Exhibit 10.2
Execution Version
SUPPORT AND LOCK-UP AGREEMENT
This
SUPPORT AND LOCK-UP
AGREEMENT (this
"Agreement") is entered into as
of September 12, 2007, by and among GoAmerica, Inc., a Delaware
corporation (the
"Acquirer"), and the
stockholders
of Hands On Video
Relay Services,
Inc., a
Delaware corporation ("HOVRS"), identified on the signature pages
hereto (each a
"Stockholder," and collectively, the "Stockholders").
RECITALS
A.
Reference is hereby
made to that certain
Agreement and Plan of Merger
dated as of September
12, 2007 (as it may be amended
from time to time,
the
"Merger Agreement"),
by and among Acquirer,
HOVRS Acquisition
Corporation, a
Delaware corporation
and wholly owned
subsidiary of Acquirer
("HOVRS Merger
Sub"), and HOVRS,
pursuant to which,
and subject to the
terms and
conditions
whereof, (i) HOVRS
Merger Sub will merge
with and into HOVRS and the separate
corporate existence
of HOVRS Merger Sub will cease,
(ii) each share of
HOVRS
Common Stock
will be converted into the right to receive
the Common
Merger
Consideration, and (iii) each share HOVRS Preferred Stock will be
converted into
the right to receive the Preferred Merger Consideration (such transactions are
referred to herein as the "Merger").
B. As a
condition to the
willingness of Acquirer to enter into the Merger
Agreement, Acquirer
has requested that the other parties hereto enter into this
Agreement, and such
parties are willing to enter into this Agreement for such
purpose.
AGREEMENT
NOW,
THEREFORE, in
consideration of the mutual promises herein contained,
and intending to be legally bound, the parties hereto agree as
follows:
1. Defined
Terms. Capitalized
terms used herein without definition shall
have the same meanings
as they are
given in the Merger Agreement. As used
herein, the term
"Shares" shall mean,
with respect to each
Stockholder,
all
shares of HOVRS Common Stock and HOVRS Preferred Stock set forth opposite the
name of such Stockholder on Schedule I hereto, and any other voting securities
of HOVRS, whether
issued before or after the date of this Agreement, that such
Stockholder purchases
or with respect to which such Stockholder otherwise
acquires record or beneficial ownership after the date of this
Agreement.
2. Conduct
of Stockholders
Pending Closing.
Until the time
specified in
paragraph 4
below, and except for all agreements and obligations of the
Stockholders hereunder
and as contemplated by the Merger Agreement, unless
authorized in advance by the HOVRS Board of Directors and by the
Acquirer Board
of Directors,
each Stockholder, solely in its capacity as a
stockholder
of
HOVRS, agrees (a) not
to sell or otherwise
transfer any of its Shares or any
economic, voting or
other direct or indirect interest therein, (b) not to grant
a proxy or enter into any voting agreement concerning any of the
Shares, and (c)
at any meeting of the
stockholders of HOVRS, to vote (or cause to be voted) the
Shares against (x) any merger agreement or merger,
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consolidation,
combination, sale
of substantial assets, reorganization or
recapitalization of or by HOVRS or any of its subsidiaries (except
in connection
with the Merger), or
(y) any amendment of HOVRS's certificate of incorporation
or bylaws or other proposal or transaction involving HOVRS or any of its
subsidiaries (except
in connection with the Merger), for the purpose of
impeding, frustrating, preventing or nullifying the Merger
Agreement, the Merger
or any of the other transactions contemplated by the Merger
Agreement.
3.
Representations
and Warranties. Each of the Stockholders hereby
represents and warrants to HOVRS and Acquirer that: (a) such
Stockholder has the
power and authority
to enter into and
deliver this Agreement
and perform its
obligations under this Agreement and, such Stockholder's
execution and
delivery
of this Agreement and
performance of its
obligations hereunder
have been duly
and validly authorized by any necessary corporate or similar proceedings
on the
part of such Stockholder, (b) this Agreement is binding on
such Stockholder and
enforceable in
accordance
with its terms, except as enforceability may be
limited by
applicable
bankruptcy,
insolvency,
reorganization,
moratorium,
fraudulent conveyance
or other similar laws affecting the enforcement of
creditors' rights
generally or by general equitable principles relating to
enforceability, (c)
the execution and delivery of this Agreement and the
performance by such Stockholder of its obligations hereunder do not require the
authorization,
consent, approval,
license, exemption or other action by, or
filing with,
any third party or governmental authority, do not violate
applicable law
or conflict with or result in a breach of any of such
Stockholder's
organizational
documents or
contractual
obligations, (d)
such
Stockholder owns the
Shares that are identified as to such Stockholder on
Schedule I to this
Agreement and that such Shares are free and clear of any
liens, claims
or encumbrances of any kind apart from such Stockholder's
obligations under
this Agreement, and (e) other than the Shares that are
identified as to
such Stockholder on Schedule I to this Agreement, such
Stockholder does not own (beneficially or of record) any voting
securities of
HOVRS.
4.
Termination. The
obligations of the Stockholders under this Agreement
shall terminate
upon the earliest to
