AMENDMENT TO AGREEMENT AND PLAN OF MERGER
EXHIBIT
2.1
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.
“(b) by
either the Company
or Parent, by written notice to the other if, for any reason, the
Closing has
not occurred prior to the close of business on or before November
2, 2007;
provided, however, that (i) the right to terminate this Agreement
pursuant to
this Section 7.1(b) shall not be available to the Company or Parent,
as
applicable, if the party seeking to terminate the Agreement is responsible
for
the delay;”
4. GoverningLaw. This
Amendment shall be governed by, and construed in accordance with,
the laws of
the State of New York (without reference to principles of conflict
of
laws).
[Signature
Page Follows]
Virium Pharmaceuticals Inc. | ||
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By: |
/s/
Xxxxx Xxxxxxxx
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Name:
Xxxxx Xxxxxxxx
Title:
President and CEO
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REIT Americas, Inc. | ||
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By: |
/s/
F. Xxxx Xxxxxxx
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Name:
F. Xxxx Xxxxxxx
Title:
President
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Virium
Pharmaceuticals, Inc.
(Delaware)
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By: |
/s/
F. Xxxx Xxxxxxx
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Name:
F. Xxxx Xxxxxxx
Title:
President
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Virium Merger Sub, Inc. | ||
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By: |
/s/
F. Xxxx Xxxxxxx
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Name:
F. Xxxx Xxxxxxx
Title:
President
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