0001047469-05-001912 Sample Contracts

SHAREHOLDER AGREEMENT
Shareholder Agreement • January 31st, 2005 • Istar Financial Inc • Real estate investment trusts • Maryland

THIS SHAREHOLDER AGREEMENT (the “Agreement”) is entered into as of January 19, 2005, by and among iStar Financial Inc., a Maryland corporation (“Parent”), Flash Acquisition Company LLC, a Maryland limited liability company and a wholly owned subsidiary of Parent (“Merger Subsidiary”), and George G. Lowrance (the “Shareholder”), a shareholder and trustee of Falcon Financial Investment Trust, a Maryland real estate investment trust (the “Company”).

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SHARE OPTION AGREEMENT
Share Option Agreement • January 31st, 2005 • Istar Financial Inc • Real estate investment trusts • Maryland

SHARE OPTION AGREEMENT (this “Agreement”), dated as of January 19, 2005, by and among Falcon Financial Investment Trust, a Maryland real estate investment trust (the “Company”) and Flash Acquisition Company LLC, a Maryland limited liability company (“Purchaser”) and wholly owned subsidiary of iStar Financial Inc., a Maryland corporation (“Parent”). Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Merger Agreement.

AGREEMENT AND PLAN OF MERGER Dated as of January 19, 2005 by and among iSTAR FINANCIAL INC., FLASH ACQUISITION COMPANY LLC and FALCON FINANCIAL INVESTMENT TRUST
Merger Agreement • January 31st, 2005 • Istar Financial Inc • Real estate investment trusts • Maryland

AGREEMENT AND PLAN OF MERGER, dated as of January 19, 2005 (this “Agreement“), among iStar Financial Inc., a Maryland corporation (“Parent“), Flash Acquisition Company LLC, a Maryland limited liability company and a wholly owned subsidiary of Parent (“Subsidiary“), and Falcon Financial Investment Trust, a Maryland real estate investment trust (the “Company“).

CONFIDENTIALITY AND STANDSTILL AGREEMENT
Confidentiality Agreement • January 31st, 2005 • Istar Financial Inc • Real estate investment trusts • New York

THIS CONFIDENTIALITY AND STANDSTILL AGREEMENT (this "Agreement") is entered into as of December 9, 2004 by and between iStar Financial Inc., a Maryland corporation (the "Receiving Company"), and Falcon Financial Investment Trust, a Maryland real estate investment trust (the "Disclosing Company").

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