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.
COUNTERPATH CORPORATION
(A Nevada Corporation)
WARRANT CERTIFICATE
CERTIFICATE NO. 06/19/2012-
NUMBER OF WARRANTS: <> RIGHT TO PURCHASE <> COMMON
SHARES
THESE WARRANTS WILL EXPIRE AND BECOME NULL AND VOID
AT THE TIME OF EXPIRY (AS DEFINED BELOW).
COMMON SHARE PURCHASE WARRANTS
TO PURCHASE COMMON SHARES OF COUNTERPATH CORPORATION
This is to certify that, for value received, <> (the "Holder") is the registered
holder of <>Common Share Purchase Warrants (the "Warrants"). Each Warrant will
entitle the Holder, upon and subject to the terms and conditions attached to
this certificate or any replacement certificate (in either case the "Warrant
Certificate") as Appendix "A" (the "Terms and Conditions"), to acquire from
CounterPath Corporation (the "Company") one fully paid and non-assessable common
share of the Company (a "Warrant Share"), at any time before 5:00 pm (Vancouver
time) on June 19, 2014 (the "Time of Expiry"), by surrendering to the Company,
at Suite 300, One Bentall Centre, 505 Burrard Street, Vancouver, British
Columbia, V7X 1M3, this Warrant Certificate with a subscription in the form
attached hereto as Appendix "A" (a "Subscription Form"), duly completed and
executed, and cash, bank draft, certified cheque, money order or wire transfer
or other immediately available funds in lawful money of the United States,
payable to the order of the Company in Vancouver, British Columbia, in an amount
equal to the purchase price per Warrant Share multiplied by the number of
Warrant Shares being purchased. Subject to adjustment thereof in the events and
in the manner set forth in