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.
COUNTERPATH SOLUTIONS,
INC.
COMMON STOCK PURCHASE
WARRANT
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No. 2006-___
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_________________ Shares
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November 30, 2006
1.
Issuance . For value received, this Warrant is issued to
____________________, by CounterPath Solutions, Inc., a Nevada
corporation (hereinafter with its successors called the “
Company ”), pursuant to the terms of that certain
Subscription Agreement dated as of November 30, 2006.
2.
Purchase Price; Number of Shares . The registered holder of
this Warrant (the “ Holder ” ) is
entitled upon surrender of this Warrant with the subscription form
annexed hereto duly executed, at the principal office of the
Company, to purchase from the Company _________________________
(__________) fully paid and nonassessable shares (the “
Shares ”) of common stock, US$0.001 par value per
share, of the Company (the “ Common Stock
” ), at a price per share of US$0.80 (the
“ Purchase Price ” ). Until such
time as this Warrant is exercised in full or expires, the Purchase
Price and the securities issuable upon exercise of this Warrant are
subject to adjustment as hereinafter provided. The person or
persons under whose name or names any certificate representing
shares of Common Stock is issued hereunder shall be deemed to have
become the holder of record of the shares represented thereby as at
the close of business on the date this Warrant is exercised with
respect to such shares, whether or not the transfer books of the
Company shall be closed.
3.
Payment of Purchase Price . The Purchase Price may be paid:
(i) in cash or by check; (ii) by the surrender by the Holder to the
Company of any convertible notes or other obligations issued by the
Company, with all such notes and obligations so surrendered being
credited against the Purchase Price in an amount equal to the
principal amount thereof plus accrued interest to the date of
surrender; or (iii) by any combination of the foregoing.
CW941314.1
4.
Partial Exercise . This Warrant may be exercised in part,
and the Holder shall be entitled to receive a new warrant, which
shall be dated as of the date of this Warrant, covering the number
of shares in respect of which this Warrant shall not have been
exercised.
5.
Fractional Shares . In no event shall any fractional share
of Common Stock be issued upon any exercise of this Warrant. If,
upon exercise of this Warrant as an entirety, the Holder would,
except as provided in this Section 5, be entitled to receive a
fractional share of Common Stock, then the Company shall round up
the fractional share to the nearest whole number.
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6.
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Expiration Date; Early
Termination .
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(a)
Expiration Date . Except as otherwise set forth in this
Section 6, this Warrant shall expire on the close of business on
November 30, 2009 (the “ Expiration Date ”), and
shall be void thereafter.
(b)
Early Termination . In the event of, at any time prior to
the Expiration Date, any capital reorganization, or any
reclassification of the capital stock of the Company (other than as
a result of a stock dividend or subdivision, split-up or
combination of shares), or the consolidation or merger of the
Company with or into another corporation, or the sale or other
disposition of all or substantially all the properties and assets
of the Company in its entirety to any other person, the Company
shall provide to the Holder fifteen (15) days advance written
notice of such reorganization, reclassification, consolidation,
merger or sale or other disposition of the Company’s assets,
and this Warrant shall terminate unless exercised prior to the
occurrence of such reorganization, reclassification, consolidation,
merger or sale or other disposition of the Company’s
assets.
7.
Reserved Shares; Valid Issuance . The Company covenants that
it will at all times from and after the date hereof reserve and
keep available such number of its authorized shares of Common
Stock, free from all preemptive or similar rights therein, as will
be sufficient to permit the exercise of this Warrant in full into
shares of Common Stock upon such exercise. The Company further
covenants that such shares as may be issued pursuant to such
exercise will, upon issuance, be duly and validly issued, fully
paid and nonassessable and free from all taxes, liens and charges
with respect to the issuance thereof.
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8.
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Exercise Price
Adjustments .
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(a)
Adjustment For Stock Splits And Combinations . If the
Company shall at any time or from time to time after the date of
original issuance of this Warrant (the “ Date of Original
Issue ”) effect a subdivision or reverse stock split of
the outstanding Common Stock, the Exercise Price and the number of
shares of Common Stock into which this Warrant is exerciseable in
effect immediately before such subdivision or reverse stock split
shall be proportionately adjusted. Any adjustment under this
Section 8(a) shall become effective at the close of business
on the date the reverse stock split or subdivision becomes
effective.
(b)
Adjustment For Common Stock Dividends And Distributions . If
the Company at any time or from time to time after the Date of
Original Issue issues, or fixes a record date for the determination
of holders of Common Stock entitled to receive, a dividend
or
2
CW941314.1
other distribution payable solely in
additional shares of Common Stock, the Exercise Price that is then
in effect shall be decreased as of the time of such issuance or, in
the event such record date is fixed, as of the close of business on
such record date, by multiplying the Exercise Price by a fraction
(i) the numerator of which is the total number of shares of
Common Stock issued and outstanding immediately prior to the time
of such issuance or the close of business on such record date, and
(ii) the denominator of which is the sum of the total number of
shares of Common Stock issued and outstanding immediately prior to
the time of such issuance or the close of business on such record
date plus the number of shares of Common Stock issuable in payment
of such dividend or distribution; provided, however, that if such
record date is fixed and such dividend is not fully paid or if such
distribution is not fully made on the date fixed therefor, the
Exercise Price shall be recomputed accordingly as of the close of
business on such record date and thereafter the Exercise Price
shall be adjusted pursuant to this Section 8(b) to reflect the
actual payment of such dividend or distribution.
(c)
Adjustments For Other Dividends And Distributions . If the
Company at any time or from time to time after the Date of Original
Issue issues, or fixes a record date for the determination of
holders of Common Stock entitled to receive, a dividend or other
distribution payable in securities of the Company other than shares
of Common Stock or in other property, in each such event provision
shall be made so that the Holder shall receive upon conversion
hereof, in addition to the number of shares of Common Stock
receivable hereupon, the amount of securities of the Company or
other property which such Holder would have received had this
Warrant been exercised for shares of Common Stock on the date of
such event and had it thereafter, during the period from the date
of such event to and including the exercise date, retained such
securities or other property receivable by it as aforesaid during
such period, subject to all other adjustments called for during
such period under this Section 8 with respect to the rights of the
Holder or with respect to such other securities or other property
by their terms. As used herein, the term “ other
property ” does not include cash.
(d)
Adjustment For Reclassification, Exchange And Substitution .
If at any time or from time to time after the Date of Original
Issue, the Common Stock issuable upon the conversion of this
Warrant is changed into the same or a different number of shares of
any class or series of stock, whether by recapitalization,
reclassification or otherwise (other than a subdivision or
combination of shares or stock dividend or a reorganization,
merger, consolidation or sale of assets provided for elsewhere in
this Section 8), then in any such event the Holder shall have the
right thereafter to exercise this Warrant for the kind and amount
of stock and other securities and property receivable upon such
recapitalization, reclassification or other change by holders of
the number of shares of Common Stock into which this Warrant could
have been converted immediately prior to such recapitalization,
reclassification or change, all subject to further adjustment as
provided herein or with respect to such other securities or
property by the terms thereof.
(e)
Certificate Of Adjustment . In each case of an adjustment or
readjustment of the Exercise Price for the number of shares of
Common Stock or other securities issuable upon con
