Exhibit
10.6


 


PENNYMAC MORTGAGE INVESTMENT
TRUST


 


SHARE PURCHASE AGREEMENT


 


SHARE PURCHASE AGREEMENT
(this “Agreement”) made as of this 29th day of July,
2009, by and among PennyMac Mortgage Investment Trust, a Maryland real estate
investment trust (the “Trust”), Stanford L. Kurland, David A. Spector,
BlackRock Holdco 2, Inc., a Delaware corporation (“BlackRock”),
Highfields Capital Investments LLC, a Delaware limited liability company (“Highfields”),
and Private National Mortgage Acceptance Company, LLC, a Delaware limited
liability company (“PNMAC”).  For
purposes of this Agreement, each of Stanford L. Kurland, David A. Spector,
BlackRock, Highfields and PNMAC shall be referred to individually as a “Purchaser”
and collectively as the “Purchasers.”


 


WHEREAS, the Trust has
filed a registration statement on Form S-11 (No. 333-159460) (as heretofore
amended, the “Registration Statement”) under the Securities Act of 1933,
as amended (the “Securities Act”), with the Securities and Exchange
Commission in connection with a proposed initial public offering (the “IPO”)
of common shares of beneficial interest of the Trust, par value $0.01 per share
(the “Common Shares”); and


 


WHEREAS, concurrent
with the consummation of the IPO, the Trust desires to issue and sell, and each
Purchaser desires to purchase, severally and not jointly, upon the terms and
conditions set forth in this Agreement, Common Shares as provided in this
Agreement;


 


NOW,
THEREFORE, for and in consideration of the premises and the mutual covenants
hereinafter set forth, the parties hereto do hereby agree as follows:


 


1.             Sale and
Purchase of Private Placement Common Shares.  Subject to and concurrent with the
consummation of the IPO, the Trust agrees to issue and sell to each Purchaser,
and each Purchaser, severally and not jointly, hereby agrees to purchase from
the Trust a number of Common Shares equal to the product of (x) the number of
Common Shares sold to the public in the IPO, excluding any Common Shares that
may be sold pursuant to the exercise by the Underwriters (as defined below) of
their overallotment option, multiplied by (y) the percentage set forth opposite
such Purchaser’s name on Schedule A hereto (as to each Purchaser, the “Private
Placement Common Shares”) for an aggregate purchase price equal to the
product of (i) $20.00 per share (which equals the price per share of Common
Shares sold in the IPO, without the payment of any underwriting discount)
multiplied by (ii) such Purchaser’s Private Placement Common Shares (such
product as to each Purchaser being referred to herein as the “Purchase Price”).  Notwithstanding the foregoing, the parties
hereto acknowledge and agree that in no event shall the aggregate Purchase
Price payable by each Purchaser exceed the amount set forth opposite such Purchaser’s
name on Schedule A hereto.


 


2.             Closing.  The closing of the purchase and sale of the
Private Placement Common Shares hereunder, including each Purchaser’s payment
for and delivery of its Private Placement Common Shares, will take place at the
offices of the Trust or the Trust’s legal counsel concurrently with, and shall
be subject to, the completion of the IPO (the “Closing”).  At the Closing, the Trust shall deliver to
each Purchaser one or more 


 

















 


certificates
evidencing the Private Placement Common Shares, registered in such Purchaser’s
or its designee’s name, upon the payment of the Purchase Price applicable to
such Purchaser in immediately available funds by wire transfer to an account
designated by the Trust.


 


3.             Representations
and Warranties of the Trust.  In connection with the issuance and sale of
the Private Placement Common Shares, the Trust hereby represents and warrants
to each Purchaser the following:


 


3.1           The Trust (a) has
been duly organized and is validly existing as a real estate investment trust
in good standing with the State Department of Assessments and Taxation of
Maryland and (b) has the real estate investment trust power and authority to
enter into this Agreement, the Registration Rights Agreement (as defined below)
and to consummate the transactions contemplated hereby and thereby and in the
Registration Statement and to own or lease and operate its assets and carry on
its business as described in the Registration Statement.  The authorized capitalization of the Trust is
as is set forth in the Registration Statement.


 


3.2           All real estate
investment trust action necessary to be taken by the Trust to authorize the
execution, delivery and performance of this Agreement and the Registration
Rights Agreement and to consummate the IPO and all other agreements and
instruments delivered by the Trust in connection with the transactions
contemplated hereby and thereby has been duly and validly taken.  This Agreement has been duly executed and delivered
by the Trust.  This Agreement constitutes,
and the Registration Rights Agreement, upon execution and delivery thereof,
will constitute, the valid, binding and enforceable obligations of the Trust,
enforceable in accordance with their respective terms, except as enforceability
may be limited by applicable bankruptcy, insolvency, reorganization, moratorium
or similar laws affecting creditors’ rights generally and by general principles
of equity.  Neither the issuance and sale
by the Trust of the Private Placement Common Shares nor the consummation of the
IPO conflicts with the declaration of trust or bylaws of the Trust or any
material contract by which the Trust or any of its subsidiaries’ respective
property is bound, or any federal or state laws or regulations or decree,
ruling or judgment of any United States or state court applicable to the Trust
or its property.


 


3.3           The Private
Placement Common Shares have been duly and validly authorized and upon issuance
in accordance with, and payment pursuant to, the terms hereof, (a) the Private
Placement Common Shares will be fully paid and non assessable and (b) each
Purchaser will have good title to its Private Placement Common Shares, free and
clear of all liens, claims and encumbrances of any kind, other than transfer
restrictions hereunder and under other agreements contemplated hereby.


 


3.4           No consent,
approval, authorization or order of, or registration, qualification or filing
with, any governmental entity or any other third party is 


 


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required
to be obtained or made by the Trust for the execution, delivery or performance
by the Trust of this Agreement, the Registration Rights Agreement or the
consummation by the Trust of the transactions contemplated hereby and thereby
or of the IPO, except such as have been already obtained or as may be required
under the Securities Act or the rules thereunder or state securities or blue
sky laws or as may be required by the Financial Industry Regulatory Authority.


 


3.5           Except for
liabilities described in the Registration Statement, the Trust and its
subsidiaries do not have any liabilities outside the ordinary course of
business which would, individually or in the aggregate, reasonably be expected
to have a material adverse effect on the Trust and its subsidiaries, considered
as one enterprise.


 


3.6           The Trust holds
all licenses, franchises, permits and authorizations necessary for the lawful
conduct of its business under, and has complied in all material respects and is
not in default or violation in any respect of, any law, statute, order, rule,
regulation, policy or guideline of any federal, state or local governmental
entity applicable to the Trust, other than such non-compliance, defaults or
violations that, individually or in the aggregate, have not had and would not
reasonably be expected to have a material adverse effect on the Trust and its
subsidiaries, considered as one enterprise.


 


3.7           Except as set
forth in the Registration Statement, the Trust is not a party to any, and there
are no pending, or to the knowledge of the Trust, threatened, legal,
administrative, arbitral or other proceedings, claims, actions or governmental
investigations of any nature against the Trust or any of its subsidiaries or to
which any of their assets are subject (i) that, individually or in the
aggregate, has had or would reasonably be expected to have a material adverse
effect on the Trust and its subsidiaries, considered as one enterprise, or (ii)
relating to or which challenges the validity or propriety of the transactions
contemplated hereby or the IPO.  The
Trust is not subject to any order, judgment or decree of a governmental entity
that, individually or in the aggregate, has had or would reasonably be expected
to have a material adverse effect on the Trust and its subsidiaries, considered
as one enterprise.


 


3.8           The
Registration Statement does not and will not include any untrue statement of a
material fact or omit to state any material fact necessary in order to make the
statements therein, in the light of the circumstances under which they were
made, not misleading.


 


3.9           The Trust is
organized in conformity with the requirements for qualification as a real
estate investment trust (a “REIT”) under the Internal Revenue Code of
1986, as amended (the “Code”), and the present and contemplated method
of operation of the Trust and its subsidiaries does and will enable the Trust
to meet the requirements for taxation as a REIT under the Code.


 


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3.10         The Common
Shares have been approved for listing on the New York Stock Exchange, subject
to official notice of issuance.


 


3.11         Since the date
as of which information is given in the Registration Statement, there has been
no event, circumstance, fact, change, development, condition or effect that
would have a material adverse effect on the business, assets, properties,
results of operations or condition (financial or otherwise) of the Trust and
its subsidiaries, considered as one enterprise.


 


4.             Representations
and Warranties of each Purchaser.  Each Purchaser, severally and not jointly,
hereby represents and warrants to the Trust that:


 


4.1           Such Purchaser
is an “accredited investor” as that term is defined in Rule 501 of Regulation D
promulgated under the Securities Act.


 


4.2           The Private
Placement Common Shares are being acquired for such Purchaser’s own account,
only for investment purposes and not with a view to, or for resale in
connection with, any public distribution or public offering thereof within the
meaning of the Securities Act.


 


4.3           If an entity,
such Purchaser has been duly organized or formed, validly existing and in good
standing under the laws of its jurisdiction of organization or formation and
has all necessary power and authority to enter into this Agreement and to consummate
the transactions contemplated hereby.  If
a natural person, such Purchaser is at least 21 years old and is legally
competent to execute, deliver and comply with the terms of this Agreement.


 


4.4           If an entity,
all action necessary to be taken by such Purchaser to authorize the execution,
delivery and performance of this Agreement and all other agreements and
instruments delivered by such Purchaser in connection with the transactions
contemplated hereby has been duly and validly taken.  This Agreement has been duly executed and
delivered by such Purchaser, and constitutes the valid, binding and enforceable
obligation of such Purchaser, enforceable in accordance with its terms, except
as enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or similar laws affecting creditors’ rights
generally and by general principles of equity. 
The purchase by such Purchaser of the Private Placement Common Shares
does not conflict with the organizational documents of such Purchaser (if an
entity) or with any material contract by which such Purchaser or its property
is bound, or any laws or regulations or decree, ruling or judgment of any court
applicable to such Purchaser or its property.


 


4.5           Such Purchaser
understands and acknowledges that (i) the offering of the Private Placement
Common Shares pursuant to this Agreement will not be registered under the
Securities Act on the grounds that the offering and sale of the Private
Placement Common Shares is exempt from registration under the Securities Act
pursuant to Section 4(2) thereof and exempt from registration 


 


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pursuant
to applicable state securities or blue sky laws, and that the Trust’s reliance
upon such exemptions is predicated upon such Purchaser’s representations and
warranties set forth in this Agreement. 
Such Purchaser understands and acknowledges that the Private Placement
Common Shares will be characterized as “restricted securities” under the
Securities Act and such laws and may not be sold unless the Private Placement
Common Shares are subsequently registered under the Securities Act and
qualified under state law or unless an exemption from such registration and
such qualification is available.


 


4.6           Such Purchaser (i)
is sufficiently experienced in financial and business matters to be capable of
evaluating the merits and risks involved in purchasing the Private Placement
Common Shares and to make an informed decision relating thereto, (ii) has the
ability to bear the economic risk of such Purchaser’s prospective investment in
the Private Placement Common Shares and (iii) has not been offered the Private
Placement Common Shares by any form of advertisement, article, notice or other
communication published in any newspaper, magazine, or similar medium; or
broadcast over television or radio; or any seminar or meeting whose attendees
have been invited by any such medium. 
Such Purchaser (i) has been furnished with the materials relating to the
business, operations, financial condition, assets and liabilities of the Trust
and other matters relevant to such Purchaser’s investment in the Private
Placement Common Shares, which have been requested by such Purchaser and (ii) such
Purchaser has had adequate opportunity to ask questions of, and receive answers
from, the officers, employees, agents, accountants and representatives of the
Trust concerning the business, operations, financial condition, assets and
liabilities of the Trust and all other matters relevant to its investment in
the Private Placement Common Shares.


 


4.7           Such Purchaser
has a substantive, pre-existing relationship with the Trust and was directly
contacted by the Trust or its agents outside the IPO effort.  Such Purchaser (i) was not identified or
contacted through the marketing of the IPO and (ii) did not independently
contact the Trust as a result of the general solicitation by means of the
Registration Statement.


 


4.8           Such Purchaser
has not incurred any liability for any finder’s fees or similar payments in connection
with the transactions herein contemplated.


 


4.9           Such Purchaser
will have available at the closing sufficient funds to acquire the Private
Placement Common Shares to be purchased by such Purchaser pursuant to this
Agreement.


 


5.             Lock-up
Agreements.  Each
Purchaser shall enter into a separate lock-up agreement with the underwriters
(the “Underwriters”) of the Common Shares being offered in the IPO,
substantially in the form of Exhibit A hereto, at or prior to the date
on which the underwriting agreement to be entered into by the Trust, PennyMac
Operating Partnership, L.P., PNMAC Capital Management, LLC and the Underwriters
for the offer of such Common Shares in the IPO is executed.


 


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6.             Public
Announcements.  Except as
may be required by applicable law, no party hereto shall make any public
announcements or otherwise communicate with any news media with respect to this
Agreement or any of the transactions contemplated hereby, without prior
consultation with the other parties as to the timing and contents of any such
announcement or communications; provided, however, that nothing
contained herein shall prevent any party from promptly making all filings with
any governmental entity or disclosures with the stock exchange, if any, on
which such party’s capital stock is listed, as may, in its judgment, be
required in connection with the execution and delivery of this Agreement or the
consummation of the transactions contemplated hereby.  If any party decides that it must make any
such required filing it will advise the other parties prior to making such
filing.  Notwithstanding the foregoing,
the parties hereto acknowledge that the transactions contemplated hereby have
been disclosed in the Registration Statement and that a form of this Agreement
has been or will be filed as an exhibit to the Registration Statement.


 


7.             Conditions of
Closing of each Purchaser.  The
respective obligations of each Purchaser to acquire the applicable Private
Placement Common Shares from the Trust at the Closing are subject to the
fulfillment to each such Purchaser’s reasonable satisfaction on or prior to the
Closing of each of the following conditions:


 


7.1           Each
representation and warranty made by the Trust in Section 3 above shall be true
and correct on and as of the date of this Agreement and as of the Closing as
though made as of the Closing.


 


7.2           All covenants,
agreements and conditions contained in this Agreement to be performed or
complied with by the Trust on or prior to the Closing shall have been performed
or complied with by the Trust in all respects.


 


7.3           The Trust shall
have delivered at or prior to the date of the Closing to the Purchasers or
their respective designees an executed copy of the Registration Rights
Agreement among the Trust and each Purchaser, substantially in the form of Exhibit
B hereto (the “Registration Rights Agreement”).


 


7.4           Simultaneously
with the Closing, the Trust shall consummate the IPO.  The material terms of the IPO shall not have
changed in any material respect from those disclosed in the Registration
Statement, other than changes approved by the board of directors of PNMAC.


 


8.             Listing of the
Private Placement Common Shares.  The Trust hereby agrees to use its
commercially reasonable best efforts to cause the Private Placement Common
Shares to be listed on the New York Stock Exchange or such other exchange on
which the Common Shares are then listed no later than the six-month anniversary
of the date of the Closing.


 


9.             Successors and
Assigns.  Except as otherwise expressly
provided herein, all covenants and agreements contained in this Agreement by or
on behalf of any of the parties hereto shall bind and inure to the benefit of
the respective successors of the parties 


 


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hereto
whether so expressed or not. 
Notwithstanding the foregoing or anything to the contrary herein, the
parties may not assign this Agreement or their obligations hereunder.


 


10.           Amendments.  This Agreement may not be amended, modified
or waived, in whole or in part, except by an agreement in writing signed by
each of the parties hereto.


 


11.           Default By One
or More Purchasers.  If a
Purchaser shall fail at the closing to purchase the Private Placement Common
Shares that such Purchaser is obligated to purchase hereunder, then this
Agreement shall be terminated as it relates to such Purchaser, provided
that, as between such Purchaser and the Trust, Sections 4 and 12 shall survive
such termination and remain in full force and effect.  No action taken pursuant to this Section 10
shall relieve such defaulting Purchaser from liability in respect of such
default.  Notwithstanding anything to the
contrary contained herein, in no event shall the termination of this Agreement
as it relates to a Purchaser hereunder affect the completion of the
transactions contemplated hereunder as it relates to any other Purchaser.  Further, no Purchaser, other than the
defaulting Purchaser, shall have any liability under this Agreement with
respect to any termination of this Agreement pursuant to this Section 10.


 


12.           Counterparts;
Facsimile.  This
Agreement may be executed in any number of counterparts, each of which when so
executed shall be deemed to be an original and all of which taken together
shall constitute one and the same instrument. 
This Agreement or any counterpart may be executed via facsimile
transmission, and any such executed facsimile copy shall be treated as an
original.


 


13.           Governing Law.  This Agreement shall for all purposes be
deemed to be made under and shall be construed in accordance with the laws of
the State of New York.  The parties
hereby agree that any action, proceeding or claim against it arising out of or
relating in any way to this Agreement shall be brought and enforced in the
courts of the State of New York or the United States District Court for the
Southern District of New York, and irrevocably submit to such jurisdiction,
which jurisdiction shall be exclusive. 
The parties hereby waive any objection to such exclusive jurisdiction
and agree not to plead or claim that such courts represent an inconvenient
forum.


 


14.           Third Party
Beneficiaries.  This
Agreement is intended for the benefit of the parties hereto and their
respective permitted successors and assigns, and is not for the benefit of, nor
may any provision hereof be enforced by, any other person; provided that the
Underwriters shall be third party beneficiaries of this Agreement.


 


15.           Legends.  Each certificate, if any, representing the
Private Placement Common Shares shall be endorsed with the following legends or
a substantially similar legends:


 


The shares represented by this certificate have not
been registered under the Securities Act of 1933, as amended (the “Act”), and
may not be offered, sold, pledged or otherwise transferred except pursuant to
an 


 


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exemption from registration under the Act, or
pursuant to an effective registration statement under the Act.


 


The shares represented by this certificate are
subject to the provisions of a Registration Rights Agreement, dated as of August
4, 2009.


 


16.           Severability.  In case any provision of this Agreement shall
be found by a court of law to be invalid, illegal, or unenforceable, the
validity, legality, and enforceability of the remaining provisions of this
Agreement shall not in any way be affected or impaired thereby.


 


17.           Survival.  The provisions of Section 8 hereof shall
survive the Closing and remain in full force and effect until such listing has
been effected.


 


18.           Entire
Agreement.  This
Agreement and the other documents delivered pursuant hereto constitute the full
and entire understanding and agreement among the parties with regard to the
subject matter hereof and thereof and they supersede, merge, and render void
every other prior written and/or oral understanding or agreement among or
between the parties hereto.


 


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IN WITNESS WHEREOF, the
parties hereto have executed this Agreement as of the date first written above.


 


	
   

  	
  TRUST:

  
	
   

  	
   

  
	
   

  	
  PENNYMAC
  MORTGAGE INVESTMENT TRUST

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:
  

  	
  /s/
  Jeff Grogin

  
	
   

  	
   

  	
  Name:
  Jeff Grogin

  
	
   

  	
   

  	
  Title:
  Secretary

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  PURCHASERS:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  /s/
  Stanford L. Kurland

  
	
   

  	
  Stanford
  L. Kurland

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  /s/
  David A. Spector

  
	
   

  	
  David
  A. Spector

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  BLACKROCK
  HOLDCO 2, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Mark Wiedman

  
	
   

  	
   

  	
  Name:
  Mark Wiedman

  
	
   

  	
   

  	
  Title:
  Managing Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  HIGHFIELDS
  CAPITAL INVESTMENTS LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Joseph Mazzella

  
	
   

  	
   

  	
  Name:
  Joseph Mazzella

  
	
   

  	
   

  	
  Title:
  General Counsel

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  PRIVATE
  NATIONAL MORTGAGE ACCEPTANCE COMPANY, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Jeff Grogin

  
	
   

  	
   

  	
  Name: Jeff Grogin

  
	
   

  	
   

  	
  Title: Secretary