AGREEMENT AND PLAN OF MERGER BY AND AMONG COUNTERPATH CORPORATION, ALIANZA, INC. AND COUNTERPATH MERGER SUB, INC. DATED DECEMBER 6, 2020Agreement and Plan of Merger • December 7th, 2020 • Counterpath Corp • Services-prepackaged software • Nevada
This Agreement and Plan of Merger (this "Agreement"), dated as of December 6, 2020, is by and among CounterPath Corporation, a Nevada corporation (the "Company"), Alianza, Inc., a Delaware corporation ("Parent"), and CounterPath Merger Sub, Inc., a Nevada corporation and a wholly owned subsidiary of Parent ("Merger Sub"). Capitalized terms not otherwise defined herein have the meanings ascribed to them in Schedule A.
ContractSubscription Agreement • July 16th, 2003 • Broad Scope Enterprises Inc • Nevada
THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (THE "SUBSCRIPTION AGREEMENT") RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT").
ContractPrivate Placement Subscription Agreement • July 29th, 2005 • Xten Networks, Inc • Services-business services, nec • British Columbia
THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (THE "SUBSCRIPTION AGREEMENT") RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT").
ContractPrivate Placement Subscription Agreement • August 8th, 2007 • Counterpath Solutions, Inc. • Services-business services, nec • British Columbia
NONE OF THE SECURITIES TO WHICH THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (THE "SUBSCRIPTION 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.
COUNTERPATH CORPORATION (the “Issuer”) PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT INSTRUCTIONS TO SUBSCRIBERSubscription Agreement • September 8th, 2015 • Counterpath Corp • Services-prepackaged software • British Columbia
The undersigned (the “Subscriber”) hereby irrevocably subscribes for and agrees to purchase from CounterPath Corporation (the “Issuer”) that number of units of the Issuer (each, a “Unit”) set out below at a price of US$0.50 per Unit. Each Unit will be comprised of one common share in the capital of the Issuer (each, a “Share”) and one half of one non-transferable common share purchase warrant (each whole warrant being, a “Warrant”). Each Warrant will entitle the holder thereof to acquire one Share (each, a “Warrant Share”) at a price of US$0.75 per Warrant Share until 5:00 p.m. (Vancouver time) on the date of expiration of the Warrant, which will be two years following the Closing Date (as defined herein). The Subscriber agrees to be bound by the terms and conditions set forth in the attached “Terms and Conditions of Subscription for Units”.
COUNTERPATH CORPORATION COMMON STOCK SALES AGREEMENTCommon Stock • August 28th, 2020 • Counterpath Corp • Services-prepackaged software • New York
CounterPath Corporation, a Nevada corporation (the "Company"), confirms its agreement (this "Agreement") with A.G.P./Alliance Global Partners, as follows:
AMENDED EMPLOYMENT AGREEMENTEmployment Agreement • July 31st, 2007 • Counterpath Solutions, Inc. • Services-business services, nec
CounterPath Solutions R&D Inc., a company incorporated under the laws of the Province of British Columbia and having an office at Suite 300, One Bentall Centre, 505 Burrard Street, Vancouver, British Columbia, Canada V7X1M3
ContractPrivate Placement Subscription Agreement • November 4th, 2009 • Counterpath Corp • Services-business services, nec • British Columbia
THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (THE “SUBSCRIPTION AGREEMENT”) RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”).
ContractPrivate Placement Subscription Agreement • December 15th, 2008 • Counterpath Corp • Services-business services, nec • British Columbia
THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (THE “SUBSCRIPTION AGREEMENT”) RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”).
ContractCounterpath Solutions, Inc. • December 7th, 2006 • Services-business services, nec • British Columbia
NEITHER THESE SECURITIES NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE AND PROVINCIAL SECURITIES LAWS.
XTEN NETWORKS, INC. EMPLOYMENT AGREEMENTEmployment Agreement • July 31st, 2006 • Counterpath Solutions, Inc. • Services-business services, nec
Xten Networks R&D Inc., a company incorporated under the laws of the Province of British Columbia and having an office at 8th Floor, 100 West Pender Street, Vancouver, British Columbia, Canada V6B1R8.
STOCK PURCHASE AGREEMENTStock Purchase Agreement • January 31st, 2006 • Counterpath Solutions, Inc. • Services-business services, nec
This STOCK PURCHASE AGREEMENT (this "Agreement") dated for reference this 15th day of December, 2005 by and between PAUL TURNER with an address at 3E – B1 Lonsdale Gardens, 25 Tai Hang Road, Jardine's Lookout, Hong Kong (referred to herein as "Seller"), and STEVEN BRUK with an address at 3790 Southridge Avenue, West Vancouver British Columbia Canada V7V 3JI (the "Buyer").
AGENCY AGREEMENTAgency Agreement • September 14th, 2011 • Counterpath Corp • Services-business services, nec • British Columbia
The undersigned, National Bank Financial Inc. and Canaccord Genuity Corp. (together the “Agents”), understand that CounterPath Corporation (the “Company”) proposes to issue and sell up to 5,714,285 units of the Company (the “Units”) at a price of $1.75 (the “Subscription Price”) per Unit for aggregate gross proceeds of up to $10,000,000 (the “Offering”). Each Unit consists of one Common Share (as hereinafter defined) (a “Unit Share”) and one-half of one Common Share purchase warrant (each whole Common Share purchase warrant, a “Warrant”). Each Warrant shall entitle the holder thereof to acquire one additional Common Share (a “Warrant Share”) at a price of $2.25 per Warrant Share until the Expiry Date (as hereinafter defined).
SUPPORT AND LOCK UP AGREEMENTSupport and Lock Up Agreement • June 18th, 2007 • Counterpath Solutions, Inc. • Services-business services, nec • British Columbia
ContractPrivate Placement Subscription Agreement • July 28th, 2009 • Counterpath Corp • Services-business services, nec • New York
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.
AGREEMENT OF MERGER AND PLAN OF REORGANIZATIONAgreement of Merger and Plan of Reorganization • February 5th, 2008 • Counterpath Corp • Services-business services, nec • Delaware
THIS AGREEMENT OF MERGER AND PLAN OF REORGANIZATION (this “Agreement”) is made and entered into on February 1, 2008, by and among COUNTERPATH CORPORATION, a Nevada corporation (“Parent”), COUNTERPATH ACQUISITION CORP., a Delaware corporation (“Acquisition Corp.”), which is a wholly-owned subsidiary of Parent, BRIDGEPORT NETWORKS, INC., a Delaware corporation (the “Company”), POLARIS VENTURE PARTNERS IV, L.P., a limited partnership (“Polaris”), POLARIS VENTURE PARTNERS ENTREPRENEURS FUND IV, L.P., a limited partnership (“Polaris Venture”), GENERAL CATALYST GROUP II, L.P., a limited partnership (“General Catalyst”), GC ENTREPRENEURS FUND II, L.P., a limited partnership (“GC”), TORONTO DOMINION CAPITAL (USA), INC., a corporation (“Toronto Dominion”) and SUMMERHILL VENTURES I, L.P., a limited partnership (“Summerhill”).
COUNTERPATH CORPORATION EMPLOYMENT AGREEMENTCounterpath Corporation Employment Agreement • December 17th, 2007 • Counterpath Corp • Services-business services, nec • British Columbia
CounterPath Corporation, having an address at Suite 300, 1 Bentall, 505 Burrard Street, Vancouver, British Columbia V7X 1M3 (hereinafter referred to as the “Company”)
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • May 10th, 2004 • Xten Networks, Inc • Services-business services, nec • Nevada
BROAD SCOPE ENTERPRISES, INC., a Nevada Corporation, having its office at 307-2185 West 8th Avenue, Vancouver, British Columbia, Canada V6K 2A5
AMENDMENT AGREEMENTAmendment Agreement • March 11th, 2020 • Counterpath Corp • Services-prepackaged software • British Columbia
THIS AGREEMENT WITNESSES that, in consideration of the mutual covenants and promises set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by each of the Parties, the Parties agree as follows:
SHARE REPURCHASE AGREEMENTShare Repurchase Agreement • September 14th, 2005 • Xten Networks, Inc • Services-business services, nec • British Columbia
COUNTERPATH, LLC EMPLOYMENT AGREEMENTEmployment Agreement • July 20th, 2020 • Counterpath Corp • Services-prepackaged software
COUNTERPATH, LLC, formed under the laws of the State of Delaware and having an office at 117 N. Jefferson Street, Suite 307, Chicago, IL 60661.
AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENTEmployment Agreement • March 15th, 2016 • Counterpath Corp • Services-prepackaged software
COUNTERPATH CORPORATION a company incorporated under the laws of the State of Nevada and having an office at Suite 300, One Bentall Centre, 505 Burrard Street, Vancouver, British Columbia, Canada, V7X 1M3
FORM OF EXCHANGEABLE SHARE SUPPORT AGREEMENTForm of Exchangeable Share Support Agreement • August 8th, 2007 • Counterpath Solutions, Inc. • Services-business services, nec • British Columbia
THEREFORE in consideration of the respective covenants and agreements provided in this Agreement and for other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), the parties hereto covenant and agree as follows:
SETTLEMENT AGREEMENT AND RELEASESettlement Agreement and Release • July 29th, 2005 • Xten Networks, Inc • Services-business services, nec • New York
This SETTLEMENT AGREEMENT AND RELEASE is entered into this 29th day of June, 2005 (the "Effective Date") by and between Xtend Communications Corp. having a principal place of business at 171 Madison Avenue, New York, New York 10016 ("Xtend") and Xten Networks, Inc. having a place of business at 5201 Great America Parkway, Suite 320, Santa Clara, California 95054 ("XNI").
EMPLOYMENT AGREEMENTEmployment Agreement • March 9th, 2007 • Counterpath Solutions, Inc. • Services-business services, nec
CounterPath Solutions R&D Inc., a company incorporated under the laws of the Province of British Columbia and having an office at Suite 300, One Bentall Centre, 505 Burrard Street, Vancouver, British Columbia, Canada V7X1M3.
AGREEMENT AND PLAN OF MERGERThe Agreement and Plan of Merger • May 10th, 2004 • Xten Networks, Inc • Services-business services, nec • British Columbia
NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of covenants and agreements set forth herein and of the sum of $10.00 paid by Broad Scope to each of the Principal Shareholder and to Xten, the receipt of which is hereby acknowledged, the parties hereto agree each with the other as follows:
COUNTERPATH CORPORATION SUBSCRIPTION AGREEMENT UNITS INSTRUCTIONS TO PURCHASERSubscription Agreement • July 19th, 2012 • Counterpath Corp • Services-business services, nec • British Columbia
COUNTERPATH CORPORATION & COUNTERPATH TECHNOLOGIES INC. SETTLEMENT AGREEMENTSettlement Agreement • March 12th, 2009 • Counterpath Corp • Services-business services, nec • British Columbia
CounterPath Corporation a company incorporated under the laws of the state of Nevada and its subsidiary, CounterPath Technologies Inc., a company incorporated under the laws of the Province of British Columbia and both having an office at Suite 300, One Bentall Centre, 505 Burrard Street, Vancouver, British Columbia, Canada V7X1M3 (hereinafter jointly and severely referred to as the "Company")
COUNTERPATH CORPORATION (the “Issuer”) PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT INSTRUCTIONS TO SUBSCRIBERSubscription Agreement • September 14th, 2017 • Counterpath Corp • Services-prepackaged software • British Columbia
The undersigned (the “Subscriber”) hereby irrevocably subscribes for and agrees to purchase from CounterPath Corporation (the “Issuer”) that number of common shares of the Issuer (each, a “Share”) set out below at a price (the “Subscription Price”) equal to the greater of (i) the market price (in US dollars) as defined by the TSX Company Manual on the Closing Date (as defined below), and (ii) the consolidated closing bid price per Share on the NASDAQ Capital Market immediately before the Issuer accepts the Subscription (as defined herein). The aggregate Subscription Price may be paid in Canadian or US dollars based upon an exchange rate to be determined by the Company based upon the current exchange rate. The Subscriber agrees to be bound by the terms and conditions set forth in the attached “Terms and Conditions of Subscription for Shares”.
COUNTERPATH TECHNOLOGIES INC. EMPLOYMENT AGREEMENTEmployment Agreement • July 20th, 2020 • Counterpath Corp • Services-prepackaged software
COUNTERPATH TECHNOLOGIES INC., a company incorporated under the laws of the Province of British Columbia and having an office at Suite 300, One Bentall Center, 505 Burrard Street, Vancouver, British Columbia, V7X 1M3.
COUNTERPATH SOLUTIONS R&D, INC. EMPLOYMENT AGREEMENTEmployment Agreement • September 14th, 2007 • Counterpath Solutions, Inc. • Services-business services, nec
CounterPath Solutions R&D Inc., a company incorporated under the laws of the Province of British Columbia and having an office at Suite 300, One Bentall Centre, 505 Burrard Street, Vancouver, British Columbia, Canada V7X1M3
SHARE EXCHANGE AGREEMENTShare Exchange Agreement • January 29th, 2008 • Counterpath Corp • Services-business services, nec • British Columbia
COUNTERPATH CORPORATION, a Nevada corporation, of Suite 300, One Bentall Centre, 505 Burrard Street, Vancouver, British Columbia, Canada V7X 1M3
COUNTERPATH, LLC AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • July 20th, 2020 • Counterpath Corp • Services-prepackaged software
COUNTERPATH, LLC, formed under the laws of the State of Delaware and having an office at 980 Washington Street, Suite 108, Dedham, MA 02026.
AMENDMENT AGREEMENTAmendment Agreement • July 11th, 2019 • Counterpath Corp • Services-prepackaged software • British Columbia
THIS AGREEMENT WITNESSES that, in consideration of the mutual covenants and promises set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by each of the Parties, the Parties agree as follows:
XTEN NETWORKS, INC. - EMPLOYMENT AGREEMENTEmployment Agreement • July 31st, 2006 • Counterpath Solutions, Inc. • Services-business services, nec
Xten Networks, Inc., a company incorporated under the laws of the State of Nevada and having an office at 8th Floor, 100 West Pender Street, Vancouver, British Columbia, Canada V6B1R8.
