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.
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”).
FOURTH AMENDMENT CONSENT, WAIVER AND FORBEARANCE AGREEMENTFourth Amendment, Consent, Waiver and Forbearance Agreement • February 13th, 2004 • Act Teleconferencing Inc • Communications services, nec • Colorado
This Fourth Amendment, Consent, Waiver and Forbearance Agreement (“Amendment”) is effective as of January 8, 2004 and relates to (i) the Note Agreement dated as of May 12, 2003, as amended (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”), ACT Teleconferencing, Inc. (“Holdings”), ACT Teleconferencing Services, Inc. (the “Services”) and certain Co-Borrowers listed on the signature page of this Amendment (the “Co-Borrowers), as amended, and (ii) the Warrant Agreement dated as of May 12, 2003 (the Warrant Agreement”) among NewWest, KCEP, Convergent, the Trust and Holdings, as amended. Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Note Agreement.
STOCK PURCHASE AGREEMENT BETWEEN ACT TELECONFERENCING, INC. AND CERTAIN INVESTORS (AS LISTED ON SCHEDULE A) DATED January 8, 2004Stock Purchase Agreement • February 13th, 2004 • Act Teleconferencing Inc • Communications services, nec • Colorado
This STOCK PURCHASE AGREEMENT (the “Agreement”) is made and entered into as of the 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 (“ACT TELECONFERENCING, INC.” 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).
FIRST AMENDMENT, CONSENT AND WAIVERNote Agreement • February 13th, 2004 • Act Teleconferencing Inc • Communications services, nec • Colorado
This First Amendment, Consent and Waiver (‘Waiver”) is effective as of May 12, 2003 and relates to (i) 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”), ACT Teleconferencing, Inc. (“Holdings”), ACT Teleconferencing Services, Inc. (the “Services”) and certain Co-Borrowers listed on the signature page of this Waiver (the “Co-Borrowers), and (ii) the Warrant Agreement dated as of May 12, 2003 (the “Warrant Agreement”) among NewWest, KCEP, Convergent, the Trust, Holdings, Services, and certain Principals set forth on the signature page of this Waiver (the “Principals”). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Note Agreement.
SECOND AMENDMENT, CONSENT AND WAIVERNote Agreement • February 13th, 2004 • Act Teleconferencing Inc • Communications services, nec • Colorado
This Second Amendment, Consent and Waiver (“Amendment”) is effective as of August 14, 2003 and 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”), ACT Teleconferencing, Inc. (“Holdings”), ACT Teleconferencing Services, Inc. (the “Services”) and certain Co-Borrowers listed on the signature page of this Amendment (the “Co-Borrowers), as amended pursuant to the First Amendment, Consent and Wavier dated as of May 12, 2003 among the parties. Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Note Agreement.
