Form of Investment Management Trust Agreement

Exhibit 10.2


INVESTMENT MANAGEMENT TRUST AGREEMENT


This Agreement is made as of , 2008, by and between iStar Acquisition Corp., a Delaware corporation whose principal office is located at 1114 Avenue of the Americas, 39th Floor, New York, New York 10036 (the " Company" ), and Continental Stock Transfer & Trust Company located at 17 Battery Place, New York, New York 10004 (the " Trustee" ).


WHEREAS , the Company' s Registration Statement on Form S-1, as amended, File No. 333-147305 (the " Registration Statement" ), for its initial public offering (the " IPO" ) of units (the " Units" ), each consisting of one share of the Company' s common stock, par value $0.0001 per share (the " Common Stock" ), and one warrant (the " Warrants" ) to purchase one share of Common Stock, has been declared effective as of the date hereof (the " Effective Date" ) by the Securities and Exchange Commission;


WHEREAS , Banc of America Securities LLC is acting as the representative (the " Representative" ) of the underwriters in the IPO;


WHEREAS , the Company has agreed to sell certain of its securities to its existing stockholders in a private placement to be effected immediately prior to the completion of the IPO (the " Private Placement" );


WHEREAS , as described in the Registration Statement, and in accordance with the Amended and Restated Certificate of Incorporation of the Company, $519,948,608 of the gross proceeds of the IPO and the sale of securities in the Private Placement ($592,923,608 if the underwriters' over-allotment option is exercised in full) will be delivered to the Trustee to be deposited and held in a Trust Account (defined below) for the benefit of the Company and the public stockholders of the Common Stock issued in the IPO. The amount to be delivered to the Trustee will be referred to herein as the " Property" ; the stockholders for whose benefit the Trustee shall hold the Property will be referred to as the " Public Stockholders," and the Public Stockholders and the Company will be referred to together as the " Beneficiaries" ;


WHEREAS , the Property is being held by the Trustee for the benefit of the Public Stockholders in the event that the Company fails to consummate a Business Combination (as such term is defined in the Amended and Restated Certificate of Incorporation of the Company); and


WHEREAS , pursuant to the Underwriting Agreement, dated as of , 2008, by and between the Company and the underwriters, a portion of the Property equal to $19,000,000 (or $21,850,000 if the underwriters' over-allotment option is exercised in full) is attributable to the underwriters' discounts and commissions, which the underwriters have agreed to deposit in the Trust Account and which will be paid from the Trust Account to the underwriters upon the consummation of a Business Combination; and


WHEREAS , the Company and the Trustee desire to enter into this Agreement to set forth the terms and conditions pursuant to which the Trustee shall hold the Property;


IT IS AGREED :


1. Agreements and Covenants of Trustee . The Trustee hereby agrees and covenants to:


(a) Hold the Property in trust for the Beneficiaries in accordance with the terms of this Agreement in segregated trust accounts (" Trust Account" ) established by the Trustee at a branch of JPMorgan Chase Bank N.A. and at a brokerage institution selected by the Trustee;


(b) Manage, supervise and administer the Trust Account subject to the terms and conditions set forth herein;


(c) In a timely manner, upon the written instruction of the Company, invest and reinvest the Property in any United States " government security" within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended (the " 1940 Act" ), having a maturity of 180 days or less, or in money market funds selected by the Company meeting the conditions specified in Rule 2a-7 promulgated under the 1940 Act;


(d) Collect and receive, when due, all principal and income arising from the Property, which income, net of taxes and subject to Section 1(i), shall become part of the " Property," as such term is used herein;


(e) Promptly notify the Company of all communications received by it with respect to the Property;


(f) Promptly supply any information or documents as may be requested by the Company in connection with the Company' s preparation of the tax returns relating to income from the Property in the Trust Account or otherwise;


(g) Participate in any plan or proceeding for protecting or enforcing any right or interest arising from the Property if, as and when instructed by the Company to do so; and


(h) Render to the Company and to such other person as the Company may instruct, monthly written statements of the activities of and amounts in the Trust Account reflecting all receipts and disbursements of the Trust Account.


2. Limited Distribution and Release of Property from the Trust Account .


(a) The Trustee shall commence liquidation of the Trust Account only after and as promptly as practicable after receipt of and only in accordance with the terms of a letter (the " Termination Letter" ), in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B , signed on behalf of the Company by its President or Chairman of the Board, and complete the liquidation of the Trust Account and distribute the Property in the Trust Account only as directed in the Termination Letter and the other documents referred to therein; provided, however , that in the event that a Termination Letter has not been received by the date which is 24 months after the date of the final prospectus of the IPO (the " Last Date" ), such date to be as set forth in a notice to be delivered to the Trustee not more than ten business days following the completion of the IPO, or a notice stating that the time of termination has been extended by not more than six months following the Last Date (in which case the date set forth in such notice shall be deemed to be the Last Date for all subsequent purposes of this Agreement), the Trust Account shall be liquidated in accordance with the procedures set forth in the Termination Letter attached as Exhibit B and distributed to the stockholders of record on the Last Date.


(b) If there is any income or other tax obligation relating to the income from the Property in the Trust Account as determined by the Company, then, at the written instruction of the Company, the Trustee shall disburse to the Company by wire transfer or by check, out of the Property in the Trust Account, the amount indicated by the Company as required to pay taxes. To the extent there is not


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sufficient cash in the Trust Account to pay any income or other tax obligation relating to the income from the Property in the Trust Account as determined by the Company, from time to time at the written instruction of the Company, promptly liquidate such assets held in the Trust Account as shall be designated by the Company in writing, and disburse to the Company by wire transfer or by check, out of the Property in the Trust Account, the amount indicated by the Company as owing in respect of such income tax obligation.


(c) Upon written request from the Company in a form substantially similar to that attached hereto as Exhibit C , the Trustee shall distribute to the Company by wire transfer an amount equal to the income collected on the Property through the day immediately preceding the date of receipt of the Company' s request; provided , however , that the maximum amount of distributions, net of taxes, that the Company may request and the Trustee shall distribute pursuant to this Section 2(b) shall be $6,000,000.


(d) No distributions from the Trust Account shall be permitted except in accordance with Sections 2(a), 2(b) and 2(c) above, no other distributions from the Trust Account shall be permitted.


3. Agreements and Covenants of the Company . The Company hereby agrees and covenants to:


(a) Give all instructions to the Trustee hereunder in writing, signed by the Company' s President or Chairman of the Board;


(b) Hold the Trustee harmless and indemnify the Trustee from and against any and all expenses, including reasonable counsel fees and disbursements, or loss suffered by the Trustee in connection with any action, suit or other proceeding brought against the Trustee involving any claim, or in connection with any claim or demand which in any way arises out of or relates to this Agreement, the services of the Trustee hereunder, or the Property or any income earned from investment of the Property, except for expenses and losses resulting from the Trustee' s gross negligence or willful misconduct. Promptly after the receipt by the Trustee of notice of demand or claim or the commencement of any action, suit or proceeding, pursuant to which the Trustee intends to seek indemnification under this paragraph, it shall notify the Company in writing of such claim (hereinafter referred to as the " Indemnified Claim" ); provided, however , that any failure or delay of the Trustee in giving such notice shall not relieve the Company of any of its obligations hereunder except to the extent the Company is actually prejudiced thereby, but only to the extent of such prejudice. The Trustee shall conduct and manage the defense against such Indemnified Claim, provided , that the Company may voluntarily participate in such action at its cost with its own counsel;


(c) Pay the Trustee an initial acceptance fee, an annual fee and a transaction processing fee for each disbursement made pursuant to Section 2 as set forth on Schedule A hereto, which fees shall be subject to modification by the parties from time to time. It is expressly understood that the Property shall not be used to pay such fees and further agreed that said transaction processing fees shall be deducted by the Trustee from the disbursements made to the Company pursuant to Section 2. The Company shall pay the Trustee the initial acceptance fee and first year' s annual fee at the completion of the IPO and thereafter on the ...