Registration Rights Agreement (2009)Full Document 

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     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 Company’s 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 operative.
     “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.

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