Second Amendment to Stock Purchase Agreement among Janet Risher, Richard F. Schmidt, Charys Holding Company, Inc., and Billy V. Ray, Jr.

Summary

This agreement, dated August 16, 2005, amends a previous Stock Purchase Agreement between Janet Risher and Richard F. Schmidt (the Sellers), Charys Holding Company, Inc. (the Company), and Billy V. Ray, Jr. (the Purchaser). It confirms that the stock purchase was completed as of February 27, 2004, eliminates the requirement for an escrow, and terminates the related Escrow Agreement. All other terms of the original agreement remain in effect unless specifically amended by this document.

EX-10.1 2 ex10_1.txt EXHIBIT 10.1 SECOND AMENDMENT TO STOCK PURCHASE AGREEMENT THIS AMENDED AGREEMENT is made this 16th day of August, 2005, by and between JANET RISHER and RICHARD F. SCHMIDT (collectively, the "Sellers") CHARYS HOLDING COMPANY, INC., a Delaware corporation formerly known as "Spiderboy International, Inc.," a Minnesota corporation (the "Company"), and BILLY V. RAY, JR. (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 ------------------------------- 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 ------ Purchase Agreement has been eliminated. Consequently, the Escrow Agreement is terminated. 3. Incorporation by Reference. The Stock Purchase Agreement and all of -------------------------- 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 ---------------------- 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 -------------------------------- Agreement, the parties do hereby ratify and republish the Stock Purchase Agreement. 6. Entire Agreement. This instrument and the attachments hereto ----------------- 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. -------------------------------------------- JANET RISHER -------------------------------------------- RICHARD F. SCHMIDT CHARYS HOLDING COMPANY, INC. By ------------------------------------------ Billy V. Ray, Jr., Chief Executive Officer -------------------------------------------- BILLY V. RAY, JR.