Amended Employment Agreement between Donovan Jones and CounterPath Corporation and its wholly owned subsidiary, CounterPath Technologies Inc., dated February 17, 2016

The Subsidiary and the Employee entered into an Employment Agreement dated September 13, 2007 (the “Agreement”);

Whereas under the Agreement, if the Employee is terminated pursuant to section 11.1, 11.2 or 12.2, the Subsidiary will pay to the Employee a severance payment of CDN$675,000, which was calculated on the basis of twenty-four months of the then base salary and twenty-four months of bonus and/or incentive with such bonus and/or incentive objectives being considered fully met;

Whereas under the Agreement the employee is entitled to a disability benefit providing payments commensurate with his salary set out in section 2 including a draw against bonus of 43.75%, which was calculated on the basis of 50% of the bonus and/or incentive of 87.5% of the then base salary;

On April 30, 2008, the Parent appointed the Employee to the position of President and Chief Executive Officer of the Parent;

The Subsidiary amended the Employee’s base salary and bonus and/or incentive calculation several times between 2007 and 2014 with base salary increasing to CDN$30,208.33 per month with an ability to earn up to 50% of his base salary (paid and earned quarterly) based upon meeting certain objectives; and

The Employee and the Subsidiary wish to enter into this Amendment to clarify and amend certain terms of Agreement, including flowing through modifications to base salary and bonus to certain terms of the Agreement and adding the Parent as a party to the Agreement for the purposes of guaranteeing all obligations to be made by the Subsidiary to the Employee under the Amended Agreement (as defined herein).

The Agreement shall be amended by adding the Parent as a party to the Agreement as follows:

Section 2 (Salary & Benefits) of the Agreement shall be deleted in its entirety and replaced with the following:

“2.

Salary and Benefits. The Company shall pay the Employee a salary of CDN$30,208.33 per month for the services of the Employee, payable at regular payroll periods established by the Company. The Employee's salary will be subject to deductions for Income Tax and Social Security remittances (collectively the "Government Deductions"). The Company shall also provide the Employee with (a) extended medical and dental insurance coverage as provided to other employees of the Company, and (b) participation in a bonus and incentive plan which shall provide the Employee the ability to earn up to 50% of his base salary (paid and earned quarterly based upon performance achievement of predefined objectives to be mutually agreed to between the Company and the Employee). The Employee will be entitled to participate in the Company’s benefit programs including the Company’s Employee Share Purchase Program and its Group Retirement Savings Plan (collectively the “Plans”) in accordance with the provisions of the Plans.”

Section 3 (Duties and Position) of the Agreement shall be deleted in its entirety and replaced with the following:

“3.

Duties and Position. The Company employs the Employee in the capacity of President and Chief Executive Officer of the Parent. The Employee’s duties shall include those commonly associated with the aforesaid capacity. The Employee reports to the Board of Directors (the “Board”) and will comply with all lawful instructions given by the Board.”

Section 9 (Vacation) of the Agreement shall be deleted in its entirety and replaced with the following:

Section 10 (Disability) of the Agreement shall be deleted in its entirety and replaced with the following:

Section 13(a) (Severance) of the Agreement shall be deleted in its entirety and replaced with the following:

If the Employee is terminated pursuant to Section 11.1, 11.2, or 12.2, the Company will pay to Employee (i) twenty-four months compensation (base salary plus any applicable bonus and/or incentive outlined in Section 2.(b) with objectives being considered fully met); ii) extended medical and dental insurance coverage as set out in Section 2.(a) for a period of 24 months from termination; and (iii) all options and Deferred Share Units, which have not vested in accordance the Agreement(s) between the parties, shall immediately vest and become exercisable.”

The following section be added as Section 23 of the Agreement:

Guarantee of Obligations of the C+ompany by the Parent. The Parent agrees to guarantee and satisfy the obligations of the Company under this Agreement (as amended from time to time) in the event that the Company fails to satisfy any such obligations.”

Except as amended hereby, the Parties agree that the Agreement continues to be binding, unchanged, and in full force and effect. Upon execution of this Amendment by each of the Parties, the Agreement and this Amendment will be read and construed as one agreement (together, the “Amended Agreement”). The Amended Agreement contains the entire understanding of the Parties with respect to the subject matter of this Agreement and the Agreement and cancels and supersedes any prior understandings, agreements, negotiations and discussions, whether written or oral, between the Parties.

No amendment, modification or rescission of this Amendment shall be effective unless set forth in writing and signed by each of the Parties.

This Amendment shall in all respects be interpreted, construed and governed by and in accordance with the laws of the Province of British Columbia, and the federal laws of Canada applicable therein. The Parties attorn to the exclusive jurisdiction of the courts of the Province of British Columbia.

This Amendment may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which taken together shall be deemed to constitute one and the same instrument. Counterparts may be executed either in original or electronic form and the Parties adopt any signatures received by electronic transmission as original signatures of the Parties.