amendmentno2tomanagement






                                                                                                           SECOND AMENDMENT TO             AMENDED AND RESTATED MANAGEMENT AGREEMENT                                                  This SECOND AMENDMENT     (this "Amendment") to AMENDED AND RESTATED  MANAGEMENT AGREEMENT is entered into as of February 12, 2020 by and among Safehold  Inc., a Maryland corporation (the "Company"), Safehold Operating Partnership LP, a Delaware  limited  partnership  (the  "Operating  Partnership"),  SFTY  Manager  LLC, a  Delaware  limited  liability company (the "Manager") and iStar Inc., a Maryland corporation ("iStar").  Capitalized  terms  used but not  otherwise  defined  herein  have  the  meanings  set  forth  in  the Existing  Management Agreement (defined below).                                     RECITALS         WHEREAS,   the  Company  and  iStar have  previously entered  into the  Amended  and  Restated  Management Agreement,  dated as  of January 2,  2019  (as amended  through  the  date  hereof, the "Existing Management Agreement"); and         WHEREAS,  the  Company  and  iStar have  agreed  to  amend  the  observation  period  for  purposes of determining the "VWAP Amount" under the Existing Management Agreement.         NOW THEREFORE, in consideration of the premises and the mutual covenants herein  contained, and other good and valuable consideration, the receipt and sufficiency of which are  hereby acknowledged, the parties hereby agree as follows:         1.    Amendment.  The definition of "VWAP Amount" in Section 1. Definitions of the  Existing Management Agreement is hereby amended and restated to read in its entirety as follows:         "VWAP Amount": means for purposes of determining the number of shares of Company  Common  Stock  payable  to  the  Manager  in  respect  of  the  Management  Fee  for  any  particular  quarter (or portion thereof), the volume-weighted average price of a share of Company Common  Stock for each of the 10 Trading Days ending on and including the last completed Trading Day  immediately  preceding the  date on  which  the  independent  directors  of  the  Company  have  determined whether the Management Fee in respect of such quarter will be paid in cash or shares  of  Company  Common  Stock  pursuant  to Section  8 of  this  Agreement,  as  displayed  under  the  heading "Bloomberg  VWAP"  on  Bloomberg  page  "SFTY  <equity>  AQR"  (or  any  successor  thereto) in respect of the period from the scheduled open of the primary exchange or market on  which the Company Common Stock is listed or traded to the scheduled close of such exchange or  market on such Trading Day (or if such volume-weighted average price is unavailable, the market  value per share of Company Common Stock on such Trading Day determined, using a volume- weighted  average  method,  by  a  nationally  recognized  independent  investment  banking  firm  retained for this purpose by the Company).         2.    Governing Law.  This  Amendment and the rights and obligations of the parties  under this Amendment 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.                                                                                    





 






      3.    Conflict.   In  the  event  of  a  conflict  between  the  terms  and  conditions  of  this  Amendment and the terms and conditions of the Existing Management Agreement, such conflict  shall  be  resolved  in  favor  of  the  terms  and  conditions  of  this  Amendment  and  the  Existing  Management Agreement shall be construed accordingly.         4.    Ratification.   Except  as  modified  hereby,  the  Existing Management Agreement  remain in full force and effect in accordance with its terms and is hereby ratified and confirmed in  all respects.         5.    Counterparts. This Amendment may be executed in any number of counterparts,  each of which shall be deemed an original as against any party whose signature appears thereon,  and all of which constitute one and the same instrument.         6.    Facsimile/PDF  Signatures.   In  order  to  expedite  the  transaction  contemplated  herein, telecopied, facsimile, or .pdf (exchanged via e-mail) signatures may be used in place of  original signatures on this Amendment. The parties intend to be bound by the signatures on the  telecopied, facsimile or pdf document, are aware that the other parties will rely on the telecopied,  facsimile or .pdf signatures, and hereby waive any defenses to the enforcement of the terms of this  Amendment based on the form of signature.         7.    Binding Effect.  This Amendment shall be binding upon and inure to the benefit of  the  parties  hereto  and their respective  heirs,  legal  representatives,  successors  and  permitted  assignees.                        [Remainder of page intentionally left blank.                               Signature page follows.]                                         - 2 -                                      





 






                                                                                       IN WITNESS  WHEREOF,  the  undersigned hereto  have  duly  executed  this Second  Amendment to Amended and Restated Management Agreement as of the day and year first above  written.                                       SAFEHOLD INC.                                       /s/ Jay Sugarman                                                    Name:  Jay Sugarman                                      Title:   Chief Executive Officer                                       SAFEHOLD OPERATING PARTNERSHIP LP                                      By:  SIGOP Gen Par LLC, its general partner                                       /s/ Jay Sugarman                                                    Name:  Jay Sugarman                                      Title:   Chief Executive Officer                                       SFTY MANAGER LLC                                       /s/ Marcos Alvarado                                                 Name:  Marcos Alvarado                                      Title:   President                                       iSTAR INC.                                       /s/ Marcos Alvarado                                                 Name:  Marcos Alvarado                                      Title:   President