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  “**Reclassification Event**” means any share combination or subdivision (split), issuance ofbonus shares or any other reclassification of the Company’s shares.   “**Register**”, “**registered**” and “**registration**” refer to a registration effected by filing aregistration statement in compliance with the Securities Act and the declaration or orderingby the SEC of effectiveness of such registration statement.   “**Registrable Shares**” means shares of Common Stock of the Company held by the Investor andits Permitted Transferees acquired pursuant to the exercise of the Investor Warrants and anybonus shares and share dividends payable with respect to such shares. Notwithstanding theforegoing, Registrable Shares shall not include shares of Common Stock (i) that were sold toor through a broker or dealer or underwriter in a public distribution or a public securitiestransaction in compliance with applicable federal and state securities laws or (ii) whichcould be sold in transactions in compliance with Rule 144 within three (3) months of thedate of any request for registration.   “**Rule 144**” shall mean Rule 144 under the Securities Act or any successor or similar rule asmay be enacted by the Commission from time to time.   “**Securities Act**” means the United States Securities Act of 1933, as amended.**2.** **INCIDENTAL REGISTRATION.** 2.1. If, at any time the Company proposes to register any of its equitysecurities for sale by the Company and/or for sale by Alon Israel Oil Company,Ltd. (the “**Company’s Securities**”), or for any other person, other than (a) in aregistration under Section 3 of this Agreement, (b) a registration on Form S-4of the Commission or any successor form thereto or (c) a registration on FormS-8 of the Commission or any successor form thereto, the Company shall givenotice to the Investor of such intention at least twenty (20) days prior to thefiling of the registration statement in connection with such registration. Uponthe written request of the Investor given to the Company within ten (10) daysafter receipt of any such notice, the Company shall include in suchregistration (subject to Section 2.2 below) all of the Registrable Sharesindicated in such request of the Investor, so as to permit the disposition ofthe shares so requested. Such request of the Investor shall also provide thenames of the Holders of the Registrable Shares to be registered and specify theproposed plan of distribution or other method of offer and sale of theRegistrable Shares as to which such request is made and the period over whichsuch Registrable Shares will be offered and sold.  2.2. Notwithstanding any other provision of this Section 2:
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 2.2.1. if the offer and sale of securities being registered is oneinvolving an underwritten public offering of equity securities of theCompany being made at the election of the Company or another Personand if the managing underwriter in connection with such underwrittenpublic offering of equity securities of the Company selected by theCompany or such another Person advises the Company in writing that inits opinion (a) the number of securities requested to be included insuch registration by the Company, the Investor and any other Person orPersons or (b) the kind or combination of securities that the Company,the Investor and any other Person or Persons intend to include in suchoffering would, in either case, adversely affect the success of suchoffering, such underwriter’s ability to effect an orderly distributionof such securities or the contemplated price of such securities, (i)the Company will include in such registration: (A) first, theCompany’s Securities, (B) second, the number of Registrable Sharesrequested to be included by the Investor and all other Personsentitled to include equity securities of the Company in thatregistration to the extent that, in the opinion of such underwriter,all such equity securities can be included in such offering withoutadversely affecting the orderly distribution of such securities or theprice at which they can be sold; provided, however, that if thecombination of securities to be offered pursuant to such registrationis a basis of such managing underwriter’s opinion, (x) the RegistrableShares that shall be included in such registration and offering shallbe reduced as described in the immediately preceding clause (i) inthis Section 2.2.1 or (y) if such actions would, in the judgment ofthe managing underwriter, be insufficient to substantially eliminatethe adverse effect or effects that inclusion of the Registrable Sharesrequested to be included in such registration and offering would haveon such offering, such Registrable Shares shall be excluded entirelyfrom such registration and offering. The Registrable Shares and otherequity securities that are not a part of the Company’s Securities tobe included shall be included pro rata based on the number ofRegistrable Securities and other equity securities requested to beincluded by the Investor and other Persons.**3.** **DEMAND REGISTRATION.** 3.1. At any time after the date hereof through the seventh anniversary ofthe date hereof, the Investor may request in writing that all or part of itsRegistrable Shares shall be registered under the Securities Act (each suchregistration, a **“Demand Registration”**). Thereafter, the Company shall, aspromptly as
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   practicable, and in any event within 3 (three) months of the writtenrequest of the Investor, make commercially reasonable efforts to effect theregistration of all Registrable Shares indicated in the written request bythe Investor on the form customarily used for such purposes.  3.2. The Investor shall be entitled to have an aggregate of two (2) DemandRegistrations.  3.3. Notwithstanding any other provision of this Section 3, no request for aDemand Registration shall be binding on the Company if: (i) the Company hasfiled any registration statement for the registration of its equity securities(other than on a Form S-8 or similar registration for employee shares) withinthe previous one hundred and twenty (120) days or (ii) the anticipated grossproceeds from the sale of the Registrable Shares to be included in theRegistration are less than an aggregate of Three Million United States Dollars($3,000,000). In addition, if the Company shall furnish to the Investor acertificate signed by the Chief Executive Officer of the Company stating that,in the good faith judgment of the Board of Directors, it would be detrimentalto the Company for such registration statement to be filed and it is thereforeessential to defer the filing of such registration statement, the Company shallhave the right to defer such filing for a period of not more than one hundredand eighty (180) days after receipt of the request of the Investor (the “**DelayPeriod**”). The Company agrees that it shall not file any other registrationstatement (other than a registration statement on Form S-8 or, if legally orcontractually required to do so, a registration statement on Form S-4) onbehalf of itself or any other party during such Delay Period.  3.4. Any registration process begun pursuant to Section 3.1 in response tothe Investor’s request for a Demand Registration to occur shall count againstthe available Demand Registrations, provided that any registration processbegun pursuant to Section 3.1 that is subsequently terminated at the request ofthe Investor shall not count toward the available Demand Registrations setforth in Section 3.2 above, if the request of the Investor for such terminationis based upon material adverse information relating to the Company or itscondition, business and prospects of which the Investor first became awareafter the time of its request with respect to such Demand Registration.  3.5. The Company may include the Company’s Securities, including securitiesof the Company held or beneficially owned by Alon Israel Oil Company Ltd. inany registration statement relating to a Demand Registration and any S-3registration as provided for in Section 3.6 below. Notwithstanding any otherprovision of this Section 3, if the Investor advises the Company, in writing,that, in the managing underwriter’s opinion, the number of securities requestedto be included in such registration exceeds the number that can be sold in suchoffering without adversely affecting such underwriter’s ability to effect anorderly distribution of such securities or materially affecting thecontemplated price of such securities, the Company will include in suchregistration only the
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   number of Registrable Shares requested by the Investor to be included that,in the opinion of such underwriters, can be sold, in the registration.  3.6. S-3 Registration. In any case that the Company shall receivefrom the Investor a written request that the Company effect a registration onForm S-3 with respect to Registrable Shares where the aggregate gross proceedsfrom the sale of Registrable Shares equal to at least three million UnitedStates Dollars ($3,000,000) and the Company shall be entitled to effect suchregistration under applicable law, the Company shall use its commerciallyreasonable efforts to effect the registration of all Registrable Shares as arespecified in the request; provided, however, that the Company shall notbe obligated to effect any such registration pursuant to this Section 3.6 (i)if the Company has, within the eighteen (18) month period preceding the date ofsuch request, already effected one (1) registration for the Investor pursuantto this Section 3.6 or (ii) after the seventh anniversary of the date hereof.For such purpose, any such registration on Form S-3 will be counted for sucheighteen (18) month period.  3.7. Maintenance of S-3 Eligibility. The Company undertakes that itwill, once having qualified for registration of its securities using Form S-3,use its commercially reasonable efforts to make all filings and meet all otherrequirements necessary to maintain such qualification for a period of two (2)years.  3.8. Black Out Periods. At any time when a registration statementeffected hereunder relating to Registrable Shares is effective, upon writtennotice from the Company to the Investor that either: (i) the Board of Directorsof the Company, in its reasonable judgment, resolves that the Investor’s saleof Registrable Shares pursuant to the registration statement would adverselyinterfere with any material acquisition, corporate reorganization or othersimilar transaction involving the Company (a “**Transaction Blackout**”); or (ii)the Company determines, in the good faith judgment of the general counsel ofthe Company, that the Investor’s offer or sale of Registrable Shares pursuantto the registration statement would require disclosure of material informationthat the Company has a bona fide business purpose for preserving asconfidential or the Company is unable to comply with Commission’s requirementsand that such disclosure will be detrimental to the Company (an “**InformationBlackout**”); then the Investor shall suspend sales of Registrable Sharespursuant to such registration statement until the earlier of: (A) (1) in thecase of a Transaction Blackout, the earliest of (a) one month after thecompletion of such acquisition, corporate reorganization or other similartransaction; (b) promptly after (but no sooner than three days after the publicannouncement of) abandonment of such acquisition, corporate reorganization orother similar transaction; and (c) 120 days after the date of the Company’swritten notice of Transaction Blackout; or (2) in the case of an InformationBlackout, the earlier of (a) three days after the date upon which such materialinformation is disclosed to the public or ceases to be material; and (b) 120days after the Company makes such good faith
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   determination, and (B) such time as the Company notifies the Investor thatsale pursuant to such registration statement may be resumed.**4.** **DESIGNATION OF UNDERWRITER.** 4.1. In the case of any registration effected pursuant to Section 3, shouldthe offering be underwritten, the Company and the Investor shall confer as tothe selection of a managing underwriter. Should they fail to reach agreement,the selection shall be made by the Investor.  4.2. In the case of any registration initiated by the Company under Section2, the Company shall have the right to designate the managing underwriter inany underwritten offering.**5.** **EXPENSES.**   All expenses incurred in connection with any registration under Sections 2 or 3 shall beborne by the Company; provided, however, that the Investor shall pay its pro rata portion ofthe discounts or commissions payable to any underwriter and shall bear its own attorney’sfees and disbursements.**6.** **INDEMNIFICATION AND CONTRIBUTION.**   In connection with a registration statement filed by the Company pursuant to this Agreement: 6.1. The Company will indemnify and hold harmless, to the fullest extentpermitted by law, the Investor participating in a registration and anyunderwriter who participates as an underwriter in such registered offering, andeach person, if any, who controls the Investor or such underwriter (within themeaning of the Securities Act and the Securities Exchange Act of 1934, asamended (the **“Exchange Act”**)), from and against any and all losses, damages,claims, liabilities, joint or several, costs and expenses (including anyamounts paid in any settlement effected with the Company’s prior writtenconsent) to which the Investor or any such underwriter or controlling personmay become subject under applicable law or otherwise, insofar as such losses,damages, claims, liabilities (or actions or proceedings in respect thereof),costs or expenses arise out of or are based upon (i) any untrue statement oralleged untrue statement of any material fact contained in the registrationstatement or included in the prospectus, as amended or supplemented, or (ii)the omission or alleged omission to state therein a material fact required tobe stated therein or necessary to make the statements therein, in light of thecircumstances in which they are made, not misleading, or (iii) any violation oralleged violation by the Company of the Securities Act, the Exchange Act or thestate securities laws of individual U.S. states, and the Company will reimbursethe Investor, any underwriter and each such controlling person of the Investoror the underwriter, promptly upon demand, for any reasonable legal or any otherexpenses incurred by them in
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   connection with investigating, preparing to defend or defending against orappearing as a third-party witness in connection with such loss, claim,damage, liability, action or proceeding; provided, however, that theCompany will not be liable to or obligated to indemnify or hold harmlesspursuant to this Section 6.1 the Investor, the underwriter or any suchcontrolling person to the extent that any such loss, damage, liability,cost or expense arises out of or is based upon an untrue statement oromission in such registration statement or prospectus so made in relianceupon and in conformity with information furnished to the Company in writingby the Investor, such underwriter or such controlling persons specificallyfor use in such registration statement; provided, further, that thisindemnity shall not be deemed to relieve any underwriter of any of its duediligence obligations; and provided, further, that the indemnity agreementcontained in this Section 6.1 shall not apply to amounts paid in settlementof any such claim, loss, damage, liability or action if such settlement iseffected without the consent of the Company, which consent shall not beunreasonably withheld. Such indemnity shall remain in full force and effectregardless of any investigation made by or on behalf of the Investor, theunderwriter or any controlling person of the underwriter, and regardless ofany sale in connection with such offering by the Investor. Such indemnityshall survive the transfer of securities by a Holder but in no event shallthe Company pay more than once in respect of any loss, damage, claim orliability.  6.2. The Investor participating in a registration will indemnify and holdharmless the Company, any underwriter for the Company, and each person, if any,who controls the Company or such underwriter (within the meaning of theSecurities Act and the Exchange Act), from and against any and all losses,damages, claims, liabilities, costs or expenses (including any amounts paid inany settlement effected with the Investor’s consent) to which the Company orany such controlling person and/or any such underwriter may become subjectunder applicable law or otherwise, insofar as such losses, damages, claims,liabilities (or actions or proceedings in respect thereof), costs or expensesarise out of or are based on (i) any untrue statement or alleged untruestatement of any material fact contained in the registration statement orincluded in the prospectus, as amended or supplemented, or (ii) the omission oralleged omission to state therein a material fact required to be stated thereinor necessary to make the statements therein, in the light of the circumstancesin which they were made, not misleading, and the Investor will reimburse theCompany, any underwriter and each such controlling person of the Company or anyunderwriter, promptly upon demand, for any reasonable legal or other expensesincurred by them in connection with investigating, preparing to defend ordefending against or appearing as a third-party witness in connection with suchloss, claim, damage, liability, action or proceeding; provided, however, thatthe Investor will be liable and obligated to indemnify and hold harmless theInvestor, the underwriter or any such controlling person pursuant to thisSection 6.2 only to the extent that any such loss, damage, liability, cost orexpense arises out of or is based upon an untrue statement or omission in suchregistration or prospectus made in reliance
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   upon and conformity with written information furnished to the Company bythe Investor specifically for use in such registration statement; provided,further, that this indemnity shall not be deemed to relieve any underwriterof any of its due diligence obligations; and provided, further, that theindemnity agreement contained in this Section 6.2 shall not apply toamounts paid in settlement of any such claim, loss, damage, liability oraction if such settlement is effected without the consent of the Investor,as the case may be, which consent shall not be unreasonably withheld. Inany event, the indemnification obligations under this Section 6.2 shall notexceed the net proceeds received by the Investor pursuant to the publicoffering.  6.3. Promptly after receipt by an indemnified party pursuant to theprovisions of Sections 6.1 or 6.2 of notice of the commencement of any actioninvolving the subject matter of the foregoing indemnity provisions, suchindemnified party will, if a claim thereof is to be made against theindemnifying party pursuant to the provisions of said Sections 6.1 or 6.2,promptly notify the indemnifying party of the commencement thereof. In casesuch action is brought against any indemnified party and it notifies theindemnifying party of the commencement thereof, the indemnifying party shallhave the right to participate in, and, to the extent that it may wish, jointlywith any other indemnifying party similarly notified, to assume the defensethereof with counsel reasonably satisfactory to such indemnified party;provided, however, that if the defendants in any action include both theindemnified party and the indemnifying party and there is a conflict ofinterests which would prevent counsel for the indemnifying party from alsorepresenting the indemnified party, the indemnified party or parties shall havethe right to select one separate counsel to participate in the defense of suchaction on behalf of such indemnified party or parties. After notice from theindemnifying party to such indemnified party of its election so to assume thedefense thereof, the indemnifying party will not be liable to such indemnifiedparty pursuant to the provisions of said Sections 6.1 or 6.2 for any legal orother expense subsequently incurred by such indemnified party in connectionwith the defense thereof, unless (i) the indemnified party shall have employedseparate counsel in accordance with the proviso to the immediately precedingsentence, (ii) the indemnifying party shall not have employed counselreasonably satisfactory to the indemnified party to represent the indemnifiedparty within a reasonable time after the notice of the commencement of theaction and within 15 days after written notice of the indemnified party’sintention to employ separate counsel pursuant to the proviso to the immediatelypreceding sentence, or (iii) the indemnifying party has authorized theemployment of counsel for the indemnified party at the expense of theindemnifying party. No indemnifying party will consent to entry of any judgmentor enter into any settlement which does not include as an unconditional termthereof the giving by the claimant or plaintiff to such indemnified party of arelease from all liability in respect to such claim or litigation.
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 6.4. Contribution. If for any reason the foregoing indemnity isunavailable, or is insufficient to hold harmless an indemnified party, then theindemnifying party shall contribute to the amount paid or payable by theindemnified party as a result of such losses, claims, damages, liabilities orexpenses (i) in such proportion as is appropriate to reflect the relativebenefits received by the indemnifying party on the one hand and the indemnifiedparty on the other from the registration or (ii) if the allocation provided byclause (i) above is not permitted by applicable law, or provides a lesser sumto the indemnified party than the amount hereinafter calculated, in suchproportion as is appropriate to reflect not only the relative benefits receivedby the indemnifying party on the one hand and the indemnified party on theother but also the relative fault of the indemnifying party and the indemnifiedparty as well as any other relevant equitable considerations. No person guiltyof fraudulent misrepresentation (within the meaning of Section 11(f) of theSecurities Act) shall be entitled to contribution from any person who was notguilty of such fraudulent misrepresentation.**7.** **OBLIGATIONS OF THE COMPANY.**   Whenever required under this Agreement to effect the registration of any Registrable Shares,the Company shall, as expeditiously as possible: 7.1. (i) prepare and file with the SEC a registration statement with respectto such Registrable Shares and use its commercially reasonable efforts to causesuch registration statement to become effective, (ii) upon the request of theInvestor, keep a registration statement effective until the distributioncontemplated by such registration statement has been completed or, if thedistribution contemplated by the registration statement is being effectedpursuant to Rule 415 under the Securities Act, the earlier of (i) thedistribution contemplated in the registration statement has been completed, and(ii) the termination of 24 months.  7.2. prepare and file with the SEC such amendments and supplements to suchregistration statement and the prospectus that is a part of such registrationstatement as may be reasonably necessary to comply with the provisions of theSecurities Act with respect to the offer and sale of all Registrable Sharescovered by such registration statement.  7.3. furnish to the Investor a copy of the prospectus, including apreliminary prospectus if reasonably requested by the Investor, in conformitywith the requirements of the Securities Act, and such other documents as it mayreasonably request in order to facilitate the offer and sale of RegistrableShares owned by it as contemplated by such registration statement.  7.4. in the event of any underwritten public offering, enter into andperform its obligations under an underwriting agreement, in usual and customaryform and containing customary terms and conditions, with the managingunderwriter of
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   such offering. The Investor shall also enter into and perform itsobligations under such an agreement.  7.5. notify the Investor holding Registrable Shares covered by suchregistration statement at any time when a prospectus relating thereto isrequired to be delivered under the Securities Act of the happening of any eventas a result of which the prospectus included in such registration statement, asthen in effect, together with all prospectus supplements theretofore filed withthe Commission, includes an untrue statement of a material fact or omits tostate a material fact required to be stated therein or necessary to make thestatements therein not misleading in the light of the circumstances thenexisting.  7.6. cause all Registrable Shares registered pursuant hereunder to be listedon the securities exchange on which shares of Common Stock are then listed.  7.7. provide a transfer agent and registrar for all Registrable Sharesregistered pursuant hereunder and a CUSIP number for all such RegistrableShares, in each case not later than the effective date of such registration.  7.8. to the extent that the securities laws of the states of the UnitedStates are not preempted by Section 18 of the Securities Act with respect toany offer and sale of Registrable Securities, take such action as is requiredunder the securities laws of such states of the United States as the Investorshall reasonably request; provided, however, that the Company shall not berequired to qualify to do business as a foreign corporation, or to file anygeneral consent to service of process, in any state.  7.9. furnish to the Investor, should the Investor request registration ofthe offer and sale of Registrable Shares pursuant to this Agreement, on thedate that such Registrable Shares are delivered to the underwriters for sale inconnection with a registration pursuant to this Agreement, if such securitiesare being sold through underwriters, or, if such securities are not being soldthrough underwriters, on the date that the registration statement with respectto such securities becomes effective, (i) an opinion, dated such date, of thecounsel representing the Company for the purposes of such registration, in formand substance as is customarily given to underwriters in an underwritten publicoffering of the type , addressed to the underwriters, if any, and, if theoffering is not underwritten, to the Investor regarding the valid issuance ofthe Registrable Shares and (ii) in the case of an underwritten public offering,a letter dated such date, from the independent certified public accountants ofthe Company, in form and substance as is customarily given by independentcertified public accountants to underwriters in an underwritten publicoffering, addressed to the underwriters.**7A. Investor Obligations.** 7A.1  The Investor shall provide to the Company in connection with anyincidental registration or Demand Registration such information
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   concerning the Investor, its ownership of the shares, its proposed plan ofdistribution for the Registrable Shares to be registered and such otherinformation as the Company may request in order to comply with thedisclosure requirements under the Securities law and the rules andregulations of the Commission thereunder with respect to the offer and saleof Registrable Shares by the Investor pursuant to any registration ofRegistrable Shares effected pursuant to this Agreement. In addition, theInvestor shall provide to the Company such cooperation and assistance asthe Company may reasonably request in connection with effecting theregistration of the Registrable Shares pursuant to any request forregistration made by Investor hereunder**8.** **ASSIGNMENT OF REGISTRATION RIGHTS.**   The Investor may assign its rights to cause the Company to register pursuant to thisAgreement all or part of its Registrable Shares to a Permitted Transferee to whom theInvestor has transferred all or part of its Registrable Shares. The transferor shall, withintwenty (20) days after such transfer, furnish the Company with written notice of the nameand address of such transferee and the securities with respect to which such registrationrights are being assigned, and the transferee’s written agreement to be bound by thisAgreement to the same extent and on the same terms as the Investor. **9.** **LOCK-UP.**   In any registration of the Company’s shares pursuant to Sections 2 or 3 above, the Investoragrees that any sales of Registrable Shares may be subject to a “lock-up” period restrictingsuch sales for up to one hundred and eighty (180) days, and the Investor will agree to abideby such customary “lock-up” period of up to one hundred and eighty (180) days as is requiredby the underwriter in such a registration and further agrees to execute such furtherdocuments as may be required by the underwriters to effectuate such “lock-up”. If theunderwriter in any underwritten public offering of shares of the Company’s Common Stockrequests the directors, officers and holders of substantial blocks of the Company’s sharesof Common Stock to enter into lock-up agreements for a period not to exceed onehundred-eighty days in connection with such offering and the Investor holds more than 5% ofthe outstanding shares of the Common Stock at the time of such offering, the Investor agreesto enter into a lock-up agreement with respect to such offering if such lock-up arrangementsare, and the terms of such lock-up agreement are, customary in similar offerings for personssimilarly situated to the Investor. **10.** **RULE 144.**   The Company shall:   10.1. Make and keep available adequate current public information withrespect to the Company within the meaning of Rule 144(c) under the SecuritiesAct (or similar rule then in effect);
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 10.2. Furnish to the Investor forthwith upon request one of the following,at the discretion of the Company (i) a written statement by the Company as toits compliance with the informational requirements of Rule 144(c) (or similarrule then in effect) or (ii) a copy of the most recent annual or quarterlyreport of the Company; and  10.3. Comply with all other necessary filings and other requirements so asto enable the Investor and any transferee thereof to sell Registrable Sharesunder Rule 144 under the Securities Act (or similar rule then in effect).  The Investor shall provide to the Company in connection with any proposed transferof Registrable Shares in a sale pursuant to Rule 144 such representation letters ofthe Investor and the broker, if any, effecting such sale as may be customary andcontaining such representations and warranties of the Investor and any such brokeras may be customary in connection with such sales.**11. MISCELLANEOUS** 11.1. Further Assurances. Each of the parties hereto shall performsuch further acts and execute such further documents as may reasonably benecessary to carry out and give full effect to the provisions of this Agreementand the intentions of the parties as reflected thereby.  11.2. Governing Law; Jurisdiction. This Agreement shall be governedby, and construed in accordance with, the laws of the State of Delaware;provided, however, that with respect to maters specifically related to thefederal securities laws of the United States, such laws shall govern. Theparties hereto irrevocably submit to the exclusive jurisdiction of the districtcourt of Tel Aviv Jaffa, Israel in any disput arising under this Agreement.  11.3. Successors and Assigns; Subject to the provisions contained inthis Agreement, the provisions hereof shall inure to the benefit of, and bebinding upon, the successors, assigns, heirs, executors, and administrators ofthe parties hereto. None of the rights, privileges, or obligations set forthin, arising under, or created by this Agreement may be assigned or transferred,except to a Permitted Transferee who shall have agreed to be bound by and tocomply with the terms of this Agreement.  11.4. Entire Agreement. This Agreement constitutes the full andentire understanding and agreement between the parties with regard to thesubject matter hereof.  11.5. Amendments. Any term of this Agreement may be amended with thewritten consent of the Investor and the Company.  11.6. Section Headings; Preamble. All article and section headingsare inserted for convenience only and shall not modify or affect theconstruction or
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   interpretation of any provision of this Agreement. The preamble to thisAgreement is incorporated herein and forms an integral part of thisAgreement.  11.7. Communications. All notices or other communications hereundershall be in writing and shall either be given in person, sent by registeredmail (registered international air mail if mailed internationally), sent by anovernight courier service which obtains a receipt to evidence delivery, ortransmitted by facsimile transmission (provided that written confirmation ofreceipt is provided), to the last known address of the addressee or to suchother address as such party shall notify the others in writing. All notices andother communications delivered in person or by courier service shall be deemedto have been given as of three business days after sending thereof, those givenby facsimile transmission shall be deemed given twenty-four hours followingtransmission, and all notices and other communications sent by registered mail(or air mail if the posting is international) shall be deemed given five (5)days after posting.  11.8. Delays or Omissions. No delay or omission to exercise anyright, power, or remedy accruing to any party upon any breach or default underthis Agreement, shall be deemed a waiver of any such breach or default. Anywaiver, permit, consent, or approval of any kind or character on the part ofany party of any breach or default under this Agreement, or any waiver on thepart of any party of any provisions or conditions of this Agreement, must be inwriting and shall be effective only to the extent specifically set forth insuch writing. All remedies, either under this Agreement or by law or otherwiseafforded to any of the parties, shall be cumulative and not alternative.  11.9. Severability. If any provision of this Agreement is held by acourt of competent jurisdiction to be unenforceable under applicable law, thensuch provision shall be excluded from this Agreement and the remainder of thisAgreement shall be interpreted as if such provision were so excluded and shallbe enforceable in accordance with its terms; provided, however, that in suchevent this Agreement shall be interpreted so as to give effect, to the greatestextent consistent with and permitted by applicable law, to the meaning andintention of the excluded provision as determined by arbitration.  11.10. Counterparts. This Agreement may be executed in any number ofcounterparts, each of which shall be deemed an original and enforceable againstthe parties actually executing such counterpart, and all of which togethershall constitute one and the same instrument.**[Signature Page Follows]**
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**IN WITNESS WHEREOF,**the parties have signed this Agreement as of the date first hereinabove setforth.             /s/ Gillon Beck     /s/ Gillon  Beck           FIMI Opportunity IV, L.P.     FIMI Israel Opportunity IV, Limited Partnership               By: FIMI IV 2007 Ltd.  .  By: FIMI IV 2007 Ltd.               Name: Gillon Beck     Name: Gillon Beck  Title: Director     Title: Director               Alon USA Energy, Inc.                       By: /s/ Michael Oster                       Name: Michael Oster          Title: Senior Vice Presidentof Mergers and Acquisitions          
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