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  registration

afforded by the provisions of Regulation D  ("Regulation  D"), as promulgated by

the U.S. Securities and Exchange Commission (the "SEC") under the Securities Act

of 1933, as amended; and



                  B. On the date hereof the Investors  are severally  purchasing

from the Company, and the Company is issuing and selling to the Investors,  upon

the terms and conditions  stated in this Agreement,  (i) $1,015,000 in aggregate

principal  amount of the Company's  10% Senior  Secured  Convertible  Promissory

Notes in the form attached  hereto as Exhibit A (the  "Notes"),  which Notes are

convertible into shares of Common Stock (as defined below) at a conversion price

of $0.15 per share,  (appropriately  adjusted for any stock split, reverse stock

split,  stock  dividend or other  reclassification  or combination of the Common

Stock occurring  after the date hereof,  including the Reverse Split (as defined

below)) (the "Conversion  Price") and (ii) warrants (the "Warrants") to purchase

an aggregate of 1,353,333  shares  (appropriately  adjusted for any stock split,

reverse stock split, stock dividend or other  reclassification or combination of

the Common Stock occurring  after the date hereof,  including the Reverse Split)

of  Common  Stock in the form  attached  hereto as  Exhibit  B for an  aggregate

purchase price of $1,015,000 (the "Note Purchase Price"); and



                  C. Simultaneously  herewith,  the parties hereto are executing

and delivering a Registration  Rights Agreement,  in the form attached hereto as

Exhibit C (the "Registration  Rights Agreement"),  pursuant to which the Company

will agree to provide  certain  registration  rights under the Securities Act of

1933, as amended,  and the rules and  regulations  promulgated  thereunder,  and

applicable state securities laws; and



                  D. The Investors  wish to purchase  from the Company,  and the

Company wishes to sell and issue to the Investors, upon the terms and conditions

stated in this  Agreement,  an aggregate of  89,900,000  shares  (before  giving

effect to the Reverse Split) of Common Stock,  at a price of $0.15 per share, in

addition to the shares of Common Stock issuable upon the conversion of the Notes

and the exercise of the Warrants.





{PAGE}



                  In  consideration  of the mutual  promises made herein and for

other good and valuable  consideration,  the receipt and sufficiency of which is

hereby acknowledged, the parties hereto agree as follows:



         1. Definitions.  In addition to those terms defined above and elsewhere

in this Agreement, for the purposes of this Agreement, the following terms shall

have the meanings set forth below:



                  "Affiliate"  means,  with  respect  to any  Person,  any other

Person which directly or indirectly through one or more intermediaries Controls,

is controlled by, or is under common control with, such Person.



                  "Business  Day" means a day,  other than a Saturday or Sunday,

on which  banks  in New York  City  are  open  for the  general  transaction  of

business.



                  "Common  Stock"  means the common  stock,  par value $0.01 per

share,  of the Company,  and any  securities  into which the Common Stock may be

reclassified.



                  "Company's  Knowledge"  means  the  actual  knowledge  of  the

executive  officers  (as defined in Rule 405 under the 1933 Act) of the Company,

after reasonable inquiry.



                  "Confidential  Information" means trade secrets,  confidential

information and know-how that the Company classifies as confidential information

(including  but  not  limited  to  ideas,  formulae,  compositions,   processes,

procedures  and  techniques,  research  and  development  information,  computer

program  code,  performance  specifications,  support  documentation,  drawings,

specifications, designs, business and marketing plans, and customer and supplier

lists and related information).



                  "Control" (including the terms "controlling",  "controlled by"

or "under common control with") means the possession, direct or indirect, of the

power to direct or cause the  direction  of the  management  and  policies  of a

Person,  whether  through the  ownership  of voting  securities,  by contract or

otherwise.



                  "Conversion  Shares" means the shares of Common Stock issuable

upon the conversion of the Notes.



                  "Creditors"  shall mean the creditors of the Company set forth

in Schedule 4.3.



                  "Escrow Agent" means Pedley, Zielke, Gordinier & Pence, PLLC.



                  "Escrow  Agreement"  means that certain Escrow Agreement dated

on or about  December  ___, 2003 between the Company,  the  Placement  Agent and

Escrow Agent, in substantially the form of Exhibit D.



                  "Intellectual  Property"  means  all  of  the  following:  (i)

patents, patent applications,  patent disclosures and inventions (whether or not

patentable  and whether or not reduced to practice);  (ii)  trademarks,  service





                                      -2-

{PAGE}



marks, trade dress, trade names,  corporate names,  logos,  slogans and Internet

domain names,  together with all goodwill associated with each of the foregoing;

(iii) copyrights and copyrightable  works; (iv) registrations,  applications and

renewals  for  any of the  foregoing;  and  (v)  proprietary  computer  software

(including but not limited to data, data bases and documentation).



                  "Interest Shares" means the shares of Common Stock issuable in

lieu of cash interest under the Notes.



                  "Material  Adverse Effect" means a material  adverse effect on

(i)  the  assets,  liabilities,  results  of  operations,  financial  condition,

business,  or 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,  trust,  business trust,  association,  joint stock

company,  joint  venture,  sole  proprietorship,   unincorporated  organization,

governmental  authority  or any other  form of entity  not  specifically  listed

herein.



                  "Placement Agent" means Sunrise Securities Corp.



                  "Pledge  Agreement"  means the Pledge  Agreement  of even date

herewith in the form attached hereto as Exhibit E.



                  "Share  Purchase  Price" means  Thirteen  Million Four Hundred

Eighty-Five Thousand Dollars ($13,485,000).



                  "Reverse  Split"  means  a  one-for-four  to   one-for-fifteen

reverse  split of the Common  Stock,  as determined by the Board of Directors of

the Company.



                  "SEC Filings" has the meaning set forth in Section 4.6.



                  "Securities"  means the  Notes,  the  Conversion  Shares,  the

Interest  Shares,  the Warrants,  the Warrant  Shares,  the Shares and the Other

Shares.



                  "Shares"  means the shares of Common Stock being  purchased by

the Investors hereunder.



                  "Subsidiary" has the meaning set forth in Section 4.1.





                                      -3-

{PAGE}



                  "Transaction Documents" means the Notes, the Pledge Agreement,

this Agreement, the Registration Rights Agreement and the Warrants.



                  "Warrant  Shares"  means the shares of Common  Stock  issuable

upon the exercise of the Warrants.



                  "1933 Act" means the  Securities  Act of 1933, as amended,  or

any successor statute, and the rules and regulations promulgated thereunder.



                  "1934  Act"  means the  Securities  Exchange  Act of 1934,  as

amended,  or any successor  statute,  and the rules and regulations  promulgated

thereunder.



         2. Purchase and Sale.



                  2.1  Purchase and Sale of the Notes and  Warrants.  Subject to

the terms and  conditions  of this  Agreement,  on the date hereof,  each of the

Investors shall severally, and not jointly, purchase, and the Company shall sell

and issue to each Investor (i) the aggregate principal amount of the Notes as is

set forth opposite such  Investor's  name on the signature pages attached hereto

and (ii) such number of Warrants as is set forth opposite such  Investor's  name

on such  signature  pages  for an  aggregate  purchase  price  equal to the Note

Purchase Price as specified in Section 3.1 below.



                  2.2 Purchase and Sale of the Shares.  Subject to the terms and

conditions of this  Agreement,  on the Closing Date, each of the Investors shall

severally,  and not jointly,  purchase,  and the Company shall sell and issue to

each  Investor such number of Shares as is set forth  opposite  such  Investor's

name on the signature  pages  attached  hereto for an aggregate  purchase  price

equal to the Share Purchase Price as specified in Section 3.2 below.



                  2.3  Allocation  of Investment  Commitments.  For avoidance of

doubt,  the total  amount  being  invested by any  Investor  hereunder  shall be

allocated  pro rata to the  purchase  of (a) the Notes and  Warrants on the date

hereof and (b) the Shares on the Closing Date,  based on the aggregate  purchase

price for all such securities  delivered on such dates.  The aggregate amount to

be invested by each Investor 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 the

Notes to be issued to each such  Investor on the date hereof,  and a certificate

or  certificates,  registered  in  such  name or  names  as  each  Investor  may

designate,  representing  the Warrants to be issued to each such Investor,  with

instructions  that the  Notes and  Warrants  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 wire





                                      -4-

{PAGE}



transfer  in same  day  funds  to be  sent  to the  account  of the  Company  as

instructed in writing by the Company and/or the applicable parties to the Escrow

Agreement,  in an amount  representing  such  Investor's pro rata portion of the

Note Purchase Price as set forth on the signature pages to this Agreement.  Upon

receipt by the Company of the Note Purchase Price,  the Notes and 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 mutually agree.



                  (b) On the date  hereof,  the  Company  shall  deliver to each

Investor the following:



                           (i) executed  counterparts of the Registration Rights

Agreement and the Pledge Agreement;



                           (ii)  the   Collateral  (as  defined  in  the  Pledge

Agreement) to be held pursuant to the Pledge Agreement;



                           (iii)  a  Certificate,  executed  on  behalf  of  the

Company by its Chief Executive Officer or its Chief Financial Officer,  dated as

of the date  hereof,  certifying  that (A) the Company has  obtained any and all

consents, permits, approvals, registrations and waivers necessary or appropriate

for  consummation  of the purchase and sale of the Notes and the Warrants all of

which shall be in full force and effect; (B) the Company has filed with Nasdaq a

Notice of Additional  Listing  Application  covering the Conversion  Shares, the

Interest  Shares  and  the  Warrant  Shares;  (C)  no  judgment,   writ,  order,

injunction, award or decree of or by any court, or judge, justice or magistrate,

including any bankruptcy  court or judge, or any order of or by any governmental

authority,  shall have been issued,  and no action or proceeding shall have been

instituted  by  any   governmental   authority,   enjoining  or  preventing  the

consummation of the transactions contemplated hereby or in the other Transaction

Documents; (D) no stop order or suspension of trading shall have been imposed by

Nasdaq, the SEC or any other governmental regulatory body with respect to public

trading in the Common Stock; and (E) that the Company had aggregate  liabilities

to the Creditors as of such date of less than $1,500,000;



                           (iv) a Certificate, executed on behalf of the Company

by its Secretary, dated as of

the date hereof, certifying the resolutions adopted by the Board of Directors of

the Company  approving the  transactions  contemplated by this Agreement and the

other Transaction  Documents and the issuance of the Securities,  certifying the

current versions of the Certificate of  Incorporation  and Bylaws of the Company

and  certifying  as to the  signatures  and  authority  of persons  signing  the

Transaction Documents and related documents on behalf of the Company;



                           (v) an opinion from Hale and Dorr LLP, the  Company's

counsel,  dated as of the date hereof,  in substantially  the form of Exhibit F;

and



                           (vi)  agreements  executed by each of Aaron Dobrinsky

and Joseph Korb, in substantially the form of Exhibit G.





                                      -5-

{PAGE}



                  (c) On the date hereof,  the  Investors  shall  deliver to the

Company  executed  counterparts  of the  Registration  Rights  Agreement and the

Pledge Agreement.



                  (d) On or  before  the  date  hereof,  each  Investor  that is

purchasing Notes,  Warrants and Shares with an aggregate  purchase price of less

than $750,000  shall have  deposited the aggregate  purchase  price for all such

securities in such account as is designated by the Placement  Agent,  which such

account shall be subject to the Escrow Agreement.



                  3.2 Closing of the Shares.  Upon  confirmation  that the other

conditions to closing  specified in Section 6 hereof have been satisfied or duly

waived by the Required  Investors (as defined below),  the 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  may  designate,   with   instructions  that  such

certificates  are to be held for release to the  Investors  only upon payment in

full of the Share Purchase Price to the Company by all the Investors.  Promptly,

but no more than one Business Day thereafter,  the Escrow Agent or such Investor

shall  cause a wire  transfer in same day funds to be sent to the account of the

Company as instructed in writing by the Company,  in an amount representing each

Investor's  pro rata  portion  of the Share  Purchase  Price as set forth on the

signature pages to this Agreement.  On the date (the "Closing Date") the Company

receives the Share Purchase Price, 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 mutually

Home        Intelligence        Services        Subscriptions        News        About Us

Contact Us       Terms of Use       Resend Documents       Shopping Cart

Copyright © 2008 The Consus Group LLC