AMENDMENT NO. 4 TO SECURITIES EXCHANGE AGREEMENT
Exhibit 10.01
AMENDMENT NO. 4 TO SECURITIES EXCHANGE AGREEMENT
Amendment No. 4 (the “Amendment No. 4”), dated as of January 28, 2008, to the Securities Exchange Agreement (as amended by Amendments dated as of July 30, 2007, August 29, 2007, and October 31, 2007, 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, RNS, Xxxxx, Xxxxxx and the Xxxxxx Shareholders entered into Amendments to the Exchange Agreement dated as of July 30, 2007, August 29, 2007, and October 31, 2007; and
WHEREAS, each of RNS, Xxxxx, Xxxxxx and the Xxxxxx Shareholders desire to further 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 January 31, 2008, in the second line thereof and inserting the date March 31, 2008.
2.
Section 7.1(d) of the Exchange Agreement is amended by deleting the date “October 31, 2007” and inserting the date “March 31, 2008.”
3.
A new Section 7.1(e) shall be inserted, which Section shall read as follows:
“Section 7.1(e). Each of Xxxxxx and RNS shall have the right to terminate this Agreement prior to March 31, 2008, by providing to the other parties to this Agreement at least thirty days prior written notice of such termination.”
4.
Except as explicitly amended by this Amendment No. 4, 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.
5.
This Amendment No. 4 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 No. 4 to be duly executed as of the date first above written.
By: /s/ Xxxxx Xxxxx
Name:
Xxxxx Xxxxx
Title:
President
XXXXXX THERAPEUTICS, INC.
By: /s/ Xxxx X. Xxxxx
Name:
Xxxx X. Xxxxx
Title:
CEO
RNS REDEEMED SHAREHOLDER
By: /s/ Xxxxx Xxxxx
Name:
Xxxxx Xxxxx
0000 Xxxx 0xx Xxxxxx, Xxxxx 00
Xxxxxxxxx, XX X0X 0X0
XXXXXX SHAREHOLDERS
By: /s/ Xxxx X. Xxxxx
Name:
Xxxx X. Xxxxx
0000 Xxxxxxxx Xxxxx XX
Xxxxx Xxxxxxx, Xxxx 00000
REGENACORP, INC.
By: /s/ X.X. Xxxxxxxx
Name:
X.X Xxxxxxxx
Title:
Secretary
0000 X. Xxxx Xxxxx
Xxxx, Xxxx 00000
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