SECOND AMENDMENT TO STOCK PURCHASE AGREEMENT
THIS AMENDED AGREEMENT is made this 16th day of August, 2005, by and
between XXXXX XXXXXX and XXXXXXX X. XXXXXXX (collectively, the "Sellers") CHARYS
HOLDING COMPANY, INC., a Delaware corporation formerly known as "Spiderboy
International, Inc.," a Minnesota corporation (the "Company"), and XXXXX X. XXX,
XX. (the "Purchaser").
WHEREAS, on February 27, 2004, the Sellers, the Company, and the Purchaser
executed that certain Stock Purchase Agreement (the "Stock Purchase Agreement");
and
WHEREAS, on May 25, 2004, the Sellers, the Company, and the Purchaser
executed that certain Amended and Restated Stock Purchase Agreement; and
WHEREAS, the parties desire to further amend the Stock Purchase Agreement
as hereinafter provided; and
WHEREAS, all of the capitalized terms herein shall have the same meaning as
provided in the Stock Purchase Agreement;
NOW, THEREFORE, in consideration of the foregoing and the following mutual
covenants and agreements, the parties hereto agree as follows:
1. Completion of Purchase of Stock. Notwithstanding anything contained
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to the contrary in the Stock Purchase Agreement, the parties agree that the
Closing thereunder has occurred as of February 27, 2004, and the title to the
Initial Common Shares and the Initial Preferred Shares passed to the Purchaser
as of that date.
2. Escrow. The requirement for an escrow as described in the Stock
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Purchase Agreement has been eliminated. Consequently, the Escrow Agreement is
terminated.
3. Incorporation by Reference. The Stock Purchase Agreement and all of
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the attachments thereto constitute integral parts to this Agreement and are
incorporated into this Agreement by this reference.
4. Multiple Counterparts. This Agreement may be executed in one or
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more counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument. A facsimile transmission
or electronically transmitted copy of this signed Agreement shall be legal and
binding on all parties hereto.
5. Ratification and Republication. Except as amended by this
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Agreement, the parties do hereby ratify and republish the Stock Purchase
Agreement.
6. Entire Agreement. This instrument and the attachments hereto
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contain the entire understanding of the parties and may not be changed orally,
but only by an instrument in writing signed by the party against whom
enforcement of any waiver, change, modification, extension, or discharge is
sought.
IN WITNESS WHEREOF, this Agreement has been executed in multiple
counterparts on the date first written above.
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XXXXX XXXXXX
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XXXXXXX X. XXXXXXX
CHARYS HOLDING COMPANY, INC.
By
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Xxxxx X. Xxx, Xx., Chief Executive Officer
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XXXXX X. XXX, XX.
