as of May 28, 2008
Exhibit
10.11
as of May
28, 2008
Pervasip
Corp. (f/k/a eLEC Communications Corp.)
00 Xxxxx
Xxxxxxxx, Xxxxx 000
Xxxxx
Xxxxxx, XX 00000
Attention: Chief
Executive Officer
Ladies
and Gentlemen:
Reference
is made to (a) the Securities Purchase Agreement dated as of the date hereof (as
amended, restated, modified and/or supplemented from time to time, the “Securities Purchase
Agreement”) by and between PERVASIP CORP. (f/k/a/ eLEC
Communications Corp.), a New York corporation (the “Company”), Valens
Offshore SPV II, Corp. (“Valens Offshore”),
Calliope Capital Corporation (“Calliope”), each
other Purchaser from time to time party thereto and LV Administrative Services,
Inc., as administrative and collateral agent for the Purchasers (the “Agent”; and together
with Valens Offshore and the other Purchasers, collectively, the “Creditor Parties”);
(b) the Common Stock Purchase Warrant - No. A-1 dated September 28, 2007 issued
by the Company in favor of Calliope for up to 80,513,758 shares of common stock
of the Company (as amended, restated, modified and/or supplemented from time to
time, “Warrant No.
A-1”); (c) the Common Stock Purchase Warrant - No. A-2 dated September
28, 2007 issued by the Company in favor of Calliope for up to 6,709,480 shares
of common stock of the Company (as amended, restated, modified and/or
supplemented from time to time, “Warrant No. A-2”);
(d) the Common Stock Purchase Warrant - No. A-3 dated September 28, 2007 issued
by the Company in favor of Calliope for up to 20,128,439 shares of common stock
of the Company (as amended, restated, modified and/or supplemented from time to
time, “Warrant No.
A-3”, together with Warrant No. A-1 and Warrant No. A-2, collectively,
the “Calliope
Warrants”); (e) the Common Stock Purchase Warrant - No. B-1 dated
September 28, 2007 issued by the Company in favor of Valens Offshore for up to
14,208,310 shares of common stock of the Company (as amended, restated, modified
and/or supplemented from time to time, “Warrant No. B-1”);
(f) the Common Stock Purchase Warrant - No. B-2 dated September 28, 2007 issued
by the Company in favor of Valens Offshore for up to 1,184,026 shares of common
stock of the Company (as amended, restated, modified and/or supplemented from
time to time, “Warrant
No. B-2”); and (g) the Common Stock Purchase Warrant - No. B-3 dated
September 28, 2007 issued by the Company in favor of Valens Offshore for up to
3,552,078 shares of common stock of the Company (as amended, restated, modified
and/or supplemented from time to time, “Warrant No. B-3”; and
together with Warrant No. X-0, Xxxxxxx Xx. X-0, Xxxxxxx No. A-3, Warrant No. B-1
and Warrant No. B-2, collectively, the “Warrants”). Calliope’s
rights with respect to the Calliope Warrants have been assigned to Valens
Offshore, Laurus Master Fund, Ltd., Valens U.S. SPV I, LLC and PSource
Structured Debt Limited, as applicable; provided, however, that
Calliope remains the record holder of the Calliope
Warrants. Capitalized terms used herein that are not defined shall
have the meanings given to them in the Securities Purchase
Agreement.
In order
to induce Laurus to enter into the Securities Purchase Agreement, the Company
has agreed to amend the Warrants on the terms and conditions set forth
below.
In
consideration of the foregoing and other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the parties hereto
hereby agree that:
The
defined term “Expiration Date” in
each of the Warrants is hereby amended and restated in its entirety to mean
September 28, 2022.
This
letter agreement shall become effective upon receipt by Creditor Parties of a
copy of this letter agreement executed by the Company.
Except as
specifically amended herein, the Securities Purchase Agreement, Warrants and the
other Related Agreements (as defined in the Securities Purchase Agreement) shall
remain in full force and effect, and are hereby ratified and
confirmed. The execution, delivery and effectiveness of this letter
agreement shall not operate as a waiver of any right, power or remedy of any
Creditor Party, nor constitute a waiver of any provision of the Securities
Purchase Agreement, the Warrants and the other Related
Agreements. This letter agreement shall be binding upon and inure to
the benefit of the parties hereto and their respective successors and assigns
and shall be governed by and construed in accordance with the laws of the State
of New York.
[Remainder of Page Intentionally Left
Blank]
This
letter agreement may be executed by the parties hereto in one or more
counterparts, each of which shall be deemed an original and all of which when
taken together shall constitute one and the same agreement. Any
signature delivered by a party by facsimile transmission shall be deemed to be
an original signature hereto.
Very
truly yours,
LV
ADMINISTRATIVE SERVICES, INC.,
as
Agent
| By: /s/ Xxxxxxx Xxxxx | |
|
|
Name:
Xxxxxxx Xxxxx
|
|
|
Title:
Authorized Signatory
|
CALLIOPE
CAPITAL CORPORATION
|
|
By:
|
Laurus
Capital Management, LLC,
|
|
|
its
investment manager
|
| By: /s/ Xxxxxxx Xxxxx | |
|
|
Name:
Xxxxxxx Xxxxx
|
|
|
Title:
Authorized Signatory
|
|
|
By:
|
Valens
Capital Management, LLC,
|
|
|
its
investment manager
|
| By: /s/ Xxxxxxx Xxxxx | |
|
|
Name:
Xxxxxxx Xxxxx
|
|
|
Title:
Authorized Signatory
|
LAURUS
MASTER FUND, LTD.
|
|
By:
|
Laurus
Capital Management, LLC,
|
|
|
its
investment manager
|
| By: /s/ Xxxxxxx Xxxxx | |
|
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Name:
Xxxxxxx Xxxxx
|
|
|
Title:
Authorized Signatory
|
VALENS
U.S. SPV I, LLC
|
|
By:
|
Valens
Capital Management, LLC,
|
|
|
its
investment manager
|
| By: /s/ Xxxxxxx Xxxxx | |
|
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Name:
Xxxxxxx Xxxxx
|
|
|
Title:
Authorized Signatory
|
PSOURCE
STRUCTURED DEBT LIMITED
|
|
By:
|
Laurus
Capital Management, LLC,
|
|
|
its
investment manager
|
| By: /s/ Xxxxxxx Xxxxx | |
|
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Name:
Xxxxxxx Xxxxx
|
|
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Title:
Authorized Signatory
|
CONSENTED
AND AGREED TO:
PERVASIP
CORP. (f/k/a/ eLEC Communications Corp.)
|
By:/s/ Xxxx X.
Xxxx
|
|
|
Name:
Xxxx X. Xxxx
|
|
|
Title:
Chief Executive Officer
|
