Exhibit 10.11


 


PROMISSORY NOTE


	
  $100,000.00

  	
  As of November 7, 2007

  



 


iSTAR ACQUISITION CORP. (the “Maker”) promises to pay to
the order of Jay Sugarman (the “Payee”) the principal sum of One Hundred
Thousand Dollars ($100,000.00) in lawful money of the United States of America
on the terms and conditions described below.


1.             Principal. 
The principal balance of this Promissory Note (this “Note”) shall
be repayable on the earlier of (a) November 31, 2008 or (b) the date on which
Maker consummates an initial public offering of its securities.


2.             Interest. 
No interest shall accrue on the unpaid principal balance of this Note.


3.             Events of Default.  Each of the following shall constitute an “Event
of Default”:


(a)           Failure to Make Required Payments.  Failure by Maker to pay the principal of this
Note within five (5) business days following the date when due.  A “business day” for these purposes
means any weekday on which banking or trust institutions in New York are not
authorized generally or obligated by law, regulation or executive order to
close.


(b)           Voluntary Bankruptcy, Etc.  The commencement by Maker of a voluntary case
under the Federal Bankruptcy Code, as now constituted or hereafter amended, or
any other applicable federal or state bankruptcy, insolvency, reorganization,
rehabilitation or other similar law, or the consent by it to the appointment of
or taking possession by a receiver, liquidator, assignee, trustee, custodian,
sequestrator (or other similar official) of Maker or for any substantial part
of its property, or the making by it of any assignment for the benefit of
creditors, or the failure of Maker generally to pay its debts as such debts
become due, or the taking of corporate action by Maker in furtherance of any of
the foregoing.


(c)           Involuntary Bankruptcy, Etc.  The entry of a decree or order for relief by
a court having jurisdiction in the premises in respect of Maker in an
involuntary case under the Federal Bankruptcy Code, as now constituted or
hereafter amended, or any other applicable federal or state bankruptcy,
insolvency or other similar law, or appointing a receiver, liquidator,
assignee, custodian, trustee, sequestrator (or similar official) of Maker or
for any substantial part of its property, or ordering the winding-up or
liquidation of its affairs, and the continuance of any such decree or order
unstayed and in effect for a period of sixty (60) consecutive days.


4.             Remedies.


(a)           Upon the occurrence of an Event of
Default specified in Section 3(a), Payee may, by written notice to Maker,
declare this Note to be due and payable, whereupon the principal amount of this
Note, and all other amounts payable thereunder, shall become immediately due
and payable without presentment, demand, protest or other notice of any kind,
all of which are hereby expressly waived, notwithstanding anything contained
herein or in the documents evidencing the same to the contrary.


(b)           Upon the occurrence of an Event of
Default specified in Sections 3(b) and 3(c), the unpaid principal balance
of, and all other sums payable with regard to, this Note shall


 

















 


automatically
and immediately become due and payable, in all cases without any action on the
part of Payee.


5.             Waivers. 
Maker and all endorsers and guarantors of, and sureties for, this Note
waive presentment for payment, demand, notice of dishonor, protest, and notice
of protest with regard to the Note, all errors, defects and imperfections in
any proceedings instituted by Payee under the terms of this Note, and all
benefits that might accrue to Maker by virtue of any present or future laws
exempting any property, real or personal, or any part of the proceeds arising
from any sale of any such property, from attachment, levy or sale under
execution, or providing for any stay of execution, exemption from civil process,
or extension of time for payment.


6.             Unconditional Liability.  Maker and all endorsers and guarantors of,
and sureties for, this Note waive all notices in connection with the delivery,
acceptance, performance, default, or enforcement of the payment of this Note,
and agree that liability shall be unconditional, without regard to the
liability of any other party, and shall not be affected in any manner by any
indulgence, extension of time, renewal, waiver or modification granted or
consented to by Payee, and consent to any and all extensions of time, renewals,
waivers, or modifications that may be granted by Payee with respect to the
payment or other provisions of this Note, and agree that additional makers,
endorsers, guarantors, or sureties may become parties hereto without notice to
them or affecting their liability hereunder.


7.             Notices. 
Any notice called for hereunder shall be deemed properly given if
(a) sent by certified mail, return receipt requested, (b) personally
delivered, (c) dispatched by any form of private or governmental express
mail or delivery service providing receipted delivery, or (d) sent by
facsimile, to the following addresses or to such other address as either party
may designate by notice in accordance with this Section:


If to Maker:


iStar Acquisition Corp.

1114 Avenue of the Americas, 39th Floor

New York, New York 10036

Attention: Jay Nydick, Chief Executive Officer and President


If to Payee:


Jay Sugarman

iStar Financial Inc.

1114 Avenue of the Americas, 39th Floor

New York, New York 10036


Notice shall be deemed
given on the earlier of (i) actual receipt by the receiving party,
(ii) the date shown on a facsimile transmission confirmation,
(iii) the date reflected on a signed delivery receipt, or (iv) two
(2) business days following tender of delivery or dispatch by express mail or
delivery service.


8.             Construction. 
This Note shall be governed by, construed and enforced in accordance
with, the laws of the State of New York, without giving effect to the conflicts
of laws principles thereof.


9.             Severability. 
Any provision contained in this Note which is prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be
ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such prohibition or unenforceability
in any jurisdiction shall not invalidate or render unenforceable such provision
in any other jurisdiction.


 


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IN
WITNESS WHEREOF,
Maker, intending to be legally bound hereby, has caused this Promissory Note to
be duly executed by the authorized officer named below the day and year first
above written.


	
   

  	
  iSTAR ACQUISITION CORP.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Jay S.
  Nydick

  
	
   

  	
  By: Jay S.
  Nydick

  
	
   

  	
  Title: Chief
  Executive Officer and President

  



 


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