0001104659-09-060373 Sample Contracts

AMENDMENT NO. 2 TO AGREEMENT AND PLAN OF MERGER
Agreement and Plan of Merger • October 26th, 2009 • Prospect Acquisition Corp • Real estate • New York

THIS AMENDMENT NO. 2 (this “Amendment”) dated as of October 26, 2009, to that certain AGREEMENT AND PLAN OF MERGER dated as of September 8, 2009 (the “Original Agreement”), as amended by Amendment No. 1 dated as of October 22, 2009, in each case by and among PROSPECT ACQUISTION CORP., a company incorporated under the laws of Delaware (“Prospect”), KW MERGER SUB CORP., a company incorporated under the laws of Delaware and a wholly owned subsidiary of Prospect (“Merger Sub”) and KENNEDY-WILSON, INC., a company incorporated under the laws of Delaware (“KW”).

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