REGISTRATION RIGHTS AGREEMENT (February 2008 Private Placement)Registration Rights Agreement • April 15th, 2008 • Verso Technologies Inc • Services-computer integrated systems design • Georgia
This REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is made and entered into as of the ____ day of February, 2008, by and among VERSO TECHNOLOGIES, INC., a Minnesota corporation (the “Company”), and each of the shareholders signing a counterpart signature page hereto (each a “Shareholder” and, collectively, the “Shareholders”), with the Agreement being effective as to each Shareholder as of the date of its signature.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 15th, 2008 • 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”), Valens U.S. SPV I, LLC (as partial assignee)(“Valens US”), 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 Valens US pursuant to that certain Assignment of Loans, Liens and Documents dated as of December 21, 2007 (the “Assignment”) between Laurus, Valens US and Purchaser and (ii) the Letter Agreement dated as of the date hereof by and among the Company, Laurus, Valens US and the Purchaser (the “Consent”).
SETTLEMENT AGREEMENT AND RELEASESettlement Agreement and Release • April 15th, 2008 • Verso Technologies Inc • Services-computer integrated systems design • Massachusetts
THIS SETTLEMENT AGREEMENT AND RELEASE (“Agreement”) is made this 25 day of March, 2008 (“Agreement Date”), by and among Michael Daly, Chapter 7 Trustee for Estate of Entrata Communications Corporation (“Entrata”), Citel Technologies, Inc. (“Citel”), MCK Communications, Inc. (now known as Needham (Nevada) Corp.) (“MCK”) and Verso Technologies, Inc. (“Verso”), all of whom are collectively referred to as the “Parties”.
LAURUS MASTER FUND, LTD. VALENS U.S. SPV I, LLC VALENS OFFSHORE SPV II, CORP. c/o Laurus Capital Management, LLCVerso Technologies Inc • April 15th, 2008 • Services-computer integrated systems design • New York
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 among Verso Technologies, Inc., a Minnesota corporation (the “Company”), certain Eligible Subsidiaries (as defined in the Security Agreement), Laurus Master Fund, Ltd. (“Laurus”), Valens U.S. SPV I, LLC (as partial assignee of Laurus, “Valens US”), and Valens Offshore SPV II, Corp. (as partial assignee of Laurus, “Valens Offshore”; and together with Laurus and Valens US, collectively, the “Creditor Parties”), (b) the Subordination Agreement dated as of September 20, 2006 (as amended, restated, modified and/or supplemented from time to time, the “Subordination Agreement”) by and among Clarent Corporation (“Clarent”), and Creditor Parties, and (c) each of the other Ancillary Agreements (as defined in the Security Agreement) (each of the foregoing, a “Document” and, collectively, the “Documents”). Capitalized
AMENDMENT AGREEMENTAmendment Agreement • April 15th, 2008 • Verso Technologies Inc • Services-computer integrated systems design • New York
THIS AMENDMENT AGREEMENT (this “Agreement”) is executed as of January 24, 2008 by Verso Technologies Canada Inc. (“Verso Canada”), 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.
