Form 8-K

8-K — Star Holdings

Accession: 0001104659-26-113260

Filed: 2026-10-02

Period: 2026-09-29

CIK: 0001953366

SIC: 6519 (LESSORS OF REAL PROPERTY, NEC)

Item: Entry into a Material Definitive Agreement

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — tm2626632d1_8k.htm (Primary)

EX-10.4 — EXHIBIT 10.4 (tm2626632d1_ex10-4.htm)

EX-10.7 — EXHIBIT 10.7 (tm2626632d1_ex10-7.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — FORM 8-K

8-K (Primary)

Filename: tm2626632d1_8k.htm · Sequence: 1

false

0001953366

2026-09-29

iso4217:USD

xbrli:shares

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

September 29, 2026

Star Holdings

(Exact name of registrant as specified in its

charter)

Maryland

001-41572

37-6762818

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification Number)

One Penn Plaza

51st Floor

New York, New York

10119

(Address of principal executive offices)

(Zip Code)

Registrant’s

Telephone Number, Including Area Code: (212) 930-9400

1114 Avenue of the Americas

39th Floor

New York, New York 10036

(Former name or former address, if changed since

last report.)

Check the appropriate box below if the Form 8-K filing is intended

to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction

A.2. below):

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

Common shares of beneficial interest, $0.001 par value

STHO

Nasdaq Global Market

Indicate

by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405

of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company x

If an emerging growth company, indicate by check mark if the registrant

has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant

to Section 13(a) of the Exchange Act. x

Item 1.01.

Entry into a Material Definitive Agreement

On September 29, 2026, Star Holdings (the

"Company") entered into amendments to the agreements described below.

Term Loan Credit Agreement with Safehold

The Company, as borrower, and Safehold Inc. ("Safehold"),

as lender, entered into the Third Amendment to Amended and Restated Credit Agreement (the "Third Amendment"). The Third Amendment,

among other things: (i) extends the maturity date of the underlying term loan facilities by one year, to March 31, 2029, with

the option for the Company to extend the maturity date to September 30, 2029, subject to the satisfaction of certain conditions,

including the payment of an extension fee equal to 0.5% of the then outstanding loans, and with the interest rate on outstanding borrowings

increasing 1.0% per annum during the extension period; (ii) permits Star Holdings to make one or more voluntary prepayments of up

to $50.0 million in the aggregate, plus the amount of any restricted cash held by the margin loan lender on its margin loan facility that

is currently secured by all of the shares of Safehold common stock owned by Star Holdings; and (iii) provides a new restricted payments

basket that will permit the Company to repurchase up to $10.0 million of its common shares for cash after the Company has prepaid its

margin loan facility by at least $40.0 million (exclusive of prepayments using restricted cash held by the margin loan lender). The Company

has agreed that it will not make any additional borrowings under the margin loan facility. In connection with the Third Amendment, the

Company paid Safehold a maturity extension fee of $2.4 million. As of September 29, 2026, the outstanding term loan had a principal

balance of $115.0 million and no outstanding borrowings on the incremental facility.

Management Agreement with Safehold

The Company and Safehold Management Services Inc.

(the "Manager"), a wholly-owned subsidiary of Safehold, entered into the Second Amendment to Management Agreement (the "Second

Amendment") pursuant to which (i) the management fee payable in respect of the annual terms running from April 1, 2027

through March 31, 2028 and April 1, 2028 through March 31, 2029 will be subject to minimum quarterly amounts of $1.25 million

and $625,000, respectively; (ii) the "Termination Fee" payable to the Manager in certain circumstances has been increased

from $55.0 million to $62.5 million, in each case less the aggregate amount of management fees paid prior to the termination date; and

(iii) the period during which a termination of the Management Agreement by the Company without cause would require payment of the

Termination Fee has been extended to March 31, 2029.

The foregoing descriptions of the Third Amendment and the Second Amendment

and of the agreements being amended do not purport to be complete and are qualified in their entirety by reference to the full text of

those agreements, which are included or incorporated by reference as exhibits to this Current Report and are incorporated herein by reference.

Item 7.01.

Regulation FD Disclosure

On September 30, 2026, the Company voluntarily

paid down the outstanding balance on its margin loan facility from $94.5 million to $46.5 million primarily using approximately

$30.0 million of asset sale proceeds and $18.0 million of restricted cash held by the margin loan lender.

- 2 -

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits

Exhibit

No.

Description

10.1

Amended and Restated Credit Agreement, dated as of March 31, 2023, by and between Safehold Inc. and Star Holdings. (Incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q filed on May 11, 2023).

10.2

First Amendment to Amended and Restated Credit Agreement, dated as of October 4, 2023, by and between Safehold Inc. and Star Holdings. (Incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed on October 6, 2023).

10.3

Second Amendment to Amended and Restated Credit Agreement, dated as of March 28, 2025, by and between Safehold Inc. and Star Holdings. (Incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed on March 31, 2025).

10.4

Third Amendment to Amended and Restated Credit Agreement, dated as of September 29, 2026, between Safehold Inc. and Star Holdings.

10.5

Management Agreement, dated as of March 31, 2023, by and between Star Holdings and Safehold Management Services Inc. (Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on March 31, 2023).

10.6

First Amendment to Management Agreement, dated as of March 28, 2025, by and between Star Holdings and Safehold Management Services Inc. (Incorporated by reference to Exhibit 10.5 to Current Report on Form 8-K filed on March 31, 2025).

10.7

Second Amendment to Management Agreement, dated as of September 29, 2026, between Star Holdings and Safehold Management Services Inc.

104

Inline XBRL for the cover page of this Current Report on Form 8-K.

- 3 -

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934,

the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: October 2, 2026

Star Holdings

By:

/s/ Brett Asnas

Name:

Brett Asnas

Title:

Chief Financial Officer (principal financial officer)

- 4 -

EX-10.4 — EXHIBIT 10.4

EX-10.4

Filename: tm2626632d1_ex10-4.htm · Sequence: 2

Exhibit 10.4

Execution

Version

THIRD AMENDMENT TO

AMENDED AND RESTATED CREDIT AGREEMENT

This THIRD AMENDMENT TO

AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment” or the “Third Amendment”) is dated as

of September 29, 2026, is entered into by STAR HOLDINGS, a Maryland statutory trust

(together with its successors and permitted assigns, the “Borrower”) and SAFEHOLD

INC., a Maryland corporation (together with its successors and permitted assigns, “Lender”), and is made with

reference to that certain AMENDED AND RESTATED CREDIT AGREEMENT, dated as of March 31, 2023 (as amended, restated, amended

and restated, supplemented or otherwise modified from time to time prior to the date hereof, the “Credit Agreement”,

and as amended by this Amendment, the “Amended Credit Agreement”), by and among the Borrower and the Lender. Capitalized

terms used herein without definition shall have the same meanings herein as set forth in the Credit Agreement after giving effect to this

Amendment.

RECITALS

WHEREAS, the Borrower

has requested the Lender’s consent to make one or more voluntary prepayments of the Margin Loan Facility from and after the Third

Amendment Effective Date of up to $50.0 million in the aggregate plus the amount of restricted cash held by the lender under the Margin

Loan Facility from time to time (the “Third Amendment Consent Request”);

WHEREAS, the Borrower

has requested, pursuant to Section 9.02(b) of the Credit Agreement, that certain provisions of the Credit Agreement be amended

as set forth in this Amendment; and

WHEREAS, the Borrower

and the Lender desire to amend the Credit Agreement on the terms as set forth herein.

NOW, THEREFORE, in

consideration of the premises and the agreements, provisions and covenants herein contained, the parties hereto agree as follows effective

as of the Third Amendment Effective Date (as defined below):

SECTION I.

Consent; AMENDMENTS

A.    Subject

to the satisfaction of the conditions set forth in Section II below, the Lender hereby irrevocably agrees to the terms of the Third

Amendment Consent Request. Such agreement and authorization by the Lender shall be irrevocably binding on any of the Lender’s subsequent

transferees, participants, successors and assigns with respect to the Lender’s Loans or unused Commitments.

B.    The parties

hereto further agree that the Credit Agreement shall hereby be amended as follows:

(a)    Each

of the following definitions appearing in Section 1.01 of the Credit Agreement is hereby added or amended and restated in its entirety

to read as follows:

“Applicable Rate”

means (a) 8.00% per annum at any time other than during the Extension Period, (b) 9.00% per annum at any time during the Extension

Period, or (c) to the extent any Loan remains outstanding under an Incremental Facility at such time, 10.00% per annum.

“Extension Option”

has the meaning specified in Section 2.15.

“Extension Period” means the period from

and including April 1, 2029 to and including September 30, 2029.

“Maturity Date”

means March 31, 2029; provided, however, that if the Extension Option is exercised by the Borrower, “Maturity Date”

shall mean September 30, 2029 (except that, in each case if such date is not a Business Day, the Maturity

Date shall be the next preceding Business Day).

“Notice to Extend” has the meaning specified

in Section 2.15.

(b)    Section 2.06(a) of

the Credit Agreement is hereby amended and restated in its entirety to read as follows:

(a)    Optional

Prepayments. The Borrower may, upon notice to the Lender, at any time and from time to time prepay the Loans in whole or in part

without premium or penalty, subject to the requirements of this Section; provided, however, that each prepayment may not be in an

amount less than the lesser of (i) $20.0 million or (ii) the then Outstanding Amount of the Loans.

hereby added to the Credit Agreement to read as follows:

SECTION 2.15       Extension

of Maturity Date. The Borrower shall have the option (the “Extension Option”) to extend the Maturity Date. Subject

to the conditions set forth below, the Borrower may exercise the Extension Option by delivering a written notice to the Lender not more

than (90) days and not less than thirty (30) days prior to March 31, 2029 (a “Notice to Extend”), stating that the

Borrower has elected to extend the Maturity Date to September 30, 2029. The Borrower’s right to exercise the Extension Option shall

be subject to the following terms and conditions: (i) there shall exist no Default or Event of Default on both (x) the date

the Borrower delivers the Notice to Extend to the Lender and (y) on March 31, 2029, (ii) the Borrower shall have paid to

Lender not less than five days before March 31, 2029 an extension fee equal to 0.5% of the then Outstanding Amount of the Loans,

and (iii) without limiting the conditions set forth in the foregoing clause (i), the Borrower shall have delivered to the Lender

a duly completed certificate signed by a Responsible Officer, dated as of the date of the Notice to Extend, certifying that no Default

or Event of Default exists on such date.

(d)    Section 6.11(a) of

the Credit Agreement is hereby amended by adding the following subclause (z) to the end of the Section to read as follows:

or (z) the Third Amendment;

- 2 -

(e)    Section 6.01(b) of

the Credit Agreement is hereby amended and restated in its entirety to read as follows:

(b). Indebtedness outstanding on the date

hereof and listed on Schedule 6.01 and any refinancings, refundings, renewals or extensions thereof; provided, however, that (i) after

the Third Amendment Effective Date, Borrower shall not, and shall not permit any Subsidiary to, request or receive any additional Advances

under the Margin Loan Facility (including Delayed Draw Advances), as such terms are defined under the Margin Loan Facility; and (ii) the

amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal

to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing

in connection with such refinancing; provided further that, for the avoidance of doubt, the capitalization of accrued interest as principal

under the Margin Loan Facility pursuant to any payment-in-kind election permitted by the terms of the Margin Loan Facility as in effect

on the Third Amendment Effective Date shall not constitute an Advance or an increase in Indebtedness prohibited by this Section 6.01(b).

(f)    Section 6.05(c) of

the Credit Agreement is hereby amended and restated to read as follows:

or otherwise acquire Equity Interests issued by it for aggregate payments in cash not to exceed $10,000,000 beginning after the date on

which the Margin Loan Borrower has paid down the amounts outstanding on the Margin Loan Facility by at least $40.0 million (in addition

to, and exclusive of, any restricted cash held by the lender under the Margin Loan Facility applied to such paydown) pursuant to the Third

Amendment Consent Request; provided that, following such prepayment, such amounts may not be re-borrowed.

SECTION II.

CONDITIONS TO EFFECTIVENESS

The effectiveness of this

Amendment is subject to the satisfaction or waiver by the Lender of the following conditions (the date upon which all of such conditions

are satisfied or waived, the “Third Amendment Effective Date”):

(a)    the Lender

(or its counsel) shall have received a counterpart signature page to this Amendment, duly executed by the Borrower;

(b)    the Lender

shall have received payment in full of a maturity extension fee of $2.4 million.

and warranties of the Borrower contained in Section III below and ‎Article III of the Credit Agreement or any other Loan

Document shall be true and correct in all material respects (and in all respects if any such representation or warranty is already qualified

by materiality) on and as of the Third Amendment Effective Date, except to the extent that such representations and warranties specifically

refer to an earlier date, in which case they shall be true and correct in all material respects (and in all respects if any such representation

or warranty is already qualified by materiality) as of such earlier date; and

(d)    no Default

or Event of Default shall exist, or would result from the consummation of the transactions contemplated hereby.

The undersigned, in his capacity as a Responsible

Officer of the Borrower and not in any individual capacity, hereby certifies that, as of the date first written above, the conditions

set forth in the foregoing are satisfied.

- 3 -

SECTION III.

Representations and Warranties.

By its execution of this Amendment,

the Borrower hereby represents and warrants that:

(a)    the execution,

delivery and performance by the Borrower of this Amendment has been duly authorized by all necessary corporate or other organizational

action, and do not and will not (a) contravene the terms of its Organizational Documents, (b) conflict with or result in any

breach or contravention of, or the creation of any Lien under, or require any payment to be made under (i) any material Contractual

Obligation to which the Borrower is a party or affecting the Borrower or the properties of the Borrower or any Subsidiary or (ii) any

material order, injunction, writ or decree of any Governmental Authority or any arbitral award to which the Borrower or any Subsidiary

or its property is subject or (c) violate any Law in any material respect; and

(b)    this

Amendment has been duly executed and delivered by the Borrower and constitutes a legal, valid and binding obligation of the Borrower,

enforceable against the Borrower in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency,

reorganization, receivership, moratorium or other Laws affecting creditors’ rights generally and by general principles of equity.

SECTION IV.

MISCELLANEOUS

A.     Reference

to and Effect on the Credit Agreement and the Other Loan Documents.

(i)    On and

after the Third Amendment Effective Date, each reference in the Credit Agreement to “this Agreement”, “hereunder”,

“hereof”, “herein” or words of like import referring to the Credit Agreement, and each reference in the other

Loan Documents to the “Credit Agreement”, “thereunder”, “thereof” or words of like import referring

to the Credit Agreement, shall mean and be a reference to the Credit Agreement as modified hereby.

(ii)    Except

for the consent, waiver, amendments and modifications expressly set forth herein, the Credit Agreement and the other Loan Documents shall

remain unchanged and in full force and effect and are hereby ratified and confirmed and this Amendment shall not be considered a novation.

The consent, waiver, amendments and modifications set forth herein are limited to the specifics hereof (including facts or occurrences

on which the same are based), shall not apply with respect to any facts or occurrences other than those on which the same are based, shall

neither excuse any future non-compliance with the Loan Documents nor operate as a waiver of any Default or Event of Default, shall not

operate as a consent to any further waiver, consent or amendment or other matter under the Loan Documents, and shall not be construed

as an indication that any future waiver or amendment of covenants or any other provision of the Credit Agreement will be agreed to, it

being understood that the granting or denying of any waiver or amendment which may hereafter be requested by the Borrower remains subject

to the terms of the Credit Agreement.

(iii)    The

execution, delivery and performance of this Amendment shall not, except as expressly provided herein, constitute a waiver of any provision

of, or operate as a waiver of any right, power or remedy of the Lender under, the Credit Agreement or any of the other Loan Documents.

(iv)    The Borrower

hereby (a) affirms and confirms its guarantees, pledges, grants and other undertakings under the Credit Agreement and the other Loan

Documents to which it is a party, and (b) agrees that (i) each Loan Document to which it is a party shall continue to be in

full force and effect and (ii) all guarantees, pledges, grants and other undertakings thereunder shall continue to be in full force

and effect and shall accrue to the benefit of the Lender.

- 4 -

(v)    This Amendment

shall be deemed to be a Loan Document as defined in the Credit Agreement.

B.    Headings.

Section and subsection headings in this Amendment are included herein for convenience of reference only and shall not constitute

a part of this Amendment for any other purpose or be given any substantive effect.

C.    Applicable

Law. THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK.

D.    Jurisdiction;

Waiver of Jury Trial. The provisions of Sections 9.09 and 9.10 of the Credit Agreement pertaining to consent to jurisdiction,

service of process and waiver of jury trial are hereby incorporated by reference herein, mutatis mutandis.

E.    Indemnification.

The Borrower hereby confirms that the indemnification provisions set forth in Section 9.03(b) of the Credit Agreement shall

apply to this Amendment and the transactions contemplated hereby.

F.    Counterparts.

This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when

so executed and delivered shall be deemed an original, but all such counterparts together shall constitute one and the same instrument;

signature pages may be detached from multiple separate counterparts and attached to a single counterpart so that all signature pages are

deemed attached to the same document. Delivery of an executed counterpart of a signature page of this Amendment by facsimile or in

electronic format (e.g. “pdf” or “tif” file format) shall be effective as delivery of a manually executed counterpart

of this Amendment.

G.    Entire

Agreement. This Amendment, the Amended Credit Agreement and the other Loan Documents constitute the entire agreement among the

parties with respect to the subject matter hereof and thereof and supersede all other prior agreements and understandings, both written

and verbal, among the parties or any of them with respect to the subject matter hereof.

H.    Severability.

Any term or provision of this Amendment which is invalid or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective

to the extent of such invalidity or unenforceability without rendering invalid or unenforceable the remaining terms and provisions of

this Amendment or affecting the validity or enforceability of any of the terms or provisions of this Amendment in any other jurisdiction.

If any provision of this Amendment is so broad as to be unenforceable, such provision shall be interpreted to be only so broad as would

be enforceable.

[Remainder of page intentionally blank]

- 5 -

IN WITNESS WHEREOF,

the parties hereto have caused this Amendment to be duly executed and delivered by their respective officers thereunto duly authorized

as of the date first written above.

STAR HOLDINGS

as Borrower

By:

/s/ Brett Asnas

Name:

Brett Asnas

Title:

Chief Financial Officer

SAFEHOLD INC.,

as Lender

By:

/s/ Michael Trachtenberg

Name:

Michael Trachtenberg

Title:

President

[Signature Page to Third Amendment]

EX-10.7 — EXHIBIT 10.7

EX-10.7

Filename: tm2626632d1_ex10-7.htm · Sequence: 3

Exhibit 10.7

Execution

Version

SECOND AMENDMENT TO MANAGEMENT AGREEMENT

This SECOND AMENDMENT (this

"Amendment") to MANAGEMENT AGREEMENT is entered into as of September 29, 2026 by and among STAR HOLDINGS, a Maryland

statutory trust (the "Company"), and SAFEHOLD MANAGEMENT SERVICES INC., a Delaware corporation (with its permitted assigns,

the "Manager"). 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 the

Manager have previously entered into the Management Agreement, dated as of March 31, 2023, as amended by the First Amendment to Management

Agreement, dated as of March 28, 2025 (the "Existing Management Agreement"); and

WHEREAS, the Company and the

Manager have agreed to amend certain terms of 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.            Amendments.

a) The definition of "Management

Fee" in Section 1(y) of the Existing Management Agreement is hereby amended by replacing the row for the period

"Thereafter" with new rows for a Fourth Annual Renewal Term, a Fifth Annual Renewal Term and Thereafter, as set forth below:

Annual Term

Annual Fee

Fourth Annual Renewal Term

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 (the "2.0% Base Fee"), subject to a minimum quarterly fee for each quarter of $1.25 million, prorated for any period in such quarter in which this Agreement is not in effect.

Fifth Annual Renewal Term

The 2.0% Base Fee, subject to a minimum quarterly fee for each quarter of $625,000, prorated for any period in such quarter in which this Agreement is not in effect.

Thereafter

The 2.0% Base Fee.

b) The definition of "Termination

Fee" in Section 1(mm) of the Existing Management Agreement is hereby amended by changing the amount in clause (i)(x) of

such definition from $55.0 million to $62.5 million.

c) Section 14(b) of

the Existing Management Agreement is hereby amended by replacing the words "prior to the fourth anniversary of the Spin-Off"

with the words "prior to the sixth anniversary of the Spin-Off".

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 Management Agreement as of the day and year first above written.

STAR HOLDINGS

/s/ Brett

Asnas

Name: Brett Asnas

Title: Chief Financial Officer

SAFEHOLD MANAGEMENT SERVICES INC.

/s/ Michael

Trachtenberg

Name: Michael Trachtenberg

Title: President

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The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.

+ References

No definition available.

+ Details

Name:

dei_DocumentType

Namespace Prefix:

dei_

Data Type:

dei:submissionTypeItemType

Balance Type:

Period Type:

duration

- Definition

Address Line 1 such as Attn, Building Name, Street Name

+ References

No definition available.

+ Details

Name:

dei_EntityAddressAddressLine1

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Address Line 2 such as Street or Suite number

+ References

No definition available.

+ Details

Name:

dei_EntityAddressAddressLine2

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the City or Town

+ References

No definition available.

+ Details

Name:

dei_EntityAddressCityOrTown

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Code for the postal or zip code

+ References

No definition available.

+ Details

Name:

dei_EntityAddressPostalZipCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the state or province.

+ References

No definition available.

+ Details

Name:

dei_EntityAddressStateOrProvince

Namespace Prefix:

dei_

Data Type:

dei:stateOrProvinceItemType

Balance Type:

Period Type:

duration

- Definition

A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityCentralIndexKey

Namespace Prefix:

dei_

Data Type:

dei:centralIndexKeyItemType

Balance Type:

Period Type:

duration

- Definition

Indicate if registrant meets the emerging growth company criteria.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityEmergingGrowthCompany

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Indicate if an emerging growth company has elected not to use the extended transition period for complying with any new or revised financial accounting standards.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 7A

-Section B

-Subsection 2

+ Details

Name:

dei_EntityExTransitionPeriod

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

+ References

No definition available.

+ Details

Name:

dei_EntityFileNumber

Namespace Prefix:

dei_

Data Type:

dei:fileNumberItemType

Balance Type:

Period Type:

duration

- Definition

Two-character EDGAR code representing the state or country of incorporation.

+ References

No definition available.

+ Details

Name:

dei_EntityIncorporationStateCountryCode

Namespace Prefix:

dei_

Data Type:

dei:edgarStateCountryItemType

Balance Type:

Period Type:

duration

- Definition

The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityRegistrantName

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityTaxIdentificationNumber

Namespace Prefix:

dei_

Data Type:

dei:employerIdItemType

Balance Type:

Period Type:

duration

- Definition

Local phone number for entity.

+ References

No definition available.

+ Details

Name:

dei_LocalPhoneNumber

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

+ Details

Name:

dei_PreCommencementIssuerTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

+ Details

Name:

dei_PreCommencementTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

+ Details

Name:

dei_Security12bTitle

Namespace Prefix:

dei_

Data Type:

dei:securityTitleItemType

Balance Type:

Period Type:

duration

- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

+ Details

Name:

dei_SecurityExchangeName

Namespace Prefix:

dei_

Data Type:

dei:edgarExchangeCodeItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

Name:

dei_SolicitingMaterial

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

dei_

Data Type:

dei:tradingSymbolItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

Name:

dei_WrittenCommunications

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration