Exhibit
10.1


 


REGISTRATION
RIGHTS AGREEMENT


 


This REGISTRATION RIGHTS
AGREEMENT is entered into as of [·], 2009 by and
among PennyMac Mortgage Investment Trust, a Maryland real estate investment
trust (the “Trust”), Stanford L. Kurland, David A. Spector, BlackRock
Holdco II, 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 [·], 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 [·], 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 [·], 2012 using
any such Registration Statement filed prior to [·], 2012 for its own account or for shareholders of the
Trust, then the 


 


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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.


 


7.2.          Notices. All notices,
demands, requests, consents, approvals or other 


 


16

















 


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.


 


7.6.          Modifications
and Amendments.  The
provisions of this Agreement, including the 


 


17

















 


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 which is brought in any such court has
been brought in an inconvenient forum. 
Process in any 


 


18

















 


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:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Stanford L. Kurland

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  David A. Spector

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  BLACKROCK HOLDCO II, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
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  HIGHFIELDS CAPITAL INVESTMENTS LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
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  PRIVATE NATIONAL MORTGAGE ACCEPTANCE COMPANY, LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
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