Exhibit 4.1


 


LEXINGTONPARK PARENT CORP.


 


REGISTRATION RIGHTS AGREEMENT


 


REGISTRATION
RIGHTS AGREEMENT, dated as of
[                ],
2009 (this “Agreement”), among RAMIUS LLC, a Delaware limited liability
company (“Ramius”), BA ALPINE HOLDINGS INC., a Delaware corporation (“BA”),
BAYERISCHE HYPO- UND VEREINSBANK AG, a German
corporation (“HVB AG”), HVB ALTERNATIVE ADVISORS INC., a Delaware
corporation and an indirect wholly-owned subsidiary of HVB AG (“HVB”
and, together with BA and HVB, the “UCI Parties”), and LEXINGTONPARK PARENT CORP., a
Delaware corporation (the “Company”).


 


R E C I T A L S


 


WHEREAS,
the Company, Ramius, Cowen Group, Inc. (“Cowen”), Lexington Merger
Corp. and Park Exchange LLC (“Exchange Sub”) have entered into that
certain Transaction Agreement and Agreement and Plan of Merger, dated as of June 3,
2009 (the “Transaction Agreement”);


 


WHEREAS,
pursuant to the terms of the Transaction Agreement, Ramius exchanged
substantially all of its assets and all of its liabilities for 37,536,826 shares
of the Company’s Class A voting common stock, par value $.01 per share
(the “Class A Common Stock”);


 


WHEREAS,
BA is a member of Ramius;


 


WHEREAS,
the Company, Ramius, HVB, HVB AG, Cowen and
Exchange Sub have entered into that certain Asset Exchange Agreement, dated as
of June 3, 2009 (the “Asset
Exchange Agreement”);


 


WHEREAS,
pursuant to the terms of the Asset Exchange Agreement, HVB exchanged its
interest in Ramius Fund of Funds Group LLC for 2,713,882 shares of Class A
Common Stock and certain other consideration;


 


WHEREAS,
the Company has agreed to grant Ramius and the UCI Parties certain registration
rights in connection with respect to the Registrable Securities held by them;
and


 


WHEREAS,
the Company, Ramius and the UCI Parties desire to define the registration
rights of Ramius and the UCI Parties on the terms and subject to the conditions
herein set forth.


 


NOW,
THEREFORE, in consideration of the foregoing premises and for other good and
valuable consideration, the parties hereby agree as follows:


 

















 


SECTION 1. 
DEFINITIONS


 


In
addition to the terms defined elsewhere in this Agreement, as used herein, the
following terms shall have the following respective meanings:


 


Commission: 
shall mean the Securities and Exchange Commission or any other federal
agency at the time administering the Securities Act;


 


“Company
Supported Distribution” means a public underwritten offering by the Company
that is designated as a “Company Supported Distribution” by the Initiating
Holders in the applicable Demand Notice.


 


Exchange
Act:  shall mean the Securities Exchange Act of
1934, as amended (or any successor act), and the rules and regulations
promulgated thereunder;


 


Holder: 
shall mean any holder of Registrable Securities;


 


Initiating
Holder:  shall mean any of (i) the UCI Parties or
(ii) Ramius, with respect to shares of Registrable Securities held by the
UCI Parties (including those held indirectly by the UCI Parties through Ramius)
upon receipt of a request from a UCI Party that Ramius make a demand pursuant
to Section 2(b) hereof;


 


Issuer
Free Writing Prospectus:  shall mean an “Issuer Free
Writing Prospectus,” as defined in Rule 433 under the Securities Act,
relating to an offer of Registrable Securities;


 


FINRA: 
shall mean the Financial Industry Regulatory Authority;


 


Losses: 
shall have the meaning set forth in Section 2(f)(i) hereof;


 


Participating
Holders:  Holders participating in the Registration
relating to the Registrable Securities;


 


Person: 
shall mean an individual, partnership, limited liability company,
joint-stock company, corporation, trust or unincorporated organization, and a
government or agency or political subdivision thereof;


 


Prospectus: 
means the prospectus (including any preliminary, final or summary
prospectus) included in any Registration Statement, all amendments and
supplements to such prospectus and all other material incorporated by reference
in such prospectus;


 


Register, Registered and Registration:  shall mean a registration effected by
preparing and filing a Registration Statement in compliance with the Securities
Act (and any post-effective amendments filed or required to be filed) and the
declaration or ordering of effectiveness of such Registration Statement;


 


Registrable
Securities:  shall mean (A) any shares of Class A
Common Stock held (including directly or indirectly through Ramius) or
hereafter acquired (including directly or indirectly through Ramius) by Ramius,
the members of Ramius (other than BA) or the UCI


 


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Parties or any
transferee of a UCI Party or Ramius (acting on behalf of any UCI Party) in
accordance with the Asset Exchange Agreement or the Fourth Amended and Restated
Limited Liability Company Operating Agreement of Ramius and (B) any stock
of the Company issued as a dividend or other distribution with respect to, or
in exchange for or in replacement of, the shares of Class A Common Stock
referred to in clause (A), including any shares of class B common stock, par
value $.01 per share, of the Company transferred by any UCI Party to a
transferee in accordance with the Asset Exchange Agreement or the Fourth
Amended and Restated Limited Liability Company Operating Agreement of Ramius;


 


Registration
Expenses:  shall mean any and all expenses incident to
the performance of or compliance with any Registration, underwriting or
marketing of securities pursuant to Section 2 hereof, including all (i) Registration
and filing fees, and all other fees and expenses payable in connection with the
listing of securities on any securities exchange or automated interdealer
quotation system, (ii) fees and expenses of compliance with any securities
or “blue sky” laws (including fees and disbursements of counsel in connection
with “blue sky” qualifications of the securities registered), (iii) expenses
in connection with the preparation, printing, mailing and delivery of any
Registration Statements, Prospectuses, Issuer Free Writing Prospectus and other
documents in connection therewith and any amendments or supplements thereto, (iv) security
engraving and printing expenses, (v) internal expenses of the Company
(including, without limitation, all salaries and expenses of its officers and
employees performing legal or accounting duties), (vi) fees and
disbursements of counsel for the Company and fees and expenses for independent
certified public accountants retained by the Company (including the expenses
associated with the delivery by independent certified public accountants of any
comfort letters requested pursuant to the terms hereof), (vii) fees and
expenses of any special experts retained by the Company in connection with such
Registration, (viii) reasonable fees and expenses of one counsel for all
of the Participating Holders in an amount not to exceed $75,000 in the case of
a Company Supported Distribution, or $30,000 in any other Registration, which
counsel shall be selected by the Participating Holder holding the largest
number of the Registrable Securities to be sold in the Registration, (ix) fees
and expenses in connection with any review by FINRA of any underwriting arrangements
or other terms of the offering, and all reasonable fees and expenses of any “qualified
independent underwriter,” including the fees and expenses of any counsel
thereto, (x) reasonable fees and disbursements of underwriters customarily
paid by issuers or sellers of securities, but excluding any underwriting fees,
discounts and commissions attributable to the sale of Registrable Securities,
(xi) costs of printing and producing any agreements among underwriters, underwriting
agreements, any “blue sky” or legal investment memoranda and any selling
agreements and other documents in connection with the offering, sale or
delivery of the Registrable Securities, (xii) transfer agents’ and registrars’
fees and expenses and the fees and expenses of any other agent or trustee
appointed in connection with such offering and (xiii) expenses relating to any
analyst or investor presentations or any “road shows” undertaken in connection
with the Registration, marketing or selling of the Registrable Securities.  Except as provided in clause (viii),
Registration Expenses shall not include any out-of-pocket expenses of the
Participating Holders;


 


Registration
Statement:  shall mean any registration statement of the
Company that covers Registrable Securities pursuant to the provisions of this
Agreement filed with, or to be filed with, the Commission under the rules and
regulations promulgated under the Securities 


 


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Act, including the
related Prospectus, amendments and supplements to such registration statement,
including pre- and post-effective amendments, and all exhibits, financial
information and all material incorporated by reference in such registration
statement;


 


Rule 144: 
shall mean Rule 144 under the Securities Act (or any successor
provisions then in force);


 


security,
securities:  shall have the meaning set forth in Section 2(a)(1) of
the Securities Act;


 


Securities
Act:  shall mean the Securities Act of 1933, as
amended (or any successor act), and the rules and regulations promulgated
thereunder;


 


Selling
Expenses:  shall mean all underwriting discounts and
selling commissions applicable to the sale of Registrable Securities and all
fees and disbursements of counsel for each of the Participating Holders other
than the fees and expenses of one counsel for all of the Participating Holders
which shall be paid for by the Company in accordance with the terms set forth
in clause (viii) of the definition of “Registration Expenses” set forth
herein;


 


SECTION 2.  REGISTRATION RIGHTS


 


(a)           Registration Statements.


 


(i)            S-1 Registration Statement. 
At any time at which the Company is not eligible to use Form S-3,
upon the receipt of a Demand Notice from the Initiating Holders, the Company
shall, at its cost, (x) file a Registration Statement on Form S-1 or
similar long-form Registration Statement to effect a Registration with respect
to the number of Registrable Securities held by the Initiating Holders
(directly or through Ramius) specified in such Demand Notice and (y) use
its reasonable best efforts to effect such Registration (including, without
limitation, the execution of an undertaking to file post-effective amendments,
appropriate qualification under applicable blue sky or other state securities
laws and appropriate compliance with applicable regulations issued under the
Securities Act) as would permit or facilitate the distribution, sale and resale
of such number of Registrable Securities as are specified in the Demand Notice,
provided that (x) in no event shall any such Registration Statement
on Form S-1 become effective prior to the date that is one day after the
six-month anniversary of the date of this Agreement and (y) the Company
shall not be obligated to effect, or take any action to effect, any such
Registration pursuant to this Section 2(a)(i), in any particular
jurisdiction in which the Company would be required to execute a general
consent to service of process in effecting such Registration, qualification or
compliance, unless the Company is already subject to service in such
jurisdiction and except as may be required by the Securities Act or applicable rules or
regulations thereunder.


 


(ii)           S-3 Resale Registration Statement. 
The Company shall use its reasonable best efforts to qualify and
maintain eligibility for Registration on Form S-3 for secondary sales as
soon as practicable after the date of this Agreement.  After the Company has qualified for the use
of Form S-3, the Company shall file a Form S-3 Registration


 


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Statement with the Commission at its cost, and, as
promptly as practicable thereafter, shall use its reasonable best efforts to
effect and maintain the Registration of all shares of Registrable Securities on
Form S-3 (including, without limitation, the execution of an undertaking
to file post-effective amendments, appropriate qualification under applicable
blue sky or other state securities laws and appropriate compliance with
applicable regulations issued under the Securities Act) for purposes of
disposition thereof, at any time and from time to time for so long as Ramius or
any of the UCI Parties hold any Registrable Securities, subject to Section 2(h).  If the Company qualifies to do so, it shall
file an automatic Registration Statement on Form S-3 in response to any
request for Registration pursuant to this Section 2(a)(ii).  Upon effecting the Registration of all shares
of Registrable Securities on Form S-3 and during the effectiveness of such
Form S-3 Resale Registration Statement, the Company shall no longer be
required to comply with the terms of Section 2(a)(i).


 


(iii)          Notwithstanding anything to the contrary contained
herein, for a period not to exceed sixty (60) consecutive calendar days and not
to exceed one hundred twenty (120) calendar days in any twelve-month period
(each a “Black Out Period”), provided that there must be an interim
period of at least ninety (90) consecutive days between the end of one Black
Out Period and the beginning of another Black Out Period, the Company will not
be required to file any Registration Statement pursuant to this Agreement, file
any amendment thereto, furnish any supplement to a Prospectus included in a
Registration Statement, make any other filing with the Commission required
pursuant to this Agreement, cause any Registration Statement or other filing
with the Commission required pursuant to this Agreement, cause any Registration
Statement or other filing with the Commission to become effective, or take any
similar action, and any and all sales of Registrable Securities by the Holders
pursuant to an effective Registration Statement shall be suspended:  (A) if an event has occurred and is
continuing as a result of which any Registration Statement or Prospectus would,
in the Company’s reasonable judgment based on advice of outside counsel to the
Company, 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, or (B) if the Company notifies the Holders that
such actions would, in the good faith judgment of outside counsel to the
Company, require the disclosure of material non-public information which the
Company has a bona fide business purpose for preserving as confidential and
which the Company would not otherwise be required to disclose.  Upon the termination of the condition
described in clauses (A) or (B) of above, the Company shall promptly
give written notice to the Holders and shall promptly file any Registration
Statement or amendment thereto required to be filed by it pursuant to this
Agreement, furnish any Prospectus required to be furnished pursuant to this
Agreement, make any other filing with the Commission required of it or
terminate any suspension of sales it has put into effect and shall take such
other actions to permit registered sales of Registrable Securities as
contemplated by this Agreement.


 


(b)           Underwritten Offerings.


 


(i)            Request for Underwritten Offering. 
If the Company shall receive from the Initiating Holders a written
notice (a “Demand Notice”) that an Initiating Holder intends


 


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to distribute, by means
of an underwritten offering, Registrable Securities under an effective
Registration Statement filed pursuant to Section 2(a), the Company will
cooperate with the Initiating Holders to consummate such offering and will
promptly give written notice of the proposed underwritten offering to all other
Holders in accordance with the terms of Section 2(c).


 


(ii)           Underwriting Procedures.  If Holders,
to the extent they have any registration rights under Section 2(c),
request inclusion of their shares of Class A Common Stock in the
underwriting, the Initiating Holder shall offer to include the shares of Class A
Common Stock of such Holders in the underwriting and may condition such offer
on their acceptance of the further applicable provisions of this Section 2.  The Holders whose Registrable Securities are
to be included in such underwriting and the Company shall enter into an
underwriting agreement in customary form with the managing underwriter or
underwriters selected for such underwriting by the Initiating Holder and
reasonably acceptable to the Company; provided, however, that
such underwriting agreement shall not provide for indemnification or
contribution obligations on the part of any Holder greater than the obligations
of the Holders under Section (2)(f)(ii) or Section 2(f)(iv).  Notwithstanding any other provision of this Section 2(b),
if the managing underwriter or underwriters advises the Holders in writing that
marketing factors require a limitation on the number of shares to be
underwritten, the securities of the Company held by Holders other than the UCI
Parties or Ramius (on behalf of the UCI Parties) shall be excluded from such
underwriting on a pro rata basis (based on the number of shares held by such
Holders), in such minimum number of shares so required by such limitation.  If, after the exclusion of such shares held
by those Holders, further reductions are still required due to the marketing
limitation, the number of Registrable Securities included in the underwriting
by each Holder (including the Initiating Holder) shall be reduced on a pro rata
basis (based on the number of shares held by such Holder), by such minimum
number of shares as is necessary to comply with such request.  No Registrable Securities or any other
securities excluded from the underwriting by reason of the underwriter’s
marketing limitation shall be included in such underwriting.  If any Holder who has requested inclusion in
such underwriting as provided above disapproves of the terms of the
underwriting, such Person may elect to withdraw therefrom by providing written
notice to the Company, the underwriter and the Initiating Holder.  The securities so withdrawn shall also be
withdrawn from underwriting.  If the
underwriter has not limited the number of Registrable Securities or other
securities to be underwritten, the Company and officers and directors of the
Company (whether or not such Persons have registration rights pursuant to Section 2(c) hereof)
may include its or their securities for its or their own account in such
underwriting if the managing underwriter or underwriters so agrees and if the
number of Registrable Securities and other securities which would otherwise
have been included in such underwriting will not thereby be limited.


 


(iii)          Underwriting Terms.  In the case
of an underwritten offering under this Section 2(b), the price,
underwriting discount and other financial terms for the Registrable Securities
shall be determined by the Initiating Holder.


 


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(iv)          Number of Underwritten Offerings and Company Supported
Distributions.  The Company shall have no obligations
pursuant to this Section 2(b) to effect more than six (6) underwritten
offerings, of which up to three (3) may be Company Supported Distributions
on behalf of the Initiating Holders pursuant to this Section 2(b).


 


(c)           Piggyback Offerings.


 


(i)            Underwritings.  If the
Company gives notice of a Registered public offering involving an underwriting
of its Class A Common Stock for (x) its own account or (y) for
the account of the Initiating Holders pursuant to the terms of Section 2(b) in
a Company Supported Distribution, the Company shall so advise each of the
Holders in writing thereof and such Holders may, upon written notice to the
Company, participate in such underwriting and include such Holders’ Registrable
Securities in the underwriting to the extent provided herein.  Any Holder who does not provide written
notice of its intention to participate in such underwriting agrees that, from
the date of receipt of written notice of such underwriting until the date that
is ninety (90) calendar days following the closing of such underwriting, such
Holder shall not sell, make any short sale of, loan, grant any option for the
purchase of, effect any public sale or distribution of or otherwise dispose of
any securities of the Company.  The
Holders whose shares are to be included in such underwriting shall (together
with the Company distributing their securities through such underwriting) enter
into an underwriting agreement in customary form with the managing underwriter
or underwriters selected for underwriting by the Company (and if the
underwriting was initiated by a Holder pursuant to Section 2(b), such
underwriters must be selected by the Initiating Holder and be reasonably
acceptable to the Company); provided, however, that such
underwriting agreement shall not provide for indemnification or contribution
obligations on the part of any Holder greater than the obligations of the
Holders under Section 2(f)(ii) or Section 2(f)(iv).
Notwithstanding any other provision of this Section 2(c), if any underwriting
in which a Holder is exercising its rights under this Section 2(c) is
for the Company’s own account and the managing underwriter or underwriters
advises the Company that in its view marketing factors require a limitation on
the number of shares to be underwritten, the managing underwriter or
underwriters may (subject to the allocation priority set forth below) exclude
from such underwriting some or all of the Registrable Securities which would
otherwise be underwritten pursuant hereto. 
The Company shall promptly advise all holders of securities requesting
inclusion in the underwriting of such limitation, and the number of shares of
securities that are entitled to be included in the underwriting shall be
allocated in the following manner:  the
securities of the Company held by Holders (other than the UCI Parties and
Ramius on behalf of the UCI Parties) or to be issued by the Company shall be
excluded from such underwriting to the extent required by such limitation, and,
if a limitation on the number of shares is still required, the number of shares
that may be included in the underwriting by each of the UCI Parties and Ramius
on behalf of the UCI Parties shall be reduced, on a pro rata basis (based on
the number of shares held by such UCI Party and Ramius on behalf of the UCI
Parties), by such minimum number of shares as is necessary to comply with such
limitation.  If any of the Holders
disapproves of the terms of any such underwriting, he, she or it may elect to withdraw
therefrom by providing written notice to the Company and the underwriter.


 


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(d)           Expenses of Registration. 
All Registration Expenses incurred in connection with any Registration,
underwriting, qualification or compliance pursuant to this Section 2 shall
be borne by the Company, and all Selling Expenses shall be borne by the Holders
of the securities included in such underwriting pro rata on the basis of the
number of their shares so included; provided, however, the
Company shall not be required to pay for expenses of any underwriting begun
pursuant to Section 2(b), the request for which has been subsequently
withdrawn by the Initiating Holder unless (i) the withdrawal is based upon
material adverse information concerning the Company of which the Initiating
Holder was not aware at the time of such request or (ii) in the case of a
withdrawn Company Supported Distribution, the Initiating Holder agrees to
forfeit its right to one requested underwriting pursuant to Section 2(b),
as applicable.


 


(e)           Registration Procedures. 
In the case of each Registration effected by the Company pursuant to
this Section 2, the Company will keep the Participating Holders advised in
writing as to the initiation of each Registration.  At its expense, the Company will:


 


(i)            (A) keep any Registration of Registrable
Securities on Form S-1 effective for at least ninety (90) days; and (B) keep
any Registration Statement on Form S-3 effective until all such
Registrable Securities are sold, provided that Rule 415, or any successor rule under
the Securities Act, permits an offering on a continuous or delayed basis;


 


(ii)           as promptly as practicable, prepare and file with the
Commission such pre- and post-effective amendments to such Registration
Statement, supplements to the Prospectus and such amendments or supplements to
any Issuer Free Writing Prospectus as may be necessary to keep such
Registration effective for the period of time required by this Agreement, and
comply with provisions of the applicable securities laws with respect to the
sale or other disposition of all securities covered by such Registration
Statement during such period in accordance with the intended method or methods
of disposition by the sellers thereof set forth in such Registration Statement;


 


(iii)          notify the Participating Holders and the managing
underwriter or underwriters, if any, and (if requested) confirm such advice in
writing and provide copies of the relevant documents, as promptly as
practicable after notice thereof is received by the Company (1) when the
applicable Registration Statement or any amendment thereto has been filed or
becomes effective, and when the applicable Prospectus or Issuer Free Writing
Prospectus or any amendment or supplement thereto has been filed, (2) to
the extent any of the following relates to the Participating Holders or
information supplied by the Participating Holders, of any written comments by
the Commission or any request by the Commission or any other federal or state
governmental authority for amendments or supplements to such Registration
Statement, Prospectus or Issuer Free Writing Prospectus or for additional
information, (3) of the issuance by the Commission of any stop order
suspending the effectiveness of such Registration Statement or any order by the
Commission or any other regulatory authority preventing or suspending the use
of any Prospectus or any Issuer Free Writing Prospectus or the initiation or
threatening of any proceedings for such purposes, (4) if, at any time, the
representations and warranties


 


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of the Company in any applicable underwriting
agreement cease to be true and correct in all material respects, and (5) of
the receipt by the Company of any notification with respect to the suspension of
the qualification of the Registrable Securities for offering or sale in any
jurisdiction or the initiation or threatening of any proceeding for such
purpose;


 


(iv)          promptly notify the Participating Holders and the
managing underwriter or underwriters, if any, when the Company becomes aware of
the happening of any event as a result of which the applicable Registration
Statement, the Prospectus included in such Registration Statement (as then in
effect) or any Issuer Free Writing Prospectus contains any untrue statement of
a material fact or omits to state a material fact required to be stated therein
or necessary in order to make the statements therein (in the case of such
Prospectus or any Issuer Free Writing Prospectus, in light of the circumstances
under which they were made) not misleading, and when any Issuer Free Writing
Prospectus includes information that may conflict with the information
contained in the Registration Statement, or, if for any other reason it shall
be necessary during such time period to amend or supplement such Registration
Statement, Prospectus or Issuer Free Writing Prospectus in order to comply with
the Securities Act and, in either case as promptly as practicable thereafter,
prepare and file with the Commission, and furnish without charge to the
Participating Holders and the managing underwriter or underwriters, if any, an
amendment or supplement to such Registration Statement, Prospectus or Issuer
Free Writing Prospectus which shall correct such misstatement or omission or
effect such compliance;


 


(v)           use its reasonable best efforts to prevent, or obtain
the withdrawal of, any stop order or other order suspending the use of any
Prospectus or any Issuer Free Writing Prospectus;


 


(vi)          deliver to each Participating Holder and each underwriter,
if any, without charge, as many copies of the applicable Prospectus (including
each preliminary Prospectus), any Issuer Free Writing Prospectus and any
amendment or supplement thereto as such Participating Holder or underwriter may
reasonably request;


 


(vii)         subject to the terms set forth in Section 2(a)(iii) hereof,
on or prior to the date on which the applicable Registration Statement is
declared effective; use its reasonable best efforts to (1) register or
qualify the Registrable Securities covered by such Registration Statement under
such other securities or “blue sky” laws of such jurisdictions in the United
States as any Participating Holder reasonably (in light of such Participating
Holder’s intended plan of distribution) requests and (2) cause such
Registrable Securities to be registered with or approved by such other
governmental agencies or authorities as may be necessary by virtue of the
business and operations of the Company and do any and all other acts and things
that may be reasonably necessary or advisable to enable such Participating
Holder to consummate the disposition of the Registrable Securities owned by
such Participating Holder pursuant to such Registration Statement;


 


(viii)        in the case of an underwritten offering, enter into a
customary underwriting agreement;


 


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(ix)           cooperate with each Participating Holder and the
underwriters, if any, of such Registrable Securities and their respective
counsel in connection with any filings required to be made with FINRA;


 


(x)            in the case of a Company Supported Distribution, cause
the senior executive officers of the Company to participate in the customary “road
show” presentations that may be reasonably requested by the managing
underwriter in any such underwritten offering;


 


(xi)           obtaining opinions of counsel to the Company and
updates thereof addressed to each selling Holder and the underwriters or
initial purchasers, if any, covering matters as are customarily requested in
opinions covering secondary resale offerings of companies of comparable size,
maturities and lines of business as the Company;


 


(xii)          obtaining “comfort” letters and updates thereof from
the Company’s independent certified public accountants, such letters covering
matters as are customarily requested in comfort letters covering secondary
resale offerings of companies of comparable size, maturities and lines of
business as the Company


 


(xiii)         making reasonably available for inspection by each
Purchaser and the underwriters or initial purchasers, if any, and any attorney,
accountant or other agent retained by any such Purchaser or Underwriter or
Initial Purchaser, all relevant financial and other records and pertinent
corporate documents of the Company as are customarily made available in
secondary resale offerings of companies of comparable size, maturities and
lines of business as the Company;


 


(xiv)        delivering such documents and certificates as are
customarily delivered in secondary resale offerings of companies of comparable
size, maturities and lines of business as the Company


 


(xv)         otherwise to cause the senior executive officers of
the Company to facilitate, cooperate with, and participate in each proposed
offering contemplated herein and customary selling efforts related thereto.


 


(f)            Indemnification.


 


(i)            Indemnification by the Company. 
The Company agrees to indemnify and hold harmless, to the fullest extent
permitted by law, (1) each of the Participating Holders and each of its
officers, directors, limited or general partners and members thereof, (2) each
member, limited or general partner of each such member, limited or general
partner, (3) each of their respective affiliates, officers, directors,
shareholders, employees, advisors, and agents and each Person who controls
(within the meaning of the Securities Act or the Exchange Act) such Persons,
with respect to each Registration which has been effected pursuant to this Section 2,
and each underwriter, if any, and each person who controls (within the meaning
of the Securities Act or the Exchange Act) any underwriter, against any and all
claims, losses, damages, penalties, judgments, suits, costs, liabilities


 


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and expenses (or actions
in respect thereof) (collectively, the “Losses”) arising out of or based
on (A) any untrue statement (or alleged untrue statement) of a material
fact contained in any Registration Statement (including any Prospectus or
Issuer Free Writing Prospectus) or any other document incident to any such
Registration, qualification or compliance (including any notification or the
like), (B) any omission (or alleged omission) to state therein a material
fact required to be stated therein or necessary to make the statements therein
not misleading (in the case of any Prospectus or Issuer Free Writing
Prospectus, in light of the circumstances under which they were made not
misleading), or (C) any violation by the Company of the Securities Act or
the Exchange Act applicable to the Company and relating to action or inaction
required of the Company in connection with any such Registration, qualification
or compliance, and will reimburse each of the Persons listed above, for any
legal and any other expenses reasonably incurred in connection with
investigating and defending any such Losses, provided that the Company
will not be liable in any such case to the extent that any such Losses arise
out of or are based on any untrue statement or omission based upon written
information furnished to the Company by the Participating Holders or
underwriter and stated to be specifically for use therein.


 


(ii)           Indemnification by the Participating Holders. 
Each of the Participating Holders agrees (severally and not jointly) to
indemnify and hold harmless, to the fullest extent permitted by law, the
Company, each of its directors and officers and each underwriter, if any, of
the Company’s securities covered by such a Registration Statement, each Person
who controls the Company (within the meaning of the Securities Act or the
Exchange Act) or such underwriter, each Participating Holder and each of their
respective officers, directors, partners and members, and each Person
controlling such Participating Holder (within the meaning of the Securities Act
or the Exchange Act) against any and all Losses arising out of or based on (A) any
untrue statement (or alleged untrue statement) of a material fact contained in
any Registration Statement (including any Prospectus or Issuer Free Writing
Prospectus) or any other document incident to any such Registration,
qualification or compliance (including any notification or the like) made by
such Participating Holder in writing or (B) any omission (or alleged
omission) to state therein a material fact required to be stated therein or
necessary to make the statements by such Participating Holder therein not
misleading (in the case of any Prospectus or Issuer Free Writing Prospectus, in
light of the circumstances under which they were made not misleading) and will
reimburse the Persons listed above for any legal or any other expenses
reasonably incurred in connection with investigating or defending any such
Losses, in each case to the extent, but only to the extent, that such untrue
statement (or alleged untrue statement) or omission (or alleged omission) is
made in reliance upon and in conformity with written information furnished to
the Company by such Participating Holder and stated to be specifically for use
therein; provided, however, that the obligations of each of the
Participating Holders hereunder shall be limited to an amount equal to the net
proceeds such Participating Holder receives in such Registration.


 


(iii)          Conduct of the Indemnification Proceedings. 
Each party entitled to indemnification under this Section 2(f) (the
“Indemnified Party”) shall give notice to the party required to provide
indemnification (the “Indemnifying Party”) promptly after such


 


11

















 


Indemnified Party has
actual knowledge of any claim as to which indemnity may be sought, and shall
permit the Indemnifying Party to assume the defense of any such claim or any
litigation resulting therefrom; provided that counsel for the Indemnifying
Party, who shall conduct the defense of such claim or any litigation resulting
therefrom, shall be approved by the Indemnified Party (whose approval shall not
unreasonably be withheld) and the Indemnified Party may participate in such
defense at such party’s expense (unless the Indemnified Party shall have
reasonably concluded that there may be a conflict of interest between the
Indemnifying Party and the Indemnified Party in such action, in which case the
fees and expenses of counsel shall be at the expense of the Indemnifying
Party), and provided further that the failure of any Indemnified Party to give
notice as provided herein shall not relieve the Indemnifying Party of its
obligations under this Section 2(f) unless the Indemnifying Party is
materially prejudiced thereby.  No
Indemnifying Party, in the defense of any such claim or litigation shall,
except with the prior written consent of each Indemnified Party, consent to
entry of any judgment or enter into any settlement which does not include as an
unconditional term thereof the giving by the claimant or plaintiff to such
Indemnified Party of a release from all liability in respect to such claim or
litigation.  Each Indemnified Party shall
furnish such information regarding itself or the claim in question as an
Indemnifying Party may reasonably request in writing and as shall be reasonably
required in connection with the defense of such claim and litigation resulting
therefrom.


 


(iv)          If the indemnification provided for in this Section 2(f) is
held by a court of competent jurisdiction to be unavailable to an Indemnified
Party with respect to any Losses, then the Indemnifying Party, in lieu of
indemnifying such Indemnified Party hereunder, 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 on the one hand and of the Indemnified Party on the other in connection
with the statements or omissions (or alleged statements or omissions) which
resulted in such Losses, as well as any other relevant equitable considerations.  The relative fault of the Indemnifying Party
and of the Indemnified Party shall be determined by reference to, among other
things, whether the untrue (or alleged untrue) statement of a material fact or
the omission (or alleged omission) to state a material fact relates to
information supplied by the Indemnifying Party or by the Indemnified Party and
the parties’ relative intent, knowledge, access to information and opportunity
to correct or prevent such statement or omission; provided, however,
that the obligations of each of the Participating Holders hereunder shall be
several and not joint and shall be limited to an amount equal to the net
proceeds such Participating Holder receives in such Registration.


 


(v)           Subject to the limitations on the Holders’ liability
set forth in Section 2(f)(ii) and 2(f)(iv), the remedies provided for
in this Section 2(f) are not exclusive and shall not limit any rights
or remedies which may otherwise be available to any Indemnified Party at law or
equity.  The remedies shall remain in
full force and effect regardless of any investigation made by or on behalf of
such Holder or any Indemnified Party and survive the transfer of such
securities by such Holder.


 


12

















 


(g)           Participating Holders.


 


(i)            Each of the Participating Holders shall furnish to the
Company such information regarding such Participating Holder and the
distribution proposed by such Holder as the Company may reasonably request in
writing and as shall be reasonably required in connection with any
Registration, qualification or compliance referred to in this Section 2.


 


(ii)           In the event that, either immediately prior to or
subsequent to the effectiveness of any Registration Statement, any
Participating Holder shall distribute Registrable Securities to its partners or
members, such Participating Holder shall so advise the Company and provide such
information as shall be necessary to permit an amendment to such Registration
Statement to provide information with respect to such partners or members, as
selling security holders.  Promptly
following receipt of such information, the Company shall file an appropriate
amendment to such Registration Statement reflecting the information so provided.  Any incremental expense to the Company
resulting from such amendment shall be borne by such Participating Holder.


 


(iii)          Each Holder agrees that at the time that such Holder
is a Participating Holder, upon receipt of any notice from the Company of the
happening of any event of the kind described in Section 2(e)(iv), such
Holder shall forthwith discontinue disposition of Registrable Securities
pursuant to the Registration Statement covering such Registrable Securities
until such Holder’s receipt of the copies of a supplemented or amended Prospectus
or Issuer Free Writing Prospectus or until such Holder is advised in writing by
the Company that the use of the Prospectus or Issuer Free Writing Prospectus,
as the case may be, may be resumed, and, if so directed by the Company, such
Holder shall deliver to the Company all copies, other than any permanent file
copies then in such Holder’s possession, of the most recent Prospectus or any
Issuer Free Writing Prospectus covering such Registrable Securities at the time
of receipt of such notice.  If the
Company shall give such notice, the Company shall extend the period during
which such Registration Statement shall be maintained effective by the number
of days during the period from and including the date of the giving of notice
pursuant to Section 2(e)(iv) to the date when the Company shall make
available to such Holder a copies of the supplement or amended Prospectus or
Issuer Free Writing Prospectus or is advised in writing that the use of the
Prospectus or Issuer Free Writing Prospectus may be resumed.


 


(h)           Termination. 
Notwithstanding anything to the contrary in this Agreement, the
registration rights set forth in this Section 2 shall not be available, (i) with
respect to any Holder, if in the written opinion of counsel to the Company, all
of the Registrable Securities then owned by such Holder could be sold pursuant
to Rule 144 without limitation thereunder on volume or manner of sale or (ii) as
to any Holder, all of the Registrable Securities held by such Holder have been
sold in a Registration pursuant to the Securities Act or an exemption
therefrom.  Notwithstanding the
foregoing, the indemnification provisions in Section 2(f) and
Sections 3 and 4 shall survive any termination of this Agreement.


 


13

















 


(i)            Class B Common
Stock.  In connection with any Registered sale of Class B
Common Stock by a Holder that is subject to the Bank Holding Company Act of
1956, as amended (the “BHC Act”), unless prohibited by the BHC Act, the
Holder shall be entitled to surrender to the Company such shares of Class B
Common Stock to be sold in such Registration, and, upon surrender, the Company
shall issue to the purchasers in such Registered sale an equal number of shares
of Class A Common Stock.


 


SECTION 3.  INTERPRETATION OF THIS AGREEMENT


 


(a)           Directly or Indirectly. 
Where any provision in this Agreement refers to action to be taken by
any Person, or which such Person is prohibited from taking, such provision
shall be applicable whether such action is taken directly or indirectly by such
Person.


 


SECTION 4. 
MISCELLANEOUS


 


(a)           Governing Law. 
This Agreement shall be governed by and construed in accordance with the
laws of the State of Delaware applicable to contracts made and to be performed
entirely within such State without regard to conflicts of law principles.


 


(b)           Section Headings. 
The headings of the sections and subsections of this Agreement are
inserted for convenience only and shall not be deemed to constitute a part
thereof.


 


(c)           Notices.


 


(i)            All communications under this Agreement shall be in
writing and shall be delivered by hand or facsimile or mailed by overnight
courier or by registered or certified mail, postage prepaid:


 


(1)           if to the Company, to [                   ],
or at such other address as it may have furnished to the Holders in writing.


 


(2)           if to Ramius, to
[                   ],
or at such other address or facsimile number as may have been furnished the
Company in writing.


 


(3)           if to any of the UCI Parties, to [                   ],
or at such other address as it may have furnished to the Company in writing.


 


(ii)           Any notice so addressed shall be deemed to be given:
if delivered by hand or facsimile, on the date of such delivery; if mailed by
overnight courier, on the first business day following the date of such
mailing; and if mailed by registered or certified mail, on the third business
day after the date of such mailing.


 


(d)           Reproduction of Documents. 
This Agreement and all documents relating thereto, including, without
limitation, any consents, waivers and modifications which may hereafter be
executed may be reproduced by the Holders by any photographic, photostatic,
microfilm, microcard, miniature photographic or other similar process and the
Holders may destroy any original document so reproduced.  The parties hereto agree and stipulate that
any


 


14

















 


such
reproduction shall be admissible in evidence as the original itself in any
judicial or administrative proceeding (whether or not the original is in
existence and whether or not such reproduction was made by the Holders in the
regular course of business) and that any enlargement, facsimile or further
reproduction of such reproduction shall likewise be admissible in evidence.


 


(e)           Successors and Assigns. 
No party may assign or otherwise transfer any of their respective rights
or obligations hereunder without the prior written consent of the other parties
hereto; provided that the UCI Parties and Ramius shall be entitled to assign
the rights of the UCI Parties or Ramius as an Initiating Holder or otherwise to
a transferee of any of the UCI Parties’ beneficial ownership (as defined in Rule 13d-3
of the rules and regulations promulgated under the Exchange Act ) of any
Registrable Securities in accordance with the Asset Exchange Agreement or the
Fourth Amended and Restated Limited Liability Company Agreement of Ramius and,
if requested by the UCI Holders in connection with any such assignment, Ramius
will make such assignment of rights at the request of the UCI Parties.  Any such transferee shall be deemed to be a
third party beneficiary of the transferring party’s rights hereunder upon
notice by the transferring UCI Party to the Company, entitled to exercise such
transferring party’s rights upon and following such notice.


 


(f)            Other Registration
Rights.   Except as provided in Section 4(e),
until the earlier of (i) three years following the date of this Agreement
and (ii) the date on which the Initiating Holders do not beneficially own
any Registrable Securities, the Company shall not grant any person other than
the parties to this Agreement as of the date hereof registration rights on
sales of capital stock of the Company (x) that would be superior to the
rights of the UCI Parties and Ramius (on behalf of the UCI Parties) hereunder
or (y) that would, as a result of any registered sale by the Company at
the request of such person (whether structured as a secondary sale or a primary
sale by the Company), subject any of the UCI Parties or Ramius (on the behalf
of the UCI Parties) to any underwriter lock-up period without such Holder’s
consent.


 


(g)           Entire Agreement; Amendment and
Waiver.  This Agreement constitutes the entire
understanding of the parties hereto relating to the subject matter hereof and supersedes
all prior understandings among such parties. 
This Agreement may be amended, and the observance of any term of this
Agreement may be waived, with (and only with) the written consent of the
parties hereto, unless all rights under this Agreement have been terminated
with respect to a Holder.  Any amendment
or waiver effected in accordance with this Section 4(f) shall be
binding upon each Holder of Registrable Securities then outstanding (whether or
not such Holder consented to any such amendment or waiver).


 


(h)           Severability. 
In the event that any part or parts of this Agreement shall be held
illegal or unenforceable by any court or administrative body of competent
jurisdiction, such determination shall not affect the remaining provisions of
this Agreement which shall remain in full force and effect.


 


15

















 


(i)            Counterparts. 
This Agreement may be executed in two or more counterparts (including by
electronic transmission or facsimile), each of which shall be deemed an
original and all of which together shall be considered one and the same
agreement.


 


[Remainder of Page Intentionally Left Blank]


 


16

















 


IN
WITNESS WHEREOF, the undersigned have executed this Agreement as of the date
first set forth above.


 


	
   

  	
  LEXINGTONPARK PARENT CORP.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  RAMIUS LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  BA ALPINE HOLDINGS INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  HVB ALTERNATIVE ADVISORS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  BAYERISCHE HYPO- UND
  VEREINSBANK AG

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  [HOLDERS]