pv1011.htm


    
      

      

    

    Exhibit
10.11

     

    as of May
28, 2008

     

    Pervasip
Corp. (f/k/a eLEC Communications Corp.)

     

    75 South
Broadway, Suite 302

     

    White
Plains, NY 10601

    Attention:  Chief
Executive Officer

     

    Re:  Amendment to
Warrants

     

    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. A-1, Warrant No. A-2, Warrant 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.

     

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    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/ Patrick
      Regan
	
               
      

            	
              Name:
      Patrick Regan

            


    

    
      	
               
      

            	
              Title:
      Authorized Signatory

            


    

     

    CALLIOPE
CAPITAL CORPORATION

     

    
      	
               
      

            	
              By:

            	
              Laurus
      Capital Management, LLC,

            


    

    
      	
               
      

            	
              its
      investment manager

            


    

    
       

      
        	 	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

              


      

       

    

    LAURUS
MASTER FUND, LTD.

     

    
      	
               
      

            	
              By:

            	
              Laurus
      Capital Management, LLC,

            


    

    
      	
               
      

            	
              its
      investment manager

            


    

     

    
      
         

        
          	 	By:
      /s/ Patrick
      Regan
	
                   
      

                	
                  Name:
      Patrick Regan

                


        

        
          	
                   
      

                	
                  Title:
      Authorized Signatory

                


        

         

      

    

    VALENS
U.S. SPV I, LLC

     

    
      	
               
      

            	
              By:

            	
              Valens
      Capital Management, LLC,

            


    

    
      	
               
      

            	
              its
      investment manager

            


    

     

    
      
        
          	 	By:
      /s/ Patrick
      Regan
	
                   
      

                	
                  Name:
      Patrick Regan

                


        

        
          	
                   
      

                	
                  Title:
      Authorized Signatory

                


        

         

      

    

    PSOURCE
STRUCTURED DEBT LIMITED

     

    
      	
               
      

            	
              By:

            	
              Laurus
      Capital Management, LLC,

            


    

    
      	
               
      

            	
              its
      investment manager

            


    

    
      
         

        
          	 	By:
      /s/ Patrick
      Regan
	
                   
      

                	
                  Name:
      Patrick Regan

                


        

        
          	
                   
      

                	
                  Title:
      Authorized Signatory

                


        

         

      

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    CONSENTED
AND AGREED TO:

     

     

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

     

     

    
      	
              By:/s/ Paul H.
      Riss

            	 	 


    

    
      	
               
      

            	
              Name:
      Paul H. Riss

            


    

    
      	
               
      

            	
              Title:
      Chief Executive Officer