Filed by sedaredgar.com - CounterPath Corporation - Exhibit 10.32






NONE OF THE SECURITIES TO WHICH THIS PRIVATE PLACEMENT
SUBSCRIPTION AGREEMENT (THE “AGREEMENT”) RELATES HAVE BEEN REGISTERED UNDER THE
UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”), OR ANY U.S.
STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD,
DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS (AS THAT TERM IS
DEFINED IN REGULATION S UNDER THE 1933 ACT) 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. 

UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF
THE SECURITIES SHALL NOT TRADE THE SECURITIES BEFORE THE DATE THAT IS FOUR
MONTHS AND A DAY FROM DATE OF ISSUANCE. 

WITHOUT PRIOR WRITTEN APPROVAL OF THE TSX VENTURE EXCHANGE
AND COMPLIANCE WITH ALL APPLICABLE SECURITIES LEGISLATION, THE SECURITIES
REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, TRANSFERRED, HYPOTHECATED OR
OTHERWISE TRADED ON OR THROUGH THE FACILITIES OF THE TSX VENTURE EXCHANGE OR
OTHERWISE IN CANADA OR TO OR FOR THE BENEFIT OF A CANADIAN RESIDENT UNTIL THE
DATE THAT IS FOUR MONTHS AND A DAY FROM DATE OF ISSUANCE. 

DEBT CONVERSION AGREEMENT 

  (U.S. Subscriber)

	TO: 	CounterPath Corporation
      (the “Company”) 
	  	Suite 300, One Bentall Centre,
      505 Burrard Street 
	  	Vancouver, British Columbia,
      Canada V7X 1M3 


WHEREAS: 

A.                      
The Trustees of Columbia University in the City of New York (“Columbia” or the
“Subscriber”) and Firsthand Technologies Inc. (“FirstHand”) are parties to: (i)
an Amended Research Agreement dated as of June 30, 2003, together with all
amendments to such agreement to date, and (ii) an Amended Omnibus Agreement
dated as of June 30, 2003, together with all amendments to such agreement to
date (collectively, as amended, the “Columbia Agreements”); 

B.                     
 On February 1, 2008, the Company acquired all of the issued and
outstanding shares of FirstHand pursuant a Share Exchange Agreement (the
“Exchange Agreement”) dated January 28, 2008 between the Company and certain
shareholders of FirstHand; 

C.                      
In connection with the Exchange Agreement, the Company, FirstHand and Columbia
executed a joint Agreement and Acknowledgement whereby it was agreed that, among
other things, the closing of the Exchange Agreement would not terminate the
Columbia Agreements and that FirstHand and the Company would continue to be
bound by the terms of the Columbia Agreements; 

D.                      
In connection with the Columbia Agreements, FirstHand, the Company and Columbia
have agreed that the total amount of debt to be settled by way of equity
issuance is US$393,416.61 (the “Outstanding Debt”), which includes all of the
outstanding and unpaid patent fees of US$193,416.61 owing up until March 19,
2009, net of US$100,000 credited to FirstHand in consideration of certain
technologies reverted back to Columbia, in accordance with the Third Amendment
to the Omnibus Agreement (the “Omnibus Amendment”), which is being entered into
by the parties and FirstHand simultaneously with the execution and delivery of
this Agreement, and all 




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of the agreed upon outstanding and unpaid research fees of
US$200,000 due under the Columbia Agreements up until June 30, 2009 (excluding
an additional US$246,519 of such fees, the due date for which has been extended
to June 30, 2010) representing all of the research fees remaining under the
Amended Research Agreement together with all amendments; and 

E.                      
Columbia has agreed to convert the Outstanding Debt into common shares of the
Company pursuant to the terms and conditions of this Agreement. 

NOW THEREFORE this Agreement witnesses that for and in
consideration of the mutual covenants, agreements, representations and
warranties in this Agreement and other good and valuable consideration, the
receipt and sufficiency of which is acknowledged by each party, the parties
agree as follows: 

1.                     
 Acknowledgment of Debt 

1.1                     The
Company and the Subscriber acknowledge and agree that, as of the date of this
Agreement, FirstHand and the Company are, jointly and severally, indebted to the
Subscriber in the amount of the Outstanding Debt comprised of the following:


	 	(a) 	
      US$193,416.61 for patent fees up until March 19, 2009,
      net of US$100,000 credited to FirstHand, as described above; and

	 	 	 
	 	(b) 	
      US$200,000 of the outstanding US$446,591 in research fees
      owing up until June 30, 2009.



2.                      
Subscription and Release 

2.1                     On
the basis of the representations and warranties and subject to the terms and
conditions set forth herein, the Subscriber hereby irrevocably agrees, subject
to Sections 4 and 10, on the Closing Date (as defined in Section 4.1), to
convert the entire amount of the Outstanding Debt into the number of common
shares of the Company (rounding any fraction of a share to the nearest whole
share), determined by dividing the entire amount of the Outstanding Debt
(calculated in Canadian dollars by multiplying the US dollar amount of the
Outstanding Debt by the prior day exchange rate in Canadian dollars of one US
dollar, as listed in the New York edition of the Wall Street Journal on the
TSX-V trading day immediately preceding the date that the Company receives
acceptance from the TSX-V of the offering and the transactions contemplated
hereby (the “Acceptance Date”) by a conversion price (provided that such
conversion price is not less than the Discounted Market Price as such term is
defined in the policies of the TSX-V) per common share of the Company equal to
the average daily actual sales price of the Common Stock on the TSX-V on each on
the ten (10) trading days immediately preceding the Acceptance Date, or, if no
such sales have occurred on any of such dates, utilizing for each such date on
which no sales have occurred, the average of the closing bid and asked prices on
the TSX-V on such date, and (such subscription and agreement to convert being
the “Subscription” and such number of common shares being the “Shares”). The
Company shall not effect any stock split, reverse stock split, stock dividend or
any other capital change to its common stock on or prior to, or which has a
record date on or prior to, the Closing Date. The conversion of the Outstanding
Debt into the Shares shall occur automatically upon the Closing Date,
without further action on the part of either party hereto. 

2.2                     On
the basis of the representations and warranties and subject to the terms and
conditions set forth herein, the Company hereby irrevocably agrees to issue the
Shares, as duly issued and authorized, fully paid and non-assessable shares, and
deliver a duly and validly issued certificate representing the Shares, to the
Subscriber on the Closing Date, in exchange for the conversion of the
Outstanding Debt. The Subscriber hereby agrees that upon delivery of the Shares
by the Company in accordance with the provisions of this Agreement and
applicable law, all amounts outstanding under the Outstanding Debt will be fully
satisfied and extinguished, and the Subscriber will remise, release and forever
discharge FirstHand and the Company and their respective directors, officers,
employees, successors, solicitors, agents and assigns from any and all
obligations to pay the Outstanding Debt, other than any such obligations arising
out of or in connection with the issuance, sale and delivery of the Shares or
otherwise under this Agreement and/or the Omnibus Amendment. 




- 3 - 

3.                      
Documents Required from Subscriber 

3.1                    
The Subscriber has completed, signed and returned to the Company the following
documents: 

	 	(a) 	
      two (2) executed copies of this Agreement;

	 	 	 
	 	(b) 	
      an Accredited Investor Questionnaire in the form attached
      as Exhibit A (the “Questionnaire”); and

	 	 	 
	 	(c) 	
      if the Subscriber does not have a current Corporate
      Placee Registration Form on file with the TSX Venture Exchange (the
      “TSX-V”), the Corporate Placee Registration Form attached as Exhibit B
      hereto.



3.2                     The
Subscriber shall complete, sign and return to the Company, within thirty (30)
days following request by the Company, any additional documents, questionnaires,
notices and undertakings as may be required to be furnished by Columbia to
comply with applicable securities or stock exchange laws and regulations in
connection with the issuance of the Shares. 

4.                      
Conditions and Closing 

4.1                     Closing
of the offering of shares shall occur on the fifth business day following the
Acceptance Date (the “Closing Date”). The Company shall, at its own cost
and expense, use all reasonable efforts to obtain the acceptance by the TSX-V of
this Agreement and the transactions contemplated hereby as soon as may be
practicable following the execution and delivery of this Agreement. Not later
than the first business day following the Acceptance Date, the Company shall
furnish to Columbia by facsimile (i) a copy of all documentation evidencing such
acceptance by the TSX-V; (ii) notice of the Closing Date; and (iii) a reasonably
detailed calculation of the number of Shares, including specification of each of
the daily price components utilized in such calculation, the average thereof and
the exchange rate involved. Notwithstanding the foregoing, if (A) the Company
has breached any of its representations, warranties, covenants or agreements
contained herein on or prior to the Closing Date; or (B) the Acceptance Date has
not occurred on or prior to July 31, 2009, then Columbia may, by notice to the
Company on or prior to the proposed Closing Date then Columbia may, at any time,
by notice to the Company on or prior to the proposed Closing Date (in the case
of clause (A) above) or by notice to the Company on or following July 8, 2009
(in the case of clause (B) above) rescind this Agreement and in such event, the
Outstanding Debt continue to be outstanding. 

5.                      
Acknowledgements and Agreements of Subscriber 

5.1                     The
Subscriber acknowledges and agrees that: 

	 	(a) 	
      none of the Shares have been or, except as contemplated
      herein, will be registered under the 1933 Act, or under any state
      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 U.S. Persons, as that term is defined in
      Regulation S under the 1933 Act (“Regulation S”), except in accordance
      with the provisions of 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 and provincial
      securities laws;

	 	 	 
	 	(b) 	
      except as contemplated herein, the Subscriber
      acknowledges that the Company has not undertaken, and will have no
      obligation, to register any of the Shares under the 1933 Act;

	 	 	 
	 	(c) 	
      by completing the Questionnaire, the Subscriber is
      representing and warranting that the Subscriber is an “Accredited
      Investor”, as defined in Regulation D of the 1933 Act;

	 	 	 
	 	(d) 	
      except as contemplated by or provided in this Agreement,
      including, without limitation, paragraphs (e) and (f) below, and the other
      agreements, instruments and documents delivered
by







- 4 - 

	 		
      or on behalf of the Company in connection with the
      transactions contemplated by this Agreement (the “Transaction Documents”),
      the decision to execute this Agreement and acquire the Shares agreed to be
      acquired hereunder has not been based upon any oral or written
      representation as to fact or otherwise made by or on behalf of the Company
      and such decision is based entirely upon a review of any public
      information which has been filed by the Company with the Securities and
      Exchange Commission (“SEC”) in compliance, or intended compliance, with
      applicable securities legislation;

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

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

	 	 	 
	 	(g) 	
      the Company is entitled to rely on the representations
      and warranties of the Subscriber contained in this Agreement and the
      Questionnaire;

	 	 	 
	 	(h) 	
      the Company will refuse to register any transfer of the
      Shares not made in accordance with the provisions of Regulation S,
      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 accordance with any other applicable securities
      laws;

	 	 	 
	 	(i) 	
      the Subscriber has been advised to consult the
      Subscriber’s own legal, tax and other advisors with respect to the merits
      and risks of an investment in the Shares and with respect to applicable
      resale restrictions;

	 	 	 
	 	(j) 	
      in addition to resale restrictions imposed under U.S.
      securities laws, there are additional restrictions on the Subscriber’s
      ability to resell in Canada any of the Shares under the Securities Act
      (British Columbia) (the “B.C. Act”) and National Instrument 45-102 adopted
      by the British Columbia Securities Commission;

	 	 	 
	 	(k) 	
      the Subscriber consents to the placement of a legend on
      any certificate or other document evidencing any of the Shares to the
      effect that such securities have not been registered under the 1933 Act or
      any state securities or “blue sky” laws and setting forth or referring to
      the restrictions on transferability and sale thereof contained in this
      Agreement such legend to be substantially as
follows:




  
    
      
        NONE OF THE SECURITIES TO WHICH THIS AGREEMENT RELATES
          HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES
          LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD, DIRECTLY
          OR INDIRECTLY, IN THE UNITED STATES OR TO 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 STATE SECURITIES LAWS.

      

    

  






- 5 - 


  
    
      
        UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE
          HOLDER OF THE SECURITIES SHALL NOT TRADE THE SECURITIES BEFORE THE DATE
          THAT IS FOUR MONTHS AND A DAY FROM DATE OF ISSUANCE. 

        WITHOUT PRIOR WRITTEN APPROVAL OF THE TSX VENTURE EXCHANGE
          AND COMPLIANCE WITH ALL APPLICABLE SECURITIES LEGISLATION, THE SECURITIES
          REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, TRANSFERRED, HYPOTHECATED
          OR OTHERWISE TRADED ON OR THROUGH THE FACILITIES OF THE TSX VENTURE
          EXCHANGE OR OTHERWISE IN CANADA OR TO OR FOR THE BENEFIT OF A CANADIAN
          RESIDENT UNTIL THE DATE THAT IS FOUR MONTHS AND A DAY FROM DATE OF ISSUANCE.”
        

      

    

  



	 	(l) 	
      the Company has advised the Subscriber that the Company
      is relying on an exemption from the requirements to provide the Subscriber
      with a prospectus to issue the Shares and, as a consequence of acquiring
      the Shares pursuant to such exemption certain protections, rights and
      remedies provided by the applicable securities legislation of British
      Columbia including statutory rights of rescission or damages, will not be
      available to the Subscriber;

	 	 	 
	 	(m) 	
      the statutory and regulatory basis for the exemption
      claimed for the offer and sale of the Shares, although in technical
      compliance with Regulation S, would not be available if the offering is
      part of a plan or scheme to evade the registration provisions of the 1933
      Act;

	 	 	 
	 	(n) 	
      neither the SEC nor any other securities commission or
      similar regulatory authority has reviewed or passed on the merits of any
      of the Shares;

	 	 	 
	 	(o) 	
      no documents in connection with the sale of the Shares
      hereunder have been reviewed by the SEC or any state securities
      administrators;

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

	 	 	 
	 	(q) 	
      this Agreement is not enforceable by the Subscriber
      unless it has been accepted by the Company.



6.                      
Representations, Warranties and Covenants of the Subscriber


6.1                    
The Subscriber hereby represents and warrants to and covenants with the Company
(which representations, warranties and covenants shall survive the Closing)
that: 

	 	(a) 	
      it 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 have been obtained to authorize
      execution and performance of this Agreement on behalf of the
      Subscriber;

	 	 	 
	 	(b) 	
      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 the Subscriber is a corporate
      entity, 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; provided that no representation or warranty
      is made in this paragraph (b) concerning the Columbia
Agreements;

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







- 6 - 

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

	 	 	 
	 	(e) 	
      the Subscriber is acquiring the Shares as principal for
      investment only and not with a view to resale or distribution;

	 	 	 
	 	(f) 	
      the Subscriber is aware that an investment in the Company
      is speculative and involves certain risks, including the possible loss of
      the entire investment;

	 	 	 
	 	(g) 	
      the Subscriber has made an independent examination and
      investigation of an investment in the Shares and the Company and has
      depended on the advice of its legal and financial advisors;

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

	 	 	 
	 	(i) 	
      the Subscriber understands and agrees that the Company
      and others will rely upon the truth and accuracy of the acknowledgements,
      representations and agreements contained in this Agreement and the
      Questionnaire and agrees that if any of such acknowledgements,
      representations and agreements are no longer accurate or have been
      breached prior to the Closing, the Subscriber shall promptly notify
      the Company;

	 	 	 
	 	(j) 	
      the Subscriber (i) is able to fend for itself in the
      Subscription; (ii) has such knowledge and experience in business matters
      as to be capable of evaluating the merits and risks of its prospective
      investment in the Shares; and (iii) has the ability to bear the economic
      risks of its prospective investment and can afford the complete loss of
      such investment;

	 	 	 
	 	(k) 	
      the Subscriber understands and agrees that none of the
      Shares have been registered under the 1933 Act, or under any state
      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 U.S. Persons except in accordance with the
      provisions of 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 and provincial
      securities laws;

	 	 	 
	 	(l) 	
      by completing the Questionnaire, the Subscriber is
      representing and warranting that it is an “Accredited Investor” as that
      term is defined in Regulation D of the 1933 Act;

	 	 	 
	 	(m) 	
      all information contained in the Questionnaire is
      complete and accurate and may be relied upon by the Company, and the
      Subscriber will notify the Company immediately of any material change in
      any such information occurring prior to the closing of the purchase of the
      Shares;

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

	 	 	 
	 	(o) 	
      the Subscriber understands and agrees that the Company
      will refuse to register any transfer of the Shares not made in accordance
      with the provisions of Regulation S, pursuant to an effective registration
      statement under the 1933 Act or pursuant to an available exemption from
      the registration requirements of the 1933 Act;

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







- 7 - 

	 	(q) 	
      except as otherwise contemplated by this Agreement or the
      other Transaction Documents, no person has made to the Subscriber any
      written or oral representations:

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

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

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

	 	 	 	 
	 		(iv) 	
      that any of the Shares will be listed and posted for
      trading on any stock exchange or automated dealer quotation system or that
      application has been made to list and post any of the Shares of the
      Company on any stock exchange or automated dealer quotation system;
    and

	 	 	 	 
	 	(r) 	
      the Subscriber has provided to the Company, along with an
      executed copy of this Agreement:

	 	 	 	 
	 		(i) 	
      fully completed and executed Questionnaire in the form
      attached hereto as Exhibits A, and

	 	 	 	 
	 		(ii) 	
      such other supporting documentation that the Company or
      its legal counsel may request to establish the Subscriber’s qualification
      as a qualified investor.



6.2                     In
this Agreement, the term “U.S. Person” shall have the meaning ascribed thereto
in Regulation S promulgated under the 1933 Act and for the purpose of the
Agreement includes any person in the United States. 

7.                      
Present Ownership of Securities 

7.1                    
The Subscriber either [check appropriate box]: 

	 	[ ] 	
      does not own directly or indirectly, or exercise control
      or direction over, any common shares of the Company (“Common Shares”) or
      securities convertible into Common Shares; or 

	 	  	
       

	 	[ ] 	 owns directly or indirectly,
        or exercises control or direction over, ____________ Common Shares and
        convertible securities entitling the holder thereof to acquire an additional
        ____________ Common Shares. 



8.                      
Insider Status 

8.1                     The
Subscriber either [check appropriate box]: 

	 	[ ] 	
      is an “Insider” of the Company as defined in the
      Securities Act (British Columbia), namely: “Insider”
  means:

	 	 	 	 	 
	 		(i) 	
      a director or senior officer of the Company;

	 	 	 	 	 
	 		(ii) 	
      a director or senior officer of a person that is itself
      an insider or subsidiary of the Company;

	 	 	 	 	 
	 		(iii) 	
      a person that has:

	 	 	 	 	 
	 			A. 	
      direct or indirect beneficial ownership of;

	 	 	 	 	 
	 			B. 	
      control or direction over; or







- 8 - 

	 	C. 	
      a combination of direct or indirect beneficial ownership
      of and of control or direction over




	 		
      securities of the Company carrying more than 10% of the
      voting rights attached to all the Company’s outstanding voting securities,
      excluding, for the purpose of the calculation of the percentage held, any
      securities held by the person as underwriter in the course of a
      distribution; or

	 	 	 
	 	(iv) 	
      the Company itself, if it has purchased, redeemed or
      otherwise acquired any securities of its own issue, for so long as it
      continues to hold those securities; or




	 	[x]	is not an Insider of the Company.
    


9.                     
   Member of “Pro Group” 

9.1                   
 The Subscriber either [check appropriate box]: 

	 	[ ] 	
      is a Member of the “Pro Group” as defined in the Rules of
      the TSX-V, namely: “Pro Group” means:

	 	 	 	 	 
	 		(i) 	
      Subject to subparagraphs (ii), (iii) and (iv) below, “Pro
      Group” shall include, either individually or as a group:

	 	 	 	 	 
	 			A. 	
      the member (i.e. a member of the TSX-V under the TSX-V
      requirements);

	 	 	 	 	 
	 			B. 	
      employees of the member;

	 	 	 	 	 
	 			C. 	
      partners, officers and directors of the member;

	 	 	 	 	 
	 			D. 	
      affiliates of the member; and

	 	 	 	 	 
	 			E. 	
      associates of any parties referred to in subparagraphs
      (i) through (iv).

	 	 	 	 	 
	 		(ii) 	
      The TSX-V may, in its discretion, include a person or
      party in the Pro Group for the purposes of a particular calculation where
      the TSX-V determines that the person is not acting at arm’s length of the
      member.

	 	 	 	 	 
	 		(iii) 	
      The TSX-V may, in its discretion, exclude a person from
      the Pro Group for the purposes of a particular calculation where the TSX-V
      determines that the person is acting at arm’s length of the
  member.

	 	 	 	 	 
	 		(iv) 	
      The member may deem a person who would otherwise be
      included in the Pro Group pursuant to subparagraph (i) to be excluded from
      the Pro Group where the member determines that:

	 	 	 	 	 
	 			A. 	
      the person is an affiliate or associate of the member
      acting at arm’s length of the member;

	 	 	 	 	 
	 			B. 	
      the associate or affiliate has a separate corporate and
      reporting structure;

	 	 	 	 	 
	 			C. 	
      there are sufficient controls on information flowing
      between the member and the associate or affiliate; and

	 	 	 	 	 
	 			D. 	
      the member maintains a list of such excluded persons;
      or







- 9 - 

	 	[x]	is not a member of the Pro Group.
    


10.                   
 Conditional upon TSX-V Acceptance. 

10.1                  
Without limitation, this Subscription and the transactions contemplated hereby
are subject conditional upon and subject to Section 4.1, including the Company
receiving acceptance from the TSX-V of the offering and the transactions
contemplated hereby.

11.                   
 Representations and Warranties will be Relied Upon by the
Company 

11.1                  
The Subscriber acknowledges that the representations and warranties contained
herein are made by it with the intention that such representations and
warranties may be relied upon by the Company and its legal counsel in
determining the Subscriber’s eligibility to acquire the Shares under applicable
securities legislation. The Subscriber further agrees that by accepting delivery
of the certificates representing the Shares on the Closing Date, 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 acquisition by the Subscriber of the Shares and
notwithstanding any subsequent disposition by the Subscriber of such securities.


12.                    
Piggyback Registration Rights; Rule 144 Compliance 

12.1                  
If the Company determines to proceed with the preparation and filing with the
SEC of a registration statement (the “Registration Statement”) relating to an
offering for its own account or the account of others under the 1933 Act of any
of its common shares, other than on Form S-4 or Form S-8 (each as promulgated
under the 1933 Act) or its then equivalents relating to equity securities
issuable in connection with stock option or other employee benefit plans, the
Company shall send to the Subscriber written notice of such determination and,
if within thirty (30) days after receipt of such notice, the Subscriber shall so
request in writing, the Company will cause the registration under the 1933 Act
of the Shares and (the “Registrable Securities”), provided that if at any time
after giving written notice of its intention to register any of its common
shares and prior to the effective date of the registration statement filed in
connection with such registration, the Company shall determine for any reason
not to register or to delay registration of such common shares, the Company may,
at its election, give written notice of such determination to the Subscriber
and, thereupon, (i) in the case of a determination not to register, shall be
relieved of its obligation to register the Registrable Securities in connection
with such registration, and (ii) in the case of a determination to delay
registering, shall be permitted to delay registering the Registrable Securities
for the same period as the delay in registering such other common shares. The
Company shall include in such registration statement all or any part of the
Registrable Securities provided however that the Company shall not be required
to register any Shares that are eligible for sale without volume restrictions
pursuant to Rule 144 under the 1933 Act. Notwithstanding any other provision in
this Section 12, if the Company receives a comment from the SEC which
effectively results in the Company having to reduce the number of Registrable
Securities included on such Registration Statement, then the Company may, in its
sole discretion, reduce on a pro rata basis the number of Registrable Securities
to be included in such Registration Statement. 

12.2                  
In connection with each Registration Statement described in this Section 12, the
Subscriber will furnish to the Company in writing such information and
representation letters with respect to itself and the proposed distribution by
it as reasonably shall be necessary in order to assure compliance with federal
and applicable state securities laws. The Company may require the Subscriber to
furnish to the Company a certified statement as to the number of shares of
common stock beneficially owned by the Subscriber and the name of the natural
person thereof that has voting and dispositive control over the Shares. 

12.3                  
All fees and expenses incident to the performance of or compliance with the
filing of the Registration Statement shall be borne by the Company whether or
not any Registrable Securities are sold pursuant to the Registration Statement.
The fees and expenses referred to in the foregoing sentence shall include,
without limitation, (i) all registration and filing fees (including, without
limitation, fees and expenses (A) with respect to filings required to be made
with the OTC Bulletin Board or other exchange or quotation service on which the
common stock of the Company is then listed for trading, and (B) in compliance
with applicable state securities or Blue Sky laws), (ii) printing expenses
(including, without limitation, expenses of printing certificates for
Registrable 




- 10 - 

Securities and of printing prospectuses if the printing of
prospectuses is reasonably requested by the holders of a majority of the
Registrable Securities included in the Registration Statement), (iii) messenger,
telephone and delivery expenses, (iv) fees and disbursements of counsel for the
Company, (v) 1933 Act liability insurance, if the Company so desires such
insurance, and (vi) fees and expenses of all other persons retained by the
Company in connection with the filing of the Registration Statement. In
addition, the Company shall be responsible for all of its internal expenses
incurred in connection with the filing of the Registration Statement (including,
without limitation, all salaries and expenses of its officers and employees
performing legal or accounting duties), the expense of any annual audit and the
fees and expenses incurred in connection with the listing of the Registrable
Securities on any securities exchange, if applicable. In no event shall the
Company be responsible for any broker or similar commissions or, except to the
extent provided for hereunder, any legal fees or other costs of the Subscriber;
provided that if the Company is otherwise paying for the fees or expenses of
counsel to any selling holders in connection with such registration, then
Columbia shall be entitled, at the cost and expense of the Company, to utilize
the services of such counsel. 

12.4                  
The Company shall, notwithstanding any termination of this Agreement, indemnify
and hold harmless the Subscriber, its officers, trustees, directors, agents and
employees, and each person who controls the Subscriber (within the meaning of
Section 15 of the 1933 Act or Section 20 of the Securities Exchange Act of 1934,
as amended (the “1934 Act”)) and the officers, directors, agents and employees
of each such controlling person, to the fullest extent permitted by applicable
law, from and against any and all losses, claims, damages, liabilities, costs
(including, without limitation, reasonable attorneys’ fees) and expenses
(collectively, “Losses”), as incurred, arising out of or relating to (i) any
untrue or alleged untrue statement of a material fact contained in the
Registration Statement, or in any amendment or supplement thereto or in any
preliminary prospectus, or arising out of or relating to any omission or alleged
omission of a material fact required to be stated therein or necessary to make
the statements therein not misleading, and (ii) any violation or breach, actual
or alleged, by the Company, its directors, officers, agents and employees, each
person who controls the Company (within the meaning of Section 15 of the 1933
Act and Section 20 of the 1934 Act), and the directors, officers, agents or
employees of such controlling persons, of any applicable securities or stock
exchange laws, rules and regulations, except to the extent, but only to the
extent, that (A) such untrue statements or omissions are based solely upon
information regarding the Subscriber furnished in writing to the Company by the
Subscriber expressly for use therein, or to the extent that such information
relates to the Subscriber or the Subscriber’s proposed method of distribution of
Registrable Securities and was reviewed and expressly approved in writing by the
Subscriber expressly for use in the Registration Statement, or in any amendment
or supplement thereto or (B) the use by the Subscriber of an outdated or
defective Registration Statement after the Company has notified the Subscriber
in writing that the Registration Statement is outdated or defective. 

12.5                  
The Subscriber shall indemnify and hold harmless the Company, its directors,
officers, agents and employees, each person who controls the Company (within the
meaning of Section 15 of the 1933 Act and Section 20 of the 1934 Act), and the
directors, officers, agents or employees of such controlling persons, to the
fullest extent permitted by applicable law, from and against all Losses, as
incurred, to the extent arising solely out of or based solely upon: (x) the
Subscriber’s failure to comply with the prospectus delivery requirements of the
1933 Act or (y) any untrue or alleged untrue statement of a material fact
contained in any Registration Statement, or in any amendment or supplement
thereto or in any preliminary prospectus, or arising out of or relating to any
omission or alleged omission of a material fact required to be stated therein or
necessary to make the statements therein not misleading (i) to the extent, but
only to the extent, that such untrue statement or omission is contained in any
information so furnished in writing by the Subscriber to the Company
specifically for inclusion in the Registration Statement or (ii) to the extent,
but only to the extent, that such untrue statements or omissions are based
solely upon information regarding the Subscriber furnished in writing to the
Company by the Subscriber expressly for use therein, or (iii) to the extent that
such information relates to the Subscriber or the Subscriber’s proposed method
of distribution of Registrable Securities and was reviewed and expressly
approved in writing by the Subscriber expressly for use in the Registration
Statement or in any amendment or supplement thereto or (z) the use by the
Subscriber of an outdated or defective Registration Statement after the Company
has notified the Subscriber in writing and the Subscriber has received notice
that the Registration Statement is outdated or defective. In no event shall the
liability of the Subscriber hereunder be greater in amount than the dollar
amount of the net proceeds received by the Subscriber upon the sale of the
Registrable Securities giving rise to such indemnification obligation. 




- 11 - 

12.6                  
If a claim for indemnification hereunder is unavailable to either the Company or
the Subscriber (in each case, an “Indemnified Party or Indemnified Parties”, as
applicable) (by reason of public policy or otherwise), then each Indemnifying
Party, in lieu of indemnifying such Indemnified Party, shall contribute to the
amount paid or payable by such Indemnified Party as a result of such Losses, in
such proportion as is appropriate to reflect the relative fault of the
Indemnifying Party and Indemnified Party in connection with the actions,
statements or omissions that resulted in such Losses as well as any other
relevant equitable considerations. The relative fault of such Indemnifying Party
and Indemnified Party shall be determined by reference to, among other things,
whether any action in question, including any untrue or alleged untrue statement
of a material fact or omission or alleged omission of a material fact, has been
taken or made by, or relates to information supplied by, such Indemnifying Party
or Indemnified Party, and the parties’ relative intent, knowledge, access to
information and opportunity to correct or prevent such action, statement or
omission. The amount paid or payable by a party as a result of any Losses shall
be deemed to include, subject to the limitations set forth in this Subscription,
any reasonable attorneys’ or other reasonable fees or expenses incurred by such
party in connection with any proceeding to the extent such party would have been
indemnified for such fees or expenses if the indemnification provided for in
this section was available to such party in accordance with its terms. The
parties hereto agree that it would not be just and equitable if contribution
pursuant to this section were determined by pro rata allocation or by any other
method of allocation that does not take into account the equitable
considerations referred to in the immediately preceding paragraph.
Notwithstanding the provisions of this section, no Subscriber shall be required
to contribute, in the aggregate, any amount in excess of the amount by which the
proceeds actually received by the Subscriber from the sale of the Registrable
Securities subject to the proceeding exceeds the amount of any damages that the
Subscriber has otherwise been required to pay by reason of such untrue or
alleged untrue statement or omission or alleged omission, except in the case of
fraud by the Subscriber.

12.7                  
With a view to making available the benefits of certain rules and regulations of
the SEC which may at any time permit the sale of the Shares to the public
without registration after the initial public offering, Company agrees to (i)
make and keep public information available, as those terms are understood and
defined in Rule 144 under the 1933 Act, (ii) use Company’s best efforts to file
with the SEC in a timely manner all reports and other documents required of
Company under the 1933 Act and the 1934 Act, (iii) furnish to each holder of
Registrable Securities (as hereinafter defined) forthwith upon request a written
statement by Company as to Company’s compliance with the reporting requirements
of Rule 144 and of the 1933 Act and the 1934 Act, a copy of the most recent
annual or quarterly report of Company, and such other reports and documents so
filed by Company as such holder may reasonably request in availing itself of any
rule or regulation of the SEC allowing such holder to sell any Shares without
registration, and (iv) use Company’s best efforts to satisfy the requirements of
Rule 144, the 1933 Act and the 1934 Act and all related rules and regulations
promulgated under such Acts in order to permit the sale of Subscriber’s shares
without restriction at the earliest possible date.

13.                    
Representations and Warranties of the Company 

13.1                  
The Company hereby represents and warrants to and covenants with the Subscriber
(which representations, warranties and covenants shall survive the Closing)
that: 

	 	(a) 	
      the Company is a corporation duly organized, validly
      existing and in good standing under the laws of the State of Nevada and
      has all requisite corporate power and authority to own and lease its
      properties, to carry on its business as presently conducted and as
      presently proposed to be conducted and to execute, deliver and perform
      this Agreement, and each other document or instrument to be executed and
      delivered by or on behalf of the Company in connection with the execution
      and delivery of this Agreement, and to consummate the transactions
      contemplated by this Agreement. The Company is authorized to do business
      and is in good standing as a foreign corporation in each jurisdiction the
      laws of which require it to be so qualified or in good standing. The
      execution, delivery and performance by the Company of, and the
      consummation by the Company of the transactions contemplated by, this
      Agreement have been duly authorized by all requisite corporate action by
      or on behalf of the Company, and this Agreement constitutes a valid and
      binding obligation of the Company, enforceable against the Company in
      accordance with its terms;







- 12 - 

	 	(b) 	
      the offer, sale, issuance and delivery of the Shares have
      been duly authorized by all requisite corporate action by or on behalf of
      the Company and when so issued, sold and delivered, the Shares will be
      validly issued and outstanding, fully paid and nonassessable and not
      subject to any preemptive or other rights of any shareholder of the
      Company or any other party and free and clear of any and all liens,
      charges or other encumbrances, other than any encumbrances created under
      applicable securities law resale restrictions;

	 	 	 
	 	(c) 	
      the execution, delivery and performance of, and the
      consummation of the transactions contemplated by, this Agreement,
      including, without limitation, the offer, sale, issuance and delivery of
      the Shares pursuant to this Agreement, have not resulted and will not
      result in (a) any violation of, or default under, or conflict with, or
      constitute, with or without the passage of time and/or the giving of
      notice, any violation of, or default under or give rise to any right of
      termination, cancellation or acceleration under (i) any term or provision
      of the Company’s Certificate of Incorporation or By-laws, (ii) any term or
      provision of any (A) contract, agreement, instrument, arrangement or
      understanding, or (B) judgment, order, writ, injunction or decree of any
      court, government agency or any arbitrator, in each case, to which the
      Company is a party or by which it or its properties or assets are bound,
      or (iii) any statute, rule or regulation applicable to the Company or its
      properties or assets, or (b) the creation of any lien, charge or other
      encumbrance upon any of the properties or assets of the Company;

	 	 	 
	 	(d) 	
      no consent, approval, waiver or authorization of, or
      designation, declaration or filing with, any court, governmental authority
      or instrumentality or arbitrator or any other person or entity is required
      in connection with the valid execution, delivery and performance of, and
      the consummation of the transactions contemplated by, this Agreement by or
      on behalf of the Company, including, without limitation, the offer, sale,
      issuance or delivery of the Shares, except for the acceptance of such
      issuance by the TSX-V and qualification (or taking such action as may be
      necessary to secure an exemption from qualification, if available) of the
      offer and sale of the Shares under applicable state securities or blue sky
      laws, which qualifications and other action, if required, will be duly
      accomplished in a timely manner;

	 	 	 
	 	(e) 	
      the offer and sale of the Shares to be issued in
      conformity with the terms of this Agreement constitute transactions exempt
      from the registration requirements of Section 5 of the 1933 Act and, and
      in compliance with all applicable Canadian federal and state and
      provincial securities or blue sky laws, rules and regulations. The
      issuance of the Shares is exempt from registration and prospectus
      requirements under the B.C. Act and B.C. Regulations;

	 	 	 
	 	(f) 	
      the Company has a class of Shares registered under the
      1934 Act. As of their respective dates, each report, schedule,
      registration statement and proxy statement filed by the Company with the
      SEC (collectively, and as such documents have since the time of their
      filing been amended, the “Company SEC Documents”) complied in all material
      respects with the requirements of the 1933 Act, or the 1934 Act, as the
      case may be, and the rules and regulations of the SEC thereunder
      applicable to such the Company SEC Documents. The Company SEC Documents
      constitute all of the documents and reports that the Company was required
      to file with the SEC pursuant to the 1933 Act, the 1934 Act and the rules
      and regulations promulgated by the SEC under each such Act;

	 	 	 
	 	(g) 	
      the Company is a reporting issuer under the laws of
      British Columbia and is in good standing as a reporting issuer and is not
      on the list of defaulting issuers maintained pursuant to securities laws
      of British Columbia. As of their respective dates, all documents filed
      with the securities commissions or equivalent regulatory authorities
      and/or the TSX-V, as the case may be, (collectively, and as such documents
      have since the time of their filing been amended, the “Company TSX-V
      Documents”; the Company TSX-V Documents, together with the Company SEC
      Documents, the “Company Filed Documents”) in order for the Company to be
      in compliance with its timely and continuous disclosure obligations under
      National Instrument 51-102 and applicable securities legislation in
      British Columbia and the rules and policies of the TSX-V complied with the
      requirements of National Instrument 51-102 and applicable
  securities







- 13 - 

	 		
      legislation in British Columbia and the rules and
      policies of the TSX-V, as the case may be. The Company TSX-V Documents
      constitute all of the documents and reports that the Company was required
      to file with the securities commission or equivalent regulatory authority
      and/or the TSX-V in order for the Company to be in compliance with its
      timely and continuous disclosure obligations under National Instrument
      51-102 and applicable securities legislation in British Columbia and the
      rules and policies of the TSX-V;

	 	 	 
	 	(h) 	
      none of the Company Filed Documents, on the date of
      filing, contain any contained an untrue statement of a material fact or
      omitted to state a material fact required to be stated therein or
      necessary to make the statements therein, in light of the circumstances
      under which they were made, not misleading;

	 	 	 
	 	(i) 	
      since January 31, 2009, the date of the latest financial
      statements included in the Company Filed Documents, except as and to the
      extent disclosed in the Company SEC Documents, there has not been (i) a
      Material Adverse Effect with respect to the Company; or (ii) any material
      change by the Company in its accounting methods, principles or practices.
      For the purposes of this Agreement, “Material Adverse Effect” means, when
      used in connection with an entity, any change, event, violation,
      inaccuracy, circumstance or effect that is materially adverse to the
      business, assets (including intangible assets), Liabilities (as defined
      below), capitalization, ownership, financial condition or results of
      operations of such entity or subsidiaries taken as a whole. For the
      purposes of this Agreement, the term “Liabilities” includes any direct or
      indirect indebtedness, guaranty, endorsement, claim, loss, damage,
      deficiency, cost, expense, obligation or responsibility, fixed or unfixed,
      known or unknown, asserted choate or inchoate, liquidated or unliquidated,
      secured or unsecured;

	 	 	 
	 	(j) 	
      the Company maintains a system of internal accounting
      controls sufficient to provide reasonable assurance that (i) transactions
      are executed in accordance with management’s general or specific
      authorizations, (ii) transactions are recorded as necessary to permit
      preparation of financial statements in conformity with GAAP and to
      maintain asset accountability, (iii) access to assets is permitted only in
      accordance with management’s general or specific authorization, and (iv)
      the recorded accountability for assets is compared with the existing
      assets at reasonable intervals and appropriate action is taken with
      respect to any differences;

	 	 	 
	 	(k) 	
      the Company is currently quoted on the OTC Bulletin Board
      and the TSX-V and has not, in the 12 months preceding the date hereof,
      received any notice from the OTC Bulletin Board, the TSX-V or any other
      trading market on which the Company’s common stock is or has been listed
      or quoted to the effect that the Company is not in compliance with the
      respective quoting, listing or maintenance requirements of the OTC
      Bulletin Board, the TSX-V or such other trading market. No securities
      commission or other regulatory authority has issued any order preventing,
      ceasing, halting or suspending the trading of the Company securities or
      prohibiting or conditioning (other than the requirement for TSX-V
      acceptance, as described in Section 10.1) the issuance of the Shares to be
      delivered hereunder, and, to the best of the Company’s knowledge, no
      investigations or proceedings for any such purpose are pending or
      threatened. Neither the Company nor any of its past or present officers or
      directors is the subject of any formal or informal inquiry or
      investigation by the SEC or FINRA or any other securities exchange,
      commission or other securities regulatory or self-regulatory authority.
      The Company currently does not have any outstanding comment letters, other
      correspondences or notice of any other unresolved issues from the SEC,
      FINRA or any other securities commission or other securities regulatory
      authority; and

	 	 	 
	 	(l) 	
      no representation or warranty by the Company in this
      Agreement nor any certificate, schedule, statement, document or instrument
      furnished or to be furnished to the Subscriber pursuant hereto contains or
      will contain any untrue statement of a material fact or omits or will omit
      to state a material fact required to be stated herein or therein or
      necessary to make any statement herein or therein not materially
      misleading.







- 14 - 

14.                   
 Representations and Warranties will be Relied Upon by
Columbia 

14.1                  
The Company acknowledges that the representations and warranties contained
herein are made by it with the intention that such representations and
warranties may be relied upon by the Subscriber and its legal counsel in
determining the Subscriber’s willingness to convert the Outstanding Debt and
acquire the Shares. The Company further agrees that by delivery of the
certificates representing the Shares on the Closing Date, 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 Company on the Closing Date and that they
will survive the acquisition by the Subscriber of the Shares and notwithstanding
any subsequent disposition by the Subscriber of such securities. 

15.                    
Resale Restrictions 

15.1                  
The Subscriber acknowledges that any resale of the Shares will be subject to
resale restrictions contained in the securities legislation applicable to the
Subscriber or proposed transferee. The Subscriber acknowledges that none of the
Shares have been registered under the 1933 Act or the securities laws of any
state of the United States. None of the Shares may be offered or sold in the
United States unless registered in accordance with United States federal
securities laws and all applicable state and provincial securities laws or
exemptions from such registration requirements are available. 

16.                    
Legending and Registration of Subject Securities 

16.1                  
The Subscriber hereby acknowledges that a legend may be placed on the
certificates representing the Shares in accordance with Section 5.1(k),
to the effect that the Shares represented by such certificates are subject
to a hold period and may not be traded until the expiry of such hold period
except as permitted by applicable securities legislation. 

16.2                  
The Subscriber hereby acknowledges and agrees to the Company making a notation
on its records or giving instructions to the registrar and transfer agent of the
Company in order to implement the restrictions on transfer set forth and
described in this Agreement.

16.3                  
Notwithstanding anything herein to the contrary, the restrictions imposed by
this Agreement on the transferability of any Shares shall cease and terminate
when: (a) any such Shares are transferred or otherwise disposed of in accordance
with the intended method of disposition set forth in a registration statement or
such other method that does not require that the securities transferred bear the
legend set forth in Section 5.1(k) hereof; or (b) the holder of such Shares has
met the requirements for transfer without volume restrictions pursuant to Rule
144 under the 1933 Act. Whenever such restrictions imposed have terminated in
accordance with the preceding sentence or (in the opinion, reasonably acceptable
to the Company, of counsel to the holder of the Shares) have otherwise
terminated, a holder of a certificate for such Shares as to which such
restrictions have terminated shall be entitled to receive from the Company,
without expense, as soon as practicable (and, in any event, no later than 10
days following such termination or delivery of such opinion to the Corporation,
as the case may be), a new certificate not bearing the restrictive legend set
forth in Section 5.1(k) hereof and not containing any other reference to the
restrictions imposed by this Agreement. 

17.                   
 Collection of Personal Information 

17.1                  
The Subscriber acknowledges and consents to the fact that the Company is
collecting the Subscriber’s personal information for the purpose of fulfilling
this Agreement and completing the transactions contemplated herein. The
Subscriber’s personal information (and, if applicable, the personal information
of those on whose behalf the Subscriber is contracting hereunder) may be
disclosed by the Company to (a) stock exchanges or securities regulatory
authorities, (b) the Company’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 transactions contemplated herein, including legal
counsel, and may be included in record books in connection with the transactions
contemplated herein. By executing this Agreement, the Subscriber is deemed to be
consenting to the foregoing collection, use and disclosure of the Subscriber’s
personal 




- 15 - 

information (and, if applicable, the personal information of
those on whose behalf the Subscriber is contracting hereunder) and to the
retention of such personal information for as long as permitted or required by
law or business practice. Notwithstanding that the Subscriber may be purchasing
Shares as agent on behalf of an undisclosed principal, the Subscriber agrees to
provide, on request, particulars as to the identity of such undisclosed
principal as may be required by the Company in order to comply with the
foregoing. 

18.                   
 Consent 

18.1                  
By executing this Agreement, the Subscriber (on its own behalf and, if
applicable, on behalf of each beneficial purchaser on whose behalf the
Subscriber is acting) acknowledges and expressly consents to: 

	 	(a) 	
      the disclosure of Personal Information by the Company to
      the TSX-V (as described in TSX-V Appendix 6A, a copy of which is attached
      as Exhibit C hereto) pursuant to Form 4B; and

	 	 	 
	 	(b) 	
      the collection, use and disclosure of personal
      information by the TSX-V for the purposes described in Appendix 6A or as
      otherwise identified by the TSX-V, from time to
time.



For the purposes of this Section 17, “Personal Information”
means any information about the Subscriber, and includes information contained
in Part II Items 8, 9, 10 and Part IV Item 3(a), as applicable, of Form 4B, and
“Form 4B” means TSX-V Form 4B entitled Private Placement Notice Form.


19.                   
 Costs 

19.1                  
Each party shall bear its own costs and expenses (including any fees and
disbursements of any counsel retained by such party) relating to the issuance of
the Shares and the other transactions contemplated by this Agreement. 

20.                   
 Governing Law 

20.1                  
This Agreement shall be governed by New York law applicable to agreements made
and to be fully performed in the State of New York. The parties agree that any
and all claims arising under this Agreement or relating thereto shall be heard
and determined exclusively in the United States District Court for the Southern
District of New York or in the courts of the State of New York located in the
City and County of New York, and the parties agree to submit themselves to the
personal jurisdiction of those courts and not to raise any objection to venue
being had in those courts. 

21.                    
Currency 

21.1                  
Any reference to currency is to the currency of the United States of America
unless otherwise indicated. 

22.                    
Survival 

22.1                  
This Agreement, including without limitation the representations, warranties and
covenants contained herein, shall survive and continue in full force and effect
and be binding upon the parties hereto notwithstanding the completion of the
purchase of the Shares by the Subscriber pursuant hereto. 

23.                   
 Assignment 

23.1                  
This Agreement, and each of the provisions hereof, shall be binding upon, and
inure to the benefit of the Company and Columbia and their respective successors
and assigns as to this Agreement or any such provision. Notwithstanding the
foregoing, neither this Agreement nor any provision hereof may be assigned by
the Company without Columbia’s prior written consent.

23.2                  
This Agreement is not transferable or assignable. 




- 16 - 

24.                   
 Severability 

24.1                  
The invalidity or unenforceability of any particular provision of this Agreement
shall not affect or limit the validity or enforceability of the remaining
provisions of this Agreement. 

25.                   
 Entire Agreement 

25.1                  
Except as expressly provided in this Agreement and in the agreements,
instruments and other documents contemplated or provided for herein, this
Agreement contains the entire agreement between the parties with respect to the
sale of the Shares. 

26.                   
Notices 

26.1                  
All notices, requests, consents and other communications to be given, delivered
or otherwise made hereunder to any party shall be deemed to be sufficient if
contained in a written instrument delivered in person, by overnight courier, or
duly sent by first class registered or certified mail, postage prepaid,
addressed to such party to the address set forth below or such other address as
may hereafter be designated in writing by either party by notice to the other;
provided that the Company notice to Columbia (provided for in Section 4.1 shall
be sent by facsimile or e-mail to Calvin Chu, email: cc2962@columbia.edu, Fax:
(212) 854-8463):

	 	(a) 	
      If to the Corporation, to:



Suite 300, One Bentall Centre 
505
Burrard Street 
Vancouver, British Columbia 
Canada V7X 1M3 

	 	(b) 	
      If to Columbia, to:



Executive Director 
Science &
Technology Ventures 
Columbia University 
80 Claremont Ave. #4F 
Mail
Code 9606 
New York, NY 10027-5712 

with a copy to: 

Office of the General Counsel

Columbia University 
412 Low Memorial Library 
535 West 116th
Street, Mailcode 4308 
New York, NY 10027 

All such notices and other communications shall be deemed to
have been received on the date of delivery. 

27.                   
 Counterparts and Electronic Means 

27.1                  
This Agreement may be executed in any number of counterparts, each of which,
when so executed and delivered, shall constitute an original and all of which
together shall constitute one instrument. Delivery of an executed copy of this
Agreement by electronic facsimile transmission or other means of electronic
communication capable of producing a printed copy will be deemed to be execution
and delivery of this Agreement as of the date hereinafter set forth. 




- 17 - 

IN WITNESS WHEREOF the Subscriber has duly executed this
Agreement as of the date of acceptance by the Company. 

	 	THE TRUSTEES OF COLUMBIA UNIVERSITY IN THE CITY
      OF NEW YORK 
	 	 
	 	 
	 	 
	 	 
	 	(EIN) 
	 	 
	 	80
      Claremont Avenue Suite 8F, 
	 	 
	 	New
      York, NY 10027 
	 	 
	 	USA
  






- 18 - 

A C C E P T A N C E 

The above-mentioned Agreement in respect of the Shares are
hereby accepted by CounterPath Corporation. 

DATED at Vancouver, British Columbia, the _______ day of July,
2009. 

 

COUNTERPATH CORPORATION 



Per:  
___________________________________
         
Authorized Signatory 




EXHIBIT A 

ACCREDITED INVESTOR QUESTIONNAIRE 

All capitalized terms herein, unless otherwise defined, have
the meanings ascribed thereto in the Agreement. 

This Questionnaire is for use by the Subscriber who has
indicated an interest in purchasing the Shares to be issued by CounterPath
Corporation (the “Company”). The purpose of this Questionnaire is to assure the
Company that the Subscriber will meet the standards imposed by the United States
Securities Act of 1933 (the “1933 Act”) and the appropriate exemptions of
applicable state securities laws. The Company will rely on the information
contained in this Questionnaire for the purposes of such determination. Except
as contemplated by the Agreement, the Shares will not be registered under the
1933 Act in reliance upon the exemption from registration afforded by Section
3(b) and/or Section 4(2) and Regulation D of the 1933 Act. This Questionnaire is
not an offer of the Shares or any other securities of the Company in any state
other than those specifically authorized by the Company. 

All information contained in this Questionnaire will be treated
as confidential. However, by signing and returning this Questionnaire, the
Subscriber agrees that, if necessary, this Questionnaire may be presented to
such parties as the Company deems appropriate to establish the availability,
under the 1933 Act or applicable state securities law, of an exemption from
registration in connection with the sale of the Securities hereunder. 

The Subscriber covenants, represents and warrants to the
Company that it satisfies one or more of the categories of “Accredited
Investors”, as defined by Regulation D promulgated under the 1933 Act, as
indicated below: (Please initial in the space provide those categories, if any,
of an “Accredited Investor” which the Subscriber satisfies) 

____ Category 1 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 Securities, with total assets
in excess of US $5,000,000; 

____ Category 2 A natural person whose
individual net worth, or joint net worth with that person’s spouse, on the date
of purchase exceeds US $1,000,000; 

____ Category 3 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 that person’s 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; 

____ Category 4 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 $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 $5,000,000, or, if a self-directed plan, whose investment decisions
are made solely by persons that are accredited investors; 

____ Category 5 A private business
development company as defined in Section 202(a)(22) of the Investment
Advisers Act of 1940 (United States); 




- 2 - 

____ Category 6 A director or executive
officer of the Company; 

____ Category 7 A trust with total
assets in excess of $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; 

____ Category 8 An entity in which all
of the equity owners satisfy the requirements of one or more of the foregoing
categories; 

Note that the Subscriber claiming to satisfy one of the above
categories of Accredited Investor may be required to supply the Company with a
balance sheet, prior years’ federal income tax returns or other appropriate
documentation to verify and substantiate the Subscriber’s status as an
Accredited Investor. 

If the Subscriber is an entity which initialled Category 8 in
reliance upon the Accredited Investor categories above, state the name, address,
total personal income from all sources for the previous calendar year, and the
net worth (exclusive of home, home furnishings and personal automobiles) for
each equity owner of the said entity:

The Subscriber hereby certifies that the information contained
in this Questionnaire is complete and accurate and the Subscriber will notify
the Company promptly of any change in any such information. If this
Questionnaire is being completed on behalf of a corporation, partnership, trust
or estate, the person executing on behalf of the Subscriber represents that it
has the authority to execute and deliver this Questionnaire on behalf of such
entity. 

IN WITNESS WHEREOF, the undersigned has executed this
Questionnaire as of the __ day of July, 2009. 

	If a Corporation, Partnership or Other 	 	If an Individual: 
	Entity: 	 	  
	 	 	 
	  	 	  
	Print or Type Name of Entity 	 	Signature 
	 	 	 
	 	 	 
	Signature of Authorized Signatory 	 	Print or Type Name 
	  	 	
	 	 	 
	Type of Entity 	 	  






EXHIBIT B 

 

FORM 4C 
CORPORATE PLACEE REGISTRATION FORM

Where subscribers to a Private Placement are not individuals,
the following information about the placee must be provided. This Form will
remain on file with the Exchange. The corporation, trust, portfolio manager or
other entity (the “Placee”) need only file it on one time basis, and it will be
referenced for all subsequent Private Placements in which it participates. If
any of the information provided in this Form changes, the Placee must notify the
Exchange prior to participating in further placements with Exchange listed
companies. If as a result of the Private Placement, the Placee becomes an
Insider of the Corporation, Insiders of the Placee are reminded that they must
file a Personal Information Form (2A) or, if applicable, Declarations, with the
Exchange.

	1. 	Placee Information: 
	 	 
	  	Name:
      ____________________________________________________________________________________________
	 	 
	  	Complete Address:
      __________________________________________________________________________________
	 	 
	  	_________________________________________________________________________________________________
	 	 
	  	Jurisdiction of Incorporation or Creation:
      _________________________________________________________________



	2. 	
      (a) Is the Placee purchasing securities as a portfolio
      manager (Yes/No)? 
  __________________________________________

	 	 
		
      (b) Is the Placee carrying on business as a portfolio
      manager outside of Canada (Yes/No)?
  ____________________________




	3. 	
      If the answer to 2(b) above was “Yes”, the undersigned
      certifies that:

	 	 	 
		(a) 	
      It is purchasing securities of an Issuer on behalf of
      managed accounts for which it is making the investment decision to
      purchase the securities and has full discretion to purchase or sell
      securities for such accounts without requiring the client’s express
      consent to a transaction;

	 	 	 
		(b) 	
      it carries on the business of managing the investment portfolios
        of clients through discretionary authority granted by those clients (a
        “portfolio manager” business) in ____________________ [jurisdiction],
        and it is permitted by law to carry on a portfolio manager business in
        that jurisdiction;

	 	 	 
		(c) 	
      it was not created solely or primarily for the purpose of
      purchasing securities of the Issuer;

	 	 	 
		(d) 	
      the total asset value of the investment portfolios it
      manages on behalf of clients is not less than $20,000,000; and

	 	 	 
		(e) 	
      it has no reasonable grounds to believe, that any of the
      directors, senior officers and other insiders of the Issuer, and the
      persons that carry on investor relations activities for the Issuer has a
      beneficial interest in any of the managed accounts for which it is
      purchasing.








	4. 	
      If the answer to 2(a). above was “No”, please provide the
      names and addresses of control persons of the
Placee:





	Name 	City 	Province or State 	Country 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 



The undersigned acknowledges that it is bound by the provisions
of applicable Securities Law, including provisions concerning the filing of
insider reports and reports of acquisitions (See for example, sections 87 and
111 of the Securities Act (British Columbia) and sections 176 and 182 of
the Securities Act (Alberta)). 

Acknowledgement - Personal Information 

“Personal Information” means any information about an
identifiable individual, and includes information contained in sections 1, 2 and
4, as applicable, of this Form. 

The undersigned hereby acknowledges and agrees that it has
obtained the express written consent of each individual to: 

	(a) 	
      the disclosure of Personal Information by the undersigned
      to the Exchange (as defined in Appendix 6B) pursuant to this Form;
    and

	 	 
	(b) 	
      the collection, use and disclosure of Personal
      Information by the Exchange for the purposes described in Appendix 6B or
      as otherwise identified by the Exchange, from time to
  time.



Dated at _____________________________________ on
_____________________________________. 

	 	 
	 	(Name of Subscriber - please print) 
	 	 
	 	 
	 	(Authorized Signature) 
	 	 
	 	 
	 	(Official Capacity - please print) 
	 	 
	 	 
	 	(please print name of individual whose
      signature 
	 	appears above) 


THIS IS NOT A PUBLIC DOCUMENT 





	 	EXHIBIT C 	 


APPENDIX 6A 
ACKNOWLEDGEMENT – PERSONAL INFORMATION


 

TSX Venture Exchange Inc. and its affiliates, authorized
agents, subsidiaries and divisions, including the TSX Venture Exchange
(collectively referred to as “the Exchange”) collect Personal Information in
certain Forms that are submitted by the individual and/or by an Issuer or
Applicant and use it for the following purposes: 

	to conduct background checks,
  
	to verify the Personal Information that has been provided about each
  individual,
  
	to consider the suitability of the individual to act as an officer,
  director, insider, promoter, investor relations provider or, as applicable, an
  employee or consultant, of the Issuer or Applicant,
  
	to consider the eligibility of the Issuer or Applicant to list on the
  Exchange,
  
	to provide disclosure to market participants as to the security holdings
  of directors, officers, other insiders and promoters of the Issuer, or its
  associates or affiliates,
  
	to conduct enforcement proceedings, and
  
	to perform other investigations as required by and to ensure compliance
  with all applicable rules, policies, rulings and regulations of the Exchange,
  securities legislation and other legal and regulatory requirements governing
  the conduct and protection of the public markets in Canada. 


As part of this process, the Exchange also collects additional
Personal Information from other sources, including but not limited to,
securities regulatory authorities in Canada or elsewhere, investigative, law
enforcement or self-regulatory organizations, regulations services providers and
each of their subsidiaries, affiliates, regulators and authorized agents, to
ensure that the purposes set out above can be accomplished.

The Personal Information the Exchange collects may also be
disclosed: 

	(a) 	
      to the agencies and organizations in the preceding
      paragraph, or as otherwise permitted or required by law, and they may use
      it in their own investigations for the purposes described above;
  and

	 	 
	(b) 	
      on the Exchange’s website or through printed materials
      published by or pursuant to the directions of the
  Exchange.



The Exchange may from time to time use third parties to process
information and/or provide other administrative services. In this regard, the
Exchange may share the information with such third party service providers.