SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 12th, 2007 • Verso Technologies Inc • Services-computer integrated systems design • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of February 9, 2007, among Verso Technologies, Inc., a Minnesota corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
COMMON STOCK PURCHASE WARRANT VERSO TECHNOLOGIES, INC.Verso Technologies Inc • February 12th, 2007 • Services-computer integrated systems design
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the five year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Verso Technologies, Inc., a Minnesota corporation (the “Company”), up to shares (the “Warrant Shares”) of common stock, par value $.01 per share, of the Company (the “Common Stock”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 12th, 2007 • Verso Technologies Inc • Services-computer integrated systems design
This Registration Rights Agreement (this “Agreement”) is made and entered into as of February 9, 2007, among Verso Technologies, Inc. a Minnesota corporation (the “Company”), and the several purchasers signatory hereto (each such purchaser, a “Purchaser” and collectively, the “Purchasers”).
AMENDMENT NO. 2 TO ASSET PURCHASE AGREEMENTAsset Purchase Agreement • February 12th, 2007 • Verso Technologies Inc • Services-computer integrated systems design • California
This Amendment No. 2 to the Asset Purchase Agreement (the “Amendment”) is made and entered into on February 7, 2007 but is effective as of January 31, 2007 (the “Effective Date”) by and between Verso Technologies Inc., a Minnesota corporation (“Buyer”), Paradyne Networks, Inc., a Delaware corporation (“Seller”), and Zhone Technologies, Inc., a Delaware corporation (“Zhone”), for the purpose of amending that certain Asset Purchase Agreement dated as of December 29, 2006, as amended by Amendment No. 1 thereto dated as of January 25, 2007 (as so amended, the “Purchase Agreement”) by and between Buyer, Seller, and for the limited purposes stated therein, Zhone, and certain exhibits and schedules thereto. Capitalized terms not defined herein shall have the meanings given to them in the Purchase Agreement.
