REGISTRATION RIGHTS AGREEMENT ----------------------------- This Registration Rights Agreement (the "Agreement") is made and entered into as of this ___ day of May, 2006 by and between CHARYS HOLDING COMPANY, INC., a Delaware corporation (the...Registration Rights Agreement • June 14th, 2006 • Charys Holding Co Inc • Services-personal services • Georgia
Exhibit 2 AMENDED AND RESTATED STOCK PURCHASE AGREEMENT THIS AMENDED AND RESTATED AGREEMENT is made this 25th day of May, 2004, by and between JANET RISHER and RICHARD SCHMIDT (collectively, the "Sellers") SPIDERBOY INTERNATIONAL, INC., a Minnesota...Stock Purchase Agreement • July 21st, 2004 • Spiderboy International Inc • Services-personal services • California
EXHIBIT A ---------Pledge Agreement • September 11th, 2006 • Charys Holding Co Inc • Services-personal services
RECITALSEmployment Agreement • September 11th, 2006 • Charys Holding Co Inc • Services-personal services • Texas
SECURITIES PURCHASE AGREEMENT SECURITIES PURCHASE AGREEMENT (the "AGREEMENT"), dated as of August 30, 2006, by and among Charys Holding Company, Inc., a Delaware corporation, (the "COMPANY"), and the investors listed on the Schedule of Buyers attached...Securities Purchase Agreement • September 6th, 2006 • Charys Holding Co Inc • Services-personal services • New York
PLAN AND AGREEMENT OF TRIANGULAR MERGER BETWEEN CHARYS HOLDING COMPANY, INC., CHARYS ACQUISITION COMPANY, INC. AND CCI TELECOM, INC.Merger Agreement • March 10th, 2005 • Charys Holding Co Inc • Services-personal services • Georgia
ANDAsset Purchase Agreement • May 4th, 2006 • Charys Holding Co Inc • Services-personal services • Nevada
STOCK PURCHASE AGREEMENT PROMISSORY NOTEPromissory Note • September 11th, 2006 • Charys Holding Co Inc • Services-personal services • Delaware
EXHIBIT 2.1 STOCK PURCHASE AGREEMENT THIS STOCK PURCHASE AGREEMENT is made and entered into on December 5, 2003, by and between MARK N. PARDO (the "Seller") and RICHARD MANGIARELLI and RICHARD SCHMIDT (collectively, the "Purchaser"). WHEREAS, the...Stock Purchase Agreement • December 12th, 2003 • Spiderboy International Inc • Services-prepackaged software • Minnesota
REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT (this "AGREEMENT"), dated as of August 30, 2006, by and among Charys Holding Company, Inc., a Delaware corporation (the "COMPANY"), and the undersigned buyers (each, a "BUYER", and...Registration Rights Agreement • September 6th, 2006 • Charys Holding Co Inc • Services-personal services • New York
SETTLEMENT AGREEMENT AND MUTUAL RELEASE --------------------------------------- This Settlement Agreement and Mutual Release (hereinafter the "Agreement") is made as of the 5th day of June, 2006 by and between Lumbermens Mutual ----- Casualty Company...Settlement Agreement • June 14th, 2006 • Charys Holding Co Inc • Services-personal services • Georgia
AGREEMENT ---------Employment Agreement • August 17th, 2004 • Charys Holding Co Inc • Services-personal services • Georgia
GRAPHIC Charys OMITTED] Holding Company, Inc. March 4, 2005 CCI ASSOCIATES, LTD. ATTN. MR. MICHAEL J. NOVAK, CEO 19240 REDLAND RD. SAN ANTONIO, TX 78259 Dear Mr. Novak: Charys Holding Company, Inc., a Delaware corporation, is pleased to provide you...Letter Agreement • March 22nd, 2005 • Charys Holding Co Inc • Services-personal services • Texas
IRREVOCABLE TRANSFER AGENT INSTRUCTIONS August 30, 2006 Fidelity Transfer Company 1800 S. West Temple, Suite 301 Salt Lake City, Utah 84115 RE: CHARYS HOLDING CO., INC. Ladies and Gentlemen: Reference is made to that certain Securities Purchase...Securities Purchase Agreement • September 6th, 2006 • Charys Holding Co Inc • Services-personal services
JOINT VENTURE AGREEMENTJoint Venture Agreement • August 17th, 2004 • Charys Holding Co Inc • Services-personal services • Georgia
ARTICLE 1Office Lease • May 4th, 2006 • Charys Holding Co Inc • Services-personal services
SECURITIES PURCHASE AGREEMENT SECURITIES PURCHASE AGREEMENT (the "Agreement"), dated as of May 19, 2006, by and among Charys Holding Company, Inc. (the "COMPANY") and the investors listed on the Schedule of Buyers attached hereto (individually, a...Securities Purchase Agreement • August 23rd, 2006 • Charys Holding Co Inc • Services-personal services • New York
AGREEMENTEmployment Agreement • September 11th, 2006 • Charys Holding Co Inc • Services-personal services • Delaware
GRAPHIC OMITTED] GUARANTY AGREEMENT ------------------ THIS GUARANTY AGREEMENT ("Guaranty") is made as of the 28th day of July, -------- 2005, by Guarantor (as hereinafter defined) for the benefit of Lender (as hereinafter defined). 1. Definitions. As...Guaranty Agreement • August 12th, 2005 • Charys Holding Co Inc • Services-personal services • Texas
AMENDED AND RESTATED STOCK PLEDGE AGREEMENT THIS AMENDED AND RESTATED AGREEMENT is made this 16th day of August, 2005, by and between JANET RISHER and RICHARD F. SCHMIDT (collectively, the "Secured Party") and BILLY V. RAY, JR. (the "Debtor")....Stock Pledge Agreement • November 23rd, 2005 • Charys Holding Co Inc • Services-personal services • California
AMENDMENT #2 ------------ TO CAPCO SECURITY AGREEMENT --------------------------- JULY 18, 2005 ------------- THE OPENING PARAGRAPH AS FOLLOWS: This Contract of Sale and Security Agreement dated for purposes of reference July 18, 2005; is between the...Security Agreement • August 12th, 2005 • Charys Holding Co Inc • Services-personal services
BORROWER: LENDER:Business Loan Agreement • May 25th, 2005 • Charys Holding Co Inc • Services-personal services
THIS WARRANT WAS ORIGINALLY ISSUED ON AUGUST 28, 2006, AND SUCH ISSUANCE WAS NOT REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY COMPARABLE STATE SECURITIES LAWS. NEITHER THIS WARRANT NOR ANY OF THE SECURITIES ISSUABLE UPON EXERCISE...Stock Purchase Warrant • September 8th, 2006 • Charys Holding Co Inc • Services-personal services • Delaware
ARTICLE 2 REPRESENTATIONS AND WARRANTIES OF SELLER ----------------------------------------Stock Purchase Agreement • November 18th, 2005 • Charys Holding Co Inc • Services-personal services • Florida
THIS NON-COMPETITION AGREEMENT (this "Agreement") is made this 15th day of --------- August, 2006 (the "Effective Date"), by and among Lori H. Mitchell ("Seller"), -------------- ------ Complete Tower Sources, Inc., a Louisiana corporation...Non-Competition Agreement • September 11th, 2006 • Charys Holding Co Inc • Services-personal services • Delaware
INTERCREDITOR AGREEMENTIntercreditor Agreement • September 8th, 2006 • Charys Holding Co Inc • Services-personal services • New York
STOCK PURCHASE AGREEMENT BY AND AMONG DATED AS OF JUNE 9, 2006 DIGITAL COMMUNICATIONS SERVICES, INC., A FLORIDA CORPORATION AS COMPANY BILLY B. CAUDILL AND DANIEL L. OSBORNE, AS SELLERSStock Purchase Agreement • August 23rd, 2006 • Charys Holding Co Inc • Services-personal services • Georgia
SECURITY AGREEMENT SECURITY AGREEMENT, dated as of August 30, 2006 (this "AGREEMENT") made by CHARYS HOLDING COMPANY, INC., a Delaware corporation (the "COMPANY"), and the undersigned subsidiaries of the Company (each a "GRANTOR" and collectively and...Security Agreement • September 6th, 2006 • Charys Holding Co Inc • Services-personal services • New York
AGREEMENT AND CONTRACT FOR SALE BETWEEN CCI TELECOM, INC. AND CCI ASSOCIATES, LTD.Sale Agreement • May 25th, 2005 • Charys Holding Co Inc • Services-personal services • Texas
AGREEMENTNote and Warrant Purchase Agreement • December 14th, 2006 • Charys Holding Co Inc • Services-personal services • New York
SECOND AMENDMENT TO STOCK PURCHASE AGREEMENT THIS AMENDED AGREEMENT is made this 16th day of August, 2005, by and between JANET RISHER and RICHARD F. SCHMIDT (collectively, the "Sellers") CHARYS HOLDING COMPANY, INC., a Delaware corporation formerly...Stock Purchase Agreement • November 23rd, 2005 • Charys Holding Co Inc • Services-personal services
EXHIBIT 1 STOCK PURCHASE AGREEMENT THIS STOCK PURCHASE AGREEMENT is made and entered into on December 5, 2003, by and between MARK N. PARDO (the "Seller") and RICHARD MANGIARELLI and RICHARD SCHMIDT (collectively, the "Purchaser"). WHEREAS, the Seller...Stock Purchase Agreement • July 21st, 2004 • Spiderboy International Inc • Services-personal services • Minnesota
ARTICLE I REGISTRATION RIGHTSRegistration Rights Agreement • May 25th, 2005 • Charys Holding Co Inc • Services-personal services • Texas
EMPLOYMENT AGREEMENT --------------------Employment Agreement • August 23rd, 2006 • Charys Holding Co Inc • Services-personal services • Georgia
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED, OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THERE0F UNDER SUCH ACT OR PURSUANT TO RULE...Warrant Agreement • October 11th, 2005 • Charys Holding Co Inc • Services-personal services • Georgia
