Counterpath Corporation: Exhibit 10.2 - Filed by newsfilecorp.com






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

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

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

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

COUNTERPATH CORPORATION 
(A Nevada Corporation) 

WARRANT CERTIFICATE 

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


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

COMMON SHARE PURCHASE WARRANTS 
TO PURCHASE COMMON SHARES OF
COUNTERPATH CORPORATION 

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




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

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

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

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

COUNTERPATH CORPORATION 

	Per: 	 	 
	 	David Karp 	 






- 3 - 

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

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

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

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

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




APPENDIX “A” 

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

	1. 	
      Definitions



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

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

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

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

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

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

	 	 	 
	 	(f) 	
      “Expiry Date” means September 4, 2017;

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

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

	 	 	 
	 	(i) 	
      “Issuance Date” means the date hereof;

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

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

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







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	 	(m) 	
      “Shares” means the common shares in the capital of
      the Company;

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

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

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

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

	 	 	 
	 	(r) 	
      “Warrant Certificate” means the warrant
      certificate representing the Warrants and issued to the Holder;
  and

	 	 	 
	 	(s) 	
      “Warrant Shares” means the Shares issuable upon
      exercise of the Warrants.




	2. 	
      Interpretation



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

	3. 	
      Adjustment of Exercise Price and Number of Warrant
      Shares



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

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

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

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







- 3 - 

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

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



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

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

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




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

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







- 4 - 

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





	4. 	
      Method of Exercise of
Warrants



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

	5. 	
      Effect of Exercise of Warrants

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

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

	 	 	 
	6. 	
      Subscription for Less than
  Entitlement



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




- 5 - 

	7. 	
      Warrants for Fractions of
Shares



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

	8. 	
      Expiration of Warrants



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

	9. 	
      Replacement of Lost Warrants

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

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

	 	 	 
	10. 	
      Warrant Holder Not a
Shareholder



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

	11. 	
      Exchange of Warrants

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

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







- 6 - 

	12. 	
      Ownership and Transfer of Warrants

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

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

	 	 	 
	13. 	
      Notice to the Company and the Holder

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




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







- 7 - 

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




	14. 	
      Covenants of the Company



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

	15. 	
      Applicable Law



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

	16. 	
      Time of the Essence



Time shall be of the essence of this Warrant Certificate. 

	17. 	
      Severability



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

	18. 	
      Currency



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




- 8 - 

	19. 	
      Successors



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




APPENDIX “A” 

SUBSCRIPTION FORM 

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

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


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

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

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


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

DATED this ______ day of ___________________ , 20_____. 

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


TERMS AND CONDITIONS 

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




- 2 - 

LEGENDS 

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

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

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

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

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