Starwood Property Trust, Inc. Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • January 29th, 2018 • Starwood Property Trust, Inc. • Real estate investment trusts • New York

This REGISTRATION RIGHTS AGREEMENT dated January 29, 2018 (this “Agreement”) is entered into by and among Starwood Property Trust, Inc., a Maryland corporation (the “Company”) and J.P. Morgan Securities LLC (“J.P. Morgan”), as representative of the initial purchasers (collectively, the “Initial Purchasers”) named in the Purchase Agreement dated January 24, 2018 (the “Purchase Agreement”) among the Company, SPT Management, LLC and J.P. Morgan.

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STARWOOD PROPERTY TRUST, INC. (a Maryland corporation) 40,500,000 Shares of Common Stock PURCHASE AGREEMENT
Purchase 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

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Starwood Property Trust, Inc. 22,000,000 Shares Common Stock ($0.01 par value) Underwriting Agreement
Underwriting Agreement • April 11th, 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 to sell to the several underwriters named in Schedule II hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, the number of shares of common stock, $0.01 par value (“Common Stock”), of the Company set forth in Schedule I hereto (the “Securities”) (said shares to be issued and sold by the Company being hereinafter called the “Underwritten Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to the number of additional shares of Common Stock set forth in Schedule I hereto (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). To the extent there are no additional Underwriters listed on Schedule II other than you, the term Representatives as used herein shall mean you, as Underwriters, and the terms Representatives and

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Starwood Property Trust, Inc. 22,000,000 Shares Common Stock ($0.01 par value) Underwriting Agreement
Underwriting Agreement • May 16th, 2011 • 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 to sell to the several underwriters named in Schedule II hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, the number of shares of common stock, $0.01 par value (“Common Stock”), of the Company set forth in Schedule I hereto (the “Securities”) (said shares to be issued and sold by the Company being hereinafter called the “Underwritten Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to the number of additional shares of Common Stock set forth in Schedule I hereto (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). To the extent there are no additional Underwriters listed on Schedule I other than you, the term Representatives as used herein shall mean you, as Underwriters, and the terms Representatives and U

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FOURTH AMENDED AND RESTATED MASTER REPURCHASE AND SECURITIES CONTRACT
Master Repurchase and Securities Contract • November 5th, 2015 • Starwood Property Trust, Inc. • Real estate investment trusts • New York

THIS FOURTH AMENDED AND RESTATED MASTER REPURCHASE AND SECURITIES CONTRACT, dated as of August 3, 2015 (this “Agreement”), is made by and among STARWOOD PROPERTY MORTGAGE SUB‑2, L.L.C. (“Seller 2”), a Delaware limited liability company, and STARWOOD PROPERTY MORTGAGE SUB-2-A, L.L.C., a Delaware limited liability company (“Seller 2‑A”, and together with Seller 2, individually and collectively as the context may require, “Seller”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association (“Buyer”).

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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”).

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SIXTH AMENDED AND RESTATED MASTER REPURCHASE AND SECURITIES CONTRACT among STARWOOD PROPERTY MORTGAGE SUB 2, L.L.C., a Delaware limited liability company, STARWOOD PROPERTY MORTGAGE SUB-2-A, L.L.C., a Delaware limited liability company, and SPT CA...
Master Repurchase and Securities Contract • May 8th, 2019 • Starwood Property Trust, Inc. • Real estate investment trusts • New York

THIS SIXTH AMENDED AND RESTATED MASTER REPURCHASE AND SECURITIES CONTRACT, dated as of April 10, 2019 (as amended, restated, supplemented or otherwise modified and in effect from time to time, this “Agreement”), is made by and among STARWOOD PROPERTY MORTGAGE SUB‑2, L.L.C. (“Seller 2”), a Delaware limited liability company, STARWOOD PROPERTY MORTGAGE SUB-2-A, L.L.C., a Delaware limited liability company (“Seller 2‑A”), and SPT CA FUNDINGS 2, LLC, a Delaware limited liability company (“SPT Seller”, and together with Seller 2, Seller 2-A and any other Person added hereto by joinder, individually and collectively as the context may require, “Seller”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association (“Buyer”).

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FORM OF INDEMNIFICATION AGREEMENT
Indemnification Agreement • February 25th, 2016 • Starwood Property Trust, Inc. • Real estate investment trusts • Maryland

THIS INDEMNIFICATION AGREEMENT, dated as of ________________ (this “Agreement”), is made by and between Starwood Property Trust, Inc., a Maryland corporation (the “Company”), and ____________________________ (“Indemnitee”).

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MASTER REPURCHASE AGREEMENT Dated as of June 5, 2019 by and among BARCLAYS BANK PLC, as Purchaser, STARWOOD MORTGAGE FUNDING II LLC, as Seller, STARWOOD PROPERTY MORTGAGE SUB-22, L.L.C., as Seller, and STARWOOD PROPERTY MORTGAGE SUB-22-A, L.L.C., as...
Master Repurchase Agreement • August 7th, 2019 • Starwood Property Trust, Inc. • Real estate investment trusts • New York

MASTER REPURCHASE AGREEMENT, dated as of June 5, 2019 (as amended, restated, supplemented or otherwise modified and in effect from time to time, this “Agreement”), by and among BARCLAYS BANK PLC, a public limited company organized under the laws of England and Wales (including any successor thereto, “Purchaser”), STARWOOD MORTGAGE FUNDING II LLC, a limited liability company organized under the laws of the State of Delaware (“SMF II Seller”), STARWOOD PROPERTY MORTGAGE SUB-22, L.L.C., a limited liability company organized under the laws of the State of Delaware (“Sub-22 Seller ”), and STARWOOD PROPERTY MORTGAGE SUB-22-A, L.L.C., a limited liability company organized under the laws of the State of Delaware (“Sub-22-A Seller ” and together with SMF II Seller and Sub-22 Seller, each a “Seller” and collectively, “Sellers”).

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Starwood Property Trust, Inc. 16,000,000 Shares Common Stock ($0.01 par value) Underwriting Agreement
Underwriting Agreement • December 10th, 2021 • 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 to sell to the several underwriters named in Schedule II hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, the number of shares of common stock, $0.01 par value (“Common Stock”), of the Company set forth in Schedule I hereto (the “Securities”) (said shares to be issued and sold by the Company being hereinafter called the “Underwritten Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to the number of additional shares of Common Stock set forth in Schedule I hereto (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). To the extent there are no additional Underwriters listed on Schedule II other than you, the term Representatives as used herein shall mean you, as Underwriters, and the terms Representatives and

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INDENTURE Dated as of October 10, 2024 between STARWOOD PROPERTY TRUST, INC. as Issuer, and THE BANK OF NEW YORK MELLON, as Trustee 6.000% Senior Notes due 2030
Indenture • October 10th, 2024 • Starwood Property Trust, Inc. • Real estate investment trusts • New York

INDENTURE dated as of October 10, 2024 (this “Indenture”) between STARWOOD PROPERTY TRUST, INC., a Maryland corporation (the “Company”), and THE BANK OF NEW YORK MELLON, as Trustee (the “Trustee”).

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Contract
Master Repurchase Agreement • August 12th, 2010 • Starwood Property Trust, Inc. • Real estate investment trusts • New York

THIS MASTER REPURCHASE AND SECURITIES CONTRACT, dated as of August 6, 2010 (this “Agreement”), is made by and between STARWOOD PROPERTY MORTGAGE SUB-2, L.L.C., a Delaware limited liability company (as more specifically defined below, “Seller”) and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association (as more specifically defined below, “Buyer”). Seller and Buyer (each a “Party”) hereby agree as follows:

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FEDERAL HOME LOAN BANK OF CHICAGO AMENDED AND RESTATED ADVANCES, COLLATERAL PLEDGE, AND SECURITY AGREEMENT [Insurance Companies] [NonStandard-Prospect Mortgage Insurance, LLC]
Advances, Collateral Pledge, and Security Agreement • May 8th, 2019 • Starwood Property Trust, Inc. • Real estate investment trusts • Illinois

THIS AGREEMENT, dated as of July 7, 2017 ("Effective Date") between the FEDERAL HOME LOAN BANK OF CHICAGO, with its principal place of office located at 200 East Randolph Drive, Chicago, Illinois 60601 ("Bank") and PROSPECT MORTGAGE INSURANCE, LLC, an insurance company (the "Member") organized under the laws of the State of Vermont and having its chief executive office at 1 E. Wacker Drive, Suite 3600, Chicago, Illinois 60601.

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MASTER REPURCHASE AGREEMENT between GOLDMAN SACHS MORTGAGE COMPANY, as Buyer and STARWOOD PROPERTY MORTGAGE SUB-3, L.L.C. as Seller
Master Repurchase Agreement • December 6th, 2010 • Starwood Property Trust, Inc. • Real estate investment trusts • New York

This Master Repurchase Agreement (this “Agreement”) is dated as of December 2, 2010 and is made by and between Goldman Sachs Mortgage Company, as buyer (“Buyer”) and Starwood Property Mortgage Sub-3, L.L.C., as seller (“Seller”).

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Starwood Property Trust, Inc. 17,500,000 Shares Common Stock ($0.01 par value) Underwriting Agreement
Underwriting Agreement • September 5th, 2024 • 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 to sell to the several underwriters named in Schedule II hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, the number of shares of common stock, $0.01 par value (“Common Stock”), of the Company set forth in Schedule I hereto (the “Securities”) (said shares to be issued and sold by the Company being hereinafter called the “Underwritten Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to the number of additional shares of Common Stock set forth in Schedule I hereto (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). To the extent there are no additional Underwriters listed on Schedule II other than you, the term Representatives as used herein shall mean you, as Underwriters, and the terms Representatives and

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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”).

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SEPARATION AND DISTRIBUTION AGREEMENT by and between STARWOOD PROPERTY TRUST, INC. and STARWOOD WAYPOINT RESIDENTIAL TRUST dated as of January 16, 2014
Separation and Distribution Agreement • January 21st, 2014 • Starwood Property Trust, Inc. • Real estate investment trusts • New York

This SEPARATION AND DISTRIBUTION AGREEMENT (this “Agreement”) is entered into as of January 16, 2014, by and between Starwood Property Trust, Inc., a Maryland corporation (“STWD”), and Starwood Waypoint Residential Trust, a Maryland real estate investment trust and a direct, wholly owned subsidiary of STWD (“SWAY”). STWD and SWAY are sometimes referred to herein individually as a “Party,” and collectively as the “Parties.” Capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in Section 1.1.

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CREDIT AGREEMENT Dated as of December 3, 2010 among SPT REAL ESTATE SUB II, LLC, as the Borrower, and STARWOOD PROPERTY TRUST, INC. and THE SUBSIDIARIES OF STARWOOD PROPERTY TRUST, INC. FROM TIME TO TIME PARTY HERETO, as Guarantors, and BANK OF...
Credit Agreement • December 6th, 2010 • Starwood Property Trust, Inc. • Real estate investment trusts • New York

This CREDIT AGREEMENT is entered into as of December 3, 2010, among SPT REAL ESTATE SUB II, LLC, a Delaware limited liability company (the “Borrower”), STARWOOD PROPERTY TRUST, INC., a Maryland corporation (the “Parent”), CERTAIN SUBSIDIARIES OF THE PARENT, as Guarantors, each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., as Administrative Agent.

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STARWOOD PROPERTY TRUST, INC. 2022 MANAGER EQUITY PLAN RESTRICTED STOCK UNIT AWARD AGREEMENT
Restricted Stock Unit Award Agreement • March 1st, 2023 • Starwood Property Trust, Inc. • Real estate investment trusts • Maryland

THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (the “Agreement”), dated as of November 23, 2022 (the “Grant Date”), is made by and between Starwood Property Trust, Inc., a Maryland corporation (the “Company”), and SPT Management, LLC, a Delaware limited liability company (the “Grantee”).

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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”).

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CREDIT AGREEMENT Dated as of December 16, 2016 among STARWOOD PROPERTY TRUST, INC., as Borrower, and THE SUBSIDIARIES OF STARWOOD PROPERTY TRUST, INC. FROM TIME TO TIME PARTY HERETO, as Guarantors, and JPMORGAN CHASE BANK, N.A., as Administrative...
Credit Agreement • May 9th, 2017 • Starwood Property Trust, Inc. • Real estate investment trusts • New York

This CREDIT AGREEMENT is entered into as of December 16, 2016 among STARWOOD PROPERTY TRUST, INC., a Maryland corporation (the “Borrower”), CERTAIN SUBSIDIARIES OF THE BORROWER, as Guarantors, each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and JPMORGAN CHASE BANK, N.A., as Administrative Agent.

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STARWOOD PROPERTY TRUST, INC. MANAGER EQUITY PLAN RESTRICTED STOCK UNIT AWARD AGREEMENT
Restricted Stock Unit Award Agreement • August 11th, 2009 • Starwood Property Trust, Inc. • Real estate investment trusts • Maryland

THIS RESTRICTED STOCK UNIT 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 SPT Management, LLC, a Delaware limited liability company (the “Grantee”).

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STARWOOD PROPERTY TRUST, INC.
Restricted Stock Award Agreement • March 1st, 2023 • Starwood Property Trust, Inc. • Real estate investment trusts • Maryland

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

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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”).

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Starwood Property Trust, Inc. 17,800,000 Shares Common Stock ($0.01 par value) Underwriting Agreement
Underwriting Agreement • December 9th, 2016 • 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 to sell to the several underwriters named in Schedule II hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, the number of shares of common stock, $0.01 par value (“Common Stock”), of the Company set forth in Schedule I hereto (the “Securities”) (said shares to be issued and sold by the Company being hereinafter called the “Underwritten Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to the number of additional shares of Common Stock set forth in Schedule I hereto (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). To the extent there are no additional Underwriters listed on Schedule II other than you, the term Representatives as used herein shall mean you, as Underwriters, and the terms Representatives and

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FIFTH AMENDED AND RESTATED MASTER REPURCHASE AND SECURITIES CONTRACT among
Master Repurchase and Securities Contract • September 20th, 2016 • Starwood Property Trust, Inc. • Real estate investment trusts • New York

THIS FIFTH AMENDED AND RESTATED MASTER REPURCHASE AND SECURITIES CONTRACT, dated as of September 16, 2016 (this “Agreement”), is made by and among STARWOOD PROPERTY MORTGAGE SUB-2, L.L.C. (“Seller 2”), a Delaware limited liability company, and STARWOOD PROPERTY MORTGAGE SUB-2-A, L.L.C., a Delaware limited liability company (“Seller 2-A”, and together with Seller 2, individually and collectively as the context may require, “Seller”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association (“Buyer”).

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CO-INVESTMENT AND ALLOCATION AGREEMENT
Co-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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Starwood Property Trust, Inc. Common Stock ($0.01 par value) AMENDED AND RESTATED ATM EQUITY OFFERINGSM SALES AGREEMENT
Atm Equity Offering 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

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Starwood Property Trust, Inc. $250,000,000 4.375% Convertible Senior Notes due 2023 Underwriting Agreement
Underwriting Agreement • March 29th, 2017 • 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 to sell to the several underwriters named in Schedule II hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, $250,000,000 principal amount of its 4.375% Convertible Senior Notes due 2023 (the “Securities”). The Securities are to be issued under an indenture (the “Base Indenture”), dated as of February 15, 2013, between the Company and The Bank of New York Mellon, as trustee (the “Trustee”), as supplemented by the Fourth Supplemental Indenture, to be dated March 29, 2017, between the Company and the Trustee (the “Fourth Supplemental Indenture” and, together with the Base Indenture, the “Indenture”). To the extent there are no additional Underwriters listed on Schedule II other than you, the term Representatives as used herein shall mean you, as Underwriters, and the terms Representatives and Underwriters shall mean either the singular o

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FIRST AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • January 7th, 2019 • Starwood Property Trust, Inc. • Real estate investment trusts • New York

This THIRD AMENDED AND RESTATED CREDIT AGREEMENT is entered into as of February 28, 2018 among STARWOOD PROPERTY MORTGAGE SUB-10, L.L.C., a Delaware limited liability company (“Starwood Property Mortgage Sub-10”), STARWOOD PROPERTY MORTGAGE SUB-10-A, L.L.C., a Delaware limited liability company (“Starwood Property Mortgage Sub-10-A”; and together with Starwood Property Mortgage Sub-10, each a “Borrower” and collectively, the “Borrowers”), STARWOOD PROPERTY TRUST, INC., a Maryland corporation (the “Parent”), CERTAIN SUBSIDIARIES OF THE PARENT, as Guarantors, each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., as Administrative Agent.

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STARWOOD PROPERTY TRUST, INC.
Restricted Stock Award Agreement • May 4th, 2023 • Starwood Property Trust, Inc. • Real estate investment trusts • Maryland

THIS RESTRICTED STOCK AWARD AGREEMENT (the "Agreement"), is made by and between Starwood Property Trust, Inc., a Maryland corporation (the "Company"), and the "Grantee," effective for vesting purposes as of _________ (the “Effective Date”).

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Starwood Property Trust, Inc. $350,000,000 6.750% Convertible Senior Notes due 2027 Underwriting Agreement
Underwriting Agreement • July 3rd, 2023 • 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 to sell to the several underwriters named in Schedule II hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, $350,000,000 principal amount of its 6.750% Convertible Senior Notes due 2027 (the “Securities”) (said convertible senior notes to be issued and sold by the Company being hereinafter called the “Underwritten Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to the principal amount of additional convertible senior notes set forth in Schedule I hereto to cover over-allotments, if any (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”).The Securities are to be issued under an indenture (the “Base Indenture”), dated as of February 15, 2013, between the Company and The Bank of New York Mellon, as trustee (the

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STARWOOD PROPERTY TRUST, INC. (a Maryland corporation) [ ] Shares of Common Stock PURCHASE AGREEMENT
Purchase Agreement • August 11th, 2009 • Starwood Property Trust, Inc. • Real estate investment trusts • New York
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FEDERAL HOME LOAN BANK OF CHICAGO SUPPLEMENT TO AMENDED AND RESTATED ADVANCES, COLLATERAL PLEDGE, AND SECURITY AGREEMENT
Supplement to Amended and Restated Advances, Collateral Pledge, and Security Agreement • May 8th, 2019 • Starwood Property Trust, Inc. • Real estate investment trusts • Illinois

THIS SUPPLEMENT TO AMENDED AND RESTATED ADVANCES, COLLATERAL PLEDGE, AND SECURITY AGREEMENT (together with any and all amendments, modifications. or restatements, the “Supplement”) is entered into as of the 7th day of July, 2017 by and among the undersigned Prospect Mortgage Insurance, LLC (“Member”), SMRF Trust III, a Delaware statutory trust (the “SMRF Trust III”), Wilmington Trust, National Association, not in its individual capacity but solely as Delaware Trustee of the SMRF Trust III (“SMRF Trust III Trustee”), SMRF Trust III-A, a Delaware statutory trust (“SMRF Trust III-A”, and together with SMRF Trust III, the “Trusts” and each, a “Trust”), Wilmington Trust, National Association, not in its individual capacity but solely as Delaware Trustee of the SMRF Trust III-A (“SMRF Trust III-A Trustee”, and together the SMRF Trust III Trustee, the “Trustees” and each, a “Trustee”), and the Federal Home Loan Bank of Chicago (“Bank”).

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