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COUNTERPATH SOLUTIONS, INC. COMMON STOCK PURCHASE WARRANT

Warrant Agreement

COUNTERPATH SOLUTIONS, INC. COMMON STOCK PURCHASE WARRANT | Document Parties: COUNTERPATH SOLUTIONS, INC | SECURITIES COMMISSION You are currently viewing:
This Warrant Agreement involves

COUNTERPATH SOLUTIONS, INC | SECURITIES COMMISSION

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Title: COUNTERPATH SOLUTIONS, INC. COMMON STOCK PURCHASE WARRANT
Date: 12/7/2006

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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

No. 2006-___

_________________ Shares

 

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.

 

6.

Expiration Date; Early Termination .

(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.

 

8.

Exercise Price Adjustments .

(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


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