AGREEMENT AND PLAN OF MERGER Dated as of April 18, 2010 among THE GEO GROUP, INC., GEO ACQUISITION III, INC., and CORNELL COMPANIES, INC.Agreement and Plan of Merger • April 20th, 2010 • Geo Group Inc • Services-facilities support management services • Delaware
THIS AGREEMENT AND PLAN OF MERGER, dated as of April 18, 2010 (this “Agreement”), is among THE GEO GROUP, INC., a Florida corporation (“Parent”), GEO ACQUISITION III, INC., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and CORNELL COMPANIES, INC., a Delaware corporation (“Target”). Certain terms used in this Agreement are used as defined in Section 8.11.
VOTING AGREEMENTVoting Agreement • April 20th, 2010 • Geo Group Inc • Services-facilities support management services • Delaware
This Voting Agreement (this “Agreement”) is entered into as of April 18, 2010, among The GEO Group, Inc., a Florida corporation (“GEO”) and the other parties identified on the signature pages hereto (each, a “Stockholder”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Agreement and Plan of Merger dated as of the date hereof (the “Merger Agreement”), among Cornell Companies, Inc., a Delaware corporation (“Target”), GEO and GEO Acquisition III, Inc., a Delaware corporation (“Merger Sub”).
