REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 23rd, 2007 • Verso Technologies Inc • Services-computer integrated systems design • Georgia
This REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is made and entered into as of the 17th day of April 2007, by and among VERSO TECHNOLOGIES, INC., a Minnesota corporation (“PURCHASER”), and certain of the stockholders and employees of SENTITO NETWORKS, INC., a Delaware corporation (“TARGET”), and other persons listed on Schedule 1 attached hereto (each such person a “Seller” and, collectively, the “Sellers”).
ESCROW AGREEMENTEscrow Agreement • April 23rd, 2007 • Verso Technologies Inc • Services-computer integrated systems design • Georgia
This Escrow Agreement (“Agreement”) is made and entered into as of April 17, 2007 by and among VERSO TECHNOLOGIES, INC., a Minnesota corporation (“PURCHASER”), SUNTRUST BANK, a Georgia banking corporation (the “Escrow Agent”), and BRETT HAUSER (the “Stockholders’ Agent”) for and on behalf of the holders (the “Stockholders”) of Outstanding TARGET Series E-3 Shares and the Management Members (as such terms are defined in that certain Agreement and Plan of Merger dated as of April 4, 2007 (the “Merger Agreement”) by and among PURCHASER, SN ACQUISITION CORPORATION, a Delaware corporation and a wholly-owned subsidiary of PURCHASER (“MERGER SUB”), Sentito Networks, Inc., a Delaware corporation (“TARGET”), and the Stockholders’ Agent (as defined in the Merger Agreement)).
Warrant Number: [ ] Warrant Shares: [ ] Initial Exercise Date: [ ], 2007Verso Technologies Inc • April 23rd, 2007 • Services-computer integrated systems design
THIS 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 (5) 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 (“PURCHASER”), up to ___ shares (the “Warrant Shares”) of common stock, par value $.01 per share, of PURCHASER (the “PURCHASER Common Stock”). The purchase price of one share of PURCHASER Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
