CONFIDENTIAL PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT

To:

Voice Mobility International, Inc. (the “Corporation”)

1.

Subscription

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2.

Payment

3.

Documents Required from Subscriber

3.1

The Subscriber must complete, sign and return to the Corporation:

(a)

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

(b)

a National Instrument 45-106 (“NI 45-106”) Questionnaire in the form attached as Exhibit A (the “Questionnaire”).

4.

Closing

5.

Regulatory Approval

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6.

Acknowledgements of Subscriber

6.1

The Subscriber acknowledges and agrees that:

(a)

none of the Securities have been registered under the 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 defined herein), except in accordance with the provisions of Regulation S promulgated under the 1933 Act (“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 has received and carefully read this Subscription Agreement;

(c)

by completing the Questionnaire, the Subscriber is representing and warranting that the Subscriber is satisfies one of the categories of registration and prospectus exemptions provided in NI 45-106;

(d)

the Subscriber is outside the United States when receiving and executing this Subscription and is acquiring the Securities as principal for its own account, for investment purposes only, and not with a view to, or for, resale, distribution or fractionalization thereof, in whole or in part, and no other person has a direct or indirect beneficial interest in such Securities;

(e)

none of the Securities may be offered or sold to a U.S. Person or for the account or benefit of a U.S. Person (other than a distributor) prior to the end of the expiration of a period of one year after the date of original issuance of the Securities;

(f)

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;

(g)

the decision to execute this Subscription Agreement and purchase the Units 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 Corporation and such decision is based solely upon a review of the publicly available information regarding the Corporation available on the website of the Canadian regulatory authorities available at www.sedar.com and the United States Securities and Exchange Commission (the “SEC’) available at www.sec.gov (collectively, the “Corporation Information”);

(h)

the Securities are not being subscribed for by the Subscriber as a result of any material information about the Corporation’s affairs that has not been publicly disclosed;

(i)

the Subscriber and the Subscriber’s advisor(s) have had a reasonable opportunity to ask questions of and receive answers from the Corporation in connection with the Offering, and to obtain additional information, to the extent possessed or obtainable by the Corporation without unreasonable effort or expense, necessary to verify the accuracy of the information contained in the Corporation Information, or any other document provided to the Subscriber;

(j)

the books and records of the Corporation 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 that all documents, records and books in connection with the

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(k)

all of the information which the Subscriber has provided to the Corporation 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 Corporation, the Subscriber will immediately provide the Corporation with such information;

(l)

the Subscriber will indemnify and hold harmless the Corporation and, where applicable, its respective 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 herein, in the Questionnaire or in any document furnished by the Subscriber to the Corporation 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 Corporation in connection therewith;

(m)

the issuance and sale of the Securities to the Subscriber will not be completed if it would be unlawful or if, in the discretion of the Corporation acting reasonably, it is not in the best interests of the Corporation;

(n)

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 Corporation 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;

(o)

the Subscriber is acquiring the Securities pursuant to exemptions from the registration and prospectus requirements of all securities rules, policies, notices orders, legislation and regulations of any kind whatsoever (collectively, the “Securities Rules”) of all jurisdictions applicable to this Subscription Agreement, and, as a consequence, the undersigned will not be entitled to use most of the civil remedies available under the Securities Rules, including statutory rights of rescission and damages, and the undersigned will not receive information that would otherwise be required to be provided to the undersigned pursuant to the Securities Rules if such exemptions were not being used;

(p)

the Securities are being issued pursuant to an exemption from the Securities Rules by virtue of (i) the undersigned’s status as an “accredited investor”, as defined in NI 45-106; and (ii) the fact that the undersigned is not a “U.S. person” as such term is defined in Regulation S promulgated under the 1933 Act;

(q)

any transfer, resale or other subsequent disposition of any of the Securities may be subject to restrictions contained in the Securities Rules applicable to the holder of the Securities or to the proposed transferee, including, but not limited to, resale restrictions under the Securities Rules;

(r)

no documents in connection with this Offering have been reviewed by the SEC, any state securities administrators or any Canadian regulatory authorities;

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(s)

no securities commission or similar regulatory authority has reviewed or passed on the merits of the Securities or has reviewed any documents in connection with the sale of the Securities hereunder;

(t)

the Corporation will refuse to register the 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 each case in accordance with applicable state and provincial securities laws;

(u)

the Corporation may pay to finders that introduce subscribers to the Corporation a finder’s fee of up to ten percent (10%) of the gross proceeds of the Offering, payable in Units;

(v)

there is no government or other insurance covering any of the Securities; and

(w)

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

7.

Representations, Warranties and Covenants of the Subscriber

(a)

the Subscriber is not a U.S. Person;

(a)

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” on the signature page of this Subscription Agreement;

(c)

the sale of the Securities to the Subscriber as contemplated by the delivery of this Subscription Agreement, the acceptance of it by the Corporation and the issuance of the Securities to the Subscriber complies with all applicable laws of the Subscriber’s jurisdiction of residence or domicile and will not cause the Corporation to become subject to or comply with any disclosure, prospectus or reporting requirements under any such applicable laws;

(d)

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 Corporation 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 the Securities; and

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(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 Corporation in the International Jurisdiction; and

(e)

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;

(f)

all information contained in the Questionnaire is complete and accurate and may be relied upon by the Corporation, and the Subscriber will notify the Corporation immediately of any material change in any such information occurring prior to the Closing;

(g)

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 in such Securities, and the Subscriber has not subdivided his interest in the Securities with any other person;

(h)

the Subscriber (i) is able to fend for itself in the Subscription Agreement; (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;

(i)

the Subscriber is aware that an investment in the Corporation is speculative and involves certain risks, including the possible loss of the investment;

(b)

the Subscriber is acquiring 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;

(j)

the Subscriber is outside the United States when receiving and executing this Subscription;

(k)

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 securities laws;

(l)

the Subscriber has not acquired 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 state securities laws or under an exemption from such registration requirements and as otherwise provided herein;

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(m)

the Subscriber understands and agrees that offers and sales of any of the Shares prior to the expiration of a distribution compliance period specified in Regulation S (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;

(n)

the Subscriber has made an independent examination and investigation of an investment in the Securities and the Corporation and has depended on the advice of its legal and financial advisors and agrees that the Corporation will not be responsible in anyway whatsoever for the Subscriber’s decision to invest in the Securities and the Corporation;

(o)

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 Shares and the Corporation and the Subscriber is providing evidence of such knowledge and experience in these matters through the information requested in the Questionnaire;

(p)

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

(q)

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 corporation, 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;

(r)

the entering into of this Subscription Agreement and the transactions contemplated hereby do not result in the violation of any of the terms and provisions of any law applicable to, or, if applicable, 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;

(s)

the Subscriber has duly executed and delivered this Subscription Agreement and it constitutes a valid and binding agreement of the Subscriber enforceable against the Subscriber;

(t)

the Subscriber is not an underwriter of, or dealer in, the common shares of the Corporation, nor is the Subscriber participating, pursuant to a contractual agreement or otherwise, in the distribution of the Shares;

(u)

the Subscriber understands and agrees that none of the Securities have been registered under 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 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;

(v)

the Subscriber understands and agrees that the Corporation will refuse to register any transfer of the Shares 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;

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(w)

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; and

(x)

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.

7.2

In this Subscription Agreement, the term “U.S. Person” shall have the meaning ascribed thereto in Regulation S.

8.

Representations and Warranties of the Corporation

9.

Representations and Warranties will be Relied Upon by the Corporation

10.

Resale Restrictions