Exhibit 10.5


 




SUBSCRIPTION AGREEMENT


 


Jay
Sugarman

1114 Avenue of the Americas

39th Floor

New York, New York  10036


 


Jay Sugarman hereby
subscribes for SEVEN MILLION ONE HUNDRED EIGHTY-SEVEN THOUSAND FIVE HUNDRED (7,187,500)
units (the “Initial Units”) of iStar Acquisition Corp., a Delaware
corporation (the “Company”), each unit consisting of one share of common
stock, 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 per share, for
an aggregate purchase price of TWELVE THOUSAND FIVE HUNDRED DOLLARS AND 01/100
($12,500), the receipt and sufficiency of which is hereby acknowledged.  The undersigned represents and warrants to
the Company that he is an “accredited investor” as that term is defined in Rule 501
of Regulation D under the Securities Act of 1933, as amended.  Upon receipt by the Company of said
consideration on this date, the Company shall issue to the undersigned certificates
evidencing the Initial Units registered in the undersigned’s name or, if not
certificated, provide documentation reflecting the registration in the name of
the undersigned on the stock ledger of the Company.  Following such issuance of the Initial Units,
the capitalization of the Company shall be as set forth on Schedule A
hereto.  The undersigned acknowledges
that the Initial Units subscribed hereto are subject to certain transfer
restrictions to be set forth in a letter agreement, substantially in the form
of Schedule B hereto.  For so
long as the Initial Units subscribed hereto are subject to transfer
restrictions, the undersigned further acknowledges that the Initial Units shall
be held in an escrow account maintained by Continental Stock Transfer &
Trust Company pursuant to an escrow agreement, dated on or about the effective
date of the Company’s initial public offering, to be entered into by and among
the Company, Continental Stock Transfer & Trust Company and others.


 


 


 


 


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  Dated: November 7, 2007

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  JAY SUGARMAN

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/ Jay Sugarman

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Accepted and Agreed on this 7th day of
  November 2007:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  iSTAR ACQUISITION CORP.

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Jay Nydick

  	
   

  	
   

  
	
   

  	
  Name:  Jay Nydick

  	
   

  	
   

  
	
   

  	
  Title:   Chief Executive
  Officer and President

  	
   

  	
   

  



 


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SCHEDULE A


 


Capitalization of iStar Acquisition Corp.


 




	
  Stockholder

  	
   

  	
  Number of Initial Units

  	
   

  	
  Percentage of Ownership

  	
   

  
	
  iStar
  Acquisition Investor LLC

  	
   

  	
  7,187,500

  	
   

  	
  50

  	
  %

  
	
  Jay
  Sugarman

  	
   

  	
  7,187,500

  	
   

  	
  50

  	
  %

  
	
  Total

  	
   

  	
  14,375,000

  	
   

  	
  100

  	
  %

  






 


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