Exhibit 10.2


 


FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENT


 


This Agreement is made as of
[    ], 2008, by and between iStar Acquisition Corp., a
Delaware corporation whose principal office is located at 1114 Avenue of the
Americas, 39th Floor, New York, New York 10036 (the “Company”), and
Continental Stock Transfer & Trust Company located at 17 Battery
Place, New York, New York 10004 (the “Trustee”).


 


WHEREAS, the Company’s Registration Statement on Form S-1,
as amended, File No. 333-147305 (the “Registration Statement”), for
its initial public offering (the “IPO”) of units (the “Units”),
each consisting of one share of the Company’s common stock, par value $0.0001
per share (the “Common Stock”), and one warrant (the “Warrants”)
to purchase one share of Common Stock, has been declared effective as of the
date hereof (the “Effective Date”) by the Securities and Exchange
Commission;


 


WHEREAS, Banc of America Securities LLC is acting as
the representative of the underwriters in the IPO;


 


WHEREAS, the Company has agreed to sell certain of
its securities to its existing stockholders in a private placement to be
effected immediately prior to the completion of the IPO (the “Private
Placement”);


 


WHEREAS, as described in the Registration Statement,
and in accordance with the Amended and Restated Certificate of Incorporation of
the Company, $516,610,108 of the gross proceeds of the IPO and the sale of
securities in the private placement ($588,985,108 if the underwriters’
over-allotment option is exercised in full) will be delivered to the Trustee to
be deposited and held in a Trust Account (defined below) for the benefit of the
Company and the public stockholders of the Common Stock issued in the IPO.  The amount to be delivered to the Trustee
will be referred to herein as the “Property”; the stockholders for whose
benefit the Trustee shall hold the Property will be referred to as the “Public
Stockholders,” and the Public Stockholders and the Company will be referred
to together as the “Beneficiaries”;


 


WHEREAS, the Property is being held by the Trustee
for the benefit of the Public Stockholders in the event that the Company fails
to consummate a Business Combination (as such term is defined in the Amended
and Restated Certificate of Incorporation of the Company); and


 


WHEREAS, pursuant to the Underwriting Agreement,
dated as of [    ], 2008, by and between the Company and
the underwriters, a portion of the Property equal to $17,500,000 (or $20,125,000
if the underwriters’ over-allotment option is exercised in full) is attributable
to the underwriters’ discounts and commissions, which the underwriters have
agreed to deposit in the Trust Account and which will be paid from the Trust
Account to the underwriters upon the consummation of a Business Combination;
and


 


WHEREAS, the Company and the Trustee desire to enter
into this Agreement to set forth the terms and conditions pursuant to which the
Trustee shall hold the Property;


 


IT IS AGREED:


 


1.             Agreements and Covenants of Trustee.  The
Trustee hereby agrees and covenants to:


 


(a)           Hold the Property in trust for the
Beneficiaries in accordance with the terms of this Agreement in segregated
trust accounts (“Trust Account”) established by the Trustee at a branch
of JPMorgan Chase Bank N.A. and at a brokerage institution selected by the
Trustee;


 

















 


(b)           Manage, supervise and administer the Trust
Account subject to the terms and conditions set forth herein;


 


(c)           In a timely manner, upon the written
instruction of the Company, invest and reinvest the Property in any United
States “government security” within the meaning of Section 2(a)(16) of the
Investment Company Act of 1940, as amended (the “1940 Act”), having a
maturity of 180 days or less, or in money market funds selected by the
Company meeting the conditions specified in Rule 2a-7 promulgated under
the 1940 Act;


 


(d)           Collect and receive, when due, all principal
and income arising from the Property, which income, net of taxes, shall become
part of the “Property,” as such term is used herein;


 


(e)           Promptly notify the Company of all
communications received by it with respect to the Property;


 


(f)            Promptly supply any information or
documents as may be requested by the Company in connection with the Company’s
preparation of the tax returns relating to income from the Property in the Trust
Account or otherwise;


 


(g)           Participate in any plan or proceeding for
protecting or enforcing any right or interest arising from the Property if, as
and when instructed by the Company to do so; and


 


(h)           Render to the Company and to such other
person as the Company may instruct, monthly written statements of the
activities of and amounts in the Trust Account reflecting all receipts and
disbursements of the Trust Account.


 


2.             Limited Distribution and Release of Property
from the Trust Account.


 


(a)           The Trustee shall commence liquidation of
the Trust Account only after and as promptly as practicable after receipt of
and only in accordance with the terms of a letter (the “Termination Letter”),
in a form substantially similar to that attached hereto as either Exhibit A
or Exhibit B, signed on behalf of the Company by its President or
Chairman of the Board, and complete the liquidation of the Trust Account and
distribute the Property in the Trust Account only as directed in the
Termination Letter and the other documents referred to therein; provided, however, that in the event that a Termination
Letter has not been received by the date which is 24 months after the date of
the final prospectus of the IPO (the “Last Date”), such date to be as
set forth in a notice to be delivered to the Trustee not more than ten business
days following the completion of the IPO, or a notice stating that the time of
termination has been extended by not more than six months following the Last
Date (in which case the date set forth in such notice shall be deemed to be the
Last Date for all subsequent purposes of this Agreement), the Trust Account
shall be liquidated in accordance with the procedures set forth in the
Termination Letter attached as Exhibit B and distributed to the
stockholders of record on the Last Date.


 


(b)           If there is any income or other tax
obligation relating to the income from the Property in the Trust Account as
determined by the Company, then, at the written instruction of the Company, the
Trustee shall disburse to the Company by
wire transfer or by check, out of the Property in the Trust Account, the amount
indicated by the Company as required to pay taxes. To the extent there is not sufficient cash in
the Trust Account to pay any income or other tax obligation relating to the
income from the Property in the Trust Account as determined by the Company, the
Trustee shall, from time to time at the written instruction of the Company,
promptly liquidate such assets held in the Trust Account as shall be designated
by the Company in writing, and disburse to the Company by wire transfer or by
check, out of the Property in the Trust Account, the amount indicated by the
Company as owing in respect of such income tax obligation.


 


(c)           Upon
written request from the Company in a form substantially similar to that
attached hereto as Exhibit C, the Trustee shall distribute to the
Company by wire transfer an amount equal to the income collected on the
Property through the day immediately preceding the date of receipt of the 


 


2

















 


Company’s request; provided, however,
that the maximum amount of distributions, net of taxes, that the Company may
request and the Trustee shall distribute pursuant to this Section 2(c) shall
be $6,000,000.


 


(d)           No
distributions from the Trust Account shall be permitted except in accordance
with Sections 2(a), 2(b) and 2(c) above.


 


3.             Agreements and Covenants of the Company.  The
Company hereby agrees and covenants to:


 


(a)           Give all instructions to the Trustee hereunder
in writing, signed by the Company’s President or Chairman of the Board;


 


(b)           Hold the Trustee harmless and indemnify the
Trustee from and against any and all expenses, including reasonable counsel
fees and disbursements, or loss suffered by the Trustee in connection with any
action, suit or other proceeding brought against the Trustee involving any
claim, or in connection with any claim or demand which in any way arises out of
or relates to this Agreement, the services of the Trustee hereunder, or the
Property or any income earned from investment of the Property, except for
expenses and losses resulting from the Trustee’s gross negligence or willful
misconduct.  Promptly after the receipt
by the Trustee of notice of demand or claim or the commencement of any action,
suit or proceeding, pursuant to which the Trustee intends to seek
indemnification under this paragraph, it shall notify the Company in writing of
such claim (hereinafter referred to as the “Indemnified Claim”); provided, however, that any failure or delay of the Trustee
in giving such notice shall not relieve the Company of any of its obligations
hereunder except to the extent the Company is actually prejudiced thereby, but
only to the extent of such prejudice. 
The Trustee shall conduct and manage the defense against such
Indemnified Claim, provided, that
the Company may voluntarily participate in such action at its cost with its own
counsel;


 


(c)           Pay the Trustee an initial acceptance fee,
an annual fee and a transaction processing fee for each disbursement made
pursuant to Section 2 as set forth on Schedule A hereto, which
fees shall be subject to modification by the parties from time to time. It is
expressly understood that the Property shall not be used to pay such fees and
further agreed that said transaction processing fees shall be deducted by the
Trustee from the disbursements made to the Company pursuant to Section 2.
The Company shall pay the Trustee the initial acceptance fee and first year’s
annual fee at the completion of the IPO and thereafter on the anniversary of
the Effective Date. The Trustee shall refund to the Company the annual fee (on
a pro rata basis) with respect to
any period after the liquidation of the Trust Account. The Company shall not be
responsible for any other fees or charges of the Trustee except as set forth in
this Section 3(c) and as may be provided in Section 3(b) hereof
(it being expressly understood that the Property shall not be used to make any
payments to the Trustee under such sections);


 


(d)           In connection with any vote of the Company’s
stockholders regarding a Business Combination, provide to the Trustee an
affidavit or certificate of a firm regularly engaged in the business of
soliciting proxies and tabulating stockholder votes, verifying the vote of the
Company’s stockholders regarding such Business Combination; and


 


(e)           Within ten business days of the closing of the IPO, the Company shall
provide the Trustee with a notice setting forth the date of the final
prospectus of the IPO and the Last Date.


 


4.             Limitations of Liability.  The
Trustee shall have no responsibility or liability to:


 


(a)           Take any action with respect to the
Property, other than as directed in Section 1 hereof, and the Trustee
shall have no liability to any party under this Agreement except for liability
arising out of its own gross negligence or willful misconduct;


 


3

















 


(b)           Institute any proceeding for the collection
of any principal and income arising from, or institute, appear in or defend any
proceeding of any kind with respect to, any of the Property unless and until it
shall have received written instructions from the Company given as provided
herein to do so and the Company shall have advanced or guaranteed to it funds
sufficient to pay any expenses incident thereto;


 


(c)           Change the investment of any Property, other
than in compliance with Section 1(c);


 


(d)           Refund any depreciation in principal of any
Property;


 


(e)           Assume that the authority of any person
designated by the Company to give instructions hereunder shall not be
continuing unless provided otherwise in such designation, or unless the Company
shall have delivered a written revocation of such authority to the Trustee;


 


(f)            The other parties hereto or anyone else for
any action taken or omitted by it in compliance with this Agreement, or any
action suffered by it to be taken or omitted in compliance with this Agreement,
made in good faith and in the exercise of its best judgment, except for its
gross negligence or willful misconduct. 
The Trustee may rely conclusively and shall be protected in acting upon
any order, instruction, notice, demand, certificate, opinion or advice of
counsel (including counsel chosen by the Trustee), statement, instrument,
report or other paper or document (not only as to its due execution and the
validity and effectiveness of its provisions, but also as to the truth and
acceptability of any information therein contained) which is believed by the
Trustee, in good faith, to be genuine and to be signed or presented by the
proper person or persons.  The Trustee
shall not be bound by any notice or demand, or any waiver, modification, termination
or rescission of this Agreement or any of the terms hereof, unless evidenced by
a written instrument delivered to the Trustee signed by the proper party or
parties and, if the duties or rights of the Trustee are affected, unless it
shall give its prior written consent thereto;


 


(g)           Verify the correctness of the information
set forth in the Registration Statement (other than information provided by the
Trustee) or to confirm or assure that any acquisition made by the Company or
any other action taken by it is as contemplated by the Registration Statement;


 


(h)           Verify the correctness of the information
set forth in the Registration Statement or to confirm or assure that any
acquisition made by the Company or any other action taken by it is as
contemplated by the Registration Statement;


 


(i)            Look to any other agreement for the
determination of its duties as Trustee;


 


(j)            Prepare,
execute and file tax reports, income or other tax returns and pay any taxes
with respect to income and other activities relating to the Trust Account; and


 


(k)           Verify
calculations, qualify or otherwise approve Company requests for distributions pursuant
to Section 2 above.


 


5.             Termination.  This Agreement shall terminate
as follows:


 


(a)           If the Trustee gives written notice to the
Company that it desires to resign under this Agreement, the Company shall use
its reasonable efforts to locate a successor trustee.  At such time that the Company notifies the
Trustee that a successor trustee has been appointed by the Company and has
agreed to become subject to the terms of this Agreement, the Trustee shall
transfer the management of the Trust Account to the successor trustee,
including but not limited to the transfer of copies of the reports 


 


4

















 


and statements relating to the Trust Account, whereupon this Agreement
shall terminate; provided, however,
that, in the event that the Company does not locate a successor trustee within
ninety days of receipt of the resignation notice from the Trustee, the Trustee
may, upon written notice to the Company, submit an application to have the
Property deposited with the United States District Court for the Southern
District of New York and, upon such deposit, the Trustee shall be immune from
any liability whatsoever that arises due to any actions or omissions to act by
any party after such deposit; or


 


(b)           At such time that the Trustee has completed
the liquidation of the Trust Account in accordance with the provisions of Section 2(a) hereof,
and distributed the Property in accordance with the provisions of the
Termination Letter, this Agreement shall terminate except with respect to Section 3(b).


 


6.             Miscellaneous.


 


(a)           The Company and the Trustee each acknowledge
that the Trustee will follow the security procedures set forth below with
respect to funds transferred from the Trust Account.  Upon
receipt of written instructions, the Trustee will confirm such instructions
with an authorized individual at an authorized telephone number listed on the
attached Exhibit D.  The
Company and the Trustee will each restrict access to confidential information
relating to such security procedures to authorized persons.  Each party must notify the other party
immediately if it has reason to believe unauthorized persons may have obtained
access to such information, or of any change in its authorized personnel.


 


(b)           This Agreement shall for all purposes be
deemed to be made under and shall be construed in accordance with the laws of
the State of New York.


 


(c)           This Agreement may be executed in several
counterparts, each one of which shall constitute an original, and together
shall constitute one instrument.  This
Agreement or any counterpart may be executed via facsimile or other electronic
transmission, and any such executed facsimile or other electronic copy shall be
treated as an original.


 


(d)           This Agreement contains the entire agreement
and understanding of the parties hereto with respect to the subject matter
hereof.  The parties hereto may change,
waive, amend or modify any provision contained herein that may be defective or
inconsistent with any other provision contained herein only upon the written
consent of each of the parties hereto; provided that
such action shall not materially adversely affect the interests of the Public
Stockholders.  Any change, waiver,
amendment or modification to this Agreement that materially adversely affects the
interest of the Public Stockholders shall be subject to approval by a majority
of the Public Stockholders.  As to any
claim, cross-claim or counterclaim in any way relating to this Agreement, each
party waives the right to trial by jury.


 


(e)           The parties hereto consent to the non-exclusive
jurisdiction and venue of any state or federal court located in the City of New
York for purposes of resolving any disputes hereunder.


 


(f)            Any notice, consent or request to be given
in connection with any of the terms or provisions of this Agreement shall be in
writing and shall be sent by express mail or similar private courier service,
by certified mail (return receipt requested), by hand delivery or by facsimile
transmission:


 


5

















 


if to the
Trustee, to:


 


Continental
Stock Transfer & Trust Company


17 Battery
Place, 8th Floor


New York, NY
10004


Attn:  Mr. Steven Nelson, President


Fax:  (212) 616-7620


 


if to the
Company, to:


 


iStar
Acquisition Corp.


1114 Avenue of
the Americas, 39th Floor


New York, NY
10036


Attn:  Jay Nydick, Chief Executive Officer and
President


Fax:  (212) 930-9449


 


with a copy
to:


 


Clifford
Chance US LLP


31 West 52nd
Street


New York, NY
10019


Attn:  Kathleen L. Werner


Fax:  (212) 878-8375


 


if to the underwriters,
to:


 


Banc of
America Securities LLC


9 West 57th
Street


New York, NY
10019


Attn:  Equity Capital Markets


Fax:  (212) 933-2217


 


with a copy
to:


 


Sidley Austin
LLP


787 Seventh
Avenue


New York, NY
10019


Attn:  Samir A. Gandhi, Esq.


Fax:  (212) 839-5599


 


(g)           This Agreement may not be assigned by the
Trustee without the prior consent of the Company.


 


(h)           Each of the Trustee and the Company hereby
represents that it has the full right and power and has been duly authorized to
enter into this Agreement and to perform its respective obligations as
contemplated hereunder.  The Trustee
acknowledges and agrees that it shall not make any claims or proceed against,
and waives any and all right, title, interest or claim of any kind in or to any
distribution of the Trust Account, including by way of set-off, and shall not
be entitled to any funds in, and hereby agrees not to seek recourse,
reimbursement, payment or satisfaction for any claim against, the Trust Account
under any circumstance.


 


6

















 


(i)            The Trustee hereby consents to the
inclusion of Continental Stock Transfer & Trust Company in the
Registration Statement and other materials relating to the IPO.


 


(j)            For so long as the proceed of the IPO
and/or the Private Placement are held in the Trust Account, the underwriters
and the Public Stockholders shall be third party beneficiaries of this
Agreement.


 


[Remainder of page intentionally left blank]


 


7

















 


IN WITNESS WHEREOF, the
parties have duly executed this Investment Management Trust Agreement as of the
date first written above.


 


	
   

  	
  CONTINENTAL
  STOCK TRANSFER

  
	
   

  	
  & TRUST
  COMPANY, as Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  iSTAR
  ACQUISITION CORP.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name: Jay Nydick

  
	
   

  	
   

  	
  Title: Chief Executive
  Officer and President

  



 


8





















 


EXHIBIT A


 


[LETTERHEAD OF THE COMPANY]


 


[INSERT DATE]


 


Continental Stock Transfer & Trust
Company

17 Battery Place, 8th Floor

New York, NY 10004

Attn:  Steven Nelson, President


 


Re:          Trust Account No. 530-151804

Termination Letter


 


Gentlemen:


 


This is to advise you that
the Company has entered into an agreement (“Business Agreement”) with                     
(the “Target Business”) to consummate a business combination with the
Target Business (the “Business Combination”) on or about [INSERT
DATE].  The Company shall notify you at
least 48 hours in advance of the actual date of the consummation of the
Business Combination (the “Consummation Date”).  Defined terms used but not otherwise defined
herein shall have the meaning ascribed to such terms in the Investment
Management Trust Agreement between iStar Acquisition Corp. (the “Company”)
and Continental Stock Transfer & Trust Company (the “Trustee”),
dated as of                 ,
2008 (the “Trust Agreement”).


 


Pursuant to Section 3(d) of
the Trust Agreement, we are providing you with [an affidavit] [a certificate]
of                 ,
which verifies the vote of the Company’s stockholders in connection with the
Business Combination.  In accordance with
the terms of the Trust Agreement, we hereby authorize you to commence
liquidation of the Trust Account to the effect that, on the Consummation Date,
all of the funds held in the Trust Account will be immediately available for
transfer to the account or accounts that the Company shall direct in writing on
the Consummation Date.


 


On the Consummation Date (i) counsel
for the Company (the “Company Counsel”) shall deliver to you written
notification that the Business Combination has been consummated and (ii) the
Company shall deliver to you written instructions (the “Instruction Letter”)
with respect to the transfer of the funds held in the Trust Account, including,
but not limited to, (a) funds to be delivered to any Public Stockholder
that has properly exercised its conversion rights (as described in the
Registration Statement), (b) pursuant to the terms of the Underwriting
Agreement, dated as of [    ], 2008, between the Company
and Banc of America Securities LLC, acting as representative of the
underwriters, the portion of the Property attributable to the deferred
underwriters’ discounts and commissions and (c) the portion of the
Property to be released to the Company in connection with the consummation of a
Business Combination.


 


You are hereby directed and
authorized to transfer the funds held in the Trust Account immediately upon
your receipt of Company Counsel’s notification and the Instruction Letter, in
accordance with the terms of the Instruction Letter.  In the event that certain deposits held in
the Trust Account may not be liquidated by the Consummation Date without
penalty, you will notify the Company of the same and the Company shall direct
you as to whether such funds should remain in the Trust Account and be
distributed after the Consummation Date to the Company or, with respect to the
deferred underwriters’ discounts and commissions, to the underwriters.  Upon the distribution of all the funds in the
Trust Account pursuant to the terms hereof, the Trust Agreement shall be
terminated.


 


A-1

















 


In the event that the
Business Combination is not consummated on the Consummation Date described in
the notice thereof and we have not notified you on or before the original
Consummation Date of a new Consummation Date, then the funds held in the Trust
Account shall be reinvested as provided in the Trust Agreement on the business
day immediately following the Consummation Date as set forth in the notice.


 


	
   

  	
  Very truly
  yours,

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  iSTAR
  ACQUISITION CORP.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name: Jay Nydick

  
	
   

  	
   

  	
  Title: Chief Executive
  Officer and President

  



 


A-2





















 


EXHIBIT B


 


[LETTERHEAD OF THE COMPANY]


 


[INSERT DATE]


 


Continental Stock Transfer & Trust
Company

17 Battery Place, 8th Floor

New York, NY 10004

Attn:  Frank Di Paolo, CFO


 


Re:          Trust Account No. 530-151804 —Termination
Letter


 


Gentlemen:


 


Pursuant to Section 2(a) of
the Investment Management Trust Agreement between iStar Acquisition Corp. (the “Company”)
and Continental Stock Transfer & Trust Company (the “Trustee”),
dated as of                 ,
2008 (the “Trust Agreement”), this is to advise you that the Company has
been dissolved due to the Company’s inability to effect a Business Combination
within the time frame specified in the Company’s Amended and Restated
Certificate of Incorporation, as the same may be amended from time to time.  Attached hereto is a certified copy of the
Certificate of Dissolution as filed with the Delaware Secretary of State.  Defined terms used but not otherwise defined
herein shall have the meaning ascribed to such terms in the Trust Agreement.


 


In accordance with the terms
of the Trust Agreement, we hereby authorize you to commence liquidation of the
Trust Account. You will notify the Company and                         
(the “Designated Paying Agent”) in writing as to when all of the funds
in the Trust Account will be available for immediate transfer (the “Transfer
Date”). The Designated Paying Agent shall thereafter notify you as to the
account or accounts of the Designated Paying Agent that the funds in the Trust
Account should be transferred to on the Transfer Date so that the Designated
Paying Agent may commence distribution of such funds in accordance with the
Company’s instructions. You shall have no obligation to oversee the Designated
Paying Agent’s distribution of the funds. Upon the payment to the Designated
Paying Agent of all the funds in the Trust Account, the Trust Agreement shall
terminate in accordance with the terms thereof.


 


	
   

  	
  Very truly
  yours,

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  iSTAR
  ACQUISITION CORP.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name: Jay Nydick

  
	
   

  	
   

  	
  Title:  Chief Executive Officer and President

  



 


B-1





















 


EXHIBIT C


 


[LETTERHEAD OF THE COMPANY]


 


[INSERT DATE]


 


Continental Stock Transfer & Trust
Company

17 Battery Place, 8th Floor

New York, NY 10004

Attn:  Steven Nelson, President


 


Re:          Trust Account No. 530-151804 — Distribution of Income on Property


 


Gentlemen:


 


Pursuant to Section 2(c) of the Investment Management Trust
Agreement between iStar Acquisition Corp. (the “Company”) and Continental Stock
Transfer & Trust Company (the “Trustee”), dated as of [    ],
2008 (the “Trust Agreement”), we are requesting for our working capital purposes
that you deliver to us $                        
representing income earned on the Property from           
to           .  In accordance with the terms of the Trust
Agreement, you are hereby directed and authorized to transfer said amount, less
any fees due the Trustee pursuant to Section 3(c) of the Trust
Agreement, immediately upon your receipt of this letter to the Company’s
operating account at:


 


Bank:                             

ABA #:                             

Account Name:                             

Account Number:                             

Reference: Distribution of Income Earned on Trust Property


 


	
   

  	
  Very truly yours,

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  iSTAR
  ACQUISITION CORP.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name: Jay Nydick

  
	
   

  	
   

  	
  Title:   Chief Executive Officer and President

  



 


C-1





















 


EXHIBIT D




AUTHORIZED INDIVIDUALS AND TELEPHONE NUMBERS


 


AUTHORIZED FOR TELEPHONE CALL BACK


 


COMPANY:          iStar
Acquisition Corp.


1114 Avenue of
the Americas, 39th Floor


New York, NY
10036

Attn:  Jay Nydick, Chief Executive
Officer and President

Telephone:  (212) 930-9400


 


TRUSTEE:             Continental
Stock Transfer & Trust Company

17 Battery Place, 8th Floor


New York, New
York 10004


Attn:  Steven Nelson, President


Telephone:  (212) 845-3202


 


D-1





















 


SCHEDULE A


 


Schedule of fees pursuant to Section 3(c) of
Investment Management Trust Agreement

between iStar Acquisition Corp. and

Continental Stock Transfer & Trust Company


 


	
  Fee Item

  	
   

  	
  Time and Method of Payment

  	
   

  	
  Amount

  	
   

  
	
  Initial acceptance fee

  	
   

  	
  Initial closing of IPO by wire transfer

  	
   

  	
  $

  	
  1,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Annual fee

  	
   

  	
  First year, initial closing of IPO by wire
  transfer; thereafter on the anniversary of the effective date of the IPO by
  wire transfer or check

  	
   

  	
  $

  	
  3,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Transaction processing fee for disbursements
  to Company under Sections 2(b) and 2(c)

  	
   

  	
  Deduction by Trustee from disbursement made
  to Company under Section2(c)

  	
   

  	
  $

  	
   250

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Dated:

  	
   

  	
  Agreed:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Authorized Officer 

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Continental Stock Transfer & Trust
  Co

  	
   

  	
   

  	
   

  



 


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