Exhibit 10.2
VOTING AGREEMENT
This VOTING AGREEMENT (this Agreement) is made and entered into as of May 27, 2008, by and between OncoGenex Technologies Inc., a corporation existing under the federal laws of Canada (OncoGenex), and the signatory hereto (the Stockholder). Capitalized terms used and not defined herein have the same meaning as in the Arrangement Agreement, dated as of the date hereof (as such agreement may hereafter be amended or modified from time to time, the Arrangement Agreement), by and between Sonus Pharmaceuticals, Inc., a Delaware corporation (Sonus), and OncoGenex.
WHEREAS, Sonus and OncoGenex will effect an arrangement under Section 192 of the CBCA, subject to the terms and conditions set forth in the Arrangement Agreement and Plan of Arrangement; and
WHEREAS, as a condition to entering into the Arrangement Agreement, OncoGenex has required that the Stockholder, solely in the Stockholders capacity as a holder of Sonus Common Shares, enter into, and the Stockholder has agreed to enter into, this Agreement.
NOW, THEREFORE, in consideration of the premises, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereby agree as follows:
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If to OncoGenex, addressed to it at: |
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OncoGenex Technologies Inc. |
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400 1001 West Broadway |
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Vancouver, BC V6H 4B1 |
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Attention: |
President and Chief Executive Officer |
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Facsimile: |
(604) 736-3687 |
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with a copy to: |
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DuMoulin Black LLP |
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10th Floor, 595 Howe Street |
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Vancouver, British Columbia V6C 2T5 |
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Attention: |
J. Douglas Seppala |
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Facsimile: |
(604) 687-3635 |
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and to: |
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Dorsey &Whitney LLP |
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U.S. Bank Centre |
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1420 Fifth Avenue |
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Suite 3400 |
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Seattle, WA 98101-4010 |
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Attention: |
Randal Jones |
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Facsimile: |
(206) 903-8820 |
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If to the Stockholder, to the address noted on the signature page hereto.
[Signature page follows]
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IN WITNESS WHEREOF, the parties hereto have executed this Voting Agreement as of the date first above written.
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ONCOGENEX TECHNOLOGIES INC. |
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By: |
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Name: |
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Title: |
President and Chief Executive |
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Officer |
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STOCKHOLDER: |
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Name: |
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Date: |
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STOCKHOLDERS SPOUSE (if applicable): |
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Name: |
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Date: |
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Address for Notices: |
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SCHEDULE A
Number of Sonus Common Shares:
Number of Sonus Options:
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