REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 28th, 2007 • Verso Technologies Inc • Services-computer integrated systems design • New York
This Agreement is made pursuant to (i) the Security Agreement, dated as of September 20, 2006, by and among Laurus Master Fund, Ltd. (“Laurus”), the Purchaser (as partial assignee), the Company and various subsidiaries of the Company (as amended, modified or supplemented from time to time, the “Security Agreement”), as such Security Agreement and Ancillary Agreements (as defined in the Security Agreement) have been assigned in part by Laurus to Purchaser pursuant to that certain Assignment of Loans, Liens and Documents dated as of December 21, 2007 (the “Assignment”) between Laurus, Purchaser and Valens U.S. SPV I, LLC and (ii) the Assignment.
FUNDS ESCROW AGREEMENTFunds Escrow Agreement • December 28th, 2007 • Verso Technologies Inc • Services-computer integrated systems design • New York
This Funds Escrow Agreement (this “Agreement”) is dated as of December 21, 2007 among Verso Technologies, Inc., a Minnesota corporation (“Verso”), Telemate.Net Software, Inc., a Georgia corporation, Verso Verilink, LLC, a Georgia corporation, sentitO Networks, Inc. a Delaware corporation, and Verso Backhaul Solutions, Inc., a Georgia corporation, (collectively, the “Companies” and each a “Company”), Valens U.S. SPV I, LLC, a Delaware limited liability company (the “Lender”), and Loeb & Loeb LLP (the “Escrow Agent”).
ASSET PURCHASE AGREEMENT by and between NMS COMMUNICATIONS CORP., as Seller, and VERSO TECHNOLOGIES, INC., as Buyer dated as of December 20, 2007Asset Purchase Agreement • December 28th, 2007 • Verso Technologies Inc • Services-computer integrated systems design • Georgia
THIS ASSET PURCHASE AGREEMENT (“Agreement”) is made as of December 20, 2007 by and between NMS COMMUNICATIONS CORP., a Delaware corporation (“Seller” or “NMS”), and VERSO TECHNOLOGIES, INC., a Minnesota corporation (“Buyer”).
INTELLECTUAL PROPERTY AGREEMENTIntellectual Property Agreement • December 28th, 2007 • Verso Technologies Inc • Services-computer integrated systems design • Georgia
THIS INTELLECTUAL PROPERTY AGREEMENT (this “Intellectual Property Agreement”), dated as of December 20, 2007, is made by and between NMS COMMUNICATIONS CORP., a Delaware corporation (“Seller”), and VERSO BACKHAUL SOLUTIONS, INC., a Georgia corporation (“Backhaul”).
ASSIGNMENT OF ASSET PURCHASE AGREEMENTAssignment of Asset Purchase Agreement • December 28th, 2007 • Verso Technologies Inc • Services-computer integrated systems design
This Assignment of Asset Purchase Agreement (this “Assignment”) is made as of the 20th day of December, 2007, by VERSO TECHNOLOGIES, INC., a Minnesota corporation (“Assignor”), in favor of VERSO BACKHAUL SOLUTIONS, INC., a Georgia corporation and wholly-owned subsidiary of Assignor (“Assignee”). Capitalized term used herein and not otherwise defined herein shall have the meanings ascribed to them in that certain Asset Purchase Agreement dated as of the date hereof, by and between Assignor, as “Buyer”, and NMS COMMUNICATIONS CORP., a Delaware corporation, as “Seller” (the “Asset Purchase Agreement”). Pursuant to Section 2.10 of the Asset Purchase Agreement, Assignor desires to assign its right to purchase the Purchased Assets and all of Assignor’s rights associated and related thereto under the Asset Purchase Agreement to Assignee.
TRANSITION SERVICES AGREEMENTTransition Services Agreement • December 28th, 2007 • Verso Technologies Inc • Services-computer integrated systems design • Georgia
THIS TRANSITION SERVICES AGREEMENT (this “Transition Services Agreement”), dated as of December 20, 2007, is made by and between NMS COMMUNICATIONS CORP., a Delaware corporation (“NMS” or “Seller”), and VERSO BACKHAUL SOLUTIONS, INC., a Georgia corporation (“Backhaul”).
GRANT OF SECURITY INTEREST IN TRADEMARKS AND PATENTSGrant of Security Interest • December 28th, 2007 • Verso Technologies Inc • Services-computer integrated systems design
THIS GRANT OF SECURITY INTEREST (“Grant”), effected as of December 21, 2007, is executed by Verso Backhaul Solutions, Inc., a Georgia corporation (the “Grantor”), in favor of Laurus Master Fund, Ltd. (the “Secured Party”).
TRADE STYLE LETTERSecurity Agreement • December 28th, 2007 • Verso Technologies Inc • Services-computer integrated systems design
Reference is made to the Security Agreement dated as of the date hereof (as amended, modified, supplemented and/or restated from time to time, the Security Agreement dated as of September 20, 2006 (as amended, restated, modified and/or supplemented from time to time, the “Security Agreement”) by and between Verso Technologies, Inc., a Minnesota corporation (“Verso”), certain Eligible Subsidiaries (as defined in the Security Agreement and, together with Verso, (the “Companies” and each a “Company”) and Laurus Master Fund, Ltd. (“Laurus”) as assigned in part by Laurus to Valens U.S. SPV I, LLC and Valens Offshore SPV II, Corp. (together, “Valens” and, collectively with Laurus, the “Creditor Parties” and each a “Creditor Party”) pursuant to that certain Assignment of Loans, Liens and Documents dated as of December 21, 2007 between Laurus and Valens. Capitalized terms used herein which are not defined shall have the meanings given to them in the Security Agreement.
JOINDER AND AMENDMENT AGREEMENTJoinder and Amendment Agreement • December 28th, 2007 • Verso Technologies Inc • Services-computer integrated systems design • New York
THIS JOINDER AND AMENDMENT AGREEMENT (this “Agreement”) is executed as of December 21, 2007 by Verso Backhaul Solutions, Inc., a Georgia corporation (“Joining Party”), Verso Technologies, Inc., a Minnesota corporation (the “Company”), and delivered to Laurus Master Fund, Ltd., a Cayman Islands company (“Laurus”). Except as otherwise defined herein, terms used herein and defined in the Security Agreement (as defined below) shall be used herein as therein defined.
LICENSE AGREEMENTLicense Agreement • December 28th, 2007 • Verso Technologies Inc • Services-computer integrated systems design • Georgia
This License Agreement (this “License Agreement”) is made as of December 20, 2007, by and between NMS COMMUNICATIONS CORP., a Delaware corporation (“Licensor”), and VERSO BACKHAUL SOLUTIONS, INC., a Georgia corporation (“Licensee”).
COLLATERAL ASSIGNMENTCollateral Assignment • December 28th, 2007 • Verso Technologies Inc • Services-computer integrated systems design
FOR VALUE RECEIVED, and as collateral security for all debts, liabilities and obligations of each Assignor to Assignee, now existing or hereafter arising under that certain Security Agreement dated as of September 20, 2006 (as amended, modified, restated or supplemented from time to time, the “Security Agreement”) among the Assignors, the Eligible Subsidiaries (as defined in the Security Agreement) and Assignee and the Ancillary Agreements (as defined in the Security Agreement), as such Security Agreement and Ancillary Agreements have been assigned in part by Assignee to Valens U.S. SPV I, LLC and Valens Offshore SPV II, Corp. (together, “Valens”) pursuant to that certain Assignment of Loans, Liens and Documents dated as of December 21, 2007 between Assignee and Valens, each Assignor hereby assigns, transfers and sets over unto Assignee, its successors and assigns, all of its rights, but not its obligations, under that certain (i) Asset Purchase Agreement dated as of December 20, 2007
ASSIGNMENT AND BILL OF SALE AND ASSUMPTION AGREEMENTAssignment and Bill of Sale and Assumption Agreement • December 28th, 2007 • Verso Technologies Inc • Services-computer integrated systems design • Georgia
THIS ASSIGNMENT AND BILL OF SALE AND ASSUMPTION AGREEMENT (“Assignment and Bill of Sale and Assumption Agreement”) is being entered into as of December 20, 2007, by and between NMS COMMUNICATIONS CORP., a Delaware corporation (“NMS Communications”), and NMS COMMUNICATIONS EUROPE LIMITED, a wholly-owned subsidiary of NMS Communications (each, a “Seller” and, collectively, “Sellers”), and VERSO BACKHAUL SOLUTIONS, INC., a Georgia corporation (“Backhaul”). Backhaul and each Seller are referred to individually and collectively in this Assignment and Bill of Sale and Assumption Agreement as the “Party” or the “Parties,” respectively. Capitalized terms used herein without definition shall have the meanings assigned to them in the Asset Purchase Agreement (as defined below).
LAURUS MASTER FUND, LTD. c/o Laurus Capital Management, LLC 335 Madison Avenue New York, New York 10017Warrant Amendment • December 28th, 2007 • Verso Technologies Inc • Services-computer integrated systems design
Reference is made to (a) the Security Agreement dated as of September 20, 2006 (as amended, restated, modified and/or supplemented from time to time, the “Security Agreement”) by and between Verso Technologies, Inc., a Minnesota corporation (the “Company”), certain Eligible Subsidiaries (as defined in the Security Agreement) and Laurus Master Fund, Ltd. (“Laurus”), (b) the Common Stock Purchase Warrant dated September 20, 2006 issued by the Company in favor of Laurus for up to 600,000 Shares of Common Stock of the Company (as amended, restated, modified and/or supplemented from time to time, the “600,000 Warrant”) and (c) the Common Stock Purchase Warrant dated September 20, 2006 issued by the Company in favor of Laurus for up to 1,321,877 Shares of Common Stock of the Company (as amended, restated, modified and/or supplemented from time to time, the “1,321,877 Warrant” and together with the 600,000 Warrant, the “Warrants” and each a “Warrant”). Capitalized terms used herein that are n
ASSIGNMENT OF LOANS, LIENS AND DOCUMENTSAssignment of Loans, Liens and Documents • December 28th, 2007 • Verso Technologies Inc • Services-computer integrated systems design • New York
THIS ASSIGNMENT OF LOANS, LIENS AND DOCUMENTS (this “Agreement”) dated as of December 21, 2007 by and among LAURUS MASTER FUND, LTD., a Cayman Islands company (“Assignor”), VALENS U.S. SPV I, LLC, a Delaware limited liability company (“Valens US”) and VALENS OFFSHORE SPV II, CORP., a Delaware corporation (“Valens Offshore”; and together with Valens US, individually, each an “Assignee” and collectively, the “Assignees”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 28th, 2007 • Verso Technologies Inc • Services-computer integrated systems design • Georgia
This REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is made and entered into as of the 20th day of December, 2007, by and between VERSO TECHNOLOGIES, INC., a Minnesota corporation (“Buyer”), and NMS COMMUNICATIONS CORP., a Delaware corporation (“Seller”). 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 December 20, 2007, by and between Seller and Buyer (the “Asset Purchase Agreement”).
