0001193125-17-374850 Sample Contracts

INDEMNIFICATION AGREEMENT
Indemnification Agreement • December 20th, 2017 • Starwood Real Estate Income Trust, Inc. • Real estate investment trusts • Maryland

THIS INDEMNIFICATION AGREEMENT (“Agreement”) is made and entered into as of the day of , 2017, by and between Starwood Real Estate Income Trust, Inc., a Maryland corporation (the “Company”), and (“Indemnitee”).

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DEALER MANAGER AGREEMENT
Dealer Manager Agreement • December 20th, 2017 • Starwood Real Estate Income Trust, Inc. • Real estate investment trusts • New York

This Dealer Manager Agreement (this “Agreement”) is entered into by and between Starwood Real Estate Income Trust, Inc., a Maryland corporation (the “Company”) and Starwood Capital, L.L.C. (the “Dealer Manager”).

LIMITED PARTNERSHIP AGREEMENT OF STARWOOD REIT OPERATING PARTNERSHIP, L.P. A DELAWARE LIMITED PARTNERSHIP December 15, 2017
Agreement • December 20th, 2017 • Starwood Real Estate Income Trust, Inc. • Real estate investment trusts • Delaware

This Limited Partnership Agreement (this “Agreement”) is entered into as of December 15, 2017, between Starwood Real Estate Income Trust, Inc. a Maryland corporation, as general partner (the “General Partner”) and as a Limited Partner, Starwood REIT Special Limited Partner L.L.C., a Delaware limited liability company (the “Special Limited Partner”) and the Limited Partners party hereto from time to time.

ADVISORY AGREEMENT AMONG STARWOOD REAL ESTATE INCOME TRUST, INC., STARWOOD REIT OPERATING PARTNERSHIP, L.P., AND STARWOOD REIT ADVISORS, LLC
Advisory Agreement • December 20th, 2017 • Starwood Real Estate Income Trust, Inc. • Real estate investment trusts • New York

THIS ADVISORY AGREEMENT (this “Agreement”), dated as of the 15th day of December, 2017 and effective as of the date the Registration Statement (as defined below) is declared effective by the Securities and Exchange Commission (the “Effective Date”), is by and among Starwood Real Estate Income Trust, Inc., a Maryland corporation (the “Company”), Starwood REIT Operating Partnership, L.P., a Delaware limited partnership (the “Operating Partnership”), and Starwood REIT Advisors, LLC, a Delaware limited liability company (the “Advisor”). Capitalized terms used herein shall have the meanings ascribed to them in Section 1 below.

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • December 20th, 2017 • Starwood Real Estate Income Trust, Inc. • Real estate investment trusts • New York

THIS REGISTRATION RIGHTS AGREEMENT is made and entered into as of December 15 by and among STARWOOD REAL ESTATE INCOME TRUST, INC., a Maryland corporation (the “Company”), STARWOOD REIT SPECIAL LIMITED PARTNER L.L.C., a Delaware limited liability company (the “Special Limited Partner”) and STARWOOD REIT ADVISORS, L.L.C., a Delaware limited liability company (the “Advisor”).

FORM OF SELECTED DEALER AGREEMENT
Selected Dealer Agreement • December 20th, 2017 • Starwood Real Estate Income Trust, Inc. • Real estate investment trusts • New York

Starwood Capital, L.L.C., as the dealer manager (“Dealer Manager”) for Starwood Real Estate Income Trust, Inc. (the “Company”), a Maryland corporation, invites you (“Dealer”) to participate in the distribution of shares of common stock, $0.01 par value per share, of the Company (“Common Stock”) subject to the following terms:

TRADEMARK LICENSE AGREEMENT
Trademark License Agreement • December 20th, 2017 • Starwood Real Estate Income Trust, Inc. • Real estate investment trusts • New York

This TRADEMARK LICENSE AGREEMENT (“Agreement”) is effective as of the 15th day of December, 2017 (“Effective Date”) among Starwood Capital Group, L.L.C. (the “Licensor”), on the one hand, and Starwood Real Estate Income Trust, Inc., a corporation organized under the laws of the State of Maryland (the “REIT”), Starwood REIT Operating Partnership, L.P. (the “OP”) Starwood REIT Advisors, L.L.C., a Delaware limited liability company (the “Advisor” and, together with the REIT and the OP, the “Licensees”), on the other hand.

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