Act Teleconferencing Inc Sample Contracts

AMONG
Agreement and Plan of Merger • January 16th, 2002 • Act Teleconferencing Inc • Communications services, nec • Colorado
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AND
Share Purchase Agreement • January 31st, 2001 • Act Teleconferencing Inc • Communications services, nec
ARTICLE I. WARRANT AGENT AND CERTIFICATES
Warrant Agreement • May 26th, 2000 • Act Teleconferencing Inc • Communications services, nec • Colorado
BY AND AMONG
Asset Purchase Agreement • October 18th, 2001 • Act Teleconferencing Inc • Communications services, nec • Delaware
Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • May 24th, 2002 • Act Teleconferencing Inc • Communications services, nec • New York
ARTICLE I. DEFINITIONS
Securities Purchase Agreement • May 24th, 2002 • Act Teleconferencing Inc • Communications services, nec • New York
RECITALS
Security Agreement • March 29th, 2002 • Act Teleconferencing Inc • Communications services, nec • Colorado
BUSINESS LOAN AGREEMENT EXHIBIT 10.23
Business Loan Agreement • August 24th, 1998 • Act Teleconferencing Inc • Communications services, nec • Colorado
Non-Statutory Stock Option Agreement ------------------------------------ (Employee)
Act Teleconferencing Inc • November 14th, 2000 • Communications services, nec • Colorado
FORM OF UNDERWRITING AGREEMENT
Underwriting 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 Agent
Rights 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.

SUBORDINATION AGREEMENT
Subordination 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”).

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LOAN AGREEMENT dated as of June 30, 2006 between DOLPHIN DIRECT EQUITY PARTNERS, LP, as Lender, and ACT TELECONFERENCING, INC., as Borrower
Loan 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 AGREEMENT
Security 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 AGREEMENT
Pledge 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 AGREEMENT
Stock 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 AGREEMENT
Loan 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 NOTE
Security 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 AGREEMENT
Employment 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”).

FIRST AMENDMENT
Warrant Agreement • June 9th, 2003 • Act Teleconferencing Inc • Communications services, nec • Colorado
STOCK AND WARRANT PURCHASE AGREEMENT
Stock and Warrant Purchase Agreement • September 3rd, 2004 • Act Teleconferencing Inc • Communications services, nec
THIRTEENTH WAIVER, AMENDMENT AND FORBEARANCE AGREEMENT
And 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.

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