CounterPath Corporation — Merger & Acquisition 2021

Mar 3, 2021

BARBARA K. CEGAVSKE Secretary of State 202 North Carson Street Carson City, Nevada 89701-4201 (775) 684-5708 Website: www.nvsos.gov www.nvsilverflume.gov

Filed in the Office of	Business Number
	C9385-2003
Barbara K. Cegarske	Filing Number
	20211270900
Secretary of State	Filed On
State Of Nevada	2/26/2021 8:02:00
	Number of Pages

$2:00$ AM ges

ABOVE SPACE IS FOR OFFICE USE ONLY

Articles of Conversion/Exchange/Merger

NRS 92A.200 and 92A.205

This filing completes the following: $\Box$ Conversion $\Box$ Exchange $\boxtimes$ Merger

TYPE OR PRINT - USE DARK INK ONLY - DO NOT HIGHLIGHT

1. Entity Information:	Entity Name:
(Constituent, Acquired or Merging)	CounterPath Merger Sub, Inc.
	Jurisdiction: Nevada	Entity Type*: corporation
	If more than one entity being acquired or merging please attach additional page.
2. Entity Information: (Resulting, Acquiring or Surviving)	Entity Name: COUNTERPATH CORPORATION
	Jurisdiction: Nevada	Entity Type*: corporation
3. Plan of Conversion, Exchange or Merger: (select one box)	The entire plan of conversion, exchange or merger is attached to these articles. $\overline{\mathsf{x}}$ of business of the resulting entity. The entire plan of exchange or merger is on file at the	The complete executed plan of conversion is on file at the registered office or principal place
	entity (NRS 92A.200).	registered office of the acquiring corporation, limited-liability company or business trust, or at the records office address if a limited partnership, or other place of business of the acquiring
	on file at the records office required by NRS 88.330. (Conversion only)	The complete executed plan of conversion for the resulting domestic limited partnership is
(If more than one entity being acquired or merging please attach additional approval page.)	Exchange/Merger: Owner's approval (NRS 92A.200) (options a, b or c must be used for each entity) A. Owner's approval was not required from the: Acquired/merging Acquiring/surviving $\overline{\mathsf{x}}$ B. The plan was approved by the required consent of the owners of: X Acquired/merging Acquiring/surviving Acquired/merging Acquiring/surviving CounterPath Merger Sub, Inc.	C. Approval of plan of exchange/merger for Nevada non-profit corporation (NRS 92A.160): Non-profit Corporations only: The plan of exchange/merger has been approved by the directors of the corporation and by each public officer or other person whose approval of the plan of merger is required by the articles of incorporation of the domestic corporation.
	Name of acquired/merging entity
	COUNTERPATH CORPORATION
	Name of acquiring/surviving entity
5. Effective Date and Time: (Optional)	Date: 3/1/2021	Time: 7:00 am MT (must not be later than 90 days after the certificate is filed)

* corporation, limited partnership, limited-liability limited partnership, limited-liability company or business trust.

BARBARA K. CEGAVSKE Secretary of State 202 North Carson Street Carson City, Nevada 89701-4201 (775) 684-5708 Website: www.nvsos.gov www.nvsilverflume.gov

ABOVE SPACE IS FOR OFFICE USE ONLY

Articles of Conversion/Exchange/Merger

NRS 92A.200 and 92A.205

This filing completes the following: $\Box$ Conversion $\Box$ Exchange $\boxtimes$ Merger

TYPE OR PRINT - USE DARK INK ONLY - DO NOT HIGHLIGHT

4. Approval Continued: (If more than one entity being acquired or merging please attach additional approval page.)	Exchange/Merger: Owner's approval (NRS 92A.200) (options a, b or c must be used for each entity) A. Owner's approval was not required from the: I. Acquired/merging Acquiring/surviving $\times$ B. The plan was approved by the required consent of the owners of: Acquired/merging $[\overline{\times}]$ Acquiring/surviving $\mathcal{C}$ C. Approval of plan of exchange for Nevada non-profit corporation (NRS 92A.160): Non-profit Corporations only: The plan of exchange/merger has been approved by the directors of the corporation and by each public officer or other person whose approval of the plan of merger is required by the articles of incorporation of the domestic corporation. Acquired/merging Acquiring/surviving CounterPath Merger Sub, Inc. Name of acquired/merging entity COUNTERPATH CORPORATION
	Name of acquiring/surviving entity
4. Approval Continued: (If more than one entity being acquired or merging please attach additional approval page.)	Exchange/Merger: Owner's approval (NRS 92A.200) (options a, b or c must be used for each entity) A. Owner's approval was not required from the: Acquired/merging Acquiring/surviving B. The plan was approved by the required consent of the owners of: Acquired/merging Acquiring/surviving C. Approval of plan of exchange for Nevada non-profit corporation (NRS 92A.160): Non-profit Corporations only: The plan of exchange/merger has been approved by the directors of the corporation and by each public officer or other person whose approval of the plan of merger is required by the articles of incorporation of the domestic corporation. Acquired/merging Acquiring/surviving Name of acquired/merging entity
	Name of acquiring/surviving entity

* corporation, limited partnership, limited-liability limited partnership, limited-liability company or business trust.

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BARBARA K. CEGAVSKE
Secretary of State
202 North Carson Street
Carson City, Nevada 89701-4201
(775) 684-5708 Website: www.nvsos.gov
www.nvsilverflume.gov

Articles of Conversion/Exchange/Merger
NRS 92A.200 and 91A.205
Name Care of: Address	City	Country State Zip/Postal Code
** Amended and restated articles may be attached as an exhibit or integrated into the articles of merger. Please entitle them "Restated" or "Amended and Restated," accordingly. The form to accompany restated articles prescribed by the secretary of state must accompany the amended and/or restated articles. Pursuant to NRS 92A.180 (merger of subsidiary into parent - Nevada parent owning 90% or more of subsidiary), the articles of merger may not contain amendments to the constituent documents of the surviving entity except that the name of the surviving entity may be changed.
Exchange: (NRS 92A.200). Merger: (Select one box) X (NRS 92A.200).
Conversion:
	Name of constituent entity	SEE ATTACHED AMENDED AND RESTATED ARTICLES. The undersigned declares that a plan of exchange has been adopted by each constituent entity The undersigned declares that a plan of merger has been adopted by each constituent entity The undersigned declares that a plan of merger has been adopted by the parent domestic entity (NRS 92A.180). A plan of conversion has been adopted by the constituent entity in compliance with the law of the jurisdiction governing the constituent entity. Signatures - must be signed by: 1. If constituent entity is a Nevada entity: an officer of each Nevada corporation; all general partners of each Nevada limited partnership or limited-liability limited partnership; a manager of each Nevada limited-liability company with managers or one member if there are no managers; a trustee of each Nevada business trust; a managing partner of a Nevada limited-liability partnership (a.k.a. general partnership governed by NRS chapter 87). 2. If constituent entity is a foreign entity: must be signed by the constituent entity in the manner provided by the law governing it.

I

BARBARA K. CEGAVSKE BARBARA K. CEGAVSKE
Secretary of State
202 North Carson Street
Carson City, Nevada 89701-4201
(775) 684-5708
Website: www.nvsos.gov
www.nvsilverflume.gov

Exchange: Signatures - Must be signed by: An officer of each Nevada corporation; All general partners
of each Nevada limited partnership; All general partners of each Nevada limited-liability
$\pmb{\times}$ Merger: 92A.230).
XBrian Beatler	CEO	3/1/21
Signature (Exchange/Merger)		Date
X Signature (Exchange/Merger)	Title	Date
X
	to this page or as an attachment, as needed. CounterPath Merger Sub, Inc. Name of acquired/merging entity COUNTERPATH CORPORATION Name of acquiring/surviving entity	limited partnership; A manager of each Nevada limited-liability company with managers or a member if there are no Managers; A trustee of each Nevada business trust (NRS 92A.230) Unless otherwise provided in the certificate of trust or governing instrument of a business trust, an exchange must be approved by all the trustees and beneficial owners of each business trust that is a constituent entity in the exchange. The articles of exchange must be signed by each foreign constituent entity in the manner provided by the law governing it (NRS 92A.230). Additional signature blocks may be added Signatures - Must be signed by: An officer of each Nevada corporation; All general partners of each Nevada limited partnership; All general partners of each Nevada limited-liability limited partnership; A manager of each Nevada limited-liability company with managers or one member if there are no managers; A trustee of each Nevada business trust (NRS The articles of merger must be signed by each foreign constituent entity in the manner provided by the law governing it (NRS 92A.230). Additional signature blocks may be added to this page or as an attachment, as needed. Title If more than one entity being acquired or merging please attach additional page of informaiton and signatures. CEO

BARBARA K. CEGAVSKE
Secretary of State
202 North Carson Street
Carson City, Nevada 89701-4201
(775) 684-5708
Website: www.nvsos.gov
www.nvsilverflume.gov

NRS 92A.200 and 91A.205
9. Signature Statement Continued: (Required)	Exchange: Signatures - Must be signed by: An officer of each Nevada corporation; All general partners of each Nevada limited partnership; All general partners of each Nevada limited-liability limited partnership; A manager of each Nevada limited-liability company with managers or a member if there are no Managers; A trustee of each Nevada business trust (NRS 92A.230) Unless otherwise provided in the certificate of trust or governing instrument of a business trust, an exchange must be approved by all the trustees and beneficial owners of each business trust that is a constituent entity in the exchange. The articles of exchange must be signed by each foreign constituent entity in the manner provided by the law governing it (NRS 92A.230). Additional signature blocks may be added to this page or as an attachment, as needed.
	$\times$ Merger: Signatures - Must be signed by: An officer of each Nevada corporation; All general partners of each Nevada limited partnership; All general partners of each Nevada limited-liability limited partnership; A manager of each Nevada limited-liability company with managers or one member if there are no managers; A trustee of each Nevada business trust (NRS 92A.230). The articles of merger must be signed by each foreign constituent entity in the manner provided by the law governing it (NRS 92A.230). Additional signature blocks may be added to this page or as an attachment, as needed.
10. Signature(s): (Required)	CounterPath Merger Sub, Inc. Name of acquired/merging entity
		CEO
	X Signature (Exchange/Merger) If more than one entity being acquired or merging please attach additional page of informaiton and signatures.	Title	Date
	COUNTERPATH CORPORATION
	Name of acquiring/surviving entity X 4a	CEO	3/1/21
	Signature (Exchange/Merger)	Title	Date
	X Signature of Constituent Entity (Conversion)	Title	Date
	Please include any required or optional information in space below:

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