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
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
RECITALSRegistration Rights Agreement • February 13th, 2003 • Verso Technologies Inc • Services-computer integrated systems design • California
RECITALSIntellectual Property Security Agreement • February 13th, 2003 • Verso Technologies Inc • Services-computer integrated systems design • California
EXHIBIT 99.1 SILICON VALLEY BANK AMENDMENT TO LOAN DOCUMENTS BORROWER: VERSO TECHNOLOGIES, INC. NACT TELECOMMUNICATIONS, INC. TELEMATE.NET SOFTWARE, INC. DATE: FEBRUARY 12, 2003 THIS AMENDMENT TO LOAN DOCUMENTS is entered into between Silicon Valley...Loan Amendment • February 13th, 2003 • Verso Technologies Inc • Services-computer integrated systems design
RECITALSBill of Sale, Assignment and Assumption Agreement • February 13th, 2003 • Verso Technologies Inc • Services-computer integrated systems design • California
RECITALSBorrower Agreement • February 13th, 2003 • Verso Technologies Inc • Services-computer integrated systems design
RECITALSAntidilution Agreement • February 13th, 2003 • Verso Technologies Inc • Services-computer integrated systems design • California
EXHIBIT 99.9 UNSECURED SUBORDINATED PROMISSORY NOTE (UNSECURED INVENTORY NOTE)Unsecured Subordinated Promissory Note • February 13th, 2003 • Verso Technologies Inc • Services-computer integrated systems design • California
EXHIBIT 2.2 FIRST AMENDMENT TO THE ASSET PURCHASE AGREEMENT THIS FIRST AMENDMENT (the "Amendment") to the Asset Purchase Agreement (the "Purchase Agreement;" capitalized terms used but not defined herein shall have the meanings ascribed to them...Asset Purchase Agreement • February 13th, 2003 • Verso Technologies Inc • Services-computer integrated systems design
EXHIBIT 99.5 SILICON VALLEY BANK SUBORDINATION AGREEMENT (DEBT AND SECURITY INTEREST) BORROWER: VERSO TECHNOLOGIES, INC. SUBORDINATING CREDITOR: CLARENT CORPORATION DATE: FEBRUARY 12, 2003 THIS SUBORDINATION AGREEMENT is executed by the above-named...Subordination Agreement • February 13th, 2003 • Verso Technologies Inc • Services-computer integrated systems design
