SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS
FILED PURSUANT TO RULE 13d-1(b), (c) AND (d)
AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(b)
(AMENDMENT NO. 3)*
Pervasip Corp.
(f/k/a Elec Communications Corp.)
-----------------------------------
(Name of Issuer)
Common Stock, par value $0.001 per share
----------------------------------------
(Title of Class of Securities)
284739109
---------
(CUSIP Number)
December 31, 2009
--------------
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
/ / Rule 13d-1 (b)
/X/ Rule 13d-1 (c)
/ / Rule 13d-1 (d)
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
CUSIP No. 284739109
--------- ----------------------------------------------------------------------
1 NAME OF REPORTING PERSON: Laurus Master Fund, Ltd. (in Liquidation)*
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: 98-0337673
--------- ----------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / /
(b) /X/
--------- ----------------------------------------------------------------------
3 SEC USE ONLY
--------- ----------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
--------- ----------------------------------------------------------------------
NUMBER OF 5 SOLE VOTING POWER: 0 shares of Common Stock. *
SHARES ---- --------------------------------------------------------------
BENEFICIALLY 6 SHARED VOTING POWER: 3,090,683 shares of Common Stock. *
OWNED BY ---- --------------------------------------------------------------
EACH 7 SOLE DISPOSITIVE POWER: 0 shares of Common Stock. *
REPORTING ---- --------------------------------------------------------------
PERSON 8 SHARES DISPOSITIVE POWER: 3,090,683 shares of Common Stock. *
--------- ----------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,090,683 shares of Common Stock
--------- ----------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
/X/
--------- ----------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.99%
--------- ----------------------------------------------------------------------
12 TYPE OF REPORTING PERSON
CO
--------- ----------------------------------------------------------------------
*Based on 27,888,379 shares of the common stock, par value $0.10 per share (the
"Shares") outstanding of Pervasip Corp. (f/ka/ Elec Communications Corp.), a New
York corporation (the "Company") as of September 30, 2009, as disclosed in the
Company's Quarterly Report on Form 10-Q for the quarterly period ended August
31, 2009. As of December 31, 2009, Valens U.S. SPV I, LLC ("Valens U.S.")
Calliope Capital Corporation ("Calliope"), Erato Corp. ("Erato"), PSource
Structured Debt Limited ("PSource"), Valens Offshore SPV I, Ltd. ("Valens
Offshore I") and Valens Offshore SPV II, Corp.("Valens Offshore II" and together
with Valens U.S., PSource, Calliope, Erato and Valens Offshore I, the
"Investors") held (i) a warrant (the "February 2005 Warrant") to acquire 793,650
Shares, at an exercise price of $0.72 per Share for the first 264,550 Shares
acquired thereunder, $0.79 per Share for the next 264,550 Shares acquired
thereunder, and $0.95 per Share for the remaining Shares acquired thereunder,
subject to certain adjustments, (ii) a warrant (the "November 2005 Warrant") to
acquire 1,202,976 Shares, at an exercise price of $0.10 per Share, subject to
certain adjustments, (iii) a warrant (the "May 2006 Warrant") to acquire
3,359,856 Shares, at an exercise price of $0.10 per Share, subject to certain
adjustments, (iv) a warrant (the "April 2007 Warrant" and together with the
November 2005 Warrant, and the May 2006 Warrant, the "Earlier Warrants") to
acquire 1,200,000 Shares, at an exercise price of $0.25 per Share, subject to
certain adjustments, (v) a warrant (the "A-1 September 2007 Warrant") to acquire
80,213,758 Shares, at an exercise price of $0.10 per Share, subject to certain
adjustments, (vi) a warrant (the "A-2 September 2007 Warrant") to acquire
6,709,480 Shares, at an exercise price of $0.10 per Share, subject to certain
adjustments, (vii) a warrant (the "A-3 September 2007 Warrant") to acquire
20,128,439 Shares, at an exercise price of $0.10 per Share, subject to certain
adjustments, (viii) a warrant (the "B-1 September 2007 Warrant") to acquire
14,208,310 Shares, at an exercise price of $0.10 per Share, subject to certain
adjustments, (ix) a warrant (the "B-2 September 2007 Warrant") to acquire
1,184,026 Shares, at an exercise price of $0.10 per Share, subject to certain
adjustments, (x) a warrant (the "B-3 September 2007 Warrant" and together with
the A-1 September 2007 Warrant, A-2 September 2007 Warrant, A-3 September 2007
Warrant, B-1 September 2007 Warrant, and B-2 September 2007 Warrant, the "Later
Warrants") to acquire 3,552,078 Shares, at an exercise price of $0.10 per Share,
subject to certain adjustments), (xi) a warrant (the "H-1 February 2009
Warrant") to acquire 15,370,000 Shares, at an exercise price of $0.10 per Share,
subject to certain adjustments, (xii) a warrant (the "H-2 February 2009 Warrant"
and together with the H-1 February 2009 Warrant, the "February 2009 Warrants")
to acquire 11,130,000 Shares, at an exercise price of $0.10 per Share, subject
to certain adjustments and (xii) 41,288 Shares. The February 2005 Warrant and
the Earlier Warrants contain an issuance limitation prohibiting the Investors
from exercising those securities to the extent that such exercise would result
in beneficial ownership by the Investors of more than 4.99% of the Shares then
issued and outstanding (the "4.99% Issuance Limitation"). The Later Warrants and
the February 2009 Warrants contain an issuance limitation prohibiting the
Investors from exercising those securities to the extent that such exercise
would result in beneficial ownership by the Investors of more than 9.99% of the
Shares then issued and outstanding (the "9.99% Issuance Limitation"). The 4.99%
Issuance Limitation in the February 2005 Warrant may be revoked upon 75 days
prior notice and is automatically null and void following upon an Event of
Default (as defined in and pursuant to the terms of the applicable instrument).
The 4.99% Issuance Limitation in the Earlier Warrants shall automatically become
null and void following notice to the Company upon the occurrence and during the
continuance of an Event of Default (as defined in and pursuant to the terms of
the applicable instrument), upon 75 days prior notice to the Company or upon
receipt by the Investors of a Notice of Redemption (as defined in and pursuant
to the terms of the applicable instrument). The 9.99% Issuance Limitation in the
Later Warrants may be waived by the Investors upon at least 61 days prior notice
to the Company and shall automatically become null and void following notice to
the Company of the occurrence and during the continuance of an event of default
(as defined in and pursuant to the terms of the applicable instrument). The
9.99% Issuance Limitation in the February 2009 Warrants may be waived by the
Investors upon at least 61 days notice to the Company, so long as at such time,
the Company has no indebtedness outstanding, and shall automatically become null
and void following notice to the Issuer upon the occurrence and during the
continuance of an event of default (as defined in the applicable instrument).
Calliope and Erato are wholly owned subsidiaries of Laurus Master Fund, Ltd. (in
Liquidation) (the "Fund"). The Fund is in liquidation under the supervision of
the Grand Court of the Cayman Islands. The Joint Official Liquidators ("JOLs")
are Chris Johnson and Russell Smith of Johnson Smith Associates Ltd. The JOLs
have discretion over the management of the Fund and the disposition of its
assets, including the securities owned by the Fund and its subsidiaries reported
in this Schedule 13G, as amended. Laurus Capital Management, LLC ("LCM"), acting
through its controlling principals, Eugene Grin and David Grin, provides day to
day investment management services to the Fund and its two feeder funds
concerning their respective assets, including the securities owned by Calliope
and Erato reported in this Schedule 13G, as amended, subject to certain
oversight and preapproval rights of the JOLs and LCM's obligations to the Fund
under the Seventh Amended and Restated Investment Management Agreement of April
26, 2007 (as amended, restated, modified and/or supplemented from time to time);
all of the foregoing subject to specific directions otherwise given by the JOLs
at their discretion. PSource is managed by LCM, subject to certain preapproval
rights of the board of directors of PSource. Valens Offshore I, Valens Offshore
II and Valens U.S. are each managed by Valens Capital Management, LLC. Eugene
Grin and David Grin, through other entities, are the controlling principals of
Laurus Capital Management, LLC and Valens Capital Management, LLC and share
voting and investment power over the securities owned by Erato and Calliope
(subject to the oversight and preapproval rights of the JOLs), PSource, Valens
U.S., Valens Offshore I and Valens Offshore II reported in this Schedule 13G, as
amended. The JOLs share voting and investment power over the securities owned by
Calliope and Erato.
CUSIP No. 284739109
--------- ----------------------------------------------------------------------
1 NAME OF REPORTING PERSON: PSource Structured Debt Limited
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON:
--------- ----------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / /
(b) /X/
--------- ----------------------------------------------------------------------
3 SEC USE ONLY
--------- ----------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Guernsey
--------- ----------------------------------------------------------------------
NUMBER OF 5 SOLE VOTING POWER: 0 shares of Common Stock. *
SHARES ---- --------------------------------------------------------------
BENEFICIALLY 6 SHARED VOTING POWER: 3,090,683 shares of Common Stock. *
OWNED BY ---- --------------------------------------------------------------
EACH 7 SOLE DISPOSITIVE POWER: 0 shares of Common Stock. *
REPORTING ---- --------------------------------------------------------------
PERSON 8 SHARES DISPOSITIVE POWER: 3,090,683 shares of Common Stock. *
--------- ----------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,090,683 shares of Common Stock
--------- ----------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
/X/
--------- ----------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.99%
--------- ----------------------------------------------------------------------
12 TYPE OF REPORTING PERSON
OO
--------- ----------------------------------------------------------------------
*Based on 27,888,379 shares of the common stock, par value $0.10 per share (the
"Shares") outstanding of Pervasip Corp. (f/ka/ Elec Communications Corp.), a New
York corporation (the "Company") as of September 30, 2009, as disclosed in the
Company's Quarterly Report on Form 10-Q for the quarterly period ended August
31, 2009. As of December 31, 2009, Valens U.S. SPV I, LLC ("Valens U.S.")
Calliope Capital Corporation ("Calliope"), Erato Corp. ("Erato"), PSource
Structured Debt Limited ("PSource"), Valens Offshore SPV I, Ltd. ("Valens
Offshore I") and Valens Offshore SPV II, Corp.("Valens Offshore II" and together
with Valens U.S., PSource, Calliope, Erato and Valens Offshore I, the
"Investors") held (i) a warrant (the "February 2005 Warrant") to acquire 793,650
Shares, at an exercise price of $0.72 per Share for the first 264,550 Shares
acquired thereunder, $0.79 per Share for the next 264,550 Shares acquired
thereunder, and $0.95 per Share for the remaining Shares acquired thereunder,
subject to certain adjustments, (ii) a warrant (the "November 2005 Warrant") to
acquire 1,202,976 Shares, at an exercise price of $0.10 per Share, subject to
certain adjustments, (iii) a warrant (the "May 2006 Warrant") to acquire
3,359,856 Shares, at an exercise price of $0.10 per Share, subject to certain
adjustments, (iv) a warrant (the "April 2007 Warrant" and together with the
November 2005 Warrant, and the May 2006 Warrant, the "Earlier Warrants") to
acquire 1,200,000 Shares, at an exercise price of $0.25 per Share, subject to
certain adjustments, (v) a warrant (the "A-1 September 2007 Warrant") to acquire
80,213,758 Shares, at an exercise price of $0.10 per Share, subject to certain
adjustments, (vi) a warrant (the "A-2 September 2007 Warrant") to acquire
6,709,480 Shares, at an exercise price of $0.10 per Share, subject to certain
adjustments, (vii) a warrant (the "A-3 September 2007 Warrant") to acquire
20,128,439 Shares, at an exercise price of $0.10 per Share, subject to certain
adjustments, (viii) a warrant (the "B-1 September 2007 Warrant") to acquire
14,208,310 Shares, at an exercise price of $0.10 per Share, subject to certain
adjustments, (ix) a warrant (the "B-2 September 2007 Warrant") to acquire
1,184,026 Shares, at an exercise price of $0.10 per Share, subject to certain
adjustments, (x) a warrant (the "B-3 September 2007 Warrant" and together with
the A-1 September 2007 Warrant, A-2 September 2007 Warrant, A-3 September 2007
Warrant, B-1 September 2007 Warrant, and B-2 September 2007 Warrant, the "Later
Warrants") to acquire 3,552,078 Shares, at an exercise price of $0.10 per Share,
subject to certain adjustments), (xi) a warrant (the "H-1 February 2009
Warrant") to acquire 15,370,000 Shares, at an exercise price of $0.10 per Share,
subject to certain adjustments, (xii) a warrant (the "H-2 February 2009 Warrant"
and together with the H-1 February 2009 Warrant, the "February 2009 Warrants")
to acquire 11,130,000 Shares, at an exercise price of $0.10 per Share, subject
to certain adjustments and (xii) 41,288 Shares. The February 2005 Warrant and
the Earlier Warrants contain an issuance limitation prohibiting the Investors
from exercising those securities to the extent that such exercise would result
in beneficial ownership by the Investors of more than 4.99% of the Shares then
issued and outstanding (the "4.99% Issuance Limitation"). The Later Warrants and
the February 2009 Warrants contain an issuance limitation prohibiting the
Investors from exercising those securities to the extent that such exercise
would result in beneficial ownership by the Investors of more than 9.99% of the
Shares then issued and outstanding (the "9.99% Issuance Limitation"). The 4.99%
Issuance Limitation in the February 2005 Warrant may be revoked upon 75 days
prior notice and is automatically null and void following upon an Event of
Default (as defined in and pursuant to the terms of the applicable instrument).
The 4.99% Issuance Limitation in the Earlier Warrants shall automatically become
null and void following notice to the Company upon the occurrence and during the
continuance of an Event of Default (as defined in and pursuant to the terms of
the applicable instrument), upon 75 days prior notice to the Company or upon
receipt by the Investors of a Notice of Redemption (as defined in and pursuant
to the terms of the applicable instrument). The 9.99% Issuance Limitation in the
Later Warrants may be waived by the Investors upon at least 61 days prior notice
to the Company and shall automatically become null and void following notice to
the Company of the occurrence and during the continuance of an event of default
(as defined in and pursuant to the terms of the applicable instrument). The
9.99% Issuance Limitation in the February 2009 Warrants may be waived by the
Investors upon at least 61 days notice to the Company, so long as at such time,
the Company has no indebtedness outstanding, and shall automatically become null
and void following notice to the Issuer upon the occurrence and during the
continuance of an event of default (as defined in the applicable instrument).
Calliope and Erato are wholly owned subsidiaries of Laurus Master Fund, Ltd. (in
Liquidation) (the "Fund"). The Fund is in liquidation under the supervision of
the Grand Court of the Cayman Islands. The Joint Official Liquidators ("JOLs")
are Chris Johnson and Russell Smith of Johnson Smith Associates Ltd. The JOLs
have discretion over the management of the Fund and the disposition of its
assets, including the securities owned by the Fund and its subsidiaries reported
in this Schedule 13G, as amended. Laurus Capital Management, LLC ("LCM"), acting
through its controlling principals, Eugene Grin and David Grin, provides day to
day investment management services to the Fund and its two feeder funds
concerning their respective assets, including the securities owned by Calliope
and Erato reported in this Schedule 13G, as amended, subject to certain
oversight and preapproval rights of the JOLs and LCM's obligations to the Fund
under the Seventh Amended and Restated Investment Management Agreement of April
26, 2007 (as amended, restated, modified and/or supplemented from time to time);
all of the foregoing subject to specific directions otherwise given by the JOLs
at their discretion. PSource is managed by LCM, subject to certain preapproval
rights of the board of directors of PSource. Valens Offshore I, Valens Offshore
II and Valens U.S. are each managed by Valens Capital Management, LLC. Eugene
Grin and David Grin, through other entities, are the controlling principals of
Laurus Capital Management, LLC and Valens Capital Management, LLC and share
voting and investment power over the securities owned by Erato and Calliope
(subject to the oversight and preapproval rights of the JOLs), PSource, Valens
U.S., Valens Offshore I and Valens Offshore II reported in this Schedule 13G, as
amended. The JOLs share voting and investment power over the securities owned by
Calliope and Erato.
CUSIP No. 284739109
---------- ---------------------------------------------------------------------
1 NAME OF REPORTING PERSON: Calliope Capital Corporation
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: 57-1237865
---------- ---------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / /
(b) /X/
---------- ---------------------------------------------------------------------
3 SEC USE ONLY
---------- ---------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
-------------------- ---------- ------------------------------------------------
NUMBER OF 5 SOLE VOTING POWER: 0 shares of Common Stock. *
SHARES ---- --------------------------------------------------------------
BENEFICIALLY 6 SHARED VOTING POWER: 3,090,683 shares of Common Stock. *
OWNED BY ---- --------------------------------------------------------------
EACH 7 SOLE DISPOSITIVE POWER: 0 shares of Common Stock. *
REPORTING ---- --------------------------------------------------------------
PERSON 8 SHARES DISPOSITIVE POWER: 3,090,683 shares of Common Stock. *
---------- ---------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,090,683 shares of Common Stock
---------- ---------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
/X/
---------- ---------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.99%
---------- ---------------------------------------------------------------------
12 TYPE OF REPORTING PERSON
CO
---------- ---------------------------------------------------------------------
*Based on 27,888,379 shares of the common stock, par value $0.10 per share (the
"Shares") outstanding of Pervasip Corp. (f/ka/ Elec Communications Corp.), a New
York corporation (the "Company") as of September 30, 2009, as disclosed in the
Company's Quarterly Report on Form 10-Q for the quarterly period ended August
31, 2009. As of December 31, 2009, Valens U.S. SPV I, LLC ("Valens U.S.")
Calliope Capital Corporation ("Calliope"), Erato Corp. ("Erato"), PSource
Structured Debt Limited ("PSource"), Valens Offshore SPV I, Ltd. ("Valens
Offshore I") and Valens Offshore SPV II, Corp.("Valens Offshore II" and together
with Valens U.S., PSource, Calliope, Erato and Valens Offshore I, the
"Investors") held (i) a warrant (the "February 2005 Warrant") to acquire 793,650
Shares, at an exercise price of $0.72 per Share for the first 264,550 Shares
acquired thereunder, $0.79 per Share for the next 264,550 Shares acquired
thereunder, and $0.95 per Share for the remaining Shares acquired thereunder,
subject to certain adjustments, (ii) a warrant (the "November 2005 Warrant") to
acquire 1,202,976 Shares, at an exercise price of $0.10 per Share, subject to
certain adjustments, (iii) a warrant (the "May 2006 Warrant") to acquire
3,359,856 Shares, at an exercise price of $0.10 per Share, subject to certain
adjustments, (iv) a warrant (the "April 2007 Warrant" and together with the
November 2005 Warrant, and the May 2006 Warrant, the "Earlier Warrants") to
acquire 1,200,000 Shares, at an exercise price of $0.25 per Share, subject to
certain adjustments, (v) a warrant (the "A-1 September 2007 Warrant") to acquire
80,213,758 Shares, at an exercise price of $0.10 per Share, subject to certain
adjustments, (vi) a warrant (the "A-2 September 2007 Warrant") to acquire
6,709,480 Shares, at an exercise price of $0.10 per Share, subject to certain
adjustments, (vii) a warrant (the "A-3 September 2007 Warrant") to acquire
20,128,439 Shares, at an exercise price of $0.10 per Share, subject to certain
adjustments, (viii) a warrant (the "B-1 September 2007 Warrant") to acquire
14,208,310 Shares, at an exercise price of $0.10 per Share, subject to certain
adjustments, (ix) a warrant (the "B-2 September 2007 Warrant") to acquire
1,184,026 Shares, at an exercise price of $0.10 per Share, subject to certain
adjustments, (x) a warrant (the "B-3 September 2007 Warrant" and together with
the A-1 September 2007 Warrant, A-2 September 2007 Warrant, A-3 September 2007
Warrant, B-1 September 2007 Warrant, and B-2 September 2007 Warrant, the "Later
Warrants") to acquire 3,552,078 Shares, at an exercise price of $0.10 per Share,
subject to certain adjustments), (xi) a warrant (the "H-1 February 2009
Warrant") to acquire 15,370,000 Shares, at an exercise price of $0.10 per Share,
subject to certain adjustments, (xii) a warrant (the "H-2 February 2009 Warrant"
and together with the H-1 February 2009 Warrant, the "February 2009 Warrants")
to acquire 11,130,000 Shares, at an exercise price of $0.10 per Share, subject
to certain adjustments and (xii) 41,288 Shares. The February 2005 Warrant and
the Earlier Warrants contain an issuance limitation prohibiting the Investors
from exercising those securities to the extent that such exercise would result
in beneficial ownership by the Investors of more than 4.99% of the Shares then
issued and outstanding (the "4.99% Issuance Limitation"). The Later Warrants and
the February 2009 Warrants contain an issuance limitation prohibiting the
Investors from exercising those securities to the extent that such exercise
would result in beneficial ownership by the Investors of more than 9.99% of the
Shares then issued and outstanding (the "9.99% Issuance Limitation"). The 4.99%
Issuance Limitation in the February 2005 Warrant may be revoked upon 75 days
prior notice and is automatically null and void following upon an Event of
Default (as defined in and pursuant to the terms of the applicable instrument).
The 4.99% Issuance Limitation in the Earlier Warrants shall automatically become
null and void following notice to the Company upon the occurrence and during the
continuance of an Event of Default (as defined in and pursuant to the terms of
the applicable instrument), upon 75 days prior notice to the Company or upon
receipt by the Investors of a Notice of Redemption (as defined in and pursuant
to the terms of the applicable instrument). The 9.99% Issuance Limitation in the
Later Warrants may be waived by the Investors upon at least 61 days prior notice
to the Company and shall automatically become null and void following notice to
the Company of the occurrence and during the continuance of an event of default
(as defined in and pursuant to the terms of the applicable instrument). The
9.99% Issuance Limitation in the February 2009 Warrants may be waived by the
Investors upon at least 61 days notice to the Company, so long as at such time,
the Company has no indebtedness outstanding, and shall automatically become null
and void following notice to the Issuer upon the occurrence and during the
continuance of an event of default (as defined in the applicable instrument).
Calliope and Erato are wholly owned subsidiaries of Laurus Master Fund, Ltd. (in
Liquidation) (the "Fund"). The Fund is in liquidation under the supervision of
the Grand Court of the Cayman Islands. The Joint Official Liquidators ("JOLs")
are Chris Johnson and Russell Smith of Johnson Smith Associates Ltd. The JOLs
have discretion over the management of the Fund and the disposition of its
assets, including the securities owned by the Fund and its subsidiaries reported
in this Schedule 13G, as amended. Laurus Capital Management, LLC ("LCM"), acting
through its controlling principals, Eugene Grin and David Grin, provides day to
day investment management services to the Fund and its two feeder funds
concerning their respective assets, including the securities owned by Calliope
and Erato reported in this Schedule 13G, as amended, subject to certain
oversight and preapproval rights of the JOLs and LCM's obligations to the Fund
under the Seventh Amended and Restated Investment Management Agreement of April
26, 2007 (as amended, restated, modified and/or supplemented from time to time);
all of the foregoing subject to specific directions otherwise given by the JOLs
at their discretion. PSource is managed by LCM, subject to certain preapproval
rights of the board of directors of PSource. Valens Offshore I, Valens Offshore
II and Valens U.S. are each managed by Valens Capital Management, LLC. Eugene
Grin and David Grin, through other entities, are the controlling principals of
Laurus Capital Management, LLC and Valens Capital Management, LLC and share
voting and investment power over the securities owned by Erato and Calliope
(subject to the oversight and preapproval rights of the JOLs), PSource, Valens
U.S., Valens Offshore I and Valens Offshore II reported in this Schedule 13G, as
amended. The JOLs share voting and investment power over the securities owned by
Calliope and Erato.
CUSIP No. 284739109
--------- ----------------------------------------------------------------------
1 NAME OF REPORTING PERSON: Erato Corp.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: 57-1237862
--------- ----------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / /
(b) /X/
--------- ----------------------------------------------------------------------
3 SEC USE ONLY
--------- ----------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
--------- ----------------------------------------------------------------------
NUMBER OF 5 SOLE VOTING POWER: 0 shares of Common Stock. *
SHARES ---- --------------------------------------------------------------
BENEFICIALLY 6 SHARED VOTING POWER: 3,090,683 shares of Common Stock. *
OWNED BY ---- --------------------------------------------------------------
EACH 7 SOLE DISPOSITIVE POWER: 0 shares of Common Stock. *
REPORTING ---- --------------------------------------------------------------
PERSON 8 SHARED DISPOSITIVE POWER: 3,090,683 shares of Common Stock. *
--------- ----------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,090,683 shares of Common Stock
--------- ----------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
/X/
--------- ----------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.99%
--------- ----------------------------------------------------------------------
12 TYPE OF REPORTING PERSON
CO
--------- ----------------------------------------------------------------------
*Based on 27,888,379 shares of the common stock, par value $0.10 per share (the
"Shares") outstanding of Pervasip Corp. (f/ka/ Elec Communications Corp.), a New
York corporation (the "Company") as of September 30, 2009, as disclosed in the
Company's Quarterly Report on Form 10-Q for the quarterly period ended August
31, 2009. As of December 31, 2009, Valens U.S. SPV I, LLC ("Valens U.S.")
Calliope Capital Corporation ("Calliope"), Erato Corp. ("Erato"), PSource
Structured Debt Limited ("PSource"), Valens Offshore SPV I, Ltd. ("Valens
Offshore I") and Valens Offshore SPV II, Corp.("Valens Offshore II" and together
with Valens U.S., PSource, Calliope, Erato and Valens Offshore I, the
"Investors") held (i) a warrant (the "February 2005 Warrant") to acquire 793,650
Shares, at an exercise price of $0.72 per Share for the first 264,550 Shares
acquired thereunder, $0.79 per Share for the next 264,550 Shares acquired
thereunder, and $0.95 per Share for the remaining Shares acquired thereunder,
subject to certain adjustments, (ii) a warrant (the "November 2005 Warrant") to
acquire 1,202,976 Shares, at an exercise price of $0.10 per Share, subject to
certain adjustments, (iii) a warrant (the "May 2006 Warrant") to acquire
3,359,856 Shares, at an exercise price of $0.10 per Share, subject to certain
adjustments, (iv) a warrant (the "April 2007 Warrant" and together with the
November 2005 Warrant, and the May 2006 Warrant, the "Earlier Warrants") to
acquire 1,200,000 Shares, at an exercise price of $0.25 per Share, subject to
certain adjustments, (v) a warrant (the "A-1 September 2007 Warrant") to acquire
80,213,758 Shares, at an exercise price of $0.10 per Share, subject to certain
adjustments, (vi) a warrant (the "A-2 September 2007 Warrant") to acquire
6,709,480 Shares, at an exercise price of $0.10 per Share, subject to certain
adjustments, (vii) a warrant (the "A-3 September 2007 Warrant") to acquire
20,128,439 Shares, at an exercise price of $0.10 per Share, subject to certain
adjustments, (viii) a warrant (the "B-1 September 2007 Warrant") to acquire
14,208,310 Shares, at an exercise price of $0.10 per Share, subject to certain
adjustments, (ix) a warrant (the "B-2 September 2007 Warrant") to acquire
1,184,026 Shares, at an exercise price of $0.10 per Share, subject to certain
adjustments, (x) a warrant (the "B-3 September 2007 Warrant" and together with
the A-1 September 2007 Warrant, A-2 September 2007 Warrant, A-3 September 2007
Warrant, B-1 September 2007 Warrant, and B-2 September 2007 Warrant, the "Later
Warrants") to acquire 3,552,078 Shares, at an exercise price of $0.10 per Share,
subject to certain adjustments), (xi) a warrant (the "H-1 February 2009
Warrant") to acquire 15,370,000 Shares, at an exercise price of $0.10 per Share,
subject to certain adjustments, (xii) a warrant (the "H-2 February 2009 Warrant"
and together with the H-1 February 2009 Warrant, the "February 2009 Warrants")
to acquire 11,130,000 Shares, at an exercise price of $0.10 per Share, subject
to certain adjustments and (xii) 41,288 Shares. The February 2005 Warrant and
the Earlier Warrants contain an issuance limitation prohibiting the Investors
from exercising those securities to the extent that such exercise would result
in beneficial ownership by the Investors of more than 4.99% of the Shares then
issued and outstanding (the "4.99% Issuance Limitation"). The Later Warrants and
the February 2009 Warrants contain an issuance limitation prohibiting the
Investors from exercising those securities to the extent that such exercise
would result in beneficial ownership by the Investors of more than 9.99% of the
Shares then issued and outstanding (the "9.99% Issuance Limitation"). The 4.99%
Issuance Limitation in the February 2005 Warrant may be revoked upon 75 days
prior notice and is automatically null and void following upon an Event of
Default (as defined in and pursuant to the terms of the applicable instrument).
The 4.99% Issuance Limitation in the Earlier Warrants shall automatically become
null and void following notice to the Company upon the occurrence and during the
continuance of an Event of Default (as defined in and pursuant to the terms of
the applicable instrument), upon 75 days prior notice to the Company or upon
receipt by the Investors of a Notice of Redemption (as defined in and pursuant
to the terms of the applicable instrument). The 9.99% Issuance Limitation in the
Later Warrants may be waived by the Investors upon at least 61 days prior notice
to the Company and shall automatically become null and void following notice to
the Company of the occurrence and during the continuance of an event of default
(as defined in and pursuant to the terms of the applicable instrument). The
9.99% Issuance Limitation in the February 2009 Warrants may be waived by the
Investors upon at least 61 days notice to the Company, so long as at such time,
the Company has no indebtedness outstanding, and shall automatically become null
and void following notice to the Issuer upon the occurrence and during the
continuance of an event of default (as defined in the applicable instrument).
Calliope and Erato are wholly owned subsidiaries of Laurus Master Fund, Ltd. (in
Liquidation) (the "Fund"). The Fund is in liquidation under the supervision of
the Grand Court of the Cayman Islands. The Joint Official Liquidators ("JOLs")
are Chris Johnson and Russell Smith of Johnson Smith Associates Ltd. The JOLs
have discretion over the management of the Fund and the disposition of its
assets, including the securities owned by the Fund and its subsidiaries reported
in this Schedule 13G, as amended. Laurus Capital Management, LLC ("LCM"), acting
through its controlling principals, Eugene Grin and David Grin, provides day to
day investment management services to the Fund and its two feeder funds
concerning their respective assets, including the securities owned by Calliope
and Erato reported in this Schedule 13G, as amended, subject to certain
oversight and preapproval rights of the JOLs and LCM's obligations to the Fund
under the Seventh Amended and Restated Investment Management Agreement of April
26, 2007 (as amended, restated, modified and/or supplemented from time to time);
all of the foregoing subject to specific directions otherwise given by the JOLs
at their discretion. PSource is managed by LCM, subject to certain preapproval
rights of the board of directors of PSource. Valens Offshore I, Valens Offshore
II and Valens U.S. are each managed by Valens Capital Management, LLC. Eugene
Grin and David Grin, through other entities, are the controlling principals of
Laurus Capital Management, LLC and Valens Capital Management, LLC and share
voting and investment power over the securities owned by Erato and Calliope
(subject to the oversight and preapproval rights of the JOLs), PSource, Valens
U.S., Valens Offshore I and Valens Offshore II reported in this Schedule 13G, as
amended. The JOLs share voting and investment power over the securities owned by
Calliope and Erato.
CUSIP No. 284739109
---------- ---------------------------------------------------------------------
1 NAME OF REPORTING PERSON: Laurus Capital Management, LLC
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: 13-4150669
---------- ---------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / /
(b) /X/
---------- ---------------------------------------------------------------------
3 SEC USE ONLY
---------- ---------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
---------- ---------------------------------------------------------------------
NUMBER OF 5 SOLE VOTING POWER: 0 shares of Common Stock. *
SHARES ---- --------------------------------------------------------------
BENEFICIALLY 6 SHARED VOTING POWER: 3,090,683 shares of Common Stock. *
OWNED BY ---- --------------------------------------------------------------
EACH 7 SOLE DISPOSITIVE POWER: 0 shares of Common Stock. *
REPORTING ---- --------------------------------------------------------------
PERSON 8 SHARES DISPOSITIVE POWER: 3,090,683 shares of Common Stock. *
---------- ---------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,090,683 shares of Common Stock
---------- ---------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
/X/
---------- ---------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.99 %
---------- ---------------------------------------------------------------------
12 TYPE OF REPORTING PERSON
OO
---------- ---------------------------------------------------------------------
*Based on 27,888,379 shares of the common stock, par value $0.10 per share (the
"Shares") outstanding of Pervasip Corp. (f/ka/ Elec Communications Corp.), a New
York corporation (the "Company") as of September 30, 2009, as disclosed in the
Company's Quarterly Report on Form 10-Q for the quarterly period ended August
31, 2009. As of December 31, 2009, Valens U.S. SPV I, LLC ("Valens U.S.")
Calliope Capital Corporation ("Calliope"), Erato Corp. ("Erato"), PSource
Structured Debt Limited ("PSource"), Valens Offshore SPV I, Ltd. ("Valens
Offshore I") and Valens Offshore SPV II, Corp.("Valens Offshore II" and together
with Valens U.S., PSource, Calliope, Erato and Valens Offshore I, the
"Investors") held (i) a warrant (the "February 2005 Warrant") to acquire 793,650
Shares, at an exercise price of $0.72 per Share for the first 264,550 Shares
acquired thereunder, $0.79 per Share for the next 264,550 Shares acquired
thereunder, and $0.95 per Share for the remaining Shares acquired thereunder,
subject to certain adjustments, (ii) a warrant (the "November 2005 Warrant") to
acquire 1,202,976 Shares, at an exercise price of $0.10 per Share, subject to
certain adjustments, (iii) a warrant (the "May 2006 Warrant") to acquire
3,359,856 Shares, at an exercise price of $0.10 per Share, subject to certain
adjustments, (iv) a warrant (the "April 2007 Warrant" and together with the
November 2005 Warrant, and the May 2006 Warrant, the "Earlier Warrants") to
acquire 1,200,000 Shares, at an exercise price of $0.25 per Share, subject to
certain adjustments, (v) a warrant (the "A-1 September 2007 Warrant") to acquire
80,213,758 Shares, at an exercise price of $0.10 per Share, subject to certain
adjustments, (vi) a warrant (the "A-2 September 2007 Warrant") to acquire
6,709,480 Shares, at an exercise price of $0.10 per Share, subject to certain
adjustments, (vii) a warrant (the "A-3 September 2007 Warrant") to acquire
20,128,439 Shares, at an exercise price of $0.10 per Share, subject to certain
adjustments, (viii) a warrant (the "B-1 September 2007 Warrant") to acquire
14,208,310 Shares, at an exercise price of $0.10 per Share, subject to certain
adjustments, (ix) a warrant (the "B-2 September 2007 Warrant") to acquire
1,184,026 Shares, at an exercise price of $0.10 per Share, subject to certain
adjustments, (x) a warrant (the "B-3 September 2007 Warrant" and together with
the A-1 September 2007 Warrant, A-2 September 2007 Warrant, A-3 September 2007
Warrant, B-1 September 2007 Warrant, and B-2 September 2007 Warrant, the "Later
Warrants") to acquire 3,552,078 Shares, at an exercise price of $0.10 per Share,
subject to certain adjustments), (xi) a warrant (the "H-1 February 2009
Warrant") to acquire 15,370,000 Shares, at an exercise price of $0.10 per Share,
subject to certain adjustments, (xii) a warrant (the "H-2 February 2009 Warrant"
and together with the H-1 February 2009 Warrant, the "February 2009 Warrants")
to acquire 11,130,000 Shares, at an exercise price of $0.10 per Share, subject
to certain adjustments and (xii) 41,288 Shares. The February 2005 Warrant and
the Earlier Warrants contain an issuance limitation prohibiting the Investors
from exercising those securities to the extent that such exercise would result
in beneficial ownership by the Investors of more than 4.99% of the Shares then
issued and outstanding (the "4.99% Issuance Limitation"). The Later Warrants and
the February 2009 Warrants contain an issuance limitation prohibiting the
Investors from exercising those securities to the extent that such exercise
would result in beneficial ownership by the Investors of more than 9.99% of the
Shares then issued and outstanding (the "9.99% Issuance Limitation"). The 4.99%
Issuance Limitation in the February 2005 Warrant may be revoked upon 75 days
prior notice and is automatically null and void following upon an Event of
Default (as defined in and pursuant to the terms of the applicable instrument).
The 4.99% Issuance Limitation in the Earlier Warrants shall automatically become
null and void following notice to the Company upon the occurrence and during the
continuance of an Event of Default (as defined in and pursuant to the terms of
the applicable instrument), upon 75 days prior notice to the Company or upon
receipt by the Investors of a Notice of Redemption (as defined in and pursuant
to the terms of the applicable instrument). The 9.99% Issuance Limitation in the
Later Warrants may be waived by the Investors upon at least 61 days prior notice
to the Company and shall automatically become null and void following notice to
the Company of the occurrence and during the continuance of an event of default
(as defined in and pursuant to the terms of the applicable instrument). The
9.99% Issuance Limitation in the February 2009 Warrants may be waived by the
Investors upon at least 61 days notice to the Company, so long as at such time,
the Company has no indebtedness outstanding, and shall automatically become null
and void following notice to the Issuer upon the occurrence and during the
continuance of an event of default (as defined in the applicable instrument).
Calliope and Erato are wholly owned subsidiaries of Laurus Master Fund, Ltd. (in
Liquidation) (the "Fund"). The Fund is in liquidation under the supervision of
the Grand Court of the Cayman Islands. The Joint Official Liquidators ("JOLs")
are Chris Johnson and Russell Smith of Johnson Smith Associates Ltd. The JOLs
have discretion over the management of the Fund and the disposition of its
assets, including the securities owned by the Fund and its subsidiaries reported
in this Schedule 13G, as amended. Laurus Capital Management, LLC ("LCM"), acting
through its controlling principals, Eugene Grin and David Grin, provides day to
day investment management services to the Fund and its two feeder funds
concerning their respective assets, including the securities owned by Calliope
and Erato reported in this Schedule 13G, as amended, subject to certain
oversight and preapproval rights of the JOLs and LCM's obligations to the Fund
under the Seventh Amended and Restated Investment Management Agreement of April
26, 2007 (as amended, restated, modified and/or supplemented from time to time);
all of the foregoing subject to specific directions otherwise given by the JOLs
at their discretion. PSource is managed by LCM, subject to certain preapproval
rights of the board of directors of PSource. Valens Offshore I, Valens Offshore
II and Valens U.S. are each managed by Valens Capital Management, LLC. Eugene
Grin and David Grin, through other entities, are the controlling principals of
Laurus Capital Management, LLC and Valens Capital Management, LLC and share
voting and investment power over the securities owned by Erato and Calliope
(subject to the oversight and preapproval rights of the JOLs), PSource, Valens
U.S., Valens Offshore I and Valens Offshore II reported in this Schedule 13G, as
amended. The JOLs share voting and investment power over the securities owned by
Calliope and Erato.
CUSIP No. 284739109
--------- ----------------------------------------------------------------------
1 NAME OF REPORTING PERSON: Valens Offshore SPV II, Corp.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: 26-0811267
--------- ----------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / /
(b) /X/
--------- ----------------------------------------------------------------------
3 SEC USE ONLY
--------- ----------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
--------- ----------------------------------------------------------------------
NUMBER OF 5 SOLE VOTING POWER: 0 shares of Common Stock. *
SHARES ---- --------------------------------------------------------------
BENEFICIALLY 6 SHARED VOTING POWER: 3,090,683 shares of Common Stock. *
OWNED BY ---- --------------------------------------------------------------
EACH 7 SOLE DISPOSITIVE POWER: 0 shares of Common Stock. *
REPORTING ---- --------------------------------------------------------------
PERSON 8 SHARES DISPOSITIVE POWER: 3,090,683 shares of Common Stock. *
--------- ----------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,090,683 shares of Common Stock
--------- ----------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
/X/
--------- ----------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.99%
--------- ----------------------------------------------------------------------
12 TYPE OF REPORTING PERSON
CO
--------- ----------------------------------------------------------------------
*Based on 27,888,379 shares of the common stock, par value $0.10 per share (the
"Shares") outstanding of Pervasip Corp. (f/ka/ Elec Communications Corp.), a New
York corporation (the "Company") as of September 30, 2009, as disclosed in the
Company's Quarterly Report on Form 10-Q for the quarterly period ended August
31, 2009. As of December 31, 2009, Valens U.S. SPV I, LLC ("Valens U.S.")
Calliope Capital Corporation ("Calliope"), Erato Corp. ("Erato"), PSource
Structured Debt Limited ("PSource"), Valens Offshore SPV I, Ltd. ("Valens
Offshore I") and Valens Offshore SPV II, Corp.("Valens Offshore II" and together
with Valens U.S., PSource, Calliope, Erato and Valens Offshore I, the
"Investors") held (i) a warrant (the "February 2005 Warrant") to acquire 793,650
Shares, at an exercise price of $0.72 per Share for the first 264,550 Shares
acquired thereunder, $0.79 per Share for the next 264,550 Shares acquired
thereunder, and $0.95 per Share for the remaining Shares acquired thereunder,
subject to certain adjustments, (ii) a warrant (the "November 2005 Warrant") to
acquire 1,202,976 Shares, at an exercise price of $0.10 per Share, subject to
certain adjustments, (iii) a warrant (the "May 2006 Warrant") to acquire
3,359,856 Shares, at an exercise price of $0.10 per Share, subject to certain
adjustments, (iv) a warrant (the "April 2007 Warrant" and together with the
November 2005 Warrant, and the May 2006 Warrant, the "Earlier Warrants") to
acquire 1,200,000 Shares, at an exercise price of $0.25 per Share, subject to
certain adjustments, (v) a warrant (the "A-1 September 2007 Warrant") to acquire
80,213,758 Shares, at an exercise price of $0.10 per Share, subject to certain
adjustments, (vi) a warrant (the "A-2 September 2007 Warrant") to acquire
6,709,480 Shares, at an exercise price of $0.10 per Share, subject to certain
adjustments, (vii) a warrant (the "A-3 September 2007 Warrant") to acquire
20,128,439 Shares, at an exercise price of $0.10 per Share, subject to certain
adjustments, (viii) a warrant (the "B-1 September 2007 Warrant") to acquire
14,208,310 Shares, at an exercise price of $0.10 per Share, subject to certain
adjustments, (ix) a warrant (the "B-2 September 2007 Warrant") to acquire
1,184,026 Shares, at an exercise price of $0.10 per Share, subject to certain
adjustments, (x) a warrant (the "B-3 September 2007 Warrant" and together with
the A-1 September 2007 Warrant, A-2 September 2007 Warrant, A-3 September 2007
Warrant, B-1 September 2007 Warrant, and B-2 September 2007 Warrant, the "Later
Warrants") to acquire 3,552,078 Shares, at an exercise price of $0.10 per Share,
subject to certain adjustments), (xi) a warrant (the "H-1 February 2009
Warrant") to acquire 15,370,000 Shares, at an exercise price of $0.10 per Share,
subject to certain adjustments, (xii) a warrant (the "H-2 February 2009 Warrant"
and together with the H-1 February 2009 Warrant, the "February 2009 Warrants")
to acquire 11,130,000 Shares, at an exercise price of $0.10 per Share, subject
to certain adjustments and (xii) 41,288 Shares. The February 2005 Warrant and
the Earlier Warrants contain an issuance limitation prohibiting the Investors
from exercising those securities to the extent that such exercise would result
in beneficial ownership by the Investors of more than 4.99% of the Shares then
issued and outstanding (the "4.99% Issuance Limitation"). The Later Warrants and
the February 2009 Warrants contain an issuance limitation prohibiting the
Investors from exercising those securities to the extent that such exercise
would result in beneficial ownership by the Investors of more than 9.99% of the
Shares then issued and outstanding (the "9.99% Issuance Limitation"). The 4.99%
Issuance Limitation in the February 2005 Warrant may be revoked upon 75 days
prior notice and is automatically null and void following upon an Event of
Default (as defined in and pursuant to the terms of the applicable instrument).
The 4.99% Issuance Limitation in the Earlier Warrants shall automatically become
null and void following notice to the Company upon the occurrence and during the
continuance of an Event of Default (as defined in and pursuant to the terms of
the applicable instrument), upon 75 days prior notice to the Company or upon
receipt by the Investors of a Notice of Redemption (as defined in and pursuant
to the terms of the applicable instrument). The 9.99% Issuance Limitation in the
Later Warrants may be waived by the Investors upon at least 61 days prior notice
to the Company and shall automatically become null and void following notice to
the Company of the occurrence and during the continuance of an event of default
(as defined in and pursuant to the terms of the applicable instrument). The
9.99% Issuance Limitation in the February 2009 Warrants may be waived by the
Investors upon at least 61 days notice to the Company, so long as at such time,
the Company has no indebtedness outstanding, and shall automatically become null
and void following notice to the Issuer upon the occurrence and during the
continuance of an event of default (as defined in the applicable instrument).
Calliope and Erato are wholly owned subsidiaries of Laurus Master Fund, Ltd. (in
Liquidation) (the "Fund"). The Fund is in liquidation under the supervision of
the Grand Court of the Cayman Islands. The Joint Official Liquidators ("JOLs")
are Chris Johnson and Russell Smith of Johnson Smith Associates Ltd. The JOLs
have discretion over the management of the Fund and the disposition of its
assets, including the securities owned by the Fund and its subsidiaries reported
in this Schedule 13G, as amended. Laurus Capital Management, LLC ("LCM"), acting
through its controlling principals, Eugene Grin and David Grin, provides day to
day investment management services to the Fund and its two feeder funds
concerning their respective assets, including the securities owned by Calliope
and Erato reported in this Schedule 13G, as amended, subject to certain
oversight and preapproval rights of the JOLs and LCM's obligations to the Fund
under the Seventh Amended and Restated Investment Management Agreement of April
26, 2007 (as amended, restated, modified and/or supplemented from time to time);
all of the foregoing subject to specific directions otherwise given by the JOLs
at their discretion. PSource is managed by LCM, subject to certain preapproval
rights of the board of directors of PSource. Valens Offshore I, Valens Offshore
II and Valens U.S. are each managed by Valens Capital Management, LLC. Eugene
Grin and David Grin, through other entities, are the controlling principals of
Laurus Capital Management, LLC and Valens Capital Management, LLC and share
voting and investment power over the securities owned by Erato and Calliope
(subject to the oversight and preapproval rights of the JOLs), PSource, Valens
U.S., Valens Offshore I and Valens Offshore II reported in this Schedule 13G, as
amended. The JOLs share voting and investment power over the securities owned by
Calliope and Erato.
CUSIP No. 284739109
--------- ----------------------------------------------------------------------
1 NAME OF REPORTING PERSON: Valens U.S. SPV I, LLC
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: 20-8903266
--------- ----------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / /
(b) /X/
--------- ----------------------------------------------------------------------
3 SEC USE ONLY
--------- ----------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
--------- ----------------------------------------------------------------------
NUMBER OF 5 SOLE VOTING POWER: 0 shares of Common Stock. *
SHARES ---- --------------------------------------------------------------
BENEFICIALLY 6 SHARED VOTING POWER: 3,090,683 shares of Common Stock. *
OWNED BY ---- --------------------------------------------------------------
EACH 7 SOLE DISPOSITIVE POWER: 0 shares of Common Stock. *
REPORTING ---- --------------------------------------------------------------
PERSON 8 SHARES DISPOSITIVE POWER: 3,090,683 shares of Common Stock. *
--------- ----------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,090,683 shares of Common Stock
--------- ----------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
/X/
--------- ----------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.99%
--------- ----------------------------------------------------------------------
12 TYPE OF REPORTING PERSON
OO
--------- ----------------------------------------------------------------------
*Based on 27,888,379 shares of the common stock, par value $0.10 per share (the
"Shares") outstanding of Pervasip Corp. (f/ka/ Elec Communications Corp.), a New
York corporation (the "Company") as of September 30, 2009, as disclosed in the
Company's Quarterly Report on Form 10-Q for the quarterly period ended August
31, 2009. As of December 31, 2009, Valens U.S. SPV I, LLC ("Valens U.S.")
Calliope Capital Corporation ("Calliope"), Erato Corp. ("Erato"), PSource
Structured Debt Limited ("PSource"), Valens Offshore SPV I, Ltd. ("Valens
Offshore I") and Valens Offshore SPV II, Corp.("Valens Offshore II" and together
with Valens U.S., PSource, Calliope, Erato and Valens Offshore I, the
"Investors") held (i) a warrant (the "February 2005 Warrant") to acquire 793,650
Shares, at an exercise price of $0.72 per Share for the first 264,550 Shares
acquired thereunder, $0.79 per Share for the next 264,550 Shares acquired
thereunder, and $0.95 per Share for the remaining Shares acquired thereunder,
subject to certain adjustments, (ii) a warrant (the "November 2005 Warrant") to
acquire 1,202,976 Shares, at an exercise price of $0.10 per Share, subject to
certain adjustments, (iii) a warrant (the "May 2006 Warrant") to acquire
3,359,856 Shares, at an exercise price of $0.10 per Share, subject to certain
adjustments, (iv) a warrant (the "April 2007 Warrant" and together with the
November 2005 Warrant, and the May 2006 Warrant, the "Earlier Warrants") to
acquire 1,200,000 Shares, at an exercise price of $0.25 per Share, subject to
certain adjustments, (v) a warrant (the "A-1 September 2007 Warrant") to acquire
80,213,758 Shares, at an exercise price of $0.10 per Share, subject to certain
adjustments, (vi) a warrant (the "A-2 September 2007 Warrant") to acquire
6,709,480 Shares, at an exercise price of $0.10 per Share, subject to certain
adjustments, (vii) a warrant (the "A-3 September 2007 Warrant") to acquire
20,128,439 Shares, at an exercise price of $0.10 per Share, subject to certain
adjustments, (viii) a warrant (the "B-1 September 2007 Warrant") to acquire
14,208,310 Shares, at an exercise price of $0.10 per Share, subject to certain
adjustments, (ix) a warrant (the "B-2 September 2007 Warrant") to acquire
1,184,026 Shares, at an exercise price of $0.10 per Share, subject to certain
adjustments, (x) a warrant (the "B-3 September 2007 Warrant" and together with
the A-1 September 2007 Warrant, A-2 September 2007 Warrant, A-3 September 2007
Warrant, B-1 September 2007 Warrant, and B-2 September 2007 Warrant, the "Later
Warrants") to acquire 3,552,078 Shares, at an exercise price of $0.10 per Share,
subject to certain adjustments), (xi) a warrant (the "H-1 February 2009
Warrant") to acquire 15,370,000 Shares, at an exercise price of $0.10 per Share,
subject to certain adjustments, (xii) a warrant (the "H-2 February 2009 Warrant"
and together with the H-1 February 2009 Warrant, the "February 2009 Warrants")
to acquire 11,130,000 Shares, at an exercise price of $0.10 per Share, subject
to certain adjustments and (xii) 41,288 Shares. The February 2005 Warrant and
the Earlier Warrants contain an issuance limitation prohibiting the Investors
from exercising those securities to the extent that such exercise would result
in beneficial ownership by the Investors of more than 4.99% of the Shares then
issued and outstanding (the "4.99% Issuance Limitation"). The Later Warrants and
the February 2009 Warrants contain an issuance limitation prohibiting the
Investors from exercising those securities to the extent that such exercise
would result in beneficial ownership by the Investors of more than 9.99% of the
Shares then issued and outstanding (the "9.99% Issuance Limitation"). The 4.99%
Issuance Limitation in the February 2005 Warrant may be revoked upon 75 days
prior notice and is automatically null and void following upon an Event of
Default (as defined in and pursuant to the terms of the applicable instrument).
The 4.99% Issuance Limitation in the Earlier Warrants shall automatically become
null and void following notice to the Company upon the occurrence and during the
continuance of an Event of Default (as defined in and pursuant to the terms of
the applicable instrument), upon 75 days prior notice to the Company or upon
receipt by the Investors of a Notice of Redemption (as defined in and pursuant
to the terms of the applicable instrument). The 9.99% Issuance Limitation in the
Later Warrants may be waived by the Investors upon at least 61 days prior notice
to the Company and shall automatically become null and void following notice to
the Company of the occurrence and during the continuance of an event of default
(as defined in and pursuant to the terms of the applicable instrument). The
9.99% Issuance Limitation in the February 2009 Warrants may be waived by the
Investors upon at least 61 days notice to the Company, so long as at such time,
the Company has no indebtedness outstanding, and shall automatically become null
and void following notice to the Issuer upon the occurrence and during the
continuance of an event of default (as defined in the applicable instrument).
Calliope and Erato are wholly owned subsidiaries of Laurus Master Fund, Ltd. (in
Liquidation) (the "Fund"). The Fund is in liquidation under the supervision of
the Grand Court of the Cayman Islands. The Joint Official Liquidators ("JOLs")
are Chris Johnson and Russell Smith of Johnson Smith Associates Ltd. The JOLs
have discretion over the management of the Fund and the disposition of its
assets, including the securities owned by the Fund and its subsidiaries reported
in this Schedule 13G, as amended. Laurus Capital Management, LLC ("LCM"), acting
through its controlling principals, Eugene Grin and David Grin, provides day to
day investment management services to the Fund and its two feeder funds
concerning their respective assets, including the securities owned by Calliope
and Erato reported in this Schedule 13G, as amended, subject to certain
oversight and preapproval rights of the JOLs and LCM's obligations to the Fund
under the Seventh Amended and Restated Investment Management Agreement of April
26, 2007 (as amended, restated, modified and/or supplemented from time to time);
all of the foregoing subject to specific directions otherwise given by the JOLs
at their discretion. PSource is managed by LCM, subject to certain preapproval
rights of the board of directors of PSource. Valens Offshore I, Valens Offshore
II and Valens U.S. are each managed by Valens Capital Management, LLC. Eugene
Grin and David Grin, through other entities, are the controlling principals of
Laurus Capital Management, LLC and Valens Capital Management, LLC and share
voting and investment power over the securities owned by Erato and Calliope
(subject to the oversight and preapproval rights of the JOLs), PSource, Valens
U.S., Valens Offshore I and Valens Offshore II reported in this Schedule 13G, as
amended. The JOLs share voting and investment power over the securities owned by
Calliope and Erato.
CUSIP No. 284739109
--------- ----------------------------------------------------------------------
1 NAME OF REPORTING PERSON: Valens Offshore SPV I, Ltd.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON:
--------- ----------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / /
(b) /X/
--------- ----------------------------------------------------------------------
3 SEC USE ONLY
--------- ----------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
--------- ----------------------------------------------------------------------
NUMBER OF 5 SOLE VOTING POWER: 0 shares of Common Stock. *
SHARES ---- --------------------------------------------------------------
BENEFICIALLY 6 SHARED VOTING POWER: 3,090,683 shares of Common Stock. *
OWNED BY ---- --------------------------------------------------------------
EACH 7 SOLE DISPOSITIVE POWER: 0 shares of Common Stock. *
REPORTING ---- --------------------------------------------------------------
PERSON 8 SHARES DISPOSITIVE POWER: 3,090,683 shares of Common Stock. *
--------- ----------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,090,683 shares of Common Stock
--------- ----------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
/X/
--------- ----------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.99%
--------- ----------------------------------------------------------------------
12 TYPE OF REPORTING PERSON
CO
--------- ----------------------------------------------------------------------
*Based on 27,888,379 shares of the common stock, par value $0.10 per share (the
"Shares") outstanding of Pervasip Corp. (f/ka/ Elec Communications Corp.), a New
York corporation (the "Company") as of September 30, 2009, as disclosed in the
Company's Quarterly Report on Form 10-Q for the quarterly period ended August
31, 2009. As of December 31, 2009, Valens U.S. SPV I, LLC ("Valens U.S.")
Calliope Capital Corporation ("Calliope"), Erato Corp. ("Erato"), PSource
Structured Debt Limited ("PSource"), Valens Offshore SPV I, Ltd. ("Valens
Offshore I") and Valens Offshore SPV II, Corp.("Valens Offshore II" and together
with Valens U.S., PSource, Calliope, Erato and Valens Offshore I, the
"Investors") held (i) a warrant (the "February 2005 Warrant") to acquire 793,650
Shares, at an exercise price of $0.72 per Share for the first 264,550 Shares
acquired thereunder, $0.79 per Share for the next 264,550 Shares acquired
thereunder, and $0.95 per Share for the remaining Shares acquired thereunder,
subject to certain adjustments, (ii) a warrant (the "November 2005 Warrant") to
acquire 1,202,976 Shares, at an exercise price of $0.10 per Share, subject to
certain adjustments, (iii) a warrant (the "May 2006 Warrant") to acquire
3,359,856 Shares, at an exercise price of $0.10 per Share, subject to certain
adjustments, (iv) a warrant (the "April 2007 Warrant" and together with the
November 2005 Warrant, and the May 2006 Warrant, the "Earlier Warrants") to
acquire 1,200,000 Shares, at an exercise price of $0.25 per Share, subject to
certain adjustments, (v) a warrant (the "A-1 September 2007 Warrant") to acquire
80,213,758 Shares, at an exercise price of $0.10 per Share, subject to certain
adjustments, (vi) a warrant (the "A-2 September 2007 Warrant") to acquire
6,709,480 Shares, at an exercise price of $0.10 per Share, subject to certain
adjustments, (vii) a warrant (the "A-3 September 2007 Warrant") to acquire
20,128,439 Shares, at an exercise price of $0.10 per Share, subject to certain
adjustments, (viii) a warrant (the "B-1 September 2007 Warrant") to acquire
14,208,310 Shares, at an exercise price of $0.10 per Share, subject to certain
adjustments, (ix) a warrant (the "B-2 September 2007 Warrant") to acquire
1,184,026 Shares, at an exercise price of $0.10 per Share, subject to certain
adjustments, (x) a warrant (the "B-3 September 2007 Warrant" and together with
the A-1 September 2007 Warrant, A-2 September 2007 Warrant, A-3 September 2007
Warrant, B-1 September 2007 Warrant, and B-2 September 2007 Warrant, the "Later
Warrants") to acquire 3,552,078 Shares, at an exercise price of $0.10 per Share,
subject to certain adjustments), (xi) a warrant (the "H-1 February 2009
Warrant") to acquire 15,370,000 Shares, at an exercise price of $0.10 per Share,
subject to certain adjustments, (xii) a warrant (the "H-2 February 2009 Warrant"
and together with the H-1 February 2009 Warrant, the "February 2009 Warrants")
to acquire 11,130,000 Shares, at an exercise price of $0.10 per Share, subject
to certain adjustments and (xii) 41,288 Shares. The February 2005 Warrant and
the Earlier Warrants contain an issuance limitation prohibiting the Investors
from exercising those securities to the extent that such exercise would result
in beneficial ownership by the Investors of more than 4.99% of the Shares then
issued and outstanding (the "4.99% Issuance Limitation"). The Later Warrants and
the February 2009 Warrants contain an issuance limitation prohibiting the
Investors from exercising those securities to the extent that such exercise
would result in beneficial ownership by the Investors of more than 9.99% of the
Shares then issued and outstanding (the "9.99% Issuance Limitation"). The 4.99%
Issuance Limitation in the February 2005 Warrant may be revoked upon 75 days
prior notice and is automatically null and void following upon an Event of
Default (as defined in and pursuant to the terms of the applicable instrument).
The 4.99% Issuance Limitation in the Earlier Warrants shall automatically become
null and void following notice to the Company upon the occurrence and during the
continuance of an Event of Default (as defined in and pursuant to the terms of
the applicable instrument), upon 75 days prior notice to the Company or upon
receipt by the Investors of a Notice of Redemption (as defined in and pursuant
to the terms of the applicable instrument). The 9.99% Issuance Limitation in the
Later Warrants may be waived by the Investors upon at least 61 days prior notice
to the Company and shall automatically become null and void following notice to
the Company of the occurrence and during the continuance of an event of default
(as defined in and pursuant to the terms of the applicable instrument). The
9.99% Issuance Limitation in the February 2009 Warrants may be waived by the
Investors upon at least 61 days notice to the Company, so long as at such time,
the Company has no indebtedness outstanding, and shall automatically become null
and void following notice to the Issuer upon the occurrence and during the
continuance of an event of default (as defined in the applicable instrument).
Calliope and Erato are wholly owned subsidiaries of Laurus Master Fund, Ltd. (in
Liquidation) (the "Fund"). The Fund is in liquidation under the supervision of
the Grand Court of the Cayman Islands. The Joint Official Liquidators ("JOLs")
are Chris Johnson and Russell Smith of Johnson Smith Associates Ltd. The JOLs
have discretion over the management of the Fund and the disposition of its
assets, including the securities owned by the Fund and its subsidiaries reported
in this Schedule 13G, as amended. Laurus Capital Management, LLC ("LCM"), acting
through its controlling principals, Eugene Grin and David Grin, provides day to
day investment management services to the Fund and its two feeder funds
concerning their respective assets, including the securities owned by Calliope
and Erato reported in this Schedule 13G, as amended, subject to certain
oversight and preapproval rights of the JOLs and LCM's obligations to the Fund
under the Seventh Amended and Restated Investment Management Agreement of April
26, 2007 (as amended, restated, modified and/or supplemented from time to time);
all of the foregoing subject to specific directions otherwise given by the JOLs
at their discretion. PSource is managed by LCM, subject to certain preapproval
rights of the board of directors of PSource. Valens Offshore I, Valens Offshore
II and Valens U.S. are each managed by Valens Capital Management, LLC. Eugene
Grin and David Grin, through other entities, are the controlling principals of
Laurus Capital Management, LLC and Valens Capital Management, LLC and share
voting and investment power over the securities owned by Erato and Calliope
(subject to the oversight and preapproval rights of the JOLs), PSource, Valens
U.S., Valens Offshore I and Valens Offshore II reported in this Schedule 13G, as
amended. The JOLs share voting and investment power over the securities owned by
Calliope and Erato.
CUSIP No. 284739109
--------- ----------------------------------------------------------------------
1 NAME OF REPORTING PERSON: Valens Capital Management, LLC
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: 20-8903345
--------- ----------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / /
(b) /X/
--------- ----------------------------------------------------------------------
3 SEC USE ONLY
--------- ----------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
--------- ----------------------------------------------------------------------
NUMBER OF 5 SOLE VOTING POWER: 0 shares of Common Stock. *
SHARES ---- --------------------------------------------------------------
BENEFICIALLY 6 SHARED VOTING POWER: 3,090,683 shares of Common Stock. *
OWNED BY ---- --------------------------------------------------------------
EACH 7 SOLE DISPOSITIVE POWER: 0 shares of Common Stock. *
REPORTING ---- --------------------------------------------------------------
PERSON 8 SHARES DISPOSITIVE POWER: 3,090,683 shares of Common Stock. *
--------- ----------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,090,683 shares of Common Stock
--------- ----------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
/X/
--------- ----------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.99%
--------- ----------------------------------------------------------------------
12 TYPE OF REPORTING PERSON
OO
--------- ----------------------------------------------------------------------
*Based on 27,888,379 shares of the common stock, par value $0.10 per share (the
"Shares") outstanding of Pervasip Corp. (f/ka/ Elec Communications Corp.), a New
York corporation (the "Company") as of September 30, 2009, as disclosed in the
Company's Quarterly Report on Form 10-Q for the quarterly period ended August
31, 2009. As of December 31, 2009, Valens U.S. SPV I, LLC ("Valens U.S.")
Calliope Capital Corporation ("Calliope"), Erato Corp. ("Erato"), PSource
Structured Debt Limited ("PSource"), Valens Offshore SPV I, Ltd. ("Valens
Offshore I") and Valens Offshore SPV II, Corp.("Valens Offshore II" and together
with Valens U.S., PSource, Calliope, Erato and Valens Offshore I, the
"Investors") held (i) a warrant (the "February 2005 Warrant") to acquire 793,650
Shares, at an exercise price of $0.72 per Share for the first 264,550 Shares
acquired thereunder, $0.79 per Share for the next 264,550 Shares acquired
thereunder, and $0.95 per Share for the remaining Shares acquired thereunder,
subject to certain adjustments, (ii) a warrant (the "November 2005 Warrant") to
acquire 1,202,976 Shares, at an exercise price of $0.10 per Share, subject to
certain adjustments, (iii) a warrant (the "May 2006 Warrant") to acquire
3,359,856 Shares, at an exercise price of $0.10 per Share, subject to certain
adjustments, (iv) a warrant (the "April 2007 Warrant" and together with the
November 2005 Warrant, and the May 2006 Warrant, the "Earlier Warrants") to
acquire 1,200,000 Shares, at an exercise price of $0.25 per Share, subject to
certain adjustments, (v) a warrant (the "A-1 September 2007 Warrant") to acquire
80,213,758 Shares, at an exercise price of $0.10 per Share, subject to certain
adjustments, (vi) a warrant (the "A-2 September 2007 Warrant") to acquire
6,709,480 Shares, at an exercise price of $0.10 per Share, subject to certain
adjustments, (vii) a warrant (the "A-3 September 2007 Warrant") to acquire
20,128,439 Shares, at an exercise price of $0.10 per Share, subject to certain
adjustments, (viii) a warrant (the "B-1 September 2007 Warrant") to acquire
14,208,310 Shares, at an exercise price of $0.10 per Share, subject to certain
adjustments, (ix) a warrant (the "B-2 September 2007 Warrant") to acquire
1,184,026 Shares, at an exercise price of $0.10 per Share, subject to certain
adjustments, (x) a warrant (the "B-3 September 2007 Warrant" and together with
the A-1 September 2007 Warrant, A-2 September 2007 Warrant, A-3 September 2007
Warrant, B-1 September 2007 Warrant, and B-2 September 2007 Warrant, the "Later
Warrants") to acquire 3,552,078 Shares, at an exercise price of $0.10 per Share,
subject to certain adjustments), (xi) a warrant (the "H-1 February 2009
Warrant") to acquire 15,370,000 Shares, at an exercise price of $0.10 per Share,
subject to certain adjustments, (xii) a warrant (the "H-2 February 2009 Warrant"
and together with the H-1 February 2009 Warrant, the "February 2009 Warrants")
to acquire 11,130,000 Shares, at an exercise price of $0.10 per Share, subject
to certain adjustments and (xii) 41,288 Shares. The February 2005 Warrant and
the Earlier Warrants contain an issuance limitation prohibiting the Investors
from exercising those securities to the extent that such exercise would result
in beneficial ownership by the Investors of more than 4.99% of the Shares then
issued and outstanding (the "4.99% Issuance Limitation"). The Later Warrants and
the February 2009 Warrants contain an issuance limitation prohibiting the
Investors from exercising those securities to the extent that such exercise
would result in beneficial ownership by the Investors of more than 9.99% of the
Shares then issued and outstanding (the "9.99% Issuance Limitation"). The 4.99%
Issuance Limitation in the February 2005 Warrant may be revoked upon 75 days
prior notice and is automatically null and void following upon an Event of
Default (as defined in and pursuant to the terms of the applicable instrument).
The 4.99% Issuance Limitation in the Earlier Warrants shall automatically become
null and void following notice to the Company upon the occurrence and during the
continuance of an Event of Default (as defined in and pursuant to the terms of
the applicable instrument), upon 75 days prior notice to the Company or upon
receipt by the Investors of a Notice of Redemption (as defined in and pursuant
to the terms of the applicable instrument). The 9.99% Issuance Limitation in the
Later Warrants may be waived by the Investors upon at least 61 days prior notice
to the Company and shall automatically become null and void following notice to
the Company of the occurrence and during the continuance of an event of default
(as defined in and pursuant to the terms of the applicable instrument). The
9.99% Issuance Limitation in the February 2009 Warrants may be waived by the
Investors upon at least 61 days notice to the Company, so long as at such time,
the Company has no indebtedness outstanding, and shall automatically become null
and void following notice to the Issuer upon the occurrence and during the
continuance of an event of default (as defined in the applicable instrument).
Calliope and Erato are wholly owned subsidiaries of Laurus Master Fund, Ltd. (in
Liquidation) (the "Fund"). The Fund is in liquidation under the supervision of
the Grand Court of the Cayman Islands. The Joint Official Liquidators ("JOLs")
are Chris Johnson and Russell Smith of Johnson Smith Associates Ltd. The JOLs
have discretion over the management of the Fund and the disposition of its
assets, including the securities owned by the Fund and its subsidiaries reported
in this Schedule 13G, as amended. Laurus Capital Management, LLC ("LCM"), acting
through its controlling principals, Eugene Grin and David Grin, provides day to
day investment management services to the Fund and its two feeder funds
concerning their respective assets, including the securities owned by Calliope
and Erato reported in this Schedule 13G, as amended, subject to certain
oversight and preapproval rights of the JOLs and LCM's obligations to the Fund
under the Seventh Amended and Restated Investment Management Agreement of April
26, 2007 (as amended, restated, modified and/or supplemented from time to time);
all of the foregoing subject to specific directions otherwise given by the JOLs
at their discretion. PSource is managed by LCM, subject to certain preapproval
rights of the board of directors of PSource. Valens Offshore I, Valens Offshore
II and Valens U.S. are each managed by Valens Capital Management, LLC. Eugene
Grin and David Grin, through other entities, are the controlling principals of
Laurus Capital Management, LLC and Valens Capital Management, LLC and share
voting and investment power over the securities owned by Erato and Calliope
(subject to the oversight and preapproval rights of the JOLs), PSource, Valens
U.S., Valens Offshore I and Valens Offshore II reported in this Schedule 13G, as
amended. The JOLs share voting and investment power over the securities owned by
Calliope and Erato.
CUSIP No. 284739109
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON: Chris Johnson
--------- ----------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / /
(b) /X/
--------- ----------------------------------------------------------------------
3 SEC USE ONLY
--------- ----------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
--------- ----------------------------------------------------------------------
NUMBER OF 5 SOLE VOTING POWER: 0 shares of Common Stock. *
SHARES ---- --------------------------------------------------------------
BENEFICIALLY 6 SHARED VOTING POWER: 3,090,683 shares of Common Stock. *
OWNED BY ---- --------------------------------------------------------------
EACH 7 SOLE DISPOSITIVE POWER: 0 shares of Common Stock. *
REPORTING ---- --------------------------------------------------------------
PERSON 8 SHARES DISPOSITIVE POWER: 3,090,683 shares of Common Stock. *
--------- ----------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,090,683 shares of Common Stock
--------- ----------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
/X/
--------- ----------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.99 %
--------- ----------------------------------------------------------------------
12 TYPE OF REPORTING PERSON
IN
--------- ----------------------------------------------------------------------
*Based on 27,888,379 shares of the common stock, par value $0.10 per share (the
"Shares") outstanding of Pervasip Corp. (f/ka/ Elec Communications Corp.), a New
York corporation (the "Company") as of September 30, 2009, as disclosed in the
Company's Quarterly Report on Form 10-Q for the quarterly period ended August
31, 2009. As of December 31, 2009, Valens U.S. SPV I, LLC ("Valens U.S.")
Calliope Capital Corporation ("Calliope"), Erato Corp. ("Erato"), PSource
Structured Debt Limited ("PSource"), Valens Offshore SPV I, Ltd. ("Valens
Offshore I") and Valens Offshore SPV II, Corp.("Valens Offshore II" and together
with Valens U.S., PSource, Calliope, Erato and Valens Offshore I, the
"Investors") held (i) a warrant (the "February 2005 Warrant") to acquire 793,650
Shares, at an exercise price of $0.72 per Share for the first 264,550 Shares
acquired thereunder, $0.79 per Share for the next 264,550 Shares acquired
thereunder, and $0.95 per Share for the remaining Shares acquired thereunder,
subject to certain adjustments, (ii) a warrant (the "November 2005 Warrant") to
acquire 1,202,976 Shares, at an exercise price of $0.10 per Share, subject to
certain adjustments, (iii) a warrant (the "May 2006 Warrant") to acquire
3,359,856 Shares, at an exercise price of $0.10 per Share, subject to certain
adjustments, (iv) a warrant (the "April 2007 Warrant" and together with the
November 2005 Warrant, and the May 2006 Warrant, the "Earlier Warrants") to
acquire 1,200,000 Shares, at an exercise price of $0.25 per Share, subject to
certain adjustments, (v) a warrant (the "A-1 September 2007 Warrant") to acquire
80,213,758 Shares, at an exercise price of $0.10 per Share, subject to certain
adjustments, (vi) a warrant (the "A-2 September 2007 Warrant") to acquire
6,709,480 Shares, at an exercise price of $0.10 per Share, subject to certain
adjustments, (vii) a warrant (the "A-3 September 2007 Warrant") to acquire
20,128,439 Shares, at an exercise price of $0.10 per Share, subject to certain
adjustments, (viii) a warrant (the "B-1 September 2007 Warrant") to acquire
14,208,310 Shares, at an exercise price of $0.10 per Share, subject to certain
adjustments, (ix) a warrant (the "B-2 September 2007 Warrant") to acquire
1,184,026 Shares, at an exercise price of $0.10 per Share, subject to certain
adjustments, (x) a warrant (the "B-3 September 2007 Warrant" and together with
the A-1 September 2007 Warrant, A-2 September 2007 Warrant, A-3 September 2007
Warrant, B-1 September 2007 Warrant, and B-2 September 2007 Warrant, the "Later
Warrants") to acquire 3,552,078 Shares, at an exercise price of $0.10 per Share,
subject to certain adjustments), (xi) a warrant (the "H-1 February 2009
Warrant") to acquire 15,370,000 Shares, at an exercise price of $0.10 per Share,
subject to certain adjustments, (xii) a warrant (the "H-2 February 2009 Warrant"
and together with the H-1 February 2009 Warrant, the "February 2009 Warrants")
to acquire 11,130,000 Shares, at an exercise price of $0.10 per Share, subject
to certain adjustments and (xii) 41,288 Shares. The February 2005 Warrant and
the Earlier Warrants contain an issuance limitation prohibiting the Investors
from exercising those securities to the extent that such exercise would result
in beneficial ownership by the Investors of more than 4.99% of the Shares then
issued and outstanding (the "4.99% Issuance Limitation"). The Later Warrants and
the February 2009 Warrants contain an issuance limitation prohibiting the
Investors from exercising those securities to the extent that such exercise
would result in beneficial ownership by the Investors of more than 9.99% of the
Shares then issued and outstanding (the "9.99% Issuance Limitation"). The 4.99%
Issuance Limitation in the February 2005 Warrant may be revoked upon 75 days
prior notice and is automatically null and void following upon an Event of
Default (as defined in and pursuant to the terms of the applicable instrument).
The 4.99% Issuance Limitation in the Earlier Warrants shall automatically become
null and void following notice to the Company upon the occurrence and during the
continuance of an Event of Default (as defined in and pursuant to the terms of
the applicable instrument), upon 75 days prior notice to the Company or upon
receipt by the Investors of a Notice of Redemption (as defined in and pursuant
to the terms of the applicable instrument). The 9.99% Issuance Limitation in the
Later Warrants may be waived by the Investors upon at least 61 days prior notice
to the Company and shall automatically become null and void following notice to
the Company of the occurrence and during the continuance of an event of default
(as defined in and pursuant to the terms of the applicable instrument). The
9.99% Issuance Limitation in the February 2009 Warrants may be waived by the
Investors upon at least 61 days notice to the Company, so long as at such time,
the Company has no indebtedness outstanding, and shall automatically become null
and void following notice to the Issuer upon the occurrence and during the
continuance of an event of default (as defined in the applicable instrument).
Calliope and Erato are wholly owned subsidiaries of Laurus Master Fund, Ltd. (in
Liquidation) (the "Fund"). The Fund is in liquidation under the supervision of
the Grand Court of the Cayman Islands. The Joint Official Liquidators ("JOLs")
are Chris Johnson and Russell Smith of Johnson Smith Associates Ltd. The JOLs
have discretion over the management of the Fund and the disposition of its
assets, including the securities owned by the Fund and its subsidiaries reported
in this Schedule 13G, as amended. Laurus Capital Management, LLC ("LCM"), acting
through its controlling principals, Eugene Grin and David Grin, provides day to
day investment management services to the Fund and its two feeder funds
concerning their respective assets, including the securities owned by Calliope
and Erato reported in this Schedule 13G, as amended, subject to certain
oversight and preapproval rights of the JOLs and LCM's obligations to the Fund
under the Seventh Amended and Restated Investment Management Agreement of April
26, 2007 (as amended, restated, modified and/or supplemented from time to time);
all of the foregoing subject to specific directions otherwise given by the JOLs
at their discretion. PSource is managed by LCM, subject to certain preapproval
rights of the board of directors of PSource. Valens Offshore I, Valens Offshore
II and Valens U.S. are each managed by Valens Capital Management, LLC. Eugene
Grin and David Grin, through other entities, are the controlling principals of
Laurus Capital Management, LLC and Valens Capital Management, LLC and share
voting and investment power over the securities owned by Erato and Calliope
(subject to the oversight and preapproval rights of the JOLs), PSource, Valens
U.S., Valens Offshore I and Valens Offshore II reported in this Schedule 13G, as
amended. The JOLs share voting and investment power over the securities owned by
Calliope and Erato.
CUSIP No. 284739109
--------- ----------------------------------------------------------------------
1 NAME OF REPORTING PERSON: Russell Smith
--------- ----------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / /
(b) /X/
--------- ----------------------------------------------------------------------
3 SEC USE ONLY
--------- ----------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
--------- ----------------------------------------------------------------------
NUMBER OF 5 SOLE VOTING POWER: 0 shares of Common Stock.*
SHARES ---- --------------------------------------------------------------
BENEFICIALLY 6 SHARED VOTING POWER: 3,090,683 shares of Common Stock. *
OWNED BY ---- --------------------------------------------------------------
EACH 7 SOLE DISPOSITIVE POWER: 0 shares of Common Stock. *
REPORTING ---- --------------------------------------------------------------
PERSON 8 SHARES DISPOSITIVE POWER: 3,090,683 shares of Common Stock. *
--------- ----------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,090,683 shares of Common Stock
--------- ----------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
/X/
--------- ----------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.99 %
--------- ----------------------------------------------------------------------
12 TYPE OF REPORTING PERSON
IN
--------- ----------------------------------------------------------------------
*Based on 27,888,379 shares of the common stock, par value $0.10 per share (the
"Shares") outstanding of Pervasip Corp. (f/ka/ Elec Communications Corp.), a New
York corporation (the "Company") as of September 30, 2009, as disclosed in the
Company's Quarterly Report on Form 10-Q for the quarterly period ended August
31, 2009. As of December 31, 2009, Valens U.S. SPV I, LLC ("Valens U.S.")
Calliope Capital Corporation ("Calliope"), Erato Corp. ("Erato"), PSource
Structured Debt Limited ("PSource"), Valens Offshore SPV I, Ltd. ("Valens
Offshore I") and Valens Offshore SPV II, Corp.("Valens Offshore II" and together
with Valens U.S., PSource, Calliope, Erato and Valens Offshore I, the
"Investors") held (i) a warrant (the "February 2005 Warrant") to acquire 793,650
Shares, at an exercise price of $0.72 per Share for the first 264,550 Shares
acquired thereunder, $0.79 per Share for the next 264,550 Shares acquired
thereunder, and $0.95 per Share for the remaining Shares acquired thereunder,
subject to certain adjustments, (ii) a warrant (the "November 2005 Warrant") to
acquire 1,202,976 Shares, at an exercise price of $0.10 per Share, subject to
certain adjustments, (iii) a warrant (the "May 2006 Warrant") to acquire
3,359,856 Shares, at an exercise price of $0.10 per Share, subject to certain
adjustments, (iv) a warrant (the "April 2007 Warrant" and together with the
November 2005 Warrant, and the May 2006 Warrant, the "Earlier Warrants") to
acquire 1,200,000 Shares, at an exercise price of $0.25 per Share, subject to
certain adjustments, (v) a warrant (the "A-1 September 2007 Warrant") to acquire
80,213,758 Shares, at an exercise price of $0.10 per Share, subject to certain
adjustments, (vi) a warrant (the "A-2 September 2007 Warrant") to acquire
6,709,480 Shares, at an exercise price of $0.10 per Share, subject to certain
adjustments, (vii) a warrant (the "A-3 September 2007 Warrant") to acquire
20,128,439 Shares, at an exercise price of $0.10 per Share, subject to certain
adjustments, (viii) a warrant (the "B-1 September 2007 Warrant") to acquire
14,208,310 Shares, at an exercise price of $0.10 per Share, subject to certain
adjustments, (ix) a warrant (the "B-2 September 2007 Warrant") to acquire
1,184,026 Shares, at an exercise price of $0.10 per Share, subject to certain
adjustments, (x) a warrant (the "B-3 September 2007 Warrant" and together with
the A-1 September 2007 Warrant, A-2 September 2007 Warrant, A-3 September 2007
Warrant, B-1 September 2007 Warrant, and B-2 September 2007 Warrant, the "Later
Warrants") to acquire 3,552,078 Shares, at an exercise price of $0.10 per Share,
subject to certain adjustments), (xi) a warrant (the "H-1 February 2009
Warrant") to acquire 15,370,000 Shares, at an exercise price of $0.10 per Share,
subject to certain adjustments, (xii) a warrant (the "H-2 February 2009 Warrant"
and together with the H-1 February 2009 Warrant, the "February 2009 Warrants")
to acquire 11,130,000 Shares, at an exercise price of $0.10 per Share, subject
to certain adjustments and (xii) 41,288 Shares. The February 2005 Warrant and
the Earlier Warrants contain an issuance limitation prohibiting the Investors
from exercising those securities to the extent that such exercise would result
in beneficial ownership by the Investors of more than 4.99% of the Shares then
issued and outstanding (the "4.99% Issuance Limitation"). The Later Warrants and
the February 2009 Warrants contain an issuance limitation prohibiting the
Investors from exercising those securities to the extent that such exercise
would result in beneficial ownership by the Investors of more than 9.99% of the
Shares then issued and outstanding (the "9.99% Issuance Limitation"). The 4.99%
Issuance Limitation in the February 2005 Warrant may be revoked upon 75 days
prior notice and is automatically null and void following upon an Event of
Default (as defined in and pursuant to the terms of the applicable instrument).
The 4.99% Issuance Limitation in the Earlier Warrants shall automatically become
null and void following notice to the Company upon the occurrence and during the
continuance of an Event of Default (as defined in and pursuant to the terms of
the applicable instrument), upon 75 days prior notice to the Company or upon
receipt by the Investors of a Notice of Redemption (as defined in and pursuant
to the terms of the applicable instrument). The 9.99% Issuance Limitation in the
Later Warrants may be waived by the Investors upon at least 61 days prior notice
to the Company and shall automatically become null and void following notice to
the Company of the occurrence and during the continuance of an event of default
(as defined in and pursuant to the terms of the applicable instrument). The
9.99% Issuance Limitation in the February 2009 Warrants may be waived by the
Investors upon at least 61 days notice to the Company, so long as at such time,
the Company has no indebtedness outstanding, and shall automatically become null
and void following notice to the Issuer upon the occurrence and during the
continuance of an event of default (as defined in the applicable instrument).
Calliope and Erato are wholly owned subsidiaries of Laurus Master Fund, Ltd. (in
Liquidation) (the "Fund"). The Fund is in liquidation under the supervision of
the Grand Court of the Cayman Islands. The Joint Official Liquidators ("JOLs")
are Chris Johnson and Russell Smith of Johnson Smith Associates Ltd. The JOLs
have discretion over the management of the Fund and the disposition of its
assets, including the securities owned by the Fund and its subsidiaries reported
in this Schedule 13G, as amended. Laurus Capital Management, LLC ("LCM"), acting
through its controlling principals, Eugene Grin and David Grin, provides day to
day investment management services to the Fund and its two feeder funds
concerning their respective assets, including the securities owned by Calliope
and Erato reported in this Schedule 13G, as amended, subject to certain
oversight and preapproval rights of the JOLs and LCM's obligations to the Fund
under the Seventh Amended and Restated Investment Management Agreement of April
26, 2007 (as amended, restated, modified and/or supplemented from time to time);
all of the foregoing subject to specific directions otherwise given by the JOLs
at their discretion. PSource is managed by LCM, subject to certain preapproval
rights of the board of directors of PSource. Valens Offshore I, Valens Offshore
II and Valens U.S. are each managed by Valens Capital Management, LLC. Eugene
Grin and David Grin, through other entities, are the controlling principals of
Laurus Capital Management, LLC and Valens Capital Management, LLC and share
voting and investment power over the securities owned by Erato and Calliope
(subject to the oversight and preapproval rights of the JOLs), PSource, Valens
U.S., Valens Offshore I and Valens Offshore II reported in this Schedule 13G, as
amended. The JOLs share voting and investment power over the securities owned by
Calliope and Erato.
CUSIP No. 284739109
--------- ----------------------------------------------------------------------
1 NAME OF REPORTING PERSON: David Grin
--------- ----------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / /
(b) /X/
--------- ----------------------------------------------------------------------
3 SEC USE ONLY
--------- ----------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States and Israel
--------- ----------------------------------------------------------------------
NUMBER OF 5 SOLE VOTING POWER: 0 shares of Common Stock. *
SHARES ---- --------------------------------------------------------------
BENEFICIALLY 6 SHARED VOTING POWER: 3,090,683 shares of Common Stock. *
OWNED BY ---- --------------------------------------------------------------
EACH 7 SOLE DISPOSITIVE POWER: 0 shares of Common Stock. *
REPORTING ---- --------------------------------------------------------------
PERSON 8 SHARES DISPOSITIVE POWER: 3,090,683 shares of Common Stock. *
--------- ----------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,090,683 shares of Common Stock
--------- ----------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
/X/
--------- ----------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.99 %
--------- ----------------------------------------------------------------------
12 TYPE OF REPORTING PERSON
IN
--------- ----------------------------------------------------------------------
*Based on 27,888,379 shares of the common stock, par value $0.10 per share (the
"Shares") outstanding of Pervasip Corp. (f/ka/ Elec Communications Corp.), a New
York corporation (the "Company") as of September 30, 2009, as disclosed in the
Company's Quarterly Report on Form 10-Q for the quarterly period ended August
31, 2009. As of December 31, 2009, Valens U.S. SPV I, LLC ("Valens U.S.")
Calliope Capital Corporation ("Calliope"), Erato Corp. ("Erato"), PSource
Structured Debt Limited ("PSource"), Valens Offshore SPV I, Ltd. ("Valens
Offshore I") and Valens Offshore SPV II, Corp.("Valens Offshore II" and together
with Valens U.S., PSource, Calliope, Erato and Valens Offshore I, the
"Investors") held (i) a warrant (the "February 2005 Warrant") to acquire 793,650
Shares, at an exercise price of $0.72 per Share for the first 264,550 Shares
acquired thereunder, $0.79 per Share for the next 264,550 Shares acquired
thereunder, and $0.95 per Share for the remaining Shares acquired thereunder,
subject to certain adjustments, (ii) a warrant (the "November 2005 Warrant") to
acquire 1,202,976 Shares, at an exercise price of $0.10 per Share, subject to
certain adjustments, (iii) a warrant (the "May 2006 Warrant") to acquire
3,359,856 Shares, at an exercise price of $0.10 per Share, subject to certain
adjustments, (iv) a warrant (the "April 2007 Warrant" and together with the
November 2005 Warrant, and the May 2006 Warrant, the "Earlier Warrants") to
acquire 1,200,000 Shares, at an exercise price of $0.25 per Share, subject to
certain adjustments, (v) a warrant (the "A-1 September 2007 Warrant") to acquire
80,213,758 Shares, at an exercise price of $0.10 per Share, subject to certain
adjustments, (vi) a warrant (the "A-2 September 2007 Warrant") to acquire
6,709,480 Shares, at an exercise price of $0.10 per Share, subject to certain
adjustments, (vii) a warrant (the "A-3 September 2007 Warrant") to acquire
20,128,439 Shares, at an exercise price of $0.10 per Share, subject to certain
adjustments, (viii) a warrant (the "B-1 September 2007 Warrant") to acquire
14,208,310 Shares, at an exercise price of $0.10 per Share, subject to certain
adjustments, (ix) a warrant (the "B-2 September 2007 Warrant") to acquire
1,184,026 Shares, at an exercise price of $0.10 per Share, subject to certain
adjustments, (x) a warrant (the "B-3 September 2007 Warrant" and together with
the A-1 September 2007 Warrant, A-2 September 2007 Warrant, A-3 September 2007
Warrant, B-1 September 2007 Warrant, and B-2 September 2007 Warrant, the "Later
Warrants") to acquire 3,552,078 Shares, at an exercise price of $0.10 per Share,
subject to certain adjustments), (xi) a warrant (the "H-1 February 2009
Warrant") to acquire 15,370,000 Shares, at an exercise price of $0.10 per Share,
subject to certain adjustments, (xii) a warrant (the "H-2 February 2009 Warrant"
and together with the H-1 February 2009 Warrant, the "February 2009 Warrants")
to acquire 11,130,000 Shares, at an exercise price of $0.10 per Share, subject
to certain adjustments and (xii) 41,288 Shares. The February 2005 Warrant and
the Earlier Warrants contain an issuance limitation prohibiting the Investors
from exercising those securities to the extent that such exercise would result
in beneficial ownership by the Investors of more than 4.99% of the Shares then
issued and outstanding (the "4.99% Issuance Limitation"). The Later Warrants and
the February 2009 Warrants contain an issuance limitation prohibiting the
Investors from exercising those securities to the extent that such exercise
would result in beneficial ownership by the Investors of more than 9.99% of the
Shares then issued and outstanding (the "9.99% Issuance Limitation"). The 4.99%
Issuance Limitation in the February 2005 Warrant may be revoked upon 75 days
prior notice and is automatically null and void following upon an Event of
Default (as defined in and pursuant to the terms of the applicable instrument).
The 4.99% Issuance Limitation in the Earlier Warrants shall automatically become
null and void following notice to the Company upon the occurrence and during the
continuance of an Event of Default (as defined in and pursuant to the terms of
the applicable instrument), upon 75 days prior notice to the Company or upon
receipt by the Investors of a Notice of Redemption (as defined in and pursuant
to the terms of the applicable instrument). The 9.99% Issuance Limitation in the
Later Warrants may be waived by the Investors upon at least 61 days prior notice
to the Company and shall automatically become null and void following notice to
the Company of the occurrence and during the continuance of an event of default
(as defined in and pursuant to the terms of the applicable instrument). The
9.99% Issuance Limitation in the February 2009 Warrants may be waived by the
Investors upon at least 61 days notice to the Company, so long as at such time,
the Company has no indebtedness outstanding, and shall automatically become null
and void following notice to the Issuer upon the occurrence and during the
continuance of an event of default (as defined in the applicable instrument).
Calliope and Erato are wholly owned subsidiaries of Laurus Master Fund, Ltd. (in
Liquidation) (the "Fund"). The Fund is in liquidation under the supervision of
the Grand Court of the Cayman Islands. The Joint Official Liquidators ("JOLs")
are Chris Johnson and Russell Smith of Johnson Smith Associates Ltd. The JOLs
have discretion over the management of the Fund and the disposition of its
assets, including the securities owned by the Fund and its subsidiaries reported
in this Schedule 13G, as amended. Laurus Capital Management, LLC ("LCM"), acting
through its controlling principals, Eugene Grin and David Grin, provides day to
day investment management services to the Fund and its two feeder funds
concerning their respective assets, including the securities owned by Calliope
and Erato reported in this Schedule 13G, as amended, subject to certain
oversight and preapproval rights of the JOLs and LCM's obligations to the Fund
under the Seventh Amended and Restated Investment Management Agreement of April
26, 2007 (as amended, restated, modified and/or supplemented from time to time);
all of the foregoing subject to specific directions otherwise given by the JOLs
at their discretion. PSource is managed by LCM, subject to certain preapproval
rights of the board of directors of PSource. Valens Offshore I, Valens Offshore
II and Valens U.S. are each managed by Valens Capital Management, LLC. Eugene
Grin and David Grin, through other entities, are the controlling principals of
Laurus Capital Management, LLC and Valens Capital Management, LLC and share
voting and investment power over the securities owned by Erato and Calliope
(subject to the oversight and preapproval rights of the JOLs), PSource, Valens
U.S., Valens Offshore I and Valens Offshore II reported in this Schedule 13G, as
amended. The JOLs share voting and investment power over the securities owned by
Calliope and Erato.
CUSIP No. 284739109
--------- ----------------------------------------------------------------------
1 NAME OF REPORTING PERSON: Eugene Grin
--------- ----------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / /
(b) /X/
--------- ----------------------------------------------------------------------
3 SEC USE ONLY
--------- ----------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
--------- ----------------------------------------------------------------------
NUMBER OF 5 SOLE VOTING POWER: 0 shares of Common Stock.*
SHARES ---- --------------------------------------------------------------
BENEFICIALLY 6 SHARED VOTING POWER: 3,090,683 shares of Common Stock. *
OWNED BY ---- --------------------------------------------------------------
EACH 7 SOLE DISPOSITIVE POWER: 0 shares of Common Stock. *
REPORTING ---- --------------------------------------------------------------
PERSON 8 SHARES DISPOSITIVE POWER: 3,090,683 shares of Common Stock. *
--------- ----------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,090,683 shares of Common Stock
--------- ----------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
/X/
--------- ----------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.99 %
--------- ----------------------------------------------------------------------
12 TYPE OF REPORTING PERSON
IN
--------- ----------------------------------------------------------------------
*Based on 27,888,379 shares of the common stock, par value $0.10 per share (the
"Shares") outstanding of Pervasip Corp. (f/ka/ Elec Communications Corp.), a New
York corporation (the "Company") as of September 30, 2009, as disclosed in the
Company's Quarterly Report on Form 10-Q for the quarterly period ended August
31, 2009. As of December 31, 2009, Valens U.S. SPV I, LLC ("Valens U.S.")
Calliope Capital Corporation ("Calliope"), Erato Corp. ("Erato"), PSource
Structured Debt Limited ("PSource"), Valens Offshore SPV I, Ltd. ("Valens
Offshore I") and Valens Offshore SPV II, Corp.("Valens Offshore II" and together
with Valens U.S., PSource, Calliope, Erato and Valens Offshore I, the
"Investors") held (i) a warrant (the "February 2005 Warrant") to acquire 793,650
Shares, at an exercise price of $0.72 per Share for the first 264,550 Shares
acquired thereunder, $0.79 per Share for the next 264,550 Shares acquired
thereunder, and $0.95 per Share for the remaining Shares acquired thereunder,
subject to certain adjustments, (ii) a warrant (the "November 2005 Warrant") to
acquire 1,202,976 Shares, at an exercise price of $0.10 per Share, subject to
certain adjustments, (iii) a warrant (the "May 2006 Warrant") to acquire
3,359,856 Shares, at an exercise price of $0.10 per Share, subject to certain
adjustments, (iv) a warrant (the "April 2007 Warrant" and together with the
November 2005 Warrant, and the May 2006 Warrant, the "Earlier Warrants") to
acquire 1,200,000 Shares, at an exercise price of $0.25 per Share, subject to
certain adjustments, (v) a warrant (the "A-1 September 2007 Warrant") to acquire
80,213,758 Shares, at an exercise price of $0.10 per Share, subject to certain
adjustments, (vi) a warrant (the "A-2 September 2007 Warrant") to acquire
6,709,480 Shares, at an exercise price of $0.10 per Share, subject to certain
adjustments, (vii) a warrant (the "A-3 September 2007 Warrant") to acquire
20,128,439 Shares, at an exercise price of $0.10 per Share, subject to certain
adjustments, (viii) a warrant (the "B-1 September 2007 Warrant") to acquire
14,208,310 Shares, at an exercise price of $0.10 per Share, subject to certain
adjustments, (ix) a warrant (the "B-2 September 2007 Warrant") to acquire
1,184,026 Shares, at an exercise price of $0.10 per Share, subject to certain
adjustments, (x) a warrant (the "B-3 September 2007 Warrant" and together with
the A-1 September 2007 Warrant, A-2 September 2007 Warrant, A-3 September 2007
Warrant, B-1 September 2007 Warrant, and B-2 September 2007 Warrant, the "Later
Warrants") to acquire 3,552,078 Shares, at an exercise price of $0.10 per Share,
subject to certain adjustments), (xi) a warrant (the "H-1 February 2009
Warrant") to acquire 15,370,000 Shares, at an exercise price of $0.10 per Share,
subject to certain adjustments, (xii) a warrant (the "H-2 February 2009 Warrant"
and together with the H-1 February 2009 Warrant, the "February 2009 Warrants")
to acquire 11,130,000 Shares, at an exercise price of $0.10 per Share, subject
to certain adjustments and (xii) 41,288 Shares. The February 2005 Warrant and
the Earlier Warrants contain an issuance limitation prohibiting the Investors
from exercising those securities to the extent that such exercise would result
in beneficial ownership by the Investors of more than 4.99% of the Shares then
issued and outstanding (the "4.99% Issuance Limitation"). The Later Warrants and
the February 2009 Warrants contain an issuance limitation prohibiting the
Investors from exercising those securities to the extent that such exercise
would result in beneficial ownership by the Investors of more than 9.99% of the
Shares then issued and outstanding (the "9.99% Issuance Limitation"). The 4.99%
Issuance Limitation in the February 2005 Warrant may be revoked upon 75 days
prior notice and is automatically null and void following upon an Event of
Default (as defined in and pursuant to the terms of the applicable instrument).
The 4.99% Issuance Limitation in the Earlier Warrants shall automatically become
null and void following notice to the Company upon the occurrence and during the
continuance of an Event of Default (as defined in and pursuant to the terms of
the applicable instrument), upon 75 days prior notice to the Company or upon
receipt by the Investors of a Notice of Redemption (as defined in and pursuant
to the terms of the applicable instrument). The 9.99% Issuance Limitation in the
Later Warrants may be waived by the Investors upon at least 61 days prior notice
to the Company and shall automatically become null and void following notice to
the Company of the occurrence and during the continuance of an event of default
(as defined in and pursuant to the terms of the applicable instrument). The
9.99% Issuance Limitation in the February 2009 Warrants may be waived by the
Investors upon at least 61 days notice to the Company, so long as at such time,
the Company has no indebtedness outstanding, and shall automatically become null
and void following notice to the Issuer upon the occurrence and during the
continuance of an event of default (as defined in the applicable instrument).
Calliope and Erato are wholly owned subsidiaries of Laurus Master Fund, Ltd. (in
Liquidation) (the "Fund"). The Fund is in liquidation under the supervision of
the Grand Court of the Cayman Islands. The Joint Official Liquidators ("JOLs")
are Chris Johnson and Russell Smith of Johnson Smith Associates Ltd. The JOLs
have discretion over the management of the Fund and the disposition of its
assets, including the securities owned by the Fund and its subsidiaries reported
in this Schedule 13G, as amended. Laurus Capital Management, LLC ("LCM"), acting
through its controlling principals, Eugene Grin and David Grin, provides day to
day investment management services to the Fund and its two feeder funds
concerning their respective assets, including the securities owned by Calliope
and Erato reported in this Schedule 13G, as amended, subject to certain
oversight and preapproval rights of the JOLs and LCM's obligations to the Fund
under the Seventh Amended and Restated Investment Management Agreement of April
26, 2007 (as amended, restated, modified and/or supplemented from time to time);
all of the foregoing subject to specific directions otherwise given by the JOLs
at their discretion. PSource is managed by LCM, subject to certain preapproval
rights of the board of directors of PSource. Valens Offshore I, Valens Offshore
II and Valens U.S. are each managed by Valens Capital Management, LLC. Eugene
Grin and David Grin, through other entities, are the controlling principals of
Laurus Capital Management, LLC and Valens Capital Management, LLC and share
voting and investment power over the securities owned by Erato and Calliope
(subject to the oversight and preapproval rights of the JOLs), PSource, Valens
U.S., Valens Offshore I and Valens Offshore II reported in this Schedule 13G, as
amended. The JOLs share voting and investment power over the securities owned by
Calliope and Erato.
CUSIP No. 284739109
Item 1(a). Name of Issuer: Pervasip Corp. (f/k/a Elec Communications Corp.)
Item 1(b). Address of Issuer's Principal Executive Offices:
75 South Broadway, Suite 302
White Plains, New York 10601
Item 2(a). Name of Person Filing: Laurus Master Fund, Ltd. (in Liquidation)
This Schedule 13G, as amended, is also filed on behalf of Laurus
Capital Management, LLC, a Delaware limited liability company, Calliope Capital
Corporation, a Delaware Corporation, Erato Corp., a Delaware corporation,
PSource Structured Debt Limited, a closed-ended company incorporated with
limited liability in Guernsey, Valens Offshore SPV II, Corp., a Delaware
corporation, Valens U.S. SPV I, LLC, a Delaware limited liability company,
Valens Offshore SPV I, Ltd., a Cayman Islands company, Valens Capital
Management, LLC, a Delaware limited liability company, Chris Johnson, Russell
Smith, Eugene Grin and David Grin. Calliope Capital Corporation and Erato Corp.
are wholly owned subsidiaries of Laurus Master Fund, Ltd. (in Liquidation).
Laurus Master Fund, Ltd. (in Liquidation) is in official liquidation under the
supervision of the Grand Court of the Cayman Islands. The Joint Official
Liquidators are Chris Johnson and Russell Smith of Johnson Smith Associates Ltd.
The Joint Official Liquidators have discretion over the management of Laurus
Master Fund, Ltd. (in Liquidation) and the disposition of its assets, including
the securities owned by Laurus Master Fund, Ltd. (in Liquidation) and its
subsidiaries reported in this Schedule 13G, as amended. Laurus Capital
Management, LLC, acting through its controlling principals, Eugene Grin and
David Grin, provides day to day investment management services to Laurus Master
Fund, Ltd. (in Liquidation) and its two feeder funds concerning their respective
assets, including the securities owned by Calliope Capital Corporation and Erato
Corp., reported in this Schedule 13G, as amended, subject to the oversight and
preapproval rights of the Joint Official Liquidators and LCM's obligations to
Laurus Master Fund, Ltd. (in Liquidation) under the Seventh Amended and Restated
Investment Management Agreement of April 26, 2007, as amended, restated,
modified and/or supplemented); all of the foregoing subject to specific
directions otherwise given by the Joint Official Liquidators at their
discretion. PSource Structured Debt Limited is managed by Laurus Capital
Management, LLC, subject to certain preapproval rights of the board of directors
of PSource Structured Debt Limited. Valens Offshore I, Ltd., Valens Offshore SPV
II, Corp. and Valens U.S. SPV I, LLC are each managed by Valens Capital
Management, LLC. Eugene Grin and David Grin, through other entities, are the
controlling principals of Laurus Capital Management, LLC and Valens Capital
Management, LLC and share voting and investment power over the shares owned by
Calliope Capital Corporation and Erato Corp. (subject to the oversight and
preapproval rights of the Joint Official Liquidators), PSource Structured Debt
Limited, Valens U.S. SPV I, LLC, Valens Offshore SPV I, Ltd. and Valens Offshore
SPV II, Corp. reported in this Schedule 13G, as amended. The Joint Official
Liquidators share voting and investment power over the securities owned by
Calliope and Erato. Information related to each of Laurus Capital Management,
LLC, Valens Offshore SPV II, Corp., PSource Structured Debt Limited, Valens U.S.
SPV I, LLC, Valens Offshore SPV I, Ltd., Valens Capital Management, LLC,
Calliope Capital Corporation, Erato Corp., Chris Johnson, Russell Smith, Eugene
Grin and David Grin is set forth on Appendix A hereto.
Item 2(b). Address of Principal Business Office or if none, Residence:
c/o Laurus Capital Management, LLC, 335
Madison Avenue, 10th Floor, New York, NY 10017
Item 2(c). Citizenship: Cayman Islands
Item 2(d). Title of Class of Securities: Common Stock ("Common Stock")
Item 2(e). CUSIP Number: 284739109
Item 3. Not Applicable
Item 4. Ownership:
(a) Amount Beneficially Owned: 3,090,683 shares of Common Stock
(b) Percent of Class: 9.99%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote: 0 shares of Common
Stock.*
(ii) shared power to vote or to direct the vote: 3,090,683 shares
of Common Stock. *
(iii) sole power to dispose or to direct the disposition of: 0
shares of Common Stock. *
(iv) shared power to dispose or to direct the disposition of:
3,090,683 shares of Common Stock. *
Item 5. Ownership of Five Percent or Less of a Class:
Not applicable
Item 6. Ownership of More than Five Percent on Behalf of Another Person:
Not applicable
Item 7. Identification and Classification of Subsidiary Which Acquired the
Securities: Not applicable
Item 8. Identification and Classification of Members of the Group:
Not applicable
Item 9. Notice of Dissolution of Group: Not applicable
Item 10. Certification:
By signing below, I certify to the best of my knowledge and belief,
the securities referred to above were not acquired and are not held for the
purpose of or with the effect of changing or influencing the control of the
issuer of the securities and were not acquired and are not held in connection
with or as a participant in any transaction having that purpose or effect.
-----------------------------------
*Based on 27,888,379 shares of the common stock, par value $0.10 per share (the
"Shares") outstanding of Pervasip Corp. (f/ka/ Elec Communications Corp.), a New
York corporation (the "Company") as of September 30, 2009, as disclosed in the
Company's Quarterly Report on Form 10-Q for the quarterly period ended August
31, 2009. As of December 31, 2009, Valens U.S. SPV I, LLC ("Valens U.S.")
Calliope Capital Corporation ("Calliope"), Erato Corp. ("Erato"), PSource
Structured Debt Limited ("PSource"), Valens Offshore SPV I, Ltd. ("Valens
Offshore I") and Valens Offshore SPV II, Corp.("Valens Offshore II" and together
with Valens U.S., PSource, Calliope, Erato and Valens Offshore I, the
"Investors") held (i) a warrant (the "February 2005 Warrant") to acquire 793,650
Shares, at an exercise price of $0.72 per Share for the first 264,550 Shares
acquired thereunder, $0.79 per Share for the next 264,550 Shares acquired
thereunder, and $0.95 per Share for the remaining Shares acquired thereunder,
subject to certain adjustments, (ii) a warrant (the "November 2005 Warrant") to
acquire 1,202,976 Shares, at an exercise price of $0.10 per Share, subject to
certain adjustments, (iii) a warrant (the "May 2006 Warrant") to acquire
3,359,856 Shares, at an exercise price of $0.10 per Share, subject to certain
adjustments, (iv) a warrant (the "April 2007 Warrant" and together with the
November 2005 Warrant, and the May 2006 Warrant, the "Earlier Warrants") to
acquire 1,200,000 Shares, at an exercise price of $0.25 per Share, subject to
certain adjustments, (v) a warrant (the "A-1 September 2007 Warrant") to acquire
80,213,758 Shares, at an exercise price of $0.10 per Share, subject to certain
adjustments, (vi) a warrant (the "A-2 September 2007 Warrant") to acquire
6,709,480 Shares, at an exercise price of $0.10 per Share, subject to certain
adjustments, (vii) a warrant (the "A-3 September 2007 Warrant") to acquire
20,128,439 Shares, at an exercise price of $0.10 per Share, subject to certain
adjustments, (viii) a warrant (the "B-1 September 2007 Warrant") to acquire
14,208,310 Shares, at an exercise price of $0.10 per Share, subject to certain
adjustments, (ix) a warrant (the "B-2 September 2007 Warrant") to acquire
1,184,026 Shares, at an exercise price of $0.10 per Share, subject to certain
adjustments, (x) a warrant (the "B-3 September 2007 Warrant" and together with
the A-1 September 2007 Warrant, A-2 September 2007 Warrant, A-3 September 2007
Warrant, B-1 September 2007 Warrant, and B-2 September 2007 Warrant, the "Later
Warrants") to acquire 3,552,078 Shares, at an exercise price of $0.10 per Share,
subject to certain adjustments), (xi) a warrant (the "H-1 February 2009
Warrant") to acquire 15,370,000 Shares, at an exercise price of $0.10 per Share,
subject to certain adjustments, (xii) a warrant (the "H-2 February 2009 Warrant"
and together with the H-1 February 2009 Warrant, the "February 2009 Warrants")
to acquire 11,130,000 Shares, at an exercise price of $0.10 per Share, subject
to certain adjustments and (xii) 41,288 Shares. The February 2005 Warrant and
the Earlier Warrants contain an issuance limitation prohibiting the Investors
from exercising those securities to the extent that such exercise would result
in beneficial ownership by the Investors of more than 4.99% of the Shares then
issued and outstanding (the "4.99% Issuance Limitation"). The Later Warrants and
the February 2009 Warrants contain an issuance limitation prohibiting the
Investors from exercising those securities to the extent that such exercise
would result in beneficial ownership by the Investors of more than 9.99% of the
Shares then issued and outstanding (the "9.99% Issuance Limitation"). The 4.99%
Issuance Limitation in the February 2005 Warrant may be revoked upon 75 days
prior notice and is automatically null and void following upon an Event of
Default (as defined in and pursuant to the terms of the applicable instrument).
The 4.99% Issuance Limitation in the Earlier Warrants shall automatically become
null and void following notice to the Company upon the occurrence and during the
continuance of an Event of Default (as defined in and pursuant to the terms of
the applicable instrument), upon 75 days prior notice to the Company or upon
receipt by the Investors of a Notice of Redemption (as defined in and pursuant
to the terms of the applicable instrument). The 9.99% Issuance Limitation in the
Later Warrants may be waived by the Investors upon at least 61 days prior notice
to the Company and shall automatically become null and void following notice to
the Company of the occurrence and during the continuance of an event of default
(as defined in and pursuant to the terms of the applicable instrument). The
9.99% Issuance Limitation in the February 2009 Warrants may be waived by the
Investors upon at least 61 days notice to the Company, so long as at such time,
the Company has no indebtedness outstanding, and shall automatically become null
and void following notice to the Issuer upon the occurrence and during the
continuance of an event of default (as defined in the applicable instrument).
Calliope and Erato are wholly owned subsidiaries of Laurus Master Fund, Ltd. (in
Liquidation) (the "Fund"). The Fund is in liquidation under the supervision of
the Grand Court of the Cayman Islands. The Joint Official Liquidators ("JOLs")
are Chris Johnson and Russell Smith of Johnson Smith Associates Ltd. The JOLs
have discretion over the management of the Fund and the disposition of its
assets, including the securities owned by the Fund and its subsidiaries reported
in this Schedule 13G, as amended. Laurus Capital Management, LLC ("LCM"), acting
through its controlling principals, Eugene Grin and David Grin, provides day to
day investment management services to the Fund and its two feeder funds
concerning their respective assets, including the securities owned by Calliope
and Erato reported in this Schedule 13G, as amended, subject to certain
oversight and preapproval rights of the JOLs and LCM's obligations to the Fund
under the Seventh Amended and Restated Investment Management Agreement of April
26, 2007 (as amended, restated, modified and/or supplemented from time to time);
all of the foregoing subject to specific directions otherwise given by the JOLs
at their discretion. PSource is managed by LCM, subject to certain preapproval
rights of the board of directors of PSource. Valens Offshore I, Valens Offshore
II and Valens U.S. are each managed by Valens Capital Management, LLC. Eugene
Grin and David Grin, through other entities, are the controlling principals of
Laurus Capital Management, LLC and Valens Capital Management, LLC and share
voting and investment power over the securities owned by Erato and Calliope
(subject to the oversight and preapproval rights of the JOLs), PSource, Valens
U.S., Valens Offshore I and Valens Offshore II reported in this Schedule 13G, as
amended. The JOLs share voting and investment power over the securities owned by
Calliope and Erato.
CUSIP No. 284739109
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
February 12, 2010
----------------
Date
Laurus Master Fund, Ltd. (in Liquidation)
/s/ Russell Smith
-----------------------------------------
Russell Smith
Joint Official Liquidator (for the account
of Laurus Master Fund, Ltd. and with no
personal liability)
February 12, 2010
CUSIP No. 284739109
APPENDIX A
A. Name: Laurus Capital Management, LLC, a Delaware limited
liability company
Business 335 Madison Avenue, 10th Floor
Address: New York, New York 10017
Place of
Organization: Delaware
B. Name: Calliope Capital Corporation, a Delaware
corporation
Business c/o Laurus Capital Management, LLC
Address: 335 Madison Avenue, 10th Floor
New York, New York 10017
Place of
Organization: Delaware
C. Name: PSource Structured Debt Limited, a
closed-ended company incorporated with limited
liability in Guernsey
Business c/o Laurus Capital Management, LLC
Address: 335 Madison Avenue, 10th Floor
New York, New York 10017
Place of
Organization: Guernsey
D. Name: Erato Corp., a Delaware corporation
Business c/o Laurus Capital Management, LLC
Address: 335 Madison Avenue, 10th Floor
New York, New York 10017
Place of
Organization: Delaware
E. Name: Valens Offshore SPV II, Corp., a Delaware corporation
Business c/o Valens Capital Management, LLC
Address: 335 Madison Avenue, 10th Floor
New York, New York 10017
Place of
Organization: Delaware
F. Name: Valens U.S. SPV I, LLC, a Delaware limited liability
company
Business 335 Madison Avenue, 10th Floor
Address: New York, New York 10017
Place of
Organization: Delaware
G. Name: Valens Offshore SPV I, Ltd., a Cayman Islands company
Business c/o Valens Capital Management, LLC
Address: 335 Madison Avenue, 10th Floor
New York, New York 10017
Place of
Organization: Cayman Islands
H. Name: Valens Capital Management, LLC, a Delaware limited
liability company
Business 335 Madison Avenue, 10th Floor
Address: New York, New York 10017
Place of
Organization: Delaware
I. Name: David Grin
Business 335 Madison Avenue, 10th Floor
Address: New York, New York 10017
Principal
Occupation: Principal of Laurus Capital Management, LLC
Citizenship: United States and Israel
J. Name: Eugene Grin
Business 335 Madison Avenue, 10th Floor
Address: New York, New York 10017
Principal
Occupation: Principal of Laurus Capital Management, LLC
Citizenship: United States
K. Name: Chris Johnson
Business
Address: Elizabethan Square, 80 Shedden Road, George Town, Grand
Cayman, Cayman Islands KY1-1104
Principal
Occupation: Managing Director, Johnson Smith Associates Ltd.
Citizenship: Cayman Islands
L. Name: Russell Smith
Business
Address: Elizabethan Square, 80 Shedden Road, George Town, Grand
Cayman, Cayman Islands KY1-1104
Principal
Occupation: Director, Johnson Smith Associates Ltd.
Citizenship: Cayman Islands
CUSIP No. 284739109
Each of Laurus Capital Management, LLC, PSource Structured Debt Limited,
Calliope Capital Corporation, Erato Corp., Valens Offshore SPV I, Ltd., Valens
Offshore SPV II, Corp., Valens Capital Management, LLC, Chris Johnson, Russell
Smith, David Grin and Eugene Grin hereby agree, by their execution below, that
the Schedule 13G to which this Appendix A is attached is filed on behalf of each
of them, respectively.
PSource Structured Debt Limited
Calliope Capital Corporation
Erato Corp.
By Laurus Capital Management, LLC,
individually and as investment manager
/s/ Eugene Grin
-----------------------------------------
Eugene Grin
Authorized Signatory
February 12, 2010
Valens U.S. SPV I, LLC
Valens Offshore SPV I, Ltd.Valens Offshore SPV II, Corp.
By Valens Capital Management, LLC
individually and as investment manager
/s/ Eugene Grin
-----------------------------------------
Eugene Grin
Authorized Signatory
February 12, 2010
/s/ Chris Johnson
-----------------------------------------
Chris Johnson, on his individual behalf
February 12, 2010
/s/ Russell Smith
-----------------------------------------
Russell Smith, on his individual behalf
February 12, 2010
/s/ David Grin
-----------------------------------------
David Grin, on his individual behalf
February 12, 2010
/s/ Eugene Grin
-----------------------------------------
Eugene Grin, on his individual behalf
February 12, 2010