Voice Mobility International, Inc.: Exhibit 10.2 - Filed by newsfilecorp.com






NEITHER THIS CONVERTIBLE NOTE (THE “NOTE”) OR THE SECURITIES
INTO WHICH THE NOTE IS CONVERTIBLE HAVE BEEN REGISTERED UNDER THE UNITED STATES
SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”), OR ANY U.S. STATE
SECURITIES LAWS, AND, UNLESS SO REGISTERED, IT MAY NOT BE OFFERED OR SOLD,
DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO A U.S. PERSONS EXCEPT IN
ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO
AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN
AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE
STATE SECURITIES LAWS. HEDGING TRANSACTIONS INVOLVING THE NOTE MAY NOT BE
CONDUCTED UNLESS IN COMPLIANCE WITH THE 1933 ACT. “UNITED STATES” AND "U.S.
PERSON" ARE AS DEFINED BY REGULATION S UNDER THE 1933 ACT. 

UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF
THE NOTE MUST NOT TRADE THE NOTE BEFORE THE DATE WHICH IS FOUR MONTHS AND ONE
DAY FROM THE CLOSING DATE (AS DEFINED HEREIN).

THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE ARE
LISTED ON THE TORONTO STOCK EXCHANGE ("TSX"); HOWEVER, THE SAID SECURITIES
CANNOT BE TRADED THROUGH THE FACILITIES OF TSX SINCE THEY ARE NOT FREELY
TRANSFERABLE, AND CONSEQUENTLY ANY CERTIFICATE REPRESENTING SUCH SECURITIES IS
NOT "GOOD DELIVERY" IN SETTLEMENT OF TRANSACTIONS ON TSX. 

CONFIDENTIAL 

  PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT 

	TO: 	Voice Mobility International, Inc. (the
      “Company”) 
	  	107 - 645 Fort Street Victoria, 
	  	British Columbia V8W 1G2 


PURCHASE OF CONVERTIBLE DEBENTURES 

1.               
Subscription 

1.1              On
the basis of the representations and warranties and subject to the terms and
conditions set forth herein, the undersigned (the “Subscriber”) hereby
irrevocably subscribes for and agrees to purchase secured convertible debentures
(the “Debentures”) in the principal amount of $__________________ (the
“Proceeds”), in the form attached hereto as Exhibit “A” (such subscription and
agreement to purchase being the “Subscription”) on the basis of the
representations and warranties and subject to the terms and conditions set forth
herein and in the Debentures.

1.2         
    The Debentures will have, among others, the following terms:


	 	(a) 	
      the principal amount of the Debentures, and accrued but
      unpaid interest thereon, will be repayable on the first anniversary of the
      issuance of the Debentures (the “Maturity Date”);

	 	 	 
	 	(b) 	
      the principal amount of the Debentures shall bear
      interest at 10% per annum payable on the Maturity Date or upon
      conversion;

	 	 	 
	 	(c) 	
      if the common shares of the Company (each a “Common
      Share”) are not cease traded by any regulatory authority and the Common
      Shares are listed for trading on the TSX Venture Exchange or similar stock
      exchange (the “Exchange”), the principal amount of the Debentures,
      excluding any accrued interest thereon (the “Accrued Interest”), will be
      convertible into Common Shares at the conversion price of $0.05 per unit (each a “Unit”).
      Each Unit consists of one Common Share (each a “Unit Share”) and one
      warrant (a “Warrant”). Each Warrant entitles the holder to purchase one
      additional Common Share (each a “Warrant Share”) at an exercise price of
  $0.10 for a period of 24 months from the date of conversion;








- 2 - 

	 	(d) 	
      at the time of conversion, the Holder may elect to have
      the Accrued Interest converted into common shares at the a price per share
      equal to the volume weighted average trading price of the Company’s common
      shares, calculated by dividing the total value by the total volume of
      securities traded for the five trading days immediately preceding the date
      of conversion; and

	 	 	 
	 	(e) 	
      the Debentures will be secured by the General Security
      Agreements in the form attached hereto as Exhibit
“B”.



1.3             
On the basis of the representations and warranties and subject to the terms and
conditions set forth herein, including the approval of this Subscription by the
Exchange, the Company hereby agrees to sell and issue the Debentures to the
Subscriber. Subject to the terms hereof, the Subscription Agreement will be
effective upon its acceptance by the Company. 

1.4             
Unless otherwise provided, all dollar amounts referred to in this Subscription
Agreement are in lawful money of Canada. 

2.               
Payment 

2.1              The
Proceeds shall be paid to the Company by the Subscriber on or before June 30,
2010 or such other date as the parties mutually agree (the “Closing Date”); 

2.2              The
Subscriber shall pay the Proceeds by certified cheque or bank draft drawn on a
Canadian chartered bank, and made payable and delivered to the Company.
Alternatively, the Proceeds may be wired to the Company or its lawyers pursuant
to wiring instructions that will be provided to the Subscriber upon request. If
the Proceeds are wired to the Company’s lawyers, the Subscriber authorizes such
lawyers to immediately deliver the Subscription Proceeds to the Company upon
receipt of the Proceeds from the Subscriber. 

2.3             
The Subscriber acknowledges and agrees that this Subscription Agreement, the
Proceeds and any other documents delivered in connection herewith will be held
on behalf of the Company. In the event that this Subscription Agreement is not
accepted by the Company for whatever reason, which the Company expressly
reserves the right to do, at any time before the Closing Date, this Subscription
Agreement, the Proceeds (without interest thereon) and any other documents
delivered in connection herewith will be returned to the Subscriber at the
address of the Subscriber as set forth in this Subscription Agreement. 

3.               
Documents Required from Subscriber 

3.1              The
Subscriber must complete, sign and return to the Company the following
documents: 

	 	(a) 	
      two (2) executed copies of this Subscription
      Agreement;

	 	 	 
	 	(b) 	
      if the Subscriber is investing less than CDN$150,000, an
      Investor Questionnaire (the “CDN Questionnaire”) attached as Exhibit C
      hereto;

	 	 	 
	 	(c) 	
      an investor acknowledgement form attached as Exhibit
      D;

	 	 	 
	 	(d) 	
      if the Subscriber is not an individual and does not have
      a current Corporate Placee Registration Form on file with the Exchange,
      the Corporate Placee Registration Form attached as Exhibit F hereto;
      and







- 3 - 

	 	(e) 	
      an Investor Suitability Questionnaire in the form
      attached as Exhibit G (together with the CDN Questionnaire, the
      “Questionnaires”).



3.2              The
Subscriber shall complete, sign and return to the Company as soon as possible,
on request by the Company, any additional documents, questionnaires, notices and
undertakings as may be required by any regulatory authorities and applicable
law. 

3.3              Both
parties to this Subscription Agreement acknowledge and agree that Clark Wilson
LLP has acted as counsel only to the Company and is not protecting the rights
and interests of the Subscriber. The Subscriber acknowledges and agrees that the
Company and Clark Wilson LLP have given him the opportunity to seek, and have
recommended that the Subscriber obtain, independent legal advice with respect to
the subject matter of this Subscription Agreement and, further, the Subscriber
hereby represents and warrants to the Company and Clark Wilson LLP that the
Subscriber has sought independent legal advice or waives such advice. 

4.              
 Conditions and Closing 

4.1             
Closing of the offering (the “Offering”) of the Debentures shall occur on the
Closing Date. 

4.2              Provided
that the Subscriber has satisfied the requirements of Sections 2 and 3 hereof
and the Company has accepted this Subscription Agreement, on the Closing Date,
the Company shall deliver to the Subscriber certificates representing the
Debentures and an executed General Security Agreement.

5.              
 Acknowledgements and Agreements of Subscriber 

5.1             
The Subscriber acknowledges and agrees that: 

	 	(a) 	
      none of the Debentures, Units, Unit Shares, Warrants, or
      Warrant Shares (collectively, the “Securities”) have been or will be
      registered under the United States Securities Act of 1933, as
      amended (the “1933 Act”), or under any state securities or “blue sky” laws
      of any state of the United States, and, unless so registered, may not be
      offered or sold in the United States or, directly or indirectly, to U.S.
      Persons, as that term is defined in Regulation S under the 1933 Act
      (“Regulation S”), except in accordance with the provisions of Regulation
      S, pursuant to an effective registration statement under the 1933 Act, or
      pursuant to an exemption from, or in a transaction not subject to, the
      registration requirements of the 1933 Act and in each case only in
      accordance with applicable state and provincial securities laws;

	 	 	 
	 	(b) 	
      the Subscriber acknowledges that the Company has not
      undertaken, and will have no obligation, to register any of the Securities
      under the 1933 Act or any other securities legislation;

	 	 	 
	 	(c) 	
      by completing the Questionnaire, if applicable, the
      Subscriber is representing and warranting that the Subscriber satisfies
      one of the categories of registration and prospectus exemptions provided
      in National Instrument 45-106 adopted by the British Columbia Securities
      Commission (the “BCSC”);

	 	 	 
	 	(d) 	
      the decision to execute this Subscription Agreement and
      purchase the Securities agreed to be purchased hereunder has not been
      based upon any oral or written representation as to fact or otherwise made
      by or on behalf of the Company, and such decision is based entirely upon a
      review of any public information which has been filed by the Company with
      the United States Securities and Exchange Commission and Canadian
      securities commissions and in compliance, or intended compliance, with
      applicable securities legislation (collectively, the "Public
    Record");

	 	 	 
	 	(e) 	
      there are risks associated with an investment in the
      Securities, as more fully described in certain information forming part of
      the Public Record;







- 4 - 

	 	(f) 	
      the Subscriber and the Subscriber’s advisor(s) have had a
      reasonable opportunity to ask questions of and receive answers from the
      Company in connection with the distribution of the Securities hereunder,
      and to obtain additional information, to the extent possessed or
      obtainable without unreasonable effort or expense, necessary to verify the
      accuracy of the information about the Company;

	 	 	 	 
	 	(g) 	
      the books and records of the Company were available upon
      reasonable notice for inspection, subject to certain confidentiality
      restrictions, by the Subscriber during reasonable business hours at its
      principal place of business, and all documents, records and books in
      connection with the distribution of the Securities hereunder have been
      made available for inspection by the Subscriber, the Subscriber’s lawyer
      and/or advisor(s);

	 	 	 	 
	 	(h) 	
      all of the information which the Subscriber has provided
      to the Company is correct and complete as of the date the Subscription
      Agreement is signed, and if there should be any change in such information
      prior to this Subscription Agreement being executed by the Company, the
      Subscriber will immediately provide the Company with such
    information;

	 	 	 	 
	 	(i) 	
      the Company is entitled to rely on the representations
      and warranties of the Subscriber contained in this Subscription Agreement
      and the Questionnaires and the Subscriber will hold harmless the Company
      from any loss or damage it or they may suffer as a result of the
      Subscriber’s failure to correctly complete this Subscription Agreement or
      the Questionnaires;

	 	 	 	 
	 	(j) 	
      the Subscriber will indemnify and hold harmless the
      Company and, where applicable, its directors, officers, employees, agents,
      advisors and shareholders, from and against any and all loss, liability,
      claim, damage and expense whatsoever (including, but not limited to, any
      and all fees, costs and expenses whatsoever reasonably incurred in
      investigating, preparing or defending against any claim, lawsuit,
      administrative proceeding or investigation whether commenced or
      threatened) arising out of or based upon any representation or warranty of
      the Subscriber contained in this Subscription Agreement, the
      Questionnaires or in any document furnished by the Subscriber to the
      Company in connection herewith being untrue in any material respect or any
      breach or failure by the Subscriber to comply with any covenant or
      agreement made by the Subscriber to the Company in connection
      therewith;

	 	 	 	 
	 	(k) 	
      the Subscriber has been advised to consult the
      Subscriber’s own legal, tax and other advisors with respect to the merits
      and risks of an investment in the Securities and with respect to
      applicable resale restrictions, and it is solely responsible (and the
      Company is not in any way responsible) for compliance with:

	 	 	 	 
	 		(i) 	
      any applicable laws of the jurisdiction in which the
      Subscriber is resident in connection with the distribution of the
      Securities hereunder, and

	 	 	 	 
	 		(ii) 	
      applicable resale restrictions;

	 	 	 	 
	 	(l) 	
      in addition to resale restrictions imposed under U.S.
      securities laws, there are additional restrictions on the Subscriber’s
      ability to resell in Canada any of the Securities under the Securities
      Act (British Columbia) (the “BC Act”) and National Instrument 45-102
      Resale of Securities adopted by the BCSC;

	 	 	 	 
	 	(m) 	
      the Company has advised the Subscriber that the Company
      is relying on an exemption from the requirements to provide the Subscriber
      with a prospectus to issue the Securities and, as a consequence of
      acquiring the Securities pursuant to such exemption certain protections,
      rights and remedies provided by the applicable securities legislation of
      British Columbia including statutory rights of rescission or damages, will
      not be available to the Subscriber;







- 5 - 

	 	(n) 	
      neither the SEC nor any other securities commission or
      similar regulatory authority has reviewed or passed on the merits of any
      of the Securities and no documents in connection with the sale of the
      Securities hereunder have been reviewed by the SEC or any other
      commissions or securities regulatory authorities;

	 	 	 
	 	(o) 	
      there is no government or other insurance covering any of
      the Securities;

	 	 	 
	 	(p) 	
      no securities commission or similar regulatory authority
      has reviewed or passed on the merits of the Securities;

	 	 	 
	 	(q) 	
      none of the Securities are listed on any stock exchange
      or automated dealer quotation system and no representation has been made
      to the Subscriber that any of the Securities will become listed on any
      stock exchange or automated dealer quotation system; except that currently
      the common Securities of the Company are quoted for trading on the OTC
      Bulletin Board; and

	 	 	 
	 	(r) 	
      this Subscription Agreement is not enforceable by the
      Subscriber unless it has been accepted by the Company, and the Subscriber
      acknowledges and agrees that the Company reserves the right to reject any
      Subscription for any reason whatsoever.



6.               
Representations, Warranties and Covenants of the Subscriber 

6.1              The
Subscriber hereby represents and warrants to and covenants with the Company
(which representations, warranties and covenants shall survive the Closing)
that: 

	 	(a) 	
      the Subscriber is resident in the jurisdiction set out
      under the heading “Name and Address of Subscriber” on the signature page
      of this Subscription Agreement;

	 	 	 	 	 
	 	(b) 	
      the Subscriber:

	 	 	 	 	 
	 		(i) 	
      is knowledgeable of, or has been independently advised as
      to, the applicable securities laws of the securities regulators having
      application in the jurisdiction in which the Subscriber is resident (the
      “International Jurisdiction”) which would apply to the acquisition of the
      Securities,

	 	 	 	 	 
	 		(ii) 	
      the Subscriber is purchasing the Securities pursuant to
      exemptions from prospectus or equivalent requirements under applicable
      securities laws or, if such is not applicable, the Subscriber is permitted
      to purchase the Securities under the applicable securities laws of the
      securities regulators in the International Jurisdiction without the need
      to rely on any exemptions,

	 	 	 	 	 
	 		(iii) 	
      the applicable securities laws of the authorities in the
      International Jurisdiction do not require the Company to make any filings
      or seek any approvals of any kind whatsoever from any securities regulator
      of any kind whatsoever in the International Jurisdiction in connection
      with the issue and sale or resale of any of the Securities,

	 	 	 	 	 
	 		(iv) 	
      the purchase of the Securities by the Subscriber does not
      trigger:

	 	 	 	 	 
	 			A. 	
      any obligation to prepare and file a prospectus or
      similar document, or any other report with respect to such purchase in the
      International Jurisdiction, or

	 	 	 	 	 
	 			B. 	
      any continuous disclosure reporting obligation of the
      Company in the International Jurisdiction, and

	 	 	 	 	 
	 		(v) 	
      the Subscriber will, if requested by the Company, deliver
      to the Company and the Agent a certificate or opinion of local counsel
      from the International Jurisdiction which will confirm the matters referred to in
subparagraphs (ii), (iii) and (iv) above to the satisfaction of the Company,
acting reasonably; 








- 6 - 

	 	(c) 	
      the Subscriber has the legal capacity and competence to
      enter into and execute this Subscription Agreement and to take all actions
      required pursuant hereto and, if the Subscriber is a corporate entity, it
      is duly incorporated and validly subsisting under the laws of its
      jurisdiction of incorporation and all necessary approvals by its
      directors, shareholders and others have been obtained to authorize
      execution and performance of this Subscription Agreement on behalf of the
      Subscriber;

	 	 	 
	 	(d) 	
      the entering into of this Subscription Agreement and the
      transactions contemplated hereby do not and will not result in the
      violation of any of the terms and provisions of any law applicable to, or
      the constating documents of, the Subscriber or of any agreement, written
      or oral, to which the Subscriber may be a party or by which the Subscriber
      is or may be bound;

	 	 	 
	 	(e) 	
      the Subscriber has duly executed and delivered this
      Subscription Agreement and upon acceptance thereof by the Company it will
      constitutes a valid and binding agreement of the Subscriber enforceable
      against the Subscriber in accordance with its terms;

	 	 	 
	 	(f) 	
      the Subscriber has received and carefully read this
      Subscription Agreement;

	 	 	 
	 	(g) 	
      the Subscriber is aware that an investment in the Company
      is speculative and involves certain risks, including the possible loss of
      the entire investment t and it has carefully read and considered the
      matters set forth under the heading “Risk Factors” appearing in the
      Company’s Forms 10-K, 10-Q, 8-K and any other periodic filings filed by
      the Company publicly with the SEC;

	 	 	 
	 	(h) 	
      the Subscriber has made an independent examination and
      investigation of an investment in the Securities and the Company and has
      depended on the advice of its legal and financial advisors and agrees that
      the Company will not be responsible in any way whatsoever for the
      Subscriber's decision to invest in the Securities and the
  Company;

	 	 	 
	 	(i) 	
      the Subscriber (i) has adequate net worth and means of
      providing for its current financial needs and possible personal
      contingencies, (ii) has no need for liquidity in this investment, and
      (iii) is able to bear the economic risks of an investment in the
      Securities for an indefinite period of time, and can afford the complete
      loss of such investment;

	 	 	 
	 	(j) 	
      the Subscriber (i) is able to fend for him/her/itself in
      the Subscription; (ii) has such knowledge and experience in business
      matters as to be capable of evaluating the merits and risks of its
      prospective investment in the Securities; and (iii) has the ability to
      bear the economic risks of its prospective investment and can afford the
      complete loss of such investment;

	 	 	 
	 	(k) 	
      the Subscriber understands and agrees that the Company
      and others will rely upon the truth and accuracy of the acknowledgements,
      representations and agreements contained in this Subscription Agreement,
      the Questionnaire and the CDN Questionnaire, as applicable, and agrees
      that if any of such acknowledgements, representations and agreements are
      no longer accurate or have been breached, the Subscriber shall promptly
      notify the Company;

	 	 	 
	 	(l) 	
      the Subscriber is purchasing the Securities for its own
      account for investment purposes only and not for the account of any other
      person and not for distribution, assignment or resale to others, and no
      other person has a direct or indirect beneficial interest is such
      Securities, and the Subscriber has not subdivided his interest in the
      Securities with any other person;

	 	 	 
	 	(m) 	
      the Subscriber has the requisite knowledge and experience
      in financial and business matters as to be capable of evaluating the
      merits and risks of the investment in the Securities and the
  Company and the Subscriber is providing evidence of such
      knowledge and experience in these matters through the information
      requested in the Questionnaire and the CDN Questionnaire, as
  applicable;








- 7 - 

	 	(n) 	
      the Subscriber is not an underwriter of, or dealer in,
      the common shares of the Company, nor is the Subscriber participating,
      pursuant to a contractual agreement or otherwise, in the distribution of
      the Securities;

	 	 	 	 
	 	(o) 	
      the Subscriber is not aware of any advertisement of any
      of the Securities and is not acquiring the Securities as a result of any
      form of general solicitation or general advertising including
      advertisements, articles, notices or other communications published in any
      newspaper, magazine or similar media or broadcast over radio or
      television, or any seminar or meeting whose attendees have been invited by
      general solicitation or general advertising;

	 	 	 	 
	 	(p) 	
      no person has made to the Subscriber any written or oral
      representations:

	 	 	 	 
	 		(i) 	
      that any person will resell or repurchase any of the
      Securities;

	 	 	 	 
	 		(ii) 	
      that any person will refund the purchase price of any of
      the Securities; or

	 	 	 	 
	 		(iii) 	
      as to the future price or value of any of the
      Securities;

	 	 	 	 
	 	(q) 	
      that any of the Securities will be listed and posted for
      trading on any stock exchange or automated dealer quotation system or that
      application has been made to list and post any of the Securities on any
      stock exchange or automated dealer quotation system; and

	 	 	 	 
	 	(r) 	
      the Subscriber acknowledges and agrees that the Company
      shall not consider the Subscriber’s Subscription for acceptance unless the
      undersigned provides to the Company, along with an executed copy of this
      Subscription Agreement:

	 	 	 	 
	 		(i) 	
      a fully completed and executed Questionnaire, if
      applicable, in the form attached hereto as Exhibit C, and

	 	 	 	 
	 		(ii) 	
      such other supporting documentation that the Company or
      its legal counsel may request to establish the Subscriber’s qualification
      as a qualified investor.



6.2             
In this Subscription Agreement, the term “U.S. Person” shall have the meaning
ascribed thereto in Regulation S promulgated under the 1933 Act and for the
purpose of the Subscription Agreement includes any person in the United States.


7.               
Present Ownership of Securities 

7.1              The
Subscriber either [check appropriate box]: 

		[ ] 	does not own directly or
      indirectly, or exercise control or direction over, any common shares of
      the Company or securities convertible into common shares of the Company;
      or 
	 	  	 
		[ ] 	owns directly or indirectly, or
      exercises control or direction over, common shares of the Company and
      convertible securities entitling the holder thereof to acquire an
      additional common shares of the Company. 


8.              
 Insider Status 

8.1              The
Subscriber either [check appropriate box]: 

	 	[ ] 	is an “Insider” of the Company as
      defined in the BC Act, namely: “Insider” means: 






- 8 - 

	 	(i) 	
      a director or senior officer of the Company;

	 	 	 	 
	 	(ii) 	
      a director or senior officer of a person that is itself
      an insider or subsidiary of the Company;

	 	 	 	 
	 	(iii) 	
      a person that has:

	 	 	 	 
	 		A. 	
      direct or indirect beneficial ownership of;

	 	 	 	 
	 		B. 	
      control or direction over; or

	 	 	 	 
	 		C. 	
      a combination of direct or indirect beneficial ownership
      of and of control or direction over

	 	 	 	 
	 			
      securities of the Company carrying more than 10% of the
      voting rights attached to all the Company’s outstanding voting securities,
      excluding, for the purpose of the calculation of the percentage held, any
      securities held by the person as underwriter in the course of a
      distribution; or

	 	 	 	 
	 	(iv) 	
      the Company itself, if it has purchased, redeemed or
      otherwise acquired any securities of its own issue, for so long as it
      continues to hold those securities; or




	 	[ ] 	is not an Insider of the Company.



9.                Member
of “Pro Group” 

9.1              The
Subscriber either [check appropriate box]: 

	 	
      [ ] 
	
      is a Member of the “Pro Group” as defined in the policies
      of the Exchange, namely: “Pro Group” means: 




	 	(i) 	
      Subject to subparagraphs (ii), (iii) and (iv) below, “Pro
      Group” shall include, either individually or as a group:

	 	 	 	 
	 		A. 	
      the member (i.e. a member of the Exchange under the
      Exchange requirements);

	 	 	 	 
	 		B. 	
      employees of the member;

	 	 	 	 
	 		C. 	
      partners, officers and directors of the member;

	 	 	 	 
	 		D. 	
      affiliates of the member; and

	 	 	 	 
	 		E. 	
      associates of any parties referred to in subparagraphs
      (i) through (iv).

	 	 	 	 
	 	(ii) 	
      The Exchange may, in its discretion, include a person or
      party in the Pro Group for the purposes of a particular calculation where
      the Exchange determines that the person is not acting at arm’s length of
      the member.

	 	 	 	 
	 	(iii) 	
      The Exchange may, in its discretion, exclude a person
      from the Pro Group for the purposes of a particular calculation where the
      Exchange determines that the person is acting at arm’s length of the
      member.

	 	 	 	 
	 	(iv) 	
      The member may deem a person who would otherwise be
      included in the Pro Group pursuant to subparagraph (i) to be excluded from
      the Pro Group where the member determines
that:







- 9 - 

	 	A. 	
      the person is an affiliate or associate of the member
      acting at arm’s length of the member;

	 	 	 
	 	B. 	
      the associate or affiliate has a separate corporate and
      reporting structure;

	 	 	 
	 	C. 	
      there are sufficient controls on information flowing
      between the member and the associate or affiliate; and

	 	 	 
	 	D. 	
      the member maintains a list of such excluded persons;
      or




	 	(b) 	[ ] 	is not a member of the Pro Group.
    


10.              Conditional
upon Exchange Acceptance 

10.1             Without
limitation, this Subscription and the transactions contemplated hereby are
conditional upon and subject to the Company receiving acceptance from the
Exchange of the Offering and the transactions contemplated hereby. 

11.              Representations
and Warranties will be Relied Upon by the Company 

11.1            
The Subscriber acknowledges that the representations and warranties contained
herein are made by it with the intention that such representations and
warranties may be relied upon by the Company and its legal counsel in
determining the Subscriber’s eligibility to purchase the Securities under
applicable securities legislation, or (if applicable) the eligibility of others
on whose behalf it is contracting hereunder to purchase the Debentures under
applicable securities legislation. The Subscriber further agrees that by
accepting delivery of certificates representing the Securities, it will be
representing and warranting that the representations and warranties contained
herein are true and correct as at each date of acceptance of such certificates
with the same force and effect as if they had been made by the Subscriber on
such date and that they will survive the purchase by the Subscriber of the
Debentures and the acquisition by the Subscriber of the Conversion Shares and
will continue in full force and effect notwithstanding any subsequent
disposition by the Subscriber of such Securities. 

12.             
Acknowledgement and Waiver 

12.1             The
Subscriber has acknowledged that the decision to purchase the Debentures was
solely made on the basis of publicly available information. The Subscriber
hereby waives, to the fullest extent permitted by law, any rights of withdrawal,
rescission or compensation for damages to which the Subscriber might be entitled
in connection with the distribution of any of the Securities. 

13.              Legending
and Registration of Subject Securities 

13.1            The
Subscriber consents to the placement of a legend on any certificate or other
document evidencing any of the Securities to the effect that such securities
have not been registered under the 1933 Act or any state securities or “blue
sky” laws and setting forth or referring to the restrictions on transferability
and sale thereof contained in this Subscription Agreement such legend to be
substantially as follows: 


  
    “NEITHER THE SECURITY REPRESENTED HEREBY NOR THE
      SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED
      UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “1933
      ACT”), OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED,
      NONE MAY BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES
      OR TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT IN ACCORDANCE WITH THE PROVISIONS
      OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION
      STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM,
      OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE
      1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. HEDGING
      TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE
      WITH THE 1933 ACT. “UNITED STATES” AND "U.S. PERSON" ARE AS DEFINED
      BY REGULATION S UNDER THE 1933 ACT. 

  






- 10 - 


  
    UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER
      OF THIS SECURITY AND THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE
      SHALL NOT TRADE SUCH SECURITIES BEFORE <>. 

    THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE
      ARE LISTED ON THE TORONTO STOCK EXCHANGE ("TSX"); HOWEVER, THE SAID SECURITIES
      CANNOT BE TRADED THROUGH THE FACILITIES OF TSX SINCE THEY ARE NOT FREELY
      TRANSFERABLE, AND CONSEQUENTLY ANY CERTIFICATE REPRESENTING SUCH SECURITIES
      IS NOT "GOOD DELIVERY" IN SETTLEMENT OF TRANSACTIONS ON TSX. 

  



13.2            
The Subscriber hereby acknowledges and agrees to the Company making a notation
on its records or giving instructions to the registrar and transfer agent of the
Company in order to implement the restrictions on transfer set forth and
described in this Subscription Agreement. 

14.              
Collection of Personal Information 

14.1            
The Subscriber acknowledges and consents to the fact that the Company is
collecting the Subscriber’s personal information for the purpose of fulfilling
this Subscription Agreement. The Subscriber’s personal information (and, if
applicable, the personal information of those on whose behalf the Subscriber is
contracting hereunder) may be disclosed by the Company to (a) stock exchanges or
securities regulatory authorities, including the Exchange, (b) the Company’s
registrar and transfer agent, (c) Canadian tax authorities, (d) authorities
pursuant to the Proceeds of Crime (Money Laundering) and Terrorist Financing
Act (Canada), and (e) any of the other parties involved in the issuance of
the Securities, including legal counsel, and may be included in record books in
connection with the issuance of the Securities. By executing this Subscription
Agreement, the Subscriber is deemed to be consenting to the foregoing
collection, use and disclosure of the Subscriber’s personal information (and, if
applicable, the personal information of those on whose behalf the Subscriber is
contracting hereunder) and to the retention of such personal information for as
long as permitted or required by law or business practice. Notwithstanding that
the Subscriber may be purchasing the Securities as agent on behalf of an
undisclosed principal, the Subscriber agrees to provide, on request, particulars
as to the identity of such undisclosed principal as may be required by the
Company in order to comply with the foregoing. 

14.2             Furthermore,
the Subscriber is hereby notified that: 

	 	(a) 	
      the Company may deliver to a provincial securities
      commission and/or the SEC certain personal information pertaining to the
      Subscriber, including such Subscriber’s full name, residential address and
      telephone number, the number of shares or other securities of the Company
      owned by the Subscriber, the number of Securities purchased by the
      Subscriber and the total purchase price paid for such Securities, the
      prospectus exemption relied on by the Company and the date of distribution
      of the Securities;

	 	 	 
	 	(b) 	
      such information is being collected indirectly by the
      provincial securities commission under the authority granted to it in
      securities legislation; and

	 	 	 
	 	(c) 	
      such information is being collected for the purposes of
      the administration and enforcement of the securities legislation of
      Canada.



15.              
Consent 

15.1             By
executing this Subscription Agreement, the Subscriber (on its own behalf and, if
applicable, on behalf of each beneficial purchaser on whose behalf the
Subscriber is acting) acknowledges and expressly consents to: 




- 11 - 

	 	(a) 	
      the disclosure of Personal Information by the Company to
      the Exchange (as described in Exchange Appendix 6A, a copy of which is
      attached as Exhibit E hereto) pursuant to Form 4B; and

	 	 	 
	 	(b) 	
      the collection, use and disclosure of personal
      information by the Exchange for the purposes described in Appendix 6A or
      as otherwise identified by the Exchange, from time to
  time.



For the purposes of this Section 15, “Personal Information”
means any information about the Subscriber, and includes information contained
in Part II Items 8, 9, 10 and Part IV Item 3(a), as applicable, of Form 4B, and
“Form 4B” means Exchange Form 4B entitled Private Placement Notice Form. 

16.             
 Costs 

16.1             The
Subscriber acknowledges and agrees that all costs and expenses incurred by the
Subscriber (including any fees and disbursements of any special counsel retained
by the Subscriber) relating to the purchase of the Debenture or the conversion
of the Debenture into Units shall be borne by the Subscriber. 

17.              
Governing Law 

17.1            
All questions concerning the construction, validity, enforcement and
interpretation of this Subscription Agreement shall be governed by and construed
and enforced in accordance with the laws of the Province of British Columbia and
the federal laws of Canada applicable therein, without regard to the principles
of conflicts of law thereof. The Subscriber, in its personal or corporate
capacity and, if applicable, on behalf of each beneficial purchaser for whom it
is acting, irrevocably attorns to the jurisdiction of the courts of the Province
of British Columbia. 

18.              
Survival 

18.1             This
Subscription Agreement, including without limitation the representations,
warranties and covenants contained herein, shall survive and continue in full
force and effect and be binding upon the parties hereto notwithstanding the
completion of the purchase of the Debentures by the Subscriber pursuant hereto.


19.              
Assignment 

19.1            
This Subscription Agreement is not transferable or assignable. 

20.              
Severability 

20.1             The
invalidity or unenforceability of any particular provision of this Subscription
Agreement shall not affect or limit the validity or enforceability of the
remaining provisions of this Subscription Agreement. 

21.             
 Entire Agreement 

21.1            
Except as expressly provided in this Subscription Agreement and in the
agreements, instruments and other documents contemplated or provided for herein,
this Subscription Agreement contains the entire agreement between the parties
with respect to the sale of the Debentures and there are no other terms,
conditions, representations or warranties, whether expressed, implied, oral or
written, by statute or common law, by the Company or by anyone else. 




- 12 - 

22.               Notices 

22.1            
  Any notice required or permitted to be given to the Company will be in writing
  and may be given by prepaid registered post, electronic facsimile transmission
  or other means of electronic communication capable of producing a printed copy
  to the address of the Company set forth below or such other address as the
  Company may specify by notice in writing to the Subscriber, and any such notice
  will be deemed to have been given and received by the Company to whom it was
  addressed if mailed, on the third day following the mailing thereof, if by
  facsimile or other electronic communication, on successful transmission,
  or, if delivered, on delivery; but if at the time or mailing or between the time
  of mailing and the third business day thereafter there is a strike, lockout, or
  other labour disturbance affecting postal service, then the notice will not be
  effectively given until actually delivered: 

Voice Mobility International, Inc.

107-645 Fort Street

  Victoria, BC V8W 1G2 




- 13 - 

with a copy, which shall not
constitute notice, to: 

Clark Wilson LLP 
Barristers and
Solicitors 
800 – 885 West Georgia Street 
Vancouver, British Columbia V6C
3H1 

Attention: Virgil Z. Hlus 
Fax:
(604) 687-6314 

23.              
Counterparts and Electronic Means 

23.1             This
Subscription Agreement may be executed in any number of counterparts, each of
which, when so executed and delivered, shall constitute an original and all of
which together shall constitute one instrument. Delivery of an executed copy of
this Agreement by electronic facsimile transmission or other means of electronic
communication capable of producing a printed copy will be deemed to be execution
and delivery of this Agreement as of the date hereinafter set forth. 

IN WITNESS WHEREOF the Subscriber has duly executed this
Subscription Agreement as of the date of acceptance by the Company. 

_____________________________________________ 
(Name of
Subscriber – Please type or print) 

_____________________________________________ 
(Signature and,
if applicable, Office) 

_____________________________________________ 
(Address of
Subscriber) 

_____________________________________________ 
(City, State or
Province, Postal Code of Subscriber) 

_____________________________________________ 
(Country of
Subscriber) 





- 14 - 

A C C E P T A N C E 

The above-mentioned Subscription Agreement in respect of the
purchase of the Debentures is hereby accepted by Voice Mobility International,
Inc. 

DATED at Vancouver, British Columbia, the _______ day of
____________________, 2010. 

VOICE MOBILITY INTERNATIONAL, INC. 


Per:      
______________________________________
              
Authorized Signatory 




EXHIBIT A 

FORM OF DEBENTURE




EXHIBIT B 

FORM OF GENERAL SECURITY AGREEMENT




EXHIBIT C 

INVESTOR QUESTIONNAIRE 

All capitalized terms herein, unless otherwise defined, have
the meanings ascribed thereto in the Subscription Agreement. 

The purpose of this Questionnaire is to assure the Company that
the Subscriber will meet certain requirements of National Instrument 45-106 (“NI
45-106”). The Company will rely on the information contained in this
Questionnaire for the purposes of such determination. 

The Subscriber covenants, represents and warrants to the
Company that: 

	 	1. 	
      the Subscriber is (tick one or more of the following
      boxes):




	 	(A) 	
      a director, executive officer, employee or control person
      of the Company or an affiliate of the Company
	 [ ]
	 	 	 	 
	 	(B) 	
      a spouse, parent, grandparent, brother, sister or child
      of a director, executive officer, founder or control person of the Company
      or an affiliate of the Company
	 [ ]
	 	 	 	 
	 	(C) 	
      a parent, grandparent, brother, sister or child of the
      spouse of a director, executive officer, founder or control person of the
      Company or an affiliate of the Company
	 [ ]
	 	 	 	 
	 	(D) 	
      a close personal friend of a director, executive officer,
      founder or control person of the Company
	[ ] 
	 	 	 	 
	 	(E) 	
      a close business associate of a director, executive
      officer, founder or control person of the Company or an affiliate of the
      Company
	 [ ]
	 	 	 	 
	 	(F) 	
      an accredited investor
	 [ ]
	 	 	 	 
	 	(G) 	
      a company, partnership or other entity of which a
      majority of the voting securities are beneficially owned by, or a majority
      of the directors are, persons described in paragraphs A to F
	 [ ]
	 	 	 	 
	 	(H) 	
      a trust or estate of which all of the beneficiaries or a
      majority of the trustees or executors are persons described in paragraphs
      A to F
	[
  ] 



	 	2. 	
      if the Subscriber has checked box B, C, D, E, G or H in
      paragraph 1 above, the director, executive officer, founder or control
      person of the Company with whom the undersigned has the relationship
      is:

	 	 	 


(Instructions to Subscriber: fill
in the name of each director, executive officer, founder and control person
which you have the above-mentioned relationship with. If you have checked box G
or H, also indicate which of A to F describes the securityholders, directors,
trustees or beneficiaries which qualify you as box G or H and provide the names
of those individuals. Please attach a separate page if necessary).




- 18 - 

	 	3. 	
      if the Subscriber has ticked box F in Section 1 above,
      the Subscriber satisfies one or more of the categories of “accredited
      investor” (as that term is defined in NI 45-106) indicated below (please
      check the appropriate box):




		[ ] 	
      (a) an individual who either alone or with a spouse
      beneficially owns, directly or indirectly, financial assets (as defined in
      NI 45-106) having an aggregate realizable value that, before taxes but net
      of any related liabilities, exceeds CDN$1,000,000; 

	 	  	
       

		[ ] 	
      (b) an individual whose net income before taxes exceeded
      CDN$200,000 in each of the two more recent calendar years or whose net
      income before taxes combined with that of a spouse exceeded $300,000 in
      each of those years and who, in either case, reasonably expects to exceed
      that net income level in the current calendar year; 

	 	  	
       

		[ ] 	
      (c) an individual who, either alone or with a spouse, has
      net assets of at least CDN $5,000,000; 

	 	  	
       

		[ ] 	
      (d) a person, other than an individual or investment
      fund, that had net assets of at least CDN$5,000,000 as reflected on its
      most recently prepared financial statements. 

	 	  	
       

		[ ] 	
      (e) an individual registered or formerly registered under
      securities legislation in a jurisdiction of Canada, as a representative of
      a person or company registered under securities legislation in a
      jurisdiction of Canada, as an adviser or dealer, other than a limited
      market dealer registered under the Securities Act (Ontario) or the
      Securities Act (Newfoundland); 

	 	  	
       

		[ ] 	
      (f) an individual registered or formerly registered under
      the securities legislation of a jurisdiction of Canada as a representative
      of a person referred to in paragraph (e); 

	 	  	
       

		[ ] 	
      (g) an investment fund that distributes it securities
      only to persons that are accredited investors at the time of distribution,
      a person that acquires or acquired a minimum of CDN$150,000 of value in
      securities, or a person that acquires or acquired securities under
      Sections 2.18 or 2.19 of NI 45-106; 

	 	  	
       

		[ ] 	
      (h) an investment fund that distributes or has
      distributed securities under a prospectus in a jurisdiction of Canada for
      which the regulator or, in Québec, the securities regulatory authority,
      has issued a receipt; 

	 	  	
       

		[ ] 	
      (i) a person acting on behalf of a fully managed account
      managed by that person, if that person (i) is registered or authorized to
      carry on business as an adviser or the equivalent under the securities
      legislation of a jurisdiction of Canada or a foreign jurisdiction, and
      (ii) in Ontario, is purchasing a security that is not a security of an
      investment fund; 

	 	  	
       

		[ ] 	
      (j) a person in respect of which all of the owners of
      interests, direct, indirect or beneficial, except the voting securities
      required by law are persons or companies that are accredited investors; or
      

	 	  	
       

		[ ] 	
      (k) an investment funds that is advised by a person
      registered as an advisor or a person that is exempt from registration as
      an advisor. 







- 19 - 

The Subscriber acknowledges and agrees that the Subscriber may
be required by the Company to provide such additional documentation as may be
reasonably required by the Company and its legal counsel in determining the
Subscriber’s eligibility to acquire the Shares under relevant legislation. 

                        IN
WITNESS WHEREOF, the undersigned has executed this Questionnaire as of the
________day of ______________________, 2010. 

	 	If an Individual: 	 	If a Corporation, Partnership or Other Entity:
    
	 	 	 	 
	 	 	 	 
	 	Signature 	 	Print or Type Name of Entity 
	 	 	 	 
	 	 	 	 
	 	Print or Type Name 	 	Signature of Authorized Signatory 
	 	 	 	 
	 	 	 	 
	 	  	 	Type of Entity 







EXHIBIT D 

INVESTOR ACKNOWLEDGEMENT FORM




- 21 - 

	 	EXHIBIT E 	
	 	 
	 	 
	 	APPENDIX 6A
	  ACKNOWLEDGEMENT – PERSONAL INFORMATION 


TSX Venture Exchange Inc. and its affiliates, authorized
agents, subsidiaries and divisions, including the TSX Venture Exchange
(collectively referred to as “the Exchange”) collect Personal Information in
certain Forms that are submitted by the individual and/or by an Issuer or
Applicant and use it for the following purposes: 

	to conduct background checks,
  
	to verify the Personal Information that has been provided about each
  individual,
  
	to consider the suitability of the individual to act as an officer,
  director, insider, promoter, investor relations provider or, as applicable, an
  employee or consultant, of the Issuer or Applicant,
  
	to consider the eligibility of the Issuer or Applicant to list on the
  Exchange,
  
	to provide disclosure to market participants as to the security holdings
  of directors, officers, other insiders and promoters of the Issuer, or its
  associates or affiliates,
  
	to conduct enforcement proceedings, and
  
	to perform other investigations as required by and to ensure compliance
  with all applicable rules, policies, rulings and regulations of the Exchange,
  securities legislation and other legal and regulatory requirements governing
  the conduct and protection of the public markets in Canada. 


As part of this process, the Exchange also collects additional
Personal Information from other sources, including but not limited to,
securities regulatory authorities in Canada or elsewhere, investigative, law
enforcement or self-regulatory organizations, regulations services providers and
each of their subsidiaries, affiliates, regulators and authorized agents, to
ensure that the purposes set out above can be accomplished.

The Personal Information the Exchange collects may also be
disclosed: 

	(a) 	
      to the agencies and organizations in the preceding
      paragraph, or as otherwise permitted or required by law, and they may use
      it in their own investigations for the purposes described above;
  and

	 	 
	(b) 	
      on the Exchange’s website or through printed materials
      published by or pursuant to the directions of the
  Exchange.



The Exchange may from time to time use third parties to process
information and/or provide other administrative services. In this regard, the
Exchange may share the information with such third party service providers.





- 22 - 

	 	EXHIBIT F 	
	 	 
	 	FORM 4C 

    
	CORPORATE PLACEE
    REGISTRATION FORM  


This Form will remain on file with the Exchange and must be
completed if required under section 4(b) of Part II of Form 4B. The corporation,
trust, portfolio manager or other entity (the “Placee”) need only file it on one
time basis, and it will be referenced for all subsequent Private Placements in
which it participates. If any of the information provided in this Form changes,
the Placee must notify the Exchange prior to participating in further placements
with Exchange listed Issuers. If as a result of the Private Placement, the
Placee becomes an Insider of the Issuer, Insiders of the Placee are reminded
that they must file a Personal Information Form (2A) or, if applicable,
Declarations, with the Exchange. 

	1. 	
      Placee Information:

	 	 	 
		(a) 	
      Name:________________________________________________________________________

	 	 	 
		(b) 	
      Complete
      Address:______________________________________________________________

	 	 	 
		(c) 	
      Jurisdiction of Incorporation or
      Creation:_____________________________________________

	 	 	 
	2. 	
      (a)
	Is the Placee purchasing securities as a portfolio manager: (Yes/No)?
      ________________________
	 	 	 
		(b) 	
      Is the Placee carrying on business as a portfolio manager
      outside of Canada: 
(Yes/No)? __________

	 	 	 
	3. 	
      If the answer to 2(b) above was “Yes”, the undersigned
      certifies that:

	 	 	 
		(a) 	
      it is purchasing securities of an Issuer on behalf of
      managed accounts for which it is making the investment decision to
      purchase the securities and has full discretion to purchase or sell
      securities for such accounts without requiring the client’s express
      consent to a transaction;

	 	 	 
		(b) 	
      it carries on the business of managing the investment
      portfolios of clients through discretionary authority granted by those
      clients (a “portfolio manager” business) in ____________________
      [jurisdiction], and it is permitted by law to carry on a portfolio manager
      business in that jurisdiction;

	 	 	 
		(c) 	
      it was not created solely or primarily for the purpose of
      purchasing securities of the Issuer;

	 	 	 
		(d) 	
      the total asset value of the investment portfolios it
      manages on behalf of clients is not less than $20,000,000; and

	 	 	 
		(e) 	
      it has no reasonable grounds to believe, that any of the
      directors, senior officers and other insiders of the Issuer, and the
      persons that carry on investor relations activities for the Issuer has a
      beneficial interest in any of the managed accounts for which it is
      purchasing.







- 23 - 

	4. 	
      If the answer to 2(a). above was “No”, please provide the
      names and addresses of Control Persons of the
Placee:





	Name * 	City 	Province or State 	Country 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 




		
      * If the Control Person is not an individual, provide the
      name of the individual that makes the investment decisions on behalf of
      the Control Person.

	 	 
	5. 	
      Acknowledgement - Personal Information and Securities
      Laws




	 	(a) 	
      “Personal Information” means any information about an
      identifiable individual, and includes information contained in sections 1,
      2 and 4, as applicable, of this Form.



The undersigned hereby acknowledges and
agrees that it has obtained the express written consent of each individual to:


	 	(i) 	
      the disclosure of Personal Information by the undersigned
      to the Exchange (as defined in Appendix 6B) pursuant to this Form;
    and

	 	 	 
	 	(ii) 	
      the collection, use and disclosure of Personal
      Information by the Exchange for the purposes described in Appendix 6B or
      as otherwise identified by the Exchange, from time to
  time.




	 	(b) 	
      The undersigned acknowledges that it is bound by the
      provisions of applicable Securities Law, including provisions concerning
      the filing of insider reports and reports of
  acquisitions.



Dated and certified (if applicable), acknowledged and agreed,
at _____________________________________ on
_____________________________________

__________________________________________
(Name of Purchaser -
please print) 

__________________________________________
(Authorized
Signature) 

__________________________________________
(Official Capacity -
please print) 

__________________________________________
(Please print name
of individual whose signature appears above) 


THIS IS NOT A PUBLIC DOCUMENT 




- 24 - 

EXHIBIT G 

ACCREDITED INVESTOR QUESTIONNAIRE 

All capitalized terms herein, unless otherwise defined, have
the meanings ascribed thereto in the Agreement. 

This Questionnaire is for use by each Subscriber who is a US
person (as that term is defined Regulation S of the United States Securities Act
of 1933 (the “1933 Act”)) and has indicated an interest in purchasing
Shares of Voice Mobility International, Inc. (the “Company”). The purpose
of this Questionnaire is to assure the Company that each Subscriber will meet
the standards imposed by the 1933 Act and the appropriate exemptions of
applicable state securities laws. The Company will rely on the information
contained in this Questionnaire for the purposes of such determination. The
Shares will not be registered under the 1933 Act in reliance upon the exemption
from registration afforded by Section 3(b) and/or Section 4(2) and Regulation D
of the 1933 Act. This Questionnaire is not an offer of the Shares or any other
securities of the Company in any state other than those specifically authorized
by the Company. 

All information contained in this Questionnaire will be treated
as confidential. However, by signing and returning this Questionnaire, each
Subscriber agrees that, if necessary, this Questionnaire may be presented to
such parties as the Company deems appropriate to establish the availability,
under the 1933 Act or applicable state securities law, of exemption from
registration in connection with the sale of the Shares hereunder. 

The Subscriber covenants, represents and warrants to the
Company that it satisfies one or more of the categories of “Accredited
Investors”, as defined by Regulation D promulgated under the 1933 Act, as
indicated below: (Please initial in the space provide those categories, if any,
of an “Accredited Investor” which the Subscriber satisfies.) 

	______	Category 1 	An organization described in
      Section 501(c)(3) of the United States Internal Revenue Code, a
      corporation, a Massachusetts or similar business trust or partnership, not
      formed for the specific purpose of acquiring the Shares, with total assets
      in excess of US $5,000,000. 
	 	  	  
	______	Category 2 	A natural person whose individual
      net worth, or joint net worth with that person’s spouse, on the date of
      purchase exceeds US $1,000,000 excluding the value of the primary
      residence of such person(s) and the related amount of indebtedness secured
      by the primary residence up to its fair market value. 
	 	  	  
	______	Category 3 	A natural person who had an
      individual income in excess of US $200,000 in each of the two most recent
      years or joint income with that person’s spouse in excess of US $300,000
      in each of those years and has a reasonable expectation of reaching the
      same income level in the current year. 
	 	  	  
	______	Category 4 	A “bank” as defined under Section
      (3)(a)(2) of the 1933 Act or savings and loan association or other
      institution as defined in Section 3(a)(5)(A) of the 1933 Act acting in its
      individual or fiduciary capacity; a broker dealer registered pursuant to
      Section 15 of the Securities Exchange Act of 1934 (United States);
      an insurance company as defined in Section 2(13) of the 1933 Act; an
      investment company registered under the Investment Company Act of 1940
      (United States) or a business development company as defined in
      Section 2(a)(48) of such Act; a Small Business Investment Company licensed
      by the U.S. Small Business Administration under Section 301(c) or (d) of
      the Small Business Investment Act of 1958 (United States); a
      plan with total assets in excess of $5,000,000 established and maintained
      by a state, a political subdivision thereof, or an agency or
      instrumentality of a state or a political subdivision thereof, for the
      benefit of its employees; an employee benefit plan within the meaning of
      the Employee Retirement Income Security Act of 1974 (United
      States) whose investment decisions are made by a plan fiduciary, as
      defined in Section 3(21) of such Act, which is either a bank, savings and
      loan association, insurance company or registered investment adviser, or
      if the employee benefit plan has total assets in excess of $5,000,000, or,
      if a self-directed plan, whose investment decisions are made solely by persons
      that are accredited investors. 







- 25 - 

	______	Category 5 	
      A private business development company as defined in
      Section 202(a)(22) of the Investment Advisers Act of 1940 (United
      States). 

	 	  	
       

	______	Category 6 	
  A director or executive officer of the Company.

	 	  	
       

	______	Category 7 	
      A trust with total assets in excess of $5,000,000, not
      formed for the specific purpose of acquiring the Shares, whose purchase is
      directed by a sophisticated person as described in Rule 506(b)(2)(ii)
      under the 1933 Act. 

	 	  	
       

	______	Category 8 	
      An entity in which all of the equity owners satisfy the
requirements of one or more of the foregoing categories.



Note that prospective Subscribers claiming to satisfy one of
the above categories of Accredited Investor may be required to supply the
Company with a balance sheet, prior years’ federal income tax returns or other
appropriate documentation to verify and substantiate the Subscriber’s status as
an Accredited Investor. 

If the Subscriber is an entity which initialled Category 8 in
reliance upon the Accredited Investor categories above, state the name, address,
total personal income from all sources for the previous calendar year, and the
net worth (exclusive of home, home furnishings and personal automobiles) for
each equity owner of the said entity:

_____________________________________________________________________________________________


The Subscriber hereby certifies that the information contained
in this Questionnaire is complete and accurate and the Subscriber will notify
the Company promptly of any change in any such information. If this
Questionnaire is being completed on behalf of a corporation, partnership, trust
or estate, the person executing on behalf of the Subscriber represents that it
has the authority to execute and deliver this Questionnaire on behalf of such
entity. 

IN WITNESS WHEREOF, the undersigned has executed this
Questionnaire as of the _______ day of __________________, 2010. 

	If a Corporation, Partnership or Other Entity: 	 	If an Individual: 
	 	 	 
	 	 	 
	Print of Type Name of Entity 	 	Signature 
	 	 	 
	 	 	 
	Signature of Authorized Signatory 	 	Print or Type Name 
	 	 	 
	 	 	 
	Type of Entity 	 	Social Security/Tax I.D. No.