Schedule 13D/Amendment No. 1

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, MoEI+oI41YN3+q6lsY5t0bL/ikKkZVluRbYW/Q1GOFmJf9tR3+BFhFojrDJXo/Ch vmLTJPY4IsSLTxAIVsc4Dw== 0001193125-07-219570.txt : 20071017 0001193125-07-219570.hdr.sgml : 20071017 20071016214537 ACCESSION NUMBER: 0001193125-07-219570 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20071017 DATE AS OF CHANGE: 20071016 GROUP MEMBERS: CCG OPERATIONS, LLC GROUP MEMBERS: CCP A, L.P. GROUP MEMBERS: JOSE E. FELICIANO GROUP MEMBERS: STEVEN C. CHANG SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: GOAMERICA INC CENTRAL INDEX KEY: 0001101268 STANDARD INDUSTRIAL CLASSIFICATION: RADIO TELEPHONE COMMUNICATIONS [4812] IRS NUMBER: 223693371 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-60637 FILM NUMBER: 071175283 BUSINESS ADDRESS: STREET 1: C/O GOAMERICA, INC. STREET 2: 433 HACKENSACK AVENUE CITY: HACKENSACK STATE: NJ ZIP: 07601 BUSINESS PHONE: 2019961717 MAIL ADDRESS: STREET 1: C/O GOAMERICA STREET 2: 401 HACKENSACK AVENUE CITY: HACKENSACK STATE: NJ ZIP: 07601 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Clearlake Capital Partners, LLC CENTRAL INDEX KEY: 0001409591 IRS NUMBER: 208563474 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 650 MADISON AVENUE 23RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-610-9000 MAIL ADDRESS: STREET 1: 650 MADISON AVENUE 23RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 SC 13D/A 1 dsc13da.htm SCHEDULE 13D/AMENDMENT NO. 1 Schedule 13D/Amendment No. 1

UNITED STATES

SECURITIES AND EXCHANGE

COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)

GoAmerica, Inc.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

380 20R 30 4

(CUSIP Number)

CCP A, L.P.

650 Madison Avenue, 23^rd Floor

New York, NY 10022

Attn: José E. Feliciano

Fax: (212) 610-9121

with a copy to:

Melainie K. Mansfield, Esq.

Milbank, Tweed, Hadley & McCloy LLP

601 S. Figueroa Street, 30th Floor

Los Angeles, California 90017

(213) 892-4000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

October 15, 2007

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. 380 20R 30 4


1.		Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). CCP A, L.P.
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x
3.		SEC Use Only
4.		Source of Funds (See Instructions) WC
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨
6.		Citizenship or Place of Organization Delaware


Number of Shares Beneficially Owned by Each Reporting Person With		7. Sole Voting Power 568,552 shares ⁽¹⁾
		8. Shared Voting Power 0
		9. Sole Dispositive Power 568,552 shares ⁽¹⁾
		10. Shared Dispositive Power 0


11.		Aggregate Amount Beneficially Owned by Each Reporting Person 568,552 shares ⁽¹⁾
12.		Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨
13.		Percent of Class Represented by Amount in Row (11) 21.6%
14.		Type of Reporting Person (See Instructions) PN

⁽¹⁾

Includes 273,585 shares of Common Stock and 290,135 shares of Series A Preferred Stock of the Issuer. The Series A Preferred Stock accrues a cumulative dividend of 8 percent per annum. In the event that any accrued dividends have not been paid in cash upon conversion of the Series A Preferred Stock into Common Stock, the holder of the Series A Preferred Stock being converted is entitled to receive a number of additional shares of Common Stock equal to such accrued but unpaid dividends divided by the then-applicable conversion price (currently $5.17).

SCHEDULE 13D

CUSIP No. 380 20R 30 4


1.		Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Clearlake Capital Partners, LLC
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x
3.		SEC Use Only
4.		Source of Funds (See Instructions) AF, WC
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨
6.		Citizenship or Place of Organization Delaware


Number of Shares Beneficially Owned by Each Reporting Person With		7. Sole Voting Power 0
		8. Shared Voting Power 568,552 shares⁽¹⁾
		9. Sole Dispositive Power 0
		10. Shared Dispositive Power 568,552 shares ⁽¹⁾


11.		Aggregate Amount Beneficially Owned by Each Reporting Person 568,552 shares ⁽¹⁾
12.		Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨
13.		Percent of Class Represented by Amount in Row (11) 21.6%
14.		Type of Reporting Person (See Instructions) HC, IA

⁽¹⁾

SCHEDULE 13D

CUSIP No. 380 20R 30 4


1.		Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) CCG Operations, LLC
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x
3.		SEC Use Only
4.		Source of Funds (See Instructions) AF, WC
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨
6.		Citizenship or Place of Organization Delaware


Number of Shares Beneficially Owned by Each Reporting Person With		7. Sole Voting Power 0
		8. Shared Voting Power 568,552 shares ⁽¹⁾
		9. Sole Dispositive Power 0
		10. Shared Dispositive Power 568,552 shares ⁽¹⁾


11.		Aggregate Amount Beneficially Owned by Each Reporting Person 568,552 shares ⁽¹⁾
12.		Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨
13.		Percent of Class Represented by Amount in Row (11) 21.6%
14.		Type of Reporting Person (See Instructions) HC, OO

⁽¹⁾

SCHEDULE 13D

CUSIP No. 380 20R 30 4


1.		Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Steven C. Chang
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x
3.		SEC Use Only
4.		Source of Funds (See Instructions) WC, AF
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨
6.		Citizenship or Place of Organization United States


Number of Shares Beneficially Owned by Each Reporting Person With		7. Sole Voting Power 0
		8. Shared Voting Power 568,552 shares ⁽¹⁾
		9. Sole Dispositive Power 0
		10. Shared Dispositive Power 568,552 shares ⁽¹⁾


11.		Aggregate Amount Beneficially Owned by Each Reporting Person 568,552 shares ⁽¹⁾
12.		Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨
13.		Percent of Class Represented by Amount in Row (11) 21.6%
14.		Type of Reporting Person (See Instructions) IN, HC

⁽¹⁾

SCHEDULE 13D

CUSIP No. 380 20R 30 4


1.		Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). José E. Feliciano
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x
3.		SEC Use Only
4.		Source of Funds (See Instructions) WC, AF
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨
6.		Citizenship or Place of Organization United States


Number of Shares Beneficially Owned by Each Reporting Person With		7. Sole Voting Power 0
		8. Shared Voting Power 568,552 shares ⁽¹⁾
		9. Sole Dispositive Power 0
		10. Shared Dispositive Power 568,552 shares ⁽¹⁾


11.		Aggregate Amount Beneficially Owned by Each Reporting Person 568,552 shares ⁽¹⁾
12.		Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨
13.		Percent of Class Represented by Amount in Row (11) 21.6%
14.		Type of Reporting Person (See Instructions) IN, HC

⁽¹⁾

SCHEDULE 13D

INTRODUCTORY STATEMENT

This Amendment No. 1 (this “Amendment”) supplements, pursuant to Rule 13d-2(a), the Schedule 13D (the “Schedule 13D”) of CCP A, L.P. (“CCP A”), Clearlake Capital Partners, LLC, CCG Operations, LLC, Steven C. Chang and José E. Feliciano filed with the Securities and Exchange Commission on August 1, 2007. This Amendment relates to the Common Stock, par value $0.01 per share (the “Common Stock”) of GoAmerica, Inc. (“GoAmerica” or “Issuer”). The principal executive offices of the Issuer are 433 Hackensack Avenue, Hackensack, NJ 07601.

Items 4 and 5 of the Schedule 13D are hereby amended and supplemented as follows:

ITEM 4.

PURPOSE OF TRANSACTION.

CCP A acquired a total of 180,000 shares of Common Stock of the Issuer for an aggregate purchase price of $1,170,000 (representing a per share price of $6.50) pursuant to a Purchase Agreement (the “Prensky Purchase Agreement”) with Mr. Zachary Prensky (“Mr. Prensky”) and The Kybartai Trust (the “Kybartai Trust”) dated October 15, 2007. A copy of the Prensky Purchase Agreement is attached to this Amendment as Exhibit 7.09.

On October 16, 2007, CCP A purchased 93,585 shares of Common Stock of GoAmerica in open market purchases through NASDAQ in ordinary brokerage transactions.

ITEM 5.

INTEREST IN SECURITIES OF THE ISSUER.

Based upon information provided by the Issuer, as of October 11, 2007, there were 2,462,605 shares of Common Stock issued and outstanding. As of the date of this Amendment, CCP A holds a total of 273,585 shares of Common Stock and 290,135 shares of Series A Preferred Stock. The Series A Preferred Stock accrues a cumulative cash dividend of 8 percent per annum. In the event that any accrued dividends have not been paid in cash upon conversion of the Series A Preferred Stock into Common Stock, the holder of the Series A Preferred Stock being converted is entitled to receive a number of additional shares of Common Stock equal to such accrued but unpaid dividends divided by the then-applicable conversion price (currently $5.17). Thus, as of the date of this Amendment, for the purposes of Reg. Section 240.13d-3, the Reporting Persons may be deemed to beneficially own approximately 568,522 shares of Common Stock, or 23.1% of the shares of Common Stock deemed issued and outstanding as of that date.

The table below sets forth the transactions in shares of Common Stock, or securities convertible into, exercisable for or exchangeable for shares of Common Stock, by CCP A or any other Reporting Person, or any person or entity controlled by it or any person or entity for which it possesses voting or investment control over the securities thereof, since the filing of the Schedule 13D as of August 1, 2007. All of the transactions set forth in the table below, other than the purchase of 180,000 shares of Common Stock at an aggregate purchase price of $1,170,000 from Mr. Prensky and the Kybartai Trust pursuant to the Prensky Purchase Agreement, were purchases and were effected in ordinary brokerage transactions.


Date	Quantity	Price Per Share
October 15, 2007	180,000 shares of Common Stock	$6.50
October 16, 2007	93,585 shares of Common Stock	$6.4644

The shares of Common Stock purchased by CCP A under the Prensky Purchase Agreement and the shares reported above purchased in open market transactions on October 16, 2007, represent approximately 11.1% of the total number of shares of common stock issued and outstanding of GoAmerica.

ITEM 7.

MATERIALS TO BE FILED AS EXHIBITS

The following exhibit is filed with this Amendment:

Exhibit 7.09, Prensky Purchase Agreement, dated as of October 15, 2007

[Signature Pages Follow]

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.


Date: October 16, 2007	CCP A, L.P., a Delaware limited partnership

	By:	Clearlake Capital Partners, LLC
	Its:	General Partner

	By:	CCG Operations, LLC
	Its:	Managing Member

	Clearlake Capital Partners, LLC

	By:	CCG Operations, LLC
	Its:	Managing Member

	CCG Operations, LLC Each of the above by:



										/s/ Behdad Eghbali
										Name: Behdad Eghbali Its: Authorized Person


						STEVEN CHANG



										/s/ Steven Chang
										Name: Steven Chang


						JOSÉ FELICIANO



										/s/ José Feliciano
										Name: José Feliciano

EX-7.09 2 dex709.htm PRENSKY PURCHASE AGREEMENT, DATED AS OF OCTOBER 15, 2007 Prensky Purchase Agreement, dated as of October 15, 2007

Exhibit 7.09

Execution Version

PURCHASE AGREEMENT

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

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 $6.50 share price) and upon the other terms and subject to the conditions set forth in this Agreement;

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

A G R E E M E N T

1. Purchase and Sale of the Shares.

1.1 Purchase and Sale. Upon the terms and subject to the conditions set forth in this Agreement, each Seller hereby sells, transfers and assigns to Purchaser, and Purchaser hereby purchases from each Seller, all of each Seller’s right, title and interest in and to the Shares, free and clear of any lien, pledge, or encumbrance of any kind.

1.2 Purchase Price. The Purchaser shall pay the Purchase Price to the Sellers for the Shares in accordance with this Agreement. Upon execution and delivery of this Agreement by each of Purchaser and Sellers and delivery of the Shares into an account specified by the Purchaser pursuant to Section 1.3 hereof, such Purchase Price shall be paid by wire transfer of immediately available funds in the amounts, and to the accounts, designated by Sellers to Purchaser on Schedule 1 attached hereto. The date on which the payment of the Purchase Price is paid by the Purchaser to the Sellers is referred to herein as the “Closing Date.”

1.3 Delivery of Shares. Upon execution and delivery of this Agreement by each of Purchaser and Sellers, Sellers will direct their brokers and intermediaries and will take all other necessary steps to cause delivery of the Shares into an account specified by the Purchaser.

2. Representations and Warranties of Sellers. Sellers hereby jointly and severally represent and warrant to Purchaser as follows:

2.1 Due Execution, Delivery and Performance by Seller; Enforceability. Each Seller has all requisite right, power and authority to enter into this Agreement, to perform its obligations hereunder, and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement, the performance of each Seller’s obligations hereunder and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary action on the part of each Seller. This Agreement, when duly executed by the Purchaser, will constitute a legally valid and binding obligation of each Seller, enforceable against each Seller in accordance with its terms, except to the extent that the enforceability hereof may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws generally affecting creditors’ rights and by equitable principles (regardless of whether enforcement is sought in equity or at law).

2.2 Consents and Approvals. No consent, approval, authorization or other order of any court, regulatory body, administrative agency or other governmental body is required for Sellers’ execution and delivery of this Agreement or Sellers’ performance of their obligations set forth herein. Sellers’ execution, delivery or performance of this Agreement will not violate any judgment, order, decree or agreement to which either Seller is subject. No consent, approval or authorization of any entity or person, including without limitation the Company or, to Sellers’ knowledge, any of the stockholders and creditors of the Company, is required for the execution and delivery by Sellers of this Agreement or the performance of their obligations hereunder.

2.3 Title to Securities Each Seller is the sole legal and beneficial owner of the Shares to be transferred by it hereunder. After payment of the purchase price pursuant hereto Purchaser shall be the sole legal and beneficial owner of the Shares, entitled to all of the benefits and to exercise all of the rights with respect thereto, free and clear of any lien, pledge or encumbrance of any kind (other than any such liens, pledges or encumbrances that have been created by Purchaser). After giving effect to the transactions contemplated hereby, except for warrants to purchase 157 shares of Common Stock of the Company owned by an affiliate of the Sellers, neither Seller shall own any securities (or beneficial ownership thereof), or rights or options to acquire any securities (or beneficial ownership thereof) of the Company or any of its subsidiaries or affiliates.

2.4 Investment Intent. Each Seller holds its Shares for investment purposes and such Shares were not purchased with a view to (or in contemplation or anticipation of) a sale of such Shares to Purchaser.

2.5 Compliance with Securities Laws. Neither Seller has made any offers to sell, or solicitations of any offers to buy, all or any portion of the Shares in violation of any applicable securities laws.

2.6 Reliance. Sellers are aware that Purchaser is relying upon the truth and completeness of this Agreement in agreeing to purchase the Shares.

3. Representations and Warranties of Purchaser. Purchaser hereby represents and warrants to Sellers as follows:

3.1 Due Execution, Delivery and Performance by Purchaser; Enforceability. Purchaser has all requisite right, power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, have been duly and validly authorized by all necessary action on the part of Purchaser. This Agreement, when duly executed by the Purchaser and Sellers, will constitute a legally valid and binding obligation of Purchaser, enforceable against Purchaser in accordance with its terms, except to the extent that the enforceability hereof may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws generally affecting creditors’ rights and by equitable principles (regardless of whether enforcement is sought in equity or at law).

3.2 Consents and Approvals. No consent, approval, authorization or other order of any court, regulatory body, administrative agency or other governmental body is required for the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby, and the execution, delivery and performance of this Agreement will not violate any contract, order, decree or agreement to which Purchaser is subject.

3.3 Sophisticated Purchaser. Purchaser is a sophisticated purchaser of securities, has such knowledge and experience in financial and business matters and is capable of evaluating the merits and risks of its investment in the Company. Purchaser has examined the Shares and has independently determined the value thereof.

3.4 Investment Intent. Purchaser is buying the Shares for Purchaser’s own account and for investment without a view to the distribution thereof in any manner which violates applicable securities laws.

3.6 Reliance. Purchaser is aware that Sellers are relying upon the truth and completeness of this Agreement in agreeing to sell the Shares.

4. Additional Sellers’ Representations, Covenants and Release.

4.1 Acknowledgments. To Purchaser’s knowledge, all material information with respect to the Company, its subsidiaries and the Shares has been publicly disclosed. Each Seller hereby represents, warrants and covenants to Purchaser that such Seller is aware that: (a) Purchaser is a significant holder of the Company’s Series A Convertible Preferred Stock; and (b) employees of Purchaser’s general partner are members of the board of directors of the Company.

In making its decision to sell the Shares at the price set forth herein, Sellers hereby acknowledge that they have not relied in any way upon any act, statement or omission of the Purchaser with respect to the Company, any of its affiliates or the Shares and hereby affirm that Purchaser has no fiduciary duty of any kind with respect to the Shares. Each party hereto further affirms that it is experienced, sophisticated and knowledgeable in trading in securities of private and public companies.

4.2 Release. Each Seller, on its own behalf and on behalf of its successors and/or assigns, hereby forever releases, discharges and dismisses any and all claims, rights, causes of action, suits, obligations, debts, demands, liabilities, controversies, costs, expenses, fees, and/or

damages of any kind (including, without limitation, any and all claims alleging violations of federal or state securities laws, common-law fraud or deceit, breach of fiduciary duty, negligence or otherwise), whether directly, derivatively, representatively or in any other capacity, against the Purchaser, the Company or any of their affiliates (including, without limitation, any and all of their past, present and/or future directors, officers, members, partners, employees, advisors, fiduciaries and agents, and each of their respective successors and assigns), in any way based upon, arising from, relating to or involving, directly or indirectly, the existence or substance of any non-public information.

Each Seller further hereby specifically waives any and all protections afforded by any state or federal statute or regulation that would, if enforced, have the effect of limiting the enforceability or effectiveness of the foregoing release or other foregoing provisions of this Agreement.

4.3 Standstill. Each Seller hereby agrees that, for a period of two years from the date of this letter agreement, unless specifically invited in writing by the Company, neither it nor any of its affiliates (as such term is defined under the Securities Exchange Act of 1934, as amended) will in any manner, directly or indirectly: (a) effect or seek, offer or propose (whether publicly or otherwise) to effect, or announce any intention to effect or cause or participate in or in any way assist, facilitate or encourage any other person to effect or seek, offer or propose (whether publicly or otherwise) to effect or participate in, (i) any acquisition of any securities (or beneficial ownership thereof), or rights or options to acquire any securities (or beneficial ownership thereof), or any assets, indebtedness or businesses of the Company or any of its subsidiaries or affiliates, (ii) any tender or exchange offer, merger or other business combination involving the Company, any of the subsidiaries or affiliates or assets of the Company or the subsidiaries or affiliates constituting a significant portion of the consolidated assets of the Company and its subsidiaries or affiliates, (iii) any recapitalization, restructuring, liquidation, dissolution or other extraordinary transaction with respect to the Company or any of its subsidiaries or affiliates, or (iv) any “solicitation” of “proxies” (as such terms are used in the proxy rules of the Securities and Exchange Commission) or consents to vote any voting securities of the Company or any of its affiliates; (b) form, join or in any way participate in a “group” (as defined under the 1934 Act) with respect to the Company or otherwise act in concert with any person in respect of any such securities; (c) otherwise act, alone or in concert with others, to seek representation on or to control or influence the management, Board of Directors or policies of the Company or to obtain representation on the Board of Directors of the Company; (d) take any action which would or would reasonably be expected to force the Company to make a public announcement regarding any of the types of matters set forth in (a) above; or (e) enter into any discussions or arrangements with any third party with respect to any of the foregoing. Each of the Sellers hereby also agrees during such period not to request that the Company or Purchaser, directly or indirectly, amend or waive any provision of this paragraph (including this sentence).

4.4 Confidentiality. The existence, terms and conditions of this Agreement shall not be disclosed, directly or indirectly, to any person by the Sellers, except (i) as may be required by law or regulation, (ii) in connection with the enforcement of the provisions of this Agreement, or (iii) to the Sellers’ professional advisors, lenders, shareholders, members, affiliates or employees

who agree to maintain the confidentiality of the existence, terms and conditions of this Agreement.

4.5 Non-Disparagement. Each of the Sellers hereby agrees to refrain, and to instruct its affiliates (and not to give or imply any contrary instruction) to refrain, from making any verbal or written statements or comments of a defamatory or disparaging nature regarding the Purchaser, the Company and their respective affiliates. Purchaser hereby agrees to refrain, and to instruct its affiliates (and not to give or imply any contrary instruction) to refrain, from making any verbal or written statements or comments of a defamatory or disparaging nature regarding the Sellers and their affiliates.

5. Miscellaneous.

5.1 Further Assurances. Following the execution of this Agreement, each party hereto shall, from time to time, at the requesting party’s cost and expense, execute and deliver such additional instruments, documents, conveyances or assurances and take such other commercially reasonable actions as reasonably requested by the other party hereto to confirm and assure the rights and obligations provided for in this Agreement, and render effective the consummation of the transactions contemplated hereby, including but not limited to cooperating with any proceeding before any regulatory or self-regulatory body to consummate or give effect to the transactions contemplated hereby.

5.2 Governing Law. This Agreement and the legal relations between the parties arising hereunder shall be governed by and interpreted in accordance with the laws of New York without respect to the conflict of laws provisions thereof.

5.3 Waiver of Jury Trial. EACH OF THE PARTIES TO THIS AGREEMENT HEREBY AGREES TO WAIVE ITS RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT OR ANY DEALINGS BETWEEN THEM RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT.

5.4 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

5.5 Titles and Subtitles. The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing, interpreting, implementing or enforcing this Agreement.

5.6 Recitals. The recitals to this Agreement are a part of this Agreement and are to be considered in construing, interpreting, implementing and enforcing this Agreement.

5.7 Injunctive Relief. Sellers acknowledge and agree that money damages would not be a sufficient remedy for any breach of this Agreement and that, in addition to all other remedies which Purchaser may have, Purchaser will be entitled to specific performance and injunctive or other equitable relief as a remedy for any such breach.

5.8 Survival. All representations, warranties, covenants and agreements contained in this Agreement shall survive indefinitely its execution and delivery.

5.9 Third Party Beneficiary. The Sellers acknowledge and agree that the Company is an intended third party beneficiary of Sections 4.3 and 4.5 hereof and as such shall be entitled to all of the benefits, and shall be permitted to enforce its rights, under such Sections of this Agreement as if it were a party hereto

5.10 Entire Agreement. This Agreement constitutes the entire agreement between the parties and supersedes all prior written or oral discussions or agreements among the parties hereto with respect to the subject matter hereof and contains the sole and entire agreement among the parties hereto with respect to the subject matter hereof.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.

PURCHASER:

CCP A, L.P.

By: Clearlake Capital Partners, LLC

Its: General Partner

By: CCG Operations, LLC

Its: Managing Member

By: /s/ Behdad Eghbali

Name: Behdad Eghbali

Title: Authorized Signatory

SELLERS:

ZACHARY PRENSKY

By: /s/ Zachary Prensky

Name: Zachary Prensky

THE KYBARTAI TRUST

By: /s/ Zachary Prensky

Name: Zachary Prensky

Title: Trustee

[Signature Page to Purchase Agreement]

STATE OF NEW YORK )

) ss:

COUNTY OF NEW YORK )

On the 15^th day of October, 2007, before me , the undersigned, a notary public in and for said state, personally appeared Zachary Prensky, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his capacity and that by his signature on the instrument the individual or the person upon behalf of which the individual acted executed the instrument.

WITNESS my hand and official seal.

/s/ Sey-Hyo Lee

NOTARY PUBLIC

My Commission Expires: 10/26/2010

[SEAL]

SEY-HYO LEE

Notary Public, State of New York

No. 31-5003516

Qualified In New York County

Certificate Filed In New York County

Commission Expires October 26, 2010

[Signature Page to Purchase Agreement]

STATE OF NEW YORK )

) ss:

COUNTY OF NEW YORK )

On the 15^th day of October, 2007, before me , the undersigned, a notary public in and for said state, personally appeared Behdad Eghbali, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his capacity and that by his signature on the instrument the individual or the person upon behalf of which the individual acted executed the instrument.

WITNESS my hand and official seal.

/s/ Sey-Hyo Lee

NOTARY PUBLIC

My Commission Expires: 10/26/2010

[SEAL]

SEY-HYO LEE

Notary Public, State of New York

No. 31-5003516

Qualified In New York County

Certificate Filed In New York County

Commission Expires October 26, 2010

[Signature Page to Purchase Agreement]

SCHEDULE 1

Wire Transfer Instructions:

Seller: Zachary Prensky

Amount($): $975,000

Account:

Seller: The Kybertai Trust

Amount($): $195,000

Account:

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