Exhibit 1.3
FORM OF AGENT'S WARRANT
Option to Purchase
Shares of Common Stock
AGENT'S WARRANT
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Dated: __________, 2000
THIS CERTIFIES THAT Xxxx X. Xxxxxxx and Company, Incorporated (herein
sometimes called the "Holder") is entitled to purchase from ACT
Teleconferencing, Inc., a Colorado corporation (the "Company"), at the price and
during the period as hereinafter specified, up to _________ shares (the
"Shares") of common stock, no par value per share (the "Common Stock"), at a
purchase price of $____ per share (120% of the closing bid price of the
Company's Common Stock on the day preceding the effective date of the
Registration Statement as defined herein (the "Effective Date")) subject to
adjustment as described below, at any time during the four-year period
commencing one (1) year from the Effective Date.
This Agent's Warrant (the "Agent's Warrant") is issued pursuant to an
Agency Agreement between the Company and Xxxx X. Xxxxxxx and Company,
Incorporated as agent of the company in connection with a best efforts public
offering of 800,000 shares of Common Stock as therein described which are
accompanied by 400,000 warrants and in consideration of $1.00 received by the
Company for the Agent's Warrant. Except as specifically otherwise provided
herein, the Shares issued pursuant to the Agent's Warrant shall bear the same
terms and conditions as described under the caption "Description of Capital
Stock-Common Stock" in the Registration Statement on Form S-1, File No.
333-32156 (the "Registration Statement") except that the Holder shall have
registration rights under the Securities Act of 1933, as amended (the "Act"),
for the Agent's Warrant and the Shares issuable pursuant thereto as more fully
described in paragraph 6 herein.
1. The rights represented by the Agent's 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 Agent's 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 Agent's 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 Agent's Warrant may be exercised at
any time within the periods above specified, in whole or in part, by (i) the
surrender of the Agent's 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
Agent's 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
Agent's 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 Agent's Warrant shall have
been so exercised.
(b) Notwithstanding anything to the contrary contained in paragraph
2(a), the Holder may elect to exercise this Agent's Warrant in whole or in part
by receiving Shares equal to the value (as determined below) of this Agent's
Warrant, or any part hereof, upon surrender of the Agent's 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)
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A
Where X = the number of Shares to be issued to the Holder;
Y = the number of Shares issuable upon exercise of this Agent's
Warrant;
A = the current fair market value of one share of Common Stock;
B = the Exercise Price of the Agent's Warrant;
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
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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 Agent's 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 Agent's 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 Agent's 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 Agent's 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 Agent's 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 Agent's Warrant.
5. The Agent's 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.
6. (a) The Company shall advise the Holder or its permitted transferee,
whether the Holder holds the Agent's Warrant or has exercised the Agent's
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,
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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 Agent's Warrant (the "Registrable Securities"). For
so long as the Agent's 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 currently intends to 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 underlying the
Agent's 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 Agent's
Warrant. The 50% Holder may, at its option, request such post-effective
amendment or new registration statement
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during the described period with respect to the Agent's 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 Agent's 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 Agent's 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 Agent's 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 Agent) would be saleable
immediately without restriction under Rule 144 (or its successor) if the
Agent's 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 Agent's Warrant and/or the Shares underlying
the Agent's Warrant (considered in the aggregate).
7. (a) Whenever pursuant to paragraph 6 a registration statement relating
to any Shares issued upon exercise of the Agent's 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 final 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 as such expenses
are incurred;
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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 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, due to the fault of the Distributing
Holder, controlling person of such Distributing Holder, underwriter, or
controlling person of such underwriter that is seeking indemnification.
(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
as such expenses are incurred.
(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.
(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
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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. The
indemnified party shall be entitled to its own counsel in the event the
indemnifying party's counsel has a conflict of interest in representing the
interest of the indemnified party.
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 Agent's 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 Agent's Warrant exercised
after such date shall be entitled to receive the aggregate number and kind of
shares of Common Stock which, if this Agent's 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 Agent's 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 Agent's
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 Per Share Exercise 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
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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 Per Share
Exercise Price in effect immediately prior thereto, 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 Agent's
Warrant is adjusted pursuant to Subsections (a), (b) or (c) above, the number of
Shares purchasable upon exercise of this Agent's Warrant shall simultaneously be
adjusted by multiplying the number of Shares issuable upon exercise of this
Agent's 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 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,
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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 Agent's 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 Agent's 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 Agent's 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 Agent's Warrant to be
signed by its duly authorized officers under its corporate seal, and this
Agent's Warrant to be dated ____________, 2000.
ACT TELECONFERENCING, INC.
By:
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Name:
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Title:
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Attest:
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Name:
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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 Agent's 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 Agent's Warrant)
For value received, the undersigned hereby sells, assigns, and transfers
unto ______________________________ the right to purchase Shares represented by
the foregoing Agent's 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 Agent's Warrant.
Dated: _______________, ____
By:
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Address
In the presence of:
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