REGISTRATION RIGHTS AGREEMENT
This REGISTRATION RIGHTS AGREEMENT, dated as of August [___], 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).
WHEREAS, the Company has agreed to issue and sell to the Sponsor Investor, and the Sponsor
Investor has agreed to purchase, 1,000,000 shares (the Sponsor Shares) of the Companys common
stock, par value $0.01 per share (the Common Stock) pursuant to that certain Purchase Agreement,
dated as of August 11, 2009, between the Company and the Sponsor Investor;
WHEREAS, the Company has agreed to grant to the Manager 650,000 restricted stock units
pursuant to that certain Restricted Stock Unit Award Agreement, dated the date hereof, between the
Company and the Manager as an award under the Starwood Property Trust, Inc. Manager Equity Plan, as
adopted on August ___, 2009 (the Manager Equity Plan); and such 650,000 restricted stock units
will be settled in 650,000 shares of Common Stock (the Manager RSU Shares);
WHEREAS, the Company may, from time to time, grant to the Manager additional awards under the
Manager Equity Plan consisting of, are based upon, shares of Common Stock as awards under the
Manager Equity Incentive Plan (the Additional Plan Shares); and
WHEREAS, pursuant to the Management Agreement, dated August 11, 2009, between the Company and
Manager (the Management Agreement), the Company has agreed to pay a certain portion of the
Incentive Fee payable to the Manager pursuant to Section 6(e) of the Management Agreement in shares
of Common Stock (the Incentive Shares).
NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained and
other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties to this Agreement hereby agree as follows:
Section 1. Certain Definitions.
In addition to the terms defined elsewhere in this Agreement, the following terms, as used
herein, shall have the following meanings:
Affiliate of any Person means any other Person that directly, or indirectly through one or
more intermediaries, controls, or is controlled by, or is under common control with, such Person.
The term control (including the terms controlled by and under common control with) as used
with respect to any Person means the possession, directly or indirectly through one or more
intermediaries, of the power to direct or cause the direction of the management and policies of
such Person, whether through the ownership of voting securities, by contract or otherwise.
Agreement means this Registration Rights Agreement, including all amendments, modifications
and supplements and any exhibits or schedules to any of the foregoing, and shall refer to this
Registration Rights Agreement as the same may be in effect at the time such reference becomes
Business Day means any day other than Saturday, Sunday or a day on which commercial banks in
New York, New York are directed or permitted to be closed.
Common Stock means common stock, par value $0.01 per share, of the Company.
Exchange Act means the Securities Exchange Act of 1934, as amended.
Holder means (i) the Sponsor Investor and the Manager as holders of record of Registrable
Common Stock, and (ii) any direct or indirect transferee of such Registrable Common Stock from
Sponsor Investor or the Manager. For purposes of this Agreement, the Company may deem and treat
the registered holder of Registrable Common Stock as the Holder and absolute owner thereof, and the
Company shall not be affected by any notice to the contrary.
Person means any individual, sole proprietorship, partnership, limited liability company,
joint venture, trust, incorporated organization, association, corporation, institution, public
benefit corporation, government (whether federal, state, county, city, municipal or otherwise,
including, without limitation, any instrumentality, division, agency, body or department thereof)
or any other entity.
Prospectus means the prospectus or prospectuses included in 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 Common Stock
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 Common Stock means each of the Sponsor Shares, the Manager RSU Shares, the
Additional Plan Shares, and the Incentive Shares, upon original issuance thereof and at all times
subsequent thereto, including upon the transfer thereof by the original Holder or any subsequent
Holder and any securities issued in respect of such securities by reason of or in connection with
any exchange for or replacement of such securities or any stock dividend, stock distribution, stock
split, purchase in any rights offering or in connection with any combination of shares,
recapitalization, merger or consolidation, or any other equity securities issued pursuant to any
other pro rata distribution with respect to the Common Stock, until, in the case of any such
securities, the earliest to occur of (i) the date on which it has been registered effectively
pursuant to the Securities Act and disposed of in accordance with the Registration Statement
relating to it or (ii) the date on which either it is distributed to the public or is saleable, in
each case pursuant to Rule 144 promulgated by the SEC pursuant to the Securities Act.
Registration Statement means any registration statement of the Company filed with the SEC
under the Securities Act which covers any of the Registrable Common Stock pursuant to the
provisions of this Agreement, including the Prospectus, amendments and supplements to such
Registration Statement, including post-effective amendments, all exhibits and all materials
incorporated by reference or deemed to be incorporated by reference in such Registration Statement.