0001104659-05-002382 Sample Contracts

AGREEMENT AND PLAN OF MERGER
Agreement and Plan of Merger • January 24th, 2005 • Cornell Companies Inc • Services-facilities support management services

This AGREEMENT AND PLAN OF MERGER, dated as of January 24, 2005 (the “Agreement”), is by and among CORNELL COMPANIES, INC., a Delaware corporation (“Parent”), CORNELL ACQUISITION CORP., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), CORRECTIONAL SYSTEMS, INC., a Delaware corporation (the “Company”), and Infrastructure and Environmental Private Equity Fund III, L.P., a Delaware limited partnership (the “Stockholder Representative”).

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