WITNESSETH:Voting Agreement • November 8th, 2004 • Cypress Communications Holding Co Inc • Telephone communications (no radiotelephone) • Delaware
EXHIBIT 10.9 SILICON VALLEY BANK LOAN AND SECURITY AGREEMENT BORROWER: CYPRESS COMMUNICATIONS, INC. ADDRESS: 15 PIEDMONT CENTER, SUITE 100 ATLANTA, GEORGIA 30305 DATE: JULY 12, 2002 THIS LOAN AND SECURITY AGREEMENT is entered into on the above date...Loan and Security Agreement • July 31st, 2002 • U S Realtel Inc • Telephone communications (no radiotelephone) • Georgia
EXECUTION VERSION AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • November 8th, 2004 • Cypress Communications Holding Co Inc • Telephone communications (no radiotelephone)
BY AND AMONGAgreement and Plan of Merger • January 22nd, 2002 • U S Realtel Inc • Telephone communications (no radiotelephone) • Delaware
ANDAsset Purchase Agreement • July 31st, 2002 • U S Realtel Inc • Telephone communications (no radiotelephone) • New York
EXHIBIT 10.2 EXECUTIVE EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this "AGREEMENT") is made and entered into effective as of the 21st day of February, 2002 by and between CYPRESS COMMUNICATIONS, INC., a Delaware corporation (the "COMPANY" or...Executive Employment Agreement • April 16th, 2002 • U S Realtel Inc • Telephone communications (no radiotelephone) • Georgia
AGREEMENTSShareholders' Agreement • January 22nd, 2002 • U S Realtel Inc • Telephone communications (no radiotelephone) • Delaware
EXHIBIT 10.1 SECOND AMENDMENT TO LOAN AGREEMENT This Second Amendment to Loan Agreement (this "AMENDMENT"), is made as of this 12th day of May 2005, by and among by and among J. Oliver Cunningham Trust dated February 26, 1971, an Indiana trust (the...Loan Agreement • May 13th, 2005 • Cypress Communications Holding Co Inc • Telephone communications (no radiotelephone)
COMMON STOCK PURCHASE WARRANT OF U.S. REALTEL, INC.U S Realtel Inc • July 26th, 2002 • Telephone communications (no radiotelephone) • Delaware
AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • January 22nd, 2002 • U S Realtel Inc • Telephone communications (no radiotelephone)
EXHIBIT 4 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement, dated as of July 16, 2002 (the "Agreement") is by and among U.S. RealTel, Inc., a Delaware corporation (the "Company") and the Purchasers set forth on Schedule I hereto (the...Registration Rights Agreement • July 26th, 2002 • U S Realtel Inc • Telephone communications (no radiotelephone) • Georgia
JULY 16, 2002 LENDERS: BORROWERS:Loan Agreement • March 30th, 2004 • U S Realtel Inc • Telephone communications (no radiotelephone) • Georgia
EXHIBIT 4.3 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement, dated as of July 16, 2002 (the "Agreement") is by and among U.S. RealTel, Inc., a Delaware corporation (the "Company") and the Purchasers set forth on Schedule I hereto (the...Registration Rights Agreement • March 30th, 2004 • U S Realtel Inc • Telephone communications (no radiotelephone) • Georgia
RECITALSLoan and Security Agreement • July 19th, 2004 • Cypress Communications Holding Co Inc • Telephone communications (no radiotelephone) • Georgia
EXHIBIT 4.4 INTERCREDITOR (SUBORDINATION) AGREEMENT THIS INTERCREDITOR (SUBORDINATION) AGREEMENT (this "Agreement") is made as of the 16th day of July, 2002 by and among the J. Oliver Cunningham Trust dated February 26, 1971, an Indiana Trust (the...Subordination) Agreement • March 30th, 2004 • U S Realtel Inc • Telephone communications (no radiotelephone) • Delaware
AMENDMENT TO EMPLOYMENT AGREEMENT OF JORDAN E. GLAZOVEmployment Agreement • June 8th, 2000 • U S Realtel Inc • Telephone communications (no radiotelephone)
EXHIBIT 3 PURCHASE AGREEMENT THIS PURCHASE AGREEMENT (this "Agreement") is made and entered into as of the 16th day of July, 2002, by and among U.S. REALTEL, INC., a Delaware corporation (the "U.S. RealTel"), Cypress Communications, Inc., a...Purchase Agreement • July 26th, 2002 • U S Realtel Inc • Telephone communications (no radiotelephone)
RECITALSLoan Modification Agreement • July 19th, 2004 • Cypress Communications Holding Co Inc • Telephone communications (no radiotelephone) • Georgia
RECITALSStock Purchase Agreement • November 14th, 2001 • U S Realtel Inc • Telephone communications (no radiotelephone) • Illinois
WITNESSETH:Employment Agreement • June 8th, 2000 • U S Realtel Inc • Telephone communications (no radiotelephone) • Illinois
RECITALSEmployment Agreement • April 16th, 2002 • U S Realtel Inc • Telephone communications (no radiotelephone) • Illinois
RECITALSRegistration Rights Agreement • June 8th, 2000 • U S Realtel Inc • Telephone communications (no radiotelephone) • Illinois
EXHIBIT 10.1 EXECUTIVE EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this "AGREEMENT") is made and entered into effective as of the 21st day of February, 2002 by and between CYPRESS COMMUNICATIONS, INC., a Delaware corporation (the "COMPANY" or...Executive Employment Agreement • April 16th, 2002 • U S Realtel Inc • Telephone communications (no radiotelephone) • Georgia
WITNESSETH:Voting Agreement • November 8th, 2004 • Cypress Communications Holding Co Inc • Telephone communications (no radiotelephone) • Delaware
AMENDMENT TO REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 8th, 2000 • U S Realtel Inc • Telephone communications (no radiotelephone)
AMENDMENT TO SHAREHOLDERS' AGREEMENTShareholders' Agreement • June 8th, 2000 • U S Realtel Inc • Telephone communications (no radiotelephone)
EXHIBIT 10.12 PURCHASE AGREEMENT THIS PURCHASE AGREEMENT (this "Agreement") is made and entered into as of the 16th day of July, 2002, by and among U.S. REALTEL, INC., a Delaware corporation (the "U.S. RealTel"), Cypress Communications, Inc., a...Purchase Agreement • March 30th, 2004 • U S Realtel Inc • Telephone communications (no radiotelephone)
EXHIBIT 10.2 EXECUTIVE EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this "AGREEMENT") is made and entered into effective as of this 1st day of November, 2003 by and between U.S. REALTEL, INC. a Delaware corporation (the "COMPANY" or "USRT" or...Executive Employment Agreement • March 30th, 2004 • U S Realtel Inc • Telephone communications (no radiotelephone) • Georgia
EXHIBIT 10.11 FIRST AMENDMENT TO LOAN AGREEMENT This First Amendment to Loan Agreement (this "AMENDMENT"), is made as of this 25th day of March 2004, by and among by and among J. Oliver Cunningham Trust dated February 26, 1971, an Indiana trust (the...Loan Agreement • March 30th, 2004 • U S Realtel Inc • Telephone communications (no radiotelephone)
RECITALSExecutive Employment Agreement • March 30th, 2001 • U S Realtel Inc • Telephone communications (no radiotelephone) • Florida
PLAN AND AGREEMENT OF MERGER BY AND BETWEEN U.S. REALTEL, INC., AN ILLINOIS CORPORATION AND U.S. REALTEL, INC., A DELAWARE CORPORATIONPlan and Agreement of Merger • June 8th, 2000 • U S Realtel Inc • Telephone communications (no radiotelephone)
OFFICE LEASEPresidential Towers • June 8th, 2000 • U S Realtel Inc • Telephone communications (no radiotelephone) • Illinois
AMENDMENT NO. 1 TO ASSET PURCHASE AGREEMENT AND WAIVERAsset Purchase Agreement and Waiver • July 31st, 2002 • U S Realtel Inc • Telephone communications (no radiotelephone) • New York
AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • February 7th, 2005 • Cypress Communications Holding Co Inc • Telephone communications (no radiotelephone)
This AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER (this “Amendment”) is entered into as of February 3, 2005 by and among TECHINVEST HOLDING COMPANY, INC., a Delaware corporation (“Parent”), TECHINVEST ACQUISITION, INC., a Delaware corporation and a wholly owned subsidiary of Parent (“Purchaser”), and CYPRESS COMMUNICATIONS HOLDING CO., INC., a Delaware corporation (the “Company”).
RECITALS:Closing Services Agreement • July 31st, 2002 • U S Realtel Inc • Telephone communications (no radiotelephone) • New York
