Pledge Agreement among Ayin Holding Company Inc., Lori H. Mitchell, and Charys Holding Company, Inc.

Summary

This agreement is between Ayin Holding Company Inc. (Pledgor), Lori H. Mitchell (Pledgee), and Charys Holding Company, Inc. (Parent). Ayin pledges shares of Complete Tower Sources, Inc. as collateral to secure Parent's obligations under a $23,755,852 promissory note issued to Mitchell. If Parent defaults on the note, Mitchell can take ownership of the pledged shares or pursue the full amount owed. The agreement ends when the note is fully paid. Ayin cannot sell or transfer the shares until the debt is satisfied.

EX-10.14 15 ex10_14.txt EXHIBIT 10.14 EXHIBIT A --------- PLEDGE AGREEMENT THIS PLEDGE AGREEMENT is entered into and made effective this 15th day of August, 2006 by and between AYIN HOLDING COMPANY INC., a Delaware corporation ("Pledgor"), LORI H. MITCHELL, an individual resident of the State of Louisiana ("Pledgee"), and CHARYS HOLDING COMPANY, INC., a Delaware corporation ("Parent") appearing herein for the purpose of acknowledging and ratifying the terms hereof. W I T N E S S E T H: WHEREAS, under that certain letter agreement, of even date herewith, by and among Complete Tower Sources, Inc., Mitchell Site Acq., Inc. and The Tower Company of Louisiana, LLC, the respective equityowners thereof, Parent, and Pledgor (the "Letter Agreement"), consideration is payable to Pledgee by the issuance of a promissory note in the principal amount of Twenty Three Million Seven Hundred Fifty Five Thousand Eight Hundred and Fifty Two Dollars ($23,755,852), such amount to be reduced in accordance with the terms and conditions of the Letter Agreement (the "Note"); WHEREAS, under that certain Stock Purchase Agreement (the "Stock Purchase Agreement"), dated June 20, 2006, by and among Pledgor, Complete Tower Sources, Inc. ("CTSI"), and Pledgee, Pledgor is acquiring one hundred percent (100%) of the issued and outstanding capital stock (the "Shares"), no par value per share, of CTSI; WHEREAS, Parent has contemporaneously executed and delivered to Pledgee the Note; and WHEREAS, all parties hereto have agreed, as a condition to the sale of the Shares under the Stock Purchase Agreement, that Pledgor will secure Parent's obligations under the Note by granting Pledgee a security interest in the Shares. NOW, THEREFORE, the parties hereto agree as follows: 1. Grant of Security Interest. To secure Pledgor's and Pledgor's ----------------------------- affiliates obligations under the Note, Pledgor hereby grants to Pledgee a security interest in the Shares, together with (a) all securities, instruments and other property ("Additional Property") at any time received or receivable by Pledgor by reason of any stock dividend, stock split, recapitalization, reclassification, merger, consolidation, liquidation, exchange, renewal, substitution, or other transaction regarding the Shares or regarding any Additional Property; (b) all dividends and interest received or receivable on any of the Shares or any Additional Property; and (c) all proceeds of the foregoing. The foregoing properties and proceeds are referred to in this Agreement as "Collateral." 2. Event of Default. An "Event of Default" shall occur if Pledgor ------------------ shall fail to make payment due under the Note under the terms and conditions of the Note. 3. Remedies. Upon an Event of Default, Pledgee shall have the right -------- to, without further notice, retain the pledged Shares and become the owner thereof, and the money paid to Pledgee on the Closing Date (as that term is defined under the Letter Agreement) shall remain the property of Pledgee. Upon an Event of Default and in the event that Pledgee does not elect to retain the ownership of the Shares as provided above, Pledgee shall have the right to pursue Pledgor and Parent for the full amount due under the Note, together with all interests, penalties, costs, attorney's fees and other such matters as are provided by law, without having any responsibility to return to or account to Pledgor for the amount paid by the Pledgor on the Closing Date. 4. Voting. Unless and until an Event of Default shall have occurred ------ and be continuing, Pledgor shall be entitled to vote any and all Shares and to give consents, waivers or ratifications in respect thereof. 5. Alienation or Encumbrance. Pledgor shall not sell, transfer, --------------------------- donate, or otherwise alienate or encumber the Shares until the obligations under the Note are satisfied. 6. Termination. Upon the full payment and the satisfaction and ----------- termination of the Note, this Pledge Agreement also shall terminate, and Pledgee, at the request and expense of the Pledgor, will execute and deliver to the Pledgor a proper instrument or instruments acknowledging the satisfaction and termination of this Pledge Agreement. AND NOW COMES, Charys Holding Company, Inc., as Parent, appearing herein for the purpose of recognizing, acknowledging, ratifying and agreeing to be bound by the terms of this Pledge Agreement. [SIGNATURES ON THE FOLLOWING PAGE] IN WITNESS WHEREOF, Pledgor has duly executed this Agreement as of the date first above written. PLEDGOR: AYIN HOLDING COMPANY INC. By: ------------------------------ Name: Jimmy R. Taylor Title: President CHARYS HOLDING COMPANY, INC. By: ------------------------------ Name: Billy V. Ray, Jr. Title: Chief Executive Officer PLEDGEE: /s/ Lori H. Mitchell ------------------------------ Lori H. Mitchell (Signature Page to the Pledge Agreement)