SUBSCRIPTION AGREEMENT FOR SERIES F CONVERTIBLE PREFERRED STOCK AND WARRANTS

The undersigned subscriber (“ Subscriber ”) hereby tenders this Subscription Agreement (this “ Agreement ” or (“ Subscription Agreement ”) in accordance with and subject to the terms and conditions set forth herein:

1.            Subscription .

1.1           Subscriber hereby subscribes for and agrees to purchase from i2 Telecom International, Inc., a Washington corporation (the “ Company ”), ______ shares (the “ Shares ”) of Series F Convertible Preferred Stock, no par value per share (the “ Series F Preferred Stock ”), of the Company, at a purchase price of $1,000 per Share.  For each Share purchased by Subscriber, the Company will issue to Subscriber, for no additional consideration, a warrant to purchase ___________ shares (which shares have been adjusted to reflect the 1:10 reverse stock split effectuated by the Company) of common stock, no par value, of the Company (the “ Common Stock ”), which Warrant will be in substantially the form of Exhibit A attached hereto (the “ Warrants ”).  The rights and preferences of the Series F Preferred Stock are set forth in the Amended Certificate of Designations of Rights and Preferences of Preferred Stock Series F of the Company, a copy of which is attached hereto as Exhibit B (the “ Articles of Incorporation ”).

1.2           This Agreement is part of an offering of up to $8,000,000 of Series F Preferred Stock and Warrants being conducted by the Company (the “ Offering ”).  In addition, the Company may engage one or more placement agents to assist the Company in selling the Series F Preferred Stock and Warrants in the Offering, in which event, the Company may compensate any such placement agents in cash (not to exceed seven percent (7%)) of the dollar amount placed by such placement agent in the Offering and warrants to purchase up to seven percent (7%) of the Series F Preferred Stock and Warrants placed by such placement agent in the Offering.

1.3           Subscriber understands that it will not earn interest on any funds held by the Company prior to the date of closing of the Offering.  The initial closing of the Offering (the “ Initial Closing ”) was on April 27, 2009 (the “ Initial Closing Date ”).  The Company may hold additional interim closings after the Initial Closing provided that the terms of the Offering are the same for each closing.  Any such interim closings are each hereinafter referred to as an “ Additional Closing ” and shall occur on one or more dates each hereinafter referred to as an “ Additional Closing Date .”  The Initial Closing Date and the Additional Closing Dates are each hereinafter sometimes referred to as a “ Closing Date .”  The last Closing is sometimes referred to herein as the “ Final Closing .”  The Company held an Additional Closing on June 5, 2009.  Upon receipt by the Company of the requisite payment for all shares of Series F Preferred Stock to be purchased by the subscribers whose subscriptions are accepted at the Initial Closing or any Additional Closing, as applicable, and subject to the satisfaction of certain conditions, the Series F Preferred Stock and Warrants so purchased will be issued in the name of each such subscriber, and the name of such subscriber will be registered on the stock transfer books of the Company as the record owner of such shares of Series F Preferred Stock and Warrants.  The Company will promptly thereafter issue to each subscriber participating in such closing a stock certificate for the shares of Series F Preferred Stock so purchased as well as a Warrant for the corresponding number of Warrants allocable to such holder.

1.4           Subscriber hereby agrees to be bound hereby upon (i) execution and delivery to the Company of the signature page to this Agreement and (ii) written acceptance on the Initial Closing Date or an Additional Closing Date, as the case may be, by the Company of Subscriber’s subscription, which shall be confirmed by faxing to the Subscriber the signature page to this Agreement that has been executed by the Company (the “ Subscription ”).

2.            Offering Material .

2.1           Subscriber represents and warrants that it is in receipt of and that it has carefully read the following items:

(a)           The Company’s Form 10-K for the period ended December 31, 2008 (the “ Form 10-K ”); and

(b)           All other documents filed by the Company with the Securities and Exchange Commission (the “ Commission ”) subsequent to the Company’s Form 10-K and prior to the date of this Agreement.

The documents listed in this Section 2.1 shall be referred to herein as the “Disclosure Documents . ”

3.            Conditions to Subscriber’s Obligations .

3.1           The obligation of Subscriber to purchase the Shares and Warrants contemplated by this Agreement (the “ Transaction ”) is subject to the satisfaction on or prior to the Closing Date of such purchase of the following conditions set forth in Sections 3.2 through 3.6 hereof.

3.2           The Company shall have executed this Agreement.

3.3           The Board of Directors of the Company shall have adopted resolutions approving the Transaction.

3.4           Subscriber shall have received copies of all documents and information which it may have reasonably requested in connection with the Offering.

3.5           No stop order or suspension of trading shall have been imposed by the American Stock  Exchange, the Securities and Exchange Commission (the “ SEC ”), or any other governmental regulatory body with respect to public trading in Preferred Shares of the Company.

3.6           The representations and warranties of the Company shall be true and correct on and as of the Closing Date as though made on and as of such date; and Subscriber shall have received on the Closing Date a certificate to this effect executed by the Chief Executive Officer of the Company.

4.            Representations and Warranties; Covenants; Survival .

4.1           The Company represents and warrants to Subscriber that, at the date of this Agreement and at the Closing of the purchase of the Shares and Warrant by Subscriber (the “ Subscriber Closing ”):

(a)           The Company has the full power and authority to execute and deliver this Agreement and to perform its obligations hereunder.  This Agreement constitutes the valid and legally binding obligation of the Company, enforceable in accordance with its terms.  The Company need not give any notice to, make any filings with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate the transactions contemplated by this Agreement.

(b)           The Company and each of its subsidiaries are corporations duly organized, validly existing and in good standing under the laws of their states of incorporation, with all requisite corporate power and authority to carry on the business in which they are engaged and to own the properties they own, and the Company has all requisite power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby.  The Company and each of its subsidiaries are duly qualified and licensed to do business and are in good standing in all jurisdictions where the nature of their business makes such qualification necessary, except where the failure to be qualified or licensed would not have a material adverse effect on the business of the Company and its subsidiaries, taken as a whole.

(c)           Except as set forth in the Company’s filings with the SEC, there are no legal actions or administrative proceedings or investigations instituted, or to the best knowledge of the Company threatened, against the Company, that could reasonably be expected to have a material adverse effect on the Company or any subsidiary, any of the Preferred Shares, or the business of the Company and its subsidiaries, or which concerns the transactions contemplated by this Agreement.

(d)           The Company’s audited consolidated financial statements as of December 31, 2007 and 2008, contained in the Form 10-K, including the notes contained therein, fairly present the consolidated financial position of the Company at the respective dates thereof and the results of its consolidated operations for the periods purported to be covered thereby.  Such financial statements have been prepared in conformity with generally accepted accounting principles consistently applied with prior periods subject to any comments and notes contained therein.  Since December 31, 2008, there has been no material adverse change in the financial condition of the Company from the financial condition stated in such financial statements.  As of April 21, 2009, the Company had no shares of Preferred Stock, no par value per share (the “ Preferred Stock ”), issued and outstanding.  The capitalization of the Company, including the authorized capital stock, the number of shares issued and outstanding, the number of shares issuable and reserved for issuance pursuant to the Company’s stock option plans, the number of shares issuable and reserved for issuance pursuant to securities exercisable for, or convertible into or exchangeable for any shares of capital stock as of August 26, 2009,  is as described in Schedule 4.1(d) attached to this Agreement.

(e)           The Company owns the patents and patents pending and trademarks and trademarks  pending listed in Schedule 4.1(e) attached hereto (collectively, the “ Intellectual Property ”).  To the Company’s knowledge, the Company has the sole and exclusive right to use the Intellectual Property without infringing or violating the rights of any third parties.  No claim has been asserted by any person to the ownership of or right to use any of the Intellectual Property or challenging or questioning the validity or effectiveness of any of the Intellectual Property.   None of the Intellectual Property has been cancelled, abandoned or otherwise terminated and has been duly issued or filed, as applicable.  The Company has no knowledge of any claim that, or inquiry as to whether, any product, activity or operation of the Company infringes upon or involves, or has resulted in the infringement of, any proprietary right of any other person, corporation or other entity; and no proceedings have been instituted, are pending or are threatened that challenge the rights of the Company with respect thereto.

(f)           The Company, by appropriate and required corporate action, has, or will have prior to the Subscriber Closing, duly authorized the execution of this Agreement and the issuance and delivery of the Shares and Warrants to Subscriber.  The Shares are not subject to preemptive or other rights of any stockholders of the Company and when issued in accordance with the terms of this Agreement and the Articles of Incorporation, the Shares will be validly issued, fully paid and nonassessable and free and clear of all pledges, liens and encumbrances.  Neither the issuance of the Shares or Warrants issued hereunder, nor the shares of Common Stock, underlying the Shares and the Warrants (the “ Underlying Shares ”), will trigger any outstanding antidilution rights.

(g)           Performance of this Agreement and compliance with the provisions hereof will not violate any provision of any applicable law or of the Articles of Incorporation or Bylaws of the Company, or of any of its subsidiaries, and, will not conflict with or result in any breach of any of the terms, conditions or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon, any of the properties or assets of the Company, or of any of its subsidiaries, pursuant to the terms of any indenture, mortgage, deed of trust or other agreement or instrument binding upon the Company, or any of its subsidiaries, other than such breaches, defaults or liens which would not have a material adverse effect on the Company and its subsidiaries taken as a whole.  The Company is not in default under any provision of its Articles of Incorporation or Bylaws or other organizational documents or under any provision of any agreement or other instrument to which it is a party or by which it is bound or of any law, governmental order, rule or regulation so as to affect adversely in any material manner its business or assets or its condition, financial or otherwise.

(h)           The Disclosure Documents, taken together, do not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein to make the statements contained therein not misleading.

(i)           The Company has provided Subscriber with all material public information in connection with the business of the Company and the transactions contemplated by this Agreement, and no representation or warranty made, nor any document, statement, or financial statement prepared or furnished by the Company in connection herewith contains any untrue statement of material fact, or omits to state a material fact necessary to make the statements or facts contained herein or therein not misleading.

(j)           This Agreement, including the Exhibits attached hereto, has been duly executed and delivered by the Company and constitutes a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms.

(k)           No registration, authorization, approval, qualification or consent of any court or governmental authority or agency is necessary in connection with the execution and delivery of this Agreement or the offering, issuance or sale of the Shares and Warrants under this Agreement.

(l)           The Company has timely filed with the SEC all documents required to be filed by the Company under the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”) (collectively, the “ SEC Filings ”).  On their respective dates of filing, the SEC Filings complied in all material respects with the requirements of the Exchange Act and the rules and regulations of the SEC.

(m)           The Company is not now, and after the sale of the Shares and Warrants under this Agreement and under all other agreements and the application of the net proceeds from the sale of the Preferred Shares will not be, an “investment company” within the meaning of the Investment Company Act of 1940, as amended.

(n)           The Company has filed all material tax returns required to be filed, which returns are true and correct in all material respects, and the Company is not in default in the payment of any taxes, including penalties and interest, assessments, fees and other charges, shown thereon due or otherwise assessed, other than those being contested in good faith and for which adequate reserves have been provided or those currently payable without interest which were payable pursuant to said returns or any assessments with respect thereto.

(o)           The Company has not taken any action outside the ordinary course of business designed to or that might reasonably be expected to cause or result in stabilization or manipulation of the price of the Common Stock to facilitate the sale or resale of the Underlying Stock in any manner in contravention of applicable securities laws.

(p)           Subject to the accuracy of the Subscriber’s representations and warranties in Section 9 below, the offer, sale, and issuance of the Shares and Warrants in conformity with the terms of this Agreement constitute transactions exempt from the registration requirements of Section 5 of the Securities Act of 1933, as amended (the “ Securities Act ”) and from the registration or qualification requirements of the laws of any applicable state or United States jurisdiction.

(q)           Neither the Company, nor any of its affiliates, nor any person acting on its or their behalf, has directly or indirectly made any offers or sales in any security or solicited any offers to buy any security under circumstances that would require registration under the Securities Act of the issuance of the Shares and Warrants to the Subscriber.  The issuance of the Series F Preferred Stock and Warrants under the offering will not be integrated with any other issuance of the Company’s securities (past, current or future) for purposes of the Securities Act or any applicable rules of the American Stock Exchange.  The Company will not make any offers or sales of any security (other than the Series F Preferred Stock and Warrants in the Offering) that would cause the offering of the Shares and Warrants to be integrated with any other offering of securities by the Company for purposes of any registration requirement under the Securities Act.

(r)           The Company is in material compliance with all applicable securities (or “ Blue Sky ”) laws of the states of the United States in connection with the issuance and sale of the Shares and Warrants to Subscriber and the issuance of the other shares of Series F Preferred Stock and Warrants to other subscribers in the Offering.

5.            Transfer Rights .

5.1           Subscriber acknowledges that it is acquiring the Shares and Warrants for its own account and for the purpose of investment and not with a view to any distribution or resale thereof within the meaning of the Securities Act and any applicable state or other securities laws (“ State Acts ”).  Subscriber further agrees that it will not sell, assign, transfer or otherwise dispose of any of the Shares, Warrants or Underlying Shares (collectively, the “ Securities ”) in violation of the Securities Act or State Acts and acknowledges that, in taking unregistered securities, it must continue to bear economic risk in regard to its investment for an indefinite period of time because of the fact that none of the Securities have been registered under the Securities Act or State Acts and further realizes that the Securities cannot be sold unless subsequently registered under the Securities Act and State Acts or an exemption from such registration is available. Subscriber further recognizes that the Company is not assuming any obligation to register the Securities. Subscriber also acknowledges that appropriate legends reflecting the status of the Securities under the Securities Act and State Acts may be placed on the face of the certificates for the Securities at the time of their transfer and delivery to the holder thereof.  This Agreement is made with Subscriber in reliance upon Subscriber’s above representations.

5.2           The Securities may not be transferred except in a transaction which is in compliance with the Securities Act and State Acts. It shall be a condition to any transfer of the Securities that the Company shall be furnished with an opinion of counsel, which counsel and opinion shall be reasonably satisfactory to the Company, to the effect that the proposed transfer would be in compliance with the Securities Act and State Acts.  Notwithstanding the foregoing, furnishing such opinion of counsel shall not be a condition to any transfer of the Securities to an affiliate of Subscriber, including for this purpose if Subscriber is an investment company, any fund or account advised by Subscriber’s investment adviser or any affiliate thereof.

6.            Registration Rights .

6.1           See Exhibit C attached hereto.

7.            Pre-emptive Rights .

7.1           The Company will not issue or sell any New Securities (as defined below) in a Financing Transaction (as defined below) without first offering to Subscriber, by delivery of written notice, the right to buy Subscriber’s Pro Rata Part (as defined below)  of such New Securities at the price and upon the conditions at which the Company proposes to issue and sell such New Securities.  Subscriber shall have the right, for a period of five (5) days after receipt of such written notice, to notify the Company in writing of Subscriber’s intention to so purchase such offered New Securities and the Company shall then sell to such Subscriber the amount of such Offered Securities specified by Subscriber (which amount shall not be greater than Subscriber’s Pro Rata Part (as such is determined in the preceding sentence)).

7.2           After giving the notice and opportunity for the Stockholders to participate as required under subsection (a) above, the Company shall have one hundred eighty (180) days thereafter to issue and sell the New Securities not elected nor eligible to be purchased by Subscriber at the price and upon the terms no more favorable to the purchasers of such New Securities than specified in the Company’s notice under subsection (a) above.  In the event the Company has not sold such New Securities within said one hundred eighty (180) day period, the Company shall not hereafter issue or sell any New Securities without first offering such securities in the manner provided above.

7.3           The following terms shall have the following meanings:

(a)           “ Financing Transaction ” shall mean the raising of equity or debt in a private transaction for the sole purpose of financing the Company, but excluding: (i) any debt financing by a bank or financial institution; and (ii) securities offered by the Company to the public in a transaction or transactions required to be registered under the Securities Act

(b)           “ New Securities ” shall mean any shares of capital stock of the Company (“ Capital Stock ”) whether now or hereafter authorized, and all rights, options or warrants to purchase shares of Capital Stock, and securities or indebtedness of any type whatsoever that are, or may become, convertible into or exchangeable for Capital Stock and any units consisting of securities or indebtedness and Capital Stock or rights, options or warrants therefore.

(c)           “ Pro Rata Part ” shall mean, in any particular instance, the proportion which the number of shares of Common Stock owned by Subscriber (assuming for this purpose that all securities exercisable, exchangeable or convertible for shares of Common Stock (“ Common Stock Equivalents ”) owned by such Stockholder have been fully exercised, exchanged, or converted) bears to the aggregate number of shares of Common Stock owned by all security holders of the Company (assuming for this purpose that all Common Stock Equivalents have been fully exercised, exchanged or converted).

8.            Closing .

8.1           The closing of the sale of the Shares and Warrants to Subscriber shall take place at the offices of the Company