0001193125-06-005604 Sample Contracts

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • January 12th, 2006 • I2 Telecom International Inc • Radiotelephone communications • New Jersey

THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of January 9, 2006, by and among i2 TELECOM INTERNATIONAL, INC., a Washington corporation (the “Company”), and the Buyers listed on Schedule I attached hereto (individually, a “Buyer” or collectively “Buyers”).

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INVESTOR REGISTRATION RIGHTS AGREEMENT
Investor Registration Rights Agreement • January 12th, 2006 • I2 Telecom International Inc • Radiotelephone communications • New Jersey

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of December 15, 2005, by and among I2 TELECOM INTERNATIONAL, INC., a Washington corporation (the “Company”), and the undersigned investors listed on Schedule I attached hereto (each, an “Investor” and collectively, the “Investors”).

SECURITY AGREEMENT
Security Agreement • January 12th, 2006 • I2 Telecom International Inc • Radiotelephone communications • New Jersey

THIS SECURITY AGREEMENT (the “Agreement”), is entered into and made effective as of January 9, 2006, by and between i2 TELECOM INTERNATIONAL, INC., a Washington corporation with its principal place of business located at 1200 Abernathy Road, Suite 1800, Atlanta, Georgia 30328 (the “Company”), and the BUYER(S) listed on Schedule I attached to the Securities Purchase Agreement dated the date hereof (the “Secured Party”).

ESCROW AGREEMENT
Escrow Agreement • January 12th, 2006 • I2 Telecom International Inc • Radiotelephone communications • New Jersey

THIS ESCROW AGREEMENT (this “Agreement”) is made and entered into as of January 9, 2006, between i2 TELECOM INTERNATIONAL, INC., a Washington corporation (the “Company”); the Buyer(s) listed on the Securities Purchase Agreement, dated the date hereof (also referred to as the “Investor(s)”), and DAVID GONZALEZ, ESQ., as Escrow Agent hereunder (the “Escrow Agent”).

INSIDER PLEDGE AND ESCROW AGREEMENT
Insider Pledge and Escrow Agreement • January 12th, 2006 • I2 Telecom International Inc • Radiotelephone communications • New Jersey

THIS INSIDER PLEDGE AND ESCROW AGREEMENT (the “Agreement”) is made and entered into as of January 9, 2006 (the “Effective Date”) by and among BRASWELL ENTERPRISES LP (the “Pledgor”), CORNELL CAPITAL PARTNERS, LP (the “Pledgee”), i2 TELECOM INTERNATIONAL, INC., a Washington corporation (the “Company”), and DAVID GONZALEZ, ESQ., as escrow agent (“Escrow Agent”).

PLEDGE AND ESCROW AGREEMENT
Pledge and Escrow Agreement • January 12th, 2006 • I2 Telecom International Inc • Radiotelephone communications • New Jersey

THIS PLEDGE AND ESCROW AGREEMENT (the “Agreement”) is made and entered into as of January 9, 2006 (the “Effective Date”) by and among i2 TELECOM INTERNATIONAL, INC., a corporation organized and existing under the laws of the State of Washington (the “Pledgor”), CORNELL CAPITAL PARTNERS, LP, (the “Pledgee”), and DAVID GONZALEZ, ESQ., as escrow agent (“Escrow Agent”).

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