Voice Mobility International, Inc.: Exhibit 10.1 - Filed by newsfilecorp.com






THIS SUBSCRIPTION AGREEMENT (THE “SUBSCRIPTION AGREEMENT”)
RELATES TO AN OFFERING OF A CONVERTIBLE NOTE (THE “NOTE”) IN AN OFFSHORE
TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO
REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE
“1933 ACT”). 

NEITHER THE NOTE OR THE SECURITIES INTO WHICH THE NOTE IS
CONVERTIBLE HAVE BEEN REGISTERED UNDER 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;







- 2 -

	 	(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;

	 	 	 
	 	(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 “Questionnaire”) attached as Exhibit C
      hereto;

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







- 3 -

	 	(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.



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 Securities and Exchange Commission (the “SEC”) and Canadian securities
      commissions in compliance, or intended compliance, with applicable
      securities legislation;

	 	 	 
	 	(e) 	
      there are risks associated with an investment in the
      Company including, by way of example and not in limitation, the specific
      risks identified in the Company’s most recent periodic reports filed with
      the SEC and Canadian Securities Commissions;







- 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 Questionnaire 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 Questionnaire;

	 	 	 
	 	(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 Questionnaire
      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 Company will refuse to register any transfer of the
      Securities not made in accordance with the provisions of Regulation S,
      pursuant to an effective registration statement under the 1933 Act or
      pursuant to an available exemption from the registration requirements of
      the 1933 Act and in accordance with any other applicable securities
      laws;

	 	 	 
	 	(l) 	
      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;




	 	(m) 	
      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;

	 	 	 
	 	(n) 	
      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 -

	 	(o) 	
      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;

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

	 	 	 
	 	(q) 	
      the Company will refuse to register the transfer any of
      the Securities not made in accordance with the provisions of Regulation S,
      pursuant to an effective registration statement under the 1933 Act or
      pursuant to an available exemption from the registration requirements of
      the 1933 Act and in each case in accordance with applicable securities
      laws;

	 	 	 
	 	(r) 	
      the Subscriber has not purchased the Securities as a
      result of, and will not itself engage in, any “directed selling efforts”
      (as defined in Regulation S under the 1933 Act) in the United States in
      respect of any of the Securities which would include any activities
      undertaken for the purpose of, or that could reasonably be expected to
      have the effect of, conditioning the market in the United States for the
      resale of any of the Securities; provided, however, that the Subscriber
      may sell or otherwise dispose of any of the Securities pursuant to
      registration of any of the Securities pursuant to the 1933 Act and any
      applicable securities laws or under an exemption from such registration
      requirements and as otherwise provided herein;

	 	 	 
	 	(s) 	
      the statutory and regulatory basis for the exemption
      claimed for the offer and sale of the Securities, although in technical
      compliance with Regulation S, would not be available if the offering is
      part of a plan or scheme to evade the registration provisions of the 1933
      Act; and

	 	 	 
	 	(t) 	
      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 not a U.S. Person and the Subscriber is
      not acquiring the Securities for the account or benefit of, directly or
      indirectly, any U.S. Person;

	 	 	 	 
	 	(b) 	
      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;

	 	 	 	 
	 	(c) 	
      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,








- 6 -

	 	(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;





	 	(d) 	
      it 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;

	 	 	 
	 	(e) 	
      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;

	 	 	 
	 	(f) 	
      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;

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

	 	 	 
	 	(h) 	
      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;

	 	 	 
	 	(i) 	
      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;

	 	 	 
	 	(j) 	
      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;

	 	 	 
	 	(k) 	
      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;








- 7 -

	 	(l) 	
      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
      and the Questionnaire 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;

	 	 	 
	 	(m) 	
      the Subscriber is purchasing the Securities as principal
      for investment only and not with a view to, or for, resale, distribution
      or fractionalization thereof, in whole or in part, and, in particular, it
      has no intention to distribute either directly or indirectly any of the
      Securities in the United States or to U.S. Persons;

	 	 	 
	 	(n) 	
      the Subscriber is outside the United States when
      receiving and executing this Subscription Agreement;

	 	 	 
	 	(o) 	
      the Subscriber understands and agrees that offers and
      sales of any of the Securities prior to the expiration of the period
      specified in Regulation S (such period hereinafter referred to as the
      “Distribution Compliance Period”) shall only be made in compliance with
      the safe harbor provisions set forth in Regulation S, pursuant to the
      registration provisions of the 1933 Act or an exemption therefrom, and
      that all offers and sales after the Distribution Compliance Period shall
      be made only in compliance with the registration provisions of the 1933
      Act or an exemption therefrom and in each case only in accordance with
      applicable state and provincial securities laws;

	 	 	 
	 	(p) 	
      the Subscriber understands and agrees not to engage in
      any hedging transactions involving any of the Securities unless such
      transactions are in compliance with the provisions of the 1933 Act and in
      each case only in accordance with applicable state and provincial
      securities laws;

	 	 	 
	 	(q) 	
      the Subscriber acknowledges that it has not purchased the
      Securities as a result of, and will not itself engage in, any “directed
      selling efforts” (as defined in Regulation S under the 1933 Act) in the
      United States in respect of any of the Securities which would include any
      activities undertaken for the purpose of, or that could reasonably be
      expected to have the effect of, conditioning the market in the United
      States for the resale of any of the Securities; provided, however, that
      the Subscriber may sell or otherwise dispose of any of the Securities
      pursuant to registration of any of the Securities pursuant to the 1933 Act
      and any applicable securities laws or under an exemption from such
      registration requirements and as otherwise provided herein;

	 	 	 
	 	(r) 	
      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;

	 	 	 
	 	(s) 	
      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;

	 	 	 
	 	(t) 	
      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,

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







- 8 -

	 		(iv) 	
      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

	 	 	 	 
	 	(u) 	
      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:

	 	 	 	 	 
	 		(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




- 9 -

	 		(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:

	 	 	 	 	 
	 			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.




- 10 -

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:


	
      “THE SECURITY REPRESENTED HEREBY AND THE SECURITIES
      INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN OFFERED IN AN
      OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS
      DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES
      SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”). 

	
         

	
      NEITHER THE SECURITY REPRESENTED HEREBY NOR THE
      SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN
      REGISTERED UNDER 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. 

	
        

	
      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. 








- 11 -

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:

	 	(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.




- 12 -

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.

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