4
OF THOSE SHARES IS UNKNOWN, SONUS OR THE DEPOSITARY WILL INITIALLY HOLDBACK ALL
SONUS COMMON SHARES OTHERWISE ISSUABLE TO A NON-RESIDENT HOLDER. ANY AMOUNT
ACTUALLY PAID TO THE CANADA REVENUE AGENCY (THE "CRA") BY SONUS OR BY THE
DEPOSITARY WHEN DEMANDED BY THE CRA UNDER THE ITA ON BEHALF OF ANY NON-RESIDENT
HOLDER OF ONCOGENEX SHARES AND ONCOGENEX DEBENTURES WILL IMMEDIATELY BECOME DUE
AND PAYABLE TO SONUS BY THE NON-RESIDENT HOLDER AND SHALL BEAR INTEREST AT 15%
PER ANNUM, COMPOUNDED MONTHLY.
THE SONUS COMMON SHARES (INCLUDING DEPOSITED
SECURITIES) WITHHELD ACCORDING TO THIS SECTION 9(A) WILL NOT BE RELEASED TO
A NON-RESIDENT HOLDER UNTIL THE AMOUNTS OWING TO SONUS ARE PAID IN FULL OR
WAIVED BY SONUS OR SUCH CONDITIONS DESCRIBED IN SECTION 9(B) ARE MET.
IF THERE
IS NO TAX ULTIMATELY OWING BY THE NON-RESIDENT HOLDER TO THE CRA, THE INTEREST
ON THE AMOUNTS REMITTED TO THE CRA BY SONUS OR THE DEPOSITARY WILL BE WAIVED BY
SONUS.
IF THERE IS AN AMOUNT OWING TO SONUS (AS A RESULT OF SONUS MAKING A
PAYMENT TO THE CRA ON BEHALF OF A NON-RESIDENT HOLDER), SONUS SHALL BE
AUTHORIZED TO DEPOSIT THE WITHHELD SHARES IN A SEGREGATED BROKERAGE ACCOUNT IN
TRUST FOR THE BENEFIT OF THE NON-RESIDENT HOLDER AND THE NON-RESIDENT HOLDER
SHALL BE DEEMED TO HAVE PROVIDED THE TRUSTEE OF THAT ACCOUNT WITH IRREVOCABLE
INSTRUCTIONS TO SELL, ON TERMS SATISFACTORY TO SONUS, A SUFFICIENT NUMBER OF THE
WITHHELD SONUS COMMON SHARES TO SATISFY THE TAXES PAID BY SONUS OR THE
DEPOSITARY ON BEHALF OF THE NON-RESIDENT HOLDER AND INTEREST ACCRUED AND REMIT
THOSE PROCEEDS TO SONUS.
IF UPON THE SALE OF ALL SUCH SONUS COMMON SHARES AND
THE REMITTANCE OF ALL OF THE RELATED PROCEEDS TO SONUS, ANY REMAINING LIABILITY
BY THE NON-RESIDENT HOLDER TO SONUS REMAINS, THAT REMAINING LIABILITY SHALL BE
WAIVED BY SONUS.
NOTWITHSTANDING THE ABOVE, ANY NON-RESIDENT HOLDER WHO REMITS
IN CASH THE FULL AMOUNT OF TAX WITHHOLDINGS POTENTIALLY OWING PRIOR TO THE
RECEIPT OF A CLEARANCE CERTIFICATE (AS DEFINED BELOW) OR ACTUALLY OWING AFTER
THE RECEIPT OF A CLEARANCE CERTIFICATE, EITHER DIRECTLY TO THE CRA OR TO SONUS,
SHALL HAVE ALL OF THEIR WITHHELD SONUS COMMON SHARES RELEASED, SUBJECT TO
SECTION 2.2(E) OF THE PLAN OF ARRANGEMENT.
(B)
CLEARANCE CERTIFICATES.
IF ANY SONUS COMMON
SHARES OR OTHER CONSIDERATION IS DEDUCTED OR WITHHELD FROM A NON-RESIDENT
HOLDER PURSUANT TO SECTION 116 OF THE ITA AS DESCRIBED IN SECTION 9(A), SONUS OR
THE DEPOSITARY, AS THE CASE MAY BE, SHALL, SUBJECT TO SECTION 9(A), REMIT
SUCH CONSIDERATION TO SUCH NON-RESIDENT HOLDER UPON DELIVERY BY SUCH
NON-RESIDENT HOLDER TO SONUS OR THE DEPOSITARY, AS THE CASE MAY BE, OF A
CERTIFICATE OF COMPLIANCE (WITH A CERTIFICATE LIMIT NOT LESS THAN THE FAIR
MARKET VALUE OF THE AGGREGATE CONSIDERATION TO BE PAID TO SUCH NON-RESIDENT
HOLDER FOR THEIR ONCOGENEX SHARES PURSUANT TO THE TERMS OF THE ARRANGEMENT)
ISSUED PURSUANT TO SECTION 116 OF THE ITA (A "CLEARANCE CERTIFICATE").
IF SUCH
NON-RESIDENT HOLDER DOES NOT SO DELIVER A CLEARANCE CERTIFICATE