| EXECUTION COPY |
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| AMENDMENT NO. 3 TO STOCK PURCHASE AGREEMENT |
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| This AMENDMENT NO. 3 TO STOCK PURCHASE AGREEMENT (this |
| “Amendment”) is made and entered into as of May 22, 2007, by and among eLEC |
| Communications Corp., a New York corporation having an address at 00 Xxxxx Xxxxxxxx Xxxxx |
| 000 Xxxxx Xxxxxx, XX 00000 (“Seller”), CYBD Acquisition II, Inc., a New York corporation |
| and wholly-owned subsidiary of Cyber Digital (as defined below) having an address at 000 Xxxx |
| Xxxxxx, Xxxxxxxxx, Xxx Xxxx 00000 (“Acquisition Sub”), and Cyber Digital, Inc., a New |
| York corporation having an address at 000 Xxxx Xxxxxx, Xxxxxxxxx, Xxx Xxxx 00000 (“Cyber |
| Digital” and, together with Acquisition Sub, collectively, “Purchaser”), to amend that certain |
| Stock Purchase Agreement, dated as of December 14, 2006, as amended by Amendment No. 2 |
| and Amendment No. 1 to Stock Purchase Agreement, dated as of April 13, 2007 and February |
| 27, 2007, respectively, by and among Seller, Acquisition Sub and Cyber Digital (as amended, the |
| “Agreement”). Capitalized terms used but not otherwise defined herein shall have the meanings |
| ascribed to such terms in the Agreement. |
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| RECITALS |
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| WHEREAS, the parties to the Agreement desire to amend the Agreement in accordance |
| with the terms of this Amendment; and |
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| WHEREAS, Section 10.08 of the Agreement provides that the Agreement may be |
| amended by a written instrument signed by the parties to the Agreement. |
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| NOW, THEREFORE, in consideration of the representations, warranties, covenants and |
| agreements hereinafter contained, and intending to be legally bound hereby, the parties hereby |
| agree as follows: |
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| 1.1 |
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Section 3.05(a) of the Agreement; Definition of “Outside Date”. Section 3.05(a) |
| of the Agreement shall be deleted and replaced in its entirety with the following: |
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“(a) |
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at the election of either Purchaser or Seller at any time after May 31, 2007 |
| (the “Outside Date”), if the Closing shall not have then occurred by the close of business |
| on such date, provided that neither Purchaser nor Seller shall be entitled to terminate this |
| Agreement on or after the Outside Date if the principal reason the transactions |
| contemplated hereby shall not have been consummated by such time is the willful and |
| material breach by such party (or in the case of Purchaser, by Cyber Digital or |
| Acquisition Sub) of any of its or their obligations under this Agreement;” |
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| 1.2 |
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Governing Law. All of the terms, conditions, and other provisions of this |
| Amendment shall be interpreted and governed by reference to the laws of the State of New York, |
| and any dispute arising therefrom and the remedies available shall be determined in accordance |
| with such laws without giving effect to the principles of conflicts of law. |
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| 1.3 |
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Binding; No Assignment. This Amendment and all of the provisions hereof shall |
| be binding upon and inure to the benefit of the parties hereto and their respective successors and |
| permitted assigns. Neither this Amendment nor any of the rights, interests or obligations |
| hereunder shall be assigned by any of the parties hereto without the prior written consent of the |
