Subscription Agreement between Jay Sugarman and iStar Acquisition Corp. for Common Stock Purchase
Jay Sugarman agrees to purchase 7,187,500 shares of common stock in iStar Acquisition Corp. for $12,500. The agreement confirms that Sugarman is an accredited investor and that the shares will be fully paid and non-assessable upon issuance. The shares are subject to transfer restrictions and will be held in escrow by Continental Stock Transfer & Trust Company until certain conditions are met. The agreement is effective as of November 7, 2007, and outlines the resulting ownership structure of the company.
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) shares of common stock, par value $0.0001 per share (the Common Stock), of iStar Acquisition Corp., a Delaware corporation (the Company), 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 a stock certificate (or, if not certificated, provide documentation reflecting the registration in the name of the undersigned on the stock ledger of the Company) representing such fully paid and non-assessable shares of the Common Stock of the Company. Following such issuance of shares of Common Stock of the Company, the capitalization of the Company shall be as set forth on Schedule A hereto. The undersigned acknowledges that the Common Stock subscribed hereto is subject to certain transfer restrictions as set forth in a letter agreement, dated the date hereof, as may be amended from time to time. For so long as the Common Stock subscribed hereto is subject to transfer restrictions, the undersigned further acknowledges that the Common Stock 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 Companys 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 |
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| /s/ Jay Sugarman |
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Accepted and Agreed on this 7th day of November 2007: | |||||
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iSTAR ACQUISITION CORP. |
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By: | /s/ Jay Nydick |
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| Name: | Jay Nydick |
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| Title: | Chief Executive Officer and President |
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SCHEDULE A
Capitalization of iStar Acquisition Corp.
Stockholder |
| Number of Shares |
| 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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