STOCK PLEDGE AGREEMENTStock Pledge Agreement • November 3rd, 2006 • Verso Technologies Inc • Services-computer integrated systems design • New York
This Stock Pledge Agreement (this “Agreement”), dated as of September 20, 2006 among Laurus Master Fund, Ltd. (the “Pledgee”), Verso Technologies, Inc. corporation (the “Company”), and each of the other undersigned parties (other than the Pledgee) (the Company and each such other undersigned party, a “Pledgor” and collectively, the “Pledgors”).
ContractVerso Technologies Inc • November 3rd, 2006 • Services-computer integrated systems design
THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS WARRANT UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO VERSO TECHNOLOGIES, INC. THAT SUCH REGISTRATION IS NOT REQUIRED.
SECURITY AGREEMENTSecurity Agreement • November 3rd, 2006 • Verso Technologies Inc • Services-computer integrated systems design • New York
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 3rd, 2006 • Verso Technologies Inc • Services-computer integrated systems design • New York
This Agreement is made pursuant to the Security Agreement, dated as of the date hereof, by and among the Purchaser, the Company and various subsidiaries of the Company (as amended, modified or supplemented from time to time, the “Security Agreement”), and pursuant to the Warrants referred to therein.
INTELLECTUAL PROPERTY SECURITY AGREEMENTIntellectual Property Security Agreement • November 3rd, 2006 • Verso Technologies Inc • Services-computer integrated systems design
THIS INTELLECTUAL PROPERTY SECURITY AGREEMENT, dated as of September 20, 2006 is made by VERSO TECHNOLOGIES, INC, a Minnesota corporation (“Verso”), TELEMATE.NET SOFTWARE, INC., a Georgia corporation (“Telemate”) and VERSO VERILINK, LLC, a Georgia limited liability company (“Verilink”, and together with Verso and Telemate, the “Grantors” and each a “Grantor”), in favor of Laurus Master Fund, Ltd., a Cayman Islands company (“Lender”).
VERSO TECHNOLOGIES, INC. 400 Galleria Parkway Suite 200 Atlanta, Georgia 30339 September 20, 2006Verso Technologies Inc • November 3rd, 2006 • Services-computer integrated systems design
This letter will confirm our agreement with respect to the issuance of an additional warrant to purchase shares of Common Stock of the Parent in connection with the Agreement. The Parent will issue to Laurus upon the earlier of (1) the date that is 18 months from the date hereof and (2) the date upon which the Tranche B Availability Amount equals $6,000,000 (without regard to the monthly reductions thereto commencing on February 1, 2007) a Common Stock Purchase Warrant exercisable for 660,939 shares of Common Stock of the Parent during a five year period following the date of issuance thereof (and otherwise on the same terms (including, without limitation, the exercise price) as the Warrant issued by the Parent to Laurus on the date hereof exercisable for 1,321,877 shares of Common Stock of the Parent).
