0001193125-07-044370 Sample Contracts

EMPLOYMENT AGREEMENT
Employment Agreement • March 1st, 2007 • RAIT Financial Trust • Real estate investment trusts • New York

EMPLOYMENT AGREEMENT dated as of April 28, 2005, by and between TABERNA REALTY FINANCE TRUST, with its principal place of business at 1818 Market Street, 28th Floor, Philadelphia, PA 19103 (the “Company”) and Mitchell Kahn, residing at the address set forth on the signature page hereof (the “Executive”).

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SHARED FACILITIES AND SERVICES AGREEMENT between TABERNA REALTY FINANCE TRUST and COHEN BROTHERS, LLC Dated as of April 28, 2005
Shared Facilities and Services Agreement • March 1st, 2007 • RAIT Financial Trust • Real estate investment trusts • New York

This SHARED FACILITIES AND SERVICES AGREEMENT (this “Agreement”), dated as of April 28, 2005, is entered into by and between COHEN BROTHERS, LLC, a Delaware limited liability company (“Cohen Bros.”), and TABERNA REALTY FINANCE TRUST, a Maryland real estate investment trust (“Taberna”).

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TABERNA REALTY FINANCE TRUST FORM OF RESTRICTED SHARE AWARD AGREEMENT
Restricted Share Award Agreement • March 1st, 2007 • RAIT Financial Trust • Real estate investment trusts • New York

AGREEMENT by and between Taberna Realty Finance Trust, a Maryland real estate investment trust (the “Company”), and _______________ (the “Grantee”), dated as of the day of , 200 .

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NON-COMPETITION AGREEMENT
Non-Competition Agreement • March 1st, 2007 • RAIT Financial Trust • Real estate investment trusts • New York

THIS NON–COMPETITION AGREEMENT, is made and effective as of April 28, 2005 (this “Agreement”), by and among Cohen Brothers, LLC, a Delaware limited liability company (“Cohen Bros.”), in favor of Taberna Capital Management, LLC, a Delaware limited liability company (“Taberna Capital”).

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ASSIGNMENT OF LEASE
Assignment of Lease • March 1st, 2007 • RAIT Financial Trust • Real estate investment trusts • Pennsylvania

FOR AND IN CONSIDERATION of the sum of Ten Dollars ($10.00) and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned, TABERNA CAPITAL MANAGEMENT, LLC, a Delaware limited liability company (“Assignor”) does hereby, effective as of October 24, 2006, sell, assign, convey, transfer, set over and deliver to RAIT FINANCIAL TRUST, a Maryland real estate investment trust (“Assignee”) the entire interest of Assignor in and to the lease of the real property described in Exhibit A hereto (the “Lease”).

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AMENDMENT NO. 2
RAIT Financial Trust • March 1st, 2007 • Real estate investment trusts • New York

THIS AMENDMENT NO. 2 dated as of the 1st day of November, 2005, between 450 PARK LLC (“Landlord”), having an office c/o Taconic Management Company LLC, 111 Eighth Avenue, New York, New York 10011 and TABERNA REALTY FINANCE TRUST, a Maryland Real Estate Investment Trust (“Tenant”), having an office at 450 Park Avenue, New York, New York 10011.

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AMENDMENT NO. 1 TO THE SHARED FACILITIES AND SERVICES AGREEMENT between TABERNA REALTY FINANCE TRUST and COHEN BROTHERS, LLC Dated as of April 28, 2006 BACKGROUND
Shared Facilities and Services Agreement • March 1st, 2007 • RAIT Financial Trust • Real estate investment trusts

WHEREAS Taberna Realty Finance Trust (“Taberna”) and Cohen Brothers, LLC (“Cohen”) are party to that certain Shared Facilities and Services Agreement (the “Agreement”) dated as of April 28, 2005; and

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