Exhibit 4.1


 


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.


 


ELEPHANT TALK COMMUNICATIONS CORP.


 


WARRANT TO PURCHASE COMMON STOCK


 


	Warrant No. 1	Original Issue Date: November 17, 2014


 


Elephant Talk Communications Corp., a Delaware
corporation (the “Company”), hereby certifies that, for value received, Corbin Mezzanine Fund I, L.P. or his
permitted registered assigns (the “Holder”), is entitled to purchase from the Company up to a total of 1,157,895
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 $.95 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 hereof (the “Issue Date”) and through and including 5:30
P.M., New York time, on November 17, 2016 (the “Expiration Date”), and subject to the following terms and conditions:


 


This Warrant (this “Warrant”)
is issued pursuant to that certain senior secured credit facility, dated November 17, 2014 by and among the Company, Atalaya Administrative
LLC (as agent) and the Lenders identified therein (the “Credit Facility”).”


 


1.     Definitions.
In addition to the terms defined elsewhere in this Warrant, capitalized terms that are not otherwise defined herein have the meanings
given to such terms in the Credit Facility.


 


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
Credit Facility 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 (i) certifying that the transferee is an “accredited investor” as defined in Rule
501(a) under the Securities Act and (ii) representing to the Company that the transferee is purchasing the Warrant (or a portion
thereof) for its own account and not with a view toward a distribution within the meaning of the Securities Act, to the Company
at its address specified in the Credit Facility. Notwithstanding the foregoing, no opinion of counsel shall be required in the
case of a transfer by a registered Holder to an Affiliate of such Holder. 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 Issue Date and through and including 5:30 P.M. New York time, on the Expiration Date.
At 5:30 P.M., New York 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 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.


 




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5.     Delivery of
Warrant Shares.


 


(a)     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; provided, that the Holder has complied with
the terms of this Warrant governing the exercise of this Warrant. 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. For purposes of
this Warrant, a “Trading Day” means any day on which the Common Stock is traded on the NYSE MKT LLC (“NYSE
MKT”), or, if the NYSE MKT 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 on
which 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).


 


(b)     If by the close
of the third Trading Day after delivery of a properly completed Exercise Notice and the payment of the aggregate exercise price
in any manner permitted by Section 10 of this Warrant, the Company fails to deliver to the Holder a certificate representing
the required number of Warrant Shares or to credit the Holder’s balance account at DTC for the required number of Warrant
Shares, in each case in the manner required pursuant to Section 5(a), and if after such third Trading Day and prior to the
receipt of such Warrant Shares, the Holder purchases (in an open market transaction or otherwise) shares of Common Stock to deliver
in satisfaction of a sale by the Holder of the Warrant Shares which the Holder anticipated receiving upon such exercise (a “Buy-In”),
then the Company shall, within three Trading Days after the Holder’s request and in the Holder’s sole discretion, either
(1) pay in cash to the Holder an amount equal to the Holder’s total purchase price (including brokerage commissions, if any)
for the shares of Common Stock so purchased, at which point the Company’s obligation to deliver such certificate (and to
issue such Warrant Shares) shall terminate or (2) promptly honor its obligation to deliver to the Holder a certificate or certificates
representing such Warrant Shares and pay cash to the Holder in an amount equal to the excess (if any) of the Holder’s total
purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased in the Buy-In over the product
of (A) the number of shares of Common Stock purchased in the Buy-In, multiplied by (B) the Closing Sale Price of a share of Common
Stock on the Exercise Date.


 




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(c)     To the extent
permitted by law (including the rules of the NYSE MKT or the Company’s principal trading market at the time and the rules
and regulations promulgated by the U.S. Securities and Exchange Commission), the Company’s obligations to issue and deliver
Warrant Shares in accordance with and subject to the terms hereof are absolute and unconditional, irrespective of any action or
inaction by the Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment
against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any
breach or alleged breach by the Holder or any other Person of any obligation to the Company or any violation or alleged violation
of law by the Holder or any other Person, and irrespective of any other circumstance that might otherwise limit such obligation
of the Company to the Holder in connection with the issuance of Warrant Shares. Nothing herein shall limit the Holder’s right
to pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific
performance and/or injunctive relief with respect to the Company’s failure to timely deliver certificates representing shares
of Common Stock upon exercise of the Warrant as required pursuant to the terms hereof.


 


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 affidavit of loss and an indemnity and surety bond, if requested by the Company or the Company’s transfer agent,
in a form that is reasonably satisfactory to the Company and its transfer agent. 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 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.


 




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(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.


 


(d)     Fundamental
Transactions. If, at any time while this Warrant is outstanding (i) the Company effects (A) any merger of the Company
with (but not into) another Person, in which stockholders of the Company immediately prior to such transaction own less than a
majority of the outstanding stock of the surviving entity, or (B) any merger or consolidation of the Company into another Person,
(ii) the Company effects any sale of all or substantially all of its assets in one or a series of related transactions, (iii) any
tender offer or exchange offer approved or authorized by the Company’s Board of Directors is completed pursuant to which
holders of at least a majority of the outstanding Common Stock tender or exchange their shares for other securities, cash or property,
or (iv) the Company effects any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common
Stock is effectively converted into or exchanged for other securities, cash or property (other than as a result of a subdivision
or combination of shares of Common Stock covered by Section 9(a) above) (in any such case, a “Fundamental Transaction”),
then the Holder shall have the right thereafter to receive, upon exercise of this Warrant, the same amount and kind of securities,
cash or property as it would have been entitled to receive upon the occurrence of such Fundamental Transaction if it had been,
immediately prior to such Fundamental Transaction, the holder of the number of Warrant Shares then issuable upon exercise in full
of this Warrant without regard to any limitations on exercise contained herein (the “Alternate Consideration”),
and the Holder shall no longer have the right to receive Warrant Shares upon exercise of this Warrant. The Company shall not effect
any such Fundamental Transaction unless prior to or simultaneously with the consummation thereof, any successor to the Company,
surviving entity or the corporation purchasing or otherwise acquiring such assets or other appropriate corporation or Person shall
assume the obligation to deliver to the Holder, such Alternate Consideration as, in accordance with the foregoing provisions, the
Holder may be entitled to receive, and the other obligations under this Warrant (including without limitation this Section 9(d)
which shall apply to subsequent transactions of an analogous type to any Fundamental Transaction).


 




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(e)     Notice of
Adjustments. Upon the occurrence of each adjustment pursuant to this Section 9, the Company at its expense shall promptly
compute such adjustment, in good faith, in accordance with the terms of this Warrant and prepare a certificate setting forth such
adjustment, including a statement of the adjusted Exercise Price and adjusted number or type of Warrant Shares or other securities
issuable upon exercise of this Warrant (as applicable), describing the transactions giving rise to such adjustments and showing
in reasonable detail the facts upon which such adjustment is based. The Company shall promptly deliver a copy of each such certificate
to the Holder and to the Company’s transfer agent.


 


(f)     Notice of
Corporate Events. If, while this Warrant is outstanding, the Company (i) declares a dividend or any other distribution
of cash, securities or other property in respect of its Common Stock, including, without limitation, any granting of rights or
warrants to subscribe for or purchase any capital stock of the Company, (ii) authorizes or approves, enters into any written agreement
contemplating, or solicits stockholder approval for, any Fundamental Transaction or (iii) authorizes the voluntary dissolution,
liquidation or winding up of the affairs of the Company, then, except if such notice and the contents thereof shall be deemed to
constitute material non-public information, the Company shall deliver to the Holder a notice of such transaction at least five
(5) calendar days prior to the applicable record or effective date on which a Person would need to hold Common Stock in order to
participate in or vote with respect to such transaction; provided, however, that the failure to deliver such notice or any
defect therein shall not affect the validity of the corporate action required to be described in such notice.


 


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.


 




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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 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
closing bid prices 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 (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.     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 Credit Facility prior to 5:30 P.M., New York 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 Credit Facility on a day that is not a Trading Day or later than 5:30 P.M., New York 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 Credit
Facility unless changed by such party by two (2) Trading Days’ prior notice to the other party in accordance with this Section
12.


 




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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.     Representations
and Warranties of Holder. The Holder hereby represents and warrants that (i) the Holder meets the requirements of at least
one of the suitability standards for an “accredited investor” as that term is defined in Regulation D as promulgated
by the United States Securities and Exchange Commission; (ii) the Holder is acquiring the Warrant Shares solely for the Holder’s
account for investment purposes only and not with a view to or intent of resale or distribution thereof, in whole or in part, in
violation of the Securities Act, and the Holder has no present intention of selling, granting any participation in, or otherwise
distributing the same in violation of the Securities Act, without prejudice, however, to the Holder’s right at all times
to sell or otherwise dispose of all or any part of the Warrant Shares in compliance with applicable federal and state securities
laws and in compliance with any transfer restriction to which the applicable Warrant Shares may be subject at any time or from
time to time; and (iii) the Holder has such knowledge and experience in financial, tax, and business matters, and, in particular,
investments in securities, so as to enable it to utilize the information made available to it to evaluate the merits and risks
of an investment in the Company and the Warrant Shares and to make an informed investment decision with respect thereto.


 


15.     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.


 




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(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 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)     Future Actions.
Except and to the extent as waived or consented to by the Holder, the Company shall not by any action, including, without limitation,
amending its certificate of incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution,
issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms
of this Warrant, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such
actions as may be necessary or appropriate to protect the rights of Holder as set forth in this Warrant against impairment. Without
limiting the generality of the foregoing, the Company will (i) take all such action as may be necessary or appropriate in order
that the Company may validly and legally issue fully paid and nonassessable Warrant Shares upon the exercise of this Warrant, and
(ii) use commercially reasonable efforts to obtain all such authorizations, exemptions or consents from any public regulatory body
(including without limitation the NYSE MKT) having jurisdiction thereof as may be necessary to enable the Company to perform its
obligations under this Warrant.


 


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


 


(f)     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,
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 SECTION 12 HEREOF 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.


 




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(g)     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.


 


(h)     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.


 


(i)     No Effect
Upon Lending Relationships. Anything herein to the contrary notwithstanding, nothing contained in this Warrant shall affect,
limit or impair the rights and remedies of the Administrative Agent, any of its or their affiliates, funding or financing sources
or any other lenders in their capacities as lenders to the Company or any of its subsidiaries (each a “Subject Entity”)
pursuant to any agreement under which the Company or any of its subsidiaries has or from time to time will have borrowed money.
Without limiting the generality of the foregoing, neither a Subject Entity nor any such other Person, in exercising its rights
as a lender or other creditor, including making its decision on whether to foreclose on any collateral security, shall have any
duty to consider (a) its status as a direct or indirect equityholder of the Company, (b) the interests of the Company or any of
its subsidiaries or (c) any duty it may have to any other direct or indirect equityholder of the Company, except as may be required
under the applicable loan documents or by commercial law applicable to creditors generally.


 


[REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK,


SIGNATURE
PAGE FOLLOWS]


 




    	10



    	 



    

 


IN WITNESS WHEREOF,
the Company has caused this Warrant No. 1 to be duly executed by its authorized officer as of the date first indicated above.


 


ELEPHANT TALK COMMUNICATIONS CORP.


 


	By:	 	 
	 	Name:	 
	 	Title:	 


 




    	11



    	 



    

 


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: ________________ ____, 2014


 





	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.


 


Dated: ____________________ __, 2014


 





	 	 
	 	(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: