iStar Inc.

iStar (NYSE: STAR) serves as our external manager and is our largest shareholder. We believe that our relationship with iStar will provide us with opportunities to source and capitalize GNL transactions that may not otherwise be available to us. iStar currently has nearly 200 professionals in six offices nationwide dedicated to investment origination, underwriting, capital markets, asset management, legal review, accounting and other disciplines that will be available to us through our manager. The terms of our management agreement with iStar are summarized below. We believe that we have created a management agreement that truly aligns the interest of the shareholders with those of the manager:

Key Terms of our Management Contract

Manager Wholly owned subsidiary of iStar Inc.
Management Fee 1.0% of total shareholder’s equity (1) (up to $2.5B)
0.75% of total shareholder’s equity (1) (> $2.5B)
Management Fee Consideration Payment will be in SAFE stock
(at the greater of the volume weighted average market price of our stock during the quarter for which the fee is being paid or the IPO price)
Management Fee Lock-up Two year restriction from selling common stock paid as management fees
Management Fee Waiver No management fee paid to manager during first year
Incentive Fee None (alignment as largest shareholder)
Term 1 Year
Renewal Provision Annual renewals to be approved by majority of independent directors
Termination Fee None