Exhibit 4.1


EXECUTION COPY


REGISTRATION RIGHTS AGREEMENT


          This
REGISTRATION RIGHTS AGREEMENT (the
“Agreement”) is made and entered
into as of the 20th day of December, 2007, by and between VERSO TECHNOLOGIES, INC., a Minnesota
corporation (“Buyer”), and NMS COMMUNICATIONS CORP., a Delaware
corporation (“Seller”).
Capitalized terms used herein and not otherwise defined herein shall have the
meanings assigned to them in that certain Asset Purchase Agreement dated as of
December 20, 2007, by and between Seller and Buyer (the “Asset Purchase Agreement”). 


          IN
CONSIDERATION of the mutual promises and covenants set forth herein, and
intending to be legally bound, the parties hereto hereby agree as follows:  


	
 

	
 


	
1.

	
RESTRICTIONS ON TRANSFERABILITY OF SECURITIES; REGISTRATION RIGHTS. 





          1.1 Certain Definitions. As used in
this Agreement, the following terms shall have the meanings set forth below: 


                    (a)
“Common Stock” shall mean Buyer’s
common stock, $.01 par value per share. 


                    (b)
“Exchange Act” shall mean the
Securities Exchange Act of 1934, as amended. 


                    (c)
“Filing Date” shall mean the date
which is ninety (90) days following the Closing Date. 


                    (d)
“Holder” shall mean (i) Seller and
(ii) any other holder of Registrable Securities to whom the rights conferred by
this Agreement have been transferred in compliance with Section 1.2 hereof. 


                    (e)
“Other Shareholders” shall mean
persons who, by virtue of agreements with Buyer other than this Agreement, are
entitled to include their securities in certain registrations hereunder. 


                    (f)
The terms “register,” “registered” and “registration” shall refer to a
registration effected by
preparing and filing a registration statement in compliance with the Securities
Act and applicable rules and regulations thereunder and the declaration or
ordering of the effectiveness of such registration statement. 


                    (g)
“Registrable Securities” shall mean
the shares of Common Stock issued by Buyer to Seller pursuant to Section 2.3 of
the Asset Purchase Agreement, provided that a Registrable Security ceases to be
a Registrable Security when (i) it is registered under the Securities Act; (ii)
it is sold or transferred in accordance with the requirements of Rule 144 (or
similar provisions then in effect); or (iii) it is eligible to be sold or
transferred under Rule 144 without holding period or volume limitations. 






                    (h)
“Registration Expenses” shall mean
all expenses incurred in effecting any registration pursuant to this Agreement,
including, without limitation, all registration, qualification, and filing
fees, printing expenses, escrow fees, fees and disbursements of counsel for
Buyer and one counsel selected to represent the Holders, which counsel shall be
reasonably satisfactory to Buyer, blue sky fees and expenses, and expenses of
any regular or special audits incident to or required by any such registration,
but shall not include (i) Selling Expenses; (ii) the compensation of regular
employees of Buyer, which shall be paid in any event by Buyer; and (iii) blue
sky fees and expenses incurred in connection with the registration or
qualification of any Registrable Securities in any state, province or other
jurisdiction in a registration pursuant to Section 1.3 hereof to the extent
that Buyer shall otherwise be making no offers or sales in such state, province
or other jurisdiction in connection with such registration. 


                    (i)
“Restricted Securities” shall mean
any Registrable Securities required to bear the legend set forth in Section
1.2(b) hereof. 


                    (j)
“Rule 144” shall mean Rule 144 as
promulgated by the SEC under the Securities Act, as such Rule may be amended
from time to time, or any similar success rule that may be promulgated by the
SEC. 


                    (k)
“Rule 145” shall mean Rule 145 as
promulgated by the SEC under the Securities Act, as such Rule may be amended
from time to time, or any similar successor rule that may be promulgated by the
SEC. 


                    (l)
“SEC” shall mean the Securities
and Exchange Commission. 


                    (m)
“Securities Act” shall mean the
Securities Act of 1933, as amended. 


                    (n)
“Selling Expenses” shall mean all
underwriting discounts, selling commissions and stock transfer taxes applicable
to the sale of Registrable Securities. 


          1.2 Restrictions on Transfer. 


                    (a)
Except as otherwise set forth herein, each Holder agrees not to make any
disposition or transfer of all or any portion of the Registrable Securities
unless and until (i) there is then in effect a registration statement under the
Securities Act covering such proposed disposition and such disposition is made
in accordance with such registration statement; or (ii) (A) such Holder shall
have notified Buyer of the proposed transfer or disposition and shall have
furnished Buyer with a detailed statement of the circumstances surrounding such
proposed transfer or disposition and (B) if reasonably requested by Buyer, such
Holder shall have furnished Buyer with an opinion of counsel, reasonably
satisfactory to Buyer, that such transfer or disposition will not require
registration of such shares under the Securities Act. 


                    (b)
Each certificate representing Registrable Securities shall (unless otherwise
permitted by the provisions of this Agreement) be stamped or otherwise
imprinted with a legend substantially similar to the following (in addition to
any legend required under applicable state securities laws): 


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          THE
SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES
LAWS OF ANY STATE, AND MAY NOT BE OFFERED OR SOLD UNLESS A REGISTRATION
STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS SHALL
HAVE BECOME EFFECTIVE WITH REGARD THERETO, OR AN EXEMPTION FROM REGISTRATION
UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS IS AVAILABLE IN
CONNECTION WITH SUCH OFFER OR SALE. 


                    (c)
Buyer shall be obligated to promptly reissue unlegended certificates at the
request of any Holder thereof if the Holder shall have obtained an opinion of
counsel (which counsel may be counsel to Buyer) reasonably acceptable to Buyer
to the effect that the securities proposed to be disposed of may lawfully be so
disposed of in compliance with the Securities Act without registration,
qualification or legend. 


                    (d)
Any legend endorsed on an instrument pursuant to applicable state securities
laws and the stop-transfer instructions with respect to such securities shall
be removed upon receipt by Buyer of an order of the appropriate blue sky
authority authorizing such removal or if the Holder shall request such removal
and shall have obtained and delivered to Buyer an opinion of counsel reasonably
acceptable to Buyer to the effect that such legend and/or stop-transfer
instructions are no longer required pursuant to applicable state securities
laws. 


          1.3 Buyer Registration. 


                    (a)
Filing of Registration Statement. As soon as is reasonably practicable
after the Closing Date, but no later than the Filing Date, Buyer shall prepare
and file with the SEC a registration statement under the Securities Act
covering the resale of all Registrable Securities for an offering to be made on
a continuous basis pursuant to Rule 415 of the Securities Act. 


                    (b)
Right to Piggyback. If at any time prior to the Filing Date Buyer shall
determine to register any shares of Common Stock for its own account or for the
account of any shareholder of Buyer, other than a registration relating solely
to employee benefit plans, or a registration relating solely to a Rule 145
transaction, or a registration on any registration form that does not permit
secondary sales, then Buyer will: 


	
 

	
 


	
 

	
                    (i)
 promptly give to each Holder written notice thereof, which notice briefly
 describes the Holders’ rights under this Section 1.3(b) (including notice
 deadlines); and 


	
 

	
 


	
 

	
                    (ii)
 use its best efforts to include in such registration (and any related filing
 or qualification under applicable blue sky laws), except as set forth in
 Section 1.3(d) below, and in any underwriting involved therein, all the
 Registrable Securities not already covered by an existing and effective
 registration and specified in a written request or requests, made by any
 Holder and received by Buyer within ten (10) days after the written notice
 from Buyer described in clause (i) above is mailed or delivered by Buyer;
 provided, however, that such Holders shall have requested for inclusion in
 such 





3






	
 

	
 


	
 

	
registration
 at least ten percent (10%) of the aggregate number of the Registrable
 Securities which have been issued or transferred to the Holders prior to the
 date of such written request and which are not already covered by an existing
 and effective registration. Such written request may specify all or a part of
 a Holder’s Registrable Securities.





                    (c)
Period of Effectiveness. With respect to any registration statement
filed pursuant to Sections 1.3(a) or 1.3(b) hereof, Buyer shall use its
reasonable best efforts to cause such registration statement to be declared
effective under the Securities Act as soon as possible and shall use its
reasonable best efforts to keep such registration continuously effective under
the Securities Act until the date which is the earlier of (i) one year after
the date the SEC declares such registration statement effective; (ii) such time
as all of the Registrable Securities have been publicly sold by the Holders; or
(iii) such time as all of the Registrable Securities may be sold pursuant to Rule
144(k). 


                    (d)
Underwriting. If the registration of which Buyer gives notice pursuant
to Section 1.3(b)(i) is for a registered public offering involving an
underwriting, Buyer shall so advise the Holders as a part of such written
notice. In such event, the right of any Holder to registration pursuant to
Section 1.3(b) hereof shall be conditioned upon such Holder’s participation in
such underwriting and the inclusion of such Holder’s Registrable Securities in
the underwriting to the extent provided herein. All Holders proposing to
distribute their securities through such underwriting shall (together with
Buyer and the other holders of securities of Buyer with registration rights to
participate therein distributing their securities through such underwriting)
enter into an underwriting agreement in customary form with the representative
of the underwriter or underwriters selected by Buyer. Notwithstanding any other
provision of Section 1.3(b) hereof, if the representative of the underwriters advises
Buyer in writing that marketing factors require a limitation on the number of
shares to be underwritten, then the representative may (subject to the
limitations set forth below) exclude all Registrable Securities from, or limit
the number of Registrable Securities to be included in, the registration and
underwriting. Buyer shall so advise all Holders of securities requesting
registration, and the number of shares of securities that are entitled to be
included in the registration and underwriting shall be allocated first to Buyer
for securities being sold for its own account and thereafter as set forth in
Section 1.10 hereof. If any person does not agree to the terms of any such
underwriting, then such person shall be excluded therefrom by written notice
from Buyer or the underwriter. Any Registrable Securities or other securities
excluded or withdrawn from such underwriting shall be withdrawn from such
registration. If shares are so withdrawn from the registration and if the
number of shares of Registrable Securities to be included in such registration
was previously reduced as a result of marketing factors, then Buyer shall then
offer to all persons who have retained the right to include securities in the
registration the right to include additional securities in the registration in
an aggregate amount equal to the number of shares so withdrawn, with such
shares to be allocated among the persons requesting additional inclusion in
accordance with Section 1.10 hereof. 


          1.4 Expenses of Registration. All
Registration Expenses incurred in connection with any registration,
qualification or compliance pursuant to Section 1.3 hereof shall be borne by
Buyer. All Selling Expenses relating to securities so registered shall be borne
by the Holders 


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of such
securities pro rata on the basis of the number of shares of securities so
registered on their behalf. 


          1.5 Registration Procedures. In the
case of each registration effected by Buyer pursuant to Section 1.3 hereof,
Buyer will keep each Holder advised in writing as to the initiation of each
registration and as to the completion thereof. At its expense, Buyer will use
its best efforts to: 


                    (a)
prepare and file with the SEC such amendments and supplements to such
registration statement and the prospectus used in connection with such
registration statement as may be necessary to comply with the provisions of the
Securities Act with respect to the disposition of all securities covered by
such registration statement, and use its reasonable best efforts to cause such
registration statement to become and remain effective until completion of the
proposed offering; 


                    (b)
furnish such number of prospectuses and other documents incident thereto,
including any amendment of or supplement to the prospectus, as a Holder from
time to time may reasonably request; 


                    (c)
notify each Holder of Registrable Securities covered by such registration
statement at any time when a prospectus relating thereto is required to be
delivered under the Securities Act of the happening of any event as a result of
which the prospectus included 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 or incomplete in the light of the circumstances then
existing, and at the request of any such Holder, prepare and furnish to such
Holder a reasonable number of copies of a supplement to or an amendment of such
prospectus as may be necessary so that, as thereafter delivered to the
purchasers of such Registrable Securities, such prospectus shall not include an
untrue statement of a material fact or omit to state a material fact required
to be stated therein or necessary to make the statements therein not misleading
or incomplete in the light of the circumstances then existing; provided,
however, Buyer shall not be obligated to prepare and furnish any such
prospectus supplements or amendments relating to any material nonpublic
information at any such time as the Board of Directors of Buyer has determined
that, for good business reasons, the disclosure of such material nonpublic
information at that time is contrary to the best interests of Buyer in the
circumstances and is not otherwise required under applicable law (including
applicable securities laws); 


                    (d)
cause all such Registrable Securities hereunder to be listed on each securities
exchange and/or included in any national quotation system on which similar
securities issued by Buyer are then listed or included; 


                    (e)
provide a transfer agent and registrar for all Registrable Securities
registered pursuant to such registration statement and a CUSIP number for all
such Registrable Securities, in each case not later than the effective date of
such registration; 


                    (f)
make available to its security holders, as soon as reasonably practicable, an
earnings statement covering the period of at least twelve (12) months, but not
more than 


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eighteen
months, beginning with the first month after the effective date of the
registration statement, which earnings statement shall satisfy the provisions
of Section 11(a) of the Securities Act; 


                    (g)
file and use its reasonable best efforts to register or qualify the securities
covered by such registration statement under such other securities or state
securities or “blue sky” laws of such jurisdictions as each selling Holder
shall reasonably request, and do any and all other acts and things that may be
necessary under such state securities or “blue sky” laws to enable such selling
Holder to consummate the public sale or other disposition in such jurisdictions
of the securities owned by such selling Holder, except that Buyer shall not for
any such purpose be required to qualify to do business as a foreign corporation
or consent to service of process in any jurisdiction wherein it is not so
qualified or has not so consented; 


                    (h)
if the Registrable Securities are of a class of securities that is listed on a
national securities exchange, file copies of any prospectus with such exchange
in compliance with Rule 153 under the Securities Act so that the holders of
Registrable Securities benefit from the prospectus delivery procedures
described therein; 


                    (i)
cooperate with each Holder and each underwriter, if any, participating in the
disposition of Registrable Securities and their respective counsel in
connection with any filings required to be made with the National Association
of Securities Dealers, Inc. (“NASD”),
including, if appropriate, the pre-filing of a prospectus as part of a shelf
registration statement in advance of an underwritten offering; 


                    (j)
during the period when the prospectus is required to be delivered under the
Securities Act, promptly file all documents required to be filed with the SEC,
including pursuant to Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act; 


                    (k)
provide copies to and permit legal counsel designated by each Holder to review
each registration statement and all amendments and supplements thereto a
reasonable time prior to their filing with the SEC; 


                    (l)
use commercially reasonable efforts to (i) prevent the issuance of any stop
order or other suspension of effectiveness and, (ii) if such order is issued,
obtain the withdrawal of any such order as soon as reasonable practicable; and 


                    (m)
otherwise use its best efforts to comply with all applicable rules and
regulations of the SEC under the Securities Act and the Exchange Act, and take
such other actions as may be reasonably necessary to facilitate the
registration of the Registrable Securities hereunder. 


          1.6 Indemnification. 


                    (a)
To the extent permitted by law, Buyer will indemnify each Holder, each of such
Holder’s officers, directors, partners, legal counsel and accountants and each
person controlling such Holder within the meaning of Section 15 of the
Securities Act, as applicable, with respect to which registration,
qualification, or compliance has been effected pursuant to this Section 1, and
each underwriter, if any, and each person who controls within the meaning of 


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Section 15 of
the Securities Act any underwriter, against all expenses, claims, losses,
damages, and liabilities (or actions, proceedings, or settlements in respect
thereof) arising out of or based on any untrue statement (or alleged untrue
statement) of a material fact contained in any prospectus, offering circular,
or other document (including any related registration statement, notification,
or the like) incident to any such registration, qualification, or compliance, or
based on any omission (or alleged omission) to state therein a material fact
required to be stated therein or necessary to make the statements therein not
misleading, or any violation by Buyer of the Securities Act or any rule or
regulation thereunder applicable to Buyer or relating to action or inaction
required of Buyer in connection with any such registration, qualification, or
compliance, and will reimburse each such Holder, each of its officers,
directors, partners, legal counsel and accountants and each person controlling
such Holder, each such underwriter, and each person who controls any such
underwriter, for any legal and any other expenses reasonably incurred in
connection with investigating and defending or settling any such claim, loss,
damage, liability, or action, provided that Buyer will not be liable in any
such case to the extent that any such claim, loss, damage, liability, or
expense arises out of or is based on any untrue statement or omission based
upon written information furnished to Buyer by such Holder or underwriter and
stated to be specifically for use therein. It is agreed that the indemnity
agreement contained in this Section 1.6(a) shall not apply to amounts paid in
settlement of any such loss, claim, damage, liability, or action if such
settlement is effected without the consent of Buyer (which consent shall not be
unreasonably withheld). 


                    (b)
To the extent permitted by law, each Holder will, if Registrable Securities
held by such Holder are included in the securities as to which such
registration, qualification, or compliance is being effected, indemnify Buyer,
each of its directors, officers, partners, legal counsel and accountants and
each underwriter, if any, of Buyer’s securities covered by such a registration
statement, each person who controls Buyer or such underwriter within the
meaning of Section 15 of the Securities Act, each other such Holder and Other
Shareholder, and each of their officers, directors, and partners, and each
person controlling such Holder or Other Shareholder, against all claims,
losses, damages and liabilities (or actions in respect thereof) arising out of
or based on any untrue statement (or alleged untrue statement) of a material
fact contained in any such registration statement, prospectus, offering
circular, or other document, or any 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 Buyer and such Holders, Other
Shareholders, directors, officers, partners, legal counsel, and accountants,
persons, underwriters, or control persons for any legal or any other expenses
reasonably incurred in connection with investigating or defending any such
claim, loss, damage, liability, or action, in each case to the extent, but only
to the extent, that such untrue statement (or alleged untrue statement) or
omission (or alleged omission) is made in such registration statement,
prospectus, offering circular or other document in reliance upon and in
conformity with written information furnished to Buyer by such Holder and
stated to be specifically for use therein; provided, however, (i) that the
obligations of such Holder hereunder shall not apply to amounts paid in
settlement of any such claims, losses, damages, or liabilities (or actions in
respect thereof) if such settlement is effected without the consent of such
Holder (which consent shall not be unreasonably withheld) and (ii) that in no
event shall any indemnity under this Section 1.6(b) exceed the net proceeds
from the offering received by such Holder. 


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                    (c)
Each party entitled to indemnification under this Section 1.6 (the “Indemnified Party”) shall give notice to
the party required to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has
actual knowledge of any claim as to which indemnity may be sought, and shall
permit the Indemnifying Party to assume the defense of such claim or any
litigation resulting therefrom, provided that counsel for the Indemnifying
Party, who shall conduct the defense of such claim or any litigation resulting
therefrom, shall be approved by the Indemnified Party (whose approval shall not
unreasonably be withheld), and the Indemnified Party may participate in such
defense at such party’s expense, and provided further that the failure of any
Indemnified Party to give notice as provided herein shall not relieve the
Indemnifying Party of its obligations under this Section 1.6, to the extent such
failure is not prejudicial. No Indemnifying Party, in the defense of any such
claim or litigation, shall, except with the consent of each Indemnified Party,
consent to entry of any judgment or enter into any settlement that does not
include as an unconditional term thereof the giving by the claimant or
plaintiff of a release to such Indemnified Party from all liability in respect
to such claim or litigation. Each Indemnified Party shall furnish such
information regarding itself or the claim in question as an Indemnifying Party
may reasonably request in writing and as shall be reasonably required in
connection with defense of such claim and litigation resulting therefrom. 


                    (d)
If the indemnification provided for in this Section 1.6 is held by a court of
competent jurisdiction to be unavailable to an Indemnified Party with respect
to any loss, liability, claim, damage, or expense referred to therein, then the
Indemnifying Party, in lieu of indemnifying such Indemnified Party hereunder, shall
contribute to the amount paid or payable by such Indemnified Party as a result
of such loss, liability, claim, damage, or expense in such proportion as is
appropriate to reflect the relative fault of the Indemnifying Party on the one
hand and of the Indemnified Party on the other in connection with the conduct,
statements or omissions that resulted in such loss, liability, claim, damage,
or expense as well as any other relevant equitable considerations. The relative
fault of the Indemnifying Party and of the Indemnified Party shall be
determined by reference to, among other things, whether the untrue or alleged
untrue statement of a material fact or the omission to state a material fact
relates to information supplied by the Indemnifying Party or by the Indemnified
Party and the parties’ relative intent, knowledge, access to information, and
opportunity to correct or prevent such statement or omission. 


                    (e)
Notwithstanding the foregoing, to the extent that the provisions on indemnification
and contribution contained in the underwriting agreement entered into by the
Indemnifying Party and the Indemnified Party in connection with the
underwritten public offering are in conflict with the foregoing provisions, the
provisions in the underwriting agreement shall control. 


          1.7 Information by Holder. Each
Holder of Registrable Securities shall furnish to Buyer such information
regarding such Holder and the distribution proposed by such Holder as Buyer may
reasonably request in writing and as shall be reasonably required in connection
with any registration, qualification, or compliance referred to in this Section
1. 


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          1.8 Rule 144 Reporting. With a view
to making available the benefits of certain rules and regulations of the SEC
that may permit the sale of the Restricted Securities to the public without
registration, Buyer agrees to use its best efforts to: 


                    (a)
make and keep adequate public information regarding Buyer available as those
terms are understood and defined in Rule 144; 


                    (b)
file with the SEC in a timely manner all reports and other documents required
of Buyer under the Securities Act and the Exchange Act; and 


                    (c)
so long as a Holder owns any Restricted Securities, furnish to the Holder
forthwith upon written request a written statement by Buyer as to its
compliance with the reporting requirements of Rule 144, the Securities Act and
the Exchange Act, a copy of the most recent annual or quarterly report of
Buyer, and such other reports and documents so filed as a Holder may reasonably
request in availing itself of any rule or regulation of the SEC allowing a
Holder to sell any such securities without registration. 


          1.9 Notice to Discontinue; Notice by
Holders.



                    (a)
Notice to Discontinue. Each Holder agrees by acquisition of Registrable
Securities that, upon receipt of any notice from Buyer of any event of the kind
described in Section 1.5(c), the Holder will discontinue disposition of
Registrable Securities until the Holder receives copies of the supplemented or
amended prospectus contemplated by Section 1.5(c). In addition, if Buyer
requests, the Holder will deliver to Buyer (at Buyer’s expense) all copies,
other than permanent file copies then in the Holder’s possession, of the
prospectus covering the Registrable Securities current at the time of receipt
of such notice. If Buyer gives any such notice, then the time period mentioned
in Section 1.3(c) shall be extended by the number of days elapsing between the
date of notice and the date that each Holder who has included Registrable
Securities in such registration receives the copies of the supplemented or
amended prospectus contemplated in Section 1.5(c). 


                    (b)
Notice by Holders. The Holders for whom any Registrable Securities are
registered pursuant to this Agreement shall notify Buyer, at any time when a
prospectus relating to such registration is required to be delivered under the
Securities Act, of the happening of any event, which as to any Holder is (i) to
its respective knowledge; (ii) solely within its respective knowledge; and
(iii) solely as to matters concerning that Holder, as a result of which the
prospectus included in the registration statement, then in effect, contains an
untrue statement of a material fact or omits to state any material fact
necessary to make the statements therein, in light of the circumstances then
existing, not misleading. 


          1.10 Allocation of Registration
Opportunities.
In any circumstance in which all of the Registrable Securities and other shares
of Buyer with registration rights (the “Other Shares”) requested to be included
in a registration contemplated by Section 1.3(b) cannot be so included as a
result of limitations of the aggregate number of shares of Registrable
Securities and Other Shares that may be so included, the number of shares of
Registrable Securities and Other Shares that may be so included shall be
allocated, subject to the registration rights applicable to the Other Shares
which shall control in event of a conflict with provisions hereof, among the
Holders 


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and Other
Shareholders requesting inclusion of shares pro rata on the basis of the number
of shares of Registrable Securities and Other Shares held by such Holders and
Other Shareholders; provided, however, that such allocation shall not operate
to reduce the aggregate number of Registrable Securities and Other Shares to be
included in such registration, if any Holder or Other Shareholder does not
request inclusion of the maximum number of shares of Registrable Securities and
Other Shares allocated to such Holder or Other Shareholder pursuant to the
above-described procedure, then the remaining portion of such allocation shall
be reallocated among those requesting Holders and Other Shareholders whose
allocations did not satisfy their requests pro rata on the basis of the number
of shares of Registrable Securities and Other Shares which would be held by
such Holders and Other Shareholders, and this procedure shall be repeated until
all of the shares of Registrable Securities and Other Shares which may be
included in the registration on behalf of the Holders and Other Shareholders
have been so allocated.  


	
 

	
 


	
2.

	
REPRESENTATIONS AND WARRANTIES OF BUYER AND SELLER. 





          2.1 Representations and Warranties of Buyer.
Buyer represents and warrants to Seller as follows: 


                    (a)
The execution, delivery and performance of this Agreement by Buyer have been
duly authorized by all requisite corporate action and will not violate any
provision of law, any order of any court or other agency of government, the
Articles of Incorporation or Bylaws of Buyer, each as amended, or any provision
of any material indenture, agreement or other instrument to which it or any of
its properties or assets is bound, or conflict with, result in a breach of or
constitute (with due notice or lapse of time or both) a default under any such
material indenture, agreement or other instrument, or result in the creation or
imposition of any lien, charge or encumbrance of any nature whatsoever upon any
of the properties or assets of Buyer. 


                    (b)
This Agreement has been duly executed and delivered by Buyer and constitutes
the legal, valid and binding obligation of Buyer, enforceable against Buyer in
accordance with its terms, subject to applicable bankruptcy, insolvency and
other similar laws affecting the enforceability of creditors’ rights generally,
general equitable principles, the discretion of courts in granting equitable
remedies and public policy considerations. 


          2.2 Representations and Warranties of
Seller.
Seller represents and warrants to Buyer as follows: 


                    (a)
The execution, delivery and performance of this Agreement by Seller have been
duly authorized by all requisite corporate action and will not violate any
provision of law, any order of any court or other agency of government, the
Certificate of Incorporation or Bylaws of Seller, each as amended, or any
provision of any material indenture, agreement or other instrument to which it
or any of its properties or assets is bound, or conflict with, result in a
breach of or constitute (with due notice or lapse of time or both) a default
under any such material indenture, agreement or other instrument, or result in
the creation or imposition of any lien, charge or encumbrance of any nature
whatsoever upon any of the properties or assets of Seller. 


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                    (b)
This Agreement has been duly executed and delivered by Seller and constitutes
the legal, valid and binding obligation of Seller, enforceable against Seller
in accordance with its terms, subject to applicable bankruptcy, insolvency and
other similar laws affecting the enforceability of creditors’ rights generally,
general equitable principles, the discretion of courts in granting equitable
remedies and public policy considerations. 


	
 

	
 


	
3.

	
MISCELLANEOUS. 





          3.1 Delay of Registration. No Holder
shall have any right to take any action to restrain, enjoin, or otherwise delay
any registration as the result of any controversy that might arise with respect
to the interpretation or implementation of Section 1 hereof. 


          3.2 Successors and Assigns. Except
as otherwise expressly provided herein, the provisions hereof shall inure to
the benefit of, and be binding upon, the successors, assigns, heirs, executors
and administrators of the parties hereto. 


          3.3 Entire Agreement; Amendment; Waiver.
This Agreement constitutes the full and entire understanding and agreement
between the parties with regard to the subject hereof. Neither this Agreement
nor any term hereof may be amended, waived, discharged or terminated, except by
a written instrument signed by Buyer and the Holders of at least fifty-one
percent (51%) of the Registrable Securities then outstanding and any such
amendment, waiver, discharge or termination shall be binding on all the
Holders, but in no event shall the obligation of any Holder hereunder be
materially increased, except upon the written consent of such Holder. 


          3.4 Notices, etc. All notices and
other communications required or permitted hereunder shall be in writing and
shall be mailed by United States first-class mail, postage prepaid, or
delivered personally by hand or nationally recognized courier addressed (a) if
to a Holder, as indicated in the stock records of Buyer or at such other
address as such Holder shall have furnished to Buyer in writing, or (b) if to
Buyer, at 400 Galleria Parkway, Suite 200, Atlanta, Georgia 30339, Attn: Chief
Financial Officer, or at such other address as Buyer shall have furnished to
each Holder in writing, together with a copy to Rogers & Hardin LLP, 2700
International Tower, 229 Peachtree Street, Atlanta, Georgia 30303, Attn: Robert
C. Hussle, Esq. All such notices and other written communications shall be
effective on the date of mailing or delivery. 


          3.5 Delays or Omissions. No delay or
omission to exercise any right, power or remedy accruing to any Holder, upon
any breach or default of Buyer under this Agreement shall impair any such
right, power or remedy of such Holder nor shall it be construed to be a waiver
of any such breach or default, or an acquiescence therein, or of or in any
similar breach or default thereafter occurring; nor shall any waiver of any
single breach or default be deemed a waiver of any other breach or default
therefore or thereafter occurring. Any waiver, permit, consent or approval of
any kind or character on the part of any Holder of any breach or default under
this Agreement or any waiver on the part of any Holder of any provisions or
conditions of this Agreement must be made in writing and shall be effective
only to the extent specifically set forth in such writing. All remedies, either
under this Agreement or by law or otherwise afforded to any Holder, shall be
cumulative and not alternative. 


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          3.6 Rights; Severability. Unless
otherwise expressly provided herein, a Holder’s rights hereunder are several
rights, not rights jointly held with any of the other Holders. In case any
provision of the Agreement shall be invalid, illegal or unenforceable, the
validity, legality and enforceability of the remaining provisions shall not in
any way be affected or impaired thereby. 


          3.7 Information Confidential. Each
Holder acknowledges that the information received by them pursuant hereto may
be confidential and for its use only, and it will not use such confidential
information in violation of the Exchange Act or reproduce, disclose or
disseminate such information to any other person (other than its employees or
agents having a need to know the contents of such information, and its
attorneys), except in connection with the exercise of rights under this
Agreement, unless Buyer has made such information available to the public
generally or such Holder is required to disclose such information by a
governmental body. 


          3.8 Titles and Subtitles. The titles
of the paragraphs and subparagraphs of this Agreement are for convenience of reference
only and are not to be considered in construing this Agreement. 


          3.9 Counterparts. This Agreement may
be executed and delivered (including by facsimile transmission) in any number
of counterparts, and by the different parties hereto in separate counterparts,
each of which when executed and delivered shall be deemed to be an original,
but all of which together shall constitute one and the same instrument. 


          3.10 Governing Law. This Agreement
shall be governed by and construed and enforced in accordance with the internal
laws of the State of Georgia without reference to Georgia’s choice of law
rules. 


[Signature Page Follows]


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          IN WITNESS WHEREOF, each party hereto has
caused this Agreement to be duly executed on its behalf by an officer or
representative thereto duly authorized, all as of the date first above written.



	
 

	
 

	
 


	
 

	
VERSO TECHNOLOGIES, INC.


	
 

	
 

	
 


	
 

	
By:   /s/ Martin D. Kidder


	
 

	
 

	



	
 

	
Name:    Martin D. Kidder


	
 

	
 

	



	
 

	
Title:      CFO


	
 

	
 

	



	
 

	 	
 


	
 

	
NMS COMMUNICATIONS CORP.


	
 

	
 

	
 


	
 

	
By:   /s/ Robert Schechter


	
 

	
 

	



	
 

	
Name:    Robert Schechter


	
 

	
 

	



	
 

	
Title:      CEO/President


	
 

	
 

	






[Signature Page to Registration Rights Agreement]