AGREEMENT, VOTING AGREEMENT, SHAREHOLDERS' AGREEMENT, TRUST AGREEMENT,
VOTING TRUST, PROXY, POWER OF ATTORNEY, POOLING ARRANGEMENT, NOTE, MORTGAGE,
INDENTURE, INSTRUMENT, ARRANGEMENT OR OTHER OBLIGATION OR RESTRICTION OF ANY
KIND TO WHICH THE STOCKHOLDER IS A PARTY OR WHICH THE STOCKHOLDER OR THE
STOCKHOLDER'S SHARES ARE SUBJECT TO OR BOUND.
(D)
RELIANCE.
THE STOCKHOLDER UNDERSTANDS AND
ACKNOWLEDGES THAT ONCOGENEX IS ENTERING INTO THE ARRANGEMENT AGREEMENT IN
RELIANCE UPON THE STOCKHOLDER'S EXECUTION AND DELIVERY OF THIS AGREEMENT.
2.
VOTING AGREEMENT AND AGREEMENT NOT TO
TRANSFER.
(A)
THE STOCKHOLDER HEREBY AGREES TO VOTE OR
CAUSE TO BE VOTED ALL OF THE STOCKHOLDER'S SHARES (I) IN FAVOR OF (A) THE
APPROVAL OF THE ISSUANCE BY SONUS OF THE SONUS COMMON SHARES TO BE ISSUED
PURSUANT TO THE ARRANGEMENT, (B) THE REVERSE STOCK SPLIT, (C) THE NAME CHANGE,
(D) THE CAPITAL ADJUSTMENT, AND (E) THE ELECTION OF THOSE DIRECTORS NOMINATED TO
THE BOARD OF DIRECTORS OF SONUS IN ACCORDANCE WITH THE TERMS OF THE ARRANGEMENT
AGREEMENT; (II) AGAINST ANY ACTION OR AGREEMENT THAT WOULD RESULT IN A BREACH IN
ANY MATERIAL RESPECT OF ANY COVENANT, REPRESENTATION OR WARRANTY OR ANY OTHER
OBLIGATION OR AGREEMENT OF SONUS UNDER THE ARRANGEMENT AGREEMENT; AND
(III) EXCEPT WITH THE PRIOR WRITTEN CONSENT OF ONCOGENEX, AGAINST THE FOLLOWING
ACTIONS (OTHER THAN THE ARRANGEMENT): (W) ANY EXTRAORDINARY CORPORATE
TRANSACTIONS, SUCH AS A MERGER, CONSOLIDATION OR OTHER BUSINESS COMBINATION
INVOLVING SONUS; (X) ANY SALE, LEASE, TRANSFER OR DISPOSITION OF A MATERIAL
AMOUNT OF THE ASSETS OF SONUS; (Y) ANY OTHER CHANGE IN THE CORPORATE STRUCTURE,
BUSINESS, ASSETS OR OWNERSHIP OF SONUS; OR (Z) ANY OTHER ACTION WHICH IS
INTENDED, OR COULD REASONABLY BE EXPECTED TO, IMPEDE, INTERFERE WITH, DELAY,
POSTPONE, DISCOURAGE OR ADVERSELY AFFECT THE CONTEMPLATED ECONOMIC BENEFITS TO
ONCOGENEX OF THE ARRANGEMENT AND THE TRANSACTIONS CONTEMPLATED BY THE
ARRANGEMENT AGREEMENT.
THE STOCKHOLDER SHALL NOT ENTER INTO ANY AGREEMENT,
ARRANGEMENT OR UNDERSTANDING WITH ANY PERSON PRIOR TO THE TERMINATION DATE (AS
DEFINED BELOW) TO VOTE OR GIVE INSTRUCTIONS, WHETHER BEFORE OR AFTER THE
TERMINATION DATE, IN ANY MANNER INCONSISTENT WITH CLAUSES (I), (II) OR (III) OF
THE PRECEDING SENTENCE.
(B)
UPON THE FAILURE OF THE STOCKHOLDER TO VOTE
ANY SHARES IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT, THE STOCKHOLDER
HEREBY GRANTS TO THE CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER OF
ONCOGENEX, AND EACH OF THEM INDIVIDUALLY, A PROXY COUPLED WITH AN INTEREST IN
ALL SHARES OWNED BY THE STOCKHOLDER, WHICH PROXY SHALL BE IRREVOCABLE AND
SURVIVE UNTIL THE TERMINATION DATE, TO VOTE ALL SUCH SHARES IN THE MANNER
PROVIDED IN THIS AGREEMENT.
IF BETWEEN THE EXECUTION HEREOF AND THE TERMINATION
DATE, THE STOCKHOLDER SHOULD DIE OR BECOME INCAPACITATED, OR IF ANY TRUST OR
ESTATE HOLDING THE STOCKHOLDER'S SHARES SHOULD BE TERMINATED, OR IF ANY
CORPORATION OR PARTNERSHIP HOLDING THE SHARES SHOULD BE DISSOLVED OR LIQUIDATED,
OR IF ANY OTHER SUCH SIMILAR EVENT OR EVENTS SHALL OCCUR BEFORE THE TERMINATION
DATE, ANY ACTIONS TAKEN BY ONCOGENEX UNDER THIS AGREEMENT
2
SHALL BE AS VALID AS IF SUCH DEATH, INCAPACITY, TERMINATION, DISSOLUTION,