FORM OF
LOCK-UP AGREEMENT
_____________, 2000
▇▇▇▇ ▇. ▇▇▇▇▇▇▇ and Company, Incorporated
▇▇▇▇▇▇▇ Bros., LP,
As representatives of the several Underwriters
Listed in Schedule I to the Underwriting
Agreement
c/o ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ and Company, Incorporated
▇▇▇▇▇▇▇ Financial Center
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Re: ACT TELECONFERENCING, INC.
Ladies and Gentlemen:
The undersigned understands that you, as representative of the several
Underwriters, propose to enter into an Underwriting Agreement (the "UNDERWRITING
AGREEMENT") with ACT Teleconferencing, Inc., a Colorado corporation (the
"COMPANY"), providing for the public offering (the "PUBLIC OFFERING") by the
several Underwriters named in Schedule I to the Underwriting Agreement (the
"UNDERWRITERS"), of 2,000,000 shares (the "SHARES") of common stock, no par
value, of the Company (the "COMMON STOCK").
In consideration of the Underwriters' agreement to purchase and make the
Public Offering of the Shares, and for other good and valuable consideration,
receipt of which is hereby acknowledged, the undersigned hereby agrees that,
without the prior written consent of ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ and Company,
Incorporated, as representative of the several Underwriters, the undersigned
will not, during the period ending 180 days after the date of the final
prospectus relating to the Public Offering (the "PROSPECTUS"), (1) offer,
pledge, announce the intention to sell, sell, contract to sell, sell any
option or contract to purchase, purchase any option or contract to sell,
grant any option, right or warrant to purchase, or otherwise transfer or
dispose of, directly or indirectly (other than by gift, by will, or by the
laws of descent and distribution to a person who agrees to be bound by the
terms of this agreement), any shares of Common Stock of the Company or any
securities convertible into or exercisable or exchangeable for Common Stock
(including without limitation, Common Stock which may be deemed to be
beneficially owned by the undersigned in accordance with the rules and
regulations of the Securities and Exchange Commission and securities which
may be issued upon exercise of a stock option or warrant) or (2) enter into
any swap or other agreement that transfers, in whole or in part, any of the
economic consequences of ownership of the Common Stock, whether any such
transaction described in clause (1) or (2) above is to be settled by delivery
of Common Stock or such other securities, in cash or otherwise. In addition,
the undersigned agrees that, without the
prior written consent of ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ and Company, Incorporated, as
representative of the several Underwriters, the undersigned will not, during the
period ending 180 days after the date of the Prospectus, make any demand for or
exercise any right with respect to the registration of any shares of Common
Stock or any security convertible into or exercisable or exchangeable for Common
Stock.
In furtherance of the foregoing, the Company, and any duly appointed transfer
agent for the registration or transfer of the securities described herein, are
hereby authorized to decline to make any transfer of securities if such transfer
would constitute a violation or breach of this lock-up agreement.
The undersigned hereby represents and warrants that the undersigned has full
power and authority to enter into this lock-up agreement. All authority herein
conferred or agreed to be conferred and any obligations of the undersigned shall
be binding upon the successors, assigns, heirs or personal representatives of
the undersigned.
The undersigned understands that if the Underwriting Agreement does not become
effective, or if the Underwriting Agreement (other than the provisions thereof
of which survive termination) shall terminate or be terminated prior to payment
for and delivery of the Common Stock to be sold thereunder, the undersigned
shall be released from all obligations under this lock-up agreement.
The undersigned understands that the Underwriters are entering into the
Underwriting Agreement and proceeding with the Public Offering in reliance upon
this lock-up agreement.
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This lock-up agreement shall be governed by and construed in accordance with
the laws of the State of New York, without giving effect to the conflicts of
laws provisions thereof.
Very truly yours,
-----------------------------
By:
--------------------------
Name:
Title:
Accepted as of the date first set forth above:
▇▇▇▇ ▇. ▇▇▇▇▇▇▇ AND COMPANY,
INCORPORATED
▇▇▇▇▇▇▇ BROS., LP, Acting severally on behalf of themselves and the several
Underwriters named on Schedule I to the Underwriting Agreement
By: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ AND COMPANY,
INCORPORATED
By:
--------------------------
Name:
Title:
3
This lock-up agreement shall be governed by and construed in accordance with
the laws of the State of New York, without giving effect to the conflicts of
laws provisions thereof.
Very truly yours,
-----------------------------
Accepted as of the date first set forth above:
▇▇▇▇ ▇. ▇▇▇▇▇▇▇ AND COMPANY,
INCORPORATED
▇▇▇▇▇▇▇ BROS., LP, Acting severally on behalf of themselves and the several
Underwriters named on Schedule I to the Underwriting Agreement
By: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ AND COMPANY,
INCORPORATED
By:
-----------------------------
Name:
Title:
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