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 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 COMMUNICANTIONS CORP.


 


WARRANT TO PURCHASE COMMON STOCK


 


	Warrant No. Z2/A	Original Issue Date: November 17, 2014


 


Elephant Talk Communications Corp., a Delaware
corporation (the “Company”), hereby certifies that, for value received, Saffelberg Investments NV or its/his
permitted registered assigns (the “Holder”), is entitled to purchase from the Company up to a total of 1,000,000
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 $ 0.93 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 November 17, 2017 (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 partial repayment and the partial conversion of that certain 10% Convertible Note due August 28, 2015 issued
to the Holder by the Company on August 28, 2013 (the “Conversion Agreement”).


 


1.          Unless
the context otherwise requires, when used herein the following terms shall have the meaning indicated:


 


“Affiliate”
means with respect to any person or entity, 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.


 


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


 




    	 



    	 



    

 


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 4(b) 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 in immediately
available funds, by wire transfer or as otherwise directed by the Company, for the number of Warrant Shares as to which this Warrant
is being exercised, 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).
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.


 




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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, 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 DTC 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.


 


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 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.


 


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 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.


 




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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.


 


10.         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) (as defined
below) for any such fractional shares.


 




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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 U.S. Securities and Exchange
Commission continues to take the position that such treatment is proper at the time of such exercise).


 


11.         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 in
accordance with this Section 11.


 


12.         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.


 






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13.         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.


 


(c)          Amendment
and Waiver. Except as otherwise provided herein, the provisions of this 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), 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 IN 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 IT 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.


 




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(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 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 Saffelberg 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 shall pay the sum of $_______ in immediately available funds to the Company in accordance with the terms of the Warrant.


 


(4)         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: