Starwood Property Trust, Inc. Common Stock ($0.01 par value) AMENDED AND RESTATED ATM EQUITY OFFERINGSM SALES AGREEMENTEquity Offeringsm Sales Agreement • May 27th, 2014 • Starwood Property Trust, Inc. • Real estate investment trusts • New York
Starwood Property Trust, Inc., a corporation organized under the laws of Maryland (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell from time to time to or through Merrill Lynch, Pierce, Fenner & Smith Incorporated, as sales agent and principal (the “Agent”), shares (the “Shares”) of the Company’s common stock, $0.01 par value (the “Common Stock”), having an aggregate gross sales price of up to $500,000,000 on the terms set forth in Section 3 of this Amended and Restated ATM Equity OfferingSM Sales Agreement (the “Agreement”), which amends and restates the ATM Equity OfferingSM Sales Agreement, dated as of June 22, 2012, by and among the Company, SPT Management, LLC, a Delaware limited liability company (the “Manager”), and the Agent. The Company agrees that whenever it determines to sell Shares directly to the Agent as principal, it will enter into a separate agreement (a “Terms Agreement”) in substantially the form of Annex I hereto, rela
