TERMINATION, DISSOLUTION, LIQUIDATION OR OTHER EVENT.
(C)
THE SECURITYHOLDER HEREBY AGREES NOT TO
(I) SELL, TRANSFER, CONVEY, ASSIGN OR OTHERWISE DISPOSE OF ANY OF HIS, HER OR
ITS SECURITIES WITHOUT THE PRIOR WRITTEN CONSENT OF SONUS, OTHER THAN SECURITIES
SOLD OR SURRENDERED OR DEEMED SOLD OR SURRENDERED TO PAY THE EXERCISE PRICE OF
ANY ONCOGENEX 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 SECURITIES.
NOTWITHSTANDING THE FOREGOING, THE
SECURITYHOLDER MAY COMPLETE ANY PERMITTED TRANSFER (AS DEFINED IN SCHEDULE B)
WITHOUT THE PRIOR WRITTEN CONSENT OF SONUS.
ANY PERMITTED TRANSFEREE OF THE
SECURITYHOLDER'S SECURITIES MUST BECOME A PARTY TO THIS AGREEMENT AND ANY
PURPORTED TRANSFER OF THE SECURITYHOLDER'S SECURITIES TO A PERSON THAT DOES NOT
BECOME A PARTY HERETO SHALL BE NULL AND VOID AB INITIO.
3.
COOPERATION.
THE SECURITYHOLDER AGREES
THAT HE OR SHE WILL NOT (DIRECTLY OR INDIRECTLY) (I) ENCOURAGE, INITIATE,
SOLICIT OR TAKE ANY OTHER ACTION DESIGNED TO FACILITATE ANY ACQUISITION PROPOSAL
INVOLVING ONCOGENEX FROM ANY PERSON OR (II) EXERCISE ANY DISSENT RIGHT THAT THE
SECURITYHOLDER MAY HAVE IN CONNECTION WITH THE ARRANGEMENT.
FURTHER, THE
SECURITYHOLDER 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 SONUS, 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 SECURITYHOLDER HEREBY
AGREES TO PERMIT SONUS TO PUBLISH AND DISCLOSE IN THE PROXY STATEMENT (INCLUDING
ALL DOCUMENTS AND SCHEDULES FILED WITH THE SEC), AND IN ANY PRESS RELEASE OR
OTHER DISCLOSURE DOCUMENT WHICH SONUS REASONABLY DETERMINES TO BE NECESSARY OR
DESIRABLE TO COMPLY WITH APPLICABLE LAWS OR THE RULES AND REGULATIONS OF NASDAQ
OR SUCH OTHER REGULATORY AUTHORITY HAVING JURISDICTION IN CONNECTION WITH THE
ARRANGEMENT AND ANY TRANSACTIONS RELATED THERETO, SECURITYHOLDER'S IDENTITY AND
OWNERSHIP OF ONCOGENEX SECURITIES AND THE NATURE OF SECURITYHOLDER'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 SECURITYHOLDER
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 SECURITYHOLDER TO COMPLY WITH ITS OBLIGATIONS
HEREUNDER OR AS MAY BE REQUIRED BY LAW.
THE SECURITYHOLDER SHALL NOT, SO LONG
AS SONUS 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 SECURITYHOLDER'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.
SECURITYHOLDER CAPACITY.
THE
SECURITYHOLDER IS ENTERING THIS AGREEMENT IN HIS, HER OR ITS CAPACITY AS