BILL OF SALE, ASSIGNMENT AND ASSUMPTION AGREEMENTAssignment and Assumption Agreement • March 1st, 2005 • Verso Technologies Inc • Services-computer integrated systems design • Georgia
This Bill of Sale, Assignment and Assumption Agreement (“Bill of Sale, Assignment and Assumption Agreement”) is being entered into as of February ___, 2005, by and between Verso Technologies, Inc., a Minnesota corporation (the “Purchaser”) and Jacksonville Technology Associates, Inc., a Delaware corporation now known as WSECI, Inc. (the “Seller”). The Seller and the Purchaser are referred to collectively in this Bill of Sale, Assignment and Assumption Agreement as the “Parties.” Capitalized terms used herein without definition shall have the meanings assigned to them in the Asset Purchase Agreement (as defined below).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 1st, 2005 • Verso Technologies Inc • Services-computer integrated systems design • Georgia
This REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is made and entered into as of the ___ day of February, 2005, by and among VERSO TECHNOLOGIES, INC., a Minnesota corporation (the “Purchaser”), JACKSONVILLE TECHNOLOGY ASSOCIATES, INC., a Delaware corporation now known as WSECI, Inc. (the “Seller”), and each of the shareholders of the Seller signatory hereto (each a “Shareholder” and, collectively, the “Shareholders”). Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to them in that certain Asset Purchase Agreement dated as of February 23, 2005, by and among the Seller, the Shareholders and the Purchaser (the “Purchase Agreement”).
ASSET PURCHASE AGREEMENT BY AND AMONG JACKSONVILLE TECHNOLOGY ASSOCIATES, INC. (NOW KNOWN AS WSECI, INC.), THE SHAREHOLDERS OF JACKSONVILLE TECHNOLOGY ASSOCIATES, INC. (NOW KNOWN AS WSECI, INC.) AND VERSO TECHNOLOGIES, INC. Dated as of February 23, 2005Asset Purchase Agreement • March 1st, 2005 • Verso Technologies Inc • Services-computer integrated systems design • Georgia
SELLER NON-COMPETITION AGREEMENTSeller Non-Competition Agreement • March 1st, 2005 • Verso Technologies Inc • Services-computer integrated systems design • Georgia
This SELLER NON-COMPETITION AGREEMENT (this “Agreement”) is made and entered into as of February___, 2005 (the “Agreement Date”), by and among JACKSONVILLE TECHNOLOGY ASSOCIATES, INC., a Delaware corporation now known as WSECI, Inc. (the “Seller”), and the shareholders of the Seller signatory hereto (each a “Shareholder” and collectively, the “Shareholders”) on the one hand, and VERSO TECHNOLOGIES, INC., a Minnesota corporation (the “Purchaser”), on the other hand.
