Common use of Incidental Registration Clause in Contracts

Incidental Registration. If Company at any time proposes to file on its behalf and/or on behalf of any of its security holders other than Holders (the "Demanding Security Holders") a Registration Statement under the Securities Act on any form (other than a Registration Statement on Form S-4 or S-8 or any successor form for securities to be offered in a transaction of the type referred to in Rule 145 under the Securities Act or to employees of Company pursuant to any employee benefit plan, respectively) for the general registration of securities, it will give written notice to all Holders at least thirty (30) days before the initial filing with the Commission of such Registration Statement, which notice shall set forth the intended method of disposition of the securities proposed to be registered by Company. The notice shall offer to include in such filing the aggregate number of shares of Registrable Securities as such Holders may request. Each Holder desiring to have Registrable Securities registered under this Section 3 shall advise Company in writing within twenty (20) days after the date of receipt of such offer from Company, setting forth the amount of such Registrable Securities for which registration is requested. Company shall thereupon include in such filing the number of shares of Registrable Securities for which registration is so requested, subject to the next sentence, provided that Company may in its sole discretion determine to abandon any such registration. If the managing underwriter of a proposed public offering shall advise Company in writing that, in its opinion, the distribution of the Registrable Securities requested to be included in the registration concurrently with the securities being registered by Company or such Demanding Security Holders would materially and adversely affect the distribution of such securities by Company or such Demanding Security Holders, then all selling security holders (including the Demanding Security Holders and Holders, but not including Company) shall reduce the amount of securities each intended to distribute through such offering on a pro rata basis. Except as otherwise provided in Section 5, all expenses of such registration shall be borne by Company.

Incidental Registration. (A) If Company KCS, at any time after the 180 days following the date of consummation of the transactions contemplated by the Acquisition Agreement, proposes or is required to file on its behalf and/or on behalf of any of its security holders other than Holders (the "Demanding Security Holders") a Registration Statement registration statement under the Securities Act related to the offer or sale of shares of Common Stock on any a form which permits inclusion of the Registrable Stock (other than a Registration Statement registration on Form S-4 or S-8 or any successor form for securities to be offered in a transaction of the type referred to in Rule 145 under the Securities Act or to employees of Company pursuant to any employee benefit plan, respectively) for the general registration of securitiessimilar forms), it will give written notice to all Holders at least thirty (30) days before of then existing Registrable Stock of its intention so to do. Upon the initial filing with written request of any such Holder given to KCS within fifteen Business Days after receipt of any such notice, KCS will, subject to the Commission provisions of this Registration Rights Agreement, use commercially reasonable efforts to cause all such Registration Statement, Registrable Stock which notice such Holders shall set forth the intended method of disposition of the securities proposed have requested be registered to be registered under the Securities Act, to the extent required to permit the disposition by Companysuch Holders of the Registrable Stock so registered. The notice shall offer to include in such filing the aggregate number of shares Registrations of Registrable Securities as such Holders may request. Each Holder desiring to have Registrable Securities registered Stock under this Section 3 shall advise Company in writing within twenty (20) days after not constitute a registration effected pursuant to Section 2. To the date extent an underwritten public offering is the intended method of receipt of such offer from Company, setting forth the amount of such Registrable Securities for which registration is requested. Company shall thereupon include in such filing the number of shares distribution of Registrable Securities for which Stock included in a registration is so requestedpursuant to this Section 3, subject to KCS shall have the next sentenceright, provided that Company may in its sole discretion determine discretion, to abandon any such registration. If select the managing underwriter investment banker or bankers who shall serve as the manager and/or co-managers for all registrations of a proposed public offering shall advise Company in writing that, in its opinion, the distribution offerings of the Registrable Securities requested to be included in the registration concurrently with the securities being registered by Company or such Demanding Security Holders would materially and adversely affect the distribution of such securities by Company or such Demanding Security Holders, then all selling security holders Stock under this Section 3. (including the Demanding Security Holders and Holders, but not including CompanyB) shall reduce the amount of securities each intended to distribute through such offering on a pro rata basis. Except as otherwise provided in Section 5Sections 2 and 3 hereof, all expenses of such registration KCS shall be borne have no obligation to register any Securities held by Companyany Holder under the Securities Act or under any foreign, state or other securities laws.

Incidental Registration. If Company at any time proposes to file on its behalf and/or on behalf of any of its security holders other than Holders (the "Demanding Security Holdersdemanding security holders") a Registration Statement under the Securities Act on any form (other than a Registration Statement on Form S-4 or S-8 or any successor form for securities to be offered in a transaction of the type referred to in Rule 145 under the Securities Act or to employees of Company pursuant to any employee benefit plan, respectively) for the general registration of securities, it will give written notice to all Holders at least thirty (30) 15 days before the initial filing with the Commission of such Registration Statement, which notice shall set forth the intended method of disposition of the securities proposed to be registered by Company. The notice shall offer to include in such filing the aggregate number of shares of Registrable Securities as such Holders may request. Each Holder desiring to have Registrable Securities registered under this Section 3 shall advise Company in writing within twenty (20) 10 days after the date of receipt of such offer from Company, setting forth the amount of such Registrable Securities for which registration is requested. Company shall thereupon include in such filing the number of shares of Registrable Securities for which registration is so requested, subject to the next sentence, provided that Company may in its sole discretion determine to abandon any such registration. If the managing underwriter of a proposed public offering shall advise Company in writing that, in its opinion, the distribution of the Registrable Securities requested to be included in the registration concurrently with the securities being registered by Company or such Demanding Security Holders demanding security holder would materially and adversely affect the distribution of such securities by Company or such Demanding Security Holdersdemanding security holder, then all selling security holders (including the Demanding Security Holders and Holders, but not including Companydemanding security holder who initially requested such registration) shall reduce the amount of securities each intended to distribute through such offering on a pro rata basis. Except as otherwise provided in Section 5, all expenses of such registration shall be borne by Company.

Incidental Registration. If Company the Company, at any time or on any one or more occasions after the date of this Agreement, proposes to file on its behalf and/or on behalf of register (other than pursuant to Section 2.1) any of its security holders other than Holders (the "Demanding Security Holders") a Registration Statement equity securities under the Securities Act on any form for sale to the public, whether for its own account or for the account of other security holders or both (other than a Registration Statement pursuant to registrations on Form S-4 or Form S-8 or any successor form or other forms not available for registering securities for sale to be offered in a transaction of the type referred to in Rule 145 under public at large), the Securities Act or to employees of Company pursuant to any employee benefit plan, respectively) for the general registration of securities, it will shall give not less than 30 days' nor more than 90 days' prior written notice to all Holders at least thirty (30) days before the initial filing with the Commission of such Registration Statement, which notice shall set forth the intended method of disposition of the securities proposed to be registered by Company. The notice shall offer to include in such filing the aggregate number of shares each Holder of Registrable Securities as such Holders may requestof its intention to do so. Each Upon the written request of any Holder desiring to have of Registrable Securities registered under this Section 3 shall advise Company in writing given within twenty (20) 20 days after the date of receipt of such offer notice from the Company, setting forth the amount of such Registrable Securities for which registration is requested. Company shall thereupon include in such filing the number of shares of Registrable Securities for which registration is so requested, subject will use its best efforts to the next sentence, provided that Company may in its sole discretion determine to abandon any such registration. If the managing underwriter of a proposed public offering shall advise Company in writing that, in its opinion, the distribution of cause the Registrable Securities requested to be registered to be so registered under the Securities Act. A request pursuant to this Section 2.2 shall state the number of Registrable Securities requested to be registered and the intended method of distribution thereof. In connection with any registration subject to this Section 2.2, the Holder shall enter into such underwriting, lock-up and other agreements, and shall execute and complete such questionnaires and other documents, as are customary in a secondary offering. The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 2.2 prior to the effectiveness of such registration whether or not any Holder has elected to include any securities in such registration. Notwithstanding any other provision of this Agreement, if the representative of the underwriters advises the Company in writing that marketing factors require a limitation on the number of shares to be underwritten, the number of shares to be included in the registration concurrently with the securities being registered by Company underwriting or such Demanding Security Holders would materially and adversely affect the distribution of such securities by Company or such Demanding Security Holders, then all selling security holders (including the Demanding Security Holders and Holders, but not including Company) shall reduce the amount of securities each intended to distribute through such offering on a pro rata basis. Except as otherwise provided in Section 5, all expenses of such registration shall be borne by Companyallocated as set forth in Section 2.5 hereof. No registration effected under this Section 2.2 shall relieve the Company of its obligation to effect the registration required under Section 2.1.

Incidental Registration. If Company the Company, at any time or any one or more occasions after the date of this Agreement, proposes to file on its behalf and/or on behalf of register (other than pursuant to Section 2.1) any of its security holders other than Holders (the "Demanding Security Holders") a Registration Statement equity securities under the Securities Act on any form for sale to the public, whether for its own account or for the account of other security holders or both (other than a Registration Statement pursuant to registrations on Form S-4 or Form S-8 or any successor form or other forms not available for registering securities for sale to be offered in a transaction of the type referred to in Rule 145 under public at large), the Securities Act or to employees of Company pursuant to any employee benefit plan, respectively) for the general registration of securities, it will shall give not less than 15 days' nor more than 90 days' prior written notice to all Holders at least thirty (30) days before the initial filing with the Commission of such Registration Statement, which notice shall set forth the intended method of disposition of the securities proposed to be registered by Company. The notice shall offer to include in such filing the aggregate number of shares each Holder of Registrable Securities as such Holders may requestof its intention to do so. Each Upon the written request of any Holder desiring to have of Registrable Securities registered under this Section 3 shall advise Company in writing given within twenty (20) 15 days after the date of receipt of such offer notice from the Company, setting forth the amount of such Registrable Securities for which registration is requested. Company shall thereupon include in such filing the number of shares of Registrable Securities for which registration is so requested, subject will use its best efforts to the next sentence, provided that Company may in its sole discretion determine to abandon any such registration. If the managing underwriter of a proposed public offering shall advise Company in writing that, in its opinion, the distribution of cause the Registrable Securities requested to be registered to be so registered under the Securities Act. A request pursuant to this Section 2.2 shall state the number of Registrable Securities requested to be registered and the intended method of distribution thereof. In connection with any registration subject to this Section 2.2, the Holders shall enter into such underwriting, lock-up and other agreements, and shall execute and complete such questionnaires and other documents, as are reasonably requested by the representative of the underwriters. The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 2.2 prior to the effectiveness of such registration whether or not any Holder has elected to include any securities in such registration. Notwithstanding any other provision of this Agreement, if the representative of the underwriters advises the Company in writing that marketing factors require a limitation on the number of shares to be underwritten, the number of shares to be included in the registration concurrently with the securities being registered by Company underwriting or such Demanding Security Holders would materially and adversely affect the distribution of such securities by Company or such Demanding Security Holders, then all selling security holders (including the Demanding Security Holders and Holders, but not including Company) shall reduce the amount of securities each intended to distribute through such offering on a pro rata basis. Except as otherwise provided in Section 5, all expenses of such registration shall be borne by Companyallocated as set forth in Section 2.5 hereof. No registration effected under this Section 2.2 shall relieve the Company of its obligation to effect the registration required under Section 2.1.

Incidental Registration. If 3.1 Whenever the Company at any time proposes to file on its behalf and/or on behalf of any of its security holders other than Holders (the "Demanding Security Holders") a Registration Statement under the Securities Act on any form (other than a Registration Statement on Form S-4 or S-8 or any successor form for securities to be offered in a transaction of the type referred to in Rule 145 under the Securities Act or to employees of Company filed pursuant to any employee benefit plan, respectively) for the general registration Section 2 of securitiesthis Agreement registering Registrable Shares), it will give written notice to all Holders will, at least thirty (30) days before prior to such filing, give written notice to Infineon of its intention to do so. Upon the initial filing with written request of Infineon given within ten (10) business days after the Commission of Company provides such Registration Statement, notice (which notice request shall set forth state the intended method of disposition of such Registrable Shares), the securities proposed Company shall use its reasonable efforts to cause all Registrable Shares which the Company has been requested by Infineon to register to be registered by Company. The notice shall offer to include included in such filing Registration Statement to the aggregate number extent necessary to permit their sale or other disposition in accordance with the intended method of shares distribution specified in the request of Registrable Securities as such Holders may request. Each Holder desiring Infineon; provided, however, that the Company shall have the right to have Registrable Securities registered postpone or withdraw any registration effected pursuant to this Section 3 without obligation to Infineon. 3.2 In connection with any registration under this Section 3 shall advise Company in writing within twenty (20) days after involving an underwriting, the date of receipt of such offer from Company, setting forth the amount of such Registrable Securities for which registration is requested. Company shall thereupon not be required to include any Registrable Shares in such registration unless Infineon accepts the terms of the underwriting as agreed upon between the Company and the underwriters selected by it. 3.3 If any registration under this Section 3 becomes a Cutback Registration, the Company will include in such filing the registration only that number of shares of Registrable Securities for Shares, if any, which registration is so requested, subject to the next sentence, provided that Company may in its sole discretion determine to abandon any such registration. If the managing underwriter of a proposed public believes can be sold in such offering shall advise Company in writing that, in its opinionthe following order: (i) first, the distribution of Shares the Company proposes to sell; and (ii) second, the Registrable Securities Shares requested to be included in the registration concurrently with the securities being registered by Company or such Demanding Security Holders would materially and adversely affect the distribution of such securities by Company or such Demanding Security Holders, then all selling security holders (including the Demanding Security Holders and Holders, but not including Company) shall reduce the amount of securities each intended to distribute through such offering on a pro rata basis. Except as otherwise provided in Section 5, all expenses of such registration by Infineon. 3.4 Notwithstanding the foregoing, in the case of a Cutback Registration, no Persons other than the Company and Infineon shall be borne by Companypermitted to include securities in the offering. 3.5 The provisions of Section 3 shall not apply at any time the Company is eligible to file and maintain the effectiveness of a Shelf Registration Statement and is complying with its obligations under Section 2.1 with respect to all Registrable Shares.

Incidental Registration. If Company at any time the Company proposes to file on its behalf and/or on behalf of register any of its security holders other than Holders (the "Demanding Security Holders") a Registration Statement securities under the Securities Act on any a registration form usable for resales generally (other than a Registration Statement registration statement on Form S-4 or S-8 or any successor other form for securities similar thereto relating to be offered in a transaction of the type referred to in Rule 145 under employee benefit plans hereinafter adopted by the Securities Act or to employees of Company pursuant to any employee benefit plan, respectively) for the general registration of securitiesand Exchange Commission), it will give written notice to all Holders notice, at least thirty (30) days before prior to the initial filing with of any such registration statement, to the Commission Holder of such Registration Statement, which notice shall set forth the intended method this Warrant and to all other holders of disposition Warrants and/or Warrant Shares of its intention to do so. If 51% of the securities proposed to be registered by Company. The notice shall offer to include in such filing outstanding holders of Warrant and/or Warrant Shares notify the aggregate number of shares of Registrable Securities as such Holders may request. Each Holder desiring to have Registrable Securities registered under this Section 3 shall advise Company in writing within twenty (20) days after the date of receipt of any such offer from Companynotice of their desire to include their Warrant Shares, setting forth in whole or in part, in such proposed registration statement, the amount of such Registrable Securities for which registration is requested. Company shall thereupon afford such holders the opportunity to have their Warrant Shares registered under such registration statement. The Company shall not be required to include any Warrants in any such registration statement. Notwithstanding the provisions of this Section 5.2, the Company shall have the right at any time after it shall have given written notice pursuant to this Section 5.2 (irrespective of whether a written request for inclusion of Warrant Shares shall have been made) to elect not to file any such proposed registration statement, or to withdraw the same after the filing thereof. In addition, if such registration statement relates to an underwritten public offering and the number of shares of Registrable Securities for which registration to be offered is so requested, subject reduced by the underwriter(s) subsequent to the next sentence, provided that Company may in its sole discretion determine to abandon any such registration. If initial filing thereof with the managing underwriter of a proposed public offering shall advise Company in writing that, in its opinionSecurities and Exchange Commission, the distribution number of the Registrable Securities requested Warrant Shares to be included in the registration concurrently with the securities being registered by Company or such Demanding Security Holders would materially and adversely affect the distribution of such securities by Company or such Demanding Security Holders, then all selling security holders (including the Demanding Security Holders and Holders, but not including Company) shall reduce the amount of securities each intended to distribute through such offering on a pro rata basis. Except as otherwise provided in Section 5, all expenses of under such registration shall statement will be borne by Companyreduced Pro rata.

Incidental Registration. If 3.2.1. Beginning immediately following the closing of an IPO, if the Company at any time proposes to file on its behalf and/or on behalf of register any of its security holders shares or other than Holders (the "Demanding Security Holders") a Registration Statement securities under the Securities Act on any form (in connection with the public offering of such securities other than a Registration Statement on Form S-4 or S-8 or any successor form for securities to be offered in a transaction registration under Sections 3.3 or 3.4 herein, the Company shall notify all Holders of Registrable Shares in writing at least twenty (20) days prior to the type referred to in Rule 145 filing of any registration statement under the Securities Act for purposes of an offering of securities of the Company (including, but not limited to, registration statements relating to the initial offering or secondary offerings of securities of the Company, but other than registration relating solely to employees of Company pursuant to any employee benefit planplans on Form S-8 or similar forms that may be promulgated in the future, respectively) for or a registration relating solely to a SEC Rule 145 transaction on Form F-4 or similar forms that may be promulgated in the general registration of securities, it will give written notice to all Holders at least thirty (30) days before future or that may apply under the initial filing with the Commission of such Registration Statement, which notice shall set forth the intended method of disposition laws of the securities proposed applicable jurisdiction) and will afford each such Holder requesting to be registered by Company. The notice shall offer included in such registration, in accordance with this Section ‎3.2, an opportunity to include in such filing the aggregate number registration statement all or part of shares of such Registrable Securities as Shares held by such Holders may requestHolder. Each Holder desiring to have include in any such registration statement all or any part of the Registrable Securities registered under this Section 3 shall advise Company in writing Shares held by it shall, within twenty (20) days after delivery of the date above-described notice by the Company, so notify the Company in writing specifying the number of receipt Registrable Shares requested to be included. If a Holder decides not to include all of its Registrable Shares in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Shares in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein. The number of occurrences of the registration pursuant to this Section 3.2 shall be unlimited. 3.2.2. If the registration statement under which the Company gives notice under this Section ‎3.2 is for an underwritten offering, the Company shall so advise the Holders of Registrable Shares as part of its notice made pursuant to Section ‎3.2.1. In such event, the right of any such Holder to be included in a registration pursuant to this Section ‎3.2 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such offer from Holder’s Registrable Shares in the underwriting to the extent provided herein. All Holders proposing to distribute their Registrable Shares through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company. If any Holder disapproves of the terms of any such underwriting, setting forth such Holder may elect to withdraw therefrom by written notice to the amount Company and the underwriter(s). 3.2.3. Notwithstanding any other provision of such Registrable Securities for which registration is requested. Company shall thereupon include this Agreement, if the underwriter(s) determines in such filing good faith that marketing factors require a limitation of the number of shares (including Registrable Shares) to be underwritten, the number of Registrable Securities for which registration is so requestedshares that may be included in the underwriting shall be allocated, subject (i) first, to the next sentenceCompany, provided that Company may in its sole discretion determine (ii) second, to abandon any such registration. If the managing underwriter Holders of a proposed public offering shall advise Company in writing thatPreferred Registrable Shares pro-rata, in its opinion, based on the distribution total number of Preferred Registrable Shares then held by the Holders of Preferred Registrable Securities requested Shares requesting to be included in such registration; provided, however, that the number of Preferred Registrable Shares to be included in such underwriting and registration concurrently with shall not be below 25% of the securities being registered by Company or such Demanding Security Holders would materially and adversely affect the distribution of such securities by Company or such Demanding Security Holders, then all selling security holders (including the Demanding Security Holders and Holders, but not including Company) shall reduce the total amount of securities each intended shares included in such registration; and (iii) third, to distribute through the Holders of Founders Registrable Shares pro-rata, based on the total number of Founders Registrable Shares then held by the Holders of Founder Registrable Shares requesting to be included in such offering on a pro rata basisregistration. Except as otherwise provided in Section 5, all expenses of Any Registrable Shares excluded or withdrawn from such registration underwriting shall be borne by Companyexcluded and withdrawn from the registration. There shall be no limit on the number of times that a Holder may request registration of Registrable Securities under this Section 3.2, and the registrations effected pursuant to this Section 3.2 shall not be counted as requests for registration effected pursuant to Section 3.3.

Incidental Registration. If Company at any time proposes to file ----------------------- on its behalf and/or on behalf of any of its security holders other than Holders (the "Demanding Security Holders") a Registration Statement under the Securities Act on any form (other than a Registration Statement on Form S-4 or S-8 or any successor form for securities to be offered in a transaction of the type referred to in Rule 145 under the Securities Act or to employees of Company pursuant to any employee benefit plan, respectively) for the general registration of securities, it will give written notice to all Holders at least thirty (30) 30 days before the initial filing with the Commission of such Registration Statement, which notice shall set forth the intended method of disposition of the securities proposed to be registered by Company. The notice shall offer to include in such filing the aggregate number of shares of Registrable Securities as such Holders may request. .Each Holder desiring to have Registrable Securities registered under this Section 3 shall advise Company in writing within twenty (20) days 10 Business Days after the date of receipt of such offer from Company, setting forth the amount of such Registrable Securities for which registration is requested. Company shall thereupon include in such filing the number of shares of Registrable Securities for which registration is so requested, subject to the next sentence, provided that Company may in and shall use its sole discretion determine best efforts to abandon any effect registration under the Securities Act of such registrationshares. If the managing underwriter of a proposed public offering shall advise Company in writing that, in its opinion, the distribution of the Registrable Securities requested to be included in the registration concurrently with the securities being registered by Company, the other security holders of the Company or such Demanding Security Holders Holder would materially and adversely affect the distribution of such securities by Company, the other security holders of the Company or such Demanding Security HoldersHolder, then all selling security holders (including the Demanding Security Holders and Holders, but not including CompanyHolder who initially requested such registration) shall reduce the amount of securities each intended to distribute through such offering on a pro rata basis. Except as otherwise provided in Section 5, all expenses of such registration shall be borne by Company.

Incidental Registration. If Company at any time proposes to file on its behalf and/or on behalf of any of its security holders other than Holders (the "Demanding Security Holders"“demanding security holders”) a Registration Statement registration statement under the Securities Act on any form (other than a Registration Statement registration statement on Form S-4 or S-8 or any successor form for securities to be offered in a transaction of the type referred to in Rule 145 under the Securities Act or in connection with an exchange offer, or to employees of Company pursuant to any employee benefit plan, respectively) for the general registration of securities, it will give written notice to all Holders at least thirty (30) 30 days before the initial filing with the Commission of such Registration Statementregistration statement, which notice shall set forth the intended method of disposition of the securities proposed to be registered by Company. The notice shall offer to include in such filing the aggregate number of shares of Registrable Securities as such Holders may request. Each Holder desiring to have Registrable Securities registered under this Section 3 shall advise Company in writing within twenty (20) days 10 Business Days after the date of receipt of such offer from Company, setting forth the amount of such Registrable Securities for which registration is requested. Company shall thereupon include in such filing the number of shares of Registrable Securities for which registration is so requested, subject to the next sentence, provided that Company may in and shall use its sole discretion determine commercially reasonable efforts to abandon any effect registration under the Securities Act of such registrationshares. If the managing underwriter of a proposed public offering shall advise Company in writing that, in its opinion, the distribution of the Registrable Securities requested to be included in the registration concurrently with the securities being registered by Company or such Demanding Security Holders demanding security holder would materially and adversely affect the distribution of such securities by Company or such Demanding Security Holdersdemanding security holder, then all selling security holders (including the Demanding Security Holders and Holders, but not including Companydemanding security holder who initially requested such registration) shall reduce the amount of securities each intended to distribute through such offering on a pro pro-rata basis. Except as otherwise provided in Section 5, all expenses of such registration shall be borne by Company.

Incidental Registration. (a) If the Company at any time proposes to file on its behalf and/or on behalf of register any of its security holders other than Holders (the "Demanding Security Holders") a Registration Statement under the Securities Act on any form securities (other than in its IPO, a Registration Statement demand registration under Section 2.3, a Form S-3 registration under Section 2.4, a registration relating to stock option plan(s) of the Company, or a registration on Form F-4/S-4 in connection with a merger, acquisition or S-8 or any successor form for securities to be offered in a transaction of the type referred to in Rule 145 under the Securities Act or to employees of Company pursuant to any employee benefit plan, respectively) for the general registration of securitiesother business combination), it will shall give prompt written notice to all Holders at least thirty (30) days before the initial filing with the Commission of such Registration Statementintention, together with a list of jurisdictions in which notice shall set forth the intended method Company intends to attempt to qualify such securities under applicable state securities laws. Upon the written request of disposition of the securities proposed to be registered by Company. The notice shall offer to include in any such filing the aggregate number of shares of Registrable Securities as such Holders may request. Each Holder desiring to have Registrable Securities registered under this Section 3 shall advise Company in writing given within twenty (20) days after the date of receipt of any such offer from Companynotice, setting forth the amount of such Registrable Securities for which registration is requested. Company shall thereupon include in such filing registration all of the Registrable Securities indicated in such request, so as to permit the disposition of the shares so registered. The said piggyback right of the Holders under this Section, may be exercised for an unlimited number of times. (b) Notwithstanding any other provision of this Section 2.2, if the managing underwriter advises the Company in writing that marketing factors require a limitation of the number of shares to be underwritten (an "Underwriters' Cutback"), then, there shall be excluded from such registration and underwriting, to the extent necessary to satisfy such limitation, first, Ordinary Registrable Securities, to the extent necessary (on a pro rata basis according to the respective holdings of the Holders of Ordinary Registrable Securities at the time of such registration), and second, Preferred Registrable Securities, to the extent necessary (on a pro rata basis according to the respective holdings of the Holders of Preferred Registrable Securities at the time of such registration); provided however, that if the number of Registrable Securities for which registration to be registered by the Holders is so requested, subject to limited by the next sentence, provided that Company may in its sole discretion determine to abandon any such registration. If the managing underwriter of a proposed public offering shall advise Company in writing that, in its opinionunderwriter, the distribution Company shall have priority over the Holders in each such registration and the number of the Registrable Securities requested to Securities, if any, that may be included in the registration concurrently shall be in accordance with the securities being registered by Company or such Demanding Security Holders would materially above order and adversely affect the distribution of such securities by Company or such Demanding Security Holders, then all selling security holders (including the Demanding Security Holders and Holders, but not including Company) shall reduce the amount of securities each intended to distribute through such offering on a pro rata basis. Except as otherwise provided in Section 5, all expenses of such registration shall be borne by Companypreference.

Incidental Registration. If Company the Company, at any time or any one or more occasions after the date of this Agreement, proposes to file on its behalf and/or on behalf of any of its security holders register (other than Holders (the "Demanding Security Holders"pursuant to Section 2.1) a Registration Statement any shares of Common Stock under the Securities Act on any form for sale to the public, whether for its own account or for the account of other security holders or both (other than a Registration Statement pursuant to registrations on Form S-4 or Form S-8 or any successor form for securities to be offered in a transaction of or forms) the type referred to in Rule 145 under the Securities Act or to employees of Company pursuant to any employee benefit plan, respectively) for the general registration of securities, it will shall give not less than 15 days' nor more than 90 days' prior written notice to all Holders at least thirty (30) days before the initial filing with the Commission of such Registration Statement, which notice shall set forth the intended method of disposition of the securities proposed to be registered by Company. The notice shall offer to include in such filing the aggregate number of shares each Holder of Registrable Securities as such Holders may requestof its intention to do so. Each Upon the written request of any Holder desiring to have of Registrable Securities registered under this Section 3 shall advise Company in writing given within twenty (20) 10 days after the date of receipt of such offer notice from the Company, setting forth the amount of such Registrable Securities for which registration is requested. Company shall thereupon include in such filing the number of shares of Registrable Securities for which registration is so requested, subject will use its best efforts to the next sentence, provided that Company may in its sole discretion determine to abandon any such registration. If the managing underwriter of a proposed public offering shall advise Company in writing that, in its opinion, the distribution of cause the Registrable Securities requested to be registered to be so registered under the Securities Act. A request pursuant to this Section 2.2 shall state the number of Registrable Securities requested to be registered and the intended method of distribution thereof. In connection with any registration subject to this Section 2.2, the Holders shall enter into such underwriting, lock-up and other agreements, and shall execute and complete such questionnaires and other documents, as are reasonably requested by the representative of the underwriters. The Company shall have the right to delay, suspend, terminate or withdraw any registration initiated by it under this Section 2.2 prior to the effectiveness of such registration for any reason whether or not any Holder has elected to include any securities in such registration. Notwithstanding any other provision of this Agreement, if the representative of the underwriters advises the Company in writing that marketing factors require a limitation on the number of shares to be underwritten, the number of shares to be included in the registration concurrently with the securities being registered by Company underwriting or such Demanding Security Holders would materially and adversely affect the distribution of such securities by Company or such Demanding Security Holders, then all selling security holders (including the Demanding Security Holders and Holders, but not including Company) shall reduce the amount of securities each intended to distribute through such offering on a pro rata basis. Except as otherwise provided in Section 5, all expenses of such registration shall be borne by Companyallocated as set forth in Section 2.5 hereof. No registration effected under this Section 2.2 shall relieve the Company of its obligation to effect a registration required under Section 2.1.

Incidental Registration. (a) The rights of holders of Warrants or Warrant Stock under this Section 9.4 shall expire on the Expiration Date. If the Company at any time proposes to file on its behalf and/or or on behalf of any of its security holders other than Holders ("the "Demanding Security Holdersdemanding security holders") a Registration Statement under the Securities Act on any form (other than a Registration Statement required under section 9.3 or a Registration Statement on Form S-4 or S-8 or any successor form for securities to be offered in a transaction of the type referred to in Rule 145 under the Securities Act or to employees of the Company pursuant to any employee benefit plan, respectivelyplan or to existing holders of the Company's debt or equity securities in any exchange or rights offering) for the general registration of securitiessecurities to be sold for cash with respect to its Common Stock or any other class of equity security (as defined in Section 3(a)(11) of the Exchange Act) of the Company, it will give written notice to all Holders holders of Warrants or Warrant Stock at least thirty (30) 30 days before the initial filing with the Commission of such Registration Statement, which notice shall set forth the intended method of disposition of the securities proposed to be registered by the Company. The notice shall offer to include in such filing the aggregate number of shares of Registrable Securities Warrant Stock, and the number of shares of Common Stock for which this Warrant is exercisable, as such Holders holders may request. Nothing herein shall preclude the Company from discontinuing the registration of its securities being effected on its behalf or on behalf of the demanding security holders at any time prior to the effective date of the registration relating thereto. (b) Each Holder holder of any such Warrants or any such Warrant Stock desiring to have Registrable Securities Warrant Stock registered under this Section 3 9.4 shall advise the Company in writing within twenty (20) 30 days after the date of receipt of such offer from the Company, setting forth the amount of such Registrable Securities Warrant Stock for which registration is requested. The Company shall thereupon include in such filing the number of shares of Registrable Securities Warrant Stock for which registration is so requested, subject requested and shall use its best efforts to the next sentence, provided that Company may in its sole discretion determine to abandon any such registration. If the managing underwriter of a proposed public offering shall advise Company in writing that, in its opinion, the distribution of the Registrable Securities requested to be included in the effect registration concurrently with the securities being registered by Company or such Demanding Security Holders would materially and adversely affect the distribution of such securities by Company or such Demanding Security Holders, then all selling security holders (including the Demanding Security Holders and Holders, but not including Company) shall reduce the amount of securities each intended to distribute through such offering on a pro rata basis. Except as otherwise provided in Section 5, all expenses of such registration shall be borne by Company.under the

Incidental Registration. If Company at any time proposes to file on ----------------------- its behalf and/or on behalf of any of its security holders other than Holders (the "Demanding Security Holders") a Registration Statement under the Securities Act on any form (other than a Registration Statement on Form S-4 or S-8 or any successor form for securities to be offered in a transaction trans action of the type referred to in Rule 145 under the Securities Act or to employees of Company pursuant to any employee benefit plan, respectively) for the general registration of securities, it will give written notice to all Holders at least thirty (30) 30 days before the initial filing with the Commission of such Registration Statement, which notice shall set forth the intended method of disposition of the securities proposed to be registered by Company. The notice shall offer to include in such filing the aggregate number of shares of Registrable Securities as such Holders may request. .Each Holder desiring to have Registrable Securities registered under this Section 3 shall advise Company in writing within twenty (20) days 10 Business Days after the date of receipt of such offer from Company, setting forth the amount of such Registrable Securities for which registration is requested. Company shall thereupon include in such filing the number of shares of Registrable Securities for which registration is so requested, subject to the next sentence, provided that Company may in and shall use its sole discretion determine best efforts to abandon any effect registration under the Securities Act of such registrationshares. If the managing underwriter of a proposed public offering shall advise Company in writing that, in its opinion, the distribution of the Registrable Securities requested to be included in the registration concurrently with the securities being registered by Company, the other security holders of the Company or such Demanding Security Holders Holder would materially and adversely affect the distribution of such securities by Company, the other security holders of the Company or such Demanding Security HoldersHolder, then all selling security holders (including the Demanding Security Holders and Holders, but not including CompanyHolder who initially requested such registration) shall reduce the amount of securities each intended to distribute through such offering on a pro rata basis. Except as otherwise provided in Section 5, all expenses of such registration shall be borne by Company.

Incidental Registration. If Company the Company, at any time or any one or more occasions after the date of this Agreement, proposes to file on its behalf and/or on behalf of register (other than pursuant to Section 2. 1) any of its security holders other than Holders (the "Demanding Security Holders") a Registration Statement equity securities under the Securities Act on any form for sale to the public, whether for its own account or for the account of other security holders or both (other than a Registration Statement pursuant to registrations on Form S-4 or Form S-8 or any successor form or other forms not available for registering securities for sale to be offered in a transaction of the type referred to in Rule 145 under public at large), the Securities Act or to employees of Company pursuant to any employee benefit plan, respectively) for the general registration of securities, it will shall give not less than 30 days' nor more than 90 days' prior written notice to all Holders at least thirty (30) days before the initial filing with the Commission of such Registration Statement, which notice shall set forth the intended method of disposition of the securities proposed to be registered by Company. The notice shall offer to include in such filing the aggregate number of shares each Holder of Registrable Securities as such Holders may requestof its intention to do so. Each Upon the written request of any Holder desiring to have of Registrable Securities registered under this Section 3 shall advise Company in writing given within twenty (20) 20 days after the date of receipt of such offer notice from the Company, setting forth the amount of such Registrable Securities for which registration is requested. Company shall thereupon include in such filing the number of shares of Registrable Securities for which registration is so requested, subject will use its best efforts to the next sentence, provided that Company may in its sole discretion determine to abandon any such registration. If the managing underwriter of a proposed public offering shall advise Company in writing that, in its opinion, the distribution of cause the Registrable Securities requested to be registered to be so registered under the Securities Act. A request pursuant to this Section 2.2 shall state the number of Registrable Securities requested to be registered and the intended method of distribution thereof. In connection with any registration subject to this Section 2.2, the Holders shall enter into such underwriting, lockup and other agreements, and shall execute and complete such questionnaires and other documents, as are customary in a secondary offering, provided that in no event shall a Holder of Registrable Securities be subject to a limitation or sale or distribution that is larger than that to which any other security holder whose securities are included on the registration is subject to. The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 2.2 prior to the effectiveness of such registration whether or not any Holder has elected to include any securities in such registration. Notwithstanding any other provision of this Agreement, if the representative of the underwriters advises the Company in writing that marketing factors require a limitation on the number of shares to be underwritten, the number of shares to be included in the registration concurrently with the securities being registered by Company underwriting or such Demanding Security Holders would materially and adversely affect the distribution of such securities by Company or such Demanding Security Holders, then all selling security holders (including the Demanding Security Holders and Holders, but not including Company) shall reduce the amount of securities each intended to distribute through such offering on a pro rata basis. Except as otherwise provided in Section 5, all expenses of such registration shall be borne allocated as set forth in Section 2.5 hereof. If adverse tax consequences to the Holders might result from exercise of the Warrants and the subsequent sale of the Registrable Securities acquired pursuant to the Warrants, the Company will use its best efforts to cause any underwriter of any underwritten registration to purchase or exercise such Warrants or portion thereof as may be proferred by Companythe Holders thereof so that the holder may sell the Warrants or a portion thereof. No registration effected under this Section 2.2 shall relieve the Company of its obligation to effect the registration required under Section 2.1.

Incidental Registration. If Company the Company, at any time or any one or more occasions after the effective date of this Agreement, proposes to file on its behalf and/or on behalf of any of its security holders register (other than Holders (the "Demanding Security Holders"pursuant to Section 2.1) a Registration Statement any shares of Common Stock under the Securities Act on any form for sale to the public, whether for its own account or for the account of other security holders or both (other than a Registration Statement pursuant to registrations on Form S-4 or Form S-8 or any successor form for securities to be offered in a transaction of or forms) the type referred to in Rule 145 under the Securities Act or to employees of Company pursuant to any employee benefit plan, respectively) for the general registration of securities, it will shall give not less than 15 days’ nor more than 90 days’ prior written notice to all Holders at least thirty (30) days before the initial filing with the Commission of such Registration Statement, which notice shall set forth the intended method of disposition of the securities proposed to be registered by Company. The notice shall offer to include in such filing the aggregate number of shares each Holder of Registrable Securities as such of its intention to do so. Upon the written request from the Holders may request. Each Holder desiring to have of Registrable Securities registered under this Section 3 shall advise Company in writing given within twenty (20) days after the date of receipt of such offer notice from the Company, setting forth the amount of such Registrable Securities for which registration is requested. Company shall thereupon include in such filing the number of shares of Registrable Securities for which registration is so requested, subject will use its commercially reasonable best efforts to the next sentence, provided that Company may in its sole discretion determine to abandon any such registration. If the managing underwriter of a proposed public offering shall advise Company in writing that, in its opinion, the distribution of cause the Registrable Securities requested to be registered to be so registered under the Securities Act. A request pursuant to this Section 2.3 shall state the number of Registrable Securities requested to be registered and the intended method of distribution thereof. In connection with any registration subject to this Section 2.3, the Holders shall enter into such underwriting, lock-up and other agreements, and shall execute and complete such questionnaires and other documents, as are reasonably requested by the representative of the underwriters. The Company shall have the right to delay, suspend, terminate or withdraw any registration initiated by it under this Section 2.3 prior to the effectiveness of such registration for any reason whether or not any Holder has elected to include any securities in such registration. Notwithstanding any other provision of this Agreement, if the representative of the underwriters advises the Company in writing that marketing factors require a limitation on the number of shares to be underwritten, the number of shares to be included in the registration concurrently with the securities being registered by Company underwriting or such Demanding Security Holders would materially and adversely affect the distribution of such securities by Company or such Demanding Security Holders, then all selling security holders (including the Demanding Security Holders and Holders, but not including Company) shall reduce the amount of securities each intended to distribute through such offering on a pro rata basis. Except as otherwise provided in Section 5, all expenses of such registration shall be borne by Companyallocated as set forth in Section 2.9 hereof. No registration effected under this Section 2.3 shall relieve the Company of its obligation to effect a registration required under Section 2.1 or 2.2.

Incidental Registration. (i) If (but without any obligation to do so) the Company at any time proposes to file on its behalf and/or on behalf register any shares of any of its security holders other than Holders (the "Demanding Security Holders") a Registration Statement Common Stock under the Securities Act on any form in connection with an underwritten public offering of such securities (other than a Registration Statement on Form S-4 or S-8 or any successor form for registration relating solely to the sale of securities to be offered participants in a transaction stock plan of the type referred Company, or a registration which does not relate to shares of Common Stock, or a registration on any form which does not include substantially the same information as would be required to be included in Rule 145 a registration statement covering the sale of the Registrable Securities), the Company shall, at such time, promptly give the Purchaser written notice of such registration. Upon the written request of the Purchaser given within ten (10) days after receipt of such notice from the Company, the Company shall, subject to the provisions of this subsection 1(c), use its best efforts to cause to be registered under the Securities Act or to employees of Company pursuant to any employee benefit plan, respectively) for the general registration of securities, it will give written notice to all Holders at least thirty (30) days before the initial filing with the Commission of such Registration Statement, which notice shall set forth the intended method of disposition of the securities proposed to be registered by Company. The notice shall offer to include in such filing the aggregate number of shares of Registrable Securities as such Holders may request. Each Holder desiring to have Registrable Securities registered under this Section 3 shall advise Company in writing within twenty (20) days after the date of receipt of such offer from Company, setting forth the amount of such Registrable Securities for which registration is requested. Company shall thereupon include in such filing the number of shares of Registrable Securities for which registration is so requested, subject to the next sentence, provided that Company may in its sole discretion determine to abandon any such registration. If the managing underwriter of a proposed public offering shall advise Company in writing that, in its opinion, the distribution of the Registrable Securities that the Purchaser has requested be registered. (ii) In connection with any offering subject to subsection 1(c)(i) involving an underwriting of shares being issued by the Company, the Company shall not be required under this subsection 1(c) to include any of the Purchaser's securities in such underwriting unless the Purchaser accepts the terms of the underwriting as agreed upon between the Company and the underwriters selected by the Company. If the Purchaser holds Registrable Securities that have not been registered under subsection 1(b), and if the Company's offering is to be included registered on a form that also permits registration of securities offered by selling shareholders, the Purchaser shall be entitled to include in the registration concurrently with the securities being registered by Company offering all or such Demanding Security Holders would materially and adversely affect the distribution any portion of such securities by Company or such Demanding Security Holders, then all selling security holders (including the Demanding Security Holders and Holders, but its Registrable Securities that have not including Company) shall reduce the amount of securities each intended to distribute through such offering on a pro rata basis. Except as otherwise provided in Section 5, all expenses of such registration shall be borne by Companybeen previously registered.

Incidental Registration. (i) If (but without any obligation to do so) the Company at any time proposes to file on its behalf and/or on behalf register any shares of any of its security holders other than Holders (the "Demanding Security Holders") a Registration Statement Common Stock under the Securities Act on any form in connection with an underwritten public offering of such securities (other than a Registration Statement on Form S-4 or S-8 or any successor form for registration relating solely to the sale of securities to be offered participants in a transaction stock plan of the type referred Company, or a registration which does not relate to shares of Common Stock, or a registration on any form which does not include substantially the same information as would be required to be included in Rule 145 a registration statement covering the sale of the Registrable Securities), the Company shall, at such time, promptly give the Purchaser written notice of such registration. Upon the written request of the Purchaser given within ten (10) days after receipt of such notice from the Company, the Company shall, subject to the provisions of this subsection 5(c), use its best efforts to cause to be registered under the Securities Act or to employees of Company pursuant to any employee benefit plan, respectively) for the general registration of securities, it will give written notice to all Holders at least thirty (30) days before the initial filing with the Commission of such Registration Statement, which notice shall set forth the intended method of disposition of the securities proposed to be registered by Company. The notice shall offer to include in such filing the aggregate number of shares of Registrable Securities as such Holders may request. Each Holder desiring to have Registrable Securities registered under this Section 3 shall advise Company in writing within twenty (20) days after the date of receipt of such offer from Company, setting forth the amount of such Registrable Securities for which registration is requested. Company shall thereupon include in such filing the number of shares of Registrable Securities for which registration is so requested, subject to the next sentence, provided that Company may in its sole discretion determine to abandon any such registration. If the managing underwriter of a proposed public offering shall advise Company in writing that, in its opinion, the distribution of the Registrable Securities that the Purchaser has requested be registered. (ii) In connection with any offering subject to subsection 5(c)(i) involving an underwriting of shares being issued by the Company, the Company shall not be required under this subsection 5(c) to include any of the Purchaser's securities in such underwriting unless the Purchaser accepts the terms of the underwriting as agreed upon between the Company and the underwriters selected by the Company. If the Purchaser holds Registrable Securities that have not been registered under subsection 5(b), and if the Company's offering is to be included registered on a form that also permits registration of securities offered by selling shareholders, the Purchaser shall be entitled to include in the registration concurrently with the securities being registered by Company offering all or such Demanding Security Holders would materially and adversely affect the distribution any portion of such securities by Company or such Demanding Security Holders, then all selling security holders (including the Demanding Security Holders and Holders, but its Registrable Securities that have not including Company) shall reduce the amount of securities each intended to distribute through such offering on a pro rata basis. Except as otherwise provided in Section 5, all expenses of such registration shall be borne by Companybeen previously registered.

Incidental Registration. If Company 2.1. If, at any time the Company proposes to file on its behalf and/or on behalf of register any of its security holders equity securities 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 Holders (the "Demanding Security Holders"a) in a registration under Section 3 of this Agreement, (b) a Registration Statement under the Securities Act on any form (other than a Registration Statement registration on Form S-4 or S-8 of the Commission or any successor form for securities to be offered in thereto or (c) a transaction registration on Form S-8 of the type referred to in Rule 145 under Commission or any successor form thereto, the Securities Act or to employees of Company pursuant to any employee benefit plan, respectively) for the general registration of securities, it will shall give written notice to all Holders the Investor of such intention at least thirty (30) days before the initial filing with the Commission of such Registration Statement, which notice shall set forth the intended method of disposition of the securities proposed to be registered by Company. The notice shall offer to include in such filing the aggregate number of shares of Registrable Securities as such Holders may request. Each Holder desiring to have Registrable Securities registered under this Section 3 shall advise Company in writing within twenty (20) days prior to the filing of the registration statement in connection with such registration. Upon the written request of the Investor given to the Company within ten (10) days after the date of receipt of any such offer from Companynotice, setting forth the amount of such Registrable Securities for which registration is requested. Company shall thereupon include in such filing registration (subject to Section 2.2 below) all of the Registrable Shares indicated in such request of the Investor, so as to permit the disposition of the shares so requested. Such request of the Investor shall also provide the names of the Holders of the Registrable Shares to be registered and specify the proposed plan of distribution or other method of offer and sale of the Registrable Shares as to which such request is made and the period over which such Registrable Shares will be offered and sold. 2.2. Notwithstanding any other provision of this Section 2: 2.2.1. if the offer and sale of securities being registered is one involving an underwritten public offering of equity securities of the Company being made at the election of the Company or another Person and if the managing underwriter in connection with such underwritten public offering of equity securities of the Company selected by the Company or such another Person advises the Company in writing that in its opinion (a) the number of shares of Registrable Securities for which registration is so requested, subject to the next sentence, provided that Company may in its sole discretion determine to abandon any such registration. If the managing underwriter of a proposed public offering shall advise Company in writing that, in its opinion, the distribution of the Registrable Securities securities requested to be included in such registration by the registration concurrently with Company, the Investor and any other Person or Persons or (b) the kind or combination of securities being registered by Company that the Company, the Investor and any other Person or Persons intend to include in such Demanding Security Holders would materially and offering would, in either case, adversely affect the success of such offering, such underwriter’s ability to effect an orderly distribution of such securities or the contemplated price of such securities, (i) the Company will include in such registration: (A) first, the Company’s Securities, (B) second, the number of Registrable Shares requested to be included by the Investor and all other Persons entitled to include equity securities of the Company in that registration to the extent that, in the opinion of such underwriter, all such equity securities can be included in such offering without adversely affecting the orderly distribution of such securities or such Demanding Security Holdersthe price at which they can be sold; provided, then all selling security holders (including however, that if the Demanding Security Holders and Holders, but not including Company) shall reduce the amount combination of securities each intended to distribute through be offered pursuant to such registration is a basis of such managing underwriter’s opinion, (x) the Registrable Shares that shall be included in such registration and offering shall be reduced as described in the immediately preceding clause (i) in this Section 2.2.1 or (y) if such actions would, in the judgment of the managing underwriter, be insufficient to substantially eliminate the adverse effect or effects that inclusion of the Registrable Shares requested to be included in such registration and offering would have on such offering, such Registrable Shares shall be excluded entirely from such registration and offering. The Registrable Shares and other equity securities that are not a part of the Company’s Securities to be included shall be included pro rata basis. Except as otherwise provided in Section 5, all expenses based on the number of such registration shall Registrable Securities and other equity securities requested to be borne included by Companythe Investor and other Persons.

Incidental Registration. If Company at any time the Company proposes to file on its behalf and/or on behalf of register any of its security holders other than Holders (the "Demanding Security Holders") a Registration Statement securities under the Securities Act on any form (other for sale to public, the Company shall, not less than 30 nor more than 90 days prior to the proposed date of filing a Registration Statement on Form S-4 or S-8 or any successor form for securities to be offered in a transaction of the type referred to in Rule 145 registration statement under the Securities Act or to employees of Company pursuant to any employee benefit planAct, respectively) for the general registration of securities, it will give written notice to all Holders at least thirty (30) holders of the Warrants and Conversion Shares of its intention to do so. Upon written request of any holder of the Warrants or Conversion Shares given within 20 days before after transmittal by the initial filing with the Commission Company of such Registration Statementnotice, which the Company will use its best efforts to cause Conversion Shares requested to be registered to be so registered under the Securities Act, except that (i) if such registration involves an underwritten offering, all holders of Conversion Shares requesting to be included in the Company's registration must sell their Conversion Shares to the underwriters selected by the Company on the same terms and conditions as apply to the Company and (ii) if, at any time after giving written notice of its intention to register any securities pursuant to this Section 2.2 and prior to the effective date of the registration statement filed in connection with such registration, the Company shall set forth determine for any reason not to register such securities, the Company shall give written notice to all holders of Conversion Shares and thereupon shall be relieved of its obligation to register any Conversion Shares in connection with such registration (without prejudice, however, to rights of holders under Section 2.1). A request pursuant to this Section 2.2 shall state the number of Conversion Shares requested to be registered and the intended method of disposition of the securities proposed to be registered by Companythereof. The notice shall offer to include rights granted in such filing the aggregate number of shares of Registrable Securities as such Holders may request. Each Holder desiring to have Registrable Securities registered under this Section 3 2.2 shall advise apply in each case where the Company in writing within twenty (20) days after the date proposes to register securities regardless of receipt of whether such offer from Company, setting forth the amount of such Registrable Securities for which registration is requested. Company shall thereupon include in such filing the number of shares of Registrable Securities for which registration is so requested, subject to the next sentence, provided that Company rights may in its sole discretion determine to abandon any such registration. If the managing underwriter of a proposed public offering shall advise Company in writing that, in its opinion, the distribution of the Registrable Securities requested to be included in the registration concurrently with the securities being registered by Company or such Demanding Security Holders would materially and adversely affect the distribution of such securities by Company or such Demanding Security Holders, then all selling security holders (including the Demanding Security Holders and Holders, but not including Company) shall reduce the amount of securities each intended to distribute through such offering on a pro rata basis. Except as otherwise provided in Section 5, all expenses of such registration shall be borne by Companyhave been exercised previously.

Incidental Registration. 2.1.1. If the Company at any time proposes to file on its behalf and/or on behalf of register any of its security holders other than Holders (the "Demanding Security Holders") a Registration Statement securities under the Securities Act on any form Act, including for this purpose a registration effected by the Company for securityholders other than the Holders (other than a Registration Statement registration relating solely to employee benefit plans on Form S-4 or S-8 or any successor form for securities similar forms that may be promulgated in the future, or a registration relating solely to be offered in a transaction of the type referred to in an SEC Rule 145 under the Securities Act or to employees of Company pursuant to any employee benefit plan, respectively) for the general registration of securitiestransaction), it will give written notice to shall notify all Holders at least thirty (30) days before the initial filing with the Commission of Registrable Shares in writing promptly of such Registration Statement, which notice shall set forth the intended method of disposition of the securities proposed to be registered by Company. The notice shall offer to include in such filing the aggregate number of shares of Registrable Securities as such Holders may requestregistration. Each Holder desiring to have include in any such registration statement all or any part of the Registrable Securities registered under this Section 3 shall advise Company in writing Shares held by it shall, within twenty (20) days after delivery of the date of receipt of such offer from above-described notice by the Company, setting forth so notify the amount of such Registrable Securities for which registration is requested. Company shall thereupon include in such filing writing specifying the number of shares of Registrable Securities for which registration is so requestedShares requested to be included. The Company shall, subject to the next sentenceprovisions of Sections 2.1.2 and 2.1.3, provided that Company may in its sole discretion determine cause to abandon any such registration. If the managing underwriter of a proposed public offering shall advise Company in writing that, in its opinion, the distribution be registered all of the Registrable Securities Shares that each such Holder has requested to be included in such registration. If a Holder decides not to include all of its Registrable Shares in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Shares in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein. The number of occurrences of the registration concurrently pursuant to this Section 2.1 shall be unlimited. 2.1.2. If the registration statement under which the Company gives notice under this Section 2.1 is for an underwritten offering, the Company shall so advise the Holders of Registrable Shares as part of its notice made pursuant to Section 2.1.1. In such event, the right of any such Holder to be included in a registration pursuant to this Section 2.1 shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Shares in the underwriting to the extent provided herein. All Holders proposing to distribute their Registrable Shares through such underwriting shall enter into an underwriting agreement in customary form with the securities being registered underwriter or underwriters selected for such underwriting by the Company. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice to the Company and the underwriter. 2.1.3. Notwithstanding any other provision of this Agreement, if the registration statement under which the Company gives notice under this Section 2.1 is for an underwritten offering, and the managing underwriter(s) determine(s) in good faith and advise(s) the Initiating Holders in writing that marketing factors require a limitation of the number of shares (including Registrable Shares) to be underwritten in any registration statement under this Section 2.1, the number of shares that may be included in the underwriting shall be allocated, first, to the Company; and second, to the Holders of Registrable Shares pro-rata, based on the total number of Registrable Shares then held by the Holders of Registrable Shares requesting to be included in such registration, or in such other proportion as shall mutually be agreed to by all such selling Holders. To facilitate the allocation of shares in accordance with the above provisions, the Company or such Demanding Security Holders would materially and adversely affect the distribution underwriters may round the number of such shares allocated to any Holder to the nearest one hundred (100) shares. Notwithstanding the foregoing, in no event shall (i) the number of Registrable Shares included in the offering be reduced unless all other securities (other than securities to be sold by Company or such Demanding Security Holders, then all selling security holders (including the Demanding Security Holders and Holders, but not including Company) shall reduce are first entirely excluded from the amount offering, or (ii) the number of Registrable Shares included in the offering be reduced below twenty percent (20%) of the total number of securities each intended to distribute through included in such offering on a pro rata basisoffering. Except as otherwise provided in Section 5, all expenses of Any Registrable Shares excluded or withdrawn from such registration underwriting shall be borne by Companyexcluded and withdrawn from the registration.

Incidental Registration. (a) If the Company at any time proposes to file on its behalf and/or or on behalf of any of its security holders other than Holders (the "Demanding Security Holders") a Registration Statement registration statement under the Securities Act on any form (other than a Registration Statement registration statement on Form S-4 or S-8 or any successor form for securities to be offered in a transaction of the type referred to in Rule 145 under the Securities Act or to employees of the Company pursuant to any employee benefit plan, respectively) for the general registration of securities, it will give written notice to all Holders at least thirty (30) 30 days before the initial filing with the Commission SEC of such Registration Statement, which registration statement. The notice shall set forth the intended method of disposition of the securities proposed to be registered by Company. The notice the Company and shall offer to include in such filing the aggregate number of shares of Registrable Securities as such Holders may request. Each Holder desiring to have Registrable Securities registered under this Section 3 2.02 shall advise the Company in writing within twenty (20) 20 days after the date of receipt of such offer from the Company, setting forth the amount of such Registrable Securities for which registration is requested. The Company shall thereupon include in such filing the number of shares of Registrable Securities for which registration is so requested, subject to Section 2.02(b), and shall use its best efforts to effect registration under the next sentenceSecurities Act of such shares. (b) The Holders of Registrable Securities shall not have the right to include any Registrable Securities in such filing unless (i) such Registrable Securities are of the same class as the securities included in such registration and (ii) if any of the securities covered by such registration are sold in an underwritten offering, provided that the Holders of Registrable Securities agree in writing to sell their Registrable Securities on the same terms and conditions as apply to the securities being sold by the Company may in its sole discretion determine to abandon any such registrationand the Demanding Security Holders. If the managing underwriter of a proposed public offering shall advise the Company in writing that, in its opinion, the distribution inclusion of the Registrable Securities requested to be included in the registration concurrently with the securities being registered by the Company or such the Demanding Security Holders would materially and adversely affect the distribution of such securities by the Company or such the Demanding Security Holders, then all selling security holders (including the number of securities to be included in the registration shall be reduced to the maximum number that could be marketed without materially and adversely affecting the distribution of the securities to be included by the Company or the Demanding Security Holders in such registration and Holdersthe Company shall register (A) first, but not including Companysuch securities, if any, which the Company proposes to sell in such registration, (B) shall reduce second, such securities which are sought to be included by the amount Demanding Security Holders in such registration pursuant to contractual registration rights in existence on the date of securities each intended to distribute through such offering this Agreement (allocated, if necessary, on a pro rata basis), and (C) third, Registrable Securities which are sought to be included in such registration by the Holders (allocated, of necessary, on a pro rata basis). Except as otherwise provided in Section 53.02, all expenses of such registration shall be borne by the Company.. ARTICLE THREE

Incidental Registration. If Company the Company, at any time or any one or more occasions after the date of this Agreement, proposes to file on its behalf and/or on behalf of register (other than pursuant to Section 2.1) any of its security holders other than Holders (the "Demanding Security Holders") a Registration Statement equity securities under the Securities Act on any form for sale to the public, whether for its own account or for the account of other security holders or both (other than a Registration Statement pursuant to registrations on Form S-4 or Form S-8 or any successor form or other forms not available for registering securities for sale to be offered in a transaction of the type referred to in Rule 145 under public at large), the Securities Act or to employees of Company pursuant to any employee benefit plan, respectively) for the general registration of securities, it will shall give not less than 30 days' nor more than 90 days' prior written notice to all Holders at least thirty (30) days before the initial filing with the Commission of such Registration Statement, which notice shall set forth the intended method of disposition of the securities proposed to be registered by Company. The notice shall offer to include in such filing the aggregate number of shares each Holder of Registrable Securities as such Holders may requestof its intention to do so. Each Upon the written request of any Holder desiring to have of Registrable Securities registered under this Section 3 shall advise Company in writing given within twenty (20) 20 days after the date of receipt of such offer notice from the Company, setting forth the amount of such Registrable Securities for which registration is requested. Company shall thereupon include in such filing the number of shares of Registrable Securities for which registration is so requested, subject will use its best efforts to the next sentence, provided that Company may in its sole discretion determine to abandon any such registration. If the managing underwriter of a proposed public offering shall advise Company in writing that, in its opinion, the distribution of cause the Registrable Securities requested to be registered to be so registered under the Securities Act. A request pursuant to this Section 2.2 shall state the number of Registrable Securities requested to be registered and the intended method of distribution thereof. In connection with any registration subject to this Section 2.2, the Holders shall enter into such underwriting, lock-up and other agreements, and shall execute and complete such questionnaires and other documents, as are customary in a secondary offering. The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 2.2 prior to the effectiveness of such registration whether or not any Holder has elected to include any securities in such registration. Notwithstanding any other provision of this Agreement, if the representative of the underwriters advises the Company in writing that marketing factors require a limitation on the number of shares to be underwritten, the number of shares to be included in the registration concurrently with the securities being registered by Company underwriting or such Demanding Security Holders would materially and adversely affect the distribution of such securities by Company or such Demanding Security Holders, then all selling security holders (including the Demanding Security Holders and Holders, but not including Company) shall reduce the amount of securities each intended to distribute through such offering on a pro rata basis. Except as otherwise provided in Section 5, all expenses of such registration shall be borne by Companyallocated as set forth in Section 2.5 hereof. No registration effected under this Section 2.2 shall relieve the Company of its obligation to effect the registration required under Section 2.1. ______________________________________ Footnote continued from previous page.