On or prior to each Filing Date, [[Organization A:Organization]] shall prepare and file with the Commission a Registration Statement covering the resale of all of the Registrable Securities that are not then registered on an effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415. Each Registration Statement filed hereunder shall be on Form S-1 (or Form S-3 to the extent [[Organization A:Organization]] is eligible to use such registration statement form, subject to the provisions of Section 2.5) and shall contain (unless otherwise directed by at least 85% in interest of the Holders) substantially the “Plan of Distribution” attached hereto as [Annex 2.1].1 and substantially the “Selling Stockholders” section attached hereto as [Annex 2.1].2; provided, however, that no Holder shall be required to be named as an “underwriter” without such Holder’s express prior written consent. Subject to the terms of this Agreement, [[Organization A:Organization]] shall use its best efforts to cause a Registration Statement filed under this Agreement (including, without limitation, under Section 3.3) to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event no later than the applicable Effectiveness Date, and shall use its best efforts to keep such Registration Statement continuously effective under the Securities Act until the date that all Registrable Securities covered by such Registration Statement # have been sold, thereunder or pursuant to Rule 144, or # may be sold without volume or manner-of-sale restrictions pursuant to Rule 144 and without the requirement for [[Organization A:Organization]] to be in compliance with the current public information requirement under Rule 144 (to the extent applicable), as determined by the counsel to [[Organization A:Organization]] pursuant to a written opinion letter to such effect, addressed and acceptable to the Transfer Agent and the affected Holders (the “Effectiveness Period”). [[Organization A:Organization]] shall telephonically request effectiveness of a Registration Statement as of 5:00 p.m. (New York City time) on a Trading Day. [[Organization A:Organization]] shall immediately notify the Holders via facsimile or by e-mail of the effectiveness of a Registration Statement on the same Trading Day that [[Organization A:Organization]] telephonically confirms effectiveness with the Commission, which shall be the date requested for effectiveness of such Registration Statement. [[Organization A:Organization]] shall, by 9:30 a.m. (New York City time) on the Trading Day after the effective date of such Registration Statement, file a final Prospectus with the Commission as required by Rule 424. Failure to so notify the Holder within one (1) Trading Day of such notification of effectiveness or failure to file a final Prospectus as foresaid shall be deemed an Event under Section 2.4.