GOAMERICA, INC. AMENDED AND RESTATED STOCK PURCHASE AGREEMENT 7,446,809 SHARES OF SERIES A PREFERRED STOCK September 12, 2007 SCHEDULES AND EXHIBITSStock 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.
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 AgentSecond 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).
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”).
AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT GOAMERICA, INC. Dated as of January 10, 2008Investor 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:
AMENDMENT NO. 1 TO AMENDED AND RESTATED SERIES A PREFERRED STOCK PURCHASE AGREEMENTPreferred 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.
