1
EXHIBIT 99.3
SECOND AMENDMENT TO
VERSO TECHNOLOGIES, INC.
SERIES B PREFERRED STOCK PURCHASE AGREEMENT
THIS SECOND AMENDMENT (the "AMENDMENT") to the Verso Technologies, Inc.
Series B Preferred Stock Purchase Agreement, dated as of May 4, 2001, as amended
by the First Amendment thereto dated as of June 1, 2001 (as so amended, the
"PURCHASE AGREEMENT"), 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 27th day of July, 2001 by and
between the Company and the Purchaser (collectively, the "PARTIES").
WITNESSETH:
WHEREAS, the Parties desire to amend 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 do hereby agree as follows:
SECTION 1. AMENDMENT TO SECTION 1.1 OF THE PURCHASE AGREEMENT. Section
1.1 of the Purchase Agreement is hereby amended by changing the number "500,000"
set forth therein to "750,000."
SECTION 2. 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 3. HEADINGS. The Section headings contained herein are for
reference purposes only and will not affect in any way the meaning or
interpretation hereof.
SECTION 4. 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 5. 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 6. ENTIRE AGREEMENT. This Amendment (together with the Purchase
Agreement and the exhibits thereto) constitutes the entire agreement between the
Parties with respect to the subject matter hereof and supersede all prior
agreements and understandings between the Parties with respect thereto.
[Signatures Next Page]
2
IN WITNESS WHEREOF, each of the Parties has caused this Amendment to be
executed and delivered by its duly authorized officer as of the day and year
above written.
VERSO TECHNOLOGIES, INC.
By: /s/ Xxxxxx X. Xxxxxxx
---------------------------------------------
Its: Executive Vice President and Chief
Financial Officer
-----------------------------------------
XXXXXXXX.XXX SOFTWARE, INC.
By: /s/ Xxxxx Xxx Xxxx
---------------------------------------------
Its: Chief Financial Officer
-----------------------------------------
2
