Right to Purchase up to Shares of Common Stock of eLEC Communications Corp. (subject to adjustment as provided herein) COMMON STOCK PURCHASE WARRANT

THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE
UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE
SECURITIES LAWS. THIS WARRANT AND THE COMMON STOCK
ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD,
OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE
OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS
WARRANT UNDER SAID ACT AND ANY APPLICABLE STATE
SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY
SATISFACTORY TO eLEC COMMUNICATIONS CORP. THAT SUCH
REGISTRATION IS NOT REQUIRED.
Right to Purchase up to                      Shares of Common Stock of
eLEC Communications Corp.
(subject to adjustment as provided herein)
COMMON STOCK PURCHASE WARRANT
No.				Issue Date: May 1, 2007
eLEC COMMUNICATIONS CORP., a corporation organized under the laws of the State
of New York (“ELEC”), hereby certifies that, for value received,                                            , or their
assigns (the “Holder”), is entitled, subject to the terms set forth below, to purchase from the
Company (as defined herein) from and after the Issue Date of this Warrant and at any time or
from time to time before 5:00 p.m., New York time, through the close of business May 1, 2009
(the “Expiration Date”), up to                        fully paid and nonassessable shares of Common Stock
(as hereinafter defined), at the applicable Exercise Price (as defined below) per share. The
number and character of such shares of Common Stock and the applicable Exercise Price per
share are subject to adjustment as provided herein.
As used herein the following terms, unless the context otherwise requires, have the
following respective meanings:
(a)		The term “Company” shall include ELEC and any corporation which shall
succeed, or assume the obligations of, ELEC hereunder.
(b)		The term “Common Stock” includes (i) the Company’s Common Stock,
par value $0.10 per share; and (ii) any other securities into which or for which any of the
securities described in the preceding clause (i) may be converted or exchanged pursuant
to a plan of recapitalization, reorganization, merger, sale of assets or otherwise.
(c)		The term “Other Securities” refers to any stock (other than Common
Stock) and other securities of the Company or any other person (corporate or otherwise)
which the Holder of this Warrant at any time shall be entitled to receive, or shall have
received, on the exercise of the Warrant, in lieu of or in addition to Common Stock, or

which at any time shall be issuable or shall have been issued in exchange for or in
replacement of Common Stock or Other Securities pursuant to Section 4 or otherwise.
(d)				The “Exercise Price” applicable under this Warrant shall be $0.27.
1.		Exercise of Warrant.
1.1				Number of Shares Issuable upon Exercise. From and after the date hereof
through and including the Expiration Date, the Holder shall be entitled to receive, upon exercise
of this Warrant in whole or in part, by delivery of an original or fax copy of an exercise notice in
the form attached hereto as Exhibit A (the “Exercise Notice”), up to shares of
Common Stock of the Company, subject to adjustment pursuant to Section 4.
1.2				Fair Market Value. For purposes hereof, the “Fair Market Value” of a
share of Common Stock as of a particular date (the “Determination Date”) shall mean:
(a)				If the Company’s Common Stock is traded on the American Stock
Exchange or another national exchange or is quoted on the National or SmallCap Market
of The Nasdaq Stock Market, Inc. (“Nasdaq”), then the closing or last sale price,
respectively, reported for the last business day immediately preceding the Determination
Date.
(b)				If the Company’s Common Stock is not traded on the American Stock
Exchange or another national exchange or on the Nasdaq but is traded on the NASD OTC
Bulletin Board, then the mean of the average of the closing bid and asked prices reported
for the last business day immediately preceding the Determination Date.
(c)				Except as provided in clause (d) below, if the Company’s Common Stock
is not publicly traded, then as the Holder and the Company agree or in the absence of
agreement by arbitration in accordance with the rules then in effect of the American
Arbitration Association, before a single arbitrator to be chosen from a panel of persons
qualified by education and training to pass on the matter to be decided.
(d)				If the Determination Date is the date of a liquidation, dissolution or
winding up, or any event deemed to be a liquidation, dissolution or winding up pursuant
to the Company’s charter, then all amounts to be payable per share to holders of the
Common Stock pursuant to the charter in the event of such liquidation, dissolution or
winding up, plus all other amounts to be payable per share in respect of the Common
Stock in liquidation under the charter, assuming for the purposes of this clause (d) that all
of the shares of Common Stock then issuable upon exercise of the Warrant are
outstanding at the Determination Date.
1.3				Company Acknowledgment. The Company will, at the time of the
exercise of this Warrant, upon the request of the Holder hereof acknowledge in writing its
continuing obligation to afford to such Holder any rights to which such holder shall continue to
be entitled after such exercise in accordance with the provisions of this Warrant. If the Holder
shall fail to make any such request, such failure shall not affect the continuing obligation of the
Company to afford to such Holder any such rights.
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1.4				Trustee for Warrant Holders. In the event that a bank or trust company
shall have been appointed as trustee for the Holder of this Warrant pursuant to Subsection 3.2,
such bank or trust company shall have all the powers and duties of a warrant agent (as
hereinafter described) and shall accept, in its own name for the account of the Company or such
successor person as may be entitled thereto, all amounts otherwise payable to the Company or
such successor, as the case may be, on exercise of this Warrant pursuant to this Section 1.
2.		Procedure for Exercise.
2.1				Delivery of Stock Certificates, Etc., on Exercise. The Company agrees
that the shares of Common Stock purchased upon exercise of this Warrant shall be deemed to be
issued to the Holder as the record owner of such shares as of the close of business on the date on
which this Warrant shall have been surrendered and payment made for such shares in accordance
herewith. As soon as practicable after the exercise of this Warrant in full or in part, and in any
event within three (3) business days thereafter, the Company at its expense (including the
payment by it of any applicable issue taxes) will cause to be issued in the name of and delivered
to the Holder, or as such Holder (upon payment by such Holder of any applicable transfer taxes)
may direct in compliance with applicable securities laws, a certificate or certificates for the
number of duly and validly issued, fully paid and nonassessable shares of Common Stock (or
Other Securities) to which such Holder shall be entitled on such exercise, plus, in lieu of any
fractional share to which such Holder would otherwise be entitled, cash equal to such fraction
multiplied by the then Fair Market Value of one full share, together with any other stock or other
securities and property (including cash, where applicable) to which such Holder is entitled upon
such exercise pursuant to Section 1 or otherwise.
2.2				Exercise. Payment may be made in cash or by certified or official bank
check payable to the order of the Company equal to the applicable aggregate Exercise Price for
the number of Common Shares specified in such Exercise Notice (as such exercise number shall
be adjusted to reflect any adjustment in the total number of shares of Common Stock issuable to
the Holder per the terms of this Warrant). Upon receipt by the Company of any Exercise Notice
and proper payment of the aggregate Exercise Price, the Holder shall thereupon be entitled to
receive the number of duly authorized, validly issued, fully-paid and non-assessable shares of
Common Stock (or Other Securities) determined as provided herein.
3.		Effect of Reorganization, Etc.; Adjustment of Exercise Price.
3.1				Reorganization, Consolidation, Merger, Etc. In case at any time or from
time to time, the Company shall (a) effect a reorganization, (b) consolidate with or merge into
any other person, or (c) transfer all or substantially all of its properties or assets to any other
person under any plan or arrangement contemplating the dissolution of the Company, then, in
each such case, as a condition to the consummation of such a transaction, proper and adequate
provision shall be made by the Company whereby the Holder of this Warrant, on the exercise
hereof as provided in Section 1 at any time after the consummation of such reorganization,
consolidation or merger or the effective date of such dissolution, as the case may be, shall
receive, in lieu of the Common Stock (or Other Securities) issuable on such exercise prior to
such consummation or such effective date, the stock and other securities and property (including
cash) to which such Holder would have been entitled upon such consummation or in connection
3

with such dissolution, as the case may be, if such Holder had so exercised this Warrant,
immediately prior thereto, all subject to further adjustment thereafter as provided in Section 4.
3.2				Dissolution. In the event of any dissolution of the Company following the
transfer of all or substantially all of its properties or assets, the Company, concurrently with any
distributions made to holders of its Common Stock, shall at its expense deliver or cause to be
delivered to the Holder the stock and other securities and property (including cash, where
applicable) receivable by the Holder of this Warrant pursuant to Section 3.1, or, if the Holder
shall so instruct the Company, to a bank or trust company specified by the Holder and having its
principal office in New York, NY as trustee for the Holder of this Warrant (the “Trustee”).
3.3				Continuation of Terms. Upon any reorganization, consolidation, merger
or transfer (and any dissolution following any transfer) referred to in this Section 3, this Warrant
shall continue in full force and effect and the terms hereof shall be applicable to the shares of
stock and other securities and property receivable on the exercise of this Warrant after the
consummation of such reorganization, consolidation or merger or the effective date of
dissolution following any such transfer, as the case may be, and shall be binding upon the issuer
of any such stock or other securities, including, in the case of any such transfer, the person
acquiring all or substantially all of the properties or assets of the Company, whether or not such
person shall have expressly assumed the terms of this Warrant as provided in Section 4. In the
event this Warrant does not continue in full force and effect after the consummation of the
transactions described in this Section 3, then the Company’s securities and property (including
cash, where applicable) receivable by the Holders of the Warrant will be delivered to Holder or
the Trustee as contemplated by Section 3.2.
4.		Extraordinary Events Regarding Common Stock. In the event that the Company
shall (a) issue additional shares of the Common Stock as a dividend or other distribution on
outstanding Common Stock, (b) subdivide its outstanding shares of Common Stock, or (c)
combine its outstanding shares of the Common Stock into a smaller number of shares of the
Common Stock, then, in each such event, the Exercise Price shall, simultaneously with the
happening of such event, be adjusted by multiplying the then Exercise Price by a fraction, the
numerator of which shall be the number of shares of Common Stock outstanding immediately
prior to such event and the denominator of which shall be the number of shares of Common
Stock outstanding immediately after such event, and the product so obtained shall thereafter be
the Exercise Price then in effect. The Exercise Price, as so adjusted, shall be readjusted in the
same manner upon the happening of any successive event or events described herein in this
Section 4. The number of shares of Common Stock that the Holder of this Warrant shall
thereafter, on the exercise hereof as provided in Section 1, be entitled to receive shall be adjusted
to a number determined by multiplying the number of shares of Common Stock that would
otherwise (but for the provisions of this Section 4) be issuable on such exercise by a fraction of
which (a) the numerator is the Exercise Price that would otherwise (but for the provisions of this
Section 4) be in effect, and (b) the denominator is the Exercise Price in effect on the date of such
exercise.
5.		Certificate as to Adjustments. In each case of any adjustment or readjustment in
the shares of Common Stock (or Other Securities) issuable on the exercise of this Warrant, the
Company at its expense will promptly cause its Chief Financial Officer or other appropriate
4

designee to compute such adjustment or readjustment in accordance with the terms of this
Warrant and prepare a certificate setting forth such adjustment or readjustment and showing in
detail the facts upon which such adjustment or readjustment is based, including a statement of (a)
the consideration received or receivable by the Company for any additional shares of Common
Stock (or Other Securities) issued or sold or deemed to have been issued or sold, (b) the number
of shares of Common Stock (or Other Securities) outstanding or deemed to be outstanding, and
(c) the Exercise Price and the number of shares of Common Stock to be received upon exercise
of this Warrant, in effect immediately prior to such adjustment or readjustment and as adjusted or
readjusted as provided in this Warrant. The Company will forthwith mail a copy of each such
certificate to the Holder of this Warrant and any Warrant agent of the Company (appointed
pursuant to Section 11 hereof).
6.		Reservation of Stock, Etc., Issuable on Exercise of Warrant. The Company will
at all times reserve and keep available, solely for issuance and delivery on the exercise of this
Warrant, shares of Common Stock (or Other Securities) from time to time issuable on the
exercise of this Warrant.
7.		Assignment; Exchange of Warrant. Subject to compliance with applicable
securities laws, this Warrant, and the rights evidenced hereby, may be transferred by any
registered holder hereof (a “Transferor”) in whole or in part. On the surrender for exchange of
this Warrant, with the Transferor’s endorsement in the form of Exhibit B attached hereto (the
“Transferor Endorsement Form”) and together with evidence reasonably satisfactory to the
Company demonstrating compliance with applicable securities laws, which shall include,
without limitation, if requested in writing by the Company, the provision of a legal opinion from
the Transferor’s counsel (at the Company’s expense) that such transfer is exempt from the
registration requirements of applicable securities laws, and with payment by the Transferor of
any applicable transfer taxes) will issue and deliver to or on the order of the Transferor thereof a
new Warrant of like tenor, in the name of the Transferor and/or the transferee(s) specified in
such Transferor Endorsement Form (each a “Transferee”), calling in the aggregate on the face or
faces thereof for the number of shares of Common Stock called for on the face or faces of the
Warrant so surrendered by the Transferor.
8.		Replacement of Warrant. On receipt of evidence reasonably satisfactory to the
Company of the loss, theft, destruction or mutilation of this Warrant and, in the case of any such
loss, theft or destruction of this Warrant, on delivery of an indemnity agreement or security
reasonably satisfactory in form and amount to the Company or, in the case of any such
mutilation, on surrender and cancellation of this Warrant, the Company at its expense will
execute and deliver, in lieu thereof, a new Warrant of like tenor.
9.		Warrant Agent. The Company may, by written notice to the Holder of this
Warrant, appoint an agent for the purpose of issuing Common Stock (or Other Securities) on the
exercise of this Warrant pursuant to Section 1, exchanging this Warrant pursuant to Section 7,
and replacing this Warrant pursuant to Section 8, or any of the foregoing, and thereafter any such
issuance, exchange or replacement, as the case may be, shall be made at such office by such
agent.
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10.		Transfer on the Company’s Books. Until this Warrant is transferred on the books
of the Company, the Company may treat the registered Holder hereof as the absolute owner
hereof for all purposes, notwithstanding any notice to the contrary.
11.		Notices, Etc. All notices and other communications from the Company to the
Holder of this Warrant shall be mailed by first class registered or certified mail, postage prepaid,
at such address as may have been furnished to the Company in writing by such Holder or, until
any such Holder furnishes to the Company an address, then to, and at the address of, the last
Holder of this Warrant who has so furnished an address to the Company.
12.		Miscellaneous. This Warrant and any term hereof may be changed, waived,
discharged or terminated only by an instrument in writing signed by the party against which
enforcement of such change, waiver, discharge or termination is sought. This Warrant shall be
governed by and construed in accordance with the laws of State of New York without regard to
principles of conflicts of laws. Any action brought concerning the transactions contemplated by
this Warrant shall be brought only in the state courts of New York or in the federal courts located
in the state of New York; provided, however, that the Holder may choose to waive this provision
and bring an action outside the State of New York. The individuals executing this Warrant on
behalf of the Company agree to submit to the jurisdiction of such courts and waive trial by jury.
The prevailing party shall be entitled to recover from the other party its reasonable attorney’s
fees and costs.  In the event that any provision of this Warrant is invalid or unenforceable under
any applicable statute or rule of law, then such provision shall be deemed inoperative to the
extent that it may conflict therewith and shall be deemed modified to conform with such statute
or rule of law. Any such provision which may prove invalid or unenforceable under any law
shall not affect the validity or enforceability of any other provision of this Warrant. The
headings in this Warrant are for purposes of reference only, and shall not limit or otherwise
affect any of the terms hereof. The invalidity or unenforceability of any provision hereof shall in
no way affect the validity or enforceability of any other provision hereof. The Company
acknowledges that legal counsel participated in the preparation of this Warrant and, therefore,
stipulates that the rule of construction that ambiguities are to be resolved against the drafting
party shall not be applied in the interpretation of this Warrant to favor any party against the other
party.
[BALANCE OF PAGE INTENTIONALLY LEFT BLANK;
SIGNATURE PAGE FOLLOWS.]
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IN WITNESS WHEREOF, the Company has executed this Warrant as of the date first 

written above. 

   eLEC COMMUNICATIONS CORP. 

WITNESS: 

   By:                                                               

   Name:                                                          

   Title:                                                             

7 

EXHIBIT A
FORM OF SUBSCRIPTION
(To Be Signed Only On Exercise Of Warrant)
TO:		eLEC Communications Corp.
		00 Xxxxx Xxxxxxxx, Xxxxx 000
		Xxxxx Xxxxxx, Xxx Xxxx 00000
		Attention:		Chief Financial Officer
		The undersigned, pursuant to the provisions set forth in the attached Warrant (No.____),
hereby irrevocably elects to purchase                  shares of the Common Stock covered by such
Warrant.
		The undersigned herewith makes payment of the full Exercise Price for such shares at the
price per share provided for in such Warrant, which is $___________, in lawful money of the
United States.
		The undersigned requests that the certificates for such shares be issued in the name of,
and delivered to                                                                                         whose address is
___________________________________________________________________  _. ..
		The undersigned represents and warrants that all offers and sales by the undersigned of
the securities issuable upon exercise of the within Warrant shall be made pursuant to registration
of the Common Stock under the Securities Act of 1933, as amended (the “Securities Act”), or
pursuant to an exemption from registration under the Securities Act.
Dated:
						(Signature must conform to name of holder as
						specified on the face of the Warrant)
						Address:
A-1

EXHIBIT B
FORM OF TRANSFEROR ENDORSEMENT
(To Be Signed Only On Transfer Of Warrant)
For value received, the undersigned hereby sells, assigns, and transfers unto the person(s)
named below under the heading “Transferees” the right represented by the within Warrant to
purchase the percentage and number of shares of Common Stock of eLEC Communications
Corp. into which the within Warrant relates specified under the headings “Percentage
Transferred” and “Number Transferred,” respectively, opposite the name(s) of such person(s)
and appoints each such person Attorney to transfer its respective right on the books of eLEC
Communications Corp. with full power of substitution in the premises.
								Percentage		Number
Transferees		Address						Transferred		Transferred
Dated:
				(Signature must conform to name of holder as
				specified on the face of the Warrant)
				Address:
				SIGNED IN THE PRESENCE OF:
				(Name)
ACCEPTED AND AGREED:
[TRANSFEREE]
(Name)
B-1