Unassociated Document


    

    
LOAN
AGREEMENT

     

    BETWEEN:

     

    
      	1.	
              QAT II INVESTMENTS SA, a
      limited liability company organized and existing under Luxembourg law,
      with registered office at L-2419 Luxembourg 7 Rue du fort Rheinsheim,
      registered in the Luxembourg company register under n° B 116261, in this
      duly represented by M. Yves VAN SANTE and M. Luc KINDT, both
      Director,

               

              hereafter referred to as the “Lender”, on the one
      hand,

            


    

     

    AND

    


    
      	2.	
              ELEPHANT TALK COMMUNICATIONS
      INC., with registered office at World Trade Center, Schiphol
      Boulevard 249, 1118 BH SCHIPHOL, The Netherlands, in this duly represented
      by M. Steven VAN DER VELDEN, Chief Executive
      Officer, 

                 

                hereafter
      referred to as the „Borrower‟ on the
      other hand

              

            


    

     

    WHEREAS:

     

    
      	1.	The Lender is a
      closed end fund with participations in Belgium and the
    Netherlands;
	2.	The Lender orally
      agreed to provide the Borrower with a loan of EUR 850,000.00 as a short
      term bridging loan;
	3.	The parties wish to
      set forth in writing the terms and conditions upon which the Lender makes
      its loan available to the Borrower.


    

     

    THE
PARTIES HAVE AGREED AS FOLLOWS:

    


    Article
1 – Amount

    


    The
Lender agrees under terms and conditions hereinafter set forth to provide the
Borrower with a loan in the principal amount of EUR 850,000.00 and the Borrower
hereby agrees to borrow this principal amount of EUR 850,000.00 from the
Lender.

    


    The
amount 850,000.00 EUR will be made available to the Borrower as of date of
signature this agreement by transferring, on behalf of the Borrower,- to the
account of Elephant Talk Communications Inc, UBS Bank, Postfach, CH-6301 Zug,
account n° 273-295428.70Z  (EUR account), IBAN: CH98 0027 3273 2954
2870Z, SWIFT: UBSWCHZH80A.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      

    

     

    Article
2 – Interest.

    


    On the
repayment date set forth in Article 3, the Borrower shall pay to the Lender
interest on the amount outstanding under this loan at a rate of 14 percent per annum. The
interest calculation is to be done on a 365/365 days basis.

    


    Article
3 - Repayment of principal.

    


    The
Borrower shall repay the outstanding principal amount and the accrued interest
in full on the earlier of:

     

    
      	 	-	180 days after the
      date the entire loan is made available to the Borrower (hereafter, the
      “Loan Date”) pursuant to Article 1, OR;
	 	 	 
	 	- 	in the event another
      person or company consummates an equity or debt securities financing with
      the Borrower in the amount of at least US$5,000,000.00 (hereafter referred
      to as the “Placement”), upon notice by the Lender to the Borrower.


    

     

    In the
event the Placement is consummated, the Lender shall have the right to convert
the principal and accrued interest outstanding as of the date of the
consummation of the Placement into the same type of equity or debt securities
issued by the Borrower under the Placement and pursuant to the same Placement
terms and conditions offered to such other person or company.

    


    Article
4 - Prepayment.

    


    The
Borrower shall only be allowed to prepay the outstanding principal amount
without any penalty being due with the consent of the Lender.

    


    Article
5 - Payment.

    


    Payments
of interest, principal amounts or other amounts due hereunder shall be remitted
without any deduction for or on account of any tax whatsoever by transfer of
immediately available funds to a bank account of the Lender designated by the
Lender in writing to the Borrower.

    


    Any
payments by the Borrower hereunder shall be applied first to payment of accrued
and unpaid interest through the date of payment and then to the payment of the
outstanding principal balance of the loan.

    


    
      
        
        

      

      
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    Article
6 –Warrant coverage

    


    On the
Loan Date, the Borrower shall issue to the Lender warrants to purchase common
stock of the Borrower in the amount equal to one warrant per each United States
dollar loaned hereunder to the Borrower (using the Euro-United States dollar
conversion rate published by the Wall Street Journal at the
close of business of the Loan Date).  The foregoing warrants shall be
for a term of 3 years and shall have an exercise price equal to the OTCBB
closing price of the Borrower‟s common stock as
of the Loan Date.

    


    Article
7 –
Defaults.

    


    The
outstanding principal amount and all interest and all costs shall become
immediately due and payable to the Lender upon issuance of a simple payment
order in the name of the Lender to the Borrower if and when:

     

    
      	 	i.	the Borrower fails
      to pay the interest and costs due and/or fails to repay the outstanding
      principal amount of the loan when due and/or materially acts contrary to
      or fails to meet or fulfil any material provision of this agreement and –
      after having been requested to fulfil its obligations by registered letter
      – neglects to do so for a period of 20 (twenty) days after the date of the
      said notification;
	 	 	 
	 	ii.	Other than in the
      ordinary course of business, the Borrower transfers, sells or otherwise
      disposes of its properties or assets without the Lender‟s prior
      written consent; or
	 	 	 
	 	iii.
	a petition is
      presented or a resolution passed for the Borrower‟s winding
      up, bankruptcy, moratorium of payment or any (other) voluntary arrangement
      or administration order or any proposal or petition therefore or any
      distress, execution or other process levied or any receiver or any
      encumbrances appointed and, in the event the foregoing was not initiated
      by the Borrower, such petition, resolution, arrangement, order, proposal
      or process is not dismissed or withdrawn within 60 days after filing or
      submission.


    

     

    Article
8 - Notices.

    


    All
notices which are required or may be given pursuant to the terms of this
agreement shall be in writing and shall be deemed given when delivered by hand
or, if given by telecopy or telefax, when sent or, if mailed, shall be deemed
given five (5) days after the date when sent by registered or certified mail,
postage prepaid. The addresses of the parties hereto for purposes of notices,
requests, demands and other communications are as set out at the beginning of
this agreement or such other address as any party hereto shall have designated
by notice in writing to the other party hereto.

    


    
      
        
        

      

      
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    Article
9 – Miscellaneous

     

    
      	1.	The obligations
      which the Borrower has assumed by way of this agreement have also been
      assumed by the Borrower for its legal successors by singular
    title.
	 	 
	2.	The Borrower is not
      entitled to assign its rights and obligations under this agreement to a
      third party. If the Lender has given the Borrower written permission to
      assign the rights and obligations under this agreement to one or more
      third parties, the Borrower undertakes vis-à-vis the Lender to impose the
      Borrower's obligation vis-à-vis the Lender on those third parties by way
      of a perpetual clause.
	 	 
	 	The Lender is
      entitled to assign its rights and obligations under this agreement to a
      third party.
	 	 
	 	The Borrower
      undertakes at all times to render its cooperation in an assignment by the
      Lender of all or part of the loan and to acknowledge such assignment in
      writing and without any reservations.
	 	 
	3.	Except in the event
      of explicit reference, this agreement contains the full agreement between
      the Lender and the Borrower with respect to this loan. All prior oral or
      written agreements, statements or obligations between the Lender and the
      Borrower in this regard hereby cease to exist.
	 	 
	4.	This agreement will
      take effect upon the signing of this agreement and will end as soon as the
      Lender has nothing more to claim from the Borrower on the basis of this
      loan.
	 	 
	5.	The obligations
      under this agreement are indivisible.
	 	 
	6.	The Lender and the
      Borrower agree that QMG shall be entitled to a commission equal to 6
      percent of the loan amount and reimbursement for non-accountable expenses
      equal to 2 percent of the loan.  Such commission and
      reimbursement shall be deducted from the proceeds of the loan when
      disbursed pursuant to Article 1 and remitted to QMG to a bank account
      designated by QMG.


    

     

    Article
10 - Governing Law.

    


    This
agreement shall entirely be governed by and construed in accordance with the
laws of Luxembourg.

    


    Article
11 - Jurisdiction.

    


    Any and
all disputes arising from or connected with this agreement or any amendment
thereof shall be settled exclusively by the competent court of
Luxembourg.

    


    
      
        
        

      

      
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    Executed
in two originals in Luxembourg on 02.24.2010 and each party acknowledging having
received one original hereof:

     

    
      	The
      Lender: 	 	 	The
      Borrower: 	 
	 	 	 	 	 
	
              QAT
      II Investments S.A.

              represented by

            	 	 	Elephant
      Talk Communications Inc 

              represented
      by 

            	 
	 	 	 	 	 
	
              /s/
      Yves
      VAN SANTE

            	 	 	
              /s/ Steven
      VAN DER VELDEN

            	 
	
              Yves
      VAN SANTE

            	 	 	
              Steven
      VAN DER VELDEN

            	 
	
              Chief
      Executive Officer 

            	 	 	
              CEO

            	 


    

     

    
      
        	 
      	 	 	 	 
	
                /s/
      Luc
      KINDT

              	 	 	
                 

              	 
	
                Luc
      KINDT

              	 	 	
                 

              	 
	
                Director