LIQUIDATION OR OTHER SIMILAR EVENT OR EVENTS HAD NOT OCCURRED, REGARDLESS OF
WHETHER OR NOT ONCOGENEX HAS RECEIVED NOTICE OF SUCH DEATH, INCAPACITY,
TERMINATION, DISSOLUTION, LIQUIDATION OR OTHER EVENT.
(C)
THE STOCKHOLDER HEREBY AGREES NOT TO
(I) SELL, TRANSFER, CONVEY, ASSIGN OR OTHERWISE DISPOSE OF ANY OF HIS, HER OR
ITS SHARES WITHOUT THE PRIOR WRITTEN CONSENT OF ONCOGENEX, OTHER THAN SHARES
SOLD OR SURRENDERED OR DEEMED SOLD OR SURRENDERED TO PAY THE EXERCISE PRICE OF
ANY SONUS OPTIONS OR TO SATISFY ONCOGENEX'S WITHHOLDING OBLIGATIONS WITH RESPECT
TO ANY TAXES RESULTING FROM SUCH EXERCISE OR RESULTING FROM THE VESTING OF
RESTRICTED STOCK OR RESTRICTED PERFORMANCE STOCK, OR (II) PLEDGE, MORTGAGE OR
OTHERWISE ENCUMBER SUCH SHARES.
ANY PERMITTED TRANSFEREE OF THE STOCKHOLDER'S
SHARES MUST BECOME A PARTY TO THIS AGREEMENT AND ANY PURPORTED TRANSFER OF THE
STOCKHOLDER'S SHARES TO A PERSON THAT DOES NOT BECOME A PARTY HERETO SHALL BE
NULL AND VOID AB INITIO.
3.
COOPERATION.
THE STOCKHOLDER AGREES
THAT HE OR SHE WILL NOT (DIRECTLY OR INDIRECTLY) ENCOURAGE, INITIATE, SOLICIT OR
TAKE ANY OTHER ACTION DESIGNED TO FACILITATE ANY ACQUISITION PROPOSAL INVOLVING
SONUS FROM ANY PERSON.
FURTHER, THE STOCKHOLDER HEREBY AGREES TO EXECUTE AND
DELIVER, OR CAUSE TO BE EXECUTED OR DELIVERED, SUCH ADDITIONAL PROXIES,
CONSENTS, WAIVERS AND OTHER INSTRUMENTS, AND UNDERTAKE ANY AND ALL FURTHER
ACTION, NECESSARY OR DESIRABLE, IN THE REASONABLE OPINION OF ONCOGENEX, TO CARRY
OUT THE PURPOSE AND INTENT OF THIS AGREEMENT AND TO CONSUMMATE THE ARRANGEMENT
UNDER THE TERMS OF THE ARRANGEMENT AGREEMENT.
4.
DISCLOSURE.
THE STOCKHOLDER HEREBY
AGREES TO PERMIT ONCOGENEX TO PUBLISH AND DISCLOSE IN THE CIRCULAR (AND ALL
OTHER DOCUMENTATION REQUIRED IN CONNECTION WITH THE ONCOGENEX MEETINGS), AND IN
ANY PRESS RELEASE OR OTHER DISCLOSURE DOCUMENT WHICH ONCOGENEX REASONABLY
DETERMINES TO BE NECESSARY OR DESIRABLE TO COMPLY WITH APPLICABLE LAWS OR THE
RULES AND REGULATIONS OF ANY REGULATORY AUTHORITY HAVING JURISDICTION IN
CONNECTION WITH THE ARRANGEMENT AND ANY TRANSACTIONS RELATED THERETO,
STOCKHOLDER'S IDENTITY AND OWNERSHIP OF THE SHARES AND THE NATURE OF
STOCKHOLDER'S COMMITMENTS, ARRANGEMENTS AND UNDERSTANDINGS UNDER THIS AGREEMENT,
PROVIDED THAT ANY PUBLIC ANNOUNCEMENT OR DISCLOSURE IS MADE IN ACCORDANCE WITH
THE TERMS OF THE ARRANGEMENT AGREEMENT.
5.
CONFIDENTIALITY.
THE STOCKHOLDER SHALL
KEEP THE EXISTENCE AND CONTENTS OF THIS AGREEMENT CONFIDENTIAL AND SHALL NOT
DISCLOSE ITS EXISTENCE OR CONTENTS TO ANY OTHER PERSON EXCEPT AS IS NECESSARY IN
ORDER TO ENABLE THE STOCKHOLDER TO COMPLY WITH ITS OBLIGATIONS HEREUNDER OR AS
MAY BE REQUIRED BY LAW.
THE STOCKHOLDER SHALL NOT, SO LONG AS SONUS OR
ONCOGENEX HAS NOT ANNOUNCED THE ARRANGEMENT TO THE PUBLIC GENERALLY, DISCLOSE
INFORMATION ABOUT THE ARRANGEMENT OR THIS AGREEMENT TO ANY OTHER PERSON, UNLESS
SUCH DISCLOSURE IS NECESSARY IN THE STOCKHOLDER'S COURSE OF BUSINESS AND THE
PERSON RECEIVING THE INFORMATION ACKNOWLEDGES THAT HE OR SHE IS ALSO PROHIBITED
FROM DISCLOSING SUCH INFORMATION TO OTHERS.
6.
STOCKHOLDER CAPACITY.
THE STOCKHOLDER
IS ENTERING THIS AGREEMENT IN HIS, HER OR ITS CAPACITY AS THE RECORD OR
BENEFICIAL OWNER OF THE SHARES, AND NOT IN HIS OR HER CAPACITY AS