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").
ContractPrivate Placement Subscription Agreement • January 31st, 2006 • 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.
