Within ninety (90) calendar days of the Closing Date, Buyer shall prepare and file with the SEC a resale registration statement on Form S-3 for an offering to be made on a continuous basis pursuant to Rule 415 (or such other resale registration form that Buyer may then be eligible to use) in order to register with the SEC the resale by the Qualified Shareholders, from time to time, of the shares of Buyer Common Stock issued to them hereunder (the “Relevant Shares”) on NASDAQ or the facilities of any national securities exchange on which the Buyer Common Stock are then traded, or in privately negotiated transactions (a “Registration Statement”). Buyer shall use commercially reasonable efforts to cause such Registration Statement to be declared effective within ninety (90) calendar days thereafter and maintain the Registration Statement effective for a period that will terminate upon the earlier of # thirty (30) months following the Closing, as prolonged and extended by any Suspension Period or # the date on which all shares of Buyer Common Stock covered by the Registration Statement are sold (such time frame, as extended from time to time, shall be referred to herein as the “Effective Period”). Following the later of # the effectiveness of the Registration Statement and # the day which is six (6) months following the Closing Date (such date, the “Start Date”), Buyer may, at any time, suspend the effectiveness of the Registration Statement for up to an aggregate of sixty (60) calendar days, as appropriate (a “Suspension Period”), by giving notice to the Qualified Shareholders, if Buyer shall have determined that Buyer may be required to disclose any material corporate development or as otherwise required by applicable U.S. securities Laws. Notwithstanding the foregoing, Buyer shall inform each Qualified Shareholder of any such Suspension Period and will instruct such Qualified Shareholder (and by executing this Agreement each Qualified Shareholder agrees) not to sell any Relevant Shares pursuant to the Registration Statement until # such Person is advised in writing by Buyer that the use of the Registration Statement may be resumed, or # such Person has received copies of any additional or supplemental or amended prospectus, if applicable, or # such Person has received copies of any additional or supplemental filings which are incorporated or deemed to be incorporated by reference in such prospectus.

“Form S-3” shall mean Form S-3 or any similar short-form registration statement that may be available at such time.

“Form S-3” shall mean Form S-3 or any similar short-form registration statement that may be available at such time.

“Form S-3” shall mean Form S-3 or any similar short-form registration statement that may be available at such time.

“Form S-3” shall mean Form S-3 or any similar short-form registration statement that may be available at such time.

“Form S-3” shall mean a registration statement on Form S-3 or any similar short-form registration statement that may be available at such time.

“Form S-3” shall mean a registration statement on Form S-3 or any similar short-form registration statement that may be available at such time.

Each Holder acknowledges and agrees that Form S-3 is not initially available for the registration of the resale of Registrable Securities hereunder. The Company # shall register the resale of the Registrable Securities on Form S-1 as provided herein, # undertakes to use its commercially reasonable efforts to register the Registrable Securities on Form S-3 after such form is available, provided that the Company shall maintain the effectiveness of the Registration Statement then in effect until such time as a Registration Statement on Form S-3 covering the Registrable Securities has been declared effective by the Commission and # shall, after such time as the Registerable Securities have been registered on Form S-3, maintain the effectiveness of such Registration Statement on Form S-3 consistent with the provisions of Section 2(b) hereof.

Form S-3 Eligibility. The Company is eligible to register the resale of the Securities for resale by the Purchaser on Form S-3 promulgated under the Securities Act.

Form S-3 Eligibility. The Company is eligible to register the resale of the Securities for resale by the Purchaser on Form S-3 promulgated under the Securities Act.