Common Contracts

DATE]

iStar Acquisition Corp. • February 11th, 2008 • Blank checks • New York

• Company
  iStar Acquisition Corp.
• Filed
  February 11th, 2008
• Industry
  Blank checks
• Jurisdiction
  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

DATE] iStar Acquisition Corp. 1114 Avenue of the Americas, 39th Floor New York, New York 10036 Banc of America Securities LLC 9 West 57th Street New York, NY 10019 Re: Initial Public Offering Ladies and Gentlemen:

iStar Acquisition Corp. • December 26th, 2007 • Blank checks • New York

• Company
  iStar Acquisition Corp.
• Filed
  December 26th, 2007
• Industry
  Blank checks
• Jurisdiction
  New York

This letter agreement is being delivered to you in accordance with 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 (the “Underwriter”), 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”). Certain capitalized terms used herein are defined in Section 1 hereof.