PENNYMAC MORTGAGE INVESTMENT TRUST (a Maryland real estate investment trust) 15,000,000 Common Shares of Beneficial Interest PURCHASE AGREEMENTPurchase Agreement • August 22nd, 2012 • PennyMac Mortgage Investment Trust • Real estate investment trusts • New York
indirect benefit of the undersigned or the immediate family of the undersigned; (v) to any corporation, partnership, limited liability company or other entity to the extent such entity is wholly owned by the undersigned and/or members of the immediate family of the undersigned; (vi) to the shareholders, partners or members of the entities to which Lock-Up Securities were transferred under clause (v); or (vii) as forfeitures of Lock-Up Securities to satisfy tax withholding obligations of the undersigned in connection with the vesting of equity awards acquired by the undersigned pursuant to the Company’s 2009 Equity Incentive Plan; provided, however, in the case of clauses (i), (ii), (iii), (iv), (v) or (vi), it shall be a pre-condition to such transfer that (a) the transferee or donee executes and delivers to the Underwriters a lock-up agreement in the form hereof for the remainder of the 30-day lock-up period, (b) no filing by any party (transferor, transferee, donor or donee) under th
