0001104659-23-041210 Sample Contracts

INDEMNIFICATION AGREEMENT
Indemnification Agreement • April 4th, 2023 • Istar Inc. • Real estate investment trusts • Maryland

THIS INDEMNIFICATION AGREEMENT (“Agreement”) is made and entered into as of the _____ day of _____, 202__, by and between Safehold Inc., a Maryland corporation (the “Company”), and __________ (“Indemnitee”).

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SECOND AMENDMENT
Credit Agreement • April 4th, 2023 • Istar Inc. • Real estate investment trusts • New York

This CREDIT AGREEMENT (“Agreement”) is entered into as of March 31, 2021, (as amended by the First Amendment, dated as of December 15, 2021 and the Second Amendment, dated as of January 9, 2023), among SAFEHOLD OPERATING PARTNERSHIP LP, a Delaware limited partnership (and its successors and permitted assigns, the “Borrower”; provided that, for the avoidance of doubt, the Borrower may change its legal name or its type of organization and still be deemed the “Borrower” for all purposes under this Agreement), SAFEHOLD INC., a Maryland corporation (and its successors and permitted assigns, “Safehold”), as Guarantor, each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), JPMORGAN CHASE BANK, N.A., as Administrative Agent, and JPMORGAN CHASE BANK, N.A., BANK OF AMERICA, N.A., and GOLDMAN SACHS BANK USA, as L/C Issuers.

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CREDIT AGREEMENT Dated as of January 9, 2023 among SAFEHOLD OPERATING PARTNERSHIP LP, as the Borrower, SAFEHOLD INC., as Guarantor, JPMORGAN CHASE BANK, N.A., as Administrative Agent and The Other Lenders Party Hereto JPMORGAN CHASE BANK, N.A., BOFA...
Credit Agreement • April 4th, 2023 • Istar Inc. • Real estate investment trusts • New York

This CREDIT AGREEMENT (“Agreement”) is entered into as of January 9, 2023, among SAFEHOLD OPERATING PARTNERSHIP LP, a Delaware limited partnership (and its successors and permitted assigns, the “Borrower”; provided that, for the avoidance of doubt, the Borrower may change its legal name or its type of organization and still be deemed the “Borrower” for all purposes under this Agreement), SAFEHOLD INC., a Maryland corporation (and its successors and permitted assigns, “Safehold”), as Guarantor, each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and JPMORGAN CHASE BANK, N.A., as Administrative Agent.

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REGISTRATION RIGHTS AGREEMENT BETWEEN SAFEHOLD INC. AND STAR HOLDINGS Dated as of March 31, 2023
Registration Rights Agreement • April 4th, 2023 • Istar Inc. • Real estate investment trusts • New York

This REGISTRATION RIGHTS AGREEMENT (as the same may be amended, modified or supplemented from time to time, this “Agreement”), dated as of March 31, 2023, is made and entered into by and between Safehold, Inc., a Maryland corporation (the “Company”) and Star Holdings, a Maryland statutory trust (together with any of its subsidiaries that owns Registrable Shares from time to time, the “Holder”).

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LOAN AGREEMENT Dated as of March 30, 2017 Among EACH OF THE ENTITIES LISTED ON SCHEDULE I ATTACHED HERETO, individually and/or collectively, as the context may require, as Borrower and BARCLAYS BANK PLC, JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, and...
Loan Agreement • April 4th, 2023 • Istar Inc. • Real estate investment trusts • New York

THIS LOAN AGREEMENT, dated as of March 30, 2017 (as amended, restated, replaced, supplemented or otherwise modified from time to time, this “Agreement”), between BARCLAYS BANK PLC, having an address at 745 Seventh Avenue, New York, New York 10019 (“Barclays”), JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, having an address at 383 Madison Avenue, New York, New York 10179 (“JPMorgan”), and BANK OF AMERICA, N.A., having an address at 214 North Tryon Street, NC1-027-15-01, Charlotte, North Carolina 28255 (“BOA”; together with Barclays, JPMorgan and each of their respective successors, transferees and/or assigns, collectively, “Lender”) and EACH OF THE ENTITIES LISTED ON SCHEDULE I ATTACHED HERETO, each having its principal place of business at c/o iStar Inc., 1114 Avenue of the Americas, New York, New York 10036 (individually and/or collectively, as the context may require, together with their respective successors and/or assigns, “Borrower”).

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SAFEHOLD OPERATING PARTNERSHIP LP, SAFEHOLD INC., AS GUARANTOR, AND FIRST SUPPLEMENTAL INDENTURE DATED AS OF MAY 7, 2021 TO INDENTURE DATED MAY 7, 2021 OF
Indenture • April 4th, 2023 • Istar Inc. • Real estate investment trusts • New York

THIS FIRST SUPPLEMENTAL INDENTURE (this “First Supplemental Indenture”) is entered into as of May 7, 2021 among Safehold Operating Partnership LP, a Delaware limited partnership (the “Company”), Safehold Inc., a Maryland corporation, as guarantor (the “Guarantor”), and U.S. Bank National Association, as trustee (the “Trustee”).

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AMENDED AND RESTATED CREDIT AGREEMENT dated as of March 31, 2023 between Star Holdings, as Borrower and Safehold Inc., as Lender
Credit Agreement • April 4th, 2023 • Istar Inc. • Real estate investment trusts • New York

AMENDED AND RESTATED CREDIT AGREEMENT dated as of March 31, 2023 (this “Agreement”), between STAR HOLDINGS, a Maryland statutory trust, as borrower (together with its successors and permitted assigns, the “Borrower”) and Safehold Inc., a Maryland corporation, as lender (together with its successors and permitted assigns, the “Lender”).

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MANAGEMENT AGREEMENT
Management Agreement • April 4th, 2023 • Istar Inc. • Real estate investment trusts • New York

THIS MANAGEMENT AGREEMENT is entered into on March 31, 2023, by and between STAR HOLDINGS, a Maryland statutory trust (“SpinCo”), and SAFEHOLD MANAGEMENT SERVICES INC., a Delaware corporation (together with its permitted assignees, the “Manager”).

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Dated as of April 14, 2017 SAFETY, INCOME AND GROWTH, INC., SFTY VENTURE LLC and SFTY VII-B, LLC REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • April 4th, 2023 • Istar Inc. • Real estate investment trusts • New York

This REGISTRATION RIGHTS AGREEMENT (as the same may be amended, modified or supplemented from time to time, this “Agreement”), dated as of April 14, 2017, is made and entered into by and among SAFETY, INCOME AND GROWTH, INC., a Maryland corporation (the “Company”), SFTY VENTURE LLC, a Delaware limited liability company (“GICRE” and a “Holder”), and SFTY VII-B, LLC, a Delaware limited liability company (“LA” and a “Holder,” and together with GICRE, the “Holders”).

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Dated as of March 31, 2023 iSTAR INC. and STAR HOLDINGS SEPARATION AND DISTRIBUTION AGREEMENT
Separation and Distribution Agreement • April 4th, 2023 • Istar Inc. • Real estate investment trusts • Maryland

THIS SEPARATION AND DISTRIBUTION AGREEMENT, dated as of March 31, 2023 (this “Agreement”), is by and among iStar Inc., a Maryland corporation (together with its successors and assigns, “iStar”), and Star Holdings, a Maryland statutory trust (together with its successors and assigns, “SpinCo”).

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GOVERNANCE AGREEMENT BETWEEN STAR HOLDINGS AND SAFEHOLD INC. Dated as of March 31, 2023 GOVERNANCE AGREEMENT
Governance Agreement • April 4th, 2023 • Istar Inc. • Real estate investment trusts • Maryland

This GOVERNANCE AGREEMENT (as the same may be amended, modified or supplemented from time to time, this “Agreement”), dated as of March 31, 2023, is made and entered into by and between Safehold Inc., a Maryland corporation (the “Company”), and Star Holdings, a Maryland statutory trust (“SpinCo”).

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POST-IPO STOCKHOLDER’S AGREEMENT BETWEEN SAFETY, INCOME AND GROWTH, INC. AND SFTY VENTURE LLC Dated as of April 14, 2017
Stockholder’s Agreement • April 4th, 2023 • Istar Inc. • Real estate investment trusts • Maryland

This POST-IPO STOCKHOLDER’S AGREEMENT (as the same may be amended, modified or supplemented from time to time, this “Agreement”), dated as of April 14, 2017, is made and entered into by and between Safety, Income and Growth, Inc., a Maryland corporation (the “Company”), and SFTY Venture LLC, a Delaware limited liability company (“GICRE”); provided, however, that this Agreement shall not become effective until the Effective Date referenced in Section 6.16.

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CREDIT AGREEMENT
Credit Agreement • April 4th, 2023 • Istar Inc. • Real estate investment trusts • New York

This CREDIT AGREEMENT (“Agreement”) is entered into as of March 31, 2021, among SAFEHOLD OPERATING PARTNERSHIP LP, a Delaware limited partnership (the “Borrower”), SAFEHOLD INC., a Maryland corporation (“Safehold”), as Guarantor, each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), JPMORGAN CHASE BANK, N.A., as Administrative Agent, and JPMORGAN CHASE BANK, N.A., BANK OF AMERICA, N.A., and GOLDMAN SACHS BANK USA, as L/C Issuers.

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Business
Istar Inc. • April 4th, 2023 • Real estate investment trusts

· The “Company,” “we,” “our” and “us” refer to Safehold Inc. (“Old SAFE”) and its consolidated subsidiaries prior to the Merger and to Safehold Inc. (formerly known as iStar Inc.) and its consolidated subsidiaries following the consummation of the Merger, unless the context indicates otherwise.

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The Portfolio Holdings Limited Liability Company Agreement and Related Agreements
Istar Inc. • April 4th, 2023 • Real estate investment trusts • Delaware

The following is a description of the material terms of the amended and restated limited liability company agreement (the “Portfolio Holdings LLCA”) of Safehold GL Holdings LLC, a Delaware limited liability company (“Portfolio Holdings”), dated as of March 30, 2023. This summary is not complete and is subject to and qualified in its entirety by reference to the applicable provisions of Delaware law and the Portfolio Holdings LLCA. This summary is subject to, and qualified in its entirety by reference to, the Portfolio Holdings LLCA, which is attached as Exhibit 10.24 to the Current Report on Form 8-K to which this exhibit relates.

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OMNIBUS assignment, assumption and AMENDMENT agreement
Omnibus Assignment, Assumption and Amendment Agreement • April 4th, 2023 • Istar Inc. • Real estate investment trusts • Delaware

This Omnibus Assignment, Assumption and Amendment Agreement (this “Agreement”) is effective March 31, 2023 (the “Effective Date”), by and among Safehold Inc., a Maryland corporation (“SAFE”), CARET Ventures LLC, a Delaware limited liability company (“Prior CARET Issuer”), CARET Management Holdings LLC, a Delaware limited liability company (“CMH” and with Prior CARET Issuer, each, an “Assignor”), and Safehold GL Holdings LLC (formerly known as Safehold Operating Partnership LP), a Delaware limited liability company (“Holdings” or “Assignee”). SAFE, Prior CARET Issuer, CMH and Holdings are referred to collectively in this Agreement as the “Parties” and each, a “Party”. Capitalized terms used but not otherwise defined in this Agreement shall have the meanings set forth in the Plan (as defined below), the Award Agreements (as defined in the Plan) or the then current limited liability company agreement of Holdings, as applicable.

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RESTRICTED STOCK UNIT AWARD AGREEMENT (Safehold 2017 Equity Plan)
Restricted Stock Unit Award Agreement • April 4th, 2023 • Istar Inc. • Real estate investment trusts • New York

THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (the “Agreement”) is entered into by and between SAFEHOLD INC. (“SAFE” or the “Company”) and _______________ (“Participant”), effective as of __________,20__ (the “Grant Date”).

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SAFEHOLD OPERATING PARTNERSHIP LP, SAFEHOLD INC., AS GUARANTOR, AND U.S. BANK NATIONAL ASSOCIATION, AS TRUSTEE SECOND SUPPLEMENTAL INDENTURE DATED AS OF NOVEMBER 18, 2021 TO INDENTURE DATED MAY 7, 2021 OF 2.850% SENIOR NOTES DUE 2032 CONTENTS
Safehold Operating • April 4th, 2023 • Istar Inc. • Real estate investment trusts • New York

THIS SECOND SUPPLEMENTAL INDENTURE (this “Second Supplemental Indenture”) is entered into as of November 18, 2021 among Safehold Operating Partnership LP, a Delaware limited partnership (the “Company”), Safehold Inc., a Maryland corporation, as guarantor (the “Guarantor”), and U.S. Bank National Association, as trustee (the “Trustee”).

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Assumption Agreement
Assumption Agreement • April 4th, 2023 • Istar Inc. • Real estate investment trusts • New York

THIS ASSUMPTION AGREEMENT (this “Agreement”) dated as of March 31, 2023, is made by iStar Inc., a Maryland corporation (the “New Guarantor”), in favor of the holders of the Notes (as defined below) (the “Noteholders”), in connection with the merger of the New Guarantor and Safehold Inc., a Maryland corporation (the “Original Parent Guarantor”).

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STOCKHOLDER’S AGREEMENT BY AND AMONG SAFEHOLD INC., iSTAR INC., MSD VAULT INVESTMENTS, LLC, AND MSD EIV PRIVATE VAULT, LLC Dated as of March 31, 2023 CONTENTS
Stockholder’s Agreement • April 4th, 2023 • Istar Inc. • Real estate investment trusts • Maryland

This STOCKHOLDER’S AGREEMENT (as the same may be amended, modified or supplemented from time to time, this “Agreement”), dated as of March 31, 2023, is made and entered into by and among SAFEHOLD INC., a Maryland corporation (the “Safe”), iSTAR INC., a Maryland corporation (“Star”), MSD Vault Investments, LLC, a Delaware limited liability company (“Vault”), and MSD EIV Private Vault, LLC, a Delaware limited liability company (“EIV Private” and collectively with Vault, “Investor”), and shall become effective upon the Effective Time.

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FIRST AMENDMENT
Istar Inc. • April 4th, 2023 • Real estate investment trusts • New York

FIRST AMENDMENT, dated as of December 15, 2021 (this “Amendment”), to the Credit Agreement, dated as of March 31, 2021 (the “Credit Agreement”), among SAFEHOLD OPERATING PARTNERSHIP LP, a Delaware limited partnership (the “Borrower”), SAFEHOLD INC., a Maryland corporation (“Safehold”), as Guarantor, the lenders party thereto (the “Existing Lenders”) and JPMORGAN CHASE BANK, N.A., as administrative agent (in such capacity, the “Administrative Agent”). Terms defined in the Credit Agreement shall be used in this Amendment with their defined meanings unless otherwise defined herein.

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THIRD SUPPLEMENTAL INDENTURE DATED AS OF MARCH 31, 2023 BY AND AMONG SAFEHOLD GL HOLDINGS LLC as Issuer, ISTAR INC. (to be renamed SAFEHOLD INC.) as Guarantor AND as Trustee SUPPLEMENTAL TO THE INDENTURE DATED AS OF MAY 7, 2021
Third Supplemental Indenture • April 4th, 2023 • Istar Inc. • Real estate investment trusts

This THIRD SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) is made and entered into as of March 31, 2023 among Safehold GL Holdings LLC, a Delaware limited liability company (the “Issuer”), iStar Inc. (to be renamed Safehold Inc.), a Maryland corporation (the “Guarantor”), and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association), a national banking association duly organized and existing under the laws of the United States of America, as Trustee (the “Trustee”).

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CARET PERFORMANCE INCENTIVE PLAN CARET PROFITS INTEREST AWARD AGREEMENT
Caret Profits Interest Award Agreement • April 4th, 2023 • Istar Inc. • Real estate investment trusts • New York
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THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH...
Limited Liability Company Agreement • April 4th, 2023 • Istar Inc. • Real estate investment trusts • Delaware

THIS SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (as amended, modified or supplemented from time to time in accordance with the terms hereof, this "Agreement") of Safehold GL Holdings LLC, a Delaware limited liability company (the “Company”), dated as of [•], (the "Effective Date"), is entered into by and among the Company, Safehold Inc., a Maryland corporation (“SAFE”) and the Additional Members (defined below) as may in the future be admitted to the Company from time to time as set forth on Exhibit A (as amended, modified or supplemented from time to time).

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