AMONGAgreement and Plan of Merger • January 16th, 2002 • Act Teleconferencing Inc • Communications services, nec • Colorado
ANDShare Purchase Agreement • January 31st, 2001 • Act Teleconferencing Inc • Communications services, nec
ARTICLE I. WARRANT AGENT AND CERTIFICATESWarrant Agreement • May 26th, 2000 • Act Teleconferencing Inc • Communications services, nec • Colorado
BY AND AMONGAsset Purchase Agreement • October 18th, 2001 • Act Teleconferencing Inc • Communications services, nec • Delaware
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,...Act Teleconferencing Inc • October 18th, 2001 • Communications services, nec
Exhibit 10.2 REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 24th, 2002 • Act Teleconferencing Inc • Communications services, nec • New York
ARTICLE I. DEFINITIONSSecurities Purchase Agreement • May 24th, 2002 • Act Teleconferencing Inc • Communications services, nec • New York
Exhibit 10.26 AGREEMENT FOR THE SUPPLY OF CONFERENCING SERVICES This Agreement made between: CONCERT GLOBAL NETWORKS LIMITED, a company organised and existing under the laws of England, with its registered office at 81 Newgate Street, EC1A 7AP, London...Agreement • November 16th, 1998 • Act Teleconferencing Inc • Communications services, nec • New York
FORM OF REPRESENTATIVES' WARRANT Option to Purchase 200,000 Shares of Common Stock REPRESENTATIVES' WARRANT ------------------------ Dated: __________, 2000 THIS CERTIFIES THAT John G. Kinnard and Company, Incorporated and Kaufman Bros., L.P. (herein...Act Teleconferencing Inc • March 10th, 2000 • 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
BUSINESS LOAN AGREEMENT EXHIBIT 10.23Business Loan Agreement • August 24th, 1998 • Act Teleconferencing Inc • Communications services, nec • Colorado
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
Non-Statutory Stock Option Agreement ------------------------------------ (Employee)Act Teleconferencing Inc • November 14th, 2000 • Communications services, nec • Colorado
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...Act Teleconferencing Inc • May 24th, 2002 • Communications services, nec
FORM OF UNDERWRITING AGREEMENTUnderwriting Agreement • March 10th, 2000 • Act Teleconferencing Inc • Communications services, nec • Minnesota
AGENT'S WARRANT ------------------------Act Teleconferencing Inc • May 26th, 2000 • Communications services, nec
ACT TELECONFERENCING, INC. and AMERICAN SECURITIES TRANSFER & TRUST, INC. Rights AgentRights Agreement • December 7th, 1999 • Act Teleconferencing Inc • Communications services, nec • Colorado
RECITALS: --------Stock Purchase Warrant • August 24th, 1998 • Act Teleconferencing Inc • Communications services, nec • Tennessee
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.
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 Purchase Agreement • October 18th, 2001 • Act Teleconferencing Inc • Communications services, nec • Massachusetts
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.
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
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.
TERM PROMISSORY NOTESecurity Agreement • April 30th, 2003 • Act Teleconferencing Inc • Communications services, nec • Colorado
FOR VALUE RECEIVED, the undersigned, ACT TELECONFERENCING, INC., a Colorado corporation (“Borrower”) hereby promises to pay to the order of VECTRA BANK COLORADO, NATIONAL ASSOCIATION (“Bank”), at 2000 South Colorado Boulevard, Suite 2-1200, Denver, Colorado 80222, or at such other address as may be specified by Bank, the principal sum of TWO MILLION FIVE HUNDRED THOUSAND AND NO/l00THS DOLLARS ($2,500,000.00), together with interest on the balance of principal outstanding from time to time as set forth in the Loan Agreement (defined below), in lawful money of the United States of America. Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Loan Agreement.
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”).
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...Terms and Conditions • October 18th, 2001 • Act Teleconferencing Inc • Communications services, nec • New York
FIRST AMENDMENTWarrant Agreement • June 9th, 2003 • Act Teleconferencing Inc • Communications services, nec • Colorado
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...Exhibit 4 Amendment Agreement • August 29th, 2005 • Act Teleconferencing Inc • Communications services, nec • New York
STOCK AND WARRANT PURCHASE AGREEMENTStock and Warrant Purchase Agreement • September 3rd, 2004 • Act Teleconferencing Inc • Communications services, nec
THIRTEENTH WAIVER, AMENDMENT AND FORBEARANCE AGREEMENTAnd Forbearance Agreement • July 8th, 2005 • Act Teleconferencing Inc • Communications services, nec • Colorado
This Thirteenth Waiver, Amendment and Forbearance Agreement dated as of June 22, 2005 (“Amendment”) relates to the Note Agreement dated as of May 12, 2003 (the “Note 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”) (collectively, the “Purchaser”), and ACT Teleconferencing, Inc. (“Holdings”) and certain subsidiaries of Holdings, as amended, and the Warrant Agreement dated as of May 12, 2003 (the “Warrant Agreement”) among Purchaser and Holdings, as amended. Other capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Note Agreement.
