Letters Patent

L. PAUL ZED, of the Town of Rothesay, in the County of Kings and Province of New Brunswick, Barrister and Solicitor; HAROLD P. ROSS, of the Town of Sussex, in the County of Kings and Province of New Brunswick, Student, and ANNE M. WALLING, of the Village of Norton, in the County of Kings and Province of New Brunswick, Student; respectfully sheweth as follows:

The undersigned applicants are desirous of obtaining Letters Patent under the provisions of the Companies Act, constituting your applicants and such others as may become members of the Company hereby created, a body corporate and politic under the name of OPTAMUS UNBSJ INC. or such other name as shall appear to you to be proper in the premises.

The undersigned applicants have satisfied themselves and are assured that the proposed corporate name of the Company under which incorporation is sought is not the corporate name of any other known corporation or association incorporated or unincorporated or any name liable to be confounded therewith, or otherwise on public grounds objectionable.

a. To receive and maintain a fund or funds and to apply from time to time all or part thereof or the income there from for educational and other purposes which are of a benefit to the community which the law regards as charitable;

b. To exercise any of the powers from time to time afforded the Company by the Companies Act or by any other statute, statutes or laws from time to time applicable thereto but only as incidental or conducive to the attainment of the above objects and in particular but without limiting the generality of the foregoing:

1. To promote, encourage, direct and coordinate artistic, literary, educational and social activities for the advancement of the University of New Brunswick community and members of the general public (hereinafter referred to as the “public”) that may desire or have the capacity and ability to participate in the said activities;

2. To use, apply, give, devote or distribute from time to time all or part of the fund or funds of the Company and/or the income therefrom for such purposes which the law regards as charitable by such means and may from time to time seem expedient to its directors including education and establishment and maintenance of activities, agencies or institutions, whose objects are regarded by the law as charitable and are similar to those of the Company;

3. To use, apply, give, devote or distribute from time to time all or part of the fund or funds of the Company and/or the income there from to any donee as defined by the Income Tax Act of Canada;

4. For the further attainment of the above objects, to accumulate from time to time all or part of the fund or funds of the Company and/or the income there from and to invest and reinvest the same in such manner as may from time to time be determined and the Company, in making such investments, shall not be limited to investments authorized by law for trustees;

5. For the further attainment of the above objects to acquire, accept, solicit or receive by purchase, lease, contract, donation, legacy, gift, grant, bequest or otherwise, any kind of real or personal property; and to enter into and carry out agreements, contracts and undertakings incidental thereto;

6. For the further attainment of the above objects, to hold, manage, sell or convert any of the real or personal property from time to time owned by the Company, and to invest and reinvest any principal in such manner as may from time to time be determined and the Company, in making such investments shall not be limited to investments authorized by law for trustees;

7. For the further attainment of the above objects, to exercise all voting rights and to authorize and direct the execution and delivery of proxies in connection with the shares or obligations in any company or corporation held by the Company;

8. For the further attainment of the above objects, to demand, receive, sue for, recover and compel the payment of all sums of money that may become due and payable to the Company, and to apply the said sums for the objects and purposes of the Company, and generally to sue and be sued;

9. For the further attainment of the above objects, to acquire by purchase, lease, devise, gift and other title, and to hold any real property necessary for the carrying on of its undertaking and to sell, lease, dispose of and convey the same or any part thereof as may be considered advisable;

10. For the further attainment of the above objects, to acquire, accept, solicit or receive any gift of real or personal property, either as an annual or other contribution or as an addition to the fund or funds of the Company; and

11. For the further attainment of the above objects, to employ and pay such assistants, clerks, agents, representatives and employees, and to procure, equip and maintain such offices and other facilities, and to incur such reasonable expenses, as may be necessary.

c. To do all such other acts or things as are incidental or conducive to or consequential upon the attainment of the above objects, and

Your Applicants request that the following special provisions be included in the Letters Patent;

b. The affairs of the Company shall be carried on without purpose or gain for its members and all income, profits or other accretions to the fund of the Company shall be used in promoting its objects;

c. That no part of the income of the Company shall be payable to or shall be otherwise available or utilized for the personal benefit of any members of the Company other than a nominal honorarium;

d. That in the event of the liquidation, dissolution or winding up of the Company, all the property of the Company, both real and personal, and the profits and income arising there from shall, after payment or provision for payment of all liabilities of the Company be distributed or disposed of to a registered Canadian charity to be determined at that time in consultation with the University of New Brunswick; and that no part of any property of the Company shall be available to its members upon such dissolution;

e. That all the provisions presently set out in subparagraphs (a) to (j) inclusive of subsection (2) of section 18 of the New Brunswick Companies Act shall be applicable to the Company as fully as if such provisions were expressly set out herein.

The Company is to have NO CAPITAL STOCK or issue any share certificate, but may acquire real and personal property to a cost value not exceeding TWO HUNDRED THOUSAND DOLLARS ($200,000.00);

Applicants for membership in the Company shall become members thereof only upon approval of their applications by the directors of the Company and on such terms as the by-laws of the Company shall provide.

The head office of the proposed Company within the Province of New Brunswick shall be at the City of Saint John, in the County of Saint John, or at such other place in the Province of New Brunswick as the Company may by by-law designate.

The following are the names in full and the address and calling of the applicants:

L. Paul Zed 37 Old Hampton Road P.O. Box 1045 Rothesay, New Brunswick E0G 2W0	847-5555 Barrister and Solicitor
Harold P. Ross 404 St. George Street Sussex, NB E0E 1P0	Student
Anne M. Walling R.R. #3 Norton Kings County, NB E0G 2N0	Student

The said L. Paul Zed, Harold P. Ross and Anne M. Walling will be the first and provisional directors of the Company.

A registry of the members has been opened and a memorandum of agreement by the applicants under seal in accordance with the Statute has been executed in duplicate, one of the duplicates being transmitted herewith.

The undersigned therefore request that a charter may be granted constituting them and such other persons as hereafter become registered members in the Company, a body corporate and politic for the purposes set forth.

Witnessed by W. Andrew LeMesurier, Barrister
Signed by L. Paul Zed, Barrister; Harold P. Ross, Student and Anne M. Walling, Student.

Letters Patent Incorporating OPTAMUS UNBSJ Inc. (ref.no.02 4163)

Province of New Brunswick by the Honourable Minister of Justice

APPLICATION FOR INCORPORATION UNDER THE COMPANIES ACT

THE APPLICATION OF