definiens: within the meaning of Rule 501 of Regulation D promulgated under the Securities Act ; and ( f ) It is understood that the certificates evidencing the Shares and the Conversion Shares shall bear the following legend : " These securities have not been registered under the Securities Act of 1933 . They may not be sold, offered for sale, pledged or hypothecated in the absence of a registration statement in effect with respect to the securities under such Act or, if requested by CNSI, an opinion of counsel reasonably satisfactory to CNSI and 5 .... _ _ ... _ .. _ - _ . _ _ .,---------- _ .. _ .-- _ .. --------------its counsel, that such registration is not required under such Act . " 5.2 Due Execution . Delivery and Perfonnance of the Agreement . [COMPANY] further represents and warrants to, and covenants with, CNSI that ( a ) [COMPANY] is a limited partnership duly organized, validly existing and in good standing under the laws of the State of Texas and has full right, power, authority and capacity to enter into this Agreement and to consummate the transactions contemplated hereby and has taken all necessary action to authorize the execution, delivery and perfonnance of this Agreement, ( b ) the execution, delivery and perfonnance of this Agreement will not violate any law or the organizational documents of [COMPANY], and ( c ) upon the execution and delivery of this Agreement, this Agreement shall constitute a valid and binding obligation of [COMPANY] enforceable in accordance with its tenns, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors ' and contracting parties ' rights generally and except as enforceability may be subject to general principles of equity ( regardless of whether such enforceability is considered in a proceeding in equity or at law ) . [COMPANY] shall indemnify and hold CNSI hannless from any and all losses, costs and expenses arising from [COMPANY] 's execution, delivery and perfonnance of this Agreement ( i ) violating any material indenture, mortgage, agreement, contract or other material instrument to which [COMPANY] is a party or any of its properties or assets is bound, or ( ii ) resulting in a breach or constitution ( upon notice or lapse of time or both ) a default under any such indenture, mortgage, agreement, contract or other material instrument