EXHIBIT 4.1


 


 





	 Industry Canada	Industrie Canada
	Certificate	Certificat
	of Amalgamation	de fusion
	 	 
	Canada Business	Loi canadienne sur
	Corporations Act	les sociétés par actions




 


 





	WI-LAN INC.	 	453309-7
	 	 	 
	
        Name of corporation-Dénomination
        de la société

        I
        hereby certify that the above-named corporation resulted from an amalgamation, under section 185 of the Canada
        Business Corporations Act, of the corporations set out in the attached
        articles of amalgamation.

         
	 	
        Corporation number-Numéro de la société


 

        Je certifie
        que la société
        susmentionnée est issue d'une
        fusion, en vertu de l'article 185 de la Loi canadienne sur les sociétés
        par actions, des sociétés
        dont les dénominations apparaissent
        dans les statuts de fusion ci-joints.

         

	 	 	 
	
        /s/ Richard
        G. Shaw
	 	October 1,
    2009 / le 1 octobre 2009
	
        Richard G. Shaw

        Director - Directeur
	 	
        Date
of Amalgamation - Date de fusion

	 	 	 




 





 






    	 



    	 



    
 


 





	
         Industry Canada


         
	
         


Industrie Canada

         


 
	
        
 


FORM
        9

        ARTICLES
        OF AMALGAMATION

        (SECTION
        185)
	
         


FORMULAIRE 9

        STATUTS
        DE FUSION

        (ARTICLE 185)

	
        Canada Business

        Corporations
        Act (CBCA)
	Loi canadienne sur les 

sociales par actions (LCSA)	 	 


 




 


 


FORM 9


 





	1 -- Name of the Amalgamated Corporation	 	Dénomination sociale de la société issue de la fusion
	WI-LAN INC.	 	 




 





	2 -- The province or territory in Canada where the registered office is 	 	La province ou le territoire au Canada oú sera situé le siége social
	to be situated (do not indicate the full address)	 	(n’indiquez pas l’adresse compléte)
	Ontario	 	 




 





	
        3 -- The classes and
        any maximum number of shares that the corporation is authorized to issue
	 	Catégories et tout nombre maximal d'actions que la
    société est autorisée  à émettre
	An
    unlimited number of Common Shares, 6,350.9     Special Preferred Shares and an unlimited number of Preferred Shares, issuable
    in series, all of which shall have the rights, privileges,     restrictions and conditions as set out in Schedule
    "A" attached.




 





	4 -- Restrictions, if any, on share transfers	 	Restrictions sur le transfert des actions, s'il y a lieu
	None.	 	 


 







	
        5 -- Minimum and maximum number of directors (for a fixed number
        of directors, please indicate the same number in both boxes)


 

         Minimum: 3 Maximum: 9
	 	
        Nombre minimal et maximal d’administrateurs (pour un nombre
        fixe, veuillez indiquer le méme nombre dans les deux cases)


 

        


Minimal: __ Maximal: __



 







	
        6-- Restrictions, if any,
        on business the corporation may carry on

         

        None.
	 	
        Limites imposées a l’activité
        commerciale de la société, s’il y a lieu

         



   


	
        7-- Other provisions, if any

        See
        Schedule "B" attached.

         
	 	
        Autres dispositions, s'il
        y a lieu





  





	
        8--
        The amalgamation has been approved pursuant to that section or subsection of the Act
        which is indicated as follows:

         
	 	
        La fusion a été approuvée
        en accord avec l’article ou le paragraphe de la Loi indiqué ci-aprés

         



 


q
183 x 184(1) q
184(2)







 


	9 -- Declaration: I hereby certify that I am a director or an officer of the corporation.	 	
        Déclaration: J’atteste
        que je suis un administrateur au un dirigeant de la société.

         



 





	Name of the amalgamating corporations

Dénomination social des sociétés fusionnantes	Corporation No.

N° de la société	 	Signature
	Wi-LAN Inc.	443883-3	/s/
	 
	Wi-LAN V-chip Corp.	724597-1	/s/
	 
	Wi-LAN Technologies Corporation	452048-3	

        /s/

	 
	7248091 Canada Inc.	724809-1	/s/
	 
	 	 	 	 	 
	 
	 	 	 	 	 
	 









 





	
        Note:

        Misrepresentation constitutes
        an offence and, on summary conviction, a person is liable to a fine not exceeding $5,000 or to imprisonment for a term not exceeding
        six months or both (subsection 250(1) of the CBCA).

         
	 	
        Nota:

        Faire
        une fausse déclaration constitue une infraction et son auteur, sur déclaration de
        culpabilité par procédure sommaire, est passible d'une amende maximale de 5 000 $ ou d’un emprisonnement maximal de six mois,
        ou de ces deux peines (paragraphe 250(1) de la  LCSA).

         














 






    	 



    	 



    
 







~ 1 ~


 


SCHEDULE "A"


A.
COMMON SHARES


The
rights, privileges, restrictions and conditions attaching to the Common Shares, as a class, shall
be as follows:


1. Voting


(i)Holders
of Common Shares shall be entitled to receive notice of and to attend and vote at all meetings
of shareholders of the Corporation except meetings of holders of another class of shares. Each Common
Share shall entitle the holder thereof to one vote.


 


2. Dividends


(i) Subject
to the preferences accorded to the holders of Special Preferred Shares, Preferred Shares and any other shares of the
Corporation ranking senior to the Common Shares from time to time with respect to the payment of dividends, holders of Common
Shares shall be entitled to receive, if, as and when declared by the Board of
Directors, such dividends as may be declared thereon by the Board of Directors from time to time. The rights of
holders of Common Shares to receive a dividend declared by the Board of Directors are
equal in all respects, share for share.





3. Liquidation, Dissolution or Winding-Up 





(i) In the event of the voluntary or involuntary liquidation, dissolution
or winding-up of the Corporation, or any other distribution of its assets among its shareholders for the purpose of winding-up
its affairs (such event referred to herein as a “Distribution”), holders of Common Shares, subject to the preferences
accorded to holders of Special Preferred Shares and Preferred Shares and any other shares of the Corporation ranking senior to
the Common Shares from time to time with respect to payment on a Distribution, shall be entitled to share equally, share for share,
in the remaining property of the Corporation.




B.SPECIAL
PREFERRED SHARES


The
rights, privileges, restrictions and conditions attaching to the Special Preferred Shares, as a class,
shall be as follows:


1.
Voting


(i)The holders of the Special Preferred Shares shall not be entitled (except as expressly provided in the Canada
Business Corporations Act (the "Act")) to receive notice of or to attend any meeting of the shareholders
of the Corporation and shall not be entitled to vote at such meeting.


2. Dividends


(i)The
holders of the Special Preferred Shares shall be entitled to rank ahead of holders of the Common
Shares and Preferred Shares as to dividends. The Special Preferred Shares shall be entitled to a fixed non-cumulative
dividend of 7% per annum on the Redemption Amount (as hereinafter defined) per share payable yearly. The Special
Preferred Shares shall not be entitled to participate any further with respect to
dividends except as hereinafter provided.


 






    	 



    	 



    



 


~ 2 ~


(ii)No
dividend shall be declared or paid on any other class of shares of the Corporation if it would result
in the realizable value of the assets of the Corporation, net of liabilities which exist at the relevant time,
being less than the aggregate of the Redemption Amounts of all of the issued and outstanding Special
Preferred Shares.


3. Liquidation, Dissolution or Winding-Up


(i)In
the event of the voluntary or involuntary liquidation, dissolution or winding-up of the Corporation, or any
distribution of its assets among its shareholders for the purpose of winding up its affairs
(such event referred to herein as a "Distribution"), holders of the Special Preferred Shares shall be entitled
to receive an amount equal to the Redemption Amount per share together with any declared but unpaid
dividends prior to Distribution to any other class of shares of the Corporation. The Special Preferred
Shares shall not be entitled to share any further with respect to payment on a Distribution except to
the extent provided herein.


4.
Redemption


(i) The Special Preferred
Shares, or any part thereof, shall be subject to redemption or purchase, at an amount equivalent to the Redemption Amount per
share plus any declared but unpaid dividends, on or before April 28, 2000 (the “Expiry Date”), at the option of the
directors of the Corporation, without the consent of the holders thereof, and if less than the whole of the outstanding Special
Preferred shares shall be so redeemed or purchased, the shares to be redeemed or purchased shall be selected in such manner as
the Board of Directors may determine.





(ii) The holders of the Special Preferred Shares shall
be entitled to require the Corporation to redeem or purchase after the Expiry Date all or any of the Special Preferred Shares registered
in the name of such holder on the books of the Corporation by tendering to the Corporation at its registered office the share certificate
or certificates representing the Special Preferred Shares which the registered holder desires to have the Corporation redeem or
purchase. together with the request in writing specifying that the registered holder desires to have the said Special Preferred
Shares represented by such certificate or certificates redeemed or purchased by the Corporation, and stating the business day (the
“Redemption Date”) on which the holder desires to have the Corporation redeem or purchase such shares. Upon receipt
of a share certificate or certificates representing the Special Preferred Shares which the registered holder desires to have the
Corporation redeem or purchase, together with such a request, the Corporation shall, on the Redemption Date, redeem or purchase
such Special Preferred Shares by paying to the registered holder an amount equivalent to the Redemption Amount per share for each
Special Preferred Share being redeemed or purchased plus all declared but unpaid dividends thereon. Such payments shall be made
by cheque payable at par at any branch of the Corporation’s bankers for the time being in Canada. The said Special Preferred
Shares shall be redeemed or purchased on the Redemption Date and from and after that date such shares shall cease to be entitled
to dividends, and the holders thereof shall not be entitled to exercise any of the rights of the holders of Special Preferred Shares
in respect thereof unless payment of the Redemption Amount plus any declared but unpaid dividends is not paid on the Redemption
Date in which event the rights of the holders of the Special Preferred Shares shall remain unaffected.




(iii)
The Redemption Amount with respect to each Special Preferred share shall be Fifty ($50.00) Dollars.


C.
PREFERRED SHARES


 


The rights, privileges,
restrictions and conditions attaching to the Preferred Shares, as a class, shall be as follows:


 



    	 



    	 



    

~ 3 ~


 


1.Issuance
in Series


(i) 
Subject to the filing of Articles of Amendment in accordance with the Act, the Board of Directors may at any time
and from time to time issue the Preferred Shares in one or more series, each series to consist of such number of shares as may,
before the issuance thereof, be determined by the Board of Directors.


(ii)Subject to the filing of Articles of Amendment in accordance with the Act, the Board of Directors may from time to time
fix, before issuance, the designation, rights, privileges, restrictions and conditions attaching
to each series of Preferred Shares including, without limiting the generality of the foregoing, the amount, if any, specified
as being payable preferentially to such series on a Distribution; the extent, if any, of further
participation on a Distribution; voting rights, if any; and dividend rights (including whether
such dividends be preferential, or cumulative or non-cumulative), if any.


2.Liquidation


(i)In the
event of the voluntary or involuntary liquidation, dissolution or winding-up of the Corporation, or any other
distribution of its assets among its shareholders for the purpose of winding-up its affairs (such event referred to herein as
a "Distribution"), holders of each series of Preferred Shares shall be
entitled, in priority to holders of Common Shares and any other shares of the Corporation ranking junior to the
Preferred Shares from time to time with respect to payment on Distribution, and subject to the preferences accorded to the
holders of Special Preferred Shares, to be paid rateably with holders of each other
series of Preferred Shares the amount, if any, specified as being payable preferentially to the holders
of such series on a Distribution.


3.Dividends


(i)The
holders of each series of Preferred Shares shall be entitled, in priority to holders of Common Shares and any other
shares of the Corporation ranking junior to the Preferred Shares from time to time with
respect to the payment of dividends, and subject to the preferences accorded to the holders of Special Preferred
Shares, the amount of accumulated dividends, if any, specified as being payable preferentially to
the holders of such series.


 



    	 



    	 



    

 


~ 4 ~


 


SCHEDULE "B"


 


The
number of directors shall be set from time to time by resolution of the shareholders or, in the absence of
such resolution, by resolution of the directors.


The
directors may, between annual general meetings, appoint one or more additional directors of the Corporation to serve until
the next annual general meeting, but the number of additional directors shall not at any
time exceed one-third (1/3) the number of directors who held office at the expiration of the last annual
meeting of the Corporation.