MODIFICATION AGREEMENT (the “ Agreement ”), dated as of December __, 2005, by and among i2 Telecom
International, Inc., a Washington corporation, with headquarters located at 1200 Abernathy Road, Building 600, Suite 1800,
Atlanta, Georgia 30328 (the “ Company ”), and the other persons or entities named on signature pages hereto (individually, a “
Buyer ” and collectively, the “ Buyers ”).
A. The Company and the Buyers are parties to that certain Securities Purchase Agreement (the “ Purchase
Agreement ”), pursuant to which the Company issued (i) shares of its Series E Preferred Stock (the “ Preferred Shares ”)
having terms set forth in the certificate of designations attached as Exhibit A to the Purchase Agreement (the “ Certificate of
Designations ”) and (ii) a common stock purchase warrant (each a “Warrant”).
B. The Company and Buyers desire to modify certain rights of the Buyers as set forth herein.
C. Each capitalized term that is used but not otherwise defined herein shall have the meaning assigned to it in the
Purchase Agreement, the Warrant or the Certificate of Designations, as applicable.
NOW, THEREFORE , the Company and each Buyer hereby agree as follows pursuant to Section 12 of the Certificate
1. Dividends . Each Buyer hereby agrees that the dividends otherwise payable pursuant to Section 1(b) of the Certificate of
Designations as of the Dividend Dates occurring on October 1, 2005 and January 1, 2006 may be paid by the Company (without
regard to whether the Equity Conditions have been met) in shares of Common Stock which shall be valued at 90% of the
average of the Closing Bid Prices of the Common Stock for the twenty (20) consecutive trading days immediately prior to the
applicable Dividend Date.
2. Warrant .
(a) Each Buyer hereby agrees that the number “$0.60” in the definition of “Exercise Price” in the first paragraph of the
Warrant shall be amended and replaced with “$0.20”.
(b) Each Buyer hereby agr