Apro Bio Pharmaceutical Corporation Greenwood Village, CO 80111 Fax (303) 867-3416 Re: Subscription and Three Year Lock Up Agreement Ladies and Gentlemen:Subscription and Lock Up Agreement • April 23rd, 2009 • University License Equity Holdings, 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”).
