsimile machine or other electronic transmission to deliver a signature or the fact that any signature or agreement or instrument was transmitted or communicated through the use of a facsimile machine or other electronic transmission as a defense to the formation of a contract and each such party forever waives any such defense.