Exhibit 4.3










 





NEITHER THE ISSUANCE AND SALE OF THE SECURITIES
REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED
FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER
THE SECURITIES ACT, OR (B) AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS OR BLUE SKY LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL
REASONABLY SATISFACTORY TO THE COMPANY. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA
FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.


 


ELEPHANT TALK COMMUNICATIONS CORP.


 


WARRANT TO PURCHASE COMMON STOCK


 


	 	 	 
	Warrant No. Z1/A	 	Original Issue Date: July 15, 2014


 


 


Elephant Talk Communications Corp., a
Delaware corporation (the “Company”), hereby certifies that, for value received, Bernard Moncarey or his permitted
registered assigns (the “Holder”), is entitled to purchase from the Company up to a total of 500,000 shares
of common stock, $0.00001 par value per share (the “Common Stock”), of the Company (each such share, a “Warrant
Share” and all such shares, the “Warrant Shares”) at an exercise price per share equal to $0.9228
per share (as adjusted from time to time as provided in Section 9 herein, the “Exercise Price”), at
any time and from time to time on or after the date that is six months from the date hereof (the “Trigger Date”)
and through and including 5:30 P.M., New York City time, on July 15, 2019 (the “Expiration Date”), and subject
to the following terms and conditions:


 


This Warrant (this “Warrant”)
is issued pursuant to that certain letter 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 to the Holder by the Company on August
17, 2013 (the “Conversion Agreement”).


 


1. [Intentionally Omitted.]


  


2.Registration of Warrant. The
Company shall register this Warrant, upon records to be maintained by the Company for that purpose (the “Warrant Register”),
in the name of the record Holder (which shall include the initial Holder or, as the case may be, any registered assignee to which
this Warrant is permissibly assigned hereunder) from time to time. The Company may deem and treat the registered Holder of this
Warrant as the absolute owner hereof for the purpose of any exercise hereof or any distribution to the Holder, and for all other
purposes, absent actual notice to the contrary.


 







 






    	 



    	 



    

 


3. Registration of Transfers.
Subject to compliance with all applicable securities laws, the Company shall register the transfer of all or any portion of this
Warrant in the Warrant Register, upon surrender of this Warrant, with the Form of Assignment attached as Schedule 2 hereto
duly completed and signed, to the Company’s transfer agent or to the Company at its address specified in the Conversion Agreement
and (x) delivery, at the request of the Company, of an opinion of counsel reasonably satisfactory to the Company to the effect
that the transfer of such portion of this Warrant may be made pursuant to an available exemption from the registration requirements
of the Securities Act and all applicable state securities or blue sky laws and (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. Upon any such registration or transfer, a new warrant to purchase Common Stock
in substantially the form of this Warrant (any such new warrant, a “New Warrant”) evidencing the portion of
this Warrant so transferred shall be issued to the transferee, and a New Warrant evidencing the remaining portion of this Warrant
not so transferred, if any, shall be issued to the transferring Holder. The acceptance of the New Warrant by the transferee thereof
shall be deemed the acceptance by such transferee of all of the rights and obligations in respect of the New Warrant that the Holder
has in respect of this Warrant. The Company shall prepare, issue and deliver at its own expense any New Warrant under this Section
3.


 


4. Exercise and Duration of Warrant.


 


(a) All or any part of this Warrant
shall be exercisable by the registered Holder in any manner permitted by Section 10 of this Warrant at any time and from
time to time on or after the Trigger Date and through and including 5:30 P.M. New York City time, on the Expiration Date. At 5:30
P.M., New York City time, on the Expiration Date, the portion of this Warrant not exercised prior thereto shall be and become void
and of no value and this Warrant shall be terminated and no longer outstanding.


 


(b)The Holder may exercise this
Warrant by delivering to the Company (i) an exercise notice, in the form attached as Schedule 1 hereto (the “Exercise
Notice”), completed and duly signed, and (ii) payment of the Exercise Price for the number of Warrant Shares as to which
this Warrant is being exercised (which may take the form of a “cashless exercise” if so indicated in the Exercise Notice
and if a “cashless exercise” may occur at such time pursuant to Section 10 below), and the date such items are
delivered to the Company (as determined in accordance with the notice provisions hereof) is an “Exercise Date.”
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). The Holder shall not be required to deliver the original
Warrant in order to effect an exercise hereunder. Execution and delivery of the Exercise Notice shall have the same effect as cancellation
of the original Warrant and issuance of a New Warrant evidencing the right to purchase the remaining number of Warrant Shares.


 


5. Delivery of Warrant Shares.
Upon exercise of this Warrant, the Company shall promptly (but in no event later than three Trading Days after the Exercise Date)
issue or cause to be issued and cause to be delivered to or upon the written order of the Holder, (i) a certificate for the Warrant
Shares issuable upon such exercise, free of restrictive legends, or (ii) an electronic delivery of the Warrant Shares to the Holder’s
account at the Depository Trust Company (“DTC”) or a similar organization, unless in the case of clause (i)
and (ii) a registration statement covering the resale of the Warrant Shares and naming the Holder as a selling stockholder thereunder
is not then effective or the Warrant Shares are not freely transferable without volume restrictions pursuant to Rule 144 under
the Securities Act of 1933, as amended (the “Securities Act,” in which case such Holder shall receive a certificate
for the Warrant Shares issuable upon such exercise with appropriate restrictive legends. The Holder, or any Person permissibly
so designated by the Holder to receive Warrant Shares, shall be deemed to have become the holder of record of such Warrant Shares
as of the Exercise Date. If the Warrant Shares are to be issued free of all restrictive legends, the Company shall, upon the written
request of the Holder, use its reasonable best efforts to deliver, or cause to be delivered, Warrant Shares hereunder electronically
through The Depository Trust Company or another established clearing corporation performing similar functions, if available; provided,
that, the Company may, but will not be required to, change its transfer agent if its current transfer agent cannot deliver Warrant
Shares electronically through such a clearing corporation.


 






    	-2-



    	 



    

 


For purposes of this Warrant, “Person”
means an individual, corporation, partnership, limited liability company, trust, business trust, association, joint stock company,
joint venture, sole proprietorship, unincorporated organization, governmental authority or any other form of entity not specifically
listed herein.


 


For purposes of this Warrant, “Principal
Market” means the NYSE MKT, LLC.


 


For purposes of this Warrant, “Trading
Day” means any day on which the Common Stock is traded on the Principal Market, or, if the Principal Market is not the
principal trading market for the Common Stock, then on the principal securities exchange or securities market on which the Common
Stock is then traded; provided that “Trading Day” shall not include any day on which the Common Stock is scheduled
to trade on such exchange or market for less than 4.5 hours or any day that the Common Stock is 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 p.m., New York Time).


 


6. Charges, Taxes and Expenses.
Issuance and delivery of certificates for shares of Common Stock upon exercise of this Warrant shall be made without charge to
the Holder for any issue or transfer tax, transfer agent fee or other incidental tax or expense in respect of the issuance of such
certificates, all of which taxes and expenses shall be paid by the Company; provided, however, that the Company shall not
be required to pay any tax that may be payable in respect of any transfer involved in the registration of any certificates for
Warrant Shares or the Warrant in a name other than that of the Holder or with respect to any person or entity, which directly or
indirectly, controls, is controlled by, or is under common control with such person or entity, as the case may be (an “Affiliate”)
thereof. The Holder shall be responsible for all other tax liability that may arise as a result of holding or transferring this
Warrant or receiving Warrant Shares upon exercise hereof.


 


7. Replacement of Warrant. If
this Warrant is mutilated, lost, stolen or destroyed, the Company shall issue or cause to be issued in exchange and substitution
for and upon cancellation hereof, or in lieu of and substitution for this Warrant, a New Warrant, but only upon receipt of evidence
reasonably satisfactory to the Company of such loss, theft or destruction (in such case) and, in each case, a customary and reasonable
indemnity and surety bond, if requested by the Company. Applicants for a New Warrant under such circumstances shall also comply
with such other reasonable regulations and procedures and pay such other reasonable third-party costs as the Company may prescribe.
If a New Warrant is requested as a result of a mutilation of this Warrant, then the Holder shall deliver such mutilated Warrant
to the Company as a condition precedent to the Company’s obligation to issue the New Warrant.


 






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8. Reservation of Warrant Shares.
The Company covenants that it will at all times reserve and keep available out of the aggregate of its authorized but unissued
and otherwise unreserved Common Stock, solely for the purpose of enabling it to issue Warrant Shares upon exercise of this Warrant
as herein provided, the number of Warrant Shares that are initially issuable and deliverable upon the exercise of this entire Warrant,
free from preemptive rights or any other contingent purchase rights of persons other than the Holder (taking into account the adjustments
and restrictions of Section 9). The Company covenants that all Warrant Shares so issuable and deliverable shall, upon issuance
and the payment of the applicable Exercise Price in accordance with the terms hereof, be duly and validly authorized, issued and
fully paid and nonassessable. The Company will take all such action as may be reasonably necessary to assure that such shares of
Common Stock may be issued as provided herein without violation of any applicable law or regulation, or of any requirements of
any securities exchange or automated quotation system upon which the Common Stock may be listed.


 


9. Certain Adjustments. The
Exercise Price and number of Warrant Shares issuable upon exercise of this Warrant are subject to adjustment from time to time
as set forth in this Section 9.


 


(a)Stock Dividends and Splits.
If the Company, at any time while this Warrant is outstanding, (i) pays a stock dividend on its Common Stock or otherwise makes
a distribution on any class of capital stock that is payable in shares of Common Stock, (ii) subdivides its outstanding shares
of Common Stock into a larger number of shares, or (iii) combines its outstanding shares of Common Stock into a smaller number
of shares, then in each such case the Exercise Price shall be multiplied by a fraction, the numerator of which shall be the number
of shares of Common Stock outstanding immediately before such event and the denominator of which shall be the number of shares
of Common Stock outstanding immediately after such event. Any adjustment made pursuant to clause (i) of this paragraph shall become
effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution,
and any adjustment pursuant to clause (ii) or (iii) of this paragraph shall become effective immediately after the effective date
of such subdivision or combination.


 


(b) Pro Rata Distributions.
If the Company, at any time while this Warrant is outstanding, distributes to all holders of Common Stock for no consideration
(i) evidences of its indebtedness, (ii) any security (other than a distribution of Common Stock covered by the preceding paragraph)
or (iii) rights or warrants to subscribe for or purchase any security, or (iv) any other asset (in each case, “Distributed
Property”), then, upon any exercise of this Warrant that occurs after the record date fixed for determination of stockholders
entitled to receive such distribution, the Holder shall be entitled to receive, in addition to the Warrant Shares otherwise issuable
upon such exercise (if applicable), the Distributed Property that such Holder would have been entitled to receive in respect of
such number of Warrant Shares had the Holder been the record holder of such Warrant Shares immediately prior to such record date
without regard to any limitation on exercise contained therein.


 


 (c) Number of Warrant
Shares. Simultaneously with any adjustment to the Exercise Price pursuant to paragraph (a) of this Section 9, the number
of Warrant Shares that may be purchased upon exercise of this Warrant shall be increased or decreased proportionately, so that
after such adjustment the aggregate Exercise Price payable hereunder for the increased or decreased number of Warrant Shares shall
be the same as the aggregate Exercise Price in effect immediately prior to such adjustment.


 






    	-4-



    	 



    

 


10. Payment of Exercise Price.
The Holder shall pay the Exercise Price in immediately available funds; provided, however, the Holder may, in its sole discretion,
satisfy its obligation to pay the Exercise Price through a “cashless exercise,” in which event the Company shall issue
to the Holder the number of Warrant Shares determined as follows:


 


X = Y [(A-B)/A]


 


where:


 


X = the number of Warrant Shares to be issued to
the Holder.


 


Y = the total number of Warrant Shares with respect
to which this Warrant is being exercised.


 


A = the average of the Closing Sale Prices of the shares
of Common Stock (as reported by Bloomberg Financial Markets) for the five (5) Trading Days ending on the date immediately preceding
the Exercise Date.


 


B = the Exercise Price then in effect for the applicable
Warrant Shares at the time of such exercise.


 


For purposes of this Warrant, “Closing
Sale Price” means, for any security as of any date, the last trade price for such security on the principal securities
exchange or trading market for such security, as reported by Bloomberg Financial Markets, or, if such exchange or trading market
begins to operate on an extended hours basis and does not designate the last trade price, then the last trade price of such security
prior to 4:00 P.M., New York City time, as reported by Bloomberg Financial Markets, or if the foregoing do not apply, the last
trade price of such security in the over-the-counter market on the electronic bulletin board for such security as reported by Bloomberg
Financial Markets, or, if no last trade price is reported for such security by Bloomberg Financial Markets, the average of the
bid prices, or the ask prices, respectively, of any market makers for such security as reported in the “pink sheets”
by Pink Sheets LLC. If the Closing Sale Price cannot be calculated for a security on a particular date on any of the foregoing
bases, the Closing Sale Price of such security on such date shall be the fair market value as mutually determined by the Company
and the Holder. If the Company and the Holder are unable to agree upon the fair market value of such security, then the Board of
Directors of the Company shall use its good faith judgment to determine the fair market value. The Board of Directors’ determination
shall be binding upon all parties absent demonstrable error. All such determinations shall be appropriately adjusted for any stock
dividend, stock split, stock combination or other similar transaction during the applicable calculation period.


 


For purposes of Rule 144 promulgated under
the Securities Act, it is intended, understood and acknowledged that the Warrant Shares issued in a cashless exercise transaction
shall be deemed to have been acquired by the Holder, and the holding period for the Warrant Shares shall be deemed to have commenced,
on the date this Warrant was originally issued pursuant to the Conversion Agreement (provided that the Commission continues to
take the position that such treatment is proper at the time of such exercise).


 






    	-5-



    	 



    

 


11. No Fractional Shares. No
fractional Warrant Shares will be issued in connection with any exercise of this Warrant. In lieu of any fractional shares that
would, otherwise be issuable, the number of Warrant Shares to be issued shall be rounded down to the next whole number and the
Company shall pay the Holder in cash the fair market value (based on the Closing Sale Price) for any such fractional shares.


 


12. Notices. Any and all notices
or other communications or deliveries hereunder (including, without limitation, any Exercise Notice) shall be in writing and shall
be deemed given and effective on the earliest of (i) the date of transmission, if such notice or communication is delivered via
facsimile at the facsimile number specified in the Conversion Agreement prior to 5:30 P.M., New York City time, on a Trading
Day, (ii) the next Trading Day after the date of transmission, if such notice or communication is delivered via facsimile at the
facsimile number specified in the Conversion Agreement on a day that is not a Trading Day or later than 5:30 P.M., New York City
time, on any Trading Day, (iii) the Trading Day following the date of mailing, if sent by nationally recognized overnight courier
service specifying next business day delivery, or (iv) upon actual receipt by the party to whom such notice is required to
be given, if by hand delivery. The address and facsimile number of a party for such notices or communications shall be as set forth
in the Conversion Agreement unless changed by such party by two (2) Trading Days’ prior notice to the other party


 


13. Warrant Agent. The Company
shall serve as warrant agent under this Warrant. Upon thirty (30) days’ notice to the Holder, the Company may appoint a new
warrant agent. Any corporation into which the Company or any new warrant agent may be merged or any corporation resulting from
any consolidation to which the Company or any new warrant agent shall be a party or any corporation to which the Company or any
new warrant agent transfers substantially all of its corporate trust or shareholders services business shall be a successor warrant
agent under this Warrant without any further act. Any such successor warrant agent shall promptly cause notice of its succession
as warrant agent to be mailed (by first class mail, postage prepaid) to the Holder at the Holder’s last address as shown
on the Warrant Register.


 


14. Miscellaneous.


 


(a) No
Rights as a Stockholder. The Holder, solely in such Person’s capacity as a holder of this Warrant, shall not be
entitled to vote or receive dividends or be deemed the holder of share capital of the Company for any purpose, nor shall
anything contained in this Warrant be construed to confer upon the Holder, solely in such Person’s capacity as the
Holder of this Warrant, any of the rights of a stockholder of the Company or any right to vote, give or withhold consent to
any corporate action (whether any reorganization, issue of stock, reclassification of stock, consolidation,
merger, amalgamation, conveyance or otherwise), receive notice of meetings, receive dividends or subscription rights, or
otherwise, prior to the issuance to the Holder of the Warrant Shares which such Person is then entitled to receive upon the
due exercise of this Warrant. In addition, nothing contained in this Warrant shall be construed as imposing any liabilities
on the Holder to purchase any securities (upon exercise of this Warrant or otherwise) or as a stockholder of the Company,
whether such liabilities are asserted by the Company or by creditors of the Company.


 


(b) Successors
and Assigns. Subject to compliance with applicable securities laws, this Warrant may be assigned by the Holder. This
Warrant may not be assigned by the Company without the written consent of the Holder. This Warrant shall be binding on and
inure to the benefit of the parties hereto and their respective successors and assigns. Subject to the preceding sentence,
nothing in this Warrant shall be construed to give to any Person other than the Company and the Holder any legal or equitable
right, remedy or cause of action under this Warrant. This Warrant may be amended only in writing signed by the Company and
the Holder, or their successors and assigns.


 






    	-6-



    	 



    

 


(c) Amendment
and Waiver. Except as otherwise provided herein, the provisions of the Warrant may be amended and the Company may take
any action herein prohibited, or omit to perform any act herein required to be performed by it, only if the Company has
obtained the written consent of the Holder of this Warrant.


 


(d)
Acceptance. Receipt of this Warrant by the Holder shall constitute acceptance
of and agreement to all of the terms and conditions contained herein.


 


(e) Governing
Law; Jurisdiction. ALL QUESTIONS CONCERNING THE CONSTRUCTION, VALIDITY, ENFORCEMENT AND INTERPRETATION OF THIS WARRANT
SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO THE
PRINCIPLES OF CONFLICTS OF LAW THEREOF. 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, INCLUDING WITH RESPECT TO THE
ENFORCEMENT OF ANY OF THE TRANSACTION DOCUMENTS ENTERED INTO IN CONNECTION HEREWITH, 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. EACH PARTY HEREBY IRREVOCABLY WAIVES PERSONAL SERVICE OF PROCESS AND CONSENTS TO PROCESS BEING SERVED IT
ANY SUCH SUIT, ACTION OR PROCEEDING BY MAILING A COPY THEREOF VIA REGISTERED OR CERTIFIED MAIL OR OVERNIGHT DELIVERY (WITH
EVIDENCE OF DELIVERY) TO SUCH PARTY AT THE ADDRESS IN EFFECT FOR NOTICES TO IN UNDER THE CONVERSION 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 WAIVES ALL RIGHTS TO
A TRIAL BY JURY. 


 


(d) Headings. The headings
herein are for convenience only, do not constitute a part of this Warrant and shall not be deemed to limit or affect any of the
provisions hereof.


 


(e) Severability. In case
any one or more of the provisions of this Warrant shall be invalid or unenforceable in any respect, the validity and enforceability
of the remaining terms and provisions of this Warrant shall not in any way be affected or impaired thereby, and the parties will
attempt in good faith to agree upon a valid and enforceable provision which shall be a commercially reasonable substitute therefor,
and upon so agreeing, shall incorporate such substitute provision in this Warrant.


 


 


[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK,


SIGNATURE PAGE FOLLOWS]


 






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IN WITNESS WHEREOF,
the Company has caused this Warrant No. Z1/A to be duly executed by its authorized officer as of the date first indicated above.


 





	 	 	 
	ELEPHANT TALK COMMUNICATIONS CORP.	 
	 	 	 
	By:	 	 
	 	Name: Alex Vermeulen	 
	 	Title: General Counsel	 







 


 





[Signature Page to Moncarey Warrant]







 




    	 



    	 



    

SCHEDULE 1


FORM OF EXERCISE NOTICE


 


(To be executed by the Holder to purchase
shares of

Common Stock under the foregoing Warrant)


 


Ladies and Gentlemen:


 


(1)The undersigned is the Holder of
Warrant No. __________ (the “Warrant”) issued by Elephant Talk Communications Corp., a Delaware corporation (the “Company”).
Capitalized terms used herein and not otherwise defined herein have the respective meanings set forth in the Warrant.


 


(2)The undersigned hereby exercises
its right to purchase __________ Warrant Shares pursuant to the Warrant.


  


(3)The Holder intends that payment
of the Exercise Price shall be made as (check one):


 





	 	  ̈	Cash Exercise 	 
	 	 	 	 
	 	  ̈	“Cashless Exercise” under Section 10	 







  


(4)If the Holder has elected a Cash
Exercise, the Holder shall pay the sum of $_______ in immediately available funds to the Company in accordance with the terms of
the Warrant.


 


(5)Pursuant to this Exercise Notice,
the Company shall deliver to the Holder Warrant Shares determined in accordance with the terms of the Warrant.


 


 


Dated:_______________, _____


 


Name of Holder: ___________________________


 


By:__________________________________

Name: _______________________________

Title: _______________________________


(Signature must conform in all respects
to name of Holder as specified on the face of the Warrant)




    	 



    	 



    

SCHEDULE 2


Elephant Talk Communications Corp.


 


FORM OF ASSIGNMENT


 


[To be completed and signed only upon transfer
of Warrant]


 


FOR VALUE RECEIVED, the undersigned hereby
sells, assigns and transfers unto                             
(the “Transferee”) the right represented by the within Warrant to purchase                 
shares of Common Stock of Elephant Talk Communications Corp. (the “Company”) to which the within Warrant relates and
appoints                             
attorney to transfer said right on the books of the Company with full power of substitution in the premises. In connection therewith,
the undersigned represents, warrants, covenants and agrees to and with the Company that:


 


		(a)	the offer and sale of the Warrant contemplated hereby is being made in compliance with Section
4(1) of the United States Securities Act of 1933, as amended (the “Securities Act”) or another valid exemption from
the registration requirements of Section 5 of the Securities Act and in compliance with all applicable securities laws of the states
of the United States;



 


		(b)	the undersigned has not offered to sell the Warrant by any form of general solicitation or general
advertising, including, but not limited to, any advertisement, article, notice or other communication published in any newspaper,
magazine or similar media or broadcast over television or radio, and any seminar or meeting whose attendees have been invited by
any general solicitation or general advertising;



 


		(c)	the undersigned has read the Transferee’s investment letter included herewith, and to its
actual knowledge, the statements made therein are true and correct; and



 


		(d)	the undersigned understands that the Company may condition the transfer of the Warrant contemplated
hereby upon the delivery to the Company by the undersigned or the Transferee, as the case may be, of a written opinion of counsel
(which opinion shall be in form, substance and scope customary for opinions of counsel in comparable transactions) to the effect
that such transfer may be made without registration under the Securities Act and under applicable securities laws of the states
of the United States.



 


	Dated:             ,     	 	
         




         

	 	 	(Signature must conform in all respects to name of holder as specified on the face of the Warrant)
	 	 	
         



         

	 	 	Address of Transferee
	 	 	
         



         

	 	 	
         



         

	In the presence of: