EX-4.6 WARRANT TO PURCHASE COMMON STOCK



 





Exhibit 4.6



THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, OR UNDER ANY APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD OR
OFFERED FOR SALE OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY
SATISFACTORY TO THE ISSUER THAT SUCH REGISTRATION IS NOT REQUIRED.




WARRANT




TO PURCHASE 192,000 SHARES OF COMMON STOCK OF




VERSO TECHNOLOGIES, INC.




			
	 	 	 
	No. [                    ]
	 	September 20, 2006






     THIS CERTIFIES THAT, for value received, J.P. Turner Partners, L.P. or its registered assigns
(the “Holder”) is entitled to purchase from Verso Technologies, Inc., a Minnesota
corporation (the “Company”), at any time or from time to time after 9:00 a.m., Atlanta,
Georgia time, on September 20, 2006 (the “Exercise Date”) and prior to 5:00 p.m., Atlanta,
Georgia time, on the date which is five (5) years from the Exercise Date (the “Expiration
Date”), at the place where the Warrant Agency (as hereinafter defined) is located, at the
Exercise Price (as hereinafter defined), the number of shares of common stock, $.01 par value (the
“Common Stock”), of the Company specified above, subject to the terms and conditions as
hereinafter provided.



     Capitalized terms used and not otherwise defined in this Warrant shall have the meanings set
forth in Article IV hereof.



ARTICLE I




EXERCISE OF WARRANTS




     1.1. Method of Exercise.



     (a) To exercise this Warrant in whole or in part, the Holder shall deliver to the Company at
the Warrant Agency: (i) this Warrant; (ii) a written notice, substantially in the form of the
subscription notice attached hereto as Annex 1, of such Holder’s election to exercise this
Warrant, which notice shall specify the number of whole shares of Common Stock to be purchased, the
denominations of the share certificate or certificates desired and the name or names of the
Eligible Holder(s) in which such certificates are to be registered (the “Exercise Notice”);
and (iii) payment of the Exercise Price with respect to such shares of Common Stock. Such payment
may be made, at the option of the Holder, by cash, money order, certified or bank



 









 







cashier’s check, wire transfer or, subject to and accordance with Section 1.1(b), by a
cash-less exercise of this Warrant.



     (b) If, as of the first anniversary of the Issue Date, an effective registration statement is
not available for the resale of the shares of Common Stock issuable upon exercise of this Warrant,
then, in lieu of exercising this Warrant for cash, the Holder may elect, at any time after such
anniversary, to receive shares equal to the value (as determined below) of this Warrant (or the
portion thereof being exercised) by surrender of this Warrant to the Company at the Warrant Agency,
together with the properly endorsed Exercise Notice, in which event the Company shall issue to the
Holder a number of shares of Common Stock computed using the following formula:



	 	 	 	 	 	 	 
	 

	 	X=
	 	Y(A-B)	 	 
	 

	 	 	 	 

A
	 	 
	 
	 	 	 	 	 	 
	 	 	Where X =	 	the number of shares of Common Stock to be issued to the Holder
	 
	 	 	 	 	 	 
	 	 	Y =	 	the number of shares of Common Stock purchasable under this Warrant or, if
only a portion of this Warrant is being exercised, the portion of this Warrant being
exercised (at the date of exercise)
	 
	 	 	 	 	 	 
	 	 	A =	 	the Fair Market Value of one share of Common Stock (at the date of exercise)
	 
	 	 	 	 	 	 
	 	 	B =	 	the Exercise Price per share (as adjusted to the date of exercise)






     (c) The Company shall, as promptly as practicable and in any event within five (5) Business
Days thereafter, execute and deliver or cause to be executed and delivered, in accordance with an
Exercise Notice delivered pursuant to Section 1.1(a) or 1.1(b), a certificate or certificates
representing the aggregate number of shares of Common Stock specified in said notice. The share
certificate or certificates so delivered shall be in such denominations as may be specified in such
notice (or, if such notice shall not specify denominations, one certificate shall be issued) and
shall be issued in the name of the Holder or such other name or names of Eligible Holder(s) as
shall be designated in such notice. Such certificate or certificates shall be deemed to have been
issued, and such Holder or any other person so designated to be named therein shall be deemed to
have exercised this Warrant and for all purposes to have become holders of record of such shares,
as of the date the aforementioned notice is received by the Company. If this Warrant shall have
been exercised only in part, the Company shall, at the time of delivery of the certificate or
certificates, deliver to the Holder a new Warrant evidencing the right to purchase the remaining
shares of Common Stock called for by this Warrant, which new Warrant shall in all other respects be
identical with this Warrant. The Company shall pay all expenses payable in connection with the
preparation, issuance and delivery of share certificates and new Warrants as contemplated by
Section 2.6 below (other than transfer or similar taxes in connection with the transfer of
securities), except that, if share certificates or new Warrants shall be registered in a name or
names other than the name of the Holder, funds sufficient to pay all transfer taxes payable as a
result of such transfer shall be paid by the Holder at the time of delivering the aforementioned
notice or promptly upon receipt of a written request of the Company for payment.



2









 





     (d) If this Warrant shall be surrendered for exercise within any period during which the
transfer books for shares of the Common Stock purchasable upon the exercise of this Warrant are
closed for any purpose, then the Company shall not be required to make delivery of certificates for
the Common Stock purchasable upon such exercise until the date of the reopening of said transfer
books.



     1.2. Shares To Be Fully Paid and Nonassessable. All shares of Common Stock issued
upon the exercise of this Warrant shall be validly issued, fully paid and nonassessable.



     1.3. No Fractional Shares To Be Issued. The Company shall not be required to issue
fractions of shares of Common Stock upon exercise of this Warrant. The Holder may only elect to
exercise this Warrant with respect to a whole number of shares of the Common Stock.



     1.4. Securities Laws; Share Legend. The Holder, by acceptance of this Warrant, agrees
that this Warrant and all shares of Common Stock issuable upon exercise of this Warrant will be
disposed of only in accordance with the Securities Act of 1933, as amended, and any successor
Federal statue, and the rules and regulations of the Commission promulgated thereunder (the
“Securities Act”). In addition to any other legend which the Company may deem advisable
under the Securities Act and applicable state securities laws, all certificates representing shares
of Common Stock (as well as any other securities issued hereunder in respect of any such shares)
issued upon exercise of this Warrant shall be endorsed as follows:




THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, OR UNDER ANY APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD
OR OFFERED FOR SALE OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL
REASONABLY SATISFACTORY TO THE ISSUER THAT SUCH REGISTRATION IS NOT REQUIRED.



     Any certificate issued at any time in exchange or substitution for any certificate bearing
such legend (except a new certificate issued upon completion of a public distribution pursuant to a
registration statement under the Securities Act) shall also bear such legend unless, in the opinion
of counsel (in form and substance reasonably satisfactory to the Company) selected by the Holder of
such certificate and reasonably acceptable to the Company, the securities represented thereby need
no longer be subject to restrictions on resale under the Securities Act.



ARTICLE II




WARRANT AGENCY; TRANSFER, EXCHANGE AND

REPLACEMENT OF WARRANT




     2.1. Warrant Agency. Until such time, if any, as an independent agency shall be
appointed by the Company to perform services described herein with respect to this Warrant (the
“Warrant Agency”), the Company shall perform the obligations of the Warrant Agency provided
herein at its principal office address or such other address as the Company shall specify by prior
written notice to the Holder.



3









 





     2.2. Ownership of Warrant. The Company may deem and treat the person in whose name
this Warrant is registered as the holder and owner hereof (notwithstanding any notations of
ownership or writing hereon made by any person other than the Company) for all purposes and shall
not be affected by any notice to the contrary, until presentation of this Warrant for registration
of transfer as provided in this Article II.



     2.3. Transfer of Warrant. This Warrant may only be transferred to a purchaser subject
to and in accordance with this Section 2.3 and Section 1.4 hereof, and any attempted transfer which
is not in accordance with this Section 2.3 and Section 1.4 hereof shall be null and void and the
transferee shall not be entitled to exercise any of the rights of the holder of this Warrant. The
Company agrees to maintain at the Warrant Agency books for the registration of such transfers of
Warrants, and transfer of this Warrant and all rights hereunder shall be registered, in whole or in
part, on such books, upon surrender of this Warrant at the Warrant Agency in accordance with this
Section 2.3, together with a written assignment of this Warrant, substantially in the form of the
assignment attached hereto as Annex 2, duly executed by the Holder or its duly authorized
agent or attorney-in-fact, with signatures guaranteed by a bank or trust company or a broker or
dealer registered with the NASD, and funds sufficient to pay any transfer taxes payable upon such
transfer. Upon surrender of this Warrant in accordance with this Section 2.3, the Company (subject
to being satisfied that such transfer is in compliance with Section 1.4 hereof) shall execute and
deliver a new Warrant or Warrants of like tenor and representing in the aggregate the right to
purchase the same number of shares of Common Stock in the name of the assignee or assignees and in
the denominations specified in the instrument of assignment, and this Warrant shall promptly be
canceled. Notwithstanding the foregoing, a Warrant may be exercised by a new holder without having
a new Warrant issued. The Company shall not be required to pay any Federal or state transfer tax
or charge that may be payable in respect of any transfer of this Warrant or the issuance or
delivery of certificates for Common Stock in a name other than that of the registered holder of
this Warrant.



     2.4. Division or Combination of Warrants. This Warrant may be divided or combined
with other Warrants, in connection with the partial exercise of this Warrant, upon surrender hereof
and of any Warrant or Warrants with which this Warrant is to be combined at the Warrant Agency,
together with a written notice specifying the names and denominations in which the new Warrant or
Warrants are to be issued, signed by the holders hereof and thereof or their respective duly
authorized agents or attorneys-in-fact. Subject to compliance with Sections 1.4 and 2.3 hereof as
to any transfer which may be involved in the division or combination, the Company shall execute and
deliver a new Warrant or Warrants in exchange for the Warrant or Warrants to be divided or combined
in accordance with such notice.



     2.5. Loss, Theft, Destruction or Mutilation of Warrant Certificates. Upon receipt by
the Company of evidence reasonably satisfactory to the Company of the loss, theft, destruction or
mutilation of this Warrant and, in the case of any such loss, theft or destruction, upon receipt of
indemnity or security (in customary form) reasonably satisfactory to the Company, or, in the case
of any such mutilation, upon surrender and cancellation of such Warrant and upon reimbursement of
the Company’s reasonable incidental expenses, the Company will make and deliver, in lieu of such
lost, stolen, destroyed or mutilated Warrant, a new Warrant of like tenor and representing the
right to purchase the same aggregate number of shares of Common Stock.



4









 





     2.6. Expenses of Delivery of Warrants. Except as otherwise expressly provided herein,
the Company shall pay all expenses (other than transfer taxes as described in Section 2.3) and
other charges payable in connection with the preparation, issuance and delivery of Warrants
hereunder and shares of Common Stock upon the exercise hereof.



ARTICLE III




ADJUSTMENT PROVISIONS




     3.1. Adjustments Generally. The Exercise Price and the number of shares of Common
Stock (or other securities or property) issuable upon exercise of this Warrant shall be subject to
adjustment from time to time upon the occurrence of certain events, as provided in this Article
III.



     3.2. Common Share Reorganization and Stock Dividend Payments. If the Company, at any
time this Warrant is outstanding, (a) shall subdivide its outstanding shares of Common Stock into a
greater number of shares or consolidate its outstanding shares of Common Stock into a smaller
number of shares (any such event being called a “Common Share Reorganization”), or (b) pay
a stock dividend (except scheduled dividends paid on preferred stock which contain a stated
dividend rate) or otherwise make a distribution or distributions on shares of its Common Stock or
on any other class of capital stock payable in shares of Common Stock (any such event being called
a “Stock Dividend Payment”), then (i) the Exercise Price shall be adjusted, effective
immediately after the record date at which the holders of shares of Common Stock are determined for
purposes of a Common Share Reorganization or at which the holders of shares of Common Stock or any
other class of capital stock are determined for purposes of a Stock Dividend Payment, as the case
may be, to a price determined by multiplying the Exercise Price in effect immediately prior to such
record date by a fraction, the numerator of which shall be the number of shares of Common Stock
outstanding on such record date before giving effect to such Common Share Reorganization or Stock
Dividend Payment, as the case may be, and the denominator of which shall be the number of shares of
Common Stock outstanding after giving effect to such Common Share Reorganization or Stock Dividend
Payment, as the case may be, and (ii) the number of shares of Common Stock subject to purchase upon
exercise of this Warrant shall be adjusted, effective at such time, to a number determined by
multiplying the number of shares of Common Stock subject to purchase immediately before such Common
Share Reorganization or Stock Dividend Payment, as the case may be, by a fraction, the numerator of
which shall be the number of shares outstanding after giving effect to such Common Share
Reorganization or Stock Dividend Payment, as the case may be, and the denominator of which shall be
the number of shares of Common Stock outstanding immediately before such Common Share
Reorganization or Stock Dividend Payment, as the case may be.



     3.3. Capital Reorganization. If, at any time this Warrant is outstanding, there shall
be any consolidation or merger to which the Company is a party, other than a consolidation or a
merger in which the Company is a continuing corporation and which does not result in any
reclassification of, or change (other than a Common Share Reorganization, Stock Dividend Payment or
a change in par value) in, outstanding shares of Common Stock, or any sale or conveyance of the
property of the Company as an entirety or substantially as an entirety (any such event being called
a “Capital Reorganization”), then, effective upon the effective date of



5









 







such Capital Reorganization, the Holder shall have the right to purchase, upon exercise of
this Warrant, the kind and amount of shares of stock and other securities and property (including
cash) which the Holder would have owned or have been entitled to receive after such Capital
Reorganization if this Warrant had been exercised immediately prior to such Capital Reorganization.
As a condition to effecting any Capital Reorganization, the Company or the successor or surviving
corporation, as the case may be, shall execute and deliver to the Holder and to the Warrant Agency
an agreement as to the Holder’s rights in accordance with this Section 3.3, providing for
subsequent adjustments as nearly equivalent as may be practicable to the adjustments provided for
in this Article III. The provisions of this Section 3.3 shall similarly apply to successive
Capital Reorganizations.



     3.4. Adjustment Rules.



     (a) Any adjustments pursuant to this Article III shall be made successively whenever an event
referred to herein shall occur.



     (b) If the Company shall set a record date to determine the holders of shares of Common Stock
or any other class of capital stock, as the case may be, for purposes of a Common Share
Reorganization, Stock Dividend Payment or Capital Reorganization and shall legally abandon such
action prior to effecting such action, then no adjustment shall be made pursuant to this Article
III in respect of such action.



     3.5. Notice of Adjustments. The Company shall give notice to the Holder prior to any
record date or effective date, as the case may be, in respect of any Common Share Reorganization,
Stock Dividend Payment or Capital Reorganization describing, in each case, such event in reasonable
detail and specifying such record date or effective date, as the case may be. In addition, after
the record date or effective date, as the case may be, of any Common Share Reorganization, Stock
Dividend Payment or Capital Reorganization, the Company shall promptly give notice to the Holder of
such event, describing such event in reasonable detail and specifying the record date or effective
date, as the case may be, and, if determinable, the required adjustment and the computation
thereof. If the required adjustment is not determinable at the time of such notice, the Company
shall give notice to the Holder of such adjustment and computation promptly after such adjustment
becomes determinable.



     3.6. Adjustment by Board of Directors. If any event occurs as to which, in the
opinion of the Board of Directors of the Company, the provisions of this Article III are not
strictly applicable or if strictly applicable would not fairly protect the rights of the holder of
this Warrant in accordance with the essential intent and principles of such provisions, then the
Board of Directors may make, in its discretion, an adjustment in the application of such
provisions, in accordance with such essential intent and principles, so as to protect such rights
as aforesaid, but in no event shall any adjustment have the effect of increasing the Exercise Price
or decreasing the number of shares of Common Stock into which the Warrant is exercisable as
otherwise determined pursuant to any of the provisions of this Article III except in the case of a
combination of shares of a type contemplated in Section 3.2 and then in no event to an amount
larger than the Exercise Price as adjusted pursuant to Section 3.2.



6









 





ARTICLE IV




DEFINITIONS




     The following terms, as used in this Warrant, have the following respective meanings:



     “Business Days” means each day in which banking institutions in Atlanta, Georgia are
not required or authorized by law or executive order to close.



     “Capital Reorganization” has the meaning set forth in Section 3.3



     “Commission” means the Securities and Exchange Commission.



     “Common Share Reorganization” has the meaning set forth in Section 3.2.



     “Common Stock” has the meaning set forth in the first paragraph of this Warrant.



     “Company” has the meaning set forth in the first paragraph of this Warrant.



     “Eligible Holder” means the Holder and any permitted transferee of the Holder pursuant
to and in accordance with this Warrant.



     “Exercise Date” has the meaning set forth in the first paragraph of this Warrant.



     “Exercise Price” means US $1.25 per share of Common Stock.



     “Expiration Date” has the meaning set forth in the first paragraph of this Warrant.



     “Exercise Notice” has the meaning set forth in Section 1.1(a).



     “Fair Market Value” means, with respect to a share of Common Stock as of a particular
date: (a) if the Common Stock is traded on the American Stock Exchange or another national exchange
or is quoted on the National or Capital Market of The Nasdaq Stock Market, Inc. (“Nasdaq”), then
the closing or last sale price, respectively, reported for the last business day immediately
preceding such date; (b) if the Common Stock is not traded on the American Stock Exchange or
another national exchange or on the Nasdaq but is traded on the NASD Over The Counter Bulletin
Board, then the mean of the average of the closing bid and asked prices reported for the last
business day immediately preceding such date; or (c) if the Common Stock is not publicly traded,
then as the Holder and the Company agree, or in the absence of agreement, by arbitration in
accordance with the rules then in effect of the American Arbitration Association, before a single
arbitrator to be chosen from a panel of persons qualified by education and training to pass on the
matter to be decided.



     “Holder” has the meaning set forth in the first paragraph of this Warrant.



     “NASD” means The National Association of Securities Dealers, Inc.



     “Securities Act” has the meaning set forth in Section 1.4.



7









 





     “Stock Dividend Payment” has the meaning set forth in Section 3.2.



     “Warrant Agency” has the meaning set forth in Section 2.1.



     “Warrant” means this Warrant.



ARTICLE V




MISCELLANEOUS




     5.1. Governing Law. This Warrant shall be governed in all respects by the laws of the
State of Georgia, without reference to its conflicts of law principles.



     5.2. Covenants To Bind Successor and Assigns. All covenants, stipulations, promises
and agreements contained in this Warrant by or on behalf of the Company shall bind its successors
and assigns, whether or not so expressed.



     5.3. Entire Agreement. This Warrant constitutes the full and entire understanding and
agreement between the parties with regard to the subject matter hereof and no party shall be liable
or bound to any other party in any manner by any warranties, representations, or covenant except as
specifically set forth herein or therein.



     5.4. Waivers and Amendments. No failure or delay of the Holder in exercising any
power or right hereunder shall operate as a waiver thereof, nor shall any single or partial
exercise of such right or power, or any abandonment or discontinuance of steps to enforce such a
right or power, preclude any other or further exercise thereof or the exercise of any other right
or power. The rights and remedies of the Holder are cumulative and not exclusive of any rights or
remedies which it would otherwise have. The provisions of this Warrant may be amended, modified or
waived with (and only with) the written consent of the Company and the Holder of this Warrant.



     5.5 Notices. All notices or other communications required or permitted hereunder
shall be in writing and shall be mailed by express, registered or certified mail, postage prepaid,
return receipt requested, sent by telecopy (with confirmation of transmission received and followed
by the posting of a “hard copy” of the notice or communication by first-class U.S. mail), or by
courier service guaranteeing overnight delivery with charges prepaid, or otherwise delivered by
hand or by messenger, and shall be conclusively deemed to have been received by a party hereto and
to be effective on the day on which delivered or telecopied to such party at its address set forth
below (or at such other address as such party shall specify to the other parties hereto in
writing), or, if sent by registered or certified mail, on the third business day after the day on
which mailed, addressed to such party at such address.



     In the case of the Holder, such notices and communications shall be addressed to its address
as shown on the books maintained by the Warrant Agency, unless the Holder shall notify the Company
and the Warrant Agency in writing that notices and communications should be sent to a different
address, in which case such notices and communications shall be sent to the address specified by
the Holder. In the case of the Company, such notices and communications shall be addressed as
follows: Attention: Chief Financial Officer, Verso Technologies, Inc., 400 Galleria Parkway,
Suite 200, Atlanta, Georgia 30339.



8









 





     5.6 Survival of Agreements; Representations and Warranties, etc. All warranties,
representations and covenants made by the Company herein shall be considered to have been relied
upon by the Holder and shall survive the issuance and delivery of the Warrant, regardless of any
investigation made by the Holder, and shall continue in full force and effect so long as this
Warrant is outstanding.



     5.7 Severability. In case any one or more of the provisions contained in this Warrant
shall be held to be invalid, illegal or unenforceable in any respect, the validity, legality and
enforceability of the remaining provisions contained herein shall not in any way be affected or
impaired thereby. The parties shall endeavor in good faith negotiations to replace the invalid,
illegal or unenforceable provisions with valid provisions the economic effect of which comes as
close as possible to that of the invalid, illegal or unenforceable provisions.



     5.8 Section Headings. The section headings used herein are for convenience of
reference only, do not constitute a part of this Warrant and shall not affect the construction of
or be taken into consideration in interpreting this Warrant.



     5.9 No Rights as Shareholder; No Limitations on Company Action. This Warrant shall
not entitle the Holder to any rights as a shareholder of the Company. No provision of this Warrant
and no right or option granted or conferred hereunder shall in any way limit, affect or abridge the
exercise by the Company of any of its corporate rights or powers to recapitalize, amend its
certificate of incorporation, reorganize, consolidate or merge with or into another corporation or
to transfer all or any part of its property or assets, or the exercise of any other of its
corporate rights or powers.



     IN WITNESS WHEREOF, the Company has caused this Warrant to be executed by its duly authorized
representative.



	 	 	 	 	 
	 	VERSO TECHNOLOGIES, INC.

 	 
	 	By:  	/s/ Steven A. Odom	 
	 	 	Name:  	Steven A. Odom 	 
	 	 	Title:  	Executive Chairman 	 
	 




9









 








Annex 1




EXERCISE NOTICE





			
	TO:	 	Verso Technologies, Inc.

400 Galleria Parkway

Suite 200

Atlanta, Georgia 30339






     Attention: Chief Financial Officer



     The undersigned, pursuant to the provisions set forth in the attached Warrant (No.___),
hereby irrevocably elects to purchase (check applicable box):



	 	 	 
	                    

	 	                                shares of the Common Stock covered by such Warrant; or
	 
	 	 
	                    

	 	                                shares of common stock covered by such Warrant pursuant
to the cashless exercise procedure set forth in Section 1.1(b) of
such Warrant.






     The undersigned herewith makes payment of the full Exercise Price for such shares at the price
per share provided for in such Warrant, which is $                    . Such payment takes the form of
(check applicable box or boxes):



	 	 	 
	                    

	 	$                     in cash or by money order, certified or bank
cashier’s check, or by wire transfer for such amount; and/or
	 
	 	 
	                    

	 	the cancellation of such number of shares of Common Stock
underlying this Warrant as is necessary, in accordance with the
formula set forth in Section 1.1(b), to exercise this Warrant
with respect to                      number of shares of Common Stock
purchasable pursuant to the cashless exercise procedure set forth
in Section 1.1(b).






     The undersigned requests that the certificates for such shares be issued in the name of, and
delivered to                                          whose address is                                         . The undersigned
also requests that the certificates for the shares be issued in the following denominations:
                                        .



     The undersigned represents and warrants that (i) all offers and sales by the undersigned of
the securities issuable upon exercise of the within Warrant shall be made pursuant to registration
of the Common Stock under the Securities Act of 1933, as amended (the “Securities Act”), pursuant
to an exemption from registration under the Securities Act; and (ii) the undersigned is an
accredited investor within the meaning of Regulation D under the Securities Act.



	 	 	 	 	 	 	 
	Dated:
	 	 	 	 	 	 
	 

	 	 
	 	 	 	 
	 

	 	 	 	 	 	(Signature must conform to name of holder as specified on the face
of the Warrant)






 









 






	 	 	 	 	 	 	 
	 

	 	Address:	 	 	 	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 	 	 






Page 2 of Annex 1









 








Annex 2




Assignment




     For value received, the undersigned hereby sells, assigns and transfers unto:



	 	 	 	 	 
	Name:
	 	 	 	 
	 

	 	 

(Please type or print in block letters)
	 	 
	 
	 	 	 	 
	Address:
	 	 	 	 
	 

	 	 	 	 




the right to purchase Common Stock (as defined in the attached Warrant) represented by the attached
Warrant to the extent of
                     shares as to which such right is exercisable and does
hereby irrevocably constitute and appoint                                         , attorney-in-fact, to transfer said
Warrant on the books of Verso Technologies, Inc., with full power of substitution in the premises.




Dated:                    




	 	 	 	 	 
	Signature:
	 	 	 	 
	 	 	 
	 

	 	Note:
	 	The above signature should correspond exactly with the name on the face
of the attached Warrant.






	 	 	 	 	 	 	 
	Printed Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Title: