THIRD AGREEMENT TO AMEND AND EXTEND AGREEMENT OF MERGER AND PLAN OF REORGANIZATION
Exhibit
2.4
THIRD
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 30, 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"), an Agreement to Amend and Extend
Agreement of Merger and Plan of Reorganization dated February II, 2009 ("First
Amendment"), and an Agreement to Amend and Extend Agreement of Merger and Plan
of Reorganization dated March 11, 2009 ("Second Amendment"); and
WHEREAS,
the Parties wish to further amend the Agreement
to correct certain provisions.
NOW,
THEREFORE, in consideration of the mutual agreements and covenants hereinafter
set forth, the parties hereto agree as follows:
1. Section
1.5(a)(ii) of the Agreement shall be amended to read as follows:
(ii)
the shares of common stock, par value $.001 per share, of the Company (the "Company
Common Stock"), which shares at the Closing will constitute all of the
issued and outstanding shares of capital stock of the Company, beneficially
owned by the Stockholders listed in Schedule
2.4 (other than shares of Company Common Stock as to which appraisal
rights are perfected pursuant to the applicable provisions of the BCA and not
withdrawn or otherwise forfeited), shall, by virtue of the Merger and without
any action on the part of the holders thereof, be converted into the right to
receive the number of shares of Parent Common Stock specified in Schedule
1.5 for each of the Stockholders, which shall be equal to one share of
Parent Common Stock for each share of Company Common Stock (based on
approximately 20,146,962 shares of Company Common Stock pre-Merger and
approximately 3,164,989 shares of Parent Common Stock on a fully diluted basis
allocated to the Stockholders post-Merger); and
2. In all other
respects, the Agreement shall remain in full force and
effect.
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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:
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By:
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/s/ ▇▇▇▇▇ ▇.
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▇▇▇▇▇
▇. ▇▇▇▇▇▇
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President
and Chief Executive Officer
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ACQUISITION
CORP.:
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ACROSS
AMERICA ACQUISITION CORP.
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By:
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/s/ ▇▇▇▇▇ ▇.
▇▇▇▇▇▇
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▇▇▇▇▇
▇. ▇▇▇▇▇▇
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President
and Chief Executive Officer
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THE
COMPANY:
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APRO
BIO PHARMACEUTICAL CORPORATION
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By:
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/s/ ▇▇▇▇▇ ▇.▇.
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▇▇▇▇▇
▇.▇. ▇▇▇▇▇▇ Chairman
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