Exhibit 10.1


 


REGISTRATION
RIGHTS AGREEMENT


 


This REGISTRATION RIGHTS
AGREEMENT is entered into as of August 4, 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 and each
Purchaser are parties to a Share Purchase Agreement, dated as of July 29,
2009 (the “Share Purchase Agreement”), pursuant to which concurrently
with the Trust’s proposed initial public offering (the “IPO”), the Trust
agreed to issue in a private placement to each Purchaser and each Purchaser
agreed, severally and not jointly, to purchase a number of common shares of
beneficial interest, par value $0.01 per share (the “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 of the overallotment option applicable to the IPO, multiplied by (y) the
percentage set forth opposite such Purchaser’s name on Schedule A
thereto (the “Private Placement Common Shares”); and


 


WHEREAS, the Trust and each
Purchaser desire to enter into this Agreement to provide each Purchaser and its
permitted transferees with certain registration rights described herein.


 


NOW, THEREFORE, in
consideration of the mutual covenants and agreements set forth herein, and for
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto agree as follows:


 


1.                         Definitions.  The following capitalized terms used herein
have the following meanings:


 


“Affiliate” means (i) any
Person that directly, or indirectly through one or more intermediaries,
controls, is controlled by or is under common control with such other Person, (2) any
executive officer or general partner of such other Person and (3) any legal
entity for which such Person acts as executive officer or general partner, and “control”
for these purposes means the direct or indirect power to direct or cause the
direction of the management and policies of another Person, whether by
operation of law or regulation, through ownership of securities, as trustee or
executor or in any other manner.


 


“Agreement” means
this Registration Rights Agreement, as amended, restated, supplemented, or
otherwise modified from time to time.


 


“BlackRock” is
defined in the preamble to this Agreement.


 


“Board” means the
board of trustees of the Trust.


 


“Business Day” means
any day, other than a Saturday or Sunday or a day on which commercial banks in
New York, New York are authorized or required by law to close.


 

















 


“Commission” means
the Securities and Exchange Commission, or any other federal agency then
administering the Securities Act or the Exchange Act.


 


“Common Shares” is
defined in the recitals to this Agreement.


 


“Exchange Act” means
the Securities Exchange Act of 1934, as amended, and the rules and
regulations of the Commission promulgated thereunder, all as the same shall be
in effect at the time.


 


“Highfields” is
defined in the preamble to this Agreement.


 


“Holder” means (i) each
Purchaser in his, her or its capacity as a holder of record of Registrable
Securities, as reflected on Schedule 1 hereto, and (ii) any direct
or indirect transferee of such Registrable Securities from such Purchaser.  For purposes of this Agreement, the Trust may
deem and treat the registered holder of Registrable Securities as the Holder
and absolute owner thereof, unless notified to the
contrary in writing by the registered Holder thereof.


 


“Indemnified Party”
is defined in Section 5.3.


 


“Indemnifying Party”
is defined in Section 5.3.


 


“Inspectors” is
defined in Section 4.1.8.


 


“IPO” is defined in
the recitals to this Agreement.


 


“Losses” is defined
in Section 5.1.


 


“Majority-in-Interest”
means holders of more than 50% of the Registrable Securities.


 


“Maximum Threshold”
is defined in Section 2.1.2.


 


“Person” means an
individual or a real estate investment trust, corporation, limited liability
company, partnership, joint venture, trust, unincorporated organization,
association (including any group, organization, co-tenancy, plan, board, council
or committee), government (including a country, state, county, or any other
governmental or political subdivision, agency or instrumentality thereof) or
other entity (or series thereof).


 


“Piggy-Back Registration”
is defined in Section 2.3.1.


 


“PNMAC” is defined in
the preamble to this Agreement.


 


“Private Placement Common
Shares” is defined in the recitals to this Agreement.


 


“Pro
Rata Adjusted” is defined in Section 2.1.2.


 


“Prospectus” means
the prospectus or prospectuses included in any Registration Statement
(including without limitation, any “free writing prospectus” (as defined in Rule 405
under the Securities Act) and any prospectus subject to completion and a
prospectus that includes any information previously omitted from a prospectus
filed as part of an effective registration 


 


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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 Securities 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.


 


“Purchaser” and “Purchasers”
are defined in the preamble to this Agreement.


 


“Records” is defined
in Section 4.1.8.


 


“Registration” mean a
registration effected by preparing and filing a registration statement or
similar document in compliance with the requirements of the Securities Act, and
such registration statement becoming effective.


 


“Registrable Securities”
means at any time the Private Placement Common Shares (with the initial amount
of Private Placement Common Shares held by each Holder set forth opposite such
Holder’s name on Schedule 1 hereto), together with any class of shares
of beneficial interest of the Trust or a successor to the entire business of
the Trust which may be issued in exchange for such Private Placement Common
Shares or with respect to any dividend on such Private Placement Common
Shares.  As to any particular Registrable
Securities, such securities shall cease to be Registrable Securities on the
earliest to occur of:  (a) the date
on which a Registration Statement with respect to the sale of such securities
shall have become effective under the Securities Act and such securities shall
have been sold, transferred, disposed of or exchanged in accordance with such
Registration Statement; (b) the date on which such securities shall have
ceased to be outstanding; and (c) the date on which the Registrable
Securities have been sold and all transfer restrictions and restrictive legends
with respect to such Registrable Securities are removed upon the consummation
of such sale and the seller and purchaser of such Registrable Securities
receive an opinion of counsel for the Trust, which shall be in form and content
reasonably satisfactory to the seller and purchaser and their respective
counsel, to the effect that such Registrable Securities in the hands of the
purchaser are freely transferable without restriction or registration under the
Securities Act in any public or private transaction.


 


“Registration Statement”
means any registration statement filed by the Trust with the Commission in
compliance with the Securities Act (including the Resale Shelf Registration
Statement or any Registration Statement filed in connection with a Piggy-Back
Registration) for a public offering and sale of Common Shares or other
securities of the Trust, 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 (other than a
registration statement (a) on Form S-4 or Form S-8, or their
successors, (b) covering only securities proposed to be issued in exchange
for securities or assets of another entity, (c) for an exchange offer or
offering of securities solely to the Trust’s existing shareholders, (d) for
an offering of debt that is convertible into equity securities of the Trust or (e) for
a dividend reinvestment plan).


 


“Resale Shelf
Registration” is defined in Section 2.1.1.


 


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“Resale Shelf
Registration Statement” is defined in Section 2.1.1.


 


“Securities
Act” means the Securities Act of 1933, as amended, and the rules and
regulations of the Commission promulgated thereunder, all as the same shall be
in effect at the time.


 


“Share Purchase Agreement”
is defined in the recitals to this Agreement.


 


“Trust” is defined in
the preamble to this Agreement.


 


“underwritten offering”
means a Registration in which securities of the Trust are sold to one or more
underwriters for reoffering to the public.


 


2.                         Registration
Rights.


 


2.1.                             Shelf
Registration.


 


2.1.1                            Shelf Registration Requirement.  The Trust
shall prepare and file, at its own expense, not later than the 30th day prior to
the expiration of the lockup period described in the Share Purchase Agreement,
a “shelf” registration statement with respect to the resale of all Registrable
Securities (“Resale Shelf Registration”) by the Holders on an
appropriate form for an offering to be made on a delayed or continuous basis
pursuant to Rule 415 under the Securities Act or any successor thereof
(the “Resale Shelf Registration Statement”) and permitting registration
of such Registrable Securities for resale by such Holders in accordance with
the methods of distribution elected by the Holders pursuant to the
questionnaire referred to in Section 2.1.3 below and set forth
in the Resale Shelf Registration Statement. The Trust may include in
such registration additional securities of the class of Registrable Securities
to be registered thereunder, including securities to be sold for the Trust’s
own account or the account of Persons who are not Holders of Registrable
Securities.  The Trust shall use its reasonable best efforts to cause the Resale
Shelf Registration Statement to be declared effective by the Commission within
150 days after the filing thereof (if it is not an automatic
shelf registration statement),
and, subject to Section 2.2, to keep such Resale Shelf Registration
Statement continuously effective for a period ending when all Private Placement
Common Shares covered by the Resale Shelf Registration Statement are no longer
Registrable Securities, including, if necessary, by filing with the SEC a
post-effective amendment or a supplement to the Resale Registration Statement
or the related Prospectus or any document incorporated therein by reference or
by filing any other required document or otherwise supplementing or amending
the Resale Registration Statement, if required by the rules, regulations or
instructions applicable to the registration form used by the Trust for such
Resale Registration Statement or by the Securities Act, the Exchange Act, any
state securities or blue sky laws or any rules and regulations thereunder.


 


2.1.2                            Underwritten
Offering; Reduction of Offering.  Each Holder of the Registrable Securities shall have the right to request that an
underwritten offering be effected off the Resale Shelf Registration at any
time, subject to Section 2.2. 
All Holders proposing to participate in such underwriting shall (i) enter
into an underwriting agreement in customary form with the underwriter(s) selected
for such underwriting by a Majority-in-Interest of the Registrable Securities
included in such offering, which underwriter(s) shall be reasonably 


 


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acceptable to the Trust and (ii) complete
and execute all questionnaires, powers-of-attorney, indemnities, opinions and
other documents required under the terms of such underwriting agreement.  Notwithstanding the foregoing, in no event
shall the Trust be obligated to effect more than two (2) underwritten
offerings hereunder in any single six-month period.  If the managing underwriter(s) for an
underwritten offering advises the Trust and the Holders in writing that the
dollar amount or number of Registrable Securities which the Holders desire to
sell, taken together with all other Common Shares or other securities which the
Trust desires to sell and the Common Shares or other securities, if any, as to
which registration has been requested pursuant to written contractual
piggy-back registration rights held by other shareholders of the Trust who
desire to sell or otherwise, exceeds the maximum dollar amount or maximum
number of securities that can be sold in such offering without adversely
affecting the proposed offering price, the timing, the distribution method, or
the probability of success of such offering (such maximum dollar amount or
maximum number of securities, as applicable, the “Maximum Threshold”),
then the Trust shall include in such registration:  (a) first, the Registrable
Securities (pro rata in accordance with the
number of Registrable Securities which such Holders have requested be included
in such underwritten offering, regardless of the number of Registrable
Securities or other securities held by each such Person (such proportion is
referred to herein as “Pro Rata Adjusted”)) that can be sold without exceeding
the Maximum Threshold; (b) second, to the extent that the Maximum
Threshold has not been reached under the foregoing clause (a), the Common
Shares or other securities that the Trust desires to sell that can be sold
without exceeding the Maximum Threshold; (c) third, to the extent
that the Maximum Threshold has not been reached under the foregoing clauses (a) and
(b), the Common Shares or other securities for the account of other Persons
that the Trust is obligated to register pursuant to written contractual
arrangements with such Persons and that can be sold without exceeding the
Maximum Threshold; and (d) fourth, to the extent that the Maximum
Threshold has not been reached under the foregoing clauses (a), (b) and
(c), the Common Shares that other shareholders desire to sell that can be sold
without exceeding the Maximum Threshold to the extent that the Trust, in its
sole discretion, wishes to permit such sales pursuant to this clause (d).


 


A
request for an underwritten offering may be withdrawn by a Majority-in-Interest
of the Registrable Shares included in such offering prior to the consummation
thereof, and, in such event, such withdrawal shall not be treated as a request
for an underwritten offering which shall have been effected pursuant to the immediately
preceding paragraph.


 


2.1.3                            Inclusion in Resale Shelf Registration.  The Trust shall give written
notice to all Holders at least 20 Business Days prior to the anticipated filing
date of the Resale Shelf Registration Statement, which notice shall include a
questionnaire seeking information from the Holders deemed necessary or
advisable by the Trust or its counsel in order to file the Resale Shelf
Registration Statement. At the time the Resale Shelf Registration Statement is
declared effective (or becomes effective, if the Registration Statement is an automatic
shelf registration statement),
each Holder that has delivered to the Trust a duly completed and executed
questionnaire on or prior to the date which is ten Business Days prior to such
time of effectiveness shall be named as a selling shareholder in the Resale
Shelf Registration Statement and the related Prospectus in such a manner as to
permit such Holder to deliver such Prospectus to purchasers of Registrable
Securities in accordance with applicable law. Subject to the terms and
conditions hereof, after effectiveness of the Resale Shelf Registration
Statement, the Trust shall file a supplement to such Prospectus or amendment to
the Resale Shelf Registration 


 


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Statement
upon request of any Holder as necessary to name as selling shareholders therein
any Holders that provide to the Trust duly completed and executed
questionnaires and shall use commercially reasonable efforts to cause any
post-effective amendment to such Resale Shelf Registration Statement filed for
such purpose to be declared effective (if it is not an automatic
shelf registration statement) by
the Commission as promptly as reasonably practicable after the filing thereof.


 


2.1.4                            Continued Effectiveness.  The Trust shall prepare and
file such additional Registration Statements as necessary every three years (or
such other period of time as may be required to maintain continuously effective
shelf registration statements) and use its reasonable best efforts to cause
such Registration Statements to be declared effective by the Commission (if it is not
an automatic shelf registration statement) so that a shelf registration statement remains continuously effective,
subject to Section 2.2, with respect to resales of Registrable
Securities as and for the periods required under Section 2.1.1,
each such subsequent Registration Statement to constitute a Resale Shelf
Registration Statement hereunder.


 


2.2.                             Suspension of Use of Registration Statement.


 


2.2.1                            Upon prior written notice to the Holders, the Trust may suspend the use
of a Resale Shelf Registration Statement pursuant to Section 2.1 on
up to two occasions during any period of twelve consecutive months for a
reasonable time specified in the notice but not exceeding 90 days in the
aggregate during any such twelve month period (which period may not be extended
or renewed), if (i) the Board determines in good faith that permitting
sales under the Registration Statement would materially and adversely affect an
offering of securities of the Trust; (ii) a Piggy-Back Registration
(defined below) in which Holders were able to participate was completed within
the prior 90 days; or (iii) the Trust is in possession of material
non-public information and the Board determines in good faith that the
disclosure of such information during the period specified in such notice would
not be in the best interests of the Trust.


 


2.2.2                            If all reports required to be filed by the Trust pursuant to the
Exchange Act have not been filed by the required date taking into account any
permissible extension, upon written notice thereof by the Trust to the Holders,
the rights of the Holders to offer, sell or distribute any Registrable
Securities pursuant to any Registration Statement or to require the Trust to
take action with respect to the registration or sale of any Registrable
Securities pursuant to any Registration Statement shall be suspended until the
date on which the Trust has filed such reports, and the Trust shall notify the
Holders in writing as promptly as practicable when such suspension is no longer
required.


 


2.3.                             Piggy-Back
Registration.


 


2.3.1                            Piggy-Back
Rights.  At any time after August 4,
2012 (the third anniversary of the closing of the transactions under the Share
Purchase Agreement), if the Trust proposes to file a Registration Statement
under the Securities Act with respect to an offering of equity securities by
the Trust for its own account or for shareholders of the Trust for their
account and the registration form to be used may be used for any registration
of Registrable Securities or if the Trust proposes to conduct an offering at
any time after August 4, 2012 using any such Registration Statement filed
prior to August 4, 2012 for its own account or for shareholders of 


 


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the Trust, then the Trust shall (a) give
written notice of such proposed filing and/or offering to the Holders of
Registrable Securities as soon as practicable but in no event less than ten
Business Days before the anticipated filing date, which notice shall describe
the amount and type of securities to be included in such offering, the intended
method(s) of distribution, and the name of the proposed managing
underwriter(s), if any, of the offering, and (b) offer to the Holders of
Registrable Securities in such notice the opportunity to register the sale of
such number of Registrable Securities as such Holders may request in writing
within five Business Days following receipt of such notice (a “Piggy-Back
Registration”).  If at any time after
giving written notice of its intention to register any securities and prior to
the effective date of the Registration Statement filed in connection with such
registration, the Trust shall determine for any reason not to register or to
delay registration of such securities, the Trust may, at its election, give
written notice of such determination to each Holder of Registrable Securities
and, (x) in the case of a determination not to register, shall be relieved
of its obligation to register any Registrable Securities in connection with
such registration, and (y) in the case of a determination to delay
registering, shall be permitted to delay registering any Registrable Securities
for the same period as the delay in registering such other securities.  The Trust shall cause such Registrable
Securities to be included in such registration and shall use its reasonable
best efforts to cause the managing underwriter(s) of a proposed
underwritten offering to permit the Registrable Securities requested to be
included in a Piggy-Back Registration on the same terms and conditions as any
similar securities of the Trust and to permit the sale or other disposition of
such Registrable Securities in accordance with the intended method(s) of
distribution thereof.  All Holders of
Registrable Securities proposing to distribute their securities through a
Piggy-Back Registration that involves an underwriter(s) shall enter into
an underwriting agreement in reasonable and customary form with the underwriter(s) selected
for such Piggy-Back Registration and (ii) complete and execute all
questionnaires, powers-of-attorney, indemnities, opinions and other documents
reasonably required under the terms of such underwriting agreement.  No registration effected under this Section 2.3
shall relieve the Trust of its obligations to effect a Resale Shelf
Registration required by Section 2.1.


 


2.3.2                            Reduction of
Offering.  If the
managing underwriter(s) for a Piggy-Back Registration that is to be an
underwritten offering advises the Trust and the Holders of Registrable
Securities that in their opinion the dollar amount or number of Common Shares
or other securities which the Trust desires to sell, taken together with Common
Shares or other securities, if any, as to which registration has been demanded
pursuant to written contractual arrangements with third parties, the
Registrable Securities as to which registration has been requested under this Section 2.3,
and the Common Shares or other securities, if any, as to which registration has
been requested pursuant to the written contractual piggy-back registration
rights of other shareholders of the Trust, exceeds the Maximum Threshold, then
the Trust shall include in any such registration:


 


(a)                                             If the
registration is undertaken for the Trust’s account:  (i) first, the Common Shares or
other securities that the Trust desires to sell that can be sold without
exceeding the Maximum Threshold; (ii) second, to the extent that
the Maximum Threshold has not been reached under the foregoing clause (i),
the Common Shares or other securities, if any, comprised of Registrable
Securities as to which registration has been requested pursuant to the terms
hereof, Pro Rata Adjusted, that can be sold without exceeding the Maximum
Threshold; and (iii) third, to the extent that the Maximum
Threshold has not been reached under the 


 


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foregoing clauses (i) and (ii), the
Common Shares or other securities for the account of other Persons that the
Trust is obligated to register pursuant to written contractual piggy-back
registration rights with such Persons and that can be sold without exceeding
the Maximum Threshold; and


 


(b)                                            If the
registration is a “demand” registration undertaken at the demand of one
or more parties other than the Trust, (i) first, the Common Shares
or other securities for the account of such demanding parties that can be sold
without exceeding the Maximum Threshold; (ii) second, to the extent
that the Maximum Threshold has not been reached under the foregoing
clause (i), the Common Shares or other securities that the Trust desires
to sell that can be sold without exceeding the Maximum Threshold; (iii) third,
to the extent that the Maximum Threshold has not been reached under the
foregoing clauses (i) and (ii), the Common Shares or other securities, if
any, comprised of Registrable Securities as to which registration has been
requested pursuant to the terms hereof, Pro Rata Adjusted, that can be sold
without exceeding the Maximum Threshold; and (iv) fourth, to the
extent that the Maximum Threshold has not been reached under the foregoing
clauses (i), (ii) and (iii), the Common Shares or other securities,
if any, for the account of other Persons that the Trust is obligated to
register pursuant to written contractual piggy-back registration rights with
such Persons that can be sold without exceeding the Maximum Threshold.


 


2.3.3                            Withdrawal.  Any Holder of Registrable Securities may
elect to withdraw such Holder’s request for inclusion of Registrable Securities
in any Piggy-Back Registration by giving written notice to the Trust of such
request to withdraw prior to the effectiveness of the Registration Statement or
filing of a Prospectus naming such Holder as a selling shareholder, as
applicable.  The Trust (whether on its
own determination or as the result of a withdrawal by Persons making a demand
pursuant to written contractual obligations) may withdraw a Registration
Statement at any time prior to the effectiveness of the Registration Statement
without thereby incurring any liability to the Holders of Registrable
Securities.  Notwithstanding any such
withdrawal, the Trust shall pay all expenses incurred by the Holders of Registrable
Securities in connection with such Piggy-Back Registration as provided in Section 4.3.


 


3.                         Restrictions on
Public Sale by the Trust.


 


If requested by the lead underwriter(s) in
any underwritten offering, the Trust agrees not to effect any public sale or
distribution (other than, in the case of the Trust, in connection with (a) any
merger, acquisition or similar transaction that involves the public offering of
securities, (b) public sales or distributions solely by and for the
account of the Trust of securities issued pursuant to any employee benefit or
similar plan, including employee stock and stock option plans or, (c) any
dividend reinvestment plan), of any securities during the period commencing on
the date the Trust receives a request for an underwritten offering from any
Holder and continuing until 90 days after the commencement of an underwritten
offering (or for such shorter period as the lead underwriter(s) shall
request) unless earlier terminated by the lead underwriter(s) in such
underwritten offering.


 


4.                         Registration
Procedures.


 


4.1.                             Filings.  In connection with the filing of any
Registration Statement as provided in 


 


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this
Agreement, the paragraphs below shall be applicable:


 


4.1.1                            Filing
Registration Statement.  The
Trust shall (a) as expeditiously as reasonably possible prepare and file
with the Commission a Registration Statement on any form for which the Trust
then qualifies or which counsel for the Trust shall deem appropriate and which
form shall be available for the sale of all Registrable Securities to be
registered thereunder in accordance with the intended method(s) of
distribution thereof, which shall comply as to form with the requirements of
the applicable form and include all financial statements required by the SEC to
be filed therewith, (b) use its reasonable best efforts to cause such
Registration Statement to be declared (if it is not an automatic shelf
registration statement) and remain effective for the period required by Section 4.1.3,
(c) not take any action that would cause a Registration Statement to
contain a material misstatement or omission or to be not effective and usable
for resale of Registrable Securities during the period that such Registration
Statement is required to be effective and usable, (d) use its reasonable
best efforts to cause each Registration Statement and the related Prospectus
and any amendment or supplement thereto, as of the effective date of such
Registration Statement, amendment or supplement to comply in all material
respects with any requirements of the Securities Act and the rules and
regulations of the SEC and (e) cause such Registration Statement and the
related Prospectus and any amendment or supplement thereto not to contain any
untrue statement of a material fact required to be stated therein or necessary
to make the statements therein not misleading during the period that such
Registration Statement is required to be effective and usable.


 


4.1.2                            Copies.  The Trust shall, upon request, prior to
filing a Registration Statement or Prospectus in respect of Registrable
Securities, or any amendment or supplement thereto, furnish without charge to
the Holders of Registrable Securities included in such registration, any
underwriter and such Holders’ or underwriter’s legal counsel, copies of such
Registration Statement as proposed to be filed, each amendment and supplement
to such Registration Statement (in each case including all exhibits thereto and
documents incorporated by reference therein), the Prospectus included in such
Registration Statement (including each preliminary Prospectus) and such other
documents as the Holders of Registrable Securities included in such
Registration, underwriter or legal counsel for any such Holders or underwriter
may reasonably request.  Following the filing of such Registration Statement, the Trust shall
furnish to the Holders of Registrable Securities included in such registration
(in each case in an electronic format, unless otherwise required by applicable
law), without charge, such number of copies of such Registration Statement,
each amendment and supplement thereto (in each case including all exhibits
thereto and documents incorporated by reference therein), the Prospectus
included in such Registration Statement (including each preliminary Prospectus)
and such other documents as the Holders of Registrable Securities
included in such Registration, underwriter or legal counsel for any such
Holders or underwriter may reasonably request in order to
facilitate the disposition of the Registrable Securities owned by such
Holders.  Each Holder of Registrable
Securities included in the Registration Statement shall have the right to
request in writing that the Trust modify any information contained in such
Registration Statement, amendment and supplement thereto pertaining solely to
such Holder or which such counsel to Holder may reasonably request in order to
ensure that the Registration Statement complies with the Securities Act and the
rules and regulations promulgated thereunder and the Trust shall use its
reasonable best efforts to comply with such request; provided, however, that the Trust shall not have any
obligation to so modify any information if the Trust reasonably expects that so
doing would 


 


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cause the Prospectus to
contain an untrue statement of a material fact or omit to state any material
fact required to be stated therein or necessary to make the statements therein
not misleading.


 


4.1.3                            Amendments and
Supplements.  The Trust
shall prepare and file with the Commission such amendments, including
post-effective amendments, and supplements to such Registration Statement and
the Prospectus used in connection therewith as may be necessary to keep such
Registration Statement effective and in compliance with the provisions of the
Securities Act until all Registrable Securities and other securities covered by
such Registration Statement have been disposed of in accordance with the
intended method(s) of distribution set forth in such Registration Statement
or such securities have been withdrawn.


 


4.1.4                            Notification.  After the filing of a Registration Statement,
the Trust shall promptly, and in no event more than three Business Days after
such filing, notify the Holders of Registrable Securities included in such
Registration Statement of such filing, and shall further promptly notify such
Holders of the occurrence, and in no event more than three Business Days after
such occurrence of any of the following and, if requested by any Holder,
confirm such advice in writing:  (a) when
such Registration Statement becomes effective; (b) when any post-effective
amendment to such Registration Statement becomes effective; (c) the
issuance by the Commission of any stop order (and the Trust shall take all
reasonable actions required to prevent the entry of such stop order or to
remove it if entered); and (d) any request by the Commission for any
amendment or supplement to such Registration Statement or any Prospectus
relating thereto or for additional information or of the occurrence of an event
requiring the preparation of a supplement or amendment to such Prospectus so
that, as thereafter delivered to the purchasers of the securities covered by
such Registration Statement, such Prospectus will not contain an untrue statement
of a material fact or omit to state a material fact required to be stated
therein or necessary to make the statements therein not misleading, and
promptly make available to the Holders of Registrable Securities included in
such Registration Statement any such supplement or amendment; except that
before filing with the Commission a Registration Statement or Prospectus or any
amendment or supplement thereto, including documents incorporated by reference,
the Trust shall furnish to the Holders of Registrable Securities included in
such Registration Statement and to the legal counsel for any such Holders,
copies of all such documents proposed to be filed sufficiently in advance of
filing to provide such Holders and legal counsel with a reasonable opportunity
to review such documents and comment thereon, and the Trust shall not file any
Registration Statement or Prospectus or amendment or supplement thereto,
including documents incorporated by reference, to which such Holders or their
legal counsel shall reasonably object. 
The Trust shall use its reasonable best efforts to obtain the withdrawal
of any order suspending the effectiveness or qualification of a Registration
Statement or suspending or preventing the use of any related Prospectus at the
earliest possible time.


 


4.1.5                            State
Securities Laws Compliance.  The Trust shall use its reasonable best
efforts to (a) register or qualify the Registrable Securities covered by
the Registration Statement under such securities or “blue sky” laws of such
jurisdictions in the United States as the Holders of Registrable Securities
included in such Registration Statement (in light of their intended plan of
distribution) may reasonably request and (b) take such action as
reasonably necessary to cause such Registrable Securities covered by the
Registration Statement to be registered with or


 


10














 


approved by such other governmental
authorities as may be necessary by virtue of the business and operations of the
Trust and do any and all other acts and things that may be necessary or
advisable to enable the Holders of Registrable Securities included in such
Registration Statement to consummate the disposition of such Registrable
Securities in such jurisdictions; provided, however,
that the Trust shall not be required to qualify generally to do business in any
jurisdiction where it would not otherwise be required to qualify but for this
paragraph, consent to general service of process in any such jurisdiction or
subject itself to taxation in any such jurisdiction.


 


4.1.6                            Agreements for
Disposition.  The Trust
shall enter into customary agreements (including, if applicable, an
underwriting agreement in customary form) and take such other actions as are
reasonably required in order to expedite or facilitate the disposition of such
Registrable Securities.  Such Holders of
Registrable Securities shall agree to such representations, warranties,
covenants and indemnification and contribution obligations for selling
shareholders as are customarily contained in agreements of that type used by
the underwriters.


 


4.1.7                            Cooperation.  (a) The chief executive officer of the
Trust, the chief financial officer of the Trust and all other officers and
members of the management of the Trust, including applicable officers and
employees of PNMAC Capital Management, LLC, the external manager of the Trust,
shall cooperate fully in any offering of Registrable Securities hereunder,
which cooperation shall include, without limitation, the preparation of the
Registration Statement with respect to such offering and all other offering
materials and related documents, and participation in meetings with
underwriters, attorneys, accountants and potential purchasers, including
without limitation, participation in any roadshow for an underwritten offering.


 


(b)                                            The Trust
shall, upon request, furnish to the lead underwriter of an underwritten
offering of Registrable Securities, if any, without charge, at least one signed
copy of each Registration Statement and any post-effective amendment thereto,
including financial statements and schedules, all documents incorporated
therein by reference and all exhibits; and furnish to each Holder of
Registrable Securities, without charge, at least one conformed copy of each
Registration Statement and any post-effective amendment thereto (without
documents incorporated therein by reference or exhibits thereto, unless
requested) and shall cooperate with the selling Holders of Registrable
Securities and the lead underwriter of an underwritten offering of Registrable
Securities, if any, to facilitate the timely preparation and delivery of
certificates representing Registrable Securities to be sold and not bearing any
restrictive legends; and enable such Registrable Securities to be in such
denominations (consistent with the provisions of the governing documents
thereof) and registered in such names as the selling Holders or the lead
underwriter of an underwritten offering of Registrable Securities, if any, may
reasonably request at least three business days prior to any sale of
Registrable Securities.


 


4.1.8                            Records.  The Trust shall make available for inspection
by the Holders of Registrable Securities included in such Registration
Statement, any underwriter participating in any disposition pursuant to such
Registration Statement and any attorney, accountant or other professional
retained by any Holder of Registrable Securities included in such Registration
Statement or any underwriter (collectively, the “Inspectors”), all
financial and other records, pertinent corporate documents and properties of
the Trust (collectively, the “Records”) as shall 


 


11

















 


be reasonably necessary to enable them to
exercise their due diligence responsibility, and cause the Trust’s officers,
trustees and employees to supply all information reasonably requested by any of
them in connection with such Registration Statement.  Records which the Trust determines, in good
faith, to be confidential and which it notifies the Inspectors are confidential
shall not be disclosed by the Inspectors unless (i) the disclosure of such
Records is necessary to avoid or correct a misstatement or omission in such
Registration Statement or (ii) the release of such Records is ordered
pursuant to a subpoena or other order from a court of competent
jurisdiction.  Each Holder of Registrable
Securities included in such Registration Statement agrees that information
obtained by it as a result of such inspections shall be deemed confidential and
shall not be used by it as the basis for any market transactions in the
securities of the Trust unless and until such is made generally available to
the public.  Each Holder of Registrable
Securities included in such Registration Statement further agrees that it will,
upon learning that disclosure of such Records is sought in a court of competent
jurisdiction, give notice to the Trust and allow the Trust, at its expense, to
undertake appropriate action to prevent disclosure of the Records deemed
confidential.


 


4.1.9                            Opinions and
Comfort Letters.  If an
underwritten offering is effected off the Resale Shelf Registration Statement,
or if a Registration Statement in respect of Registrable Securities includes an
underwritten offering, the Trust shall furnish (a) any opinion of counsel
to the Trust delivered to any underwriter and (b) any comfort letter from
the Trust’s independent public accountants delivered to any underwriter, each
in the form reasonably requested by counsel to such underwriter and shall
furnish to each Holder of Registrable Securities included in such Registration
Statement a signed counterpart, addressed to such Holder, of any such opinion
of counsel or comfort letter.


 


4.1.10                      Earnings
Statement.  The Trust
shall make available to its shareholders, as soon as practicable but not more
than 12 months after the effective date of the Registration Statement, an
earnings statement satisfying the provisions of Section 11(a) of the
Securities Act and Rule 158 thereunder.


 


4.1.11                      Listing.  To the extent any Registrable Securities are
not then listed on an exchange, the Trust shall use its commercially reasonable
efforts to cause all Registrable Securities included in any Registration
Statement to be listed on such exchanges or otherwise designated for trading in
the same manner as similar securities issued by the Trust are then listed or
designated.


 


4.2.                             Obligation to
Suspend Distribution.  Upon
receipt of any notice from the Trust of the happening of any event of the kind
described in Section 4.1.4(d), each Holder of Registrable
Securities included in any registration shall immediately discontinue
disposition of such Registrable Securities pursuant to the Registration
Statement covering such Registrable Securities until such Holder receives the
supplemented or amended Prospectus contemplated by Section 4.1.4(d) and,
if so directed by the Trust, each such Holder will destroy all copies, other
than permanent file copies then in such Holder’s possession, of the most recent
Prospectus covering such Registrable Securities at the time of receipt of such
notice.


 


4.3.                             Registration
Expenses.  The Trust
shall pay the following costs and expenses incurred in connection with (a) any
Resale Shelf Registration pursuant to Section 2.1 and (b) any 


 


12

















 


Piggy-Back
Registration pursuant to Section 2.3, and all expenses incurred in
performing or complying with its other obligations under this Agreement,
whether or not the Registration Statement becomes effective, including, without
limitation:  (i) all registration
and filing fees; (ii) fees and expenses of compliance with securities or “blue
sky” laws (including fees and disbursements of counsel in connection with blue
sky qualifications of the Registrable Securities); (iii) printing
expenses; (iv) the fees and expenses incurred in connection with the
listing of the Registrable Securities as required by Section 4.1.11;
(v) Financial Industry Regulatory Authority, Inc. fees; (vi) fees
and disbursements of counsel for the Trust and fees and expenses for
independent public accountants retained by the Trust (including the expenses or
costs associated with the delivery of any opinions or comfort letters requested
pursuant to Section 4.1.9); (vii) the fees and expenses of any
special experts retained by the Trust in connection with such Registration; and
(viii) the reasonable fees and expenses of one legal counsel selected by
the holders of a Majority-in-Interest of the Registrable Securities included in
such Registration.  The Trust shall have
no obligation to pay any other costs or expenses in the course of the transaction
contemplated hereby, including underwriting discounts or selling commissions
attributable to the Registrable Securities being sold by the Holders thereof,
which underwriting discounts or selling commissions shall be borne by such
Holders.


 


The Trust shall have the
right to exclude any Holder that does not comply with the preceding sentence
from the applicable Registration.


 


The obligation of the Trust
to bear the expenses described in this Section 4.3 shall apply
irrespective of whether a registration becomes effective, is withdrawn or suspended,
is converted to another form of registration and irrespective of when any of
the foregoing shall occur.


 


4.4.                             Information.  In connection with the filing of any
Registration Statement covering Registrable Securities, the Holders of
Registrable Securities shall provide such information as may reasonably be
requested by the Trust in connection with the preparation of any Registration
Statement in order to effect the registration of any Registrable Securities
under the Securities Act pursuant to Section 2 and in connection
with the Trust’s obligation to comply with federal and applicable state
securities laws.  If a Holder fails to
provide such information after reasonably requested, the Trust may omit such
Holder’s Registrable Securities from such Registration Statement.


 


5.                         Indemnification
and Contribution.


 


5.1.                             Indemnification
by the Trust.  The Trust
agrees to indemnify and hold harmless to the fullest extent permitted by law
each Holder of Registrable Securities, and each of their respective officers,
employees, Affiliates, trustees, directors, partners, members, attorneys and
agents, and each Person, if any, who controls (within the meaning of Section 15
of the Securities Act or Section 20(a) of the Exchange Act) such
Holder of Registrable Securities from and against any expenses, losses,
judgments, claims, damages or liabilities (“Losses”) arising out of or
based upon any untrue statement or alleged untrue statement of a material fact
contained in any Registration Statement under which the sale of such
Registrable Securities was registered under the Securities Act, Prospectus
(including any preliminary Prospectus), or any amendment thereof or supplement
thereto, or arising out of or based upon any omission or alleged omission to
state a material fact required to be stated therein or necessary to make the
statements therein, 


 


13

















 


in
the case of the Prospectus in the light of the circumstances under which they
were made, not misleading; provided, however, that the Trust will not be liable in any such case
to any Holder to the extent that any such Loss arises out of or is based upon
any untrue statement or alleged untrue statement or omission or alleged
omission made in such Registration Statement, Prospectus, or any such amendment
thereof or supplement thereto, in reliance upon and in conformity with
information furnished to the Trust, in writing, by such Holder expressly for
use therein.


 


5.2.                             Indemnification
by Holders of Registrable Securities.  In connection with any Registration Statement
in which a Holder is participating and as a condition to such participation,
each Holder of Registrable Securities agrees, severally and not jointly, to
indemnify and hold harmless to the fullest extent permitted by law the Trust,
and each of its officers, employees, Affiliates, trustees and agents, and each
Person who controls the Trust within the meaning of the Securities Act and each
underwriter (if any), and each Person, if any, who controls such underwriter
within the meaning of the Securities Act, against any Losses, insofar as such
Losses (or actions in respect thereof) arise out of or are based upon any
untrue statement or alleged untrue statement of a material fact contained in
any Registration Statement under which the sale of such Registrable Securities
was registered under the Securities Act, Prospectus (including any preliminary
Prospectus), or any amendment thereof or supplement thereto, or arise out of or
are based upon any omission or alleged omission to state a material fact
required to be stated therein or necessary to make the statement therein, in
the case of the Prospectus in the light of the circumstances under which they
were made, not misleading, if the statement or omission was made in reliance upon
and in conformity with information furnished in writing to the Trust by such
Holder expressly for use therein.  Each
Holder’s indemnification obligations hereunder shall be several and not joint
and shall be limited to the amount of gross proceeds actually received by such
Holder from sales of Registrable Securities giving rise to such obligations.


 


Such indemnity shall remain
in full force and effect regardless of any investigation made by or on behalf
of the Trust or any Indemnified Party and shall survive
the transfer of such securities by any Holder.


 


5.3.                             Conduct of
Indemnification Proceedings.  Promptly after receipt by any Person of any
notice of any Loss or any action in respect of which indemnity may be sought
pursuant to Section 5.1 or 5.2, such Person (the “Indemnified
Party”) shall, if a claim in respect thereof is to be made against any
other Person for indemnification hereunder, notify such other Person (the “Indemnifying
Party”) in writing of the Loss or action; provided,
however, that the failure by the
Indemnified Party to notify the Indemnifying Party shall not relieve the
Indemnifying Party from any liability which the Indemnifying Party may have to
such Indemnified Party hereunder, except and solely to the extent the
Indemnifying Party is actually and materially prejudiced by such failure.  If the Indemnified Party is seeking
indemnification with respect to any claim or action brought against the
Indemnified Party, then the Indemnifying Party shall be entitled to participate
in such claim or action, and, to the extent that it wishes, jointly with all
other Indemnifying Parties, to assume control of the defense thereof with
counsel reasonably satisfactory to the Indemnified Party.  After notice from the Indemnifying Party to
the Indemnified Party of its election to assume control of the defense of such
claim or action, the Indemnifying Party shall not be liable to the Indemnified
Party for any legal or other expenses subsequently incurred by the Indemnified
Party in connection with the defense thereof other than 


 


14

















 


reasonable
costs of investigation; provided, however, that in any action in which both the Indemnified
Party and the Indemnifying Party are named as defendants or if such Indemnified
Party or parties determines in good faith that a conflict of interest exists
and that therefore it is advisable for such Indemnified Party or parties to be
represented by separate counsel or that, upon advice of counsel, there may be
legal defenses available to it or them which are different from or in addition
to those available to the Indemnifying Party, then the Indemnifying Party or
parties shall not be entitled to assume such defense and the Indemnified Party
or parties shall be entitled to separate counsel at the Indemnifying Party’s or
parties’ expense.  If an Indemnifying
Party or parties is not so entitled to assume the defense of such action or
does not assume such defense, after having received the notice referred to in
the first sentence of this paragraph, the Indemnifying Party or parties will
pay the reasonable fees and expenses of counsel for the Indemnified Party or
parties (limited in each jurisdiction to one counsel for all underwriters and
another counsel for all other Indemnified Parties under this Agreement).  The Indemnified Party shall have the right to
employ separate counsel (but no more than one such separate counsel, which firm
shall be designated in writing by those Indemnified Parties who sold a majority
of the Registrable Shares sold by all such Indemnified Parties) to represent
the Indemnified Party or parties and their respective controlling Persons who
may be subject to liability arising out of any claim in respect of which
indemnity may be sought by the Indemnified Party or parties against the
Indemnifying Party or parties, with the fees and expenses of such counsel to be
paid by such Indemnifying Party.  No
Indemnifying Party shall, without the prior written consent of any Indemnified
Party or parties, consent to entry of judgment or effect any settlement of any
claim or pending or threatened proceeding in respect of which the Indemnified
Party or parties are or could have been a party and indemnity could have been
sought hereunder by such Indemnified Party, unless such judgment or settlement
includes an unconditional release of such Indemnified Party from all liability
arising out of such claim or proceeding and does not include any statement of
admission of fault, culpability or failure to act by or on behalf of such Indemnified
Party.


 


5.4.                             Contribution.


 


5.4.1                            If the
indemnification provided for in this Section 5 is unavailable to any
Indemnified Party or insufficient to hold it harmless in respect of any Loss
referred to herein, then each such Indemnifying Party, in lieu of indemnifying
such Indemnified Party or parties, shall contribute to the amount paid or
payable by such Indemnified Party or parties as a result of such Loss in such
proportion as is appropriate to reflect the relative fault of the Indemnified
Parties and the Indemnifying Parties in connection with the actions or
omissions which resulted in such Loss, as well as any other relevant equitable
considerations.  The relative fault of
any Indemnified Party and any Indemnifying Party shall be determined by reference
to, among other things, whether the untrue or alleged untrue statement of a
material fact or the omission or alleged omission to state a material fact
relates to information supplied by such Indemnified Party or such Indemnifying
Party and the parties’ relative intent, knowledge, access to information and
opportunity to correct or prevent such statement or omission.


 


5.4.2                            The parties
agree that it would not be just and equitable if contribution pursuant to this Section 5.4
were determined by pro rata allocation
or by any other method of allocation which does not take account of the
equitable considerations referred to in the immediately preceding Section 5.4.1.


 


15

















 


5.4.3                            The amount paid
or payable by an Indemnifying Party as a result of any Loss shall be deemed to
include, subject to the limitations set forth above, any legal or other
expenses incurred by such Indemnified Party in connection with investigating or
defending any such action or claim. 
Notwithstanding the provisions of this Section 5.4, no
Holder of Registrable Securities shall be required to contribute any amount in
excess of the dollar amount by which the gross proceeds actually received by
such Holder from the sale of Registrable Securities exceeds the amount of any
damages that such Holder has otherwise been required to pay by reason of such
untrue or alleged untrue statement or omission or alleged omission.  No Person guilty of fraudulent misrepresentation
(within the meaning of Section 11(f) of the Securities Act) shall be
entitled to contribution from any Person who was not guilty of such fraudulent
misrepresentation.


 


5.4.4                            The indemnity
and contribution agreements contained in this Section 5 are in
addition to any liability which the Indemnifying Parties may otherwise have to
the Indemnified Parties hereunder, under applicable law or at equity.


 


6.                         Underwriting
and Distribution.


 


6.1.                             Rule 144.  At such times as the Trust is obligated to
file reports in compliance with either Section 13 or 15(d) of the
Exchange Act, the Trust covenants that it shall file any reports required to be
filed by it under the Securities Act or the Exchange Act and shall take such
further action as the Holders of Registrable Securities may reasonably request,
all to the extent required from time to time to enable such Holders to sell
Registrable Securities (subject to any contractual obligation of such Holders
to the contrary) without registration under the Securities Act within the
limitation of the exemptions provided by Rule 144 under the Securities
Act, as such Rules may be amended from time to time, or any similar Rule or
regulation hereafter adopted by the Commission. 
Upon the request of any Holder, the Trust will deliver to such Holder a
written statement as to whether it has complied with such requirements.


 


7.                         Miscellaneous.


 


7.1.                             Assignment; No
Third Party Beneficiaries.  This
Agreement and the rights, duties and obligations of the Trust hereunder may not
be assigned or delegated by the Trust in whole or in part.  This Agreement and the rights, duties and
obligations of the Holders of Registrable Securities hereunder may be freely
assigned or delegated by such Holder of Registrable Securities in conjunction
with and to the extent of any transfer of Registrable Securities held by any
such Holder (subject to any contractual obligation of such Holders to the
contrary).  This Agreement and the
provisions hereof shall be binding upon and shall inure to the benefit of each
of the parties hereto and their respective permitted successors and assigns; provided, however, that
no such transfer or assignment shall be binding upon or obligate the Trust to
any such assignee unless and until the Trust shall have received written notice
of such transfer or assignment as herein provided and a written agreement of
the assignee to be bound by the provisions of this Agreement.  This Agreement is not intended to confer any
rights or benefits on any Persons that are not party hereto other than as
expressly set forth in Article 5 and this Section 7.1.


 


16

















 


7.2.                             Notices. All notices,
demands, requests, consents, approvals or other communications required or
permitted to be given hereunder or which are given with respect to this Agreement
shall be in writing and shall be personally served, delivered by reputable
overnight courier service with charges prepaid, or transmitted by hand
delivery, telex or facsimile, addressed as set forth below, or to such other
address as such party shall have specified most recently by written
notice.  Notice shall be deemed given on
the date of service or transmission if personally served or transmitted by
telex or facsimile; provided, however, that if such service or transmission is not on a
Business Day or is after normal business hours, then such notice shall be
deemed given on the next Business Day. 
Notice otherwise sent as provided herein shall be deemed given on the
next Business Day following timely delivery of such notice to a reputable
overnight courier service with an order for next-day delivery.


 


	
  To the Trust:

  
	
   

  
	
  PennyMac Mortgage Investment Trust

  
	
  27001 Agoura Road, Third Floor

  
	
  Calabasas, California 91301

  
	
  Facsimile:

  	
  (818) 337-2138

  
	
  Attention:

  	
  Chief Legal Officer

  
	
   

  
	
  with a copy (which shall not constitute notice)
  to:

  
	
   

  
	
  Sidley Austin LLP

  
	
  787 Seventh Avenue

  
	
  New York, New York 10019

  
	
  Facsimile:

  	
  (212) 839-5599

  
	
  Attention:

  	
  Edward J. Fine

  
	
   

  	
  J. Gerard Cummins

  
	
   

  	
   

  
	
  To
  a Holder, at the address set forth under such Holder’s name on Schedule 1
  hereto.

  



 


7.3.                             Severability.  This Agreement shall be deemed severable, and
the invalidity or unenforceability of any term or provision hereof shall not
affect the validity or enforceability of this Agreement or of any other term or
provision hereof.  Furthermore, in lieu
of any such invalid or unenforceable term or provision, the parties hereto
intend that there shall be added as a part of this Agreement a provision as
similar in terms to such invalid or unenforceable provision as may be possible
that is valid and enforceable.


 


7.4.                             Counterparts.  This Agreement may be executed by facsimile
and in multiple counterparts, and all of which taken together shall constitute
one and the same instrument.


 


7.5.                             Entire
Agreement.  This
Agreement (including all agreements entered into pursuant hereto and all
certificates and instruments delivered pursuant hereto and thereto) constitutes
the entire agreement of the parties with respect to the subject matter hereof
and supersedes all prior and contemporaneous agreements, representations,
understandings, negotiations and discussions among the parties, whether oral or
written.


 


17

















 


7.6.                             Modifications
and Amendments.  The
provisions of this Agreement, including the provisions of this sentence, may
not be amended, modified or supplemented, and waivers or consents to departures
from the provisions hereof may not be given unless the Trust has obtained the
written consent of a Majority-In-Interest of Registrable Securities outstanding
at such time.


 


7.7.                             Titles and
Headings.  Titles and
headings of sections of this Agreement are for convenience only and shall not
affect the construction of any provision of this Agreement.


 


7.8.                             Waivers and
Extensions.  Any party
to this Agreement may waive any right, breach or default which such party has
the right to waive, provided, that
such waiver will not be effective against the waiving party unless it is in
writing, is signed by such party, and specifically refers to this
Agreement.  Waivers may be made in
advance or after the right waived has arisen or the breach or default waived
has occurred.  Any waiver may be
conditional.  No waiver of any breach of
any agreement or provision herein contained shall be deemed a waiver of any
preceding or succeeding breach thereof nor of any other agreement or provision
herein contained.  No waiver or extension
of time for performance of any obligations or acts shall be deemed a waiver or
extension of the time for performance of any other obligations or acts.


 


7.9.                             Remedies
Cumulative.  In the
event that the Trust fails to observe or perform any covenant or agreement to
be observed or performed under this Agreement, each Holder of Registrable
Securities may proceed to protect and enforce its rights by suit in equity or
action at law, whether for specific performance of any term contained in this
Agreement or for an injunction against the breach of any such term or in aid of
the exercise of any power granted in this Agreement or to enforce any other
legal or equitable right, or to take any one or more of such actions, without
being required to post a bond.  None of
the rights, powers or remedies conferred under this Agreement shall be mutually
exclusive, and each such right, power or remedy shall be cumulative and in
addition to any other right, power or remedy, whether conferred by this
Agreement or now or hereafter available at law, in equity, by statute or
otherwise.


 


7.10.                       Waiver of Trial
by Jury.  EACH PARTY HERETO HEREBY
IRREVOCABLY AND UNCONDITIONALLY WAIVES THE RIGHT TO A TRIAL BY JURY IN ANY
ACTION, SUIT, COUNTERCLAIM OR OTHER PROCEEDING (WHETHER BASED ON CONTRACT, TORT
OR OTHERWISE) ARISING OUT OF, CONNECTED WITH OR RELATING TO THIS AGREEMENT, THE
TRANSACTIONS CONTEMPLATED HEREBY, OR THE ACTIONS OF ANY HOLDER IN THE NEGOTIATION,
ADMINISTRATION, PERFORMANCE OR ENFORCEMENT HEREOF.


 


7.11.                       Governing Law;
Jurisdiction.  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.  Any suit, action or proceeding seeking to
enforce any provision of, or based on any matter arising out of or in
connection with, this Agreement or the transactions contemplated hereby may be
brought in any federal or state court located in the State of New York, and each
of the parties hereby consents to the jurisdiction of such courts (and of the
appropriate appellate courts therefrom) in any such suit, action or proceeding
and irrevocably waives, to the fullest extent permitted by law, any objection
which it may now or hereafter have to the laying of the venue of any such suit,
action or proceeding in any such court or that any such suit, action or
proceeding 


 


18

















 


which is brought in any such
court has been brought in an inconvenient forum.  Process in any such suit, action or
proceeding may be served on any party anywhere in the world, whether within or
without the jurisdiction of any such court. 
Without limiting the foregoing, each party agrees that service of
process on such party as provided in Section 7.2 shall be deemed
effective service of process on such party.


 


7.12.                       Other
Registration Rights.  Should the
Trust grant any new registration rights to any other Person, or amend or modify
the registration rights of any Person in such a way to make such registration
rights more favorable to one Person than to another Person, the registration
rights granted under this Agreement shall be automatically amended so as to be
not less favorable to any Holder than those granted to such other Person;
provided, however, that this provision shall under no circumstances require the
registration of any Registrable Securities prior to the time contemplated by
this Agreement.


 


7.13.                       Specific
Performance.  The parties
hereto acknowledge that there would be no adequate remedy at law if any party
fails to perform in any material respect any of its obligations hereunder, and
accordingly agree that each party, in addition to any other remedy to which it
may be entitled at law or in equity, shall be entitled to compel specific
performance of the obligations of any other party under this Agreement in
accordance with the terms and conditions of this Agreement in any court of the
United States or any State thereof having jurisdiction.


 


7.14.                       Expenses.  Except as otherwise provided for herein or
otherwise agreed to in writing by the parties, all costs and expenses incurred
in connection with the preparation of this Agreement shall be paid by the
Trust.


 


7.15.                       Holdback
Agreement.  In
connection with an underwritten primary or secondary offering to the public,
each Holder of Registrable Securities agrees, subject to any exceptions that
may be agreed upon at the time of such offering, not to sell or otherwise
transfer or dispose of any Registrable Securities (or other securities) of the
Trust held by them (other than Registrable Securities included in such offering
in accordance with the terms hereof) for a period equal to the lesser of
45 days following the effective date of a Registration Statement of the
Trust filed under the Securities Act or such shorter period as the managing
underwriter(s) shall agree to; provided, that
such Holder owns more than 10% of the outstanding Common Shares of the Trust
and all other shareholders who own more than 10% of the outstanding Common
Shares of the Trust and all officers and trustees of the Trust enter into
similar agreements.  Such agreement shall
be in writing in form reasonably satisfactory to the Trust and the managing underwriter.  The Trust may impose stop-transfer
instructions with respect to the Registrable Securities (or other securities of
the Trust) subject to the foregoing restriction until the end of said period.


 


[Remainder of page intentionally left blank]


 


19

















 


IN WITNESS WHEREOF, the
parties have caused this Registration Rights Agreement to be executed and
delivered as of the date first written above.


 


	
   

  	
  PENNYMAC MORTGAGE INVESTMENT TRUST

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Jeff Grogin

  
	
   

  	
   

  	
  Name: Jeff Grogin

  
	
   

  	
   

  	
  Title: Chief Legal Officer and Secretary

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  /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

  



 


 


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