iStar Acquisition Corp. Watch

from S-1/A 3 pages Banc of America Securities LLC 9 West 57th Street New York, New York 10036 Re: Initial Public Offering of iStar Acquisition Corp. Ladies and Gentlemen

from S-1/A 4 pages Form of Business Opportunity Right of First Offer Agreement This Business Opportunity Right of First Offer Agreement (This “Agreement”) Is Made as of , 2008, by and Among iStar Acquisition Corp., a Delaware Corporation (The “Company”), Istar Financial Inc., a Maryland Corporation (“Sfi”), Jay Sugarman and Jay Nydick

from S-1/A 18 pages This Registration Rights Agreement (This “Agreement”) Is Entered Into as of •, 2008, by and Among iStar Acquisition Corp, a Delaware Corporation (The “Company”), and the Undersigned Parties Listed Under Investors on the Signature Page Hereto (Each, an “Investor” and Collectively, the “Investors”)

from S-1/A 8 pages 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 Placement Immediately Prior to the Completion of the Ipo and (III) the Private Placement Unit Purchase Agreement (The “Private Placement Unit Agreement”) by and Between the Company and Istar Financial Inc. Relating to the 2,500,000 Units (The “Private Placement Units”) to Be Purchased by Istar Financial Inc. at a Price of $10.00 Per Private Placement Unit in a Private Placement Immediately Prior to the Completion of the Ipo. Certain Capitalized Terms Used Herein Are Defined in Section 1 Hereof

from S-1/A 8 pages iStar Acquisition Corp. Form of Co-Investment Unit Subscription Agreement

from S-1/A 4 pages iStar Acquisition Corp. Private Placement Unit Purchase Agreement

from S-1/A 6 pages iStar Acquisition Corp. Private Placement Warrant Subscription Agreement

from S-1/A 6 pages iStar Acquisition Corp. Private Placement Warrant Subscription Agreement

from S-1/A 6 pages iStar Acquisition Corp. Private Placement Warrant Subscription Agreement

from S-1/A 4 pages Subscription Agreement

from S-1/A 3 pages Subscription Agreement

from S-1/A 8 pages Securities Escrow Agreement

from S-1/A 14 pages Investment Management Trust Agreement

from S-1/A 17 pages This Warrant Agreement Is Made as of , 2008, Between iStar Acquisition Corp., a Delaware Corporation, With Offices at 1114 Avenue of the Americas, 39th Floor, New York, Ny 10036 (The “Company”), and Continental Stock Transfer & Trust Company, a New York Corporation, With Offices at 17 Battery Place, New York, Ny 10004 (The “Warrant Agent”)

from S-1/A 17 pages This Registration Rights Agreement (This “Agreement”) Is Entered Into as of •, 2008, by and Among iStar Acquisition Corp, a Delaware Corporation (The “Company”), and the Investors Listed on Schedule I Attached Hereto (Each, an “Investor” and Collectively, the “Investors”)

from S-1/A 8 pages Securities Escrow Agreement

from S-1/A 14 pages Form of Investment Management Trust Agreement

from S-1/A 18 pages This Warrant Agreement Is Made as of [ ], 2008, Between iStar Acquisition Corp., a Delaware Corporation, With Offices at 1114 Avenue of the Americas, 39th Floor, New York, Ny 10036 (The “Company”), and Continental Stock Transfer & Trust Company, a New York Corporation, With Offices at 17 Battery Place, New York, Ny 10004 (The “Warrant Agent”)

from S-1/A 2 pages This Letter Will Confirm Our Agreement That Commencing on [ ], 2008, Istar Acquisition Investor LLC (“Istar”) Shall Make Available to iStar Acquisition Corp. (The “Company”) Certain Office Space and General and Administrative Services as May Be Required by the Company, Situated at 1114 Avenue of the Americas, 39th Floor, New York, Ny 10036. in Exchange Therefor, the Company Shall Pay Istar the Sum of $7,500 Per Month. the Company Will Pay Istar the Monthly Fee of $7,500 Until the Earlier of (I) the Completion of the Company’s Initial Business Combination and (II) the Company’s Dissolution

from S-1/A 7 pages License Agreement