Registration rights Agreement



 Exhibit 10.1 
 REGISTRATION RIGHTS AGREEMENT 
 This Registration Rights Agreement (this “Agreement”) is
made and entered into as of July 18, 2007, among Brooke Credit Corporation (formerly known as Oakmont Acquisition Corp.), a Delaware corporation (the “Company”), Brooke Corporation (“Parent”), and, solely for purposes of
Section 4.c. in their respective capacities as parties to the Other Registration Rights Agreements (as defined in Section 4.c.), the various parties identified as “Other Holders” on the signature pages hereto. 
 WHEREAS, the parties have agreed to enter into this Agreement in connection with, and as a condition to the Closing under, the Amended and Restated
Agreement and Plan of Merger, dated as of April 30, 2007, by and among the Company, Brooke Credit Corporation (“Brooke Credit”), a Kansas corporation, and Parent (the “Merger Agreement); 
 WHEREAS, pursuant to the Merger Agreement Brooke Credit, a subsidiary of Parent, has merged with and into Oakmont Acquisition Corp. with Oakmont
Acquisition Corp. remaining as the surviving corporation and changing its name to Brooke Credit Corporation; and 
 WHEREAS, pursuant to the
Merger Agreement and concurrently with the execution of this Agreement, Parent is acquiring from the Company shares of the Company’s common stock, par value $0.01 per share (“Common Stock”). 
 NOW, THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Agreement, and for other good and valuable consideration the receipt and
adequacy of which are hereby acknowledged, the Company and Parent agree as follows: 
 1. Definitions. In addition to the terms defined
elsewhere in this Agreement, (a) capitalized terms that are not otherwise defined herein have the meanings given to such terms in the Merger Agreement, and (b) the following terms have the meanings indicated: 
 “Business Day” means any day except Saturday, Sunday and any day on which banking institutions in New York City are authorized or
required by law or other governmental action to close. 
 “Commission” means the U.S. Securities and Exchange Commission.

 “Demand Registration Statement” means a Registration Statement filed or to be filed pursuant to Section 2 or
pursuant to a written Holder Request pursuant to Section 3. 
 “Holder” means any holder, from time to time, of
Registrable Securities, including Parent, any of its Affiliates, and any of their transferees. 
 “Holder Request” means a
request from Holders that in the aggregate possess a majority of the Registrable Securities outstanding as of the date of such request, that such Holders intend to engage in an underwritten offering of Registrable Securities. 
 “Losses” means any and all damages, fines, penalties, deficiencies, liabilities, claims, losses (including loss of value), judgments,
awards, settlements, taxes, actions, 








 
obligations and costs and expenses in connection therewith (including, without limitation, interest, court costs and fees and expenses of attorneys,
accountants and other experts, and any other expenses of litigation or other Proceedings (including costs of investigation, preparation and travel) or of any default or assessment). 
 “Person” means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited
liability company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind. 
 “Piggy-Back
Registration Statement” means a Registration Statement filed or to be filed pursuant to which the Company has received one or more written requests to participate pursuant to Section 4. 
 “Proceeding” means an action, claim, suit, grievance, arbitration, complaint, notice of violation, investigation or proceeding
(including, without limitation, an investigation or partial proceeding, such as a deposition). 
 “Prospectus” means the
prospectus included in a Registration Statement (including, without limitation, a prospectus that includes any information previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rules 430A, 430B or
430C promulgated under the Securities Act), as amended or supplemented by any prospectus supplement, with respect to the terms of the offering of any portion of the Registrable Securities covered by a Registration Statement, and all other amendments
and supplements to the Prospectus, including post-effective amendments, and all material incorporated by reference or deemed to be incorporated by reference in such Prospectus. 
 “Registrable Securities” means any Common Stock issued or issuable to Parent or any of its Affiliates pursuant to the Merger, together
with any securities issued or issuable upon any stock split, dividend or other distribution, recapitalization or similar event with respect to the foregoing. 
 “Registration Statement” shall mean any registration statement to be filed under the Exchange Act, which covers any of the Registrable Securities pursuant to the provisions of this Agreement,
including the Prospectus included therein, all amendments and supplements to such Registration Statement, including pre- and post-effective amendments, all exhibits and all material incorporated by reference or deemed to be incorporated by reference
in such Registration Statement. 
 “Rule 144,” “Rule 415,” “Rule 424” and “Rule 461” means
Rule 144, Rule 415, Rule 424 and Rule 461, respectively, promulgated by the Commission pursuant to the Securities Act, as such Rules may be amended from time to time, or any similar rule or regulation hereafter adopted by the Commission having
substantially the same effect as such Rule. 
 “Shelf Registration Statement” means a Registration Statement filed or to be
filed pursuant to Section 2. 
  

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 “Trading Day” means (a) any day on which the Common Stock is listed or quoted, and
traded on a Trading Market, or (b) if the Common Stock is not then listed or quoted on a Trading Market, then any Business Day. 
 “Trading Market” means any national exchange on which the Common Stock is listed or quoted. 
 2. Shelf
Registration. In connection with the expiration of the sale restrictions contained in the Lock-up Agreement(s) of even date herewith (the date of such expiration is referred to herein as the “Expiration Date”) delivered by any Holder
to the Company, the Company shall prepare and file with the Commission a “Shelf” Registration Statement covering the resale of all Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415 (the
“Shelf Registration Statement”). Such Shelf Registration Statement shall be on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case such registration shall be on
another appropriate form in accordance herewith as the Holders may consent) and shall contain (except if otherwise directed by the Holders) the “Plan of Distribution” attached hereto as Annex A. The Company shall use its best efforts to
cause such Shelf Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, and in any event not later than the second anniversary of the date of this Agreement and shall use its best
efforts to keep such Shelf Registration Statement continuously effective under the Securities Act until the earlier of (i) the date on which all Registrable Securities are eligible for sale under paragraph (k) of Rule 144 without any
volume, manner of sale or other restrictions and (ii) when all Registrable Securities covered by such Shelf Registration Statement have been sold (the “Effectiveness Period”). The Company shall notify each Holder in writing promptly
(and in any event within one Trading Day) after receiving notification from the Commission that a Registration Statement has been declared effective. 
 3. Demand Registration. 
 a. If at any time after the Expiration Date the Company shall receive a
written Holder Request that the Company file a registration statement under the Securities Act, then the Company shall, within ten (10) days of the receipt thereof, give written notice of such request to all Holders and, subject to the
limitations of Section 3(b) below, shall file (as expeditiously as practicable, and in any event within thirty (30) days of the receipt of such request) and use its commercially reasonable best efforts to have declared effective, a
registration statement under the Securities Act with respect to all Registrable Securities which the Holders request to be registered within eighteen (18) days of the mailing of such notice by the Company in accordance with Section 9(e)
below. 
 b. The right of any Holder to include such Holder’s Registrable Securities in a registration effected pursuant to a Holder
Request shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Holders
participating in the underwriting and such Holder) to the extent provided herein. A majority in interest of the Holders of Registrable Securities participating in the underwriting, in consultation with the Company, shall select the managing
underwriter or underwriters in such underwriting. 

  

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All Holders proposing to distribute their securities through such underwriting shall (together with the Company as provided in Section 5(l)) enter into
an underwriting agreement in customary form with the underwriter or underwriters so selected for such underwriting by a majority in interest of such Holders; provided, however, that no Holder (or any of their assignees) shall be required to make any
representations, warranties or indemnities except as they relate to such Holder’s ownership of shares and authority to enter into the underwriting agreement and to such Holder’s intended method of distribution, and the liability of such
Holder shall be limited to an amount equal to the net proceeds from the offering received by such Holder. Notwithstanding any other provision of this Section 3, if the underwriter advises a Holder that marketing factors require a limitation of
the number of shares to be underwritten, then the Holder shall so advise the Company and the Company shall so advise all Holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of shares of Registrable
Securities that may be included in the underwriting shall be allocated as follows: (i) first, among holders of Registrable Securities that have elected to participate in such underwritten offering, in proportion (as nearly as practicable) to
the aggregate amount of Registrable Securities held by all such holders, until such holders have included in the underwriting all shares requested by such holders to be included, and (ii) thereafter, among all other holders of Common Stock, if
any, that have the right and have elected to participate in such underwritten offering, in proportion (as nearly as practicable) to the amount of shares of Common Stock owned by such holders. Without the consent of a majority in interest of the
Holders of Registrable Securities participating in a registration referred to in Section 3(a), no securities other than Registrable Securities shall be covered by such registration if the inclusion of such other securities would result in a
reduction of the number of Registrable Securities covered by such registration or included in any underwriting or if, in the opinion of the managing underwriter, the inclusion of such other securities would adversely impact the marketing of such
offering. 
 c. The Company shall be obligated to effect only one (1) registration (and only if such registration would include
Registrable Securities with an aggregate value of at least ten million dollars ($10,000,000), calculated using the closing price of the Company’s Common Shares on the Trading Market on the date preceding the date of the Holder Request) pursuant
to Holder Requests under this Section 3 (an offering which is not consummated shall not be counted for this purpose). 
 d.
Notwithstanding the foregoing, if the Company shall furnish to the Holders requesting a registration statement pursuant to this Section 3, a certificate signed by the chief executive officer of the Company stating that in the good faith
judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such registration statement to be filed by reason of a material pending transaction and it is therefore essential to defer
the filing of such registration statement, the Company shall have the right to defer such filing for a period of not more than ninety (90) days after receipt of the Holder Request provided, however, that the Company may not utilize this right
more than once in any twelve (12) month period. 
  

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 4. Piggy-Back Registrations. 
 a. At anytime after the Expiration Date, if (but without any obligation to do so under this Agreement) the Company proposes to register any of its Common
Shares under the Securities Act in connection with the public offering of such securities solely for cash (other than a registration on Form S-8 (or similar or successor form) relating solely to the sale of securities to participants in a Company
stock plan or to other compensatory arrangements to the extent includable on Form S-8 (or similar or successor form), or a registration on Form S-4 (or similar or successor form)), the Company shall, at such time, promptly give each Holder written
notice of such registration. Upon the written request of each Holder received by the Company within ten (10) Trading Days after mailing of such notice by the Company in accordance with Section 9(e), the Company shall use its best efforts
to cause to be registered under the Securities Act all of the Registrable Securities that each such Holder (the “Electing Holders”) has requested to be registered. The Company shall have no obligation under this Section 4 to make any
offering of its securities, or to complete an offering of its securities that it proposes to make. 
 b. If the managing underwriter or
underwriters for an offering made pursuant to a Piggy-Back Registration Statement that is to be underwritten advise the Company in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Company shall
so advise the Electing Holders, and the number of shares of Common Stock that may be included in the underwriting shall be allocated as follows: 
 i. If the registration is undertaken for the Company’s account, then: 
 (1)
first, to the Company; 
 (2) second, to (A) the “Holders” of “Registrable Securities”
under the Registration Rights Agreement, dated as of July 18, 2005, by and among Oakmont Acquisition Corp. (“Oakmont”) and the Investors listed on the signature page thereto (the “Founders Registration Rights Agreement”),
(B) the holders of “Registrable Securities” under the Warrant, dated as of October 31, 2006, issued by the Brooke Credit Corporation, the predecessor of the Company, to Falcon Mezzanine Partners II, LP (the “Falcon
Warrant”), (C) the holders of “Registrable Securities” under the Warrant, dated as of October 31, 2006, issued by Brooke Credit Corporation, the predecessor of the Company, to JZ Equity Partners PLC (the “JZ
Warrant”), and (D) the holders of “Registrable Securities” under the Warrant, dated as of October 31, 2006, issued by Brooke Credit Corporation, the predecessor of the Company, to FMP II Co-Investment, LLC (the “FMP
Warrant”), in each case that exercise piggy-back registration rights under the applicable agreement, and in proportion (as nearly as practicable) to the aggregate amount of “Registrable Securities” held by all such holders(all such
holders of “Registrable Securities” under the Founders Registration Rights Agreement, the Falcon Warrant, the JZ Warrant, and the FMP Warrant are collectively referred to herein as the “Electing Oakmont/Falcon/JZ Holders”);

  

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 (3) third, to (A) the “Holders” of “Registrable
Securities” under the Unit Purchase Option, dated as of July 18, 2005, granted by Oakmont, to Morgan Joseph & Co., Inc. (the “Unit Purchase Option”), and (B) the holders of “Registrable Securities” under
the Warrant, dated as of October 31, 2006, issued by Brooke Credit Corporation, the predecessor of the Company, to Morgan Joseph & Co., Inc. (the “Morgan Joseph Warrant”), in each case that exercise piggy-back registration
rights under the applicable agreement, and in proportion (as nearly as practicable) to the aggregate amount of “Registrable Securities” held by all such holders (all such holders of “Registrable Securities” under the Unit
Purchase Option, and the Morgan Joseph Warrant are collectively referred to herein as the “Electing Morgan Joseph Holders”); 
 (4) fourth, to the Electing Holder under this Agreement, in proportion (as nearly as practicable) to the aggregate amount of “Registrable Securities” held by all such holders; and 
 (5) fifth, to any other holders of Common Stock that have exercised written contractual piggy-back registration rights granted by
the Company; 
 ii. If the registration is a “demand” registration under any “Other Registration Rights
Agreement” (as defined in Section 4.c. below), then: 
 (1) first, to the demanding or requesting persons,
as applicable; 
 (2) second, to the Company; 
 (3) third, to the Electing Oakmont/Falcon/JZ Holders; 
 (4) fourth, to the Electing Morgan Joseph Holders; 
 (5) fifth, to the Electing Holders under this Agreement, in proportion (as nearly as practicable) to the aggregate amount of
“Registrable Securities” held by all such holders; and 
 (6) sixth, to any other holders of Common Stock
that have exercised written contractual piggy-back registration rights granted by the Company; and 
 iii. If the registration
statement is a “demand” registration statement undertaken at the demand of persons other than one or more of the Other Holders (as defined below), then: 
 (1) first, to the demanding persons; 
  

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 (2) second, to the Company; 
 (3) third to the Electing Oakmont/Falcon/JZ Holders; 
 (4) fourth, to the Electing Morgan Joseph Holders; 
 (5) fifth, to the Electing Holders under this Agreement, in proportion (as nearly as practicable) to the aggregate amount of
“Registrable Securities” held by all such holders; and 
 (6) sixth, to any other holders of Common Stock
that have exercised written contractual piggy-back registration rights with the Company. 
 c. The holders of Registrable Securities under
the Founders Registration Rights Agreement, the Unit Purchase Option, the Falcon Warrant, the JZ Warrant, the FMP Warrant and the Morgan Joseph Warrant (such holders are herein referred to as the “Other Holders,” and such agreements and
instruments are herein referred to as the “Other Registration Rights Agreements”), hereby agree that, to the extent any provision or term of any of the Other Registration Rights Agreements is inconsistent with the provisions and terms of
Section 4.b. above, such Other Registration Rights Agreement is hereby amended and modified to conform in all respects to the provisions and terms of Section 4.b. above. Except as so amended and modified, each of the Other Registration
Rights Agreements shall remain in full force and effect in accordance with their original terms. This Section 4.c. is binding upon the successors and assigns of each of the Other Holders. 
 5. Demand Registration Procedures. In connection with the Company’s registration obligations hereunder with respect to a Demand Registration
Statement, the Company shall: 
 a. Not less than three Trading Days prior to the filing of each Demand Registration Statement or any related
Prospectus or any amendment or supplement thereto, the Company shall furnish to the Holders copies of all such documents proposed to be filed. The Company shall not file such Demand Registration Statement or any related Prospectus, amendments or
supplements thereto to which the Holders of a majority of the Registrable Securities shall reasonably object. 
 b. Prepare and file with the
Commission such amendments, including post-effective amendments, to each Demand Registration Statement and the Prospectus used in connection therewith as may be necessary to keep such Demand Registration Statement continuously effective as to the
applicable Registrable Securities for the Effectiveness Period in the case of a Shelf Registration Statement, and until the end of the related offering in the case of any other Demand Registration Statement; (ii) cause the related Prospectus to
be amended or supplemented by any required Prospectus supplement, and as so supplemented or amended to be filed pursuant to Rule 424; (iii) respond as promptly as reasonably possible to any Registration Statement or any amendment thereto and as
promptly as reasonably possible provide the Holders true and complete copies of all correspondence from and to the Commission relating to a Registration Statement; and (iv) comply in all material respects with the provisions of the Securities
Act and the Exchange Act with respect to the disposition of all Registrable Securities 

  

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covered by a Demand Registration Statement during the applicable period in accordance with the intended methods of disposition by the Holders thereof set
forth in the applicable Demand Registration Statement as so amended or in such Prospectus as so supplemented. 
 c. Notify the Holders of
Registrable Securities to be sold pursuant to a Demand Registration Statement as promptly as reasonably possible, of any of the following events: (i) the Commission notifies the Company whether there will be a “review” of any Demand
Registration Statement; (ii) the Commission comments in writing on any Demand Registration Statement (in which case the Company shall deliver to each Holder a copy of such comments and of all written responses thereto); (iii) any Demand
Registration Statement or any post-effective amendment thereto is declared effective; (iv) the Commission or any other Federal or state governmental authority requests any amendment or supplement to a Demand Registration Statement or Prospectus
or requests additional information related thereto; (v) the Commission issues any stop order suspending the effectiveness of any Demand Registration Statement or initiates any Proceedings for that purpose; (vi) the Company receives notice
of any suspension of the qualification or exemption from qualification of any Registrable Securities for sale in any jurisdiction, or the initiation or threat of any Proceeding for such purpose; or (vii) the financial statements included in any
Demand Registration Statement become ineligible for inclusion therein or any statement made in any Demand Registration Statement or related Prospectus or any document incorporated or deemed to be incorporated therein by reference is untrue in any
material respect or any revision to a Demand Registration Statement, related Prospectus or other document is required so that it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated
therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. 
 d. Use its
best efforts to avoid the issuance of or, if issued, obtain the withdrawal of (i) any order suspending the effectiveness of any Demand Registration Statement or (ii) any suspension of the qualification (or exemption from qualification) of
any of the Registrable Securities for sale in any jurisdiction, at the earliest practicable moment. 
 e. Furnish to each Holder, without
charge, at least one conformed copy of each Demand Registration Statement and each amendment thereto, including financial statements and schedules, and all exhibits to the extent requested by such Person (excluding those previously furnished or
incorporated by reference) promptly after the filing of such documents with the Commission. 
 f. Promptly deliver to each Holder, without
charge, as many copies of the Prospectus or Prospectuses (including each form of prospectus) related to a Demand Registration Statement and each amendment or supplement thereto as such Persons may reasonably request. The Company hereby consents to
the use of such Prospectus and each amendment or supplement thereto by each of the selling Holders in connection with the offering and sale of the Registrable Securities covered by such Prospectus and any amendment or supplement thereto. 

g. In the time and manner required by each Trading Market, if at all, prepare and file with such Trading Market an additional shares listing
application covering all of the Registrable Securities; (ii) take all steps necessary to cause such Registrable Securities to be 

  

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approved for listing on each Trading Market as soon as reasonably practicable thereafter; (iii) to the extent available to the Company, provide to
Parent evidence of such listing; and (iv) maintain the listing of such Registrable Securities on each such Trading Market. 
 h. Prior
to any public offering of Registrable Securities pursuant to a Demand Registration Statement, use its best efforts to register or qualify or cooperate with the selling Holders in connection with the registration or qualification (or exemption from
such registration or qualification) of such Registrable Securities for offer and sale under the securities or “blue sky” laws of such jurisdictions within the United States as any Holder requests in writing, to keep each such registration
or qualification (or exemption therefrom) effective during the Effectiveness Period in the case of a Shelf Registration Statement, and until the offering is completed in the case of any other Demand Registration Statement, and to do any and all
other acts or things necessary or advisable to enable the disposition in such jurisdictions of the Registrable Securities covered by a Demand Registration Statement. 
 i. Cooperate with the Holders to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be delivered to a transferee pursuant to a Demand Registration Statement, which
certificates shall be free, to the extent permitted by the Merger Agreement, of all restrictive legends, and to enable such Registrable Securities to be in such denominations and registered in such names as any such Holders may request. 

j. Cooperate with any due diligence investigation undertaken by the Holders in connection with the sale of Registrable Securities pursuant to a Demand
Registration Statement, including without limitation by making available any documents and information. 
 k. If Holders of a majority of the
Registrable Securities being offered pursuant to a Demand Registration Statement select underwriters for the offering, the Company shall enter into and perform its obligations under an underwriting agreement, in usual and customary form, including,
without limitation, by providing customary legal opinions, comfort letters and indemnification and contribution obligations. 
 l. In the
event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the managing underwriter of such offering. 
 m. Comply with all applicable rules and regulations of the Commission. 
 n. The Company shall not be required to deliver any document pursuant to any provision of this Section 5 to any Holder that is not selling Registrable Securities under the applicable Demand Registration
Statement. The Company shall also not be required to deliver any document pursuant to any provision of this Section 5, other than Section 5(f), to any Holder that proposes to sell Registrable Securities with less than $100,000 in aggregate
offering price to the public under the Demand Registration Statement (based on the last sale price per Common Share on the Trading Market on the Trading Day preceding the date of the Holder Request). 
 6. Piggy-Back Registration Procedures. In connection with the Company’s registration obligations hereunder with respect to a Piggy-Back
Registration Statement, the Company shall: 
 a. Not less than three Trading Days prior to the filing of each Piggy-Back Registration
Statement or any related Prospectus or any amendment or supplement thereto (i) furnish to the Electing Holders copies of all such documents proposed to be filed, and (ii) cause its officers and directors, counsel and independent certified
public accountants to respond to such inquiries as shall be necessary, in the reasonable opinion of respective counsel, to conduct a reasonable investigation within the meaning of the Securities Act. 
  

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 b. Cause the related Prospectus to be amended or supplemented by any required Prospectus supplement, and
as so supplemented or amended to be filed pursuant to Rule 424; (ii) as promptly as reasonably possible provide the Electing Holders true and complete copies of all correspondence from and to the Commission relating to a Piggy-Back Registration
Statement; and (iii) comply in all material respects with the provisions of the Securities Act and the Exchange Act with respect to the disposition of all Registrable Securities covered by a Piggy-Back Registration Statement during the
offering. 
 c. Notify the Electing Holders as promptly as reasonably possible, and (if requested by any such Person) confirm such notice in
writing no later than one Trading Day thereafter, of any of the following events: (i) the Commission notifies the Company whether there will be a “review” of any Piggy-Back Registration Statement; (ii) the Commission comments in
writing on any Piggy-Back Registration Statement (in which case the Company shall deliver to each Electing Holder a copy of such comments and of all written responses thereto); (iii) any Piggy-Back Registration Statement or any post-effective
amendment is declared effective; (iv) the Commission or any other Federal or state governmental authority requests any amendment or supplement to a Piggy-Back Registration Statement or related Prospectus or requests additional information
related thereto; (v) the Commission issues any stop order suspending the effectiveness of any Piggy-Back Registration Statement or initiates any Proceedings for that purpose; (vi) the Company receives notice of any suspension of the
qualification or exemption from qualification of any Registrable Securities for sale in any jurisdiction, or the initiation or threat of any Proceeding for such purpose; or (vii) the financial statements included in any Piggy-Back Registration
Statement become ineligible for inclusion therein or any statement made in any Piggy-Back Registration Statement or related Prospectus or any document incorporated or deemed to be incorporated therein by reference is untrue in any material respect
or any revision to a Piggy-Back Registration Statement, related Prospectus or other document is required so that it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or
necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. 
 d. Furnish to each
Electing Holder, without charge, at least one conformed copy of each Piggy-Back Registration Statement and each amendment thereto, including financial statements and schedules, and all exhibits to the extent requested by such Person (excluding those
previously furnished or incorporated by reference) promptly after the filing of such documents with the Commission. 
 e. Promptly deliver to
each Electing Holder, without charge, as many copies of the Prospectus or Prospectuses (including each form of prospectus) and each amendment or supplement thereto as such Persons may reasonably request. The Company hereby consents to the use of
such Prospectus and each amendment or supplement thereto by each of the selling Electing Holders in connection with the offering and sale of the Registrable Securities covered by such Prospectus and any amendment or supplement thereto. 

 

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 f. Cooperate with the Electing Holders to facilitate the timely preparation and delivery of certificates
representing Registrable Securities to be delivered to a transferee pursuant to a Piggy-Back Registration Statement, which certificates shall be free, to the extent permitted by the Merger Agreement, of all restrictive legends, and to enable such
Registrable Securities to be in such denominations and registered in such names as any such Electing Holders may request. 
 g. Comply with
all applicable rules and regulations of the Commission. 
 h. The Company shall not be required to deliver any document pursuant to any
provision of this Section 6, other than Section 6(e), to any Electing Holder that proposes to sell Registrable Securities with less than $100,000 in aggregate offering price to the public under the Piggy-Back Registration Statement (based
on the last sale price per Common Share on the Trading Market on the Trading Day preceding the date of the written request sent by such Electing Holder under Section 4). 
 7. Registration Expenses. All fees and expenses incident to the performance of or compliance with this Agreement by the Company shall be borne by
the Company whether or not any Registrable Securities are sold pursuant to a Registration Statement. The fees and expenses referred to in the foregoing sentence shall include, without limitation, (a) all registration and filing fees (including,
without limitation, fees and expenses (i) with respect to filings required to be made with any Trading Market, and (ii) in compliance with applicable state securities or “blue sky” laws (including, without limitation, fees and
disbursements of counsel for the Company in connection with “blue sky” qualifications or exemptions of the Registrable Securities and determination of the eligibility of the Registrable Securities for investment under the laws of such
jurisdictions as requested by the Holders )), (b) printing expenses (including, without limitation, expenses of printing certificates for Registrable Securities and of printing prospectuses requested by the Holders), (c) messenger,
telephone and delivery expenses, (d) fees and disbursements of counsel for the Company, and (e) fees and expenses of all other Persons retained by the Company in connection with the consummation of the transactions contemplated by this
Agreement. 
 8. Indemnification. 
 a. Indemnification by the Company. The Company shall, notwithstanding any termination of this Agreement, indemnify and hold harmless each Holder, the officers, directors, partners, members, agents, brokers (including brokers who
offer and sell Registrable Securities as principal as a result of a pledge or any failure to perform under a margin call of Common Stock), investment advisors and employees of each of them, each Person who controls any such Holder (within the
meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and the officers, directors, partners, members, agents and employees of each such controlling Person, to the fullest extent permitted by applicable law, from
and against any and all Losses, as incurred, arising out of or relating to any untrue or alleged untrue statement of a material fact contained in a Registration Statement, any Prospectus or any form of prospectus or 

  

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in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission of a material fact
required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading, except to the extent that
(i) such untrue statements or omissions are based solely upon information regarding such Holder furnished in writing to the Company by such Holder expressly for use therein, or to the extent that such information relates to such Holder or such
Holder’s proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Holder expressly for use in a Registration Statement, such Prospectus or such form of Prospectus or in any amendment
or supplement thereto or (ii) in the case of an occurrence of an event of the type specified in Section 5(c)(v)-(vii), the use by such Holder of an outdated or defective Prospectus after the Company has notified such Holder in writing that
the Prospectus is outdated or defective and prior to the receipt by such Holder of the Advice contemplated in Section 9(d). The Company shall notify the Holders promptly of the institution, threat or assertion of any Proceeding of which the
Company is aware in connection with the transactions contemplated by this Agreement. 
 b. Indemnification by Holders. Each Holder
shall, severally and not jointly, indemnify and hold harmless the Company, its directors, officers, agents and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the
Exchange Act), and the directors, officers, agents or employees of such controlling Persons, to the fullest extent permitted by applicable law, from and against all Losses (as determined by a court of competent jurisdiction in a final judgment not
subject to appeal or review) arising solely out of any untrue statement of a material fact contained in any Registration Statement, any Prospectus, or any form of prospectus, or in any amendment or supplement thereto, or arising solely out of any
omission of a material fact required to be stated therein or necessary to make the statements therein not misleading to the extent, but only to the extent, that such untrue statement or omission is contained in any information so furnished in
writing by such Holder to the Company specifically for inclusion in such Registration Statement or such Prospectus. In no event shall the liability of any selling Holder hereunder be greater in amount than the dollar amount of the net proceeds
received by such Holder upon the sale of the Registrable Securities giving rise to such indemnification obligation. 
 c. Conduct of
Indemnification Proceedings. If any Proceeding shall be brought or asserted against any Person entitled to indemnity hereunder (an “Indemnified Party”), such Indemnified Party shall promptly notify the Person from whom indemnity is
sought (the “Indemnifying Party”) in writing, and the Indemnifying Party shall assume the defense thereof, including the employment of counsel reasonably satisfactory to the Indemnified Party and the payment of all fees and expenses
incurred in connection with defense thereof; provided, that the failure of any Indemnified Party to give such notice shall not relieve the Indemnifying Party of its obligations or liabilities pursuant to this Agreement, except (and only) to the
extent that such failure shall have proximately and materially adversely prejudiced the Indemnifying Party. 
 An Indemnified Party shall
have the right to employ separate counsel in any such Proceeding and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party or Parties unless: (i) the Indemnifying
Party has agreed in writing to pay such fees and expenses; or (ii) the Indemnifying Party shall have 

  

 12 








 
failed promptly to assume the defense of such Proceeding and to employ counsel reasonably satisfactory to such Indemnified Party in any such Proceeding; or
(iii) the named parties to any such Proceeding (including any impleaded parties) include both such Indemnified Party and the Indemnifying Party, and such Indemnified Party shall have been advised by counsel that a conflict of interest is likely
to exist if the same counsel were to represent such Indemnified Party and the Indemnifying Party (in which case, if such Indemnified Party notifies the Indemnifying Party in writing that it elects to employ separate counsel at the expense of the
Indemnifying Party, the Indemnifying Party shall not have the right to assume the defense thereof and such counsel shall be at the expense of the Indemnifying Party). The Indemnifying Party shall not be liable for any settlement of any such
Proceeding effected without its written consent, which consent shall not be unreasonably withheld. No Indemnifying Party shall, without the prior written consent of the Indemnified Party, effect any settlement of any pending Proceeding in respect of
which any Indemnified Party is a party, unless such settlement includes an unconditional release of such Indemnified Party from all liability on claims that are the subject matter of such Proceeding. 
 All fees and expenses of the Indemnified Party (including reasonable fees and expenses to the extent incurred in connection with investigating or
preparing to defend such Proceeding in a manner not inconsistent with this Section) shall be paid to the Indemnified Party written notice thereof to the Indemnifying Party (regardless of whether it is ultimately determined that an Indemnified Party
is not entitled to indemnification hereunder; provided, that the Indemnifying Party may require such Indemnified Party to undertake to reimburse all such fees and expenses to the extent it is judicially determined that such Indemnified Party is not
entitled to indemnification hereunder). 
 d. Contribution. If a claim for indemnification under Section 8(a) or 8(b) is
unavailable to an Indemnified Party (by reason of public policy or otherwise), then each Indemnifying Party, in lieu of indemnifying such Indemnified Party, shall contribute to the amount paid or payable by such Indemnified Party as a result of such
Losses, in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party and Indemnified Party in connection with the actions, statements or omissions that resulted in such Losses as well as any other relevant equitable
considerations. The relative fault of such Indemnifying Party and Indemnified Party shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or
omission or alleged omission of a material fact, has been taken or made by, or relates to information supplied by, such Indemnifying Party or Indemnified Party, and the parties’ relative intent, knowledge, access to information and opportunity
to correct or prevent such action, statement or omission. The amount paid or payable by a party as a result of any Losses shall be deemed to include, subject to the limitations set forth in Section 8(c), any reasonable attorneys’ or other
reasonable fees or expenses incurred by such party in connection with any Proceeding to the extent such party would have been indemnified for such fees or expenses if the indemnification provided for in this Section was available to such party in
accordance with its terms. 
 The parties hereto agree that it would not be just and equitable if contribution pursuant to this
Section 8(d) were determined by pro rata allocation or by any other method of allocation that does not take into account the equitable considerations referred to in the immediately preceding paragraph. No Person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. 
  

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 The indemnity and contribution agreements contained in this Section are in addition to any liability that
the Indemnifying Parties may have to the Indemnified Parties. 
 9. Miscellaneous. 
 a. Remedies. In the event of a breach by the Company or by a Holder of any of their obligations under this Agreement, each Holder or the Company,
as the case may be, in addition to being entitled to exercise all rights granted by law and under this Agreement, including recovery of damages, will be entitled to specific performance of its rights under this Agreement. The Company and each Holder
agree that monetary damages would not provide adequate compensation for any losses incurred by reason of a breach by it of any of the provisions of this Agreement and hereby further agrees that, in the event of any action for specific performance in
respect of such breach, it shall waive the defense that a remedy at law would be adequate. 
 b. 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 same shall be in writing and signed
by the Company and the Holders of at least two-thirds of the then outstanding Registrable Securities. Notwithstanding the foregoing, a waiver or consent to depart from the provisions hereof with respect to a matter that relates exclusively to the
rights of Holders and that does not directly or indirectly affect the rights of other Holders may be given by Holders of at least a majority of the Registrable Securities to which such waiver or consent relates; provided, however, that the
provisions of this sentence may not be amended, modified, or supplemented except in accordance with the provisions of the immediately preceding sentence. 
 c. Compliance. Each Holder covenants and agrees that it will comply with the prospectus delivery requirements of the Securities Act as applicable to it in connection with sales of Registrable Securities
pursuant to a Registration Statement. 
 d. Discontinued Disposition. Each Holder agrees by its acquisition of such Registrable
Securities that, upon receipt of a notice from the Company of the occurrence of any event of the kind described in Sections 5(c)(v), 5(c)(vi), or 5(c)(vii), or Sections 6(c)(v), 6(c)(vi), or 6(c)(vii), as applicable, such Holder will forthwith
discontinue disposition of such Registrable Securities under a Registration Statement until such Holder’s receipt of the copies of any supplemented Prospectus and/or amended Registration Statement, or until it is advised in writing (the
“Advice”) by the Company that the use of the applicable Prospectus may be resumed, and, in either case, has received copies of any additional or supplemental filings that are incorporated or deemed to be incorporated by reference in such
Prospectus or Registration Statement. The Company may provide appropriate stop orders to enforce the provisions of this paragraph. 
 e.
Notices. Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be in writing and shall be deemed given and effective on the earliest of (a) the date of transmission, if such notice
or communication is 

  

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delivered via facsimile at the facsimile telephone number specified in this Section prior to 4:30 p.m. (New York City time) on a Trading Day, (b) the
next Trading Day after the date of transmission, if such notice or communication is delivered via facsimile at the facsimile telephone number specified in this Agreement on a day that is not a Trading Day or later than 4:30 p.m. (New York City time)
and earlier than 11:59 p.m. (New York City time) on any Trading Day, (c) the Trading Day following the date of mailing, if sent by U.S. nationally recognized overnight courier service, or (d) upon actual receipt by the party to whom such
notice is required to be given. The address for such notices and communications shall be as set forth in the Merger Agreement. 
 f.
Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon the successors and permitted assigns of each of the parties and shall inure to the benefit of each Holder. The Company may not assign its rights or
obligations hereunder without the prior written consent of Holders holding a majority of the Registrable Securities. This Agreement and the rights, duties and obligations of the Holders may be freely assigned or delegated by such Holders in
conjunction with and to the extent of any transfer of Registrable Securities by any such Holders. 
 g. Counterparts. This Agreement
may be executed in any number of 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. In the event that any signature is delivered by facsimile
transmission, such signature shall create a valid binding obligation of the party executing (or on whose behalf such signature is executed) the same with the same force and effect as if such facsimile signature were the original thereof. 

h. GOVERNING LAW; VENUE; WAIVER OF JURY TRAIL. ALL QUESTIONS CONCERNING THE CONSTRUCTION, VALIDITY, ENFORCEMENT AND INTERPRETATION OF THIS
AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF KANSAS. EACH PARTY AGREES THAT ALL LEGAL PROCEEDINGS CONCERNING THE INTERPRETATIONS, ENFORCEMENT AND DEFENSE OF THE TRANSACTIONS
CONTEMPLATED BY ANY OF THE TRANSACTION DOCUMENTS (WHETHER BROUGHT AGAINST A PARTY HERETO OR ITS RESPECTIVE AFFILIATES, DIRECTORS, OFFICERS, STOCKHOLDERS, EMPLOYEES OR AGENTS) SHALL BE COMMENCED EXCLUSIVELY IN THE STATE AND U.S. FEDERAL COURTS HAVING
JURISDICTION OVER JOHNSON COUNTY, KANSAS. EACH PARTY HERETO HEREBY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE STATE AND U.S. FEDERAL COURTS HAVING JURISDICTION OVER JOHNSON COUNTY, KANSAS FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER
OR IN CONNECTION HEREWITH OR WITH ANY TRANSACTION CONTEMPLATED HEREBY OR DISCUSSED HEREIN (INCLUDING WITH RESPECT TO THE ENFORCEMENT OF ANY OF THIS AGREEMENT), AND HEREBY IRREVOCABLY WAIVES, AND AGREES NOT TO ASSERT IN ANY SUIT, ACTION OR
PROCEEDING, ANY CLAIM THAT IT IS NOT PERSONALLY SUBJECT TO THE JURISDICTION OF ANY SUCH COURT, THAT SUCH SUIT, ACTION OR PROCEEDING IS IMPROPER. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES PERSONAL SERVICE OF PROCESS AND CONSENTS TO PROCESS BEING
SERVED IN ANY SUCH SUIT, ACTION OR 

  

 15 








 
PROCEEDING BY MAILING A COPY THEREOF VIA REGISTERED OR CERTIFIED MAIL OR OVERNIGHT DELIVERY (WITH EVIDENCE OF DELIVERY) TO SUCH PARTY AT THE ADDRESS IN
EFFECT FOR NOTICES TO IT UNDER THIS AGREEMENT AND AGREES THAT SUCH SERVICE SHALL CONSTITUTE GOOD AND SUFFICIENT SERVICE OF PROCESS AND NOTICE THEREOF. NOTHING CONTAINED HEREIN SHALL BE DEEMED TO LIMIT IN ANY WAY ANY RIGHT TO SERVE PROCESS IN ANY
MANNER PERMITTED BY LAW. 
 i. Cumulative Remedies. The remedies provided herein are cumulative and not exclusive of any remedies
provided by law. 
 j. Severability. If any term, provision, covenant or restriction of this Agreement is held by a court of competent
jurisdiction to be invalid, illegal, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in full force and effect and shall in no way be affected, impaired or invalidated, and the
parties hereto shall use their reasonable efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such term, provision, covenant or restriction. It is hereby stipulated and
declared to be the intention of the parties that they would have executed the remaining terms, provisions, covenants and restrictions without including any of such that may be hereafter declared invalid, illegal, void or unenforceable. 

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

 [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK. 
 SIGNATURE PAGES FOLLOW.] 
  

 16 








 IN WITNESS WHEREOF, the parties have executed this Registration Rights Agreement as of the date first
written above. 
  

			
	BROOKE CREDIT CORPORATION
	(f/k/a Oakmont Acquisition Corp..)
		
	By:	 	 /s/ Michael S. Lowry

	Name:	 	Michael S. Lowry
	Title:	 	Chief Executive Officer
	
	BROOKE CORPORATION
		
	By:	 	 /s/ Anita F. Larson

	Name:	 	Anita F. Larson
	Title:	 	President and Chief Operating Officer


 For purposes of Section 4.c. hereof only and 
 in their respective capacities as Other Holders: 
  

	
	OTHER HOLDERS:
	
	 /s/ Robert J. Skandalaris

	Robert J. Skandalaris
	
	 /s/ Michael Azar

	Michael Azar
	
	 /s/ David J. Langevin

	David J. Langevin

  

 17 









			
	QVM OAKMONT SERVICES LLC
		
	By:	 	 /s/ Michael C. Azar

	Name:	 	Michael C. Azar
	Title:	 	Managing Member
	
	KRISLEE & ASSOCIATES, LLC
		
	By:	 	 /s/ Robert J. Skandalaris

	Name:	 	Robert J. Skandalaris
	Title:	 	Managing Member

  

	
	 /s/ Frederick L.Hubacker

	Fredrick L. Hubacker
	
	 /s/ Lee M. Canaan

	Lee M. Canaan
	
	 /s/ Mark T. Behrman

	Mark T. Behrman
	
	 /s/ Donald J. Spense

	Donald J. Spense

  

			
	MORGAN JOSEPH & CO., INC.
		
	By:	 	 /s/ Brian J. Dettman

	Name:	 	Brian J. Dettman
	Title:	 	Managing Director

  

 18 









			
	FALCON MEZZANINE PARTNERS II, LP
		
	By:	 	 /s/ Raefael Fogel

	Name:	 	Raefael Fogel
	Title:	 	Vice President
	
	JZ EQUITY PARTNERS PLC
		
	By:	 	 /s/ David W. Zalaznick

	Name:	 	David W. Zalaznick
	Title:	 	Investment Adviser
	
	FMP II CO-INVESTMENT, LLC
		
	By:	 	 /s/ Raefael Fogel

	Name:	 	 Raefael Fogel 

	Title:	 	Vice President

  

 19 








 Annex A 
 Plan of Distribution 
 The selling stockholders may, from time to time, sell any or all of
their shares of common stock on any stock exchange, market or trading facility on which the shares are traded or in private transactions. These sales may be at fixed or negotiated prices. The selling stockholders may use any one or more of the
following methods when selling shares: 
  

	 	•	 	 ordinary brokerage transactions and transactions in which the broker-dealer solicits sellers; 


  

	 	•	 	 block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the
transaction; 


  

	 	•	 	 purchases by a broker-dealer as principal and resale by the broker-dealer for its account; 


  

	 	•	 	 an exchange distribution in accordance with the rules of the applicable exchange; 


  

	 	•	 	 privately negotiated transactions; 


  

	 	•	 	 short sales; 


  

	 	•	 	 broker-dealers may agree with the selling stockholders to sell a specified number of such shares at a stipulated price per share; 


  

	 	•	 	 a combination of any such methods of sale; and 


  

	 	•	 	 any other method permitted pursuant to applicable law. 


 The selling stockholders may also sell shares under Rule 144 under the Securities Act, if available, rather than under this prospectus. 
 The selling stockholders may also engage in short sales against the box, puts and calls and other transactions in our securities or derivatives of our securities and may sell or deliver shares in connection with these
trades. 
 Broker-dealers engaged by the selling stockholders may arrange for other brokers-dealers to participate in sales. Broker-dealers
may receive commissions or discounts from the selling stockholders (or, if any broker-dealer acts as agent for the seller of shares, from the seller) in amounts to be negotiated. The selling stockholders do not expect these commissions and discounts
to exceed what is customary in the types of transactions involved. Any profits on the resale of shares of common stock by a broker-dealer acting as principal might be deemed to be underwriting discounts or commissions under the Securities Act.
Discounts, concessions, commissions and similar selling expenses, if any, attributable to the sale of shares will be borne by a selling stockholder. The selling stockholders may agree to indemnify any agent, dealer or broker-dealer that participates
in transactions involving sales of the shares if liabilities are imposed on that person under the Securities Act. 
 The selling stockholders
may from time to time pledge or grant a security interest in some or all of the shares of common stock owned by them and, if they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell the shares
of common stock from time to time under this prospectus after we have filed an amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act of 1933 amending the list of selling stockholders to include the
pledgee, transferee or other successors in interest as selling stockholders under this prospectus. 







 The selling stockholders also may transfer the shares of common stock in other circumstances, in which
case the transferees, pledgees or other successors in interest will be the selling beneficial owners for purposes of this prospectus and may sell the shares of common stock from time to time under this prospectus after we have filed an amendment to
this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act of 1933 amending the list of selling stockholders to include the pledgee, transferee or other successors in interest as selling stockholders under this
prospectus. 
 The selling stockholders and any broker-dealers or agents that are involved in selling the shares of common stock may be
deemed to be “underwriters” within the meaning of the Securities Act in connection with such sales. In such event, any commissions received by such broker-dealers or agents and any profit on the resale of the shares of common stock
purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. 
 We are required to pay all fees and
expenses incident to the registration of the shares of common stock. We have agreed to indemnify the selling stockholders against certain losses, claims, damages and liabilities, including liabilities under the Securities Act. 
 The selling stockholders have advised us that they have not entered into any agreements, understandings or arrangements with any underwriters or
broker-dealers regarding the sale of their shares of common stock, nor is there an underwriter or coordinating broker acting in connection with a proposed sale of shares of common stock by any selling stockholder. If we are notified by any selling
stockholder that any material arrangement has been entered into with a broker-dealer for the sale of shares of common stock, if required, we will file a supplement to this prospectus. If the selling stockholders use this prospectus for any sale of
the shares of common stock, they will be subject to the prospectus delivery requirements of the Securities Act. 
 The anti-manipulation
rules of Regulation M under the Securities Exchange Act of 1934 may apply to sales of our common stock and activities of the selling stockholders. 
  

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