New York Uses in Defined Terms Clause

Defined Terms from Registration Rights Agreement

This REGISTRATION RIGHTS AGREEMENT (as the same may be amended, modified or supplemented from time to time, this Agreement), dated as of June 27, 2017, is made and entered into by and among SAFETY, INCOME AND GROWTH, INC., a Maryland corporation (the Company), and ISTAR INC., a Maryland corporation (together with any of its subsidiaries that owns Registrable Shares from time to time, the Holder).

Defined Terms. The following definitions shall be for all purposes, unless otherwise clearly indicated to the contrary, applied to the terms used in this Agreement. Automatic Shelf Registration Statement means an Automatic Shelf Registration Statement, as defined in Rule 405 under the Securities Act. Business Day means any day except a Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required by law to be closed. Commission means the U.S. Securities and Exchange Commission. Exchange Act means the U.S. Securities Exchange Act of 1934, as amended from time to time (or any corresponding provision of succeeding law), and the rules and regulations thereunder. IPO means the Companys initial underwritten public offering of its Common Stock. IPO Closing Date means the closing date of the IPO. Management Agreement means the Management Agreement, dated the date hereof, among the Company, the Manager and the Holder. Manager means SFTY Manager LLC, a Delaware limited liability company. Person means any individual, partnership, corporation, limited liability company, joint venture, association, trust, unincorporated organization or other governmental or legal entity. Prospectus means any prospectus or prospectuses included in, or relating to, any Registration Statement (including without limitation, any prospectus subject to completion and a prospectus that includes any information previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A promulgated under the Securities Act and any term sheet filed pursuant to Rule 434 under the Securities Act), as amended or supplemented by any prospectus supplement with respect to the terms of the offering of any portion of the Registrable Shares covered by such Registration Statement and by all other amendments and supplements to the prospectus, including post-effective amendments and all material incorporated by reference or deemed to be incorporated by reference in such prospectus or prospectuses. Registrable Shares with respect to the Holder, means at any time (i) the Holders Purchased Shares, (ii) shares of Common Stock issued to the Manager under the Management Agreement from time to time, and (iii) any other shares of Common Stock or other equity securities acquired by the Holder or any of its subsidiaries from the Company or an affiliate of the Company from time to time not in excess of any restriction or limit on such ownership as set forth in any of the Related Documents, including, in each case, any additional shares of Common Stock or other equity securities issued as a dividend or distribution on, in exchange for, or otherwise in respect of, shares of Common Stock or other equity securities that otherwise constitute Registrable Shares with respect to the Holder (including as a result of combinations, recapitalizations, mergers, consolidations, reorganizations or similar event or otherwise); provided, however, that Registrable Shares shall cease to be Registrable Shares with respect to the Holder upon the earliest to occur of (A) when such Registrable Shares shall have been disposed of pursuant to an effective Registration Statement under the Securities Act, (B) when all of the Holders Registrable Shares may be sold without restriction pursuant to Rule 144(b) under the Securities Act or any replacement rule or (C) when the Holders Registrable Shares shall have ceased to be outstanding. Registration Expenses means any and all fees and expenses incident to the performance of or compliance with this Agreement, which shall be borne and paid by the Company as provided below, whether or not any Registration Statement is filed or becomes effective, including, without limitation: (i) all registration, qualification and filing fees (including fees and expenses with respect to (A) filings required to be made with the Commission and the U.S. Financial Industry Regulatory Authority and (B) compliance with securities or blue sky laws), (ii) typesetting and printing expenses, (iii) internal expenses of the Company (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), (iv) the fees and expenses incurred in connection with the listing of the Registrable Shares, (v) the fees and disbursements of legal counsel for the Company and customary fees and expenses for independent certified public accountants retained by the Company, and any transfer agent and registrar fees and (vi) the reasonable fees and expenses of any special experts retained by the Company; provided, however, that Registration Expenses shall not include, and the Company shall not have any obligation to pay, any underwriting fees, discounts, commissions, or taxes (including transfer taxes) attributable to the sale of securities by the Holder, or any legal fees and expenses of counsel to the Holder and any underwriter engaged by the Holder or any other expenses inc

Defined Terms from Registration Rights Agreement

This REGISTRATION RIGHTS AGREEMENT (as the same may be amended, modified or supplemented from time to time, this Agreement), dated as of [*], 2017, is made and entered into by and among SAFETY, INCOME AND GROWTH, INC., a Maryland corporation (the Company), and ISTAR INC., a Maryland corporation (together with any of its subsidiaries that owns Registrable Shares from time to time, the Holder).

Defined Terms. The following definitions shall be for all purposes, unless otherwise clearly indicated to the contrary, applied to the terms used in this Agreement. Automatic Shelf Registration Statement means an Automatic Shelf Registration Statement, as defined in Rule 405 under the Securities Act. Business Day means any day except a Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required by law to be closed. Commission means the U.S. Securities and Exchange Commission. Exchange Act means the U.S. Securities Exchange Act of 1934, as amended from time to time (or any corresponding provision of succeeding law), and the rules and regulations thereunder. IPO means the Companys initial underwritten public offering of its Common Stock. IPO Closing Date means the closing date of the IPO. Management Agreement means the Management Agreement, dated the date hereof, among the Company, the Manager and the Holder. Manager means SFTY Manager LLC, a Delaware limited liability company. Person means any individual, partnership, corporation, limited liability company, joint venture, association, trust, unincorporated organization or other governmental or legal entity. Prospectus means any prospectus or prospectuses included in, or relating to, any Registration Statement (including without limitation, any prospectus subject to completion and a prospectus that includes any information previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A promulgated under the Securities Act and any term sheet filed pursuant to Rule 434 under the Securities Act), as amended or supplemented by any prospectus supplement with respect to the terms of the offering of any portion of the Registrable Shares covered by such Registration Statement and by all other amendments and supplements to the prospectus, including post-effective amendments and all material incorporated by reference or deemed to be incorporated by reference in such prospectus or prospectuses. Registrable Shares with respect to the Holder, means at any time (i) the Holders Purchased Shares, (ii) shares of Common Stock issued to the Manager under the Management Agreement from time to time, and (iii) any other shares of Common Stock or other equity securities acquired by the Holder or any of its subsidiaries from the Company or an affiliate of the Company from time to time not in excess of any restriction or limit on such ownership as set forth in any of the Related Documents, including, in each case, any additional shares of Common Stock or other equity securities issued as a dividend or distribution on, in exchange for, or otherwise in respect of, shares of Common Stock or other equity securities that otherwise constitute Registrable Shares with respect to the Holder (including as a result of combinations, recapitalizations, mergers, consolidations, reorganizations or similar event or otherwise); provided, however, that Registrable Shares shall cease to be Registrable Shares with respect to the Holder upon the earliest to occur of (A) when such Registrable Shares shall have been disposed of pursuant to an effective Registration Statement under the Securities Act, (B) when all of the Holders Registrable Shares may be sold without restriction pursuant to Rule 144(b) under the Securities Act or any replacement rule or (C) when the Holders Registrable Shares shall have ceased to be outstanding. Registration Expenses means any and all fees and expenses incident to the performance of or compliance with this Agreement, which shall be borne and paid by the Company as provided below, whether or not any Registration Statement is filed or becomes effective, including, without limitation: (i) all registration, qualification and filing fees (including fees and expenses with respect to (A) filings required to be made with the Commission and the U.S. Financial Industry Regulatory Authority and (B) compliance with securities or blue sky laws), (ii) typesetting and printing expenses, (iii) internal expenses of the Company (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), (iv) the fees and expenses incurred in connection with the listing of the Registrable Shares, (v) the fees and disbursements of legal counsel for the Company and customary fees and expenses for independent certified public accountants retained by the Company, and any transfer agent and registrar fees and (vi) the reasonable fees and expenses of any special experts retained by the Company; provided, however, that Registration Expenses shall not include, and the Company shall not have any obligation to pay, any underwriting fees, discounts, commissions, or taxes (including transfer taxes) attributable to the sale of securities by the Holder, or any legal fees and expenses of counsel to the Holder and any underwriter engaged by the Holder or any other expenses inc

Defined Terms from Abl Credit Agreement

WHEREAS, the Borrowers are a party to the Predecessor ABL Credit Agreement under which the Borrowers obtained term loans under an asset-based term loan facility and revolving loans under an asset-based revolving credit facility and the Parent Borrower is a party to the Predecessor Cash Flow Credit Agreement under which the Borrower obtained term loans under a cash-flow based term loan facility and revolving loans under a cash-flow based revolving credit facility;

Defined Terms. As used in this Agreement, the following terms shall have the following meanings: 2007 Transactions: as the term Transactions is defined in the Predecessor ABL Credit Agreement. ABL Collateral Agents: the collective reference to the U.S. ABL Collateral Agent and the Canadian Collateral Agent. ABL Facility: the collective reference to the Commitments and the Loans made hereunder, this Agreement, any Loan Documents, any notes and letters of credit issued pursuant hereto and any guarantee and collateral agreement, patent and trademark security agreement, mortgages, letter of credit applications and other guarantees, pledge agreements, security agreements and collateral documents, and other instruments and documents, executed and delivered pursuant to or in connection with any of the foregoing, in each case as the same may be amended, supplemented, waived or otherwise modified from time to time, or refunded, refinanced, restructured, replaced, renewed, repaid, increased or extended from time to time (whether in whole or in part, whether with the original agent and lenders or other agents and lenders or otherwise, and whether provided under this Agreement or one or more other credit agreements, indentures or financing agreements or otherwise, unless such agreement, instrument or document expressly provides that it is not intended to be and is not an ABL Facility hereunder). Without limiting the generality of the foregoing, the term ABL Facility shall include any agreement (i) changing the maturity of any Indebtedness Incurred thereunder or contemplated thereby, (ii) adding Subsidiaries of the Parent Borrower as additional borrowers or guarantors thereunder, (iii) increasing the amount of Indebtedness Incurred thereunder or available to be borrowed thereunder or (iv) otherwise altering the terms and conditions thereof. ABL Priority Collateral: as defined in the Base Intercreditor Agreement. ABR: for any day, a rate per annum (rounded upwards, if necessary, to the next 1/100 of 1.0%) equal to the greatest of (a) the Prime Rate in effect on such day, (b) the Federal Funds Effective Rate in effect on such day plus 1/2 of 1.0% and (c) the Eurocurrency Rate for any Interest Period of one month commencing on such date plus 1%. Prime Rate shall mean (x) in respect of Loans made to any U.S. Borrower, the rate of interest per annum publicly announced, from time to time by JPMorgan (or another bank of recognized standing reasonably selected by the Administrative Agent and reasonably satisfactory to the U.S. Borrower Representative) as its prime rate in effect, by Wells Fargo at its principal office in New York City (location) values">New York City (theSan Francisco as its prime rate (such Prime Rate not being intended to be the lowest rate of interest charged by JPMorgan or such other bankWells Fargo in connection with extensions of credit to debtors), and (y) in respect of Loans made to a Canadian Borrower, the rate of interest per annum publicly announced from time to time by Royal Bank of Canada (or another bank of recognized standing reasonably selected by the Canadian Agent and reasonably satisfactory to the Canadian Borrower Representative)the Canadian Reference Bank as its base rate of interest (however designated) chargeable by it on United States Dollar commercial loans in Canada (such base rate of interest not being intended to be the lowest rate of interest charged by Royalthe Canadian Reference Bank of Canada in connection with extensions of credit to debtors). Federal Funds Effective Rate shall mean, for any day, the weighted average of the rates on overnight federal funds transactions with members of the Federal Reserve System arranged by federal funds brokers, as published on the next succeeding Business Day by the Federal Reserve of New York, or, if such rate is not so published for any day which is a Business Day, the average of the quotations for the day of such transactions received by the Administrative Agent from three federal funds brokers of recognized standing selected by it. Any change in the ABR due to a change in the Prime Rate or the Federal Funds Effective Rate shall be effective as of the opening of business on the effective day of such change in the Prime Rate or the Federal Funds Effective Rate, respectively. In any event, if at any time the ABR as determined pursuant to the foregoing would be less than 0.00%, the ABR at such time shall be deemed to be 0.00%. ABR Loans: Loans the rate of interest applicable to which is based upon the ABR or, with respect to Canadian Facility Revolving Credit Loans denominated in Canadian Dollars, the Canadian Prime Rate. Acceleration: as defined in subsection 9(e). Accounts: as defined in the UCC or (to the extent governed thereby) the PPSA as in effect from time to time or (to the extent governed by the Civil Code of Quebec) defined as all claims for the purposes of the Civil Code of Quebec; and, with respect to any Person, all such Accounts of such Person, whether now existing or existing

Defined Terms from Agreement and Plan of Merger

THIS AGREEMENT AND PLAN OF MERGER (this Agreement), dated as of May 9, 2017, is made by and among Surgery Partners, Inc., a Delaware corporation (Purchaser), SP Merger Sub, Inc., a Delaware corporation and a wholly owned Subsidiary (as defined herein) of Purchaser (Merger Sub), NSH Holdco, Inc., a Delaware corporation (the Company), and IPC / NSH, L.P., a Delaware limited partnership, solely in its capacity as the Sellers Representative (as defined herein).

Defined Terms. The following terms shall have the following meanings in this Agreement: Accounting Policies means GAAP, applied on a consistent basis with the Latest Balance Sheet and using consistent estimation methodologies and judgments and with consistent classifications as used in the Latest Balance Sheet and related statement of income; provided, however, that to the extent there is a conflict between the accounting principles, methods and practices used in preparing the Latest Balance Sheet and related statement of income and GAAP, GAAP shall prevail. For the avoidance of doubt, calculations made in accordance with the Accounting Policies shall be based exclusively on the facts and circumstances as they exist as of the Adjustment Time and excluding (i) the effects of any event, act, change in circumstances or similar development arising or occurring thereafter (including on the Closing Date) and any action of the Company Group or any of its Affiliates after Closing, (ii) any purchase accounting or other adjustment arising out of the consummation of the transactions contemplated by this Agreement or (iii) any adjustment made after the Closing to conform with the accounting principles, methods, practices, estimation methodologies and judgments used by Purchaser and its Subsidiaries. Adjusted Closing Date Merger Consideration means the Closing Date Merger Consideration, minus the Adjustment Escrow Amount, minus the Indemnity Escrow Amount, minus the Sequoia Matter Escrow Amount, minus the Sellers Representative Expense Amount. Adjustment Amount means the net amount (which may be positive or negative) of all increases or decreases to the Closing Date Merger Consideration pursuant to Section 2.12(c). Adjustment Amount Per Share means, if the Adjustment Amount is positive, an amount, not less than zero, equal to (a) the Adjustment Amount divided by (b) the Fully-Diluted Shares. For the avoidance of doubt, if the Adjustment Amount is negative, then the Adjustment Amount Per Share will equal zero. Adjustment Escrow Account means the escrow account established pursuant to the Escrow Agreement for purposes of holding the Adjustment Escrow Fund. Adjustment Escrow Amount means an amount equal to $2,000,000. Adjustment Escrow Fund means the Adjustment Escrow Amount deposited with the Escrow Agent, as such amount may be increased or decreased as provided in this Agreement and the Escrow Agreement, including any remaining interest or other amounts earned thereon. Adjustment Time means the close of business on the Business Day immediately prior to the Closing Date. Affiliate means, with respect to any Person, any other Person that, directly or indirectly, through one or more intermediaries, controls, or is controlled by, or is under common control with, another Person. For purposes of this definition, the terms control, controlling, controlled by and under common control with, as used with respect to any Person, mean the possession, directly or indirectly, of the power to direct the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise. For the avoidance of doubt, for purposes of this Agreement, neither NSH Wyoming nor Casper shall be deemed to be an Affiliate of any member of the Company Group. Aggregate Option Exercise Amount means an amount equal to the aggregate exercise price of all In-the-Money Options outstanding immediately prior to the Effective Time. Amended Charter means the Second Amended and Restated Certificate of Incorporation of the Company, as filed with the Secretary of State of the State of Delaware on July 1, 2014, as may be further amended, supplemented or restated from time to time. Applicable Law means, with respect to any Person, any federal, state, local or foreign common or statutory law, code, ordinance, rule, regulation, order or other requirement or rule of law, including any Healthcare Law, that is binding upon such Person. Aspen means Aspen Surgery Center, LLC. Aspen Divestiture Amount shall mean (a) the product of (i) the percentage ownership of Aspen represented by the Equity Securities of Aspen required to be divested by the Company and its Subsidiaries, and (ii) $11,193,525, minus (b) any cash proceeds actually received by Purchaser and its Subsidiaries in respect of such divestiture (net of Taxes actually imposed with respect to such disposition in the taxable year of such disposition, computed on a with and without basis). Base Merger Consideration means (i) $760,000,000 and (ii) the Wyoming Stock received by the Securityholders pursuant to the Interim Restructuring. Business Day means any day other than (a) a Saturday, Sunday or federal holiday or (b) a day on which commercial banks in New York, New York are authorized or required to be closed. Cash and Cash Equivalents means, as of any date at any time, without duplication, the sum of (a) the aggregate amount of all cash and cash equivalents (including marketable securities, short-te

Defined Terms from Agreement

This POST-IPO STOCKHOLDERS AGREEMENT (as the same may be amended, modified or supplemented from time to time, this Agreement), dated as of April 14, 2017, is made and entered into by and between Safety, Income and Growth, Inc., a Maryland corporation (the Company), and SFTY Venture LLC, a Delaware limited liability company (GICRE); provided, however, that this Agreement shall not become effective until the Effective Date referenced in Section 6.16.

Defined Terms. The following definitions shall be for all purposes, unless otherwise clearly indicated to the contrary, applied to the terms used in this Agreement. Affiliate means, with respect to any specified Person, any other Person who, directly or indirectly, controls, is controlled by, or is under common control with such Person. Board means the Board of Directors of the Company. Business Day means any day which is not a Saturday a Sunday or a day on which commercial banks in New York, New York or Singapore not open for business. Closing shall have the meaning given to such term in the Subscription Agreement. Company Securities means (i) Equity Securities, (ii) Convertible Company Securities, (iii) Voting Securities, (iv) any preferred equity or debt securities and instruments of the Company, the Operating Partnership or any of their subsidiaries, and (v) any options, warrants or rights to acquire any of the foregoing. Convertible Company Securities means any Company Securities (other than Equity Securities) that provide the holder a right to acquire Equity Securities of the Company or the Operating Partnership, including options, warrants and debt or preferred securities that are convertible into or exchangeable for any Equity Securities. Effective Date means the first date on which the Company has equity securities registered under Section 12 of the Exchange Act. Equity Securities means any common equity securities of the Company or the Operating Partnership, irrespective of voting interests, that entitle the holder thereof to receive common dividends and distributions as and when declared and paid by the Board and/or the Operating Partnership (including where subject to applicable vesting), including Company Common Stock, OP units and LTIP units. Exchange Act means the U.S. Securities Exchange Act of 1934, as amended from time to time (or any corresponding provision of succeeding law), and the rules and regulations thereunder. fully diluted or fully diluted economic interests means (irrespective of the meaning of such term(s) under United States generally accepted accounting principles) as determined inclusive of all outstanding Equity Securities. Group Owner means GIC (Realty) Private Limited. IPO means the Companys initial underwritten public offering of Company Common Stock. LTIP units means long term incentive units of partnership interest in the Operating Partnership. Minimum Ownership Amount means a number of shares of Company Common Stock equal to the lesser of (i) a number of shares equal to 5.0% of the Company Common Stock outstanding from time to time, excluding from the denominator (a) any Net New Common Stock issued in the current or prior calendar quarter for which corresponding Quarterly Top Up Shares remain subject to potential acquisition by GICRE pursuant to the Quarterly Top Up Right described in Section 2.2, and (b) any New Common Stock as to which the Top Up Right does not apply (including pursuant to Section 2.3(b)), and (ii) a number of shares of Company Common Stock equal to $50 million, divided by the lesser of (a) the average closing price of the Company Common Stock on the NYSE for the 10 consecutive trading days ended immediately prior to the date of determination, or (b) the price per share paid by the holder of such shares. New Common Stock means any Company Common Stock that the Company issues or sells at any time or from time to time following the Effective Date. NYSE means the New York Stock Exchange (organization) values">New York Stock Exchange. OP units means common units of limited partnership interests in the Operating Partnership. Operating Partnership means Safety Income and Growth Operating Partnership, LP, a Delaware limited partnership. Ownership means, with respect to any security, the ownership of such security by any Beneficial Owner, as such term is defined in Rule 13d-3 and Rule 13d-5 under the Exchange Act, except that, in calculating the beneficial ownership of any particular person (as that term is used in Section 13(d)(3) of the Exchange Act), such person will be deemed to have beneficial ownership of all securities that such person has the right to acquire by conversion or exercise of other securities, whether such right is currently exercisable or is exercisable only after the passage of time. The terms Own, Owned and Owner shall have correlative meaning. Person means a natural person or any legal, commercial or governmental entity, such as, but not limited to, a corporation, general partnership, joint venture, limited partnership, limited liability company, limited liability partnership, trust, business association, group acting in concert, or other legal personal representative, regulatory body or agency, government or governmental agency, authority or entity however designated or constituted. Registration Rights Agreement means that certain Registration Rights Agreement, of even date herewith, by and between the Company and GICRE. SEC means the United States Securities and Exchange Commission. Securitie

Defined Terms from Agreement

This POST-IPO STOCKHOLDERS AGREEMENT (as the same may be amended, modified or supplemented from time to time, this Agreement), dated as of April 14, 2017, is made and entered into by and between Safety, Income and Growth, Inc., a Maryland corporation (the Company), and SFTY VII-B, LLC, a Delaware limited liability company (LA); provided, however, that this Agreement shall not become effective until the Effective Date referenced in Section 6.16.

Defined Terms. The following definitions shall be for all purposes, unless otherwise clearly indicated to the contrary, applied to the terms used in this Agreement. Affiliate means, with respect to any specified Person, any other Person who, directly or indirectly, controls, is controlled by, or is under common control with such Person. Board means the Board of Directors of the Company. Business Day means any day which is not a Saturday a Sunday or a day on which commercial banks in New York, New York or Singapore not open for business. Closing shall have the meaning given to such term in the Subscription Agreement. Company Securities means (i) Equity Securities, (ii) Convertible Company Securities, (iii) Voting Securities, (iv) any preferred equity or debt securities and instruments of the Company, the Operating Partnership or any of their subsidiaries, and (v) any options, warrants or rights to acquire any of the foregoing. Convertible Company Securities means any Company Securities (other than Equity Securities) that provide the holder a right to acquire Equity Securities of the Company or the Operating Partnership, including options, warrants and debt or preferred securities that are convertible into or exchangeable for any Equity Securities. Effective Date means the first date on which the Company has equity securities registered under Section 12 of the Exchange Act. Equity Securities means any common equity securities of the Company or the Operating Partnership, irrespective of voting interests, that entitle the holder thereof to receive common dividends and distributions as and when declared and paid by the Board and/or the Operating Partnership (including where subject to applicable vesting), including Company Common Stock, OP units and LTIP units. Exchange Act means the U.S. Securities Exchange Act of 1934, as amended from time to time (or any corresponding provision of succeeding law), and the rules and regulations thereunder. fully diluted or fully diluted economic interests means (irrespective of the meaning of such term(s) under United States generally accepted accounting principles) as determined inclusive of all outstanding Equity Securities. Group Owner means Lubert-Adler Real Estate VII-B, L.P. Initial Ownership Percentage means the percentage of the Company Common Stock outstanding Owned by the Stockholder Group on the Effective Date. IPO means the Companys initial underwritten public offering of Company Common Stock. LTIP units means long term incentive units of partnership interest in the Operating Partnership. Minimum Ownership Amount means a number of shares of Company Common Stock equal to the lesser of (i) a number of shares equal to 4.0% of the Company Common Stock outstanding from time to time, excluding from the denominator (a) any Net New Common Stock issued in the current or prior calendar quarter for which corresponding Quarterly Top Up Shares remain subject to potential acquisition by LA pursuant to the Quarterly Top Up Right described in Section 2.2, and (b) any New Common Stock as to which the Top Up Right does not apply (including pursuant to Section 2.3(b)), and (ii) a number of shares of Company Common Stock equal to $15 million, divided by the lesser of (a) the average closing price of the Company Common Stock on the NYSE for the 10 consecutive trading days ended immediately prior to the date of determination, or (b) the price per share paid by the holder of such shares. New Common Stock means any Company Common Stock that the Company issues or sells at any time or from time to time following the Effective Date. NYSE means the New York Stock Exchange (organization) values">New York Stock Exchange. OP units means common units of limited partnership interests in the Operating Partnership. Operating Partnership means Safety Income and Growth Operating Partnership, LP, a Delaware limited partnership. Ownership means, with respect to any security, the ownership of such security by any Beneficial Owner, as such term is defined in Rule 13d-3 and Rule 13d-5 under the Exchange Act, except that, in calculating the beneficial ownership of any particular person (as that term is used in Section 13(d)(3) of the Exchange Act), such person will be deemed to have beneficial ownership of all securities that such person has the right to acquire by conversion or exercise of other securities, whether such right is currently exercisable or is exercisable only after the passage of time. The terms Own, Owned and Owner shall have correlative meaning. Person means a natural person or any legal, commercial or governmental entity, such as, but not limited to, a corporation, general partnership, joint venture, limited partnership, limited liability company, limited liability partnership, trust, business association, group acting in concert, or other legal personal representative, regulatory body or agency, government or governmental agency, authority or entity however designated or constituted. Registration Rights Agreement means that certain Registration Righ

Defined Terms from Registration Rights Agreement

This REGISTRATION RIGHTS AGREEMENT (as the same may be amended, modified or supplemented from time to time, this Agreement), dated as of April 14, 2017, is made and entered into by and among SAFETY, INCOME AND GROWTH, INC., a Maryland corporation (the Company), SFTY VENTURE LLC, a Delaware limited liability company (GICRE and a Holder), and SFTY VII-B, LLC, a Delaware limited liability company (LA and a Holder, and together with GICRE, the Holders).

Defined Terms. The following definitions shall be for all purposes, unless otherwise clearly indicated to the contrary, applied to the terms used in this Agreement. Automatic Shelf Registration Statement means an Automatic Shelf Registration Statement, as defined in Rule 405 under the Securities Act. Business Day means any day except a Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required by law to be closed. Commission means the U.S. Securities and Exchange Commission. Exchange Act means the U.S. Securities Exchange Act of 1934, as amended from time to time (or any corresponding provision of succeeding law), and the rules and regulations thereunder. IPO means the Companys initial underwritten public offering of its Common Stock. IPO Closing Date means the closing date of the IPO. Person means any individual, partnership, corporation, limited liability company, joint venture, association, trust, unincorporated organization or other governmental or legal entity. Post-IPO Stockholders Agreement means, with respect to each Holder, that certain Post-IPO Stockholders Agreement, of even date herewith, by and between the Company and such Holder, which shall become effective by its terms on the IPO Closing Date. Prospectus means any prospectus or prospectuses included in, or relating to, any Registration Statement (including without limitation, any prospectus subject to completion and a prospectus that includes any information previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A promulgated under the Securities Act and any term sheet filed pursuant to Rule 434 under the Securities Act), as amended or supplemented by any prospectus supplement with respect to the terms of the offering of any portion of the Registrable Shares covered by such Registration Statement and by all other amendments and supplements to the prospectus, including post-effective amendments and all material incorporated by reference or deemed to be incorporated by reference in such prospectus or prospectuses. Registrable Shares with respect to each Holder, means at any time (i) such Holders Purchased Shares, (ii) any Top Up Shares acquired by such Holder from time to time pursuant to the Post-IPO Stockholders Agreement between the Company and such Holder, and (iii) any other shares of Common Stock or other equity securities acquired by such Holder from the Company or an affiliate of the Company from time to time not in excess of any restriction or limit on such ownership as set forth in any of the Related Documents, including, in each case, any additional shares of Common Stock or other equity securities issued as a dividend or distribution on, in exchange for, or otherwise in respect of, shares of Common Stock or other equity securities that otherwise constitute Registrable Shares with respect to such Holder (including as a result of combinations, recapitalizations, mergers, consolidations, reorganizations or similar event or otherwise); provided, however, that Registrable Shares shall cease to be Registrable Shares with respect to a Holder upon the earliest to occur of (A) when such Registrable Shares shall have been disposed of pursuant to an effective Registration Statement under the Securities Act, (B) when all of such Holders Registrable Shares may be sold without restriction pursuant to Rule 144(b) under the Securities Act or any replacement rule or (C) when such Holders Registrable Shares shall have ceased to be outstanding. Registration Expenses means any and all fees and expenses incident to the performance of or compliance with this Agreement, which shall be borne and paid by the Company as provided below, whether or not any Registration Statement is filed or becomes effective, including, without limitation: (i) all registration, qualification and filing fees (including fees and expenses with respect to (A) filings required to be made with the Commission and the U.S. Financial Industry Regulatory Authority and (B) compliance with securities or blue sky laws), (ii) typesetting and printing expenses, (iii) internal expenses of the Company (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), (iv) the fees and expenses incurred in connection with the listing of the Registrable Shares, (v) the fees and disbursements of legal counsel for the Company and customary fees and expenses for independent certified public accountants retained by the Company, and any transfer agent and registrar fees and (vi) the reasonable fees and expenses of any special experts retained by the Company; provided, however, that Registration Expenses shall not include, and the Company shall not have any obligation to pay, any underwriting fees, discounts, commissions, or taxes (including transfer taxes) attributable to the sale of securities by a Holder, or any legal fees and expenses of counsel t

DEFINED TERMS from Restated Limited Liability Company Agreement

WHEREAS, Ashford Hospitality Holdings LLC (the Company) was formed as a limited liability company under the laws of the State of Delaware by the filing of a Certificate of Formation with the Secretary of State of Delaware on April 6, 2017;

DEFINED TERMS. Whenever used in this Agreement, the following terms have the meanings respectively assigned to them in this Article I, unless otherwise expressly provided in this Agreement or unless the context otherwise requires: Act means the Delaware Limited Liability Company Act, 6 Del C. SS 18-101, et. seq., as amended, supplemented or restated from time to time, and any successor to such statute. Additional Funds has the meaning set forth in Section 4.4. Additional Member means a Person admitted to this Company as a Member pursuant to and in accordance with Section 4.8. Additional Securities means any additional Ashford Inc. Shares (other than Ashford Inc. Shares issued in connection with a redemption pursuant to Section 7.3) or rights, options, warrants or convertible or exchangeable securities containing the right to subscribe for or purchase Ashford Inc. Shares, as set forth in Section 4.3(a)(ii). Adjustment Event has the meaning set forth in Section 4.3(d). Affiliate of another Person means (a) any Person directly or indirectly owning, controlling or holding with power to vote ten percent (10%) or more of the outstanding voting securities of such other Person; (b) any Person ten percent (10%) or more of whose outstanding voting securities are directly or indirectly owned, controlled or held with power to vote by such other Person; (c) any Person directly or indirectly controlling, controlled by, or under common control with, such other Person; (d) any officer, director, member or partner of such other Person; and (e) if such other Person is an officer, director, member or partner in a company, the company for which such Person acts in any such capacity. Agreed Value means the fair market value of Contributed Property as agreed to by the contributing Member and the Company, using such reasonable method of valuation as they may adopt except that the Agreed Value of all property constituting Contributed Property as of the Effective Date shall be determined by Manager. Agreement means this Amended and Restated Limited Liability Company Agreement of Ashford Hospitality Holdings LLC, as amended from time to time. Ashford Inc. means Ashford Inc., a Maryland corporation. Ashford Inc. Common Stock means the common stock of Ashford Inc. Ashford Inc. Common Stock Amount means a whole number of shares of Ashford Inc. Common Stock equal to the product of the number of Common Units offered for redemption by a Redeeming Member, multiplied by the Conversion Factor in effect on the Specified Redemption Date (rounded down to the nearest whole number if such product is not a whole number); provided, however, that if Ashford Inc. at any time issues to all holders of Ashford Inc. Common Stock rights, options, warrants or convertible or exchangeable securities entitling the stockholders to subscribe for or purchase Ashford Inc. Common Stock, or any other securities or property (collectively, the Rights), which Rights have not expired pursuant to their terms, then the Ashford Inc. Common Stock Amount thereafter shall also include such Rights that a holder of that number of shares of Ashford Inc. Common Stock would be entitled to receive. Ashford Inc. Expenses means (i) costs and expenses relating to the formation and continuity of existence of Ashford Inc. and any of its Subsidiaries (which Subsidiaries shall, for purposes of this definition, be included within the definition of Ashford Inc.), including taxes, fees and assessments associated therewith, any and all costs, expenses or fees payable to any director, officer, or employee of Ashford Inc., (ii) costs and expenses relating to the public offering and registration of securities or private offering of securities by Ashford Inc. and all statements, reports, fees and expenses incidental thereto, including underwriting discounts and selling commissions applicable to any such offering of securities, (iii) costs and expenses associated with the preparation and filing of any periodic reports by Ashford Inc. under federal, state or local laws or regulations, including filings with the Commission, (iv) costs and expenses associated with compliance by Ashford Inc. with laws, rules and regulations promulgated by any regulatory body, including the Commission, and (v) all other operating or administrative costs of Ashford Inc., including, without limitation, insurance premiums, and legal, accounting and directors fees, incurred in the ordinary course of its business on behalf of or in connection with the Company. Ashford Inc. Preferred Stock means the preferred stock of Ashford Inc. Ashford Inc. Share means a share of Ashford Inc. Common Stock or a share of Ashford Inc. Preferred Stock. Bankruptcy Code means the United States Bankruptcy Code, as amended, 11 U.S.C. ss.ss. 101 ET SEQ., and as hereafter amended from time to time. Business Day means any day, other than a Saturday or Sunday, that is neither a legal holiday nor a day on which banking institutions in New York, New York are authori

Defined Terms from Security Agreement

SECURITY AGREEMENT, dated April 4, 2017 (this "Agreement"), among each of the signatories hereto designated as a Grantor on the signature pages hereto (together with any other entity that may become a party hereto as a Grantor, as provided herein, each a "Grantor" and collectively, the "Grantors"), and ROYAL BANK OF CANADA, as Administrative Agent (in such capacity, together with any successor administrative agent, the "Administrative Agent") for the Secured Parties (as defined in the Credit Agreement referred to below).

Defined Terms. "UCC" shall mean the Uniform Commercial Code as in effect from time to time in the State of New York; provided that, if by reason of any mandatory provisions of law, the perfection, the effect of perfection or non-perfection or priority of the security interests granted to the Administrative Agent pursuant to this Agreement are governed by the Uniform Commercial Code as in effect in a jurisdiction of the United States other than New York, then "UCC" means the Uniform Commercial Code as in effect from time to time in such other jurisdiction for purposes of such perfection, effect of perfection or non-perfection or priority. Terms defined in the Credit Agreement and not otherwise defined in this Agreement are used in this Agreement as defined in the Credit Agreement; provided that terms defined in Article 8 or 9 of the UCC are used in this Agreement as such terms are defined in such Article 8 or 9 (including Accounts, Certificated Security, Chattel Paper, Commercial Tort Claims, Commodity Account, Commodity Contract, Deposit Accounts, Documents, Equipment, Financial Assets, Fixtures, General Intangibles, Goods, Instruments, Inventory, Investment Property, Letter of Credit Rights, Securities Accounts, Securities Intermediary, Security, Security Entitlements and Supporting Obligations).

DEFINED TERMS from Stockholders Agreement

THIS STOCKHOLDERS AGREEMENT is made and entered into on this 29th day of March, 2016 (as amended, supplemented or modified from time to time, this Agreement) by and among KKR Fund Holdings L.P., an exempted limited partnership formed under the laws of the Cayman Islands (Fund Holdings), the Stockholders (as defined below) (together with Fund Holdings, each an Investor), with respect to all provisions herein other than Article III, KKR Real Estate Finance Trust Inc., a Maryland corporation (KREF), and solely for purposes of Section 4.04 and Section 4.05(l), KKR Real Estate Finance Manager LLC, a Delaware limited liability company (KKR Manager).

DEFINED TERMS. The following defined terms used in this Agreement shall have the meanings specified below: Advisory Board has the meaning set forth in Section 4.05(a). Affiliate means, when used with respect to a Person, any Person that, directly or indirectly through one or more intermediaries, Controls, or is Controlled by, or is under common Control with, the Person specified; provided, however, that notwithstanding the foregoing Affiliate shall not include a portfolio company of any Person or such Persons Affiliates, except in the case of Section 4.04(a). Agreement has the meaning set forth in the preamble. B-Piece Ratio has the meaning set forth in Section 4.05. B-Piece Securities means the subordinate tranche or tranches of a commercial mortgaged-backed securitization. Book Value has the meaning set forth in Section 4.05. Business Day means any day except a Saturday, a Sunday or a day on which banking institutions in New York, New York are not required to open. Code has the meaning set forth in Section 2.02(e). Confidential Information means all confidential, proprietary or non-public information of, or concerning the performance, terms, business, operations, activities, personnel, training, finances, actual or potential investments, plans, compensation, clients or investors of KREF, KKR Manager or their respective Subsidiaries; provided that Confidential Information shall not, with respect to a given Stockholder, include information which (v) is in the public domain at the time it is received by such Stockholder, (w) becomes public other than by reason of a disclosure by such Stockholder in breach of this Agreement, (x) was already in the possession of such Stockholder (as demonstrated by such Stockholders written records) lawfully and on a non-confidential basis prior to the time it was received by such Stockholder from KREF, KKR Manager or their respective Affiliates, (y) was obtained by such Stockholder from a third party which, to the best of such Stockholders knowledge, was not disclosed in breach of an obligation of such third party not to disclose such information, or (z) was developed independently by such Stockholder without using or referring to any of the Confidential Information. Confidential Information expressly includes, without limitation, the terms of this Agreement and the Subscription Agreement, the fact that Fund Holdings or any of its Affiliates has invested in any investment of KREF and may be evaluating an investment, and the operations, business plan and results of KREF, KKR Manager and their respective Subsidiaries. Control, including the terms Controlling, Controlled by and under common Control with, means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract, or otherwise. Debt/Equity Ratio means KREFs total Recourse Indebtedness divided by its stockholders total equity. Debt Yield means with respect to any Investment, a fraction, expressed as a percentage, the numerator of which is the net operating income with respect to the underlying property or properties and the denominator of which is the principal amount of the senior mortgage loans on such property or properties, as determined in good faith by the KKR Manager at the time of such Investment. Deficiency Amount has the meaning set forth in Section 4.06 hereto. Drag Percentage has the meaning set forth in Section 3.03(a) hereto. Dragged Stockholder has the meaning set forth in Section 3.03(a) hereto. DSCR means with respect to any Investment, a fraction, expressed as a percentage, the numerator of which is the net operating income with respect to the underlying property or properties and the denominator of which is the annual payments due with respect to all indebtedness on such property or properties, as determined in good faith by the KKR Manager at the time of such Investment. Fund Holdings has the meaning set forth in the preamble. Independent Director means a director who is or would qualify as an Independent Director (as determined by the board of directors of KREF) pursuant to the listing standards of the New York Stock Exchange (organization) values">New York Stock Exchange or NASDAQ. Investment has the meaning set forth in Section 4.05(j)(i)(A). Investment Advisors Act has the meaning set forth in Section 4.05(b). KKR Manager has the meaning set forth in the preamble. KKR Transferor has the meaning set forth in Section 3.03 hereto. KREF means KKR Real Estate Finance Trust Inc., a Maryland corporation, and its successors and assigns. Liquidity Event has the meaning set forth in Section 4.01 hereto. Loan Portfolio means all of KREFs Investments in debt instruments, including Mortgage Loans, Subordinated Loans and B-Piece Securities. LTV means with respect to any Investment, a fraction, expressed as a percentage, the numerator of which is the amount of such Investment and the denominator of which is the fair market value of the property or