0001062993-07-002319 Sample Contracts

SUPPORT AND LOCK UP AGREEMENT
Support and Lock Up Agreement • June 18th, 2007 • Counterpath Solutions, Inc. • Services-business services, nec • British Columbia
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SUBSCRIPTION AGREEMENT
Subscription Agreement • June 18th, 2007 • Counterpath Solutions, Inc. • Services-business services, nec • British Columbia

The undersigned (the “Subscriber”) hereby tenders to the Corporation this subscription offer which, upon acceptance by the Corporation, will constitute an agreement of the Subscriber to subscribe for and take up and, on the part of the Corporation, to issue to the Subscriber, 8,750,000 common shares in the capital of the Corporation at a subscription price of U.S. $0.40 per Common Share, on the terms and subject to the conditions set out in this Subscription Agreement.

ARRANGEMENT AGREEMENT
Arrangement Agreement • June 18th, 2007 • Counterpath Solutions, Inc. • Services-business services, nec • British Columbia
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