Form of Warrant Certificate

Definitions

“Affiliate” or “affiliate” means, unless otherwise specified, an affiliate within the meaning of Section 1.2 of National Instrument 45-106 – Prospectus Exemptions;

“Business Day” means any day of the year, other than a Saturday, a Sunday or any day on which banks are required or authorized to close in Vancouver, British Columbia;

“Company” means CounterPath Corporation or a successor corporation as a result of a consolidation, amalgamation or merger with or into any other corporation or corporations, or as a result of the conveyance or transfer of all or substantially all of the properties and estates of the Company as an entirety to any other corporation and thereafter “Company” will mean such successor corporation;

“Exercise Date” has the meaning given to such term in Section 5(a);

“Exercise Price” means US$0.75 per Warrant Share, subject to adjustment as provided in the Terms and Conditions;

“Expiry Date” means September 4, 2017;

“herein”, “hereby” and similar expressions refer to these Terms and Conditions as the same may be amended or modified from time to time;

“Holder” or “Holders” has the meaning ascribed to it on page 1 of the Warrant Certificate;

“Issuance Date” means the date hereof;

“Lien” means (i) any mortgage, charge, pledge, hypothecation, security interest, assignment by way of security, encumbrance, lien (statutory or otherwise), hire purchase agreement, conditional sale agreement, deposit arrangement, title retention agreement or arrangement; (ii) any trust arrangement; (iii) any arrangement which creates a right of set- off out of the ordinary course of business; (iv) any option, warrant, right or privilege capable of becoming a transfer; or (v) any agreement to grant any such rights or interests;

“person” means a natural person, corporation, limited liability corporation, unlimited liability corporation, joint stock corporation, partnership, limited partnership, limited liability partnership, trust, trustee, any unincorporated organization, joint venture or any other entity and words importing persons have a similar meaning;

“Section” followed by a number refers to the specified Section of these Terms and Conditions;

“Shares” means the common shares in the capital of the Company;

“Subscription Form” means the form attached to these Terms and Conditions as Appendix “B”;

“Time of Expiry” means 5:00 pm (Vancouver Time) on the Expiry Date;

“Transfer Agent” means Computershare Investor Services Inc., 3^rd Floor – 510 Burrard Street, in the City of Vancouver, Province of British Columbia, V6C 3B9;

“Warrants” means the Common Share Purchase Warrants of the Company issued and presently authorized and for the time being outstanding;

“Warrant Certificate” means the warrant certificate representing the Warrants and issued to the Holder; and

“Warrant Shares” means the Shares issuable upon exercise of the Warrants.

Interpretation

Adjustment of Exercise Price and Number of Warrant Shares

Adjustments for Subdivision and/or Consolidation of Outstanding Shares. If the Company at any time after the Issuance Date subdivides (by any stock split, stock dividend, recapitalization or otherwise) one or more classes of its outstanding Shares into a greater number of Shares, any Exercise Price in effect immediately prior to such subdivision will be proportionately reduced and the number of Warrant Shares obtainable upon exercise of this Warrant Certificate will be proportionately increased. If the Company at any time after the Issuance Date consolidates (by combination, reverse stock split or otherwise) one or more classes of its outstanding Shares into a smaller number of Shares, any Exercise Price in effect immediately prior to such consolidation will be proportionately increased and the number of Warrant Shares issuable upon exercise of this Warrant Certificate will be proportionately decreased. Any adjustment under this Section 3(a) shall become effective at the close of business on the date the subdivision or consolidation becomes effective.

Adjustment for Merger or Reorganization, etc. If at any time after the Issuance Date there occurs:

(i)

a reclassification or redesignation of the Shares, any change of the Shares into other shares or securities or any other capital reorganization involving the Shares other than transactions covered by Subsections 3(a);

a consolidation, amalgamation or merger of the Company with or into any other body corporate, or plan of arrangement involving the Company, which results in a reclassification or redesignation of the Shares or a change or exchange of the Shares into other shares or securities; or

the transfer of the undertaking or assets of the Company as an entirety or substantially as an entirety to another corporation or entity;

the Holder will be entitled to receive upon exercise of the Warrants, in lieu of the number of Warrant Shares to which the Holder was theretofore entitled upon the exercise of the Warrants, the kind and aggregate number of shares and other securities or property resulting from the Capital Reorganization which the Holder would have been entitled to receive as a result of the Capital Reorganization if, on the effective date thereof, the Holder had been the registered holder of the number of Shares to which the Holder was theretofore entitled to purchase or receive upon the exercise of the Warrants; and

the Exercise Price shall, on the effective date of the Capital Reorganization, be adjusted by multiplying the Exercise Price in effect immediately prior to such Capital Reorganization by the number of Warrant Shares purchasable pursuant to this Warrant Certificate immediately prior to the Capital Reorganization, and dividing the product thereof by the number of successor securities determined in Subsection 3(b)(iv) above.

If necessary, as a result of any Capital Reorganization, appropriate adjustments will be made in the application of the provisions of this Warrant Certificate with respect to the rights and interest thereafter of the Holder to the end that the provisions of this Warrant Certificate will thereafter correspondingly be made applicable as nearly as may reasonably be possible in relation to any shares or other securities or property thereafter deliverable upon the exercise of the Warrants.

Notices Of Record Date. Upon (i) the establishment by the Company of a record date of the holders of any class of securities for the purpose of determining the holders thereof who are entitled to receive any dividend or other distribution, or (ii) any capital reorganization of the Company, any reclassification or recapitalization of the capital stock of the Company, any merger or consolidation of the Company with or into any other Company, or any transfer of all or substantially all the assets of the Company to any other person or any voluntary or involuntary dissolution, liquidation or winding up of the Company, the Company shall courier to the Holder at least ten (10) days prior to the record date specified therein a notice specifying (A) the date on which any such record date is to be taken for the purpose of such dividend or distribution and a description of such dividend or distribution, (B) the date on which any such reorganization, reclassification, transfer, consolidation, merger, dissolution, liquidation or winding up is expected to become effective, and (C) the date, if any, that is to be fixed as to when the holders of record of Shares (or other securities), shall be entitled to exchange their Shares (or other securities), for securities or other property deliverable upon such reorganization, reclassification transfer, consolidation, merger, dissolution, liquidation or winding up.

Certificate Of Adjustment. In each case of an adjustment or readjustment of the Exercise Price or the number of Warrant Shares or other securities issuable upon conversion of this Warrant Certificate, the Company, at its own expense, shall cause its Secretary or Treasurer to compute such adjustment or readjustment in accordance with the provisions hereof and prepare a certificate showing such adjustment or readjustment, and shall send such certificate by courier to the Holder at the Holder’s address set forth in Section 13. The certificate shall set forth such adjustment or readjustment, showing in detail the facts upon which such adjustment or readjustment is based. No adjustment in the Exercise Price shall be required to be made unless it would result in an increase or decrease of at least one cent, but any adjustments not made because of this sentence shall be carried forward and taken into account in any subsequent adjustment otherwise required hereunder.

Method of Exercise of Warrants

Effect of Exercise of Warrants

On the date the Company receives a duly executed Subscription Form and the aggregate Exercise Price for the number of Warrant Shares specified in the Subscription Form (the “Exercise Date”), the Warrant Shares so subscribed for will be deemed to have been issued and such persons will be deemed to have become the Holder (or Holders) of record of such Warrant Shares on such date.

As promptly as practicable after the Exercise Date and, in any event, within ten (10) business days of the Exercise Date, the Company shall forthwith cause to be delivered to the person or persons in whose name or names the Warrant Shares so subscribed for are to be issued as specified in such Subscription Form or couriered to him or them at his or their respective addresses specified in such Subscription Form, a certificate or certificates for the appropriate number of fully paid and non-assessable Warrant Shares not exceeding those which the Holder is entitled to purchase pursuant to the Warrant surrendered.

Subscription for Less than Entitlement

Warrants for Fractions of Shares

Expiration of Warrants

Replacement of Lost Warrants

In case a Warrant Certificate shall become mutilated, lost, destroyed or stolen, the Company shall issue and deliver a new Warrant Certificate of like date and tenure as the one mutilated, lost, destroyed or stolen, in exchange for and in place of and upon cancellation of such mutilated Warrant Certificate, or in lieu of, and in substitution for such lost, destroyed or stolen Warrant Certificate and the substituted Warrant Certificate shall be entitled to all benefits hereunder and rank equally in accordance with its terms with all other Warrants issued or to be issued by the Company.

The applicant for the issue of a new warrant certificate pursuant hereto shall bear the cost of the issue thereof and in case of loss, destruction or theft shall furnish to the Company evidence of ownership and of loss, destruction or theft of the Warrant Certificate so lost, destroyed or stolen as will be satisfactory to the Transfer Agent in accordance with its usual policies and procedures and such applicant may also be required to furnish indemnity in the amount and form satisfactory to the Transfer Agent in accordance with its usual policies and procedures, and shall pay the reasonable charges of the Company in connection therewith.

Warrant Holder Not a Shareholder

Exchange of Warrants

Warrants in any authorized denomination may, upon compliance with the reasonable requirements of the Company, be exchanged for Warrants in any other authorized denomination of the same series and date of expiry entitling the Holder thereof to purchase any equal aggregate number of Warrant Shares at the same exercise price and on the same terms as the Warrants so exchanged.

Warrants may be exchanged at the office of the Company. Any Warrants tendered for exchange shall be surrendered to the Company and cancelled.

Ownership and Transfer of Warrants

The Holder may not transfer the Warrants, except to one or more Affiliates of the Holder (an “Approved Transferee”).

Subject to applicable law, the Holder may transfer the Warrants to an Approved Transferee by delivering to the Company, at any time prior to the Time of Expiry, at its principal office, this Warrant Certificate with the transfer form duly completed and executed by the Holder or its legal representative or attorney, duly appointed by an instrument in writing in form and manner satisfactory to the Company. Notwithstanding the foregoing, the Company may refuse to permit the transfer of any Warrants if such transfer would constitute a violation of the securities laws of any jurisdiction. Subject to the foregoing, the Company shall issue a new Warrant Certificate, representing the transferred Warrants, registered in the name of Approved Transferee or as the Approved Transferee may direct and, if not all Warrants represented by a surrendered Warrant Certificate are transferred, a new Warrant Certificate, representing the Warrants not so transferred, and registered in the name of the Holder.

Notice to the Company and the Holder

Any notice, direction or other communication (each a “Notice”) given regarding the matters contemplated by the Terms and Conditions must be in writing, sent by personal delivery, courier or facsimile (but not by electronic mail) and addressed:

A Notice is deemed to be delivered and received: (i) if sent by personal delivery, on the date of delivery if it is a Business Day and the delivery was made prior to 4:00 p.m. (local time in place of receipt) and otherwise on the next Business Day; (ii) if sent by same-day service courier, on the date of delivery if sent on a Business Day and delivery was made prior to 4:00 p.m. (local time in place of receipt) and otherwise on the next Business Day; (iii) if sent by overnight courier, on the next Business Day; or (iv) if sent by facsimile or electronic mail, on the Business Day following the date of confirmation of transmission by the originating facsimile or electronic mail message. A Party may change its address for service from time to time by providing a Notice in accordance with the foregoing. Any subsequent Notice must be sent to the Party at its changed address. Any element of a Party’s address that is not specifically changed in a Notice will be assumed not to be changed.

Covenants of the Company

Applicable Law

Time of the Essence

Severability

Currency

Successors