Amendment and Extension Agreement to Merger and Plan of Reorganization among Across America Financial Services, Across America Acquisition Corp., and APRO Bio Pharmaceutical

Contract Categories: Mergers & Acquisitions › Merger Agreements
Summary

This agreement, dated February 11, 2009, is between Across America Financial Services, Inc., its subsidiary Across America Acquisition Corp., and APRO Bio Pharmaceutical Corporation. It amends their previous merger and reorganization agreement by extending the deadline for closing from February 11, 2009, to March 11, 2009. All other terms of the original agreement remain unchanged. The amendment ensures the parties have additional time to complete the merger process.

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EX-10.4 2 aafinancial8kex104_2182009.htm EXHIBIT 10.4 aafinancial8kex104_2182009.htm
 
 
Exhibit 10.4
AGREEMENT TO AMEND AND EXTEND AGREEMENT OF
MERGER AND PLAN OF REORGANIZATION


THIS AGREEMENT TO AMEND AND EXTEND AGREEMENT OF MERGER AND PLAN OF REORGANIZATION is made and entered into on February 11, 2009, by and among ACROSS AMERICA FINANCIAL SERVICES, INC., a Colorado corporation (“Parent”), ACROSS AMERICA ACQUISITION CORP., a Colorado corporation (“Acquisition Corp.”), which is a wholly-owned subsidiary of Parent, and APRO BIO PHARMACEUTICAL CORPORATION, a Colorado corporation (the “Company”).

WHEREAS, the Parties have entered into an Agreement of Merger and Plan of Reorganization dated November 17, 2008 (“Agreement”); and
WHEREAS, the Agreement provides that it will terminate on February 11, 2009 if a Closing has not occurred; and

WHEREAS, the Parties wish to amend to Agreement to extend the termination deadline.

NOW, THEREFORE, in consideration of the mutual agreements and covenants hereinafter set forth, the parties hereto agree as follows:

1.           Section 12.1 of the Agreement shall be amended to insert the date of March 11, 2009 in place of the date of February 11, 2009.

2.           In all other respects, the Agreement shall remain in full force and effect.


IN WITNESS WHEREOF, the parties hereto have executed this Agreement to be binding and effective as of the day and year first above written.

 
PARENT:
ACROSS AMERICA FINANCIAL SERVICES, INC.
By:  /s/ Brian L. Klemsz
Brian L. Klemsz
President and Chief Executive Officer
 

 
ACQUISITION CORP.:
ACROSS AMERICA ACQUISITION CORP.
By:   /s/ Brian L. Klemsz                      
Brian L. Klemsz
President and Chief Executive Officer
 
 
 
THE COMPANY:
APRO BIO PHARMACEUTICAL CORPORATION
By:   /s/ Vicki D.E. Barone
Vicki D.E. Barone
Chairman