AMENDMENT TO AGREEMENT AND PLAN OF MERGER
This
Amendment, dated as of September 11, 2007 and effective August 31,
2007 (this “ Amendment ”), amends the
Agreement and Plan of Merger, dated as of May 25, 2007 (the “
Merger Agreement ”), by and among Virium
Pharmaceuticals Inc., a New York corporation (the “
Company ”), REIT Americas, Inc., a Maryland
corporation (“ RAI ”), Virium
Pharmaceuticals, Inc., a Delaware corporation and direct,
wholly-owned subsidiary of RAI (“
Pharmaceuticals ”) and Virium Merger Sub,
Inc., a Delaware corporation and direct, wholly-owned subsidiary of
Pharmaceuticals (“ Merger Sub
”). Terms not otherwise defined herein which are
defined in the Merger Agreement shall have the same respective
meanings herein as therein.
WHEREAS, the parties have
agreed to modify certain terms and conditions of the Merger
Agreement as specifically set forth in this
Amendment.
NOW, THEREFORE, in
consideration of the mutual agreements contained herein and
for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties
hereto agree as follows:
1.
Amendment to the Merger Agreement . Section 7.1(b) of
the Merger Agreement is hereby deleted in its entirety and
replaced with the following:
“(b) by
either the Company or Parent, by written notice to the other
if, for any reason, the Closing has not
