AGREEMENT AND PLAN OF MERGER Dated as of October 6, 2006 among THE VERITAS CAPITAL FUND III, L.P. (SOLELY FOR PURPOSES OF SECTION 8.13), CORNELL HOLDING CORP., and CORNELL COMPANIES, INC.Merger Agreement • October 10th, 2006 • Cornell Companies Inc • Services-facilities support management services • Delaware
THIS AGREEMENT AND PLAN OF MERGER, dated as of October 6, 2006 (this “Agreement”), is among THE VERITAS CAPITAL FUND III, L.P., a Delaware limited partnership (“Veritas III” or the “Guarantor”) (solely for purposes of Section 8.13 hereof), CORNELL HOLDING CORP., a Delaware corporation (“Parent”), CCI ACQUISITION CORP., 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.
