Exhibit 4.2


 








Elephant
Talk Communications CORP.


3600
NW 138TH sTREET, Ste 102


Oklahoma
City, OK 73114


 


 


July
15, 2014


 


Bernard Nicolas Moncarey


[ _______________ ]





 


		Re:	Letter Agreement Relating to Common Stock Purchase Warrant No. Z1



 


Dear Mr. Moncarey:


 


Reference is hereby made to that certain
Common Stock Purchase Warrant No. Z1, issued on August 17, 2013 (the “Warrant”) by Elephant Talk Communications
Corp. (the “Company”) to Bernard Nicolas Moncarey (the “Holder”), pursuant to which the Holder
is entitled to purchase common stock of the Company, as further described in the Warrant and subject to the terms and conditions
thereof. This letter agreement (this “Warrant Amendment”) will memorialize the consent of the Holder to amend
certain terms of the Warrant as provided herein. This Warrant Amendment is the Warrant Amendment entered into pursuant to that
certain conversion agreement, dated of even date herewith, entered into by the Holder and the Company in connection with the conversion
of that certain 10% Convertible Note Due July 2, 2014, issued by the Company to the Holder on August 17, 2013.


 


Notwithstanding anything to the contrary
in the Warrant:


 


		(1)	the exercise price per share for all Warrant Shares shall equal $0.70 per share and any references
to the term “Exercise Price” in the Warrant shall mean $0.70;



 


		(2)	the second paragraph of the Warrant is hereby amended and restated in its entirety as follows:
“This Warrant (this “Warrant”) was originally issued pursuant to that certain 10% Convertible Note Due
July 2, 2014, issued by the Company to the Holder on August 17, 2013 (the “Convertible Note”) and has been
subsequently amended pursuant to that certain letter agreement, dated as of July 15, 2014, entered into by the Holder and the Company
in connection with the conversion of the Convertible Note (the “Conversion Agreement”).”;



 


		(3)	the fifth line of Section 3, Section 12, and Section 14(e) of the Warrant are each hereby
amended by replacing the term “Convertible Note” in each place that such term appears with the term “Conversion
Agreement”;



 


		(4)	clause (y) of the first sentence of Section 3 of the Warrant is hereby amended and restated in
its entirety as follows: “(y) delivery by the transferee of a written statement to the Company certifying that the transferee
is an “accredited investor” as defined in Rule 501(a) under the Securities Act and making such representations and
warranties set forth in Section 4 of the Conversion Agreement, to the Company at its address specified in the Conversion Agreement”;
and



 






    	 



    	 



    

 


		(5)	the second sentence of Section 4(b) of the Warrant is hereby amended and restated in its entirety
as follows: “The delivery by (or on behalf of) the Holder of the Exercise Notice and the applicable Exercise Price as provided
above shall constitute the Holder’s certification to the Company that its representations and warranties set forth in Section
4 of the Conversion Agreement are true and correct as of the Exercise Date as if remade in their entirety (or, in the case
of any transferee Holder that is not a party to the Conversion Agreement, such transferee Holder’s certification to the Company
that such representations are true and correct as to such assignee Holder as of the Exercise Date).”



 


Except for the amendments expressly set
forth in this Warrant Amendment, all other terms and conditions of the Warrant shall be unaffected hereby and remain in full force
and effect. This Warrant Amendment and any and all matters arising directly or indirectly herefrom shall be governed by and construed
and enforced in accordance with the internal laws of the State of New York applicable to agreements made and to be performed entirely
in such state, without giving effect to the choice or conflict of law principles thereof. This Warrant Amendment may be executed
in separate counterparts. Each such counterpart shall be deemed to be an original, but all of which together shall constitute one
and the same document. Executed counterparts to this Warrant Amendment transmitted by facsimile or by electronic transmission of
portable document format (PDF) files or tagged image file format (TIF) files shall be deemed to be original signatures for all
purposes.


 


Please confirm your consent to the terms
of this Warrant Amendment by executing the enclosed copy and returning it to us at your earliest convenience.


 





	 	Very truly yours, 	 
	 	 	 
	 	 	 
	 	 	 
	 	Alex Vermeulen	 
	 	General Counsel	 







 





Agreed to and Accepted by:


 


_______________________

Bernard Nicolas Moncarey


 








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