ContractNote • June 3rd, 2008 • Pervasip Corp • Telephone communications (no radiotelephone) • New York
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS NOTE UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO PERVASIP CORP. THAT SUCH REGISTRATION IS NOT REQUIRED.
SECURITIES PURCHASE AGREEMENT as Administrative and Collateral Agent THE PURCHASERS From Time to Time Party Hereto and PERVASIP CORP. Dated: May ___, 2008Securities Purchase Agreement • June 3rd, 2008 • Pervasip Corp • Telephone communications (no radiotelephone) • New York
THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of May 28, 2008, among PERVASIP CORP, a New York corporation (the “Company”), the purchasers from time to time a party hereto (each a “Purchaser” and collectively, the “Purchasers”) and LV ADMINISTRATIVE SERVICES, INC., a Delaware corporation, as administrative and collateral agent for each Purchaser (the “Agent”), and together with the Purchasers, the “Creditor Parties”).
FUNDS ESCROW AGREEMENTFunds Escrow Agreement • June 3rd, 2008 • Pervasip Corp • Telephone communications (no radiotelephone) • New York
This Funds Escrow Agreement (this “Agreement”) is dated as of May 28, 2008 among Pervasip Corp., a New York corporation (the “Company”), LV Administrative Services, Inc., as administrative and collateral agent for the Purchasers (as defined in the Purchase Agreement referred to below) (the “Agent”), and Loeb & Loeb LLP (the “Escrow Agent”).
STOCK PLEDGE AGREEMENTStock Pledge Agreement • June 3rd, 2008 • Pervasip Corp • Telephone communications (no radiotelephone) • New York
This Stock Pledge Agreement (as amended, modified, restated or supplemented from time to time, this “Agreement”), dated as of May 28, 2008, among LV ADMINISTRATIVE SERVICES, INC., as administrative and collateral agent for the Creditor Parties (as defined below) (the “Pledgee”), PERVASIP CORP. (f/k/a eLEC Communications Corp.), a New York corporation (the “Company”), and each of the other undersigned parties (the Company and each such other undersigned party, a “Pledgor” and collectively, the “Pledgors”).
REAFFIRMATION AND RATIFICATION AGREEMENTReaffirmation and Ratification Agreement • June 3rd, 2008 • Pervasip Corp • Telephone communications (no radiotelephone) • New York
as of May 28, 2008Amendment to Warrants • June 3rd, 2008 • Pervasip Corp • Telephone communications (no radiotelephone) • New York
PERVASIP CORP. AND CERTAIN OF ITS SUBSIDIARIES MASTER SECURITY AGREEMENTMaster Security Agreement • June 3rd, 2008 • Pervasip Corp • Telephone communications (no radiotelephone) • New York
REAFFIRMATION AND RATIFICATION AGREEMENTReaffirmation and Ratification Agreement • June 3rd, 2008 • Pervasip Corp • Telephone communications (no radiotelephone) • New York
ContractSecurities Purchase Agreement • June 3rd, 2008 • Pervasip Corp • Telephone communications (no radiotelephone) • New York
Reference is made to (i) that certain Securities Purchase Agreement dated as of September 28, 2007 (as amended, restated, modified and/or supplemented from time to time, the “2007 Securities Purchase Agreement”) by and among PERVASIP CORP. (f/k/a eLEC Communications Corp.), a New York corporation (the “Company”), VALENS OFFSHORE SPV II, CORP. (“Valens Offshore II”), VALENS OFFSHORE SPV I, LTD. (as assignee of Calliope Capital Corporation, “Valens Offshore I”; and together with Valens Offshore II, each a “Purchaser” and collectively, the “Purchasers”) and LV ADMINISTRATIVE SERVICES, INC., a Delaware corporation, as administrative and collateral agent for each Purchaser (the “Agent”; and together with the Purchasers, collectively, the “Creditor Parties”), (ii) that certain Amended and Restated Secured Term Note dated the date hereof made by the Company in favor of Valens Offshore I in the original principal amount of $3,400,000 (the “Valens Offshore I Note”), and (iii) that certain Amend
SUBSIDIARY GUARANTYSubsidiary Guaranty • June 3rd, 2008 • Pervasip Corp • Telephone communications (no radiotelephone) • New York
FOR VALUE RECEIVED, and in consideration of note purchases from, loans made or to be made or credit otherwise extended or to be extended by the Purchasers (as defined below) to or for the account of Pervasip Corp. (f/k/a/ eLEC Communications Corp.), a New York corporation (the “Company”), from time to time and at any time and for other good and valuable consideration and to induce the Purchasers, in their discretion, to purchase such notes, make such loans or extensions of credit and to make or grant such renewals, extensions, releases of collateral or relinquishments of legal rights as the Creditor Parties (as defined below) may deem advisable, each of the undersigned (and each of them if more than one, the liability under this Guaranty being joint and several) (jointly and severally referred to as “Guarantors” or “the undersigned”) unconditionally guaranties to the Creditor Parties, their successors, endorsees and assigns the prompt payment when due (whether by acceleration or otherw
