Exhibit
10.9


 


 


[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:


 


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.


 


In order to induce the
Company and the Underwriter to enter into the Underwriting Agreement and to
proceed with the IPO, and in recognition of the benefit that such IPO will
confer upon the undersigned as a stockholder of the Company, and for other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the undersigned hereby agrees with the Company and the
Underwriter as follows:


 


1.             As used herein, (i) a “Business
Combination” (as such term is defined in the Amended and Restated
Certificate of Incorporation of the Company); (ii) “Existing Holders”
shall mean all persons who own securities of the Company immediately prior to
the IPO, including the Company’s executive officers and directors; (iii) “Initial
Units” shall mean an aggregate of 14,375,000 Units of the Company initially
issued to iStar Acquisition Investor LLC and Jay Sugarman of which some were
subsequently transferred to other Existing Holders; (iv) “Initial
Shares” shall mean an aggregate of 14,375,000 shares of Common Stock
underlying the Initial Units; (v) “Component Shares” shall mean the
2,500,000 shares of Common Stock underlying the Private Placement Units; (vi) “IPO
Shares” shall mean the shares of Common Stock underlying the Units issued
in the Company’s IPO or any shares of Common Stock acquired in the secondary
market; (vii) “Public Stockholders” shall mean purchasers of the
Common Stock in the IPO or in the secondary market, including iStar Financial
Inc. and any of the Company’s executive officers and directors or their
affiliates to the extent that they purchase or acquire Common Stock in the IPO
or the secondary market; and (viii) “Trust Fund” shall mean the
Trust Account established under that certain Investment Management Trust
Agreement, dated as of the date hereof, between the Company and Continental
Stock Transfer & Trust Company.


 


2.             If the Company solicits approval of
its stockholders of a Business Combination, the undersigned will vote (i) all
Initial Shares, all Component Shares and any other shares of Common Stock owned
by the undersigned prior to the completion of the IPO in accordance with the
majority of the votes cast by the holders of the IPO Shares and (ii) all
other shares of the Company’s Common Stock that may be acquired by the
undersigned in or following completion of the IPO in favor of such Business
Combination.


 

















 


3.             (a)  In the event that
the Company fails to consummate a Business Combination by [    ]
[24 months from the date of the final prospectus], the undersigned will
take all reasonable actions within the undersigned’s power to (a) cause
the Trust Fund to be liquidated and, after paying or reserving for payment of the
Company’s liabilities, distributed to the holders of the IPO Shares and the
holders of the Component Shares as soon as reasonably practicable and (b) cause
the Company to liquidate as soon as reasonably practicable (the earliest date
on which the conditions in clauses (a) and (b) are both
satisfied being the “Liquidation Date”). 
The undersigned agrees that in connection with any cessation of
corporate existence of the Company, he or she will cause the Company to adopt a
plan of dissolution and distribution in accordance with Section 281(b) of
the General Corporation Law of the State of Delaware or any successor provision
thereto.


 


4.             The undersigned hereby waives any
and all right, title, interest or claim of any kind (“Claim”) to
participate in any liquidating distribution of the Trust Fund as part of the
Company’s plan of distribution with respect to any shares of Common Stock owned
by the undersigned prior to the completion of the IPO, provided that the
foregoing shall not apply to any Component Shares, IPO Shares or any shares of
Common Stock acquired in the secondary market by the undersigned.  The undersigned hereby waives any Claim the
undersigned may have in the future as a result of, or arising out of, any
contracts or agreements with the Company and will not seek recourse against the
Trust Fund for any reason whatsoever, including any tort claims.  The undersigned hereby agrees that the
Company shall be entitled to reimbursement from the undersigned for any
distribution of the Trust Account or any other amounts distributed by the
Company in connection with a liquidating distribution received by the
undersigned to which the undersigned was not entitled under this letter
agreement.


 


5.             [The
undersigned agrees to indemnify and hold harmless the Company against any and
all loss, liability, claims, damage and expense whatsoever (including, but not
limited to, any and all legal or other expenses reasonably incurred in
investigating, preparing or defending against any litigation, whether pending
or threatened, or any claim whatsoever) (collectively, “Damages”) to
which the Company may become subject as a result of any claim by any (a) vendor
or service provider who is owed money by the Company for services rendered or
products sold to the Company and (b) acquisition target, but in each case
only to the extent (i) such vendor, service provider, or acquisition
target has not executed a waiver of rights or claims to the Trust Fund, and (ii) necessary
to ensure that such Damages do not reduce the amount in the Trust Fund (or, in
the event that such claim arises after the distribution of the Trust Fund, to
the extent necessary to ensure that the Company’s former stockholders are not
liable for any amount of such Damages). 
For avoidance of doubt, the foregoing indemnification obligation of the
undersigned shall not apply to claims under the Company’s indemnification of
the underwriter of the offering (including, without limitation, the
Underwriter) against certain liabilities, including liabilities under the
Securities Act of 1933, as amended (the “Securities Act”).](1)


 


6.             [In
the case of the Company’s dissolution and liquidation, the undersigned
understands that the Company expects that all costs and expenses associated
with implementing the Company’s plan of distribution as well as payments to any
creditors, will be funded from amounts remaining out of the $200,000 of
proceeds from the IPO held outside the Trust Fund and from the $6 million in
interest income on the balance of the Trust Fund that will be released to the
Company to fund its working capital requirements, subject to adjustment as set
forth in the Warrant Agreement between the Company and Continental Stock Transfer &
Trust Company.  The undersigned further
understands that if those funds are not sufficient to cover the costs and
expenses of dissolution and liquidation of the Company, the undersigned will
indemnify and hold harmless the Company against such additional costs and
expenses of 






 (1)          This
section of the agreement will appear only in the agreement executed by iStar
Financial Inc.


 


2

















 


dissolution and liquidation,
excluding any special, indirect or consequential costs or expenses, such as
litigation pertaining to the Company’s dissolution and liquidation.](2)


 


7.             The undersigned acknowledges and
agrees that the Company will not consummate any Business Combination with an
entity that is affiliated with any Existing Holder or any of their respective
affiliates; provided that the Company may consummate
a Business Combination with such an entity if the Company receives unanimous
consent from the disinterested directors of the Company and obtains an opinion
from an unaffiliated, independent investment banking firm, which is a member of
the Financial Industry Regulatory Authority (“FINRA”), that the Business
Combination is fair to the Company’s stockholders from a financial point of
view.


 


8.             Neither the undersigned, any member
of the family of the undersigned, nor any affiliate of the undersigned will be
entitled to receive, and will not accept, any finder’s fee, reimbursement or
cash payment from the Company for services rendered to the Company prior to or in
connection with the consummation of the Business Combination, other than (i) repayment
of loans in the amount of $100,000 made to the Company by each of iStar
Financial Inc. and Jay Sugarman for the payment of offering-related and
organizational expenses; (ii) a payment of an aggregate of $7,500 per
month to iStar Financial Inc. or its subsidiary for the Company’s use of its
offices, utilities and administrative support; and (iii) reimbursement for
any reasonable out-of-pocket expenses in connection with the Company’s
activities, such as seeking and consummating a Business Combination, provided that such reimbursement has been approved by the
board of directors of the Company.


 


9.             Neither the undersigned, any member
of the family of the undersigned, nor any affiliate of the undersigned will be
entitled to receive or accept a finder’s fee or any other compensation from the
Company or any other entity or person in the event the undersigned, any member
of the family of the undersigned or any affiliate of the undersigned originates
a Business Combination, except as described in the Registration Statement.


 


10.           The undersigned hereby agrees that,
on a date that is within the five-day period following the date that is
45 days after the date of the Underwriting Agreement or, if earlier, the
date the Underwriter terminate its over-allotment option (as defined in the
Underwriting Agreement) pursuant to the terms of the Underwriting Agreement,
the undersigned will forfeit to the Company, and the Company shall accept from
the undersigned, at no cost, the number of shares of Common Stock determined by
multiplying (a) the product of (i) 1,875,000, multiplied by (ii) a
fraction, (x) the numerator of which is the number of Initial Shares held
by the undersigned, and (y) the denominator of which is the number of
Initial Shares held by all Existing Holders, by (b) a fraction, (i) the
numerator of which is 7,500,000 minus the number of shares of Common Stock
purchased by the Underwriter upon the exercise of its over-allotment option,
and (ii) the denominator of which is 7,500,000.


 


11.           [The
undersigned agrees to serve as [President,
Chief Executive Officer and Secretary]  [Chairman of the Board]  [as a member of the Board of Directors of the Company]](3) until the earlier of the consummation by the
Company of a Business Combination or the Liquidation Date; provided,
however, that nothing herein shall be
construed as providing a right of the undersigned to maintain any position if
removed by proper corporate action.  The
undersigned’s biographical information furnished to the Company and the
Underwriter and attached hereto as Exhibit A is true and accurate
in all material respects, does not omit any material information with respect
to the undersigned’s background and contains all of the information required to
be disclosed pursuant to Section 401 of Regulation S-K, promulgated
under the Securities Act.  The
undersigned’s FINRA questionnaire furnished to the 






(2)           This section of the agreement will appear only in the
agreement executed by iStar Financial Inc.


(3)           This section will reflect the relationship of the insider
to the Company, as applicable.


 


 


3

















 


Company and the Underwriter
and attached hereto as Exhibit B is true and accurate in all
material respects.](4)  The
undersigned represents and warrants that:


 


(a)           the undersigned is not subject to or a respondent in any
legal action for, any injunction, cease-and-desist order or order or
stipulation to desist or refrain from any act or practice relating to the
offering of securities in any jurisdiction;


 


(b)           the undersigned has never been convicted of or pleaded
guilty to any crime (i) involving any fraud or (ii) relating to any
financial transaction or handling of funds of another person, or (iii) pertaining
to any dealings in any securities and the undersigned is not currently a
defendant in any such criminal proceeding;


 


(c)           the undersigned has never been suspended or expelled from
membership in any securities or commodities exchange or association or had a
securities or commodities license or registrations denied, suspended or
revoked; and


 


(d)           [the
undersigned is capable of funding a shortfall in the Trust Fund to satisfy its
indemnification obligation under Section 5 above.](5)


 


12.           With respect to the undersigned’s
Initial Units, the warrants underlying the Initial Units (and the Common Stock
issued upon exercise thereof) and Initial Shares (collectively, the undersigned’s
“Initial Securities,” the undersigned shall not (a) sell, offer to
sell, contract or agree to sell, hypothecate, pledge, grant any option to
purchase or otherwise dispose of or agree to dispose of, directly or
indirectly, or, except as provided in that certain Registration Rights
Agreement dated as of the date hereof, file (or participate in the filing of) a
registration statement with the SEC in respect of, or establish or increase a
put equivalent position or liquidate or decrease a call equivalent position
within the meaning of Section 16 of the Securities Exchange Act of 1934,
as amended, and the rules and regulations of the SEC promulgated
thereunder with respect to, any Initial Securities, (b) enter into any
swap or other arrangement that transfers to another, in whole or in part, any
of the economic consequences of ownership of Initial Securities, whether any
such transaction is to be settled by delivery of shares of Common Stock, in
cash or otherwise, or (c) publicly announce an intention to effect any
transaction specified in clause (a) or (b) until one year after
the consummation of an initial Business Combination (the “Insider Lock-Up
Period”), except that if (a) during the last 17 days of the Insider
Lock-Up Period, the Company issues material news or a material event relating
to the Company occurs or (b) prior to the expiration of the Insider Lock-Up
Period, the Company announces that material news or a material event will occur
during the 16-day period beginning on the last day of the Insider Lock-Up
Period, then the Insider Lock-Up Period shall end on and include the 18th day
following the date of the issuance of the material news or the occurrence of a
material event.  Notwithstanding the
foregoing, the undersigned may transfer the undersigned’s Initial Securities
during the applicable Insider Lock-Up Period (i) to a member of the
undersigned’s immediate family, (ii) to an affiliate of the undersigned, (iii) to
a charitable organization, (iv) to a trust, the beneficiary of which is a
member of the undersigned’s immediate family, (v) by virtue of the laws of
descent and distribution upon death of the undersigned, (vi) to other
officers or directors of the Company, (vii) to current and former
directors, officers and employees of the undersigned, (vii) pursuant to a
qualified domestic relations order, or (viii) in the event of a merger,
capital stock exchange, stock purchase, asset acquisition or other similar
transaction which results in all the Company’s stockholders having the right to
exchange their shares of Common Stock for cash, securities or other property
subsequent to the Company’s consummating a Business Combination with an
acquisition target; 






(4)           This section of the agreement will appear only in the
agreements executed by the directors and officers of the Company.


(5)           This section of the agreement will appear only in the
agreement executed by iStar Financial Inc.


 


 


4

















 


 


provided, however, that the permissive transfers pursuant to
clauses (i) — (vii) may be implemented only upon the respective
transferee’s written agreement to be bound by the terms and conditions of this
Agreement.  During the applicable Insider
Lock-Up Period, the undersigned shall not grant a security interest in the
undersigned’s Initial Securities.


 


13.           With respect to the undersigned’s
Private Placement Warrants or shares issuable upon exercise thereof, Private
Placement Units and Component Shares (the “Private Placement Securities”),
the undersigned shall not (a) sell, offer to sell, contract or agree to
sell, hypothecate, pledge, grant any option to purchase or otherwise dispose of
or agree to dispose of, directly or indirectly, or, except as provided in that
certain Registration Rights Agreement dated as of the date hereof, file (or
participate in the filing of) a registration statement with the SEC in respect
of, or establish or increase a put equivalent position or liquidate or decrease
a call equivalent position within the meaning of Section 16 of the
Securities Exchange Act of 1934, as amended, and the rules and regulations
of the SEC promulgated thereunder with respect to, any Placement Securities, (b) enter
into any swap or other arrangement that transfers to another, in whole or in
part, any of the economic consequences of ownership of Placement Securities,
whether any such transaction is to be settled by delivery of shares of Common
Stock or other securities, in cash or otherwise, or (c) publicly announce
an intention to effect any transaction specified in clause (a) or (b) until
the consummation of an initial Business Combination (the “Private Placement
Securities Lock-Up Period”), except that if (a) during the last 17
days of the Private Placement Securities Lock-Up Period, the Company issues
material news or a material event relating to the Company occurs or (b) prior
to the expiration of the Private Placement Securities Lock-Up Period, the
Company announces that material news or a material event will occur during the
16-day period beginning on the last day of the Private Placement Securities
Lock-Up Period, then the Private Placement Securities Lock-Up Period shall end
on and include the 18th day following the date of the issuance of the material
news or the occurrence of the material event. 
Notwithstanding the foregoing, the undersigned may transfer the undersigned’s
Placement Securities during the applicable Private Placement Securities Lock-Up
Period (i) to a member of the undersigned’s immediate family, (ii) to
an affiliate of the undersigned, (iii) to a charitable organization, (iv) to
a trust, the beneficiary of which is a member of the undersigned’s immediate
family, (v) by virtue of the laws of descent and distribution upon death
of the undersigned, (vi) to other officers or directors of the Company, (vii) to
current and former directors, officers and employees of the undersigned, (vii) pursuant
to a qualified domestic relations order, or (viii) in the event of a
merger, capital stock exchange, stock purchase, asset acquisition or other
similar transaction which results in all the Company’s stockholders having the
right to exchange their shares of Common Stock for cash, securities or other
property subsequent to the Company’s consummating a Business Combination with
an acquisition target; provided, however, that the permissive transfers pursuant to
clauses (i) — (vii) may be implemented only upon the respective
transferee’s written agreement to be bound by the terms and conditions of this
Agreement.  During the applicable Private
Placement Securities Lock-Up Period, the undersigned shall not grant a security
interest in the undersigned’s Placement Securities.


 


14.           The undersigned has full right and
power, without violating any agreement by which the undersigned is bound
(including, without limitation, any non-competition or non-solicitation
agreement with any employer or former employer), to enter into this letter
agreement and serve as [[President,
Chief Executive Officer and Secretary,]  [Chairman of the Board,]  [as a member of the Board of Directors of the Company]],(6) and hereby consents to being named in the
Registration Statement as a[n]  [officer][director] of the
Company.


 


15.           The undersigned agrees that until the
consummation of a Business Combination or the cessation of the corporate
existence of the Company, whichever is earlier, the undersigned will not 






(6)           This section will reflect the relationship of the insider
to the Company, as applicable.


 


 


5

















 


participate in the formation
of any blank check company or any entity commonly regarded as a “special
purpose acquisition company.”


 


16.           The undersigned agrees that until the
consummation of a Business Combination, the undersigned will not recommend or
take any action to amend or waive any provisions of Article Fifth or Article Sixth
of the Company’s Amended and Restated Certificate of Incorporation.


 


17.           The undersigned acknowledges and
understands that the Company will rely upon the agreements, representations and
warranties set forth herein in proceeding with the IPO.


 


18.           This letter agreement shall be
binding on the undersigned and such person’s respective successors, heirs,
personal representatives and assigns. 
This letter agreement shall terminate on the earlier of (a) the
consummation of the Business Combination, and (b) the Liquidation Date; provided that such termination shall not relieve the
undersigned from liability for any breach of this agreement prior to its
termination, [and provided
further that Section 5 of this
letter agreement shall survive a termination pursuant to clause (b).](7)


 


19.           This letter agreement shall be
governed by and interpreted and construed in accordance with the laws of the
State of New York applicable to contracts formed and to be performed entirely
within the State of New York, without regard to the conflicts of law provisions
thereof to the extent such principles or rules would require or permit the
application of the laws of another jurisdiction.


 


20.           No term or provision of this letter
agreement may be amended, changed, waived, altered or modified except by
written instrument executed and delivered by the party against whom such
amendment, change, waiver, alteration or modification is to be enforced.


 


21.           The undersigned hereby agrees that
any action, proceeding or claim against the undersigned arising out of, or
relating in any way to this letter 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 submits to such jurisdiction.


 


22.           The undersigned hereby irrevocably and
unconditionally waives the right to a trial by jury in any action, suit,
counterclaim or other proceeding (whether based on contract, tort or otherwise)
arising out of, connected with or relating to this letter agreement.


 






(7)           This section of the agreement will appear only in the
agreement executed by iStar Financial Inc.


 


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  [Name of Existing Holder]

  
	
   

  	
   

  	
   

  
	
  Accepted and agreed:

  	
   

  
	
   

  	
   

  	
   

  
	
  iSTAR ACQUISITION CORP.

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
  Name: Jay Nydick

  	
   

  
	
   

  	
  Title: President and Chief
  Executive Officer

  	
   

  
	
   

  	
   

  	
   

  
	
  BANC OF AMERICA SECURITIES LLC

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  



 


 


 


 


7

















 


 


Exhibit A


 


Biographical Information
Furnished to the Company and the Underwriter


 


 


 


8

















 


Exhibit B


 


FINRA
Questionnaire Furnished to the Company and the Underwriter


 


 


 


9