STATE OF DELAWARE
AGREEMENT OF MERGER
AGREEMENT OF MERGER
BETWEEN
CHARYS HOLDING COMPANY, INC.
(a Delaware domestic corporation)
AND
SPIDERBOY INTERNATIONAL, INC.
(a Minnesota corporation)
This Plan and Agreement of Merger made and entered into on the 25th day of
June, 2004, by and between Spiderboy International, Inc., a Minnesota
corporation, and Charys Holding Company, Inc., a Delaware corporation.
WITNESSETH:
WHEREAS, the Delaware Corporation is a Corporation organized and existing
under the laws of the State of Delaware, its Certificate of Incorporation having
been filed in the Office of the Secretary of State of the State of Delaware on
April 16, 2004 and
WHEREAS, Spiderboy International, Inc. is a corporation organized and
existing under the laws of the State of Minnesota; and
WHEREAS, the aggregate number of shares which the Minnesota Corporation has
authority to issue is 50,000,000 shares of common stock, no par value per share,
and 5,000,000 shares of preferred stock, no par value per share; and
WHEREAS, the Board of Directors of each of the constituent corporations
deems it advisable that the Minnesota Corporation be merged into Charys Holding
Company, Inc. on the terms and conditions hereinafter set forth, in accordance
with the applicable provisions of the statutes of the States of Delaware and
Chapter 302A.615 of the Minnesota Statutes, respectively, which permit such
merger;
NOW, THEREFORE, in consideration of the premises and of the agreements,
covenants and provisions hereinafter contained, the Delaware Corporation and the
Minnesota Corporation, by their respective Boards of Directors, have agreed and
do hereby agree, each with the other as follows:
ARTICLE I
The Minnesota corporation and the Delaware Corporation shall be merged into
a single corporation, in accordance with applicable provisions of the laws of
the State of Minnesota and of the State of Delaware, by the Minnesota
Corporation merging into the Delaware Corporation, which shall be the surviving
Corporation.
ARTICLE II
Upon the merger becoming effective as provided in the applicable laws of
the State of Minnesota and of the State of Delaware (the time when the merger
shall so become effective being sometimes herein referred to as the EFFECTIVE
DATE OF THE MERGER):
1. The two Constituent Corporations shall be a single corporation, which
shall be Charys Holding Company, Inc. as the Surviving Corporation, and the
separate existence of Spiderboy International, Inc. shall cease except to the
extent provided by the laws of the State of Minnesota in the case of a
corporation after its merger into another corporation.
ARTICLE III
The Certificate of Incorporation of Charys Holding Company, Inc. shall not
be amended in any respect by reason of this Agreement of Merger. The
Certificate of Incorporation of Charys Holding Company, Inc. shall be the
Certificate of Incorporation of the surviving corporation
ARTICLE IV
The manner of converting the outstanding shares of each of the Constituent
Corporations shall be as follows: the current shareholders of Spiderboy
International, Inc. will be entitled to receive one share of the common stock of
Charys Holding Company, Inc. for every 10 shares of the common stock of
Spiderboy International, Inc. held by the common shareholders of Spiderboy
International, Inc. (in effect, a one for 10 reverse split). In addition, the
currently issued one share of common stock of Charys Holding Company, Inc. will
be cancelled. As a result, following the merger, the current common
shareholders of Spiderboy International, Inc. will hold all of the issued and
outstanding shares of the common stock of Charys Holding Company, Inc.
Moreover, the holders of shares of the Series A Preferred Stock of
Spiderboy shall be entitled to receive one share of the Series A Preferred Stock
of Charys Holding Company, Inc. for every share of the Series A Preferred Stock
of Spiderboy International, Inc. held by the preferred shareholders of Spiderboy
International, Inc. As a result, following the merger, the current preferred
shareholders of Spiderboy International, Inc., with the same 250 to one voting
rights as possessed by the holder of Spiderboy International, Inc. Series A
Preferred Stock, will hold all of the issued and outstanding shares of the
preferred stock of Charys Holding Company, Inc.
IN WITNESS WHEREOF, the Minnesota corporation and the Delaware corporation,
pursuant to the approval and authority duly given by resolutions adopted by
their respective Boards of Directors have caused this Plan and Agreement of
Merger to be executed by an authorized officer of each party thereto.
CHARYS HOLDING COMPANY, INC.
By
---------------------------------
Xxxxx X. Xxx, Xx., President
SPIDERBOY INTERNATIONAL, INC.
By
---------------------------------
Xxxxx X. Xxx, Xx., President
