AGREEMENT AND PLAN OF MERGER BY AND AMONG PROSPECT ACQUISITION CORP., KW MERGER SUB CORP. AND KENNEDY-WILSON, INC. Dated as of September 8, 2009Merger Agreement • September 9th, 2009 • Prospect Acquisition Corp • Blank checks • New York
Contract Type FiledSeptember 9th, 2009 Company Industry JurisdictionAMENDED AND RESTATED WARRANT AGREEMENT dated as of [ ], 2009, between Kennedy-Wilson Holdings, Inc. (formerly Prospect Acquisition Corp.), a Delaware corporation (the "Company"), and Continental Stock Transfer & Trust Company, a New York corporation, as Warrant Agent (the "Warrant Agent").