0000950144-07-000156 Sample Contracts

Contract
Verso Technologies Inc • January 8th, 2007 • Services-computer integrated systems design

THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS WARRANT UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO VERSO TECHNOLOGIES, INC. THAT SUCH REGISTRATION IS NOT REQUIRED.

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ASSET PURCHASE AGREEMENT by and between VERSO TECHNOLOGIES, INC. as “Buyer” and PARADYNE NETWORKS, INC. as “Seller” As of December 29, 2006
Asset Purchase Agreement • January 8th, 2007 • Verso Technologies Inc • Services-computer integrated systems design • California
ADAPTATION OF RESELLER AGREEMENT
Adaptation of Reseller Agreement • January 8th, 2007 • Verso Technologies Inc • Services-computer integrated systems design

This Adaptation of Reseller Agreement (the “Adaptation”) is effective as of December 29, 2006 (“Effective Date”) by and between Paradyne Networks, Inc. (“Paradyne”) and Verso Technologies, Inc. (“Verso”).

LICENSE AGREEMENT
License Agreement • January 8th, 2007 • Verso Technologies Inc • Services-computer integrated systems design • California

This License Agreement (the “Agreement”), dated as of December 29, 2006 (the “Effective Date”), is by and between Paradyne Networks, Inc., a Delaware corporation (“Licensor”), and Verso Technologies, Inc., a Minnesota corporation (“Licensee”).

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