AND WITHHOLDING
PAYMENT IS DEMANDED BY THE CRA, SONUS WILL REMIT SUFFICIENT FUNDS TO THE CRA TO
COMPLY WITH THIS REMITTANCE REQUIREMENT; PROVIDED THAT, IF SONUS OR THE
DEPOSITARY, AS THE CASE MAY BE, IS PROVIDED WITH A LETTER FROM THE CRA ADVISING
THAT NONE OF THE AMOUNTS DEDUCTED OR WITHHELD IN RESPECT OF SUCH NON-RESIDENT
HOLDER ARE REQUIRED TO BE REMITTED, SONUS OR THE DEPOSITARY, AS THE CASE MAY BE,
WILL CONTINUE TO HOLD SUCH AMOUNTS IN ACCORDANCE WITH THAT LETTER UNTIL A
CLEARANCE CERTIFICATE IS PROVIDED OR UNTIL THE CRA REQUIRES THE AMOUNTS TO BE
REMITTED, WHICHEVER SHALL FIRST OCCUR.
SUBJECT TO SECTION 9(A), TO THE EXTENT
THAT AMOUNTS ARE SO DEDUCTED OR SONUS COMMON SHARES WITHHELD, THE CORRESPONDING
AMOUNTS WILL BE IMMEDIATELY DUE AND PAYABLE TO SONUS, PROVIDED THAT SUCH
AMOUNTS, ARE ACTUALLY REMITTED UPON DEMAND TO THE CRA IN ACCORDANCE WITH THIS
SECTION.
5
(C)
COVENANT TO APPLY FOR CLEARANCE
CERTIFICATE.
THE SECURITYHOLDER HEREBY COVENANTS AND AGREES THAT IT WILL APPLY
TO CRA FOR A CLEARANCE CERTIFICATE AS SOON AS PRACTICABLE AFTER THE ARRANGEMENT
BECOMES EFFECTIVE TO SATISFY DELIVERY OF SUCH CERTIFICATE TO SONUS AS SUCH
DELIVERY IS CONTEMPLATED IN SECTION 9(B) HEREIN.
10.
MISCELLANEOUS.
(A)
DEFINITIONAL MATTERS.
(I)
FOR PURPOSES OF THIS AGREEMENT,
"BENEFICIAL OWNERSHIP" SHALL BE DETERMINED IN ACCORDANCE WITH RULE 13D-3 UNDER
THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.
(II)
THE SECTION AND PARAGRAPH CAPTIONS HEREIN
ARE FOR CONVENIENCE OF REFERENCE ONLY, DO NOT CONSTITUTE PART OF THIS AGREEMENT
AND SHALL NOT BE DEEMED TO LIMIT OR OTHERWISE AFFECT ANY OF THE PROVISIONS
HEREOF.
(B)
ENTIRE AGREEMENT.
THIS AGREEMENT
CONSTITUTES THE ENTIRE AGREEMENT OF THE PARTIES HERETO WITH REFERENCE TO THE
TRANSACTIONS CONTEMPLATED HEREBY AND SUPERSEDES ALL OTHER PRIOR AGREEMENTS,
UNDERSTANDINGS, REPRESENTATIONS AND WARRANTIES, BOTH WRITTEN AND ORAL, BETWEEN
THE PARTIES OR THEIR RESPECTIVE REPRESENTATIVES, AGENTS OR ATTORNEYS, WITH
RESPECT TO THE SUBJECT MATTER HEREOF.
(C)
PARTIES IN INTEREST.
THIS AGREEMENT SHALL
BE BINDING UPON AND INURE SOLELY TO THE BENEFIT OF EACH PARTY HERETO AND THEIR
RESPECTIVE SUCCESSORS, ASSIGNS, ESTATE, HEIRS, EXECUTORS, ADMINISTRATORS AND
OTHER LEGAL REPRESENTATIVES, AS THE CASE MAY BE. NOTHING IN THIS AGREEMENT,
EXPRESS OR IMPLIED, IS INTENDED TO CONFER UPON ANY OTHER PERSON, OTHER THAN
PARTIES HERETO OR THEIR RESPECTIVE SUCCESSORS, ASSIGNS, ESTATE, HEIRS,
EXECUTORS, ADMINISTRATORS AND OTHER LEGAL REPRESENTATIVES, AS THE CASE MAY BE,
ANY RIGHTS, REMEDIES, OBLIGATIONS OR LIABILITIES UNDER OR BY REASON OF THIS
AGREEMENT.
(D)
ASSIGNMENT.
THIS AGREEMENT SHALL NOT BE
ASSIGNABLE BY LAW OR OTHERWISE WITHOUT THE PRIOR WRITTEN CONSENT OF THE OTHER
PARTY HERETO.
(E)
MODIFICATIONS; WAIVERS.
THIS AGREEMENT
SHALL NOT BE AMENDED, ALTERED OR MODIFIED IN ANY MANNER WHATSOEVER, EXCEPT BY A
WRITTEN INSTRUMENT EXECUTED BY THE PARTIES HERETO.
NO WAIVER OF ANY BREACH OR
DEFAULT HEREUNDER SHALL BE CONSIDERED VALID UNLESS IN WRITING AND SIGNED BY THE
PARTY GIVING SUCH WAIVER, AND NO SUCH WAIVER SHALL BE DEEMED A WAIVER OF ANY
SUBSEQUENT BREACH OF THE SAME OR SIMILAR NATURE.
(F)
SEVERABILITY.
ANY TERM OR PROVISION OF
THIS