0001047469-14-000152 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • January 13th, 2014 • Starwood Waypoint Residential Trust • Real estate investment trusts • New York

This REGISTRATION RIGHTS AGREEMENT is dated as of , 2014, by and among Starwood Waypoint Residential Trust, a Maryland real estate investment trust (the “Company”), and SWAY 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
Separation and Distribution Agreement • January 13th, 2014 • Starwood Waypoint Residential Trust • Real estate investment trusts • New York

This SEPARATION AND DISTRIBUTION AGREEMENT (this “Agreement”) is entered into as of , 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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