X0202 4 2006-11-30 0 0001236997 COUNTERPATH SOLUTIONS, INC. CTPS 0001165963 BRUK STEVEN 0 0 1 0 Common shares 4252344 D Common shares 730000 I By Spouse Convertible Note 0.4 2006-11-30 4 A 0 3000000 0.4 A 2006-11-30 2008-11-30 Common shares 7500000 7500000 I KMB Trac Two Holdings Ltd. Warrants 0.8 2006-11-30 4 A 0 3750000 0.8 A 2006-11-30 2009-11-30 Common shares 3750000 3750000 I KMB Trac Two Holdings Ltd. Prior to the issuance of the US$3,000,000 convertible note and 3,750,000 warrants to KMB Trac Two Holdings Ltd., KMB Trac Two Holdings held a US$2,000,000 convertible note and 2,500,000 warrants that Counterpath issued in a financing transaction dated December 13, 2005. Pursuant to the terms of the November 30, 2006 financing, KMB Trac Two Holdings agreed to subscribe for a US$3,000,000 convertible note and 3,750,000 warrants in consideration for a cash payment of US1,000,000 and the surrender and cancellation of the US$2,000,000 convertible note and 2,500,000 warrants issued in the 2005 financing. KMB Trac Two Holdings, however, is entitled to payment of all accrued interest owing under the US$2,000,000 convertible note from December 13, 2005 to November 30, 2005. /s/ Steven Bruk 2006-12-08