Exhibit 10.6
PENNYMAC MORTGAGE INVESTMENT TRUST
SHARE PURCHASE AGREEMENT
SHARE PURCHASE AGREEMENT (this "Agreement") made as of this 29th day of July,
2009, by and among PennyMac Mortgage Investment Trust, a Maryland real estate
investment trust (the "Trust"), Stanford L. Kurland, David A. Spector, BlackRock
Holdco 2, Inc., a Delaware corporation ("BlackRock"), Highfields Capital
Investments LLC, a Delaware limited liability company ("Highfields"), and
Private National Mortgage Acceptance Company, LLC, a Delaware limited liability
company ("PNMAC").
For purposes of this Agreement, each of Stanford L. Kurland,
David A. Spector, BlackRock, Highfields and PNMAC shall be referred to
individually as a "Purchaser" and collectively as the "Purchasers."
WHEREAS, the Trust has filed a registration statement on Form S-11 (No.
333-159460) (as heretofore amended, the "Registration Statement") under the
Securities Act of 1933, as amended (the "Securities Act"), with the Securities
and Exchange Commission in connection with a proposed initial public offering
(the "IPO") of common shares of beneficial interest of the Trust, par value
$0.01 per share (the "Common Shares"); and
WHEREAS, concurrent with the consummation of the IPO, the Trust desires to issue
and sell, and each Purchaser desires to purchase, severally and not jointly,
upon the terms and conditions set forth in this Agreement, Common Shares as
provided in this Agreement;
NOW, THEREFORE, for and in consideration of the premises and the mutual
covenants hereinafter set forth, the parties hereto do hereby agree as follows:
1.
SALE AND PURCHASE OF PRIVATE PLACEMENT COMMON SHARES.
SUBJECT TO
AND CONCURRENT WITH THE CONSUMMATION OF THE IPO, THE TRUST AGREES TO ISSUE AND
SELL TO EACH PURCHASER, AND EACH PURCHASER, SEVERALLY AND NOT JOINTLY, HEREBY
AGREES TO PURCHASE FROM THE TRUST A NUMBER OF COMMON SHARES EQUAL TO THE PRODUCT
OF (X) THE NUMBER OF COMMON SHARES SOLD TO THE PUBLIC IN THE IPO, EXCLUDING ANY
COMMON SHARES THAT MAY BE SOLD PURSUANT TO THE EXERCISE BY THE UNDERWRITERS (AS
DEFINED BELOW) OF THEIR OVERALLOTMENT OPTION, MULTIPLIED BY (Y) THE PERCENTAGE
SET FORTH OPPOSITE SUCH PURCHASER'S NAME ON SCHEDULE A HERETO (AS TO EACH
PURCHASER, THE "PRIVATE PLACEMENT COMMON SHARES") FOR AN AGGREGATE PURCHASE
PRICE EQUAL TO THE PRODUCT OF (I) $20.00 PER SHARE (WHICH EQUALS THE PRICE PER
SHARE OF COMMON SHARES SOLD IN THE IPO, WITHOUT THE PAYMENT OF ANY UNDERWRITING
DISCOUNT) MULTIPLIED BY (II) SUCH PURCHASER'S PRIVATE PLACEMENT COMMON SHARES
(SUCH PRODUCT AS TO EACH PURCHASER BEING REFERRED TO HEREIN AS THE "PURCHASE
PRICE").
NOTWITHSTANDING THE FOREGOING, THE PARTIES HERETO ACKNOWLEDGE AND
AGREE THAT IN NO EVENT SHALL THE AGGREGATE PURCHASE PRICE PAYABLE BY EACH
PURCHASER EXCEED THE AMOUNT SET FORTH OPPOSITE SUCH PURCHASER'S NAME ON SCHEDULE
A HERETO.
2.
CLOSING.
THE CLOSING OF THE PURCHASE AND SALE OF THE PRIVATE
PLACEMENT COMMON SHARES HEREUNDER, INCLUDING EACH PURCHASER'S PAYMENT FOR AND
DELIVERY OF ITS PRIVATE PLACEMENT COMMON SHARES, WILL TAKE PLACE AT THE OFFICES
OF THE TRUST OR THE TRUST'S LEGAL COUNSEL CONCURRENTLY WITH, AND SHALL BE
SUBJECT TO, THE COMPLETION OF THE IPO (THE "CLOSING").
AT THE CLOSING, THE