PUT AGREEMENT
This
PUT AGREEMENT, dated
effective as of July 28, 2005, is by and between
Michael J. Novak, an individual ("Novak"), and The Frost National Bank, a
national banking association ("Frost").
RECITALS
A. Frost owns 500,000 shares (the "Put Shares") of the Series C
Convertible Preferred Stock of Charys Holding Company, Inc., a Delaware
corporation ("Charys").
B. Novak and Frost desire to enter into
this Put Agreement wherein Novak
grants to Frost the right to require Novak to purchase the Put
Shares from
Frost, as more fully set forth herein.
NOW,
THEREFORE,
for good and valuable consideration, the receipt and
sufficiency of which is hereby
acknowledged, the parties hereto, intending to be
legally bound hereby, agree as follows:
1. Grant of Put. Novak hereby grants to Frost the option (the "Put
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Option"), in Frost's sole and exclusive
discretion, to require Novak to purchase
the Put Shares from Frost as set forth in numbered
paragraph 2 below for the
purchase price specified in numbered paragraph 3 below.
2. Exercise. The Put Option granted hereby may be
exercised at any time
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after twenty-four (24) months after the date hereof and before thirty
(30)
months after the date hereof (the
"Exercise Term").
Frost may exercise the Put
Option at any time during the Exercise Term by delivering
written notice of
exercise (the "Exercise Notice") to Novak in the manner provided in
numbered
paragraph 5 below. If notice of exercise is not
received by Novak prior to 5:00
p.m. San Antonio, Texas time on the last day of the Exercise
Term, this Put
Agreement and the Put Option granted hereunder shall terminate
and be of no
further force or effect. The Put Option may be exercised
only as a whole as to
all of the Put Shares then owned by Frost
and may not be exercised in part. Any
attempt to exercise the Put Option for less than all of the
Put Shares then
owned by Frost shall be void and of no effect.
3. Purchase Price; Settlement of Transaction. The purchase price upon
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exercise of the Put Option shall be $3.50 per
share (the "Put Purchase Price")
payable by Novak to Frost. The closing of the purchase and sale
of the Put
Shares (the "Closing") shall take place at
10:00 a.m. San Antonio, Texas time at
the offices of Frost at 100 W. Houston Street, San
Antonio, Texas, 78205 and
shall occur on the tenth business day following the
delivery of the Exercise
Notice to Novak, or at such other time and place as
shall be mutually agreed
upon by Novak and Frost. At the Closing, Frost shall
deliver to Novak stock
certificates representing the Put Shares accompanied by duly executed
stock
powers with signatures as may be necessary to vest title in
Novak to the Put
Shares free and clear of all liens, claims,
security interests, rights of others
or other encumbrances, against
delivery by Novak to Frost, by wire transfer, of
an amount equal to the Put Purchase Price.
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4. Investment Representation. In the event of an exercise of the Put
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Option, Novak acknowledges that the Put Shares
to be delivered to him pursuant
to numbered paragraph 3 hereof are not
being registered under the Securities Act
of 1933, as amended (the "Act") and that the transfer to him of such
unregistered Shares will be being made by
Frost in reliance on the provisions of
Section 4(2) of the Act. Novak represents that, if the Put
Option is exercised,
he intends to acquire the Put Shares
for investment for his own account and not
with a view to the distribution thereof.
5. Notices. All notices and communications which are required or
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permitted hereunder sha
