Exhibit 10.14


 


LICENSE AGREEMENT


 


This TRADEMARK LICENSE AGREEMENT (this “Agreement”)
is effective as of the [  ]th day of
[      ], 200[ ] (“Effective Date”)
by and between iStar Financial Inc., a Maryland corporation (the “Licensor”),
and iStar Acquisition Corp., a Delaware corporation (the “Licensee”).


 


WHEREAS, Licensor is the owner of the service mark,
corporate and trade name “iStar” (the “Mark”);


 


WHEREAS, Licensee is a
newly-organized blank check company formed for the purpose of acquiring one or
more operating businesses, or a portion of such business or businesses, through
a merger, capital stock exchange, stock purchase, asset acquisition, or other
similar business combination (the “Licensee Business”);


 


WHEREAS, Licensee desires to use the Mark in
connection with the operation of its business in the United States and Licensor
is willing to permit Licensee to use the Mark, subject to the terms and
conditions herein.


 


NOW, THEREFORE, in consideration of the premises and
the mutual promises and covenants contained herein and for other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto agree as follows:


 


ARTICLE I



GRANT OF RIGHTS


 


Subject to the terms and conditions herein, Licensor
hereby grants to Licensee a paid-up, non-exclusive license to use the Mark in the
United States in connection with the Licensee Business.  All rights not expressly granted to Licensee
in this Article 1 are reserved to Licensor.


 


ARTICLE II



OWNERSHIP


 


Licensee agrees that, as between the parties, Licensor
is the sole owner of the Mark.  Licensee
agrees not to directly or indirectly challenge or contest the validity of, or
Licensor’s rights, in the Mark (and the associated goodwill), including without
limitation, arising out of or relating to any third-party claim, allegation,
action, demand, proceeding or suit (“Action”) regarding enforcement of
this Agreement or involving any third party. 
The parties intend that any and all goodwill in the Mark arising from
Licensee’s use of the Mark shall inure solely to the benefit of Licensor.  Notwithstanding the foregoing, in the event
that Licensee is deemed to own any rights in the Mark, Licensee hereby assigns
such rights to Licensor.


 

















 


ARTICLE III



USE OF THE MARK


 


Section 3.1.            Licensee agrees to maintain and
preserve the quality of the Mark, and to use the Mark in good faith and in a
dignified manner, in a manner consistent with Licensor’s high standards of and
reputation for quality, and in accordance with good trademark practice wherever
the Mark is used.  Licensee shall not
take any action that could be detrimental to the Mark or its associated
goodwill.  If Licensor decides in its
sole discretion to register the Mark, Licensee agrees to affix all such
trademark notices as may be requested by the Licensor or required under
applicable laws.


 


Section 3.2.            Licensee shall, at its sole expense,
comply at all times with all applicable laws, regulations, exchange and other rules and
reputable industry practice pertaining to the Licensee Business and the use of
the Mark.


 


ARTICLE IV



TERMINATION


 


Section 4.1.            The term of this Agreement (“Term”)
commences on the Effective Date and shall terminate on the later of (i) the
liquidation of the Licensee or (ii) sixty days after the consummation of
the Business Combination (as such term is defined in the Amended and Restated
Certificate of Incorporation of the Licensee), unless extended by the mutual
agreement of the Licensor and the Licensee.


 


Section 4.2.            If a party materially breaches one
or more of its obligations hereunder, the other party may terminate this
Agreement, effective upon written notice, if such party does not cure such
breach within 30 days written notice thereof (or any mutually agreed
extension).  Licensor may terminate this
Agreement immediately, effective upon written notice, if Licensee violates Article VII.


 


Section 4.3.            Licensor has the right to terminate
this Agreement immediately upon written notice to Licensee if (i) Licensee
makes an assignment for the benefit of creditors; (ii) Licensee admits in
writing its inability to pay debts as they mature; (iii) a trustee or
receiver is appointed for a substantial part of Licensee’s assets; and (iv) to
the extent termination is enforceable under local law, a proceeding in
bankruptcy is instituted against Licensee which is acquiesced in, is not
dismissed within 120 days, or results in an adjudication of bankruptcy.


 


Section 4.4.            If an event described in Article V
occurs, Licensor shall have the right, in addition to its other rights and
remedies, to suspend Licensee’s rights regarding the Mark while Licensee
attempts to remedy the situation.


 


Section 4.5.            Upon termination of this Agreement
for any reason, (i) Licensee shall immediately cease all use of the Mark
(except for limited transitional use, subject to Licensor’s consent); (ii) the
parties shall cooperate so as to best preserve the value of the Mark; and (iii) Sections 6.3,
6.4, 6.5 and 6.6 shall survive any such event.


 


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ARTICLE V



INFRINGEMENT


 


Licensee agrees to notify Licensor promptly after it
becomes aware of any actual or threatened infringement, imitation, dilution,
misappropriation or other unauthorized use or conduct in derogation (“Infringement”)
of the Mark.  Licensor shall have the
sole right to bring any Action to remedy the foregoing, and Licensee shall
cooperate with Licensor in same, at Licensor’s expense.


 


ARTICLE VI



REPRESENTATIONS AND WARRANTIES


 


Section 6.1.            Each party represents and warrants to the
other party that:


 


(a)           This
Agreement is a legal, valid and binding obligation of the warranting party,
enforceable against such party in accordance with its terms, subject to the
effect of any applicable bankruptcy, insolvency, reorganization, moratorium or
similar laws affecting creditors’ rights and remedies generally, and subject,
as to enforceability, to the effect of general principles of equity (regardless
of whether enforcement is considered in a proceeding at law or in equity);


 


(b)           The
warranting party is not subject to any judgment, order, injunction, decree or
award of any court, administrative agency or governmental body that would or
might interfere with its performance of any of its material obligations
hereunder; and


 


(c)           The
warranting party has full power and authority to enter into and perform its
obligations under this Agreement in accordance with its terms.


 


Section 6.2.            Except as expressly set forth in Section 6.3,
Licensor makes no representations or warranties, express or implied, with
respect to this agreement or the mark, and expressly disclaims all such
representations and warranties, including any with respect to title, non-infringement,
merchantability, value, reliability or fitness for use.   Licensee’s use of the mark is on an “as is”
basis and is at its own risk.


 


Section 6.3.            Licensor will defend at its expense,
indemnify and hold harmless Licensee and its affiliates and their respective
directors, officers, employees, agents and representatives (“Related Parties”)
from any loss, liability, damage, award, settlement, judgment, fee, cost or
expense (including reasonable attorneys’ fees and costs of suit) (“Losses”)
arising out of or relating to (i) any breach by Licensor of this Agreement
or its warranties, representations, covenants and undertakings hereunder; or (ii) any
third-party Action against any of them that arises out of or relates to any
claim that Licensee’s use of the Mark as expressly authorized hereunder
infringes the rights of a third party within the United States.


 


Section 6.4.            Licensee will defend at its expense,
indemnify and hold harmless Licensor and its affiliates and their respective
Related Parties from any Losses arising out of or relating to any third-party
Action against any of them that arises out of or relates to (i) any breach
by Licensee of this Agreement or its warranties, representations, covenants and
undertakings hereunder; (ii) Licensee’s operation of its business; or (iii) any
claim that Licensee’s use of the Mark, other than as explicitly authorized by
this Agreement, infringes the rights of a third party anywhere in the world.


 


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Section 6.5.            The indemnified party will promptly
notify the indemnifying party in writing of any indemnifiable claim and
promptly tender its defense to the indemnifying party.  Any delay in such notice will not relieve the
indemnifying party from its obligations to the extent the indemnified party is
not prejudiced thereby.  The indemnified
party will cooperate with the indemnifying party at the indemnifying party’s
expense.  The indemnifying party may not
settle any indemnified claim in a manner that adversely affects the indemnified
party without its consent (which shall not be unreasonably withheld or
delayed).  The indemnified party may
participate in its defense with counsel of its own choice at its own expense.


 


Section 6.6.            Except with respect to a party’s
indemnification obligations hereunder, neither party will be liable to the
other party for special, indirect, consequential, exemplary, punitive or
incidental damages (including lost profits or goodwill, business interruption
and the like) relating to this agreement, even if it has been advised of the
possibility of such damages.


 


ARTICLE VII



ASSIGNMENTS


 


Licensee may not assign, sublicense, pledge, mortgage
or otherwise encumber this Agreement or its right to use the Mark, in whole or
in part, without the prior written consent of Licensor in its sole
discretion.  For the avoidance of doubt,
a merger, change of control, reorganization or stock sale of Licensee shall be
deemed an “assignment” requiring such consent, regardless of whether Licensee
is the surviving entity.  Licensee
acknowledges that its identity is a material condition that induced Licensor to
enter into this Agreement.  Any attempted
action in violation of the foregoing shall be null and void ab initio and of no force or effect, and shall result in
immediate termination of this Agreement.


 


ARTICLE VIII



MISCELLANEOUS


 


Section 8.1.            All notices hereunder shall be in
writing and hand delivered or mailed by registered or certified mail (return
receipt requested) or nationally recognized overnight courier service or
facsimile with delivery confirmed to the following addresses (or at such other
addresses as shall be specified by like notice) and will be deemed given on the
date received:


 


LICENSOR:


 


iStar Financial Inc. 

1114 Avenue of the Americas, 39th Floor

New York, New York 10036

Attention: Jay Sugarman

Facsimile: 212-930-9411


 


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LICENSEE:


 


iStar Acquisition Corp. 

1114 Avenue of the Americas, 39th Floor

New York, New York 10036

Attention: Jay Nydick

Facsimile: 212-930-9449


 


Section 8.2.            Further Assurances.  Licensor and Licensee agree to execute such
further documentation and perform such further actions, including the
recordation of such documentation with appropriate authorities, as may be
reasonably requested by the other party hereto to evidence and effectuate
further the purposes and intents set forth in this Agreement.


 


Section 8.3.            Entire Agreement/Construction.  This Agreement shall constitute the entire
agreement between the parties with respect to the subject matter hereof and
shall supersede all previous negotiations, commitments and writings with
respect to such subject matter.


 


Section 8.4.            Amendments.  This Agreement, including this provision of
this Agreement, may not be modified or amended except by an agreement in
writing signed by each of the parties hereto.


 


Section 8.5.            Cumulative Rights; Waiver.  All rights and remedies which Licensor or
Licensee may have hereunder or by operation of law are cumulative, and the
pursuit of one right or remedy shall not be deemed an election to waive or
renounce any other right or remedy.  The
failure of either Licensor or Licensee to require strict performance by the
other party of any provision in this Agreement will not waive or diminish that
party’s right to demand strict performance thereafter of that or any other
provision hereof.


 


Section 8.6.            Severability.  The parties agree that each provision of this
Agreement shall be construed as separable and divisible from every other
provision.  The unenforceability of any
one provision shall not limit the enforceability, in whole or in part, of any
other provision hereof.  If any term or
provision of this Agreement (or the application thereof to any party or set of
circumstances) shall be held invalid or unenforceable in any jurisdiction and
to any extent, it shall be ineffective only to the extent of such invalidity or
unenforceability and shall not invalidate or render unenforceable any other
terms or provisions of this Agreement (or such applicability thereof).  In such event, the parties shall negotiate in
good faith a valid, enforceable, applicable substitute provision that attempts
as closely as possible to achieve the intended purpose of the previous term or
provision and has an effect as comparable as possible on the parties’
respective positions.


 


Section 8.7.            Governing Law/Jurisdiction.  This Agreement shall for all purposes be
governed by and construed in accordance with the laws of the State of New York
applicable to contracts made and to be performed entirely in the State of New
York.  The parties hereby agree that any
action, proceeding or claim against it arising out of or relating in any way to
this Agreement shall be brought and enforced in the state or federal courts
located in the State of New York, Borough of Manhattan, and irrevocably submit
to such jurisdiction, which jurisdiction shall be exclusive.  The parties hereby waive any objection to
such exclusive jurisdiction and agree not to plead or claim that such courts
represent an inconvenient forum.


 


Section 8.8.            Construction.  Titles and headings to sections herein are
inserted for the convenience of reference only and are not intended to be a
part of or to affect the meaning or interpretation of this Agreement.  This Agreement shall be construed as if
drafted jointly by the parties.


 


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Section 8.9.            Separate Counterparts.  This Agreement may be executed in one or more
counterparts, all of which shall be considered one and the same agreement, and
shall become effective when one or more such counterparts have been signed by
each of the parties and delivered to the other parties.  Delivery of an executed signature page of
this Agreement by facsimile transmission shall be effective as delivery of a
manually executed counterpart hereof.


 


[Remainder of Page Intentionally Left Blank]


 


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IN WITNESS WHEREOF, the parties hereto have executed
this Agreement, effective as of the date first above written.


 


	
   

  	
  iSTAR FINANCIAL INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name: Jay Sugarman

  
	
   

  	
   

  	
  Title: Chairman and Chief Executive Officer

  
	
   

  	
   

  	
   

  
	
   

  	
  iSTAR ACQUISITION CORP.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name: Jay Nydick

  
	
   

  	
   

  	
  Title: Chief Executive Officer and President

  



 


[Signature
page to License Agreement.]