0001356018-08-000632 Sample Contracts

Contract
Pervasip Corp • October 21st, 2008 • 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.

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FUNDS ESCROW AGREEMENT
Funds Escrow Agreement • October 21st, 2008 • Pervasip Corp • Telephone communications (no radiotelephone) • New York

This Funds Escrow Agreement (this “Agreement”) is dated as of October 15, 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”).

LETTER AGREEMENT
Letter Agreement • October 21st, 2008 • Pervasip Corp • Telephone communications (no radiotelephone) • New York
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