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EXHIBIT 99.2
FIRST AMENDMENT TO
VERSO TECHNOLOGIES, INC.
SERIES B PREFERRED STOCK PURCHASE AGREEMENT
THIS FIRST AMENDMENT (the "AMENDMENT") to the Verso Technologies, Inc.
Series B Preferred Stock Purchase Agreement (the "PURCHASE AGREEMENT;"
capitalized terms used but not defined herein shall have the meanings ascribed
to them therein), dated as of May 4, 2001, by and between VERSO TECHNOLOGIES,
INC., a Minnesota corporation (the "COMPANY"), and XXXXXXXX.XXX SOFTWARE, INC.,
a Georgia corporation (the "PURCHASER"), is made as of the 1st day of June, 2001
by and between the Company and the Purchaser (collectively, the "PARTIES").
WITNESSETH:
WHEREAS, the Parties have entered into the Purchase Agreement which
provides, upon the terms and conditions set forth therein, for the Company to
sell to the Purchaser, and the Purchaser to purchase from the Company, the
Stock; and
WHEREAS, the Parties have agreed to amend certain of the terms of the
Purchase Agreement as provided herein.
NOW, THEREFORE, in consideration of the foregoing and the mutual
covenants and agreements herein, the Parties hereto do hereby agree as follows:
SECTION 1. AMENDMENTS TO PURCHASE AGREEMENT. The Purchase Agreement is
hereby amended as follows:
(A) AMENDMENT TO RECITAL. The Recital to the Purchase Agreement is
hereby amended by changing the phrase "TEN MILLION DOLLARS
($10,000,000.00)" set forth therein to "FIFTEEN MILLION
DOLLARS ($15,000,000.00)."
(B) AMENDMENT TO SECTION 1.1. The last sentence of Section 1.1 of
the Purchase Agreement is hereby deleted in its entirety and
replaced with the following sentence:
"Prior to the Closing (as defined below), the Company
will have adopted and filed with the Secretary of State of
Minnesota the Statement of Rights, in substantially the form
attached hereto as Exhibit A, establishing, among other
things, the Series B Preferred Stock."
(C) AMENDMENT TO EXHIBIT A. Exhibit A to the Purchase Agreement is
hereby amended and restated in its entirety in the form
attached hereto as "Exhibit A" and incorporated herein by this
reference.
(D) AMENDMENT TO SECTION 1.2. Section 1.2 of the Purchase
Agreement is hereby deleted in its entirety and replaced with
the following section:
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"1.2 CLOSING; DELIVERIES.
The closing of the purchase and sale of the Series B
Preferred Stock (the "Closing") shall take place at the
offices of the Company on the date that the Company closes the
transactions contemplated by the definitive stock purchase
agreement to be executed by the Company relating to the
acquisition of the entity, the identity of which is set forth
in the Schedule of Exceptions (the "Subsidiary Purchase
Agreement"), or at such other time and place as the Company
and the Purchaser mutually agree upon orally or in writing
(the "Closing Date"). At the Closing, the Purchaser shall
purchase and the Company shall sell an aggregate of Fifteen
Million Dollars (U.S.$15,000,000) of the Stock. Also at the
Closing or soon as practicable thereafter, the Company shall
deliver to the Purchaser countersigned pages to the
Registration Rights Agreement and a certificate representing
the Stock being purchased thereby against payment of the
purchase price therefor by wire transfer to the Company's
designated bank account."
(E) AMENDMENT TO SECTIONS 4.3, 4.8, 4.12, 5.3 AND 8.1. Sections
4.3, 4.8, 4.12, 5.3 and 8.1 of the Purchase Agreement are
hereby amended by deleting the words "Initial Closing" and
"Subsequent Closing" each time such words appear in such
Sections and replacing such words with the word "Closing."
(F) AMENDMENT TO PURCHASE AGREEMENT. The Purchase Agreement is
hereby amended by deleting the words "each Closing" in the
first sentence of Section 4 and Section 5 thereof and
replacing such words with the words "the Closing."
(G) AMENDMENT TO SECTION 4.13. Section 4.13 of the Purchase
Agreement is deleted in its entirety and replaced with the
following section:
"4.13 SUBSIDIARY PURCHASE TRANSACTION.
The Company and the other parties to the Subsidiary
Purchase Agreement shall consummate the acquisition
contemplated by the Subsidiary Purchase Agreement on the same
day as the Closing Date and immediately following the
Closing."
(H) AMENDMENT TO SECTION 6.2. Section 6.2 of the Purchase
Agreement is deleted in its entirety and replaced with the
following section:
"6.2 SECURITY FOR MANDATORY REDEMPTION
OBLIGATIONS.
As security for the Company's obligations under
Section (C)(3)(c) of the Statement of Rights, at the closing
of the acquisition contemplated by the Subsidiary Purchase
Agreement, (a) the Company shall execute and deliver to
Purchaser a Security Agreement substantially in the form of
the Security Agreement attached hereto as Exhibit C and
incorporated herein by this
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reference, and (b) the Company and Purchaser, among others,
will execute and deliver a Subordination Agreement
substantially in the form of the Subordination Agreement
attached hereto as Exhibit D and incorporated herein by this
reference."
(I) AMENDMENT TO EXHIBITS TO PURCHASE AGREEMENT. The Purchase
Agreement is amended by adding as Exhibit C and Exhibit D
thereto the forms of agreements attached to this Amendment as
Exhibit C and Exhibit D, respectively.
(J) AMENDMENT TO SECTION 7. Section 7 of the Purchase Agreement is
amended by deleting the dollar figure "$10,000,000" and
replacing it with the dollar figure "$15,000,000."
SECTION 2. REPRESENTATIONS AND WARRANTIES.
(A) REPRESENTATIONS AND WARRANTIES OF THE COMPANY. The Company
hereby represents and warrants to the Purchaser that: (a) the
Company has all necessary corporate power and authority to
execute and deliver this Amendment, to perform its obligations
under the Purchase Agreement, as amended; (b) the execution
and delivery of this Amendment by the Company and the
consummation by the Company of the transactions contemplated
by the Purchase Agreement, as amended hereby, have been duly
and validly authorized by all necessary corporate action; and
(c) this Amendment has been duly executed and delivered by the
Company and, assuming the due authorization, execution and
delivery by the Purchaser, constitutes the legal, valid and
binding obligation of the Company, enforceable against the
Company in accordance with its terms.
(B) REPRESENTATIONS AND WARRANTIES OF THE PURCHASER. The Purchaser
represents and warrants to the Company that: (a) the Purchaser
has all necessary corporate power and authority to execute and
deliver this Amendment, to perform its obligations under the
Purchase Agreement, as amended; (b) the execution and delivery
of this Amendment by the Purchaser and the consummation by the
Purchaser of the transactions contemplated by the Purchase
Agreement, as amended hereby, have been duly and validly
authorized by all necessary corporate action; and (c) this
Amendment has been duly executed and delivered by the
Purchaser and, assuming the due authorization, execution and
delivery by the Company, constitutes the legal, valid and
binding obligation of the Purchaser, enforceable against the
Purchaser in accordance with its terms.
SECTION 3. EFFECT ON PURCHASE AGREEMENT. Except as otherwise
specifically provided herein, the Purchase Agreement shall not be amended but
shall remain in full force and effect.
SECTION 4. HEADINGS. The Section headings contained herein are for
reference purposes only and will not affect in any way the meaning or
interpretation hereof.
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SECTION 5. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND
CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF GEORGIA
(WITHOUT REFERENCE TO CONFLICT OF LAW PRINCIPLES ).
SECTION 6. COUNTERPARTS. This Amendment may be executed simultaneously
in counterparts, each of which will be deemed an original, but all of which
together will constitute one and the same instrument. Executed counterparts may
be delivered via facsimile transmission.
SECTION 7. ENTIRE AGREEMENT. This Amendment (together with the Purchase
Agreement and the exhibits thereto) constitute the entire agreement among the
parties with respect to the subject matter hereof and supersede all prior
agreements and understandings among the parties with respect thereto.
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IN WITNESS WHEREOF, each of the Parties has caused this Amendment to be
executed and delivered by their respective officers thereunto duly authorized,
all as of the day and year above written.
VERSO TECHNOLOGIES, INC.
By: /s/ Xxxxxx X. Xxxxxxx
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Its: Vice President
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XXXXXXXX.XXX SOFTWARE, INC.
By: /s/ Xxxxxxx X. Xxxxx
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Its: Chief Executive Officer
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