AGREEMENT TO AMEND AND EXTEND AGREEMENT OF MERGER AND PLAN OF REORGANIZATION
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.
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PARENT:
By: /s/ Xxxxx X.
Xxxxxx
Xxxxx
X. Xxxxxx
President
and Chief Executive Officer
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ACQUISITION
CORP.:
ACROSS
AMERICA ACQUISITION CORP.
By: /s/ Xxxxx X.
Xxxxxx
Xxxxx
X. Xxxxxx
President
and Chief Executive Officer
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THE
COMPANY:
APRO
BIO PHARMACEUTICAL CORPORATION
By: /s/ Xxxxx X.X.
Xxxxxx
Xxxxx
X.X. Xxxxxx
Chairman
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