Counterpath Corporation: Exhibit 10.1 - Filed by newsfilecorp.com







	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 17. 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 17.

	 	 
	3. 	
      If you are a “U.S. Purchaser”, as defined in Exhibit B,
      you must complete and sign Exhibit B “United States Accredited Investor
      Questionnaire” that starts on page 31.

	 	 
	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 34.

	 	 
	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 common shares of the Issuer (each, a
“Share”) set out below at a price of US$4.01 per Share. The Subscriber
agrees to be bound by the terms and conditions set forth in the attached “Terms
and Conditions of Subscription for Shares”. 


	Subscriber Information 	 	 	 	 	Shares to be Purchased
  
	 	 	 	 	 	 	 	 
	(Name of Subscriber)
    	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	Account Reference
      (if applicable): 	 	 	 	 	(Number of Shares) 	 
	 	 	 	 	 	 	 
	X 	 	 	 	 	Total Subscription Price: 	 
	(Signature
      of Subscriber – if the Subscriber is an Individual) 	 	 	 	 	 	(the
      “Subscription Amount”, plus wire fees if 
	 	 	 	 	 	 	 	applicable) 
	 	 	 	 	 	 	 	 
	X 	 	 	 	 	 	 	 
	(Signature
      of Authorized Signatory – if the Subscriber is not an 	 	 	 	Please complete if purchasing as agent or trustee for a
      principal (beneficial 
	Individual) 	 	 	 	 	purchaser) (a “Disclosed Principal”) and not purchasing as
      trustee or agent 
	 	 	 	 	 	for accounts fully managed by it. 
	(Name and
      Title of Authorized Signatory – if the Subscriber is not an 	 	 	 	 	 	 
	Individual) 	 	 	 	 	(Name of Disclosed Principal) 
	 	 	 	 	 	 	 	 
	(SIN, SSN,
      or other Tax Identification Number of the Subscriber) 	 	 	 	(Address of Disclosed Principal) 
	 	 	 	 	 	 	 	 
	(Subscriber’s Address, including postal or zip code) 	 	 	 	(Account Reference, if applicable) 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	(SIN, SSN, or other Tax Identification Number of Disclosed
      Principal) 
	(Telephone Number) 	(Email Address) 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	Register the
      Shares as set forth below: 	 	 	 	 	Deliver the Shares as set forth below: 
	 	 	 	 	 	 	 	 
	(Name to Appear on
      Share Certificate) 	 	 	 	 	(Attention - Name) 	 
	 	 	 	 	 	 	 	 
	(Account Reference,
      if applicable) 	 	 	 	 	(Account Reference, if applicable) 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	(Street Address, including postal or zip code – no PO Boxes
      permitted) 
	(Address, including
      postal or zip code) 	 	 	 	 	 	 	 
	 	 	 	 	 	(Telephone Number) 	 
	 	 	 	 	 	 	 
	Number
      and kind of securities of the Issuer held, directly or indirectly, 	 	 	 	1. 	State whether the Subscriber is an Insider of the Issuer:
    
	or over
      which control or direction is exercised by, the Subscriber, if any 	 	 	 	 	Yes     
      [   ]	No      [   ]
	(i.e., shares,
      warrants, options): 	 	 	 	 	 	 	 
	 	 	 	 	 	2. 	State whether the Subscriber is a registrant: 
	 	 	 	 	 	 	Yes     
      [   ]	No      [   ]
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 



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 ______________ , 2018 (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 SHARES 

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 Shares as is
set forth on page 2 of this Agreement at a price of US$4.01 per Share 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 Shares to the
Subscriber, effective upon the Issuer’s acceptance of this Agreement. 

1.2          
The Subscriber acknowledges that the Shares have been offered to the
Subscriber as part of an offering by the Issuer of additional Shares to other
subscribers (the “Offering”). 

1.3          
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;

	 	 	 
	 	(b) 	
      the Canadian Investor Questionnaire (the “Canadian
      Questionnaire”) attached as Exhibit A that starts on page 17, 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 31; 







- 5 - 

	 	(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 Shares directly from the Issuer without
      involvement of a finder, the “Risk Acknowledgement Form” attached as
      Exhibit C that is on page 34; 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 Shares 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 Shares, 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.



4.3          
The Subscriber acknowledges that the certificates representing the
Shares will be available for delivery within five 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: 




- 6 - 

	 	(a) 	
      none of the Shares 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 Shares under the 1933 Act or any other
      securities legislation;

	 	 	 
	 	(c) 	
      the Issuer will refuse to register the transfer of any of
      the Shares 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
      Shares 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
      and the United States Securities and Exchange Commission (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
      Shares, 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 Shares 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;

	 	 	 
	 	(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 Shares hereunder have been made
      available for inspection by the Subscriber, its legal counsel and/or its
      advisor(s);







- 7 - 

	 	(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) 	
      there are restrictions on the Subscribers ability to
      resell the Shares and it’s the responsibility of the Subscriber to find
      out what those restrictions are the to comply with them before selling the
      Shares;

	 	 	 
	 	(n) 	
      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 Shares 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 Shares
      hereunder, and

	 	 	 
	 	(ii) 	
      applicable resale
restrictions;




	 	(o) 	
      there may be material tax consequences to the Subscriber
      of an acquisition or disposition of the Shares 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 Shares;

	 	 	 
	 	(p) 	
      the Subscriber consents to the placement of a legend or
      legends on any certificate or other document evidencing any of the Shares
      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:




	 	
      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.
	 






- 8 - 

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



	 	(q) 	
      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 Shares through a person registered to
      sell securities under provincial securities laws and other applicable
      securities laws, and, as a consequence of acquiring the Shares 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;

	 	 	 
	 	(r) 	
      no securities commission or similar regulatory authority
      has reviewed or passed on the merits of any of the Shares;

	 	 	 
	 	(s) 	
      there is no government or other insurance covering any of
      the Shares; and

	 	 	 
	 	(t) 	
      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.



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 Shares for the account or benefit of a U.S.
      Person, did not receive the offer to buy the Shares 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 Shares 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, 







- 9 - 

	 	(iii) 	
      the Subscriber has not acquired the Shares as a result
      of, and will not himself, herself or itself engage in, any “directed
      selling efforts” (as defined in Regulation S) in the United States in
      respect of any of the Shares 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 Shares, and

	 	 	 
	 	(iv) 	
      hedging transactions involving the Shares 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 Shares,

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

	 	 	 
	 	(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 Shares,

	 	 	 
	 	(iv) 	
      the purchase of the Shares 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,




	 	(v) 	
      the issuance of the Shares by the Issuer to the
      Subscriber complies with the securities law requirements of the
      International Jurisdiction, and

	 	 	 
	 	(vi) 	
      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), (iv) and
(v) above to the satisfaction of the Issuer, acting reasonably; 







- 10 - 

	 	(d) 	
      the Subscriber (or if purchasing as agent or trustee for
      a principal, a Disclosed Principal) is purchasing the Shares as
      principal;

	 	 	 
	 	(e) 	
      the Subscriber: (i) has adequate net worth and means of
      providing for the Subscriber’s 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 the Subscriber’s prospective
      investment in the Shares, (iv) is able to bear the economic risks of an
      investment in the Shares for an indefinite period of time, and (v) can
      afford the complete loss of the Subscription Amount;

	 	 	 
	 	(f) 	
      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;

	 	 	 
	 	(g) 	
      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;

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

	 	 	 
	 	(i) 	
      the Subscriber has received and carefully read this
      Agreement;

	 	 	 
	 	(j) 	
      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;

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

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

	 	 	 
	 	(m) 	
      the Subscriber is not aware of any advertisement of any
      of the Shares and is not acquiring the Shares 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;

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







- 11 - 

	 	(i) 	
      that any person will resell or repurchase any of the
      Shares,

	 	 	 
	 	(ii) 	
      that any person will refund the purchase price of any of
      the Shares, or

	 	 	 
	 	(iii) 	
      as to the future price or value of any of the
    Shares;




	 	(o) 	
      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

	 	 	 
	 	(p) 	
      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. 

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
Shares under applicable laws, or, if applicable, the eligibility of others on
whose behalf the Subscriber is contracting hereunder to purchase the Shares
under applicable laws. The Subscriber further agrees that, by accepting delivery
of the certificates representing the Shares, 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 Shares and will continue in full force and
effect notwithstanding any subsequent disposition by the Subscriber of such
Shares. 

8.            
Acknowledgement and Waiver 

8.1          
The Subscriber has acknowledged that the decision to acquire the Shares
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 Shares. 




- 12 - 

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 to the effect that the Shares
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. 

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.           
Piggyback Registration Rights 

10.1          
If the Issuer determines to proceed with the preparation and filing
with the United States Securities and Exchange Commission (the “SEC”) of
a registration statement (the “Registration Statement”) relating to an
offering for its own account or the account of others under the 1933 Act of any
of its common shares, other than on Form S-3, Form S-4 or Form S-8 (each as
promulgated under the 1933 Act) or its then equivalents relating to equity
securities issuable in connection with stock option or other employee benefit
plans, the Issuer shall send to the Subscriber written notice of such
determination and, if within ten (10) days after receipt of such notice, the
Subscriber shall so request in writing, the Issuer will cause the registration
under the 1933 Act of the Shares (the “Registrable Securities”), provided
that if at any time after giving written notice of its intention to register any
of its common shares and prior to the effective date of the registration
statement filed in connection with such registration, the Issuer shall determine
for any reason not to register or to delay registration of such common shares,
the Issuer may, at its election, give written notice of such determination to
the Subscriber and, thereupon, (i) in the case of a determination not to
register, shall be relieved of its obligation to register the Registrable
Securities in connection with such registration, and (ii) in the case of a
determination to delay registering, shall be permitted to delay registering the
Registrable Securities for the same period as the delay in registering such
other common shares. The Issuer shall include in such registration statement all
or any part of the Registrable Securities provided however that the Issuer shall
not be required to register any Shares that are eligible for sale pursuant to
Rule 144 of the 1933 Act. Notwithstanding any other provision in this Section
10, if the Issuer receives a comment from the SEC which effectively results in
the Issuer having to reduce the number of Registrable Securities included on
such Registration Statement, then the Issuer may, in its sole discretion, reduce
on a pro rata basis the number of Registrable Securities to be included in such
Registration Statement. 

10.2          
In connection with each Registration Statement, the Subscriber will
furnish to the Issuer in writing such information and representation letters
with respect to itself and the proposed distribution by it as reasonably shall
be necessary in order to assure compliance with federal and applicable state
securities laws. The Issuer may require the Subscriber to furnish to the Issuer
a certified statement as to the number of common shares beneficially owned by
the Subscriber and the name of the natural person thereof that has voting and
dispositive control over the Registrable Securities. 

10.3          
All fees and expenses incident to the performance of or compliance with
the filing of the Registration Statement shall be borne by the Issuer whether or
not any Registrable Securities are sold pursuant to the Registration Statement.
The fees and expenses referred to in the foregoing sentence shall include,
without limitation, (i) all registration and filing fees (including, without
limitation, fees and expenses (A) with respect to filings required to be made
with the NASDAQ Capital Market, the Toronto Stock Exchange or other exchange or
quotation service on which the common shares of the Issuer are then listed for
trading, and (B) in compliance with applicable state securities or Blue Sky
laws), (ii) printing expenses (including, without limitation, expenses of
printing certificates for Registrable Securities and of printing prospectuses if the printing of
prospectuses is reasonably requested by the holders of a majority of the
Registrable Securities included in the Registration Statement), (iii) messenger,
telephone and delivery expenses, (iv) fees and disbursements of counsel for the
Issuer, (v) 1933 Act liability insurance, if the Issuer so desires such
insurance, and (vi) fees and expenses of all other persons retained by the
Issuer in connection with the filing of the Registration Statement. In addition,
the Issuer shall be responsible for all of its internal expenses incurred in
connection with the filing of the Registration Statement (including, without
limitation, all salaries and expenses of its officers and employees performing
legal or accounting duties), the expense of any annual audit and the fees and
expenses incurred in connection with the listing of the Registrable Securities
on any securities exchange, if applicable. In no event shall the Issuer be
responsible for any broker or similar commissions or, except to the extent
provided for hereunder, any legal fees or other costs of the Subscriber. 




- 13 - 

10.4          
  The Issuer shall, notwithstanding any termination of this Agreement,
  indemnify and hold harmless the Subscriber, its officers, directors, agents and
  employees, and each person who controls the Subscriber (within the meaning of
  Section 15 of the 1933 Act or Section 20 of the 1934 Act) and the officers,
  directors, agents and employees of each such controlling person, to the fullest
  extent permitted by applicable law, from and against any and all losses, claims,
  damages, liabilities, costs (including, without limitation, reasonable
  attorneys’ fees) and expenses (collectively, “Losses”), as incurred,
  arising out of or relating to any untrue or alleged untrue statement of a
  material fact contained in the Registration Statement, or in any amendment or
  supplement thereto or in any preliminary prospectus, or arising out of or
  relating to any omission or alleged omission of a material fact required to be
  stated therein or necessary to make the statements therein not misleading,
  except to the extent, but only to the extent, that (i) such untrue statements or
  omissions are based solely upon information regarding the Subscriber furnished
  in writing to the Issuer by the Subscriber expressly for use therein, or to the
  extent that such information relates to the Subscriber or the Subscriber’s
  proposed method of distribution of Registrable Securities and was reviewed and
  expressly approved in writing by the Subscriber expressly for use in the
  Registration Statement, or in any amendment or supplement thereto or (ii) the
  use by the Subscriber of an outdated or defective Registration Statement after
  the Issuer has notified the Subscriber in writing that the Registration
Statement is outdated or defective. 

10.5          
The Subscriber shall indemnify and hold harmless the Issuer, its
directors, officers, agents and employees, each person who controls the Issuer
(within the meaning of Section 15 of the 1933 Act and Section 20 of the 1934
Act), and the directors, officers, agents or employees of such controlling
persons, to the fullest extent permitted by applicable law, from and against all
Losses, as incurred, to the extent arising out of or based solely upon: (x) the
Subscriber’s failure to comply with the prospectus delivery requirements of the
1933 Act or (y) any untrue or alleged untrue statement of a material fact
contained in any Registration Statement, or in any amendment or supplement
thereto or in any preliminary prospectus, or arising out of or relating to any
omission or alleged omission of a material fact required to be stated therein or
necessary to make the statements therein not misleading (i) to the extent, but
only to the extent, that such untrue statement or omission is contained in any
information so furnished in writing by the Subscriber to the Issuer specifically
for inclusion in the Registration Statement or (ii) to the extent that such
untrue statements or omissions are based solely upon information regarding the
Subscriber furnished in writing to the Issuer by the Subscriber expressly for
use therein, or (iii) to the extent that such information relates to the
Subscriber or the Subscriber’s proposed method of distribution of Registrable
Securities and was reviewed and expressly approved in writing by the Subscriber
expressly for use in the Registration Statement or in any amendment or
supplement thereto or (z) the use by the Subscriber of an outdated or defective
Registration Statement after the Issuer has notified the Subscriber in writing
that the Registration Statement is outdated or defective. In no event shall the
liability of the Subscriber hereunder be greater in amount than the dollar
amount of the net proceeds received by the Subscriber upon the sale of the
Registrable Securities giving rise to such indemnification obligation. 




- 14 - 

10.6          
If a claim for indemnification hereunder is unavailable to either the
Issuer or the Subscriber (in each case, an “Indemnified Party or Indemnified
Parties”, as applicable) (by reason of public policy or otherwise), then
each Indemnifying Party, in lieu of indemnifying such Indemnified Party, shall
contribute to the amount paid or payable by such Indemnified Party as a result
of such Losses, in such proportion as is appropriate to reflect the relative
fault of the Indemnifying Party and Indemnified Party in connection with the
actions, statements or omissions that resulted in such Losses as well as any
other relevant equitable considerations. The relative fault of such Indemnifying
Party and Indemnified Party shall be determined by reference to, among other
things, whether any action in question, including any untrue or alleged untrue
statement of a material fact or omission or alleged omission of a material fact,
has been taken or made by, or relates to information supplied by, such
Indemnifying Party or Indemnified Party, and the parties’ relative intent,
knowledge, access to information and opportunity to correct or prevent such
action, statement or omission. The amount paid or payable by a party as a result
of any Losses shall be deemed to include, subject to the limitations set forth
in this Subscription, any reasonable attorneys’ or other reasonable fees or
expenses incurred by such party in connection with any proceeding to the extent
such party would have been indemnified for such fees or expenses if the
indemnification provided for in this section was available to such party in
accordance with its terms. The parties hereto agree that it would not be just
and equitable if contribution pursuant to this section were determined by pro
rata allocation or by any other method of allocation that does not take into
account the equitable considerations referred to in the immediately preceding
paragraph. Notwithstanding the provisions of this section, no Subscriber shall
be required to contribute, in the aggregate, any amount in excess of the amount
by which the proceeds actually received by the Subscriber from the sale of the
Registrable Securities subject to the proceeding exceeds the amount of any
damages that the Subscriber has otherwise been required to pay by reason of such
untrue or alleged untrue statement or omission or alleged omission, except in
the case of fraud by the Subscriber. 

11.            
Collection of Personal Information 

11.1          
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 Shares 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. 

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 Shares purchased by the Subscriber,
the total Subscription Amount paid for the Shares, the prospectus exemption
relied on by the Issuer and the date of distribution of the Shares; 







- 15 - 

	 	(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. 


12.            
Costs 

12.1          
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 Shares will
be borne by the Subscriber. 

13.            
Governing Law 

13.1          
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.


14.            
Survival 

14.1          
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 parties hereto notwithstanding the
completion of the purchase of the Shares by the Subscriber pursuant hereto. 

15.            
Assignment 

15.1          
This Agreement is not transferable or assignable. 

16.            
Severability 

16.1          
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 - 

17.            
Entire Agreement 

17.1          
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 Shares 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. 

18.            
Notices 

18.1          
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. 

19.            
Execution of Subscription Agreement and Electronic Means


19.1          
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. 

20.            
Counterparts

20.1          
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.

21.            
Exhibits 

21.1          
The exhibits attached hereto form part of this Agreement. 

22.            
Indemnity 

22.1          
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. 




- 17 - 

	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 common shares (the “Shares”)
      of the Issuer 


Capitalized terms used in this Canadian Investor 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. All dollar
amounts referred to in this Questionnaire and Appendix A to this Questionnaire
are in lawful money of Canada, unless otherwise indicated. 

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

	 	(i) 	
      is purchasing the Shares 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 Shares.



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




- 18 - 

	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
  

	  	  
	(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
      (i), (iii) or (iv) BELOW, MUST ALSO COMPLETE AND SIGN APPENDIX “A”
      TO THIS QUESTIONNAIRE) (see certain guidance with respect to
      accredited investors that starts on page 22 below):





		[   ] 	(i) 	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,
 
	 	  	  	  
	 	[   ] 	(ii) 	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, 

	 	  	  	  
		[   ] 	(iii) 	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,
 
	 	  	  	  
	 	[   ] 	(iv) 	an individual who, either alone or with a
      spouse, has net assets of at least $5,000,000,
 
	 	  	  	  
		[   ] 	(v) 	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),
 
	 	  	  	  
		[   ] 	(vi) 	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, 







- 19 - 

		[   ] 	(iv) 	
      __________ a close personal friend (see guidance on
      making this determination that starts on page 24 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), 

	 	  	  	  
		[   ] 	(v) 	
      a close business associate (see guidance on making
      this determination that starts on page 24 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 24 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,







- 20 - 

	(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), and 

	  	
      

	(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). 

	  	
      

	III. 	
      SUBSCRIBERS PURCHASING UNDER THE “EMPLOYEE, EXECUTIVE
      OFFICER, DIRECTOR AND CONSULTANT” EXEMPTION 

	  	
      

	(a) 	
      the Subscriber is (please initial or place a check-mark
      on the appropriate line below): 




	 	[   ] 	(i) 	an employee, executive officer,
      director or consultant of the Issuer; 
	 	 	 	 
		[   ] 	(ii) 	an employee, executive officer,
      director or consultant of a related entity of the Issuer; or 
	 	 	 	 
	 	[   ] 	(iii) 	a permitted assign of a person
      referred to in paragraphs (a)(i) or (a)(ii); and 



	(b) 	
      the Subscriber covenants, represents and warrants to the
      Issuer that:




		[   ] 	(i) 	
      in the case of a Subscriber that is an employee or an
      employee’s permitted assign, the Subscriber is not induced to participate
      in the distribution by expectation of employment or continued employment
      of the employee with the Issuer or a related entity of the Issuer;
  

	 	  	  	
      

			(ii) 	
      in the case of a Subscriber that is an executive officer
      or an executive officer’s permitted assign, the Subscriber is not induced
      to participate in the distribution by expectation of appointment,
      employment, continued appointment or continued employment of the executive
      officer with the Issuer or a related entity of the Issuer; 

	 	  	  	
      

			(iii) 	
      in the case of a Subscriber that is a consultant or a
      consultant’s permitted assign, the Subscriber is not induced to
      participate in the distribution by expectation of engagement of the
      consultant to provide services or continued engagement of the consultant
      to provide services to the Issuer or a related entity of the Issuer; or
      

	 	  	  	
      

			(iv) 	
      in the case of a Subscriber that is an employee of a
      consultant, the Subscriber is not induced by the Issuer, a related entity
      of the Issuer, or the consultant to participate in the distribution by
      expectation of employment or continued employment with the consultant.
    







- 21 - 

	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 Shares as principal for
      its own account and not for the benefit of any other person, 

	  	  
	(ii) 	
      the Shares 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 Shares.
      



For the purposes of the this Questionnaire and Appendix “A”
attached to this 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) 	
      “consultant” means, for an issuer, a person, other
      than an employee, executive officer, or director of the issuer or of a
      related entity of the issuer, that:




	 	(i) 	
      is engaged to provide services to the issuer or a related
      entity of the issuer, other than services provided in relation to a
      distribution,

	 	 	 
	 	(ii) 	
      provides the services under a written contract with the
      issuer or a related entity of the issuer, and

	 	 	 
	 	(iii) 	
      spends or will spend a significant amount of time and
      attention on the affairs and business of the issuer or a related entity of
      the issuer



and includes 

	 	(iv) 	
      for an individual consultant, a corporation of which the
      individual consultant is an employee or shareholder, and a partnership of
      which the individual consultant is an employee or partner, and

	 	 	 
	 	(v) 	
      for a consultant that is not an individual, an employee,
      executive officer, or director of the consultant, provided that the
      individual employee, executive officer, or director spends or will spend a
      significant amount of time and attention on the affairs and business of
      the issuer or a related entity of the issuer;




	 	(c) 	
      “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







- 22 - 

	 	(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;

	 	 	 
	 	(d) 	
      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;




	 	(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) 	
      “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”;




	 	(h) 	
      “holding entity” means a person that is controlled
      by an individual;

	 	 	 
	 	(i) 	
      “individual” means a natural person, but does not
      include




	 	(i) 	
      a partnership, unincorporated association, unincorporated
      syndicate, unincorporated organization or trust,
or







- 23 - 

	 	(ii) 	
      a natural person in the person’s capacity as a trustee,
      executor, administrator or personal or other legal
  representative;




	 	(j) 	
      “permitted assign” means, for a person that is an
      employee, executive officer, director or consultant of an issuer or of a
      related entity of the issuer,




	 	(i) 	
      a trustee, custodian, or administrator acting on behalf
      of, or for the benefit of the person,

	 	 	 
	 	(ii) 	
      a holding entity of the person,

	 	 	 
	 	(iii) 	
      a RRSP, RRIF, or TFSA (each as defined in NI 45-106) of
      the person,

	 	 	 
	 	(iv) 	
      a spouse of the person,

	 	 	 
	 	(v) 	
      a trustee, custodian, or administrator acting on behalf
      of, or for the benefit of the spouse of the person,

	 	 	 
	 	(vi) 	
      a holding entity of the spouse of the person,
or

	 	 	 
	 	(vii) 	
      a RRSP, RRIF, or TFSA of the spouse of the
  person;




	 	(k) 	
      “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;




	 	(l) 	
      “related entity” means, for an issuer, a person
      that controls or is controlled by the issuer or that is controlled by the
      same person that controls the issuer;

	 	 	 
	 	(m) 	
      “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




	 	(n) 	
      “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







- 24 - 

	 	(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;

	 	 	 
	 	(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. 




- 25 - 

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: 

	 	• 	physical or constructive possession of evidence
      of ownership of the financial asset; 
	 	 	 
	 	• 	entitlement to receipt of any income generated
      by the financial asset; 
	 	 	 
	 	• 	risk of loss of the value of the financial
      asset; and 
	 	 	 
	 	• 	the ability to dispose of the financial asset
      or otherwise deal with it as the individual sees fit. 


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 Issuer. 

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







- 26 - 

	 	(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. 

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. 




- 27 - 

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,

	 	 	 
	 	(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 Shares. 

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 Shares 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 Shares.





- 28 - 

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. 

DATED as of _______ day of __________________, 2018. 


	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)
    







- 29 - 

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. 






	SECTION 1 TO BE COMPLETED BY THE ISSUER OR SELLING
    SECURITY HOLDER 
	1.  About your investment 
	Type of securities: common shares 	Issuer: CounterPath Corporation (the
      “Issuer”) 
	Purchased from: Issuer 
	SECTIONS 2 TO 4 TO BE COMPLETED BY THE
      PURCHASER 
	2.  Risk acknowledgement





	This investment is risky. Initial that
      you understand that: 	Your 
initials 

	
      Risk of loss – You could lose your entire
      investment of US$__________ [Instruction: Insert the total
      dollar amount of the investment.] 
	
	Liquidity risk – You may not be able to sell your
      investment quickly – or at all. 	  
	Lack of information – You may receive little or no
      information about your investment. 	  
	
      Lack of advice – You will not receive advice from
      the salesperson about whether this investment is suitable for you unless
      the salesperson is registered. The salesperson is the person who meets
      with, or provides information to, you about making this investment. To
      check whether the salesperson is registered, go to
      www.aretheyregistered.ca. 
	
	3.  Accredited investor status 
	
      You must meet at least one of the following criteria to
      be able to make this investment. Initial the statement that applies to
      you. (You may initial more than one statement.) The person identified in
      section 6 is responsible for ensuring that you meet the definition of
      accredited investor. That person, or the salesperson identified in section
      5, can help you if you have questions about whether you meet these
      criteria. 
	Your 
initials





	• 	
      Your net income before taxes was more than $200,000 in
      each of the 2 most recent calendar years, and you expect it to be more
      than $200,000 in the current calendar year. (You can find your net income
      before taxes on your personal income tax return.) 
	
	• 	
      Your net income before taxes combined with your spouse’s
      was more than $300,000 in each of the 2 most recent calendar years, and
      you expect your combined net income before taxes to be more than $300,000 in the current calendar
year. 
	







- 30 - 


  	• 	Either alone or with your spouse, you own more than
      $1 million in cash and securities, after subtracting any debt related to
      the cash and securities. 	
	• 	Either alone or with your spouse, you have net
      assets worth more than $5 million. (Your net assets are your total assets
      (including real estate) minus your total debt.) 	




	4.  Your name and signature 
	By signing this form, you confirm that you have read
      this form and you understand the risks of making this investment as
    identified in this form. 
	First and last name (please print): 	  
	Signature: 	Date: 
	SECTION 5 TO BE COMPLETED BY THE SALESPERSON
    
	5.  Salesperson information 
	First and last name of salesperson (please print):
    David Karp 
	Telephone: 604-320-3344 	Email: dkarp@counterpath.com 
	Name of firm (if registered): not applicable 
	SECTION 6 TO BE COMPLETED BY THE ISSUER OR SELLING
    SECURITY HOLDER 
	6.  For more information about this investment
    
	
      For investment in a non-investment fund 
CounterPath
      Corporation 
Suite 300, One Bentall Centre 
505
      Burrard Street 
Vancouver, BC V7X 1M3 
David Karp
      
604-320-3344 
dkarp@counterpath.com 
www.counterpath.com

      For investment in an investment fund 
[Insert name of investment
      fund] 
[Insert name of investment fund manager]
      
[Insert address of investment fund manager] 
[Insert
      telephone number of investment fund manager] 
[Insert email
      address of investment fund manager] 
[If investment is purchased
      from a selling security holder, also insert name, address, telephone
      number and email 
address of selling security holder here]
      

      For more information about prospectus exemptions, contact your local
      securities regulator. You can find contact information at
      www.securities-administrators.ca. 








- 31 - 

EXHIBIT B 

UNITED STATES ACCREDITED INVESTOR QUESTIONNAIRE


Capitalized terms used in this United States Accredited
Investor Questionnaire (this “Questionnaire”) and not specifically
defined have the meaning ascribed to them in the Private Placement Subscription
Agreement (the “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 Shares on behalf of any U.S. Person, (c) any person that receives
or received an offer of the Shares 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 Shares
have been or, except as provided in the Subscription Agreement, will be
registered under the 1933 Act, or applicable state, provincial or foreign
securities laws, and the Shares are being offered and sold to the Subscriber in
reliance upon the exemption provided in Section 4(a)(2) of the 1933 Act and Rule
506 of Regulation D under the 1933 Act for non-public offerings. The Shares are
being offered and sold within the United States only to “accredited investors”
as defined in Rule 501(a) of Regulation D. The Shares 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 Shares for its own account, for
      investment purposes only and not with a view to any resale, distribution
      or other disposition of the Shares 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 Shares 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 Shares 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 Shares,
  







- 32 - 

		__________	
      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 Shares, 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. 	
      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 Shares, and all securities
      issued in exchange therefor or in substitution thereof, will bear a legend
      in substantially the following form:







- 33 - 

“THESE SECURITIES HAVE NOT BEEN
REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES
COMMISSION OF ANY STATE AND HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM
REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN
AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE
SECURITIES LAWS.”; 

	7. 	
      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;

	 	 
	8. 	
      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 Shares were offered or the Agreement was executed;
      and

	 	 
	9. 	
      it understands that the Issuer has no obligation to
      register the Shares, except as provided in the Subscription Agreement, 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 _____________________________, 2018. 


	 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.