SECOND AGREEMENT TO AMEND AND EXTEND AGREEMENT OF MERGER AND PLAN OF REORGANIZATION
Exhibit
10.5
SECOND 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 March 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 an Agreement to Amend and Extend
Agreement of Merger and Plan of Reorganization dated February 11, 2009 (“First
Amendment”); and
WHEREAS,
the First Amendment provides that it will terminate on March 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 31, 2009 in
place of the date of March 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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