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TERMINATION OF ESCROW SHARES ESCROW
AGREEMENT
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THIS TERMINATION OF ESCROW SHARES ESCROW AGREEMENT (the
"Agreement") is
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made and entered into as of April 30, 2007 by and among CHARYS
HOLDING COMPANY,
INC., a corporation organized and existing under the laws of the
State of
Delaware (the "Company"), the Investors set forth on Schedule I
attached hereto
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(individually, a "Investor" or collectively "Investors"), and
GOTTBETTER &
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PARTNERS, LLP, as escrow agent ("Escrow Agent").
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RECITALS:
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WHEREAS, the Company and the Investors and certain additional
investors
(the "Additional Investors") entered into a Securities Purchase
Agreement (the
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"Preferred Stock Securities Purchase Agreement"), dated as of
May 19, 2006,
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pursuant to which the Company sold shares of its Series D
Convertible Preferred
Stock (the "Preferred Stock") which were convertible into the
Company's Common
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Stock, par value $0.001 per share (the "Common Stock") and in
connection
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therewith the Company issued certain warrants to purchase
additional shares of
Common Stock (the "Warrants");
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WHEREAS, the Preferred Stock Securities Purchase Agreement
provided that
the Company would, and the Company did, deposit the Escrow
Shares (as defined in
the Preferred Stock Securities Purchase Agreement) in a
segregated escrow
account to be held by Escrow Agent in order to effectuate the
conversion of the
Preferred Stock and the exercise of the Warrants, pursuant to an
Escrow Shares
Escrow Agreement dated as of May 19, 2006 among the Company,
Investors,
Additional Investors and Escrow Agent (the "Escrow
Agreement");
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WHEREAS, the Company and the Investors entered into a Securities
Exchange
Agreement, dated as of the date hereof, pursuant to which the
Company proposes
to exchange Preferred Stock f
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