X0304 4/A 2012-02-13 2012-02-15 0 0001236997 COUNTERPATH CORP CPAH 0001312833 Karp David 3780 BAYRIDGE AVENUE VANCOUVER A1 V7V 3J2 BRITISH COLUMBIA, CANADA 0 1 0 0 Chief Financial Officer Stock Options 1.75 2012-06-14 2016-12-14 Common 150000 71500 D Deferred Share Units 2011-07-25 Common 54054 206725 D Options vest as to 12.5% after 6 months and 1/42 per month thereafter as per company plan. Each deferred share unit is convertible into one common share of CounterPath Corporation at no additional cost. There is no expiry date. Deferred share units vest as to one-third of the number granted on each of the first, second and third anniversaries of the grant date. This Form 4 is being amended to include the holdings of the deferred share units purchased on July 25, 2011 and the stock options granted on December 14, 2011. /s/ David Karp 2012-03-05