Note 3

Related Party Transactions

During the three and six months ended October 31, 2017, the Company through its wholly owned subsidiary, CounterPath Technologies, paid $20,078 and $40,156 (2016 - $19,271 and $38,541) to KRP Properties (“KRP”) (previously known as Kanata Research Park Corporation) for leased office space. KRP is controlled by the Chairman of the Company.

On November 21, 2013, the Company, through its wholly owned subsidiary, CounterPath Technologies, entered into an agreement with 8007004 (Canada) Inc. (“8007004”) to lease office space. 8007004 is controlled by a member of the board of directors of the Company. CounterPath Technologies, paid $7,907 and $15,836 (2016 - $7,520 and $14,878) for the three and six months ended October 31, 2017, respectively.

On July 20, 2017, our Company issued an aggregate of 539,240 shares of common stock under a non- brokered private placement at a price of $2.20 per share for total gross proceeds of $1,186,328. In connection with this private placement, Wesley Clover International Corporation, a Company controlled by the Chairman of our Company, purchased 144,357 shares, KMB Trac Two Holdings Ltd., a company owned by the spouse of a director of our Company, purchased 180,446 shares, the chief executive officer and a director of our company, purchased 11,368 shares, the chief financial officer of our company, purchased 4,511 shares, and the Executive Vice President, Sales and Marketing of our Company, purchased 4,545 shares.

On December 15, 2016, the Company issued an aggregate of 454,097 shares of common stock under a non-brokered private placement (“Private Placement”) at a price of $2.05 per share for total gross proceeds of $930,899 less issuance costs of $32,207. In connection with the Private Placement, KRP, a company controlled by the Chairman of the Company, purchased 198,000 shares and a director and chief executive officer of the Company purchased 12,195 shares.

The above transactions are in the normal course of operations and are recorded at amounts established and agreed to between the related parties.