iSTAR ACQUISITION CORP. PRIVATE PLACEMENT WARRANT SUBSCRIPTION AGREEMENTPrivate Placement Warrant Subscription Agreement • February 11th, 2008 • iStar Acquisition Corp. • Blank checks • Delaware
THIS PRIVATE PLACEMENT WARRANT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of the 19th day of December, 2007, by and between iStar Acquisition Corp., a Delaware corporation (the “Company”), and Jay Nydick (“Purchaser”).
50,000,000 Units UNDERWRITING AGREEMENT dated •, 2008Underwriting Agreement • February 11th, 2008 • iStar Acquisition Corp. • Blank checks • New York
iStar Acquisition Corp., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule A hereto (the “Underwriters”) an aggregate of 50,000,000 units (the “Firm Units”). In addition, the Company has granted to the Underwriters an option to purchase up to an additional 7,500,000 units (the “Optional Units”), as provided in Section 2 hereof. Each Firm Unit, and if and to the extent the Underwriters elect to exercise their option, each Optional Unit (each, a “Unit” and collectively, the “Units”) consists of one share of the Company’s Common Stock, par value $0.0001 per share (the “Common Stock”), and one warrant of the Company (“Warrant”). The Units, the Common Stock and the Warrants are collectively referred to herein as the “Securities.”
ContractWarrant Agreement • February 11th, 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”).
DATE]iStar Acquisition Corp. • February 11th, 2008 • Blank checks • New York
This letter agreement is being delivered to you in accordance with (i) the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between iStar Acquisition Corp., a Delaware corporation (the “Company”), and Banc of America Securities LLC, acting as representative of the underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) pursuant to a Registration Statement on Form S-1 (File No. 333-147305) (the “Registration Statement”) of the Company’s units (the “Units”), each comprised of one share of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), and one warrant exercisable for one share of Common Stock (a “Warrant”), (ii) the Private Placement Warrant Purchase Agreement by and among the Company, iStar Financial Inc. and the purchasers named therein relating to the 10,000,000 Warrants (the “Private Placement Warrants”) to be purchased at a price of $1.00 per Private Placement Warrant in a private place
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • February 11th, 2008 • iStar Acquisition Corp. • Blank checks • New York
This Agreement is made as of , 2008, by and between iStar Acquisition Corp., a Delaware corporation whose principal office is located at 1114 Avenue of the Americas, 39th Floor, New York, New York 10036 (the “Company”), and Continental Stock Transfer & Trust Company located at 17 Battery Place, New York, New York 10004 (the “Trustee”).
SUBSCRIPTION AGREEMENTSubscription Agreement • February 11th, 2008 • iStar Acquisition Corp. • Blank checks
Jay Sugarman hereby subscribes for SEVEN MILLION ONE HUNDRED EIGHTY-SEVEN THOUSAND FIVE HUNDRED (7,187,500) units (the “Initial Units”) of iStar Acquisition Corp., a Delaware corporation (the “Company”), each unit consisting of one share of common stock, par value $0.0001 per share (the “Common Stock”), and one warrant to purchase one share of Common Stock at an exercise price of $7.00 per share, for an aggregate purchase price of TWELVE THOUSAND FIVE HUNDRED DOLLARS AND 01/100 ($12,500), the receipt and sufficiency of which is hereby acknowledged. The undersigned represents and warrants to the Company that he is an “accredited investor” as that term is defined in Rule 501 of Regulation D under the Securities Act of 1933, as amended. Upon receipt by the Company of said consideration on this date, the Company shall issue to the undersigned certificates evidencing the Initial Units registered in the undersigned’s name or, if not certificated, provide documentation reflecting the registra
SUBSCRIPTION AGREEMENTSubscription Agreement • February 11th, 2008 • iStar Acquisition Corp. • Blank checks
iStar Acquisition Investor LLC hereby subscribes for SEVEN MILLION ONE HUNDRED EIGHTY-SEVEN THOUSAND FIVE HUNDRED (7,187,500) units (the “Initial Units”) of iStar Acquisition Corp., a Delaware corporation (the “Company”), each unit consisting of one share of common stock, par value $0.0001 per share (the “Common Stock”), and one warrant to purchase one share of Common Stock at an exercise price of $7.00 per share, for an aggregate purchase price of TWELVE THOUSAND FIVE HUNDRED DOLLARS AND 01/100 ($12,500), the receipt and sufficiency of which is hereby acknowledged. Upon receipt by the Company of said consideration on this date, the Company shall issue to the undersigned certificates evidencing the Initial Units registered in the undersigned’s name or, if not certificated, provide documentation reflecting the registration in the name of the undersigned on the stock ledger of the Company. Following such issuance of the Initial Units, the capitalization of the Company shall be as set for
FORM OF BUSINESS OPPORTUNITY RIGHT OF FIRST OFFER AGREEMENTFirst Offer Agreement • February 11th, 2008 • iStar Acquisition Corp. • Blank checks • New York
THIS BUSINESS OPPORTUNITY RIGHT OF FIRST OFFER AGREEMENT (this “Agreement”) is made as of , 2008, by and among iStar Acquisition Corp., a Delaware corporation (the “Company”), iStar Financial Inc., a Maryland corporation (“SFI”), Jay Sugarman and Jay Nydick.
iSTAR ACQUISITION CORP. PRIVATE PLACEMENT UNIT PURCHASE AGREEMENTPrivate Placement Unit Purchase Agreement • February 11th, 2008 • iStar Acquisition Corp. • Blank checks • New York
PRIVATE PLACEMENT UNIT PURCHASE AGREEMENT (this “Agreement”) made as of this 23rd day of January, 2008, by and between iStar Acquisition Corp., a Delaware corporation (the “Company”), and iStar Financial Inc. (the “Purchaser”).
ContractRegistration Rights Agreement • February 11th, 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 undersigned parties listed under Investors on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
iSTAR ACQUISITION CORP. FORM OF CO-INVESTMENT UNIT SUBSCRIPTION AGREEMENTInvestment Unit Subscription Agreement • February 11th, 2008 • iStar Acquisition Corp. • Blank checks • New York
THIS CO-INVESTMENT UNIT SUBSCRIPTION AGREEMENT (this “Agreement”), dated as of , is entered into by and between iStar Acquisition Corp., a Delaware corporation (the “Company”), and iStar Financial Inc., a Maryland corporation (the “Purchaser”).
SECURITIES ESCROW AGREEMENTSecurities Escrow Agreement • February 11th, 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”).
