Exhibit 4.2


SPECIMEN COMMON STOCK CERTIFICATE


 


	
  No.:

  	
   

  
	
   

  	
   

  
	
  CUSIP No.:

  	
  SHARES

  



 


iSTAR ACQUISITION CORP.


INCORPORATED
UNDER THE LAWS OF THE STATE OF DELAWARE


COMMON
STOCK


 


SEE REVERSE FOR CERTAIN DEFINITIONS


 


THIS CERTIFIES THAT
                                
IS THE OWNER OF FULLY PAID AND NON-ASSESSABLE SHARES OF THE PAR VALUE OF
$0.0001 EACH OF THE COMMON STOCK OF iSTAR ACQUISITION CORP.  TRANSFERABLE ON THE BOOKS OF THE COMPANY IN
PERSON OR BY DULY AUTHORIZED ATTORNEY UPON SURRENDER OF THIS CERTIFICATE PROPERLY
ENDORSED.  THIS CERTIFICATE IS NOT VALID
UNLESS COUNTERSIGNED BY THE TRANSFER AGENT AND REGISTERED BY THE
REGISTRAR.  WITNESS THE SEAL OF THE COMPANY
AND THE FACSIMILE SIGNATURES OF ITS DULY AUTHORIZED OFFICERS.


 


DATED:


 


iSTAR
ACQUISITION CORP.


CORPORATE


DELAWARE


SEAL


2007


 


	
  By:

  	
   

  	
   

  	
   

  
	
  Chairman of the
  Board of Directors

  	
   

  	
  Chief Executive
  Officer and Secretary

  
	
  By:

  	
   

  	
   

  	
   

  
	
  Transfer Agent

  	
   

  	
   

  
						



 


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 

  	
   

  	
  under Uniform
  Gifts to 

  
	
   

  	
   

  	
  of survivorship
  and not as 

  	
   

  	
  Minors Act

  	
   

  	
   

  
	
   

  	
   

  	
  tenants in
  common

  	
   

  	
   

  	
  (State)

  
	
   

  	
   

  	
   

  	
   

  	
   

  
										



 


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


 

















 


iSTAR ACQUISITION CORP.


 


[The securities represented by this certificate have
not been registered under the Securities Act of 1933, as amended (the “Act”),
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 certificate are
subject to additional restrictions on transfer and other agreements set forth
in the letter agreement dated as of [    ], as may be
amended from time to time, by and among the holder, iStar Acquisition Corp.
(the “Company”) and Banc of America Securities LLC.  Copies of such agreement may be obtained by
the holder hereof at the Company’s principal place of business without charge.]1


 


The Company will furnish without charge to each
stockholder who so requests the powers, designations, preferences and relative,
participating, optional or other special rights of each class of stock or
series thereof of the Company and the qualifications, limitations, or
restrictions of such preferences and/or rights. 
This certificate and the shares represented hereby are issued and shall
be held subject to all the provisions of the Amended and Restated Certificate
of Incorporation and all amendments thereto and resolutions of the Board of
Directors providing for the issue of shares of common stock (copies of which
may be obtained from the Secretary of the Company), to all of which the holder
of this certificate by acceptance hereof assents.


 


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)

  
	
   

  	
   

  
	
   

  
	
   

  
	
   

  



 


 


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


 






1 Include legend in share
certificates of common stock underlying (1) the initial units, (2) the private
placement units and (3) the co-investment units.


2

















 


	
  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).

  	
   

  



 


The holder of this certificate shall be entitled to
receive funds from the Trust Fund (as such term is defined in the Amended and
Restated Certificate of Incorporation of the Company) only in the event of the Company’s
liquidation upon failure to consummate its initial Business Combination (as
such term is defined in the Amended and Restated Certificate of Incorporation
of the Company) or if the holder seeks to convert his respective shares into
cash upon a Business Combination which he voted against and which is actually
completed by the Company.  In no other
circumstances shall the holder have any right or interest of any kind in or to
the Trust Fund.


 


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