0001047469-08-000514 Sample Contracts

Contract
Registration Rights Agreement • January 24th, 2008 • iStar Acquisition Corp. • Blank checks • New York

This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of •, 2008, by and among iSTAR ACQUISITION CORP, a Delaware corporation (the “Company”), and the investors listed on Schedule I attached hereto (each, an “Investor” and collectively, the “Investors”).

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Contract
Warrant Agreement • January 24th, 2008 • iStar Acquisition Corp. • Blank checks • New York

THIS WARRANT AGREEMENT is made as of [ ], 2008, between iStar Acquisition Corp., a Delaware corporation, with offices at 1114 Avenue of the Americas, 39th Floor, New York, NY 10036 (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 17 Battery Place, New York, NY 10004 (the “Warrant Agent”).

FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENT
Investment Management Trust Agreement • January 24th, 2008 • iStar Acquisition Corp. • Blank checks • New York
SECURITIES ESCROW AGREEMENT
Securities Escrow Agreement • January 24th, 2008 • iStar Acquisition Corp. • Blank checks • New York

This SECURITIES ESCROW AGREEMENT is made as of [ ], 2008 (the “Agreement”), by and among iStar Acquisition Corp., a Delaware corporation (the “Company”), each of the parties set forth in Exhibit A hereto (collectively the “Private Investors”) and Continental Stock Transfer & Trust Company, a New York corporation (the “Escrow Agent”).

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