definiens: within the meaning of Rule 501 of3Regulation D promulgated under the Securities Act ( ) ; and ( vi ) the Purchaser understands thatcertificates representing the Common Stock, except as provided in Section 5.8 hereof, will contain a legend to thefollowing effect : THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEENREGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED . THESECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BESOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF EITHER ANEFFECTIVE REGISTRATION STATEMENT FOR THESE SHARES UNDER THESECURITIES ACT OF 1933, AS AMENDED, OR AN OPINION OF COUNSELTHAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT . THESESECURITIES ARE SUBJECT TO CERTAIN REGISTRATION RIGHTS AS SETFORTH IN A REGISTRATION RIGHTS AGREEMENT A COPY OF WHICH MAYBE OBTAINED FROM THE COMPANY