THIRD AMENDMENT TO AGREEMENT AND PLAN OF MERGER
THIS THIRD AMENDMENT, dated
as of March 31, 2008 (this “ Third 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 Third
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:
I.
Amendments to
the Merger Agreement.
1. 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 rea
