FORM OF REPRESENTATIVES' WARRANT
Option to Purchase 200,000
Shares of Common Stock
REPRESENTATIVES' WARRANT
------------------------
Dated: __________, 2000
THIS CERTIFIES THAT Xxxx X. Xxxxxxx and Company, Incorporated and Xxxxxxx
Bros., L.P. (herein sometimes called the "Holders" or the "Representatives") are
entitled to purchase from ACT Teleconferencing, Inc., a Colorado corporation
(the "Company"), at the price and during the period as hereinafter specified, up
to 200,000 shares (the "Shares") of common stock, no par value per share (the
"Common Stock"), at a purchase price of $____ per share (120% of the public
offering price) subject to adjustment as described below, at any time during the
four-year period commencing one (1) year from the effective date of the
Registration Statement (as defined herein) (the "Effective Date").
This Representatives' Warrant (the "Representatives' Warrant") is issued
pursuant to an Underwriting Agreement between the Company and Xxxx X. Xxxxxxx
and Company, Incorporated and Xxxxxxx Bros., L.P., as Representatives of the
several Underwriters set forth in Schedule I to said Underwriting Agreement, in
connection with a public offering, through the Representatives, of 2,000,000
shares of Common Stock as therein described (and up to 300,000 additional shares
of Common Stock covered by an over-allotment option granted by the Company to
the Underwriters), and in consideration of $1.00 received by the Company for the
Representatives' Warrant. Except as specifically otherwise provided herein, the
Shares issued pursuant to the Representatives' Warrant shall bear the same terms
and conditions as described under the caption "Description of Securities-
Common Stock" in the Registration Statement on Form S-1, File No.
333-___________ (the "Registration Statement") except that the Holder shall have
registration rights under the Securities Act of 1933, as amended (the "Act"),
for the Representatives' Warrant and the Shares issuable pursuant thereto as
more fully described in paragraph 6 herein.
1. The rights represented by the Representatives' Warrant shall be
exercised at the price, set forth in the first paragraph hereof subject to
adjustment in accordance with Section 8 hereof (the "Exercise Price"), and
during the periods as follows:
(a) During the period from the Effective Date to and through __________,
2001 (the "First Anniversary Date"), inclusive, the Holder shall have no right
to purchase any Shares hereunder, except that in the event of any merger,
consolidation or sale of substantially all the assets of the Company as an
entirety prior to the First Anniversary Date (other than (i) a merger or
consolidation in which the Company is the continuing corporation and which does
not result in any reclassification or reorganization of any outstanding shares
of Common Stock or (ii) any sale/leaseback, mortgage or other financing
transaction), the Holder shall have the right to exercise the Representatives'
Warrant concurrently with such event and into the kind and amount
of shares of stock and other securities and property (including cash) receivable
by a holder of the number of Shares into which the Representatives' Warrant were
exercisable immediately prior thereto.
(b) Between _____________, 2001 and 2005, (five (5) years from the
Effective Date, i.e. the "Expiration Date") inclusive, the Holder shall have the
option to purchase Shares hereunder at the Exercise Price.
(c) After the Expiration Date, the Holder shall have no right to
purchase any Shares hereunder.
2. (a) The rights represented by the Representatives' Warrant may be
exercised at any time within the periods above specified, in whole or in part,
by (i) the surrender of the Representatives' Warrant (with the purchase form at
the end hereof properly executed) at the principal executive office of the
Company (or such other office or agency of the Company as it may designate by
notice in writing to the Holder at the address of the Holder appearing on the
books of the Company); (ii) payment to the Company of the exercise price then in
effect for the number of Shares specified in the above-mentioned purchase form
together with applicable stock transfer taxes, if any; and (iii) delivery to the
Company of a duly executed agreement signed by the person(s) designated in the
purchase form to the effect that such person(s) agree(s) to be bound by the
provisions of paragraph 6 and subparagraphs (b), (c) and (d) of paragraph 7
hereof. The Representatives' Warrant shall be deemed to have been exercised, in
whole or in part to the extent specified, immediately prior to the close of
business on the date the Representatives' Warrant is surrendered and payment is
made in accordance with the foregoing provisions of this paragraph 2, and the
person or persons in whose name or names the certificates for the Shares shall
be issuable upon such exercise shall become the holder or holders of record of
such Shares at that time and date. The Shares and the certificates for the
Shares so purchased shall be delivered to the Holder within a reasonable time,
not exceeding ten (10) business days, after the rights represented by this
Representatives' Warrant shall have been so exercised.
(b) Notwithstanding anything to the contrary contained in paragraph
2(a), the Holder may elect to exercise this Representatives' Warrant in whole or
in part by receiving Shares equal to the value (as determined below) of this
Representatives' Warrant, or any part hereof, upon surrender of the
Representatives' Warrant at the principal office of the Company together with
notice of such election in which event the Company shall issue to the Holder a
number of Shares computed using the following formula:
X = Y(A-B)
------
A
Where X = the number of Shares to be issued to the Holder;
Y = the number of Shares issuable upon exercise of this
Representatives' Warrant;
A = the current fair market value of one share of Common Stock;
B = the Exercise Price of the Representatives' Warrant;
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As used herein, current fair market value of Common Stock shall mean with
respect to each share of Common Stock the average of the closing prices of the
Common Stock sold on the principal national securities exchanges on which the
Common Stock is at the time admitted to trading or listed, or, if there have
been no sales on any such exchange on such day, the average of the highest bid
and lowest ask price on such day as reported by NASDAQ, or any similar
organization if NASDAQ is no longer reporting such information, either (i) on
the date which the form of election is deemed to have been sent to the Company
(the "Notice Date") or (ii) over a period of five (5) trading days preceding the
Notice Date, whichever of (i) or (ii) is greater.
If on the date for which current fair market value is to be determined the
Common Stock is not listed on any securities exchange or quoted in the NASDAQ
System or the over-the-counter market, the current fair market value of Common
Stock shall be the highest price per share which the Company could then obtain
from a willing buyer (not a current employee or director) for shares of Common
Stock sold by the Company, from authorized but unissued shares, as determined in
good faith by the Board of Directors of the Company, unless prior to such date
the Company has become subject to a binding agreement for a merger, acquisition
or other consolidation pursuant to which the Company is not the surviving party,
in which case the current fair market value of the Common Stock shall be deemed
to be the value to be received by the holders of the Common Stock for each share
thereof pursuant to the Company's acquisition.
3. The Representatives' Warrant shall not be sold, transferred, assigned,
or hypothecated for a period of one year commencing on the Effective Date except
that it may be transferred to successors of the Holder, and may be assigned in
whole or in part to any person who is an officer of the Holder to any members of
the selling group and/or the officers or partners thereof during such period.
This Representatives' Warrant must be executed immediately upon its transfer at
any time after one year from the Effective Date, and if not so executed, shall
lapse. Any such assignment shall be effected by the Holder by (i) executing the
form of assignment at the end hereof and (ii) surrendering the Representatives'
Warrant for cancellation at the office or agency of the Company referred to in
paragraph 2 hereof, accompanied by a certificate (signed by an officer of the
Holder if the Holder is a corporation) stating that each transferee is a
permitted transferee under this paragraph 3; whereupon the Company shall issue,
in the name or names specified by the Holder (including the Holder), a new
Representatives' Warrant or Warrants of like tenor and representing in the
aggregate rights to purchase the same number of Shares as are purchasable
hereunder at such time.
4. The Company covenants and agrees that all Shares which may be purchased
hereunder will, upon issuance and delivery against payment therefor of the
requisite purchase price, be duly and validly issued, fully paid and
nonassessable. The Company further covenants and agrees that, during the periods
within which the Representatives' Warrant may be exercised, the Company will at
all times have authorized and reserved a sufficient number of shares of its
Common Stock to provide for the exercise of the Representatives' Warrant.
5. The Representatives' Warrant shall not entitle the Holder to any voting
rights or other rights, including without limitation notice of meetings of other
actions or receipt of dividends, as a stockholder of the Company.
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6. (a) The Company shall advise the Holder or its permitted transferee,
whether the Holder holds the Representatives' Warrant or has exercised the
Representatives' Warrant and holds Shares, by written notice at least four
weeks prior to the filing of any new registration statement thereto under the
Act, or the filing of a notification on Form 1-A under the Act for a public
offering of securities, covering any securities of the Company, for its own
account or for the account of others, except for any registration statement
filed on Form S-4 or S-8 (or other comparable form), and will, during the
five (5) year period from the Effective Date, upon the request of the Holder,
include in any such new registration statement (or notification as the case
may be) such information as may be required to permit a public offering of,
all or any of the Shares underlying the Representatives' Warrant (the
"Registrable Securities"). For so long as the Warrants remain outstanding and
as long as required by the Act (so long as the Holder's ability to exercise
any Warrant is not adversely affected), the Company will file post-effective
amendments to the Registration Statement (or any new registration statement
filed by the Company) setting forth or otherwise incorporating certain
information contained in the then most recent quarterly report on Form 10-Q
or annual report on Form 10-K filed by the Company (each such post-effective
amendment, a "Quarterly Amendment"). The parties hereby agree that if at any
time during such five (5) year period the Company receives written notice
from the Holder at least two weeks prior to the filing of any such Quarterly
Amendment indicating such Xxxxxx's intention to offer Registrable Securities
in such Quarterly Amendment, the Company will include in such Quarterly
Amendment such information as may be required to permit a public offering of
such Registrable Securities. The delivery by the Holder of any such notice
shall not constitute a demand made pursuant to Section 6(b). The Company
shall supply prospectuses and such other documents as the Holder may
reasonably request in order to facilitate the public sale or other
disposition of the Registrable Securities, use its best efforts to register
and qualify any of the Registrable Securities for sale in such states (i) as
such Holder designates and (ii) with respect to which the Company obtained a
qualification in connection with its public offering; and do any and all
other acts and things which may be necessary or desirable to enable such
Holder to consummate the public sale or other disposition of the Registrable
Securities, all at no expense to the Holder or the Representatives (other
than sales commissions, underwriting discounts or commissions, or other
expenses of such sale), and furnish indemnification in the manner provided in
paragraph 7 hereof. The Holder shall furnish information and indemnification
as set forth in paragraph 7.
(b) At any time during the four (4) year period beginning one (1) year
after the Effective Date, a 50% Holder (as defined below) may request, on two
occasions, that the Company register under the Act any and all of the
Registrable Securities held by such 50% Holder, once at the Company's expense
and on the second occasion, at the 50% Holder's expense. Upon the receipt of any
such notice, the Company will promptly, but no later than four weeks after
receipt of such notice, file a post-effective amendment to the current
Registration Statement or a new registration statement pursuant to the Act, so
that such designated Registrable Securities may be publicly sold under the Act
as promptly as practicable thereafter and the Company will use reasonable
efforts to cause such registration to become and remain effective (including the
taking of such reasonable steps as are necessary to obtain the removal of any
stop order) within 120 days after the receipt of such notice, provided, that
such Holder shall furnish the Company with appropriate information in connection
therewith as the Company may reasonably request in writing. The 50% Holder may,
at its option, request the registration of any of the Shares
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underlying the Representatives' Warrant in a registration statement made by the
Company as contemplated by Section 6(a) or in connection with a request made
pursuant to this Section 6(b) prior to acquisition of the Shares issuable upon
exercise of the Representatives' Warrant. The 50% Holder may, at its option,
request such post-effective amendment or new registration statement during the
described period with respect to the Representatives' Warrant and/or the Shares
and such registration rights may be exercised by the 50% Holder prior to or
subsequent to the exercise of the Representatives' Warrant. Within ten days
after receiving any such notice pursuant to this subsection (b) of paragraph 6,
the Company shall give notice to any other Holders of the Representatives'
Warrant, advising that the Company is proceeding with such post-effective
amendment or registration statement and offering to include therein the Shares
underlying that part of the Representatives' Warrant held by the other Holders,
provided that they shall furnish the Company with such appropriate information
(relating to the intentions of such Holders) in connection therewith as the
Company shall reasonably request in writing. All costs and expenses of the
post-effective amendment or new registration statement shall be borne by the
Company, except that the Holder(s) shall bear the fees of their own counsel and
any other advisors retained by them and any underwriting discounts or
commissions applicable to any of the securities sold by them. The Company will
use its best efforts to maintain such registration statement or post-effective
amendment current under the Act for a period of at least 180 days from the
effective date thereof. The Company shall supply prospectuses, and such other
documents as the Holder(s) may reasonably request in order to facilitate the
public sale or other disposition of the Registrable Securities, use its best
efforts to register and qualify any of the Registrable Securities for sale in
such states (i) as such Holder(s) designate and (ii) with respect to which the
Company obtained a qualification in connection with its public offering and
furnish indemnification in the manner provided in paragraph 7 hereof.
Notwithstanding the foregoing set forth in this paragraph 6(b), the Company
shall not be required to include in any registration statement any Registrable
Securities which in the opinion of counsel to the Company (which opinion is
reasonably acceptable to counsel to the Representatives) would be saleable
immediately without restriction under Rule 144 (or its successor) if the
Representatives' Warrant was exercised pursuant to paragraph 2(b) herein.
(c) The term "50% Holder" as used in this paragraph 6 shall mean the
Holder(s) of at least 50% of the Representatives' Warrant and/or the Shares
underlying the Representatives' Warrant (considered in the aggregate).
7. (a) Whenever pursuant to paragraph 6 a registration statement relating
to any Shares issued upon exercise of the Representatives' Warrant is filed
under the Act, amended or supplemented, the Company will indemnify and hold
harmless each Holder of the securities covered by such registration statement,
amendment or supplement (such Holder being hereinafter called the "Distributing
Holder"), and each person, if any, who controls (within the meaning of the Act)
the Distributing Holder, and each underwriter (within the meaning of the Act) of
such securities and each person, if any, who controls (within the meaning of the
Act) any such underwriter, against any losses, claims, damages or liabilities,
joint or several, to which the Distributing Holder, any such controlling person
or any such underwriter may become subject, under the Act or otherwise, insofar
as such losses, claims, damages or liabilities, or actions in respect thereof,
arise out of or are based upon any untrue statement or alleged untrue statement
of any material fact contained in any such registration statement as declared
effective or any xxxxx
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prospectus constituting a part thereof or any amendment or supplement thereto,
or arise out of or are based upon the omission or the alleged omission to state
therein a material fact required to be stated therein or necessary to make the
statements therein not misleading and will reimburse the Distributing Holder or
such controlling person or underwriter for any legal or other expense reasonably
incurred by them in connection with investigating or defending any such loss,
claim, damage, liability or action; provided, however, that the Company will not
be liable in any such case to the extent that any such loss, claim, damage or
liability arises out of or is based upon an untrue statement or alleged untrue
statement or omission or alleged omission made in said registration statement,
said preliminary prospectus, said final prospectus or said amendment or
supplement in reliance upon and in conformity with written information furnished
by such Distributing Holder or any other Distributing Holder for use in the
preparation thereof and provided further, that the indemnity agreement provided
in this Section 7(a) with respect to any preliminary prospectus shall not inure
to the benefit of any Distributing Holder, controlling person of such
Distributing Holder, underwriter or controlling person of such underwriter from
whom the person asserting any losses, claims, charges, liabilities or litigation
based upon any untrue statement or alleged untrue statement of a material fact
or omission or alleged omission to state therein a material fact, received such
preliminary prospectus, if a copy of the prospectus in which such untrue
statement or alleged untrue statement or omission or alleged omission was
corrected has not been sent or given to such person within the time required by
the Act and the Rules and Regulations thereunder.
(b) The Distributing Holder will indemnify and hold harmless the Company,
each of its directors, each of its officers who have signed said registration
statement and such amendments and supplements thereto, and each person, if any,
who controls the Company (within the meaning of the Act) against any losses,
claims, damages or liabilities, joint or several, to which the Company or any
such director, officer or controlling person may become subject, under the Act
or otherwise, insofar as such losses, claims, damages or liabilities, or actions
in respect thereof, arise out of or are based upon any untrue or alleged untrue
statement of any material fact contained in said registration statement, said
preliminary prospectus, said final prospectus, or said amendment or supplement,
or arise out of or are based upon the omission or the alleged omission to state
therein a material fact required to be stated therein or necessary to make the
statements therein not misleading, in each case to the extent, but only to the
extent, that such loss, claim, damage or liability arises out of or is based
upon an untrue statement or alleged untrue statement or omission or alleged
omission made in said registration statement, said preliminary prospectus, said
final prospectus or said amendment or supplement in reliance upon and in
conformity with written information furnished by such Distributing Holder for
use in the preparation thereof; and will reimburse the Company or any such
director, officer or controlling person for any legal or other expenses
reasonably incurred by them in connection with investigating or defending any
such loss, claim, damage, liability or action.
(c) Promptly after receipt by an indemnified party under this paragraph 7
of notice of the commencement of any action, such indemnified party will, if a
claim in respect thereof is to be made against any indemnifying party, give the
indemnifying party notice of the commencement thereof, but the omission so to
notify the indemnifying party will not relieve it from any liability which it
may have to any indemnified party otherwise than under this paragraph 7.
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(d) In case any such action is brought against any indemnified party, and
it notifies an indemnifying party of the commencement hereof, the indemnifying
party will be entitled to participate in and, to the extent that it may wish,
jointly with any other indemnifying party similarly notified, to assume the
defense thereof, with counsel reasonably satisfactory to such indemnified party,
and after notice from the indemnifying party to such indemnified party of its
election so to assume the defense thereof, the indemnifying party will not be
liable to such indemnified party under this paragraph 7 for any legal or other
expenses subsequently incurred by such indemnified party in connection with the
defense thereof other than reasonable costs of investigation.
8. The Exercise Price in effect at the time and the number and kind of
securities purchasable upon the exercise of the Warrant shall be subject to
adjustment from time to time upon the happening of certain events as follows:
(a) In case the Company shall (i) declare a dividend or make a distribution
on its outstanding shares of Common Stock in shares of Common Stock (other than
issuance of Common Stock pursuant to antidilution provisions set forth in the
Registration Statement), (ii) subdivide or reclassify its outstanding shares of
Common Stock into a greater number of shares, (iii) combine or reclassify its
outstanding shares of Common Stock into a smaller number of shares, or (iv)
enter into any transaction whereby the outstanding shares of Common Stock of the
Company are at any time changed into or exchanged for a different number or kind
of shares or other security of the Company or of another corporation through
reorganization, merger, consolidation, liquidation or recapitalization, then
appropriate adjustments in the number of Shares (or other securities for which
such Shares have previously been exchanged or converted) subject to this
Representatives' Warrant shall be made and the Exercise Price in effect at the
time of the record date for such dividend or distribution or of the effective
date of such subdivision, combination, reclassification, reorganization, merger,
consolidation, liquidation or recapitalization shall be proportionately adjusted
so that the Holder of this Representatives' Warrant exercised after such date
shall be entitled to receive the aggregate number and kind of shares of Common
Stock which, if this Representatives' Warrant had been exercised by such Holder
immediately prior to such date, he would have been entitled to receive upon such
dividend, distribution, subdivision, combination, reclassification,
reorganization, merger, consolidation, liquidation or recapitalization. For
example, if the Company declares a 2 for 1 stock distribution and the Exercise
Price hereof immediately prior to such event was $______ per Share and the
number of Shares issuable upon exercise of this Representatives' Warrant was
_________ , the adjusted Exercise Price immediately after such event would be
$_________ per Share and the adjusted number of Shares issuable upon exercise of
this Representatives' Warrant would be ________. Such adjustment shall be made
successively whenever any event listed above shall occur.
(b) In case the Company shall fix a record date for the issuance of rights
or warrants to all holders of its Common Stock entitling them to subscribe for
or purchase shares of Common Stock (or securities convertible into Common Stock)
at a price (the "Subscription Price") (or having a conversion price per share)
less than the Exercise Price on a per share basis (the "Per Share Exercise
Price") on such record date, the Exercise Price shall be adjusted so that the
same shall equal the price determined by multiplying the number of Shares by the
Per Share Exercise
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Price in effect immediately prior to the date of issuance by a fraction, the
numerator of which shall be the sum of the number of shares of Common Stock then
outstanding on the record date mentioned below and the number of additional
shares of Common Stock which the aggregate offering price of the total number of
shares of Common Stock so offered (or the aggregate conversion price of the
convertible securities so offered) would purchase at the Per Share Exercise
Price in effect immediately prior to the date of such issuance, and the
denominator of which shall be the sum of the number of shares of Common Stock
outstanding on the record date mentioned below and the number of additional
shares of Common Stock offered for subscription or purchase (or into which the
convertible securities so offered are convertible). Such adjustment shall be
made successively whenever such rights or warrants are issued and shall become
effective immediately after the record date for the determination of
stockholders entitled to receive such rights or warrants; and to the extent that
shares of Common Stock are not delivered (or securities convertible into Common
Stock are not delivered) after the expiration of such rights or warrants the
Exercise Price shall be readjusted to the Exercise Price which would then be in
effect had the adjustments made upon the issuance of such rights or warrants
been made upon the basis of delivery of only the number of shares of Common
Stock (or securities convertible into Common Stock) actually delivered.
(c) In case the Company shall hereafter distribute to all holders of its
Common Stock evidences of its indebtedness or assets (excluding cash dividends
or distributions and dividends or distributions referred to in Subsection (a)
above) or subscription rights or warrants (excluding those referred to in
Subsection (b) above), then in each such case the Exercise Price in effect
thereafter shall be determined by multiplying the number of Shares by the Per
Share Exercise Price in effect immediately prior thereto, multiplied by a
fraction, the numerator of which shall be the total number of shares of Common
Stock then outstanding multiplied by the current market price per share of
Common Stock (as defined in Subsection (e) below), less the fair market value
(as determined by the Company's Board of Directors) of said assets, or evidences
of indebtedness so distributed or of such rights or warrants, and the
denominator of which shall be the total number of shares of Common Stock
outstanding multiplied by such current market price per share of Common Stock.
Such adjustment shall be made whenever any such distribution is made and shall
become effective immediately after the record date for the determination of
stockholders entitled to receive such distribution.
(d) Whenever the Exercise Price payable upon exercise of the
Representatives' Warrant is adjusted pursuant to Subsections (a), (b) or (c)
above, the number of Shares purchasable upon exercise of this Representatives'
Warrant shall simultaneously be adjusted by multiplying the number of Shares
issuable upon exercise of this Representatives' Warrant by the Exercise Price in
effect on the date hereof and dividing the product so obtained by the Exercise
Price, as adjusted.
(e) For the purpose of any computation under Subsection (c) above, the
current market price per share of Common Stock at any date shall be deemed to be
the average of the daily closing prices of the Common Stock for 30 consecutive
business days before such date. The closing price for each day shall be the last
sale price regular way or, in case no such reported sale takes place on such
day, the average of the last reported bid and asked prices regular way, in
either case on the principal national securities exchange on which the Common
Stock is admitted
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to trading or listed, or, if not listed or admitted to trading on such exchange,
the average of the highest reported bid and lowest reported asked prices as
reported by NASDAQ, or other similar organization if NASDAQ is no longer
reporting such information, or if not so available, the fair market price as
determined by the Board of Directors as set forth in Section 2(b) herein.
(f) No adjustment in the Exercise Price shall be required unless such
adjustment would require an increase or decrease of at least five cents ($0.05)
in such price; provided, however, that any adjustments which may by reason of
this Subsection (f) are not required to be made shall be carried forward and
taken into account in any subsequent adjustment required to be made hereunder.
All calculations under this Section 8 shall be made to the nearest cent or to
the nearest one-hundredth of a share, as the case may be. Anything in this
Section 8 to the contrary notwithstanding, the Company shall be entitled, but
shall not be required, to make such changes in the Exercise Price, in addition
to those required by this Section 8, as it shall determine, in its sole
discretion, to be advisable in order that any dividend or distribution in shares
of Common Stock, or any subdivision, reclassification or combination of Common
Stock, hereafter made by the Company shall not result in any Federal income tax
liability to the holders of the Common Stock or securities convertible into
Common Stock.
(g) Whenever the Exercise Price is adjusted, as herein provided, the
Company shall promptly cause a notice setting forth the adjusted Exercise Price
and adjusted number of Shares issuable upon exercise of the Representatives'
Warrant to be mailed to the Holder, at its address set forth herein, and shall
cause a certified copy thereof to be mailed to the Company's transfer agent, if
any. The Company may retain a firm of independent certified public accountants
selected by the Board of Directors (who may be the regular accountants employed
by the Company) to make any computation required by this Section 8, and a
certificate signed by such firm shall be conclusive evidence of the correctness
of such adjustment.
(h) In the event that at any time, as a result of an adjustment made
pursuant to the provisions of this Section 8, the Holder of the Representatives'
Warrant thereafter shall become entitled to receive any shares of the Company
other than Common Stock, thereafter the number of such other shares so
receivable upon exercise of the Representatives' Warrant shall be subject to
adjustment from time to time in a manner and on terms as nearly equivalent as
practicable to the provisions with respect to the Common Stock contained in
Subsections (a) to (f), inclusive, above.
9. This Agreement shall be governed by and in accordance with the laws of
the State of Minnesota without regard to conflict of laws provision.
IN WITNESS WHEREOF, the Company has caused this Representatives' Warrant to
be signed by its duly authorized officers under its corporate seal, and this
Representatives' Warrant to be dated ____________, 2000.
ACT TELECONFERENCING, INC.
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By:
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Name:
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Title:
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Attest:
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Name:
-------------------------
Title:
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PURCHASE FORM
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(To be signed only upon exercise of Warrant)
The undersigned, the holder of the foregoing Representatives' Warrant,
hereby irrevocably elects to exercise the purchase rights represented by such
Warrant for, and to purchase thereunder, _______________ Shares of Common Stock,
no par value per share (the "Shares") ACT Teleconferencing, Inc., payment of
$_______ therefor, and requests that the certificates for the Shares issued in
the name(s) of, and delivered to ________________________, whose address(es) is
(are):
Dated: _______________, ____
By:
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Address
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TRANSFER FORM
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(To be signed only upon transfer of Representatives' Warrant)
For value received, the undersigned hereby sells, assigns, and transfers
unto ______________________________ the right to purchase Shares represented by
the foregoing Representatives' Warrant to the extent of __________ Shares, and
appoints _________________________ attorney to transfer such rights on the books
of _________________ ____________, with full power of substitution in the
premises. The undersigned believes that each transferee is a permitted
transferee under Section 3 of the Representatives' Warrant.
Dated: _______________, ____
By:
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Address
In the presence of:
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