PENNYMAC MORTGAGE INVESTMENT TRUST (a Maryland real estate investment trust) 10,000,000 Common Shares of Beneficial Interest PURCHASE AGREEMENTPurchase Agreement • May 11th, 2012 • PennyMac Mortgage Investment Trust • Real estate investment trusts • New York
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 the Securities Exchange Act of 1934 (the “1934 Act”) shall be required or shall be voluntarily made in connection with such transfer or distribution (other than a filing on a
