ANY
KIND TO WHICH THE SECURITYHOLDER IS A PARTY OR WHICH THE SECURITYHOLDER OR THE
SECURITYHOLDER'S SECURITIES ARE SUBJECT TO OR BOUND, OTHER THAN THE
SHAREHOLDERS' AGREEMENT, THE APPLICABLE PROVISIONS OF WHICH HAVE BEEN WAIVED BY
THE SECURITYHOLDER.
(D)
RELIANCE.
THE SECURITYHOLDER UNDERSTANDS
AND ACKNOWLEDGES THAT SONUS IS ENTERING INTO THE ARRANGEMENT AGREEMENT IN
RELIANCE UPON THE SECURITYHOLDER'S EXECUTION AND DELIVERY OF THIS AGREEMENT.
2.
VOTING AGREEMENT AND AGREEMENT NOT TO
TRANSFER.
(A)
THE SECURITYHOLDER HEREBY AGREES TO VOTE OR
CAUSE TO BE VOTED ALL OF THE SECURITYHOLDER'S SECURITIES (I) IN FAVOR OF THE
APPROVAL OF THE ARRANGEMENT RESOLUTION AND THE ARRANGEMENT; (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
ONCOGENEX UNDER THE ARRANGEMENT AGREEMENT; AND (III) EXCEPT WITH THE PRIOR
WRITTEN CONSENT OF SONUS, AGAINST THE FOLLOWING ACTIONS (OTHER THAN THE
ARRANGEMENT):
(A) ANY EXTRAORDINARY CORPORATE TRANSACTIONS, SUCH AS AN
AMALGAMATION, CONSOLIDATION OR OTHER BUSINESS COMBINATION INVOLVING ONCOGENEX;
(B) ANY SALE, LEASE, TRANSFER OR DISPOSITION OF A MATERIAL AMOUNT OF THE ASSETS
OF ONCOGENEX; (C) ANY CHANGE IN THE BOARD OF DIRECTORS OF ONCOGENEX; (D) ANY
MATERIAL CHANGE IN THE PRESENT CAPITALIZATION OF ONCOGENEX; (E) ANY AMENDMENT OF
ONCOGENEX'S ARTICLES OF INCORPORATION OR BYLAWS; (F) ANY OTHER CHANGE IN THE
CORPORATE STRUCTURE, BUSINESS, ASSETS OR OWNERSHIP OF ONCOGENEX; OR (G) 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 SONUS OR ONCOGENEX OF THE ARRANGEMENT AND THE TRANSACTIONS
CONTEMPLATED BY THE ARRANGEMENT AGREEMENT.
THE SECURITYHOLDER SHALL NOT ENTER
INTO ANY AGREEMENT, ARRANGEMENT OR UNDERSTANDING WITH ANY PERSON PRIOR TO THE
TERMINATION DATE (AS DEFINED IN SECTION 7 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 SECURITYHOLDER TO
VOTE ANY SECURITIES IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT, THE
SECURITYHOLDER HEREBY GRANTS TO THE CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL
OFFICER OF SONUS, AND EACH OF THEM INDIVIDUALLY, A PROXY COUPLED WITH AN
INTEREST IN ALL SECURITIES OWNED BY THE SECURITYHOLDER, WHICH PROXY SHALL BE
IRREVOCABLE AND SURVIVE UNTIL THE TERMINATION DATE, TO VOTE ALL SUCH SECURITIES
IN THE MANNER PROVIDED IN THIS AGREEMENT.
IF BETWEEN THE EXECUTION HEREOF AND
THE TERMINATION DATE, THE SECURITYHOLDER SHOULD DIE OR BECOME INCAPACITATED, OR
IF ANY TRUST OR ESTATE HOLDING THE SECURITYHOLDER'S SECURITIES SHOULD BE
TERMINATED, OR IF ANY CORPORATION OR PARTNERSHIP HOLDING THE SECURITIES SHOULD
BE DISSOLVED OR LIQUIDATED, OR IF ANY OTHER SUCH SIMILAR EVENT OR EVENTS SHALL
OCCUR BEFORE THE TERMINATION DATE, ANY ACTIONS TAKEN BY
2
SONUS UNDER THIS AGREEMENT SHALL BE AS VALID AS IF SUCH DEATH, INCAPACITY,
TERMINATION, DISSOLUTION, LIQUIDATION OR OTHER SIMILAR EVENT OR EVENTS HAD NOT
OCCURRED, REGARDLESS OF WHETHER OR NOT SONUS HAS RECEIVED NOTICE OF SUCH DEATH,
INCAPACITY,