Exhibit
4.1


 


[The securities
represented by this Unit Certificate (including the underlying common stock,
warrant and the securities issuable upon exercise of the underlying warrant)
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 Unit Certificate (including the underlying common stock,
warrant and the securities issuable upon exercise of the underlying warrant)
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 (the “Warrant Agreement”), 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.](1)


 


SPECIMEN
UNIT CERTIFICATE


 


	
   

  	
   

  
	
  No. U-                              

  	
                        
  UNITS

  
	
  CUSIP No.:                              

  	
   

  



 


iSTAR ACQUISITION
CORP.


 


UNITS CONSISTING
OF ONE SHARE OF COMMON STOCK AND

ONE WARRANT TO PURCHASE ONE SHARE OF COMMON STOCK


 


SEE
REVERSE FOR CERTAIN DEFINITIONS


 


THIS CERTIFIES THAT                                                                   
is the owner of                           Units.


 


Each Unit (“Unit”) consists of one (1) share
of common stock, par value $0.0001 per share (“Common Stock”), of iStar
Acquisition Corp., a Delaware corporation (the “Company”), and one (1) warrant
(the “Warrant”) of the Company. The Warrant entitles the holder to
purchase one (1) share of Common Stock for $7.50 per share (subject to
adjustment as set forth in the Warrant Agreement). The Warrant will become
exercisable on the later of (i) the Company’s consummation of an initial
Business Combination (as such term is defined in the Amended and Restated
Certificate of Incorporation of the Company) and (ii)                             ,
2009 [one year after the date of the final prospectus relating to the
initial public offering of the Units], and will expire unless exercised before
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 earlier upon redemption of the Warrants by
the Company. The Common Stock and Warrants comprising the Units represented by
this certificate are not transferable separately until five business days (or
as soon as practicable thereafter) following the earlier to occur of the
expiration of the underwriter’s over-allotment option in connection with the
Company’s initial public offering (the “IPO”) or the exercise in full of
such underwriter’s over-allotment. Further, in no event will the separate
trading of the Common Stock and the Warrants comprising the Units represented
by this certificate begin until the Company has filed a Current Report on Form 8-K
with the Securities and Exchange Commission,


 






(1) Include
in initial units, private placement units and co-investment units.


 

















 


which includes an audited
balance sheet reflecting the receipt by the Company of the gross proceeds of
its IPO and any proceeds received by the Company from the exercise of the
underwriter’s over-allotment option, and having issued a press release
announcing when such separate trading will begin. The terms of the Warrant are
governed by the Warrant Agreement and are subject to the terms and provisions
contained therein, all of which terms and provisions the holder of this
certificate consents to by acceptance hereof. Copies of the Warrant Agreement
are on file at the office of the Warrant Agent at 17 Battery Place, New York,
NY 10004, and are available to any holder of the Warrants on written request
and without cost.


 


This certificate is not valid unless countersigned by the Transfer
Agent and Registrar of the Company.


 


 


2

















 


Witness the
facsimile seal of the Company and the facsimile signature of its duly
authorized officers.


 


iSTAR ACQUISITION
CORP.


CORPORATE


DELAWARE


SEAL


2007


 


	
  By:

  	
   

  	
   

  	
   

  
	
  Chairman

  	
   

  	
  Chief Executive
  Officer, President and

  Secretary

  
	
   

  	
   

  	
   

  
	
  Countersigned
  By:

  	
   

  	
   

  	
   

  
	
  Transfer Agent

  	
   

  	
   

  
					



 


iSTAR
ACQUISITION CORP.


 


The Company will
furnish without charge to each securityholder who so requests, a statement of
the powers, designations, preferences and relative, participating, optional or
other special rights of each class of security or series thereof of the Company
and the qualifications, limitations, or restrictions of such preferences and/or
rights.


 


The following abbreviations,
when used in the inscription on the face of this certificate, shall be
construed as though they were written out in full according to applicable laws
or regulations:


 


	
  TEN COM

  	
  –

  	
  as tenants in
  common

  	
   

  	
  UNIF GIFT MIN ACT
  - 

  	
   

  	
  Custodian

  	
   

  
	
  TEN ENT

  	
  –

  	
  as tenants by
  the entireties

  	
   

  	
              (Cust)          (Minor)

  
	
  JT TEN

  	
  –

  	
  as joint tenants
  with right of 

  	
   

  	
              under
  Uniform Gifts to

  
	
   

  	
   

  	
  survivorship and
  not as tenants

  	
   

  	
              Minors
  Act

  	
   

  	
   

  
	
   

  	
  in common

  	
   

  	
   

  	
  (State)

  
												



 


Additional Abbreviations may also be used though not
in the above list.


 


FOR VALUE RECEIVED,                                      
HEREBY SELL, ASSIGN AND TRANSFER UNTO


 


PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING
NUMBER OF ASSIGNEE


 


	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  



 


 


	
   

  
	
  (PLEASE PRINT OR
  TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE,

  
	
  OF ASSIGNEE)

  



 


3

















 


                                                       UNITS
REPRESENTED BY THE WITHIN CERTIFICATE, AND DO HEREBY IRREVOCABLY CONSTITUTE AND
APPOINT                           
ATTORNEY TO TRANSFER THE SAID UNITS ON THE BOOKS OF THE WITHIN NAMED COMPANY
WITH FULL POWER OF SUBSTITUTION IN THE PREMISES.


 


	
  DATED:

  	
   

  	
   

  	
   

  
	
   

  	
  NOTICE:
  The signature to this assignment must correspond with the name as written
  upon the face of the certificate in every particular, without alteration or
  enlargement or any change whatever.

  



 


 


Signature(s) Guaranteed:


 


 


	
   

  	
   

  
	
  THE SIGNATURE(S) SHOULD BE

  GUARANTEED BY AN ELIGIBLE

  GUARANTOR INSTITUTION (BANKS,

  STOCKBROKERS, SAVINGS AND LOAN

  ASSOCIATIONS AND CREDIT UNIONS WITH

  MEMBERSHIP IN AN APPROVED SIGNATURE

  GUARANTEE MEDALLION PROGRAM,

  PURSUANT TO S.E.C. RULE 17Ad-15).

  



 


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