ex101.htm


    
      Exhibit
        10.1

      


       

      COMMON
        STOCK PURCHASE AGREEMENT

       

      


      THIS
        COMMON STOCK PURCHASE AGREEMENT (“Agreement”) is made
        as of August 31, 2007, by and between Elephant Talk Communications, Inc.,
        a
        California corporation (the “Company”),
        and                  ,                  (the
“Investor”).

      


      WHEREAS,
        subject to the terms and conditions set forth in this Agreement and pursuant
        to
        the Securities Act of 1933, as amended (the “Securities Act”)
        and Regulation S promulgated thereunder (“Regulation S”), the
        Company desires to issue and sell to the Investor, and Investor desires to
        purchase from the Company, securities of the Company as more fully described
        in
        this Agreement.

       

      WHEREAS,
        this Agreement is one of several similar agreements for the purchase of an
        aggregate of at least US$ 5,000,000 of Common Stock of the Company (the
“Co-Investment Agreements”) by additional investors (the
“Co-Investors”).

       

      NOW,
        THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Agreement,
        and for other good and valuable consideration the receipt and adequacy of
        which
        are hereby acknowledged, the Company and Investor agree as follows:

       

      
        	
                1.  

              	
                Purchase
                  and Sale of Stock.

              


      

       

      
        	
                1.1.  

              	
                Sale
                  and Issuance of Common Stock. Subject to the terms and conditions of
                  this Agreement, the Investor agrees to purchase at the Closing,
                  and the
                  Company agrees to sell and issue to the Investor at the Closing,
                  $ 50,000
                  of shares of the Company's common stock (the “Common
                  Stock”) at a price 30 percent (thirty %) below the average
                  closing price of the Common Stock as reported on the OTC Bulletin
                  Board
                  for the five (5) days preceding the date of approval of this Agreement
                  by
                  the Company’s Board of Directors. This approval has been granted on August
                  22, 2007.

              


      

       

      
        	
                1.2.  

              	
                Purchase
                  Price. The parties anticipate that all or a portion of the Purchase
                  Price will be paid to the Company within seven (7) days of the
                  date of
                  this Agreement (the “Payment Date”); provided, that if
                  all of the Purchase Price is not paid at the Payment Date, the
                  remaining
                  portion of the Purchase Price shall be paid on or before November
                  30, in
                  one or more installments, together with interest thereon at the
                  rate of 8%
                  per annum for the period of delay. Any portion of the Purchase
                  Price paid
                  before the Closing shall be paid as a deposit pending the Closing
                  and
                  shall be returned to the Investor, without interest, if the Closing
                  has
                  not occurred within hundred twenty (120) days of the date hereof
                  (unless
                  such date is extended by agreement of the Investor). All payments
                  of the
                  Purchase Price shall be made by wire transfer to the following
                  account:

              


      

       

      
        	
                1.3.  

              	
                Closing.
                  The purchase and sale of the Shares shall be consummated (the
                  “Closing”) as soon as practicable following the later
                  to
                  occur of the following events:

              


      

       

      
        	
                (i)  

              	
                approval
                  of this Agreement and the other Co-Investment Agreements by the
                  Board of
                  Directors of the Company (without including the vote of any Investor
                  that
                  serves as a Director);

              


      

       

      
        	
                (ii)  

              	
                the
                  filing of amended and restated articles of incorporation by the
                  Company to
                  increase the number of shares of authorized Common Stock (the
                  “Amended
                  Articles”).

              


      

       

      The
        obligation of the Investor to purchase and acquire the Shares hereunder shall
        be
        subject to (i) the condition that all representations and warranties and
        other
        statements of the Company shall be true and correct as of and on each of
        the
        date of this Agreement and the date of the Closing, (ii) the condition that
        the
        Company shall have performed all of its obligations hereunder theretofore
        to be
        performed, and (ii) purchase of at least US$5,000,000 of Common Stock by
        the
        Co-Investors at the Closing.

       

      
        	
                1.4.  

              	
                Delivery.
                  Within ten (10) business days of the Closing, the Company will
                  deliver to
                  the Investor a certificate or certificates, registered in Investor's
                  name,
                  representing the Shares purchased by Investor hereunder, against
                  payment
                  of the purchase price therefore.

              


      

       

      
        	
                2.  

              	
                Representations
                  and Warranties of the Company. The Company hereby represents and
                  warrants to the Investor as
                  follows:

              


      

       

      
        	
                2.1.  

              	
                Organization
                  and Standing; Articles and By-Laws; The Company is a corporation duly
                  organized and existing under, and by virtue of, the laws of the
                  State of
                  Delaware and is in good standing under such laws. The Company has
                  the
                  requisite corporate power and authority to own and operate its
                  properties
                  and assets, and to carry on its business as presently conducted
                  and as
                  proposed to be conducted.

              


      

       

      
        	
                2.2.  

              	
                Capitalization.
                  The authorized capital stock of the Company consists of 255,000,000
                  shares
                  of Capital Stock, of which 250,000,000 are common stock and 5,000,000
                  are
                  preferred stock. As of June 30, 2007 (the most recent record date
                  of the
                  company), 238,265,927 shares of Common Stock are issued and outstanding
                  and zero (0) shares of preferred are issued and outstanding. No
                  capital
                  stock of the Company has been authorized or issued since the most
                  recent
                  record date. The outstanding shares have been duly authorized and
                  validly
                  issued, and are fully paid and nonassessable. All outstanding securities
                  were issued in compliance with applicable federal or state securities
                  laws.

              


      

       

      
        	
                2.3.  

              	
                Authorization.
                  All corporate action on the part of the Company and its directors
                  necessary for the authorization, execution, delivery and performance
                  of
                  this Agreement by the Company, the authorization, sale, issuance
                  and
                  delivery of the Shares and the performance of all of the Company's
                  obligations hereunder has been taken or will be taken on or before
                  August
                  25, 2007. If board approval for the financing is not received on
                  or before
                  August 25, 2007, this Agreement shall forthwith terminate and cease
                  to
                  have any further force and effect and neither party shall have
                  any further
                  obligation to the other. This Agreement, when executed and delivered
                  by
                  the Company and approved by the Board of Directors, shall constitute
                  a
                  valid and binding obligation of the Company, enforceable in accordance
                  with its terms. The Shares, when issued by the Company in compliance
                  with
                  the provisions of this Agreement, will be validly issued, fully
                  paid and
                  nonassessable, and free of any liens or encumbrances, other than
                  any liens
                  and encumbrances created by or imposed upon the holders thereof
                  through no
                  action of the Company; provided however, the Shares are subject
                  to certain
                  restrictions on transfer under this Agreement and under applicable
                  state
                  and federal securities laws.

              


      

       

      
        	
                2.4.  

              	
                Private
                  Sale. Subject in part to the truth and accuracy of the Investor’s
                  representations and warranties set forth in Section 3 below, the
                  offer and
                  sale of the Shares will not require registration or qualification
                  with the
                  U.S. Securities and Exchange Commission (the “SEC) under the Securities
                  Act of 1933, as amended, pursuant to Regulation S promulgated thereunder,
                  and neither the Company nor any authorized agent acting on its
                  behalf will
                  take any action hereinafter that would cause the loss of such
                  exemption.

              


      

       

      
        	
                2.5.  

              	
                Delivery
                  of SEC Filings. The Company has made available to the Investor through
                  the EDGAR system, true and complete copies of the Company’s most recent
                  Annual Report on Form 10-KSB for the fiscal year ended December
                  31, 2006
                  (the “10-KSB”) and all other reports filed by the Company pursuant to the
                  Securities Exchange Act of 1934, as amended (the “Exchange
                  Act”) since the filing of the 10-KSB and prior to the date
                  hereof
                  (collectively, the “SEC Filings”). The SEC Filings are
                  the only filings required of the Company pursuant to the Exchange
                  Act for
                  such period. The Company and its Subsidiaries are engaged in all
                  material
                  respects only in the business described in the SEC Filings and
                  the SEC
                  Filings contain a complete and accurate description in all material
                  respects of the business of the Company and its Subsidiaries, taken
                  as a
                  whole.

              


      

       

      
        	
                2.6.  

              	
                Information
                  Statement. The parties acknowledge that the holders of a majority of
                  the Company’s Common Stock have approved the Amended Articles by written
                  consent in lieu of a meeting and a preliminary Schedule 14C information
                  statement has been filed with the SEC with respect thereto, but
                  such a
                  final information statement has not been filed with the SEC. The
                  Company
                  shall use its best efforts to file such final information statement
                  with
                  the SEC as soon as practicable and to mail such information statement
                  to
                  the shareholders of the Company. The Company shall also use its
                  best
                  efforts to file the Amended Articles with the Secretary of State
                  of the
                  State of California as soon as
                  possible.

              


      

       

      
        	
                3.  

              	
                Representations
                  and Warranties of the Investor. The Investor hereby represents and
                  warrants to and covenants with the Company
                  that:

              


      

       

      
        	
                3.1.  

              	
                Binding
                  Obligation. This Agreement, when executed and delivered by the
                  Investor, shall constitute a valid and binding obligation of the
                  Investor,
                  enforceable in accordance with its terms. The entering into of
                  this
                  Agreement and the transactions contemplated hereby do not result
                  in the
                  violation of any of the terms and provisions of any law applicable
                  to the
                  Investor or of any agreement, written or oral, to which the Investor
                  may
                  be a party or by which the Investor is or may be bound.  The
                  sale of the Share to the Investor as contemplated in this Agreement
                  complies with or is exempt from the applicable securities legislation
                  of
                  the jurisdiction of residence of the
                  Investor.

              


      

       

      
        	
                3.2.  

              	
                No
                  Registration. The Investor acknowledges and agrees that the Shares
                  will be offered and sold to the Investor without such offer and
                  sale being
                  registered under the Securities Act, or under any
                  state securities or "blue sky" laws of any state of the U.S., and
                  will be issued to the Investor in an offshore transaction outside
                  of the
                  United States in accordance with a safe harbour from the registration
                  requirements of the Securities Act provided by Regulation S. As
                  such, the
                  Investor further acknowledges and agrees that the Shares will,
                  upon
                  issuance, be “restricted securities” within the meaning of the Securities
                  Act. The Investor understands that the Shares may not be offered
                  or sold
                  in the U.S. or,
                  directly or indirectly, to U.S. Persons, as that term is defined
                  in Regulation
                  S, except in accordance with
                  the provisions of Regulation S, pursuant to an effective
                  registration statement
                  under the Securities Act, or pursuant to an exemption from, or
                  in a transaction
                  not subject to, the registration requirements of the Securities
                  Act and
                  in each case in accordance with applicable state and federal securities
                  laws.. Neither the SEC nor any other securities commission or similar
                  regulatory authority has reviewed or passed on the merits of the
                  Shares.
                  The statutory and regulatory basis for the exemption claimed for
                  the offer
                  of the Shares, although in technical compliance with
                  Regulation S, would not be available if the offering is part of
                  a plan or
                  scheme to evade the registration provisions of the Securities Act
                  or any
                  applicable state and federal securities
                  laws.

              


      

       

      
        	
                3.3.  

              	
                Investor
                  Not a U.S. Person. The Investor is not a U.S. Person (as defined in
                  Regulation S under the Securities Act). The Investor is not acquiring
                  the
                  Shares for the account or benefit of, directly or indirectly, any
                  U.S.
                  Person.

              


      

       

      
        	
                3.4.  

              	
                Purchase
                  Entirely for Own Account. The Investor understands that the Company is
                  making this Agreement with the Investor in reliance upon the Investor's
                  representation to the Company, which by the Investor's execution
                  of this
                  Agreement the Investor hereby confirms, that the Investor is outside
                  the
                  United States when receiving and executing this Agreement and is
                  acquiring
                  the Shares as principal for the Investor's own account, not as
                  a nominee
                  or agent, and not with a view to the resale or distribution of
                  any part
                  thereof, and that the Investor has no present intention of selling,
                  granting any participation in, or otherwise distributing the same.
                  By
                  executing this Agreement, the Investor further represents that
                  the
                  Investor does not have any contract, undertaking, agreement or
                  arrangement
                  with any person to sell, transfer or grant participations to such
                  person
                  or to any third person, with respect to any of the
                  Shares.

              


      

       

      
        	
                3.5.  

              	
                No
                  Underwriter. The Investor is not an underwriter of, or dealer in, the
                  common shares of the Company, nor is the Investor participating,
                  pursuant
                  to a contractual agreement or otherwise, in the distribution of
                  the
                  Shares.

              


      

       

      
        	
                3.6.  

              	
                Investment
                  Experience. The Investor acknowledges that it is able to fend for
                  itself, can bear the economic risk of its investment and has such
                  knowledge and experience in financial or business matters that
                  it is
                  capable of evaluating the merits and risks of the investment in
                  the Shares
                  and has the ability to bear the economic risks of its prospective
                  investment and can afford the complete loss of such
                  investment.

              


      

       

      
        	
                3.7.  

              	
                No
                  Directed Selling Efforts. The Investor acknowledges that the Investor
                  has not acquired the Shares as a result of, and will not itself
                  engage in,
                  any "directed selling efforts" (as defined in Regulation S
                  under the Securities Act) in the U.S. in respect of the Shares
                  which would
                  include any activities undertaken for the purpose of, or that could
                  reasonably be expected to have the effect of, conditioning the
                  market in
                  the U.S. for the resale of the Shares; provided, however, that
                  the
                  Investor may sell or otherwise dispose of the Shares pursuant to
                  registration of the Shares pursuant to the Securities Act and any
                  applicable state and federal securities laws or under an exemption
                  from
                  such registration requirements and as otherwise provided
                  herein.

              


      

       

      
        	
                3.8.  

              	
                No
                  General Solicitation. The Investor is not aware of any advertisement
                  of any of the Shares and is not acquiring the Shares as a result
                  of any
                  form of general solicitation or general advertising including
                  advertisements, articles, notices or other communications published
                  in any
                  newspaper, magazine or similar media or broadcast over radio or
                  television, or any seminar or meeting whose attendees have been
                  invited by
                  general solicitation or general
                  advertising.

              


      

       

      
        	
                3.9.  

              	
                Disclosure
                  of Information.  The decision to execute this Agreement and
                  acquire the Shares hereunder has not been based upon any oral or
                  written
                  representation as to fact or otherwise made by or on behalf of
                  the
                  Company, and such decision is based entirely upon a review of information
                  (the receipt of which is hereby acknowledged) which has been filed
                  by the
                  Company with the SEC. The Investor and the Investor's advisor(s)
                  have had
                  a reasonable opportunity to ask questions of and receive answers
                  from the
                  Company in connection with the distribution of the Shares hereunder,
                  and
                  to obtain additional information, to the extent possessed or obtainable
                  without unreasonable effort or expense, necessary to verify the
                  accuracy
                  of the information about the Company. The Investor acknowledges
                  that it
                  has had access to all the information it considers necessary or
                  appropriate for deciding whether to purchase the Shares. Notwithstanding
                  the Company’s representations set forth in Section 2.2 above, the Investor
                  acknowledges that the Company is (1) concurrently negotiating with
                  other
                  prospective investors for the purchase and sale of additional shares
                  of
                  Common Stock and (2) preparing an Employee Compensation Plan pursuant
                  to
                  which the Company may issue additional shares of Common
                  Stock.

              


      

       

      
        	
                3.10.  

              	
                U.S.
                  Civil Remedies. The Investor is acquiring the Shares pursuant to an
                  exemption from the registration and prospectus requirements of
                  applicable
                  securities legislation in all jurisdictions relevant to this subscription,
                  and, as a consequence, the Investor will not be entitled to use
                  most of
                  the civil remedies available under applicable securities legislation
                  and
                  the Investor will not receive information that would otherwise
                  be required
                  to be provided to the Investor pursuant to applicable securities
                  legislation.

              


      

       

      
        	
                3.11.  

              	
                No
                  Other Representations. No person has made to the Investor any written
                  or oral representations:

              


      

       

      
        	
                3.11.1.  

              	
                that
                  any person will resell or repurchase any of the
                  Shares;

              


      

       

      
        	
                3.11.2.  

              	
                that
                  any person will refund the purchase price of any of the
                  Shares;

              


      

       

      
        	
                3.11.3.  

              	
                as
                  to the future price or value of any of the Shares;
                  or

              


      

       

      
        	
                3.11.4.  

              	
                that
                  any of the Shares will be listed and posted for trading on any
                  stock
                  exchange or automated dealer quotation system or that application
                  has been
                  made to list and post any of the Shares of the Company on any stock
                  exchange or automated dealer quotation
                  system.

              


      

       

      
        	
                3.12.  

              	
                No
                  Registration Rights. Except as provided in this Agreement, the
                  Investor acknowledges that the Company has not undertaken, and
                  will have
                  no obligation, to register any of the Shares under the Securities
                  Act.

              


      

       

      
        	
                3.13.  

              	
                Indemnification.
                  The Investor will indemnify and hold harmless the Company and,
                  where
                  applicable, its directors, officers, employees, agents, advisors
                  and
                  shareholders, from and against any and all loss, liability, claim,
                  damage
                  and expense whatsoever (including, but not limited to, any and
                  all fees,
                  costs and expenses whatsoever reasonably incurred in investigating,
                  preparing or defending against any claim, lawsuit, administrative
                  proceeding or investigation whether commenced or threatened) arising
                  out
                  of or based upon any representation or warranty of the Investor
                  contained
                  herein or in any document furnished by the Investor to the Company
                  in
                  connection herewith being untrue in any material respect or any
                  breach or
                  failure by the Investor to comply with any covenant or agreement
                  made by
                  the Investor to the Company in connection
                  therewith.

              


      

       

      
        	
                3.14.  

              	
                OTC
                  Bulletin Board. None of the Shares are listed on any stock exchange or
                  automated dealer quotation system and no representation has been
                  made to
                  the Investor that any of the Shares will become listed on any stock
                  exchange or automated dealer quotation system, except that currently
                  market makers make a market for the Company's common shares on
                  the NASD's
                  OTC Bulletin Board.

              


      

       

      
        	
                3.15.  

              	
                Investor’s
                  Advisors. The Investor has been advised to consult the Investor's own
                  legal, tax and other advisors with respect to the merits and risks
                  of an
                  investment in the Units and with respect to applicable resale
                  restrictions, and it is solely responsible (and the Company is
                  not in any
                  way responsible) for compliance
                  with:

              


      

       

      
        	
                3.15.1.  

              	
                any
                  applicable laws of the jurisdiction in which the Investor is resident
                  in
                  connection with the distribution of the Units hereunder,
                  and

              


      

       

      
        	
                3.15.2.  

              	
                applicable
                  resale restrictions; and

              


      

       

      
        	
                3.15.3.  

              	
                this
                  Agreement is not enforceable by the Investor unless it has been
                  accepted
                  by the Company, and the Investor acknowledges and agrees that the
                  Company
                  reserves the right to reject any subscription for any
                  reason.

              


      

       

      
        	
                3.16.  

              	
                Legends.
                  The Investor acknowledges and agrees that all certificates representing
                  the Shares will be endorsed with the following legend, or such
                  similar
                  legend as deemed advisable by legal counsel for the Purchaser,
                  to ensure
                  compliance with Regulation S and to reflect the status of the Shares
                  as
                  restricted securities:

              


      

       

      
        	
                3.16.1.  

              	
                “THE
                  SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
                  UNDER
                  THE SECURITIES ACT OF 1933 (THE "ACT"), AND HAVE BEEN ISSUED IN
                  RELIANCE
                  UPON AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT
                  PROVIDED
                  BY REGULATION S PROMULGATED UNDER THE ACT. SUCH SECURITIES MAY
                  NOT BE
                  REOFFERED FOR SALE OR RESOLD OR OTHERWISE TRANSFERRED EXCEPT IN
                  ACCORDANCE
                  WITH THE PROVISIONS OF REGULATION S, PURSUANT TO AN EFFECTIVE REGISTRATION
                  UNDER THE ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION
                  UNDER THE ACT. HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY
                  NOT BE
                  CONDUCTED UNLESS IN COMPLIANCE WITH THE
                  ACT.

              


      

       

      THE
        SALE
        OR TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IS SUBJECT
        TO THE
        TERMS AND CONDITONS OF A CERTAIN AGREEMENT BETWEEN THE CORPORATION AND CERTAIN
        HOLDERS OF STOCK OF THE CORPORATION.  COPIES OF SUCH AGREEMENT MAY BE
        OBTAINED UPON WRITTEN REQUEST TO THE SECRETARY OF THE CORPORATION.”

       

      
        	
                3.16.2.  

              	
                Any
                  legend required by the laws of any State, including any legend
                  required by
                  the California Department of Corporations and Sections 417 and
                  418 of the
                  California Corporations Code.

              


      

       

      
        	
                3.17.  

              	
                Prohibited
                  Transactions. During the last thirty (30) days prior to the date
                  hereof, neither Investor nor any Affiliate of Investor which (x)
                  had
                  knowledge of the transactions contemplated hereby, (y) has or shares
                  discretion relating to Investor’s investments or trading or information
                  concerning Investor’s investments, including in respect of the Shares, or
                  (z) is subject to Investor’s review or input concerning such Affiliate’s
                  investments or trading (collectively, “Trading
                  Affiliates”) has, directly or indirectly, effected or agreed to
                  effect any short sale, whether or not against the box, established
                  any
                  “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange
                  Act) with respect to the Common Stock, granted any other right
                  (including,
                  without limitation, any put or call option) with respect to the
                  Common
                  Stock or with respect to any security that includes, relates to
                  or derived
                  any significant part of its value from the Common Stock or otherwise
                  sought to hedge its position in the Shares or sold any Common Stock
                  (each,
                  a “Prohibited Transaction”). At no time prior to the
                  termination of this Agreement, shall Investor or its Trading Affiliates
                  engage, directly or indirectly, in a Prohibited
                  Transaction.

              


      

       

      
        	
                3.18.  

              	
                No
                  Pre-Emptive Rights. The Investor acknowledges and agrees that the
                  Shares will not be subject to any anti-dilution rights, pre-emptive
                  rights, rights of first refusal, co-sale, tag-along or similar
                  rights.

              


      

       

      
        	
                3.19.  

              	
                Lock-Up
                  Agreement.  As an inducement to the Company to enter into
                  this Agreement and to sell the Shares hereby, the Investor hereby
                  agrees
                  that until the first anniversary of the date hereof, the Investor
                  will not
                  offer, sell, contract to sell, pledge or otherwise dispose of,
                  directly or
                  indirectly, any of the Shares (including any securities issued
                  with
                  respect to the Shares in stock dividends, stock splits, recapitalizations
                  or other similar events), or enter into a transaction which would
                  have the
                  same effect, or publicly disclose the intention to make any such
                  offer,
                  sale, pledge or disposal without the prior unanimous written consent
                  of
                  the Board of Directors of the Company.  In furtherance of the
                  foregoing, the Company and its transfer agent and registrar are
                  hereby
                  authorized to decline to make any transfer of the Shares (including
                  any
                  securities issued with respect to the Shares in stock dividends,
                  stock
                  splits, recapitalizations or other similar events) if such transfer
                  would
                  constitute a violation or breach of this
                  Agreement.

              


      

       

      
        	
                4.  

              	
                Miscellaneous.

              


      

       

      
        	
                4.1.  

              	
                Survival
                  of Warranties. The warranties, representations and covenants of the
                  Company and the Investor contained in or made pursuant to this
                  Agreement
                  shall survive the execution and delivery of this Agreement and
                  the
                  Closing.

              


      

       

      
        	
                4.2.  

              	
                Successors
                  and Assigns. Except as otherwise provided herein, the terms and
                  conditions of this Agreement shall inure to the benefit of and
                  be binding
                  upon the respective successors and assigns of the parties (including
                  transferees of any Shares sold hereunder). Nothing in this Agreement,
                  express or implied, is intended to confer upon any party other
                  than the
                  parties hereto or their respective successors and assigns any rights,
                  remedies, obligations, or liabilities under or by reason of this
                  Agreement, except as expressly provided in this
                  Agreement.

              


      

       

      
        	
                4.3.  

              	
                Governing
                  Law; Venue. This Agreement is being delivered and shall be construed
                  and enforced in accordance with and governed by the laws of California
                  applicable to contracts which are wholly executed, written and
                  performed
                  within California. By execution and delivery of this Agreement,
                  the
                  parties agree and accept that any legal action or proceeding brought
                  with
                  respect to this Agreement shall be brought in the court of appropriate
                  jurisdiction in and for the County of San Francisco, State of California,
                  and the parties expressly waive any objection to personal jurisdiction,
                  venue or forum non conveniens.

              


      

       

      
        	
                4.4.  

              	
                Counterparts.
                  This Agreement may be executed in two or more counterparts, each
                  of which
                  shall be deemed an original, but all of which together shall constitute
                  one and the same instrument.

              


      

       

      
        	
                4.5.  

              	
                Titles
                  and Subtitles. The titles and subtitles used in this Agreement are
                  used for convenience only and are not to be considered in construing
                  or
                  interpreting this Agreement.

              


      

       

      
        	
                4.6.  

              	
                Notices.
                  Unless otherwise provided, any notice required or permitted under
                  this
                  Agreement shall be given in writing and shall be deemed effectively
                  given
                  upon personal delivery to the party to be notified or on three
                  (3) days
                  after the date of deposit with the United States Post Office, by
                  registered or certified mail, postage prepaid and addressed to
                  the Company
                  at the above address or to the Investor at the address indicated
                  on the
                  signature page hereof, or at such other address as the Investor
                  may
                  designate by written notice to the
                  Company.

              


      

       

      
        	
                4.7.  

              	
                Litigation.
                  If any action at law or in equity is necessary to enforce or interpret
                  the
                  terms of this Agreement, the prevailing party shall be entitled
                  to
                  reasonable attorney's fees, costs and necessary disbursements in
                  addition
                  to any other relief to which such party may be
                  entitled.

              


      

       

      
        	
                4.8.  

              	
                Amendments
                  and Waivers. Any term of this Agreement may be amended and the
                  observance of any term of this Agreement may be waived (either
                  generally
                  or in a particular instance and either retroactively or prospectively),
                  only with the written consent of the waiving party. Any amendment
                  or
                  waiver affected in accordance with this paragraph shall be binding
                  upon
                  each holder of any Common Stock purchased under this Agreement
                  at the time
                  outstanding, each future holder of all such Common Stock, and the
                  Company.

              


      

       

      
        	
                4.9.  

              	
                Severability.
                  If one or more provisions of this Agreement are held to be unenforceable
                  under applicable law, such provision shall be excluded from this
                  Agreement
                  and the balance of the Agreement shall be interpreted as if such
                  provision
                  were so excluded and shall be enforceable in accordance with its
                  terms.

              


      

       

      
        	
                4.10.  

              	
                Complete
                  Agreement. This Agreement constitutes the entire agreement between the
                  parties hereto with respect to the subject matter hereof and supersedes
                  all prior agreements and understandings by and between the Investor
                  and
                  the Company.

              


      

      


      


      IN
        WITNESS WHEREOF, the parties have executed this Common Stock Purchase Agreement
        dated August 31, 2007

      


      


      
        	
                “COMPANY”

              
	
                Elephant
                  Talk Communications, Inc.,

              
	
                a
                  California corporation

              
	 	 
	
                By:

              	 
	 	
                Steven
                  van der Velden, CEO

              


      

      


      


      THE
        UNDERSIGNED PURCHASER UNDERSTANDS THAT AN INVESTMENT IN THE STOCK OF THE
        COMPANY
        IS SPECULATIVE IN NATURE AND INVOLVES A HIGH DEGREE OF RISK. PURCHASER
        UNDERSTANDS AND HAS CAREFULLY CONSIDERED THE RISKS INVOLVED IN AN INVESTMENT
        IN
        THE STOCK OF THE COMPANY, AND CAN WITHSTAND THE TOTAL LOSS OF THE
        INVESTMENT.

      


      


      
        	
                “INVESTOR”