FORM OF TWO-YEAR SUBSCRIPTION AND LOCK-UP AGREEMENTSubscription and Lock-Up Agreement • June 29th, 2009 • Omni Bio Pharmaceutical, Inc. • Loan brokers
This agreement is made in connection with the proposed merger of Apro Bio Pharmaceutical Corporation (“Apro”) with and into Across America Financial Services, Inc. (“Across America”) pursuant to a Agreement of Merger and Plan of Reorganization dated November 17, 2008 between Apro and Across America, whereby Across America will issue to Apro 18,189,462 shares of its common stock in exchange for all of the outstanding common stock of Apro. Apro will distribute the shares of Across America issued to it to its shareholders in exchange for their shares of common stock in Apro. The Agreement of Merger and Plan of Reorganization has been approved by the shareholders of Apro. Apro and Across America shall be referred to herein as the “Company”).
IMPORTANT: PLEASE READ CAREFULLY BEFORE SIGNING. SIGNIFICANT REPRESENTATIONS ARE CALLED FOR HEREIN. SUBSCRIPTION AGREEMENT and LETTER OF INVESTMENT INTENTSubscription Agreement • June 29th, 2009 • Omni Bio Pharmaceutical, Inc. • Loan brokers
The undersigned (the "Subscriber") hereby tenders this subscription for the purchase of units (“Units”) issued by Across America Financial Services, Inc. (the “Company”). Each Unit consists of one share of the common stock of the Company, one warrant to purchase one-half a share of the common stock of the Company at an exercise price of twenty-five cents ($0.25) per share—two warrants must be exercised to purchase one share of common stock (the “Twenty-Five Cent Warrants”), two warrants to purchase shares of the common stock of the Company at an exercise price of fifty cents ($0.50) per share (the “Fifty Cent Warrants”) and one warrant to purchase shares of the common stock of the Company at an exercise price of one dollar ($1.00) per share (the “Dollar Warrants”) (collectively, the Units, common stock, Twenty-Five Cent Warrants, Fifty Cent Warrants and Dollar Warrants are referred to herein as the “Securities”). The Units are being offered at a price of $1.00 per Unit. By execution be
AGREEMENT AND PLAN OF MERGER Between MAXCURE PHARMACEUTICAL, INC., and APRO BIO PHARMACEUTICAL CORPORATION Dated as of March 18, 2008Merger Agreement • June 29th, 2009 • Omni Bio Pharmaceutical, Inc. • Loan brokers • Colorado
AGREEMENT AND PLAN OF MERGER, dated as of March 18, 2008 (the "Agreement"), between MaxCure Pharmaceutical, Inc., a Colorado corporation (the “Company”) and Apro Bio Pharmaceutical Corporation, a Utah corporation ("Apro").
