TO EXCHANGE 9.0% SERIES A SENIOR NOTES DUE 2017
(CUSIPS 4503IU BM2 AND U4500V AJ4) (THE "SERIES A NOTES")
FOR
9.0% SERIES B SENIOR NOTES DUE 2017
(REGISTERED UNDER THE SECURITIES ACT OF 1933) (THE "SERIES B NOTES")
OF

THE RIGHT TO EXCHANGE SERIES A NOTES FOR
SERIES B NOTES WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME,
ON , 2012, UNLESS THE OFFER IS EXTENDED (THE "EXPIRATION DATE")


By Facsimile:	By Mail:	By Overnight Courier or Hand:
U.S. Bank National Association Attn: Specialized Finance (651) 495-8158 To Confirm Receipt: (800) 934-6802	U.S. Bank National Association Corporate Trust Services EP-MN-WS-2N 60 Livingston Avenue St. Paul MN 55107 Attn: Specialized Finance	U.S. Bank National Association Corporate Trust Services EP-MN-WS-2N 60 Livingston Avenue St. Paul MN 55107 Attn: Specialized Finance

Delivery of this instrument to an address other than as set forth above will not constitute a valid delivery.

This Letter of Transmittal is to be used to submit Series A Notes for Series B Notes of iStar Financial Inc. ("iStar"). It must be used if certificates representing the Series A Notes are being delivered to U.S. Bank National Association, as exchange agent (the "Exchange Agent"). However, this Letter of Transmittal is NOT required to be signed and delivered to the Exchange Agent if delivery of the Series A Notes is being made by book-entry transfer to an account maintained by the Exchange Agent at The Depository Trust Company ("DTC").



DESCRIPTION OF SERIES A NOTES SUBMITTED

Name(s) and Address(es) of Registered Holder(s) (Please fill in, if blank)		Certificate(s) Submitted (Attach additional list if necessary)

		Certificate Number(s)*	Principal Amount of Series A Notes	Principal Amount of Series A Notes Submitted (If less than all)**





		Total Amount of Series A Notes:

*	Need not be completed by holders submitting by book-entry transfer.
**	Series A Notes may be tendered in whole or in part in denominations of $2,000 and integral multiples of $1,000 in excess thereof. Unless otherwise indicated it will be assumed that all Series A Notes described above are being submitted. See Instruction 4.

By this document, the undersigned submits the Series A Notes listed above (the "Series A Notes to be Exchanged") to be exchanged for Series B Notes as described in the Prospectus dated , 2012 (the "Prospectus") under the caption "The Exchange Offer" and in the instructions in this Letter of Transmittal.

Subject to, and effective upon, the issuance of Series B Notes in exchange for the Series A Notes to be Exchanged, the undersigned sells, assigns and transfers all the Series A Notes to be exchanged to iStar and irrevocably appoints the Exchange Agent the agent and attorney-in-fact of the undersigned, with full power of substitution, to deliver the certificates representing the Series A Notes to be Exchanged, or transfer ownership of the Series A Notes to be Exchanged on the records of DTC, to iStar upon receipt by the Exchange Agent, as the undersigned's agent, of the Series B Notes to be issued in exchange for the Series A Notes to be Exchanged.

The undersigned represents and warrants that the undersigned has full power and authority to exchange the Series A Notes to be Exchanged for Series B Notes and that, when Series B Notes are issued in exchange for the Series A Notes to be Exchanged, iStar will acquire title to the Series A Notes to be Exchanged, free and clear of any liens, restrictions, charges, encumbrances or adverse claims. The undersigned will, upon request, execute and deliver any additional documents deemed by the Exchange Agent or by iStar to be necessary or desirable to complete the transfer of the Series A Notes to be Exchanged to iStar.

The authority conferred in this Letter of Transmittal will not be affected by, and will survive, the death or incapacity of the undersigned. The obligations of the undersigned under this Letter of Transmittal or otherwise resulting from the submission of the Series A Notes to be Exchanged for exchange will be binding upon the successors, assigns, heirs, executors, administrators and legal representatives of the undersigned. The submission of Series A Notes to be Exchanged for exchange is irrevocable.

Unless otherwise indicated in the box below captioned "Special Issuance Instructions" or the box below captioned "Special Delivery Instructions," please issue and deliver the certificates representing the Series B Notes being issued in exchange for the Series A Notes to be Exchanged, and deliver certificates representing any Series A Notes which are not being exchanged or are not accepted for exchange, to the undersigned at the address shown below the undersigned's signature. If one or both of the boxes captioned "Special Issuance Instructions" and "Special Delivery Instructions" are completed, please issue and deliver the notes as indicated. The undersigned is aware that iStar has no obligation because of Special Issuance Instructions or otherwise to transfer any Series A Notes which are not accepted for exchange from the name of the registered holder of those Series A Notes to the name of another person.

1. GUARANTEE OF SIGNATURES. No signature guarantee is required on this Letter of Transmittal if (i) this Letter of Transmittal is signed by the registered holder of the Series A Notes to be Exchanged unless the holder has completed either the box entitled "Special Issuance Instructions" or the box entitled "Special Delivery Instructions" or (ii) the Series A Notes to be Exchanged are submitted for the account of a member firm of a registered national securities exchange or a member of the Financial Industry Regulatory Authority, Inc. or by a commercial bank or trust company which has an office or correspondent in the United States (collectively, "Eligible Institutions"). In all other cases, all signatures on this Letter of Transmittal must be guaranteed by an Eligible Institution. See Instruction 5.

2. DELIVERY OF LETTER OF TRANSMITTAL AND CERTIFICATES. This Letter of Transmittal is to be completed by noteholders if certificates are being forwarded with it. This Letter of Transmittal is NOT required to be signed and delivered to the Exchange Agent if delivery of the Series A Notes is being made by book-entry transfer described in the Exchange Instructions. The Exchange Agent must receive, at or before the Expiration Date, certificates for the Series A Notes to be Exchanged, together with a properly completed and executed Letter of Transmittal. If delivery of the Series A Notes is being made by book-entry transfer, a DTC confirmation of transfer of the Series A Notes to be Exchanged must be received by the Exchange Agents account by the Expiration Date. Each holder who delivers Series A Notes by book-entry transfer shall be deemed to have read and be bound by the terms of the Exchange Offer and this Letter of Transmittal, and to have made each of the representations set forth herein.

Submission of Series A Notes to be Exchanged will be irrevocable. Submission may not be conditional or contingent. The method of delivery of this Letter of Transmittal and the certificates for Series A Notes to be Exchanged, is at the option and risk of the exchanging noteholder. Delivery will not be deemed made until items are actually received by the Exchange Agent. If delivery is by mail, registered mail with return receipt requested, properly insured, is recommended.

3. WITHDRAWAL OF TENDERED SERIES A NOTES. Tendered Series A Notes may be withdrawn prior to 5:00 p.m., New York City time, on, , 2012, but not after that unless the offer is extended. If the exchange offer is extended, tendered Notes must be withdrawn by 5:00 p.m., New York City time on the day in which the exchange offer, as extended, expires. To withdraw tendered Notes, a written notice of the withdrawal must be delivered to the Depositary by mail, hand delivery, telegraphic or facsimile transmission, at the address or number shown above. To be effective, the notice of withdrawal must (1) be received by the Depositary prior to 5:00 p.m., New York time, on , 2012, or, if the exchange offer is extended, on the later date to which it is extended (2) specify the name of the DTC participant whose name appears on a security position listing as the owner of the Series A Notes, (3) state the aggregate principal amount of Series A Notes to be withdrawn, and (4) be signed by the holder(s) of the Series A Notes in the same manner as the original signature on this Letter of Transmittal (including any required signature guarantees) or be accompanied by documents of transfer.

4. INADEQUATE SPACE. If the space provided in this Letter of Transmittal is inadequate, the certificate numbers and numbers of Series A Notes being submitted for exchange should be listed on a separate signed schedule, which should be attached to this Letter of Transmittal.

5. PARTIAL SUBMISSIONS. (Not applicable to noteholders who submit by book-entry transfer). If fewer than all the Series A Notes evidenced by a certificate are to be exchanged, fill in the number of notes which are to be exchanged in the box entitled "Principal Amount of Series A Notes Submitted." If you do that, new certificate(s) for the remainder of the notes that were represented by your old certificate(s) will be sent to you, or as you instruct in the appropriate box on this Letter of Transmittal, as soon as practicable. All Series A Notes represented by certificates delivered to the Exchange Agent will be deemed to have been submitted for exchange unless otherwise indicated.

6. SIGNATURES ON LETTER OF TRANSMITTAL, STOCK POWERS AND ENDORSEMENTS. If this Letter of Transmittal is signed by the registered holder(s) of the Series A Notes to be Exchanged, the signature(s) must correspond exactly with the name(s) written on the face of the certificate(s).

If the Series A Notes to be Exchanged are owned of record by two or more joint owners, all the owners must sign this Letter of Transmittal.

IF SERIES A NOTES TO BE EXCHANGED ARE REGISTERED IN DIFFERENT NAMES ON DIFFERENT CERTIFICATES, IT WILL BE NECESSARY TO COMPLETE, SIGN AND SUBMIT AS MANY

SEPARATE LETTERS OF TRANSMITTAL AS THERE ARE DIFFERENT REGISTRATIONS ON CERTIFICATES.

If this Letter of Transmittal or any certificates or written instruments of transfer are signed by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or other person acting in a fiduciary or representative capacity, that person should so indicate when signing, and submit evidence satisfactory to the Purchaser of the person's authority so to act.

If this Letter of Transmittal is signed by the registered owner of the Series A Notes to be Exchanged, no endorsements of certificates or separate written instruments of transfer are required, unless certificates for Series B Notes or for Series A Notes which are not exchanged are to be issued to a person other than the registered owner, in which case, endorsements of certificates or separate written instruments of transfer are required and signatures on those certificates or written instruments of transfer must be guaranteed by an Eligible Institution.

If this Letter of Transmittal is signed by a person other than the registered owner of the Series A Notes to be Exchanged, the certificates must be endorsed or accompanied by appropriate written instruments of transfer, in either case signed exactly as the name of the registered owner appears on the certificates. Signatures on the certificates or stock powers must be guaranteed by an Eligible Institution.

7. TRANSFER TAXES. Except as set forth in this Instruction 7, iStar will pay any transfer taxes with respect to the transfer to it of Series A Notes to be Exchanged. If certificates for Series B Notes or for Series A Notes which are not exchanged are to be registered in the name of any person other than the registered holder, or if tendered certificates are registered in the name of anyone other than the person signing this Letter of Transmittal, certificates representing Series B Notes will not be issued until iStar or the Exchange Agent receives satisfactory evidence of the payment of, or an exemption from the need to pay, transfer taxes.

Except as provided in this Instruction 7, it will not be necessary for transfer tax stamps to be affixed to the certificates submitted with this Letter of Transmittal.

8. SPECIAL ISSUANCE AND DELIVERY INSTRUCTIONS. If certificates for Series B Notes or for Series A Notes which are not exchanged are to be issued in the name of a person other than the signer of this Letter of Transmittal, or are to be sent to someone other than the signer of this Letter of Transmittal or to an address other than the signer's address shown above, the appropriate boxes on this Letter of Transmittal must be completed.

9. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES. Requests for assistance may be directed to, or additional copies of the Prospectus and this Letter of Transmittal may be obtained from, iStar Financial Inc. at 1114 Avenue of the Americas, 39th Floor, New York, New York 10036, Investor Relations Department, or from your broker, dealer, commercial bank or trust company.

10. WAIVER OF REQUIREMENTS. The requirements described above may be waived by iStar, in whole or in part, at any time and from time to time, in iStar's sole discretion, and may be waived as to Series A Notes submitted by particular noteholders, even if similar requirements are not waived as to other noteholders.

CERTIFICATES SURRENDERED		SERIES A NOTES SUBMITTED		SERIES A NOTES ACCEPTED		SERIES B NOTES ISSUED		SERIES B NOTES CERTIFICATE		SERIES A NOTES RETURNED		SERIES A NOTES CERTIFICATE NO.		BLOCK NO.


Issue:		o Series B Notes o Series A Notes not exchanged
to:
Name		(PLEASE PRINT)
Address

		(INCLUDE ZIP CODE)
(TAX IDENTIFICATION OR SOCIAL SECURITY NUMBER.)


Mail:		o Series B Notes o Series A Notes not exchanged
to:
Name		(PLEASE PRINT)
Address

		(INCLUDE ZIP CODE)


Name(s):

		(PLEASE PRINT)

		(CAPACITY (FULL TITLE))
Address:

		(INCLUDE ZIP CODE)


Date received	Accepted by	Checked by

Date received	Accepted by	Checked by


Account Number at DTC:

Transaction Code Number:


SIGN HERE
X

X

SIGNATURE(S) OF OWNER(S)


Dated:						, 2012


Area Code and Telephone Number: