SHAREHOLDER AGREEMENT

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Exhibit 4.1

SHAREHOLDER AGREEMENT [UPDATED TO AUGUST 27, 2003]

        THIS AGREEMENT dated the 27th day of December, 2001.

A M O N G:

JOHN NEMANIC , an adult individual residing at 1330 15th Avenue SW, Calgary, Alberta, Canada T3C 3N7,

("JN")

– and –

WILLIAM CAMPBELL , an adult individual residing at 1 Leland Avenue, Toronto, Ontario, Canada M8Z 2X4,

("WC")

– and –

COLIN CAMPBELL , an adult individual residing at 2139 Westoak Trails, Oakville, Ontario, Canada L3M 3L3,

("CC")

– and –

TELUS CORPORATION , a corporation incorporated under the laws of British Columbia with its principal place of business located at 21 - 3777 Kingsway, Burnaby, British Columbia, Canada V5H 3Z7,

("TELUS")

– and –

The other Shareholders who have executed this Agreement,

– and –

HOSTOPIA.COM, INC. , a corporation incorporated under the laws of Delaware with its principal place of business located at Suite 606, 56 Aberfoyle Crescent, Toronto, Ontario, Canada M8X 2W4

(the "Corporation" and, together with the Shareholders, the "Parties")

WITNESSES THAT:

        WHEREAS the Parties wish to enter into this Agreement to provide for the conduct of the business and affairs of the Corporation, to provide for restrictions on the transfer of shares in the capital of the Corporation and to govern their relationship as shareholders of the Corporation with the intent that it shall constitute a unanimous shareholder agreement;

        NOW THEREFORE in consideration of the mutual covenants and agreements contained in this Agreement and other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged by each of the Parties), the Parties hereto agree as follows:

ARTICLE ONE

INTERPRETATION

Section 1.01     Definitions

        In this Agreement,

(a)

"Act" means the General Corporation Law of the State of Delaware as the same may be amended from time to time and any successor legislation thereto, except where otherwise expressly provided;

(b)

"Agreement" means this agreement and all schedules attached to this agreement, in each case as they may be supplemented or amended from time to time and the expressions "hereof", "herein", "hereto", "hereunder", "hereby" and similar expressions refer to this agreement, and "Article" and "Section" mean and refer to the specified article and section of this agreement;

(c)

"Business Day" means any day, other than Saturday, Sunday or any statutory holiday in the Province of Ontario;

(d)

"Common Shares" means the shares of common stock, having a par value of $0.001 per share, in the capital of the Corporation;

(e)

"Confidential Information" means all confidential or proprietary information, intellectual property (including trade secrets) and confidential facts relating to the business and affairs of the Corporation and its Subsidiaries;

(f)

"Control" means, in the case of a corporation, the beneficial ownership by a Person alone or together with one or more Related Parties at the relevant time, of shares of such corporation carrying all of the voting rights ordinarily exercisable at meetings of shareholders of such corporation and such shares are entitled to all of the residual equity of such corporation and, in the case of an entity other than a corporation, the beneficial ownership by a Person who alone or together with one or more Related Parties, at the relevant time of all of the voting rights ordinarily exercisable at meetings of equity owners of such entity and of all the residual equity of such entity and the words "Controlled by", "Controlling" and similar words have corresponding meanings; provided that a Person (the "first-mentioned Person") who Controls a corporation or other entity (the "second-mentioned Person") shall be deemed to Control a corporation or other entity which is Controlled by the second-mentioned Person and so on;

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(g)

"Controlled Entity" means, in relation to a Shareholder who is not a natural person, a corporation, partnership or other equity which:

(i)

controls the Shareholder;

(ii)

is controlled by the Shareholder alone or together with one or more Related Parties to the Shareholder; or

(iii)

is controlled by one or more Related Parties to the Shareholder;

(h)

"Corporation" includes any successor to the Corporation resulting from any amalgamation, merger, arrangement or other reorganization of or including the Corporation or any continuance under the laws of another jurisdiction;

(i)

"Disability" means the mental or physical state of an individual such that:

(i)

a majority of the directors of the Corporation, other than such individual if he is a director, acting reasonably and upon the certificate of a medical practitioner duly licensed and qualified to practise in the relevant jurisdiction, determine that such individual has been unable, due to illness, disease, mental or physical disability or similar cause, to fulfill his obligations as an employee, officer or director of the Corporation either for any consecutive six month period or for any period of 12 months (whether or not consecutive) in any consecutive 24 month period; or

(ii)

a court of competent jurisdiction has declared such individual to be mentally incompetent or incapable of managing his affairs;

(j)

"Look Option" means an option granted to Look Communications Inc. exercisable to purchase 760,000 Common Shares at $0.50 per share until January 31, 2002;

(k)

"Option Plan" means the stock option plan of the Corporation;

(l)

"Person" means any individual, partnership, limited partnership, joint venture, syndicate, sole proprietorship, company or corporation with or without share capital, unincorporated association, trust, trustee, executor, administrator or legal personal representative, regulatory body or agency, government or governmental agency, authority or entity however designated or constituted;

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(m)

"Preferred Shares" means the shares of preferred stock, having a par value of $0.001 per share, in the capital of the Corporation;

(n)

"Related Entity" means, in relation to a Shareholder which is a natural person or a Controlled Entity of a natural person, any trust, all of the trustees of which are Persons resident in Canada and all of the beneficiaries of which are the spouse, children (including by adoption) or grandchildren of such natural person;

(o)

"Related Individual" when used in relation to a Controlled Entity or a Related Entity, means the natural person who transferred Shares to such Controlled Entity or Related Entity as the case may be, or, in the case of a Controlled Entity or Related Entity who becomes a Shareholder as contemplated in Section 4.05(b), the Related Individual referred to in that section;

(p)

"Related Party" to a person that is not a natural person (the first-mentioned person) means another person who controls, is controlled by, or under common control with the first-mentioned person;

(q)

"Related Shareholders", when used in relation to a Shareholder, means, if such Shareholder is a natural person, his Controlled Entities and Related Entities and, if such Shareholder is a Controlled Entity or Related Entity, its Related Individual and all Controlled Entities and Related Entities of its Related Individual, provided that no Person shall be a Related Shareholder unless such Person is a Shareholder;

(r)

"Reserved Shares" means a maximum of 4,000,000 Common Shares issuable from time to time to directors, officers, employees and consultants of the Corporation pursuant to options granted under the Option Plan or such agreements as may be approved by the board of directors of the Corporation.

(s)

"Series A Shares" means the shares in the series of Preferred Shares designated Series A Preferred Shares.

(t)

"Shareholder" means any Person who is a registered holder of Shares and "Shareholders" means every Shareholder;

(u)

"Shares" means the Common Shares and the Preferred Shares (including the Series A Shares) of the Corporation, any Common Shares issued upon the conversion of the Series A Shares, any shares or securities which are received as a stock dividend or distribution payable in shares or securities of the Corporation, any shares received on the exercise of any option, warrant or other similar right and any shares or securities which may be received by the Parties hereto or bound hereby as a result of an amalgamation, merger, arrangement or other reorganization of or including the Corporation;

(v)

"Subsidiary" means a subsidiary within the meaning of the Act;

(w)

"Third Party Purchaser" means, in relation to any Person, a Person acting bona fide and at arm's length to such Person;

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(x)

"TK Warrant" means a share purchase warrant to be issued at Closing to Thomson Kernaghan & Co. Limited and to be exercisable to purchase 425,532 Series A Shares at $0.47 per share until December 31, 2002.

(y)

"Transfer" includes any sale, exchange, assignment, gift, bequest, disposition, mortgage, charge, pledge, encumbrance, grant of security interest or any arrangement by which possession, legal title or beneficial ownership passes from one Person to another, or to the same Person in a different capacity, whether or not voluntary and whether or not for value, and any agreement to effect any of the foregoing; and the words "Transferred", "Transferring" and similar words have corresponding meanings; and

(z)

"Triggering Event" has the meaning set forth in Section 8.01.

Section 1.02     Calculation of Time Periods

        When calculating the period of time within which or following which any act is to be done or step taken pursuant to this Agreement, the date which is the reference date in calculating such period shall be excluded. If the last day of such period is not a Business Day, the period in question shall end on the next Business Day.

Section 1.03     Heading and Table of Contents

        The inclusion of headings and a table of contents in this Agreement is for convenience of reference only and shall not affect the construction or interpretation hereof.

Section 1.04     Gender and Number

        In this Agreement, unless the context otherwise requires, words importing the singular include the plural and vice versa and words importing gender include all genders.

Section 1.05     Currency

        Except as expressly provided in this Agreement, all amounts in this Agreement are stated and shall be paid in United States currency.

Section 1.06     Invalidity of Provisions

        Each of the provisions contained in this Agreement is distinct and severable and a declaration of invalidity or unenforceability of any such provision by a court of competent jurisdiction shall not affect the validity or enforceability of any other provision hereof.

Section 1.07     Entire Agreement, Waiver, etc.

        This Agreement constitutes the entire agreement between the Parties hereto pertaining to the subject matter hereof. There are no other agreements between the Parties in connection with the subject matter hereof except as specifically set forth or referred to herein. Except as expressly provided in this Agreement, no amendment, waiver or termination of this Agreement shall be binding unless executed in writing by the party to be bound thereby. No waiver of any provision of this Agreement shall constitute a waiver of any other provision nor shall any such waiver constitute a continuing waiver unless otherwise expressly provided.

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Section 1.08     Governing Law

        This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein.

Section 1.09     References to Shares

        Any reference to Shares of the Corporation means Shares in the capital of the Corporation, as such Shares exist at the close of business on the date of execution and delivery of this Agreement; provided that in the event of a subdivision, redivision, reduction, combination or consolidation, then a reference to shares of the Corporation shall thereafter mean the Shares resulting from such subdivision, redivision, reduction, combination or consolidation.

Section 1.10     Calculations of Number of Shares

        All calculations of the respective ownership of Shares for the purposes of this Agreement at any particular time shall be after giving effect to the conversion of the outstanding Series A Shares at such time.

ARTICLE TWO

REPRESENTATIONS AND COVENANTS

Section 2.01     Representations of Shareholders

(a)

Each of JN, WC, CC and TELUS severally represents and warrants that he or it is the owner, beneficially and (except as set forth in the notes below the table) of record, of the number and class of the issued and outstanding Shares set forth below:

(1)

Including 1,320,000 Common Shares owned by The Nemanic Family Trust.

(2)

Including 4,255,319 Series A Shares owned by 1053461 Ontario Limited.

(3)

Including 1,320,000 Common Shares owned by The 1999 William Campbell Family Trust.

(4)

Including 1,320,000 Common Shares owned by The KKC Campbell Family Trust.

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(b)

Each of the Shareholders listed in Schedule "A" severally represents and warrants that he is the owner, beneficially and of record, of the number and class of the issued and outstanding shares set forth beside his name therein.

(c)

The Shares set forth in Section 2.01(a) and (b) hereof are free and clear of all claims, liens, security interests and encumbrances whatsoever and, except as provided in this Agreement, no person has any agreement or option or right capable of becoming an agreement for the purchase of any such Shares.

Section 2.02     Representations of the Corporation

(a)

The Corporation represents and warrants that:

(i)

the shares listed in Section 2.01(a) hereof and on Schedule "A" are the only issued and outstanding Shares of the Corporation; and

(ii)

except as provided in this Agreement and pursuant to options granted under the Option Plan, the Look Option and the TK Warrant, no person has any agreement or option or right capable of becoming an agreement for the purchase, subscription or issuance of any of the unissued shares of the Corporation or any securities convertible into or exchangeable for shares of the Corporation.

Section 2.03     Representations of all Parties

        Each of the Parties represents and warrants that:

(a)

such party has the capacity to enter into and give full effect to this Agreement;

(b)

in the case of Parties other than natural persons, this Agreement has been duly authorized by it and, in all cases, this Agreement has been duly executed and delivered by such party and constitutes a valid and binding obligation enforceable against such party in accordance with its terms; and

(c)

in the case of Parties other than natural persons, the execution, delivery and performance of this Agreement does not and will not contravene the provisions of its articles, by-laws, constating documents or other organizational documents or the documents by which it was created or established and, in all cases, the execution, delivery and performance of this Agreement does not and will not contravene the provisions of any indenture, agreement or other instrument to which such party is a party or by which such party may be bound.

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ARTICLE THREE

BUSINESS AND AFFAIRS OF THE CORPORATION

Section 3.01     Business and Affairs of the Corporation

        The Shareholders agree to cause such meetings to be held, votes to be cast, resolutions to be passed, by-laws to be made and confirmed, documents to be executed and all other things and acts to be done to ensure that, at all times, the provisions of this Article Three are in effect or are complied with.

Section 3.02     Board of Directors

        There shall be nine directors of the Corporation. For so long as it holds at least 1,700,000 Shares, TELUS shall be entitled to nominate two directors. The two directors to nominated initially by TELUS shall be the individuals designated in writing by TELUS. Each of the Shareholders covenants and agrees to vote all Shares owned by such Shareholder in favour of the election of the TELUS nominees as directors for the Corporation. Each nominee for the position of director of the Corporation shall be an individual who is not disqualified under applicable corporate law from acting as a director. If a director ceases to be a director for any reason (a "retiring director"), the holders of the applicable Shares shall fill the vacancy thereby created by electing or appointing a replacement director as soon as reasonably possible.

Section 3.03     Meeting of Directors

        The board of directors of the Corporation shall meet at least once in every calendar quarter provided that the period of time between meetings shall not be more than 120 days. Meetings shall be held in such place as the directors may agree from time to time and otherwise at the principal business office of the Corporation. Meetings of the directors may be called by the President of the Corporation or by any two directors of the Corporation upon not less than 10 business days notice or, if arrangements are made for directors to participate in such board meeting by telephone, upon not less than 48 hours notice, subject, in either case, to the right of directors to waive unanimously such notice in writing at any time either before or after a meeting, which notice shall contain a statement as to the business proposed to be transacted at such meeting.

        Directors who are not officers or employees of the Corporation shall not be entitled to fees for the fiscal year ending March 31, 2002 and thereafter shall be entitled to such fees, if any, as the directors may determine based upon the prevailing market rate for companies such as the Corporation and to reimbursement for travel, meal, accommodation and out-of-pocket expenses related to attending meetings of directors.

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Section 3.04     Meeting of Shareholders

        Meetings of Shareholders shall be held in the City of Toronto, or any other place selected by the board of directors or the Shareholders calling the same, and may be called by the board of directors or by Shareholders who hold not less than 25% of any class or series of the Shares of the Corporation upon not less than 10 and not more than 60 days notice.

Section 3.05     Quorum

        A quorum for a meeting of directors shall be a majority of the total number of directors.

        A quorum for a meeting of Shareholders shall be at least two Shareholders present in person or by proxy who hold not less than a majority of the Shares and having a majority of the voting power of the outstanding Shares.

Section 3.06     Decisions of Directors

(a)

Subject to Section 3.06(c), in order to be effective, a decision of the directors must be approved either by a resolution passed by the affirmative vote of not less than a majority of directors present and constituting a quorum at a meeting of directors duly called or by an instrument signed by all the directors.

(b)

The Chairman of any meeting of the directors or Shareholders shall not have a casting vote.

(c)

An option under the Option Plan shall not be granted without the unanimous consent of the directors elected or appointed by the holders of Series A Shares unless the vesting of such option does not exceed one-third (on a cumulative basis) of the Shares issuable upon exercise thereof following each anniversary of the date such option is granted.

Section 3.07     Establishment of Committees

(a)

The board of directors shall cause the Corporation to establish a technology advisory committee which shall be comprised of at least three members, of whom one shall be a director and one shall be an individual (who need not be a director) nominated by TELUS. Subject always to the overriding power of the board of directors to manage the business and affairs of the Corporation, and to the extent permitted by applicable law, the technology advisory committee shall have such responsibilities as may be assigned to it (subject to the Act) from time to time by the board of directors.

(b)

The board of directors may from time to time establish such other committees and, subject always to the overriding power of the board of directors to manage the business and affairs of the Corporation, and to the extent permitted by applicable law, grant any such committee such authority as the board of directors may determine, to each committee shall be comprised of at least three members, one of whom shall be a director nominated by TELUS.

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Section 3.08     Shareholder Information

        The Corporation shall send to Shareholders:

(a)

not later than 180 days following the end of each fiscal year, the audited consolidated financial statements of the Corporation in respect of each fiscal year;

(b)

not later than 90 days following the end of each fiscal quarter, the unaudited consolidated financial statements of the Corporation in respect of such fiscal quarter; and

(c)

copies of all documents sent to any Shareholder for the purpose of obtaining the approval of Shareholders.

ARTICLE FOUR

GENERAL MATTERS RELATING TO THE
HOLDING OF SHARES AND PERMITTED TRANSFERS

Section 4.01     General Prohibition on Transfer of Shares

        No Shareholder shall deal with any Shares or any interest therein or Transfer any Shares now or hereafter held by such Shareholder, directly or indirectly, except in accordance with this Agreement. A purported Transfer of any Shares in violation of this Agreement shall not be valid and the Corporation shall not register, nor permit any transfer agent to register, any such Shares on the securities register of the Corporation, nor shall any voting rights attaching to or relating to such Shares be exercised, nor shall any purported exercise of such voting rights be valid or effective, nor shall any dividend or distribution be paid or made on such Shares. Each Shareholder who purports to make a Transfer of any Shares in violation of this Agreement agrees to donate and hereby donates to the Corporation all dividends and distributions paid or made on such Shares during the period of such prohibited Transfer. The provisions of the immediately preceding sentence are in addition to, and not in lieu of, any other remedies to enforce the provisions of this Agreement.

Section 4.02     Prohibition on Indirect Transfers of Shares

        Each Shareholder covenants that, if such Shareholder Transfers all or any of the Shares held by such Shareholder to a Controlled Entity, such Shareholder will not, directly or indirectly, Transfer any securities of such Controlled Equity and will not permit such Controlled Entity to Transfer, directly or indirectly, any securities of the Corporation except, in either case, with the prior written consent of the Shareholders (other than such Shareholder) or in accordance with the terms of this Agreement.

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Section 4.03     Transfers by a Shareholder to a Controlled Entity

        A Shareholder may at any time and from time to time Transfer all or any of the Shares held by such Shareholder to a Controlled Entity provided that:

(a)

the Shareholder shall have executed and delivered an instrument, in form and substance satisfactory to the other Parties then bound by this Agreement acting reasonably, which contains a representation and warranty by the Shareholder that such Shareholder Controls the Controlled Entity, sets out particulars as to the manner in which the Shareholder Controls the Controlled Entity and contains the representations, warranties and agreements referred to below; and

(b)

the Controlled Entity shall have executed and delivered an instrument, in form and substance satisfactory to the other Parties then bound by this Agreement acting reasonably, in which the Controlled Entity makes the representations and warranties made by the Shareholders in this Agreement and agrees to be bound by all the terms of this Agreement, as if the Controlled Entity were an original signatory hereto.

        The Shareholder shall represent and warrant that the shares which such Shareholder owns in the capital of the Controlled Entity are not subject to the terms of any agreement which provides for the manner in which shares in the capital of the Controlled Entity are to be voted and that the Shareholder is entitled, without restriction, to exercise all voting rights attached to the shares owned by such Shareholder in the capital of the Controlled Entity and shall agree that such Shareholder will ensure that the foregoing representations and warranties continue to be true and correct at all times, that such Shareholder will not mortgage, hypothecate, pledge or grant a security interest in any shares in the capital of the Controlled Entity except with the prior written consent of a majority of the other Shareholders, that such Shareholder will continue to be bound by all the provisions of this Agreement notwithstanding the Transfer of Shares to the Controlled Entity and that such Shareholder guarantees the performance by the Controlled Entity of all its obligations incurred in the manner described in Section 4.03(b).

Section 4.04     Transfers by a Shareholder to a Related Entity

        A Shareholder may at any time and from time to time Transfer all or any of the Shares held by such Shareholder to a Related Entity or Related Party (the "Transferee") provided that:

(a)

the Shareholder shall have executed and delivered an instrument, in form and substance satisfactory to the other Parties then bound by this Agreement acting reasonably, in which the Shareholder represents and warrants that the Transferee qualifies as such pursuant to this Agreement and agrees to ensure that such representation and warranty will continue to be true and correct at all times, that such Shareholder will continue to be bound by all the provisions of this Agreement notwithstanding the Transfer of Shares to the Transferee, and that such Shareholder guarantees the performance by the Transferee of all its obligations incurred in the manner described in Section 4.04(b);

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(b)

the Transferee shall have executed and delivered an instrument, in form and substance satisfactory to the other Parties then bound by this Agreement acting reasonably, in which the Transferee makes the representations and warranties made by the Shareholders under this Agreement and agrees to be bound by all the terms of this Agreement, as if the Transferee were an original signatory hereto; and

(c)

the Transferee shall have executed and delivered an instrument, in form and substance satisfactory to the other Parties then bound by this Agreement acting reasonably, by which the Transferee grants to the Shareholder, by way of irrevocable and unconditional grant, the right to vote the Shares Transferred to the Transferee at all meetings of Shareholders of the Corporation and the right to execute all documents and do all things which a Shareholder is permitted or required to do under this Agreement.

Section 4.05     Transfers by Related Entities, Related Parties and Controlled Entities

        A Related Entity, Related Party or a Controlled Entity may at any time and from time to time Transfer all or any part of the Shares held by such Related Entity, Related Party or Controlled Entity:

(a)

to its Related Individual, provided that notice of such Transfer is given to the other Parties then bound by this Agreement prior to or concurrently with such Transfer; or

(b)

to a Transferee that qualifies as a Controlled Entity, Related Party or Related Entity of its Related Individual, provided that such Related Individual and the Transferee execute and deliver the documents referred to in Sections 4.03 or 4.04, as the case may be, prior to any such Transfer.

Section 4.06     No Registration of Transfer Unless Transferee is Bound

        If, pursuant to any provision of this Agreement, a Shareholder Transfers any of such Shareholder's Shares to any other Person, no Transfer of such Shares shall be made nor shall be effective and no application shall be made to the Corporation or to the Corporation's transfer agent to register the Transfer, and the Corporation shall not register any such Transfer, on the securities register of the Corporation until, in the case of a Transfer contemplated by Sections 4.03, 4.04 or 4.05, the documentation referred to in those sections has been delivered, and, in the case of any other Transfer, the proposed Transferee and the Person, if any who Controls such Transferee become subject to all of the obligations of the transferor under this Agreement (in which case the proposed Transferee shall become entitled to exercise all the rights of the transferor under this Agreement) and agree to be bound by all of the provisions hereof as if they were original signatories hereto pursuant to an agreement in writing, in form and substance satisfactory to the other Parties then bound by this Agreement acting reasonably. The foregoing does not apply to a Transfer of Shares by a Shareholder and his Related Shareholders to another Shareholder pursuant to Article Six.

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Section 4.07     Notation on Share Certificates

        All certificates representing Shares shall have the following statement conspicuously noted thereon:

"There are restrictions on the right to transfer the shares represented by this certificate. In addition, such shares are subject to a Shareholder Agreement dated the 27th day of December, 2001, as the same may be amended from time to time, and may not be pledged, sold or otherwise transferred except in accordance with the provisions thereof."

        All certificates representing securities issued by the Corporation which are convertible into or exchangeable for Shares or evidencing a right to acquire Shares shall contain a statement substantially to the same effect.

Section 4.08     Shareholders to Facilitate Permitted Transfers

        Each of the Shareholders agrees to give and execute all necessary consents and approvals to the Transfer of Shares pursuant to this Article Four as soon as the relevant provisions of this Agreement relating to the Transfer have been complied with.

ARTICLE FIVE

SUBSCRIPTION RIGHTS

Section 5.01     Subscription Rights

        Subject to Section 5.04 hereof, if the Corporation desires and is authorized to issue any shares or securities convertible into or exchangeable for shares of the Corporation or any securities carrying rights, options or warrants to acquire such shares or securities, other than:

(a)

Common Shares issuable upon conversion of Series A Shares;

(b)

Common Shares issuable upon exercise of the Look Option;

(c)

Series A Shares issuable upon exercise of the TK Warrant (or Common Shares issuable upon conversion of such Series A Shares;

(d)

the Reserved Shares; or

(e)

share purchase warrants authorized by a majority of the board of directors, which majority shall include a majority of the directors designated by the holders of Series A Shares, provided that such share purchase warrants shall be issued for the purpose of attracting material new business for the Corporation and shall have an exercise price of not less than $0.47 per share

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the Secretary shall give written notice (in this Article, an "Offer") to the Shareholders as at the close of business on the date upon which the Offer is mailed (in this Article, the "Offerees") of the number and type of shares or securities (in this Article, the "Offered Securities") which it desires to issue and the cash price (in this Article, the "Consideration") which it desires to receive per Offered Security and the person or persons (in this Article, the "Persons") to whom, in accordance with the provisions of this Section 5.01, it desires to issue the Offered Securities.

Section 5.02     Provisions Relating to Offered Securities

(a)

The Offered Securities shall be offered as nearly as possible in proportion to the Offerees' respective ownership of Shares at the time of mailing of the Offer. The Offer shall be sent by mail to the Offerees at their addresses as shown in the registers of Shareholders kept by the Corporation, shall set out the aggregate number of Shares outstanding at the close of business on the date of mailing of the Offer, shall limit the time within which the Offer may be accepted and within which any purchase resulting from acceptance of the Offer must be completed (which time shall not be less than 5 Business Days nor more than 10 Business Days after the date of mailing of the Offer), shall fix the time, date and place for completion of any purchase resulting from acceptance of the Offer, shall state that any Offeree who desires to accept the Offer for more of the Offered Securities than the prescribed share of such Offeree shall, in its acceptance, state the additional number of Offered Securities it wishes to purchase and shall be accompanied by a written form for acceptance of the Offer. If any Offeree does not accept the Offer, or accepts the Offer in respect of less than its prescribed share of the Offered Securities, the unclaimed Offered Securities shall be applied to satisfying the claims of the other Offeree(s) for Offered Securities in excess of their prescribed share and if the claims in excess are more than sufficient to exhaust such unclaimed Offered Securities, the unclaimed Offered Securities shall be divided among the Offeree(s) desiring excess Offered Securities in proportion to their holdings of Shares of the Corporation at the close of business on the date of mailing of the Offer, but so that no such Offeree shall be bound to take a greater number of Offered Securities than the number set out in its acceptance of the Offer. If after giving effect to any such allocation of unclaimed Offered Securities there shall remain any unsatisfied claims for Offered Securities and any unclaimed Offered Securities, then such allocation of unclaimed Offered Securities shall be repeated until all unclaimed Offered Securities have been allocated to Offerees. The Corporation shall be entitled to re-allocate the Offered Securities for the purpose hereof to the extent necessary to prevent the making or acceptance of an Offer in respect of fractional Offered Securities.

(b)

The Corporation shall from time to time when requested to do so advise each Offeree promptly of the names of other Offerees who have accepted the Offer and the numbers of Offered Securities in respect of which each has accepted the Offer.

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Section 5.03     Purchase of Offered Securities

        Each Offeree who accepted the Offer in accordance with the terms hereof shall be bound to purchase, take up and pay for, and the Corporation shall be bound to issue, the Offered Securities to be purchased by such Offeree in accordance with the foregoing provisions hereof, and the Corporation shall promptly advise the Offerees of the number of the Offered Securities to be purchased by each of the Offerees, whereupon the Corporation shall be obliged to deliver to the Offerees at the time, date and place set out in the Offer, certificates representing the Offered Securities registered in their respective names in an aggregate number equal to the number of the Offered Securities to be purchased by them against payment made in full in cash of the aggregate Consideration therefor.

Section 5.04     Failure to Purchase Offered Securities

        To the extent that the Offerees shall fail to accept the Offer in respect of all of the Offered Securities or fail to pay in full the aggregate Consideration for the Offered Securities in accordance with Section 5.03, then the Corporation shall be entitled, during the 120 days following the completion of the purchases or expiry of the Offer, as the case may be, to sell all but not less than all of the Offered Securities not taken up in accordance with the foregoing provisions hereof to any person or persons at a price not less than the Consideration and on terms no more favourable, provided each such person shall enter into an assumption agreement agreeing to be bound by the provisions of this Agreement.

ARTICLE SIX

RIGHTS OF FIRST REFUSAL

Section 6.01     Selling Shareholders to Give First Refusal Notice

(a)

Subject to paragraph (b) below and to Section 6.10 and Article Seven, if, at any time, any Shareholder and all of its Related Shareholders wish to sell all or any of the Shares held by such Shareholder, such Shareholder (in this Article, the "Selling Shareholder") shall give notice thereof (in this Article, the "First Refusal Notice"), to the Secretary of the Corporation and to other Shareholders (in this Article, the "Other Shareholders"). The First Refusal Notice shall state that the Selling Shareholder wishes to sell all or a specified number, as the case may be, of the Shares held by such Selling Shareholder (in this Article, the "Offered Shares") and shall state the price (which shall be payable in cash and shall be the same for each Selling Shareholder) which the Selling Shareholder is willing to accept for the Offered Shares and the identity, if known, of the purchaser. A First Refusal Notice shall also contain a representation an