SHAREHOLDER RIGHTS PLAN AGREEMENTShareholder Rights Plan Agreement • June 14th, 2011 • Wi-Lan Inc. • Patent owners & lessors • Ontario
THIS MEMORANDUM OF AGREEMENT, dated as of April 27, 2011 between Wi-LAN Inc. (the “Corporation”) a corporation existing under the Canada Business Corporations Act, and Computershare Investor Services Inc., a trust company incorporated under the laws of Canada (the “Rights Agent”);
TRUST INDENTURE DATED AS OF THE 8th DAY OF SEPTEMBER, 2011 BETWEEN WI-LAN INC. AND COMPUTERSHARE TRUST COMPANY OF CANADA PROVIDING FOR THE ISSUE OF DEBENTURESTrust Indenture • October 14th, 2011 • Wi-Lan Inc. • Patent owners & lessors • Ontario
NOW THEREFORE in consideration of the premises, covenants and agreements contained herein and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties, the parties hereby covenant, agree and declare as follows:
UNDERWRITING AGREEMENTUnderwriting Agreement • August 26th, 2011 • Wi-Lan Inc. • Patent owners & lessors • Ontario
The undersigned, Canaccord Genuity Corp., CIBC World Markets Inc., Paradigm Capital Inc., National Bank Financial Inc., Fraser Mackenzie Limited and NCP Northland Capital Partners Inc. (collectively, the “Underwriters”) understand that Wi-LAN Inc. (the “Corporation”) proposes to issue and sell to the Underwriters, or to substituted purchasers who agree to make such purchases in place of the Underwriters, 200,000 convertible extendible unsecured subordinated debentures (each a “Convertible Debenture”) with a face value of $1,000 principal amount per Convertible Debenture (the “Issue Price”), a coupon of 6.0% per annum, payable semi-annually in arrears on September 30 and March 31 of each year (each an “Interest Payment Date”) commencing on the Initial Coupon Payment Date (as defined herein) and with an initial maturity date of January 31, 2012 (subject to extension to March 31, 2012 at the option of the Corporation) (the “Initial Maturity Date”), provided that, upon the Take Up (as defi
