definiens: ( as defined under Rule 144 promulgated under the1933 Act, as presently in effect, ) under U.S. Federal Securities Laws inasmuch as they arebeing acquired from Buyer and Aquinox US ( as applicable ) in a transaction not involving a publicoffering and that, under such laws and applicable regulations, such securities may be resold withoutregistration under the 1933 Act only in certain limited circumstances ; ( e)Buyer is under no obligation to qualify or register the Payment Shares for resale under a prospectus orotherwise, or assist Seller in complying with any exemption from the prospectus requirements or resalerestrictions of the Securities Laws, including becoming a reporting issuer or its equivalent in anyjurisdiction, and if no resale exemption under Securities Laws is available, the Seller may be required tohold the Payment Shares for an indefinite period of time ; ( f)if an exemption from registration or qualification is available, it may be conditioned on variousrequirements including, but not limited to, the time and manner of sale, the holding period for thePayment Shares, and on requirements relating to Buyer and Aquinox US which are outside of the Seller’scontrol, and which Buyer and Aquinox US are under no obligation and may not be able to satisfy ; and ( g)Seller is familiar with Rule 144 and understands the resale limitations imposed thereby and by the 1933Act ; 32 [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITHTHE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, ASAMENDED