SERIES A WARRANT TO PURCHASE COMMON STOCK OF VERSO TECHNOLOGIES, INC.Warrant Agreement • February 8th, 2005 • Verso Technologies Inc • Services-computer integrated systems design
THIS CERTIFIES that or any subsequent holder hereof (the “Holder”), has the right to purchase from VERSO TECHNOLOGIES, INC., a Minnesota corporation (the “Company”), up to [ ] fully paid and nonassessable shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”), subject to adjustment as provided herein, at a price per share equal to the Exercise Price (as defined below), at any time and from time to time beginning on the date (the “Commencement Date”) that is the one-year anniversary of the date on which this Warrant is originally issued (the “Issue Date”) and ending at 6:00 p.m., eastern time, on the date that is the fifth (5th) anniversary of the Issue Date (or, if such date is not a Business Day, on the Business Day immediately following such date) (the “Expiration Date”). This Warrant is issued pursuant to a Securities Purchase Agreement, dated as of February 4, 2005 (the “Securities Purchase Agreement”). Capitalized terms used herein and not otherwise d
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 8th, 2005 • Verso Technologies Inc • Services-computer integrated systems design • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of February 4, 2005, is by and between VERSO TECHNOLOGIES, INC., a Minnesota corporation (the “Company”), and each of the entities whose names appear on the signature pages hereof. Such entities are each referred to herein as an “Investor” and, collectively, as the “Investors”.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 8th, 2005 • Verso Technologies Inc • Services-computer integrated systems design • New York
SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of February 4, 2005, by and between VERSO TECHNOLOGIES, INC., a Minnesota corporation (the “Company”), and each of the entities whose names appear on the signature pages hereof. Such entities are each referred to herein as an “Investor” and, collectively, as the “Investors”.
CASH COLLATERAL AGREEMENTCash Collateral Agreement • February 8th, 2005 • Verso Technologies Inc • Services-computer integrated systems design • New York
THIS CASH COLLATERAL AGREEMENT (this “Agreement”) is made as of February 4, 2005 by and among VERSO TECHNOLOGIES, INC., a Minnesota corporation (the “Company”), the investors signatory hereto (each, an “Investor” and, collectively, the “Investors”), and WACHOVIA BANK, NATIONAL ASSOCIATION (the “Collateral Agent”). Capitalized terms used herein but not defined have the respective meanings set forth in the Securities Purchase Agreement, dated as of February 4, 2005, between each Investor and the Company (the “Purchase Agreement”).
ContractSecurities Purchase Agreement • February 8th, 2005 • Verso Technologies Inc • Services-computer integrated systems design • New York
THIS DEBENTURE AND THE SECURITIES ISSUABLE UPON CONVERSION OF THIS DEBENTURE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAW, AND MAY NOT BE OFFERED FOR SALE OR SOLD UNLESS A REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS SHALL BE EFFECTIVE WITH RESPECT THERETO, OR AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS IS AVAILABLE IN CONNECTION WITH SUCH OFFER OR SALE.
SERIES B WARRANT TO PURCHASE COMMON STOCK OF VERSO TECHNOLOGIES, INC.Warrant Agreement • February 8th, 2005 • Verso Technologies Inc • Services-computer integrated systems design
THIS CERTIFIES that or any subsequent holder hereof (the “Holder”), has the right to purchase from VERSO TECHNOLOGIES, INC., a Minnesota corporation (the “Company”), up to [ ] fully paid and nonassessable shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”), subject to adjustment as provided herein, at a price per share equal to the Exercise Price (as defined below), at any time and from time to time beginning on the date on which Shareholder Approval has been obtained (the “Approval Date”) and ending at 6:00 p.m., eastern time, on the ninetieth (90th) day following the later to occur of (i) the Effective Date and (ii) the Approval Date (or, if such date is not a Business Day, on the Business Day immediately following such date) (the “Expiration Date”). This Warrant is issued pursuant to a Securities Purchase Agreement, dated as of February 4, 2005 (the “Securities Purchase Agreement”). Capitalized terms used herein and not otherwise defined shall have t
