RECITALS: --------Loan and Security Agreement • August 24th, 1998 • Act Teleconferencing Inc • Communications services, nec • Tennessee
ANDShare Purchase Agreement • January 31st, 2001 • Act Teleconferencing Inc • Communications services, nec
AMONGMerger Agreement • January 16th, 2002 • Act Teleconferencing Inc • Communications services, nec • Colorado
EXHIBIT 10.5 TERMS AND CONDITIONS FOR PURCHASE OF SHARES 1. AGREEMENT TO SELL AND PURCHASE THE SHARES; SUBSCRIPTION DATE. 1.1 PURCHASE AND SALE. At the Closing (as defined in Section 2), the Company will sell to the Investor named in the Stock...Stock Purchase Agreement • October 18th, 2001 • Act Teleconferencing Inc • Communications services, nec • New York
ARTICLE I. DEFINITIONSSecurities Purchase Agreement • May 24th, 2002 • Act Teleconferencing Inc • Communications services, nec • New York
BY AND AMONGAsset Purchase Agreement • October 18th, 2001 • Act Teleconferencing Inc • Communications services, nec • Delaware
John G. Kinnard and Company, Incorporated Kaufman Bros., LP, As representatives of the several Underwriters Listed in Schedule I to the Underwriting Agreement c/o John G. Kinnard and Company, Incorporated Kinnard Financial Center 920 Second Avenue...Lock-Up Agreement • March 10th, 2000 • Act Teleconferencing Inc • Communications services, nec • New York
EXHIBIT 10.4 AMENDED AND RESTATED WARRANT Right to Purchase 400,000 Shares of Common Stock of ACT Teleconferencing, Inc. This Warrant and any shares acquired upon the exercise of this Warrant have not been registered under the Securities Act of 1933,...Warrant Agreement • October 18th, 2001 • Act Teleconferencing Inc • Communications services, nec
RECITALSSecurity Agreement • March 29th, 2002 • Act Teleconferencing Inc • Communications services, nec • Colorado
Exhibit 10.41 ------------- CREDIT AND SECURITY AGREEMENT Dated as of March __, 2001 ACT TELECONFERENCING SERVICES, INC., a Minnesota corporation (the "Borrower"), and WELLS FARGO BUSINESS CREDIT, INC., a Minnesota corporation (the "Lender"), hereby...Credit and Security Agreement • March 29th, 2002 • Act Teleconferencing Inc • Communications services, nec • Colorado
Exhibit 10.2 REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 24th, 2002 • Act Teleconferencing Inc • Communications services, nec • New York
Exhibit C --------- NEITHER THESE SECURITIES NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM...Securities Agreement • May 24th, 2002 • Act Teleconferencing Inc • Communications services, nec
EXHIBIT 4 AMENDMENT AGREEMENT This Amendment Agreement (the "AMENDMENT AGREEMENT") is entered into as of August 19, 2005 by and between ACT Teleconferencing, Inc, a Colorado corporation (the "COMPANY"), and Dolphin Direct Equity Partners, LP, a...Amendment Agreement • August 29th, 2005 • Act Teleconferencing Inc • Communications services, nec • New York
FORM OF UNDERWRITING AGREEMENTUnderwriting Agreement • March 10th, 2000 • Act Teleconferencing Inc • Communications services, nec • Minnesota
THIS SECURITY AGREEMENT (this "Agreement") is entered into as of July 25, --------- 2001, by and between Gene Warren ("Debtor"), and ACT Teleconferencing, Inc., a ------ Colorado corporation ("Secured Party"). ------------- RecitalsSecurity Agreement • March 29th, 2002 • Act Teleconferencing Inc • Communications services, nec • Colorado
ACT TELECONFERENCING, INC. and AMERICAN SECURITIES TRANSFER & TRUST, INC. Rights AgentRights Agreement • December 7th, 1999 • Act Teleconferencing Inc • Communications services, nec • Colorado
EXHIBIT 5 SCHEDULE 13D JOINT FILING AGREEMENT In accordance with the requirements of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, and subject to the limitations set forth therein, the parties set forth below agree to jointly...Joint Filing Agreement • August 29th, 2005 • Act Teleconferencing Inc • Communications services, nec
In accordance with the requirements of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, and subject to the limitations set forth therein, the parties set forth below agree to jointly file the Schedule 13D to which this joint filing agreement is attached, and have duly executed this joint filing agreement as of the date set forth below.
ARTICLE I. WARRANT AGENT AND CERTIFICATESWarrant Agreement • May 26th, 2000 • Act Teleconferencing Inc • Communications services, nec • Colorado
BUSINESS LOAN AGREEMENT EXHIBIT 10.23Business Loan Agreement • August 24th, 1998 • Act Teleconferencing Inc • Communications services, nec • Colorado
Non-Statutory Stock Option Agreement ------------------------------------ (Employee)Non-Statutory Stock Option Agreement • November 14th, 2000 • Act Teleconferencing Inc • Communications services, nec • Colorado
SUBORDINATION AGREEMENTSubordination Agreement • August 14th, 2006 • Act Teleconferencing Inc • Communications services, nec
THIS SUBORDINATION AGREEMENT is made this 30th day of June, 2006, among ACT TELECONFERENCING, INC., a corporation organized under the laws of the State of Colorado (the “Company”), DOLPHIN DIRECT EQUITY PARTNERS, LP (the “Subordinated Creditor”), and SILICON VALLEY BANK, a national banking association (the “Lender”).
LOAN AGREEMENT dated as of June 30, 2006 between DOLPHIN DIRECT EQUITY PARTNERS, LP, as Lender, and ACT TELECONFERENCING, INC., as BorrowerLoan Agreement • August 14th, 2006 • Act Teleconferencing Inc • Communications services, nec • New York
LOAN AGREEMENT dated as of June 30, 2006 between ACT Teleconferencing, Inc., a Colorado corporation (the “Borrower”) and Dolphin Direct Equity Partners, LP, a Delaware limited partnership (the “Lender”).
SECURITY AGREEMENTSecurity Agreement • August 14th, 2006 • Act Teleconferencing Inc • Communications services, nec • New York
This Security Agreement dated as of June 30, 2006 is among ACT Teleconferencing, Inc., a Colorado corporation (“Borrower”), subsidiaries of the Borrower set forth on the signature pages hereto (together with the Borrower, collectively, the “Debtors” and each a “Debtor”) and Dolphin Direct Equity Partners, LP, a Delaware limited partnership (the “Secured Party”). Capitalized terms used but not defined herein have the meanings assigned to them in the Loan Agreement dated as of date hereof (as it may be amended or otherwise modified, the “Loan Agreement”) between the Borrower and the Secured Party, and if not so assigned, in the Uniform Commercial Code as in effect from time to time in the State of New York (the “State”).
PLEDGE AGREEMENTPledge Agreement • August 14th, 2006 • Act Teleconferencing Inc • Communications services, nec • New York
This Pledge Agreement dated as of June 30, 2006 is between ACT Teleconferencing, Inc., a Colorado corporation (“Pledgor”), and Dolphin Direct Equity Partners, LP, a Delaware limited partnership (“Secured Party”). Capitalized terms used but not defined herein have the meanings assigned to them in the Loan Agreement dated as of date hereof (as it may be amended or otherwise modified, the “Loan Agreement”) between Pledgor and Secured Party, and if not so assigned, in the Uniform Commercial Code as in effect from time to time in the State of New York.
AGENT'S WARRANT ------------------------Agent's Warrant • May 26th, 2000 • Act Teleconferencing Inc • Communications services, nec
800,000 SHARES COMMON STOCK AND WARRANTS TO PURCHASE 400,000 SHARES ($__,000,000)Agency Agreement • May 26th, 2000 • Act Teleconferencing Inc • Communications services, nec • Minnesota
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 13th, 2004 • Act Teleconferencing Inc • Communications services, nec • Colorado
THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is made and entered into as of 8th day of January, 2004 by and among ACT TELECONFERENCING, INC., Inc., a corporation organized and existing under the laws of the State of Colorado (“ACTT.” or the “Company”), and certain investors, (hereinafter referred to collectively as “Investor” or “Investors”) as listed on Schedule A herein (each agreement with an Investor being deemed a separate and independent agreement between the Company and such Investor). Unless defined otherwise, capitalized terms herein shall have the identical meaning as in the Stock Purchase Agreement.
October 11, 2001 GMN Investors II, L.P. 20 William Street, Suite 250 Wellesley, MA 02481 Gentlemen: Reference is made to the Securities Purchase Agreement, dated as of October 15, 1999 (the "PURCHASE AGREEMENT"), between ACT Teleconferencing, Inc., a...Securities Exchange Agreement • October 18th, 2001 • Act Teleconferencing Inc • Communications services, nec • Massachusetts
STOCK PURCHASE AGREEMENTStock Purchase Agreement • March 15th, 2004 • Act Teleconferencing Inc • Communications services, nec • Colorado
We have acted as counsel to ACT Teleconferencing, Inc., a Colorado corporation (the “Company”), in connection with the preparation, execution and delivery of a Stock Purchase Agreement (the “Agreement”) dated February , 2004, by and between the Company and (the “Investor”) and the closing of the stock purchase described therein on February , 2004. This opinion is provided to the Investor at the request of the Company pursuant to Section 2 of Annex I to the Agreement. Except as otherwise indicated herein, capitalized terms used in this opinion letter are defined as set forth in the Agreement.
FIFTH FORBEARANCE AND AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • January 20th, 2006 • Act Teleconferencing Inc • Communications services, nec • Colorado
This FIFTH FORBEARANCE AND AMENDMENT to Loan and Security Agreement (this “Amendment”) is entered into as of the day of December, 2005, by and among Silicon Valley Bank (“Bank” or “Silicon”) and each of the following named corporations: ACT Teleconferencing, Inc., ACT Teleconferencing Services, Inc., ACT Videoconferencing, Inc., ACT Proximity, Inc., and ACT Research, Inc. (collectively and jointly and severally, the “Borrowers” and separately, a “Borrower”), with ACT Teleconferencing, Inc., whose chief executive office is located at 1526 Cole Boulevard, Suite 300, Golden, CO 80401, acting as the Borrowers’ agent.
EMPLOYMENT AGREEMENTEmployment Agreement • August 24th, 2005 • Act Teleconferencing Inc • Communications services, nec • Colorado
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is entered into as of the 19th day of August, 2005, by and between ACT Teleconferencing, Inc., a Colorado corporation (the “Company”), and , a Colorado resident (the “Executive”).
Loan and Security AgreementLoan and Security Agreement • November 19th, 2004 • Act Teleconferencing Inc • Communications services, nec • Colorado
THIS LOAN AND SECURITY AGREEMENT is entered into on the above date between SILICON VALLEY BANK (“Silicon”), whose address is 3003 Tasman Drive, Santa Clara, California 95054 and the borrower(s) named above (collectively and jointly and severally, the “Borrower”), with ACT Teleconferencing, Inc. (herein sometimes called the “Parent”), whose chief executive office is located at the above address (“Borrower’s Address”), acting as the Borrower’s agent. The Schedule to this Agreement (the “Schedule”) shall for all purposes be deemed to be a part of this Agreement, and the same is an integral part of this Agreement. (Definitions of certain terms used in this Agreement are set forth in Section 8 below.)
THIRD AMENDMENTWarrant Agreement • February 13th, 2004 • Act Teleconferencing Inc • Communications services, nec • Colorado
This Third Amendment (“Amendment”) is executed as of October 23, 2003 and is effective as of May 12, 2003 and relates to the Warrant Agreement dated as of May 12, 2003, as amended effective May 12, 2003 (the “Warrant Agreement”) among NewWest Mezzanine Fund, LP (“NewWest”), KCEP Ventures II, L.P. (“KCEP”), Convergent Capital Partners I, L.P. (“Convergent”), James F. Seifert Management Trust dated October 8, 1992 (the “Trust”), ACT Teleconferencing, Inc. (“Holdings”), ACT Teleconferencing Services, Inc. (the “Services”) and certain Principals set forth on the signature page of this Amendment (the “Principals”). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Note Agreement dated as of May 12, 2003, as amended, among Holdings, Services, NewWest, KCEP, Convergent, the Trust and certain co-borrowers (the “Note Agreement”).
FIRST AMENDMENTNote Agreement • June 9th, 2003 • Act Teleconferencing Inc • Communications services, nec • Colorado
STOCK AND WARRANT PURCHASE AGREEMENTStock and Warrant Purchase Agreement • September 3rd, 2004 • Act Teleconferencing Inc • Communications services, nec
