the Terms and Conditions, the purchase price per
Warrant Share on the exercise of each Warrant evidenced hereby shall be US$3.25
per Warrant Share.
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These Warrants are issued subject to the Terms and Conditions and the Holder may
exercise the right to purchase Warrant Shares only in accordance with the Terms
and Conditions.
Nothing contained herein or in the Terms and Conditions will confer any right
upon the Holder or any other person to subscribe for or purchase any Warrant
Shares at any time subsequent to the Time of Expiry, and from and after such
time, this Warrant Certificate and all rights hereunder will be void and of no
value.
IN WITNESS WHEREOF the Company has caused this Warrant Certificate to be
executed.
DATED at the City of Vancouver, in the Province of British Columbia, the 19th
day of June, 2012.
COUNTERPATH CORPORATION
Per:
David Karp
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PLEASE NOTE THAT ALL SHARE CERTIFICATES ISSUED UPON EXERCISE HEREOF MUST BE
LEGENDED AS FOLLOWS DURING THE CURRENCY OF APPLICABLE HOLD PERIODS:
THE SECURITIES REPRESENTED HEREBY HAVE BEEN OFFERED IN AN OFFSHORE TRANSACTION
TO A PERSON WHO IS NOT A U.S. PERSON (AS DEFINED HEREIN) PURSUANT TO REGULATION
S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT").
NONE OF THE SECURITIES REPRESENTED HEREBY HAVE BEEN REGISTERED UNDER THE 1933
ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, MAY NOT BE
OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES (AS DEFINED
HEREIN) OR TO U.S. PERSONS EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF
REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A
TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN
EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. IN ADDITION,
HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN
COMPLIANCE WITH THE 1933 ACT. "UNITED STATES" AND "U.S. PERSON" ARE AS DEFINED
BY REGULATION S UNDER THE 1933 ACT.
UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THE SECURITIES
SHALL NOT TRADE THE SECURITIES BEFORE OCTOBER 20, 2012.
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 OCTOBER 20, 2012.
APPENDIX "A"
TERMS AND CONDITIONS dated June 19, 2012 (the "Terms and Conditions"), attached
to the Common Share Purchase Warrants issued by CounterPath Corporation.
1.
Definitions
In these Terms and Conditions, unless there is something in the subject matter
or context inconsistent therewith:
(a)
"Affiliate" or "affiliate" means, unless otherwise specified, an affiliate
within the meaning of Section 1.2 of National Instrument 45-106 - Prospectus and
Registration Exemptions;
(b)
"Business Day" means any