0001193125-07-034206 Sample Contracts

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AGREEMEN T AND PLAN OF MERGER dated as of February 12, 2007 by and among SPG- FCM VENTURES, LLC, SPG-FCM ACQUISITION, INC., SPG-FCM ACQUISITION, L.P., THE MILLS CORPORATION, and THE MILLS LIMITED PARTNERSHIP
Agreement and Plan of Merger • February 16th, 2007 • Mills Corp • Real estate investment trusts • Delaware

This AGREEMENT AND PLAN OF MERGER, dated as of February 12, 2007 (this “Agreement”), is by and among SPG-FCM Ventures, LLC, a Delaware limited liability company (“Parent”), SPG-FCM Acquisition, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Purchaser Sub”), SPG-FCM Acquisition, L.P., a Delaware limited partnership (“Purchaser LP”), The Mills Corporation, a Delaware corporation (the “Company”), and The Mills Limited Partnership, a Delaware limited partnership and the Company’s operating partnership (the “Operating Partnership”).

SHORT FORM MERGER OPTION AGREEMENT
Short Form Merger Option Agreement • February 16th, 2007 • Mills Corp • Real estate investment trusts • Delaware

This AGREEMENT, dated as of February 12, 2007 (this “Option Agreement”), among The Mills Corporation, a Delaware corporation (the “Company”), SPG-FCM Ventures, LLC, a Delaware limited liability company (“Parent”), and SPG-FCM Acquisition, Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Sub”).

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