0000950144-07-002989 Sample Contracts

VERSO TECHNOLOGIES, INC. RESTRICTED STOCK AWARD AGREEMENT
Restricted Stock Award Agreement • April 2nd, 2007 • Verso Technologies Inc • Services-computer integrated systems design • Georgia

This RESTRICTED STOCK AWARD AGREEMENT (the “Agreement”) is made as of the day of , 2007, by and between Verso Technologies, Inc., a Minnesota corporation (the “Company”), and , an individual resident of the State of (“Participant”).

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INTELLECTUAL PROPERTY ASSIGNMENT
Intellectual Property Assignment • April 2nd, 2007 • Verso Technologies Inc • Services-computer integrated systems design

This Intellectual Property Assignment Agreement (this “Assignment”) is made and entered into this 26TH day of March, 2007 by and among Paradyne Networks, Inc., a Delaware corporation (“Seller”) and Paradyne Corporation, a Delaware corporation (“Paradyne Corp”) and together with Seller, (“Paradyne”) and Verso Technologies, Inc., a Minnesota corporation (“Buyer”).

EXCLUSIVE LICENSE AGREEMENT
Exclusive License Agreement • April 2nd, 2007 • Verso Technologies Inc • Services-computer integrated systems design • California

This Exclusive License Agreement (“Agreement”) is entered into by and between Verso Technologies, Inc. (“Verso”), a Minnesota corporation having a principal place of business at 400 Galleria Parkway, Suite 200, Atlanta, GA 30339, Telemate.net Software, Inc. (“Licensor”), a Georgia corporation having a principal place of business at 400 Galleria Parkway, Suite 200, Atlanta, GA 30339, and ACACIA PATENT ACQUISITION CORPORATION (“APAC”), a Delaware corporation having a principal place of business at 500 Newport Center Drive, Suite 700, Newport Beach, CA 92660 (collectively referred to herein as the “Parties”). The effective date of this Agreement shall be the date on which the last Party executes this Agreement below (the ‘Effective Date”).

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