iSTAR ACQUISITION CORP. PRIVATE PLACEMENT WARRANT SUBSCRIPTION AGREEMENTPrivate Placement Warrant Subscription Agreement • December 26th, 2007 • iStar Acquisition Corp. • Blank checks • Delaware
THIS PRIVATE PLACEMENT WARRANT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of the 19th day of December, 2007, by and between iStar Acquisition Corp., a Delaware corporation (the “Company”), and Jay Sugarman (“Purchaser”).
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
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.
SUBSCRIPTION AGREEMENTSubscription Agreement • December 26th, 2007 • iStar Acquisition Corp. • Blank checks
Jay Sugarman hereby subscribes for SEVEN MILLION ONE HUNDRED EIGHTY-SEVEN THOUSAND FIVE HUNDRED (7,187,500) units (the “Initial Units”) of iStar Acquisition Corp., a Delaware corporation (the “Company”), each unit consisting of one share of common stock, par value $0.0001 per share (the “Common Stock”), and one warrant to purchase one share of Common Stock at an exercise price of $7.50 per share, for an aggregate purchase price of TWELVE THOUSAND FIVE HUNDRED DOLLARS AND 01/100 ($12,500), the receipt and sufficiency of which is hereby acknowledged. The undersigned represents and warrants to the Company that he is an “accredited investor” as that term is defined in Rule 501 of Regulation D under the Securities Act of 1933, as amended. Upon receipt by the Company of said consideration on this date, the Company shall issue to the undersigned certificates evidencing the Initial Units registered in the undersigned’s name or, if not certificated, provide documentation reflecting the registra
SUBSCRIPTION AGREEMENTSubscription Agreement • December 26th, 2007 • iStar Acquisition Corp. • Blank checks
iStar Acquisition Investor LLC hereby subscribes for SEVEN MILLION ONE HUNDRED EIGHTY-SEVEN THOUSAND FIVE HUNDRED (7,187,500) units (the “Initial Units”) of iStar Acquisition Corp., a Delaware corporation (the “Company”), each unit consisting of one share of common stock, par value $0.0001 per share (the “Common Stock”), and one warrant to purchase one share of Common Stock at an exercise price of $7.50 per share, for an aggregate purchase price of TWELVE THOUSAND FIVE HUNDRED DOLLARS AND 01/100 ($12,500), the receipt and sufficiency of which is hereby acknowledged. Upon receipt by the Company of said consideration on this date, the Company shall issue to the undersigned certificates evidencing the Initial Units registered in the undersigned’s name or, if not certificated, provide documentation reflecting the registration in the name of the undersigned on the stock ledger of the Company. Following such issuance of the Initial Units, the capitalization of the Company shall be as set for
LICENSE AGREEMENTLicense Agreement • December 26th, 2007 • iStar Acquisition Corp. • Blank checks
This TRADEMARK LICENSE AGREEMENT (this “Agreement”) is effective as of the [ ]th day of [ ], 200[ ] (“Effective Date”) by and between iStar Financial Inc., a Maryland corporation (the “Licensor”), and iStar Acquisition Corp., a Delaware corporation (the “Licensee”).
iSTAR ACQUISITION CORP.iStar Acquisition Corp. • December 26th, 2007 • Blank checks
iSTAR ACQUISITION CORP. FORM OF PRIVATE PLACEMENT UNIT PURCHASE AGREEMENTForm of Private Placement Unit Purchase Agreement • December 26th, 2007 • iStar Acquisition Corp. • Blank checks • New York
PRIVATE PLACEMENT UNIT PURCHASE AGREEMENT (this “Agreement”) made as of this [ ] day of [ ], 200[ ], by and between iStar Acquisition Corp., a Delaware corporation (the “Company”), and iStar Financial Inc. (the “Purchaser”).
iSTAR ACQUISITION CORP. FORM OF CO-INVESTMENT UNIT PURCHASE AGREEMENTInvestment Unit Purchase Agreement • December 26th, 2007 • iStar Acquisition Corp. • Blank checks • New York
