descriptionofsecurities1






                                                                                  Exhibit 4.1                                                                                                                                                                                                                              DESCRIPTION OF COMMON STOCK   General          Safehold Inc.'s ("we," "our" or "us") charter provides that we may issue up to 400,000,000 shares of  common stock, $0.01 par value per share, which we refer to herein as the common stock, and up to 50,000,000  shares of preferred stock, $0.01 par value per share. As of February 12, 2020, we had 47,781,786 shares of  common stock and no shares of preferred stock issued and outstanding. Under Maryland law, stockholders are  not generally liable for our debts or obligations solely as a result of their status as stockholders.          The following summary of the terms and provisions of our common stock, our charter and bylaws and  Maryland law does not purport to be complete and is qualified in its entirety by reference to the pertinent  sections of Maryland law and to our charter and bylaws which are filed or incorporated by reference as exhibits  to our Annual Report on Form 10-K for the year ended December 31, 2019, as the same may be amended or  supplemented from time to time.   Common Stock          Subject to the provisions of our charter regarding the restrictions on ownership and transfer of our  stock and except as may otherwise be specified in our charter, each outstanding share of common stock entitles  the holder thereof to one vote on all matters on which the stockholders of common stock are entitled to vote,  including the election of directors, and, except as provided with respect to any other class or series of stock, the  holders of shares of common stock will vote together as a single class and will possess the exclusive voting  power. Each of our directors is elected by our stockholders to serve until the next annual meeting and until his or  her successor is duly elected and qualifies.  There is no cumulative voting in the election of our directors.          Holders of shares of common stock generally have no preference, conversion, exchange, sinking fund  or redemption rights and generally have no appraisal rights unless our board of directors determines that  appraisal rights apply, with respect to all or any such classes or series of stock, to one or more transactions  occurring after the date of such determination in connection with which holders of such shares would otherwise  be entitled to exercise appraisal rights. Holders of shares of common stock generally have no preemptive rights  to subscribe for any securities of our company; however, we have granted contractual preemptive rights to  certain stockholders, as discussed below under "Stockholders Agreements with Certain Investors," and  "Stockholder's Agreement with iStar."  Subject to the provisions of our charter regarding the restrictions on  ownership and transfer of our stock and except as otherwise provided in our charter, shares of common stock  have equal distribution, liquidation and other rights.   Power to Reclassify Our Unissued Shares of Stock          Our charter authorizes our board of directors to classify and reclassify any unissued shares of common  or preferred stock into other classes or series of stock. Our board of directors could authorize the issuance of  shares of common or preferred stock with terms and conditions that may have the effect of delaying, deferring  or preventing a change in control or other transaction that might involve a premium price for our shares of  common stock or otherwise be in the best interest of our stockholders.    Power to Increase or Decrease Authorized Shares of Common Stock and Issue Additional Shares of  Common and Preferred Stock          We believe the power of our board of directors to amend our charter from time to time to increase or  decrease the number of authorized shares of stock, to issue additional authorized but unissued shares of common  or preferred stock and to classify or reclassify unissued shares of common or preferred stock and thereafter to  issue such classified or reclassified shares of stock will provide us with increased flexibility in structuring  possible future financings and acquisitions and in meeting other needs that might arise. The additional classes or  series, as well as the additional shares of common stock, will be available for issuance without further action by  our stockholders, unless such approval is required by applicable law or the rules of any stock exchange or  automated quotation system on which our securities may be listed or traded. Depending upon the terms of the  particular class or series, a new class or series may delay, defer or prevent a change in control or other                                                  - 1 -                                               





 






transaction that might involve a premium price for our shares of common stock or otherwise be in the best  interest of our stockholders.   Restrictions on Ownership and Transfer          In order for us to qualify as a REIT under the Internal Revenue Code of 1986, as amended, or the  "Code," our shares of stock must be beneficially owned by 100 or more persons during at least 335 days of a  taxable year of 12 months (other than the first year for which an election to be a REIT has been made) or during  a proportionate part of a shorter taxable year. In addition, no more than 50% of the value of the outstanding  shares of stock may be owned, directly or indirectly, by five or fewer individuals (as defined in the Code to  include certain entities) during the last half of any taxable year (other than the first year for which an election to  be a REIT has been made).           Our charter contains restrictions on the ownership and transfer of our shares of common stock and  other outstanding shares of stock. The relevant sections of our charter provide that no person or entity may own,  or be deemed to own, by virtue of the applicable constructive ownership provisions of the Code, more than 9.8%  in value or number of shares, whichever is more restrictive, of the outstanding shares of our common stock (the  common stock ownership limit), or 9.8% in value or number of shares, whichever is more restrictive, of the  outstanding shares of all classes and series of our capital stock (the aggregate stock ownership limit). We refer  to the common stock ownership limit and the aggregate stock ownership limit collectively as the "ownership  limits." A person or entity that, but for operation of the ownership limits or another restriction on ownership and  transfer of our stock as described below, would beneficially own or be deemed to beneficially own, by virtue of  the applicable constructive ownership provisions of the Code, shares of our stock and/or, if appropriate in the  context, a person or entity that would have been the record owner of such shares of our stock is referred to as a  "prohibited owner."          The constructive ownership rules under the Code are complex and may cause shares of stock owned  actually or constructively by a group of related individuals and/or entities to be owned constructively by one  individual or entity. As a result, the acquisition of less than 9.8% in value or number of shares, whichever is  more restrictive, of the outstanding shares of our common stock or 9.8% in value or number of shares,  whichever is more restrictive, of the outstanding shares of all classes or series of our stock (or the acquisition of  an interest in an entity that owns, actually or constructively, shares of our stock) by an individual or entity,  could, nevertheless, cause that individual or entity, or another individual or entity, to own shares constructively  in excess of the ownership limits.          Our board of directors may, in its sole and absolute discretion and subject to the receipt of such certain  representations, covenants and undertakings deemed reasonably necessary by the board, prospectively or  retroactively, exempt a person from the ownership limits and establish an excepted holder limit for such person.  However, our board of directors may not exempt any person whose ownership of our outstanding stock would  result in our being "closely held" within the meaning of Section 856(h) of the Code (without regard to whether  the ownership interest is held during the last half of a taxable year) or otherwise would result in our failing to  qualify as a REIT. In order to be considered by the board of directors for exemption, a person also must provide  our board of directors with information and undertakings deemed satisfactory to our board of directors that such  person's ownership of stock in excess of the ownership limits would not cause us to own (directly or indirectly)  an interest in a tenant that is described in Section 856(d)(2)(B) of the Code if the income derived by us (either  directly or indirectly through one or more partnerships or limited liability companies) from such tenant for our  taxable year during which such determination is being made would reasonably be expected to equal or exceed  the lesser of (i) one percent (1%) of our gross income (as determined for purposes of Section 856(c) of the  Code), or (ii) an amount that would cause us to fail to satisfy any of the gross income requirements of  Section 856(c) of the Code. The person also must agree that any violation or attempted violation of these  restrictions will result in the automatic transfer to a trust of the shares of stock causing the violation. As a  condition of its waiver, our board of directors may require an opinion of counsel or IRS ruling satisfactory to  our board of directors with respect to our qualification as a REIT. We have granted waivers to each of iStar Inc.,  "iStar," to own up to 67.5%, to SFTY Venture LLC (an affiliate of GIC Realty Private Limited) to own up to  15.0%, and UBS Financial Services to own up to 15% on behalf of customer accounts, of the outstanding shares  of our common stock in the aggregate.          In connection with the waiver of the ownership limits, creating an excepted holder limit or at any other  time, our board of directors may, in its sole and absolute discretion, from time to time increase or decrease the  ownership limits subject to the restrictions in the paragraph above; provided, however, that the ownership limits                                                 - 2 -                                               





 






may not be decreased or increased if, after giving effect to such decrease or increase, five or fewer persons could  own or beneficially own in the aggregate, more than 49.9% in value of our shares then outstanding. Prior to the  modification of the ownership limits, our board of directors may require such opinions of counsel, affidavits,  undertakings or agreements as it may deem necessary or advisable in order to determine or ensure our  qualification as a REIT. Reduced ownership limits will not apply to any person or entity whose percentage  ownership in our shares of common stock or stock of all classes and series, as applicable, is in excess of such  decreased ownership limits until such time as such person's or entity's percentage ownership of our common  stock or stock of all classes and series, as applicable, equals or falls below the decreased ownership limits, but  any further acquisition of shares of our common stock or stock of all classes and series, as applicable, in excess  of such percentage ownership of our shares of common stock or total shares of stock will be in violation of the  ownership limits.          Our charter further prohibits:      •   any person from beneficially or constructively owning (taking into account applicable attribution rules         under the Code) shares of our stock that would result in our being "closely held" under Section 856(h)         of the Code or otherwise cause us to fail to qualify as a REIT (including, without limitation, any person         beneficially or constructively owning shares of our stock that would result in us owning (directly or         indirectly) an interest in a tenant that is described in Section 856(d)(2)(B) of the Code if the income         derived by us from such tenant would cause us to fail to satisfy any of the gross income requirements         of Section 856(c) of the Code); and              •   any person from transferring our shares of stock if such transfer would result in our shares of stock         being beneficially owned by fewer than 100 persons (determined, as a general matter, without         reference to any attribution rules).          Any person who acquires or attempts or intends to acquire beneficial or constructive ownership of  shares of our stock that will or may violate the ownership limits or any of the foregoing restrictions on  ownership and transfer will be required to give written notice immediately to us (or, in the case of a proposed or  attempted acquisition, at least 15 days prior written notice to us) and provide us with such other information as  we may request in order to determine the effect of such transfer on our qualification as a REIT.          If any transfer of shares of our stock would result in shares of our stock being beneficially owned by  fewer than 100 persons, such transfer will be null and void and the intended transferee will acquire no rights in  such shares. In addition, if any purported transfer of shares of our stock or any other event would otherwise  result in any person violating the ownership limits or such other limit established by our board of directors or in  our being "closely held" under Section 856(h) of the Code or otherwise failing to qualify as a REIT, then  generally that number of shares (rounded up to the nearest whole share) that would cause us to violate such  restrictions will be automatically transferred to, and held by, a trust for the exclusive benefit of one or more  charitable organizations selected by us and the intended transferee will acquire no rights in such shares. The  automatic transfer will be effective as of the close of business on the business day prior to the date of the  violative transfer or other event that results in a transfer to the trust. Any dividend or other distribution paid to  the prohibited owner, prior to our discovery that the shares had been automatically transferred to a trust as  described above, must be repaid to the trustee upon demand for the benefit of the charitable beneficiary of the  trust. If the transfer to the trust as described above is not automatically effective, for any reason, to prevent  violation of the applicable ownership limits, or our being "closely held" under Section 856(h) of the Code or  otherwise failing to qualify as a REIT or the ownership and transfer restrictions described above, then our  charter provides that the transfer of the shares will be null and void.          Shares of stock transferred to the trustee are deemed offered for sale to us, or our designee, at a price  per share equal to the lesser of (i) the price paid by the prohibited owner for the shares (or, in the event of a gift,  devise or other such transaction, the last reported sales price reported on the NYSE (or other applicable  exchange) on the day of the event which resulted in the transfer of such shares of stock to the trust) and (ii) the  market price on the date we, or our designee, accepts such offer. We have the right to accept such offer until the  trustee has sold the shares of our stock held in the trust pursuant to the clauses discussed below. Upon a sale to  us, the interest of the charitable beneficiary in the shares sold terminates, the trustee must distribute the net  proceeds of the sale to the prohibited owner but the trustee may reduce the amount payable to the prohibited  owner by the amount of dividends and other distributions which have been paid to the prohibited owner and are  owed by the prohibited owner to the trustee. To the extent the prohibited owner would receive an amount for  such shares that exceeds the amount that such prohibited owner would have been entitled to receive had the                                                  - 3 -                                               





 






trustee sold the shares held in the trust to a third party, such excess shall be retained by the trustee for the benefit  of the charitable beneficiary.          If we do not buy the shares, the trustee must, within 20 days of receiving notice from us of the transfer  of shares to the trust, sell the shares to a person designated by the trustee who could own the shares without  violating the ownership limitations set forth in the charter. Upon such sale, the trustee must distribute to the  prohibited owner an amount equal to the lesser of (i) the price paid by the prohibited owner for the shares (or, in  the event of a gift, devise or other such transaction, the last reported sales price reported on the NYSE (or other  applicable exchange) on the day of the event which resulted in the transfer of such shares of stock to the trust)  and (ii) the sales proceeds (net of commissions and other expenses of sale) received by the trustee for the shares.  The trustee will reduce the amount payable to the prohibited owner by the amount of dividends and other  distributions which have been paid to the prohibited owner and are owed by the prohibited owner to the trustee.  Any net sales proceeds in excess of the amount payable to the prohibited owner will be immediately paid to the  beneficiary of the trust and any dividend or other distribution paid to trustee shall be held in trust for the  charitable beneficiary. In addition, if, prior to discovery by us that shares of stock have been transferred to a  trust, such shares of stock are sold by a prohibited owner, then such shares will be deemed to have been sold on  behalf of the trust and to the extent that the prohibited owner received an amount for such shares that exceeds  the amount that such prohibited owner was entitled to receive, such excess amount will be paid to the trustee  upon demand. The prohibited owner has no rights in the shares held by the trustee.          The trustee will be designated by us and will be unaffiliated with us and with any prohibited owner.  Prior to the sale of any shares by the trust, the trustee will receive, in trust for the beneficiary of the trust, all  dividends and other distributions paid by us with respect to the shares held in trust and may also exercise all  voting rights with respect to the shares held in trust. These rights will be exercised for the exclusive benefit of  the beneficiary of the trust. Any dividend or other distribution paid prior to our discovery that shares of stock  have been transferred to the trust will be paid by the recipient to the trustee upon demand. Any dividend or other  distribution authorized but unpaid will be paid when due to the trustee.          Subject to Maryland law, effective as of the date that the shares have been transferred to the trust, the  trustee will have the authority, at the trustee's sole discretion:      •   to rescind as void any vote cast by a prohibited owner prior to our discovery that the shares have been         transferred to the trust; and              •   to recast the vote in accordance with the desires of the trustee acting for the benefit of the beneficiary         of the trust.          However, if we have already taken irreversible corporate action, then the trustee may not rescind and  recast the vote.          In addition, if our board of directors determine that a proposed transfer would violate the restrictions on  ownership and transfer of our shares of stock set forth in our charter, our board of directors will take such action  as it deems or they deem advisable to refuse to give effect to or to prevent such transfer, including, but not  limited to, causing us to redeem the shares of stock, refusing to give effect to the transfer on our books or  instituting proceedings to enjoin the transfer.          Every owner of 5% or more (or such lower percentage as required by the Code or the regulations  promulgated thereunder) of our stock, within 30 days after the end of each taxable year, is required to give us  written notice, stating the stockholder's name and address, the number of shares of each class and series of our  stock that the stockholder beneficially owns and a description of the manner in which the shares are held. Each  such owner must provide us with such additional information as we may request in order to determine the effect  of the stockholder's beneficial ownership on our qualification as a REIT and to ensure compliance with the  ownership limits. In addition, each stockholder must provide us with such information as we may request in  good faith in order to determine our qualification as a REIT and to comply with the requirements of any taxing  authority or governmental authority or to determine such compliance.          Any certificates, or written statements of information delivered in lieu of certificates, representing  shares of our stock will bear a legend referring to the restrictions described above.                                                  - 4 -                                               





 






       These restrictions on ownership and transfer will not apply if our board of directors determines that it is  no longer in our best interests to qualify as a REIT or that compliance with such provisions is no longer required  for REIT qualification.          These ownership limits could delay, defer or prevent a transaction or a change in control that might  involve a premium price for our common stock or otherwise be in the best interest of our stockholders.   Removal of Directors          Our charter provides that, subject to the rights of holders of one or more classes or series of preferred  stock to elect or remove one or more directors, any director or the entire board of directors may be removed only  for cause and only by the affirmative vote of stockholders entitled to cast at least two-thirds of the votes entitled  to be cast generally in the election of directors. Cause means, with respect to any particular director, a  conviction of a felony or a final judgment of a court of competent jurisdiction holding that such director caused  demonstrable, material harm to us through bad faith or active and deliberate dishonesty.   Business Combinations          Under the MGCL, certain "business combinations" (including a merger, consolidation, share exchange  or, in certain circumstances, an asset transfer or issuance or reclassification of equity securities) between a  Maryland corporation and an interested stockholder (defined generally as any person who beneficially owns,  directly or indirectly, 10% or more of the voting power of the corporation's outstanding voting stock or an  affiliate or associate of the corporation who, at any time within the two-year period prior to the date in question,  was the beneficial owner of 10% or more of the voting power of the then outstanding stock of the corporation)  or an affiliate of such an interested stockholder are prohibited for five years after the most recent date on which  the interested stockholder becomes an interested stockholder. Thereafter, any such business combination must  generally be recommended by the board of directors of such corporation and approved by the affirmative vote of  at least (i) 80% of the votes entitled to be cast by holders of outstanding voting stock of the corporation and  (ii) two-thirds of the votes entitled to be cast by holders of voting stock of the corporation other than shares held  by the interested stockholder with whom (or with whose affiliate) the business combination is to be effected or  held by an affiliate or associate of the interested stockholder, unless, among other conditions, the corporation's  common stockholders receive a minimum price (as defined in the MGCL) for their shares and the consideration  is received in cash or in the same form as previously paid by the interested stockholder for its shares. A person  is not an interested stockholder under the statute if the board of directors approved in advance the transaction by  which the person otherwise would have become an interested stockholder. The board of directors may provide  that its approval is subject to compliance with any terms and conditions determined by it.          These provisions of the MGCL do not apply, however, to business combinations that are approved or  exempted by a board of directors prior to the time that the interested stockholder becomes an interested  stockholder. Pursuant to the statute, our board of directors has by resolution exempted business combinations  between us and any other person and, consequently, the five-year prohibition and the supermajority vote  requirements will not apply to business combinations between us and any person as described above. As a  result, any person described above may be able to enter into business combinations with us that may not be in  the best interest of our stockholders without compliance by our company with the supermajority vote  requirements and other provisions of the statute.          We cannot assure you our board of directors will not opt to be subject to such business combination  provisions in the future. However, an alteration or repeal of the resolution described above will not have any  effect on any business combinations that have been consummated or upon any agreements existing at the time of  such modification or repeal. If our board of directors opts back into the business combination statute, the  business combination statute may discourage others from trying to acquire control of us and increase the  difficulty of consummating any offer.   Control Share Acquisitions          The MGCL provides that "control shares" of a Maryland corporation acquired in a "control share  acquisition" have no voting rights except to the extent approved by the affirmative vote of two-thirds of the  votes entitled to be cast on the matter, excluding shares of stock in a corporation in respect of which any of the  following persons is entitled to exercise or direct the exercise of the voting power of such shares in the election                                                  - 5 -                                               





 






of directors: (i) a person who makes or proposes to make a control share acquisition; (ii) an officer of the  corporation; or (iii) an employee of the corporation who is also a director of the corporation. "Control shares"  are voting shares of stock which, if aggregated with all other such shares of stock previously acquired by the  acquirer, or in respect of which the acquirer is able to exercise or direct the exercise of voting power (except  solely by virtue of a revocable proxy), would entitle the acquirer to exercise voting power in electing directors  within one of the following ranges of voting power: (a) one-tenth or more but less than one-third; (b) one-third  or more but less than a majority; or (c) a majority or more of all voting power. Control shares do not include  shares that the acquiring person is then entitled to vote as a result of having previously obtained stockholder  approval or shares acquired directly from the corporation. A "control share acquisition" means the acquisition,  directly or indirectly, of ownership of, or the power to direct the exercise of voting power with respect to, issued  and outstanding control shares, subject to certain exceptions.          A person who has made or proposes to make a control share acquisition, upon satisfaction of certain  conditions (including an undertaking to pay expenses and making an "acquiring person statement" as described  in the MGCL), may compel the corporation to call a special meeting of stockholders to be held within 50 days  of demand to consider the voting rights of the shares. If no request for a meeting is made, the corporation may  itself present the question at any stockholders' meeting.          If voting rights are not approved at the meeting or if the acquiring person does not deliver an "acquiring  person statement" as required by the statute, then, subject to certain conditions and limitations, the corporation  may redeem any or all of the control shares (except those for which voting rights have previously been  approved) for fair value determined, without regard to the absence of voting rights for the control shares, as of  the date of the last control share acquisition by the acquirer or of any meeting of stockholders at which the  voting rights of such shares are considered and not approved. If voting rights for control shares are approved at a  stockholders meeting and the acquirer becomes entitled to vote a majority of the shares entitled to vote, all other  stockholders may exercise appraisal rights. The fair value of the shares as determined for purposes of such  appraisal rights may not be less than the highest price per share paid by the acquirer in the control share  acquisition.          The control share acquisition statute does not apply to (i) shares acquired in a merger, consolidation or  share exchange if the corporation is a party to the transaction or (ii) acquisitions approved or exempted by the  charter or bylaws of the corporation.          Our bylaws contain a provision exempting from the control share acquisition statute any acquisitions  by any person of shares of our stock. There is no assurance that such provision will not be amended or  eliminated at any time in the future.   Subtitle 8          Subtitle 8 of Title 3 of the MGCL permits a Maryland corporation with a class of equity securities  registered under the Exchange Act and at least three independent directors to elect to be subject, by provision in  its charter or bylaws or a resolution of its board of directors and notwithstanding any contrary provision in the  charter or bylaws, to any or all of five provisions:      •   a classified board;              •   a two-thirds vote requirement for removing a director;              •   a requirement that the number of directors be fixed only by vote of the directors;              •   a requirement that a vacancy on the board be filled only by the remaining directors and for the         remainder of the full term of class of directors in which the vacancy occurred; and              •   a majority requirement for the calling of a special meeting of stockholders.          We have not elected to be subject to any of the provisions of Subtitle 8. Moreover, our charter provides  that, without the affirmative vote of a majority of the votes cast on the matter by our stockholders entitled to  vote generally in the election of directors, we may not elect to be subject to any of the provisions of Subtitle 8.                                                  - 6 -                                               





 






Amendments to Our Charter and Bylaws          Except for amendments to the provisions of our charter relating to the removal of directors, the  restrictions on ownership and transfer of our shares of stock and the vote required to amend these provisions  (each of which must be advised by our board of directors and approved by the affirmative vote of the  stockholders entitled to cast not less than two-thirds of all the votes entitled to be cast on the matter), our charter  generally may be amended only with the approval of our board of directors and the affirmative vote of the  stockholders entitled to cast a majority of all of the votes entitled to be cast on the matter. However, our board of  directors, without stockholder approval, has the power under our charter to amend our charter from time to time  to increase or decrease the aggregate number of shares of stock or the number of shares of stock of any class or  series that we are authorized to issue, to authorize us to issue authorized but unissued shares of our common  stock or preferred stock and to classify or reclassify any unissued shares of our common stock or preferred stock  into one or more classes or series of stock and set the terms of such newly classified or reclassified shares. See  "Power to Reclassify Our Unissued Shares of Stock" and "—Power to Increase or Decrease Authorized Shares  of Common Stock and Issue Additional Shares of Common and Preferred Stock."          Our board of directors has the exclusive power to adopt, alter or repeal any provision of our bylaws and  to make new bylaws.   Dissolution of Our Company          The dissolution of our company must be declared advisable by a majority of our entire board of  directors and approved by the affirmative vote of the stockholders entitled to cast a majority of all of the votes  entitled to be cast on the matter.   Advance Notice of Director Nominations and New Business          Our bylaws provide that, with respect to an annual meeting of stockholders, nominations of individuals  for election to our board of directors and the proposal of other business to be considered by stockholders may be  made only (i) pursuant to our notice of the meeting, (ii) by or at the direction of our board of directors or (iii) by  a stockholder who is a stockholder of record as of the record date for the meeting, at the time of giving the  notice required by our bylaws and at the time of the meeting, who is entitled to vote at the meeting in the  election of each individual so nominated or on such other business and who has complied with the advance  notice provisions set forth in our bylaws.          With respect to special meetings of stockholders, only the business specified in our notice of meeting  may be brought before the meeting. Nominations of individuals for election to our board of directors may be  made only (i) by or at the direction of our board of directors or (ii) provided that the meeting has been called in  accordance with our bylaws for the purpose of electing directors, by a stockholder who is a stockholder of  record as of the record date for the meeting, at the time of giving the notice required by our bylaws and at the  time of the meeting, who is entitled to vote at the meeting in the election of each individual so nominated and  who has complied with the advance notice provisions set forth in our bylaws.          Although our bylaws do not give our board of directors any power to disapprove stockholder  nominations for the election of directors or proposals recommending certain action, they may have the effect of  precluding a contest for the election of directors or the consideration of stockholder proposals if proper  procedures are not followed and of discouraging or deterring a third party from conducting a solicitation of  proxies to elect its own slate of directors or to approve its own proposal without regard to whether consideration  of such nominees or proposals might be harmful or beneficial to us and our stockholders.   Anti-Takeover Effect of Certain Provisions of Maryland Law and of Our Charter and Bylaws          Our charter and bylaws and Maryland law contain provisions that may delay, defer or prevent a change  in control or other transaction that might involve a premium price for our shares of common stock or otherwise  be in the best interest of our stockholders, including restrictions on ownership and transfer of our stock and  advance notice requirements for director nominations and stockholder proposals. Likewise, if the provision in  the bylaws opting out of the control share acquisition provisions of the MGCL were rescinded, if we were to opt  into the business combination provisions of the MGCL, or if our stockholders were to approve our election to be                                                  - 7 -                                               





 






subject to a classified board or other provisions of Subtitle 8, these provisions of the MGCL could have similar  anti-takeover effects.   Indemnification and Limitation of Directors' and Executive Officers' Liability          Maryland law permits a Maryland corporation to include in its charter a provision limiting the liability  of its directors and officers to the corporation and its stockholders for money damages except for liability  resulting from actual receipt of an improper benefit or profit in money, property or services or active and  deliberate dishonesty that was established by a final judgment and was material to the cause of action. Our  charter contains such a provision and eliminates the liability of our directors and executive officers to the  maximum extent permitted by Maryland law.          The MGCL requires a Maryland corporation (unless its charter provides otherwise, which our charter  does not) to indemnify a director or officer who has been successful, on the merits or otherwise, in the defense  of any proceeding to which he or she is made or threatened to be made a party by reason of his or her service in  that capacity. The MGCL permits a Maryland corporation to indemnify its present and former directors and  officers, among others, against judgments, penalties, fines, settlements and reasonable expenses actually  incurred by them in connection with any proceeding to which they may be made or threatened to be made a  party by reason of their service in those or other capacities unless it is established that:                 the act or omission of the director or officer was material to the matter giving rise to the                 proceeding and (i) was committed in bad faith or (ii) was the result of active and deliberate                 dishonesty;                                 the director or officer actually received an improper personal benefit in money, property or                 services; or                                 in the case of any criminal proceeding, the director or officer had reasonable cause to believe                 that the act or omission was unlawful.          However, under the MGCL, a Maryland corporation may not indemnify a director or officer in a suit  by or in the right of the corporation, in which the director or officer was adjudged liable to the corporation or in  any proceeding charging improper personal benefit in which the director or officer was adjudged liable on the  basis that personal benefit was improperly received. A court may order indemnification if it determines that the  director or officer is fairly and reasonably entitled to indemnification, even though the director or officer did not  meet the prescribed standard of conduct or was adjudged liable on the basis that personal benefit was improperly  received. However, indemnification for an adverse judgment in a suit by the corporation or in its right, or for a  judgment of liability on the basis that personal benefit was improperly received, is limited to expenses.          In addition, the MGCL permits a Maryland corporation to advance reasonable expenses to a director or  officer upon the corporation's receipt of:                 a written affirmation by the director or officer of his or her good faith belief that he or she has                 met the standard of conduct necessary for indemnification by the corporation; and                                 a written undertaking by the director or officer or on the director's or officer's behalf to repay                 the amount paid or reimbursed by the corporation if it is ultimately determined that the                 director or officer did not meet the standard of conduct.          Our charter and bylaws obligate us, to the maximum extent permitted by Maryland law in effect from  time to time, to indemnify and, without requiring a preliminary determination of the ultimate entitlement to  indemnification, pay or reimburse reasonable expenses in advance of final disposition of a proceeding to:                 any present or former director or executive officer who is made, or threatened to be made, a                 party to or witness in the proceeding by reason of his or her service in that capacity;                         any individual who, while a director or executive officer of our company and at our request,                 serves or has served as a director, officer, partner, member, manager or trustee of another                                                  - 8 -                                               





 






               corporation, real estate investment trust, partnership, limited liability company, joint venture,                 trust, employee benefit plan or other enterprise and who is made, or threatened to be made, a                 party to or witness in the proceeding by reason of his or her service in that capacity; or                         any individual who served any predecessor of our company in a similar capacity, who is made                 or threatened to be made a party to or witness in the proceeding by reason of his or her service                 in such capacity.          Our charter and bylaws also permit us, with the approval of our board of directors, to indemnify and  advance expenses to any employee or agent of our company or a predecessor of our company.          We have entered into indemnification agreements with each of our directors and executive officers  providing for the indemnification by us for certain liabilities and expenses incurred as a result of actions  brought, or threatened to be brought, against (i) our directors and executive officers and (ii) our executive  officers who are former members, managers, stockholders, directors, limited partners, general partners, officers  or controlling persons of our predecessor in their capacities as such. Insofar as the foregoing provisions permit  indemnification of directors, officers or persons controlling us for liability arising under the Securities Act, we  have been informed that, in the opinion of the SEC, this indemnification is against public policy as expressed in  the Securities Act and is therefore unenforceable.   Exclusive Forum          Our bylaws provide that, unless we consent in writing to the selection of an alternative forum, the  Circuit Court for Baltimore City, Maryland, or, if that Court does not have jurisdiction, the U.S. District Court  for the District of Maryland, Baltimore Division, is the sole and exclusive forum for:  (i) any derivative action or  proceeding brought on our behalf; (ii) any action asserting a claim of breach of any duty owed by any of our  directors or executive officers or other employees us or our stockholders; (iii) any action asserting a claim  against us or any of our directors or executive officers or other employees arising pursuant to any provision of  the MGCL or our charter or bylaws; or (iv) any action asserting a claim against us or any or any of our directors  or executive officers or other employees that is governed by the internal affairs doctrine.   CARET Units          We have created units of limited liability company interest in a subsidiary which we refer to as  "CARET Units" that generally entitle holders to a share of cash distributions in respect of the capital  appreciation above our investment basis on our ground lease assets received upon the sale of a ground lease, the  sale of a combined property and certain non-recourse mortgage debt refinancings of a ground lease.  The  number of authorized CARET Units is a fixed amount. We have established an equity incentive plan providing  for grants of CARET Units to our directors, officers and employees of our manager and other eligible  participants representing up to 15% of all distributions made to holders of CARET Units.  Such grants are  subject to stock price hurdles (all of which have been satisfied as of December 31, 2019) and time-based service  conditions.  We own the remaining 85% of the CARET Units, and we may choose to sell a portion of them to  third parties in the future, which would reduce our percentage interest (and indirectly the interest of our  stockholders) in cash distributions in respect of CARET Units. Issuances of additional shares of our common  stock will reduce an individual stockholder's indirect interest in CARET Units, while the interests of CARET  Unit holders are fixed. Conflicts of interest could arise between the interests of holders of CARET Units and  holders of our common stock with respect to decisions of whether to issue additional common stock and extend,  sell, hold or refinance a Ground Lease or combined property in the future.   Stockholders Agreements with Certain Investors          SFTY Venture LLC and SFTY VII-B, LLC.  We are a party to stockholder's agreements with two  institutional investors, SFTY Venture LLC and SFTY VII-B, LLC, each of whom made investments in us prior  to our initial public offering, which provide the investors the right to:      •   SFTY Venture LLC: purchase additional shares of our common stock up to an amount equal to 10% of         future issuances of common stock by us in single issuances of at least $1 million, and on a quarterly         basis in respect of other issuances. The purchase price paid by SFTY Venture LLC will generally be         the same price as the price per share implied by the transaction that resulted in the relevant issuance.                                                  - 9 -                                               





 






       SFTY Venture LLC will also have the right to designate a non-voting board observer and participate as         a co-investor in real estate investments for which we are seeking co-investment partners. The foregoing         rights are conditioned on SFTY Venture LLC owning at least the lesser of (i) 5.0% of our outstanding         common stock and (ii) common stock with a value of $50 million.               •   SFTY VII-B, LLC: purchase additional shares of our common stock up to an amount equal to 4.0% of         future issuances of common stock by us in single issuances of at least $1 million, and on a quarterly         basis in respect of other issuances. The purchase price paid by SFTY VII-B, LLC will generally be the         same price as the price per share implied by the transaction that resulted in the relevant issuance. SFTY         VII-B, LLC will also have the right to designate one director as a nominee for election to our board.         The foregoing rights are conditioned on SFTY VII-B, LLC owning the lesser of (i) 4.0% of our         outstanding common stock and (ii) common stock with a value of $15.0 million.          iStar.  In connection with iStar's $250.0 million equity investment in us in January 2019, we and iStar  entered into a Stockholder's Agreement, dated January 2, 2019 (as amended from time to time, the "iStar  Stockholder's Agreement"). The iStar Stockholder's Agreement provides that with respect to any matter  presented for a vote or written consent of the holders of our common stock, iStar will vote all "Excess Shares" in  the same proportions as the votes cast or consents delivered by holders of our common stock other than iStar.  "Excess Shares" means the number of shares of our common stock owned by iStar from time to time that exceed  41.9% of our outstanding common stock at such time. These voting limitations will remain in effect until the  first date on which iStar's aggregate ownership of our common stock is less than 41.9% of the outstanding  common stock.          The iStar Stockholder's Agreement also provides that, notwithstanding the voting limitations described  above, until January 2, 2022, iStar will cast all of its voting power in favor of three individuals who are  independent of each of iStar and us within the meaning of the listing rules of the NYSE to serve as our directors.          Until June 30, 2022, without the prior consent of our independent directors, iStar and its affiliates shall  not:      •   purchase or otherwise acquire legal or beneficial ownership of our common stock in excess of the         ownership threshold then applicable to iStar and its subsidiaries;              •   solicit proxies or written consents of stockholders with respect to, or in any way participate in any         proxy solicitation with respect to, the election or removal of directors that have not been approved and         recommended by our independent directors or any other matter that has not been approved and         recommended by us, otherwise conduct any non-binding referendum with respect to or participate in,         advise or encourage any person in, any proxy contest or solicitation with respect to us not approved or         recommended by our independent directors;              •   make any public disclosure, statement, comment or announcement, including with the filing or         furnishing of any document with the SEC or any other governmental agency or to any journalist or         analyst or the press or media (including social media), in support of the foregoing;              •   form, join or in any other way participate in a "partnership, limited partnership, syndicate or other         group" within the meaning of Section 13(d)(3) of the Exchange Act, with respect to any of our         securities, or otherwise advise, encourage or participate in any effort by a third party with respect to the         foregoing;              •   call a meeting of stockholders or initiate any stockholder proposal, or seek the removal of any director         from our board (other than any director that is affiliated with iStar);              •   make any public statement or offer, propose to effect, or in any way assist or facilitate any other person         to do so, with respect to any merger, consolidation, business combination, tender or exchange offer,         sale or purchase of assets (other than in the ordinary course of operating our business in iStar's capacity         as our external manager), sale or purchase of securities (other than in connection with the Company's         capital raising activities), dissolution, liquidation, restructuring, recapitalization or similar transactions         of or involving us or any of our subsidiaries;                                                          - 10 -                                               





 






   •   take any action which could reasonably be expected to cause or require us to make a public         announcement regarding any of the foregoing, or publicly request to amend, waive or terminate any of         the foregoing; and              •   advise, assist, encourage or seek to persuade others to take any action with respect to any of the         foregoing.          In addition, until January 2, 2021, iStar will not transfer shares of our common stock representing more  than 20% of the outstanding common stock in one transaction or a series of related transactions to any person or  group, other than transfers of common stock pursuant to a widely distributed public offering, unless the non- iStar holders of common stock are afforded the opportunity to participate in the transaction at the same price per  security and in the same proportion as their Common Stock represents of the outstanding fully diluted equity of  SAFE.          We also agreed that with respect to each issuance by us of our common stock with a value of at least  $1.0 million, iStar will have the right, but not the obligation, to purchase from us additional shares of our  common stock to maintain iStar's percentage ownership of our common stock after giving effect to the issuance.  iStar will pay the same purchase price as is paid by other purchasers in the issuance, disregarding any  underwriting, placement agent or other fees and commissions borne by us. iStar will have this right so long as it  owns at least 20% of our outstanding common stock. This preemptive right will not apply to issuances by us  pursuant to equity incentive plans.          Each of the stockholder's agreements described above is incorporated by reference as an exhibit to our  Annual Report on Form 10-K for the year ended December 31, 2019.   Transfer Agent and Registrar          The transfer agent and registrar for our common stock and preferred stock is Computershare Trust  Company, N.A..                                                    - 11 -