Exhibit 10.3


 


REGISTRATION RIGHTS AGREEMENT


 


REGISTRATION RIGHTS
AGREEMENT (the “Agreement”) is dated as of June 30, 2015 and is made by and among ConnectOne Bancorp, Inc.,
a New Jersey corporation (the “Company”), and the purchasers named in Schedule 1 to the Purchase
Agreement (as defined below) (collectively, the “Purchasers”).


 


This Agreement is made
pursuant to the Subordinated Note Purchase Agreement dated June 30, 2015 by and among the Company and the Purchasers (the “Purchase
Agreement”), which provides for the sale by the Company to the Purchasers of $50,000,000 aggregate principal amount of
the Company’s 5.75% Fixed to Floating Rate Subordinated Notes due 2025, which were issued on June 30, 2015 (the “Subordinated
Notes”). In order to induce the Purchasers to enter into the Purchase Agreement and in satisfaction of a condition to
the Purchasers’ obligations thereunder, the Company has agreed to provide to the Purchasers and their respective direct and
indirect transferees and assigns the registration rights set forth in this Agreement. The execution and delivery of this Agreement
is a condition to the closing under the Purchase Agreement.


 


In consideration of
the foregoing, the parties hereto agree as follows:


 


1.        Definitions.
As used in this Agreement, the following capitalized defined terms shall have the following meanings:


 


“1933 Act”
shall mean the Securities Act of 1933, as amended from time to time, and the rules and regulations of the SEC promulgated thereunder.


 


“1934 Act”
shall mean the Securities Exchange Act of 1934, as amended from time to time, and the rules and regulations of the SEC promulgated
thereunder.


 


“Additional
Interest” shall have the meaning set forth in Section 2(e) hereof.


 


“Agreement”
shall have the meaning set forth in the preamble to this Agreement.


 


“Closing Date”
shall mean June 30, 2015.


 


“Company”
shall have the meaning set forth in the preamble to this Agreement and also includes the Company’s successors.


 


“Depositary“
shall mean The Depository Trust Company, or any other depositary appointed by the Company, including any agent thereof; provided,
however, that any such depositary must at all times have an address in the Borough of Manhattan, The City of New York.


 


“Event Date”
shall have the meaning set forth in Section 2(e).


 


“Exchange
Offer” shall mean the exchange offer by the Company of Exchange Securities for Registrable Securities pursuant to Section
2(a) hereof.


 


“Exchange
Offer Registration” shall mean a registration under the 1933 Act effected pursuant to Section 2(a) hereof.


 


“Exchange
Offer Registration Statement” shall mean an exchange offer registration statement on Form S-4 (or, if applicable, on
another appropriate form) covering the Registrable Securities, and all



    	 



    	



    


amendments and supplements to such registration
statement, in each case including the Prospectus contained therein, all exhibits thereto and all material incorporated or deemed
to be incorporated by reference therein.


 


“Exchange
Securities” shall mean the 5.75% Fixed to Floating Rate Subordinated Notes due 2025 issued by the Company under the Indenture
containing terms identical to the Subordinated Notes (except that (i) interest thereon shall accrue from the last date to which
interest has been paid or duly provided for on the Subordinated Notes or, if no such interest has been paid or duly provided for,
from the Interest Accrual Date, (ii) provisions relating to an increase in the stated rate of interest thereon upon the occurrence
of a Registration Default shall be eliminated, (iii) the transfer restrictions and legends relating to restrictions on ownership
and transfer thereof as a result of the issuance of the Subordinated Notes without registration under the 1933 Act shall be eliminated,
(iv) the denominations thereof shall be $1,000 and integral multiples of $1,000 and (v) all of the Exchange Securities will be
represented by one or more global Exchange Securities in book-entry form unless exchanged for Exchange Securities in definitive
certificated form under the circumstances provided in the Indenture to be offered to Holders of Registrable Securities in exchange
for Registrable Securities pursuant to the Exchange Offer).


 


“FINRA”
shall mean the Financial Industry Regulatory Authority, Inc.


 


“Holders”
shall mean (i) the Purchasers, for so long as they own any Registrable Securities, and each of their respective successors, assigns
and direct and indirect transferees who become registered owners of Registrable Securities under the Indenture and (ii) each Participating
Broker-Dealer that holds Exchange Securities for so long as such Participating Broker-Dealer is required to deliver a prospectus
meeting the requirements of the 1933 Act in connection with any resale of such Exchange Securities.


 


“Indenture”
shall mean the indenture, dated as of June 30, 2015, by and between the Company and U.S. Bank National Association, as trustee,
as the same may be amended or supplemented from time to time in accordance with the terms thereof.


 


“Interest
Accrual Date” means June 30, 2015.


 


“Majority
Holders” shall mean the Holders of a majority of the aggregate principal amount of Registrable Securities outstanding,
excluding Exchange Securities referred to in clause (ii) of the definition of “Holders” above; provided
that whenever the consent or approval of Holders of a specified percentage of Registrable Securities or Exchange Securities is
required hereunder, Registrable Securities and Exchange Securities held by the Company or any of its affiliates (as such term is
defined in Rule 405 under the 1933 Act) shall be disregarded in determining whether such consent or approval was given by the Holders
of such required percentage.


 


“Notifying
Broker-Dealer” shall have the meaning set forth in Section 3(f).


 


“Participating
Broker-Dealer” shall have the meaning set forth in Section 3(f).


 


“Person”
shall mean an individual, partnership, joint venture, limited liability company, corporation, trust or unincorporated organization,
or a government or agency or political subdivision thereof.


 


“Prospectus”
shall mean the prospectus included in a Registration Statement, including any preliminary prospectus, and any such prospectus as
amended or supplemented by any prospectus supplement, including a prospectus supplement with respect to the terms of the offering
of any portion of the Registrable Securities covered by a Shelf Registration Statement, and by all other amendments and



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supplements to a prospectus, including
post-effective amendments, and in each case including all material incorporated or deemed to be incorporated by reference therein.


 


“Purchase
Agreement” shall have the meaning set forth in the preamble to this Agreement.


 


“Purchasers”
shall have the meaning set forth in the preamble of this Agreement.


 


“Registrable
Securities” shall mean the Subordinated Notes; provided, however, that any Subordinated Notes shall cease
to be Registrable Securities when (i) a Registration Statement with respect to such Subordinated Notes shall have been declared
effective under the 1933 Act and such Subordinated Notes shall have been disposed of pursuant to such Registration Statement, (ii)
such Subordinated Notes shall have been sold to the public pursuant to Rule 144 (or any similar provision then in force, but not
Rule 144A) under the 1933 Act, (iii) such Subordinated Notes shall have ceased to be outstanding, or (iv) such Subordinated Notes
have been exchanged for Exchange Securities which have been registered pursuant to the Exchange Offer Registration Statement upon
consummation of the Exchange Offer unless, in the case of any Exchange Securities referred to in this clause (iv), such Exchange
Securities are held by Participating Broker-Dealers or otherwise are not freely tradable without any limitations or restrictions
under the 1933 Act (in which case such Exchange Securities will be deemed to be Registrable Securities until such time as such
Exchange Securities are sold to a purchaser in whose hands such Exchange Securities are freely tradeable without any limitations
or restrictions under the 1933 Act).


 


“Registration
Default” shall have the meaning set forth in Section 2(e).


 


“Registration
Expenses” shall mean any and all expenses incident to performance of or compliance by the Company with this Agreement,
including without limitation: (i) all SEC, stock exchange or FINRA registration and filing fees, (ii) all fees and expenses incurred
in connection with compliance with state or other securities or blue sky laws and compliance with the rules of FINRA (including
reasonable fees and disbursements of counsel for any underwriters or Holders in connection with qualification of any of the Exchange
Securities or Registrable Securities under state or other securities or blue sky laws and any filing with and review by FINRA),
(iii) all expenses of any Persons in preparing, printing and distributing any Registration Statement, any Prospectus, any amendments
or supplements thereto, any underwriting agreements, securities sales agreements, certificates representing the Subordinated Notes
or Exchange Securities and other documents relating to the performance of and compliance with this Agreement, (iv) all rating agency
fees, (v) all fees and expenses incurred in connection with the listing, if any, of any of the Subordinated Notes or Exchange Securities
on any securities exchange or exchanges or on any quotation system, (vi) all fees and disbursements relating to the qualification
of the Indenture under applicable securities laws, (vii) the fees and disbursements of counsel for the Company and the fees and
expenses of independent public accountants for the Company or for any other Person, business or assets whose financial statements
are included in any Registration Statement or Prospectus, including the expenses of any special audits or “cold comfort”
letters required by or incident to such performance and compliance, (viii) the fees and expenses of a “qualified independent
underwriter” as defined by FINRA Rule 5121 (if required by FINRA rules) and the fees and disbursements of its counsel, (ix)
the fees and expenses of the Trustee, any registrar, any depositary, any paying agent, any escrow agent or any custodian, in each
case including fees and disbursements of their respective counsel, and (x) in the case of an underwritten offering, any fees and
disbursements of the underwriters customarily paid by issuers or sellers of securities and the fees and expenses of any special
experts retained by the Company in connection with any Registration Statement but excluding (except as otherwise provided herein)
fees of counsel to the underwriters or the Holders and underwriting discounts and commissions and transfer taxes, if any, relating
to the sale or disposition of Registrable Securities by a Holder.



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“Registration
Statement” shall mean any registration statement of the Company relating to any offering of the Exchange Securities or
Registrable Securities pursuant to the provisions of this Agreement (including, without limitation, any Exchange Offer Registration
Statement and any Shelf Registration Statement), and all amendments and supplements to any such Registration Statement, including
post-effective amendments, in each case including the Prospectus contained therein, all exhibits thereto and all material incorporated
or deemed to be incorporated by reference therein.


 


“SEC”
shall mean the Securities and Exchange Commission or any successor thereto.


 


“Shelf Registration”
shall mean a registration effected pursuant to Section 2(b) hereof.


 


“Shelf Registration
Statement” shall mean a “shelf” registration statement of the Company pursuant to the provisions of Section
2(b) of this Agreement which covers all of the Registrable Securities, as the case may be, on an appropriate form under Rule
415 under the 1933 Act, or any similar rule that may be adopted by the SEC, and all amendments and supplements to such registration
statement, including post-effective amendments, in each case including the Prospectus contained therein, all exhibits thereto and
all material incorporated or deemed to be incorporated by reference therein.


 


“Subordinated
Notes” shall have the meaning set forth in the preamble to this Agreement.


 


“TIA”
shall mean the Trust Indenture Act of 1939, as amended from time to time, and the rules and regulations of the SEC promulgated
thereunder.


 


“Trustee”
shall mean the trustee with respect to the Subordinated Notes and the Exchange Securities under the Indenture.


 


“Underwriters”
shall have the meaning set forth in Section 5(a).


 


For purposes of this
Agreement, (i) all references in this Agreement to any Registration Statement, preliminary prospectus or Prospectus or any amendment
or supplement to any of the foregoing shall be deemed to include the copy filed with the SEC pursuant to its Electronic Data Gathering,
Analysis and Retrieval system; (ii) all references in this Agreement to financial statements and schedules and other information
which is “contained,” “included” or “stated” in any Registration Statement, preliminary prospectus
or Prospectus (or other references of like import) shall be deemed to mean and include all such financial statements and schedules
and other information which is incorporated or deemed to be incorporated by reference in such Registration Statement, preliminary
prospectus or Prospectus, as the case may be; (iii) all references in this Agreement to amendments or supplements to any Registration
Statement, preliminary prospectus or Prospectus shall be deemed to mean and include the filing of any document under the 1934 Act
which is incorporated or deemed to be incorporated by reference in such Registration Statement, preliminary prospectus or Prospectus,
as the case may be; (iv) all references in this Agreement to Rule 144, Rule 144A, Rule 405 or Rule 415 under the 1933 Act, and
all references to any sections or subsections thereof or terms defined therein, shall in each case include any successor provisions
thereto; and (v) all references in this Agreement to days (but not to business days) shall mean calendar days.


 


2.        Registration
Under the 1933 Act.


 


(a)      Exchange
Offer Registration. The Company shall (A) file
with the SEC on or prior to the 90th day after the Closing
Date an Exchange Offer Registration Statement covering the offer by the Company
to the Holders to exchange all of the Registrable
Securities for a like aggregate principal amount of Exchange Securities, (B)
use its reasonable best efforts to cause such Exchange Offer



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Registration Statement to be declared effective
by the SEC no later than the 120th day after the Closing Date, (C) use its reasonable best efforts to cause such Registration
Statement to remain effective until the closing of the Exchange Offer and (D) use its reasonable best efforts to consummate the
Exchange Offer no later than 45 days after the effective date of the Exchange Offer Registration Statement. Upon the effectiveness
of the Exchange Offer Registration Statement, the Company shall promptly commence the Exchange Offer, it being the objective of
such Exchange Offer to enable each Holder eligible and electing to exchange Registrable Securities for Exchange Securities (assuming
that such Holder is not an affiliate of the Company within the meaning of Rule 405 under the 1933 Act, acquires the Exchange Securities
in the ordinary course of such Holder’s business and has no arrangements or understandings with any Person to participate
in the Exchange Offer for the purpose of distributing such Exchange Securities) to trade such Exchange Securities from and after
their receipt without any limitations or restrictions under the 1933 Act or under the securities or blue sky laws of the states
of the United States.


 


In connection with
the Exchange Offer, the Company shall:


 


(i)       promptly
mail to each Holder a copy of the Prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate
letter of transmittal and related documents;


 


(ii)      keep
the Exchange Offer open for not less than 20 business days (or longer if required by applicable law) after the date notice thereof
is mailed to the Holders and, during the Exchange Offer, offer to all Holders who are legally eligible to participate in the Exchange
Offer the opportunity to exchange their Registrable Securities for Exchange Securities;


 


(iii)     use
the services of a depositary with an address in the Borough of Manhattan, The City of New York for the Exchange Offer;


 


(iv)     permit
Holders to withdraw tendered Registrable Securities at any time prior to the close of business, Englewood Cliffs, New Jersey time,
on the last business day on which the Exchange Offer shall remain open, by sending to the institution specified in the Prospectus
or the related letter of transmittal or related documents a telegram, telex, facsimile transmission or letter setting forth the
name of such Holder, the principal amount of Registrable Securities delivered for exchange, and a statement that such Holder is
withdrawing its election to have such Subordinated Notes exchanged;


 


(v)      notify
each Holder that any Registrable Security not tendered will remain outstanding and continue to accrue interest, but will not retain
any rights under this Agreement (except in the case of Participating Broker-Dealers as provided herein); and


 


(vi)     otherwise
comply in all material respects with all applicable laws relating to the Exchange Offer.


 


The Exchange Securities
shall be issued under the Indenture, which shall be qualified under the TIA. The Indenture shall provide that the Exchange Securities
and the Subordinated Notes shall vote and consent together on all matters as a single class and shall constitute a single series
of debt securities issued under the Indenture.


 


As soon as practicable
after the close of the Exchange Offer, the Company shall:



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(i)       accept
for exchange all Registrable Securities duly tendered and not validly withdrawn pursuant to the Exchange Offer in accordance with
the terms of the Exchange Offer Registration Statement and the letter of transmittal which is an exhibit thereto;


 


(ii)      deliver,
or cause to be delivered, to the Trustee for cancellation all Registrable Securities so accepted for exchange by the Company; and


 


(iii)     cause
the Trustee promptly to authenticate and deliver Exchange Securities to each Holder of Registrable Securities so accepted for exchange
equal in principal amount to the principal amount of the Registrable Securities of such Holder so accepted for exchange.


 


Interest on each Exchange
Security will accrue from the last date on which interest was paid or duly provided for on the Subordinated Notes surrendered in
exchange therefor or, if no interest has been paid or duly provided for on such Subordinated Notes, from the Interest Accrual Date.
The Exchange Offer shall not be subject to any conditions, other than (i) that the Exchange Offer, or the making of any exchange
by a Holder, does not violate any applicable law or any applicable interpretation of the staff of the SEC, (ii) that no action
or proceeding shall have been instituted or threatened in any court or by or before any governmental agency with respect to the
Exchange Offer which, in the Company’s judgment, would reasonably be expected to impair the ability of the Company to proceed
with the Exchange Offer, and (iii) that the Holders tender the Registrable Securities to the Company in accordance with the Exchange
Offer. Each Holder of Registrable Securities (other than Participating Broker-Dealers) who wishes to exchange such Registrable
Securities for Exchange Securities in the Exchange Offer will be required to represent that (i) it is not an affiliate (as defined
in Rule 405 under the 1933 Act) of the Company, (ii) any Exchange Securities to be received by it will be acquired in the ordinary
course of business and (iii) it has no arrangement with any Person to participate in the distribution (within the meaning of the
1933 Act) of the Exchange Securities, and shall be required to make such other representations as may be reasonably necessary under
applicable SEC rules, regulations or interpretations to render the use of Form S-4 or another appropriate form under the 1933 Act
available.


 


(b)        Shelf
Registration. (i) If, because of any change in law or applicable interpretations
thereof by the staff of the SEC, the Company is not
permitted to effect the Exchange Offer as contemplated by Section 2(a)
hereof, or (ii) if for any other reason (A) the Exchange
Offer Registration Statement is not declared effective within 120 days following the Closing
Date or (B) the Exchange Offer is not consummated within 45 days after effectiveness
of the Exchange Offer Registration Statement (provided that if the Exchange
Offer Registration Statement shall be declared effective after such 120-day period or if the Exchange
Offer shall be consummated after such 45-day period, then the Company’s obligations
under this clause (ii) arising from the failure of the Exchange
Offer Registration Statement to be declared effective within such 120-day period or the failure of the Exchange
Offer to be consummated within such 45-day period, respectively, shall terminate), or (iii)
if any Holder is not eligible to participate in the Exchange
Offer or elects to participate in the Exchange Offer but does not receive Exchange
Securities which are freely tradeable without any limitations or restrictions under the 1933
Act, the Company shall, at its cost:


 


(A)        as
promptly as practicable, but no later than (a) the 180th day after the Closing Date or (b)
the 60th day after any such filing obligation arises, whichever is later, file with the SEC a
Shelf Registration Statement relating to the offer and sale of the Registrable
Securities by the Holders from time to time in accordance with the methods of distribution
elected by the Majority Holders of such Registrable Securities
and set forth in such Shelf Registration Statement;
 
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(B)        use
its reasonable best efforts to cause such Shelf Registration Statement to be declared
effective by the SEC as promptly as practicable, but in no event later than (a) the 225th
day after the Closing Date or (b) the 105th day after an obligation to file with the
SEC a Shelf Registration Statement arises, whichever is later. In the event that the Company
is required to file a Shelf Registration Statement pursuant to clause (iii)
above, the Company shall file and use its reasonable
best efforts to have declared effective by the SEC both an Exchange
Offer Registration Statement pursuant to Section 2(a)
with respect to all Registrable Securities and a Shelf
Registration Statement (which may be a combined Registration Statement with the Exchange
Offer Registration Statement) with respect to offers and sales of Registrable Securities
held by such Holder described in clause (iii) above;


 


(C)        use
its reasonable best efforts to keep the Shelf Registration Statement continuously
effective, supplemented and amended as required, in order to permit the Prospectus forming
part thereof to be usable by Holders for a period of two years after the latest date on
which any Subordinated Notes are originally issued by the Company
(subject to extension pursuant to the last paragraph of Section 3)
or, if earlier, when all of the Registrable Securities covered by such Shelf
Registration Statement (i) have been sold pursuant to the Shelf Registration Statement in
accordance with the intended method of distribution thereunder, or (ii) cease to be Registrable
Securities; and


 


(D)        notwithstanding
any other provisions hereof, use its best efforts to ensure that (i) any Shelf
Registration Statement and any amendment thereto and any Prospectus forming a part
thereof and any supplements thereto comply in all material respects with the 1933 Act, (ii)
any Shelf Registration Statement and any amendment thereto does not, when it becomes
effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary
to make the statements therein not misleading and (iii) any Prospectus
forming part of any Shelf Registration Statement and any amendment or supplement
to such Prospectus does not include an untrue statement of a material fact or omit to state
a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made,
not misleading; provided, however, clauses (ii) and (iii)
shall not apply to any statement in or omission from a Shelf Registration Statement or
a Prospectus made in reliance upon and conformity with information relating to any Holder,
Participating Broker-Dealer or underwriter of Registrable
Securities furnished to the Company in writing by such Holder,
Participating Broker-Dealer or underwriter, respectively,
expressly for use in such Shelf Registration Statement or Prospectus.


 


The Company further
agrees, if necessary, to supplement or amend the Shelf Registration Statement if reasonably requested by the Majority Holders with
respect to information relating to the Holders and otherwise as required by Section 3(b) below, to use its reasonable best
efforts to cause any such amendment to become effective and such Shelf Registration Statement to become usable as soon as practicable
thereafter and to furnish to the Holders of Registrable Securities copies of any such supplement or amendment promptly after its
being used or filed with the SEC.


 


(c)        Expenses.
The Company shall pay all Registration Expenses in
connection with the registration pursuant to Section 2(a)
and 2(b) and, in the case of any Shelf Registration Statement, will reimburse
the Holders for the reasonable fees and disbursements of one counsel (in addition to any
local counsel) designated in writing by the Majority Holders to act as counsel for the Holders
of the Registrable Securities in connection therewith. Each Holder
shall pay all fees and disbursements of its counsel other than as set forth in the preceding sentence or in the definition
of Registration Expenses and all underwriting discounts and commissions and transfer taxes,
if any, relating to the sale or disposition of such Holder’s Registrable
Securities pursuant to a Shelf Registration Statement.



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(d)        Effective
Registration Statement.


 


(i)        The
Company shall be deemed not to have used its reasonable
best efforts to cause the Exchange Offer Registration Statement or any Shelf
Registration Statement, as the case may be, to become, or to remain, effective during the requisite periods set forth herein
if the Company voluntarily takes any action that could reasonably be expected to result
in any such Registration Statement not being declared effective or remaining effective or
in the Holders of Registrable Securities (including,
under the circumstances contemplated by Section 3(f)
hereof, Exchange Securities) covered thereby not being able to exchange or offer
and sell such Registrable Securities during that period unless (A)
such action is required by applicable law or (B) such action is taken by the Company in
good faith and for valid business reasons (but not including avoidance of the Company’s
obligations hereunder), including the acquisition or divestiture of assets or a material corporate transaction or event so long
as the Company promptly complies with the notification requirements of Section 3(k)
hereof, if applicable. Nothing in this paragraph shall prevent the accrual of Additional
Interest on any Registrable Securities or Exchange
Securities.


 


(ii)        An
Exchange Offer Registration Statement pursuant to Section 2(a)
hereof or a Shelf Registration Statement pursuant to Section 2(b)
hereof shall not be deemed to have become effective unless it has been declared effective by the SEC;
provided, however, that if, after such Registration Statement has been declared
effective, the offering of Registrable Securities pursuant to a Registration
Statement is interfered with by any stop order, injunction or other order or requirement of the SEC
or any other governmental agency or court, such Registration Statement shall be deemed
not to have been effective during the period of such interference until the offering of Registrable
Securities pursuant to such Registration Statement may legally resume.


 


(iii)      During
any 365-day period, the Company may, by notice as described in Section 3(e),
suspend the availability of a Shelf Registration Statement (and, if the Exchange
Offer Registration Statement is being used in connection with the resale of Exchange Securities
by Participating Broker-Dealers as contemplated by Section 3(f),
the Exchange Offer Registration Statement) and the use of the related Prospectus
for up to two periods of up to 45 consecutive days each (except for the consecutive 45-day period immediately prior to final
maturity of the Subordinated Notes), but no more than an aggregate of 90 days during any 365-day period, upon the happening of
any event or the discovery of any fact referred to in Section 3(e)(vi), but subject
to compliance by the Company with its obligations under the last paragraph of Section
3.


 


(e)        Increase
in Interest Rate. In the event that:


 


(i)        the
Exchange Offer Registration Statement is not filed with the SEC
on or prior to the 90th day following the Closing Date, or


 


(ii)       the
Exchange Offer Registration Statement is not declared effective by the SEC
on or prior to the 120th day following the Closing Date, or


 


(iii)      the
Exchange Offer is not consummated on or prior to the 45th day following the effective
date of the Exchange Offer Registration Statement, or


 


(iv)      if
required, a Shelf Registration Statement is not filed with the SEC
on or prior to (A) the 180th day following the Closing Date or (B) the
60th day after the obligation to file with the SEC a Shelf Registration Statement arises, whichever is later, or



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(v)        if
required, a Shelf Registration Statement is not declared effective on or prior to (a) the
225th day following the Closing Date or (b) the 105th day after an obligation
to file with the SEC a Shelf Registration Statement arises, whichever is later, or


 


(vi)        a
Shelf Registration Statement is declared effective by the SEC
but such Shelf Registration Statement ceases to be effective or such Shelf
Registration Statement or the Prospectus included therein ceases to be usable in
connection with resales of Registrable Securities for any reason and (A) the aggregate number
of days in any consecutive 365-day period for which the Shelf Registration Statement or
such Prospectus shall not be effective or usable exceeds 90 days, (B) the Shelf
Registration Statement or such Prospectus shall not be effective or usable for more
than two periods (regardless of duration) in any consecutive 365-day period or (C) the Shelf Registration
Statement or such Prospectus shall not be effective or usable for a period of more
than 45 consecutive days, or


 


(vii)      the
Exchange Offer Registration Statement is declared effective by the SEC
but, if the Exchange Offer Registration Statement is being used in connection with
the resale of Exchange Securities as contemplated by Section 3(f) of this Agreement,
the Exchange Offer Registration Statement ceases to be effective or the Exchange
Offer Registration Statement or the Prospectus included therein ceases to be usable
in connection with resales of Exchange Securities for any reason during the 180-day period
referred to in Section 3(f)(B) of this Agreement (as such period may be extended
pursuant to the last paragraph of Section 3 of this Agreement) and (A) the aggregate
number of days in any consecutive 365-day period for which the Exchange Offer Registration Statement
or such Prospectus shall not be effective or usable exceeds 90 days, (B) the Exchange
Offer Registration Statement or such Prospectus shall not be effective or usable
for more than two periods (regardless of duration) in any consecutive 365-day period or (C) the Exchange
Offer Registration Statement or the Prospectus shall not be effective or usable for
a period of more than 45 consecutive days,


 


(each of the events referred to in clauses
(i) through (vii) above being hereinafter called a “Registration Default”), the per annum interest rate borne
by the Registrable Securities shall be increased (“Additional Interest”) by one-quarter of one percent (0.25%)
per annum immediately following such 90-day period in the case of clause (i) above, immediately following such 120-day period in
the case of clause (ii) above, immediately following such 45-day period in the case of clause (iii) above, immediately following
any such 180-day period or 60-day period, whichever ends later, in the case of clause (iv) above, immediately following any such
225-day period or 105-day period, as applicable, in the case of clause (v) above, immediately following the 90th day
in any consecutive 365-day period, as of the first day of the third period in any consecutive 365-day period or immediately following
the 45th consecutive day, whichever occurs first, that a Shelf Registration Statement shall not be effective or a Shelf
Registration Statement or the Prospectus included therein shall not be usable as contemplated by clause (vi) above, or immediately
following the 90th day in any consecutive 365-day period, as of the first day of the third period in any consecutive 365-day period
or immediately following the 45th consecutive day, whichever occurs first, that the Exchange Offer Registration Statement
shall not be effective or the Exchange Offer Registration Statement or the Prospectus included therein shall not be usable as contemplated
by clause (vii) above, which rate will be increased by an additional one-quarter of one percent (0.25%) per annum immediately following
each 90-day period that any Additional Interest continues to accrue under any circumstances; provided that the aggregate
increase in such annual interest rate may in no event exceed one-half of one percent (0.50%) per annum. Upon the filing of the
Exchange Offer Registration Statement after the 90-day period described in clause (i) above, the effectiveness of the Exchange
Offer Registration Statement after the 120-day period described in clause (ii) above, the consummation of the Exchange Offer after
the 45-day period described in clause (iii) above, the filing of the Shelf Registration Statement after the 180-day period or 60-day
period day, as the case may be, described in clause (iv) above, the effectiveness of a



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Shelf Registration Statement after the
225-day period or 105-day period, as applicable, described in clause (v) above, or the Shelf Registration Statement once again
being effective or the Shelf Registration Statement and the Prospectus included therein becoming usable in connection with resales
of Registrable Securities, as the case may be, in the case of clause (vi) above, or the Exchange Offer Registration Statement once
again becoming effective or the Exchange Offer Registration Statement and the Prospectus included therein becoming usable in connection
with resales of Exchange Securities, as the case may be, in the case of clause (vii) thereof, the interest rate borne by the Subordinated
Notes from the date of such filing, effectiveness, consummation or resumption of effectiveness or usability, as the case may be,
shall be reduced to the original interest rate so long as no other Registration Default shall have occurred and shall be continuing
at such time and the Company is otherwise in compliance with this paragraph; provided, however, that, if after any
such reduction in interest rate, one or more Registration Defaults shall again occur, the interest rate shall again be increased
pursuant to the foregoing provisions. Notwithstanding anything in this Agreement to the contrary, the Company will not be obligated
to pay any Additional Interest in the case of a Shelf Registration Statement with respect to any Holder of Registrable Securities
who fails to timely provide all information with respect to Holder that is reasonably requested by the Company to enable it to
timely comply with its obligations under Section 2(b).


 


The Company shall notify
the Trustee within three business days after each and every date on which an event occurs in respect of which Additional Interest
is required to be paid (an “Event Date”). Additional Interest shall be paid by depositing with the Trustee,
in trust, for the benefit of the Holders of Registrable Securities, on or before the applicable interest payment date, immediately
available funds in sums sufficient to pay the Additional Interest then due. The Additional Interest due shall be payable on each
interest payment date to the record Holder of Registrable Securities entitled to receive the interest payment to be paid on such
date as set forth in the Indenture. Each obligation to pay Additional Interest shall be deemed to accrue from and including the
day following the applicable Event Date.


 


Anything herein to
the contrary notwithstanding, any Holder who was, at the time the Exchange Offer was pending and consummated, eligible to exchange,
and did not validly tender, its Subordinated Notes for Exchange Securities in the Exchange Offer will not be entitled to receive
any Additional Interest.


 


(f)        Specific
Enforcement. Without limiting the remedies available to the Holders or any Participating Broker-Dealer,
the Company acknowledges that any failure by the Company
to comply with its obligations under Sections 2(a)
and 2(b) hereof may result in material irreparable injury to the Holders or
the Participating Broker-Dealers for which there is no adequate remedy at law, that it will
not be possible to measure damages for such injuries precisely and that, in the event of any such failure, any Holder
and any Participating Broker-Dealer may obtain such relief as may be required to
specifically enforce the Company’s obligations under Sections 2(a)
and 2(b).


 


3.         Registration
Procedures. In connection with the obligations of the Company with respect to the Registration Statements pursuant to
Sections 2(a) and 2(b) hereof, the Company shall:


 


(a)        prepare and
file with the SEC a Registration Statement or, if
required, Registration Statements, within the time periods specified in Section 2,
on the appropriate form under the 1933 Act, which form (i)
shall be selected by the Company, (ii) shall,
in the case of a Shelf Registration Statement, be available for the sale of the Registrable
Securities by the selling Holders thereof and (iii)
shall comply as to form in all material respects with the requirements of the applicable form and include or incorporate
by reference all financial statements required by the SEC to be filed therewith, and use
its reasonable best efforts to cause such Registration Statement to become effective
and remain effective in accordance with Section 2
hereof;



    	10



    	



    


(b)        prepare and
file with the SEC such amendments and post-effective amendments to each Registration
Statement as may be necessary under applicable law to keep such Registration Statement effective
for the applicable period; cause each Prospectus to be supplemented by any required prospectus
supplement, and as so supplemented to be filed pursuant to Rule 424 under the 1933 Act;
and comply with the provisions of the 1933 Act and the 1934
Act with respect to the disposition of all Registrable Securities covered by each Registration
Statement during the applicable period in accordance with the intended method or methods of distribution by the selling
Holders thereof;


 


(c)        in the case
of a Shelf Registration, (i) notify each Holder
of Registrable Securities, at least ten business days prior to filing, that a Shelf
Registration Statement with respect to the Registrable Securities is being filed
and advising such Holders that the distribution of Registrable
Securities will be made in accordance with the method elected by the Majority Holders;
(ii) furnish to each Holder of Registrable
Securities, to counsel for the Holders and to each underwriter
of an underwritten offering of Registrable Securities, if any, without charge, as
many copies of each Prospectus, including each preliminary Prospectus,
and any amendment or supplement thereto and such other documents as such Holder, counsel
or underwriter may reasonably request, including financial statements and schedules and,
if such Holder, counsel or underwriter so requests,
all exhibits (including those incorporated by reference) in order to facilitate the public sale or other disposition of the Registrable
Securities; and (iii) subject to the penultimate paragraph of this Section 3,
the Company hereby consents to the use of the Prospectus,
including each preliminary Prospectus, or any amendment or supplement thereto by each of
the Holders and underwriters of Registrable Securities in
connection with the offering and sale of the Registrable Securities covered by any Prospectus
or any amendment or supplement thereto;


 


(d)        use
its reasonable best efforts to register or qualify the Registrable Securities under
all applicable state securities or “blue sky” laws of such jurisdictions as
any Holder of Registrable Securities covered by a
Registration Statement and each underwriter of an
underwritten offering of Registrable Securities shall reasonably request, to cooperate with
the Holders and the underwriters of any Registrable Securities
in connection with any filings required to be made with FINRA, to keep each such
registration or qualification effective during the period such Registration Statement is
required to be effective and do any and all other acts and things which may be reasonably necessary or advisable to enable such
Holder to consummate the disposition in each such jurisdiction of such Registrable
Securities owned by such Holder; provided, however, that the Company
shall not be required to (i) qualify as a foreign corporation or as a dealer in securities
in any jurisdiction where it would not otherwise be required to qualify but for this Section 3(d)
or (ii) take any action which would subject it to general service of process or taxation
in any such jurisdiction if it is not then so subject;


 


(e)        in the case
of a Shelf Registration, notify each Holder of Registrable
Securities and counsel for such Holders promptly and, if requested by such Holder
or counsel, confirm such advice in writing promptly (i) when a Registration
Statement has become effective and when any post-effective amendments and supplements thereto become effective, (ii)
of any request by the SEC or any state securities
authority for post-effective amendments or supplements to a Registration Statement or
Prospectus or for additional information after a Registration
Statement has become effective, (iii) of the issuance by the SEC
or any state securities authority of any stop order suspending the effectiveness
of a Registration Statement or the initiation of any proceedings for that purpose, (iv)
if between the effective date of a Registration Statement and the closing of any
sale of Registrable Securities covered thereby the representations and warranties of the
Company contained in any underwriting agreement,
securities sales agreement or other similar agreement,
if any, relating to such offering cease to be true and correct, (v) of the receipt by the
Company of any notification with respect to the suspension of the qualification of the Registrable
Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose, (vi)
of the happening of any event or the discovery of any facts during the period a Shelf Registration
Statement is effective which is contemplated in Section 2(d)(i) or which makes any
statement



    	11



    	



    


made in such Shelf
Registration Statement or the related Prospectus untrue in any material respect or
which constitutes an omission to state a material fact in such Shelf Registration Statement or
Prospectus and (vii) of any determination by the
Company that a post-effective amendment to a Registration
Statement would be appropriate. Without limitation to any other provisions of this Agreement,
the Company agrees that this Section 3(e) shall also
be applicable, mutatis mutandis, with respect to the Exchange Offer Registration Statement and
the Prospectus included therein to the extent that such Prospectus
is being used by Participating Broker-Dealers as contemplated by Section 3(f);


 


(f)        (A)
in the case of an Exchange Offer, (i) include in the Exchange
Offer Registration Statement (1) a “Plan of Distribution” section covering the use of the Prospectus
included in the Exchange Offer Registration Statement by broker-dealers who have
exchanged their Registrable Securities for Exchange Securities
for the resale of such Exchange Securities and (2) a statement to the effect that
any such broker-dealers who wish to use the related Prospectus in connection with the resale
of Exchange Securities acquired as a result of market-making or other trading activities
will be required to notify the Company to that effect, together with instructions for giving
such notice (which instructions shall include a provision for giving such notice by checking a box or making another appropriate
notation on the related letter of transmittal) (each such broker-dealer who gives notice to the Company
as aforesaid being hereinafter called a “Notifying Broker-Dealer”),
(ii) furnish to each Notifying Broker-Dealer who desires to participate in the Exchange Offer,
without charge, as many copies of each Prospectus included in the Exchange
Offer Registration Statement, including any preliminary prospectus, and any amendment
or supplement thereto, as such broker-dealer may reasonably request, (iii) include in the Exchange
Offer Registration Statement a statement that any broker-dealer who holds Registrable Securities
acquired for its own account as a result of market-making activities or other trading activities (a “Participating
Broker-Dealer”), and who receives Exchange Securities for Registrable
Securities pursuant to the Exchange Offer, may be a statutory underwriter
and must deliver a prospectus meeting the requirements of the 1933
Act in connection with any resale of such Exchange Securities, (iv) subject to the
penultimate paragraph of this Section 3, the Company hereby
consents to the use of the Prospectus forming part of the Exchange
Offer Registration Statement or any amendment or supplement thereto by any Notifying Broker-Dealer in connection with the
sale or transfer of Exchange Securities, and (v) include in the transmittal letter or similar
documentation to be executed by an exchange offeree in order to participate in the Exchange Offer
the following provision:


 


“If the undersigned is not a broker-dealer,
the undersigned represents that it is not engaged in, and does not intend to engage in, a distribution of Exchange Securities.
If the undersigned is a broker-dealer that will receive Exchange Securities for its own account in exchange for Registrable Securities,
it represents that the Registrable Securities to be exchanged for Exchange Securities were acquired by it as a result of market-making
activities or other trading activities and acknowledges that it will deliver a prospectus meeting the requirements of the 1933
Act in connection with any resale of such Exchange Securities pursuant to the Exchange Offer; however, by so acknowledging and
by delivering a prospectus, the undersigned will not be deemed to admit that it is an “underwriter” within the meaning
of the 1933 Act;”


 


(B)        to
the extent any Notifying Broker-Dealer participates in the Exchange Offer, (i) the Company
shall use its reasonable best efforts to maintain the effectiveness of the Exchange
Offer Registration Statement for a period of 180 days (subject to extension pursuant to the last paragraph of this Section
3) following the last date on which exchanges
are accepted pursuant to the Exchange Offer, and (ii) the Company
will comply, insofar as relates to the Exchange Offer Registration Statement, the
Prospectus included therein and the offering and sale of Exchange



    	12



    	



    


Securities pursuant thereto,
with its obligations under Section 2(b)(D), the last paragraph of Section 2(b), Section 3(c), 3(d),
3(e), 3(g), 3(i), 3(j), 3(k), 3(n), 3(o), 3(p), 3(q) and 3(r),
and the last three paragraphs of this Section 3 as if all references therein to a Shelf Registration Statement, the
Prospectus included therein and the Holders of Registrable Securities referred, mutatis mutandis, to the Exchange Offer Registration
Statement, the Prospectus included therein and the applicable Notifying Broker-Dealers and, for purposes of this Section 3(f),
all references in any such paragraphs or sections to the “Majority Holders” shall be deemed to mean, solely
insofar as relates to this Section 3(f), the Notifying Broker-Dealers who are the Holders of the majority in aggregate principal
amount of the Exchange Securities which are Registrable Securities; and


 


(C)        the
Company shall not be required to amend or supplement the Prospectus
contained in the Exchange Offer Registration Statement as would otherwise be contemplated
by Section 3(b) or 3(k) hereof, or
take any other action as a result of this Section 3(f), for a period exceeding 180
days (subject to extension pursuant to the last paragraph of this Section 3)
after the last date on which exchanges are accepted pursuant to the Exchange Offer and
Notifying Broker-Dealers shall not be authorized by the Company to, and shall not, deliver
such Prospectus after such period in connection with resales contemplated by this Section
3;


 


(g)        in the case
of a Shelf Registration, furnish counsel for the Holders
of Registrable Securities and counsel for any underwriters of Registrable
Securities copies of any request by the SEC or any state securities
authority for amendments or supplements to a Registration Statement or Prospectus
or for additional information;


 


(h)        use
its reasonable best effort to obtain the withdrawal of any order suspending the effectiveness of a Registration
Statement as soon as practicable and provide immediate notice to each Holder of the
withdrawal of any such order;


 


(i)        in the case
of a Shelf Registration, upon request furnish to each Holder
of Registrable Securities, without charge, at least one conformed copy of each Registration
Statement and any post-effective amendments thereto (without documents incorporated or deemed to be incorporated therein
by reference or exhibits thereto, unless requested);


 


(j)        in the case
of a Shelf Registration, cooperate with the selling Holders
of Registrable Securities to facilitate the timely preparation and delivery of certificates
representing Registrable Securities to be sold and not bearing any restrictive legends;
and cause such Registrable Securities to be in such denominations (consistent with the provisions
of the Indenture) and in a form eligible for deposit with the Depositary
and registered in such names as the selling Holders or the underwriters, if any,
may reasonably request in writing at least two business days prior to the closing of any sale of Registrable
Securities;


 


(k)        in the case
of a Shelf Registration, upon the occurrence of any event or the discovery of any facts
as contemplated by Section 3(e)(vi) hereof,
use its best efforts to prepare a supplement or post-effective amendment to a Registration
Statement or the related Prospectus or any document incorporated or deemed to be
incorporated therein by reference or file any other required document so that, as thereafter delivered to the purchasers of the
Registrable Securities, such Prospectus will not
contain at the time of such delivery any untrue statement of a material fact or omit to state a material fact necessary in order
to make the statements therein, in light of the circumstances under which they were made, not misleading. The Company
agrees to notify each Holder to suspend use of the Prospectus
as promptly as practicable after the occurrence of such an event, and each Holder hereby
agrees to suspend use of the Prospectus until the Company
has amended or supplemented the Prospectus to correct such misstatement



    	13



    	



    


or omission. At such time as such public
disclosure is otherwise made or the Company determines that such disclosure is not necessary,
in each case to correct any misstatement of a material fact or to include any omitted material fact, the Company
agrees promptly to notify each Holder of such determination and to furnish each Holder
such number of copies of the Prospectus, as amended or supplemented, as such Holder
may reasonably request;


 


(l)        obtain CUSIP
and ISIN numbers for all Exchange Securities or Registrable
Securities, as the case may be, not later than the effective date of a Registration Statement,
and provide the Trustee with printed or word-processed certificates for the Exchange
Securities or Registrable Securities, as the case may be, in a form eligible for
deposit with the Depositary;


 


(m)        (i)
cause the Indenture to be qualified under the TIA
in connection with the registration of the Exchange Securities or Registrable
Securities, as the case may be, (ii) cooperate with the Trustee
and the Holders to effect such changes, if any, to the Indenture
as may be required for the Indenture to be so qualified in accordance with the terms
of the TIA and (iii) execute, and use
its reasonable best efforts to cause the Trustee to execute, all documents as may
be required to effect such changes, if any, and all other forms and documents required to be filed with the SEC
to enable the Indenture to be so qualified in a timely manner;


 


(n)        in the case
of a Shelf Registration, the holders of a majority
in principal amount of the Registrable Securities registered pursuant to such Shelf
Registration Statement shall have the right to direct the Company to effect not more
than one underwritten registration and, in connection with such underwritten registration, the Company
shall enter into agreements (including underwriting agreements or similar agreements) and take all other customary and appropriate
actions (including those reasonably requested by the holders of a majority
in principal amount of the Registrable Securities being sold) in order to expedite
or facilitate the disposition of such Registrable Securities and in such connection, in
a manner that is reasonable and customary:


 


(i)        make
such representations and warranties to the Holders of such Registrable
Securities and the underwriters, in form, substance and scope as are customarily made by issuers to underwriters in similar
underwritten offerings as may be reasonably requested by such Holders and underwriters;


 


(ii)        obtain
opinions of counsel to the Company (which counsel and opinions (in form, scope and substance)
shall be reasonably satisfactory to the managing underwriters, and the Holders of a majority
in principal amount of the Registrable Securities being sold) addressed to each selling
Holder and the underwriters, covering the matters customarily covered in opinions requested
in sales of securities or underwritten offerings and such other matters as may be reasonably
requested by such Holders and underwriters;


 


(iii)       obtain
“cold comfort” letters and updates thereof with respect to such Shelf Registration
Statement and the Prospectus included therein, all amendments and supplements thereto
and all documents incorporated or deemed to be incorporated by reference therein from the
Company’s independent certified public accountants and from the independent certified
public accountants for any other Person or any business or assets whose financial statements
are included or incorporated by reference in the Shelf Registration Statement, each addressed
to the underwriters, and use reasonable best efforts to have such letters addressed to the
selling Holders of Registrable Securities, such letters
to be in customary form and covering matters of the type customarily covered in “cold comfort” letters to underwriters
in connection with similar underwritten offerings and such letters to be delivered at the time of the pricing of such



    	14



    	



    


underwritten registration with
an update to such letter to be delivered at the time of closing of such underwritten registration;


 


(iv)       if
an underwriting agreement or other similar agreement is
entered into, cause the same to set forth indemnification and contributions provisions and procedures substantially equivalent
to the indemnification and contributions provisions and procedures set forth in Section 5 hereof
with respect to the underwriters and all other parties to be indemnified pursuant to Section 5
hereof or such other indemnification and contributions as shall be satisfactory to the Company,
the applicable underwriters and the Holders of the majority
in principal amount of the Registrable Securities being sold; and


 


(v)       deliver
such other documents and certificates as may be reasonably requested and as are customarily delivered in similar offerings.


 


The documents referred to in Sections
3(n)(ii) and 3(n)(v) shall be delivered at the closing under any underwriting or similar agreement as and to the extent
required thereunder. In the case of any such underwritten offering, the Company shall provide written notice to the Holders of
all Registrable Securities of such underwritten offering at least 30 days prior to the filing of a prospectus supplement for such
underwritten offering. Such notice shall (x) offer each such Holder the right to participate in such underwritten offering, (y)
specify a date, which shall be no earlier than 15 days following the date of such notice, by which such Holder must inform the
Company of its intent to participate in such underwritten offering and (z) include the instructions such Holder must follow in
order to participate in such underwritten offering;


 


(o)        in the case
of a Shelf Registration, upon request make available for inspection by representatives of
the Holders of the Registrable Securities and any
underwriters participating in any disposition pursuant to a Shelf Registration Statement and
any counsel or accountant retained by such Holders or underwriters, all financial statements
and other records, documents and properties of the Company reasonably requested by any such
Persons, and cause the respective officers, directors, employees, and any other agents of
the Company to supply all information reasonably requested by any such Persons
in connection with a Shelf Registration Statement;


 


(p)        in the case
of a Shelf Registration, a reasonable time prior to filing any Shelf
Registration Statement, any Prospectus forming a part thereof, any amendment to such
Shelf Registration Statement or amendment or supplement to such Prospectus,
provide copies of such document to the Holders of Registrable
Securities, to the underwriter or underwriters, of an underwritten offering of Registrable
Securities, and to counsel for any such Holders, or underwriters, and make such changes
in any such document prior to the filing thereof as the Holders of Registrable
Securities, any such underwriter or underwriters or any of their respective counsel
may reasonably request; and (iii) cause the representatives of the Company
to be available for discussion of such documents as shall be reasonably requested by the Holders
of Registrable Securities, or any underwriter,
and shall not at any time make any filing of any such document of which such Holders,
their counsel or any underwriter shall not have previously been advised and furnished
a copy or to which such Holders, their counsel or any underwriter
shall reasonably object within a reasonable time period;


 


(q)        in the case
of a Shelf Registration, use its reasonable best efforts
to cause all Registrable Securities to be listed on any securities
exchange on which similar debt securities issued by the Company
are then listed if requested by the Majority Holders or by the underwriter
or underwriters of an underwritten offering of Registrable Securities, if any;



    	15



    	



    


(r)        in the case
of a Shelf Registration, use its reasonable best efforts
to cause the Registrable Securities to be rated with the appropriate rating agencies,
if so requested by the Majority Holders of Registrable Securities
or by the underwriter or underwriters of an underwritten offering, unless the Registrable
Securities are already so rated;


 


(s)        otherwise use
its reasonable best efforts to comply with all applicable rules and regulations of the SEC
and, with respect to each Registration Statement and each post-effective amendment,
if any, thereto and each filing by the Company of an Annual
Report on Form 10-K, make available to its security holders,
as soon as reasonably practicable, an earnings statement covering at least twelve months which shall satisfy the provisions of
Section 11(a) of the 1933 Act and Rule 158 thereunder; and


 


(t)        cooperate and
assist in any filings required to be made with FINRA and in the performance of any due diligence
investigation by any underwriter and its counsel.


 


In the case of a Shelf
Registration Statement, the Company may (as a condition to such Holder’s participation in the Shelf Registration) require
each Holder of Registrable Securities to furnish to the Company such information regarding such Holder and the proposed distribution
by such Holder of such Registrable Securities as the Company may from time to time reasonably request in writing and require such
Holder to agree in writing to be bound by all provisions of this Agreement applicable to such Holder.


 


In the case of a Shelf
Registration Statement, each Holder agrees and, in the event that any Participating Broker-Dealer is using the Prospectus included
in the Exchange Offer Registration Statement in connection with the sale of Exchange Securities pursuant to Section 3(f),
each such Participating Broker-Dealer agrees that, upon receipt of any notice from the Company of the happening of any event or
the discovery of any facts of the kind described in Section 3(e)(ii), 3(e)(iii) or 3(e)(v) through 3(e)(vii)
hereof, such Holder or Participating Broker-Dealer, as the case may be, will forthwith discontinue disposition of Registrable Securities
pursuant to a Registration Statement until receipt by such Holder or Participating Broker-Dealer, as the case may be, of (i) the
copies of the supplemented or amended Prospectus contemplated by Section 3(k) hereof or (ii) written notice from the Company
that the Shelf Registration Statement or the Exchange Offer Registration Statement, respectively, are once again effective or that
no supplement or amendment is required. If so directed by the Company, such Holder or Participating Broker-Dealer, as the case
may be, will deliver to the Company (at the Company’s expense) all copies in its possession, other than permanent file copies
then in its possession, of the Prospectus covering such Registrable Securities current at the time of receipt of such notice. Nothing
in this paragraph shall prevent the accrual of Additional Interest on any Registrable Securities.


 


If the Company shall
give any such notice to suspend the disposition of Registrable Securities pursuant to the immediately preceding paragraph, the
Company shall be deemed to have used its reasonable best efforts to keep the Shelf Registration Statement or, in the case of Section
3(f), the Exchange Offer Registration Statement, as the case may be, effective during such period of suspension; provided
that (i) such period of suspension shall not exceed the time periods provided in Section 2(d)(iii) hereof and (ii) the Company
shall use its reasonable best efforts to file and have declared effective (if an amendment) as soon as practicable thereafter an
amendment or supplement to the Shelf Registration Statement or the Exchange Offer Registration Statement or both, as the case may
be, or the Prospectus included therein and shall extend the period during which the Shelf Registration Statement or the Exchange
Offer Registration Statement or both, as the case may be, shall be maintained effective pursuant to this Agreement (and, if applicable,
the period during which Participating Broker-Dealers may use the Prospectus included in the Exchange Offer Registration Statement
pursuant to Section 3(f) hereof) by the number of days during the period from and including the date of the giving of such
notice to and



    	16



    	



    


including the earlier of the date when
the Holders or Participating Broker-Dealers, respectively, shall have received copies of the supplemented or amended Prospectus
necessary to resume such dispositions and the effective date of written notice from the Company to the Holders or Participating
Broker-Dealers, respectively, that the Shelf Registration Statement or the Exchange Offer Registration Statement, respectively,
are once again effective or that no supplement or amendment is required.


 


4.        Underwritten
Registrations. If any of the Registrable Securities covered by any Shelf Registration are to be sold in an underwritten
offering, the investment banker or investment bankers and manager or managers that will manage the offering will be selected by
the Majority Holders of such Registrable Securities included in such offering and shall be reasonably acceptable to the Company.


 


No Holder of Registrable
Securities may participate in any underwritten registration hereunder unless such Holder (a) agrees to sell such Holder’s
Registrable Securities on the basis provided in any underwriting arrangements approved by the Persons entitled hereunder to approve
such arrangements and (b) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and
other documents required under the terms of such underwriting arrangements.


 


5.        Indemnification
and Contribution.


 


(a)      The Company
agrees to indemnify and hold harmless each Holder, each Participating
Broker-Dealer, each underwriter who participates in an offering of Registrable Securities
(each, an “Underwriter”) and each Person,
if any, who controls any Initial Purchaser, Holder, Participating
Broker-Dealer or Underwriter within the meaning of either Section 15 of the 1933 Act or
Section 20 of the 1934 Act, as follows:


 


(i)        against
any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of any untrue statement or alleged
untrue statement of a material fact contained in any Registration Statement (or any amendment
thereto) pursuant to which Exchange Securities or Registrable
Securities were registered under the 1933 Act, including all documents incorporated
therein by reference, or any omission or alleged omission therefrom of a material fact required to be stated therein or necessary
to make the statements therein not misleading, or arising out of any untrue statement or alleged untrue statement of a material
fact contained in any preliminary prospectus or Prospectus
(or any amendment or supplement thereto) or any omission or alleged omission therefrom of a material fact necessary in order
to make the statements therein, in the light of the circumstances under which they were made, not misleading;


 


(ii)        against
any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement
of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim
whatsoever based upon any such untrue statement or omission, or any such alleged
untrue statement or omission described in subparagraph (i) above; provided that (subject to Section 5(d)
below) any such settlement is effected with the written consent of the Company; and


 


(iii)       against
any and all expense whatsoever, as incurred (including, subject to Section 5(c)
below, the fees and disbursements of counsel chosen by any indemnified party), reasonably incurred in investigating, preparing
or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened,
or any claim whatsoever based upon any such untrue statement or omission, or any such alleged
untrue statement or omission described in subparagraph (i) above, to the extent that any such expense is not paid under
subparagraph (i) or (ii) above;



    	17



    	



    


provided, however, that this
indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement
or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished
to the Company by any Holder, Participating Broker-Dealer or Underwriter with respect to such Holder, Participating Broker-Dealer
or Underwriter, as the case may be, expressly for use in the Registration Statement (or any amendment thereto) or the Prospectus
(or any amendment or supplement thereto).


 


(b)        Each Holder,
severally but not jointly, agrees to indemnify and hold harmless the Company, each director
of the Company, each officer of the Company who signed
the Registration Statement, each Participating Broker-Dealer,
each Underwriter and each other selling Holder and
each Person, if any, who controls the Company, any
Underwriter, any Participating Broker-Dealer or any
other selling Holder within the meaning of Section 15 of the 1933
Act or Section 20 of the 1934 Act against any and all loss, liability, claim, damage
and expense described in the indemnity contained in Section 5(a)
hereof, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions,
made in the Shelf Registration Statement (or any amendment thereto) or any Prospectus
included therein (or any amendment or supplement thereto) in reliance upon and in conformity with written information with
respect to such Holder furnished to the Company by
such Holder expressly for use in the Shelf Registration
Statement (or any amendment thereto) or such Prospectus (or any amendment or supplement
thereto); provided, however, that no such Holder shall be liable for any claims
hereunder in excess of the amount of net proceeds received by such Holder from the sale
of Registrable Securities pursuant to such Shelf Registration
Statement.


 


(c)        Each indemnified
party shall give notice as promptly as reasonably practicable to each indemnifying party of any action commenced against it in
respect of which indemnity may be sought hereunder, but failure so to notify an indemnifying party shall not relieve such indemnifying
party from any liability hereunder to the extent it is not materially prejudiced as a result thereof and in any event shall not
relieve it from any liability which it may have otherwise than on account of this indemnity agreement.
Counsel to the respective indemnified parties shall be selected as follows: (i) counsel
to the Company, its directors, each of its officers who signed the Registration
Statement and all Persons, if any, who control the Company
within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934
Act shall be selected by the Company; (ii) counsel
to the Holders (other than Participating Broker-Dealers)
and all Persons, if any, who control any Holders (other
than any Participating Broker-Dealers) within the meaning of Section 15 of the 1933
Act or Section 20 of the 1934 Act shall be selected by the Holders
who held or hold, as the case may be, a majority in aggregate principal amount of
the Registrable Securities held by all such Holders;
(iii) counsel to the Underwriters of any particular
offering of Registrable Securities and all Persons,
if any, who control any such Underwriter within the meaning of Section 15 of the 1933
Act or Section 20 of the 1934 Act shall be selected by such Underwriters;
and (iv) counsel to the Participating Broker-Dealers and
all Persons, if any, who control any such Participating Broker-Dealer within the
meaning of Section 15 of the 1933 Act or Section 20 of the 1934
Act shall be selected by the Participating Broker-Dealers who held or hold, as the
case may be, a majority in aggregate principal amount of the Exchange
Securities referred to in Section 3(f) hereof
held by all such Participating Broker-Dealers. An indemnifying party may participate at
its own expense in the defense of any such action; provided, however, that counsel to the indemnifying party shall
not (except with the consent of the indemnified party) also be counsel to the indemnified party. In no event shall the indemnifying
party or parties be liable for (A) the fees and expenses of more than one counsel (in addition
to any local counsel) separate from the indemnifying parties’ own counsel for the Company
and all other Persons referred to in clause (i) of this paragraph, (B)
the fees and expenses of more than one counsel (in addition to any local counsel) separate from the indemnifying parties’
own counsel for all Holders (other than Participating Broker-Dealers)
and all other Persons referred to in clause (ii) of this paragraph, (C)
the fees and expenses of more than one counsel (in addition to any local counsel) separate from the indemnifying parties’
own counsel for all Underwriters of any particular offering of Registrable
Securities



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and all other Persons referred to in clause
(iii) of this paragraph, and (D) the fees and expenses of more than one counsel (in addition to any local counsel) separate from
the indemnifying parties’ own counsel for all Participating Broker-Dealers and all other Persons referred to in clause (iv)
of this paragraph, in each case in connection with any one action or separate but similar or related actions in the same jurisdiction
arising out of the same general allegations or circumstances. No indemnifying party shall, without the prior written consent of
the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any litigation, or any investigation
or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever in respect of which indemnification
or contribution could be sought under this Section 5 (whether or not the indemnified parties are actual or potential parties
thereto), unless such settlement, compromise or consent (i) includes an unconditional release of each indemnified party from all
liability arising out of such litigation, investigation, proceeding or claim and (ii) does not include a statement as to or an
admission of fault, culpability or a failure to act by or on behalf of any indemnified party.


 


(d)        If at any time
an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel,
such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section 5(a)(ii)
effected without its written consent if (i) such settlement is entered into more
than 45 days after receipt by such indemnifying party of the aforesaid request, (ii) such
indemnifying party shall have received notice of the terms of such settlement at least 30 days prior to such settlement being entered
into and (iii) such indemnifying party shall not have reimbursed such indemnified party
in accordance with such request prior to the date of such settlement. Notwithstanding the immediately preceding sentence, if at
any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses
of counsel, such indemnifying party shall not be liable for any settlement of the nature contemplated by Section 5(a)(ii)
effected without its written consent if such indemnifying party (x) reimburses such
indemnified party in accordance with such request to the extent that the indemnifying party in its judgment considers such request
to be reasonable and (y) provides written notice to the indemnified party stating the reason
it deems the unpaid balance unreasonable, in each case no later than 45 days after receipt by such indemnifying party of the aforesaid
request from the indemnified party.


 


(e)        If the indemnification
provided for in this Section 5 is for any
reason unavailable to or insufficient to hold harmless an indemnified party in respect of any losses, liabilities, claims, damages
or expenses referred to therein, then each indemnifying party shall contribute to the aggregate amount of such losses, liabilities,
claims, damages and expenses incurred by such indemnified party, as incurred, in such proportion as is appropriate to reflect the
relative fault of the indemnifying party or parties on the one hand and of the indemnified party or parties on the other hand in
connection with the statements or omissions that resulted in such losses, liabilities, claims, damages or expenses, as well as
any other relevant equitable considerations. The relative fault of such indemnifying party or parties on the one hand and the indemnified
party or parties on the other hand shall be determined by reference to, among other things, whether the untrue or alleged untrue
statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by such indemnifying
party or parties or such indemnified party or parties, and the parties’ relative intent, knowledge, access to information
and opportunity to correct or prevent such statement or omission.


 


(f)        The Company
and the Holders agree that it would not be just or equitable if contribution pursuant
to this Section 5 were determined by pro rata
allocation or by any other method of allocation that does not take account of the equitable considerations referred to in paragraph
(e) above. The aggregate amount of losses, liabilities, claims, damages and expenses incurred
by an indemnified party and referred to above in this Section 5
shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in investigating, preparing
or defending against any litigation, or any investigation



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or proceeding by any governmental agency
or body, commenced or threatened, or any claim whatsoever based upon any such untrue or alleged
untrue statement or omission or alleged omission.


 


Notwithstanding the
provisions of this Section 5, no Holder, Participating Broker-Dealer or Underwriter shall be required to contribute any
amount in excess of the amount by which the total price at which Registrable Securities sold by it were offered exceeds the amount
of any damages that such Holder, Participating Broker-Dealer or Underwriter has otherwise been required to pay by reason of any
such untrue or alleged untrue statement or omission or alleged omission.


 


No Person guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the 1933 Act) shall be entitled to contribution from any Person
who was not guilty of such fraudulent misrepresentation.


 


For purposes of this
Section 5, each Person, if any, who controls a Holder, Participating Broker-Dealer or Underwriter within the meaning of
Section 15 of the 1933 Act or Section 20 of the 1934 Act shall have the same rights to contribution as such Holder, Participating
Broker-Dealer or Underwriter, as the case may be, and each director of the Company, each officer of the Company who signed the
Registration Statement and each Person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act or Section
20 of the 1934 Act shall have the same rights to contribution as the Company.


 


The respective obligations
of the Holders, Participating Broker-Dealers and Underwriters to contribute pursuant to this Section 5 are several in proportion
to the principal amount of Subordinated Notes purchased by them and not joint.


 


The indemnity and contribution
provisions contained in this Section 5 shall remain operative and in full force and effect regardless of (i) any termination of
this Agreement, (ii) any investigation made by or on behalf of any Holder, Participating Broker-Dealer or Underwriter or any Person
controlling any Holder, Participating Broker-Dealer or Underwriter, or by or on behalf of the Company, its officers or directors
or any Person controlling the Company, (iii) acceptance of any of the Exchange Securities and (iv) any sale of Registrable Securities
or Exchange Securities pursuant to a Shelf Registration Statement.


 


6.        Miscellaneous.


 


(a)      Rule 144
and Rule 144A. For so long as the Company is subject to the reporting requirements of
Section 13 or 15 of the 1934 Act, the Company covenants
that it will file all reports required to be filed by it under Section 13(a) or 15(d) of the 1934
Act and the rules and regulations adopted by the SEC thereunder, that if it ceases
to be so required to file such reports, it will upon the request of any Holder or beneficial
owner of Registrable Securities (i) make publicly available such information (including,
without limitation, the information specified in Rule 144(c)(2) under the 1933 Act) as is
necessary to permit sales pursuant to Rule 144 under the 1933 Act, (ii)
deliver or cause to be delivered, promptly following a request by any Holder or beneficial
owner of Registrable Securities or any prospective purchaser or transferee designated by
such Holder or beneficial owner, such information (including, without limitation, the information
specified in Rule 144A(d)(4) under the 1933 Act) as is necessary to permit sales pursuant
to Rule 144A under the 1933 Act, and (iii) take such
further action that is reasonable in the circumstances, in each case to the extent required from time to time to enable such Holder
to sell its Registrable Securities without registration under the 1933
Act within the limitation of the exemptions provided by (x) Rule 144 under the 1933 Act,
as such Rule may be amended from time to time, (y) Rule 144A under the 1933 Act, as such
Rule may be amended from time to time, or (z) any similar rules or regulations hereafter adopted by the SEC.
Upon the request of any Holder or beneficial



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owner of Registrable
Securities, the Company will deliver to such Holder
a written statement as to whether it has complied with such requirements.


 


(b)        No Inconsistent
Agreements. The Company has not entered into nor will the Company
on or after the date of this Agreement enter into any agreement
which is inconsistent with the rights granted to the Holders of Registrable
Securities in this Agreement or otherwise conflicts with the provisions hereof; provided
that the Company will not be precluded from entering into any agreement
after the date hereof which may or does result, directly or indirectly, in the payment of Additional
Interest. The rights granted to the Holders hereunder do not and will not in any
way conflict with and are not and will not be inconsistent with the rights granted to the holders
of any of the Company’s other issued and outstanding securities
under any other agreements entered into by the Company or any of its subsidiaries.


 


(c)        Amendments
and Waivers. The provisions of this Agreement, including the provisions of this sentence,
may not be amended, modified or supplemented, and waivers or consents to departures from the provisions hereof may not be given,
unless the Company has obtained the written consent of Holders
of at least a majority in aggregate principal amount of the outstanding Registrable
Securities affected by such amendment, modification, supplement, waiver or departure.


 


(d)        Notices.
All notices and other communications provided for or permitted hereunder shall be made in writing by hand-delivery, registered
first-class mail, electronic mail, or any courier guaranteeing overnight delivery (i) if
to a Holder or Participating Broker-Dealer at the
most current address set forth on the records of the registrar under the Indenture, (ii)
if to the Company, initially at the address set forth in the Purchase
Agreement and thereafter at such other address, notice of which is given in accordance with the provisions of this Section
6(d) and (iv)
if to any Underwriter, at the most current address given by such Underwriter
to the Company by means of a notice given in accordance with the provisions of this
Section 6(d), which address initially shall be the address set forth in the applicable
underwriting agreement.


 


All such notices and
communications shall be deemed to have been duly given: at the time delivered by hand, if personally delivered; five business days
after being deposited in the mail, postage prepaid, if mailed; when receipt is acknowledged, if sent via electronic mail; and on
the next business day if timely delivered to an air courier guaranteeing overnight delivery.


 


Copies of all such
notices, demands or other communications shall be concurrently delivered by the Person giving the same to the Trustee, at the address
specified in the Indenture.


 


(e)        Successors
and Assigns. This Agreement shall inure to the benefit of and be binding upon the successors,
assigns and transferees of each of the parties, including, without limitation and without the need for an express assignment, subsequent
Holders; provided that nothing herein shall be deemed to permit any assignment, transfer
or other disposition of Registrable Securities in violation of the terms hereof or of the
Purchase Agreement or the Indenture. If any transferee
of any Holder shall acquire Registrable Securities,
in any manner, whether by operation of law or otherwise, such Registrable Securities shall
be held subject to all of the terms of this Agreement, and by taking and holding such Registrable
Securities, such Person shall be conclusively deemed to have agreed to be bound by
and to perform all of the terms and provisions of this Agreement, including the restrictions
on resale set forth in this Agreement and, if applicable, the Purchase
Agreement, and such Person shall be entitled to receive the benefits hereof.


 


(f)        Third Party
Beneficiary. Each Holder and Participating Broker-Dealer
shall be a third party beneficiary of the agreements made hereunder and shall have the right to enforce such agreements



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directly to the extent it deems such enforcement
necessary or advisable to protect its rights or the rights of other Holders hereunder. Each
Holder, by its acquisition of Subordinated Notes,
shall be deemed to have agreed to the provisions of Section 5(b)
hereof.


 


(g)        Counterparts.
This Agreement may be executed in any number of counterparts and by the parties hereto in
separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute
one and the same agreement.


 


(h)        Headings.
The headings in this Agreement are for convenience of reference only and shall not limit
or otherwise affect the meaning hereof.


 


(i)        Restriction
on Resales. If the Company or any of its subsidiaries or affiliates (as defined in Rule
144 under the 1933 Act) shall redeem, purchase or otherwise acquire any Registrable
Security or any Exchange Security which is a “restricted security” within
the meaning of Rule 144 under the 1933 Act, the Company
will deliver or cause to be delivered such Registrable Security or Exchange
Security, as the case may be, to the Trustee for cancellation and neither the Company
nor any of its subsidiaries or affiliates will hold or resell such Registrable Security
or Exchange Security or issue any new Security or
Exchange Security to replace the same.


 


(j)        GOVERNING
LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS
OF THE STATE OF NEW JERSEY.


 


(k)        Severability.
In the event that any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid,
illegal or unenforceable, the validity, legality and enforceability of any such provision in every other respect and of the remaining
provisions contained herein shall not be affected or impaired thereby.


 


[SIGNATURE PAGE FOLLOWS]



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IN WITNESS WHEREOF,
Company has caused this Registration Rights Agreement to be executed by its duly authorized representative as of the date first
above written.


 


	 	COMPANY:	 
	 	 	 	 
	 	CONNECTONE BANCORP, INC.	 
	 	 	 	 
	 	By:	 	 
	 	 	Name: Frank S. Sorrentino III	 
	 	 	Title:   Chief Executive Officer	 


 


[Signature Page to
Registration Rights Agreement]



    	 



    	



    


IN WITNESS WHEREOF,
the Purchaser has caused this Registration Agreement to be executed by its duly authorized representative as of the date first
above written.


 


	 	PURCHASER:	 
	 	 	 	 
	 	[INSERT PURCHASER’S NAME]	 
	 	 	 	 
	 	By:	 	 
	 	 	Name:	 
	 	 	Title:	 


 


[Signature Page to
Registration Rights Agreement]