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)
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...Preferred Stock Purchase Agreement • January 18th, 2000 • 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
Exhibit 99.1 ------------ AMENDMENT NO. 1 TO SHAREHOLDER RIGHTS AGREEMENT ----------------------------------------------- This Amendment No. 1 to the Shareholder Rights Agreement between Cypress Communications, Inc., a Delaware corporation (the...Exhibit 99 • March 19th, 2001 • Cypress Communications Inc • Telephone communications (no radiotelephone)
FORM OFUnderwriting Agreement • February 4th, 2000 • Cypress Communications Inc • Telephone communications (no radiotelephone) • New York
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...Cypress Communications Inc • January 22nd, 2002 • Telephone communications (no radiotelephone) • Georgia
AMENDMENT NO. 2 TO SHAREHOLDER RIGHTS AGREEMENTShareholder Rights Agreement • January 22nd, 2002 • Cypress Communications Inc • Telephone communications (no radiotelephone)
FORM OF INDEMNIFICATION AGREEMENTForm of Indemnification Agreement • February 4th, 2000 • Cypress Communications Inc • Telephone communications (no radiotelephone) • Delaware
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, 2002Agreement and Plan of Merger • 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 TOLicense 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...Nondisclosure Agreement • January 22nd, 2002 • Cypress Communications Inc • Telephone communications (no radiotelephone) • Georgia
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).
FIRST AMENDMENT TO THE THIRD AMENDED AND RESTATED STOCKHOLDERS AGREEMENT OF CYPRESS COMMUNICATIONS, INC.Cypress Communications Inc • January 18th, 2000 • Telephone communications (no radiotelephone)
STATEMENT OF FACTSCypress Communications Inc • January 18th, 2000 • Telephone communications (no radiotelephone)
