Exhibit
4.3.2


 


Private
and Co-Investment Warrants


 


SUBJECT TO THE TERMS SET FORTH HEREIN, THIS WARRANT
CERTIFICATE (I) CANNOT BE TRANSFERRED OR EXCHANGED UNTIL FIVE BUSINESS DAYS
AFTER THE EARLIER TO OCCUR OF THE EXPIRATION OF THE UNDERWRITER’S OVER-ALLOTMENT
OPTION TO PURCHASE UP TO 7,500,000 ADDITIONAL UNITS TO COVER OVER-ALLOTMENTS OR
THE EXERCISE IN FULL BY THE UNDERWRITER OF SUCH OPTION (THE “DETACHMENT DATE”)
UNLESS INCLUDED WITH A SHARE OF COMMON STOCK OF iSTAR ACQUISITION CORP. AS PART OF
A UNIT AND (II) CANNOT BE EXERCISED IN WHOLE OR IN PART UNTIL THE
LATER OF THE COMPANY’S CONSUMMATION OF ITS INITIAL BUSINESS COMBINATION (AS
DEFINED IN THE COMPANY’S AMENDED AND RESTATED CERTIFICATE OF INCORPORATION AND
[                    ],
2009 [ONE YEAR AFTER THE DATE OF THE FINAL PROSPECTUS RELATING TO THE INITIAL
PUBLIC OFFERING OF THE UNITS].


 


The securities
represented by this Warrant Certificate (including the underlying common stock
issuable upon exercise of these Warrants) have not been registered under the
Securities Act of 1933, as amended, or the securities laws of any state or
other jurisdiction, and may not be transferred in violation of such act and
laws, or an exemption from registration therefrom.


 


The securities represented by this Warrant Certificate
(including the underlying common stock issuable upon exercise of these
Warrants) are subject to additional restrictions on transfer and other
agreements set forth in (I) the Letter Agreement, dated as of [    ],
2008, as may be amended from time to time, by and among the holder, the Company
and Banc of America Securities LLC and (II) the Warrant Agreement, dated
as of [    ], 2008, as may be amended from time to time, by
and between the Company and the Warrant Agent. 
Copies of such agreements may be obtained by the holder hereof at the
Company’s principal place of business without charge.


 


EXERCISABLE ONLY IF COUNTERSIGNED BY THE
WARRANT

AGENT AS PROVIDED HEREIN.


 


Warrant Certificate evidencing


 


Warrants to Purchase Common Stock, par value
$0.0001 per share (the “Common Stock”), 

as described herein.


 


iSTAR ACQUISITION CORP.


 


	
  No.                     

  	
   

  	
  CUSIP
  No. [                      ]

  



 


VOID AFTER 5:00 P.M., NEW YORK
CITY TIME, ON [                      ],
2013 [FIVE YEARS AFTER THE DATE OF THE FINAL PROSPECTUS RELATING TO THE INITIAL
PUBLIC OFFERING OF THE UNITS], 

OR UPON EARLIER REDEMPTION


 


This certifies that                                             ,
or its registered assigns, is the registered holder of                                                                   
warrants to purchase certain securities (each a “Warrant”).  Each Warrant entitles the holder thereof,
subject to the provisions contained herein and in the Warrant Agreement (as defined
below), to purchase from iStar Acquisition Corp., a Delaware corporation (the “Company”),
one (1) share of the Company’s Common Stock (each a “Share”), at
the exercise price set


 

















 


forth in the Warrant
Agreement.  The exercise price of each
Warrant (the “Exercise Price”) shall be $7.50 initially, subject to
adjustments as set forth in the Warrant Agreement.


 


Subject to the terms of the Warrant Agreement, each
Warrant evidenced hereby may be exercised in whole, but not in part, at any
time, as specified herein, on any Business Day (as defined below) occurring
during the period (the “Exercise Period”) commencing on the later of the
date of the consummation of the Company’s initial Business Combination (as such
term is defined in the Amended and Restated Certificate of Incorporation of the
Company) and [                      ],
2009 [one year after the date of the final prospectus relating to the initial
public offering of the units] and ending at 5:00 P.M., New York City time,
on the earlier to occur of [                      ],
2013 [five years after the date of the final prospectus relating to the initial
public offering of the units] or the Redemption Date (the “Expiration Date”).  Each Warrant remaining unexercised after 5:00 P.M.,
New York City time on the Expiration Date shall become void, and all rights of
the holder of this Warrant Certificate evidencing such Warrant shall cease.


 


The holder of the Warrants represented by this Warrant
Certificate may exercise any Warrant evidenced hereby by delivering, not later
than 5:00 P.M., New York City time, on any Business Day during the
Exercise Period (the “Exercise Date”) to Continental Stock Transfer &
Trust Company (the “Warrant Agent,” which term includes any successor
warrant agent under the Warrant Agreement) at its corporate trust department at
17 Battery Place, New York, NY 10004, (i) this Warrant Certificate, (ii) an
election to purchase (“Election to Purchase”), properly executed by the
holder hereof on the reverse of this Warrant Certificate (the “Participant”)
substantially in the form included on the reverse of hereof, as applicable and (iii) the
Exercise Price for each Warrant to be exercised in lawful money of the United
States of America by certified or official bank check or by bank wire transfer
in immediately available funds; provided, however, that so long as these Warrants are held by their
original purchaser or its Permitted Transferees (as defined in the Warrant
Agreement), the holder of this Warrant Certificate may, in lieu of payment of
the Exercise Price, surrender its Warrants for that number of shares of Common
Stock equal to the quotient obtained by dividing (x) the product of the
number of shares of Common Stock underlying the surrendered Warrants,
multiplied by the difference between the fair market value and the Exercise
Price by (y) the fair market value. 
In this context, the fair market value shall mean the average reported
last sale price of the Common Stock for the 10 trading days ending on the third
trading day prior to the date on which the Election to Purchase is sent to the
Warrant Agent.


 


These Warrants are not subject to redemption by the
Company.


 


If any of (a) this Warrant Certificate, (b) the
Election to Purchase, (c) the Exercise Price therefor or (d) surrendered
Warrants  is received by the Warrant Agent after
5:00 P.M., New York City time, the Warrants will be deemed to be received
and exercised on the Business Day next succeeding the date such items are
received and such date shall be the Exercise Date for purposes hereof.  If the date such items are received is not a
Business Day, the Warrants will be deemed to be received and exercised on the
next succeeding day which is a Business Day and such date shall be the Exercise
Date.  If the Warrants to be exercised
are received or deemed to be received after the Expiration Date, the exercise
thereof will be null and void and any funds delivered to the Warrant Agent will
be returned to the holder as soon as practicable.  In no event will interest accrue on funds
deposited with the Warrant Agent in respect of an exercise or attempted
exercise of Warrants.  The validity of
any exercise of Warrants will be determined by the Warrant Agent in its sole
discretion and such determination will be final and binding upon the holder of
the Warrants and the Company.  Neither
the Warrant Agent nor the Company shall have any obligation to inform a holder
of Warrants of the invalidity of any exercise of Warrants.


 


2

















 


As used herein, the term “Business Day” means
any day that is not a Saturday or Sunday and is not a United States federal
holiday or a day on which banking institutions generally are authorized or
obligated by law or regulation to close in New York City.


 


Warrants may be exercised only in whole numbers of
Warrants.  No fractional shares of Common
Stock are to be issued upon the exercise of any Warrant, but rather the number
of shares of Common Stock to be issued shall be rounded up to the nearest whole
number.  If fewer than all of the Warrants
evidenced by this Warrant Certificate are exercised, a new Warrant Certificate
for the number of Warrants remaining unexercised shall be executed by the
Company and countersigned by the Warrant Agent as provided in [Section 2]
of the Warrant Agreement, and delivered to the holder of this Warrant
Certificate at the address specified on the books of the Warrant Agent or as
otherwise specified by such Registered Holder.


 


Notwithstanding the foregoing, the Company shall not
be obligated to deliver any Shares pursuant to the exercise of a Warrant and
shall have no obligation to settle a Warrant exercise unless a registration
statement under the Securities Act of 1933, as amended (the “Securities Act”),
with respect to the Shares is effective and a current prospectus is on file
with the Securities and Exchange Commission (the “Commission”) and
available for use.  In the event that a
registration statement with respect to the Shares underlying a Warrant is not
effective under the Securities Act or a current prospectus is not on file with
the Commission or available for use, the holder of such Warrant shall not be
entitled to exercise such Warrant. 
Notwithstanding anything to the contrary in the Warrant Agreement and
this Warrant Certificate, under no circumstances will the Company be required
to net cash settle a Warrant exercise. 
Warrants may not be exercised by, or Shares issued to, any registered
holder in any state in which such exercise or issuance would be unlawful.  For the avoidance of doubt, as a result of [Section 3.3.4]
of the Warrant Agreement and the foregoing, any or all of the Warrants may
expire unexercised.


 


This Warrant Certificate is issued under and in
accordance with the Warrant Agreement, dated as of [                    ],
2008 (the “Warrant Agreement”), between the Company and the Warrant
Agent and is subject to the terms and provisions contained in the Warrant
Agreement, to all of which terms and provisions the holder of this Warrant
Certificate and the beneficial owners of the Warrants represented by this
Warrant Certificate consent by acceptance hereof.  Copies of the Warrant Agreement are on file
and can be inspected at the above-mentioned office of the Warrant Agent and at
the office of the Company at 1114 Avenue of the Americas, 39th Floor, New York,
New York  10036.


 


The accrual of dividends, if any, on the Shares issued
upon the valid exercise of any Warrant will be governed by the terms generally
applicable to such Shares.  From and
after the issuance of such Shares, the former holder of the Warrants exercised
will be entitled to the benefits generally available to other holders of Shares
and such former holder’s right to receive payments of dividends and any other
amounts payable in respect of the Shares shall be governed by, and shall be
subject to, the terms and provisions generally applicable to such Shares.


 


The Exercise Price and the number of Shares
purchasable upon the exercise of each Warrant shall be subject to adjustment as
provided pursuant to [Section 4] of the Warrant Agreement.


 


Prior to the Detachment Date, the Warrants represented
by this Warrant Certificate may be exchanged or transferred only together with
the Shares to which such Warrant is attached (together, a “Unit”), and
only for the purpose of effecting, or in conjunction with, an exchange or transfer
of such Unit.  Additionally, prior to the
Detachment Date, each transfer of such Unit on the register of the Units shall
operate also to transfer the Warrants included in such Units.  From and after the Detachment Date, the above
provisions shall be of no further force and effect.  Upon due presentment for registration of
transfer or exchange of this Warrant Certificate at the stock transfer division
of the Warrant Agent, the


 


3

















 


Company shall execute, and
the Warrant Agent shall countersign and deliver, as provided in [Section 5]
of the Warrant Agreement, in the name of the designated transferee one or more
new Warrant Certificates of any authorized denomination evidencing in the
aggregate a like number of unexercised Warrants, subject to the limitations
provided in the Warrant Agreement.


 


Neither this Warrant Certificate nor the Warrants
evidenced hereby shall entitle the holder hereof or thereof to any of the
rights of a holder of the Shares, including, without limitation, the right to
receive dividends, if any, or payments upon the liquidation, dissolution or
winding up of the Company or to exercise voting rights, if any, until the
Warrants evidenced hereby are exercised.


 


The Warrant Agreement and this Warrant Certificate may
be amended as provided in the Warrant Agreement, including, under certain
circumstances described therein, without the consent of the holder of this
Warrant Certificate or the Warrants evidenced hereby.


 


THIS WARRANT CERTIFICATE AND ALL RIGHTS HEREUNDER
AND UNDER THE WARRANT 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.


 


This Warrant Certificate shall not be entitled to any
benefit under the Warrant Agreement or be valid or obligatory for any purpose,
and no Warrant evidenced hereby may be exercised, unless this Warrant
Certificate has been countersigned by the manual or facsimile signature of the
Warrant Agent.


 


4

















 


IN WITNESS WHEREOF,
the Company has caused this instrument to be duly executed.


 


	
  Dated as of
                      ,
  2008

  	
   

  
	
   

  	
   

  
	
   

  	
  iSTAR
  ACQUISITION CORP.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Chairman of the Board

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Secretary

  
	
   

  
	
   

  
	
  CONTINENTAL
  STOCK TRANSFER & TRUST COMPANY,

  
	
  as Warrant Agent

  
	
   

  
	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
  Authorized
  Officer

  
					



 


5

















 


[REVERSE]


 


Instructions for Exercise of
Warrant


 


To exercise the Warrants evidenced hereby, the holder
or Participant must, by 5:00 P.M., New York City time, on the specified
Exercise Date, deliver to the Warrant Agent at the office of the Warrant Agent,
or at the office of its successor as Warrant Agent, in the Borough of
Manhattan, City of New York, cash, a certified or official bank check or a wire
transfer in immediately available funds, in each case payable to the Warrant
Agent at Account No.           ,
in an amount equal to the Exercise Price in full for the Warrants exercised ; provided, however, that
the holder of these Warrants may elect to, in lieu of payment of the Exercise
Price, surrender its Warrants for that number of shares of Common Stock equal
to the quotient obtained by dividing (x) the product of the number of
shares of Common Stock underlying the surrendered Warrants, multiplied by the
difference between the fair market value and the Exercise Price by (y) the
fair market value.  In addition, the
Warrant holder or Participant must provide the information required below and
deliver this Warrant Certificate to the Warrant Agent at the address set forth
below.  The Warrant Certificate and this
Election to Purchase must be received by the Warrant Agent by 5:00 P.M.,
New York time, on the specified Exercise Date.


 


ELECTION TO PURCHASE

TO BE EXECUTED IF WARRANT HOLDER DESIRES

TO EXERCISE THE WARRANTS EVIDENCED HEREBY


 


The undersigned hereby irrevocably elects to exercise,
on                     ,
                    
(the “Exercise Date”),                     
Warrants, evidenced by this Warrant Certificate, to purchase,                     
of the shares of Common Stock (each a “Share”) of iStar Acquisition Corp.,
a Delaware corporation (the “Company”), and represents that, on or
before the Exercise Date, such holder has tendered payment for such Shares by
cash, certified or official bank check or bank wire transfer in immediately
available funds to the order of the Company, c/o Continental Stock Transfer &
Trust Company, 17 Battery Place, New York, New York 10004, in the amount of $                    
in accordance with the terms hereof or, at the election of the holder, the
holder (in lieu of payment of the Exercise Price for the Warrants) has
surrendered Warrants for that number of shares of Common Stock equal to the
quotient obtained by dividing (x) the product of the number of shares of
Common Stock underlying the surrendered Warrants, multiplied by the difference
between the fair market value and the Exercise Price by (y) the fair
market value in accordance with the terms hereof.  The undersigned requests that said number of
Shares be in fully registered form, registered in such names and delivered, all
as specified in accordance with the instructions set forth below.


 


If said number of Shares is less than all of the
Shares purchasable hereunder, the undersigned requests that a new Warrant
Certificate evidencing the remaining balance of the Warrants evidenced hereby
be issued and delivered to the holder of the Warrant Certificate unless
otherwise specified in the instructions below.


 


6

















 


	
  Dated: 

  	
   

  	
  ,

  	
   

  	
   

  	
   

  
	
   

  	
   

  
	
  Name

  	
   

  	
   

  	
  (Please Print)

  
	
   

  	
   

  
	
  / / / /-/ / /-/
  / / / /

  	
   

  	
   

  
	
  (Insert Social
  Security or Other Identifying Number

  	
  Address

  	
   

  
	
  of Holder)

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Signature

  	
   

  	
   

  	
   

  	
   

  
											



 


This Warrant may only be exercised by presentation to
the Warrant Agent at one of the following locations:


 


By hand at:


 


By mail at:


 


The method of delivery of this Warrant Certificate is
at the option and risk of the exercising holder and the delivery of this
Warrant Certificate will be deemed to be made only when actually received by
the Warrant Agent.  If delivery is by
mail, registered mail with return receipt requested, properly insured, is
recommended.  In all cases, sufficient
time should be allowed to assure timely delivery.


 


(Instructions as to form and delivery of Shares and/or
Warrant Certificates)


 


	
  Name in which
  Shares are to be registered if other than in the name of the registered
  holder of this Warrant Certificate:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Address to which
  Shares are to be mailed if other than to the

  	
   

  	
   

  
	
  address of the
  registered holder of this Warrant Certificate as

  	
   

  	
   

  
	
  shown on the
  books of the Warrant Agent:

  	
   

  	
  (Street Address)

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (City and State)
  (Zip Code)

  
	
   

  	
   

  	
   

  
	
  Name in which
  Warrant Certificate evidencing unexercised

  	
   

  	
   

  
	
  Warrants, if
  any, are to be registered if other than in the name of

  	
   

  	
   

  
	
  the registered
  holder of this Warrant Certificate:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Address to which
  certificate representing unexercised Warrants, if 

  	
   

  	
   

  
	
  any, are to be
  mailed if other than to the address of the registered

  	
   

  	
   

  
	
  holder of this
  Warrant Certificate as shown on the books of the

  	
   

  	
   

  
	
  Warrant Agent:

  	
   

  	
  (Street Address)

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (City and State)
  (Zip Code)

  



 


7

















 


	
   

  	
   

  	
  Dated:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Signature

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Signature
  must conform in all respects to the name of the holder as specified on the
  face of this Warrant Certificate. If Shares, or a Warrant Certificate
  evidencing unexercised Warrants, are to be issued in a name other than that
  of the registered holder hereof or are to be delivered to an address other
  than the address of such holder as shown on the books of the Warrant Agent,
  the above signature must be guaranteed by an Eligible Guarantor Institution
  (as that term is defined in Rule 17Ad-15 of the Securities Exchange Act
  of 1934, as amended).

  



 


	
  SIGNATURE
  GUARANTEE

  	
   

  
	
   

  	
   

  
	
  Name of Firm

  	
   

  	
   

  
	
   

  	
   

  
	
  Address

  	
   

  	
   

  
	
   

  	
   

  
	
  Area Code and
  Number

  	
   

  	
   

  
	
   

  	
   

  
	
  Authorized
  Signature

  	
   

  	
   

  
	
   

  	
   

  
	
  Name

  	
   

  	
   

  
	
   

  	
   

  
	
  Title

  	
   

  	
   

  
	
   

  	
   

  
	
  Dated:

  	
   

  	
  ,

  	
  20

  	
   

  	
   

  
											



 


8

















 


ASSIGNMENT


 


(FORM OF ASSIGNMENT TO BE EXECUTED
IF WARRANT HOLDER

DESIRES TO TRANSFER WARRANTS EVIDENCED HEREBY)


 


FOR VALUE RECEIVED,                                         
HEREBY SELL(S), ASSIGN(S) AND TRANSFER(S) UNTO                                                                                             


 


	
   

  	
   

  	
   

  
	
  (Please print
  name and address,

  	
   

  	
  (Please insert
  social security or

  
	
  including zip
  code of assignee)

  	
   

  	
  other
  identifying number of assignee)

  



 


the rights represented by the within Warrant
Certificate and does hereby irrevocably constitute and appoint                   
Attorney to transfer said Warrant Certificate on the books of the Warrant Agent
with full power of substitution in the premises.


 


	
  Dated:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Signature

  
	
   

  	
  (Signature
  must conform in all respects to the name of the holder as specified on the
  face of this Warrant Certificate and must bear a signature guarantee by an
  Eligible Guarantor Institution (as that term is defined in Rule 17Ad-15
  of the Securities Exchange Act of 1934, as amended).

  



 


	
  SIGNATURE
  GUARANTEE

  	
   

  
	
   

  	
   

  
	
  Name of Firm

  	
   

  	
   

  
	
   

  	
   

  
	
  Address

  	
   

  	
   

  
	
   

  	
   

  
	
  Area Code and
  Number

  	
   

  	
   

  
	
   

  	
   

  
	
  Authorized
  Signature

  	
   

  	
   

  
	
   

  	
   

  
	
  Name

  	
   

  	
   

  
	
   

  	
   

  
	
  Title

  	
   

  	
   

  
	
   

  	
   

  
	
  Dated: 

  	
   

  	
  ,

  	
  20

  	
   

  	
   

  
												



 


9