EXHIBIT 99.2 SILICON VALLEY BANK LIMITED WAIVER AND AMENDMENT TO LOAN DOCUMENTS BORROWER: VERSO TECHNOLOGIES, INC. PROVO PREPAID (DELAWARE) CORP. TELEMATE.NET SOFTWARE, INC. NEEDHAM (DELAWARE) CORP. DATE: JULY 25, 2005 THIS LIMITED WAIVER AND...Verso Technologies Inc • July 29th, 2005 • Services-computer integrated systems design
EXHIBIT 4.1 NEITHER THIS NOTE NOR THE SECURITIES INTO WHICH THIS NOTE IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE...Verso Technologies Inc • May 1st, 2002 • Services-computer integrated systems design • Georgia
EMPLOYMENT AGREEMENT This Employment Agreement ("Agreement") between ELTRAX SYSTEMS, INC. a Minnesota corporation having its principal place of business in Atlanta, Georgia ("Eltrax"), together with its subsidiaries (collectively, the "Company") and...Employment Agreement • March 29th, 1999 • Eltrax Systems Inc • Services-computer integrated systems design • Georgia
WITNESSETHLease Agreement • March 31st, 1997 • Eltrax Systems Inc • Services-computer integrated systems design • Minnesota
EXHIBIT 10.74 CONSULTING AGREEMENT THIS CONSULTING AGREEMENT (the "Agreement") is made and entered into as of the 14th day of March, 2003, by and between, WILLIAM P. O'REILLY, an individual resident of the State of Michigan ("Consultant"), and VERSO...Consulting Agreement • April 15th, 2003 • Verso Technologies Inc • Services-computer integrated systems design • Michigan
EXHIBIT 99.2 SILICON VALLEY BANK LOAN AND SECURITY AGREEMENT (EXIM PROGRAM) BORROWER: VERSO TECHNOLOGIES, INC. NACT TELECOMMUNICATIONS, INC. TELEMATE.NET SOFTWARE, INC. ADDRESS: 400 GALLERIA PARKWAY, SUITE 300 ATLANTA, GEORGIA 30339 DATE: FEBRUARY 12,...Loan and Security Agreement • February 13th, 2003 • Verso Technologies Inc • Services-computer integrated systems design • California
EXHIBIT 10.31 EMPLOYMENT AGREEMENT This Employment Agreement ("Agreement") between ELTRAX SYSTEMS, INC. a Minnesota corporation having its principal place of business in Atlanta, Georgia ("Eltrax"), together with its subsidiaries (collectively, the...Employment Agreement • March 27th, 2000 • Eltrax Systems Inc • Services-computer integrated systems design • Georgia
SECOND AMENDMENT TO REVOLVING CREDIT AGREEMENT This Second Amendment to the Revolving Credit Agreement (the "Amendment") is made as of October 6, 1997, by and among Eltrax Systems, Inc., a Minnesota Corporation ("Eltrax") having its principal place of...Revolving Credit Agreement • March 27th, 1998 • Eltrax Systems Inc • Services-computer integrated systems design • Massachusetts
EXHIBIT 4.12 WARRANT AGREEMENT THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 NOR REGISTERED OR QUALIFIED UNDER THE SECURITIES OR BLUE SKY LAWS OF ANY STATE. NEITHER THIS...Warrant Agreement • September 8th, 2003 • Verso Technologies Inc • Services-computer integrated systems design • Georgia
EXHIBIT 99.3 SECURITY AGREEMENT THIS SECURITY AGREEMENT dated as of April 25, 2002 (this "Agreement"), is executed by NACT TELECOMMUNICATIONS, INC., a Delaware corporation with its chief executive office and principal place of business located at 400...Security Agreement • May 1st, 2002 • Verso Technologies Inc • Services-computer integrated systems design • Georgia
RECITALS:Assignment and Assumption Agreement • January 27th, 2005 • Verso Technologies Inc • Services-computer integrated systems design • New York
EXHIBIT 10.71 SETTLEMENT AGREEMENT AND FULL RELEASE OF CLAIMS This is a Settlement Agreement and Full Release of Claims ("Agreement") among Plaintiff John M. Good ("Plaintiff") and Defendant Verso Technologies, Inc. ("Verso"), as defined in Paragraph...Settlement Agreement • April 15th, 2003 • Verso Technologies Inc • Services-computer integrated systems design • Ohio
WARRANTVerso Technologies Inc • July 29th, 2005 • Services-computer integrated systems design
Exhibit 4.11 AIM GROUP, INC. Warrant Agreement THIS AGREEMENT is made as of October 29, 1999, by and between AIM Group, Inc., a Delaware corporation (the "Company"), and Randall P. Stern (the "Warrant Holder"). W I T N E S S E T H: WHEREAS, the...Warrant Agreement • September 8th, 2003 • Verso Technologies Inc • Services-computer integrated systems design
WARRANTVerso Technologies Inc • May 15th, 2001 • Services-computer integrated systems design • New York
EXHIBIT 99.2 SECURITY AGREEMENT THIS SECURITY AGREEMENT dated as of April 25, 2002 (this "Agreement"), is by and between VERSO TECHNOLOGIES, INC., a Minnesota corporation with its chief executive office and principal place of business located at 400...Security Agreement • May 1st, 2002 • Verso Technologies Inc • Services-computer integrated systems design • Georgia
WITNESSETHNon-Qualified Stock Option Agreement • March 21st, 2005 • Verso Technologies Inc • Services-computer integrated systems design • Georgia
Exhibit 10.76 --------------------------------------------------------------------- SILICON VALLEY BANK AMENDMENT TO LOAN DOCUMENTS BORROWER: VERSO TECHNOLOGIES, INC. NACT TELECOMMUNICATIONS, INC. TELEMATE.NET SOFTWARE, INC. DATE: APRIL 7, 2003 THIS...Loan Agreement • April 15th, 2003 • Verso Technologies Inc • Services-computer integrated systems design
BY AND AMONGAsset Purchase Agreement • January 27th, 2005 • Verso Technologies Inc • Services-computer integrated systems design • New York
RECITALS:Registration Rights Agreement • August 7th, 2000 • Eltrax Systems Inc • Services-computer integrated systems design • Georgia
1 EXHIBIT 2.1 STOCK PURCHASE AGREEMENT VERSO TECHNOLOGIES, INC.Stock Purchase Agreement • June 5th, 2001 • Verso Technologies Inc • Services-computer integrated systems design
Exhibit 2.3 SECOND AMENDMENT TO AGREEMENT AND PLAN OF MERGER THIS SECOND AMENDMENT (the "AMENDMENT") to the Agreement and Plan of Merger dated as of April 21, 2003, by and among VERSO TECHNOLOGIES, INC., a Minnesota corporation ("PURCHASER"), MICKEY...Agreement and Plan of Merger • June 17th, 2003 • Verso Technologies Inc • Services-computer integrated systems design • Delaware
LEASE AGREEMENT BETWEEN BOGGESS-RIVERWOODS COMPANY, L.L.C. AS LANDLORD AND NACT TELECOMMUNICATIONS, INC., AS TENANT DECEMBER 30, 1999Lease Agreement • April 1st, 2002 • Verso Technologies Inc • Services-computer integrated systems design • Utah
1 EXHIBIT 10.4 AMENDMENT TO PURCHASE AGREEMENT dated as of January 18, 2001 by and between Verso Technologies, Inc., a Minnesota corporation (formerly known as Eltrax System, Inc.) (the "Company"), and those persons signatory hereto (each such person...Purchase Agreement • May 15th, 2001 • Verso Technologies Inc • Services-computer integrated systems design
Borrower may enter into foreign exchange forward contracts with Silicon, on its standard forms, under which Borrower commits to purchase from or sell to Silicon a set amount of foreign currency more than one business day after the contract date (the...Verso Technologies Inc • March 31st, 2006 • Services-computer integrated systems design
ARTICLE 1 1.1 SULCUS AGREEMENT SUPERSEDED. At the Effective Time, all terms and conditions of the Sulcus Agreement shall terminate, and Employee shall have no rights or benefits of any kind or nature whatsoever under the Sulcus Agreement, unless...Termination Agreement • February 16th, 1999 • Eltrax Systems Inc • Services-computer integrated systems design • Pennsylvania
RECITALSRegistration Rights Agreement • February 13th, 2003 • Verso Technologies Inc • Services-computer integrated systems design • California
CONSULTING AGREEMENT THIS AGREEMENT is effective as of June 1, 1996 between ELTRAX SYSTEMS, INC., a Minnesota corporation (the "COMPANY"), and CLUNET R. LEWIS (the "CONSULTANT"). WHEREAS, the Consultant serves as a member of the Board of Directors of...Consulting Agreement • March 31st, 1997 • Eltrax Systems Inc • Services-computer integrated systems design • Minnesota
Recitals:Pledge Agreement • March 27th, 2000 • Eltrax Systems Inc • Services-computer integrated systems design • Georgia
EXHIBIT 4.2 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this "AGREEMENT") is made and entered into as of February 24, 2004, by and among VERSO TECHNOLOGIES, INC., a Minnesota corporation (the "COMPANY"), and the investors...Registration Rights Agreement • February 26th, 2004 • Verso Technologies Inc • Services-computer integrated systems design • New York
WARRANTVerso Technologies Inc • July 29th, 2005 • Services-computer integrated systems design
RECITALSLoan and Security Agreement • April 28th, 2000 • Eltrax Systems Inc • Services-computer integrated systems design • Georgia
EXHIBIT 4.2 THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED OR ANY APPLICABLE STATE SECURITIES LAW, AND MAY NOT BE SOLD, PLEDGED, OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE...Verso Technologies Inc • August 14th, 2002 • Services-computer integrated systems design • California
WITNESSETH:Lease • August 7th, 2000 • Eltrax Systems Inc • Services-computer integrated systems design
EXHIBIT 8.2 [MORRIS, MANNING & MARTIN, LLP LETTERHEAD] September 11, 2001 Telemate.Net Software, Inc. 4250 Perimeter Park South Suite 200 Atlanta, GA 30341 Re: Agreement and Plan of Merger by and among Verso Technologies, Inc. ("Parent"), Titan...Merger Agreement • September 12th, 2001 • Verso Technologies Inc • Services-computer integrated systems design
