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Preview Full Doc	2002	Acquisition Agreement Acquisition Agreement (74K) Doc #114928: Click preview link for longer preview. ACQUISITION AGREEMENT THIS ACQUISITION AGREEMENT (this "Agreement") is effective as of September 25, 2002 (the "Effective Date") between EarthLink, Inc., a Delaware corporation ("EarthLink"), GoAmerica, Inc., a Delaware corporation ("Parent"), and GoAmerica Communications Corporation, a Delaware corporation and wholly-owned subsidiary of Parent ("Sub", and together with Parent, "GoAmerica"). RECITALS Parent and Sub are the owners of all right, title and interest in and to the assets described in Exhibit A hereto, which include GoAmerica's subscriber base, among other assets (the "Transferred Assets"), which are used in or related to GoAmerica's wireless data service provider business (the "Business"). GoAmerica desires to sell and assign the Transferred Assets to EarthLink and EarthLink desires to purchase from GoAmerica the Transferred Assets, all on the terms and subject to the conditions set forth in this Agreement. In connection with this Agreement and as elements of an overall strategic relationship, the parties will simultaneously enter into (i) a bilateral Sales Agent Agreement, pursuant to which each party will serve as a sales agent for certain of the products and services of the other party, (ii) a Technology Development Agreement, pursuant to which the parties will develop certain technologies for use in the wireless data services business, (iii) a License Agreement, pursuant to which the GoAmerica will license to EarthLink certain software and other technologies required by EarthLink to service the Transferred Assets, and (iv) an Escrow Agreement, which defines EarthLink's rights to access the source code for certain of the licensed software. This Agreement, together with the Sales Agent Agreement, the Technology Development Agreement, the License Agreement and the Escrow Agreement are referred to collectively as the "Related Agreements." The Parties agree that the Related Agreements collectively represent an integrated transaction and that none of the Related Agreements would have been executed but for the execution of the others. Thus, the Parties agree that the consideration provided for each of the Related Agreements is consideration provided in exchange for the Parties' duties and obligations under all of the Related Agreements and that such consideration is full and fair consideration for each of the Parties' duties and obligations under all of the Related Agreements. NOW THEREFORE, in consideration of the mutual covenants and agreements contained herein and in the Related Agreements and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: {PAGE} AGREEMENT 1. DEFINITIONS. The following terms shall have the following meanings in this Agreement. "Bounty" means the amount that EarthLink will pay GoAmerica for each Qualified Subscriber provided by GoAmerica, which is described as the Applicable Bounty per Qualified Subscriber on Exhibit A. "CDPD Subscriber Transition End Date" means the date on which the transfer of CDPD platform-based Subscribers from GoAmerica's systems onto EarthLink's systems is completed and EarthLink begins to provide wireless services to such Subscribers. 114928	GoAmerica GoAmerica, Inc. ( Communications Services ) As referenced in this Acquisition Agreement: GoAmerica, Inc – AGREEMENT THIS ACQUISITION AGREEMENT (this "Agreement") is effective as of September 25, 2002 (the "Effective Date") between EarthLink, Inc., a Delaware corporation ("EarthLink"), GoAmerica, Inc ., a Delaware corporation ("Parent"), and GoAmerica Communications Corporation, a Delaware corporation and wholly-owned subsidiary of Parent ("Sub", and together with Parent, " _____________ GoAmerica, inc – first $5,000 thereof. 6.2.2 EarthLink. EarthLink agrees to indemnify and hold harmless GoAmerica, and each officer, director, and affiliate of GoAmerica, inc luding without limitation or any successor of GoAmerica (collectively, the "GoAmerica Indemnified Parties") from and against CONFIDENTIAL 12 ACQUISITION AGREEMENT {PAGE} any and _____________ GoAmerica, Inc – courier) addressed to the intended recipient as set forth below: CONFIDENTIAL 15 ACQUISITION AGREEMENT {PAGE} If to GoAmerica: Aaron Dobrinsky Chairman and CEO GoAmerica, Inc . 433 Hackensack Avenue Hackensack, NJ 07601 Fax (201) 527-1772 with a copy to: GoAmerica, Inc. Attn: General Counsel 433 Hackensack Avenue _____________ GoAmerica, Inc – to GoAmerica: Aaron Dobrinsky Chairman and CEO GoAmerica, Inc. 433 Hackensack Avenue Hackensack, NJ 07601 Fax (201) 527-1772 with a copy to: GoAmerica, Inc . Attn: General Counsel 433 Hackensack Avenue Hackensack, NJ 07601 Fax (201) 527-1081 If to EarthLink: Brent Cobb Vice President EarthLink, Inc. _____________ GoAmerica, Inc – Each of the parties has executed this Agreement as of the Effective Date. EarthLink, Inc. By: /s/Brent Cobb ------------------------------------ Brent Cobb, Vice President GoAmerica, Inc . By:/s/Aaron Dobrinsky ------------------------------------- Name: Aaron Dobrinsky Title: CEO GoAmerica Communications Corporation By:/s/Aaron Dobrinsky ------------------------------------- Name: Aaron Dobrinsky Title: CEO [Signature _____________ dt 276494 ; EarthLink EarthLink, Inc. ( Computer Services ) As referenced in this Acquisition Agreement: EarthLink, Inc. – separately with the Securities and Exchange Commission. Asterisks denote omissions. EXECUTION COPY ACQUISITION AGREEMENT THIS ACQUISITION AGREEMENT (this "Agreement") is effective as of September 25, 2002 (the "Effective Date") between EarthLink, Inc. , a Delaware corporation ("EarthLink"), GoAmerica, Inc., a Delaware corporation ("Parent"), and GoAmerica Communications Corporation, a Delaware corporation and wholly-owned subsidiary of Parent ("Sub", and together with Parent, "GoAmerica"). _____________ EarthLink, Inc. – Fax (201) 527-1772 with a copy to: GoAmerica, Inc. Attn: General Counsel 433 Hackensack Avenue Hackensack, NJ 07601 Fax (201) 527-1081 If to EarthLink: Brent Cobb Vice President EarthLink, Inc. 1375 Peachtree Street Atlanta, GA 30309 Fax (404) 892-7616 with copies to: EarthLink, Inc. 1375 Peachtree Street Atlanta, GA 30309 Attn: Legal Department Fax (404) 287-4905 and _____________ EarthLink, Inc. – Avenue Hackensack, NJ 07601 Fax (201) 527-1081 If to EarthLink: Brent Cobb Vice President EarthLink, Inc. 1375 Peachtree Street Atlanta, GA 30309 Fax (404) 892-7616 with copies to: EarthLink, Inc. 1375 Peachtree Street Atlanta, GA 30309 Attn: Legal Department Fax (404) 287-4905 and to Hunton & Williams 600 Peachtree Street, NE Bank of America Plaza, Suite 4100 Atlanta, Georgia _____________ EarthLink, Inc. – Attn: W. Tinley Anderson, III Fax (404) 888-4190 [Signature Page Follows] CONFIDENTIAL 16 ACQUISITION AGREEMENT {PAGE} Each of the parties has executed this Agreement as of the Effective Date. EarthLink, Inc. By: /s/Brent Cobb ------------------------------------ Brent Cobb, Vice President GoAmerica, Inc. By:/s/Aaron Dobrinsky ------------------------------------- Name: Aaron Dobrinsky Title: CEO GoAmerica Communications Corporation By:/s/Aaron Dobrinsky ------------------------------------- Name: Aaron Dobrinsky _____________ dt 1457519 ;	Hunton Hunton & Williams ( Legal ) As referenced in this Acquisition Agreement: Hunton & Williams – 1375 Peachtree Street Atlanta, GA 30309 Attn: Legal Department Fax (404) 287-4905 and to Hunton & Williams 600 Peachtree Street, NE Bank of America Plaza, Suite 4100 Atlanta, Georgia 30309 Attn: dt 37409
Preview Full Doc	2002	Acquisition Agreement Acquisition Agreement (74K) Doc #415967: Click preview link for longer preview. ACQUISITION AGREEMENT THIS ACQUISITION AGREEMENT (this "Agreement") is effective as of September 25, 2002 (the "Effective Date") between EarthLink, Inc., a Delaware corporation ("EarthLink"), GoAmerica, Inc., a Delaware corporation ("Parent"), and GoAmerica Communications Corporation, a Delaware corporation and wholly-owned subsidiary of Parent ("Sub", and together with Parent, "GoAmerica"). RECITALS Parent and Sub are the owners of all right, . . . 415967	GoAmerica GoAmerica, Inc. ( Communications Services ) As referenced in this Acquisition Agreement: GoAmerica, Inc – Commission. Asterisks denote omissions. EXECUTION COPY ACQUISITION AGREEMENT THIS ACQUISITION AGREEMENT (this "Agreement") is effective as of September 25, 2002 (the "Effective Date") between EarthLink, Inc., a Delaware corporation ("EarthLink"), GoAmerica, Inc ., a Delaware corporation ("Parent"), and GoAmerica Communications Corporation, a Delaware corporation and wholly-owned subsidiary of Parent ("Sub", and together with Parent, "GoAmerica"). RECITALS Parent and Sub are the _____________ GoAmerica, inc – for all EarthLink Indemnifiable Costs including the first $5,000 thereof. 6.2.2 EarthLink. EarthLink agrees to indemnify and hold harmless GoAmerica, and each officer, director, and affiliate of GoAmerica, inc luding without limitation or any successor of GoAmerica (collectively, the "GoAmerica Indemnified Parties") from and against CONFIDENTIAL 12 ACQUISITION AGREEMENT {PAGE} any and all damages, losses, claims, liabilities, demands, charges, _____________ GoAmerica, Inc – business day in the case of overnight courier) addressed to the intended recipient as set forth below: CONFIDENTIAL 15 ACQUISITION AGREEMENT {PAGE} If to GoAmerica: Aaron Dobrinsky Chairman and CEO GoAmerica, Inc . 433 Hackensack Avenue Hackensack, NJ 07601 Fax (201) 527-1772 with a copy to: GoAmerica, Inc. Attn: General Counsel 433 Hackensack Avenue Hackensack, NJ 07601 Fax (201) 527-1081 _____________ GoAmerica, Inc – below: CONFIDENTIAL 15 ACQUISITION AGREEMENT {PAGE} If to GoAmerica: Aaron Dobrinsky Chairman and CEO GoAmerica, Inc. 433 Hackensack Avenue Hackensack, NJ 07601 Fax (201) 527-1772 with a copy to: GoAmerica, Inc . Attn: General Counsel 433 Hackensack Avenue Hackensack, NJ 07601 Fax (201) 527-1081 If to EarthLink: Brent Cobb Vice President EarthLink, Inc. 1375 Peachtree Street Atlanta, GA 30309 Fax ( _____________ GoAmerica, Inc – Page Follows] CONFIDENTIAL 16 ACQUISITION AGREEMENT {PAGE} Each of the parties has executed this Agreement as of the Effective Date. EarthLink, Inc. By: /s/Brent Cobb ------------------------------------ Brent Cobb, Vice President GoAmerica, Inc . By:/s/Aaron Dobrinsky ------------------------------------- Name: Aaron Dobrinsky Title: CEO GoAmerica Communications Corporation By:/s/Aaron Dobrinsky ------------------------------------- Name: Aaron Dobrinsky Title: CEO [Signature Page to EarthLink-GoAmerica Acquisition Agreement] CONFIDENTIAL _____________ dt 1337733 ; EarthLink EarthLink, Inc. ( Computer Services ) As referenced in this Acquisition Agreement: EarthLink, Inc. – separately with the Securities and Exchange Commission. Asterisks denote omissions. EXECUTION COPY ACQUISITION AGREEMENT THIS ACQUISITION AGREEMENT (this "Agreement") is effective as of September 25, 2002 (the "Effective Date") between EarthLink, Inc. , a Delaware corporation ("EarthLink"), GoAmerica, Inc., a Delaware corporation ("Parent"), and GoAmerica Communications Corporation, a Delaware corporation and wholly-owned subsidiary of Parent ("Sub", and together with Parent, "GoAmerica"). _____________ EarthLink, Inc. – Fax (201) 527-1772 with a copy to: GoAmerica, Inc. Attn: General Counsel 433 Hackensack Avenue Hackensack, NJ 07601 Fax (201) 527-1081 If to EarthLink: Brent Cobb Vice President EarthLink, Inc. 1375 Peachtree Street Atlanta, GA 30309 Fax (404) 892-7616 with copies to: EarthLink, Inc. 1375 Peachtree Street Atlanta, GA 30309 Attn: Legal Department Fax (404) 287-4905 and _____________ EarthLink, Inc. – Avenue Hackensack, NJ 07601 Fax (201) 527-1081 If to EarthLink: Brent Cobb Vice President EarthLink, Inc. 1375 Peachtree Street Atlanta, GA 30309 Fax (404) 892-7616 with copies to: EarthLink, Inc. 1375 Peachtree Street Atlanta, GA 30309 Attn: Legal Department Fax (404) 287-4905 and to Hunton & Williams 600 Peachtree Street, NE Bank of America Plaza, Suite 4100 Atlanta, Georgia _____________ EarthLink, Inc. – Attn: W. Tinley Anderson, III Fax (404) 888-4190 [Signature Page Follows] CONFIDENTIAL 16 ACQUISITION AGREEMENT {PAGE} Each of the parties has executed this Agreement as of the Effective Date. EarthLink, Inc. By: /s/Brent Cobb ------------------------------------ Brent Cobb, Vice President GoAmerica, Inc. By:/s/Aaron Dobrinsky ------------------------------------- Name: Aaron Dobrinsky Title: CEO GoAmerica Communications Corporation By:/s/Aaron Dobrinsky ------------------------------------- Name: Aaron Dobrinsky _____________ dt 1457524 ;	Hunton Hunton & Williams ( Legal ) As referenced in this Acquisition Agreement: Hunton & Williams – 1375 Peachtree Street Atlanta, GA 30309 Fax (404) 892-7616 with copies to: EarthLink, Inc. 1375 Peachtree Street Atlanta, GA 30309 Attn: Legal Department Fax (404) 287-4905 and to Hunton & Williams 600 Peachtree Street, NE Bank of America Plaza, Suite 4100 Atlanta, Georgia 30309 Attn: W. Tinley Anderson, III Fax (404) 888-4190 [Signature Page Follows] CONFIDENTIAL 16 ACQUISITION AGREEMENT { _____________ dt 1540258
Preview Full Doc	2000	Agreement and Plan of Merger Agreement and Plan of Merger (135K) Doc #416022: Click preview link for longer preview. AGREEMENT AND PLAN OF MERGER BY AND AMONG GOAMERICA, INC., GOAMERICA ACQUISITION II CORP. AND HOTPAPER.COM, INC. TABLE OF CONTENTS ARTICLE I....................................................................1 THE MERGER...................................................................1 1.1 Merger; Effective Time of the Merger........ . . . 416022	GoAmerica GoAmerica, Inc. ( Communications Services ) As referenced in this Agreement and Plan of Merger: GOAMERICA, INC – {DOCUMENT} {TYPE}EX-2 {SEQUENCE}2 {FILENAME}0002.txt {DESCRIPTION}EXHIBIT 2.1 - GOAMERICA, INC . {TEXT} AGREEMENT AND PLAN OF MERGER BY AND AMONG GOAMERICA, INC., GOAMERICA ACQUISITION II CORP. AND HOTPAPER.COM, INC. {PAGE} TABLE OF CONTENTS ARTICLE I....................................................................1 THE MERGER...................................................................1 _____________ GOAMERICA, INC – {DOCUMENT} {TYPE}EX-2 {SEQUENCE}2 {FILENAME}0002.txt {DESCRIPTION}EXHIBIT 2.1 - GOAMERICA, INC. {TEXT} AGREEMENT AND PLAN OF MERGER BY AND AMONG GOAMERICA, INC ., GOAMERICA ACQUISITION II CORP. AND HOTPAPER.COM, INC. {PAGE} TABLE OF CONTENTS ARTICLE I....................................................................1 THE MERGER...................................................................1 1.1 Merger; Effective Time of the Merger.................................1 1.2 _____________ GOAMERICA, INC – 8.14 Mutual Drafting.....................................................34 8.15 Governing Law.......................................................34 8.16 Knowledge...........................................................34 iii {PAGE} AGREEMENT AND PLAN OF MERGER, dated as of August 11, 2000, by and among GOAMERICA, INC ., a Delaware corporation ("GOAM"), GOAMERICA ACQUISITION II CORP., a Delaware corporation and a wholly-owned subsidiary of GOAM ("Sub") and HOTPAPER.COM, INC., a Delaware corporation ("Hotpaper"). WHEREAS, the _____________ GoAmerica, Inc – the following addresses and telecopy numbers (or at such other address or number for a party as shall be specified by like notice): (a) if to GOAM or Sub, to: GoAmerica, Inc . 401 Hackensack Avenue Hackensack, New Jersey 07601 Attention: Mr. Aaron Dobrinsky Telecopy No.: (201) 996-1772 Telephone No.: (201) 996-1717 with a copy to: Buchanan Ingersoll Professional Corporation _____________ GOAMERICA, INC – PAGE} IN WITNESS WHEREOF, GOAM, Sub and Hotpaper have caused this Agreement to be signed by their respective officers thereunto duly authorized, all as of the date first written above. GOAMERICA, INC . By: /s/ Joseph Korb ------------------------------ Name: Joseph Korb Title: Executive Vice President GOAMERICA ACQUISITION II CORP. By: /s/ Aaron Dobrinsky ------------------------------ Name: Aaron Dobrinsky Title: President HOTPAPER.COM, INC. By: /s/ _____________ dt 1337755 ;	Buchanan Buchanan Ingersoll PC ( Legal ) As referenced in this Agreement and Plan of Merger: Buchanan Ingersoll – or (b) the first business day after satisfaction or waiver of the latest to occur of the conditions set forth in Article V (the "Closing Date"), at the offices of Buchanan Ingersoll Professional Corporation, 650 College Road East, Princeton, New Jersey 08540, unless a different date is agreed to by the parties hereto. 1.3 Effects of the Merger. --------------------- At the _____________ Buchanan Ingersoll – the conversion of unexercised Hotpaper stock options as provided in Section 2.4 hereof. 2.2 Exchange of Certificates. ------------------------ (a) EXCHANGE AGENT. Prior to the Closing Date, GOAM shall appoint Buchanan Ingersoll Professional Corporation to act as exchange agent (the "Exchange Agent") in the Merger. (b) GOAM TO PROVIDE COMMON STOCK. Promptly after the Effective Time of the Merger (but in _____________ Buchanan Ingersoll – have received a certificate signed by the President of GOAM to such effect. (c) OPINION OF GOAM'S COUNSEL. Hotpaper shall have received an opinion dated the Closing Date of Buchanan Ingersoll Professional Corporation, counsel to GOAM, in form and substance reasonably satisfactory to Hotpaper and its counsel. (d) CONSENTS. Hotpaper shall have received duly executed copies of all material third- _____________ Buchanan Ingersoll – or Sub, to: GoAmerica, Inc. 401 Hackensack Avenue Hackensack, New Jersey 07601 Attention: Mr. Aaron Dobrinsky Telecopy No.: (201) 996-1772 Telephone No.: (201) 996-1717 with a copy to: Buchanan Ingersoll Professional Corporation 650 College Road East Princeton, New Jersey 08540 Attention: David J. Sorin, Esq. Telecopy No.: (609) 520-0360 Telephone No.: (609) 987-6800 (b) if to Hotpaper, to: _____________ dt 1435663
Preview Full Doc	2005	Agreement and Plan of Reorganization Agreement and Plan of Reorganization (272K) Doc #1068325: Click preview link for longer preview. BY AND AMONG GOAMERICA, INC., a Delaware Corporation ("Acquirer"), HOVRS ACQUISITION CORPORATION, a Delaware Corporation ("VRS Merger Sub"), HOSLS ACQUISITION CORPORATION, a California Corporation ("SLS Merger Sub"), HANDS ON VIDEO RELAY . . . 1068325	GoAmerica GoAmerica, Inc. ( Communications Services ) As referenced in this Agreement and Plan of Reorganization: GOAMERICA, INC – EX-2.1 2 v021098_ex2-1.txt EXHIBIT 2.1 AGREEMENT AND PLAN OF REORGANIZATION BY AND AMONG GOAMERICA, INC ., a Delaware Corporation ("Acquirer"), HOVRS ACQUISITION CORPORATION, a Delaware Corporation ("VRS Merger Sub"), HOSLS ACQUISITION CORPORATION, a California Corporation ("SLS Merger Sub"), HANDS ON VIDEO RELAY SERVICES, INC., a _____________ GOAMERICA, INC – Escrow Agreement -v- AGREEMENT AND PLAN OF REORGANIZATION This AGREEMENT AND PLAN OF REORGANIZATION (the "Agreement") is made and entered into as of July 6, 2005 by and among GOAMERICA, INC , a Delaware corporation ("Acquirer"), HOVRS ACQUISITION CORPORATION, a Delaware corporation ("VRS Merger Sub") and wholly owned subsidiary of Acquirer, HOSLS ACQUISITION CORPORATION, a California corporation ("SLS Merger Sub") and _____________ GoAmerica, Inc – address (or at such other address for a party as shall be specified upon like notice: -66- (a) if to Acquirer, VRS Merger Sub or SLS Merger Sub, to: GoAmerica, Inc . 433 Hackensack Avenue Hackensack, NJ 07601 Attention: CEO Fax: 201-996-1772 Tel: 201-996-1717 with a copy to: Lowenstein Sandler PC 65 Livingston Avenue Roseland, NJ 07068 _____________ GOAMERICA, INC – to be executed and delivered by each of them or their respective officers thereunto duly authorized, all as of the date first written above. HANDS ON VIDEO RELAY SERVICES, INC. GOAMERICA, INC . By: /s/ Ronald E. Obray By: /s/ Daniel R. Luis ----------------------------------- ---------------------------------- Ronald E. Obray Daniel R. Luis President President and Chief Executive Officer HANDS ON SIGN LANGUAGE SERVICES, INC. HOVRS _____________ dt 1337758 ; Gray Cary Gray Cary Ware & Freidenrich ( Legal ) As referenced in this Agreement and Plan of Reorganization: Gray Cary – Sign Language Services, Inc. 595 Menlo Drive Rocklin, CA 95765-3708 Attention: Ronald E. Obray Fax: (916) 435-0624 Tel: (916) 435-3337 with a copy to: DLA Piper Rudnick Gray Cary US LLP 400 Capitol Mall, Suite 2400 Sacramento, CA 95814 Attention: Scott W. Pink Fax: (916) 930-3201 Tel: (916) 930-3200 (c) if to Shareholders' Agent or Denise _____________ Gray Cary – Hands On Video Relay Services, Inc. 595 Menlo Drive Rocklin, CA 95765-3708 Fax: (916) 435-0624 Tel: (916) 435-3337 -67- with a copy to: DLA Piper Rudnick Gray Cary US LLP 400 Capitol Mall, Suite 2400 Sacramento, CA 95814 Attention: Scott W. Pink Fax: (916) 930-3201 Tel: (916) 930-3200 10.2 Definitions. In this Agreement any _____________ dt 1399238 ;	Lowenstein Lowenstein Sandler PC ( Legal ) As referenced in this Agreement and Plan of Reorganization: Lowenstein Sandler – 7.1, 7.2 and 7.3 hereof, or at such other time as the parties hereto agree (the "Closing Date"). The Closing shall take place at the offices of Lowenstein Sandler , Roseland, New Jersey, or at such other location as the parties hereto agree. In connection with the Closing, the parties hereto shall cause the Merger to be consummated by _____________ Lowenstein Sandler – the one hand), and Acquirer, VRS Merger Sub and SLS Merger Sub (on the other hand) shall execute and deliver to both DLA Piper Rudnick Gray Carey US LLP and Lowenstein Sandler PC a letter (each, a "Tax Representation Letter") making reasonable and customary representations relating to certain Tax matters. The Tax Representation Letters shall be sufficient to enable each such _____________ Lowenstein Sandler – VRS Merger Sub or SLS Merger Sub, to: GoAmerica, Inc. 433 Hackensack Avenue Hackensack, NJ 07601 Attention: CEO Fax: 201-996-1772 Tel: 201-996-1717 with a copy to: Lowenstein Sandler PC 65 Livingston Avenue Roseland, NJ 07068 Attention: Laura R. Kuntz Fax: 973-597-2399 Tel: 973-597-2398 (b) if to Hands On Video Relay Services, Inc. or _____________ dt 1416868 ; Piper Rudnick Piper Rudnick ( Legal ) As referenced in this Agreement and Plan of Reorganization: Piper Rudnick – and 7.3(d). The Targets (on the one hand), and Acquirer, VRS Merger Sub and SLS Merger Sub (on the other hand) shall execute and deliver to both DLA Piper Rudnick Gray Carey US LLP and Lowenstein Sandler PC a letter (each, a "Tax Representation Letter") making reasonable and customary representations relating to certain Tax matters. The Tax Representation Letters _____________ Piper Rudnick – Hands On Sign Language Services, Inc. 595 Menlo Drive Rocklin, CA 95765-3708 Attention: Ronald E. Obray Fax: (916) 435-0624 Tel: (916) 435-3337 with a copy to: DLA Piper Rudnick Gray Cary US LLP 400 Capitol Mall, Suite 2400 Sacramento, CA 95814 Attention: Scott W. Pink Fax: (916) 930-3201 Tel: (916) 930-3200 (c) if to Shareholders' Agent _____________ Piper Rudnick – c/o Hands On Video Relay Services, Inc. 595 Menlo Drive Rocklin, CA 95765-3708 Fax: (916) 435-0624 Tel: (916) 435-3337 -67- with a copy to: DLA Piper Rudnick Gray Cary US LLP 400 Capitol Mall, Suite 2400 Sacramento, CA 95814 Attention: Scott W. Pink Fax: (916) 930-3201 Tel: (916) 930-3200 10.2 Definitions. In this _____________ dt 1375403
Preview Full Doc	2007	Agreement and Plan of Merger Agreement and Plan of Merger (348K) Doc #3110022: Click preview link for longer preview. EXECUTION VERSION AGREEMENT AND PLAN OF MERGER BY AND AMONG GOAMERICA, INC., a Delaware corporation ("Acquirer"), HOVRS ACQUISITION CORPORATION, a Delaware corporation ("HOVRS Merger Sub"), HANDS ON VIDEO RELAY SERVICES, INC., . . . 3110022	GoAmerica GoAmerica, Inc. ( Communications Services ) As referenced in this Agreement and Plan of Merger: GOAMERICA, INC – {DOCUMENT} {TYPE}EX-10.1 {SEQUENCE}3 {FILENAME}e28555ex10_1.txt {DESCRIPTION}AGREEMENT {TEXT} Exhibit 10.1 EXECUTION VERSION AGREEMENT AND PLAN OF MERGER BY AND AMONG GOAMERICA, INC ., a Delaware corporation ("Acquirer"), HOVRS ACQUISITION CORPORATION, a Delaware corporation ("HOVRS Merger Sub"), HANDS ON VIDEO RELAY SERVICES, INC., a Delaware corporation ("HOVRS") AND BILL M. MCDONAGH ("Stockholders' Agent") _____________ GOAMERICA, INC – of Incorporation vii {PAGE} AGREEMENT AND PLAN OF MERGER This AGREEMENT AND PLAN OF MERGER (this "Agreement") is made and entered into as of September 12, 2007 by and among GOAMERICA, INC ., a Delaware corporation ("Acquirer"), HOVRS ACQUISITION CORPORATION, a Delaware corporation and a direct wholly owned subsidiary of Acquirer ("HOVRS Merger Sub"), HANDS ON VIDEO RELAY SERVICES, INC., a Delaware _____________ GoAmerica, Inc – Acquirer Material Contract" shall have the meaning set forth in Section 4.14. 2 {PAGE} "Acquirer Option Plans" shall mean, collectively, the GoAmerica Communications Corp. 1999 Stock Option Plan, the GoAmerica, Inc . 1999 Stock Plan, the GoAmerica, Inc. Employee Stock Purchase Plan and the GoAmerica, Inc. 2005 Equity Compensation Plan. "Acquirer Preferred Stock" shall mean the preferred stock, par value $.01, _____________ GoAmerica, Inc – meaning set forth in Section 4.14. 2 {PAGE} "Acquirer Option Plans" shall mean, collectively, the GoAmerica Communications Corp. 1999 Stock Option Plan, the GoAmerica, Inc. 1999 Stock Plan, the GoAmerica, Inc . Employee Stock Purchase Plan and the GoAmerica, Inc. 2005 Equity Compensation Plan. "Acquirer Preferred Stock" shall mean the preferred stock, par value $.01, of Acquirer. "Acquirer Privacy Statements" shall _____________ GoAmerica, Inc – PAGE} "Acquirer Option Plans" shall mean, collectively, the GoAmerica Communications Corp. 1999 Stock Option Plan, the GoAmerica, Inc. 1999 Stock Plan, the GoAmerica, Inc. Employee Stock Purchase Plan and the GoAmerica, Inc . 2005 Equity Compensation Plan. "Acquirer Preferred Stock" shall mean the preferred stock, par value $.01, of Acquirer. "Acquirer Privacy Statements" shall have the meaning set forth in Section 4. _____________ dt 1810944
Preview Full Doc	2000	Asset Purchase Agreement Asset Purchase Agreement (161K) Doc #416015: Click preview link for longer preview. ASSET PURCHASE AGREEMENT by and among GOAMERICA, INC., GOAMERICA COMMUNICATIONS CORP., FLASH CREATIVE MANAGEMENT, INC., and THE SHAREHOLDERS OF FLASH CREATIVE MANAGEMENT, INC. LISTED ON ANNEX I HERETO Dated as of October 31, . . . 416015	GoAmerica GoAmerica, Inc. ( Communications Services ) As referenced in this Asset Purchase Agreement: }GOAMERICA, INC – {DOCUMENT} {TYPE}EX-2.1 {SEQUENCE}2 {FILENAME}0002.txt {DESCRIPTION}GOAMERICA, INC . - ASSET PURCHASE AGREEMENT {TEXT} ================================================================================ ASSET PURCHASE AGREEMENT by and among GOAMERICA, INC., GOAMERICA COMMUNICATIONS CORP., FLASH CREATIVE MANAGEMENT, INC., and THE SHAREHOLDERS OF FLASH CREATIVE MANAGEMENT, INC. LISTED ON _____________ GOAMERICA, INC – {DOCUMENT} {TYPE}EX-2.1 {SEQUENCE}2 {FILENAME}0002.txt {DESCRIPTION}GOAMERICA, INC. - ASSET PURCHASE AGREEMENT {TEXT} ================================================================================ ASSET PURCHASE AGREEMENT by and among GOAMERICA, INC ., GOAMERICA COMMUNICATIONS CORP., FLASH CREATIVE MANAGEMENT, INC., and THE SHAREHOLDERS OF FLASH CREATIVE MANAGEMENT, INC. LISTED ON ANNEX I HERETO Dated as of October 31, 2000 ================================================================================ {PAGE} TABLE OF _____________ GoAmerica, Inc – 9.9. EXPENSES..............................................................45 9.10. NO THIRD PARTY BENEFICIARIES..........................................45 iv {PAGE} ASSET PURCHASE AGREEMENT dated as of the 31st day of October, 2000 (this "Agreement") by and among GoAmerica, Inc ., a Delaware corporation ("Parent"), GoAmerica Communications Corp., a Delaware corporation and wholly-owned subsidiary of Parent ("GoAmerica"), both with offices presently located at 401 Hackensack Avenue, Hackensack, New Jersey _____________ GoAmerica, Inc – P.C. 250 Park Avenue New York, New York 10177 Attn: Mary Anne Mayo, Esq. Phone: (212) 351-4792 Fax: (212) 661-0989 43 {PAGE} If to GoAmerica or Parent: GoAmerica, Inc . 401 Hackensack Avenue Hackensack, New Jersey 07601 Attn: Aaron Dobrinsky Telephone: (201) 996-1717 Fax: (201) 996-1772 With a copy to: Buchanan Ingersoll Professional Corporation 650 College Road _____________ GOAMERICA, INC – have executed this Agreement or caused this Agreement to be duly executed on its behalf by its officer thereunto duly authorized, as of the day and year first above written. GOAMERICA, INC ., a Delaware corporation By: /s/ Aaron Dobrinsky ------------------------------ Name: Aaron Dobrinsky Title: President and CEO GOAMERICA COMMUNICATIONS CORP., a Delaware corporation By: /s/ Aaron Dobrinsky ------------------------------ Name: Aaron Dobrinsky Title: President _____________ dt 1337753 ; Buchanan Buchanan Ingersoll PC ( Legal ) As referenced in this Asset Purchase Agreement: Buchanan Ingersoll – Losses, at the then current market value of Parent Stock. 2.6. Closing Date and Place. Subject to Section 6.1, the Closing shall take place at the offices of Buchanan Ingersoll Professional Corporation, 650 College Road East, Princeton, New Jersey 08540 on November 7, 2000 (the "Closing Date"), or such other date or place as is mutually agreed upon by _____________ Buchanan Ingersoll – PAGE} If to GoAmerica or Parent: GoAmerica, Inc. 401 Hackensack Avenue Hackensack, New Jersey 07601 Attn: Aaron Dobrinsky Telephone: (201) 996-1717 Fax: (201) 996-1772 With a copy to: Buchanan Ingersoll Professional Corporation 650 College Road East Princeton, New Jersey 08540 Attn: David J. Sorin, Esq. Telephone: (609) 987-6800 Fax: (609) 520-0360 or to such other place and with _____________ dt 1435661 ;	Epstein Becker Epstein Becker & Green ( Legal ) As referenced in this Asset Purchase Agreement: Epstein Becker – Seller: Flash Creative Management, Inc. c/o David Blumenthal 452 Churchill Road Teaneck, NJ 07666 With a copy to: Yair Alan Griver 439 Maple Hill Drive Hackensack, NJ 07601 -and- Epstein Becker & Green, P.C. 250 Park Avenue New York, New York 10177 Attn: Mary Anne Mayo, Esq. Phone: (212) 351-4792 Fax: (212) 661-0989 43 {PAGE} If to GoAmerica _____________ dt 1335506
Full Doc	2008	R E C I T a L S R E C I T a L S (7K) Doc #3249009: This document is immediately available for purchase, but does not have a preview available for viewing. 3249009	GoAmerica GoAmerica, Inc. ( Communications Services )
Preview Full Doc	2008	Goamerica, Inc. Goamerica, Inc. (70K) Doc #3248999: Click preview link for longer preview. Execution Version AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF GOAMERICA, INC. GoAmerica, Inc., a corporation organized and existing under the laws of the State of Delaware (the "Corporation"), hereby certifies as follows: ONE: The Certificate of Incorporation of the Corporation was originally filed with the Secretary of State of the State of Delaware on . . . 3248999	GoAmerica GoAmerica, Inc. ( Communications Services ) As referenced in this Goamerica, Inc.: GOAMERICA, INC – A&R CERTIFICATE OF INCORPORATION Exhibit 3.1 Execution Version AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF GOAMERICA, INC . GoAmerica, Inc., a corporation organized and existing under the laws of the State of Delaware (the "Corporation"), hereby certifies as follows: ONE: The Certificate of Incorporation of the Corporation _____________ GoAmerica, Inc – A&R CERTIFICATE OF INCORPORATION Exhibit 3.1 Execution Version AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF GOAMERICA, INC. GoAmerica, Inc ., a corporation organized and existing under the laws of the State of Delaware (the "Corporation"), hereby certifies as follows: ONE: The Certificate of Incorporation of the Corporation was originally _____________ "GoAmerica, Inc – as follows: ONE: The Certificate of Incorporation of the Corporation was originally filed with the Secretary of State of the State of Delaware on December 1, 1999, under the name "GoAmerica, Inc ." A Restated Certificate of Incorporation of the Corporation was filed with the Secretary of State of the State of Delaware on August 18, 2005, under the name "GoAmerica, Inc." _____________ "GoAmerica, Inc – name "GoAmerica, Inc." A Restated Certificate of Incorporation of the Corporation was filed with the Secretary of State of the State of Delaware on August 18, 2005, under the name "GoAmerica, Inc ." A Certificate of Designations, Powers, Preferences and Rights of the Series A Preferred Stock (par value $0.01 per share) was filed with the Secretary of State of the _____________ GoAmerica, Inc – The Restated Certificate of Incorporation of the Corporation shall be amended and restated to read in full as follows: ARTICLE I --------- The name of the corporation (hereinafter, the "Corporation") is GoAmerica, Inc . ARTICLE II ---------- The address of the Corporation's registered office in the State of Delaware is Corporation Service Corporation, 2711 Centerville Road, Suite 400, Wilmington, County of New Castle, _____________ dt 1874351
Preview Full Doc	2001	Channel Partner Agreement for Authorized Service Providers Channel Partner Agreement for Authorized Service Providers (134K) Doc #415995: Click preview link for longer preview. Ricochet RICOCHET(TM) CHANNEL PARTNER AGREEMENT FOR AUTHORIZED SERVICE PROVIDERS THIS RICOCHET(TM) CHANNEL PARTNER AGREEMENT FOR AUTHORIZED SERVICE PROVIDERS (THE "AGREEMENT") is made as of the 1ST DAY OF SEPTEMBER, 2000 (the "Effective Date") by and between METRICOM, INC., a Delaware corporation ("METRICOM"), and GOAMERICA COMMUNICATIONS CORPORATION, a Delaware corporation ("AUTHORIZED SERVICE PROVIDER" or "ASP") with its principal offices at 401 Hackensack Avenue, Hackensack, New Jersey 07601 (together, the "Parties"). RECITALS WHEREAS, Metricom has developed a proprietary wireless, mobile Internet access service that Metricom intends to market under the name Ricochet(TM) (the "SERVICE") as more fully defined and attached as EXHIBIT A hereto; and WHEREAS, Metricom desires to appoint ASP as a non-exclusive reseller of the Service in the Territory (as hereinafter defined), and ASP wishes to accept such appointment, all pursuant to the terms and conditions set forth in this Agreement; NOW, THEREFORE, in consideration of the mutual covenants, promises, representations and warranties set forth herein, the parties hereby agree as follows: AGREEMENT 1. DEFINITIONS. Unless the context clearly requires otherwise, each of the following terms, when used herein with initial capitals, shall have the meaning set forth for such term below: 1.1 "AFFILIATE" means, when used with respect to one of the Parties hereto, any legal entity or entities controlling, controlled by, or under common control with a party to this Agreement. The term "control" as used in the immediately preceding sentence means the right to the exercise, directly or indirectly, of more than fifty percent (50%) of the voting rights attributable to the shares, partnership interests, membership shares, or other similar evidences of ownership of such controlled party. 1.2 "ASP SUBSCRIBER" means a Subscriber who has been registered for the Service by the ASP or by any ASP Reseller in accordance with this Agreement. 1.3 "GSA" means a Geographical Service Area defined as a city, together with nearby communities that have a high degree of economic and social integration with that city, including suburban areas generally considered part of the same metropolitan area. The population covered within each GSA will be at least as large as set forth on EXHIBIT B. 1.4 "MARKET LAUNCH SCHEDULE" means the schedule according to which Metricom intends to deploy the network through which Metricom will provide the Service. {TABLE} {CAPTION} {S} {C} {C} Rev. 083000 GoAmerica Authorized Service Provider Agreement Page 1 of 41 Metricom Initials: GoAmerica Initials: ------------ Confidential & Proprietary ------------ Not for use or disclosure outside of Metricom or Contractor except under written permission {/TABLE} {PAGE} 2 Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. 1.5 "MARKS" means trademarks, service marks, logos, and trade names, whether or not registered. 1.6 "NETWORK COVERED AREA" means that portion of the GSA to be covered by the network (including the square miles set forth in the Market Launch Schedule). 1.7 "NON-COMPETE CUSTOMERS" means [**]., or their respective affiliates. 1.8 "PROMOTIONAL MATERIALS" means promotional publications, documents, software, equipment or other marketing collateral prepared or disseminated by Metricom in connection with its efforts to promote the Service to Subscribers. 1.9 "RESELLER" means any third party to whom ASP has granted the right to resell the Service to end users pursuant to SECTION 3.2. 1.10 "SERVICE YEAR" means a twelve-month period commencing upon the date that the Service is first ready for commercial operation in Phase I GSAs as determined by Metricom and communicated in writing to ASP and each anniversary thereof. 1.11 "SUBSCRIBER" means a single, individual end user of the Service. 1.12 "SUBSCRIBER DOCUMENTATION" means documentation prepared and disseminated by Metricom (in hard copy, electronic and/or online form) for use by Subscribers and ASP's sales and support organizations regarding the proper installation, set-up, troubleshooting and operation of the Service. 1.13 "TERRITORY" means the fifty (50) states of the United States of America and Canada. 1.14 "TOTAL NET CUMULATIVE SUBSCRIBERS (TNCS)" means the total number of ASP Subscribers registered in accordance with this Agreement as of any given date, less the number of ASP Subscribers that have canceled their subscriptions to the Service prior to such date. 1.15 "UNRESTRICTED ACCESS" means the ability to access and use the Service anywhere in the Territory where the Service is then-currently available. 2. RESALE OF THE SERVICE. 2.1 APPOINTMENT. Metricom hereby appoints ASP, and ASP hereby accepts appointment, as Metricom's non-exclusive reseller of the Service in the Territory. In connection therewith, ASP will identify, register, and provide sales support and customer support to ASP Subscribers in accordance with this Agreement. 415995	GoAmerica GoAmerica, Inc. ( Communications Services ) ;	Metricom Metricom, Inc. ( Computer Services ) As referenced in this Channel Partner Agreement for Authorized Service Providers: METRICOM, INC. – SERVICE PROVIDERS THIS RICOCHET(TM) CHANNEL PARTNER AGREEMENT FOR AUTHORIZED SERVICE PROVIDERS (THE "AGREEMENT") is made as of the 1ST DAY OF SEPTEMBER, 2000 (the "Effective Date") by and between METRICOM, INC. , a Delaware corporation ("METRICOM"), and GOAMERICA COMMUNICATIONS CORPORATION, a Delaware corporation ("AUTHORIZED SERVICE PROVIDER" or "ASP") with its principal offices at 401 Hackensack Avenue, Hackensack, New Jersey 07601 (together, _____________ Metricom, Inc. – address and/or addressee for receipt of notices by giving notice of the new address and/or addressee to the other party. IF TO METRICOM, TO: IF TO ASP, TO: Metricom, Inc. GoAmerica Communications Corporation 333 West Julian Street 401 Hackensack Avenue San Jose, CA 95110 Hackensack, New Jersey 07601 Facsimile: (408) 282-3076 Facsimile: 201/996-1772 Attention: Business Licensing _____________ METRICOM, INC. – under written permission {/TABLE} {PAGE} 17 REMAINDER OF PAGE INTENTIONALLY LEFT BLANK IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date. {TABLE} {CAPTION} {S} {C} METRICOM, INC. ASP: GOAMERICA COMMUNICATIONS CORPORATION By: /s/ John Wernke By: /s/ Francis J. Elenio -------------------------------- -------------------------------- John Wernke Name: Francis J. Elenio Sr. Vice President, Marketing and ------------------------------ Sales Title: CFO ----------------------------- {/TABLE} REMAINDER _____________ Metricom, Inc. – the Securities and Exchange Commission. Asterisks denote omissions. EXHIBIT A: SERVICES OFFERING TO RICOCHET(TM) CHANNEL PARTNER AGREEMENT FOR AUTHORIZED SERVICE PROVIDERS PURPOSE: This document describes the Ricochet services which Metricom, Inc. will be offering to ASP. INTRODUCTION: Ricochet is a nationwide mobile data service offering the fastest wireless data connections to mobile professionals in small, medium and large corporations and _____________ Metricom, Inc. – PARTNER AGREEMENT FOR AUTHORIZED SERVICE PROVIDERS The following sets forth the terms and conditions applicable to your use of the Ricochet(R) Wireless Communications Service ("Ricochet") provided to you by Metricom, Inc. (R) ("Metricom"). By agreeing to use Ricochet or upon commencing use of Ricochet, you agree to use Ricochet in accordance with the terms and conditions of this Agreement and _____________ dt 1449557
Preview Full Doc	2007	Credit Agreement Credit Agreement (227K) Doc #2978164: Click preview link for longer preview. Execution Version 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 Table of Contents Page ARTICLE I Definitions SECTION 1.01. Defined Terms 1 SECTION 1.02. Terms Generally 18 SECTION 1.03. Independence of Covenants . . . 2978164	GoAmerica GoAmerica, Inc. ( Communications Services ) As referenced in this Credit Agreement: GOAMERICA, INC – Credit Agreement EX-7.04 5 dex704.htm CREDIT AGREEMENT Exhibit 7.04 Execution Version 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 Table of Contents Page ARTICLE I Definitions SECTION 1.01. Defined Terms 1 SECTION _____________ GOAMERICA, INC – D - Form of Promissory Note Exhibit E - Form of Opinion of Lowenstein Sandler PC Exhibit F - Form of Borrowing Notice v 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 _____________ GOAMERICA, INC – Act. 70 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first above written. GOAMERICA, INC ., as the Borrower By /s/ Daniel R. Luis Name: Daniel R. Luis Title: Chief Executive Officer CLEARLAKE CAPITAL GROUP, LP, as Administrative Agent and Collateral Agent By: CCG Operations, _____________ dt 1810940
Preview Full Doc	2008	Credit Agreement Credit Agreement (443K) Doc #3249001: Click preview link for longer preview. Execution Version ================================================================================ CREDIT AGREEMENT Dated as of January 10, 2008 among GOAMERICA, INC., as Borrower, THE LENDERS AND L/C ISSUERS PARTY HERETO and CHURCHILL FINANCIAL LLC, . . . 3249001	GoAmerica GoAmerica, Inc. ( Communications Services ) As referenced in this Credit Agreement: GOAMERICA, INC – CREDIT AGREEMENT Exhibit 10.1 Execution Version ================================================================================ CREDIT AGREEMENT Dated as of January 10, 2008 among GOAMERICA, INC ., as Borrower, THE LENDERS AND L/C ISSUERS PARTY HERETO and CHURCHILL FINANCIAL LLC, as Administrative Agent, and ABLECO FINANCE LLC, as Collateral Agent ================================================================================ TABLE OF CONTENTS Page _____________ GOAMERICA, INC – and Security Agreement Exhibit I - Form of Intercreditor Agreement Exhibit J - Initial Projections -vi- This 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), the L/C Issuers (as defined below), CHURCHILL FINANCIAL LLC, a Delaware limited liability company ("Churchill"), as administrative agent for _____________ /GoAmerica, Inc – to such payment) in immediately available Dollars and without setoff or counterclaim: US Bank NA St. Paul, Minnesota ABA No. - 091000022 Account Number - 173103781352 Account Name/Reference: Churchill Financial LLC/GoAmerica, Inc . Attention: Kyle Harcourt and Mike Kam The Administrative Agent shall promptly thereafter cause to be distributed immediately available funds relating to the payment of principal, interest or fees to _____________ GOAMERICA, INC – Follow] 102 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective officers thereunto duly authorized, as of the date first above written. GOAMERICA, INC ., as Borrower By: /s/ Daniel R. Luis -------------------------- Name: Daniel R. Luis Title: Chief Executive Officer S-1 AGENT: ------ CHURCHILL FINANCIAL LLC, as Administrative Agent By: /s/ Christopher Cox -------------------- _____________ dt 1874352
Full Doc	2007	Employee Share Purchase Plan Employee Share Purchase Plan (11K) Doc #3194370: This document is immediately available for purchase, but does not have a preview available for viewing. 3194370	GoAmerica GoAmerica, Inc. ( Communications Services )
Preview Full Doc	2004	Employment Agreement Employment Agreement (27K) Doc #415923: Click preview link for longer preview. EMPLOYMENT AGREEMENT THIS AGREEMENT made effective as of the 10th day of March, 2004 (the "Effective Date") by and between GoAmerica, Inc., a Delaware corporation with its principal place of business at 433 Hackensack Avenue, Hackensack, New Jersey 07601 (the "Company"), and Donald Barnhart (the "Employee"). WITNESSETH: WHEREAS, the Company desires to secure the continued employment of the Employee in accordance with the provisions of this Agreement; and WHEREAS, the Employee desires and is willing to accept continued employment with the Company in accordance herewith; and WHEREAS, the Company and the Employee previously executed a retention letter agreement dated September 12, 2003 (the "Retention Agreement"); and WHEREAS, the Company and the Employee desire the Employee to take a more active role in the financial and day to day operations of the Company. NOW THEREFORE, in consideration of the premises and mutual covenants contained herein, and intending to be legally bound hereby, the parties hereto agree as follows: 1. Term. The Company hereby agrees to employ the Employee and the Employee hereby agrees to serve the Company pursuant to the terms and conditions of this Agreement as Vice President, Chief Financial Officer, or in such alternate position which the Company shall determine in its discretion with a title of no less than "Vice President" in an area of the Employee's competency, for an initial term commencing as of 1:00 p.m. on the Effective Date hereof and expiring on the second anniversary thereof (the "Initial Term"), unless sooner terminated in accordance with the terms hereof. On the expiration of the Initial Term and on each yearly anniversary thereof, the Agreement shall automatically renew for an additional one-year period (the "Renewal Term"), unless sooner terminated in accordance with the provisions of Section 5 or unless either party notifies the other party in writing of its intentions not to renew this Agreement not less than sixty (60) days prior to such expiration date or {PAGE} anniversary, as the case may be. Notwithstanding anything to the contrary in this Agreement, if either party elects prior to September 12, 2004 to terminate the Employee's employment other than for cause, the notice period shall be no less than ninety (90) days prior to termination. 2. Positions and Duties. The Employee's duties hereunder shall be those which shall be prescribed from time to time by the Board of Directors of the Company (the "Board of Directors") in accordance with the bylaws of the Company. The Employee will hold, such other executive offices in the Company and its subsidiaries to which he may be elected, appointed or assigned by the Board of Directors from time to time and will discharge such executive duties in connection therewith. The Employee shall devote his full working time, energy and skill (reasonable absences for vacations and illness excepted), to the business of the Company as is necessary in order to perform such duties faithfully, competently and diligently; provided, however, that notwithstanding any provision in this Agreement to the contrary, the Employee shall not be precluded from devoting reasonable periods of time required for serving as a member of boards of companies which have been approved by the Board of Directors or participating in non-business organizations so long as such memberships or activities do not interfere with the performance of the Employee's duties hereunder. 3. Compensation. During the term of this Agreement, the Employee shall receive, for all services rendered to the Company hereunder, the following (hereinafter referred to as "Compensation"): (a) Base Salary. For the term hereof, the Employee shall be paid an annual base salary equal to $165,000. The Employee's annual base salary shall be payable in equal installments in accordance with the Company's general salary payment policies but no less frequently than monthly. Such base salary shall be reviewed, and any increases in the amount thereof shall be determined, by the Board of Directors or its compensation committee (the "Compensation Committee") at the end of each calendar year of employment during the term hereof. Such base salary may be decreased if done in conjunction with similar pro rata decreases in base salary for other executives within the Company. 2 {PAGE} (b) Bonuses. The Employee shall be eligible for and may receive bonuses. The amount of such bonuses, if any, shall be solely within the discretion of the Board of Directors or the Compensation Committee. (c) Incentive Compensation. The Employee shall be eligible for awards from the Company's incentive compensation plans, including without limitation any stock option plans, applicable to high level executive officers of the Company or to key employees of the Company or its subsidiaries, in the discretion of the 415923	GoAmerica GoAmerica, Inc. ( Communications Services ) As referenced in this Employment Agreement: GoAmerica, Inc – EX-10.3 {SEQUENCE}4 {FILENAME}v02953_ex10-3.txt {TEXT} EMPLOYMENT AGREEMENT THIS AGREEMENT made effective as of the 10th day of March, 2004 (the "Effective Date") by and between GoAmerica, Inc ., a Delaware corporation with its principal place of business at 433 Hackensack Avenue, Hackensack, New Jersey 07601 (the "Company"), and Donald Barnhart (the "Employee"). WITNESSETH: WHEREAS, the Company desires _____________ GoAmerica, Inc – this Agreement to be executed and attested by its duly authorized officers, and the Employee has set his hand, all as of the day and year first above written. ATTEST: GoAmerica, Inc . {TABLE} {CAPTION} {S} {C} /s/ Wayne D. Smith By: /s/ Daniel R. Luis ----------------------------- ------------------------------- Wayne D. Smith Daniel R. Luis Vice President, General Counsel and Secretary Chief Executive Officer Address: _____________ dt 1337724 ;	Donald Barnhart
Preview Full Doc	2002	Employment Agreement Employment Agreement (35K) Doc #415971: Click preview link for longer preview. EMPLOYMENT AGREEMENT THIS AGREEMENT made effective as of the 6th day of May, 2002 (the "Effective Date") by and between GoAmerica, Inc., a Delaware corporation with its principal place of business at 433 Hackensack Avenue, Hackensack, New Jersey 07601 (the "Company"), and Aaron Dobrinsky (the "Employee"). WITNESSETH: WHEREAS, the Company desires to secure the continued employment of the Employee in accordance with the provisions of this Agreement; and WHEREAS, the Employee desires and is willing to accept continued employment with the Company in accordance herewith. NOW THEREFORE, in consideration of the premises and mutual covenants contained herein, and intending to be legally bound hereby, the parties hereto agree as follows: 1. Term. The Company hereby agrees to employ the Employee and the Employee hereby agrees to serve the Company pursuant to the terms and conditions of this Agreement as Chairman of the Board and Chief Executive Officer of the Company, or in such alternate position which the Company shall determine in its discretion with a title of no less than "Senior Vice President" in an area of the Employee's competency, for an initial term commencing on the Effective Date hereof and expiring on the third anniversary thereof (the "initial term"), unless sooner terminated in accordance with the terms hereof. On the expiration of the initial term and on each yearly anniversary thereof, the Agreement shall automatically renew for an additional one-year period (the "Renewal Term"), unless sooner terminated in accordance with the provisions of Section 5 or unless either party notifies the other party in writing of its intentions not to renew this Agreement not less than sixty (60) days prior to such expiration date or anniversary, as the case may be. {PAGE} 2. Positions and Duties. (a) Duties. The Employee's duties hereunder shall be those which shall be prescribed from time to time by the Board of Directors of the Company (the "Board of Directors") in accordance with the bylaws of the Company. The Employee will hold such other executive offices in the Company and its subsidiaries to which he may be elected, appointed or assigned by the Board of Directors from time to time and will discharge such executive duties in connection therewith. The Employee shall devote his full working time, energy and skill (reasonable absences for vacations and illness excepted), to the business of the Company as is necessary in order to perform such duties faithfully, competently and diligently; provided, however, that notwithstanding any provision in this Agreement to the contrary, the Employee shall not be precluded from devoting reasonable periods of time required for serving as a member of boards of companies which have been approved by the Board of Directors or participating in non-business organizations so long as such memberships or activities do not interfere with the performance of the Employee's duties hereunder. (b) Board Nomination. So long as the Employee is the Chairman of the Board and Chief Executive Officer of the Company, the Company will use reasonable commercial efforts to obtain the nomination and election of the Employee as a director of the Company. In the event that the Employee is elected as a director of the Company, the Employee shall perform all duties incident to such directorship faithfully, diligently and competently and in the best interests of the Company. 3. Compensation. During the term of this Agreement, the Employee shall receive, for all services rendered to the Company hereunder, the following (hereinafter referred to as "Compensation"): 2 {PAGE} (a) Base Salary. For the term hereof, the Employee shall be paid an annual base salary equal to $225,000. The Employee's annual base salary shall be payable in equal installments in accordance with the Company's general salary payment policies but no less frequently than monthly. Such base salary shall be reviewed, and any increases in the amount thereof shall be determined, by the Board of Directors or a compensation committee formed by the Board of Directors (the "Compensation Committee") at the end of each calender year of employment during the term hereof. Such base salary may be decreased if done in conjunction with similar pro rata decreases in base salary for other executives within the Company. (b) Bonuses. The Employee shall be eligible for and may receive bonuses. The amount of such bonuses, if any, shall be solely within the discretion of the Board of Directors or, if formed, the Compensation Committee thereof. (c) Incentive Compensation. The Employee shall be eligible for awards from the Company's incentive compensation plans, including without limitation any stock option plans, applicable to high level executive officers of the Company or to key employees of the Company or its subsidiaries, in the discretion of the Board of Directors or, if formed, the Compensation Committee thereof (d) Automobile Allowance. The Company shall provide to the Employee a fixed automobile allowance of eight hundred dollars ($800.00) per month to be used by Employee for automobile lease payments, insurance and related taxes during the term of this Agreement. In addition, automobile expenses incurred in connection with the performance of the Employee's duties hereunder with respect to tolls, gasoline and automobile maintenance are the responsibility of the Company and shall be paid by the Company. 3 {PAGE} (e) Benefits. The Employee and his "dependents," as that term may be defined under the applicable benefit plan(s) of the Company, shall be included, 415971	GoAmerica GoAmerica, Inc. ( Communications Services ) As referenced in this Employment Agreement: GoAmerica, Inc – txt {DESCRIPTION}EXHIBIT 10.1 EMPLOYMENT AGREEMENT WITH DOBRINSKY {TEXT} EMPLOYMENT AGREEMENT THIS AGREEMENT made effective as of the 6th day of May, 2002 (the "Effective Date") by and between GoAmerica, Inc ., a Delaware corporation with its principal place of business at 433 Hackensack Avenue, Hackensack, New Jersey 07601 (the "Company"), and Aaron Dobrinsky (the "Employee"). WITNESSETH: WHEREAS, the Company desires _____________ GoAmerica, Inc – this Agreement to be executed and attested by its duly authorized officers, and the Employee has set his hand, all as of the day and year first above written. ATTEST: GoAmerica, Inc . ____________________________________ By:_________________________________ Francis J. Elenio, Secretary Joseph Korb, Executive Vice Chairman Address: 433 Hackensack Avenue Hackensack, New Jersey 07601 WITNESS: EMPLOYEE ------------------------------------ Aaron Dobrinsky Address: ____________________________ ----------------------------- 15 {PAGE} EXHIBIT _____________ GoAmerica, Inc – ____________________________________ By:_________________________________ Francis J. Elenio, Secretary Joseph Korb, Executive Vice Chairman Address: 433 Hackensack Avenue Hackensack, New Jersey 07601 WITNESS: EMPLOYEE ------------------------------------ Aaron Dobrinsky Address: ____________________________ ----------------------------- 15 {PAGE} EXHIBIT A GoAmerica, Inc . EMPLOYEE'S INVENTION ASSIGNMENT AND CONFIDENTIALITY AGREEMENT In consideration of my employment or continued employment by GoAmerica, Inc., a Delaware corporation or any subsidiary or parent corporation thereof (the " _____________ GoAmerica, Inc – Jersey 07601 WITNESS: EMPLOYEE ------------------------------------ Aaron Dobrinsky Address: ____________________________ ----------------------------- 15 {PAGE} EXHIBIT A GoAmerica, Inc. EMPLOYEE'S INVENTION ASSIGNMENT AND CONFIDENTIALITY AGREEMENT In consideration of my employment or continued employment by GoAmerica, Inc ., a Delaware corporation or any subsidiary or parent corporation thereof (the "Company"), I hereby represent and agree as follows: 1. I understand that the Company is engaged in the _____________ dt 1337735 ;	Aaron Dobrinsky
Preview Full Doc	2002	Employment Agreement Employment Agreement (36K) Doc #415972: Click preview link for longer preview. EMPLOYMENT AGREEMENT THIS AGREEMENT made effective as of the 6th day of May, 2002 (the "Effective Date") by and between GoAmerica, Inc., a Delaware corporation with its principal place of business at 433 Hackensack Avenue, Hackensack, New Jersey 07601 (the "Company"), and Joseph Korb (the "Employee"). WITNESSETH: WHEREAS, the Company desires to secure the continued employment of the Employee in accordance with the provisions of this Agreement; and WHEREAS, the Employee desires and is willing to accept continued employment with the Company in accordance herewith. NOW THEREFORE, in consideration of the premises and mutual covenants contained herein, and intending to be legally bound hereby, the parties hereto agree as follows: 1. Term. The Company hereby agrees to employ the Employee and the Employee hereby agrees to serve the Company pursuant to the terms and conditions of this Agreement as Executive Vice Chairman of the Board of the Company, or in such alternate position which the Company shall determine in its discretion with a title of no less than "Senior Vice President" in an area of the Employee's competency, for an initial term commencing on the Effective Date hereof and expiring on the third anniversary thereof (the "initial term"), unless sooner terminated in accordance with the terms hereof. On the expiration of the initial term and on each yearly anniversary thereof, the Agreement shall automatically renew for an additional one-year period (the "Renewal Term"), unless sooner terminated in accordance with the provisions of Section 5 or unless either party notifies the other party in writing of its intentions not to renew this Agreement not less than sixty (60) days prior to such expiration date or anniversary, as the case may be. {PAGE} 2. Positions and Duties. (a) Duties The Employee's duties hereunder shall be those which shall be prescribed from time to time by the Board of Directors of the Company (the "Board of Directors") in accordance with the bylaws of the Company. The Employee will hold, such other executive offices in the Company and its subsidiaries to which he may be elected, appointed or assigned by the Board of Directors from time to time and will discharge such executive duties in connection therewith. The Employee shall devote his full working time, energy and skill (reasonable absences for vacations and illness excepted), to the business of the Company as is necessary in order to perform such duties faithfully, competently and diligently; provided, however, that notwithstanding any provision in this Agreement to the contrary, the Employee shall not be precluded from devoting reasonable periods of time required for serving as a member of boards of companies which have been approved by the Board of Directors or participating in non-business organizations so long as such memberships or activities do not interfere with the performance of the Employee's duties hereunder. (b) Board Nomination. So long as the Employee is the Vice Chairman of the Board of the Company, the Company will use reasonable commercial efforts to obtain the nomination and election of the Employee as a director of the Company. In the event that the Employee is elected as a director of the Company, the Employee shall perform all duties incident to such directorship faithfully, diligently and competently and in the best interests of the Company. 3. Compensation. During the term of this Agreement, the Employee shall receive, for all services rendered to the Company hereunder, the following (hereinafter referred to as "Compensation"): 2 {PAGE} (a) Base Salary. For the term hereof, the Employee shall be paid an annual base salary equal to $225,000. The Employee's annual base salary shall be payable in equal installments in accordance with the Company's general salary payment policies but no less frequently than monthly. Such base salary shall be reviewed, and any increases in the amount thereof shall be determined, by the Board of Directors or a compensation committee formed by the Board of Directors (the "Compensation Committee") at the end of each calendar year of employment during the term hereof. Such base salary may be decreased if done in conjunction with similar pro rata decreases in base salary for other executives within the Company. (b) Bonuses. The Employee shall be eligible for and may receive bonuses. The amount of such bonuses, if any, shall be solely within the discretion of the Board of Directors or, if formed, the Compensation Committee thereof. (c) Incentive Compensation. The Employee shall be eligible for awards from the Company's incentive compensation plans, including without limitation any stock option plans, applicable to high level executive officers of the Company or to key employees of the Company or its subsidiaries, in the discretion of the Board of Directors or, if formed, the Compensation Committee thereof. (d) Automobile Allowance. The Company shall provide to the Employee a fixed automobile allowance of eight hundred dollars ($800.00) per month to be used by Employee for automobile lease payments, insurance and related taxes during the term of this Agreement. In addition, automobile expenses incurred in connection with the performance of the Employee's duties hereunder with respect to tolls, gasoline and automobile maintenance are the responsibility of the Company and shall be paid by the Company. 3 {PAGE} (e) Benefits. The Employee and his "dependents," as that term may be defined under the applicable benefit plan(s) of the Company, shall be included, 415972	GoAmerica GoAmerica, Inc. ( Communications Services ) As referenced in this Employment Agreement: GoAmerica, Inc – txt {DESCRIPTION}EXHIBIT 10.2 EMPLOYMENT AGREEMENT WITH KORB {TEXT} EMPLOYMENT AGREEMENT THIS AGREEMENT made effective as of the 6th day of May, 2002 (the "Effective Date") by and between GoAmerica, Inc ., a Delaware corporation with its principal place of business at 433 Hackensack Avenue, Hackensack, New Jersey 07601 (the "Company"), and Joseph Korb (the "Employee"). WITNESSETH: WHEREAS, the Company desires _____________ GoAmerica, Inc – this Agreement to be executed and attested by its duly authorized officers, and the Employee has set his hand, all as of the day and year first above written. ATTEST: GoAmerica, Inc . _________________________________ By:________________________________ Francis J. Elenio, Secretary Aaron Dobrinsky, Chairman and Chief Executive Officer Address: 433 Hackensack Avenue Hackensack, New Jersey 07601 WITNESS: EMPLOYEE ---------------------------------- ---------------------------------- Joseph Korb Address: __________________________ -------------------------- --------------------------- 15 { _____________ GoAmerica, Inc – ________________________________ Francis J. Elenio, Secretary Aaron Dobrinsky, Chairman and Chief Executive Officer Address: 433 Hackensack Avenue Hackensack, New Jersey 07601 WITNESS: EMPLOYEE ---------------------------------- ---------------------------------- Joseph Korb Address: __________________________ -------------------------- --------------------------- 15 {PAGE} EXHIBIT A GoAmerica, Inc . EMPLOYEE'S INVENTION ASSIGNMENT AND CONFIDENTIALITY AGREEMENT In consideration of my employment or continued employment by GoAmerica, Inc., a Delaware corporation or any subsidiary or parent corporation thereof (the " _____________ GoAmerica, Inc – Jersey 07601 WITNESS: EMPLOYEE ---------------------------------- ---------------------------------- Joseph Korb Address: __________________________ -------------------------- --------------------------- 15 {PAGE} EXHIBIT A GoAmerica, Inc. EMPLOYEE'S INVENTION ASSIGNMENT AND CONFIDENTIALITY AGREEMENT In consideration of my employment or continued employment by GoAmerica, Inc ., a Delaware corporation or any subsidiary or parent corporation thereof (the "Company"), I hereby represent and agree as follows: 1. I understand that the Company is engaged in the _____________ dt 1337736 ;	Joseph Korb
Preview Full Doc	2002	Employment Agreement [Amended and Restated] Employment Agreement [Amended and Restated] (35K) Doc #415973: Click preview link for longer preview. AMENDED AND RESTATED EMPLOYMENT AGREEMENT THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT made effective as of the 6th day of May 2002 (the "Effective Date") by and between GoAmerica, Inc., a Delaware corporation (the "Company"), and Daniel R. Luis (the "Employee"). WITNESSETH: WHEREAS, the Company desires to secure the continued employment of the Employee in accordance with the provisions of this Agreement; and WHEREAS, the Employee desires and is willing to accept continued employment with the Company in accordance herewith; and WHEREAS, the Company and the Employee desire the Employee to take a more active role in the day to day operations of the Company; and WHEREAS, the Employee is moving to the New Jersey area in connection with his new responsibilities; and WHEREAS, the Company and the Employee desire to amend and restate the Employee's Employment Agreement, dated July 1, 2001 (the "Employment Agreement"), hereby, to reflect new obligations and conditions on each, as a result of the changed circumstances discussed above. NOW THEREFORE, in consideration of the premises and mutual covenants contained herein, and intending to be legally bound hereby, the parties hereto agree as follows: 1. Term. The Company hereby agrees to employ the Employee and the Employee hereby agrees to serve the Company pursuant to the terms and conditions of this Agreement. The Employee will occupy the position of President and Chief Operating Officer of the Company or {PAGE} in such alternate position which the Company shall determine in its discretion with a title of no less than "Senior Vice President" in an area of the Employee's competency. Employee shall serve the Company for an initial term commencing on the Effective Date hereof and expiring on July 4, 2004 (the "initial term"). On the expiration of the initial term and on each yearly anniversary thereof, the Agreement shall automatically renew for an additional one-year period (the "Renewal Term"), unless sooner terminated in accordance with the provisions of Section 5 or unless either party notifies the other party in writing of its intentions not to renew this Agreement not less than sixty (60) days prior to such expiration date or anniversary, as the case may be. 2. Positions and Duties. Duties. As President and Chief Operating Officer, the Employee's duties hereunder shall be those which shall be prescribed from time to time by the Chief Executive Officer or Board of Directors of the Company. The Employee shall devote his full working time, energy and skill (reasonable absences for vacations and illness excepted), to the business of the Company as is necessary in order to perform such duties faithfully, competently and diligently; provided, however, that notwithstanding any provision in this Agreement to the contrary, the Employee shall not be precluded from devoting reasonable periods of time required for serving as a member of boards of companies which have been approved by the Chief Executive Officer or Board of Directors of the Company or participating in non-business organizations so long as such memberships or activities do not interfere with the performance of the Employee's duties hereunder. 3. Compensation. During the term of this Agreement, the Employee shall receive, for all services rendered to the Company hereunder, the following (hereinafter referred to as - 2 - {PAGE} "Compensation"): (a) Base Salary. For the term hereof, the Employee shall be paid an annual base salary equal to $225,000.00. The Employee's annual base salary shall be payable in equal installments in accordance with the Company's general salary payment policies but no less frequently than monthly. Such base salary shall be reviewed, and any increases in the amount thereof shall be determined, by the Board of Directors of the Company or a compensation committee formed by the Board of Directors (the "Compensation Committee") of the Company at the end of each calendar year of employment during the term hereof. Such base salary may be decreased if done in conjunction with similar pro rata decreases in base salary for other executives within the Company. (b) Bonuses. The Employee shall be eligible for and may receive bonuses. The amount of such bonuses, if any, shall be solely within the discretion of the Board of Directors of the Company or the Compensation Committee thereof. (c) Incentive Compensation. The Employee shall be eligible for awards from the Company's incentive compensation plans, including without limitation any stock option plans applicable to high level executive officers of the Company or to key employees of the Company or its subsidiaries, in the discretion of the Board of Directors or, if formed, the Compensation Committee thereof. (d) Benefits. The Employee and his "dependents," as that term may be defined under the applicable benefit plan(s) of the Company, shall be included, to the extent - 3 - {PAGE} eligible thereunder, in any and all plans, programs and policies which provide benefits for employees and their dependents. Such plans, programs and policies may include health care insurance, long-term disability plans, life insurance, supplemental disability insurance, supplemental life insurance, holidays and other similar or comparable benefits made available to the Company's employees. (e) Automobile Allowance. The Company shall provide to the Employee a fixed automobile allowance of five hundred dollars ($500.00) per month to be used by Employee for automobile lease payments, insurance and related taxes during the term of this Agreement. In addition, automobile expenses incurred in connection with the performance of the Employee's duties hereunder with respect to tolls, gasoline and automobile maintenance are the responsibility of the Company and shall be paid by the Company. (f) Expenses. Subject to and in accordance with the Company's policies and procedures, the Employee hereby is authorized to incur, and, upon presentation of itemized accounts, shall be reimbursed by the Company for, any 415973	GoAmerica GoAmerica, Inc. ( Communications Services ) As referenced in this Employment Agreement [Amended and Restated]: GoAmerica, Inc – WITH LUIS {TEXT} AMENDED AND RESTATED EMPLOYMENT AGREEMENT THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT made effective as of the 6th day of May 2002 (the "Effective Date") by and between GoAmerica, Inc ., a Delaware corporation (the "Company"), and Daniel R. Luis (the "Employee"). WITNESSETH: WHEREAS, the Company desires to secure the continued employment of the Employee in accordance with the provisions _____________ GoAmerica, Inc – this Agreement to be executed and attested by its duly authorized officers, and the Employee has set his hand, all as of the day and year first above written. ATTEST: GoAmerica, Inc . __________________________ By:_____________________________ Aaron Dobrinsky Chairman and Chief Executive Officer Address: 433 Hackensack Avenue Hackensack, New Jersey 07601 WITNESS: EMPLOYEE -------------------------- ------------------------------- Daniel R. Luis Address:______________________________ ------------------------------ ------------------------------ - 17 - {PAGE} EXHIBIT A _____________ GoAmerica, Inc – Inc. __________________________ By:_____________________________ Aaron Dobrinsky Chairman and Chief Executive Officer Address: 433 Hackensack Avenue Hackensack, New Jersey 07601 WITNESS: EMPLOYEE -------------------------- ------------------------------- Daniel R. Luis Address:______________________________ ------------------------------ ------------------------------ - 17 - {PAGE} EXHIBIT A GoAmerica, Inc . EMPLOYEE'S INVENTION ASSIGNMENT AND CONFIDENTIALITY AGREEMENT In consideration of my employment or continued employment by GoAmerica, Inc., a Delaware corporation or any subsidiary or parent corporation thereof (the " _____________ GoAmerica, Inc – 07601 WITNESS: EMPLOYEE -------------------------- ------------------------------- Daniel R. Luis Address:______________________________ ------------------------------ ------------------------------ - 17 - {PAGE} EXHIBIT A GoAmerica, Inc. EMPLOYEE'S INVENTION ASSIGNMENT AND CONFIDENTIALITY AGREEMENT In consideration of my employment or continued employment by GoAmerica, Inc ., a Delaware corporation or any subsidiary or parent corporation thereof (the "Company"), I hereby represent and agree as follows: 1. I understand that the Company is engaged in the _____________ dt 1337737 ;	Daniel R. Luis
Preview Full Doc	2002	Employment Agreement Employment Agreement (34K) Doc #415974: Click preview link for longer preview. EMPLOYMENT AGREEMENT THIS AGREEMENT made effective as of the 6th day of May, 2002 (the "Effective Date") by and between GoAmerica, Inc., a Delaware corporation with its principal place of business at 433 Hackensack Avenue, Hackensack, New Jersey 07601 (the "Company"), and Francis J. Elenio (the "Employee"). WITNESSETH: WHEREAS, the Company desires to secure the continued employment of the Employee in accordance with the provisions of this Agreement; and WHEREAS, the Employee desires and is willing to accept continued employment with the Company in accordance herewith. NOW THEREFORE, in consideration of the premises and mutual covenants contained herein, and intending to be legally bound hereby, the parties hereto agree as follows: 1. Term. The Company hereby agrees to employ the Employee and the Employee hereby agrees to serve the Company pursuant to the terms and conditions of this Agreement as Chief Financial Officer, or in such alternate position which the Company shall determine in its discretion with a title of no less than "Vice President" in an area of the Employee's competency, for an initial term commencing on the Effective Date hereof and expiring on the third anniversary thereof (the "initial term"), unless sooner terminated in accordance with the terms hereof. On the expiration of the initial term and on each yearly anniversary thereof, the Agreement shall automatically renew for an additional one-year period (the "Renewal Term"), unless sooner terminated in accordance with the provisions of Section 5 or unless either party notifies the other party in writing of its intentions not to renew this Agreement not less than sixty (60) days prior to such expiration date or anniversary, as the case may be. 2. Positions and Duties. The Employee's duties hereunder shall be those which shall be prescribed from time to time by the Board of Directors of the Company (the "Board of Directors") in accordance with the bylaws of the Company. The Employee will hold, such other executive offices in the Company and its subsidiaries to which he may be elected, appointed or {PAGE} assigned by the Board of Directors from time to time and will discharge such executive duties in connection therewith. The Employee shall devote his full working time, energy and skill (reasonable absences for vacations and illness excepted), to the business of the Company as is necessary in order to perform such duties faithfully, competently and diligently; provided, however, that notwithstanding any provision in this Agreement to the contrary, the Employee shall not be precluded from devoting reasonable periods of time required for serving as a member of boards of companies which have been approved by the Board of Directors or participating in non-business organizations so long as such memberships or activities do not interfere with the performance of the Employee's duties hereunder. 3. Compensation. During the term of this Agreement, the Employee shall receive, for all services rendered to the Company hereunder, the following (hereinafter referred to as "Compensation"): (a) Base Salary. For the term hereof, the Employee shall be paid an annual base salary equal to $180,000. The Employee's annual base salary shall be payable in equal installments in accordance with the Company's general salary payment policies but no less frequently than monthly. Such base salary shall be reviewed, and any increases in the amount thereof shall be determined, by the Board of Directors or a compensation committee formed by the Board of Directors (the "Compensation Committee") at the end of each calendar year of employment during the term hereof. Such base salary may be decreased if done in conjunction with similar pro rata decreases in base salary for other executives within the Company. (b) Bonuses. The Employee shall be eligible for and may receive bonuses. The amount of such bonuses, if any, shall be solely within the discretion of the Board of Directors or, if formed, the Compensation Committee thereof. (c) Incentive Compensation. The Employee shall be eligible for awards from the Company's incentive compensation plans, including without limitation any stock option plans, applicable to high level executive officers of the Company or to key employees of the Company or its subsidiaries, in the discretion of the Board of Directors or, if formed, the Compensation Committee thereof. 2 {PAGE} (d) Automobile Allowance. The Company shall provide to the Employee a fixed automobile allowance of five hundred dollars ($500.00) per month to be used by Employee for automobile lease payments, insurance and related taxes during the term of this Agreement. In addition, automobile expenses incurred in connection with the performance of the Employee's duties hereunder with respect to tolls, gasoline and automobile maintenance are the responsibility of the Company and shall be paid by the Company. (e) Benefits. The Employee and his "dependents," as that term may be defined under the applicable benefit plan(s) of the Company, shall be included, to the extent eligible thereunder, in any and all plans, programs and policies which provide benefits for employees and their dependents. Such plans, programs and policies may include health care insurance, long-term disability plans, life insurance, supplemental disability insurance, supplemental life insurance, holidays and other similar or comparable benefits made available to the Company's employees. (f) Expenses. Subject to and in accordance with the Company's policies and procedures, the Employee hereby is authorized to incur, and, upon presentation 415974	GoAmerica GoAmerica, Inc. ( Communications Services ) As referenced in this Employment Agreement: GoAmerica, Inc – txt {DESCRIPTION}EXHIBIT 10.4 EMPLOYMENT AGREEMENT WITH ELENIO {TEXT} EMPLOYMENT AGREEMENT THIS AGREEMENT made effective as of the 6th day of May, 2002 (the "Effective Date") by and between GoAmerica, Inc ., a Delaware corporation with its principal place of business at 433 Hackensack Avenue, Hackensack, New Jersey 07601 (the "Company"), and Francis J. Elenio (the "Employee"). WITNESSETH: WHEREAS, the Company _____________ GoAmerica, Inc – this Agreement to be executed and attested by its duly authorized officers, and the Employee has set his hand, all as of the day and year first above written. ATTEST: GoAmerica, Inc . __________________________________ By:______________________________ Joseph Korb, Executive Vice-Chairman Aaron Dobrinsky Chairman and Chief Executive Officer Address: 433 Hackensack Avenue Hackensack, New Jersey 07601 WITNESS: EMPLOYEE ---------------------------------- ---------------------------------- Francis J. Elenio Address: _____________ GoAmerica, Inc – Korb, Executive Vice-Chairman Aaron Dobrinsky Chairman and Chief Executive Officer Address: 433 Hackensack Avenue Hackensack, New Jersey 07601 WITNESS: EMPLOYEE ---------------------------------- ---------------------------------- Francis J. Elenio Address: __________________________ -------------------------- -------------------------- 12 {PAGE} EXHIBIT A GoAmerica, Inc . EMPLOYEE'S INVENTION ASSIGNMENT AND CONFIDENTIALITY AGREEMENT In consideration of my employment or continued employment by GoAmerica, Inc., a Delaware corporation or any subsidiary or parent corporation thereof (the " _____________ GoAmerica, Inc – 07601 WITNESS: EMPLOYEE ---------------------------------- ---------------------------------- Francis J. Elenio Address: __________________________ -------------------------- -------------------------- 12 {PAGE} EXHIBIT A GoAmerica, Inc. EMPLOYEE'S INVENTION ASSIGNMENT AND CONFIDENTIALITY AGREEMENT In consideration of my employment or continued employment by GoAmerica, Inc ., a Delaware corporation or any subsidiary or parent corporation thereof (the "Company"), I hereby represent and agree as follows: 1. I understand that the Company is engaged in the _____________ dt 1337738 ;	Francis J. Elenio
Preview Full Doc	2002	Employment Agreement Employment Agreement (34K) Doc #415975: Click preview link for longer preview. EMPLOYMENT AGREEMENT THIS AGREEMENT made effective as of the 6th day of May, 2002 (the "Effective Date") by and between GoAmerica, Inc., a Delaware corporation with its principal place of business at 433 Hackensack Avenue, Hackensack, New Jersey 07601 (the "Company"), and Jesse Odom (the "Employee"). WITNESSETH: WHEREAS, the Company desires to secure the continued employment of the Employee in accordance with the provisions of this Agreement; and WHEREAS, the Employee desires and is willing to accept continued employment with the Company in accordance herewith. NOW THEREFORE, in consideration of the premises and mutual covenants contained herein, and intending to be legally bound hereby, the parties hereto agree as follows: 1. Term. The Company hereby agrees to employ the Employee and the Employee hereby agrees to serve the Company pursuant to the terms and conditions of this Agreement as Chief Technology Officer of the Company, or in such alternate position which the Company shall determine in its discretion with a title of no less than "Vice President" in an area of the Employee's competency, for an initial term commencing on the Effective Date hereof and expiring on the third anniversary thereof (the "initial term"), unless sooner terminated in accordance with the terms hereof. On the expiration of the initial term and on each yearly anniversary thereof, the Agreement shall automatically renew for an additional one-year period (the "Renewal Term"), unless sooner terminated in accordance with the provisions of Section 5 or unless either party notifies the other party in writing of its intentions not to renew this Agreement not less than sixty (60) days prior to such expiration date or anniversary, as the case may be. {PAGE} 2. Positions and Duties. The Employee's duties hereunder shall be those which shall be prescribed from time to time by the Board of Directors of the Company (the "Board of Directors") in accordance with the bylaws of the Company. The Employee will hold, such other executive offices in the Company and its subsidiaries to which he may be elected, appointed or assigned by the Board of Directors from time to time and will discharge such executive duties in connection therewith. The Employee shall devote his full working time, energy and skill (reasonable absences for vacations and illness excepted), to the business of the Company as is necessary in order to perform such duties faithfully, competently and diligently; provided, however, that notwithstanding any provision in this Agreement to the contrary, the Employee shall not be precluded from devoting reasonable periods of time required for serving as a member of boards of companies which have been approved by the Board of Directors or participating in non-business organizations so long as such memberships or activities do not interfere with the performance of the Employee's duties hereunder. 3. Compensation. During the term of this Agreement, the Employee shall receive, for all services rendered to the Company hereunder, the following (hereinafter referred to as "Compensation"): (a) Base Salary. For the term hereof, the Employee shall be paid an annual base salary equal to $180,000. The Employee's annual base salary shall be payable in equal installments in accordance with the Company's general salary payment policies but no less frequently than monthly. Such base salary shall be reviewed, and any increases in the amount thereof shall be determined, by the Board of Directors or a compensation committee formed by the Board of Directors (the "Compensation Committee") at the end of each calendar year of 2 {PAGE} employment during the term hereof. Such base salary may be decreased if done in conjunction with similar pro rata decreases in base salary for other executives within the Company. (b) Bonuses. The Employee shall be eligible for and may receive bonuses. Any such bonus shall be solely within the discretion of the Board of Directors and the Compensation Committee thereof. (c) Incentive Compensation. The Employee shall be eligible for awards from the Company's incentive compensation plans, including without limitation any stock option plans, applicable to high level executive officers of the Company or to key employees of the Company or its subsidiaries, in the discretion of the Board of Directors or, if formed, the Compensation Committee thereof. (d) Automobile Allowance. The Company shall provide to the Employee a fixed automobile allowance of five hundred dollars ($500.00) per month to be used by Employee for automobile lease payments, insurance and related taxes during the term of this Agreement. In addition, automobile expenses incurred in connection with the performance of the Employee's duties hereunder with respect to tolls, gasoline and automobile maintenance are the responsibility of the Company and shall be paid by the Company. (e) Benefits. The Employee and his "dependents," as that term may be defined under the applicable benefit plan(s) of the Company, shall be included, to the extent eligible thereunder, in any and all plans, programs and policies which provide benefits for employees and their dependents. Such plans, programs and policies may include health care insurance, long-term disability plans, life insurance, supplemental disability insurance, supplemental life 3 {PAGE} insurance, holidays and other similar or comparable benefits made available to the Company's employees. (f) Expenses. Subject to and in accordance with the Company's policies and procedures, the Employee hereby is authorized to incur, and, upon presentation 415975	GoAmerica GoAmerica, Inc. ( Communications Services ) As referenced in this Employment Agreement: GoAmerica, Inc – txt {DESCRIPTION}EXHIBIT 10.5 EMPLOYMENT AGREEMENT WITH ODOM {TEXT} EMPLOYMENT AGREEMENT THIS AGREEMENT made effective as of the 6th day of May, 2002 (the "Effective Date") by and between GoAmerica, Inc ., a Delaware corporation with its principal place of business at 433 Hackensack Avenue, Hackensack, New Jersey 07601 (the "Company"), and Jesse Odom (the "Employee"). WITNESSETH: WHEREAS, the Company desires _____________ GoAmerica, Inc – this Agreement to be executed and attested by its duly authorized officers, and the Employee has set his hand, all as of the day and year first above written. ATTEST: GoAmerica, Inc . ---------------------------------- ----------------------------------- Francis J. Elenio, Secretary Aaron Dobrinsky Chairman and Chief Executive Officer Address: 433 Hackensack Avenue Hackensack, New Jersey 07601 WITNESS: EMPLOYEE ---------------------------------- ---------------------------------- Jesse Odom Address: __________________________ -------------------------- -------------------------- 16 {PAGE} EXHIBIT A _____________ GoAmerica, Inc – Inc. ---------------------------------- ----------------------------------- Francis J. Elenio, Secretary Aaron Dobrinsky Chairman and Chief Executive Officer Address: 433 Hackensack Avenue Hackensack, New Jersey 07601 WITNESS: EMPLOYEE ---------------------------------- ---------------------------------- Jesse Odom Address: __________________________ -------------------------- -------------------------- 16 {PAGE} EXHIBIT A GoAmerica, Inc . EMPLOYEE'S INVENTION ASSIGNMENT AND CONFIDENTIALITY AGREEMENT In consideration of my employment or continued employment by GoAmerica, Inc., a Delaware corporation or any subsidiary or parent corporation thereof (the " _____________ GoAmerica, Inc – Jersey 07601 WITNESS: EMPLOYEE ---------------------------------- ---------------------------------- Jesse Odom Address: __________________________ -------------------------- -------------------------- 16 {PAGE} EXHIBIT A GoAmerica, Inc. EMPLOYEE'S INVENTION ASSIGNMENT AND CONFIDENTIALITY AGREEMENT In consideration of my employment or continued employment by GoAmerica, Inc ., a Delaware corporation or any subsidiary or parent corporation thereof (the "Company"), I hereby represent and agree as follows: 1. I understand that the Company is engaged in the _____________ dt 1337739 ;	Jesse Odom
Preview Full Doc	2001	Employment Agreement Employment Agreement (25K) Doc #415983: Click preview link for longer preview. EMPLOYMENT AGREEMENT THIS AGREEMENT made effective as of the 1st day of July 2001 (the "Effective Date") by and between GoAmerica, Inc., a Delaware corporation (the "Company"), and Daniel R. Luis (the "Employee"). WITNESSETH: WHEREAS, the Company desires to secure the employment of the Employee in accordance with the provisions of this Agreement; and WHEREAS, the Employee desires and is willing to accept employment with the Company in accordance herewith. NOW THEREFORE, in consideration of the premises and mutual covenants contained herein, and intending to be legally bound hereby, the parties hereto agree as follows: 1. Term. The Company hereby agrees to employ the Employee and the Employee hereby agrees to serve the Company pursuant to the terms and conditions of this Agreement. The Employee will occupy the position of President and Chief Executive Officer of Wynd Communications Corporation, a wholly owned subsidiary ("Subsidiary") of the Company and Senior Vice President for Corporate Development for the Company, or any other executive position as may be required by the Company from time to time. Employee shall serve Company for an initial term commencing on the Effective Date hereof and expiring on the second anniversary thereof (the "initial term"). On the expiration of the initial term and on each yearly anniversary thereof, the Agreement shall automatically renew for an additional one-year period (the "Renewal Term"), unless sooner terminated in accordance with the provisions of Section 5 {PAGE} or unless either party notifies the other party in writing of its intentions not to renew this Agreement not less than sixty (60) days prior to such expiration date or anniversary, as the case may be. 2. Positions and Duties. (a) Duties. The Employee's duties hereunder shall be those which shall be prescribed from time to time by the President, Chief Executive Officer or Board of Directors of the Company. The Employee shall devote his full working time, energy and skill (reasonable absences for vacations and illness excepted), to the business of the Company as is necessary in order to perform such duties faithfully, competently and diligently; provided, however, that notwithstanding any provision in this Agreement to the contrary, the Employee shall not be precluded from devoting reasonable periods of time required for serving as a member of boards of companies which have been approved by the President, Chief Executive Officer or Board of Directors of the Company or participating in non-business organizations so long as such memberships or activities do not interfere with the performance of the Employee's duties hereunder. It is understood and agreed that if the Company hereafter sells or otherwise alters the corporate structure of the Subsidiary and thereafter retains the Employee's employment, the Employee will retain a position with the Company with a title no lower than that of a Vice President level employee. Such change in position shall in no way trigger any rights pursuant to section 5(c) hereof. (b) Board Nomination. So long as the Employee is the President and Chief Executive Officer of the Subsidiary, the Company will use diligent efforts to obtain the nomination and election of the Employee as a director of the Subsidiary. In the event that the Employee is -2- {PAGE} elected as a director of the Subsidiary, the Employee shall perform all duties incident to such directorship faithfully, diligently and competently and in the best interests of the Company. 3. Compensation. During the term of this Agreement, the Employee shall receive, for all services rendered to the Company hereunder, the following (hereinafter referred to as "Compensation"): (a) Base Salary. For the term hereof, the Employee shall be paid an annual base salary equal to $175,000. The Employee's annual base salary shall be payable in equal installments in accordance with the Company's general salary payment policies but no less frequently than monthly. Such base salary shall be reviewed, and any increases in the amount thereof shall be determined, by the Board of Directors of the Company or a compensation committee formed by the Board of Directors (the "Compensation Committee") of the Company at the end of each 12-month period of employment during the term hereof. (b) Bonuses. The Employee shall be eligible for and may receive bonuses. The amount of such bonuses, if any, shall be solely within the 415983	GoAmerica GoAmerica, Inc. ( Communications Services ) As referenced in this Employment Agreement: GoAmerica, Inc – SEQUENCE}7 {FILENAME}ex10-3.txt {DESCRIPTION}EMPLOYMENT AGREEMENT {TEXT} EMPLOYMENT AGREEMENT THIS AGREEMENT made effective as of the 1st day of July 2001 (the "Effective Date") by and between GoAmerica, Inc ., a Delaware corporation (the "Company"), and Daniel R. Luis (the "Employee"). WITNESSETH: WHEREAS, the Company desires to secure the employment of the Employee in accordance with the provisions of _____________ GoAmerica, Inc – this Agreement to be executed and attested by its duly authorized officers, and the Employee has set his hand, all as of the day and year first above written. ATTEST: GoAmerica, Inc . /s/ Francis J. Elenio By: /s/ Aaron Dobrinsky -------------------------- ----------------------------- Aaron Dobrinsky Chairman & Chief Executive Officer Address: 433 Hackensack Avenue Hackensack, New Jersey 07601 WITNESS: EMPLOYEE /s/ Kellie Boeller /s/ Daniel _____________ dt 1337742 ;	Daniel R. Luis
Preview Full Doc	2001	Employment Agreement Employment Agreement (29K) Doc #416006: Click preview link for longer preview. EMPLOYMENT AGREEMENT THIS AGREEMENT made effective as of the 1st day of November 2000 (the "Effective Date") by and between GoAmerica, Inc., a Delaware corporation with its principal place of business at 401 Hackensack Avenue, Hackensack, New Jersey 07601 (the "Company"), and David Blumenthal (the "Employee"). WITNESSETH: WHEREAS, the Company desires to secure the employment of the Employee in accordance with the provisions of this Agreement; and WHEREAS, the Employee desires and is willing to accept employment with the Company in accordance herewith. NOW THEREFORE, in consideration of the premises and mutual covenants contained herein, and intending to be legally bound hereby, the parties hereto agree as follows: 1. Term. The Company hereby agrees to employ the Employee and the Employee hereby agrees to serve the Company pursuant to the terms and conditions of this Agreement as Chief Operating Officer of the Company, or in a position at least commensurate therewith in all material respects, for an initial term commencing on the Effective Date hereof and expiring on the third anniversary thereof (the "Initial Term"). On the expiration of the Initial Term and on each yearly anniversary thereof, the Agreement shall automatically renew for an additional one-year period (the "Renewal Term"), unless sooner terminated in accordance with the provisions of Section 5 or unless either party notifies the other party in writing of its intentions not to renew this Agreement not less than sixty (60) days prior to such expiration date or anniversary, as the case may be. {PAGE} 2 2. Positions and Duties. (a) Duties. The Employee's duties hereunder shall be those which shall be prescribed from time to time by the Board of Directors in accordance with the bylaws of the Company and shall include such executive duties, powers and responsibilities as customarily attend the office of Chief Operating Officer of a company comparable to the Company. The Employee will hold, in addition to the office of Chief Operating Officer of the Company, such other executive offices in the Company and its subsidiaries to which he may be elected, appointed or assigned by the Board of Directors from time to time and will discharge such executive duties in connection therewith. During the employment period, the Employee's position (including status, offices and reporting requirements), authority, duties and responsibilities shall be at least commensurate in all material respects with the most significant of those held, exercised and assigned immediately preceding the Effective Date. The Employee shall devote his full working time, energy and skill (reasonable absences for vacations and illness excepted), to the business of the Company as is necessary in order to perform such duties faithfully, competently and diligently; provided, however, that notwithstanding any provision in this Agreement to the contrary, the Employee shall not be precluded from devoting reasonable periods of time required for serving as a member of boards of companies which have been approved by the Board of Directors or participating in non-business organizations so long as such memberships or activities do not interfere with the performance of the Employee's duties hereunder. -2- {PAGE} 3 3. Compensation. During the term of this Agreement, the Employee shall receive, for all services rendered to the Company hereunder, the following (hereinafter referred to as "Compensation"): (a) Base Salary. The Employee shall be paid an initial base salary at the rate of $175,000 per year. Effective January 1, 2001, the initial base salary shall be subject to an increase at the standard rate of any increases for similarly situated executive employees. Thereafter, such base salary shall be reviewed, and any increases in the amount thereof shall be determined by the Board of Directors or a compensation committee formed by the Board of Directors (the "Compensation Committee") annually during the term hereof. The Employee's base salary shall be payable in equal installments in accordance with the Company's general salary payment policies but no less frequently than monthly. (b) Bonuses. The Employee shall be eligible for and may receive bonuses. The amount of such bonus shall be solely within the discretion of the Board of Directors or, if formed, the Compensation Committee thereof. (c) Incentive Compensation. The Employee shall be eligible for awards from the Company's incentive compensation plans, including without limitation any stock option plans, applicable to high level executive officers of the 416006	GoAmerica GoAmerica, Inc. ( Communications Services ) As referenced in this Employment Agreement: GoAmerica, Inc – AGREEMENT FOR DAVID BLUMENTHAL {TEXT} {PAGE} 1 Exhibit 10.37 EMPLOYMENT AGREEMENT THIS AGREEMENT made effective as of the 1st day of November 2000 (the "Effective Date") by and between GoAmerica, Inc ., a Delaware corporation with its principal place of business at 401 Hackensack Avenue, Hackensack, New Jersey 07601 (the "Company"), and David Blumenthal (the "Employee"). WITNESSETH: WHEREAS, the Company desires _____________ GoAmerica, Inc – this Agreement to be executed and attested by its duly authorized officers, and the Employee has set his hand, all as of the day and year first above written. ATTEST: GoAmerica, Inc . /s/ Francis J. Elenio By:/s/ Aaron Dobrinsky ------------------------------------ -------------------------------- Francis J. Elenio, Secretary Aaron Dobrinsky, President Address: --------------------------- --------------------------- --------------------------- WITNESS: EMPLOYEE /s/ Lior Hod /s/ David Blumenthal ------------------------------------ ----------------------------------- David Blumenthal Address: 452 Churchill _____________ dt 1337749 ;	David Blumenthal
Preview Full Doc	2001	Employment Agreement Employment Agreement (29K) Doc #416007: Click preview link for longer preview. EMPLOYMENT AGREEMENT THIS AGREEMENT made effective as of the 1st day of November 2000 (the "Effective Date") by and between GoAmerica, Inc., a Delaware corporation with its principal place of business at 401 Hackensack Avenue, Hackensack, New Jersey 07601 (the "Company"), and Alan Griver (the "Employee"). WITNESSETH: WHEREAS, the Company desires to secure the employment of the Employee in accordance with the provisions of this Agreement; and WHEREAS, the Employee desires and is willing to accept employment with the Company in accordance herewith. NOW THEREFORE, in consideration of the premises and mutual covenants contained herein, and intending to be legally bound hereby, the parties hereto agree as follows: 1. Term. The Company hereby agrees to employ the Employee and the Employee hereby agrees to serve the Company pursuant to the terms and conditions of this Agreement as Chief Information Officer of the Company, or in a position at least commensurate therewith in all material respects, for an initial term commencing on the Effective Date hereof and expiring on the third anniversary thereof (the "Initial Term"). On the expiration of the Initial Term and on each yearly anniversary thereof, the Agreement shall automatically renew for an additional one-year period (the "Renewal Term"), unless sooner terminated in accordance with the provisions of Section 5 or unless either party notifies the other party in writing of its intentions not to renew this Agreement not less than sixty (60) days prior to such expiration date or anniversary, as the case may be. {PAGE} 2 2. Positions and Duties. (a) Duties. The Employee's duties hereunder shall be those which shall be prescribed from time to time by the Board of Directors in accordance with the bylaws of the Company and shall include such executive duties, powers and responsibilities as customarily attend the office of Chief Information Officer of a company comparable to the Company. The Employee will hold, in addition to the office of Chief Information Officer of the Company, such other executive offices in the Company and its subsidiaries to which he may be elected, appointed or assigned by the Board of Directors from time to time and will discharge such executive duties in connection therewith. During the employment period, the Employee's position (including status, offices and reporting requirements), authority, duties and responsibilities shall be at least commensurate in all material respects with the most significant of those held, exercised and assigned immediately preceding the Effective Date. The Employee shall devote his full working time, energy and skill (reasonable absences for vacations and illness excepted), to the business of the Company as is necessary in order to perform such duties faithfully, competently and diligently; provided, however, that notwithstanding any provision in this Agreement to the contrary, the Employee shall not be precluded from devoting reasonable periods of time required for serving as a member of boards of companies which have been approved by the Board of Directors or participating in non-business organizations so long as such memberships or activities do not interfere with the performance of the Employee's duties hereunder. -2- {PAGE} 3 3. Compensation. During the term of this Agreement, the Employee shall receive, for all services rendered to the Company hereunder, the following (hereinafter referred to as "Compensation"): (a) Base Salary. The Employee shall be paid an initial base salary at the rate of $175,000 per year. Effective January 1, 2001, the initial base salary shall be subject to an increase at the standard rate of any increases for similarly situated executive employees. Thereafter, such base salary shall be reviewed, and any increases in the amount thereof shall be determined by the Board of Directors or a compensation committee formed by the Board of Directors (the "Compensation Committee") annually during the term hereof. The Employee's base salary shall be payable in equal installments in accordance with the Company's general salary payment policies but no less frequently than monthly. (b) Bonuses. The Employee shall be eligible for and may receive bonuses. The amount of such bonus shall be solely within the discretion of the Board of Directors or, if formed, the Compensation Committee thereof. (c) Incentive Compensation. The Employee shall be eligible for awards from the Company's incentive compensation plans, including without limitation any stock option plans, applicable to high level executive officers of the 416007	GoAmerica GoAmerica, Inc. ( Communications Services ) As referenced in this Employment Agreement: GoAmerica, Inc – FOR YAIR ALAN GRIVER {TEXT} {PAGE} 1 Exhibit 10.38 EMPLOYMENT AGREEMENT THIS AGREEMENT made effective as of the 1st day of November 2000 (the "Effective Date") by and between GoAmerica, Inc ., a Delaware corporation with its principal place of business at 401 Hackensack Avenue, Hackensack, New Jersey 07601 (the "Company"), and Alan Griver (the "Employee"). WITNESSETH: WHEREAS, the Company desires _____________ GoAmerica, Inc – this Agreement to be executed and attested by its duly authorized officers, and the Employee has set his hand, all as of the day and year first above written. ATTEST: GoAmerica, Inc . /s/ Francis J. Elenio By:/s/ Aaron Dobrinsky ---------------------------------- -------------------------------- Francis J. Elenio, Secretary Aaron Dobrinsky, President Address: -------------------------- -------------------------- -------------------------- WITNESS: EMPLOYEE /s/ Lior Hod /s/ Y. Alan Griver ---------------------------------- ----------------------------------- Alan Griver Address:439 _____________ dt 1337750 ;	Alan Griver
Preview Full Doc	2005	Employment Agreement Employment Agreement (38K) Doc #1068322: Click preview link for longer preview. 8 v028787_ex10-4.htm EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this “Agreement”), made as of the 8th day of November, 2005 (the “Effective Date”), by and between GoAmerica, Inc., a Delaware corporation (the “Company”), and Wayne D. Smith (the “Employee”). RECITALS WHEREAS, the Company appointed the Employee as Executive Vice . . . 1068322	GoAmerica GoAmerica, Inc. ( Communications Services ) As referenced in this Employment Agreement: GoAmerica, Inc – 160; EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this “Agreement”), made as of the 8th day of November, 2005 (the “Effective Date”), by and between GoAmerica, Inc ., a Delaware corporation (the “Company”), and Wayne D. Smith (the “Employee”). RECITALS WHEREAS, the Company appointed the Employee as Executive Vice President, General _____________ GoAmerica, Inc – executed and attested by its duly authorized officers, and the Employee has set his hand, all as of the day and year first above written. ATTEST: ________________________________ GoAmerica, Inc . By: ____________________ Daniel R. Luis Chief Executive Officer WITNESS: ________________________________ EMPLOYEE ________________________________ _____________ GoAmerica, Inc – 160; WITNESS: ________________________________ EMPLOYEE ________________________________ Wayne D. Smith Address: ________________________________ ________________________________ 10 EXHIBIT A GoAmerica, Inc . EMPLOYEE’S INVENTION ASSIGNMENT AND CONFIDENTIALITY AGREEMENT In consideration of my employment or continued employment by GoAmerica, Inc., a Delaware corporation or any subsidiary or parent _____________ GoAmerica, Inc – ________________________________ 10 EXHIBIT A GoAmerica, Inc. EMPLOYEE’S INVENTION ASSIGNMENT AND CONFIDENTIALITY AGREEMENT In consideration of my employment or continued employment by GoAmerica, Inc ., a Delaware corporation or any subsidiary or parent corporation thereof (the “Company”), I hereby represent and agree as follows: 1. I understand that the _____________ dt 1337757
Preview Full Doc	2004	Employment Agreement Employment Agreement (41K) Doc #1291025: Click preview link for longer preview. EMPLOYMENT AGREEMENT THIS AGREEMENT made effective as of the 27th day of April, 2004 (the "Effective Date") by and between Arc Communications Inc, a New Jersey corporation with its principal place of business at 401 Hackensack Avenue, Hackensack, New Jersey 07601 (the "Company"), and Aaron Dobrinsky (the "Employee"). WITNESSETH: WHEREAS, the Company desires to secure the employment of the Employee in accordance with the provisions of this . . . 1291025	GoAmerica GoAmerica, Inc. ( Communications Services ) As referenced in this Employment Agreement: GoAmerica, Inc – long as such memberships or activities do not interfere with the performance of the Employee's duties hereunder. The Company acknowledges that the Employee may conitnue to provide services to GoAmerica, Inc . so long as such services do not substantially interfere with his satisfaction of the requirements set forth herein. (b) Board Nomination. So long as the Employee is the Chief _____________ dt 1337760 ; Arc Arc Communications Inc. ( Business Services ) As referenced in this Employment Agreement: Arc Communications Inc – gt;v03372_ex10-1.txt <TEXT> EXHIBIT 10.1 EMPLOYMENT AGREEMENT THIS AGREEMENT made effective as of the 27th day of April, 2004 (the "Effective Date") by and between Arc Communications Inc , a New Jersey corporation with its principal place of business at 401 Hackensack Avenue, Hackensack, New Jersey 07601 (the "Company"), and Aaron Dobrinsky (the "Employee"). WITNESSETH: WHEREAS, the Company _____________ ARC COMMUNICATIONS INC – Agreement to be executed and attested by its duly authorized officers, and the Employee has set his hand, all as of the day and year first above written. ATTEST: COMPANY ARC COMMUNICATIONS INC . ------------------------------------ By: /s/ Peter A. Bordes, Jr. ------------------------ Peter A. Bordes, Jr. Chief Executive Officer WITNESS: EMPLOYEE ------------------------------------ /s/ Aaron Dobrinsky Aaron Dobrinsky </TEXT> </DOCUMENT> _____________ dt 1350739 ;	Roomlinx Roomlinx Inc
Preview Full Doc	2003	Escrow Agreement Escrow Agreement (27K) Doc #415941: Click preview link for longer preview. ESCROW AGREEMENT ESCROW AGREEMENT made as of December 19, 2003 by and among GoAmerica, Inc., a Delaware corporation (the "Issuer"), Sunrise Securities Corp. (the "Placement Agent") and Pedley Zeilke Gordinier & Pence, PLLC (the "Escrow Agent"). WITNESSETH: WHEREAS, the Issuer proposes to sell certain notes and shares of its common stock (collectively, the "Securities"), pursuant to the terms of a securities purchase agreement ( . . . 415941	GoAmerica GoAmerica, Inc. ( Communications Services ) As referenced in this Escrow Agreement: GoAmerica, Inc – {DOCUMENT} {TYPE}EX-4.3 {SEQUENCE}5 {FILENAME}v01109_ex4-3.txt {TEXT} EXHIBIT 4.3 ESCROW AGREEMENT ESCROW AGREEMENT made as of December 19, 2003 by and among GoAmerica, Inc ., a Delaware corporation (the "Issuer"), Sunrise Securities Corp. (the "Placement Agent") and Pedley Zeilke Gordinier & Pence, PLLC (the "Escrow Agent"). WITNESSETH: WHEREAS, the Issuer proposes to sell certain notes _____________ GoAmerica, Inc – of such monies, they shall be credited to the Escrow Account. All checks delivered to the Escrow Agent shall be made payable to "Pedley Zeilke et al., Escrow Agent for GoAmerica, Inc ." Any check payable other than to the Escrow Agent as required hereby shall be returned to the Investor, or if the Escrow Agent has insufficient information to do so, _____________ GoAmerica, Inc – Bank Address: One Financial Square Louisville, KY 40202 Attn: Robin Whitlow, Private Client Group Phone (502) 562-6378 Fax: (502) 562-6371 Reference: Pedley, Zielke et al, Escrow Agent for GoAmerica, Inc . 3.2 Promptly (and in any event prior to noon on the next business day) after receiving subscription monies as described herein the Escrow Agent shall deposit the same _____________ GOAMERICA, INC – PLLC, as Escrow Agent By: /s/ David Pedley -------------------------------- Name: David M. Pedley Title: Member Address: 2000 Meidinger Tower 462 South 4th Avenue Louisville, KY 40202 Facsimile No.: (502) 584-0422 GOAMERICA, INC . By: /s/ Daniel R. Luis -------------------------------- Name: Daniel R. Luis Title: Chief Executive Officer Address: 433 Hackensack Avenue Hackensack, NJ 07601 Facsimile No.: 201-527-1081 SUNRISE SECURITIES CORP. By: / _____________ dt 1337728
Preview Full Doc	2001	Escrow Agreement Escrow Agreement (39K) Doc #415981: Click preview link for longer preview. ESCROW AGREEMENT This ESCROW AGREEMENT (this "Agreement") dated as of November 13, 2001 is by and among GoAmerica, Inc. ("GoAmerica"), the shareholders of OutBack Resource Group, Inc. as listed on Schedule A hereto (the "Shareholders") and American Stock Transfer & Trust Company, as escrow agent (the "Escrow Agent"). W I T N E S S E T H WHEREAS, this Agreement is made pursuant to the Merger Agreement and Plan of Reorganization (the "Merger . . . 415981	GoAmerica GoAmerica, Inc. ( Communications Services ) As referenced in this Escrow Agreement: GoAmerica, Inc – EX-10.1 {SEQUENCE}5 {FILENAME}ex10-1.txt {DESCRIPTION}ESCROW AGREEMENT {TEXT} ESCROW AGREEMENT This ESCROW AGREEMENT (this "Agreement") dated as of November 13, 2001 is by and among GoAmerica, Inc . ("GoAmerica"), the shareholders of OutBack Resource Group, Inc. as listed on Schedule A hereto (the "Shareholders") and American Stock Transfer & Trust Company, as escrow agent (the "Escrow Agent"). W _____________ GoAmerica, Inc – to the parties as follows (or to such other addresses as any party may designate from time to time in writing): -8- {PAGE} (a) if to GoAmerica or Sub, to: GoAmerica, Inc . 433 Hackensack Avenue Hackensack, New Jersey 07601 Attention: Mr. Aaron Dobrinsky Telecopy No.: (201) 996-1772 with copies to: Hale and Dorr LLP 650 College Road East Princeton, New _____________ GOAMERICA, INC – that it is protected in acting hereunder. [Signature page follows] -11- {PAGE} IN WITNESS WHEREOF, this Agreement has been duly executed as of and on the date first above written. GOAMERICA, INC . By: /s/ Aaron Dobrinsky ------------------------------------- Name: Aaron Dobrinsky Title: Chief Executive Officer THE SHAREHOLDERS By: /s/ Henry Hernandez ------------------------------------- Name: Henry Hernandez Title: Shareholder Representative AMERICAN STOCK TRANSFER & TRUST COMPANY, as _____________ dt 1337741
Preview Full Doc	2000	Escrow Agreement Escrow Agreement (38K) Doc #416016: Click preview link for longer preview. ESCROW AGREEMENT This ESCROW AGREEMENT (this "Agreement") dated as of November 7, 2000 is by and among GoAmerica, Inc. ("GoAmerica"), Flash Creative Management, Inc. ("Flash") the shareholders of Flash listed on Schedule A hereto (the "Shareholders") and American Stock Transfer & Trust Company, as escrow agent (the "Escrow Agent"). W I T N E S S E T H WHEREAS, this Agreement is made pursuant to the Asset Purchase Agreement (the . . . 416016	GoAmerica GoAmerica, Inc. ( Communications Services ) As referenced in this Escrow Agreement: }GOAMERICA, INC – {DOCUMENT} {TYPE}EX-10.1 {SEQUENCE}3 {FILENAME}0003.txt {DESCRIPTION}GOAMERICA, INC . - ESCROW AGREEMENT {TEXT} ESCROW AGREEMENT This ESCROW AGREEMENT (this "Agreement") dated as of November 7, 2000 is by and among GoAmerica, Inc. ("GoAmerica"), Flash Creative Management, Inc. ("Flash") the _____________ GoAmerica, Inc – 10.1 {SEQUENCE}3 {FILENAME}0003.txt {DESCRIPTION}GOAMERICA, INC. - ESCROW AGREEMENT {TEXT} ESCROW AGREEMENT This ESCROW AGREEMENT (this "Agreement") dated as of November 7, 2000 is by and among GoAmerica, Inc . ("GoAmerica"), Flash Creative Management, Inc. ("Flash") the shareholders of Flash listed on Schedule A hereto (the "Shareholders") and American Stock Transfer & Trust Company, as escrow agent (the "Escrow Agent"). _____________ GoAmerica, Inc – with receipt confirmed), addressed to the parties as follows (or to such other addresses as any party may designate from time to time in writing): (a) if to GoAmerica, to: GoAmerica, Inc . 401 Hackensack Avenue Hackensack, New Jersey 07601 Attention: Mr. Aaron Dobrinsky Telephone: (201) 996-1717 Fax: (201) 996-1772 8 {PAGE} with copies to: Buchanan Ingersoll Professional Corporation 650 _____________ GOAMERICA, INC – that it is protected in acting hereunder. [Signature page follows] 11 {PAGE} IN WITNESS WHEREOF, this Agreement has been duly executed as of and on the date first above written. GOAMERICA, INC . By: /s/ Francis J. Elenio ------------------------------------ Name: Francis J. Elenio Title: CFO, Secretary and Treasurer FLASH CREATIVE MANAGEMENT, INC. By: /s/ David J. Blumenthal ------------------------------------ Name: David J. Blumenthal Title: President _____________ dt 1337754 ; Buchanan Buchanan Ingersoll PC ( Legal ) As referenced in this Escrow Agreement: Buchanan Ingersoll – if to GoAmerica, to: GoAmerica, Inc. 401 Hackensack Avenue Hackensack, New Jersey 07601 Attention: Mr. Aaron Dobrinsky Telephone: (201) 996-1717 Fax: (201) 996-1772 8 {PAGE} with copies to: Buchanan Ingersoll Professional Corporation 650 College Road East Princeton, New Jersey 08540 Attention: David J. Sorin, Esq. Telephone: (609) 987-6800 Fax: (609) 520-0360 (b) if to Flash, to: Flash Creative _____________ dt 1435662 ;	Epstein Becker Epstein Becker & Green ( Legal ) As referenced in this Escrow Agreement: Epstein Becker – Flash, to: Flash Creative Management, Inc. c/o David Blumenthal 452 Churchill Road Teaneck, NJ 07666 with copies to: Y. Alan Griver 439 Maple Hill Drive Hackensack, NJ 07601 -and- Epstein Becker & Green, P.C. 250 Park Avenue New York, New York 10177 Attn: Mary Anne Mayo, Esq. Phone: (212) 351-4792 Fax: (212) 661-0989 (c) if to a Shareholder: _____________ dt 1335507
Preview Full Doc	2000	Escrow Agreement Escrow Agreement (79K) Doc #416023: Click preview link for longer preview. ESCROW AGREEMENT This ESCROW AGREEMENT (this "Agreement") dated as of August 31, 2000 is by and among GoAmerica, Inc. ("GOAM"), the stockholders of Hotpaper.com, Inc. as listed on Schedule A hereto (the "Stockholders") and American Stock Transfer & Trust Company, as escrow agent (the "Escrow Agent"). W I T N E S S E T H - - - - - - - - - - WHEREAS, this Agreement is made pursuant to the Agreement and Plan of Merger (the . . . 416023	GoAmerica GoAmerica, Inc. ( Communications Services ) As referenced in this Escrow Agreement: GOAMERICA, INC – {DOCUMENT} {TYPE}EX-10 {SEQUENCE}3 {FILENAME}0003.txt {DESCRIPTION}EXHIBITS 10.1 AND 10.2 - GOAMERICA, INC . {TEXT} EXHIBIT 10.1 ESCROW AGREEMENT This ESCROW AGREEMENT (this "Agreement") dated as of August 31, 2000 is by and among GoAmerica, Inc. ("GOAM"), the stockholders of Hotpaper.com, _____________ GoAmerica, Inc – DESCRIPTION}EXHIBITS 10.1 AND 10.2 - GOAMERICA, INC. {TEXT} EXHIBIT 10.1 ESCROW AGREEMENT This ESCROW AGREEMENT (this "Agreement") dated as of August 31, 2000 is by and among GoAmerica, Inc . ("GOAM"), the stockholders of Hotpaper.com, Inc. as listed on Schedule A hereto (the "Stockholders") and American Stock Transfer & Trust Company, as escrow agent (the "Escrow Agent"). W I _____________ GoAmerica, Inc – to the parties as follows (or to such other addresses as any party may designate from time to time in writing): 8 {PAGE} (a) if to GOAM or Sub, to: GoAmerica, Inc . 401 Hackensack Avenue Hackensack, New Jersey 07601 Attention: Mr. Aaron Dobrinsky with copies to: Buchanan Ingersoll Professional Corporation 650 College Road East Princeton, New Jersey 08540 Attention: David J. _____________ GOAMERICA, INC – that it is protected in acting hereunder. [Signature page follows] 11 {PAGE} IN WITNESS WHEREOF, this Agreement has been duly executed as of and on the date first above written. GOAMERICA, INC . By: /s/ Francis J. Elenio ------------------------------------ Name: Francis J. Elenio Title: Chief Financial Officer, Secretary and Treasurer THE STOCKHOLDERS By: /s/ Kevin Warnock ------------------------------------ Name: Kevin Warnock Title: Stockholder Representative AMERICAN _____________ GoAmerica, Inc – 4050% 1,414 {PAGE} EXHIBIT 10.2 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") is entered into as of the 31st day of August, 2000, by and among GoAmerica, Inc ., a Delaware corporation (the "Company"), and the stockholders of Hotpaper.com, Inc. listed on the signature page hereof (referred to collectively herein as the "Stockholders" and each individually as _____________ dt 1337756 ;	Buchanan Buchanan Ingersoll PC ( Legal ) As referenced in this Escrow Agreement: Buchanan Ingersoll – time to time in writing): 8 {PAGE} (a) if to GOAM or Sub, to: GoAmerica, Inc. 401 Hackensack Avenue Hackensack, New Jersey 07601 Attention: Mr. Aaron Dobrinsky with copies to: Buchanan Ingersoll Professional Corporation 650 College Road East Princeton, New Jersey 08540 Attention: David J. Sorin, Esq. (b) if to the Stockholders, to: Kevin Warnock, Stockholder Representative c/o Hotpaper.com, Inc. _____________ dt 1435664
Preview Full Doc	2007	Escrow Agreement Escrow Agreement (26K) Doc #3110027: Click preview link for longer preview. EXECUTION VERSION ESCROW AGREEMENT This ESCROW AGREEMENT (this "Escrow Agreement") is entered into as of __________, 2007, by and among GoAmerica, Inc., a Delaware corporation ("Acquirer"), Bill M. McDonagh, as the agent of the stockholders of HOVRS (the "Stockholders' Agent"), and American Stock Transfer & Trust Company, as the escrow agent (the "Escrow Agent"). RECITALS A. . . . 3110027	GoAmerica GoAmerica, Inc. ( Communications Services ) As referenced in this Escrow Agreement: GoAmerica, Inc – FILENAME}e28555ex99_3.txt {DESCRIPTION}ESCROW AGREEMENT {TEXT} Exhibit 99.3 EXECUTION VERSION ESCROW AGREEMENT This ESCROW AGREEMENT (this "Escrow Agreement") is entered into as of __________, 2007, by and among GoAmerica, Inc ., a Delaware corporation ("Acquirer"), Bill M. McDonagh, as the agent of the stockholders of HOVRS (the "Stockholders' Agent"), and American Stock Transfer & Trust Company, as the escrow agent (the " _____________ GoAmerica, Inc – party as follows: (a) If to the Escrow Agent: American Stock Transfer & Trust Company 6201 15th Avenue Brooklyn, NY 11219 Attention: _________________________________ Fax: _________________________________ Tel: _________________________________ (b) If to Acquirer: GoAmerica, Inc . 433 Hackensack Avenue Hackensack, NJ 07601 Attention: Daniel R. Luis Fax: (201) 996-1772 Tel: (201) 996-1717 with a copy to: Chadbourne & Parke LLP 1200 New Hampshire Avenue, _____________ GOAMERICA, INC – shall constitute one and the same instrument. [Signatures on following page] -8- {PAGE} IN WITNESS WHEREOF, the parties have executed this Escrow Agreement as of the date first above written. GOAMERICA, INC . By: _____________________________________ Daniel R. Luis President and Chief Executive Officer STOCKHOLDERS' AGENT _________________________________________ Bill M. McDonagh, as Stockholders' Agent AMERICAN STOCK TRANSFER & TRUST COMPANY, as ESCROW AGENT By: _____________________________________ - _____________ dt 1810945
Full Doc	2008	Executive Employment Agreement Executive Employment Agreement (54K) Doc #3557507: This document is immediately available for purchase, but does not have a preview available for viewing. 3557507	GoAmerica GoAmerica, Inc. ( Communications Services )
Preview Full Doc	2008	Executive Employment Agreement Executive Employment Agreement (70K) Doc #3557509: Click preview link for longer preview. 3557509	GoAmerica GoAmerica, Inc. ( Communications Services )
Preview Full Doc	2008	Executive Employment Agreement Executive Employment Agreement (70K) Doc #3557510: Click preview link for longer preview. 3557510	GoAmerica GoAmerica, Inc. ( Communications Services )
Preview Full Doc	2007	Guarantee and Collateral Agreement Guarantee and Collateral Agreement (110K) Doc #2978166: Click preview link for longer preview. Execution Version 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 TABLE OF CONTENTS Page ARTICLE I Definitions SECTION 1.01. Credit Agreement 1 SECTION 1.02. Other Defined Terms 1 ARTICLE . . . 2978166	GoAmerica GoAmerica, Inc. ( Communications Services ) As referenced in this Guarantee and Collateral Agreement: GOAMERICA, INC – Guarantee and Collateral Agreement EX-7.06 7 dex706.htm GUARANTEE AND COLLATERAL AGREEMENT Exhibit 7.06 Execution Version 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 TABLE OF CONTENTS Page ARTICLE I Definitions SECTION 1.01. _____________ GOAMERICA, INC – Schedule III Intellectual Property Exhibits Exhibit A Form of Supplement Exhibit B Form of Perfection Certificate iv 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 ? _____________ GOAMERICA, INC – Party may have. [Remainder of page intentionally left blank] 33 IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day and year first above written. GOAMERICA, INC . by: /s/ Daniel R. Luis Name: Daniel R. Luis Title: Chief Executive Officer GOAMERICA COMMUNICATIONS CORP. by: /s/ Daniel R. Luis Name: Daniel R. Luis Title: President WYND COMMUNICATIONS _____________ dt 1810941
Preview Full Doc	2008	Guaranty and Security Agreement Guaranty and Security Agreement (124K) Doc #3249003: Click preview link for longer preview. EXECUTION VERSION ================================================================================ 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 . . . 3249003	GoAmerica GoAmerica, Inc. ( Communications Services ) As referenced in this Guaranty and Security Agreement: GOAMERICA, INC – GUARANTY AND SECURITY AGREEMENT Exhibit 10.3 EXECUTION VERSION ================================================================================ 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 ABLECO FINANCE LLC, as Collateral Agent ================================================================================ TABLE OF CONTENTS ================================================================================ ARTICLE I DEFINED TERMS 1 Section 1. _____________ GOAMERICA, INC – Intellectual Property Schedule 7 Promissory Notes and Debt Securities Schedule 8 Governmental Licenses Schedule 9 Motor Vehicles iii 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 _____________ GOAMERICA, INC – PAGE} SIGNATURE PAGE IN WITNESS WHEREOF, each of the undersigned has caused this Guaranty and Security Agreement to be duly executed and delivered as of the date first above written. GOAMERICA, INC ., as Borrower By: /s/ Daniel R. Luis -------------------------- Name: Daniel R. Luis Title: Chief Executive Officer HOVRS ACQUISITION CORPORATION, as Grantor By: /s/ Daniel R. Luis -------------------------- Name: Daniel R. Luis _____________ dt 1874353
Preview Full Doc	2005	Lease Agreement Lease Agreement (163K) Doc #415906: Click preview link for longer preview. LEASE AGREEMENT BY AND BETWEEN STELLAR CONTINENTAL LLC, LESSOR - AND - GOAMERICA COMMUNICATIONS CORP., LESSEE DATED: AUGUST 1, 2004 1249-0751042501.DOC ii i TABLE OF CONTENTS BASIC LEASE PROVISIONS AND DEFINITIONS.........................................1 1. DESCRIPTION 2 2. . . . 415906	GoAmerica GoAmerica, Inc. ( Communications Services ) ; Chase Manhattan Chase Manhattan Bank ( Financial ) As referenced in this Lease Agreement: Chase Manhattan Bank – was constructed. All such costs shall be amortized over the reasonable life of such improvements with interest at two (2%) percent over the prime lending rate announced as such by Chase Manhattan Bank to its most creditworthy borrowers on the unamortized amount in accordance with such reasonable life and amortization schedules as shall be determined by Lessor in accordance with generally accepted accounting _____________ dt 1425586 ;	JPMorgan Chase JPMorgan Chase Bank ( Financial ) As referenced in this Lease Agreement: JPMorgan Chase Bank – paid by Lessor or not) shall be deemed Additional Rent payable on demand, with interest at two (2%) percent per annum over the prime lending rate announced as such by JPMorgan Chase Bank to its most creditworthy customers or the highest rate permitted by law, whichever is lower. 19. LIENS. Lessee shall not do any act, or make any contract, which may create _____________ dt 1405095
Preview Full Doc	2003	Lease Agreement Lease Agreement (198K) Doc #415954: Click preview link for longer preview. LEASE AGREEMENT BY AND BETWEEN STELLAR CONTINENTAL LLC, LESSOR - AND - GOAMERICA COMMUNICATIONS CORP., LESSEE DATED: NOVEMBER ____, 2003 TABLE OF CONTENTS BASIC LEASE PROVISIONS AND DEFINITIONS.........................................1 1. DESCRIPTION...........................................................2 2. TERM........ . . . 415954	GoAmerica GoAmerica, Inc. ( Communications Services ) As referenced in this Lease Agreement: GOAMERICA, INC – OR AN OPINION OF COUNSEL TO THE EFFECT THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT AND SUCH STATE SECURITIES LAWS. VOID AFTER 5:00 P.M. ON ____, 2008 GOAMERICA, INC . WARRANT CERTIFICATE 1,000,000 COMMON STOCK PURCHASE WARRANTS Hackensack, New Jersey Warrant Certificate No. SC-1 As of November ___, 2003 THIS IS TO CERTIFY THAT, for value _____________ GoAmerica Inc – the a "Warrantholder") is the registered owner of such number of Common Stock Purchase Warrants (each, a "Warrant") set forth above, each Warrant entitling the owner thereof to purchase from GoAmerica Inc ., a Delaware corporation (the a "Company"), one duly authorized, validly issued, fully paid and non-assessable share (each, a "Warrant Share") of the common stock, par value $.01 per _____________ GOAMERICA, INC – of the terms hereof. 51 {PAGE} 11. EXPIRATION. Unless as hereinafter provided, the right to exercise these Warrants shall expire at the Expiration Date. Dated: As of November ___, 2003 GOAMERICA, INC . By: --------------------------------- Name: Title: ATTEST: --------------------------------------- ______________________ , Secretary 52 {PAGE} EXERCISE FORM Dated:_______________, ____ TO: GOAMERICA, INC.: The undersigned hereby irrevocably elects to exercise the within Warrant, to the extent _____________ GOAMERICA, INC – these Warrants shall expire at the Expiration Date. Dated: As of November ___, 2003 GOAMERICA, INC. By: --------------------------------- Name: Title: ATTEST: --------------------------------------- ______________________ , Secretary 52 {PAGE} EXERCISE FORM Dated:_______________, ____ TO: GOAMERICA, INC .: The undersigned hereby irrevocably elects to exercise the within Warrant, to the extent of purchasing _________________ shares of Common Stock, and hereby makes payment of _____________ in payment of _____________ dt 1337732 ; Chase Manhattan Chase Manhattan Bank ( Financial ) As referenced in this Lease Agreement: Chase Manhattan Bank – was constructed. All such costs shall be amortized over the reasonable life of such improvements with interest at two (2%) percent over the prime lending rate announced as such by Chase Manhattan Bank to its most creditworthy borrowers on the unamortized amount in accordance with such reasonable life and amortization schedules as shall be determined by Lessor in accordance with generally accepted accounting _____________ dt 1425587 ;	JPMorgan Chase JPMorgan Chase Bank ( Financial ) As referenced in this Lease Agreement: JPMorgan Chase Bank – Lessor or not) shall be deemed Additional Rent payable on demand, with interest at two (2%) percent per annum 15 {PAGE} over the prime lending rate announced as such by JPMorgan Chase Bank to its most creditworthy customers or the highest rate permitted by law, whichever is lower. 19. LIENS. Lessee shall not do any act, or make any contract, which may create _____________ dt 1405096
Preview Full Doc	2002	License Agreement License Agreement (84K) Doc #151543: Click preview link for longer preview. LICENSE AGREEMENT THIS LICENSE AGREEMENT ("Agreement") is made and entered into as of the 25th day of September, 2002 (the "Effective Date") by and between EarthLink, Inc., a Delaware corporation ("EarthLink"), GoAmerica, Inc., a Delaware corporation ("Parent"), and GoAmerica Communications Corporation, a Delaware corporation and wholly-owned subsidiary of Parent ("Sub" and together with Parent, "GoAmerica"). EarthLink and GoAmerica may be referred to herein as "Party" and together, the "Parties"). RECITALS In connection with this Agreement and as elements of an overall strategic relationship, the parties and GoAmerica's wholly-owned subsidiary GoAmerica Communications Corp. will simultaneously enter into (i) a bilateral Sales Agent Agreement, pursuant to which each party will serve as a sales agent for certain of the products and services of the other party, (ii) an Acquisition Agreement, pursuant to which EarthLink will purchase certain of GoAmerica's assets, (iii) a Technology Development Agreement, pursuant to which the GoAmerica will develop certain software and other technologies for EarthLink, and (iv) an Escrow Agreement, which defines EarthLink's rights to access the source code for certain of the licensed software. This Agreement, together with the Sales Agent Agreement, the Acquisition Agreement, the Technology Development Agreement and the Escrow Agreement are referred to collectively as the "Related Agreements." The Parties agree that the Related Agreements collectively represent an integrated transaction and that none of the Related Agreements would have been executed but for the execution of the others. Thus, the Parties agree that the consideration provided for each of the Related Agreements is consideration provided in exchange for the Parties' duties and obligations under all of the Related Agreements and that such consideration is full and fair consideration for each of the Parties' duties and obligations under all of the Related Agreements. NOW THEREFORE, in consideration of the mutual covenants and agreements contained herein and in the Related Agreements and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: 1. Definitions. Capitalized terms used in this Agreement and not otherwise defined have the meanings ascribed to those terms in Exhibit A. 2. License Grant. GoAmerica hereby grants to EarthLink a perpetual, nontransferable (except as agreed herein), nonexclusive, worldwide, fully paid-up (subject to the recurring maintenance fees set forth in the Sales Agent Agreement), right and license to access, use, install and sublicense the Licensed Software for the purpose of loading, downloading and installing the Licensed Software onto EarthLink servers for the provision of services to EarthLink's end users and the end users of EarthLink's sublicensees and for development and testing purposes; 151543	GoAmerica GoAmerica, Inc. ( Communications Services ) As referenced in this License Agreement: GoAmerica, Inc – and entered into as of the 25th day of September, 2002 (the "Effective Date") by and between EarthLink, Inc., a Delaware corporation ("EarthLink"), GoAmerica, Inc ., a Delaware corporation ("Parent"), and GoAmerica Communications Corporation, a Delaware corporation and wholly-owned subsidiary of Parent ("Sub" and together with Parent, " _____________ GoAmerica, Inc – in the case of overnight courier) addressed to the intended recipient as set forth below: If to GoAmerica: Aaron Dobrinsky Chairman and CEO GoAmerica, Inc . 433 Hackensack Avenue Hackensack, NJ 07601 Fax: 201-527-1772 with a copy to: GoAmerica, Inc. ATTN: General Counsel 433 Hackensack Avenue _____________ GoAmerica, Inc – to GoAmerica: Aaron Dobrinsky Chairman and CEO GoAmerica, Inc. 433 Hackensack Avenue Hackensack, NJ 07601 Fax: 201-527-1772 with a copy to: GoAmerica, Inc . ATTN: General Counsel 433 Hackensack Avenue Hackensack, NJ 07601 Fax: 201-527-1081 If to EarthLink: Brent Cobb Vice President EarthLink, Inc. _____________ GoAmerica, Inc – of the Parties hereto have executed this Agreement as of the Effective Date. EarthLink, Inc. By: /s/ Brent Cobb ------------------------------------ Brent Cobb, Vice President GoAmerica, Inc . By: /s/ Aaron Dobrinksy ------------------------------------- Name: Aaron Dobrinksy ---------------------------------- Title: CEO --------------------------------- GoAmerica Communications Corporation By: /s/ Aaron Dobrinksy ------------------------------------ Name: Aaron Dobrinksy --------------------------------- Title: CEO --------------------------------- [Signature _____________ GoAmerica, Inc – EXECUTION COPY PREFERRED ESCROW AGREEMENT Account Number ______________________ This agreement ("Agreement") is effective September 25, 2002 among DSI Technology Escrow Services, Inc. ("DSI"), GoAmerica, Inc . ("Depositor") and EarthLink, Inc. ("Preferred Beneficiary"), who collectively may be referred to in this Agreement as the parties ("Parties"). A. Depositor and _____________ dt 276502 ; EarthLink EarthLink, Inc. ( Computer Services ) As referenced in this License Agreement: EarthLink, Inc. – Exchange Commission. Asterisks denote omissions. LICENSE AGREEMENT THIS LICENSE AGREEMENT ("Agreement") is made and entered into as of the 25th day of September, 2002 (the "Effective Date") by and between EarthLink, Inc. , a Delaware corporation ("EarthLink"), GoAmerica, Inc., a Delaware corporation ("Parent"), and GoAmerica Communications Corporation, a Delaware corporation and wholly-owned subsidiary of Parent ("Sub" and together with Parent, "GoAmerica"). _____________ EarthLink, Inc. – Fax: 201-527-1772 with a copy to: GoAmerica, Inc. ATTN: General Counsel 433 Hackensack Avenue Hackensack, NJ 07601 Fax: 201-527-1081 If to EarthLink: Brent Cobb Vice President EarthLink, Inc. 1375 Peachtree Street Atlanta, GA 30309 Fax: 404-287-4905 with copies to: EarthLink, Inc. 1375 Peachtree Street Atlanta, GA 30309 Attn: Legal Department Fax: 404-287-4905 8 { _____________ EarthLink, Inc. – Avenue Hackensack, NJ 07601 Fax: 201-527-1081 If to EarthLink: Brent Cobb Vice President EarthLink, Inc. 1375 Peachtree Street Atlanta, GA 30309 Fax: 404-287-4905 with copies to: EarthLink, Inc. 1375 Peachtree Street Atlanta, GA 30309 Attn: Legal Department Fax: 404-287-4905 8 {PAGE} Hunton & Williams 600 Peachtree Street, NE Suite 4100 Atlanta, GA 30308 Attn: W. Tinley _____________ EarthLink, Inc. – each Party is able meet any reporting requirements required by law. IN WITNESS WHEREOF, the authorized officers of the Parties hereto have executed this Agreement as of the Effective Date. EarthLink, Inc. By: /s/ Brent Cobb ------------------------------------ Brent Cobb, Vice President GoAmerica, Inc. By: /s/ Aaron Dobrinksy ------------------------------------- Name: Aaron Dobrinksy ---------------------------------- Title: CEO --------------------------------- GoAmerica Communications Corporation By: /s/ Aaron Dobrinksy ------------------------------------ Name: Aaron Dobrinksy --------------------------------- _____________ EarthLink, Inc. – Agreement 15 {PAGE} EXECUTION COPY PREFERRED ESCROW AGREEMENT Account Number ______________________ This agreement ("Agreement") is effective September 25, 2002 among DSI Technology Escrow Services, Inc. ("DSI"), GoAmerica, Inc. ("Depositor") and EarthLink, Inc. ("Preferred Beneficiary"), who collectively may be referred to in this Agreement as the parties ("Parties"). A. Depositor and Preferred Beneficiary have entered or will enter into a License Agreement _____________ dt 1457522 ;	Hunton Hunton & Williams ( Legal ) As referenced in this License Agreement: Hunton & Williams – 1375 Peachtree Street Atlanta, GA 30309 Attn: Legal Department Fax: 404-287-4905 8 {PAGE} Hunton & Williams 600 Peachtree Street, NE Suite 4100 Atlanta, GA 30308 Attn: W. Tinley Anderson, III dt 37424
Preview Full Doc	2002	License Agreement License Agreement (84K) Doc #415970: Click preview link for longer preview. LICENSE AGREEMENT THIS LICENSE AGREEMENT ("Agreement") is made and entered into as of the 25th day of September, 2002 (the "Effective Date") by and between EarthLink, Inc., a Delaware corporation ("EarthLink"), GoAmerica, Inc., a Delaware corporation ("Parent"), and GoAmerica Communications Corporation, a Delaware corporation and wholly-owned subsidiary of Parent ("Sub" and together with Parent, "GoAmerica"). EarthLink and GoAmerica may be referred to herein as "Party" and . . . 415970	GoAmerica GoAmerica, Inc. ( Communications Services ) As referenced in this License Agreement: GoAmerica, Inc – AGREEMENT THIS LICENSE AGREEMENT ("Agreement") is made and entered into as of the 25th day of September, 2002 (the "Effective Date") by and between EarthLink, Inc., a Delaware corporation ("EarthLink"), GoAmerica, Inc ., a Delaware corporation ("Parent"), and GoAmerica Communications Corporation, a Delaware corporation and wholly-owned subsidiary of Parent ("Sub" and together with Parent, "GoAmerica"). EarthLink and GoAmerica may be referred _____________ GoAmerica, Inc – five days after mailing (one business day in the case of overnight courier) addressed to the intended recipient as set forth below: If to GoAmerica: Aaron Dobrinsky Chairman and CEO GoAmerica, Inc . 433 Hackensack Avenue Hackensack, NJ 07601 Fax: 201-527-1772 with a copy to: GoAmerica, Inc. ATTN: General Counsel 433 Hackensack Avenue Hackensack, NJ 07601 Fax: 201-527-1081 _____________ GoAmerica, Inc – intended recipient as set forth below: If to GoAmerica: Aaron Dobrinsky Chairman and CEO GoAmerica, Inc. 433 Hackensack Avenue Hackensack, NJ 07601 Fax: 201-527-1772 with a copy to: GoAmerica, Inc . ATTN: General Counsel 433 Hackensack Avenue Hackensack, NJ 07601 Fax: 201-527-1081 If to EarthLink: Brent Cobb Vice President EarthLink, Inc. 1375 Peachtree Street Atlanta, GA 30309 Fax: _____________ GoAmerica, Inc – law. IN WITNESS WHEREOF, the authorized officers of the Parties hereto have executed this Agreement as of the Effective Date. EarthLink, Inc. By: /s/ Brent Cobb ------------------------------------ Brent Cobb, Vice President GoAmerica, Inc . By: /s/ Aaron Dobrinksy ------------------------------------- Name: Aaron Dobrinksy ---------------------------------- Title: CEO --------------------------------- GoAmerica Communications Corporation By: /s/ Aaron Dobrinksy ------------------------------------ Name: Aaron Dobrinksy --------------------------------- Title: CEO --------------------------------- [Signature Page to EarthLink-GoAmerica License Agreement] 11 { _____________ GoAmerica, Inc – COPY Exhibit C Escrow Agreement 15 {PAGE} EXECUTION COPY PREFERRED ESCROW AGREEMENT Account Number ______________________ This agreement ("Agreement") is effective September 25, 2002 among DSI Technology Escrow Services, Inc. ("DSI"), GoAmerica, Inc . ("Depositor") and EarthLink, Inc. ("Preferred Beneficiary"), who collectively may be referred to in this Agreement as the parties ("Parties"). A. Depositor and Preferred Beneficiary have entered or will enter _____________ dt 1337734 ; EarthLink EarthLink, Inc. ( Computer Services ) As referenced in this License Agreement: EarthLink, Inc. – Exchange Commission. Asterisks denote omissions. LICENSE AGREEMENT THIS LICENSE AGREEMENT ("Agreement") is made and entered into as of the 25th day of September, 2002 (the "Effective Date") by and between EarthLink, Inc. , a Delaware corporation ("EarthLink"), GoAmerica, Inc., a Delaware corporation ("Parent"), and GoAmerica Communications Corporation, a Delaware corporation and wholly-owned subsidiary of Parent ("Sub" and together with Parent, "GoAmerica"). _____________ EarthLink, Inc. – Fax: 201-527-1772 with a copy to: GoAmerica, Inc. ATTN: General Counsel 433 Hackensack Avenue Hackensack, NJ 07601 Fax: 201-527-1081 If to EarthLink: Brent Cobb Vice President EarthLink, Inc. 1375 Peachtree Street Atlanta, GA 30309 Fax: 404-287-4905 with copies to: EarthLink, Inc. 1375 Peachtree Street Atlanta, GA 30309 Attn: Legal Department Fax: 404-287-4905 8 { _____________ EarthLink, Inc. – Avenue Hackensack, NJ 07601 Fax: 201-527-1081 If to EarthLink: Brent Cobb Vice President EarthLink, Inc. 1375 Peachtree Street Atlanta, GA 30309 Fax: 404-287-4905 with copies to: EarthLink, Inc. 1375 Peachtree Street Atlanta, GA 30309 Attn: Legal Department Fax: 404-287-4905 8 {PAGE} Hunton & Williams 600 Peachtree Street, NE Suite 4100 Atlanta, GA 30308 Attn: W. Tinley _____________ EarthLink, Inc. – each Party is able meet any reporting requirements required by law. IN WITNESS WHEREOF, the authorized officers of the Parties hereto have executed this Agreement as of the Effective Date. EarthLink, Inc. By: /s/ Brent Cobb ------------------------------------ Brent Cobb, Vice President GoAmerica, Inc. By: /s/ Aaron Dobrinksy ------------------------------------- Name: Aaron Dobrinksy ---------------------------------- Title: CEO --------------------------------- GoAmerica Communications Corporation By: /s/ Aaron Dobrinksy ------------------------------------ Name: Aaron Dobrinksy --------------------------------- _____________ EarthLink, Inc. – Agreement 15 {PAGE} EXECUTION COPY PREFERRED ESCROW AGREEMENT Account Number ______________________ This agreement ("Agreement") is effective September 25, 2002 among DSI Technology Escrow Services, Inc. ("DSI"), GoAmerica, Inc. ("Depositor") and EarthLink, Inc. ("Preferred Beneficiary"), who collectively may be referred to in this Agreement as the parties ("Parties"). A. Depositor and Preferred Beneficiary have entered or will enter into a License Agreement _____________ dt 1457525 ;	Hunton Hunton & Williams ( Legal ) As referenced in this License Agreement: Hunton & Williams – 1375 Peachtree Street Atlanta, GA 30309 Fax: 404-287-4905 with copies to: EarthLink, Inc. 1375 Peachtree Street Atlanta, GA 30309 Attn: Legal Department Fax: 404-287-4905 8 {PAGE} Hunton & Williams 600 Peachtree Street, NE Suite 4100 Atlanta, GA 30308 Attn: W. Tinley Anderson, III Fax: 404-888-4190 15.3 Waiver. The waiver by any party of any of _____________ dt 1540259
Preview Full Doc	2008	Lock-Up and Registration Rights Agreement Lock-Up and Registration Rights Agreement (53K) Doc #3249007: Click preview link for longer preview. EXECUTION VERSION LOCK-UP AND REGISTRATION RIGHTS AGREEMENT This LOCK-UP AND REGISTRATION RIGHTS AGREEMENT (this "Agreement") is entered into as of January 10, 2008, by and among GoAmerica, Inc., a Delaware corporation (the "Company"), and certain former stockholders of Hands On Video Relay Services, Inc., a Delaware corporation ("HOVRS"), that are now stockholders of the Company and are identified on the signature pages hereto (each a . . . 3249007	GoAmerica GoAmerica, Inc. ( Communications Services ) As referenced in this Lock-Up and Registration Rights Agreement: GoAmerica, Inc – 10.7 EXECUTION VERSION LOCK-UP AND REGISTRATION RIGHTS AGREEMENT This LOCK-UP AND REGISTRATION RIGHTS AGREEMENT (this "Agreement") is entered into as of January 10, 2008, by and among GoAmerica, Inc ., a Delaware corporation (the "Company"), and certain former stockholders of Hands On Video Relay Services, Inc., a Delaware corporation ("HOVRS"), that are now stockholders of the Company and are _____________ GoAmerica, Inc – confirmation of receipt to the parties at the following address (or at such other address for a party as shall be specified upon like notice): If to the Company to: GoAmerica, Inc . 433 Hackensack Avenue Hackensack, NJ 07601 Attention: Daniel R. Luis Fax: (201) 996-1772 Tel: (201) 996-1717 with a copy to: Chadbourne & Parke LLP 1200 New Hampshire Avenue, _____________ GOAMERICA, INC – of the other parties. [Signatures on following page] 15 IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed as of the date first above written. GOAMERICA, INC . By: /s/ Daniel R. Luis ------------------------------------- Daniel R. Luis President and Chief Executive Officer STOCKHOLDERS: /s/ Ronald Obray ---------------- Ronald Obray /s/ Denise Obray ---------------- Denise Obray /s/ Edmond Routhier ------------------- Edmond Routhier _____________ dt 1874354
Preview Full Doc	2004	Employment Agreement Termination Employment Agreement Termination (3K) Doc #415922: Click preview link for longer preview. EMPLOYMENT AGREEMENT TERMINATION This Agreement (the "Termination"), effective as of March 10, 2004 (the "Effective Date"), terminates the employment agreement dated as of May 6, 2002 (the "Employment Agreement"), by and between GoAmerica, Inc., a Delaware 415922	GoAmerica GoAmerica, Inc. ( Communications Services ) As referenced in this Employment Agreement Termination: GoAmerica, Inc – TERMINATION This Agreement (the "Termination"), effective as of March 10, 2004 (the "Effective Date"), terminates the employment agreement dated as of May 6, 2002 (the "Employment Agreement"), by and between GoAmerica, Inc ., a Delaware corporation (the "Company"), and Joseph Korb ("Korb"). WITNESSETH: WHEREAS, the Company and Korb entered into the Employment Agreement; and WHEREAS, the Company and the Executive desire to _____________ GOAMERICA, INC – State of New Jersey without giving effect to principles of conflicts of laws. {PAGE} IN WITNESS WHEREOF, the undersigned have executed this Amendment as of the date first written above. GOAMERICA, INC . By: /s/ Daniel R. Luis --------------------------- Daniel R. Luis Chief Executive Officer /s/ Joseph Korb -------------------------- Joseph Korb -2- {/TEXT} {/DOCUMENT} _____________ dt 1337723 ;	Joseph Korb
Preview Full Doc	2001	Merger Agreement Merger Agreement (155K) Doc #415979: Click preview link for longer preview. MERGER AGREEMENT AND PLAN OF REORGANIZATION MERGER AGREEMENT AND PLAN OF REORGANIZATION BY AND AMONG GOAMERICA, INC. GOAMERICA ACQUISITION III CORP. AND OUTBACK RESOURCE GROUP, INC. . . . 415979	GoAmerica GoAmerica, Inc. ( Communications Services ) As referenced in this Merger Agreement: GOAMERICA, INC – {DOCUMENT} {TYPE}EX-2.1 {SEQUENCE}3 {FILENAME}ex2-1.txt {DESCRIPTION}MERGER AGREEMENT AND PLAN OF REORGANIZATION {TEXT} MERGER AGREEMENT AND PLAN OF REORGANIZATION BY AND AMONG GOAMERICA, INC . GOAMERICA ACQUISITION III CORP. AND OUTBACK RESOURCE GROUP, INC. {PAGE} TABLE OF CONTENTS ARTICLE I THE MERGER.....................................................................1 1.1 Merger; Effective Time of the Merger................................1 1.2 _____________ GOAMERICA, INC – e) EMPLOYEES TO RECEIVE OFFER LETTERS OUTBACK DISCLOSURE SCHEDULE GOAMERICA DISCLOSURE SCHEDULE {PAGE} MERGER AGREEMENT AND PLAN OF REORGANIZATION, dated as of November 13, 2001 (this "Agreement"), by and among GOAMERICA, INC . a Delaware corporation ("GoAmerica"), GOAMERICA ACQUISITION III CORP., a Delaware corporation and a direct wholly-owned subsidiary of GoAmerica ("Sub"), OUTBACK RESOURCE GROUP, INC., a California corporation ("OutBack") and, _____________ GoAmerica, inc – Effective Date of the Merger, GoAmerica will offer to the then current employees of OutBack (the "Remaining OutBack Employees") employment with -25- {PAGE} GoAmerica on terms to be determined by GoAmerica, inc luding the provision of health insurance and long-term disability insurance on terms no more favorable to OutBack employees than that provided to similarly situated employees of GoAmerica. For purposes _____________ GoAmerica, inc – of such Shareholder's pro rata portion of the Escrow Shares, as calculated in accordance with Section 2.3 hereof, to indemnify, defend and hold harmless GoAmerica, each affiliate of GoAmerica, inc luding any of its direct or indirect subsidiaries (including, after the Effective Time of the Merger, the Surviving Corporation), and each of its respective officers, directors and representatives and each _____________ GoAmerica, Inc – addresses and telecopy numbers (or at such other address or number for a party as shall be specified by like notice): -37- {PAGE} (a) if to GoAmerica or Sub, to: GoAmerica, Inc . 433 Hackensack Avenue Hackensack, New Jersey 07601 Attention: Mr. Aaron Dobrinsky Telecopy No.: (201) 996-1772 Telephone No.: (201) 996-1717 with a copy to: Hale and Dorr LLP _____________ dt 1337740
Preview Full Doc	2001	Letter Agreement Letter Agreement (3K) Doc #141656: Click preview link for longer preview. January 31, 2001 John Russell Director, Data Strategy and Development AT&T Wireless Services, Inc. P.O. Box 97061 Redmond, WA 98073-9761 Dear John: The purpose of this letter is to amend the May 6, 1997 CDPD Value Added Reseller Agreement (the "Agreement") between GoAmerica, Inc. ("GoAmerica") and AT&T Wireless Services, Inc. ("AT&T"), as follows: Section 6.3 of the Agreement is amended to provide that the period within which GoAmerica may dispute an invoice is reduced from [] days after receipt of such invoice to [] days after receipt of such invoice. Furthermore, with respect to all invoices delivered by AT&T and received by GoAmerica to date and all charges incurred by GoAmerica through the date of the last invoice received by GoAmerica to date, neither party shall dispute such amounts due or payable. 141656	GoAmerica GoAmerica, Inc. ( Communications Services ) As referenced in this Letter Agreement: GoAmerica, Inc – 10.31 {SEQUENCE}12 {FILENAME}w46736ex10-31.txt {DESCRIPTION}LETTER AMENDMENT TO CDPD VALUE ADDED RESELLER AGRE {TEXT} {PAGE} 1 EXHIBIT 10.31 -------------------------------------------------------------------------------- GoAmerica, Inc . has requested that the marked portions of this document be granted confidential treatment pursuant to Rule 24b-2 under the Securities Exchange _____________ GoAmerica, Inc – that the marked portions of this document be granted confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Act of 1934 -------------------------------------------------------------------------------- GoAmerica, Inc . 433 Hackensack Avennue Hackensack, NJ 07601 GoAmerica, Inc. (888) 462-4600 Toll Free Wireless Internet Services (201) 996-1717 (201) 996-1772 ( _____________ GoAmerica, Inc – granted confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Act of 1934 -------------------------------------------------------------------------------- GoAmerica, Inc. 433 Hackensack Avennue Hackensack, NJ 07601 GoAmerica, Inc . (888) 462-4600 Toll Free Wireless Internet Services (201) 996-1717 (201) 996-1772 (Fax) www.goamerica.net January 31, 2001 John _____________ GoAmerica, Inc – 9761 Dear John: The purpose of this letter is to amend the May 6, 1997 CDPD Value Added Reseller Agreement (the "Agreement") between GoAmerica, Inc . ("GoAmerica") and AT&T Wireless Services, Inc. ("AT&T"), as follows: Section 6.3 of the Agreement is amended to provide that _____________ GOAMERICA, INC – and return a copy to the attention of Ellen Flora to indicate your agreement to the terms and conditions set forth above. Sincerely, GOAMERICA, INC . By: /s/ Joseph Korb -------------------------------- Joseph Korb President ACKNOWLEDGED AND AGREED: AT&T Wireless Services, Inc. By: /s/ Christopher Hall ------------------------------- Name: Christopher Hall _____________ dt 276500 ; AT&T Wireless AT&T Wireless Services, Inc. ( Communications Services ) As referenced in this Letter Agreement: AT&T Wireless Services, – Wireless Internet Services (201) 996-1717 (201) 996-1772 (Fax) www.goamerica.net January 31, 2001 John Russell Director, Data Strategy and Development AT&T Wireless Services, Inc. P.O. Box 97061 Redmond, WA 98073-9761 Dear John: The purpose of this letter is to amend the May 6, _____________ AT&T Wireless Services, – purpose of this letter is to amend the May 6, 1997 CDPD Value Added Reseller Agreement (the "Agreement") between GoAmerica, Inc. ("GoAmerica") and AT&T Wireless Services, Inc. ("AT&T"), as follows: Section 6.3 of the Agreement is amended to provide that the period within which GoAmerica may _____________ AT&T Wireless Services, – your agreement to the terms and conditions set forth above. Sincerely, GOAMERICA, INC. By: /s/ Joseph Korb -------------------------------- Joseph Korb President ACKNOWLEDGED AND AGREED: AT&T Wireless Services, Inc. By: /s/ Christopher Hall ------------------------------- Name: Christopher Hall Title: National Segment Manager {/TEXT} {/DOCUMENT} _____________ dt 158611 ;	John Russell
Preview Full Doc	2000	News Release News Release (9K) Doc #338428: Click preview link for longer preview. [LOGO] NEWS RELEASE FOR IMMEDIATE RELEASE CONTACTS: Bob Lougee 508-870-6771 September 25, 2000 Erika von Hacht 972-830-2706 Krista Grossman 201-969-4959 Arch Communications Group Changes Name to Arch Wireless Underscoring Leadership Position in Wireless Data Marketplace Company Stakes Claim as a Leading Enabler of Two-Way Internet-Messaging Identity Program Includes New . . . 338428	GoAmerica GoAmerica, Inc. ( Communications Services ) As referenced in this News Release: GoAmerica, Inc – new customers. Relationships with such Internet service providers as America Online, Inc. (NYSE: AOL), OracleMobile, a subsidiary of Oracle Corp. (Nasdaq: ORCL), and GoAmerica, Inc . (Nasdaq: GOAM) are allowing Arch to leverage the substantial advantages -- including ubiquity and reliability -- of its ReFLEX network. In July, Arch introduced _____________ dt 706494 ; America Online America Online Inc. As referenced in this News Release: America Online, Inc – companies that have both broadened its services and created access to a host of new customers. Relationships with such Internet service providers as America Online, Inc . (NYSE: AOL), OracleMobile, a subsidiary of Oracle Corp. (Nasdaq: ORCL), and GoAmerica, Inc. (Nasdaq: GOAM) are allowing Arch to leverage the substantial _____________ dt 695719 ;	Arch Wireless Arch Wireless Inc. ( Communications Services ) As referenced in this News Release: Arch Wireless, Inc – Brand Tagline and Stock Ticker Symbol Westborough, MA (September 25, 2000) - Arch Communications Group, Inc. today announced the company's name change to Arch Wireless, Inc . (Nasdaq: ARCH) as part of a company-wide repositioning strategy. The repositioning underscores Arch's transformation from a traditional paging and messaging _____________ Arch Wireless, Inc – marketing initiatives to create a broader brand awareness of Arch Wireless and its growing capabilities. In addition to the new corporate name of Arch Wireless, Inc ., Arch has changed the name of two of its subsidiaries. Arch Communications, Inc., a wholly owned subsidiary of Arch Wireless and the _____________ Arch Wireless, Inc – Wireless Holdings, Inc. Also, effective today, the Nasdaq ticker symbol for Arch Participation Warrants will change from "APGRW" to "ARCHW." ABOUT ARCH WIRELESS Arch Wireless, Inc . (formerly Arch Communications Group, Inc.), of Westborough, MA, is a leading two-way wireless Internet messaging and wireless information company. It provides _____________ dt 687637 ; Oracle Oracle Corp. ( Software & Programming ) As referenced in this News Release: Oracle Corp. – have both broadened its services and created access to a host of new customers. Relationships with such Internet service providers as America Online, Inc. (NYSE: AOL), OracleMobile, a subsidiary of Oracle Corp. (Nasdaq: ORCL), and GoAmerica, Inc. (Nasdaq: GOAM) are allowing Arch to leverage the substantial advantages -- including ubiquity and reliability -- of its ReFLEX network. In July, Arch introduced the Arch _____________ dt 1311296
Full Doc	2003	Notification of Late Filing Notification of Late Filing (8K) Doc #415962: This document is immediately available for purchase, but does not have a preview available for viewing. 415962	GoAmerica GoAmerica, Inc. ( Communications Services )
Full Doc	2002	Notification of Late Filing Notification of Late Filing (21K) Doc #415978: This document is immediately available for purchase, but does not have a preview available for viewing. 415978	GoAmerica GoAmerica, Inc. ( Communications Services )
Preview Full Doc	2003	Pledge Agreement Pledge Agreement (27K) Doc #415946: Click preview link for longer preview. PLEDGE AGREEMENT PLEDGE AGREEMENT, dated as of December 19, 2003, by and between GoAmerica, Inc. (the "Company"), each of the investors listed on the signature pages hereto (each, a "Pledgee" and, collectively, the "Pledgees"), and Pedley, Zielke, Gordinier & Pence, PLLC, as agent for the Pledgees (in such capacity, the "Agent"). W I T N E S S E T H: - - - - - - - - - - WHEREAS, the Company is . . . 415946	GoAmerica GoAmerica, Inc. ( Communications Services ) As referenced in this Pledge Agreement: GoAmerica, Inc – {DOCUMENT} {TYPE}EX-4.8 {SEQUENCE}10 {FILENAME}v01109_ex4-8.txt {TEXT} EXHIBIT 4.8 PLEDGE AGREEMENT PLEDGE AGREEMENT, dated as of December 19, 2003, by and between GoAmerica, Inc . (the "Company"), each of the investors listed on the signature pages hereto (each, a "Pledgee" and, collectively, the "Pledgees"), and Pedley, Zielke, Gordinier & Pence, PLLC, as agent for the _____________ GOAMERICA, INC – all of which together shall constitute one and the same instrument. -8- {PAGE} IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the date first written above. GOAMERICA, INC . By: /s/ Daniel R. Luis ---------------------------------------- Name: Daniel R. Luis Title: Chief Executive Officer PEDLEY, ZIELKE, GORDINIER & PENCE, PLLC, as Agent By: /s/ David Pedley Name: David Pedley Title: Member [ _____________ dt 1337729
Preview Full Doc	2003	Purchase Agreement Purchase Agreement (111K) Doc #415939: Click preview link for longer preview. PURCHASE AGREEMENT THIS PURCHASE AGREEMENT ("Agreement") is made as of the 19th day of December, 2003 by and among GoAmerica, Inc., a Delaware corporation (the "Company"), and the Investors set forth on the signature pages affixed hereto (each an "Investor" and, collectively, the "Investors"). Recitals A. The Company and the Investors are executing and delivering this Agreement in reliance upon the exemption from securities . . . 415939	GoAmerica GoAmerica, Inc. ( Communications Services ) As referenced in this Purchase Agreement: GoAmerica, Inc – 1 {SEQUENCE}3 {FILENAME}v01109_ex4-1.txt {TEXT} EXHIBIT 4.1 PURCHASE AGREEMENT THIS PURCHASE AGREEMENT ("Agreement") is made as of the 19th day of December, 2003 by and among GoAmerica, Inc ., a Delaware corporation (the "Company"), and the Investors set forth on the signature pages affixed hereto (each an "Investor" and, collectively, the "Investors"). Recitals A. The Company and the _____________ GoAmerica, Inc – notified at the address as follows, or at such other address as such party may designate by ten days' advance written notice to the other party: If to the Company: GoAmerica, Inc . 433 Hackensack Avenue Hackensack, New Jersey Attention: Chief Executive Officer Fax: (201) 996-1772 With a copy to: Hale and Dorr LLP 650 College Road East Princeton, NJ 08540 _____________ GOAMERICA, INC – 31- {PAGE} IN WITNESS WHEREOF, the parties have executed this Agreement or caused their duly authorized officers to execute this Agreement as of the date first above written. The Company: GOAMERICA, INC . By: /s/ Daniel R. Luis ---------------------------------------- Name: Daniel R. Luis Title: Chief Executive Officer -32- {PAGE} The Investors: ________________________________ By: ---------------------------------------- Name: Title: Aggregate Investment: $ Principal Amount of Notes: $ Number of _____________ dt 1337726 ; Nasdaq Stock Market Inc. Nasdaq Stock Market Inc. ( Investment Services ) As referenced in this Purchase Agreement: Nasdaq Stock Market, Inc – expected prospects of the Company and its Subsidiaries taken as a whole, or (ii) the ability of the Company to perform its obligations under the Transaction Documents. "Nasdaq" means The Nasdaq Stock Market, Inc . "Other Shares" means the shares of Common Stock, if any, issuable to the Investors pursuant to the Registration Rights Agreement. "Person" means an individual, corporation, partnership, limited liability company, _____________ dt 1499183 ;	Lowenstein Lowenstein Sandler PC ( Legal ) As referenced in this Purchase Agreement: Lowenstein Sandler – shall be specified on the signature pages hereto. 3. Closing. 3.1 Closing of the Notes and Warrants. (a) Prior to the date hereof, the Company shall have delivered to Lowenstein Sandler PC, in trust, one or more Notes in the principal amounts and registered in such name or names as each Investor may designate representing the aggregate principal amount of _____________ Lowenstein Sandler – are to be held for release to the Investors only upon payment in full of the Note Purchase Price to the Company by all the Investors. Upon such receipt by Lowenstein Sandler PC of the certificates and compliance by the parties hereto with the other requirements of this Section 3.1, each Investor or the Escrow Agent shall promptly cause a _____________ Lowenstein Sandler – Warrants shall be released to the Investors. The closing of the purchase and sale of the Notes and Warrants shall take place on the date hereof at the offices of Lowenstein Sandler PC, 1330 Avenue of the Americas, 21st Floor, New York, New York, or at such other location and on such other date as the Company and the Investors shall _____________ Lowenstein Sandler – Company shall, at the request of each Investor either (i) arrange for the electronic delivery of the Shares (if permitted by the Company's transfer agent), or (ii) deliver to Lowenstein Sandler PC, in trust, a certificate or certificates representing the Shares to be issued to each such Investor, in each case registered in such name or names as each Investor _____________ Lowenstein Sandler – the certificates evidencing the Shares shall be released to the Investors (the "Closing"). The Closing of the purchase and sale of the Shares shall take place at the offices of Lowenstein Sandler PC, 1330 Avenue of the Americas, 21st Floor, New York, New York, or at such other location and on such other date as the Company and the Investors shall _____________ dt 1416851
Preview Full Doc	2007	R E C I T a L S R E C I T a L S (20K) Doc #3171703: Click preview link for longer preview. Execution Version PURCHASE AGREEMENT This purchase agreement (the ï¿½Agreementï¿½) is entered into this 15th day of October, 2007, by and among CCP A, L.P., a Delaware limited partnership (ï¿½Purchaserï¿½), and Zachary Prensky and The Kybartai Trust (Zachary Prensky and The Kybartai Trust, each, a ï¿½Sellerï¿½ and collectively, ï¿½Sellersï¿½). R E C I T A L S WHEREAS, Sellers currently own and desire to sell 180,000 shares (the ï¿½Sharesï¿½) of common stock (the ï¿½Common Stockï¿½) of GoAmerica, Inc., a publicly-traded Delaware corporation (the ï¿½Companyï¿½), and the Purchaser wishes to purchase such Shares, for . . . 3171703	GoAmerica GoAmerica, Inc. ( Communications Services ) As referenced in this R E C I T a L S: GoAmerica, Inc – collectively, ?Sellers?). R E C I T A L S WHEREAS, Sellers currently own and desire to sell 180,000 shares (the ?Shares?) of common stock (the ?Common Stock?) of GoAmerica, Inc ., a publicly-traded Delaware corporation (the ?Company?), and the Purchaser wishes to purchase such Shares, for an aggregate purchase price (the ?Purchase Price?) of $1,170,000 (representing a $ _____________ dt 1810946
Preview Full Doc	2003	Registration Rights Agreement Registration Rights Agreement (61K) Doc #415940: Click preview link for longer preview. REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (the "Agreement") is made and entered into as of this ___ day of December, 2003 by and among GoAmerica, Inc., a Delaware corporation (the "Company"), and the "Investors" named in that certain Purchase Agreement by and among the Company and the Investors (as defined therein), of even date herewith (the "Purchase Agreement"). The parties hereby agree as follows: 1. Certain Definitions. As used in . . . 415940	GoAmerica GoAmerica, Inc. ( Communications Services ) As referenced in this Registration Rights Agreement: GoAmerica, Inc – txt {TEXT} EXHIBIT 4.2 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (the "Agreement") is made and entered into as of this ___ day of December, 2003 by and among GoAmerica, Inc ., a Delaware corporation (the "Company"), and the "Investors" named in that certain Purchase Agreement by and among the Company and the Investors (as defined therein), of even date herewith ( _____________ GOAMERICA, INC – PAGE} {PAGE} IN WITNESS WHEREOF, the parties have executed this Agreement or caused their duly authorized officers to execute this Agreement as of the date first above written. The Company: GOAMERICA, INC . By: /s/ Daniel R. Luis ---------------------------------------- Name: Daniel R. Luis Title: Chief Executive Officer -15- {PAGE} The Investors: [Investor signatures] -16- {PAGE} Exhibit A Plan of Distribution The selling stockholders, _____________ dt 1337727 ;	Nasdaq Stock Market Inc. Nasdaq Stock Market Inc. ( Investment Services ) As referenced in this Registration Rights Agreement: Nasdaq Stock Market, Inc – price of one share of Common Stock on such exchange on the last trading day prior to the Valuation Date; (b) if the Common Stock is then quoted on The Nasdaq Stock Market, Inc . ("Nasdaq"), the National Association of Securities Dealers, Inc. OTC Bulletin Board (the "Bulletin Board") or such similar exchange or association, the closing sale price of one share of Common _____________ dt 1499184
Preview Full Doc	2001	Registration Rights Agreement Registration Rights Agreement (35K) Doc #416011: Click preview link for longer preview. REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") is entered into as of the 14th day of November, 2000, by and among GoAmerica, Inc., a Delaware corporation (the "Company"), and Dell Ventures, L.P. ("Dell"). RECITALS WHEREAS, this Agreement is made pursuant to the Warrant to Purchase Common Stock of GoAmerica, Inc. (the "Warrant") dated as of November 14, 2000 by and among the Company and Dell. Capitalized terms used herein shall . . . 416011	GoAmerica GoAmerica, Inc. ( Communications Services ) As referenced in this Registration Rights Agreement: GoAmerica, Inc – AGREEMENT {TEXT} {PAGE} 1 Exhibit 10.42 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") is entered into as of the 14th day of November, 2000, by and among GoAmerica, Inc ., a Delaware corporation (the "Company"), and Dell Ventures, L.P. ("Dell"). RECITALS WHEREAS, this Agreement is made pursuant to the Warrant to Purchase Common Stock of GoAmerica, Inc. (the " _____________ GoAmerica, Inc – and among GoAmerica, Inc., a Delaware corporation (the "Company"), and Dell Ventures, L.P. ("Dell"). RECITALS WHEREAS, this Agreement is made pursuant to the Warrant to Purchase Common Stock of GoAmerica, Inc . (the "Warrant") dated as of November 14, 2000 by and among the Company and Dell. Capitalized terms used herein shall have the respective meanings ascribed to them in the _____________ GOAMERICA, INC – thereof. [SIGNATURE PAGE FOLLOWS] 10 {PAGE} 11 IN WITNESS WHEREOF, the parties hereto have executed this REGISTRATION RIGHTS AGREEMENT as of the date set forth in the first paragraph hereof. GOAMERICA, INC . By: /s/ Francis J. Elenio --------------------------------------- Print Name: Francis J. Elenio ------------------------------- Title: CFO ------------------------------------ Address: 401 Hackensack Avenue Hackensack, NJ 07601 Attn: Aaron Dobrinsky, President DELL VENTURES, L.P. By: /s/ _____________ dt 1337751
Preview Full Doc	2001	Registration Rights Agreement Registration Rights Agreement (35K) Doc #416012: Click preview link for longer preview. REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") is entered into as of the 1 day of January, 2001, by and among GoAmerica, Inc., a Delaware corporation (the "Company"), and Sony Electronics Inc. ("Sony"). RECITALS WHEREAS, this Agreement is made pursuant to the Warrants to Purchase Common Stock of GoAmerica, Inc. by and among the Company and Sony (the "Warrants") that are granted and issued pursuant to Section 11 of . . . 416012	GoAmerica GoAmerica, Inc. ( Communications Services ) As referenced in this Registration Rights Agreement: GoAmerica, Inc – AGREEMENT {TEXT} {PAGE} 1 Exhibit 10.43 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") is entered into as of the 1 day of January, 2001, by and among GoAmerica, Inc ., a Delaware corporation (the "Company"), and Sony Electronics Inc. ("Sony"). RECITALS WHEREAS, this Agreement is made pursuant to the Warrants to Purchase Common Stock of GoAmerica, Inc. by and _____________ GoAmerica, Inc – by and among GoAmerica, Inc., a Delaware corporation (the "Company"), and Sony Electronics Inc. ("Sony"). RECITALS WHEREAS, this Agreement is made pursuant to the Warrants to Purchase Common Stock of GoAmerica, Inc . by and among the Company and Sony (the "Warrants") that are granted and issued pursuant to Section 11 of the Sony/GoAmerica Service Agreement (the "Service Agreement"). Capitalized terms _____________ GOAMERICA, INC – thereof. [SIGNATURE PAGE FOLLOWS] 11 {PAGE} 12 IN WITNESS WHEREOF, the parties hereto have executed this REGISTRATION RIGHTS AGREEMENT as of the date set forth in the first paragraph hereof. GOAMERICA, INC . By: /s/ Joseph Korb --------------------------------------- Print Name: Joseph Korb ------------------------------- Title: President ------------------------------------ Address: 433 Hackensack Avenue Hackensack, NJ 07601 Attn: Aaron Dobrinsky, President SONY ELECTRONICS INC. By: /s/ Mark T. Viken --------------------------------------- _____________ dt 1337752
Preview Full Doc	2005	Registration Rights Agreement Registration Rights Agreement (30K) Doc #1068326: Click preview link for longer preview. This Registration Rights Agreement (the "Agreement") is made and entered into as of this 6th day of July, 2005 by and among GoAmerica, Inc., a Delaware corporation (the "Company"), Ronald E. Obray and Denise E. Obray (collectively, the "Investors"). The parties hereby agree as follows: 1. Effectiveness of Agreement; Certain Definitions. (a) This terms of this Agreement shall become effective upon the Effective Time (as defined in the Merger Agreement). (b) As used in this Agreement, the following . . . 1068326	GoAmerica GoAmerica, Inc. ( Communications Services ) As referenced in this Registration Rights Agreement: GoAmerica, Inc – txt EXHIBIT 99.1 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (the "Agreement") is made and entered into as of this 6th day of July, 2005 by and among GoAmerica, Inc ., a Delaware corporation (the "Company"), Ronald E. Obray and Denise E. Obray (collectively, the "Investors"). The parties hereby agree as follows: 1. Effectiveness of Agreement; Certain Definitions. (a) This _____________ GOAMERICA, INC – 9- IN WITNESS WHEREOF, the parties have executed this Agreement or caused their duly authorized officers to execute this Agreement as of the date first above written. The Company: GOAMERICA, INC . By: /s/ Daniel R. Luis ---------------------------------- Name: Daniel R. Luis Title: President and Chief Executive Officer The Investors: /s/ Ronald E. Obray ------------------------------------ Ronald E. Obray /s/ Denise E. Obray ------------------------------------ Denise _____________ dt 1337759 ;	Nasdaq Stock Market Inc. Nasdaq Stock Market Inc. ( Investment Services ) As referenced in this Registration Rights Agreement: Nasdaq Stock Market, Inc – price of one share of Common Stock on such exchange on the last trading day prior to the Valuation Date; (b) if the Common Stock is then quoted on The Nasdaq Stock Market, Inc . ("Nasdaq"), the National Association of Securities Dealers, Inc. OTC Bulletin Board (the "Bulletin Board") or such similar exchange or association, the closing sale price of one share of Common _____________ dt 1499454
Preview Full Doc	2002	Sales Agent Agreement Sales Agent Agreement (89K) Doc #140416: Click preview link for longer preview. SALES AGENT AGREEMENT THIS SALES AGENT AGREEMENT ("Agreement") is effective as of September 25, 2002 ("Effective Date") between EarthLink, Inc., a Delaware corporation ("EarthLink"), and GoAmerica, Inc., a Delaware corporation ("Parent"), and GoAmerica Communications Corporation, a Delaware corporation and wholly-owned subsidiary of Parent ("Sub", and together with Parent, "GoAmerica"). EarthLink and GoAmerica are individually and collectively referred to herein as "Party" or "Parties." RECITALS In connection with this Agreement and as elements of an overall strategic relationship, the parties will simultaneously enter into (i) an Acquisition Agreement, pursuant to which EarthLink will purchase certain assets of GoAmerica (ii) a Technology Development Agreement, pursuant to which the parties will develop certain technologies for use in the wireless data services business, (iii) a License Agreement, pursuant to which the GoAmerica will license to EarthLink certain software and other technologies required by EarthLink to service the Transferred Assets, and (iv) an Escrow Agreement, which defines EarthLink's rights to access the source code for certain of the licensed software. This Agreement, together with the Acquisition Agreement, the Technology Development Agreement, the License Agreement, and the Escrow Agreement are referred to collectively as the "Related Agreements." The Parties agree that the Related Agreements collectively represent an integrated transaction and that none of the Related Agreements would have been executed but for the execution of the others. Thus, the Parties agree that the consideration provided for each of the Related Agreements is consideration provided in exchange for the Parties' duties and obligations under all of the Related Agreements and that such consideration is full and fair consideration for each of the Parties' duties and obligations under all of the Related Agreements. NOW THEREFORE, in consideration of the mutual covenants and agreements contained herein and in the Related Agreements and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: 140416	GoAmerica GoAmerica, Inc. ( Communications Services ) As referenced in this Sales Agent Agreement: GoAmerica, Inc – AGREEMENT THIS SALES AGENT AGREEMENT ("Agreement") is effective as of September 25, 2002 ("Effective Date") between EarthLink, Inc., a Delaware corporation ("EarthLink"), and GoAmerica, Inc ., a Delaware corporation ("Parent"), and GoAmerica Communications Corporation, a Delaware corporation and wholly-owned subsidiary of Parent ("Sub", and together with Parent, " _____________ GoAmerica, Inc – in the case of overnight courier) addressed to the intended recipient as set forth below: If to GoAmerica: Aaron Dobrinsky Chairman and CEO GoAmerica, Inc . 433 Hackensack Avenue Hackensack, NJ 07601 Fax: 201-527-1772 with a copy to: GoAmerica, Inc. ATTN: General Counsel 433 Hackensack Avenue _____________ GoAmerica, Inc – to GoAmerica: Aaron Dobrinsky Chairman and CEO GoAmerica, Inc. 433 Hackensack Avenue Hackensack, NJ 07601 Fax: 201-527-1772 with a copy to: GoAmerica, Inc . ATTN: General Counsel 433 Hackensack Avenue Hackensack, NJ 07601 Fax: 201-527-1081 14 {PAGE} If to EarthLink: Brent Cobb Vice President _____________ GOAMERICA, INC – of this Agreement or any provision hereof. 15 {PAGE} The Parties hereto have executed this Agreement as of the Effective Date. EARTHLINK, INC. GOAMERICA, INC . By: /s/Brent Cobb By: /s/Aaron Dobrinsky ------------------------------ --------------------------- Print: Brent Cobb Print: Aaron Dobrinsky le: Vice President Title: CEO Date: September 25, _____________ GoAmerica, Inc – FROM TIME TO TIME AS REQUIRED BY GOAMERICA AND ALL SUCH AMENDMENTS WILL BE INCORPORATED HEREIN. GoAmerica(R) is a registered trademark of GoAmerica, Inc . Go.Web(R) is a registered trademark of GoAmerica, Inc. Go.Web OnPrem (SM) is a registered service mark of GoAmerica, Inc. _____________ dt 276497 ; EarthLink EarthLink, Inc. ( Computer Services ) As referenced in this Sales Agent Agreement: EarthLink, Inc. – filed separately with the Securities and Exchange Commission. Asterisks denote such omissions. SALES AGENT AGREEMENT THIS SALES AGENT AGREEMENT ("Agreement") is effective as of September 25, 2002 ("Effective Date") between EarthLink, Inc. , a Delaware corporation ("EarthLink"), and GoAmerica, Inc., a Delaware corporation ("Parent"), and GoAmerica Communications Corporation, a Delaware corporation and wholly-owned subsidiary of Parent ("Sub", and together with Parent, " _____________ EarthLink, Inc. – 527-1772 with a copy to: GoAmerica, Inc. ATTN: General Counsel 433 Hackensack Avenue Hackensack, NJ 07601 Fax: 201-527-1081 14 {PAGE} If to EarthLink: Brent Cobb Vice President EarthLink, Inc. 1375 Peachtree Street Atlanta, GA 30309 Fax: 404-287-4905 with copies to: EarthLink, Inc. 1375 Peachtree Street Atlanta, GA 30309 Attn: Legal Department Fax: 404-287-4905 Hunton & _____________ EarthLink, Inc. – NJ 07601 Fax: 201-527-1081 14 {PAGE} If to EarthLink: Brent Cobb Vice President EarthLink, Inc. 1375 Peachtree Street Atlanta, GA 30309 Fax: 404-287-4905 with copies to: EarthLink, Inc. 1375 Peachtree Street Atlanta, GA 30309 Attn: Legal Department Fax: 404-287-4905 Hunton & Williams 600 Peachtree Street, NE Suite 4100 Atlanta, GA 30308 Attn: W. Tinley Anderson, III _____________ EARTHLINK, INC. – any right, remedy or claim under or in respect of this Agreement or any provision hereof. 15 {PAGE} The Parties hereto have executed this Agreement as of the Effective Date. EARTHLINK, INC. GOAMERICA, INC. By: /s/Brent Cobb By: /s/Aaron Dobrinsky ------------------------------ --------------------------- Print: Brent Cobb Print: Aaron Dobrinsky le: Vice President Title: CEO Date: September 25, 2002 Date: September 25, 2002 _____________ EarthLink, Inc. – proprietary identifiers. EarthLink(R) EarthLink 5.0(TM) EarthLink DSL(TM) EarthLink Biz DSL(TM) EarthLink Personal Start Page (SM) EarthLink TotalAccess2003 (TM) EarthLink(R) is a registered trademark of EarthLink, Inc. EarthLink 5.0(TM) is a trademark of EarthLink, Inc. EarthLink DSL(TM) is a trademark of EarthLink, Inc. EarthLink Biz DSL(TM) is a trademark of EarthLink, Inc. _____________ dt 1457520 ;	Hunton Hunton & Williams ( Legal ) As referenced in this Sales Agent Agreement: Hunton & Williams – EarthLink, Inc. 1375 Peachtree Street Atlanta, GA 30309 Attn: Legal Department Fax: 404-287-4905 Hunton & Williams 600 Peachtree Street, NE Suite 4100 Atlanta, GA 30308 Attn: W. Tinley Anderson, III dt 37421 ; GoAmerica Communications Corporation
Preview Full Doc	2001	Blackberry Service Provider Agreement Blackberry Service Provider Agreement (211K) Doc #415988: Click preview link for longer preview. RESEARCH IN MOTION LIMITED BLACKBERRY SERVICE PROVIDER AGREEMENT This BlackBerry Service Provider Agreement (the "Agreement") is entered into effective this 1st day of May, 2000 ("Effective Date") by and between Research In Motion Limited, a corporation organized under the laws of the Province of Ontario, Canada, having its head office at 295 Phillip Street, Waterloo, Ontario, N2L 3W8 Canada, collectively ("RIM") and GoAmerica, Inc., a corporation organized under the laws of the State of Delaware and having its principal office at 401 Hackensack Avenue, Hackensack, New Jersey, U.S.A. 07601 (the "BSP"). Whereas the BSP is in the business of providing product and/or services to End-Users, as defined herein below, and desires to offer certain RIM Products and Services to BSP registered End-Users; Whereas RIM wishes to grant to the BSP the rights (i) to purchase or license, as appropriate, for resale and licensing, renting, leasing and/or distribution to the BSP's End-Users certain RIM BlackBerry(TM) Products and BlackBerry Software as defined herein below, and (ii) to register such End-Users for wireless service; Now Therefore the BSP and RIM (each a "Party" and together the "Parties") agree as follows: 1. DEFINITIONS. The following terms have the following meanings when used in this Agreement: 1.01 "BSP Order Form" means the BSP product ordering document(s), developed by the BSP and approved by RIM, to be completed by the BSP and signed by the End-User, which shall include language that by signing the BSP Order Form, the End-User acknowledges and accepts the terms and conditions of the BSP End-User Agreement, 1.02 "BSP" End-User Agreement" means the end-user agreement developed by the BSP that includes substantially the same terms and conditions as the BlackBerry End-User Agreement. 1.03 "BlackBerry End-User Agreement" means the specific terms and conditions relative to the Service and Product (as each are defined below) attached as Schedule C. 1.04 "Delivery Schedule" means the schedule for delivery of the Initial Order as indicated in Schedule B. Delivery or Products shall be to the BSP at the address indicated above, or as mutually agreed. All deliveries of the Initial Order must be completed within [**] months from the execution of this Agreement. Subsequent delivery schedules shall be as mutually agreed to in writing and shall be irrevocable following acceptance by RIM. 1.05 "Documentation" means the documentation associated with the Product as listed on Schedule A and any other documentation delivered by RIM as part of the BlackBerry Product offering to the BSP for distribution to End-Users. 1.06 "End-User" means a customer of the BSP who makes purchases, rents, leases, or licenses the Products and Services (as the case may be) for such customer's own use through the signing and submission of the BSP Order Form. 1.07 "Initial Order" means the initial order for Product set forth on Schedule B. 1.08 "Product" or "Products" means those RIM hardware and software ("BlackBerry Software") products as indicated in Schedule A. Use of any Product is specifically limited to use in accordance with this Agreement. {PAGE} 1.09 "BSP Purchase Order" means the product ordering document by which the BSP transmits BSP's orders for Products and/or Services from RIM, such authorized document(s) to be provided to the BSP either directly or when implemented by RIM, through a secure, password-protected web site maintained by RIM. If specified by RIM, the BSP shall endeavor to use the electronic version of the BSP Purchase Order via the secure web site for the purpose of transmitting electronically the completed BSP Purchase Order to RIM. After acceptance by RIM, all BSP orders for Products and Services are non-refundable and may not be cancelled by either party except as expressly permitted in this Agreement. 1.10 "Service" or "Services" means the wireless service provided by RIM as indicated in Schedule A. 1.11 "Schedules" means the schedules to this Agreement specifying additional terms, conditions, rates and fees for the various Products and Services pursuant to this Agreement. The Schedules may be amended and may be supplemented by additional Schedules only by mutual written agreement of the Parties. 1.12 "Software License Agreement" means the RIM document provided in "click-wrap" form in the BlackBerry Software or Documentation and in paper form for display to potential End-users by the BSP that grants the End-User a nonexclusive, nontransferable right to use the software distributed with the BlackBerry Product or under a license to use the BlackBerry Software. 1.13 "Territory" means the geographical region of the United States of America and Canada. 1.14 "Tier I Support" means the BSP support staff will solely be responsible for directly interacting and assisting in the use, installation, and configuration of Products with the End-User's hardware and software as may be reasonably necessary to maintain End-User confidence and satisfaction or as requested by the End-User. Tier I Support also means the post-installation support provided by the BSP's support staff directly to the End-User relating to the post-installation operation of the Products and Services. 1.15 "Tier II Support" means the support provided by the RIM support staff directly to the BSP. The Tier II Support does not include interaction with the End-User. 2. RIGHTS GRANTED TO BSP 2.01 Right to Market, Sell and License Products and Services. "Affiliate" shall mean entities that are directly or indirectly controlled by BSP as each are identified on the attached Schedule F to this Agreement. "Controlled" means that BSP owns, directly or indirectly, more than fifty percent of the outstanding common stock of the Affiliate. BSP agrees to undertake to provide RIM at least thirty days prior notice of any Affiliate that is no longer controlled by BSP, in which case such Affiliate's rights under this Section 2.01 shall immediately terminate. BSP may also, upon acquiring a new Affiliate, request that RIM consent to amend Schedule F, which consent shall be granted unless doing so would cause RIM to breach an agreement between RIM and a third party, and provided, however, that BSP shall remain liable and obligated hereunder for the acts or omissions of such new Affiliates. Upon receipt and acceptance by RIM of the Initial Order and, subject to the terms and conditions of this Agreement and RIM's Standard Terms and Conditions of Sale included in Schedule C, RIM hereby grants to BSP and its Affiliates a nonexclusive, nontransferable right within the Territory to market, distribute, demonstrate, purchase for resale, renting and/or licensing, as the case may be, the Products and Services. BlackBerry Software is licensed, not sold. Neither BSP nor any Affiliate shall market, sell, rent, lease, license or distribute the Products or Services except as specifically permitted by this Agreement. Notwithstanding anything herein to the contrary, BSP may authorize its Affiliates and those of its resellers of other BSP products and services offered under BSP's name to market, distribute, demonstrate, purchase for resale, renting and/or licensing, as the case may be, the Products and Services, provided BSP informs RIM of the name, address and website of each such reseller prior to BSP authorizing such activities by the reseller; however, RIM shall not use such information for other then legitimate purposes and RIM shall not contact such Affiliates or resellers with a view to soliciting a direct contractual relationship with RIM. Purchases of Products by Affiliates and authorized resellers shall count toward BSP's Volume Commitment. The Parties agree to work together to establish a process by which BSP's resellers may be authorized by RIM to purchase Products, directly from RIM where such purchases will be counted toward BSP's Volume Commitment. 415988	GoAmerica GoAmerica, Inc. ( Communications Services ) As referenced in this Blackberry Service Provider Agreement: GoAmerica, Inc – Motion Limited, a corporation organized under the laws of the Province of Ontario, Canada, having its head office at 295 Phillip Street, Waterloo, Ontario, N2L 3W8 Canada, collectively ("RIM") and GoAmerica, Inc ., a corporation organized under the laws of the State of Delaware and having its principal office at 401 Hackensack Avenue, Hackensack, New Jersey, U.S.A. 07601 (the "BSP"). _____________ GoAmerica Inc – WHEREOF the Parties to this Agreement, through their duly authorized representatives signing below, execute and agree to be bound by the terms and conditions contained in this Agreement. RIM BSP GoAmerica Inc . ------------------------------------- Name of BSP /s/ Jim Balsillie /s/ Joseph A. Korb ------------------------------------- ------------------------------------- Signature Signature Jim Balsillie Joseph A. Korb ------------------------------------- ------------------------------------- Name (Typed or Printed) Name (Typed or Printed) Chairman and Co-CEO _____________ dt 1337743
Preview Full Doc	2001	Service Agreement Service Agreement (124K) Doc #415994: Click preview link for longer preview. SERVICE AGREEMENT This agreement (the "Agreement") dated as of July 26, 2000 describes the terms and conditions pursuant to which GoAmerica Communications Corp., a Delaware corporation having offices at 401 Hackensack Avenue, Hackensack NJ 07601 ("GOAMERICA") authorizes Rogers Wireless Inc. a corporation incorporated under the laws of Canada, having offices at One Mount Pleasant Road, Toronto, Ontario, M4Y 2Y5 ("ROGERS") to purchase and resell specified services (including related software) provided by GoAmerica from time . . . 415994	GoAmerica GoAmerica, Inc. ( Communications Services ) ;	Operators Operators Association ( Associations ) As referenced in this Service Agreement: Operators Association; – have the same meaning as "MOBITEX"; "MOBITEX PROTOCOL" means the standard international communications protocol for a two-way wireless data network as promulgated from time to time by the Mobitex Operators Association; "ROGERS CUSTOMER" means a user of an Enabled Device and "ROGERS CUSTOMERS" means all of such users; "ROGERS INTELLECTUAL PROPERTY" will have the meaning set out in Section 16; " _____________ dt 1361894
Preview Full Doc	2001	Service Agreement Service Agreement (180K) Doc #415999: Click preview link for longer preview. SERVICE AGREEMENT This agreement (the "Agreement") is made as of October 1, 2000 ("Effective Date"), by and between GOAMERICA COMMUNICATIONS CORPORATION, a Delaware corporation ("GoAmerica"), and the Personal Network Solutions Company division of SONY ELECTRONICS INC., a Delaware corporation ("Sony"). RECITALS WHEREAS, Sony and GoAmerica desire to enter, into business relationship in which GoAmerica will support the creation, marketing and operation of a Sony- . . . 415999	GoAmerica GoAmerica, Inc. ( Communications Services )
Full Doc	2007	Services Agreement Services Agreement (40K) Doc #2797120: This document is immediately available for purchase, but does not have a preview available for viewing. 2797120	GoAmerica GoAmerica, Inc. ( Communications Services )
Preview Full Doc	2007	Goamerica, Inc. Goamerica, Inc. (58K) Doc #2978162: Click preview link for longer preview. GOAMERICA, INC. STOCK PURCHASE AGREEMENT 290,135 SHARES OF SERIES A PREFERRED STOCK August 1, 2007 SCHEDULES AND EXHIBITS SCHEDULE A Schedule of Investors SCHEDULE B Schedule of Exceptions SCHEDULE C Operating Subsidiaries SCHEDULE D Insurance EXHIBIT A Certificate of Designations EXHIBIT B Investor Rights Agreement EXHIBIT C Opinion of Company Counsel EXHIBIT D . . . 2978162	GoAmerica GoAmerica, Inc. ( Communications Services ) As referenced in this Goamerica, Inc.: GOAMERICA, INC – Stock Purchase Agreement EX-7.02 3 dex702.htm STOCK PURCHASE AGREEMENT Exhibit 7.02 Execution Copy GOAMERICA, INC . STOCK PURCHASE AGREEMENT 290,135 SHARES OF SERIES A PREFERRED STOCK August 1, 2007 SCHEDULES AND EXHIBITS SCHEDULE A Schedule of Investors SCHEDULE B Schedule of Exceptions SCHEDULE C _____________ GoAmerica, Inc – Counsel EXHIBIT D Compliance Certificate SERIES A PREFERRED STOCK PURCHASE AGREEMENT 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?). THE PARTIES HEREBY AGREE AS FOLLOWS: 1. Purchase and _____________ GoAmerica, Inc – Acquire. Except for (i) options to purchase an aggregate of 83,191 shares of Common Stock granted and outstanding under the GoAmerica Communications Corp. 1999 Stock Option Plan, the - 2 - GoAmerica, Inc . 1999 Stock Plan, the GoAmerica, Inc. Employee Stock Purchase Plan and the GoAmerica, Inc. 2005 Equity Compensation Plan (collectively, the ?Company Option Plans?) and (ii) warrants to purchase an _____________ GoAmerica, Inc – purchase an aggregate of 83,191 shares of Common Stock granted and outstanding under the GoAmerica Communications Corp. 1999 Stock Option Plan, the - 2 - GoAmerica, Inc. 1999 Stock Plan, the GoAmerica, Inc . Employee Stock Purchase Plan and the GoAmerica, Inc. 2005 Equity Compensation Plan (collectively, the ?Company Option Plans?) and (ii) warrants to purchase an aggregate of 84,320 shares of _____________ GoAmerica, Inc – Common Stock granted and outstanding under the GoAmerica Communications Corp. 1999 Stock Option Plan, the - 2 - GoAmerica, Inc. 1999 Stock Plan, the GoAmerica, Inc. Employee Stock Purchase Plan and the GoAmerica, Inc . 2005 Equity Compensation Plan (collectively, the ?Company Option Plans?) and (ii) warrants to purchase an aggregate of 84,320 shares of Common Stock granted and outstanding, there are not _____________ dt 1810938
Preview Full Doc	2007	Goamerica, Inc. Goamerica, Inc. (96K) Doc #2978163: Click preview link for longer preview. GOAMERICA, INC. STOCK PURCHASE AGREEMENT UP TO 9,381,045 SHARES OF SERIES A PREFERRED STOCK August 1, 2007 SCHEDULES AND EXHIBITS SCHEDULE A Schedule of Investors SCHEDULE B Schedule of Exceptions SCHEDULE C Operating Subsidiaries SCHEDULE D Insurance EXHIBIT A Form of Amended and Restated Certificate of Incorporation EXHIBIT B Investor Rights Agreement EXHIBIT C Form of Opinion of Company . . . 2978163	GoAmerica GoAmerica, Inc. ( Communications Services ) As referenced in this Goamerica, Inc.: GOAMERICA, INC – Stock Purchase Agreement EX-7.03 4 dex703.htm STOCK PURCHASE AGREEMENT Exhibit 7.03 Execution Copy GOAMERICA, INC . STOCK PURCHASE AGREEMENT UP TO 9,381,045 SHARES OF SERIES A PREFERRED STOCK August 1, 2007 SCHEDULES AND EXHIBITS SCHEDULE A Schedule of Investors SCHEDULE B Schedule of _____________ GoAmerica, Inc – Counsel EXHIBIT D Compliance Certificate SERIES A PREFERRED STOCK PURCHASE AGREEMENT 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?). THE PARTIES HEREBY AGREE AS FOLLOWS: 1. Purchase and _____________ GoAmerica, Inc – to Acquire. Except for (i) options to purchase an aggregate of 83,191 shares of Common Stock granted and outstanding under the GoAmerica Communications Corp. 1999 Stock Option Plan, the GoAmerica, Inc . 1999 Stock Plan, the GoAmerica, Inc. Employee Stock Purchase Plan and the GoAmerica, Inc. 2005 Equity Compensation Plan (collectively, the ?Company Option Plans?) and (ii) warrants to purchase an _____________ GoAmerica, Inc – to purchase an aggregate of 83,191 shares of Common Stock granted and outstanding under the GoAmerica Communications Corp. 1999 Stock Option Plan, the GoAmerica, Inc. 1999 Stock Plan, the GoAmerica, Inc . Employee Stock Purchase Plan and the GoAmerica, Inc. 2005 Equity Compensation Plan (collectively, the ?Company Option Plans?) and (ii) warrants to purchase an aggregate of 84,320 shares of _____________ GoAmerica, Inc – of Common Stock granted and outstanding under the GoAmerica Communications Corp. 1999 Stock Option Plan, the GoAmerica, Inc. 1999 Stock Plan, the GoAmerica, Inc. Employee Stock Purchase Plan and the GoAmerica, Inc . 2005 Equity Compensation Plan (collectively, the ?Company Option Plans?) and (ii) warrants to purchase an aggregate of 84,320 shares of Common Stock granted and outstanding, there are not _____________ dt 1810939
Preview Full Doc	2001	Strategic Alliance Agreement Strategic Alliance Agreement (56K) Doc #146854: Click preview link for longer preview. STRATEGIC ALLIANCE AGREEMENT BETWEEN GOAMERICA INC. AND RESEARCH IN MOTION LIMITED THIS STRATEGIC ALLIANCE AGREEMENT (the "Agreement") is entered into as of the 1st day of July, 2000, by and among GOAMERICA INC. ON BEHALF OF ITSELF AND OTHER AFFILIATED CORPORATIONS (hereinafter referred to as "GoAmerica"), a corporation organized under the laws of Delaware, United States of America, with its principal office at 401 Hackensack Avenue, Hackensack, NJ 07601, and RESEARCH IN MOTION LIMITED (hereinafter referred to as "RIM"), a corporation organized under the laws of Ontario, Canada, having principal offices at 295 Phillip Street, Waterloo, Ontario, Canada, N2L 3W8; the above parties are individually and/or collectively referred to herein as the "Party" or "Parties". WITNESSETH: WHEREAS, the Parties have determined that they would benefit from a joint arrangement among their respective organizations to market the RIM BlackBerry Solution and certain RIM Wireless Handheld Devices for Mobitex and Datatac Networks (the "Handheld" or "Handhelds") with GoAmerica's "Go.Web" software application which allows Internet access via wireless handheld devices (the "Application") [the RIM BlackBerry Solution, Handhelds and the Application are individually and/or collectively referred to herein as the "Product" or "Products"]; and WHEREAS, the Parties desire to enter into this Agreement in order to define a business relationship to support and accomplish the above business objective through coordinated marketing arrangements; and WHEREAS, the Parties have entered into a Preliminary Marketing Agreement (the "PMA") dated May 3, 2000 wherein the Parties agreed to enter into a Strategic Alliance Agreement; NOW, THEREFORE, in consideration of the mutual promises hereinafter set forth, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows: 1 RIM ______ GoAmerica _______ {PAGE} 2 1 SCOPE 1.1 During the Term of this Agreement as hereinafter defined, the Parties will work together to offer and market the BlackBerry Solution with the Application to end-user customers buying directly from RIM. 2 TERM 2.1 The term of this Agreement ("Term") shall be for a period of one (1) year from July 31, 2000 (the "Effective Date"). This Agreement shall be automatically renewed for additional one-year periods unless terminated by either Party with thirty (30) days written notice to the other Party prior to the end of the Term or any renewal Term. 3 REPRESENTATIONS AND WARRANTIES 3.1 GoAmerica represents and warrants that it either owns or is authorized to sublicense a software application, "Go.Web" (the "Application"), described in Schedule A attached hereto, which allows Internet access via wireless handheld devices. GoAmerica hereby grants RIM the right to use the Application in conjunction with the Handhelds and the RIM BlackBerry Solution. 3.2 GoAmerica warrants to RIM that the Application hereunder will be free from significant programming errors, will be delivered on media that are free from defects in workmanship and materials, will operate in conformity with the performance capabilities, specifications and functions of such Application, and will conform to the standards generally observed in the industry for similar software applications. GoAmerica shall be solely responsible for providing any and all End-User Warranties relating to the Application. Except as expressly provided in this Agreement, no other warranties, express or implied, are made by GoAmerica. 3.3 GoAmerica warrants that none of: (a) the Application, (b) any upgrades, enhancements or other modifications to the Application developed by or on behalf of GoAmerica and incorporated into the Application or otherwise provided to RIM, or (c) any documentation provided by GoAmerica to RIM along with the Application will infringe or violate, as the case may be, any patents or trademarks registered or enforceable in the United States or Canada, trade names, and copyrights, trade secrets or other intellectual property or proprietary rights. 3.4 GoAmerica warrants that to the best of its knowledge the Application, when integrated with the Handhelds and/or the BlackBerry Solution, will not infringe or violate, as the case may be, any patents or trademarks registered or enforceable in the United States or Canada, trade names, and copyrights, trade secrets or other intellectual property or proprietary rights. 146854	GoAmerica GoAmerica, Inc. ( Communications Services ) As referenced in this Strategic Alliance Agreement: GOAMERICA INC – 1 EXHIBIT 10.24 Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. STRATEGIC ALLIANCE AGREEMENT BETWEEN GOAMERICA INC . AND RESEARCH IN MOTION LIMITED THIS STRATEGIC ALLIANCE AGREEMENT (the "Agreement") is entered into as of the 1st day of July, 2000, _____________ GOAMERICA INC – IN MOTION LIMITED THIS STRATEGIC ALLIANCE AGREEMENT (the "Agreement") is entered into as of the 1st day of July, 2000, by and among GOAMERICA INC . ON BEHALF OF ITSELF AND OTHER AFFILIATED CORPORATIONS (hereinafter referred to as "GoAmerica"), a corporation organized under the laws of Delaware, United _____________ GOAMERICA INC – have caused this Agreement to be executed by their duly authorized representatives as of the dates set forth below. RESEARCH IN MOTION LIMITED GOAMERICA INC . By: /s/ Jim Balsillie By: /s/ Joe Korb Name: Jim Balsillie Name: Joe Korb Title: Chairman and Co-CEO Title: President 16 _____________ dt 276506 ;	Research in Motion Limited
Preview Full Doc	2001	Strategic Alliance Agreement Strategic Alliance Agreement (56K) Doc #415993: Click preview link for longer preview. STRATEGIC ALLIANCE AGREEMENT BETWEEN GOAMERICA INC. AND RESEARCH IN MOTION LIMITED THIS STRATEGIC ALLIANCE AGREEMENT (the "Agreement") is entered into as of the 1st day of July, 2000, by and among GOAMERICA INC. ON BEHALF OF ITSELF AND OTHER AFFILIATED CORPORATIONS (hereinafter referred to as "GoAmerica"), a corporation organized under the laws of Delaware, United States of America, with . . . 415993	GoAmerica GoAmerica, Inc. ( Communications Services ) As referenced in this Strategic Alliance Agreement: GOAMERICA INC – DESCRIPTION}STRATEGIC ALLIANCE MARKETING AGREEMENT {TEXT} {PAGE} 1 EXHIBIT 10.24 Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. STRATEGIC ALLIANCE AGREEMENT BETWEEN GOAMERICA INC . AND RESEARCH IN MOTION LIMITED THIS STRATEGIC ALLIANCE AGREEMENT (the "Agreement") is entered into as of the 1st day of July, 2000, by and among GOAMERICA INC. ON BEHALF _____________ GOAMERICA INC – ALLIANCE AGREEMENT BETWEEN GOAMERICA INC. AND RESEARCH IN MOTION LIMITED THIS STRATEGIC ALLIANCE AGREEMENT (the "Agreement") is entered into as of the 1st day of July, 2000, by and among GOAMERICA INC . ON BEHALF OF ITSELF AND OTHER AFFILIATED CORPORATIONS (hereinafter referred to as "GoAmerica"), a corporation organized under the laws of Delaware, United States of America, with its principal office _____________ GOAMERICA INC – laws rules. IN WITNESS HEREOF, the Parties have caused this Agreement to be executed by their duly authorized representatives as of the dates set forth below. RESEARCH IN MOTION LIMITED GOAMERICA INC . By: /s/ Jim Balsillie By: /s/ Joe Korb Name: Jim Balsillie Name: Joe Korb Title: Chairman and Co-CEO Title: President 16 RIM ______ GoAmerica _______ {PAGE} 17 17 _____________ dt 1337746
Preview Full Doc	2001	Supply Agreement Supply Agreement (60K) Doc #415997: Click preview link for longer preview. SUPPLY AGREEMENT This Supply Agreement (the "AGREEMENT") is made as of November 28, 2000, by and between Sierra Wireless Data, Inc. ("SWD"), a Delaware corporation, having an office at Park 80, Plaza West, Suite 200, Saddle Brook, New Jersey, U.S.A., 07663, and GoAmerica Inc., a Delaware corporation having an office at 401 Hackensack Ave., Hackensack, NJ 07601 ("GOA"). WHEREAS the parties desire to enter into a commercial arrangement under which SWD will design, develop, manufacture and sell to GOA an agreed-upon . . . 415997	GoAmerica GoAmerica, Inc. ( Communications Services ) As referenced in this Supply Agreement: GoAmerica Inc – by and between Sierra Wireless Data, Inc. ("SWD"), a Delaware corporation, having an office at Park 80, Plaza West, Suite 200, Saddle Brook, New Jersey, U.S.A., 07663, and GoAmerica Inc ., a Delaware corporation having an office at 401 Hackensack Ave., Hackensack, NJ 07601 ("GOA"). WHEREAS the parties desire to enter into a commercial arrangement under which SWD will design, _____________ GOAMERICA INC – of the substantive law of any other jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement. SIERRA WIRELESS DATA, INC. GOAMERICA INC . /s/ Jason Cohenour /s/ Joseph Korb ----------------------------------- ------------------------------------ Signature Signature Jason Cohenour Joseph Korb ----------------------------------- ------------------------------------ Name: Name: President ----------------------------------- ------------------------------------ Title: Title: -19- {PAGE} 20 Confidential Materials omitted and filed separately with the Securities _____________ dt 1337747 ; Metricom Metricom, Inc. ( Computer Services ) As referenced in this Supply Agreement: Metricom, Inc. – which forms an integral part of this Agreement: {TABLE} {CAPTION} Schedule No. Scheduled Information ------------ --------------------- {S} {C} 1 Delivery Schedules {/TABLE} 1.9 METRICOM PURCHASE AGREEMENT. If GOA is approved by Metricom, Inc. as a "designee" under the Purchase Agreement (the "Metricom Agreement") dated November 9, 1999 between SWD and Metricom., Inc., then to the extent that there is any conflict or _____________ Metricom., Inc. – TABLE} 1.9 METRICOM PURCHASE AGREEMENT. If GOA is approved by Metricom, Inc. as a "designee" under the Purchase Agreement (the "Metricom Agreement") dated November 9, 1999 between SWD and Metricom., Inc. , then to the extent that there is any conflict or inconsistency between the terms and provisions of this Agreement and the terms and provisions of the Metricom Agreement, the _____________ dt 1449558 ;	Sierra Wireless Sierra Wireless, Inc. ( Communications Equipment ) As referenced in this Supply Agreement: Sierra Wireless, Inc. – other and will be deemed received on the third business day after mailing: -16- {PAGE} 17 If to Sierra Wireless Data, Inc. With a copy to: Park 80, Plaza West Sierra Wireless, Inc. Suite 200 13575 Commerce Parkway, Suite 150 Saddle Brook, NJ 07663 USA Richmond, BC, Canada V6V 2LI Attention: President Attention: President If to GOA 401 Hackensack Ave. Hackensack, NJ _____________ dt 1476213
Preview Full Doc	2001	Supply Agreement Supply Agreement (8K) Doc #415998: Click preview link for longer preview. 415998	GoAmerica GoAmerica, Inc. ( Communications Services ) As referenced in this Supply Agreement: GOAMERICA, INC – separately with the Securities and Exchange Commission. Asterisks denote omissions. AMENDING AGREEMENT NO. 1 TO THE SUPPLY AGREEMENT DATED AS OF NOVEMBER 28, 2000 BETWEEN SIERRA WIRELESS DATA, INC. AND GOAMERICA, INC . This Amending Agreement is made as of December 29, 2000, by and between Sierra Wireless Data, Inc. ("SWD"), a Delaware Corporation and GoAmerica, Inc. ("GOA"), a Delaware Corporation. WHEREAS, _____________ GoAmerica, Inc – BETWEEN SIERRA WIRELESS DATA, INC. AND GOAMERICA, INC. This Amending Agreement is made as of December 29, 2000, by and between Sierra Wireless Data, Inc. ("SWD"), a Delaware Corporation and GoAmerica, Inc . ("GOA"), a Delaware Corporation. WHEREAS, SWD and GOA entered into a Supply Agreement dated as of November

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