0001558370-18-001216 Sample Contracts

TAX PROTECTION AGREEMENT
Tax Protection Agreement • February 28th, 2018 • Starwood Property Trust, Inc. • Real estate investment trusts • Delaware

This Tax Protection Agreement (this “Agreement”), dated as of December 28, 2017, is entered into by and among SPT Dolphin Intermediate LLC, a Delaware limited liability company (the “Company”); SPT Dolphin Parent LLC, a Delaware limited liability company (the “Managing Member”); each Transferor identified on Annex A hereto, as amended and/or supplemented from time to time (each, a “Transferor”); and each Protected Partner (other than the Transferors) identified on Annex A hereto, as amended and/or supplemented from time to time.

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • February 28th, 2018 • Starwood Property Trust, Inc. • Real estate investment trusts • New York

THIS REGISTRATION RIGHTS AGREEMENT, dated as of December 28, 2017, is entered into by and among Starwood Property Trust, Inc., a Maryland corporation (the “Company”), and certain persons listed on Schedule I hereto (each, a “Unitholder” and collectively, the “Unitholders”).

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