EX-4.2 FROM OF SERIES A WARRANT TO PURCHASE COMMON



 






EXHIBIT 4.2




EXHIBIT B TO 

SECURITIES PURCHASE AGREEEMENT



THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAW,
AND MAY NOT BE OFFERED FOR SALE, SOLD OR TRANSFERRED UNLESS A REGISTRATION STATEMENT UNDER SUCH ACT
AND APPLICABLE STATE SECURITIES LAWS SHALL BE EFFECTIVE WITH RESPECT THERETO, OR AN EXEMPTION FROM
REGISTRATION UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS IS AVAILABLE IN
CONNECTION WITH SUCH OFFER, SALE OR TRANSFER.




SERIES
A WARRANT





TO PURCHASE COMMON STOCK




OF





VERSO TECHNOLOGIES, INC.




	 	 	 	 	 	 	 
	Issue Date:

	 	February 4, 2005
	 	Warrant No.
	 	___






     THIS CERTIFIES that                                          or any subsequent holder hereof (the
“Holder”), has the right to purchase from VERSO TECHNOLOGIES, INC., a Minnesota corporation
(the “Company”), up to [                    ] fully paid and nonassessable shares of the Company’s
common stock, par value $0.01 per share (the “Common Stock”), subject to adjustment as
provided herein, at a price per share equal to the Exercise Price (as defined below), at any time
and from time to time beginning on the date (the “Commencement Date”) that is the one-year
anniversary of the date on which this Warrant is originally issued (the “Issue Date”) and
ending at 6:00 p.m., eastern time, on the date that is the fifth (5th) anniversary of
the Issue Date (or, if such date is not a Business Day, on the Business Day immediately following
such date) (the “Expiration Date”). This Warrant is issued pursuant to a Securities
Purchase Agreement, dated as of February 4, 2005 (the “Securities Purchase Agreement”).
Capitalized terms used herein and not otherwise defined shall have the respective meanings set
forth in the Securities Purchase Agreement.



     1. Exercise.



     (a) Right to Exercise; Exercise Price. The Holder shall have the right to exercise
this Warrant at any time and from time to time during the period beginning on the Commencement Date
and ending on the Expiration Date as to all or any part of the shares of Common Stock covered
hereby (the “Warrant Shares”). The “Exercise Price” for each Warrant Share
purchased



 









 




by the Holder upon the exercise of this Warrant shall be equal to seventy two cents ($.72), subject
to adjustment for the events specified in Section 6 below.




     (b) Exercise Notice. In order to exercise this Warrant, the Holder shall send to the
Company by facsimile transmission, at any time prior to 6:00 p.m., eastern time, on the Business
Day on which the Holder wishes to effect such exercise (the “Exercise Date”), (i) a notice
of exercise in substantially the form attached hereto as Exhibit A (the “Exercise Notice”),
and (ii) a copy of the original Warrant, and, in the case of a Cash Exercise (as defined below),
the Holder shall pay the Exercise Price to the Company by wire transfer of immediately available
funds. The Exercise Notice shall state the name or names in which the shares of Common Stock that
are issuable on such exercise shall be issued. In the case of a dispute between the Company and
the Holder as to the calculation of the Exercise Price or the number of Warrant Shares issuable
hereunder (including, without limitation, the calculation of any adjustment pursuant to Section
6 below), the Company shall issue to the Holder the number of Warrant Shares that are not
disputed within the time periods specified in Section 2 below and shall submit the disputed
calculations to a certified public accounting firm of national reputation (other than the Company’s
regularly retained accountants) within two (2) Business Days following the date on which the
Holder’s Exercise Notice is delivered to the Company. The Company shall cause such accountant to
calculate the Exercise Price and/or the number of Warrant Shares issuable hereunder and to notify
the Company and the Holder of the results in writing no later than three (3) Business Days
following the day on which such accountant received the disputed calculations (the “Dispute
Procedure”). Such accountant’s calculation shall be deemed conclusive absent manifest error.
The fees of any such accountant shall be borne by the party whose calculations were most at
variance with those of such accountant.



     (c) Holder of Record. The Holder shall, for all purposes, be deemed to have become
the holder of record of the Warrant Shares specified in an Exercise Notice on the Exercise Date
specified therein, irrespective of the date of delivery of such Warrant Shares. Except as
specifically provided herein, nothing in this Warrant shall be construed as conferring upon the
Holder hereof any rights as a stockholder of the Company prior to the Exercise Date.



     (d) Cancellation of Warrant. This Warrant shall be canceled upon its exercise in full
and, if this Warrant is exercised in part, the Company shall, at the time that it delivers Warrant
Shares to the Holder pursuant to such exercise as provided herein, issue a new warrant, and deliver
to the Holder a certificate representing such new warrant, with terms identical in all respects to
this Warrant (except that such new warrant shall be exercisable into the number of shares of Common
Stock with respect to which this Warrant shall remain unexercised); provided, however, that the
Holder shall be entitled to exercise all or any portion of such new warrant at any time following
the time at which this Warrant is exercised, regardless of whether the Company has actually issued
such new warrant or delivered to the Holder a certificate therefor.



     2. Delivery of Warrant Shares Upon Exercise. Upon receipt of a fax copy of an
Exercise Notice pursuant to Section 1 above, the Company shall, (A) in the case of a Cash
Exercise, no later than the close of business on the later to occur of (i) the third (3rd) Business
Day following the Exercise Date specified in such Exercise Notice and (ii) such later date on which
the Company shall have received payment of the Exercise Price, (B) in the case of a Cashless
Exercise (as defined below), no later than the close of business on the third (3rd)



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Business Day following the Exercise Date specified in such Exercise Notice, and (C) with respect to
Warrant Shares that are the subject of a Dispute Procedure, the close of business on the third
(3rd) Business Day following the determination made pursuant to Section 1(b) (each of the
dates specified in (A), (B) or (C) being referred to as a “Delivery Date”), issue and
deliver or caused to be delivered to the Holder the number of Warrant Shares as shall be determined
as provided herein. The Company shall effect delivery of Warrant Shares to the Holder, as long as
the Company’s designated transfer agent (the “Transfer Agent”) participates in the
Depository Trust Company (“DTC”) Fast Automated Securities Transfer program
(“FAST”) and no restrictive legend is required pursuant to the terms of this Warrant or the
Securities Purchase Agreement, by crediting the account of the Holder or its nominee at DTC (as
specified in the applicable Exercise Notice) with the number of Warrant Shares required to be
delivered, no later than the close of business on such Delivery Date. In the event that the
Transfer Agent is not a participant in FAST or if the Holder so specifies in a Exercise Notice or
otherwise in writing on or before the Exercise Date, the Company shall effect delivery of Warrant
Shares by delivering to the Holder or its nominee physical certificates representing such Warrant
Shares, no later than the close of business on such Delivery Date. Warrant Shares delivered to the
Holder shall not contain any restrictive legend unless such legend is required pursuant to the
terms of the Securities Purchase Agreement.




     3. Failure to Deliver Warrant Shares.



     (a) In the event that the Company fails for any reason to deliver to the Holder the number of
Warrant Shares specified in the applicable Exercise Notice on or before the Delivery Date therefor
(an “Exercise Default”), the Company shall pay to the Holder payments (“Exercise
Default Payments”) in the amount of (i) (N/365) multiplied by (ii) the aggregate
Exercise Price of the Warrant Shares which are the subject of such Exercise Default multiplied
by (iii) the lower of twelve percent (12%) per annum and the maximum rate permitted by
applicable law (the “Default Interest Rate”), where “N” equals the number of days elapsed
between the original Delivery Date of such Warrant Shares and the date on which all of such Warrant
Shares are issued and delivered to the Holder. Cash amounts payable hereunder shall be paid on or
before the fifth (5th) Business Day of each calendar month following the calendar month in which
such amount has accrued.



     (b) In the event of an Exercise Default, the Holder may, upon written notice to the Company
(an “Exercise Default Notice”), regain on the date of such notice the rights of the Holder
under the exercised portion of this Warrant that is the subject of such Exercise Default. In the
event of such Exercise Default and delivery of an Exercise Default Notice, the Holder shall retain
all of the Holder’s rights and remedies with respect to the Company’s failure to deliver such
Warrant Shares (including without limitation the right to receive the cash payments specified in
Section 3(a) above).



     (c) The Holder’s rights and remedies hereunder are cumulative, and no right or remedy is
exclusive of any other. In addition to the amounts specified herein, the Holder shall have the
right to pursue all other remedies available to it at law or in equity (including, without
limitation, a decree of specific performance and/or injunctive relief). Nothing herein shall limit
the Holder’s right to pursue actual damages for the Company’s failure to issue and deliver Warrant
Shares on the applicable Delivery Date (including, without limitation, damages relating



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to any purchase of Common Stock by the Holder to make delivery on a sale effected in anticipation
of receiving Warrant Shares upon exercise, such damages to be in an amount equal to (A) the
aggregate amount paid by the Holder for the Common Stock so purchased minus (B) the
aggregate amount of net proceeds, if any, received by the Holder from the sale of the Warrant
Shares issued by the Company pursuant to such exercise).




     4. Exercise Limitations. In no event shall a Holder be permitted to exercise this
Warrant, or part hereof, if, upon such exercise, either:



          (a) the number of shares of Common Stock beneficially owned by the Holder (other than shares
which would otherwise be deemed beneficially owned except for being subject to a limitation on
conversion or exercise analogous to the limitation contained in this Section 4(a)), would
exceed 4.99% of the number of shares of Common Stock then issued and outstanding. As used herein,
beneficial ownership shall be determined in accordance with Section 13(d) of the Securities
Exchange Act of 1934, as amended, and the rules thereunder. To the extent that the limitation
contained in this Section 4(a) applies, the submission of an Exercise Notice by the Holder
shall be deemed to be the Holder’s representation that this Warrant is exercisable pursuant to the
terms hereof and the Company shall be entitled to rely on such representation without making any
further inquiry as to whether this Section 4(a) applies. Nothing contained herein shall be
deemed to restrict the right of a Holder to exercise this Warrant, or part thereof, at such time as
such exercise will not violate the provisions of this Section 4(a). This Section
4(a) may not be amended unless such amendment is approved by the holders of a majority of the
Common Stock then outstanding; provided, however, that the limitations contained in this
Section 4(a) shall cease to apply (x) upon sixty (60) days’ prior written notice from the
Holder to the Company, or (y) immediately upon written notice from the Holder to the Company at any
time after the public announcement or other disclosure of a Major Transaction (as defined below) or
a Change of Control; or



          (b) the number of Warrant Shares that the Holder would receive upon such exercise, when added
to the number of Warrant Shares previously received by the Holder pursuant to this Warrant and any
other Warrant owned by the Holder and the number of shares of Common Stock received by the Holder
upon conversion of such Holder’s Debenture, would exceed the product of (A) 19.99% of the number of
shares of Common Stock outstanding on the Issue Date (subject to adjustment upon a stock split,
stock dividend or similar event) (the “Cap Amount”) multiplied by (B) a fraction,
the numerator of which is the number of Warrant Shares originally issuable under this Warrant and
the denominator of which is the aggregate number of Warrant Shares originally issuable under all of
the Warrants (such product, the “Allocation Amount”); provided, that this paragraph (b)
shall not apply if Stockholder Approval (as defined below) has been obtained. In the event that
any Holder to which this Warrant was originally issued shall sell or otherwise transfer any part of
this Warrant, the remaining Warrant Shares constituting such transferring Holder’s Allocation
Amount shall be allocated between the transferring Holder and the transferee in proportion to
amount of this Warrant transferred. In the event that, at any time, the aggregate number of
Warrant Shares issued and issuable under this Warrant and the Holder’s Debenture exceeds eighty
percent (80%) of the Holder’s Allocation Amount, the Company shall, upon the written request of the
Holder, hold as promptly as reasonably practicable a special meeting of its stockholders for the
purpose of obtaining, and use its reasonable best efforts to obtain, Stockholder Approval. In the
event that the stockholders do



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not approve such transactions at such meeting, the Company shall continue to use reasonable best
efforts to seek such approval as soon as practicable after such meeting, but no less frequently
than quarterly thereafter. “Stockholder Approval” means the affirmative vote of the
holders of such number of votes cast at a meeting of stockholders approving the issuance of Common
Stock in excess of the Cap Amount as may be required under the applicable listing requirements of
the Principal Market.




     5. Payment of the Exercise Price; Cashless Exercise. The Holder may pay the Exercise
Price in either of the following forms or, at the election of Holder, a combination thereof:



     (a) through a cash exercise (a “Cash Exercise”) by delivering immediately available
funds, or



     (b) if, and only if, an effective Registration Statement is not available for the resale of
all of the Warrant Shares issuable hereunder at the time an Exercise Notice is delivered to the
Company, through a cashless exercise (a “Cashless Exercise”), as hereinafter provided. The
Holder may effect a Cashless Exercise by surrendering this Warrant to the Company and noting on the
Exercise Notice that the Holder wishes to effect a Cashless Exercise, upon which the Company shall
issue to the Holder the number of Warrant Shares determined as follows:



	 	 	 
	

	 	X = Y x (A-B)/A
	 
	 	 
	where:

	 	X = the number of Warrant Shares to be issued to the Holder;
	 
	 	 
	

	 	Y = the number of Warrant Shares with respect to which this Warrant
is being exercised;
	 
	 	 
	

	 	A = the Market Price (as defined in the Certificate) as of the
Exercise Date; and
	 
	 	 
	

	 	B = the Exercise Price.





For purposes of Rule 144, it is intended and acknowledged that the Warrant Shares issued in a
Cashless Exercise transaction shall be deemed to have been acquired by the Holder, and the holding
period for the Warrant Shares required by Rule 144 shall be deemed to have been commenced, on the
Issue Date.




     6. Anti-Dilution Adjustments; Distributions; Other Events. The Exercise Price and the
number of Warrant Shares issuable hereunder shall be subject to adjustment from time to time as
provided in this Section 6. In the event that any adjustment of the Exercise Price
required herein results in a fraction of a cent, the Exercise Price shall be rounded up or down to
the nearest one hundredth of a cent.



     (a) Subdivision or Combination of Common Stock. If the Company, at any time after the
Issue Date, subdivides (by any stock split, stock dividend, recapitalization, reorganization,
reclassification or otherwise) the outstanding shares of Common Stock into a greater number of



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shares, then effective upon the close of business on the record date for effecting such
subdivision, the Exercise Price in effect immediately prior to such subdivision will be
proportionately reduced. If the Company, at any time after the Issue Date, combines (by reverse
stock split, recapitalization, reorganization, reclassification or otherwise) the outstanding
shares of Common Stock into a smaller number of shares, then, effective upon the close of business
on the record date for effecting such combination, the Exercise Price in effect immediately prior
to such combination will be proportionally increased.




     (b) Distributions. If, at any time after the Issue Date, the Company declares or
makes any distribution of cash or any other assets (or rights to acquire such assets) to holders of
Common Stock, as a partial liquidating dividend or otherwise, including without limitation any
dividend or distribution to the Company’s stockholders in shares (or rights to acquire shares) of
capital stock of a subsidiary) (a “Distribution”), the Company shall deliver written notice
of such Distribution (a “Distribution Notice”) to the Holder at least thirty (30) days
prior to the earlier to occur of (i) the record date for determining stockholders entitled to such
Distribution (the “Record Date”) and (ii) the date on which such Distribution is made (the
“Distribution Date”) (the earlier of such dates being referred to as the “Determination
Date”). In the Distribution Notice to a Holder, the Company shall indicate whether the Company has
elected (A) to deliver to such Holder, upon any exercise of this Warrant after the Determination
Date, the same amount and type of assets being distributed in such Distribution as though the
Holder were, on the Determination Date, a holder of a number of shares of Common Stock into which
this Warrant is exercisable as of such Determination Date (such number of shares to be determined
at the Exercise Price then in effect and without giving effect to any limitations on such exercise)
or (B) upon any exercise of this Warrant on or after the Determination Date, to reduce the Exercise
Price applicable to such exercise by reducing the Exercise Price in effect on the Business Day
immediately preceding the Record Date by an amount equal to the fair market value of the assets to
be distributed divided by the number of shares of Common Stock as to which such Distribution is to
be made, such fair market value to be reasonably determined in good faith by the Company’s Board of
Directors. If the Company does not notify the Holders of its election pursuant to the preceding
sentence on or before the fifteenth (15th) day immediately prior to the Determination
Date, the Company shall be deemed to have elected clause (A) of the preceding sentence.



     (c) Dilutive Issuances. If, at any time after the Issue Date, the Company issues or
sells, or in accordance with subparagraph (iii) of this paragraph (c), is deemed to have issued or
sold, any shares of Common Stock for per share consideration less than the Exercise Price on the
date of such issuance or sale (a “Dilutive Issuance”), then the Exercise Price shall be
adjusted so as to equal an amount determined by multiplying such Exercise Price by the following
fraction:




     N0 + N1
    
N0 + N2



     where:



	 	 	 	 	 
	

	 	N0 =
	 	the number of shares of Common Stock outstanding
immediately prior to the issuance, sale or deemed issuance or sale of
such additional shares of Common Stock in such Dilutive Issuance






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	 	 	 	(without taking into account any shares of Common Stock issuable upon
conversion, exchange or exercise of any securities or other
instruments which are convertible into or exercisable or exchangeable
for Common Stock (“Convertible Securities”) or options,
warrants or other rights to purchase or subscribe for Common Stock or
Convertible Securities (“Purchase Rights”));
	 
	 	 	 	 
	

	 	N1 =
	 	the number of shares of Common Stock which the aggregate
consideration, if any, received or receivable by the Company for the
total number of such additional shares of Common Stock so issued, sold
or deemed issued or sold in such Dilutive Issuance (which, in the case
of a deemed issuance or sale, shall be calculated in accordance with
subparagraph (iii) below) would purchase at the Exercise Price in
effect immediately prior to such Dilutive Issuance; and
	 
	 	 	 	 
	

	 	N2 =
	 	the number of such additional shares of Common Stock so
issued, sold or deemed issued or sold in such Dilutive Issuance.





Notwithstanding the foregoing, no adjustment shall be made pursuant hereto if such adjustment would
result in an increase in the Exercise Price.




          (ii) Effect On Exercise Price Of Certain Events. For purposes of determining the
adjusted Exercise Price under subparagraph (i) of this paragraph (c), the following will be
applicable:




          (A) Issuance Of Purchase Rights. If the Company issues or sells any Purchase
Rights, whether or not immediately exercisable, and the price per share for which Common
Stock is issuable upon the exercise of such Purchase Rights (and the price of any conversion
of Convertible Securities, if applicable) is less than the Market Price or the Exercise
Price (or both) in effect on the date of issuance or sale of such Purchase Rights, then the
maximum total number of shares of Common Stock issuable upon the exercise of all such
Purchase Rights (assuming full conversion, exercise or exchange of Convertible Securities,
if applicable) shall, as of the date of the issuance or sale of such Purchase Rights, be
deemed to be outstanding and to have been issued and sold by the Company for such price per
share. For purposes of the preceding sentence, the “price per share for which Common Stock
is issuable upon the exercise of such Purchase Rights” shall be determined by dividing (x)
the total amount, if any, received or receivable by the Company as consideration for the
issuance or sale of all such Purchase Rights, plus the minimum aggregate amount of
additional consideration, if any, payable to the Company upon the exercise of all such
Purchase Rights, plus, in the case of Convertible Securities issuable upon the
exercise of such Purchase Rights, the minimum aggregate amount of additional consideration
payable upon the conversion, exercise or exchange thereof (determined in accordance with the
calculation method set forth in subparagraph (iii)(B) below) at the time such Convertible
Securities first become convertible, exercisable or exchangeable, by (y) the maximum total
number of shares of Common Stock issuable upon the exercise of all such Purchase Rights
(assuming full conversion, exercise or exchange of Convertible Securities, if applicable).
No further



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adjustment to the Exercise Price shall be made upon the actual issuance of such Common
Stock upon the exercise of such Purchase Rights or upon the conversion, exercise or exchange
of Convertible Securities issuable upon exercise of such Purchase Rights.




          (B) Issuance Of Convertible Securities. If the Company issues or sells any
Convertible Securities, whether or not immediately convertible, exercisable or exchangeable,
and the price per share for which Common Stock is issuable upon such conversion, exercise or
exchange is less than the Exercise Price in effect on the date of issuance or sale of such
Convertible Securities, then the maximum total number of shares of Common Stock issuable
upon the conversion, exercise or exchange of all such Convertible Securities shall, as of
the date of the issuance or sale of such Convertible Securities, be deemed to be outstanding
and to have been issued and sold by the Company for such price per share. If the
Convertible Securities so issued or sold do not have a fluctuating conversion or exercise
price or exchange ratio, then for the purposes of the immediately preceding sentence, the
“price per share for which Common Stock is issuable upon such conversion, exercise or
exchange” shall be determined by dividing (x) the total amount, if any, received or
receivable by the Company as consideration for the issuance or sale of all such Convertible
Securities, plus the minimum aggregate amount of additional consideration, if any, payable
to the Company upon the conversion, exercise or exchange thereof (determined in accordance
with the calculation method set forth in this subparagraph (iii)(B)), by (y) the maximum
total number of shares of Common Stock issuable upon the exercise, conversion or exchange of
all such Convertible Securities. If the Convertible Securities so issued or sold have a
fluctuating conversion or exercise price or exchange ratio (a “Variable Rate Convertible
Security”), then for purposes of the first sentence of this subparagraph (B), the “price
per share for which Common Stock is issuable upon such conversion, exercise or exchange”
shall be deemed to be the lowest price per share which would be applicable (assuming all
holding period and other conditions to any discounts contained in such Variable Rate
Convertible Security have been satisfied) if the conversion price of such Variable Rate
Convertible Security on the date of issuance or sale thereof were seventy-five percent (75%)
of the actual conversion price on such date (the “Assumed Variable Market Price”),
and, further, if the conversion price of such Variable Rate Convertible Security at any time
or times thereafter is less than or equal to the Assumed Variable Market Price last used for
making any adjustment under this paragraph (c) with respect to any Variable Rate Convertible
Security, the Exercise Price in effect at such time shall be readjusted to equal the
Exercise Price which would have resulted if the Assumed Variable Market Price at the time of
issuance of the Variable Rate Convertible Security had been seventy-five percent (75%) of
the actual conversion price of such Variable Rate Convertible Security existing at the time
of the adjustment required by this sentence; provided, however, that if the conversion or
exercise price or exchange ratio of a Convertible Security may fluctuate solely as a result
of provisions designed to protect against dilution, such Convertible Security shall not be
deemed to be a Variable Rate Convertible Security. No further adjustment to the Exercise
Price shall be made upon the actual issuance of such Common Stock upon conversion, exercise
or exchange of such Convertible Securities.




          (C) Change In Option Price Or Conversion Rate. If, following an adjustment to
the Exercise Price upon the issuance of Purchase Rights or Convertible



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Securities pursuant to a Dilutive Issuance, there is a change at any time in (x) the
amount of additional consideration payable to the Company upon the exercise of any Purchase
Rights; (y) the amount of additional consideration, if any, payable to the Company upon the
conversion, exercise or exchange of any Convertible Securities; or (z) the rate at which any
Convertible Securities are convertible into or exercisable or exchangeable for Common Stock
(in each such case, other than under or by reason of provisions designed to protect against
dilution), then in any such case, the Exercise Price in effect at the time of such change
shall be readjusted to the Exercise Price which would have been in effect at such time had
such Purchase Rights or Convertible Securities still outstanding provided for such changed
additional consideration or changed conversion, exercise or exchange rate, as the case may
be, at the time initially issued or sold.




          (D) Calculation Of Consideration Received. If any Common Stock, Purchase
Rights or Convertible Securities are issued or sold for cash, the consideration received
therefor will be the amount received by the Company therefore. In case any Common Stock,
Purchase Rights or Convertible Securities are issued or sold for a consideration part or all
of which shall be other than cash, including in the case of a strategic or similar
arrangement in which the other entity will provide services to the Company, purchase
services from the Company or otherwise provide intangible consideration to the Company, the
amount of the consideration other than cash received by the Company (including the net
present value of the consideration expected by the Company for the provided or purchased
services) shall be the fair market value of such consideration, except where such
consideration consists of publicly traded securities, in which case the amount of
consideration received by the Company will be the Market Price thereof on the date of
receipt. In case any Common Stock, Purchase Rights or Convertible Securities are issued in
connection with any merger or consolidation in which the Company is the surviving
corporation, the amount of consideration therefor will be deemed to be the fair market value
of such portion of the net assets and business of the non-surviving corporation as is
attributable to such Common Stock, Purchase Rights or Convertible Securities, as the case
may be. Notwithstanding anything else herein to the contrary, if Common Stock Purchase
Rights or Convertible Securities are issued or sold in conjunction with each other as part
of a single transaction or in a series of related transactions, the Holder may elect to
determine the amount of consideration deemed to be received by the Company therefor by
deducting the fair value of any type of securities (the “Disregarded Securities”)
issued or sold in such transaction or series of transactions. If the Holder makes an
election pursuant to the immediately preceding sentence, no adjustment to the Exercise Price
shall be made pursuant to this paragraph (c) for the issuance of the Disregarded Securities
or upon any conversion, exercise or exchange thereof. The independent members of the
Company’s Board of Directors shall calculate reasonably and in good faith, using standard
commercial valuation methods appropriate for valuing such assets, the fair market value of
any consideration other than cash or securities.




          (E) Issuances Without Consideration Pursuant to Existing Securities. If the
Company issues (or becomes obligated to issue) shares of Common Stock pursuant to any
anti-dilution or similar adjustments (other than as a result of stock splits, stock
dividends and the like) contained in any Convertible Securities or Purchase Rights



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outstanding as of the date hereof, then all shares of Common Stock so issued shall be
deemed to have been issued for no consideration.



          (iv) Exceptions To Adjustment Of Exercise Price. Notwithstanding the foregoing, no
adjustment to the Exercise Price shall be made pursuant to this paragraph (c) upon the issuance of
any Excluded Securities. For purposes hereof, “Excluded Securities” means (I) securities purchased
under the Securities Purchase Agreement; (II) securities issued upon conversion or exercise of the
Debentures or the Warrants; (III) shares of Common Stock issuable or issued to (x) employees,
consultants or directors from time to time upon the exercise of options, in such case granted or to
be granted in the discretion of the Board of Directors pursuant to one or more stock option plans
or restricted stock plans in effect as of the Issue Date or adopted after the Issue Date by the
independent members of the Board of Directors with substantially the same terms as such plans in
effect as of the Issue Date, or (y) vendors pursuant to warrants to purchase Common Stock that are
outstanding on the date hereof or issued hereafter, provided such issuances are approved by the
Board of Directors; (IV) shares of Common Stock issued in connection with a commercial lending
transaction with a federally-insured financial institution that is approved by the independent
members of the Board of Directors, provided that the fair market value of such shares does not
exceed ten percent (10%) of the amount borrowed; (V) shares of Common Stock issued in connection
with any stock split, stock dividend or recapitalization of the Company; (VI) shares of Common
Stock issued in connection with the acquisition by the Company of any corporation or other entity
occurring after the Effective Date, provided that, if in connection with such acquisition, the
Company will issue a number of shares equal to or greater than 20% of the number of shares of
Common Stock issued and outstanding immediately prior to the consummation of such acquisition, the
Company shall obtain a fairness opinion with respect to such acquisition from an investment bank of
national recognition; (VII) shares of Common Stock issued in connection with any Convertible
Securities or Purchase Rights outstanding on the date hereof and disclosed in a schedule to the
Securities Purchase Agreement; and (VIII) shares issued to Persons with whom the Company is
entering into a joint venture, strategic alliance or other commercial relationship in connection
with the operation of the Company’s business and not in connection with a transaction the purpose
of which is to raise equity capital.



          (v) Notice Of Adjustments. Upon the occurrence of one or more adjustments or
readjustments of the Exercise Price pursuant to this paragraph (c) or any change in the number or
type of stock, securities and/or other property issuable upon exercise of this Warrant, the
Company, at its expense, shall promptly compute such adjustment or readjustment or change and
prepare and furnish to the Holder a notice (an “Adjustment Notice”) setting forth such
adjustment or readjustment or change and showing in detail the facts upon which such adjustment or
readjustment or change is based, and, on or before the time that it delivers an Adjustment Notice,
publicly disclose the contents thereof. The failure of the Company to deliver an Adjustment Notice
shall not affect the validity of any such adjustment.



     (d) Major Transactions. In the event of a merger, consolidation, business
combination, tender offer, exchange of shares, recapitalization, reorganization, redemption or
other similar event, as a result of which shares of Common Stock shall be changed into the same or
a different number of shares of the same or another class or classes of stock or securities or
other assets of the Company or another entity or the Company shall sell all or substantially all of



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its assets (each of the foregoing being a “Major Transaction”), the Company will give the
Holder at least twenty (20) Trading Days written notice prior to the earlier of (x) the closing or
effectiveness of such Major Transaction and (y) the record date for the receipt of such shares of
stock or securities or other assets. In the event of a Major Transaction, the Holder shall be
permitted either (i) where the surviving entity in a Major Transaction does not have a class of
equity security registered pursuant to Section 12 of the Exchange Act, or such equity security does
not trade on a national exchange or automated quotation system, to require the Company to
repurchase this Warrant for an amount to the value of this Warrant calculated pursuant to the
Black-Scholes pricing model or (ii) to exercise this Warrant in whole or in part at any time prior
to the record date for the receipt of such consideration and shall be entitled to receive, for each
share of Common Stock issuable to Holder upon such exercise, the same per share consideration
payable to the other holders of Common Stock in connection with such Major Transaction. If and to
the extent that the Holder retains any portion of this Warrant following such record date, the
Company will cause the surviving or, in the event of a sale of assets, purchasing entity, as a
condition precedent to such Major Transaction, to assume the obligations of the Company under this
Warrant, with such adjustments to the Exercise Price and the securities covered hereby as may be
necessary in order to preserve the economic benefits of this Warrant to the Holder.




     (e) Adjustments; Additional Shares, Securities or Assets. In the event that at any
time, as a result of an adjustment made pursuant to this Section 6, the Holder of this
Warrant shall, upon exercise of this Warrant, become entitled to receive securities or assets
(other than Common Stock) then, wherever appropriate, all references herein to shares of Common
Stock shall be deemed to refer to and include such shares and/or other securities or assets; and
thereafter the number of such shares and/or other securities or assets shall be subject to
adjustment from time to time in a manner and upon terms as nearly equivalent as practicable to the
provisions of this Section 6. Any adjustment made herein that results in a decrease in the
Exercise Price shall also effect a proportional increase in the number of shares of Common Stock
into which this Warrant is exercisable.



     7. Fractional Interests.



     No fractional shares or scrip representing fractional shares shall be issuable upon the
exercise of this Warrant, but on exercise of this Warrant, the Holder hereof may purchase only a
whole number of shares of Common Stock. If, on exercise of this Warrant, the Holder hereof would
be entitled to a fractional share of Common Stock or a right to acquire a fractional share of
Common Stock, the Company shall, in lieu of issuing any such fractional share, pay to the Holder an
amount in cash equal to the product resulting from multiplying such fraction by the Market Price as
of the Exercise Date.



     8. Transfer of this Warrant.



     The Holder may sell, transfer, assign, pledge or otherwise dispose of this Warrant, in whole
or in part, as long as such sale or other disposition is made pursuant to an effective registration
statement or an exemption from the registration requirements of the Securities Act. Upon such
transfer or other disposition (other than a pledge), the Holder shall deliver this Warrant to the
Company together with a written notice to the Company, substantially in the form of the Transfer
Notice attached hereto as Exhibit B (the “Transfer Notice”), indicating the person



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or persons to whom this Warrant shall be transferred and, if less than all of this Warrant is
transferred, the number of Warrant Shares to be covered by the part of this Warrant to be
transferred to each such person. Within three (3) Business Days of receiving a Transfer Notice and
the original of this Warrant, the Company shall deliver to the each transferee designated by the
Holder a Warrant or Warrants of like tenor and terms for the appropriate number of Warrant Shares
and, if less than all this Warrant is transferred, shall deliver to the Holder a Warrant for the
remaining number of Warrant Shares.




     9. Benefits of this Warrant.



     This Warrant shall be for the sole and exclusive benefit of the Holder of this Warrant and
nothing in this Warrant shall be construed to confer upon any person other than the Holder of this
Warrant any legal or equitable right, remedy or claim hereunder.



     10. Loss, theft, destruction or mutilation of Warrant.



     Upon receipt by the Company of evidence of the loss, theft, destruction or mutilation of this
Warrant, and (in the case of loss, theft or destruction) of indemnity reasonably satisfactory to
the Company, and upon surrender of this Warrant, if mutilated, the Company shall execute and
deliver a new Warrant of like tenor and date.



     11. Notice or Demands.



     Any notice, demand or request required or permitted to be given by the Company or the Holder
pursuant to the terms of this Warrant shall be in writing and shall be deemed delivered (i) when
delivered personally or by verifiable facsimile transmission, unless such delivery is made on a day
that is not a Business Day, in which case such delivery will be deemed to be made on the next
succeeding Business Day, (ii) on the next Business Day after timely delivery to an overnight
courier and (iii) on the Business Day actually received if deposited in the U.S. mail (certified or
registered mail, return receipt requested, postage prepaid), addressed as follows:




If to the Company:




Verso Technologies, Inc. 

400 Galleria Parkway, Suite 300

Atlanta, GA 30339

Attn:    Chief Financial Officer

Tel:   (678) 589-3500

Fax:    (678) 589-3780





with a copy (which shall not constitute notice to:




Rogers & Hardin LLP 

2700 International Tower

229 Peachtree Street NE

Atlanta, GA 30303



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Attn:   Robert C. Hussle, Esq. 

Tel:   (404) 522-4700

Fax:   (404) 525-2224


and if to the Holder, to such address as the Holder shall have furnished to the Company in writing.




     12. Applicable Law.



          This Warrant is issued under and shall for all purposes be governed by and construed in
accordance with the laws of the State of New York applicable to contracts made and to be performed
entirely within the State of New York.



     13. Amendments.



          No amendment, modification or other change to, or waiver of any provision of, this Warrant may
be made unless such amendment, modification or change is (A) set forth in writing and is signed by
the Company and the Holder and (B) agreed to in writing by the holders of at least a majority of
the number of shares into which the Warrants are exercisable (without regard to any limitation
contained herein on such exercise), it being understood that upon the satisfaction of the
conditions described in (A) and (B) above, each Warrant (including any Warrant held by the Holder
who did not execute the agreement specified in (B) above) shall be deemed to incorporate any
amendment, modification, change or waiver effected thereby as of the effective date thereof.



     14. Entire Agreement.



     This Warrant and the other Transaction Documents constitute the entire agreement among the
parties hereto with respect to the subject matter hereof and thereof. There are no restrictions,
promises, warranties or undertakings, other than those set forth or referred to herein and therein.
This Warrant and the other Transaction Documents supersede all prior agreements and understandings
among the parties hereto with respect to the subject matter hereof and thereof.



     15. Headings.



     The headings in this Agreement are for convenience of reference only and shall not limit or
otherwise affect the meaning hereof.



[Signature Page to Follow]




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     IN WITNESS WHEREOF, the Company has duly executed and delivered this Warrant as of the Issue
Date.


	 	 	 	 	 
	 	VERSO TECHNOLOGIES, INC.

 	 
	 	By:  	__________________________
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 




 









 






	 	 	 	 	 



EXHIBIT A to WARRANT




EXERCISE NOTICE





     The undersigned Holder hereby irrevocably exercises the right to purchase                     
 of the shares of Common Stock (“Warrant Shares”) of VERSO TECHNOLOGIES, INC. evidenced
by the attached Warrant (the “Warrant”). Capitalized terms used herein and not otherwise
defined shall have the respective meanings set forth in the Warrant.



     1. Form of Exercise Price. The Holder intends that payment of the Exercise Price shall be
made as:



                               a Cash Exercise with respect to                                          Warrant Shares; and/or



                               a Cashless Exercise with respect to                                          Warrant Shares, as
permitted by Section 5(b) of the attached Warrant.



     2. Payment of Exercise Price. In the event that the Holder has elected a Cash Exercise with
respect to some or all of the Warrant Shares to be issued pursuant hereto, the Holder shall pay the
sum of $                                         to the Company in accordance with the terms of the Warrant.



Date:                                                             




                                                                                 

     Name of Registered Holder





			
	By: 	                                                                                 


Name: 

	 	Title:







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EXHIBIT B to WARRANT




TRANSFER NOTICE




     FOR VALUE RECEIVED, the undersigned Holder of the attached Warrant hereby sells, assigns and
transfers unto the person or persons named below the right to purchase 
               shares of
the Common Stock of VERSO TECHNOLOGIES, INC. evidenced by the attached Warrant.



Date:                                                             




                                                             

     Name of Registered Holder





		
	By: 	                                                             

Name:

Title:





Transferee Name and Address:




                                                                                 
 

                                                                                 
 

                                                                                





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