0001047469-04-007908 Sample Contracts

EMPLOYMENT AGREEMENT
Employment Agreement • March 15th, 2004 • Istar Financial Inc • Real estate investment trusts • New York

THIS AGREEMENT is made as of February 11, 2004 by and between iStar Financial Inc., a Maryland corporation (together with its successors and assigns, the "Company"), and Jay Sugarman ("Executive").

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PERFORMANCE RETENTION GRANT
Performance Retention Grant Agreement • March 15th, 2004 • Istar Financial Inc • Real estate investment trusts

THIS PERFORMANCE RETENTION GRANT AGREEMENT (the "Agreement") is dated as of the 11th day of February, 2004 (the "Award Date") and entered into by and between iSTAR FINANCIAL INC. (the "Company") and Jay Sugarman (the "Participant");

REGISTRATION RIGHTS AGREEMENT Dated as of January 22, 2004 between ISTAR FINANCIAL INC. and BEAR, STEARNS & CO. INC.
Registration Rights Agreement • March 15th, 2004 • Istar Financial Inc • Real estate investment trusts • New York

This Registration Rights Agreement (the "Agreement") is made and entered into this 22nd day of January, 2004, among iStar Financial Inc., a Maryland corporation (the "Company"), and Bear, Stearns & Co. Inc. (the "Initial Purchaser"). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Purchase Agreement.

PURCHASE AGREEMENT Dated as of January 22, 2004 among iSTAR FINANCIAL INC. and BEAR, STEARNS & CO. INC.
Purchase Agreement • March 15th, 2004 • Istar Financial Inc • Real estate investment trusts • New York

iStar Financial Inc., a Maryland corporation (the "Company") confirms its agreement with Bear, Stearns & Co. Inc. (the "Initial Purchaser") with respect to the issue and sale by the Company and the purchase by the Initial Purchaser of 3,300,000 shares of its Series H Variable Rate Preferred Stock, par value $.001 per share, with a liquidation preference of $25.00 per share (the "Preferred Stock").

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