0000950123-09-063043 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • November 16th, 2009 • Starwood Property Trust, Inc. • Real estate investment trusts • New York

This REGISTRATION RIGHTS AGREEMENT, dated as of August 17, 2009, is entered into by and between Starwood Property Trust, Inc., a Maryland corporation (the “Company”), SPT Investment, LLC, a Delaware limited liability company (“Sponsor Investor”) and SPT Management LLC, a Delaware limited liability company (the “Manager”).

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STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • November 16th, 2009 • Starwood Property Trust, Inc. • Real estate investment trusts • New York

This STOCK PURCHASE AGREEMENT (this “Agreement”) is dated as of August 11, 2009, by and among Starwood Property Trust, Inc., a Maryland corporation (the “Issuer”) and SPT Investment, LLC, a Delaware limited liability company (the “Purchaser”).

MANAGEMENT AGREEMENT by and between Starwood Property Trust, Inc. and SPT Management, LLC Dated as of August 17, 2009
Management Agreement • November 16th, 2009 • Starwood Property Trust, Inc. • Real estate investment trusts • New York

MANAGEMENT AGREEMENT, dated as of August 17, 2009, by and between Starwood Property Trust, Inc., a Maryland corporation (the “Company”), and SPT Management, LLC, a Delaware limited liability company (the “Manager”).

STARWOOD PROPERTY TRUST, INC. (a Maryland corporation) 40,500,000 Shares of Common Stock PURCHASE AGREEMENT
Management Agreement • November 16th, 2009 • Starwood Property Trust, Inc. • Real estate investment trusts • New York

Merrill Lynch, Pierce, Fenner & Smith Incorporated, Deutsche Bank Securities Inc. as Representatives of the several Underwriters to be named in the within-mentioned Purchase Agreement c/o Merrill Lynch & Co. Merrill Lynch, Pierce, Fenner & Smith Incorporated 4 World Financial Center New York, New York 10080

STARWOOD PROPERTY TRUST, INC. NON-EXECUTIVE DIRECTOR STOCK PLAN RESTRICTED STOCK AWARD AGREEMENT
Restricted Stock Award Agreement • November 16th, 2009 • Starwood Property Trust, Inc. • Real estate investment trusts • Maryland

THIS RESTRICTED STOCK AWARD AGREEMENT, (the “Agreement”), dated as of , 20 _____ (the “Grant Date”), is made by and between Starwood Property Trust, Inc., a Maryland corporation (the “Company”), and [NAME] (the “Grantee”).

STARWOOD PROPERTY TRUST, INC. EQUITY PLAN RESTRICTED STOCK UNIT AWARD AGREEMENT
Restricted Stock Unit Award Agreement • November 16th, 2009 • Starwood Property Trust, Inc. • Real estate investment trusts • Maryland

THIS RESTRICTED STOCK UNIT AWARD AGREEMENT, (the “Agreement”), dated as of August 17, 2009 (the “Grant Date”), is made by and between Starwood Property Trust, Inc., a Maryland corporation (the “Company”), and Barbara J. Anderson (the “Grantee”).

CO-INVESTMENT AND ALLOCATION AGREEMENT
Investment and Allocation Agreement • November 16th, 2009 • Starwood Property Trust, Inc. • Real estate investment trusts • New York

This CO-INVESTMENT AND ALLOCATION AGREEMENT (this “Agreement”) is dated as of August 17, 2009, by and among Starwood Property Trust, Inc., a Maryland corporation (the “Company”), SPT Management, LLC, a Delaware limited liability company (the “Manager”) and Starwood Capital Group Global, L.P., a Delaware limited partnership (“Starwood Capital Group”).

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