0001047469-13-004003 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • April 5th, 2013 • Pennymac Financial Services, Inc. • Mortgage bankers & loan correspondents • Delaware

This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [ ], 2013, among PennyMac Financial Services, Inc., a Delaware corporation (the “Corporation”), and the Holders (as defined herein).

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STOCKHOLDER AGREEMENT
Stockholder Agreement • April 5th, 2013 • Pennymac Financial Services, Inc. • Mortgage bankers & loan correspondents • Delaware

This STOCKHOLDER AGREEMENT (this “Agreement”), dated as of , 2013, is by and between PennyMac Financial Services, Inc., a Delaware corporation (the “Company”), and BlackRock Mortgage Ventures, LLC, a Delaware limited liability company (“BlackRock”).

FOURTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF PRIVATE NATIONAL MORTGAGE ACCEPTANCE COMPANY, LLC
Limited Liability Company Agreement • April 5th, 2013 • Pennymac Financial Services, Inc. • Mortgage bankers & loan correspondents • Delaware

This FOURTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of Private National Mortgage Acceptance Company, LLC (the “Company”), is entered into as of [ ], 2013 (the “Effective Date”), by and among each of the Members, and such other Persons as may become parties to this Agreement and be admitted as Members in accordance with the provisions hereof from time to time (each a “Member” and collectively, the “Members”). Certain capitalized terms used in this Agreement are defined in Article I below.

PENNYMAC FINANCIAL SERVICES, INC. INDEMNIFICATION AGREEMENT
Indemnification Agreement • April 5th, 2013 • Pennymac Financial Services, Inc. • Mortgage bankers & loan correspondents • Delaware

This Agreement is made as of the [ ] day of [ ] 2013, by and between PennyMac Financial Services, Inc., a Delaware corporation (the “Corporation”), and [ ] (the “Indemnitee”), a director or officer of the Corporation (this “Agreement”).

TAX RECEIVABLE AGREEMENT
Tax Receivable Agreement • April 5th, 2013 • Pennymac Financial Services, Inc. • Mortgage bankers & loan correspondents • Delaware

This TAX RECEIVABLE AGREEMENT (as amended from time to time, this “Agreement”), dated as of [ ], 2013, is hereby entered into by and among PennyMac Financial Services, Inc., a Delaware corporation (the “Corporation”), Private National Mortgage Acceptance Company, LLC, a Delaware limited liability company (“PMLLC”), and each of the Members.

EXCHANGE AGREEMENT
Exchange Agreement • April 5th, 2013 • Pennymac Financial Services, Inc. • Mortgage bankers & loan correspondents • Delaware

EXCHANGE AGREEMENT (this “Agreement”), dated as of [ ], 2013, among PennyMac Financial Services, Inc., a Delaware corporation (the “Corporation”), Private National Mortgage Acceptance Company, LLC, a Delaware limited liability company (the “Company”), and the Company Unitholders (as defined herein).

STOCKHOLDER AGREEMENT
Stockholder Agreement • April 5th, 2013 • Pennymac Financial Services, Inc. • Mortgage bankers & loan correspondents • Delaware

This STOCKHOLDER AGREEMENT (this “Agreement”), dated as of , 2013, is by and between PennyMac Financial Services, Inc., a Delaware corporation (the “Company”), and HC Partners LLC, a Delaware limited liability company (“HCP”).

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