Item 1.01. Entry into a Material Definitive Agreement.

Effective October 15, 2008, Pervasip Corp. (the "Company") consummated a private placement pursuant to which the Company issued to Valens Offshore SPV I Ltd. (the "Investor") a secured term note in the principal amount of $500,000 (the "Note"). The Investor is an "accredited investor" (as such term is defined in the rules promulgated under the Securities Act of 1933, as amended).

The following describes certain of the material terms of the financing transaction with the Investor. The description below is not a complete description of the material terms of the transaction and is qualified in its entirety by reference to the agreements entered into in connection with the transaction, copies of which are included as exhibits to this Current Report on Form 8-K:

Note Maturity Date, Principal Amount and Interest Rate. Absent earlier redemption with no redemption premium payable by the Company, the Note matures on September 28, 2010 (the "Maturity Date"). The principal amount of the Note is $500,000. Interest will accrue on the unpaid principal on the Note at a rate per annum equal to fifteen percent (15%) calculated on the basis of a 360-day year.

Payment of Interest and Principal. Interest will be payable monthly in arrears, commencing on November 1, 2008 and on the first business day of each consecutive calendar month thereafter through and including the Maturity Date. Principal payments on the Notes are due and payable on the Maturity Date.

Security for Note. The Note is secured by a blanket lien on substantially all of the Company's assets pursuant to the terms of security agreements executed by the Company and its subsidiaries in favor of the Investor, certain affiliates of the Investor ("Investor Affiliates") and a collateral agent for the Investor. The Investor Affiliates hold four notes ("Other Notes") for a total principal amount of $8,418,575 that are secured by the same assets that secure the Note. In addition, the Company has pledged its ownership interests in its subsidiaries pursuant to stock pledge agreements executed by the Company in favor of the Investor, Investor Affiliates and a collateral agent for the Investor securing the Company's obligations under the Note and Other Notes. If an event of default occurs under the security agreement, the stock pledge agreement, the Other Notes or the Note, the secured parties have the right to accelerate payments under all promissory notes with the Investor or Investor Affiliates, and in addition to any other remedies available to them, to foreclose upon the assets securing such promissory notes.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

Please see Item 1.01 of this Current Report on Form 8-K, which Item is incorporated herein by reference, for a description of the terms of the sale of the Note to the Investor.