GoAmerica, Inc. Hackensack, N 07601 January 8, 2008Merger Agreement • January 23rd, 2008 • Routhier Ed • Radiotelephone communications • Delaware
Reference is made to the Agreement and Plan of Merger dated September 12, 2007, as amended by the side letters dated September 17, 2007, October 8, 2007, October 11, 2007, November 6, 2007 and December 31, 2007 (the “Merger Agreement”), by and among GoAmerica, Inc., a Delaware corporation (“GoAmerica”), the HOVRS Acquisition Corporation, a Delaware corporation and wholly owned subsidiary of GoAmerica, Hands On Video Relay Services, Inc., a Delaware corporation (“Hands On”), and Bill M. McDonagh as stockholders’ agent. Capitalized terms used but not defined herein shall have the meaning set forth in the Merger Agreement.
JOINT FILING AGREEMENTJoint Filing Agreement • January 23rd, 2008 • Routhier Ed • Radiotelephone communications
This Joint Filing Agreement (this “Agreement”) hereby confirms the agreement by and among all of the undersigned in accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, that the Schedule 13D (and any amendment thereto filed by them) to which this Agreement is attached as Exhibit 5 with respect to the beneficial ownership of the undersigned of Shares of GoAmerica, Inc. is being filed on behalf of each of the undersigned.
TRANSFER RESTRICTION AGREEMENTTransfer Restriction Agreement • January 23rd, 2008 • Routhier Ed • Radiotelephone communications • New York
THIS TRANSFER RESTRICTION AGREEMENT (this “Agreement”) is made and entered into as of December 21, 2007 by and among the signatories to this Agreement identified on Schedule A (each a “Holder” and collectively, the “Holders”) to be effective as of and contingent upon the Closing of the Merger (as defined below).
