REGISTERED UNDER THE SECURITIES ACT AND QUALIFIED UNDER STATE LAW OR UNLESS AN
EXEMPTION FROM SUCH REGISTRATION AND SUCH QUALIFICATION IS AVAILABLE.
4.6
SUCH PURCHASER (I) IS SUFFICIENTLY EXPERIENCED IN FINANCIAL AND
BUSINESS MATTERS TO BE CAPABLE OF EVALUATING THE MERITS AND RISKS INVOLVED IN
PURCHASING THE PRIVATE PLACEMENT COMMON SHARES AND TO MAKE AN INFORMED DECISION
RELATING THERETO, (II) HAS THE ABILITY TO BEAR THE ECONOMIC RISK OF SUCH
PURCHASER'S PROSPECTIVE INVESTMENT IN THE PRIVATE PLACEMENT COMMON SHARES AND
(III) HAS NOT BEEN OFFERED THE PRIVATE PLACEMENT COMMON SHARES BY ANY FORM OF
ADVERTISEMENT, ARTICLE, NOTICE OR OTHER COMMUNICATION PUBLISHED IN ANY
NEWSPAPER, MAGAZINE, OR SIMILAR MEDIUM; OR BROADCAST OVER TELEVISION OR RADIO;
OR ANY SEMINAR OR MEETING WHOSE ATTENDEES HAVE BEEN INVITED BY ANY SUCH MEDIUM.
SUCH PURCHASER (I) HAS BEEN FURNISHED WITH THE MATERIALS RELATING TO THE
BUSINESS, OPERATIONS, FINANCIAL CONDITION, ASSETS AND LIABILITIES OF THE TRUST
AND OTHER MATTERS RELEVANT TO SUCH PURCHASER'S INVESTMENT IN THE PRIVATE
PLACEMENT COMMON SHARES, WHICH HAVE BEEN REQUESTED BY SUCH PURCHASER AND (II)
SUCH PURCHASER HAS HAD ADEQUATE OPPORTUNITY TO ASK QUESTIONS OF, AND RECEIVE
ANSWERS FROM, THE OFFICERS, EMPLOYEES, AGENTS, ACCOUNTANTS AND REPRESENTATIVES
OF THE TRUST CONCERNING THE BUSINESS, OPERATIONS, FINANCIAL CONDITION, ASSETS
AND LIABILITIES OF THE TRUST AND ALL OTHER MATTERS RELEVANT TO ITS INVESTMENT IN
THE PRIVATE PLACEMENT COMMON SHARES.
4.7
SUCH PURCHASER HAS A SUBSTANTIVE, PRE-EXISTING RELATIONSHIP WITH
THE TRUST AND WAS DIRECTLY CONTACTED BY THE TRUST OR ITS AGENTS OUTSIDE THE IPO
EFFORT.
SUCH PURCHASER (I) WAS NOT IDENTIFIED OR CONTACTED THROUGH THE
MARKETING OF THE IPO AND (II) DID NOT INDEPENDENTLY CONTACT THE TRUST AS A
RESULT OF THE GENERAL SOLICITATION BY MEANS OF THE REGISTRATION STATEMENT.
4.8
SUCH PURCHASER HAS NOT INCURRED ANY LIABILITY FOR ANY FINDER'S
FEES OR SIMILAR PAYMENTS IN CONNECTION WITH THE TRANSACTIONS HEREIN
CONTEMPLATED.
4.9
SUCH PURCHASER WILL HAVE AVAILABLE AT THE CLOSING SUFFICIENT FUNDS
TO ACQUIRE THE PRIVATE PLACEMENT COMMON SHARES TO BE PURCHASED BY SUCH PURCHASER
PURSUANT TO THIS AGREEMENT.
5.
LOCK-UP AGREEMENTS.
EACH PURCHASER SHALL ENTER INTO A SEPARATE
LOCK-UP AGREEMENT WITH THE UNDERWRITERS (THE "UNDERWRITERS") OF THE COMMON
SHARES BEING OFFERED IN THE IPO, SUBSTANTIALLY IN THE FORM OF EXHIBIT A HERETO,
AT OR PRIOR TO THE DATE ON WHICH THE UNDERWRITING AGREEMENT TO BE ENTERED INTO
BY THE TRUST, PENNYMAC OPERATING PARTNERSHIP, L.P., PNMAC CAPITAL MANAGEMENT,
LLC AND THE UNDERWRITERS FOR THE OFFER OF SUCH COMMON SHARES IN THE IPO IS
EXECUTED.
5
6.
PUBLIC ANNOUNCEMENTS.
EXCEPT AS MAY BE REQUIRED BY APPLICABLE
LAW, NO PARTY HERETO SHALL MAKE ANY PUBLIC ANNOUNCEMENTS OR OTHERWISE
COMMUNICATE WITH ANY NEWS MEDIA WITH RESPECT TO THIS AGREEMENT OR ANY OF THE
TRANSACTIONS CONTEMPLATED HEREBY, WITHOUT PRIOR CONSULTATION WITH THE OTHER
PARTIES AS TO THE TIMING AND CONTENTS OF ANY SUCH ANNOUNCEMENT OR
COMMUNICATIONS; PROVIDED, HOWEVER, THAT NOTHING CONTAINED HEREIN SHALL PREVENT
ANY PARTY FROM PROMPTLY MAKING ALL FILINGS WITH ANY GOVERNMENTAL ENTITY OR
DISCLOSURES WITH THE STOCK EXCHANGE, IF ANY, ON WHICH SUCH PARTY'S CAPITAL STOCK