EXHIBIT 4.3


WI-LAN INC.


2001 SHARE OPTION PLAN


 


		1.	Purpose of Plan



 


The purpose of this
plan (the “Plan”) is to develop the interest of officers, directors and employees of Wi-LAN Inc. and its subsidiaries
(collectively, the “Corporation”) and other persons who provide ongoing management or consulting services to
the Corporation in the growth and development of the Corporation by providing them with the opportunity through share purchase
options to acquire an increased proprietary interest in the Corporation. Certain capitalized terms used in the Plan are defined
in Section 14 hereof.


 


		2.	Administration



 


The Plan shall be
administered by the Board of Directors of the Corporation, or if appointed, by a


special committee of directors appointed
from time to time by the Board of Directors of the Corporation (such committee, or if no such committee is appointed, the Board
of Directors of the Corporation is hereinafter referred to as the “Committee”) pursuant to rules of procedure
fixed by the Board of Directors. In exercising its authority under the Plan, the Committee may delegate its authority to the President
and Chief Executive Officer of the Corporation pursuant to such rules as may be fixed by the Committee.


 


		3.	Granting of Options



 


The Committee may
from time to time designate directors, officers or employees of the Corporation and its subsidiaries or any other Insider of or
Service Provider to the Corporation and its subsidiaries (collectively, the “Optionees”) to whom options (“Options”)
to purchase common shares (“Common Shares”) of the Corporation may be granted and the number of Common Shares
to be optioned to each, provided that:


 


		(a)	the total number of Common Shares reserved for issuance under the Plan is 10% of the Corporation’s
then issued and outstanding Common Shares less any Common Shares issued and outstanding under the Incentive Plans, any increase
in the issued and outstanding Common Shares will result in an increase in the available number of Common Shares issuable under
the Plan, any exercises of Options will make new grants available under the Plan effectively resulting in a re-loading of the number
of Options available to grant under the Plan, and the combined number of Common Shares reserved for issuance under the Plan and
the Incentive Plans shall not exceed 10% of the Corporation’s issued and outstanding Common Shares at any given time;



 


		(b)	the number of Common Shares reserved for issuance to any one Optionee shall not exceed 5% of the
issued and outstanding number of Common Shares on a non-diluted basis;



 




	(c)	(i)	the maximum number of Common Shares reserved for issuance pursuant to Options granted to Insiders at any time may not exceed
10% of the number of Outstanding Common Shares;



 


		(ii)	the maximum number of Common Shares which may be issued to Insiders, within a one-year period,
may not exceed 10% of the number of Outstanding Common Shares;



 


		(iii)	the maximum number of Common Shares which may be issued to any one Insider and the Associates of
such Insider, within a one-year period, may not exceed 5% of the number of Outstanding Common Shares;



 






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		(iv)	the maximum number of Common Shares issuable to Insiders, at any time, under all security based
compensation arrangements (as such term is defined in the TSX Company Manual), cannot exceed 10% of the then issued and outstanding
Common Shares; and



 


		(v)	the number of Common Shares issued to Insiders, within any one year period, under all security
based compensation arrangements (as such term is defined in the TSX Company Manual), cannot exceed 10% of the then issued and outstanding
Common Shares;



 


provided that for the purposes
of paragraphs (i), (ii), (iii), (iv) and (v) above, an entitlement granted prior to the grantee becoming an Insider may be excluded
in determining the number of Common Shares issuable to Insiders;


 


		(d)	the number of Common Shares reserved for issuance to non-executive directors of the Corporation
shall not exceed 1.4% of the Corporation’s issued and outstanding Common Shares at any given time; and



 


		(e)	the aggregate value of the Current Market Price (as defined below) of all of the Common Shares
reserved for issuance pursuant to all of the Options granted to any one non-executive director of the Corporation in any one calendar
year shall not exceed $100,000 as measured on the date of each Option grant in that calendar year.



 


		4.	Vesting



 


		(a)	The Committee may, in its sole discretion, determine the time during which Options shall vest and
the method of vesting, or that no vesting restriction shall exist.



 


		(b)	Unless otherwise determined by the Committee or the Board of Directors, in its sole and absolute
discretion:



 


		(i)	any Option outstanding immediately prior to the occurrence of a Change of Control, but which is
not then exercisable, shall become fully exercisable upon the occurrence of such Change of Control; and



 


		(ii)	any outstanding Option shall be cashed out at the Change of Control Price, less the applicable
Exercise Price (as defined below) for each such Option as of the date at which such Change of Control is determined to have occurred
or, except with respect to any US Taxpayer for whom the immediately preceding clause shall apply in all applicable circumstances,
as of such other date as the Committee or the Board of Directors, in its sole and absolute discretion, may determine prior to the
Change of Control. Outstanding Options may only be cashed out, as described in the immediately preceding sentence, if the Change
of Control Price is higher than the Exercise Price for such outstanding Options. If the Change of Control Price is equal to or
lower than the Exercise Price for such outstanding Options, the Committee or the Board of Directors, in its sole and absolute discretion,
may terminate such outstanding options and such outstanding Options shall be of no further force or effect.



 


Further, the Committee or
the Board of Directors, in its sole and absolute discretion, shall have the right to:


 


		(iii)	provide for the conversion or exchange of any outstanding Options not otherwise exercised or terminated
into or for options, rights or other securities in any entity participating in or resulting from the Change of Control; and



 


		(iv)	notwithstanding Section 11 of the Plan, determine that outstanding Options which are not then exercisable,
shall not become exercisable and shall be cancelled in the event of a Change of Control.



 






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		5.	Exercise Price



 


The exercise price
(the “Exercise Price”) of any Option shall be fixed by the Committee when such Option is granted, provided that
such price shall not be less than the current market price (the “Current Market Price”) of the Common Shares,
which shall mean the closing trading price per Common Share on the Toronto Stock Exchange (or if the Common Shares are not listed
on the Toronto Stock Exchange on such stock exchange as the Common Shares are then traded) on the last trading day preceding the
date of grant on which there was a closing price or, if the Common Shares are not listed on any stock exchange, a price determined
by the Committee; provided that, except with respect to any US Taxpayer for whom the Exercise Price of any Options shall be determine
as set forth in the immediately preceding clause in all circumstances, if the Board of Directors of the Corporation in its sole
discretion determines that such closing trading price would not be representative of the market price of the Common Shares, then
Current Market Price shall mean, subject to approval of the Toronto Stock Exchange, the weighted average price per share for Common
Shares for five (5) consecutive trading days ending on the last trading day preceding the date of grant on which there was a closing
price on the Toronto Stock Exchange (or if the Common Shares are not listed on the Toronto Stock Exchange on such stock exchange
as the Common Shares are then traded); the weighted average price shall be determined by dividing the aggregate sale price of all
Common Shares sold on the said exchange during the said five (5) consecutive trading days by the total number of Common Shares
so sold.


 


		6.	Option Terms



 


The period during
which an Option is exercisable (the “Exercise Period”) shall, subject to the provisions of the Plan requiring
acceleration of rights of exercise, be such period as may be determined by the Committee at the time of grant provided that no
Option may be exercised beyond ten (10) years from the date of grant. Each Option shall, among other things, contain provisions
to the effect that the Option shall be personal to the Optionee and shall not be assignable other than for that Optionee’s
estate planning purposes. In addition, each Option shall provide that:


 


		(a)	upon the death of the Optionee, the option shall terminate (the “Termination Date”)
on the earlier of the date determined by the Committee which shall not be more than twelve months from the date of death and the
last day of the Exercise Period; and



 


		(b)	if the Optionee shall no longer be a director or officer of, be in the employ of or be providing
ongoing management or consulting services to the Corporation, the Termination Date of the Option shall occur on the earlier of
the expiry of the period not in excess of 90 days prescribed by the Committee at the time of grant, following the date that the
Optionee ceases to be a director, officer or employee of the Corporation, or ceases to provide ongoing management or consulting
services to the Corporation, as the case may be, and the last day of the Exercise Period;



 


provided that in no event shall the
number of Common Shares that the Optionee (or his heirs or successors) shall be entitled to purchase until the Termination Date
be more than the number of Common Shares which the Optionee was entitled to purchase on the date of death or the date the Optionee
ceased to be an officer, director or employee of, or ceased providing ongoing management or consulting services to, the Corporation,
as the case may be.


 






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		7.	Exercise of Option



 


Subject to the provisions
of the Plan, an Option may be exercised from time to time by delivery to the Corporation at its head office in Ottawa, Ontario
or such other place as may be specified by the Corporation, of a written notice of exercise specifying the number of Common Shares
with respect to which the Option is being exercised and accompanied by payment in full of the purchase price of the shares then
being purchased, such payment to be made in cash, certified cheque or bank draft. Notwithstanding anything in this Plan to the
contrary and notwithstanding the Exercise Period of any Option, if an Option would otherwise expire during or immediately after
any Blackout Period, then the Exercise Period of any such Option shall instead expire on the date which is 10 business days following
the expiration of such Blackout Period provided, however, that no Exercise Period of any such Option may be extended beyond 10
years from its date of grant.


 


		8.	Alterations in Shares



 


Appropriate adjustments
in the number of Common Shares optioned and in the Exercise Price, as regards Options granted, may be made by the Committee in
its discretion to give effect to adjustments in the number of Common Shares resulting subsequent to the approval of the Plan by
the Committee from subdivisions, consolidations or reclassifications of the Common Shares, the payment of stock dividends by the
Corporation or other relevant changes in the capital of the Corporation.


 


		9.	Option Agreements



 


A written agreement
will be entered into between the Corporation and each Optionee to whom an


Option is granted hereunder, which agreement
will set out the number of Common Shares subject to Option, the Exercise Price, provisions as to vesting and expiry and any other
terms approved by the Committee, all in accordance with the provisions of this Plan. The agreement will be in such form as the
Committee may from time to time approve or authorize the officers of the Corporation to enter into and may contain such terms as
may be considered necessary in order that the Option will comply with this Plan, any provisions respecting Options in the income
tax or other laws in force in any country or jurisdiction of which the person to whom the Option is granted may from time to time
be a resident or citizen and the rules of any regulatory body having jurisdiction over the Corporation.


 


		10.	Regulatory Authorities Approvals



 


The Plan shall be
subject to the approval, if required, of any stock exchange on which the Common Shares are listed for trading. Any Options granted
prior to such approval shall be conditional upon such approval being given and no such Options may be exercised unless such approval,
if required, is given.


 


		10A.	Withholding Tax Matters



 


With respect to
any amount that the Corporation would be required to deduct, withhold and remit to any taxing authority under applicable laws upon
any exercise of an Option by an Optionee, the Corporation shall, acting reasonably, determine such amount (each, a “Withholding
Amount”) and the Corporation may, at its discretion, (a) require that such Optionee pay such Withholding Amount to the
Corporation in addition to paying the Exercise Price upon such exercise, (b) deduct and withhold Common Shares having a value,
as determined by the Corporation at its sole discretion but acting reasonably, equal to such Withholding Amount on the date of
such exercise (the “Withheld Shares”) from any Common Shares issued upon such exercise and/or (c) take any other
action or actions reasonably necessary to satisfy the required deduction, withholding and remittance of such Withholding Amount.
The Corporation is authorized to sell or otherwise dispose of, at such times and at such prices as it determines, at its sole discretion
but acting reasonably, such Withheld Shares as may be necessary to satisfy any required deduction, withholding and remittance of
any Withholding Amount, and remit to the applicable Optionee any proceeds from such sale or disposition (after deducting applicable
sale commissions and any other reasonable expenses relating thereto) not so required provided that all applicable sale commissions
and any other reasonable expenses relating thereto shall be payable by such Optionee or from the proceeds of sale or disposition
of such Withheld Shares. If any Withheld Shares are so sold or disposed of, the proceeds of such sale or disposition (including
any applicable sale commissions and any other reasonable expenses relating thereto) shall be treated for all purposes as having
been paid to the relevant Optionee. The Corporation shall not be obligated to seek or obtain a minimum price for any Withheld Shares
sold or disposed of, nor shall it be liable to any person for any loss arising out of any such sale or disposition.


 






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		11.	Amendments



 


		(a)	The Board of Directors shall have the right, in its sole discretion, to amend, suspend or terminate
this Plan or any portion thereof at any time, in accordance with applicable legislation, without obtaining the approval of shareholders;
provided that any amendment to any provision of the Plan will be subject to any required regulatory approval and the provisions
of applicable law, if any, that require the approval of shareholders. Notwithstanding the foregoing, the Corporation will be required
to obtain the approval of the shareholders of the Corporation for any of the following amendments:



 


		(i)	amendments to the Plan which would increase the maximum number of Common Shares issuable under
the Plan, otherwise than in accordance with Section 8 of the Plan;



 


		(ii)	amendments to Section 3(c) of the Plan which would increase the number of Common Shares issuable
to Insiders or issued to Insiders within any one year period, under the Plan;



 


		(iii)	amendments that would extend the Exercise Period of any Options beyond their original Exercise
Period except as otherwise determined in accordance with this Plan;



 


		(iv)	amendments that would increase (1) the maximum number of Common Shares reserved for issuance to
non-executive directors of the Corporation permitted by sub-section 3(d) of this Plan or (2) the maximum aggregate value of the
Current Market Price of all of the Common Shares reserved for issuance pursuant to all of the Options granted to any one non-executive
director of the Corporation in any one calendar year permitted by sub-section 3(e) of this Plan;



 


		(v)	amendments that would permit the transfer or assignment of Options for any reason other than an
Optionee’s estate planning;



 


		(vi)	amendments that would reduce the Exercise Price of any Options held by any Optionee, other than
in accordance with Sections 4, 6 and/or 8 of this Plan;



 


		(vii)	amendments that would result in the cancellation of any Options held by any Optionee and the related
reissue of equivalent Options to that Optionee; and



 


		(viii)	amendments to paragraphs 11(a)(i) through (viii) of this Plan.



 


		(b)	Subject to Section 10 of this Plan, the Board of Directors shall not alter or impair any rights
or increase any obligations with respect to an Option previously granted under the Plan without the consent of the holder thereof.



 


		(c)	Notwithstanding any other provision of this Plan, the Exercise Price of any Options granted under
this Plan must not be lower than the Current Market Price of the Common Shares at the time the Option is granted.



 



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		12.	Common Shares Duly Issued



 


Common Shares issued
upon the exercise of an Option granted hereunder will be validly issued and allotted as fully paid and non-assessable upon receipt
by the Corporation of the Exercise Price therefore in accordance with the terms of the Option and the issuance of Common Shares
thereunder will not require a resolution or approval of the Board of Directors of the Corporation.


 


		13.	Prior Plans



 


The Plan shall entirely
replace and supersede all prior share option plans, if any, enacted by the Board of Directors of the Corporation or its predecessor
corporations including, without limitation, the share option plan approved by the Board of Directors and shareholders of the Corporation
as of April 17, 2000 (the “Previous Plan”). Notwithstanding the foregoing, all agreements entered into pursuant
to the Previous Plan and remaining outstanding on the effective date of this Plan continue with full force and effect under this
Plan.


 


		14.	Definitions



 


In this Plan, capitalized
terms not otherwise defined in this Plan have the following meanings:


 


		(a)	“Affiliate” has the meaning ascribed thereto by the Securities Act (Ontario)
as from time to time amended, supplemented or re-enacted;



 


		(b)	“Associate” has the meaning ascribed thereto by the Securities Act (Ontario)
as from time to time amended, supplemented or re-enacted;



 


		(c)	“Blackout Period” means any period during which the Corporation imposes trading
restrictions on its Insiders;



 


		(d)	“Change of Control” means:



 


		(i)	when any person, together with any Affiliate or Associate of such person (other than the Corporation
or its subsidiaries, or an employee benefit plan of the Corporation or its subsidiaries, including any trustee of such plan acting
as trustee) hereafter acquires the direct or indirect “beneficial ownership” (as defined in the Securities Act (Ontario))
of securities of the Corporation representing more than fifty percent (50%) of the combined voting power of the Corporation’s
then outstanding securities; or



 


		(ii)	the occurrence of a transaction requiring the approval of the Corporation’s shareholders
involving the acquisition of the Corporation or all or substantially all of its business by an entity through purchase of assets,
by amalgamation, arrangement or otherwise;



 


		(e)	“Change of Control Price” means the highest price per Common Share paid in any
transaction reported on a securities exchange or paid or offered in any bona fide transaction related to a potential or
actual Change of Control at any time during the five (5) trading days preceding such Change of Control, as may be determined by
the Committee or the Board of Directors in its sole and absolute discretion;



 






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		(f)	“Date of Grant” means the date on which an Option is granted hereunder;



 


		(g)	“Incentive Plan” means any employee stock purchase plan, deferred stock unit
plan, restricted share unit plan or any other compensation or incentive mechanism of the Corporation involving the issuance or
potential issuance of Common Shares, including a share purchase from treasury which is financially assisted by the Corporation
by way of a loan, guarantee or otherwise;



 


		(h)	“Insider” of the Corporation means an insider as defined in the Securities
Act (Ontario) as from time to time amended, supplemented or re-enacted and also includes associates and affiliates of the Insider;



 


		(i)	“Outstanding Common Shares” at the time of any share issuance or grant of Options
means the number of Common Shares that are outstanding immediately prior to the share issuance or grant of Options in question
on a non-diluted basis;



 


		(j)	“Service Provider” means:



 


		(i)	an employee or Insider of the Corporation; and



 


		(ii)	any other person or company engaged to provide on-going management or consulting services for the
Corporation or any entity controlled by the Corporation;



 


		(k)	“Share Compensation Agreement” means a stock option, stock option plan, employee
stock purchase plan or any other compensation or incentive mechanism involving the issuance or potential issuance of shares to
one or more Service Providers, including a share purchase from treasury which is financially assisted by the Corporation by way
of a loan, guaranty or otherwise;



 


		(l)	“subsidiary” has the meaning assigned thereto under the Securities Act (Ontario)
as from time to time amended, supplemented or re-enacted; and



 


		(m)	“US Taxpayer” means any citizen, permanent resident or tax resident of the United
States of America for the purposes of the US Internal Revenue Code, to whom any grant of Options or by whom any purchase of Common
Shares would be subject to taxation in the United States of America by the US Internal Revenue Code.



 


		15.	Effective Date



 


This Plan is effective
from February __, 2001 as amended on May 19, 2005, April 20, 2006, April 26, 2007, June 3, 2008, December 19, 2008, August 10,
2010 and November 8, 2010 and upon receipt of all necessary shareholder and regulatory approvals.


 





	 	 	WI-LAN INC.
	 	 	 
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 





 






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