AMENDMENT TO SECURITIES EXCHANGE AGREEMENT
AMENDMENT
TO SECURITIES EXCHANGE AGREEMENT
Amendment
(the “Amendment”), dated as of July 30, 2007, to the Securities Exchange
Agreement (the “Exchange Agreement”), dated as of April 30, 2007, entered into
by and among RNS Software, Inc., a Nevada corporation (“RNS”), Xxxxx Xxxxx
(“Xxxxx”), Xxxxxx Therapeutics, Inc., a Delaware corporation (“Xxxxxx”), and the
shareholders of Xxxxxx (“Xxxxxx Shareholders”).
WITNESSETH:
WHEREAS,
RNS, Xxxxx, Xxxxxx and the Xxxxxx Shareholders entered into the Exchange
Agreement as of April 30, 2007; and
WHEREAS,
each of RNS, Xxxxx, Xxxxxx and the Xxxxxx Shareholders desire to amend the
Exchange Agreement for the reasons and in the manner hereinafter set
forth.
NOW,
THEREFORE, in consideration of the mutual covenants and agreements contained
herein, and for other good and valuable consideration the receipt and
sufficiency of which is hereby acknowledged the parties hereto agree as
follows:
1. Section
2.1 of the Exchange Agreement is hereby amended by deleting the date July 31,
2007, in the second line thereof and inserting the date August 31,
2007.
2. Xxxxxx
agrees to pay approximately $5,000 in additional costs incurred by RNS in
connection with its 10-Q filing which result from the extension of the closing
date from July 31, 2007, to August 31, 2007.
3. Except
as
explicitly amended by this Amendment, all of the terms and conditions of the
Exchange Agreement shall remain in full force and effect and the Exchange
Agreement, as hereby amended, is ratified and affirmed.
4. This
Amendment may be executed in any number of counterparts, each of which when
so
executed and delivered shall be deemed an original and all of which
counterparts, taken together, shall constitute one and the same
instrument.
IN
WITNESS WHEREOF, each party hereto has caused this Amendment to be duly executed
as of the date first above written.
By:
/s/
Xxxxx Xxxxx
President
XXXXXX
THERAPEUTICS, INC.
By:
/s/
Xxxxx X. Xxxxxxxx
President
RNS
REDEEMED SHAREHOLDER
/s/
Xxxxx
Xxxxx
0000
Xxxx
0xx
Xxxxxx,
Xxxxx 00
Xxxxxxxxx,
XX X0X 0X0
XXXXXX
SHAREHOLDERS
/s/
Xxxx
X. Xxxxx
0000
Xxxxxxxx Xxxxx XX
Xxxxx
Xxxxxxx, Xxxx 00000
--
REGENACORP,
INC.
by
/s/
Xxxxx
X. Xxxxxxxx, President
0000 X. Xxxx Xxxxx
Xxxx, Xxxx 00000
