0001104659-13-021762 Sample Contracts

UNDERWRITING AGREEMENT
Underwriting Agreement • March 18th, 2013 • Istar Financial Inc • Real estate investment trusts • New York

Introductory. iStar Financial Inc., a Maryland corporation (the “Company”), confirms its agreement with Barclays Capital Inc. (“Barclays”) and the other several underwriters named in Schedule A hereto (collectively, the “Underwriters”), with respect to (i) the sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of the respective number of shares set forth in such Schedule A of 3,500,000 shares of the Company’s 4.50% Series J Cumulative Convertible Perpetual Preferred Stock (the “Initial Securities”) and (ii) the grant by the Company to the Underwriters, acting severally and not jointly, of the option to purchase all or any part of an additional 500,000 shares of its 4.50% Series J Cumulative Convertible Perpetual Preferred Stock (the “Option Securities” and, together with the Initial Securities, the “Securities”). Barclays has agreed to act as the representative of the several Underwriters (the “Representative”) in connection with the offering an

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