REGISTRATION RIGHTS AGREEMENT


 


REGISTRATION RIGHTS
AGREEMENT (this “Agreement”), dated as of March 30, 2012 by and among Elephant Talk Communications, Corp.,
a Delaware corporation, with headquarters located at 19103 Centre Rose Boulevard, Lutz, FL 33558 (the “Company”),
and the investors listed on the Schedule of Purchasers attached hereto (each, a “Purchaser” and collectively,
the “Purchasers”).


 


WHEREAS:


 


A.           In
connection with the Securities Purchase Agreement by and among the parties hereto of even date herewith (the “Securities
Purchase Agreement”), the Company has agreed, upon the terms and subject to the conditions of the Securities Purchase
Agreement, to issue and sell to each Purchaser 8% Senior Secured Convertible Notes (the “Notes”).


 


B.           In
accordance with the terms of the Securities Purchase Agreement, the Company has agreed to provide certain registration rights under
the Securities Act of 1933, as amended, and the rules and regulations thereunder, or any similar successor statute (collectively,
the “1933 Act”), and applicable state securities laws.


 


NOW, THEREFORE,
in consideration of the premises and the mutual covenants contained herein and other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the Company and each of the Purchasers hereby agree as follows:


 


1.          Definitions.


 


Capitalized terms used
herein and not otherwise defined herein shall have the respective meanings set forth in the Securities Purchase Agreement. As used
in this Agreement, the following terms shall have the following meanings:


 


(a)          “Additional
Effective Date” means the date the Additional Registration Statement is declared effective by the SEC.


 


(b)          “Additional
Effectiveness Deadline” means the date which is fifteen (15) calendar days after the earlier
of the Additional Filing Date and the Additional Filing Deadline (as defined below) or in the event that any such Additional Registration
Statement is subject to a full review by the SEC, forty-five (45) calendar days after the earlier of the Additional Filing Date
and the Additional Filing Deadline.


 


(c)          “Additional
Filing Date” means the date on which the Additional Registration Statement is filed with the SEC.


 


(d)          “Additional
Registrable Securities” means (i) any capital stock of the Company issued or issuable with respect to the Conversion
Shares or the Notes, as applicable, as a result of any stock split, stock dividend, recapitalization, exchange, anti-dilution adjustment
to the Notes, or similar event or otherwise, without regard to any limitations on the issuance of Common Shares under the Notes.


 



    	 



    	 



    

 


(e)          “Additional
Registration Statement” means a registration statement or registration statements of the Company filed under the 1933
Act covering any Additional Registrable Securities or a registration statement required to be filed pursuant to Section 2(b) hereof.


 


(f)          “Business
Day” means any day other than Saturday, Sunday or any other day on which commercial banks in the City of New York are
authorized or required by law to remain closed.


 


(g)          “Closing
Date” shall have the meaning set forth in the Securities Purchase Agreement.


 


(h)          “Common
Shares” means the shares of common stock, no par value per share, of the Company.


 


(i)          “Conversion
Shares” any and all Common Shares issued or issuable pursuant to the Notes, including, without limitation, upon conversion
thereof or in connection with any Stock Payment Amount (as defined in the Notes).


 


(j)          “Effective
Date” means the Initial Effective Date and any Additional Effective Date, as applicable.


 


(k)          “Effectiveness
Deadline” means the Initial Effectiveness Deadline and any Additional Effectiveness Deadline, as applicable.


 


(l)          “Initial
Effective Date” means the date that the Initial Registration Statement has been declared effective by the SEC.


 


(m)          “Initial
Effectiveness Deadline” means the date that is ninety (90) calendar days after the Closing Date or, in the event that
the Initial Registration Statement is subject to a full review by the SEC, the date that is one hundred twenty (120) calendar days
after the Closing Date.


 


(n)          “Initial
Registrable Securities” means (i) the Conversion Shares or other Common Shares issued or issuable under the Notes and
(ii) any capital stock of the Company issued or issuable, with respect to the Conversion Shares or the Notes as a result of any
stock split, stock dividend, recapitalization, exchange, anti-dilution adjustment to the Notes, or similar event or otherwise,
without regard to any limitations on the issuance of Common Shares under the Notes.


 


(o)          “Initial
Registration Statement” means a registration statement or registration statements of the Company filed under the 1933
Act covering the Initial Registrable Securities.


 


(p)          “Investor”
means a Purchaser or any transferee or assignee thereof to whom a Purchaser assigns its rights under this Agreement and who agrees
to become bound by the provisions of this Agreement in accordance with Section 9 and any transferee or assignee thereof to whom
a transferee or assignee assigns its rights under this Agreement and who agrees to become bound by the provisions of this Agreement
in accordance with Section 9.


 



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(q)          “Person”
means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization
and a government or any department or agency thereof.


 


(r)          “register,”
“registered,” and “registration” refer to a registration effected by preparing and filing
one or more Registration Statements (as defined below) in compliance with the 1933 Act and pursuant to Rule 415, and the declaration
or ordering of effectiveness of such Registration Statement(s) by the SEC.


 


(s)          “Registrable
Securities” means the Initial Registrable Securities, and the Additional Registrable Securities. Registrable Securities
shall cease to be Registrable Securities upon the earlier of a sale of Registrable Securities pursuant to an effective Registration
Statement or the exemption provided by Rule 144 under the 1933 Act.


 


(t)          “Registration
Statement” means the Initial Registration Statement and the Additional Registration Statement, as applicable.


 


(u)          “Required
Holders” means the holders of at least two-thirds of the Registrable Securities.


 


(v)          “Required
Registration Amount” means 225% of the maximum number of Conversion Shares issued and issuable upon conversion of the
Notes as of the Trading Day immediately preceding the applicable date of determination, without regard to any limitations on the
issuance of Common Shares under the Notes. The calculation of the Required Registration Amount shall assume that the Notes are
then convertible, for Common Shares at the then prevailing Conversion Price (as defined in the Notes).


 


(w)          “Rule
415” means Rule 415 promulgated under the 1933 Act or any successor rule providing for offering securities on a continuous
or delayed basis.


 


(x)          “SEC”
means the United States Securities and Exchange Commission.


 


(y)          “Trading
Day” means any day on which the Common Shares are traded on the Principal Market (as defined in the Securities Purchase
Agreement), or, if the Principal Market is not the principal trading market for the Common Shares, then on the principal securities
exchange or securities market on which the Common Shares are then traded; provided that “Trading Day” shall not include
any day on which the Common Shares are scheduled to trade on such exchange or market for less than 4.5 hours or any day that the
Common Shares are suspended from trading during the final hour of trading on such exchange or market (or if such exchange or market
does not designate in advance the closing time of trading on such exchange or market, then during the hour ending at 4:00:00 p.m.,
New York time).


 



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2.          Registration.


 


(a)          Initial
Mandatory Registration. The Company shall prepare and file with the SEC the Initial Registration Statement on Form S-3 covering
the resale of all of the Initial Registrable Securities as soon as reasonably practicable after the Closing Date, but in no event
more than thirty (30) days after the Closing Date (the “Initial Filing Deadline”), and shall cause such Initial
Registration Statement to be declared effective by the SEC as soon as reasonably practicable thereafter, but in no event later
than the Initial Effectiveness Deadline. In the event that Form S-3 is unavailable for such a registration, the Company shall use
such other form as is available for such a registration on another appropriate form reasonably acceptable to the Required Holders,
subject to the provisions of Section 2(e). The Initial Registration Statement prepared pursuant hereto shall register for resale
at least the number of Common Shares equal to the Required Registration Amount determined as of the date the Initial Registration
Statement is initially filed with the SEC. The Initial Registration Statement shall contain (except if otherwise directed by the
Required Holders) the “Plan of Distribution” and the “Selling Shareholders” sections in substantially the
forms attached hereto as Exhibit B, unless otherwise required by the SEC. The Company shall use reasonable best efforts to file
with the SEC in accordance with Rule 424 under the 1933 Act the final prospectus to be used in connection with sales pursuant to
such Initial Registration Statement by 9:30 am on the Business Day following the Effective Date, but in any case no later than
the deadline required by Rule 424.


 


(b)          Additional
Mandatory Registrations. If during the Registration Period (as defined below) the number of Common Shares then registered in
a Registration Statement is less than the Required Registration Amount or is insufficient to cover an Investor’s allocated
portion of the Registrable Securities pursuant to Section 2(c) below, then the Company shall prepare, and, as soon as reasonably
practicable but in no event later than the thirtieth (30th) calendar day after the day that the Company first knows, or should
have known, that an Additional Registration Statement is required hereunder (the “Additional Filing Deadline”),
file with the SEC an Additional Registration Statement on Form S-3 covering at least the Required Registration Amount as of the
Trading Day immediately preceding the date of the filing of such amendment. In the event that Form S-3 is unavailable for such
a registration, the Company shall use such other form as is available for such a registration on another appropriate form reasonably
acceptable to the Required Holders, subject to the provisions of Section 2(e). Furthermore, the Company shall prepare, and, as
soon as practicable but in no event later than the Additional Filing Deadline, file with the SEC an Additional Registration Statement
on Form S-3 covering the resale of all Additional Registrable Securities not previously registered on a Registration Statement
hereunder. Each Additional Registration Statement shall contain (except if otherwise directed by the Required Holders) the “Plan
of Distribution” and the “Selling Shareholders” sections in substantially the forms attached hereto
as Exhibit B section, unless otherwise required by the SEC. The Company shall cause each Additional Registration Statement
declared effective by the SEC as soon as reasonably practicable, but in no event later than the Additional Effectiveness Deadline.
The Company shall use reasonable best efforts to file with the SEC in accordance with Rule 424 under the 1933 Act the final prospectus
to be used in connection with sales pursuant to such Additional Registration Statement by 9:30 am on the Business Day following
the Effective Date, but in any case no later than the deadline required by Rule 424.


 



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(c)          Allocation
of Registrable Securities. The initial number of Registrable Securities included in any Registration Statement and any increase
or decrease in the number of Registrable Securities included therein shall be allocated pro rata among the Investors based on the
number of Registrable Securities held by each Investor at the time the Registration Statement covering such initial number of Registrable
Securities or increase or decrease thereof is declared effective by the SEC. In the event that an Investor sells or otherwise transfers
any of such Investor’s Registrable Securities, each transferee that becomes an Investor shall be allocated a pro rata portion
of the then remaining number of Registrable Securities included in such Registration Statement for such transferor. Any Common
Shares included in a Registration Statement and which remain allocated to any Person which ceases to hold any Registrable Securities
covered by such Registration Statement shall be allocated to the remaining Investors, pro rata based on the number of Registrable
Securities then held by such Investors which are covered by such Registration Statement. The Company may not include securities
other than Registrable Securities on a Registration Statement without the consent of the Required Holders.


 


(d)          Legal
Counsel. Subject to Section 5 hereof, the Required Holders shall have the right to select one legal counsel to review and oversee
any registration pursuant to this Section 2 (“Legal Counsel”), which shall be Kleinberg, Kaplan, Wolff &
Cohen, P.C. or such other counsel as thereafter designated by the Required Holders. The Company and Legal Counsel shall reasonably
cooperate with each other in performing the Company’s obligations under this Agreement.


 


(e)          Ineligibility
for Form S-3. In the event that Form S-3 is not available for the registration of the resale of Registrable Securities hereunder,
the Company shall (i) register the resale of the Registrable Securities on another appropriate form reasonably acceptable to the
Required Holders and (ii) undertake to register the Registrable Securities on Form S-3 as soon as such form is available, provided
that the Company shall use its reasonable best efforts to maintain the effectiveness of the Registration Statement then in effect
until such time as a Registration Statement on Form S-3 covering the Registrable Securities has been declared effective by the
SEC.


 



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(f)          Effect
of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) a Registration Statement covering
all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement
is (A) not filed with the SEC on or before the applicable Initial Filing Deadline or Additional Filing Deadline (a “Filing
Failure”) or (B) not declared effective by the SEC on or before the applicable Effectiveness Deadline, (an “Effectiveness
Failure”) or (ii) for five (5) consecutive calendar days after the applicable Effective Date sales of all of the Registrable
Securities required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as
defined in Section 3(q)) pursuant to such Registration Statement or otherwise (including, without limitation, because of the suspension
of trading or any other limitation imposed by an Eligible Market, a failure to keep such Registration Statement effective, a failure
to disclose such information as is necessary for sales to be made pursuant to such Registration Statement, a failure to register
a sufficient number of Common Shares or a failure to maintain the listing or trading of the Common Shares on an Eligible Market
(as defined in the Note) (a “Maintenance Failure”) then, as partial relief for the damages to any holder by
reason of any such delay in or reduction of its ability to sell the underlying Common Shares (which remedy shall not be exclusive
of any other remedies available at law or in equity, including, without limitation, specific performance), the Company shall pay
to each holder of Registrable Securities relating to such Registration Statement: an amount in cash equal to one percent (1%) of
the Purchase Price (as such term is defined in the Securities Purchase Agreement) of such Investor’s Registrable Securities
required to be included in such Registration Statement, but not so included, on each of the following dates: (i) the day of a Filing
Failure, (ii) the day of an Effectiveness Failure and (iii) the initial day of a Maintenance Failure; (iv) on the thirtieth day
after the date of a Filing Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until
such Filing Failure is cured; (v) on the thirtieth day after the date of an Effectiveness Failure and every thirtieth day thereafter
(pro rated for periods totaling less than thirty days) until such Effectiveness Failure is cured; and (vi) on the thirtieth day
after the date of a Maintenance Failure and every thirtieth day thereafter (pro rated for periods totaling less than thirty days)
until such Maintenance Failure is cured. The payments to which a holder shall be entitled pursuant to this Section 2(f) are referred
to herein as “Registration Delay Payments.” Registration Delay Payments shall be paid within three (3) Business
Days of the earlier of (I) the dates set forth above and (II) the third Business Day after the event or failure giving rise to
the Registration Delay Payments is cured. In the event the Company fails to make Registration Delay Payments in a timely manner,
such Registration Delay Payments shall bear interest at the rate of three percent (3%) per month (prorated for partial months)
until paid in full.


 


3.          Related
Obligations.


 


At such time as the
Company is obligated to file a Registration Statement with the SEC pursuant to Section 2(a), 2(b) or 2(e), the Company will use
its reasonable best efforts to effect the registration of the Registrable Securities in accordance with the intended method of
disposition thereof and, pursuant thereto, the Company shall have the following obligations:


 


(a)          The
Company shall prepare and file with the SEC a Registration Statement with respect to the Registrable Securities and cause such
Registration Statement relating to the Registrable Securities to become effective as soon as reasonably practicable after such
filing (but in no event later than the Effectiveness Deadline). The Company shall use its best efforts to keep each Registration
Statement effective pursuant to Rule 415 at all times until the date on which the Investors shall have sold all of the Registrable
Securities covered by such Registration Statement (the “Registration Period”). The Company shall ensure that
each Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain
any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the
statements therein (in the case of prospectuses, in the light of the circumstances in which they were made) not misleading. The
Company shall submit to the SEC, within three (3) Business Days after the later of the date that (i) the Company learns that no
review of a particular Registration Statement will be made by the staff of the SEC or that the staff has no further comments on
a particular Registration Statement, as the case may be, and (ii) the approval of Legal Counsel pursuant to Section 3(c) (which
approval is promptly sought), a request for acceleration of effectiveness of such Registration Statement to a time and date not
later than two (2) Business Days after the submission of such request. The Company shall respond in writing to comments made by
the SEC in respect of a Registration Statement as promptly as reasonably practicable after the receipt of comments by or notice
from the SEC that an amendment is required in order for a Registration Statement to be declared effective.


 



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(b)          The
Company shall prepare and file with the SEC such amendments (including post-effective amendments) and supplements to a Registration
Statement and the prospectus used in connection with such Registration Statement, which prospectus is to be filed pursuant to Rule
424 promulgated under the 1933 Act, as may be necessary to keep such Registration Statement effective at all times during the Registration
Period, and, during such period, comply with the provisions of the 1933 Act with respect to the disposition of all Registrable
Securities of the Company covered by such Registration Statement until such time as all of such Registrable Securities shall have
been disposed of in accordance with the intended methods of disposition by the seller or sellers thereof as set forth in such Registration
Statement. In the case of amendments and supplements to a Registration Statement which are required to be filed pursuant to this
Agreement (including pursuant to this Section 3(b)) by reason of the Company filing a report on Form 10-K, Form 10-Q or Form 8-K
or any analogous report under the Securities Exchange Act of 1934, as amended (the “1934 Act”), the Company
shall have incorporated such report by reference into such Registration Statement, if applicable, or shall file such amendments
or supplements with the SEC on the same day on which the 1934 Act report is filed which created the requirement for the Company
to amend or supplement such Registration Statement.


 


(c)          The
Company shall (A) permit Legal Counsel to review and comment upon (i) a Registration Statement at least five (5) Business Days
prior to its filing with the SEC and (ii) all amendments and supplements to all Registration Statements (except for Annual Reports
on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and any similar or successor reports) within a reasonable
number of days prior to their filing with the SEC, and (B) not file any Registration Statement or amendment or supplement thereto
in a form to which Legal Counsel reasonably objects. The Company shall not submit a request for acceleration of the effectiveness
of a Registration Statement or any amendment or supplement thereto without the prior approval of Legal Counsel, which consent shall
not be unreasonably withheld. The Company shall furnish to Legal Counsel, without charge, (i) copies of any correspondence from
the SEC or the staff of the SEC to the Company or its representatives relating to any Registration Statement, (ii) unless the following
are filed with the SEC through EDGAR and are available to the public through the EDGAR system promptly after the same is prepared
and filed with the SEC, one copy of any Registration Statement and any amendment(s) thereto, including financial statements and
schedules, all documents incorporated therein by reference, if requested by an Investor, and all exhibits and (iii) upon the effectiveness
of any Registration Statement, one copy of the prospectus included in such Registration Statement and all amendments and supplements
thereto. The Company shall reasonably cooperate with Legal Counsel in performing the Company’s obligations pursuant to this
Section 3.


 



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(d)          The
Company shall furnish to each Investor whose Registrable Securities are included in any Registration Statement, without charge,
(i) promptly after the same is prepared and filed with the SEC, at least one copy of such Registration Statement and any amendment(s)
thereto, including financial statements and schedules, all documents incorporated therein by reference, if requested by an Investor,
all exhibits and each preliminary prospectus, (ii) upon the effectiveness of any Registration Statement, ten (10) copies of the
prospectus included in such Registration Statement and all amendments and supplements thereto (or such other number of copies as
such Investor may reasonably request) and (iii) such other documents, including copies of any preliminary or final prospectus,
as such Investor may reasonably request from time to time in order to facilitate the disposition of the Registrable Securities
owned by such Investor.


 


(e)          The
Company shall (i) register and qualify, unless an exemption from registration and qualification applies, the resale by Investors
of the Registrable Securities covered by a Registration Statement under such other securities or “blue sky” laws of
all applicable jurisdictions in the United States, (ii) prepare and file in those jurisdictions such amendments (including post-effective
amendments) and supplements to such registrations and qualifications as may be necessary to maintain the effectiveness thereof
during the Registration Period, (iii) take such other actions as may be necessary to maintain such registrations and qualifications
in effect at all times during the Registration Period, and (iv) take all other actions reasonably necessary or advisable to qualify
the Registrable Securities for sale in such jurisdictions; provided, however, that the Company shall not be required in connection
therewith or as a condition thereto to (x) qualify to do business in any jurisdiction where it would not otherwise be required
to qualify but for this Section 3(e), (y) subject itself to general taxation in any such jurisdiction, or (z) file a general consent
to service of process in any such jurisdiction. The Company shall promptly notify Legal Counsel and each Investor who holds Registrable
Securities of the receipt by the Company of any notification with respect to the suspension of the registration or qualification
of any of the Registrable Securities for sale under the securities or “blue sky” laws of any jurisdiction in the United
States or its receipt of actual notice of the initiation or threatening of any proceeding for such purpose.


 


(f)          The
Company shall notify Legal Counsel and each Investor in writing of the happening of any event, as promptly as practicable after
becoming aware of such event, as a result of which the prospectus included in a Registration Statement, as then in effect, includes
an untrue statement of a material fact or omission to state a material fact required to be stated therein or necessary to make
the statements therein, in the light of the circumstances under which they were made, not misleading (provided that in no event
shall such notice contain any material, nonpublic information), and, subject to Section 3(q), promptly prepare a supplement or
amendment to such Registration Statement to correct such untrue statement or omission, and deliver one (1) copies of such supplement
or amendment to Legal Counsel and each Investor (or such other number of copies as Legal Counsel or such Investor may reasonably
request). The Company shall also promptly notify Legal Counsel and each Investor who holds Registrable Securities being sold which
has provided in writing to the Company a facsimile number or mailing address for notices in writing (i) when a prospectus or any
prospectus supplement or post-effective amendment has been filed, and when a Registration Statement or any post-effective amendment
has become effective (notification of such effectiveness shall be delivered to Legal Counsel and each Investor by facsimile no
later than one trading day following the day of such effectiveness and by overnight mail), (ii) of any request by the SEC for amendments
or supplements to a Registration Statement or related prospectus or related information, and (iii) of the Company’s reasonable
determination that a post-effective amendment to a Registration Statement would be appropriate. The Company shall use reasonable
best efforts to file with the SEC in accordance with Rule 424 under the 1933 Act the final prospectus to be used in connection
with sales pursuant to such Registration Statement by 9:30 am on the Business Day following the Effective Date, but in any case
no later than the deadline required by Rule 424.


 



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(g)          The
Company shall use its reasonable best efforts to prevent the issuance of any stop order or other suspension of effectiveness of
a Registration Statement, or the suspension of the qualification of any of the Registrable Securities for sale in any jurisdiction
and, if such an order or suspension is issued, to obtain the withdrawal of such order or suspension at the earliest practicable
moment and to notify Legal Counsel and each Investor who holds Registrable Securities being sold which has provided in writing
to the Company a facsimile number or mailing address for notices of the issuance of such order and the resolution thereof or its
receipt of actual notice of the initiation or threat of any proceeding for such purpose.


 


(h)          If
any Investor is required under applicable securities laws or otherwise to be described in the Registration Statement as an underwriter,
at the reasonable request of such Investor, the Company shall furnish to such Investor, on the date of the effectiveness of the
Registration Statement and thereafter from time to time on such dates as an Investor may reasonably request (i) a letter, dated
such date, from the Company’s independent certified public accountants in form and substance as is customarily given by independent
certified public accountants to underwriters in an underwritten public offering, addressed to the Investors, and (ii) an opinion,
dated as of such date, of counsel representing the Company for purposes of such Registration Statement, in form, scope and substance
as is customarily given in an underwritten public offering, addressed to the Investors.


 


(i)          If
any Investor is required under applicable securities laws or otherwise to be described in the Registration Statement as an underwriter,
the Company shall make available for inspection by (i) such Investor, (ii) Legal Counsel and (iii) one firm of accountants or other
agents retained by the Investors (collectively, the “Inspectors”), all pertinent financial and other records,
and pertinent corporate documents and properties of the Company (collectively, the “Records”), as shall be reasonably
deemed necessary by each Inspector, and cause the Company’s officers, directors and employees to supply all information which
any Inspector may reasonably request; provided, however, that each Inspector shall agree to hold in strict confidence and shall
not make any disclosure (except to an Investor) or use of any Record or other information which the Company determines in good
faith to be confidential, and of which determination the Inspectors are so notified, unless (a) the disclosure of such Records
is necessary to avoid or correct a misstatement or omission in any Registration Statement or is otherwise required under the 1933
Act, (b) the release of such Records is ordered pursuant to a subpoena or order from a court or government body of competent jurisdiction,
or (c) the information in such Records has been made generally available to the public other than by disclosure in violation of
this Agreement. Nothing herein (or in any other confidentiality agreement between the Company and any Investor) shall be deemed
to limit the Investors’ ability to sell Registrable Securities in a manner which is otherwise consistent with applicable
laws and regulations.


 



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(j)          The
Company shall hold in confidence and not make any disclosure of information concerning an Investor provided to the Company unless
(i) disclosure of such information is necessary to comply with federal or state securities laws, (ii) the disclosure of such information
is necessary to avoid or correct a misstatement or omission in any Registration Statement, (iii) the release of such information
is ordered pursuant to a subpoena or other final, non-appealable order from a court or governmental body of competent jurisdiction,
or (iv) such information has been made generally available to the public other than by disclosure in violation of this Agreement
or any other agreement. The Company agrees that it shall, upon learning that disclosure of such information concerning an Investor
is sought in or by a court or governmental body of competent jurisdiction or through other means, give prompt written notice to
such Investor and allow such Investor, at the Investor’s expense, to undertake appropriate action to prevent disclosure of,
or to obtain a protective order for, such information.


 


(k)          The
Company shall use its reasonable best efforts either to (i) cause all of the Registrable Securities covered by a Registration Statement
to be listed on each securities exchange on which securities of the same class or series issued by the Company are then listed,
if any, if the listing of such Registrable Securities is then permitted under the rules of such exchange or (iii) if, despite the
Company’s reasonable best efforts, the Company is unsuccessful in satisfying the preceding clause (i), to secure the inclusion
for quotation on, the New York Stock Exchange, The NASDAQ Global Select Market, The NASDAQ Global Market or The NASDAQ Capital
Market for such Registrable Securities and, without limiting the generality of the foregoing, to use its reasonable best efforts
to arrange for at least two market makers to register with the Financial Industry Regulatory Authority, Inc. (“FINRA”)
as such with respect to such Registrable Securities. The Company shall pay all fees and expenses in connection with satisfying
its obligation under this Section 3(k).


 


(l)          The
Company shall cooperate with the Investors who hold Registrable Securities being offered and, to the extent applicable, facilitate
the timely preparation and delivery of certificates (not bearing any restrictive legend) representing the Registrable Securities
to be offered pursuant to a Registration Statement and enable such certificates to be in such denominations or amounts, as the
case may be, as the Investors may reasonably request and registered in such names as the Investors may request.


 


(m)          If
requested by an Investor, the Company shall as soon as reasonably practicable (i) incorporate in a prospectus supplement or post-effective
amendment such information as an Investor reasonably requests to be included therein relating to the sale and distribution of Registrable
Securities, including, without limitation, information with respect to the number of Registrable Securities being offered or sold,
the purchase price being paid therefor and any other terms of the offering of the Registrable Securities to be sold in such offering;
(ii) make all required filings of such prospectus supplement or post-effective amendment after being notified of the matters to
be incorporated in such prospectus supplement or post-effective amendment; and (iii) supplement or make amendments to any Registration
Statement relating to the sale or distribution of Registrable Securities if reasonably requested by an Investor holding any Registrable
Securities.


 



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(n)          The
Company shall use its reasonable best efforts to cause the Registrable Securities covered by a Registration Statement to be registered
with or approved by such other governmental agencies or authorities as may be necessary to consummate the disposition of such Registrable
Securities.


 


(o)          The
Company shall otherwise use its best efforts to comply with all applicable rules and regulations of the SEC in connection with
any registration hereunder.


 


(p)          Within
two (2) Business Days after a Registration Statement which covers Registrable Securities is ordered effective by the SEC, the Company
shall deliver, and shall cause legal counsel for the Company to deliver, to the transfer agent for such Registrable Securities
(with copies to the Investors whose Registrable Securities are included in such Registration Statement) confirmation that such
Registration Statement has been declared effective by the SEC in the form attached hereto as Exhibit A.


 


(q)          Notwithstanding
anything to the contrary herein, at any time after the Effective Date, the Company may delay the disclosure of material, non-public
information concerning the Company the disclosure of which at the time is not, in the good faith opinion of the Board of Directors
of the Company and its counsel, in the best interest of the Company and, in the opinion of counsel to the Company, otherwise required
(a “Grace Period”); provided, that the Company shall promptly (i) notify the Investors in writing of the existence
of material, non-public information giving rise to a Grace Period (provided that in each notice the Company will not disclose the
content of such material, non-public information to the Investors) and the date on which the Grace Period will begin, and (ii)
notify the Investors in writing of the date on which the Grace Period ends; and, provided further, that no Grace Period shall exceed
ten (10) consecutive days and during any three hundred sixty five (365) day period such Grace Periods shall not exceed an aggregate
of thirty (30) days and the first day of any Grace Period must be at least five (5) Trading Days after the last day of any prior
Grace Period (each, an “Allowable Grace Period”). For purposes of determining the length of a Grace Period above,
the Grace Period shall begin on and include the date the Investors receive the notice referred to in clause (i) and shall end on
and include the later of the date the Investors receive the notice referred to in clause (ii) and the date referred to in such
notice. Upon expiration of the Grace Period, the Company shall again be bound by the first sentence of Section 3(f) with respect
to the information giving rise thereto unless such material, non-public information is no longer applicable. Notwithstanding anything
to the contrary, the Company shall cause its transfer agent to deliver unlegended Common Shares to a transferee of an Investor
in accordance with the terms of the Securities Purchase Agreement in connection with any sale of Registrable Securities with respect
to which an Investor has entered into a contract for sale, prior to the Investor’s receipt of the notice of a Grace Period
and for which the Investor has not yet settled.


 


(r)          Neither
the Company nor any Subsidiary or affiliate thereof shall identify any Investor as an underwriter without its prior written consent
in any public disclosure or filing with the SEC, the Principal Market (as defined in the Securities
Purchase Agreement) or any Eligible Market and any Purchaser being deemed an underwriter by the
SEC shall not relieve the Company of any obligations it has under this Agreement or any other Transaction Document (as
defined in the Securities Purchase Agreement).


 



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4.          Obligations
of the Investors.


 


(a)          At
least five (5) Business Days prior to the first anticipated filing date of a Registration Statement, each Investor agrees to furnish
to the Company a completed Questionnaire in the form attached to this Agreement as Annex A (the “Shareholders Questionnaire”).
It shall be a condition precedent to the obligations of the Company to complete any registration pursuant to this Agreement with
respect to the Registrable Securities of a particular Investor that such Investor shall furnish to the Company such Shareholder
Questionnaire, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held
by it, and such other information, if any, as shall be reasonably required to effect and maintain the effectiveness of the registration
of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably
request.


 


(b)          Each
Investor, by such Investor’s acceptance of the Registrable Securities, agrees to cooperate with the Company as reasonably
requested by the Company in connection with the preparation and filing of any Registration Statement hereunder, unless such Investor
has notified the Company in writing of such Investor’s election to exclude all of such Investor’s Registrable Securities
from such Registration Statement.


 


(c)          Each
Investor agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section
3(g) or the first sentence of 3(f) or if the Investor receives a notice from the Company that a Grace Period is in effect, such
Investor will immediately discontinue disposition of Registrable Securities pursuant to any Registration Statement(s) covering
such Registrable Securities until such Investor’s receipt of copies of the supplemented or amended prospectus as contemplated
by Section 3(g) or the first sentence of 3(f) or receipt of notice that no supplement or amendment is required. Notwithstanding
anything to the contrary, the Company shall cause its transfer agent to deliver unlegended Common Shares to a transferee of an
Investor in accordance with the terms of the Securities Purchase Agreement in connection with any sale of Registrable Securities
with respect to which an Investor has entered into a contract for sale prior to the Investor’s receipt of a notice from the
Company of the happening of any event of the kind described in Section 3(g) or the first sentence of 3(f) and for which the Investor
has not yet settled.


 


(d)          Each
Investor covenants and agrees that it will comply with the prospectus delivery requirements of the 1933 Act as applicable to it
or an exemption therefrom in connection with sales of Registrable Securities pursuant to the Registration Statement.


 


5.          Expenses
of Registration.


 


All reasonable expenses,
other than underwriting discounts and commissions, incurred in connection with registrations, filings or qualifications pursuant
to Sections 2 and 3, including, without limitation, all registration, listing and qualifications fees, printers and accounting
fees, and fees and disbursements of counsel for the Company shall be paid by the Company. The Company shall also reimburse the
Investors for the fees and disbursements of Legal Counsel in connection with registration, filing or qualification pursuant to
Sections 2 and 3 of this Agreement which amount shall be limited to $20,000 for each such registration,
filing or qualification.


 



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6.          Indemnification.


 


In the event any Registrable
Securities are included in a Registration Statement under this Agreement:


 


(a)          To
the fullest extent permitted by law, the Company will, and hereby does, indemnify, hold harmless and defend each Investor, the
directors, officers, partners, members, employees, agents, representatives of, and each Person, if any, who controls any Investor
within the meaning of the 1933 Act or the 1934 Act (each, an “Indemnified Person”), against any losses, claims,
damages, liabilities, judgments, fines, penalties, charges, costs, reasonable attorneys’ fees, amounts paid in settlement
or expenses, joint or several (collectively, “Claims”), incurred in investigating, preparing or defending any
action, claim, suit, inquiry, proceeding, investigation or appeal taken from the foregoing by or before any court or governmental,
administrative or other regulatory agency, body or the SEC, whether pending or threatened, whether or not an indemnified party
is or may be a party thereto (“Indemnified Damages”), to which any of them may become subject insofar as such
Claims (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon: (i) any
untrue statement or alleged untrue statement of a material fact in a Registration Statement or any post-effective amendment thereto
or in any filing made in connection with the qualification of the offering under the securities or other “blue sky”
laws of any jurisdiction in which Registrable Securities are offered (“Blue Sky Filing”), or the omission or
alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading,
(ii) any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus if used prior
to the effective date of such Registration Statement, or contained in the final prospectus (as amended or supplemented, if the
Company files any amendment thereof or supplement thereto with the SEC) or the omission or alleged omission to state therein any
material fact necessary to make the statements made therein, in light of the circumstances under which the statements therein were
made, not misleading or (iii) any violation or alleged violation by the Company of the 1933 Act, the 1934 Act, any other law, including,
without limitation, any state securities law, or any rule or regulation thereunder relating to the offer or sale of the Registrable
Securities pursuant to a Registration Statement (the matters in the foregoing clauses (i) through (iii) being, collectively, “Violations”).
Subject to Section 6(c), the Company shall reimburse the Indemnified Persons, promptly as such expenses are incurred and are due
and payable, for any legal fees or other reasonable expenses incurred by them in connection with investigating or defending any
such Claim. Notwithstanding anything to the contrary contained herein, the indemnification agreement contained in this Section
6(a): (i) shall not apply to a Claim by an Indemnified Person arising out of or based upon a Violation which occurs in reliance
upon and in conformity with information furnished in writing to the Company by such Indemnified Person for such Indemnified Person
expressly for use in connection with the preparation of the Registration Statement or any such amendment thereof or supplement
thereto, if such prospectus was timely made available by the Company pursuant to Section 3(d), and (ii) shall not apply to amounts
paid in settlement of any Claim if such settlement is effected without the prior written consent of the Company, which consent
shall not be unreasonably withheld or delayed. Such indemnity shall remain in full force and effect regardless of any investigation
made by or on behalf of the Indemnified Person and shall survive the transfer of the Registrable Securities by the Investors pursuant
to Section 9.


 



    	13



    	 



    

 


(b)          In
connection with any Registration Statement in which an Investor is participating, each such Investor agrees to severally and not
jointly indemnify, hold harmless and defend, to the same extent and in the same manner as is set forth in Section 6(a), the Company,
each of its directors, each of its officers who signs the Registration Statement, its agents and each Person, if any, who controls
the Company within the meaning of the 1933 Act or the 1934 Act and the directors, officers and agents of such controlling persons
(each, an “Indemnified Party”), against any Claim or Indemnified Damages to which any of them may become subject,
insofar as such Claim or Indemnified Damages arise out of or are based upon any Violation, in each case to the extent, and only
to the extent, that such Violation occurs in reliance upon and in conformity with written information furnished to the Company
by such Investor expressly for use in connection with such Registration Statement. Subject to Section 6(c), such Investor will
reimburse the Indemnified Party for any legal or other expenses reasonably incurred by an Indemnified Party in connection with
investigating or defending any such Claim; provided, however, that the indemnity agreement contained in this Section 6(b) and the
agreement with respect to contribution contained in Section 7 shall not apply to amounts paid in settlement of any Claim if such
settlement is effected without the prior written consent of such Investor; provided, further, however, that the Investor shall
be liable under this Section 6(b) for only that amount of a Claim or Indemnified Damages as does not exceed the net proceeds to
such Investor as a result of the sale of Registrable Securities pursuant to such Registration Statement. Such indemnity shall remain
in full force and effect regardless of any investigation made by or on behalf of such Indemnified Party and shall survive the transfer
of the Registrable Securities by the Investors pursuant to Section 9.


 



    	14



    	 



    

 


(c)          Promptly
after receipt by an Indemnified Person or Indemnified Party under this Section 6 of notice of the commencement of any action or
proceeding (including any governmental action or proceeding) involving a Claim, such Indemnified Person or Indemnified Party shall,
if a Claim in respect thereof is to be made against any indemnifying party under this Section 6, deliver to the indemnifying party
a written notice of the commencement thereof, and the indemnifying party shall have the right to participate in, and, to the extent
the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume control of the defense
thereof with counsel mutually satisfactory to the indemnifying party and the Indemnified Person or the Indemnified Party, as the
case may be; provided, however, that an Indemnified Person or Indemnified Party shall have the right to retain its own counsel
with the fees and expenses of not more than one counsel for all such Indemnified Person or Indemnified Party to be paid by the
indemnifying party, if, in the reasonable opinion of counsel retained by the indemnified party, the representation by such counsel
of the Indemnified Person or Indemnified Party and the indemnifying party would be inappropriate due to actual or potential differing
interests between such Indemnified Person or Indemnified Party and any other party represented by such counsel in such proceeding.
In the case of an Indemnified Person, legal counsel referred to in the immediately preceding sentence shall be selected by the
Investors holding at least a majority in interest of the Registrable Securities included in the Registration Statement to which
the Claim relates. The Indemnified Party or Indemnified Person shall cooperate reasonably with the indemnifying party in connection
with any negotiation or defense of any such action or Claim by the indemnifying party and shall furnish to the indemnifying party
all information reasonably available to the Indemnified Party or Indemnified Person which relates to such action or Claim. The
indemnifying party shall keep the Indemnified Party or Indemnified Person fully apprised at all times as to the status of the defense
or any settlement negotiations with respect thereto. No indemnifying party shall be liable for any settlement of any action, claim
or proceeding effected without its prior written consent, provided, however, that the indemnifying party shall not unreasonably
withhold, delay or condition its consent. No indemnifying party shall, without the prior written consent of the Indemnified Party
or Indemnified Person, consent to entry of any judgment or enter into any settlement or other compromise which does not include
as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party or Indemnified Person of a release
from all liability in respect to such Claim or litigation and such settlement shall not include any admission as to fault on the
part of the Indemnified Party. Following indemnification as provided for hereunder, the indemnifying party shall be subrogated
to all rights of the Indemnified Party or Indemnified Person with respect to all third parties, firms or corporations relating
to the matter for which indemnification has been made. The failure to deliver written notice to the indemnifying party within a
reasonable time of the commencement of any such action shall not relieve such indemnifying party of any liability to the Indemnified
Person or Indemnified Party under this Section 6, except to the extent that the indemnifying party is prejudiced in its ability
to defend such action.


 


(d)          The
indemnification required by this Section 6 shall be made by periodic payments of the amount thereof during the course of the investigation
or defense, as and when reasonably detailed and itemized bills are received or Indemnified Damages are incurred.


 


(e)          The
indemnity agreements contained herein shall be in addition to (i) any cause of action or similar right of the Indemnified Party
or Indemnified Person against the indemnifying party or others, and (ii) any liabilities the indemnifying party may be subject
to pursuant to the law.


 


7.          Contribution.


 


To the extent any indemnification
by an indemnifying party is prohibited or limited by law, the indemnifying party agrees to make the maximum contribution with respect
to any amounts for which it would otherwise be liable under Section 6 to the fullest extent permitted by law; provided, however,
that: (i) no Person involved in the sale of Registrable Securities which Person is guilty of fraudulent misrepresentation (within
the meaning of Section 11(f) of the 1933 Act) in connection with such sale shall be entitled to contribution from any Person involved
in such sale of Registrable Securities who was not guilty of fraudulent misrepresentation; and (ii) contribution by any seller
of Registrable Securities shall be limited in amount to the amount of net proceeds received by such seller from the sale of such
Registrable Securities pursuant to such Registration Statement.


 



    	15



    	 



    

 


8.          Reports
Under the 1934 Act. 


 


With a view to making
available to the Investors the benefits of Rule 144 promulgated under the 1933 Act or any other similar rule or regulation of the
SEC that may at any time permit the Investors to sell securities of the Company to the public without registration (“Rule
144”), the Company agrees to:


 


(a)          make
and keep public information available, as those terms are understood and defined in Rule 144;


 


(b)          file
with the SEC in a timely manner all reports and other documents required of the Company under the 1933 Act and the 1934 Act so
long as the Company remains subject to such requirements and the filing of such reports and other documents is required for the
applicable provisions of Rule 144; and


 


(c)          furnish
to each Investor so long as such Investor owns Registrable Securities, promptly upon request, (i) a written statement by the Company,
if true, that it has complied with the reporting requirements of Rule 144, the 1933 Act and the 1934 Act, (ii) unless the following
are filed with the SEC through EDGAR and are available to the public through the EDGAR system, a copy of the most recent annual
or quarterly report (if the Company files quarterly reports) of the Company and such other reports and documents so filed by the
Company, and (iii) such other information as may be reasonably requested to permit the Investors to sell such securities pursuant
to Rule 144 without registration.


 


9.          Assignment
of Registration Rights. 


 


The rights under this
Agreement shall be automatically assignable by the Investors to any transferee of all or any portion of such Investor’s Registrable
Securities if: (i) the Investor agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement
is furnished to the Company within a reasonable time after such assignment; (ii) the Company is, within a reasonable time after
such transfer or assignment, furnished with written notice of (a) the name and address of such transferee or assignee, and (b)
the securities with respect to which such registration rights are being transferred or assigned; (iii) immediately following such
transfer or assignment the further disposition of such securities by the transferee or assignee is restricted under the 1933 Act
or applicable state securities laws; (iv) at or before the time the Company receives the written notice contemplated by clause
(ii) of this sentence the transferee or assignee agrees in writing with the Company to assume and be bound by all of the provisions
contained herein; and (v) such transfer shall have been made in accordance with the applicable requirements of the Securities Purchase
Agreement.


 


10.         Amendment
of Registration Rights.


 


Provisions of this
Agreement may be amended and the observance thereof may be waived (either generally or in a particular instance and either retroactively
or prospectively), only with the written consent of the Company and the Required Holders. Any amendment or waiver effected in accordance
with this Section 10 shall be binding upon each Investor and the Company. No such amendment shall be effective to the extent that
it applies to less than all of the holders of the Registrable Securities. No consideration shall be offered or paid to any Person
to amend or consent to a waiver or modification of any provision of this Agreement unless the same consideration also is offered
to all of the parties to this Agreement.


 



    	16



    	 



    

 


11.         Miscellaneous.


 


(a)          A
Person is deemed to be a holder of Registrable Securities whenever such Person owns or is deemed to own of record such Registrable
Securities. If the Company receives conflicting instructions, notices or elections from two or more Persons with respect to the
same Registrable Securities, the Company shall act upon the basis of instructions, notice or election received from such record
owner of such Registrable Securities.


 


(b)          Any
notices, consents, waivers or other communications required or permitted to be given under the terms of this Agreement must be
in writing and will be deemed to have been delivered: (i) upon receipt, when delivered personally; (ii) upon receipt, when sent
by facsimile (provided confirmation of transmission is mechanically or electronically generated and kept on file by the sending
party); or (iii) one Business Day after deposit with a nationally recognized overnight delivery service, in each case properly
addressed to the party to receive the same. The addresses and facsimile numbers for such communications shall be:


 


If to the Company:


 


Elephant Talk Communications,
Corp.


19103 Centre Rose Boulevard


Lutz, FL 33558


Attention: Steve van
der Velden


Telephone:    (813)
926-8920


 


With a copy (for informational
purposes only) to:


 


Ellenoff
Grossman & Schole LLP


150 East
42nd Street


New York,
NY 10017


Attention:
David Selengut, Esq.


Telephone
No.:    (212) 370-1300


Facsimile
No.:  (212) 370-7889


E-mail: selengut@egsllp.com


 


If to the Transfer Agent:


 


Continental Stock Transfer
& Trust Company


17 Battery
Place


New York, NY 10004


Attn: Monty Harry


Facsimile: (212) 616-7615


 



    	17



    	 



    

 


If to Legal Counsel:


 


Kleinberg, Kaplan, Wolff
& Cohen, P.C.


551 Fifth Avenue


New York, New York 10176


Telephone:    (212)
986-6000


Facsimile:     (212)
986-8866


Attention:     
Max Karpel, Esq.


 


If to a Purchaser, to its address and facsimile
number set forth on the Schedule of Purchasers attached hereto, with copies to such Purchaser’s representatives as set forth
on the Schedule of Purchasers, or to such other address and/or facsimile number and/or to the attention of such other Person as
the recipient party has specified by written notice given to each other party five (5) days prior to the effectiveness of such
change. Written confirmation of receipt (A) given by the recipient of such notice, consent, waiver or other communication, (B)
mechanically or electronically generated by the sender’s facsimile machine containing the time, date, recipient facsimile
number and an image of the first page of such transmission or (C) provided by a courier or overnight courier service shall be rebuttable
evidence of personal service, receipt by facsimile or receipt from a nationally recognized overnight delivery service in accordance
with clause (i), (ii) or (iii) above, respectively.


 


(c)          Failure
of any party to exercise any right or remedy under this Agreement or otherwise, or delay by a party in exercising such right or
remedy, shall not operate as a waiver thereof.


 


(d)          All
questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by the internal
laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the
State of New York or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the
State of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting
in The City of New York, Borough of Manhattan, for the adjudication of any dispute hereunder or in connection herewith or with
any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action
or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding
is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably
waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy
thereof to such party at the address for such notices to it under this Agreement and agrees that such service shall constitute
good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right
to serve process in any manner permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT
TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT
OR ANY TRANSACTION CONTEMPLATED HEREBY.


 



    	18



    	 



    

 


(e)          If
any provision of this Agreement is prohibited by law or otherwise determined to be invalid or unenforceable by a court of competent
jurisdiction, the provision that would otherwise be prohibited, invalid or unenforceable shall be deemed amended to apply to the
broadest extent that it would be valid and enforceable, and the invalidity or unenforceability of such provision shall not affect
the validity of the remaining provisions of this Agreement so long as this Agreement as so modified continues to express, without
material change, the original intentions of the parties as to the subject matter hereof and the prohibited nature, invalidity or
unenforceability of the provision(s) in question does not substantially impair the respective expectations or reciprocal obligations
of the parties or the practical realization of the benefits that would otherwise be conferred upon the parties. The parties will
endeavor in good faith negotiations to replace the prohibited, invalid or unenforceable provision(s) with a valid provision(s),
the effect of which comes as close as possible to that of the prohibited, invalid or unenforceable provision(s).


 


(f)          This
Agreement, the other Transaction Documents (as defined in the Securities Purchase Agreement) and the instruments referenced herein
and therein constitute the entire agreement among the parties hereto with respect to the subject matter hereof and thereof. There
are no restrictions, promises, warranties or undertakings, other than those set forth or referred to herein and therein. This Agreement,
the other Transaction Documents and the instruments referenced herein and therein supersede all prior agreements and understandings
among the parties hereto with respect to the subject matter hereof and thereof.


 


(g)          Subject
to the requirements of Section 9, this Agreement shall inure to the benefit of and be binding upon the permitted successors and
assigns of each of the parties hereto.


 


(h)          The
headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof.


 


(i)          This
Agreement may be executed in identical counterparts, each of which shall be deemed an original but all of which shall constitute
one and the same agreement. This Agreement, once executed by a party, may be delivered to the other party hereto by facsimile transmission
of a copy of this Agreement bearing the signature of the party so delivering this Agreement.


 


(j)          Each
party shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver
all such other agreements, certificates, instruments and documents, as any other party may reasonably request in order to carry
out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.


 


(k)          All
consents and other determinations required to be made by the Investors pursuant to this Agreement shall be made, unless otherwise
specified in this Agreement, by the Required Holders.


 



    	19



    	 



    

 


(l)          The
language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent and no rules
of strict construction will be applied against any party.


 


(m)          This
Agreement is intended for the benefit of the parties hereto and their respective permitted successors and assigns, and is not for
the benefit of, nor may any provision hereof be enforced by, any other Person.


 


(n)          The
obligations of each Investor hereunder are several and not joint with the obligations of any other Investor, and no provision of
this Agreement is intended to confer any obligations on any Investor vis-à-vis any other Investor. Nothing contained herein,
and no action taken by any Investor pursuant hereto, shall be deemed to constitute the Investors as a partnership, an association,
a joint venture or any other kind of entity, or create a presumption that the Investors are in any way acting in concert or as
a group with respect to such obligations or the transactions contemplated herein.


 


* * * * * *


 


[Signature Page Follows]


 



    	20



    	 



    

 


IN WITNESS WHEREOF,
each Purchaser and the Company have caused their respective signature page to this Registration Rights Agreement to be duly executed
as of the date first written above.


  


	 	COMPANY:
	 	 
	 	Elephant Talk Communications, Corp.
	 	 
	 	By:	 /s/ Steven van der Velden
	 	 	Name:  Steven van der Velden
	 	 	Title: President and CEO


 



    	 



    	 



    

 


IN WITNESS WHEREOF,
each Purchaser and the Company have caused their respective signature page to this Registration Rights Agreement to be duly executed
as of the date first written above.


  


	 	PURCHASERS:
	 	 	 
	 	Hudson Bay Master Fund, Ltd.
	 	By:	Hudson Bay Capital Management LP,

Investment Manager
	 	 	 
	 	By:	/s/Yoav Roth
	 	Name: Yoav Roth
	 	Title: Authorized Signatory
	 	 	 
	 	Iroquois Master Fund Ltd.
	 	 	 
	 	By:	/s/ Joshua Silverman
	 	 	 Name: Joshua Silverman
	 	 	 Title: Authorized Signatory
	 	 	 
	 	JGB Capital Partner,LP
	 	 	 
	 	By:	/s/ JGB Capital Partner,LP
	 	 	 
	 	JGB Capital Offshore Ltd.
	 	 	 
	 	By:	/s/JGB Capital Offshore Ltd.
	 	 	 
	 	JGB Partners, LP
	 	 	 
	 	By:	/s/ JGB Partners, LP


 


[Signature Page to Registration Rights Agreement]