Exhibit
10.7


 


iSTAR
ACQUISITION CORP.


 


FORM OF PRIVATE
PLACEMENT UNIT PURCHASE AGREEMENT


 


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”).


 


WHEREAS,
the Company has filed a registration statement on Form S-1 (the “Registration
Statement”) under the Securities Act of 1933, as amended (the “Securities
Act”) with the Securities and Exchange Commission (“SEC”) in
connection with a proposed initial public offering (the “IPO”) of up to
57,500,000 units, each unit consisting of one share of common stock of the
Company, 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;
and


 


WHEREAS,
immediately prior to the consummation of the IPO, the Company desires to issue
and sell, and the Purchaser desires to purchase, upon the terms and conditions
set forth in this Agreement, 2,500,000 additional units (the “Private
Placement Units”) at $10.00 per unit, each unit consisting of one share of
Common Stock (the “Private Placement Common Stock”) and one warrant to
purchase one share of Common Stock at an exercise price of $7.50 per share (the
“Private Placement Warrants” and collectively with the Private Placement
Units and the Private Placement Common Stock, the “Private Placement
Securities”), for an aggregate purchase price of $25,000,000 (the “Purchase
Price”);


 


NOW,
THEREFORE, for and in consideration of the premises and the mutual covenants
hereinafter set forth, the parties hereto do hereby agree as follows:


 


1.             Sale
and Purchase of Private Placement Units. 
Subject to and immediately prior to the consummation of the IPO, the
Company shall issue and sell to the Purchaser, and the Purchaser shall purchase
from the Company, the Private Placement Units for the Purchase Price.


 


2.             Closing.  The closing of the purchase and sale of the
Private Placement Units hereunder, including payment for and delivery of the
Private Placement Units, will take place at the offices of the Company or the
Company’s legal counsel immediately prior to, and shall be subject to, the completion
of the IPO.  At the closing, the Company
shall deliver to the Purchaser one or more certificates evidencing the Private
Placement Units, substantially in the form attached hereto as EXHIBIT A,
registered in the Purchaser’s name, upon the payment of the Purchase Price in
immediately available funds by wire transfer to an account designated by the
Company.  The Company shall deposit the
Purchase Price into the trust account described in the Registration Statement.


 


3.             Lock-Up
Agreement.


 


3.1           At or prior to the closing of the
IPO, the Purchaser shall enter into a lock-up agreement with the underwriter of
the IPO, Banc of America Securities LLC, pursuant to which the Purchaser shall
agree not to sell the Private Placement Securities (and any shares of Common
Stock issuable upon the exercise of the Private Placement Warrants) until after
the consummation of the Company’s initial Business Combination (the “Lock-Up
Period”), except for certain permitted transfers.  For purposes of this Agreement, “Business
Combination” shall have the meaning given to it in the Amended and Restated
Certificate of Incorporation of the Company, as the same may be amended from
time to time.


 

















 


4.             Representations
and Warranties of the Company.  In
connection with the issuance and sale of the Private Placement Units, the
Company hereby represents and warrants to the Purchaser the following:


 


4.1           The Company is a
corporation duly incorporated, validly existing and in good standing under the
laws of the State of Delaware and the Company has all necessary corporate power
and authority to enter into this Agreement and to consummate the transactions
contemplated hereby.


 


4.2           All corporate action
necessary to be taken by the Company to authorize the execution, delivery and
performance of this Agreement and all other agreements and instruments delivered
by the Company in connection with the transactions contemplated hereby has been
duly and validly taken and this Agreement has been duly executed and delivered
by the Company.  This Agreement
constitutes the valid, binding and enforceable obligation of the Company,
enforceable in accordance with its terms, except as enforceability may be
limited by applicable bankruptcy, insolvency, reorganization, moratorium,
fraudulent transfer or similar laws of general application now or hereafter in
effect affecting the rights and remedies of creditors and by general principles
of equity (regardless of whether enforcement is sought in a proceeding at law
or in equity).  The issuance and sale by
the Company of the Private Placement Units does not conflict with the amended
and restated certificate of incorporation or by-laws of the Company or any
material contract by which the Company or its property is bound, or any federal
or state laws or regulations or decree, ruling or judgment of any United States
or state court applicable to the Company or its property.


 


4.3           Upon issuance in
accordance with, and payment pursuant to, the terms hereof, the Purchaser will
have good title to the Private Placement Securities and the shares of Common
Stock underlying the Private Placement Warrants free and clear of all liens,
claims and encumbrances of any kind, other than transfer restrictions hereunder
and under other agreements contemplated hereby.


 


5.             Representations
and Warranties of the Purchaser.  The
Purchaser hereby represents and warrants to the Company that:


 


5.1           The Purchaser is an “accredited
investor” as that term is defined in Rule 501 of Regulation D
promulgated under the Securities Act.


 


5.2           The Units are being acquired for the
Purchaser’s own account, only for investment purposes and not with a view to,
or for resale in connection with, any public distribution or public offering
thereof within the meaning of the Securities Act.


 


5.3           The Purchaser is a corporation duly
organized, validly existing and in good standing under the laws of the State of
Maryland.  The Purchaser has all
necessary corporate power and authority to enter into this Agreement and to
consummate the transactions contemplated hereby.


 


5.4           All corporate action necessary to be
taken by the Purchaser to authorize the execution, delivery and performance of
this Agreement and all other agreements and instruments delivered by the
Purchaser in connection with the transactions contemplated hereby has been duly
and validly taken and this Agreement has been duly executed and delivered by
the Purchaser.  This Agreement
constitutes the valid, binding and enforceable obligation of the Purchaser,
enforceable in accordance with its terms, except as enforceability may be
limited by applicable bankruptcy, insolvency, reorganization, moratorium,
fraudulent transfer or similar laws of general application now or hereafter in
effect affecting the rights and remedies of creditors and by general principles
of equity (regardless of whether enforcement is sought in a proceeding at law
or in equity).  The purchase by the
Purchaser of the Private Placement Units does not conflict with the
organizational documents of the Purchaser or with any


 


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material contract by which the Purchaser or its property is bound, or
any laws or regulations or decree, ruling or judgment of any court applicable
to the Purchaser or its property.


 


6.             Registration Rights Agreement.  At the time of the completion of the IPO, the
Company and the Purchaser shall enter into a registration rights agreement
pursuant to which the Company will grant certain registration rights to the
Purchaser relating to the Private Placement Securities and the shares of Common
Stock underlying the Private Placement Warrants.


 


7.             Successors and Assigns.  Except as otherwise expressly provided
herein, all covenants and agreements contained in this Agreement by or on
behalf of any of the parties hereto shall bind and inure to the benefit of the
respective successors of the parties hereto whether so expressed or not.  Notwithstanding the foregoing or anything to
the contrary herein, the parties may not assign this Agreement or their
obligations hereunder.


 


8.             Amendments.  This Agreement may not be amended, modified
or waived, in whole or in part, except by an agreement in writing signed by
each of the parties hereto.


 


9.             Waiver of Claims;
Indemnification. The Purchaser hereby waives any and all rights to assert
any present or future claims, including any right of rescission, against the
Company or Banc of America Securities LLC with respect to the Purchaser’s
purchase of the Private Placement Securities, and the Purchaser agrees to
indemnify and hold the Company and Banc of America Securities LLC harmless from
all losses, damages or expenses that relate to claims or proceedings brought
against the Company or Banc of America Securities LLC by any of the Purchaser’s
transferees, heirs, successors, assigns or any subsequent holders of the Private
Placement Securities or any shares of Common Stock underlying the Private
Placement Warrants.


 


10.           Counterparts; Facsimile.  This Agreement may be executed in any number
of counterparts, each of which when so executed shall be deemed to be an
original and all of which taken together shall constitute one and the same
instrument.  This Agreement or any
counterpart may be executed via facsimile transmission, and any such executed
facsimile copy shall be treated as an original.


 


11.           Governing Law.  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.  The parties
hereby agree that any action, proceeding or claim against it arising out of or
relating in any way to this Agreement shall be brought and enforced in the courts
of the State of New York or the United States District Court for the Southern
District of New York, and irrevocably submit to such jurisdiction, which
jurisdiction shall be exclusive.  The
parties hereby waive any objection to such exclusive jurisdiction and agree not
to plead or claim that such courts represent an inconvenient forum.


 


12.           Third Party Beneficiary. This
Agreement is intended for the benefit of the parties hereto and their
respective permitted successors and assigns, and is not for the benefit of, nor
may any provision hereof be enforced by, any other person; provided that Banc
of America Securities LLC shall be a third party beneficiary of this Agreement.


 


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Blank]


 


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IN WITNESS
WHEREOF, the parties hereto have executed this Agreement as of the date first
written above.


 


	
   

  	
  COMPANY:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  iSTAR ACQUISITION CORP.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name: Jay
  Nydick

  
	
   

  	
   

  	
  Title: Chief
  Executive Officer and President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  PURCHASER:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  iSTAR
  FINANCIAL INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name: Jay
  Sugarman

  
	
   

  	
   

  	
  Title:
  Chairman and Chief Executive Officer

  
					



 


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