iStar Acquisition Corp. S-1/A

S-1/A

FORM OF AMENDED & RESTATED CERTIFICATE OF INCORP.

OPINION OF CLIFFORD CHANCE US LLP

FORM OF WARRANT AGREEMENT

FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENT

FORM OF SECURITIES ESCROW AGREEMENT

FORM OF REGISTRATION RIGHTS AGREEMENT

FORM OF CODE OF CONDUCT AND ETHICS

CONSENT OF PRICEWATERHOUSECOOPERS LLP

POWER OF ATTORNEY OF ROBIN JOSEPHS

POWER OF ATTORNEY OF JEFFREY LYNFORD

POWER OF ATTORNEY OF JEFFREY TARRANT

FORM OF AUDIT COMMITTEE CHARTER

FORM OF GOVERNANCE AND NOMINATING COMMITEE CHARTER

FORM OF COMPENSATION COMMITTEE CHARTER