Clearlake Capital Partners, LLC Sample Contracts

Contract
Clearlake Capital Partners, LLC • February 4th, 2010 • Radiotelephone communications • California

THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”) OR STATE SECURITIES LAWS, AND MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED UNLESS THE REGISTRATION PROVISIONS OF THE ACT AND APPLICABLE STATE SECURITIES LAWS HAVE BEEN COMPLIED WITH OR UNLESS COMPLIANCE WITH SUCH PROVISIONS IS NOT REQUIRED.

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CREDIT AGREEMENT dated as of August 1, 2007, among GOAMERICA, INC., THE LENDERS PARTY HERETO and CLEARLAKE CAPITAL GROUP, LP, as Administrative Agent and Collateral Agent
Credit Agreement • August 14th, 2007 • Clearlake Capital Partners, LLC • Radiotelephone communications • New York

CREDIT AGREEMENT dated as of August 1, 2007, among GOAMERICA, INC., a Delaware corporation (the “Borrower”), the Lenders (as defined in Article I), and CLEARLAKE CAPITAL GROUP, LP, a Delaware limited partnership, as administrative agent (in such capacity, the “Administrative Agent”) and as collateral agent (in such capacity, the “Collateral Agent”) for the Lenders.

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GOAMERICA, INC. AMENDED AND RESTATED STOCK PURCHASE AGREEMENT 7,446,809 SHARES OF SERIES A PREFERRED STOCK September 12, 2007 SCHEDULES AND EXHIBITS
Stock Purchase Agreement • January 18th, 2008 • Clearlake Capital Partners, LLC • Radiotelephone communications • New York

THIS AMENDED AND RESTATED SERIES A PREFERRED STOCK PURCHASE AGREEMENT (this “Agreement”) is made as of September 12, 2007, by and between GoAmerica, Inc., a Delaware corporation (the “Company”), and the investors listed on Schedule A hereto (each, an “Investor” and collectively, the “Investors”), and amends and restates in its entirety that certain Series A Preferred Stock Purchase Agreement dated as of August 1, 2007 among the parties hereto.

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GUARANTEE AND COLLATERAL AGREEMENT dated as of August 1, 2007 among GOAMERICA, INC., the Subsidiaries of the Borrower from time to time party hereto and CLEARLAKE CAPITAL GROUP, LP, as Collateral Agent
Guarantee and Collateral Agreement • August 14th, 2007 • Clearlake Capital Partners, LLC • Radiotelephone communications • New York

GUARANTEE AND COLLATERAL AGREEMENT dated as of August 1, 2007 (this “Agreement”), among GOAMERICA, INC., a Delaware corporation (the “Borrower”), the Subsidiaries of the Borrower from time to time party hereto and CLEARLAKE CAPITAL GROUP, LP (“Clearlake”), as collateral agent (in such capacity, the “Collateral Agent”).

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SERIES B PREFERRED STOCK PURCHASE AGREEMENT
Series B Preferred Stock Purchase Agreement • February 4th, 2010 • Clearlake Capital Partners, LLC • Radiotelephone communications • California

THIS SERIES B PREFERRED STOCK PURCHASE AGREEMENT (this “Agreement”) is made as of December 14, 2009, by and between Purple Communications, Inc., a Delaware corporation (the “Company”), and the investors listed on Schedule A hereto (each, an “Investor” and collectively, the “Investors”).

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SECOND LIEN GUARANTY AND SECURITY AGREEMENT Dated as of January 10, 2008 among GOAMERICA, INC., as Borrower and Each Grantor From Time to Time Party Hereto and CLEARLAKE CAPITAL GROUP, L.P., as Administrative Agent
Second Lien Guaranty and Security Agreement • January 18th, 2008 • Clearlake Capital Partners, LLC • Radiotelephone communications • New York

SECOND LIEN GUARANTY AND SECURITY AGREEMENT, dated as of January 10, 2008, by GOAMERICA, INC., a Delaware corporation, (the “Borrower”), and each of the other entities listed on the signature pages hereof or that becomes a party hereto pursuant to Section 8.6 (together with the Borrower, the “Grantors”), in favor of CLEARLAKE CAPITAL GROUP, L.P., a Delaware limited partnership, as Administrative Agent (in such capacity, together with its successors and permitted assigns, the “Administrative Agent”) for the Lenders and each other Secured Party (each as defined in the Second Lien Credit Agreement referred to below).

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SECOND LIEN CREDIT AGREEMENT Dated as of January 10, 2008 among GOAMERICA, INC., as Borrower, THE LENDERS PARTY HERETO and CLEARLAKE CAPITAL GROUP, L.P., as Administrative Agent,
Second Lien Credit Agreement • January 18th, 2008 • Clearlake Capital Partners, LLC • Radiotelephone communications • New York

This SECOND LIEN CREDIT AGREEMENT, dated as of January 10, 2008, is entered into by and among GOAMERICA, INC., a Delaware corporation (“Borrower”), the Lenders (as defined below), and CLEARLAKE CAPITAL GROUP, L.P., a Delaware limited partnership, as administrative agent for the Lenders (in such capacity, and together with its successors and permitted assigns, the “Administrative Agent”).

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JOINT FILING AGREEMENT
Joint Filing Agreement • August 14th, 2007 • Clearlake Capital Partners, LLC • Radiotelephone communications

This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original instrument, but all of such counterparts together shall constitute but one agreement.

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AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT GOAMERICA, INC. Dated as of January 10, 2008
Investor Rights Agreement • January 18th, 2008 • Clearlake Capital Partners, LLC • Radiotelephone communications • New York

This Amended and Restated Investor Rights Agreement (this “Agreement”) is made as of January 10, 2008 (the “Effective Date”) by and among:

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INVESTOR RIGHTS AGREEMENT GOAMERICA, INC. Dated as of August 1, 2007
Investor Rights Agreement • August 14th, 2007 • Clearlake Capital Partners, LLC • Radiotelephone communications • New York

WHEREAS, the Company and the Sponsors are parties to the Stock Purchase Agreement of even date herewith (the “Initial Stock Purchase Agreement”) in which the Company has agreed to sell to the Sponsors 290,135 shares of Series A Preferred Stock of the Company, par value $.01 per share.

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PURCHASE AGREEMENT
Purchase Agreement • October 17th, 2007 • Clearlake Capital Partners, LLC • Radiotelephone communications • New York

This purchase agreement (the “Agreement”) is entered into this 15th day of October, 2007, by and among CCP A, L.P., a Delaware limited partnership (“Purchaser”), and Zachary Prensky and The Kybartai Trust (Zachary Prensky and The Kybartai Trust, each, a “Seller” and collectively, “Sellers”).

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GOAMERICA, INC. STOCK PURCHASE AGREEMENT 290,135 SHARES OF SERIES A PREFERRED STOCK August 1, 2007
Stock Purchase Agreement • August 14th, 2007 • Clearlake Capital Partners, LLC • Radiotelephone communications • New York

THIS SERIES A PREFERRED STOCK PURCHASE AGREEMENT (this “Agreement”) is made as of August 1, 2007, by and between GoAmerica, Inc., a Delaware corporation (the “Company”), and the investors listed on Schedule A hereto (each, an “Investor” and collectively, the “Investors”).

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AMENDMENT NO. 1 TO AMENDED AND RESTATED SERIES A PREFERRED STOCK PURCHASE AGREEMENT
Preferred Stock Purchase Agreement • January 18th, 2008 • Clearlake Capital Partners, LLC • Radiotelephone communications • New York

This AMENDMENT NO. 1 TO AMENDED AND RESTATED SERIES A PREFERRED STOCK PURCHASE AGREEMENT (this “Amendment”), dated as of January 10, 2008, by and among GoAmerica, Inc., a Delaware corporation, and the investors listed on Schedule A hereto (each an “Investor” and collectively, the “Investors”) to the Amended and Restated Series A Preferred Stock Purchase Agreement dated as of September 12, 2007 (the “Purchase Agreement”). Capitalized terms used herein but not defined herein shall have the meanings set forth in the Purchase Agreement.

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