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.

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