EXHIBIT 10.1


 


MANAGEMENT AGREEMENT


 


THIS MANAGEMENT AGREEMENT
is entered into on ___________ __, by and between [SPINCO], a Maryland business trust (“SpinCo”),
and [MANAGER], a Delaware limited liability company (together with its permitted assignees, the “Manager”).


 


WHEREAS, in connection with
the separation transactions and the distribution of all of the interests in SpinCo to the stockholders of iStar (the “Spin-Off”),
as contemplated by the Separation and Distribution Agreement dated as of the date hereof between SpinCo and iStar, the parties desire
to enter into this Agreement to provide for the Manager to provide management and advisory services to SpinCo from and after the Spin-Off
on the terms set forth herein; and


 


WHEREAS, upon consummation
of the merger of iStar and SAFE, the surviving company of the merger (the “Surviving Company”), to be named “Safehold
Inc.,” will be the ultimate parent company of the Manager.


 


NOW THEREFORE, in consideration
of the mutual agreements herein set forth and such other valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
the parties hereto agree as follows:


 


Section 1.            Definitions.
The following terms have the following meanings assigned to them:


 


(a)         “Accelerated
Termination Date” shall have the meaning set forth in Section 14(c) of this Agreement.


 


(b)         “Affiliate”
means a Person that directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under common control
with, the Person specified. For purposes of this Agreement, SpinCo shall not be deemed to be an Affiliate of the Manager and the Manager
shall not be deemed to be an Affiliate of SpinCo.


 


(c)         “Agreement”
means this Management Agreement, as amended, restated or supplemented from time to time.


 


(d)         “Annual
Term” means the Initial Term and each Automatic Renewal Term.


 


(e)         “Assets”
means the assets of SpinCo and the Subsidiaries.


 


(f)          “Automatic
Renewal Term” means each successive one year term of the Agreement after the end of the Initial Term.


 


(g)         “Bankruptcy”
means, with respect to any Person, (a) the filing by such Person of a voluntary petition seeking liquidation, reorganization, arrangement
or readjustment, in any form, of its debts under Title 11 of the United States Code or any other federal, state or foreign insolvency
law, or such Person’s filing an answer consenting to or acquiescing in any such petition, (b) the making by such Person of
any assignment for the benefit of its creditors, (c) the expiration of 60 days after the filing of an involuntary petition under
Title 11 of the Unites States Code, an application for the appointment of a receiver for a material portion of the assets of such Person,
or an involuntary petition seeking liquidation, reorganization, arrangement or readjustment of its debts under any other federal, state
or foreign insolvency law, provided that the same shall not have been vacated, set aside or stayed within such 60-day period or
(d) the entry against it of a final and non-appealable order for relief under any bankruptcy, insolvency or similar law now or hereinafter
in effect.


 






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(h)         “Board
of Trustees” means the Board of Trustees of SpinCo.


 


(i)          “Code”
means the Internal Revenue Code of 1986, as amended.


 


(j)          “Company
Account” shall have the meaning set forth in Section 5 of this Agreement.


 


(k)         “Company
Common Shares” means the common shares of beneficial interest, $0.01 par value per share, of SpinCo.


 


(l)          “Company
Indemnified Party” shall have the meaning set forth in Section 12(b) of this Agreement.


 


(m)        “Excess
Funds” shall have the meaning set forth in Section 2(j) of this Agreement.


 


(n)         “Exchange
Act” means the Securities Exchange Act of 1934, as amended.


 


(o)         “Expenses”
shall have the meaning set forth in Section 10(a) of this Agreement.


 


(p)         “GAAP”
means generally accepted accounting principles, as applied in the United States.


 


(q)         “Governance
Agreement” means the Governance Agreement to be entered into on the date hereof by and between iStar and SpinCo.


 


(r)          “Governing
Instruments” means, with regard to any entity, the articles of incorporation and bylaws in the case of a corporation, certificate
of limited partnership (if applicable) and the partnership agreement in the case of a general or limited partnership, the articles of
formation and the operating or limited liability company agreement in the case of a limited liability company, the trust instrument in
the case of a trust, or similar governing documents, in each case as amended from time to time.


 


(s)         “Indemnitee”
shall have the meaning set forth in Section 12(b) of this Agreement.


 


(t)          “Indemnitor”
shall have the meaning set forth in Section 12(c) of this Agreement.


 






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(u)         “Independent
Trustees” means the members of the Board of Trustees who are not officers, personnel or employees of the Manager or any Person
directly or indirectly controlling or controlled by the Manager, and who are otherwise “independent” in accordance with SpinCo’s
Governing Instruments and, if applicable, the rules of any national securities exchange on which Company Common Shares are listed.


 


(v)         “Initial
Term” means the period from the date hereof through the first anniversary of such date.


 


(w)         “Investment
Company Act” means the Investment Company Act of 1940, as amended.


 


(x)          “iStar”
means iStar Inc., a Maryland corporation, or any Person which is a successor (by merger, consolidation, purchase of all or substantially
all of the consolidated assets of iStar, or similar transaction) to iStar, including, from and after the consummation of the Merger, the
Surviving Company.


 


(y)         “Management
Fee” means the per annum management fee set forth in the table below for each relevant Annual Term of the Agreement beginning
on the date hereof, in each case calculated and payable quarterly in arrears:


 


	Annual Term	Annual Fee
	Initial Term	$25.0 million
	First Annual Renewal Term	$15.0 million
	Second Annual Renewal Term	$10.0 million
	Third Annual Renewal Term	$5.0 million
	Thereafter	2.0 % of the gross book value of SpinCo’s Assets, excluding shares of common stock or other securities of SAFE, as of the end of each fiscal quarter, as reported in its SEC filings.


 


(z)          “Manager”
shall have the meaning set forth in the introductory paragraph of this Agreement.


 


(aa)        “Manager
Change of Control” means that iStar (i) ceases to be the direct or indirect beneficial owner of not less than a majority
of (x) the combined voting power of the Manager’s then outstanding equity interests or (y) the Manager’s outstanding
equity interests, or (ii) ceases to hold the exclusive power to direct or control the management policies of the Manager, whether
through the ownership of beneficial equity interests, common directors or officers, by contract or otherwise. Manager Change of Control
shall not include (i) any assignment of this Agreement by the Manager as permitted hereby and in accordance with the terms hereof;
or (ii) a change of control of iStar.


 






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(bb)         “Manager
Indemnified Party” shall have the meaning set forth in Section 12(a) of this Agreement.


 


(cc)         “Merger”
means the merger of iStar and SAFE pursuant to the Agreement and Plan of Merger, dated as of __________, 2022, between iStar and SAFE.


 


(dd)         “Original
Due Date” shall have the meaning set forth in Section 8(b) of this Agreement.


 


(ee)         “Person”
means any individual, corporation, partnership, joint venture, limited liability company, estate, trust, unincorporated association, any
federal, state, county or municipal government or any bureau, department or agency thereof and any fiduciary acting in such capacity on
behalf of any of the foregoing.


 


(ff)           “Portfolio
Management Services” shall have the meaning set forth in Section 2(c) of this Agreement.


 


(gg)         “SAFE”
means Safehold Inc, a Maryland corporation, or any Person which is a successor (by merger, consolidation, purchase of all or substantially
all of the consolidated assets of SAFE, or similar transaction) to SAFE prior to the consummation of the Merger (which, for the avoidance
of doubt, does not include the Surviving Company).


 


(hh)         “Securities
Act” means the Securities Act of 1933, as amended.


 


(ii)           “Shortfall
Amount” shall have the meaning set forth in Section 8(b) of this Agreement.


 


(jj)           “SpinCo”
shall have the meaning set forth in the introductory paragraph of this Agreement.


 


(kk)         “Spin-Off”
shall have the meaning set forth in the recitals of this Agreement.


 


(ll)           “Subsidiary”
means any subsidiary of SpinCo; any partnership, the general partner of which is SpinCo or any subsidiary of SpinCo; any limited liability
company, the managing member of which is SpinCo or any subsidiary of SpinCo; and any corporation or other entity of which a majority of
(i) the voting power of the voting equity securities or (ii) the outstanding equity interests is owned, directly or indirectly,
by SpinCo or any subsidiary of SpinCo.


 


(mm)        “Termination
Fee” means:


 


(i)            in
respect of a Termination Without Cause by SpinCo pursuant to Section 14(b), (x) $50.0 million minus (y) the aggregate amount
of Management Fees actually paid to the Manager prior to the termination date; provided, however, that if SpinCo has completed
the liquidation of its Assets on or before the termination date, the Termination Fee shall mean the sum of (x) any portion of the
annual Management Fee that remained unpaid for the remainder of the Annual Term in which the termination date occurs plus, (y) if
the termination date occurs on or before the third anniversary of the Spin-Off, the amount of the Management Fee that would have been
payable for the next succeeding Annual Term, or, if the termination date occurs after the third anniversary of the Spin-Off, zero; and


 






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(ii) in respect
of a termination by the Manager pursuant to Section 14(c), the Termination Fee shall be the amount determined in accordance with
the table below, based on the Annual Term in which the termination date occurs, plus the balance of any unpaid portion of the annual Management
Fee for the year in which the Manager delivers a notice of termination pursuant to Section 14(c):


 


	Annual Term	Threshold Amount	Termination Fee
	Initial Term	$120.0 million	$30.0 million
	First Annual Renewal Term	75.0 million	15.0 million
	Second Annual Renewal Term	45.0 million	5.0 million
	Third Annual Renewal Term and thereafter	N/A	0


 


(nn)           “Termination
Notice” shall have the meaning set forth in Section 14(b) of this Agreement.


 


(oo)           “Termination
Without Cause” shall have the meaning set forth in Section 14(b) of this
Agreement


 


(pp)           “Threshold
Amount” means the relevant “Threshold Amount” for an Annual Term, as set forth in the definition of “Termination
Fee.”


 


Section 2.                Appointment
and Duties of the Manager.


 


(a)            SpinCo
hereby appoints the Manager to manage the Assets and the day-to-day operations of SpinCo, subject to the terms and conditions set forth
in this Agreement, and the Manager hereby agrees to perform each of the duties set forth herein. The appointment of the Manager shall
be exclusive to the Manager subject to the terms and conditions set forth in this Agreement.


 


(b)            The
parties acknowledge that (i) the Manager is a special purpose vehicle formed for the principal purpose of serving as the investment
manager of SpinCo and its Subsidiaries and the Assets; (ii) the Manager is an affiliate of iStar; (iii) the Manager performs
its services for SpinCo and its Subsidiaries through the personnel and facilities of iStar; and (iv) the Manager has no, and will
have no, employees or other persons acting on its behalf other than (A) officers, partners and employees of iStar, or (B) other
persons who are subject to the supervision and control of iStar.


 






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(c)            The
Manager, in its capacity as manager of the Assets and the day to day operations of SpinCo and the Subsidiaries, at all times will be subject
to the supervision of the Board of Trustees and will have only such functions and authority as SpinCo may delegate to it including, without
limitation:


 


(i)              managing,
financing, retaining, selling, restructuring or disposing of Assets, in accordance with any specific parameters established by the Board
of Trustees;


 


(ii)             advising
on the terms of transactions entered into by SpinCo and the Subsidiaries and general corporate strategy of SpinCo and the Subsidiaries;


 


(iii)            representing
and making recommendations to SpinCo in connection with the development, management, financing, sale and commitment to sell assets;


 


(iv)            with
respect to prospective transactions, contracts, leases, sales or exchanges involving Assets, conducting negotiations on behalf of SpinCo
and the Subsidiaries with buyers, tenants, developers, construction agents, purchasers and brokers and, if applicable, their respective
agents and representatives;


 


(v)             advising
SpinCo on and, negotiating and entering into, on behalf of SpinCo and the Subsidiaries, credit facilities (including term loans and revolving
facilities), mortgage indebtedness, repurchase agreements, warehouse lines, financing vehicles, agreements relating to borrowings under
programs established by governmental agencies or programs, commercial paper programs, interest rate swap and cap agreements and other
hedging instruments, and all other agreements and engagements required for SpinCo and the Subsidiaries to conduct their business;


 


(vi)            overseeing
tenants, borrowers and other counterparties;


 


(vii)           retaining,
supervising and directing asset level personnel and consultants (subject to Section 10(a)(xix));


 


(viii)         engaging
and supervising, on behalf of SpinCo and the Subsidiaries and at SpinCo’s expense, independent contractors which provide construction
consulting, hotel and property management, real estate brokerage, investment banking, mortgage brokerage, securities brokerage, other
real estate and financial services, due diligence services, underwriting review services, legal and accounting services, and all other
services as may be required relating to Assets;


 


(ix)            advising
SpinCo on, preparing, negotiating and entering into, on behalf of SpinCo, applications and agreements relating to governmental programs;


 


(x)             coordinating
and managing operations of any co-investment interests or joint venture held by SpinCo and the Subsidiaries and conducting all matters
with the co-investment partners or joint ventures;


 






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(xi)            arranging
marketing materials, advertising, industry group activities (such as conference participations and industry organization memberships)
and other promotional efforts designed to promote SpinCo’s Assets;


  


(xii)           providing
executive and administrative personnel, office space and office services required in rendering services to SpinCo and the Subsidiaries;


 


(xiii)          administering
the day-to-day operations and performing and supervising the performance of such other administrative functions necessary to the management
of SpinCo and the Subsidiaries as may be agreed upon by the Manager and the Board of Trustees, including, without limitation, the collection
of rents and interest payments, the payment of the debts and obligations of SpinCo and the Subsidiaries and maintenance of appropriate
computer services to perform such administrative functions;


 


(xiv)          communicating
on behalf of SpinCo and the Subsidiaries with the holders of any of their equity or debt securities and lenders as required to satisfy
the reporting and other requirements of any governmental bodies or agencies or trading markets and to maintain effective relations with
such holders and lenders;


 


(xv)           counseling
SpinCo in connection with policy decisions to be made by the Board of Trustees;


 


(xvi)          evaluating
and recommending to the Board of Trustees hedging strategies and engaging in hedging activities on behalf of SpinCo and the Subsidiaries,
consistent with such strategies as so modified from time to time;


 


(xvii)         counseling
SpinCo regarding tax matters and tax compliance;


 


(xviii)        counseling
SpinCo and the Subsidiaries regarding the maintenance of their exemptions from the status of an investment company required to register
under the Investment Company Act, monitoring compliance with the requirements for maintaining such exemptions and using commercially reasonable
efforts to cause them to maintain such exemptions from such status;


 


(xix)           furnishing
reports and statistical and economic research to SpinCo and the Subsidiaries regarding their activities and services performed for SpinCo
and the Subsidiaries by the Manager;


 


(xx)            monitoring
the performance of the Assets and providing periodic reports with respect thereto to the Board of Trustees, including comparative information
with respect to such operating performance and budgeted or projected operating results;


 


(xxi)           investing
and reinvesting any moneys and securities of SpinCo and the Subsidiaries (including investing in short-term Assets pending the disposition
of other Assets, payment of fees, costs and expenses, or payments of dividends or distributions to stockholders and partners of SpinCo
and the Subsidiaries) and advising SpinCo and the Subsidiaries as to their capital structure and capital raising;


 






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(xxii)          assisting
SpinCo and the Subsidiaries in retaining qualified accountants and legal counsel, as applicable, to assist in developing appropriate accounting
systems and procedures, internal controls and other compliance procedures and testing systems with respect to financial reporting obligations
and to conduct quarterly compliance reviews with respect thereto;


 


(xxiii)         assisting
SpinCo and the Subsidiaries to qualify to do business in all applicable jurisdictions and to obtain and maintain all appropriate licenses;


 


(xxiv)        assisting
SpinCo and the Subsidiaries in complying with all regulatory requirements applicable to them in respect of their business activities,
including preparing or causing to be prepared all financial statements required under applicable regulations and contractual undertakings
and all reports and documents, if any, required under the Exchange Act, the Securities Act, or by stock exchange requirements;


 


(xxv)         assisting
SpinCo and the Subsidiaries in taking all necessary action to enable them to make required tax filings and reports;


 


(xxvi)        handling
and resolving all claims, disputes or controversies (including all litigation, arbitration, settlement or other proceedings or negotiations)
on SpinCo’s and/or the Subsidiaries’ behalf in which SpinCo and/or the Subsidiaries may be involved or to which they may be
subject arising out of their day-to-day operations (other than with the Manager or its Affiliates), subject to such limitations or parameters
as may be imposed from time to time by the Board of Trustees;


 


(xxvii)       using
commercially reasonable efforts to cause expenses incurred by SpinCo and the Subsidiaries or on their behalf to be commercially reasonable
or commercially customary and within any budgeted parameters or expense guidelines set by the Board of Trustees from time to time;


 


(xxviii)       advising
SpinCo and the Subsidiaries with respect to and structuring long term financing vehicles for the Assets, and offering and selling securities
publicly or privately in connection with any such financing;


 


(xxix)         serving
as SpinCo’s and the Subsidiaries’ consultant with respect to decisions regarding any of their financings, hedging activities
or borrowings undertaken by SpinCo and the Subsidiaries including (1) assisting SpinCo and the Subsidiaries in developing criteria
for debt and equity financing that are specifically tailored to their investment objectives, and (2) advising SpinCo and the Subsidiaries
with respect to obtaining appropriate financing for their investments;


 


(xxx)          performing
such other services as may be required from time to time for management and other activities relating to the Assets and business of SpinCo
and the Subsidiaries as the Board of Trustees and the Manager, each acting reasonably shall agree from time to time; and


 


(xxxi)         using
commercially reasonable efforts to cause SpinCo and the Subsidiaries to comply with all applicable laws.


 






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Without limiting the foregoing, the Manager will
perform portfolio management services (the “Portfolio Management Services”) on behalf of SpinCo and the Subsidiaries
with respect to the Assets. Such services will include, but not be limited to: consulting with SpinCo and the Subsidiaries on the underwriting,
and sale of, and other opportunities in connection with, SpinCo’s portfolio of Assets; the collection of information and the submission
of reports pertaining to SpinCo’s Assets, tenants, borrowers, market conditions, interest rates and general economic conditions;
periodic review and evaluation of the performance of SpinCo’s portfolio of Assets; acting as liaison between SpinCo and the Subsidiaries
and real estate brokerage, hotel management, construction management, development, tenant, banking, mortgage banking, investment banking
and other parties with respect to the financing and disposition of Assets; and other customary functions related to portfolio management
as the Board of Trustees and the Manager, each acting reasonably, shall agree from time to time. For the avoidance of doubt, unless otherwise
agreed by the Board of Trustees and the Manager or as otherwise in connection with the ordinary course management and operation of the
Assets, the Manager shall not be responsible for assisting SpinCo in the acquisition, purchase or origination of additional Assets.


 


(d)            For
the period and on the terms and conditions set forth in this Agreement, SpinCo and each of the Subsidiaries hereby constitutes, appoints
and authorizes the Manager as its true and lawful agent and attorney-in-fact, in its name, place and stead, to negotiate, execute, deliver
and enter into such development agreements, management agreements, construction agreements, leases, purchase agreements, financing agreements,
organizational documents, guaranties, joint venture agreements, brokerage agreements, hedging agreements, custodial agreements and such
other agreements, instruments and authorizations on their behalf, on such terms and conditions as the Manager, acting in its sole and
absolute discretion, deems necessary or appropriate. This power of attorney is deemed to be coupled with an interest.


 


(e)            The
Manager may enter into agreements with other parties, including its Affiliates, for the purpose of engaging one or more parties for and
on behalf, and at the sole cost and expense, of SpinCo and the Subsidiaries to provide services to SpinCo and the Subsidiaries (including,
without limitation, Portfolio Management Services) pursuant to agreement(s) with terms which are then customary for agreements regarding
the provision of services to companies that have assets similar in type, quality and value to the Assets of SpinCo and the Subsidiaries;
provided that any such agreements entered into with Affiliates of the Manager shall be on terms no more favorable to such
Affiliate than would be obtained from a third party on an arm’s-length basis and shall be subject to approval by a majority of the
Independent Trustees. Except as otherwise agreed by SpinCo, the Manager shall remain personally liable for the performance of such services
by its Affiliates.


 


(f)            In
addition, to the extent that the Manager deems necessary or advisable, the Manager may, from time to time, propose to retain one or more
additional entities for the provision of sub-advisory services to the Manager in order to enable the Manager to provide the services to
SpinCo and the Subsidiaries specified by this Agreement; provided that any such agreement (i) shall be on terms and conditions
substantially identical to the terms and conditions of this Agreement or otherwise not adverse to SpinCo and the Subsidiaries, and (ii) shall
be subject to approval by a majority of the Independent Trustees of SpinCo.


 






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(g)            The
Manager may retain, for and on behalf and at the sole cost and expense of SpinCo and the Subsidiaries, such services of accountants, legal
counsel, appraisers, insurers, brokers, transfer agents, registrars, developers, investment banks, valuation firms, financial advisors,
due diligence firms, underwriting review firms, construction consulting firms, banks and other lenders and others as the Manager deems
necessary or advisable in connection with the management and operations of SpinCo and the Subsidiaries.


 


(h)            The
Manager may effect transactions by or through the agency of another Person through an arrangement under which that party or its Affiliates
will from time to time provide to or procure for the Manager and/or its Affiliates goods, services or other benefits, the nature of which
is such that provision can reasonably be expected to benefit SpinCo and the Subsidiaries as a whole and may contribute to an improvement
in the performance of SpinCo and the Subsidiaries or the Manager or its Affiliates in providing services to SpinCo and the Subsidiaries
on terms that no direct payment is made but instead the Manager and/or its Affiliates undertake to place business with that party.


 


(i)            The
Manager shall prepare, or cause to be prepared at the sole cost and expense of SpinCo and the Subsidiaries:


 


(i)              regular
reports for the Board of Trustees to enable the Board of Trustees to review SpinCo’s and the Subsidiaries’ investments, financing
arrangements, performance, compliance with the Governing Instruments and compliance with other policies approved by the Board of Trustees
from time to time;


 


(ii)            with
respect to any Asset, such reports and other information as may be reasonably requested by SpinCo;


 


(iii)            any
materials required to be filed with any governmental body or agency;


 


(iv)            reports
required by debt providers; and


 


(v)            such
reports and other materials including, without limitation, an annual audit of SpinCo’s and the Subsidiaries’ books of account
by a nationally recognized registered independent public accounting firm.


 


(j)            Notwithstanding
anything contained in this Agreement to the contrary, except to the extent that the payment of additional moneys is proven by SpinCo to
have been required as a direct result of the Manager’s acts or omissions which result in the right of SpinCo and the Subsidiaries
to terminate this Agreement pursuant to Section 16 of this Agreement, the Manager shall not be required to expend money (“Excess
Funds”) in connection with any expenses that are required to be paid for or reimbursed by SpinCo and the Subsidiaries pursuant
to Section 10 in excess of that contained in any applicable Company Account (as herein defined) or otherwise made available
by SpinCo and the Subsidiaries to be expended by the Manager hereunder. Failure of the Manager to expend Excess Funds out-of-pocket shall
not give rise or be a contributing factor to the right of SpinCo and the Subsidiaries under Section 14 of this Agreement to
terminate this Agreement due to the Manager’s unsatisfactory performance.


 






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(k)            In
performing its duties under this Section 2, the Manager shall be entitled to rely reasonably on qualified experts and professionals
(including, without limitation, accountants, legal counsel and other service providers) hired by the Manager at SpinCo’s and the
Subsidiaries’ sole cost and expense.


 


(l)            SpinCo
and the Manager acknowledge that an affiliate of the Manager (the “Lender”) has provided a term loan facility to SpinCo
(the “Term Loan”). SpinCo and the Manager agree that the rights, obligations and liabilities of the Lender and SpinCo
with respect to the Term Loan shall be determined solely pursuant to the documents governing the Term Loan and not this Agreement.


 


Section 3.                Devotion
of Time; Additional Activities.


 


(a)            The
Manager and its Affiliates will provide SpinCo and the Subsidiaries with a management team, including a chief executive officer, a chief
financial officer, a chief compliance officer and other appropriate support personnel, to provide the management services hereunder. None
of the Manager or its Affiliates shall be obligated to dedicate any of its officers or employees exclusively to SpinCo, nor is the Manager
or any of its Affiliates or any of their respective personnel obligated to dedicate any specific portion of its or their time to SpinCo.


 


(b)            Nothing
in this Agreement shall (i) prevent the Manager or any of its Affiliates, officers, directors, employees or personnel, from engaging
in other businesses or from rendering services of any kind to any other Person, including, without limitation, investing in, or rendering
advisory services to others investing in, any type of business (including, without limitation, acquisitions of assets that meet the principal
objectives of SpinCo), whether or not the objectives or policies of any such other Person or entity are similar to those of SpinCo or
(ii) in any way bind or restrict the Manager or any of its Affiliates, officers, directors, employees or personnel from buying, selling
or trading any securities or assets for their own accounts or for the account of others for whom the Manager or any of its Affiliates,
officers, directors, employees or personnel may be acting. When making decisions where a conflict of interest may arise, the Manager will
use its reasonable best efforts to allocate opportunities in a fair and equitable manner over time as between SpinCo and the Subsidiaries
and the Manager’s other clients, taking into account SpinCo’s business strategy which is primarily to manage the Assets and
sell them over time and not to acquire or originate new Assets.


 


(c)            Managers,
partners, officers, employees, personnel and agents of the Manager or Affiliates of the Manager may serve as directors, trustees, officers,
employees, personnel, agents, nominees or signatories for SpinCo and/or any Subsidiary, to the extent permitted by their Governing Instruments
or by any resolutions duly adopted by the Board of Trustees pursuant to SpinCo’s Governing Instruments. When executing documents
or otherwise acting in such capacities for SpinCo or the Subsidiaries, such persons shall use their respective titles in SpinCo or the
Subsidiaries.


 


Section 4.               Agency.
The Manager shall act as agent of SpinCo and the Subsidiaries in transactions and contracts involving the Assets, disbursing and collecting
the funds of SpinCo and the Subsidiaries, paying the debts and fulfilling the obligations of SpinCo and the Subsidiaries, supervising
the performance of professionals engaged by or on behalf of SpinCo and the Subsidiaries and handling, prosecuting and settling any claims
of or against SpinCo and the Subsidiaries, the Board of Trustees, holders of SpinCo’s securities or representatives or property
of SpinCo and the Subsidiaries.


 






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Section 5.               Bank
Accounts. At the direction of the Board of Trustees, the Manager may establish and maintain one or more bank accounts in the name
of SpinCo or any Subsidiary (any such account, a “Company Account”), and may collect and deposit funds into any such
Company Account or Company Accounts, and disburse funds from any such Company Account or Company Accounts, under such terms and conditions
as the Board of Trustees may approve; and the Manager shall from time to time render appropriate accountings of such collections and payments
to the Board of Trustees and, upon request, to the auditors of SpinCo or any Subsidiary.


 


Section 6.               Records;
Confidentiality. The Manager shall maintain appropriate books of accounts and records relating to services performed under this Agreement,
and such books of account and records shall be accessible for inspection by representatives of SpinCo or any Subsidiary at any time during
normal business hours upon reasonable advance notice. The Manager shall keep confidential any and all information obtained in connection
with the services rendered under this Agreement and shall not disclose any such information (or use the same except in furtherance of
its duties under this Agreement) to unaffiliated third parties except (i) with the prior written consent of a majority of the Independent
Trustees; (ii) to legal counsel, accountants and other professional advisors; (iii) to appraisers, financing sources and others
in the ordinary course of SpinCo’s business; (iv) to governmental officials having jurisdiction over SpinCo or any Subsidiary;
(v) in connection with any governmental or regulatory filings of SpinCo or any Subsidiary or disclosure or presentations to SpinCo’s
stockholders or prospective stockholders; (vi) as required by law or legal process to which the Manager or any Person to whom disclosure
is permitted hereunder is a party; or (vii) to the extent such information is otherwise publicly available. The foregoing shall not
apply to information which has previously become publicly available through the actions of a Person other than the Manager not resulting
from the Manager’s violation of this Section 6. Clauses (v) and (vi) of this Section 6 shall survive
the expiration or earlier termination of this Agreement for a period of one year.


 


Section 7.                Obligations
of Manager; Restrictions.


 


(a)            The
Manager shall refrain from any action that, in its sole judgment made in good faith, (i)  would adversely and materially affect
SpinCo’s or any Subsidiary’s status as an entity intended to be exempted or excluded from investment company status under
the Investment Company Act or (ii) would violate any law, rule or regulation of any governmental body or agency having jurisdiction
over SpinCo or any Subsidiary or that would otherwise not be permitted by SpinCo’s Governing Instruments. If the Manager is ordered
to take any such action by the Board of Trustees, the Manager shall promptly notify the Board of Trustees of the Manager’s judgment
that such action would adversely and materially affect such status or violate any such law, rule or regulation or the Governing Instruments.
Notwithstanding the foregoing, the Manager, its directors, members, officers, stockholders, managers, personnel, employees and any Person
controlling or controlled by the Manager and any person providing sub-advisory services to the Manager shall not be liable to SpinCo or
any Subsidiary, the Board of Trustees, or SpinCo’s or any Subsidiary’s stockholders, members or partners, for any act or omission
by the Manager, its directors, officers, stockholders, personnel or employees except as provided in Section 12 of this Agreement.


 






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(b)            The
Board of Trustees shall periodically review SpinCo’s portfolio of Assets. The Manager shall be permitted to rely upon the direction
of the Secretary of SpinCo to evidence the approval of the Board of Trustees or the Independent Trustees with respect to a proposed transaction
involving the Assets.


 


(c)            Neither
SpinCo nor the Subsidiaries shall acquire or dispose of any security issued by SAFE or any entity managed by the Manager or any Affiliate
thereof, other than the acquisition of the shares of SAFE that are part of SpinCo’s portfolio at the time of the Spin-Off, or purchase
or sell any Asset from or to any entity managed by the Manager or its Affiliates, unless (i) the transaction is approved in advance
by a majority of the Independent Trustees; and (ii) the transaction is made in accordance with applicable laws and the Governance
Agreement.


 


(d)            In
the event that SpinCo or any Subsidiary invests in, acquires or sells assets to any joint ventures with iStar or its Affiliates, or if
SpinCo or any Subsidiary purchases assets from, sells assets to, arranges financing from, or provides financing to, iStar or any of its
Affiliates, any such transactions shall require the approval of the Independent Trustees other than the acquisition of the shares of SAFE
that are part of SpinCo’s portfolio at the time of the Spin-Off, and other than the secured term loan being provided by SAFE to
SpinCo in connection with the Spin-Off.


 


(e)            The
Manager shall at all times during the term of this Agreement maintain “errors and omissions” insurance coverage and other
insurance coverage which is customarily carried by asset and investment managers performing functions similar to those of the Manager
under this Agreement with respect to assets similar to the assets of SpinCo and the Subsidiaries, in an amount which is comparable to
that customarily maintained by other managers or servicers of similar assets.


 


Section 8.               Compensation.


 


(a)            SpinCo
shall pay one-fourth of the annual Management Fee to the Manager quarterly in arrears in cash, subject to Section 8(b).


 


(b)            The
Manager shall deliver an invoice which shall include a computation of each installment of the Management Fee within 45 days after the
end of the fiscal quarter with respect to which such installment is payable. A copy of the invoice shall thereafter, for informational
purposes only and subject in any event to Section 14 of this Agreement, promptly be delivered to the Board of Trustees. Payment
of the Management Fee shall be due no later than five business days after the date of such invoice to the Board of Trustees (the “Original
Due Date”); provided, however that if SpinCo does not have sufficient net cash proceeds on hand from Asset sales (after giving
effect to mandatory prepayments of debt triggered by such Asset sales) or other available sources to pay the Management Fee in full by
the Original Due Date, SpinCo shall pay the maximum amount available to it by the Original Due Date and the remaining shortfall (the “Shortfall
Amount”) shall be carried forward and shall be paid within 10 days after sufficient net proceeds have been generated by subsequent
Asset sales to cover the Shortfall Amount in full; provided further, however, that in no event shall a Shortfall Amount in respect of
any fiscal quarter remain unpaid by the 12 months anniversary of the Original Due Date.


 






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Section 9.              Ground
Lease Exclusivity. During the term of this Agreement, SpinCo shall not originate or create a ground lease on any of its Assets unless
it has first given SAFE at least 14 days advance notice of the proposed ground lease, which notice shall include the material terms of
the proposed ground lease, and offered SAFE the opportunity to provide the ground lease on similar or more favorable terms, and SAFE shall
have rejected the opportunity or failed to accept it within the 14 day period.


 


Section 10.            Expenses
of SpinCo.


 


(a)            SpinCo
shall pay all of its expenses and shall reimburse the Manager for documented expenses of the Manager incurred on its behalf (collectively,
the “Expenses”) except those expenses that are specifically the responsibility of the Manager as set forth herein.
Expenses include all costs and expenses which are expressly designated elsewhere in this Agreement as SpinCo’s, together with the
following:


 


(i)             expenses
in connection with the transaction costs incident to transactions involving Assets including, without limitation, the leasing, disposition
and financing of Assets;


 


(ii)            costs
of legal, tax, accounting, consulting, auditing, administrative and other similar services rendered for SpinCo and the Subsidiaries by
providers retained by the Manager;


 


(iii)           the
compensation and expenses of SpinCo’s directors and the allocable share to SpinCo of the cost of directors’ and officers’
liability insurance;


 


(iv)           costs
associated with the establishment and maintenance of any of SpinCo’s credit facilities, margin loans, repurchase agreements, mortgage
indebtedness or other indebtedness of SpinCo (including commitment fees, accounting fees, legal fees, closing and other similar costs)
or any of SpinCo’s or any Subsidiary’s securities offerings;


 


(v)            expenses
connected with communications to lenders and holders of SpinCo’s or any Subsidiary’s securities and other bookkeeping and
clerical work necessary in maintaining relations with lenders and holders of such securities and in complying with the continuous reporting
and other requirements of governmental bodies or agencies, including, without limitation, all costs of preparing and filing required reports
with the Securities and Exchange Commission, the costs payable by SpinCo to any transfer agent and registrar in connection with the listing
and/or trading of SpinCo’s stock on any exchange, the fees payable by SpinCo to any such exchange in connection with its listing,
and the costs of preparing, printing and mailing SpinCo’s annual report to its stockholders and proxy materials with respect to
any meeting of SpinCo’s stockholders;


 


(vi)           costs
associated with any computer software or hardware, electronic equipment or purchased information technology services from third-party
vendors that is used for SpinCo and the Subsidiaries;


 






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(vii)          expenses
incurred by managers, officers, personnel and agents of the Manager for travel on SpinCo’s behalf and other out-of-pocket expenses
incurred by managers, officers, personnel and agents of the Manager in connection with the management, development, construction, leasing,
financing, refinancing, sale, disposition or other transactions involving an Asset or establishment and maintenance of any of SpinCo’s
credit facilities, margin loans, repurchase agreements, financing vehicles and borrowings under programs established by the U.S. government
or any of SpinCo’s or any of the Subsidiary’s securities offerings;


 


(viii)         costs
and expenses incurred with respect to market information systems and publications, pricing and valuation services, research publications,
and materials and settlement, clearing and custodial fees and expenses;


 


(ix)            compensation
and expenses of SpinCo’s custodian and transfer agent, if any;


 


(x)             the
costs of maintaining compliance with all federal, state and local rules and regulations or any other regulatory agency;


 


(xi)            all
taxes and license fees;


 


(xii)           all
insurance costs incurred in connection with the operation of SpinCo’s business;


 


(xiii)          all
other costs and expenses relating to the business operations of SpinCo and the Subsidiaries, including, without limitation, the costs
and expenses of managing, owning, protecting, maintaining, developing and disposing of Assets, including appraisal, reporting, audit and
legal fees;


 


(xiv)          expenses
relating to any office(s) or office facilities, including, but not limited to, disaster backup recovery sites and facilities, maintained
for SpinCo and the Subsidiaries or Assets separate from the office or offices of the Manager;


 


(xv)           expenses
connected with the payments of interest, dividends or distributions in cash or any other form authorized or caused to be made by the Board
of Trustees to or on account of lenders or holders of SpinCo’s or any Subsidiary’s securities, including, without limitation,
in connection with any dividend reinvestment plan;


 


(xvi)          any
judgment or settlement of pending or threatened proceedings (whether civil, criminal or otherwise), including any costs or expenses in
connection therewith, against SpinCo or any Subsidiary, or against any trustee, director or officer of SpinCo or of any Subsidiary in
his capacity as such for which SpinCo or any Subsidiary is required to indemnify such trustee, director or officer by any court or governmental
agency;


 


(xvii)         all
costs and expenses relating to the development and management of SpinCo’s website;


 






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(xviii)        the
allocable share of expenses under a universal insurance policy covering the Manager, iStar or its affiliates in connection with obtaining
and maintaining “errors and omissions” insurance coverage and other insurance coverage which is customarily carried by property,
asset and investment managers performing functions similar to those of our manager in an amount which is comparable to that customarily
maintained by other managers or servicers of similar assets; and


 


(xix)          the
costs and expenses of consultants retained to work at SpinCo’s real property assets.


 


(b)            SpinCo
shall have no obligation to reimburse the Manager or its Affiliates for (i) the salaries and other compensation of the Manager’s
personnel who provide services to SpinCo under this Agreement; provided, however, that SpinCo shall reimburse the Manager
for the salaries and other compensation of up to two accounting personnel whose time shall be fully dedicated to providing services to
SpinCo, which compensation shall be subject to the reasonable approval of the Independent Trustees on an annual basis, not to be unreasonably
withheld or (ii) any portion of rent, telephone, utilities, office furniture, equipment, machinery and other office, internal and
overhead expenses attributable to the personnel of the Manager and its Affiliates required for the operations of SpinCo and the Subsidiaries.
The Manager shall be solely responsible for all such expenses.


 


(c)            The
Manager may, at its option, elect not to seek reimbursement for certain expenses during a given quarterly period, which determination
shall not be deemed to construe a waiver of reimbursement for similar expenses in future periods.


 


(d)            The
provisions of this Section 10 shall survive the expiration or earlier termination of this Agreement to the extent such expenses
have previously been incurred or are incurred in connection with such expiration or termination.


 


Section 11.              Calculations
of Expenses. The Manager shall prepare a statement documenting the Expenses of SpinCo and the Subsidiaries and the Expenses incurred
by the Manager on behalf of SpinCo and the Subsidiaries during each fiscal quarter, and shall deliver such statement to SpinCo within
45 days after the end of each fiscal quarter. Expenses incurred by the Manager on behalf of SpinCo and the Subsidiaries shall be reimbursed
by SpinCo to the Manager on the fifth business day immediately following the date of delivery of such statement; provided, however,
that such reimbursements may be offset by the Manager against amounts due to SpinCo and the Subsidiaries. The provisions of this Section 11
shall survive the expiration or earlier termination of this Agreement.


 






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Section 12.              Limits
of Manager Responsibility; Indemnification.


 


(a)            The
Manager assumes no responsibility under this Agreement other than to render the services called for under this Agreement and shall not
be responsible for any action of the Board of Trustees in following or declining to follow any advice or recommendations of the Manager,
including as set forth in Section 7(a) of this Agreement. The Manager, its officers, stockholders, members, managers,
directors, employees, consultants, personnel, any Person controlling or controlled by the Manager and any of such Person’s officers,
stockholders, members, managers, directors, employees, consultants and personnel, and any Person providing sub-advisory services to the
Manager (each a “Manager Indemnified Party”) will not be liable to SpinCo or any Subsidiary, to the Board of Trustees,
or SpinCo’s or any Subsidiary’s stockholders, members or partners for any acts or omissions by any such Person (including,
without limitation, trade errors that may result from ordinary negligence, such as errors in the investment decision making process or
in the trade process), pursuant to or in accordance with this Agreement, except to the extent by reason of acts or omissions constituting
bad faith, willful misconduct, gross negligence or reckless disregard of the Manager’s duties under this Agreement, as determined
by a final non-appealable order of a court of competent jurisdiction. SpinCo shall, to the full extent lawful, reimburse, indemnify and
hold each Manager Indemnified Party harmless of and from any and all expenses, losses, damages, liabilities, demands, charges and claims
of any nature whatsoever (including attorney’s fees) in respect of or arising from any acts or omissions of such Manager Indemnified
Party made in good faith in the performance of the Manager’s duties under this Agreement and not constituting such Manager Indemnified
Party’s bad faith, willful misconduct, gross negligence or reckless disregard of the Manager’s duties under this Agreement.


 


(b)            The
Manager shall, to the full extent lawful, reimburse, indemnify and hold SpinCo (or any Subsidiary), its stockholders, directors and officers
and each other Person, if any, controlling SpinCo (each, a “Company Indemnified Party” and together with a Manager
Indemnified Party, the “Indemnitee”), harmless of and from any and all expenses, losses, damages, liabilities, demands,
charges and claims of any nature whatsoever (including attorneys’ fees) in respect of or arising from the Manager’s bad faith,
willful misconduct, gross negligence or reckless disregard of its duties under this Agreement or any claims by the Manager’s personnel
relating to the terms and conditions of their employment by the Manager.


 


(c)            The
Indemnitee will promptly notify the party against whom indemnity is claimed (the “Indemnitor”) of any claim for which
it seeks indemnification; provided, however, that the failure to so notify the Indemnitor will not relieve the Indemnitor
from any liability which it may have hereunder, except to the extent such failure actually prejudices the Indemnitor. The Indemnitor shall
have the right to assume the defense and settlement of such claim; provided, that the Indemnitor notifies the Indemnitee of its
election to assume such defense and settlement within 30 days after the Indemnitee gives the Indemnitor notice of the claim. In such case,
the Indemnitee will not settle or compromise such claim, and the Indemnitor will not be liable for any such settlement made without its
prior written consent. If the Indemnitor is entitled to, and does, assume such defense by delivering the aforementioned notice to the
Indemnitee, the Indemnitee will (i) have the right to approve the Indemnitor’s counsel (which approval will not be unreasonably
withheld, delayed or conditioned), (ii) be obligated to cooperate in furnishing evidence and testimony and in any other manner in
which the Indemnitor may reasonably request and (iii) be entitled to participate in (but not control) the defense of any such action,
with its own counsel and at its own expense.


 


Section 13.              No
Joint Venture. Nothing in this Agreement shall be construed to make SpinCo and the Manager partners or joint venturers or impose any
liability as such on either of them.


 






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Section 14.              Term;
Termination.


 


(a)            This
Agreement shall continue in operation, unless terminated in accordance with the terms hereof, until the end of the Initial Term. After
the Initial Term, this Agreement shall be deemed renewed automatically each year for an additional one-year period (an “Automatic
Renewal Term”), unless SpinCo or the Manager elects to terminate or not to renew this Agreement in accordance with Section 14(b) or
Section 14(c), respectively.


 


(b)            Notwithstanding
any other provision of this Agreement to the contrary, SpinCo may, without cause, by not less than one hundred eighty (180) days written
notice to the Manager (the “Termination Notice”), terminate this Agreement upon the affirmative vote of at least two-thirds
(2/3) of the Independent Trustees (a “Termination Without Cause”); provided, however, that if the date
of termination occurs prior to the fourth anniversary of the Spin-Off, the termination shall be subject to payment of the applicable Termination
Fee to the Manager concurrently with such termination. A Termination Without Cause shall be effective as of the 180th day after
the date of the Termination Notice or such longer period as may be specified in the Termination Notice. SpinCo may terminate this Agreement
for cause pursuant to Section 16 hereof at any time during the Initial Term or any Automatic Renewal Term, even after a Termination
Notice has been delivered and, in such case, no Termination Fee shall be payable.


 


(c)            If
the gross book value, as determined in accordance with GAAP, of SpinCo’s consolidated assets as of the end of a fiscal quarter is
less than the applicable Threshold Amount for the relevant Annual Term that includes such quarter, the Manager may deliver written notice
to SpinCo informing it of the Manager’s intention to terminate this Agreement effective as of a date no earlier than one hundred
eighty (180) days after date of such notice; provided, however, that SpinCo may elect, in its sole discretion, to accelerate
the effective date of such termination to a date prior to the date specified in such notice (such accelerated date, the “Accelerated
Termination Date”). For the avoidance of doubt, SpinCo’s acceleration of the effective date of such termination in accordance
with the foregoing proviso shall not affect or limit any obligation of SpinCo to pay any Management Fee otherwise payable in accordance
with the terms of this Agreement in respect of the period between the Accelerated Termination Date and the date on which the then current
Automatic Renewal Term would have otherwise expired. SpinCo shall pay to the Manager the applicable Termination Fee if the Manager terminates
this Agreement pursuant to this Section 14(c).


 


(d)            If
this Agreement is terminated pursuant to Section 14, such termination shall be without any further liability or obligation
of either party to the other, except as provided in such Section 14 or in Sections 6, 10, 11, 17
and Section 18 of this Agreement. In addition, Section 12 and Section 22 of this Agreement shall survive
termination of this Agreement.


 


(e)            During
the period between any notice of termination and the effective termination date of this Agreement, the Manager shall continue to perform
its duties and obligations as Manager under this Agreement and shall provide cooperation to SpinCo to execute an orderly transition of
the management of SpinCo’s consolidated assets to a new manager. To the extent practicable, during the 60-day period immediately
following the termination date of this Agreement, the Manager shall continue to provide cooperation to SpinCo and its new manager to execute
an orderly transition of the management of SpinCo to such new manager.


 






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Section 15.             Assignment.


 


(a)            Except
as set forth in Section 15(b) of this Agreement, this Agreement shall terminate automatically in the event of its assignment,
in whole or in part, by the Manager, unless such assignment is consented to in writing by SpinCo with the approval of a majority of the
Independent Trustees. Any such permitted assignment shall bind the assignee under this Agreement in the same manner as the Manager is
bound, and the Manager shall be liable to SpinCo for all errors or omissions of the assignee under any such assignment. In addition, the
assignee shall execute and deliver to SpinCo a counterpart of this Agreement naming such assignee as Manager. This Agreement shall not
be assigned by SpinCo without the prior written consent of the Manager, except in the case of assignment by SpinCo to another organization
which is a successor (by merger, consolidation, purchase of all or substantially all of the consolidated assets of SpinCo, or similar
transaction) to SpinCo, in which case such successor organization shall be bound under this Agreement and by the terms of such assignment
in the same manner as SpinCo is bound under this Agreement.


 


(b)            Notwithstanding
any provision of this Agreement, the Manager may subcontract and assign any or all of its responsibilities under Sections 2(c),
2(d) and 2(e) of this Agreement to any of its Affiliates in accordance with the terms of this Agreement applicable
to any such subcontract or assignment, and SpinCo hereby consents to any such assignment and subcontracting. In addition, provided that
the Manager provides prior written notice to SpinCo for informational purposes only, nothing contained in this Agreement shall preclude
any pledge, hypothecation or other transfer of any amounts payable to the Manager under this Agreement. In addition, the Manager may assign
this Agreement without the approval of the Independent Trustees to any Person so long as iStar (i) is the direct or indirect beneficial
owner of not less than a majority of (x) the combined voting power of such Person’s then outstanding equity interests and (y) such
Person’s outstanding equity interests, and (ii) holds the exclusive power to direct or control the management policies
of such Person.


 


Section 16.             Termination
for Cause.


 


(a)            SpinCo
may terminate this Agreement effective upon 30 days’ prior written notice of termination from the Board of Trustees of SpinCo to
the Manager, if (i) the Manager, its agents or its assignees materially breaches any provision of this Agreement and such breach
shall continue for a period of 30 days after written notice thereof specifying such breach and requesting that the same be remedied in
such 30-day period (or 60 days after written notice of such breach if the Manager takes steps to cure such breach within 30 days of the
written notice), (ii) there is a Manager Change of Control; (iii) the Manager engages in any act of fraud, misappropriation
of funds, or embezzlement against SpinCo or any Subsidiary, (iv) there is an event of any bad faith, willful misconduct, gross negligence
or reckless disregard on the part of the Manager in the performance of its duties under this Agreement, (v) Bankruptcy of the Manager
or iStar, (vi) the Manager or iStar is convicted (including a plea of nolo contendere) of a felony, or (vii) there is
a dissolution of the Manager.


 


(b)            The
Manager may terminate this Agreement effective upon 60 days’ prior written notice of termination to SpinCo in the event that SpinCo
shall default in the performance or observance of any material term, condition or covenant contained in this Agreement and such default
shall continue for a period of 30 days after written notice thereof specifying such default and requesting that the same be remedied in
such 30-day period (or 60 days after written notice of such breach if SpinCo takes steps to cure such breach within 30 days of the written
notice).


 






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(c)            The
Manager may terminate this Agreement in the event SpinCo becomes regulated as an “investment company” under the Investment
Company Act, with such termination deemed to have occurred immediately prior to such event.


 


Section 17.            Action
Upon Termination. From and after the effective date of termination of this Agreement, pursuant to Sections 14 or 16
of this Agreement, the Manager shall not be entitled to compensation for further services under this Agreement, but shall be paid all
compensation accruing to the date of termination. In addition, if this Agreement is terminated pursuant to Section 16(b) hereof
or not renewed pursuant to Section 14(b) hereof, SpinCo shall be obligated to pay the Manager the Termination Fee. The
Termination Fee shall be paid in cash, by wire transfer of immediately available funds to an account specified by the Manager, on or before
the date of termination. Upon such termination, the Manager shall promptly:


 


(a)            after
deducting any accrued compensation and reimbursement for its expenses to which it is then entitled, pay over to SpinCo or a Subsidiary
all money collected and held for the account of SpinCo or a Subsidiary pursuant to this Agreement;


 


(b)            deliver
to the Board of Trustees a full accounting, including a statement showing all payments collected by it and a statement of all money held
by it, covering the period following the date of the last accounting furnished to the Board of Trustees with respect to SpinCo or a Subsidiary;
and


 


(c)            deliver
to the Board of Trustees all property and documents of SpinCo or any Subsidiary then in the custody or control of the Manager, all of
which are and shall be SpinCo’s property.


 


Section 18.             Release
of Money or Other Property Upon Written Request. The Manager agrees that any money or other property of SpinCo or any Subsidiary held
by the Manager under this Agreement shall be held by the Manager as custodian for SpinCo or such Subsidiary, and the Manager’s records
shall be appropriately and clearly marked to reflect the ownership of such money or other property by SpinCo or such Subsidiary. Upon
the receipt by the Manager of a written request signed by a duly authorized officer of SpinCo requesting the Manager to release to SpinCo
or any Subsidiary any money or other property then held by the Manager for the account of SpinCo or any Subsidiary under this Agreement,
the Manager shall release such money or other property to SpinCo or any Subsidiary within a reasonable period of time, but in no event
later than 30 days following such request. The Manager shall not be liable to SpinCo, any Subsidiary, the Independent Trustees, or SpinCo’s
or a Subsidiary’s stockholders or partners for any acts performed or omissions to act by SpinCo or any Subsidiary in connection
with the money or other property released to SpinCo or any Subsidiary in accordance with the second sentence of this Section 18.
SpinCo and any Subsidiary shall indemnify the Manager and its officers, directors, personnel and managers against any and all expenses,
losses, damages, liabilities, demands, charges and claims of any nature whatsoever, which arise in connection with the Manager’s
release of such money or other property to SpinCo or any Subsidiary in accordance with the terms of this Section 18. Indemnification
pursuant to this provision shall be in addition to any right of the Manager to indemnification under Section 12 of this Agreement.


 






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Section 19.            Notices.
Unless expressly provided otherwise in this Agreement, all notices, requests, demands and other communications required or permitted under
this Agreement shall be in writing and shall be deemed to have been duly given, made and received if delivered by (i) personal delivery
(notice deemed given upon receipt), (ii) delivery by reputable overnight courier, (notice deemed upon receipt of proof of delivery)
or (iii) transmitted via email (notice deemed upon delivery if no automated notice of delivery failure is received by the sender),
addressed as set forth below:


 


(a)            If
to SpinCo:


 


[SpinCo]

1114 Avenue of the Americas


New York, New York 10036


Attention: Chief Executive Officer


 


(b)            If
to the Manager or iStar:


 


[MANAGER]

1114 Avenue of the Americas

New York, New York 10036

Attention: Chief Investment Officer


 


Either party may alter the address to which communications
or copies are to be sent by giving notice of such change of address in conformity with the provisions of this Section 19 for
the giving of notice.


 


Section 20.            Binding
Nature of Agreement; Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties hereto and
their respective heirs, personal representatives, successors and permitted assigns as provided in this Agreement.


 


Section 21.            Entire
Agreement. This Agreement contains the entire agreement and understanding among the parties hereto with respect to the subject matter
of this Agreement, and supersedes all prior and contemporaneous agreements, understandings, inducements and conditions, express or implied,
oral or written, of any nature whatsoever with respect to the subject matter of this Agreement and is not intended to and shall not confer
upon any person other than the parties any rights or remedies hereunder. The express terms of this Agreement control and supersede any
course of performance and/or usage of the trade inconsistent with any of the terms of this Agreement. This Agreement may not be modified
or amended other than by an agreement in writing signed by SpinCo (solely with the approval of two-thirds of the Independent Trustees),
and the Manager.


 


Section 22.            GOVERNING
LAW. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED
IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES TO THE CONTRARY.


 






    - 21 -


     


    

 


Section 23.            No
Waiver; Cumulative Remedies. No failure to exercise and no delay in exercising, on the part of any party hereto, any right, remedy,
power or privilege hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or
privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The
rights, remedies, powers and privileges herein provided are cumulative and not exclusive of any rights, remedies, powers and privileges
provided by law. No waiver of any provision hereunder shall be effective unless it is in writing and is signed by the party asserted to
have granted such waiver (which, in the case of SpinCo, shall require the approval of two-thirds of the Independent Trustees). The right
to enforce compliance by the Manager with this Agreement and to commence, prosecute, defend and compromise on behalf of SpinCo any right,
obligation, claim, counterclaim, action, suit or proceeding arising out of or relating to this Agreement shall be vested exclusively in
the Independent Trustees.


 


Section 24.            Headings.
The headings of the sections of this Agreement have been inserted for convenience of reference only and shall not be deemed part of this
Agreement.


 


Section 25.            Counterparts.
This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original as against any party whose
signature appears thereon, and all of which shall together constitute one and the same instrument. This Agreement shall become binding
when one or more counterparts of this Agreement, individually or taken together, shall bear the signatures of all of the parties reflected
hereon as the signatories.


 


Section 26.            Severability.
Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.


 


Section 27.            Gender.
Words used herein regardless of the number and gender specifically used, shall be deemed and construed to include any other number, singular
or plural, and any other gender, masculine, feminine or neuter, as the context requires.


 


[SIGNATURE PAGE FOLLOWS]


 






    - 22 -


     


    

 


IN WITNESS WHEREOF, the parties
hereto have executed this Agreement as of the date first written above.


 


	 	[SPINCO]
	 	 	 
		By:	

                                                                   

	 	 	Name:
	 	 	Title:



 






	 	[MANAGER]
	 	 	 
		By:	

                                                                   

	 	 	Name:
	 	 	Title:


 


[Signature Page to Management
Agreement]