Assignment and Assumption Agreement



 Exhibit 4.12 
 EXECUTION COPY 
 ASSIGNMENT AND ASSUMPTION AGREEMENT 
 This ASSIGNMENT AND ASSUMPTION AGREEMENT (the “Agreement”), entered into as of December 11, 2006, is by and between RAIT Investment
Trust, a Maryland real estate investment trust (“Assignee”), and Taberna Realty Finance Trust, a Maryland real estate investment trust (“Assignor”). All capitalized terms used herein and not otherwise defined shall
have the respective meanings assigned to them in the Merger Agreement (as defined below). 
 W I T N E
S S E T H: 
 WHEREAS, pursuant to Section 4.6 of the Agreement and Plan of Merger, dated as of
June 8, 2006, by and among Assignee, RT Sub Inc, a Maryland corporation and subsidiary of Assignee (“Merger Sub”), and Assignor (the “Merger Agreement”), Assignee has agreed to assume all of Assignor’s
rights and obligations under the Amended and Restated Registration Rights Agreement, dated August 11, 2005, by and between Assignor, Friedman, Billings & Co., Inc., et al (the “Registration Rights Agreement”) with
respect to those shareholders of Assignor, listed on Exhibit A hereto, who are both parties to the Registration Rights Agreement and “affiliates” of Assignor (as defined in Section 6.8 of the Merger Agreement) as of the date of
Company Shareholders Meeting (each, a “Holder”); and 
 WHEREAS, as a result the parties hereto desire to execute this
Agreement to further evidence the assignment by Assignor of such rights and the assumption by Assignee of such obligations. 
 NOW,
THEREFORE, the parties hereto agree as follows: 
 Section 1. Assignment. Assignor hereby transfers, assigns and sets over to
Assignee all of its rights under the Registration Rights Agreement with respect to each Holder (the “Rights”). 
 Section 2. Assumption. Assignee hereby assumes from Assignor all of Assignor’s obligations under the Registration Rights Agreement with respect to each Holder (the “Obligations”). 
 Section 3. Rights of Holders. Each Holder shall have the same rights with respect to the securities of Assignee that such Holder receives as
a result of the Merger as such Holder possesses under the Registration Rights Agreement with respect to the securities of the Assignor. 
 Section 4. Further Assurances. At any time and from time to time after the date hereof, at the request of the other party, and without further consideration therefor, the parties shall execute and deliver such other instruments
and take such other action as the other party may reasonably request with respect to the transfer of the Rights or the assumption of the Obligations. 
 SECTION 5. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE 










 
LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW. 
 Section 6. Severability of Provisions. If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid,
illegal or unenforceable, such provision shall be ineffective to the extent, but only to the extent of, such invalidity, illegality or unenforceability, without invalidating the remainder of such provision or the remaining provisions of this
Agreement. 
 Section 7. Amendments. No term or provision of this Agreement may be changed, waived, discharged or terminated
orally, but only by an instrument in writing signed by all of the parties hereto. 
 Section 8. Successors and Assigns. This
Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. 
 Section 9. Counterparts. This Agreement may be executed in several counterparts or by facsimile transmission, each of which shall be deemed as original, and all of which shall constitute one and the same instrument. 

Section 10. Conflicts. In the event of any conflict between the terms of this Agreement and Section 4.6 of the Merger Agreement, the
terms of Section 4.6 of the Merger Agreement shall prevail. 
  

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 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

  

			
	TABERNA REALTY FINANCE TRUST
		
	By:	 	/s/ Raphael Licht
		 	 Name: Raphael Licht
 Title: Chief Administrative
Officer,
           Executive Vice President, Chief Legal
          Officer and Secretary

	
	RAIT INVESTMENT TRUST
		
	By:	 	/s/ Kenneth R. Frappier
		 	 Name: Kenneth R. Frappier
 Title:   Senior
Vice President



  

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 EXHIBIT A 
  

					
	 NAME
	  	NUMBER OF REGISTERABLE
SECURITIES	  	 NUMBER OF ASSIGNEE
 COMMON SHARES1

	 Eton Park Capital Management, L.P.
	  	7,540,000	  	4,063,306
	 Mercury Real Estate Advisors LLC
	  	5,360,900	  	2,888,989
		  		  	Total Assignee Common Shares: 6,952,295



	1	Based on Exchange Ratio of 0.5389. 

  

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