0001047469-04-018514 Sample Contracts

REGISTRATION RIGHTS AGREEMENT Dated as of May 10, 2004 Between iSTAR FINANCIAL INC. and LEHMAN BROTHERS INC., Senior Floating Rate Notes due 2007
Registration Rights Agreement • May 25th, 2004 • Istar Financial Inc • Real estate investment trusts • New York

This Registration Rights Agreement (this “Agreement”) is dated as of May 10, 2004, between iSTAR FINANCIAL INC., a Maryland corporation (the “Company”) and LEHMAN BROTHERS INC., as initial purchaser (the “Initial Purchaser”).

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iStar Financial Inc. Senior Floating Rate Notes due 2007 PURCHASE AGREEMENT
Purchase Agreement • May 25th, 2004 • Istar Financial Inc • Real estate investment trusts • New York
FORM OF EXCHANGE AGENT AGREEMENT
Istar Financial Inc • May 25th, 2004 • Real estate investment trusts • New York

iStar Financial Inc, a Maryland corporation (the "Company"), proposes to make an offer (the "Exchange Offer") to exchange up to $200,000,000 aggregate principal amount of its Series B Senior Floating Rate Notes due 2007 (the "Exchange Notes"), for a like principal amount of its outstanding Series A Senior Floating Rate Notes due 2007 (the "Private Notes"). The terms and conditions of the Exchange Offer are set forth in a prospectus (the "Prospectus") included in the Company's registration statement on form S-4 (File No. 333- ) (the "Registration Statement"), filed with the Securities and Exchange Commission (the "SEC"), proposed to be distributed to all record holders of the Private Notes. The Private Notes and the Exchange Notes are collectively referred to herein as the "Notes." Capitalized terms used herein and not defined shall have the respective meanings ascribed to them in the Prospectus.

REGISTRATION RIGHTS AGREEMENT Dated as of March 12, 2004 Between iSTAR FINANCIAL INC. and LEHMAN BROTHERS INC., Senior Floating Rate Notes due 2007
Registration Rights Agreement • May 25th, 2004 • Istar Financial Inc • Real estate investment trusts • New York

This Registration Rights Agreement (this “Agreement”) is dated as of March 12, 2004, between iSTAR FINANCIAL INC., a Maryland corporation (the “Company”) and LEHMAN BROTHERS INC., as initial purchaser (the “Initial Purchaser”).

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