Exhibit
10.3


NEITHER
THIS DEBENTURE NOR THE SECURITIES INTO WHICH THIS DEBENTURE IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE
COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO,
THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.


Original
Issuance Date:May 31, 2006$1,000,000.00


Debenture
Number:PVSP – 59FF 002


 


PERVASIP
CORP.


Secured
Amended & Restated Convertible Debenture


 


FOR
VALUE RECEIVED, PERVASIP CORP. (hereinafter called the “Obligor”
or the “Company”), hereby promises to pay to 112359 FACTOR FUND, LLC
(the “Holder”) or its successors and assigns the principal sum of ONE MILLION DOLLARS ($1,000,000)
in Obligor in cash or common stock on the terms and conditions hereof on or before December 31, 2014 (the “Maturity
Date”).


Interest.
Interest shall accrue on the outstanding principal balance hereof at an annual rate of TWO
PERCENT (2%). Interest shall be calculated on the basis of a 365-day year and the actual number of days elapsed, to
the extent permitted by applicable law. Interest hereunder will be paid to the Holder or its assignee in whose name this Debenture
is registered on the records of the Obligor regarding registration and transfers of Debentures at the option of the Obligor in
cash, or converted into Common Stock at applicable Conversion Price on the Trading Day immediately prior to the date paid provided
that such shares are freely tradable by the Holder.


This
Debenture is subject to the following additional provisions:


Section
1.Conversion.


(a)Conversion
Procedure.


	(i)		This Debenture shall be convertible
into shares of Common Stock at the option of the Holder, in whole or in part at any time and from time to time, after the Effective
Date (set forth above) (subject to the limitations on conversion set forth in Sections 1(b)and 1(c) hereof). The Debenture
shall continue to be convertible on and after the Demand Date, until it is satisfied in full. The number of shares of Common Stock
issuable upon a conversion hereunder equals the quotient obtained by dividing (x) the outstanding amount of this Debenture to
be converted by (y) the Conversion Price (as defined in Section 1(c)(i)). The Obligor shall deliver Common Stock certificates
to the Holder prior to the Fifth (5th) Trading Day after a Conversion Date.



	(ii)		The Holder shall effect conversions
by delivering to the Obligor a completed notice in the form attached hereto as Exhibit A (a “Conversion Notice”).
The date on which a Conversion Notice is delivered is the “Conversion Date.” Unless the Holder is converting the entire
principal amount outstanding under this Debenture, the Holder is not required to physically surrender this Debenture to the Obligor
in order to effect conversions. Conversions hereunder shall have the effect of lowering the outstanding principal amount of this
Debenture in an amount equal to the applicable conversion. The Holder and the Obligor shall maintain records showing the principal
amount converted and the date of such conversions. In the event of any dispute or discrepancy, the records of the Holder shall
be controlling and determinative in the absence of manifest error.



	(b)		Certain Conversion Restrictions.
A Holder may not convert this Debenture to the extent such conversion would result in the Holder, together with any affiliate
thereof, beneficially owning (as determined in accordance with Section 13(d) of the Exchange Act and the rules promulgated thereunder)
in excess of 4.99% of the then issued and outstanding shares of Common Stock, including shares issuable upon conversion of this
Debenture held by such Holder after application of this Section. Since the Holder will not be obligated to report to the Obligor
the number of shares of Common Stock it may hold at the time of a conversion hereunder, unless the conversion at issue would result
in the issuance of shares of Common Stock in excess of 4.99% of the then outstanding shares of Common Stock without regard to
any other shares which may be beneficially owned by the Holder or an affiliate thereof, the Holder shall have the authority and
obligation to determine whether the restriction contained in this Section will limit any particular conversion hereunder and to
the extent that the Holder determines that the limitation contained in this Section applies, the determination of which portion
of the principal amount of this Debenture is convertible shall be the responsibility and obligation of the Holder. If the Holder
has delivered a Conversion Notice for a principal amount of this Debenture that, without regard to any other shares that the Holder
or its affiliates may beneficially own, would result in the issuance in excess of the permitted amount hereunder, the Obligor
shall notify the Holder of this fact and shall honor the conversion for the maximum principal amount permitted to be converted
on such Conversion Date in accordance with the periods described in Section 1(a)(i) and, at the option of the Holder, either
retain any principal amount tendered for conversion in excess of the permitted amount hereunder for future conversions or return
such excess principal amount to the Holder. The provisions of this Section may be waived by a Holder (but only as to itself and
not to any other Holder) upon not less than 65 days prior notice to the Obligor. Other Holders shall be unaffected by any such
waiver.



	(c)		Conversion Price and Adjustments
to Conversion Price.



	(i)		The “Conversion Price”
in effect on any Conversion Date shall be equal to $0.01. Notwithstanding anything stated herein to the contrary, this Debenture
shall be converted on the Payment Compliance Date into shares of Common Stock in an amount equal to the lesser of (a) the
outstanding balance due under the Exchange Debenture divided by the Conversion Price, or (b) 9.99% of the then-current issued
and outstanding Common Stock. As used herein, the term “Payment Compliance Date” shall mean the date on which all
amounts due under Obligor debenture numbered PVSP – 59FF 001 (and any amendments thereto) have been fully paid. FOR SO
LONG AS NO EVENT OF DEFAULT HAS OCCURRED UNDER THE TRANSACTION DOCUMENTS WHICH REMAINS UNCURED FOR MORE THAN 60 DAYS, NO CONVERSIONS
OF THIS DEBENTURE SHALL BE PERMITTED UNLESS WAIVED BY OBLIGOR PRIOR TO THE PAYMENT COMPLIANCE DATE.



	(ii)		In case of any reclassification
of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is converted into other securities, cash
or property, the Holder shall have the right thereafter to, at its option, (A) convert the then outstanding principal amount and
any other amounts then owing hereunder in respect of this Debenture into the shares of stock and other securities, cash and property
receivable upon or deemed to be held by holders of the Common Stock following such reclassification or share exchange, and the
Holder of this Debenture shall be entitled upon such event to receive such amount of securities, cash or property as the shares
of the Common Stock of the Obligor into which the then outstanding principal amount and any other amounts then owing hereunder
in respect of this Debenture could have been converted immediately prior to such reclassification or share exchange would have
been entitled, or (B) require the Obligor to prepay the outstanding principal amount of this Debenture, plus all other amounts
due and payable thereon. The entire prepayment price shall be paid in cash. This provision shall similarly apply to successive
reclassifications or share exchanges.



	(iii)		All calculations under this
Section 1 shall be rounded up to the nearest $0.0001 or whole share.



	(iv)		If (A) the Obligor shall declare
a dividend (or any other distribution) on the Common Stock; (B) the Obligor shall declare a special nonrecurring cash dividend
on or a redemption of the Common Stock; (C) the Obligor shall authorize the granting to all holders of the Common Stock rights
or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights; (D) the approval of any stockholders
of the Obligor shall be required in connection with any reclassification of the Common Stock, any consolidation or merger to which
the Obligor is a party, any sale or transfer of all or substantially all of the assets of the Obligor, of any compulsory share
exchange whereby the Common Stock is converted into other securities, cash or property; or (E) the Obligor shall authorize the
voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Obligor; then, in each case, the Obligor
shall cause to be filed at each office or agency maintained for the purpose of conversion of this Debenture, and shall cause to
be mailed to the Holder at its last address as it shall appear upon the stock books of the Obligor, at least twenty (20) calendar
days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is
to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken,
the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights
or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share
exchange is expected to become effective or close, and the date as of which it is expected that holders of the Common Stock of
record shall be entitled to exchange their shares of the Common Stock for securities, cash or other property deliverable upon
such reclassification, consolidation, merger, sale, transfer or share exchange, provided, that the failure to mail such notice
or any defect therein or in the mailing thereof shall not affect the validity of the corporate action required to be specified
in such notice. The Holder is entitled to convert this Debenture during the 20-day calendar period commencing the date of such
notice to the effective date of the event triggering such notice.



	(d)		Other Restrictions.



	(i)		Obligor shall maintain a sufficient
amount of authorized common shares to enable conversion of all amounts due under this Debenture.



	(e)		Other Provisions.



	(i)		The Obligor covenants that
all shares of Common Stock that shall be issuable pursuant to this Section 1 shall, upon issue, be duly and validly authorized,
issued and fully paid, and nonassessable.



	(ii)		Upon a conversion hereunder
the Obligor shall not be required to issue stock certificates representing fractions of shares of the Common Stock, but may if
otherwise permitted, make a cash payment in respect of any final fraction of a share based on the Closing Bid Price at such time.
If the Obligor elects not, or is unable, to make such a cash payment, the Holder shall be entitled to receive, in lieu of the
final fraction of a share, one whole share of Common Stock.



	(iii)		The issuance of certificates
for shares of the Common Stock on conversion of this Debenture shall be made without charge to the Holder thereof for any documentary
stamp or similar taxes that may be payable in respect of the issue or delivery of such certificate, provided that the Obligor
shall not be required to pay any tax that may be payable in respect of any transfer involved in the issuance and delivery of any
such certificate upon conversion in a name other than that of the Holder of such Debenture so converted and the Obligor shall
not be required to issue or deliver such certificates unless or until the person or persons requesting the issuance thereof shall
have paid to the Obligor the amount of such tax or shall have established to the satisfaction of the Obligor that such tax has
been paid.



	(iv)		Nothing herein shall limit
a Holder's right to pursue actual damages for the Obligor’s failure to deliver certificates representing shares of Common
Stock upon conversion within the period specified herein and such Holder shall have the right to pursue all remedies available
to it at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief, in each case
without the need to post a bond or provide other security. The exercise of any such rights shall not prohibit the Holder from
seeking to enforce damages pursuant to any other Section hereof or under applicable law.



	(v)		The Obligor shall bear the
cost of legal opinion production, transfer agent fees, and equity issuance fees (collectively, the “Post-Closing Expenses”),
which amount shall be payable to Holder in the form of additional interest hereunder.



	(f)		A “Default Event”
wherever used herein, means any one of the following events (whatever the reason and whether it shall be voluntary or involuntary
or effected by operation of law or pursuant to any judgment, decree or order of any court, or any order, rule or regulation of
any administrative or governmental body):



	(i)		Any breach of any provision
of this Debenture or any of the agreements executed in connection herewith (collectively, the “Transaction Documents”),
including, without limitation, those certain Securities Purchase Agreement, Security Agreement, Guaranty Agreement, and Pledge
Agreement dated February 15, 2013, by and between Holder and Obligor, and those certain Transfer Agent Instructions executed in
favor of Holder by Obligor and its transfer agent in connection with issuance of this Debenture.



	(ii)		Withdrawal from registration
of the Obligor under the Exchange Act, voluntary or involuntary.



	(iii)		The Company or any Active Subsidiary
of the Company shall commence, or there shall be commenced against the Company or any Active Subsidiary of the Company under any
applicable bankruptcy or insolvency laws as now or hereafter in effect or any successor thereto, or the Company or any Active
Subsidiary of the Company commences any other proceeding under any reorganization, arrangement, adjustment of debt, relief of
debtors dissolution, insolvency or liquidation or similar law of any jurisdiction whether now or hereafter in effect relating
to the Company or any Active Subsidiary of the Company or there is commenced against the Company or any Active Subsidiary of the
Company any such bankruptcy, insolvency or other proceeding which remains undismissed for a period of 61 days; or the Company
or any Active Subsidiary of the Company is adjudicated insolvent or bankrupt; or any order of relief or other order approving
any such case or proceeding is entered; or the Company or any Active Subsidiary of the Company suffers any appointment of any
custodian, private or court appointed receiver or the like for it or any substantial part of its property which continues undischarged
or unstayed for a period of forty-five (45) days; or the Company or any Active Subsidiary of the Company makes a general assignment
for the benefit of creditors; or the Company or any Active Subsidiary of the Company shall fail to pay, or shall state that it
is unable to pay, or shall be unable to pay, its debts generally as they become due; or the Company or any Active Subsidiary of
the Company shall call a meeting of its creditors with a view to arranging a composition, adjustment or restructuring of its debts;
or the Company or any Active Subsidiary of the Company shall by any act or failure to act expressly indicate its consent to, approval
of or acquiescence in any of the foregoing; or any corporate or other action is taken by the Company or any Active Subsidiary
of the Company for the purpose of effecting any of the foregoing.



	(iv)		The Company or any Active Subsidiary
of the Company shall default in any of its obligations under any other debenture or any mortgage, credit agreement or other facility,
indenture agreement, factoring agreement or other instrument under which there may be issued, or by which there may be secured
or evidenced any indebtedness for borrowed money or money due under any long term leasing or factoring arrangement of the Company
or any Active Subsidiary of the Company in an amount exceeding $100,000, whether such indebtedness now exists or shall hereafter
be created and such default shall result in such indebtedness becoming or being declared due and payable.



	(v)		The Obligor fails to issue
shares of Common Stock to the Holder (or announces or threatens in writing that it will not honor its obligation to do so) upon
exercise by the Holder of the conversion rights of the Holder in accordance with the terms of this Debenture, fails to transfer
or cause its transfer agent to transfer (issue) (electronically or in certificated form) any certificate for shares of Common
Stock issued to the Holder upon conversion of or otherwise pursuant to this Debenture as and when required by this Debenture,
the Obligor directs its transfer agent not to transfer or delays, impairs, and/or hinders its transfer agent in transferring or
issuing (electronically or in certificated form) any certificate for shares of Common Stock to be issued to the Holder upon conversion
of or otherwise pursuant to this Debenture as and when required by this Debenture, or fails to remove (or directs its transfer
agent not to remove or impairs, delays, and/or hinders its transfer agent from removing) any restrictive legend (or to withdraw
any stop transfer instructions in respect thereof) on any certificate for any shares of Common Stock issued to the Holder upon
conversion of or otherwise pursuant to this Debenture as and when required by this Debenture (or makes any written announcement,
statement or threat that it does not intend to honor the obligations described in this paragraph) and any such failure shall continue
uncured (or any written announcement, statement or threat not to honor its obligations shall not be rescinded in writing) for
seven (7) business days after the Holder shall have delivered a Notice of Conversion.



	(vi)		Any dissolution, liquidation,
or winding up of Obligor or any substantial portion of its business, or any cessation of operations or admission by Obligor that
it is otherwise generally unable to pay its debts as such debts become due, provided, however, that any disclosure of the Obligor’s
ability to continue as a “going concern” shall not be an admission that the Obligor cannot pay its debts as they become
due.



	(vii)		The Common Stock shall cease
to be quoted or listed for trading on any primary market for a period of five (5) consecutive trading days (including, for example,
any such failure in which a bid price is not quoted for the Obligor’s Common Stock for such period).



	(g)		Upon the occurrence of any
Default Event which remains uncured for more than 60 days,



	(i)		all outstanding principal,
accrued interest, and, in consideration of the equity-based conversion discount afforded Holder hereunder, liquidated damages
equal to 200% of all outstanding principal and accrued interest due hereunder, shall be due and payable in full upon demand of
the Holder; and,



	(ii)		the Conversion Price shall
be automatically adjusted to the lesser of (x) $0.01 per share or (y) 100% of the 45 Day VWAP.



Section
2.Notices. All notices under this Agreement shall be in writing and shall be
(i) delivered in person, (ii) sent by telecopy, or (iii) mailed, postage prepaid, either by registered or certified mail, return
receipt requested, or overnight express carrier, addressed in each case to the addresses set forth above, or to any other address
or telecopy number as such party shall designate in a written notice to the other. All notices sent pursuant to the terms of this
Section shall be deemed received (i) if personally delivered, then on the date of delivery; (ii) if sent by telecopy before 2:00
p.m. local time of the recipient, on the day sent if a business day or if such day is not a business day or if sent after 2:00
p.m. local time of the recipient, then on the next business day; (iii) if sent by overnight, express carrier, on the next business
day immediately following the day sent; or (iv) if sent by registered or certified mail, on the earlier of the third (3rd) business
day following the day sent or when actually received. Any notice by telecopy shall be followed by delivery of a copy of such notice
on the next business day by overnight express carrier or by hand.


Section
3.Definitions. For the purposes hereof, the following terms shall have the following meanings:


“Common
Stock” means the common stock, par value $0.0001, of the Obligor and stock of any other class into which such shares may
hereafter be changed or reclassified.


“Conversion
Date” shall mean the date upon which the Holder gives the Obligor notice of its intention to effectuate a conversion of
this Debenture into shares of the Company’s Common Stock as outlined herein.


“Exchange
Act” means the Securities Exchange Act of 1934, as amended.


“Securities
Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.


“Underlying
Shares” means the shares of Common Stock issuable upon conversion of this Debenture.


Section
4.This Debenture shall not entitle the Holder to any of the rights of a stockholder of the Obligor, including without
limitation, the right to vote, to receive dividends and other distributions, or to receive any notice of, or to attend, meetings
of stockholders or any other proceedings of the Obligor, unless and to the extent converted into shares of Common Stock in accordance
with the terms hereof.


Section
5.If this Debenture is mutilated, lost, stolen or destroyed, the Obligor shall execute and deliver, in exchange and substitution
for and upon cancellation of the mutilated Debenture, or in lieu of or in substitution for a lost, stolen or destroyed Debenture,
a new Debenture for the principal amount of this Debenture so mutilated, lost, stolen or destroyed but only upon receipt of evidence
of such loss, theft or destruction of such Debenture, and of the ownership hereof, and indemnity, if requested, all reasonably
satisfactory to the Obligor.


Section
6.Any waiver by the Holder of a breach of any provision of this Debenture shall not operate as or be construed to be a
waiver of any other breach of such provision or of any breach of any other provision of this Debenture. The failure of the Holder
to insist upon strict adherence to any term of this Debenture on one or more occasions shall not be considered a waiver or deprive
that party of the right thereafter to insist upon strict adherence to that term or any other term of this Debenture. Any waiver
must be in writing.


Section
7.Whenever any payment or other obligation hereunder shall be due on a day other than a Business Day, such payment shall
be made on the next succeeding Business Day.


Section
8.Notwithstanding anything to the contrary contained herein, the number of shares of
Common Stock that may be acquired by the Holder upon conversion pursuant to the terms hereof shall not exceed a number that, when
added to the total number of shares of Common Stock deemed beneficially owned by such Holder (other than by virtue of the ownership
of securities or rights to acquire securities (including the Notes) that have limitations on the Holder’s right to convert,
exercise or purchase similar to the limitation set forth herein), together with all shares of Common Stock deemed beneficially
owned at such time (other than by virtue of the ownership of securities or rights to acquire securities that have limitations
on the right to convert, exercise or purchase similar to the limitation set forth herein) by the holder’s “affiliates”
at such time (as defined in Rule 144 of the Act) (“Aggregation Parties”) that would be aggregated for purposes of
determining whether a group under Section 13(d) of the Securities Exchange Act of 1934 as amended, exists, would exceed 4.9% of
the total issued and outstanding shares of the Common Stock (the “Restricted Ownership Percentage”).


 


Section
9.In case any provision of this Note is held by a court of competent jurisdiction to be excessive in scope or otherwise
invalid or unenforceable, such provision shall be adjusted rather than voided, if possible, so that it is enforceable to the maximum
extent possible, and the validity and enforceability of the remaining provisions of this Note will not in any way be affected
or impaired thereby. In no event shall the amount of interest paid hereunder exceed the maximum rate of interest on the unpaid
principal balance hereof allowable by applicable law. If any sum is collected in excess of the applicable maximum rate, the excess
collected shall be applied to reduce the principal debt. If the interest actually collected hereunder is still in excess of the
applicable maximum rate, the interest rate shall be reduced so as not to exceed the maximum allowable under law.


Section
10.Law; Jurisdiction. This Debenture shall be governed by and interpreted
in accordance with the laws of the State of New Jersey, without regard to the principles of conflict of laws. The Obligor and
the Holder expressly consent to the jurisdiction and venue of the Superior Court of New Jersey, Bergen County, for any litigation
between the parties.


Section
11.No
Jury Trial. The COMPANY
hereto knowingly and voluntarily waives any and all rights it may have to a trial by jury with respect to any litigation based
on, or arising out of, under, or in connection with, this Note.


Section
12.Waiver. The Company hereby waives any and all demands of any nature whatsoever, any and all notices of any
nature whatsoever, dishonor, presentment of any kind whatsoever, and protest of or in connection with this Debenture.


Section
13.Entire Agreement. THIS AGREEMENT EMBODIES THE ENTIRE AGREEMENT AND UNDERSTANDING
BETWEEN THE PARTIES HERETO AND SUPERSEDES ALL PRIOR AGREEMENTS AND UNDERSTANDINGS RELATING TO THE SUBJECT MATTER HEREOF.


 


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IN
WITNESS WHEREOF, the Obligor has caused this Debenture to be duly executed by a duly authorized officer as of the date set
forth above.


 


	PERVASIP
    CORP.
	 	 
		 
	By:/s/
    Paul Riss	 
	Print:Paul
    Riss	 
	Title:Chief
    Executive Officer