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.
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).
