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”.
