FORM OFUnderwriting Agreement • February 4th, 2000 • Cypress Communications Inc • Telephone communications (no radiotelephone) • New York
EXHIBIT 10.4 CYPRESS COMMUNICATIONS, INC. THIRD AMENDED AND RESTATED STOCKHOLDERS AGREEMENT Dated effective as of October 8, 1999 TABLE OF CONTENTSStockholders Agreement • January 18th, 2000 • Cypress Communications Inc • Telephone communications (no radiotelephone) • Georgia
AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • January 22nd, 2002 • Cypress Communications Inc • Telephone communications (no radiotelephone)
FORM OF INDEMNIFICATION AGREEMENTIndemnification Agreement • February 4th, 2000 • Cypress Communications Inc • Telephone communications (no radiotelephone) • Delaware
EXHIBIT (e)(5) [LETTERHEAD OF CYPRESS COMMUNICATIONS, INC.] CONFIDENTIAL December 14, 2001 W. Frank Blount Chairman and Chief Executive Officer Cypress Communications, Inc. 15 Piedmont Center, Suite 100 Atlanta, Georgia 30305 RE: SEVERANCE AGREEMENT...Severance Agreement • January 22nd, 2002 • Cypress Communications Inc • Telephone communications (no radiotelephone) • Georgia
EXHIBIT (e)(11) RESTRICTED STOCK AWARD AGREEMENT UNDER THE CYPRESS COMMUNICATIONS, INC. 2000 STOCK OPTION AND INCENTIVE PLAN Name of Grantee: W. Frank Blount Number of Shares: 165,000 Purchase Price per Share: $.001 per share Grant Date: February 16,...Restricted Stock Award Agreement • January 22nd, 2002 • Cypress Communications Inc • Telephone communications (no radiotelephone) • Delaware
FIRST AMENDMENT TO THE THIRD AMENDED AND RESTATED STOCKHOLDERS AGREEMENT OF CYPRESS COMMUNICATIONS, INC.Stockholders Agreement • January 18th, 2000 • Cypress Communications Inc • Telephone communications (no radiotelephone)
EXHIBIT 10.10 CYPRESS COMMUNICATIONS, INC. Series B Preferred and Series B-1 Preferred Stock Purchase Agreement This Series B Preferred and Series B-1 Preferred Stock Purchase Agreement (the "Agreement") is entered into as of September 30, 1998, by...Stock Purchase Agreement • January 18th, 2000 • Cypress Communications Inc • Telephone communications (no radiotelephone) • Georgia
EXHIBIT 10.9 CYPRESS COMMUNICATIONS, INC. Series A Preferred Stock Purchase Agreement This Series A Preferred Stock Purchase Agreement (the "Agreement") is entered into as of July 15, 1997, by and among CYPRESS COMMUNICATIONS, INC., a Delaware...Series a Preferred Stock Purchase Agreement • January 18th, 2000 • Cypress Communications Inc • Telephone communications (no radiotelephone) • Georgia
AMENDMENT NO. 2 TO SHAREHOLDER RIGHTS AGREEMENTShareholder Rights Agreement • January 22nd, 2002 • Cypress Communications Inc • Telephone communications (no radiotelephone)
EXHIBIT 10.13 CYPRESS COMMUNICATIONS, INC. Series C Preferred Stock Purchase AgreementSeries C Preferred Stock Purchase Agreement • January 18th, 2000 • Cypress Communications Inc • Telephone communications (no radiotelephone) • New York
andShareholder Rights Agreement • March 30th, 2000 • Cypress Communications Inc • Telephone communications (no radiotelephone) • Delaware
Exhibit 10.1 EMPLOYMENT AGREEMENT -------------------- This Employment Agreement (the "Agreement") is entered into on this 31st day of May, 2000 by and between W. Frank Blount ("Executive") and Cypress Communications, Inc., a Delaware corporation (the...Employment Agreement • August 14th, 2000 • Cypress Communications Inc • Telephone communications (no radiotelephone) • Georgia
AGREEMENT AND PLAN OF MERGER by and among U.S. REALTEL, INC. CYPRESS MERGER SUB, INC. and CYPRESS COMMUNICATIONS, INC. dated as of JANUARY 10, 2002Merger Agreement • January 11th, 2002 • Cypress Communications Inc • Telephone communications (no radiotelephone) • Delaware
THIS AGREEMENT AND PLAN OF MERGER, dated as of January 10, 2002 by and among U.S. REALTEL, INC., a Delaware corporation (“Parent”), CYPRESS MERGER SUB, INC., a Delaware corporation and a wholly owned subsidiary of Parent (“Purchaser”) and CYPRESS COMMUNICATIONS, INC., a Delaware corporation (the “Company”). As used in this Agreement, capitalized terms have the meanings ascribed to them in Section 8.1.
SCHEDULE TOMaster Communications License Transaction Agreement • February 9th, 2000 • Cypress Communications Inc • Telephone communications (no radiotelephone) • Delaware
EXHIBIT (e)(3) NONDISCLOSURE AGREEMENT THIS NONDISCLOSURE AGREEMENT (this "Agreement") is made by and between CYPRESS COMMUNICATIONS, INC., a corporation organized under the laws of Delaware ("Cypress"), with a principal place of business located at...Non-Disclosure Agreement • January 22nd, 2002 • Cypress Communications Inc • Telephone communications (no radiotelephone) • Georgia
EXHIBIT 10.11 CYPRESS COMMUNICATIONS, INC. Series C Preferred and Series C-1 Preferred Stock Purchase AgreementSeries C Preferred and Series C-1 Preferred Stock Purchase Agreement • January 18th, 2000 • Cypress Communications Inc • Telephone communications (no radiotelephone) • New York
SHAREHOLDERS’ AGREEMENTShareholders Agreement • January 11th, 2002 • Cypress Communications Inc • Telephone communications (no radiotelephone) • Delaware
This SHAREHOLDERS’ AGREEMENT is dated as of January 10, 2002, among U.S. RealTel, Inc., a Delaware corporation (“Parent”), Cypress Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Purchaser”), and certain stockholders of Cypress Communications, Inc., a Delaware corporation (the “Company”), who are listed on and execute the signature pages attached hereto (each a “Stockholder” and, collectively, the “Stockholders”). Capitalized terms used herein and not otherwise defined shall have the meanings assigned to them in the Merger Agreement (as defined below).
