Form of Warrant issued by i2 Telecom



 EXHIBIT 4.4 
  

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY APPLICABLE STATE SECURITIES LAWS,
AND MAY NOT BE SOLD OR OFFERED FOR SALE OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT SUCH
REGISTRATION IS NOT REQUIRED. 
  
 WARRANT 
  
 TO PURCHASE
                     SHARES OF COMMON STOCK OF 
  
 i2 TELECOM INTERNATIONAL, INC. 
  

			
	No.                     	  	February     , 2004

  
 THIS CERTIFIES
THAT, for value received,                      or (subject to the restrictions on transfer contained herein and in the Registration Rights
Agreement) its registered assigns (the “Holder”) is entitled to purchase from i2 Telecom International, Inc., a Delaware corporation (the “Company”), at any time or from time to time after 9:00 a.m., Atlanta,
Georgia time, on the date hereof and prior to 5:00 p.m., Atlanta, Georgia time, on the date which is three years from the date hereof (the “Expiration Date”), at the place where the Warrant Agency (as hereinafter defined) is
located, at the Exercise Price (as hereinafter defined), the number of shares of common stock, $0.01 par value per share (the “Common Stock”), of the Company specified above, all subject to adjustment and upon the terms and
conditions as hereinafter provided. 
  
 Capitalized terms used and
not otherwise defined in this Warrant shall have the meanings set forth in Article VI hereof. 
  
 ARTICLE I 
  
 EXERCISE OF
WARRANTS 
  
 1.1. Method of Exercise. To exercise this
Warrant in whole or in part, the Holder shall deliver to the Company at the Warrant Agency: (a) this Warrant; (b) a written notice, substantially in the form of the subscription notice attached hereto as Annex 1, of such Holder’s
election to exercise this Warrant, which notice shall specify the number of shares of Common Stock to be purchased, the denominations of the share certificate or certificates desired and the name or names of the Eligible Holder(s) in which such
certificates are to be registered; and (c) payment of the Exercise Price with respect to such shares of Common Stock. Such payment may be made, at the option of the Holder, by certified or bank cashier’s check or wire transfer. 
  
 The Company shall, as promptly as practicable and in any event within five
(5) Business Days thereafter, execute and deliver or cause to be executed and delivered, in accordance with such subscription notice, a certificate or certificates representing the aggregate number of shares of Common Stock specified in said notice.
The share certificate or certificates so delivered shall be in such denominations as may be specified in such notice (or, if such notice shall not specify denominations, one 

  









 
certificate shall be issued) and shall be issued in the name of the Holder or such other name or names of Eligible Holder(s) as shall be designated in such
notice. Such certificate or certificates shall be deemed to have been issued, and such Holder or any other person so designated to be named therein shall be deemed for all purposes to have become holders of record of such shares, as of the date the
aforementioned notice is received by the Company. If this Warrant shall have been exercised only in part, the Company shall, at the time of delivery of the certificate or certificates, deliver to the Holder a new Warrant evidencing the right to
purchase the remaining shares of Common Stock called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant. The Company shall pay all expenses payable in connection with the preparation, issuance and
delivery of share certificates and new Warrants as contemplated by Section 2.6 below (other than transfer or similar taxes in connection with the transfer of securities), except that, if share certificates or new Warrants shall be registered in a
name or names other than the name of the Holder, funds sufficient to pay all transfer taxes payable as a result of such transfer shall be paid by the Holder at the time of delivering the aforementioned notice or promptly upon receipt of a written
request of the Company for payment. 
  
 If this Warrant shall be
surrendered for exercise within any period during which the transfer books for shares of the Common Stock of the Company or other securities purchasable upon the exercise of this Warrant are closed for any purpose, the Company shall not be required
to make delivery of certificates for the securities purchasable upon such exercise until the date of the reopening of said transfer books. 
  
 1.2. Shares To Be Fully Paid and Nonassessable. All shares of Common Stock issued upon the exercise of this Warrant shall be validly issued, fully
paid and nonassessable. 
  
 1.3. No Fractional Shares To Be
Issued. The Company shall not be required to issue fractions of shares of Common Stock upon exercise of this Warrant. The Holder may only elect to exercise this Warrant with respect to a whole number of shares of Common Stock. 
  
 1.4. Securities Laws; Share Legend. The Holder, by acceptance of this
Warrant, agrees that this Warrant and all shares of Common Stock issuable upon exercise of this Warrant will be disposed of only in accordance with the Securities Act of 1933, as amended (the “Securities Act”), and the rules and
regulations of the Securities and Exchange Commission (the “Commission”) promulgated thereunder. In addition to any other legend which the Company may deem advisable under the Securities Act and applicable state securities laws, all
certificates representing shares of Common Stock (as well as any other securities issued hereunder in respect of any such shares) issued upon exercise of this Warrant shall be endorsed as follows: 
  
 THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD OR OFFERED FOR SALE OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID ACT AND ANY APPLICABLE
STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT SUCH REGISTRATION IS NOT REQUIRED. 
  
 Any certificate issued at any time in exchange or substitution for any certificate bearing such legend (except a new certificate issued upon completion of
a public distribution pursuant to a registration statement under the Securities Act) shall also bear such legend unless, in the opinion of counsel (in form and substance reasonably satisfactory to the Company) selected by the Holder of such
certificate and reasonably acceptable to the Company, the securities represented thereby need no longer be subject to restrictions on resale under the Securities Act. 
  

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 ARTICLE II 
  

WARRANT AGENCY; TRANSFER, EXCHANGE AND 
 REPLACEMENT OF WARRANT 
  
 2.1. Warrant
Agency. Until such time, if any, as an independent agency shall be appointed by the Company to perform services described herein with respect to this Warrant (the “Warrant Agency”), the Company shall perform the obligations of
the Warrant Agency provided herein at its principal office address or such other address as the Company shall specify by prior written notice to the Holder. 
  
 2.2. Ownership of Warrant. The Company may deem and treat the person in whose name this Warrant is registered as the holder and owner hereof
(notwithstanding any notations of ownership or writing hereon made by any person other than the Company) for all purposes and shall not be affected by any notice to the contrary, until presentation of this Warrant for registration of transfer as
provided in this Article II. 
  
 2.3. Transfer of Warrant.
This Warrant may only be transferred to a purchaser subject to and in accordance with this Section 2.3, and any attempted transfer which is not in accordance with this Section 2.3 shall be null and void and the transferee shall not be entitled to
exercise any of the rights of the holder of this Warrant. The Company agrees to maintain at the Warrant Agency books for the registration of such transfers of Warrants, and transfer of this Warrant and all rights hereunder shall be registered, in
whole or in part, on such books, upon surrender of this Warrant at the Warrant Agency in accordance with this Section 2.3, together with a written assignment of this Warrant, substantially in the form of the assignment attached hereto as Annex
2, duly executed by the Holder or its duly authorized agent or attorney-in-fact, with signatures guaranteed by a bank or trust company or a broker or dealer registered with the NASD, and funds sufficient to pay any transfer taxes payable upon
such transfer. Upon surrender of this Warrant in accordance with this Section 2.3, the Company (subject to being satisfied that such transfer is in compliance with Section 1.4) shall execute and deliver a new Warrant or Warrants of like tenor and
representing in the aggregate the right to purchase the same number of shares of Common Stock in the name of the assignee or assignees and in the denominations specified in the instrument of assignment, and this Warrant shall promptly be canceled.
Notwithstanding the foregoing, a Warrant may be exercised by a new holder without having a new Warrant issued. The Company shall not be required to pay any Federal or state transfer tax or charge that may be payable in respect of any transfer of
this Warrant or the issuance or delivery of certificates for Common Stock in a name other than that of the registered holder of this Warrant. 
  
 2.4. Division or Combination of Warrants. This Warrant may be divided or combined with other Warrants, in connection with the partial exercise of
this Warrant, upon surrender hereof and of any Warrant or Warrants with which this Warrant is to be combined at the Warrant Agency, together with a written notice specifying the names and denominations in which the new Warrant or Warrants are to be
issued, signed by the holders hereof and thereof or their respective duly authorized agents or attorneys-in-fact. Subject to compliance with Section 2.3 as to any transfer which may be involved in the division or combination, the Company shall
execute and deliver a new Warrant or Warrants in exchange for the Warrant or Warrants to be divided or combined in accordance with such notice. 
  
 2.5. Loss, Theft, Destruction of Warrant Certificates. Upon receipt by the Company of evidence reasonably satisfactory to the Company of the loss,
theft, destruction or mutilation of this Warrant and, in the case of any such loss, theft or destruction, upon receipt of indemnity or security (in customary form) reasonably satisfactory to the Company, or, in the case of any such mutilation, upon
surrender and cancellation of such Warrant and upon reimbursement of the Company’s reasonable incidental expenses, the Company will make and deliver, in lieu of such lost, stolen, destroyed or 

  

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mutilated Warrant, a new Warrant of like tenor and representing the right to purchase the same aggregate number of shares of Common Stock. 
  
 2.6. Expenses of Delivery of Warrants. Except as otherwise expressly
provided herein, the Company shall pay all expenses (other than transfer taxes as described in Section 2.3) and other charges payable in connection with the preparation, issuance and delivery of Warrants hereunder and shares of Common Stock upon the
exercise hereof. 
  
 ARTICLE III 
  
 ADJUSTMENT PROVISIONS 
  
 3.1. Adjustments Generally. The Exercise Price and the number of
shares of Common Stock (or other securities or property) issuable upon exercise of this Warrant shall be subject to adjustment from time to time upon the occurrence of certain events, as provided in this Article III. 
  
 3.2. Common Share Reorganization and Stock Dividend Payments. If the
Company, at any time this Warrant is outstanding, (a) shall subdivide its outstanding shares of Common Stock into a greater number of shares or consolidate its outstanding shares of Common Stock into a smaller number of shares (any such event being
called a “Common Share Reorganization”), or (b) pay a stock dividend (except dividends paid on preferred stock which the Company is required or permitted to pay pursuant to the certificate of designations thereof) or otherwise make
a distribution or distributions on shares of its Common Stock or on any other class of capital stock payable in shares of Common Stock (any such event being called a “Stock Dividend Payment”), then (i) the Exercise Price shall be
adjusted, effective immediately after the record date at which the holders of shares of Common Stock are determined for purposes of a Common Share Reorganization or at which the holders of shares of Common Stock or any other class of capital stock
are determined for purposes of a Stock Dividend Payment, as the case may be, to a price determined by multiplying the Exercise Price in effect immediately prior to such record date by a fraction, the numerator of which shall be the number of shares
of Common Stock outstanding on such record date before giving effect to such Common Share Reorganization or Stock Dividend Payment, as the case may be, and the denominator of which shall be the number of shares of Common Stock outstanding after
giving effect to such Common Share Reorganization or Stock Dividend Payment, as the case may be, and (ii) the number of shares of Common Stock subject to purchase upon exercise of this Warrant shall be adjusted, effective at such time, to a number
determined by multiplying the number of shares of Common Stock subject to purchase immediately before such Common Share Reorganization or Stock Dividend Payment, as the case may be, by a fraction, the numerator of which shall be the number of shares
outstanding after giving effect to such Common Share Reorganization or Stock Dividend Payment, as the case may be, and the denominator of which shall be the number of shares of Common Stock outstanding immediately before such Common Share
Reorganization or Stock Dividend Payment, as the case may be. 
  
 3.3. Capital Reorganization. If, at any time this Warrant is outstanding, there shall be any consolidation or merger to which the Company is a party, other than a consolidation or a merger in which the Company is a continuing
corporation and which does not result in any reclassification of, or change (other than a Common Share Reorganization, Stock Dividend Payment or a change in par value) in, outstanding shares of Common Stock, or any sale or conveyance of the property
of the Company as an entirety or substantially as an entirety (any such event being called a “Capital Reorganization”), then, effective upon the effective date of such Capital Reorganization, the Holder shall have the right to
purchase, upon exercise of this Warrant, the kind of shares of stock and other securities and property (including cash) which the holders of other warrants to purchase Common Stock outstanding as of such effective date are entitled to receive in
connection with such Capital Reorganization at the same 

  

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conversion or exchange ratio applicable to such other warrants. The provisions of this Section 3.3 shall similarly apply to successive Capital
Reorganizations. 
  
 3.4. Adjustment Rules. Any adjustments
pursuant to this Article III shall be made successively whenever an event referred to herein shall occur. If the Company shall set a record date to determine the holders of shares of Common Stock or any other class of capital stock, as the case may
be, for purposes of a Common Share Reorganization, Stock Dividend Payment or Capital Reorganization and shall legally abandon such action prior to effecting such action, then no adjustment shall be made pursuant to this Article III in respect of
such action. 
  
 3.5. Notice of Adjustments. After the
record date or effective date, as the case may be, of any Common Share Reorganization, Stock Dividend Payment or Capital Reorganization, the Company shall promptly give notice to the Holder of such event, describing such event in reasonable detail
and specifying the record date or effective date, as the case may be, and, if determinable, the required adjustment and the computation thereof. If the required adjustment is not determinable at the time of such notice, the Company shall give notice
to the Holder of such adjustment and computation promptly after such adjustment becomes determinable. 
  
 3.6. Adjustment by Board of Directors. If any event occurs as to which, in the opinion of the Board of Directors of the Company, the provisions of
this Article III are not strictly applicable or if strictly applicable would not fairly protect the rights of the holder of this Warrant in accordance with the essential intent and principles of such provisions, then the Board of Directors of the
Company may make, in its discretion, an adjustment in the application of such provisions, in accordance with such essential intent and principles, so as to protect such rights as aforesaid, but in no event shall any adjustment have the effect of
increasing the Exercise Price or decreasing the number of shares of Common Stock into which the Warrant is exercisable as otherwise determined pursuant to any of the provisions of this Article III except in the case of a combination of shares of a
type contemplated in Section 3.2 and then in no event to an amount larger than the Exercise Price as adjusted pursuant to Section 3.2. 
  
 ARTICLE IV 
  
 CALL OPTION 
  
 4.1. Company Right to Purchase. The Holder hereby grants to the Company the right to purchase this Warrant (in whole only and not in part) for cash (the “Call Option”) at a purchase price equal to the product of
$0.01 multiplied by the number of shares of Common Stock for which this Warrant is then exercisable (the “Call Price”); provided, however, that the Call Option shall only be exercisable (i) if the Common Stock is
listed on or quoted by any securities exchange or quotation system, including, without limitation, the over-the-counter bulletin board or the “pink sheets”, and (ii) if the per share price of the Common Stock for twenty (20) consecutive
trading days is bid at a 100% premium to the then current Exercise Price. Notwithstanding the foregoing, the Company may not exercise its Call Option during the period from the date hereof until the one year anniversary from the date hereof unless a
registration statement permitting the resale of the shares of Common Stock issuable upon exercise of this Warrant has been declared effective by the Commission. 
  

4.2 Notice to Holder. If the Company elects to exercise its Call Option pursuant to this Article IV, then at least fifteen (15) Business Days
but not more than sixty (60) Business Days before the Call Date, the Company shall mail or cause to be mailed a redemption notice (the “Notice”) by first-class mail to Holder at Holder’s address as it appears on the books
maintained by the Warrant Agency. The Notice shall state: (i) the Call Date; (ii) the Call Price; (iii) the then current Exercise Price; (iv) that this Warrant must be presented and surrendered to the Warrant Agency to collect the Call Price; (v)
that this 

  

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Warrant may be exercised at any time before the close of business on the fifth (5th) Business Day immediately preceding the Call Date (the “Exercise Termination Date”); (vi) that, if the Holder wishes to exercise this
Warrant, the Holder must satisfy the requirements of Article I hereof prior to the Exercise Termination Date; and (vii) that, unless the Company defaults in making the payment of the Call Price, the only remaining right of Holder after the Exercise
Termination Date shall be to receive payment of the Call Price upon presentation and surrender of this Warrant to the Warrant Agency. 
  
 4.3 Payment upon Surrender of Warrant. If the Company elects to exercise its Call Option pursuant to this Article IV, and the Holder does not
exercise this Warrant prior to the Exercise Termination Date, then the Company shall pay the Call Price to the Holder in accordance with the Notice upon presentation and surrender by the Holder of this Warrant to the Warrant Agency. 
  
 ARTICLE V 
  
 REPRESENTATIONS AND WARRANTIES 
  
 5.1 Representations and Warranties of Holder. The Holder represents and warrants to the Company as follows:

  
 (a) Purchase for Own Account. This
Warrant and the shares of Common Stock to be acquired upon exercise of this Warrant by the Holder will be acquired for investment for the Holder’s account, not as a nominee or agent, and not with a view to the public resale or distribution
within the meaning of the Securities Act, and the Holder has no present intention of selling, granting any participation in, or otherwise distributing the same. If not an individual, the Holder also represents that the Holder has not been formed for
the specific purpose of acquiring this Warrant or the shares of Common Stock to be acquired upon exercise of this Warrant. 
  
 (b) Disclosure of Information. The Holder has received or has had full access to all the information it considers necessary or
appropriate to make an informed investment decision with respect to the acquisition of this Warrant and the underlying shares of Common Stock. The Holder further has had an opportunity to ask questions and receive answers from the Company regarding
the terms and conditions to the offering of this Warrant and its underlying shares of Common Stock and to obtain additional information (to the extent the Company possessed such information or could acquire it without unreasonable effort or expense)
necessary to verify any information furnished to the Holder or to which the Holder has access. 
  
 (c) Investment Experience. The Holder understands that the purchase of this Warrant and its underlying shares of Common Stock
involves substantial risk. The Holder: (i) has experience as an investor in securities and acknowledges that the Holder is able to fend for itself, can bear the economic risk of such Holder’s investment in this Warrant and its underlying shares
of Common Stock and has such knowledge and experience in financial or business matters that the Holder is capable of evaluating the merits and risks of its investment in this Warrant and its underlying shares of Common Stock and/or (ii) has a
preexisting personal or business relationship with the Company and certain of its officers, directors or controlling persons of a nature and duration that enables the Holder to be aware of the character, business acumen and financial circumstances
of such persons. 
  
 (d) Accredited Investor
Status. The Holder is an “accredited investor” within the meaning of Regulation D promulgated under the Securities Act. 
  

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 ARTICLE VI 
  

DEFINITIONS 
  
 The following terms, as used in this Warrant, have the following respective meanings: 
  
 “Business Days” means each day in which banking institutions in Atlanta, Georgia are not required or
authorized by law or executive order to close. 
  
 “Call
Date” means the Business Day fixed by the Company upon which this Warrant shall be called in accordance with Article IV. 
  
 “Call Option” has the meaning set forth in Section 4.1. 
  
 “Call Price” has the meaning set forth in Section 4.1. 
  
 “Capital Reorganization” has the meaning set forth in
Section 3.3. 
  
 “Commission” has the meaning set
forth in Section 1.4. 
  
 “Common Share
Reorganization” has the meaning set forth in Section 3.2. 
  
 “Common Stock” has the meaning set forth in the first paragraph of this Warrant. 
  
 “Company” has the meaning set forth in the first paragraph of this Warrant. 
  
 “Eligible Holder” means the Holder and any permitted transferee of the Holder pursuant to and in accordance
with this Warrant. 
  
 “Exercise Price” means US
$6.00 per share of Common Stock from the date hereof until the date which is twenty-four months from the date hereof and US $8.00 per share of Common Stock during the twelve months prior to the Expiration Date. 
  
 “Exercise Termination Date” has the meaning set forth in
Section 4.2. 
  
 “Expiration Date” has the
meaning set forth in the first paragraph of this Warrant. 
  
 “Holder” has the meaning set forth in the first paragraph of this Warrant. 
  
 “NASD” means The National Association of Securities Dealers, Inc. 
  
 “Notice” has the meaning set forth in Section 4.2. 
  
 “Registration Rights Agreement” means that certain
Registration Rights Agreement by and among the Company and the purchasers of the Warrants entered into in connection with the Company’s February 2004 private equity financing. 
  
 “Securities Act” means the Securities Act of 1933, as amended, and any successor Federal statute, and the
rules and regulations of the Securities and Exchange Commission (or its successor) thereunder, all as the same shall be in effect from time to time. 
  
 “Stock Dividend Payment” has the meaning set forth in Section 3.2. 
  

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 “Warrant Agency” has the meaning set forth in Section 2.1. 
  
 “Warrants” means this Warrant and all other Warrants of like
tenor issued by the Company in connection with its February 2004 private equity financing. 
  
 ARTICLE VII 
  
 MISCELLANEOUS 
  
 7.1. Governing Law. This
Warrant shall be governed in all respects by the laws of the State of Florida, without reference to its conflicts of law principles. 
  
 7.2. Covenants To Bind Successor and Assigns. All covenants, stipulations, promises and agreements contained in this Warrant by or on behalf of the
Company shall bind its successors and assigns, whether or not so expressed. 
  
 7.3. Entire Agreement. This Warrant constitutes the full and entire understanding and agreement between the parties with regard to the subject matter hereof and no party shall be liable or bound to any other
party in any manner by any warranties, representations, or covenant except as specifically set forth herein or therein. 
  
 7.4. Waivers and Amendments. No failure or delay of the Holder in exercising any power or right hereunder shall operate as a waiver thereof, nor
shall any single or partial exercise of such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and
remedies of the Holder are cumulative and not exclusive of any rights or remedies which it would otherwise have. The provisions of this Warrant may be amended, modified or waived with (and only with) the written consent of the Company and the
Holders of a majority in interest of the Warrants then outstanding; provided, however, that no such amendment, modification or waiver shall, without the written consent of the Holders of any Warrant, (a) change the number of shares of
Common Stock subject to purchase upon exercise of such Warrant, the Exercise Price or provisions for payment thereof or (b) amend, modify or waive the provisions of Section 7.4 or Article III of such Warrant. 
  
 Any such amendment, modification or waiver effected pursuant to this Section
shall be binding upon the Holders of all Warrants and upon the Company, except as provided in the proviso to the last sentence of the preceding paragraph. In the event of any such amendment, modification or waiver the Company shall give prompt
notice thereof to all holders of Warrants and, if appropriate, notation thereof shall be made on all Warrants thereafter surrendered for registration of transfer or exchange. 
  
 7.5. Notices. All notices or other communications required or permitted hereunder shall be in writing and shall be
mailed by express, registered or certified mail, postage prepaid, return receipt requested, sent by telecopy, or by courier service guaranteeing overnight delivery with charges prepaid, or otherwise delivered by hand or by messenger, and shall be
conclusively deemed to have been received by a party hereto and to be effective on the day on which delivered or telecopied to such party at its address set forth below (or at such other address as such party shall specify to the other parties
hereto in writing), or, if sent by registered or certified mail, on the third business day after the day on which mailed, addressed to such party at such address. 
  
 In the case of the Holder, such notices and communications shall be addressed to its address set forth under its signature
below, which shall be the address shown on the books maintained by the Warrant Agency, until the Holder shall notify the Company and the Warrant Agency in writing that notices and 

  

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communications should be sent to a different address, in which case such notices and communications shall be sent to the address specified by the Holder. In
the case of the Company, such notices and communications shall be addressed as follows: Attention: Chief Executive Officer, i2 Telecom International, Inc., 301 Yamato Road, Suite 2112, Boca Raton, Florida 33431. 
  
 7.6. Survival of Agreements; Representations and Warranties, etc. All
warranties, representations and covenants made by the Company herein shall be considered to have been relied upon by the Holder and shall survive the issuance and delivery of the Warrant, regardless of any investigation made by the Holder, and shall
continue in full force and effect so long as this Warrant is outstanding. 
  
 7.7. Severability. In case any one or more of the provisions contained in this Warrant shall be held to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the
remaining provisions contained herein shall not in any way be affected or impaired thereby. The parties shall endeavor in good faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect
of which comes as close as possible to that of the invalid, illegal or unenforceable provisions. 
  
 7.8. Section Headings. The section headings used herein are for convenience of reference only, do not constitute a part of this Warrant and shall
not affect the construction of or be taken into consideration in interpreting this Warrant. 
  
 7.9. No Rights as Stockholder; No Limitations on Company Action. This Warrant shall not entitle the Holder to any rights as a stockholder of the Company. No provision of this Warrant and no right or option
granted or conferred hereunder shall in any way limit, affect or abridge the exercise by the Company of any of its corporate rights or powers to recapitalize, amend its certificate of incorporation, reorganize, consolidate or merge with or into
another corporation or to transfer all or any part of its property or assets, or the exercise of any other of its corporate rights or powers. 
  

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 IN WITNESS WHEREOF, the Company and the Holder have caused this Warrant to be executed by their
duly authorized representatives as of the date first set forth above. 
  

			
	i2 TELECOM INTERNATIONAL, INC.
		
	By:	 	 
	 Name:
	 	Paul R. Arena
	 Title:
	 	Chief Executive Officer



			
	
	HOLDER
		
	 Print Name of Holder: 
	 	 



			
	Signature of Holder or Authorized
	 Representative of Holder: 
	 	 



			
	
	Title of Authorized Representative
	 of Holder:
	 	 
		
	 Address:
	 	 
	 	 	 
	 	 	 
	 	 	 
	 Facsimile No.: 
	 	 


  









 Annex 1 
  
 SUBSCRIPTION NOTICE 
  
 Dated:                       

 
 The undersigned hereby irrevocably elects to exercise the right of
purchase evidenced by the attached Warrant for, and to purchase thereunder,                      shares of Common Stock of i2 Telecom
International, Inc. as provided for therein. The undersigned tenders herewith payment of the Exercise Price (as defined in the attached Warrant) for such shares in the form of cash, money order, certified or bank cashier’s check or wire
transfer. 
  
 Instructions for Registration of Common Stock

  
 Please issue a certificate or certificates for such shares
of Common Stock in the following name or names and denominations: 
  

			
		
	 Name: 
	 	 
	 	 	 (Please typewrite or print in block letters.)



			
		
	 Address: 
	 	 


			
		
	 Denomination: 
	 	 

  
 Representations and
Warranties 
  
 In connection with the exercise of the attached
Warrant, the undersigned hereby represents and warrants that: 
  
 (i) it recognizes that the shares of Common Stock issuable pursuant to the attached Warrant have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or any applicable state securities laws, and
may not transferred, sold, or offered for sale unless registered pursuant to the Securities Act and all applicable state securities laws or unless an exemption from such registration in available and the Company has received an opinion to that
effect from counsel reasonably satisfactory to the Company; 
  
 (ii) it recognizes that the shares of Common Stock issuable pursuant to the attached Warrant are subject to, and are transferable only upon compliance with, the provisions of the Warrant; 
  
 (iii) the undersigned is an “accredited investor” as that term is
defined in Rule 501 of Regulation D promulgated under the Securities Act; and 
  









 (iv) it is purchasing the shares of Common Stock for investment and not with a view to resale or
distribution or any present intention to resell or distribute, except in compliance with the Securities Act and all applicable state securities laws. 
  
 Issuance of New Warrant 
  
 If said number of shares shall not be all the shares issuable upon exercise of the attached Warrant, a new Warrant is to be issued in the name of the
undersigned for the balance remaining of such shares less any fraction of a share paid in cash. 
  

			
		
	 Signature: 
	 	 
	 	 	 Note: The above signature should correspond exactly with the name on the face of the attached Warrant or with the name of the assignee
appearing in the assignment form below.


  

 Page 2 of Annex 1 








 Annex 2 
  
 Assignment 
  
 For value received, the undersigned hereby sells, assigns and transfers unto: 
  

			
		
	 Name: 
	 	 
	 	 	 (Please type or print in block letters)



			
		
	 Address: 
	 	 

  
 the right to purchase Common Stock (as
defined in the attached Warrant) represented by the attached Warrant to the extent of                      shares as to which such right is
exercisable and does hereby irrevocably constitute and appoint
                                       
                                        
                                        
         , attorney-in-fact, to transfer said Warrant on the books of i2 Telecom International, Inc., with full power of substitution in the premises. 
  

			
		
	 Dated: 
	 	 


			
		
	 Signature: 
	 	 
	 	 	 Note:           The above signature should correspond exactly with the name on the
face of the attached Warrant.