Reinstatement of Agreement and Plan of Merger Sample Contracts

REINSTATEMENT OF AGREEMENT AND PLAN OF MERGER
Reinstatement of Agreement and Plan of Merger • May 16th, 2003 • United Park City Mines Co • Land subdividers & developers (no cemeteries) • Delaware

This Reinstatement of Agreement and Plan of Merger (the "Reinstatement Agreement") is dated as of May 12 , 2003, by and among Capital Growth Partners LLC, a Utah limited liability company (the "Purchaser"), United Park City Mines Company, a Delaware corporation (together with its Subsidiaries, the "Company"), Loeb Investors Co. XL, a New York partnership ("Seller" or "Loeb"), and CGP Acquisition, Inc. a Delaware corporation and a wholly owned subsidiary of the Purchaser ("Merger Subsidiary").

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FIRST AMENDMENT TO REINSTATEMENT OF AGREEMENT AND PLAN OF MERGER
Reinstatement of Agreement and Plan of Merger • June 23rd, 2003 • United Park City Mines Co • Land subdividers & developers (no cemeteries) • Delaware

This First Amendment to Reinstatement of Agreement and Plan of Merger (this "Amendment") is dated as of June 20, 2003, by and among Capital Growth Partners LLC, a Utah limited liability company (the "Purchaser"), United Park City Mines Company, a Delaware corporation (together with its Subsidiaries, the "Company"), Loeb Investors Co. XL, a New York partnership ("Seller" or "Loeb"), and CGP Acquisition, Inc., a Delaware corporation and a wholly owned subsidiary of the Purchaser ("Merger Subsidiary").

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