Form of AIR issued by the Company to each buyer



 EXHIBIT 4.2 
  

NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES
COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL
OPINION OF COUNSEL TO THE TRANSFEROR REASONABLY ACCEPTABLE TO THE COMPANY TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT WITH A
REGISTERED BROKER-DEALER OR OTHER LOAN WITH A FINANCIAL INSTITUTION THAT IS AN “ACCREDITED INVESTOR” AS DEFINED IN RULE 501(a) UNDER THE SECURITIES ACT. 
  
 ADDITIONAL INVESTMENT RIGHT 
  

To Purchase shares of Preferred Stock Series D and Warrants of 
  

i2 TELECOM INTERNATIONAL, INC. 
  
 THIS ADDITIONAL INVESTMENT RIGHT (the “Additional Investment Right”) CERTIFIES that, for value received,
                 (the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth,
at any time on or after the date of issuance of this Additional Investment Right (the “Initial Exercise Date”) and on or prior to the earlier of (1) the 6 month anniversary of the Effective Date and (2) the 22 month anniversary of
the Closing Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from i2 Telecom International, Inc., a Washington corporation (the “Company”), up to
                 units of Additional Investment Rights at an exercise price equal to $1,000 per unit (the “Exercise Price”), each unit consisting
of (1) one share of Series D Convertible Preferred Stock, no par value per share, of the Company (each such share, an “Additional Investment Right Share” and all such shares, the “Additional Investment Right
Shares”), which Additional Investment Right Shares shall have the same rights and preferences as the Preferred Shares issued pursuant to the Securities Purchase Agreement (as defined below); and (2) a warrant in the form attached to the
Securities Purchase Agreement as Exhibit B to purchase one share of Common Stock for every two shares of Common Stock underlying an Additional Investment Right Share (the “Additional Investment Right Warrants”). All such
additional investment rights are referred to herein, collectively, as the “Additional Investment Rights.” Common Stock issuable upon exercise of the Additional Investment Right Warrants shall be known herein as the
“Additional Investment Right Warrant Shares.” Capitalized terms used and not otherwise defined herein shall have the meanings set forth in that certain Securities Purchase Agreement (the “Securities Purchase
Agreement”), dated August 11, 2004, among the Company and the buyers signatory thereto.  
  









 1. Title to the Additional Investment Right. Prior to the Termination Date and subject to
compliance with applicable laws and Section 7 of this Additional Investment Right, this Additional Investment Right and all rights hereunder are transferable, in whole or in part, at the office or agency of the Company by the Holder in person or by
duly authorized attorney, upon surrender of this Additional Investment Right together with the Assignment Form annexed hereto properly endorsed. The transferee shall sign an investment letter in form and substance reasonably satisfactory to the
Company. 
  
 2. Authorization of Shares. The Company
covenants that all Additional Investment Right Shares and Additional Investment Right Warrant Shares which may be issued upon the exercise of the purchase rights represented by this Additional Investment Right will, upon exercise of the purchase
rights represented by this Additional Investment Right, be duly authorized, validly issued, fully paid and nonassessable and free from all taxes, liens and charges in respect of the issue thereof (other than taxes in respect of any transfer
occurring contemporaneously with such issue). 
  
 3. Exercise
of Additional Investment Right. 
  
 (a)
Exercise of the purchase rights represented by this Additional Investment Right may be made at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company of a duly executed facsimile copy
of the Notice of Exercise Form annexed hereto (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of such Holder appearing on the books of the Company); provided,
however, within 3 Business Days (as defined in the Certificate of Designations) of the date said Notice of Exercise is delivered to the Company, the Holder shall have surrendered this Additional Investment Right to the Company and the Company
shall have received payment of the aggregate Exercise Price of the shares thereby purchased by wire transfer or cashier’s check drawn on a United States bank. Certificates for shares purchased hereunder shall be delivered to the Holder within 3
Business Days from the delivery to the Company of the Notice of Exercise Form, surrender of this Additional Investment Right and payment of the aggregate Exercise Price as set forth above (“Additional Investment Right Share Delivery
Date”). This Additional Investment Right shall be deemed to have been exercised on the later of the date the Notice of Exercise is delivered to the Company by facsimile copy and the date the Exercise Price is received by the Company. The
Additional Investment Right Shares and the Additional Investment Right Warrants shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares
for all purposes, as of the date the Additional Investment Right has been exercised by payment to the Company of the Exercise Price and all taxes required to be paid by the Holder, if any, pursuant to Section 5 prior to the issuance of such shares,
have been paid. If the Company fails to deliver to the Holder a certificate or certificates representing the Additional Investment Right Shares and the Additional Investment Right Warrants pursuant to this Section 3(a) by the Additional Investment
Right Share Delivery Date, then the Holder will have the right to rescind such exercise. 
  

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 (b) If this Additional Investment Right shall have been exercised in part, the Company
shall, at the time of delivery of the certificate or certificates representing Additional Investment Right Shares and the Additional Investment Right Warrants, deliver to Holder a new Additional Investment Right evidencing the rights of Holder to
purchase the unpurchased Additional Investment Right Shares and Additional Investment Right Warrants called for by this Additional Investment Right, which new Additional Investment Right shall in all other respects be identical with this Additional
Investment Right. 
  
 4. Charges, Taxes and Expenses.
Issuance of certificates for Additional Investment Right Shares and the Additional Investment Right Warrants shall be made without charge to the Holder for any issue or transfer tax or other incidental expense in respect of the issuance of such
certificate, all of which taxes and expenses shall be paid by the Company, and such certificates shall be issued in the name of the Holder or in such name or names as may be directed by the Holder; provided, however, that in the event
certificates for Additional Investment Right Shares and Additional Investment Right Warrants are to be issued in a name other than the name of the Holder, this Additional Investment Right when surrendered for exercise shall be accompanied by the
Assignment Form attached hereto duly executed by the Holder; and the Company may require, as a condition thereto, the payment of a sum sufficient to reimburse it for any transfer tax incidental thereto. 
  
 5. Transfer, Division and Combination. 
  
 (a) Subject to compliance with any applicable securities
laws and the conditions set forth herein and in the Securities Purchase Agreement, this Additional Investment Right and all rights hereunder are transferable, in whole or in part, upon surrender of this Additional Investment Right at the principal
office of the Company, together with a written assignment of this Additional Investment Right substantially in the form attached hereto duly executed by the Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon
the making of such transfer. Upon such surrender and, if required, such payment, the Company shall execute and deliver a new Additional Investment Right or Additional Investment Rights in the name of the assignee or assignees and in the denomination
or denominations specified in such instrument of assignment, and shall issue to the assignor a new Additional Investment Right evidencing the portion of this Additional Investment Right not so assigned, and this Additional Investment Right shall
promptly be cancelled. An Additional Investment Right, if properly assigned, may be exercised by a new holder for the purchase of Additional Investment Right Shares and Additional Investment Right Warrants without having a new Additional Investment
Right issued. 
  
 (b) This Additional
Investment Right may be divided or combined with other Additional Investment Rights upon presentation hereof at the aforesaid office of the Company, together with a written notice specifying the names and denominations in which new Additional
Investment Rights are to be issued, signed by the Holder or its agent or attorney. Subject to compliance with Section 5(a), as to any transfer which may be involved in such division or combination, the Company shall execute and deliver a new
Additional Investment Right or Additional Investment Rights in exchange for the 

  

 3 








 
Additional Investment Right or Additional Investment Rights to be divided or combined in accordance with such notice. 
  
 (c) The Company shall prepare, issue and deliver at its own
expense (other than transfer taxes) the new Additional Investment Right or Additional Investment Rights under this Section 5. 
  
 (d) The Company agrees to maintain, at its aforesaid office, books for the registration and the registration of transfer of the Additional
Investment Rights. 
  
 (e) If, at the time of the
surrender of this Additional Investment Right in connection with any transfer of this Additional Investment Right, the transfer of this Additional Investment Right shall not be registered pursuant to an effective registration statement under the
1933 Act and under applicable state securities or blue sky laws, the Company may require, as a condition of allowing such transfer (i) that the Holder or transferee of this Additional Investment Right, as the case may be, furnish to the Company a
written opinion of counsel (which opinion shall be in form, substance and scope customary for opinions of counsel in comparable transactions) to the effect that such transfer may be made without registration under the 1933 Act and under applicable
state securities or blue sky laws, (ii) that the holder or transferee execute and deliver to the Company an investment letter in form and substance acceptable to the Company and (iii) that the transferee be an “accredited investor” as
defined in Rule 501(a)(1), (a)(2), (a)(3), (a)(7), or (a)(8) promulgated under the 1933 Act or a qualified institutional buyer as defined in Rule 144A(a) under the 1933 Act. 
  
 6. No Rights as Shareholder until Exercise. This Additional Investment Right does not entitle the Holder to any
voting rights or other rights as a shareholder of the Company prior to the exercise hereof. Upon the surrender of this Additional Investment Right and the payment of the aggregate Exercise Price, the Additional Investment Right Shares and Additional
Investment Right Warrants so purchased shall be and be deemed to be issued to such Holder as the record owner of such shares and warrants, as the case may be, as of the close of business on the later of the date of such surrender or payment.

  
 7. Loss, Theft, Destruction or Mutilation of Additional
Investment Right. The Company covenants that upon receipt by the Company of evidence reasonably satisfactory to it of the loss, theft, destruction or mutilation of this Additional Investment Right or any certificate relating to the Additional
Investment Right Shares or the Additional Investment Right Warrants, and in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to it (which, in the case of the Additional Investment Right and the Additional
Investment Right Warrants, shall not include the posting of any bond), and upon surrender and cancellation of such Additional Investment Right or certificate, if mutilated, the Company will make and deliver a new Additional Investment Right or
certificate of like tenor and dated as of such cancellation, in lieu of such Additional Investment Right or certificate. 
  
 8. Saturdays, Sundays, Holidays, etc. If the last or appointed day for the taking of any action or the expiration of any right required or granted
herein shall be a Saturday, Sunday 

  

 4 








 
or a legal holiday, then such action may be taken or such right may be exercised on the next succeeding day not a Saturday, Sunday or legal holiday.

  
 9. Adjustments of Exercise Price and Number of Additional
Investment Right Shares and Additional Investment Right Warrant Shares; Stock Splits, etc. The number and kind of securities purchasable upon the exercise or conversion of the securities underlying this Additional Investment Right
(“Underlying Common Stock”) shall be subject to adjustment from time to time upon the happening of any of the following. In case the Company shall (i) pay a dividend in shares of Common Stock or make a distribution in shares of
Common Stock to holders of its outstanding Common Stock, (ii) subdivide its outstanding shares of Common Stock into a greater number of shares, (iii) combine its outstanding shares of Common Stock into a smaller number of shares of Common Stock, or
(iv) issue any shares of its capital stock in a reclassification of the Common Stock, then the number of Underlying Common Stock purchasable upon exercise of the Additional Investment Right Warrants and conversion of the Additional Investment Right
Shares immediately prior thereto shall be adjusted so that the Holder shall be entitled to receive the kind and number of Underlying Common Stock or other securities of the Company which it would have owned or have been entitled to receive had such
Additional Investment Right Warrants and Additional Investment Right Shares been exercised or converted, as the case may be, in advance thereof. Upon each such adjustment of the kind and number of Underlying Common Stock or other securities of the
Company which are purchasable hereunder, the Holder shall thereafter be entitled to purchase or convert into the number of Underlying Common Stock or other securities resulting from such adjustment at an exercise price or conversion price or other
security obtained by multiplying such exercise or conversion price in effect immediately prior to such adjustment by the number of shares of Underlying Common Stock purchasable pursuant hereto immediately prior to such adjustment and dividing by the
number of shares of Underlying Common Stock or other securities of the Company that are purchasable pursuant hereto immediately after such adjustment. An adjustment made pursuant to this paragraph shall become effective immediately after the
effective date of such event retroactive to the record date, if any, for such event. 
  
 10. Reorganization, Reclassification, Merger, Consolidation or Disposition of Assets. In case the Company shall reorganize its capital, reclassify its capital stock, consolidate or merge with or into another
corporation (where the Company is not the surviving corporation or where there is a change in or distribution with respect to the Common Stock of the Company), or sell, transfer or otherwise dispose of its property, assets or business to another
corporation and, pursuant to the terms of such reorganization, reclassification, merger, consolidation or disposition of assets, shares of common stock of the successor or acquiring corporation, or any cash, shares of stock or other securities or
property of any nature whatsoever (including Additional Investment Rights or other subscription or purchase rights) in addition to or in lieu of common stock of the successor or acquiring corporation (“Other Property”), are to be
received by or distributed to the holders of Common Stock of the Company, then the Holder shall have the right thereafter to receive upon exercise of the Additional Investment Right Warrants or conversion of the Additional Investment Right Shares,
the number of shares of Common Stock of the successor or acquiring corporation or of the Company, if it is the surviving corporation, and Other Property receivable upon or as a result of such reorganization, reclassification, merger, consolidation
or disposition of assets by a Holder of the number of shares of Common Stock for which the Additional Investment Right Warrants are exercisable into and the Additional 

  

 5 








 
Investment Right Shares are convertible into immediately prior to such event. In case of any such reorganization, reclassification, merger, consolidation or
disposition of assets, the successor or acquiring corporation (if other than the Company) shall expressly assume the due and punctual observance and performance of each and every covenant and condition of this Additional Investment Right to be
performed and observed by the Company and all the obligations and liabilities hereunder, subject to such modifications as may be deemed appropriate (as determined in good faith by resolution of the Board of Directors of the Company) in order to
provide for adjustments of Additional Investment Right Shares and Additional Investment Right Warrants for which this Additional Investment Right is exercisable which shall be as nearly equivalent as practicable to the adjustments provided for in
this Section 12. For purposes of this Section 12, “common stock of the successor or acquiring corporation” shall include stock of such corporation of any class which is not preferred as to dividends or assets over any other class of stock
of such corporation and which is not subject to redemption and shall also include any evidences of indebtedness, shares of stock or other securities which are convertible into or exchangeable for any such stock, either immediately or upon the
arrival of a specified date or the happening of a specified event and any Additional Investment Rights or other rights to subscribe for or purchase any such stock. The foregoing provisions of this Section 12 shall similarly apply to successive
reorganizations, reclassifications, mergers, consolidations or disposition of assets. 
  
 11. Voluntary Adjustment by the Company. The Company may at any time during the term of this Additional Investment Right reduce the then current Exercise Price to any amount and for any period of time deemed
appropriate by the Board of Directors of the Company. 
  
 12.
Notice of Adjustment. Whenever the number of Additional Investment Right Shares and Additional Investment Right Warrant Shares or number or kind of securities or other property purchasable upon the exercise of this Additional Investment Right
or the Additional Investment Right Warrants or the Exercise Price is adjusted, as herein provided, the Company shall give notice thereof to the Holder, which notice shall state the number of Additional Investment Right Shares and other securities
issuable upon exercise of this Additional Investment Right (and other securities or property) purchasable upon the exercise of this Additional Investment Right and the Exercise Price of such Additional Investment Right Shares or other securities
issuable upon exercise of this Additional Investment Right (as applicable) after such adjustment, setting forth a brief statement of the facts requiring such adjustment and setting forth the computation by which such adjustment was made. 

 
 13. Notice of Corporate Action. If at any time: 
  
 (a) the Company shall take a record of the holders of its
Common Stock for the purpose of entitling them to receive a dividend or other distribution, or any right to subscribe for or purchase any evidences of its indebtedness, any shares of stock of any class or any other securities or property, or to
receive any other right, or 
  
 (b) there shall
be any capital reorganization of the Company, any reclassification or recapitalization of the capital stock of the Company or any consolidation or merger of the Company with, or any sale, transfer or other disposition of 

  

 6 








 
all or substantially all the property, assets or business of the Company to, another corporation or, 
  
 (c) there shall be a voluntary or involuntary dissolution,
liquidation or winding up of the Company; 
  
 then, in any one or more of such
cases, the Company shall give to Holder (i) at least 20 days’ prior written notice of the date on which a record date shall be selected for such dividend, distribution or right or for determining rights to vote in respect of any such
reorganization, reclassification, merger, consolidation, sale, transfer, disposition, liquidation or winding up, and (ii) in the case of any such reorganization, reclassification, merger, consolidation, sale, transfer, disposition, dissolution,
liquidation or winding up, at least 20 days’ prior written notice of the date when the same shall take place. Such notice in accordance with the foregoing clause also shall specify (i) the date on which any such record is to be taken for the
purpose of such dividend, distribution or right, the date on which the holders of Common Stock shall be entitled to any such dividend, distribution or right, and the amount and character thereof, and (ii) the date on which any such reorganization,
reclassification, merger, consolidation, sale, transfer, disposition, dissolution, liquidation or winding up is to take place and the time, if any such time is to be fixed, as of which the holders of Common Stock shall be entitled to exchange their
shares of Common Stock for securities or other property deliverable upon such disposition, dissolution, liquidation or winding up. Each such written notice shall be sufficiently given if addressed to Holder at the last address of Holder appearing on
the books of the Company and delivered in accordance with Section 15(d). 
  
 14. Authorized Shares. The Company covenants that during the period the Additional Investment Right is outstanding, it will reserve from its authorized and unissued Common Stock a sufficient number of shares to
provide for the issuance of the conversion of Additional Investment Right Shares and exercise of Additional Investment Right Warrants upon the exercise of any purchase rights under this Additional Investment Right and the Additional Investment Right
Warrants. The Company further covenants that its issuance of this Additional Investment Right shall constitute full authority to its officers who are charged with the duty of executing certificates to execute and issue the necessary certificates for
the Additional Investment Right Shares and the Additional Investment Right Warrants upon the exercise of the purchase rights under this Additional Investment Right. The Company will take all such reasonable action as may be necessary to assure that
such Additional Investment Right Shares and the Additional Investment Right Warrants (and, upon exercise of the Additional Investment Right Warrants, the Additional Investment Right Warrant Shares) may be issued as provided herein without violation
of any applicable law or regulation, or of any requirements of the Principal Market upon which the Common Stock may be listed. 
  
 Except and to the extent as waived or consented to by the Holder, the Company shall not by any action, including, without limitation, amending its
articles of incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of
this Additional Investment Right, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such actions as may be necessary or appropriate to protect the rights of Holder as set forth in this
Additional Investment Right against 

  

 7 








 
impairment. Without limiting the generality of the foregoing, the Company will (a) not increase the par value of any Additional Investment Right Shares and
Additional Investment Right Warrant Shares above the amount payable therefor upon such exercise immediately prior to such increase in par value, (b) take all such action as may be necessary or appropriate in order that the Company may validly and
legally issue fully paid and nonassessable Additional Investment Right Shares and Additional Investment Right Warrant Shares upon the exercise of this Additional Investment Right, and (c) use commercially reasonable efforts to obtain all such
authorizations, exemptions or consents from any public regulatory body having jurisdiction thereof as may be necessary to enable the Company to perform its obligations under this Additional Investment Right. 
  
 Before taking any action which would result in an adjustment in the number of
Additional Investment Right Shares and Additional Investment Right Warrant Shares for which this Additional Investment Right is exercisable or in the Exercise Price, the Company shall obtain all such authorizations or exemptions thereof, or consents
thereto, as may be necessary from any public regulatory body or bodies having jurisdiction thereof. 
  
 15. Miscellaneous. 
  
 (a) Jurisdiction. All questions concerning the construction, validity, enforcement and interpretation of this Additional Investment
Right shall be determined in accordance with the provisions of the Securities Purchase Agreement. 
  
 (b) Restrictions. The Holder acknowledges that the Additional Investment Right Shares and the Additional Investment Right Warrants
acquired upon the exercise of this Additional Investment Right, if not registered, will have restrictions upon resale imposed by state and federal securities laws. 
  
 (c) Nonwaiver and Expenses. No course of dealing or any delay or failure to exercise any right
hereunder on the part of Holder shall operate as a waiver of such right or otherwise prejudice Holder’s rights, powers or remedies, notwithstanding all rights hereunder terminate on the Termination Date. If the Company willfully and knowingly
fails to comply with any provision of this Additional Investment Right, which results in any material damages to the Holder, the Company shall pay to Holder such amounts as shall be sufficient to cover any costs and expenses including, but not
limited to, reasonable attorneys’ fees, including those of appellate proceedings, incurred by Holder in collecting any amounts due pursuant hereto or in otherwise enforcing any of its rights, powers or remedies hereunder. 
  
 (d) Notices. Any notice, request or other document
required or permitted to be given or delivered to the Holder by the Company shall be delivered in accordance with the notice provisions of the Securities Purchase Agreement. 
  
 (e) Limitation of Liability. No provision hereof, in the absence of any affirmative action by Holder
to exercise this Additional Investment Right or purchase Additional Investment Right Shares and Additional Investment Right Warrant Shares, and no enumeration herein of the rights or privileges of Holder, shall give rise to any 

  

 8 








 
liability of Holder for the purchase price of any Common Stock or as a stockholder of the Company, whether such liability is asserted by the Company or by
creditors of the Company. 
  
 (f)
Remedies. Holder, in addition to being entitled to exercise all rights granted by law, including recovery of damages, will be entitled to specific performance of its rights under this Additional Investment Right. The Company agrees that
monetary damages would not be adequate compensation for any loss incurred by reason of a breach by it of the provisions of this Additional Investment Right and hereby agrees to waive the defense in any action for specific performance that a remedy
at law would be adequate. 
  
 (g) Successors
and Assigns. Subject to applicable securities laws, this Additional Investment Right and the rights and obligations evidenced hereby shall inure to the benefit of and be binding upon the successors of the Company and the successors and permitted
assigns of Holder. The provisions of this Additional Investment Right are intended to be for the benefit of all Holders from time to time of this Additional Investment Right and shall be enforceable by any such Holder or holder of Additional
Investment Right Shares and Additional Investment Right Warrants. 
  
 (h) Amendment. This Additional Investment Right may be modified or amended or the provisions hereof waived with the written consent of the Company and the Holder. 
  
 (i) Severability. Wherever possible, each provision
of this Additional Investment Right shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Additional Investment Right shall be prohibited by or invalid under applicable law, such
provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provisions or the remaining provisions of this Additional Investment Right. 
  
 (j) Headings. The headings used in this Additional
Investment Right are for the convenience of reference only and shall not, for any purpose, be deemed a part of this Additional Investment Right. 
  
 ******************** 
  

 9 








 IN WITNESS WHEREOF, the Company has caused this Additional Investment Right to be executed by its officer
thereunto duly authorized. 
  
 Dated:
                    , 2004 
  

			
	I2 TELECOM INTERNATIONAL, INC.
		
	By:	 	 
	 Name:
	 	Paul R. Arena
	 Title:
	 	Chief Executive Officer


  

 10 








 NOTICE OF EXERCISE 
  

	To:	i2 Telecom International, Inc. 

  
 (1) The undersigned hereby elects to purchase ________ Additional Investment Right Shares and/or _______ Additional Investment Right Warrants of the
Company pursuant to the terms of the attached Additional Investment Right (only if exercised in full), and tenders herewith payment of the exercise price in full, together with all applicable transfer taxes, if any. 
  
 (2) Please issue a certificate or certificates representing said Additional
Investment Right Shares and the Additional Investment Right Warrants in the name of the undersigned or in such other name as is specified below: 
  
 ______________________________________ 
  
 The Additional Investment Right Shares and Additional Investment Right Warrants shall be delivered to the following: 
  
 ______________________________________ 
  
 ______________________________________ 
  
 ______________________________________ 
  
 (4) Accredited Investor. The undersigned is an “accredited
investor” as defined in Regulation D under the Securities Act of 1933, as amended. 
  

			
	 [BUYER]

		
	By:	 	 
	 Name:
	 	 
	 Title:
	 	 
		
	 Dated:
	 	 


  









 ASSIGNMENT FORM 
  
 (To assign the foregoing Additional Investment Right, execute 
 this form and supply required information. 
 Do not use this form to exercise the
Additional Investment Right.) 
  
 FOR VALUE RECEIVED, the
foregoing Additional Investment Right and all rights evidenced thereby are hereby assigned to 
  
                                       
                                        
                                        
                   whose address is 
  
 ____________________________________________________________________________________. 
  
 ____________________________________________________________________________________ 
  

							
	 	 	 Dated:                     ,           
 
	 	 
			
	Holder’s Signature: 	 	 	 	 
			
	Holder’s Address: 	 	 	 	 
			
	 	 	 	 	 

  
 Signature Guaranteed:
                                        
                                        
                     
  
 NOTE: The signature to this Assignment Form must correspond with the name as it appears on the face of the Additional Investment Right, without alteration or enlargement
or any change whatsoever, and must be guaranteed by a bank or trust company. Officers of corporations and those acting in a fiduciary or other representative capacity should file proper evidence of authority to assign the foregoing Additional
Investment Right.