pv108.htm


    
      

      

    

    Exhibit
10.8

     

    REAFFIRMATION AND
RATIFICATION AGREEMENT

     

    May 28,
2008

     

     

    Valens
Offshore SPV I, Ltd.

    c/o
Valens Capital Management, LLC

    355
Madison Avenue

    New York,
New York 10017

     

     

    Ladies
and Gentlemen:

     

    Reference
is made to the (a) Securities Purchase Agreement dated as of November 30, 2005
by and between PERVASIP CORP. (f/k/a/  eLEC Communications Corp.), a
New York corporation (the “Company”), Valens Offshore SPV
I, Ltd. (as assignee of Laurus Master Fund, Ltd., a Cayman Islands company,
“Valens Offshore I”) (as
amended, modified or supplemented from time to time, the “November 2005 Securities Purchase
Agreement”); (b) Securities Purchase Agreement dated as of May 31, 2006
by and between the Company and Valens Offshore I (as amended, modified or
supplemented from time to time, the “May 2006 Securities Purchase
Agreement” and together with the November 2005 Securities Purchase
Agreement, the “Laurus
Securities Purchase Agreements” and each a “Laurus Securities Purchase
Agreement”); (c) the Subsidiary Guaranty dated as of February 8, 2005
made by Vox Communications Corp., a Delaware corporation (“Vox”), AVI Holding Corp, a
Texas corporation (“AVI”) TelcoSoftware.com Corp.,
a Delaware corporation (“Telco”) and Line One, Inc. a
New York corporation (“Line
One”, and together with Vox, AVI and Telco, the “Guarantors”) in favor of
Valens Offshore I (as amended, modified or supplemented from time to time, the
“Subsidiary Guaranty”),
(d) Master Security Agreement dated as of February 8, 2005 made by the Company
and the Guarantors in favor of Valens Offshore I (as amended, modified or
supplemented from time to time, the “Master Security Agreement”)
and (e) Stock Pledge Agreement dated as of February 8, 2005 made by the Company,
in favor of Valens Offshore I (as amended, modified or supplemented from time to
time, the “Stock Pledge
Agreement”) (the Securities Purchase Agreements, the Subsidiary Guaranty,
the Master Security Agreement and the Stock Pledge Agreement, collectively, the
“Existing Laurus
Agreements”).

     

    To induce
(a) Valens Offshore SPV II, Corp. (“Valens Offshore II”, or a
“Purchaser”) and LV
Administrative Services, Inc., as administrative and collateral agent for the
Purchasers (the “Agent”)
to provide financial accommodations to the Company and enter into (i) that
certain Securities Purchase Agreement dated as of the date hereof among the
Company, the Purchaser, the other purchasers from time to time party thereto and
the Agent (as amended, modified or supplemented from time to time, the “2008 Securities Purchase
Agreement”) and (ii) the Related Agreements (as defined in the 2008
Securities Purchase Agreement; and together with the 2008 Securities Purchase
Agreement and the Amended Laurus Notes (as defined below), the “2008 Agreements”) and (b)
Valens Offshore I to agree certain amendments to the Notes as set forth in (i)
that certain Second 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 $1,428,000 and (ii) that certain Fourth 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 $1,966,667 (collectively, the “Amended Laurus Notes”), each
of the Company and the Guarantors hereby:

     

    a. represents
and warrants to Agent, Valens Offshore I, and Valens Offshore II that it has
reviewed and approved the terms and provisions of each of the 2008 Agreements
and the documents, instruments and agreements entered into in connection
therewith;

     

    b. acknowledges,
ratifies and confirms that all of the terms, conditions, representations and
covenants contained in the Existing Laurus Agreements are in full force and
effect and shall remain in full force and effect after giving effect to the
execution and effectiveness of each of the 2008 Agreements (provided that the
representations and warranties made by the Company in the Existing Laurus
Agreements shall be true and correct only as of the date of such
agreements);

     

    c. represents
and warrants that no offsets, counterclaims or defenses exist as of the date
hereof with respect to any of the undersigned’s obligations under any Existing
Laurus Agreements;

     

    d. acknowledges,
ratifies and confirms the grant by each of the Company and the Guarantors to
Valens Offshore I of a security interest in the assets of (including the equity
interests owned by) each of the Company and the Guarantors, respectively, as
more specifically set forth in the Existing Laurus Agreements, as applicable
(the “Security Interest
Grants”) and (ii) that the Security Interest Grants secure all the
Obligations (as defined in the Existing Laurus Agreements); and

     

    e. acknowledges
and confirms that (i) the occurrence of an Event of Default under any of the
Existing Laurus Agreements shall constitute an Event of Default under the 2008
Agreements, (ii) the occurrence of an Event of Default under any of the 2008
Agreements shall constitute an Event of Default under the Existing Laurus
Agreements and (iii) the occurrence of an Event of Default under and as defined
in any document, instrument or agreement by and between any Company and/or any
Guarantor (the “Credit
Parties”) and Agent, Valens Offshore I and Valens Offshore II (and their
respective assignees, collectively the “Creditor Parties”)
shall constitute an Event of Default under and as defined in each other
document, instrument and agreement by and between any Credit Party and any
Creditor Party.

     

    This
letter agreement shall be governed by and construed in accordance with the laws
of the State of New York without regard to the conflicts of law provisions
thereof.   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 or
electronic transmission shall be deemed to be an original signature
hereto.

     

    [The remainder of this page is
intentionally left blank]


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

     

    IN
WITNESS WHEREOF, the undersigned have executed this Reaffirmation and
Ratification Agreement this 28 day of May, 2008.

     

     

    PERVASIP
CORP. (f/k/a/  eLEC Communications Corp.)

     

    
    

    
      	 	By:
      /s/ Paul H.
      Riss
	
               
      

            	
              Name:
      Paul H. Riss

            


    

    
      	
               
      

            	
              Title:
      Chief Executive Officer

            


    

     

    Address:
75 South Broadway, Suite 302

                                             
White Plains, NY 10602

                               Facsimile: 914-682-0820

     

    VOX
COMMUNICATIONS CORP.

     

    
    

    
      	 	 By:
      /s/ Paul H.
      Riss
	
               
      

            	
              Name:
      Paul H. Riss

            


    

    
      	
               
      

            	
              Title:
      Chief Executive Officer

            


    

     

    Address: 
75 South Broadway, Suite 302

              
White Plains, NY 10602

               
Facsimile: 914-682-0820

     

    AVI
HOLDING CORP.

    
       

      
        	 	By:
      /s/ Paul H.
      Riss
	
                 
      

              	
                Name:
      Paul H. Riss

              


      

      
        	
                 
      

              	
                Title:
      Chief Executive Officer

              


      

       

      Address:
75 South Broadway, Suite 302

                                               
White Plains, NY 10602

                                 Facsimile: 914-682-0820

       

    

    TELCOSOFTWARE.COM
CORP.

    
       

      
        	 	By:
      /s/ Paul H.
      Riss
	
                 
      

              	
                Name:
      Paul H. Riss

              


      

      
        	
                 
      

              	
                Title:
      Chief Executive Officer

              


      

       

      Address:
75 South Broadway, Suite 302

                                               
White Plains, NY 10602

                                 Facsimile: 914-682-0820

       

    

    LINE
ONE, INC.

    
       

      
        	 	By:
      /s/ Paul H.
      Riss
	
                 
      

              	
                Name:
      Paul H. Riss

              


      

      
        	
                 
      

              	
                Title:
      Chief Executive Officer

              


      

       

      Address:
75 South Broadway, Suite 302

                                               
White Plains, NY 10602

                                 Facsimile: 914-682-0820

       

      
        
          
          

        

        
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    Acknowledged
and Agreed to by:

     

    LV
ADMINISTRATIVE SERVICES, INC.,

     

    as
Agent

     

    
      	
              By: /s/ Patrick
      Regan

            	 	 


    

    
      	
               
      

            	
              Name:
      Patrick Regan

            


    

    
      	
               
      

            	
              Title:
      Authorized Signatory

            


    

     

    VALENS
OFFSHORE SPV II, CORP.

     

    
      	
              By:

            	
              Valens
      Capital Management, LLC,

            


    

    
      	
               
      

            	
              its
      investment manager

            


    

     

    
      	
              By:/s/ Patrick
      Regan

            	 	 


    

    
      	
               
      

            	
              Name:
      Patrick Regan

            


    

    
      	
               
      

            	
              Title:
      Authorized Signatory

            


    

     

    VALENS OFFSHORE SPV I, LTD.
(as assignee of Laurus Master Fund, Ltd.)

     

    
      	
              By:

            	
              Valens
      Capital Management, LLC,

            


    

    
      	
               
      

            	
              its
      investment manager

            


    

     

    
      	
              By: /s/ Patrick
      Regan

            	 


    

    
      	
               
      

            	
              Name:
      Patrick Regan

            


    

    
      	
               
      

            	
              Title:
      Authorized Signatory

            


    

    
 

    
      
         


      

      
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