0001104659-05-002071 Sample Contracts

FORM OF SHAREHOLDER AGREEMENT
Shareholder Agreement • January 21st, 2005 • Istar Financial Inc • Real estate investment trusts • Maryland

THIS SHAREHOLDER AGREEMENT (the “Agreement”) is entered into as of January , 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 (the “Shareholder”), a shareholder and [trustee][officer][trustee and officer] of Falcon Financial Investment Trust, a Maryland real estate investment trust (the “Company”).

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SHARE OPTION AGREEMENT
Share Option Agreement • January 21st, 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 21st, 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“).

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