Pervasip Corp. (OTCPK:PVSP) announced a private placement of senior secured, convertible, redeemable debentures for gross proceeds of up to $5,000,000 with new accredited investor, TCA Global Credit Master Fund, LP, a fund managed by Trafalgar Capital Advisors LTD on June 30, 2015. The company entered into a securities purchase agreement with the investor.

The debentures will be issued at par. The amounts borrowed pursuant to the agreement are evidenced by a senior secured, convertible, redeemable debenture. The repayment of the debenture is secured by a first position security interest in substantially all of the company's assets in favor of the investor.

The company also pledged the stock it owns in its subsidiaries. The debenture to be issued in first tranche is in the original principal amount of $500,000, matures on April 14, 2017, and bears interest at the rate of 18% per annum. Interest and principal payments are due in monthly installments beginning in November 2015 and February 2016, respectively.

The investor will own not more than 4.99% of the company's outstanding common stock upon any conversion. At any time and from time to time while this debenture is outstanding on or after the closing date, if mutually agreed upon by the parties or upon the occurrence of an event of default at the sole option of the investor, this debenture may be, convertible into shares of the company's common stock, $0.0001 par value per share. The debenture is convertible on default into common stock at a fixed conversion price equal to 85% of the lowest daily volume weighted average price of the company's common stock during the five trading days immediately prior to the applicable conversion date.

As consideration, the company paid investor an advisory fee of $175,000 by issuing 17,500 shares of its series I convertible preferred stock and 51 shares of its series J preferred stock, which gives the investor voting control of the company if the company is in default of any agreement with investor. If all or any portion of the payments of principal, interest or other charges due are not received by the holder within 5 days of the date such payment is due, then the company shall pay to the investor a late charge equal to 5% of each such unpaid payment or sum. Any payments returned to investor for any reason must be covered by wire transfer of immediately available funds to an account designated by investor, plus a $100 administrative fee charge.

On default, debenture shall immediately accrue at an interest rate equal to the greater of 22% per annum or the maximum interest rate allowable by law. The company agrees to pay to buyer a transaction advisory fee equal to 4% of the amount of the debentures purchased by buyer at the first closing and in the event of any additional closings, the company shall pay to buyer a transaction advisory fee equal to 2% of the amount of the debentures purchased by buyer at any such additional closings. The company agrees to pay to the buyer a due diligence fee equal to $15,000 and document review and legal fees of $15,000.

TelcoSoftware.com Corp., Plaid Canary Corporation, AVI Holding Corp., Canalytix LLC, and Grow Big Supply, LLC, jointly and severally acted as the guarantors. The guarantors have each agreed to secure all of the company's obligations to buyer under the debentures.