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

	 	 
	3. 	
      If you are a “U.S. Purchaser”, as defined in Exhibit B,
      you must complete and sign BOTH (1) Exhibit A “Canadian Investor
      Questionnaire” that starts on page 14 AND (2) Exhibit B “United States
      Accredited Investor Questionnaire” that starts on page 27.

	 	 
	4. 	
      Unless you are subscribing through a person registered as
      broker, an exempt market dealer (as defined in National Instrument 31-103
      – Registration Requirements and Exemptions) or you are subscribing
      directly from the Issuer without involvement of a finder, you must
      complete and sign Exhibit C “Risk Acknowledgement Form” that starts on
      page 31.

	 	 
	5. 	
      If you are paying for your subscription with funds drawn
      from a Canadian bank, you may pay by certified cheque or bank draft drawn
      on a Canadian chartered bank or by wire transfer to the Issuer pursuant to
      wiring instructions to be provided by the Issuer upon request.

	 	 
	6. 	
      If you are paying for your subscription with funds
      drawn on any source other than a Canadian chartered bank, you may only pay
      by wire transfer to the Issuer pursuant to wiring instructions to be
      provided by the Issuer upon request.







- 2 - 

COUNTERPATH CORPORATION 

PRIVATE PLACEMENT
SUBSCRIPTION AGREEMENT 

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


 

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




- 3 - 

ACCEPTANCE 

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

COUNTERPATH CORPORATION 

	Per: 	 	 
	 	Authorized Signatory 	 



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






- 4 - 

TERMS AND CONDITIONS OF SUBSCRIPTION FOR UNITS 

1. Subscription 

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

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

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

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

2. Payment 

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

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

3. Documents Required from
Subscriber 

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

	 	(a) 	
      this Agreement;







- 5 - 

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

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

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

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



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

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

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

4. Conditions and Closing


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

4.2 The Closing is conditional upon and subject to: 

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

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

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







- 6 - 

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

5. Acknowledgements and Agreements of the
Subscriber 

5.1 The Subscriber acknowledges and agrees that: 

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

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

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

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

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

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

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

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







- 7 - 

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

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

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

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

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

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

	 	 	 	 
	 		(ii) 	
      applicable resale restrictions;

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

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





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









- 8 - 


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

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

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






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

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

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

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







- 9 - 

6. Representations and Warranties of the
Subscriber 

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

	 	(a) 	
      unless the Subscriber has completed Exhibit B:

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

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

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

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

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

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

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

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







- 10 - 

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

	 	 	 	 	 
	 		(iv) 	
      the purchase of the Securities by the Subscriber does not
      trigger:

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

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

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

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

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

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

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

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

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

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







- 11 - 

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

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

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

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

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

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

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

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



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




- 12 - 

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

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

8. Acknowledgement and Waiver


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

9. Legending and Registration of Subject
Securities 

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

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

10. Collection of Personal
Information 

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




- 13 - 

Furthermore, the Subscriber is hereby notified that: 

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

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

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

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




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


11. Costs 

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

12. Governing Law 

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

13. Survival 

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




- 14 - 

14. Assignment 

14.1 This Agreement is not transferable or assignable. 

15. Severability 

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

16. Entire Agreement 

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

17. Notices 

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

18. Execution of Subscription Agreement and
Electronic Means 

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

19. Counterparts

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

20. Exhibits 

20.1 The exhibits attached hereto form part of this Agreement.





- 15 - 

21. Indemnity 

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




- 16 - 

EXHIBIT A 

CANADIAN INVESTOR QUESTIONNAIRE 

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

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


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

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

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





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




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



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

	I. 	
      SUBSCRIBERS PURCHASING UNDER THE “ACCREDITED INVESTOR”
      EXEMPTION




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







- 17 - 

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




		
      [ ] 
	
      (i) 
	
      except in Ontario, a person registered under the
      securities legislation of a jurisdiction of Canada as an adviser or
      dealer, 

	 	
       
	
       
	
       

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

	 	
       
	
       
	
       

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

	 	
       
	
       
	
       

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

	 	
       
	
       
	
       

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

	 	
       
	
       
	
       

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

	 	
       
	
       
	
       

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

	 	
       
	
       
	
       

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

	 	
       
	
       
	
       

	 	
      [ ] 
	
      (ix) 
	
      an investment fund that distributes or has distributed
      its securities only to 

	 	
       
	
       
	
       
	
       

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

	 	
       
	
       
	
       
	
       

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

	 	
       
	
       
	
       
	
       

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

	 	
       
	
       
	
       
	
       

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







- 18 - 

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

	 	  	  	
      

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

	 	  	  	
      

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

	 	  	  	
      

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

	 	  	  	
      

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




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

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




		[ ] 	(i) 	a director, executive officer or control person
      of the Issuer, or of an affiliate of the Issuer, 
	 	  	  	 
		[ ] 	(ii) 	a spouse, parent, grandparent, brother, sister,
      child or grandchild of ___________________________ (print name of
      person), who is a director, executive officer or control person of the
      Issuer or of an affiliate of the Issuer, 
	 	  	  	 
		[ ] 	(iii) 	a parent, grandparent, brother, sister, child
      or grandchild of the spouse of ______________________ (print name of
      person), who is a director, executive officer or control person of the
      Issuer or of an affiliate of the Issuer, 
	 	  	  	 
		[ ] 	(iv) 	
      ______________________ a close personal friend (see
      guidance on making this determination that starts on page 22
      below) of _______________________________ (print name of
      person), who is a director, executive officer, founder or control
      person of the Issuer, or of an affiliate of the Issuer, and has been for
      _________________ years based on the following factors: 

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







- 19 - 

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



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

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







- 20 - 

	III. 	
      MINIMUM AMOUNT
INVESTMENT




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

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

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

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



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

	 	(a) 	
      an issuer is “affiliated” with another issuer
      if

	 	 	 	 
	 		(i) 	
      one of them is the subsidiary of the other, or

	 	 	 	 
	 		(ii) 	
      each of them is controlled by the same person;

	 	 	 	 
	 	(b) 	
      “control person” means

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

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

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

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

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

	 	 	 	 
	 	(d) 	
      “eligibility adviser” means

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








- 21 - 

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

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

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




	 	(e) 	
      “executive officer” means, for an issuer, an
      individual who is

	 	 	 	 
	 		(i) 	
      a chair, vice-chair or president,

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

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

	 	 	 	 
	 	(f) 	
      “financial assets” means

	 	 	 	 
	 		(i) 	
      cash,

	 	 	 	 
	 		(ii) 	
      securities, or

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

	 	 	 	 
	 	(g) 	
      “foreign jurisdiction” means a country other than
      Canada or a political subdivision of a country other than
Canada;

	 	 	 	 
	 	(h) 	
      “founder” means, in respect of an issuer, a person
      who,

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

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

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

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

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

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

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







- 22 - 

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

	 	 	 	 	 
	 	(m) 	
      “non-redeemable investment fund” means an
      issuer:

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

	 	 	 	 	 
	 		(ii) 	
      that does not invest

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

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

	 	 	 	 	 
	 		(iii) 	
      that is not a mutual fund;

	 	 	 	 	 
	 	(n) 	
      “person” includes

	 	 	 	 	 
	 		(i) 	
      an individual;

	 	 	 	 	 
	 		(ii) 	
      a corporation;

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

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

	 	 	 	 	 
	 	(o) 	
      “related liabilities” means

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

	 	 	 	 	 
	 		(ii) 	
      liabilities that are secured by financial assets;
    and

	 	 	 	 	 
	 	(p) 	
      “spouse” means, an individual who,

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

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

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



Guidance On Accredited Investor Exemptions for
Individuals 

An individual accredited investor is an individual: 

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







- 23 - 

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

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

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



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

Spouses 

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

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


Financial Assets and Related Liabilities 

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

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

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

	
  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. 






- 24 - 

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

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

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

Net Assets

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

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

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

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

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

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

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



Net Assets

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




- 25 - 

Guidance on Close Personal Friend and Close Business
Associate Determination 

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

The following factors are relevant to this determination: 

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

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

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



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

	 	(a) 	
      a relative,

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

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

	 	 	 
	 	(d) 	
      a client, customer, former client or former
    customer,

	 	 	 
	 	(e) 	
      a mere acquaintance, or

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



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

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

The following factors are relevant to this determination: 

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

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







- 26 - 

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

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



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

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

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

	 	 	 
	 	(c) 	
      a client, customer, former client or former
    customer,

	 	 	 
	 	(d) 	
      a mere acquaintance, or

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



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

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

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


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




- 27 - 

DATED as of  _______day of __________________, 2015. 

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






- 28 - 

APPENDIX “A” 
TO CANADIAN INVESTOR QUESTIONNAIRE


Form 45-106F9 
Form for Individual Accredited
Investors 


	WARNING! 

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




 




- 29 - 


 




- 30 - 

EXHIBIT B 

UNITED STATES ACCREDITED INVESTOR QUESTIONNAIRE


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

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

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

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

	1. 	
      it is not resident in Canada;

	 	 
	2. 	
      it is acquiring the Securities for its own account, for
      investment purposes only and not with a view to any resale, distribution
      or other disposition of the Securities in violation of the United States
      securities laws;

	 	 
	3. 	
      it (i) has adequate net worth and means of providing for
      its current financial needs and possible personal contingencies, (ii) has
      no need for liquidity in this investment, and (iii) is able to bear the
      economic risks of an investment in the Securities for an indefinite period
      of time;

	 	 
	4. 	
      if the Subscriber is an individual (that is, a natural
      person and not a corporation, partnership, trust or other entity), then it
      satisfies one or more of the categories indicated below (please place an
      “X” on the appropriate lines):




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







- 31 - 

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

	 	 	  
	   	_____	a director or executive officer of the Issuer;
    



	5. 	
      if the Subscriber is a corporation, partnership, trust or
      other entity), then it satisfies one or more of the categories indicated
      below (please place an “X” on the appropriate
lines):




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

	 	 	
       

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

	 	 	
       

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

	 	 	
       

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

	 	 	
       

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




	6. 	
      if the Subscriber decides to offer, sell or otherwise
      transfer any of the Securities, it will not offer, sell or otherwise
      transfer any of such Securities directly or indirectly, unless:

	 	 	 
		(a) 	
      the sale is to the Issuer,







- 32 - 

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

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

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

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




	7. 	
      it understands and acknowledges that upon the issuance
      thereof, and until such time as the same is no longer required under the
      applicable requirements of the 1933 Act or applicable U.S. state laws and
      regulations, the certificates representing the Securities, and all
      securities issued in exchange therefor or in substitution thereof, will
      bear a legend in substantially the following form:



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

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

	 	 
	8. 	
      it consents to the Issuer making a notation on its
      records or giving instructions to any transfer agent of the Issuer in
      order to implement the restrictions on transfer set forth and described in
      this Questionnaire and the Agreement;







- 33 - 

	9. 	
      it is resident in the United States of America, its
      territories and possessions or any state of the United States or the
      District of Columbia (collectively the “United States”), is a “U.S.
      Person” as such term is defined in Regulation S or was in the United
      States at the time the Securities were offered or the Agreement was
      executed; and

	 	 
	10. 	
      it understands that the Issuer has no obligation to
      register the Securities or to take action so as to permit sales pursuant
      to the 1933 Act (including Rule 144 thereunder).



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

Dated _____________________________, 2015. 

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






- 34 - 

EXHIBIT C 

RISK ACKNOWLEDGEMENT FORM 

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


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