ACROSS AMERICA REAL ESTATE EXCHANGE, INC. UNAUDITED CONDENSED CONSOLIDATED PRO FORMA FINANCIAL INFORMATIONMerger Agreement • February 25th, 2010 • Across America Real Estate Exchange, Inc. • Land subdividers & developers (no cemeteries)
On February 24, 2010, Across America Real Estate Exchange, Inc. (“AAEX”, the “Registrant, or the “Company”), entered an Agreement and Plan of Merger and Reorganization (the “Agreement”) with Accredited Members, Inc. (“AMI”). Pursuant to the Agreement, AMI merged with and into AAEX Acquisition Corp., a wholly owned subsidiary of AAEX and was the surviving entity in this transaction (the “Merger Transaction”). As such, upon closing the Merger Transaction AMI became a wholly-owned subsidiary of the Registrant. To effect the Merger Transaction, the Registrant acquired all of the outstanding shares of AMI by the issuance of an aggregate of 25,554,010 shares of common stock, representing approximately 89% of the outstanding common stock after the transaction. The number of AAEX common shares received by AMI’s shareholders depended on the number of number of shares each held and that were outstanding at the closing of the Merger Transaction. Additionally, upon the effective date of the transa
AGREEMENT AND PLAN OF MERGER AND REORGANIZATIONMerger Agreement • February 25th, 2010 • Across America Real Estate Exchange, Inc. • Land subdividers & developers (no cemeteries) • Colorado
This AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (this “Agreement”) is entered into as of February 24, 2010 by and among Across America Real Estate Exchange, Inc., a Colorado corporation (“AAEX”), AAEX Acquisition Corp., a Colorado corporation and wholly-owned subsidiary of AAEX (“Merger Sub”), and Accredited Members, Inc., a Colorado corporation (“AMI”). Capitalized terms used herein (including in the immediately preceding sentence) and not otherwise defined herein shall have the meanings set forth in Section 9.1 hereof.
