Exhibit 4.2


REGISTRATION RIGHTS AGREEMENT


               This
Registration Rights Agreement (this “Agreement”) is made and entered into as of
December 21, 2007, by and between Verso Technologies, Inc., a Minnesota
corporation (the “Company”), and Valens U.S. SPV I, LLC (the “Purchaser”). 


               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 Offshore SPV II, Corp.
and (ii) the Assignment.


               The
Company and the Purchaser hereby agree as follows: 


          1.
Definitions.
Capitalized terms used and not otherwise defined herein that are defined in the
Security Agreement shall have the meanings given such terms in the Security
Agreement. As used in this Agreement, the following terms shall have the
following meanings: 


               “Closing
Shares” means 385,417 shares of Common Stock issued by
the Company to the Purchaser pursuant to the Assignment.


               “Commission”
means the Securities and Exchange Commission.


               “Common
Stock” means shares of the Company’s common stock, par
value $0.01 per share. 


               “Effectiveness
Date” means a date no later than one hundred eighty
(180) days following the date hereof.


               “Effectiveness
Period” has the meaning set forth in Section 2(a). 


               “Exchange
Act” means the Securities Exchange Act of 1934, as
amended, and any successor statute.


               “Filing
Date” means April 15, 2008.


               “Holder”
or “Holders”
means the Purchaser or any of its affiliates or transferees to the extent any
of them hold Closing Shares, other then those purchasing Closing Shares in a
market transaction.


               “Indemnified
Party” has the meaning set forth in Section 5(c).


               “Indemnifying
Party” has the meaning set forth in Section 5(c).






               “Proceeding”
means an action, claim, suit, investigation or proceeding (including, without
limitation, an investigation or partial proceeding, such as a deposition),
whether commenced or threatened. 


               “Prospectus”
means the prospectus included in a Registration Statement (including, without
limitation, a prospectus that includes any information previously omitted from
a prospectus filed as part of an effective registration statement in reliance
upon Rule 430A promulgated under the Securities Act), as amended or
supplemented by any prospectus supplement, with respect to the terms of the
offering of any portion of the Closing Shares covered by such Registration
Statement, and all other amendments and supplements to the Prospectus,
including post-effective amendments, and all material incorporated by reference
or deemed to be incorporated by reference in such Prospectus. 


               “Registration
Statement” means each registration statement required
to be filed hereunder, including the Prospectus therein, amendments and
supplements to such registration statement or Prospectus, including pre- and
post-effective amendments, all exhibits thereto, and all material incorporated
by reference or deemed to be incorporated by reference in such registration
statement. 


               “Rule
144” means Rule 144 promulgated by the Commission
pursuant to the Securities Act, as such Rule may be amended from time to time,
or any similar rule or regulation hereafter adopted by the Commission having
substantially the same effect as such Rule.


               “Rule
415” means Rule 415 promulgated by the Commission
pursuant to the Securities Act, as such Rule may be amended from time to time,
or any similar rule or regulation hereafter adopted by the Commission having
substantially the same effect as such Rule.


               “Securities
Act” means the Securities Act of 1933, as amended, and
any successor statute.


               “Security
Agreement” has the meaning given to such term in the
Preamble hereto.


               “Trading
Market” means any of the NASD Over The Counter
Bulletin Board, the NASDAQ Capital Market, the NASDAQ National Market, the
American Stock Exchange or the New York Stock Exchange.


          2.
Registration.


               (a)
On or prior to each Filing Date, the Company shall prepare and file with the
Commission a Registration Statement covering the Closing Shares for a selling
stockholder resale offering to be made on a continuous basis pursuant to Rule
415. Each Registration Statement shall be on Form S-3 (except if the Company is
not then eligible to register for resale the Closing Shares on Form S-3, in
which case such registration shall be on another appropriate form in accordance
herewith). The Company shall use its commercially reasonable efforts to cause
each Registration Statement to become effective and remain effective as
provided herein. The Company shall use its commercially reasonable efforts to
cause each Registration Statement to be declared effective no later than the
Effectiveness Date. The Company shall use its commercially reasonable efforts
to keep each Registration Statement continuously effective 


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under the
Securities Act until the date which is the earlier date of when (i) all Closing
Shares covered by such Registration Statement have been sold or (ii) all
Closing Shares covered by such Registration Statement may be sold immediately
without registration under the Securities Act and without volume restrictions
pursuant to Rule 144(k), as determined by the counsel to the Company pursuant
to a written opinion letter to such effect, addressed and acceptable to the
Company’s transfer agent and the affected Holders (each, an “Effectiveness
Period”).


               (b)
Within three business days of the Effectiveness Date, the Company shall cause
its counsel to issue a blanket opinion in substantially the form attached
hereto as Exhibit A, to the transfer agent stating that the shares are subject
to an effective registration statement and can be reissued free of restrictive
legend upon notice of a sale by the Purchaser and confirmation by the Purchaser
that it has complied with the prospectus delivery requirements, provided that
the Company has not advised the transfer agent orally or in writing that the
opinion has been withdrawn. Copies of the blanket opinion required by this
Section 2(b) shall be delivered to the Purchaser within the time frame set
forth above. 


          3.
Registration
Procedures. If and whenever the Company is required by the
provisions hereof to effect the registration of any Closing Shares under the
Securities Act, the Company will, as expeditiously as possible: 


               (a)
prepare and file with the Commission a Registration Statement with respect to
such Closing Shares, respond as promptly as possible to any comments received
from the Commission, and use its commercially reasonable efforts to cause such
Registration Statement to become and remain effective for the Effectiveness
Period with respect thereto, and promptly provide to the Purchaser copies of
all filings and Commission letters of comment relating thereto;


               (b)
prepare and file with the Commission such amendments and supplements to such
Registration Statement and the Prospectus used in connection therewith as may
be necessary to comply with the provisions of the Securities Act with respect
to the disposition of all Closing Shares covered by such Registration Statement
and to keep such Registration Statement effective until the expiration of the
Effectiveness Period applicable to such Registration Statement;


               (c)
furnish to the Purchaser such number of copies of the Registration Statement
and the Prospectus included therein (including each preliminary Prospectus) as
the Purchaser reasonably may request to facilitate the public sale or
disposition of the Closing Shares covered by such Registration Statement;


               (d)
use its commercially reasonable efforts to register or qualify the Purchaser’s
Closing Shares covered by such Registration Statement under the securities or
“blue sky” laws of such jurisdictions within the United States as the Purchaser
may reasonably request, provided, however, that the Company shall not for any
such purpose be required to qualify generally to transact business as a foreign
corporation in any jurisdiction where it is not so qualified or to consent to
general service of process in any such jurisdiction;


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               (e)
list the Closing Shares covered by such Registration Statement with any
securities exchange on which the Common Stock of the Company is then listed; 


               (f)
immediately notify the Purchaser at any time when a Prospectus relating thereto
is required to be delivered under the Securities Act, of the happening of any
event of which the Company has knowledge as a result of which the Prospectus
contained in such Registration Statement, as then in effect, includes an untrue
statement of a material fact or omits to state a material fact required to be
stated therein or necessary to make the statements therein not misleading in
light of the circumstances then existing; and


               (g)
make available for inspection by the Purchaser and any attorney, accountant or
other agent retained by the Purchaser, all publicly available, non-confidential
financial and other records, pertinent corporate documents and properties of
the Company, and cause the Company’s officers, directors and employees to
supply all publicly available, non-confidential information reasonably requested
by the attorney, accountant or agent of the Purchaser.


               Notwithstanding
anything herein to the contrary, upon written notice from the Company, the
Company may require that the Holders suspend offers and sales of Closing Shares
pursuant to Section 7 hereof due to the fact that (1) (a) there is material
non-public information regarding the Company which the Company’s Board of
Directors (the “Board”), after advice of legal counsel, reasonably determines
not to be in the Company’s best interest to disclose and which the Company is
not otherwise required to then disclose or (b) there is a significant business
opportunity (including, but not limited to, the acquisition or disposition of
assets (other than in the ordinary course of business) or any merger,
consolidation, tender offer or other similar transaction available to the
Company which the Board reasonably determines would be seriously detrimental to
the Company and its shareholders to then disclose, and which the Company would
be required to disclose in a Registration Statement; provided that
such period (a “Blackout Period”) shall end on the earlier to occur of (i) the
date upon which the circumstances that give rise to the commencement of the
period would no longer cause the registration and distribution of the Closing
Shares to be seriously detrimental to the Company and its shareholders and (ii)
such time as the Company (A) notifies the Holders that the Company will no
longer delay such filing of the registration statement, (B) recommences steps
to make such registration statement effective or (c) allows sales pursuant to
such registration statement to resume; provided further in no event shall the
aggregate Blackout Periods in any rolling 12-month period exceed 60 days in the
aggregate for such 12-month period.


          4.
Registration
Expenses. All expenses relating to the Company’s compliance with
Sections 2 and 3 hereof, including, without limitation, all registration and
filing fees, printing expenses, fees and disbursements of counsel and
independent public accountants for the Company, fees and expenses (including
reasonable counsel fees) incurred in connection with complying with state
securities or “blue sky” laws, fees of the NASD, transfer taxes, fees of
transfer agents and registrars, fees of, and disbursements incurred by, one
counsel for the Holders are called “Registration Expenses”. All selling
commissions applicable to the sale of Closing Shares, including any fees and
disbursements of any special counsel to the Holders beyond those included in
Registration Expenses, are called “Selling Expenses.” The Company shall only be
responsible for all Registration Expenses.


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          5.
Indemnification.


               (a)
In the event of a registration of any Closing Shares under the Securities Act
pursuant to this Agreement, the Company will indemnify and hold harmless each
Holder, and its officers, directors and each other person, if any, who controls
such Holder within the meaning of the Securities Act, against any losses, claims,
damages or liabilities, joint or several, to which such Holder, or such persons
may become subject under the Securities Act or otherwise, insofar as such
losses, claims, damages or liabilities (or actions in respect thereof) arise
out of or are based upon any untrue statement or alleged untrue statement of
any material fact contained in any Registration Statement under which such
Closing Shares were registered under the Securities Act pursuant to this
Agreement, any preliminary Prospectus or final Prospectus contained therein, or
any amendment or supplement thereof, or arise out of or are based upon the
omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not misleading, and
will reimburse such Holder, and each such person for any reasonable legal or
other expenses incurred by them in connection with investigating or defending
any such loss, claim, damage, liability or action; provided, however,
that the Company will not be liable in any such case if and to the extent that
any such loss, claim, damage or liability arises out of or is based upon an
untrue statement or alleged untrue statement or omission or alleged omission so
made in conformity with information furnished by or on behalf of the Purchaser
or any such person in writing specifically for use in any such document.


               (b)
In the event of a registration of the Closing Shares under the Securities Act
pursuant to this Agreement, the Purchaser will indemnify and hold harmless the
Company, and its officers, directors and each other person, if any, who
controls the Company within the meaning of the Securities Act, against all
losses, claims, damages or liabilities, joint or several, to which the Company
or such persons may become subject under the Securities Act or otherwise,
insofar as such losses, claims, damages or liabilities (or actions in respect
thereof) arise out of or are based upon any untrue statement or alleged untrue
statement of any material fact which was furnished in writing by the Purchaser
to the Company expressly for use in (and such information is contained in) the
Registration Statement under which such Closing Shares were registered under
the Securities Act pursuant to this Agreement, any preliminary Prospectus or
final Prospectus contained therein, or any amendment or supplement thereof, or
arise out of or are based upon the omission or alleged omission to state
therein a material fact required to be stated therein or necessary to make the
statements therein not misleading, and will reimburse the Company and each such
person for any reasonable legal or other expenses incurred by them in
connection with investigating or defending any such loss, claim, damage,
liability or action, provided, however, that the Purchaser will
be liable in any such case if and only to the extent that any such loss, claim,
damage or liability arises out of or is based upon an untrue statement or
alleged untrue statement or omission or alleged omission so made in conformity
with information furnished in writing to the Company by or on behalf of the
Purchaser specifically for use in any such document. Notwithstanding the
provisions of this paragraph, the Purchaser shall not be required to indemnify
any person or entity in excess of the amount of the aggregate net proceeds
received by the Purchaser in respect of Closing Shares in connection with any
such registration under the Securities Act.


5






               (c)
Promptly after receipt by a party entitled to claim indemnification hereunder
(an “Indemnified Party”) of notice of the commencement of any action, such
Indemnified Party shall, if a claim for indemnification in respect thereof is
to be made against a party hereto obligated to indemnify such Indemnified Party
(an “Indemnifying Party”), notify the Indemnifying Party in writing thereof,
but the omission so to notify the Indemnifying Party shall not relieve it from
any liability which it may have to such Indemnified Party other than under this
Section 5(c) and shall only relieve it from any liability which it may have to
such Indemnified Party under this Section 5(c) if and to the extent the
Indemnifying Party is prejudiced by such omission. In case any such action
shall be brought against any Indemnified Party and it shall notify the
Indemnifying Party of the commencement thereof, the Indemnifying Party shall be
entitled to participate in and, to the extent it shall wish, to assume and
undertake the defense thereof with counsel satisfactory to such Indemnified
Party, and, after notice from the Indemnifying Party to such Indemnified Party
of its election so to assume and undertake the defense thereof, the
Indemnifying Party shall not be liable to such Indemnified Party under this
Section 5(c) for any legal expenses subsequently incurred by such Indemnified
Party in connection with the defense thereof; if the Indemnified Party retains
its own counsel, then the Indemnified Party shall pay all fees, costs and
expenses of such counsel, provided, however, that, if the
defendants in any such action include both the Indemnified Party and the
Indemnifying Party and the Indemnified Party shall have reasonably concluded
that there may be reasonable defenses available to it which are different from
or additional to those available to the Indemnifying Party or if the interests
of the Indemnified Party reasonably may be deemed to conflict with the
interests of the Indemnifying Party, the Indemnified Party shall have the right
to select one separate counsel and to assume such legal defenses and otherwise
to participate in the defense of such action, with the reasonable expenses and
fees of such separate counsel and other expenses related to such participation
to be reimbursed by the Indemnifying Party as incurred. 


               (d)
In order to provide for just and equitable contribution in the event of joint
liability under the Securities Act in any case in which either (i) the
Purchaser, or any officer, director or controlling person of the Purchaser,
makes a claim for indemnification pursuant to this Section 5 but it is
judicially determined (by the entry of a final judgment or decree by a court of
competent jurisdiction and the expiration of time to appeal or the denial of
the last right of appeal) that such indemnification may not be enforced in such
case notwithstanding the fact that this Section 5 provides for indemnification
in such case, or (ii) contribution under the Securities Act may be required on
the part of the Purchaser or such officer, director or controlling person of the
Purchaser in circumstances for which indemnification is provided under this
Section 5; then, and in each such case, the Company and the Purchaser will
contribute to the aggregate losses, claims, damages or liabilities to which
they may be subject (after contribution from others) in such proportion so that
the Purchaser is responsible only for the portion represented by the percentage
that the public offering price of its securities offered by the Registration
Statement bears to the public offering price of all securities offered by such
Registration Statement, provided, however, that, in any such
case, (A) the Purchaser will not be required to contribute any amount in excess
of the public offering price of all such securities offered by it pursuant to
such Registration Statement; and (B) no person or entity guilty of fraudulent
misrepresentation (within the meaning of Section 10(f) of the Act) will be
entitled to contribution from any person or entity who was not guilty of such
fraudulent misrepresentation.


6







          6.
Representations
and Warranties.


               (a)
The Common Stock is registered pursuant to Section 12(b) or 12(g) of the
Exchange Act and, except with respect to certain matters which the Company has
disclosed to the Purchaser on Schedule 12(u) to the Security Agreement,
the Company has timely filed all proxy statements, reports, schedules, forms,
statements and other documents required to be filed by it under the Exchange
Act since December 31, 2006. The Company has filed (i) its Annual Report on
Form 10-K for the fiscal year ended December 31, 2006 and (ii) its Quarterly
Report on Form 10-Q for the fiscal quarters ended March 31, 2007, June 30, 2007
and September 30, 2007 (collectively, the “SEC Reports”). Each SEC Report was,
at the time of its filing, in substantial compliance with the requirements of
its respective form and none of the SEC Reports, nor the financial statements
(and the notes thereto) included in the SEC Reports, as of their respective
filing dates, contained any untrue statement of a material fact or omitted to
state a material fact required to be stated therein or necessary to make the
statements therein, in light of the circumstances under which they were made,
not misleading. The financial statements of the Company included in the SEC
Reports comply as to form in all material respects with applicable accounting
requirements and the published rules and regulations of the Commission or other
applicable rules and regulations with respect thereto. Such financial statements
have been prepared in accordance with generally accepted accounting principles
(“GAAP”) applied on a consistent basis during the periods involved (except (i)
as may be otherwise indicated in such financial statements or the notes thereto
or (ii) in the case of unaudited interim statements, to the extent they may not
include footnotes or may be condensed) and fairly present in all material
respects the financial condition, the results of operations and the cash flows
of the Company and its subsidiaries, on a consolidated basis, as of, and for,
the periods presented in each such SEC Report.


               (b)
Except as set forth in Schedule 6(b) hereto, the Common Stock is listed for
trading on the NASDAQ Capital Market and satisfies all requirements for the
continuation of such listing, and the Company shall do all things necessary for
the continuation of such listing. Except as set forth on Schedule 6(b) hereto,
the Company has not received any notice that its Common Stock will be delisted
from the NASDAQ Capital Market (except for prior notices which have been fully
remedied) or that the Common Stock does not meet all requirements for the
continuation of such listing


               (c)
Neither the Company, nor any of its affiliates, nor any person acting on its or
their behalf, has directly or indirectly made any offers or sales of any
security or solicited any offers to buy any security under circumstances that
would cause the offering of the Securities pursuant to the Security Agreement
to be integrated with prior offerings by the Company for purposes of the
Securities Act which would prevent the Company from selling the Common Stock
pursuant to Rule 506 under the Securities Act, or any applicable
exchange-related stockholder approval provisions, nor will the Company or any
of its affiliates or subsidiaries take any action or steps that would cause the
offering of the Common Stock to be integrated with other offerings (other than
such concurrent offering to the Purchaser).


               (d)
The Closing Shares are restricted securities under the Securities Act as of the
date of this Agreement. The Company will not issue any stop transfer order or
other order impeding the sale and delivery of any of the Closing Shares at such
time as such Closing Shares are registered for public sale or an exemption from
registration is available, except as required by federal or state securities
laws.


7






               (e)
The Company understands the nature of the Closing Shares and recognizes that
the issuance of such Closing Shares may have a potential dilutive effect. The
Company specifically acknowledges that its obligation to issue the Closing
Shares is binding upon the Company and enforceable regardless of the dilution
such issuance may have on the ownership interests of other shareholders of the
Company.


               (f)
Except for agreements made in the ordinary course of business, there is no
agreement that has not been filed with the Commission as an exhibit to a
registration statement or to a form required to be filed by the Company under
the Exchange Act, the breach of which could reasonably be expected to have a
material and adverse effect on the Company and its subsidiaries, or would
prohibit or otherwise interfere with the ability of the Company to enter into and
perform any of its obligations under this Agreement in any material respect.


               (g)
The Company shall have authorized and reserved a sufficient number of shares of
Common Stock to issue to the Purchaser the Closing Shares.


          7.
Miscellaneous.


               (a)
Remedies.
In the event of a breach by the Company or by a Holder, of any of their
respective obligations under this Agreement, each Holder or the Company, as the
case may be, in addition to being entitled to exercise all rights granted by
law and under this Agreement, including recovery of damages, will be entitled
to specific performance of its rights under this Agreement.


               (b)
No
Piggyback on Registrations. Except as and to the extent set forth on
Schedule 7(b) hereto, neither the Company nor any of its security holders
(other than the Holders in such capacity pursuant hereto) may include
securities of the Company in any Registration Statement other than the Closing
Shares, and the Company shall not after the date hereof enter into any
agreement providing any such right for inclusion of shares in the Registration
Statement to any of its security holders. Except as and to the extent specified
in Schedule 7(b) hereto, the Company has not previously entered into any
agreement granting any registration rights with respect to any of its
securities to any Person that have not been fully satisfied. 


               (c)
Obligations
of Holders. Each Holder covenants and agrees that it will comply
with the prospectus delivery requirements of the Securities Act as applicable
to it in connection with sales of Closing Shares pursuant to any Registration
Statement. In connection with the registration of Closing Shares pursuant to
any Registration Statement, each Holder shall: (i) timely furnish to the
Company a completed shareholder questionnaire in a form reasonably acceptable
to the Company and such information in writing regarding itself and the
intended method of disposition of such Closing Shares as the Company shall
reasonably request in order to effect the registration thereof; (ii) notify the
Company when it has sold all of the Closing Shares held by it; and (iii) notify
the Company in the event that any information supplied by such Holder in
writing for inclusion in such Registration Statement or related Prospectus is
untrue or omits to state a material fact required to be stated therein or
necessary to make such information not misleading in light of the circumstances
then existing.


8






               (d)
Discontinued
Disposition. Each Holder agrees by its acquisition of such Closing
Shares that, upon receipt of a notice from the Company of the occurrence of a
Discontinuation Event (as defined below), such Holder will forthwith
discontinue disposition of such Closing Shares under the applicable
Registration Statement until such Holder’s receipt of the copies of the
supplemented Prospectus and/or amended Registration Statement or until it is
advised in writing (the “Advice”) by the Company that the use of the applicable
Prospectus may be resumed, and, in either case, has received copies of any
additional or supplemental filings that are incorporated or deemed to be
incorporated by reference in such Prospectus or Registration Statement. The
Company may provide appropriate stop orders to enforce the provisions of this
paragraph. For purposes of this Agreement, a “Discontinuation Event” shall mean
(i) when the Commission notifies the Company whether there will be a “review”
of such Registration Statement and whenever the Commission comments in writing
on such Registration Statement (the Company shall provide true and complete
copies thereof and all written responses thereto to each of the Holders); (ii)
any request by the Commission or any other Federal or state governmental
authority for amendments or supplements to such Registration Statement or
Prospectus or for additional information; (iii) the issuance by the Commission
of any stop order suspending the effectiveness of such Registration Statement
covering any or all of the Closing Shares or the initiation of any Proceedings
for that purpose; (iv) the receipt by the Company of any notification with
respect to the suspension of the qualification or exemption from qualification
of any of the Closing Shares for sale in any jurisdiction, or the initiation or
threatening of any Proceeding for such purpose; (v) the occurrence of any event
or passage of time that makes the financial statements included in such
Registration Statement ineligible for inclusion therein or any statement made in
such Registration Statement or Prospectus or any document incorporated or
deemed to be incorporated therein by reference untrue in any material respect
or that requires any revisions to such Registration Statement, Prospectus or
other documents so that, in the case of such Registration Statement or
Prospectus, as the case may be, it will not contain any untrue statement of a
material fact or omit to state any material fact required to be stated therein
or necessary to make the statements therein, in light of the circumstances
under which they were made, not misleading; (vii) the occurrence or existence
of a Blackout Period and/or (vii) the occurrence of an event described in
Section 7(c)(iii) hereof.


               (e)
Piggy-Back
Registrations. If at any time during any Effectiveness Period there
is not an effective Registration Statement covering all of the Closing Shares
required to be covered during such Effectiveness Period and the Company shall
determine to prepare and file with the Commission a registration statement
relating to an offering for its own account or the account of others under the
Securities Act of any of its equity securities, other than on Form S-4 or
Form S-8 (each as promulgated under the Securities Act) or their then
equivalents relating to equity securities to be issued solely in connection
with any acquisition of any entity or business or equity securities issuable in
connection with stock option or other employee benefit plans, then the Company
shall send to each Holder written notice of such determination and, if within
fifteen (15) days after receipt of such notice, any such Holder shall so
request in writing, the Company shall include in such registration statement
all or any part of such Closing Shares such Holder requests to be registered,
to the extent the Company may do so without violating registration rights of
others which exist as of the date of this Agreement, subject to customary
underwriter cutbacks applicable to all holders of registration rights and
subject to obtaining any required consent of any selling stockholder(s) to such
inclusion under such registration statement.


9






               (f)
Amendments
and Waivers. The provisions of this Agreement, including the
provisions of this sentence, may not be amended, modified or supplemented, and
waivers or consents to departures from the provisions hereof may not be given,
unless the same shall be in writing and signed by the Company and the Holders
of the then outstanding Closing Shares. Notwithstanding the foregoing, a waiver
or consent to depart from the provisions hereof with respect to a matter that
relates exclusively to the rights of certain Holders and that does not directly
or indirectly affect the rights of other Holders may be given by Holders of at
least a majority of the Closing Shares to which such waiver or consent relates;
provided, however, that the provisions of this sentence may not
be amended, modified, or supplemented except in accordance with the provisions
of the immediately preceding sentence.


               (g)
Notices.
Any notice or request hereunder may be given to the Company or the Purchaser at
the respective addresses set forth below or as may hereafter be specified in a
notice designated as a change of address under this Section 7(g). Any notice or
request hereunder shall be given by registered or certified mail, return
receipt requested, hand delivery, overnight mail, Federal Express or other
national overnight next day carrier (collectively, “Courier”) or telecopy
(confirmed by mail). Notices and requests shall be, in the case of those by
hand delivery, deemed to have been given when delivered to any party to whom it
is addressed, in the case of those by mail or overnight mail, deemed to have
been given three (3) business days after the date when deposited in the mail or
with the overnight mail carrier, in the case of a Courier, the next business
day following timely delivery of the package with the Courier, and, in the case
of a telecopy, when confirmed. The address for such notices and communications
shall be as follows:


	
 

	
 

	
 

	
 


	
 

	
If to the Company:

	
 

	
Verso
 Technologies, Inc.

 400 Galleria Parkway

 Suite 200

 Atlanta, Georgia 30339

 Attention: Chief Financial Officer

 Facsimile: (678) 589-3780


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
with a copy to:


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
Rogers &
 Hardin LLP

 2700 International Tower

 229 Peachtree Street, NE

 Atlanta, Georgia 30303

 Attention: Robert C. Hussle, Esq.

 Facsimile: (404) 525-2224


	
 

	
 

	
 

	
 


	
 

	
If to a Purchaser:

	
 

	
To the
 address set forth under such Purchaser name on the signature pages hereto.


	
 

	
 

	
 

	
 


	
 

	
If to any other Person who is then the
 registered Holder:

	
 

	
To the
 address of such Holder as it appears in the stock transfer books of the
 Company





10






or such other
address as may be designated in writing hereafter in accordance with this
Section 7(g) by such Person.


               (h)
Successors
and Assigns. This Agreement shall inure to the benefit of and be
binding upon the successors and permitted assigns of each of the parties and
shall inure to the benefit of each Holder. The Company may not assign its
rights or obligations hereunder without the prior written consent of each
Holder. Each Holder may assign their respective rights hereunder in the manner
and to the Persons as permitted under the Security Agreement. 


               (i)
Execution
and Counterparts. This Agreement may be executed in any number of
counterparts, each of which when so executed shall be deemed to be an original
and, all of which taken together shall constitute one and the same agreement.
In the event that any signature is delivered by facsimile transmission, such
signature shall create a valid binding obligation of the party executing (or on
whose behalf such signature is executed) the same with the same force and
effect as if such facsimile signature were the original thereof.


               (j)
Governing
Law, Jurisdiction and Waiver of Jury Trial. THIS AGREEMENT SHALL BE
GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE
OF NEW YORK APPLICABLE TO CONTRACTS MADE AND PERFORMED IN SUCH STATE, WITHOUT
REGARD TO PRINCIPLES OF CONFLICTS OF LAW. The Company hereby consents and
agrees that the state or federal courts located in the County of New York,
State of New York shall have exclusion jurisdiction to hear and determine any
Proceeding between the Company, on the one hand, and the Purchaser, on the
other hand, pertaining to this Agreement or to any matter arising out of or
related to this Agreement; provided, that the Purchaser and the Company
acknowledge that any appeals from those courts may have to be heard by a court
located outside of the County of New York, State of New York, and further
provided, that nothing in this Agreement shall be deemed or operate to
preclude the Purchaser from bringing a Proceeding in any other jurisdiction to
collect the obligations, to realize on the Collateral or any other security for
the obligations, or to enforce a judgment or other court order in favor of the
Purchaser. The Company expressly submits and consents in advance to such
jurisdiction in any Proceeding commenced in any such court, and the Company
hereby waives any objection which it may have based upon lack of personal
jurisdiction, improper venue or forum non conveniens. The Company hereby
waives personal service of the summons, complaint and other process issued in
any such Proceeding and agrees that service of such summons, complaint and
other process may be made by registered or certified mail addressed to the
Company at the address set forth in Section 7(g) and that service so made shall
be deemed completed upon the earlier of the Company’s actual receipt thereof or
three (3) days after deposit in the U.S. mails, proper postage prepaid. The
parties hereto desire that their disputes be resolved by a judge applying such
applicable laws. Therefore, to achieve the best combination of the benefits of
the judicial system and of arbitration, the parties hereto waive all rights to
trial by jury in any Proceeding brought to resolve any dispute, whether arising
in contract, tort, or otherwise between the Purchaser and/or the Company arising
out of, connected with, related or incidental to the relationship established
between then in connection with this Agreement. If either party hereto shall
commence a Proceeding to enforce any provisions of this Agreement, the Security
Agreement or any other Ancillary Agreement, then the prevailing party in such
Proceeding shall be reimbursed by the other party for its reasonable 


11






attorneys’
fees and other costs and expenses incurred with the investigation, preparation
and prosecution of such Proceeding.


               (k)
Cumulative
Remedies. The remedies provided herein are cumulative and not
exclusive of any remedies provided by law.


               (l)
Severability.
If any term, provision, covenant or restriction of this Agreement is held by a
court of competent jurisdiction to be invalid, illegal, void or unenforceable,
the remainder of the terms, provisions, covenants and restrictions set forth
herein shall remain in full force and effect and shall in no way be affected,
impaired or invalidated, and the parties hereto shall use their reasonable
efforts to find and employ an alternative means to achieve the same or
substantially the same result as that contemplated by such term, provision,
covenant or restriction. It is hereby stipulated and declared to be the
intention of the parties that they would have executed the remaining terms,
provisions, covenants and restrictions without including any of such that may
be hereafter declared invalid, illegal, void or unenforceable.


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


[Balance of page intentionally left blank;
signature page follows]


12






          IN
WITNESS WHEREOF, the parties have executed this Registration Rights Agreement
as of the date first written above.


	
 

	
 

	
 

	
 


	
 

	
VERSO TECHNOLOGIES, INC.


	
 

	
 


	
 

	
 


	
 

	
By: /s/ Martin D. Kidder


	
 

	
 

	 


	
 

	
Name: Martin D. Kidder


	
 

	
 

	
 

	 







	
 

	
 

	
 


	
 

	
Title: CFO


	
 

	
 

	 


	
 

	
 


	
 

	
 


	
 

	
VALENS U.S. SPV I, LLC


	
 

	
 


	
 

	
 


	
 

	
By: Valens Capital Management, LLC, its Investment Manager







	
 

	
 

	
 

	
 


	
 

	
 


	
 

	
 


	
 

	
By:


	
 

	
 

	 


	
 

	
Name:


	
 

	
 

	
 

	 






	
 

	
 

	
 


	
 

	
Title:


	
 

	
 

	 


	
 

	
 


	
 

	
Address for
 Notices:


	
 

	
 


	
 

	
c/o Valens
 Capital Management, LLC


	
 

	
335 Madison
 Ave., 10th Floor


	
 

	
New York,
 New York 10017


	
 

	
Attention:
 Portfolio Services


	
 

	
Facsimile:
 212-541-4410




Registration Rights Agreement






EXHIBIT A


____________, 200___


American Stock
Transfer & Trust Company

Corporate Trust Department

59 Maiden Lane

New York, New York 10038

Attn: Joe Wolf


               Re:
Verso Technologies, Inc. Registration Statement on Form [S-3] (No.
333-_________)


Ladies and
Gentlemen:


          As
counsel to Verso Technologies, Inc., a Minnesota (the “Company”), we have been
requested to render our opinion to you in connection with the resale by the
individuals or entitles listed on Schedule A attached hereto (the
“Selling Shareholders”), of an aggregate of __________ shares (the “Shares”) of
the Company’s common stock.


          A
Registration Statement on Form [S-3] (No. 333-________) under the Securities
Act of 1933, as amended (the “Act”), with respect to the resale of the Shares
was declared effective by the Securities and Exchange Commission on [date].
Enclosed is the Prospectus dated [date]. We understand that the Shares are to
be offered and sold in the manner described in the Prospectus.


          Based
upon the foregoing, upon request by any Selling Shareholder at any time while
the registration statement remains effective, and provided such shareholder
represents to you that (i) such shareholder has sold the Shares registered by
the registration statement for such shareholder’s account in accordance with
the plan of distribution set forth in the Prospectus and (ii) a copy of the
Prospectus and all supplements thereto were delivered to the purchaser of the
Shares in accordance with the Act, then it is our opinion that the Shares have
been registered for resale under the Act and new certificates evidencing the
Shares upon their transfer or re-registration by the Selling Stockholders may
be issued without restrictive legend. We will advise you if the registration
statement is not available or effective at any point in the future.


	
 

	
 


	
 

	
Very truly yours, 


	
 


	
 

	
[Company
 counsel]










Schedule A to Exhibit A


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
Selling Stockholder

	
 

	
 

	
 

	
R/N/O

	
 

	
 

	
 

	
Shares

 Being Offered

	
 


	
 

	 

	
 

	
 

	
 

	 

	
 

	
 

	
 

	 

	
 


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 






 







Schedule 6(b) 






[Intentionally
Omitted] 







Schedule 7(b) 






[Intentionally
Omitted]