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
Corp
