EMPLOYMENT AGREEMENT This Employment Agreement ("Agreement") between ELTRAX SYSTEMS, INC. a Minnesota corporation having its principal place of business in Atlanta, Georgia ("Eltrax"), together with its subsidiaries (collectively, the "Company") and...Employment Agreement • March 29th, 1999 • Eltrax Systems Inc • Services-computer integrated systems design • Georgia
WITNESSETHLease Agreement • March 31st, 1997 • Eltrax Systems Inc • Services-computer integrated systems design • Minnesota
EXHIBIT 99.2 SILICON VALLEY BANK LOAN AND SECURITY AGREEMENT (EXIM PROGRAM) BORROWER: VERSO TECHNOLOGIES, INC. NACT TELECOMMUNICATIONS, INC. TELEMATE.NET SOFTWARE, INC. ADDRESS: 400 GALLERIA PARKWAY, SUITE 300 ATLANTA, GEORGIA 30339 DATE: FEBRUARY 12,...Loan and Security Agreement • February 13th, 2003 • Verso Technologies Inc • Services-computer integrated systems design • California
SECOND AMENDMENT TO REVOLVING CREDIT AGREEMENT This Second Amendment to the Revolving Credit Agreement (the "Amendment") is made as of October 6, 1997, by and among Eltrax Systems, Inc., a Minnesota Corporation ("Eltrax") having its principal place of...Revolving Credit Agreement • March 27th, 1998 • Eltrax Systems Inc • Services-computer integrated systems design • Massachusetts
1 EXHIBIT 10.4 AMENDMENT TO PURCHASE AGREEMENT dated as of January 18, 2001 by and between Verso Technologies, Inc., a Minnesota corporation (formerly known as Eltrax System, Inc.) (the "Company"), and those persons signatory hereto (each such person...Purchase Agreement • May 15th, 2001 • Verso Technologies Inc • Services-computer integrated systems design
WITNESSETH:Lease Agreement • August 7th, 2000 • Eltrax Systems Inc • Services-computer integrated systems design
BY AND AMONGAsset Purchase Agreement • January 27th, 2005 • Verso Technologies Inc • Services-computer integrated systems design • New York
EXHIBIT 4.1 THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED OR ANY APPLICABLE STATE SECURITIES LAW, AND MAY NOT BE SOLD, PLEDGED, OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE...Warrant Agreement • February 13th, 2003 • Verso Technologies Inc • Services-computer integrated systems design • California
EXHIBIT 99.2 SILICON VALLEY BANK LIMITED WAIVER AND AMENDMENT TO LOAN DOCUMENTS BORROWER: VERSO TECHNOLOGIES, INC. PROVO PREPAID (DELAWARE) CORP. TELEMATE.NET SOFTWARE, INC. NEEDHAM (DELAWARE) CORP. DATE: JULY 25, 2005 THIS LIMITED WAIVER AND...Loan Agreement • July 29th, 2005 • Verso Technologies Inc • Services-computer integrated systems design
EXHIBIT 99.3 SECURITY AGREEMENT THIS SECURITY AGREEMENT dated as of April 25, 2002 (this "Agreement"), is executed by NACT TELECOMMUNICATIONS, INC., a Delaware corporation with its chief executive office and principal place of business located at 400...Security Agreement • May 1st, 2002 • Verso Technologies Inc • Services-computer integrated systems design • Georgia
ARTICLE 1 1.1 SULCUS AGREEMENT SUPERSEDED. At the Effective Time, all terms and conditions of the Sulcus Agreement shall terminate, and Employee shall have no rights or benefits of any kind or nature whatsoever under the Sulcus Agreement, unless...Termination Agreement • February 16th, 1999 • Eltrax Systems Inc • Services-computer integrated systems design • Pennsylvania
Exhibit 2.3 SECOND AMENDMENT TO AGREEMENT AND PLAN OF MERGER THIS SECOND AMENDMENT (the "AMENDMENT") to the Agreement and Plan of Merger dated as of April 21, 2003, by and among VERSO TECHNOLOGIES, INC., a Minnesota corporation ("PURCHASER"), MICKEY...Agreement and Plan of Merger • June 17th, 2003 • Verso Technologies Inc • Services-computer integrated systems design • Delaware
WITNESSETH:Settlement Agreement • May 1st, 2002 • Verso Technologies Inc • Services-computer integrated systems design • Georgia
RECITALS:Assignment and Assumption Agreement • January 27th, 2005 • Verso Technologies Inc • Services-computer integrated systems design • New York
November 16, 2001 Richard L. Mauro 346 Lands Mill Marietta, GA 30067 Re: Separation from Telemate.Net, Inc. Dear Rich: In accordance with our recent discussions, the following shall constitute our agreement ("Agreement") regarding your termination of...Separation Agreement • April 1st, 2002 • Verso Technologies Inc • Services-computer integrated systems design
In accordance with our recent discussions, the following shall constitute our agreement ("Agreement") regarding your termination of employment from Telemate.Net, Inc., effective November 23, 2001 (the "Effective Date").
EXHIBIT 4.12 WARRANT AGREEMENT THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 NOR REGISTERED OR QUALIFIED UNDER THE SECURITIES OR BLUE SKY LAWS OF ANY STATE. NEITHER THIS...Warrant Agreement • September 8th, 2003 • Verso Technologies Inc • Services-computer integrated systems design • Georgia
EXHIBIT 10.74 CONSULTING AGREEMENT THIS CONSULTING AGREEMENT (the "Agreement") is made and entered into as of the 14th day of March, 2003, by and between, WILLIAM P. O'REILLY, an individual resident of the State of Michigan ("Consultant"), and VERSO...Consulting Agreement • April 15th, 2003 • Verso Technologies Inc • Services-computer integrated systems design • Michigan
EXHIBIT 99.2 SECURITY AGREEMENT THIS SECURITY AGREEMENT dated as of April 25, 2002 (this "Agreement"), is by and between VERSO TECHNOLOGIES, INC., a Minnesota corporation with its chief executive office and principal place of business located at 400...Security Agreement • May 1st, 2002 • Verso Technologies Inc • Services-computer integrated systems design • Georgia
ARTICLE 1Purchase Agreement • May 15th, 2001 • Verso Technologies Inc • Services-computer integrated systems design • New York
BY AND AMONGAcquisition Agreement • September 25th, 1998 • Eltrax Systems Inc • Services-computer integrated systems design • Georgia
RECITALS:Registration Rights Agreement • August 7th, 2000 • Eltrax Systems Inc • Services-computer integrated systems design • Georgia
1 EXHIBIT 2.1 STOCK PURCHASE AGREEMENT VERSO TECHNOLOGIES, INC.Stock Purchase Agreement • June 5th, 2001 • Verso Technologies Inc • Services-computer integrated systems design
AGREEMENT AND PLAN OF MERGER AMONG SS & CO., INC., SENERCOMM, INC. AND VERSO TECHNOLOGIES, INC.Merger Agreement • May 15th, 2001 • Verso Technologies Inc • Services-computer integrated systems design • Florida
EXHIBIT 10.71 SETTLEMENT AGREEMENT AND FULL RELEASE OF CLAIMS This is a Settlement Agreement and Full Release of Claims ("Agreement") among Plaintiff John M. Good ("Plaintiff") and Defendant Verso Technologies, Inc. ("Verso"), as defined in Paragraph...Settlement Agreement • April 15th, 2003 • Verso Technologies Inc • Services-computer integrated systems design • Ohio
LEASE AGREEMENT BETWEEN BOGGESS-RIVERWOODS COMPANY, L.L.C. AS LANDLORD AND NACT TELECOMMUNICATIONS, INC., AS TENANT DECEMBER 30, 1999Lease Agreement • April 1st, 2002 • Verso Technologies Inc • Services-computer integrated systems design • Utah
Recitals:Pledge Agreement • March 27th, 2000 • Eltrax Systems Inc • Services-computer integrated systems design • Georgia
EXHIBIT 10.31 EMPLOYMENT AGREEMENT This Employment Agreement ("Agreement") between ELTRAX SYSTEMS, INC. a Minnesota corporation having its principal place of business in Atlanta, Georgia ("Eltrax"), together with its subsidiaries (collectively, the...Employment Agreement • March 27th, 2000 • Eltrax Systems Inc • Services-computer integrated systems design • Georgia
RECITALSLoan and Security Agreement • April 28th, 2000 • Eltrax Systems Inc • Services-computer integrated systems design • Georgia
RECITALSRegistration Rights Agreement • February 13th, 2003 • Verso Technologies Inc • Services-computer integrated systems design • California
Exhibit 2.2 FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER THIS FIRST AMENDMENT (the "AMENDMENT") to the Agreement and Plan of Merger (the "MERGER AGREEMENT;" capitalized terms used but not defined herein shall have the meanings ascribed to them...Agreement and Plan of Merger • April 23rd, 2003 • Verso Technologies Inc • Services-computer integrated systems design • Delaware
AGREEMENTEmployment Agreement • February 16th, 1999 • Eltrax Systems Inc • Services-computer integrated systems design • Michigan
VOTING AGREEMENTVoting Agreement • May 16th, 2001 • Verso Technologies Inc • Services-computer integrated systems design • Georgia
EXHIBIT 10.68 LEASE FOR 1221 WEST MINERAL AVENUE THIS LEASE, is made and entered into as of this 11th day of February 2003 by and between (hereinafter "Landlord") and Verso Technologies, Inc. (hereinafter "tenant"). WITNESSETH, that for an in...Lease Agreement • April 15th, 2003 • Verso Technologies Inc • Services-computer integrated systems design
EXHIBIT 99.6 SILICON VALLEY BANK SUBORDINATION AGREEMENT (DEBT AND SECURITY INTEREST) BORROWER: VERSO TECHNOLOGIES, INC. NACT TELECOMMUNICATIONS, INC. TELEMATE.NET SOFTWARE, INC. SUBORDINATING CREDITOR: WA TELCOM PRODUCTS CO., INC. DATE: April 25,...Subordination Agreement • May 1st, 2002 • Verso Technologies Inc • Services-computer integrated systems design
EXHIBIT 4.2 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this "AGREEMENT") is made and entered into as of February 24, 2004, by and among VERSO TECHNOLOGIES, INC., a Minnesota corporation (the "COMPANY"), and the investors...Registration Rights Agreement • February 26th, 2004 • Verso Technologies Inc • Services-computer integrated systems design • New York
