EXHIBIT 10.3


 



REGISTRATION RIGHTS AGREEMENT


 


BETWEEN


 


SAFEHOLD INC.


 


AND


 


[SPINCO]


 


Dated as of [●]


 






    	 	 	 



     


    

 


TABLE OF CONTENTS


 










Page




	Article 1 DEFINED TERMS	1
	Section 1.1     Defined Terms	1
	Section 1.2     Table of Defined Terms	3
	Article 2 REGISTRATION RIGHTS	4
	Section 2.1     Shelf Registration	4
	Section 2.2     Demand Registrations	4
	Section 2.3     Effectiveness	5
	Section 2.4     Notification and Distribution of Materials	5
	Section 2.5     Amendments and Supplements	6
	Section 2.6     Underwritten Offerings	6
	Section 2.7     Piggyback Registration	7
	Section 2.8     New York Stock Exchange	8
	Section 2.9     Notice of Certain Events	8
	Section 2.10   In-Kind Distributions	9
	Article 3 SUSPENSION OF REGISTRATION REQUIREMENTS; SALES RESTRICTIONS	9
	Section 3.1     Suspension of Registration Requirements	9
	Section 3.2     Restriction on Sales	10
	Article 4 INDEMNIFICATION	11
	Section 4.1     Indemnification by the Company	11
	Section 4.2     Indemnification by the Holder	11
	Section 4.3     Notices of Claims, etc.	12
	Section 4.4     Indemnification Payments	12
	Section 4.5     Contribution	13
	Article 5 TERMINATION; SURVIVAL	13
	Section 5.1     Termination; Survival	13
	Article 6 MISCELLANEOUS	14
	Section 6.1     Covenants Relating to Rule 144	14
	Section 6.2     No Conflicting Agreements	14
	Section 6.3     Additional Shares	14
	Section 6.4     Governing Law; Arbitration	15
	Section 6.5     Counterparts	15
	Section 6.6     Headings	15
	Section 6.7     Severability	15
	Section 6.8     Entire Agreement; Amendments; Waiver	15
	Section 6.9     Notices	16
	Section 6.10   Successors and Assigns	16
	Section 6.11   No Third Party Beneficiaries	16
	Section 6.12   Further Assurances	16
	Section 6.13   Specific Performance	16
	Section 6.14   Costs and Expenses	17


 







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


 


WHEREAS, pursuant to that
certain Separation and Distribution Agreement (the “Distribution Agreement”), dated as of [●], by and between
iStar, Inc. (“iStar”) and the Holder, iStar has distributed all of the interests in the Holder to its stockholders
effective as of the date hereof (the “Spin-Off”);


 


WHEREAS, pursuant to that
certain Agreement and Plan of Merger (the “Merger Agreement”), dated as of August 10, 2022, by and between the
iStar and Safe, effective as of the date hereof, (i) Safe merged with and into iStar (the “Merger”) with the Company
surviving the Merger and (ii) each share of Safe Common Stock was exchanged for one (1) share of common stock, par value $0.01
per share (the “Common Stock”), of the Company;


 


WHEREAS, the Holder received
[●] shares of Common Stock in the Merger (such shares received, the “Owned Shares”);


 


WHEREAS, (i) the Holder
and the Company have entered into a Governance Agreement (the “Governance Agreement”), and (ii) the Holder and
[Manager], a Delaware limited liability company and a subsidiary of the Company, have entered into a Management Agreement (the “Management
Agreement”), each dated as of the date hereof (such agreements, together with the Distribution Agreement and the Merger Agreement,
the “Related Documents”); and


 


WHEREAS, the Company desires
to enter into this Agreement with the Holder in order to grant the Holder the registration rights contained herein.


 


NOW, THEREFORE, in consideration
of the mutual representations, warranties, covenants and agreements contained in this Agreement, and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the Company and the Holder hereby agree as follows:


 


Article 1


 


DEFINED TERMS


 


Section 1.1             Defined
Terms. The following definitions shall be for all purposes, unless otherwise clearly indicated to the contrary, applied to the terms
used in this Agreement.


 


“Automatic Shelf
Registration Statement” means an “Automatic Shelf Registration Statement,” as defined in Rule 405 under the
Securities Act.


 


“Block Trade”
means any non-marketed underwritten offering taking the form of a block trade to a financial institution, “qualified institutional
buyer” (as defined in Rule 144A under the Securities Act) or institutional “accredited” investor (as defined in
Rule 501(a) of Regulation D under the Securities Act), bought deal, over-night deal or similar transaction through a broker,
sales agent or distribution agent, whether as agent or principal, that does not include “road show” presentations to potential
investors requiring substantial marketing effort from management over multiple days, the issuance of a “comfort letter” by
the Company’s auditors, or the issuance of a legal opinion by the Company’s legal counsel.


 






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“Business Day”
means any day except a Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required by law
to be closed.


 


“Commission”
means the U.S. Securities and Exchange Commission.


 


“Exchange Act”
means the U.S. Securities Exchange Act of 1934, as amended from time to time (or any corresponding provision of succeeding law), and the
rules and regulations thereunder.


 


“Person”
means any individual, partnership, corporation, limited liability company, joint venture, association, trust, unincorporated organization
or other governmental or legal entity.


 


“Prospectus”
means any prospectus or prospectuses included in, or relating to, any Registration Statement (including without limitation, any prospectus
subject to completion and a prospectus that includes any information previously omitted from a prospectus filed as part of an effective
registration statement in reliance upon Rule 430A promulgated under the Securities Act and any term sheet filed pursuant to Rule 434
under the Securities Act), as amended or supplemented by any prospectus supplement with respect to the terms of the offering of any portion
of the Registrable Shares covered by such Registration Statement and by all other amendments and supplements to the prospectus, including
post-effective amendments and all material incorporated by reference or deemed to be incorporated by reference in such prospectus or prospectuses.


 


“Registrable Shares”
with respect to the Holder, means at any time (i) the Holder’s Owned Shares and (ii) any additional shares of Common Stock
or other equity securities issued as a dividend or distribution on, in exchange for, or otherwise in respect of, shares of Common Stock
or other equity securities that otherwise constitute Registrable Shares with respect to the Holder (including as a result of combinations,
recapitalizations, mergers, consolidations, reorganizations or similar event or otherwise); provided, however, that Registrable
Shares shall cease to be Registrable Shares with respect to the Holder upon the earliest to occur of (A) when such Registrable Shares
shall have been disposed of pursuant to an effective Registration Statement under the Securities Act or pursuant to Rule 144 under
the Securities Act, (B) when all of the Holder’s Registrable Shares may be sold without restriction or pursuant to Rule 144(b) under
the Securities Act and such Holder, together with its affiliates, owns less than 2% of the outstanding shares of Common Stock, or (C) when
the Holder’s Registrable Shares shall have ceased to be outstanding.


 






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“Registration Expenses”
means any and all fees and expenses incident to the performance of or compliance with this Agreement, which shall be borne and paid by
the Company as provided below, whether or not any Registration Statement is filed or becomes effective, including, without limitation:
(i) all registration, qualification and filing fees (including fees and expenses with respect to (A) filings required to be
made with the Commission and the U.S. Financial Industry Regulatory Authority and (B) compliance with securities or “blue sky”
laws), (ii) typesetting and printing expenses, (iii) internal expenses of the Company (including, without limitation, all salaries
and expenses of its officers and employees performing legal or accounting duties), (iv) the fees and expenses incurred in connection
with the listing of the Registrable Shares, (v) the fees and disbursements of legal counsel for the Company and customary fees and
expenses for independent certified public accountants retained by the Company, and any transfer agent and registrar fees and (vi) the
reasonable fees and expenses of any special experts retained by the Company; provided, however, that “Registration
Expenses” shall not include, and the Company shall not have any obligation to pay, any underwriting fees, discounts, commissions,
or taxes (including transfer taxes) attributable to the sale of securities by the Holder, or any legal fees and expenses of counsel to
the Holder and any underwriter engaged by the Holder or any other expenses incurred in connection with the performance by the Holder of
its obligations under the terms of this Agreement.


 


“Registration Statement”
means any registration statement of the Company filed with the Commission under the Securities Act which permits the public offering of
any of the Registrable Shares pursuant to the provisions of this Agreement, including any Prospectus, amendments and supplements to such
Registration Statement, including post-effective amendments, all exhibits and all materials incorporated by reference or deemed to be
incorporated by reference in such Registration Statement.


 


“Securities Act”
means the U.S. Securities Act of 1933, as amended from time to time (or any corresponding provision of succeeding law), and the rules and
regulations thereunder.


 


Section 1.2             Table
of Defined Terms. Terms that are not defined in Section 1.1 have the respective meanings set forth in the following Sections:


 


	
    Defined Term
	
    Section No.

	Agreement	Preamble 
	Common Stock	Recitals 
	Company	Preamble 
	Company Offering	Section 3.2(b)
	Controlling Person	Section 4.1 
	Demand Registration	Section 2.2(a)(i)
	Demand Request	Section 2.2(a)(i)
	Distribution Agreement	Recitals
	End of Suspension Notice	Section 3.1(b)
	Governance Agreement	Recitals
	Holder	Preamble 
	iStar	Recitals
	Liabilities	Section 4.1(a)
	Management Agreement	Recitals
	Maximum Number of Securities	Section 2.7(b)
	Merger	Recitals
	Merger Agreement	Recitals
	Offering Blackout Period	Section 3.2(b)
	Owned Shares	Recitals
	Piggyback Registration	Section 2.7(a)
	Related Documents	Recitals
	Required Filing Date	Section 2.2(a)(ii)
	Spin-Off	Recitals
	Suspension Event	Section 3.1(b)
	Suspension Notice	Section 3.1(b)
	Suspension Period	Section 3.1(b)


 






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Article 2


 


REGISTRATION RIGHTS


 


Section 2.1             Shelf
Registration. The Company shall file or cause to be filed on or before the seven months anniversary of the date of this Agreement
with the Commission a Registration Statement on an appropriate form (which shall be, if the Company is then eligible, an Automatic Shelf
Registration Statement) providing for the registration of, and the sale by the Holder of, all of the Registrable Shares held by the Holder
at the time of such filing on a continuous or delayed basis by the Holder, from time to time in accordance with the methods of distribution
elected by the Holder, pursuant to Rule 415 under the Securities Act or any similar rule that may be adopted by the Commission;
provided, however, that the Holder acknowledges and agrees that, pursuant to the Governance Agreement, it is subject to certain restrictions
on transfer of the Registrable Shares. The Company will use its reasonable best efforts to cause the Registration Statement to be declared
effective by the Commission as soon as practicable after the filing thereof. To the extent that the Company has an effective shelf registration
statement on file and it is effective with the Commission at the time the Company is going to file a Registration Statement hereunder,
the Company may (but will not be required to) instead file a prospectus or post-effective amendment, as applicable, to include in such
shelf registration statement the Registrable Shares to be registered pursuant to this Agreement (in such a case, such prospectus or post-effective
amendment together with the previously filed shelf registration statement will be considered the Registration Statement).


 


Section 2.2             Demand
Registrations.


 


(a)            Request
for Registration.


 


(i)            From
and after the date that is nine months after the date hereof, the Holder shall have the right to require the Company to file a Registration
Statement under the Securities Act for a public offering of all or part of such Registrable Shares (a “Demand Registration”)
by delivering to the Company written notice stating that such right is being exercised by the Holder, specifying the number of Registrable
Shares to be included in such registration and, subject to Section 2.2(b) hereof, describing the intended method of distribution
thereof (a “Demand Request”). The Holder may exercise its rights under this Section 2.2 in the Holder’s
sole discretion; provided, that, the Company shall not be obligated to effect more than one (1) Demand Registration (inclusive
of an underwritten take-down offering (which, for avoidance of doubt, includes a Block Trade) pursuant to Section 2.6).


 






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(ii)           The
Demand Request shall specify the aggregate number of Registrable Shares proposed to be sold. Subject to Section 3.1, the Company
shall file the Registration Statement in respect of a Demand Registration within 45 days after receiving a Demand Request (the “Required
Filing Date”) and shall use reasonable best efforts to cause the same to be declared effective by the Commission as promptly
as practicable after such filing; provided, however, that:


 


(A)            the
Company shall not be obligated to cause a Registration Statement with respect to a Demand Registration to be declared effective pursuant
to Section 2.2(a)(ii) unless the Demand Request is for a number of Registrable Shares with a market value that is equal to at
least $50 million as of the date of such Demand Request; provided, however, that this Section 2.2(a)(ii)(A) shall
not apply if the applicable Demand Request is for all of the Registrable Shares held by the Holder as of the date of such Demand Request;
and


 


(B)            the
Holder shall have the right to withdraw a Demand Request at any time prior to the relevant Registration Statement being declared effective
by the Commission in which event the Company shall not be obligated to cause a Registration Statement with respect to a Demand Registration
to be declared effective pursuant to Section 2.2(a)(ii).


 


(b)            Priority
on Demand Registrations. The Company shall include in a Demand Registration only the Registrable Shares requested by the Holder to
be included therein.


 


(c)            Selection
of Underwriters. The Holder may (i) request that the offering of Registrable Shares pursuant to a Demand Registration be in the
form of a “firm commitment” underwritten offering and (ii) select the investment banking firm or firms to manage the
underwritten offering, subject to the prior written consent of the Company (such consent not to be unreasonably withheld).


 


Section 2.3             Effectiveness.
The Company shall use its reasonable best efforts to keep each Registration Statement continuously effective (or in the event a Registration
Statement expires pursuant to Rule 415(a)(5) under the Securities Act, file a replacement Registration Statement and keep such
replacement Registration Statement effective) for the period beginning on the date on which the Registration Statement is declared or
becomes effective and ending on the date that all Registrable Shares registered thereunder have been disposed of or withdrawn.


 


Section 2.4             Notification
and Distribution of Materials. The Company shall notify the Holder of the effectiveness of any Registration Statement applicable to
the Registrable Shares and shall furnish to the Holder such number of copies of such Registration Statement (including any amendments,
supplements and exhibits), the Prospectus contained therein (including each preliminary prospectus and all related amendments and supplements,
if any) and any documents incorporated by reference in such Registration Statement or such other documents as the Holder may reasonably
request in order to facilitate the sale of the Registrable Shares in the manner described in such Registration Statement.


 






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Section 2.5             Amendments
and Supplements. During the period that a Registration Statement is effective, the Company shall prepare and file with the Commission
from time to time such amendments and supplements to such Registration Statement and Prospectus used in connection therewith as may be
necessary to keep such Registration Statement (or a successor Registration Statement filed with respect to such Registrable Shares) effective
and to comply with the provisions of the Securities Act with respect to the disposition of the Registrable Shares covered thereby. The
Company shall file, as promptly as practicable (and within twenty (20) Business Days), any supplement or post-effective amendment to a
Registration Statement to add Registrable Shares to any shelf Registration Statement as reasonably necessary to permit the sale of the
Holder’s Registrable Shares pursuant to such Registration Statement. The Company shall furnish to and afford the Holder a reasonable
opportunity to review and comment on all amendments and supplements proposed to be filed to a Registration Statement (in each case at
least two (2) Business Days prior to such filing). The Company shall use its reasonable best efforts to have such supplements and
amendments declared effective, if required, as soon as practicable after filing. The Holder agrees to deliver such notices, questionnaires
and other information as the Company may reasonably request in writing, if any, to the Company within fifteen (15) Business Days after
such request.


 


Section 2.6             Underwritten
Offerings.


 


(a)            The
Holder may request, by written notice to the Company, that the Company cooperate with the Holder in any underwritten offering of Registrable
Shares initiated by the Holder under a Registration Statement. The Company agrees to reasonably cooperate with any such request for an
underwritten offering and to take all such other reasonable actions in connection therewith, including entering into such agreements (including
an underwriting agreement in form, scope and substance as is customary for similar underwritten offerings) and taking all such other reasonable
actions in connection therewith in order to expedite or facilitate the disposition of Registrable Shares included in such underwritten
offering, including (i) making such representations and warranties to the underwriters with respect to the business of the Company
and the Registration Statement and documents, if any, incorporated or deemed to be incorporated by reference therein, in each case, in
form, substance and scope as are customarily made by issuers to underwriters in underwritten offerings by selling stockholders; (ii) obtaining
customary opinions and negative assurance letters of counsel to the Company; and (iii) obtaining customary “cold comfort”
letters and updates thereof from the independent registered public accountants of the Company (to the extent permitted by applicable accounting
rules and guidelines); and (iv) filing any supplements to the Registration Statement and Prospectus as may be necessary in order
to enable the Registrable Shares to be distributed in the underwritten offering.


 


(b)            If
the Holder desires to engage in Block Trade or bought deal pursuant to a shelf Registration Statement (either through filing an Automatic
Shelf Registration Statement or through a take-down from an already existing shelf Registration Statement), then notwithstanding the time
periods set forth in Section 2.5, the Holder may notify the Company of the Block Trade not less than two (2) Business Days prior
to the day such offering is first anticipated to commence. If requested by the Holder, the Company will use its reasonable best efforts
to facilitate such Block Trade or bought deal (which may close as early as two (2) Business Days after the date it commences).


 






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Section 2.7             Piggyback
Registration.


 


(a)            Piggyback
Rights. If the Company proposes to conduct a registered offering of, or if the Company proposes to file a Registration Statement under
the Securities Act with respect to an offering of common equity securities of the Company, or securities or other obligations exercisable
or exchangeable for, or convertible into common equity securities of the Company, for its own account (but not for the account of other
stockholders of the Company), other than a Registration Statement (or any registered offering with respect thereto) (i) filed in
connection with any employee stock option or other benefit plan, (ii) for an exchange offer or offering of securities solely to the
Company’s existing stockholders, (iii) for an offering of debt that is convertible into equity securities of the Company, (iv) for
a dividend reinvestment plan or (v) for a Block Trade, then the Company shall give written notice of such proposed offering to the
Holder not less than three (3) Business Days before the anticipated filing date of such Registration Statement or, in the case of
an underwritten offering pursuant to a shelf Registration Statement, the launch date of such offering, which notice shall (A) describe
the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed
managing underwriter or underwriters, if any and if known, in such offering, and (B) offer to the Holder the opportunity to include
in such registered offering such number of Registrable Shares as the Holder may request in writing within three (3) Business Days
after receipt of such written notice (such registered offering, a “Piggyback Registration”). The Company shall cause
such Registrable Shares to be included in such Piggyback Registration and shall use its reasonable best efforts to cause the managing
underwriter or underwriters of a proposed underwritten offering to permit the Registrable Shares requested by the Holder pursuant to this
Section 2.7(a) to be included in a Piggyback Registration on the same terms and conditions as any similar securities of the
Company included in such registered offering and to permit the sale or other disposition of such Registrable Shares in accordance with
the intended method(s) of distribution thereof. The inclusion of the Holder’s Registrable Shares in a Piggyback Registration
shall be subject to the Holder’s agreement to abide by the terms of Section 3.2 below.


 


(b)            Reduction
of Piggyback Registration. If the managing underwriter or underwriters in an underwritten offering that is to be a Piggyback Registration,
in good faith, advises the Company and the Holder, in each case, participating in the Piggyback Registration in writing that the dollar
amount or number of shares of Common Stock or other equity securities that the Company desires to sell, taken together with (i) the
Common Stock or other equity securities, if any, as to which registration or a registered offering has been demanded pursuant to separate
written contractual arrangements with Persons other than the Holder hereunder and (ii) the Registrable Shares, if any, as to which
registration has been requested pursuant to this Section 2.7, exceeds the maximum dollar amount or maximum number of equity securities
that can be sold in the underwritten offering without adversely affecting the proposed offering price, the timing, the distribution method,
or the probability of success of such offering (such maximum dollar amount or maximum number of such securities, as applicable, the “Maximum
Number of Securities”), then the Company shall include in any such registration (A) first, the Common Stock or other equity
securities that the Company desires to sell and (B) second, to the extent that the Maximum Number of Securities has not been reached
under the foregoing clause (A), the Common Stock or other equity securities, if any, as to which registration has been requested pursuant
to written contractual piggyback registration rights of stockholders of the Company, including the Registrable Shares of the Holder exercising
its rights to register its Registrable Shares pursuant to Section 2.7(a) (pro rata based on the number of securities
then owned by such holders), which can be sold without exceeding the Maximum Number of Securities.


 






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(c)            Piggyback
Registration Withdrawal. The Holder shall have the right to withdraw from a Piggyback Registration for any or no reason whatsoever
upon written notification to the Company and the underwriter or underwriters (if any) of the Holder’s intention to withdraw from
such Piggyback Registration prior to the effectiveness of the Registration Statement filed with the Commission with respect to such Piggyback
Registration or, in the case of a Piggyback Registration pursuant to a shelf Registration Statement, the filing of the applicable “red
herring” prospectus or prospectus supplement with respect to such Piggyback Registration used for marketing such transaction. The
Company (whether on its own good faith determination or as the result of a request for withdrawal by Persons pursuant to separate written
contractual obligations) may withdraw a Registration Statement filed with the Commission in connection with a Piggyback Registration (which,
in no circumstance, shall include shelf registration statement) at any time prior to the effectiveness of such Registration Statement.


 


Section 2.8             New
York Stock Exchange. The Company shall file any necessary listing applications or amendments to the existing applications to cause
the Registrable Shares registered under any Registration Statement to be then listed or quoted on the New York Stock Exchange or such
other primary exchange or quotation system on which the Common Stock is then listed or quoted.


 


Section 2.9             Notice
of Certain Events.


 


(a)            The
Company shall promptly notify the Holder in writing of the filing of any Registration Statement or Prospectus, amendment or supplement
related thereto or any post-effective amendment to a Registration Statement and the effectiveness of any post-effective amendment; provided,
however, that this Section 2.8(a) shall not apply to (i) an amendment or supplement relating solely to securities
other than the Registrable Shares, and (ii) an amendment or supplement by means of an Annual Report on Form 10-K, a Quarterly
Report on Form 10-Q, a Proxy Statement on Schedule 14A, a Current Report on Form 8-K or a Registration Statement on Form 8-A
or any amendments thereto filed with the Commission under the Exchange Act and incorporated or deemed to be incorporated by reference
into a Registration Statement or Prospectus.


 


(b)            At
any time when a Prospectus relating to a Registration Statement is required to be delivered under the Securities Act by the Holder to
a transferee, the Company shall immediately notify the Holder of the happening of any event as a result of which the Company believes
the Prospectus included in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to
state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under
which they were made, not misleading. In such event, the Company shall promptly prepare and, if applicable, furnish to the Holder a reasonable
number of copies of a supplement to or an amendment of such Prospectus as may be necessary so that, as thereafter delivered to the purchasers
of Registrable Shares sold under the Prospectus, such Prospectus shall not include an untrue statement of a material fact or omit to state
a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they
are made, not misleading. The Company shall, if necessary, promptly amend the Registration Statement of which such Prospectus is a part
to reflect such amendment or supplement. The Holder agrees that, upon receipt of any notice from the Company of the occurrence of an event
as set forth above, the Holder will forthwith discontinue disposition of Registrable Shares pursuant to any Registration Statement covering
such Registrable Shares until the Holder’s receipt of written notice from the Company that the use of the Registration Statement
may be resumed. The Holder also agrees that it will treat as confidential the receipt of any notice from the Company of the occurrence
of an event as set forth above and shall not disclose or use the information contained in such notice without the prior written consent
of the Company until such time as the information contained therein is or becomes available to the public generally, other than as a result
of disclosure by the Holder in breach of the terms of this Agreement.


 






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Section 2.10           In-Kind
Distributions. If the Holder seeks to effectuate an in-kind distribution of all of part of the Registrable Shares to its direct or
indirect equityholders, the Company will work with the Holder to facilitate such in-kind distribution in the manner reasonably requested
and consistent with the Company's obligations under the Securities Act.


 


Article 3


 


SUSPENSION OF REGISTRATION

REQUIREMENTS; SALES RESTRICTIONS


 


Section 3.1             Suspension
of Registration Requirements.


 


(a)            The
Company shall promptly notify the Holder in writing of the issuance by the Commission or any state instrumentality of any stop order suspending
the effectiveness of a Registration Statement with respect to the Holder’s Registrable Shares or the initiation of any proceedings
for that purpose. The Company shall use its reasonable best efforts to obtain the withdrawal of any order suspending the effectiveness
of such a Registration Statement as promptly as practicable after the issuance thereof.


 


(b)            Notwithstanding
anything to the contrary set forth in this Agreement, the Company may postpone the filing or the effectiveness of a Registration Statement
or suspend the use of a prospectus that is part of a shelf Registration Statement (and therefore suspend sales of the Registrable Shares
off the shelf Registration Statement) as the Company may reasonably determine necessary and advisable (but in no event more than two times
in any rolling 12-month period commencing on the date of this Agreement or more than 60 consecutive days (the “Suspension Period”))
in the event of pending negotiations relating to, or consummation of, a material transaction or the occurrence of a material event that,
in the Company’s reasonable determination, (i) would require additional disclosure of material non-public information by the
Company in the Registration Statement or such filing, as to which the Company has a bona fide business purpose for preserving confidentiality,
and the premature disclosure of which would adversely affect the Company, or (ii) render the Company unable to comply with Commission
requirements (any such circumstances being hereinafter referred to as a “Suspension Event”). In case of a Suspension
Event, the Company will give a notice to the Holder (a “Suspension Notice”) to suspend sales of the Registrable Shares
and such notice must state generally the basis for the notice and that such suspension will continue only for so long as the Suspension
Event or its effect is continuing. The Holder agrees not to effect any sales of its Registrable Shares pursuant to the Registration Statement
(or related filings) at any time after it has received a Suspension Notice from the Company and prior to receipt of an End of Suspension
Notice. The Holder may recommence effecting sales of the Registrable Shares pursuant to the Registration Statement (or related filings)
following further written notice to such effect (an “End of Suspension Notice”) from the Company, which End of Suspension
Notice will be given by the Company to the Holder promptly following the conclusion of any Suspension Event (and in any event during the
permitted Suspension Period). The Holder agrees that it will treat as confidential the receipt of any Suspension Notice from the Company
of the occurrence of an event as set forth above and shall not disclose or use the information contained in such notice without the prior
written consent of the Company until the End of Suspension Notice.


 






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Section 3.2             Restriction
on Sales.


 


(a)            The
Holder agrees that, following the effectiveness of any Registration Statement relating to its Registrable Shares, the Holder will not
effect any dispositions of any of its Registrable Shares pursuant to such Registration Statement or any filings under any state securities
laws at any time after the Holder has received notice from the Company to suspend dispositions as a result of the occurrence or existence
of any Suspension Event or so that the Company may correct or update the Registration Statement or such filing. The Holder will maintain
the confidentiality of any information included in the written notice delivered by the Company unless otherwise required by law or subpoena.
The Holder may recommence effecting dispositions of the Registrable Shares pursuant to the Registration Statement or such filings, and
all other obligations which are suspended as a result of a Suspension Event shall no longer be so suspended, following further notice
to such effect from the Company, which notice shall be given by the Company promptly after the conclusion of any such Suspension Event.


 


(b)            The
Holder further agrees, if requested by the managing underwriter or underwriters in an underwritten offering, not to effect any disposition
of any of the Registrable Shares during the period (the “Offering Blackout Period”) beginning upon receipt by the Holder
of written notice from the Company, but in any event no earlier than the fifteenth (15th) day preceding the anticipated date of pricing
of such underwritten offering, and ending no later than ninety (90) days after the closing date of such underwritten offering, and in
no event for any longer period of time than is applicable to the Company's directors and officers in connection with such underwritten
offering; provided, however, that such lockup shall not prohibit the Holder from pledging its Registrable Shares pursuant to a bona fide
margin loan or prevent the lender from exercising foreclosure remedies pursuant to such loan. Such Offering Blackout Period notice shall
be in writing in a form reasonably satisfactory to the Company and the managing underwriter or underwriters. The Holder will maintain
the confidentiality of any information included in such notice delivered by the Company unless otherwise required by law or subpoena.


 


(c)            The
Holder confirms its agreements to the restrictions on sales of Registrable Shares set forth in the Governance Agreement.


 






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Article 4


 


INDEMNIFICATION


 


Section 4.1             Indemnification
by the Company. The Company agrees to indemnify and hold harmless the Holder, and the officers, directors, stockholders, members,
managers, partners, affiliates, accountants, attorneys, trustees, employees, representatives and agents of the Holder, and each Person
(a “Controlling Person”), if any, who controls (within the meaning of Section 15(a) of the Securities Act
or Section 20(a) of the Exchange Act) any of the foregoing Persons, as follows (to the fullest extent permitted by applicable
law):


 


(a)            from
and against any and all costs, losses, liabilities, obligations, claims, damages, judgments, fines, penalties, awards, actions, other
liabilities and expenses whatsoever (the “Liabilities”), as incurred by any of them, arising out of or in connection
with (A) any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement (or any amendment
or supplement thereto) pursuant to which Registrable Shares were registered under the Securities Act, including all documents incorporated
therein by reference, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make
the statements therein not misleading, or (B) any untrue statement or alleged untrue statement of a material fact contained in any
Prospectus (or any amendment or supplement thereto) or the omission or alleged omission therefrom at such date of a material fact necessary
in order to make the statements therein, in the light of the circumstances under which they were made, not misleading;


 


(b)            from
and against any and all Liabilities, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation
or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement
or omission, or any such alleged untrue statement or omission; provided that (subject to Section 4.4 below) any such settlement
is effected with the prior written consent of the Company; and


 


(c)            from
and against any and all legal or other expenses whatsoever, as incurred (including the reasonable fees and disbursements of one counsel
chosen by any indemnified party) in investigating, preparing or defending against any litigation, or any investigation or proceeding by
any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or
any such alleged untrue statement or omission, to the extent that any such expense is not paid under subparagraph (a) or (b) above;
provided, however, that this indemnity agreement shall not apply to any Liabilities to the Holder or its Controlling Persons
to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity
with written information furnished to the Company by the Holder expressly for use in a Registration Statement (or any amendment thereto)
or any Prospectus (or any amendment or supplement thereto).


 


Section 4.2             Indemnification
by the Holder. The Holder agrees to indemnify and hold harmless the Company, and the officers, directors, stockholders, members, partners,
managers, employees, trustees, executors, representatives and agents of the Company, and each of their respective Controlling Persons,
to the fullest extent permitted by applicable law, from and against any and all Liabilities described in the indemnity contained in Section 4.1
hereof, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration
Statement (or any amendment thereto) or any Prospectus included therein (or any amendment or supplement thereto) in reliance upon and
in conformity with written information with respect to the Holder furnished to the Company by the Holder expressly for use in the Registration
Statement (or any amendment thereto) or such Prospectus (or any amendment or supplement thereto); provided, however, that the Holder shall
not be liable for any claims hereunder in excess of the amount of net proceeds (after deducting underwriters’ discounts and commissions)
received by the Holder from the sale of Registrable Shares pursuant to such Registration Statement, and provided further, that the obligations
of the Holder hereunder shall not apply to amounts paid in settlement of any such Liabilities if such settlement is effected without the
prior written consent of the Holder to the extent such consent is required under Section 4.3.


 






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Section 4.3             Notices
of Claims, etc. Each indemnified party shall give notice as promptly as reasonably practicable to each indemnifying party of
any action or proceeding commenced against it in respect of which indemnity may be sought hereunder, but failure to so notify an indemnifying
party shall not relieve such indemnifying party from any liability hereunder unless the indemnifying party is actually materially prejudiced
as a result thereof, and in such case, only to the extent of such prejudice, and in any event shall not relieve it from any liability
which it may have otherwise than on account of this indemnity agreement. An indemnifying party may participate therein at its own expense
and, to the extent that it shall wish, assume the defense of such action; provided, however, that counsel to the indemnifying party shall
not (except with the consent of the indemnified party) also be counsel to the indemnified party. Notwithstanding the indemnifying party’s
rights in the immediately preceding sentence, the indemnified party shall have the right to employ its own counsel (in addition to any
local counsel), and the indemnifying party shall bear the reasonable fees, costs, and expenses of such separate counsel if (a) the
use of counsel chosen by the indemnifying party to represent the indemnified party would present such counsel with a conflict of interest;
(b) actual or potential defendants in, or targets of, any such proceeding include both the indemnified party and the indemnifying
party, and the indemnified party shall have reasonably concluded that there may be a legal defense available to it and/or other indemnified
parties which are different from or additional to those available to the indemnifying party; (c) the indemnifying party shall not
have employed counsel to represent the indemnified party within a reasonable time after notice of the institution of such proceeding;
or (d) the indemnifying party shall authorize the indemnified party to employ separate counsel at the expense of the indemnifying
party. In no event shall the indemnifying party or parties be liable for the fees and expenses of more than one counsel (in addition to
any local counsel) separate from their own counsel for all indemnified parties in connection with any one action or separate but similar
or related actions in the same jurisdiction arising out of the same general allegations or circumstances. No indemnifying party shall,
without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect
to any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whosoever
in respect of which indemnification or contribution could be sought under this Article 4 (whether or not the indemnified parties
are actual or potential parties thereto), unless such settlement, compromise or consent (i) includes an unconditional release of
each indemnified party from all liability arising out of such litigation, investigation, proceeding or claim and (ii) does not include
a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party.


 


Section 4.4             Indemnification
Payments. If at any time an indemnified party shall have requested an indemnifying party consent to any settlement of the nature contemplated
by Section 4.1(b), such indemnifying party agrees that it shall be liable for such settlement, including any such related fees and
expenses of counsel, effected without its written consent if (i) such settlement is entered into more than 45 days after receipt
by such indemnifying party of the aforesaid request, (ii) such indemnifying party shall have received notice of the terms of such
settlement at least 30 days prior to such settlement being entered into, and (iii) such indemnifying party shall not have responded
to such indemnified party in accordance with such request prior to the date of such settlement.


 






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Section 4.5             Contribution.


 


(a)            If
the indemnification provided for in this Article 4 is for any reason unavailable to or insufficient to hold harmless an indemnified
party in respect of any Liabilities referred to therein, then each indemnifying party shall contribute to the aggregate amount of such
Liabilities incurred by such indemnified party, as incurred, in such proportion as is appropriate to reflect the relative fault of the
Company on the one hand and the applicable Holder on the other hand in connection with the statements or omissions which resulted in such
Liabilities, as well as any other relevant equitable considerations.


 


(b)            The
relative fault of the Company on the one hand and the Holder on the other hand shall be determined by reference to, among other things,
whether any such untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates
to information supplied by the Company or the Holder and the parties’ relative intent, knowledge, access to information and opportunity
to correct or prevent such statement or omission.


 


(c)            The
Company and the Holder agree that it would not be just and equitable if contribution pursuant to this Section 4.5 were determined
by pro rata allocation or by any other method of allocation which does not take account of the equitable considerations referred
to above in this Article 4. The aggregate amount of Liabilities incurred by an indemnified party and referred to above in this Article 4
shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in investigating, preparing or defending
against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever
based upon any such untrue or alleged untrue statement or omission or alleged omission.


 


(d)            No
Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled
to contribution from any Person who was not guilty of such fraudulent misrepresentation.


 


Article 5


 


TERMINATION; SURVIVAL


 


Section 5.1             Termination;
Survival. The rights of the Holder under this Agreement shall terminate upon the date that the Holder ceases to hold Registrable Shares.
Notwithstanding the foregoing, the rights and obligations of the parties under Article 4 and Article 6 of this Agreement shall
remain in full force and effect following such time.


 






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Article 6


 


MISCELLANEOUS


 


Section 6.1             Covenants
Relating to Rule 144. For so long as the Company is subject to the reporting requirements of Section 13 or 15 of the Exchange
Act, the Company covenants that it will use its reasonable best efforts to file the reports required to be filed by it under the Securities
Act and Section 13(a) or 15(d) of the Exchange Act and the rules and regulations adopted by the Commission thereunder.
If the Company ceases to be so required to file such reports, the Company covenants that it will upon the request of the Holder of Registrable
Shares (a) make publicly available such information as is necessary to permit sales pursuant to Rule 144 under the Securities
Act, (b) deliver such information to a prospective purchaser as is necessary to permit sales pursuant to Rule 144A under the
Securities Act and it will take such further action as the Holder of Registrable Shares may reasonably request, and (c) take such
further action that is reasonable in the circumstances, in each case to the extent required from time to time to enable the Holder to
sell its Registrable Shares without registration under the Securities Act within the limitation of the exemptions provided by (i) Rule 144
under the Securities Act, as such Rule may be amended from time to time, (ii) Rule 144A under the Securities Act, as such
rule may be amended from time to time, or (iii) any similar rules or regulations hereafter adopted by the Commission. Upon
the request of the Holder of Registrable Shares, the Company will deliver to the Holder a written statement as to whether it has complied
with such requirements and of the Securities Act and the Exchange Act, a copy of the most recent annual and quarterly report(s) of
the Company, and such other reports, documents or stockholder communications of the Company, and take such further actions consistent
with this Section 6.1, as the Holder may reasonably request in availing itself of any rule or regulation of the Commission allowing
the Holder to sell any such Registrable Shares without registration.


 


Section 6.2             No
Conflicting Agreements. The Company hereby represents and warrants that the Company has not entered into and the Company will not
after the date of this Agreement enter into any agreement which conflicts with the rights granted to the Holder of Registrable Shares
pursuant to this Agreement or otherwise conflicts with the provisions of this Agreement. The Company hereby represents and warrants that
the rights granted to the Holder hereunder do not and will not for the term of this Agreement in any way conflict with the rights granted
to the holders of the Company’s other issued and outstanding securities under any such agreements.


 


Section 6.3             Additional
Shares. The Company, at its option, may register, under any Registration Statement and any filings under any state securities laws
filed pursuant to this Agreement, any number of unissued, treasury or other Common Stock of or owned by the Company and any of its subsidiaries
or any Common Stock or other securities of the Company owned by any other security holder or security holders of the Company.


 






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Section 6.4             Governing
Law; Arbitration. All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed
by, and shall be construed and interpreted in accordance with, the internal laws of the State of New York, without giving effect to any
choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdictions) that would cause
the application of the laws of any jurisdiction other than the State of New York. The Company and the Holder hereby agree that (a) any
and all litigation arising out of this Agreement shall be conducted only in state or Federal courts located in the State of New York and
(b) such courts shall have the exclusive jurisdiction to hear and decide such matters. The Holder accepts, for itself and in respect
of the Holder’s property, expressly and unconditionally, the nonexclusive jurisdiction of such courts and hereby waives any objection
that the Holder may now or hereafter have to the laying of venue of such actions or proceedings in such courts. Insofar as is permitted
under applicable law, this consent to personal jurisdiction shall be self-operative and no further instrument or action, other than service
of process in the manner set forth in Section 6.9 hereof or as otherwise permitted by law, shall be necessary in order to confer
jurisdiction upon the Holder in any such courts. Nothing contained herein shall affect the right serve process in any manner permitted
by law or to commence any legal action or proceeding in any other jurisdiction. The Company and the Holder hereby (i) expressly waive
any right to a trial by jury in any action or proceeding to enforce or defend any right, power or remedy under or in connection with this
Agreement or arising from any relationship existing in connection with this Agreement, and (ii) agree that any such action shall
be tried before a court and not before a jury.


 


Section 6.5             Counterparts.
This Agreement may be executed in two or more identical counterparts, all of which shall be considered one and the same agreement and
shall become effective when counterparts have been signed by each party and delivered to the other party; provided that a signature delivered
by facsimile, email pdf or other electronic form shall be considered due execution and shall be binding upon the signatory thereto with
the same force and effect as if the signature were an original.


 


Section 6.6             Headings.
The headings of this Agreement are for convenience of reference and shall not form part of, or affect the interpretation of, this Agreement.


 


Section 6.7             Severability.
If any provision of this Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not
affect the validity or enforceability of the remainder of this Agreement in that jurisdiction or the validity or enforceability of any
provision of this Agreement in any other jurisdiction.


 


Section 6.8             Entire
Agreement; Amendments; Waiver. This Agreement and the Related Documents supersede all other prior oral or written agreements between
the Holder, the Company, their respective affiliates and Persons acting on their behalf with respect to the matters discussed herein,
and this Agreement and the Related Documents contain the entire understanding of the parties with respect to the matters covered herein
and therein and, except as specifically set forth herein or therein, neither the Company nor the Holder makes any representation, warranty,
covenant or undertaking with respect to such matters. No provision of this Agreement may be amended other than by an instrument in writing
signed by the Company and the Holder. No provision hereof may be waived other than by an instrument in writing signed by the party against
whom enforcement is sought.


 






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Section 6.9             Notices.
Any notices, consents, waivers or other communications required or permitted to be given under the terms of this Agreement must be in
writing and will be deemed to have been delivered: (i) upon receipt, when delivered personally; (ii) upon receipt, when sent
via email (provided no automated notice of delivery failure is received by the sender); or (iii) one Business Day after deposit with
an overnight courier service, in each case properly addressed to the party to receive the same. The addresses and facsimile numbers for
such communications shall be:


 


If to the Company:


 


Safehold Inc.


1114 Avenue of the Americas, 39th Floor


New York, New York 10036


Attention: [●]


Email: [●]


 


If to the Holder:


 


[SPINCO]


1114 Avenue of the Americas, 39th Floor


New York, New York 10036


Attention: [●]


Email: [●]


 


Section 6.10             Successors
and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their respective permitted successors
and assigns. No assignment of this Agreement or of any rights or obligations hereunder may be made by any party hereto without the prior
written consent of the other party hereto.


 


Section 6.11             No
Third Party Beneficiaries. This Agreement is intended for the benefit of the parties hereto and their respective permitted successors
and assigns, and is not for the benefit of, nor may any provision hereof be enforced by, any other Person other than as expressly set
forth in Article 4 and this Section 6.11.


 


Section 6.12             Further
Assurances. Each party shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute
and deliver all such other agreements, certificates, instruments and documents, as any other party may reasonably request in order to
carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.


 


Section 6.13             Specific
Performance. The parties acknowledge and agree that in the event of a breach or threatened breach of its covenants hereunder, the
harm suffered would not be compensable by monetary damages alone and, accordingly, in addition to other available legal or equitable remedies,
each non-breaching party shall be entitled to apply for an injunction or specific performance with respect to such breach or threatened
breach, without proof of actual damages (and without the requirement of posting a bond, undertaking or other security), and the Holder
and the Company agree not to plead sufficiency of damages as a defense in such circumstances.


 






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Section 6.14             Costs
and Expenses. The Company shall bear all Registration Expenses incurred in connection with the registration of the Registrable Shares
pursuant to this Agreement and the Company’s performance of its other obligations under the terms of this Agreement; provided,
however, that the Holder shall bear all underwriting fees, discounts, commissions, or taxes (including transfer taxes) attributable
to the sale of securities by the Holder, or any legal fees and expenses of counsel to the Holder and any underwriter engaged by the Holder
and all other expenses incurred in connection with the performance by the Holder of its obligations under the terms of this Agreement.
All other costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby will be paid by the party
incurring such costs and expenses, whether or not any of the transactions contemplated hereby are consummated.


 


[Signature Page Follows.]


 






    	 	17	 



     


    

 


IN WITNESS WHEREOF, the Holder
and the Company have caused their respective signature page to this Agreement to be duly executed as of the date first written above.


 


	 	SAFEHOLD INC.
	 	 	 
	 	By:	 
	 	Name: 	[●]
	 	Title: 	[●]
	 	 	 
	 	[SPINCO]
	 	 	 
	 	By:	 
	 	Name: 	[●]
	 	Title: 	[●]


 


[Signature Page to Registration Rights Agreement]