Exhibit 10.222


 


FIRST AMENDMENT TO


 


FORFEITURE AGREEMENT


 


THIS FIRST AMENDMENT TO
FORFEITURE AGREEMENT (this “Amendment”) is made and entered into as of October 22,
2009, by and among (i) PROSPECT ACQUISITION CORP., a Delaware corporation
(“Prospect”), (ii) DE GUARDIOLA ADVISORS, INC., a Delaware
corporation (“DGA”), (iii) DE GUARDIOLA HOLDINGS, INC., a Delaware
corporation (“DGH”), (iv) Flat Ridge Investments LLC, LLM
Structured Equity Fund L.P., LLM Investors L.P., CMS Platinum Fund, L.P., SJC
Capital LLC, Michael P. Castine, Daniel Gressel, Michael Downey, James J.
Cahill and John Merchant (collectively, the “Prospect Founders”), and (v) KENNEDY-WILSON,
INC., a Delaware corporation (“KW”). 
Except as otherwise set forth herein, capitalized terms used herein
shall have the meanings set forth in the Forfeiture Agreement, dated as of September 8,
2009 (the “Original Agreement”), by and among the parties hereto.


 


RECITALS


 


WHEREAS,
the parties hereto wish to amend the Original Agreement pursuant to and in accordance
with Section 6(b) thereof as further set forth herein.


 


NOW,
THEREFORE, in consideration of the mutual promises contained herein and in the
Original Agreement, pursuant to and in accordance with Section 6(b) of
the Original Agreement, the parties hereto agree to amend the Original
Agreement as follows:


 


AGREEMENT


 


Section 1                Amendment to Recitals.  The second
recital in the Original Agreement shall be deleted in its entirety and replaced
with the following:


 


“WHEREAS,
as an inducement to KW entering into the Merger Agreement, the Prospect
Founders have agreed to forfeit an aggregate of 4,750,000 of their shares of
Prospect Common Stock.”


 


Section 2                Amendment to Section 2.  Section 2
of the Original Agreement shall be deleted in its entirety and replaced with
the following:


 


“Section 2              Stock Issuance to DGH.


 


(a)           Subject to the terms and conditions and
in reliance upon the representations, warranties and agreements set forth
herein, at the Closing under the Merger Agreement, in consideration of DGA’s
engagement by Prospect under the letter agreement, dated as of August 10,
2009, between DGA and Prospect (the “Engagement Letter”), Prospect shall
issue to DGH 250,000 shares of Prospect Common Stock (the “Advisor Shares”).


 


(b)           DGA agrees that Prospect’s delivery of
the Advisor Shares shall be in full and complete satisfaction of Prospect’s
obligation to pay the equity portion of the Transaction Fee pursuant to and as
defined in the Engagement Letter, notwithstanding that the Engagement Letter


 

















 


contemplates that the number of shares constituting
the equity portion of the Transaction Fee shall be 375,000.”


 


Section 3                Amendment to Schedule 1.  Schedule 1 of the Original Agreement shall be
deleted in its entirety and replaced with the schedule attached as Exhibit A hereto.


 


Section 4                Miscellaneous.


 


(a)           Full Force and Effect.  Except as
expressly amended by this Amendment, the Original Agreement shall continue in
full force and effect in accordance with the provisions thereof.


 


(b)           Severability.  If any term
or other provision of this Amendment is invalid, illegal or incapable of being
enforced by any rule or Law, or public policy, all other conditions and
provisions of this Amendment shall nevertheless remain in full force and effect
so long as the economic or legal substance of the transactions contemplated
hereby are not affected in any manner materially adverse to any party.  Upon such determination that any term or
other provision is invalid, illegal or incapable of being enforced, the parties
shall negotiate in good faith to modify this Amendment so as to effect the
original intent of the parties as closely as possible in an acceptable manner
to the end that transactions contemplated by this Amendment are fulfilled to
the extent possible.


 


(c)           Counterparts; Facsimile Execution. 
This Amendment may be executed in one or more counterparts, all of which
shall be considered one and the same agreement and shall become effective when
one or more counterparts have been signed by each of the parties and delivered
to the other parties.  Facsimile or
electronic execution and delivery of this Amendment is legal, valid and binding
for all purposes.


 


(d)           Governing Law.  This
Amendment shall be governed by, and construed in accordance with, the laws of
the State of New York regardless of the laws that might otherwise govern under
applicable principles of conflicts of laws thereof.


 


[Remainder of Page Intentionally Left Blank.]


 


2

















 


IN WITNESS WHEREOF, the
parties hereto have caused this Amendment to be duly executed by their
respective authorized signatories as of the date first indicated above.


 


	
   

  	
  PROSPECT
  ACQUISITION CORP.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  David A. Minella

  
	
   

  	
  Name:
  David A. Minella

  
	
   

  	
  Title:
  Chairman & CEO

  
	
   

  	
  Address:
  9130 Galleria Court, Suite 318

  
	
   

  	
  Naples,
  FL 34109

  
	
   

  	
   

  
	
   

  	
  With
  a copy to:

  
	
   

  	
   

  
	
   

  	
  Bingham
  McCutchen LLP

  
	
   

  	
  399
  Park Avenue

  
	
   

  	
  New
  York, NY 10022

  
	
   

  	
  Attention:
  Floyd I. Wittlin, Esq.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  DE
  GUARDIOLA ADVISORS, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Roberto De Guardiola

  
	
   

  	
  Name:
  Roberto De Guardiola

  
	
   

  	
  Title:
  President

  
	
   

  	
  Address:
  405 Park Avenue

  
	
   

  	
  New
  York, NY 10022

  
	
   

  	
   

  
	
   

  	
  DE
  GUARDIOLA HOLDINGS, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Roberto De Guardiola

  
	
   

  	
  Name:
  Roberto De Guardiola

  
	
   

  	
  Title:
  President

  
	
   

  	
  Address:
  405 Park Avenue

  
	
   

  	
  New
  York, NY 10022

  
	
   

  	
   

  
	
   

  	
  KENNEDY-WILSON,
  INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  William J. McMorrow

  
	
   

  	
  Name:
  William J. McMorrow

  
	
   

  	
  Title:
  Chief Executive Officer

  
	
   

  	
  Address:
  9601 Wilshire Blvd.

  
	
   

  	
  Beverly
  Hills, CA 90210

  



 

















 


	
   

  	
  Prospect
  Founders:

  
	
   

  	
   

  
	
   

  	
  FLAT
  RIDGE INVESTMENTS LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  David A. Minella

  
	
   

  	
  Name:
  David A. Minella

  
	
   

  	
  Title:
  Managing Member

  
	
   

  	
  Address:
  814 Hollow Tree Ridge Road

  
	
   

  	
  Darien,
  CT 06820

  
	
   

  	
   

  
	
   

  	
  LLM
  STRUCTURED EQUITY FUND L.P.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Patrick J. Landers

  
	
   

  	
  Name:
  Patrick J. Landers

  
	
   

  	
  Title:
  Managing Director, LLM Capital Partners LLC

  
	
   

  	
  Address:
  205 Franklin Street

  
	
   

  	
  Boston,
  MA 02110

  
	
   

  	
   

  
	
   

  	
  LLM
  INVESTORS L.P.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Patrick J. Landers

  
	
   

  	
  Name:
  Patrick J. Landers

  
	
   

  	
  Title:
  Managing Director, LLM Capital Partners LLC

  
	
   

  	
  Address:
  205 Franklin Street

  
	
   

  	
  Boston,
  MA 02110

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  CMS
  PLATINUM FUND, L.P.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  William Landman

  
	
   

  	
  Name:
  William Landman

  
	
   

  	
  Title:

  
	
   

  	
  Address:
  308 E. Lancaster Avenue

  
	
   

  	
  Wynnewood,
  PA 19096

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  SJC
  CAPITAL LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  William Cvengros

  
	
   

  	
  Name:
  William Cvengros

  



 

















 


	
   

  	
  Title:
  Manager and CEO

  
	
   

  	
  Address:
  31975 Peppertree Bend

  
	
   

  	
  San
  Juan Capistrano, CA 92675

  
	
   

  	
   

  
	
   

  	
  /s/
  Michael P. Castine

  
	
   

  	
  MICHAEL
  P. CASTINE

  
	
   

  	
  Michael P. Castine

  
	
   

  	
  Address:
  14 Larkspur Lane

  
	
   

  	
  Greenwich,
  CT 06831

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/
  Daniel Gressel

  
	
   

  	
  DANIEL
  GRESSEL

  
	
   

  	
  Address:
  55 Cedar Cliff Road

  
	
   

  	
  Greenwich,
  CT 06878

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/
  Michael Downey

  
	
   

  	
  MICHAEL
  DOWNEY

  
	
   

  	
  Michael Downey

  
	
   

  	
  Address:
  7940 SE Golfhouse Drive

  
	
   

  	
  Hobe
  Sound, FL 33455

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/
  James J. Cahill

  
	
   

  	
  JAMES
  J. CAHILL

  
	
   

  	
  Address:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/
  John Merchant

  
	
   

  	
  JOHN
  MERCHANT

  
	
   

  	
  Address:

  



 

















 


EXHIBIT  A


 


Schedule 1


 


	
  Prospect Founder

  	
   

  	
  Shares of

  Prospect

  Common

  Stock Held

  	
   

  	
  Pro Rata

  Percentage

  	
   

  	
  Shares

  Forfeited to

  Prospect

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Flat Ridge Investments LLC

  	
   

  	
  3,271,753

  	
   

  	
  52.348048

  	
  %

  	
  2,514,032

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  LLM Structured Equity Fund L.P.

  	
   

  	
  1,475,404

  	
   

  	
  23.606464

  	
  %

  	
  1,121,307

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  LLM Investors L.P.

  	
   

  	
  30,110

  	
   

  	
  0.481760

  	
  %

  	
  22,884

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  CMS Platinum Fund, L.P.

  	
   

  	
  376,378

  	
   

  	
  6.022048

  	
  %

  	
  286,047

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SJC Capital LLC

  	
   

  	
  138,021

  	
   

  	
  2.208336

  	
  %

  	
  104,896

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Michael P. Castine

  	
   

  	
  138,021

  	
   

  	
  2.208336

  	
  %

  	
  104,896

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Daniel Gressel

  	
   

  	
  138,021

  	
   

  	
  2.208336

  	
  %

  	
  104,896

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Michael Downey

  	
   

  	
  138,021

  	
   

  	
  2.208336

  	
  %

  	
  104,896

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  James J. Cahill

  	
   

  	
  406,250

  	
   

  	
  6.50

  	
  %

  	
  281,250

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  John Merchant

  	
   

  	
  138,021

  	
   

  	
  2.208336

  	
  %

  	
  104,896

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Total

  	
   

  	
  6,250,000

  	
   

  	
  100

  	
  %

  	
  4,750,000