pv109.htm


    
      

      

    

    Exhibit
10.9

     

    REAFFIRMATION AND
RATIFICATION AGREEMENT

     

    May 28,
2008

     

    LV
Administrative Services, Inc., as Agent

    Valens
Offshore SPV I, Ltd.

    Valens
Offshore SPV II, Corp.

    355
Madison Avenue

    New York,
New York 10017

     

    Ladies
and Gentlemen:

     

    Reference
is made to the (a) Securities Purchase Agreement dated as of September 28, 2007
by and between 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 collectively with Valens Offshore II, each, a “Purchaser” and collectively,
the “Purchasers”), the
other purchasers from time to time party thereto and LV Administrative Services,
LLC, as administrative and collateral agent for the Purchasers (the “Agent”; and together with the
Purchasers, collectively, the “Creditor Parties”) (as
amended, modified or supplemented from time to time, the “2007 Securities Purchase
Agreement”); (b) the Subsidiary Guaranty dated as of September 28, 2007
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 the
Creditor Parties (as amended, modified or supplemented from time to time, the
“2007 Subsidiary Guaranty”), (c)
Master Security Agreement dated as of September 28, 2007 made by the Company and
the Guarantors in favor of Agent (as amended, modified or supplemented from time
to time, the “2007 Master Security Agreement”)
and (d) Stock Pledge Agreement dated as of September 28, 2007 made by the
Company, in favor of Agent (as amended, modified or supplemented from time to
time, the “2007 Stock Pledge Agreement”) (the
2007 Securities Purchase Agreement, the 2007 Subsidiary Guaranty, the 2007
Master Security Agreement and the 2007 Stock Pledge Agreement, collectively, the
“2007 Loan
Agreements”).

     

    To induce
(a) Valens Offshore II and 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, Valens Offshore II as a 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, the Amended 2007 Notes (as defined below), and the Amendment Letter
(as defined below), the “2008
Agreements”), (b) the Creditor Parties to agree to certain amendments to
the Notes as set forth in (i) 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 and (ii) that certain Amended and
Restated Secured Term Note dated the date hereof made by the Company in favor of
Valens Offshore II in the original principal amount of $600,000 (collectively,
the “Amended 2007
Notes”), and (c) the Creditor Parties to agree to certain amendments to
the 2007 Securities Purchase Agreement as set forth in that certain Letter re:
Amendment to September 28, 2007 Securities Purchase Agreement dated as of the
date hereof among the Company and the Creditor Parties (the “Amendment Letter”), 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 2007 Loan 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 2007 Loan 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 2007 Loan
Agreements;

     

    d. acknowledges,
ratifies and confirms the grant by each of the Company and the Guarantors to
Agent 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 2007 Loan Agreements, as applicable (the “Security Interest Grants”) and
(ii) that the Security Interest Grants secure all the Obligations (as defined in
the 2007 Loan Agreements); and

     

    e. acknowledges
and confirms that (i) the occurrence of an Event of Default under any of the
2007 Loan 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 2007 Loan 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 any Creditor Party (and their respective assignees) 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
(and their respective assignees).

     

    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.


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

    
 

     

    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 Calliope Capital Corporation)

     

    
      	
              By:

            	
              Valens
      Capital Management, LLC,

            


    

    
      	
               
      

            	
              its
      investment manager

            


    

     

    
      	
              By: /s/ Patrick
      Regan

            	 


    

    
      	
               
      

            	
              Name:
      Patrick Regan

            


    

    
      	
               
      

            	
              Title:
      Authorized Signatory

            


    


    
      
         


      

      
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