UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) September 2, 2015

COUNTERPATH CORPORATION
(Exact name of registrant as specified in its charter)

Nevada
(State or other jurisdiction of incorporation)

001-35592
(Commission File Number)

20-0004161
(IRS Employer Identification No.)

300-505 Burrard Street, Vancouver, British Columbia, Canada V7X 1M3
(Address of principal executive offices and Zip Code)

604.320.3344
Registrant’s telephone number, including area code

N/A
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c))


- 2 -

Item 1.01. Entry into a Material Definitive Agreement.

On September 2, 2015, we entered into subscription agreements pursuant to which we agreed to sell 2,930,000 units (each, a “Unit”) at a price of US$0.50 per Unit for gross proceeds of US$1,465,000 (the Financing”). Each Unit consists of one share of our common stock (a “Share”) and one-half of one share purchase warrant (each whole warrant, a “Warrant”), which entitles the holder to purchase one additional Share (each, a “Warrant Share”) at a price of US$0.75 per Warrant Share for a period of two years. We closed the Financing and issued the Units on September 4, 2015.

The foregoing descriptions of the Subscription Agreement and the Warrant do not purport to be complete and are qualified in their entirety by reference to such agreements, which are attached hereto as Exhibits 10.1 and 10.2 respectively, and are incorporated by reference herein.

Item 3.02 Unregistered Sales of Equity Securities.

The information provided under Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02. We issued the Units to four persons who represented that they were not US persons (as that term is defined in Regulation S of the Securities Act of 1933 , as amended) in an offshore transaction pursuant to Regulation S and/or Section 4(2) of the Securities Act of 1933 , as amended.

Item 7.01 Regulation FD Disclosure.

A News Release dated September 4, 2015 is furnished herewith.

Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
10.1 Form of Subscription Agreement.
10.2 Form of Warrant Certificate.
99.1 News Release dated September 4, 2015.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

COUNTERPATH CORPORATION

 By:    /s/ David Karp  
  David Karp  
  Chief Financial Officer  

Dated: September 8, 2015



COUNTERPATH CORPORATION
(the “ Issuer ”)

PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT

INSTRUCTIONS TO SUBSCRIBER

1.

You must complete all the information in the boxes on page 2 and sign where indicated with an “ X ”.

   
2.

If you are resident in Canada, you must complete and sign Exhibit A “Canadian Investor Questionnaire” that starts on page 14. The purpose of this form is to determine whether you meet the standards for participation in a private placement under applicable Canadian securities laws. In order for the Issuer to satisfy its obligations under applicable Canadian securities laws, you may be required to provide additional evidence to verify the information you have provided in Exhibit A “Canadian Investor Questionnaire” that starts on page 14.

   
3.

If you are a “U.S. Purchaser”, as defined in Exhibit B, you must complete and sign BOTH (1) Exhibit A “Canadian Investor Questionnaire” that starts on page 14 AND (2) Exhibit B “United States Accredited Investor Questionnaire” that starts on page 27.

   
4.

Unless you are subscribing through a person registered as broker, an exempt market dealer (as defined in National Instrument 31-103 – Registration Requirements and Exemptions ) or you are subscribing directly from the Issuer without involvement of a finder, you must complete and sign Exhibit C “Risk Acknowledgement Form” that starts on page 31.

   
5.

If you are paying for your subscription with funds drawn from a Canadian bank, you may pay by certified cheque or bank draft drawn on a Canadian chartered bank or by wire transfer to the Issuer pursuant to wiring instructions to be provided by the Issuer upon request.

   
6.

If you are paying for your subscription with funds drawn on any source other than a Canadian chartered bank, you may only pay by wire transfer to the Issuer pursuant to wiring instructions to be provided by the Issuer upon request.



- 2 -

COUNTERPATH CORPORATION

PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT

The undersigned (the “ Subscriber ”) hereby irrevocably subscribes for and agrees to purchase from CounterPath Corporation (the “ Issuer ”) that number of units of the Issuer (each, a “ Unit ”) set out below at a price of US$0.50 per Unit. Each Unit will be comprised of one common share in the capital of the Issuer (each, a “ Share ”) and one half of one non-transferable common share purchase warrant (each whole warrant being, a “ Warrant ”). Each Warrant will entitle the holder thereof to acquire one Share (each, a “ Warrant Share ”) at a price of US$0.75 per Warrant Share until 5:00 p.m. (Vancouver time) on the date of expiration of the Warrant, which will be two years following the Closing Date (as defined herein). The Subscriber agrees to be bound by the terms and conditions set forth in the attached “Terms and Conditions of Subscription for Units”.


State whether the Subscriber (or the Authorized Signatory of the Subscriber) has read and fully understands the Canadian Investor Questionnaire attached as Exhibit A to this Private Placement Subscription Agreement: Yes [    ]     No [    ]


- 3 -

ACCEPTANCE

The Issuer hereby accepts the Subscription (as defined herein) on the terms and conditions contained in this private placement subscription agreement (this “ Agreement ”) as of the _____ day of ______________ , 2015 (the “ Closing Date ”).

COUNTERPATH CORPORATION

Per:    
  Authorized Signatory  

Address:    Suite 300, One Bentall Centre
  505 Burrard Street
  Vancouver, BC V7X 1M3
Fax: (604) 320-3399
Email: dkarp@counterpath.com
Attention:    David Karp


- 4 -

TERMS AND CONDITIONS OF SUBSCRIPTION FOR UNITS

1. Subscription

1.1 On the basis of the representations and warranties, and subject to the terms and conditions, set forth in this Agreement, the Subscriber hereby irrevocably subscribes for and agrees to purchase such number of Units as is set forth on page 2 of this Agreement at a price of US$0.50 per Unit for the Subscription Amount shown on page 2 of this Agreement, which is tendered herewith (such subscription and agreement to purchase being the “ Subscription ”), and the Issuer agrees to sell the Units to the Subscriber, effective upon the Issuer’s acceptance of this Agreement.

1.2 Each Unit will consist of one Share and one half of one Warrant. The Warrants will not be transferable. Each Warrant will entitle the holder thereof to purchase one Warrant Share, as presently constituted, for a period of two years commencing from the Closing Date, at an exercise price of US$0.75 per Warrant Share. The Units, Shares, Warrants and Warrant Shares are referred to herein as the “ Securities ”).

1.3 The Subscriber acknowledges that the Units have been offered to the Subscriber as part of an offering by the Issuer of additional Units to other subscribers (the “ Offering ”).

1.4 All dollar amounts referred to in this Agreement are in lawful money of the United States of America, unless otherwise indicated.

2. Payment

2.1 The Subscription Amount must accompany this Subscription and will be paid: (i) if the Subscriber is drawing funds from a Canadian bank to pay for this Subscription, by a certified cheque or bank draft drawn on a Canadian chartered bank or by wire transfer to the Issuer pursuant to wiring instructions to be provided by the Issuer upon request from the Subscriber; or (ii) if the Subscriber is drawing funds from any source other than a Canadian chartered bank to pay for this Subscription, then only by wire transfer to the Issuer pursuant to wiring instructions to be provided by the Issuer upon request from the Subscriber. If the Subscription Amount is wired or sent to Clark Wilson LLP (the “ Issuer’s Counsel ”), the Subscriber irrevocably authorizes the Issuer’s Counsel to immediately deliver the Subscription Amount to the Issuer upon receipt of the Subscription Amount from the Subscriber, notwithstanding that such delivery may be made by the Issuer’s Counsel to the Issuer prior to the closing of the Offering (the “ Closing ”). The Subscriber authorizes the Issuer to treat the Subscription Amount as an interest free loan until the Closing.

2.2 The Subscriber acknowledges and agrees that this Agreement, the Subscription Amount and any other documents delivered in connection herewith will be held by or on behalf of the Issuer. In the event that this Agreement is not accepted by the Issuer for whatever reason, which the Issuer expressly reserves the right to do, the Issuer will return the Subscription Amount (without interest thereon) to the Subscriber at the address of the Subscriber as set forth on page 2 of this Agreement, or as otherwise directed by the Subscriber.

3. Documents Required from Subscriber

3.1 The Subscriber must complete, sign and return to the Issuer the following documents:

  (a)

this Agreement;



- 5 -

  (b)

the Canadian Investor Questionnaire (the “ Canadian Questionnaire ”) attached as Exhibit A that starts on page 14, along with any additional evidence that may be requested by the Issuer to verify the information provided in the Canadian Questionnaire;

     
  (c)

if the Subscriber is a U.S. Purchaser (as defined in Exhibit B), the United States Accredited Investor Questionnaire (the “ U.S. Questionnaire ” and, together with the Canadian Questionnaire, the “ Questionnaires ”) attached as Exhibit B that starts on page 27;

     
  (d)

if the Subscriber is not subscribing through a person registered as a broker or an exempt market dealer (as defined in National Instrument 31-103 – Registration Requirements and Exemptions ) or the Subscriber is acquiring the Securities directly from the Issuer without involvement of a finder, the “Risk Acknowledgement Form” attached as Exhibit C that is on page 31; and

     
  (e)

such other supporting documentation that the Issuer or the Issuer’s Counsel may request to establish the Subscriber’s qualification as a qualified investor,

and the Subscriber acknowledges and agrees that the Issuer will not consider the Subscription for acceptance unless the Subscriber has provided all of such documents to the Issuer.

3.2 As soon as practicable upon any request by the Issuer, the Subscriber will complete, sign and return to the Issuer any additional documents, questionnaires, notices and undertakings as may be required by any regulatory authorities or applicable laws.

3.3 The Issuer and the Subscriber acknowledge and agree that the Issuer’s Counsel has acted as counsel only to the Issuer and is not protecting the rights and interests of the Subscriber. The Subscriber acknowledges and agrees that the Issuer and the Issuer’s Counsel have given the Subscriber the opportunity to seek, and are hereby recommending that the Subscriber obtain, independent legal advice with respect to the subject matter of this Agreement and, further, the Subscriber hereby represents and warrants to the Issuer and the Issuer’s Counsel that the Subscriber has sought independent legal advice or waives such advice.

4. Conditions and Closing

4.1 The Closing Date will occur on such date as may be determined by the Issuer in its sole discretion. The Issuer may, at its discretion, elect to close the Offering in one or more closings.

4.2 The Closing is conditional upon and subject to:

  (a)

the Issuer having obtained all necessary approvals and consents, including regulatory approvals for the Offering;

     
  (b)

the issue and sale of the Units being exempt from the requirement to file a prospectus and the requirement to deliver an offering memorandum under applicable securities laws relating to the sale of the Units, or the Issuer having received such orders, consents or approvals as may be required to permit such sale without the requirement to file a prospectus or deliver an offering memorandum; and

     
  (c)

the Issuer having obtained approval of the Toronto Stock Exchange for the Offering.



- 6 -

4.3 The Subscriber acknowledges that the certificates representing the Shares and the Warrants will be available for delivery within two business days of the Closing Date, provided that the Subscriber has satisfied the requirements of Section 3 hereof and the Issuer has accepted this Agreement.

5. Acknowledgements and Agreements of the Subscriber

5.1 The Subscriber acknowledges and agrees that:

  (a)

none of the Securities have been or will be registered under the United States Securities Act of 1933 , as amended, (the “ 1933 Act ”), or under any securities or “blue sky” laws of any state of the United States, and, unless so registered, may not be offered or sold in the United States or, directly or indirectly, to any U.S. Person (as defined in Section 6.2), except in accordance with the provisions of Regulation S under the 1933 Act (“ Regulation S ”), pursuant to an effective registration statement under the 1933 Act, or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the 1933 Act, and in each case only in accordance with applicable state, provincial and foreign securities laws;

     
  (b)

the Issuer has not undertaken, and will have no obligation, to register any of the Securities under the 1933 Act or any other securities legislation;

     
  (c)

the Issuer will refuse to register the transfer of any of the Securities to a U.S. Person not made pursuant to an effective registration statement under the 1933 Act or pursuant to an available exemption from the registration requirements of the 1933 Act and in each case in accordance with applicable laws;

     
  (d)

the decision to execute this Agreement and acquire the Securities has not been based upon any oral or written representation as to fact or otherwise made by or on behalf of the Issuer and such decision is based entirely upon a review of any public information which has been filed by the Issuer with any Canadian provincial securities commissions (collectively, the “ Public Record ”);

     
  (e)

the Issuer and others will rely upon the truth and accuracy of the acknowledgements, representations, warranties, covenants and agreements of the Subscriber contained in this Agreement and the Questionnaires, as applicable, and agrees that if any of such acknowledgements, representations and agreements are no longer accurate or have been breached, the Subscriber will promptly notify the Issuer;

     
  (f)

there are risks associated with the purchase of the Securities, as more fully described in the Issuer’s periodic disclosure forming part of the Public Record;

     
  (g)

the Subscriber and the Subscriber’s advisor(s) have had a reasonable opportunity to ask questions of and receive answers from the Issuer in connection with the distribution of the Securities hereunder, and to obtain additional information, to the extent possessed or obtainable without unreasonable effort or expense, necessary to verify the accuracy of the information about the Issuer;

     
  (h)

a portion of this Offering may be sold pursuant to an agreement between the Issuer and one or more agents registered in accordance with applicable securities laws, in which case the Issuer will pay a fee and/or compensation securities on terms as set out in such agency agreement;



- 7 -

  (i)

finder’s fees or broker’s commissions may be payable by the Issuer to finders who introduce subscribers to the Issuer;

       
  (j)

the books and records of the Issuer were available upon reasonable notice for inspection, subject to certain confidentiality restrictions, by the Subscriber during reasonable business hours at its principal place of business, and all documents, records and books in connection with the distribution of the Securities hereunder have been made available for inspection by the Subscriber, its legal counsel and/or its advisor(s);

       
  (k)

all of the information which the Subscriber has provided to the Issuer is correct and complete, and if there should be any change in such information prior to the Closing, the Subscriber will immediately notify the Issuer, in writing, of the details of any such change;

       
  (l)

the Issuer is entitled to rely on the representations and warranties of the Subscriber contained in this Agreement and the Questionnaires, as applicable, and the Subscriber will hold harmless the Issuer from any loss or damage it or they may suffer as a result of the Subscriber’s failure to correctly complete this Agreement or the Questionnaires, as applicable;

       
  (m)

the Subscriber has been advised to consult the Subscriber’s own legal, tax and other advisors with respect to the merits and risks of an investment in the Securities and with respect to applicable resale restrictions, and it is solely responsible (and the Issuer is not in any way responsible) for compliance with:

       
  (i)

any applicable laws of the jurisdiction in which the Subscriber is resident in connection with the distribution of the Securities hereunder, and

       
  (ii)

applicable resale restrictions;

       
  (n)

there may be material tax consequences to the Subscriber of an acquisition or disposition of the Securities and the Issuer gives no opinion and makes no representation to the Subscriber with respect to the tax consequences to the Subscriber under federal, state, provincial, local or foreign tax laws that may apply to the Subscriber’s acquisition or disposition of the Securities;

       
  (o)

the Subscriber consents to the placement of a legend or legends on any certificate or other document evidencing any of the Securities setting forth or referring to the restrictions on transferability and sale thereof contained in this Agreement, with such legend(s) to be substantially as follows:


UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THESE SECURITIES SHALL NOT TRADE THE SECURITIES BEFORE [four months and one day from the Closing Date.]



- 8 -

THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE LISTED ON THE TORONTO STOCK EXCHANGE BUT CANNOT BE TRADED THROUGH THE FACILITIES OF THE EXCHANGE SINCE THEY ARE NOT FREELY TRANSFERABLE AND CONSEQUENTLY ANY CERTIFICATE REPRESENTING SUCH SECURITIES IS NOT “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON THE TORONTO STOCK EXCHANGE.

 

THE SECURITIES TO WHICH THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT RELATES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE, AND WILL BE ISSUED IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”).

 

NONE OF THE SECURITIES TO WHICH THIS SUBSCRIPTION AGREEMENT RELATES HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS (AS DEFINED HEREIN), EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE U.S. STATE AND FOREIGN SECURITIES LAWS. HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE 1933 ACT.


  (p)

the Issuer has advised the Subscriber that the Issuer is relying on an exemption from the requirements to provide the Subscriber with a prospectus and to sell the Securities through a person registered to sell securities under provincial securities laws and other applicable securities laws, and, as a consequence of acquiring the Securities pursuant to such exemption, certain protections, rights and remedies provided by applicable securities laws (including the various provincial securities acts), including statutory rights of rescission or damages, will not be available to the Subscriber;

     
  (q)

no securities commission or similar regulatory authority has reviewed or passed on the merits of any of the Securities;

     
  (r)

there is no government or other insurance covering any of the Securities; and

     
  (s)

this Agreement is not enforceable by the Subscriber unless it has been accepted by the Issuer and the Issuer reserves the right to reject this Subscription for any reason whatsoever.



- 9 -

6. Representations and Warranties of the Subscriber

6.1 The Subscriber hereby represents and warrants to the Issuer (which representations and warranties will survive the Closing) that:

  (a)

unless the Subscriber has completed Exhibit B:

       
  (i)

the Subscriber is not in the United States, is not a U.S. Person, is not purchasing the Securities for the account or benefit of a U.S. Person, did not receive the offer to buy the Securities while in the United States and it (or its authorized signatory) was outside of the United States at the time its buy order was placed and this Agreement was executed;

       
  (ii)

offers and sales of any of the Securities prior to the expiration of the period specified in Regulation S (such period hereinafter referred to as the “ Distribution Compliance Period ”) shall only be made in compliance with the safe harbor provisions set forth in Regulation S, pursuant to the registration provisions of the 1933 Act or pursuant to an exemption therefrom, and all offers and sales after the Distribution Compliance Period shall be made only in compliance with the registration provisions of the 1933 Act or an exemption therefrom, and in each case only in accordance with applicable state, provincial and foreign securities laws;

       
  (iii)

it has not acquired the Securities as a result of, and will not itself engage in, any “ directed selling efforts ” (as defined in Regulation S) in the United States in respect of any of the Securities which would include any activities undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for the sale of the Securities;

       
  (iv)

hedging transactions involving the Securities may not be conducted unless such transactions are in compliance with the provisions of the 1933 Act and in each case only in accordance with applicable securities laws;

       
  (b)

the Subscriber is resident in the jurisdiction set out on page 2 of this Agreement;

       
  (c)

if the Subscriber is resident outside of Canada or the United States:

       
  (i)

the Subscriber is knowledgeable of, or has been independently advised as to, the applicable securities laws having application in the jurisdiction in which the Subscriber is resident (the “ International Jurisdiction ”) which would apply to the offer and sale of the Securities,

       
  (ii)

the Subscriber is purchasing the Securities pursuant to exemptions from prospectus or equivalent requirements under applicable laws or, if such is not applicable, the Subscriber is permitted to purchase the Securities under the applicable securities laws of the International Jurisdiction without the need to rely on any exemptions,



- 10 -

  (iii)

the applicable securities laws of the International Jurisdiction do not require the Issuer to make any filings or seek any approvals of any kind from any securities regulator of any kind in the International Jurisdiction in connection with the offer, issue, sale or resale of any of the Securities,

         
  (iv)

the purchase of the Securities by the Subscriber does not trigger:

         
  A.

any obligation to prepare and file a prospectus or similar document, or any other report with respect to such purchase in the International Jurisdiction, or

         
  B.

any continuous disclosure reporting obligation of the Issuer in the International Jurisdiction, and

         
  (v)

the Subscriber will, if requested by the Issuer, deliver to the Issuer a certificate or opinion of local counsel from the International Jurisdiction which will confirm the matters referred to in subparagraphs (ii), (iii) and (iv) above to the satisfaction of the Issuer, acting reasonably;

         
  (d)

the Subscriber: (i) has adequate net worth and means of providing for its current financial needs and possible personal contingences, (ii) has no need for liquidity in this investment, (iii) has such knowledge and experience in business matters as to be capable of evaluating the merits and risks of its prospective investment in the Securities, (iv) is able to bear the economic risks of an investment in the Securities for an indefinite period of time, and (v) can afford the complete loss of the Subscription Amount;

         
  (e)

the Subscriber has the legal capacity and competence to enter into and execute this Agreement and to take all actions required pursuant hereto and, if the Subscriber is a corporate entity, it is duly incorporated and validly subsisting under the laws of its jurisdiction of incorporation and all necessary approvals by its directors, shareholders and others have been obtained to authorize execution and performance of this Agreement on behalf of the Subscriber;

         
  (f)

the entering into of this Agreement and the transactions contemplated hereby do not result in the violation of any of the terms and provisions of any law applicable to, or, if applicable, the constating documents of, the Subscriber or of any agreement, written or oral, to which the Subscriber may be a party or by which the Subscriber is or may be bound;

         
  (g)

the Subscriber has duly executed and delivered this Agreement and it constitutes a valid and binding agreement of the Subscriber enforceable against the Subscriber;

         
  (h)

the Subscriber has received and carefully read this Agreement;

         
  (i)

the Subscriber is aware that an investment in the Issuer is speculative and involves certain risks, including those risks disclosed in the Public Record and the possible loss of the entire Subscription Amount;

         
  (j)

the Subscriber has made an independent examination and investigation of an investment in the Securities and the Issuer and agrees that the Issuer will not be responsible in any way for the Subscriber’s decision to invest in the Securities and the Issuer;



- 11 -

  (k)

the Subscriber is not an underwriter of, or dealer in, any of the Securities, nor is the Subscriber participating, pursuant to a contractual agreement or otherwise, in the distribution of the Securities;

       
  (l)

the Subscriber is not aware of any advertisement of any of the Securities and is not acquiring the Securities as a result of any form of general solicitation or general advertising, including advertisements, articles, notices or other communications published in any newspaper, magazine or similar media, or broadcast over radio or television, or any seminar or meeting whose attendees have been invited by general solicitation or general advertising;

       
  (m)

no person has made to the Subscriber any written or oral representations:

       
  (i)

that any person will resell or repurchase any of the Securities,

       
  (ii)

that any person will refund the purchase price of any of the Securities, or

       
  (iii)

as to the future price or value of any of the Securities;

       
  (n)

the funds representing the Subscription Amount will not represent proceeds of crime for the purposes of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act (the “ PATRIOT Act ”) and the Subscriber acknowledges that the Issuer may in the future be required by law to disclose the Issuer’s name and other information relating to this Agreement and the Subscription, on a confidential basis, pursuant to the PATRIOT Act; and

       
  (o)

no portion of the Subscription Amount to be provided by the Subscriber: (i) has been or will be derived from or related to any activity that is deemed criminal under the laws of the United States of America, or any other jurisdiction, or (ii) is being tendered on behalf of a person or entity who has not been identified to or by the Subscriber, and (iii) the Subscriber shall promptly notify the Issuer if the Subscriber discovers that any of such representations ceases to be true and will provide the Issuer with appropriate information in connection therewith.

6.2 In this Agreement, the term “ U.S. Person ” will have the meaning ascribed thereto in Regulation S, and for the purpose of this Agreement includes, but is not limited to: (a) any person in the United States; (b) any natural person resident in the United States; (c) any partnership or corporation organized or incorporated under the laws of the United States; (d) any partnership or corporation organized outside the United States by a U.S. Person principally for the purpose of investing in securities not registered under the 1933 Act, unless it is organized or incorporated, and owned, by accredited investors who are not natural persons, estates or trusts; or (e) any estate or trust of which any executor or administrator or trustee is a U.S. Person.


- 12 -

7. Representations and Warranties will be Relied Upon by the Issuer

7.1 The Subscriber acknowledges and agrees that the representations and warranties contained in this Agreement are made by it with the intention that such representations and warranties may be relied upon by the Issuer and the Issuer’s Counsel in determining the Subscriber’s eligibility to purchase the Securities under applicable laws, or, if applicable, the eligibility of others on whose behalf the Subscriber is contracting hereunder to purchase the Securities under applicable laws. The Subscriber further agrees that, by accepting delivery of the certificates representing the Shares and the Warrants, it will be representing and warranting that the representations and warranties contained herein are true and correct as at the Closing Date with the same force and effect as if they had been made by the Subscriber on the Closing Date and that they will survive the purchase by the Subscriber of the Securities and will continue in full force and effect notwithstanding any subsequent disposition by the Subscriber of such Securities.

8. Acknowledgement and Waiver

8.1 The Subscriber has acknowledged that the decision to acquire the Securities was solely made on the basis of the Public Record. The Subscriber hereby waives, to the fullest extent permitted by law, any rights of withdrawal, rescission or compensation for damages to which the Subscriber might be entitled in connection with the distribution of any of the Securities.

9. Legending and Registration of Subject Securities

9.1 The Subscriber hereby acknowledges that a legend or legends may be placed on the certificates representing the Shares and the Warrants to the effect that the Shares and the Warrants represented by such certificates are subject to a hold period and may not be traded until the expiry of such hold period except as permitted by applicable securities laws, and the Subscriber consent to the placement of such legend(s) on any certificate representing the Shares and the Warrants.

9.2 The Subscriber hereby acknowledges and agrees to the Issuer making a notation on its records or giving instructions to the registrar and transfer agent of the Issuer in order to implement the restrictions on transfer set forth and described in this Agreement.

10. Collection of Personal Information

10.1 The Subscriber acknowledges and consents to the fact that the Issuer is collecting the Subscriber’s personal information for the purpose of fulfilling this Agreement and completing the Offering. The Subscriber acknowledges that its personal information (and, if applicable, the personal information of those on whose behalf the Subscriber is contracting hereunder) may be included in record books in connection with the Offering and may be disclosed by the Issuer to: (a) stock exchanges or securities regulatory authorities, (b) the Issuer's registrar and transfer agent, (c) Canadian tax authorities, (d) authorities pursuant to the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) and (e) any of the other parties involved in the Offering, including the Issuer’s Counsel. By executing this Agreement, the Subscriber is deemed to be consenting to the foregoing collection, use and disclosure of the Subscriber's personal information (and, if applicable, the personal information of those on whose behalf the Subscriber is contracting hereunder) for the foregoing purposes and to the retention of such personal information for as long as permitted or required by applicable laws. Notwithstanding that the Subscriber may be purchasing the Units as agent on behalf of an undisclosed principal, the Subscriber agrees to provide, on request, particulars as to the nature and identity of such undisclosed principal, and any interest that such undisclosed principal has in the Issuer, all as may be required by the Issuer in order to comply with the foregoing.


- 13 -

Furthermore, the Subscriber is hereby notified that:

  (a)

the Issuer may deliver to any securities commission having jurisdiction over the Issuer, the Subscriber or this Subscription, including any Canadian provincial securities commissions, the United States Securities and Exchange Commission and/or any state securities commissions (collectively, the “ Commissions ”), certain personal information pertaining to the Subscriber, including the Subscriber’s full name, residential address and telephone number, the number of Shares or other securities of the Issuer owned by the Subscriber, the number of Units purchased by the Subscriber, the total Subscription Amount paid for the Units, the prospectus exemption relied on by the Issuer and the date of distribution of the Units;

     
  (b)

such information is being collected indirectly by the Commissions under the authority granted to them in applicable securities laws;

     
  (c)

such information is being collected for the purposes of the administration and enforcement of applicable securities laws; and

     
  (d)

the Subscriber may contact the following public official in Ontario with respect to questions about the Ontario Securities Commission’s indirect collection of such information at the following address and telephone number:


  Administrative Assistant to the Director of Corporate Finance
  Ontario Securities Commission
  Suite 1903, Box 55
  20 Queen Street West
  Toronto, ON M5H 3S8
  Telephone: (416) 593-8086.

11. Costs

11.1 The Subscriber acknowledges and agrees that all costs and expenses incurred by the Subscriber (including any fees and disbursements of any special counsel retained by the Subscriber) relating to the purchase of the Units will be borne by the Subscriber.

12. Governing Law

12.1 This Agreement is governed by the laws of the Province of British Columbia and the federal laws of Canada applicable therein. The Subscriber, in its personal or corporate capacity and, if applicable, on behalf of each beneficial or undisclosed purchaser for whom it is acting, irrevocably attorns to the exclusive jurisdiction of the courts of the Province of British Columbia.

13. Survival

13.1 This Agreement, including, without limitation, the representations, warranties and covenants contained herein, will survive and continue in full force and effect and be binding upon the Issuer and the Subscriber notwithstanding the completion of the purchase of the Securities by the Subscriber pursuant hereto.


- 14 -

14. Assignment

14.1 This Agreement is not transferable or assignable.

15. Severability

15.1 The invalidity or unenforceability of any particular provision of this Agreement will not affect or limit the validity or enforceability of the remaining provisions of this Agreement.

16. Entire Agreement

16.1 Except as expressly provided in this Agreement and in the exhibits, agreements, instruments and other documents attached hereto or contemplated or provided for herein, this Agreement contains the entire agreement between the parties with respect to the sale of the Units and there are no other terms, conditions, representations or warranties, whether expressed, implied, oral or written, by statute or common law, by the Issuer or by anyone else.

17. Notices

17.1 All notices and other communications hereunder will be in writing and will be deemed to have been duly given if mailed or transmitted by any standard form of telecommunication, including facsimile, electronic mail or other means of electronic communication capable of producing a printed copy. Notices to the Subscriber will be directed to the address of the Subscriber set forth on page 2 of this Agreement and notices to the Issuer will be directed to it at the address of the Issuer set forth on page 3 of this Agreement.

18. Execution of Subscription Agreement and Electronic Means

18.1 The Issuer and the Issuer’s Counsel will be entitled to rely on delivery by email or other means of electronic communication capable of producing a printed copy of an executed copy of this Agreement, and acceptance by the Issuer of such email or electronic copy will be equally effective to create a valid and binding agreement between the Subscriber and the Issuer in accordance with the terms hereof as of the Closing Date. If less than a complete copy of this Agreement is delivered to the Issuer or the Issuer’s Counsel prior to or at the Closing, the Issuer and the Issuer’s Counsel are entitled to assume that the Subscriber accepts and agreed to all of the terms and conditions of the pages of this Agreement that have not been delivered by the Subscriber.

19. Counterparts

19.1 This Agreement may be executed in any number of counterparts, each of which, when so executed and delivered, will constitute an original and all of which together will constitute one instrument.

20. Exhibits

20.1 The exhibits attached hereto form part of this Agreement.


- 15 -

21. Indemnity

21.1 The Subscriber will indemnify and hold harmless the Issuer and, where applicable, its directors, officers, employees, agents, advisors and shareholders, from and against any and all loss, liability, claim, damage and expense whatsoever (including, but not limited to, any and all fees, costs and expenses whatsoever reasonably incurred in investigating, preparing or defending against any claim, lawsuit, administrative proceeding or investigation whether commenced or threatened) arising out of or based upon any representation or warranty of the Subscriber contained in this Agreement, the Questionnaires, as applicable, or in any document furnished by the Subscriber to the Issuer in connection herewith being untrue in any material respect or any breach or failure by the Subscriber to comply with any covenant or agreement made by the Subscriber to the Issuer in connection therewith.


- 16 -

EXHIBIT A

CANADIAN INVESTOR QUESTIONNAIRE

(ALBERTA, BRITISH COLUMBIA, MANITOBA, NEWFOUNDLAND AND LABRADOR,
NEW BRUNSWICK, NOVA SCOTIA, ONTARIO, PRINCE EDWARD ISLAND, QUEBEC, AND
SASKATCHEWAN)

TO: COUNTERPATH CORPORATION (the “ Issuer ”)
   
RE: Purchase of units (the “ Units ”) of the Issuer

Capitalized terms used in this Canadian Questionnaire (this “ Questionnaire ”) and not specifically defined have the meaning ascribed to them in the Private Placement Subscription Agreement between the Subscriber and the Issuer to which this Exhibit A is attached.

In connection with the purchase by the Subscriber (being the undersigned, or if the undersigned is purchasing the Units as agent on behalf of a disclosed beneficial Subscriber, such beneficial Subscriber, will be referred herein as the “ Subscriber ”) of the Units, the Subscriber hereby represents, warrants and certifies to the Issuer that the Subscriber:

  (i)

is purchasing the Units as principal (or deemed principal under the terms of National Instrument 45-106 – Prospectus Exemptions adopted by the Canadian Securities Administrators (“ NI 45-106 ”));


  (ii) (A) is resident in or is subject to the laws of one of the following (check one):
       [ ] Alberta [ ] New Brunswick [ ] Prince Edward Island
       [ ] British Columbia [ ] Nova Scotia [ ] Quebec
       [ ] Manitoba [ ] Ontario [ ] Saskatchewan
       [ ] Newfoundland and Labrador  
       [ ] United States: __________________ (List State of Residence)
      or    
    (B)  [ ] is resident in a country other than Canada or the United States; and

  (iii)

has not been provided with any offering memorandum in connection with the purchase of the Units.

In connection with the purchase of the Units, the Subscriber hereby represents, warrants, covenants and certifies that the Subscriber meets one or more of the following criteria:

I.

SUBSCRIBERS PURCHASING UNDER THE “ACCREDITED INVESTOR” EXEMPTION


(a)

the Subscriber is not a trust company or trust company registered under the laws of Prince Edward Island that is not registered or authorized under the Trust and Loan Companies Act (Canada) or under comparable legislation in another jurisdiction of Canada, and



- 17 -

(b)

_______the Subscriber is an “accredited investor” within the meaning of NI 45-106, by virtue of satisfying the indicated criterion below (YOU MUST: (1) INITIAL OR PLACE A CHECK-MARK ON THE APPROPRIATE LINE(S) BELOW, AND (2) IF YOU SELECT ANY OF CATEGORIES (iv), (vi) or (vii) BELOW, MUST ALSO COMPLETE AND SIGN APPENDIX “A” TO THIS CERTIFICATE) ( see certain guidance with respect to accredited investors that starts on page 20 below ):


[ ]

(i)

except in Ontario, a person registered under the securities legislation of a jurisdiction of Canada as an adviser or dealer,

 

 

[ ]

(ii)

an individual registered under the securities legislation of a jurisdiction of Canada as a representative of a person referred to in paragraph (ix),

 

 

[ ]

(iii)

an individual formerly registered under the securities legislation of a jurisdiction of Canada, other than an individual formerly registered solely as a representative of a limited market dealer under one or both of the Securities Act (Ontario) or the Securities Act (Newfoundland and Labrador),

 

 

[ ]

(iv)

an individual who, either alone or with a spouse, beneficially owns financial assets having an aggregate realizable value that, before taxes but net of any related liabilities, exceeds $1,000,000,

 

 

[ ]

(v)

an individual who beneficially owns financial assets having an aggregate realizable value that, before taxes but net of any related liabilities, exceeds $5,000,000,

 

 

[ ]

(vi)

an individual whose net income before taxes exceeded $200,000 in each of the 2 most recent calendar years or whose net income before taxes combined with that of a spouse exceeded $300,000 in each of the 2 most recent calendar years and who, in either case, reasonably expects to exceed that net income level in the current calendar year,

 

 

 

[ ]

(vii)

an individual who, either alone or with a spouse, has net assets of at least $5,000,000,

 

 

[ ]

(viii)

a person, other than an individual or investment fund, that has net assets of at least $5,000,000 as shown on its most recently prepared financial statements and that has not been created or used solely to purchase or hold securities as an accredited investor as defined in this paragraph (viii),

 

 

 

[ ]

(ix)

an investment fund that distributes or has distributed its securities only to

 

 

(i)

a person that is or was an accredited investor at the time of the distribution,

 

(ii)

a person that acquires or acquired securities in the circumstances referred to in sections 2.10 [Minimum amount investment] of NI 45-106, or 2.19 [Additional investment in investment funds] of NI 45-106, or

 

(iii)

a person described in paragraph (i) or (ii) that acquires or acquired securities under section 2.18 [Investment fund reinvestment] of NI 45-106,

 

[ ]

(x)

an investment fund that distributes or has distributed securities under a prospectus in a jurisdiction of Canada for which the regulator or, in Québec, the securities regulatory authority, has issued a receipt,



- 18 -

[ ] (xi)

a trust company or trust corporation registered or authorized to carry on business under the Trust and Loan Companies Act (Canada) or under comparable legislation in a jurisdiction of Canada or a foreign jurisdiction, acting on behalf of a fully managed account managed by the trust company or trust corporation, as the case may be,

     

[ ] (xii)

a person acting on behalf of a fully managed account managed by that person, if that person is registered or authorized to carry on business as an adviser or the equivalent under the securities legislation of a jurisdiction of Canada or a foreign jurisdiction,

     

[ ] (xiii)

a registered charity under the Income Tax Act (Canada) that, in regard to the trade, has obtained advice from an eligibility adviser or an adviser registered under the securities legislation of the jurisdiction of the registered charity to give advice on the securities being traded,

     

[ ] (xiv)

an entity organized in a foreign jurisdiction that is analogous to the entity referred to in paragraph (i) in form and function, or

     

[ ] (xv)

a person in respect of which all of the owners of interests, direct, indirect or beneficial, except the voting securities required by law to be owned by directors, are persons that are accredited investors.


II.

SUBSCRIBERS PURCHASING UNDER THE “FAMILY, FRIENDS AND BUSINESS ASSOCIATES” EXEMPTION

   
(a)

 the Subscriber is (please initial or place a check-mark on the appropriate line below and provide the requested information, as applicable):


[ ] (i) a director, executive officer or control person of the Issuer, or of an affiliate of the Issuer,
       
[ ] (ii) a spouse, parent, grandparent, brother, sister, child or grandchild of ___________________________ ( print name of person ), who is a director, executive officer or control person of the Issuer or of an affiliate of the Issuer,
       
[ ] (iii) a parent, grandparent, brother, sister, child or grandchild of the spouse of ______________________ ( print name of person ), who is a director, executive officer or control person of the Issuer or of an affiliate of the Issuer,
       
[ ] (iv)

______________________ a close personal friend ( see guidance on making this determination that starts on page 22 below ) of _______________________________ ( print name of person ), who is a director, executive officer, founder or control person of the Issuer, or of an affiliate of the Issuer, and has been for _________________ years based on the following factors:

       
       
       
___________________________________________________________________( explain the nature of the close personal friendship ),


- 19 -

[ ] (v) a close business associate ( see guidance on making this determination that starts on page 22 below ) of __________________ ( print name of person ), who is a director, executive officer, founder or control person of the Issuer, or of an affiliate of the Issuer, and has been for _______________________ years based on the following factors
       
       
       
_________________________________________________________( explain the nature of the close business association ),
       
[ ] (vi) a founder of the Issuer or a spouse, parent, grandparent, brother, sister, child, grandchild, close personal friend or close business associate ( see guidance on making these determinations that starts on page 22 below ) of __________________ ( print name of person ), who is a founder of the Issuer, and, if a close personal friend or close business associate of such person, has been for _____________________________ years based on the following factors:
       
       
       
______________________________________________( explain the nature of the close personal friendship or business association ),
       
[ ] (vii) a parent, grandparent, brother, sister, child or grandchild of the spouse of _____________________ ( print name of person ), who is a founder of the Issuer,
       
[ ] (viii) a company of which a majority of the voting securities are beneficially owned by, or a majority of the directors are, persons or companies described in subsections II(a)(i) to II(a)(vii) above, or
       
[ ] (ix) a trust or estate of which all of the beneficiaries or a majority of the trustees or executors are persons or companies described in subsections II(a)(i) to II(a)(viii) above;

(b)

if the Subscriber is resident in the Province of Ontario or is subject to the securities laws of the Province of Ontario, the Subscriber has provided the Issuer with a signed risk acknowledgement form ( to be provided by the Issuer on request );

   
(c)

if the Subscriber is resident in the Province of Saskatchewan or is subject to the securities laws of the Province of Saskatchewan, and the Subscriber is relying on the indicated criterion as set out in subsections II(a)(iv), II(a)(v) or II(a)(viii) or II(a)(ix) if the distribution is based in whole or in part on a close personal friendship or a close business association, the Subscriber has provided the Issuer with a signed risk acknowledgement form ( to be provided by the Issuer on request );



- 20 -

III.

MINIMUM AMOUNT INVESTMENT


(i)

the Subscriber is not an individual as that term is defined in applicable Canadian securities laws,

   
(i)

the Subscriber is purchasing the Units as principal for its own account and not for the benefit of any other person,

   
(ii)

the Units have an acquisition cost to the Subscriber of not less than $150,000, payable in cash at the Closing, and

   
(iii)

the Subscriber was not created and is not being used solely to purchase or hold securities in reliance on the prospectus exemption provided under Section 2.10 of NI 45-106, it pre-existed the Offering and has a bona fide purpose other than investment in the Units.

For the purposes of the Canadian Investor Questionnaire and Appendix “A” attached to the Canadian Investor Questionnaire:

  (a)

an issuer is “ affiliated ” with another issuer if

       
  (i)

one of them is the subsidiary of the other, or

       
  (ii)

each of them is controlled by the same person;

       
  (b)

control person ” means

       
  (i)

a person who holds a sufficient number of the voting rights attached to all outstanding voting securities of an issuer to affect materially the control of the issuer, or

       
  (ii)

each person in a combination of persons, acting in concert by virtue of an agreement, arrangement, commitment or understanding, which holds in total a sufficient number of the voting rights attached to all outstanding voting securities of an issuer to affect materially the control of the issuer,

       
    and, if a person or combination of persons holds more than 20% of the voting rights attached to all outstanding voting securities of an issuer, the person or combination of persons is deemed, in the absence of evidence to the contrary, to hold a sufficient number of the voting rights to affect materially the control of the issuer;
       
  (c)

director ” means

       
  (i)

a member of the board of directors of a company or an individual who performs similar functions for a company, and

       
  (ii)

with respect to a person that is not a company, an individual who performs functions similar to those of a director of a company;

       
  (d)

eligibility adviser ” means

       
  (i)

a person that is registered as an investment dealer and authorized to give advice with respect to the type of security being distributed; and



- 21 -

  (ii)

in Saskatchewan or Manitoba, also means a lawyer who is a practicing member in good standing with a law society of a jurisdiction of Canada or a public accountant who is a member in good standing of an institute or association of chartered accountants, certified general accountants or certified management accountants in a jurisdiction of Canada provided that the lawyer or public accountant must not:

       
  (A)

have a professional, business or personal relationship with the issuer, or any of its directors, executive officers, founders or control persons, and

       
  (B)

have acted for or been retained personally or otherwise as an employee, executive officer, director, associate or partner of a person that has acted for or been retained by the issuer or any of its directors, executive officers, founders or control persons within the previous 12 months;


  (e)

executive officer ” means, for an issuer, an individual who is

       
  (i)

a chair, vice-chair or president,

       
  (ii)

a vice-president in charge of a principal business unit, division or function including sales, finance or production, or

       
  (iii)

performing a policy-making function in respect of the issuer;

       
  (f)

financial assets ” means

       
  (i)

cash,

       
  (ii)

securities, or

       
  (iii)

a contract of insurance, a deposit or an evidence of a deposit that is not a security for the purposes of securities legislation;

       
  (g)

foreign jurisdiction ” means a country other than Canada or a political subdivision of a country other than Canada;

       
  (h)

founder ” means, in respect of an issuer, a person who,

       
  (i)

acting alone, in conjunction, or in concert with one or more persons, directly or indirectly, takes the initiative in founding, organizing or substantially reorganizing the business of the issuer, and

       
  (ii)

at the time of the distribution or trade is actively involved in the business of the issuer;

       
  (i)

fully managed account ” means an account of a client for which a person makes the investment decisions if that person has full discretion to trade in securities for the account without requiring the client’s express consent to a transaction;

       
  (j)

individual ” means a natural person, but does not include

       
  (i)

a partnership, unincorporated association, unincorporated syndicate, unincorporated organization or trust, or

       
  (ii)

a natural person in the person's capacity as a trustee, executor, administrator or personal or other legal representative;

       
  (k)

investment fund ” means a mutual fund or a non-redeemable investment fund, and, for great certainty in British Columbia, includes an employee venture capital corporation and a venture capital corporation as such terms are defined in National Instrument 81- 106 Investment Fund Continuous Disclosure ;



- 22 -

  (l)

jurisdiction ” or “jurisdiction of Canada” means a province or territory of Canada except when used in the term foreign jurisdiction;

         
  (m)

non-redeemable investment fund ” means an issuer:

         
  (i)

whose primary purpose is to invest money provided by its securityholders;

         
  (ii)

that does not invest

         
  (A)

for the purpose of exercising or seeking to exercise control of an issuer, other than an issuer that is a mutual fund or a non-redeemable investment fund, or

         
  (B)

for the purpose of being actively involved in the management of any issuer in which it invests, other than an issuer that is a mutual fund or a non-redeemable investment fund, and

         
  (iii)

that is not a mutual fund;

         
  (n)

person ” includes

         
  (i)

an individual;

         
  (ii)

a corporation;

         
  (iii)

a partnership, trust, fund and an association, syndicate, organization or other organized group of persons, whether incorporated or not; and

         
  (iv)

an individual or other person in that person’s capacity as a trustee, executor, administrator or personal or other legal representative;

         
  (o)

related liabilities ” means

         
  (i)

liabilities incurred or assumed for the purpose of financing the acquisition or ownership of financial assets, or

         
  (ii)

liabilities that are secured by financial assets; and

         
  (p)

spouse ” means, an individual who,

         
  (i)

is married to another individual and is not living separate and apart within the meaning of the Divorce Act (Canada), from the other individual,

         
  (ii)

is living with another individual in a marriage-like relationship, including a marriage-like relationship between individuals of the same gender, or

         
  (iii)

in Alberta, is an individual referred to in paragraph (i) or (ii), or is an adult interdependent partner within the meaning of the Adult Interdependent Relationships Act (Alberta).

Guidance On Accredited Investor Exemptions for Individuals

An individual accredited investor is an individual:

  (a)

who, either alone or with a spouse, beneficially owns financial assets (please see the guidance below regarding what financial assets are) having an aggregate realizable value that. before taxes but net of any related liabilities (please see the guidance below regarding what related liabilities are), exceeds $1,000,000;



- 23 -

  (b)

whose net income before taxes exceeded $200,000 in each of the 2 most recent calendar years or whose net income before taxes combined with that of a spouse exceeded $300,000 in each of the 2 most recent calendar years and who, in either case, reasonably expects to exceed that net income level in the current calendar year;

     
  (c)

who, either alone or with a spouse, has net assets (please see the guidance below regarding calculating net assets) of at least $5,000,000; and

     
  (d)

who beneficially owns financial assets (please see the guidance below regarding what financial assets are) having an aggregate realizable value that, before taxes but net of any related liabilities (please see the guidance below regarding what related liabilities are), exceeds $5,000,000.

The monetary thresholds above are intended to create bright-line standards. Subscribers who do not satisfy these monetary thresholds do not qualify as accredited investors.

Spouses

Sections (a), (b) and (c) above are designed to treat spouses as a single investing unit, so that either spouse qualifies as an accredited investor if the combined financial assets of both spouses exceed $1,000,000, the combined net income of both spouses exceeds $300,000, or the combined net assets of both spouses exceed $5,000,000. Section (d) above does not treat spouses as a single investing unit.

If the combined net income of both spouses does not exceed $300,000, but the net income of one of the spouses exceeds $200,000, only the spouse whose net income exceeds $200,000 qualifies as an accredited investor.

Financial Assets and Related Liabilities

For the purposes of Sections (a) and (d) above, “ financial assets ” means: (1) cash, (2) securities, or (3) a contract of insurance, a deposit or an evidence of a deposit that is not a security for the purposes of securities legislation. These financial assets are generally liquid or relatively easy to liquidate. The value of a subscriber’s personal residence is not included in a calculation of financial assets.

The calculation of financial assets must exclude “ related liabilities ”, meaning: (1) liabilities incurred or assumed for the purpose of financing the acquisition or ownership of financial assets, or (2) liabilities that are secured by financial assets.

As a general matter, it should not be difficult to determine whether financial assets are beneficially owned by an individual, an individual’s spouse, or both, in any particular instance. However, in the case where financial assets are held in a trust or in another type of investment vehicle for the benefit of an individual, there may be questions as to whether the individual beneficially owns the financial assets. The following factors are indicative of beneficial ownership of financial assets:


- 24 -

For example, securities held in a self-directed RRSP for the sole benefit of an individual are beneficially owned by that individual.

In general, financial assets in a spousal RRSP can be included for the purposes of the $1,000,000 financial asset test in Section (a) above because Section (a) takes into account financial assets owned beneficially by a spouse. However, financial assets in a spousal RRSP cannot be included for purposes of the $5,000,000 financial asset test in Section (d) above.

Financial assets held in a group RRSP under which the individual does not have the ability to acquire the financial assets and deal with them directly do not meet the beneficial ownership requirements in either Sections (a) or (d) above.

Net Assets

For the purposes of Section (c) above, “ net assets ” means all of a subscriber’s total assets minus all of the subscriber’s total liabilities. Accordingly, for the purposes of the net asset test, the calculation of total assets includes the value of a subscriber’s personal residence, and the calculation of total liabilities includes the amount of any liability (such as a mortgage) in respect of the subscriber’s personal residence.

To calculate a subscriber’s net assets under the net asset test, subtract the subscriber’s total liabilities from the subscriber’s total assets. The value attributed to assets should reasonably reflect their estimated fair value. Income tax is considered a liability if the obligation to pay it is outstanding at the time of the distribution of the security to the subscriber by the Company.

Guidance On Accredited Investor Exemptions for Corporations, Trusts and Other Entities

Accredited investors that are corporations, trusts or other entities include:

  (a)

a corporation, trust or other entity, other than an investment fund, that has net assets (please see the guidance below regarding calculating net assets) of at least $5,000,000 as shown on its most recently prepared financial statements in accordance with applicable generally accepted accounting principles and that has not been created or used solely to purchase or hold securities as an accredited investor;

     
  (b)

a corporation, trust or other entity in respect of which all of the owners of interests, direct, indirect or beneficial, except the voting securities required by law to be owned by directors, are persons that are accredited investors; and

     
  (c)

a trust established by an accredited investor for the benefit of the accredited investor’s family members of which a majority of the trustees are accredited investors and all of the beneficiaries are the accredited investor’s spouse, a former spouse of the accredited investor or a parent, grandparent, brother, sister, child or grandchild of that accredited investor, of that accredited investor’s spouse or of that accredited investor’s former spouse.

Net Assets

For the purposes of Section (a) above, “ net assets ” means all of the subscriber’s total assets minus all of the subscriber’s total liabilities. The minimum net asset threshold of $5,000,000 specified in Section (a) above must be shown on the entity’s most recently prepared financial statements. The financial statements must be prepared in accordance with applicable generally accepted accounting principles.


- 25 -

Guidance on Close Personal Friend and Close Business Associate Determination

A “ close personal friend ” of a director, executive officer, founder or control person of an issuer is an individual who knows the director, executive officer, founder or control person well enough and has known them for a sufficient period of time to be in a position to assess their capabilities and trustworthiness and to obtain information from them with respect to the investment.

The following factors are relevant to this determination:

  (a)

the length of time the individual has known the director, executive officer, founder or control person,

     
  (b)

the nature of the relationship between the individual and the director, executive officer, founder or control person including such matters as the frequency of contacts between them and the level of trust and reliance in the other circumstances, and

     
  (c)

the number of “close personal friends” of the director, executive officer, founder or control person to whom securities have been distributed in reliance on the private issuer exemption or the family, friends and business associates exemption.

An individual is not a close personal friend solely because the individual is:

  (a)

a relative,

     
  (b)

a member of the same club, organization, association or religious group,

     
  (c)

a co-worker, colleague or associate at the same workplace,

     
  (d)

a client, customer, former client or former customer,

     
  (e)

a mere acquaintance, or

     
  (f)

connected through some form of social media, such as Facebook, Twitter or LinkedIn.

The relationship between the individual and the director, executive officer, founder or control person must be direct. For example, the exemption is not available to a close personal friend of a close personal friend of a director of the issuer. Further, a relationship that is primarily founded on participation in an internet forum is not considered to be that of a close personal friend.

A “ close business associate ” is an individual who has had sufficient prior business dealings with a director, executive officer, founder or control person of the issuer to be in a position to assess their capabilities and trustworthiness and to obtain information from them with respect to the investment.

The following factors are relevant to this determination:

  (a)

the length of time the individual has known the director, executive officer, founder or control person,

     
  (b)

the nature of any specific business relationships between the individual and the director, executive officer, founder or control person, including, for each relationship, when it began, the frequency of contact between them and when it terminated if it is not ongoing, and the level of trust and reliance in the other circumstances,



- 26 -

  (c)

the nature and number of any business dealings between the individual and the director, executive officer, founder or control person, the length of the period during which they occurred, and the nature and date of the most recent business dealing, and

     
  (d)

the number of “close business associates” of the director, executive officer, founder or control person to whom securities have been distributed in reliance on the private issuer exemption or the family, friends and business associates exemption.

An individual is not a close business associate solely because the individual is:

  (a)

a member of the same club, organization, association or religious group,

     
  (b)

a co-worker, colleague or associate at the same workplace,

     
  (c)

a client, customer, former client or former customer,

     
  (d)

a mere acquaintance, or

     
  (e)

connected through some form of social media, such as Facebook, Twitter or LinkedIn.

The relationship between the individual and the director, executive officer, founder or control person must be direct. For example, the exemptions are not available for a close business associate of a close business associate of a director of the issuer. Further, a relationship that is primarily founded on participation in an internet forum is not considered to be that of a close business associate.

The Subscriber agrees that the above representations and warranties will be true and correct both as of the execution of this Questionnaire and as of the Closing and acknowledges that they will survive the completion of the issue of the Units.

The Subscriber acknowledges that the foregoing representations and warranties are made by the Subscriber with the intent that they be relied upon in determining the suitability of the Subscriber to acquire the Units and that this Questionnaire is incorporated into and forms part of the Agreement and the undersigned undertakes to immediately notify the Issuer of any change in any statement or other information relating to the Subscriber set forth herein which takes place prior to the closing time of the purchase and sale of the Units.

The Subscriber undertakes to immediately notify the Issuer of any change in any statement or other information relating to the Subscriber set forth in the Agreement or in this Questionnaire which takes place prior to the Closing. By completing this Questionnaire, the Subscriber authorizes the indirect collection of this information by each applicable regulatory authority or regulator and acknowledges that such information is made available to the public under applicable laws.


- 27 -

DATED as of  _______day of __________________, 2015.

  Print Name of Subscriber (or person signing as
  agent of the Subscriber)
     
     
  By:
    Signature
     
     
    Print Name and Title of Authorized
    Signatory (if Subscriber is not an individual)


- 28 -

APPENDIX “A”
TO CANADIAN INVESTOR QUESTIONNAIRE

Form 45-106F9
Form for Individual Accredited Investors

WARNING!
This investment is risky. Don’t invest unless you can afford to lose all the
money you pay for this investment.



- 29 -



- 30 -

EXHIBIT B

UNITED STATES ACCREDITED INVESTOR QUESTIONNAIRE

Capitalized terms used in this U.S. Questionnaire (this “ Questionnaire ”) and not specifically defined have the meaning ascribed to them in the Private Placement Subscription Agreement between the Subscriber and the Issuer to which this Exhibit B is attached.

This Questionnaire applies only to persons that are U.S. Purchasers. A “ U.S. Purchaser ” is (a) any U.S. Person, (b) any person purchasing the Units on behalf of any U.S. Person, (c) any person that receives or received an offer of the Units while in the United States, or (d) any person that is in the United States at the time the Subscriber’s buy order was made or this Agreement was executed or delivered.

The Subscriber understands and agrees that none of the Securities have been or will be registered under the 1933 Act, or applicable state, provincial or foreign securities laws, and the Securities are being offered and sold to the Subscriber in reliance upon the exemption provided in Section 4(2) of the 1933 Act and Rule 506 of Regulation D under the 1933 Act for non-public offerings. The Securities are being offered and sold within the United States only to “accredited investors” as defined in Rule 501(a) of Regulation D. The Securities offered hereby are not transferable except in accordance with the restrictions described herein.

The Subscriber represents, warrants, covenants and certifies (which representations, warranties, covenants and certifications will survive the Closing) to the Issuer (and acknowledges that the Issuer is relying thereon) that:

1.

it is not resident in Canada;

   
2.

it is acquiring the Securities for its own account, for investment purposes only and not with a view to any resale, distribution or other disposition of the Securities in violation of the United States securities laws;

   
3.

it (i) has adequate net worth and means of providing for its current financial needs and possible personal contingencies, (ii) has no need for liquidity in this investment, and (iii) is able to bear the economic risks of an investment in the Securities for an indefinite period of time;

   
4.

if the Subscriber is an individual (that is, a natural person and not a corporation, partnership, trust or other entity), then it satisfies one or more of the categories indicated below (please place an “X” on the appropriate lines):


   _____

a natural person whose individual net worth, or joint net worth with that person’s spouse, exceeds US$1,000,000. For purposes of this category, “net worth” means the excess of total assets at fair market value (including personal and real property, but excluding the estimated fair market value of a person’s primary home) over total liabilities. Total liabilities excludes any mortgage on the primary home in an amount of up to the home’s estimated fair market value as long as the mortgage was incurred more than 60 days before the Units are purchased, but includes (i) any mortgage amount in excess of the home’s fair market value and (ii) any mortgage amount that was borrowed during the 60 day period before the Closing Date for the purpose of investing in the Units,



- 31 -

  _____

a natural person who had an individual income in excess of US$200,000 in each of the two most recent years, or joint income with their spouse in excess of US$300,000 in each of those years, and has a reasonable expectation of reaching the same income level in the current year, or

     
   _____ a director or executive officer of the Issuer;

5.

if the Subscriber is a corporation, partnership, trust or other entity), then it satisfies one or more of the categories indicated below (please place an “X” on the appropriate lines):


   _____

an organization described in Section 501(c)(3) of the United States Internal Revenue Code, a corporation, a Massachusetts or similar business trust or partnership, not formed for the specific purpose of acquiring the Shares, with total assets in excess of US$5,000,000,

   

_____

a “bank” as defined under Section (3)(a)(2) of the 1933 Act or savings and loan association or other institution as defined in Section 3(a)(5)(A) of the 1933 Act acting in its individual or fiduciary capacity; a broker dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934 (United States); an insurance company as defined in Section 2(13) of the 1933 Act; an investment company registered under the Investment Company Act of 1940 (United States) or a business development company as defined in Section 2(a)(48) of such Act; a Small Business Investment Company licensed by the U.S. Small Business Administration under Section 301(c) or (d) of the Small Business Investment Act of 1958 (United States); a plan with total assets in excess of US$5,000,000 established and maintained by a state, a political subdivision thereof, or an agency or instrumentality of a state or a political subdivision thereof, for the benefit of its employees; an employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974 (United States) whose investment decisions are made by a plan fiduciary, as defined in Section 3(21) of such Act, which is either a bank, savings and loan association, insurance company or registered investment adviser, or if the employee benefit plan has total assets in excess of US$5,000,000, or, if a self-directed plan, whose investment decisions are made solely by persons that are accredited investors,

   

_____

a private business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940 (United States),

   

_____

a trust with total assets in excess of US$5,000,000, not formed for the specific purpose of acquiring the Securities, whose purchase is directed by a sophisticated person as described in Rule 506(b)(2)(ii) under the 1933 Act, or

   

_____

an entity in which all of the equity owners satisfy the requirements of one or more of the categories set forth in Section 4 above.


6.

if the Subscriber decides to offer, sell or otherwise transfer any of the Securities, it will not offer, sell or otherwise transfer any of such Securities directly or indirectly, unless:

     
(a)

the sale is to the Issuer,



- 32 -

  (b)

the sale is made outside the United States in a transaction meeting the requirements of Rule 904 of Regulation S under the 1933 Act and in compliance with applicable local laws and regulations in which such sale is made;

     
  (c)

the sale is made pursuant to the exemption from the registration requirements under the 1933 Act provided by Rule 144 thereunder and in accordance with any applicable state securities or “blue sky” laws, or

     
  (d)

the Securities are sold in a transaction that does not require registration under the 1933 Act or any applicable state laws and regulations governing the offer and sale of securities, and

     
  (e)

it has prior to such sale pursuant to subsection (c) or (d) furnished to the Issuer an opinion of counsel of recognized standing reasonably satisfactory to the Issuer, to such effect;


7.

it understands and acknowledges that upon the issuance thereof, and until such time as the same is no longer required under the applicable requirements of the 1933 Act or applicable U.S. state laws and regulations, the certificates representing the Securities, and all securities issued in exchange therefor or in substitution thereof, will bear a legend in substantially the following form:

“THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”). THE HOLDER HEREOF, BY PURCHASING SUCH SECURITIES, AGREES FOR THE BENEFIT OF COUNTERPATH CORPORATION (THE “ ISSUER ”) THAT SUCH SECURITIES MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED ONLY (A) TO THE ISSUER; (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT OR (C) IN ACCORDANCE WITH THE EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER, IF AVAILABLE, AND IN COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES LAWS; OR (D) IN A TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAWS, AND, IN THE CASE OF PARAGRAPH (C) OR (D), THE SELLER FURNISHES TO THE ISSUER AN OPINION OF COUNSEL OF RECOGNIZED STANDING IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO SUCH EFFECT. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE GOOD DELIVERY IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA.”

Delivery of certificates bearing such a legend may not constitute “good delivery” in settlement of transactions on Canadian stock exchanges or over-the-counter markets. If the Issuer is a “foreign issuer” with no “substantial U.S. market interest” (all within the meaning of Regulation S under the 1933 Act) at the time of sale, a new certificate, which will constitute “good delivery”, will be made available to the purchaser upon provision by the Subscriber of a declaration together with such other evidence of the availability of an exemption as the Issuer or its transfer agent may reasonably require;

   
8.

it consents to the Issuer making a notation on its records or giving instructions to any transfer agent of the Issuer in order to implement the restrictions on transfer set forth and described in this Questionnaire and the Agreement;



- 33 -

9.

it is resident in the United States of America, its territories and possessions or any state of the United States or the District of Columbia (collectively the “ United States ”), is a “U.S. Person” as such term is defined in Regulation S or was in the United States at the time the Securities were offered or the Agreement was executed; and

   
10.

it understands that the Issuer has no obligation to register the Securities or to take action so as to permit sales pursuant to the 1933 Act (including Rule 144 thereunder).

The Subscriber undertakes to notify the Issuer immediately of any change in any representation, warranty or other information relating to the Subscriber set forth herein which takes place prior to the Closing.

Dated _____________________________, 2015.

  X
  Signature of individual (if Subscriber is an
  individual)
 
  X
  Authorized signatory (if Subscriber is not an
  individual)
 
   
  Name of Subscriber (please print)
   
 
  Name of authorized signatory (please print)


- 34 -

EXHIBIT C

RISK ACKNOWLEDGEMENT FORM

Risk Acknowledgement under BCI 32-513
Registration exemption for trades
in connection with certain prospectus-exempt distributions
 
Name of Issuer: COUNTERPATH CORPORATION
 
Name of Seller: __________________________________________
 
I acknowledge that
 
o the person selling me these securities is not registered with a securities regulatory authority and is prohibited from telling me that this investment is suitable for me;
   
o the person selling me these securities does not act for me;
   
o this is a risky investment and I could lose all my money;
   
o the person selling me these securities has not provided financial services to me other than in connection with a Prospectus-Exempt Distribution;
   
o the person selling me these securities does not hold or have access to my assets;
   
o I am investing entirely at my own risk.
 
 
Date
 
_____________________________________
Signature of Subscriber
 
_____________________________________
Print name of Subscriber
 
_____________________________________
Name of salesperson acting on behalf of seller
 
Sign two copies of this document. Keep one copy for your records.

National Instrument 45-106 Prospectus and Registration Exemptions may require you to sign an additional risk acknowledgement form. If you want advice about the merits of this investment and whether these securities are a suitable investment for you, contact a registered adviser or dealer.



THE SECURITIES REPRESENTED HEREBY HAVE BEEN OFFERED IN AN OFFSHORE TRANSACTION TO A PERSON WHO IS NOT A U.S. PERSON (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”).

NONE OF THE SECURITIES REPRESENTED HEREBY HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES (AS DEFINED HEREIN) OR TO U.S. PERSONS EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE 1933 ACT. “UNITED STATES” AND “U.S. PERSON” ARE AS DEFINED BY REGULATION S UNDER THE 1933 ACT.

UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THE SECURITIES SHALL NOT TRADE THE SECURITIES BEFORE JANUARY 5 , 2016.

THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE LISTED ON THE TORONTO STOCK EXCHANGE BUT CANNOT BE TRADED THROUGH THE FACILITIES OF THE EXCHANGE SINCE THEY ARE NOT FREELY TRANSFERABLE AND CONSEQUENTLY ANY CERTIFICATE REPRESENTING SUCH SECURITIES IS NOT “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON THE TORONTO STOCK EXCHANGE.

COUNTERPATH CORPORATION
(A Nevada Corporation)

WARRANT CERTIFICATE

CERTIFICATE NO. 09- -2015-  
NUMBER OF WARRANTS: ______ RIGHT TO PURCHASE ___________ COMMON SHARES

THESE WARRANTS WILL EXPIRE AND BECOME NULL AND VOID
AT THE TIME OF EXPIRY (AS DEFINED BELOW).

COMMON SHARE PURCHASE WARRANTS
TO PURCHASE COMMON SHARES OF COUNTERPATH CORPORATION

This is to certify that, for value received, ________________ (the “ Holder ”) is the registered holder of ________________ Common Share Purchase Warrants (the “ Warrants ”). Each Warrant will entitle the Holder, upon and subject to the terms and conditions attached to this certificate or any replacement certificate (in either case the “ Warrant Certificate ”) as Appendix “A” (the “ Terms and Conditions ”), to acquire from CounterPath Corporation (the “ Company ”) one fully paid and non-assessable common share of the Company (a “ Warrant Share ”), at any time before 5:00 pm (Vancouver time) on September 4, 2017 (the “ Time of Expiry ”), by surrendering to the Company, at Suite 300, One Bentall Centre, 505 Burrard Street, Vancouver, British Columbia, V7X 1M3, this Warrant Certificate with a subscription in the form attached hereto as Appendix “A” (a “ Subscription Form ”), duly completed and executed, and cash, bank draft, certified cheque, money order or wire transfer or other immediately available funds in lawful money of the United States, payable to the order of the Company in Vancouver, British Columbia, in an amount equal to the purchase price per Warrant Share multiplied by the number of Warrant Shares being purchased. Subject to adjustment thereof in the events and in the manner set forth in the Terms and Conditions, the purchase price per Warrant Share on the exercise of each Warrant evidenced hereby shall be US$0.75 per Warrant Share.


- 2 -

These Warrants are issued subject to the Terms and Conditions and the Holder may exercise the right to purchase Warrant Shares only in accordance with the Terms and Conditions.

Nothing contained herein or in the Terms and Conditions will confer any right upon the Holder or any other person to subscribe for or purchase any Warrant Shares at any time subsequent to the Time of Expiry, and from and after such time, this Warrant Certificate and all rights hereunder will be void and of no value.

IN WITNESS WHEREOF the Company has caused this Warrant Certificate to be executed.

DATED at the City of Vancouver, in the Province of British Columbia, the 4th day of September, 2015.

COUNTERPATH CORPORATION

Per:    
  David Karp  


- 3 -

PLEASE NOTE THAT ALL SHARE CERTIFICATES ISSUED UPON EXERCISE HEREOF MUST BE LEGENDED AS FOLLOWS DURING THE CURRENCY OF APPLICABLE HOLD PERIODS:

THE SECURITIES REPRESENTED HEREBY HAVE BEEN OFFERED IN AN OFFSHORE TRANSACTION TO A PERSON WHO IS NOT A U.S. PERSON (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”).

NONE OF THE SECURITIES REPRESENTED HEREBY HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES (AS DEFINED HEREIN) OR TO U.S. PERSONS EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE 1933 ACT. “UNITED STATES” AND “U.S. PERSON” ARE AS DEFINED BY REGULATION S UNDER THE 1933 ACT.

UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THE SECURITIES SHALL NOT TRADE THE SECURITIES BEFORE JANUARY 5 , 2016.

THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE LISTED ON THE TORONTO STOCK EXCHANGE BUT CANNOT BE TRADED THROUGH THE FACILITIES OF THE EXCHANGE SINCE THEY ARE NOT FREELY TRANSFERABLE AND CONSEQUENTLY ANY CERTIFICATE REPRESENTING SUCH SECURITIES IS NOT “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON THE TORONTO STOCK EXCHANGE.


APPENDIX “A”

TERMS AND CONDITIONS dated September 4, 2015 (the “ Terms and Conditions ”), attached to the Common Share Purchase Warrants issued by CounterPath Corporation.

1.

Definitions

In these Terms and Conditions, unless there is something in the subject matter or context inconsistent therewith:

  (a)

Affiliate ” or “ affiliate ” means, unless otherwise specified, an affiliate within the meaning of Section 1.2 of National Instrument 45-106 – Prospectus Exemptions ;

     
  (b)

Business Day ” means any day of the year, other than a Saturday, a Sunday or any day on which banks are required or authorized to close in Vancouver, British Columbia;

     
  (c)

Company ” means CounterPath Corporation or a successor corporation as a result of a consolidation, amalgamation or merger with or into any other corporation or corporations, or as a result of the conveyance or transfer of all or substantially all of the properties and estates of the Company as an entirety to any other corporation and thereafter “Company” will mean such successor corporation;

     
  (d)

Exercise Date ” has the meaning given to such term in Section 5(a);

     
  (e)

Exercise Price ” means US$0.75 per Warrant Share, subject to adjustment as provided in the Terms and Conditions;

     
  (f)

Expiry Date ” means September 4, 2017;

     
  (g)

herein ”, “ hereby ” and similar expressions refer to these Terms and Conditions as the same may be amended or modified from time to time;

     
  (h)

Holder ” or “ Holders ” has the meaning ascribed to it on page 1 of the Warrant Certificate;

     
  (i)

Issuance Date ” means the date hereof;

     
  (j)

Lien ” means (i) any mortgage, charge, pledge, hypothecation, security interest, assignment by way of security, encumbrance, lien (statutory or otherwise), hire purchase agreement, conditional sale agreement, deposit arrangement, title retention agreement or arrangement; (ii) any trust arrangement; (iii) any arrangement which creates a right of set- off out of the ordinary course of business; (iv) any option, warrant, right or privilege capable of becoming a transfer; or (v) any agreement to grant any such rights or interests;

     
  (k)

person ” means a natural person, corporation, limited liability corporation, unlimited liability corporation, joint stock corporation, partnership, limited partnership, limited liability partnership, trust, trustee, any unincorporated organization, joint venture or any other entity and words importing persons have a similar meaning;

     
  (l)

Section ” followed by a number refers to the specified Section of these Terms and Conditions;



- 2 -

  (m)

Shares ” means the common shares in the capital of the Company;

     
  (n)

Subscription Form ” means the form attached to these Terms and Conditions as Appendix “B”;

     
  (o)

Time of Expiry ” means 5:00 pm (Vancouver Time) on the Expiry Date;

     
  (p)

Transfer Agent ” means Computershare Investor Services Inc., 3 rd Floor – 510 Burrard Street, in the City of Vancouver, Province of British Columbia, V6C 3B9;

     
  (q)

Warrants ” means the Common Share Purchase Warrants of the Company issued and presently authorized and for the time being outstanding;

     
  (r)

Warrant Certificate ” means the warrant certificate representing the Warrants and issued to the Holder; and

     
  (s)

Warrant Shares ” means the Shares issuable upon exercise of the Warrants.


2.

Interpretation

The division of these Terms and Conditions into sections and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation thereof. Words importing the singular number include the plural and vice versa and words importing the masculine gender include the feminine and neuter genders.

3.

Adjustment of Exercise Price and Number of Warrant Shares

The Exercise Price and the number of Warrant Shares deliverable upon the exercise of the Warrants shall be subject to adjustment in the event and in the manner following:

  (a)

Adjustments for Subdivision and/or Consolidation of Outstanding Shares . If the Company at any time after the Issuance Date subdivides (by any stock split, stock dividend, recapitalization or otherwise) one or more classes of its outstanding Shares into a greater number of Shares, any Exercise Price in effect immediately prior to such subdivision will be proportionately reduced and the number of Warrant Shares obtainable upon exercise of this Warrant Certificate will be proportionately increased. If the Company at any time after the Issuance Date consolidates (by combination, reverse stock split or otherwise) one or more classes of its outstanding Shares into a smaller number of Shares, any Exercise Price in effect immediately prior to such consolidation will be proportionately increased and the number of Warrant Shares issuable upon exercise of this Warrant Certificate will be proportionately decreased. Any adjustment under this Section 3(a) shall become effective at the close of business on the date the subdivision or consolidation becomes effective.

       
  (b)

Adjustment for Merger or Reorganization, etc . If at any time after the Issuance Date there occurs:

       
 

(i)

a reclassification or redesignation of the Shares, any change of the Shares into other shares or securities or any other capital reorganization involving the Shares other than transactions covered by Subsections 3(a);



- 3 -

  (ii)

a consolidation, amalgamation or merger of the Company with or into any other body corporate, or plan of arrangement involving the Company, which results in a reclassification or redesignation of the Shares or a change or exchange of the Shares into other shares or securities; or

     
  (iii)

the transfer of the undertaking or assets of the Company as an entirety or substantially as an entirety to another corporation or entity;

(any of such events being herein called a “ Capital Reorganization ”), after the effective date of the Capital Reorganization:

  (iv)

the Holder will be entitled to receive upon exercise of the Warrants, in lieu of the number of Warrant Shares to which the Holder was theretofore entitled upon the exercise of the Warrants, the kind and aggregate number of shares and other securities or property resulting from the Capital Reorganization which the Holder would have been entitled to receive as a result of the Capital Reorganization if, on the effective date thereof, the Holder had been the registered holder of the number of Shares to which the Holder was theretofore entitled to purchase or receive upon the exercise of the Warrants; and

     
  (v)

the Exercise Price shall, on the effective date of the Capital Reorganization, be adjusted by multiplying the Exercise Price in effect immediately prior to such Capital Reorganization by the number of Warrant Shares purchasable pursuant to this Warrant Certificate immediately prior to the Capital Reorganization, and dividing the product thereof by the number of successor securities determined in Subsection 3(b)(iv) above.


 

If necessary, as a result of any Capital Reorganization, appropriate adjustments will be made in the application of the provisions of this Warrant Certificate with respect to the rights and interest thereafter of the Holder to the end that the provisions of this Warrant Certificate will thereafter correspondingly be made applicable as nearly as may reasonably be possible in relation to any shares or other securities or property thereafter deliverable upon the exercise of the Warrants.

     
  (c)

Notices Of Record Date . Upon (i) the establishment by the Company of a record date of the holders of any class of securities for the purpose of determining the holders thereof who are entitled to receive any dividend or other distribution, or (ii) any capital reorganization of the Company, any reclassification or recapitalization of the capital stock of the Company, any merger or consolidation of the Company with or into any other Company, or any transfer of all or substantially all the assets of the Company to any other person or any voluntary or involuntary dissolution, liquidation or winding up of the Company, the Company shall courier to the Holder at least ten (10) days prior to the record date specified therein a notice specifying (A) the date on which any such record date is to be taken for the purpose of such dividend or distribution and a description of such dividend or distribution, (B) the date on which any such reorganization, reclassification, transfer, consolidation, merger, dissolution, liquidation or winding up is expected to become effective, and (C) the date, if any, that is to be fixed as to when the holders of record of Shares (or other securities), shall be entitled to exchange their Shares (or other securities), for securities or other property deliverable upon such reorganization, reclassification transfer, consolidation, merger, dissolution, liquidation or winding up.



- 4 -

  (d)

Certificate Of Adjustment . In each case of an adjustment or readjustment of the Exercise Price or the number of Warrant Shares or other securities issuable upon conversion of this Warrant Certificate, the Company, at its own expense, shall cause its Secretary or Treasurer to compute such adjustment or readjustment in accordance with the provisions hereof and prepare a certificate showing such adjustment or readjustment, and shall send such certificate by courier to the Holder at the Holder’s address set forth in Section 13. The certificate shall set forth such adjustment or readjustment, showing in detail the facts upon which such adjustment or readjustment is based. No adjustment in the Exercise Price shall be required to be made unless it would result in an increase or decrease of at least one cent, but any adjustments not made because of this sentence shall be carried forward and taken into account in any subsequent adjustment otherwise required hereunder.


4.

Method of Exercise of Warrants

The right to purchase Shares conferred by this Warrant may be exercised at any time, and from time to time, before the Time of Expiry, in whole or in part, by the Holder of this Warrant by surrendering it to the Company, with a duly completed and executed Subscription Form together with cash, a bank draft, certified cheque, money order, wire transfer or other immediately payable funds, payable to or to the order of the Company in Vancouver, British Columbia, for the aggregate Exercise Price applicable at the time of surrender in respect of the Warrant Shares subscribed for in lawful money of the United States.

5.

Effect of Exercise of Warrants

     
(a)

On the date the Company receives a duly executed Subscription Form and the aggregate Exercise Price for the number of Warrant Shares specified in the Subscription Form (the “ Exercise Date ”), the Warrant Shares so subscribed for will be deemed to have been issued and such persons will be deemed to have become the Holder (or Holders) of record of such Warrant Shares on such date.

     
(b)

As promptly as practicable after the Exercise Date and, in any event, within ten (10) business days of the Exercise Date, the Company shall forthwith cause to be delivered to the person or persons in whose name or names the Warrant Shares so subscribed for are to be issued as specified in such Subscription Form or couriered to him or them at his or their respective addresses specified in such Subscription Form, a certificate or certificates for the appropriate number of fully paid and non-assessable Warrant Shares not exceeding those which the Holder is entitled to purchase pursuant to the Warrant surrendered.

     
6.

Subscription for Less than Entitlement

The Holder of any Warrant may subscribe for and purchase a number of Warrant Shares less than the number which the Holder is entitled to purchase pursuant to the surrendered Warrant Certificate. In the event of any purchase of a number of Warrant Shares less than the number which can be purchased pursuant to the Warrant Certificate, the Holder, upon exercise thereof, shall be entitled to receive a new Warrant Certificate in respect of the balance of the Warrant Shares which the Holder was entitled to purchase pursuant to the surrendered Warrant Certificate and which were not then purchased.


- 5 -

7.

Warrants for Fractions of Shares

To the extent that the Holder of any Warrant is entitled to receive on the exercise or partial exercise thereof a fraction of a Share, such right may be exercised in respect of such fraction only in combination with another Warrant or other Warrants which in the aggregate entitle the Holder to receive a whole number of such Shares.

8.

Expiration of Warrants

After the expiration of the period within which a Warrant is exercisable, all rights thereunder shall wholly cease and terminate and such Warrants shall be void and of no further force and effect.

9.

Replacement of Lost Warrants

     
(a)

In case a Warrant Certificate shall become mutilated, lost, destroyed or stolen, the Company shall issue and deliver a new Warrant Certificate of like date and tenure as the one mutilated, lost, destroyed or stolen, in exchange for and in place of and upon cancellation of such mutilated Warrant Certificate, or in lieu of, and in substitution for such lost, destroyed or stolen Warrant Certificate and the substituted Warrant Certificate shall be entitled to all benefits hereunder and rank equally in accordance with its terms with all other Warrants issued or to be issued by the Company.

     
(b)

The applicant for the issue of a new warrant certificate pursuant hereto shall bear the cost of the issue thereof and in case of loss, destruction or theft shall furnish to the Company evidence of ownership and of loss, destruction or theft of the Warrant Certificate so lost, destroyed or stolen as will be satisfactory to the Transfer Agent in accordance with its usual policies and procedures and such applicant may also be required to furnish indemnity in the amount and form satisfactory to the Transfer Agent in accordance with its usual policies and procedures, and shall pay the reasonable charges of the Company in connection therewith.

     
10.

Warrant Holder Not a Shareholder

The holding of a Warrant Certificate shall not constitute the Holder thereof a shareholder of the Company, nor entitle him to any right or interest in respect thereof except as expressly provided in the Warrant Certificate.

11.

Exchange of Warrants

     
(a)

Warrants in any authorized denomination may, upon compliance with the reasonable requirements of the Company, be exchanged for Warrants in any other authorized denomination of the same series and date of expiry entitling the Holder thereof to purchase any equal aggregate number of Warrant Shares at the same exercise price and on the same terms as the Warrants so exchanged.

     
(b)

Warrants may be exchanged at the office of the Company. Any Warrants tendered for exchange shall be surrendered to the Company and cancelled.



- 6 -

12.

Ownership and Transfer of Warrants

     
(a)

The Holder may not transfer the Warrants, except to one or more Affiliates of the Holder (an “ Approved Transferee ”).

     
(b)

Subject to applicable law, the Holder may transfer the Warrants to an Approved Transferee by delivering to the Company, at any time prior to the Time of Expiry, at its principal office, this Warrant Certificate with the transfer form duly completed and executed by the Holder or its legal representative or attorney, duly appointed by an instrument in writing in form and manner satisfactory to the Company. Notwithstanding the foregoing, the Company may refuse to permit the transfer of any Warrants if such transfer would constitute a violation of the securities laws of any jurisdiction. Subject to the foregoing, the Company shall issue a new Warrant Certificate, representing the transferred Warrants, registered in the name of Approved Transferee or as the Approved Transferee may direct and, if not all Warrants represented by a surrendered Warrant Certificate are transferred, a new Warrant Certificate, representing the Warrants not so transferred, and registered in the name of the Holder.

     
13.

Notice to the Company and the Holder

     
(a)

Any notice, direction or other communication (each a “ Notice ”) given regarding the matters contemplated by the Terms and Conditions must be in writing, sent by personal delivery, courier or facsimile (but not by electronic mail) and addressed:


  To the Holder at the address set forth on page 1 of the Warrant Certificate
   
  To the Company at:
   
                     CounterPath Corporation
                     Suite 300, One Bentall Centre
                     505 Burrard Street
                     Vancouver, BC, V7X 1M3
                     Attention: David Karp
                     Facsimile No.: 1.604.320.3399
                     Email: dkarp@counterpath.com
   
  With a copy to:
   
                     Clark Wilson LLP
                     Barristers and Solicitors
                     900 – 885 West Georgia Street
                     Vancouver, BC V6C 3H1
                     Attention: Virgil Hlus
                     Facsimile No: 1.604.687.6314
                     Email: vhlus@cwilson.com


- 7 -

  (b)

A Notice is deemed to be delivered and received: (i) if sent by personal delivery, on the date of delivery if it is a Business Day and the delivery was made prior to 4:00 p.m. (local time in place of receipt) and otherwise on the next Business Day; (ii) if sent by same-day service courier, on the date of delivery if sent on a Business Day and delivery was made prior to 4:00 p.m. (local time in place of receipt) and otherwise on the next Business Day; (iii) if sent by overnight courier, on the next Business Day; or (iv) if sent by facsimile or electronic mail, on the Business Day following the date of confirmation of transmission by the originating facsimile or electronic mail message. A Party may change its address for service from time to time by providing a Notice in accordance with the foregoing. Any subsequent Notice must be sent to the Party at its changed address. Any element of a Party’s address that is not specifically changed in a Notice will be assumed not to be changed.


14.

Covenants of the Company

The Company represents and warrants that it is authorized to create and issue the Warrants and covenants and agrees that it will cause the Warrant Shares from time to time subscribed for and purchased in the manner provided in this Warrant Certificate, and the certificate representing such Warrant Shares, to be issued in accordance with the terms of this Warrant Certificate and that at all times prior to the Time of Expiry, it will reserve and there will remain unissued a sufficient number of Warrant Shares to satisfy the right of purchase provided for in this Warrant Certificate. All Warrant Shares which are issued upon the exercise of the right of purchase provided in this Warrant Certificate, upon payment therefor of the amount at which such Warrant Shares may be purchased pursuant to the provisions of this Warrant Certificate, shall be issued and be deemed to be issued as fully paid and non-assessable shares, free and clear of any and all Liens, charges or taxes.

15.

Applicable Law

This Warrant Certificate and the Warrants shall be construed in accordance with the laws of the Province of British Columbia and the laws of Canada applicable thereto and shall be treated in all respects as British Columbia contracts. The Holder irrevocably attorns to the jurisdiction of the courts of the Province of British Columbia.

16.

Time of the Essence

Time shall be of the essence of this Warrant Certificate.

17.

Severability

If any provision of this Warrant Certificate is determined to be illegal, invalid or unenforceable, by an arbitrator or any court of competent jurisdiction from which no appeal exists or is taken, that provision will be severed from this Warrant Certificate and the remaining provisions will remain in full force and effect.

18.

Currency

Unless otherwise provided, all dollar amounts referred to in this Warrant Certificate and these Terms and Conditions are in lawful money of the United States of America.


- 8 -

19.

Successors

This Warrant Certificate will enure to the benefit of and will be binding upon the Company and its heirs, administrators, executors, legal personal representatives and successors.


APPENDIX “A”

SUBSCRIPTION FORM

(ONE COMMON SHARE PURCHASE WARRANT IS
REQUIRED TO SUBSCRIBE FOR EACH COMMON SHARE)

TO: CounterPath Corporation
  Suite 300, One Bentall Centre
  505 Burrard Street
  Vancouver, BC V7X 1M3

The undersigned, bearer of the attached Common Share Purchase Warrants, hereby subscribes for _____________ of the common shares of CounterPath Corporation (the “ Company ”) referred to in the Warrant Certificate according to the conditions thereof and herewith makes payment of the purchase price in full for the said number of shares at the price of US$0.75 per share (or the adjusted price of $ _________ per share). Cash, a bank draft, a certified cheque, a money order, a wire transfer or other immediately available funds is enclosed herewith, or have been otherwise delivered to you, for such amount. The undersigned represents that, at the time of exercise of the Warrants, all of the representations and warranties contained in the Subscription Agreement between the Company and the undersigned Holder pursuant to which these Warrants were issued are true and accurate.

The undersigned hereby directs that the shares hereby subscribed for be issued and delivered as follows:

Name(s) in Full   Address(es)     Number of Shares  
                     
             
             

(Please print full names in which share certificates are to be issued.)

DATED this ______ day of ___________________ , 20_____.

  X
  Signature of individual (if Subscriber is an
  individual)
 
  X
  Authorized signatory (if Subscriber is not an
  individual)
 
   
  Name of Subscriber (please print)
   
 
  Name of authorized signatory (please print)

TERMS AND CONDITIONS

The Warrants are issued subject to the Terms and Conditions for the time being governing the holding of Warrants in the Company.


- 2 -

LEGENDS

The certificates representing the shares acquired on the exercise of the Warrants will bear the following legend:

THE SECURITIES REPRESENTED HEREBY HAVE BEEN OFFERED IN AN OFFSHORE TRANSACTION TO A PERSON WHO IS NOT A U.S. PERSON (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”).

NONE OF THE SECURITIES REPRESENTED HEREBY HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES (AS DEFINED HEREIN) OR TO U.S. PERSONS EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE 1933 ACT. “UNITED STATES” AND “U.S. PERSON” ARE AS DEFINED BY REGULATION S UNDER THE 1933 ACT.

UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THE SECURITIES SHALL NOT TRADE THE SECURITIES BEFORE JANUARY 5, 2016.

THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE LISTED ON THE TORONTO STOCK EXCHANGE BUT CANNOT BE TRADED THROUGH THE FACILITIES OF THE EXCHANGE SINCE THEY ARE NOT FREELY TRANSFERABLE AND CONSEQUENTLY ANY CERTIFICATE REPRESENTING SUCH SECURITIES IS NOT “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON THE TORONTO STOCK EXCHANGE.




CounterPath Announces Closing of Private Placement

VANCOUVER, BC, Canada — September 4, 2015 — CounterPath Corporation (“CounterPath” or the “Company”) (NASDAQ: CPAH) (TSX: CCV), a developer of award-winning over-the-top (OTT) Unified Communications solutions for enterprises and operators, today announced that it has raised gross proceeds of US$1,465,000 by way of a previously announced non-brokered private placement (the “Offering”) of units at a price of US$0.50 per unit (the “Units”).

Each Unit consists of one common share and one-half of one common share purchase warrant, with each whole warrant entitling the holder to acquire an additional common share at an exercise price of US$0.75 per common share for a period of two years from the closing date.

The net proceeds from the Offering will be used for sales and marketing, working capital and general corporate purposes.

The Company may close an additional tranche of the private placement on the same terms as the Offering on or before September 25, 2015.

All of the securities to be issued by the Company in connection with the Offering will be subject to hold periods expiring on January 5, 2016 under Canadian securities laws, and will also be subject to applicable hold periods under United States securities laws. None of the securities issued have been registered under the United States Securities Act of 1933, as amended (the “1933 Act”), and none of them may be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the 1933 Act. This press release shall not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of the securities in any State where such offer, solicitation, or sale would be unlawful.

Early Warning Disclosure

Kanata Research Park Corporation (“KRPC”), located at 555 Legget Drive, Suite 206, Kanata, Ontario, Canada K3K 2X3, purchased 1,500,000 Units issued pursuant to the Offering for aggregate consideration of US$750,000 in reliance on the prospectus exemption contained in section 2.10 of National Instrument 45-106 Prospectus Exemptions. KRPC acquired the Units for investment purposes. Wesley Clover International Corporation (“Wesley Cover”) owns 100% of the issued and outstanding voting shares of KRPC. Dr. Terence H. Matthews, with business address of 390 March Road, Suite 110, Kanata, Ontario, Canada K2K 0G7, owns 99.999% of the issued and outstanding voting shares of Wesley Clover.

The Shares acquired by KRPC represent 3.3% of the Shares of the Company outstanding as of September 4, 2015, prior to the exercise of any Warrants, and 4.9% assuming exercise of the Warrants.

Following the acquisition by KRPC, KRPC owns 11,382,037 Shares, including 750,000 Shares that may be acquired upon the exercise by KRPC of the Warrants and 239,012 Shares that may be acquired on the conversion of deferred share units (each, a “DSU”) of the Issuer (which DSU’s are held directly by Dr. Matthews). The 11,382,037 Shares represent 24.6% of the Shares outstanding as of September 4, 2015, which includes 750,000 Shares that may be acquired on the exercise of warrants held by KRPC and 239,012 Shares that may be acquired on the conversion of DSUs.


- 2 -

An early warning report in respect of the above transaction will be filed with the relevant Canadian securities regulatory authorities. A copy of such report may be obtained from SEDAR at www.sedar.com or by contacting David Karp at 604-628-9364.

KMB Trac Two Holdings Ltd. (“KMB”), located at 3540 Morgan Creek Way, Surrey, British Columbia, Canada V3Z 0J7, purchased 1,300,000 Units issued pursuant to the Offering for aggregate consideration of US$650,000 in reliance on the prospectus exemption contained in section 2.10 of National Instrument 45-106 Prospectus Exemptions. KMB acquired the Units for investment purposes. Karen Bruk is the sole shareholder of KMB. Karen Bruk and Steven Bruk, Mrs. Bruk’s spouse, exercise shared investment power over the Shares of the Company held by Karen Bruk and KMB. Steven Bruk is the legal and beneficial owner of 150,468 Shares.

The Shares acquired by KMB represent 2.9% of the Shares of the Company outstanding as of September 4, 2015, prior to the exercise of any Warrants, and 4.2% assuming exercise of the Warrants.

Following the acquisition by KMB, KMB owns 5,070,050 Shares, including 650,000 Shares that may be acquired upon the exercise by KMB of the Warrants and 146,000 Shares held directly by Karen Bruk. The 5,070,050 Shares represent 11.0% of the Shares outstanding as of September 4, 2015, which includes 650,000 Shares that may be acquired on the exercise of warrants held by KMB. Including the 150,468 Shares held by Steven Bruk, the 5,220,518 Shares represent 11.3% of the Shares outstanding as of September 4, 2015.

An early warning report in respect of the above transaction will be filed with the relevant Canadian securities regulatory authorities. A copy of such report may be obtained from SEDAR at www.sedar.com or by contacting David Karp at 604-628-9364.

About CounterPath
CounterPath’s SIP-based VoIP softphones are changing the face of telecommunications. An industry and user favorite, Bria softphones for desktop and mobile devices, together with the Company’s server applications and Fixed Mobile Convergence (FMC) solutions, enable service providers, OEMs and enterprises to offer a seamless and unified communications experience across both fixed and mobile networks. Standards-based, cost-effective and reliable, CounterPath’s award-winning solutions power the voice and video calling, messaging, and presence offerings of customers such as Alcatel-Lucent, AT&T, Avaya, BroadSoft, BT, Cisco Systems, GENBAND, Metaswitch Networks, Mitel, NEC, Network Norway, Rogers and Verizon.

For more information about CounterPath’s Bria softphone applications and provisioning solutions, visit: www.counterpath.com/products .

Contacts:
David Karp
Chief Financial Officer
Email: dkarp@counterpath.com
Tel: (604) 628-9364
 
Steven Hards
Vice President of Investor Relations
Email: shards@counterpath.com
Tel: (604) 637-6498


- 3 -

Forward-looking Statements

This news release contains "forward-looking statements". Statements in this news release which are not purely historical, are forward-looking statements and include any statements regarding beliefs, plans, outlook, expectations or intentions regarding the future such as the following: (1) the net proceeds received by CounterPath from the Offering will be used for sales and marketing, working capital and general corporate purposes and (2) the Company may close an additional tranche of the private placement on the same terms as the Offering on or before September 25, 2015.

The forward-looking statements involve risks and uncertainties. It is important to note that actual outcomes and the Company’s actual results could differ materially from those in such forward-looking statements. Actual results could differ from those projected in any forward-looking statements due to numerous factors. Such factors include, among others: (1) lack of cash flow which may affect the Company’s ability to continue to develop its technology and market its products (2) the variability in CounterPath’s sales from reporting period to reporting period due to extended sales cycles as a result of selling CounterPath’s products through channel partners or the length of time of deployment of CounterPath’s products by its customers, (3) the Company’s ability to manage its operating expenses, which may adversely affect its financial condition, (4) a decline in the Company’s stock price or insufficient investor interest in the Company’s securities which may impact on the Company’s ability to raise additional financing as required or cause a delisting from a stock exchange on which our common stock trades, (5) the Company’s ability to remain competitive as other better financed competitors develop and release competitive products, (6) the impact of intellectual property litigation that could materially and adversely affect CounterPath’s business, (7) the success by the Company of the sales of its current and new products, (8) the impact of technology changes on the Company’s products and industry, (9) the failure to develop new and innovative products using the Company’s technologies, (10) the potential dilution to shareholders or overhang on the Company’s share price of its outstanding stock options, or (11) the TSX not approving the Offering. Readers should also refer to the risk disclosures outlined in the Company’s quarterly reports on Form 10-Q, or in the annual reports on Form 10-K, and the Company’s other disclosure documents filed from time-to-time with the Securities and Exchange Commission at www.sec.gov and the Company’s interim and annual filings and other disclosure documents filed from time-to-time on SEDAR at www.sedar.com . Subject to applicable law, the Company disclaims any obligation to update these forward-looking statements.