THE
RECORD OR BENEFICIAL OWNER OF THE SECURITIES, AND NOT IN HIS, HER OR ITS
CAPACITY AS A DIRECTOR OR OFFICER OF ONCOGENEX.
3
7.
TERMINATION.
THE OBLIGATIONS OF THE
SECURITYHOLDER HEREUNDER SHALL TERMINATE:
(A)
IF THE ARRANGEMENT IS CONSUMMATED, UPON THE
CONSUMMATION OF THE ARRANGEMENT;
(B)
IF THE ARRANGEMENT IS NOT CONSUMMATED, UPON
THE TERMINATION OF THE ARRANGEMENT AGREEMENT IN ACCORDANCE WITH ITS TERMS;
(C)
UPON ANY MATERIAL AMENDMENT TO THE
ARRANGEMENT AGREEMENT OR PLAN OF ARRANGEMENT BEING GIVEN EFFECT THAT HAS NOT
BEEN APPROVED BY THE ONCOGENEX SHAREHOLDERS;
(D)
ON AUGUST 31, 2008 IF NOT OTHERWISE
TERMINATED PRIOR TO SUCH DATE AND PROVIDED THAT THE PROXY STATEMENT IS NOT
SUBJECT TO A REVIEW BY THE SEC; OR
(E)
ON SEPTEMBER 30, 2008 IF NOT OTHERWISE
TERMINATED PRIOR TO SUCH DATE AND PROVIDED THAT THE PROXY STATEMENT IS REVIEWED
BY THE SEC.
THE "TERMINATION DATE" FOR ANY PARTICULAR PROVISION HEREUNDER SHALL BE THE DATE
OF TERMINATION OF THE SECURITYHOLDER'S OBLIGATIONS UNDER SUCH PROVISION.
8.
SPECIFIC PERFORMANCE.
THE
SECURITYHOLDER ACKNOWLEDGES THAT IT WOULD BE IMPOSSIBLE TO DETERMINE THE AMOUNT
OF DAMAGES THAT WOULD RESULT FROM ANY BREACH OF ANY OF ITS OBLIGATIONS UNDER
THIS AGREEMENT AND THAT THE REMEDY AT LAW FOR ANY BREACH, OR THREATENED BREACH,
WOULD LIKELY BE INADEQUATE AND, ACCORDINGLY, AGREES THAT SONUS SHALL, IN
ADDITION TO ANY OTHER RIGHTS OR REMEDIES WHICH IT MAY HAVE AT LAW OR IN EQUITY,
BE ENTITLED TO SEEK SUCH EQUITABLE AND INJUNCTIVE RELIEF AS MAY BE AVAILABLE
FROM ANY COURT OF COMPETENT JURISDICTION TO RESTRAIN THE SECURITYHOLDER FROM
VIOLATING ANY OF ITS OBLIGATIONS UNDER THIS AGREEMENT.
IN CONNECTION WITH ANY
ACTION OR PROCEEDING FOR SUCH EQUITABLE OR INJUNCTIVE RELIEF, THE SECURITYHOLDER
HEREBY WAIVES ANY CLAIM OR DEFENSE THAT A REMEDY AT LAW ALONE IS ADEQUATE AND
AGREES, TO THE MAXIMUM EXTENT PERMITTED BY LAW, TO HAVE THE OBLIGATIONS OF THE
SECURITYHOLDER UNDER THIS AGREEMENT SPECIFICALLY ENFORCED AGAINST HIM OR HER,
WITHOUT THE NECESSITY OF POSTING BOND OR OTHER SECURITY, AND CONSENTS TO THE
ENTRY OF EQUITABLE OR INJUNCTIVE RELIEF AGAINST THE SECURITYHOLDER ENJOINING OR
RESTRAINING ANY BREACH OR THREATENED BREACH OF THIS AGREEMENT.
9.
NON-RESIDENT TAX MATTERS.
THE
SECURITYHOLDER ACKNOWLEDGES AND AGREES AS FOLLOWS:
(A)
WITHHOLDING RIGHTS.
EACH OF SONUS AND THE
DEPOSITARY (AS DEFINED IN THE PLAN OF ARRANGEMENT) SHALL BE ENTITLED TO WITHHOLD
FROM ANY SONUS COMMON SHARES OR OTHER CONSIDERATION OTHERWISE ISSUABLE OR
PAYABLE PURSUANT TO THE PLAN OF ARRANGEMENT TO ANY HOLDER OF ONCOGENEX SHARES
AND ONCOGENEX DEBENTURES WHO IS NOT A CANADIAN RESIDENT (A "NON-RESIDENT
HOLDER"), SUCH AMOUNTS AS SONUS OR THE DEPOSITARY, RESPECTIVELY, ARE REQUIRED TO
DEDUCT AND WITHHOLD WITH RESPECT TO SUCH ISSUANCE OR PAYMENT, AS THE CASE MAY
BE, UNDER SECTIONS 116
AND 212
OF THE INCOME TAX ACT, R.S.C. 1985, C.1 (5TH
SUPP.), AS AMENDED (THE "ITA").
SINCE THE CONSIDERATION PAID TO THE
NON-RESIDENT HOLDER OF ONCOGENEX SHARES AND ONCOGENEX DEBENTURES UNDER THE
ARRANGEMENT AGREEMENT IS IN THE FORM OF SONUS COMMON SHARES AND NOT CASH, AND
THE LIQUIDATION VALUE