Item 1.01. Entry into a Material Definitive Agreement.






Debt Agreements



2031 and 2032 Senior Notes

On the Closing Date, the Company, Portfolio Holdings, as issuer, and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association), as trustee (the "Trustee"), executed a third supplemental indenture (the "Supplemental Indenture") to the Base Indenture (as defined below) pursuant to which (a) the Company assumed the obligations of Old SAFE as the guarantor under Portfolio Holdings' outstanding (i) $400,000,000 in aggregate principal amount of 2.800% Senior Notes due June 2031 (the "2031 Notes") and (ii) $350,000,000 in aggregate principal amount of 2.850% Senior Notes due January 2032 (the "2032 Notes" and, together with the 2031 Notes, the "Notes"), and (b) the Base Indenture was amended to make an immaterial change resulting from the Conversion and the merger of Safehold OP GenPar LLC into New SAFE. The Notes were previously issued pursuant to an indenture, dated as of May 7, 2021 (the "Base Indenture"), by and among Portfolio Holdings (then known as Safehold Operating Partnership LP), Old SAFE and the Trustee, and, with respect to the 2031 Notes, a first supplemental indenture, dated as of May 7, 2021, and, with respect to the 2032 Notes, a second supplemental indenture, dated as of November 18, 2021.

The Base Indenture contains various restrictive covenants, including the requirements to maintain a certain percentage of total unencumbered assets by Portfolio Holdings.

The foregoing summary of the Supplemental Indenture does not purport to be complete and is qualified in its entirety by reference to the text of the Supplemental Indenture, which is attached hereto as Exhibit 4.5 and is incorporated herein by reference.





                                       2

Master Note Purchase Agreement

In connection with the Merger, the Company entered into an assumption agreement whereby the Company assumed the obligations of Old SAFE as the parent guarantor under that certain Master Note Purchase Agreement, dated as of January 27, 2022 (the "Note Purchase Agreement"), among Portfolio Holdings (then known as Safehold Operating Partnership LP), as issuer, Old SAFE, as parent guarantor, and the purchasers named therein, providing for a private placement of $475 million aggregate principal amount of Portfolio Holdings' 3.98% Series 2022A Senior Notes due February 2052 (the "3.98% 2052 Notes").

Portfolio Holdings may prepay at any time all, or from time to time any part of, . . .

Item 1.02. Termination of a Material Definitive Agreement






Debt Agreements

As further described below, in connection with the Merger, the Company will redeem or repay, as applicable, all of former iStar Inc.'s debt obligations outstanding as of immediately prior to the Merger Effective Time except for its trust preferred securities, which will remain outstanding at the Company. As of the Merger Effective Time, $100,000,000 aggregate principal amount of trust preferred securities remain outstanding, bearing a variable rate of interest, reset quarterly equal to LIBOR plus 1.50%. The Company's trust preferred securities mature in October 2035.

Redemption of STAR Existing Notes, Satisfaction and Discharge of Indenture

In connection with the Merger, effective March 31, 2023 (the "Redemption Date"), the Company redeemed in full its outstanding (i) 4.750% Senior Notes due 2024 (the "2024 Notes"), (ii) 4.250% Senior Notes due 2025 (the "2025 Notes") and (iii) 5.500% Senior Notes due 2026 (the "2026 Notes", and together with the 2024 Notes and 2025 Notes, the "Company Notes"). The Company Notes were issued pursuant to an indenture dated February 1, 2001 (together with the Thirty-Third Supplemental Indenture (as defined below), the Thirty-Fourth Supplemental Indenture (as defined below), the Thirty-Fifth Supplemental Indenture (as defined below), the Thirty-Sixth Supplemental Indenture (as defined below), the Thirty-Seventh Supplemental Indenture (as defined below) and the Thirty-Eighth Supplemental Indenture, as amended, supplemented or otherwise modified from time to time, the "Company Indenture"), by and between the Company (then known as iStar Inc.) and U.S. Bank National Association, as trustee (the "STAR Trustee") and, (i) with respect to the 2024 Notes, a thirty-third supplemental indenture, dated as of September 16, 2019 (the "Thirty-Third Supplemental Indenture") and a thirty-sixth supplemental indenture, dated as of October 29, 2021 (the "Thirty-Sixth Supplemental Indenture"), (ii) with respect to the 2025 Notes, a thirty-fourth supplemental indenture, dated as of December 16, 2019 (the "Thirty-Fourth Supplemental Indenture") and thirty-seventh supplemental indenture, dated as of October 29, 2021 (the "Thirty-Seventh Supplemental Indenture"), and (iii) with respect to the 2026 Notes, a thirty-fifth supplemental indenture, dated as of September 1, 2020 (the "Thirty-Fifth Supplemental Indenture") and a thirty-eighth supplemental indenture, dated as of October 29, 2021 (the "Thirty-Eighth Supplemental Indenture").

The Company discharged the Company Indenture after issuing notices of redemption . . .

Item 2.01. Completion of Acquisition or Disposition of Assets.

On March 31, 2023, the Company and Old SAFE, completed the Merger. Immediately prior to the closing of the Merger, the Company (then known as iStar Inc.) completed the Spin-Off.

On March 31, 2023, the Company and Old SAFE issued a joint press release announcing the consummation of the Merger and Spin-Off. A copy of the joint press release is included herewith as Exhibit 99.1 and is incorporated herein by reference





Merger

On March 31, 2023, in accordance with the terms of the Merger Agreement, Old SAFE merged with and into the Company, then known as iStar Inc., at which time Old SAFE ceased to exist, the Company continued as the surviving corporation, and the Company changed its name to "Safehold Inc."

Immediately prior to the effective time of the Merger (the "Merger Effective Time"), each issued and outstanding share of the Company's common stock ("STAR Common Stock") was combined, by means of a reverse stock split, into 0.16 shares of STAR Common Stock (the "Reverse Stock Split"), and the Company's charter was amended to change the par value of the STAR Common Stock from $0.001 par value per share to $0.01 per share.

At the Merger Effective Time; (i) each share of common stock, par value $0.01 per share of Old SAFE ("Old SAFE Common Stock"), was automatically converted into the right to receive one share of newly issued common stock, $0.01 par value per share, of New SAFE (f/k/a STAR Common Stock) (the "New SAFE Common Stock"); and (ii) each share of the Preferred Stock (as defined below) was automatically converted into the right to receive $25.00 per share plus accrued and unpaid dividends to the closing date, payable in cash. Shares of New SAFE Common Stock held by former shareholders of the Company remained outstanding.

The issuance of New SAFE Common Stock in connection with the Merger was registered under the Securities Act of 1933 pursuant to the Company's Registration Statement on Form S-4, which was filed with the SEC on December 16, 2022 (as amended, the "Form S-4"). The Form S-4 was declared effective on January 30, 2023. The joint proxy statement/prospectus included with the Form S-4 contains additional information about the Merger and related transactions.

Upon the closing of the Merger, the shares of Old SAFE Common Stock that previously traded under the ticker symbol "SAFE" on the New York Stock Exchange (the "NYSE") ceased trading on, and were delisted from, the NYSE. New SAFE Common Stock commenced trading on the NYSE under the ticker symbol "SAFE" on March 31, 2023. . . .

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an


            Off-Balance Sheet Arrangement of a Registrant.

The information set forth (i) above under Item 1.01 of this Current Report on Form 8-K under the headings "2031 and 2032 Senior Notes," "Master Note Purchase Agreement," "Credit Agreement, dated as of March 31, 2021, as amended," "Credit Agreement, dated as of January 9, 2023," and "Loan Agreement, dated as of March 30, 2017" and (ii) below under Item 8.01 of this Current Report on Form 8-K under the heading "Note Purchase and Private Shelf Agreement" are hereby incorporated by reference into this Item 2.03.

Item 3.03. Material Modification to Rights of Security Holders.

Charter Amendments for Reverse Stock Split and Par Value Change

In connection with, and immediately prior to, the consummation of the Merger, the restated charter of the Company (then known as iStar Inc.) was amended to effect the Reverse Stock Split (the "Reverse Split Charter Amendment"). Immediately after the Reverse Stock Split, the charter was further amended to change the par value of each issued and outstanding share of STAR Common Stock to $0.01 per share of common stock (the "Par Value Charter Amendment"). In addition, equitable adjustments were made to the maximum number of shares of STAR Common Stock that may be issued pursuant to the Company's 2009 Long Term Incentive Compensation Plan and 2013 Performance Incentive Plan, and the number of shares of STAR Common Stock subject to outstanding awards under such plans have also been equitably adjusted, in each case to reflect the Reverse Stock Split.

Former iStar Inc. stockholders received cash in lieu of fractional shares resulting from the Reverse Stock Split.

The foregoing descriptions of the Reverse Split Charter Amendment and the Par Value Charter Amendment, in each case, are not complete and are subject to and qualified in their entirety by reference to the Reverse Split Charter Amendment, which is attached hereto as Exhibit 3.1 and the Par Value Charter Amendment, which is attached hereto as Exhibit 3.2, and each of which are incorporated herein by reference.

Amended and Restated Charter and Amended and Restated Bylaws

In connection with the consummation of the Merger, the Company (then known as iStar Inc.) changed its name to Safehold Inc. and adopted an amended and restated charter and amended and restated bylaws, effective as of the Closing Date.





                                      14

In connection with the consummation of the Merger, the Company amended and restated its restated charter (the "New SAFE Charter"), effective as of the Merger Effective Time. The New SAFE Charter is similar to Old SAFE's charter in all material respects, except that certain supermajority voting requirements have been eliminated.

The foregoing description of the New SAFE Charter does not purport to be complete and is qualified in its entirety by the full text of the New SAFE Charter, a copy of which is attached hereto as Exhibit 3.3 and is incorporated herein by reference.

In addition, in connection with the consummation of the Merger, the Company amended and restated its bylaws (the "New SAFE Bylaws"), effective as of the Merger Effective Time. The New SAFE Bylaws are similar to the prior bylaws of iStar Inc. in all material respects, except that the New SAFE Bylaws address the universal proxy rules adopted by the SEC, add clarifications for remote meetings of stockholders and modernize language about the size of the board of directors. . . .

Item 5.01. Changes in Control of Registrant.

The information set forth above under Item 2.01 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 5.01.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors;


            Appointment of Certain Officers; Compensatory Arrangements of Certain
            Officers.

Departure of Certain Directors

In connection with the Merger and pursuant to the Merger Agreement and the Articles of Merger filed in connection with the consummation of the Merger, effective as of the Merger Effective Time, each of Clifford De Souza, Richard Lieb and David Eisenberg were not designated as directors of the Company. This was not a result of any disagreement between the Company and such directors on any matter relating to the Company's operations, policies or practices.

Appointment of Certain Directors

In connection with the Merger and pursuant to the Merger Agreement and the Articles of Merger filed in connection with the consummation of the Merger, effective as of the Merger Effective Time, and until such time as their successors have been duly elected and qualify or until their earlier death, resignation or removal in accordance with the Company's organizational documents, the directors of the Company will consist of a total of seven directors, three of whom were designated by the Company and four of whom were designated by Old SAFE: (i) Jay Sugarman, Robin Josephs and Barry W. Ridings, each a continuing director of the Board, (ii) Jesse Hom, Jay Nydick and Stefan Selig, each a former member of the Old SAFE board of directors, and (iii) Marcos Alvarado, the Company's President and Chief Investment Officer. Jay Sugarman and Robin Josephs were also former members of the Old SAFE board of directors. Stefan Selig serves as the independent lead director.

Jesse Hom. Mr. Hom is a Managing Director and Global Head of Real Estate Credit at GIC Private Limited, Singapore's sovereign wealth fund, where he has focused on both equity and credit investments since 2008. Additionally, Mr. Hom sits as a director on several private real estate company boards. He is a graduate of Cornell University with a bachelor's degree and real estate finance concentration from the School of Hotel Administration.

Jay S. Nydick. Mr. Nydick has been the Co-Head and Co-Chief Investment Officer of the Real Estate Investment Group at AB Global since October 2009. Mr. Nydick was the president of the Company from November 2004 until September 2009. Prior to joining the Company, Mr. Nydick spent 14 years as an investment banker at Goldman, Sachs & Co. Mr. Nydick has significant experience in capital markets and commercial real estate. Mr. Nydick holds a bachelor's degree from Cornell University where he graduated as a Presidential Scholar and an M.B.A. degree from Columbia University.

Stefan M. Selig. Mr. Selig served as Under Secretary of Commerce for International Trade at the U.S. Department of Commerce from June 2014 to June 2016, and during this period headed the International Trade Administration, a global bureau of more than 2,200 trade and investment professionals. During this period, he also served as the Executive Director of the Travel and Tourism Advisory Board, sat on the board of directors of the Overseas Private Investment Corporation, was a Commissioner for the Congressional Executive Commission on China and was the Executive Director of the President's Advisory Council on Doing Business in Africa. Prior to that, he held various senior level leadership positions at Bank of America Merrill Lynch beginning in 1999, including being . . .

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal


            Year.

The information set forth above under Item 3.03 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 5.03.

Item 5.05. Amendments to the Registrant's Code of Ethics, or Waiver of a


            Provision of the Code of Ethics.

On March 31, 2023, the Board adopted a new code of ethics and business conduct that applies to the Company's directors, officers and employees, copies of which are available on the Company's website at www.safeholdinc.com.




 Item 8.01. Other Events.

Note Purchase and Private Shelf Agreement

In connection with the Merger, the Company entered into an assumption agreement whereby the Company assumed the obligations of Old SAFE as the parent guarantor under that certain Note Purchase and Private Shelf Agreement dated as of May 13, 2022 (the "Note Purchase and Private Shelf Agreement"), among Portfolio Holdings (then known as Safehold Operating Partnership LP), as issuer, Old SAFE, as parent guarantor, the various purchasers named therein and other parties thereto providing for the private placement and issuance by Portfolio Holdings of $150 million aggregate principal amount of 5.15% Series A Senior Notes due May 13, 2052 (the "5.15% 2052 Notes").





                                      21

The 5.15% 2052 Notes feature a stairstep coupon rate in which Portfolio Holdings will pay cash interest at a rate of 2.50% in years 1 through 10, 3.75% in years 11 through 20, and 5.15% in years 21 through 30. The difference between the 5.15% stated rate and cash interest rate will accrue in each semi-annual payment period and may, unless elected by Portfolio Holdings to be paid in cash, be paid in kind by adding such accrued interest to the outstanding principal balance of the 5.15% Series A PIK Notes due May 2052 (the "Series A PIK Notes") issued under the Note Purchase Agreement, to be repaid at maturity in May 2052.

Pursuant to the terms of the Note Purchase and Private Shelf Agreement, Portfolio Holdings may from time to time issue and sell, and the Purchasers or their affiliates may consider in their sole discretion the purchase of, additional senior unsecured promissory notes (the "Shelf Notes" and, together with the 5.15% 2052 Notes and the Series A PIK Notes, the "May 2052 Notes"). Portfolio Holdings may request that the Purchasers or their affiliates purchase up to $150 million of Shelf Notes with a maturity date not to exceed thirty-one years after the date of original issuance thereof.

Portfolio Holdings may prepay at any time all, or from time to time any part of, the May 2052 Notes, in an amount not less than 5% of the aggregate principal amount of the May 2052 Notes then outstanding in the case of a partial prepayment, at 100% of the principal amount so prepaid plus a Make-Whole Amount (as defined in the Note Purchase and Private Shelf Agreement) together with accrued interest to the prepayment date.

The Note Purchase and Private Shelf Agreement contains various restrictive covenants, including requirements to maintain a certain percentage of total unencumbered assets by Portfolio Holdings. The Note Purchase and Private Shelf Agreement also contains a provision whereby it will be deemed to include additional financial covenants and negative covenants to the extent such covenants are incorporated into Portfolio Holdings' and/or the Company's existing or future material credit facilities and to the extent such covenants are more favorable to the lenders under such material credit facilities than the covenants contained in the Note Purchase and Private Shelf Agreement. Subject to the terms of the Note Purchase and Private Shelf Agreement and the May 2052 Notes, upon certain events of default, including, but not limited to, (i) a default in the payment of any principal, Make-Whole Amount or interest under the May 2052 Notes, and (ii) a default in the payment of certain other indebtedness of Portfolio Holdings, the Company or their subsidiaries, all the May 2052 Notes then outstanding will become due and payable, either automatically or at the option of the Purchasers, depending on the event of default.

Portfolio Holdings' obligations under the May 2052 Notes are fully and unconditionally guaranteed by the Company.





Business

In connection with the Merger, the Company is filing information for the purpose of supplementing and updating the disclosure contained under the heading "Item 1, Business" in the Company's Annual Report on Form 10-K for the year ended December 31, 2022, filed with the SEC on February 22, 2023 . The updated disclosure is set forth under "Business", which is attached hereto as Exhibit 99.2 and is incorporated herein by reference.





Risk Factors

In connection with the Merger, the Company is filing information for the purpose of supplementing and updating the disclosure contained under the heading "Item 1A, Risk Factors" in the Company's Annual Report on Form 10-K for the year ended December 31, 2022, filed with the SEC on February 22, 2023 . The updated disclosure is set forth under "Risk Factors", which is attached hereto as Exhibit 99.3 and is incorporated herein by reference.





Properties

In connection with the Merger, the Company is filing information for the purpose of supplementing and updating the disclosure contained under the heading "Item 2, Properties" in the Company's Annual Report on Form 10-K for the year ended December 31, 2022, filed with the SEC on February 22, 2023 . The updated disclosure is set forth under "Properties", which is attached hereto as Exhibit 99.4 and is incorporated herein by reference.





                                      22

Management's Discussion and Analysis of Financial Condition and Results of Operations

In connection with the Merger, the Company is filing information for the purpose of supplementing and updating the disclosure contained under the heading "Item 7, Management's Discussion and Analysis of Financial Condition and Results of Operations" in the Company's Annual Report on Form 10-K for the year ended December 31, 2022, filed with the SEC on February 22, 2023 . The updated disclosure is set forth under "Management's Discussion and Analysis of Financial Condition and Results of Operations", which is attached hereto as Exhibit 99.5 and is incorporated herein by reference.

Listing of the Company's Common Stock on NYSE

Shares of the Company's common stock were previously listed on the NYSE under the symbol "STAR" prior to the Merger. The Company filed with the NYSE a supplemental listing application with respect to the shares of the Company's common stock issued to the holders of Old SAFE Common Stock in the Merger. In connection with the Merger, the Company's common stock began trading on the NYSE under the symbol "SAFE" on March 31, 2023.





Caret Reorganization

Description of the Caret Program

In 2018, Old SAFE established the Caret program (as defined below) through the formation of a subsidiary called Caret Ventures LLC ("Caret Ventures"). The Caret program is designed to recognize the two distinct components of value in the Company's ground lease portfolio by separating them into: . . .

Item 9.01. Financial Statements and Exhibits.

(a) Financial statements of businesses acquired.

The audited consolidated balance sheets of Old SAFE as of December 31, 2022, and 2021 and the related consolidated statements of operations, comprehensive income, equity and cash flows for each of the three years in the period ended December 31, 2022 are incorporated by reference to Exhibit 99.7 hereto.

(b) Pro forma financial information.

The unaudited pro forma condensed combined financial statements of the Company for the year ended December 31, 2022 are attached hereto as Exhibit 99.8 and are incorporated herein by reference.





(d) Exhibits.



Exhibit No. Description



  2.1         Agreement and Plan of Merger, dated as of August 10, 2022, by and
            among Safehold Inc. and iStar Inc. (incorporated by reference to
            Exhibit 2.1 of our Current Report on Form 8-K, filed August 11,
            2022).

  3.1         Charter Amendment to Restated Charter of iStar Inc. regarding
            reverse stock split.

  3.2         Charter Amendment to Restated Charter of iStar Inc. regarding par
            value change.

  3.3         Amended and Restated  Charter of Safehold Inc.

  3.4         Amended and Restated Bylaws of Safehold Inc.

  4.1         Description of Capital Stock

  4.2         Indenture, dated as of May 7, 2021, among Safehold Operating
            Partnership LP, as issuer, Safehold Inc., as guarantor, and U.S. Bank
            National Association, as trustee.

  4.3         First Supplemental Indenture, dated as of May 7, 2021, among
            Safehold Operating Partnership LP, as issuer, Safehold Inc., as
            guarantor, and U.S. Bank National Association, as trustee, including
            the form of the 2031 Notes and the Guarantee.




                                      25





  4.4       Second Supplemental Indenture, dated as of November 18, 2021, among
          Safehold Operating Partnership LP, as issuer, Safehold Inc., as
          guarantor, and U.S. Bank National Association, as trustee, including
          the form of the 2032 Notes and the Guarantee.

  4.5       Third Supplemental Indenture, dated March 31, 2023, among Safehold
          GL Holdings LLC, as issuer, iStar Inc. (to be renamed Safehold Inc.),
          as guarantor, and U.S. Bank National Association, as trustee.

  10.1      Master Note Purchase Agreement, dated as of January 27, 2022, by and
          among Safehold Inc., Safehold Operating Partnership LP and the
          purchasers named therein.

  10.2      Assumption Agreement, dated as of March 31, 2023, to Master Note
          Purchase Agreement, dated as of January 27, 2022, by and among
          Safehold Inc., Safehold GL Holdings LLC and the purchasers named
          therein.

  10.3      Credit Agreement, dated as of March 31, 2021, among Safehold Inc.,
          as guarantor, Safehold Operating Partnership LP, as borrower, JPMorgan
          Chase Bank, N.A., as administrative agent, the lenders, agents and
          arrangers party thereto and JPMorgan Chase Bank, N.A., Bank of
          America, N.A., and Goldman Sachs Bank USA, as letter of credit
          issuers.

  10.4      First Amendment to Credit Agreement, dated as of December 15, 2021,
          among Safehold Inc., as guarantor, Safehold Operating Partnership LP,
          as borrower, JPMorgan Chase Bank, N.A., as administrative agent and
          the Existing Lenders.

  10.5      Second Amendment the Credit Agreement, dated as of January 9, 2023,
          among Safehold Inc., as guarantor, Safehold Operating Partnership LP,
          as borrower, JPMorgan Chase Bank, N.A, as administrative agent, and
          certain other financial institutions party thereto as lenders,
          arrangers and bookrunners.

  10.6      Credit Agreement, dated as of January 9, 2023, among Safehold Inc.,
          as guarantor, Safehold Operating Partnership LP, as borrower, JPMorgan
          Chase Bank, N.A., as administrative agent, and certain other financial
          institutions party thereto as lenders, agents, arrangers and
          bookrunners.

  10.7      Loan Agreement, dated as of March 30, 2017, among Barclays Bank PLC,
          JPMorgan Chase Bank, National Association and Bank of America, N.A.,
          the company and the company subsidiaries named therein as borrower.

  10.8      Stockholder's Agreement, dated as of March 31, 2023, by and among
          Safehold Inc., iStar Inc. and MSD Partners, L.P.

  10.9      Registration Rights Agreement, dated as of March 31, 2023, by and
          between Safehold Inc. and MSD Partners, L.P.

  10.10     Separation and Distribution Agreement, dated as of March 31, 2023,
          by and between iStar Inc. and Star Holdings.

  10.11     Registration Rights Agreement, dated as of March 31, 2023, by and
          between Safehold Inc. and Star Holdings.

  10.12     Management Agreement, dated as of March 31, 2023, by and between
          Safehold Inc and Star Holdings.

  10.13     Governance Agreement, dated as of March 31, 2023, by and between
          Safehold Inc. and Star Holdings.

  10.14     Amended and Restated Credit Agreement, dated as of March 31, 2023,
          by and between Star Holdings, as borrower, and Safehold Inc., as
          lender.




                                      26





  10.15       Stockholder's Agreement, between Safety, Income and Growth, Inc. and
            SFTY Venture LLC.

  10.16       Registration Rights Agreement, among Safety, Income and Growth,
            Inc., SFTY Venture LLC and SFTY VII-B, LLC.

  10.17       Form of Indemnification Agreement.

  10.18       iStar Inc. 2009 Long Term Incentive Compensation Plan (incorporated
            by reference to our Definitive Proxy Statement filed on April 9,
            2019).

  10.19       Form of Restricted Stock Unit Award.

  10.20       Omnibus Assignment, Assumption and Amendment Agreement, dated as of
            March 31, 2023, by and among Safehold Inc., CARET Ventures LLC, Caret
            Management LLC, and Safehold GL Holdings LLC.

  10.21       Amended Caret Performance Incentive Plan.

  10.22       Form of Caret Performance Incentive Award.

  10.23       Subscription Agreement, dated as of August 10, 2022, by and among
            CARET Ventures LLC, Safehold Inc., the investor signatories thereto,
            and, solely with respect to Sections 1.1(b) and 6.1-6.18, MSD Capital,
            L.P. (incorporated by reference to Annex D of our Registration
            Statement on Form S-4/A (File No. 333-268822), filed January 26,
            2023).
. . .

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