0001104659-05-002379 Sample Contracts

SHARE OPTION AGREEMENT
Share Option Agreement • January 24th, 2005 • Falcon Financial Investment Trust • Personal credit institutions • 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.

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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
Agreement and Plan of Merger • January 24th, 2005 • Falcon Financial Investment Trust • Personal credit institutions • 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”).

AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • January 24th, 2005 • Falcon Financial Investment Trust • Personal credit institutions • New York

THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT, dated this 19th day of January, 2005, between Falcon Financial Investment Trust, a Maryland Real Estate Investment Trust (the “Trust”), and Vernon B. Schwartz (the “Executive”), to be effective on the Control Date, as such term is defined in the Merger Agreement, as defined below (the “Effective Date”). Capitalized terms used but not defined herein shall have the meanings given to them in the Merger Agreement.

FALCON FINANCIAL INVESTMENT TRUST
Employment Agreement • January 24th, 2005 • Falcon Financial Investment Trust • Personal credit institutions
FIRST AMENDMENT TO REVOLVING WAREHOUSE FINANCING AGREEMENT
Revolving Warehouse Financing Agreement • January 24th, 2005 • Falcon Financial Investment Trust • Personal credit institutions

THIS FIRST AMENDMENT TO REVOLVING WAREHOUSE FINANCING AGREEMENT (this “Agreement”) is dated as of January 19, 2005 by and among FALCON FINANCIAL INVESTMENT TRUST, a Maryland real estate investment trust, as Customer (the “Customer”), THE BANK OF NEW YORK, as Paying Agent and Custodian (the “Paying Agent” or the “Custodian,” as the context requires), and iSTAR FINANCIAL INC., a Maryland corporation, as Buyer (the “Buyer”).

FALCON FINANCIAL INVESTMENT TRUST
Employment Agreement • January 24th, 2005 • Falcon Financial Investment Trust • Personal credit institutions
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